TCR_Public/020930.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Monday, September 30, 2002, Vol. 6, No. 193

                          Headlines

ABLE ENERGY: Management Has a Plan to Overcome Auditors' Doubts
ACOUSTISEAL: Section 341(a) Meeting Convenes on October 15, 2002
ACCRUE SOFTWARE: Nasdaq Knocks-Off Shares Effective September 27
ACTIVE LINK: Reaches Debt Restructuring Pact with Fujitsu PC
ADELPHIA BUSINESS: W.L. Gore Wants to Conduct Rule 2004 Exam

ADELPHIA COMMS: Equity Panel Gets Approval to Hire Sidley Austin
AGRILINK FOODS: Fiscal 2002 Net Sales Fall 11% to $1 Billion
AIRLEASE LTD: Board Approves Third Quarter Cash Distribution
AMCARE HEALTH: Fitch Lowers Insurer Fin'l Strength Rating to D
AMERICAN GREETINGS: Posts Improved Second Quarter Performance

AMF BOWLING: Unsecured Trade Creditors Get New Shares Today
BAPTIST HEALTH: BGCT Board Recommends Sale to Vanguard Health
BELL CANADA: Asks Cabinet to Overturn AT&T Canada's Appeal
BELL CANADA: Appoints Patrick Pichette as Chief Fin'l Officer
BETHLEHEM STEEL: Gets Second Extension of Lease Decision Period

BIO-TECHNOLOGY GENERAL: Completes Restatements of Fin'l Results
BOYSTOYS.COM: Anticipates Conversion of Chap. 11 Case to Chap. 7
BUDGET GROUP: Committee Brings-In Jefferies as Financial Advisor
CALL-NET: Repurchases Sr. Sec. Notes to Reduce Interest Expense
CEDARA SOFTWARE: Welcomes Stephen Pincus to Board of Directors

CELL-LOC INC: Working Capital Deficit Tops C$1.3 Mil. at June 30
CLEARLY CANADIAN: Names Kevin Doran as SVP for Marketing & Sales
CLICKNSETTLE.COM: Fails to Maintain Nasdaq Listing Requirements
CONSECO FINANCE: S&P Cuts Ratings on 83 Classes of Related Deals
CORRPRO COMPANIES: Bank Group Waives Loan Covenant Violations

CYTOGEN CORP: Seeks Shareholders' Nod for Proposed Reverse Split
D.G. JEWELRY: Defaults on Certain Covenants Under Credit Pacts
DOMINIX INC: Grassi & Co. Expresses Going Concern Doubt
DRESSER: Makes $23MM Voluntary Debt Prepayment to Sr. Term Loan
EATERIES INC: Nasdaq Modifications May Affect Listing Status

ENRON: Banco Bilbao Wants San Juan Gas' Case Sent to Puerto Rico
EPOCH: Fitch Drops Ratings on 13 Classes From 3 Transactions
EXIDE TECHNOLOGIES: S&P Rates $250 Million DIP Facility At BBB+
FERRELLGAS PARTNERS: Fiscal 2002 EBITDA Slides-Down to $170 Mil.
FLAG TELECOM: Brings-In Deloitte as Chapter 11 Plan Auditor

FLEMING COS.: Fitch Downgrades Sr. Unsecured Debt Rating To BB-
FURR'S RESTAURANT: Lender Group Agrees to Forbear for 12 Weeks
GEMSTAR-TV GUIDE: June Quarter Net Loss Balloons to $954 Million
GENERAL MAGIC: Nasdaq Knocking-Off Shares Effective Today
G-PRINTING INC: Lenders' Group Sells Assets and Terminates Ops.

GROUP TELECOM: US Court Extends Protection Until Nov. 12, 2002
GUILFORD MILLS: Will Issue New Stock On Plan's Effective Date
HASBRO INC: Will Hold 3rd Quarter Conference Call on October 21
HORIZON NATURAL: Initiates Talks With Lenders To Avoid Default
IBS INTERACTIVE: Prepares Prospectus for New Shares Offering

INBUSINESS SOLUTIONS: TSX Reviews Shares re Continued Listing
INPRIMIS INC: Ener1 Battery Becomes Wholly Owned Subsidiary
INTEGRATED HEALTH: Ordinary Course Professionals Stay Aboard
INTERLIANT: Secures $5 Million DIP Financing From Access Capital
KAISER: Gets Nod to Implement Key Employee Retention Program

KNOLOGY BROADBAND: Gets OK to Use Knology Inc.'s Cash Collateral
LORAL ORION: Buying 50% Interest of APT Satellite for $115 Mill.
LTV CORP: Balks at Traveler Casualty's Administrative Claims
MEDALLION FUNDING: Fitch Upgrades Ratings on Sr. Sec. Notes to B
NEBO PRODUCTS: Commences Debt Restructuring Talks with Creditors

NORTEL: Proposes a Reverse Stock Split to Continue NYSE Listing
NORTEL NETWORKS: Declares Dividend on Preferred Shares Series 5
NORTEL NETWORKS: Caps Preferred Ser 8 Fixed Dividend Rate at 80%
NORTH AMERICAN TECH.: Fails to Comply with Nasdaq Requirements
ORGANOGENESIS INC: Case Summary & 20 Largest Unsec. Creditors

OWENS CORNING: Selling Mission Plant to B.C. Ltd. for CDN$2.6MM
PACIFIC GAS: Asks Court to Set Value of Five Employment Claims
PEREGRINE SYSTEMS: Signs-Up Pachulski Stang as Ch. 11 Attorneys
POLAROID CORP: Retaining Barnes Richardson as Trade Attorneys
RESEARCH INC: Disclosure Statement Hearing Scheduled for Oct. 16

REXHALL INDUSTRIES: Independent Review of Records Completed
ROMARCO MINERALS: TSX Conditionally Accepts Plan of Arrangement
SED INT'L: Fails to Maintain Nasdaq Continued Listing Standards
SERVICE MERCHANDISE: Wants to Settle NY Tax Department's Claim
SLI INC: Signs-Up Alvarez & Marsal as Restructuring Consultants

SOLECTRON: Net Loss Shoots-Up to $2.6 Billion in Fourth Quarter
STELCO: Ontario Court Slaps $175K Health & Safety Violation Fine
TECHNEST HOLDINGS: Feldman Replaces Grassi as External Auditors
US AIRWAYS: Bank of NY Presses for Adequate Protection of Liens
US AIRWAYS: RSA Agrees to Invest $240MM for 37.5% Equity Stake

US AIRWAYS: Court Permits New $500 Million DIP Loan From RSA
US AIRWAYS: Texas Pacific Allows Termination of Financing Pact
VANGUARD AIRLINES: Board Brushes Off Hooters' Bid For Assets
WARREN ELECTRIC: Files for Chapter 11 Protection in Houston, TX
WARREN ELECTRIC: Case Summary & 20 Largest Unsecured Creditors

WESTERN GAS: Fitch Affirms Sr. Sub. Notes & Preferreds at BB+/BB
WORLDCOM: Wants to Assign Service Contracts to Pentagon City

* Buxbaum Group Teams Up with Turnaround Profs. To Form New Unit

* BOND PRICING: For the week of September 30 - October 4, 2002

                          *********

ABLE ENERGY: Management Has a Plan to Overcome Auditors' Doubts
---------------------------------------------------------------
Able Energy Inc., is engaged in the retail distribution of, and
the provision of services relating to, home heating oil, propane
gas and diesel fuels. In addition to selling liquid energy
products, the Company offers complete HVAC (heating, ventilation
and air conditioning) installation and repair and also markets
other petroleum products to commercial customers, including on-
road and off-road diesel fuel, gasoline, and lubricants.

In fiscal year 2002, sales of home heating oil accounted for
approximately 58% of the Company's revenues. The remaining 42%
of revenues were from sales of gasoline, diesel fuel, kerosene,
propane, home heating equipment services, and related sales. The
Company now serves approximately 26,000 home heating oil
customers from three locations, of which two are located in New
Jersey and one is located in Florida.

The Company also provides installation and repair of heating
equipment as a service to its customers. The Company considers
service and installation services to be an integral part of its
business. Accordingly, the Company regularly provides service
incentives to obtain and retain customers. The Company provides
home heating equipment repair service on a 24 hours-a-day, seven
days-a-week basis, generally within four hours of request.
Except in isolated instances, the Company does not provide
service to any person who is not a customer.

The Company reported revenues of $26,723,482 for the year ended
June 30, 2002, a decrease of 21.29% over the prior year's
revenues of $33,953,373 for the same period. This decrease can
be attributed primarily to a decrease in the cost of product
(mainly home heating oil) and the resulting lower retail sales
price, which was sold by the Company below the prices that the
Company sold the same products the prior year. In addition, the
winter of 2001/2002 was abnormally warm, making it the warmest
temperatures on record for the last 125 years.

Gross profit margin, as a percentage of revenues, for the year
ended June 30, 2002, increased to 18.98% from 15.22%. The
increase in margin is primarily a result of the Company's new
margin management policy. This program, which was introduced in
September of 2001, is designed to maximize margins, by product
segment, on each of the products and services that it markets to
the consumer. This program is designed to promote product
pricing that is in line with the specific type of service
provided.

Operating loss for the year ended June 30, 2002 was $1,426,268,
a decrease of 20.73% over the Company's operating loss of
$1,799,235 for the year ended June 30, 2001. This decreased
operating loss for the   year ended June 30, 2002 was directly
attributable to the lower SG&A expenses and sales at higher
margins.

The net loss of $1,522,255 included the results of a new
subsidiary, Price Energy.com, which had a loss of $1,010,682 for
the year ended June 30, 2002. The subsidiary began operations in
October 2000. Other causes that reduced income included warmer
weather. The entire Northeast, which includes the Company's main
area of operations, experienced the warmest winter season in 125
years which also significantly reduced income during the primary
heating season of the six-month period October through March. In
addition, interest income decreased and the Company's gross
margin was lower during the quarter ended September 30th 2001,
prior to full implementation of the new margin management
program.

For the year ended June 30, 2002, compared to the year ended
June 30, 2001, the Company's cash position decreased by
$1,230,458 from $1,489,018 to $258,560. For the year ended June
30, 2002, cash was generated through collections of customer
advance payments, and an increased loan from the bank. The
primary reason for reduction in cash was a loan to
PriceEnergy.com, Inc. and a reduction in accounts payable and
installment debt.

The Company's most recent financial statements have been
prepared assuming the Company will continue as a going concern.
Significant losses were incurred during the years ended June 30,
2002 and 2001, resulting in a reduction of working capital and
stockholders' equity. The Company as of June 30, 2002, has a
positive stockholders' equity of $3,261,140. The Company's
business plan is as follows:

          1.   Suspend the operations of its subsidiary, Price
               Energy.Com, Inc., which had a loss in excess of
               $1 million in the year ended June 30, 2002, and
               has been a drain on cash.

          2.   The Company is pursuing several sources of
               financing:

               1.   The Company is currently in talks to
                    consolidate a large potion of its existing
                    debt into one facility and obtain a working
                    capital line of credit in the $2 - $2.5
                    million range.

               2.   The Company is also working on a Stock
                    Purchase Agreement that will increase
                    ownership equity.

               3.   The Company has received a loan of $750,000
                    in September 2002 from a privately owned
                    entity.

          3.   The Company is working on a decrease in operating
               expenses, has increased its gross margin during
               the past nine months and also has budgeted higher
               sales for the 2002/2003 year, as sales of
               primarily #2 heating oil were reduced in the
               2001/2002 heating season by abnormally high
               temperatures in the northeast.

Based upon management's plans, it appears that substantial doubt
about the Company's ability to continue as a going concern for a
reasonable period of time (one year) is alleviated. Continuation
of the Company as a going concern is dependent upon its ability
to implement its plans. No assurance can be given that the
Company will be successful in these efforts.


ACOUSTISEAL: Section 341(a) Meeting Convenes on October 15, 2002
----------------------------------------------------------------
The United States Trustee will convene a meeting of Acoustiseal,
Inc.'s creditors on October 15, 2002 at 9:30 a.m. at the U.S.
Courthouse, Room 2110A, 400 E. 9th St., in Kansas City,
Missouri. This is the first meeting of creditors required under
11 U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Acoustiseal, Inc., filed for chapter 11 protection on September
4, 2002.  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.


ACCRUE SOFTWARE: Nasdaq Knocks-Off Shares Effective September 27
----------------------------------------------------------------
Accrue Software(R), Inc., (Nasdaq:ACRU) has received notice from
The NASDAQ Stock Market, Inc. that the company's common stock
will be delisted from trading on the Nasdaq SmallCap Market
effective with the opening of trading Friday, September 27,
2002, as a result of its common stock not meeting certain
minimum listing requirements. The company' common stock was
eligible at that time for trading on the NASD-operated Over-the-
Counter Bulletin Board under the symbol ACRU.

Accrue Software is a provider of enterprise-level analytic
solutions designed to help companies understand, predict, and
respond to Internet customer behavior. Accrue's products are
designed to enable companies to increase the effectiveness of
Internet marketing and merchandising initiatives, better manage
customer interactions across multiple channels, and streamline
business operations. With Accrue's solutions, companies
transform volumes of complex Internet data into actionable
information that executives and managers can use to drive key
business decisions and improve the return on their Internet
investment. Accrue's customers include industry leaders such as
Citicorp, Dow Jones & Company, Eastman Kodak, Lands' End,
Macy's, Lycos Europe, and Deutsche Telekom.

Accrue Software was founded in 1996 and is headquartered in
Fremont, Calif., with international headquarters in Cologne,
Germany. Accrue Software can be reached at 1-888-4ACCRUE or 510-
580-4500 and at http://www.accrue.com


ACTIVE LINK: Reaches Debt Restructuring Pact with Fujitsu PC
------------------------------------------------------------
Active Link Communications, Inc., (OTC Bulletin Board: ACVE) has
entered into an agreement in principle for its Mobility Concepts
unit, a leading provider of mobile computing solutions to
Fortune 2000 companies.  The Company also announced it has
reached a significant debt restructuring agreement with Fujitsu
PC Corporation, the Company's largest supplier.

Tim Ells, CEO of Active Link, said the Company has reached an
agreement in principle with a private investor regarding
convertible debt financing to the Company, which is expected to
range between $2,000,000 to $3,000,000.  Mr. Ells also noted
that the funding would substantially improve the Company's cash
position and allow the Company to take advantage of its growing
business opportunities.

Mr. Ells stated that the funds from the financing will be used
to pay suppliers and other creditors and for other corporate
purposes.  He also stated that advances to the Company would be
made on a periodic basis, depending upon arrangements with
creditors made to the satisfaction of the Company's investor.
Restructuring existing debt is a critical component of the
agreement and the Company plans to aggressively pursue new
creditor agreements that realistically align with the Company's
goals.

"We have turned an important corner following a challenging time
in our company's history," said Mr. Ells.  "We are confident
that this funding, combined with the plans to restructure our
debt, will enable us to go forward successfully and provide our
customers with the world-class products and services that they
have come to expect.  While we will certainly pursue new growth
opportunities, our primary focus over the next 90 days will be
to fulfill the expectations of our existing customers, reduce
operating costs and restructure the Company's debt."

The investor will receive a promissory note which will be
payable by the Company in interest-only monthly installments at
5% per annum, with principal payable on September 24, 2005.  The
Note will be convertible to the Company's common stock at the
rate of one share for each $.25 of debt converted by the
investor.  The Company also issued to the investor a warrant to
purchase up to 3,000,000 shares at $.25 per share at any time
through September 24, 2006. The investor will become a member of
the Company's Board of Directors following completion of the
transaction.

The Company also announced that its largest supplier, Fujitsu PC
Corporation, has agreed with the Company's request to modify the
payment terms on the Company's note.  The new agreement is
comprised of a minimum monthly payment and additional payments
based on purchasing incentives.  Mr. Ells said that the new
arrangements with Fujitsu, which are favorable to the Company,
were helpful in strengthening the Company's relationship with
this key vendor and would improve the Company's ability to
obtain adequate supplies from Fujitsu going forward.

Mobility Concepts is a leading provider of wireless networking
and mobile computing solutions for the mobile workforce.  The
Company offers complete solutions that include business
consulting, project design, handheld pen-based computers,
wireless technologies, software development, systems
integration, project management and ongoing managed services and
warranty support. Mobility Concepts provides customers with a
wide selection of mobile products and services in order to
successfully implement, manage and deploy mobile and wireless
projects.  With headquarters in Naperville, Ill., and offices in
Los Angeles, Milwaukee, Detroit, Atlanta, Cincinnati, and
Denver, the Company has relationships with more than 30 vertical
software developers and hardware manufacturers.  Customers
include such organizations as General Dynamics, AC Nielsen, Dow
Agrosciences and Northwest Airlines.  For additional
information, visit the Company's Web site at
http://www.mobilityconcepts.comor contact Mobility Concepts at
1840 Centre Point Circle, Naperville, Illinois 60563; phone
(630) 955-9755.


ADELPHIA BUSINESS: W.L. Gore Wants to Conduct Rule 2004 Exam
------------------------------------------------------------
According to Matthew J. Gold, Esq., at Wolf, Block, Schorr and
Solis-Cohen LLP, in New York, W. L. Gore & Associates, Inc. is a
diversified manufacturer of electronic, medical, industrial and
fabric products with major facilities in the United States,
concentrated in Delaware, Maryland and Arizona, and with
additional facilities in several other countries.  Gore and
Adelphia Business Solutions, Inc., together with its debtor-
affiliates are parties to a certain contract entitled "IRU and
Maintenance Agreement," dated April 6, 2000, as amended by the
First Amendment to IRU and Maintenance Agreement, dated June 5,
2001.

Pursuant to the terms of the Gore Fiber Network Contract, the
ABIZ Debtors agreed to:

-- construct a fiber-optic loop connecting Gore's facilities in
   Maryland and Delaware;

-- obtain required access with third parties for the Gore
   Fiber Network; and

-- operate the Gore Fiber Network for a period of 25 years after
   its completion.

Upon termination or expiration of the Gore Fiber Network
Contract ownership of the Gore Fiber Network will vest in Gore
or its designee.

Mr. Gold explains that the Gore Fiber Network was designed in a
loop configuration so that the system will have redundancy, that
is, the transmissions can be sent in either direction.  The
redundancy will allow continued operation of the system even if
individual segments become temporarily inoperable.  Construction
of the Gore Fiber Network is not complete; one facility in
Delaware and one facility in Maryland must be linked together to
complete the loop.

Gore seeks permission from the U.S. Bankruptcy Court for the
Southern District of New York to obtain discovery from the ABIZ
Debtors to determine precisely what needs to be done to complete
the Gore Fiber Network -- including verifying the access that
has already been obtained -- and to discover the ABIZ Debtors
ongoing activities, if any, directed toward completing the
construction.

Specifically, Gore wants to examine the Debtors and compel
production of these documents:

-- All agreements, easements, pole attachments, permits and any
   other similar documents evidencing access the Debtors have
   obtained for the Gore Fiber Network, excluding those
   agreements and documents which Gore has already obtained from
   Cedars; and

-- Any resolutions or permits issued by any county or
   municipality authorizing the use of, or granting easements
   in, their rights of way for the Gore Fiber Network.

Gore also seeks permission to examine a representative of the
Debtors regarding these topics:

-- The status of the permit applications pending before
   Conectiv, Verizon and Norfolk & Southern Railroad;

-- The Debtors' ongoing efforts, if any, directed towards
   completion of the Gore Fiber Network; and

-- The Debtors' ongoing activities, if any, that would impair
   its ability to perform its obligations under the Gore Fiber
   Network Contract -- e.g. seeking a withdrawal of its
   certification a common carrier in Delaware, Maryland and
   before the FCC.

Mr. Gold explains that Gore needs the information to determine
how to proceed with respect to the Gore Fiber Network Contract
and to minimize its damages caused by the ABIZ Debtors' failure
to complete the Gore Fiber Network.  Gore's attempts to obtain
the requested information through informal means have failed.
Therefore, formal discovery is required.

In anticipation of an imminent loop closing, Mr. Gold relates
that Gore began using the operable portion of the Gore Fiber
Network on March 23, 2002.  Without the planned redundancy that
will be provided by loop closure, Gore's entire eastern
manufacturing cluster is at an unacceptable level of risk of
plant shut down and operations interruption.  Moreover, until it
is complete, the Gore Fiber Network cannot carry all of the
traffic that Gore expected it would carry.  The problem is
exacerbated by the fact that the Debtors have not provided Gore
with a new technical contact to resolve problems with the
operation of the Gore Fiber Network.  In determining how to best
address this issue, Gore needs to know how much of the Gore
Fiber Network remains to be constructed, the degree and type of
access, and the time required to complete the project.

In a letter dated May 23, 2002, Mr. Gold recounts that Cedars
Telecommunications, Inc., the designer of the Gore Fiber Network
and the party who is constructing the Gore Fiber Network,
notified the Debtors of the tasks remaining to complete the Gore
Fiber Network.  Among other things, Cedars notified the Debtors
that until they paid $35,000 in permit fees to three third
parties, the construction could not be completed.

On July 11, 2002, Mr. Gold informs the Court that counsel for
Gore contacted the Debtors' bankruptcy counsel requesting
information regarding the status of work on the Gore Fiber
Network and to request copies of the access agreements.  On July
30, 2002, the Debtors' bankruptcy counsel referred Gore's
counsel to the Debtors' in-house counsel.  The Debtors' counsel
indicated that their representatives in the field were working
to resolve the permit issues, but as of August 9, 2002, the
permits have not issued.  Although copies of some of the access
agreements have been provided to Gore by Cedars, Gore has been
unable to obtain verification from the Debtors that Gore has
received copies of all of the existing access agreements for the
Gore Fiber Network.

Mr. Gold contends that Gore has been attempting to obtain
information from the Debtors on an informal basis for two
months. While the Debtors have provided certain information to
Gore during this time period, partial provision of information
scarcely satisfies the Debtors' obligations to provide
information, and partial information is barely more useful to
Gore than no information at all. (Adelphia Bankruptcy News,
Issue No. 18; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ADELPHIA COMMS: Equity Panel Gets Approval to Hire Sidley Austin
----------------------------------------------------------------
The Official Committee of Equity Security Holders of the ACOM
Debtors sought and obtained the U.S. Bankruptcy Court for the
Southern District of New York's authority to retain Sidley
Austin Brown & Wood LLP, nunc pro tunc to August 1, 2002, as
counsel.

Sidley will be compensated on an hourly basis and will be
reimbursed for actual and necessary expenses incurred.  Sidley's
hourly rates for work of this nature currently range from:

      Partners and Senior Counsel       $410 - 675
      Associates                         175 - 375
      Paralegals                          80 - 160

These hourly rates are subject to periodic adjustments to
reflect economic and other conditions.

As counsel, Sidley is expected to:

-- advise the Equity Committee and representing it with respect
   to proposals submitted to the Equity Committee and pleadings
   submitted by the Debtors or others to the Court;

-- represent the Equity Committee with respect to any plans of
   reorganization or disposition of assets proposed in these
   cases;

-- attend hearings, draft pleadings and generally advocate
   positions which further the interests of the equity
   holders represented by the Equity Committee;

-- examine the Debtors' affairs and reviewing the Debtors'
   operations;

-- investigate any potential causes of action which the Debtors
   or the Equity Committee may bring against any third-party;

-- advise the Equity Committee as to the progress of the
   Chapter 11 proceedings; and

-- perform any other professional services as are in the
   interests of those represented by the Equity Committee.
   (Adelphia Bankruptcy News, Issue No. 18; Bankruptcy
   Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Adelphia Communications' 9.875% bonds
due 2005 (ADEL05USR2) are trading between 36.5 and 38.5 . See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL05USR2
for real-time bond pricing.


AGRILINK FOODS: Fiscal 2002 Net Sales Fall 11% to $1 Billion
------------------------------------------------------------
Agrilink Foods, the country's largest manufacturer and marketer
of frozen vegetables, reported its fiscal 2002 results for the
year ended June 29, 2002.

Operating earnings from the on-going business for fiscal 2002
increased $19.1 million, or 23 percent, to $100.3 million from
$81.2 million in the prior year.  Agrilink Foods' results were
positively impacted by actions taken throughout the year to
improve margins and lower fixed costs.  The Company's on-going
business operating earnings also benefited from the adoption of
Statement of Financial Accounting Standard No. 142, which
eliminated approximately $8.8 million of non-cash amortization
expense.  Agrilink Foods' interest expense for fiscal 2002 was
$66.4 million, approximately $13.4 million lower than the prior
year's interest expense, driven in large part by lower interest
rates.

Net sales for Agrilink Foods in fiscal 2002 were approximately
$1.0 billion, which represented a decline of $130.8 million or
11 percent. Approximately one-third of this decline, or $47.3
million, related to reductions associated with the planned
termination of a co-pack agreement and with a one-time inventory
purchase and sale in fiscal 2001.  The remaining declines were
attributable to the Company's decision to exit relationships
with several non-branded customers and category declines in
several of the businesses in which the Company competes.

As was previously announced, Agrilink Foods recorded a non-cash
goodwill impairment charge in its financial statements for the
fiscal year ending June 29, 2002.  The amount of the charge was
approximately $137.5 million (net of taxes).  Excluding this
one-time impairment charge, net income for fiscal 2002 was $6.8
million.

"We've continued to work very hard these past 12 months on
improving our margins," commented Agrilink Foods Chairman,
President and Chief Executive Officer, Dennis M. Mullen, "and
the increase in operating earnings clearly demonstrates the
success of these efforts.  As we move forward in our new fiscal
year," Mullen continued, "we do so with the added excitement
generated by our new equity partner, Vestar, and the growth
opportunities their investment allows."

Rochester-based Agrilink Foods, with sales of approximately $1.0
billion annually, processes fruits and vegetables in 30
facilities across the country. Familiar brands in the frozen
aisle include Birds Eye, Birds Eye Voila!, Birds Eye Simply
Grillin,' Birds Eye Hearty Spoonfuls, Freshlike and McKenzie's.
Other processed foods marketed by Agrilink Foods include canned
vegetables (Freshlike and Veg-All); pie fillings (Comstock and
Wilderness); chili and chili ingredients (Nalley and Brooks);
salad dressings (Bernstein's and Nalley) and snacks (Tim's,
Snyder of Berlin and Husman's).  Agrilink Foods also produces
many of these products for the private label, food service and
industrial markets.

                       *    *    *

As was previously announced on June 21, 2002, Pro-Fac and
Agrilink Foods, Inc., a wholly-owned subsidiary of Pro-Fac,
incurred a non-cash impairment charge in their financial
statements for the fiscal year ending June 29, 2002 to the
goodwill value of Agrilink. The amount of the charge, to conform
with Financial Accounting Standard 142, was originally expected
to be approximately $105 million, but, upon further review of
the situation by Pro-Fac, Agrilink and Pro-Fac's independent
accountants, is now expected to be approximately $140 million.
Agrilink initiated and has obtained an interim waiver from its
existing bank lenders waiving the impact of the impairment
charge on a covenant under the bank lending facility, so that
Agrilink will continue to have access to borrowing under its
bank lending agreement to fund the operations of its business
through September 27, 2002.


AIRLEASE LTD: Board Approves Third Quarter Cash Distribution
------------------------------------------------------------
Airlease Ltd., (OTC Bulletin Board: AIRL), a California Limited
Partnership, said its directors approved a third quarter 2002
cash distribution of five cents per unit.  The second quarter
cash distribution was 11 cents per unit.  The third quarter cash
distribution will be payable November 15, 2002, to unitholders
of record on October 4, 2002.

The reduction in cash distribution reflects the Partnership's
expected decrease in cash from operations due to the recent
election by a lessee not to renew its leases of two MD-82
aircraft, which are scheduled to terminate on October 1, 2002.
However, the Partnership is in negotiations concerning a
possible extension of the leases for approximately three to
eight months. There can be no assurance that the leases will be
extended, and the Partnership is not able to predict the terms
of any such extension.

The reduction in cash distribution also reflects the continued
deterioration in the aircraft leasing market as a consequence of
lower airline traffic, fleet cutbacks from major airlines, and
the bankruptcy filing of U.S. Airways and financial difficulties
of other U.S. carriers.  The three aircraft in the Partnership's
portfolio previously on lease to U.S. Airways remain off lease.
No immediate prospects for leases of these three aircraft, or of
the two MD-82 aircraft currently on lease following their
return, have been identified at this time.

In June 2002, the Partnership commenced litigation against U.S.
Airways seeking to recover damages for U.S. Airways' failure to
return the three aircraft leased to U.S. Airways following lease
expiration on September 30, 2001 and to pay rent due on the
aircraft.  U.S. Airways has since filed for bankruptcy.  The
outcome of the litigation and bankruptcy are both uncertain and
there can be no assurance as to the amount or timing of any
final settlement or award resulting from the litigation.

                   Shares Kicked-Off the NYSE

As reported in Troubled Company Reporter's Sept. 10, 2002
edition, Airlease Ltd., commenced trading of its limited
partnership units on the OTC Bulletin Board (OTCBB) on September
9, 2002 under the ticker symbol "AIRL".

The move to the OTCBB followed the Partnership's receipt of
notice from the New York Stock Exchange that trading in the
Partnership's limited partnership units would be suspended prior
to the opening on Monday, September 9, 2002 and that the units
will be delisted because the Partnership no longer meets the
NYSE's continued listing criteria.

                 Exposure to USAir's Bankruptcy

In June 2002, the Partnership commenced litigation against US
Airways  seeking to recover damages for US Airways' failure to
return three MD-82  aircraft leased to US Airways following
lease expiration on September 30,  2001 and to pay rent due on
the aircraft. The lawsuit was filed in  California court by
First Union National Bank, as trustee for the  Partnership, the
beneficial owner of the aircraft. The Partnership  commenced the
litigation after negotiations with US Airways failed to  result
in return of the aircraft.

In the lawsuit, the Partnership asserts that US Airways breached
its  obligations under the lease by failing to return the three
aircraft by the  date specified in the lease and in the
condition prescribed by the lease,  and by failing to pay rent
due on the aircraft. The Partnership is seeking  damages from US
Airways including past due rent, rent that may accrue after  the
filing of the lawsuit, and the cost of restoring the aircraft to
the  condition prescribed by the lease.

On August 11, 2002, US Airways Airlines Inc. filed voluntary
petitions for  reorganization under Chapter 11 of the bankruptcy
code. Subsequently, the  bankruptcy court issued an order
allowing US Airways to reject the lease  relating to three
aircraft which the Partnership previously leased to US  Airways.
The Partnership is evaluating the effect of the filing and the
order on its lawsuit against US Airways and US Airways
contractual  obligations to the Partnership. At this time the
Partnership is unable to  evaluate or determine the effect of
the filing and the order on the  litigation, these obligations,
or the collectability of its claims against  US Airways. In
addition, the Partnership believes that the bankruptcy  filing
and the order may adversely affect the ability or willingness of
US  Airways to return the three aircraft under a now expired
lease to US  Airways in the conditions stipulated in the lease.
Among other things, in  light of the bankruptcy filing and the
order, the Partnership may have to  refurbish the aircraft at
its own expense in order to lease them to others  without any
assurance of reimbursement from US Airways. The Partnership
will monitor the bankruptcy process involving US Airways.


AMCARE HEALTH: Fitch Lowers Insurer Fin'l Strength Rating to D
--------------------------------------------------------------
Fitch Ratings has lowered its quantitative insurer financial
strength rating of AmCare Health Plans of Louisiana Inc., to 'D'
from 'Bq'. This rating action follows AmCare being placed into
rehabilitation by Louisiana Insurance Commissioner on September
25, 2002.

The insurance regulator took control of AmCare after determining
that the organization was approximately $8 million below the
minimum requirement of holding at least $3 million in reserves.

A major medical care organization has agreed to offer coverage
to all of AmCare's commercial members effective October 2002 and
individual plan members will have guaranteed issue rights
through the Louisiana Health Plan. Other members will have
alternative coverage's available.

