TCR_Public/021007.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, October 7, 2002, Vol. 6, No. 198


ADELPHIA COMMS: Court Okays Lazard Freres as Investment Bankers
AES IRONWOOD: S&P Removes Bonds from Watch & Affirms BB- Rating
AES CORP: Fitch Downs Ratings on Sr. Unsec. Notes to B from BB-
ALLMERICA: Management to Discuss Strategic Alternatives Today
ALTERNATE MARKETING: Nasdaq Knocks-Off Shares Effective Oct. 3

AMERICAN SKIING: Resolves Loan Defaults with Textron Financial
AMES DEPT: Seeks to Implement Wind-Down Program for Employees
ANC RENTAL: Wants to Consolidate Operations at St. Louis Airport
ARMSTRONG: Wants Lease Decision Period Extension Until July 14
BAC FLORIDA BANK: Fitch Assigns BB+ Long-Term Deposit Rating

BANYAN STRATEGIC: Extends Northlake Asset Closing Date to Oct 10
BEAR STEARNS: Fitch Rates 6 P-T Certs. Classes at Low-B Level
BETHLEHEM STEEL: Wants to Enter into Insurance Program with AIG
BION ENVIRONMENTAL: BDO Seidman Voices Going Concern Doubt
BUDGET GROUP: Committee Signs-Up Ashby & Geddes as Local Counsel

BURLINGTON: Retains Appraisers Associated for Stonewall Assets
CARIBBEAN PETROLEUM: Taps Gaztambide as Real Property Appraisers
CE GENERATION: S&P Cuts Rating on $356-Mill. Senior Debt to BB-
CELLSTAR CORP: Expects to Redeem All 5% Conv. Notes by Oct. 15
CIRTRAN: Posts $4.6MM Working Capital Deficit at March 31, 2002

COLD METAL: Reviewing Permanent Reopening of Indianapolis Plant
COMMUNICATION DYNAMICS: Seeks to Pay Prepetition Shipping Claims
DADE BEHRING: Consummates Debt Workout & Exits Ch. 11 Bankruptcy
DADE BEHRING: Appoints New Seven-Member Board of Directors
ELEC COMMS: Annual Shareholders' Meeting to Convene on Nov. 26

EMMIS COMMS: Surpasses Fiscal Second Quarter Earnings Guidance
ENCOMPASS SERVICES: Trading on Pink Sheets Under ESVN Symbol
ENRON: Manatt Phelps Seeking Relief from Compensation Orders
EOTT ENERGY: Interest Nonpayment Spurs S&P to Drop Rating to D
ERIE MUNICIPAL: S&P Hatchets Rating to BB+ Over Credit Concerns

EXTRACTION TECH.: Accepting Sealed Bids for Assets Until Oct. 24
FEDERAL-MOGUL: Equity Committee Turning to Deloitte for Advice
FRUIT OF THE LOOM: Wants More Time to File Claim Objections
GALEY & LORD: Cuts Undrawn DIP Facility to $75 Million
GENCORP INC: Reports Improved Performance for 3rd Quarter 2002

HAYES LEMMERZ: Asks Court to Disallow 34 Added Duplicate Claims
HYDROGIENE CORP: Auditors Working to Reconstruct Fin'l Records
INDIA GROWTH: Board Adopts Plan of Liquidation and Dissolution
LAND O'LAKES: Schedules Third Quarter Earnings Call for Oct. 24
LANGSTON CORP: Selling Real Property Assets to OPG Acquisitions

LA PETITE ACADEMY: Fails to Beat Deadline for Form 10-K Filing
LEGACY HOTELS: Will Release Q3 Earnings on October 17, 2002
LIFEGUARD LIFE: S&P Assigns 'R' Financial Strength Rating
LOCATEPLUS: Seeking New Financing to Fund Planned Operations
LODGIAN INC: DDL-Kinser Wants More Time to Make 1111(b) Election

MACE SECURITY: Falls Below Nasdaq Minimum Listing Requirements
MARINER: Stipulation Lifts Injunction Against Class Claims
MCDERMOTT INT'L: Will Publish 3rd Quarter Results Around Nov. 6
MEDCOMSOFT INC: Reaches Agreement to Resolve Dispute with Lamsak
METATEC INT'L: Selling European CD-ROM Operations to Nimbus

MISSISSIPPI CHEMICAL: Fitch Junks Senior Unsecured Debt Ratings
MWAVE INC: Fails to Meet Nasdaq Continued Listing Requirements
NORTEL NETWORKS: Revamps Organization to Streamline Structure
NOVO NETWORKS: Bankruptcy Filing Prompts Going Concern Doubt
PAYLESS CASHWAYS: Wants Approval to Use CIBC's Cash Collateral

PEREGRINE SYSTEMS: Appoints Berger & Associates as Claims Agent
PHAR-MOR INC: Fails to Make Timely Form 10-K Filing with SEC
POPE & TALBOT: Closes Exchange Offer for Debt Securities
PROTECTION ONE: Westar Forms Special Committee to Conduct Probe
REPEATER TECHNOLOGIES: Files for Chapter 7 Liquidation in Calif.

SENTO CORP: Board of Directors Recommends 1-For-4 Reverse Split
SMARTDISK CORP: Requests NASDAQ Hearing re Listing Compliance
THINKPATH INC: Commences Trading on OTCBB Effective October 4
THOMSON KERNAGHAN: Morgis Appeals Ontario Court Decision re IDA
US AIRWAYS: First Meeting of Creditors Set for October 22, 2002

VIRAGEN INC: Accountants Doubt Ability to Continue Operations
WICKES INC: Commences Trading on Nasdaq SmallCap Effective Oct 4
WORLDCOM: Examiner Gains Court Nod to Tap Kilpatrick as Counsel
XCEL ENERGY: Awaiting Temporary Equity Ratio Waiver from SEC

* Jefferies Brings-In Lane Genatowski to Head Global Power Group

* BOND PRICING: For the week of October 7 - October 11, 2002


ADELPHIA COMMS: Court Okays Lazard Freres as Investment Bankers
Judge Gerber authorizes Adelphia Communications and its debtor-
affiliates to employ and retain Lazard as its investment banker
provided that all of the provisions between Lazard and the
Debtors concerning Lazard's services related to any transaction
involving the sale of the Debtors' assets is deleted, without
prejudice to Lazard or the Debtors at a later time to seek to
expand the scope of Lazard's employment to include asset sales
and to seek approval of a compensation structure.  The
Application and Engagement Letter are further modified so that
commencing with the monthly fee payable on September 22, 2002,
the monthly fee provided for in the Engagement Letter is
increased from $225,000 to $275,000; and that the In-Court
Restructuring Fee will be reduced to $13,000,000 from

In addition, Judge Gerber permits the Debtors to indemnify and
hold harmless Lazard and its affiliates, their respective
directors, officers, agents, employees and controlling persons,
and each of their respective successors and assigns, pursuant to
the indemnification provisions of the Lazard Agreement, subject
to these conditions:

-- all requests of Indemnified Persons for payment of indemnity,
    contribution or otherwise pursuant to the indemnification
    provisions of the Lazard Agreement will be made by means of
    an interim or final fee application and will be subject to
    the approval of, and review by, the Court to ensure that
    payment conforms to the terms of the Lazard Agreement, the
    Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy
    Rules, and the orders of this Court and is reasonable based
    upon the circumstances of the litigation or settlement in
    respect of which indemnity is sought; provided, however, that
    in no event will an Indemnified Person be indemnified or
    receive contribution to the extent that any claim or expense
    has resulted from the bad-faith, self-dealing, breach of
    fiduciary duty, if any, gross negligence or willful
    misconduct on the part of that or any other Indemnified

-- in no event will an Indemnified Person be indemnified or
    receive contribution or other payment under the
    indemnification provisions of the Lazard Agreement if the
    Debtors, their estates, or the statutory committee of
    unsecured creditors assert a claim, to the extent that the
    Court determines by final order that the claim arose out of
    bad-faith, self-dealing, breach of fiduciary duty, gross
    negligence, or willful misconduct on the part of any
    Indemnified Person;

-- Lazard agrees that, without the prior written consent of the
    Debtors, Lazard will not settle, compromise or consent to the
    entry of any judgment in any pending or threatened claim,
    action, or proceeding or investigation in respect of which
    indemnification or contribution could be sought; and

-- in the event an Indemnified Person seeks reimbursement for
    attorneys' fees from the Debtors pursuant to the Lazard
    Agreement, the invoices and supporting time records from the
    attorneys will be annexed to Lazard's own interim and final
    fee applications, and the invoices and time records will be
    subject to the United States Trustee's guidelines for
    compensation and reimbursement of expenses and the approval
    of the Bankruptcy Court under the standards of Section 330 of
    the Bankruptcy Code without regard to whether the attorney
    has been retained under Section 327 of the Bankruptcy Code.

As part of the restructuring process, the ACOM Debtors' Special
Committee retained Lazard to provide general restructuring
advice including but not limited to possible Sales and Financing
Transactions.  Lazard will perform similar services during these
reorganization cases.

The Engagement Letter contemplates that Lazard will provide
these investment banking services to the Debtors in these
chapter 11 cases:

A. Reviewing and analyzing the Company's business, operations
    and financial projections;

B. Evaluating the Company's potential debt capacity in light of
    its projected cash flows;

C. Assisting in the determination of an appropriate capital
    structure for the Company;

D. Determining a range of values for the Company on a going
    concern basis;

E. Advising the Company on tactics and strategies for
    negotiating with the holders of the Existing Obligations;

F. Rendering financial advice to the Company and participating
    in meetings or negotiations with the Stakeholders and/or
    rating agencies or other appropriate parties in connection
    with any restructuring, modification or refinancing of the
    Company's Existing Obligations;

G. Advising the Company on the timing, nature, and terms of new
    securities, other consideration or other inducements to be
    offered pursuant to the Restructuring;

H. Advising and assisting the Company in evaluating potential
    capital markets transactions of public or private debt or
    equity offerings by the Company, and, on behalf of the
    Company, evaluating and contacting potential sources of
    capital as the Company may designate and assisting the
    Company in negotiating a Financing Transaction;

I. Assisting the Company in preparing documentation within
    Lazard's area of expertise that is required in connection
    with the Restructuring of the Existing Obligations;

J. Assisting the Company in identifying and evaluating
    candidates for a potential Sale Transaction, advising the
    Company in connection with negotiations and aiding in the
    consummation of a Sale Transaction;

K. Advising and attending meetings of the Debtors' Board of
    Directors and its committees;

L. Providing testimony, as necessary, in any proceeding before
    the Bankruptcy Court; and

M. Providing the Company with other general restructuring
    advice. (Adelphia Bankruptcy News, Issue No. 19; Bankruptcy
    Creditors' Service, Inc., 609/392-0900)

AES IRONWOOD: S&P Removes Bonds from Watch & Affirms BB- Rating
Standard & Poor's Ratings Services removed AES Ironwood L.L.C.'s
$308.5 million senior secured bonds from CreditWatch developing,
where they were placed on July 26, 2002. At the same time,
Standard & Poor's affirmed its double-'B'-minus rating and
assigned anegative outlook on the bonds. The CreditWatch removal
reflects the recent letter agreement AES Ironwood and Williams
Companies Inc. (single-'B'-plus/CreditWatch negative), entered
into related to Williams' compliance with the guarantee
requirements of the tolling agreement. Williams is the guarantor
of the payment and performance obligations of Williams Energy
Marketing and Trading Company under the long-term tolling
agreement with AES Ironwood.

Pursuant to the letter agreement, Williams posted a $35 million
one-year (evergreen) irrevocable standby letter of credit issued
by Citibank N.A. AES Ironwood has accepted the letter agreement
and the LOC as meeting the requirement of alternate additional
security under the tolling agreement.

"We do not view the additional security provided by this LOC and
the letter agreement to change the project's rating," said
credit analyst Elif Acar. "Mainly, the project is exposed to
Williams' payment risk, since Williams is the sole off taker of
the entire output of the facility. The project's ratings are
supported at the double-'B'-minus level rather than at Williams'
rating based on the project's ability to generate some cash flow
as a merchant power plant, albeit subject to the volatility of a
competitive environment," continued Ms. Acar.

Standard & Poor's performed its net revenue analysis to test the
plant's competitiveness in a fully merchant market and
determined that the project's financial cushion is adequate for
a double-'B'-minus.

Standard & Poor's also examined the plant's competitiveness in
the next 12 months under a pure merchant scenario using the PJM
West forward electricity prices as published by Platts. The
average forward prices alone over the next 12 months do not
allow the project to cover debt service fully. However, in this
scenario, Standard & Poor's assumes that the project will be
entitled to draw on the $35 million LOC provided by Williams,
which will help the project to fully cover debt service and
generate additional cash flow.

The weak credit quality of the project's offtaker raises the
possibility of a merchant scenario and the low electricity
prices in the current market lead Standard & Poor's to decide
that the outlook is negative.

AES CORP: Fitch Downs Ratings on Sr. Unsec. Notes to B from BB-
Fitch Ratings lowered the ratings of The AES Corp.'s senior
unsecured notes to 'B' from 'BB-' in response to the announced
launch of a $1.6 billion multi-tranche three-year senior secured
credit facility (senior credit facility) and offer to exchange
up to $500 million of senior notes with a combination of cash
and secured notes. Fitch also lowered the ratings of AES's
senior subordinated notes to 'B-' from 'B' and convertible
junior debentures and trust preferred convertible preferred
securities to 'CCC+' from 'B-' while leaving the ratings of its
senior subordinated and junior subordinated notes unchanged at
'B-'. AES's ratings remain on Rating Watch Negative. Due to
Fitch's policy regarding the linkage of ratings of subsidiaries
with those of a lower-rated parent, Fitch has also lowered the
ratings of AES's subsidiary IPALCO Enterprises and but left
unchanged the ratings of Indianapolis Power and Light (IP&L), as
shown in the table below. These ratings are also placed on
Rating Watch Negative, reflecting the companies' ongoing
exposure to AES. The ratings of CILCORP and Central Illinois
Light Company remain unchanged and on Rating Watch Evolving
pending completion of their committed sale to Ameren
Corporation, subject to certain regulatory approvals.
Fitch views the proposed transactions as a positive step for AES
Corp. with the prospect to eliminate grave refinancing risks
that currently overshadow the corporate credit. If the bank
refinancing and exchange offer are successful, AES will have
minimal debt maturities until the fourth quarter of 2005.
Assuming that AES is successful in closing the senior credit
facility and the exchange offer, Fitch expects to rate the
senior secured bank facility and the senior notes 'BB-', remove
the Negative Rating Watch. The Rating Outlook would then be
Stable on the senior notes and bank facility. On the other hand,
if these transactions fail, the newly assigned 'B' senior
unsecured rating may be further reduced to reflect the company's
imminent liquidity crisis and refinancing risk.

