TCR_Public/021004.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, October 4, 2002, Vol. 6, No. 197    

                          Headlines

360NETWORKS: Court Okays Release of Kajima Construction Lien
ADELPHIA BUSINESS: Sprint Demands Prompt Payment of Bills
ADELPHIA COMMS: Committee Hires Greenhill as Financial Advisor
AGWAY: Court Gives Go Ahead to Pay Employee Wages on Schedule
AIMGLOBAL: Lender Stops Funding & Seeks Appointment of Receiver

AIR CANADA: Expects to Post Profitable 3rd Quarter Results
ALLIED WASTE: Will Release Third Quarter 2002 Results on Oct. 30
AMERICAN SKIING: Inks Pact To Resolve Debt Defaults with Textron
ANC RENTAL: Seeks to Consolidate at Chicago Midway Airport
AQUA CARE: Shares Knocked Off Nasdaq, Now Trading On OTCBB

AT&T CANADA: Bondholder Committee Withdraws Oppression Suit
AVAYA INC: Will Host 4th Quarter & Fiscal Year Webcast on Oct 23
BLUE COAT: Nasdaq Grants Continued Listing on National Market
BRITISH ENERGY: Moody's Hatchets Unsecured Debt Rating to Caa2
BUDGET GROUP: Committee Retains Brown Rudnick as Counsel

BULL RUN CORPORATION: Fails To File 10-K Reports on Time  
BURLINGTON: BI Transportation Taps Piedmont as Real Estate Agent  
CALPINE CORP: Closes Sale of British Columbia Oil & Gas Assets
CHAMPION ENTERPRISES: Q3 Conference Call Scheduled for Oct. 16
CHARTER COMMS: Moody's Reviews Ratings For Possible Downgrade

COMMUNICATION DYNAMICS: Hiring Sitrick as PR Consultants
CONSECO: Gary Wendt Steps Down as CEO as Debt Talks Proceed
CONSOLIDATED PROPERTIES: Closes $3.6MM Industrial Assets Sale
COVANTA: NY Court Moves Employees' Bar Date to November 15, 2002
CTC COMMS: Files for Chapter 11 Reorganization in Delaware

CTC COMMUNICATIONS: Case Summary & 40 Largest Unsec. Creditors
DAIRY MART: Gets Nod to Extend Co-Exclusive Period to October 18
D G JEWELRY: Dispute with ShopNBC Causes Default on Covenants
EB2B COMMERCE: Bruce Haber Discloses 6.5% Equity Stake
EL PASO CORP: Fitch Places Cedar Brakes on Rating Watch Negative

EL PASO CORPORATION: "Disappointed" Over Moody's Rating Action
ENRON CORP: Murray O'Neil, et al. Bring-In Dyer Ellis as Counsel
FEDERAL-MOGUL: Wants Honigman To Continue as Tax Appeal Counsel
FRESH CHOICE: Working Capital Deficit Tops $2 Million End of Q3
GENESIS HEALTH: Hires UBS Warburg & Goldman to Evaluate Options

GRANITE BROADCASTING: Regains Compliance for Nasdaq Listing
HAYES LEMMERZ: Douglas Switzer Wants Constructive Trust Imposed
INTRAWEST CORP: Signs Licensing Pact With Stockgroup Information
IT GROUP: Court Permits Further Use of Lenders' Cash Collateral
J2 COMMS: Majority of Shareholders Say Yes to Reincorporation

JP MORGAN: Fitch Affirms Low-Bs On Ser. 2001-C1 P-T Certificates
KMART CORP: Zions Gets Court Nod to Use Bondholders' Funds
LODGIAN: Plan Confirmation Hearing Scheduled for Oct. 29, 2002
LUMINANT WORLDWIDE: Employing BDA&K Business as Tax Consultants
MARINER: Seeks To Extend Claim Objection Deadline To February 28

MEDISOLUTION: Brascan Will Guarantee New $5 Mil. Credit Facility
MORGAN STANLEY: Fitch Gives Low-B & C Ratings to Mortgage Certs.
NANOPIERCE TECH: Independent Auditors Air Going Concern Doubts
OCEAN POWER: Inks Pact Making Oases a Wholly Owned Subsidiary
ON SEMICONDUCTOR: Applies to Transfer to Nasdaq SmallCap Market

PENNZOIL-QUAKER: Commences Tender Offers & Consent Solicitations
PEREGRINE SYSTEMS: Seeks OK to Pay Critical Vendors Up to $2 Mil
POLYONE CORPORATION: Directors Set Quarterly Dividend
POWERBRIEF: Texas Court Approves Reorganization Plan
PSINET: Trustee Obtains OK to Terminate Consulting's 401(k) Plan

RECEIVABLES STRUCTURED: Moody's Cuts 7.44% Notes' Rating to Caa1
REGENERATION TECH: BofA Agrees to Extend Forbearance Agreement
SANLUIS: Commences Tender & Exchange Offer for US$291.3MM Debt
SCIENT INC: SBI and Company Completes Acquisition of Assets
SILICON GRAPHICS: Says Oper. Plan Adequate to Meet Obligations

STEAKHOUSE PARTNERS: Expects to Complete Chapter 11 by Year-End
STERLING: Asks Court To Fix Special Nov. 13 Admin Claim Bar Date
SUNBEAM: Seeks Moves to Approve 2nd Amended Disclosure Statement
TEXFI: Trustee Brings-In Greene & Hoffman as Litigation Counsel
TRISM: Secures Extension Until November 11 to File Plan

US AIRWAYS: Committee Turns to Vorys, Sater for Legal Advice
TENNECO AUTOMOTIVE: Will Report Q3 2002 Earnings on October 22
TTR TECHNOLOGIES: Negotiating To Sell All Assets To Macrovision
VIASYSTEMS GROUP: Seeks Okay on $37.5 Mill. DIP Credit Facility
WARNACO GROUP: Negotiating For $325 Mil. Exit Financing Facility

WARREN ELECTRIC: Bankruptcy Court Allows Use of Cash Collateral
WORLDCOM: Wants to Assume & Assign EDS Outsourcing Subcontract
XO: Stroock Asks to Apply Retainer to Committee's Legal Bills

* BOOK REVIEW: The ITT Wars: An Insider's View of Hostile
               Takeovers

                          *********

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

360networks inc. sought and obtained authority from the U.S
Bankruptcy Court for the Southern District of New York to
release the Kajima lien against the real property and
improvements on the Property owned by Carrier Center LA inc.

Judge Gropper grants the relief requested under the motion to
the extent that:

   (a) the Debtors will establish and fund the Replacement
       Account of $4,000,000;

   (b) if the Purported Lien by March 1, 2003, upon written
       request by Kajima to the Debtors made anytime after March
       1, 2003, the Debtor, commencing on March 26, 2003 will
       augment the Replacement Account with monthly interest
       payments at a per annum rate equal to the rate approved
       generally for nonconsensual lien creditors under the
       First Amended Joint Plan of Reorganization for the
       Debtors; and

   (c) any interest earned on the Replacement Account will
       inure to the benefit of the Debtors and shall not be
       deemed collateral of Kajima or any Subcontractor. (360
       Bankruptcy News, Issue No. 34; Bankruptcy Creditors'
       Service, Inc., 609/392-0900)    


ADELPHIA BUSINESS: Sprint Demands Prompt Payment of Bills
---------------------------------------------------------
Sprint Communications Company L.P. and Adelphia Business
Solutions, Inc., together with its debtor-affiliates have had
repeated discussions and negotiations regarding the ABIZ
Debtors' failure to pay past due postpetition invoices.  As of
July 12, 2002, the ABIZ Debtors owed Sprint $1,098,000 for local
telephone service, and $2,564,000 for long distance telephone
service, for a total of $3,662,000.  On that date, Sprint's
bankruptcy counsel, Mark S. Carder, sent a letter by facsimile
to John B. Glicksman, the ABIZ Debtors' vice president, and Judy
G.Z. Liu, Esq., ABIZ chief bankruptcy counsel, notifying the
ABIZ Debtors of the defaults in payment.

Since July 12, Gary I. Selinger, Esq., at Salomon Green &
Ostrow, P.C., in New York, relates that the ABIZ Debtors have
continued to use Sprint's local and long distance telephone
services, and the sum of more than $3,662,000 remains completely
unpaid.

Mr. Selinger argues that the ABIZ Debtors' failure to pay
violates this Court's memorandum decision of June 25, 2002, in
which the Court ruled on the ABIZ Debtors' motion for a finding
of "adequate assurance of payment" as to various utilities.  The
Court held that while the ABIZ Debtors would not have to post
security deposits, the implementation of certain safeguards
would protect the interests of the utilities, including Sprint.  
One of the safeguards directed that the ABIZ Debtors "will be
required, as a condition to the benefits secured under this
Order, to timely pay the portion of each invoice that in good
faith is not disputed."  The ABIZ Debtors have failed to do
this.

Accordingly, Sprint asks the Court to direct the ABIZ Debtors to
make immediate payment to Sprint, by wire transfer, of all sums
presently due and owing on account of Sprint's postpetition
services. (Adelphia Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ADELPHIA COMMS: Committee Hires Greenhill as Financial Advisor
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Adelphia Communications and its debtor-affiliates seek
the U.S. Bankruptcy Court for the Southern District of New
York's authority to retain the firm of Greenhill & Co., LLC as
its financial advisors during these Chapter 11 cases effective
as of July 16, 2002, the date Greenhill began to work on behalf
of the Committee.

Adam L. Shiff, Esq., at Kasowitz Benson Torres & Friedman LLP,
in New York, informs the Court that the Committee has selected
Greenhill based on its experience and expertise in providing
financial advisory services in Chapter 11 cases, and based on
Greenhill's familiarity with the Debtors' business.  Greenhill
has become familiar with the Debtors' financial condition and
business as a result of its services for an ad hoc committee of
bondholders prior to the Petition Date.  In addition,
Greenhill's restructuring professionals have extensive
experience in advising debtors and other constituents in Chapter
11 cases and have served as financial advisors and investment
bankers to numerous debtors and creditors in restructurings
involving, among others, Bethlehem Steel Corporation, Amresco,
Regal Cinemas, Inc., United Artists Theatre Circuit, Inc.,
AmeriServe Food Distribution, Inc., US Office Products, Inc. and
Weblink Wireless, Inc.  Given Greenhill's background, expertise,
and historical performance, the Committee believes that
Greenhill is well qualified and uniquely able to provide
financial advisory services in an efficient manner.

The Committee expects Greenhill to provide financial advisory
and investment banking services including, but not limited to:

A. Reviewing and providing an analysis of the business,
   operations, properties, financial condition, business plans
   and forecasts and prospects of the Debtors;

B. Monitoring the Debtors' ongoing performance and addressing
   issues relating to management including, without limitation,
   assessing potential management candidates;

C. Evaluating the Debtors' debt capacity/capital structure in
   light of its projected cash flows;

D. Reviewing and providing an analysis of any proposed capital
   structure for the Debtors;

E. Reviewing and providing an analysis of any valuations of the
   Debtors, as a whole and by system or other business unit, on
   a going concern basis and on a liquidation basis;

F. Reviewing and providing an analysis of any proposed public or
   private placement of the debt or equity securities of the
   Debtors, or any loan or other financing -- including any
   proposed debtor-in-possession financing, cash collateral
   usage, adequate protection or exit financing;

G. Reviewing and providing an analysis of any of the Debtors'
   proposed material expenditures during its Chapter 11 case;

H. Reviewing and providing an analysis of all proposed Chapter
   11 plans proposed by any party;

I. In connection therewith, reviewing and providing an analysis
   of any new securities, other consideration or other
   inducements to be offered and issued under the Plan;

J. Assisting the Committee and participating in negotiations
   with the Debtors or any groups affected by the Plan;

K. Assisting the Committee in preparing documentation within its
   area of expertise required in connection with supporting or
   opposing a Plan;

L. Reviewing and providing an analysis of any proposed
   disposition of any material assets of the Debtors or any
   offers to purchase some or substantially all of the assets of
   the Debtors;

M. When and as requested by the Committee, rendering reports to
   the Committee as Greenhill deems appropriate under the
   circumstances including providing specific valuation or other
   financial analyses as the Committee may require in connection
   with the case;

N. Participating in hearings before the Bankruptcy Court with
   respect to the matters upon which Greenhill has provided
   advice, including, as relevant, coordinating with the
   Committee's counsel to provide testimony and reports, as
   appropriate, in connection therewith;

O. At the Committee's request, and in conjunction with the
   Debtors' advisors, identify and pursue:

   -- potential buyers of the Debtors and its systems, and

   -- potential new money investors; and

P. Providing any other financial advisory services as the
   Financial Advisor, the Committee and Committee's counsel may
   from time to time agree in writing.

Greenhill Managing Director Michael A. Kramer assures the Court
that the Firm has no connection with, and holds no interest
adverse to the Debtors, their estates, their creditors, or any
other parties-in-interest in these cases.  In addition, Mr.
Kramer asserts that, to the best of his knowledge:

-- Greenhill does not hold or represent any interest adverse to
   the Committee in the matters for which it is retained,

-- Greenhill is a "disinterested person" as that phrase is
   defined in Section 101(14) of the Bankruptcy Code, and

-- neither Greenhill nor its professionals have any connection
   with the Debtors, the creditors, or any other party-in-
   interest in this case.

Mr. Kramer explains that Greenhill has no connection with the
Debtors, their creditors or any other parties-in-interest, or
their respective attorneys, except that:

-- Greenhill performed services for an ad hoc committee of
   bondholders in this case prior to the Petition Date.  The
   members of the ad hoc committee were: Angelo Gordon & Co.,
   LLP; Appaloosa Management, LP; Capital Research; Fidelity
   Investments; Franklin Mutual Advisors, LLC; Franklin Funds;
   Oppenheimer Funds and W.R. Huff Asset Management Co., LLC;
   Alliance Capital Management.  Appaloosa Management, LP and
   W.R. Huff Asset Management Co., LLC are also members of the
   Committee;

-- Greenhill Capital Partners Fund, an affiliate of Greenhill,
   raises funds from numerous sources including two entities
   that are affiliates of parties that are indenture trustees,
   agents to certain of the Debtors' prepetition credit
   facilities and members of the syndicate thereof;

-- The United States Trust Company, an indenture trustee in the
   case, is the commercial bank for Greenhill and the private
   bank for several of Greenhill's employees;

-- Bloomberg News, a trade creditor in the case, is one of
   Greenhill's vendors; and

-- Deloitte & Touche, the Debtors' prepetition accounting firm
   and auditor, is a tax advisor to Greenhill.

Pursuant to an Engagement Letter, the Committee outlines the
proposed compensation to Greenhill:

A. A $200,000 initial financial advisory cash fee to be due and
   paid upon approval of this Application;

B. A $200,000 monthly cash fee payable on the 16th day of each
   month during the term of Greenhill's engagement starting
   August 16, 2002;

C. In the event of a Restructuring either during the term of
   Greenhill's engagement or within 18 months thereafter, a
   $3,500,000 additional fee, which will be payable on the date
   of the Restructuring;

D. In the event of a Restructuring either during the term of
   Greenhill's engagement or within 18 months thereafter, an
   additional fee will be payable either on the date of the
   Restructuring in the event that the fee is to be paid solely
   in the form of cash or, in any other case, as soon as
   practicable thereafter as determined by the Committee and
   Greenhill but not later than 25 business days after the
   Restructuring is consummated.

   In the event that the Supplemental Transaction Fee is
   payable, it will be payable to Greenhill in the same
   proportion of cash and non-cash consideration as the
   distribution the Unsecured Creditors receive on account of
   their unsecured claims, as a group, pursuant to the
   Restructuring; provided, however, that the Supplemental
   Transaction Fee will be payable entirely in cash either:
  
   -- if the Committee so elects, or

   -- if Greenhill would be subject to more stringent trading
      restrictions with regard to any non-cash instruments
      distributed pursuant to the Restructuring than any member
      of the Committee.

   The Supplemental Transaction Fee will be equal to the greater
   of $0 and:

   -- 11.25 basis points multiplied by the Unsecured Creditors'
      Recovery less,

   -- $3,500,000 less,

   -- the amount by which the aggregate Monthly Advisory Fees
      received by Greenhill exceeds $1,000,000.

   Notwithstanding the foregoing, the fair market value of the
   Supplemental Transaction Fee should not exceed either:

   -- $6,500,000 if a Restructuring is consummated prior to
      December 25, 2004 or

   -- $8,000,000 if a Restructuring is consummated on or after
      December 25, 2004; and

E. In addition to any fees that may be payable to Greenhill and
   regardless of whether any transaction occurs the Debtors will
   promptly reimburse Greenhill for all:

   -- reasonable out-of-pocket expenses including travel and
      lodging, data processing and communications charges,
      courier services and other appropriate expenditures and

   -- other reasonable fees and expenses, including expenses of
      counsel, if any.

As Greenhill's compensation will be calculated and paid based on
either the Monthly Fee or if eligible, certain transaction fees,
Mr. Kramer contends that Greenhill should not be required to
file time records in accordance with the United States Trustee
Guidelines. Instead, in its fee applications filed with the
Court, Greenhill will present descriptions of those services
provided on behalf of the Committee, the time expended in
providing those services and the individuals who provided
professional services on behalf of the Committee.  Inasmuch as
the vast majority of Greenhill's compensation is determined by
creditor recovery, the Committee submits that Greenhill's fees
should be subject to the standard of review under Section 328(a)
of the Bankruptcy Code and not subject to any other standard of
review under Section 330 of the Bankruptcy Code, provided
however, that the Office of the United States Trustee retains
the right to object to any interim or final fee application
filed by Greenhill on any ground, the Bankruptcy Rules, or any
Local Rules or Orders of the Court.

The Debtors should also indemnify Greenhill in accordance with
the indemnification provisions set forth in the Engagement
Letter.  The Committee and Greenhill believe these provisions
are customary and reasonable for this engagement, both in out-
of-court workouts and in Chapter 11 reorganizations, and are
consistent with recent indemnification provisions approved in
large cases in this District.

Mr. Kramer relates that Greenhill's engagement may be terminated
by the Committee or Greenhill at any time, upon 30 days' prior
written notice without liability provided, however, that the
termination will not affect the Debtors' continuing obligation
to indemnify Greenhill and certain related persons as provided
for in the Engagement Letter, and the Committee's and the
Debtors' continuing obligations.  If the Committee terminates
Greenhill, then Greenhill will remain entitled to any fees
accrued but not yet paid prior to the termination or expiration
and as otherwise provided for in the engagement letter.
(Adelphia Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


AGWAY: Court Gives Go Ahead to Pay Employee Wages on Schedule
-------------------------------------------------------------
Agway Inc. confirmed that the Company and certain of its
subsidiaries filed voluntary petitions for reorganization under
Chapter 11 of the U.S. Bankruptcy Code on October 1 with the
United States Bankruptcy Court for the Northern District of New
York in Utica, New York.  Agway businesses operated as usual on
Tuesday, with all Agway offices and facilities open and serving
the Company's customers throughout the Northeastern region of
United States where the majority of Agway's businesses are
located.

Agway announced that on October 1 the Court approved the
Company's request to pay all employees' wages and salaries on
the normal schedule and to maintain all medical and other
employee benefits at current levels.  The Company also said that
obligations incurred post-filing (on or after October 1) with
vendors, employees and others will be honored and satisfied in
the normal course of business going forward without the need to
obtain Court approval.

Other relief approved by the Court included:

   -- Interim approval to access $19 million cash to continue to
      conduct business as usual in all its operating businesses,
      pending a Court hearing on Friday to consider approval of
      a $125 million Debtor-in- Possession financing.

   -- Agway's request to continue its "prepay" program with     
      farmers who purchase the Company's animal feed and
      agronomy supplies, which will continue to allow customers
      to utilize their credit balances for product purchases now
      and throughout the proceeding.

   -- The Company's request to pay for purchases subject to the
      Perishable Agricultural Commodities Act (PACA).

Agway expects that the Company's operations will continue to
operate normally, including no supply chain disruption with
vendors of the operating businesses, because merchandise and
services purchased on or after the filing date will be paid in
full.

The Company continues to be committed to, and fully in support
of, all sales plans and programs.  Customers should see no
changes in the quality or availability of our products and
services.  Future orders will be serviced as they have always
been and Agway will meet all pending orders for its products.

Agway Chief Executive Officer Donald P. Cardarelli said, "One of
our top priorities was to ensure employees could continue to
receive their pay and benefits as usual, so we appreciate the
Court's swift action on that request. We plan to build on our
recent restructuring initiatives, including the sale of several
of our businesses.  The recent agreement reached with GROWMARK
to purchase Agway's Seedway and Agronomy businesses is a
positive step in the restructuring process, and we will continue
to seek an appropriate buyer for Telmark.

"I want to assure Agway's many stakeholders," Mr. Cardarelli
concluded, "that our ultimate goal is to preserve the maximum
value possible, as we work to build a stronger financial
foundation for the future of all our businesses."

As announced, Agway Feed and Nutrition, Agway Agronomy, Seedway,
Feed Commodities International (FCI), Country Best Produce, CPG
Nutrients, Agway CPG Technologies and Agway General Agency are
included in the Chapter 11 filings.  Four wholly owned Agway
Inc. subsidiaries -- Agway Energy Products LLC, Agway Energy
Services, Inc., Agway Energy Services-PA, Inc. and Telmark LLC
-- are not included in the filings.

Agway, Inc. is an agricultural cooperative owned by 69,000
Northeast farmer-members. The Cooperative is headquartered in
DeWitt, NY.  Visit Agway at http://www.agway.com


AIMGLOBAL: Lender Stops Funding & Seeks Appointment of Receiver
---------------------------------------------------------------
AimGlobal Technologies Company Inc. announced that its senior
secured lender, Valtec Capital Corporation, has informed the
Company that it will no longer provide funding to support the
Company's efforts to restructure its obligations on an informal
basis and has applied for the appointment of an interim receiver
for the Company's Aimtronics Corporation subsidiary.

As reported in previous press releases, Valtec had acquired
CIBC's senior lender position in May 2002 and then advanced
additional funds to support the Company's operations and its
efforts to restructure its obligations to other creditors on an
out-of-court basis. As also previously reported, Giga-tron
Associates Limited, one of Aimtronics' trade creditors, had
filed a motion to petition Aimtronics into bankruptcy in the
Ontario Superior Court of Justice. Giga-tron subsequently filed
a motion to appoint an interim receiver that is scheduled to be
heard on October 3, 2002. In view of the unresolved Giga-tron
action, the failure of the Company to obtain the agreement of
several of its larger creditors to the creditor compromise and
the declining cash flow of the Company, Valtec has chosen to no
longer fund the Company's efforts to restructure on an informal
basis.

The Company has been notified that Valtec plans to file its own
motion for the appointment of Richter & Partners Inc. as interim
receiver of Aimtronics in Toronto. In light of Giga-tron's
pending motions and the Company's lack of financial resources to
operate absent Valtec's support, the Board of Directors has
concluded that it will not contest Valtec's motion.

Upon the appointment of the interim receiver, the interim
receiver will be in control of the operating business of the
Company and, accordingly, the Board of Directors of the Company
has resigned. The interim receiver will martial Aimtronics'
assets and attempt to sell them at the best price, satisfy the
creditors to the fullest extent possible and distribute any
remaining proceeds to shareholders. It is highly unlikely,
however, that there would be any proceeds remaining after the
payment of creditors to distribute to shareholders.

Valtec has advised the Company that it still believes in the
viability of the Company's business as a going concern and fully
intends to bid for the assets of the Company. Valtec has also
advised the Company that it is Valtec's intention to provide the
interim receiver with sufficient funds to enable the interim
receiver to continue operating the Company as a going concern
until the sale of assets has been completed.


AIR CANADA: Expects to Post Profitable 3rd Quarter Results
----------------------------------------------------------
Air Canada entered into binding market commitments to purchase a
total of approximately CAD$142 million equivalent of its Yen
denominated perpetual debt, for a total cost of approximately
CAD$50 million, which will be funded from cash on hand. The
purchases are currently scheduled to settle on October 18, 2002.     

The company will record a gain of approximately CAD$92 million
in respect of these purchases for the third quarter ending
September 30, 2002. In addition to this exceptional gain, as
previously announced, Air Canada expects to post a profitable
third quarter when it releases results on October 25, 2002.

"The purchase of debt securities on the open market is
consistent with our previously stated strategy to improve Air
Canada's balance sheet by aggressively pursuing options
available to reduce debt load and deleverage the airline," said
Rob Peterson, Executive Vice-President and Chief Financial
Officer. "We will consider additional de-leveraging transactions
in the future depending on market opportunities," he said.

                        *   *   *

As previously reported, Standard & Poor's downgraded its senior
unsecured debt rating for Air Canada to 'B' from 'B+',
reflecting reduced asset protection for unsecured creditors and
application of revised criteria for "notching" down of such debt
ratings based on the proportion of secured debt in a company's
capital structure.

According to the report, the rating actions did not indicate a
changed estimate of default risk, but rather poorer prospects
for recovery on senior unsecured obligations if the affected
airline were to become insolvent.

DebtTraders reports that Air Canada's 10.250% bonds due 2011
(AIRC11CAN1) are trading between 50 and 56. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AIRC11CAN1
for more real-time bond pricing.    


ALLIED WASTE: Will Release Third Quarter 2002 Results on Oct. 30
----------------------------------------------------------------
Allied Waste Industries, Inc. (NYSE: AW) announced that it will
report financial results for the third quarter ended September
30, 2002 after the close of the stock market on Wednesday,
October 30, 2002.  The Company will host a conference call at
5:00 p.m. (Eastern Time) October 30th to discuss these results
with investors and analysts.