              Entity                              Rating

     Amcare Health Plans of LA, Inc. (LA)           'D'


AMERICAN GREETINGS: Posts Improved Second Quarter Performance
-------------------------------------------------------------
American Greetings Corp., (NYSE: AM) reported operating results
in line with projections and reflecting year-over-year
improvement for the second quarter of fiscal year 2003, as well
as the first half of the year.

The Corporation realized a net loss of $15.8 million for the
second quarter ended Aug. 31, 2002. These results compare to a
net loss before special charges of $28 million for the second
quarter of fiscal 2002 and a reported net loss (including all
special charges) of $35.7 million.

Certain covenants of the Corporation's debt agreements are based
on calculations of adjusted earnings before interest, taxes,
depreciation and amortization (EBITDA). As such, adjusted EBITDA
was $10.3 million for the second quarter, compared to adjusted
EBITDA of a $4.4 million loss, which excludes special charges
for the same period last year. EBITDA for the trailing four
quarters adjusted to exclude special charges was $339.1 million,
compared to adjusted EBITDA for the year-ago trailing four
quarters of $269.3 million.

Reported net sales in the quarter were $396.9 million, a 0.5
percent increase compared to $395.1 million of net sales
reported in the second quarter of last year.

Morry Weiss, chairman and chief executive officer of American
Greetings, said the Corporation's results for the second quarter
were solid, given the challenging retail conditions encountered
during the quarter. "The second quarter is historically one in
which we show a net loss due to the seasonal nature of our
business," Weiss said. "However, we feel very good about the
fact that we greatly reduced our loss compared to the prior year
and that cash flow remains strong."

"Our revenue performance has shown surprising strength through
the first half of the year, despite retail bankruptcies and the
previously disclosed loss of a retail account," Weiss added.
"Greeting card sales have endured a weak retail environment, and
the cost reduction programs that we have implemented within the
past year continue to benefit our bottom line."

Weiss also reaffirmed the Corporation's previously announced
earnings estimate of $1.45 to $1.55 per share assuming dilution
(excluding the one-time gain on the sale of an investment) for
the full year. "We are very confident that we will achieve our
projections for the full year based on what we have seen in the
first half," Weiss said.

The Corporation reported net income of $28.7 million, or 44
cents per share (41 cents assuming full dilution), for the first
six months of fiscal year 2003. Included in these results is a
favorable impact of 11 cents per share (10 cents assuming full
dilution) from the sale of an investment. This compares to last
year's net loss before special charges of $9.6 million, or 15
cents per share (a net loss of $115.8 million, or $1.82 per
share including special charges).

Net sales in the first six months were $881.1 million, a 4.4
percent increase compared to $844.0 million in the same period
last year, with the prior year's results adjusted for special
charges. This year's results reflect the adoption of EITF Issue
No. 01-09, "Accounting for Consideration Given by a Vendor to a
Customer/Reseller;" last year's results have been reclassified
to reflect this new pronouncement. These reclassifications in
the prior year resulted in decreases in the material, labor and
other production costs and selling, distribution and marketing
captions, with a corresponding decrease in net sales and had no
effect on pretax income.

American Greetings Corporation (NYSE: AM) is the world's largest
publicly held creator, manufacturer and distributor of greeting
cards and social expression products. Its staff of artists,
designers and writers comprises one of the largest creative
departments in the world and helps consumers "say it best" by
supplying more than 15,000 greeting card designs to retail
outlets in nearly every English-speaking country. Located in
Cleveland, Ohio, American Greetings generates annual net sales
of approximately $2 billion. For more information on the
Corporation, visit http://corporate.americangreetings.comon the
World Wide Web.

As reported in the July 2, 2002 edition of Troubled Company
Reporter, Standard & Poor's affirmed American Greetings'
BB+ Subordinated Debt Rating.


AMF BOWLING: Unsecured Trade Creditors Get New Shares Today
-----------------------------------------------------------
AMF Bowling Worldwide, Inc., confirmed that it will distribute
shares of its common stock and Series A and Series B warrants on
September 30, 2002 to certain holders of allowed unsecured trade
claims under the Company's previously confirmed plan of
reorganization.

The Company expects to distribute an aggregate of approximately
2,872 shares and 13,616 warrants on such closing date, leaving
approximately 35,598 shares and 165,317 warrants remaining for
future distributions to unsecured claimants.

The September 30 distribution will be made only to holders of
unsecured claims that have been classified as allowed Class 4
claims under the plan of reorganization and who delivered
properly completed distribution instructions by the September
16, 2002 deadline. Other holders of unsecured trade claims which
become allowed in the future will be eligible to participate in
subsequent distributions. The Company will distribute
instructions to eligible claimants prior to any such subsequent
distributions.

The common stock and warrants will be distributed on the closing
date through the Deposit/Withdrawal at Custodian transfer
procedure of The Depository Trust Company to the eligible
claimants' brokerage accounts pursuant to the instructions
provided to the Company. In order to receive their securities,
claimants must ask their brokers to post a request to DTC for a
DWAC transfer of the securities by Mellon Investor Services LLC,
the transfer agent for the securities, in accordance with the
instructions previously provided by the Company. The request
must be posted to DTC on the closing date or, if the broker's
systems allow, prior to the closing date, and must request
transfer of the securities on the closing date. The Company will
notify each claimant's designated broker prior to the closing
date with the amount of securities it will be receiving.

Claimants or their brokers with questions on the distribution of
the securities or the DWAC delivery procedures should contact
the Company's Class 4 Distribution Help Center at Bankruptcy
Services LLC at (212) 376-8494.

AMF Bowling Worldwide, Inc. is a leader in the manufacturing and
marketing of bowling products and the largest owner and operator
of bowling centers in the world. In addition, the Company
manufactures and sells the PlayMaster, Highland and Renaissance
brands of billiards tables. Additional information about the
Company is available on the Internet at http://www.amf.com


BAPTIST HEALTH: BGCT Board Recommends Sale to Vanguard Health
-------------------------------------------------------------
The Baptist General Convention of Texas Executive Board has
recommended that the state convention consent to the sale of San
Antonio's Baptist Health System to Vanguard Health Systems, a
for-profit, investor-owned company.

With only one dissenting vote, the more than 200-member board
voted at its Sept. 24 meeting in Dallas to affirm the deal.
Messengers to the annual BGCT meeting, Nov. 11-12 in Waco, must
approve the sale before it is final.

The executive board decision came after the convention's Human
Welfare Coordinating Board "with reluctance and disappointment"
recommended the sale of the financially beleaguered Baptist
Hospital System to Vanguard, a Nashville, Tenn., based
corporation.

Baptist Health System operates five hospitals with about 1,500
beds in the San Antonio area, making it the largest non-profit
health care system in the region. The system, which has
struggled financially for at least four years, is affiliated
with the BGCT, and the convention elects its trustees.

Those trustees signed a letter of intent to sell Baptist Health
System to Vanguard. The for-profit corporation promised to pay
off $174 million in long-term debt and fund $28 million in debt
that is due next year. Vanguard pledged to spend $200 million on
capital improvements to the hospital by 2008.

Vanguard also proposed providing $100 million to fund a
foundation that would benefit Baptist-related health care and
human needs ministries in the San Antonio area.

The BGCT Executive Board voted to appoint a special committee to
review the definitive agreement for the sale of the hospital
system assets. The committee -- consisting of the chairman of
the executive board and the chairman, chairman-elect and
executive committee of the Human Welfare Coordinating Board --
would make sure that the deal was in substantial compliance with
the provisions of the sale as presented to the Human Welfare
Coordinating Board.

The committee also was charged with negotiating and clarifying
the inclusion of four definitive provisions in any agreement:
(1) preserving and protecting Baptist ministry, heritage and
health care policies; (2) requiring that the Baptist name be
dropped if the BGCT ever demanded it; (3) designating the
Baptist entity or entities to receive and administer the
purchase price to support health care-related ministries in the
area; and (4) dealing with any other matters considered
important by the committee to "preserve and effect the spirit"
of the statement approved by the executive board.

Bill Skaar, chairman of the Human Welfare Coordinating Board and
pastor of First Baptist Church in Grand Prairie, told the
executive board that the recommended sale came out of a desire
"to do what is best for the San Antonio area."

Earlier, the Human Welfare Coordinating Board had appealed to
the Baptist Health System board to enter into any alliance with
an investor-owned corporation only as a "last resort," after all
not-for-profit possibilities had been carefully explored.

"The continued preference of the Human Welfare Coordinating
Board is for Baptist Health System to continue as an independent
entity, in partnership with another faith-based system, or in
partnership with another not-for-profit entity," the board
stated in resolution in April.

Leaders of the Human Welfare Coordinating Board and the BGCT
particularly urged the Baptist Health System trustees to
consider an offer by Valley Baptist Health System, a BGCT-
related hospital system in Harlingen. Previously, the BGCT had
given tentative agreement to an alliance with the non-profit
Christus Santa Rosa Health Care system, but the parties involved
never came to a mutually satisfactory agreement.

The Baptist Health System trustees three times rejected offers
from Valley Baptist Health System, choosing instead to accept
the Vanguard deal.

Earl Cutler of San Antonio, chairman of the Baptist Health
System board of trustees, told the BGCT Executive Board that the
health care system needed the rapid "capital infusion" that
Vanguard offered.

He explained that as recently as 1999, Baptist Health System
showed a profit. But in 2000, after further financial
investigation, the hospital system revealed that it actually had
experienced a substantial loss that year. The board dismissed
the system's chief executive officer and brought in a
"turnaround" team, but the losses continued.

The system currently has no access to capital funding, is in
default of bond covenants, has lost doctors and is having
difficulty keeping other employees, experienced a drop in
patient volume, and is in jeopardy of losing its accreditation
in some areas, he added.

"We came to conclusion that without substantial additional
capital, Baptist Health System will continue in a downward
spiral," Cutler said.

The Baptist Health System board secured several contractual
guarantees from Vanguard. They included continued funding for
chaplaincy programs, the hiring of a vice president for Baptist
ministry, a commitment to keep all five hospitals open for at
least seven years, and pledges to maintain the level of charity
care historically provided by Baptist Health System.

A member of the executive board asked Charles Wade, BGCT
executive director, to speak to the issue.

"This has been a rather difficult decision for all of us," Wade
responded.

He explained that the Human Welfare Coordinating Board only had
the authority to accept or reject the proposal brought to them
by the trustees. The coordinating board could not choose one
offer over another.

Wade added that he and other BGCT leaders tried to facilitate a
deal between Valley Baptist Health System, which he considered
"a good offer. But the 15 members of the Baptist Health System
board disagreed. They felt it was not adequate."

Wade underscored the BGCT commitment to its hospital systems and
their mission of providing not-for-profit health care. But he
added that the deal with Vanguard was the "option most possible"
for Baptist Health System, and he encouraged the executive board
to support the proposal.


BELL CANADA: Asks Cabinet to Overturn AT&T Canada's Appeal
----------------------------------------------------------
Bell Canada, joined by Aliant Telecommunications Inc., MTS
Communications Inc., and Saskatchewan Telecommunications, has
presented a formal response to government strongly opposing AT&T
Canada's petition to Cabinet which seeks to overturn the
Canadian Radio-television and Telecommunications Commission's
Price Cap decision. The companies called upon Cabinet to reject
AT&T Canada's appeal.

"We've just completed a lengthy and exhaustive two-year process
to review the state of competition and the regulatory regime in
Canada's telecom sector. As an outcome of that review - which
included industry, consumer and government representatives - the
CRTC soundly rejected the same proposal that AT&T is again
advancing in its petition," stated Stephen Wetmore, Vice Chair
Corporate, Bell Canada and Executive Vice President, BCE.
"AT&T's current petition amounts to a request for a corporate
bail out - a request that should be swiftly and categorically
rejected."

"The CRTC's Price Cap decision strikes a balance among
consumers, competitors and incumbents. It provides a clear
regulatory regime that allows companies to adequately plan for
the foreseeable future," continued Wetmore. "Opening up the
decision would introduce further uncertainty to an industry
that is in need of stability."

In its response, Bell argues that adopting AT&T's proposal would
undermine competition, discourage investment and threaten
Canada's leadership in telecommunications.

"AT&T is asking the Canadian government to abandon a highly
successful and carefully thought through regulatory policy in
order to address AT&T's particular financial challenges," added
Wetmore. "The industry is in turmoil around the world and
regulatory systems should not be used to artificially support
individual companies."

Canada's current regulatory system has brought Canadians one of
the most affordable and advanced systems in the world, and has
made Canada a global leader in telecommunications.

Bell Canada, Canada's national leader for communications in the
Internet world, provides connectivity to residential and
business customers through wired and wireless voice and data
communications, high speed and wireless Internet access, IP-
broadband services, e-business solutions, local and long
distance phone and directory services. Bell Canada is owned by
BCE Inc. of Montr,al. For more information, please visit
http://www.bell.ca


BELL CANADA: Appoints Patrick Pichette as Chief Fin'l Officer
-------------------------------------------------------------
Michael J. Sabia, President and Chief Executive Officer of BCE
Inc., and Chief Executive Officer of Bell Canada, announced the
appointment of Patrick Pichette as Chief Financial Officer
of Bell Canada.

Mr. Pichette was previously Executive Vice-President, Planning
and Performance Management at BCE. Prior to joining BCE, Mr.
Pichette was a Partner at McKinsey & Company, where he led
several international assignments as well as being a lead member
of McKinsey's North American telecom practice. He also served as
Vice-President and Chief Financial Officer of Call-Net
Enterprises.  Mr. Pichette holds a Master's Degree from Oxford
University. He will report to Stephen Wetmore, Vice-Chairman,
Corporate Centre at Bell Canada.

"Patrick brings a strong and experienced background to his role
at Bell," said Mr. Sabia. "He will be a key member of the
executive team as we continue to strengthen the balance sheets
at both BCE and Bell Canada."

Mr. Pichette replaces David McLennan who will be taking a
special assignment within the BCE Group.

Bell Canada, Canada's national leader for communications in the
Internet world, provides connectivity to residential and
business customers through wired and wireless voice and data
communications, high speed and wireless Internet access, IP-
broadband services, local and long distance phone and directory
services. Bell Canada is owned by BCE Inc. of Montr,al. For more
information please visit http://www.bell.ca

                      *   *   *

As previously reported in the September 18, 2002 issue of the
Troubled Company Reporter, BCE Inc., sold its Bell Canada
directories business for C$3 billion cash to Kohlberg Kravis
Roberts & Co., and the Teachers' Merchant Bank, the private
equity arm of the Ontario Teachers' Pension Plan. The
transaction values the business at approximately nine times
trailing EBITDA (earnings before interest expense, income taxes,
depreciation and amortization).

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


BETHLEHEM STEEL: Gets Second Extension of Lease Decision Period
---------------------------------------------------------------
For the second time, Bethlehem Steel Corporation and its debtor-
affiliates sought and obtained permission from the U.S.
Bankruptcy Court for the Southern District of New York to extend
the period within which they may assume or reject unexpired
nonresidential real property leases to and including the earlier
of:

   -- June 16, 2003; and
   -- confirmation of a Chapter 11 plan.

The Debtors at present remain parties to 22 Unexpired Leases.
The composition of these leases include:

(a) 11 Unexpired Leases relating to regional sales offices
    operated by the Debtors;

(b) a sublease to a third party;

(c) leases used for storage facilities;

(d) leases for office space, ground leases; and

(e) leases for a railroad track and a security gate.

The Unexpired Leases pertain to properties owned by 20 different
lessors.  The Debtors will continue to pay postpetition rent
obligations under the Unexpired Leases as they become due.
(Bethlehem Bankruptcy News, Issue No. 22; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

DebtTraders reports that Bethlehem Steel Corporation's 10.375%
bonds due 2003 (BS03USR1) are trading between 7 and 9. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BS03USR1for
real-time bond pricing.


BIO-TECHNOLOGY GENERAL: Completes Restatements of Fin'l Results
---------------------------------------------------------------
Bio-Technology General Corp., (NASDAQ:BTGCE) announced the
completion of the previously announced re-audit of the Company's
restated financial statements for the years ended December 31,
1999, 2000, and 2001 and the filing with the SEC of audited
financial statements on Form 10-K/A for the year ended December
31, 2001 and 10-Q/As for the quarters ended March 31, 2002, and
June 30, 2002.

The Company believes that with these filings it is again in
compliance with NASDAQ Marketplace Rule 4310c(14). As previously
announced, NASDAQ had notified BTG that it had not complied with
Marketplace Rule 4310c(14) because its consolidated financial
statements included in its Quarterly Report on Form 10-Q for the
period ended June 30, 2002 had not been reviewed by its new
independent auditors in accordance with Statement on Auditing
Standards No. 71 because of the restatement and re-audit
previously disclosed. BTG requested a hearing before a NASDAQ
Listing Qualifications Panel to appeal the potential delisting
from NASDAQ as a result of this non-compliance. Pending the
hearing, BTG's stock is trading on NASDAQ under the symbol
BTGCE.

As previously reported, on May 8, 2002, BTG appointed KPMG LLP
as its auditors, replacing Arthur Andersen LLP. In July 2002,
KPMG made certain observations, as a result of which the Company
decided to restate its financial statements for the years 1999
through 2001. KPMG was engaged to perform the re-audits of the
restated financial statements because Arthur Andersen, which had
audited the financial statements for 1999 through 2001, was no
longer available to perform them.

The restated results for the six months ended June 30, 2002
reflect (a) the recognition of contract fee revenue as a
consequence of the deferral of the recognition of an up-front
contract fee originally treated as a milestone payment, and (b)
depreciation expense related to assets received on the Myelos
acquisition that had previously been written off.

In addition, as previously announced, the Company has entered
into a definitive agreement to acquire Rosemont Pharmaceuticals,
Limited, a subsidiary of Akzo Nobel (Amsterdam:AKZO.AS), and a
leader in the UK market for oral liquid formulations of branded
non-proprietary drugs. The Company expects that the closing of
the acquisition will take place on September 30, 2002. The
acquisition will immediately generate an incremental revenue
stream for BTG in 2002 and it is currently anticipated that it
will be significantly accretive to earnings beginning in 2003.

Bio-Technology General Corp., a leading biopharmaceutical
company, develops, manufactures and markets genetically
engineered and other products for human health care. BTG's
products are marketed worldwide. Products sold in the United
States are Oxandrin(R) (oxandrolone, USP), marketed by BTG and
by the Ross Products Division of Abbott Laboratories under a co-
marketing agreement, Delatestryl(R) (testosterone enanthate),
marketed by BTG, Mircette(R) (oral contraceptive), marketed by
Organon, Inc., and BioLon(TM) (sodium hyaluronate), marketed by
Akorn, Inc. Products sold internationally are Bio-Tropin(TM)
(recombinant human growth hormone), BioLon(TM) (sodium
hyaluronate), Bio-Hep-B(TM) (hepatitis B vaccine), and Silkis(R)
(vitamin D derivative). BTG's news releases and other
information are available on the Company's Web site at
http://www.btgc.com


BOYSTOYS.COM: Anticipates Conversion of Chap. 11 Case to Chap. 7
----------------------------------------------------------------
On September 6, 2002, Judge Dennis Montali, the United States
Bankruptcy Judge in the United States Bankruptcy Court for the
Northern District of California, San Francisco Division,
approved an order for the Trustee, E. Lynn Schoenmann, acting as
the trustee of BoysToys.com, Inc., and its two wholly-owned
subsidiaries, RMA of San Francisco, Inc., and Alternative
Entertainment, Inc., to sell the Company's assets to BT
California, LLC, a California limited liability company.  The
action was taken under Case No. 01-31267-SFM and Case No. 01-
32421-DM, the two jointly-administered cases.

In approving the Trustee's sale of the Company's assets to BT
California, LLC, the Bankruptcy Court also approved the Purchase
Agreement, the Amendment to Purchase Agreement, and the Second
Amendment to Purchase Agreement.  Under the terms of the
Purchase Agreement, all of the Company's assets and licenses are
to be transferred to BT California, LLC in exchange for the
latter's payment of a purchase price of $1,442,515.41. While the
Bankruptcy Court will be ruling on several other important
matters related to these two jointly-administered cases, all of
the monies received in payment of the Purchase Price by the
Trustee will be used to pay administrative claims, priority
claims, claims of secured creditors, and claims of unsecured
creditors.  No monies will be paid to any holder of the
Company's common stock.

There is no basis to believe that the Company's common
stockholders will receive any liquidating dividends or other
payments on account of the Company's common stock held by them.
With the sale of the Company's assets to BT California, Ltd.,
the Company has no assets, no business, and no revenues.  The
Bankruptcy Court and the U.S. Bankruptcy Court trustee will
continue to retain full jurisdiction over the Company and its
affairs until such time as these authorities complete the
execution of the duties required of them by law and there can be
no assurance that the Company will emerge from bankruptcy or if
it does emerge from bankruptcy, that the Company will ever again
regain any interest in any business. The Company has, as of this
date, 8,172,139 shares of the Company's common stock (par value
$0.01) outstanding. No shares of the Company's Preferred Stock
($0.01 par value) are outstanding.

At the present and subject to determinations by the Bankruptcy
Court, the Company anticipates that the Company's Chapter 11
reorganization plan will likely be converted into a Chapter 7
plan of liquidation.


BUDGET GROUP: Committee Brings-In Jefferies as Financial Advisor
----------------------------------------------------------------
The Creditors' Committee Chairperson in the Chapter 11 cases of
Budget Group, Inc., and its debtor-affiliates, Lisa A. Miller
tells the Court that the retention of a financial advisor is
necessary and appropriate to enable the Committee to effectively
fulfill its statutory duties and evaluate the complex financial
and economic issues raised by the Debtors' reorganization
proceedings.  The Committee selected Jefferies & Company Inc.,
because of its expertise in providing financial advisory
services to debtors and creditors in restructurings and
distressed situations.

Specifically, Jefferies' extensive experience in these large and
complex Chapter 11 cases on behalf of debtors, creditors and
creditors' committees made the firm an excellent choice:
AmeriServe Food Distribution, Ames Department Stores, Cybercash,
Diamond Brands Operating, Federal Mogul Corporation, Heartland
Wireless Communications, Global Communications Services,
International Wireless Communications, Kaiser Group
International, MobilMedia Communications, Net2000
Communications, Silver Cinemas,  Sunterra Corporation and VF
Brands International.

Ms. Miller relates that the Committee officially voted to retain
Jefferies on August 8, 2002.  The firm has rendered services to
the Committee since then.

Accordingly, the Official Committee of Unsecured Creditors seek
the Court's authority to retain Jefferies & Company, Inc. as
financial advisors, nunc pro tunc to August 8, 2002.

Jefferies is expected to continue to:

A. become familiar with and analyze the business, operations,
   properties, financial condition and prospects of the Debtors;

B. advise the Committee on the current state of the
   restructuring market;

C. assist and advise the Committee in developing a general
   strategy for accomplishing a restructuring; and

D. assist and advise the Committee in evaluating and analyzing a
   restructuring including the value of the securities, if any,
   that may be issued under any restructuring plan.

For its services to the Committee, Jefferies will be compensated
on these terms:

* A monthly cash retainer fee equal to $125,000 per month for
   the remainder of the Term of the Jefferies Engagement Letter
   payable in advance on the first day of each month.  The
   retainer will be payable by the Debtors in cash.  If payment
   of the first Monthly Retainer is made for a partial month
   based upon the date on which the Jefferies Engagement Letter
   is dated, the Retainer will be pro rated from the date on
   which this Agreement is dated to the end of the month.  Any
   Monthly Retainers paid pursuant to this Agreement will be
   credited toward any fee payable;

* If the Debtors complete a Restructuring -- which will be
   deemed to occur not later than the effective date of a
   confirmed plan -- during the term of the engagement,
   Jefferies will be entitled to receive from the Debtors a
   Closing Fee in an amount equal to the greater of:

   (a) 0.75% of the Total Consideration received by unsecured
       creditors in connection with the Restructuring, or

   (b) $1,200,000.

   The amount of the Closing Fee payable in cash upon
   consummation of a Restructuring will be reduced by any
   Monthly Retainers credited against the Closing Fee and will
   be further reduced by $375,000 with respect to fees paid to
   Jefferies by the Debtors pursuant to the Engagement Agreement
   dated February 7, 2002 between the Debtors, Jefferies and the
   Ad Hoc Prepetition Committee of Senior Noteholders of the
   Debtors.

   Total Consideration will mean the total proceeds and other
   consideration paid or received or to be paid or received in
   connection with the Restructuring -- which consideration will
   be deemed to include amounts in escrow -- including, without
   limitation:

   -- cash,

   -- notes, securities and other property,

   -- liabilities, including all debt, pension liabilities and
      guarantees, assumed, reinstated, refinanced or
      extinguished,

   -- payments made in installments, and

   -- contingent payments, whether or not related to future
      earnings or operations.

Jefferies will seek reimbursement for all reasonable out-of-
pocket expenses, including, without limitation, the fees and
disbursements of Jefferies' counsel, all reasonable travel
expenses, duplicating charges, messenger services, long distance
telephone calls and other customary expenditures incurred by
Jefferies in performing its financial advisory services.

Jefferies, Ms. Miller relates, formerly served as financial
advisor to a prepetition ad hoc committee of senior noteholders
of Budget Group Inc.  Prior to the Petition Date, Jefferies
received $757,490.84 as monthly retainer payments from the
Debtors for services rendered and expenses incurred in
connection with Jefferies' representation of the ad hoc
committee.

The Committee believes that the Debtors and their estates should
indemnify and hold harmless Jefferies, its agents, principals
and employees for all claims, damages, liabilities and expenses
to which the parties may have been subject to as a result of
their involvement in providing financial advisory services.
This, however, is except to the extent that the claims, damages,
liabilities and expenses resulted, in whole or in part, from
gross negligence or willful misconduct.

Thane W. Carlston, a Managing Director of Jefferies, informs the
Court that since Jefferies is a global investment banking firm
with broad activities and with more than 80,000 customer
accounts around the world, it is possible that one of its
clients or a counter-party to a security transaction may hold a
claim or is a party-in-interest in the Debtors' Chapter 11
cases.  As a major market maker in equity securities as well as
a major trader of corporate bonds and convertible securities,
Jefferies regularly enters into securities transactions with
other registered broker-dealers as a part of its daily
activities.  Some of these counter-parties may be creditors of
the Debtors.  Mr. Carlston believes that none of Jefferies'
business relationships constitute interests materially adverse
to the Debtors' estates.

Although every reasonable effort has been made to discover and
eliminate the possibility of any conflict, Mr. Carlston says,
Jefferies is unable to state with certainty whether one of its
clients or an affiliated entity holds a claim or otherwise is a
party-in-interest in the Debtors' Chapter 11 cases. (Budget
Group Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


CALL-NET: Repurchases Sr. Sec. Notes to Reduce Interest Expense
---------------------------------------------------------------
Call-Net Enterprises Inc., (TSX: FON, FON B) announced that as
of the close of business on September 26, 2002, it has purchased
for cancellation a total of US $77.5 million of its 10.625 per
cent Senior Secured Notes due December 31, 2008 at market
prices. The total cost of these purchases to Call-Net was US
$18.8 million, including commissions. The purchases were funded
from cash on hand.

The purchase of these Notes will reduce Call-Net's annual
interest expense by US$8.2 million. The Company will record a
gain of approximately CDN$94 million in respect of these
purchases as an unusual item in its results for the third
quarter ending September 30, 2002.

Call-Net will continue to evaluate on an ongoing basis the most
effective use of its capital and may make similar market
purchases in the future depending upon market opportunities,
capital requirements and its liquidity needs.

Randy Benson, Call-Net's senior vice president and chief
financial officer said, "Allocating an appropriate portion of
our cash on hand at this time to purchase notes at attractive
market prices provided a compelling opportunity to lower both
our debt level and debt servicing costs. Our cash and short term
investments on hand after the purchases remain adequate to fund
our business plan."

Sprint Canada Inc., is a leading Canadian integrated
communications solutions provider of voice, data, IP and e-
business services to business and residential customers. Sprint
Canada Inc. is owned by Call Net Enterprises Inc., of Toronto,
which operates an extensive national communications network with
over 130 co-locations in ten Canadian metropolitan markets. For
more information, visit the Company's Web sites at
http://www.sprint.caand http://www.callnet,ca

                         *   *   *

As reported in the April 19, 2002 issue of the Troubled Company
Reporter, Standard & Poor's assigned a 'B+' rating to Call-Net
Enterprises Inc.'s US$377.0 million 10.625% senior notes on
April 16, 2002. At the same time, the long-term corporate credit
rating on the company was raised. Outlook is positive.

The ratings reflect Call-Net's national franchise in Canada, and
improvement in its subscriber mix and financial risk profile,
following the company's successful C$2.6 billion
recapitalization in April 2002.

The ratings also take into consideration Sprint Corp.'s 10.0%
equity ownership and strategic alliance, which provides Call-Net
with access to Sprint's technology, network, purchasing power,
and related trademarks. Still, increasing competition from
incumbent providers in the small and midsize business
telecommunications market, Call-Net's exposure to declining
long-distance prices, and the execution risks associated with a
revised business plan remain concerns.

DebtTraders reports that Call-Net Enterprises Inc.'s 9.375%
bonds due 2009 (CN09CAR1) are trading between 26.5 and 28.5 .
See http://www.debttraders.com/price.cfm?dt_sec_ticker=CN09CAR1
for real-time bond pricing.


CEDARA SOFTWARE: Welcomes Stephen Pincus to Board of Directors
--------------------------------------------------------------
Cedara Software Corp., (TSX:CDE/Nasdaq:CDSW) announced the
appointment of Stephen N. Pincus as a director of Cedara,
effective immediately.

Mr. Pincus is a partner at the law firm Goodmans LLP, a member
of its Executive Committee and head of one of its Business Law
Groups. His practice includes a broad range of corporate and
financial transactions.

Cedara Software Corp., is a leading provider of medical imaging
software serving healthcare solution providers world-wide and is
positioned to deliver sustainable software value to its Original
Equipment Manufacturer and Value Added Reseller partners.
Cedara's software enables healthcare devices and information
technology to perform medical imaging, image
distribution, diagnostic review and therapy guidance.

                       *   *   *

As previously reported, Cedara Software Corp., transferred its
listing from the Nasdaq National Market to the Nasdaq SmallCap
Market effective April 1, 2002, upon the decision of the
bourse's Listing Qualifications Panel.

At December 31, 2001, Cedara Software reported a working capital
deficit of close to CDN$10 million, and a total shareholders'
equity deficit of CDN$99.8 million.


CELL-LOC INC: Working Capital Deficit Tops C$1.3 Mil. at June 30
----------------------------------------------------------------
Cell-Loc Inc., (TSX: CLQ) reported its financial results for the
fiscal year ended June 30, 2002.

For the year ended June 30, 2002, Cell-Loc reported a net loss
of C$8.5 million as compared to C$40.4 million for the previous
year. Included in the C$8.5 million loss is over C$2.8 million
in asset impairment charges consisting of write-downs of
intellectual property, network assets and goodwill. At June 30,
2002, Cell-Loc had cash and cash equivalents of C$2.7 million.

The June 30, 2002 financial statements will be immediately filed
on SEDAR and concurrently mailed to shareholders along with the
Company's annual and special meeting documents, which are
expected to be mailed on or about October 02, 2002. Further, any
Cell-Loc shareholder entitled to receive the 2002 financial
statements may obtain a copy of them in advance upon request to
Cell-Loc.

Cell-Loc Inc. -- http://www.cell-loc.com-- a leader in the
wireless location industry, is the developer of Cellocate(TM), a
family of network-based wireless location products that enable
location-based services. Located in Calgary, Alberta, Cell-Loc
currently develops, markets and supports its patented wireless
location technology in Asia as well as North and South America,
with a view to expanding globally. Cell-Loc equipment will be
manufactured under licenses in Brazil and China. Commercial
deployment has been successfully tested in Canadian markets and
will now proceed under agreements in major U.S. markets as well.
Cell-Loc is listed on the Toronto Stock Exchange (TSX) under the
trading symbol: "CLQ."

