TCR_Public/020925.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, September 25, 2002, Vol. 6, No. 190     

360NETWORKS: Wants Approval to Release Kajima Construction Lien
ACANDS INC: Signs-Up Gilbert Heintz for Asbestos Insurance Work
ACME STEEL: Court Approves Asset Sale to Int'l Steel for $65MM
ACOUSTISEAL INC: Court Okays Interim $6.4-Million DIP Financing
ADELPHIA: Rigases Seek Stay Relief to Advance Defense Costs

ADELPHIA COMMS: Inks 5-Year Buffalo Sabres Broadcast Agreement
ADELPHIA COMM: Says Rigas' Indictment to Advance Asset Recovery
AGRIFOS MINING: Proposes Mining Asset Sale Bidding Procedures
AIMGLOBAL TECH: Restates Financial Results for June 2001 Quarter
ALLIED WASTE: Aborts $250 Million Senior Note Offering

AMCAST: Bank One Extends Unit's Credit Pact Until Sept. 14, 2003
AMERICAN AIRLINES: Issuing Three New Classes of P-T Certificates
AMERICAN FIRE RETARDANT: Auditors Raise Going Concern Doubt
AMERISERV FIN'L: Fitch Places Credit Ratings on Watch Negative
AMES DEPT: Landlords Pressing for Percentage Rent Payments

ANTARES PHARMA: June 30 Working Capital Deficit Tops $2 Million
APPLIED EXTRUSION: Implementing Major Cost Reduction Program
AXCESS INC: Commences Trading on OTCBB Effective September 24
BETHLEHEM STEEL: Selling Bethlehem Center to Majestic for $13MM
BMC INDUSTRIES: Moving Electroforming Business to Cortland, NY

BUDGET GROUP: Wins Nod to Employ Ordinary Course Professionals
CIENA CORP: Slashes 17% of Workforce to Save $55 Mill. Annually
COMDISCO INC: Proposes Debt Relief for SIP Participants
COMMUNICATION DYNAMICS: Files for Chapter 11 Reorg. in Delaware
COMMUNICATION DYNAMICS: Case Summary & Largest Unsec. Creditors

DIVERSIFIED ASSET: Fitch Downgrades Rating on Class B Notes to B
DIVERSINET CORP: Fails to Satisfy Nasdaq Listing Requirements
DLJ MORTGAGE: Fitch Affirms Low-B's on Classes B-3 and B-4 Notes
DLJ COMMERICAL: Fitch Affirms Low-B Ratings on 4 Certs. Classes
DOMINIX INC: Elbows-Out Grassi & Company as Independent Auditors

EMPRESA ELECTRICA: Wants Additional Time to File Schedules
ENRON CORP: Amethyst LNG Pitches Winning Bid for Two Contracts
EQUUS GAMING: Cash Resources Insufficient to Support Operations
FIRST UNION-LEHMAN: S&P Concerned About Increased Risk of Losses
GEORGIA GULF: Financial Covenants Under Credit Agreement Relaxed

GEOWORKS CORP: Signs Definitive Agreement to Sell UK Operations
GLIATECH INC: Taps Adams Harkness to Auction-Off ADCON Assets
GLOBAL DIVERSIFIED: Must Seek Financing Alternatives to Continue
GOODYEAR TIRE: Fitch Changes Ratings Outlook to Neg. from Stable
INTEGRATED HEALTH: Settles Dispute Over GECC Equipment Leases

ITC DELTACOM: Delaware Court to Consider Plan on Oct. 10, 2002
KITTY HAWK: Now Targeting Oct. 1, 2002 Effective Date for Plan
KMART CORP: Uniform Non-Core Asset Bidding Procedures Approved
LECTEC CORP: Nasdaq SmallCap Listing Hearing Set for October 17
LEVI STRAUSS: Balance Sheet Insolvency Nears $1 Billion Mark

LIFELINE BIOTECHNOLOGIES: Pursuing Various Funding Alternatives
LODGIAN: DDL-Kinser Seeks Stay Relief to Foreclose on Collateral
LORAL SPACE: Agrees to Joint Ownership of APSTAR-V Satellite
LTV CORP: Asks Court to Okay Stipulation re Tubular's Financing
LUCENT TECHNOLOGIES: Bonds Weaken on 4th Quarter Sales Warning

MEADOWCRAFT: Taps Bradley Arant as General Bankruptcy Counsel
MERRILL LYNCH: Fitch Affirms Low-B Ratings on Class E & F Notes
METALS USA: Eyes Emerging from Bankruptcy by October 31
METROMEDIA FIBER: Enters Partnership Pact with Arsenal Digital
MIDLAND REALTY: Fitch Affirms Low-B Class G & J Note Ratings

MORGAN STANLEY: S&P Ups Low-B Ratings on Classes E & F to BB+/B
MSU DEVICES: Obtains Commitment of Secured Bridge Loan Financing
NETIA HOLDINGS: Signs Managerial Contracts with CEO and CFO
NETMANAGE INC: Regains Compliance with Nasdaq Listing Guidelines
NEXTEL COMMS: James Mooney Resigns as Chief Operating Officer

NORTEL NETWORKS: Wins $40-Mill. China Unicom Expansion Contracts
NORTEL NETWORKS: S&P Downgrades Securitized Lease Rating to B
PEREGRINE SYSTEMS: Kilroy Realty Evaluating Impact of Bankruptcy
PEREGRINE SYSTEMS: Sues Arthur Andersen LLP for $250 Million
QWEST COMMS: Restates Further 2000 and 2001 Financial Statements

ROHN INDUSTRIES: Pres. & CEO Pemberton Plans to Retire by Nov 11
SEQUA CORP: Fitch Hatchets Senior Unsecured Debt Rating to BB-
SILVERLINE TECHNOLOGIES: Cognizant Offers to Buy Certain Assets
SLI INC: Wants Schedules Filing Deadline Extended to October 24
STANDARD MEMS: US Trustee Convenes Creditors' Meeting on Oct. 24

TELEGLOBE INC: Closes $65MM Sale of Interests to Intelsat Global
TELERGY: Court Fixes Oct. 8 Bar Date for Sale Proceed Claims
THOMAS GROUP: Reaches Deal to Restructure $7.5M Credit Facility
TRANSCARE CORP: Wants to Retain Ordinary Course Professionals
UNIROYAL: Gets Nod to Pay Prepetition Critical Vendors' Claims

US AIRWAYS: Proposes Uniform Interim Compensation Procedures
WINSTAR: Trustee Wants Northwest Nexus Account Info from US Bank
WORLDCOM INC: Court Approves Lazard Freres as Financial Advisors

* Meetings, Conferences and Seminars


360NETWORKS: Wants Approval to Release Kajima Construction Lien
On June 14, 2002, Kajima Construction Services, Inc., filed and
recorded with the County Recorder's Office of Los Angeles,
California, its mechanics' lien claim for $3,473,823 against
360networks inc., and its debtor-affiliates.  Moreover, Kajima
timely filed a Notice of Perfected Lien and a proof of claim,
which was identified as a secured claim to the extent of the
mechanics' lien.  The lien is for the improvements made at
Carrier Center L.A. in 600 West Seventh Street in Los Angeles,

By this motion, the Debtors seek the Court's authority to
release the Kajima lien against the real property and
improvements on the Property owned by Carrier Center LA inc.

With the release, the Debtors propose to establish a segregated
bank account into which the Debtors will deposit $3,473,823 --
Replacement Account.  The Lien would then be transferred from
the Carrier Center to the Replacement Account with the same
validity, priority and to the same extent as existing against
the Carrier Center.  Thus, Shelley C. Chapman, Esq., at Willkie
Farr & Gallagher, in New York, contends that Kajima will not be
prejudiced with the release of the lien.

Ms. Chapman relates that all of Kajima's subcontractors have
already been paid the amounts owed in connection with the work
performed for Kajima in the property.  Hence, the Debtors would
be entitled to obtain lien releases from these subcontractors
and there would be no need to include them in the motion.  To
the extent that there are still unpaid subcontractor amounts,
the Debtors propose that their claim be transferred to the
Replacement Account as well.

Ms. Chapman explains that the setting up of the Replacement
Account is important for the Debtors to proceed with the sale of
the Property.  The proposed title insurer for the Property is
insisting, as a condition precedent for the issuance of title
insurance to the proposed purchaser, that the Purported Lien be
released prior to, rather than simultaneously with, the closing
of the Sale.  While the Debtors believe that the Purported Lien
is subject to reclassification as a general unsecured claim, the
process of litigating the Objection, even on expedited basis,
could take longer than the Debtors' need to consummate the Sale
will allow.

Accordingly, the Debtors believe that the relief requested is
well justified under the business judgment standard.  Ms.
Chapman notes that the Debtors have proposed a means of clearing
the Lien in a manner that would fully protect Kajima's interest
by creating a replacement asset against which the Lien may
attach. (360 Bankruptcy News, Issue No. 33; Bankruptcy
Creditors' Service, Inc., 609/392-0900)    

ACANDS INC: Signs-Up Gilbert Heintz for Asbestos Insurance Work
AcandS, Inc., seeks permission from the U.S. Bankruptcy Court
for the District of Delaware to employ Gilbert Heintz & Randolph
LLP as Special Counsel with respect to insurance-related issues
and certain asbestos-related settlement matters.

Certain of the products installed by the Debtor between 1958 and
1974 contained asbestos. The Debtor relates it adopted the
policy, effective January 1, 1974, that would no longer handle,
furnish or install friable asbestos-containing materials.  
However, the Debtor is still providing labor for one transferred
contract on a fully reimbursed basis.  Debtor also remains the
nominal party on certain transitional contracts, but is
reimbursed for any expenses it incurs in connection with these
contracts and is indemnified against any loss.

The Debtor sold selected warehouse inventories, equipment,
contracts and lease to convert Debtor's contracting business
into cash to devote full management attention to asbestos
litigation and insurance matters.

The Debtor is pressing what it believes are highly meritorious
claims for substantial insurance coverage under several primary
written policies including the policy written by Travelers
Casualty and Surety Co.  Debtor's coverage claims against
Travelers are being determined through litigation pending in the
United States District Court for the Eastern District of
Pennsylvania. The Debtor believes that the coverage owed by its
insurers to cover asbestos liability is its most significant
asset and avenue for recovery for its creditors.

The Debtor will engage Gilbert Heintz to pursue the insurance
recoveries from Travelers, including Non-Products Coverage
Litigation. Gilbert Heintz will be compensated on a contingency
fee basis of 10% of any recovered insurance proceeds.

Members of Gilbert Heintz have represented the Debtors for years
and are intimately familiar with the Debtor's insurance
coverage, asbestos liability, and its insurance-related

Specifically, Gilbert Heintz will be:

     a) assisting and advising the Debtor in its examination and
        analysis of the Debtor's potentially available insurance

     b) assisting and advising the Debtor in its consultation
        with parties-in-interest regarding the Debtor's
        potential insurance assets;

     c) advising the Debtor as to the appropriate steps
        necessary to collect its claims against the insurers;

     d) preparing appropriate pleadings and orders, conducting
        discovery and representing the Debtor in any adversarial      
        proceeding (including arbitration or litigation related
        to the collection of insurance claims, including the
        Non-Products Coverage Litigation);

     e) advising and representing the Debtor in settlement
        negotiations and mediations with insurance carriers;

     f) reviewing and analyzing insurance-related application,
        orders, operating reports, schedules and other materials
        filed and to be filed with this Court by the Debtor or
        other interested parties in this Case, and advising the
        Debtor as to the necessity and propriety of these

     g) representing the Debtor at hearings to be held before
        this Court and communicating with the Debtor regarding
        the insurance-related issues heard and raised, as well
        as the insurance-related decision of the Court; and

     h) assisting the Debtor in preparing appropriate insurance-
        related legal pleadings and proposed insurance-related
        orders as may be required in support of positions taken
        by the Debtors, and preparing witnesses and reviewing
        relevant documents.

Gilbert Heintz has also agreed with AcandS to represent it in
negotiations with asbestos claimants in efforts to arrive an
acceptable plan of reorganization.

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

ACME STEEL: Court Approves Asset Sale to Int'l Steel for $65MM
International Steel Group Inc., announced that the U.S.
Bankruptcy Court has approved its purchase of the steel-making
assets of the Acme Steel Company in Riverdale, Ill., for
$65 million.

Rodney Mott, President and CEO of ISG, said, "We are pleased
with the purchase of this world-class caster and hot strip mill.  
This acquisition is another step in our program to enhance
productivity at our facilities and to expand our product range,
both of which are key to the long-term viability of any steel
company.  It is our plan to begin the staffing process
immediately to ensure that the facility is in operation early
next year.  We expect that the initial operation will require
approximately 200 employees and will allow for production of
800,000 tons of steel."

ISG said that an agreement has already been reached with the
USWA related to the staffing and operation of the plant and
dialogue has begun with the City of Riverdale, the necessary
utilities, the Norfolk Southern Railroad, and customers,
including Acme Packaging, to facilitate a quick and predictable
start-up.  The successful conclusion of negotiations with the
State of Illinois on financial incentives must be concluded to
complete plans for the start-up of operations.

Wilbur Ross, Chairman of ISG, added, "The existing shareholders
have joined with partners in our private equity funds to provide
approximately $61.5 million in additional new capital related to
this acquisition.  This brings our total equity commitments to
$236 million since April.  This is more common stock money than
any steel company has raised in any recent year.  We continue to
believe that a strong balance sheet is an important component of
being a low-cost producer and, therefore, chose to fund the
acquisition with equity."

International Steel Group Inc., is the newest competitor in the
global steel industry.  The Company was formed by WL Ross & Co.
LLC to create value through the profitable operation of globally
competitive steel plants.  ISG operates integrated flat rolled
steel plants located in Cleveland, Ohio; East Chicago, Indiana;
and a finishing plant in Hennepin, Illinois.  ISG also operates
a coke plant in Warren, Ohio and other facilities related to the
operations of its steel plants.

ACOUSTISEAL INC: Court Okays Interim $6.4-Million DIP Financing
Acoustiseal, Inc., sought and obtained authority from the U.S.
Bankruptcy Court for the Western District of Missouri to enter
into a debtor-in-possession financing credit facility.  The
Debtor tells that Court that it received a commitment from
Deutsche Bank Trust Company Americas, f/k/a Bankers Trust
Company (as post petition agent), and a group of several
financial institutions willing to underwrite a DIP financing
credit facility.  The Debtor is authorized to borrow funds in an
amount not to exceed $6,400,000.

The Debtor relates that the Prepetition Lenders have made
certain loans and other financial accommodations to fund the
Debtor's operations.  As of the Petition Date, $52 million was
fully accelerated and owed to the Prepetition Lenders under the
Prepetition Credit Agreement on account of:

          Revolving Loans      $11,000,000
          Term Loan            $40,750,000

The Debtor believes that the Lenders' hold valid, binding,
enforceable and perfected first priority liens.  The Prepetition
Agent and the Prepetition Lenders assert, and the Debtor
believes, that substantially all of the Debtor's assets are
subject to the Lenders' Prepetition Liens.

The Court determined that there is an immediate and critical
need for the Debtor to obtain funds in order to continue
business operations.  Without new funds, the Debtor will not be
able to pay its payroll and other direct operating expenses and
obtain goods and services needed to carry on its business during
this sensitive period.  The DIP Financing is necessary to avoid
irreparable harm to the Debtor's estate, creditors, customers,
suppliers and employees.

At this time, the Debtor's ability to finance its operations and
the availability of sufficient working capital and liquidity are
vital to the confidence of its vendors and suppliers and to the
preservation and maintenance of the going concern value of the
estate.  The Debtor further tells the Court that it is unable to
obtain the required funds allowable under the Bankruptcy Code as
an administrative expense.

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

ADELPHIA: Rigases Seek Stay Relief to Advance Defense Costs
John J. Rigas, Timothy J. Rigas, James P. Rigas and Michael J.
Rigas, former directors and officers of Adelphia Communications
Corporation and Adelphia Business Solutions, Inc., asks the
Court to lift the automatic stay to allow payment and
advancement of defense costs under the Debtors' Directors and
Officers liability insurance policies.

According to Stephen P. Pazan, Esq., at Dilworth Paxson LLP, in
Cherry Hill, New Jersey, the Rigases have been named in over 40
civil lawsuits, as well as civil suits brought by the ACOM
Debtors and the SEC.  The Civil Lawsuits allege that the Rigases
are liable for damages arising from their actions as officers
and directors of ACOM and ABIZ.  The number of Civil Lawsuits is
expected to increase.  Although certain of the Civil Lawsuits
have been stayed since the Petition Dates of the bankruptcy
cases, certain other of the Civil Lawsuits naming only non-
Debtor parties as defendants, including the Rigases, are
continuing forward.  The Rigases have already incurred hundreds
of thousands of dollars of fees and costs defending the Civil
Lawsuits that are still in their infancy.  To defend the Civil
Lawsuits, the Rigases will likely incur attorneys' fees and
costs of several million dollars.

Prior to the Petition Date, Mr. Pazan relates that the Debtors
purchased a "claims-made" Directors and Officers Liability
Insurance Policy issued by Associated Electric & Gas Insurance
Service Limited.  The AEGIS Policy provides a primary layer of
coverage for $25,000,000.  The policy period of the AEGIS Policy
is December 31, 2000 through December 31, 2003.

In addition to the AEGIS Policy, the Debtors purchased an Excess
Policy issued by Federal Insurance Company of the Chubb Group of
Insurance Companies.  The Federal Policy provides excess
coverage up to $15,000,000 in excess of the $25,000,000 of
coverage provided by the AEGIS Policy.  The policy period of the
Federal Policy is December 31, 2000 through December 31, 2003.

Mr. Pazan informs the Court that the Debtors also purchased a
separate Excess Policy issued by Greenwich Insurance Company, a
member of the XL Americas Companies.  The Greenwich Policy
provides coverage up to $10,000,000 in excess of the $25,000,000
of coverage provided by the AEGIS Policy and the $15,000,00 in
coverage provided by the Federal Policy.

Mr. Pazan contends that the D&O Policies generally provide that,
subject to certain conditions and other terms, the D&O Policies
will pay the legal fees and related expenses of the covered
Directors and Officers.  Additionally, the AEGIS Policy requires
that AEGIS allocate Defense Costs on a current basis if the
parties cannot agree upon allocation.  Furthermore, the D&O
Policies provide that, in case of the bankruptcy or insolvency
of the Company, the Insurers will not be relieved of any of
their obligations and will directly pay or advance Defense

Several demands have been made by the Rigases for payment and
advancement of Defense Costs in accordance with the terms and
conditions of the AEGIS Policy, premised on the Civil Lawsuits.
Most recently, by letter dated August 20, 2002, the Rigases made
a demand for payment upon AEGIS, stating that AEGIS is
"obligated to pay the defense costs incurred by the Rigases in
defense of the Lawsuit claims and unless AEGIS timely advances
those defense costs, the Rigases will be prejudiced in their
defense in these claims."  However, AEGIS contends that the
automatic stay of the Bankruptcy Code may prohibit AEGIS from
making payments under the AEGIS Policy.

Mr. Pazan tells the Court that it is clear from the case law
that the Rigases have a separate and distinct interest in the
D&O Policies.  Although the Debtors also have an interest in the
D&O Policies, the Debtors' filing for bankruptcy protection does
not undermine the Rigases' independent interest in the D&O
Policies. Allowing the automatic stay to prevent AEGIS from
making payment and advancement of Defense Costs to the Rigases
infringes on the Rigases' interest in the D&O Policies and, in
effect, grants the Debtors greater rights to the proceeds of the
D&O Policies than the Debtors have outside of the bankruptcy

Mr. Pazan points out that Judge Arthur Gonzalez has recently
determined in similar circumstances that relief from stay was
warranted.  In re Enron Corp., in response to motions filed by
both AEGIS and certain directors and officers of Enron
Corporation, Judge Gonzalez lifted the automatic stay, to the
extent applicable, to permit the parties to the insurance policy
at issue -- which provided coverage to directors and officers of
Enron Corporation, as well as providing certain entity coverage
-- to exercise whatever contractual rights the parties may have
under the policy, subject to a full reservation of rights of
AEGIS under the policy.  "The same relief is warranted here to
protect the interests of the Rigases and other current and
former directors and officers of the Debtors," Mr. Pazan
asserts. Relief is appropriate given that the D&O Policies were
purchased primarily for the benefit of these officers and

According to Mr. Pazan, the Debtors' coverage under the D&O
Policies is limited to coverage for Securities Claims.  As a
practical matter, Mr. Pazan believes that the Debtors are
unlikely to face any liability for Securities Claims.  Pursuant
to Section 510 of the Bankruptcy Code, securities claims against
a debtor are subordinated to all claims or interests that are
senior to or equal to the claim or interest represented by the
security, except that if the security is common stock, the claim
has the same priority as common stock.  This subordination is
applicable to Securities Claims against the Debtors, whether
asserted by the holder of an equity interest or a debt
instrument, as included within the definition of "securities"
under the Bankruptcy Code are, inter alia, notes, stocks and
bonds.  Accordingly, payment on any Securities Claims covered
under the D&O Policies will not be required under the Bankruptcy
Code unless all claims relating to the underlying securities are
paid in full.

Mr. Pazan assures the Court that granting relief will have the
salutary effect of alleviating an impediment to coverage to
other former, current and future directors and officers of the
Debtors. In the event that the automatic stay applies to or
remains in effect relative to the Rigases, the automatic stay
will also prevent the payment and advancement of Defense Costs
to other former, current and future directors and officers of
the Debtors. (Adelphia Bankruptcy News, Issue No. 18; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

ADELPHIA COMMS: Inks 5-Year Buffalo Sabres Broadcast Agreement
In the ordinary course of their business, the Adelphia
Communications Debtors negotiate and contract for the right to
broadcast and distribute a variety of programming to affiliates,
other cable operators and subscribers.  Recently, the ACOM
Debtors received a proposal to acquire the broadcast rights of
the Buffalo Sabres, a National Hockey League team, for a term of
5 years, commencing September 2002.

Paul V. Shalhoub, Esq., at Willkie Farr & Gallagher LLP, in New
York, informs the Court that Niagara Frontier Hockey LP, a
limited partnership owned by the Rigas Parties -- John J. Rigas,
individually, and Michael J. Rigas, Timothy J. Rigas and James
P. Rigas, as shareholders of Patmos, Inc. -- holds the franchise
for the Buffalo Sabres, a team in the National Hockey League.  
In July 2000, the Rigas Parties acquired all of the partnership
interests of Niagara Hockey from an investor group.

In connection with the Acquisition, the Rigas Parties undertook
a recapitalization of Niagara Hockey and were required to enter
into a consent agreement with the NHL.  As part of the
Acquisition and Recapitalization, substantially all of Niagara
Hockey's then outstanding obligations to ACOM were converted
into subordinated notes and ACOM purchased two loans made to
Niagara Hockey and Crossland Arena LLC, a subsidiary of Niagara
Hockey, from Niagara Hockey's bank lenders.  As a result of
these financing and loan transactions, ACOM is believed to be
Niagara Hockey's largest creditor.

Mr. Shalhoub recounts that since 1993, one or more of the
Debtors has held a license to broadcast the Sabres games.  This
long-standing relationship previously had been memorialized in a
written agreement.  However, that agreement terminated in 1998
and ACOM since has been broadcasting the Sabres games pursuant
to oral agreements, which were renewed each NHL season.  Also,
since 1993, Empire Sports Network has been party to a marketing
joint venture with Niagara Hockey known as the Empire Sports
Sales venture.  Empire Sales sold advertising for the Sabres,
and was responsible for the production of television and radio
coverage of the Sabres games and the sale of commercial time on
Empire Sports Network.  Among other things, Empire Sales also:

-- sold non-broadcast advertising -- e.g., inter-arena
   advertisements, which do not appear on the broadcast --
   associated with the Sabres,

-- acted as an agent of Niagara Hockey and Crossland Arena in
   connection with the sale of print advertising for Buffalo
   Sabres programs and tickets and other advertising in HSBC

-- provided broadcast feeds for visiting hockey clubs, and

-- provided production services to third parties.

Pursuant to the joint venture with Empire Sports, revenues and
expenses generally were split between Niagara Hockey and Empire

By this Motion, the Debtors seek the Court's authority to enter
into a Bid Letter, Term Sheet and Inducement Letter, and a
License Agreement embodying the terms and conditions of the Bid
Letter and Term Sheet.

Mr. Shalhoub explains that the Bid Letter constitutes a binding
agreement among the parties, but is subject to these conditions
precedent, among others:

-- entry of an order of this Court approving the terms of the
   Bid Letter and Term Sheet and authorizing the Debtors to

-- the payment by the Debtors, on or prior to October 1, 2002,
   to Licensor of the $6,500,000 rights fee for the 2002/2003
   National Hockey League Season; and

-- execution and delivery of a letter between the NHL and
   ACOM relating to certain obligations undertaken by the NHL in
   respect of the controlling ownership of Niagara Hockey and
   certain other matters.

Although the Debtors believe that the proposed transaction is an
ordinary course transaction, the Bid Letter requires that the
Debtors, as a condition precedent to granting a license to
broadcast and distribute Sabres games, obtain this Court's
approval of the transaction.

The salient terms of the License Agreement are:

-- Licensee:  Parnassos LP and other subsidiaries of ACOM as it
   may designate.  The obligations of each Licensee are several
   as to any other Licensee.

-- Guarantor:  ACOM

-- Allocation of the Rights:  At the time an Additional Licensee
   is designated by ACOM, it will make a pro-rata allocation of
   the Rights and the payment obligations to the Additional

-- Internal Sublicensees and Internal Distributors:  Each
   Licensee will have the right, but not the obligation, to
   sublicense the Rights to any subsidiary of ACOM that is a
   television or radio network.  In addition, each Licenseee and
   Internal Sublicensee may enter into distribution agreements
   with other ACOM subsidiaries that are not Internal
   Sublicensees.  One Internal Sublicensee will, in all events,
   be Empire Network, or if not Empire Network, another ACOM
   subsidiary that replaces Empire Network as the primary sports
   network channel operated by ACOM or its subsidiaries in the
   Western New York area.  Each Licensee and Internal
   Sublicensee will agree upon the terms of the sublicense,
   provided however, that the terms of any sublicense executed
   with an Internal Sublicensee will subject the Internal
   Sublicensee to all terms, conditions and obligations of the
   License Agreement other than the obligations to make Rights
   Fee payments, Production Fee payments, and any other monetary
   obligations to Niagara Hockey.  Notwithstanding the fact that
   there may be multiple Internal Sublicensees, Niagara Hockey
   games broadcast on television will appear on no more than two
   networks or channels.

-- The Rights:  Conventional radio, terrestrial and satellite
   television broadcast distribution rights to all Sabres games
   each Season during the Term.

-- License Rights Fee:  $6,500,000 per Season during the Term.

-- Territory:  Western New York and a portion of the surrounding

-- Exclusivity:  Licensees will have exclusive rights as to the
   distribution via conventional radio and terrestrial and
   satellite television in the Territory during the Term, and
   Niagara Hockey will not during the Term grant any Rights to a
   third-party for use during the Term.

-- Term:  The Term will be from the date of execution through
   August 31, 2007.  By written notice to Licensees delivered on
   or before July 1, 2003, Niagara Hockey will have the right,
   in its sole discretion, to terminate the Agreement effective
   August 31, 2003.  Upon termination, Niagara Hockey is
   required to pay to Licensees the aggregate sum of $1,000,000,
   and upon payment Niagara Hockey and its subsidiaries and
   affiliates will have no further obligation to Licensees or
   ACOM, other than for liabilities accrued prior to

-- Carriage:  Licensees are required to distribute on the Empire
   Sports Network, or a successor, the live television
   broadcasts and on WNSA, or a successor, an audio simulcast of
   all of the licensed games produced by Niagara Hockey.  
   Licensees may broadcast and cause the distribution of the
   licensed games on conventional radio and terrestrial and
   satellite television, in each case, in either analogue or
   digital formats.

-- Right to Sublicense:  Subject to certain conditions,
   Licensees will have the right to sublicense broadcast radio
   And television rights for carriage by another television
   network or channel --e.g., another broadcast network or an
   ACOM channel separate from Empire Network.

-- Obligation to Broadcast:  Licensees are required, at all
   times during the Term, to make the licensed games generally
   available on commercially reasonable terms:

   a. to cable and satellite television operators serving
      subscribers throughout the Team Spheres of Influence; and

   b. to at least one radio station serving subscribers
      throughout the Team's radio Territory.

-- Production Fees:  Niagara Hockey, at its sole expense, will
   produce and deliver the game feeds to Licensees at a place
   and in a format as may reasonably be designated by Licensees
   and subject to the prior written consent of Niagara Hockey.
   Niagara Hockey will produce and deliver the game broadcasts
   to Licensees:

    a. not less than one pre-season Team game and

    b. not less than 74 regular season Team games.

   In addition, Niagara Hockey will deliver to Licensees all
   exhibition, pre-season, regular season, and first and second
   round playoff games actually produced by Niagara Hockey.
   Empire Network will remain responsible during the Term for
   the insertion and coordination of all advertising on the
   games produced by Niagara Hockey.  As a contribution to
   production costs, Licensees will pay to Niagara Hockey a
   production fee equal to $2,000,00 per season during the Term.  
   Licensees will pay the Production Fee in 8 equal installments
   of $250,000, each installment will due and payable on or
   before the 15th day of each month during the period October
   15th through May 15th inclusive during each Season of the

-- Termination of Empire Sales Joint Venture:  The Empire Sales
   joint venture previously operated by the parties in respect
   of certain prior Seasons will not been renewed and will be
   deemed null and void.  In addition, the parties have agreed
   upon a settlement of any remaining receivables from the prior
   operation of the joint venture.

-- Advertising:  Advertising inventory on the licensed game
   broadcasts will remain the property of Licensees, but will be
   sold exclusively by Niagara Hockey as exclusive sales agent
   for Licensees.  Licensees will pay to Niagara Hockey for the
   advertising sales services and traffic and billing operations
   an amount equal to the sum of all of Niagara Hockey's direct
   and indirect costs and expenses incurred in connection with
   the conduct of the advertising sales on Licensees' behalf.

-- Promotional Rights:  Niagara Hockey grants to Licensees
   during the Term the nonexclusive license to use in the
   Territory the name, symbol, seal, emblem and insignia of the
   Team, in each case to the extent owned or licensed by Niagara
   Hockey with the power to license and sublicense as

In addition, the Debtors and the NHL also executed the
Inducement Letter.  Mr. Shalhoub explains that the Inducement
Letter provides that in the event of a sale or bankruptcy filing
of Niagara Hockey, the NHL will support the continuation of the
License Agreement.  Pursuant to the NHL Constitution and By-
laws, prior consent of the NHL is required for and is a
condition precedent of the consummation of a sale of the direct
or indirect ownership interest of the Buffalo Sabres' NHL
franchise.  Under the Inducement Letter, unless ACOM have
provided its prior written consent, the NHL Commissioner has
agreed to refrain from submitting to the NHL membership any
proposal to provide the NHL's consent, and has further agreed to
oppose and recommend that the NHL membership reject, any
submission for consent by any person, to any direct or indirect
sale of an ownership interest in the franchise unless:

-- the proposed purchaser/transferee agreed in writing to affirm
   and assume, or to cause Niagara Hockey to affirm and assume,
   as applicable, each and all of the obligations of Niagara
   Hockey under the Broadcast Rights Agreement; or

-- in the event that Niagara Hockey or the proposed
   purchaser/transferee have rejected the Broadcast Rights
   Agreement under Section 365 of the Bankruptcy Code or any
   other applicable provisions of law permitting rejection of
   the contractual obligations of Niagara Hockey as a debtor:

    a. ACOM will have been paid in cash the Scheduled Amount; or

    b. the terms of such rejection provide that the rejection
       will not become effective prior to May 15, 2003; or

    c. the Inducement Letter will terminated in accordance with
       its terms.