Proceeds from the senior bank facility will be used to replace
the following existing facilities: $850 million revolver due
March 2003, $425 million term loan due August 2003, $262.5
million term loan to AES subsidiary AES EDC Funding II L.L.C.
with a current effective maturity date of July 2003, and the
EUR$52.3 million letter of credit facility. AES is making two
exchange offers - firstly to exchange its $300 million 8.75%
senior notes due December 2002 with an offer combining 50% cash
redemption at par and 50% secured notes due 2005 and secondly an
offer to exchange its $200 million 7.375% remarkable and
redeemable securities due 2013 with its first remarketing date
in June 2003 with $200 million of secured notes due 2005. Both
the senior secured bank facility and the secured notes will be
secured equally and ratably by all of the capital stock of each
of the first tier domestic subsidiaries, which act as
intermediate holding companies for AES' operating companies, and
65% of the capital stock of each material first tier foreign
subsidiaries. While the revolver maintains exclusive upstream
guarantees from certain subsidiaries of AES, the new senior
secured notes and the new senior secured bank facility will be
subject to mandatory prepayment from asset sales.

AES's ratings reflect Fitch's notching policy and the relatively
thin residual equity coverage expected to be afforded to the
existing debt classes after paying off the senior secured
noteholders and senior credit facility lenders. In the next two
years, relieved from the burden of heavy debt maturities, the
company plans to pay down the restructured debt using excess
parent operating cash flow and proceeds from more asset sales.
Barring any further unforeseen deterioration in AES' businesses
worldwide, the company's credit metrics are expected to
stabilize and see potential for improvement in late 2003/early

The revised ratings of IPALCO are as follows:


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

      -- Rating remains on Rating Watch Negative.

Ratings of the following subsidiaries remain unchanged :


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

      -- Senior unsecured debt 'BB+';

      -- Preferred stock 'BB+';

      -- Ratings remain on Rating Watch Negative.


      -- Senior unsecured debt 'BBB-';

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


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

      -- Senior unsecured debt 'BBB-';

      -- Preferred stock 'BBB-';

      -- Commercial paper 'F2';

      -- Ratings remain on Rating Watch Evolving.

The AES Corp., founded in 1981, is among the world's largest
power developers. It generates and distributes electricity and
is also a retail marketer of heat and electricity. AES owns or
has an interest in 182 plants, with more than 63,000 megawatts,
in 31 countries and also distributes electricity in 11 countries
through 21 distribution companies.

DebtTraders reports that AES Corporation's 10.250% bonds due
2006 (AES06USR1) are trading between 33 and 36. See
real-time bond pricing.

ALLMERICA: Management to Discuss Strategic Alternatives Today
Allmerica Financial Corporation (NYSE: AFC) will webcast a
conference call discussing the strategic alternatives for the
company's life and annuity operations today, October 7 at 10:00
a.m. Eastern Time through the Allmerica Web site at

Those who would like to listen to the conference call should go
to the web site 15 minutes prior to the start of the call to
register, download, and install any necessary audio software.

Allmerica is the holding company for a diversified group of
insurance and financial services companies headquartered in
Worcester, Mass.

                          *    *    *

As reported in Troubled Company Reporter's October 1, 2002
edition, Standard & Poor's lowered its counterparty credit
rating on Allmerica Financial Corp., to double-'B' from triple-
'B' and placed it on CreditWatch with negative implications
following AFC's announcement that its life company operations
are expected to report declines in statutory surplus in the
third quarter because of increased guaranteed minimum death
benefit reserves, lower fee income, and higher acquisition

Standard & Poor's also said that it lowered and placed on
CreditWatch negative its ratings on various AFC operating

ALTERNATE MARKETING: Nasdaq Knocks-Off Shares Effective Oct. 3
The Nasdaq Stock Market, Inc., delisted the common shares of
Alternate Marketing Networks, Inc., (Nasdaq: ALTM) from the
Nasdaq SmallCap Market at the opening of business on October 3,

Alternate Marketing Networks said that the Company's shares are
fully eligible for immediate trading on the Over-the-Counter
Bulletin Board -- a regulated quotation
service that displays real-time quotes, last sales prices and
volume for more than 3,600 securities.

The Company intends to continue submitting corporate filings
with the Securities and Exchange Commission.

Alternate Marketing Networks said its board of directors is
examining the feasibility of a future listing on the Nasdaq
SmallCap Market, AMEX or the new Bulletin Board Exchange (BBX)
that Nasdaq plans to launch in 2003.

"Though we are disappointed about Nasdaq's ruling, we are
confident in the direction we have chosen," said Phillip Miller,
chairman of Alternate Marketing Networks.  "Our recent
acquisition of Hencie continues to present new growth
opportunities for the company.  We believe the OTC-BB will
provide sufficient liquidity for our investors over the near
term, but we are also exploring the possibility of other
quotations systems and exchanges to list our stock over the long

The Company said the delisting from Nasdaq follows a notice
received earlier this year.  On August 8, 2002, Alternate
Marketing Networks reported that it had received a Nasdaq Staff
Determination indicating that the Company's securities were
subject to delisting from the Nasdaq SmallCap Market because the
Staff believed that the previously announced acquisition of
Hencie, Inc., constituted a "reverse merger" under Marketplace
Rule 4330(f) and required the Company to satisfy Nasdaq's
initial listing requirements in order to remain listed.  In
September 2002, the Company appealed the Staff Determination at
a hearing before a Nasdaq Listing Qualifications Panel.

Alternate Marketing Networks -- is
a single-source provider of technology outsourcing and marketing
services that offers a broad range of products and services.
The Company recently acquired Hencie, Inc., an Oracle Corp.,
e-business solutions and applications provider. Alternate
Marketing Networks offers comprehensive services in three
primary areas:  advertising and marketing, logistics, and
technology services. Alternate Marketing Networks serves the
newspaper, consumer package goods, automotive, technology,
discrete manufacturing, distribution, energy, travel and
hospitality industries.

AMERICAN SKIING: Resolves Loan Defaults with Textron Financial
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 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, 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.

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,

AMES DEPT: Seeks to Implement Wind-Down Program for Employees
"In light of the critical, time-intensive employment services
[Ames Department Stores, Inc., and its debtor-affiliates] while
they wind down their business, the Debtors consider it vital
that their employees have an incentive to continue working
throughout the wind-down process," according to Deryck A.
Palmer, Esq., at Weil, Gotshal & Manges LLP, in New

To this end, the Debtors, in concurrence with the Unsecured
Creditors Committee, formulated an employee severance,
retention, and performance incentive program in connection with
the wind down of their business.  Mr. Palmer explains that the
Wind-Down Severance, Retention, and Incentive Program is
necessary to provide incentives to retain key employees during
the Debtors' wind-down of operations and, thereby:

    (a) ensure an orderly monetization of assets;

    (b) motivate key employees to maximize the value of the
        estates for the Debtors' creditors; and

    (c) provide reasonable post-employment protection for those
        employees asked to remain with the Debtors and to forego
        current employment opportunities despite that their
        employment will ultimately be terminated and their
        positions eliminated in the near future.

The Program is the Debtors' way of saying "thank you" to their
employees for bearing with them through thick or thin.

"It is beyond question that store-level employees are the
'lifeblood' of any retailer," Mr. Palmer remarks.  In the
current context of the Debtors' liquidation, Mr. Palmer tells
Judge Gerber that the store-level employees are also the
"backbone" of successfully running the GOB Sales.

"The proposed Severance Pay Program is not only the humane
action to take for these employees -- many of whom live from
paycheck to paycheck -- but also will help ensure that these
necessary employees remain for the duration of their required
service," Mr. Palmer says.  Thus, the Debtors ask Judge Gerber
to permit them to implement the Program.

         Four Components Under the Wind-Down Severance,
                 Retention, and Incentive Program

A. Severance Pay Program

    The accrued vacation and severance payments covers 21,000
    store-level employees, home office employees, and field staff
    terminated on or after August 14, 2002.  This Program
    provides that employees will initially receive:

       (a) 100% of their accrued vacation; and

       (b) a severance payment equal to:

             (i) 40% of their severance amount calculated based
                 on the Debtors' historical severance policy for
                 non-officers; and

            (ii) 25% of their severance amount calculated based
                 on the Debtors' historical severance policy or
                 contracts, where applicable, for officers.

    The aggregate amount of payment obligations under the
    Severance Pay Program will not exceed $25,600,000.  However,
    Mr. Palmer notes that:

    -- to the extent of the estate's financial capacity, at the
       conclusion of the wind-down process, participants to this
       Program will ultimately receive severance and vacation
       payments up to the full amount due pursuant to the
       Debtors' current severance plan or by contract, not to
       exceed $56,800,000 in total;

    -- to the extent the estate is administratively insolvent,
       the Participants will receive less than the full amount
       due to them.  However, they will receive their pro rata
       portion of obligations due under the Severance Pay Program
       and will be treated as having allowed claims for any
       unpaid balance; and

    -- should additional severance payments be made, those
       officers who initially received 25% of severance will
       first be brought to the 40% level before additional pro
       rata payments are made to other participating employees.

B. Key Employee Retention Program

    This Program provides for cash payments to 120 Key Employees
    in the form of enhanced base salary, calculated on a weekly
    basis, commencing on November 1, 2002.  Mr. Palmer explains
    that these 120 Key Employees are considered the Debtors'
    wind-down team and work in areas like:

* Asset Protection  * Finance      * Information Technology

* Human Resources   * Real Estate  * Legal

    -- for salaried employees, compensation under this Program
       will be one week's base salary for each week worked during
       the wind-down period; and

    -- for hourly employees, compensation under the Program will
       be 1/2 week's base salary for each week worked during the
       wind-down period, not to exceed a 40-hour work week.

    Retention Payments will vest upon the earlier of:

       (a) employment termination, other than for cause; or

       (b) completion of the wind-down period.

    Payments will be made upon termination.

    Mr. Palmer also relates that any Key Employee who voluntarily
    leaves the Debtors' employ prior to his release date will
    forfeit his rights under the Key Employee Retention Plan and
    Severance Pay Program.  But if a Key Employee is released by
    the Debtors for any reason other than cause prior to his
    original release date, that Key Employee will be paid his
    severance and retention award earned to the earlier release
    date.  The Key Employee will receive half of the retention
    amount that would have been earned for the period not
    actually worked.  The base pay would not continue but would
    cease at the termination date.

    Under this Program, Key Employees, if any, who are asked to
    stay beyond August 31, 2003 will be entitled to receive on
    September 1, 2003 half of the amount of Retention Payment
    then accrued.  The balance of the Retention Payment will be
    payable when the Key Employee's services are no longer
    required and employment is terminated by the Debtors.

    To the extent applicable, the Debtors will ensure that the
    Key Employees retained after November 1, 2002 will continue
    to receive their medical benefits or have available
    substantially similar medical benefits to those that were in
    effect prior to August 14, 2002.  In addition, Mr. Palmer
    says, those officers terminated whose contracts entitle them
    to one year of continued medical benefits will have the right
    to similar medical benefits as provided in their respective
    employment agreements.

C. Performance Incentive Program

    The Performance Incentive Program is designed for a limited
    number of Key Employees to provide additional incentive
    awards to maximize the recovery for unsecured claimholders.
    The Program will provide for a pool of funds based on the
    expected recovery percentage for administrative and general
    unsecured creditors.  The pool will be administered solely by
    the President of Ames Department Stores, Inc., who will
    determine what awards are to be made subject to agreed upon
    targets and goals to be set by the Committee.  The program
    will be submitted for Court approval as promptly as possible.

D. Key Management Executives Program

    Key management employees will be guaranteed to receive a
    minimum of one year's base salary plus a retention bonus
    equal to an additional year's base salary, regardless of the
    date on which they are terminated.

    The key management employees are:

    -- Rolando de Aguiar, President of Ames Department Stores

       Mr. de Aguiar's employment is guaranteed for a minimum of
       one year commencing September 1, 2002.  Upon termination,
       other than for cause or voluntary resignation, Mr. de
       Aguiar's severance arrangement will be the greater of:

       (a) 25% of the severance to which he is currently entitled
           pursuant to his Employment Agreement with the Debtors
           dated March 23, 1999, as amended; or

       (b) the level of severance paid to other officer-level

       Mr. de Aguiar also will be paid Retention Payments on a
       weekly basis.

       Additionally, Mr. de Aguiar will be entitled to an
       incentive payment based on the Debtors' expected recovery
       percentage, to be determined based on objectives to be set
       by the Committee.  Mr. Palmer informs the Court that this
       incentive payment will be separate and apart from the pool
       of funds to be established.  Mr. de Aguiar will not
       participate in the Performance Incentive Program.

       Mr. de Aguiar's outstanding loan with the Company -- as of
       September 1, 2002, with a balance of $106,857.17 plus
       principal and interest -- will be amortized and forgiven
       over a one-year period commencing September 1, 2002.  Any
       and all tax consequences as a result of loan forgiveness
       will be the sole obligation of Mr. de Aguiar.  Should Mr.
       de Aguiar's employment be terminated for cause or as a
       result of his voluntary resignation, any then outstanding
       loan balance will become due and payable.

    -- David H. Lissy, Esq., Senior Vice President and General
       Counsel of Ames Department Stores, Inc.