To hear a simulcast of the call over the internet, or a replay,
access the Corporate Overview page of the Allied Waste website
at http://www.alliedwaste.com. An on-line replay will be  
available 24 hours a day between 7:00 p.m. October 30, 2002 and
5:00 p.m. November 13th.  A conference call replay will be
available after 6:00 p.m. on October 30th through 5:00 p.m.  
November 6th by dialing 888-568-0340 (for domestic callers) or
402-530-7887 (for international callers).

Allied Waste Industries, Inc., is the second largest, non-
hazardous solid waste management company in the United States,
providing non-hazardous waste collection, transfer, disposal and
recycling services to approximately 10 million customers.  As of
June 30, 2002, the Company operated 342 collection companies,
169 transfer stations, 167 active landfills and 65 recycling
facilities in 39 states.

                        *   *   *   

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

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

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

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

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

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


AMERICAN SKIING: Inks Pact To Resolve Debt Defaults with Textron
----------------------------------------------------------------
American Skiing Company (OTC Bulletin Board: AESK) has signed an
agreement with Textron Financial Corporation to resolve loan
defaults under its Grand Summit Resort Properties ("GSRP")
Construction Loan Facility.  The agreement affects $42.6 million
in outstanding real estate debt.

"This agreement is a significant milestone in the restructuring
of our real estate operations," said CEO B.J. Fair.  
"Importantly, it allows us to meet our financial obligations to
the City of Steamboat Springs for agreed upon Mount Werner Rd.
and Transit Center improvements.  In addition, it positions us
to move ahead with revitalized sales initiatives that will
accelerate the sell-down of unsold quartershare inventory and
further reduce real estate debt."

The terms of the revised agreement relax mandatory principal
amortization requirements and provide added liquidity to support
ongoing sales and marketing activities of remaining quartershare
units at The Canyons Grand Summit and Steamboat Grand hotels.

GSRP is a subsidiary of American Skiing Company Resort
Properties ("ASCRP"), the real estate development subsidiary of
American Skiing Company. The Company further reported that it is
continuing negotiations with lenders to its senior secured
credit facility for ASCRP but has not yet come to an agreement
on how this facility will be restructured.  The ASCRP senior
credit facility, as previously reported, remains in default
pending completion of these negotiations.  Until the Company
makes a public announcement regarding resolution of the defaults
we refer investors to disclosures made in the Company's 10-Q
filing dated June 12, 2002, on file with the Securities and
Exchange Commission.

               About American Skiing Company

Headquartered in Park City, Utah, American Skiing Company is one
of the largest operators of alpine ski, snowboard and golf
resorts in the United States.  Its resorts include Killington
and Mount Snow in Vermont; Sunday River and Sugarloaf/USA in
Maine; Attitash Bear Peak in New Hampshire; Steamboat in
Colorado; and The Canyons in Utah.  More information is
available on the Company's Web site, http://www.peaks.com


ANC RENTAL: Seeks to Consolidate at Chicago Midway Airport
----------------------------------------------------------
To acquire significant cost savings at the Chicago Midway
Airport in Chicago, Illinois, ANC Rental Corporation and its
debtor-affiliates seek the Court's authority to:

  -- reject the Alamo Concession Agreement, the Alamo Members
     Agreement and the Avis Parking Lease, and

  -- assume and assign to ANC Rental Corporation the National
     Concession Agreement, the National Members Agreement, the
     Budget Parking Lease and the Hertz Parking Lease.

The Members Agreement, dated October 1999, was entered into by
Midway RACS LLC, National and the seven other rental car
concessionaires at the Midway Airport.  The Budget Parking
Lease and the Hertz Parking Lease are actually subleases for
parking area spaces in the garage at the Midway Airport.  The
National Concession Agreement and the National Members
Agreement permit assignment with the consent of the City and do
not prohibit dual branding.

Bonnie Glantz Fatell, Esq., at Blank Rome Comisky & McCauley
LLP, in Wilmington, Delaware, informs the Court that in
consideration for Chicago's consent to ANC's proposed
consolidation of its operations at the Midway Airport, the
Debtors will increase the Minimum Guarantee Fee under the
National Concession Agreement from $1,042,596 to $1,776,866.  
The Debtors will also increase the security deposit required
pursuant to the National Concession Agreement to $444,216.  The
Debtors, in addition, will pay any debt outstanding arising
from the Alamo Concession Agreement or the Alamo Members  
Agreement through the date of rejection.

The consolidation of the Debtors' operations at the Midway
Airport is expected to save the Debtors over $1,560,000
annually in fixed facility costs and other operational cost
savings. (ANC Rental Bankruptcy News, Issue No. 20; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


AQUA CARE: Shares Knocked Off Nasdaq, Now Trading On OTCBB
----------------------------------------------------------
Aqua Care Systems, Inc. (OTC Bulletin Board: AQCR) (ACS), an
emerging full- service water treatment equipment and solutions
company, announced that it has been delisted from the Nasdaq
SmallCap Stock Market effective with the open of business on
October 1, 2002.  The company intends to appeal the action
within 15 days, as provided for by the Nasdaq rules.  Beginning
October 1, the Company's securities trade on the OTC Bulletin
Board under the symbol AQCR.

Aqua Care Systems, Inc. ( http://www.AquaCareSystems.com),  
through its wholly owned subsidiaries, is engaged in the design,
engineering, manufacturing, assembly, marketing and distribution
of water filtration and purification products, systems and
services.  The Company was formed in 1990 and was listed on
Nasdaq in 1993, and specializes in water recycle, reuse and
energy conservation systems.  ACS primarily markets its products
and services worldwide to the following industries: food
processing; commercial laundry & textile; petrochemical,
refining & chemical; mining & natural resources; power and pulp
& paper.  ACS's customers include but are not limited to the
following companies: Proctor & Gamble, Caterpillar, Kodak,
Boeing, Anheuser Busch, BASF, Chevron and Calpine.


AT&T CANADA: Bondholder Committee Withdraws Oppression Suit
-----------------------------------------------------------
AT&T Canada Inc. (TSX: TEL.B and NASDAQ: ATTC) announced that
the bondholder plaintiffs have withdrawn their oppression
application against the company and its directors, originally
filed on May 9, 2002. The Ontario Superior Court of Justice
issued an order dismissing the application.

In connection with its court filing, Evan D. Flaschen of Bingham
McCutchen LLP, counsel to the ad hoc committee of bondholders,
stated that the plaintiffs withdrew the action in recognition of
the progress that has been achieved to date in the restructuring
discussions between the bondholder committee and the company.

AT&T Canada said that is it pleased that the plaintiff
bondholders have withdrawn this legal action and that it is a
positive indication of good faith.

"The company continues to have productive discussions with the
bondholder committee as part of our strategy to put in place a
viable capital structure and to ensure the company's future as a
strong and growing competitor," said John McLennan, Vice-
Chairman & CEO, AT&T Canada. As previously disclosed, the
ad hoc bondholder committee represents holders of 60% of AT&T
Canada's outstanding public debt of approximately $4.5 billion.

                  Costa Brava Lawsuit

In a separate and unrelated development, a U.S.-based hedge
fund, Costa Brava Partnership III LP, has written to the company
announcing their intention to file an application seeking
relief, including an injunction prohibiting the completion of
the purchase of shares of the Company not already owned by AT&T
Corp. and its affiliates by the parties designated by AT&T Corp.
(the "Deposited Shares") pursuant to the deposit receipt
agreement entered into in June 1999. Costa Brava holds US$4
million of AT&T Canada debt. It is not a member of the
bondholder group negotiating with AT&T Canada to achieve a
consensual restructuring of the company's public debt.

Commenting on the Costa Brava materials, AT&T Canada said, "We
believe this proposed application, which is based on a
fundamentally flawed understanding of the deposit receipt
agreement, is without merit. We will contest it vigorously,
expect to be in court on Friday and will seek to have the motion
for an injunction against closing the back-end dismissed prior
to the targeted October 8, 2002 date for completion of the
purchase of the Deposited Shares.

"The lawsuit by Costa Brava fails to recognize that the Deposit
Receipt Agreement is an agreement between AT&T Corp. and the
deposit receipt holders. This is completely separate from the
obligations between AT&T Canada and the bondholders of the
company.

"The completion of the back-end will make AT&T Canada stronger
and that is in the interest of all bondholders and other
stakeholders. Completion of the purchase of the company's equity
will bring approximately $240 million into the company through
the exercise of stock options and thereby improve value
available to our bondholders. We will seek the prompt dismissal
of this action and continue to pursue the constructive dialogue,
which is substantially advanced, with the bondholder
representatives."

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

DebtTraders reports that AT&T Canada Inc.'s 10.750% bonds due
2007 (ATTC07CAR1) are trading between 9 and 11. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ATTC07CAR1
for real-time bond pricing.    


AVAYA INC: Will Host 4th Quarter & Fiscal Year Webcast on Oct 23
----------------------------------------------------------------    
Avaya Inc. (NYSE: AV), a leading global provider of
communications networks to businesses, invited investors and
others to listen to its quarterly earnings conference call to be
broadcast live over the Internet on Wednesday, October 23, 2002,
at 5:00 p.m. EDT.

To access the webcast, log onto Avaya's Web site at
http://www.avaya.com/investors/. The webcast will be available  
in our archives after the call at the same web address.

You also may listen to a replay of the conference call beginning
at 9:00 p.m. EDT on October 23 through October 30 by dialing
800-642-1687 within the United States and 706-645-9291 outside
the United States.  The replay access code is 5908811.
    
Avaya Inc. designs, builds and manages communications networks
for more than one million businesses around the world, including
90 percent of the Fortune(R) 500. Avaya is a world leader in
secure and reliable Internet Protocol (IP) telephony systems,
communications software applications and services.  The company
is driving the convergence of voice and data applications across
IT networks, enabling businesses large and small to leverage
existing and new networks to enhance value, improve productivity
and gain competitive advantage.  For more information visit the
Avaya Web site: http://www.avaya.com

                        *   *   *

As previously reported in the September 6, 2002 edition of the
Troubled Company Reporter, Standard & Poor's Ratings Services
lowered its corporate credit rating on enterprise communications
equipment and services provider Avaya Inc., to double-'B'-minus
from double-'B'-plus, lowered its senior secured debt rating to
single-'B'-plus from double-'B'-minus, and lowered its senior
unsecured debt rating to single-'B' from double-'B'-minus. At
the same time, Standard & Poor's removed the ratings from
CreditWatch, where they were placed on July 31, 2002. The
outlook is negative.

DebtTraders reports that Avaya Inc.'s 11.125% bonds due 2009
(AV09USR1) are trading between 62 and 64. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AV09USR1for  
real-time bond pricing.    


BLUE COAT: Nasdaq Grants Continued Listing on National Market
-------------------------------------------------------------
Blue Coat Systems, Inc. (Nasdaq: BCSI), (Nasdaq: BCSID)
announced that a Nasdaq Listing Qualifications Panel has
determined to continue the listing of the Company's securities
on the Nasdaq National Market and to close the hearing file.  
The Company had appeared before the Panel on September 19, 2002
to appeal Nasdaq's prior determination to delist the Company's
securities from the Nasdaq National Market based on the
Company's failure to meet the $1.00 per share minimum closing
bid price requirement. Following the Company's reverse stock
split on September 16, 2002 at a ratio of one-for-five shares,
Blue Coat Systems complied with the $1.00 minimum closing bid
price requirement for the 10 consecutive trading days ended
September 27, 2002.

                  About Blue Coat Systems

Blue Coat Systems, a Web security company, has developed the
industry's first port 80 security appliance.  Safeguarding many
of the world's largest corporate networks, this high-performance
security appliance intelligently protects against Web-based
threats by policing port 80 -- the primary hole in the
enterprise security infrastructure.  Headquartered in Sunnyvale,
California, Blue Coat Systems can be reached at (408) 220-2200
or at http://www.bluecoat.com


BRITISH ENERGY: Moody's Hatchets Unsecured Debt Rating to Caa2
--------------------------------------------------------------
The unsecured debt ratings of British Energy was downgraded by
Moody's Investors Service, from B2 to Caa1. The Investors
Service also assigned its B2 Senior Implied Rating to the
company.

Ratings are on review for possible downgrade.

The rating downgrade was made following the UK Government's GBP
410 million loan to the company, and increasing it to GBP 650
million. At the same time, Moody's believes that uncertainties
remain regarding the company's alternatives -- to restructure or
to proceed into administration.

British Energy is the largest electricity generator in the UK.
The company is also a partner in the Amergen joint venture in
the US and owns 82.4% of the Bruce Power nuclear plants in
Canada.  


BUDGET GROUP: Committee Retains Brown Rudnick as Counsel
--------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Budget Group Inc. and its debtor-affiliates sought and
obtained the U.S. Bankruptcy Court for the District of
Delaware's authority to retain Brown Rudnick Berlack Israels LLP
as counsel nunc pro tunc to August 8, 2002.

The professional services Brown Rudnick will provide to the
Committee includes:

A. Assisting and advising the Committee in its discussions with
   the Debtors and other parties in interest regarding the
   overall administration of these cases;

B. Representing the Committee at hearings to be held before this
   Court and communicating with the Committee regarding matters
   heard and the issues raised as well as the decisions and
   consideration of this Court;

C. Assisting and advising the Committee in its examination and
   analysis of the conduct of the Debtors' affairs;

D. Reviewing and analyzing pleadings, orders, schedules, and
   other documents filed and to be filed with this Court by
   interested parties in these cases, advising the Committee as
   to the necessity, propriety, and impact of the foregoing upon
   these cases; and consenting or objecting to pleadings or
   orders on behalf of the Committee, as appropriate;

E. Assisting the Committee in preparing applications, motions,
   memoranda, proposed orders, and other pleadings as may be
   required in support of positions taken by the Committee,
   including all trial preparation as may be necessary;

F. Conferring with the professionals retained by the Debtors and
   other parties in interest, as well as with any other
   professionals selected and employed by the Committee;

G. Coordinating the receipt and dissemination of information
   prepared by and received from the Debtors' professionals, as
   well as any information as may be received from professionals
   engaged by the Committee or other parties in interest in
   these cases;

H. Participating in examinations of the Debtors and other
   witnesses as may be necessary in order to analyze and
   determine, among other things, the Debtors' assets and
   financial condition, whether the Debtors have made any
   avoidable transfers or property, or whether causes of action
   exist on behalf of the Debtors' estates;

I. Negotiating and formulating a plan of reorganization for the
   Debtors or other restructuring or sale of the Debtors'
   businesses; and

J. Assisting the Committee generally in performing any other
   services as may be desirable or required for the discharge of
   the Committee's duties pursuant to Section 1103 of the
   Bankruptcy Code.

Aside from reimbursement of reasonable out-of-pocket expenses,
Brown Rudnick will be compensated for its services rendered
based on the hourly rates of these professionals:

             Edward S. Weisfelner - $525
             Peter J. Antoszyk    - $445
             Harold J. Marcus     - $425

Other Brown Rudnick attorneys or paraprofessionals will, from
time to time, provide legal services on behalf of the Committee.
The prevailing hourly rates of these professionals, subject to
periodic adjustments, are:

             Attorneys            -  $120 to $600
             Paraprofessionals    -   $80 to $200
(Budget Group Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., 609/392-0900)    

DebtTraders reports that Budget Group Inc.'s 6.850% bonds due
2007 (BD07USR1) are trading between 17 and 22. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BD07USR1for  
more real-time bond pricing.    


BULL RUN CORPORATION: Fails To File 10-K Reports on Time  
--------------------------------------------------------
Bull Run Corporation is unable to file its financial statements
for the year ended June 30, 2002 with the SEC within the
prescribed time period.

On September 26, 2002, Host Communications, Inc., the Company's
wholly owned subsidiary, and CBS Sports, a division of CBS
Broadcasting, Inc., restructured their agreement to administer
corporate sponsorship sales, media and marketing activities for
National Collegiate Athletic Association championships. The
Company, its Audit Committee and its independent auditors are
currently determining the financial statement impact of the
changes to the agreement, and its impact, if any, on the
Company's consolidated financial statements as of and for the
year ended June 30, 2002. The Company anticipates filing its
Form 10-K financials for the year ended June 30, 2002 on or
before Monday, October 14, 2002.

                          *   *   *

As previously reported, on September 13, 2002, Bull Run
Corporation and its lenders amended the Company's bank credit
facility in order to, among other things, change the facility's
maturity date from September 13, 2002 to October 15, 2002. The
Company has agreed to terms proposed by its lenders for an
additional extension of the credit facility to September 30,
2003. The lenders are in the process of preparing documents for
an amended and restated credit agreement with a view to
executing the agreement prior to October 15, 2002.

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


BURLINGTON: BI Transportation Taps Piedmont as Real Estate Agent  
----------------------------------------------------------------
In connection with its efforts to sell the Gaston Terminal,
Debtor B.I. Transportation Inc. sought and obtained approval
from the U.S. Bankruptcy Court for the District of Delaware to
employ Piedmont Properties of the Carolinas Inc. as its real
estate agent and broker, nunc pro tunc to December 12, 2001.
B.I. Transportation intends to retain Piedmont in accordance
with the Ordinary Course Professionals Order.

Piedmont agrees to:

     (i) advertise the Gaston Terminal through promotional and
         marketing activities;

    (ii) distribute standard brokerage flyers; and

   (iii) contact potential purchasers or lessors of the Gaston
         Terminal regarding a potential sale.

An Agent would be entitled only to a Broker's Fee in the event
that that Agent's customer was the ultimate purchaser of the
Gaston Terminal.  Hence, Piedmont is entitled to a $90,030
Broker's Fee upon the Closing of the Gaston Terminal Sale, which
occurred on July 23, 2002, since USF Dugan, Inc., the ultimate
purchaser of the Gaston Terminal, was its customer.

Piedmont currently holds $50,000 of the Broker's Fee in an
escrow account.  Richards, Layton & Finger holds the remaining
$40,030 in an escrow account pending the Court's approval of the
distribution of the Broker's Fee. (Burlington Bankruptcy News,
Issue No. 19; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


CALPINE CORP: Closes Sale of British Columbia Oil & Gas Assets
--------------------------------------------------------------    
Calpine Corporation (NYSE: CPN) completed the previously
announced sale of substantially all of its British Columbia oil
and gas properties to Calgary, Alberta-based Pengrowth
Corporation (Pengrowth) (TSX: PGF-U), administrator of Pengrowth
Energy Trust, for approximately US$243.7 million.  Of the total
consideration, which exceeds book value, Calpine received a
US$155.3 million cash payment from Pengrowth; the remaining
US$88.4 million was paid from the purchase in the open market
and tendering of Calpine debt securities by Pengrowth.

"This asset sale provides Calpine an excellent opportunity to
improve our balance sheet.  With the acquisition of our
securities, we will reduce our debt outstanding by $197.4
million, record a gain approximately $111.1 million and lower
our annual interest expense on these securities by approximately
$16.6 million," stated Calpine's CFO and Executive Vice  
President Bob Kelly.

The cost of $88.4 million to Pengrowth to acquire the securities
included a market cost of $82.9 million, accrued interest of
$4.5 million and fees of $1 million.  The face value of the
securities purchased and tendered to Calpine was $197.4 million
and consisted of the following securities:
    
     -- $17.25 million         7-7/8% Senior Notes Due 2008
     -- $90.15 million         8-1/2% Senior Notes Due 2008
     -- $14.09 million         7-3/4% Senior Notes Due 2009
     -- $17.50 million         8-5/8% Senior Notes Due 2010
     -- $58.50 million         8-1/2% Senior Notes Due 2011
    
Based in San Jose, Calif., Calpine Corporation is an independent
power company that is dedicated to providing customers with
clean, efficient, natural gas-fired power generation.  It
generates and markets power through plants it develops, owns and
operates in 23 states in the United States, three provinces in
Canada and in the United Kingdom.  Calpine also is the world's
largest producer of renewable geothermal energy, and it owns
approximately 1.0 trillion cubic feet equivalent of proved
natural gas reserves in Canada and the United States.  The
company was founded in 1984 and is publicly traded on the New
York Stock Exchange under the symbol CPN.  For more information
about Calpine, visit its website at http://www.calpine.com

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

DebtTraders reports that Calpine Corp.'s 8.750% bonds due 2007
(CPN07USN1) are trading between 41 and 43. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CPN07USN1for  
more real-time bond pricing.    


CHAMPION ENTERPRISES: Q3 Conference Call Scheduled for Oct. 16
--------------------------------------------------------------   
A telephone conference call to discuss results for the third
quarter ended September 28, 2002 of Champion Enterprises, Inc.
(NYSE: CHB) will be held on:

    Date: Wednesday, October 16, 2002

    Time: 11:00 a.m. Eastern

    Toll-free call-in number: (888) 482-0024

    Participant pass code: 785426

Participants in the call will be Chairman, President and CEO,
Walter R. Young; Chief Financial Officer, Anthony S. Cleberg;
Chief Operating Officer, Philip C. Surles; President, Retail
Operations, Mark Cole; President, HomePride Finance, Abdul
Rajput; Vice President and Controller, Richard P. Hevelhorst;
and Treasurer, Steven H. Benrubi.

Please call a few minutes before the scheduled start time so the
conference call may begin promptly.  Champion requests that each
participant ask only one question at a time to allow as many
participants as possible to be heard.  The call may also be
heard live via the investor and media section of the company's
Web site, http://www.championhomes.net

A replay of the conference call will be available about one hour
after the call concludes through midnight on Wednesday, October
23, and on the Web site. The telephone replay number is (888)
286-8010, pass code 61476.

                       *     *     *

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

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

             Ratings Placed On CreditWatch Negative

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


CHARTER COMMS: Moody's Reviews Ratings For Possible Downgrade
-------------------------------------------------------------  
Moody's Investors Service placed the ratings for St. Louis,
Missouri-based Charter Communications Inc.-- a leading domestic
cable operator with about 6.7 million subscribers-- and its
subsidiaries under review for possible downgrade. Affected
security classes and ratings are:

Charter Communications Inc.

   * Senior Debt - B3
   * Shelf Registration - (P)B3 Senior, (P)Caa1 Subordinated,
                          (P)Caa2 Preferred
   * Senior Unsecured Issuer Rating - B3
   * Senior Implied Rating - Ba3

Charter Communications Holdings, LLC

   * Senior Debt - B2

Charter Communications Operating, LLC

   * Senior Secured Bank Debt - Ba3

CC VIII Operating, LLC

   * Senior Secured Bank Debt - Ba3

Falcon Cable Communications, LLC

   * Senior Secured Bank Debt - Ba3

CC VI Operating, LLC

   * Senior Secured Bank Debt - Ba3

CC V Holdings, LLC (formerly Avalon Cable LLC)

   * Senior Unsecured Debt - B2

Renaissance Media Group LLC

   * Senior Unsecured Debt - B2

Approximately $22 billion of debt securities are affected.

Moody's concerned about the company's very high consolidated
financial leverage, still large capital investment needs, and
recent evidence that cash flow growth may be slowing to levels
that preclude the ability of management to achieve its targeted
financial profile in accordance with expectations.

Accordingly, Moody's review will focus on management plans to
address the company's high subscriber losses, mitigate further
margin erosion, and resume higher absolute operating cash flow
generation and corresponding growth.


COMMUNICATION DYNAMICS: Hiring Sitrick as PR Consultants
--------------------------------------------------------
Communication Dynamics, Inc., and its debtor-affiliates ask for
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ and retain Sitrick and Company, Inc., as
their corporate communications consultants.

Sitrick specializes in addressing sensitive business situations
including that required communications strategies targeted to a
variety of constituencies.  Sitrick has substantial experience
providing corporate communications services to large
corporations in connection with both in and out of court
restructurings.

The Debtors submit that the retention of a corporate
communications consultant is justifiable and necessary to enable
them to maintain their current customers as well as to preserve
their reputation.

The Debtors need Sitrick to:

  a) develop and implement communications programs and relates
     strategies and initiatives for communications with the
     Debtors' key constituencies regarding the Debtors'
     operations and financial performance and the Debtors'
     progress through the chapter 11 process;

  b) develop public relations initiatives for the Debtors to
     maintain public confidence and internal morale during these
     cases;

  c) prepare press releases and other public statements for the
     Debtors, including statements relating to major chapter 11
     events;

  d) prepare other forms of communication to the Debtors' key
     constituencies and the media, potentially including
     materials to be posted on the Debtors' web sites; and

  e) perform such other communications consulting services as
     may be requested by the Debtors.

Sitrick will bill for services at its customary hourly rates:

          Michael Sitrick     $595 per hour
          Ann Julsen          $475 per hour
          Jeff Lloyd          $450 per hour
          Brenda Adrian       $395 per hour
          Anita Marie Hill    $365 per hour
          Steven Goldberg     $335 per hour
          Terry Fahn          $235 per hour
          Maya Pagoda         $225 per hour
          Dana Coleman        $205 per hour
          Joe Bunning         $195 per hour
          Nancy Peck          $150 per hour
          Romelia Martinez    $150 per hour
          Sheri Sitrick       $150 per hour
     
Communication Dynamics, Inc., together with its Debtor and non-
Debtor affiliates, is one of the largest multinational suppliers
of infrastructure equipment to the broadband communications
industry. The Debtors filed for chapter 11 protection on
September 23, 2002.  Jeffrey M. Schlerf, Esq., at The Bayard
Firm represents the Debtors in their restructuring efforts.  
When the Company filed for protection from its creditors, it
listed more than $100 million both in estimated assets and
debts.


CONSECO: Gary Wendt Steps Down as CEO as Debt Talks Proceed
-----------------------------------------------------------
Chairman & CEO, Gary Wendt, will step down as CEO for Conseco,
Inc., the Company announced yesterday afternoon.  Mr. Wendt will
remain as Chairman of the Board of Directors.  President and
Chief Operating Officer Bill Shea will continue to chair the
management-level restructuring committee appointed by the board.  

Conseco calls the senior-level shuffling "part of a natural
evolution," adding, "Our day to day operations are in the hands
of strong, capable leaders.  Our management team, and in
particular our business unit leaders, are doing an exemplary
job.  We have great confidence in them to keep the ship on
course."  