Furthermore, the Inducement Letter provides that in the event
that a bankruptcy case is commenced by or against Niagara
Hockey, the NHL has agreed that it will not, pursuant to the
exercise of proxy powers with respect to Niagara Hockey or
otherwise, cause Niagara Hockey, prior to May 15, 2003, to
reject the Broadcast Rights Agreement under Section 365 of the
Bankruptcy Code or any other applicable provisions of law
permitting rejection of the contractual obligations of Niagara
Hockey as a debtor.  In addition, the NHL has agreed to oppose
any motions filed by any person seeking to reject the Broadcast
Rights Agreement unless:

-- Niagara Hockey has paid to ACOM in cash the Scheduled Amount;

-- the terms of the rejection provide that the rejection will
   not become effective prior to May 15, 2003.

In the Bid Letter, the Debtors have agreed to refrain from
exercising and asserting any rights of offset or recoupment,
whether by statute or under common law, that may exist or arise
in connection with the Debtors' claim against Niagara Hockey and
the payment obligations under the License Agreement.

According to Mr. Shalhoub, sports programming is the most
popular product for a cable operator such as the Debtors.  Of
this programming, the right to broadcast and distribute the
Sabres games is the second most popular product delivered to
cable subscribers in the Western New York region, second only to
the right to broadcast and distribute the National Football
League games of the Buffalo Bills.

Moreover, the Debtors derive appreciable revenues from third-
party distributees.  Indeed, the Debtors' ability to distribute
products to other cable systems is more profitable than simply
broadcasting the product on the Debtors' cable systems.  This is
primarily due to the cost mark-up associated with distributing
products to third-party cable systems.  For example, in addition
to broadcasting certain programming on the Debtors' cable
systems for the Debtors' own subscribers, the Debtors also
distribute programming to other cable distributors with
relatively little incremental cost to the Debtors.  
Historically, revenues derived from third party distributees
each season have totaled $5,000,000-$6,000,000.  Thus, the
Debtors expect to recoup much of the cost of the license rights
fee under the License Agreement from third-party distributees

In addition to revenues generated through the distribution of
Sabres games to third party cable systems, Mr. Shalhoub notes
that appreciable revenues also are derived from advertising.  
For example, during the 2001/2002 hockey season, aggregate
revenues derived from advertising in connection with the
broadcasting of Sabres games totaled $5,000,000.  The License
Agreement will give the Debtors the right to all revenues
generated from advertising during the television and radio
broadcasts of Sabres games.  If the Debtors are not granted the
rights under the License Agreement, it is likely that one of the
Debtors' competitors will acquire these rights.  Although the
Debtors could acquire Sabres broadcast rights from another
network, the Debtors would be required to broadcast programming
on a third-party network.  In that event, the Debtors would have
no rights to advertising revenues.

Mr. Shalhoub contends that the continued survival of Empire
Network, the Debtors' sports network, is wholly dependent upon
the Debtors' ability to broadcast and distribute Sabres games.
Without the Sabres, Empire Network would fail.  Importantly,
cable subscribers in the Western New York region have come to
rely and depend upon the Debtors to broadcast and deliver Sabres
programming throughout the professional hockey season.  Without
the ability to broadcast and distribute Sabres games, the
Debtors risk losing subscribers.  Although the Debtors could
obtain the right to broadcast Sabres games from another network,
the price for the programming likely would be more costly than
obtaining this right directly from Niagara Hockey.  Without the
rights granted under the License Agreement, the Debtors will be
forced to choose between paying more or not broadcasting the
Sabres. Neither choice yields a positive result.

Apart from the impact that a loss of the right to broadcast the
Sabres may have on the Debtors' regional operations, Mr.
Shalhoub points out that the Debtors have a unique pecuniary
interest in generating cash flow for Niagara Hockey.  This
interest arises from the Debtors' status as one of Niagara
Hockey's largest creditors.  Recent announcements made by the
NHL indicate that new ownership for the Sabres is actively being
sought.  The sale process, however, is hampered by the
uncertainty associated with the long-term value of the Sabres'
broadcast rights.  Through the proposed license agreement, the
Debtors will create certainty as to the value of the Sabres'
broadcast rights over a typical broadcast term and generate a
positive revenue stream for Niagara Hockey.  These developments
will substantially facilitate the sales process and enhance the
overall value of the Sabres business as a going concern -- to
the benefit of the Debtors as one of Niagara Hockey's largest
creditors. (Adelphia Bankruptcy News, Issue No. 18; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

ADELPHIA COMM: Says Rigas' Indictment to Advance Asset Recovery
Adelphia Communications Corporation (OTC: ADELQ) issued the
following statement concerning the federal indictments against
the Company's former chairman, John Rigas, two of his sons and
two other former officers of the Company:

     "[Mon]day's indictments will help further distance Adelphia
from the wrongful conduct of the Rigas family and help advance
the Company's efforts to recover the assets improperly taken
from Adelphia by the Rigas family and certain associates.

     "Many of Adelphia's previous disclosures regarding the
Rigases' improper actions have helped form the basis of the
government's case against the five individuals named in these
indictments.  The Company continues to cooperate fully with the
investigations of the U.S. Attorneys from the Southern District
of New York and the Middle District of Pennsylvania and the U.S.
Securities and Exchange Commission, while proceeding with its
own internal investigation into these matters.

     "Adelphia is pursuing its own lawsuit in federal court that
charges the Rigas family members and others with violation of
the Racketeer Influenced and Corrupt Organizations Act, breach
of fiduciary duty and massive self-dealing."

Adelphia Communications Corporation, with headquarters in
Coudersport, Pennsylvania, is the sixth-largest cable television
company in the country. It serves 3,500 communities in 32 states
and Puerto Rico.  It offers analog and digital cable services,
high-speed Internet access (Adelphia Power Link), and other
advanced services.

Adelphia Communications' 8.375% bonds due 2007 (ADEL07USR1),
DebtTraders says, are trading at 34.5 cents-on-the-dollar. See
for real-time bond pricing.

AGRIFOS MINING: Proposes Mining Asset Sale Bidding Procedures
Agrifos Mining LLC and Bedrock Holdings, LLC have filed a joint
plan of reorganization.  The Mining Plan contemplates
establishing bidding procedures to govern the sale of
substantially all of the Mining and Bedrock assets to IMC
Phosphates Company -- or another successful bidder.   By this
Motion, the Debtors request the Court to pre-approve those
Bidding Procedures for the Mining Assets.

Under the Mining Plan, the Debtors propose to sell certain parts
of their Mining Property, enter into leases of some of their
equipment located on the Mining Property, provide an option for
the rental of additional equipment, allow IMC to assume or
perform as a contractor a majority of the Debtors' reclamation
liability, and settle with IMC a contingent liability in
exchange for a cash payment and the performance of remediation
on N-TM(3).

The Nichols Mine consists of approximately 10,000 acres of real
property located in Nichols, Florida, located in the heart of
phosphate mining country, which is scarcely populated.  IMC owns
the property to the south and west of the Nichols Mine. Mining
owns certain facilities, and equipment at the Nichols Mine
including a washer and a benefication facility for the process
of phosphate rock. Even though the Nichols Mine has been idled
since July 2000, the equipment has been maintained in workable
condition, but is not easily removable from the Nichols Mine
facility and is of little value or use to any company other than
a phosphate mining company mining at the Nichols Mine.

Since the State of Florida (Florida Department of Environmental
Protection) requires previously mined land to be restored, the
Debtors have determined that having a mining company perform the
reclamation will be more likely preferable to because of the
technical expertise and familiarity with reclamation and the
permitting process that is required. Any purchaser of the
Nichols Mine will assume these responsibilities.

The Debtors relate that the Purchase Agreement contains all of
the conditions of closing standard for this type of transaction.
The Purchase Agreement calls for the payment of up to
$15,952,000 over 7 years (not including the optional equipment)
to Mining and Bedrock. In addition, IMC is agreeing to perform
$5,820,000 worth of reclamation.

Under the proposed Bidding Procedures, any interested party will
be required to submit a competing qualified bid to the Debtors:

     c/o, S. Margie Venus, Esq.
     Akin, Gump, Strauss, Hauer & Feld, LLP
     1900 Pennzoil Place-South Tower
     711 Louisiana Street, Suite 1900
     Houston, Texas 77205

on or before October 14, 2002. If the Debtors receive a timely
competing qualified bid the Debtors will conduct an auction on
October 15, 2002 at Akin Gump's office at 1:00 p.m.

To be considered a qualifying bid, the bid must:

     (a) be irrevocable through the Confirmation Hearing and be
         in writing;

     (b) be in the form of the Purchase Agreement and other
         Transaction Documents marked to show any changes and on
         terms and conditions no less favorable to the Debtors
         than the terms and conditions contained in the Purchase
         Agreement and other Transaction Documents;

     (c) not be subject to financing contingencies, performance
         contingencies, unperformed due diligence, and other
         conditions that in the sole judgment of the Debtors are
         more burdensome than those contained in Purchase

     (d) be accompanied by evidence to Debtors, in their sole
         discretion, that the bidder has sufficient financial
         resources to complete the Transactions contemplated by
         the Purchase Agreement;

     (e) reflect a cash bid of at least $1,500,000 and a net
         present value of at least $500,000 greater than the net
         present value of IMC's bid; and

     (f) be accompanied by a wire or by a certified or cashier's
         check of $5,000 to defray the Debtors' costs associated
         with holding an auction, which will be refunded within
         30 days.

If a successful bidder, other than IMC is selected by the
Debtors, IMC shall be entitled to an Expense Reimbursement and
Break Up Fee up to $500,000 or approximately 2% of the price
offered by IMC for the Mining Assets.

The Debtors are producers of phosphate fertilizers that operate
a 600,000 thousand ton per year phosphate fertilizer processing
plant in Pasadena, Texas and a 1.2 million ton per year
phosphate rock mine located in Nichols, Florida. They filed for
chapter 11 protection on May 8, 2001. Christopher Adams, Esq.,
and H. Rey Stroube, III, Esq., at Akin, Gump, Strauss, Hauer &
Feld, LLP represent the Debtors in their restructuring efforts.

AIMGLOBAL TECH: Restates Financial Results for June 2001 Quarter
AimGlobal Technologies Company, Inc., (TSE/Amex: AGT) announced
its financial results for the fiscal quarter ended June 30,
2002. AGT also restated its financial results for the fiscal
quarter ended June 30, 2001 to allocate adjusting entries for
the fiscal year ended March 31, 2002 into the appropriate

AGT provided the following summary of the information reflected
in AGT's consolidated financial statements for the fiscal
quarter ended June 30, 2002 and the accompanying notes and
management discussion and analysis. This information is
available on the Web at  

During the quarter ended June 30, 2002, AGT continued to face
significant financial and operational challenges as described in
earlier press releases. Management responded to these changes by
taking a number of steps to effect a financial and operational
restructuring that included the sale of its inventory and
manufacturing assets in its Delta, British Columbia division in
order to cut costs, reduce capacity and raise cash to fund
continuing operations.

For the quarter ended June 30, 2002, AGT reported that operating
cash flow improved substantially over the same quarter in the
preceding year. Operating activities provided AGT with
approximately $3.8 million in cash as compared to a $2.8 million
net operating cash outflow for the quarter ended June 30, 2001.
The primary drivers of the improved cash flow from operations
was the reduction of accounts receivable because of cash
collections and the reductions in inventory attributable to
better inventory management.

Sales for the quarter ended June 30, 2002 were $13.7 million
compared to $31.6 million for the quarter ended June 30, 2001.
The restructuring related sale of the Delta and Mississauga
divisions accounted for approximately 41% of the decrease (or
$7.4 million). Management attributed the remaining $10.5 million
of the decrease in sales to the general slow down in the North
American economy and the resulting decline in the electronics
manufacturing sector. Management expects that this depressed
level of sales will continue at least through the third fiscal

AGT's cost of sales for the quarter ended June 30, 2002 was
approximately $14.9 million compared to cost of sales of
approximately $31 million for the same quarter last year. This
decrease in the cost of sales was due to the decline in sales.
Cost of sales as a percentage of sales turned negative due
to the fact that during the quarter AGT's sales dropped below
the Company's break even level. In addition, there was an
inventory write down of approximately $0.7 million related to
the sale of the Delta plant.

SG&A and restructuring costs were approximately $2.8 million
during the quarter, compared to $4.02 million in the quarter  
ended June 30, 2001. Management attributed this decrease to
AGT's ongoing efforts to reduce costs and realign its overall
capacity and cost structure to support the level of sales
expected under current market conditions.

Following the end of the quarter, AGT's senior lender, Valtec
Capital Corporation, advanced an additional $1.13 million to
fund working capital while the Company executes its financial

AGT also reported a restatement of the results for the quarter
ending June 30, 2001 to allocate adjusting entries into the
appropriate quarter. The most significant restated items include
a reduction in restructuring costs for that quarter from $2.58
million to $0.26 million which represented assumed facilities
closures and severance obligations that did not occur during the
quarter. AGT also reversed sales and cost of sales totaling
$0.94 million and $0.63 million respectively for goods not
shipped by quarter end. Other significant adjustments included a
reallocation of $0.55 million in cost of sales to the next
quarter, an inventory obsolescence write down of $0.12
million and a $0.34 million increase in income tax expense.

AGT, incorporated under the laws of British Columbia, operates
in the electronics manufacturing services business providing
contract manufacturing for original equipment manufacturers in
the medical, aerospace, wireless, communications, industrial,
military and emergency response markets in Canada and the United
States. The Company offers a full range of services including
product development and design, material procurement and
management, prototyping, manufacturing and assembly, functional
and in-circuit testing, final system box build and distribution.

                           *   *   *

As previously reported, AimGlobal Technology announced progress
in completing its financial restructuring process through the
accomplishment of two key steps in that process: exchange
approval of conversion of its senior debt into equity and
implementation of a compromise agreement with certain of its  

As previously announced, on May 14, 2002, a private merchant
bank, Valtec Capital Corporation acquired the bank debt AGT owed
to the Canadian Imperial Bank of Commerce. Valtec's agreements
with AGT provide for conversion of its loan into AGT common
shares on terms previously reported, subject to approval by the
Toronto Stock Exchange and shareholders. AGT reported that the
TSE has approved the conversion transaction conditioned upon
shareholder approval and certain other events.

ALLIED WASTE: Aborts $250 Million Senior Note Offering
Allied Waste Industries, Inc., (NYSE: AW) is withdrawing
its offering of $250 million in senior notes due in 2012, which
it had intended to issue pursuant to Rule 144A under the
Securities Act of 1933.

"We and our advisors believed an opportunity to access the high
yield markets at favorable rates was available.  The volatility
in the market since we announced our intent on September 17 has
resulted in an indicated coupon which we feel can be improved
upon in a more stable market environment," stated Tom Ryan,
Chief Financial Officer of Allied Waste.

The proceeds of this offering were intended to be applied to
outstanding term loans under the Company's Credit Facility
maturing in July 2005, consistent with the Credit Facility
renewal sizing objectives reflected in the "Financing Plan"
which is included in the company's most current report on Form

"We saw this as a modest opportunistic step toward achieving our
longer term objectives, and with very little in the way of near
term maturities, are pleased that we have the luxury of
considerable time in meeting those objectives in an economical
fashion," Ryan said.  "We appreciate the consideration given to
our offering by investors and the hard work of our

Allied Waste Industries, Inc., a leading waste services company,
provides collection, recycling and disposal services to
residential, commercial and industrial customers in the United
States.  As of June 30, 2002, the Company operated 342
collection companies, 169 transfer stations, 167 active
landfills and 65 recycling facilities in 39 states.

                          *    *    *

As reported in Troubled Company Reporter's Sept. 20, 2002
edition, Standard & Poor's assigned its double-'B'-minus
rating to Allied Waste North America Inc.'s proposed $250
million in senior notes due 2012, guaranteed by its parent,
Allied Waste Industries Inc., and subsidiaries of AWNA. The
notes are being offered under Rule 144A with registration

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

Likewise, Fitch Ratings assigned a rating of 'BB-' to Allied
Waste North America's (NYSE: AW) proposed $250 million senior
secured note due 2012 under Rule 144A.

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

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

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

ALLMERICA CBO: Fitch Cuts $245M Sr. Secured Notes Ratings to BB-
Fitch Ratings has downgraded one class issued by Allmerica CBO
I, Ltd., a collateralized bond obligation backed predominantly
by high yield bonds.

The following securities have been downgraded and removed from
Rating Watch Negative:

      -- $245,096,057 senior secured floating-rate notes,
          due 2010 to 'BB-' from 'A-'.

As of its August 23, 2002 trustee report, Allmerica CBO I,
Ltd.'s portfolio contained $54.9 million (21.9%) of defaulted
assets with an additional $52.1 million (20.7%) of assets rated
'CCC+' or less. The senior par value test and the second
priority par value test were failing at 109.6% and 87.2%
respectfully, versus their respective triggers of 126.5% and
104.9%. Allmerica's average portfolio rating test fell in
between a 'B-' and 'CCC+', compared to its required level of

In reaching its rating actions, Fitch reviewed the results of
its cash flow model runs after running several different stress
scenarios. Also, Fitch had conversations with Allmerica Asset
Management Inc., the collateral manager, regarding the

Fitch will continue to monitor this transaction.    

AMCAST: Bank One Extends Unit's Credit Pact Until Sept. 14, 2003
Effective August 6, 2002, Casting Technology Company, a
partnership consisting of two wholly-owned subsidiaries of
Amcast Industrial Corporation, and Bank One, NA entered into a
First Amendment to the Credit Agreement dated August 26, 1999
between the partnership and Bank One, NA which, among other
things, extended the maturity date of the revolving credit
facility and term loan made to the partnership by Bank One, NA
to September 14, 2003.

Amcast Industrial Corporation is a leading manufacturer of
technology-intensive metal products.  Its two business segments
are Flow Control Products, a leading supplier of copper and
brass fittings for the industrial, commercial, and residential
construction markets, and Engineered Components, a leading
supplier of aluminum wheels and aluminum components for
automotive original equipment manufacturers in North America as
well as a leading supplier of light-alloy wheels for automotive   
original equipment manufacturers and aftermarket applications in

                         *    *    *

As reported in Troubled Company Reporter's July 19, 2002,
edition, Amcast Industrial Corporation (NYSE:AIZ) successfully
negotiated a restructuring of its credit facilities with its
bank-lending group and senior note holders. As restructured, the
bank credit facilities have been continued through September 14,
2003, and a required $12.5 million prepayment under the senior
notes has been deferred until maturity in November 2003.

After restructuring, long-term debt at the end of the fiscal
third quarter was $160.4 million. This reduced short-term debt
to $25.4 million, or 13.7% of total obligations.

AMERICAN AIRLINES: Issuing Three New Classes of P-T Certificates
American Airlines, Inc., is issuing, through three separate
trusts, Class G, Class C, and Class D Pass-Through Certificates,
Series 2002-1. The Class C and Class D Certificates will be
purchased by affiliates of American concurrently with the
issuance of the Class G Certificates.

The proceeds from the sale of Certificates will be used by the
related trusts to acquire equipment notes to be issued by
American on a full recourse basis. Payments on the equipment
notes held in each trust will be passed through to the holders
of Certificates of such trust. The Certificates represent
interests in the assets of the related trust and do not
represent interests in or obligations of American or any of its
affiliates. Application will be made to list the Class G
Certificates on the Luxembourg Stock Exchange. The Class C and D
Certificates will not be listed on any securities exchange.

The equipment notes will be issued for each of 19 Boeing
aircraft delivered to American from January 1995 through April
2002. The equipment notes issued for each aircraft will be
secured by a security interest in such aircraft. Interest on the
equipment notes will be payable quarterly on each March 23, June
23, September 23, and December 23, beginning December 23, 2002.
Principal payments on the equipment notes held for the Class G
and Class D Certificates will be scheduled for payment on March
23, June 23, September 23, and December 23 in certain years,
beginning on March 23, 2003. The entire principal amount of the
equipment notes held for the Class C Certificates will be
scheduled for payment on September 23, 2007.

The Class G Certificates will rank senior in right to
distributions to the other Certificates. The Class C
Certificates will rank junior in right to distributions to the
Class G Certificates and will rank senior in right to
distributions to the Class D Certificates. The Class D
Certificates will rank junior in right to distributions to the
other Certificates.

WestLB AG, New York Branch, will provide a separate primary
liquidity facility for each of the Class G and Class C
Certificates. Credit Suisse First Boston International will
provide an above-cap liquidity facility for the Class G
Certificates. The primary liquidity facilities, together with
the above-cap liquidity facility in the case of the Class G
Certificates, are expected to provide an amount sufficient to
make six quarterly interest distributions on the Certificates of
the applicable Class. There will be no liquidity facility for
the Class D Certificates.

MBIA Insurance Corporation will issue a financial guaranty
insurance policy to support the distribution of interest on the
Class G Certificates when scheduled and the distribution of the
outstanding pool balance on the Class G Certificates on their
Final Legal Distribution Date and under certain other

The underwriters will purchase all of the Class G Certificates
if any are purchased. The aggregate proceeds from the sale of
the Class G Certificates will be $617,000,000. American will pay
the underwriters a commission of $4,010,500. Delivery of the
Class G Certificates in book-entry form will be made on or about
September 24, 2002 against payment in immediately available

Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these

                            *   *   *

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

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

AMERICAN FIRE RETARDANT: Auditors Raise Going Concern Doubt
In its Auditors Report dated August 19, 2002, the independent
auditors for American Fire Retardant Company observe that the  
Company has a deficit in working capital, has experienced
significant losses and has an accumulated deficit at June 30,
2002.  "These conditions raise substantial doubt about the
Company's ability to continue as a going concern," the Auditors

The Company's accumulated deficit at June 30, 2002 was
$8,334,203, with current liabilities in excess of current assets
by $3,669,572.  

American Fire Retardant Corporation is a fire protection company
that specializes in fire prevention and fire containment. The
Company is in the business of developing, manufacturing and
marketing a line of interior and exterior fire retardant
chemicals and products and provides fire resistive finishing
services through the Company's Textile Processing Center for
commercial users. The Company also designs new technology for
future fire resistive applications that are being mandated by
local, state and governmental agencies and is active in the
construction industry as sub-contractors for fire stop and fire
film installations.

The Company offers a wide range of products and services. The
Company is actively engaged in the following operations, which
are divided into three areas of sales income:

     (1) Manufacturer of Fire Retardant Chemicals and Coatings.
The Company has several proprietary formulations. Raw materials
are ordered from several supply sources such as B. F. Goodrich,
Van Waters & Rogers, and Rhodia. With precise mixing
instructions these formulations are made into fire retardant
chemicals for resale and in-house use for fire retarding fabrics
and other products.

     (2) Textile Processing Center for Fire Resistive Fabrics.
The Company applies fire retardant chemicals to fabrics for
commercial customers. The company's main clients are purchasing
agents who are hired by major hotel chains to assist the hotels
as buyers during new construction or refurbishing. Because of
the fire standards and codes that are enforced through city
ordinances, it is mandatory for fabrics such as upholstery and
drapes to meet the flammability requirements when installed in
publicly used buildings. The clients fabrics are shipped to the
Company's business location where the fabrics are processed to
meet the necessary flammability standards and shipped to the
clients desired location. During the year 2001, the Company
began market research of a new consumer product designed for
personal use of fire resistive chemicals through aerosol

     (3) Firestop and Firefilm Installation. The Company is
recognized by the State Contractors Board of California as a
subcontractor in the field of Fireproofing-California License
#788543. Firestop and Fire Film is a service the company offers
in the new and retrofit construction industry.

In May 2002, one of the Company's creditors foreclosed on their
note to the Company.  The note was secured by land and a
building.  The Company recorded a loss on the disposal of this
property of $30,101.  Since the fair value of the property
exceeded the amount of the note to the creditor, the Company
believes there will be no further recourse against the Company
in this matter.

Additionally, management has identified that the issuance of
some shares of the Company's common stock to certain employees
and non-employed consultants for services rendered during the
year ended December 31, 2001 and the period ended June 30, 2002,
were issued in violation of Section 5 of the Securities Act of
1933, as amended. The Company may be subject to various actions
and remedies as a result of these violations which, if made,
could result in additional liability that could have a
materially adverse effect on the Company's financial statements.
The likelihood of such actions and remedies and the amount of
any potential liability, if any, is not readily determinable.

This month, September 2002 the Company reverse split its common
stock on a 1 for 10 basis.

The Company's net sales decreased by $418,688 through June
30,2002 compared to the same period in 2001. This is a decrease
of 56.2% and is mainly due to the Company working one large job
and the elimination of small fabric treatment jobs. The gross
margin for the period in 2002 was 61.4% of sales compared to
43.9% for the same eriod in 2001.  This increase was due to
underestimating material required for the one large job.

The Company's net sales decreased by $988,159 through June 30,
2002 compared to the same period in 2001.  This is a decrease of
62.2% and is, as stated above, mainly due to the Company working
one large job and the elimination of small fabric treatment
jobs.  The gross margin for the period in 2002 was 57.8% of
sales compared to 47.0% for the same period in 2001.  Again.
this increase was due to underestimating material required for
the one large job.

The Company expects to continue to incur significant capital
expenses in pursuing its plans to increase sales volume,
expanding its product line and obtaining additional financing
through stock offerings or other feasible financing
alternatives. In order for the Company to continue its
operations at its existing levels, the Company will require
$1,000,000 of additional funds over the next twelve months.
While the Company can generate funds necessary to maintain its
operations, without these additional funds there will be a
reduction in the number of new projects that the Company could
take on, which may have an effect on the Company's ability to
maintain its operations.

Therefore, the Company is dependent on funds raised through
equity or debt offerings. Additional financing may not be
available on terms favorable to the Company, or at all. If these
funds are not available the Company may not be able to execute
its business plan or take advantage of business opportunities.
The ability of the Company to obtain such additional financing
and to achieve its operating goals is uncertain. In the event
that the Company does not obtain additional capital or is not
able to increase cash flow through the increase of sales, there
is a substantial doubt of its being able to continue as a going

AMERISERV FIN'L: Fitch Places Credit Ratings on Watch Negative
Fitch Ratings has placed the ratings of AmeriServ Financial,
Inc., and its subsidiaries, AmeriServ Financial Bank and
AmeriServ Capital Trust I, on Rating Watch Negative.

ASRV announced a capital and earnings improvement program,
including a 66% reduction of its dividend to $0.09/year, and $4
million in anticipated incremental (pre-tax) earnings ($3.5
million from cost savings and $500,000 from revenue enhancement)
for fiscal-year 2003. The implementation of this strategic plan
will result in a third-quarter 2002 loss and perhaps a loss for
FY02 as the company experiences higher credit costs and
additional mortgage servicing rights impairments associated with
increases in prepayment speeds due to lower mortgage interest
rates. We note that net income for the first six months of 2002
amounted to a lackluster $1.1 million, including $664,000 in
mortgage servicing impairment charges.

The reduction in dividend was necessary and expected as the
dividend payout ratio had exceeded 100% in several quarters.
Additionally, announced earnings improvements are predicated on
reducing costs without significantly lifting revenues. When
reviewing the company's ratings, Fitch will focus on the impact
of the announced plan on operating earnings, the effect of
potential common stock or trust preferred share repurchases on
the company's financial profile, as well as additional
initiatives to reduce volatility in the mortgage servicing
rights portfolio. Fitch has placed the following ratings on
Rating Watch Negative:

               AmeriServ Financial, Inc.

               --Senior long-term 'BB+';

               --Individual 'C'.

               AmeriServ Financial Bank.

               --Senior long-term 'BB+';

               --Individual 'C'.

               AmeriServ Capital Trust I

               --Trust preferred 'BB'.

                   Ratings Affirmed

               AmeriServ Financial, Inc.

               --Senior short-term 'B';

               --Support '5'.

               AmeriServ Financial Bank.

               --Senior short-term 'B';

               --Support '5'.

AMES DEPT: Landlords Pressing for Percentage Rent Payments
Mark J. Friedman, Esq., at Piper Rudnick LLP, in New York,
recounts that, on August 27, 2001, Capital Commercial
Properties, Inc., and another landlord, Eden Center Inc., sought
the Court's permission to continue their state court actions
against Ames Department Stores, Inc., and debtor-affiliates.  
Both Landlords wanted a determination as to whether their leases
with the Debtors remained in existence.  Capital and Eden Center
purportedly leased four nonresidential real properties to the

But the Court denied the motion.  Nevertheless, the Court
instructed the Debtors to promptly take all steps necessary and
appropriate to remove or transfer the automatically stayed
Maryland Cases and Virginia Cases to this Bankruptcy Court for
consolidation and expeditious resolution.

Contrary to the Court's instruction, Mr. Friedman says, the
Debtors took no affirmative action and totally disregarded the
State Court Actions.  Consequently, Capital was forced to expend
a substantial effort to ensure that the State Court Actions --
after removal to the District Court for the Southern District of
New York -- actually worked their way to the Clerk's Office for
this Court.

One of the leases in dispute in the State Court Actions involves
Capital's property in Timonium, Maryland where the Debtors
operated Store No. 518.  Capital disputes that the lease was
properly extended for a 10-year extension period.  Capital
asserts that the lease expired on August 14, 2000.

According to Mr. Friedman, the Timonium Store was among those
the Debtors closed.  The Debtors held a GOB sale and the
Timonium Store was permanently closed in March 2002.  Since that
time, the Timonium Store has remained "dark".

By this motion, Capital asks Judge Gerber to compel the Debtors
to pay their postpetition percentage rent arrearage with respect
to the Timonium Lease immediately.  In addition to the annual
minimum rent, which Debtors have continued to pay, Capital
demands that the Debtors pay an additional rent in each lease
year of an amount equal to 2% of the Debtors' gross sales
exceeding $8,000,000.

Mr. Friedman complains that the percentage rent payment was due
60 days after the end of the lease year -- that is, end of May
2002.  However, the Debtors did not pay the percentage rent and
further have failed to acknowledge any duty to pay the
percentage rent.  The Debtors also did not provide any
information to Capital, despite demand, regarding the sales that
occurred during the postpetition period.

The gross sales include the total of all retail and wholesale
sales, whether made by the Debtors, of merchandise, goods and
materials as well as the sales of the Debtors' licensees and
concessionaires.  During the postpetition period and until the
Timonium Store was closed, a carpet store licensee made sales at
the Timonium Store and thus its sales as well as the sales of
the Debtors must be included.

Mr. Friedman also indicates that, in the event that operations
were conducted at the Timonium Store for less than a full 12-
month period, the credit allowable to the Debtors must be
proportionately decreased.  Accordingly, the credit available to
the Debtors is 2/3 of $8,000,000.

Additionally, Capital wants the Debtors to decide whether to
assume or reject the Timonium Lease.  Capital asks the Court to
give the Debtors until October 9, 2002, the hearing date on this
Motion, to make this decision.

Mr. Friedman contends that the Debtors have frustrated Capital's
efforts to recover its Property.  In addition, Capital suffers
further damage because the Timonium Store has remained vacant
since March 2002.

"There should be a reasonable limit to the time period afforded
[to the] Debtors to determine the course of action they intend
to take," Mr. Friedman states.  "There should be a reasonable
limit to the time period for which Capital, or any landlord,
should be kept at risk."

This is especially true now that Debtors have determined to
discontinue business operations in October and will have a large
inventory of leases for disposal. (AMES Bankruptcy News, Issue
No. 25; Bankruptcy Creditors' Service, Inc., 609/392-0900)

ANTARES PHARMA: June 30 Working Capital Deficit Tops $2 Million
Antares Pharma Inc.'s external auditors issued their report on
the December 31, 2002 financial statements, which express
substantial doubt about the Company's ability to continue as a
going concern. The Company had negative working capital of
$2,016,280 at June 30, 2002, and has had net losses and negative
cash flows from operating activities since inception.

The Company expects to report a net loss for the year ending
December 31, 2002, as marketing and development costs related to
bringing future generations of products to market continue.
Long-term capital requirements will depend on numerous factors,
including the status of collaborative arrangements, the progress
of research and development programs and the receipt of revenues
from sales of products.