       Mr. Lissy's employment is guaranteed for a minimum of one
       year, commencing on November 1, 2002.  He will be paid
       Retention Payments on a quarterly basis based on the weeks
       worked each quarter.  Upon termination, other than for
       cause or voluntary resignation, Mr. Lissy's severance
       arrangement will be the greater of:

       (a) 25% of the severance to which he is currently
           entitled; or

       (b) the level of severance paid to other officer-level

       Mr. Lissy will participate in the Performance Incentive

    -- Joseph Ettore, Chairman and CEO

       Effective November 3, 2002 through November 2, 2003, Mr.
       Ettore will become a consultant to the Debtors.  He will
       provide services as required at a $160,000 fee for one
       year, payable monthly.  The Debtors will be entitled to
       apply those monthly payments to offset Mr. Ettore's
       outstanding loans.  The amount of his loans outstanding as
       of September 1, 2002, including principal and interest, is

       Through November 3, 2003, Mr. Ettore will also be entitled
       to receive medical benefits substantially similar to those
       to which he was entitled pursuant to the Employment
       Agreement dated as of June 1, 1998, as amended.

       Beginning November 3, 2002, Mr. Ettore will be entitled to
       severance equal to the greater of:

       (a) 25% of the severance to which he is entitled pursuant
           to his Employment Agreement; or

       (b) the level of severance paid to other officer-level

The Debtors are currently negotiating a new financing with Kimco
Funding LLC, which would provide funds for their wind down,
including the payments contemplated in the Wind-Down Retention,
Severance and Incentive Program.  Absent approval of that
financing, Mr. Palmer says, that the payments suggested in the
Program will not be realized. (AMES Bankruptcy News, Issue No.
25; Bankruptcy Creditors' Service, Inc., 609/392-0900)

ANC RENTAL: Wants to Consolidate Operations at St. Louis Airport
As part of their reorganization efforts, ANC Rental Corporation
and its debtor-affiliates seek to consolidate their operations
at airports nationwide where they have car rental operations.
The St. Louis Airport in Missouri, is no exception.

The Debtors sought and obtained the Court's authority to:

-- Reject the Passenger Vehicle Rental Concession, dated
    February 19, 1999, between Alamo and the City of St. Louis,
    which granted Alamo the non-exclusive right to operate a car
    rental concession and lease certain premises at the St. Louis
    Airport; and

-- Assume and assign to ANC Rental Corporation the Passenger
    Vehicle Rental Concession, dated January 25, 1999 between
    National and the City, granting National the non-exclusive
    right to operate a car rental concession and lease certain
    premises at the St. Louis Airport.

Currently, the Debtors pay Minimum Annual Guarantee Payments
under the National Concession and Lease Agreement and the Alamo
Concession and Lease Agreement totaling $3,300,000.  Upon
assignment, Debtors will increase their MAG Payment under the
National Concession and Lease Agreement from $2,103,000 to
$2,500,000 for the remainder of the 2002 Contract Year.  The
Debtors will pro-rate the increased MAG Payment from the
effective date of the consolidation at the St. Louis Airport.
For the 2003 Contract Year, the Debtors will pay an increased
MAG of $3,000,000 to the airport authority.

The Debtors will issue a replacement bond in accordance with the
formula set forth in the National Concession and Lease Agreement
in the name of ANC, based upon the increased 2003 MAG Payment of

The consolidated operations at the St. Louis airport is expected
to result in savings for the Debtors up to $3,500,000 per year
in fixed facility costs and other operational cost savings. (ANC
Rental Bankruptcy News, Issue No. 20; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

ARMSTRONG: Wants Lease Decision Period Extension Until July 14
For the fourth time, Armstrong World Industries and its debtor-
affiliates ask the Court to extend the deadline to decide
whether to assume, assume and assign, or reject unexpired non-
residential real property leases.  The Debtors ask for an
extension to July 14, 2003.

Stephen Karotkin, Esq., and Debra A. Dandeneau, Esq., at Weil
Gotshal & Manges LLP, in New York, and Mark D. Collins, Esq.,
and Rebecca Booth, Esq., at Richards Layton & Finger, in
Wilmington, Delaware, report that AWI has only 17 real property
leases left, with ten separate landlords, on which no decision
has been made on assumption or rejection.  These 10 landlords
and 17 leases are:

          Landlord                            Type of Lease
          --------                            -------------

Alabama & Gulf Coast Railway            Railway leases (2)
906 Olive Street
St. Louis, Missouri

Area Jobs Development Association       Warehouse lease
231 East Broadway
Bradley, Illinois

Blake Development Corporation           Office lease
1150 Connecticut Avenue NE
Suite 1200
Washington, DC

Briarwood Center Partnership            Warehouse lease
Dba Mississippi Warehousing Company
P. O. Box 23309
Jackson, Mississippi

City of Pensacola                       Sign agreement
P. O. Box 1991
Pensacola, Florida

Illinois Central Gulf Railroad          Spur track agreement
P. O. Box 91644
Chicago, Illinois

National Railroad Passenger             Siding agreements (5)
Group #5
P. O. Box 1582
Washington, DC

Norfolk Southern Corporation            Park lot lease (1)
P. O. Box 277531                        land lease, track
Atlanta, Georgia                        crossing agreement,
                                         Well/water line

Perdido Bay Holdings, Inc.              Warehouse lease
36 Mussey Road
Scarborough, Maine

The Lancaster Airport Authority         Hangar lease
Airport Manager, Lancaster Airport
500 Airport Road, Suite G
Litiz, Pennsylvania

Ms. Booth explains that these 17 leases include land use
agreements and lease agreements regarding warehouse space,
office space, land, and parking lots located throughout the
United States.  Since the Petition Date, these leases have
remained in effect and continue to be effective according to
their own terms.  Accordingly, each of these 17 leases is
an "unexpired lease" which may be assumed or rejected by the
Debtors under the terms of the Bankruptcy Code.

Various courts have discussed what constitutes sufficient cause
for to extend the time period within which a debtor may
determine to assume or reject an unexpired lease.  The Debtors
suggest that these factors should be considered in determining
whether "cause" exists:

(a) whether the leases are important assets of the estates
     such that a decision to assume or reject would be central
     to a plan of reorganization;

(b) whether the case is complex and involves large numbers
     of leases; or

(c) whether the debtor has had insufficient time to
     intelligently appraise each lease's value to a
     plan of reorganization.

AWI stores many of its products, which are shipped throughout
the United States, in the warehouses included in the leases
subject to this Motion.  In addition, AWI uses its leased
railway space to transport many of its products and carries out
essential functions out of its leased offices.  Consequently,
the unexpired leases are important assets of AWI's estate and
are integral to the continued operation of AWI's business.
Accordingly, decisions to assume or reject these unexpired
leases are central to any plan of reorganization.

Given the importance of these leases to AWI's ongoing operations
and the number of leases AWI must consider in deciding whether
to assume or reject each lease, it is unreasonable to require
that AWI choose whether to assume or reject each lease by
November 8, 2002.  AWI, however, does not want to forfeit any
lease that could be potentially valuable as a result of the
"deemed rejected" provision of the Bankruptcy Code effective
whenever the period for assumption or rejection expires with
leases still in effect but upon which the debtor has not made a

An extension is therefore appropriate to allow AWI to review the
remaining unexpired leases in the context of developing a
comprehensive business plan, and ultimately a plan of
reorganization.  AWI has been consumed with:

    -- handling a vast number of crucial administrative and
       business decisions, and

    -- working diligently to continue to operate its business.

Moreover, AWI has been actively working with its legal and
financial advisors in an effort to propose a viable plan of
reorganization that ultimately will be accepted by all of the
principal creditor constituencies in these Chapter 11 cases.  As
a result, AWI simply has not had an adequate opportunity to
determine the economics of each of these leases, whether or not
it is burdensome to the estates, and how it will fit in with
AWI's ongoing business operations.  Accordingly, without an
extension of the November 8 deadline, AWI runs the risk of
prematurely and improvidently assuming unexpired leases that AWI
could later discover to be burdensome, thus creating large and
uncapped potential administrative claims against these estates.
AWI also risks of prematurely and improvidently rejecting leases
that could later be discovered as critical to AWI's
reorganization efforts.

Ms. Booth assures Judge Newsome that the Debtors continue to pay
all amounts due under the unexpired leases in the ordinary
course of its business, and will do so until an appropriate
decision is made.  Thus, Ms. Booth asserts, the extension will
not result in any harm or prejudice to the other parties of the
unexpired leases, but will relieve AWI of having to make a
premature decision with respect to the leases. (Armstrong
Bankruptcy News, Issue No. 29; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

DebtTraders reports that Armstrong Holdings Inc.'s 9.000% bonds
due 2004 (ACK04USR1) are trading between 58.5 and 60. See
real-time bond pricing.

BAC FLORIDA BANK: Fitch Assigns BB+ Long-Term Deposit Rating
Fitch Ratings has assigned a 'BB+' long-term deposit rating to
BAC Florida Bank. The Rating Outlook is Stable.

BAC Florida Bank, headquartered in Miami, was established in
1973 and is privately owned by members of the Pellas and
Chamorro families of Nicaragua. These individuals also own
substantial financial service companies, including BAC
International Bank (Panama), BAC International Bank (Grand
Cayman), Credomatic International Corporation, and numerous
industrial holdings throughout Central America and the
Caribbean. BAC Florida Bank is FDIC insured and regulated by the
state of Florida and the FDIC. Total assets as June 30, 2002
were $617 million.

BACFL's business focuses on mortgage and real estate lending in
the Florida market, primarily Miami-Dade and Broward Counties.
In addition, BACFL offers private banking and investment
management services to its customers and has a small brokerage
operation. BACFL caters to the increasingly large population of
Latin Americans who purchase homes in south Florida. Typically,
the homes in Florida are purchased as a primary or secondary
residence by middle and upper class individuals from throughout
the various Latin American countries. In addition to having the
perfected lien on the residential property in south Florida,
BACFL also benefits from somewhat more conservative underwriting
which helps compensate for other factors which are more
difficult to assess (such as income verification and tax
returns) as compared to a conventional mortgage loan.
Statistically, when compared to conventional mortgages, this
portfolio tends to run somewhat higher early stage delinquency
levels but later stage delinquency rates, such as 90 or 120 days
past due, are relatively comparable to most conventional
portfolios. BACFL is careful to manage the portfolio such that
it is diversified by nature and location of the property, as
well as by domicile of the borrower. During the past five years,
BACFL's residential mortgage losses have been zero. Residential
mortgages comprise approximately 70% of BACFL's loan portfolio.
The remainder consists primarily of commercial real estate and
commercial lending, again in the south Florida market. The vast
majority of the commercial real estate lending is secured by
multi-family residential rental properties.

Although BACFL had exited much of its trade finance activities
and significantly scaled back its correspondent banking business
with Latin American banks, it still has some remaining exposure
including approximately $9 million to Argentina as of June 30,
2002. Management has indicated that as of the end of 3Q02, the
gross exposure to Argentina has been reduced to $7 million,
which has been reserved 69%, leaving a net exposure of $2.17

Fitch's rating considers the success that BACFL has had in
shifting its focus over the past five years, moving toward
lending primarily in the Florida market and less so in Latin
America. The bank has assembled a track record of relatively
stable profitability since shifting its strategy. The rating
also considers BACFL's capital ratios which significantly exceed
regulatory requirements (Tier I totaled 12.78% at 6/30/02).
Further, BACFL's customer base provides it with a stable base of
core deposits, which is supplemented by FHLB advances, and the
bank derives a portion of its funding from other BAC entities
for which it provides U.S. payment services. Constraining the
rating are several factors including the bank's relatively
limited diversification, its residual exposure to emerging
markets (Latin America) and the relatively high, albeit
improving, expense to revenue ratio.

BANYAN STRATEGIC: Extends Northlake Asset Closing Date to Oct 10
Banyan Strategic Realty Trust (OTC Bulletin Board: BSRTS) has
entered into an amendment with the proposed purchaser of
Banyan's ground lease interest in the Northlake Tower Festival
Mall (suburban Atlanta, Georgia), extending the closing date
from October 2, 2002 to October 10, 2002.  The extension was
necessitated by, among other things, the fact that the purchaser
had not yet obtained all of the approvals of the required rating
agencies necessary for closing.  In addition, formal consent to
the transaction has not yet been received from the owner of the
land upon which the shopping center is situated.  Rating agency
approval is required for the purchaser's assumption of the first
mortgage debt that encumbers the property, and the land owner's
consent is required by the applicable ground lease.

Banyan stated that it has been advised that all issues have been
resolved between the purchaser and the ground lessor, and a
proposed amendment to the existing ground lease has been
tendered to the rating agencies for approval. The review of this
amendment has delayed the approval from the rating agencies.

Banyan indicated that both the company and the purchaser intend
to work together to accomplish the remaining steps in order to
close on or prior to the October 10, 2002 closing date.  If the
rating agency approvals are not received by such time, or other
conditions precedent to closing are not satisfied, the purchaser
may terminate the contract without penalty.

Banyan Strategic Realty Trust is an equity Real Estate
Investment Trust that adopted a Plan of Termination and
Liquidation on January 5, 2001. On May 17, 2001, the Trust sold
approximately 85% of its portfolio in a single transaction.
Other properties were sold on April 1, 2002 and May 1, 2002.
Banyan now owns a leasehold interest in one (1) real estate
property located in Atlanta, Georgia, representing approximately
9% of its original portfolio. This property is subject to a
contract of sale, currently scheduled to close on October 10,
2002.  Since adopting the Plan of Termination and Liquidation,
Banyan has made liquidating distributions totaling $5.45 per
share.  As of this date, the Trust has 15,496,806 shares of
beneficial interest outstanding.

