TCR_Public/020924.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, September 24, 2002, Vol. 6, No. 189


360NETWORKS: Wants to Reclassify $3.4M Kajima Claim as Unsecured
A-BEST PRODUCTS: Case Summary & Largest Unsecured Creditors
ACANDS: Wants to Appoint Garden City as Notice & Claims Agent
ACOUSTISEAL INC: Retaining W. Y. Campbell as Investment Banker
AES CORP: Units Sell Gas-Fired Peaker Assets to Tenaska for $36M

A.G. SIMPSON: Ontario Court Fixes Sept. 27, 2002 Claims Bar Date
AMERISOURCE-BERGEN: Fitch Changes Outlook on Low-B Debt Ratings
AMES DEPARTMENT: Seeks Okay to Continue Compensation Procedures
BETHLEHEM STEEL: Intends to Amend Greenhill's Engagement Terms
BETHLEHEM STEEL: Says New Labor Contract Essential for Emergence

BUDGET GROUP: Committee Taps Ashby & Geddes as Delaware Counsel
BULL RUN: Lenders Agree to Extend Credit Facility Until Oct. 15
CALPINE: Sells Additional 3.45M Canadian Power Income Fund Units
CHAMPION ENT.: Says Restructuring Actions Begin to Yield Results
CHEROKEE INT'L: Considering Debt Restructuring Alternatives

CHESAPEAKE ENERGY: Taps Petrie Parkman to Sell Permian Assets
CHINA ENTERPRISES: Fails to Meet NYSE Continued Listing Criteria
CMS ENERGY: Closes Oil and Gas LDC Sale to Perenco Affiliate
CORRPRO: Adjourns Annual Shareholders' Meeting Until October 11
CTN MEDIA: Selling College Television Network to MTV for $15MM

CYANOTECH CORP: Nasdaq Okays Listing Transfer to SmallCap Market
DEPOMED INC: AMEX Accepts Plan to Meet Listing Requirements
EGAMES: Must Achieve Positive Cash Flow to Continue Operations
EMPRESA ELECTRICA: Fitch Drops Ratings to D After Ch. 11 Filing
EMPRESA ELECTRICA: Signs-Up Cleary Gottlieb for Legal Services

ENRON CORP: Wants Okay to Vote Stock Share in Portland General
FMC: Commences Refinancing via New Credit Facility & Debt Issues
GEORGIA-PACIFIC: Says Procter & Gamble Lawsuit "Has No Basis"
GLOBAL CROSSING: Court Sets Exclusivity Hearing for October 21
HARDWOOD PROPERTIES: Will Pay Cash Distributions to Shareholders

IEC ELECTRONICS: Fails to Maintain Nasdaq Listing Requirements
INTEGRATED HEALTH: Wants to Implement Litchfield Transfer Pacts
KMART CORP: Court Approves Abacus to Render Consulting Services
LIGHTHOUSE FAST FERRY: June 30 Balance Sheet Upside-Down by $8MM
LODGIAN INC: Asks Court to Approve Management Incentive Program

LOGIMETRICS: Board of Directors Okays Proposed Liquidation Plan
LTV CORP: Wants to Keep Plan Exclusivity Until February 10, 2003
MEADOWCRAFT: Has Until October 2 to File Schedules and Statement
MEDSOLUTIONS INC: Ability to Continue Operations Uncertain
MEMC ELECTRONIC: Denies Bankruptcy Reports, but Still Insolvent

METALS USA: Files First Amended Plan of Reorganization in Texas
NCS HEALTHCARE: Omnicare Extends Tender Offer Until October 3
PACIFIC GAS: CPUC and Committee's Request to Open Voting Nixed
PENTACON INC: Completes Sale of Assets & Operations to Anixter
PEREGRINE SYSTEMS: Files for Chapter 11 Reorganization in Del.

PEREGRINE SYSTEMS: Case Summary & 40 Largest Unsec. Creditors
PEREGRINE SYSTEMS: Selling Remedy Unit's Assets + Debts to BMC
PHOTRONICS INC: Buys-Back $33.2M of 6% Convertibles Below Par
QWEST: AT&T Calls for Evaluation of Accounting Irregularities
ROADHOUSE GRILL: Set to Emerge from Chapter 11 by September 30

SAFETY-KLEEN CORP: Wins Nod to Sell 3E Company Stake for $12MM
SLI: Court OKs Access to $20MM Interim Post-Petition Financing
STAR TELECOMMS: Sells Nationwide Fiber Network to IDT Corp. Unit
TANDYCRAFTS INC: Committee Balks at Mibec Lease Agreement
TANGER FACTORY: Tapped to Manage Existing Florida Factory Outlet

TEREX CORP: Completes Acquisition of Genie Holdings Assets
THOMSON KERNAGHAN: Court to Rule on Investors' Motion on Thurs.
TYCO INT'L: Will Conduct Investors' Conference Call Tomorrow
UNIROYAL: Gets Nod to Pay UEP Unit's Critical Vendors' Claims
US AIRWAYS: Court Okays Otterbourg as Committee's Lead Counsel

US SEARCH: Fails to Satisfy Nasdaq Minimum Listing Requirements
VANGUARD AIRLINES: Hooters Air Offers to Acquire Certain Assets
VIADOR INC: Enters into Definitive Merger Pact with MASBC, Inc.
WEIRTON STEEL: Annual Shareholders' Meeting Scheduled in Nov.
WHEELING-PITTSBURGH: Seeks $250M Fed. "Byrd Bill" Loan Guarantee

WILLIAM CARTER: S&P Places B+ Long-Term Rating on Watch Positive
WILLIAMS COMMS: UST Says Debtor's Plan Doesn't Comply with Code
WINSTAR COMMS: Trustee Presses for Prompt Turnover of Documents
WORLDCOM INC: MessagePhone Demands Prompt Decision on Contract
WORLDCOM INC: Committee Continues to Work with Senior Management

WORLDCOM INC: Pays GCI $3.5-Mill. Against Prepetition Obligation


360NETWORKS: Wants to Reclassify $3.4M Kajima Claim as Unsecured
360networks inc., and its debtor-affiliates ask the Court to
reclassify Kajima Construction Services, Inc.'s Proof of Claim
No. 862 as a general unsecured claim.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher, in New York,
relates that Kajima is a general contractor that performed
prepetition construction services for 360networks (USA) inc.
The Kajima Claim is secured by a mechanic's lien against the
property known as Carrier Center LA, which is owned by another
debtor, Carrier Center L.A., Inc -- CCLA.  The asserted amount
is $3,473,823.

Mr. Lipkin explains that 360 USA holds a leasehold interest in
the Carrier Center by oral agreement.  Due to the absence of a
specific term of years or a writing, at best, the lease
effectively created a month-to-month tenancy terminable by
either party.

On September 14, 2000, CCLA filed a notice of non-responsibility
to California Code Sections 3094, 3128 and 3129.  Under the
California law, Mr. Lipkin says, by a timely recording a notice
of responsibility with the local county recording and posting
the notice on site, a landlord can protect itself against the
assertion of liens against its property based upon obligations
that are the responsibility of the tenant.

With the month-to-month term, even if the Kajima Claim were
secured by 360 USA's leasehold interest at the Carrier Center,
the security interest would be valueless.  Accordingly, Mr.
Lipkin asserts, the Kajima Claim should be reclassified as a
general unsecured claim against 360 USA. (360 Bankruptcy News,
Issue No. 33; Bankruptcy Creditors' Service, Inc., 609/392-0900)

A-BEST PRODUCTS: Case Summary & Largest Unsecured Creditors
Debtor: A-Best Products Company,Inc.
        5405 East Schaaf Road
        Cleveland, Ohio 44131

Bankruptcy Case No.: 02-12734

Type of Business: The Debtor is a former manufacturer and
                  seller of industrial safety clothing.

Chapter 11 Petition Date: September 20, 2002

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtor's Counsel: Henry Jon DeWerth-Jaffe, Esq.
                  Pepper Hamilton LLP
                  3000 Two Logan Square
                  18th & Arch Street
                  Philadelphia, PA 19103
                  Fax : 215-981-4750

Total Assets: $14,434,315

Total Debts: $575,398

Debtor's 2 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Buckley King & Bluso       Attorney's Fees              $1,878

Baker & Hostetler LLP      Attorney's Fees              $1,991

Debtor's 20 Largest Asbestos Injury Claimants' Lawyers:

Amounts are unknown.

Firm                                       No. of Claimants
----                                       ----------------
Michael V. Kelley, Esq.                        20,153
Kelley & Ferraro LLP
1300 East Ninth Street
1901 Penton Media Building
Cleveland, Ohio 44115

Mark Coulter, Esq.                             4,595
Pierce, Raimond & Coulter, PC
2500 Golf Tower
707 Grant Street
Pittsburgh, PA

Stuart Calwell, Esq.                           3,642
Stuart Calwell, PLLC
405 Capitol Street, Suite 607
PO Box 113
Charleston, WV 52321

Mark C. Meyer, Esq.                            2,781
Goldberg, Persky, Jennings & White
1030 Fifth Avenue
Pittsburgh, PA 15219

Robert A. Pritchard, Esq.                      2,593
PO Box 2184
Frayette, Ms. 39069

Christopher Hickey, Esq.                       2,382
Wallace & Graham, PA
525 North Main Street
Salisbury, NC 28144

Paul S. Lefkowitz, Esq.                        2,069
Climaco, Lefkowitz, Peca, Wilcox &
Garofoli, LPA
9th Floor The Halle Building
1228 Euclid Avenue
Cleveland, Ohio 44115

Thomas W. Bevan, Esq.                          1,998
Bevan & Associates LPA, Inc.
10360 Northfield Road
Northfield, Ohio 44067

Robert P. Sweetney, Esq.                         511
Robert E. Sweetney Co., LPA
1500 Illuminating Building
55 Public Square
Cleveland, Ohio 44113

Law Office of Peter G. Angelos                   500
One Charles Center
100 N. Charles Street
22nd Floor
Baltimore, MD 21201

Angel M. Reyes                                   420
Ratiner Reyes & O'Shea, PA
Suite 1601
1101 Bricknell Avenue
Miami, FL 33131

James Hession, Esq.                              317
202 North Saginaw Street
PO Box 266
St. Charles, MI 48655

John I. Kittel, Esq.                             265
Mazar, Morgan, Meyers & Kittel, PLC
1490 First National Building
Detroit, MI 48226

David E. McClure, Esq.                           261
Grover B. Davis, Esq.
McClure, McClure & Kammen
235 N. Delaware
Indianapolis, IN 46204

Todd B. Naylor, Esq.                             253
Manley, Burke & Lipton
225 West Coast Street
Cincinnati, OH 45202

Ladd Gibke, Esq.                                 146
Baron & Budd
The Centrum, Suite 1100
3102 Oak Lawn Avenue
Dallas, TX 75219

Paul Doolittle, Esq.                             119
Ness, Motley, Loadholt, Richardson & Poole
28 Bridgeside Boulevard
Mt. Pleasant, SC 29465

Michael Serling, Esq.                             56
Michael B. Serling, PC
280 N. Old Woodward Avenue
Birmingham, MI 48009

David M. Cook, Esq.                               50
David M. Cook, LLC
22 West Ninth Street
Cincinnati, OH 45202

Greitzer & Locks                                  44
1500 Walnut Street, 20th Floor
Philadelphia, PA 19102

ACANDS: Wants to Appoint Garden City as Notice & Claims Agent
ACandS, Inc., seeks authority from the U.S. Bankruptcy Court for
the District Of Delaware to hire Garden City Group, Inc., as the
official noticing, claims and balloting agent in the Company's
chapter 11 cases.

There are over 250,000 outstanding claims against the Debtor
based upon or related to asbestos installation.  Absent the
appointment of Garden City as the Debtor's notice, claims and
balloting agent, the Debtor believes that the hundreds of
thousands of claimants involved in the Debtor's Chapter 11 case
will impose substantial administrative burdens on this Court and
the Office of the Clerk of the Court.  The Debtor submits that
the most effective and efficient manner by which to relieve the
Clerk's Office of these burdens is to engage Garden City to act
as the official noticing, claims and balloting agent.

Garden City is fully equipped to handle the volume involved in
properly sending the required notices to, and processing the
claims of, creditors and other interested parties in this case.
Garden City will follow the notice and claim procedures that
conform to the guidelines promulgated by the Clerk's Office and
the Judicial Conference.

Garden City will:

     A) prepare and serve notices in this Chapter 11 Case which
        may include:

        1) notice of the commencement of this Chapter 11 Case
           and the initial meeting of creditors under Section
           341(c) of the Bankruptcy Code;

        2) notice of the claims bar date;

        3) notice of the objections to claims;

        4) notice of any hearings pertaining to the adequacy of
           disclosure statement and/or confirmation of a plan(s)
           of reorganization; and

        5) other miscellaneous notices to any entities;

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

     C) conduct the reconciliation and resolution of claims;

     D) maintain copies of all proofs of claim and proofs of
        interest filed;

     E) maintain official claims registers, including, among
        other things, the following information for each proof
        of claim or proof of interest:

        1) the name and address of the claimant/agent;

        2) the date received;

        3) the claim number assigned; and

        4) the asserted amount and classification of the claims;

     F) implement necessary security measures to ensure the
        completeness and integrity of the claims register;

     G) transmit to the Clerk's Office a copy of the claims
        register on a monthly basis, unless requested by the
        Clerk's Office on a more frequent basis;

     H) act as the balloting agent in connection with a plan of
        reorganization, which will include:

        1) printing of ballots including the printing of credit
           and shareholder specific ballots;

        2) preparing the voting report for the plan by class,
           credits or shareholder for review and approval by the

        3) coordination of mailing of ballots, disclosure
           statement and plan to all voting and non-voting
           parties and provide affidavit of service; and

        4) receiving ballots at a post office box, inspecting
           ballots for conformity to voting procedures, date
           stamping and numbering ballots consecutively and
           tabulating and certifying the results;

     I) maintain an up-to-date mailing list for all entities
        that have filed a proof of claim or proof of interest;

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

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

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

     M) promptly comply with such further conditions and
        requirements as the Clerk's Office or the Court may at
        any time prescribe.

The Debtors will pay Garden City for services at the Firm's
customary hourly rates:

     - Create creditor file             $160 per hour
     - Manual entry of creditor data    $45 per hour
     - Produce schedules                $125 to $250 per hour
     - Claims Processing and Docketing  $60 per hour
     - Document Management              $35 - $75 per hour
     - System Customization
       Programmer                       $125 to $150 per hour
       Senior Programmer                $150 - $175 per hour
     - Standard Reports                 $65 per creation
     - Customized and Ad Hoc Reporting  $125 - $175 per hour
     - Consulting & General Project Management
       Clerical                         $40 - $60 per hour
       Supervisor                       $75 - $95 per hour
       Senior Supervisor/               $95 - $125 per hour
          Bankruptcy Paralegal
       Project Manager                  $150 per hour
       Senior Project Manager           $175 per hour
       Quality Assurance                $175 per hour
       Senior VP Systems and
         Managing Director              $250 per hour
     - Processing ballots               $60 per hour

AcandS, Inc., was an insulation contracting company, primarily
engaged in the installation of thermal and mechanical
insulation. In later years, Debtor also performed a significant
amount of asbestos abatement and other environmental remediation
work. The Company filed for chapter 11 protection on September
16, 2002.  Laura Davis Jones, Esq., at Pachulski Stang Ziehl
Young & Jones represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed estimated debts and assets of over $100

ACOUSTISEAL INC: Retaining W. Y. Campbell as Investment Banker
Acoustiseal, Inc., wants to retain W. Y. Campbell & Company
as Investment Banker to market and sell its business and assets
as a going concern.  The Debtor is seeking authority from the
U.S. Bankruptcy Court for the Western District of Missouri for
Campbell's retention.

The Debtor submits that Campbell is well-qualified to serve as
its investment banker in connection with a sale transaction.
Campbell is in the business of providing such services and has
extensive experience and a respected reputation, particularly in
the automotive industry.

Campbell is expected to:

     a) review the Debtor's businesses and operations, business
        plan and strategies and prospects;

     b) analyze the Debtor's current balance sheet and financial
        position and market performance;

     c) perform comparative market analyses as may be
        appropriate, contrasting the Debtor with other
        comparable companies;

     d) review the Debtor's articles of incorporation, corporate
        bylaws, recent Boards of Director's minutes, indentures
        and other relevant documents;

     e) meet with officials, legal counsel and other advisors
        and consultants as often and as necessary as both the
        Debtor and Campbell deem reasonable in order to assist
        the Debtor with the sale transaction;

     f) assist the Debtor in evaluating and selecting the
        structural alternative that will accomplish the sale
        transaction, including assisting in preparing and
        presenting relevant information to the Debtor's Board of
        Directors with respect to an authorization to proceed;

     g) assist the Debtor in preparing the necessary
        documentation description of the sale transaction;

     h) assist the Debtor in preparation of a "teaser"
        memorandum and request for expressions of interest;

     i) assist the Debtor in preparation and distribution of a
        confidential offering memorandum to potential bidders;

     j) on behalf of the Debtor, contact and meet with security
        holders, lenders and their legal, financial or other
        advisors, as appropriate, to provide information
        explaining the Debtor's proposed Sale Transaction;

     k) work with interested participants in the sale
        transaction and represent the Debtor in negotiations;

     l) participate in any due diligence process that may be
        conducted by participants in the sale transaction;

     m) work with the Debtor in selecting a "stalking horse" bid
        acceptable to the Pre-Petition Agent and the Post-
        Petition Agent;

     n) further assist the Debtor in seeking counterbids for the
        sale; and

     o) assist in the closing(s) of the sale transaction.

Campbell has not received any retainer from the Debtor. The
Debtor does not disclose the compensation it proposes to pay

AES CORP: Units Sell Gas-Fired Peaker Assets to Tenaska for $36M
On September 12, 2002 subsidiaries of AES (AES Greystone, LLC
and its subsidiary Haywood Power I, LLC) sold the Greystone gas-
fired peaker assets currently under construction in Haywood
County, Tennessee to Tenaska Power Equipment, LLC. for $36
million including cash and assumption of certain obligations.
With this sale, AES and its subsidiaries have eliminated any
future capital expenditures related to the facility, and also
settled all major outstanding obligations with parties involved
in this project.  The decision to sell the assets under
construction was due in part to the changed economic
circumstances related to forward power prices as well as AES'
effort to reduce capital spending.  AES will record an after tax
charge of approximately $100 million associated with this sale,
which will be classified as discontinued operations.

AES Corporation develops, owns, and operates plants that
generate more than 64,000 MW of electricity, which is primarily
sold to power distributors. AES has interests in about 180
plants in the Americas, Europe, Asia, and Australia. AES also
sells electricity directly to 18 million customers worldwide
through its interests in distribution companies in nine
countries, mainly in Latin America. In addition, the company is
investing in telecommunications companies in Latin America.

                           *    *    *

As reported in Troubled Company Reporter's June 25, 2002
edition, Fitch Ratings lowered The AES Corp.'s senior unsecured
debt to 'BB-' from 'BB' and has placed its ratings on Rating
Watch Negative. The Rating Watch Negative reflects AES's
constrained liquidity in the next 6-9 months and AES's
dependence on dividends from Latin American subsidiaries. Due to
Fitch's policy regarding the linkage of ratings of subsidiaries
with those of a lower-rated parent, Fitch has also lowered the
ratings of AES's subsidiaries IPALCO Enterprises and
Indianapolis Power and Light, as shown by table below. These
ratings are also placed on Rating Watch Negative, reflecting the
companies' ongoing exposure to AES. The ratings of CILCORP and
Central Illinois Light Company remained unchanged and on Rating
Watch Evolving pending their announced sale to Ameren

The revised ratings of AES, IPALCO, IP&L, CILCORP and CILCO are
as follows:

                         AES Corp.

     -- Senior unsecured debt lowered to 'BB-' from 'BB';

     -- Corporate revolver and ROARS lowered to 'BB-' from 'BB';

     -- Senior subordinated debt lowered to 'B' from 'B+';

     -- Convertible junior debentures and trust convertible
        preferred securities to 'B-' from 'B';

     -- Rating placed on Rating Watch Negative.

                 Indianapolis Power & Light Co.

     -- First mortgage bonds and secured pollution control
        revenue bonds lowered to 'BBB-' from 'BBB';

     -- Senior unsecured debt lowered to 'BB+' from 'BBB-';

     -- Preferred stock lowered to 'BB+' from 'BBB-';

     -- Commercial paper lowered to 'B' from 'F2' and withdrawn;

     -- Ratings placed on Rating Watch Negative.


     -- Senior unsecured debt lowered to 'BB+' from 'BBB-';

     -- Commercial paper lowered to 'B' from 'F2' and withdrawn;

     -- Rating placed on Rating Watch Negative.


     -- Senior unsecured debt 'BBB-';

     -- Rating remains on Rating Watch Evolving pending
        consummation of AES sale of CILCORP to Ameren.


     -- First mortgage bonds and secured pollution control
        revenue bonds 'BBB';

     -- Senior unsecured debt 'BBB-';

     -- Preferred stock 'BBB-';

     -- Commercial paper 'F2';

     -- Ratings remain on Rating Watch Evolving pending the
        consummation of AES sale to Ameren.

The lowered ratings, Fitch said, reflect the increasingly
challenging business environment faced by the company in Latin
America as well as other countries such as the US and the UK,
high consolidated leverage and high parent company leverage. The
Negative Watch is occasioned by the significant refinancing risk
faced by the company in the next six to nine months and the
importance of securing financing or consummating asset sales
during this period. Fitch's ratings also take into consideration
the benefits of diversification in AES' portfolio, recent
announcements on asset sales and actions by AES management to
tighten controls, conserve cash, and reduce strains on corporate

AES Corporation's 10.25% bonds due 2006 (AES06USR1), DebtTraders
reports, are trading at 38 cents-on-the-dollar. See
real-time bond pricing.

A.G. SIMPSON: Ontario Court Fixes Sept. 27, 2002 Claims Bar Date
             A.G. Simpson Automotive Inc.
             and A.G. Simpson Co. Limited
       ("collectively known as the Applicants")

                 Notice to Creditors



Re: Notice of Claims Procedure for the Applicants
    Pursuant to the Companies' Creditors Arrangement Act

PLEASE TAKE NOTICE that this notice is being published pursuant
to an Order of the Ontario Superior Court of Justice made on
August 27, 2002.  The Court has ordered that the Applicants send
Proofs of Claim forms to their known creditors.  Any person who
have not received a Proof of Claim and believe that they have a
claim against the Applicants, whether unliquidated, contingent
or otherwise, should file a Proof of Claim with the Monitor on
or before 5:00 p.m. (Toronto time) on September 27, 2002.

Creditors who have not received a Proof of Claim from the
Applicants should contact KPMG Inc., the Court-Appointed Monitor
of the Applicants (Attention: Audrey Singels-Ludvik, Telephone
(416) 777-3803 and Fax (416) 777-3364) to obtain a Proof of
Claim document package.

Creditors who fail to file a Proof of Claim on or before 5:00
p.m. (Toronto time) on September 27, 2002 shall not be entitled
to vote at any Creditors Meeting which may be held to consider a
Plan of Arrangement, to receive any distribution under a Plan of
Arrangement or to any further notice in respect of these
proceedings, the claims process or any such Plan of Arrangement.

AMERISOURCE-BERGEN: Fitch Changes Outlook on Low-B Debt Ratings
Fitch Ratings has changed the Rating Outlook on AmeriSource-
Bergen Corp., to Positive from Stable. The change in Rating
Outlook reflects stronger than anticipated financial performance
and legitimate prospects for continued improvement in the
company's credit profile. Ratings affected by the change in
Outlook include the following:


    -- Senior Secured Credit Facilities ($300 million Senior
       Secured Term Loan A, $1.0 billion Senior Secured
       Revolving Credit Facility) 'BBB-'.

    Senior Debt:

    -- $500 million Senior Unsecured Notes due 2008 'BB+';

    -- Senior Unsecured Notes ($150 million due 2003 & $100
       million due 2005) 'BB+'.

    Subordinated Debt:

    -- $300 million Unsecured Convertible Subordinated Notes due
       2007 'BB';

    -- $8.4 million Unsecured Exchangeable Subordinated
       Debentures due 2011 'BB';

    -- $300 million Trust Originated Preferred Securities
       (TOPrS) 'BB-'.

Driven by strong pharmaceutical distribution revenue growth and
savings from merger synergies, AmeriSource-Bergen continues to
exceed expectations with credit metrics proving better than
anticipated. Additionally, the company is positioned to
capitalize on a robust generics market.

    -- Fitch anticipates that revenue growth for fiscal year
2002 will come in between 15% and 17% (ending September 30th)
and strong synergy capture related to the integration of the
former AmeriSource Health Corporation and Bergen Brunswig
Corporation will increase profitability vs. pro forma 2001 and
initial Fitch expectations.

    -- The integration of the two companies has gone extremely
well with performance exceeding all expectations. The company
has been successful in rapidly combining the predecessor
companies and establishing a cohesive organization with many of
the administrative integration hurdles successfully cleared.
Part of the success is owed to ABC's senior management's early
recognition of the importance of capturing synergies, acting
quickly and incentivizing managers by tying bonuses to synergy

    -- Profitability gains appear sustainable given the
efficiencies the integration creates, namely an aggressive
distribution center rationalization strategy designed to
position the company with a significantly more efficient
distribution network. In addition to reducing operating costs,
savings in procurement leverage and working capital management
will be significant. Traditional synergy capture including
headcount reduction and IT integration is also being exploited.
In July 2002, ABC management reiterated that it remains on
target to achieve $150 million in annual savings from merger
synergies by September 2004.

    -- A robust generic drug market and ABC's ability to
generate stronger margins from generics lends additional
confidence to the sustainability of the company's recent
profitability gains. Distributor margins are frequently 3-5
times greater on generics than on branded drugs and
profitability gains offset reduced revenues associated with
lower-priced generics.