The Company believes it has sufficient cash through September
2002 and will be required to raise additional working capital to
continue to exist. Management's intentions are to raise this
additional capital through alliances with strategic corporate
partners, equity offerings, and/or borrowing from the Company's
majority shareholder. The Company received $1,000,000 on March
12, 2002 and $1,000,000 on April 24, 2002 from the Company's
majority shareholder, Dr. Jacques Gonella, under a Term Note     
agreement dated February 20, 2002. The Term Note agreement
allowed for total advances to the Company of $2,000,000 and was
interest bearing at the three month Euribor Rate as of the date
of each advance, plus 5%. The principal of $2,000,000 and
accrued interest of $36,550 was converted into 509,137 shares of
common stock on June 10, 2002 at $4.00 per share. In June 2002,
the Company borrowed an additional $300,000 from the Company's
majority shareholder on a short-term basis with interest at the
three month Euribor Rate as of the date of the advance, plus 5%.

On July 12, 2002 the Company entered into a Securities Purchase
Agreement for the sale and purchase of up to $2,000,000
aggregate principal amount of the Company's 10% Convertible
Debentures. The debentures are convertible into shares of the
Company's common stock at a conversion price which is the lower
of $2.50 or 75% of the average of the three lowest intraday
prices of the Company's common stock, as reported on the Nasdaq
SmallCap Market. Within 15 days of the closing, the Company was     
obligated to file a registration statement with the Securities
and Exchange Commission to register the shares issuable upon
conversion of the debentures. Under the terms of the Agreement,
the Company received $700,000 upon closing of the transaction on
July 12, 2002, an additional $700,000 after the Company filed
the registration statement on July 19, 2002 to register the
shares issuable upon conversion of the debentures, and will
receive an additional $600,000 when such registration statement
is declared effective. Additionally, the Company was to hold a
special meeting of its shareholders on August 23, 2002, to
approve the issuance of the shares issuable upon conversion of
the debentures. Upon conversion of the debentures, existing
common shareholders could experience substantial dilution of
their investment. In addition, as the per share conversion price
of the debentures into common stock was substantially lower than
the market price of the common stock on the dates the debentures
were sold, the Company will be recording an accounting charge
for the beneficial in-the-money conversion feature of the
debentures in the third quarter.  This charge will be material
to the financial statements and could equal the principal amount
of the converted debentures.

There can be no assurance that the Company will ever become
profitable or that adequate funds will be available when needed
or on acceptable terms.

APPLIED EXTRUSION: Implementing Major Cost Reduction Program
Applied Extrusion Technologies, Inc., (NASDAQ NMS - AETC)
announced a reorganization to significantly reduce its cost
structure. The plan includes closure of the Boston-based
corporate office, a realignment of the Company's business units
and a reorganization of key roles and responsibilities. The
reorganization will eliminate 50 full time positions and will be
fully implemented by March 31, 2003. With these actions the
Company anticipates annualized cost savings of approximately
$5,000,000, the majority of which will be realized beginning in
fiscal 2003, which begins October 1, 2002. In connection with
the cost reduction program, the Company will record a one-time
charge in the fourth fiscal quarter of approximately $9,000,000.
The Company expects to report a full year after-tax loss for
fiscal 2002 ending September 30, 2002 of approximately
$17,500,000, of which $7,500,000 is from operations and
$10,000,000 is from restructuring and plant shutdown costs.

With the retirement of Thomas E. Williams, AET's President and
Chief Executive Officer, Amin J. Khoury, Chairman of the Board,
will take on the additional role of Chief Executive Officer. Mr.
Khoury founded AET and has served as its Chairman for the past
16 years. David N. Terhune, Chief Operating Officer, will be
promoted to the position of President.  Mr. Terhune joined AET
in 1994 as its Chief Financial Officer and for the past seven
years has been directing the operations of the AET Films

"We are undertaking a major realignment of management
responsibilities and a significant reduction in overhead costs
in order to better position the Company to achieve profitable
growth," commented Amin J. Khoury. "Once accomplished, our
organization will be better aligned, not only towards
maintaining leadership in our core product categories, but also
in commercializing a number of new, highly differentiated
products. We regret the impact that this cost reduction program
will have on many valued employees."

"We are optimistic about the long-term prospects of the
Company," continued Mr. Khoury, "but we can no longer wait for
tightening capacity utilization to deliver profitability. In
addition, our organization must be realigned to effectively
execute our new product development initiatives."

Separately, the Company announced that it has established a
$50,000,000 two-year Revolving Credit Facility. The Facility
will be used for general corporate purposes.

"We must be committed to delivering a solid profit in fiscal
2003, which will form a base for strong earnings growth for
several years thereafter. Future profitability growth will be
driven by the planned introduction of a number of new, highly
differentiated products," concluded Mr. Khoury.

Applied Extrusion Technologies, Inc., is a leading North
American developer and manufacturer of specialized oriented
polypropylene films used primarily in consumer products labeling
and flexible packaging applications.

                         *    *    *

As reported in Troubled Company Reporter's Sept. 20, 2002
edition, Standard & Poor's lowered its corporate credit
rating on Applied Extrusion Technologies Inc., to single-'B'
from single-'B'-plus because industry overcapacity and
competitive factors have caused significantly weaker-than-
expected financial performance through 2002 and the likelihood
that credit measures will remain subpar in the near term.

In addition, the rating remains on CreditWatch with developing
implications where it was placed on July 8, 2002, following the
announcement that the firm has hired a financial advisor to
evaluate options to maximize shareholder value, including recent
expressions of interest made by third parties to acquire the

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

AXCESS INC: Commences Trading on OTCBB Effective September 24
AXCESS Inc. (Nasdaq:AXSI), a leading provider of advanced
technology security and asset management solutions, has received
notice from NASDAQ that it does not comply with the minimum $35
million market capitalization rule (Marketplace Rule
4310(C)(8)(C)) for continued listing on the exchange based on
the share price of its stock. As a result it was delisted from
the NASDAQ SmallCap Market at the open of trading Tuesday,
September 24, 2002, and became immediately eligible for trade on
the OTC Bulletin Board.

"There have been a number of recent events that have
demonstrated we continue build value in our products and in the
development of our marketing channels, both necessary elements
for growth. Unfortunately, those events have yet to be
translated into a higher share price for our stock. We will
continue to work toward building value and hope to regain our
listing in the future," said Allan Griebenow, President &

For more information on AXCESS Inc.'s products and solutions,
see the Company's Web site at  

AXCESS Inc., headquartered in Dallas, Texas, provides advanced
security and asset management systems that locate, identify,
track, monitor, count, and protect assets. Its network-based
systems provide application solutions that can reduce loss and
liability, and boost productivity in areas that provide
significant value for the customer. In security, the Company's
solutions extend traditional system coverage through the use of
the corporate network or Internet. A particular focus on
automatic incident detection, recording, and notification, all
of which can increase productivity and effectiveness. Beyond
traditional security, the Company's solutions automatically
locate, track, monitor and protect assets, which can maximize
utilization of critical assets, such as computers, inventory,
people, and vehicles, and improvement of business operations.
The main applications are security video (CCTV), personnel and
vehicle access control, and automatic asset tracking and
protection. The Company provides solutions in the recently
identified homeland security markets such as air and ground
transportation, water treatment facilities, oil and gas, power
plants, as well as in the markets for data centers, retail and
convenience stores, education, and corporate offices. AXCESS
utilizes two patented and integrated technologies: network-based
radio frequency identification (commonly referred to as RFID)
and tagging and streaming video. Both application and browser-
based software options deliver critical real-time information
tailored to each end user via the enterprise network or
Internet, also providing custom alerts in the form of streaming
video, e-mail, or messages delivered to wireless devices. AXCESS
is a VennWorks LLC partner company.

BETHLEHEM STEEL: Selling Bethlehem Center to Majestic for $13MM
The Bethlehem Center is located in the City of Bethlehem and
Lower Saucon Township in Northampton County, Pennsylvania.
According to George A. Davis, Esq., at Weil, Gotshal & Manges
LLP, in New York, the Center is comprised of 1,600 acres upon
which Bethlehem operated a steel plant that was shut down in
several phases from 1995 through 1998.  As a result of the
closure of the steel plant, the land on which the vacant plant
is located has only been used by some of Bethlehem's non-debtor
railroad subsidiaries but has not been used by the Debtors since
1998.  Since that time, Bethlehem Steel Corporation and its
debtor-affiliates have been engaged in redeveloping and
marketing the property for sale as a light industrial/commerce
park development.

On January 25, 1999, the Debtors engaged The Enterprise
Development Company, a real estate development firm with
experience across the United States, as consultants to assist in
developing, marketing, and selling the Bethlehem Commerce Center
property.  As a first marketing step, Mr. Davis relates,
Enterprise contacted 20 regional and national developers with
experience in large-scale development about acquiring the
Bethlehem Commerce Center.  Enterprise engaged in discussions
with all 20 prospects, and 10 prospects visited the site.
Negotiations with six of the prospects ensued, but such
negotiations did not result in an agreement.  According to Mr.
Davis, the principal reason for the stalled negotiations was
Bethlehem's inability to provide specifics on design and timing
of the on-site and off-site infrastructure.

During this same period, Enterprise made numerous presentations
on the Bethlehem Commerce Center to the area brokerage community
and economic development organizations to promote interest in
the property.  In addition, Mr. Davis continues, presentations
were made to local chapters of the Society of Industrial and
Office Realtors in the Lehigh Valley, Delaware Valley and
Central New Jersey, and the Mid Atlantic chapter of the
Construction Management Association.  As a result, 70
prospective developers and/or end users, including Majestic
Realty Co., received information on and/or visited the property.

Majestic, established in 1948, is a full service, family owned
and operated real estate firm.  Majestic has developed mixed-use
business communities, bulk distribution facilities, retail
centers, industrial/office parks, hotels, sports arenas, and
resort facilities, some of which have been on brownfields.
Majestic has established relationships with a large tenant base
including a number of Fortune 500 companies.  Majestic builds
for its own account and presently has a nationwide portfolio
exceeding 50,000,000 of commercial and light industrial

Mr. Davis tells the Court that Majestic first visited the
Bethlehem Commerce Center in early 2000.  After its initial due
diligence review, in August 2000, Bethlehem and Majestic signed
a letter of intent for the sale of 220 acres of the Bethlehem
Commerce Center property at a price near Bethlehem's asking
price.  The original purchase and sale agreement that the
parties commenced negotiating (but did not finalize) pursuant to
that letter of intent, required Bethlehem to construct Commerce
Center Boulevard, and to provide a remediation plan for soils.

After the Petition Date, the purchase and sale agreement between
Bethlehem and Majestic was substantially modified.  Some of the
modifications included:

    -- increasing the amount of land to be sold to 553 acres,

    -- increasing the purchase price,

    -- making Majestic responsible for obtaining a soils
       remediation plan, and

    -- placing the responsibility for the construction of the
       Commerce Center Boulevard on the City of Bethlehem using
       economic development funds from the Northampton County
       General Purpose Authority.

Mr. Davis relates that the Authority provided a $13,150,000
grant to the City of Bethlehem to construct Commerce Center
Boulevard from Route 412 into the area where the property to be
sold to Majestic is located.  Mr. Davis explains that the
construction of Commerce Center Boulevard will open up a
substantial portion of the Bethlehem Commerce Center property
for development and enhance the value, desirability, and
marketability of the site. Negotiation by Bethlehem of an
agreement for the construction of Commerce Center Boulevard is a
condition to closing under the Majestic sale agreement.  "The
Authority and City of Bethlehem are willing to commence
construction of the Boulevard upon closing on a land purchase
agreement such as that proposed by Majestic," Mr. Davis notes.

In addition to the benefits Bethlehem will receive through a
sale of the Bethlehem Commerce Center to Majestic, or a higher
or better bidder, Mr. Davis says, Commerce Center Boulevard will
become the main access road and enhance the accessibility and
value of certain neighboring parcels of land which will continue
to be owned by Bethlehem, including the remaining East Lehigh
area (300 acres); Bethlehem's coke oven area (160 acres) and the
North Interchange area (110 acres).  Furthermore, the grant will
facilitate the construction of the grade separated rail access
to Bethlehem's coke oven area necessary for the relocation of
the BethIntermodal Terminal.

Without construction of Commerce Center Boulevard, as
contemplated as part of the Majestic sale transaction, Mr. Davis
anticipate that the value of Bethlehem's property in the East
Lehigh, Pennsylvania area will be reduced by more than the
amount of the grant.

Accordingly, on August 30, 2002, Bethlehem and Majestic entered
into a Purchase and Sale Agreement providing for the sale by
Bethlehem to Majestic.

The salient terms of the Purchase and Sale Agreement are:

Assets:   (a) 452 acres of the Bethlehem Commerce Center

          (b) 18 acres owned by the CENTEC Roll Corporation

              The Debtors do not currently own the CENTEC
              Property.  However, the Debtors and CENTEC Corp.
              are currently discussing the terms and conditions
              under which CENTEC Corp. would sell the CENTEC
              Property to the Debtors.  Accordingly, if acquired
              by the Debtors, the CENTEC Property would be sold
              to Majestic or the successful bidder, if any, for
              the same consideration the Debtors were required
              to pay to acquire the CENTEC Property;

          (c) 19 acres known as "Waylite Tract No. 1"
              Majestic has an obligation to acquire Waylite
              Tract No. 1 if Majestic acquires the Bethlehem

          (d) 64 acres known as "Waylite Tract No. 2"

              If Majestic acquires the Bethlehem Center,
              Majestic will have an option to acquire Waylite
              Tract No. 2, which option must be exercised by
              June 30, 2004;

              The Waylite tracts and adjoining property of
              Bethlehem are currently encumbered by the Waylite
              Lease, which expires in June 2006.  The Waylite
              lease is not readily assignable to Majestic.  As a
              result, the parties agree that the sale of the
              Waylite Tracts will close after the expiration of
              the Waylite Lease.

Price:    $12,989,999, which will be allocated as follows:

              -- $9,407,477 for the Property;

              -- $790,000 for the CENTEC Property;

              -- $639,252 for Waylite Tract No. 1;

              -- $2,153,270 for Waylite Tract No. 2; and

              -- $5,800,000 in escrow upon Notice of Termination
                 at settlement of a certain intermodal Lease.

Deposit:   $500,000

           50% of the Deposit becomes non-refundable 180 days
           after the Court enters an Order approving the sale.

Diligence: (a) Majestic has 365 days from the date the Sale
               Order is entered to conduct due diligence,
               including tests, investigations, and studies.

          (b) Majestic has the right to extend the Due Diligence
              Period for two separate periods of three months
              each by notice to Bethlehem accompanied by the
              payment of $200,000 for each extension.

          (c) The Extension Payments are non-refundable, except
              as provided in the Agreement, and are not to be
              applied to reduce the purchase price.

Matters:  (a) Within nine months after the Sale Order is
              entered, Bethlehem is to address certain
              environmental issues.

          (b) After the Sale Order is entered, Majestic will
              initiate and diligently proceed to address the
              issues and complete assessments of soil
              contamination at the Property consistent with the
              requirements to obtain:

              -- a release of liability from the Pennsylvania
                 Department of Environmental Protection under
                 Pennsylvania's brownfields law; and

              -- approval from the United States Environmental
                 Protection Agency that the applicable
                 corrective action requirements of the Resource
                 Conservation and Recovery Act have been met.

          (c) Subsequent to the completion of the soil
              assessments, Majestic will develop a remediation
              plan for approval by the DEP and the EPA;

          (e) Bethlehem will perform, at its expense,
              environmental assessments of the groundwater at
              the Property, Waylite Tract No. 1, the CENTEC
              Property -- if acquired by Bethlehem -- and
              Waylite Tract No. 2 -- if the option is exercised;

Notices of
Violation: If Bethlehem receives a notice of violation relating
           to the Property prior to settlement, Bethlehem must
           correct such violation, provided that the cost to
           affect a cure or compliance shall not exceed in the
           aggregate $3,000,000.

Right to
Terminate: Majestic has the right to seek specific performance
           from the Debtors or terminate the Agreement.  In the
           event of a termination, Majestic receives the
           Deposit, other necessary reimbursements, if any, and
           $500,000 as liquidated damages.

The Debtors believe the purchase price is fair and reasonable
based upon their marketing efforts, assessment of the condition
of the Acquired Assets and the estimated cost to develop the
Property.  Notwithstanding, the sale of the Acquired Assets will
be subject to an auction process and potential higher or better

In view of that, Mr. Davis tells Judge Lifland that the sale
agreement represents substantial value to the Debtors' estates.
The agreement allows the Debtors to dispose surplus real estate,
which they have been marketing for sale for over four years.  
The sale of the assets at this time also will allow for the
construction of a Commerce Center Boulevard in Northampton.  The
construction of the commercial site will enhance the
accessibility, marketability and value of the entire East Lehigh
area in Northampton at a significant savings and benefit to the

Mr. Davis adds that Majestic does not hold any interest in any
of the Debtors and is not otherwise affiliated with the Debtors
or their officers or directors.

                       *     *     *

Although the sale of the Assets is subject to higher and better
offers, the Court authorizes the Debtors to sign the "stalking
horse" agreement with Majestic.  The Court will conduct a
hearing on October 10, 2002, at 10:00 a.m., to confirm and
approve the Debtors' assumption, assignment and sale of the
Acquired Assets pursuant to Sections 363, 365, and 1146 of the
Bankruptcy Code. Objection should be filed and served no later
than October 8, 2002. (Bethlehem Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

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

BMC INDUSTRIES: Moving Electroforming Business to Cortland, NY
BMC Industries, Inc., (NYSE:BMM) announced that its Buckbee-
Mears group will move its electroforming operations from the
current location in St. Paul, Minnesota to its facility in
Cortland, New York. Preparations and facility modifications will
begin immediately, with the goal of complete operability in the
Cortland facility by January 31, 2003. The move of
electroforming operations to Cortland is part of BMC's overall
restructuring initiatives, announced in late 2001, intended to
consolidate operations and reduce costs.

"This move represents yet another step in our restructuring
efforts designed to reduce fixed overhead costs related to the
leased facility in St. Paul, and to integrate our most strategic
capabilities toward the growth of our non-mask segments," said
Gary Nelson, president of the Buckbee-Mears group.

Nelson continued, "We are excited about the opportunities this
move will provide leveraging our ability to produce extremely
small-features and tight tolerances. With features on our mesh
as small as 2,000 lines per inch, our product is sought out by
many industries, including medical, filtration and defense.
Electroforming also complements our world-class etching
capabilities and opens a variety of new product avenues for our
non-mask businesses."

On a related note, BMC has reached a preliminary agreement with
the Environmental Protection Agency relating to the Resource
Conservation Recovery Act. The settlement relates primarily to
past housekeeping practices at BMC's St. Paul facility. Under
the settlement agreement, BMC will make four payments of
approximately $60,000 each over the next two years. "The Company
is pleased that this matter has been concluded and will continue
its commitment to sound environmental practices," commented
Douglas C. Hepper, chairman, president and chief executive
officer of BMC Industries.

BMC Industries, founded in 1907, is comprised of two business
segments: Buckbee-Mears and Optical Products. The Buckbee-Mears
group offers a range of services and manufacturing capabilities
to meet the most demanding precision metal manufacturing needs.
The group is a leading producer of a variety of precision photo-
etched and electroformed components that require fine features
and tight tolerances. The group is also the only North American
manufacturer of aperture masks, a key component in color
television picture tubes.

The Optical Products group, operating under the Vision-Ease Lens
trade name, is a leading designer, manufacturer and distributor
of polycarbonate, glass and plastic eyewear lenses. Vision-Ease
is a technology and market share leader in the polycarbonate
lens segment of the market. Polycarbonate lenses are thinner and
lighter than lenses made of other materials, while providing
inherent ultraviolet filtering and impact resistant

BMC Industries, Inc., is traded on the New York Stock Exchange
under the ticker symbol "BMM." For more information about BMC
Industries, Inc., visit the Company's Web site at  

                         *    *    *

As reported in Troubled Company Reporter's Sept. 4, 2002
edition, BMC Industries was advised by the New York Stock
Exchange that the Company fell below the NYSE's continued
listing criteria relating to minimum share price. The NYSE
requires that the Company's stock trade at a minimum share price
of $1.00 over a 30-day trading period. Under NYSE rules, the
Company must bring its share price and average share price back
above $1.00 within six months of the NYSE notification.

The Company, in return, advised the NYSE of its intent to cure
this deficiency.

BUDGET GROUP: Wins Nod to Employ Ordinary Course Professionals
Budget Group Inc., and its debtor-affiliates sought and obtained
Court approval to employ and compensate certain professionals
for specific services rendered in the ordinary course of
businesses without requiring the submission of separate
retention pleadings for each professional.

Robert L. Aprati, the Debtors' Executive Vice President, General
Counsel and Secretary, tells the Court that the Debtors
regularly utilize the services of various accountants,
independent financial and tax consultants, attorneys and law
firms and other professionals.  The Debtors currently employ 247
different Ordinary Course Professionals.  The Debtors will
organize the ordinary course professionals into Tier 1 and Tier
2 professionals.

Tier 1 consists of professionals that the Debtors know are
required to render services.  These include attorneys and law
firms, accountants, consultants and similar types of
professionals.  Tier 2 consists of law firms engaged in the
Debtors' various auto liability claims, other litigation
counsel, and other similar professionals who regularly tender
services to the Debtors and are called upon on an "as-needed"
basis subsequent to the Petition Date.

Mr. Aprati relates that while the automatic stay operates as a
stay of the commencement or continuation of all actions or
proceedings against the Debtors that could have been commenced
prepetition, the Debtors, nonetheless, will have to continue to
employ and compensate the Tier 2 law firms to defend and adjust
prepetition claims that arise from the rental of the Debtors'
vehicles.  As of the Petition Date, the Debtors and certain of
their non-debtor subsidiaries are confronted with 7,000 personal
injury and property damage lawsuits pending throughout the
United States arising from vehicle accidents involving the
Debtors' vehicles.  The services of the Tier 2 professionals
will inevitably be required to continue addressing claims that
arose postpetition, to which the automatic stay would not apply.

Because of the number and geographic diversity of the
professionals that are regularly retained by the Debtors, Mr.
Aprati notes that it would be costly, time-consuming and
administratively burdensome on both the Debtors and the Court to
request each ordinary course professional to apply separately
for approval of its employment and compensation.  Besides, a
significant number of the ordinary course professionals are
unfamiliar with the fee application procedures employed in
bankruptcy cases.  As a result, some of the Ordinary Course
Professionals might be unwilling to work with the Debtors if the
fee application requirements were imposed on them.

"The uninterrupted services of the ordinary course professionals
are vital to the Debtors' continuing operations and their
ultimate ability to effectuate a successful Chapter 11 process,"
Mr. Aprati contends.

In order to ensure that each of the ordinary course professional
is a disinterested person and does not represent or hold any
interest adverse to the Debtors or their estates with respect to
the matter on which the professional is employed, each Ordinary
Course Professional is required to file a declaration of
disinterestedness with the Court, and to serve copies to:

-- the Debtors,

-- the Debtors' counsel including Young Conaway Stargatt &
   Taylor LLP and Sidley Austin Brown & Wood,

-- the Office of the United States Trustee,

-- counsel to the Agent for the Debtors' Prepetition Secured

-- counsel to the Agents for the Debtors' Postpetition DIP
   Financing lenders,

-- counsel to Ford Motor Company,

-- the Indenture Trustee for the Medium Term Notes issued by
   Team Fleet Financing Corporation,

-- counsel to the ad hoc committee for the Debtors' senior
   noteholders, and

-- counsel to any statutory committee appointed in these cases.

No firm providing services to any Debtor will receive payment
for postpetition services rendered until the declaration has
been filed with the Court and served on the notice parties.

Mr. Aprati states that although certain of the ordinary course
professionals may hold small unsecured claims against the
Debtors, the Debtors do not believe that any of them have an
interest materially adverse to the Debtors, their estates,
creditors, or other parties.  The Debtors will be filing a
supplemental list of the ordinary course professionals should
they want to retain other ordinary course professionals.

The Debtors will pay, without formal application to the Court by
the ordinary course professional, all of the fees and expenses
of each ordinary course professional in each tier upon the
submission to the Debtors of an appropriate invoice setting in
reasonable detail the nature of the services rendered after the
Petition Date, up to $50,000 per month per Tier 1 Ordinary
Course Professional and up to $25,000 per month per Tier 2
Ordinary Course Professional.  However, this is provided that
the Debtors may not make payments to:

A. Tier 1 Ordinary Course Professionals that aggregate over
   $750,000 per month, and

B. Tier 2 Ordinary Course Professionals that aggregate over
   $250,000 per month.

The Debtors will obtain a Court Order for authorization of
payment of the higher amounts.

The Debtors will file an Ordinary Course Professional Report
with the Court and serve it on the United States Trustee.  The
report will include this information:

-- The name of the Ordinary Course Professional;

-- The aggregate amounts paid as compensation for services
   rendered and reimbursement of expenses incurred by the
   Ordinary Course Professional during the period (i) ending
   with the month prior to the date of the report and (ii)
   beginning at the end of the reporting period covered by the
   previously filed report; and

-- The aggregate amount paid as compensation for services
   rendered and reimbursements of expenses incurred by the
   ordinary course professional for the durations of these
   cases. (Budget Group Bankruptcy News, Issue No. 6; Bankruptcy
   Creditors' Service, Inc., 609/392-0900)    

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

CIENA CORP: Slashes 17% of Workforce to Save $55 Mill. Annually
CIENA(R) Corporation (NASDAQ:CIEN), a leading provider of
intelligent optical networking systems and software, announced a
workforce reduction of approximately 450 employees, or
approximately 17 percent of its workforce, as part of the
Company's ongoing efforts to align its operations with the
current telecom industry environment.

"The past year has been a challenging one for all of us in the
telecom industry, but challenge often leads to opportunity,"
said Gary Smith, CIENA's president and CEO. "As difficult as
[Fri]day's actions are for us as a company, CIENA is fortunate
to be significantly better positioned, both financially and from
a product offering perspective, than most, if not all of our
competitors. We continue to support all of our product lines,
delivering comprehensive next-generation networking solutions
and superior service and support to our customers worldwide."

CIENA estimates that the actions taken will generate between $50
to $55 million in annualized cost savings, including
approximately $25 to $30 million at the operating expense level,
prior to restructuring-related charges. CIENA expects that the
majority of the cost savings will be in place by the end of its
fiscal fourth quarter, 2002. Affected employees will be paid
through November 19, 2002 and will be eligible for additional
severance packages, including outplacement assistance and

The Company expects to record a restructuring charge of between
$75 to $80 million in its fourth fiscal quarter associated with
today's workforce reduction, lease terminations, non-cancelable
lease costs and the write-down of certain property, equipment
and leasehold improvements.

"Because of our solid financial position, CIENA's been able to
pursue a measured approach, thoughtfully adapting our business
to the still-evolving telecom environment," said Smith. "We'll
continue to pursue a strategy that balances investment in our
business with careful expense management because we firmly
believe it is in the best long-term interests of our customers,
shareholders and employees."

"The actions taken [Fri]day are part of CIENA's ongoing efforts
to manage our business back to profitability as soon as possible
without sacrificing what we believe are future revenue and
growth opportunities," Smith continued. "We believe [Fri]day's
actions, along with our ongoing efforts to manage expenses and
prioritize resources, will help us reach our goal of lowering
our quarterly operating expenses to the mid-$80 million range by
our fiscal third quarter, 2003."

CIENA Corporation's market-leading intelligent optical
networking systems form the core for the new era of networks and
services worldwide. CIENA's LightWorks(TM) architecture enables
next-generation optical services and changes the fundamental
economics of service-provider networks by simplifying the
network and reducing the cost to operate it. Additional
information about CIENA can be found at  

                           *    *    *
As reported in Troubled Company Reporter's August 28, 2002
edition, Standard & Poor's lowered the corporate credit
rating on optical telecommunications systems and equipment
provider, Ciena Corp., to single-'B' from single-'B'-plus,
reflecting the company's dramatic decline in sales, and
expectations that business conditions will remain weak over the
intermediate term. Ciena, based in Linthicum, Maryland, had
about $990 million in total debt outstanding as of July 31,
2002. The outlook remains negative.

"The ratings continue to reflect the company's narrow business
position, substantial leverage, and the risks of continuing
technology evolution offset by the company's good financial
flexibility," said Standard & Poor's credit analyst Bruce Hyman.

Although Ciena has sufficient financial assets to meet its
operating requirements over the intermediate term, business
prospects are highly uncertain.

COMDISCO INC: Proposes Debt Relief for SIP Participants
Comdisco, Inc., and its debtor-affiliates ask the Court to
provide additional time to Participants in the Shared Investment
Plan to consider relief offered pursuant to the First Amended
Joint Plan of Reorganization until October 31, 2002.

Felicia Gerber Perlman, Esq., at Skadden, Arps, Slate, Meagher &
Flom, in Chicago, Illinois, informs the Court that the SIP
offered certain of the Debtors' employees the opportunity to
purchase stock interests in the Company with the proceeds of
third-party loans.  Under the SIP, 106 managers borrowed
$109,000,000 from third-party lenders through personal loans to
purchase over 6,000,000 shares of Old Common Stock.  The Loans
closed on January 30, 1998 and were guaranteed by the Debtors
pursuant to the Facility and Guaranty Agreement dated
February 2, 1998 between the Debtors and The First National Bank
of Chicago, as agent for the Lenders.

Ms. Perlman relates that after the Petition Date, the Lenders
asserted that the Loans became due and owing and they filed a
Proof of Claim against the Debtors amounting $135,140,760.  To
the extent that the Debtors make payments under the Guaranty
Agreement on behalf of the Participants, the Debtors may assert
Subrogation Claims against the Participants to recover the
payments they made to the Lenders.

Ms. Perlman explains that the Debtors proposed the SIP Relief as
an effort to reduce complexity of litigation.  Under the Relief,
the accepting Participants could remove themselves from further
litigation by agreeing to reimburse the Debtors -- at discounts
ranging from 20% to 80% -- amounts that the Debtors might pay on
their behalf.  While the Debtors would not be reimbursed for all
amounts they paid, Ms. Perlman notes, they would receive greater
certainty of being reimbursed for the unrelieved portions.

The Participants are divided into previously terminated and go-
forward employees.  The terminated employees are further divided
into those terminated prepetition or postpetition.  The go-
forward employees are divided into critical and most critical.
The Relief offered to each group is:

         Category                Level of Relief
         --------                ---------------
    Terminated prepetition          20% relief
    Terminated postpetition         40% relief
    Go-forward critical             60% relief
    Go-forward most critical        80% relief

Ms. Perlman narrates that under the Relief, the accepting
Participants will promise to pay the unrelieved amounts within
30 days after the Debtors paid amounts on their behalf or, as to
go-forward employees, 30 days after the date of the employee's
last earnings.  As to go-forward employees, 50% of any awards
under a separately approved management incentive plan would be
held back to secure the Participant's promise to pay.  As to
previously terminated employees, the promise to repay is

Ms. Perlman points out that the current deadline for accepting
the Relief is September 30, 2002.  The Debtors are currently
evaluating the Relief and may determine to modify or supplement
the Relief.  Accordingly, the Debtors believe that the current
deadline may not allow the Participants sufficient time to
evaluate any potential modifications to the Relief and make a
decision whether to accept the Relief or not. (Comdisco
Bankruptcy News, Issue No. 36; Bankruptcy Creditors' Service,
Inc., 609/392-0900)    

COMMUNICATION DYNAMICS: Files for Chapter 11 Reorg. in Delaware
Communication Dynamics, Inc., parent company of TVC
Communications, a leading distributor of products used to build
and maintain cable television systems, has begun the process of
restructuring its debt and operations by filing for relief under
Chapter 11 of the Bankruptcy Code.  The filing will enable CDI
and its operating subsidiaries to focus on its core operations
and serving the needs of customers while it develops and
implements a plan of reorganization to provide a suitable
capital structure for long-term growth.  Business will continue
as usual and without interruption.