BEAR STEARNS: Fitch Rates 6 P-T Certs. Classes at Low-B Level
Bear Stearns Commercial Mortgage Securities Trust 2002-PBW1,
commercial mortgage pass-through certificates are rated by Fitch
as follows:

       -- $371,811,000 class A-1, 'AAA';

       -- $385,855,000 Class A-2, 'AAA';

       -- $921,174,883 Class X-1, 'AAA';

       -- $839,869,000 Class X-2, 'AAA';

       -- $26,483,000 Class B, 'AA';

       -- $31,089,000 Class C, 'A';

       -- $8,060,000 Class D, 'A-';

       -- $9,211,000 Class E, 'BBB+';

       -- $13,817,000 Class F, 'BBB';

       -- $13,817,000 Class G, 'BBB-';

       -- $16,120,000 Class H, 'BB+';

       -- $10,363,000 Class J, 'BB';

       -- $3,454,000 Class K, 'BB-';

       -- $5,757,000 Class L, 'B+';

       -- $9,211,000 Class M, 'B';

       -- $2,302,000 Class N, 'B-';

       -- $13,824,883 Class P, 'NR'.

All classes are privately placed pursuant to Rule 144A of the
Securities Act of 1933. The certificates represent beneficial
ownership interest in the trust, primary assets of which are 126
fixed rate loans having an aggregate principal balance of
approximately $921 million, as of the cutoff date.

BETHLEHEM STEEL: Wants to Enter into Insurance Program with AIG
Months before Bethlehem Steel Corporation's and its debtor-
affiliates' workers' compensation policies with Old Republic
Insurance Company was set to expire on August 23, 2002, the
Debtors negotiated with six different insurance companies to
replace the prepetition policies of their employees. But due to
the commencement of the bankruptcy cases and other factors, most
of the insurance companies were unwilling to provide coverage.

Fortunately, according to Jeffrey L. Tanenbaum, Esq., at Weil,
Gotshal & Manges LLP, in New York, the Debtors obtained one
favorable proposal from American International Group, Inc.

Under the AIG Insurance Program, Mr. Tanenbaum explains that AIG
has agreed to provide primary workers' compensation coverage for
the Debtors' employees in Pennsylvania.  The annual premium is
based on a fixed rate of the Debtors' estimated annual workers'
compensation costs.  In addition to the annual premium, the
Debtors must pay a $2,000,000 deductible for each claim asserted
under the workers' compensation policies.  The Debtors'
obligation to pay any deductible amounts under the workers'
compensation policies, among other obligations under the
Insurance Program, is secured by a security deposit.

However, AIG conditioned the coverage under the Insurance
Program on the Debtors obtaining entry of a Court order
containing these provisions:

1) The Insurance Program is effective as of August 23, 2002 and
    the Debtors are directed to execute all agreements under the
    Insurance Program and any amendments or schedules thereto;

2) The Debtors are authorized to execute further renewals of the
    Insurance Program without further order of the Court;

3) The Debtors are authorized to pay their obligations under the
    Insurance Program, including premiums and deductibles, in the
    ordinary course of business, without further order of the

4) All prior payments under the Insurance Program are approved;

5) AIG may adjust, settle and pay insured claims, utilize funds
    provided for that purpose, and otherwise carry out the terms
    and conditions of the Insurance Program, without further
    order of the Court;

6) The Insurance Program will not, without the written consent
    of AIG, be altered by any plan of reorganization approved in
    these cases and, absent the consent of AIG, will survive any
    plan; and

7) In the event of a default due to any failure by the Debtors
    to make a payment or provide security as required by the
    Insurance Program, AIG may cancel the Insurance Program
    without further order of the Court and draw on the Security
    Deposit, including any letters of credit.  However, AIG must
    provide the Debtors with five prior written notice of any
    default and an opportunity to cure the default.  The
    automatic stay will be modified for the limited purpose of
    enabling AIG to effect the remedies.

AIG retains the right to cancel the coverage if the Debtors fail
to secure approval for its implementation from Bankruptcy Court.

Mr. Tanenbaum contends that the Insurance Program is essential
to the continuation of the Debtors' businesses.  Failure to
maintain workers' compensation insurance would expose the
Debtors to significant liability for damages resulting from
injuries sustained by the Debtors' employees in Pennsylvania.

The Debtors seek the Court's authority to enter into the
Insurance Program with AIG.  In addition, the Debtors also ask
the Court for permission to enter into a payment agreement with
National Union Fire Insurance Company of Pittsburgh, PA, for all
postpetition premiums, administrative fees and other obligations
to AIG in connection with the Insurance Program.  The Debtors
want to pay their insurance dues in the ordinary course and as
administrative expenses of their estates.  National Union Fire
Insurance Company of Pittsburgh, PA, is a member company of AIG.

The Debtors also seek the Court's approval of certain
preauthorization payments made to AIG.  According to Mr.
Tanenbaum, the Debtors did not complete their negotiations with
AIG until shortly before the expiration of the prepetition
insurance policies.  Therefore, in order to initiate the
coverage under the binder pending court approval of the
Insurance Program, AIG required that the Debtors pay, in full,
the annual premium due under the Insurance Program and a
substantial loss fund deposit.

On August 23, 2002, the Debtors shelled out $5,145,025 as
required.  The amount comprised of:

    * a $800,025 in premiums and other expenses for the period
      August 23, 2002 through August 23, 2003; and

    * a $4,345,000 deposit for the underlying "loss fund"
      through which premiums, deductibles and certain other
      expenses under the Insurance Program will be paid.

"The amount the Debtors have agreed to pay for the Insurance
Program is minimal in light of the size of the Debtors' estates
and the potential exposure of the Debtors, absent the insurance
coverage," Mr. Tanenbaum asserts. (Bethlehem Bankruptcy News,
Issue No. 23; Bankruptcy Creditors' Service, Inc., 609/392-0900)

BION ENVIRONMENTAL: BDO Seidman Voices Going Concern Doubt
Bion Environmental Technologies, Inc., provides waste management
solutions to the agricultural industry, focusing on livestock
waste from confined animal feeding operations, such as large
dairy and hog farms. It is currently engaged in two main areas
of activity:

      * waste stream remediation and reduction of atmospheric
        emissions and

      * organic soil and fertilizer production.

Its waste remediation and reduction of atmospheric emissions
service business provides CAFOs (primarily in the swine and
dairy industries) with treatment for the animal waste outputs.
In this regard, it microbiologically treats their entire waste
stream reducing air emissions and nutrient discharges, while
creating value-added organic soil and fertilizer products.
Bion's soil and fertilizer products are being used for a variety
of topdressing applications including school athletic fields,
golf courses and home and garden applications.

Currently, the majority of CAFOs dispose of their animal waste
by spreading it on cropland.  In some parts of the United
States, such as east of the Mississippi River, CAFOs are
severely restricted as to size due to the amount of land that is
required for CAFOs to dispose of the animal waste at an
environmentally sustainable rate.  As a result, CAFOs are
enormous polluters of air, water and land. CAFOs are under
pressure from state and federal regulatory agencies, the media,
environmental groups and the public to reduce their role as a
major source of excess nutrient pollution and harmful air
emissions.  Although nutrient pollution from CAFOs has gone
largely unregulated in the past, they are now subject to
stringent regulation under the Federal Clean Water Act and are
required to become zero-discharge facilities.  Air emissions
from these operations are being evaluated for potential
regulation under the Federal Clean Air Act.  The livestock
industry and regulatory agencies are searching for affordable
waste treatment solutions to this widespread and immediate

Substantially all of Bion's business and operations are
conducted through two wholly-owned subsidiaries, Bion
Technologies, Inc. (a Colorado corporation organized September
20, 1989), and BionSoil, Inc. (a Colorado corporation organized
June 3, 1996).  Bion is also the parent of Bion Municipal, Inc.,
(a Colorado corporation organized July 23, 1999) and Bion
International, Inc. (a Colorado corporation organized July 23,
1999), which are wholly owned, presently inactive subsidiaries.
Bion is also the parent of Dairy Parks, LLC (a Delaware entity
organized July 25, 2001).  In January 2002, Bion entered into a
series of transactions, whereby the Company became a 57.7% owner
of Centerpoint Corporation (a Delaware corporation organized
August 9, 1995).

In July 2002, Bion entered into a non-binding agreement to form
a joint venture with Dr. Michael J. McCloskey and Timothy C. den
Dulk with its subsidiary, Dairy Parks, LLC, to develop, own and
operate a number of large dairy facilities. Bion anticipates
that two to four complexes, ranging in size from 10,000 to
50,000 animals, will be developed by the joint venture over the
next three years. The complexes will be turnkey, state-of-the-
art facilities and will be made available to dairy producers
under terms of a 10-year, triple-net lease. The Company will
provide the technology for waste management, secure financing
for the facilities, develop the financial lease terms and
provide independent management. The primary responsibilities of
the McCloskey/den Dulk partnership will be site selection and
development, negotiation of lease terms, recruitment of tenants,
and management of the facilities.

         Comparison of Fiscal Year Ended June 30, 2002 with
                 Fiscal Year Ended June 30, 2001

Bion Environmental Technologies recorded $69,000 of BionSoil(R)
sales during the fiscal year ended June 30, 2002.  This compares
to total sales of $84,000 for the fiscal year ended June 30,
2001, consisting of $74,000 of BionSoil(R) sales and $10,000 of
system sales.  The amounts remained approximately the same due
to the Company's continued concentration on research and
development on its second generation system for most of the
fiscal year and further BionSoil(R) testing and analysis.  Cost
of soil was $546,000 for 2002 and $440,000 for 2001.  The
increase in cost of goods sold was proportionately higher than
the increase in sales due to the fact that more soil was
produced and sold at prices below cost to help gain market
acceptance.  Bion believes that this trend will reverse as the
Company enters the commercial phase of system sales and revenues
will increase at a higher rate.

The net loss and comprehensive loss increased $1,541,000 (10%)
during the year ended June 30, 2002.  The increase primarily
related to an increase of $5,593,000 of non-cash interest
expense that was offset by a decrease in general and
administrative expenses of $280,000, a decrease in non-cash
expenses for services and compensation of $2,678,000, a decrease
in research and development of $526,000 and a decrease in
cumulative change in accounting principle of $481,000.

Bion's principal sources of liquidity, which consist of cash and
cash equivalents, are $1,814,000 as of June 30, 2002. Bion
believes it will not generate sufficient operating cash flow to
meet its needs without additional external financing during
fiscal 2003.  There can be no assurances that any financing will
be available or that the terms will be acceptable to the
Company, or that any financing will be consummated.  Any failure
on Bion's part to do so will have a material adverse impact on
the Company and may cause it to cease operations.

The Company has been successful during the year ended June 30,
2001 in raising working capital through the sale of warrants and
convertible debt. During the year ended June 30, 2001 it raised
$2,527,000 in a private placement in the form of convertible
bridge notes. In addition, Southview, Inc., a related party, had
advanced the Company funds totaling $518,000 as of June 30,
2001. During the year ended June 30, 2002 Bion raised
approximately $8,500,000 of working capital as partial
consideration for the issuance of the Company's common stock to
Centerpoint (less cash of $3,700,000 used as partial
consideration to purchase 57.7% of the outstanding shares of
Centerpoint) through its transactions with Centerpoint.

All outstanding convertible debt of the Company was converted
into shares of the Company's common stock on January 15, 2002
due to the Centerpoint transaction and based upon agreed terms.

The level of funding required to accomplish Bion's objectives is
ultimately dependent on the success of its research and
development efforts, which at this time is unknown.  Currently,
the Company estimates that no less than approximately $5,000,000
will be required during the year ending June 30, 2003.  Bion
anticipates spending $1,300,000 on research and development
efforts and the balance on compensation and general business

                         Going Concern

In connection with their report on Bion's Consolidated Financial
Statements for the year ended June 30, 2002, BDO Seidman, LLP,
the Company's independent certified public accountants,
expressed substantial doubt about Bion's ability to continue as
a going concern because of recurring net losses and negative
cash flow from operations.

Bion has stockholders' equity of $2,929,000, a cumulative
deficit of $56,474,000, limited current revenues and substantial
current operating losses.  Operations are not currently
profitable; therefore, readers are further cautioned that Bion's
continued existence is uncertain if it is not successful in
obtaining outside funding in an amount sufficient for it to meet
its operating expenses at its current level.  Management plans
to continue raising additional capital to fund operations until
Bion system and BionSoil(R) sales are sufficient to fund

BUDGET GROUP: Committee Signs-Up Ashby & Geddes as Local Counsel
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Budget Group Inc., and its debtor-affiliates sought and
obtained approval from the U.S. Bankruptcy Court for the
District of Delaware to retain, effective August 8, 2002, Ashby
& Geddes P.A. as the Delaware counsel to the Committee.

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

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

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

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

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

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

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

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

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

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

Other professionals at Ashby & Geddes may perform services for
the Committee. (Budget Group Bankruptcy News, Issue No. 8;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

BURLINGTON: Retains Appraisers Associated for Stonewall Assets
Burlington Industries, Inc., together with its debtor-affiliates
sought and obtained the Delaware Bankruptcy Court's authority to
employ Appraisers Associated in the ordinary course of business,
nunc pro tunc to July 8, 2002.

The Debtors requires Appraisers Associated to conduct a detailed
analysis and appraisal of the buildings, structures and other
real property that make up the Stonewall facility.

Appraisers Associated is entitled to payment upon its completion
of the appraisal of the facility.  Here, Appraisers Associated
will charge $125 per hour for a total amount of $10,000 in
connection with its services. (Burlington Bankruptcy News, Issue
No. 19; Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Burlington Industries' 7.250% bonds due
2027 (BRLG27USR1) are trading between 26.5 and 28.5 . See
for real-time bond pricing.

CARIBBEAN PETROLEUM: Taps Gaztambide as Real Property Appraisers
Caribbean Petroleum LP and its debtor-affiliates sought and
obtained approval from the U.S. Bankruptcy Court for the
District of Delaware to employ Carlos E. Gaztambide and
Associates, Inc., as a real property appraiser.

The Debtors explain to the Court that the purpose of the
appraisals is to assist the Debtors in their efforts to obtain
post-petition financing and to confirm a plan of reorganization.

The Debtors arranged to obtain post-petition financing from
WesternBank in conjunction with their currently pending plan of
reorganization.  Additionally, the Debtors are also exploring
the possibility of obtaining additional post-petition financing
secured by a lien on the real estate on which CPR's dock and
pipeline are located. The Real Estate is currently subject to a
mortgage in favor of FirstBank Puerto Rico.