"Discussions between Conseco, Inc. and its constituents continue
toward what Conseco hopes to be a consensual restructuring," the
Company confirmed yesterday.  

In mid-September, Conseco obtained a temporary waiver from its
senior lenders of certain cross-default provisions under the
Company's credit agreement, and received an extension of the
temporary waiver previously granted by its senior lenders with
respect to the Company's non-compliance with its 0.400:1.0 debt
to capitalization ratio covenant as of June 30, 2002, as well as
a limited waiver of potential non-compliance of a 0.375:1.0 debt
to capitalization ratio covenant as of September 30, 2002.  The
Company also obtained temporary waivers of certain cross-default
provisions and covenant defaults from the lenders under the D&O
loans with respect to the Company's guarantees of those loans.   

All of these  waivers are scheduled to expire on October 17,
2002, are subject to various conditions and may be revoked at
any time by a majority in interest of the lenders (on a facility
by facility basis).

In addition, Conseco Finance obtained a temporary waiver of a
cross default provision from the one lender whose financing
agreement contains a cross default to events of default under
the Company's bond debt. The Company's finance and insurance
subsidiaries are not borrowers under the Company's senior credit
agreement or indentures, and the Company's insurance
subsidiaries are not party to any indebtedness that would be
subject to any cross-default provisions with respect to defaults
under the Company's debt.

Conseco, Inc., has already initiated discussions with an ad-hoc
committee of  holders of public notes issued by the company.  

The ad-hoc committee has engaged:

    * Fried, Frank, Harris, Shriver & Jacobson as legal advisor,
      and

    * Houlihan Lokey Howard & Zukin as financial advisor.

Conseco has hired:

    * Kirkland & Ellis as its legal advisors; and

    * Lazard Freres & Co. as its financial advisors.

On September 8, 2002, a 30-day grace period expired and much of
the Company's bond-related debt is in default.  The rating
agencies have junked scores of Conseco-related credit ratings.


CONSOLIDATED PROPERTIES: Closes $3.6MM Industrial Assets Sale
-------------------------------------------------------------
R. Scott Hutcheson, President of Consolidated Properties Ltd.
announced that the company has closed on the previously
announced agreement to dispose of two Winnipeg based industrial
assets for net proceeds of $3,625,000.

Mr. Hutcheson stated - "This disposition confirms our commitment
to the repositioning of our real estate portfolio to that of
office property."

Consolidated Properties Ltd. (TSX: COP) is a publicly traded,
real estate company whose common shares are listed on the
Toronto Stock Exchange.

                        *   *   *

As previously reported, the company announced that first half
results to June 30, 2002 reflects the impact of additional asset
sales, following the Company's strategic plan, and a slight
increase in cash flow for the period compared to the prior year.

R. Scott Hutcheson, President and CEO, states, "We're disposing
of previously designated non-strategic assets in order to bring
focus to our asset base. Second quarter property sales resulted
in the disposition of our last residential property and our exit
from both Ontario and Saskatchewan. This marks significant
progress towards intensifying our focus on downtown office
properties."

The improvement in second quarter operating cash flow from $0.94
million in 2001 to $1.06 million for the same period in 2002
reflects the move to a more streamlined asset base and a more
efficient revenue base.


COVANTA: NY Court Moves Employees' Bar Date to November 15, 2002
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the application of Covanta Energy Corporation and its
debtor-affiliates to extend the Bar Date for current and former
employees to file proofs of claim -- with respect to prepetition
wages, salaries, commissions, vacation pay, severance pay, sick
leave pay or benefits -- until November 15, 2002 at 4:00 p.m.,
prevailing Eastern Time. (Covanta Bankruptcy News, Issue No. 14;
Bankruptcy Creditors' Service, Inc., 609/392-0900)    


CTC COMMS: Files for Chapter 11 Reorganization in Delaware
----------------------------------------------------------
CTC Communications Group, Inc., (OTCBB: CPTL) and its main
operating subsidiary, CTC Communications Corporation announced a
voluntary Chapter 11 filing in the United States Bankruptcy
Court for the District of Delaware. The filing allows CTC to
operate in the normal fashion under court protection while it
reorganizes its business and continues discussions with its
major creditors and other parties in interest on the terms of a
comprehensive restructuring.

Concurrently with developing a stand-alone plan of
reorganization, CTC is continuing its discussions with certain
of its existing institutional investors and other parties toward
potential investments of new capital or a sale of the Company.

CTC also announced that it has reached an agreement with its
secured lending group to enable CTC to utilize its cash to fund
operations during the Chapter 11 case, and CTC believes that it
has sufficient cash to pay its obligations throughout the
reorganization process. The Company anticipates that it will
complete its restructuring and emerge from Chapter 11 as
expeditiously as possible, during the first half of 2003.

The filings by the Company state that, as of July 31, 2002, on a
consolidated basis, the Company had assets of approximately $307
million and liabilities of approximately $394 million. The
Company's assets consist primarily of its telecommunications
networks, including its Cisco Powered IP+ATM packet network (the
CTC PowerPath(R) Network), and its telecommunications, data
center and web hosting customers. The Company's liabilities of
$394 million include primarily borrowings under its $225 million
secured revolving credit agreement from a syndicate of banks and
other lenders, capital lease obligations of $104 million, and
unsecured trade liabilities to telecommunications providers and
others.

CTC's filing was precipitated by the overall deterioration in
the telecommunications market, coupled with the inability of
competitive telecommunications service providers like CTC to
access the financial markets to fund growth and expansion
capital.

"[Thurs]day's Chapter 11 filing enables CTC to restructure its
debt and other financial obligations of the business," commented
Michael Katzenstein, recently appointed interim CEO of CTC and a
Principal of the restructuring and crisis management firm CXO,
L.L.C. "We will continue operating and supporting our customers,
and have on hand the cash and other resources that we believe
will be sufficient to take us through the Chapter 11 process."

Richard Santagati, Chairman of the Company's Board of Directors,
said, "The Chapter 11 reorganization process allows CTC to
preserve the value of its business and continue providing first-
class service to its customers. We believe we have embarked on a
course of action that will benefit our customers, suppliers,
creditors, and employees."

CTC also reported that as part of its comprehensive
restructuring process it had this week eliminated over 300
positions throughout the Company and that it had initiated the
process of consolidating operations into 14 branches. "These
actions make CTC financially stronger and more self-sufficient.
They improve CTC's ability to continue to offer its full range
of telecommunications services and to provide excellent and
responsive service to customers" Katzenstein said.

In addition to the retention of CXO, the Company has retained
the investment banking firm of Miller, Buckfire Lewis & Co.,
L.L.C. to assist in capital markets activities, and the law
firms of Jones, Day, Reavis & Pogue in New York and Young,
Conaway, Stargatt & Taylor in Delaware.

CTC is a "next generation" Integrated Communications Carrier
utilizing advanced technology and providing its customers with
converged voice, data, Internet and video services on a
broadband, packet-based network, called the PowerPath(R)
Network. The Company serves medium and larger business customers
from Virginia to Maine, which includes the most robust
telecommunications region in the world--the Washington D.C., to
Boston corridor. CTC's Cisco Powered IP+ATM packet network and
its top-tier sales and service teams provide contiguous
marketing and technology coverage throughout the Northeast and
Mid-Atlantic States. The Company, through its dedicated
commitment to exceptional customer service, has achieved an
industry-leading market share in the Northeast. CTC can be found
on the worldwide web at http://www.ctcnet.com


CTC COMMUNICATIONS: Case Summary & 40 Largest Unsec. Creditors
--------------------------------------------------------------
Lead Debtor: CTC Communications Group, Inc.
             220 Bear Hill Road
             Waltham, Massachusetts 02451

Bankruptcy Case No.: 02-12873

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     CTC Communications Corp.                   02-12875

Type of Business: The company is a source provider of voice,
                  data, and Internet Communications services to
                  medium and larger sized business customers.

Chapter 11 Petition Date: October 3, 2002

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtors' Counsel: Pauline K. Morgan, Esq.
                  Young, Conaway, Stargatt & Taylor
                  The Brandywine Bldg.
                  1000 West Street, 17th Floor
                  PO Box 391
                  Wilmington, DE 19899-0391
                  302 571-6600
                  Fax : 302-571-1253

Total Assets: $306,857,985

Total Debts: $394,059,938

Debtor's 40 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Cisco Systems Capital      Capital Lease           $57,932,343
Corp.                      Obligation
PO Box 60000
San Francisco, CA 94160
Russell Sutter
170 Tasman Drive
Mailstop, LINC 1/2
San Jose, CA 95134
Tel: 408-526-4000
Fax: 408-526-4100

Verizon                    Trade Debt              $51,440,691    
PO Box 15124
Albany, NY 12212-5124

CCA Financial, Inc.        Capital Lease            $9,458,897
PO Box 25549                Obligation
Richmond, Virginia 73278
John Kessinger
7275 Glen Forest Drive
Suite 100
PO Box 17190
Richmond, VA 23226
Tel: 804-285-5507
Fax: 804-285-0551

GATX Technology Services   Capital Lease            $7,642,848    
Corp.                      Obligation
Diana Nieves
2502 N. Rocky Point Drive
Suite 960
Tampa, FL 33607
Tel: 813-289-7074

Fleet Business Credit      Capital Lease           $55,897,694
Corp.
Angie White
One South Wacker Drive
Chicago, IL 60606
Tel: 312-853-1470

Heller EMX, Inc.           Capital Lease            $3,573,077
PO Box 25549                Obligation
Richmond, Virginia 23278

Relational Funding Corp.
John Polster
3701 Algonquin Road
Suite 600
Rolling Meadows, IL 60008
Tel: 847-818-1700x2232
Fax: 847-385-6562

Metromedia Fiber Network,  Capital Lease            $2,630,961
Inc.                       Obligation
Roger Duran
1 North Lexington Avenue
4th Floor
White Plains, NY 10601
Tel: 914-683-8125
Fax: 914-421-7688

De Lage Landen Financial   Capital Lease            $2,508,646
PO Box 41601                Obligation
Philadelphia, PA 19101-1601
Susan Sobezak
1111 Old Eagle School Road
PO Box 6608
Wayne, PA 19087
Tel: 800-736-02220

NEES Communications, Inc.  Capital Lease            $2,192,305
25 Research Drive           Obligation
Westboro, MA 01582
Tel: 508-389-2568
Fax: 508-389-3001

SNET                       Trade Debt               $2,108,974
PO Box 1861
New Haven, CT 06508-0901
Tel: 800-648-3920

Global Crossing            Trade Debt               $1,737,164
Melissa Tate
PO Box 641420
Cincinnati, Ohio 45264-1420
Tel: 1-800-783-6920x7526

Relational Funding Corp.   Capital Lease            $1,674,870
1355 LaSalle Dept. 4318
Chicago, IL 60674-4318
John Polster
3701 Alginquin Road
Suite 600
Rolling Meadows, IL 60008
Tel: 847-818-1700x2232
Fax: 847-385-6562

Williams Comms. LLC        Trade Debt               $1,428,248
21864 Network Place
Chicago, IL 60673-1218
Tel: 888-465-9516

Comm-Tract Corp.           Trade Debt               $1,200,976
Charlie Goulding           Related Party  
360 Second Avenue, Suite 3
Waltham, MA 02451
Tel: 781-466-1377
Fax: 781-890-0150

Concorde Group, Ltd.       Trade Debt                 $914,214
PO Box 31723
Hartford, CT 06150
Krista Wolfe
753 Forest Street
Marlborough, MA 01752
Tel: 508-804-0400
Fax: 508-840-0500

Marcap Corporation         Capital Lease              $816,667
PO Box 6197                 Obligation
Chicago, IL 60680-6197
Michael Paralink
20 North Wacker Drive
Suite 2150
Chicago, IL 60606

Fibertech Networks         Trade debt                 $752,970
140 Allens Creek Road
Rochester, New York 14618
Tel: 716-697-5100
Fax: 716-442-8845

Sprint                     Trade Debt                 $646,593
Dave McClure
PO Box 200188
Dallas, Texas 75230-0188
Tel: 800-800-8966x7204
Fax: 800-326-8774

Penn Telecom               Trade Debt                 $560,246
2710 Rochester Road,
Suite 1
Cranberry Twp, PA 16066
Tel: 877-778-9550

Telcordia Technologies     Trade Debt                 $551,289
Todd Copen
Church Street Station
PO Box 6334
New York, NY 10249
Tel: 973-829-2818

Information Leasing Corp.  Capital Lease              $551,289       
Christopher Kelley
1023 West Eight Street
Cincinnati, OH 45203
Tel: 513-763-3643
Fax: 513-977-8746

MCI WorldCom Comms., Inc.  Trade Debt                 $364,219
PO Box 905236
Charlotte, NC 28290-5236
Tel: 888-858-9228

Presidential Bank, FSB     Capital Lease              $364,219
4520 East-West Highway
Bethesda, MD 20814-3415

Regular Integrated Comms., Trade Debt                 $314,810
Inc.
860 Latour Court
Napa, VA 20190

Intermedia Communications  Trade Debt                 $314,810
PO Box 91538
Orlando, Florida 32891-5238
Tel: 800-250-9999

MFS Telecom, Inc.          Trade Debt                 $312,103       
PO Box 790351
St. Louis, Missouri
63179-0351
Tel: 888-858-9228

Blue Cross and Blue        Capital Lease              $308,687
Shield of Mass.
PO Box 4701
Wobum, MA 01888-4701
Tel: 617-246-5841

EETIA OSS Solutions        Capital Lease               $312,103
360 Lisgar Street
Chawa, ON K2P 2EA Canada

Level 3 Comms              Trade Debt                 $285,737
Dept. 182
Denver, CO 80291-0182
Tel: 877-453-8353
Fax: 877-553-8353

Switch and Data            Trade Debt                 $285,737
Facilities
1715 N. West Shore Blvd.
Suite 605
Tampa, FL 33607
Tel: 815-281-2831
Fax: 813-281-0340

Computer Sales Int'l.,     Capital Lease              $272,064
Inc.                       Obligation
Jeffrey Rousseau
9990 Old Olive Street Road,
Suite 101
St. Louis, MO 63141
Tel: 314-997-7010
Fax: 314-997-7844

Dell Financial Services    Capital Lease Obligation   $255,541   
PO Box 99355
Chicago, IL 60693
Gayle Williams
One Dell Way
Round Rock, TX 78682
Tel: 800-234-9999
Fax: 312-357-9001

TKO Finance                Capital Lease Obligation   $255,541
Timothy Clark
300 North LaSalle Street
Suite 4030
Chicago, IL 60602
Tel: 312-357-9000
Fax: 312-357-9001

RCC Atlantic Long          Trade Debt                 $245,215
Distances

Neon Optica, Inc.          Trade Debt                 $232,440

IBM                        Capital Lease Obligation   $227,300

Walker & Associates, Inc.  Trade Debt                 $172,406

EMC Corporation            Trade Debt                 $171,796

Mitel Capital Corp.        Capital Lease Obligation   $146,077

Constant Technologies, Inc. Trade Debt                $123,327


DAIRY MART: Gets Nod to Extend Co-Exclusive Period to October 18
----------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Southern District
of New York, Dairy Mart Convenience Stores, Inc. and its debtor-
affiliates obtained an extension of their co-exclusive periods
with the Official Committee of Unsecured Creditors.  The Court
gives the Debtors and the Committee, until October 18, 2002, the
exclusive right to file a plan of reorganization and until
December 20, 2002, to solicit acceptances of that Plan from
creditors.

Dairy Mart Convenience Stores, Inc., filed for chapter 11
protection on September 24, 2001. Dennis F. Dunne, Esq., at
Milbank, Tweed, Hadley & McCloy LLP represents the Debtors. When
the Company filed for protection from its creditors, it listed
debts and assets of over $100 million.


D G JEWELRY: Dispute with ShopNBC Causes Default on Covenants
-------------------------------------------------------------
D G Jewelry, Inc. was incorporated in Ontario, Canada on October
18, 1979. The company is principally engaged in the production
and selling of jewelry in Canada and the United States of
America.

The Company entered into a contract with a key television
retailer. The term of that contract is one of several issues in
dispute with that retailer. The Company has notified that
retailer that it has breached materially its obligations to the
Company. The two parties failed to mediate their issues
and are currently embroiled in litigation. As a result, the
Company's revenues, accounts receivable and inventories have
been materially adversely affected. As a result, the Company's
relationship with its bankers has been adversely affected as has
the valuation of accounts receivable and inventories. In
addition, the Company's revenues have been significantly
affected. The Company is in discussion with its bankers about
what steps the Company and/or its bankers might be required to
take given the above noted write-offs of assets and such
discussions may result in jeopardizing the Company's ability to
continue as a going concern.

Revenues for the six months ended June 30, 2002 were
approximately $10 million, or approximately a 43.8% decrease
from the six months ended June 30, 2001 revenues of
approximately $17.9 million. Expected orders from ShopNBC have
failed to materialize in the quantities expected and has
resulted in litigation between the two parties.

Gross profit for the six months ended June 30, 2002 decreased by
approximately $7.6 million, or approximately 128%, to a loss of
approximately $1.7 million, as compared to approximately $12.0
million gross profit for the six months ended June 30, 2001.
Gross profit for the six months ended June 30, 2002 was a
negative 16.72% as compared to a positive of 33.24% for the same
period in the previous year. This decrease in the gross profit
is primarily due to large write-downs of inventory necessitated
by the rupture in the relationship with ShopNBC.

The company experienced a net loss for the six months ended June
30, 2002 of $11,687,970 as compared to net income of $828,615
for the six months ended June 30, 2001.

D G Jewelry currently has an operating line of credit with The
Bank of Nova Scotia in the amount of approximately $18 million
subject to certain margin requirements. As at June 30, 2002, the
Company's bank indebtedness, net of cash, amounted to
$17,830,284. The amount available to the Company is equal to 75%
of "eligible accounts receivable", as defined in the Line of
Credit Agreement, plus 50% of the inventory values up to a
maximum advance against inventory of approximately $8.9 million.
The Company utilized the credit line to borrow the $5.8 million
and $4.3 million necessary for the acquisitions of Diamonair and
Aviv, respectively.

The Company's borrowings under the line of credit bear interest
at Canadian prime plus 3/4% which at June 30, 2002 amounted to
5.25% interest on any borrowings payable monthly.

The Company's obligations under the revolving credit are secured
by a security interest on all of its assets, guaranteed by
Diamante, Pegasus, Florida and by Lilly's, jewelry retail chains
owned by Mr. Berkovits' daughter, and by Michigan, a jewelry
retail operation owned by Mr. Berkovits' son-in-law, and are
further secured by a mortgage on the property owned by a limited
partnership controlled by Jack Berkovits and leased to the
Company, which mortgage the Company has guaranteed.

D G Jewelry's lenders perform an annual review of their
facility, provided to the Company. This review is usually
finalized by mid-summer and the Company is at that time provided
a renewal commitment with whatever covenants and conditions are
mutually agreed upon. At September 25, 2002, the Company has
not yet received a renewal for the 2002-2003 period. On
September 23, 2002 the Company was notified by its bankers that
it was in default of some of its covenants and, given the
ShopNBC situation, it was considering its options. Should the
bankers fail to provide a renewal or were they to provide a
renewal with conditions more stringent than the current
facility, the Company would find it difficult, if not
impossible, to operate successfully. In anticipation of such a
development, D G Jewelry is continually exploring alternate
lending and financing facilities but cannot be assured of
success in that regard in the short term, should it become
necessary to replace its bankers.

At June 30, 2002, the Company had loans outstanding from its
principal shareholder, Jack Berkovits, of approximately $1.86
million, which bear interest at 12% per annum.


EB2B COMMERCE: Bruce Haber Discloses 6.5% Equity Stake
------------------------------------------------------
Mr. Bruce J. Haber used his own personal funds to purchase a 7%
senior subordinated secured convertible note in the principal
amount of $5,729, which Note is convertible immediately into
56,725 shares of common stock of eB2B Commerce at the rate of
$0.101 per share. Such funds had previously been placed in
escrow with the Company in July 2002.

Mr. Haber beneficially owns 134,476 shares of the common stock
of eB2B Commerce which represents 6.5%; less than 1% on a fully
diluted basis, giving effect to all shares of common stock
underlying derivative securities issued by the Company (i.e.
convertible notes, convertible preferred stock, warrants and
options).

Mr. Haber has the sole power to vote or to direct the vote of,
and to dispose or to direct the disposition of the 134,476
shares held.  He is the owner of the Note presently convertible
into 56,725 shares of common stock, a 7% senior subordinated
secured convertible note in the principal amount of $7,292,
which note is presently convertible into 72,195 shares of common
stock, and options to purchase 816,667 shares of common stock of
the Company. Of such Options, (i) 16,667 are exercisable at
$3.45 per share, of which 1/3 (5,556 shares) are exercisable
immediately and an additional 1/3 of which shall vest on each of
July 3, 2003 and 2004; and (ii) 800,000 are exercisable at $0.11
per share, of which 1/2 (400,000 shares) are exercisable
immediately and the remaining 1/2 of which shall vest on June
27, 2003, provided, however, this option for 800,000 shares
shall not vest at all until the Company shall obtain shareholder
approval of a proposal to increase the number of shares
available for issuance under the Company's 2000 Stock Option
Plan, as amended (and the Company has indicated Shareholder
Approval will not be obtained within sixty days from the date of
Mr. Haber's filing his Amendment No. 1 with the SEC). For
purposes of this report, only those shares subject to Options
exercisable within 60 days have been included in calculating Mr.
Haber's beneficial ownership of the issued and outstanding
shares of common stock of the Company. All transactions
disclosed herein have been adjusted to reflect the 1:15 reverse
stock split of the Company's common stock effective January 10,
2002.

                          *   *   *

As previously reported, eB2B Commerce, Inc. (NASDAQ: EBTB),
announced that effective August 27, 2002 that its common stock
was delisted from Nasdaq.

After receiving communications from Nasdaq as to deficiencies
that would have to be cured, and in view of the improbability of
curing such deficiencies and due to the significant amount due
to Nasdaq, the Company determined that the significant expense
of maintaining its Nasdaq listing would not be appropriate.


EL PASO CORP: Fitch Places Cedar Brakes on Rating Watch Negative
----------------------------------------------------------------
Fitch Ratings has placed the 'BBB' ratings on Cedar Brakes I LLC
$310.6 million senior secured bonds and Cedar Brakes II LLC
$431.4 million senior secured bonds on Rating Watch Negative.
This action is due to the uncertain resolution of the Federal
Energy Regulatory Commission (FERC) proposed ruling against
subsidiaries of El Paso Corporation regarding natural gas supply
to California.

The Cedar Brakes transactions are part of El Paso's Qualifying
Facility restructuring program. Cedar Brakes I and II purchase
energy from El Paso Merchant Energy under long term supply
contracts. Although Cedar Brakes I and II are bankruptcy-remote,
indirect subsidiaries of El Paso, their ratings are constrained
by El Paso's senior unsecured rating due to El Paso's guarantee
of Merchant Energy's performance under the supply contracts.

FERC will issue a final ruling that could absolve El Paso of
wrongdoing, or assign penalties of uncertain, though potentially
substantial, amounts; the timing of that ruling is uncertain.
When the final ruling is issued, Fitch will assess the impact of
the ruling on El Paso's senior unsecured obligations and, in
turn, the credit quality of Cedar Brakes I and II.

DebtTraders reports El Paso Corp.'s 7.000% bonds due 2011
(EP11USR1) are trading between 65 and 68. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=EP11USR1for  
more bond pricing.    


EL PASO CORPORATION: "Disappointed" Over Moody's Rating Action
--------------------------------------------------------------
El Paso Corporation (NYSE: EP) responded to Moody's Investors
Service's announcement to maintain El Paso's investment grade
credit rating while reducing the company's senior unsecured debt
rating to Baa3.

El Paso is disappointed that Moody's rating action appears to be
influenced by the market uncertainty created by the recent
proposed decision by a Federal Energy Regulatory Commission
Administrative Law Judge.  El Paso believes that this decision
is fundamentally flawed and will be overturned.

El Paso has made significant progress in strengthening its
financial profile and creditworthiness.  In the past 10 months,
the company has issued $2.5 billion of equity securities,
completed or announced $2.5 billion of asset sales, eliminated
$4 billion of rating triggers and implemented a $300-million
cost reduction program.  The company continues to pursue
additional asset sales as discussed during our second quarter
earnings conference call on August 8, 2002.

El Paso's core assets continue to perform as planned and provide
a predictable and stable source of cash flow.  The company is
confident that its continued focus on liquidity management, a
solid balance sheet, and ongoing asset sales will further
strengthen its financial position.

The company's liquidity position remains strong, as set forth in
the following table, which has been updated as of September 30,
2002.


  Sources                                          ($ billions)
      Available cash                                      $1.3
      364-day bank facility                                3.0
      Multi-year bank facility                             1.0
        Subtotal sources                                  $5.3

    Uses
      Commercial paper outstanding                       ($0.3)
      Letters of credit under bank facility               (0.5)
        Subtotal uses                                    ($0.8)

    Net available liquidity                               $4.5

El Paso Corporation is the leading provider of natural gas
services and the largest pipeline company in North America.  The
company has leading positions in natural gas production,
gathering and processing, and transmission, as well as liquefied
natural gas transport and receiving, petroleum logistics, power
generation, and merchant energy services.  El Paso Corporation,
rich in assets and fully integrated across the natural gas value
chain, is committed to developing new supplies and technologies
to deliver energy.  For more information, visit
http://www.elpaso.com

                         *   *   *

On October 2, 2002, Moody's Investors Service downgraded the
debt ratings of El Paso Corporation (EP) and its subsidiaries.
The ratings are under review for possible further downgrade.