The Company anticipates funding operations from existing cash
reserves, augmented by the proceeds generated from ongoing
operations.  The Company has sought interim and final
authorization from the Bankruptcy Court to use cash and expects
to continue negotiations with its banks regarding the terms on
which the banks' interest will be adequately protected during
the proceedings.

CDI President and Chief Executive Officer Robert W. Ackerman
said the actions allow the company to continue to fulfill
customer obligations and provide its customers with an
uninterrupted flow of goods, services and support they have come
to depend on.

"Providing high quality products and services to our customers
has been, and continues to be, our top priority.  Our employees
remain our number one asset," Ackerman said.  "We are committed
to meeting the needs of both -- now and well into the future.  
This restructuring action ensures that our daily operations
continue uninterrupted as before.  In addition, we will now be
able to devote efforts to solidifying and executing a realistic
operating plan with a balance sheet that works in today's
economically challenging times.

"CDI's growth through a series of acquisitions resulted in the
accumulation of debt levels and attendant interest expense that
no longer made sense after the recent downturn in the industry
and the general economic slowdown.  Several of our large
customers have experienced serious financial setbacks, thus
causing changes in our relationships.  We have made operational
decisions to bring our business in line with today's market
conditions.  We have acted quickly to change within the
environment in which we work and have achieved many operating
efficiencies as a result.  While our progress has been
significant, principal and interest payments, as well as the
current market decline, continue to drain cash needed to operate
our business on a competitive basis.

"The Chapter 11 process will not only enable us to achieve an
orderly reduction of the debt and interest to serviceable
levels, but it will also allow us to eliminate certain operating
costs and significantly strengthen our balance sheet."

Mr. Ackerman continued, "CDI's core businesses are well-
established and profitable at the operating level.  Our focus in
the coming weeks will be to continue building value in these
businesses, to reinforce our ongoing relationships with our
suppliers, and to strengthen our customer relationships by
enhancing service levels.  We have top-level professionals
operating our businesses, and I am looking forward to working
through this challenging time together as a cohesive team."

Mr. Ackerman said that he anticipates that daily operations of
all subsidiaries will continue uninterrupted, and that those
businesses will proceed with substantially more liquidity than
has been available in recent months.  Employees will continue to
be paid and vendors will be paid for post- petition purchases
for goods and services in the ordinary course.  Mr. Ackerman
said the Company has already begun to contact vendors, and is
confident that they will continue to support TVC during the
reorganization period.

The Company filed its voluntary petitions in the U.S. Bankruptcy
Court for the District of Delaware in Wilmington.  The filing
includes the company's domestic subsidiaries:  Amherst
FiberOptics, Inc., Amherst Holding Co., CDI Finance Co., Marc
Talon, Inc., Pacific Coast Cable Supply, Inc., and TVC
Communications, Inc.  CDI's international operations are not
included in the filing and will not be affected by the filing.

Communication Dynamics, Inc., is the parent company of TVC
Communications.  TVC provides the products and services that
have helped build the communications infrastructure in the
United States, Canada, South America and Europe.  Founded in
1952, TVC is backed by close working relationships with top
manufacturers and a deep understanding of the technology behind
the products it sells.  TVC has proven itself to be a valued
partner to both the broadband cable and telecommunications

COMMUNICATION DYNAMICS: Case Summary & Largest Unsec. Creditors
Lead Debtor: Communication Dynamics, Inc.
             800 Airport Road
             Annville, Pennsylvania 17003

Bankruptcy Case No.: 02-12753

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Amherst FiberOptics, Inc.                  02-12754
     Amherst Holding Co.                        02-12755
     Marc Talon, Inc.                           02-12756
     Pacific Coast Cable Supply, Inc.           02-12757
     TVC Communications, Inc.                   02-12758
     CDI Finance Co.                            02-12759

Chapter 11 Petition Date: September 23, 2002

Court: District of Delaware (Delaware)

Debtors' Counsel: Jeffrey M. Schlerf, Esq.
                  The Bayard Firm
                  222 Delaware Avenue
                  Suite 900
                  Wilmington, DE 19801
                  302 655-5000
                  Fax : 302-658-6395

Estimated Assets: More than $100 Million

Estimated Debts: More than $100 Million

Debtor's 30 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Capital Resource Partners  Bond Debt               $13,832,136
William Holm
85 Merimac Street,
Suite 200
Boston, MA 02114
Tel: (617) 723-9000
Fax: (617) 723-9819

National City Capital      Bond Debt               $12,277,765
Rick Martinko
1965 East Sixth Street
Cleveland, OH 44114
Tel: (216) 222-9733
Fax: (216) 222-9965

Albion Alliance Mezzanine  Bond Debt                $8,675,449
Fund II, LP
Charlie Riceman
1345 Avenue of the Americas,
37th Floor
New York, NY 10105
Tel: (212) 969-1545
Fax: (212) 969-6659

PNC Venture Corp.          Bond Debt                $7,682,830
c/o PNC Equity Management
Rob Marsh
One PNC Plaza
249 Fifth Avenue, 8th Floor
Pittsburgh, PA 15222
Tel: (412) 768-8643
Fax: (412) 762-6233

Thomas & Betts             Trade Debt               $4,762,472
Dennis Vaughn III
8155 T&B Boulevard
Memphis, TN 38125
Tel: (901) 252-5878
Fax: (901) 252-1312

Exeter Equity Partners     Bond Debt                $4,159,017
Keith Fox
10 East 53rd Street, 32nd Fl.
New York, NY 10022
Tel: (212) 872-1170
Fax: (212) 872-1198

Michael Golden
1102 Grand Boulevard,
Suite 1111
Kansas City, MO 64106
Tel: (816) 421-5595

Pennsylvania Capital       Bond Debt                $4,159,017
Fund, LP
c/o PNC Equity Management
Rob Marsh
One PNC Plaza
249 Fifth Avenue
8th Floor
Pittsburgh, PA 15222
Tel: (412) 768-8643
Fax: (416) 762-6233

SW Pelham Fund, LP         Bond Debt                $3,470,179
Smith Whiley & Company
Norman A. Thetford
242 Trumball Street
Hartford, CT 06103
Tel: (860) 548-2513
Fax: (860) 548-2518

Exeter Equity Partners,    Bond Debt                $2,945,970   
Keith Fox
10 East 53rd Street, 32nd Fl.
New York, NY 10022
Tel: (212) 872-1170
Fax: (212) 872-1198

Michael Golden
1102 Grand Boulevard,
Suite 1111
Kansas City, MO 64106
Tel: (816) 421-5595

Exeter Equity Partners,    Bond Debt                $2,599,385   
Keith Fox
10 East 53rd Street, 32nd Fl.
New York, NY 10022
Tel: (212) 872-1170
Fax: (212) 872-1198

Michael Golden
1102 Grand Boulevard,
Suite 1111
Kansas City, MO 64106
Tel: (816) 421-5595

Antronix                   Trade Debt               $1,870,401
Danny Tang
440 Forsgate Drive
Cranbury, NJ 08512
Tel: (609) 395-1390
Fax: (609) 395-1927

Albion Alliance Mezzanine  Bond Debt                $1,735,089
Fund, LP
Charlie Riceman
1345 Avenue of the Americas
37th Floor
New York, NY 10105
Tel: (212) 696-1545
Fax: (212) 969-6659

Wood Street Partners I     Bond Debt                $1,501,665
c/o PNC Equity Management
Rob Marsh
One PNC Plaza
249 Fifth Avenue, 8th Floor
Pittsburgh, PA 15222
Tel: (412) 768-8643
Fax: (412) 762-6233

Electroline                 Trade Debt              $1,392,172
John Vincent
8265 St.-Michel Boulevard
Montreal, Quebec
Canada H1Z3E4
Tel: (514) 374-6335
Fax: (514) 374-9370

USE LLC                    Trade Debt               $1,185,752
Dennis Carson
8250 East Park Meadow Drive
Littleton, CO 80124
Tel: (720) 873-8400
Fax: (303) 792-2642

Commscope, Inc.            Trade Debt               $1,048,031
Jim Hughes
1375 Lenoir-Rhyne Boulevard
Hickory, NC 28603
Tel: (800) 982-1708
Fax: (828) 323-4854

Belden                     Trade Debt                 $969,893
C. Baker Cunningham
7701 Forsyth Boulevard
St. Louis, MO 63105
Tel: (314) 854-8000
Fax: (314) 854-8001

Alcatel USA                Trade Debt                 $912,800      
Jean-Pierre Halbron
1000 Coit Road
Plano, TX 75075
Tel: (972) 519-3000
Fax: (972) 519-4122

Great Lakes Capital        Bond Debt                  $753,821
Investments I, LLC
c/o National City Corp.
Rick Martinko
1965 East Sixth Street
Cleveland, OH 44114
Tel: (216) 222-9733
Fax: (216) 222-9965

Scientific Atlanta, Inc.   Trade Debt                 $640,042     
James McDonald
5030 Sugarloaf Parkway
Lawrenceville, GA 30042
Tel: (770) 236-5000
Fax: (770) 236-4475

Novus Technologies         Trade Debt                 $470,279
Mike Springer
506 Walker Street
Opelika, AL 36801
Tel: (888) 745-6682
Fax: (334) 749-6886

Cadco                      Trade Debt                 $401,289   
Steve Johnson
PO Box 794808
Dallas, TX 75379
Tel: (800) 877-2288
Fax: (972) 271-3654

Superior Essex             Trade Debt                 $375,664
Steven Elbaum
150 Interstate North
Atlanta, GA 30339
Tel: (800) 685-4887
Fax: (770) 303-8807

Tyco Electronics           Trade Debt                 $336,154
Ed Breen
One Tyco Park
Exeter, NH 03833
Tel: (603) 778-9700
Fax: (919) 557-4114

Preformed Line Products    Trade Debt                 $313,609
Robert Ruhlman
PO Box 91129
Cleveland, OH 44101
Tel: (440) 461-5200
Fax: (440) 442-8816

Great Lakes Capital        Bond Debt                  $311,926
Investments I, LLC
c/o National City Corp.
Rick Martinko
1965 East Sixth Street
Cleveland, OH 44114
Tel: (216) 222-9733
Fax: (216) 222-9965

Trilithic Inc.             Trade Debt                $302,037
Terry Bush
9202 East 33rd Street
Indianapolis, IN 46235
Tel: (800) 344-2412
Fax: (317) 895-3613

Holland Electronics        Trade Debt                 $284,091
Michael Holland
4219 Transport Street
Ventura, CA 93003
Tel: (805) 339-9060
Fax: (805) 339-9064

American Pipe & Plastics   Trade Debt                $283,807
Roberta Zurn
PO Box 577
Birmingham, NY 13902
Tel: (607) 775-4340
Fax: (607) 775-2707

CRP Investments IV, Inc.   Bond Debt                   $48,582

DIVERSIFIED ASSET: Fitch Downgrades Rating on Class B Notes to B
Fitch Ratings downgrades and removes from Rating Watch Negative
the class B notes issued by Diversified Asset Securitization
Holdings I, Ltd. (Dash I), which were previously placed on
Rating Watch Negative on August 21, 2002. No rating action has
been taken or contemplated at this time for the class A notes of
Dash I, which are rated 'AAA'. The following rating action is
effective immediately:
                       Dash I, Ltd.

     -- $27,000,000 class B notes downgraded to 'B' from 'BBB'.

Dash I, Ltd., a collateralized debt obligation managed by Asset
Allocation and Management Company, L.L.C., was established in
December 1999 to issue $300 million in notes and equity. Fitch
discussed the current state of the portfolio with the asset
manager and their portfolio management strategy going forward
and conducted cash flow modeling of various default timing and
interest rate scenarios. As a result of the analysis, Fitch has
determined that the original ratings assigned to the class B
notes of Dash I no longer reflect the current risk to

A confluence of factors has led Fitch to reevaluate the ability
of the Dash I to pay ultimate principal and interest on its
class B notes. Among the structural concerns are that the
transaction is failing, according to the July 2002 trustee
report, its class A and class B overcollateralization (OC)
tests, as well as the weighted-average coupon test. The steady
decline in the weighted-average coupon on the fixed-rate portion
of the collateral pool, combined with an out-of the money plain
vanilla interest rate swap, lead Fitch to have increased
concerns about whether there will be enough excess spread in the
transaction going forward to compensate for the deterioration of
par value in the collateral pool.

Additionally, a review of the collateral pool revealed that
there has been substantial downward credit migration of certain
securities within the collateral pool of Dash I. Dash I, which
has experienced defaults to-date on an Argentine mortgage-backed
security and a franchise trust in its collateral pool amounting
to approximately 3% of the transaction, holds a number of
additional bonds that Fitch has identified as having significant
potential for loss and thereby adversely impact the ability of
the CDO to pay ultimate interest and principal on the class B
notes. These include several mutual fund 12b-1 fee receivables
transactions, representing approximately 2% of the pool, 3.1%
exposure to a Bombardier Capital manufactured housing bond, and
several aircraft lease bonds representing approximately 2.3% of
the pool. Notable among the credit concerns is approximately $10
million (3.3%) of exposure to the subordinate class of a Conseco
Finance Corp. manufactured housing bond, which was recently
downgraded by Fitch to 'CC' and remains on Rating Watch
Negative. Fitch believes that the performance of this bond,
given the size of the exposure and Fitch's above-mentioned
structural and credit concerns with respect to the CDO, has the
potential to greatly impact the performance of the most
subordinate tranche of Dash I, the class B notes. Fitch believes
that the rating action taken today on the class B notes more
accurately reflects the current risk within the CDO at the
subordinate level.

The downgrade of the class B notes of Dash I is based on the
above mentioned factors, and is not due to the changes in the
CDO management team.

DIVERSINET CORP: Fails to Satisfy Nasdaq Listing Requirements
Diversinet Corp. (NASDAQ:DVNT), a leading provider of mobile
commerce (m-commerce) security infrastructure solutions,
announced that The NASDAQ Stock Market, Inc., has notified the
Company that its common stock fails to comply with the $1.00
minimum bid price requirement for continued listing pursuant to
Marketplace Rule 4310(C)(4).

Diversinet also does not currently satisfy Marketplace Rule
4310(C)(8)(D), which requires the Company to have a minimum of
$5,000,000 in stockholders' equity, $50,000,000 market value of
listed securities, or $750,000 net income from continuing
operations for the most recently completed fiscal year or two of
the three most recently completed fiscal years. Its common stock
is, therefore, subject to delisting from The NASDAQ SmallCap
Market at the opening of business on September 25, 2002.
However, as a result of the Company having requested a hearing
before a NASDAQ Listing Qualifications Panel to review the Staff
determination, the scheduled delisting will be stayed and the
Company's common stock will continue to be traded on NASDAQ,
pending the panel's decision. The hearing date has not been set
and is yet to be determined by NASDAQ. Furthermore, there can be
no assurance the Listing Qualifications Panel will be persuaded
to change the Staff's determination.

Diversinet is a leading developer of advanced wireless security
software, enabling mobile e-commerce (m-commerce) services with
its wireless security infrastructure solutions. Diversinet's
client/server security software facilitates digital signatures,
authentication and encryption with PKI products specifically
designed to perform optimally in wireless environments and
devices. In October of 2001, Diversinet enabled the launch of
the first public Certification Authority in the world to offer
mobile individual and business digital certificates for consumer
use. For more information on Diversinet, visit the company's Web
site at

DLJ MORTGAGE: Fitch Affirms Low-B's on Classes B-3 and B-4 Notes
Fitch Ratings affirms DLJ Mortgage Acceptance Corp.'s commercial
mortgage pass-through certificates, series 1995-CF2, $205.6
million class A-1B, $30.5 million class A-2 and interest only
class S-1 at 'AAA'. In addition, Fitch affirms the following
classes: $30.5 million class A-3 at 'AA', $30.5 million class B-
1 and interest-only class S-2 at 'BBB+', $10.2 million class B-2
at 'BBB', $33 million class B-3 at 'BB' and $22.9 million class
B-4 at 'B'. Class A1-A has paid off and the $18.5 million class
C is not rated by Fitch.

The ratings affirmations are due to consistent pool performance
since Fitch's last review in January 2002. While the transaction
has paid down approximately 24% since issuance and subordination
levels have increased, Fitch has concerns with the portfolio of
crossed collateralized and cross defaulted loans backed by
hotels owned and operated by the bankrupt Lodgian (10.1%).

The Lodgian loans are secured by ten hotel properties with
several different flag franchises, including Holiday Inn, Hilton
and Radisson. These loans transferred to the special servicer,
Lennar Partners, in December 2001 after Logdian, who owns and
operates the hotels, filed for Chapter 11 bankruptcy. Fitch
currently does not expect losses on the portfolio given the
overall performance and seasoning of the pool, however, concerns
remain as a result of the uncertainty of the bankruptcy
resolution. Lodgian is expected to submit a plan of
reorganization in October 2002.

The largest single loan in the transaction (8.29%) is
collateralized by a retail center located Islip, NY. The loan
transferred to the special servicer after the largest tenant
filed for bankruptcy and rejected its lease. Lennar negotiated a
forbearance agreement with the borrower, which included full
payoff of the loan. Fitch expects this loan to payoff shortly
with no losses.

As of the September 2002 distribution date, there are 12 loans,
representing 19.5% of the overall pool, in special servicing.
This includes one real estate owned loan, 1.15% of the pool,
which is the only delinquent loan in the deal, the Lodgian
loans, and the Islip, NY retail center. The REO loan is
collateralized by a retail center located in Bakersfield, CA
that has been REO since February 2000. The center's occupancy
has fluctuated from approximately 80% to the mid 40% range. Due
to the occupancy issue, Lennar has been unable to market the
property. Fitch assumed losses of $1.1 million based on the
appraised value of $4.9 million reduced 20% and the total
exposure of the loan.

The performance of the overall pool since Fitch's last review
has remained consistent. Using financial statements collected by
Midland Loan Services for 77% of the loans at both year end 2000
and 2001, the weighted average debt service coverage ratio was
1.33x at issuance, 1.59x at YE 2000 and 1.58x at YE 2001.

The pool remains geographically diverse, with no state
concentration over 14% of the deal. The top concentrations
include Texas (13.4%), Florida (11.7%), California (8.8%), and
New York (8.7%). While the continued geographic diversity
remains a strength of the deal, 45.9% of the pool is
collateralized by retail properties. However, excluding the
Islip property, the retail loans are performing at a 1.40x
weighted average DSCR. In addition, the high retail
concentration was factored into Fitch's rating affirmations.

Fitch assumed loans of concern, including the Lodgian pool and
several loans from Midland's watch list with upcoming maturities
(11%) were to default at higher than expect loss probability and
severity. The REO loan was liquidated and the Islip retail
property was assumed to payoff in full. After this re-modeling
of the pool, the remaining credit enhancement levels were
sufficient to affirm all the ratings.

DLJ COMMERICAL: Fitch Affirms Low-B Ratings on 4 Certs. Classes
DLJ Commercial Mortgage Corp.'s commercial mortgage pass-through
certificates, series 1998-CG1, are upgraded by Fitch Ratings as
follows: $39.1 million class A-2 to 'AA+' from 'AA' and $78.2
million class A-3 to 'A+' from 'A'. In addition, Fitch affirms
the following classes: $142.8 million class A-1A, $835.3 million
class A-1B, $39.1 million class A-1C and interest-only class S
certificates at 'AAA', $23.5 million class A-4 at 'A', $70.4
million class B-1 at 'BBB', $23.5 million class B-2 at 'BBB-',
$15.6 million class B-3 at 'BBB-', $66.5 million class B-4 at
'BB', $15.6 million class B-5 at 'BB-', $27.4 million class B-6
at 'B' and $15.6 million class B-7 at 'B-'. Fitch does not rate
the $23.5 million class C certificates. The affirmations follow
Fitch's annual review of the transaction, which closed in June

The rating upgrades reflect the improved loan performance,
moderate reduction of the pool collateral balance since closing,
and the investment grade credit characteristics of three loans
(10.5%). As of the September 2002 distribution date, the pool's
aggregate certificate balance has decreased by 9.5% since
closing, to $1.42 billion from $1.56 billion. The certificates
are collateralized by 293 well-diversified fixed-rate mortgage
loans, consisting primarily of multifamily (37%), retail (27%),
and office (12%) properties, with concentrations in California
(13%), New York (12%), and Florida (10%).

Fitch reviewed the performance and underlying collateral of the
deal's three loans with investment grade credit characteristics,
Rivergate Apartments (6.3%), Resurgens Plaza (2.2%) and the
Camargue (2%). Debt service coverage ratios (DSCRs) for these
loans are calculated using borrower-reported net operating
income (NOI) less required reserves and debt service payments
based on the original balance and Fitch's stressed refinance
constants. All three of these loans have shown improved
performance since closing.

The Rivergate Apartments (6.3%) located in New York, NY, has 706
units and was built in 1985. Occupancy as of June 27, 2002 was
98%, which is relatively unchanged from 97% at June 30, 2002 and
97% at closing. The year-end (YE) 2001 DSCR is 1.81 times,
compared to 1.75x at YE 2000 and 1.36x at closing. The Resurgens
Plaza (2.2%) is a 388,000 sq. ft. office property located in the
Buckhead section of Atlanta, GA. Occupancy is 93% as of June 30,
2002, which is unchanged from 93% at June 30, 2001. The tenants
are mainly professional service firms. The trailing twelve-month
(TTM) June 30, 2002 DSCR is 2.28x, compared to 2.02x as of TTM
June 30, 2001 and 1.84x at closing.

The Camargue (1.9%) is a 261-unit multifamily property located
in New York, NY, which was built in 1979. Occupancy is stable at
99% as of June 30, 2002 compared to 98% at June 30, 2001. The
TTM March 31, 2002 DSCR is 1.86x, compared to 1.79x at June 30,
2001 and 1.37x at closing.

GEMSA Loan Services, the master servicer, provided YE 2001
borrower operating statements for 91% of the pool's outstanding
balance. The weighted average DSCR for YE 2001 increased to
1.65x from 1.63x at YE 2000 and 1.45x at closing. Eight loans
(3.0%) reported YE 2001 DSCRs below 1.00x, but they are all
current with debt service payments. Currently, there are five
loans (1.7%) being specially serviced, including the pool's four
delinquent loans (1.5%). There are two (0.8%) 90-day delinquent
loans secured by Texas retail properties. Two other delinquent
loans are secured by a hotel in Chester, VA (0.3%, 90-days
delinquent) and a hotel in Blue Ash, OH (0.4%, real estate owned
as of March 2002). To date, $7.4 million in appraisal reductions
have been calculated for these four loans.

Fitch will continue to monitor this transaction, as surveillance
is ongoing.

DOMINIX INC: Elbows-Out Grassi & Company as Independent Auditors
On August 22, 2002, the management of Dominix, Inc., dismissed
Grassi & Company as its independent auditors. The cause of this
dismissal was due to the fact that the individual auditors at
Grassi & Company that had been working on the Company's
financials left the Grassi firm. There is also a dispute between
Grassi & Company and Dominix concerning fee's and time charges
for prior periods that have not been resolved. Upon review by
Dominix of the new firm where these auditors now work, it was
decided by the Company that it did not wish to go forward and
engage this new firm to continue the financial work on behalf of

Also on August 22, 2002, the management of Dominix engaged Aaron
Stein, C.P.A. as its independent auditor to review its financial
statements at June 30, 2002 and for the each of the three and
six months then ended; and audit its financial statements for
the fiscal year ended December 31, 2002. The decision to dismiss
Grassi & Company and to retain Aaron Stein was approved by the
Company's Board of Directors.

The report of Grassi & Company on the Company's financial
statements as of December 31, 2001, and the "review report" of
Grassi & Company on the Company's financial statements as of
March 31, 2002 and for the three-month period contained
additional disclosure relating to Dominix' ability to continue
as a going concern.

EMPRESA ELECTRICA: Wants Additional Time to File Schedules
Empresa Electrica del Norte Grande S.A., seeks an extension of
time to its Schedules of Assets and Liabilities and Statements
of Financial Affairs required under 11 U.S.C. Sec. 521(1) and
Rule 1007 of the Federal Rules of Bankruptcy Procedure.  The
Debtors ask for an extension until December 16, 2002 -- and a
permanent waiver of the requirement should the Company's Plan be
confirmed before that date.

The Debtor reminds the U.S. Bankruptcy Court for the Southern
District of New York, that on the Petition Date, it filed a list
containing the name and address of each creditor, a list of
those creditors holding the 20 largest unsecured claims against
its estate, and a list of all holders of record of Ordinary
Share Interests.  Accordingly, the Debtor has already satisfied
part of the requirements in Rule 1007.

The Debtor submits that the Motion should be granted because the
purpose of filing the Schedules and Statement largely has been
fulfilled in this prepackaged chapter 11 case. It would be
counterproductive and wasteful for the Debtor to expend
resources creating the Schedules and Statement where the large
majority of claims are unimpaired and the holders of impaired
claims have already voted to accept the Plan.

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: Amethyst LNG Pitches Winning Bid for Two Contracts
After conducting the Auction on August 9, 2002, Enron
Corporation and its debtor-affiliates, in consultation with the
Creditors' Committee, determined that the bid of Amethyst LNG
Marketing LLC is the highest and best offer for all of the
right, title and interest in these two Agreements:

  (a) the LNG Sale and Purchase Letter Agreement dated October
      13, 1999 by and between Enron LNG, as successor to Enron
      Americas LNG Company, and EL Paso Merchant Energy, LP, as
      successor to El Paso Merchant Energy Gas LP, successor
      to Sonat Energy Services Company; and

  (b) the related Quality Letter Agreement dated October 13,
      1999 by and among El Paso Merchant Energy LP, Southern
      LNG Inc., and Enron LNG..  

Accordingly the Parties entered into a Purchase and Sale
Agreement on August 27, 2002.  Amethyst outbid El Paso LNG by
$875,000.  Amethyst will buy the Assets for $31,875,000.
Amethyst already deposited $3,200,000 at Weil, Gotshal & Manges
in a segregated attorney trust account.  At Closing, Amethyst
will wire transfer the balance to the Debtors' account.

Judge Gonzalez approves the transaction, convinced it is in the
best interest of the Debtors' estate.  Furthermore, the Court
orders that:

    (a) effective upon the Closing Date, Amethyst will assume,
        pay, perform and fully discharge and fully satisfy
        promptly when due all Assumed Liabilities;

    (b) upon Closing Date, the Debtors will have demonstrated
        adequate assurance of the future performance of the
        obligations under the Assets on the part of Amethyst in
        accordance with Section 365(f)(2)(B) of the Bankruptcy

    (c) the Debtors are authorized and directed to assume and
        assign and transfer to Amethyst, upon the Closing, the
        Assets free and clear of all claims and third-party
        interests and execute and deliver to Amethyst the
        documents and other instruments as may be necessary to
        assign and transfer the Assets;

    (d) Upon Closing Date, the Debtors are relieved from any
        further obligation or liability for any breach of the
        Assets occurring after the assumption and assignment;

    (e) the Debtors will pay the $387,500 Break-Up Fee to El
        Paso and reimburse the actual fees and expenses, not to
        exceed $400,000 to El Paso. (Enron Bankruptcy News,
        Issue No. 43; Bankruptcy Creditors' Service, Inc.,

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

EQUUS GAMING: Cash Resources Insufficient to Support Operations
Equus Gaming Company's operations consist principally of its
interests in thoroughbred horse race tracks in four countries,
each of which is owned and/or operated by a subsidiary: (i) El
Comandante in Puerto Rico, owned by Housing Development
Associates S.E., and operated since January 1, 1998 by El
Comandante Management Company, LLC, (ii) V Centenario in the
Dominican Republic, operated since April 1995 by Galapagos S.A.,
and (iii) Los Comuneros in Medellin, Colombia, owned and
operated since early 1999 by Equus Comuneros, S.A.
Consolidated revenues increased in the second quarter of 2002 by
$2,991,000, or 27.7%, as compared to the same quarter in 2001.  
Consolidate revenues increased by $ 529,000 for the six months
ended June 30, 2002 to $28,340,000, as compared to $27,811,000
for the six months ended June 30, 2001. The majority of this
increase was due to the sale of the Company's investment in
Panama and the corresponding deconsolidation for the year 2001.

Consolidated net loss for the three and nine months ended June
30, 2002 was $1,778,951 and $3,747,924, respectively, as
compared to the consolidated net loss in the same three and nine
month periods of 2001 of $5,086,908 and $9,119,767,

The Company recognizes its current inability to generate
sufficient cash to support its operations. To overcome its
financial problems, the Company must look to additional revenue
including investment or cost savings from:

     (i)  Requesting license approval in Colombia and Dominican
Republic for casino and/or sports book operations that could
generate an additional $7 million in revenues annually.

    (ii)  Implementing cost reductions at all properties.

   (iii)  Requesting designation of the El Comandante facility
as a tourist zone to allow the addition of slot machines and
authorization for low interest bonds or notes.

    (iv)  Receive permission from the Government of Puerto Rico
to allow video lottery terminals at the OTB Agencies.

     (v)  Expanding simulcasting in Colombia and Dominican
Republic as well as expanding pool races.

    (vi)  Obtain new bank financing or financing by the Wilson

There can be no assurance that any of the above will be
achieved, or if achieved, the results will be sufficient to
enable the Company to continue to operate.

Cash and cash equivalents of the Company, HDA and its
consolidated subsidiary decreased by approximately $6 million in
2001. The Company has historically met its liquidity needs from
cash flow generated by (i) the operations of El Comandante
racetrack, (ii) short-term loans and capital leases
for acquisition of new equipment, and (iii) investment by the
Wilson family.

During 2001 principal uses of cash by the Company, HDA and its
consolidated subsidiary for financing and investing activities

     (i)  Weekly payment of delinquent excise taxes pursuant to

    (ii)  Weekly payment of delinquent volume of business taxes
pursuant to agreement.

   (iii)  Principal payments on existing capital leases.

    (iv)  Capital expenditures, as needed and/or required for
the various racing operations.

In addition to cash available to the Company at the beginning of
the year and cash flow from operations, the Company obtained
additional funds from financing and investing activities from
the following sources:

     (i)  Issuance of Equus Entertainment 12%, cumulative
preferred stock to Kembt Corporation, an entity controlled by
the Wilson Family.

    (ii)  Loans from affiliates of the Wilson Family.

In addition to capital leases, long-term cash commitments of the
Company (excluding foreign subsidiaries) are a $2.5 million
unsecured note and the First Mortgage Notes.

Effective April 1, 2002, the Company and United Tote amended and
restated the prior promissory note dated August 11, 2000, for
$2,500,000, due December 29, 2004, as follows:

     1.   The principal balance was revised to $3,431,955 which
includes all sums remaining due under the prior note,
installation costs incurred by United Tote and totalisator fees
due from Comuneros.

     2.   Interest on the unpaid principal balance at the rate
of "prime" interest plus three (3) percent.

     3.   The note shall become due and payable on July 1, 2003.

    4.   If the Company obtains substantial financing for video
gaming activity at its racetrack in Puerto Rico, then the terms
of the note will be renegotiated to include an amortization
schedule mutually agreed upon by both parties.

FIRST UNION-LEHMAN: S&P Concerned About Increased Risk of Losses
Standard & Poor's Ratings Services lowered its ratings on two
classes of First Union-Lehman Brothers Commercial Mortgage
Trust's commercial mortgage pass-through certificates series

At the same time, ratings are affirmed on the two remaining
classes of the transaction. Standard & Poor's does not rate any
other classes of this transaction.

The lowered ratings reflect the increased risk of losses due to
the delinquencies, which stand at 2.86%, and concerns regarding
several of the loans on the servicer's watchlist, Wachovia
Securities Inc., including two lodging loans that are among the
top 10 mortgages. The affirmations are based on the stable
financial operating performance of the pool collateral, coupled
with slightly increased subordination levels, since issuance.