Cedara posted a total working capital deficit of about C$1.3
million as of June 30, 2002


CLEARLY CANADIAN: Names Kevin Doran as SVP for Marketing & Sales
----------------------------------------------------------------
Clearly Canadian Beverage Corporation (TSE: CLV; OTCBB:CCBC)
appoints Kevin Doran as Senior Vice President, Marketing and
Sales for the Company.

Reporting to the Company's Chief Operating Officer, Tom Koltai,
Mr. Doran will be responsible for contributing towards the
development and execution of sales and marketing strategies and
objectives for the Company in Canada, the United States, and
internationally.  Mr. Doran brings with him many years of senior
sales and marketing experience, together with demonstrated
results and performance at the highest levels. Most recently
Mr. Doran was Vice President Sales, Marketing, and Logistics for
BC Hot House Foods Inc. where over a five year period he led the
company to significant sales growth and meaningful chain
penetration by a Canadian food exporter into the United States.
Prior to this, Mr. Doran held several senior marketing and
merchandising roles at Shoppers Drug Mart, Canada's largest
retail drug store group.

"Mr. Doran's extensive experience in consumer goods will be
invaluable for our customers," said Douglas Mason, President of
Clearly Canadian Beverage Corporation. "We can now draw on the
resources of Mr. Doran's vast sales and marketing experience and
past proven successes to further our objectives of sales growth
and overall profitability for the Company," said Mason.

Subject to any necessary regulatory and board of directors
approvals, the Company has granted incentive stock options to
Mr. Doran to acquire up to an aggregate of 40,000 shares of the
Company. Such stock options have been granted for a 10 year term
and are excercisable at a price of $1.00 Cdn per share (based on
the average closing price of the Company's shares on The Toronto
Stock Exchange over the preceding 10 day trading period).

Based in Vancouver, B.C., the Company markets premium
alternative beverages and products, including Clearly Canadianr
sparkling flavored water, Clearly Canadian O+2r and Tr, LimoneT,
which are distributed in the United States, Canada and various
other countries. The Company also holds the exclusive license to
manufacture, distribute and sell certain Reebok beverage
products in the United States, Canada and the Caribbean.
Additional information on the Company may be obtained on the
world wide web at http://www.clearly.ca

                       *   *   *

As previously reported, Clearly Canadian Beverage Corporation
concluded the engagement of McDonald Investments as its
investment banker and financial advisor.

Working with McDonald Investments, Clearly Canadian completed a
strategic restructuring in 2001 and the first quarter of 2002,
highlighted by the Company's U.S. subsidiary's divestiture of
its U.S.-based production facility assets and bottling plant and
its branded water and private label bottled water business -
initiatives that Clearly Canadian anticipates will reduce costs
while improving its financial and operational position.

Clearly Canadian Beverage Corp., at December 31, 2001, reported
a working capital deficit of about $400,000, and a total
shareholders' equity deficiency of close to $49 million.


CLICKNSETTLE.COM: Fails to Maintain Nasdaq Listing Requirements
---------------------------------------------------------------
clickNsettle.com, Inc. (Nasdaq: CLIK), the leading global
provider of innovative dispute resolution solutions, received a
letter from Nasdaq Listing Qualifications on September 25, 2002
indicating that the Company's common stock has not maintained a
minimum market value of publicly held shares of $1,000,000 as
required.  The Company is being provided 90 calendar days, or
until December 24, 2002, to regain compliance. If, at anytime
before December 24, 2002, the market value of its publicly held
shares is $1,000,000 or more for a minimum of 10 consecutive
trading days, the Company will regain compliance.  If compliance
cannot be demonstrated by December 24, 2002, the Company's
securities will be delisted.  At that time, the Company may
appeal Nasdaq's determination to a Listing Qualifications Panel.
However, there can be no assurance the Panel will grant the
Company's request for continued listing.

Headquartered in Great Neck, New York, clickNsettle.com, Inc.,
provides dispute resolution services and software/web-enabled
tools designed to enhance and streamline the traditional and
often time-consuming and expensive legal process.
clickNsettle.com offers customized solutions built upon a
sophisticated technology platform that enables users to resolve
disputes more quickly and efficiently than ever before possible.
clickNsettle.com features a comprehensive suite of dispute
resolution tools and access to a network of approximately 1,500
highly qualified hearing officers in the United States and
abroad.  clickNsettle.com provides an interactive portal of
communication and information between client and administrator.


CONSECO FINANCE: S&P Cuts Ratings on 83 Classes of Related Deals
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 83
classes of 11 Conseco Finance Corp.-related transactions issued
in 1999 and 2000.

Concurrently, Standard & Poor's ratings on the class A
certificates of Manufactured Housing Senior/Sub Pass-Thru Trust
1999-4, 1999-5, and 1999-6 are removed from CreditWatch with
negative implications, where they were placed on Jan. 14, 2002.
The ratings on the subordinated B-2 classes of the series
originated from 1995 through 1999, which are dependent on
Conseco's rating as a guarantor, were lowered to triple-'C'-
minus on Aug. 9, 2002, following the lowering of Conseco's long-
term credit rating on Aug. 9, 2002.

The lowered ratings reflect the worse-than-expected performance
of the underlying pools of manufactured housing contracts and
the resulting deterioration of credit enhancement, with series
issued in recent vintages displaying greater signs of stress
relative to series issued in previous vintages.

With pool factors ranging from 72% to 83%, the 1999 vintage
transactions display cumulative net loss rates, which range
between 3.86% and 5.0% (of the respective original pool
balances) and the 2000 vintage transactions display cumulative
net loss rates, which range between 1.58% and 2.8% (of the
respective original pool balances). Also, repossession inventory
(as a percentage of the current pool balance) is significant for
all 11 transactions. Conseco transactions originated in the 1999
vintage display repossession inventory ranging between 3.09% and
5.43%, and the percentage of the collateral pool that comprises
receivables that are 60 or more days delinquent is between 2.13%
and 3.71%. Comparatively, transactions originated in the 2000
vintage display repossession inventory ranging from 3.99% to
4.46%, and the percentage of the collateral pool that comprises
receivables that are 60 or more days delinquent is between 3.78%
and 4.46%.

In addition, recovery rates on liquidated collateral have been
relatively low, at an average rate of 40% for the past 12
months. All 11 transactions are in their peak loss period, which
typically ranges between 24 to 48 months of performance for
manufactured housing loans.

Furthermore, monthly excess spread for all the transactions,
with the exception of series 2000-6, has been insufficient to
cover monthly net losses, thereby depleting the credit
enhancement, which is available to cover future losses. For
example, high losses have caused overcollateralization to
decline below the target levels established for series 1999-2,
1999-6, 2000-2, 2000-3, 2000-4, and 2000-5. Additionally, the
high level of monthly losses has resulted in the principal
write-down of the subordinated B-2 classes for the remaining
1999 vintage. The future liquidation of repossession inventory,
in conjunction with low recovery rates, is expected to further
affect the credit enhancement levels negatively.

Currently, Conseco employs several servicing practices,
including loan assumptions (or default transfers of equity) and
loan extensions, in order to avoid having to repossess and
liquidate the underlying collateral securing delinquent loans.
In the former loss mitigation strategy, the delinquent loan
balance is assumed by a new obligor, typically a lower quality
obligor. The assumed receivables remain in the pool, but are now
treated by Conseco as being current. The latter loss mitigation
tool employed by Conseco is the more commonly employed strategy
utilized by manufactured housing servicers, which includes
extending the loan terms of certain delinquent receivables or
adding a balloon payment to the end of the loan term. However,
loans cannot be extended beyond the final maturity of the
respective securitization, and once completed are treated by
Conseco as being current. Loan extensions represent a
significant percentage of the current pool balance for all 11
transactions. These servicing practices may have the effect of
causing losses in these trusts to be more back-ended, if the
obligors who participate in these loss mitigation programs
ultimately default. Additionally, if a servicing transfer were
to occur, the successor servicer may not be able or willing to
continue these practices and, consequently, collateral
performance would be adversely affected. Furthermore, it is
possible that a successor servicer would require a servicing fee
that is more in line with the industry standard, which is
significantly above the 50 basis points currently received by
Conseco. Conseco is currently rated triple-'C'-minus.

On Jan. 14, 2002, Standard & Poor's placed its ratings on all
classes of the 1999 vintage series on CreditWatch with negative
implications based on the negative performance trends of the
underlying pools of manufactured housing contracts.
Subsequently, on Feb. 6, 2002, Standard & Poor's lowered its
ratings on 15 mezzanine and subordinated classes of these
Conseco-related transactions issued in 1999 and removed them
from CreditWatch with negative implications. Concurrently, the
ratings on the class A certificates of Manufactured Housing
Senior/Sub Pass-Thru Trust 1999-4, 1999-5, and 1999-6 remained
on CreditWatch with negative implications.

Standard & Poor's will continue to monitor the performance of
the aforementioned transactions closely.

                         Ratings Lowered

     Manufactured Housing Senior/Sub Pass-Thru Trust 1999-1

                    Class        Rating

                              To        From

                    A-3       AA+       AAA
                    A-4       AA+       AAA
                    A-5       AA+       AAA
                    A-6       AA+       AAA
                    A-7       AA+       AAA
                    M-1       A-        AA
                    M-2       BBB-      A-
                    B-1       BB-       BBB-

     Manufactured Housing Senior/Sub Pass-Thru Trust 1999-2

                    Class        Rating

                              To        From

                    A-2       AA+       AAA
                    A-3       AA+       AAA
                    A-4       AA+       AAA
                    A-5       AA+       AAA
                    A-6       AA+       AAA
                    A-7       AA+       AAA
                    M-1       A-        AA
                    M-2       BBB-      A-
                    B-1       BB-       BBB-

     Manufactured Housing Senior/Sub Pass-Thru Trust 1999-3

                    Class        Rating

                              To        From

                    A-4       AA+       AAA
                    A-5       AA+       AAA
                    A-6       AA+       AAA
                    A-7       AA+       AAA
                    A-8       AA+       AAA
                    A-9       AA+       AAA
                    M-1       A-        AA
                    M-2       BBB-      A-
                    B-1       BB-       BBB-

     Manufactured Housing Senior/Sub Pass-Thru Trust 1999-4

                    Class        Rating

                             To         From

                    M-1      BBB+       AA-
                    M-2      BB+        BBB+
                    B-1      B+         BBB-

     Manufactured Housing Senior/Sub Pass-Thru Trust 1999-5

                    Class        Rating

                             To         From

                    M-1      BBB        AA-
                    M-2      BB         BBB+
                    B-1      B+         BBB-

               Manufactured Housing Contract Senior/
                    Sub Pass-Thru Trust 1999-6

                    Class        Rating

                             To         From

                    M-1      BBB        AA-
                    M-2      BB         BBB+
                    B-1      B+         BBB-

          Manufactured Housing Sen/Sub Pass-Thru Trust 2000-2

                    Class        Rating

                              To        From

                    A-2       AA        AAA
                    A-3       AA        AAA
                    A-4       AA        AAA
                    A-5       AA        AAA
                    A-6       AA        AAA
                    M-1       A-        AA
                    M-2       BB+       A
                    B-1       BB-       BBB+

        Conseco MH Senior/Subordinate Pass-Through Trust 2000-3

                    Class        Rating

                              To        From

                    A         AA+       AAA
                    M-1       A         AA
                    M-2       BBB       A
                    B-1       BB        BBB

     Manufactured Hsg Contract Sr/Sub Pass-Thru Certs Ser 2000-4

                    Class        Rating

                              To        From

                    A-2       AA        AAA
                    A-3       AA        AAA
                    A-4       AA        AAA
                    A-5       AA        AAA
                    A-6       AA        AAA
                    M-1       A         AA
                    M-2       BBB       A
                    B-1       BB        BBB

     Manufactured Hsg Contract Sr/Sub Pass-Thru Certs Ser 2000-5

                    Class        Rating

                              To        From

                    A-2       AA        AAA
                    A-3       AA        AAA
                    A-4       AA        AAA
                    A-5       AA        AAA
                    A-6       AA        AAA
                    A-7       AA        AAA
                    M-1       A         AA
                    M-2       BBB       A
                    B-1       BB        BBB

     Manufactured Hsg Contract Sr/Sub Pass-Thru Certs Ser 2000-6

                    Class        Rating

                              To        From

                    A-1       AA        AAA
                    A-2       AA        AAA
                    A-3       AA        AAA
                    A-4       AA        AAA
                    A-5       AA        AAA
                    M-1       A         AA
                    M-2       BBB       A
                    B-1       BB        BBB

       Ratings Lowered And Removed From Creditwatch Negative

       Manufactured Housing Senior/Sub Pass-Thru Trust 1999-4

                    Class      Rating

                             To      From

                    A-4      AA      AAA/Watch Neg
                    A-5      AA      AAA/Watch Neg
                    A-6      AA      AAA/Watch Neg
                    A-7      AA      AAA/Watch Neg
                    A-8      AA      AAA/Watch Neg
                    A-9      AA      AAA/Watch Neg

       Manufactured Housing Senior/Sub Pass-Thru Trust 1999-5

                    Class      Rating

                             To      From

                    A-3      AA-     AAA/Watch Neg
                    A-4      AA-     AAA/Watch Neg
                    A-5      AA-     AAA/Watch Neg
                    A-6      AA-     AAA/Watch Neg

                 Manufactured Housing Contract Senior/
                       Sub Pass-Thru Trust 1999-6

                    Class      Rating

                             To      From

                    A-1      A       AAA/Watch Neg

DebtTraders reports that Conseco Inc.'s 10.750% bonds due 2008
(CNC08USR1) are trading between 27 and 31. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CNC08USR1for
real-time bond pricing.


CORRPRO COMPANIES: Bank Group Waives Loan Covenant Violations
-------------------------------------------------------------
Corrpro Companies, Inc., (Amex: CO) has amended its senior debt
agreements to extend the term of its revolving credit facility
with the bank group led by Bank One, NA and to reschedule
principal amortization payments under its senior notes held by
the Prudential Insurance Company of America.  The amendments
also waive previously reported loan covenant violations.  As a
result of these amendments, the Company is now in compliance
with its senior debt agreements.

Commenting on the announcement, Joseph W. Rog, Chairman, CEO and
President, said, "We are pleased to have successfully completed
agreements with our lenders paving the way for further progress
on our operational and financial restructuring plans.  Our
strategy includes a business restructuring plan to enhance
earnings and lower debt levels through improvement of our
operations and divestment of non-core and international
operations.  The plan, with a North America-centered business
built upon our core competencies in cathodic protection and
coatings, enhances our ability to pursue attractive financing
alternatives. Completion of the lender amendments reinforces our
confidence that these plans are achievable."

The amendments provide for deferral of principal payments on the
senior notes until July 31, 2003 and extension of the maturity
of the revolving credit facility until July 31, 2003.  In
support of the business restructuring plan and the amendments,
the Company has committed to engaging an investment banker and
has appointed a chief restructuring officer.  The amendments
also provide for the issuance of warrants to the lenders to
purchase up to

10 percent of the fully-diluted common shares of the Company
beginning August 1, 2003.  The number of shares subject to the
warrants can be reduced based on principal payments from net
proceeds of divestitures and refinancing activities.  The
amendments also reset certain financial covenants and interest
rates.

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


CYTOGEN CORP: Seeks Shareholders' Nod for Proposed Reverse Split
----------------------------------------------------------------
The Board of Directors of Cytogen Corporation (Nasdaq: CYTO)
unanimously approved and recommended to stockholders a proposal
that would give the Board of Directors authority to effect a
reverse stock split of Cytogen's common stock.  A special
meeting of Cytogen's stockholders will be held on October 25,
2002 to consider the following proposals:

     * An amendment to the Company's Restated Certificate of
Incorporation, as amended, to effect a reverse stock split of
the Company's Common Stock, $.01 par value per share, and to
grant the Company's Board of Directors the authority, in its
sole discretion, to

     (i) set the ratio for the reverse stock split at up to one-
         for-ten, or

    (ii) not to complete the reverse stock split; and

     * An amendment to the Company's Restated Certificate of
Incorporation, as amended, to decrease the number of authorized
shares of Common Stock from 250,000,000 shares to a reduced
number of shares that is proportionate to the reduction in
outstanding shares of common stock as a result of the reverse
stock split.

Stockholders of record on August 27, 2002 will be entitled to
vote at this special meeting.  The affirmative vote of a
majority of shares of common stock will permit the Cytogen Board
of Directors to effect a reverse stock split at a ratio of up to
one-for-ten at any time prior to December 31, 2002.

Cytogen believes the ability to effect a reverse stock split is
in the best interests of the Company and its stockholders and
will help increase the market price of its common stock above
the minimum bid requirement of $1.00 per share required by The
Nasdaq Stock Market, Inc.  Cytogen's common stock is currently
quoted on the Nasdaq National Market.  In order for Cytogen's
common stock to continue to be quoted thereon, the Company is
required to continue to comply with various listing maintenance
standards established by Nasdaq.

"Nasdaq requires the Company to maintain, among other things, a
minimum share price and the reverse stock split is intended to
help us meet this requirement," said H. Joseph Reiser, Cytogen's
president and chief executive officer.

If Cytogen's common stock is not listed on the Nasdaq National
Market and the trading price of its common stock were to remain
below $1.00 per share, trading in Cytogen's common stock could
also be subject to the requirements of certain rules promulgated
under the Securities Exchange Act of 1934, as amended, which
require additional disclosures by broker-dealers in connection
with any trades involving a stock defined as a "penny stock"
(generally, a non-Nasdaq equity security that has a market price
of less than $5.00 per share, subject to certain exceptions).
In such event, the additional burdens imposed upon broker-
dealers to effect transactions in Cytogen's common stock could
inhibit brokers from trading in its common stock and further
limit the market liquidity of its common stock and the ability
of our investors to trade in our common stock.

Cytogen further believes that the reverse stock split and
anticipated increase in the price of its common stock should
also enhance the acceptability and marketability of its common
stock to the financial community and investing public, while a
delisting could greatly impair the Company's ability to access
the capital markets.  Many institutional investors have policies
prohibiting them from holding lower-priced stocks in their
portfolios, which reduces the number of potential buyers of
Cytogen's common stock.  Additionally, analysts at many
brokerage firms are reluctant to recommend lower-priced stocks
to their clients or monitor the activity of lower-priced stocks.
Brokerage houses also frequently have internal practices tive
proxy statement and all of Cytogen's annual, quarterly and
special reports may also be obtained from Cytogen by directing a
request to Investor Relations at (609) 750-8289.  Cytogen and
its executive officers and directors may be deemed to be
participants in the solicitation of proxies from Cytogen's
stockholders in favor of the reverse stock split proposals.
Information regarding the security ownership and other interests
of Cytogen's executive officers and directors will be included
in the definitive proxy statement.

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

                         *    *    *

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

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


D.G. JEWELRY: Defaults on Certain Covenants Under Credit Pacts
--------------------------------------------------------------
D.G. Jewelry Inc., (Nasdaq:DGJL) announced that, due to recent
adverse developments including litigation with a key customer
and the resulting impairment of its assets and, subsequently,
impairment of the Company's relationship with its bank, it had
filed an Amended Quarterly Report in Form 10-QA, to amend and
re-state the results released in its Form 10Q Quarterly Report
filed on August 20, 2002 with the SEC's Edgar system for its
second quarter ended June 30, 2002.

The Company's financial statements, both those included in the
10-QSB and now in the 10-QSB/A, have been prepared on a going
concern basis which contemplates the realization of assets and
the payment of liabilities in the ordinary course of business.
The Company's future depends on its ability to maintain its bank
lines of credit and vendor support. The Company has recently
lost approximately 50% of its business due to a dispute with
ShopNBC and, on September 23, 2002, the Company was notified by
its bankers that it was in default of certain of its covenants
and that the bank is in the process of reviewing its options
given the new developments.  These matters raise substantial
doubt about the Company's ability to continue as a going
concern.

As a result, the Company has taken write-downs of assets and
made adjustments to accounts to reflect the loss of sales,
decreased sell-through of inventory, anticipated returns of
product, and their subsequent liquidation in the event the
Company fails to continue as a going concern.

The write-downs, approximately $12 million, include accounts
receivable, inventory, capital assets, goodwill and intangible
assets. Additional write-offs may be required in the future.

D.G. Jewelry Inc., is primarily engaged in the design,
merchandising and distribution of stone-set jewelry for major
retailers including department stores, mass merchants, shopping
networks, major high-volume retailers and other major
discounters in the U.S., Canada and Europe. For more
information, please visit http://www.dgjewelry.com


DOMINIX INC: Grassi & Co. Expresses Going Concern Doubt
-------------------------------------------------------
On September 18, 2002 the Board of Directors of Dominix, Inc.,
approved the dismissal of Grassi & Co., CPA's, P.C., as the
Company's independent public accountants and the selection of
Marcum & Kliegman LLP to serve as its independent public
accountants for the year ended December 31, 2002. Grassi's
report, dated May 20, 2002, on the financial statments of the
Company for the years ended December 30, 2000 and 2001 contained
additional disclosure relating to Dominix' ability to continue
as a going concern.


DRESSER: Makes $23MM Voluntary Debt Prepayment to Sr. Term Loan
---------------------------------------------------------------
Dresser, Inc., announced that it has made an optional debt
prepayment in the amount of $23 million, which will be applied
to its senior term loan B. Since June, Dresser has reduced its
outstanding senior term loans by a total of $53 million through
voluntary prepayments.

Dresser also announced that that it has repaid the $6.9 million
in debt that was assumed in the April acquisition of the assets
of Modern Supply Company, Inc. The payment was made on Friday,
August 30, and retires all debt assumed in the acquisition.

Headquartered in Dallas, Texas, Dresser, Inc. is a worldwide
leader in the design, manufacture and marketing of highly
engineered equipment and services sold primarily to customers in
the flow control, measurement systems, and compression and power
systems segments of the energy industry. Dresser has a widely
distributed global presence, with over 8,000 employees and a
sales presence in over 100 countries worldwide. The company's
website can be accessed at http://www.dresser.com

                         *   *   *

As previously reported in the May 29, 2002 issue of the Troubled
Company Reporter, Standard & Poor's affirmed its double-'B'-
minus corporate credit rating on Dresser, Inc., and at the same
time revised its outlook to stable from positive. Carrollton,
Texas-based Dresser is a leading manufacturer of energy
infrastructure equipment with about $1 billion in outstanding
debt.


EATERIES INC: Nasdaq Modifications May Affect Listing Status
------------------------------------------------------------
Vincent F. Orza, Jr., Chairman and Chief Executive Officer of
Eateries, Inc. (Nasdaq: EATS), announced Nasdaq modifications
may affect Eateries, Inc.

In June 2001, the Securities and Exchange Commission approved
changes for qualification and continued listing on the Nasdaq
Stock Market which included increasing the minimum net tangible
assets requirements from $4,000,000 to a minimum of $10,000,000.
The new requirements will become effective on November 1, 2002.
Based on Eateries, Inc.'s most recent public filing, it does not
currently qualify under the new minimum $10,000,000
stockholders' equity standard.  As of June 30, 2002, the
Company's stockholders' equity was $7,795,822.

Nasdaq and the Company have discussed Eateries, Inc.'s pending
litigation with the J.R. Simplot Company.  Late last year the
Company won a lawsuit it filed against Simplot after Simplot
admitted their liability for sending contaminated product to
some of the Eateries, Inc.'s Arizona based restaurants.  The
Company was awarded approximately $9 million but Simplot has
since appealed the case in federal district court.  In the event
Eateries, Inc., prevails, the award would increase the Company's
net tangible assets beyond the new higher standard established
by Nasdaq.  However, the appeal process for federal district
court will likely extend beyond Nasdaq's November 1 deadline.
Thus, it is possible Eateries, Inc., could be moved to the
Nasdaq SmallCap Market.  Management believes this is contrary to
the best interests of its shareholders.

Subsequently, Nasdaq notified the Company that its common stock
had not maintained a minimum market value of $5,000,000 as
required by Marketplace Rule 4450(a)(2).  Therefore, the Company
will be provided 90 days or until December 16, 2002 to regain
compliance or face being delisted.  Given the continuing decline
in all of the nation's stock markets and the public's flight
from stocks, management does not anticipate compliance with
Marketplace Rule 4450(a)(2).  The alternative is again applying
for inclusion in the Nasdaq SmallCap Market.  Management is
reviewing alternatives to avoid this listing change.

Eateries, Inc., owns, operates, franchises and licenses 76
restaurants under the names of Garfield's Restaurant and Pub,
Garcia's Mexican Restaurants and Pepperoni Grill and Italian
Bistro Restaurants in 26 states.


ENRON: Banco Bilbao Wants San Juan Gas' Case Sent to Puerto Rico
----------------------------------------------------------------
Banco Bilbao Viscaya Argentaria Puerto-Rico, the largest
unsecured creditor of San Juan Gas Company, a debtor-affiliate
of Enron Corporation asks the U. S. Bankruptcy Court to transfer
San Juan Gas' bankruptcy case from the Southern District of New
York to the District of Puerto Rico.

Brian K. Tester, Esq., at Fiddler, Gonzalez & Rodriguez LLP, in
San Juan, Puerto Rico, cites that Section 1412 of the Judiciary
Procedures Code provides that "a district court may transfer a
case or proceeding under Bankruptcy Code to a district court for
another district in the interest of justice or for the
convenience of the parties."  This law is also supported by Rule
1014 of the Federal Rules of Bankruptcy Procedure.

Accordingly, Mr. Tester contends, the motion should be granted
since:

   (a) San Juan Gas has its principal place of business and all
       of its assets in Puerto Rico;

   (b) San Juan Gas's 20 largest creditors are located in Puerto
       Rico; and

   (c) the transfer will promote the efficient administration of
       the estate, judicial economy, timeliness and fairness
       when viewed in the bankruptcy case that will liquidate
       the debtor. (Enron Bankruptcy News, Issue No. 43;
       Bankruptcy Creditors' Service, Inc., 609/392-0900)


EPOCH: Fitch Drops Ratings on 13 Classes From 3 Transactions
------------------------------------------------------------
Fitch Ratings has downgraded thirteen classes from EPOCH 2000-1,
Ltd., EPOCH 2001-1, Ltd. and EPOCH 2001-2, Ltd. Each transaction
is a credit default swap referencing a portfolio of
predominantly senior unsecured bonds.

The following classes of notes have been downgraded:

                     EPOCH 2000-1, Ltd.

--Class I secured floating-rate notes downgraded to 'AA-' from
  'AAA';

--Class II secured floating-rate notes downgraded to 'A-' from
  'AA';

--Class III secured floating-rate notes downgraded to 'BBB+'
  from 'A';

--Class IV secured floating-rate notes downgraded to 'CCC+' from
  'BBB';

--Class V secured floating-rate notes downgraded to 'CC' from
  'B';

--Class VI secured floating-rate notes downgraded to 'C' from
  'CCC'.

                     EPOCH 2001-1, Ltd.

--Class II secured floating-rate notes downgraded to 'AA-' from
  'AA';

--Class III secured floating-rate notes downgraded to 'BBB-'
  from 'A';

--Class IV secured floating-rate notes downgraded to 'CCC+' from
  'BBB';

--Class V secured floating-rate notes downgraded to 'C' from
  'BB'.

                     EPOCH 2001-2, Ltd.

--Class IV A secured floating-rate notes downgraded to 'B' from
  'BBB';

--Class IV B secured fixed-rate notes downgraded to 'B' from
  'BBB';

--Class V secured floating-rate notes downgraded to 'CCC+' from
  'BB'.

In conjunction with these actions, the class IV, V and VI notes
from EPOCH 2000-1 and the class IV and V notes from EPOCH 2001-1
have been removed from Rating Watch Negative.

EPOCH 2000-1, Limited, was created to enter into a partially
funded credit default swap referencing a $2.5 billion portfolio
of predominantly senior unsecured bonds. Each reference entity
represents 0.4% exposure in the portfolio. These actions are
being taken as a result of the portfolio's exposure to Worldcom,
Teleglobe and Marconi. EPOCH 2001-1, Limited, was created to
enter into a partially funded credit default swap referencing a
$1 billion portfolio of predominantly senior unsecured bonds.

Each reference entity represents 1% exposure in the portfolio.
These actions are being taken as a result of the portfolio's
exposure to Worldcom and Teleglobe. EPOCH 2001-2, Limited, was
created to enter into a partially funded credit default swap
referencing a $1.6 billion portfolio of senior unsecured bonds.
Each reference entity represents 1% exposure in the portfolio.
These actions are being taken as a result of the portfolio's
exposure to Worldcom and Teleglobe.

Fitch will continue to monitor these transactions.


EXIDE TECHNOLOGIES: S&P Rates $250 Million DIP Facility At BBB+
---------------------------------------------------------------
Exide Technologies, Inc., (OTCBB: EXDTQ) announced that the
Company's $250 million debtor-in-possession financing has been
assigned a "BBB+" rating by Standard & Poor's Ratings Services.

Exide Technologies and certain of its U.S. subsidiaries filed
petitions to reorganize under Chapter 11 of the U.S. Bankruptcy
Code on April 15, 2002. In conjunction with the filing, the
Company received DIP financing arranged by Citicorp USA, a
subsidiary of Citibank N.A., and other financial institutions.

S&P said that its BBB+ rating reflects S&P's view that Exide
Technologies has relatively good prospects for reorganizing,
given its industry leadership position, the essential nature of
its products and credible restructuring plan.

Craig Muhlhauser, Chairman and Chief Executive Officer of Exide
Technologies, said, "With both S&P and Fitch rating our DIP
facility as BBB+, we are gratified by their confidence in our
ability to successfully reorganize and their recognition of our
improving performance. We continue to operate according to our
business plan, and are making solid progress on our
restructuring initiatives."

Exide Technologies, with operations in 89 countries and fiscal
2002 net sales of approximately $2.4 billion, is one of the
world's largest producers and recyclers of lead-acid batteries.
The company's three global business groups -- motive power,
network power and transportation -- provide a comprehensive
range of stored electrical energy products and services for
industrial and transportation applications.

Industrial uses include network power applications such as
telecommunications systems, electric utilities, railroads,
photovoltaic (solar-power related) and uninterruptible power
supply (UPS); and motive-power applications for a broad range of
equipment uses, including lift trucks, mining vehicles and
commercial vehicles.

Transportation applications include automotive, heavy-duty
truck, agricultural and marine, as well as new technologies
being developed for hybrid vehicles and new 42-volt automotive
applications. The company supplies both aftermarket and
original-equipment transportation customers.

Further information about Exide Technologies, its financial
results and other information can be found at
http://www.exide.com

DebtTraders reports that Exide Technologies' 10.000% bonds due
2005 (EXDT05FRR1) are trading between 15 and 18. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=EXDT05FRR1
for real-time bond pricing.


FERRELLGAS PARTNERS: Fiscal 2002 EBITDA Slides-Down to $170 Mil.
----------------------------------------------------------------
Ferrellgas Partners, L.P. (NYSE: FGP), one of the nation's
largest retail marketers of propane, reported near record
earnings for the fiscal year ended July 31, 2002, despite
experiencing significantly warmer than normal winter heating
season temperatures.  Fiscal year 2002 net earnings were $60.0
million, slightly less than prior year record net earnings of
$64.1 million.

"We are extremely pleased to once again deliver strong financial
results to our investors, in light of the challenging operating
environment," said James E. Ferrell, Chairman and Chief
Executive Officer.  "Our continued focus on improving retail
margins and managing expenses enabled us to effectively reduce
the financial impact of this year's lower retail gallon sales
caused by warm winter temperatures and the soft economic
conditions."

Retail propane sales volumes for fiscal year 2002 were 832
million gallons, compared to the previous year's record gallon
sales volume of 957 million.  Winter heating season temperatures
in fiscal year 2002 were 17 percent warmer than the prior year
and 12 percent warmer than normal as measured by the National
Oceanic and Atmospheric Administration, making this the third
warmest winter heating season in the 108-year history such
records have been kept.