Rating actions are:

               El Paso Corporation

* Senior unsecured debt from Baa2 to Baa3,

* Bank credit facility from Baa2 to Baa3,

* Subordinated Debt from Baa3 to Ba1,

* Senior unsecured shelf from (P)Baa2 to (P)Baa3,

* Subordinate shelf from (P)Baa3 to (P)Ba1,

* Preferred shelf from (P)Ba1 to (P)Ba2,

* Commercial paper from Prime-2 to Prime-3;


               El Paso CGP Company

* Senior secured from Baa1 to Baa2,

* Senior unsecured from Baa2 to Baa3,

* Subordinated from Baa3 to Ba1;


               ANR Pipeline Company

* Senior unsecured from Baa1 to Baa2,

* Long-term issuer rating from Baa1 to Baa2;


            Colorado Interstate Gas Company

* Senior unsecured from Baa1 to Baa2,

* Long-term issuer rating from Baa1 to Baa2;


              Coastal Finance I

* Preferred stock from Baa3 to Ba1;


            El Paso Natural Gas Company

* Senior unsecured from Baa1 to Baa2,

* Long-term issuer rating from Baa1 to Baa2,

* Commercial paper from Prime-2 to Prime-3;


           El Paso Tennessee Pipeline Co.

* Senior unsecured from Baa2 to Baa3,

* Preferred stock from Ba1 to Ba2,

* Senior unsecured shelf from (P)Baa2 to (P)Baa3,

* Preferred shelf from (P)Ba1 to (P)Ba2;

              Tennessee Gas Pipeline Company

* Senior unsecured from Baa1 to Baa2,

* Commercial paper from Prime-2 to Prime-3;

             Southern Natural Gas Company
  
* Senior unsecured from Baa1 to Baa2;

             El Paso Energy Capital Trust I

* Preferred stock from Baa3 to Ba1;

                El Paso Capital Trust II

* Preferred shelf from (P)Baa2/(P)Baa3 to (P)Baa3/(P)Ba1;

               El Paso Capital Trust III

* Preferred shelf from (P)Baa2/(P)Baa3 to (P)Baa3/(P)Ba1;
   
                 Limestone Electron Trust

* Senior unsecured guaranteed notes from Baa2 to Baa3;

              Gemstone Investor Limited

* Senior unsecured guaranteed notes from Baa2 to Baa3.


ENRON CORP: Murray O'Neil, et al. Bring-In Dyer Ellis as Counsel
----------------------------------------------------------------
Murray O'Neil, Peter Keavey, Valarie Sabo and Heather Dunton
seek the U.S. Bankruptcy Court for the Southern District of New
York's authority to retain Dyer Ellis & Joseph PC as their
counsel in connection with the government's investigations
relating to Enron Corporation's and their employee benefit
plans, nunc pro tunc to July 1, 2002.

Edward M. Barberic, Esq., at Dyer Ellis & Joseph PC, in
Washington, D.C., relates that various entities, including the
Securities and Exchange Commission, the U.S. Commodity Futures
Trading Commission, the Federal Energy Regulatory Commission,
the Federal Bureau of Investigation, the Department of Justice,
the Department of Labor, Congressional committees, the States of
California, Oregon and Washington, among others, have initiated
investigations into the events causing and leading up to the
Debtors' filing for Chapter 11 protection.

In this connection, the Debtors previously presented testimony
to the Court that the cooperation, assistance and provision of
information by their present and former employees in connection
with the Investigation is:

   -- critical to the timely completion of the Investigations,
      which will foster the Debtors' reorganization efforts; and

   -- serve the Debtors and the public's interest in full
      disclosure.

The Debtors also believe that the employees require
representation by counsel in order to facilitate their
cooperation with the Investigations while assuring their legal
rights are fully protected.

On March 29, 2002, Mr. Barberic recalls, the Court authorized
the retention of Swidler Berlin Shereff Friedman LLP as Special
Employees' Counsel.  However, Swidler is unable to represent the
Applicants and recommends that they retain separate counsel.
Thus, the Applicants sought the representation of Jane F.
Barrett, Esq., a shareholder in Dyer.

As retainer, Mr. Barberic tells Judge Gonzalez, Dyer will serve
as counsel for the Applicants in all matters for which legal
counsel is required in connection with the ongoing
Investigations.  However, Mr. Barberic clarifies, Dyer will not
represent any Applicant who is or becomes the target of an
Investigation.  Dyer has advised the Applicants that the Debtors
will pay for the representation so long as they are simply
witnesses in the Investigations.

In addition, Mr. Barberic continues, although Dyer is being
retained by the Debtors, the attorney-client relationship will
be between Dyer and the Applicants.

As counsel, Mr. Barberic informs the Court, Dyer will bill the
Debtors based on these hourly rates, subject to change:

   Partners               $275 - 450
   Counsel                 250 - 335
   Associates              145 - 240
   Legal Assistants         90 - 125
   Staff                    35 - 140

Dyer will also request for reimbursement of out-of-pocket
expenses, including photocopying, telephone and telecopier, toll
and other charges, travel expenses, working meals, computerized
research, transcription costs and non-ordinary overhead expenses
like secretarial and other overtime.

Mr. Barberic assures the Court that neither Dyer nor its
professionals hold or represent an interest adverse to the
Debtors or the estate with respect to the matters on which it is
to be retained, except that certain attorneys may hold, a
relatively insignificant number of shares of common or preferred
stock of the Enron Corp. (Enron Bankruptcy News, Issue No. 44;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


FEDERAL-MOGUL: Wants Honigman To Continue as Tax Appeal Counsel
---------------------------------------------------------------
Before the Company filed for chapter 11 protection, Honigman
Miller Schwartz and Cohn LLP represented Federal-Mogul
Corporation with respect to a tax assessment appeal of the
taxable value for a certain property located in Southfield,
Michigan.  The Debtors want Honigman Miller to continue its
representation.

According to James O'Neill, Esq., at Pachulski Stang Ziehl Young
& Jones P.C., in Wilmington, Delaware, the Debtors also asked
Honigman Miller to represent them in another tax appeal in the
City of Milan.  It also is possible that Debtors may request
Honigman Miller to render additional services, Mr. O'Neill says.

In consideration of its services in connection with the Tax
Appeals, the Debtors and Honigman Miller have agreed that the
firm will be paid in accordance with its standard hourly rates,
with a minimum fee equal to 8% of the total tax savings for the
tax year.  Honigman Miller's hourly rates for calendar year 2002
vary from $135 for legal assistants to $450 for partners.

Michael B. Shapiro, a partner of Honigman Miller, assures the
Court that his firm does not hold or represent any adverse
interests with respect to the Debtors.  Mr. Shapiro,
nonetheless, lists the parties-in-interest that his firm has
served or is currently serving in matters unrelated to the
Debtors' cases:

A. Lenders: The Chase Manhattan Bank; J.P. Morgan Securities;

B. Creditors Holding 20 Largest Unsecured Claims: Bank of New
   York; National City Bank of Indiana; Leggett & Platt
   Incorporated; General Electric Company;

C. Official Committee Of Unsecured Creditors: Teachers Insurance
   and Annuity Association of America; US Bank Trust National
   Association; Cummins Inc.; Leggett & Platt Aluminum Group;

D. Largest Equity Holders: J.P. Morgan Investment Management;
   Barclays Global Investors; Smith Barney Asset Management;
   Mellon Bank; MFS Investment Management; LaSalle Bank; Lehman
   Brothers Holdings; American Express Financial Advisors;
   Morgan Stanley Dean Witter; Hewlett Packard Company; Bank of
   America Investment Management; Dreyfus Corporation;
   Prudential Securities Inc.; IBM; Allstate Insurance Company;

E. Third Parties For Distribution To Equity Holders: Bank of New
   York; State Street Bank & Trust Co.; and

F. Other Parties: Sidley Austin Brown & Wood; Pachulski, Stang,
   Ziehl, Young & Jones P.C.

Honigman Miller also represents General Motors and its
affiliates and Rand Construction with respect to their
relationship with Debtors.  But Honigman Miller has the consent
of Debtors to continue that representation regardless of whether
it is directly adverse to or involves litigation against
Debtors.

The Debtors seek the Court's authority to retain Honigman Miller
to represent them in the pending tax appeals. (Federal-Mogul
Bankruptcy News, Issue No. 24; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


FRESH CHOICE: Working Capital Deficit Tops $2 Million End of Q3
---------------------------------------------------------------
Fresh Choice, Inc. (Nasdaq:SALD) reported net income of $646,000
or $0.09 per diluted share, for the third quarter of 2002. This
is a decrease of 38.1% compared to net income of $1,043,000 or
$0.15 per diluted share, for the third quarter of 2001.

Year-to-date (the first 36 weeks of 2002), the Company reported
net income of $1,233,000 or $0.17 per diluted share. This is a
decrease of 39.3% compared to net income of $2,032,000 or $0.29
per diluted share, for the first 36 weeks of 2001.

Net income was down for the quarter and year primarily due to:
(i) continued soft comparable-store sales, (ii) restaurant
opening costs associated with our new store development program,
which increased $155,000 and $236,000 versus the prior year
third quarter and first 36-weeks respectively and (iii) a
provision for income taxes of $81,000 in the third quarter, an
increase of $48,000 versus the year ago period, resulting from
new California legislation that defers the use of our California
net operating losses for two years.

Sales of $18.7 million for the third quarter were up $0.4
million or 2.2% compared to the third quarter last year. Sales,
year-to-date, were $53.7 million, down $0.4 million or 0.8%,
compared with sales of $54.1 million in 2001.

Comparable-store sales declined 1.9% for the third quarter and
3.6% for the first 36 weeks. Comparable-store guest counts
decreased 1.9% and 4.0%, in the quarter and first 36 weeks
respectively. The comparable-store sales and guest count
declines result primarily from the continued weak economic
environment in our core markets.

The comparable-store average check was $7.58 in the third
quarter, approximately flat with the prior year, and $7.57 year-
to-date, an increase of 0.4% versus the first 36 weeks of 2001.

Sales for both the third quarter and year-to-date reflect an
increase in the number of restaurants. The Company had an
average of 51.7 and 51.4 restaurants operating in the third
quarter and first 36 weeks of 2002, respectively, versus 49.0
and 48.9 in the respective comparable prior year periods.

As of September 8, 2002, the company's liquidity is strained
with total current liabilities of $8,052,000 exceeding total
current assets of $6,013,000.

Everett (Jeff) Jefferson, president and chief executive officer,
said, "The financial results for the third quarter and first 36
weeks reflect the continued weak economic environment in our
core markets. While the financial results are disappointing, we
continue to be pleased with our management of restaurant
operating and general and administrative expenses.

"We remain confident that our restaurants are operating with a
high level of guest service, that we are managing costs
effectively, and that our advertising is communicating the
strengths of Fresh Choice. However, it is now apparent that the
current weak economic environment is going to continue longer
than originally expected. We do expect comparable-store sales
trends to improve in the fourth quarter as we compare sales to a
weak year-ago quarter, where sales were severely impacted by the
events of September 11," said Mr. Jefferson.

"Despite the weak environment, the Company is continuing its
expansion adding two new Fresh Choice restaurants in the third
quarter. This brings to three the number of restaurants opened
to date in fiscal 2002. The Company expects to open another
three restaurants during the remainder of the fourth quarter and
another two early in 2003. In addition, the Company expects to
open at least one additional restaurant later in 2003.

"During the third quarter we introduced a line of eleven new
made-to-order oven-toasted sandwiches into our Fresh Choice
Express and dual branded Express and Starbucks licensed retail
locations. In addition, we launched a new tossed-to-order salad
program into the Trammell Crow Express/Starbucks licensed retail
location. At this time we plan only limited expansion of the
dual branded Express and Starbucks concept in office buildings
that meet our criteria in the Dallas-Fort Worth market," said
Mr. Jefferson.

Fresh Choice, Inc. operates 49 restaurants under the Fresh
Choice and Zoopa brand names in California (40), the state of
Washington (4) and Texas (5). The Company's Fresh Choice and
Zoopa restaurants offer customers an extensive selection of high
quality, freshly-prepared traditional and specialty salads, hot
pasta dishes, pizza, soups, bakery goods and desserts in a self-
service format. In addition, the Company operates one Fresh
Choice Express restaurant, two dual branded Fresh Choice Express
and Starbucks retail stores and one stand-alone licensed
Starbucks retail store in Texas.


GENESIS HEALTH: Hires UBS Warburg & Goldman to Evaluate Options
---------------------------------------------------------------
Genesis Health Ventures announced that the Company has retained
UBS Warburg LLC and Goldman Sachs & Co. to assist in exploring
certain strategic business alternatives, including, but not
limited to, the potential sale or spin-off of the Company's
ElderCare assets.

"Consistent with our previously stated strategic objectives, we
are considering these alternatives in order to maximize
shareholder value while maintaining our focus on growing
NeighborCare, our institutional pharmacy business," stated
Robert H. Fish, interim Chief Executive Officer of Genesis
Health Ventures, Inc.  "While we will evaluate such
alternatives, there can be no assurance that any transaction
will be completed."

Genesis Health Ventures (GHVI) provides healthcare services to
America's elders through a network of NeighborCare pharmacies
and Genesis ElderCare skilled nursing and assisted living
facilities.  Other Genesis healthcare services include
rehabilitation and hospitality services, group purchasing,
consulting and facility management.

Visit its Web site at http://www.ghv.com


GRANITE BROADCASTING: Regains Compliance for Nasdaq Listing
-----------------------------------------------------------
Granite Broadcasting Corporation (Nasdaq: GBTVK) announced that
it has received notification from NASDAQ that the Company is in
compliance for continued listing on the NASDAQ SmallCap Market.

As reported in the September 19, 2002 issue of the Troubled
Company Reporter, Granite Broadcasting has received a letter
from Nasdaq stating that its nonvoting common stock did
not comply with the $35 million market capitalization
requirement for continued listing on the Nasdaq SmallCap Market.
In order for Granite's common stock to continue to be listed on
the Nasdaq SmallCap Market, the market value of the common stock
must be $35 million or more for a minimum of ten consecutive
business days on or before October 9, 2002, and the Nasdaq Staff
must determine that Granite is in compliance with the rule. If
compliance cannot be demonstrated by October 9, 2002, the Nasdaq
Staff will provide written notification that the common stock
will be delisted and Granite will have the opportunity to
request a hearing before the Nasdaq Listing Qualification panel.

Granite Broadcasting Corporation (Nasdaq: GBTVK) operates eight
television stations in geographically diverse markets reaching
over 6% of the nation's television households. Three stations
are affiliated with the NBC Television Network (NBC), two with
the ABC Television Network (ABC), one with the CBS Television
Network (CBS), and two with the Warner Brothers Television
Network (WB).  The NBC affiliates are KSEE-TV, Fresno-Visalia,
California, WEEK-TV, Peoria-Bloomington, Illinois, and KBJR-TV,
Duluth, Minnesota and Superior, Wisconsin.  The ABC affiliates
are WKBW-TV, Buffalo, New York, and WPTA-TV, Fort Wayne,
Indiana. The CBS affiliate is WTVH-TV, Syracuse, New York.  The
WB affiliates are KBWB-TV, San Francisco-Oakland-San Jose,
California, and WDWB-TV, Detroit, Michigan.


HAYES LEMMERZ: Douglas Switzer Wants Constructive Trust Imposed
---------------------------------------------------------------
Douglas V. Switzer is a creditor of Hayes Lemmerz International,
Inc. and its debtor-affiliates, having properly filed a proof of
claim for $1,061,949.72 prior to the claims bar date.  John D.
Demmy, Esq., at Stevens & Lee P.C., in Wilmington, Delaware,
relates that Mr. Switzer is a Participant in a Supplemental
Executive Retirement Plan dated October 16, 1990, established by
Motor Wheel.

In July 1996, the Debtors merged with Motor Wheel, which
resulted in:

-- the Debtors being the surviving entity and, consequently,
   assuming the financial obligations of Motor Wheel, including
   its obligations to Participants under the SERP; or

-- the creation of a new corporation named Hayes Wheel
   International, Inc., which became a wholly owned subsidiary
   of the Debtors.

In late 1996, Mr. Switzer retired and began receiving monthly
payments of $5,932.68 under the SERP beginning December 1996.
Under the terms of the SERP, Mr. Switzer was scheduled to
receive these monthly payments through November 2016.

                       Sun Life Annuity

Mr. Demmy believes that the SERP had purchased an annuity
contract from Sun Life of Canada to be used as one source to
fund monthly payments due to Mr. Switzer under the SERP.  The
Debtors purchased this annuity under Mr. Switzer's social
security number.  By letter dated December 5, 2001, the Debtors
advised Mr. Switzer that, because of its recent Chapter 11
filing, the monthly payments due to him under the SERP had been
discontinued and that he had received his final SERP monthly
payment on December 1, 2001.

Mr. Demmy relates that the Sun Life Annuity is no longer in
existence.  On September 6, 2002, the Debtors -- for the first
time -- informed Mr. Switzer that the Debtors have "cashed out
the Sun Life Annuity" and had "utilized the proceeds of the Sun
Life Annuity to purchase life insurance contracts, as [Debtors]
had determined to fund its SERP obligations through life
insurance rather than the Sun Life Annuity."

The Debtors' unilateral decision to convert the Sun Life Annuity
to as-yet unidentified "life insurance contracts" without
obtaining Mr. Switzer's consent violated Mr. Switzer's rights in
the Sun Life Annuity and constituted inequitable conduct by
Debtors.

                       Alumnitech Annuity

Pursuant to the terms of a certain letter agreement dated
January 6, 1989, Mr. Switzer was appointed by Motor Wheel as
President of Asahi Motor Wheel Corporation, which was a joint
venture involving Motor Wheel and others.

Under the Letter Agreement, Mr. Switzer's time and service
devoted as President of Alumnitech was to be treated as credited
service for Motor Wheel's employee benefit plans and programs.
Mr. Switzer's understanding of this provision was that, upon
termination of his appointment as President of Alumnitech,
whatever service he had accumulated with Alumnitech would be
treated as credited service under Motor Wheel's defined benefit
pension plan.

Mr. Demmy informs the Court that Mr. Switzer served as President
of Alumnitech for a period of 7 years and 8 months.  At the
conclusion of the Term of Service, the Debtors advised Mr.
Switzer that, rather than incorporate the Alumnitech service
into Debtors' defined benefit plan, the Debtors would purchase
an annuity to provide a supplemental pension for Mr. Switzer in
an amount equal to the additional pension he would have received
under the Motor Wheel defined benefit plan.  Notwithstanding
Debtors' promise, the Debtors failed to purchase this annuity
and merely added the Term of Service to the SERP.  As a
consequence, the Debtors, without Mr. Switzer's consent,
unilaterally converted what would have been an annuitized
supplemental pension benefit payable to Mr. Switzer into an
unsecured promise to pay under the SERP.

                    Mr. Switzer's Complaint

The Debtors' conduct in converting the Sun Life Annuity into
certain "life insurance contracts" without the prior consent of
Mr. Switzer and the Debtors' failure to purchase the Alumnitech
Annuity despite their promises to the contrary, was inequitable
and, if sustained, would unjustly enrich the Debtors to the
detriment of Mr. Switzer.

As a result of the merger and the Debtors' inequitable conduct,
Mr. Demmy insists that this Court should, at a minimum, impose a
constructive trust upon the "life insurance policies" for the
sole benefit of Mr. Switzer.

Furthermore, Mr. Switzer asks the Court to:

-- determine that the "life insurance policies" purchased from
   the proceeds of the Sun Life Annuity are owned by Mr. Switzer
   and held in trust for Mr. Switzer by the Debtors;

-- find that the "life insurance policies" do not constitute
   property of the Debtors' estates under Section 541(b) of the
   Bankruptcy Code;

-- direct the Debtors to turn over to Mr. Switzer the "life
   insurance policies" and all related documents and instruments
   or their cash value;

-- impose a constructive trust on any assets of the Debtors
   that were dedicated to the purchase of the Alumnitech Annuity
   for the sole benefit of Mr. Switzer;

-- determine that the Dedicated Assets do not constitute
   property of the Debtors' estates under Section 541(b) of the
   Bankruptcy Code;

-- direct the Debtors to turn over to Mr. Switzer the Dedicated
   Assets and all related documents and instruments; and

-- determine whether any contract exists between the Debtors and
   Mr. Switzer for the purchase of the Alumnitech Annuity for
   the benefit of Mr. Switzer. (Hayes Lemmerz Bankruptcy News,
   Issue No. 18; Bankruptcy Creditors' Service, Inc., 609/392-
   0900)


INTRAWEST CORP: Signs Licensing Pact With Stockgroup Information
----------------------------------------------------------------
Stockgroup Information Systems Inc. (OTCBB: SWEB) a financial
media and technology company signed a licensing agreement with
Intrawest (NYSE:IDR); (TSX:ITW). Intrawest will license
Stockgroup's IntegratIR Software System that provides Intrawest
with the backbone of essential elements for Intrawest's IR
website.  

Stockgroup's IntegratIR tool allows Intrawest complete control
of the individual elements of their IR site and enables
Intrawest to quickly update and change their site anytime, from
anywhere they have internet access  

"Stockgroup's solution allows their shareholders to access
valuable financial information including their stock price,
charts, news releases and other company information, while
providing the most cost effective solution for Intrawest,' said
Marcus New, CEO of Stockgroup. 'We are very pleased to have been
chosen by Intrawest to play an important role in communicating
with their shareholders and customers."  

"Stockgroup's IntegratIR software system allowed us to enhance
our online communication with shareholders and the investment
community, said Stephen Forgacs, Intrawest's Corporate
Communications manager. 'The investor relations component of our
site is now more versatile, more informative and easier to
manage."  

Intrawest Corporation (NYSE:IDR; TSX:ITW) is the leading
developer and operator of village-centered resorts across North
America. The company owns nine mountain resorts, including
Whistler Blackcomb, North America's most popular mountain
resort. Intrawest also owns Sandestin Golf and Beach Resort in
Florida and has a premier vacation ownership business, Club
Intrawest. The company has a 45 per cent interest in Alpine
Helicopters Ltd., owner of Canadian Mountain Holidays, the
largest heli-skiing operation in the world. Intrawest is
headquartered in Vancouver, British Columbia and is
located on the World Wide Web at http://www.intrawest.com  

Stockgroup Information Systems Inc. is a financial media and
technology company. It is a leading provider of private labeled
financial content and software solutions to media, corporate,
and financial services companies. Stockgroup employs proprietary
technologies which enable its clients to provide financial data
streams and news combined with cutting edge fundamental,
technical, productivity, and disclosure tools to their
customers, shareholders, and employees at a fraction of the cost
of traditional internal methods. Stockgroup is also a provider
of Public Company Disclosure and Awareness Products for publicly
traded companies. Its financial web sites including
http://www.stockhouse.com, http://www.stockhouse.caand  
http://www.smallcapcenter.com are state of the art online  
research centers for the investment community. To find out more
about Stockgroup (OTCBB: SWEB), visit our Web site at
http://www.stockgroup.com
  
                       *   *   *

As previously reported, Standard & Poor's Ratings Services
assigned its single-'B'-plus rating to resort developer and
operator Intrawest Corp.'s US$125 million issue of 10.5% senior
unsecured notes due February 1, 2010.

At the same time, the ratings on the Vancouver, B.C.-based
company, including the double-'B'-minus long-term corporate
credit rating, were affirmed and removed from CreditWatch, where
they were placed September 24, 2001. The outlook is stable.


IT GROUP: Court Permits Further Use of Lenders' Cash Collateral
---------------------------------------------------------------
Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP in Wilmington, Delaware, relates that IT Group, Inc., and
its debtor-affiliates want to maintain their existing cash
management system, which includes maintenance of an account or
accounts to be used as their principal concentration accounts
for their day-to-day operations. The Debtors intend that all
Cash Collateral existing as of the Commencement Date and all
cash generated after the Commencement Date will be maintained in
accounts in compliance with the terms of the Prepetition Credit
Agreement and the existing cash management system.

So, for the fourth time, the Debtors asked the Prepetition
Lenders to consent to their continued use of the Prepetition
Lenders' Cash and other prepetition Collateral.

Accordingly, Mr. Galardi relates that the Prepetition Lenders
have indicated their willingness to consent to the continued
limited use by the Debtors of the Cash Collateral, but only on
certain terms and conditions, including, without limitation:

   * the requirements of the budgetary process; and

   * that the Debtors continue to provide adequate protection
     for the Prepetition Agent and the Prepetition Lenders.