There are 11 specially serviced mortgages totaling $50.7 million
(or 4.73% of the pool balance). Four of these mortgages (1.87%),
owned and operated by Lodgian Inc., are current. However, the
parent of the borrower (Lodgian Inc.), and the corresponding
special-purpose entities, are in bankruptcy. The remaining
mortgages (2.86%) are delinquent and total $30.7 million.

The Lodgian loans are secured by full-service hotels that are
located throughout the country. Each SPE appears on the special
servicer's, CRIIMI MAE Services L.P., watchlist, following the
bankruptcy filing of the parent and SPEs in December 2001. The
bankruptcy court ordered a cash-collateral order, which requires
the borrower to make interest payments through December 2002, as
well as payments for interest, escrows, and reserves. Lodgian
Hotels expects to emerge from bankruptcy later this year. CRIIMI
has received an updated appraisal, which it is currently
reviewing. CRIIMI has stated it does not anticipate substantial
changes in the value amount from the $38.0 million that was
reported in 1996 and 1997, which in turn contributes to the low
leverage of approximately 50%. The weighted average debt service
coverage for the properties was reported at 2.24 times as of
December 2001. Standard & Poor's, through CRIIMI, will continue
to monitor the bankruptcy proceedings. However, the reported DSC
and low loan-to-value gives Standard & Poor's added comfort.

The delinquent, specially serviced loans include two loans
(totaling $14.7 million) that are 30 days delinquent, four loans
(totaling $8.1 million) that are 90 days delinquent, and one
loan (totaling $7.5 million) that is REO. They have a cumulative
appraisal reduction of $6.5 million. However, there have been no
realized losses to the pool.

The largest of the delinquent loans is the 11th largest mortgage
in the pool, totaling $12.7 million. It is secured by a retail
property in Pembroke Pines, Fla. The mortgage was transferred to
CRIIMI in March 2001 for imminent default, following a
significant fall in occupancy levels to 17% and a reported DSC
ratio of 0.61x (March 2002). The borrower hopes to sign a lease
with Lowe's (a hardware center) by September 2002, which will
increase occupancy levels to 80% and the DSC ratio. The
projected DSC ratio is 1.06x. Lowe's will demolish the previous
building and construct a new free-standing building. If the
borrower does not obtain the tenant, CRIIMI will proceed with
foreclosure proceedings. At the present time, CRIIMI has applied
appraisal reductions of $1.8 million, based on a March 2001
appraisal of $10.9 million.

Of the remaining five mortgages, four have experienced appraisal
reductions, which are detailed below:

     --  A hotel mortgage totaling $3.9 million (or 0.37% of the
pool). The hotel is located in College Park, Ga. CRIIMI has
applied appraisal reductions of $268,000.

     --  Two unrelated mortgages secured by nursing homes with a
cumulative mortgage of $3.23 million. CRIIMI has applied
appraisal reductions of $1.8 million to both properties.

     --  A $1.0 million retail mortgage secured by a property,
in Rochester, N.Y. CRIIMI has applied appraisal reductions of
$301,000, but anticipates the consummation of a note sale at a
price of $1 million by the end of the third quarter.

The REO property is a 260-unit multifamily property located in
Gainesville, Fla. that secured a $7.5 million mortgage. The
property is currently under contract for $7.6 million, with a
closing scheduled for September 2002. CRIIMI has applied
appraisal reductions of $2.0 million, based on a January 2002
appraisal valuing the property at $7.6 million.

Wachovia reported a watchlist with 57 mortgages totaling $238.8
million. Seven hotel mortgages (totaling $44.7 million or 4.1%
of the pool) are of particular concern, as they all are
grappling with low occupancy levels. First is a $15.6 million
hotel mortgage, which is the ninth largest mortgage in the pool.
The 227-unit property securing the mortgage is located in
Philadelphia, Pa., and is in the midst of converting to a
hotel/multifamily property. The borrower has converted 82 units
into apartments and plans to convert 125 apartments and 70 hotel
rooms by year-end 2002. The property currently maintains a DSC
of 1.02x. Second is a $13.5 million hotel mortgage located in
Chicago, Ill., which is the 10th largest mortgage in the pool.
This hotel is suffering from high vacancy levels because of
increased competition, coupled with decreased demand, which is
resulting in a DSC ratio of 0.85x. Wachovia continues to closely
monitor its watchlist, but does not anticipate any significant
losses to the pool at the present time.

                         Ratings Lowered

       First Union-Lehman Brothers Commercial Mortgage Trust           
        Commercial mortgage pass-thru certs series 1997-C1

                   Rating                Credit Support (%)
     Class       To      From
     H           B-       B                   3.65%
     J           CCC+     B-                  2.44%

                         Ratings Affirmed

       First Union-Lehman Brothers Commercial Mortgage Trust
         Commercial mortgage pass-thru certs series 1997-C1

     Class       Rating          Credit Support (%)
     F           BB                   7.31%
     G           BB-                  6.09%

GEORGIA GULF: Financial Covenants Under Credit Agreement Relaxed
Georgia Gulf Corporation (NYSE: GGC) expects third quarter net
income to be in line with the Thomson Financial First Call
Consensus estimate of $.51 per diluted share.

The company expects chlorovinyls to show significant improvement
over the second quarter as a result of increased vinyl resin
sales prices, which more than offset higher raw materials costs.  
In addition, the company expects a smaller loss in aromatics
than in the second quarter, as a result of higher sales prices
outpacing higher raw materials costs.

Also, as a result of favorable conditions in the institutional
loan market, Georgia Gulf completed a refinancing and amendment
of its senior secured credit facility earlier in the third
quarter.  The amendment provides for lower interest rates,
deferred principal payments, an extended maturity date and less
stringent debt covenants regarding the company's leverage ratio
and interest covenant ratio.

Georgia Gulf, headquartered in Atlanta, is a major manufacturer
and marketer of two highly integrated product lines,
chlorovinyls and aromatics. Georgia Gulf's chlorovinyl products
include chlorine, caustic soda, vinyl chloride monomer and vinyl
resins and compounds.  Georgia Gulf's primary aromatic products
include cumene, phenol and acetone.

                         *     *     *

In its Form 10-Q filed on August 13, 2002, with the Securities
and Exchange Commission, Georgia Gulf said that "[u]nder its
senior credit facility and the indentures related to the 7-5/8
percent notes and the 10-3/8 percent notes, [the Company is]
subject to certain restrictive covenants, the most significant
of which require [it] to maintain certain financial ratios.
[Its] ability to meet these covenants, satisfy debt obligations
and to pay principal and interest on [its] debt, fund working
capital, and make anticipated capital expenditures will depend
on [its] future performance, which is subject to general
macroeconomic conditions and other factors, some of which are
beyond [their] control. Management believes that based on
current and projected levels of operations and conditions in
markets, cash flow from operations, together with [its] cash and
cash equivalents of $8.3 million, and the availability to borrow
an additional $81.3 million under the revolving credit facility,
at June 30, 2002, will be adequate for the foreseeable future to
make required payments of principal and interest on [its] debt,
meet certain restrictive covenants which require us to maintain
certain financial ratios, and fund [its] working capital and
capital expenditure requirements. However, if the economic
recovery does not continue as [it] anticipates, [it] may not be
able to meet certain restrictive covenants and maintain
compliance with certain financial ratios. In that event [the
Company] would attempt to obtain waivers or covenant relief from
[its] lenders. Although [it has] successfully negotiated
covenant relief in the past, there can be no assurance [it] can
do so in the future."

DebtTraders says that Georgia Gulf Corp.'s 10.375% bonds due
2007 (GGC07USR1) are trading slightly above par at about
106.326. For real-time bond pricing, see

GEOWORKS CORP: Signs Definitive Agreement to Sell UK Operations
Geoworks Corporation (Nasdaq: GWRX), a provider of leading-edge
software design and engineering services to the mobile and
handheld device industry, has signed a definitive agreement to
sell its UK professional services subsidiary to Teleca Ltd, a
wholly owned subsidiary of Teleca AB.  The agreement is subject
to various third party consents and shareholder approval. The
terms call for Teleca to pay $2.3 million dollars for the
Macclesfield based business with $.3 million held back as an
offset to potential claims until March 31, 2004.  The UK
subsidiary should have approximately $.5 million in net assets
at closing. Geoworks and Teleca hope to conclude the transaction
this year.

If concluded, this transaction will leave Geoworks with a very
small professional services team in Emeryville as well as some
executive and administrative staff.  "We are currently exploring
and evaluating all of our alternatives, including the winding up
of the company, says Steve Mitchell, CEO of Geoworks.  "We still
have our legacy assets -- AirBoss(TM), GEOS(R), GEOS SC, Mobile
Server+(TM), and other related intellectual property, and would
welcome connecting with another quality company that can
compliment what we bring to the table."

In the absence of desirable alternatives, management will
recommend winding up the company as soon as practicable.  The
liquidation process is time consuming and expensive.  Additional
detail will be provided in connection with the proxy
solicitation process.

Teleca AB is one of Europe's leading consulting companies in new
technology and R&D. Its business concept is to strengthen
customers' market position and time-to-market. This is achieved
by providing professional teams with specialist technical
expertise to work in partnership with development- intensive
companies all over the world. The Teleca Group has more than
2,300 employees in 13 countries. It occupies a strong position
in the Nordic countries, the UK and France. Teleca AB is listed
on Stockholmsborsen's Attract40.  Details of the company are
available at

Geoworks Corporation is a provider of leading-edge software
design and engineering services to the mobile and handheld
device industry.  With nearly two decades of experience
developing wireless operating systems, related applications and
wireless server technology, Geoworks has worked with industry
leaders in mobile phones and mobile data applications including
Mitsubishi Electric Corporation and Nokia.  Based in Emeryville,
California, the company also has a development center in the
United Kingdom.  Additional information can be found on the
World Wide Web at

GLIATECH INC: Taps Adams Harkness to Auction-Off ADCON Assets
Gliatech Inc., (GLIAQ.PK) commenced an auction of its ADCON(R)
assets to strategic buyers.  Gliatech has retained Adams,
Harkness & Hill, Inc., as its investment advisor to conduct and
manage the auction of the Company's ADCON(R) assets.

Gliatech is conducting an auction of its ADCON(R) assets as part
of the Company's Bankruptcy Proceedings announced May 9, 2002.  
With the assistance of AH&H, Gliatech will be conducting an
auction of its two ADCON(R) products, ADCON(R) Gel and ADCON(R)
Solution.  The auction process is expected to be completed in
November.  To clarify the regulatory process going forward for a
buyer of the ADCON(R) products, Gliatech believes it has
substantially completed its obligations under Application
Integrity Policy and is working toward the revocation of the
Company's AIP status.

The ADCON(R) product line addresses a combined $1 billion market
for reduction of post-operative adhesions in numerous surgical
subspecialties. The ADCON(R) Gel (ADCON(R)-L & T/N) product is
designed for local application and has been approved for lumbar
surgery applications in the U.S. and broadly for spine surgery
and peripheral tendon and nerve surgery in Europe and other
international markets.  ADCON(R) Gel was sold worldwide at an
annualized revenue in excess of $30 million during 1999-2000,
and is currently being marketed outside of the U.S. in
approximately 41 countries and has been used in over 200,000
procedures worldwide. The ADCON(R) Solution (ADCON(R) P & A)
product has been evaluated in a pilot gynecological clinical
study and a pilot colorectal clinical study.  ADCON(R) Solution
is currently being evaluated in pelvic and gynecological
operations in a pivotal clinical trial. In each of these pilot
studies, the findings indicated a statistically significant
reduction in scar formation in treated patients as compared with
the control group.

Jonathan P. Gertler, M.D., Principal and Head of Biomedical
Devices and Technology for AH&H commented, "We believe
Gliatech's ADCON(R) anti-adhesion technology continues to
demonstrate its value and will be of great clinical and
strategic importance in numerous surgical subspecialty markets.
The Orthopedic and Neurosurgery products have been
enthusiastically received by surgeons and the abdominal and
pelvic applications address a large unmet need."

Adams, Harkness & Hill is a privately held, institutional
investment bank focused on emerging growth companies in the
technology, healthcare and consumer sectors. With a focus on
research-driven investment ideas, Adams, Harkness & Hill offers
investment banking, institutional sales and trading, asset
management and corporate services. Headquartered in Boston,
Massachusetts, and with offices in San Francisco, California,
and London, Adams, Harkness & Hill offers the expertise of a
national investment bank with the personalized attention and
long-term client relationships of a boutique investment bank.
European services are offered through Adams, Harkness & Hill,
Ltd. More information is available at Member  

Gliatech Inc., is engaged in the discovery and development of
biosurgery and pharmaceutical products.  The biosurgery products
include ADCON(R) Gel (ADCON(R)-L & T/N) and ADCON(R) Solution,
which are proprietary, resorbable, carbohydrate polymer medical
devices designed to inhibit scarring and adhesions following
surgery.  Gliatech's pharmaceutical product candidates include
proprietary monoclonal antibodies designed to inhibit

GLOBAL DIVERSIFIED: Must Seek Financing Alternatives to Continue
Global Diversified Industries, Inc., formerly Global Foods
Online, Inc., is incorporated under the laws of the State of
Nevada. Global Foods was in the business of distributing
domestic and international food products in the United States
and internationally and utilizing the World Wide Web in the
implementation of its planned business operations.

On December 11, 2001, the Company purchased Majestic Modular
Buildings, Ltd., a wholly owned subsidiary of The Majestic
Companies, Ltd., through an Agreement and Plan of Exchange.
Pursuant to the Agreement, Majestic Modular became a wholly-
owned subsidiary of the Company.  Under a separate agreement,
Lutrex Enterprise, Inc., an entity controlled by the Company's
President and Chief Executive Officer contributed an aggregate
of $1,500,000 of assets in exchange for 59,000,000 shares of the
Company's restricted common stock and a non-interest bearing
note payable of $700,000.

The Company subsequently changed its core business to design,
manufacture and market re-locatable modular structures such as
classrooms and office buildings to end users as well as to third
party leasing agents for use primarily within the state of
California and other Western States.

On January 24, 2002, the Company sold Majestic Modular to a
former employee and officer of Majestic Modular Buildings, Ltd.
for $1,000, and other good and valuable consideration.  

The Company, a holding company, currently operates two wholly
owned subsidiaries, Lutrex Enterprises, Inc., a modular
manufacturing entity, and Global Modular, Inc., a sales and
marketing company exclusively representing Lutrex Enterprises,

As of July 31, 2002, the Company had no employees, but
anticipates that the number of employees will increase over the
next twelve months. The Company does not expect to have any
collective bargaining agreements covering any of its employees.  
Its principal executive offices, comprising a total of
approximately 6,000 square feet, are currently located at 2724
Nathan Ave., Modesto, California.  The Company does not pay for
these facilities and does not expect to pay for these facilities
as the facilities are provided by the Chief Executive Officer
through a partnership relationship. The Company believes that
the current facilities are suitable for its current needs.

Global Diversified Holdings has only a limited operating history
upon which an evaluation of its operations and its prospects can
be based. The Company's prospects must be evaluated with a view
to the risks encountered by a company in an early stage of
development, particularly in light of the uncertainties relating
to the new and evolving manufacturing methods with which the
Company intends to operate and the acceptance of the Company's
business model. The Company will be incurring costs to develop,
introduce and enhance its products, to establish marketing
relationships, to acquire and develop product lines that will
compliment each other and to build an administrative
organization. To the extent that such expenses are not
subsequently followed by commensurate revenues, the Company's
business, results of operations and financial condition will be
materially adversely affected. There can be no assurance that
the Company will be able to generate sufficient revenues from
the sale of their modular buildings and related products. The
Company expects negative cash flow from operations to continue
for the next four quarters as it continues to develop and market
its business. If cash generated by operations is insufficient to
satisfy the Company's liquidity requirements, the Company may be
required to sell additional equity or debt securities. The sale
of additional equity or convertible debt securities would result
in additional dilution to the Company's stockholders.

The Company's quarterly operating results may fluctuate
significantly in the future as a result of a variety of factors,
most of which are outside the Company's control, including: the
demand for manufactured modular buildings; seasonal trends;
introduction of new government regulations and building
standards; local, state and federal government procurement
delays; general economic conditions, and economic conditions
specific to the modular building industry. The Company's
quarterly results may also be significantly impacted by the
impact of the accounting treatment of acquisitions, financing
transactions or other matters. Particularly at the Company's
early stage of development, such accounting treatment can have a
material impact on the results for any quarter. Due to the
foregoing factors, among others, it is likely that the Company's
operating results will fall below the expectations of the
Company or investors in some future quarter.

The Company's future success depends upon its ability to address
potential market opportunities while managing its expenses to
match its ability to finance its operations. This need to manage
its expenses will place a significant strain on the Company's
management and operational resources. If the Company is unable
to manage its expenses effectively, the Company's business,
results of operations, and financial condition will be
materially adversely affected.

GOODYEAR TIRE: Fitch Changes Ratings Outlook to Neg. from Stable
Fitch Ratings has changed the Rating Outlook on the debt ratings
of Goodyear Tire & Rubber Company to Negative from Stable. The
senior unsecured debt rating is maintained at 'BB+'.

The Rating Outlook change is driven by industry developments of
late which will significantly challenge GT's efforts to restore
profitability in the periods going forward. Recent indicators
point to a weaker than expected replacement tire volume market
shaping up in North America for the second half of 2002.
Moreover, costs of principal raw materials such as natural
rubber, synthetic rubber components, and oil have all increased
markedly through 2002 year to date. Although GT and the tire
industry in general have been exhibiting greater pricing
discipline over the past 18 months, Fitch expects that GT's
pricing flexibility going forward will likely be hampered by the
volume weak environment.

While Fitch recognizes the recently announced equity
contribution of 11.3 million shares mitigates the situation to
some extent, GT's comparatively under-funded pensions will still
likely require substantial funding contributions in the years

At June 30, 2002, GT had ample liquidity with $713 million in
cash plus $1.525 billion of undrawn bank commitments. The $775
million annual revolver piece of the bank commitment was
recently renewed in August and continues to be on an unsecured
basis. Both the recently renewed annual revolver and the August
2005 $750 million commitment have financial covenants which GT
was compliant with as of June 30, 2002. Further erosion in
profitability, however, risks tripping the interest coverage

INTEGRATED HEALTH: Settles Dispute Over GECC Equipment Leases
GE Capital Corporation Commercial Equipment Financing and
Integrated Health Services, Inc., and its debtor-affiliates are
parties to three Master Lease Agreements for equipment entered
in 1990, 1996 and 1997.

GECC, as lessor, assigned certain Schedules in the 1997 Master
Lease to LaSalle National Leasing Corporation and Diamond Lease
(U.S.A.), Inc. and act as fiscal agent for the assignees --
Schedules 009, 010 and 011 to LaSalle and Schedules 001, 002 and
003 to Diamond.

The total monthly rental payments under the three Master Leases
total $325,356.03 and IHS is in default under the Leases:

     -- $1,933,722.00 for postpetition rent; and

     -- $86,455.62 for unpaid and delinquent prepetition rental
        payments plus costs to buyout the leases, for which
        timely proofs of claim were filed.

Pursuant to a Court-approved Stipulation between GECC and the
Debtors, the Debtors are authorized to pay the $1,635,000
Settlement Amount on August 17, 2002.

Upon the Debtors' payment, the Lessors are deemed to have
transferred to the Debtors all of their right, title and
interest in all of the property subject to the Leases, as is,
where is, without representation or warranty, and free and clear
of all liens, claims and encumbrances.

The Leases are deemed terminated and of no further force or
effect as it pertains to the parties.

The Debtors and the Lessors are deemed to have mutually released
all claims.  The mutual releases will include proofs of claim
filed by or on behalf of the Lessors in the Debtors' bankruptcy
proceedings based upon the Leases, as well as any and all
avoidance or other claims of the Debtors arising under Chapter 5
of the Bankruptcy Code relating to the Leases.

This Stipulation of Settlement is a resolution of disputed
claims and is not a sale.  Upon the occurrence of the Effective
Date, the Lessors agree to execute bills of sale and UCC-3
termination statements with respect to the Lessors' liens on and
security interests in the Property.

Any taxes that may arise as a result of this Stipulation will be
paid by Lessors.

The parties agree to avoid litigation as to whether the subject
equipment leases are true leases or are financial arrangements.
(Integrated Health Bankruptcy News, Issue No. 43; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   

ITC DELTACOM: Delaware Court to Consider Plan on Oct. 10, 2002
On August 26, 2002, the U.S. Bankruptcy Court for the District
of Delaware approved the Disclosure Statement prepared by ITC
Deltacom to explain its Plan of Reorganization.  The Honorable
Mary F. Walrath found that the document contains adequate
information, within the meaning of 11 U.S.C. Sec. 1125, to allow
creditors to make informed decisions about whether to vote to
accept or reject the Plan.  

October 1, 2002 is the last day for the creditors to submit
their ballots electing to accept or reject the Plan. A hearing
to consider confirmation of the Plan will commence on October
10, 2002 at 3:00 p.m. Eastern time in Wilmington, Delaware.

Any Confirmation Objections must be filed with the Court before
4:00 p.m. on October 3, 2002. Copies must also be served on:

     (i) ITC Deltacom, Inc.
         1791 O.G. Skinner Drive,
         West Point, Georgia 31833
         Attn: Douglas A. Schumate, Esq.

    (ii) Co-Counsel to the Debtor
         Richards, Layton & Finger, P.A.
         One Rodney Square
         P.O. Box 551
         Wilmington, Delaware 19899
         Attn: Mark D. Collins, Esq.


         Latham & Watkins
         885 Third Avenue
         Suite 1000
         New York, NY 10022
         Attn: Mark N. Flics, Esq.

   (iii) the Office of the United States Trustee
         844 King Street, Suite 2313
         Lockbox 35
         Wilmington, Delaware 19801-3519
         Attn: Julie Compton, Esq.

    (iv) Co-Counsel to the Creditors' Committee
         Fried, Frank, Harris, Shriver & Jacobson
         One New York Plaza
         New York, NY 10004
         Attn: George B. South III, Esq.

         Blank Rome, Comisky & McCauley LLP
         Chase Manhattan Center
         1201 Market Street, Suite 800
         Wilmington, Delaware 19801
         Attn: Mark J. Packel, Esq.

     (v) Counsel to the Agent Under the Credit Agreement
         Torys LLP
         237 Park Avenue
         New York, NY 10017-3142
         Attn: Emmanuel Grillo, Esq.

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

KITTY HAWK: Now Targeting Oct. 1, 2002 Effective Date for Plan
As previously reported, on or about May 1, 2000, Kitty Hawk,
Inc., and all of its subsidiaries filed voluntary petitions for
relief under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the Northern District of
Texas, Fort Worth Division. These proceedings are being jointly
administered under case No. 400-42141-BJH-11.

On August 5, 2002, the Bankruptcy Court entered an order dated
August 5, 2002 confirming the Debtors' Final Joint Plan of
Reorganization dated August 2, 2002, with certain modifications.
The Plan provides that the effective date of the Plan was to
occur on or before September 1, 2002.

The Company is now prepared to consummate the Plan immediately
upon obtaining from the Department of Transportation a
determination that the post-confirmation ownership of the
Company's common stock satisfies the statutory ownership
limitations applicable to U.S. air carriers and that the
reorganized Company meets the DOT's air carrier fitness
requirements. The DOT has expressed concern about the amount of
foreign ownership of the common stock to be issued by the
Company at the effective date, and the Company is working
diligently to resolve those concerns. The DOT has stated that
once the foreign ownership issue is resolved, the Company will
be fit to continue to hold its air carrier certificate.

Under federal law, at least 75% of the voting stock of a U.S.
air carrier must be owned or controlled by U.S. citizens. The
Company's Amended and Restated Certificate of Incorporation
restricts the aggregate voting power of all non-U.S.-citizen
holders to 22.5% of the total of votes cast on any matter
submitted to a stockholder vote. That restriction was deemed
satisfactory by the DOT in previous reviews when the Company's
stock was traded on NASDAQ and readily available for purchase by
foreign interests.

A significant part of the Company's Senior Secured Notes is held
by investment funds that are partnerships with one or more non-
U.S.-citizen limited partners, although in most cases the
investment funds are controlled by U.S.-citizen general
partners. The DOT is concerned that stock to be issued to
those funds, which do not qualify under federal law as U.S.
citizens because one or more partners are not U.S. citizens, and
whose voting power is limited by the Company's Amended and
Restated Certificate of Incorporation, may nevertheless exceed
the amount of non-U.S. equity interest that the DOT should
approve. The Company believes it will be able to successfully
resolve this issue and obtain the necessary approval from the
DOT by October 1, 2002.

As a result, on September 16, 2002, the Company filed a motion
with the Bankruptcy Court to modify the last date on which the
Plan may go effective from September 1, 2002 to October 1, 2002.

KMART CORP: Uniform Non-Core Asset Bidding Procedures Approved
Judge Sonderby entered an Order approving Kmart Corporation's
proposed standing bidding procedures and bid protection to be
utilized in connection with dispositions of non-core assets.

Under the Bidding Procedures:

(a) only Qualified Bidders may participate in the asset sales
    process.  Qualified Bidders are those who deliver to the

     (1) an executed confidentiality agreement in form and
         substance satisfactory to the Debtors;

     (2) current audited financial statements or other financial
         information of the bidder or its equity holders
         demonstrating the bidder's financial capability to
         consummate a Sale of assets, as determined by the
         Debtors in their sole discretion; and

     (3) a preliminary, non-binding proposal identifying:

           * the assets to be purchased;
           * the purchase price range;
           * the nature and extent of any due diligence it
             wishes to conduct;
           * any conditions it may wish to impose; and
           * financial information demonstrating its ability to
             consummate the sale.

    Qualified Bidders may be allowed to conduct due diligence on
    the assets;

(b) in order for a bid to be a Qualified Bid, that bid must be:

    (1) in the form of an asset purchase agreement acceptable to
        the Debtors;

    (2) accompanied by a good faith deposit equal to at least
        10% of the value of the bid;

    (3) accompanied by a financing commitment or other evidence
        of ability to consummate the transaction; and

    (4) received by the Debtors prior to the Bid Deadline.

    By making a bid, a bidder will be deemed to have agreed to
    keep this offer open until the earlier of:

     --- 2 business days after the assets upon which the bidder
         is bidding have been disposed of pursuant to the
         Bidding Procedures; and

     --- 30 days after the Sale Hearing;

(c) in order to induce Qualified Bidders to submit offers to the
    Debtors, the Debtors offer to the first Qualified Bidder, as
    Bid Protection:

     (1) the right to receive a termination fee equal to no more
         than 2% of the cash value of the Qualified Bid in the
         event another Qualified Bidder ultimately is the
         Successful Bidder and that transaction closes; and

     (2) a reasonable and documented expense reimbursement of up
         to $50,000, likewise payable only in the event the
         Debtors close on a higher or otherwise better offer
         submitted by a competing bidder;

    The termination fee would not be offered with respect to
    insiders, nor will the Bid Protection be granted more than
    once as to any particular asset;

(d) If one or more Qualified Bidders submit Qualified Bids
    acceptable to the Debtors prior to expiration of the Bid
    Deadline, the Debtors will file with this Court and serve a
    copy of the first Qualified Bid upon these parties:

       (i) counsel for the Debtors' DIP Lenders;

      (ii) counsel to the official committees;

     (iii) the U.S. Trustee;

      (iv) entities which have an Interest in the assets to be
           sold; and

       (v) federal, state, and local regulatory or taxing
           authorities or recording offices which have an
           interest in the sale transaction;

(e) If the Debtors receive more than one Qualified Bid for a
    particular asset or pool of assets, the Debtors may conduct
    an Auction on the date as the Debtors may determine.  
    Bidding at the Auction will commence with the highest or
    otherwise best Qualified Bid mid continue in a manner as the
    Debtors may determine will result in the highest or
    otherwise best offer;

(f) At the conclusion of the bidding, the Debtors will announce
    the Successful Bidder.  The Debtors may:

    (1) determine, in their business judgment and in
        consultation with the representatives of the Committees,
        which Qualified Bid is the highest or otherwise best
        offer; and

    (2) reject at any time before entry of an order of the Court
        approving a Qualified Bid any bid that, in the Debtors'
        reasonable business judgment and after consulting the
        Committees, is:

         --- inadequate or insufficient;

         --- not in conformity with the requirements of the
             Bankruptcy Code, the Bidding Procedures, or the
             terms and conditions of the sale; or

         --- contrary to the best interests of the Debtors,
             their estates and their creditors;

(g) The Debtors will submit any Successful Bids to this Court
    for approval at the omnibus hearing directly following the
    determination of a Successful Bid --- the Sale Hearing;

(h) The Debtors will be deemed to have accepted a bid only when
    the bid has been approved by the Court at the Sale Hearing.
    Upon failure to consummate any sale because of a breach or
    failure on the part of any Successful Bidder, the Debtors
    will select the next highest or otherwise best Qualified Bid
    to be the Successful Bid without further order of the Court.
    (Kmart Bankruptcy News, Issue No. 33; Bankruptcy Creditors'
    Service, Inc., 609/392-0900)

DebtTraders says that Kmart Corp.'s 9% bonds due 2003 (KM03USR6)
are trading at 17 cents-on-the-dollar. See  
real-time bond pricing.

LECTEC CORP: Nasdaq SmallCap Listing Hearing Set for October 17
LecTec Corporation (Nasdaq:LECT) received a letter from The
Nasdaq Stock Market setting a hearing date of October 17, 2002
in connection with its potential removal from The Nasdaq
SmallCap Market. The hearing is to be held before the Nasdaq
Listing Qualifications Panel. In the letter, Nasdaq informed the
Company that, in the event the Panel determines to remove the
Company's securities, the Company would not be notified until
the removal has become effective.

There can be no assurance that the Panel will grant the
Company's request for continued listing. In the event that the
Company is removed from the Nasdaq SmallCap Market, the Company
anticipates that its securities will qualify for quotation on
the Nasdaq OTC Bulletin Board.

"In effect we have approximately 30 days to communicate a plan
and/or provide evidence that we will be able to satisfy our
Nasdaq listing compliance requirements. We believe we are
providing such evidence to Nasdaq. After reviewing our case, we
are hopeful Nasdaq will accept it as substantiation of our
ongoing ability to meet our SmallCap listings requirements,
based on the active discussions in which we are engaged, "
commented Rodney A. Young Chairman, CEO and President of LecTec

LecTec is a health care and consumer products company that
develops, manufactures and markets products based on its
advanced skin interface technologies. Primary products include a
full line of over-the-counter therapeutic patches for muscle
aches and pain, insect bites, minor skin rashes, cold sores,
coughs due to colds and minor sore throats, psoriasis, and its
new products NeoSkin Rejuvenation and TheraPatch Sinus &

LEVI STRAUSS: Balance Sheet Insolvency Nears $1 Billion Mark
Levi Strauss & Co., announced financial results for the third
fiscal quarter ended August 25, 2002. The company's sales trends
improved significantly this quarter, reflecting the continuing
effectiveness of its business turnaround strategies.

Third-quarter net sales grew 3.5 percent to $1,018 million
compared to $984 million in the third quarter of 2001. Had
currency rates remained constant at 2001 levels, net sales would
have increased approximately 1 percent for the period.

At August 25, 2002, the Company's balance sheet shows a total
shareholders' equity deficit of about $955 million.

"Our positive third-quarter results are driven primarily by new
products and effective retail programs," said Chief Executive
Officer Phil Marineau. "We're doing what we said we'd do --
significantly improving our sales trends in the back half of the
year. Based on strong retail orders and consumer sales, we're
encouraged about the fourth quarter. Despite the sluggish
economic and retail conditions worldwide, we're on track to
stabilize sales by year-end, positioning us for growth in 2003.