The Debtors believe there is equity in the Real Estate above
what is owed to FirstBank which could be used to secure
additional debtor in possession or exit financing.

In order to proceed with the process of negotiating additional
post-petition financing, the Debtors require a current appraisal
of the Real Estate. Without a current appraisal, potential
postpetition lenders will have no way to determine the amount of
equity that may exist above the amount owed by FirstBank.

Gaztambide is expected to:

   a) perform or update appraisals of the Real Estate in
      connection with various matters which may have or may arise
      in this proceeding, including the Debtors' efforts to
      obtain postpetition financing, confirmation of a plan of
      reorganization and other motions which may require the
      services of a real estate appraiser;

   b) prepare on their behalf as debtors-in-possession necessary
      appraisal reports, asset valuations, and other papers; and

   c) testify as an expert, in court, in deposition or otherwise,
      regarding any appraisal of and/or the value of any real
      estate appraised.

Mr. Gaztambide has indicated that he intends to subcontract with
David Adams, another appraiser, to complete the appraisal of the
Real Estate, which includes complex mechanical structures
relating to the dock and pipeline. Mr. Gaztambide points out
that Mr. Adams specializes in appraising mechanical structures,
and Mr. Gaztambide requires Mr. Adams' appraisal expertise to
provide the Debtors with an accurate appraisal.

The Debtors will pay Gaztambide $35,000 preparation of an
appraisal report.  To the extent Gaztambide is required to
testify on behalf of the Debtors, Mr. Gaztambide will charge
$125 per hour.

The Debtors further otained approval from the Court to pay
Gaztambide the sum of $30,000, on an interim basis. Gaztambide
explains that the money is needed to defray the immediate costs
of performing an appraisal of the Real Estate.

Caribbean Petroleum LP distributes petroleum products and
owns/leases real property on which service stations selling
petroleum products are stored and sold to retail customers. The
Debtors filed for chapter 11 protection on December 17, 2001.
Michael Lastowski, Esq., and William Kevin Harrington, Esq., at
Duane, Morris & Heckscher LLP represent the Debtors in their
restructuring efforts.

CE GENERATION: S&P Cuts Rating on $356-Mill. Senior Debt to BB-
Standard & Poor's Ratings Services lowered its rating on CE
Generation LLC's $356 million in senior debt, due 2018, to
double-'B'-minus from triple-'B'-minus. The outlook is

CE Generation is owned 50% by MidAmerican Energy Holdings Co.
(MEHC: BBB-/Positive/--) and 50% by El Paso Energy Corp.
(BBB+/Watch Neg/A-2). CE Generation is the holding company for
MEHC's interests in its U.S. qualifying facilities (QF). Total
capacity of CE Generation's 13-project portfolio is about 817

"While the cash flows come from a number of projects, the
portfolio effect is mitigated by the fact that the debt service
at CE Generation is subordinate to approximately $566 million of
project level debt," said credit analyst Peter Rigby. In
addition, $368 million of the project level debt is serviced
from cash flows that come from Southern California Edison Co.
(SCE: BB/Developing/-). Over time, cash flows will increasingly
come from the Salton Sea Funding Corp. (BB/Developing/--). In
addition, CE Generation will increasingly be exposed to merchant
risk as QF contracts expire in 2003 and 2009, as well as, market
price exposure to SCE's avoided costs after 2007. QF projects
are located in New York, Texas, California, and Arizona. Should
the rating on SCE improve, the potential exists for the rating
on CE Generation to also improve.

CELLSTAR CORP: Expects to Redeem All 5% Conv. Notes by Oct. 15
CellStar Corporation (Nasdaq: CLST), a global value-added
wireless logistics services leader, expects to redeem on or
before October 15, 2002, all of its outstanding 5% Convertible
Subordinated Notes due October 15, 2002.  The Notes are
redeemable at principal amount, plus accrued interest to October
15, 2002, of $25.00 per $1,000 principal amount, for a total
redemption price per note of $1,025.00.

On October 15, 2002, the redemption price and accrued interest
on each outstanding note will become due and payable. Interest
will cease to accrue. As of October 15, 2002, the Company will
have $17.4 million outstanding in principal and interest on the

"The payment to be made on October 15, 2002, represents the
final step of the restructuring of our previously outstanding
$150 million Convertible Subordinated Notes," said Senior Vice
President and Chief Financial Officer Robert Kaiser.  "Our focus
on cash throughout the year allows us to retire these notes
without putting a strain on our working capital needs."

Noteholders who require further information should contact the
Investor Relations Dept. at 972-466-5031.

CellStar Corporation is a leading global provider of
distribution and value-added logistics services to the wireless
communications industry, with operations in Asia-Pacific, North
America, Latin America and Europe.  CellStar facilitates the
effective and efficient distribution of handsets, related
accessories and other wireless products from leading
manufacturers to network operators, agents, resellers, dealers
and retailers.  In many of its markets, CellStar provides
activation services that generate new subscribers for its
wireless carrier customers.  For the year ended November 30,
2001, the Company generated revenues of $2.4 billion.
Additional information about CellStar may be found on its Web
site at

                             *    *    *

As reported in Troubled Company Reporter's February 20, 2002,
edition, Standard & Poor's said that it lowered its corporate
credit rating on CellStar Corp., to 'SD' (selective default)
from 'CCC-' and removed its ratings from CreditWatch, where they
had been placed with negative implications on Sept. 6, 2001.

The action reflects the recent completion of the exchange of the
Carrollton, Texas, company's convertible subordinated notes due
October 2002 for securities having a total value that is
materially less then the original issue, said credit analyst
Martha Toll-Reed.

At the same time, Standard & Poor's lowered its rating on the
subordinated debt to 'D' for the distributor of wireless
communications products. As of Aug. 31, 2001, total outstanding
debt was about $200 million.

CIRTRAN: Posts $4.6MM Working Capital Deficit at March 31, 2002
Cirtran Corporation provides a mixture of high and medium size
volume turnkey manufacturing services using surface mount
technology, ball-grid array assembly, pin-through-hole and
custom injection molded cabling for leading electronics OEMs in
the communications, networking, peripherals, gaming, consumer
products, telecommunications, automotive, medical, and
semiconductor industries.  Its services include pre-
manufacturing, manufacturing and post-manufacturing services.
Through its subsidiary, Racore Technology Corporation, the
Company designs and manufactures Ethernet technology products.
Its goal is to offer customers the significant competitive
advantages that can be obtained from  manufacture outsourcing,
such as access to advanced manufacturing technologies, shortened
product  time-to-market, reduced cost of production, more
effective asset utilization, improved inventory management, and
increased purchasing power.

Cirtran Corportation has sustained net losses of $425,757 and
$2,933,084 for the three months ended  March 31, 2002 and the
year ended December 31, 2001, respectively.  As of March 31,
2002 and December  31,  2001, the Company had an accumulated
deficit of $13,506,249 and $13,080,492, respectively and a total
stockholders' deficit of $3,884,044 and $6,942,377,
respectively.  In addition, the Company used, rather than
provided, cash in its operations in the amounts of $677,205 and
$288,724 for the three  months ended March 31, 2002 and the year
ended December 31, 2001, respectively.

Since February of 2000, the Company has operated without a line
of credit.  Many of the Company's  vendors stopped credit sales
of components used by the Company to manufacture products and as
a result, the Company converted certain of its turnkey customers
to customers that provide consigned  components to the Company
for production.  These conditions raise substantial doubt about
the Company's ability to continue as a going concern.

In view of the matters described in the preceding paragraphs,
recoverability of a major portion of the  recorded asset amounts
shown in the Company's consolidated balance sheets is dependent
upon continued  operations of the Company, which in turn is
dependent upon the Company's ability to meet its financing
requirements on a continuing basis, to maintain or replace
present financing, to acquire additional capital from investors,
and to succeed in its future operations.

Abacus Ventures, Inc. purchased the Company's line of credit
from the lender. During the quarter ended March 31, 2002, the
Company has entered into an agreement whereby the Company has
exchanged common  stock, issued to certain principles of Abacus,
for a portion of the debt.  The Company's plans include working
with vendors to convert trade payables into long-term notes
payable and common stock and cure defaults with lenders through
forbearance agreements that the Company will be able to service.
The Company intends to continue to pursue this type of debt
conversion going forward with other  creditors.  The Company has
initiated new credit arrangements for smaller dollar amounts
with certain  vendors and will pursue a new line of credit after
negotiations with certain vendors are complete. If successful,
these plans may add significant equity to the Company. There is
no assurance that these transactions will occur.

Cirtran's net sales decreased marginally to $641,330 for the
three-month period ended March 31, 2002 as compared to $650,485
during the same period in 2001.  This increase continues an
upward trend started in the fourth quarter of 2001, from lower
quarterly sales figures of $420,480 and $279,055  during the
second and third quarters of 2001, respectively.  Cost of sales
decreased by 23%, from $545,478 during the three-month period
ended March 31, 2001 to $419,116 during the same period in 2002.
Gross profit margin for the three-month period ended March 31,
2002 was 34.6%, up from 16.1% for the same period in 2001.
Cirtran believes this improvement is a reflection of its efforts
to solicit higher margin business and improve inventory control

The Company's overall net loss decreased 46.8% to 425,757 for
the three-month period ended March 31, 2002, from $800,618
during the same period in 2001.

Expenses are currently greater than revenues.  Cirtran has had a
history of losses.  Its net loss from  operations for the year
ending December 31, 2001 was $2,160,262, and its net loss from
operations for the three-month period ending March 31, 2002 was
$298,394. The accumulated deficit was $13,080,492 at December
31, 2001 and $13,506,249 at March 31, 2002. Cirtran's current
liabilities exceeded its current assets by $7,832,259 as of
December 31, 2001 and by $4,661,141 as of March 31, 2002.  The
Company recorded negative cash flows from operations for the
year ended December 31, 2001 and the  three-month period ended
March 31, 2002 of $288,724 and $677,205, respectively.

On March 31, 2002, Cirtran had $500 cash on hand, as compared to
$499 at December 31, 2001.  The  amount of checks written in
excess of cash in bank decreased from $159,964 at December 31,
2001 to $149,677 at March 31, 2002.

COLD METAL: Reviewing Permanent Reopening of Indianapolis Plant
Cold Metal Products Inc., (Amex: CLQ) was investigating the
possibility of permanently reopening its Indianapolis plant.

Under an agreement with the United Steelworkers of America, Cold
Metal has rehired 13 hourly employees and restarted
manufacturing operations on a temporary basis.  The agreement
enables the plant to operate for 60 days as the company and
union negotiate toward a new labor contract.

Cold Metal secured U.S. Bankruptcy Court approval for the
initiative late last week and began operations earlier this

"This is an opportunity for us to accelerate our reorganization
process," said Ray Torok, president and chief executive officer.
"We'll be working with the USWA to hammer out an agreement that
allows the plant to be profitable while providing a competitive
compensation package for our employees.  We appreciate the
union's willingness to work with us in a very difficult
circumstance in an effort to save jobs at the Indianapolis

Cold Metal permanently closed its unprofitable Indianapolis and
Youngstown operations August 15, citing its inability to get
continuing financing without the closures.  The company filed
for Chapter 11 bankruptcy protection on August 16.

Torok said that while operations will be scaled back, Cold Metal
would like nothing more than to keep the Indianapolis facility

"The long-term operation of the Indianapolis plant hinges on
successful contract negotiations as well as support from our
customers and lenders.  If the pieces come together,
Indianapolis can be a very viable operation," he said.

A leading intermediate steel producer, Cold Metal Products,
Inc., provides a wide range of strip steel products to meet the
critical requirements of precision parts manufacturers.  Through
cold rolling, annealing, edge conditioning, oscillate winding,
slitting, and cutting to length, the company provides value-
added products to manufacturers in the automotive, construction,
cutting tools, consumer goods and industrial goods markets. Cold
Metal operates plants in Ottawa, Ohio; Roseville, Mich.;
Hamilton, Ontario; and Montreal, Quebec.

COMMUNICATION DYNAMICS: Seeks to Pay Prepetition Shipping Claims
Communication Dynamics, Inc., and its debtor-affiliates want the
Court to give them authority to pay certain critical vendors'
prepetition claims on account of shipping, storage and relates

The Debtors want to pay certain prepetition obligations owed to:

   A) Shipping Obligations

      The Debtors must pay various prepetition incidental
      expenses on account of transportation, storage, packaging,
      oversight, inspection and related services. The Debtors are
      current to their obligations owed to the Carriers, to the
      extent that any amount remain owing, the Debtors request
      authority to pay the Carriers up to $50,000.

   B) Import Charges

      Most, if not all of the goods imported into or exported out
      of the Unites States are subject to import or export
      charges, which includes tariffs, customs duties, excise
      taxes and similar charges. The Debtors want to pay such
      Import Charges up to $50,000 in the aggregate.

   c) Essential Services

      The Debtors pay various essential services, including
      security and alarm services, services related to
      information systems and emergency maintenance personnel.
      The Debtors tell the Court that they need to pay the
      Essential Services Provides an aggregate amount of up

   d) Miscellaneous Expenditures

      The Debtors may determine any additional de minimis
      prepetition obligations which remained to be identified.
      The Debtors wish to pay any additional obligation up to
      $150,000 with no vendor receiving more than $15,000.

The Debtors explain that paying prepetition obligations to the
critical vendors will enable the Debtors to continue to receive
and deliver the goods and services that are the lifeblood of
their businesses and permit the Debtors to preserve their going
concern value.