The Lenders propose that, as adequate protection, the Debtors
agree:

-- to pay on a current and ongoing basis all of the fees and
   disbursements incurred by the Prepetition Agent in connection
   with the Prepetition Credit Agreement.  The Debtors will also
   pay to the Prepetition Agent on a current basis all of the
   administrative and collateral agent fees and letter of credit
   fees that are provided for under the Prepetition Credit
   Agreement;

-- that interest will continue to accrue under the Prepetition
   Credit Agreement, without prejudice to the Debtors' or any
   other party's right to contest the propriety or allowability
   of the postpetition interest;

-- that the Prepetition Agent is granted, for the sole benefit
   of itself and the Prepetition Lenders, valid, binding,
   enforceable and perfected replacement liens in all
   Postpetition Collateral to secure an amount equal to a sum
   of, without duplication:

   (a) the aggregate amount of Cash Collateral used by the
       Debtors;

   (b) the aggregate diminution, if any, subsequent to the
       Commencement Date, in value of the Prepetition
       Collateral, whether by depreciation, use, sale, loss,
       decline in market price or otherwise; and
   
   (c) the sum of the aggregate amount of all cash proceeds of
       Prepetition Collateral and the aggregate fair market
       value of all non-cash Prepetition Collateral

   which is applied in payment of any obligations or expenses of
   the Debtors other than the Prepetition Indebtedness.  The
   Adequate Protection Obligations will be allocated pro rata to
   the Prepetition Indebtedness;

-- that the Adequate Protection Liens are subject and
   subordinate only to:

   (a) the Carveout;

   (b) the validly perfected, binding and enforceable security
       interests or liens in existence in the Postpetition
       Collateral as of the Commencement Date; or

   (c) the valid liens perfected (but not granted) after the
       Commencement Date;

   to the extent that the perfection in respect of a pre-
   Commencement Date claim is expressly permitted under the
   Bankruptcy Code -- Permitted Prior Liens.  The Adequate
   Protection Liens are senior and superior to the Prepetition
   Liens;

-- that the Postpetition Collateral constitutes and consists of
   all currently owned or later acquired property and assets of
   the Debtors of any kind or nature, whether real or personal,
   tangible or intangible, wherever located, now owned or later
   acquired or arising and all proceeds, products, rents and
   profits thereof.  However, pending the final hearing, the
   Postpetition Collateral will not include any type of assets,
   if any, which were not granted as collateral security to the
   Prepetition Lenders pursuant to the Prepetition Financing
   Documents;

-- that the Adequate Protection Obligations will constitute and
   will be claims in each of the Debtors' Chapter 11 cases with
   priority over any and all administrative expenses of the
   kinds, subject only to the Carveout;

-- that consistent with Section 552 of the Bankruptcy Code,
   proceeds, products, rents, and profits of the Prepetition
   Collateral, and all property and assets of the Debtors which
   are of the same type or nature as the Prepetition Collateral,
   coming into existence or acquired by the Debtors on or after
   the Commencement Date are deemed to be Prepetition
   Collateral, subject to the Prepetition Liens; and
  
-- that they will not use Cash Collateral with respect to any
   payments to the Debtors' directors, officers, employees and
   agents in connection with any retention agreements, retention
   bonuses, stay bonuses or severance agreements that have not
   been disclosed to the Prepetition Lenders and agreed to by
   the Prepetition Agent.

The Lenders also indicate that the Cash Collateral will not be
used by any entity including the Creditors' Committee to:

   (a) object to or contest in any manner, or raise any
       defenses to, the validity, perfection, priority,
       enforceability or amount of the Prepetition Indebtedness
       or the Prepetition Liens; or

   (b) assert or prosecute any defense, counterclaim or offset
       to the Prepetition Indebtedness or the Prepetition Liens;
       or

   (c) assert or prosecute any action for preferences,
       fraudulent conveyances, other avoidance power claims or
       any other claims or causes of action against the
       Prepetition Agent or any of the Prepetition Lenders;

except for those that have been expressly asserted in the
adversary proceeding initiated by the Committee against the
Prepetition Lenders.

According to Mr. Galardi, the treatment for the Prepetition
Agent and the Prepetition Lenders will minimize disputes and
litigation over collateral values, use of Cash Collateral, and
the need to segregate the Prepetition Collateral and the
proceeds thereof from the Postpetition Collateral and the
proceeds thereof.

In turn, the Lenders agree to a $750,000 Carveout for:

   (a) the unpaid fees of the Clerk of the Bankruptcy Court and
       of the U.S. Trustee pursuant to Section 1930(a) and (b)
       of the Judicial Code; and

   (b) the aggregate allowed unpaid fees and expenses payable
       under Sections 330 and 331 of the Bankruptcy Code to
       professional persons retained pursuant to an order of the
       Court by the Debtors or any statutory committee appointed
       in these Chapter 11 cases.

So long as no Event of Default will have occurred and be
continuing, Mr. Galardi tells the Court that the Debtors agree
to pay the compensation and reimbursement of expenses allowed
and payable under Sections 330 and 331 of the Bankruptcy Code,
as it may be due and payable, and it will not reduce the
Carveout.  An "Event of Default" occurs when:

1) an order is entered converting one or more of the Debtors'
    Chapter 11 cases to a case under Chapter 7 of the Bankruptcy
    Code;

2) an order is entered dismissing one or more of the Debtors'
    Chapter 11 cases, unless consented to by the Prepetition
    Agent;

3) the Debtors fail to comply with any material terms,
    conditions, or covenants contained in this Fourth Interim
    Cash Collateral Order;

4) except for the Carveout, or as permitted in this Fourth
    Interim Cash Collateral Order, any order is entered granting
    a superpriority claim or lien pari passu with or senior to
    that granted to the Prepetition Lenders and the Prepetition
    Agent;

5) an order is entered which constitutes the stay,
    modification, appeal or reversal of this Fourth Interim Cash
    Collateral Order or which otherwise affects the
    effectiveness of this Fourth Interim Cash Collateral Order;
  
6) the Debtors will fail to make any payment due under this
    Fourth Interim Cash Collateral Order within three business
    days of when due;

7) an order is entered appointing any examiner having expanded
    powers or a trustee to operate all or any part of any of the
    Debtors' businesses;

8) an order is entered granting relief from the automatic stay
    so as to allow a third party or third parties to proceed
    against any property, including the Prepetition Collateral,
    of the Debtors which has a value, or to commence or continue
    any litigation against the Debtors involving potential
    liability not covered by insurance, in excess of $500,000 in
    the aggregate;

9) any judgment or order as to a postpetition liability or debt
    for the payment of money in excess of $250,000 will be
    rendered against any of the Debtors, and the enforcement of
    which will not have been stayed;

10) any non-monetary judgment or order with respect to a
    postpetition event will be rendered against any of the
    Debtors which does or would reasonably be expected to:

    -- cause a material adverse change in the financial
       condition, business, prospects, operations or assets of
       the Debtors taken as a whole on a consolidated basis; or

    -- have a material adverse effect on the rights and remedies
       of the Prepetition Agent or any Prepetition Lender;

11) the Debtors will fail to comply with the cash management and
    account provisions in the Prepetition Credit Agreement
    without the express prior written consent of the Prepetition
    Agent; and

12) this Fourth Interim Cash Collateral Order will not become a
    Final Order by October 25, 2002.

The parties also agree that Debtors' authority to use Cash
Collateral will terminate on the earliest to occur of:

     (i) December 27, 2002, unless that date is otherwise
         extended in writing by the Debtors and the Prepetition
         Agent; and

    (ii) an Event of Default.

Upon the occurrence and during the continuance of an Event of
Default, Mr. Galardi explains that the Debtors will immediately
cease using Cash Collateral unless otherwise permitted by the
Prepetition Agent.  The Debtors will segregate and hold the Cash
Collateral for the benefit of the Prepetition Lenders, subject
to further order of the Bankruptcy Court.

Additionally, the Prepetition Lenders want the Debtors to
provide:

     (i) monthly operating statements;

    (ii) other information that the Prepetition Agent may from
         time to time reasonably request; and

   (iii) any documents or information provided to the Committee.

The Debtors must also deliver to the Prepetition Agent a written
report detailing amounts in the Concentration Accounts on a
weekly basis.

To this end, the Debtors have furnished to the Prepetition
Lenders a budget for weekly cash receipts and expenditures for
the period September 28, 2002 through and including December 27,
2002.  The budget has been satisfactory to the Lenders.

                       Committee Objects

The Official Committee of Unsecured Creditors complains that the
Fourth Interim Cash Collateral Order as proposed by the Debtors
seeks to bar "claims and defenses" of the Committee against the
Prepetition Lenders unless those claims and defenses have been
asserted in the adversary proceeding filed by the Committee.  In
contrast, Eric M. Sutty, Esq., at The Bayard Firm, in
Wilmington, Delaware, notes that the Third Interim Order
preserves the claims and defenses of the Committee.

Mr. Sutty relates that no discovery has been taken in the
Committee Action and the deadline for the Lenders to respond has
been moved.  Also, the Committee never waived its right to
expressly assert further claims and defenses in the Committee
Action.  Thus, the Fourth Interim Order should conform to the
language of the Court's Interim Order.

                          *     *     *

After due deliberation, Judge Walrath permits the Debtors to use
the Cash Collateral in accordance with the proposed Budget.

The terms of the Fourth Interim Cash Collateral Order pertaining
to the granting of Adequate Protection Liens will be without
prejudice to the right of the Committee to prosecute the
Committee Action.

Any objections to the continued effectiveness of this Fourth
Interim Cash Collateral Order must be in writing and must be
filed with the Court no later than 4:00 p.m. on October 18,
2002. The objections must be served to:

     (a) Skadden, Arps, Slate, Meagher & Flom, LLP
         Counsel to the Debtors
         Attn: Gregg M. Galardi, Esq.
         One Rodney Square,
         Wilmington, Delaware 19801;
     
     (b) Weil, Gotshal & Manges LLP
         Counsel to the Prepetition Agent
         7677 Fifth Avenue
         New York, New York 10153
         Attn: Stephen Karotkin, Esq. and
               Timothy Graulich, Esq.;
     
         Klett Rooney Lieber & Schorling
         Counsel to the Prepetition Agent
         The Brandywine Building,
         1000 West Street, Suite 1410
         Wilmington, Delaware 19899
         Attn: Richard S. Cobb, Esq.;
     
     (c) Gibson, Dunn & Crutcher LLP
         Counsel to Shaw
         2100 McKinney Avenue, Suite 1100,
         Dallas, Texas 75201
         Attn: Michael A. Rosenthal, Esq.
     
     (d) the Office of the United States Trustee
         844 King Street, Room 2313, Lockbox 35
         Wilmington, Delaware 19801
         Attn: Mark Kenney, Esq.; and
     
     (e) White & Case LLP
         Counsel to the Committee
         200 South Biscayne Boulevard
         Miami, Florida 33131
         Attn: John K. Cunningham, Esq.
     
A final hearing on the Fourth Interim Cash Collateral Order will
be held on October 25, 2002. (IT Group Bankruptcy News, Issue
No. 18; Bankruptcy Creditors' Service, Inc., 609/392-0900)  


J2 COMMS: Majority of Shareholders Say Yes to Reincorporation
-------------------------------------------------------------
On August 8, 2002, the Board of Directors of J2 Communications,
a California corporation, approved and recommended to the
shareholders of the Company that the Company change its state of
incorporation from California to Delaware and change its name
from J2 Communications to National Lampoon, Inc. The change in
the Company's state of incorporation and name will be
accomplished by merging the Company with and into National
Lampoon, Inc., a newly created and wholly owned subsidiary of
the Company, which has been organized under the laws of the
State of Delaware (referred to as the Reincorporation).

On September 27, 2002, the holders of a majority of the shares
of the Company's Series B Convertible Preferred Stock, the
holders of which are entitled to vote on the Reincorporation as
a separate class, and the holders of a majority of the shares of
the Company's common stock and Series B Convertible Preferred
Stock combined, the holders of which are also entitled to vote
on the Reincorporation together as a single class, approved the
Reincorporation by written consent without a meeting, with such
approval to become effective, subject to the consummation of the
Reincorporation, as of the twenty-first day after the mailing of
an Information Statement to the shareholders of the Company as
constituted at the close of business on September 26, 2002. The
approval by the Consenting Shareholders of the Reincorporation
constitutes the approval of shareholders necessary for the
Company to undertake such actions under the California
Corporations Code, the Company's Second Amended and Restated
Articles of Incorporation and the Company's Amended and Restated
Bylaws. Accordingly, approval of the Reincorporation is not
being submitted to the other shareholders of the Company for a
vote and no meeting of shareholders will be held with respect to
the Reincorporation.


JP MORGAN: Fitch Affirms Low-Bs On Ser. 2001-C1 P-T Certificates
----------------------------------------------------------------
J.P. Morgan Commercial Mortgage Securities Corp.'s mortgage
pass-through certificates, series 2001-C1, $51 million class A-
1, $156.2 million class A-2, $603.7 million class A-3, and
interest only classes X-1 and X-2 are affirmed at 'AAA' by Fitch
Ratings. In addition, Fitch affirms the $47.7 million class B
certificates at 'AA', $21.9 million class C at 'AA-', $21.9
million class D at 'A', $12.9 million class E at 'A-', $25.8
million class F at 'BBB', $12.9 million class G at 'BBB-', $21.9
million class H at 'BB+', $9 million class J at 'BB', $6.4
million class K at 'BB-', $10.3 million class L at 'B+', $5.2
million class M at 'B', $5.2 million class N at 'B-', $32.7
million class NC-1 at 'A' and $6.7 million class NC-2 at 'A-'.
Fitch does not rate the $19.3 million class NR certificates. The
rating affirmations follow Fitch's annual review of the
transaction, which closed in November 2001.

The rating affirmations are the result of consistent pool
performance and limited collateral paydown. Midland Loan
Services, the master servicer, collected year-end (YE) 2001
operating statements for 75% of the pool. The YE 2001 weighted
average debt service coverage ratio (DSCR) for these loans is
1.56 times, compared to 1.51x at origination. One loan (1.21%)
had a YE 2001 DSCR below 1.0x.

As of the August 2002 distribution date, the pool's aggregate
principal balance has decreased by 0.5% to $1.0647 billion from
$1.0706 billion at issuance. The certificates are currently
collateralized by 169 loans, consisting primarily of retail
(39.5%), multifamily (32.2%), office (10.5%), and industrial
(9.7%). The properties are located in 34 different states, with
concentrations in New Jersey (18.8%), California (13.3%), and
Texas (9.8%).

Fitch reviewed the performance of the Newport Centre loan (11.3%
of the pool). The loan is secured by a 920,000 square foot (sf)
regional mall, of which 386,587 sf is in-line space and the
actual collateral of the loan, located in Jersey City, NJ.
Fitch's stressed DSCR was calculated by using borrower reported
net cash flow (NCF) and a Fitch stressed constant of 9%. The YE
DSCR was 1.49x, compared to 1.51x at issuance. Occupancy has
remained consistent at 98%. Given the stable performance of this
loan it maintains credit characteristics consistent with
investment-grade obligations.

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


KMART CORP: Zions Gets Court Nod to Use Bondholders' Funds
----------------------------------------------------------
Zions First National Bank asks Judge Sonderby to lift the
automatic stay so it can use and apply funds in accounts created
and established for the benefit of certain bondholders.

Zions holds the funds in its capacity as Indenture Trustee under
five indentures involving real property leased to Kmart
Corporation and its debtor-affiliates:

1) Trust Indenture dated as of June 1, 1980 with the City of
    Layton, Utah;

2) Trust Indenture dated July 1, 1993 with the City of Spanish
    Fork, Utah;

3) Trust Indenture dated October 1, 1995 with the City of West
    Valley City, Utah;

4) Trust Indenture dated February 12, 1993 with Salt Lake
   County, Utah regarding the Kmart store located in Kearns,
   Utah; and

5) Trust Indenture dated as of July 1, 1993 with the City of
    North Logan, Utah.

The Debtors continue operation of Kmart retail stores at each of
the five locations in the State of Utah subject of these
indentures.  None of the leases at any of the five locations
have been rejected.

David M. Neff, Esq., at Piper Rudnick, in Chicago, Illinois,
explains that the Bond Indenture Accounts have contained,
currently contain, and will continue to accumulate, funds
received from the rents paid by Debtors on the leases.  The
leased properties are being developed by the developer or
borrowers using the bond proceeds.

Significantly, Mr. Neff tells Judge Sonderby that the Trust
Indentures confer the discretion on Zions to apply funds on
deposit in the Bond Indenture Accounts.  This includes the
payment of principal, redemption premium, if any, and interest
on the bonds and notes.  The Trust Indenture provisions further
contemplate for Zions to make timely payments to the holders, to
the extent that funds are available.

In similar manner, Mr. Neff says, the loan agreements between
the borrowers or the owners of the leased real property and the
issuer -- which correspond to the Trust Indentures -- also
contemplate the payment of rent directly from Debtors to Zions
for deposit into the Bond Indenture Accounts in accordance with
the terms of the governing indenture.  Notably, the Trust
Indentures, as well as their corresponding loan agreements, do
not contemplate the Debtors' recovery of the funds on deposit in
the Bond Indenture Accounts even after the bondholders recover
payment in full of the principal and interest on the bonds.
Given that, the excess rents over the amount needed to satisfy
the bond indebtedness are to be paid to the borrower or the
owner.

As a result, Mr. Neff contends that the Debtors have no present
and no future, right or title to the funds accumulated and to be
accumulated in the Bond Indenture Accounts.  The accounts, and
the funds formerly and presently contained therein, and as
accumulated, are not and have never been property of the
Debtors' estate.  Mr. Neff also asserts that the Borrower under
the Indenture and loan agreement is the first party entitled to
excess funds from rents, suggesting that the Debtors lack even a
reversionary interest in excess rents.

"That interest, even if it exists, is too insubstantial to
support the conclusion that the funds are property of the
Debtors' estate," Mr. Neff asserts.

The Borrower is the owner and lessor of the real estate.

Mr. Neff reports that, as of the Petition Date, the outstanding
indebtedness under each of the Trust Indentures was:

             Trust Indenture              Amount
             ---------------              ------
             Layton Indenture            $870,000
             Spanish Fork Indenture       915,000
             West Valley Indenture      2,275,000
             Kearns Indenture           1,230,000
             North Logan Indenture        905,000

Because the funds accumulated in the Bond Indenture Accounts are
not property of the estate, Zions made certain principal,
interest and sinking fund disbursements to bondholders, strictly
in accordance with the indentures, in March and July 2002.  As a
result, the current indebtedness on each, as of July 16, 2002,
is:

             Trust Indenture              Amount
             ---------------              ------
             Layton Indenture            $680,000
             Spanish Fork Indenture       715,000
             West Valley Indenture      2,195,000
             Kearns Indenture           1,230,000
             North Logan Indenture        705,000

                              * * *

Zions First National Bank conferred with the Debtors to resolve
the matter.  Consequently, the parties obtained Court approval
of their Agreed Order, under which:

A. To the extent that the funds now held, or previously held, or
    to be held, in the Bond Indenture Accounts are property of
    the estate and thus subject to the automatic stay, the
    automatic stay is modified with respect to all those funds;

B. Zions is authorized to use and apply the funds, as previously
    disbursed, presently held, or to be accumulated, in the Bond
    Indenture Accounts pursuant to the terms of the Trust
    Indentures and related documents;

C. The Debtors reserve all rights, if any, to object to any
    claim filed by Zions or any person or entity claiming by or
    through it, if any, including on the grounds that the
    Indenture Trustee has not applied the payments made by
    Debtors into the Bond Indenture Accounts;

D. Nevertheless, any funds now held in, or previously held in,
    and disbursed from, the Bond Indenture Accounts will not be
    subject to recovery by or return to Debtors, their estates
    or any other entity, except as may be provided in the Trust
    Indentures.  No claims will be made against Zions with
    respect thereto.

E. Pursuant to Rule 4001(a)(3) of the Federal Rules of
    Bankruptcy Procedure, this Agreed Order is not stayed.
(Kmart Bankruptcy News, Issue No. 34; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


LODGIAN: Plan Confirmation Hearing Scheduled for Oct. 29, 2002
--------------------------------------------------------------
Finding that the Disclosure Statement contains "adequate
information" within the meaning of Section 1125 of the
Bankruptcy Code, Judge Lifland approved the First Amended
Disclosure Statement of Lodgian, Inc., and its debtor-
affiliates.  To the extent any objection is unresolved or not
withdrawn, those objections are overruled, Judge Lifland rules.

Judge Lifland finds that the Debtors' Disclosure Statement
contains "information of a kind, and in sufficient detail, as
far as is reasonably practical in light of the nature and
history of the debtor and the condition of the debtor's books
and records, that would enable a hypothetical reasonable
investor typical of holders of claims or interests of the
relevant class to make an informed judgment about the plan. . .
."  It gives creditors more than enough information to make an
informed decision about whether they want to vote to accept or
reject the Plan.  With the Court's blessing, copies of the
Disclosure Statement, the Plan and ballots will now be mailed to
all known creditors and the Debtors may begin soliciting
creditors' votes to accept the Plan.

In order to be counted as a vote to accept or reject the Plan, a
Ballot must be properly executed, completed and delivered to the
Vote Tabulation Agent no later than 5:00 p.m., Pacific Time, on
October 28, 2002.

A confirmation hearing is scheduled on October 29, 2002 at 10:00
a.m. (Eastern Time). (Lodgian Bankruptcy News, Issue No. 16;
Bankruptcy Creditors' Service, Inc., 609/392-0900)  


LUMINANT WORLDWIDE: Employing BDA&K Business as Tax Consultants
---------------------------------------------------------------
Luminant Worldwide Corporation and its debtor-affiliates ask
authority from the U.S. Bankruptcy Court for the Southern
District Of Texas to employ BDA&K Business Services, Inc., as
their tax advisors in their bankruptcy cases.  

The Debtors report that they have sold substantially all of
their assets and are in the process of winding down their
estates. Notwithstanding, the Debtors must still file income tax
returns. The Debtors tell the Court that they need BDA&K to
assist them in their tax matters. Moreover, the Debtors ask the
Court to approve the retention of BDA&K, nunc pro tunc, to July
29, 2002, because this is the date that BDA&K began the
performance of necessary services that are benefiting the
Debtors' estates.

The Debtors tell the Court that BDA&K is one of the leading
providers of tax advisory services. The principal duties that
BDA&K will perform include preparing federal and state income
tax returns for the year ended December 31, 2001.

BDA&K estimates that it will incur fees and expenses in the
amount of $9,500 for the federal income tax return and $10,250
for the state income tax returns. Any additional income tax
returns, other than those specified in the engagement letter
will be billed at $300 per return.

The Debtors believe the employment of BDA&K as their tax
advisors is in the best interest of the Debtors and the their
estates. Failure to file proper tax returns could lead to
additional liability for the estates. Accordingly, the Debtors
request that the Court approve their retention of BDA&K.

Luminant Worldwide Corporation develops online applications and
Web sites for its clients.  The Debtors also offer consulting
and marketing services, as well as ongoing Web site maintenance
and data analysis.  The Company filed for chapter 11 protection
on December 7, 2001.  Henry J. Kaim, Esq., and Myron M.
Sheinfeld, Esq., at Akin Gump Strauss Hauer & Feld LLP represent
the Debtors in their restructuring efforts. When the Debtors
filed for protection from their creditors, they listed
$29,837,408 in assets and $38,960,740 in debts.


MARINER: Seeks To Extend Claim Objection Deadline To February 28
----------------------------------------------------------------
Mariner Post-Acute Network, Inc. and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware to extend
the deadline for filing objections to claims in their Chapter 11
cases until February 28, 2003.

The MHG Debtors relate that under the Plan, the term "Claims
Objection Deadline" is defined to mean the later of:

   (i) the 180th day after the Effective Date,

  (ii) with respect to a specific Claim, the 180th day after
       proof of the Claim is filed,

(iii) with respect to a Claim that is subject to the ADR
       Procedure, the 90th day after the holder of the Claim
       either has opted out of the ADR Procedure by executing
       the necessary stipulation or has completed the
       requirements of the ADR Procedure, or

  (iv) the greater period of limitation as may be fixed or
       extended by the Bankruptcy Courts or by agreement between
       a Debtor and the holder of the Claim.

Presently, the earliest Claims Objection Deadline is on November
8, 2002.

The Debtors report that they have resolved 26,000 of the 32,000
filed and scheduled claims in the MHG and MPAN cases.  The
resolution of the scheduled prepetition claims has proven to be
more difficult than anticipated because of:

   (a) the need to adjust scheduled amounts based upon payments
       made during the case on account of critical vendors,

   (b) the need to compare scheduled claims to the lists of
       assumed contracts,

   (c) the need to compare scheduled claims to orders entered
       during the case approving compromises, and

   (d) problems related to matching filed claims to scheduled
       claims, particularly in circumstances where numerous
       claims were filed of the same vendor.

The Debtors explain that resolution of filed claims entails the:

   (a) review of trade claims by the Reorganized Debtors'
       accounts payable department, including the need to
       reconcile scheduled amounts with claims, which may have
       been filed by several branches of the same vendor on a
       regional basis,

   (b) review of assumed and rejected unexpired leases and
       executory contracts by numerous different working groups
       within the Reorganized Debtors,

   (c) analysis of damage claims arising from the rejection of
       unexpired leases and executory contracts,

   (d) review of all prior settlements in the cases for releases
       involving claims,

   (e) identification of duplicate and superseded claims,

   (f) identification of claims for reimbursement, contribution
       and indemnity,

   (g) identification and analysis of unliquidated and
       contingent claims,

   (h) review of asserted claims for priority or administrative
       status,

   (i) reconciliation of paid claims to taxing authorities,

   (j) review of claims based upon shareholders interests or
       damage claims relating to the purchase or sale of the
       Debtors' securities,

   (k) review and reconciliation of claims filed in one or both
       of the MPAN and MHG cases, that assert claims against the
       estates in both the MHAN and MHG cases, and

   (l) continuing efforts to resolve personal injury claims.

The Reorganized Debtors estimate that it will take until January
2003 to complete their analysis of the remaining unresolved
claims and to conclude their initial efforts to negotiate
settlements without the need for filing formal objections.
(Mariner Bankruptcy News, Issue No. 34; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


MEDISOLUTION: Brascan Will Guarantee New $5 Mil. Credit Facility
----------------------------------------------------------------
MediSolution Ltd. (TSX:MSH) has reached an agreement with its
current lender on a new operating credit facility that provides
for a maximum amount of $5 million. Brascan Financial
Corporation has agreed to guarantee this facility.

MediSolution Ltd. is a leading Canadian healthcare information
technology company with offices in Canada and the United States.
The Company markets a comprehensive suite of information systems
and professional services to the healthcare industry.


MORGAN STANLEY: Fitch Gives Low-B & C Ratings to Mortgage Certs.
----------------------------------------------------------------
Fitch Ratings downgrades Morgan Stanley Capital I Inc.,
commercial mortgage pass-through certificates, series 1999-FNV1,
$9.5 million class N to 'CC' from 'CCC'. In addition, Fitch
affirms the following classes: $74.5 million class A-1, $339.9
million class A-2 and interest-only class X at 'AAA', $33.2
million class B at 'AA', $26.9 million class C at 'A', $12.6
million class D at 'A-', $30 million class E at 'BBB', $14.2
million class F at 'BBB-', $20.5 million class G at 'BB+', $7.9
million class H at 'BB', $9.5 million class J at 'BB-', $7.9
million class K at 'B+', $6.3 million class L at 'B', $6.3
million class M at 'B-'. The $6.3 million class O certificates
are not rated by Fitch Ratings. The rating actions follow Fitch
Rating's annual review of the transaction, which closed in April
1999.