"In the United States, our product innovation is resonating with
consumers. The new fits and finishes in the revitalized
Levi's(R) jeans line are selling strongly, and the Dockers(R) Go
Khaki(TM) with Stain Defender(TM) also is doing well," said
Marineau. "In Europe, where we've grown five out of the last six
quarters, we've taken swift action to become more price
competitive in our basic jeans. Our Levi's Girls' business is
doing well there, and we've received a very good reception to
our new jeanswear finishes. Product innovation, improved retail
presentation and marketing programs continue to fuel Asia's

Third-quarter gross profit improved to $414 million, or 40.7
percent of sales, which compares to $399 million, or 40.6
percent of sales, in the third quarter of 2001. Included in 2002
gross profit is $4 million of restructuring-related expenses
associated with the previously announced closure of
manufacturing plants in the United States and Scotland.
Excluding restructuring-related expenses, gross profit for the
third quarter of 2002 was $418 million, or 41.1 percent of
sales. Gross margin is in line with the company's full-year
target range of 40-42 percent.

Operating income for the quarter rose 4 percent to $97 million
compared to $93 million in the prior-year period. In the third
quarter of 2002, the company reversed $16.6 million of
restructuring charges taken in earlier periods. Excluding the
reversals and restructuring-related expenses, operating income
for the third quarter of 2002 declined to $84 million, primarily
reflecting higher incentive compensation costs in 2002 versus

EBITDA, which the company defines as operating income excluding
depreciation and amortization, was $115 million, or 11.3 percent
of sales. This compares to $112 million, or 11.4 percent of
sales, in the third quarter of 2001. Excluding the reversals and
restructuring-related expenses, EBITDA for the third quarter of
2002 was $102 million, or 10.0 percent of sales.

Third-quarter net income declined 9 percent to $14 million
versus $15 million in the third quarter of 2001. Excluding the
reversals and restructuring-related expenses, net income for the
third quarter of 2002 was $7 million. Higher incentive
compensation costs, a higher effective tax rate and the impact
of currency volatility on the company's foreign currency
management activities were partially offset by lower interest

As of August 25, 2002, total debt stood at $1.96 billion, which
compares to $1.86 billion as of May 26, 2002 and $1.96 billion
as of the fiscal year ended November 25, 2001.

"We delivered good results on the top line and solid margins
this quarter," said Bill Chiasson, chief financial officer.
"During the past twelve months, we've paid down $197 million of
debt. As expected, debt levels rose during the third quarter of
this year, primarily reflecting our seasonal working capital
needs, as well as the deployment of cash flow toward plant
closures. As we've noted in the past, we expect the savings from
the closures will make us more competitive, allowing us to
direct more resources toward the product, marketing and retail
initiatives that are driving our turnaround."

Levi Strauss & Co., is one of the world's leading branded
apparel companies, marketing its products in more than 100
countries worldwide. The company designs and markets jeans and
jeans-related pants, casual and dress pants, shirts, jackets and
related accessories for men, women and children under the Levi's
and Dockers brands.

LIFELINE BIOTECHNOLOGIES: Pursuing Various Funding Alternatives
Lifeline BioTechnologies (NQB:LBTI), a company that is
developing several women's cancer detections systems, has
initiated a pilot study with a Midwestern medical school to
examine the effects of blood flow of cancerous and benign

William Reeves, president of Lifeline, stated, "It is the breast
of premenopausal women which presents the greatest challenge in
breast cancer detection for anyone using any detection method."

The vague lumpiness often found in younger women presents a
challenge with all types of breast cancer detection systems.
Understanding this phenomenon will shed new light on early
breast cancer detection in these younger women by allowing
sharper distinction between cancerous lesions and benign
lesions, it is the benign lesions, which lead to unnecessary

Reeves also stated that the company had delivered one of its
newest versions of Lifeline's breast microendoscopes to a
hospital in London to be tested by a leading breast cancer
authority in Europe. The test protocol for Lifeline's ovarian
microendoscope has been submitted for an Internal Review Board  
approval. Upon IRB approval extensive studies are expected to

Jim Holmes, Lifeline's CEO, stated management estimates further
clinical testing of the Lifeline's breast detection system is
required before submission requesting Food & Drug Administration
(FDA) clearance for marketing. Current estimates suggest the
process of testing and FDA review could take up to 18 to 24
months to complete. Clinical trials will be undertaken following
the pilot study currently underway.

"Several U.S. companies, and a European company, have approached
Lifeline BioTechnologies expressing interest in selling their
products through Lifeline's distributor organization. This could
provide us with revenue opportunities," Holmes said.

Holmes cautioned that additional financing is required to
support the clinical testing and to establish distribution of
the prospective products mentioned above, and that various
funding alternatives are being pursued. He reported that the
financial audit continues and he is hopeful it will be completed
soon. Holmes commented that the SEC filings are expected to
follow completion of the audit.

LODGIAN: DDL-Kinser Seeks Stay Relief to Foreclose on Collateral
DDL-Kinser Partners LLC holds a valid and perfected first
mortgage on debtor Kinser Motel Enterprise's sole asset, a hotel
located in Bloomington, Indiana.  DDL is owed $2,500,000 in
principal, plus default interest of $300,000 and costs, which
have accrued since the case commenced.  The loan matured on
August 5, 2002.  In addition, $100,000 in 2001 real estate taxes
are due and owing.

According to David A. Rosenzweig, Esq., at Fulbright & Jaworski
LLP, in New York, the circumstances of this case mandate that
DDL be granted immediate relief so that DDL may foreclose its
mortgage lien and otherwise enforce its rights.  As of the
Petition Date, the Debtors are and remain in default under the
relevant loan documents by virtue of its failure to pay 2001
real estate taxes and its failure to keep and maintain the Hotel
in good condition and repair.  In that regard, the hotel is in
poor physical condition as a result of the substantial capital
expenditures that are needed for repairs, renovations and
refurbishment necessary to regain a mid-scale franchise
affiliation and a competitive market share and otherwise extend
the life of the property.  These necessary capital expenditures
could amount to as much as $3,000,000.

Mr. Rosenzweig notes that the most recent appraisal of the hotel
provides that the property is worth $2,700,000 in a liquidation,
and $3,350,000 as a going-concern.  The poor physical condition
likely worsens as time passes and the repairs, renovations and
refurbishment are deferred.  Thus, DDL is threatened severely by
the passage of time and the ongoing physical deterioration of
the property.

Mr. Rosenzweig concedes that a single asset case stands little
chance of success absent a consensual arrangement whereby the
secured debt is restructured or the debtor brings new money to
refinance the debt, in whole or in part.  Unfortunately, the
debtor Kinser and the very same hotel property went through a
prior Chapter 11 case in the early 1990's when the hotel was
part of the Servico group.  Thus, this is the second Chapter 11
case for this property in the past 10 years.  The loan was
restructured and extended in the Servico case, obviously to no

Mr. Rosenzweig observes that neither Kinser nor its parent
company, Lodgian, have offered to refinance DDL's secured debt,
either in whole or in part, or transfer the hotel to DDL.
Likewise, Kinser has made no offer of adequate protection for
DDL's interest in the real property during the case.  Kinser has
not made any postpetition payments of any kind to DDL.  All that
has happened during this Chapter 11 with respect this property
is that the hotel lost its "Holiday Inn" franchise due to its
poor physical condition.

Mr. Rosenzweig relates that DDL attempted to resolve the issues
between the parties consensually by seeking to enter into a cash
collateral stipulation that, among other things, would begin to
address the substantial capital expenditures that are needed to
protect and preserve this asset.  But Kinser ignored the cash
collateral issues and would not agree to make or reserve for the
substantial capital expenditures.  Similarly, long-term issues
could not be resolved since in that context Kinser also would
not adequately and timely address the capital expenditures
needed to stabilize the value of this Hotel and protect the
parties' investments.

The Debtors have now proposed a Plan under which the matured DDL
secured loan would receive a treatment that has yet to be
determined by the Debtors.  In that regard, the proposed
Disclosure Statement states that the Debtors are negotiating
with the various hotel lenders and hope to reach agreements.  
However, Mr. Rosenzweig points out that the proposed treatment
for the hotel lenders is left unclear.  The Plan and Disclosure
Statement do expressly provide that a hotel lender will receive,
at the option of the relevant debtor, either cash equal to 100%
of the allowed amount of its claim, the net proceeds of the sale
of the collateral, the return of the collateral, a new note in
the amount of the allowed claim or, if the lender votes to
reject the Plan, possibly a subsequent post-vote and post-
confirmation bifurcation of the claim under Section 506(a) of
the Bankruptcy Code based on the value of the collateral.  DDL
does not know what it will receive and, thus, cannot reasonably
analyze this Plan.

In the Disclosure Statement, however, the Debtors explain that
DDL's treatment is "anticipated" to be another 2-year forced
extension of the loan on a physically deteriorating asset
without any amortization of principal, and with interest payable
at a below market rate given the risk involved.  Mr. Rosenzweig
believes that the Debtors do not appear to recognize any accrued
default interest or costs in the amount of DDL's secured claim.
"Most distressing is the fact that the Debtors make no provision
for the substantial capital improvements that are necessary to
obtain a new franchise and salvage the value of this hotel
property," Mr. Rosenzweig notes.  The risk remains squarely with
DDL.  If this "anticipated" treatment takes form, it will be
unacceptable to DDL.

Immediate relief is justified under the Bankruptcy Code so that
DDL may take action to protect its mortgage.  Accordingly, the
Court should:

-- modify the automatic stay to enable DDL to commence and
   continue an action to foreclose DDL's mortgage and otherwise
   enforce its rights, claims and liens under applicable law;

-- direct Kinser to turn over to DDL the revenues being
   generated by the property which constitute cash collateral in
   which DDL holds a security interest; and

-- dismiss the Kinser Chapter 11 case. (Lodgian Bankruptcy News,
   Issue No. 16; Bankruptcy Creditors' Service, Inc., 609/392-

LORAL SPACE: Agrees to Joint Ownership of APSTAR-V Satellite
Loral Space & Communications (NYSE: LOR) announced that through
its Loral Orion subsidiary it has agreed with APT Satellite
Company Limited, Hong Kong, to participate on a 50-50 basis in
the ownership of the APSTAR-V satellite scheduled to enter
service in the third quarter of 2003.

Loral's capacity on the satellite will be designated Telstar 14.

Under manufacture by Space Systems/Loral, APSTAR-V is a high-
powered C/Ku-band hybrid satellite based on SS/L's 1300
platform. The new spacecraft will operate a total of 54
transponders, 38 C-band and 16 Ku-band at 138 degrees East
longitude. APSTAR-V will provide Ku-band voice, video and data
services to China, India and East Asia, and broadbeam C-band
services throughout the Asia-Pacific region, including Australia
and Hawaii. The new satellite also will be used to carry
entertainment and multimedia services for the main cities of
Asia to and from the U.S. through Hawaii.

The purchase price of $115 million, representing half of the
total cost of the satellite in orbit, for Loral's 50% interest
in the satellite (19 C-band and 8 Ku-band transponders) will be
paid in increments through 2008. $57.5 million will be paid
prior to launch and funded primarily from the liquidation of
existing launch deposits, as well as cash on hand. The second
$57.5 million will be paid in increments ramping from $10
million to $17 million annually beginning in the fourth quarter
of 2005.

This payment schedule is designed to coincide with the
anticipated utilization on the satellite. Further, this
transaction does not change Loral's projected cash and capital
expenditure plans through 2004.

To ensure a timely launch of APSTAR-V in 2003, Loral and APT
have agreed that, if a U.S. license to launch the satellite on
board a Chinese Long March rocket has not been secured by
September 30, 2002, a Western launch provider will be used.

"This is a low-risk opportunity for Loral to add attractive
capacity over time, at very favorable terms," said Bernard L.
Schwartz, chairman and chief executive officer of Loral. "With
no change to our funding requirements, we are increasing our
revenue potential earlier than expected. From an operating
perspective, the addition of Telstar 14 to Loral's fleet
supplements our existing capacity over Asia, where we currently
have one satellite, Telstar 10, operating at a capacity
utilization rate in excess of 75 percent. Telstar 14's wide
coverage area is well suited to broadcast, broadband and
government opportunities from India to China to the U.S. via
Hawaii - all markets we've identified as having high growth

APT Satellite Company Ltd., is a major international satellite
operator in Asia, and is owned by a consortium of Asian
companies in Mainland China, Taiwan, Thailand, and Singapore. It
provides high quality satellite transponder and
telecommunications services for international and Asia-Pacific
broadcasting and communications organizations.

Loral Space & Communications is a high technology company that
concentrates primarily on satellite manufacturing and satellite-
based services. For more information, visit Loral's Web site at  

                         *     *     *

As reported in Troubled Company Reporter's Sept. 23, 2002
edition, Standard & Poor's lowered its senior unsecured
debt rating on Loral Space & Communications Ltd. to triple-'C'-
minus from triple-'C'-plus and its senior unsecured debt rating
on the company's wholly-owned subsidiary Loral Orion Inc. to
triple-'C'-plus from single-'B'. These downgrades were based on
concern about Loral's liquidity and weak customer demand in the
company's satellite leasing and manufacturing businesses.

Standard & Poor's also lowered its corporate credit rating on
Loral to double-'C' from single-'B' and its preferred stock
rating on the company to single-'C' from triple-'C', and placed
the ratings on CreditWatch with negative implications. These
rating actions follow the company's commencement of an offer to
exchange cash and common stock for each share of its series C
and series D preferred stock.

DebtTraders says that Loral Space & Communications Ltd.'s 9.50%
bonds due 2006 (LOR06USR1) are trading at 64 cents-on-the-
dollar. For real-time bond pricing, see

LTV CORP: Asks Court to Okay Stipulation re Tubular's Financing
LTV Corporation, as borrower, JPMorgan Chase Bank, as agent and
a postpetition lender, and Abbey National Treasury Services plc,
as co-agent and a postpetition lender, ask Judge Bodoh to
approve their Stipulation and Agreed Order modifying the Court's
prior Orders with respect to the postpetition financing for LTV

The parties reviewed the history of the postpetition borrowings
under this credit facility and the DIP Credit Agreement, and the
Court's ultimate approval of each of them.  As part of the APP,
the Debtors sought and obtained approval of a postpetition
financing facility specifically to fund the operations of LTV
Steel Company's and Georgia Tubing Corporation's structural
tubing business, generally called LTV Tubular.  This agreement
was later modified by the APP to permit the Debtors to continue
to use loan proceeds according to the term of the Approved
Budget included with the APP, as subsequently amended.

Now, the Banks and LTV have agreed to a budget that will allow
the Debtors to continue to implement the APP after September 13,
2002, to and including December 13, 2002.  In order to prepare
for the final repayment of their obligations under the existing
DIP Facility, the Debtors believe it prudent to establish
mechanisms for final repayment, as well as to clarify the
application of certain provisions in the Financing Modification
Order upon full repayment of their obligations to the existing
DIP Lenders.

The terms of the new modification embodied in an Agreed
Financing Modification Order presented to Judge Bodoh are:

(1) The parties agree that the Debtors have an immediate need to
    modify the terms and conditions of the existing DIP
    Financing and the Tubular Financing with the consent of the
    requisite existing DIP Lenders and the Tubular DIP Lenders;

(2) The Debtors will be deemed to have repaid all Loans
    outstanding under the existing DIP Credit Agreement, when:

      (i) the Debtors pay all outstanding principal, along with
          any accrued but unpaid interest;

     (ii) the Debtors deposit into the Letter of Credit Account
          an amount of cash equal to 105% of the undrawn amount
          of outstanding Letters of Credit;

    (iii) the Debtors have paid the Agent or the Co-Agent, as
          the case may be, all outstanding fees and expenses
          incurred by the Agent and the Co-Agent; and

     (iv) the Debtors implement the Professional Fee Surcharged
          in the original Financing Order, as modified, by
          segregating the aggregate amount under any Approved
          Budget of all amounts budgeted, but not yet paid, for
          APP Fees and Disbursements, as well as any amounts for
          accrued but unpaid APP Fees and Disbursements under
          the Subsequent Budget included with this Financing
          Modification Order, only to the extent that there are
          asset proceeds available after making the payments
          described in (i) through (iii).  This amount includes
          the budgeted amounts for the allowed and unpaid fees
          and disbursements of professionals retained by the
          Official Committee of Unsecured Creditors and the
          Official Committee of Noteholders.  The Debtors are
          only authorized to use the funds segregated for the
          Professional Fee Surcharge to pay the APP Fees and
          Disbursements.  The existing DIP Lenders will release
          their liens in the funds accrued for APP Fees and
          Disbursements immediately before making any payments
          out of that fund;

(3) Upon full repayment:

      (i) all of the existing DIP Lenders' liens and claims
          against the Debtors, except for:

          (x) the liens against and claims to the amounts on
              deposit in the in the Letter of Credit Account;

          (y) claims arising under the existing DIP Credit
              Agreement; and

          (z) solely in connection with (x) and (y), claims
              under the existing DIP Credit Agreement will be
              released and satisfied in full;

     (ii) the Government Regulation Reserved will remain in
          full force and effect; provided, however, that:

          (a) disbursements from the Government Regulation
              reserve will no longer be subject to the
              approvals of Chase, Abbey, or the existing DIP
              Lenders; and

          (b) the Debtors will not replenish the Government
              Regulation Reserve;

    (iii) the OD&M fund, which has been set aside in a grantor
          trust, will remain in full force and effect; and

     (iv) the Debtors will no longer be subject to certain
          limitations in the Credit Agreement, including the
          restrictions on making disbursements only in accord
          with an Approved Budget.

    Provided, however, that nothing in this Stipulation,
    including the release of liens and claims provided in it,
    will impair or affect any Debtor's subrogation rights, if
    any, that may exist under the existing DIP Credit Agreement
    or the DIP Order, or otherwise as a matter of law.  To the
    extent subrogation rights exist, and the subrogation rights
    would, as a matter of law, be entitled to the benefit of
    the existing DIP Lender's liens, these liens will not be
    deemed discharged by this Stipulation.  The Debtors, the
    Creditors' Committee, and the Noteholders Committee
    expressly reserve the right to oppose any alleged
    subrogation right;

(4) The Debtors will no longer be able to borrow additional sums
    under the existing Credit Agreement, but the required banks
    consent to the Approved Budget attached to this Stipulation
    and to the use of funds for those purposes, under the
    extended APP Plan through and including December 13, 2002;

(5) No later than the second business day after entry of an
    order approving this Stipulation, the Debtors must make a
    "voluntary" repayment in the amount of $12 million from cash
    of the Tubular Business.

Signatories to the Stipulation are N. David Bleisch for LTV
Steel Company, Inc.; Richard S. Toder, Esq., at Morgan Lewis &
Bockius LLP, in New York, counsel for JPMorgan Chase; and
Lindsee P. Granfield, Esq., at Cleary Gottlieb Steen & Hamilton,
in New York for Abbey National Treasury Services, plc.  No
objection to the Stipulation is indicated by the signatures of
Lisa G. Beckerman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, counsel for the Official Committee of Noteholders;
and Paul M. Singer, Esq., at Reed Smith, in Pittsburgh,
Pennsylvania, counsel for the Official Committee of Unsecured
Creditors. (LTV Bankruptcy News, Issue No. 37; Bankruptcy
Creditors' Service, Inc., 609/392-00900)

LUCENT TECHNOLOGIES: Bonds Weaken on 4th Quarter Sales Warning
DebtTraders analyst Peter Fitzpatrick, CFA, (1-212-247-5300)
said that Lucent Technologies' bonds continue to weaken after
the Company announced Friday that it expects its fiscal fourth
quarter revenue to slide down 25% to about $2.2 billion.

DebtTraders reports that Lucent Technologies' 7.70% bonds due
2010 (LU10USR1) are trading at 42 cents-on-the-dollar. See  
real-time bond pricing.

MEADOWCRAFT: Taps Bradley Arant as General Bankruptcy Counsel
Meadowcraft, Inc., asks authority from the U.S. Bankruptcy Court
for the Northern District of Alabama to retain and employ
Bradley Arant Rose & White LLP as its general bankruptcy

Bradley Arant maintains offices for the practice of law at One
Federal Place, 819 Fifth Avenue North, Birmingham, Alabama

Bradley Arant is expected to:

     a) give the Debtor legal advice with respect to its duties
        as debtors-in-possession in the continued operation of
        its business and management of its assets;

     b) prepare on behalf of the Debtor necessary motions,
        applications, answers, contracts, reports and other
        legal documents;

     c) perform any and all legal services on behalf of the
        Debtor arising out of or connected with the bankruptcy

     d) perform any and all other legal services for the Debtor
        including, any work arising out of labor matters,
        environmental mattes, and any and all litigation
        involving the Debtor;

     e) advise and consult with the Debtor for the preparation
        of all necessary schedules, disclosure statements and
        plans of reorganization; and

     f) perform all other legal services required by the Debtor
        in connection with the Debtor's chapter 11 case.

The Debtor desires to employ Bradley Arant at its regular hourly

          Partners               $215 to $365 per hour
          Associates             $160 to $275 per hour
          Legal Assistants       $ 90 to $130 per hour

The customary hourly rates for the Bradley Arant lawyers
primarily responsible for the Debtor's files are:

          John P. Whittington          Partner          $340
          Sherri T. Freeman            Partner          $265
          L. Susan Doss                Partner          $265
          Edward J. Peterson III       Associate        $180
          Lloyd Peeples                Associate        $170
          Lisa Moss                    Associate        $175
          Ann Smith                    Legal Assistant  $ 90

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.

MERRILL LYNCH: Fitch Affirms Low-B Ratings on Class E & F Notes
Fitch Ratings upgrades Merrill Lynch Mortgage Investors, Inc.'s
commercial pass-through certificates, series 1995-C3 $32.2
million class C is upgraded to 'AA' from 'AA-' and $38.6 million
class D to 'BBB+' from 'BBB'. Fitch affirms the remaining rated
classes: $181.3 million class A-3, notional IO-2, and $38.6
million class B at 'AAA', $45.05 million class E at 'BB-' and
$28.96 million class F at 'B-'. Fitch does not rate the $15.4
million class G, and classes A-1 and A-2 have paid off. The
rating upgrades and affirmations follow Fitch's annual review of
the transaction, which closed in November 1995.

The ratings upgrades are due to increased subordination levels
resulting from collateral paydown and consistent pool
performance since Fitch's last review. As of the September 2002
distribution date, the transaction's aggregate principal balance
has been reduced by 41%, to $380 million from $643.6 million at
issuance, a further 13% since Fitch's last review.

GMAC Commercial Mortgage, as master servicer, provided year-end
2001 operating information for 77% of the loans by total loan
balance. The weighted average debt service coverage ratio  for
the loans (72%) that reported in both 2001 and 2000 was 1.49x at
YE 2001, 1.48x at YE 2000 and 1.32x at issuance. Approximately
5% of the pool had DSCRs less than 1.00x at year-end 2001, a
decrease from the 8.9% at Fitch's last review.

There are currently four loans in special servicing comprising
3.1% of the deal. These include one real estate owned (REO) loan
and three loans that are over 90 days delinquent. These
specially serviced loans represent the only delinquent loans in
the pool.

The REO loan is located in Atlanta, Georgia, and collateralized
by a hotel property outside of Six Flags amusement park. The
loan transferred to special servicing in 1998 and became REO in
January 1999 via a deed-in-lieu of foreclosure. The hotel
competes with newer, better located properties. The property is
currently being marketed for sale and Fitch assumed a small loss
associated with the eventual disposition.

The three 90-day delinquent and specially serviced loans are
also collateralized by hotel properties. These properties are
located in Atlanta, GA, Memphis, TN and Nashville, TN. Fitch is
expecting losses of approximately $1.7 million associated with
the eventual disposition of the two Tennessee properties, while
the Georgia hotel is expected to return to the master servicer.
The borrower of the property has brought most of the payments
current and the special servicer, CRIIMI MAE Services, LP,
expects to return the loan to the master servicer in October

Fitch analyzed the entire pool and stressed the loans of concern
at high probability of default and loss severity, while the rest
of the pool was evaluated based on current performance. Loans of
concern include 7.8% of the total 13.8% on the master servicer's
watch list and the Georgia hotel expected to return to the
master servicer. The other delinquent hotels were liquidated.
After this re-modeling of the pool, the resulting required
subordination levels were lower than current levels for the
classes upgraded.

METALS USA: Eyes Emerging from Bankruptcy by October 31
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
to 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 fifteen
percent (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 above, it is
possible that the Company could emerge from bankruptcy on or
about October 31, 2002.

METROMEDIA FIBER: Enters Partnership Pact with Arsenal Digital
Metromedia Fiber Network, Inc. (MFN), the leading provider of
digital communications infrastructure solutions, announced that
Arsenal Digital Solutions (Arsenal) will provide MFN managed
services customers with enterprise-class storage solutions.  
Arsenal, the industry's leading Storage Service Provider, will
integrate the service as part of MFN's managed services offering
and the MFN Operations Platform.

Arsenal will provide MFN with its highly scalable, reliable, and
secure data backup and recovery solution that incorporates
proven technologies and best practices to ensure the
accessibility, protection, and performance that enterprise-class
applications require.  The agreement expands Arsenal's services
to the largest business markets in the United States.  MFN, one
of the nation's largest hosting companies, will allow Arsenal to
expand its footprint by offering on-site storage at three MFN
data centers, as well as leveraging MFN's fiber optic
infrastructure to offer remote storage, disaster recovery and
business continuity solutions to companies located in MFN's five
other data centers on the network.

"We are always searching for partnerships that make the most
sense for our customers and let us provide the value-added
services that they expect from MFN," said John Gerdelman,
president and chief executive officer, Metromedia Fiber Network.  
"Arsenal provides a top quality storage solution for our
customers that leverages both our metropolitan fiber network and
our suite of managed services.  Through this partnership, we are
able to expand our services offering without the capital
expenditure associated with developing and maintaining this

"We are excited to be partnering with MFN to expand the market
reach and footprint of Arsenal's managed storage services," said
Frank Brick, chairman and chief executive officer of Arsenal.  
"MFN's customers will gain access to the industry's leading and
most cost-effective enterprise-class storage solution in the

                         Service Availability

Arsenal's backup and recovery services are available immediately
throughout MFN's global network of state-of-the-art data centers
including locations in San Jose, Virginia, and New York.

MFN's Operations Platform provides all of the critical elements
needed to create and maintain a world-class Internet site
infrastructure including site architecture, hardware and
software selection, co-location, network connectivity and
ongoing management and services, all at a fixed monthly fee.
Additionally, the Operations Platform includes a 100-percent up-
time service level agreement, which gives companies the added
confidence of uninterrupted access to content and services 24x7.

MFN is the leading provider of digital communications
infrastructure solutions.  The Company combines the most
extensive metropolitan area fiber network with a global optical
IP network, state-of-the-art data centers, award-winning managed
services and extensive peering relationships to deliver fully
integrated, outsourced communications solutions to Global 2000
companies.  The all-fiber infrastructure enables MFN customers
to share vast amounts of information internally and externally
over private networks and a global IP backbone, creating
collaborative businesses that communicate at the speed of light., Inc., a subsidiary of MFN and the original neutral
Internet exchange, offers secure, Class A co-location facilities
where ISPs and other Internet-centric companies can form public
and private peering relationships with each other, and have
access to multiple telecommunications carriers for circuits
within each facility.

On May 20, 2002, Metromedia Fiber Network, Inc., and most of its
domestic subsidiaries commenced voluntary Chapter 11 cases in
the United States Bankruptcy Court for the Southern District of
New York. For more information on MFN, please visit its Web site

Arsenal Digital Solutions is a leading Storage Service Provider
focused on helping its customers -- from start-ups to large
enterprises - solve their data storage and management needs.
Leveraging its proven storage and security expertise, Arsenal
delivers a comprehensive and flexible suite of managed storage
services. Arsenal's solutions are available through leading
Internet Data Centers across the United States.

Headquartered in Durham, N.C., and founded in August 1998,
Arsenal is a privately held, venture-backed company. For more
information on Arsenal Digital, its solutions and services,
visit the company Web site at

Metromedia Fiber Network's 10% bonds due 2009 (MFNX09USR1) are
trading at less than penny on the dollar, DebtTraders says. See
for real-time bond pricing.

MIDLAND REALTY: Fitch Affirms Low-B Class G & J Note Ratings
Fitch Ratings upgrades Midland Realty Acceptance Corp.'s,
commercial mortgage pass-through certificates, series 1996-C1 as
follows: $26 million class C to 'AA' from 'A+'; $14.8 million
class D to 'A' from 'A-'; $5.6 million class E to 'BBB+' from
'BBB'; and $7.4 million class F to 'BBB' from 'BBB-'. In
addition, Fitch affirms the following classes: $22.8 million
class A-2; $91.8 million class A-3, interest-only class A-EC and
$20.4 million class B at 'AAA'; $18.6 million class G at 'BB';
and $11.1 million class J at 'B'. The $5.6 million class H,
$11.1 million principal-only class K-1 and interest-only class
K-2 are not rated by Fitch. The rating upgrades and affirmations
follow Fitch's annual review of the transaction, which closed in
September 1996.

The upgrades reflect the significant increase in subordination
levels due to amortization and loan payoffs. As of the August
2002 distribution date, the transaction's aggregate principal
balance has decreased approximately 37% to $235.3 million from
$371.1 million at issuance.

The certificates are collateralized by 97 fixed-rate mortgage
loans, consisting primarily of multifamily (32% by balance),
retail (33%), office (12%), and healthcare (8%) properties, with
significant concentrations in California (11%), Texas (10%),
Illinois (9%) and New York (9%).

The master servicer, Midland Loan Services, collected operating
statements for approximately 91% of the loans remaining in the
pool. The year-end 2001 weighted-average debt service coverage
ratio is 1.66 times compared to 1.70x for YE 2000 and 1.44x at

Twelve loans (8.9%) are currently in special servicing,
including two that are real estate owned. The two REO loans and
one 90-day delinquent loan (4%) are health care properties.
Fitch expects these loans to incur losses. Another specially
serviced loan (0.9%) is a Ramada Inn with declining performance.
Midland, the special servicer, is gathering information to
determine the appropriate workout for this loan.

Eleven cross-collateralized and cross-defaulted Frank's Nursery
& Craft Stores became delinquent when the borrower for these
loans filed for bankruptcy protection on February 19, 2001. Four
of the weaker properties have been sold, leaving seven (2.7%)
loans in the transaction. Midland agreed to modify the terms of
the seven loans. The modification includes reduced interest
payments and an extension of the maturity dates, bringing past
due advance interest current and putting the remaining expenses
in a B note. Fitch does not expect losses associated with these
loans, as they are current and performing.

Fitch will continue to monitor the performance of this

MORGAN STANLEY: S&P Ups Low-B Ratings on Classes E & F to BB+/B
Fitch Ratings upgrades Morgan Stanley Capital I Inc.'s
commercial mortgage pass-through certificates, series 1996-C1 as
follows: $18.7 million class C to 'AAA' from 'AA-'; $17 million
class D-1 to 'A+' from 'BBB+'; $5.1 million class D-2 to 'A-'
from 'BBB'; $18.7 million class E to 'BB+' from 'BB' and $13.6
million class F to 'B' from 'B-'. In addition, Fitch has
affirmed the rating on the $93.2 million class A, $20.4 million
class B and interest-only class X at 'AAA'. Fitch does not rate
the $7 million class G. The upgrades and affirmations follow
Fitch's annual review of the transaction, which closed in March

The rating upgrades are due in part to the high weighted average
debt service coverage ratio of the pool, the increase in credit
enhancement levels and the low number of delinquent and
specially serviced loans since issuance. As of year-end 2001,
the weighted average DSCR was 1.78 times. The weighted average
DSCR was calculated using financial statements collected by the
master servicer, Wells Fargo for 100% of the loans remaining in
the pool. The comparable weighted average DSCR for the pool has
increased to 1.81x, from 1.79x as YE 2000 and 1.55x at issuance
(84% reported all three years).

Since issuance the transaction's aggregate balance has been
reduced by 43.1% to $193.8 million from $340.5 million.
Currently the pool is collateralized by 64 commercial mortgage
loans. Significant property type concentrations include retail
(32%), multifamily (31%) and self-storage (19%) loans. The
properties are well diversified throughout the country with
significant concentrations in California (16%), Maryland (13%)
and Florida (11%).