Fitch anticipates that at the close of fiscal year 2002 coverage
(EBITDA/interest) will be approximately 5.6x versus earlier
expectations of 4.0x. Fitch further anticipates FY 2002 leverage
(total debt/EBITDA) will be approximately 2.3x versus an
anticipated 2.7x. It is important to note however that the
company does experience significant inter-period borrowing given
its large working capital commitments. ABC's liquidity position
is solid with approximately $1.7 billion available through
various liquidity sources. While cash flows vary given working
capital balances and related borrowings, Fitch anticipates ABC
will generate approximately $200 million in free cash flow in FY
2002. Fitch further anticipates gradual improvement in credit
statistics as synergies and generic opportunities are leveraged
further. Credit concerns, from Fitch's perspective, include
unseen integration costs and continued cost containment pressure
from customers.

AMES DEPARTMENT: Seeks Okay to Continue Compensation Procedures
Ames Department Stores, Inc., and its debtor-affiliates seek the
Court's authority to continue reimbursing and compensating the
professionals they retained in these Chapter 11 cases as well as
those employed in the ordinary course of business during the
wind down of their business.  The payment will be made in
accordance with the Court-approved Compensation Procedures.

Martin J. Bienenstock, Esq., at Weil, Gotshal & Manges LLP, in
New York, argues that the professionals should continue to be
paid in accordance with the Compensation Orders because they are
already disadvantaged vis a vis other creditors, and their new
services are critical.  Unlike the Debtors' other postpetition
creditors, who generally have been paid in full in less than 30
days from delivery of goods or services, the Debtors'
professionals have been paid only 80% or 90% of their fees, with
the unpaid amount 30% to 66% of their gross margin.
Consequently, any additional holdback on professional fees would
further disadvantage professionals who are providing critical
services to the Debtors' estates.

Mr. Bienenstock maintains that the efforts of professionals
retained in these Chapter 11 cases are critical to an orderly
wind down of the Debtors' business.  The Debtors undoubtedly
will require crucial, time-intensive, professional services
while they conduct the GOB Sales, wind down their business, and
close their estates.

"Large law firms generally operate on 30% to 35% margins.  This
means the law firms have not been paid 30% to 66% of their
profits for the duration of the case, while most all other
creditors have been paid 100% of their accrued profits for the
bulk of the case," Mr. Bienenstock says.

                    Wings Mfg. & Shalom Object

Wings Manufacturing Corporation and I. Shalom & Co., Inc. hold
significant administrative claims against the Debtors.

Because the Debtors' business is in a liquidation mode, Wings
Manufacturing and Shalom believe that it is inappropriate for
the Court to allow the Debtors to continue paying professionals.

Joel M. Shafferman, Esq., at Robinson Brog Leinwand Greene
Genovese & Gluck P.C., in New York, tells the Court that not all
postpetition creditors were paid in full.  The Debtors still
have to pay:

    -- Wings Manufacturing $137,136 for its deliveries from July
       24, 2002 through August 7, 2002; and

    -- Shalom $82,753 for deliveries from July 9, 2002 through
       and including August 5, 2002. (AMES Bankruptcy News,
       Issue No. 25; Bankruptcy Creditors' Service, Inc.,

BETHLEHEM STEEL: Intends to Amend Greenhill's Engagement Terms
To complement the employment of Credit Suisse, Bethlehem Steel
Corporation and its debtor-affiliates decided to amend the terms
of Greenhill & Co. LLC's employment.

Senior Vice President, Chief Financial Officer and Treasurer of
Bethlehem Steel Corp., Leonard M. Anthony, explains that, under
the terms of the Amended Greenhill Engagement Letter, Greenhill
will still provide the same financial advisory and investment
banking services as principal advisor to the Debtors and their
Board of Directors.  However, Greenhill and the Debtors have
agreed to reduce the Restructuring Fee to $6,000,000.  In
addition, the parties agree that any Restructuring Fees or
transactional fees payable to Greenhill -- as well as to Credit
Suisse -- may not exceed a total of $12,000,000.  Any
Restructuring Fee exceeding $8,000,000 would be subject to
review under Section 330 of the Bankruptcy Code.

The terms of the original engagement provides that if a
Restructuring is consummated during the term of Greenhill's
engagement or within 18 full months of the termination of its
engagement, Greenhill could be entitled to a transaction fee
equal to $12,000,000. (Bethlehem Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

BETHLEHEM STEEL: Says New Labor Contract Essential for Emergence
In response to media inquiries concerning Bethlehem's reaction
to a statement by the United Steelworkers of America following
the conclusion of the Basic Steel Industry Conference, the
following statement is attributable to Robert S. Miller Jr.,
Bethlehem's chairman and chief executive officer:

     "For the past year, Bethlehem has been speaking with the
United Steelworkers of America concerning the perilous
conditions facing the company. We welcome the union's call to
launch innovative new bargaining initiatives.

     "Although the industry has been seriously injured by unfair
trade, Bethlehem has productivity disadvantages compared to
certain of our domestic competitors as well. The key players in
the domestic steel industry are no longer the old, stand-alone
fully integrated firms like Bethlehem. Instead, newer, more
nimble firms like Nucor and ISG are setting the standard for
modern work practices, compensation packages that reward workers
based on the success of their individual business units,
outsourcing non-core work, absence of restrictive work rules,
and appropriately staffed facilities.

     "Bethlehem has accumulated over $5 billion of unfunded
retiree obligations that it simply can no longer afford. Among
many difficult issues to be discussed between the company and
the union is the resolution of how retirees can receive health
care at an acceptable cost to Bethlehem. The union leadership,
we believe, understands the enormity of this expense and that
Bethlehem can not afford to continue to pay for these benefits
as currently constituted.

     "Bethlehem has been advocating the much-needed
consolidation of the industry. Key to consolidation is a labor
package that recognizes the realities of the marketplace. For
Bethlehem to emerge from bankruptcy protection and be attractive
as a potential consolidation partner, an innovative and
radically different contract must be achieved with the United
Steelworkers of America. We look forward to further discussions
with the USWA leadership toward that goal."

Bethlehem Steel Corporation's 10.375% bonds due 2003 (BS03USR1)
are trading at 7 cents-on-the-dollar, DebtTraders reports. See
real-time bond pricing.

BUDGET GROUP: Committee Taps Ashby & Geddes as Delaware Counsel
The Official Committee of Unsecured Creditors seeks the Court's
authority to retain, effective August 8, 2002, Ashby & Geddes
P.A. as the Delaware counsel to the Committee, in the chapter 11
cases involving Budget Group Inc., and its debtor-affiliates.

Committee Chairperson Lisa A. Miller tells the Court the
Committee wants to retain Ashby & Geddes because of its
substantial experience in bankruptcy matters, including
bankruptcies involving insolvency, corporate reorganization and
debtor-creditor law and commercial law.  It also has
participated in numerous proceedings before the Court under
Chapter 11 of the Bankruptcy Code.

The services that Ashby & Geddes will be rendering these
services to the Debtors will include, but will not be limited

-- Providing legal advice as Delaware counsel regarding the
   rules and practices of this Court applicable to the
   Committee's powers and duties as an official committee
   appointed under Section 1102 of the Bankruptcy Code;

-- Providing legal advice as Delaware counsel regarding the
   rules and practices of this Court applicable to any
   Disclosure Statement and Plan filed in these cases and with
   respect to the process for approving or disapproving
   Disclosure Statements and confirming or denying confirmation
   of a Plan;

-- Providing legal advice as Delaware counsel regarding the
   Debtors' motions to establish bidding procedures and to sell
   assets and to obtain postpetition financing;

-- Preparing and reviewing as Delaware counsel applications,
   motions, complaints, answers, orders, agreements and other
   legal papers filed on or behalf of the Committee for
   compliance with the rules and practices of this Court;

-- Appearing in Court as Delaware counsel to present necessary
   motions, applications and pleadings and otherwise protecting
   the interests of the Committee and unsecured creditors of the
   Debtors; and

-- Performing any other legal services for the Committee as the
   Committee believes may be necessary and proper in these

Ashby & Geddes will be working together with the Committee's
lead counsel, Brown Rudnick Berlack Israels LLP to ensure that
there will be no unnecessary duplication of effort on behalf of,
or services rendered to, the Committee.

Apart from being reimbursed for the actual, necessary expenses
it incurs, Ashby & Geddes will be compensated on an hourly
basis. The hourly rates applicable to Ashby & Geddes attorneys
and paralegals that will represent the Committee are:

          Attorney            Position      Rate
     ---------------------   -----------    ----
     William P. Bowden        Partner       $350
     Christopher S. Sonchi    Partner        310
     Ricardo Palacio          Associate      250
     Travis Vandell           Associate      145
     Christina M. Garvine     Paralegal      130

Other professionals at Ashby & Geddes may perform services for
the Committee.

Christopher S. Sonchi, Esq., a member of Ashby & Geddes, informs
the Court that Ashby & Geddes are currently representing these
parties in other bankruptcy cases: JP Morgan Chase Bank, The
Chase Manhattan Bank NA, Lyonnais, Lehman Brothers Inc. and
Lehman Commercial Paper Inc., Deutsche Bank AG, Merrill Lynch,
Pierce, Fenner & Smith, Incorporated, Wells Fargo Bank Minnesota
N.A., Salomon Smith Barney Inc., Wachovia Bank NA, AT&T
Broadband, Sabre Inc., TMP Worldwide, and CIT Group/Business
Credit Inc.

Mr. Sonchi adds that Ashby & Geddes formerly represented these
parties in other bankruptcy cases as well: Cendant Corporation,
General Electric Capital Business Asset Funding Corp., GE
Capital Fleet Services, Wells Fargo Equipment Leasing, Wells
Fargo Business Credit, Inc. f/k/a Norwest Business Credit Inc.,
Wells Fargo Leasing Corporation, Credit Lyonnais, The Chase
Manhattan Bank n/k/a JP Morgan Chase Bank, Chase Manhattan Trust
Company NA, Credit Suisse First Boston, Credit Suisse First
Boston Management Corporation, Morgan Stanley  and AT&T Corp.

But Mr. Sonchi assures the Court that the firm is a does not
hold or, represent any interest adverse to the Debtors' estates
in matters upon which it is to be engaged. (Budget Group
Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

BULL RUN: Lenders Agree to Extend Credit Facility Until Oct. 15
On September 13, 2002, Bull Run Corporation and its lenders
amended the Company's bank credit facility in order to, among
other things, change the facility's maturity date from September
13, 2002 to October 15, 2002. The Company has agreed to terms
proposed by its lenders for an additional extension of the
credit facility to September 30, 2003. The lenders are in the
process of preparing documents for an amended and restated
credit agreement with a view to executing the agreement prior to
October 15, 2002.

During the period prior to the execution of the amended and
restated agreement, the Company is required to fulfill, and is
in the process of fulfilling, certain conditions of closing, all
of which it expects to meet prior to October 15, 2002. The
Company believes that the agreed-upon terms of the amended and
restated agreement, taken as a whole, are more favorable to the
Company than the terms of its current agreement.

Bull Run formerly relied on its Datasouth Computer subsidiary --
which makes heavy-duty dot matrix and thermal printers -- for
nearly all of its sales. Bull Run sold Datasouth in late 2000
and now concentrates on its Host Communications sports and
affinity marketing unit. It provides consulting; event hosting;
member communication and recruitment; publishing; TV, radio, and
Internet program production; and other services to college and
high school sports teams, athletic conferences, and
associations. Clients include the National Collegiate Athletic
Association and the National Federation of State High School

CALPINE: Sells Additional 3.45M Canadian Power Income Fund Units
Calpine Corporation (NYSE: CPN), a leading North American power
producer, announced that the syndicate of underwriters, jointly
led by Scotia Capital Inc. and CIBC World Markets Inc., has
fully exercised the over-allotment option that it was granted as
part of the initial public offering of Trust Units in the newly
established Calpine Power Income Fund.  As a result, the
underwriters have acquired 3,450,000 additional Trust Units of
the Fund at Cdn$10 per Trust Unit, generating Cdn$34.5 million.
This brings the total gross amount of the initial public
offering to Cdn$264.5 million.

As an unincorporated open-ended trust, the Fund invests in
electrical power generation, transmission and distribution
assets.  It indirectly owns interests in two power plants in
British Columbia and Alberta and has a loan interest in a power
plant in Ontario.  The Fund is managed by Calgary, Alberta-based
Calpine Canada Power Ltd.  Trust Units are listed on the Toronto
Stock Exchange under the symbol CF.UN.

The securities offered have not been registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or
sold in the United States absent registration or an applicable
exemption from the registration requirements.  This news release
shall not constitute an offer to buy these securities in any
state of the United States or province of Canada.

Based in San Jose, Calif., Calpine Corporation is an independent
power company that is dedicated to providing customers with
clean, efficient, natural gas-fired power generation.  It
generates and markets power through plants it develops, owns or
operates in 23 states in the United States, three provinces in
Canada and in the United Kingdom.  Calpine also is the world's
largest producer of renewable geothermal energy, and it owns 1.0
trillion cubic feet equivalent of proved natural gas reserves in
Canada and the United States.  The company was founded in 1984
and is publicly traded on the New York Stock Exchange under the
symbol CPN.  For more information about Calpine, visit its Web
site at

Calpine's June 30, 2002 balance sheet shows a working capital
deficit of about $369 million and a greater than 4:1 debt-to-
equity ratio.

CHAMPION ENT.: Says Restructuring Actions Begin to Yield Results
The following Management Report from Walter R. Young, Chairman,
President and CEO of Champion Enterprises, Inc. (NYSE: CHB), was
posted to Champion's Web site and sent to interested parties:

     "With this Management Report, I'll update you on the status
of our restructuring actions, ongoing operations and financial
position.  Also, I'll discuss various industry issues which have
affected our industry forecasts for this year and next.

              Restructuring and Operations Update

     "The benefits of our recent restructuring actions are
beginning to show. Improvements are being realized in our
ongoing operations and in our financial position.  The costs of
these actions are inline with what we had previously forecasted.
An update for each of our segments follows.

     "Retail -- Results through August indicate that, as
previously announced, the 117 retail sales locations we
currently operate should be at breakeven in the third quarter.
Since the end of June, we've liquidated 350 new homes at our
company-owned stores, or more than $10 million of inventory.  As
to market conditions, retail traffic at our sales centers
continues to hold up well and rose about 5% per average store
year-over-year in August.

     "Manufacturing -- Excluding costs to close and consolidate
manufacturing facilities in the third quarter, our manufacturing
operations continue to be profitable.  The 39 facilities we're
operating are poised for improved margins and higher profits.
Independent retailers remain conservative with their inventory
levels, affecting wholesale sales in the short run but losses
related to retailer defaults remain minimal.  Retailers that
have joined the Champion Home Center (CHC) distribution network
total 627 locations, up from 473 at the beginning of the year.
Growing this program remains a priority.

     "Finance -- At HomePride Finance we continue to be pleased
with the volume and quality of loans originated.  In the first
two months of third quarter, loans generated totaled $15
million, bringing originations since inception to $21 million.
With the uncertainty surrounding availability of chattel
financing, we're especially glad to have HomePride for home-only
loans to consumers who purchase Champion-built products.

     "Our recent joint venture with National City Mortgage Co.,
is a positive step in providing real estate financing for our
customers.  National City understands the mortgage process and
has the resources and experience to provide CHC's with a
dedicated source of real estate financing.  This alliance is a
great opportunity for company stores and independent locations
to learn the real estate loan process and to offer conforming
real estate mortgages to their customers.

     "Liquidity -- In July and August we generated $15 million
in cash flow from operations even after using $2.5 million for
closing-related expenses.  We ended August with $94 million in
unrestricted cash, which was $9 million more than we had at the
end of the second quarter.  This improved cash position is the
result of our efforts to manage our businesses for cash and our
restructuring actions.

                        Industry Update

     "Deutsche -- On Monday Deutsche Financial Services
announced that it is liquidating its manufactured housing floor
plan lending portfolio estimated to be about $520 million.  They
will no longer approve loans after October 31 or fund loans
after November 15.  Although the impact of Deutsche exiting the
industry is not known, the exit of Conseco Finance earlier this
year has been orderly with more financing coming from not only
the national lenders, but also local and regional banks.  At the
time of Conseco's exit, they had about $770 million of floor
plan loans outstanding.  Regardless, the industry sure didn't
need this additional challenge!

     "As to our independent retailers, they have approximately
$86 million of floor plan loans for Champion-built homes
outstanding with Deutsche.  These loans will either need to be
transitioned to other lending sources or the homes liquidated.
Of this total, about $66 million is still under our repurchase
obligation.  For our company stores we have a $5 million credit
line with Deutsche and less than $2 million utilized.

     "Conseco -- Although no one knows how the issues regarding
Conseco will unfold, we believe that a few things are highly
probable.  First, Conseco's lending volume will remain tight
with the level of home-only loans they originate continuing to
decrease.  We expect that they will wholesale more of their
repossessions, keeping them local and liquidating them quickly.
Finally, we believe that their $25 billion loan portfolio will
continue to be serviced on an orderly basis.

     "Industry Forecasts -- Due to uncertainty regarding
wholesale and consumer financing, retailers continue to lower
new home inventory levels.  We estimate that inventories in the
retail distribution channel will be reduced by 25,000 homes this
year, or by more than 25% of the December 2001 total.  As a
result, we've lowered our 2002 industry wholesale shipment
estimate to 170,000 homes from 180,000 previously.  Our revised
industry forecasts are as follows:

                            2001           2002         2003

(Homes, in 000's)        Actual           Est.         Est.

Repossessions            90             90    -       80   -11%

New retail               212            195   -8%     205    +5%

Total demand             302            285   -6%     285     -

Inventories              97             72  -26%      62   -14%

Shipments/production     193            170  -12%     195   +15%

     "To end on a positive note, we are pleased that one of the
rating agencies recently acknowledged our restructuring actions
and confirmed our ratings as previously assigned although they
changed the outlook to negative.

     "We look forward to talking with you on October 16, 2002
when we release our third quarter results."

Champion Enterprises, Inc., headquartered in Auburn Hills,
Michigan, is the industry's leading manufacturer and has
produced nearly 1.6 million homes since the company was founded.
The company operates 39 homebuilding facilities and 117 retail
locations.  Independent retailers, including
627 Champion Home Center locations, and approximately 400
builders and developers also sell Champion-built homes.  In
addition, the company provides financing for retail buyers of
its homes.  Further information can be found at the company's
Web site at

                         *     *     *

As reported in Troubled Company Reporter's Aug. 20, 2002
edition, Standard & Poor's Ratings Services placed its ratings
on Champion Enterprises Inc., and its subsidiary, Champion Home
Builders Co., on CreditWatch with negative implications. The
CreditWatch placements follow Champion's recent announcement
that it will incur significant restructuring charges as it
attempts to further rationalize its operations in the face of a
prolonged recession in the manufactured home building industry.

The manufactured housing industry has entered its fourth year of
a down cycle that was initially caused by poor lending
practices. A previously anticipated recovery continues to be
forestalled by the persistent scarcity of retail consumer
financing. According to the Manufactured Housing Institute,
manufactured home shipments were down another 2.6% during the
first five months of 2002. The Institute's current projections
of relatively flat shipments for the full year 2002 now appear
overly optimistic, given the continued limited availability of
consumer financing, and in particular, the present difficulties
faced by Conseco Inc. ('SD'), the nation's largest supplier of
retail consumer financing for the manufactured housing industry.

              Ratings Placed On CreditWatch Negative

                                     To               From
      Champion Enterprises Inc.
        Corporate Credit Rating          BB-/Watch Neg     BB-
        $200 mil. 7.625% senior unsecured
        notes due 2009                   B/Watch Neg       B
      Champion Home Builders Co.
        Corporate Credit Rating          BB-/Watch Neg     BB-
        $150 mil. 11.25% senior unsecured
        notes due 2007                   B/Watch Neg       B

Champion Enterprises Inc.'s 7.625% bonds due 2009 (CHB09USR1),
DebtTraders says, are trading at 30 cents-on-the-dollar. See
real-time bond pricing.

CHEROKEE INT'L: Considering Debt Restructuring Alternatives
Cherokee International LLC, a leading manufacturer of switch-
mode power supplies, has fixed Sept. 12, 2002, as the record
date for the purpose of establishing those holders entitled to
notice of and to consider potential amendments to the indenture
governing its 10-1/2 percent Senior Subordinated Notes due 2009.

As previously disclosed, the company is reviewing and
considering restructuring alternatives with respect to these
notes. Although Cherokee has not yet finalized any restructuring
plan, the company has established the record date to ensure its
flexibility in considering alternatives. These alternatives may
include, among other things, amending certain terms of the
indenture governing the outstanding notes, which would require
the solicitation of consents from the holders.

CHESAPEAKE ENERGY: Taps Petrie Parkman to Sell Permian Assets
Chesapeake Energy Corporation (NYSE: CHK) announced that its
Board of Directors has declared a $0.03 per share quarterly
dividend that will be paid on October 15, 2002 to common
shareholders of record on October 1, 2002. Chesapeake has
approximately 166,000,000 common shares outstanding.  The
expected annual cost of the common stock dividend will be about
$20 million.

In addition, Chesapeake's Board has declared a regular quarterly
cash dividend on Chesapeake's 6.75% Cumulative Convertible
Preferred Stock, par value $.01.  The dividend for the preferred
stock is payable on November 15, 2002 to preferred shareholders
of record on November 1, 2002 at the quarterly rate of $0.84375
per share.  Chesapeake has 2,998,000 shares of preferred stock
outstanding with a liquidation value of $150 million.  The
annual cost of Chesapeake's preferred stock dividend is about
$10 million.

The company also announced that it intends to sell or trade its
Permian Basin assets so that it can further tighten its focus on
the Mid-Continent region, where 85% of its assets are presently
located.  The company will favor proposals that involve a trade
of Mid-Continent assets for Permian assets.  In the Permian,
Chesapeake produces approximately 18 million cubic feet of gas
equivalent per day (60% gas).  By comparison, in the Mid-
Continent the company is the region's largest producer with
proved reserves exceeding 1,800 bcfe and daily production
exceeding 450 million cubic feet of gas equivalent. Chesapeake
has hired Petrie Parkman & Co., to assist it with the Permian
asset sale or trade process.

                         Management Comment

Aubrey K. McClendon, Chesapeake's Chairman and Chief Executive
Officer, commented, "We believe [Fri]day's announcements are
beneficial to our shareholders for several reasons.  First, our
planned exit from the Permian reflects the reality that while
Chesapeake is the largest gas producer in the Mid-Continent, we
are a minor player in the Permian.  We see many other companies
in the reverse position and expect to execute a trade or series
of trades that can be mutually beneficial for the companies
involved.  As a result of higher gas prices, lower operating
costs, more accessible land and better drilling results, our
returns on investment have been greater in the Mid-Continent
than in the Permian.  Chesapeake's unmatched regional scale has
been an important key to delivering top-tier financial returns
to our shareholders during the past four years.  We intend to
continue this strategy in the years ahead.

"Secondly, the initiation of a common stock dividend reflects
our confidence in Chesapeake's financial strength and the
positive fundamentals we see for gas prices in the years ahead.
In addition to the capital gains that we expect Chesapeake to
generate for shareholders in the future, the common stock
dividend should deliver further value to our shareholders.  At
today's stock price, the annualized dividend yield would be
1.9%, very competitive with the S&P 500's current dividend yield
of 1.7%.  The annual cost of this program is a modest $20
million per year and should not impact our ability to continue
growing our company's assets at 5-15% per year, reducing
relative or absolute debt levels and delivering one of the
industry's leading total returns to shareholders."

Chesapeake Energy Corporation is one of the largest independent
natural gas producers in the U.S.  Headquartered in Oklahoma
City, the company's operations are focused on developmental
drilling and property acquisitions in the Mid-Continent region
of the United States.  The company's Internet address is

                         *    *    *

As reported in Troubled Company Reporter's Aug. 9, 2002 edition,
Moody's Investors Service took several rating actions on
Chesapeake Energy Corporation.

                      Rating Assigned

      * B1 - $250 million senior unsecured notes, due

                      Ratings Affirmed

      * B1 - $108 million 7.875% senior unsecured notes, due

      * B1 - $250 million 8.375% senior unsecured notes, due

      * B1 - 800 million 8.125% senior unsecured notes, due

      * B1 - $143 million 8.5% senior unsecured notes, due 2012,

      * Caa1 - $150 million 6.75% convertible preferred,

      * B1 - Senior Implied Rating,

      * B2 - Unsecured Issuer Rating.

Ratings outlook is positive.

Proceeds from the $250 million notes will be used to repay
outstanding debts and fund three pending acquisitions.

Fitch Ratings has assigned a 'BB-' rating to Chesapeake Energy's
$250 million senior note offering. Fitch maintains its 'BB+'
rating on its senior secured bank facility and a 'B' rating on
its convertible preferred stock. The Rating Outlook for
Chesapeake is Stable.

CHINA ENTERPRISES: Fails to Meet NYSE Continued Listing Criteria
China Enterprises Limited (NYSE: CSH) announces that the New
York Stock Exchange informed the Company that the NYSE intends
to suspend trading in the Company's common stock prior to the
Exchange's opening on Friday, September 27, 2002, for failure to
meet the NYSE's continuing listing standards.  The Company
intends to request a review of the NYSE's decision according to
NYSE appeal procedures. Following the review, if the Company is
unsuccessful in its appeal, the NYSE may apply to the SEC to
delist the common stock from the NYSE.

As the Company previously announced on March 4, 2002, the
Company received a notice from the NYSE that the Company was not
in compliance with the NYSE requirement of an average global
market capitalization of at least $15,000,000 over a consecutive
30 trading day period.  The Company submitted a business plan to
the NYSE designed to bring the Company into compliance with the
continuing listing standards.  Despite the plan, the Company has
recently fallen below the NYSE's continuing listing standard
requiring an average closing price of its common stock of at
least $1.00 for a consecutive 30 trading day period.

As of this time, the Company intends to appeal the NYSE's
suspension and is exploring its options.

The Company, formerly known as China Tire Ltd.,
is a holding company for a number of Sino-foreign equity joint
venture enterprises and two other international joint ventures,
which manufacture and market tires in China and other countries
abroad.  The Company also has a substantial interest in an
investment holding company the subsidiaries of which are
principally engaged in the business of providing package tours,
travel, transportation and other related services.