The downgrade is a result of a deterioration in the pool's
outlook due mainly to the specially serviced loans and their
related estimates of potential losses. Fitch Ratings is
concerned with the two real estate owned (REO) loans (1.7%)
which are anticipated to have losses totaling approximately $6.3
million. The expected losses would potentially dissolve the $6.3
million non-rated class O certificates, thus causing a reduction
in the subordination levels of the rated classes. The Magnolia
Manors loan portfolio, (1.3% of the pool), became REO in June
2002. The loan, originally secured by eight assisted living
facilities located in Alabama, has been in special servicing
since February 2000. Four of the eight properties have already
been sold to the operator, Senior Living Management Corp., for a
total of $3.2 million. The four remaining properties are
currently leased to Magnolia Properties, which has an option to
purchase the properties. The servicer, Criimi Mae, Inc., is in
the process of hiring a broker to list the four remaining
properties for sale. The properties were all inspected in March
2002 and found to be in good condition. Any losses to the trust
will not be realized until all properties in the portfolio are
sold.

The Best Western Matagorda loan, (0.4% of the pool) became REO
in February 2002. The property is a full-service hotel located
in Bay City, TX. A foreclosure sale was held in July 2002 and a
new property manager is in place. The property is currently
being marketed for sale.

CapMark Services, the master servicer, collected trailing twelve
months year-end (YE) 2002 financial statements for 92% of the
pool by balance. Based on the YE 2001 financials, the pool's
weighted average debt service coverage ratio (WADSCR) improved
to 1.50 times from 1.39x at issuance. Eight loans (9% of the
pool) had DSCRs below 1.00x. Three loans (2% of the pool) are in
special servicing. Twenty-two loans (17% of the pool) were
reported to be on the master servicer watchlist. Of these, all
were current with the exception of the two REO specially
serviced loans.

The certificates are collateralized by 166 fixed-rate mortgage
loans secured by 194 commercial properties. Significant property
type concentrations include, retail (19%), office (19%),
multifamily (15%), MHC (13%), and hotels (13%). The properties
are located in 34 states and Washington D.C., with significant
concentrations in California (33%), Texas (8%), PA (7%), and MA
(6%). As of the September 2002 distribution date, the pool's
aggregate principal balance has been reduced by 4.2% to $605.6
million from $632 million at closing. Fitch reviewed the
document exception report and found ten loans (7% of pool) with
either unrecorded mortgage instruments or missing assignments of
rents and leases.

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


NANOPIERCE TECH: Independent Auditors Air Going Concern Doubts
--------------------------------------------------------------
NanoPierce Technologies, Inc. is a Nevada corporation that was
incorporated on June 22, 1996, as Sunlight Systems, Ltd. From
June 22, 1996 through November 1996 the Company engaged in
limited activities as a dealer and distributor of sun tunnels.
This business, however, was discontinued and substantially all
assets were sold in November of 1996. From that time until
February 1998, the Company was generally inactive and reported
no significant operating revenues.

On February 26, 1998, the Company acquired the intellectual
property rights related to the Company's patented Particle
Interconnect Technology from Particle Interconnect Corporation,
a Colorado Corporation, a wholly owned subsidiary of Intercell
Corporation, a Nevada Corporation. In exchange for the assets of
PI Corp, the Company issued 7,250,000 shares of its common stock
and 100 shares of the Company's Series A Preferred Stock
(convertible into 7,250,000 common shares) to Intercell.

Intercell, subsequently converted the 100 shares of the Series A
Preferred Stock in June 1999 for 7,250,000 common shares. As of
June 30, 2002 and through September 24, 2002, Intercell held
6,718,126 common shares of the Company. The Company acquired the
PI Technology in order to pursue a more focused, strategic
application and development of the PI Technology, subsequently
referred to as the NanoPierce Connection System.

The Company, since the acquisition of NCS, has focused on
providing the electronics industry with possible solutions to
their "connection" problems, through not only know-how, but also
products and services provided by either the Company or its
subsidiaries. The Company has three wholly owned subsidiaries.

The independent auditors' report on the Company's financial
statements as of June 30, 2002, and for each of the years in the
two-year period then ended, includes a "going concern"
explanatory paragraph, that describes substantial doubt about
the Company's ability to continue as a going concern.

The Company recognized $156,128 in revenues during the fiscal
year ended June 30, 2002 compared to $132,325 in the fiscal year
ended June 30, 2001. Of the $156,128 in revenues, $151,391 was
from various software development contracts generated by
NanoPierce Card and the remaining $4,737 was from the
preparation of samples using WaferPierce for potential customers
by NanoPierce Connection. The Company expects to continue to
recognize revenue from software development contracts currently
in place and being developed at this time. In addition, the
Company expects to continue to generate revenues from the
preparation of samples for those potential customers that it has
non-disclosure agreements and cooperation agreements.

The Company recognized $105,561 in interest income during the
fiscal year ended June 30, 2002 compared to $216,440 during the
fiscal year ended June 30, 2001. The decrease of $110,879 is
primarily due to the need for capital to support operations
throughout the year and an overall decrease in interest rates
during the year.

During the fiscal year ended June 30, 2002, the Company
recognized net losses of $4,729,072 compared to net losses of
$3,598,543 during the fiscal year ended June 30, 2001.  The
increase of $1,130,529 is explained by the increase of
$1,627,665 in operating expenses, offset in a small part by the
increase in revenues and the decrease in interest expense.

The Company's current operations are not generating positive
cash flows. In April 2002, the Company entered into a $2,000,000
Equity Financing. The Company received the first of two
available tranches of $1,000,000 per tranche and in return
issued 800,000 free trading common shares to the investor. In
addition, the Company issued 1,073,000 of its free-trading
common shares, which are being held by an escrow agent for the
potential issuance upon exercise of the warrants issued in
connection with the financing. Such warrants have a term of five
years, with an exercise price of $1.45 per share. The second
tranche of $1,000,000 was made available to the Company sixty
days after the take down of the first. The Company declined to
take down the second tranche, due to depressed market
conditions, at that time, and possible dilutive effects on its
stock. The Second tranche is no longer available to the Company,
pursuant to terms of expiration.

The Company is continuing to look for additional financing
through marketing of its NCS, through the pursuit of licensing,
joint ventures, co-manufacturing or other similar arrangements
with industry partners. The failure to secure such a
relationship will result in the Company requiring substantial
additional capital and resources to bring its NCS to market. To
the extent the Company's operations are not sufficient to fund
the Company's capital requirements, the Company may enter into a
revolving loan agreement with financial institutions or attempt
to raise capital through the sale of additional capital stock or
through the issuance of debt. At the present time the Company
does not have a revolving loan agreement with any financial
institution nor can the Company provide any assurance that it
will be able to enter into any such agreement in the future or
be able to raise funds through the further issuance of debt or
equity in the Company. The Company continues to evaluate
additional merger and acquisition opportunities.


OCEAN POWER: Inks Pact Making Oases a Wholly Owned Subsidiary
-------------------------------------------------------------
Effective September 25, 2002, Ocean Power Corporation, a
Delaware corporation entered into a letter agreement with Oases
International Services Corporation, a California corporation and
Robert L. Campbell whereby Oases will issue 100 shares of its
common stock to the Company, pursuant to which Oases will be the
wholly-owned subsidiary of the Company.  In consideration of the
shares, the Company agreed to: (i) confirm the existing three
(3) members of the Board of Directors of Oases; (ii) appoint one
(1) new member to the Board of Directors; (iii) not remove any
of the members of the Board of  Directors, for a period of one
hundred eighty (180) days from the date of agreement, except in
the event of a proven breach of fiduciary duty by such
member(s).  The Company and Oases agreed to cause the Bylaws of
Oases to be amended to increase the authorized members of the
Board of Directors to four (4) and to provide that for a period
of one hundred eighty (180) days from the date of the agreement,  
all actions and resolutions of the Board of Directors shall
require a unanimous vote of the members of the Board. In
addition, the Company confirmed the appointment of Mr. Robert
Campbell as President of Oases. The Company and Oases agreed for
the term of the agreement to maintain a budget review process  
with respect to the proposed activities of Oases.

                           *   *   *

As previously reported, effective July 31, 2002, Ocean Power
laid off most of its employees due to a severe cash-flow
shortage.  Ocean Power's operations continue with the remaining
employed staff.

Ocean Power Corporation is developing modular seawater
desalination systems integrated with environmentally friendly
power sources. At March 31, 2002, the Company's balance sheet
shows a total shareholders' equity deficit of about $9.4
million.


ON SEMICONDUCTOR: Applies to Transfer to Nasdaq SmallCap Market
---------------------------------------------------------------
ON Semiconductor (Nasdaq:ONNN), a global leader in power and
data management devices, announced that it has applied to The
Nasdaq Stock Market Inc. to transfer the listing of its common
stock from the Nasdaq National Market to the Nasdaq SmallCap
Market.

The transfer between markets maintains ON Semiconductor's Nasdaq
association and continued trading of the company's common stock
under the symbol ONNN. The company expects to receive Nasdaq's
approval decision within 14 days and will maintain its current
National Market status pending the decision. ON Semiconductor
believes that it meets all the criteria to have its common stock
listed on the Nasdaq SmallCap Market and anticipates Nasdaq's
approval of the transfer.

Listing on the Nasdaq SmallCap Market enables ON Semiconductor
to continue trading its common shares in a competitive, highly
visible and well-regulated market that benefits all of its
shareholders. In a similar fashion to the Nasdaq National
Market, Nasdaq distributes immediate trading information on the
Nasdaq SmallCap Market through financial Web sites, financial
newspapers and general circulation newspapers so that investors
can make timely and informed investment decisions.

ON Semiconductor plans to execute on its strategy, continue to
grow its gross margins, improve the strength of its financials
and continue to build a great company.

As of June 28, 2002, ON Semiconductor's balance sheet shows a  
total shareholders' equity deficit of about $596 million.  

                    About ON Semiconductor

ON Semiconductor offers an extensive portfolio of power- and
data-management semiconductors and standard semiconductor
components that address the design needs of today's
sophisticated electronic products, appliances and automobiles.
For more information visit ON Semiconductor's Web site at
http://www.onsemi.com


PENNZOIL-QUAKER: Commences Tender Offers & Consent Solicitations
----------------------------------------------------------------
Pennzoil-Quaker State Company, a wholly owned subsidiary of
Shell Oil Company, announced that it is commencing tender offers
to purchase for cash any or all of the outstanding debt
securities listed in a table posted at:

     http://www.piersystem.com/clients/equiva/PZL_Table1.pdf

In connection with each tender offer, Pennzoil is also
soliciting consents to certain amendments to each of the
indentures pursuant to which the notes were issued.  In addition
to the tender offer for the 10% notes, Pennzoil is providing two
additional offers for holders of 10% notes only.  Holders may
tender 10% notes pursuant to only ONE of the three offers.

The "total purchase price" Pennzoil will pay for each $1,000
principal amount of notes validly tendered prior to the
applicable consent payment deadline and accepted for payment
shall be (i) in the case of the 6.625% notes, 6.750% notes and
7.375% notes, the applicable fixed spread price for such notes
and (ii) in the case of the 10% notes, an amount equal to the
sum of (x) 35% of the equity offering redemption price and (y)
65% of the fixed spread price for the 10% notes.  The fixed
spread price for each $1,000 principal amount of notes validly
tendered and accepted by Pennzoil for payment shall be the
price, calculated in accordance with standard market practice,
using a yield to the maturity or earliest redemption date for
the applicable series of notes, equal to the sum of: (i) the
yield to maturity on the applicable U.S. Treasury Security (the
"reference security") listed on the table below and as
calculated by Merrill Lynch, Pierce, Fenner & Smith Incorporated
(the "Dealer Manager") in accordance with standard market
practice, based on the bid-side price for such reference
security, as indicated on the applicable Bloomberg Government
Pricing Monitor screen listed on the table below for such
reference security (or such other recognized quotation source
selected by the Dealer Manager in its sole discretion if the
Bloomberg Government Pricing Monitor is not available or is
manifestly erroneous) as of 2:00 p.m., New York City time, on
the second business day before the applicable expiration date;
plus (ii) the applicable fixed spread for such series of notes
listed on the table below (the "fixed spread price").  The
"equity offering redemption price" is equal to 110% of the
principal amount of 10% notes validly tendered (which will
equal $1,100 per each $1,000 principal amount tendered).

Concurrently with each tender offer, Pennzoil is soliciting
noteholders' consents to certain amendments to the indenture
pursuant to which the notes were issued that will eliminate most
of the restrictive covenants applicable to the notes.  For each
series of notes, adoption of the amendments requires the consent
of holders of not less than a majority in outstanding principal
amount of that series of notes.  In the case of the 6.625% notes
only, a holder cannot deliver a consent in respect thereof (and
therefore cannot tender such 6.625% notes pursuant to the 6.625%
note tender offer) unless it either (a) was the registered owner
of such 6.625% notes as of the close of business on October 1,
2002, or (b) obtains a proxy from the registered owner as of
such date.  Each tender offer and consent solicitation is
conditioned upon, among other things, the receipt of the consent
of holders of not less than a majority in outstanding principal
amount for the applicable series of notes.

In addition to the tender offer, Pennzoil is offering to
purchase for cash (the "10% note change of control offer") any
and all 10% notes at a price (the "10% note change of control
purchase price") equal to 101%, or $1,010 per $1,000, of the
principal amount of 10% notes validly tendered.  Consummation
of the 10% note change of control offer is unconditional.

Pennzoil is also offering to purchase for cash (the "10% note
alternative offer") any and all 10% notes on the 10% note tender
offer terms, IF the conditions precedent to the consummation of
the 10% note tender offer ARE satisfied upon the expiration
thereof.  IF such conditions ARE NOT satisfied at such time, 10%
notes tendered pursuant to the 10% note alternative offer
will be purchased at the 10% note change of control purchase
price. Consummation of the 10% note alternative offer is
unconditional.

Pennzoil will also pay accrued and unpaid interest on validly
tendered and accepted notes to, but not including, the
settlement date, which is expected to be two business days after
the Expiration Date.

The tender offers with respect to each series of notes and the
10% note alternative offer will expire at 12:00 midnight, New
York City time, on October 30, 2002, unless such offer is
extended.  In order to receive the applicable consent fee,
noteholders must either tender their notes, in which case they
are also deemed to be providing their consents, on or prior to
5:00 p.m., (New York City time) on October 16, 2002, unless
extended.  The total purchase price for the notes of each series
includes the applicable consent fee.  If noteholders tender
their notes after the Consent Payment Deadline, they will
receive the total applicable purchase price less the applicable
consent fee. The 10% note change of control offer will expire at
12:00 midnight, New York City time, on October 30, 2002, unless
extended.  The purchase price for the notes will be paid
promptly following the expiration of the applicable offer, which
will be the second business day after the 10% note change of
control offer expires, in the case of the 10% note change of
control offer, and is currently expected to be paid on or about
the second business day after the date on which the applicable
tender offer or the 10% note alternative offer expires, in the
case of such other offer.

Cede & Co., the nominee of The Depository Trust Company ("DTC"),
is the registered holder of all the notes subject to the offers.  
Beneficial holders wishing to tender their notes must instruct
the participant in DTC through which they hold such notes to
tender such notes on their behalf.

Merrill Lynch & Co. is the exclusive Dealer Manager for the
offers and the consent solicitations.  Questions concerning the
terms of the offers and consent solicitations may be directed to
Merrill Lynch (telephone: (888) ML4-TNDR (toll-free), or (212)
449-4914).  Documents may be obtained by contacting Mellon
Investor Services LLC, the information agent, at (888) 585-5314
- bankers and brokers call collect (917) 320-6286.

On March 25, 2002, Shell Oil Company, a wholly owned member of
the Royal Dutch/Shell Group of Companies (NYSE: RD), and
Pennzoil entered into a merger agreement pursuant to which Shell
Oil Company agreed to acquire Pennzoil, with each share of
Pennzoil common stock to be converted into the right to receive
$22.00 in cash.  On October 1, 2002, the merger was consummated.  
As a result of the merger, Pennzoil is now a wholly owned
subsidiary of Shell Oil Company. Neither Shell Oil Company nor
any other members of the Royal Dutch/Shell Group of Companies
has guaranteed Pennzoil's obligations with respect to the notes
as a result of the merger nor has at present any intention to do
so.


PEREGRINE SYSTEMS: Seeks OK to Pay Critical Vendors Up to $2 Mil
----------------------------------------------------------------
Peregrine Systems, Inc., along with its debtor-affiliate,
Peregrine Remedy, Inc., seeks authority from the U.S. Bankruptcy
Court for the District of Delaware to pay prepetition unsecured
claims of critical trade vendors.  The Debtors argue the
payments will preserve their estates.

The Debtors need postpetition credit from their critical vendors
on acceptable terms so that they can continue to operate their
businesses and maintain uninterrupted supply and service to
their customers.  In this regard, it is essential that the
Debtors satisfy the prepetition unsecured claims of certain
vendors who are critical to its reorganization efforts of up to
$2 million.

The Debtor explain that their ability to continue operating and
generating revenue depends upon the continued support of the
Critical Vendors.  If not granted the relief requested, they
could suffer a material adverse change occasioned by the loss of
supplies from any of the Critical Vendors jeopardizing any
proposed restructuring.

The Debtors believe that the Critical Vendors will continue to
provide goods and services on acceptable supply and credit terms
if prepetition amounts are paid to the Critical Vendors.

Additionally, the Debtors report that they have issued certain
checks to Critical Vendors prior to the Petition Date. If these
checks are not honored, the Critical Vendors might refuse to
deliver the goods or provide the services, which will severely
cripple the Debtors' ability to operate. Consequently, the
Debtors are also seeking for an approval authorizing all banks
to honor prepetition checks for these Critical Vendors.

Peregrine Systems, Inc., the leading global provider of
Infrastructure Management software, filed for chapter 11
protection on September 22, 2002. Laura Davis Jones, Esq., at
Pachulski, Stang, Ziehl Young & Jones represent the Debtors in
their restructuring efforts.  When the Company filed for
protection from its creditors, it listed estimated debts and
assets of more than $100 million.


POLYONE CORPORATION: Directors Set Quarterly Dividend
-----------------------------------------------------
Directors of PolyOne Corporation (NYSE: POL) declared a
quarterly dividend of 6.25 cents per share of common stock.  The
dividend is payable December 16, 2002 to shareholders of record
at the close of business on December 2, 2002.

PolyOne Corporation, with 2001 revenues of $2.7 billion, is an
international polymer services company with operations in
thermoplastic compounds, specialty resins, specialty polymer
formulations, engineered films, color and additive systems,
elastomer compounding and thermoplastic resin distribution.  
Headquartered in Cleveland, Ohio, PolyOne has employees at
manufacturing sites in North America, Europe, Asia and
Australia, and joint ventures in North America, South America,
Europe, Asia and Australia. Information on the Company's
products and services can be found at http://www.polyone.com

             S&P Credit Rating Remains at BB+

As reported in the September 20, 2002 issue of the Troubled
company Reporter, Standard & Poor's Ratings Services lowered its
corporate credit and senior unsecured debt ratings on PolyOne
Corp., to double- 'B'-plus from triple-'B'-minus, citing slower-
than-expected progress in improvement to the financial profile.
The outlook is negative.

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


POWERBRIEF: Texas Court Approves Reorganization Plan
----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
approved the Plan of Reorganization filed by PowerBrief, Inc.
after determining that the Plan does not discriminate unfairly,
it is feasible, and it is fair and equitable to each class of
claims.  For a full-text copy of the Company's Plan, go to:

  http://www.researcharchives.com/bin/download?id=021002202547

The Court found out that the confirmation of the Plan is not
likely to be followed by the liquidation or the need for
financial reorganization of the Debtor or any successor to the
Debtor under the Plan.

The Court further ordered that the claims of the Texas
Comptroller of Public Accounts and the Texas Workforce
Commission shall accrue interest at the rate of 6% per annum
commencing on the Effective Date of the Plan until the claims
are paid in full.  In the event of any objections, the
Liquidating Trustee shall establish a reserve account in the
full amounts of the claims filed by the Texas Comptroller of
Public Accounts and Texas Workforce Commission.  The Reserve
Account shall be held in trust for the Texas Comptroller of
Public of Public Accounts or Texas Workforce Commission until
any objection is resolved.

Powerbrief, Inc. formerly known as Integrated Orthopaedics,
Inc., an ASP that helps lawyers to negotiate the Byzantine world
of their craft by delivering online services to legal
professionals, filed for chapter 11 protection on October 2,
2001. Robert C Stokes, Esq. represents the Debtor in its
restructuring efforts.


PSINET: Trustee Obtains OK to Terminate Consulting's 401(k) Plan
----------------------------------------------------------------
The majority of the businesses of PSINet Consulting's
subsidiaries have been sold, and the Consulting's 401(k) Plan
retains no assets, known participants or beneficiaries.  
However, power to terminate the Plan lies with Consulting's
board of directors pursuant to Article XVI of the 401(k) Plan.

Accordingly, Harrison J. Goldin, Chapter 11 Trustee to
Consulting, sought and obtained a Court order:

a. approving the termination of Consulting's 401(k) Plan, and

b. directing the Chapter 11 Trustee and Plan Fiduciaries to take
   all actions necessary to terminate the Plan as of August 29,
   2002.

The Court's order provides that Consulting and the Chapter 11
Trustee, and their respective officers, directors, employees,
consultants, professionals, attorneys and agents are discharged
of any liability with respect to the Plan, its termination or
acts taken in good faith in furtherance of the Plan termination.

The Court concurs that, as the Plan retains no assets, known
participants or beneficiaries, any deemed joint representation
will not result in conflicts of interest between the Chapter 11
Trustee, the Plan and Plan Fiduciaries.

Judge Gerber further ruled that:

(1) Andrews & Kurth L.L.P., counsel to the Trustee, is
    authorized to represent the Trustee, the Plan and Plan
    Fiduciaries jointly with respect to the implementation of
    the Plan termination;

(2) the Trustee and the Plan Fiduciaries are authorized to waive
    any conflict of interest arising out of the joint
    representation; and

(3) the joint representation will not result in any waiver of
    attorney-client privilege or any disqualification of A&K
    from representing the Chapter 11 Trustee. (PSINet Bankruptcy
    News, Issue No. 28; Bankruptcy Creditors' Service, Inc.,   
    609/392-0900)    

DebtTraders reports that PSINET Inc.'s 11.000% bonds due 2009
(PSIX09USS1) are trading between 10 and 12. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=PSIX09USS1
for real-time bond pricing.
    

RECEIVABLES STRUCTURED: Moody's Cuts 7.44% Notes' Rating to Caa1
-------------------------------------------------=--------------
Moody's Investors Service downgraded the rating of the 7.44%
Notes issued by Receivables Structured Trust 2001-Calpoint, to
Caa1 from B2.

The rating action was due to the downgraded ratings of Qwest
Communications International Inc., guarantor of certain payments
to the Trust. The rating is on watch for possible downgrade.


REGENERATION TECH: BofA Agrees to Extend Forbearance Agreement
--------------------------------------------------------------
Regeneration Technologies, Inc. (Nasdaq: RTIX) (RTI), the
Florida-based processor of precision-tooled orthopedic
allografts, announced that it has entered into a 90-day
extension of its forbearance agreement and the maturity date of
its loans with its commercial lender, Bank of America.  The
extension expires December 31, 2002.

RTI has engaged Banc of America Securities LLC to assist RTI in
obtaining new mortgage loans to refinance the $15.3 million in
mortgage loans currently outstanding, of which $12.8 million
relates to the company's new, state-of- the-art facilities and
$2.5 million relates to its former manufacturing and
administration facilities.

As previously disclosed in April 2002, RTI was advised by its
commercial lender that as a result of its previously announced
results of operations for the year ended December 31, 2001, it
did not meet certain financial ratio covenants that it was
required to meet under its credit facilities.  At that time, RTI
entered into a forbearance agreement with its lender that
provided for a waiver of these covenants and certain other
defaults during the forbearance period and set a September 30,
2002, maturity date on the loans.

                      About RTI

RTI was the first company to successfully precision-tool bone
into exact shapes and sizes in the mid-1990s.  In 1996, after
several years of research and development, RTI began
distribution of the MDT-Dowel, the first precision-tooled
allograft for the spine.  In 1998, RTI received the patent for
the MDT-Series dowel; today RTI holds many patents for
allografts in this tissue repair market.