Gross profit for fiscal year 2002 was $501.4 million, compared
to $538.6 million in fiscal year 2001, as improved margins
realized in retail locations partially offset the financial
impact from warmer winter temperatures, lower risk management
gains and the sluggish national economy. For the fiscal year,
operating expense of $279.6 million decreased from the prior
year primarily due to the effect of lower retail propane sales
volumes. Equipment lease expense for the fiscal year of $24.6
million decreased year over year as a result of lower interest
rates.

The company achieved EBITDA results of $170.0 million, which
were near planned levels, despite experiencing warmer than
normal temperatures.  The prior year's company record EBITDA
performance of $193.8 million was achieved in a colder than
normal period.  Net earnings for the fiscal year of $60.0
million were favorably impacted by the implementation of the
accounting pronouncement SFAS No. 142, which reduced the
company's annual amortization expense.

"In fiscal 2002, our financial results provided our public
equity investors a best-in-class cash distribution coverage
ratio while our common equity yielded investors a more than 10
percent total return on investment." Ferrell commented.  "We
celebrate our recent accomplishments and will build upon our
successes as we focus our efforts on the upcoming winter heating
season."

The partnership historically experiences losses during the
fourth quarter, as sales volumes typically represent less than
15 percent of annual sales, causing fixed costs to exceed off-
season cash flow.  Retail propane sales for the fourth quarter
of 111 million gallons and continued strong retail margins
produced a seasonal loss of $31.4 million, a 28 percent
improvement as compared to a $43.7 million loss in the fourth
quarter of fiscal year 2001.

On September 24, 2002, the company announced the successful
refinancing of its 9-3/8% senior notes due 2006, capitalizing on
the favorable interest rate environment and securing replacement
financing well into the future.  Proceeds from the newly issued
$170 million 8-3/4% senior notes due 2012 were used to redeem
the outstanding 9-3/8% senior notes and fund underwriting and
other transaction costs associated with the offering.

Ferrellgas Partners, L.P., through its operating partnership,
Ferrellgas, L.P., is the nation's second largest retail marketer
of propane, serving more than one million customers in 45
states.  Ferrellgas employees indirectly own more than 17
million units of the partnership through an employee stock
ownership plan.  Ferrellgas trades on the New York Stock
Exchange under the ticker symbol FGP.

                        *    *    *

As reported in Troubled Company Reporter's Sept. 20, 2002
edition, Ferrellgas Partners, L.P.'s $170 million 8.75% senior
due June 15, 2012, issued jointly and severally with its special
purpose financing subsidiary Ferrellgas Partners Finance Corp.,
were rated 'BB+' by Fitch Ratings.

FGP's 'BB+' rating recognizes the subordination of its debt
obligations to approximately $547 million unsecured debt of
Ferrellgas, L.P., the operating limited partnership of FGP,
including the OLP's $534 million 'BBB' rated senior notes. In
addition, Fitch's assessment incorporates the underlying
strength of FGP's retail propane distribution network. Positive
qualitative credit factors include FGP's extensive geographic
reach, track record of customer retention, a proven ability to
maintain consistent gross profit margins even during past run-
ups in spot propane prices and strong internal operating,
pricing, and financial controls.


FLAG TELECOM: Brings-In Deloitte as Chapter 11 Plan Auditor
-----------------------------------------------------------
FLAG Telecom Holdings Limited and its debtor-affiliates seek
authority from the Court to employ Deloitte & Touche UK as
internal auditor in connection with the confirmation of their
Chapter 11 Plan of Reorganization.

To recall, the Court approved the retention of Arthur Andersen,
UK to perform auditing and other professional services for the
Debtors.  Arthur Andersen UK informed the Debtors and the Court
beforehand that as soon as it obtained regulatory consent, the
partners and staff would join Deloitte, and Arthur Andersen UK
would cease to trade thereafter.

On August 1, 2002, Deloitte completed a transaction with Arthur
Andersen UK, whereby substantially all the partners and staff of
Arthur Andersen UK joined Deloitte and Arthur Andersen UK ceased
to trade.

The Debtors immediately began a review of accounting firms to
determine the best firm to replace Arthur Andersen UK as their
external accountants.  In that regard, Deloitte was an obvious
candidate because of Deloitte's familiarity with the Debtors
from its own prior work for the Debtors and because of the
Arthur Andersen UK partners and staff joining Deloitte who were
very familiar with the Debtors' business.

On the other hand, because of Deloitte's prior role as the
Debtors' internal auditors, Deloitte would have needed to seek
approval or a waiver from the Securities and Exchange Commission
for the engagement.  After significant exploration of that
process, Deloitte recently determined not to continue.

Nevertheless because of the Debtors' pressing need for an
accounting firm familiar with their business to review and
comment on the "fresh start" accounting adjustments included in
the Pro-forma reorganized balance sheet presented in the
Disclosure Statement, and to comment on the application of
certain accounting principles and practices in connection with
"fresh-start" accounting, the Debtors requested, and Deloitte
agreed upon, a limited retention, as internal auditors.

Deloitte is a member firm of Deloitte & Touche Tohmatsu.  DTT is
a network of firms of independent public accountants, operating
in the United Kingdom since 1849 and throughout the United
States since 1893.  DTT has been retained as auditors and
accounting, tax, and financial advisors to render professional
services to debtors, creditors, creditors' committees, investors
and others in numerous large bankruptcy cases.

Graham Richardson, a Deloitte partner, assures the Court that
Deloitte is a disinterested person and holds no interest adverse
to the Debtors or their estates for the matters for which it is
to be employed.

Mr. Richardson informs the Court that Peter O'Donoghue, a
partner with Deloitte, served as FTHL's interim acting chief
financial officer from July 4, 2002 through January 14, 2002.
During that temporary period, Mr. O'Donoghue was not involved in
the supervision of other services provided by Deloitte to the
Debtors and, since returning from his secondment, has not been
involved in any engagement for the Debtors.  Mr. Richardson
emphasizes that Mr. O'Donoghue has not been and will not be
involved in any way with the services to be provided by Deloitte
as contemplated in the Debtors' Application.

The Debtors believe that Mr. O'Donoghue's secondment with FTHL
will not impair Deloitte's ability to act as the Debtors'
accounting firm, especially considering that Deloitte is being
retained for a very limited purpose in connection with
confirmation of the Plan.

M. Natasha Labovitz, Esq., at Gibson, Dunn & Crutcher LLP,
relates that the Debtors have searched for another "Big Four"
accounting firm to perform these services.  However, the Debtors
believe that Deloitte is the best choice to provide these
services, and only Deloitte is able to perform these services
given the time constraint.

Mr. Richardson tells the Court that Deloitte will conduct an
ongoing review of its files to ensure that no conflicts or other
disqualifying circumstances exist or arise.

The Debtors expect Deloitte to:

   a. Report on the application of certain accounting principles
      and practices in connection with confirmation of the
      Debtors' chapter 11 plan of reorganization;

   b. Assist Debtors' legal counsel, to the extent necessary,
      with the analysis and revision of the Debtors' plan of
      reorganization;

   c. Attend meetings and assist in discussions related to the
      Debtors' plan of reorganization with the creditors'
      committee, the U.S. Trustee, and other interested parties,
      to the extent requested by the Debtors;

   d. Consult with the Debtors' management on other business
      matters relating to its chapter 11 reorganization efforts;
      and

   e. Assist with such other matters as the Debtors' management
      or legal counsel and D&T UK may agree from time-to-time.

Deloitte intends to apply to the Court for allowance of
compensation and reimbursement of expenses in accordance with
applicable provisions of the Bankruptcy Code, the Bankruptcy
Rules and Orders of this Court.  The Debtors propose to pay
Deloitte its customary hourly rates in effect from time to time.
The customary hourly rates charged by Deloitte are:

                          Actual                Illustrative
                          Rates               US $ Equivalent
                          ------              ---------------
Partners/Principals      GBP 435 - 605          $679 - 944

Managers/Directors       GBP 195 - 500          $304 - 780

Assistant Managers/
Senior Associates/
Associates               GBP 85 - 280           $133 - 437

Within the one year and 90-day period before the Debtors'
Chapter 11 cases were filed, Deloitte received compensation of
about GBP 967,000 and GBP 498,000 ($1,509,000 and $777,000),
from the Debtors related to services provided including:

   -- accounting services,

   -- assisting in the preparation of various forms and reports
      required to be filed with the Securities and Exchange
      Commission and other regulatory entities, and

   -- rendering tax return preparation and tax consulting
      services, transaction advisory services, and restructuring
      assistance. (Flag Telecom Bankruptcy News, Issue No. 15;
      Bankruptcy Creditors' Service, Inc., 609/392-0900)


FLEMING COS.: Fitch Downgrades Sr. Unsecured Debt Rating To BB-
---------------------------------------------------------------
Fleming Companies, Inc.'s senior unsecured debt is lowered to
'BB-' from 'BB' by Fitch Ratings following the company's
announced plans to divest its retail business. At the same time,
Fleming secured bank facility is downgraded to 'BB' from 'BB+'
and its senior subordinated notes are lowered to 'B' from 'B+'.
About $1.9 billion in debt is affected by the rating action. The
Rating Outlook remains Negative.

Fleming plans to sell its retail operations, which consist of
110 conventional supermarkets and price impact stores, operating
under the Rainbow and Food 4 Less banners, in 6 states for
approximately $450 million after-tax. Sale proceeds are expected
to be directed to reduce the company's $2.2 billion debt burden.

Over the last year the difficult competitive and economic
environment has weakened the performance of Fleming retail
operations. These challenges, coupled with the better growth and
return on capital opportunities in its wholesale business, led
to the company's strategic decision to focus on its primary
wholesale operations. In 2002 retail revenues and EBITDA are
expected to be substantially lower than 2001 levels, when retail
revenues were $2.3 billion (approximately 15% of total sales)
and EBITDA was $133 million (nearly 30% of total EBITDA).

Fleming's April 2002 acquisitions of two convenience store
distribution companies as well as its organic business growth
will help mitigate its exit from the retail business. However,
the additional operating profits generated will not offset the
lost EBITDA from its higher margin retail operations and EBITDA
in 2002-2003 will be significantly below expected levels. While
the application of the anticipated $450 million in sale proceeds
to reduce debt is viewed positively, the improvement in credit
protection measures Fitch had anticipated has been delayed. In
addition, the number of sales transactions involved in
generating the expected proceeds also creates some uncertainty.

The Negative Outlook continues to reflect uncertainty
surrounding Fleming's agreement with Kmart, as its contract with
Kmart has not yet been confirmed in the bankruptcy process,
There is also concern that additional Kmart stores may close,
which will adversely impact the company's wholesale business. In
addition, the inherent integration risks associated with
acquisitions made earlier this year also persist.


FURR'S RESTAURANT: Lender Group Agrees to Forbear for 12 Weeks
--------------------------------------------------------------
Furr's Restaurant Group, Inc., (Amex: FRG) announced that Craig
Miller, its President and Chief Executive Officer, has resigned.
Mr. Miller will be succeeded by William Snyder, a principal of
Corporate Revitalization Partners, LLC, who was appointed by the
Company's Board of Directors to serve as Chief Restructuring
Officer and acting CEO.

The Company also announced that it has reached a preliminary
understanding with its lender group pursuant to which the
lenders will refrain from taking action upon existing defaults
under the Company's credit agreements for a period of twelve
weeks while the Company implements plans to improve its
operating performance.

In August 2002, the Company announced that it had suffered a
serious decline in same store revenues and operating results
during the second quarter of the year based upon a combination
of factors, including continued downward trends in the cafeteria
segment of the restaurant industry and the failure of the
Company's effort to increase its customer counts by
repositioning and actively advertising its service offering and
pricing scheme beginning in April 2002.  In the face of these
unfavorable trends, the Company must increase its customer
traffic and revenues, and implement significant cost reductions,
if it is to return to a level of operating profit consistent
with its results in prior periods.

Craig S. Miller, President and CEO, stated: "I and the rest of
the Furr's management team have been working diligently with
Corporate Revitalization Partners over the past month to address
the Company's recent operating losses and liquidity issues.  I
am disappointed to be leaving Furr's under these trying
conditions, but it has become clear to me during this process
that the immediate task before the Company is quite different
than was perceived to be the case when I was hired a year ago.
I had hoped that my background in developing casual dining
concepts would help revitalize the Company's cafeterias and
support the growth of its promising Furr's Family Buffet
concept.  I believe the Company will benefit from the focused
skills of an experienced turnaround manager like William
Snyder."  Mr. Miller will be pursuing his personal business
interests and continuing to devote time to service as a director
of the National Restaurant Association.

The Company also announced that it had reached a preliminary
understanding with its lender group pursuant to which they will
refrain from taking action upon existing payment and covenant
defaults under the Company's credit agreements for a period of
twelve weeks while the Company implements plans to improve its
operating performance.  The preliminary understanding is subject
to completion of definitive written agreements which will
provide for, among other things, expanded reporting to the
lenders, increased access to management and a covenant that the
Company's operating results will track the Company's current
budget.

William Snyder, the Company's Chief Restructuring Officer and
acting CEO, said:  "We are pleased that our lenders are working
with us to address the business and financial issues facing the
Company.  A number of opportunities for the Company to make
changes to boost customer counts and revenues have been
identified, as well as areas for significant cost cutting,
including reduction of overhead and lease costs.  We expect to
test and implement these changes over the next twelve weeks as
we develop a longer-term strategic plan to build on the
Company's strengths and address its weaknesses."

Furr's Restaurant Group, Inc., operates 88 cafeterias under the
Furr's and Bishop's names in 11 midwestern, southwestern and
western states.  The Company also operates Dynamic Foods, its
food preparation, processing and distribution division, in
Lubbock, Texas.


GEMSTAR-TV GUIDE: June Quarter Net Loss Balloons to $954 Million
----------------------------------------------------------------
Gemstar-TV Guide International, Inc., (Nasdaq: GMSTE) announced
certain preliminary financial information pertaining to its
results of operations for the quarter ended June 30, 2002. The
Preliminary Results are subject to revision when the Company's
independent auditor finalizes its Statement on Auditing Standard
No. 71 ("SAS 71") review, and pending resolution of the proposed
restatement of the Company's financial statements for the year
ended December 31, 2001 as described below and more fully in a
Form 8-K filed by the Company Thursday. The Company is planning
to file a Form 10-Q for the quarter ended June 30, 2002 when its
independent auditor finalizes its SAS 71 review. When the
Company does file its Quarterly Report on Form 10-Q for the
period ended June 30, 2002, there is no assurance that results
may not differ substantially from those contained in this report
of Preliminary Results.

                         Important Notes

As previously announced, the Company received a notification
from the Nasdaq Stock Market, Inc., that its securities are
subject to delisting from the Nasdaq National Market because the
Company did not file its Form 10-Q for the quarter ended June
30, 2002 on or before August 14, 2002 for reasons described
below. On August 23, 2002, the Company requested a hearing
before a Nasdaq Listing Qualification Panel on the question of
delisting. This hearing will be held on September 26, 2002. The
events surrounding the delisting question are as follows:

     --  On August 14, 2002, the Company announced that its
audit committee had been conducting a review of the Company's
revenue recognition policies with respect to the Technology and
Licensing sector and the Interactive Platform sector, and that
pursuant to its recommendations, the Company intended to restate
its financial statements for the year ended December 31, 2001 to
reverse the recognition of approximately $20 million of revenues
and $20 million of associated amortization expense relating to a
non-monetary transaction of a subsidiary of TV Guide, Inc.

     --  Also on August 14, 2002, the Company's independent
auditor, KPMG, which was provided with the same information upon
which the audit committee based its recommendation, informed the
Company that it did not believe such information supported a
change in the accounting treatment for this transaction. KPMG
subsequently informed the Company that until the audit committee
completed its investigation and reached a final conclusion and
the restatement issue was resolved, it would not be able to
finalize its SAS 71 review procedures, which would be required
by Rule 10-01(d) of Regulation S-X for the Company to file a
complete Quarterly Report on Form 10-Q. Due to the disagreement
between the Company and KPMG, the Company is in the process of
requesting guidance from the Office of the Chief Accountant of
the Securities and Exchange Commission on the issue.

     -  The audit committee completed its review in September
2002 and did not recommend that any further changes to the
Company's financial statements be made other than the
reclassification of $2.7 million of advertising revenues from
the Interactive Platform sector to the Media and Services sector
as part of its proposed restatement of the 2001 financial
statements.

     -  While the Company attempts to resolve these issues, it
is releasing the Preliminary Results, accompanied by the filing
of a Form 8-K with an exhibit that incorporates certain
preliminary condensed financial statements and other information
relating to the Company's operations during the quarter ended
June 30, 2002. The Form 8-K filing does not contain all of the
same information as a Form 10-Q filing.

As the ultimate resolution of this issue is uncertain, no
amounts have been restated in this Preliminary Results for any
periods presented.

               Highlights of Recent Developments

     --  As previously announced, the Company has received
adverse judicial and administrative rulings in certain
proceedings before the United States International Trade
Commission and the United States District Court for the Western
District of North Carolina. As a result of these rulings, the
Company decided to: (1) suspend recognition of revenues related
to the expired license agreement with Scientific-Atlanta, (2)
fully reserve the outstanding receivable from Scientific-Atlanta
in the aggregate amount of $113.5 million, and (3) write-down an
amount of $44.4 million in certain capitalized patent litigation
costs.

Notwithstanding, the Company intends to continue to vigorously
pursue these and other patent related claims. These items impact
the financial results for the quarter ended June 30, 2002.

     --  Due to the adverse ruling in the ITC proceeding and the
sustained decline in the Company's market capitalization, the
Company performed an impairment analysis on the carrying value
of its intangible assets under Statement of Financial Accounting
Standards ("SFAS") No. 142 and 144. As a result of such
analysis, which was conducted with the assistance of a third
party valuation expert, the Company recorded interim impairment
charges of $46.8 million against goodwill and trademarks and
$1.2 billion against finite-lived intangible assets. This amount
is in addition to the transitional impairment charge of $5.3
billion (net of tax benefit) recorded as a change in accounting
principle as of January 1, 2002.

     --  On August 14, 2002, the Company announced that its CEO,
CFO and its 43% shareholder, News Corporation, have submitted a
joint proposal to the Company's Board of Directors to
restructure the Company's management and to settle disputes
among the parties. A special committee of the Board of
Directors, which has been formed to review this proposal, has
not reached a conclusion to present to the Board of Directors at
this time and there can be no assurance the proposal will be
accepted.

     --  On September 3, 2002, the Company announced that IPSOS-
ASI, a leading media research company, has concluded an
extensive study commissioned by the Company on the effectiveness
of IPG advertising with the positive conclusion that advertising
on the Company's IPG platform is as effective as an average
full-page, four-color magazine advertisement or a full-motion-
video commercial campaign delivering up to 400 Total Rating
Points on network television.

     --  On September 5, 2002, the Company announced that it has
appointed John P. Loughlin as President of its TV Guide
publishing group to oversee the TV Guider Magazine and TV Guide
Online(SM), among other publishing properties. Prior to joining
the Company, Mr. Loughlin had been executive vice president of
Primedia, and president and chief executive of its consumer
media and publishing group, overseeing a portfolio of more than
150 titles and Web sites.

     --  The Company continues the expansion activities of its
IPG business in the Japanese market, including the continuous
launch of new consumer electronics models by Matsushita
(Panasonic) containing the Company's G-Guide(TM) IPG.

               Second Quarter 2002 Financial Highlights

     --  Net cash provided by operating activities was $61.3
million in this quarter, compared to $47.3 million in the same
quarter last year, an increase of 30%;

     --  Positive cash, cash equivalents and marketable
securities in excess of debt was $128.0 million at quarter end,
with cash, cash equivalents and marketable securities of $430.2
million, and total debt of $302.2 million; and

     --  The disposition of the magazine distribution business
required one-time costs of approximately $3.3 million and
resulted in significant reductions in credit risk.

                      Consolidated Results

For the quarter ended June 30, 2002, consolidated EBITDA was
negative $54.2 million on consolidated revenues of $271.7
million, compared to consolidated EBITDA of $108.0 million on
consolidated revenues of $320.5 million for the same quarter in
the prior year, without giving effect to any proposed
restatement. The primary reason for the decrease in EBITDA was
the decision by the Company to suspend the recognition of
revenues from Scientific-Atlanta and to record a full reserve of
$113.5 million against outstanding receivables from Scientific-
Atlanta, which had a total effect of $135.3 million on the
EBITDA comparison. Additionally, a $23.8 million decrease in the
EBITDA between the periods is due to the declining performance
of the TV Guide magazine group including the $3.3 million
associated with the disposition of the magazine distribution
business.

For the quarter ended June 30, 2002, the Company recognized an
impairment loss of $1,259.1 million, mostly relating to the
write down of a long-lived asset associated with the acquisition
of TV Guide, Inc., to fair value, contributing to a loss of
$953.8 million. For the same quarter in the prior year, the
Company reported a net loss of $134.8 million without giving
effect to any proposed restatement.

                         Results by Sector

Technology and Licensing Sector

For the quarter ended June 30, 2002, revenues for the Technology
and Licensing sector were $51.4 million, and EBITDA was $(83.6)
million. Compared to the results for the same quarter in 2001,
revenues decreased by 24%. The decrease in revenues and EBITDA
is primarily attributable to the Company's decision to suspend
recognition of licensing revenues from Scientific-Atlanta and to
fully reserve against outstanding receivables from Scientific-
Atlanta, and to a lesser extent, a decrease in revenues from
set-top box manufacturers, offset in part by increases in
recurring revenues from cable MSOs. The Company continues to
transition from a business model reliant upon one-time revenues
from set-top boxes manufacturers to one focused on recurring
revenues from video service providers.

Interactive Platform Sector

For the quarter ended June 30, 2002, revenues for the
Interactive Platform sector were $22.4 million, and operating
expenses, including provision for bad debts, were $19.6 million.
Compared to the results for the same quarter in the prior year,
revenues increased by 9% while expenses decreased 6%, without
giving effect to any proposed restatement. The increase in
revenues for the quarter was primarily attributed to increased
e-commerce and interactive wagering activities, offset primarily
by a decrease in advertising revenues on tvguide.com. IPG
advertising revenues declined $1.2 million due to non-cash
advertising dollars included in the prior quarter of $4 million.
Revenues from general advertising sales increased 145%, and cash
revenues from contractual commitments remained relatively
unchanged. There were no non-cash advertising revenues
recognized in this quarter. EBITDA for the quarter was $2.8
million, the third consecutive EBITDA positive quarter for this
sector, compared with a loss of $(455,000) in the second quarter
of 2001, without giving effect to any proposed restatement.

The IPG continues to face challenges in the Company's attempt to
establish it as a new advertising medium due to the general
weakness in the advertising market and the lack of industry-
accepted buying practices and effectiveness metrics. The Company
has recently published strong positive research results
indicating that the IPG as an advertising platform is as
effective as accepted conventional advertising platforms such as
print and television. The Company is also working with Nielsen
to develop usage and measurement metrics. However, despite this
progress and continuing growth of general advertising sales on
the IPG, until the advertising market further improves and
buying practices and effectiveness metrics have been
established, the growth may not offset the potential decrease in
contracted commitments, as some of these contracts expire or are
depleted. For this reason, the Company is reviewing its target
for 2002 in this sector.

Media and Services Sector

For the quarter ended June 30, 2002, revenues in the Media and
Services sector were $197.8 million, and EBITDA was $26.7
million. Compared to the results in 2001, revenues decreased
$34.6 million and EBITDA decreased $36.2 million. The decline in
revenues and EBITDA was primarily related to TV Guide Magazine
and Superstar/Netlink, the Company's C-Band satellite business.
As noted above, this quarter's EBITDA includes one-time costs of
$3.3 million associated with the Company's exit from the
magazine distribution business.

TV Guide Magazine continued to suffer from reduced newsstand
sales and a weak advertising market during the quarter. Revenues
decreased to $101.3 million for the quarter ended June 30, 2002
from $121.1 million in the same quarter last year. Also during
the quarter, the Company exited the magazine distribution
business, which resulted in various one-time charges totaling
roughly $3.3 million resulting in reduced credit risk. TV Guide
Magazine remains a widely recognized guidance product and
continued to generate significant cash flow.

TV Guide Channel grew its revenues 7% to $24.8 million for the
quarter compared to $23.1 million for the same quarter last
year. Subscriber penetration remained relatively unchanged from
the prior year's quarter at approximately 50 million
subscribers.

Superstar/Netlink revenue declined $18.5 million from the prior
year's quarter to $56.9 million. The C-band direct to home
satellite business continues to decline due to the newer
generation satellite systems and the increased penetration of
cable systems. At the end of the quarter, SNG provided service
to approximately 436,000 subscribers, a decrease of 21% from
December 31, 2001. Despite the declines in revenues and
subscribers, the business unit had a negligible impact on its
EBITDA contribution due to the corresponding reduction in
programming and other expenses. It also continued to generate
significant cash flow.

                    Other Financial Comments

The Company's balance sheet remains strong. Cash, cash
equivalents and current marketable securities were $430.2
million at the end of the quarter. Outstanding debt and capital
lease obligations -- both short-term and long-term -- aggregated
$302.2 million at the end of the quarter.

In April 2002, the Company's Board of Directors authorized an
extension of its authorization granted in September of 2001 for
the Company to repurchase outstanding shares of its common stock
up to an aggregate amount of $300 million. During the period
subsequent to the date the extension was authorized through the
end of the quarter, the Company repurchased 6.9 million of its
shares for an aggregate price of $63.4 million. The extension
expired on September 18, 2002 with no additional share
repurchases.

Gemstar-TV Guide International, Inc., is a leading global
technology and media company focused on consumer entertainment.
The Company has three major business sectors: the Technology and
Licensing sector, which is responsible for developing, licensing
and protecting the Company's intellectual property and
technology; the Company's technology includes the VCR Plus+r
system, interactive program guide products and services marketed
under the GUIDE Plus+(R) and TV Guide Interactive(SM) brands and
the electronic book; the Interactive Platform sector, which
derives recurring income from advertising, interactive services,
content sales and e-commerce on the Company's proprietary
platforms, including IPG, tvguide.com, eBook, and skymall.com;
and the Media and Services sector, which operates the TV Guider
magazines, TV Guide Channel(SM,) TVG Network(SM), and other
television media properties, provides programming and data
services, sells merchandise through the SkyMall(TM) catalog and
operates a media sales group that services all of the Company's
media properties.

The IPG products are integrated into various devices, including
televisions, VCRs and set-top boxes (cable, satellite, telco,
Internet) and can display a multi-day television program guide
on the television screen from which the consumer can view,
select, tune to or record programs. The Gemstar eBook is a
reading device that can store tens of thousand of pages, and
permits a user to purchase and receive instant delivery of any
book, magazine or newspaper over a standard telephone line.

The Company's media properties reach over 100 million U.S.
homes, and its products and services are available in over 60
countries worldwide.

The Company's services, technology and intellectual property are
licensed to major technology, media and communication companies
in the consumer electronics, Internet, personal computer,
satellite, cable television and telco industries. Licensees and
customers include AOL Time Warner, AT&T, Cablevision, Charter,
Comcast, Matsushita, Microsoft, Mitsubishi, Motorola, Philips,
Shaw, Sony, Thomson Multimedia, Zenith and others. The Company
has more than 210 issued U.S. patents in the general area of
audio-visual technologies with over 5,300 claims, over 400
issued foreign patents, and continues to actively pursue a
worldwide intellectual property program and currently has
roughly 350 U.S. and 1,300 foreign patent applications pending.


GENERAL MAGIC: Nasdaq Knocking-Off Shares Effective Today
---------------------------------------------------------
General Magic, Inc., (Nasdaq: GMGC) received notice from The
NASDAQ Stock Market Staff advising that, in accordance with
Marketplace Rule 4330(a)(3), General Magic's securities will be
delisted from The NASDAQ Stock Market at the opening of business
today, September 30, 2002 unless it requests a hearing in
accordance with the Marketplace Rule 4800 Series.  The company
does not intend to request a hearing and expects that its
securities will be delisted at the opening of business on
September 30, 2002.

The NASDAQ letter cited concerns regarding General Magic's
September 18 announcement that it would discontinue operations.
It also expressed concerns regarding the residual equity
interest of the existing listed securities holders and the
company's ability to sustain compliance with all requirements
for continued listing on The NASDAQ Stock Market.

As previously announced, General Magic's efforts to obtain
additional financing or to complete a strategic merger or
acquisition have been unsuccessful.  As a result, the company
has discontinued operations and has initiated an orderly and
expeditious liquidation of its business.  For those interested
in acquiring the assets of General Magic, see
http://www.genmagic.com/company/assets.shtml


G-PRINTING INC: Lenders' Group Sells Assets and Terminates Ops.
---------------------------------------------------------------
G-Printing, Inc., (formerly known as Geographics, Inc.,
OTCBB:GGIT) announced that on September 17, 2002, a group of the
secured lenders of G-Printing, Inc., disposed of the majority of
its assets, effectively terminating regular business operations
of the company. This announcement follows G-Printing, Inc.'s
defaults under its secured lending obligations, and the secured
lenders exercised their right to sell the company's assets in a
sale under Secs. 9-610 of the Uniform Commercial Code.

According to Joe Morris, G-Printing, Inc., President, "G-
Printing will be liquidating the remainder of its assets which
it anticipates will take approximately twelve to eighteen
months. To avoid any preferences to any unsecured creditors, G-
Printing does not intend to make payments to any pre-September
17, 2002 unsecured creditor until all of its assets are
liquidated and a pro rata payment can be made to all unsecured
creditors."

Although there can be no assurance that any payment will be made
to the unsecured creditors, G-Printing believes this process is
the most effective and least costly to the unsecured creditors.
It is currently anticipated there will no value remaining for
stockholders.

The assets were sold by the secured creditors of G-Printing to
Geographics, LLC, an affiliate of Mafcote, Inc.  Mafcote
currently serves the majority of Geographic customers within
their other divisions and brings a breadth of vertically
integrated services to enhance and service the Geographics
product lines.


GROUP TELECOM: US Court Extends Protection Until Nov. 12, 2002
--------------------------------------------------------------
GT Group Telecom (TSX: GTG.B, GTG.A) announced that the
preliminary injunction issued on July 29, 2002 by the United
States Bankruptcy Court in favor of it and its affiliates, has
been further extended from September 25, 2002 until November 12,
2002.

Group Telecom is Canada's largest independent, facilities-based
telecommunications provider, with a national fiber-optic network
linked by 454,125 strand kilometres of fiber-optics, at March
31, 2002. Group Telecom's unique backbone architecture is built
with technologies such as Gigabit Ethernet for delivery of
enhanced network performance and Synchronous Optical Network
(SONET) for the highest level of network reliability. Group
Telecom offers next-generation high-speed data, Internet,
application and voice services, delivering enhanced
communication solutions to Canadian businesses. Group Telecom
operates with local offices in 17 markets across nine provinces
in Canada. Group Telecom's national office is in Toronto.

DebtTraders reports that GT Group Telecom's 13.250% bonds due
2010 (GTGR10CAR1) are trading between 6 and 9. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GTGR10CAR1
for real-time bond pricing.


GUILFORD MILLS: Will Issue New Stock On Plan's Effective Date
-------------------------------------------------------------
As reported, the bankruptcy court approved the plan of
reorganization of Guilford Mills, Inc., (OTC Bulletin Board:
GFDM).  Following the satisfaction of various conditions, the
Company will emerge from bankruptcy on the effective date of the
plan of reorganization.  The Company will issue a press release
announcing the effective date and currently expects that it will
be October 1, 2002.

On the effective date, all shares of Guilford Mills' existing
common stock, par value $0.02 per share, will be cancelled, and
the Company will issue its new common stock, par value $0.01 per
share:  90% to its senior lenders and 10% to its existing common
stockholders pro rata.