CMS ENERGY: Closes Oil and Gas LDC Sale to Perenco Affiliate
CMS Energy Corporation (NYSE: CMS) has closed a sale of the
stock of CMS Oil and Gas (Venezuela) LDC to an affiliate of
Perenco SA.  The transaction is part of a previously announced
sale of all of CMS Energy's exploration and production business
for approximately $232 million.  With the closing of the primary
CMS Oil and Gas Company stock sales to Perenco announced earlier
this week, sales covering substantially all of CMS Energy's oil
and gas properties have been completed.  Closing of the sale of
its Colombian oil and gas properties, which is pending
government approval, is expected by early October.

CMS Energy Corporation is an integrated energy company, which
has as its primary business operations an electric and natural
gas utility, natural gas pipeline systems, independent power
generation, and energy marketing, services and trading.

For more information on CMS Energy, please visit its Web site at

                         *    *    *

As reported in Troubled Company Reporter's Sept. 6, 2002
edition, Fitch downgraded CMS Energy and its subsidiaries,
Consumers Energy Co., and CMS Panhandle Eastern Pipe Line Co.
The senior unsecured debt rating of CMS has been lowered to 'B+'
from 'BB-'. The downgrades of Consumers and PEPL reflect Fitch's
notching criteria with respect to parent and subsidiary ratings.
CMS and Consumers will remain on Rating Watch Negative due to
continuing concerns surrounding CMS' weak liquidity position,
high parent debt levels and limited financial flexibility. The
Rating Watch will remain in place pending a meeting with CMS
management within the next several weeks to review the company's
updated business plan. In addition, Fitch has revised the Rating
Watch of PEPL to Evolving from Negative, reflecting the recent
announcement by CMS that it is exploring the sale of PEPL and
related assets, including CMS Field Services, Trunkline Pipeline
and the LNG facility. The Rating Watch takes into consideration
that CMS will ultimately divest of PEPL, and as such, the
ratings of PEPL will no longer be tied to those of CMS.

The revised ratings for CMS and Consumers reflect concerns
regarding projected cash constraints at each of the companies
for the remainder of the year. Consumers' operating cash flow is
forecasted to be negatively impacted over the next several
months due to high capital expenditure requirements for
environmental compliance, gas purchases made during the summer
months and a $103 million dividend to CMS in October. Consumers
is expected to spend between $230-270 million between 2002 and
2004 on environmental compliance costs, and the utility is
currently unable to recover these costs through rates due to the
rate freeze in place through December 31, 2003.

CORRPRO: Adjourns Annual Shareholders' Meeting Until October 11
Corrpro Companies Inc., (Amex: CO) convened its annual meeting
of shareholders as scheduled on September 19, 2002 and reviewed
the performance of its business over the past fiscal year, but
adjourned the formal portions of the meeting to reconvene on
Friday, October 11, 2002.  The reconvened annual meeting of
shareholders will be held at Corrpro's corporate headquarters
located at 1090 Enterprise Drive, Medina, Ohio 44256 at 10:00
a.m. local time.  Adjournment of the annual meeting was
necessary because Corrpro had not yet attained a quorum for
purposes of shareholder voting, and will allow additional time
for its shareholders to receive and review proxy materials
before Corrpro conducts its shareholder voting at the reconvened
meeting.  The previously scheduled formal agenda items will
remain the same as described in Corrpro's proxy statement dated
August 30, 2002.  The record date will remain August 15, 2002.
Corrpro will accept proxy cards received at or before the
reconvened meeting.

Corrpro, headquartered in Medina, Ohio, with over 60 offices
worldwide, is the leading provider of corrosion control
engineering services, systems and equipment to the
infrastructure, environmental and energy markets around the
world.  Corrpro is the leading provider of cathodic protection
systems and engineering services, as well as the leading
supplier of corrosion protection services relating to coatings,
pipeline integrity and reinforced concrete structures.

                           *    *    *

As reported in Troubled Company Reporter's Aug. 22, 2002
edition, Corrpro Companies continues to implement elements of
its overall plan of business improvement and debt reduction. The
Company's strategy includes a plan to divest of non-core and
select international business units to accelerate debt reduction
and improve the Company's operating performance. To assist these
efforts, the Company has engaged the firm of Carl Marks
Consulting Group LLC.  P. Elliott Burnside, a managing director
of Carl Marks, has joined the Company in the role of Chief
Restructuring Officer to manage the plan's implementation.

CTN MEDIA: Selling College Television Network to MTV for $15MM
CTN Media Group, Inc., (OTC Bulletin Board: UCTN) has entered
into a definitive asset purchase agreement to sell the College
Television Network to MTV Networks, a division of Viacom Inc.,
(NYSE: VIA, VIA.B) for $15 million in cash, subject to certain
adjustments.  Under the transaction, Viacom will provide the
Company with a prepayment of a portion of the purchase price to
fund working capital of the Company up to the closing, which is
expected in the fourth quarter of 2002.

The closing of the transaction is subject to customary closing
conditions. Contemporaneously with the execution of the asset
purchase agreement, U-C Holdings, LLC, and Willis Stein &
Partners, L.P., its managing member, entered into a voting
agreement with Viacom which provides, among other things, that
Holdings will vote in favor of the transactions contemplated by
the asset purchase agreement.  CTN will send an information
statement relating to the sale to all of its stockholders.  The
sale is expected to be completed 20 days after mailing of the
information statement.

CTN intends to use the proceeds of the sale to Viacom to repay
its secured indebtedness of approximately $11.5 million to
LaSalle Bank and Holdings.  The balance of the proceeds from the
sale and proceeds from the collection of accounts receivable and
other remaining assets will be used to pay unsecured creditors.
The Company's common stockholders will not receive proceeds from
this transaction.  The College Television Network is CTN's sole
remaining business.

Tom Rocco, President of CTN Media Group, Inc., said, "With this
acquisition, College Television Network will now gain the
incredible resources MTV can provide to achieve its true
potential as the premier network service, specifically created
for the college market. We've worked hard over the past 8 years
to build CTN, and now we have the perfect opportunity to make it
a truly viable media outlet."

CYANOTECH CORP: Nasdaq Okays Listing Transfer to SmallCap Market
Cyanotech Corporation (Nasdaq: CYAN) announced that Nasdaq
approved its application to transfer its common stock from the
Nasdaq National Market System to the Nasdaq SmallCap Market
effective September 23, 2002.

Cyanotech's common stock will continue trading under its current
symbol: CYAN.

Cyanotech Corporation, the world's leader in microalgae
technology, produces high-value natural products from
microalgae. Corporate and product information is available at

As reported in Troubled Company Reporter's June 20, 2002
edition, Cyanotech Corp., received a delisting warning letter
from Nasdaq for failure to comply with the $1.00 minimum bid

DEPOMED INC: AMEX Accepts Plan to Meet Listing Requirements
DepoMed announced that on September 17, 2002, the Company
received notice from the staff of the American Stock Exchange
that the AMEX had accepted the Company's plan to regain
compliance with AMEX listing standards and had granted the
Company an extension until January 2004 to regain compliance
with those standards. The Company will be subject to periodic
review by the AMEX staff during the extension period. Failure to
make progress consistent with the terms of 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 AMEX.

As previously disclosed, the AMEX staff notified the Company in
June 2002 that the Company has fallen below Section 1003 (a)(i)
of the AMEX Company Guide for having sustained losses in two of
its three most recent fiscal years and stockholders' equity of
less than $2,000,000 and below Section 1003 (a)(ii) of the AMEX
Company Guide for having sustained losses in three of its four
most recent fiscal years and stockholders' equity of less than
$4,000,000. The Company was afforded the opportunity to submit a
plan of compliance to the AMEX and presented its plan to the
AMEX in July 2002.

DepoMed, Inc., a development stage company, is applying its
innovative oral drug delivery systems to the development of
novel oral products and improved formulations of existing oral
drugs. DepoMed's Gastric Retention System is a patented oral
drug delivery technology designed specifically for drugs
preferentially absorbed high in the gastrointestinal tract.
Using normal physiological processes by which the stomach
retains large objects for further digestion, the GR System
swells following ingestion and is retained in the stomach for a
number of hours, while it continuously releases the incorporated
drug at a controlled rate to absorption sites in the upper
intestinal tract. The controlled release of the drug at the
preferred absorption site optimizes delivery of the drug during
the "therapeutic window," potentially maximizing its therapeutic
benefits. In addition to developing products jointly with other
companies, DepoMed is developing its own line of proprietary
products based on off-patent and over-the-counter drugs.
Additional information about DepoMed may be found at the
company's Web site at

EGAMES: Must Achieve Positive Cash Flow to Continue Operations
eGames, Inc., formerly RomTech, Inc., is a publisher of consumer
entertainment PC software games incorporated in Pennsylvania in
July 1992. In August 1998, the Company acquired Software
Partners Publishing and Distribution Ltd., a United Kingdom-
based distributor of personal computer software for consumer
entertainment and small office/home office applications. On
March 31, 1999 Software Partners changed its name to eGames
Europe Ltd. On May 11, 2001 it sold eGames Europe to Greenstreet
Software Limited, a United Kingdom-based software publisher and

eGames, Inc., sustained a significant loss during fiscal 2001,
and achieved only minimal net income in fiscal 2002 exclusive of
the non-cash impact from fiscal 2002 agreements with two
national drug store retailers. The Company began operations in
July 1992, and experienced significant losses from inception
through the end of fiscal 1997. It earned approximately
$253,000, $463,000 and $1,253,000 in fiscal 2000, 1999 and 1998,
respectively, and in fiscal 2001, sustained a net loss of
$5,933,000. Prior to fiscal 1998, the Company funded operations
mostly through proceeds from the initial public offering of
common stock in October 1995 and through the sale of preferred
stock in private offerings in November 1996, and January and
April 1997, in addition to proceeds from the exercise of various
common stock warrants and stock options. It has since funded its
business activities from cash generated from operations and bank
borrowings. Currently, it does not have access to further bank

Net income in fiscal 2002 was $2,181,000. Exclusive of the non-
cash impact from the fiscal 2002 agreements with two national
drug store retailers, net income in fiscal 2002 was only
$76,000.The accumulated deficit at June 30, 2002 was $9,768,000.
Even though eGames achieved modest profitability in fiscal 2002,
given current market conditions in the United States in general,
and the effects from the significant loss sustained in fiscal
2001, there can be no assurance that the Company will be
profitable in fiscal 2003. eGames operations today continue to
be subject to all of the risks inherent in the operation of a
small business, which has liquidity problems in a highly
competitive industry dominated by larger competitors. These
risks include, but are not limited to, development, distribution
and marketing difficulties, competition, and unanticipated costs
and expenses.

eGames has experienced severe liquidity problems. On July 23,
2001, its commercial lender, Fleet Bank, notified it that
because of its default of the financial covenants under its
$2,000,000 credit facility as of June 30, 2001, and due to
material adverse changes in the Company's financial condition,
the bank would no longer continue to fund its credit facility.
On November 2, 2001, eGames entered into an agreement with Fleet
Bank to pay off the outstanding balance at that time of
$1,400,000 owed to Fleet Bank over a twenty-two month period.
The agreement also provides that, despite eGames' defaults under
the loan documents, Fleet Bank would not enforce its rights and
remedies under those loan documents as long as the Company
remains in compliance with the terms of the agreement. As of
June 30, 2002 and as of September 16, 2002, it was in compliance
with the covenants of this agreement.

Company shareholders would lose their entire investment if
eGames defaulted under the agreement and Fleet Bank enforced its
right to liquidate the Company. The terms of the agreement
provide, among other things, for eGames to repay the remaining
outstanding balance owed under the credit facility in 22 monthly
installments, with interest at the prime rate plus three
percent. Additionally, the terms of the agreement require it to
achieve certain earnings benchmarks and to provide Fleet Bank
with periodic financial and cash flow reporting. There can be no
assurance eGames will be able to meet this agreement's covenants
through June 30, 2003. As part of the agreement, it issued
warrants to Fleet Bank for the purchase of 750,000 shares of its
common stock. The warrants are exercisable until October 31,
2006 at an exercise price of $0.09 per share, and a separate
registration rights agreement provides that the bank will have
demand registration rights beginning on November 1, 2002. As of
September 16, 2002, the principal balance outstanding on this
term loan was $700,000.

For the year ended June 30, 2002, eGames net sales increased by
$4,023,000, or 59%, to $10,879,000, compared to $6,856,000 for
the prior year. The $4,023,000 increase resulted from increases
in net sales to drug store distributors and retailers of
$3,176,000 and to traditional software distributors and
retailers of $1,089,000, which increases were partially offset
by net sales decreases to promotional and international
customers of $225,000 and $17,000, respectively.

eGames has indicated that as a result of its poor financial
condition that was reflected in its financial statements for the
fiscal year ended June 30, 2001, it implemented certain
liquidity initiatives during the current fiscal year in an
effort to generate sufficient cash from operations to stay in

During fiscal 2002, it:

     -- Reduced its staff level to 16 full-time and 2 part-time
employees, from 45 employees at the beginning of fiscal 2001.
This action has helped reduce the cash consumption rate.

     -- Entered into a forbearance agreement with the Bank
converting the credit facility into a twenty-two month
amortizing term loan.

     -- Ended its sales and distribution relationships with drug
store retailers, and entered into agreements with two drug store
retailers which, among other things, modified the terms of
previous product shipments which made all prior sales to these
retailers final and eliminated further product returns. eGames
also transitioned its prior direct distribution relationships
with drug store retailers to a lower-risk, higher-margin
licensing model with a third-party distributor who assumes the
responsibilities and costs of inventory production,
distribution, promotion and merchandising of eGames products to
these drug store retailers. These changes contributed to
reductions in marketing promotional costs.

     -- Converted $791,000 in end-of-life-cycle inventory titles
into $862,000 of cash proceeds through various inventory
liquidation sales. These cash proceeds were critical in the
Company's ability to continue as a going concern during the
early part of fiscal 2002.

     -- Converted certain trade accounts payable balances
outstanding at June 30, 2001 to trade notes payable with monthly
principal and interest payments ranging from six to twelve
months and bearing interest at 6.75%. All outstanding amounts
relating to these trade notes payable were settled as of June
30, 2002.

     -- Negotiated a cash payment discount with its largest
trade vendor as part of a transaction that resulted in a
$100,000 discount from its payable with this vendor, which
benefit was reflected within the "cost of sales" section of its
fiscal 2002 Statements of Operations.

     -- Refocused its efforts to serve the value-priced PC
gaming software consumer. It has accomplished this transition by
increasing third-party distribution of eGames products through
its primary North American distributor, Infogrames, which
services mass-merchant retailers, such as Wal-Mart, K-Mart,
Target, and specialty retailers like Best Buy. eGames also
improved its direct distribution relationships with major PC
software retailers such as CompUSA and Office Depot. These mass-
merchant, specialty, and PC software retailers have historically
merchandised eGames products successfully to its target

                          Liquidity Risk

Since eGames no longer has a credit facility available to it,
its ability to achieve and maintain positive cash flow is
essential to survival as a going concern. Its ability to do this
depends upon a variety of factors, including the timeliness and
success of the collection of outstanding accounts receivable,
the creditworthiness of the primary distributors and retail
customers of its products, the development and sell-through of
its products, and the costs of developing, producing and
marketing such products. Management believes that the projected
cash and working capital balances may be sufficient to fund
operations for the next twelve months, but there are significant
challenges that eGames will need to successfully manage in order
to be able to fund operations over the next twelve months. These
challenges include, but are not limited to: agreeing to and
maintaining acceptable payment terms with vendors; increasing
the speed of receivable collections from customers; and
maintaining compliance under the covenants set forth in the
forbearance agreement with the Bank. Additionally, there are
market factors beyond Company control that could also
significantly affect its operating cash flow. The most
significant of these market factors are the market acceptance
and sell-through rates of its current products, and the
continued growth of the consumer entertainment software market.
If any of its software titles do not sell through to end
consumers at the rate anticipated, eGames could be exposed to
product returns and a lack of additional orders for these
products, which could severely reduce the accounts receivable
that it would be able to collect from such retailers or
distributors of its products. As a result of these factors, the
Company may not be able to achieve or maintain positive cash

Outside financing to supplement cash flows from operations may
not be available if and when needed. Even if such financing were
available from a bank or other financing source, it may not be
on terms satisfactory to the Company because of the dilution it
may cause or other costs associated with such financing. Since
the Company does not currently have access to a credit facility,
its ability to continue operations requires it to generate
sufficient cash flow from operations to fund its business
activities. In the past it has experienced dramatic fluctuations
in cash flows, so the Company cannot be sure it will be able to
continue achieving sufficient cash flows to fund its future

eGames may need additional funds.  As stated, its capital
requirements are currently funded from the cash flow generated
from its product sales. If we are not able to achieve cash flow
from operations at a level sufficient to support our business
activities, we may require additional funds. The degree to which
we are indebted to our commercial lender, the first lien that
the bank has on all of our assets, and our poor financial
performance in fiscal 2001, could adversely affect our ability
to obtain additional financing and could make us more vulnerable
to industry downturns and competitive pressures. Additionally,
we may only be able to raise needed funds on terms that would
result in significant dilution or otherwise be unfavorable to
existing shareholders. Our inability to secure additional
funding when needed, or generate adequate funds from operations,
would adversely impact our long-term viability.

A significant part of eGames sales come from a limited number of
customers. Due to the Company's decision during fiscal 2002 to
stop selling its consumer entertainment PC software products
directly to drug store retailers and distributors and to focus
instead on selling its products to mass-merchant, specialty and
PC software retailers that have traditionally sold value-priced
PC entertainment software, eGames now relies primarily on a
concentrated group of large customers. The majority of its
current sales are to mass-merchant, specialty and PC software
retailers, and distributors serving such retailers, and in
particular to Infogrames. Infogrames is its primary North
American distributor that services the major mass-merchant
retailers in North America, such as Wal-Mart, K-Mart and Best
Buy. eGames net sales to Infogrames during the fiscal year ended
June 30, 2002 were $2,311,000 and represented 21% of its total
net sales. Excluding net sales to drug store retailers and
distributors, this $2,311,000 in net sales to Infogrames
represented 46% of eGames net sales. eGames expects to continue
depending upon a limited number of significant customers, and in
particular Infogrames, for the foreseeable future.

Most of eGames customers may terminate their relationship with
the Company at any time. In the event that it loses its
distribution capability through Infogrames or any of its other
large customers, it would significantly harm its financial
condition and its ability to continue as a going concern.

EMPRESA ELECTRICA: Fitch Drops Ratings to D After Ch. 11 Filing
Empresa Electrica del Norte Grande S.A., on September 17, 2002,
filed a prepackaged plan of reorganization under chapter 11 of
the US Bankruptcy Code. As a result, Fitch Ratings has
downgraded the local and foreign currency ratings of to 'D' from
'C'. Approximately US$340 million of debt is affected.

The existing rating reflects the Chapter 11 filing and resultant
renegotiation of terms of Edelnor's international debt with
bondholders. According to the company, as of September 16,
holders of 98.7% of the total outstanding principal amount of
the participation certificates voted to accept the
reorganization plan.

Since FS Inversiones acquired Mirant's 82% stake in Edelnor in
January 2002, the investment firm has been trying to restructure
the company's debt. Edelnor and its board of directors have
decided to file for reorganization after receiving the necessary
support from noteholders of the company's participation
certificates to improve the company's financial position.
Alternatives were limited since the company did not have
sufficient cash balances nor the means to generate enough cash
flow to continue meeting full debt service under its current
debt structure.

Under the proposed reorganization, debt holders elected to
receive new 15 year senior secured participation certificates in
principal amount equal to 92.14% of the principal amount of
their participation certificates, a discounted cash payment
equal to 38% of the principal amount of their participation
certificates, or a combination of the two. Both options are
slightly more favorable than terms originally offered to
bondholders last year when both Tractebel and AES Gener had made
competing offers to purchase the bonds.

Edelnor is a Chilean electric generating and transmission
company that supplies electricity under long-term purchased
power agreements to distribution companies and large industrial
consumers in Chile's northern region. Inversiones Mejillones,
owned by Belgium's Tractebel and Codelco, is expected to buy FS
Inversiones' shares in Edelnor upon completion of the debt

EMPRESA ELECTRICA: Signs-Up Cleary Gottlieb for Legal Services
Empresa Electrica del Norte Grande S.A., seeks permission from
the U.S. Bankruptcy Court for the Southern District of New York
to employ the legal services of Cleary, Gottlieb, Steen &
Hamilton as counsel in its bankruptcy case.

The Debtor relates that it has selected Cleary, Gottlieb as
counsel because of the Firm's knowledge of the Debtor, as well
as the Firm's extensive experience and knowledge in the field of
business reorganizations and other debt restructuring
proceedings. The Debtor believes that the Firm is both well
qualified and uniquely able to represent it in an efficient and
timely manner. Cleary Gottlieb has been intensely involved in
the Debtor's restructuring efforts. If the Debtor will retain
counsel other than Cleary Gottlieb, the Debtor would be unduly
prejudiced by the time and expense necessarily required by such
new attorneys to familiarize themselves with the intricacies of
the Debtor's businesses, operations and capital structure.

Cleary Gottlieb will be required to:

     1) provide legal advice with respect to the Debtor's powers
        and duties as debtor in possession in the continued
        operation of its business and management of its

     2) prepare on behalf of the Debtor, as debtor in
        possession, necessary applications, motions, orders,
        reports and other legal papers in connection with the
        administration of its estate in this case;

     3) represent the Debtor at all hearings on matters
        pertaining to its affairs as debtor in possession;

     4) prosecute and defend litigated matters that may arise
        during this chapter 11 case;

     5) counsel the Debtor with respect to various corporate and
        litigation matters relating to this chapter 11 case
        including, but not limited to, finance and tax matters;

     6) perform all other legal services that are desirable and
        necessary for the efficient and economic administration
        of the Debtor's chapter 11 case; and

     7) perform all assistance, necessary for the confirmation
        and consummation of the Plan.

Cleary Gottlieb's hourly rates are:

          Partners                        $525 - $695
          Special Counsel                 $505 - $695
          Associates                      $225 - $495
          Managing Attorneys              $440 - $455
          Law Clerks/Summer Associates    $155 - $220
          Paralegals/ Clerks              $155 - $220

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: Wants Okay to Vote Stock Share in Portland General
Martin A. Sosland, Esq., at Weil, Gotshal & Manges, in New York,
relates that on July 2, 1997, Portland General Corporation, the
former parent of Portland General Electric merged with Enron
Corp.  Enron now owns all 42,758,877 shares of PGE's outstanding
common stock.

On October 5, 2001, Enron entered into Stock Purchase Agreement
to sell PGE to NW Natural, a natural gas distribution company
located in Portland, Oregon for $1,800,000.  However, this Stock
Purchase Agreement was terminated on May 17, 2002.

Prior to the announcement of the sale of NW Natural, PGE's
ratings were:

                           Moody's        S&P        Fitch
                           -------        ---        -----
FMB                         A2            A          AA-
Senior Unsecured            A3            A-         A+
Prefer Stock                A3           BBB+        A
Commercial Paper            P-1          A-1         F-1

After the Petition Date and until the termination of the Stock
Purchase Agreement, PGE's ratings continued to be downgraded:

                           Moody's        S&P        Fitch
                           -------        ---        -----
FMB                        Baa2          BBB+       BBB
Senior Unsecured           Baa3          BBB        BBB-
Prefer Stock               Ba2           BBB-       BB
Commercial Paper           P-3           A-2        F-3

On August 1, 2002, Mr. Sosland reports, Fitch further downgraded
PGE debt to below investment grade due to uncertainties
regarding the impact of Enron's Chapter 11 case.  PGE has
experienced higher costs of financing as a result of its current
ratings levels.  S&P, on the other hand, affirms its ratings for
PGE because:

    (i) PGE's strong performance as a stand-along entity;

   (ii) Enron's senior management has no current intention of
        causing PGE to file a Chapter 11 petition for relief;

  (iii) no economic incentives exist that would likely cause PGE
        to seek Chapter 11 relief; and

   (iv) Enron's management representation it would seek to
        implement a structure like what is sought in this

To reduce the risk of further downgrade in its credit ratings,
PGE will create a bankruptcy remote structure through the
issuance of junior preferred stock.  The Share will have a par
value of $1.00, a liquidation preference to the Common Stock as
to par value but junior to existing preference stock, an option
redemption right and certain restrictions of transfer.  The
Share will also have preferred voting rights, which will limit,
subject to certain exception, PGE's right to commence any
bankruptcy, liquidation, receivership or similar proceedings
without the consent of the holder of the Share.

Accordingly, Enron seeks the Court's authority to vote its
shares of common stock to permit PGE to issue shares of junior
preferred stock.

If granted, Mr. Sosland says, PGE will then file Articles of
Amendment with the Oregon Secretary of State and issue the Share
to an independent person unaffiliated with Enron and acceptable
to S&P, the Creditors' Committee and Enron.

Mr. Sosland points out that the Court has the authority to grant
the relief pursuant to Section 363(b) of the Bankruptcy Court.
Mr. Sosland asserts Enron's voting will maximize the Debtors'
estate assets in PGE.

Furthermore, Mr. Sosland continues, Section 105(a) of the
Bankruptcy Code provides that the Court may issue any order,
process or judgment that is necessary to protect the value of
the Debtors' assets.  Thus, Mr. Sosland contends, the relief
requested should be granted. (Enron Bankruptcy News, Issue No.
43; Bankruptcy Creditors' Service, Inc., 609/392-0900)

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

FMC: Commences Refinancing via New Credit Facility & Debt Issues
FMC Corporation (NYSE: FMC) is commencing a refinancing that is
expected to include: a new $550 million senior secured credit
agreement, consisting of a three-year revolving credit facility
and a five-year term loan; a $300 million offering of senior
secured notes due in 2009; and a $40 million supplemental letter
of credit facility.

FMC intends to use borrowings under the new credit agreement and
net proceeds of the senior secured notes offering to: (i)
provide funds to repay its upcoming debt maturities, including
its $99.5 million of 7.125 percent Medium-Term Notes due
November 2002 and $160.5 million of 6.375 percent Debentures due
September 2003; (ii) repay all borrowings under and terminate
its existing revolving credit facility and cancel its existing
accounts receivable securitization facility; (iii) replace with
cash collateral certain standby letters of credit and surety
bonds that presently secure environmental commitments to
governmental agencies and certain other obligations and also
cash collateralize its reimbursement obligations with respect to
letters of credit that support outstanding floating rate
industrial development bonds; and (iv) pay fees and expenses.