Concerns in this transaction include one loan in special
servicing and one loan with a DSCR below 1.0x. The loan in
special servicing is a $1.6 million apartment complex located in
Las Cruces, NM, which is currently in foreclosure. The property
originally transferred to the special servicer due to payment
default in August 2000. The borrower has signed a forbearance
agreement while he markets the property for sale but at this
time no offers have been received. The remaining loan of concern
($2.3 million in total) has a DSCR below 1.0x due to occupancy
issues at the properties. While the property is of concern the
borrower has kept the loan current.

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

MSU DEVICES: Obtains Commitment of Secured Bridge Loan Financing
MSU Devices Inc., (OTCBB:MUCP) has received commitments to
purchase a minimum of $250,000 of its 11.5% Secured Notes in a
private placement thereby fulfilling the Company's funding
requirements pursuant to the amended 11.5% Note Purchase

The major terms and conditions of the 11.5% Note Purchase
Agreement, as amended, are as follows:

     1.  The due date of the 11.5% Notes is now December 31,
2002 and the Company will continue to market the 11.5% Note
issue so long as the maximum amount of the 11.5% Notes allowed
under the 11.5% Note Purchase Agreement of $3 million has not
been reached. Currently there is $2,175,000 principal amount of
11.5% Notes outstanding.

     2.  The Company's 11.5% Notes and Paid Equity Warrants sold
since December 2001 will be convertible into common shares of
the Company at $0.02 per common share, or 50 common shares per
$1.00 invested, pursuant to anti-dilution clauses and pursuant
to at least 80% of the 11.5% Notes in the current $250,000 round
and previous $150,000 round of financing being raised from
holders of Paid Equity Warrants and 11.5% Notes.

     3.  The 11.5% Notes are convertible into commons shares at
the option of MSU Devices if the Company successfully completes
the following:

          --  Conversion of the Paid Equity Warrants at the
conversion price described above.

          --  Conversion of at least 70% of the Company's
current accounts payables outstanding of approximately $750,000,
and current long-term debt of approximately $1,000,000 into
common shares at a price of $0.02 per common share, or 50 common
shares per $1.00 of indebtedness.

          --  Convenes a shareholder meeting no later than
December 31, 2002 and obtains shareholder approval to: (i)
increase the authorized capital of the company to allow for the
conversions outlined above, and (ii) reverse split the common
stock of the Company such that after the reverse split, assuming
all accounts payables, 11.5% Notes, long-term debt and Paid
Equity Warrants are converted into common shares of the Company,
there will be no more than 5,000,000 outstanding common shares

          --  Obtains shareholder approval for an employee stock
option plan for a maximum of 750,000 share options.

If the Company's accounts payables ($750,000), 11.5% Notes
(assuming $2.5 million outstanding), long-term debt ($1 million)
and Paid Equity Warrants ($1.4 million) are converted into
common shares, the Company will have on a fully diluted basis
between 300 and 360 million common shares outstanding which
would suggest a reverse split ratio of approximately 60-70
existing shares for every common share in order to arrive at a
maximum of 5 million shares outstanding after the reverse split
outlined above.

In the event of a default by the Company under the terms and
conditions of the 11.5% Note Purchase Agreement the holders of
the 11.5% Notes can accelerate the maturity of the 11.5% Notes
and can elect to exercise their first priority lien on the
assets of the Company, including intangible assets and
intellectual property. The security pledged to the 11.5% Notes
will remain in effect until the Company has satisfied all the
terms and conditions of the 11.5% Note Purchase Agreement.

The 11.5% Notes, as well as the common stock into which the
notes are convertible, have not been registered under the
Securities Act of 1933, as amended, and may not be offered or
sold in the Unites States absent registration or an applicable
exemption from registration requirements. This announcement does
not constitute an offer to sell or the solicitation of offers to
buy any security and shall not constitute an offer,
solicitation, or sale of any security in any jurisdiction in
which such offer, solicitation, or sale would be unlawful. This
press release is being issued pursuant to and in accordance with
Rule 135c under the Securities Act of 1933, as amended.

NETIA HOLDINGS: Signs Managerial Contracts with CEO and CFO
Netia Holdings S.A., (Nasdaq: NTIAQ, WSE: NET) Poland's largest
alternative provider of fixed-line telecommunications services,
has signed managerial contracts with Wojciech Madalski, its new
President and CEO, for an indefinite period of time.

In addition, the Company and some of its subsidiaries have
extended until December 31, 2003, largely on unchanged terms,
the existing managerial contracts with Avraham Hochman, member
of the management board and Chief Financial Officer, and
consulting agreement with a company controlled by Mr. Hochman.

The terms of these agreements were approved by the Company's
supervisory board.

Netia Holdings SA's 13.125% bonds due 2009 (NETH09NLN1) are
trading at 18 cents-on-the-dollar, DebtTraders reports. See
for real-time bond pricing.

NETMANAGE INC: Regains Compliance with Nasdaq Listing Guidelines
NetManage, Inc. (Nasdaq:NMGDE), experts in host access and
integration solutions, announced that on Sept. 18, 2002 it
received a letter from The Nasdaq Stock Market, Inc., confirming
that the Company has met the minimum bid price requirements and
stating that the Company's securities will continue to be listed
on the Nasdaq National Market. Continued listing is subject to
the Company filing its Form 10-Q for the period ending June 30,
2002 and all amended public reports required to be filed with
the Securities and Exchange Commission and Nasdaq on or before
Nov. 1, 2002 and otherwise continuing to comply with all other
continued listing requirements of The Nasdaq National Market.

"We are pleased to remain on the Nasdaq National Market. Our
balance sheet remains strong with over $30 million in cash and
no debt at the end of our second quarter," said Zvi Alon,
president, chairman and CEO of NetManage. "The re-audit,
coinciding with our change in auditors from Arthur Andersen,
continues but it is important to note that we do not anticipate
that it will materially impact the preliminary second quarter
results which we announced on July 24, 2002."

Founded in1990, NetManage, Inc. (Nasdaq:NMGDE), experts in host
access and integration solutions, provides software and
consulting services to extend and maximize a company's
investment in existing legacy systems and applications.
NetManage offers a full range of host access and host
integration software and services for mid-size and Global 2000
enterprises. NetManage has more than 30,000 customers including
480 of the Fortune 500. NetManage sells and services its
products worldwide through its direct sales force, international
subsidiaries, and authorized channel partners. NetManage is
headquartered in Cupertino and has offices worldwide. For more
information, visit

NEXTEL COMMS: James Mooney Resigns as Chief Operating Officer
DebtTraders analyst Peter Fitzpatrick, CFA, (1-212-247-5300),
said that Nextel Communications' Chief Operation Officer James
Mooney is leaving the company by month's end.

DebtTraders reports that Nextel Communications' 13% bonds due
2007 (NXTL07USR2) are trading at 46 cents-on-the-dollar. See
for real-time bond pricing.

NORTEL NETWORKS: Wins $40-Mill. China Unicom Expansion Contracts
China Unicom, China's leading alternate wireless operator, has
selected Nortel Networks (NYSE:NT)(TSX:NT.) for an estimated
US$40 million expansion of its GSM networks in the autonomous
regions of Xinjiang Uygur and Ningxia Hui, the province of
Shanxi, and the municipality of Chongqing.

This expansion will help position China Unicom to address
growing demand for wireless services by increasing overall
network capacity to approximately 925,000 subscribers. It will
also enable China Unicom to drive optimized network performance,
and to create a platform for introduction of new wireless data

"Nortel Networks is very proud to have been chosen by China
Unicom to implement this major GSM network expansion," said
Robert Mao, president and chief executive officer, Nortel
Networks China. "We have already deployed GSM networks for China
Unicom in nine provinces and CDMA networks in seven, and this
latest expansion strongly endorses, yet again, the quality and
reliability of our wireless data networks and the services they

Nortel Networks solution for this latest China Unicom expansion
will include GSM switching, radio base station and transmission
systems. It will also feature integrated Signal Switching
Points, positioning China Unicom to offer personalized IP
(Internet Protocol) services like Virtual Private Networks to
help generate new revenues.

Nortel Networks has deployed wireless networks in 17 of China's
31 provinces. Nortel Networks has also deployed 80 GSM/GPRS
networks in 41 countries, enabling wireless data network
services for more than 50 operators.

China Unicom -- is one of  
China's two largest cellular communications operators. It
provides integrated telecommunications services that include
cellular communications, domestic and international long
distance, data, Internet and paging services. At the end of
2001, China Unicom's GSM subscriber base comprised over 27
million customers, its long distance services covered 304 major
Chinese cities, its IP telephony services reached 320 cities,
and its broadband data network, providing leased lines, frame
relay, ATM, virtual private network and Internet services,
covered 303 cities.

Nortel Networks is an industry leader and innovator focused on
transforming how the world communicates and exchanges
information. The company is supplying its service provider and
enterprise customers with communications technology and
infrastructure to enable value-added IP data, voice and
multimedia services spanning Metro and Enterprise Networks,
Wireless Networks and Optical Networks. As a global company,
Nortel Networks does business in more than 150 countries. More
information about Nortel Networks can be found on the Web at  

                         *    *    *

As reported in Troubled Company Reporter's September 20, 2002
edition, Standard & Poor's lowered its ratings on
telecommunications company Nortel Networks Ltd., including the
long-term corporate credit rating, which was lowered to single-
'B' from double-'B'-minus, following the company's August 27
announcement that revenues from continuing operations in the
third quarter of 2002 will be lower than previously forecast.
The outlook is negative.

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

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

NORTEL NETWORKS: S&P Downgrades Securitized Lease Rating to B
Standard & Poor's Ratings Services lowered its rating on Nortel
Networks Lease Pass-Through Trust to single-'B' from double-'B'-
minus. The outlook remains negative.

The rating on Nortel Networks Lease Pass-Through Trust is
dependent on the corporate credit rating of Nortel Networks
Ltd., which was lowered to single-'B' from double-'B'-minus on
September 18, 2002.

The pass-through trust certificates reflect security interests
in five single-tenant, office/research and development buildings
leased to Nortel. Nortel guarantees the payment and performance
of all obligations of the tenant under the leases.

                       RATINGS LOWERED

          Nortel Networks Lease Pass-Through Trust
            Pass-through trust cert series 2001-1

          Class       To                From
          Certs       B/Negative        BB-/Negative

PEREGRINE SYSTEMS: Kilroy Realty Evaluating Impact of Bankruptcy
Kilroy Realty Corporation (NYSE:KRC) reported that Peregrine
Systems, Inc., one of the company's current tenants, has filed
for bankruptcy in U.S. bankruptcy court in Delaware. Peregrine
leases four office buildings in the Del Mar submarket of San
Diego totaling approximately 423,900 rentable square feet under
four separate leases. It previously had an obligation to lease a
fifth building but had surrendered the lease to Kilroy Realty in
June 2002.

As part of the bankruptcy filing, Peregrine filed a motion to
reject three leases it has with Kilroy Realty, including the
lease that had previously been surrendered. Peregrine did not
file to reject the leases for two buildings and also continues
to sublease approximately 58% of one of those buildings to other

As disclosed in KRC's filings with the Securities and Exchange
Commission, the company has been monitoring the financial
difficulties at Peregrine, and already has recorded certain
charges to earnings in response to the eroding situation at
Peregrine. The company is in the process of evaluating the
motions filed by Peregrine in the bankruptcy court following the
initial bankruptcy filing by Peregrine, and cannot currently
predict the impact of the bankruptcy filing on Kilroy Realty.

Kilroy Realty Corporation, a member of the S&P Small Cap 600
Index, is a Southern California-based real estate investment
trust active in the office and industrial property sectors. For
more than 50 years, the company has owned, developed, acquired
and managed real estate assets primarily in the coastal regions
of California and Washington. Principal submarkets for KRC's
current development program include West Los Angeles, El Segundo
and coastal San Diego. At June 30, 2002, the company owned 7.6
million square feet of commercial office space and 5.1 million
square feet of industrial space. More information is available

PEREGRINE SYSTEMS: Sues Arthur Andersen LLP for $250 Million
Alleging a conspiracy of negligence, fraud, concealment, and
breach of audit and accounting duties, Peregrine Systems, Inc.,
(OTC: PRGN.PK) has filed suit against Arthur Andersen, LLP,
Arthur Andersen Germany, Andersen Worldwide S.C., and Daniel
Stulac, the audit partner in charge of Peregrine's account, plus
other defendants to be named later. Peregrine intends to show
how these actions have resulted in injury and significant losses
to Peregrine in excess of $250 million, subject to proof at

The lawsuit, which was filed Monday in the Superior Court for
the State of California in San Diego, claims that "as a result
of negligence, fraud and the breach of audit and accounting
duties and responsibilities by Andersen, Andersen Worldwide and
Stulac, two years of Peregrine's previously audited statements
(for the 2000 and 2001 fiscal years) 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 (2001) fiscal
year, which new independent auditors are in the process of
completing. The negative impact of these events, caused by the
conduct of Andersen, Andersen Worldwide and Stulac, has been

                     What Andersen Promised

Peregrine and Andersen entered into an audit and accounting
relationship in July of 1996, approximately eight months before
Peregrine became a public company in April of 1997.  In
Andersen's February 1996 marketing proposal to Peregrine,
Andersen represented that it would perform its audit services
with diligence and care, emphasizing, "We audit the business,
not just the financial statements." (emphasis added).  In that
same proposal, Andersen asserted:

"Our inquiries of your business operations and controls will
extend beyond the accounting and finance functions and include
sales and marketing, customer service, software development,
administration and organization and information systems.
Accordingly, we anticipate maintaining a continuous dialog with
Peregrine throughout the year, not just at audit time. In short,
we want to be a partner of Peregrine throughout the year so that
the year-end audit is a non-event, with no last minute
"surprises" or unanticipated accounting adjustments." (emphasis

The lawsuit says, "Andersen, Andersen Worldwide and Stulac
asserted that they understood the nature and complexity of
Peregrine's business and the auditing and accounting issues that
relate to the software industry. Specifically, they represented
that they understood that the audit issues surrounding Peregrine
were complex and intricate and required careful auditing and the
installation of appropriate checks and balances into the audit
process in accordance with the normal custom and standard in the
software industry."

The lawsuit states that, "Andersen also boasted about and
promoted Andersen Worldwide as an intricate part of the services
being offered Peregrine:

     With a combined total of over 70,000 professionals
operating in 360 locations in 75 countries, Andersen Worldwide
is the world's largest professional services organization. You
will have working for you a strong, dynamic practice that has
grown by quality service and client satisfaction ... .  The San
Diego practice consists of approximately 70 professionals and
operates as part of our Southern California practice.  As such,
it has access to the services provided by the entire group as
well as the worldwide organization."

It was on the basis of these representations that Peregrine
engaged Andersen in July of 1996 to provide auditing and
accounting services.

The lawsuit notes that, "Defendants also acknowledged that they
had a duty under applicable law, regulations and accounting
rules to examine the books and records of Peregrine in order to
discover any unusual or irregular financial activity and to
disclose this activity promptly to Peregrine's Audit Committee,
as well as to Peregrine's Board of Directors, as appropriate."

The lawsuit states that, "Indeed, in their September 21, 2000
audit engagement letter to the Audit Committee they acknowledged
their obligation to bring to the attention of Peregrine's Audit
Committee any misstatements, fraudulent or illegal acts of which
they became aware, including immaterial misstatements,

     " ... an audit is not designed to detect error or fraud
that is immaterial to the financial statements. However, we will
bring to your attention immaterial misstatements and any
fraudulent or illegal acts of which we become aware during our
audit." (emphasis added).

The lawsuit continues, "Furthermore, representatives of
Andersen, including Stulac, acknowledged that they were
responsible for ensuring that Peregrine's Audit Committee was
aware of any deficiencies relating to internal controls and to
meet with the Audit Committee with respect to these and other
important issues, and they regularly attended Peregrine's Board
of Director and Audit Committee meetings over the years.  
Similarly, Andersen Worldwide had regular and substantial
contact with representatives of Peregrine. Accordingly,
Defendants had numerous opportunities to advise the Board of
Directors as well as the Audit Committee about the accounting
irregularities (that were subsequently discovered following the
Defendants' dismissal by Peregrine).

In fact, in their opinion letter filed on March 31, 2001,
Andersen wrote:

     "In our opinion, the consolidated financial statements
referred to above present fairly, in all material respects, the
consolidated financial position of Peregrine Systems, Inc. and
subsidiaries as of March 31, 2001 and 2000, and the results of
their operations and their cash flows for each of the three
years in the period ended March 31, 2001, in conformity with
accounting principles generally accepted in the United States."

                    What Andersen Delivered

In this lawsuit, Peregrine alleges that the Defendants failed to
meet any of their professional, legal and contractual
commitments and obligations, and, in fact, conspired among
themselves to conceal material, accounting irregularities from
the Board of Directors and the Audit Committee.

The lawsuit asserts that, "during the Andersen/Peregrine audit
relationship, Andersen, Andersen Worldwide and Stulac not only
failed to implement procedures, protocols and evaluative
mechanisms designed to protect Peregrine from inaccurate,
irregular and/or unlawful accounting practices and entries, but
they, in fact, promoted, crafted and encouraged Peregrine and
its management to engage in accounting practices which the
Defendants knew to be irregular and improper."  In particular,
Andersen and Stulac:

     a. Failed to identify and/or failed to alert the Audit
Committee to various accounting irregularities;

     b. Permitted, encouraged and consented to various
accounting practices that they knew to be irregular;

     c. Crafted defective policies on behalf of Peregrine
relating to stock options and the "sale' of receivables to
financial institutions; and

     d. Permitted, encouraged and consented to Peregrine and its
management to make accounting adjustments that Andersen and
Stulac knew were improper, and which were inadequately disclosed
in Peregrine's audited statements, all in violation of GAAP, SOP
97-2, GAAS and various other accounting rules and regulations.

As a result, the lawsuit alleges that, "Andersen, Andersen
Worldwide and Stulac failed to audit properly the books and
records of Peregrine and failed to report to Peregrine's Audit
Committee or the Board of Directors numerous accounting
inaccuracies and irregularities, which were implemented and
perpetuated due to the accountancy malpractice of the

The lawsuit alleges that, "During the course of their
malpractice, Andersen, Andersen Worldwide, and Stulac allowed
numerous financial statements to be filed with the SEC
(including 10-K's and 10-Q's) and then to be distributed to
investors in the public capital markets, although Andersen,
Andersen Worldwide, and Stulac knew that such financial
statements were misleading in that the statements included,
among other things, (a) overstated accounts receivable, (b)
overstated revenues, (c) improperly valued stock options, (d)
understated liabilities, and (e) improperly disclosed or failed
to disclose the write-offs of bad receivables.  Defendants
failed to identify and to report Peregrine's improper treatment
of underlying transactions in accordance with their true nature
and failed to identify and to report Peregrine's deficiencies
with respect to its financial statement disclosures."

The lawsuit claims that, "Because of Defendants' alleged
malpractice, these accounting irregularities remained unchecked
for a substantial period of time. Knowing that the Board of
Directors and the Audit Committee were in the dark about these
irregularities, Defendants refused to shine the light on their
malpractice, and thereby kept Peregrine, its Board of Directors
and the Audit Committee in the dark."

               A Pattern of Fraud and Concealment

The lawsuit alleges that, among other things, "Andersen -- a
firm that has been convicted of felony conduct on June 15, 2002
-- consistently engaged in a wanton and reckless, and malicious,
pattern of aggressively dealing with Boards and Audit Committees
to assure that its fraud is neither criticized nor uncovered.
This was all done for financial gain, and out of greed."

According to the lawsuit, "Defendant Andersen intentionally
concealed material information from Peregrine and its Audit
Committee and intentionally misled Peregrine concerning various
accounting issues in order to protect and preserve the
significant fees it was receiving from Peregrine as a result of
its auditing and consulting work.  Indeed, over the years,
Andersen Defendants received in excess of $4 million from
Peregrine in connection with its auditing, accounting and
consulting work."  As stated in the lawsuit, "These fees were
particularly important to the Andersen partners in the San Diego
office, including Defendant Stulac, since their incomes were
dependent on the continued business from Peregrine."

The lawsuit states, "Because Peregrine's Board of Directors and
Audit Committee were completely unaware of the accounting
irregularities (concealed by Andersen), the Audit Committee
continued to engage Andersen as its auditor until April of 2002.
Had Peregrine known the truth about the concealed information,
it would not have continued to engage Andersen and would have
taken action to protect the value of Peregrine by replacing
Andersen and filing accurate and truthful financial statements
pursuant to Federal and State law, as well as accepted
accounting regulations."

The lawsuit asserts that, "The conduct of Andersen, Andersen
Worldwide, and Stulac in concealing these accounting
irregularities from Peregrine's Audit Committee and Board of
Directors deprived Peregrine's Audit committee and Board of
Directors the opportunity to take steps -- short of a
catastrophic restatement of earnings -- to rectify the
situations before the irregularities reached the material levels
uncovered to date. Indeed, by permitting the irregularities to
fester over several fiscal years, Defendants Andersen and Stulac
left Peregrine no choice but to:

     (a) Watch as Andersen withdrew previously audited financial
statements for two fiscal years;

     (b) Commence a difficult, expensive and time-consuming
effort to re-audit the work of Andersen, Andersen Worldwide, and
Stulac; and

     (c) Issue a series of devastating public announcements
relating to the accounting irregularities and monumental
restatement of earnings."

               Negative Impact on Peregrine
          Resulting from the Defendants' Actions

The lawsuit alleges that, "as a proximate and foreseeable result
of the foregoing malpractice and negligence, Peregrine has
suffered the following:

     (a) The value of its shares has fallen dramatically;

     (b) Its stock has been delisted by NASDAQ;

     (c) Its economic opportunities, such as an alliance, merger
or acquisition, have been significantly eroded;

     (d) Its financial situation has deteriorated;

     (e) It has been forced to reduce its work force by almost
one-half; and

     (f) It has been compelled to spend enormous amounts of
money -- in the millions of dollars -- and precious employee
resources in order to conduct an internal investigation,
commence the re-audit of the work of Andersen, Andersen
Worldwide, and Stulac; and

     (g) To address the necessary legal and regulatory issues
left in the wake of Defendants' conduct."

            Peregrine/Andersen Audit Relationship

Peregrine became a public company in April 1997. From or about
July of 1996 Peregrine and Andersen entered into an audit and
accounting relationship that continued until Andersen's
engagement was terminated in April of 2002.

Peregrine is represented in this matter by Charles G. LaBella of
LaBella & McNamara, 401 West A Street, Suite 2300, San Diego,
California 92101 (619) 696-9200.

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 Remedy(R) 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 Systemr provides a
comprehensive platform to deliver business process authoring
capabilities to meet the unique requirements of organizations
today and into the future.

QWEST COMMS: Restates Further 2000 and 2001 Financial Statements
Qwest Communications International Inc., (NYSE: Q) announced
further restatement of its 2000 and 2001 financial statements as
a result of its ongoing analysis of the complex accounting
policies and practices relating to revenue recognition and
accounting treatment for exchanges and sales of optical capacity
assets.  In restating its 2000 and 2001 financial statements
with respect to these matters to be in conformance with
generally accepted accounting principles, the company will
reverse $950 million in revenues and related costs related to
exchanges of optical capacity assets previously recognized.  
Some of the transactions included in this restatement were the
subject of the company's July 28, 2002, announcement of
determinations reached as of that date.

The company historically accounted for contemporaneous exchanges
of optical capacity assets based on accounting policies approved
by its previous auditor Arthur Andersen LLP.  After analyzing
its prior policies and practices, including the underlying
accounting records, and in consultation with its new auditors,
KPMG LLP, the company has concluded its policies and practices
do not support the accounting treatment to allow for recognition
of revenue from these exchange transactions.  In conducting its
analysis, the company considered discussions it had in late July
2002 with the staff of the Office of the Chief Accountant of the
Securities and Exchange Commission.

The company also historically accounted for its sales of optical
capacity assets for cash to third parties based on accounting
policies approved by Arthur Andersen.  Qwest has preliminarily
concluded in consultation with KPMG that its accounting
practices intended to follow these policies do not support the
historical accounting treatment with respect to these optical
capacity asset sales.  The accounting for each of these
transactions is being reviewed to assess whether and to what
extent a restatement is required.  Consequently, in connection
with the company's restatement of its financial statements for
2000 and 2001 the approximately $531 million in revenue
previously recognized from these sales of optical capacity
assets for cash may require adjustment; however, the magnitude
of the adjustments and the periods affected have not yet been

This announcement relates to optical capacity asset transactions
recorded in periods following the merger of Qwest and U S WEST,
Inc. on June 30, 2000. Approximately $1.48 billion in total
revenue was recognized in these periods from all IRU
transactions and is made up of the $950 million from exchanges
of optical capacity assets and the $531 million from sales of
optical capacity assets for cash.

Out of the $1.48 billion in total revenue, $1.016 billion and
$464 million were recognized in 2001 and 2000, respectively.  
These represented 5.2% and 2.8% of total reported revenue in
2001 and 2000, respectively.  The company recognized $490
million and $231 million of gross margin from optical capacity
asset transactions in 2001 and 2000, respectively, which
represented 6.7% and 3.3% of total reported adjusted EBITDA in
2001 and 2000, respectively.  Of the total amounts recognized
from all optical capacity asset transactions in each year, the
company has concluded that $685 million and $265 million in
revenues from exchanges of optical capacity assets will be
reversed in 2001 and 2000, respectively, and $331 million and
$200 million in sales of optical capacity assets for cash in
those respective periods are subject to review to determine
whether adjustment is required.  The amounts for 2000 represent
only those transactions entered into after the merger and the
percentages are based upon the full year results as reported in
the company's annual report on Form 10-K. The company has
previously disclosed that it does not anticipate any sales of
optical capacity assets in 2002 that would be impacted by this

The restatement and possible adjustment of revenues described in
this announcement do not include revenues reported by Qwest with
respect to optical capacity asset transactions before the
merger.  Qwest generally applied these same accounting policies
and practices with respect to these IRU transactions. The total
revenue recognized in optical capacity asset transactions in
1999 and 2000 prior to the merger is approximately $1.32
billion.  The revenue recognized from pre-merger optical
capacity asset transactions are not reflected in the company's
financial statements since U S WEST was deemed the accounting
acquirer in the merger.

The restatement announced includes some of the optical capacity
asset transactions reflected in the $1.16 billion of revenues
from similar transactions in 1999, 2000 and 2001 covered in the
company's July 28 announcement.  Out of that amount, the company
announced that $591 million in post-merger revenues was the
subject of restatement by the company as of that date.  This
announcement includes an additional $894 million in post-merger
revenues subject to restatement from additional transactions not
covered in the previous announcement.

The company is continuing to analyze, in consultation with KPMG,
its accounting policies and practices with respect to the
transactions in which optical capacity assets were sold for cash
and the company recognized revenue post-merger to determine the
magnitude of adjustments that may be required. In addition,
Qwest is continuing to analyze certain accounting policies and
procedures with respect to other transactions, and KPMG has been
engaged to re-audit certain historical financial statements.  
Although the company cannot yet disclose the magnitude of the
anticipated restatement, the company considers the announcements  
to represent a significant development in its ongoing assessment
of its accounting policies and their application.  The company
cannot state with certainty when a restatement will be

The company is continuing to evaluate the recoverability of the
long-lived assets of its traditional telephone network and
global fiber optic broadband network, along with related assets,
including inventory.  Once this evaluation has been completed,
the company expects to record charges in the third quarter of
2002 to write-down these assets.  These write-downs will reduce
operating income in the third quarter of 2002 and will result in
a reduction of future depreciation expense.

As previously disclosed, the company remains under
investigation, including with respect to the matters that are
the subject of this announcement, by the SEC and the Department
of Justice.  Qwest continues to cooperate with these
investigations, but it cannot predict how the restatements
announced may impact their outcome.  Although the company has
not had discussions with the staff of the SEC about resolution
of the investigation, Qwest is optimistic that this announcement
represents a first step toward a possible resolution.

As a result of the announcements by Qwest regarding its expected
restatement, the company cautions that its historical financial
statements in 2000, 2001 and the first three months of 2002
should not be relied on.

Definition:  For purposes of this release, "adjusted EBITDA"
refers to adjusted earnings before interest, taxes, depreciation
and amortization and does not include non-recurring and non-
operating items, which for the relevant periods includes
restructuring changes, merger-related and other charges, asset
write-offs and impairments, gains/losses on the sale of
investments and fixed assets, gains/losses on sales of rural
exchanges, and changes in the market values of investments.  The
company uses adjusted EBITDA as a measure of its operating
performance.  The company believes that adjusted EBITDA is
important to investors in the company's debt and equity
securities and to analysts that cover these securities because
it is one measure of the income generated that is available to
service debt.  Adjusted EBITDA does not represent cash flow for
the periods presented and should not be considered as an
alternative to cash flows as a source of liquidity.  Moreover,
the items excluded from the calculation of adjusted EBITDA are
significant components in understanding and assessing the
company's financial performance.  The company's definition of
adjusted EBITDA is not necessarily comparable with EBITDA
(earnings before interests, taxes, depreciation and
amortization) or adjusted EBITDA as used by other companies or
with similar concepts used in the company's debt instruments.  
Adjusted EBITDA is reported as a complement to the financial
results in accordance with generally accepted accounting
principles and is presented to provide investors additional
information concerning the company's operations.

Qwest Communications International Inc., (NYSE: Q) is a leading
provider of voice, video and data services to more than 25
million customers.  The company's 55,000 employees are committed
to the "spirit of service" and providing world-class services
that exceed customers' expectations for quality, value and
reliability.  For more information, please visit the Qwest Web
site at

Qwest Corp.'s 7.75% bonds due 2006 (QUS06USR1), DebtTraders
reports, are trading at 56 cents-on-the-dollar. See  
real-time bond pricing.

ROHN INDUSTRIES: Pres. & CEO Pemberton Plans to Retire by Nov 11
ROHN Industries, Inc. (Nasdaq: ROHN), a global provider of
infrastructure equipment for the telecommunications industry,
announced that Brian B. Pemberton, President and CEO, has
advised the Board of Directors of his intention to retire as an
officer and director of the Company on November 11, 2002, the
expiration date of his current employment agreement with the
Company.  Mr. Pemberton will continue to serve as a consultant
to the Company through the end of 2003.  The Board has appointed
Horace Ward, currently Senior Vice President and Chief Operating
Officer of the Company, to succeed Pemberton as President and
Chief Executive Officer effective November 12, 2002.  On that
date Mr. Ward will also fill the vacancy on the Company's Board
of Directors created by the retirement of Mr. Pemberton.

Michael E. Levine, Chairman of the Board of Directors, stated,
"The Company is grateful for Brian's courage, energy and
persistence during these very challenging times for our
business.  He has led the company through an extremely difficult
cost and scale reduction that has enabled it to survive to this
point in a very threatening environment while others are
failing.  In this he has been ably assisted by Horace Ward, and
we are very pleased that Horace has agreed to become CEO and
help us continue to find efficiencies and search for new sources
of revenue."   Mr. Pemberton stated, "I am looking forward to
spending more time with my family and am delighted that the
Board selected Horace to lead the Company forward."

Mr. Ward has served as Senior Vice President and Chief Operating
Officer of the Company since November 2001.  He joined the
Company in 1998 and has served as President of the Company's
equipment enclosure business.  Mr. Ward has a degree in
Industrial Engineering from Auburn University and held various
engineering and management positions prior to joining the

ROHN Industries, Inc., is a leading manufacturer and installer
of telecommunications infrastructure equipment for the wireless
and fiber optic industries. Its products are used in cellular,
PCS, fiber optic networks for the Internet, radio and television
broadcast markets. The company's products include towers,
equipment enclosures, cabinets, poles and antennae mounts, as
well as design and construction services.  ROHN has
manufacturing locations in Peoria, Ill.; Frankfort, Ind.; and
Bessemer, Ala., along with a sales office in Mexico City,

                         *    *    *

As reported in Troubled Company Reporter's Sept. 3, 2002
edition, ROHN Industries entered into an amendment to its credit
and forbearance agreements with its bank lenders.  The amendment
to the credit agreement, among other things, modifies the
definition of the borrowing base to restrict the Company's
access to $1,500,000 of borrowing capacity and imposes certain
additional information requirements on ROHN.  