The record date under the plan of reorganization for determining
the existing common stockholders who are entitled to receive
shares of New Common Stock is the close of business on the
business day immediately prior to the effective date of the
plan.  After the close of business on the record date, the
Company is not required to recognize or process any further
changes in the holders of Old Common Stock.

On the effective date, shares of New Common Stock will be issued
to record holders at a ratio of approximately one (1) share of
New Common Stock for every 34.776338 shares of Old Common Stock.
No fractional shares of New Common Stock, or cash in lieu
thereof will be issued to a holder.  Instead, fractions of one-
half or greater will be rounded to the next higher whole number
and fractions of less than one-half will be rounded to the next
lower whole number.  Accordingly, a shareholder owning less than
17 shares of Old Common Stock will receive no shares of New
Common Stock.  On the effective date, all shares of Old Common
Stock will be automatically cancelled and deemed null and void,
and therefore be of no value.

The issuance and distribution of shares of New Common Stock,
which will be processed by the Company's transfer agent,
American Stock Transfer & Trust Company, will take place as soon
as possible on or after the effective date of the plan.
Shareholders need not return their Old Common Stock certificates
or take any other actions in order to receive shares of New
Common Stock.

The Old Common Stock will cease to be quoted on the OTC Bulletin
Board on the effective date of the plan, but Guilford Mills
expects that its New Common Stock will be quoted on the
effective date or soon thereafter and that a new ticker symbol
will be assigned by the OTCBB at that time.

Immediately following the effective date of the plan of
reorganization, the Company expects that there will be
approximately 5.5 million shares of New Common Stock outstanding
(which is less than the approximately 18.6 million shares of Old
Common Stock that is currently outstanding).  Ninety percent of
the New Common Stock will be initially owned by a small number
of stockholders (the Company's senior lenders).  As a result,
these stockholders will be able to influence the outcome of
stockholder votes on various matters, including the election of
directors and extraordinary corporate transactions including
business combinations.  This significant ownership position and
reduction in outstanding shares substantially reduces the public
float of the common stock and may adversely affect the liquidity
(or the ability of investors to purchase or sell quickly) and
market price of the New Common Stock.  In addition, the
occurrence of sales of a significant number of shares of New
Common Stock, or the perception that these sales could occur,
may adversely affect the stock price.

Certain of the Company's senior lenders who receive shares of
New Common Stock on the effective date will receive registration
rights from the Company. Among other things, this permits them
to require, under certain circumstances but not earlier than
four months after the effective date, that the Company file a
registration statement with the Securities and Exchange
Commission that would allow them to sell all or a significant
number of their shares of New Common Stock publicly.

Guilford Mills is an integrated designer and producer of value-
added fabrics using a broad range of technologies.  Guilford
Mills serves a diversified customer base in the automotive,
industrial and apparel markets.


HASBRO INC: Will Hold 3rd Quarter Conference Call on October 21
---------------------------------------------------------------
Hasbro, Inc., (NYSE:HAS) will webcast its third quarter
conference call via the Internet. The call will take place on
Monday, October 21, 2002, at 9:00 a.m. EST, following the
release of Hasbro's quarterly financial results. The call will
be available to investors and the media on Hasbro's investor
relations home page, at http://www.hasbro.comclick on
"Corporate Info", click on "Investor Information", then click on
the webcast microphone.

Hasbro is a worldwide leader in children's and family leisure
time entertainment products and services, including the design,
manufacture and marketing of games and toys ranging from
traditional to high-tech. Both internationally and in the U.S.,
its PLAYSKOOL, TONKA, MILTON BRADLEY, PARKER BROTHERS, TIGER,
and WIZARDS OF THE COAST brands and products provide the highest
quality and most recognizable play experiences in the world.

                         *   *   *

As previously reported, Fitch Ratings affirmed Hasbro, Inc.'s
'BB' senior unsecured debt rating. In addition, the company's
new $380 million secured bank credit facility was rated 'BB+'.
The new facility, which replaced its previous 'BB+' rated
$650 million facility, continues to be secured by receivables,
inventories and intellectual property. As of December 31, 2001,
Hasbro had total debt outstanding of approximately $1.2 billion.
The Rating Outlook remains Negative.

The ratings reflect the company's strong market presence and its
diverse portfolio of brands balanced against the cyclical and
shifting nature of the toy industry. The ratings also consider
the challenges the company continues to face in refocusing its
strategy on its core brands and its weak financial profile. The
Negative Outlook reflects uncertainty as to the company's
ability to successfully execute its strategy and its ability to
achieve revenue targets for its core brands as well as Star Wars
in 2002.


HORIZON NATURAL: Initiates Talks With Lenders To Avoid Default
--------------------------------------------------------------
Horizon Natural Resources (Nasdaq: HZON.pk), formerly known as
AEI Resources Holding, Inc., announced revised EBITDA guidance
for the remainder of 2002. Third quarter EBITDA is expected to
decline to a range between $30 to $35 million, and estimated
EBITDA for the fourth quarter should be in the same range. The
change in earnings expectations has been brought about largely
by operating difficulties at the Evergreen Mine in West Virginia
and by the unavailability of Section 404 permits in certain
mines in Kentucky, as explained below.

To avoid being in violation of one or more of its debt
covenants, the company has initiated discussions with holders of
its credit facility and will contact senior secured debt
holders. Management communicated that production shortfalls at
certain of the company's lower-cost sites will necessitate
alternative production plans for the remainder of the year,
which will increase the company's costs per ton. The company has
identified the problems and is implementing plans to recover
shortfalls where they have occurred and are projected to occur.
However, the solutions are not short-term in nature, and cost
impacts are likely to remain for the foreseeable future.

Donald Brown, chairman, president and chief executive officer,
explained, "Although we are diligently reviewing operations and
implementing cost controls, it will take some time for these
programs to be completed. We are currently addressing production
shortfalls with positive action plans. We will present a more
complete report at our third quarter conference call on the
measures management has undertaken to move operations toward
greater cost efficiency."

The company's production for the third and fourth quarters is
projected to be just in excess of 9 million tons of coal per
quarter, with anticipated sales of 10 to 11 million tons per
quarter, including purchased coal. The total cost of coal sold
in the third quarter is anticipated to be higher than earlier
projections. Total cost is forecast to range between $24.00 per
ton and $24.70 per ton due to higher than expected labor costs,
higher supply costs, including the impact of higher fuel prices,
and reduced production rates at lower cost sites.

In August, coal sales totaled 3.9 million tons, up from 3.3
million tons in July. August coal production was 3.4 million
tons, up from 2.9 million tons in July. August EBITDA was $13.6
million, up from $9.6 million in July. Current availability
under the credit facility totaled $20 million as of August 31,
2002.

Certain company operations in Central Appalachia have been
adversely affected:

   1. At the Evergreen Mine in Webster County, West Virginia,
adverse mining conditions will decrease scheduled production for
the remaining months of the year by approximately 52,000 tons
per month while mine operations are being reconfigured to
recover to previous operating levels. The dragline operation
encountered an unforeseen "washout" area where the Clarion coal
seam was eroded. In addition, delays in mobilizing necessary
machinery prior to the company's recent bankruptcy proceedings
led to a lack of pre-production development in areas the company
had intended to mine in the near term, and that has caused lower
dragline efficiency.

To enhance production and to limit the production shortfall to
52,000 tons per month, management has added additional equipment
at Evergreen and increased production from other, higher-cost
areas to meet sales obligations. The additional equipment
includes a remanufactured stripping shovel and two large
bulldozers. The shovel is being assembled on site and will be in
operation by mid-October.

A newly configured mining plan at Evergreen has been put into
operation to more efficiently utilize the dragline. Production
in the Clarion seam will be accessed at a different location,
although at lower production rates. These changes will help
improve production over current levels but will incur higher
costs than planned. Cost increases will be primarily
attributable to increased coal preparation costs, as more
production will require washing prior to shipment to customers.

   2. In Kentucky, two areas have encountered production
shortfalls due to lack of Section 404 Clean Water Act permits to
utilize hollow fill areas. The Sunny Ridge and 17 West mining
operations in Pike and Martin Counties, Kentucky, were scheduled
to produce a total of 250,000 tons per month through the end of
the year. Until the company can obtain required Section 404
permits, several hollow fills cannot be utilized, which will
significantly reduce production and increase costs.

It is anticipated that the affected mines will be able to
maintain planned production levels in September, but will be
reduced to approximately 170,000 tons per month from October
through December. The necessary permits are not available due to
a recent court ruling in West Virginia that prevents the U.S.
Army Corps of Engineers from issuing the permits.

The company plans to partially mitigate the effects of this
production shortfall by transferring equipment that is unable to
be efficiently utilized at the Sunny Ridge Mine to the Starfire
Mine in Knott County, Kentucky, increasing that mine's output by
approximately 40,000 tons per month.

The company plans to release its third quarter earnings during
the week of November 11, 2002. A conference call will be
scheduled, at which time management will more fully discuss
third quarter results and provide additional guidance.

               About Horizon Natural Resources

Horizon Natural Resources Company conducts mining operations in
five states with a total of 42 mines, including 27 surface mines
and 15 underground mines:

- Central Appalachian operations includes all of the company's
mining operations in southern West Virginia and Kentucky,
currently totaling 36 surface and underground mines, which
produced approximately 12.2 million tons of coal (65 percent of
total production) during the first six months of 2002.

- Western operations includes mining in Colorado, Illinois and
Indiana, currently totaling six surface and underground mines,
which produced approximately 6.6 million tons (35 percent of
total production) during the first six months of 2002.


IBS INTERACTIVE: Prepares Prospectus for New Shares Offering
------------------------------------------------------------
IBS Interactive, Inc., d/b/a Digital Fusion, has prepared a
prospectus relating to a public offering, which is not being
underwritten, of 1,026,153 shares of its common stock, par value
$.01 per share, of which 951, 153 shares are being registered
for issuance upon conversion of a Convertible Note and the
remaining 75,000 shares are being registered for issuance upon
exercise of a Common Stock Purchase Warrant. The Convertible
Note and Warrant were issued on July 26, 2002 pursuant to an
exemption from the registration requirements of the Securities
Act of 1933, as amended, provided under its section 4(2). The
Company registering the shares of common stock underlying the
Convertible Note and Warrant pursuant to certain registration
rights granted to the holder of the Convertible Note and
Warrant. The Warrant may be exercised, in whole or in part, at a
price of $1.15 per share until its expiration on July 26, 2007.
The Convertible Note is in the original principal amount of
$800,000 and bears interest at the simple annual rate of 6%. An
additional fee payable on the Convertible Note accrues at the
simple annual interest rate of 4%. The Convertible Note is
convertible into shares of the Company's common stock at the
fixed conversion price of $.922 per share provided that the
average closing price of the common stock for the 10 trading
days prior to conversion is equal to or greater than $1.15.

Digital Fusion, Inc., and its subsidiaries are an information
technology consulting company helping its customers use
technology to access business information and enhance the
performance of their human capital. The services DFI provides
are IT Support and integration; IT consulting; business
application development and sales force tune-up. DFI provides
its services to businesses, organizations and public sector
institutions primarily in the Eastern United States. The Company
was incorporated in 1995 under the name Internet Broadcasting
System, Inc. and changed its name to IBS Interactive, Inc. when
it went public in May 1998.

                           *   *   *

As previously reported, the Company has incurred losses of
$11,412,000 and $18,062,000 in 2001 and 2000, respectively and
cash flow deficiencies from operations of $513,000 and
$6,837,000 in 2001 and 2000, respectively. The losses and cash
flow deficiencies in 2000 and prior years caused the Company to
receive an unqualified opinion with an explanatory paragraph for
a going concern in its December 31, 2000 consolidated financial
statements. During late 2000 and early 2001, the Company
restructured its operations. This included selling or shutting
down unprofitable business units/division, streamlining its
continuing business units and settling its debts associated with
business units/division that were shut down or sold.

The Company has been cash flow positive from operations for the
last three quarters of 2001. At December 31, 2001, the cash and
cash equivalents totaled $1,350,000. Management settled an
additional $1.8 million of Legacy Liabilities subsequent to
December 31, 2001 for $456,000 in scheduled payments during 2002
and 250,000 of common stock warrants. Management is continuing
to negotiate with certain of its vendors to restructure the
remaining Legacy Liabilities. DFI's current business units are
not capital intensive (the business divisions that were capital
intensive were sold). The majority of the Company's costs are
employee related which will vary based upon the revenue of the
Company. The Company believes that, as a result of the actions
it has taken during 2001 to restructure and streamline the
Company, it currently has sufficient cash to meet its funding
requirements over the next year; however, the Company has
experienced negative cash flows from operations and incurred
large net losses in the past.


INBUSINESS SOLUTIONS: TSX Reviews Shares re Continued Listing
-------------------------------------------------------------
The TSX is reviewing the common shares of InBusiness Solutions
Inc., (Symbol: BIZ) with respect to meeting the continued
listing requirements. The company has been granted 120-days in
which to regain compliance with these requirements, pursuant to
the Remedial Review Process.


INPRIMIS INC: Ener1 Battery Becomes Wholly Owned Subsidiary
-----------------------------------------------------------
On September 6, 2002, Inprimis, Inc., executed a merger
agreement and ancillary documents implementing the acquisition
of 100% of the outstanding capital stock of Ener1 Battery
Company from the Company's parent, Ener1 1 Group. As a result of
the merger, Ener1 Battery Company became a wholly owned
subsidiary of Inprimis, Ener1 Group's ownership of Inprimis
increased to approximately 96% of fully diluted common share
equivalents, after giving effect to exercise of all warrants and
options and mandatory conversion of the Company's new Series A
Convertible Preferred Stock.

Ener1 Battery Company, the company acquired by Inprimis in the
merger, is in the business of developing, marketing and
producing lithium ion and other lithium technology batteries for
use in military, industrial and consumer applications. Inprimis
intends to continue the use of the acquired assets for such
purposes.

                        *   *   *

As reported late last year, Datawave (CDNX:DTV.V, OTCBB:DWVSF)
decided not to proceed closing the Plan of Arrangement with
Inprimis as announced on October 12, 2001.  DataWave informed
Inprimis that it may reconsider its decision if Inprimis is able
to demonstrate that the Plan of Arrangement would be in the best
interest of DataWave shareholders. In October 2001, Inprimis'
securities were delisted from Nasdaq and thus, is now currently
trading on Over-The-Counter Bulletin Board.

Also, on March 5, 2002, Inprimis, Inc. appointed Kaufman, Rossin
& Co. as the independent accounting firm to audit Inprimis'
financial statements for the year ended December 31, 2001
replacing Deloitte & Touche LLP, which resigned as Inprimis'
independent accounting firm on January 23, 2002.


INTEGRATED HEALTH: Ordinary Course Professionals Stay Aboard
------------------------------------------------------------
Integrated Health Services, Inc., and its debtor-affiliates
sought and obtained the Court's permission to further extend
their authority to employ Ordinary Course Professionals through
and including February 2, 2003.

The Debtors will continue to employ the Ordinary Course
Professionals to render services, including:

(1) tax preparation and other tax advice;

(2) legal services with regard to:

    (a) routine litigation,
    (b) collection matters,
    (c) reimbursement and regulatory matters,
    (d) government investigations,
    (e) corporate matters, and
    (f) real estate issues; and

(3) other matters requiring the expertise and assistance of
    professionals.

The relief requested will enable the Debtors to pay and
reimburse each of the Ordinary Course Professionals in the
customary manner 100% of the fees and disbursements incurred, up
to $50,000 per month per professional.

This will save the Debtors the expense of separately applying
for the employment of each professional for their post-acute
care network covering over 1,450 service locations in 47 states
and the District of Columbia. (Integrated Health Bankruptcy
News, Issue No. 43; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


INTERLIANT: Secures $5 Million DIP Financing From Access Capital
----------------------------------------------------------------
Interliant, Inc. (OTCBB:INIT.OB), a leading provider of managed
infrastructure solutions, announced that it has closed on
Debtor-in-Possession financing with Access Capital, Inc., a New
York City based lender.

Access Capital is providing Interliant with a revolving credit
facility with maximum availability of $5 million. The credit
facility is secured by Interliant's accounts receivable, with
additional security in the company's assets. Under an Interim
Order entered in the U.S. Bankruptcy Court for the Southern
District of New York on September 20, 2002, the Company was
authorized to borrow up to $1.5 million under the facility until
a final order is entered, which is expected to occur on October
9, 2002.

"This new financing provides Interliant with an added source of
funds to help us through our Chapter 11 reorganization," said
Francis J. Alfano, Interliant's president and CEO. "This is an
important milestone in our restructuring of the company to
create a sound financial base for our ongoing operations."

On August 5, 2002, Interliant filed for reorganization under
Chapter 11 of the U.S. Bankruptcy Code. The company is
reorganizing to focus on its core businesses that provide
recurring revenue and utilize its data center infrastructure:
managed messaging, managed hosting, and managed security
services, along with related professional services.

Interliant, Inc., is a leading provider of managed
infrastructure solutions, encompassing messaging, security and
hosting plus an integrated set of professional services products
that differentiate and add customer value to these core
solutions. The company makes it easier and more cost-effective
for its customers to acquire, maintain and manage their IT
infrastructure via selective outsourcing. Headquartered in
Purchase, NY, Interliant has forged strategic alliances and
partnerships with the world's leading software, networking and
hardware manufacturers, including Check Point Software
Technologies Inc., IBM and Lotus Development Corp., Microsoft,
Oracle Corporation, and Sun Microsystems Inc.

For more information about Interliant, visit
http://www.interliant.com


KAISER: Gets Nod to Implement Key Employee Retention Program
------------------------------------------------------------
Without an adequate retention program in place, Kaiser Aluminum
Corporation and its debtor-affiliates believe that their
competitors and other prospective employers in other industries
would quickly target their most qualified employees and offer
them new career opportunities.

Accordingly, the Debtors sought and obtained the Court's
authority to implement a comprehensive Key Employee Program
that:

   -- provides the incentives necessary to retain certain key
      employees;

   -- takes into account the financial constraints and
      obligations to creditors incumbent upon Chapter 11
      Debtors-In-Possession; and

   -- is well within the range of financial incentives approved
      by courts under retention programs for similarly-situated
      Chapter 11 debtors.

           Four Plans Under The Key Employee Program

1. Retention Plan -- designed to facilitate the retention of the
   Key Employees at various levels within the Debtors, and to
   prevent any further attrition of Key Employees.  The salient
   terms under the Retention Plan:

   a. Coverage: The Retention Plan covers 55 of the Key
      Employees divided into two tiers.  Tier I includes the six
      most senior executive officers:

            Jack Hockema      Pres and CEO
            John Bameson      Sr. VP & Chief Admin Officer
            Joseph Bonn       EVP, Corporate Development
            John LaDuc        Executive VP & CFO
            Harvey Perry      EVP & Pres. of Global Commodities
            Edward Houff      General Counsel

   b. Retention Payment:

         Tier I -- annual retention payment from 1.0x to
                      1.25x base salary;

         Tier 2 -- annual retention payment from 0.3x to
                      1.25x base salary;

      50% of each annual Retention Payment is payable every six
      months starting September 30, 2002.

      For Tier 1 employees, 50% of the Retention Payment will be
      withheld by the Debtors and not paid to the employee until
      the Debtors emerge from bankruptcy.  Upon emergence, the
      employee would be paid the withheld Retention Payment in
      two equal installments:

         -- on the Emergence Date; and,
         -- on the anniversary of the Emergence Date

      No portion of the Retention Payment will be withheld in
      the case of Tier 2 employees.

   c. Termination: The Retention Plan is a two-year plan that
      terminates on March 31, 2004.  An eligible employee must
      be employed in good standing on the due date of an
      installment of the Retention Payment in order to receive
      that installment.

      If an employee:

         -- voluntarily terminates his employment prior to a
            Retention Payment date, he will not be entitled to
            any portion of the Retention Payment

         -- is terminated without cause during the pendency of
            the Retention Plan, he will be entitled to his pro
            rata share of the next Retention Payment, based on
            the period of time that employee worked during the
            applicable Retention Payment period.

   d. Discretionary Fund: The Retention Plan provides for a
      $1,000,000 discretionary fund, which may be used, at
      the Debtors' discretion, to address:

         * specific retention issues and for new employees
         * employees not covered by the Retention Plan, and
         * employees already covered by the Plan who are viewed
           as having a high departure risk.

   e. Annual Cost of Plan: $7,300,000 or 0.42 % of the Debtors'
      revenues

2. Severance Plan -- designed to, among other things, provide
   job security in an uncertain environment to certain of the
   Key Employees.  The salient terms of the Severance Plan
   include:

   a. Coverage: The Severance Plan provides severance benefits
      for 62 Key Employees in the event they are terminated
      without cause or constructively terminated.  The Key
      Employees are divided into Tier 1 and Tier 2.  Tier 1
      includes the four senior executive officers EXCEPT:

            Joseph Bonn       EVP, Corporate Development
            John LaDuc        Executive VP & CFO

   b. Severance Payments: An eligible employee is entitled to a
      Severance Payment (lump sum cash payment) in the event of
      an involuntary termination without cause.  Severance
      benefits would not be paid if a Key Employee voluntarily
      terminates his employment or is terminated for cause.

      The Severance Payments include:

         Tier 1 -- equal to 2.Ox base salary effective on the
                      date of termination

         Tier 2 -- from 0.5x to 1.Ox base salary effective on
                      the date of termination

      Members in both Tiers would also receive benefits within
      6 months to 2 years after the termination of employment,
      paralleling the amount of the Severance Payment.  Benefits
      include:

         * medical       * dental       * vision
         * life          * insurance    * disability benefits

   c. Potential Cost: The maximum potential cost of Plan,
      (assuming all 62 Key Employees were terminated or
      constructively terminated) is $14,900,000, or about 0.86%
      of revenues.

3. Change In Control (CIC) Plan -- intended to retain the Key
   Employees through any potential merger or acquisition
   transaction and provide appropriate incentives to Key
   Employees to maximize the potential value to be received from
   that transaction.  The salient terms under this Plan are:

   a. Coverage: The CIC Plan covers 20 of the Key Employees
      again divided into Tier 1 and Tier 2.  Same Tier 1 members
      as the Severance Plan.

   b. CIC Payment: In the event of:

         (1) a change in control, which includes:

               -- a sale of all or some of Debtors' assets
               -- a change in the composition of the Board of
                  Directors or the shareholders

             in connection with a transaction; and,

         (2) termination or constructive termination;

      The corresponding CIC payments are:

         Tier 1 -- equal to 3.Ox the sum of the employee's
                   annual salary and incentive target, plus
                   prorated incentive

         Tier 2 -- equal to 2.Ox the sum of the employee's
                   annual salary and incentive target, plus
                   prorated incentive

         All payments are effective at the time of the
         termination or constructive termination.

      Key Employees in both Tiers also would receive the same
      benefits provided under the Severance Plan for a period of
      years corresponding to the CIC Payment multiple for each
      Tier.  The CIC protection would continue for two years
      after the date of a change in control, and would be in
      lieu of, not in addition to, any Severance Payment.

   c. Potential Cost: The maximum potential cost of Plan
      (assuming that a CIC occurs and all covered employees are
      terminated or constructively terminated) is $24,600,000,
      representing 1.42% of annual sales.

4. Long Term Incentive Plan -- designed to provide incentive to
   the Key Employees in order to meet certain identified
   performance objectives and to motivate these employees
   successfully to reorganize the Debtors at the  earliest
   practicable time.  The Debtors' LTI Plan is a cash-based
   program that would replace the Debtors' equity-based program
   that existed prior to the Petition Date.  The terms of the
   LTI Plan include:

   a. Coverage: The LTI Plan covers 55 Key Employees

   b. Incentive: Eligible employees would receive an incentive
      award based on the annual cost reduction achieved (with no
      inflation adjustment) and the Key Employee's individual
      LTI target and performance:

      -- For year 2002, the cost reduction plan is $105,000,000,
         and the LTI Plan provides for a $75,000,000 minimum
         threshold;

      -- For year 2003, the cost reduction plan is an additional
         $28,000,000, with no minimum threshold in that year.

      In each year, the aggregate award available to covered
      employees would be 15% of the actual cost reduction in
      excess of the minimum threshold.

      If the:

         -- $105,000,000 plan were met in year 2002, the total
            award would be $4,500,000;

         -- if the $28,000,000 plan were met in year 2003 the
            total award would be $4,200,000.

      These awards would not be paid until emergence.  The
      awards would then be payable in two equal installments:

         -- on the Emergence Date
         -- on the anniversary of the Emergence Date

   c. Termination: Any earned but undistributed awards would be
      forfeited if an eligible Key Employee voluntarily
      terminates his employment with the Debtors -- other than
      normal retirement at age 62 -- or is terminated for cause
      prior to the scheduled payment date. (Kaiser Bankruptcy
      News, Issue No. 15; Bankruptcy Creditors' Service, Inc.,
      609/392-0900)

DebtTraders reports that Kaiser Aluminum & Chemicals' 12.750%
bonds due 2003 (KLU03USR1) are trading between 17 and 21.
http://www.debttraders.com/price.cfm?dt_sec_ticker=KLU03USR1for
real-time bond pricing.


KNOLOGY BROADBAND: Gets OK to Use Knology Inc.'s Cash Collateral
----------------------------------------------------------------
Knology Broadband, Inc., secured interim approval from the U.S.
Bankruptcy Court for the Northern District of Georgia to obtain
postpetition financing from Knology, Inc., as lender.

The Debtor relates that the cash generated from the Prepetition
Collateral -- postpetition collections of prepetition
receivables and proceeds from the postpetition sale of inventory
in which Knology asserts an interest -- may be Cash Collateral.
The Debtor tells the Court that it lacks sufficient funds to
support the continuing operations of its business unless it uses
Knology's Cash Collateral.  Knology and the Debtor agree on the
terms and conditions under which the Debtor may continue using
Knology's Cash Collateral.

The Debtor submits that if it is unable to utilize Cash
Collateral, it may be forced to shut down its business
operations. Interruption of the Debtor's business will severely
impair the value of its assets. The Debtor believes its value as
a going concern is significantly greater than the liquidation
value of its assets, the Debtor explain.  The Debtor tells that
Court that it has an immediate need of cash to meet payroll,
necessary business expenses, and day-to-day operations necessary
to avoid immediate and irreparable harm to the bankruptcy
estate.

Knology has consented to the use of Cash Collateral on a
limited, interim basis in accordance with the Budget:

                         9/14-9/20     9/21-9/27     9/28-10/4
                         ---------     ---------     ---------
Cash Balance (9/18/02)   1,935,000       885,242       249,722
Total Operating Expense    549,758       600,521       238,308
DIP Financing               ---          465,000         ---
Ending Cash Balance        885,242       249,722       451,414

                         10/5-10/11    10/12-10/18   10/19-10/25
                         ----------    -----------   -----------
Cash Balance (9/18/02)     451,414       252,293       252,535
Total Operating Expense    544,121       549,758       600,521
DIP Financing              845,000     1,050,000       500,000
Ending Cash Balance        252,293       252,535       252,014

                         10/26-11/1    11/2-11/8     11/9-11/15
                         ----------    -----------   -----------
Cash Balance (9/18/02)     252,014       253,706       254,586
Total Operating Expense    238,308       544,121       549,758
DIP Financing              740,000       105,000       570,000
Ending Cash Balance        253,706       254,586       256,828

Pursuant to the terms of the Interim Order, the Debtor's use of
Cash Collateral in excess of 115% of any line item of expense in
the Budget or the failure to comply with any other obligation
under the Interim Order will constitute a default under the
Interim Order.

As of the Petition Date, the Debtor submits that its outstanding
principal balance owed on the Intercompany Facility was
approximately $15,000,000, with unused availability of
approximately $19,500,000.

Knology Broadband, Inc., provides services to certain of its
affiliates which are providers of cable TV, telephone and high
speed Internet access to business and residential customers. The
Debtor filed for chapter 11 protection on September 18, 2002.
Barbara Ellis-Monro, Esq., Michael S. Haber, Esq., and Ronald E.
Barab, Esq., at Smith, Gambrell & Russell, LLP represent the
Debtor in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed $43,646,524 in total
assets and $473,814,416 in total debts.


LORAL ORION: Buying 50% Interest of APT Satellite for $115 Mill.
----------------------------------------------------------------
On September 20, 2002, Loral Orion, Inc., entered into an
agreement with APT Satellite Company Limited pursuant to which
Loral Orion would participate on a 50-50 basis in the ownership
of the APSTAR-V satellite.

Loral Orion's purchase price for its 50% interest in the
satellite is $115.1 million, representing 50% of the current
estimated cost of constructing, launching and insuring the
APSTAR-V satellite, which purchase price would be adjusted if
the actual Project Cost should be greater or lesser than $230.2
million. Pursuant to Loral Orion's agreement with APT, Loral
Orion will pay prior to launch $57.55 million for 13.5
transponders on the satellite. Subject to certain acceleration
rights on the part of Loral Orion, the remaining balance of
$57.55 million for the remaining transponders will be paid in
four annual installments as follows: on the second anniversary
of the satellite's in-service date, $10.66 million for 2.5
additional transponders; on the third anniversary of the
satellite's in-service date, $12.79 million for three additional
transponders; and on each of the fourth and fifth anniversaries
of the satellite's in-service date, $17.05 million for four
additional transponders. Title to the transponders will pass to
Loral Orion upon its payment. In addition to the purchase price
described above, Loral Orion has agreed to bear the cost of
modifying the footprint of its Ku-band beam on the satellite.

Under manufacture by Space Systems/Loral, Inc., APSTAR-V will
operate a total of 54 transponders, comprised of 24 standard C-
band transponders, 14 extended C-band transponders and 16 Ku-
band transponders. Under this transaction, Loral Orion will
obtain title to 12 standard C-band, 7 extended C-band and 8 Ku-
band transponders on APSTAR V, which capacity will be designated
Telstar 14. Loral Orion will also have the option to enter into
similar arrangements with APT on replacement satellites upon the
end of life of APSTAR-V.

To be located at 138 degrees East Longitude, APSTAR-V is
currently scheduled to be launched in the third quarter of 2003
and will be capable of providing 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. To ensure a timely launch of APSTAR-V,
Loral Orion, APT and SS/L have agreed that, if a U.S. license to
launch APSTAR-V on board a Chinese Long March rocket has not
been secured by September 30, 2002, a Western launch provider
will be used.


LTV CORP: Balks at Traveler Casualty's Administrative Claims
------------------------------------------------------------
Travelers Casualty & Surety Company of America seeks the
allowance of administrative expense claims for $2,631,732 and
$41,817,000.  These claims relate to surety bonds issued by
Travelers before the Petition Date with respect to LTV Steel's
obligations under certain state workers' compensation and
environmental laws.  Under these bonds, Travelers undertook a
contingent obligation, as bond surety, to reimburse former LTV
Steel employees and state environmental agencies should LTV
Steel default its obligations under the Bonds.

LTV Steel Company Inc. objects to the allowance of Travelers'
claims because the claims failed to provide:

(a) copies of the Bonds as support for the Claims;

(b) evidence that the Bonds have not been cancelled or
    released; or

(c) evidence that Travelers has paid any claims to the Obligees
    under the Bonds.

Because LTV Steel believes that the Claims are wholly contingent
at this time and some or all may be prepetition in nature, the
Claims should be disallowed in their entirety and expunged.

Travelers did not provide any support for the Claims, as
required by the Trades Claims Bar Date Order directing that all
administrative trade claims must include detailed invoices,
billing, bills of lading, receipts, work orders, purchase orders
or such other documentary evidence that the claimant has for the
basis of its administrative claim.  LTV Steel believes that many
of the Bonds have been cancelled or released.  Accordingly, the
Claims should be disallowed based on Travelers' failure to
comply with the Trade Claims Bar Date Order.

The Travelers' claims should also be disallowed because they are
contingent in nature.  The claims will become liquidated only if
LTV Steel actually defaults under the Bonds and Travelers is
required to fund the Bonds to satisfy LTV Steels' obligations to
the Obligees. Courts generally do not allow administrative
claims that are contingent in nature.  Since Travelers has not
provided evidence that it has made any payments to the Obligees
under the Bonds, the Claims, as contingent claims, should be
disallowed.