Concurrently with this report, the Company filed a current
report on Form 8-K to disclose certain corporate and other
information it will provide to prospective investors in
connection with the refinancing. Additional information
concerning the terms and conditions of the refinancing
is not currently available.

The senior secured notes have not been registered under the
Securities Act of 1933, as amended, and may not be offered or
sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities
Act and applicable state securities laws.  The senior secured
notes will be offered and sold in reliance upon Rule 144A and
Regulation S under the Securities Act.

                         *    *    *

As reported in Troubled Company Reporter's June 19, 2002,
edition, FMC Corporation responded to the downgrade by
Moody's Investors Service of FMC's credit ratings of its
indebtedness from Baa3/Prime-3 to Ba1/Not-Prime.  Moody's
downgrade followed the action by Standard and Poor's Rating
Services in which it reaffirmed its investment-grade credit
rating and stable outlook for FMC.

Chairman, President and CEO William G. Walter said that the
company was "extremely disappointed by Moody's action."

Mr. Walter continued, "Further, although we had no assurances,
based upon our discussions with Moody's, we were led to believe
that they would view an equity offering by FMC coupled with a
refinancing of our debt later this year as sufficient to
maintain our investment-grade rating.  Clearly Moody's outlook
for the economy and the chemical industry is much more negative
than ours and the views of many others.  The action by Moody's
before we had the opportunity to take the next steps in our
refinancing plan is surprising.  Despite Moody's action, we are
confident that FMC has adequate liquidity to support all our
business operations and to complete our refinancing before
upcoming maturities come due near year-end."

GEORGIA-PACIFIC: Says Procter & Gamble Lawsuit "Has No Basis"
Georgia-Pacific Corp., (NYSE: GP) said that the Procter & Gamble
Company's lawsuit alleging that a former Procter & Gamble
engineer hired by Georgia-Pacific in July of this year is
disclosing Procter & Gamble trade secrets has no basis in fact.

Georgia-Pacific said Procter & Gamble had never objected to the
hiring. Moreover, Georgia-Pacific said it had taken all
appropriate steps to instruct the employee not to reveal any
Procter & Gamble trade secrets, and had confirmed in writing to
Procter & Gamble that those instructions had been issued.
Procter & Gamble had not responded to these assurances before
filing the complaint it announced Thursday.

"We are surprised that Procter & Gamble would take this action
without communicating with us, especially given the
correspondence between the companies on this subject," said
James F. Kelley, Executive Vice President and General Counsel.
"Georgia-Pacific has taken all appropriate steps to ensure
this employee does not reveal any Procter & Gamble trade secrets
regardless of the duties he has.  We will review the complaint,
which Procter & Gamble has not yet provided to us."

Headquartered at Atlanta, Georgia-Pacific is one of the world's
leading manufacturers and distributors of tissue, packaging,
paper, building products, pulp and related chemicals.  With
annual sales of more than $25 billion, the company employs
approximately 71,000 people at 600 locations in North America
and Europe.  Its familiar consumer tissue brands include Quilted
Northern(R), Angel Soft(R), Brawny(R), Sparkle(R), Soft 'n
Gentle(R), Mardi Gras(R), So-Dri(R), Green Forest(R) and Vanity
Fair(R), as well as the Dixie(R) brand of disposable cups,
plates and cutlery.  Georgia-Pacific's building products
distribution segment has long been among the nation's leading
wholesale suppliers of building products to lumber and building
materials dealers and large do-it-yourself warehouse retailers.
In addition, Georgia-Pacific's Unisource Worldwide subsidiary is
one of the largest distributors of packaging systems, printing
and imaging papers and maintenance supplies in North America.
For more information, visit

                         *    *    *

As reported in Troubled Company Reporter's Sept. 18, 2002
edition, Fitch lowered the senior unsecured long-term debt
ratings of Georgia-Pacific to 'BB+' from 'BBB-', the company's
unsecured short-term ratings to B from 'F3', and assigned the
ratings a Negative Rating Outlook. This action follows Georgia-
Pacific's announcement that it has delayed its planned
separation into an investment grade consumer products business
and a non-investment grade building products business. The delay
is being driven by sullen equity and high yield markets which
were to have raised fresh capital to repay debt and refinance
near short-term maturities.

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

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

GLOBAL CROSSING: Court Sets Exclusivity Hearing for October 21
Michael F. Walsh, Esq., at Weil Gotshal & Manges LLP, in New
York, tells the Court that Global Crossing Ltd., and its debtor-
affiliates have made significant progress toward their
reorganization, including negotiating and receiving Court
approval of a purchase agreement among the Debtors and Singapore
Technologies Telemedia Pte Ltd. And Hutchison Telecommunication
Limited and formulating.  The Debtors have also negotiated a
consensual plan of reorganization and disclosure statement in
consultation with the Investors, the official committee of
unsecured creditors, and the Debtors' prepetition lenders.

Despite the timeliness of the filing of the Plan, the Debtors
still seek an additional extension of the Exclusivity Periods to
protect them in case they are compelled to withdraw the Plan, or
the Court does not approve the Plan.  Insofar as consummation of
the Purchase Agreement and the Plan is contingent upon approval
from regulatory authorities and satisfaction of certain
financial covenants, Mr. Walsh admits that there is a risk,
albeit small, that the Exclusive Periods will lapse and the Plan
will not be confirmed.  The Debtors must protect themselves
against this risk to ensure their successful emergence from
Chapter 11. Specifically, the Debtors ask the Court to extend
their Exclusive Filing Period until 60 days after the day upon
which either:

      -- the Debtors are compelled to withdraw the Plan, or

      -- the Court denies the Plan.

Similarly, the Debtors ask the Court to extend the Exclusive
Solicitation Period until 60 days after the Extended Exclusive
Filing Period.  Mr. Walsh contends that these extensions will
provide the Debtors with sufficient time to formulate and file a
new plan of reorganization without the destabilizing effects of
competing plans.

According to Mr. Walsh, the Plan filed on September 16, 2002 is
the direct result of intense negotiations with the Investors,
culminating in the Purchase Agreement that was supported by the
Debtors' creditor constituencies.  The hearing date to approve
the Disclosure Statement is set for October 21, 2002, and the
Debtors are confident that the Plan will be adopted by the
requisite number of creditors and approved by the Court and that
they will emerge from Chapter 11 early in the first quarter of

But cause still exists for extending the Exclusivity Periods.
Mr. Walsh points out that the Debtors continue to implement
expenditure reductions, analyze and reject executory contracts
and leases, pursue and propose settlements with key vendors, and
take the necessary steps toward emerging from chapter 11 as a
viable and reorganized entity.

Despite the Debtors' confidence that the Plan and the Disclosure
Statement will be approved, Mr. Walsh insists that there is an
unjustified risk that, if the Plan or Disclosure Statement are
not approved by the Court, perhaps as a result of the failure to
satisfy any of the Closing Conditions or for any other reason,
the Exclusivity Periods will have expired in the interim period.
In this scenario, the Debtors would be left to operate their
business while scrambling to formulate and negotiate a new plan,
assess competing plans that are filed, and contend with the
destabilizing effect that these events would have on their
business, employees, vendors, and customers.  Therefore, the
Debtors seek to maintain the healthy balance with its creditor
constituencies that only an extension of the Exclusivity Periods
can provide.

"It would be nearly impossible for the Debtors to dedicate
sufficient resources to formulating a new plan if the Debtors
were required to focus on analyzing and responding to competing
plans submitted by other parties," Mr. Walsh says.  Moreover,
the Exclusivity Periods has permitted the Debtors to negotiate
and reach reasonable agreement with the Creditors' Committee and
Prepetition Lenders without the pressure of entertaining
competing plans of reorganization.  If the Debtors cannot
preserve the exclusive right to present and file a plan of
reorganization, the balance that has permitted the parties in
interest to forge reasonable terms of reorganization will be

Mr. Walsh assures the Court that the Debtors are not seeking to
extend the Exclusivity Periods to pressure creditors to accede
to the Debtors' reorganization demands.  The Debtors and its
major creditor constituencies have already reached agreement on
the terms of the Plan.  The Debtors are requesting an extension
of the Exclusivity Period and the Solicitation Period to enable
these parties to once again negotiate and reach accord on the
terms of a new plan of reorganization without the pressure of
competing plans if the Court does not ultimately approve the

A hearing on the motion is scheduled on October 21, 2002.
Accordingly, Judge Gerber extends the deadline of the Exclusive
Filing Period until the conclusion of that hearing. (Global
Crossing Bankruptcy News, Issue No. 22; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

Global Crossing Holdings Ltd.'s 9.625% bonds due 2008
(GBLX08USR1) are trading at 1.75 cents-on-the-dollar,
DebtTraders reports. For real-time bond pricing, see

HARDWOOD PROPERTIES: Will Pay Cash Distributions to Shareholders
Hardwood Properties Ltd.,(TSX:HWP) announced that an aggregate
cash distribution of $4,042,000, or $0.30 per common share, will
be paid on September 26, 2002 to shareholders of record on
September 25, 2002.

The cash payment represents an interim distribution pursuant to
the previously announced and approved plan for the voluntary
liquidation and dissolution of the Corporation. Hardwood is in
the process of completing the sale of its remaining assets and
the settlement of its outstanding obligations. To ensure that
all bona fide claims against the Corporation are satisfied, the
directors currently intend to wait until year end before
effecting a final cash distribution to shareholders and
completing the final dissolution of the Corporation. It is
currently anticipated that the final distribution will be in the
range of $0.05 per common share to $0.10 per common share.

Hardwood Properties Ltd., is a Calgary based real estate company
that specializes in the acquisition, re-construction, management
and sale of multi-family residential properties.

IEC ELECTRONICS: Fails to Maintain Nasdaq Listing Requirements
IEC Electronics Corp., (NASDAQ: IECE) received a NASDAQ Staff
Determination dated September 13, 2002 stating that the Company
fails to comply with Marketplace Rule 4310(C)(2)(B), concerning
minimum net tangible assets and minimum stockholders' equity
requirements, and with Marketplace Rule 4310(C)(13) because of
its dues delinquency.

As a result, its common stock is subject to delisting from the
NASDAQ SmallCap Market.

IEC has requested a hearing before a NASDAQ Listing
Qualifications Panel to review the Staff Determination, and its
stock will continue to be listed on NASDAQ SmallCap Market until
the panel has made a final determination regarding its appeal.
There can be no assurance that the Panel will grant the
Company's request for continued listing.

IEC is a full service, ISO-9001 registered EMS provider. The
Company offers its customers a wide range of services including
design, prototype and volume printed circuit board assembly,
material procurement and control, manufacturing and test
engineering support, systems build, final packaging and
distribution. Information regarding IEC can be found on its Web

INTEGRATED HEALTH: Wants to Implement Litchfield Transfer Pacts
Litigation between Litchfield and the Integrated Health Services
Debtors concerning the disposition of the Litchfield Facilities
began in early 2001 and continues to this day.

Among other things, the Debtors seek the return of Lease
Deposits totaling in excess of $50,000,000.  Litchfield contends
that the Deposits are forfeited according to a provision in the
Leases. Fighting back, the Debtors ask the Court to declare that
the provision requiring forfeiture is void and unenforceable.
In addition, the Debtors refused to transfer the Medicare
Provider Agreements without some consideration from Litchfield
or the new operators of the Facilities.  Litchfield contends
that the Debtors should simply assume and assign the agreements
when they can do this at no cost because the HCFA has not
demanded a cure payment. The parties contest strenuously over
the value of the Facilities and, hence, the fair amount for use
and occupancy by the Debtors in the post-rejection period.

Throughout all this period marked by legal wrangling and
acrimony, the Debtors, under Court order, have continued to pay
full rent and deposits under the leases to Litchfield pending a
determination of the appropriate use and occupancy rate in lieu
of these amounts.  Moreover, the Debtors and their counsel have
to respond to due diligence requests by Litchfield.  It is a
costly transition period, the Debtors point out.

After divesting one of the 43 Facilities in the portfolio, the
Debtors believe they are now close to finalizing agreements to
transfer all the remaining 42 Facilities to Litchfield or other
new operators of Litchfield's choosing, effective October 1,

Litchfield has negotiated a form of Operations Transfer
Agreement with the Debtors that is consistent with Transfer
Agreements that the Debtors have implemented with new operators
of numerous other facilities in the Debtors' Chapter 11 cases.
The Debtors and Litchfield agree that this will be used as a
template for Transfer Agreements with all the New Operators.

In addition, the Debtors believe that they are now in a position
to finalize an agreement with the HCFA, which would permit them
to retain a Medicare underpayment claim for $3,000,000.  The
Debtors point out that, due to this underpayment, they could not
have simply assumed and assigned the Medicare provider
agreements in the way Litchfield alleged.  The agreement with
HCFA, if finalized, would enable the Debtors to assume and
assign the Medicare provider agreements while retaining the
$3,000,000 net Medicare underpayment claim.

A major possible stumbling block to smooth transition is the
absence of a new lease for each of the Facilities between
Litchfield and the respective New Operator.  The Debtors suspect
that Litchfield may not like to finalize leases with New
Operators because it has been receiving rents and deposits from
the Debtors at the annual rate of $19,000,000, at least
$4,000,000 in excess of Litchfield's underlying debt service,
and Litchfield is certainly going to make less from its new
tenants after the transition is complete.  If there is no new
lease, it is quite possible that the Debtors will not be able to
transfer a facility even when there is a Court-approved Transfer
Agreement.  The Debtors have this painful experience with their
Cherry Creek Facility, which is owned by the principals of

Apart from the new lease issue, the dispute as to the fair
market value of the Debtors' use and occupancy of the Facilities
and certain other post-rejection issues remain sub judice.

If for any reason, one or more of the Facilities are not
transferred, the Debtors believe they have no other choice but
to close the un-transferred Facilities.

Accordingly, pursuant to Sections 105(a), 363(b) and (m), 365
(a), (b), (f) and (k) and 1146(c) of the Bankruptcy Code, and
Rules 6004 and 6006 of the Federal Rules of Bankruptcy
Procedure, the Debtors seek Court's authority to:

   (a) implement the four Transfer Agreements with the four New
       Operators, which provide for orderly transfer of the

   (b) implement the Medicare Stipulation by and among the
       Debtors, the United States of America and the New
       Operators, which provides for assumption and assignment
       of the Medicare provider reimbursement agreements and
       provider reimbursement numbers to the New Operators; and

   (c) close any of the Facilities at the Debtors' sole
       discretion if transfer cannot be effected.

According to applicable, non-bankruptcy law, any closure will
take several months to accomplish.  The Debtors indicate that
they remain willing to transfer the subject Facilities to
Litchfield or some other new operator during that time period.
Alternatively, the Debtors would consider entering into an
appropriate interim services or back-office agreement with
Litchfield, provided the economic risk of operating the
Facilities is shifted to Litchfield while Litchfield continues
to try to find a new operator.

In the Debtors' business judgment, transfer of the operations of
the facilities is in the best interest of their creditors and
estate, but if all or some of the Facilities cannot be
transferred to new operators on October 1, 2002, a closure will
then be the only possible avenue open to them because they must
divest themselves of the financial burdens of the Leases.

The Debtors remind Judge Walrath of the poor performance of the
42 Facilities:

    -- The aggregate Earnings Before Interest Taxes Depreciation
       and Amortization (EBITDA) for the year 2001 was a
       disappointing $540,899;

    -- EBITDA has declined significantly this past year because
       of unexpectedly steep increases in PL/GL expenses; year
       to date EBITDA was negative $3,732,235; and

    -- EBITDA for the year 2003 is projected to be negative

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor LLP,
tells Judge Walrath that the Debtors and their creditors should
not have to continue bearing the financial burdens of the Leases
which they rejected, with Court approval, more than 8 months

"The Debtors have done everything they can do, or should be
expected to do, to facilitate a transfer of the Facilities," Mr.
Brady says.  Litchfield has had ample time to reach agreements
with new operators for each of its Facilities.  If Litchfield
has been unable or unwilling to do so, Mr. Brady asserts that
should not be the problem of the Debtors and their creditors.

                   Arrangement Agreed So Far

The Debtors anticipate that they can transfer the operations of
the 42 Facilities to 42 single-purpose entities, which are
either affiliates or subsidiaries of these four companies:

           * Health Prime, Inc. (HP)
           * Peak Medical
           * Nexion Health
           * Litchfield

Litchfield has advised that the Litchfield portfolio is being
divided among these four companies:

   -- HP has agreed to acquire the operations of a total of 9
      Facilities, 1 in the state of Alabama, 2 in Georgia, 2 in
      Kansas, and 1 each in the states of Kentucky, North
      Carolina, Tennessee, and West Virginia;

   -- Peak has agreed to acquire a total of 5 Facilities, all of
      which are located in the state of Colorado;

   -- Nexion has agreed to acquire total of 20 Facilities, 15 of
      which are located in the state of Louisiana, and 5 of
      which are located in Texas; and

   -- Litchfield will be taking over the operations of 8
      Facilities, all of which are located in the state of

The parties expect that, as a result of separate negotiations
between the Debtors and the respective New Operators, individual
Transfer Agreements will differ somewhat but not substantively
from the Litchfield Transfer Agreement.  Each of the Transfer
Agreements contemplates a transition date of October 1, 2002.

                   The Lease Termination and
                 Operations Transfer Agreements

The Transfer Agreement provides for the termination of the
nonresidential real property leases and certain other agreements
between Litchfield and IHS-Lester.

The Transfer Agreement provides that IHS-Lester's rights with
respect to the subject Medicare Provider Agreements will be
assigned to Litchfield at the Effective Time.  If any payments
are required in order to cure any defaults as a condition to the
assumption of the Medicare Provider Agreements, then Litchfield
is required to pay them.

Litchfield has decided not to take an assignment of the
Facilities' respective Medicaid Provider Agreements.
Accordingly, the Debtors do not seek to assume the Medicaid
Provider Agreements and will proceed to terminate them.

Litchfield assumes all risk arising out of failure to obtain new
Medicaid provider numbers or agreements with respect to the
Facilities.  Litchfield has agreed not to discharge or cause to
discharge any Medicaid beneficiaries who are residents or
patients of the Facilities immediately prior to the Effective
Time by reason of Litchfield's inability to bill Medicaid with
respect to the residents or patients.  Litchfield further agrees
to indemnify IHS-Lester and IHS from and against all damages
(including reasonable attorney's fees and expenses), incurred by
IHS-Lester, which arise out of Litchfield's failure to accept
assignment of the Medicaid Provider Agreements.

The Transfer Agreement provides for IHS-Lester to transfer to
the New Operators all of IHS-Lester's right, title and interest
in certain defined assets that are located at the Facilities in
connection with the operation of the Facilities, including, all
inventory, resident lists and records, furniture, fixtures,
equipment, supplies, operating contracts, the names of the
Facilities as they existed prior to August 30, 1994, and
originals or copies of IHS-Lester's books and records which are
located at the Facilities.

In addition, the Transfer Agreement sets forth the procedures
applicable to:

a. the transfer of Resident Trust Funds;

b. the employment by the New Operators of IHS-Lester's

c. the disposition of uncollected accounts receivable;

d. prorations of utility charges, real and personal property
   taxes, and any other items of revenue or expense attributable
   to the respective Facilities;

e. access to records; and

f. the assumption by the new Operator of various unexpired
   vendor and service contracts related to the Facilities'

The Transfer Agreement further requires IHS-Lester to provide a
copy of IHS-Lester's operating procedures manual to the New

The Transfer Agreement permits the New Operator to take an
assignment of some or all of the Operating Contracts.  The New
Operator will bear sole responsibility for curing any defaults
existing under the Operating Contracts, which it seeks to

Finally, the Transfer Agreement provides that if the Transfer
Agreement is terminated for a variety of reasons as set forth in
it, IHS-Lester is entitled to take all actions to wind down and
close any or all of the Facilities affected by the termination.

Agreements that will be terminated pursuant to the Litchfield
Transfer Agreement are:

1. The Facilities Agreement, dated as of August 31, 1994, by and
   among Litchfield's predecessor, IHS and IHS-Lester, amended
   by the Facilities Agreement, dated as of September 30, 1997;

2. The Purchase Option Agreements, dated as of September 30,
   1997, between Litchfield and IHS-Lester, in respect of the

3. Amended and Restated Non-Competition and Secrecy Agreement,
   by and among Litchfield, IHS-Lester, IHS, Michael S. McGee,
   Eugene H. Rosen and Bruce Weinstein, dated as of September
   30, 1997;

4. The Security Agreement/Proceeds, by and between IHS-Lester
   and Litchfield, dated as of September 30, 1997;

5. The Memoranda of Options to Purchase Real Estate, by and
   between IHS-Lester and Litchfield, dated as of September 30,
   1997 in respect of the Facilities;

6. The Memoranda of Leases, by and between IHS-Lester and
   Litchfield, dated as of September 30, 1996;

7. Subordination, Non-Disturbance and Attornment Agreements, by
   and among IHS-Lester, Litchfield and German American Capital
   Corp. (Lender), dated as of September 30, 1997 in respect of
   the Facilities;

8. Amended and Restated Participation Agreement, by and between
   IHS-Lester and Litchfield, dated as of September 30, 1997;

9. Any other agreement between IHS-Lester and Litchfield or
   between IHS and Litchfield.

Although the parties have agreed to the termination of the
agreements, no party has agreed to release any other party with
respect to any obligations or liabilities incurred under any of
the agreements.

                   The Medicare Stipulation

The Medicare Stipulation, by and among the Debtors, the United
States of America and the New Operators, will be substantially
in the form as that by the Court in connection with the Debtors'
transfer of its Woodbridge Nursing and Rehabilitation Center.
The stipulation provides for the Debtors' assumption and
assignment of the Medicare Provider Agreements to the New
Operators.  No Cure Payment will be required.  All claims that
the Centers for Medicare & Medicaid Services may have against
the Debtors for monetary liability arising under the Medicare
Provider Agreement before the Effective Time will be satisfied,
discharged and released upon the Effective Date. (Integrated
Health Bankruptcy News, Issue No. 43; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

KMART CORP: Court Approves Abacus to Render Consulting Services
Kmart Corporation and its 37 subsidiaries obtained supplemental
authority from the Court to employ and retain Abacus Advisory &
Consulting Corp., LLC to assist in the Debtors' rent and
occupancy expense reduction program, nunc pro tunc to August 1,

The current engagement of Abacus contemplates these services:

(a) Develop store information package that will include
    information culled from Kmart data and data already
    developed by other Kmart professionals as well as additional
    information that Abacus and Kmart view as relevant and
    necessary to thorough preparation for occupancy concession

(b) Negotiate with landlords, mortgagees, and other relevant
    parties to obtain rent and other concessions on the

(c) Provide expert testimony at court hearings, Board of
    Directors' meetings, and Creditors' Committee meetings as
    requested by Kmart; and

(d) Abacus will act as an independent contractor and nothing in
    the Agreement will create an agency relationship between
    Kmart and Abacus.  Abacus understands that it has no
    authority to make or imply any commitments that are binding
    upon Kmart.

Abacus agrees that it will act only at Kmart's direction and
that Kmart will have full decision-making authority, to be made
in its sole discretion, with respect to any assumption or
rejection of a lease, acceptance or rejection of any occupancy
savings proposal, and any other matters within the scope of the
services to be rendered.

Abacus' professionals who will render these services include:

      * Alan Cohen, the Chairman of Abacus, as well as
      * Jack Rapp,
      * Terrence Corrigan,
      * Jim Goldbach and
      * Spencer Heine.

As compensation for Abacus' services, the Debtors will pay:

(i) A base fee of $200,000 at the beginning of each month,
     effective August 1, 2002, and continuing until
     substantially all of the work is completed, up to a maximum
     base fee payment of $1,200,000 in the aggregate;

(ii) An incentive fee based on a percentage of monetary
     occupancy savings it achieves for Kmart, as follows:

       --- 2% of the monetary and occupancy savings up to
           $50,000,000 in annual monetary occupancy savings;

       --- an additional 1/2% of monetary and occupancy savings
           from $50,000,000 to $75,000,000 in annual monetary
           occupancy savings; and

       --- an additional 1/2% of the annual monetary occupancy
           savings in excess of $75,000,000;

     Monetary and occupancy savings will include, but not be
     limited to, reduction in rent, taxes, and CAM charges.  The
     incentive fee percentage due Abacus will be capped so that
     Abacus will be entitled to its percentage for each lease
     only for that period Kmart actually receives and is
     entitled to retain the occupancy savings up to a maximum of
     18 months and will not include any additional "present
     value" of occupancy savings upon assumption of any lease or
     the recapture of any occupancy savings upon rejection of
     any lease; and

(iii) A reimbursement of its reasonable out-of-pocket expenses.
(Kmart Bankruptcy News, Issue No. 33; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

LIGHTHOUSE FAST FERRY: June 30 Balance Sheet Upside-Down by $8MM
Lighthouse Fast Ferry, Inc., has sustained substantial losses
for the six months ended June 30, 2002 and the year ended
December 31, 2001. In addition, at June 30, 2002 the Company has
working capital and stockholders' capital deficiencies of
$11,318,087 and $8,099,662, respectively.

Future viability of the Company is dependent upon the Company's
ability to obtain additional funding and achieve profitable
operations. In the six months ended June 30, 2002, the Company
received cash of $1,190,000 from convertible promissory notes,
$652,500 from short-term loans and $81,500 from the sale of its
common stock. The proceeds were used to provide working capital
for the Company's ongoing operations, to meet certain
obligations and to fund its expansion plans.

In May 2002, the Company commenced a private offering of up to
$3,000,000 of its common stock. There can be no assurance that
the Company will be successful in its efforts to raise capital
through this offering.

Management is aggressively pursuing federal funding that is
presently available for ferry service operators in the
metropolitan New York area. Federal funds are also available
through the Federal Emergency Management Agency (FEMA). The
Company has submitted to FEMA an application for reimbursement
of approximately $500,000 of expenditures related to the start-
up of the Keyport operation.