Under the amendment to the forbearance agreement, the bank
lenders have agreed to extend until October 31, 2002 the period
during which they will forbear from enforcing any remedies under
the credit agreement arising from ROHN's breach of financial
covenants contained in the credit agreement.  If these financial
covenants and related provisions of the credit agreement are not
amended by October 31, 2002, and the bank lenders do not waive
any defaults by that date, the bank lenders will be able to
exercise any and all remedies they may have in the event of a

SEQUA CORP: Fitch Hatchets Senior Unsecured Debt Rating to BB-
Fitch Ratings has downgraded the senior unsecured debt of Sequa
Corporation to 'BB-' from 'BB+' and has revised the Rating
Outlook to Negative from Stable.

The rating change reflects SQA's weakened financial performance
over the past eighteen months resulting in credit protection
measures that are more consistent with the new rating category.
The rating change also reflects the cyclical nature of each of
SQA's businesses, particularly commercial aerospace, and the
underfunded status of its defined benefit pension plans.

SQA's rating is supported by its solid liquidity position, the
absence of near term debt maturities, the benefits from the 2001
restructuring initiatives, and the Company's participation in
various defense programs which could benefit from the favorable
military spending environment.

The revised Outlook reflects the risk associated with the
current economic down cycle, particularly as it relates to the
commercial airline industry, the source of a significant portion
of SQA's revenues and operating income.

The general economic downturn has had a negative impact on SQA's
various businesses. Specifically, the events of September 11th
had a direct impact on Chromalloy Gas Turbine, SQA's Aerospace
segment. The Aerospace segment, which provides repairs to
various engine components predominantly for the commercial
airline industry, historically represented in excess of 40% of
SQA's revenues and a substantial portion of operating income.
Despite SQA's focus on the higher margin aftermarket, Fitch
expects that continued weakness in the commercial airline
industry and additional competition from OEMs in the repair
business will continue to place pressure on SQA's Aerospace

While operations at Chromalloy continued to deteriorate during
the first six months of 2002, SQA's Metal Coating and Specialty
Chemicals businesses exhibited more stable operations with
revenues improving slightly and segment operating income holding
relatively flat after netting out goodwill amortization for
2001. Additionally, SQA's Propulsion business, which supplies
solid and liquid rocket motors to the military and inflators for
automobile airbags, also exhibited more stable operations over
the past six months. However, Fitch is concerned that SQA's
automotive operations could be impacted by a slow down in
automotive sales from the current strong sales pace.

The weakness in SQA's operations is evidenced by the
deterioration of credit protection measures over the past
eighteen months. As of June 30, 2002, SQA had $709 million of
debt outstanding which, for the last twelve months ending June
30, 2002, translated into a leverage ratio, as defined by Debt-
to-EBITDA, of 5.4 times, and interest coverage of 2.1x. These
levels are more reflective of the new rating category.

Supporting the rating, SQA is positioned to benefit from the
current and projected increase in defense spending. The Fiscal
Year 2003 DOD budget proposal represents a 14.5% increase versus
2002, including a 12% increase for procurement and research, and
includes $7.8 billion for missile defense. SQA, through its
wholly owned subsidiary Atlantic Research Corporation (ARC),
participates in various military programs including the Patriot
Advance Capability-3, the Standard Missile, the multiple launch
rocket system and the extended range multiple launch rocket

Going forward, SQA should experience improved profitability as a
result of the restructuring program implemented in 2001.
Restructuring initiatives included an 8% head count reduction,
with most of the reductions occurring at the Chromalloy and
After Six units, the closure of three facilities and the
outsourcing of some manufacturing.

With $152 million of cash on its balance sheet as of June 30,
2002, SQA has ample near term liquidity. SQA's liquidity
position is further enhanced by the $32 million of availability
under its $120 million trade receivables facility and the
absence of significant debt maturities in the coming years.
However, Fitch expects SQA's liquidity to decline by year end as
a result of interest payments and pension fund contributions
that have been or will be made in the second half of 2002.
Additionally, concern exists with respect to SQA's current lack
of an external source of capital as a result of the January 2002
termination of its $75 million revolving credit facility,
limited availability under its receivable facility, and SQA's
recent weakened financial performance. In the event of a
continued down cycle or 'double dip' economic recession, SQA's
ability to generate cash flow and its access to external capital
may be somewhat limited.

Similar to many other companies, SQA has seen a decline in the
funded status of its defined benefits pension plans due to the
poor performance of the financial markets. Actual returns in
2001 were $43 million below expected returns, a significant
amount relative to plan assets, resulting in a $67.9 million
pension plan deficit. The Company has indicated that it will
make plan contributions of $22.6 million in 2002 although, SQA's
current minimum required contribution is significantly lower.
Depending on the funded status, potential continued weak
financial market performance could result in additional future
cash contributions to the plans, placing additional pressure on
SQA's cash flow.

SILVERLINE TECHNOLOGIES: Cognizant Offers to Buy Certain Assets
Silverline Technologies, Inc., a subsidiary of Silverline
Technologies Limited (NYSE: SLT and BSE: SLVR), a global IT
services provider, has received an offer from Cognizant
Technology Solutions US Corporation to acquire certain assets of
a business unit of Silverline Technologies Inc., that provides
information technology services to a fortune 100 financial
services company.

This business unit was acquired as part of the acquisition of
SeraNova, Inc., an eBusiness consulting services company that
was acquired by Silverline in March 2001.

Cognizant's proposal is non-binding and is subject to, among
other things, satisfactory completion of due diligence,
negotiation and execution of mutually satisfactory definitive
agreements and the approval of Cognizant's Board of Directors.
The proposed transaction is part of Silverline's overall
financial restructuring plan.

Silverline Technologies Limited (NYSE: SLT and BSE: SLVR) is an
international software development and integration services
firm, with over 1,800 software professionals world-wide.

Silverline provides a comprehensive set of eBusiness consulting
and IT services, including strategic consulting, creative
design, technology integration and implementation, as well as
management and maintenance of Internet and legacy applications.

Silverline focuses primarily on Global 2000 clients in key
industry sectors, such as automotive/discrete manufacturing,
financial services, healthcare/insurance, technology and
telecommunications. The Company also has extensive experience in
technologies such as mobile and wireless applications, ePayments
and enterprise information portals, as well as in business
processes such as customer relationship management, eProcurement
and online marketplaces, channel management and employee

Silverline delivers its services through a global network of
software development centers. At the heart of the network are
core offshore centers in Chennai, Hyderabad and Mumbai, in
India, and Cairo, Egypt. These centers support regional
development facilities located close to clients throughout North
America, Europe and Asia Pacific. With SEI CMM Level 4 and ISO
9001 certified processes, Silverline uses this Global Delivery
Model to provide superior service, accelerated delivery and
significant cost savings to clients around the world. Visit
Silverline on the World Wide Web at

SLI INC: Wants Schedules Filing Deadline Extended to October 24
SLI, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to stretch the time period
within which they must file their schedules of assets and
liabilities and statements of financial affairs.  The Debtors
want the deadline extended until October 24, 2002.  The Company
is certain it can complete the documents by that date.

Due to the complexity and diversity of the Debtors' operations,
the Debtors anticipate that they will be unable to complete
their Schedules and Statements by the initial 15-day period.

To prepare the schedules and statements, the Debtors relate that
they need to compile information from books, records and
documents relating to a multitude of transactions at numerous
locations.  Because many of the Debtors' information records are
not centralized, collection of the necessary information will
require an expenditure of substantial time and effort on the
part of the Debtors' employees and professionals. Given the
significant burdens already imposed on the Debtors' management
by the commencement of this chapter 11 case, the Debtors request
additional time to complete and file the required Schedules and
Statements. The Debtors have mobilized their employees and
professionals to work diligently on the assembly of the
necessary information.

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

STANDARD MEMS: US Trustee Convenes Creditors' Meeting on Oct. 24
The United States Trustee will convene a meeting of Standard
MEMS, Inc.'s creditors on October 24, 2002 at 3:00 p.m., 844
King Street, Suite 2112, Wilmington, DE 19801. This is the first
meeting of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

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

Standard MEMS, Inc., a fully integrated micro electro mechanical
systems company providing product design, MEMS semiconductor
fabrication, end product packaging and system integration to the
general marketplace, filed for chapter 11 protection on
September 16, 2002 at the U.S. Bankruptcy Court for the District
of Delaware.  Mark E. Felger, Esq., at Cozen O'Connor represent
the Debtor in its restructuring efforts. When the Company filed
for protection from its creditors, it listed estimated debts and
assets of over $10 million.

TELEGLOBE INC: Closes $65MM Sale of Interests to Intelsat Global
Teleglobe Inc., completed the sale of its equity interest in
Intelsat, Ltd., to Intelsat Global Sales & Marketing Ltd., as
previously announced.

Teleglobe obtained the approval of the Ontario Superior Court of
Justice to complete this transaction on August 27, 2002 in
connection with its CCAA filing. In connection with the receipt
of the US$65 million of proceeds from this sale, Teleglobe has
repaid all outstanding amounts owed under its DIP facility
financing and reduced its availability thereunder from US$93.6
million to US$50 million. Additional payments in respect of the
purchase price may be made to Teleglobe depending on the value
realized from any subsequent dispositions of the Intelsat

Lazard is acting as the investment banker to Teleglobe.

TELERGY: Court Fixes Oct. 8 Bar Date for Sale Proceed Claims
Dominion Telecom, Inc., through an Asset Purchase Agreement,
acquired several assets of Telergy, Inc., and its debtor-
affiliates. The Acquired assets include, among other things,
inventory and equipment disputed by other creditors.

The U.S. Bankruptcy Court for the Northern District of New York
fixes October 8, 2002 as the deadline for Claimants or any third
party to provide proofs of their respective interests in the
Disputed Assets in order to separate them from those assets
acquired under the APA or be forever barred from asserting their

Proofs of Interest in any of the Disputed Assets, to be deemed
timely filed, must be received by the Attorneys for Dominion
Telecom before 5:00 p.m. on October 8.

Telergy is a facilities-based provider of integrated broadband
telecommunications services and high-bandwidth fiber optic
capacity in the northeastern United States. Mark R. Romenstein,
Esq., and Edward J. Leen, Esq., at Kelley Drye & Warren LLP
represent the Debtors in its liquidating efforts.

THOMAS GROUP: Reaches Deal to Restructure $7.5M Credit Facility
Thomas Group, Inc., (OTCBB:TGIS) has executed a term sheet with
General Jack Chain, Chairman of the Board of the Company, and
that definitive agreements consistent with the provisions of the
term sheet have been completed by the parties.

The Company plans to file a preliminary Proxy Statement with the
Securities and Exchange Commission no later than September 23,
which will include a proposal to permit the conversion of the
notes into common stock.

In accordance with the provisions of the term sheet, the first
of two $1 million notes was purchased by General Chain on
September 20, 2002 after the term sheet was approved by a
special committee of the Company's Board of Directors. The
second $1 million note will be purchased on or about October 31,

Interest on the notes accrues at 6% from the date of issue and
is payable in cash on the maturity date, along with the
principal, unless the notes are converted into common stock, in
which case accrued interest will also convert into common stock.
If the stockholders do not approve the proposal to allow the
notes to be converted into common stock at a conversion price of
$0.375 a share, then from that date forward the notes will
accrue interest at 18% and will be payable in full on December
31, 2002. The conversion price of $0.375 is a premium above the
average stock price for the last 60 day period.

In connection with the issuance of the first note, General Chain
will be issued a warrant for an additional number of shares of
common stock at an exercise price of $0.30 per share equal to
15% of the Company on a fully diluted basis based on the
outstanding common stock on September 20, 2002. The exercise
price of $0.30 per share is a premium above the average stock
price for the last 60 days.

Upon conversion of the notes into common stock and assuming
exercising of warrants, General Chain would hold approximately
61% of the Company's outstanding common stock.

Separately, the Company has also reached agreement with its
primary lender to restructure the terms of its $7.5 million
credit facility. Under the new terms the Company's revolving
loan has been increased from $2.5 million to $3 million. Monthly
payments of principal on the Company's $5 million term note have
been eliminated and the term loan is now payable in full on
September 1, 2003. Additionally, the lender will receive
warrants equal to 4% of the common stock outstanding following
the conversion of the notes, at an exercise price of $0.30 per

According to John Hamann, President and CEO of Thomas Group,
"The injection of $2 million of new funds into our Company, and
the restructuring of our credit facility with our lender, make
it possible for the Company's management to focus 100% of its
energies on building our business and serving our clients. For
this reason we are very pleased by the financial arrangements
that have been reached, and we remain confident about our

Founded in 1978, Thomas Group, Inc., is an international,
publicly traded professional services firm (OTCBB:TGIS). Thomas
Group focuses on improving enterprise wide operations,
competitiveness, and financial performance of major corporate
clients through proprietary methodology known as Process Value
Management(TM), process improvement, and by strategically
aligning operations and technology to improve bottom line
results. Recognized as a leading specialist in operations
consulting, Thomas Group creates and implements customized
improvement strategies for sustained performance improvement.
Thomas Group, known as The Results Company(SM), has offices in
Dallas, Detroit, Zug, Singapore and Hong Kong. For additional
information on Thomas Group, Inc., please visit the Company on
the World Wide Web at  

As previously reported, Thomas Group's June 30, 2002 balance
sheet shows a total shareholders' equity deficit of about

TRANSCARE CORP: Wants to Retain Ordinary Course Professionals
Transcare Corporation and its debtor-affiliates seek approval
from the U.S. Bankruptcy Court for the Southern District of New
York to retain professionals utilized in the ordinary course of
their business.

Since the Ordinary Course Professionals are not integral to the
day-to-day administration of the Debtors' bankruptcy cases, the
Debtors submit that these professionals should not be required
to follow the more stringent retention requirements applicable
to the Debtors' bankruptcy professionals.

Due to the nature of the Debtors' businesses, which are heavily
regulated, the Ordinary Course Professionals may be needed to
provide services in a variety of discrete areas, including
regulatory and licensing matters, personal injury litigation,
insurance matters, and state and local tax issues.

Due to the magnitude and complexity of the Debtors' businesses,
it would be costly, time-consuming and administratively
burdensome for the Debtors and this Court to require each
Ordinary Course Professionals to submit an individual
application and proposed order for its retention and
compensation. The Debtors submit that the periodic retention of
Ordinary Court Professionals is in the best interest of Debtors'
estates to enable the Debtors to continue their business
operations with minimal interruption.

The Debtors propose to pay on a monthly basis, without formal
application to the Court by any Ordinary Course Professional,
100% of the interim fees and disbursements to each of the
Ordinary Course Professionals, up to a monthly cap of $25,000
per Ordinary Course Professional.

In the event any professional's interim fees and disbursements
exceed an aggregate of $25,000 per month, such excess amounts
are to be carried over to the next succeeding month. In the
event any professional's fees and disbursements exceed $300,000
within a twelve-month period, then the payments to such
professionals for such fees and expenses shall be subject to
approval of this Court. As of this time, the Debtors believe
that the aggregate fees of all Ordinary Course Professionals
will not exceed $250,000 per month.

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

UNIROYAL: Gets Nod to Pay Prepetition Critical Vendors' Claims
Uniroyal Technology Corporation and its debtor-affiliates sought
and obtained permission from the U.S. Bankruptcy Court for the
District of Delaware to pay critical prepetition claims of
shipping and storage, essential services and miscellaneous

The Debtors report that the goods and services of these critical
vendors are the lifeblood of the Debtors' businesses and permit
the Debtors to preserve their going concern value.

The Court determined that the Debtors' business operation will
greatly suffer if these critical trade vendor will cease
delivering goods/services to them, in cases of nonpayment:

  A. Shipper Obligations

     To obtain possession of goods, the Debtors must pay various
     prepetition incidental expenses, including freight and
     rail, transport, storage or similar charges to the
     providers of such services. Historically, Transport
     Obligations relating to goods in transit have averaged
     approximately $20,000 per month and are paid in arrears.

     Typically, state laws grant entities such as carriers,
     warehousemen, mechanics, artisans, materialmen and
     repairmen possessory liens on the goods in their possession
     to secure payment for such charges and related expenses, if
     such entities retain possession of the goods at issue.
     Because the prepetition obligations to the Carriers are
     unpaid at this time, goods are likely to be retained, by
     some or all of the Carriers, as collateral for repayment of
     those obligations. Under the Bankruptcy Code, these      
     Carriers are entitled to receive adequate protection
     payments or payments equal to the value of their good liens
     under a confirmed plan.

     No distributor, including the Debtors, can afford to have
     shipments of goods seized or halted by a shipper,
     consolidator or storage facility, nor can the Debtors
     afford to halt their operations to attempt to find new

  B. Essential Services

     The Debtors pay various Essential Services, including
     security and alarm services and emergency maintenance
     personnel to ensure the safety and well-being of the
     Debtors' employees. The Debtors estimate that they owe
     approximately $13,800 on account of unpaid prepetition
     Essential Services.

     In many instances, the Essential Services providers
     represent the sole source providers of such services or are
     otherwise not replaceable in a timely manner. The Debtors
     further submit that any discontinuity in the Essential
     Services of their facilities may have a severe detrimental
     impact upon their estates and the safety of their

C. Miscellaneous Expenditures

     The Debtors may determine that there are additional de
     minimis prepetition obligations which have not yet been
     identified. Accordingly, the Debtors request authority to
     pay any such additional obligations up to an aggregate
     amount of $100,000.

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: Proposes Uniform Interim Compensation Procedures
US Airways Group asks Judge Mitchell to establish procedures for
the compensation and reimbursement of court approved
professionals.  It will streamline the professional compensation
process and enable the Court and all other parties to
effectively monitor the professional fees incurred in these
Chapter 11 cases.

The Debtors contend that the significant size of these cases and
the amount of effort that will be required from their
professionals during these cases justify the procedures
requested.  The procedures are needed to avoid professionals
funding the reorganization case.  Almost all of the principal
professionals have agreed to make economic concessions,
deviating from their normal fees by providing the Debtors with
periodic fee accommodations in an aggregate amount of up to 10%.  
These professionals have already agreed to accept a lesser
amount of interim compensation than they would normally receive.  
This arrangement provides further justification for this Court
to authorize this Motion.

                          The Procedures

Each Professional is required to submit a monthly statement to:

        * US Airways Group, Inc.
          2345 Crystal Drive
          Arlington, VA 22227
          Attn: Michelle V. Bryan

        * Skadden, Arps, Slate, Meagher & Flom (Illinois)
          333 West Wacker Drive, Suite 2100
          Chicago, Illinois 60606
          Attn: John Wm. Butler, Jr.

        * McGuireWoods LLP
          1750 Tysons Boulevard, Suite 1800
          McLean, Virginia 22102
          Attn: Lawrence E. Rifken

        * Counsel to the Debtors postpetition lenders

        * Counsel to the Committee

        * The United States Trustee

The Monthly Statement Date will be on or before the last day of
the month following the month for which compensation is sought.

Each entity receiving a statement will have 20 days after the
Monthly Statement Date to review it.  The first statement will
be served by each of the Professionals by September 30, 2002,
and will cover the period from the Petition Date through August
31, 2002.

At the expiration of the 20-day period, the Debtors will pay 90%
of the fees and 100% of the disbursements requested, except
those to which an objection has been served.  Any professional
who fails to submit a monthly statement is ineligible to receive
payments until the monthly statement is submitted.

If there is an objection to the compensation or reimbursement,
the objecting party has 20 days from the Monthly Statement Date
to serve the respective professional and other parties receiving
monthly statements, a Notice of Objection to Fee Statement.  
This Statement will detail the nature of the objection and the
amount at issue.  Thereafter, the objecting party and the
recipient Professional will attempt to reconcile the dispute.  
If the parties are unable to reconcile within 20 days, the
objecting party has three business days file its objection with
the Court and serve the objection on the respective professional
and the other parties receiving monthly statements.  The Court
will consider and dispose of the objection at the next Omnibus
Hearing Date.

Every four months, each of the Professionals will file with the
Court and serve on the parties receiving monthly statements, on
or before the 45th day following the last day of the
compensation period for which compensation is sought, an
application for interim Court approval and allowance of the
compensation and reimbursement of expenses requested for the
prior four months. The first application will be filed on or
before January 16, 2003 and will cover the period from the
Petition Date through November 30, 2002.  Professionals will not
receive payments for fees and expenses until an application is

The filing of an application for compensation or reimbursement
of expenses or a Notice of Objection to Fee Statement will not
disqualify a Professional from the future payment of
compensation or reimbursement of expenses.  Neither the payment
of, nor the failure to pay, monthly interim compensation and
reimbursement will bind any party-in-interest or this Court with
respect to the final allowance of applications for compensation
and reimbursement of Professionals.

The Debtors further ask the Court to permit each member of the
Committee to submit statements of expenses and supporting
vouchers to counsel for the Committee who will collect and file
requests for reimbursement in a similar procedure. (US Airways
Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

WINSTAR: Trustee Wants Northwest Nexus Account Info from US Bank
Shortly after her appointment, Winstar Communications, Inc.'s
Chapter 7 Trustee started negotiating with Winstar Holdings to
resolve all the existing obligations between the estate and
Winstar Holdings pursuant to the Sale Order and the Asset
Purchase Agreement.  Among other obligations, the Chapter 7
Trustee and Winstar Holdings have been working toward the
reconciliation of an account at U.S. Bank previously used by
Winstar's Northwest Nexus Division, which has been sold to
Corporate Telecommunications Group.

Pursuant to the Order on the Nexus Division sale, CTG acquired
certain accounts receivable from the Debtors and was entitled to
the proceeds.  But sometime after the closing, CTG's customers
inadvertently remitted payment for services into the Northwest
Nexus account.  CTG already has demanded that all post-closing
proceeds be remitted to CTG.

Michael G. Menkowitz, Esq., at Fox Rothschild O'Brien & Frankel
LLP, in Wilmington, Delaware, relates that because the Chapter 7
Trustee has no records or files with respect to the Northwest
Nexus account, she must obtain records from U.S. Bank so that
the appropriate amount due to CTG is remitted.

Thus, Chapter 7 Trustee Christine C. Shubert seeks the Court's
authority to examine U.S. Bank located at 1420 Fifth Avenue,
10th Floor in Seattle, Washington.  The Trustee also asks the
Court to compel the bank to turn over documents pertaining to
the Northwest Nexus account that were produced between December
18, 2001 up to the present.

Rule 2004 of the Federal Rules of Bankruptcy Procedure provides
that, upon the motion of any party-in-interest, the Court may
order the examination of any person relative to the acts,
conduct or property or the liabilities and financial condition
of the Debtors, or any matter that may affect the administration
of the Debtors' estates. (Winstar Bankruptcy News, Issue No. 33;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   

WORLDCOM INC: Court Approves Lazard Freres as Financial Advisors
Judge Gonzalez authorizes the Worldcom Inc. Debtors, nunc pro
tunc to July 21, 2002, to employ and retain Lazard as their
investment bankers and financial advisors on an interim basis
pending a final hearing upon adequate notice.  

To the extent accrued during the interim retention, Lazard will
receive only:

-- monthly compensation as specified in the Lazard Agreement,

-- reimbursement of expenses.

Judge Gonzalez rules that the United States Trustee retains all
rights to object to Lazard's interim and final fee applications
on all grounds including but not limited to the reasonableness
standard provided for in Section 330 of the Bankruptcy Code.  
The Restructuring Fee, the Business Combination Fee and the Sale
Transaction Fee will be the subject of a final hearing on
Lazard's retention.  The Debtors are authorized to indemnify and
hold harmless Lazard and its affiliates, their respective
directors, officers, members, agents, employees and controlling
persons, and each of their respective successors and assigns,
pursuant to the indemnification provisions of the Lazard
Agreement and, during the pendency of these bankruptcy
proceedings, subject to these conditions:

-- all requests of Indemnified Persons for payment of indemnity,
   contribution or otherwise pursuant to the indemnification
   provisions of the Lazard Agreement will be made by means of
   an interim or final fee application and will be subject to
   the approval of, and review by, the Court to ensure that the
   payment conforms to the terms of the Lazard Agreement, the
   Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy
   Rules, and the orders of this Court and is reasonable based
   upon the circumstances of the litigation or settlement in
   respect of which indemnity is sought; provided, however, that
   in no event will an Indemnified Person be indemnified or
   receive contribution to the extent that any claim or expense
   has resulted from the bad faith, self-dealing, breach of
   fiduciary duty, if any, gross negligence or willful
   misconduct on the part of that or any other Indemnified

-- in no event will an Indemnified Person be indemnified or
   receive contribution or other payment under the
   indemnification provisions of the Lazard Agreement if the
   Debtors, their estates, or the statutory committee of
   unsecured creditors assert a claim, to the extent that the
   Court determines by final order that the claim arose out of
   bad-faith, self-dealing, breach of fiduciary duty, if any,
   gross negligence, or willful misconduct on the part of that
   or any other Indemnified Person; and

-- in the event an Indemnified Person seeks reimbursement for
   attorneys' fees from the Debtors pursuant to the Lazard
   Agreement, the invoices and supporting time records from the
   attorneys will be annexed to Lazard's own interim and final
   fee applications, and the invoices and time records will be
   subject to the United States Trustee's guidelines for
   compensation and reimbursement of expenses and the approval
   of the Bankruptcy court under the standards of Section 330 of
   the Bankruptcy Code without regard to whether the attorney
   has been retained under Section 327 of the Bankruptcy Code.

                         *    *    *

With the Court approval, Lazard will perform a review and
analysis of the Debtors' business operations and financial
projections by:

  a. Evaluating the Debtors' potential debt capacity in light of
     its projected cash flows;

  b. Assisting in the determination of a capital structure for
     the Debtors;

  c. Determining a range of values for the Debtors on a going
     concern basis;

  d. Advising the Debtors on tactics and strategies for
     negotiating with the holders of the Existing Obligations

  e. Rendering financial advice to the Debtors and participating
     in meetings or negotiations with the Stakeholders or
     rating agencies or other appropriate parties in connection
     with any restructuring, modification or refinancing of the
     Debtors' Existing Obligations;

  f. Advising the Debtors on the timing, nature, and terms of
     new securities, other consideration or other inducements to
     be offered pursuant to the Restructuring Transaction;

  g. If requested by WorldCom, advising and assisting the
     Debtors in evaluating potential capital markets
     Transactions of public or private debt or equity offerings,
     including any DIP financing by the Debtors, and, on behalf
     of the Debtors, evaluating and contacting potential sources
     of capital and assisting the Debtors in negotiating like a
     Financing Transaction;

  h. Assisting the Debtors in preparing documentation within
     our expertise required in connection with the Restructuring
     of the Existing Obligations;

  i. If requested by the Debtors, assisting in identifying and
     evaluating candidates for a potential Business Combination,
     advising the Debtors in connection with negotiations and
     aiding in the consummation of a Business Combination;

  j. Advising and attending meetings of the Debtors' Boards of
     Directors and their committees;

  k. Providing testimony and other evidence, as necessary, in
     any proceeding before the bankruptcy court; and

  l. Providing the Debtors with other general restructuring

Lazard will charge the Debtors:

  (1) A $300,000 Monthly Advisory Fee, payable in cash on the
      1st day of each month thereafter until the earlier of the
      completion of the Restructuring Transaction or the
      termination of Lazard's engagement;

  (2) A $15,000,000 Restructuring Fee, payable in cash
      upon the consummation of a Restructuring Transaction;

  (3) A cash-based Business Combination Fee in case WorldCom
      requests Lazard to assist in connection with any
      proposed Business Combination and that Business
      Combination is consummated.  The fee shall be paid
      promptly upon the closing of that Business Combination;

      A cash-based Sale Transaction Fee in case WorldCom asks
      Lazard to assist in connection with any transaction
      involving the sale of certain of WorldCom's business
      lines, divisions or operating groups.  The fee is
      payable promptly upon the closing of the sale deal;

      One-half of any fee payable pursuant to this clause will
      be credited against the Restructuring Fee if, as and when
      that fee is payable to Lazard;

  (4) More than one fee may be payable pursuant to clauses (2)
      and (3).

Lazard also will seek reimbursement for reasonable out-of-pocket
expenses, and other fees and expenses, including reasonable
expenses of counsel, if any. (Worldcom Bankruptcy News, Issue
No. 7; Bankruptcy Creditors' Service, Inc., 609/392-0900)   

* Meetings, Conferences and Seminars
September 24 - 25, 2002
          OTC Derivatives
               Marriott East Side New York, New York
                    Contact: 1-888-224-2480 or 1-877-927-1563 or

September 26-27, 2002
        Corporate Mergers and Acquisitions
           Marriott Marquis, New York
               Contact: 1-800-CLE-NEWS or

September 30 - October 1, 2002
          Outsourcing in the Consumer Lending Industry
               The Hotel Nikko, San Francisco
                    Contact: 1-888-224-2480 or 1-877-927-1563 or

October 1-2, 2002
          International Fall Meeting
               Hyatt Regency, Chicago, IL
                    Contact: 703-449-1316 or fax 703-802-0207

October 2-5, 2002
          Seventy Fifth Annual Meeting
               Hyatt Regency, Chicago, IL

October 3, 2002
          Member's Meeting (III)
               Chicago IL

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

October 9-11, 2002
      Annual Regional Conference
         Beijing, China

October 24-25, 2002
        Member's Meeting
            Sidley Austin Brown & Wood Offices, Washington D.C.

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

November 21-24, 2002
      82nd Annual New York Conference
         Sheraton Hotel, New York City, New York
            Contact: 312-781-2000 or

October 24-28, 2002
      Annual Conference
         The Broadmoor, Colorado Springs, Colorado
            Contact: 312-822-9700 or

December 2-3, 2002
          Distressed Investing 2002
               The Plaza Hotel, New York City, New York
                    Contact: 1-800-726-2524 or fax 903-592-5168

December 5-7, 2002
          Bankruptcy Law & Practice Seminar
               Sheraton Sand Key Resort

December 5-8, 2002
      Winter Leadership Conference
         The Westin, La Paloma, Tucson, Arizona
            Contact: 1-703-739-0800 or

February 22-25, 2003
      Litigation Institute I
         Marriott Hotel, Park City, Utah
            Contact: 1-770-535-7722 or

March 27-30, 2003
      Litigation Institute II
         Flamingo Hilton, Las Vegas, Nevada
            Contact: 1-770-535-7722

March 31 - April 01, 2003
     Healthcare Transactions: Successful Strategies for Mergers,
          Acquisitions, Divestitures and Restructurings
              The Fairmont Hotel Chicago
                  Contact: 1-800-726-2524 or fax 903-592-5168 or

April 10-13, 2003
      Annual Spring Meeting
         Grand Hyatt, Washington, D.C.
            Contact: 1-703-739-0800 or

May 1-3, 2003 (Tentative)
      Chapter 11 Business Organizations
         New Orleans
            Contact: 1-800-CLE-NEWS or

May 8-10, 2003 (Tentative)
      Fundamentals of Bankruptcy Law
            Contact: 1-800-CLE-NEWS or

June 19-20, 2003
          Corporate Reorganizations: Successful Strategies for
              Restructuring Troubled Companies
                 The Fairmont Hotel Chicago
                    Contact: 1-800-726-2524 or fax 903-592-5168

June 26-29, 2003
      Western Mountains, Advanced Bankruptcy Law
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 1-770-535-7722

July 10-12, 2003
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Eldorado Hotel, Santa Fe, New Mexico
               Contact: 1-800-CLE-NEWS or

December 3-7, 2003
      Winter Leadership Conference
         La Quinta, La Quinta, California
            Contact: 1-703-739-0800 or

April 15-18, 2004
      Annual Spring Meeting
         J.W. Marriott, Washington, D.C.
            Contact: 1-703-739-0800 or

December 2-4, 2004
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or

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


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

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

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 ***