Finally, the claims may be prepetition in nature and, therefore,
cannot be allowed as administrative claims.  But, because the
claims are wholly contingent, Leah J. Sellers, Esq., at Jones
Day, says, it is not possible to make a determination at this
time whether the claims are prepetition or postpetition.  If the
claims of the Obligees are not entitled to administrative
expense priority, Travelers' claims, which are subrogated to the
Obligees' claims, also should not be accorded administrative
priority.  No event that would give rise to a liquidated claim
on behalf of Travelers -- let alone one entitled to
administrative priority -- has occurred.  Accordingly, the
claims should be disallowed and expunged. (LTV Bankruptcy News,
Issue No. 37; Bankruptcy Creditors' Service, Inc., 609/392-
00900)


MEDALLION FUNDING: Fitch Upgrades Ratings on Sr. Sec. Notes to B
----------------------------------------------------------------
Fitch Ratings raises Medallion Funding Corp.'s senior secured
notes to 'B' from 'CCC' and removes the rating from Rating Watch
Negative. The Rating Outlook is Stable and the rating is
withdrawn. Approximately $10 million of securities are impacted
by Fitch's actions.

Fitch's actions follow the announcement by MFC's parent,
Medallion Financial Corp., that MFC had closed a $250 million
committed credit facility with Merrill Lynch Bank. In addition
to financing new originations, the Merrill Lynch facility will
facilitate refinancing of existing debt at the Medallion and MFC
levels. Debt that the company had previously defaulted on is
scheduled to be fully paid off by August 31, 2003.

Headquartered in New York City, Medallion Financial Corp. is a
specialty finance holding company focused on taxicab medallion
and lower middle market commercial lending as well as taxicab
rooftop advertising.


NEBO PRODUCTS: Commences Debt Restructuring Talks with Creditors
----------------------------------------------------------------
NEBO Products, Inc., (OTC Bulletin Board: NEBO) has entered into
discussions with key creditors regarding a restructuring plan
that would convert a significant portion of its outstanding debt
to equity. NEBO proposes to reduce its outstanding debt and free
up cash flow for operations by converting debt to preferred
stock.  In August NEBO announced it intended to acquire Naviset
Holdings Corp., by issuing NEBO common stock in exchange for all
of the issued and outstanding stock of Naviset.  Naviset has
made the proposed debt restructuring by NEBO a requirement for
completing the acquisition.  NEBO believes that the
restructuring, if successful, would result in substantially
improved cash flow and would allow the company to avoid seeking
legal protection from creditors.  The strengthened balance sheet
and improved cash flows should also make post-acquisition
financing alternatives more attractive to lenders and investors.

Scott Holmes, CEO of NEBO Products, Inc., commented, "NEBO
Products is a viable business entity with strong gross margins.
Under no presently anticipated circumstance would the company
expect to discontinue operations, even if it becomes necessary
to seek protection from creditors.  We remain hopeful that our
creditors will agree to a restructuring plan that will protect
their interests and preserve value for our common shareholders.
We view the restructuring and the Naviset acquisition as key
elements of the company's long-term business plan."

NEBO(R) Products maintains and distributes innovative hardware
(NEBO(R) Tools) and sporting goods (NEBO(R) Sports).  NEBO(R)
Products' lines are unique, aggressively merchandised, and well
priced.  NEBO(R) Products, based in Draper, UT, sells to over
5,000 retail customers in the U.S. and Canada.


NORTEL: Proposes a Reverse Stock Split to Continue NYSE Listing
---------------------------------------------------------------
Nortel Networks Corporation [NYSE/TSX:NT] expects revenues from
continuing operations in the third quarter of 2002 to be lower
than second quarter 2002 revenues from continuing operations by
approximately 15%. This compares to its previously stated
guidance of expected sequentially lower revenues in the third
quarter of 2002 of "up to approximately 10%." Further
deterioration in spending by service providers, generally in the
United States and for wireless networks in Asia, has resulted in
the revised outlook. Despite the current revenue outlook, the
Company continues to expect that the impact of its ongoing
restructuring will result in a lower cost structure in the third
quarter of 2002.

Factoring the uncertainty about the timing of a meaningful
recovery in the telecom market into its quarterly review
procedures regarding the potential realization of the income tax
assets on its balance sheet, the Company at this time
anticipates recognizing significantly lower than expected income
taxes against its loss for the third quarter. As a result, the
Company expects a marginally larger pro forma net loss from
continuing operations(a) per share in the third quarter of 2002
compared to the second quarter of 2002.

Frank Dunn, president and chief executive officer, Nortel
Networks reiterated, "Despite the continued challenging market
environment, our top priority remains to return to profitability
by the end of June of 2003. We are progressing well in our
restructuring plan, and we will continue to monitor the market
and the spending environment and take additional actions, as
appropriate, to achieve our profitability goals." In addition,
the Company continues to assess its overall liquidity needs and
expects to enter into discussions with its banks regarding its
existing credit facilities (all of which are currently undrawn).

The Company also plans to present a proposal to its shareholders
for a consolidation of its outstanding common shares (also known
as a "reverse stock split") at its annual meeting planned for
spring 2003. The consolidation ratio will be set by the
Company's Board of Directors in early 2003 at a level which
would be expected at that time to result in an initial
postconsolidation common share price in the range of US$10 to
US$20, assuming receipt of shareholder and regulatory approvals.

As of the close of trading on September 25, 2002, the 30-day
average closing share price for the Company's common shares has
fallen below the minimum continued listing requirements of the
New York Stock Exchange. The planned share consolidation
proposal is intended to satisfy such continued listing
requirements.

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 http://www.nortelnetworks.com.

DebtTraders reports that Nortel Networks Corp.'s 7.875% bonds
due 2026 (NT26CAR1) 34 and 36. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=NT26CAR1


NORTEL NETWORKS: Declares Dividend on Preferred Shares Series 5
---------------------------------------------------------------
The board of directors of Nortel Networks Limited declared a
dividend on the outstanding Cumulative Redeemable Class A
Preferred Shares Series 5 (TSX:NTL.PR.F), the amount of which
will be calculated by multiplying (a) the average prime rate of
Royal Bank of Canada and Toronto-Dominion Bank during October
2002 by (b) the applicable percentage for the dividend payable
for September 2002, as adjusted up or down by a maximum of 4
percentage points (subject to a maximum applicable percentage of
100 percent) based on the weighted average trading price of such
shares during October 2002, in each case as determined in
accordance with the terms and conditions attaching to such
shares. The dividend is payable on November 12, 2002 to
shareholders of record at the close of business on October 31,
2002.

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
http://www.nortelnetworks.com

                         *    *    *

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
group.


NORTEL NETWORKS: Caps Preferred Ser 8 Fixed Dividend Rate at 80%
----------------------------------------------------------------
Nortel Networks Limited announced that the fixed dividend rate
for its Non-Cumulative Redeemable Class A Preferred Shares
Series 8 will be equal to 80% of the yield on five-year non-
callable Government of Canada bonds to be determined on November
11, 2002. The Series 8 preferred shares will be issued as of
December 1, 2002 to holders of Non-Cumulative Redeemable
Class A Preferred Shares Series 7 of Nortel Networks Limited
(TSX:NTL.PR.G) who exercise their right to convert their Series
7 preferred shares, on a one-for-one basis, provided that a
minimum number of Series 7 preferred shares are tendered for
conversion. If issued, the Series 8 preferred shares will pay,
on a quarterly basis, as and when declared by the Board of
Directors of Nortel Networks Limited, a cash dividend for the
following five years based on this fixed rate, which will be
published on or before November 14, 2002 in several Canadian
newspapers. Holders of Series 7 preferred shares will receive a
notice summarizing their conversion right.

Effective as of December 1, 2002, holders of Series 7 preferred
shares who continue to hold such shares will begin to receive a
monthly floating rate dividend as and when declared by the Board
of Directors of Nortel Networks Limited, in lieu of the existing
quarterly fixed rate dividend of 4.9%. The floating rate
dividend will be based on the average prime rate of two Canadian
banks in effect for each day of the month. The rate for December
2002 will be 80% of the prime rate, and for each succeeding
month will be the previous month's rate, adjusted based on the
trading price of the Series 7 preferred shares, up to a maximum
of 100% of the prime rate.

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
http://www.nortelnetworks.com


NORTH AMERICAN TECH.: Fails to Comply with Nasdaq Requirements
--------------------------------------------------------------
North American Technologies Group, Inc., (Nasdaq: NATK), an
innovative producer of composite-based products made from
recycled raw materials, intends to take the actions necessary to
maintain the Company's listing on the Nasdaq SmallCap Market.
The Company stated that it has received a letter dated September
20, 2002, from The Nasdaq Stock Market, Inc., advising the
Company that it fails to comply with the minimum bid price
requirement for continued listing set forth in Nasdaq
Marketplace Rule 4310(C)(8)(D), and that its common stock is,
therefore, subject to delisting from the Nasdaq SmallCap Market.

In response to the notice, the Company has requested a hearing
before a Nasdaq Listings Qualification Panel to contest the
delisting of its shares from the Nasdaq SmallCap Market.  The
hearing request will stay the delisting of the Company's
securities pending the Panel's decision.  The Company intends to
submit a specific plan to Nasdaq that will enable the Company to
attain compliance with the listing criteria.  There can be no
assurance the Panel will grant the Company's request for
continued listing.

North American Technologies Group, Inc., through its TieTek
subsidiary, has already produced more than 55,000 composite
railroad ties in use throughout the United States and abroad.
Its patented technology utilizes recycled plastics, tires and
other raw materials to produce composite parts that are an
alternative to hardwood in structural applications.  The
TieTek(TM) railroad tie eliminates the need to harvest many
hundreds of mature hardwood trees per mile of track installed
while avoiding the requirement for toxic preservatives.  The
Company also is developing other markets for its composite
technology, including structural applications in the marine,
construction products, transportation and oil production
industries.  For more information on the Company, visit
http://www.NATK.com


ORGANOGENESIS INC: Case Summary & 20 Largest Unsec. Creditors
-------------------------------------------------------------
Debtor: Organogenesis Inc.
        150 Dan Rd
        Canton, Massachusetts 02021

Bankruptcy Case No.: 02-16944

Type of Business: Development and manufacturing of skin
                  substitutes and related items.

Chapter 11 Petition Date: September 25, 2002

Court: District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: Andrew Z. Schwartz, Esq.
                  Foley Hoag LLP
                  155 Seaport Boulevard
                  Boston, MA 02210
                  617-832-1000

Total Assets: $24,536,000

Total Debts: $32,346,000

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Baxter Healthcare Corp.    Purchase of I.P. and     $1,000,000
Lee Blumenfeld, M.D.        Equipment
1 Baxter Parkway
Deerfield, IL 60015
Tel: (847) 948-2000

Bricoleur Plaintiffs       Securities Litigation    $6,500,000
Daniel J. Bergeson
12230 El Camino Real, #100
San Diego, CA 92130

Corning Incorporated       Trade Debt                 $132,329
Ann Mahoney
One Riverfront Plaza
Corning, NY 14831
TeL: (607) 974-7040

Deerwood Corporation       Debentures               $2,326,563
c/o Adelman, Katz & Mond
Alan Adelman
1500 Broadway, Suite 2400
New York, NY 10036
Tel: (212) 382-0404

E. Lynn Shostack           Debentures               $2,068,056
Gardner Capital Corp.
445 Park Avenue
New York, NY 10022
Tel: (212) 838-4509

Glenborough Properties LP  Trade Debt                  $90,584

Hale & Dorr                Trade Debt                  $76,029

Joseph A. McQuade          Severance                  $228,349

Kensey Nash Corp           Trade Debt                 $222,169

Kramer Levin Naftalis &    Trade Debt                  $70,380
Frankel LLP

Medical Claims Service     Trade Debt                 $177,635

Meridian Search Group      Trade Debt                  $64,336

Midmac Systems             Equipment Design            $95,000

MIT                        Royalty                    $261,676
Denise Vaillancourt
5 Cambridge Center
Kendall Square,
Room NE 25-230
Cambridge, MA 02142-1493
Tel: (617) 253-6966

NA Management Company      Debentures               $1,292,535
Hans Estin
10 Post Office Square,
Suite 300
Boston, MA 02109
Tel: (617) 695-2100

NE Aquarium                Debentures                 $258,507
Don Vincent
Central Wharf
Boston, MA 02110
Tel: (617) 973-5200

Novartis Pharma AG         Convertible Note        $10,340,278
Kimberly Urdahl
WSJ 210 627
Lichstrasse 35 CH-4056 Basel
Switzerland

Nstar Electric             Trade Debt                  $76,840

Philip M. Laughlin         Contract Litigation        $383,333
Attn: Lawrence Green
Perkins, Smith & Cohen LLP
1 Beacon Street, 30th Floor
Boston, MA 02108
Tel: (617) 854-4000

R.R. Receivables Inc.      Trade Debt                  $59,354


OWENS CORNING: Selling Mission Plant to B.C. Ltd. for CDN$2.6MM
---------------------------------------------------------------
Owens Corning and its debtor-affiliates ask the Court to approve
the Purchase and Sale Agreement between Vytec Corporation and
493989 B.C. Ltd. for the sale of the Debtors' plant in Mission
BC, Canada.

Vytec Corporation is a wholly owned non-Debtor subsidiary of
Fibreboard.  Owens Corning (China) Investments Company Ltd. is
an indirect wholly owned non-debtor subsidiary of Owens Corning
Cayman (China) Holdings.  Owens Corning (Anshan) Fiberglass Co.
Ltd. is an indirect wholly-owned non-debtor subsidiary of Owens
Corning and was organized under the laws of China and was formed
in 1996 for the purpose of manufacturing, marketing,
distributing and selling fiberglass insulation products used for
both residential and commercial purposes.  493989 B.C. Ltd. is
an unaffiliated third party.

Norman L. Pernick, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, tells the Court that Vytec previously operated plants
in London, Ontario and Mission BC, Canada for the purpose of
manufacturing vinyl products like siding, windows and patio
doors.  But because vinyl manufacturers in the United States and
Canada suffer from overcapacity and weak market conditions,
Vytec decided to close its plant in Mission and consolidate its
operations through the London plant.  The London plant has the
capacity to meet the market demands and is more accessible to
80% of Vytec's customers.

Mr. Pernick relates that the decision to close the plant
necessitated locating purchasers.  Accordingly, Vytec had the
real property, the buildings located on the real property, and
the equipment used in the Mission plant -- except two items that
were installed but never used -- appraised by a professional
appraiser and placed on the market by an independent realtor.
The real property and buildings were appraised for CDN
$2,800,000 (more or less $1.775 million USD) and the equipment,
minus the two unused items, was appraised for CDN $400,000 (or
$250,000 USD).

Mr. Pernick continues that after extensive negotiations, Vytec
reached an agreement with BC Ltd. for the sale of the real
property, the buildings and the assets necessary for the
continued operation of the buildings at 93% of the appraised
value.  The key terms of the Purchase and Sale Agreement, among
others, are:

A. BC Ltd. will pay Vytec CDN $2,650,000, which includes a CDN
   $60,000 deposit, for the real property and the equipment and
   personal property.  The balance of the Purchase Price will be
   paid at Closing;

B. The Closing is scheduled to take place on November 27, 2002;

C. BC Ltd. is to indemnify and hold Vytec harmless from all
   claims and expenses that relate to the release or discharge
   of hazardous substances onto or into the Property after
   Closing;

D. Vytec is to indemnify and hold BC Ltd. harmless from all
   claims and expenses that relate to the presence on any
   hazardous substances on the Property prior to Closing and not
   previously disclosed to B.C. Ltd. or known by BC Ltd. prior
   to the Closing;

   EŁ BC Ltd. may enter the real property prior to Closing to
   prepare the premises for its occupation after Closing;

F. If the Vytec-owned equipment not subject to the sale to BC
   Ltd. is not removed from the Property prior to Closing, the
   Equipment can be stored on the Property until November 1,
   2002; and

G. Vytec's obligation to close the transactions contemplated in
   the Purchase and Sale Agreement is conditioned on Bankruptcy
   Court approval.

Mr. Pernick contends that the transaction is financially
beneficial to Vytec because maintaining two vinyl plants is no
longer profitable. (Owens Corning Bankruptcy News, Issue No. 38;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


PACIFIC GAS: Asks Court to Set Value of Five Employment Claims
--------------------------------------------------------------
Pacific Gas and Electric Company and its debtor-affiliates asks
the Court to value five Employment Claims solely for purposes of
determining the feasibility of the Plan of Reorganization:

                                          Valued    Reason
Claim#  Claimant           Claimed Amt.   Amount    for Claim
------  --------           ------------   ------    ---------
178     Samuel Anderson    $10,000,000    zero      Wrongful
                                                    Termination

4898    Deanne L. Cannon   $10,000,000    zero      Violation of
                                                    Civil Rights

3831    Geri Marchetti      $8,100,000    at most   Wrongful
                                          $47,000   Termination

7125    Douglas Raymond     $1,000,000    zero      Wrongful
        Nelson dba Appex                            Termination
        Troubleshooters
        & Testing
        Engineers, Ltd.

7057    Gilbert Medeiros      $200,000    zero      Wrongful
                                                    Termination

The Debtor makes it clear that the request is intended to
establish the value of the Employment Claims for PG&E Plan
feasibility purposes only.  It is not intended to determine or
affect the allowance or distribution of the Claims, and will not
be binding on any other court in which litigation relating to
the Claim is or may be pending.

                      Samuel Anderson Claim

PG&E contends that Anderson's Claim for wrongful termination is
meritless because Anderson was never an employee of PG&E.  Mr.
Anderson's actual employer is Corestaff Services, Inc., a
staffing agency that has been supplying PG&E with manpower.

Mr. Anderson sued PG&E and Corestaff Services, Inc., alleging a
myriad of tort and statutory claims.  In his First Amended
Complaint filed before the San Francisco Superior Court, Mr.
Anderson accused Corestaff of wrongful termination and sexual
harassment, and of defrauding PG&E through abuse of PG&E's
minority vendor program.

Mr. Anderson accused PG&E of failing to investigate the alleged
fraud and his claims for alleged sexual harassment against his
Corestaff supervisors.  Mr. Anderson alleged that Corestaff was
in charge of coordinating the minority vendor program.  PG&E
points out that Corestaff was actually hired to coordinate and
administer PG&E's staff augmentation program, and was required
to meet certain expectations regarding subcontracting with
minority vendors. PG&E coordinates its minority vendor program
internally.

Even if PG&E were held liable under any of Anderson's theories,
Corestaff has agreed to fully indemnify and defend PG&E, without
reservation.  This claim, therefore, may safely be valued at
zero for feasibility purposes, PG&E asserts.

                     Deanne L. Cannon Claim

Deanne L. Cannon alleges in her Proof of Claim that PG&E owes
her $10,000,000, purportedly for violation of civil rights.

Ms. Cannon worked for PG&E from 1977 to 1989, when she went on a
long-term disability leave.  Her employment was governed by a
collective bargaining agreement between PG&E and the
International Brotherhood of Electrical Workers, Local 1245.

After going on leave, Ms. Cannon applied for four positions, one
in 1994, two in 1999 and one in 2000. Cannon was rejected for
the first three positions on the grounds of, lack of the
requisite seniority, lack of the knowledge and skill to perform
the job, and total disability from performing any work as
certified by her physician.  In September 2000, this same doctor
certified that Ms. Cannon could return to work without
restrictions.  After sending Ms. Cannon for a fitness for duty
examination, PG&E ultimately hired Ms. Cannon for the meter
reader position.  She remains a full-time employee of PG&E
today.

On October 20, 2000, Ms. Cannon filed a charge with the DFEH
alleging that a PG&E supervisor had sexually assaulted her 11
years earlier, in 1989.  Ms. Cannon alleges that she was not
reinstated in retaliation for making a complaint of sexual
harassment.  But PG&E has no record of the alleged sexual
harassment complain.  Ms. Cannon also claims that she was
discriminated against because she was disabled.  In December
2001, Ms. Cannon filed a lawsuit against PG&E alleging
retaliation under Title VII for reporting sexual harassment, and
disability discrimination under the California Fair Employment
and Housing Act.

PG&E contends that Ms. Cannon's allegations are meritless.

First, several of the events Ms. Cannon complains of were
isolated actions taken more than a year before she filed her
charge with the DFEH, and therefore her claim as to those
actions is barred for two reasons: it is untimely, and she
failed to exhaust her administrative remedies.

Second, Ms. Cannon cannot prove that she was retaliated against
for complaining of sexual harassment because the decisions on
reinstatement occurred years after the alleged harassment and
were undertaken by PG&E employees and supervisors who had no
involvement in the alleged harassment or any investigation into
the harassment.

Third, Ms. Cannon cannot prevail on her disability
discrimination complaint because PG&E was required under the CBA
to select employees for those open positions according to an
employee's seniority.  The CBA also provided that PG&E could
bypass the seniority bidding procedures if an employee who bid
for a position lacked the requisite knowledge, skill or physical
ability to perform the job.  PG&E contends that it rejected her
applications in compliance with CBA requirements.

In addition, according to Ms. Cannon's own physician, she was
incapable of performing any work, and therefore was not entitled
to protection under either state or federal disability
discrimination statutes.

Finally, Ms. Cannon has been rehired by PG&E into the position
she requested, and her damages have therefore ceased.

For all of these reasons, PG&E asserts that Cannon's claim may
appropriately be valued at zero for feasibility purposes.

                   Douglas Raymond Claim

Douglas Raymond Nelson, doing business as Appex Troubleshooters
& Testing Engineers, Ltd. filed Proof of Claim No. 7125 for
$1,000,000, purportedly based upon wrongful termination in
violation of (1) WHISLEBLOWER Act [sic] 29 USC Sec. 660, (2) 5
USC Sec. 2302, and (3) Pendent Jurdiction [sic] of Cal. Labor
Code Sec. 1102 et seq.

PG&E contends that Nelson's claim does not meet even the minimal
standards for a Proof of Claim pursuant to Rule 3001(f) of the
Federal Rules of Bankruptcy Procedure because it is nothing more
than a string citation of statutes containing no factual
allegations.  The Debtor points out that Nelson's claim is
inadequate to put PG&E on notice of the nature of the claim, the
predicate facts supporting the claim, or even the identity of
the claimant.  For that reason and at the threshold, PG&E
alleges, Nelson's claim should be given a value of $0 for
purposes of feasibility estimation.

Furthermore, according to PG&E records, a Douglas Raymond Nelson
who gave his home address as 2830 Emerald Drive in Walnut Creek,
California, worked as an electrician for PG&E.  His employment
terminated on July 28, 1983 and there is no record of subsequent
re-employment by PG&E.  Thus, any claim for wrongful
termination, on any theory, would long since have been time-
barred.

Finally, as to the named entity "AT&Te, APPEX TROUBLESHOOTERS &
TESTING engineers, Ltd.," the California Secretary of State has
no record of it as a registered California corporation.  To the
extent that the Claim is based upon Nelson's employment with
PG&E, it cannot be asserted by the named entity, PG&E contends.

For each of these reasons, PG&E asserts that Nelson's claim
should be valued at zero for feasibility purposes.

                     Gilbert Medeiros Claim

Gilbert Medeiros was employed as a Gas Fitter at PG&E's
Marysville facility.  Mr. Medeiros was terminated in February
1999 for diverting energy by tampering with the meter and
transformer at his residence; energy theft is cause for
immediate termination under the collective bargaining agreement
governing Medeiros' employment.  Mr. Medeiros challenged his
termination in a grievance filed by his union.  The grievance
panel found that his discharge was for just and sufficient
cause.  Mr. Medeiros then filed a lawsuit and has filed this
Claim, seeking $200,000 for alleged wrongful termination.

Mr. Medeiros' claim cannot succeed as a matter of law, PG&E
contends.  First, it is preempted by Section 301 of the Labor
Management Relations Act, and Mr. Medeiros cannot state a claim
under that Section.  Second, even if there were no Section 301
preemption, there is evidence that Mr. Medeiros was responsible
for the diversion of energy at his home.

PG&E tells the Court that Mr. Medeiros' conduct provides ample
justification for termination and establishes that Mr. Medeiros'
claim of termination without good cause is meritless.

                       Geri Marchetti Claim

Ms. Marchetti has filed a Proof of Claim for $8,104,440 based
upon allegations of:

(1) disability discrimination, and

(2) retaliation for having previously filed union grievances.

Ms. Marchetti claims monetary damages including $2,025,958 in
attorney's Fee's plus taxes for attorney.

Ms. Marchetti was hired by PG&E as a clerical employee in 1979.
From 1996 to November 2001, Ms. Marchetti was employed as an
Associate Distribution Engineer, a classification under PG&E's
collective bargaining agreement with Local 20 of the Engineers
and Scientists of California.  ADEs are required, inter alia, to
prepare, review and direct the preparation of engineering plans
and cost estimates for work on gas distribution systems; make
field observations and measurements; prepare computer layouts
and plans; and train, supervise and assign work to employees in
lower classifications.

Ms. Marchetti alleges that in 1994, she began experiencing pain
in her hand as the result of an industrial injury and that over
time, the condition worsened and spread to her neck, head and
upper extremities.

Ms. Marchetti has a history of disability leaves related to
problems with her hands and upper extremities that limited her
ability to work on a computer keyboard.

Ms. Marchetti remains a PG&E employee but she has not worked
since September 2001.  Ms. Marchetti has been receiving two-
thirds of her salary -- $4,000 monthly -- and full benefits
under PG&E's Long Term Disability Plan since November 2001.

Ms. Marchetti filed two grievances through her union in January
1999 soon after her October 1998 return from the initial leave
of absence.  The first grievance was settled.  The second
grievance is still pending and, at the request of the union, has
been put on hold by the grievance committee.

In her second grievance, Ms. Marchetti alleged that, upon her
return to work in October 1998, she was not permitted to take
time off during the workday to attend swim therapy sessions,
purportedly in violation of the terms of the collective
bargaining agreement.  PG&E contends that it has no obligation
to give employees time off from work for swim therapy on a long-
term maintenance basis when the treatment is available during
non-work hours.  This issue was the subject of a grievance
brought by another employee for a sister union (IBEW), and the
Review Committee on that grievance determined that "it may be
appropriate to deny the employee time off for [swim therapy as
on-going maintenance, rather than temporary, therapy] when it is
available outside of regularly scheduled work hours."

Following exhaustion of her administrative remedy and receipt of
a Right to Sue Notice, Ms. Marchetti filed a complaint before
the San Francisco Superior Court, alleging discrimination based
upon her disability and in retaliation for filing grievances.
Ms. Marchetti recently informed PG&E that she is now proceeding
with her action in pro per.

PG&E refutes Ms. Marchetti's claims but agrees to value them at
no more than $47,000 in recognition of the theoretical risk that
a court may find that PG&E's increased job requirement was
partially responsible for some portion of the period of Ms.
Marchetti's alleged current total disability. (Pacific Gas
Bankruptcy News, Issue No. 45; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


PEREGRINE SYSTEMS: Signs-Up Pachulski Stang as Ch. 11 Attorneys
---------------------------------------------------------------
Peregrine Systems, Inc., along with its affiliated debtors,
seeks approval from the U.S. Bankruptcy Court for the District
of Delaware to employ Pachulski, Stang, Ziehl, Young & Jones PC
as their bankruptcy counsel.

Pachulski Stang will be compensated at its customary hourly
rates:

          Richard M. Pachulski     $595 per hour
          Laura Davis Jones        $550 per hour
          Jeremy V. Richards       $450 per hour
          Malhar S. Pagay          $330 per hour
          Jonathan J. Kim          $330 per hour
          Jeffrey W. Dulberg       $330 per hour
          Christopher J. Lhuilier  $260 per hour
          Paula A. Galbraith       $215 per hour
          Brian K. Osborne         $140 per hour
          Shannon O.C. Brooks      $120 per hour
          Louise Tuschak           $115 per hour

The Debtors need Pachulski Stang to:

     a) provide legal advice with respect to the Debtors' powers
        and duties as debtors in possession in the continued
        operation of their businesses and management of its
        properties;

     b) prepare and pursue confirmation of a plan and approval
        of a disclosure statement;

     c) prepare on behalf of the Debtors necessary applications,
        motions, answers, orders, reports and other legal
        papers;

     d) appear in Court and to protect the interests of the
        Debtors before the Court; and

     e) perform all other legal services for the Debtors that
        may be necessary and proper in this proceeding.

The Debtors tell the Court that they selected Pachulski Stang as
their legal counsel in these bankruptcy cases because of the
firm's extensive experience in the field of debtors' and
creditors' rights and business reorganizations.

Peregrine Systems, Inc., the leading global provider of
Infrastructure Management software, filed for chapter 11
protection on September 22, 2002. When the Company filed for
protection from its creditors, it listed estimated debts and
assets of more than $100 million.


POLAROID CORP: Retaining Barnes Richardson as Trade Attorneys
-------------------------------------------------------------
Pursuant to Sections 327(e), 328 and 329 of the Bankruptcy Code,
Polaroid Corporation and its debtor-affiliates seek the U.S.
Bankruptcy Court for the District of Delaware's authority to
employ and retain Barnes, Richardson & Colburn as their counsel
for certain customs and international trade matters.

Kevin Pond, President and Secretary for Primary PDC, Inc.,
formerly known as Polaroid Corporation, relates that even prior
to Petition Date, Barnes has been the Debtors' counsel in
connection with, among other things, challenges in the United
States Court of International Trade for fees assessed by the
U.S. Customs Service on certain of the Debtors' exports.  Barnes
has continued to provide the service postpetition.

The Debtors believe that the continued representation by Barnes
is critical to the Debtors' efforts to minimize customs duties
and to maximize their recovery in connection with the challenges
to the Harbor Maintenance Fees.

Mr. Pond tells Judge Walsh that the Debtors selected Barnes
because of the firm's prepetition experience with, and knowledge
of, the Debtors and their businesses, as well as its experience
and knowledge in the field of customs and international trade.
Thus, Barnes' continued representation is critical to the
success of the Debtors' reorganization.

The Debtors anticipate that Barnes will be required to render
various services in connection with the representation of the
Debtors in customs and international trade matters including,
among others, the challenges to certain Harbor Maintenance Fees.

According to Mr. Pond, the Debtors will pay Barnes as an
ordinary course professional with respect to its being their
international trade and customs counsel.  In connection with the
challenges to the Harbor Maintenance Fees, the Debtors propose
to pay Barnes a contingent fee of 25% of any recovery (Harbor
Maintenance Fees plus interest thereon) in addition to any
expenses incurred by Barnes.

Robert Shapiro, a member of Barnes, Richardson & Colburn,
assures Judge Gonzalez that Barnes:

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

   (b) are "disinterested persons" as the term is defined in
       Section 101(14) of the Bankruptcy Code; and

   (c) do not hold or represent any interest adverse to the
       estates. (Polaroid Bankruptcy News, Issue No. 24;
       Bankruptcy Creditors' Service, Inc., 609/392-0900)


RESEARCH INC: Disclosure Statement Hearing Scheduled for Oct. 16
----------------------------------------------------------------
Research, Incorporated (OTC: RESRQ) announced that it filed a
Plan of Reorganization with the U.S. Bankruptcy Court for the
District of Minnesota.  The Company said it intends to
reorganize by transferring 100 percent ownership of the Company
to Research Technologies Corporation, a wholly owned subsidiary
of Squid Ink Manufacturing.  A hearing with respect to the
Disclosure Statement relating to the Plan will be held on
October 16, 2002 and the Company expects that the reorganization
will become effective upon confirmation of the Plan by the
Bankruptcy Court at a hearing to be held in November 2002.
Under the terms of the Plan, there will be no distributions or
residual value for shareholders.  Copies of the Plan and the
proposed Disclosure Statement can be viewed at the Bankruptcy
Court's Web site http://www.mnb.uscourts.govunder case number
02-40309.