Additionally, a federally sponsored bill through an emergency
appropriations funding included in the Department of Defense
Appropriations has allocated $100 million specifically to expand
ferry service between New York and New Jersey. While the Company
does not expect to receive funds directly from this
appropriation, Perth Amboy Redevelopment Agency (PARA) has been
identified as one of the expansion projects. Any funds PARA
receives will reduce the amount of funds the Company will need
to rehabilitate the planned Perth Amboy ferry site and to
develop landside ferry facilities. The Company has been advised
that these funds should be disbursed by the end of October 2002.

In addition, PARA has authorized the sale of $14 million in tax-
free municipal bonds to be used specifically for the development
of high-speed ferry service that will be provided exclusively by
the Company through its operating subsidiary. The Company has
received all necessary approvals to proceed with the transaction
and is in discussions with financial institutions that have
expressed interest in acting as the Company's agent.

However, the Company has received a notice of default and
termination from PARA. The Company is attempting to cure the
claimed default. However, no assurance can be given that the
Company will be successful in these efforts.

Although there can be no assurances that the Company will be
successful in obtaining funding from any of these sources,
management is confident that as a currently operating ferry
service with over three years of operational history, it is
favorably positioned to secure some funding from these sources.
Moreover, management believes that through the sales of its
common stock and other financing arrangements the Company will
continue to be successful in raising sufficient funds to meet
the Company's obligations as they become due.

However, the conditions previously mentioned raise substantial
doubt about the Company's ability to continue as a going

In August 2002, the Company received proceeds from 10.5% CPNs
aggregating $40,000. In connection therewith, the Company issued
to the note holders 1,500 shares of its restricted common stock,
having an allocated fair market value of $850 on the dates of

In July and August 2002, holders of two 90-day promissory notes
totaling $50,000 extended the notes' maturity dates sixty days
to October 5, 2002. As consideration for the loan, the Company
issued 1,000 shares of its restricted common stock to the two
note holders and granted both holders three-year warrants to
purchase 10,000 shares of its restricted common stock at an
exercise price of $0.70 per share, the market value on date of
issuance. The Company also prepaid the interest through the
October maturity date on the notes totaling $1,200.

In August 2002, the Company sold a total of 307,692 shares of
its restricted common stock at a price of $0.65 per share to a
current stockholder for total cash proceeds of $200,000.

In July 2002 the Company advised the Perth Amboy Redevelopment
Agency that when trying to establish a service schedule it had
encountered resistance from the New Jersey state authority that
controlled the train bridge under which the Company's vessels
must travel when servicing the proposed Perth Amboy ferry site.
The Company further advised that this circumstance could impede
its progress in developing the site and commencing service. Even
though the water traffic has the right-of-way, without a
favorable resolution of the issue resulting in a definitive
schedule for opening the bridge during peak commuter times, the
Company advised PARA that it could not proceed. The Company is
negotiating a resolution of this matter with the applicable
state authority. No assurance can be given, however, that the
Company will be able to achieve a successful resolution of this

Also in July, the Company had become delinquent in its rent
payments to PARA and PARA sent the Company a demand letter. The
Company was given ten days to respond with a payment plan to
address the arrearages. In August the Company received a notice
of default and termination of agreement from PARA. According to
its agreement with PARA, the Company has sixty days from the
notice to pay the arrearages and cure the default.

Total revenues for the three months ended June 30, 2002 totaled
$1,315,680 as compared to $1,017,643 for the same period ended
in 2001, a 28.80% increase. The increase is primarily
attributable to an increase in passenger ticket sales of
approximately $250,000 to $1,107,367 for the period ended June
30, 2002 from $853,916 for the same period in 2001. Other
revenues for the three months ended June 30, 2002 were $75,000
as compared to $1,300 for the same period in 2001, as a result
of a consulting engagement. In the three months ended June 30,
2002 increased passenger ticket sales resulted from the addition
of its Keyport operation, which commenced service on October 15,

For the six months ended June 30, 2002, total revenues increased
to $2,721,104 from $1,849,548, a 47.12% increase. The increase
is primarily attributable to an increase in passenger ticket
sales of approximately $795,621 to $2,438,066 for the period
ended June 30, 2002 from $1,642,445 for the same period in 2001.
Galley sales increased by 26.40% to $118,470 for the six months
ended June 30, 2001 as compared to $93,725 for the same period
in 2001. Other revenues for the six months ended June 30, 2002
were $75,000 as compared to $5,381 for the same period in 2001,
as a result of a consulting engagement. In the six months ended
June 30, 2002 increased passenger ticket sales result from
increased ridership at the Highlands operation and the addition
of its Keyport operation, which commenced service on October 15,

Net losses for the periods were: $ 3,473,588 for the three
months ended June 30, 2002 as compared to a net loss of
$2,786,632 for the same three months of 2001; and a net loss of
$6,106,760 for the six months ended June 30, 2002 as compared to
the net loss of $4,996,506 for the same six month period of

LODGIAN INC: Asks Court to Approve Management Incentive Program
Lodgian, Inc., and its debtor-affiliates ask the Court to
approve, pursuant to Sections 105 and 363 of the Bankruptcy
Code, a certain management incentive program in connection with
the confirmation of the Debtors' Joint Plan of Reorganization in
these Chapter 11 Cases.

The Management Incentive Program was negotiated with the
Committee and reflects a consensual compensation and incentive
Plan that:

-- compensates certain members of Management for their
   dedication towards a speedy resolution of these Chapter 11
   Cases, and

-- continues to incentivize members of Management towards an
   expeditious and orderly emergence from Chapter 11.

Lisa A. Thompson, Esq., at Cadwalader Wickersham & Taft, in New
York, points out that unlike many other comparable Chapter 11
debtors, the Debtors did not seek to implement a "key employee"
retention program during the initial stages of these Chapter 11
Cases.  Rather, the Debtors determined that it was more
appropriate to wait until the Plan process had sufficiently
proceeded to approach the Committee in the development of a
customary incentive and compensation program.

In an exercise of their reasonable business judgment, the
Debtors, in conjunction with the Committee, have deemed it
appropriate to establish a management incentive program to
compensate Management for their dedication and efforts
throughout the Chapter 11 cases and, importantly, to assure the
continued availability of their services through the Effective
Date of the Plan.  The Management Incentive Program is also tied
directly to proceeding expeditiously towards an Effective Date
of the Plan.

The salient terms of the Management Incentive Program are:

A. Reorganization Bonuses for Management:  On or as soon as
   reasonably practicable after the Effective Date, the
   reorganized Debtors will pay bonuses to these members of the
   Debtors' management:

                              Plan is confirmed
                   by 11/15/02 11/16/02-12/15/02 after 12/15/02
                   ----------- ----------------- --------------

   David Hawthorne   $1,000,000     $950,000         $900,000
   President & CEO

   Richard Cartoon      500,000      450,000          400,000

   Mike Amaral          500,000      450,000          400,000

  In addition, on or as soon as reasonably practicable after the
  Effective Date, five members of the Debtors' management will
  share in a $500,000 bonus pool funded by the Reorganized
  Debtors.  The amount to be paid to these five members of
  Management does not vary based upon the Plan confirmation

B. Modification of David Hawthorne's Employment Contract:  By
   Order dated April 17, 2002, this Court previously approved
   the Debtors' assumption of an employment contract with Mr.
   Hawthorne as their President and Chief Executive Officer.  As
   part of the proposed program negotiated between the Debtors
   and the Committee, Mr. Hawthorne's Employment Contract will
   be modified so that the minimum severance payment Mr.
   Hawthorne will receive from the Debtors upon termination of
   his employment for death, disability, or retirement, should
   be equal to his base salary for a period of 24 months.
   Additionally, if Mr. Hawthorne and the Board of Directors of
   the Reorganized Lodgian, Inc. do not reach an agreement on a
   mutually satisfactory long-term contract and long-term
   incentive compensation agreement within six months from the
   Effective Date, it has been agreed that Mr. Hawthorne may, at
   his discretion, voluntarily terminate his employment and
   collect an amount equal to his severance, as provided by
   the Employment Contract, as if he were terminated without

C. Discretionary Bonuses for Employees:  On or as soon as
   reasonably practicable after the Effective Date, Reorganized
   Lodgian, Inc., will have a $200,000 discretionary emergence
   bonus pool to reward certain other employees who are not
   members of Management for their services throughout the
   Chapter 11 Cases.  It is currently contemplated that not less
   than ten employees would be eligible to participate in the
   Discretionary Bonuses and that no individual employee would
   receive more than $30,000.  Management will not be entitled
   to receive any portion of the Discretionary Bonuses and the
   Discretionary Bonuses will require Board approval prior to

Ms. Thompson points out that this program was developed with the
Committee at a point in time in which the Committee and its
professionals were better able to assess the potential successes
of these Chapter 11 Cases in a specific context of the Plan
process.  Unlike other "key employee" programs, no bonuses will
be paid prior to the Plan's Effective Date.  This treatment
directly aligns Management's incentive with the end-goal of an
expeditious confirmation of the Plan.

Ms. Thompson contends that the proposed Management Incentive
Program will enable the Debtors to retain the knowledge,
experience and loyalty of Management members who are crucial to
the Debtors' emergence from Chapter 11.  If members of
Management were to leave their current positions today, it is
likely that the Debtors would not be able to attract replacement
employees of comparable quality, experience, knowledge and
character to fill the various roles that Management must play in
seeing the Chapter 11 Cases through to completion and maximizing
the enterprise values of the reorganized Lodgian Group.  This,
in turn, could delay the Debtors' emergence from Chapter 11,
thus increasing the overall cost to the Debtors' estates and,
possibly, deteriorating the ultimate returns to creditors under
the Plan.

The potential time and cost required in hiring replacement
management, including, recruiting fees and sign-on bonuses,
clearly outweighs the cost of the Management Incentive Program.
Moreover, Ms. Thompson points out that the success of these
Chapter 11 Cases would be dubious without Management's
dedication and hard work over the past nine months.

Since the Management Incentive Program is appropriate and needed
to retain Management -- who in turn are necessary for the
preservation of the Debtors' estates -- the proposed
reorganization bonuses under the Management Incentive Program
are "actual, necessary costs and expenses of preserving the
Debtors' estate[s]" and should be accorded administrative
expense priority under Section 503(b)(1)(A) of the Bankruptcy
Code. (Lodgian Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

LOGIMETRICS: Board of Directors Okays Proposed Liquidation Plan
LogiMetrics, Inc., (OTCBB: LGMTA) announced that its Board of
Directors has approved the liquidation of the Company.

As previously announced, a Special Committee of the Board was
established to evaluate the Company's strategic alternatives in
light of declining market conditions. Because the Company has
been unable to obtain capital sufficient to fund its operating
needs, and the Special Committee was unable to identify a viable
source of additional financing or an alternative transaction
that would enhance the Company's value, the Special Committee
recommended to the Board that the Company be liquidated and the
Board accepted the recommendation of the Special Committee.

The Company does not expect that stockholders will receive any
liquidating dividend or distribution in connection with the
liquidation of the Company's business. Accordingly, the Company
believes that its common stock is now worthless.

LTV CORP: Wants to Keep Plan Exclusivity Until February 10, 2003
For the fifth time, LTV Steel Company Inc., and debtor-
affiliates ask the Court to extend their exclusive periods to
file a chapter 11 plan. The Debtors ask that their exclusive
period to propose and file a plan be extended to February 10,
2003 and that they retain the exclusive right to solicit
acceptances of that plan until April 11, 2003.

David G. Heiman, Esq., Heather Lennox, Esq., and Nicholas M.
Miller, Esq., at Jones Day Reavis & Pogue, in Cleveland, Ohio,
and Jeffrey B. Ellman, Esq., in Columbus, Ohio, relate that, as
the APP slowly wends its way toward a conclusion, the most
critical element of these cases is stability.  Maintaining the
status quo will preserve the extant knowledge base of the
Debtors' current management, which, in turn, will promote the
most efficient, economic and timely resolution of these cases.
Although much has been accomplished to facilitate the APP
process in the past few months, much remains to be done before a
clear "end game" can or will emerge in these cases.  Today, no
other constituency is in as good a position as the Debtors to
complete the APP process, evaluate other potential sale or
reorganization alternatives, and formulate a strategy for
concluding these cases. Although the Debtors have worked, and
will continue to work, closely with their primary creditor
constituencies on all of the critical issues involved in
resolving these cases, no other party is currently in a central
position as the Debtors to facilitate the resolution process.

Ms. Lennox reminds Judge Bodoh that the Debtors made significant
strides in implementing the key elements of the APP.  Ms. Lennox
also reports that the Debtors have made progress towards
determining how to maximize the value of the Metal Fabrication
Business, comprised of the LTV Tubular division of LTV Steel and
the assets of Copperweld Corporation and its affiliates.  The
LTV Tubular Assets and the Copperweld Assets constitute the
primary remaining operating assets of the Debtors' estates.  The
Debtors carefully evaluated the appropriate treatment of the LTV
Tubular Assets and the Copperweld Assets in these cases and
initially determined that completing a going-concern sale of
some or all of these assets may provide the best mechanism to
maximize their value for the benefit of the Debtors' estates and

Thus, the Debtors have engaged in extensive marketing efforts to
sell the LTV Tubular Assets and the Copperweld Assets during the
past several months.  These efforts have included, among other

(a) preparing and distributing to certain potential purchasers
    detailed offering memoranda describing the LTV Tubular
    Assets and the Copperweld Assets;

(b) organizing and maintaining an extensive data room with
    related due diligence information;

(c) conducting sit visits and management presentations for
    certain Potential Purchasers;

(d) receiving and analyzing preliminary bid information from
    Potential purchasers;

(e) evaluating actual bids received;

(f) discussing bids with the Committees and all postpetition
    lenders; and

(g) engaging in further discussions with certain Potential

To assist the completion of a sale of some or all of the LTV
Tubular Assets and the Copperweld Assets, the Debtors also
obtained approval of the asset sale procedures designed to
provide a framework for the competitive bidding process and
permit the Debtors the option of granting certain bid
protections to a successful bidder.  The Debtors expect to
determine in the next few weeks, in consultation with their
creditors, which, if any, bids for some or all of the LTV
Tubular Assets and the Copperweld Assets they will accept.

Ms. Lennox further reports that the Debtors have:

(a) substantially completed an analysis of various intercompany
    claims, which they have shared with the Committees; and

(b) made "considerable progress" in retiring the LTV Steel
    postpetition financing facility by reducing $422 million
    of the LTV Steel DIP Facility, as of August 23, 2002.
    The Debtors expect to pay or otherwise satisfy the remaining
    $35.8 million balance of the LTV Steel DIP Facility on or
    before December 13, 2002.

In addition to bringing these tasks to completion, the Debtors
must begin to formulate a future strategy with respect to any
operating assets that remain.  In any event, during the next
several months, the Debtors will likely commence a process to
formulate any plan or plans of reorganization to be proposed in
these cases.

But until such time as any sale determinations have been made,
any sale processes have concluded, LTV Steel's administrative
claims have been resolved, and the APP Period has expired, Ms.
Lennox says, any Plan that may be proposed by the Debtors or any
other party would be premature.  In fact, it is not clear at
this juncture whether any Plan filing will be possible at all,
Ms. Lennox admits, although the Debtors have begun investigating
the possibility as to some or all of the operating companies.
"Clarity will only be possible after the bid evaluations have
concluded and further resolution of administrative claims has
occurred," Ms. Lennox contends.  Thus, the Exclusive Periods
should be extended to provide the Debtors with an opportunity to
accomplish these tasks, continue their efforts to maximize
value, and provide a period of 60 days beyond the expiration of
the APP Period to assess the results of the APP and any further
asset sales, and determine whether a Plan will be appropriate or
feasible, and if so, to commence the Plan formulation process.
(LTV Bankruptcy News, Issue No. 37; Bankruptcy Creditors'
Service, Inc., 609/392-00900)

LTV Corporation's 11.75% bonds due 2009 (LTVC09USR1) are trading
at less than penny to the dollar, DebtTraders reports. See
for real-time bond pricing.

MEADOWCRAFT: Has Until October 2 to File Schedules and Statement
By order of the U.S. Bankruptcy Court for the Northern District
of Alabama stretched the Schedules filing deadline of
Meadowcraft, Inc.  The Debtor has until October 2, 2002 to file
its schedules of assets and liabilities, and statement of
financial affairs, as required by 11 U.S.C. Sec. 521(1) and Rule
1007 of the Federal Rules of Bankruptcy Procedure.

Meadowcraft, Inc., a leading domestic producer of casual outdoor
furniture and the largest manufacturer of outdoor wrought iron
furniture in the world, filed for chapter 11 protection on
September 2, 2002. Sherry T. Freeman, Esq., Edward J. Peterson,
III, Esq., and Lloyd C. Peeples, III, Esq., at Bradley Arant
Rose & White LLP represent the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed an estimated assets of over $50 million and
debts of over $100 million.

MEDSOLUTIONS INC: Ability to Continue Operations Uncertain
MedSolutions, Inc., was incorporated in Texas in 1993, and
through its wholly owned subsidiary, EnviroClean Management
Services, Inc., collects, transports and disposes of regulated
medical waste in north and south Texas.

The Company has incurred consolidated net losses.  Additionally,
the Company has significant deficits in both working capital and
stockholders' equity.  Further, the Company is delinquent in
paying its payroll taxes to the IRS. These factors, raise
substantial doubt about the Company's ability to continue as a
going concern.

In response to certain comments raised by the Securities and
Exchange Commission with respect to the  Company's originally
filed registration statement and amendments thereto, the Company
has elected to restate certain of the financial information
appearing in its latest consolidated financial statements for
the year ended December 31, 2001 and the quarters ended March
31, 2002 and 2001. Accordingly,  the consolidated financial
statements have been restated to reduce previously recorded
amounts of other income of $70,000 and $245,000 for the years
ended December 31, 2001 and 1999, respectively; to increase the
litigation provision expense by $230,000 related to a lawsuit
for the year ended December 31, 2000; and to record  additional
interest expense of $30,000 and $44,000 for the years ended
December 31, 2001 and 2000 and for the three months ended March
31, 2002 and 2001, respectively,  related to such litigation
provision expense.

There has been no significant change in the status of litigation
since the Company filed the Annual Report with the SEC for the
year ended December 31, 2001. However, the Company has
reevaluated the status of the lawsuit filed by the State of
Texas and has retroactively increased the litigation provision
expense by $230,000, which was charged to expense in the fourth
quarter of the year ended December 31, 2000, and has recorded an
accrual for prejudgment interest expense of $30,000 and $44,000
for the years ended December 31, 2001 and 2000, respectively,
and $7,500 in each of the three-month periods ended March 31,
2002 and 2001.

Net losses were $212,668 during the three months ended March 31,
2002 compared to $295,565 during the three months ended March
31, 2001. Management does not believe the Company's existing
cash position  and cash flow from operations will enable us to
satisfy the current cash requirements.  MedSolutions will be
required to obtain additional financing to implement its
business plan.  Historically, the Company has met its cash
requirements from a combination of revenues from  operations
(which by themselves have been insufficient to meet such
requirements), shareholder loans and advances, and proceeds from
the sale of its debt and equity securities.

                          Going concern

The following factors raise substantial doubt about the
Company's ability to continue as a going  concern.  As indicated
in its consolidated financial statements, the Company incurred
consolidated net losses of $2,007,861 and $2,747,923 for the
years ended December 31, 2001 and 2000, respectively,  which
losses have continued into the first quarter of 2002.
Additionally, the Company has significant  deficits in both
working capital and stockholders' equity at December 31, 2001
and March 31, 2002. Further, although current with its payroll
taxes for the year 2002, EMSI has a substantial payroll tax
obligation for the years ended December 31, 2001 and 2000, which
continues to accrue interest.

MEMC ELECTRONIC: Denies Bankruptcy Reports, but Still Insolvent
MEMC Electronic Materials, Inc., (NYSE: WFR) -- with a June 30
balance sheet showing liabilities exceeding assets by $38
million -- in response to an incorrect comment in The Wall
Street Journal, stated that it has not filed for bankruptcy

For the 2002 second quarter, the Company reported net income
available to common stockholders of $6.0 million, which is after
cumulative preferred stock dividends.  In addition, as of June
30, 2002, the Company's cash, cash equivalents and short-term
investments totaled approximately $111.1 million.  Total
liabilities stand at $613 million at June 30.

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

METALS USA: Files First Amended Plan of Reorganization in Texas
In a Form 8-K report filed with the Securities and Exchange
Commission, Metals USA Senior Vice President, Treasurer, and
Chief Accounting Officer Terry L. Freeman discloses that:

"On September 18, 2002, Metals USA, Inc., a Delaware corporation
filed its proposed plan of reorganization and the related
disclosure statement with the U.S. Bankruptcy Court for the
Southern District of Texas, Houston Division.  The Company
together with all of its subsidiaries filed voluntary petitions
for reorganization under Chapter 11 of the Bankruptcy Code on
November 14, 2001.

"The Reorganization Plan calls for the Company's existing equity
be extinguished and for the unsecured creditors to receive 100%
of the New Common Stock in the reorganized Company in exchange
for the discharge of approximately $380.0 million of unsecured
claims. Holders of the existing equity will receive five-year
warrants to purchase an aggregate of up to 15% of the New Common
Stock of the reorganized Company. The warrants will have an
exercise price calculated at full recovery for all unsecured
creditors. In addition, the Company will seek listing of the New
Common Stock on a nationally recognized market or exchange. The
Company cannot provide any assurance as to whether a market will
develop for the warrants. All currently outstanding options of
the Company will be cancelled on the effective date of the
Reorganization Plan. The Reorganization Plan will provide for
the establishment of a new equity incentive plan for employees
to be administered by the Board of Directors of the newly
reorganized Company. The Board of Directors of the newly
reorganized Company will initially consist of six members, and a
seventh director to be named within six months from the
effective date of the Reorganization Plan who will be an
executive officer from the reorganized Company.

"The Bankruptcy Court has approved the Disclosure Statement as
having adequate information to permit an informed vote to accept
or reject the Reorganization Plan. The Company will mail copies
of the Disclosure Statement to the claim and interest holders,
and the impaired claim and interest holders will have an
opportunity to vote to either accept or reject the
Reorganization Plan. At the Reorganization Plan confirmation
hearing, which is scheduled for October 18, 2002, the Bankruptcy
Court will determine whether the voting classes have accepted
the Reorganization Plan or may rule that it is otherwise
confirmable under applicable bankruptcy law. If the
Reorganization Plan is confirmed, the Company will then be
permitted to consummate the transactions described in the
Reorganization Plan to emerge from bankruptcy. This is generally
done between ten to fifteen days following the confirmation of
the Reorganization Plan. Assuming the Reorganization Plan is
accepted by the impaired claim and interest holders and the
Bankruptcy Court grants the confirmation order within the time
table set forth, it is possible that the Company could emerge
from bankruptcy on or about October 31, 2002."

Free copies of the Debtors' Amended Disclosure Statement and
Amended Plan of Reorganization are available at the Securities
and Exchange Commission at:

The Debtors' First Amended Plan provides for certain
modifications to the estimated recovery amounts of certain
classes of claimants.  The Amended Plan specifically provides
for the issuance of 149,510 shares of New Common Stock to CIBC
World Markets in accordance with the terms of their retention as
financial advisors to the Holders of General Unsecured Claims.

The Debtors propose to make these cash payments on the Effective

Cash Payment                       Cash Payment Amount
------------------                 -------------------
Debtor-in-Possession Loan Claim      $130,000,000 to
Administrative Claims                  $3,400,000
KERP Payments                          $5,000,000
Other Priority Claims                    $100,000
Priority Tax Claims                      $200,000
Other Secured Claims                     $100,000
Assumed Contracts                        $600,000
Convenience Claims                       $700,000

(Metals USA Bankruptcy News, Issue No. 20; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

NCS HEALTHCARE: Omnicare Extends Tender Offer Until October 3
Omnicare, Inc. (NYSE: OCR), a leading provider of pharmaceutical
care for the elderly, has extended its $3.50 per share fully
financed, all cash tender offer for all of the outstanding
shares of Class A common stock and Class B common stock of NCS
HealthCare, Inc. (NCSS.OB).  The offer, which was scheduled to
expire at 12:00 Midnight, New York City time, on Thursday,
September 19, 2002, has been extended until Thursday, October 3,
2002, unless further extended.

Omnicare's offer represents more than twice the value of the
proposed transaction between NCS and Genesis Health Ventures,
Inc., (Nasdaq: GHVI) and nearly five times the value of NCS's
closing stock price of $0.74 on July 26, 2002, the last trading
day before Omnicare announced its acquisition proposal. The
proposed NCS/Genesis transaction, based on yesterday's closing
stock price, is worth approximately $1.60 per share or 28% below
the current value of NCS common stock.

As of the close of business on September 19, 2002, a total of
10,792,553 shares of Class A common stock of NCS had been
tendered, which represents approximately 58% of the outstanding
shares of Class A common stock, and a total of 26,141 shares of
Class B common stock had been tendered, which represents less
than 1% of the outstanding shares of Class B common stock. Jon
H. Outcalt, chairman of the board of NCS, and Kevin B. Shaw,
president, chief executive officer and a director of NCS, own
approximately 88% of the outstanding shares of Class B common
stock.  Messrs. Outcalt and Shaw have entered into illegal
voting agreements pursuant to which they have agreed, among
other things, to support the proposed NCS/Genesis transaction
and to vote all of their shares of NCS Class A common stock and
Class B common stock in favor of the proposed transaction.

Dewey Ballantine LLP is acting as legal counsel to Omnicare and
Merrill Lynch is acting as financial advisor.  Innisfree M&A
Incorporated is acting as information Agent.