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

DADE BEHRING: Consummates Debt Workout & Exits Ch. 11 Bankruptcy
Dade Behring (OTC Pink Sheets: DBEHV), one of the world's
largest clinical diagnostics companies, has successfully
consummated its debt restructuring, establishing a sound capital
structure to support the long term growth potential of its
consistently strong operating business.  Accordingly, Dade
Behring exited from its August 1, 2002, pre-packaged Chapter 11
filing, and issued its first publicly tradable stock.  Dade
Behring enters the public marketplace with six consecutive
quarters of profit and revenue growth, supported by a growing
installed instrument base in all of the company's business

"We are very pleased to have emerged within the expected time
frame, with the right capital structure and debt level, publicly
tradable securities, a new Board of Directors, and an excellent
and growing operating business," said Jim Reid-Anderson,
President and Chief Executive Officer.  "I particularly want to
thank our customers, employees and suppliers for their absolute
loyalty throughout this period.  Their confidence in Dade
Behring underscores the enduring strengths of our business and
the means by which we deliver value -- service, trust, quality
and 'lab-smart' innovation.  The Board and management of Dade
Behring are committed to building these strengths for the long
term benefit of our shareholders, employees, customers and

Pending its future registration on the NASDAQ, Dade Behring
common equity will initially be traded in the over-the-counter
market, with prices appearing in the pink sheets.  The Company
expects to complete NASDAQ registration within six months.  The
National Association of Securities Dealers has assigned Dade
Behring equities the symbol DBEH.  This symbol may or may not
change once the company is listed on the NASDAQ.

"Dade Behring is an established leader in what we believe to be
a resurgent diagnostics industry," said Reid-Anderson.  "Proper
diagnosis plays a large and increasingly important role in both
early therapeutic intervention and the subsequent health care
cost containment.  As the world's largest pure-play clinical
diagnostics company, we've structured our business to focus on
the most promising clinical diagnostic categories, and to
provide both the highest level of service and the most valuable
solutions to laboratory professionals upon whom physicians and
patients worldwide depend."

DADE BEHRING: Appoints New Seven-Member Board of Directors
Dade Behring (OTC Pink Sheets: DBEHV), one of the world's
leading global diagnostics companies, announced a new seven-
member board of directors formed upon the company's scheduled
September 30 emergence from its pre-packaged Chapter 11 filing.
Board members will include Leigh Anderson, founder and CEO,
Plasma Proteome Institute; James G. Andress, Former Chairman,
President and CEO, Warner Chilcott; Jeffrey D. Benjamin, Senior
Advisor, Apollo Management; Bradley Pattelli, Director, Angelo,
Gordon; Richard W. Roedel, Co-Founder and Principal, Pinnacle
Ventures; Alan S. Cooper, Principal, Redwood Capital; and Jim
Reid-Anderson, President and Chief Executive Officer of Dade

"I am very pleased to have this impressive and respected group
of business leaders provide guidance and strategic support to
our management.  There is no doubt in my mind that they will
help us position Dade Behring for the future," said Reid-
Anderson.  "Dade Behring will soon be a newly public
corporation, with significantly reduced debt, a very loyal and
committed group of customers and employees, and enhanced growth
potential following successful emergence from our pre-packaged
Chapter 11.  We look forward to an extremely bright future."

Leigh Anderson has served in his current role with Plasma
Protein Institute since 2002.  Prior to that time, he held
various key leadership positions at Large Scale Biology
Corporation, including Chief Scientific Officer, Chief Executive
Officer, and Board member.  He also co-founded the Molecular
Anatomy Program at the U. S. Department of Energy's Argonne
National Laboratory.  Anderson has a Ph. D. in Molecular Biology
from Cambridge University and a B.A. in Physics from Yale

Prior to joining Warner Chilcott, James Andress served as
President, CEO and COO at Information Resources, Inc.; Chairman
of Beecham Pharmaceuticals; President and CEO of Sterling Drug;
and President of the Home Health Care Division of Abbott
Laboratories.  He also has worked as a management consultant at
Booz, Allen & Hamilton.  His corporate board memberships include
Information Resources, Inc.; the Allstate Corporation; Option
Care; Sepracor, Inc.; and Xoma Corporation.  Andress graduated
from the U.S. Military Academy at West Point with a B.S. in
Engineering and holds an M.B.A. from the Wharton School at the
University of Pennsylvania.

Jeffrey Benjamin has been a Senior Advisor to Apollo Management
since 2002.  Before that time, he worked at Libra Securities and
its predecessors in various positions including Co-CEO.  Libra
Securities is a broker dealer specializing in high yield and
distressed securities.  He also has been a Managing Director at
UBS Securities, a Partner at Apollo Management and part of the
high yield bond group at Salomon Brothers.  Benjamin's current
corporate board positions include Exco Resources, Inc.; Chiquita
Brands International, Inc.; and McLeodUSA.  Benjamin holds an
M.S. in Management from the Sloan School of Management at MIT
and a B.A. from Tufts University.

Richard Roedel has been with Pinnacle Ventures, which he co-
founded, since 2000.  Previous positions include Chairman and
CEO of BDO Seidman, the renowned U.S. accounting firm and member
firm of BDO Binder.  Roedel graduated from Ohio State University
with a degree in Accounting and Economics and is a C.P.A.

Bradley Pattelli is currently a Director with Angelo, Gordon &
Co.  Since 1998, he has specialized in the analysis of leveraged
companies and special situations.  Prior to joining Angelo,
Gordon, Pattelli was a Co-Portfolio Manager for a startup long-
short equity investment firm.  In addition, Brad has worked as a
Financial Consultant with Merrill Lynch and as a Quantitative
Analyst with Salomon Brothers.  Pattelli graduated from the
University of Notre Dame with a B.S. in Electrical and Computer
Engineering.  He also holds an M.B.A. from Columbia Business
School and is a Chartered Financial Analyst.

Alan Cooper has spent the last ten years as a portfolio manager
and research analyst for two event-driven hedge funds.  For the
prior eight years, Cooper practiced corporate and securities
law.  Previous board experience includes Hills Stores Inc.,
Younkers Inc., Banyan Strategic Land Fund and Specialty
Catalogue Corp.  Cooper has an B.S. degree in economics from the
Wharton School at the University of Pennsylvania and a J.D.
degree from the University of Pennsylvania Law School.

"The extraordinary quality and broad business experience of this
new Dade Behring board will add greatly to the company's long-
term potential," said Reid-Anderson.  "I am proud to be a part
of this board, as well as to lead the 6,000 worldwide Dade
Behring employees.  Dade Behring is poised and well positioned
for enhanced growth and profitability."

With 2001 revenues of $1.23 billion, Dade Behring is among the
world's largest clinical diagnostics companies.  It offers a
wide range of products and systems for diagnostics testing,
making it today's best resource in this field.  The company is
headquartered in Deerfield, Illinois, and has operations in 43
countries.  Additional company information is available on the
internet at

ELEC COMMS: Annual Shareholders' Meeting to Convene on Nov. 26
The annual meeting of shareholders of eLEC Communications Corp.,
a New York corporation, will be held at the Company's executive
offices located at 543 Main Street, New Rochelle, New York 10801
on Tuesday, November 26, 2002 at 10:00 A.M., local time, for the
following purposes:

           1.   To approve the sale of substantially all of the
                assets of Essex Communications, Inc., eLEC's
                wholly-owned subsidiary, pursuant to the Asset
                Purchase Agreement dated September 3, 2002,
                between eLEC and Essex, on the one hand, and
                Essex Acquisition Corp., a wholly-owned
                subsidiary of, Inc.,
                on the other hand,

           2.   To elect three directors to eLEC's Board of
                Directors for the ensuing year; and

           3.   To consider and act upon such other business as
                may properly come before the meeting.

The Company's Board of Directors has fixed the close of business
on Wednesday, September 25, 2002 as the record date for the
determination of shareholders entitled to notice of and to vote
at the annual meeting and at any adjournment or postponement

                           *   *   *

As previously reported, ELEC Communications Corp., (OTCBB:ELEC)
announced that one of its wholly-owned subsidiaries, Telecarrier
Services, Inc., filed a voluntary petition for protection under
Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the Southern District of New York.

EMMIS COMMS: Surpasses Fiscal Second Quarter Earnings Guidance
Emmis Communications Corporation (Nasdaq: EMMS) announced
revenues and cash flow for its second fiscal quarter ending
August 31, 2002.  Net revenue for the quarter was $143.2 million
and Broadcast Cash Flow was $57.3 million.  On a pro forma
basis, after giving effect to the sale of our Denver radio
stations, net revenue increased 1.3% and BCF increased 2.6%.  As
reported, compared to the same quarter for the prior year, net
revenue was down slightly, whereas BCF was up slightly.

These results exceed revenue guidance of $138.8 million and cash
flow guidance $54.5 million, as well as Wall Street estimates
for revenues and cash flow.  Earnings Per Share before
accounting charge and extraordinary loss was $0.04, also
exceeding Wall Street estimates.

Another measure the company uses to determine performance is
Free Cash Flow, which it defines as net revenues less segment
operating expenses, corporate expenses, interest expense
(including interest associated with its 12-1/2% Senior Discount
Notes), cash taxes, capital expenditures, and preferred
dividends.  For the 2nd Quarter, FCF was $15.2 million compared
to $7.2 million in the same quarter of the prior year.

"We had a tremendous quarter -- and our next quarter looks much
stronger," Emmis Chairman and CEO Jeff Smulyan said.  "We
exceeded the guidance we set forth in July and have continued to
consistently reduce our leverage.  Most importantly, our
television division has made remarkable gains in audience and
revenue, and our radio group has had significant gains in
audience and revenue in all of our markets.  Even in New York
City, where we have faced considerable competition, the last
ratings and revenue pacings indicate we are meeting the
challenge.  In an uncertain economy, our people have performed
extremely well.  This company owes a debt of gratitude to every
one of our employees."

After Tax Cash Flow for the quarter was $26.4 million or $0.50
per diluted share as compared to $22.6 million and $0.47 per
share for the same quarter last year.

During its 2nd quarter, the company amended its credit facility
to provide for up to a $60.2 million redemption of its 12-1/2%
Senior Discount Notes due in 2011.  The amendment also reduced
Emmis' interest cost on $500.0 million of its bank debt by at
least 1%.  In addition, the company announced in mid-June that
it had appointed Ernst & Young LLP as the company's independent
auditor, replacing Arthur Andersen LLP.

Emmis Communications is an Indianapolis-based diversified media
firm with radio broadcasting, television broadcasting and
magazine publishing operations.  Emmis' 18 FM and 3 AM domestic
radio stations serve the nation's largest markets of New York,
Los Angeles and Chicago as well as Phoenix, St. Louis,
Indianapolis and Terre Haute, IN.  In addition, Emmis owns two
radio networks, three international radio stations, 15
television stations, award-winning regional and specialty
magazines, and ancillary businesses in broadcast sales and

                            *    *    *

As reported in Troubled Company Reporter's August 5, 2002
edition, Standard & Poor's Ratings Services assigned its single-
'B'-plus bank loan rating to the $500 million senior secured
term loan B of Emmis Operating Co. All other ratings on Emmis
and its parent company, Emmis Communications Corp., including
the single-'B'-plus corporate credit rating, are affirmed. The
outlook is stable.

ENCOMPASS SERVICES: Trading on Pink Sheets Under ESVN Symbol
On October 1, 2002, the New York Stock Exchange, Inc., NYSE,
suspended trading of the common stock of Encompass Services
Corporation (Pink Sheets:ESVN) and notified the Company that it
would submit an application to the Securities and Exchange
Commission to delist the Company's common stock.

In its decision to immediately suspend trading, the NYSE stated
that it took this action due to the abnormally low selling price
of the Company's common stock, which closed at $0.14 on
September 30, 2002. The NYSE has also indicated that the
Company's announcement on October 1, 2002 that the successful
completion of the Rights Offering is considered highly unlikely
also contributed to the NYSE's decision to immediately suspend
trading of the Company's common stock.

The NYSE had previously notified the Company on July 22, 2002
that trading of its common stock would be suspended if the sales
price for the common stock remained below the NYSE's continued
listing criteria through January 2003. In order to increase the
per share trading price, the Company proposed to effect a
reverse stock split and sought shareholder approval of a reverse
stock split at the Special Meeting of Shareholders scheduled for
October 15, 2002. The Company is evaluating whether to withdraw
this proposal from consideration at the Special Meeting.

The common stock presently trades on the over-the-counter market
"pink sheets" under the symbol "ESVN". The Company is also
working to have the common stock trade on the OTC Bulletin

The Company, its directors, executive officers and certain
members of management and employees may be considered
"participants in the solicitation" of proxies from the Company's
shareholders in connection with the transactions being proposed
at the Special Meeting. Information regarding such persons and a
description of their interests in the transactions are contained
in the Company's Proxy Statement and Annual Report on Form 10-K
filed with the SEC. Additional information regarding the
interests of those persons may be obtained by reading the proxy
statement and prospectus relating to the special meeting and
rights offering.

Encompass Services Corporation is one of the nation's largest
providers of facilities systems and services. Encompass provides
electrical technologies, mechanical services and cleaning
systems to commercial, industrial and residential customers
nationwide. Additional information and press releases about
Encompass are available on the Company's Web site at

ENRON: Manatt Phelps Seeking Relief from Compensation Orders
Pursuant to the Application and Order retaining Manatt, Phelps &
Phillips LLP as Rex Roger's counsel, Enron Corporation, together
with its debtor-affiliates will pay its compensation in
accordance with the Fee Orders, the Bankruptcy Code and local
rules for the Southern District of New York. Specifically, these
orders and rules require Manatt to detail the services that were
provided in its fee statements and fee applications, which may
be redacted to protect applicable privileges.

However, Manatt contends that simply redacting fee statements,
fee applications and time records are not sufficient to protect
applicable attorney-client and work-product privileges and the
confidentiality of the ongoing Investigations.

Accordingly, Manatt asks the Court for limited relief from the
Fee Orders to limit the dissemination and distribution of its
time records.

Michael Rauh, Esq., at Manatt, Phelps & Phillips LLP, in
Washington, D.C., tells the Court that limiting the access to
time records is critical to protect the confidentiality of the
information conveying the Employee's roles in the
Investigations, as well as the circumstances and status of the

Mr. Rauh explains that the number and nature of matters in which
Manatt is acting as Special Employees' Counsel, Manatt's time
records, even in redacted form, will often convey a significant
amount of confidential information about the Investigations.
"This is not information that the Debtors, the Employees, or the
government would necessarily want to become public, and Manatt
wishes to protect the confidentiality of its clients'
activities," Mr. Rauh says.  Many of them are or were executives
at Enron and have professional and personal reputations in their
communities, which should be protected.