RTI processes allograft tissue into shaped implants for use in
orthopedic and other surgeries. By processing allograft tissue
into forms that can be used in many types of surgical procedures
(orthopedic, urologic, craniofacial and cardiovascular surgery),
RTI enables patients to benefit from the gift of donated
tissues. Allografts processed by RTI include the patented MD-
SeriesT threaded bone dowels and CORNERSTONE-SRT blocks;
OSTEOFILr Allograft Paste products and REGENAFILr Allograft
Paste products; and a complete line of sports medicine products,
including meniscus, pre-shaped tendons, fresh osteochondral
allografts and bone pins, anchors and interference screws.
Information on RTI is available by visiting the company's Web
site at http://www.rtix.com


SANLUIS: Commences Tender & Exchange Offer for US$291.3MM Debt
--------------------------------------------------------------
SANLUIS Corporacion, S.A. de C.V. (BMV: SANLUIS), a Mexican
industrial group engaged in the manufacture of auto parts,
commenced simultaneous offers to purchase for cash and to
exchange for debt of a newly formed subsidiary substantially all
of SANLUIS' outstanding indebtedness.  The cash tender offer and
the exchange offer are open to all eligible holders of SANLUIS'
8.875% Notes due 2008, certain Euro Commercial Paper notes of
SANLUIS and certain other financial indebtedness, all in an
aggregate principal amount of approximately US$291.3 million.  
Eligible holders may tender debt into either the cash tender
offer or the exchange offer, which SANLUIS is making on the
following terms:

   *  For each US$1,000 principal amount of SANLUIS debt
      tendered in the cash tender offer and accepted, the
      holders thereof will receive a cash payment of US$350; or

   *  For each US$1,000 principal amount of SANLUIS debt
      tendered in the exchange offer and accepted, the holders
      thereof will receive:

   *  US$384.15 in principal amount of newly issued 8% Senior
      Notes due June 30, 2010, of Sanluis Co-Inter, S.A., or
      SISA, a wholly owned subsidiary of SANLUIS to be formed
      that will indirectly own all of SANLUIS' operating
      companies through its wholly owned subsidiary SANLUIS
      Rassini Autopartes, S.A. de C.V., and

   *  US$615.85 in principal amount of newly issued 7%
      Mandatorily Convertible Debentures due June 30, 2011, of
      SISA.

SANLUIS will accept from holders of its existing indebtedness a
maximum of US$128.6 million in aggregate principal amount of
debt in the cash tender offer, and approximately US$162.7
million in aggregate principal amount of debt in the exchange
offer.  The offers are scheduled to expire at 11:59 p.m., New
York City time, on November 8, 2002.

SISA will pay up to US$5 million in cash interest per year on
the 8% Senior Notes to the extent that it has cash available to
make the payment. Otherwise, this interest, and any interest
over $5 million due in any year, will be capitalized.  Interest
will accrue from July 1, 2002.  Principal on these new Notes,
which will also carry a subordinated guarantee from SANLUIS
Rassini Autopartes and its subsidiaries, will be due in full
upon maturity.

The 7% Mandatorily Convertible Debentures will, if not repaid in
full upon maturity, be convertible into a new class of shares of
SISA that will carry voting rights and a liquidation preference
in the amount of the accrued and unpaid amount of principal of
and interest on the convertible debentures, plus 7% per annum
from the date of conversion.  The convertible debentures may
also be converted by holders upon the occurrence of certain
other events.  Interest on the convertible debentures will be
paid-in-kind and capitalized.

Concurrently with the cash tender offer and exchange offer,
SANLUIS is soliciting consents from holders of 8.875% Notes due
2008 of SANLUIS to effect certain amendments to and waive
certain existing defaults under the indenture governing these
notes.  Holders of the 8.875% Notes wishing to tender into
either the cash tender offer or the exchange offer must as a
condition to acceptance of their tender grant these consents.

The completion of the cash tender and exchange offer will be
subject to various customary conditions that must be met or
waived by SANLUIS, including but not limited to participation by
holders of minimum amounts of SANLUIS debt both in the cash
tender offer and exchange offer together and in the cash tender
offer separately.

If the minimum participation condition for the cash tender offer
is not initially met, a portion of the SANLUIS debt tendered in
the exchange offer may be reallocated into the cash tender
offer, up to the amount by which initial tenders in the cash
tender offer fall short of $128.6 million.  In this case,
SANLUIS debt will be reallocated pro rata from each holder
tendering into the exchange offer that has not refused such
reallocation.

If SANLUIS debt in excess of US$128.6 million is tendered in the
cash tender offer, SANLUIS may decline SANLUIS debt tendered in
excess of this amount pro rata from each tendering holder.  In
this case, any such SANLUIS debt that has been tendered in the
cash tender offer and declined may be reallocated into the
exchange offer from each holder that has not refused such
reallocation.

The completion of the cash tender and exchange offer is subject
to the registration of SISA's new 8% Senior Notes due 2010 and
new 7% Mandatorily Convertible Debentures due 2011 with the
National Securities Registry (Registro Nacional de Valores),
Special Section, of the Mexican National Banking and Securities
Commission (Comision Nacional Bancaria y de Valores, or CNBV).  
Participation in the debt exchange offer is restricted in the
United States to qualified institutional buyers and
institutional accredited investors, and outside the United
States to non-U.S. persons.

Neither the 8% Senior Notes nor the 7% Mandatorily Convertible
Debentures of SISA will be registered under the United States
Securities Act of 1933, as amended, and they may not be offered
or sold in the United States absent an applicable exemption from
the registration requirements of the Securities Act.


SCIENT INC: SBI and Company Completes Acquisition of Assets
-----------------------------------------------------------
SBI and Company, a leading professional services firm, announced
it has completed its acquisition of Scient which includes
talented and experienced employees from across the U.S.,
relationships with marquee customers, and expertise in industry
vertical markets.  In addition, SBI has acquired Scient's UK
office giving SBI its first European base of operations.  This
acquisition creates a more formidable and capable professional
services company that can help clients leverage technology,
business process optimization (BPO) solutions, and creative
services to improve their businesses.

"This is an important milestone in our long-term plan to build a
business composed of world-class professionals helping clients
to improve their businesses," said Ned Stringham, president and
CEO of SBI and Company.  "The integration is well under way and
we welcome Scient's employees to SBI."

                About SBI and Company

SBI and Company is a leading professional services firm that
helps clients leverage technology, business process optimization
(BPO) solutions, and creative services to improve their
businesses.  SBI's customer-, enterprise-, and supplier-facing
solutions help clients acquire, retain and extend customer
relationships, improve collaboration and coordination across
their value chain, enhance operational productivity and
efficiency, and gain more value from their enterprise resource
planning (ERP) systems.  The company's vertical market, business
process, technology and creative expertise coupled with proven
delivery methodologies, enable it to provide solutions on time
and on budget.  SBI and Company, headquartered in Salt Lake
City, has offices in most major cities across the U.S.  For more
information, visit http://www.sbiandcompany.com

                     About Scient

Scient, headquartered in New York with offices in London and key
regions throughout the United States, is a leading consulting
and professional services company focused on transforming
clients' businesses through the creation of multi-channel
experiences that strengthen connections among people, businesses
and communities. The Debtors filed for Chapter 11 protection
with the U.S. Bankruptcy Court for the Southern District of New
York. Linda Worton Jackson, Esq., at Greenberg Traurig, P.A.,
Miami, Florida and Howard J. Berman, Esq., at Greenberg Traurig,
New York, represent the Debtors.


SILICON GRAPHICS: Says Oper. Plan Adequate to Meet Obligations
--------------------------------------------------------------
Silicon Graphics Inc. is a leading provider of products,
services and solutions for use in high-performance computing,
visualization and the management of large-scale complex data. It
sells highly scalable servers, advanced visualization systems,
desktop workstations, storage solutions and a range of software
products which enable its customers in the scientific, technical
and creative communities to solve their most challenging
problems and provide them with strategic and competitive
advantages in their marketplace. It also offers a range of
technical solutions, including professional services, Reality
Center immersive visualization centers, customer support and
education. These products and services are targeted primarily
towards five market segments: Government and Defense, Science,
Manufacturing, Energy, and Media.

SGI's products were manufactured in Wisconsin and Switzerland
during fiscal 2002. During the first half of fiscal 2002, the
Company consolidated its manufacturing operations with the
closure of its manufacturing facility in Switzerland. The
Company distributes its products through its direct sales force,
as well as through indirect channels including resellers,
distributors and system integrators. Product and other revenue
consists primarily of revenue from computer system and software
product shipments, as well as the sale of software distribution
rights, system leasing, technology licensing agreements and non-
recurring engineering contracts. Service revenue results from
customer support and maintenance contracts, as well as from
delivery of professional services.  

SGI has had declining revenue and has been unprofitable on an
operating basis for each of the past five fiscal years as the
Company has felt the impact of the slowdown in the economy,
strong competition from much larger companies, technologies and
product families in transition and management and employee
turnover. As part of its plan to restore growth and
profitability, management took several major steps in both
fiscal 2002 and 2001 to refocus operations. The Company
restructured its overall operations, including closing the
manufacturing operations in Switzerland and consolidating
operations in Wisconsin, reorganizing services business,
discontinuing the Pentium III-based product line, resulting in
noticeable improvements in gross margins as a percentage of
revenues. It also continued to manage significant reductions in
operating expenses over the last two fiscal years compared with
fiscal 2000 levels. These changes substantially reduced the
scope of its operating losses in fiscal 2002. To further improve
its financial condition during fiscal 2002, the Company
generated more than $150 million in cash from licensing and
sales transactions involving assets including real estate,
intellectual property, and a majority equity position in SGI
Japan. While substantial progress was made in fiscal 2002,
Silicon Graphics continues to focus on actions intended to
restore long-term growth and profitability.

The Company has incurred net losses and negative cash flows from
operations during each of the past three fiscal years. Primarily
as a result of net substantial business restructuring and
expense reductions, Silicon Graphics reduced its net loss and
cash consumed from operations significantly from fiscal 2001 to
fiscal 2002. Through improved operational execution and the sale
of certain assets, it also improved its cash position
substantially during fiscal 2002. At June 28, 2002, it had
unrestricted cash and marketable investments of $218 million,
net working capital of $95 million and stockholders' deficit of
$55 million. While a forecast of future events is inherently
uncertain, the Company believes that the combination of its
current resources and cash expected to be generated from its
fiscal 2003 operating plan will provide sufficient funding to
enable the Company to meet its obligations during fiscal 2003.
The Company indicates that it is committed to the successful
execution of its operating plan and business turnaround, and
will take steps if necessary to further restructure its business
operations to reduce expenses and improve working capital.

Total revenue in fiscal 2002 decreased $513 million, or 28%,
compared with fiscal 2001, and fiscal 2001 revenue decreased
$206 million, or 10%, compared with pro forma fiscal 2000.
Revenue for fiscal 2002 included a one-time receipt of $63
million from Microsoft resulting from an agreement involving a
patent cross-license and the transfer of certain of SGI's
intellectual property rights. The decline in revenue from fiscal
2001 to fiscal 2002 reflects a general economic slowdown and a
significant downturn in IT spending, strong competition from
much larger companies and products based on processors with
higher peak performance benchmarks, the impact of no longer
consolidating the revenue of SGI Japan, the discontinuance of
certain visualization workstations based on Pentium III
microprocessors, and other factors that affected particular
product families. Silicon Graphics anticipates that certain of
the factors mentioned above will continue to have an adverse
impact on its revenue levels going forward.
  
The failure of Silicon Graphics to achieve its objectives for
fiscal 2003 revenue and operating results or significant changes
in the terms of its relationships with key suppliers, could
result in its not having adequate liquidity to manage its
business.


STEAKHOUSE PARTNERS: Expects to Complete Chapter 11 by Year-End
---------------------------------------------------------------
Steakhouse Partners, Inc., currently operates 63 full-service
steakhouse restaurants located in eleven states. The Company's
restaurants specialize in complete steak and prime rib meals,
and also offer fresh fish and other lunch and dinner dishes. The
Company's average dinner check is approximately $23 (including
alcoholic beverages) and it currently serves over 6.8 million
meals annually. The Company operates principally under the brand
names of Hungry Hunter's, Hunter's Steakhouse, Mountain Jack's
and Carvers. Company management believes that its emphasis on
quality service and the limited menu of its restaurants, with
its concentration on high quality USDA choice-graded steaks and
prime ribs, distinguishes the Company's restaurants and presents
an opportunity for significant growth after it has completed the
reorganization process.

On February 15, 2002 Steakhouse Partners filed a voluntary
petition under Chapter 11 of the United States Bankruptcy Code
in the United States Bankruptcy Court for the Central District
in California. On February 19, 2002 Paragon Steakhouse
Restaurants, a wholly owned subsidiary of Steakhouse Partners,
also filed for relief under Chapter 11 of the Bankruptcy Code.
The filing was made in connection with the Company's inability
to timely pay certain notes aggregating $1,734,285. Pacific
Basin Foods, the other wholly owned subsidiary of Steakhouse
Partners, has not filed and remains outside of the bankruptcy
code.

Steakhouse Partners and Paragon have and will continue to manage
their properties and operate their business as "debtors-in-
possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code.

By filing under Chapter 11, the Company is seeking to retain
core locations, eliminate non-competitive leases, restructure
its debt, and withdraw from under-performing markets. Management
believes that the Official Creditors' Committee will approve the
bankruptcy plan in October 2002, and the reorganization will be
complete by the end of 2002.

As a consequence to the bankruptcy filings, all pending
litigation and claims against Steakhouse Partners and Paragon
Steakhouse Restaurants are stayed, and no party may take action
to realize its pre-petition claims, except pursuant to order of
the Bankruptcy Court. It is the Company's intention to address
all of its pending and future pre-petition claims in a plan of
reorganization. However, it is currently impossible to predict
with any degree of certainty how the plan will treat pre-
petition claims and the impact the bankruptcy filings and any
reorganization plan may have on the shares of preferred or
common stock of the Company. Generally, under the provisions of
the Bankruptcy Code, holders of equity interests may not
participate under a plan of reorganization unless the claims of
creditors are satisfied in full under the plan or unless
creditors accept a reorganization plan that permits holders of
equity interest to participate. While the Company believes the
reorganization will be completed by the end of 2002, the
formulation and implementation of a plan of reorganization could
take significantly longer, or may not be successfully completed.

As a result of the bankruptcy filings, realization of certain of
the Company's assets and liquidation of certain of the Company's
liabilities are subject to significant uncertainty. Furthermore,
a plan of reorganization could materially change the amounts and
classifications reported in the Company's financial statements,
which do not give effect to any adjustments to the carrying
value or classification of assets or liabilities that might be
necessary as a consequence of a plan of reorganization.

The Company has received approval from the Bankruptcy Court to
pay or otherwise honor certain of their pre-petition
obligations, including claims of landlords for lease payments
and employee wages and benefits in the ordinary course of
business.

Steakhouse Partners, Inc. was organized in May 1996 and has
incurred losses from inception. It may never generate profits.
It incurred a net loss of approximately $621,000 for the fiscal
year ended December 26, 2000; a net loss of approximately $3.9
million for the fiscal year ended December 26, 1999 and a net
loss of approximately $3.0 million for the fiscal year ended
December 29, 1998. As of December 25, 2001 it had an accumulated
deficit of approximately $14,373,109 million.

In order to operate profitably, the Company must: further
improve operating margins at its existing restaurants while
investing in the units' infrastructure; successfully drive top
line sales at each of its units; and capitalize on the general
and administrative cost savings implemented during the last
fiscal year.

Revenues for the year 52 weeks ended December 25, 2001 decreased
$17,144,791, or 13.0%, from $131,635,804 for the year ended
December 26, 2000 to $114,491,013 for the same period in 2001.
Net revenue for Paragon Steakhouse Restaurants decreased
$12,979,327, or 10.6%, from $122,710,445 for the fifty-two week
period ended December 26, 2000 to $109,731,118 for the same
period in 2001. The decrease is substantially attributable to
the economic recession compounded by the events of September
11th. Pacific Basin Foods revenues for the fifty-two week period
ended December 25, 2001 decreased $4,211,001, or 52.5%, from
$8,017,605 for the fifty-two week period ended December 26, 2000
to $3,806,604 for the same period in 2001. The decrease is
substantially attributable to the loss of outside customers due
to economic conditions and cash constraints. Revenue from the
Company's only remaining original restaurant (Galveston)
increased $45,537, or 5.0%, from $907,754 for the fifty-two week
period ended December 26, 2000 to $953,291 for the same period
in 2001.

Net loss for the fifty-two week period ended December 25, 2001
increased $16,095,300 from $621,444 for the fifty-two week ended
December 26, 2000 to $16,716,744 for the same period in 2001.
The increase is principally due to the impact on operations from
the economic recession and the September 11th tragedy
that significantly decreased revenues at the restaurants and the
distributing company. Also contributing to the increase were
non-recurring expenses such as: asset impairment reserves
($6,972,000) for certain under performing assets and reserves
for loans; fees; insurance; taxes and bad debt ($2,769,157).


STERLING: Asks Court To Fix Special Nov. 13 Admin Claim Bar Date
----------------------------------------------------------------
Sterling Chemicals Holdings, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Southern District of Texas to
establish November 13, 2002 as the special administrative claims
bar date by which all post-petition administrative priority
claims must be presented.

The Debtors' Plan incorporates a proposed compromise and
settlement of certain issues among the Debtors and the
representatives of the Debtors' creditor constituencies. The
term Sheet provides that the allowed administrative claims of
the Debtors' estate will not exceed $40 million. The Debtors
currently estimates that their allowed administrative claims
will not exceed $40 million. However, there may be valid
administrative claims that the Debtors are not currently aware.
It is therefore imperative that that Debtors determine in a
timely manner the amount of the administrative claims asserted
against the estates.

There are 5 exemptions to the Special Administrative Claims Bar
Date:

  a) claims governed by Section 12.1 of the Debtors' Plan;

  b) claims arising out of the Term Sheet in the Debtors'
     Disclosure Statement;

  c) claims for fees payable pursuant to section 1930 of the
     Bankruptcy Code;

  d) claims previously paid by the Debtors in the ordinary
     course of their businesses of pursuant to Court order; and

  e) claims arising out of post-petition ordinary course of
     business trade payables of the Debtors.

Sterling Chemicals Holdings, a manufacturer of petrochemicals,
acrylic fibers, and pulp chemicals, filed for Chapter 11
protection on July 16, 2001 in the Southern District of Texas
Bankruptcy Court.  D. J. Baker, Esq., at Skadden, Arps, Slate,
Meagher & Flom, represents the Debtors in their restructuring
effort. As of its September 21, 2001 report to the Securities
and Exchange Commission, the Debtors listed $403,681,000 in
assets and $1,207,403,000 in debt.


SUNBEAM: Seeks Moves to Approve 2nd Amended Disclosure Statement
----------------------------------------------------------------
Sunbeam Americas Holdings, Ltd., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Southern District of New
York's to put its stamp of approval on the Debtors' Second
Amended Disclosure Statement.  The Debtors ask the Court to find
that the document contains "adequate information" as defined in
11 U.S.C. Sec. 1125 and gives the right amount of the right kind
of information to enable creditors to make informed decisions
about the merits of the Company's chapter 11 plan.

Additionally, the Debtors ask the Court to approve proposed
solicitation procedures, set a date for a confirmation hearing
and fix a deadline for parties-in-interest to file any
objections to plan confirmation.

Consistent with the Bankruptcy Rule 3018(a), the Debtors request
that the Court set the date on which an order approving the
Disclosure Statement is entered as the Record Date to determine
who can and who can't vote on the Plan.  

Pursuant to the Plan, Class 3 (Secured Bank Claims) and Class 5
(Affiliate Claims) are the only impaired classes.  Therefore,
only holders of Secured Bank Claims and Affiliate Claims will be
entitled to vote on the Plan.

Assuming the Disclosure Statement is approved, the Debtors
propose to mail on or before October 7, 2002, to all holders of
claims in the Voting Classes, as of the Record Holder
Date, the solicitation packages that will include:

  a. notice of the confirmation hearing and related matters,
     setting forth the time fixed for filing acceptances and
     rejections to the Plan, the time fixed for filing
     objections to confirmation of the Plan, and the date and
     time of the hearing on confirmation;

  b. a copy of the Disclosure Statement, as approved by the
     Court; and

  c. a Ballot.

The Debtors anticipate commencing the solicitation period as
soon as possible after approval of the Disclosure Statement and
mailing all Solicitation Packages and Notices of Non-Voting
Status. In that regard, the Debtors propose that, in order to be
counted as votes to accept or reject the Plan, all Ballots must
be properly executed, completed and delivered to the Debtors'
Court-appointed balloting agent no later than 4:00 p.m. on
October 30, 2002.

Sunbeam Corporation, the largest manufacturer and distributor of
small appliances, sells mixers, coffeemakers, grills, smoke
detectors, toasters and outdoor & camping equipment in the
United States, filed for chapter 11 protection on February 6,
2001 in the Southern District of New York. George A. Davis,
Esq., of Weil Gotshal & Manges LLP, represents the Debtors in
their restructuring effort. As of filing date, the company
listed $2,959,863,000 in assets and $3,201,512,000 in debt. In
their June 30, 2002 form 8-K report filed with SEC, the Debtors
account $1,594,787,000 in assets and $2,498,065,000 in
liabilities.


TEXFI: Trustee Brings-In Greene & Hoffman as Litigation Counsel
---------------------------------------------------------------
Stephen S. Gray, the Chapter 11 Trustee appointed in Texfi
Industries, Inc.'s chapter 11 case, sought and obtained approval
from the U.S. Bankruptcy Court for the Southern District of New
York to employ and retain Thomas G. Hoffman, Esq., and the Law
Firm of Greene & Hoffman as his Special Litigation Counsel.

The Trustee reminds the Court that after exploring various
restructuring alternatives, the Debtor decided to discontinue
its operations and to liquidate all of its assets.  

In December 1997, the Debtor sold its interest in the Rival
Sport, LLC, joint venture (formed between the Debtor and NHL
Enterprises, L.P., in February 1997 in order to market and
source a branded line of hockey-related apparel) to Clarendon
Holdings, LLC, an affiliate of Mentmore Holdings Corporation, in
consideration for a $4.85 million promissory note from
Clarendon, which the Trustee believes is of no collectible
value.  Mentmore was owned by the Directors and Officers.

Additionally, the Trustee believes that, after the Debtor sold
its interest in the Joint Venture to Clarendon, the Directors
and Officers caused the Debtor to continue paying the Joint
Venture's expenses -- over $1.3 million -- until at least March
1998 and allowed the Joint Venture to occupy certain of the
Debtor's premises rent-free.

Furthermore, Mentmore charged the Debtor a $112,500 monthly
consulting fee, for which the Debtor did not receive a
reasonable equivalent value.

The Trustee believes that that these transactions were
fraudulent. The Trustee further believes that, in effectuating
the Transactions, the Directors and Officers breached their
fiduciary duties to the Debtor's and its creditors.

To investigate and prosecute any actions based on the
Transactions, and to facilitate the successful completion of
this case, the Trustee requires the services of attorneys with
knowledge and experience in bankruptcy litigation.

The primary and immediate purpose of Greene & Hoffman's
representation will be to undertake an intensive investigation
of all potential claims against the Directors and Officers based
on the Transactions by conducting Rule 2004 examinations, among
other things.

Greene & Hoffman's fee arrangement will be:

  A. Greene & Hoffman's investigation will be completed in six      
     to eight weeks and will bill the Trustee for these services
     at:

               partners  $250 per hour
               associates $150 per hour
               paralegals $75 per hour

     with a maximum total billing of $15,000.

  B. Greene & Hoffman will represent the Trustee in litigation
     against the Directors and Officers or any related party
     under a standard form contingent fee agreement:

     1) 20% of the proceeds of any settlement which, is agreed
        to in substance within 90 days of the filing of a
        complaint;

     2) 25% of the proceeds of any settlement which, is agreed
        to in substance within 180 days of the filing of a
        complaint; and

     3) 1/3 of the proceeds of any settlement, verdict, or
        judgment which is obtained after 180 days from the
        filing of a complaint.


TRISM: Secures Extension Until November 11 to File Plan
-------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Western District
of Missouri, Trism, Inc., and its debtor-affiliates obtained an
extension of their exclusive period to propose and file a plan
of reorganization.  The Court gives the Debtors until November
11, 2002.  

Trism, Inc., the nation's largest trucking company that
specializes in the transportation of heavy and over-dimensional
freight and equipment, as well as material such as munitions,
explosives and radioactive and hazardous waste, filed for
chapter 11 protection on December 18, 2001 in Western District
of Missouri. Laurence M. Frazen, Esq. at Bryan Cave LLP
represents the Debtors in their restructuring efforts. When the
Company filed for protection from its creditors, it listed $155
million in assets and $149 million in debts.


US AIRWAYS: Committee Turns to Vorys, Sater for Legal Advice
------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of US Airways Group Inc., and its debtor-affiliates sought
and obtained the Court's authority to retain Vorys, Sater,
Seymour and Pease, pursuant to Section 327(a) of the Bankruptcy
Code, as co-local counsel to perform the legal services that
will be necessary during this Chapter 11 case.

The Committee has selected the Vorys Firm because of its
experience and knowledge of business reorganizations under
Chapter 11 of the Bankruptcy Code.

Specifically, the Committee expects the Vorys Firm to:

  A. attend hearings pertaining to the case, as necessary;

  B. review applications and motions filed in connection with
     the case;

  C. communicate with the Otterbourg Firm, the Committee's lead
     counsel, as necessary;

  D. communicate with, and advise, the Committee and attend
     meetings of the Committee, as necessary;

  E. provide expertise with respect to these proceedings and
     procedural rules and regulations applicable to these cases;
     and

  F. perform all other services for the Committee that are
     necessary for its co-counsel to perform in these cases.

On behalf of the Vorys Firm, Malcolm M. Mitchell, Jr., Esq.,
assures the Court that their members and associates are
"disinterested persons" as that term is defined in Section
101(14) of the Bankruptcy Code, and do not hold or represent any
interest adverse to Debtors' estate.

Mr. Mitchell relates that the Vorys Firm previously assisted
lead counsel for Delta Airlines for one week in matters relating
to these Cases.  In particular, the Vorys Firm attended the
organizational meeting to form the Unsecured Creditors Committee
and reported back to Delta's lead counsel.  The Vorys Firm
monitored filings with the Court and assisted Delta's lead
counsel in its preparation and filing of a Notice of Appearance.
Mr. Mitchell emphasizes that the Vorys Firm did not receive any
confidential information as a result of these activities, and it
never entered an appearance on behalf of Delta in these cases.
According to Mr. Mitchell, Delta has agreed to release the Vorys
Firm from any representation on its behalf, with the
understanding that the Vorys Firm would be acting as local co-
counsel for the Committee.