Omnicare, based in Covington, Kentucky, is a leading provider of
pharmaceutical care for the elderly.  Omnicare serves
approximately 738,000 residents in long-term care facilities in
45 states, making it the nation's largest provider of
professional pharmacy, related consulting and data management
services for skilled nursing, assisted living and other
institutional healthcare providers.  Omnicare also provides
clinical research services for the pharmaceutical and
biotechnology industries in 28 countries worldwide.  For more
information, visit the company's Web site at

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

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

PACIFIC GAS: CPUC and Committee's Request to Open Voting Nixed
Pacific Gas and Electric Company issued the following statement
after the U.S. Bankruptcy Court denied the request by the
California Public Utilities Commission and Official Creditors'
Committee to reopen the voting period and allow creditors and
equity holders to revote on competing plans of reorganizations
in PG&E's bankruptcy proceeding:

     "The Bankruptcy Court [Fri]day denied the CPUC and
Creditors' Committee's motion to reopen the voting period
saying, 'that at some point you have to close the voting booth.'

     "The case will now proceed to the confirmation trial on
November 12, 2002.

     "The Court left open the details of a procedure that would
be used to consider the preference of creditors who voted
affirmatively for both plans, if both plans emerge from the
November hearings as confirmable.

     "[The other] week, the results of the voting by creditors
were submitted to the U.S. Bankruptcy Court, which showed PG&E's
plan of reorganization received overwhelming support from
creditors, and the CPUC's alternative plan did not. PG&E's plan
received approval in nine of the ten voting classes, while the
CPUC's alternative was approved by only one of the eight voting
classes, despite the Creditors Committee's recommendation that
creditors vote for both plans.

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

PENTACON INC: Completes Sale of Assets & Operations to Anixter
Anixter International Inc. (NYSE: AXE), the world's leading
distributor of communication products and a leading distributor
of "C" Class inventory components to Original Equipment
Manufacturers, has completed the purchase of the operations and
assets of Pentacon, Inc.

Headquartered in Chatsworth, California, Pentacon is a leading
distributor of fasteners and other small parts to Original
Equipment Manufacturers and provider of inventory management
services.  Pentacon has 30 distribution and sales facilities in
the United States, along with sales offices and agents in
Europe, Canada, Mexico and Australia.

Anixter paid a total of $108.2 million for accounts receivable,
inventory, office and warehouse equipment and furnishings
together with select other assets.  Anixter also assumed pre-
bankruptcy trade liabilities of Pentacon totaling $16.5 million.
Lastly, Anixter has agreed to hire the existing Pentacon
employees and assume the lease obligations for current operating

The purchase was funded using a combination of invested cash
balances and borrowings under existing working capital and
accounts receivable securitization facilities.  As of the
closing date Anixter's total outstanding debt balances,
including amounts outstanding under its accounts receivable
securitization facility, was $353.2 million.  As of the same
date, the Company's debt to total capitalization ratio is now
36.6 percent as compared to 40.6 percent at the end of December

When Anixter reports its results of operations for the third
quarter it will include the operating results of Pentacon from
September 20 through September 27, 2002, the end of its current
fiscal quarter.  The inclusion of Pentacon's results for that
period of time is not expected to have a material effect on the
Company's results for the quarter.

Commenting on the acquisition, Bob Grubbs, President and CEO of
Anixter said, "I would first like to compliment the Pentacon
management team for the excellent job they did in steering the
Pentacon business through the bankruptcy process.  Through the
hard work and extra efforts of all of the Pentacon employees the
reorganization under Chapter 11 of the United States Bankruptcy
Code was completed with a minimum of disruption to the

"At the same time I would like to thank all of the customers and
suppliers of Pentacon who stayed the course through this period
of uncertainty," said Grubbs.  "As we said at the outset,
Pentacon's business model and position as a value-added
distributor are perfect complements to our current specialty
wire and cable OEM business.  I can assure you that the
employees of both Pentacon and Anixter are excited about
providing the best service levels in the industry and working
with you to grow your business as we go forward."

Grubbs continued, "We are excited about the positive impact
Pentacon's operations should have on our business.  We expect
Pentacon to begin adding to our earnings, starting in the fourth
quarter.  Furthermore, we anticipate sales from Pentacon during
the quarter ending January 3, 2003 to be between $48 and $52
million, which is expected to add between 2 and 3 cents to
earnings per share for the period."

Anixter International is a leading distributor of communication
products and a leading distributor of "C" Class inventory
components to Original Equipment Manufacturers. The company adds
value to the distribution process through its valued added
service and logistics programs and by providing its customers
access to 1) more than 185,000 products and approximately $500
million in inventory, 2) 125 warehouses with more than 4.4
million square feet of space, and 3) locations in 193 cities in
40 countries.  Founded in 1957 and headquartered near Chicago,
Anixter trades on The New York Stock Exchange under the symbol

PEREGRINE SYSTEMS: Files for Chapter 11 Reorganization in Del.
Citing the financial and legal issues raised by the company's
inability to file audited financial reports for the 2000, 2001,
and 2002 fiscal years, among other reasons, Peregrine Systems,
Inc., (OTC: PRGNQ) has filed a voluntary petition to reorganize
under Chapter 11 of the U.S. Bankruptcy Code. Excluded from the
filing are all of Peregrine's other subsidiaries, including
those located outside of the United States, and Peregrine
Solutions, a new wholly owned subsidiary established to enhance
customer relationships.

Peregrine also announced that it has entered into an agreement
whereby BMC Software, Inc., (NYSE: BMC) will acquire all of the
assets and assume substantially all of the liabilities of its
Remedy business unit for $350 million.  To facilitate the
transaction, Peregrine Remedy, Inc., has also filed a voluntary
Chapter 11 petition.  The sale agreement is subject to approval
by the U.S. Bankruptcy Court for the District of Delaware, under
Section 363 of the U.S. Bankruptcy Code.

Peregrine said that the company has received a commitment for up
to $110 million in debtor-in-possession financing from BMC
Software.  The DIP financing will replace the company's existing
senior credit facility. These funds will be used to enable the
company to meet its commitments to its employees, to fund vendor
obligations going forward, and to assure uninterrupted business
operations.  The proceeds from the sale of Remedy will be used
to pay back the DIP financing and to settle past debts.  The
remaining proceeds from the sale will provide the company with
funds to continue operating its business.

The company also announced that its board has directed outside
counsel to file a lawsuit against Arthur Andersen, LLP, Arthur
Andersen Germany and Arthur Andersen Worldwide S.C., Daniel
Stulac, the audit partner on the account, and other defendants
to be named later, seeking damages in excess of $250 million for
each of the four causes of action in the complaint.  The lawsuit
alleges that the aforementioned defendants were negligent,
engaged in fraud and breached their audit and accounting duties
and responsibilities.

Gary Greenfield, Peregrine's CEO, stated, "These actions
represent a significant milestone in our strategic initiatives
to take control of our own destiny. We have already accomplished
a great deal in our planned reorganization initiatives.  We have
successfully negotiated a forbearance agreement with our factor
banks and divested non-core business units.  Chapter 11
represents the next step in this process.  It provides us with
the time and the means to complete the resolution of our
financial and legal issues, while we maintain normal business

"[Sun]day's actions represent a new beginning that will allow a
financially stable Peregrine to put the challenges of the past
behind it, so that the company can take full advantage of its
acknowledged leadership position in developing and marketing
software to manage the business of technology infrastructure.
We have the largest installed base in the IT Infrastructure
Management space in the world, and we fully intend to leverage
that leadership position going forward," Greenfield said.

Commenting on the sale of Remedy, Greenfield stated, "In June we
made the decision to operate Remedy as a separate business unit.
The sale of Remedy to BMC provides security for the employees
and customers of both Peregrine and Remedy into the future.
Now, Peregrine customers know that their investment in our
software is protected.  And Remedy customers and employees will
be in good hands with BMC Software.  We intend to work closely
with BMC to assure a smooth transition of all aspects of the
Remedy business, and support those customers who use both
Peregrine and Remedy products.  We are confident that our
customers and partners will be supportive of our efforts."

                Uninterrupted Business Operations

Daily operations at Peregrine's business units, Peregrine and
Remedy, will continue as usual.  Employees will continue to
report to work and will be paid as always; suppliers will be
paid in the ordinary course of business for goods and services
provided following the filing.

Peregrine plans to seek and expects to receive the court's
immediate permission to continue to pay employee wages,
salaries, incentive pay, and reimbursable expenses, as well as
to continue all employee medical, workers' compensation and
similar benefits without any interruption.

Greenfield stated, "Our number one priority is to continue to
serve the Infrastructure Management software needs of our
customers, and to demonstrate why these solutions remain worthy
of the high regard and dominant leadership position that they
have attained in the marketplace.  Our consolidated service desk
and asset management suites create operational efficiencies that
reduce costs and maximize return, enabling better informed
management decisions. Going forward we intend to build upon our
products, expertise and the high-profile customer base to
enhance our leadership position.

"With up to $110 million in DIP financing and the protections
provided under the Bankruptcy Code for post-petition purchases,
we are confident our suppliers will continue to support us while
we complete our restructuring," Greenfield added.

                       Peregrine Solutions

In an effort to make it easier for our customers to do business
with the company, Peregrine also has formed a new subsidiary --
Peregrine Solutions. It will be dedicated to assuring stability
and continuity for ongoing customer relationships.

"Peregrine Solutions provides customers with the opportunity to
enter into new license and support agreements for Peregrine and
Remedy products with a business that is not included in the
Chapter 11 filing," Greenfield stated

                    Arthur Andersen LLP Lawsuit

The company has directed its counsel to file a lawsuit in the
Superior Court for the State of California in San Diego, seeking
damages of more than $250 million for each of the four causes of
action cited in the suit.  The lawsuit alleges that, among other
things, "As a result of the negligence, fraud and the breach of
audit and accounting duties and responsibilities by Andersen,
[Arthur Andersen Germany, Andersen Worldwide] and Stulac, two of
Peregrine's previously audited statements have been withdrawn
and Peregrine is in the process of re-auditing those years of
operations. The Defendants' conduct has also resulted in a delay
in completing Peregrine's audit of the last financial year.  The
negative impact of these events, caused by the conduct of
Andersen, Andersen Worldwide, and Stulac has been significant."

Commenting on the lawsuit, Greenfield stated:  "The board
trusted our former independent auditors, Arthur Andersen, and
they failed to live up the responsibilities required in that

                         Looking Ahead

Peregrine has been a pioneer in developing the service and asset
management software required for companies to successfully
manage their IT infrastructure.  In business for more than 20
years, Peregrine was the first to extend the traditional help
desk software to consolidated service management.  It was also
the first to integrate asset management solutions by providing
information related to availability and total cost of ownership.
Peregrine products continue to be ranked by industry analysts as
the leader in these software categories.

Greenfield noted that the results of the company's independent
investigation into accounting irregularities in financial
statements for fiscal years 2000, 2001 and the first three
quarters of fiscal year 2002 have been communicated to the staff
of the Securities and Exchange Commission (SEC) and that the
company is making progress on its restatement of financial
results for the three fiscal years.

"Looking ahead we fully expect to emerge from Chapter 11 as a
financially stable company, better positioned than ever to meet
the infrastructure software management needs of our customers,"
he concluded.

Peregrine filed its voluntary petition under Chapter 11 in the
U.S. Bankruptcy Court for the District of Delaware in

Founded in 1981 and headquartered in San Diego, Calif.,
Peregrine Systems is the leading global provider of
Infrastructure Management software. Market-leading application
suites delivered by Peregrine and Remedyr product lines address
diverse customer needs to better manage and extend the life of
infrastructure and manage business services.  Peregrine's
Service Management and Asset Management solutions empower
companies to support and manage assets with best practice
processes. Remedy's comprehensive suite of packaged
applications, including IT Service Management and Customer
Support solutions, enable customers to improve reliability and
quality of service for both internal and external service
management.  Remedy's Action Request System(R) provides a
comprehensive platform to deliver business process authoring
capabilities to meet the unique requirements of organizations
today and into the future.

Peregrine Systems, Remedy, and Action Request System are
registered trademarks of Peregrine Systems, Inc., or its wholly
owned subsidiaries. All other marks are the property of their
respective owners.

PEREGRINE SYSTEMS: Case Summary & 40 Largest Unsec. Creditors
Lead Debtor: Peregrine Systems, Inc.
             3611 Valley Centre Drive
             San Diego, California 92130

Bankruptcy Case No.: 02-12740

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Peregrine Remedy, Inc.                     02-12741

Type of Business: Peregrine Systems is the leading global
                  provider of Infrastructure Management

Chapter 11 Petition Date: September 22, 2002

Court: District of Delaware (Delaware)

Debtors' Counsel: Laura Davis Jones, Esq.
                  Pachulski, Stang, Ziehl Young & Jones
                  919 North Market Street
                  16th Floor
                  Wilmington, Delaware 19899-8705
                  302 652-4100
                  Fax : 302-652-4400

Estimated Assets: More than $100 Million

Estimated Debts: More than $100 Million

Debtor's 40 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Pioneer Investment         Bondholder 5.5% Senior  $51,700,000
Management                Subordinated Note Due
Margaret D. Patel          Nov. 15, 2007
60 State Street, 18th Floor
Boston, MA 2109
Tel: 617-422-4839
Fax: 617-422-4276

Q Investments              Bondholder 5.5% Senior  $15,448,000
Tim O'Connor               Subordinated Note Due
301 Commerce Street        November 15, 2007
Fort Worth, TX 76102

Putnam Investments         Bondholder 5.5% Senior  $15,448,000
David King                 Subordinated Note Due
One Post Office Square -   November 15, 2007
9th Floor
Boston, MA
Tel: 617-292-1000
Fax: 617-760-7355

T. Rowe Price              Bondholder 5.5% Senior  $14,008,000
Stephen W. Boesel          Subordinated Note Due
100 East Pratt Street,     November 15, 2007
9th Floor
Baltimore, MD 21202

Deutsche Bank AG           Bondholder 5.5% Senior  $11,500,000
15 Austin Friars, EC@N     Subordinated Note Due
ZHE                       November 15, 2007
London, UK
Tel: 44 207 54 58000
Fax: 44 207 54 56155

Argent Capital Management  Bondholder 5.5% Senior  $10,575,000
Bob Richardson             Subordinated Note Due
500 West Putnam Avenue,    November 15, 2007
3rd Floor
Greenwich, CT 6830
Tel: 919-403-2644
Fax: 919-403-2788

Fidelity Investments       Bondholder 5.5% Senior  $10,000,000
Robert Bertelson           Subordinated Note Due
82 Devonshire Street       November 15, 2007
Boston, MA 2189
Tel: 617-563-7542
Fax: 617-476-0495

Ramius Capital Group       Bondholder 5.5% Senior   $8,971,000
Bill Griffin               Subordinated Note Due
666 Third Avenue, 26th Fl. November 15, 2007
New York, NY 10017

Credit Suisse First Boston Bondholder 5.5% Senior   $8,971,000
11 Madison Avenue          Subordinated Note Due
New York, NY 10017         November 15, 2007
Tel: 212-325-2000
Fax: 212-325-8215

Sidus Investment           Bondholder 5.5% Senior   $7,500,000
Management                Subordinated Note Due
Jacob Broff                November 15, 2007
767 Third Avenue
New York, NY 10017
Tel: 212-751-6644
Fax: 212-751-6647

Bank of America            Bondholder 5.5% Senior   $6,000,000
Keith Wirtz                Subordinated Note Due
101 Tryon Street,          November 15, 2007
Suite 1000
Charlotte, NC 28255
Tel: 704-386-6528
Fax: 704-386-9939

Perot Investments          Bondholder 5.5% Senior   $5,650,000
12377 Merit Drive, Suite   Subordinated Note Due
1700                      November 15, 2007
Dallas, TX 75251

CRT Capital Group          Bondholder 5.5% Senior   $5,000,000
Michael Vaughn             Subordinated Note Due
262 Harbor Street, 2nd Fl. November 15, 2007
Stanford, CT 6902

Highbridge Capital         Bondholder 5.5% Senior   $5,000,000
Andy Martin                Subordinated Note Due
9 West 57th Street         November 15, 2007
New York, NY 10019
Tel: 212-287-7435
Fax: 312-755-4250

Glenn & Karen Doshay       Bondholder 5.5% Senior   $5,000,000
Trust-Smith Barney        Subordinated Note Due
6006 El Tordo              November 15, 2007
Rancho, Santa Fe,
CA 92091
Tel: 858-756-1161

Wellington Management Co.  Bondholder 5.5% Senior   $4,930,000
Paul Kaplan                Subordinated Note Due
75 State Street            November 15, 2007
Boston, MA 2109
Tel: 617-951-2038
Fax: 617-263-4033

MPS Institutional Advisors Bondholder 5.5% Senior   $4,730,000
Robert Manning             Subordinated Note Due
500 Boylston Street,       November 15, 2007
25th Floor
Boston, MA 2116
Tel: 617-954-5952
Fax: 617-954-6607

HBV Capital Management     Bondholder 5.5% Senior   $3,738,774
200 Park Avenue,           Subordinated Note Due
Suite 3300                 November 15, 2007
New York, NY 10166
Tel: 212-808-3950
Fax: 212-808-3953

U.S. Trust Co. - NV        Bondholder 5.5% Senior   $3,685,000
Ray Cassasova              Subordinated Note Due
114 West 47th Street       November 15, 2007
New York, NY 10036
Tel: 212-852-3930
Fax: 212-852-3414

Markston International     Bondholder 5.5% Senior   $3,000,000
Michael Mullarkey          Subordinated Note Due
50 Main Street,            November 15, 2007
Mezzanine Level
White Plains, NY 30606
Tel: 914-761-4700
Fax: 414-761-4746

Dresdner Kleinwort         Bondholder 5.5% Senior   $2,500,000
Wasserstein               Subordinated Note Due
1301 Ave. of the Americas  November 15, 2007
New York, NY 10019
Tel: 212-969-2700
Fax: 212-429-2127

JP Morgan Chase -          Bondholder 5.5% Senior   $2,500,000
Luxembourg                Subordinated Note Due
Luxembourg, Luxembourg     November 15, 2007
Tel: 35 25 6268 5238

Prescott Group Capital     Bondholder 5.5% Senior   $2,000,000
Management                Subordinated Note Due
Lee Brewer                 1924 November 15, 2007
1924 South Utica,
Suite 1120
Tulsa, OK 74104
Tel: 918-747-3412
Fax: 918-742-7303

Barclays Global Investors  Bondholder 5.5% Senior   $2,000,000
Lois Towers                Subordinated Note Due
45 Freemont Street         November 15, 2007
San Francisco, CA 94105

Investment Council of      Bondholder 5.5% Senior   $2,000,000
South Dakota              Subordinated Note Due
c/o Office of State        November 15, 2007
State Capitol Bldg., #212
500 E. Capitol Avenu
Pierre, SD 57201
Tel: 605-772-3378

Canyon Capital Advisors    Bondholder 5.5% Senior   $2,000,000
Mitchell Julis             Subordinated Note Due
9665 Wilshire Boulevard,   November 15, 2007
Suite 200
Beverly Hills, CA 90212
Tel: 310-247-2700
Fax: 310-247-9484

Robeco Group               Bondholder 5.5% Senior   $1,600,000
Coolsingel 120             Subordinated Note Due
Postbus 973                November 15, 2007
Botterdam, Netherlands
Tel: 31 10 224 1224

Arbitex MasterFund         Bondholder 5.5% Senior   $1,500,000
c/o Arbitex Asset Mgt., LP Subordinated Note Due
1601 Elm St., 4000         November 15, 2007
Thanksgiving Tower
Dallas, TX 75201
Tel: 214-720-1659

Robertsons Stephens -      Bondholder 5.5% Senior   $1,113,000
Trading Account           Subordinated Note Due
555 California Street      November 15, 2007
San Francisco, CA 94104
Tel: 415-781-9700

First Clearing Corp.       Bondholder 5.5% Senior   $1,020,000
10700 Wheat First Drive    Subordinated Note Due
Glen Allen, VA 23060       November 15, 2007
Tel: 804-649-2311

Libertyview Capital Mgt.   Bondholder 5.5% Senior   $1,000,000
Richard Meckler            Subordinated Note Due
101 Hudson Street, 37th Fl November 15, 2007
Jersey City, NJ 7302
Tel: 201-200-1199
Fax: 201-216-8615

AMR Investments            Bondholder 5.5% Senior   $1,000,000
Michael Fields             Subordinated Note Due
4333 Amon Carter Boulevard November 15, 2007
Fortworth, TX 76155
Tel: 817-963-3500
Fax: 817-963-3902

Marriot Hotel, Inc.        A/P Vendor                 $960,041
Mike Ludwick
600 Marriot Drive
Nashville, IN 37214
Tel: 615-889-9300
Fax: 615-889-9313

Infosystems, Inc.          A/P Vendor                 $858,800
204 North Center Drive
Brunswick, NJ 08902
Tel: 732-297-9972
Fax: 732-297-9182

Payrolling.Com             A/P Vendor                 $829,763
318 Seaboard Lane
Bldg. 100, Suite 110
Franklin, TN 37067

Attn: Russell Hyde
8333 Clairemont Mesa Blvd.
San Diego, CA 92111
Tel: 858-278-4045
Fax: 858-278-5577

Axis Capital               Bondholder 5.5% Senior     $652,547
George Phillips            Subordinated Note Due
622 West 2nd Street,       November 15, 2007
PO Box 2555
Grand Island, NE 68802
Tel: 800-994-0016
Fax: 308-384-9547

IBM Global Services        A/P Vendor                 $614,994
PO Box 98880
Chicago, IL 60693
Attn: Legal
Tel: 312-245-5788
Fax: 312-245-2076

HFR Asset Management/      Bondholder 5.5% Senior     $608,679
Consulting                Subordinated Note Due
10 South Riverside Plaza,  November 15, 2007
Suite 1450
Chicago, IL 60606
Tel: 312-327-8430
Fax: 312-327-8435

Zurich Capital Markets     Bondholder 5.5% Senior     $575,000
Garry Crowder              Subordinated Note Due
One Chase Manhattan Plaza  November 15, 2007
New York, NY 10005
Tel: 212-208-3600
Fax: 212-208-3601

KPMG, LLP                  A/P Vendor                 $446,366
Bill Ruzzamenti
400 Capitol Mall, Suite 800
Sacramento, CA 93814-4407
Attn: Thomas Richards
The: 916-448-4700
Fax: 916-554-1199

PEREGRINE SYSTEMS: Selling Remedy Unit's Assets + Debts to BMC
BMC Software, Inc. (NYSE: BMC), a leader in enterprise
management, has agreed to acquire the Remedyr assets from
Peregrine Systems, Inc., for $350 million in cash and the
assumption of liabilities of Remedy.  BMC Software has also
agreed to provide Peregrine Systems with debtor-in- possession
financing of up to $110 million, to be netted against the
purchase price.  These transactions are subject to a number of
conditions, including U.S. Bankruptcy Court and regulatory

Remedy is a leading provider of service management software
solutions. Under the terms of the agreement, BMC Software will
acquire substantially all of Remedy's assets including the
Remedy applications -- IT Service Management and Customer
Service and Support solutions -- and the Action Request
System(R), a comprehensive development platform.  Following the
acquisition close, Remedy will operate as a separate business
unit within BMC Software.

The acquisition is a major step in BMC Software's successful
evolution from a best-in-class tools and utilities vendor to a
leader in the enterprise management space.  Remedy's service
management solutions coupled with BMC Software's comprehensive
enterprise management solutions will enable customers to manage
their business with a truly integrated service management
approach. The combined product offerings will allow customers to
increase both employee productivity and customer satisfaction
while improving IT performance and lowering operational costs.

"BMC is very well positioned to deliver what today's business
leaders demand -- an integrated IT and service process view for
running their business," said Bob Beauchamp, president and CEO,
BMC Software.  "We have long recognized the strength and market
leadership of Remedy, even under difficult circumstances, and
the value that our complementary solutions bring customers. This
acquisition is about fostering growth, and with the financial
strength of BMC, customers can be assured that Remedy is better
positioned now more than ever to continue to deliver value-added
solutions to the market."

Remedy's 6,000 strong worldwide customer base utilizes Remedy's
packaged solutions such as service desk, change management, and
asset management, and also customizes individual solutions built
on the Action Request System to meet their service management
needs.  In addition to Remedy's leadership position in the
service management market, the company has extremely talented
and experienced employees.  Beauchamp added, "After months of
due diligence, we have come to know the management at Remedy and
are extremely impressed with the entire organization.  We
believe that the acquisition will provide Remedy a supportive
environment in which they can once again flourish."

"Remedy looks forward to the opportunities BMC will provide us
to continue to deliver the highest quality solutions to the
Remedy community and the market at large," said Harold Goldberg,
vice president, Remedy Sales and Marketing.  "We believe that
Remedy employees, customers, and partners will benefit greatly
from this acquisition."

Remedy generated approximately $250 million in revenues in the
twelve-month period ending June 30, 2002, with positive cash
flow from operations and attractive operating margins.  The
transaction is expected to be accretive to BMC Software's
earnings within twelve months of the closing of the transaction.
Morgan Stanley has acted as financial advisor to BMC Software in
this transaction.

BMC Software, Inc., (NYSE: BMC) is a leader in enterprise
management.  The company focuses on Assuring Business
Availability(R) for its customers by helping them proactively
improve service, reduce costs and increase value to their
business.  BMC Software solutions span enterprise systems,
applications and databases.  Founded in 1980, BMC Software has
offices worldwide and is a member of the S&P 500, with fiscal
year 2002 revenues of approximately $1.3 billion.  Visit
http://www.bmc.comto learn more.

Remedy automates service-related business processes through a
complete suite of best practice service management applications,
including IT Service Management and Customer Service and Support
solutions. All Remedy products leverage the highly flexible
Action Request System(R), a comprehensive development
environment that delivers business process authoring
capabilities to meet the unique requirements of organizations
today and into the future.

PHOTRONICS INC: Buys-Back $33.2M of 6% Convertibles Below Par
Photronics, Inc. (Nasdaq: PLAB), the leading worldwide sub-
wavelength reticle solutions supplier, has repurchased $33.2
million in principal amount of its 6% convertible subordinated
notes for a total consideration of $30.8 million, or at an
average discounted amount of $927 for every $1,000 in principal
amount of notes.  At the end of the Company's fiscal third
quarter ended July 31, 2002, long-term debt totaled $351.4
million.  The debt repurchase transactions were funded through
the use of working capital and were completed at prevailing
market prices in the open market.  As a result of reducing the
Company's long-term debt, annual cash interest payments are
expected to be reduced by approximately $2 million.  Issued in
May 1997, the notes, which carry a conversion price of $27.98
per share and are due in June 2004, are rated B2 by Moody's
Investor Service and B by Standard & Poor's.