Research, Inc., designs and manufactures complete product
solutions based on its core competency: the precise control of
heat.  The company targets markets worldwide including graphics
art printing (ink drying) and plastics, rubber and metal
processing applications.  Research, Inc., is headquartered in
Eden Prairie, Minn.  The company's common stock trades over-the-
counter under the symbol: RESRQ.PK.  Additional news and
information can be found on the company's Web site at
http://www.researchinc.com


REXHALL INDUSTRIES: Independent Review of Records Completed
-----------------------------------------------------------
Rexhall Industries, Inc., (Nasdaq: REXLE) announced that the
previously announced independent review of the Company's
accounting records has been completed with no material errors
found, other than those previously announced and referred to
below. The Company estimates the accounting and legal fees and
costs related to the independent review of the Company's
financial statements to be approximately $600,000 or more, which
will be recorded in the third quarter.

The NASDAQ hearing to consider whether Rexhall could continue to
list its shares in light of its delinquent second quarter 10-Q
and first quarter restatement occurred on September 20, 2002.
The Company cannot predict the outcome of this hearing, but
anticipates a decision within 7 to 10 days.

In August 2002, the Company concluded that an incorrect number
was recorded for its raw material inventory during the first
quarter of 2002, and it would need to restate the financial
information in its Form 10-Q for the first quarter. The
Company's financial statements as of March 31, 2002 have been
restated to reflect the correct raw material inventory balance,
related cost of goods sold, and certain bonus and tax accruals
that are affected by this inventory error.

Net revenues for the quarter ended June 30, 2002 increased 15%
to $18,964,000 from $16,442,000 for the same period in 2001.
Gross profit for the quarter was $2,354,000 versus $1,848,000
last year, which is a 27% increase. Net income from continuing
operations for the period was $264,000 compared with net income
from continuing operations of $213,000.

Net revenues for the six months ended June 30, 2002 increased
15% to $36,371,000 from $31,752,000 for the same period in 2001.
Gross profit for the six months was $3,677,000 versus $3,582,000
last year, which is a 3% increase. Net income from continuing
operations for the period was $11,000 compared with net income
from continuing operations of $475,000 last year.

William J. Rex, President, Chairman and CEO stated, "As soon as
we receive the NASDAQ Review Panel's decision, we will
communicate it to our shareholders. Until then, it is prudent
that we not elaborate on the process, the hearing, or any
expectations. Thank you for your patience and understanding."

Rexhall Industries, Inc. -- http://www.rexhall.com-- designs,
manufactures and sells various models of Class A motorhomes used
for leisure travel and outdoor activities. Rexhall's five lines
of Class A motorhomes, sold through approximately 100 dealer
locations across the U.S., Canada and Europe, include RoseAir,
RexAir, Aerbus, Vision and American Clipper.


ROMARCO MINERALS: TSX Conditionally Accepts Plan of Arrangement
---------------------------------------------------------------
The statutory plan of arrangement of Romarco Minerals Inc.,
(TSXV: "R") has been conditionally accepted by the TSX Venture
Exchange by letter dated September 19, 2002.

Management and the Independent Committee fully expect to be able
to fulfill all of the conditions set out in the Exchange's
letter within the imposed timeframe. Romarco will next make
application to the Court for an interim order in connection with
the Arrangement which forms part of its restructuring plan. In
prior press releases issued on May 16 and 22 and June 13, 2002,

Romarco announced that the restructuring plan pursuant to the
Arrangement will consist of (i) the unwinding of Romarco's
agreement with GMS Worldwide Inc., and the subsequent
cancellation of 5 million common shares of Romarco currently
held in escrow for the benefit of the former GMS shareholders;
(ii) Romarco's intention to exclusively focus on the precious
metals industry; and (iii) the distribution of the Tullaree
shares held by Romarco to its shareholders. Approximately
39,583,000 Tullaree shares will be distributed to Romarco
shareholders on a ratio of approximately 1.79 Tullaree
shares for every Romarco share they own. The distribution of the
Tullaree shares to Romarco shareholders will significantly
broaden the Tullaree shareholder base and will provide an
excellent opportunity for Romarco shareholders to directly
participate in an investment company.

Romarco's annual and special shareholders' meeting will be held
at 10:00 a.m. (Toronto time) on November 22, 2002 at The Royal
York Hotel, 100 Front Street West, Toronto, Ontario. The outcome
of the matters voted upon at the Meeting will be announced
following such meeting. Romarco will have approximately CDN$2.4
million in cash and no debt following the restructuring and is
presently actively pursuing precious metals opportunities.
Effective September 24th, Romarco's corporate offices will be
relocated to 13 Clarence Square, Toronto, Ontario. Romarco's
telephone and fax numbers and e-mail address will remain the
same.

For further information, please contact Joseph van Bastelaar,
President and C.E.O. or Judith Robinson, Executive Vice-
President and Treasurer by telephone at (416) 214-1900, by fax
at (416) 214-0700.


SED INT'L: Fails to Maintain Nasdaq Continued Listing Standards
---------------------------------------------------------------
SED International Holdings, Inc., (Nasdaq: SECX) has received
notification from NASDAQ that the Company's common stock will be
delisted from the Nasdaq National Market due to noncompliance
with the value of public float requirement of $5,000,000.00 for
continued listing on Nasdaq National Market.  In addition, SED's
stock price has fallen below the $1.00 minimum necessary for
continued listing on the Nasdaq National Market and Nasdaq
SmallCap.  The Company does not presently intend to take actions
to regain compliance with the Nasdaq National Market or SmallCap
listing standards.

The Company is taking steps to accommodate trading of its common
stock on the OTC Bulletin Board.  The OTCBB is a regulated
quotation service that displays real-time quotes, last-sale
prices and volume information in over-the-counter equity
securities.  OTCBB securities are traded by a community of
market makers that enter quotes and trade reports.  The Company
expects that SED's ticker symbol (SECX) will remain the same.
More information about OTCBB can be viewed at
http://www.otcbb.com

Gerald Diamond, Chairman and CEO, commented, "SED is focusing on
executing its business plan and expects the move from the Nasdaq
National Market to the OTCBB to have no impact on its day-to-day
operations."

Finally, the Company announced the retirement of Elliott Cohen
and Joel Cohen as members of the Board of Directors.  Messrs.
Cohen and Cohen will not be replaced.  With these retirements
and the previously announced resignation of Larry Ayers, the
Company's Board of Directors now consists of five members, three
of whom are independent as defined by the Sarbanes-Oxley Act of
2002.

SED International, Inc., celebrating twenty-two years in
business, is an international distributor and value-added
services provider of computer and wireless technology throughout
the United States, the Caribbean, and Latin America.  The
Company has relationships with more than 14,000 value-added
resellers, system builders, e-commerce resellers, dealer-agents,
and retailers.  SED International serves its customers with more
than 3,500 products, fulfillment services, finance options, and
e-commerce solutions. The Company operates sales and
distribution facilities in the U.S., Brazil, Argentina,
Colombia, and Puerto Rico.  More information about SED
International, Inc., can be found at http://www.sedonline.com


SERVICE MERCHANDISE: Wants to Settle NY Tax Department's Claim
--------------------------------------------------------------
The New York State Department of Taxation and Finance filed a
$3,033,232 claim against Service Merchandise Company, Inc.'s and
its debtor-affiliates' estates.  Of that amount, the New York
Tax Department believes that $2,434,042 claim is entitled to an
administrative priority.  The New York Tax Department's claim
was assigned Claim No. 1042.

The Debtors refuted the New York Tax Department's Claim on the
basis that:

   -- an audit upon which the Claim was based was not yet final
      and

   -- a portion of the audit incorrectly assessed certain
      liabilities for advertising expenditures against the
      Debtors.

Once the audit became final, Beth A. Dunning, Esq., at Bass,
Berry & Sims PLC, at Nashville, Tennessee, relates, the maximum
amount of liability for the Debtors was slightly less than
$1,000,000, all of which was asserted to be priority, because it
a tax on income or gross receipts from 1996 to the Petition
Date. Nonetheless, the Debtors still believed that a substantial
portion was improperly assessed against the Debtors with respect
to advertising expenditures.

Subsequently, Ms. Dunning continues, the Debtors and the New
York Tax Department reached a compromise of the Claim Disputes.
Ultimately, the New York Tax Department agreed to lessen that
substantial portion of the Claim, which the Debtors find was
improperly assessed against them.  In an Agreed Order, the New
York Tax Department consented to the reduction of its priority
claim to $431,119, which reflected a reduction of the claim by
the portion that the Debtors believed was improperly assessed.

Additionally, Ms. Dunning relates that the parties' the Agreed
Order proposes to allow a previously compromised claim of the
Tax Department, which is not part of the audit.  This amounts to
$389,554, which is allowed as unsecured non-priority claim.

The Debtors ask Judge Paine of the U.S. Bankruptcy Court for the
District of Tennessee approve the Agreed Order.

Ms. Dunning explains that approval of the Agreed Order is
warranted since, due to the complex issues surrounding the New
York Tax Department's Claim, there is no absolute certainty that
the Debtors would prevail at a contested hearing.  In that
event, the Debtors' estates would not only suffer increased
costs of litigation but the risk of allowance of more than
$500,000 in additional priority claims.  To do away with the
potential costs of litigating highly technical legal issues
under the tax laws of New York, the compromise should be
approved. (Service Merchandise Bankruptcy News, Issue No. 38;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Service Merchandise's 9.000% bonds due
2004 (SVCD04USR1) are trading between 6.75 and 7.75. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=SVCD04USR1
for real-time bond pricing.


SLI INC: Signs-Up Alvarez & Marsal as Restructuring Consultants
---------------------------------------------------------------
SLI, Inc., along with its debtor-affiliates tells the U.S.
Bankruptcy Court for the District of Delaware that they need the
services of Alvarez & Marsal, Inc., as restructuring
consultants.  The Debtors seek authority to bring-in Raymond E.
Dombrowski, Jr., as their chief restructuring officer and Brian
C. Whittman as their assistant restructuring officer.  The
Restructuring Officers will assist the Debtors in the completion
of their restructuring.

The Debtors relate that Alvarez & Marsal has extensive
experience assisting numerous chapter 11 debtors.  Currently,
Mr. Dombrowski has served as a Managing Director at Alvarez &
Marsal since October 2001 and Mr. Whittman is a Director.

The Restructuring Officers, together with any Additional
Officers, will:

     i) perform a financial review of the Company, including
        review and assessment of financial information that has
        been, and that will be, provided by the Company to its
        creditors, including short and long term projected cash
        flows;

    ii) develop for the review of the board of directors
        possible restructuring plans or strategic alternatives
        for maximizing the enterprise value of the Company's
        various business lines, including the potential sale of
        all or part of the Company;

   iii) interface with the Company's creditors with respect to
        the Company's financial and operational matters; and

    iv) perform such other services as necessary and as
        directed.

Alvarez & Marsal will be paid on an hourly basis:

          Senior Managing Director      $575 per hour
          Managing Director             $450 - $520 per hour
          Director                      $350 - $425 per hour
          Analyst/Associate             $175 - $350 per hour

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.


SOLECTRON: Net Loss Shoots-Up to $2.6 Billion in Fourth Quarter
---------------------------------------------------------------
Solectron Corporation (NYSE: SLR), a leading provider of
electronics manufacturing and supply-chain management services,
reported fiscal fourth-quarter results that were in line with
the company's guidance.

Sales in the quarter ended Aug. 30 were $3.1 billion, up 3
percent from the third quarter.  Solectron had established sales
guidance of $2.8 billion to $3.1 billion for the quarter.  Sales
in the fourth quarter of 2001 were $3.6 billion.

The company reported a net loss of $2.6 billion compared with a
net loss of $250 million in the same quarter of last year.
Fourth-quarter 2002 results include unusual, after-tax charges
of $2.6 billion related to goodwill, intangible assets and
inventory revaluations; restructuring charges; and gains related
to debt retirement.  Excluding those items, Solectron lost $33
million in the fourth quarter, an improvement of 6 cents per
share from the year-earlier period.  The company's guidance was
for a loss of 3 to 5 cents per diluted share.

Summary of Fourth-Quarter Charges and Gains

     -- Goodwill and intangible assets.  As a result of its
goodwill and intangible asset impairment tests, the company
recorded pre-tax charges of $2.5 billion to revalue goodwill and
$191 million to revalue intangible assets.  The company remains
in compliance with its credit facility covenants.

     -- Inventory.  The company booked a pre-tax charge of $97
million to reserve for inventory revaluation and write-off.  The
charge mainly reflects inventory risk assumed by Solectron's
product-oriented Technology Solutions business unit, as well as
obsolete inventory related to a small number of former
customers, including customers no longer in business.  Solectron
continues to put back inventory to customers under contractual
arrangements.

     -- Debt retirement.  Solectron recorded a pre-tax gain of
$25 million resulting from the completion in July of a tender
offer to repurchase the company's Liquid Yield Option Notes due
May 2020, as well as subsequent open-market purchases of LYONs
due November 2020.

     -- Restructuring.  Solectron recorded pre-tax restructuring
and impairment charges of $55 million related to the company's
previously announced restructuring program.

The combined impact of these four items reduced fourth-quarter
earnings by $3.17 per diluted share, from a loss of 4 cents per
diluted share to a loss of $3.21 per diluted share.

"These steps reflect our ongoing commitment to take the actions
necessary through the economic downturn to keep Solectron
healthy and on track to deliver long-term value for our
shareholders," said Koichi Nishimura, chairman, president and
chief executive officer.  "From an operational standpoint, we
are making steady progress in our business performance, with key
metrics improving at year-end.  We intend to continue our
positive operating trends in 2003 -- with a broader objective of
returning our business to industry-leading profitability.

"On a personal note, I recently reached age 64, and I have
expressed to the board my desire to retire from CEO duties at
age 65.  The board has agreed to move forward with the
succession process now to ensure a seamless transition and
continuity of our long-range plans," he said.  "I will continue
in my role as chairman of the board, and I will also continue as
CEO until my successor is identified and the transition is
completed."

                        Fiscal 2002 Summary

In fiscal 2002, Solectron reported sales of $12.3 billion,
compared with $18.7 billion in fiscal 2001.  The company
reported a net loss of $3.1 billion, compared with a net loss of
$124 million in 2001.  Excluding restructuring and other unusual
charges, Solectron had a loss of $92 million compared with
earnings of $287 million in 2001.

During the year, Solectron improved many of its key business
measurements:

     -- Solectron generated $2.1 billion of cash from operations
during the year, and ended the year with $2.2 billion in cash
and short-term investments.

     -- Solectron reduced its LYONs convertible debt by $2.8
billion during the year. This activity reduced the company's
total debt by $1.5 billion and effectively extended the average
maturity of the remaining debt.

     -- Inventories declined 42 percent, or more than $1.3
billion in the fiscal year, while inventory turns improved to
6.1 from 3.7 at the end of fiscal 2001.

     -- Accounts receivable declined nearly 27 percent at year-
end, versus the same point last year.  Days sales outstanding at
the end of the fourth quarter was 55, compared with 61 days a
year earlier.

     -- The company continued to win business from current
customers, as well as new customers and customers in targeted
market segments, including high-end consumer, automotive and
industrial controls.

                    First-Quarter Guidance

Solectron expects first-quarter 2003 sales to range from $2.8
billion to $3.1 billion, essentially flat with the fourth
quarter.  Excluding restructuring charges, the company said it
expects first-quarter per-share results to improve to a range
from a 3-cent loss to break-even earnings performance.

Solectron -- http://www.solectron.com-- provides a full range
of global manufacturing and supply-chain management services to
the world's premier high-tech electronics companies.
Solectron's offerings include new-product design and
introduction services, materials management, high-tech product
manufacturing, and product warranty and end-of-life support.
Solectron, based in Milpitas, Calif., is the first two-time
winner of the Malcolm Baldrige National Quality Award.

                         *    *    *

As reported in Troubled Company Reporter's March 27, 2002
edition, Fitch Ratings lowered Solectron Corporation's ratings
as follows: senior bank credit facility from 'BBB-' to 'BB',
senior unsecured debt from 'BBB-' to 'BB', and the Adjustable
Conversion Rate Equity Security Units from 'BB+' to 'B+'. The
Rating Outlook remains Negative.

The downgrades reflect the prolonged, significant reduction in
demand from Solectron's customers, which continues to weaken
operational performance and credit protection measures. In
addition, with the delay in new business as customers defer
ramping new projects in the face of continuing weak end-markets,
Fitch believes any sustainable recovery will not materialize in
2002. The ratings also consider Solectron's top-tier position in
the electronic manufacturing services (EMS) industry, diversity
of end-markets and geographies, recent improvements in its
capital structure, solid cash position, and recent working
capital improvements albeit in an industry downturn. The
Negative Rating Outlook indicates that if adverse market
conditions persist, outsourcing contracts do not materialize
from new customers, the company makes significant cash
acquisitions, or if it is unsuccessful in execution of planned
cost reductions the ratings may continue to be negatively
impacted.


STELCO: Ontario Court Slaps $175K Health & Safety Violation Fine
----------------------------------------------------------------
Stelco Inc., a large Hamilton steel manufacturer, was fined
$175,000 on September 23, 2002 for a violation of the
Occupational Health and Safety Act that resulted in a serious
arm injury to a worker.

On September 25, 2000, a worker was performing regular
maintenance work on Pickle Line No. 1, where steel strips are
cleaned, when a wringer roll broke and fell on the worker's arm.
The wringer roll was used to help remove excess solution after
the steel strips passed through a series of acid and water rinse
tanks. The worker was attempting to change the wringer roll when
the incident occurred in the Cold Roll and Coated Division at
Stelco's Hilton Works plant on Wilcox Street in Hamilton. The
worker was employed by B.F.C. Industrial Ltd., a subcontractor
which supplied mechanical services to Stelco.

Stelco Inc., pleaded guilty to failing, as an employer, to
ensure that materials were lifted, carried or moved in such a
way that a worker was not endangered. This was contrary to
Section 45(a) of the Regulations for Industrial Establishments
and contrary to Section 25(1)(c) of the act.

The fine was imposed by Justice Robert Weseloh of the Ontario
Court of Justice in Hamilton.

                   Court Information at a Glance
                   -----------------------------

           Location:     Ontario Court of Justice
                         45 Main Street East, Courtroom 300
                         Hamilton, Ontario

           Judge:        Justice Robert Weseloh

           Date / Time:  September 23, 2002, 10 a.m.

           Defendant:    Stelco Inc.

           Matter:       Occupational Health & Safety

                          *   *   *

As reported in the Troubled Company Reporter's January 15, 2002
edition, Standard & Poor's assigned its single-'B' subordinated
debt rating to Stelco Inc.'s CDN$90 million convertible
subordinated debt issue due February 1, 2007. At the same time,
Standard & Poor's assigned its preliminary double-'B'-minus
senior unsecured debt rating and preliminary single-'B'
subordinated debt rating to the company's CDN$300 million shelf.

In addition, the ratings outstanding on the company, including
the double-'B'-minus corporate credit rating, were affirmed. The
outlook is negative.

The ratings on Stelco reflect a weakened financial profile due
to the effect of the ongoing economic downturn and the
prevailing difficult steel industry conditions on its financial
results, offset by the company's fair business position.


TECHNEST HOLDINGS: Feldman Replaces Grassi as External Auditors
---------------------------------------------------------------
Feldman Sherb & Co., P.C., a professional corporation of
certified public accountants was the independent accounting firm
for Technest Holdings, Inc., a Nevada corporation, for the
fiscal years ended December 31, 2001 and 2000 and the four month
ten day period ended May 10, 2002.  The report of Feldman on the
2001 consolidated financial statements of Technest contained an
explanatory paragraph that states that "the accompanying
consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in
Note 2 to the consolidated financial statements the Company has
negative working capital of $646,116 at December 31, 2001, and
has incurred significant recurring operating losses which raise
substantial doubt about its ability to continue as a going
concern without the raising of additional debt and/or equity
financing to fund operations. Management's plans in regard to
these matters are described in Note 2. The consolidated
financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

Feldman was merged into Grassi & Co., CPA's, P.C., and the
principal accountants who had been responsible for the Company's
audit during the years ended December 31, 2001 and 2000 left and
started their own firm called Sherb & Co., LLP. As a result, on
May 11, 2002, the Company dismissed Grassi and selected Sherb to
serve as independent public accountants for the fiscal year
2002.

The decision to change accountants was recommended and approved
by the Board of Directors of the Company.


US AIRWAYS: Bank of NY Presses for Adequate Protection of Liens
---------------------------------------------------------------
The Bank of New York, as Trustee for the EPIC 1996-1 Trust, and
Wilmington Trust Company, as the Indenture Trustee, ask the
Court to force US Airways Group Inc, and its debtor-affiliates
to provide adequate protection of their liens and security
interests pursuant to Sections 361 and 363(e) of the Bankruptcy
Code.

A Trust Agreement dated June 27, 1996, between the Trustee,
Citicorp Epic Finance, Inc. and Credit Lyonnais New York Branch,
created a Trust that holds three Notes issued by US Airways
Inc.:

    Designation      Dated                  Secured by
    -----------      -----                  ----------
     N622 Note   March 14, 1994    A Boeing 757-2B7 Aircraft
                                   bearing registration no.
                                   N622AU and manufacturer's
                                   serial number 27201,
                                   including two Rolls Royce
                                   RB211-535E4 aircraft engines
                                   bearing manufacturer's serial
                                   numbers 31217 and 31218

     N623 Note   March 24, 1994    A Boeing 757-2B7 Aircraft
                                   bearing registration no.
                                   N623AU and manufacturer's
                                   serial number 27244,
                                   including two Rolls Royce
                                   RB211-535E4 aircraft engines
                                   bearing manufacturer's serial
                                   numbers 31222 and 31223

     N624 Note   July 29, 1994     A Boeing 757-2B7 Aircraft
                                   bearing registration no.
                                   N624AU and manufacturer's
                                   serial number 27245,
                                   including two Rolls Royce
                                   RB211-535E4 aircraft engines
                                   bearing manufacturer's serial
                                   numbers 31270 and 31271.

The N622 Aircraft, the N623 Aircraft and the N624 Aircraft
comprise Bank of New York and Wilmington Trust's Collateral.
The security and other interests are perfected in the Collateral
by the filing of the Indentures with the FAA under the Federal
Aviation Act.  The Debtors are currently using the Collateral.
Bank of New York and Wilmington Trust's interest in the
Collateral is exposed to the risk of diminution in value because
the Debtors are presently using the planes and engines in
revenue-producing service.  This diminishes its value because
each hour and cycle of operation brings the components of the
Collateral closer to their next maintenance events, and the
value of a commercial jet aircraft depends in material part on
where in the maintenance cycle the airframe, landing gears, APUs
and engines are.  Even if the Debtors are performing all
required maintenance as it comes due, the accrual of hours and
cycles by itself diminishes value.

Leo T. Crowley, Esq., at Pillsbury & Winthrop, tells Judge
Mitchell that Bank of New York and Wilmington Trust are secured
creditors of US Air.  Pursuant to Sections 361 and 363(e) of the
Bankruptcy Code, Bank of New York and Wilmington Trust are
entitled to adequate protection of their interests in the
Collateral.

Adequate protection is intended to ensure that a secured party's
interest in its collateral is not impaired during the course of
the bankruptcy, when the automatic stay prevents the secured
party from otherwise acting to protect its interests.  The basic
purpose of adequate protection is to preserve the status quo and
to assure the secured party that its position will not be
impaired during the bankruptcy case.

Mr. Crowley insists that Bank of New York and Wilmington Trust
be provided with adequate protection of their Collateral.  This
would be achieved by requiring the Debtors to:

(a) comply with the requirements of the regulations issued under
    the Federal Aviation Act and any other laws protecting the
    Collateral;

(b) comply with all provisions of the Indentures concerning the
    operation, maintenance and use of the Collateral;

(c) continue to carry and maintain, at their own expense, valid
    and collectible insurance on the Collateral in amounts not
    less than the principal amounts of the Notes;

(d) be enjoined from removing or replacing any parts except in
    accordance with the Indentures;

(e) pay postpetition interest on the Notes; and

(f) pay, on a monthly basis, cash maintenance reserves to
    Movants in respect of the operation of the Collateral from
    the Petition Date:

    (1) airframe reserves toward the next C Check and D Check
        based on the US Airways maintenance program at a rate to
        be determined at the hearing of this motion;

    (2) engine reserves on each engine toward their next shop
        visit for their performance restoration based on
        industry averages at a rate to be determined at the
        hearing of this motion;

    (3) landing gear reserves on each landing gear based on
        time between overhaul in the US Airways maintenance
        program at a rate to be determined at the hearing of
        this motion; and

    (4) APU reserves based on US Airways' typical shop visit
        interval for performance restoration for similar APUs
        in its fleet at a rate to be determined at the hearing
        of this motion.

In addition, Bank of New York and Wilmington Trust ask the Court
to grant them a "super-priority" administrative claim pursuant
to Section 507(b) of the Bankruptcy Code, higher in priority
than any and all administrative claims to the Debtors' assets,
to the fullest extent necessary to protect them from
postpetition use of the Collateral and the continuance of the
automatic stay imposed by Section 362(a). (US Airways Bankruptcy
News, Issue No. 6; Bankruptcy Creditors' Service, Inc., 609/392-
0900)

DebtTraders reports that US Airways Inc.'s 10.375% bonds due
2013 (U13USR2) are trading between 10 and 20. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=U13USR2for
real-time bond pricing.


US AIRWAYS: RSA Agrees to Invest $240MM for 37.5% Equity Stake
--------------------------------------------------------------
US Airways Group, Inc., has designated The Retirement Systems of
Alabama as its proposed plan of reorganization equity sponsor
and entered into a definitive investment agreement under which
RSA will invest $240 million for 37.5 percent ownership in a
restructured US Airways.

Upon US Airways' emergence from Chapter 11, which the Company
has targeted for the first quarter of 2003, the investment will
be coupled with a $1 billion collateralized loan backed by the
$900 million federal guarantee that has been conditionally
approved by the Air Transportation Stabilization Board.  In
addition, the Company said that it had reached agreement with
RSA to restructure various debt obligations in the Company's
aircraft debt- restructuring program.  RSA currently holds
approximately $340 million of debt obligations related to US
Airways' aircraft.

The Company also announced that it had accepted a commitment
from RSA for a fully underwritten $500 million DIP financing
facility on substantially the same terms as the Company's
original DIP facility originated by Credit Suisse First Boston
and Bank of America Corp., with participation from Texas Pacific
Group in connection with US Airways' voluntary Chapter 11 filing
last month. At that time, US Airways had announced a memorandum
of understanding with Texas Pacific Group for a $200 million
equity investment upon emergence from Chapter 11, which the
Company said had been consensually concluded with Texas Pacific
Group in exchange for the payment of accrued transaction
expenses and indemnification arrangements.  The Company said
that it had notified the agents for its existing DIP facility
that the Company had accepted the RSA-led facility to replace
the existing financing, which was approved by the Bankruptcy
Court on an interim basis last month.

The Company noted that RSA's proposed investment agreement is
subject to higher or otherwise better offers in connection with
bid procedures filed with the Bankruptcy Court, which have been
amended by the Company and RSA, in consultation with the
Creditors' Committee, to eliminate break-up fee protection and
modify certain of the bidding procedures to facilitate the
competitive bidding process.

"RSA has committed to a plan sponsor investment that is more
than a 20 percent premium over the prior bid, has fully
underwritten a replacement $500 million DIP facility, and has
committed to restructure $340 million of aircraft debt
obligations held by RSA in the Company's aircraft debt
restructuring program.  These actions demonstrate confidence in
the restructuring initiatives we have successfully completed to
date and the value of a reorganized US Airways operating with a
sound business plan and competitive costs," said US Airways
President and Chief Executive Officer David Siegel.  "Having met
with RSA CEO David Bronner, I am confident of his strong
interest in our successful restructuring, and even more
importantly, of his support for the labor-friendly approach that
we are taking."

RSA has a long history of airline industry investment.  In
discussions with US Airways management, Siegel said that RSA has
indicated that its commitment to employees and customers
parallels that of US Airways.  "When we began our turnaround
efforts, key among our goals was a 'labor-friendly'
restructuring, and we remain firmly on that course as this
process moves forward.  As the Alabama agency charged with
investing and enhancing the pension funds of thousands of public
service employees in Alabama, RSA fully appreciates our approach
to protect both the pay and benefits of our employees, and to
maintain service to our network of communities," Siegel said.

Siegel noted that US Airways has made substantial progress in
its three-part restructuring plan aimed at improving liquidity,
increasing revenues, and reducing costs, to allow the Company to
take advantage of its competitive strengths and return to
profitability.  Chief among those accomplishments:

     *  Ratification of cost-saving agreements with its five
labor unions representing eight different work groups and
contracts, resulting in labor cost reductions of more than $840
million per year.

     *  Receipt of authority from the Bankruptcy Court to reject
or abandon 67 surplus aircraft to date, including 57 aircraft
retired after the September 11 attacks, and an additional 10 as
part of the announced retirement of 32 more planes.

     *  Completion of a marketing arrangement with United
Airlines, Inc., which is in the final steps of a regulatory
review by the U.S. Department of Transportation.

     *  Outstanding customer service, as measured by U.S.
Department of Transportation statistics.  US Airways finished
second in on-time performance in June, tied for first in on-time
performance in July, and recorded its best August operating
performance ever.

     *  The Company has completed more than 1,600 transatlantic
operations without a cancellation dating back to May of this
year.

The Company filed its voluntary Chapter 11 reorganization
petitions on Aug. 11, 2002 in the U.S. Bankruptcy Court for the
Eastern District of Virginia in Alexandria.  Siegel said that
the Company remains on track to file its disclosure statement
and plan of reorganization in December 2002, and continues to
target its emergence from Chapter 11 for the first quarter of
2003.

The largest air carrier east of the Mississippi where more than
60 percent of the U.S. population resides, US Airways operates
the seventh largest airline in the United States and the
fourteenth largest airline in the world with approximately
40,000 employees.  US Airways carried approximately 56 million
passengers last year with regularly scheduled service to more
than 200 destinations in 38 states across the United States and
in Canada, Mexico, the Caribbean and Europe.  Operating revenues
for the year ended Dec. 31, 2001 were approximately $8.3
billion.


US AIRWAYS: Court Permits New $500 Million DIP Loan From RSA
------------------------------------------------------------
US Airways' restructuring plan to emerge from Chapter 11
protection by early 2003 remains on track, following decisions
issued by the U.S. Bankruptcy Court to allow the Retirement
Systems of Alabama (RSA) to serve as the airline's new equity
plan sponsor and provide the $500 million financing for the
Company's debtor-in-possession (DIP) funds.

Judge Stephen S. Mitchell also approved the terms for a bidding
process in order to allow US Airways to consider higher or
otherwise better equity investment offers as part of the
airline's restructuring, pursuant to the competitive bidding
process also approved by the Bankruptcy Court.

"The RSA offer represents a premium over the original equity
investment offer from Texas Pacific Group, and we are confident
of RSA's commitment to our restructuring efforts," said David
Siegel, US Airways president and chief executive officer.  "The
court's affirmation of our plans will keep our fast-track
restructuring on schedule so that we can present a plan of
reorganization by the end of the year and emerge from Chapter 11
protection in early 2003."

Under the terms of the bidding process put in place, qualified
bidders will be able to conduct due diligence at a Company data
room and attend management presentations beginning Sept. 27, and
continuing through mid-November, allowing the company to
finalize its equity sponsor and file its Chapter 11
reorganization plan by year-end.

US Airways announced the RSA agreement, which includes an equity
investment, the DIP financing, and an agreement to restructure
$340 million of aircraft debt obligations held by RSA.  Judge
Mitchell granted interim approval of the new DIP financing
package, and allowed a $300 million draw on those funds, which
includes the payback of $75 million that has already been drawn
from the original DIP loan provided by Credit Suisse First
Boston, Texas Pacific Group and Bank of America.  The RSA-
sponsored DIP financing replaces the previous fund instrument.
Final approval of the DIP financing is set for the next omnibus
court hearing scheduled for November 7, 2002.