The Vorys Firm will be compensated on an hourly basis and
reimbursed for actual and necessary expenses that it incurs.  
The current standard hourly rates for the principal Vorys Firm
professionals and paraprofessionals that will be working on
these cases are:

          Position        Hourly Rates
          --------        ------------
          Partners         $375 - 230
          Counsel           350 - 230
          Associates        225 - 110
          Assistants        150 - 65

These hourly rates are subject to periodic increase in the
normal course of the Firm's business.  The Vorys Firm had
advised the Committee that the rates applicable to the principal
attorneys and paraprofessionals that will represent the
Committee are:

          Professional                         Hourly Rate
          ------------                         -----------
          Malcolm M. Mitchell, Jr.                  $270
          Robert J. Sidman                           375
          Reginald W. Jackson                        325
          Randall D. LaTour                          280
          Byron L. Pickard                           150
          Stacey L. Papp                             150
          Cindy D. Fricke, CLAS, Paralegal           115
          Kathryn A. Parker, Paralegal               115
          Howard G. Cockrill, Legal Assistant        $90

It is anticipated that other attorneys and paraprofessionals
will render services as needed.  It is the Firm's policy to
charge its clients for all disbursements and expenses incurred.  
These disbursements and expenses include costs for telephone and
facsimile charges, photocopying, travel, business meals,
computerized research, messengers, couriers, postage, witness
fees and other fees related to trials and hearings. (US Airways
Bankruptcy News, Issue No. 9; 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.    


TENNECO AUTOMOTIVE: Will Report Q3 2002 Earnings on October 22
--------------------------------------------------------------
Tenneco Automotive (NYSE: TEN) plans to issue its third quarter
2002 earnings news release before the market opens on Tuesday,
October 22, 2002, and hold a conference call that same day at
10:30 a.m. EDT.  The purpose of the call is to discuss the
company's results of operations for the last fiscal quarter, as
well as other matters that may impact the company's outlook.

News Release: Before the market opens on Tuesday, October 22,
              2002

The news release will be sent by email and fax to the Tenneco
Automotive investor distribution list and will be available on
First Call, PRNewswire and the company's web site:
http://www.tenneco-automotive.com.

    Conference Call: Tuesday, October 22, 2002

The conference call will be hosted by Mark Frissora, chairman
and CEO, and Mark McCollum, senior vice president and chief
financial officer.

    Time: 10:30 a.m. Eastern time, 9:30 a.m. Central time
    Dial in 10 minutes prior to start of the call

    Phone Numbers: 888-809-8968 domestic
                   630-395-0038 international

    Pass Code: Tenneco Auto

    Conference Leader: Leslie Hunziker

    Call Playback: Available one hour following completion of
the call on Tuesday, October 22, 2002, through 5:00 p.m.,
October 29, 2002.

    Call 888-568-0422 domestic or 402-530-7957 international

    Pass Code: 8400

    Web Site Broadcast: http://www.tenneco-automotive.com

    For a "listen only" broadcast, go to the company's web site,
and select the "live web cast" link.  Please go to the web site
at least 15 minutes prior to the start of the call to register,
download and install any necessary audio software.  A replay of
this call will also be available on Tenneco Automotive's web
site.

Tenneco Automotive is a $3.4 billion manufacturing company with
headquarters in Lake Forest, Illinois and 21,600 employees
worldwide. Tenneco Automotive is one of the world's largest
producers and marketers of ride control and exhaust systems and
products, which are sold under the Monroe(R) and Walker(R)
global brand names. Among its products are Sensa-Trac(R) and
Monroe(R) Reflex(TM) shocks and struts, Rancho(R) shock
absorbers, Walker(R) Quiet-Flow(TM) mufflers and DynoMax(R)
performance exhaust products, and Monroe(R) Clevite(TM)
vibration control components.


TTR TECHNOLOGIES: Negotiating To Sell All Assets To Macrovision
---------------------------------------------------------------
TTR TECHNOLOGIES, INC., (Nasdaq NM: TTRE) announced that it is
holding negotiations to potentially sell substantially all of
its assets, including all of its intellectual property rights in
the music protection and digital rights management business to
Macrovision Corporation, one of TTR's largest stockholders and
TTR's primary technology partner.

TTR has agreed to negotiate exclusively with Macrovision with
respect to the potential sale of these assets until November 2,
2002.

If this transaction is consummated, TTR would cease to be
engaged in the music protection and digital rights management
business. TTR's board has not yet finalized its business plan
for the company following the consummation of the potential
transaction, if it is in fact consummated. Any such transaction
will be subject to final board and stockholder approval, as well
as completion of negotiations. No assurance can be given that
such approvals will be obtained or that TTR and Macrovision will
in fact consummate a transaction.

Additionally, consistent with it plans to restructure its cost
base and reduce outlays by approximately 25% over the course of
the next 12 months, TTR commenced the reduction of its research,
design and development activities currently being conducted at
its Israeli based subsidiary, TTR Technologies, Ltd. TTR is
currently winding down all research, design and development
activities at the Israeli-based facility and plans to relocate
any remaining research, design and development activities to the
United States. No assurance can be provided that the anticipated
relocation of the research, design and development activities
will not adversely affect TTR's activities in such areas or will
in fact result in the anticipated cost savings. Additionally, no
assurance can be provided that the wind-down of TTR Ltd. will
not result in unanticipated outlays or costs, some of which may
be significant.

                About TTR Technologies, Inc.

TTR (http://www.ttrtech.com) designs, markets and sells  
proprietary anti-piracy products. The company has developed and
commercialized products for the software and entertainment
industries and is expanding its product range and reach through
in-house development and joint ventures. TTR has a joint
development and marketing agreement for music CD copy protection
with Macrovision Corporation (Nasdaq: - News). TTR's shares are
listed on the Nasdaq National Market (TTRE).

                         *   *   *  

As reported in the September 9, 2002 issue of the Troubled
Company Reporter, TTR Technologies, Inc. was notified by
The Nasdaq Stock Market, Inc. that the Company does not
currently satisfy the minimum $4.0 million net tangible assets
requirement or the minimum $10.0 million stockholders' equity
requirement for continued listing on the Nasdaq National Market.

The Company expects to present a plan to Nasdaq which is
intended to achieve and sustain compliance with the requirements
for continued listing on the Nasdaq National Market. If Nasdaq
does not find this plan acceptable, the Company's common stock
will be delisted from the Nasdaq National Market, subject to
appeal by the Company. This notification from Nasdaq is the
formal notice that the Company anticipated receiving, as was
disclosed in its Form 10-Q for the quarter ended June 30, 2002.

The Company is also currently studying the possible alternative
of applying to list its securities on the Nasdaq SmallCap
Market.

There can be no assurance that the Company will be able to
maintain its Nasdaq National Market listing or that the Company
will be able to successfully transfer to the Nasdaq SmallCap
Market.

The Company also reported that it was served with a summons and
complaint regarding a lawsuit filed in United States District
Court for the Southern District of New York alleging, among
other things, certain violations of federal securities laws by
the Company and certain of its current and former officers and
directors relating to statements made in press releases and
public conference calls. The Company is reviewing the complaint.


VIASYSTEMS GROUP: Seeks Okay on $37.5 Mill. DIP Credit Facility
---------------------------------------------------------------
Viasystems Group, Inc. and Viasystems, Inc. seeks authority from
the U.S. Bankruptcy Court for the Southern District of New York
to obtain senior secured credit and dip into their secured
lenders' cash collateral.

The Debtors tell the Court that they intend to finance ongoing
operations of their business through approximately $37.5 million
of postpetition financing to be provided by a group of lenders
led by JPMorgan Chase Bank.

The Debtors further ask the Court for interim authority to use
up to $10 million of their Prepetition Lenders' cash collateral.

The Debtors explain that they must clearly demonstrate to their
vendors and customers, and, in general, to the electronics
industry they have sufficient liquidity to operate their
respective business in the ordinary course and meet their
respective obligations to vendors, customers, and employees.
Absent borrowings under the DIP Credit Agreement, as a result of
their chapter 11 filing and already tight liquidity, the Debtors
will be viewed as incapable of properly meeting their existing
customers' needs and incapable of competing for new business.
This will have an immediate and a disastrous effect on their
financial performance and consequently, endanger their
restructuring efforts and ability to preserve the value of their
estates.

The Debtors' Prepetition Secured Financing is comprised of the
Revolving Credit Facility, the Tranche B Term Loan, the Tranche
A Chips Loan and the Tranche B Chips Loan in the original
aggregate principal amount of $628,000,000.  The Prepetition
Facility is among Group, Viasystems, Viasystems Canada Holdings,
Inc. (fka Viasystems Canada, Inc.), Print Service Holding N.V.,
and certain other of Viasystems' direct and indirect
subsidiaries, as Borrowers, and the Prepetition Lenders are J.P.
Morgan Chase Bank Canada, J.P. Morgan Chase Bank Europe Limited
and J.P. Morgan Chase Bank, as Administrative Agent.

At the Petition Date, the principal amount due under the
Existing Credit Facility is $525,219,812 plus accrued interest
of $1,462,083 and undrawn letters of credit issued under the
Existing Credit Facility of approximately of $9,000,000.

To secure the Existing Credit Facility Obligations, the Debtors
and certain of their non-Debtor subsidiaries granted liens on,
and security interests in, substantially all of their assets and
property interests. All of the cash and cash equivalents held by
the Debtors are cash collateral of the Prepetition Lenders.

In this Motion, the Debtors tell the Court that they require the
postpetition financing to fund the operations of their direct
and indirect foreign and domestic subsidiaries during their
chapter 11 cases.  If the Non-Debtor Subsidiaries are perceived
to be deprived of funds via borrowings by their parent entities
that are Debtors and their ability to continue operations at
their current level of activity is questioned, a permanent and
irreplaceable loss of value to the Debtors will likely occur.
This potential loss of the Debtors' going concern value would be
extremely harmful to the Debtors, their estates, and creditors
at this critical juncture.

The Debtors have determined that a debtor in possession credit
facility that permits the Debtors to obtain up to $37.5 million
in new working capital is critical to demonstrate they have
sufficient liquidity to operate in chapter 11, maintain their
operations, and effectuate the restructuring contemplated by the
Plan.

Recognizing their need for debtor in possession financing, the
Debtors sought proposals from certain Prepetition Lenders prior
to the solicitation of the Prepackaged Plan

The Debtors disclose that the value or the collateral the
Debtors could offer is limited because such collateral consists
of stock of subsidiaries, not hard assets or current assets
other than a modest amount of accounts receivable.  Thus, as a
practical matter, postpetition financing on a first priority
secured basis almost certainly could only be accomplished, on a
timely basis, with the consent of the Prepetition Lenders.

The Debtors believe that the knowledge possessed by Prepetition
Lenders on the Debtors' businesses will afford will afford them
to effectuate a consensual prepackaged restructuring and obtain
the exit facility needed to render the Plan feasible.

In this regard, Group, Viasystems, JPMorgan Chase, Deutsche Bank
Trust Company Americas, and JPMorgan Chase entered into a DIP
Credit Agreement pursuant to which Viasystems would be provided
a revolving credit facility of up to $37.5 million, including a
letter of credit subfacility of up to $10 million.

The Commitment will terminate, at the earliest of

     i) the date that is one year after the commencement of the
        Debtors' chapter 11 cases,

    ii) 30 days after the entry of the Interim Order if the
        Final Order has not been entered prior to the expiration
        of such 30-day period,

   iii) the substantial consummation of a plan of reorganization
        that is confirmed pursuant to an order entered by the
        Court over the Cases of the Borrower or Holdings, and

    iv) the acceleration of the Loans and the termination of the
        Commitment in accordance with the Agreement.

In this connection, the Debtors will pay:

  -- a Commitment Fee, in an amount equal to 0.50% per annum of
     the unused amount of the Commitment;

  -- an Upfront Fee of 2.0% of the aggregate commitments under
     the DIP Credit Facility, payable on the Closing Date;

  -- a letter of credit fee of 3.50% per annum on the
     outstanding face amount of each Letter of Credit plus
     customary fees for fronting, issuance, amendments and
     processing;

     - an advisory fee of $250,000;
     - a documentation agent's fee of $166,000; and
     - an annual administration fee of $50,000.

Viasystems Group, Inc. is a holding company whose principal
assets are its shares of stock of Viasystems, Inc. Viasystems,
through its direct and indirect subsidiaries, is a leading,
worldwide, independent provider of electronics manufacturing
services to original equipment manufacturers primarily in the
telecommunication, networking, automotive, consumer, industrial
and computer industries. The Debtors filed for chapter 11
protection on October 1, 2002. Alan B. Miller, Esq., at Weil,
Gotshal & Manges, LLP represents the Debtors in their
restructuring efforts. When the Companies filed for protection
from its creditors, it listed $1.6 Billion in total assets and
$1.025 Billion in total debts.


WARNACO GROUP: Negotiating For $325 Mil. Exit Financing Facility
----------------------------------------------------------------
In order to consummate the Plan, Reorganized Warnaco and its
subsidiaries will enter into one or more credit facilities which
will be used, together with cash on hand, to:

   -- repay the outstanding balance, if any, under the DIP
      Facility;

   -- repay all amounts outstanding under the Original Foreign
      Facilities;

   -- fund the working capital requirements; and

   -- provide for trade letters of credit and standby letters of
      credit.

The Company is currently negotiating an Exit Financing Facility
that is anticipated to be secured by substantially all of the
Debtors' unencumbered U.S. assets with a mandatory paydown on
asset sales feature.  The Exit Financing Facility will contain
customary affirmative and negative covenants, financial
covenants and events of default, and, in any event, is
anticipated to be on no less favorable terms to the Company than
the DIP Facility.  It is expected that the Exit Financing
Facility will consist of a revolving credit loan of $325,000,000
on these terms:

     Principal:       $325,000,000
     Maturity:        Four years
     Interest Rate:   LIBOR plus 200 basis points

This is based on discussions to date with prospective lenders.
Final rates, fees and other terms will be determined through
negotiations with the proposed lenders and are expected to be
customary for facilities of that type.  On the Effective Date,
the Debtors will borrow funds under the Exit Financing Facility
in amounts which, together with other cash on hand, will be
sufficient to pay all Cash Distributions to be made under the
Plan. (Warnaco Bankruptcy News, Issue No. 34; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  


WARREN ELECTRIC: Bankruptcy Court Allows Use of Cash Collateral
---------------------------------------------------------------
Warren Electric Group received U.S. Bankruptcy Court approval to
regain use of its cash collateral. This action will allow Warren
Electric to immediately resume product deliveries to its
customers and to purchase additional inventories for stock from
its suppliers.

"This action by the Court will allow us to immediately resume
service to our customers," said Cheryl L. Thompson Draper,
chairman, president and chief executive officer of Warren
Electric. "After filing for Chapter 11 protection last week we
are pleased to be able to return to normal operations as we
complete our reorganization plan. The foremost goal in our mind
is to service our customers at the level they have come to
expect from Warren Electric Group over the years, and this step
by the Court allows us to deliver on that goal."

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 (WBENC)
and is the largest woman owned business in the markets it
serves.


WORLDCOM: Wants to Assume & Assign EDS Outsourcing Subcontract
--------------------------------------------------------------
Lori R. Fife, Esq., at Weil Gotshal & Manges LLP, in New York,
recounts that on October 20, 2000, Worldcom Inc., together with
its debtor-affiliates and EDS Customer Relationship Management
Inc. entered into a purchase agreement pursuant to which
WorldCom transferred to EDS certain assets, including, inter
alia, physical assets, employees and material contracts
associated with the Debtors' call center business. Although many
customers with whom the Debtors had contracted to provide call
center services consented to the assignment of their contracts
to EDS, a number of the Debtors' customers, including Chrysler
Financial Company LLC, did not.

Because Chrysler and other call center customers were neither
willing nor required to consent to the assignment of their
contracts to EDS, Ms. Fife relates that the Debtors and EDS
entered into the Call Center Outsourcing Subcontract Agreement
pursuant to which EDS agreed to act as a subcontractor of the
Debtors by providing call center services to certain of its
customers.  Under the terms of the Subcontract, EDS has
functioned, and continues to function, as a subcontractor to the
Debtors in performing its obligations to Chrysler under that
certain Call Center Services Agreement by and between Chrysler
and MCI WorldCom Communications, Inc., dated December 3, 1998,
as amended.  Although EDS is a subcontractor who performs the
Debtors' contract obligations to Chrysler, the Debtors
nonetheless remains liable to Chrysler for any performance
failures by EDS.

Ms. Fife informs the Court that the Debtors receives revenues
from Chrysler under the terms of the Contract, and those
revenues are, in turn, payable by the Debtors to EDS under the
terms of the Subcontract.  The Debtors does not earn a profit on
the Contract and it remits substantially all revenues received
under the Contract to EDS.  Accordingly, the Debtors does not
benefit from the Contract despite its ongoing exposure to
liability for performance failures by EDS.

The Debtors seek the Court's authority to assume and assign the
Contract to EDS pursuant to Section 365 of the Bankruptcy Code.

Chrysler supports the proposed assumption and assignment of the
Contract to EDS due to the fact that:

-- the provision of services by EDS directly to Chrysler will
   result in cost savings, and

-- Chrysler prefers to directly contract with a counterparty
   that is not a debtor-in-possession.

Because the assumption and assignment of the Contract to EDS
will benefit the Debtors' estates by extinguishing their
exposure to liabilities arising under the Contract and will
engender the goodwill of Chrysler -- a client from whom the
Debtors receive $80,000,000 a year in revenues under the terms
of a General Services Agreement -- the Debtors assert that the
assumption and assignment of the Contract to EDS in is the best
interests of their estates.

Ms. Fife assures the Court that there are currently no defaults
by either party to the Contract and no cure payments will be
payable by either the Debtors or their estates upon the
assumption and assignment of the Contract to EDS.  Although the
Debtors will no longer receive payments from Chrysler under the
terms of the Contract, the Contract does not benefit the Debtors
because the Contract payments are largely repayable to EDS
pursuant to the Subcontract.

Under the terms of the proposed assumption and assignment of the
Contract, Ms. Fife explains that all parties will be forever
barred from asserting against the Debtors or their estates any
cure or other amounts relating to either the Contract or that
portion of the Subcontract that relates to the Contract, save
and except for those prepetition amounts incurred by the Debtors
and owing to EDS under the terms of the Subcontract for services
rendered by EDS to Chrysler.  The assignment of the Contract to
EDS will constitute adequate assurance of future performance of
the Contract.

Ms. Fife asserts that the "business judgment" standard is
clearly satisfied in this case because assumption and assignment
of the Contract will:

-- eliminate the Debtors' exposure to ongoing liabilities
   arising under the Contract, and

-- obviate the Debtors' need to reject the Contract, thereby
   avoiding any rejection damage claims associated therewith.    
   (Worldcom Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
   Service, Inc., 609/392-0900)   

DebtTraders reports that Worldcom Inc.'s 8.000% bonds due 2006
(WCOM06USN1) are trading between 12.75 and 13.25 . See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOM06USN1
for real-time bond pricing.    


XO: Stroock Asks to Apply Retainer to Committee's Legal Bills
-------------------------------------------------------------
Stroock & Stroock & Lavan LLP seeks limited relief from the
automatic stay to apply a retainer received from XO
Communications, Inc. before the Petition Date in relation to its
representation of the Ad Hoc Committee of Holders of the 5.75%
Subordinated Notes issued by XO.

Stroock represented the Ad Hoc Committee in connection with an
out-of-court financial restructuring of XO.  XO and Stroock
entered into a Retainer Agreement dated February 20, 2002.  XO
agreed to compensate Stroock for its reasonable fees and
expenses during the period December 10, 2001 through June 12,
2002, based upon customary hourly rates charged by Stroock, but
XO's obligation is capped at $200,000 under the Retainer
Agreement.  At that time, Stroock's hourly rates ranged from $55
to $210 for paraprofessionals, $160 to $450 for associates and
$425 to $695 for partners.

Upon execution of the Retainer Agreement, XO delivered to
Stroock a $25,000 retainer.  XO agreed to maintain the Retainer
during the course of Stroock's representation of the Ad Hoc
Committee.

Pursuant to the Retainer Agreement, Stroock:

a. advised the Ad hoc Committee with respect to its rights,
   duties and powers in connection with the possible
   restructuring of XO;

b. assisted and advised the Ad hoc Committee in its
   consultations with XO in connection with the possible
   restructuring of XO;

c. assisted with the Ad hoc Committee's investigation of the
   assets, liabilities and financial condition of the Company
   and of the operation of XO's business;

d. assisted and advised the Ad hoc Committee through
   communications with the informal committee of senior
   Noteholders in connection with the possible restructuring of
   XO; and

e. represented the Ad hoc Committee in discussions with XO.

XO paid the bills submitted by Stroock.  As of the Petition
Date, Stroock had received $47,792.96 from XO but was owed
$28,420.65 for outstanding fees and expenses.

Stroock wants to apply the retainer to setoff the amount it is
owed as of the Petition Date.  But Sections 362(a)(4) and (7) of
the Bankruptcy Code automatically stay Stroock from doing so
because the Retainer is arguably property of the Debtor's
bankruptcy estate.

Therefore, Stroock asks the Court for relief from the automatic
stay.  Christopher R. Donoho, III, Esq., at Stroock, asserts
that:

-- Section 553 of the Bankruptcy Code expressly preserves
   Stroock's common law right to set off the Retainer against
   the Prepetition Claim;

-- Section 362(d)(2) of the Bankruptcy Code provides that the
   court will grant relief from the stay if the Debtor does not
   have any equity in the property and the property is not
   necessary to an effective reorganization; and

-- Section 362(d)(1) of the Bankruptcy Code provides for relief
   from the automatic stay for cause.

In this case, Mr. Donoho points out that, the requirements for
relief are all met.  The Debtor does not have any equity in the
Retainer because Stroock's prepetition claim exceeds the amount
of the Retainer, and the Retainer is not necessary for an
effective reorganization of the Debtor.  In addition, the
Prepetition Claim is secured up to the amount of the Retainer,
Mr. Donoho tells the Court.

Thus, Mr. Donoho asserts that Stroock is entitled to relief from
the stay to apply the Retainer against the prepetition claim.
(XO Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


* BOOK REVIEW: The ITT Wars: An Insider's View of Hostile
               Takeovers
---------------------------------------------------------
Author:      Rand Araskog
Publisher:   Beard Books
Soft cover:  236 pages
List Price:  $34.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at:
http://amazon.com/exec/obidos/ASIN/1893122832/internetbankrupt  

This book was originally published in 1989 when the author was
Chairman and Chief Executive Officer of ITT Corporation, a $25
billion conglomerate with more than 100,000 employees and
operations spanning the globe with an amazing array of
businesses: insurance, hotels, and industrial, automotive, and
forest products.  ITT owned Sheraton Hotels, Caesars Gaming, one
half of Madison Square Garden and its cable network, and the New
York Knickerbockers basketball and the New York Rangers hockey
teams.  The corporation had rebounded from its troubles of the
previous two decades.

Araskog was made CEO in 1978 to make sense of years of wild
acquisition and growth. Under Harold Geneen, successor to ITT's
founder and champion of "growth as business strategy," ITT's
sales had grown from $930 million in 1961 to $8 billion in 1970
and $22 billion in 1979.  It had made more than 250 acquisitions
and had 2,000 working units.  (It once acquired some 20
companies in one month).

ITT's troubles began in 1966, when it tried to acquire ABC.  
National sentiment against conglomerates had become endemic; the
merger became its target and was eventually abandoned.  Next
came a variety of allegations, some true, some false, all well
publicized: funding of Salvador Allende's opponents in Chile's
1970 presidential elections; influence peddling in the Nixon
White House; underwriting the 1972 Republican National
Convention.  ITT's poor handling of several antitrust cases was
also making headlines.

Then came recession in 1973.  ITT's stock plummeted from 60 in
early 1973 to 12 in late 1974.  Geneen found himself under fire
and, in Araskog's words, the "succession wars" among top ITT
officers began.  Geneen was forced out in 1977, and Araskog,
head of ITT's Aerospace, Electronics, Components, and Energy
Group, with more than $1 billion in sales, won the CEO prize a
year later.

Araskog inherited a debt-ridden corporation.  He instituted a
plan of coherent divesting and reorganization of the company
into more manageable segments, but was cut short by one of the
first hostile bids by outside financial interests of the 1980s,
by businessmen Jay Pritzker and Philip Anschutz.  This book is
the insider's story of that bid.

The ITT Wars reads like a "Who's Who" of U.S. corporations in
the 1970s and 1980s. Araskog knew everyone.  His writing
reflects his direct, passionate, and focused management style.  
He speaks of wars, attacks, enemies within, personal loyalty,
betrayal, and love for his company and colleagues.  In the
book's closing sentences, Araskog says, "We fought when the odds
were against us.  We won, and ITT remains one of the most
exciting companies of the twentieth century.  We hope to keep
the wagon train moving into the twenty-first century and not
have to think about making a circle again.  Once is enough."
Araskog wrote a preface and postlogue for the Beard Books
edition, and provides us with ten years of perspective as well
as insights into what came next.  In 1994, he orchestrated the
breakup of ITT into five publicly traded companies.  Wagon
circling began again in early 1997 when Hilton Hotels made a
hostile takeover offer for ITT Corporation. Araskog eventually
settled for a second-best victory, negotiating a friendly merger
with The Starwood Corporation, in which ITT shareholders became
majority owners of Starwood and Westin Hotels, with the
management of Starwood assuming management of the merged entity.

Today Mr. Araskog continues to serve on the boards of the four
corporations created from ITT, as well as on the boards of Shell
Oil Company and Dow Jones, Inc.  He heads up his own investment
company with headquarters on Worth Avenue, in Palm Beach,
Florida.

                          *********

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

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

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

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

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

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

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

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

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

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

                *** End of Transmission ***