Sean T. Smith, Chief Financial Officer commented, "Photronics is
deeply committed to strengthening its balance sheet and
generating value for its shareholders.  The discount at which we
were able to repurchase these notes represents an excellent
opportunity to achieve both these ends."  He added, "The
reduction of our long-term debt and interest carrying costs are
a critical part of this management team's broader strategy to
reduce the overall cost of capital and improve the Company's
position to generate increasing levels of free cash flow in the
near future."

Additional debt repurchases may be made from time to time at
prices Photronics considers to be attractive.  The timing and
amount of such additional repurchases, if any, will depend on
many factors, including but not limited to, the availability of
capital, prevailing market price of its debt, and overall market
conditions.  No assurance can be given that the Company will
repurchase any additional debt.  Additional information
concerning the Company's outstanding convertible note issues can
be found in the Company's filings with the Securities and
Exchange Commission.

Photronics is a leading worldwide manufacturer of photomasks.
Photomasks are high precision quartz plates that contain
microscopic images of electronic circuits.  A key element in the
manufacture of semiconductors, photomasks are used to transfer
circuit patterns onto semiconductor wafers during the
fabrication of integrated circuits.  They are produced in
accordance with circuit designs provided by customers at
strategically located manufacturing facilities in Asia, Europe,
and North America.  Additional information on the Company can be
accessed at

QWEST: AT&T Calls for Evaluation of Accounting Irregularities
AT&T (NYSE: T) filed motions with nine state commissions urging
regulators to reopen the record on Qwest's long distance
application and require Qwest to provide evidence that it's new
subsidiary is in compliance with section 272 of the Telecom Act.

AT&T filed the motions in the states where Qwest withdrew its
applications, including Colorado, Washington, Utah, Idaho, Iowa,
Nebraska, North Dakota, Montana and Wyoming.

Section 272 requires a local telephone company's long distance
affiliate to "maintain books, records, and accounts in the
manner prescribed by [GAAP]." AT&T maintains that Qwest's
financial restatement should be considered with the new Qwest
subsidiary and that all records must be reviewed by the states.

"We are simply asking each state commission to follow the
process previously prescribed," said Tom Pelto, AT&T vice
president of law and government affairs.  "You start with a
tainted parent that can't certify its books, add in an
illegitimate affiliate that specialized in sham transactions,
and now Qwest proposes to remedy substantial accounting
irregularities by creating a completely new entity out of thin
air.  It doesn't require above average powers of observation to
spot issues here, especially when Qwest made misrepresentations
to these same states on the identical issue the last time

Pelto added "Qwest obviously intends to paper over the issue,
bypass the states, treat GAAP compliance as an annoyance, and
rush this mess back to the FCC.  We are instead suggesting that
the states pick up their tools, take a look at this new shell
company, verify the accuracy of the information Qwest files, and
decide whether such a flimsy solution makes any sense."

"The states are in charge, not Qwest, and there is no obvious,
compelling, or apparent reason to rush to reward such a clear
case of corporate misconduct," said Pelto.

Last week, Qwest withdrew all nine of its applications at the
FCC because it could not demonstrate compliance with section 272
due to its pending restatement of financials for past periods
and has now announced plans to create a wholly new separate
subsidiary that it claims will meet those requirements.  Qwest
has also announced plans to bypass each of the state commissions
in evaluating whether it has taken corrective measures to
resolve its accounting problems in setting up its separate

Qwest Corp.'s 7.25% bonds due 2007 (QUS07USR3), DebtTraders
reports, are trading at 27.5 cents-on-the-dollar. See
real-time bond pricing.

ROADHOUSE GRILL: Set to Emerge from Chapter 11 by September 30
Roadhouse Grill Inc., (GRLLQ.PK) says it will emerge from
Chapter 11 by Sept. 30.

Under the company's reorganization plan, all Roadhouse Grill
shareholders of record on Sept. 30 will receive an additional
0.15 shares of the company's common stock for each share they
hold of record on that date. These additional shares, along with
the currently outstanding shares of Roadhouse Grill common
stock, will total 11,165,052 shares, or 38.21 percent of the
common stock, in reorganized Roadhouse Grill. An aggregate of
13,888,889 new shares will be issued to new investors in
exchange for a $5 million investment in the reorganized
Roadhouse Grill, and 4,166,667 shares will be issued to a
creditor in exchange for retiring $1.5 million of pre-petition
debt. Effectuation of the reorganization will result in the
company having 29,220,608 shares issued and outstanding. As soon
as practicable thereafter, stock certificates for the additional
shares will be delivered to the holders of record as of 5 p.m.
EDT on Sept. 30.

"Integrity is a core value that we enforce at Roadhouse Grill,
and we've made it a top priority to preserve a significant
equity position for our shareholders and commit to payment in
full of our creditors," said Ayman Sabi, chief executive officer
of Roadhouse Grill. "We're very happy that we'll emerge from
Chapter 11 by September 30, and that we'll be able to move
forward into a bright future for Roadhouse Grill."

The U.S. Bankruptcy Court for the Southern District of Florida
confirmed Roadhouse's reorganization plan on Aug. 21 after an
overwhelming majority of Roadhouse Grill's creditors voted to
accept the plan and the CNL creditors that had forced Roadhouse
into reorganization in April withdrew their objections to the
plan under a settlement reached with the company.

Roadhouse Grill Inc. is based in Pompano Beach, Fla., and owns
and operates 69 full-service, casual-dining restaurants and
eight franchises. The company's restaurants, which offer a
"rambunctious" style consistent with Roadhouse Grill's motto:
"Eat, drink and be yourself," are located in Alabama, Arkansas,
Florida, Georgia, Louisiana, Mississippi, New York, North
Carolina, Ohio and South Carolina. For more information or to
find a Roadhouse Grill near you, call (954) 957-2600 or visit

SAFETY-KLEEN CORP: Wins Nod to Sell 3E Company Stake for $12MM
Safety-Kleen Systems Inc., obtained permission from the U.S.
Bankruptcy Court for the District of Delaware to:

    (i) vote its 604,000 shares of stock in 3E Company
        -- Environmental, Ecological and Engineering --
        approving the sale of substantially all of the
        assets of 3E Company to New 3E Company Acquisition
        Corporation under an Asset Purchase Agreement, and

   (ii) enter into an Asset Purchase Agreement providing
        for the sale of substantially all of the assets of
        3E Company and the purchase of 24.22% of 3E Company
        stock by SKS, and

  (iii) assume and assign 3E's contracts and unexpired leases.

                    The Asset Purchase Agreement

After good faith and arm's-length negotiations between the
Debtors, 3E Company, the Minority Shareholders, and the
Purchaser, the parties agreed that:

    (1) Purchase Price:

        The total purchase price to be paid by the Purchaser
        is $12,639,218.  Of the total, $9,389,218 of the price
        will be paid in cash at the closing of the transaction
        contemplated by the APA.  The Purchaser will sign and
        deliver to 3E Company a subordinated secured promissory
        note for $3,250,000 at the Closing.  The Note will bear
        interest at the rate of 9% per annum and will be secured
        by all of New 3E's assets, subordinated only to the
        acquisition financing and a working capital line of
        credit not to exceed $3,750,000.

    (2) Purchased Assets:

        -- the lease of real property at 1905 Aston Avenue,
           Carlsbad, California, dated December 17, 1998,
           between EGLL Development LLC of San Diego, CA,
           and Systems;

        -- all equipment and furniture;

        -- all inventories and cash;

        -- all rights under 3E company contracts;

        -- certain intellectual property rights; and

        -- all permits, licenses, certifications and approvals
           from all permitting, licensing, accrediting and
           certifying agencies.

        The Purchased Assets will not include items like:

        -- income tax refunds and tax attributes,

        -- documents relating solely to the organization,
           maintenance and existence of 3E Company as a
           corporation, and

        -- any rights of 3E Company under the APA.

    (3) Assumed Liabilities:

        At the Closing, the Purchaser will assume and
        undertake to pay, perform and discharge when due or
        required to be performed (without duplication) all
        of 3E Company's liabilities, mortgages, indentures,
        claims, liens, expenses or obligations, whether
        actual or contingent, accrued or unaccrued, matured
        or unmatured, relating to agreements, facts, conduct,
        conditions or circumstances in existence on or before
        the Closing, except for Excluded Liabilities.

    (4) Excluded Liabilities:

        The Purchaser does not assume and is not otherwise
        responsible for liabilities, expenses or obligations
        arising out of occurrences before, on or after the
        Closing which include:

        -- any liabilities or obligations owed to SKS or any
           of its affiliates, except for liabilities and
           obligations under the Marketing Agreement dated as
           of December 31, 2001, between 3E Company and SKS,
           which the Purchaser assumes;

        -- any an all ERISA liabilities and certain
           liabilities for taxes;

        -- liabilities payable to First Analysis;

        -- liabilities of 3E Company arising under
           guarantees or similar instruments relating to
           indebtedness for borrowed money incurred by SKS
           or its affiliates, other than 3E Company, other
           than for 3E Company's direct benefit, including
           liabilities of 3E Company as a guarantor under
           the Amended And Restated Credit Agreement among
           LES, Inc., Laidlaw Environmental Services
           (Canada) Ltd., and the lenders and agents under
           that Agreement; and

        -- certain claims covered by insurance policies held
           by SKS or any of its affiliates.

    (5) Purchase of Minority Stockholders' Shares:

        SKS will purchase all 193,000 shares held by
        Minority Shareholders free and clear of all options,
        proxies, voting agreements, judgments, pledges,
        charges, escrows, rights of first refusal or first
        offer, mortgages, and all other types of encumbrances.
        The aggregate purchase price for these shares will be
        $625,062.08.  Following this purchase, SKS will own
        100% of the equity interests of 3E Company. (Safety-
        Kleen Bankruptcy News, Issue No. 45; Bankruptcy
        Creditors' Service, Inc., 609/392-0900)

SLI: Court OKs Access to $20MM Interim Post-Petition Financing
SLI, Inc., sought and obtained approval from the U.S. Bankruptcy
Court for the District of Delaware for interim authority to
borrow up to $20,000,000 from their DIP Lenders under a
Postpetition Credit Agreement pending a Final Hearing.

When the DIP Facility is approved on a final basis, the Debtors
will have access to secured postpetition financing up to an
aggregate principal amount not to exceed $35,000,000.  The
principal amount will be comprised of a committed United States
facility of about $25,000,000 and a discretionary, controlled
disbursement non-United States facility of about $10,000,000
from Fleet National Bank, as administrative agent, and a
syndicate of other financial institutions constituting a subset
of the Prepetition Lenders.  The Final Hearing is scheduled
before the Honorable Mary Walrath on October 7, 2002 at 2:00

Pursuant to the Second Amended and Restated Credit Agreement
dated October 29, 1999, the Debtors admit they owe the
Prepetition Lenders $367,143,418 plus accrued and unpaid
interest.  The Prepetition Obligations are secured by valid,
perfected, enforceable, first-priority liens and security

The Debtors tell the Court that they do not have sufficient
available sources of working capital and financing to continue
the operation of their businesses without the Postpetition
Financing and the use of the Cash Collateral. The Debtors'
ability to maintain business relationships with their vendors,
suppliers and customers, to pay their employees, to purchase and
supply new inventory and otherwise finance their operations, is
essential to the Debtors' continued viability. On top of this,
the Debtors' critical need for financing is immediate. In the
absence of the Postpetition Financing and the use of the Cash
Collateral serious and irreparable harm to the Debtors and their
estates would occur. The preservation, maintenance and
enhancement of the going concern value of the Company and the
other Debtors are of the utmost significance and importance to a
successful reorganization of the Debtors under Chapter 11 of the
Bankruptcy Code.

The Debtors further report that given their current financial
condition, financing arrangements and capital structure, they
cannot obtain unsecured credit allowable under Bankruptcy Code
as an administrative expense.

The Court is convinced that the terms of the Postpetition
Financing appear to be fair and reasonable, reflecting the
Debtors' exercise of prudent business judgment and are supported
by reasonably equivalent value and fair consideration.

STAR TELECOMMS: Sells Nationwide Fiber Network to IDT Corp. Unit
IDT Corporation (NYSE: IDT.B; NYSE: IDT), a leading
multinational carrier and telephone company, announced that it's
IDT Telecom subsidiary has acquired certain Indefeasible Rights
of Use and equipment from the estate of Star Telecommunications,

IDT completed the acquisition after the United States Bankruptcy
Court in Wilmington, Delaware selected IDT as the winning bidder
and entered an Order authorizing the purchase. The assets
acquired represent long-term capacity on US nationwide fiber
networks operated by Qwest and Broadwing. The original IRU's
were purchased by Star Telecommunications in 1998 for
approximately $68 million.

"We got this fiber network at a great price and just in the nick
of time. At the rate we're growing, we need to get our hands on
as much bandwidth as we can," said Howard Jonas, IDT's Chairman.
"With all of the well publicized woes being experienced by so
many other telecom companies, new customers have been flocking
to IDT's Winstar and Telecom businesses. Additionally, the new
capacity will allow IDT to expand its enterprise and pre-paid
phone card businesses into many new US markets."

Under the terms of the deal, IDT paid cash for the right of use
of the capacity on the network for the remainder of the term
(most are in excess of 16 years), operations and maintenance and
certain equipment. IDT expects to recoup the cost of this
acquisition in under a year solely on the basis of costs
avoided, representing the money saved by moving traffic onto its
own network in lieu of leasing network capacity from other

"This acquisition is just another example of IDT's ability to
obtain valuable telecom assets for a fraction of their original
cost and put them into immediate, profitable use," said James
Courter, IDT's CEO. "IDT will be better positioned to deliver
high quality, low cost telecommunications services to our
rapidly growing customer base."

The fully operational 20-leg network of OC3 and OC12 bandwidth
allows IDT to carry increased voice and data traffic into 13
major metropolitan cities in the United States, including
Boston, New York City, Washington, DC, Atlanta, Miami, Houston,
Dallas, El Paso, Phoenix, San Diego, Los Angeles, San Francisco,
and Las Vegas.

"While the purchase price was less than a penny on the dollar of
the original cost of the network," said Motti Lichtenstein, CEO
of IDT Telecom, "the true value lies in our ability to procure
bandwidth at a significant discount to even today's depressed
market rates for leasing a similar amount of capacity."

IDT, through its IDT Telecom subsidiary, is a leading
facilities-based, multinational carrier that provides a broad
range of telecommunications services to its retail and wholesale
customers worldwide. Through its own national telecommunications
backbone and fiber optic network infrastructure, IDT Telecom
provides its customers with integrated and competitively priced
international and domestic long distance telephony and prepaid
calling cards. IDT and Liberty Media own 95% and 5 % of IDT
Telecom, respectively. IDT Media is the IDT subsidiary
principally responsible for the Company's initiatives in media,
new video technologies and print media.

IDT Corporation common shares trade on the New York Stock
Exchange under the ticker symbols IDT.B and IDT. As of June 10,
2002, there were about 53.4 million shares of Class B common
stock (IDT.B) outstanding, and about 24.9 million shares of
common stock (IDT). Of these, approximately 4.0 million shares
of Class B common stock and approximately 5.4 million shares of
common stock were held by units of IDT Corporation.

TANDYCRAFTS INC: Committee Balks at Mibec Lease Agreement
The Official Committee of Unsecured Creditors pertaining to the
chapter 11 cases of Tandycrafts, Inc., and its debtor-
affiliates, objects to the Debtors' commercial lease agreement
with Mibec Limited Partnership.

The Committee relates to the U.S. Bankruptcy Court for the
District of Delaware that the Debtors' executive management team
is currently headquartered in a facility that the Debtors own in
Fort Worth, Texas.  The Debtors' only manufacturing and
distribution operations are located in Pocahontas and Piggott,
Arkansas.  The Debtors previously entered into a contract to
sell their existing facility in Fort Worth, but the sale failed
due to environmental concerns.  The Committee determined that
Fort Worth property continues to be saddled with costs and
expenses and must be abandoned.

After the Petition Date, the Debtors downsized their business
but continued to assert (over the objection of the Committee)
that duplicative executive management with offices in the
Dallas/Fort Worth area is necessary for continued operations.
The Committee believes that executive management should be
situated in the same location as the Debtors manufacturing and
distribution operations.

The Committee objects to the Motion, because it is clearly
unnecessary and a waste of the Estates' assets for the Debtors
to maintain corporate offices in Ft. Worth, Texas, while all
manufacturing and distribution operations are located near the
Debtors' most significant customer in Arkansas.

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

TANGER FACTORY: Tapped to Manage Existing Florida Factory Outlet
Tanger Factory Outlet Centers, Inc., (NYSE: SKT) announced that
John Hancock Life Insurance Company has retained Tanger as the
exclusive manager of an existing 326,000 square foot factory
outlet shopping center located in Vero Beach, Florida.  The
property will be renamed Tanger Outlet Center at Vero Beach.
Tanger will manage the day-to-day operations, marketing and
leasing of the established outlet center.

"We are very pleased that John Hancock has selected the Tanger
management team to oversee this outlet center," stated Stanley
K. Tanger, Founder, Chairman of The Board and Chief Executive
Officer of Tanger Factory Outlet Centers, Inc.  "The center has
a solid brand name tenant mix in a proven region where we have
operated for years.  We believe we can add value through
capitalizing on the Tanger brand, increasing consumer traffic
and continuing to improve the tenant mix at the center.
Furthermore, with our established infrastructure, this strategic
management agreement will add incrementally to our earnings and
provide potential portfolio growth opportunities for Tanger in
the future."

The management agreement is part of Tanger's ongoing growth
strategy driven by outlet center acquisitions, expansions of
proven operating properties, new development, third party
management contracts and aggressive asset management of all
Tanger properties.

The property is located in the heart of Vero Beach in Indian
River County. The county offers 70 miles of beaches from the
Jupiter Inlet to the Sebastian Inlet, boating on the St. Lucie
River, Indian River, Lake Okeechobee, Intracoastal Waterway and
the Atlantic Ocean, 166,683 acres of city, county and state
parks, and over 100 public and private golf courses open all
year. Vero Beach is located 70 miles south of Cape Kennedy and
65 miles north of West Palm Beach and within 150 miles of 90% of
Florida's entire population.

The property totals approximately 326,000 square feet and
features over 55 upscale brand name outlet stores including:

    Versace             Ann Taylor               Bass Shoes

    Jones New York      Liz Claiborne            Nautica

    Polo Ralph Lauren   Carter's Childrenswear   Dooney & Burke

    The Bombay Company  Mikasa                   Reebok

Tanger Factory Outlet Centers, Inc., a publicly-traded REIT,
currently owns, operates or manages 31 factory outlet shopping
centers in 21 states coast to coast, totaling approximately 6.1
million square feet of gross leasable area.  For a complete
listing of Tanger Outlet Centers visit

                          *    *    *

As reported in Troubled Company Reporter's Sept. 20, 2002
edition, Standard & Poor's 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.

TEREX CORP: Completes Acquisition of Genie Holdings Assets
Terex Corporation (NYSE: TEX) has completed its previously
announced acquisition of Genie Holdings, Inc.

Genie is a leading worldwide manufacturer of aerial work
platforms with 2001 sales of $575 million. Consideration for the
acquisition is $75 million, payable $10.1 million in cash and
$64.9 million in Terex common stock (approximately 3.2 million
shares of Terex common stock). In addition, Terex will refinance
approximately $175 million in Genie indebtedness with the
proceeds of its recently announced incremental term loan.

"We are very excited to welcome Genie to the Terex family."
commented Ronald M. DeFeo, Terex Chairman and Chief Executive
Officer. "Genie, with its strong global brand name and market
share, positions us as one of the very few significant players
in the aerial work platform business. Adding Genie to the Terex
franchise increases our product and geographic diversification
and creates one of the broadest product offerings in the
construction equipment sector." Mr. DeFeo added, "Along with
significant growth opportunity, Genie brings with it a talented
management team. Bob Wilkerson, President of Genie, will
continue to lead and grow this business and become part of the
Terex senior management team as President-Terex Aerial Work

"This is a great opportunity for Genie and Terex," said Mr.
Wilkerson. "Being part of a larger company will provide us a
stronger financial and manufacturing platform to continue to
grow the Genie franchise, especially in Europe." Mr. Wilkerson
continued, "There are a lot of similarities between the two
companies and how they operate, and I am excited to join Terex
both as a shareholder and as a member of the senior management

Terex Corporation is a diversified global manufacturer based in
Westport, Connecticut, with 2001 annual revenues in excess of
$1.8 billion. Terex is involved in a broad range of
construction, infrastructure, recycling and mining-related
capital equipment under the brand names of Advance, American,
Amida, Atlas, Bartell, Bendini, Benford, Bid-Well, B.L. Pegson,
Canica, Cedarapids, Cifali, CMI, Coleman Engineering, Comedil,
CPV, Demag, Fermec, Finlay, Franna, Fuchs, Grayhound, Hi-Ranger,
Italmacchine, Jaques, Johnson-Ross, Koehring, Lectra Haul, Load
King, Lorain, Marklift, Matbro, Morrison, Muller, O&K,
Payhauler, Peiner, Powerscreen, PPM, Re-Tech, RO, Royer,
Schaeff, Simplicity, Square Shooter, Telelect, Terex, and Unit
Rig. More information on Terex can be found at

As reported in Troubled Company Reporter's Sept. 18, 2002
edition, Standard & Poor's assigned its double-'B'-minus secured
bank loan rating to Terex Corp.'s proposed $210 million new term
loan C maturing in December 2009. Proceeds from this loan and
about $60 million in Terex common stock will be used to finance
the acquisition of Genie Holdings Inc. for $270 million. In
addition, the double-'B'-minus corporate credit rating was
affirmed on Westport, Connecticut-based Terex, a manufacturer of
construction and mining equipment. Total rated debt is $1.6
billion. The outlook is stable.

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

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

THOMSON KERNAGHAN: Court to Rule on Investors' Motion on Thurs.
The Ontario Superior Court of Justice will hear a motion on
September 26, 2002 to amend a claim, originally filed against
Thomson Kernaghan and Co. Ltd., to also include the Investment
Dealers Association of Canada. The IDA, which is a private
association of Canadian securities dealers, has advised that
they do not owe a "duty of care" to protect individual

Thomson Kernaghan was petitioned into bankruptcy in July 2002.
To date, the Canadian Investor Protection Fund has advanced
$18,100,000 to cover shortfalls in TK client accounts.

     Hearing to be held:       September 26th at 10:00 a.m.
                               393 University Ave,
                               Toronto, Ontario

     Court File 01-CV-203394:  Christopher Morgis et .al. vs.
                               Thomson Kernaghan and Co. Ltd.

TYCO INT'L: Will Conduct Investors' Conference Call Tomorrow
Tyco International Ltd., (NYSE: TYC, LSE: TYI, BSX: TYC) will
hold a conference call tomorrow, Wednesday, September 25, 2002
at 8:00 am EDT.

The call will consist of an update on recent events at Tyco
followed by a question and answer session with Chairman and CEO
Ed Breen.  The call can be accessed in three ways:

    -- At the following Web site:

       A replay of the call will be available through October 2
       at the same Web site.

    -- By telephone dial-in with the capability to participate
       in the question and answer portion of the call. The
       telephone dial in number for the participants in the
       United States is: (800) 288-8976. The telephone
       dial-in number for the participants in International
       locations is: (612) 326-1011. Due to capacity limitations
       on the part of its teleconference service provider, the
       number of lines available is limited. If these lines have
       reached their limit, investors will need to call the
       "listen-only" number provided below.

    -- By telephone dial-in to participate in a "listen-only"
       mode. The telephone dial-in number for the participants
       in the United States is: (800) 260-0702. The telephone
       dial in number for the participants in International
       locations is: (612) 326-1000 The participants' code for
       all callers is: 653044. Investors who do not intend to
       ask questions should dial this number directly.

The replay is scheduled to be available later in the day on
September 25, 2002 until 11:59 PM on October 2, 2002. The dial-
in numbers for the replay are as follows: (U.S.): (800) 475-
6701. International: (320) 365-3844. The replay access code for
all callers is: 653035.

Tyco International Ltd., is a diversified manufacturing and
service company.  Tyco is the world's largest manufacturer and
servicer of electrical and electronic components; the world's
largest designer, manufacturer, installer and servicer of
undersea telecommunications systems; the world's largest
manufacturer, installer and provider of fire protection systems
and electronic security services and the world's largest
manufacturer of specialty valves.  Tyco also holds strong
leadership positions in medical device products, and plastics
and adhesives.  Tyco operates in more than 100 countries and had
fiscal 2001 revenues from continuing operations of approximately
$34 billion.

Tyco International Group's 6.875% bonds due 2002 (TYC02USR1),
DebtTraders reports, are trading at 96 cents-on-the-dollar. See
real-time bond pricing.

UNIROYAL: Gets Nod to Pay UEP Unit's Critical Vendors' Claims
Uniroyal Technology Corporation and its debtor-affiliates sought
and obtained authority from the U.S. Bankruptcy Court for the
District of Delaware to pay, in their sole discretion,
prepetition claims of critical trade vendors of Uniroyal
Engineered Products, LLC.

Uniroyal Engineered tells the Court that payment of the Critical
Trade Claims is vital to the Company's reorganization efforts.
Nonpayment may result to Critical Trade Vendors' terminating, or
severely restricting, the provision of goods and/or services to
Uniroyal Engineered.  The Debtors wish to maintain the
advantageous terms Uniroyal Engineered has had with the Critical

Uniroyal Engineered tells the Court that it wants to pay
approximately $2 million to 175 vendors -- substantially all of
Uniroyal Engineered's active trade vendors with which Uniroyal
Engineered intends to conduct business prospectively.

The Debtors believe that payment of the Critical Trade Claims is
a necessary step to effect Uniroyal Engineered's successful
reorganization. Importantly, as of the Petition Date, UEP
continued to enjoy substantial trade credit and UEP was
substantially current with respect to amounts owing to Critical
Trade Vendors.