US AIRWAYS: Texas Pacific Allows Termination of Financing Pact
--------------------------------------------------------------
Texas Pacific Group issued a statement on US Airways Bankruptcy
Proceedings:

"Texas Pacific Group has allowed US Airways to terminate its
agreement to pursue a higher offer from the Retirement System of
Alabama. We continue to believe that Dave Siegel, the rest of
the management team, and the employees of US Airways have done
an excellent job in addressing the challenges the Company faces
in a difficult industry environment. We wish US Airways and its
employees the best of luck going forward. We will continue to
watch the Company's progress through Chapter 11 with interest."

                           *   *   *

US Airways has announced that it had accepted a commitment from
RSA for a fully underwritten $500 million DIP financing facility
on substantially the same terms as the Company's original DIP
facility originated by Credit Suisse First Boston and Bank of
America Corp., with participation from Texas Pacific Group in
connection with US Airways' voluntary Chapter 11 filing last
month. At that time, US Airways had announced a memorandum of
understanding with Texas Pacific Group for a $200 million equity
investment upon emergence from Chapter 11, which the Company
said had been consensually concluded with Texas Pacific Group in
exchange for the payment of accrued transaction expenses and
indemnification arrangements. The Company said that it had
notified the agents for its existing DIP facility that the
Company had accepted the RSA-led facility to replace the
existing financing, which was approved by the Bankruptcy Court
on an interim basis last month.


VANGUARD AIRLINES: Board Brushes Off Hooters' Bid For Assets
------------------------------------------------------------
Hooters of America, Inc. announced that the offer by Hooters
Airlines LLC to purchase the assets of bankrupt Vanguard
Airlines has been rejected by the company's board.  Bob Brooks,
Chairman of Hooters of America, Inc. stated, "I regret that the
Vanguard Board has declined our offer.  We spent over $500,000,
plus a lot of time and effort, to understand their operation and
the value of those assets.  While the physical assets have
limited value to my efforts to start a new airline, I did feel
obligated to make a bid.  I feel sure Vanguard's board is being
diligent in its efforts to salvage as much as possible for its
creditors and I certainly wish them the best of luck in their
efforts."

Brooks indicated that he is continuing to evaluate investment
alternatives in the airline industry.  "We anticipate and hope
that the Kansas City community will play a roll in our future
plans.  In the meantime, we appreciate the support we have
received from the Kansas City community in our attempts to
acquire Vanguard's assets," stated Brooks.


WARREN ELECTRIC: Files for Chapter 11 Protection in Houston, TX
---------------------------------------------------------------
Warren Electric Group filed for protection under the U.S.
Bankruptcy Code to facilitate the final actions needed to
complete its restructuring plan, which began in February 2002.
This action will allow Warren Electric to provide continuity in
serving customers by preserving access to operating capital
during the final stages of its ongoing turnaround restructuring
efforts.

"We had hoped to complete our turnaround plan to reorganize
Warren Electric without seeking temporary protection.
Unfortunately, with the economic pressures on lenders, our
current bank group has been unwilling to continue to support our
out-of-court efforts to reorganize the company," said Cheryl L.
Thompson Draper, chairman, president and chief executive officer
of Warren Electric. "We are very close to having all the
necessary pieces in place to complete our restructuring plan. We
were disappointed by the actions of our current lender, Bank of
America. We plan to be in and out of the Chapter 11 process very
quickly, as we finalize and execute our recapitalization plan."

Draper added, "Our customers, vendors and employees have been
supportive of our plan since we announced it in early spring.
They all continue to be supportive. This current action to seek
protection will actually immediately increase our ability to
service our customers by quickly providing access to new capital
even before the planned closing of our refinancing transactions
which are on schedule to be completed in the next 60 to 90
days."

Headquartered in Houston, The 83-year-old firm of Warren
Electric Group is a premier distributor of top-quality
electrical, automation, telephone and power utility products
throughout the world. Warren has more than 20 warehouse
operations in three states and four foreign countries with more
than 400 employees and 2001 sales in excess of $270 million.
Warren Electric Group is a certified Woman-Owned-and-Managed
business by Women Business Enterprise National Council and is
the largest woman-owned business in the markets it serves.


WARREN ELECTRIC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Warren Electric Group, Ltd.
        P.O. Box 67
        Houston, Texas 77001-0067

Bankruptcy Case No.: 02-21659

Chapter 11 Petition Date: September 27, 2002

Court: Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Debtor's Counsel: Harlin C Womble, Jr, Esq.
                  Jordan Hyden Womble and Culbreth
                  500 N Shoreline Boulevard
                  Suite 900
                  Corpus Christi, Texas 78471
                  361-884-5678
                  Fax : 361-888-5555

Estimated Assets: $50 to $100 Million

Estimated Debts: $50 to $100 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
3M                                                    $591,146
3M Austin Center
Building A130-4N-05
6801 River Place Blvd.
Austin, TX 78726-9000

Burndy                                                $638,021
P.O. Box 95395
IL 60695

Cooper Industries                                   $1,518,420
600 Travis Street, Suite 5800
Houston, TX 77210-4446

Cutler Hammer                                         $230,515

Enduro-Systems                                        $266,963
P.O. Box 200586
Houston, TX 77216-0586

Great-West Life & Annuity Insurance Company           $240,628

Hoffman Manufacturing                                 $783,909
2100 Hoffman Way
Anoka, MN 55303-1745

Houston Wire & Cable                                  $469,177
10201 North Loop East
Houston, TX 77029

Hubbell Lighting                                      $258,752
P.O. Box 100689
Atlanta, GA 30384-0689

Oilfield Electric Marine                              $263,761
3617 Pinemont
Houston, TX 77019

Okonite Company                                       $340,492
Hilltop Road
P.O. Box 340
Ramsey, NJ 07446

Osram Sylvania                                        $206,334

Prosoft Tech                                          $312,360
1676 Chester Avenue, 4th Floor
Bakersfield, CA 93302

Robroy Industries                                     $363,567
1100 US Hwy. 271 South
Gilmer, TX 75644

Rockwell Automation                                 $4,866,529
1201 South Second Street
Milwaukee, WI 53204

Siemens                                               $438,562
3333 Old Milton Parkway
Alpharetta, GA 30005

TJ Cope                                               $201,557

Thompson Real Estate, Ltd.                            $310,000
P.O. Box 67
Houston, TX 77001

Tyco Electronics                                      $226,767

Watson Shareholders                                   $220,000


WESTERN GAS: Fitch Affirms Sr. Sub. Notes & Preferreds at BB+/BB
----------------------------------------------------------------
Western Gas Resources, Inc.'s outstanding credit ratings have
been affirmed by Fitch Ratings as follows: senior unsecured debt
rating at 'BBB-'; senior subordinated notes at 'BB+' and
preferred stock at 'BB'. The Rating Outlook is Stable.

WGR's ratings reflect the core competencies of its natural gas
midstream operations and its growing regional natural gas
exploration and production segment. In addition, the affirmation
reflects WGR's ability to maintain credit measures consistent
with its rating despite a depressed commodity price environment.
Operationally, WGR maintains a diverse system of natural gas
processing plants and related gas gathering/transmission assets.
Processing throughput currently approximates 1.5 billion cubic
feet per day with a dedicated proved reserve base of about 2.7
trillion cubic feet. Most of WGR's producer agreements are long-
term in nature, ranging from five to 20 years, and are largely
based on percentage of proceeds contracts. WGR's gas
transportation segment, which consists of both intrastate
transmission and a small interstate pipeline system, is
generally a fee-for-service based business and continues to
provide a relatively small but predictable cash flow stream to
WGR.

WGR continues to pursue internal growth by expanding its natural
gas E&P activities in Wyoming's Powder River Basin coal bed
methane play. WGR and its joint venture partner remain a leading
acreage holder in the CBM region with 524,000 net acres. During
second-quarter 2002 (2Q'02), WGR posted average net CBM
production of 112 Mmcf/d, up 31% from 2001 levels. Net CBM
production is expected to grow to approximately 137 MMcfd by
year-end 2002. Despite record low natural gas prices in the PRB,
WGR has been able to capture higher realized prices via its 166
Mmcf/d of firm pipeline capacity into the Mid-Continent region
(as of Sept. 23, 2002, Opal, WY spot prices approximated $1.08
per MMBtu vs. Panhandle Zone postings of $3.39 per MMBtu).
Regulatory issues and permitting related to drilling on federal
lands and water discharge permits remain a challenge and could
have the potential to frustrate WGR's CBM growth aspirations.

WGR's rationalized asset base, lower operating cost structure,
improved balance sheet profile and growing CBM production have
mitigated the impact of record low natural gas prices on WGR's
credit profile. As of June 30, 2002 total debt to capitalization
approximated 44% versus a peak of 57% in 1998. In addition,
EBITDA interest coverage and total debt to EBITDA for the 12
month period ended June 30, 2002 approximated 6.2x and 2.4x,
respectively, compared with 2.4x and 6.4x in 1998. Importantly,
recent credit measures have exceeded Fitch's expectations under
various low price stress case scenarios.


WORLDCOM: Wants to Assign Service Contracts to Pentagon City
------------------------------------------------------------
Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, in New
York, notes that to the extent the contracts relating to
Pentagon City are executory contracts subject to Section 365 of
the Bankruptcy Code, the Purchase Agreement requires the
WorldCom Inc., and its debtor-affiliates to assume and assign to
TST/Pentagon City LLC, service contracts as identified on the
Agreement.

Accordingly, the Debtors seek the U.S. Bankruptcy Court for the
Southern District of New York's authority to assume and assign
to TST/Pentagon City LLC, the specified Service Contracts, or in
the event of approval of an alternative transaction, the
contracts designated by the successful bidder.

In connection with the consummation of the transactions
contemplated in the Purchase Agreement, the Debtors will cure,
to the extent legally required, prepetition defaults outstanding
under the Service Contracts.  But the Debtors do not believe any
prepetition defaults are outstanding under the Service
Contracts.

Ms. Goldstein assures the Court that TST/Pentagon City LLC is
capable of providing adequate assurance to the counter-parties
to the Service Contracts.  The parent of the Purchaser is a real
estate investment fund capitalized with over $600,000,000 in
equity, $300,000,000 of which is dedicated to fund transactions
of the type contemplated in the Purchase Agreement.  Affiliates
of TST/Pentagon City LLC have developed or acquired properties
in excess of $14,000,000,000 and currently manage and lease 35
million square feet of space worldwide, including Rockefeller
Center and the Chrysler Building in New York.  Moreover, the
proposed Auction Procedures require that any party submitting a
competing offer to purchase the Assets must demonstrate that:

-- it has the financial wherewithal and ability to consummate
   the purchase of the Assets, including, without limitation,
   evidence of adequate financing and, if appropriate, a
   financial guaranty, and

-- it can provide all non-debtor counter-parties to the Service
   Contracts to be assumed and assigned with adequate assurance
   of future performance.

Ms. Goldstein asserts that the "business judgment" standard is
clearly satisfied here.  The Service Contracts provide for
maintenance services with respect to the real property proposed
to be sold.  The Debtors believe no prepetition amounts are owed
with respect to the Service Contracts and that the proposed
assignment to Purchaser is the alternative most favorable to
their estates. (Worldcom Bankruptcy News, Issue No. 8;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Worldcom Inc.'s 6.400% bonds due 2005
(WCOM05USN1) are trading between 12.25 and 12.75 . See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOM05USN1
for real-time bond pricing.


* Buxbaum Group Teams Up with Turnaround Profs. To Form New Unit
----------------------------------------------------------------
Buxbaum Group announced that its Strategic Management business
unit has joined forces with a consortium of corporate turnaround
professionals to form an new affiliate company, Pathway
Partners, LLC.  Headquartered in Newport Beach, Ca., the new
management consulting company will specialize in the areas of
turnaround and interim management, corporate restructuring,
creditor advisory services, process improvement, and information
technology for companies in a broad range of industries.

Pathway Partners principals Gary Brookshire, Ken Leddon, Robert
Treasure and Terry Weber are all former chief executive
officers, chief operating officers and chief financial officers
with track records in revitalizing under-performing companies
and providing the leadership skills and turnaround management
techniques required for financially distressed companies to
maximize recoverable value for stakeholders. Through its
affiliation with Buxbaum Group, Pathway Partners can also tap
Buxbaum's resources in assessing a troubled company's asset
values and devising methods of maximizing asset re-deployment.

The firm will provide its services to a wide range of
stakeholders, including boards of directors, lenders, creditors,
equity sponsors, venture capitalists and other shareholders.

Including the principals, Pathway Partners' current roster of
more than 15 professionals offers extensive experience in a
diverse range of industries, including manufacturing, retail,
wholesale, distribution, healthcare, technology,
telecommunications, transportation, logistics, insurance, food
products, and food services.

"With this team of professionals, Pathway Partners has the
ability to quickly uncover the key issues in a troubled
situation," said Buxbaum Group CEO Paul Buxbaum.  "Whether it's
difficult economic conditions, poor management decisions, lack
of financial controls or a competitive change, the firm's team
will identify the problem, propose alternatives, and then walk
the client through the process to select an optimal solution."

"The Pathway Partners consulting team brings a sharp focus to a
company's management team and provides an objective, realistic
assessment of a company's situation," added Buxbaum Group COO
David Ellis.  "And if there is a need for new sources of debt or
equity capital, Pathway Partners can tap its extensive network
of contacts within the financial community."

Pathway Partners is headquartered in Newport Beach, CA.  Gary
Brookshire, Ken Leddon and other members of Pathway Partners can
be reached at (949) 833-3303.


* BOND PRICING: For the week of September 30 - October 4, 2002
--------------------------------------------------------------

Issuer                                Coupon  Maturity  Price
------                                ------  --------  -----
ABGenix Inc.                           3.500%  03/15/07    63
AES Corporation                        4.500%  08/15/05    34
AES Corporation                        8.000%  12/31/08    55
AES Corporation                        8.750%  06/15/08    59
AES Corporation                        8.875%  02/15/11    50
AES Corporation                        9.375%  09/15/10    58
AES Corporation                        9.500%  06/01/09    53
Adaptec Inc.                           3.000%  03/05/07    72
Adelphia Communications                3.250%  05/01/21     8
Adelphia Communications                6.000%  02/15/06     8
Adelphia Communications               10.875%  10/01/10    41
Advanced Energy                        5.250%  11/15/06    61
Advanced Micro Devices Inc.            4.750%  02/01/22    64
Advanstar Communications              12.000%  02/15/11    66
Aether Systems                         6.000%  03/22/05    66
Agere Systems                          6.500%  12/15/09    57
Akamai Technologies                    5.500%  07/01/07    32
Alternative Living Services (Alterra)  5.250%  12/15/02     3
Alkermes Inc.                          3.750%  02/15/07    47
Alexion Pharmaceuticals Inc.           5.750%  03/15/07    61
Amazon.com Inc.                        4.750%  02/01/09    64
Amazon.com Inc.                        4.750%  02/01/09    65
American Tower Corp.                   2.250%  10/15/09    60
American Tower Corp.                   6.250%  10/15/09    46
American Tower Corp.                   9.375%  02/01/09    62
American & Foreign Power               5.000%  03/01/30    60
Amkor Technology Inc.                  9.250%  05/01/06    74
Amkor Technology Inc.                  9.250%  02/15/08    75
AnnTaylor Stores                       0.550%  06/18/19    62
Armstrong World Industries             9.750%  04/15/08    42
AMR Corporation                        9.000%  09/15/16    74
AMR Corporation                        9.750%  08/15/21    75
AMR Corporation                        9.800%  10/01/21    75
Asarco Inc.                            8.500%  05/01/25    35
Atlas Air Inc.                         9.250%  04/15/08    51
AT&T Corp.                             6.500%  03/15/29    75
AT&T Wireless                          8.750%  03/01/31    72
Aurora Foods                           9.875%  02/15/07    61
Avaya Inc.                            11.125%  04/01/09    65
Best Buy Co. Inc.                      0.684%  06?27/21    66
Bethlehem Steel                        8.450%  03/01/05    14
Borden Inc.                            7.875%  02/15/23    60
Borden Inc.                            8.375%  04/15/16    63
Borden Inc.                            9.250%  06/15/19    69
Borden Inc.                            9.200%  03/15/21    64
Boston Celtics                         6.000%  06/30/38    65
Brocade Communication Systems          2.000%  01/01/07    69
Brocade Communication Systems          2.000%  01/01/07    69
Brooks Automatic                       4.750%  06/01/08    70
Browning-Ferris Industries Inc.        7.400%  09/15/35    73
Budget Group Inc.                      9.125%  04/01/06    17
Burlington Northern                    3.200%  01/01/45    53
Burlington Northern                    3.800%  01/01/20    74
CSC Holdings Inc.                      7.625%  07/15/18    70
CSC Holdings Inc.                      7.625%  04/01/18    74
CSC Holdings Inc.                      7.875%  02/15/18    70
CSC Holdings Inc.                      8.125%  07/15/09    74
Calpine Corp.                          4.000%  12/26/06    42
Calpine Corp.                          4.000%  12/26/06    46
Calpine Corp.                          8.500%  02/15/11    42
Capital One Financial                  7.125%  08/01/08    68
Case Corp.                             7.250%  01/15/16    72
Cell Therapeutic                       5.750%  06/15/08    43
Centennial Cell                       10.750%  12/15/08    57
Century Communications                 8.875%  01/15/07    34
Champion Enterprises                   7.625%  05/15/09    32
Charter Communications, Inc.           4.750%  06/01/06    44
Charter Communications, Inc.           5.750%  10/15/05    51
Charter Communications, Inc.           5.750%  10/15/05    51
Charter Communications Holdings        8.625%  04/01/09    64
Charter Communications Holdings        9.625%  11/15/09    65
Charter Communications Holdings       10.000%  04/01/09    56
Charter Communications Holdings       10.000%  05/15/11    62
Charter Communications Holdings       10.250%  01/15/10    55
Charter Communications Holdings       10.750%  10/01/09    70
Charter Communications Holdings       11.125%  01/15/11    72
Ciena Corporation                      3.750%  02/01/08    59
Cincinnati Bell Telephone (Broadwing)  6.300%  12/01/28    72
Cincinnati Bell Inc. (Broadwing)       7.250%  06/15/23    73
CIT Group Holdings                     5.875%  10/15/08    74
Coastal Corp.                          6.375%  02/01/09    74
Coastal Corp.                          6.500%  05/15/06    69
Coastal Corp.                          6.500%  06/01/08    73
Coastal Corp.                          6.950%  06/01/28    45
Coastal Corp.                          7.420%  02/15/37    55
Coastal Corp.                          7.500%  08/15/06    68
Coastal Corp.                          7.750%  10/15/35    53
Coeur D'Alene                          6.375%  01/31/05    73
Coeur D'Alene                          7.250%  10/31/05    70
Comcast Corp.                          2.000%  10/15/29    19
Comforce Operating                    12.000%  12/01/07    58
Commscope Inc.                         4.000%  12/15/06    74
Computer Associates                    5.000%  03/15/07    72
Conexant Systems                       4.000%  02/01/07    27
Conexant Systems                       4.250%  05/01/06    35
Conseco Inc.                           8.750%  02/09/04    11
Conseco Inc.                          10.750%  06/15/09    23
Continental Airlines                   4.500%  02/01/07    50
Continental Airlines                   7.568%  12/01/06    58
Corning Inc.                           3.500%  11/01/08    56
Corning Inc.                           6.300%  03/01/09    63
Corning Inc.                           6.750%  09/15/13    53
Corning Inc.                           6.850%  03/01/29    43
Corning Inc.                           7.000%  03/15/07    74
Corning Inc.                           8.875%  08/15/21    56
Corning Glass                          7.000%  03/15/07    74
Corning Glass                          8.875%  03/15/16    60
Cox Communications Inc.                0.348%  02/23/21    70
Cox Communications Inc.                0.348%  02/23/21    70
Cox Communications Inc.                0.426%  04/19/20    42
Cox Communications Inc.                7.750%  11/15/29    24
Critical Path                          5.750%  04/01/05    63
Critical Path                          5.750%  04/01/05    63
Crown Castle International             9.000%  05/15/11    63
Crown Castle International             9.375%  08/01/11    64
Crown Castle International             9.500%  08/01/11    64
Crown Castle International            10.750%  08/01/11    69
Crown Cork & Seal                      7.375%  12/15/26    60
Cubist Pharmacy                        5.500%  11/01/08    50
Cummins Engine                         5.650%  03/01/98    63
Dana Corp.                             7.000%  03/01/29    71
Dana Corp.                             7.000%  03/15/28    71
Delta Air Lines                        7.900%  12/15/09    73
Delta Air Lines                        8.300%  12/15/29    57
Delta Air Lines                        9.000%  05/15/16    67
Delta Air Lines                        9.250%  03/15/22    65
Delta Air Lines                        9.750%  05/15/21    68
Delta Air Lines                       10.375%  12/15/22    72
Dillard Department Store               7.000%  12/01/28    70
Dobson Communications Corp.           10.875%  07/01/10    73
Dobson/Sygnet                         12.250%  12/15/08    74
Dresser Industries                     7.600%  08/15/96    60
Dynegy Holdings Inc.                   6.875%  04/01/11    41
EOTT Energy Partner                   11.000%  10/01/09    67
Echostar Communications                4.875%  01/01/07    74
Echostar Communications                5.750%  05/15/08    73
Edison Mission                         7.330%  09/15/08    71
El Paso Corp.                          7.000%  05/15/11    67
El Paso Corp.                          7.750%  01/15/32    60
El Paso Energy                         6.750%  05/15/09    67
El Paso Energy                         8.050%  10/15/30    65
Emulex Corp.                           1.750%  02/01/07    72
Enzon Inc.                             4.500%  07/01/08    71
Equistar Chemicals                     7.550%  02/15/26    68
E*Trade Group                          6.000%  02/01/07    63
E*Trade Group                          6.750%  05/15/08    73
Extreme Networks                       3.500%  12/01/06    75
FEI Company                            5.500%  08/15/08    74
Finisar Corp.                          5.250%  10/15/08    55
Finova Group                           7.500%  11/15/09    30
Fleming Companies Inc.                10.625%  07/31/07    62
Fort James Corp.                       7.750%  11/15/23    74
Foster Wheeler                         6.750%  11/15/05    58
General Physics                        6.000%  06/30/04    52
Geo Specialty                         10.125%  08/01/08    73
Georgia-Pacific                        7.375%  12/01/25    70
Georgia-Pacific                        7.250%  06/01/28    71
Georgia-Pacific                        7.750%  11/15/29    73
Goodyear Tire                          7.000%  03/15/28    68
Gulf Mobile Ohio                       5.000%  12/01/56    63
Hanover Compress                       4.750%  03/15/08    67
Hasbro Inc.                            6.600%  07/15/28    74
Health Management Associates Inc.      0.250%  08/16/20    67
Health Management Associates Inc.      0.250%  08/16/20    67
HealthSouth Corp.                      6.875%  06/15/05    75
HealthSouth Corp.                      7.000%  06/15/08    70
HealthSouth Corp.                      7.625%  06/01/12    69
HealthSouth Corp.                     10.750%  10/01/08    65
Human Genome                           3.750%  03/15/07    64
Human Genome                           5.000%  02/01/07    70
Huntsman Polymer                      11.750%  12/01/04    67
I2 Technologies                        5.250%  12/15/06    58
ICN Pharmaceuticals Inc.               6.500%  07/15/08    66
IMC Global Inc.                        7.300%  01/15/28    74
IMC Global Inc.                        7.375%  08/01/18    70
Ikon Office                            6.750%  12/01/25    70
Ikon Office                            7.300%  11/01/27    74
Imcera Group                           7.000%  12/15/13    70
Imclone Systems                        5.500%  03/01/05    57
Inhale Therapeutic Systems Inc.        3.500%  10/17/07    40
Inland Steel Co.                       7.900%  01/15/07    57
Interpublic Group                      1.870%  06/01/06    69
JL French Auto                        11.500%  06/01/09    54
Juniper Networks                       4.750%  03/15/07    69
Kmart Corporation                      9.375%  02/01/06    20
Kulicke & Soffa Industries Inc.        5.250%  08/15/06    42
LSI Logic                              4.000%  11/01/06    75
LSP Energy LP                          8.160%  07/15/25    74
LTX Corporation                        4.250%  08/15/06    60
Lehman Brothers Holding                8.000%  11/13/03    63
Level 3 Communications                 6.000%  09/15/09    31
Level 3 Communications                 6.000%  03/15/09    32
Level 3 Communications                 9.125%  05/01/08    52
Level 3 Communications                11.000%  05/01/08    62
Liberty Media                          3.500%  01/15/31    63
Liberty Media                          3.750%  02/15/30    47
Liberty Media                          4.000%  11/15/29    51
Lucent Technologies                    5.500%  11/15/08    64
Lucent Technologies                    6.450%  03/15/29    51
Lucent Technologies                    6.500%  01/15/28    42
Lucent Technologies                    7.250%  07/15/06    47
Magellan Health                        9.000%  02/15/08    34
Mail-Well I Corp.                      8.750%  12/15/08    48
Mastec Inc.                            7.750%  02/01/08    73
Medarex Inc.                           4.500%  07/01/06    64
Mediacom Communications                5.250%  07/01/06    69
Mediacom LLC                           7.875%  02/15/11    64
Mediacom LLC                           8.500%  04/15/08    75
Mediacom LLC                           9.500%  01/15/13    68
Metris Companies                      10.125%  07/15/06    75
Mikohn Gaming                         11.875%  08/15/08    64
Mirant Corp.                           5.750%  07/15/07    47
Mirant Americas                        7.200%  10/01/08    68
Mirant Americas                        7.625%  05/01/06    56
Mirant Americas                        8.300%  05/01/11    63
Mirant Americas                        8.500%  10/01/21    55
Mirant Americas                        9.125%  05/01/31    59
Mission Energy                        13.500%  07/15/08    43
Missouri Pacific Railroad              4.750%  01/01/20    71
Missouri Pacific Railroad              4.750%  01/01/30    68
Missouri Pacific Railroad              5.000%  01/01/45    61
Motorola Inc.                          5.220%  10/01/21    54
MSX International                     11.375%  01/15/08    65
NTL (Delaware)                         5.750%  12/15/09    14
NTL Communications                     7.000%  12/15/08    14
National Vision                       12.000%  03/30/09    60
Natural Microsystems                   5.000%  10/15/05    58
Navistar Financial                     4.750%  04/01/09    75
Nextel Communications                  4.750%  07/01/07    72
Nextel Communications                  5.250%  01/15/10    65
Nextel Communications                  6.000%  06/01/11    70
Nextel Partners                       11.000%  03/15/10    70
NGC Corp.                              7.625%  10/15/26    58
Noram Energy                           6.000%  03/15/12    74
Northern Pacific Railway               3.000%  01/01/47    53
Northern Pacific Railway               3.000%  01/01/47    53
Nvidia Corp.                           4.750%  10/15/07    74
ON Semiconductor                      12.000%  05/15/08    73
ONI Systems Corporation                5.000%  10/15/05    75
OSI Pharmaceuticals                    4.000%  02/01/09    65
PG&E National Energy                  10.375%  05/16/11    36
Panamsat Corp.                         6.875%  01/15/28    71
Pegasus Satellite                     12.375%  08/01/06    49
PMC-Sierra Inc.                        3.750%  08/15/06    67
Primedia Inc.                          7.625%  04/01/08    67
Providian Financial                    3.250%  08/15/05    64
Public Service Electric & Gas          5.000%  07/01/37    74
Photronics Inc.                        4.750%  12/15/06    72
Quanta Services                        4.000%  07/01/07    49
Qwest Capital Funding                  7.000%  08/03/09    53
Qwest Capital Funding                  7.250%  02/15/11    57
Qwest Capital Funding                  7.625%  08/03/21    47
Qwest Capital Funding                  7.750%  08/15/06    62
Qwest Capital Funding                  7.900%  08/15/10    54
Qwest Communications Int'l             7.250%  11/01/06    48
RF Micro Devices                       3.750%  08/15/05    74
RF Micro Devices                       3.750%  08/15/05    74
Redback Networks                       5.000%  04/01/07    32
Rite Aid Corp.                         7.125%  01/15/07    67
Rockwell Int'l                         5.200%  01/15/98    72
Royster-Clark                         10.250%  04/01/09    70
Rural Cellular                         9.625%  05/15/08    51
Ryder System Inc.                      5.000%  02/25/21    74
SBA Communications                    10.250%  02/01/09    58
SCI Systems Inc.                       3.000%  03/15/07    59
Saks Inc.                              7.375%  02/15/19    74
Sepracor Inc.                          5.000%  02/15/07    47
Sepracor Inc.                          7.000%  12/15/05    62
Silicon Graphics                       5.250%  09/01/04    54
Skechers USA, Inc.                     4.500%  04/15/07    71
Solutia Inc.                           7.375%  10/15/27    72
Sotheby's Holdings                     6.875%  02/01/09    74
Sprint Capital Corp.                   6.000%  01/15/07    69
Sprint Capital Corp.                   6.875%  11/15/28    60
Sprint Capital Corp.                   6.900%  05/01/19    62
Sprint Capital Corp.                   8.375%  03/15/28    74
Sprint Capital Corp.                   8.750%  03/15/32    71
TCI Communications Inc.                7.125%  02/15/28    74
Tenneco Inc.                          10.000%  03/15/08    74
Tenneco Inc.                          11.625%  10/15/09    75
Tesoro Pete Corp.                      9.000%  07/01/08    65
Time Warner Enterprises                8.375%  03/15/23    74
Time Warner Inc.                       6.625%  05/15/29    75
Time Warner Inc.                       6.950%  01/15/28    73
Time Warner Telecom                    9.750%  07/15/08    54
Transwitch Corp.                       4.500%  09/12/05    59
Trenwick Capital I                     8.820%  02/01/37    74
Tribune Company                        2.000%  05/15/29    67
Triton PCS Inc.                        8.750%  11/15/11    70
Trump Atlantic                        11.250%  05/01/06    75
Turner Broadcasting                    8.375%  07/01/13    74
US Airways Passenger                   6.820%  01/30/14    72
US Airways Inc.                        7.960%  01/20/18    73
Ugly Duckling                         11.000%  04/15/07    60
United Air Lines                      10.670%  05/01/04    20
United Air Lines                      11.210%  05/01/14    28
Universal Health Services              0.426%  06/23/20    62
US Timberlands                         9.625%  11/15/07    54
US West Capital Funding                6.250%  07/15/05    63
US West Capital Funding                6.375%  07/15/08    53
US West Capital Funding                6.875%  07/15/28    67
US West Communications                 7.250%  10/15/35    69
US West Communications                 7.500%  06/15/23    71
Utilicorp United                       7.625%  11/15/09    73
Utilicorp United                       7.950%  02/01/11    75
Utilicorp United                       8.000%  03/01/23    61
Utilicorp United                       8.270%  11/15/21    63
Veeco Instrument                       4.125%  12/21/08    67
Vertex Pharmaceuticals                 5.000%  09/19/07    74
Vesta Insurance Group                  8.750%  07/15/25    73
Viropharma Inc.                        6.000%  03/01/07    35
Vitesse Semiconductor                  4.000%  03/15/05    71
Weirton Steel                         10.750%  06/01/05    66
Westpoint Stevens                      7.875%  06/15/08    26
Williams Companies                     7.125%  09/01/11    73
Williams Companies                     7.875%  09/01/21    65
Williams Holding (Delaware)            6.500%  12/01/08    66
Wind River System                      3.750%  12/15/06    69
Witco Corp.                            6.875%  02/01/26    69
Witco Corp.                            7.750%  04/01/23    74
Worldcom Inc.                          6.400%  08/15/05    12
XM Satellite Radio                     7.750%  03/01/06    41
Xerox Corp.                            0.570%  04/21/18    57
Xerox Credit                           7.200%  08/05/12    62

                          *********

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

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

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

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

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

                          *********

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

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

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

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