The time records also reveal a substantial number of
communications with government officials, staffers and
investigators from Congress, DOJ, SEC, CFTC, FERC and other
governmental agencies which, if filed, may reveal highly
confidential and privileged information that may harm Manatt's
clients or the Debtors.  Mr. Rauh points out that the sensitive
nature of the substantial portion of Manatt's work for Enron's
Employees necessitates the protections requested by this motion.

In addition, Mr. Rauh continues, even information that first
appear innocuous, may, upon examination, allow other parties to
discover confidential, sensitive or privileged information.
Thus, the information that is already available to the public
and the public's fascination with this bankruptcy case increases
the risk that filing time records would be insufficient to
protect the clients' privileges and legitimate interests in

Taking these factors into consideration, Judge Gonzalez allows
Manatt to file its fee applications, fee statements and related
documents and records in accordance with the Fee Orders and
other applicable orders and guidelines, except:

    (a) Distribution of Manatt's time records will be limited to
        Chambers, the Chairman and Professional Staff of the Fee
        Committee, counsel for the Debtors, counsel for the
        Creditors' Committee, the U.S. Trustee and any other
        party specifically designated by the Court.  Any party
        reviewing Manatt's time records will be required to
        maintain the confidentiality of the information and will
        not publicly file or provide the time records, directly
        or indirectly, or by any means or in any manner
        whatsoever, to anyone other than those allowed parties.
        Any recipient of Manatt's time records will limit access
        to the materials to Attorney Eyes Only;

    (b) Manatt will publicly file as part of its fee
        applications and fee statements a summary schedule
        containing the name of the professionals that worked on
        the case during the period covered by the fee statement
        or fee application, his or her position at Manatt, the
        year that the professional was licensed to practice, the
        hours worked by each professional, the hourly rate for
        each professional and the aggregate amount billed for the
        period covered by the fee statement or fee application.
        The requirements of the Fee Committee Guidelines will be
        deemed satisfied upon the filing of the Summary Schedule
        and the dissemination of the time records to Chambers,
        the Fee Committee Staff, counsel for the Debtors, counsel
        for the Creditors' Committee and the U.S. Trustee;

    (c) Any party, other than those allowed by the Court, that
        wish to obtain any time records will submit a written
        request to Manatt explaining with specificity the basis
        for the request.  Manatt will have 10 days to respond to
        the request and will use its reasonable efforts to
        resolve any request without judicial intervention.  In
        the event Manatt agrees to supply the requested
        information, the recipient will be required to maintain
        the confidentiality of the time records as set forth in
        the Order.  If Manatt determines not to supply the
        requested information, the requesting party will then be
        entitled to file an appropriate motion or other pleading
        with the Court upon proper notice to interested parties;

    (d) The dissemination and disclosure of the time records in
        accordance with these procedures will not constitute a
        waiver of the attorney-client or attorney work-product
        privileges by Manatt, its clients or any other party;

    (e) Any objections to any fee application or fee statement,
        pleading or other filing that references the content of
        the time records in any manner will be filed in a form
        specified by the Order, with copies to the Court allowed

    (f) All objections, pleadings or other filings will be filed
        with a cover sheet on the document or pleading reciting:

             The materials herein are filed pursuant to an
             Order of the Court dated August 8, 2002.
             Pursuant to said Order, the attached materials
             Are confidential and may be viewed only by
             The Chambers of the Honorable Arthur J.
             Gonzalez, Manatt Phelps & Phillips LLP, the
             Chairman and Professional Staff of the Fee
             Committee, counsel for the Debtors, counsel
             For the Official Committee of Unsecured
             Creditors and the U.S. Trustee.  Copies of
             The attached materials are available solely
             From Manatt Phelps & Phillips or otherwise by
             Order of the Court under the procedures set
             Forth in the Order.

    (g) The cover sheet will contain the caption of the case,
        designated the party filing the materials and be signed
        by counsel for said party.  Only the cover sheet will
        become part of the public record.  The pleadings or other
        materials being filed will be maintained in a sealed
        envelope to which a copy of the cover sheet will also be
        affixed; and

    (h) With respect to any hearing concerning fee statements,
        fee applications, time records or related documents or
        records, the necessary arrangements to maintain the
        confidentiality of the time records will be addressed
        with the Court in advance of the hearing. (Enron
        Bankruptcy News, Issue No. 43; Bankruptcy Creditors'
        Service, Inc., 609/392-0900)

EOTT ENERGY: Interest Nonpayment Spurs S&P to Drop Rating to D
Standard & Poor's Ratings Services lowered its unsecured debt
rating on Houston, Texas-based EOTT Energy Partners L.P. to 'D'
from double-'C', following the failure of the company to make
the bond interest payment due October 1, 2002. About $235
million of debt is affected.

As the company previously indicated, it will be utilizing the
30-day grace period and a forbearance on its bank credit
facilities to attempt to reach an agreement on restructuring its
debt and to resolve outstanding issues with Enron Corp. A
subsidiary of Enron is the general partner of EOTT. Since those
efforts have been under way for months and have yet to produce
any agreements, Standard & Poor's believes it is questionable
whether the company will be able to successfully settle all of
the necessary issues that will allow it to resume timely
payments on its debt.

DebtTraders reports that Eott Energy Partners/Fin.'s 11.000%
bonds due 2009 (EOT09USR1) are trading between 57 and 59. See
real-time bond pricing.

ERIE MUNICIPAL: S&P Hatchets Rating to BB+ Over Credit Concerns
Standard & Poor's Ratings Services lowered its rating to double-
'B'-plus from triple-'B'-minus on Erie Municipal Airport
Authority, Pennsylvania's outstanding debt, issued for Erie
International Airport, and removed the rating from CreditWatch,
where it was placed with negative implications on September 20,
2001. The outlook is stable.

The airport, along with all other North American airports, was
placed on CreditWatch on September 20, 2001, in the wake of the
terrorist attacks of September 11 and the ensuing precipitous
drop in air traffic.

"The rating downgrade reflects the material weakening of the
airport's overall creditworthiness, while the stable outlook
reflects the expectation that the airport's financial condition
will recover and stabilize," said credit analyst Joseph

More specific credit concerns include annual enplanements that
have declined steadily in each year since 1998; a service area
with stagnant population growth and below-average wealth levels;
a nondiverse carrier mix and increasing reliance on US Airways;
concern regarding the future operations of US Airways Inc.
(corporate credit rating D/--/--) at the airport; slim cash flow
coverage of about 0.79 times based on audited 2001 financials; a
weak cash position; and a relatively high cost structure.

These weaknesses are offset somewhat by the airport's relatively
low debt burden with debt-per-enplaned passenger at $24.67 for
fiscal 2001, which is expected to increase to $25.37. However,
this credit strength is tempered somewhat by the airport's plan
to issue $10 million in additional debt over the near term.

For September 2001 through January 2002, passenger levels at
Erie International faired worse than comparable facilities and
the national recovery trend. However, for the months February
2002 through July 2002 passenger levels at Erie International
have rebounded better then the national levels over the same

The airport's credit fundamentals have weakened due the events
of September 11, 2001, which caused the airport to rely on two
carriers from predominantly three since Continental stopped
service to Cleveland, causing uneven operational performance. US
Airways and Northwest Airlines now pay about 80% of the
airport's security costs and rent for public space.

EXTRACTION TECH.: Accepting Sealed Bids for Assets Until Oct. 24
The trustee for Extraction Technologies of Virginia, Inc., an
operation now in Chapter 7, seeks buyers for premier
polyethylene and pulp recycling equipment that puts the green
back into the environment and allows better-funded operations to
boost their bottom lines in eco-friendly ways.

Tranzon Fox, of northern Virginia, is managing the absolute,
sealed-bid auction for the nearly-new recycling equipment on
behalf of bankruptcy trustee Keith L. Phillips.  Inventory
includes a Regenex Continuous Batch Fiber Recovery System,
Previero/Sorema Polyethylene Recycling System, grinders,
blowers, tanks, conveyors, pumps, motors, baler, drying
equipment, agglomerator, screeners, silo hopper, PLC control
panel and other spare parts and equipment.  Previero, an Italian
company, is a world leader in manufacturing polyethylene (think
plastic grocery bags) recycling equipment.

Deadline for sealed bids is October 24, 2002 at 4:00 p.m. (EDT).

Previews of the equipment are scheduled at the plant's
Lawrenceville, VA location on October 16 and October 17 from
9:00 a.m. - 3:00 p.m. (EDT).

On the plastics side, the equipment is of particular interest to
the wood preservative, landscaping and homebuilding industries
in need of alternatives to a type of pressure-treated lumber
full of an arsenic-based pesticide the Environmental Protection
Agency (EPA) plans to ban starting in January of 2004, according
to Dale Daniel, former E.T. plant manager.

Now groups are scrambling for safer alternatives.

"With the demand for recycled polyethylene expected to explode
after the beginning of next year, the buyer of this equipment is
likely to be in a very favorable position, especially
considering that the replacement cost of the Previero 'poly
line' is well in excess of $1 million," says Douglas W. Zeisel,
of the McShane Group in Timonium, MD, which is overseeing the
liquidation of Extraction Technologies.

According to Stephen Karbelk, executive vice president of
Northern-VA based Tranzon Fox, "Extraction Technologies offers
industries using recycled paper and plastics an opportunity to
become more self sufficient by supplying their own raw
materials.  Or, another recycler may buy this equipment in
anticipation of the high demand for quality recycled plastics
for the composite wood industry."

For more information about the auction contact Tranzon Fox's
Stephen Karbelk at (888) 621-2110 or

FEDERAL-MOGUL: Equity Committee Turning to Deloitte for Advice
After considering the merits of the case, the U.S. Bankruptcy
Court for the District of Delaware under Judge Newsome permits
the Equity Committee in the Chapter 11 cases of Federal-Mogul
Corporation and its debtor-affiliates to retain Deloitte &
Touche, LLP as their consultant and financial advisor effective
as of July 12, 2002. Judge Newsome, however, reduces Deloitte's
fees to $30,000 for any single calendar month.  Judge Newsome
believes that Deloitte will not be taking up much task in these
cases as the Equity Committee's financial advisor because the
firm can use the work product of the other financial advisors.

The Equity Committee originally proposed to compensate Deloitte
$200,000 for the first five months of its engagement and
$125,000 per month for the subsequent periods.

Specifically, Deloitte is expected to:

(a) Assist and advise the Equity Committee in its consultations
     with the Debtors and other statutory committees regarding
     the administration of the cases;

(b) Assist and advise the Equity Committee in connection with
     its investigation of the financial condition of the Debtors
     and their affiliates, the operation of the Debtors'
     businesses and other matters relevant to the case or to the
     formulation of a reorganization plan;

(c) Assist the Equity Committee in connection with its
     evaluation of any valuations prepared by the Debtors and
     other statutory committees and in performing any alternative
     valuation calculations;

(d) Assist the Equity Committee in connection with the
     formulation or negotiation of a reorganization plan;

(e) Assist the Equity Committee in connection with the analysis
     of the Debtors' asbestos liabilities;

(f) Assist the Equity Committee in the analysis of the Debtors'
     business plan;

(g) Assist the Equity Committee in analyzing other reports or
     analysis prepared by the Debtors or its professionals;

(h) Assist the Equity Committee in analyzing the financial
     ramifications of any proposed transactions for which the
     Debtors seek Bankruptcy Court approval;

(i) As deemed appropriate by Deloitte and the Equity Committee,
     attend and advise at meetings with the Equity Committee and
     its counsel and representatives of the Debtors and other
     interested parties;

(j) As deemed appropriate by Deloitte and the Equity Committee,
     render expert testimony on behalf of the Equity Committee;

(k) Provide other necessary services, as may be requested by the
     Equity Committee and as agreed by Deloitte.

The firm's standard hourly billing rates are:

              Partner             $550 - 650
              Senior Manager       475 - 550
              Manager              425 - 475
              Senior Consultant    325 - 375
              Consultant           250 - 300
              Paraprofessional     100 - 150

(Federal-Mogul Bankruptcy News, Issue No. 24; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

FRUIT OF THE LOOM: Wants More Time to File Claim Objections
The FOL Liquidation Trust and the Unsecured Creditors Trust ask
Judge Walsh to extend the deadline to file objections against
various claims.

Risa M. Rosenberg, Esq., at Milbank, Tweed, Hadley & McCloy,
counsel for the FOL Trust, and Kay Standridge Kress, Esq., at
Pepper Hamilton, counsel for the Unsecured Creditors Trust,
remind Judge Walsh that the Trusts are required to complete the
claims analysis and objection process for all Claims under the

Specifically, the FOL Trust is charged with making and filing
objections and paying allowed claims, on all claims except for
Class 4B Claims and those reserved exclusively for resolution by
the Unsecured Creditors Trust.

On the other hand, the Unsecured Creditors Trust is charged with
receiving distributions intended for holders of Allowed Class 4A
Claims and distributing the funds when their claims are deemed
allowed.  The Unsecured Creditors Trust is also responsible for
prosecuting, settling or otherwise resolving objections to Class
4A Claims.

Ms. Rosenberg and Ms. Kress assure the Court that both the FOL
Liquidation Trust and the Unsecured Creditors Trust are busy
reviewing claims.  Both parties have filed Omnibus Objections to
Claims and have or are preparing distributions.  Additionally,
the Court recently established uniform procedures for objecting
to claims.

Ms. Rosenberg explains that the FOL Liquidation Trust is unable
to complete its review or make distributions to Class 5 Claims
until the Unsecured Creditors Trust has completed its Class 4
Claims objection process.

Clingman & Hanger Management Associates, the Trust Administrator
of the Unsecured Creditors Trust, filed its First Omnibus Claims
Objection last month.  The objected claims include: no amount
owed claims; workers' compensation claims; benefit plan claims;
no liability claims; claims to be reclassified; claims to be
liquidated; amended claims; duplicate claims; no equity interest
claims; and reduced amount claims.