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: Court Okays Otterbourg as Committee's Lead Counsel
The Official Committee of Unsecured Creditors, in the chapter 11
cases involving US Airways Group Inc., and its debtor-
affiliates, sought and obtained the Court's authority to retain
Otterbourg, Steindler, Houston & Rosen to serve as lead counsel.
Chairman R. Douglas Greco of Airbus North America Holdings
informs the Court that the Committee also selected Vorys, Sater,
Seymour & Pease as local counsel.  An application to retain
Vorys will be filed with the Court soon.

As the Committee's lead counsel, Otterbourg is expected to:

   a. assist and advise the Committee in its consultation with
      in the administration of these cases;

   b. attend meetings and negotiate with representatives of
      the Debtors;

   c. assist and advise the Committee in its examination and
      analysis of the conduct of the Debtors' affairs;

   d. assist the Committee in the review, analysis and
      negotiation of any plan(s) of reorganization that may be
      filed and to assist the Committee in the review, analysis
      and negotiation of the disclosure statement;

   e. assist the Committee in the review, analysis and
      negotiation of any financing agreements;

   f. take all necessary action to protect and preserve the
      interests of the Committee, including:

       (i) the investigation and prosecution of certain actions,
           on the Committee's behalf,

      (ii) negotiations concerning all litigation in which the
           Debtors are involved, and

     (iii) if appropriate, review, analyze and reconcile claims
           filed against the Debtors' estates;

   g. generally prepare on behalf of the Committee all
      necessary motions, applications, answers, orders, reports
      and papers in support of positions taken by the Committee;

   h. appear before this Court, Appellate Courts and other
      courts and the U.S. Trustee and to protect the interests
      of the Committee before these bodies; and

   i. perform all other necessary legal services in these

Scott L. Hazan, Esq., at Otterbourg, assures the Court that the
firm will work closely with Vorys, Sater and other professionals
to ensure there is no unnecessary duplication of services
performed or charged to the Debtors' estates.

Otterbourg will charge for its services on an hourly basis in
accordance with rates in effect when services are rendered.  The
firm will bill its time in one-tenth hour increments.

    Position                      Hourly Rate
    --------                      -----------
    Partner                       $400 - 595
    Associate                      195 - 425
    Paralegal/Legal Assistant      155

According to Mr. Hazan, it is Otterbourg's policy to charge
clients for all other expenses incurred in connection with the
cases.  These include telephone and telecopier toll, mail and
express mail charges, special or hand delivery charges,
photocopying, travel expenses, working meals, committee
meetings, computerized research, transcription costs and other
non-ordinary overhead expenses.

Mr. Hazan informs the Court that he compiled a computerized
master client database to ascertain whether his firm possessed
any potential conflicts of interest or other connection.
"Otterbourg professionals may have represented potential parties
in interest, but will refrain from expanding that involvement
into these proceedings.  In all other regards, Otterbourg
qualifies as a disinterested professional," Mr. Hazan asserts.
(US Airways Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

US SEARCH: Fails to Satisfy Nasdaq Minimum Listing Requirements
US SEARCH (NASDAQ:SRCH), a leader in location and verification
services, received a NASDAQ Staff Determination on September 12,
2002 indicating that the Company fails to comply with the
minimum bid price requirement for continued listing set forth in
Marketplace Rule 4450(a)(5), and that its securities are,
therefore, subject to delisting from the NASDAQ National Market.
US SEARCH is in compliance with the remaining requirements for
continued listing set forth in Marketplace Rule 4450(a),
including the net tangible assets and market value of the public
float requirements.

The Company has requested an oral hearing before a NASDAQ
Listing Qualifications Panel to review the Staff Determination.
Pending a determination by the Panel, the Company's common stock
will continue to trade on the NASDAQ National Market. The
Company intends to vigorously defend its NASDAQ listing. There
can be no assurance, however, that the Panel will grant the
Company's request for continued listing.

If necessary, the Company's board of directors has authorized a
reverse stock split, to maintain its listing, subject to
approval by the Company's stockholders. The Company has
approximately 97.4 million common shares outstanding.

Founded in 1994, US SEARCH (Nasdaq:SRCH) is an Internet-based
trust and risk management services company, supplying consumer
and enterprise clients with Web-enabled location, verification
and screening services using its proprietary intelligent
software platform. US SEARCH has extended its employment
screening and background check product lines to provide identity
verification services and fraud prevention tools to Global 2000
companies and is a leader in finding people. US SEARCH aims to
give its customers peace of mind by providing the right
information to make faster, safer, smarter decisions(SM).
Additional information can be found at

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

VANGUARD AIRLINES: Hooters Air Offers to Acquire Certain Assets
Hooters Air, LLC delivered Friday an offer to buy designated
assets of Vanguard to the company's Board of Directors.  This
offer is considered a first step in pursuing the objective of
establishing a new commercial airline operation to serve the
Kansas City market.  Hooters considers this offer a very small
part, but the beginning of the overall investment required, to
fund the airline startup.

Hooters Air has been working through the bankruptcy court in
Kansas City in evaluating the assets of Vanguard.  After many
weeks of study and approximately $500,000 in cost, Hooters Air
has determined that it will proceed forward with the purchase of
designated Vanguard's assets and, hopefully, will utilize many
of Vanguard's personnel in building a new Hooters Airlines in
Kansas City.  The designated assets include spare airplane
parts, ground equipment, furniture, fixtures and intellectual

Hooters Chairman, Bob Brooks, stated, "I am approaching the
Vanguard transaction a little differently than when I first
started.  I now believe I will require support from other
sources to build the kind of airline I desire. I have, however,
become more committed than ever to the goal of providing quality
air service for Kansas City, which I found to be a great city,
with a lot of good people, and a strong economy.  It is well
centered in more than just geographic terms."

As commonly known, and despite the financial problems of many
airlines, the focus of Hooters Air has been to find value in a
company and maximize its potential, with a goal of bringing
Hooters service principles of quality and friendliness to the
airline industry in Kansas City.  "I believe that building a new
airline is the best way to serve the Kansas City community,"
stated Brooks.

VIADOR INC: Enters into Definitive Merger Pact with MASBC, Inc.
Viador, Inc., (OTC Bulletin Board: VIAD) has entered into a
definitive merger agreement with MASBC, Inc., and MASBC
Acquisition Corporation.  The merger agreement contemplates
that, at the closing, all outstanding shares of Viador will
convert into a right to receive $0.075 in cash.  As a result of
the merger, Viador will become a privately-held company, wholly
owned by MASBC, Inc.  Accordingly, upon the closing, Viador's
registration under the Securities Act of 1933, as amended, will
terminate. The closing of the merger is subject to various
conditions, including stockholder approval.

The stockholders of MASBC, Inc. include Suma Ventures, LLC and
Heungyeung Yeung, an existing stockholder of Viador.  It is
anticipated that members of Viador's management, including Stan
X. Wang, its current Chief Executive Officer, will continue as
members of Viador's management team after the closing.

Viador Inc., combines proven experience, technology and
partnerships to deliver self-service portals for leading
businesses and organizations worldwide.  The Viador E-Portal
facilitates enterprise-wide productivity gains, including
increased revenue from new e-services, improved partner
communications, better customer relationships and retention, and
streamlined, paperless information distribution at lower cost.
Over 350 leading companies have chosen Viador for their self-
service portal needs, including Citigroup, the Department of
Defense, Putnam, UBS Bank, Verizon and Xerox.  Viador is
headquartered in Sunnyvale, Calif.  For more information, call
408-735-5956 or visit the Viador Web site at

                           *    *    *

As reported in Troubled Company Reporter's Sept. 18, 2002
edition, Viador initiated efforts to raise additional financing
to fund its operations. There can be no assurance that it will
be successful in its efforts to reduce expenses or to obtain
additional financing. Failure to reduce and control expenses,
generate sufficient revenue and/or to obtain additional
financing will result in a material adverse effect on the
Company's ability to meet its business objectives and continue
as a going concern. Based on its assumptions, which it believes
are reasonable, the Company believes it may have sufficient cash
to reach profitability provided that it meets the revenue and
expense goals contained in its business plan.

WEIRTON STEEL: Annual Shareholders' Meeting Scheduled in Nov.
An Annual Meeting of Stockholders of Weirton Steel Corporation,
a Delaware corporation, will be held at The Serbian-American
Cultural Center, 1000 Colliers Way, Weirton, West Virginia
26062, on Wednesday, November ___, 2002, (date yet to be
announced) at 6:00 p.m., for the following purposes:

     1. To elect six directors to the Board of Directors,
consisting of three Class II Directors to serve for a two-year
term until the 2004 Annual Meeting of Stockholders, or until
their respective successors are duly elected and qualified, and
three Class III Directors to serve for a three-year term until
the 2005 Annual Meeting of Stockholders, or until their
respective successors are duly elected and qualified.

     2. To approve an amendment to Article Fifth of the Restated
Certificate of Incorporation, as amended, and a related change
to the By-Laws, to reduce the size of the Board of Directors
from 14 persons to nine persons consisting of five independent
directors, two management directors and two union directors, to
become effective immediately following the Annual Meeting.

     3. To approve a contingent amendment and restatement of the
stated Certificate of Incorporation and By-Laws, as amended, to
be contingent and effective only upon the occurrence of a
"transformative event", which means a significant acquisition or
investment in steel industry assets or businesses resulting in a
change of control of the Company which is approved by at least
90% of the Board of Directors.

     4. To ratify the appointment of KPMG LLP as independent
public accountants for the fiscal year ending December 31, 2002.

     5. To consider and act upon any other matters which
properly may come before the meeting or any adjournment thereof.

Weirton Steel is the seventh largest U.S. integrated steel
company and the nation's second largest producer of tin mill

                          *   *   *

As reported in Troubled Company Reporter's August 20, 2002
edition, Standard & Poor's raised its corporate credit rating on
integrated steel producer Weirton Steel Corp., to triple-'C'
from 'D' following the company's debt restructuring.

Standard & Poor's also assigned its triple-'C'-minus rating to
the Weirton, West Virginia-based company's new senior secured
facilities. The current outlook is developing.

The restructuring involved Weirton's exchange of its existing
senior notes for a combination of senior notes and preferred
stock. The company also replaced its senior secured borrowing
base facility with a larger facility, which is also secured and
subject to a borrowing base.

Weirton Steel Corporation's 11.375% bonds due 2004 (WRTL04USR1),
DebtTraders says, are trading at 34.5 cents-on-the-dollar. See
for real-time bond pricing.

WHEELING-PITTSBURGH: Seeks $250M Fed. "Byrd Bill" Loan Guarantee
Wheeling-Pittsburgh Steel Corporation announced that the Royal
Bank of Canada, has filed an application on behalf of the
company with the Emergency Steel Loan Guarantee Board to obtain
a $250 million federal steel loan guarantee. RBC Capital Markets
will underwrite the loan.  RBC Dain Rauscher is acting as
advisor to the company in connection with its restructuring.

"Making an application under the Emergency Steel Loan Guarantee
program is a milestone event for Wheeling-Pittsburgh Steel. It
is the beginning of a process that will change the DNA of the
company," said James G. Bradley, President and CEO. "The loan
guarantee will help ensure that Wheeling- Pittsburgh Steel has
the financing to emerge from bankruptcy and invest in state-of-
the-art technology that will improve its manufacturing
efficiency. In addition, the company's plan is consistent with
the Bush Administration's goal of eliminating old, inefficient
production capacity and investing in new, highly-efficient

Bradley commended the United Steelworkers of America, the states
of West Virginia and Ohio, RBC Dain Rauscher and vendors for
their involvement in the application process. Bradley also
applauded the company's employees who have continued to work to
improve the company's performance even while making personal
sacrifices, including significant pay reductions.

"By writing The Emergency Steel Loan Guarantee Act and working
for its passage, Sen. Robert Byrd has again demonstrated the
importance of his leadership to the nation and especially to the
Ohio Valley," Bradley said. "The federal loan guarantee that the
Byrd Bill provides is the cornerstone for our emergence as a
new, more efficient and financially stable company."

The Emergency Steel Loan Guarantee Program provides a minimum of
85 percent federal loan guarantee for the lender. In addition to
the federal loan guarantee, the states of Ohio and West Virginia
have agreed to provide financing of $12 million and $15 million,
respectively, as part of the loan package. Suppliers have agreed
to finance up to an additional $8 million of the non-guaranteed
portion of the loan.

"The participation of West Virginia, Ohio and our suppliers
reflects the broad level of support for the company's
reorganization," Bradley said. "Gov. Bob Wise of West Virginia
and Gov. Bob Taft of Ohio have been valued partners of Wheeling-
Pittsburgh Steel throughout our bankruptcy proceedings and have
played key roles during the process of putting together our Byrd
Bill application. In addition, Sen. Jay Rockefeller has
supported in countless ways the company's efforts to
successfully emerge from bankruptcy. And certainly without the
ongoing, constructive participation of the USWA, Wheeling-
Pittsburgh Steel's Byrd Bill application would not have been

Bradley also noted that Rep. Alan Mollohan, Sen. Mike Dewine,
Rep. Bob Ney and Rep. Ted Strickland also provided significant
assistance to the company during its fight against illegal
imports and its effort to emerge from bankruptcy.

A major component to the company's Byrd Bill loan application
and plan of reorganization is the investment in a $109 million
electric arc furnace at the company's Mingo Junction facility.
The EAF would replace one of the company's two operating blast
furnaces. An EAF typically uses recycled scrap steel and scrap
alternatives as 100 percent of its feedstock. Wheeling-
Pittsburgh Steel, however, will have the capability to feed both
scrap and liquid iron from its remaining blast furnace into its

In addition, the company plans to complete the installation of
automatic roll changers at its 80" Hot Strip Mill, substantially
increasing its efficiency, and upgrade the quality capability of
its Allenport cold finishing facility.

Wheeling-Pittsburgh is the nation's eighth largest domestic
steel producer. It filed for Chapter 11 bankruptcy protection in
November 2000.

WILLIAM CARTER: S&P Places B+ Long-Term Rating on Watch Positive
Standard & Poor's placed its single-'B'-plus long-term corporate
credit and double-'B'-minus senior secured debt ratings for
Morrow, Georgia-based William Carter Co., on CreditWatch with
positive implications. The single-'B'-minus subordinated debt
rating was also placed on CreditWatch.

Total debt outstanding at June 29, 2002, was about $298 million.

"The CreditWatch placement reflects the company's intention to
sell shares of common stock and use the majority of proceeds for
debt reduction, as well as for its improving operating
performance, which has exceeded Standard & Poor's expectations,"
said Standard & Poor's credit analyst Susan Ding.

Standard & Poor's will meet with management and review William
Carter Co.'s operating and financial plans.

Carter's is one of the largest manufacturers and marketers of
baby and young children's apparel in the U.S., selling its
products under the well-recognized Carter's and Carter's
Classics brand names.

WILLIAMS COMMS: UST Says Debtor's Plan Doesn't Comply with Code
Carolyn S. Schwartz, the United States Trustee for the Southern
District of New York, asserts that Williams Communications
Group, Inc.'s proposed Plan of Reorganization does not meet the
confirmation requirement outlined in 11 U.S.C. Sec. 1129(a)(1)
because it violates the Bankruptcy Code.

The United States Trustee supports that portion of the
Wilmington Trust Company's objection, which asserts that the
inclusion of the Lock-Up Noteholder Consideration provision of
the Plan violates Sections 1123(a)(4) and 1129(a)(1) of the
Bankruptcy Code.

The United States Trustee also objects to the Plan provisions
that seek to release and discharge third parties other than the
Debtors from various claims and liability.  Pamela J. Lustrin,
Esq., in New York, points out that Section 524(e) of the
Bankruptcy Code provides that the discharge of a debtor does not
affect the liability of any other entity for the debt.  Thus,
the provisions, seeking to discharge numerous third parties
other than the Debtors, violate Section 524(e).  The release may
also be in contravention to the fiduciary duties owed by these
third parties to the Debtors, Ms. Lustrin adds.

The United States Trustee further objects to the exculpation
provision of the Plan, to the extent that it is overbroad,
exceeding the scope of Section 1125(e) of the Bankruptcy Code.
The United States Trustee also objects to the releases afforded
to the attorneys to the extent that these releases seek to limit
the professional's liability to their clients contrary to the
requirements of the Code of Professional Responsibility.
(Williams Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

WINSTAR COMMS: Trustee Presses for Prompt Turnover of Documents
L. Jason Cornell, Esq., at Fox Rothschild O'Brien & Frankel LLP,
in Wilmington, Delaware, informs the Court that on July 17,
2002, Winstar Communications' Chapter 7 Trustee's counsel
participated in a meeting with representatives from Winstar
Holdings and its legal counsel, McDermott Will & Emery, to
discuss the rights and obligations of the parties under the
Asset Purchase Agreement, Sale Order and related agreements.  A
subsequent meeting was held on July 31, 2002 in an effort to
reconcile balances among the parties. During the meeting,
Winstar Holdings was presented with a reconciliation
demonstrating that Winstar Holdings actually owes the Debtors'
estate significant amounts pursuant to the Asset Purchase
Agreement and the Sale Order.  This, after deducting from the
excluded cash assets all legitimate amounts payable from the
Debtors' estate to Winstar Holdings under the Asset Purchase
Agreement.  The amounts total $2,484,722.

Since the July 31 meeting, the Chapter 7 Trustee has made
numerous attempts to consensually resolve the matter, but
Winstar Holdings has avoided commencing negotiations and failed
to adequately respond to the Chapter 7 Trustee.  Winstar
Holdings also has failed to respond to requests for information
necessary for the Chapter 7 Trustee to:

-- comply with the Court's orders,

-- prosecute claims held by the Debtors' estate including
   preference and fraudulent conveyance claims,

-- prosecute adversary proceedings,

-- prepare tax returns and obtain tax refunds, and

-- liquidate assets of the Debtors' estate.

By this motion, Chapter 7 Trustee Christine C. Shubert asks the
Court to compel Winstar Holdings LLC to:

-- grant her access to the Debtors' Business Information that
   are necessary to expeditiously liquidate the Debtors' estate,

-- turnover $2,484,722 in property that is in Winstar Holdings'
   possession representing the balance of the cash held by the
   Debtors on the Closing Date, which were Excluded Assets under
   the Asset Purchase Agreement.

The Chapter 7 Trustee's retained accountants and business
advisors have repeatedly requested and have been refused access
to the Debtors' business information in connection with the:

* preparation of various tax returns for the Debtors'
  businesses for periods prior to the Closing Date,

* prosecution of tax refunds due to the estate, and

* disputing of claims for taxes filed by various taxing
  authorities against the estate.

* analysis of potential preferential transfers or fraudulent
  conveyances and resulting claims that may be held by the
  estate, and

* prosecution of claims retained by the estate as part of the
  excluded assets.

Besides denying access to business information, Mr. Cornell
continues that Winstar Holdings has also instructed its
employees not to respond to the Chapter 7 Trustee's queries.  An
e-mail dated August 21, 2002 had this message to all of the
Winstar's employees:

    "Please do not release any documents, stored or otherwise,
    to any third party including, but not limited to, the
    Estate/Trustee of Winstar Communications, Inc., and its

Mr. Cornell insists that Winstar Holdings' persistent refusal to
cooperate with the Chapter 7 Trustee and her professionals is a
patent violation of the Asset Purchase Agreement and the Sale
Order.  Winstar Holdings' breach of its duty has resulted in
additional more litigation and unnecessary expenses, to the
detriment of the creditors.  The Chapter 7 Trustee has had to
answer to the motion by the Corporate Telecommunications Group
and resort to examinations of third parties. (Winstar Bankruptcy
News, Issue No. 33; Bankruptcy Creditors' Service, Inc.,

Winstar Comms.' 12.50% bonds due 2008 (WCII08USR1) are trading
at less than a penny on the dollar, DebtTraders says. See
for real-time bond pricing.

WORLDCOM INC: MessagePhone Demands Prompt Decision on Contract
According to Richard G. Dafoe, Esq., in New York, MessagePhone
Inc., as licensor, entered into a nonexclusive License Agreement
with MCI WorldCom Networks Service Inc., as licensee, on
December 28, 1999, under which the Debtors would pay
MessagePhone a royalty for use of its Message Service
technology.  The Message Service technology has been designed to
allow a customer placing a call through 1-800-COLLECT or a
calling or credit card to leave a message on the Debtors' server
in the event of a busy signal or no answer.  This service then
will make a number of attempts to deliver the message to the
intended recipient.  The term of the License Agreement was for
the length of the term that MessagePhone held the patent rights,
which is through 2005.  The License Agreement is an Executory
Contract to be assumed or rejected by the Debtors.

Mr. Dafoe tells the Court that the Debtors paid an initial
license fee for the Message Service technology usage of $237,500
to cover pre-2000 sales of its Message Service.  The Debtors
then paid an additional $430,310 related to pre-2000 sales.
Subsequent to that, the Debtors paid additional quarterly
royalty payments totaling $1,159,762.  The Debtors now owes
MessagePhone over $1,403,069 as of December 31, 2000.  There has
been no exact calculation of the amount of the underpayment of
royalties for the quarter after December 31, 2000.

Mr. Dafoe continues that the Debtors are required in the License
Agreement to provide and maintain records in "sufficient detail"
to allow MessagePhone to audit the records of the Debtors for
the purpose of verifying the accuracy of the royalty payments
made to MessagePhone.  However, as determined by an auditor, the
records maintained by the Debtors related to the royalty payment
are not maintained in "sufficient detail."  The records have
been discarded and destroyed by the Debtors.  This destruction
of the underlying competent data is a violation of the License

Until the Debtors are compelled to assume or reject the
Executory Contract with MessagePhone, Mr. Dafoe contends that
MessagePhone cannot take action to minimize the damage it will
suffer from lack of payment of royalties.  The Debtors are
obligated to make postpetition Chapter 11 royalty payments to
MessagePhone or be enjoined from using the service and
technology that is owned by MessagePhone.  The Debtors have not
indicated if and when it will assume or reject the License
Agreement.  Time is of the essence for MessagePhone.  "The
Debtors have and continue to destroy records used to provide the
measure of royalties owing," Mr. Dafoe tells the Court.

To assume the Contract, the Debtors must meet all statutory
requirements including its compliance with the non-monetary
provisions of the License Agreement.  The Debtors' assumption of
this agreement would not be burdensome to the estate, as the
License Agreement has been highly profitable to the Debtors and
can not be replaced without infringing on the MessagePhone

Mr. Dafoe believes that no prejudice to Debtors or its estate
should result if the Court compels the assumption or rejection
of the License Agreement.  On the other hand, MessagePhone is
continuously prejudiced by the Debtors' failures.  "The Court
should not permit the Debtors to continue to use the license
without assuming it," Mr. Dafoe argues.  MessagePhone has
invested a substantial amount of time and effort in attempting
to recover payments from the Debtors.

Thus, MessagePhone asks the Court to set a time for the Debtors
to assume or reject the License Agreement, and if assumed, then
require the Debtors to comply with the requirements of the
Section 365 of the Bankruptcy Code. (Worldcom Bankruptcy News,
Issue No. 7; Bankruptcy Creditors' Service, Inc., 609/392-0900)

WORLDCOM INC: Committee Continues to Work with Senior Management
Van Greenfield of Blue River L.L.P. and Mark Neporent of
Cerberus Capital Management, L.P., the co-chairmen of the
Official Committee of Unsecured Creditors of WorldCom, Inc.,
issued the following statement:

     "We are perplexed as to the source and content of positions
attributed to the Committee regarding its relationship with
Company management in recent press reports.  Contrary to the
suggestion in Friday's New York Times, the Committee has been
working harmoniously and amicably with John Sidgmore and Bert
Roberts and the Company's management and professionals in
connection with the Company's reorganization.  An agreed upon
search process for a new CEO is underway and a nationally
recognized executive recruitment firm has been identified and is
in the process of being retained.  The Committee has formed a
sub-committee to participate in the search process and
anticipates that the search will be concluded on an expedited
basis.  Accordingly, the Committee expects that the new CEO will
have the support of both the Company and the Committee.  The
Committee appreciates the manner in which Messrs. Sidgmore and
Roberts have cooperated with the Committee in both the search
process and in the restructuring efforts to date."

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

WORLDCOM INC: Pays GCI $3.5-Mill. Against Prepetition Obligation
General Communication Inc., (Nasdaq: GNCMA) has received a $3.5
million payment against its pre-petition receivable from
WorldCom. The payment was received from a third party obligor
that determined it was ultimately liable for services provided
by GCI to the third party under a contract that had been
assigned to WorldCom.

The payment reduces the amount that WorldCom owes to GCI for
services provided to WorldCom by GCI prior to WorldCom's filing
of bankruptcy on July 21, 2002. During its second quarter
conference call on August 8, 2002 GCI discussed its exposure to
the WorldCom bankruptcy. GCI reported that it had reserved $9.7
million against its second quarter results to cover services
that had been billed to WorldCom during the second quarter but
for which payment had not been received prior to WorldCom's
bankruptcy filing. GCI also estimated that it would reserve up
to $6.7 million against its third quarter results to cover
additional services billed to WorldCom in the third quarter
prior to WorldCom's filing. GCI had previously reserved
approximately $0.6 million of disputed billings.

The $3.5 million received directly reduces the estimated third
quarter charge. GCI now has a pre-petition receivable of $13.5
million from WorldCom of which $10.3 million has been reserved.
GCI also owes WorldCom approximately $1 million that it believes
it may be entitled to offset against the amounts due to GCI.
Thus, the residual exposure to GCI that has not already been
reserved has been reduced to $2.2 million. GCI is currently
evaluating how much, if any, value should be assigned to the
total $13.5 million receivable that it holds from WorldCom and
will reserve any additional amounts against its third quarter
results. At this time, the amount of the third quarter reserve
increase is expected to be between zero and $2.2 million.

GCI also announced that it has received timely payment for all
presently due invoices that have been rendered to WorldCom since
its filing. GCI has received more than $4 million to date for
post petition services provided through August 31, 2002.

Finally, GCI reported that WorldCom traffic levels are running
consistently above the levels reported last year.

Based on revenues GCI is the largest Alaska-based and operated
integrated telecommunications provider and provides local,
wireless, and long distance telephone, cable television,
Internet and data communication services. More information about
the company can be found at


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

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

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

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

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


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

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

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

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

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

                *** End of Transmission ***