Pursuant to the Plan, the last date objections to claims are
due, with the exception of NWI Claims, is October 30, 2002.  The
FOL Liquidation Trust and the Unsecured Creditors Trust believe
that they will not be finished reviewing the claims by that

Thus, the parties ask Judge Walsh for an extension until April
30, 2003 to effectively evaluate, prepare, file and resolve the
claims.  The Trusts request that the Order should be without
prejudice to their right to seek further extensions to file
objections. (Fruit of the Loom Bankruptcy News, Issue No. 60;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

GALEY & LORD: Cuts Undrawn DIP Facility to $75 Million
As previously reported, on February 19, 2002, Galey & Lord,
Inc., and each of its domestic subsidiaries filed voluntary
petitions under Chapter 11 of Title 11, United States Code in
the United States Bankruptcy Court for the Southern District of
New York (Case Nos. 02-40445 through 02-40456 (ALG)). The
Company and the subsidiaries remain in possession of their
assets and properties and continue to operate their businesses
and manage their properties as debtors-in-possession pursuant to
Sections 1107(a) and 1108 of the Bankruptcy Code. On February
19, 2002, the Company and the subsidiaries filed a motion
seeking to enter into a credit facility of up to $100 million in
debtor-in-possession financing with First Union National Bank
and Wachovia Securities, Inc. On February 21, 2002, the
Bankruptcy Court entered an interim order approving the facility
and authorizing immediate access to $30 million. On March 19,
2002, the Bankruptcy Court entered a final order approving the
entire $100 million DIP financing.

As permitted under the terms of the final DIP financing
agreement, the Company has exercised its right to permanently
reduce the Total Commitment (as defined in the DIP Agreement)
under the DIP Agreement from $100 million to $75 million,
effective September 24, 2002. At September 24, 2002, the Company
had no outstanding borrowings under the DIP Agreement (except
for an outstanding standby letter of credit of approximately
$3.9 million) and the Company had domestic cash on hand of
approximately $34.5 million.

GENCORP INC: Reports Improved Performance for 3rd Quarter 2002
GenCorp Inc., (NYSE: GY) reported earnings per share of $0.19
for the third quarter compared to $0.07 for the comparable 2001
quarter, as operating profit margins increased. Third-quarter
segment operating profits increased 16% to $22 million versus
$19 million in the third quarter 2001.  Revenue for the third
quarter totaled $266 million versus $356 million for the
comparable 2001 quarter, which included $107 million of revenue
from Aerojet's Electronic and Information Systems business that
was sold in October 2001.

"I am very pleased with the progress that GenCorp is making,"
said Terry Hall, CEO. "We are seeing a trend of increased
earnings from operations and we have initiated the first step in
our growth plan for our Aerojet unit by acquiring General
Dynamics Space Propulsion and Fire Suppression Unit."

"We are also moving forward with our real estate strategy. The
Company has commenced negotiations on potential joint ventures
related to the commercial development of some of its entitled
land in Sacramento, and hopes to conclude these negotiations
soon," he continued.

"Also during the quarter, the Company completed an extensive
review of its estimated future environmental costs on existing
sites. This review was based upon updated technical, legal and
cost analyses. As a result of this review, the Company increased
its environmental reserves to $346 million from $253 million at
May 31, 2002. The Company also increased the estimated amounts
expected to be recovered from the U. S. Government to $235
million from $142 million at May 31, 2002. The adjustment to the
environmental remediation reserves and estimated future cost
recoveries did not affect net income for the quarter. Our net
environmental remediation liability, the excess of environmental
reserves over expected cost recoveries, was $111 million at
August 31, 2002 and May 31, 2002," concluded Mr. Hall.

                        Operations Review

GDX Automotive

Operating profit for the third quarter was $5 million compared
to a loss of $5 million for the prior year quarter. The
improvement in earnings is a direct result of restructuring
which took place after the Draftex acquisition in December 2000.
Since that time, the Company has closed four facilities and
reduced headcount by 1600 positions.

In September, GDX initiated plans to further improve its cost
structure by closing a facility in Germany and reducing the size
of its headquarters organization.  Total costs of this
restructuring will be $2 million. The restructuring charge will
be included in the fourth quarter 2002 results.

Third quarter operating margins were 3% compared to year-to-date
margins of 4%.  Operating margins are historically lower in the
third quarter and reflect shutdown and retooling efforts by
GDX's major automotive customers.

Historically, GDX has experienced higher margins in its second
and fourth quarters. The Company expects that trend to continue
in the fourth quarter of 2002.


Aerojet's sales for the third quarter were $63 million as
compared to $161 million for the comparable quarter in 2001. The
change is primarily attributable to the divestiture of Aerojet's
EIS business in October 2001. Excluding EIS, sales increased 17%
over the prior year quarter.  Third-quarter income from
operations, excluding EIS and the decrease in income from
employee benefit plans, increased slightly from the same quarter
in 2001.

Highlights since the last earnings release include: the
acquisition of GDSS; the successful demonstration of Lockheed
Martin's Atlas V core launch vehicle which will eventually be
powered by Aerojet's Solid Rocket Motors; and a $43 million sole
source contract award from Boeing Phantom works to develop
"HyFly" dual combustion ramjet test flight engines for the
Defense Advanced Research Projects Agency and Office of Naval

Contract backlog totaled $563 million and funded backlog totaled
$350 million at August 31, 2002.

Aerojet Fine Chemicals

Sales at Aerojet Fine Chemicals increased to $13 million in the
third quarter, up substantially from the $5 million reported in
the prior year, reflecting higher production volumes.  AFC's
operating profit for the third quarter totaled $3 million
compared to a loss of $6 million in the prior year.  The
improved operating performance reflects operational improvements
and the realization of cost savings from restructuring programs
completed in 2001.  Prior year results were also negatively
affected by inefficiencies caused by start-up production for
several new products.  Contract backlog totaled $43 million at
August 31, 2002. The Company expects that AFC will be profitable
in the fourth quarter of 2002.

Other Information and Unusual Items

Third-quarter interest expense was $4 million versus $10 million
in the prior year quarter due to lower average outstanding debt
balances and lower interest rates.  Debt outstanding at November
2001 of $214 million reflected debt reduction in the fourth
quarter of 2001 from the sale of EIS.

During 2002, debt increased to $292 million at the end of the
third quarter due primarily to working capital requirements,
including needs for Aerojet's Atlas V Solid Rocket Motor

During the third quarter, the Company contributed property
located in Michigan to the County of Muskegon.  The Company will
receive a tax deduction for this contribution that has decreased
the Company's year-to-date effective tax rate by two percentage

In October, the Company amended its existing credit facilities
to include a new $115 million term loan which will mature in
March 2007.  Proceeds of the term loan were used to finance the
acquisition of GDSS and to reduce amounts outstanding under its
existing revolving credit facility.

Third quarter income from retiree benefit plans, net of tax,
totaled $5 million.

Three senior management appointments were announced: Gregory
Kellam Scott joined the Company as senior vice president, Law
and general counsel and secretary.  Mr. Scott replaces William
Phillips who retired in accordance with previously announced
plans.  Also, Douglas Jeffries joined the Company as vice
president and controller and Kari Van Gundy was hired as vice
president and treasurer.


The Company expects diluted earnings per share for fiscal year
2002 to be at the lower end of the guidance given previously of
$0.90 to $1.00 per share, excluding unusual items and
restructuring charges. Although the Company's forecasts are
subject to numerous variables and uncertainties, the main risks
in achieving the forecasted results include:  (1) automotive
production rates; (2) the timing of potential real estate
transactions; (3) our ability to successfully complete testing
and qualification of the Atlas V Solid Rocket Motor -- currently
a test is scheduled for late October and absent any unforeseen
delays, testing should be completed by fiscal year end; and (4)
the ability of Aerojet Fine Chemicals to sustain targeted
product delivery levels.

GenCorp is a multi-national, technology-based manufacturer with
leading positions in the automotive, aerospace, defense and
pharmaceutical fine chemicals industries.  Additional
information about GenCorp can be obtained by visiting the
Company's Web site at

                           *    *    *

As reported in Troubled Company Reporter's July 11, 2002
edition, Standard & Poor's assigned its preliminary double-'B'
and single-'B'-plus ratings to senior unsecured and subordinated
debt securities, respectively, filed under GenCorp Inc.'s $300
million SEC Rule 415 shelf registration.

At the same time, Standard & Poor's affirmed its existing
ratings on GenCorp, including the double-'B' corporate credit
rating. The outlook is stable.

HAYES LEMMERZ: Asks Court to Disallow 34 Added Duplicate Claims
Michael W. Yurkewicz, Esq., at Skadden Arps Slate Meagher & Flom
LLP, in Wilmington, Delaware, asserts that a Claimant is not
entitled to multiple recoveries for a single liability against a
single Debtor.  A Claimant is entitled only to a single
satisfaction, if at all, of any particular claim of liability
against a Debtor.  By allowing the Claimants to assert their
claims of liability under duplicate or multiple Proofs of
Claims, Hayes Lemmerz International, Inc., together with debtor-
affiliates and their estates risk multiple recoveries by a
Claimant for a single claim or liability against a Debtor.  In
order to confirm that the Claimants have only a single claim of
liability, to clarify the claims register in these cases and to
simplify the claims allowance/disallowance process, the Debtors
want the Court to disallow any duplicate claims filed by a

The Debtors have identified 34 additional duplicate Proofs of
Claim totaling $17,851,153 since they filed their first omnibus
objection to duplicate claims.  Some of these claims include:

                            Claim To Be   Surviving
       Claimant              Expunged       Claim        Amount
       --------             -----------   ---------      ------
Amplicon Inc.                 3416         2739        $70,186
Department of Treasury         718          419         17,039
Department of Treasury         710          513        119,708
Department of Treasury         709          514        414,609
Department of Treasury        4111         4061         35,038
E&R Industrial Sales Inc.     4070         3141        499,430
Industrial System Associates  7071         3048      5,755,301
National Refractories          112           97         80,573
Ohio Worker's Compensation     620          564      9,339,429
Oram Material Handling        4090         4089         97,799
Peacock Industries            1771         1770         59,379
PPG Industries Inc.           4075         3252        153,882
PPG Industries Inc.           4077         3115        611,275
PPG Industries Inc.           4078         3116         36,490
PPG Industries Inc.           4076         3117        129,625
PPG Industries Inc.           4074         3118        163,040
PPG Industries Inc.           4114         3119        108,841
PPG Industries Inc.           4079         3120       $134,584

Mr. Yurkewicz assures the Court that the disallowance of the
Duplicate Claims will not prejudice the Claimants or their
substantive rights or claims against the Debtors. (Hayes Lemmerz
Bankruptcy News, Issue No. 18; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

HYDROGIENE CORP: Auditors Working to Reconstruct Fin'l Records
A Hydrogiene Corp., (PinkSheets:HICS) company spokesperson
stated activities have commenced by the company's accountants,
Acheson and Carnago, CPA, to bring current the company's
financial records prior to giving these records and documents to
the company's outside auditors, who will then independently
audit and certify preparatory to filing with the SEC.

This action is required to bring the company back to a fully
reporting status on the OTCBB, where it was situated prior to
being delisted to the Pink Sheets as a result of not filing the
required SEC quarterly and annual reports by the now-ousted
former board of directors.

Active steps, including Las Vegas Municipal law enforcement
involvement, have been instigated and the company has been
successful in locating and taking physical possession of the
company books, records and other physical assets removed from
the company's California headquarters and taken to the now
identified storage facility in Las Vegas by the former chairman
of the board, J. Christopher Kennedy and former President John
Bailey, according to Hydrogiene Corp.

Hydrogiene, the spokesperson added, has now taken another large
step on its way back to full operations and recovery.

INDIA GROWTH: Board Adopts Plan of Liquidation and Dissolution
The India Growth Fund Inc., announced that at a meeting of the
Board of Directors of the Fund held on October 3, 2002, the
Board decided to submit to the Fund's stockholders a proposal to
liquidate the Fund.

It is anticipated that a plan of liquidation and dissolution
will be submitted to stockholders at a meeting of stockholders
expected to be held in December 2002. The decision by the Board
to submit a plan of liquidation and dissolution to the
stockholders follows consideration by the Board of various
alternatives to allow the stockholders to realize net asset
value for their shares.

The Fund is a closed-end management investment company that
seeks long-term capital appreciation through investment
primarily in equity securities of Indian companies. The Fund is
traded on the New York Stock Exchange under the trading symbol
"IGF". The Fund's investment adviser is Unit Trust of India
Investment Advisory Services Limited.

LAND O'LAKES: Schedules Third Quarter Earnings Call for Oct. 24
Land O'Lakes, Inc., scheduled its third quarter earnings call
for investors.  The call will begin at 1:00 p.m., Eastern Time
on Thursday, October 24, 2002.  The call will be preceded by an
earnings release that morning.

The dial-in numbers are:

                USA - 1-888-928-9524

                International - 1-712-271-0081

                Passcode:  "Land O'Lakes"

A replay of the conference call will be available through
October 31, 2002, at:

                USA - 1-800-945-7621

                International - 1-402-220-3573

                The replay access ID is #8654985

In a September 10th meeting with investors, Land O'Lakes said it
expects EBITDA (Earnings Before Interest, Taxes, Depreciation
and Amortization as calculated under the Land O'Lakes bond
indenture) for the 2002 third quarter to be approximately $31
million.  The company today re-affirmed this estimate. Actual
monthly bond EBITDA for July and August was $13 million and
$10 million, respectively.  September bond EBITDA is expected to
be approximately $9 million.  The September figure is a
preliminary estimate; final numbers will be made available in
the October 24 news release.

The company also commented on the recent announcement that Agway
Inc., an unrelated cooperative, is filing petitions for
reorganization under Chapter 11.  Land O'Lakes sells Agway
approximately $4.5 million in feed and seed products annually,
which represents less than 0.1 percent of the company's total
sales.  Land O'Lakes current credit exposure to Agway amounts to
approximately $330,000.

Land O'Lakes -- is a national,
farmer-owned food and agricultural cooperative, with sales of $6
billion.  Land O'Lakes does business in all fifty states and
more than fifty countries.  It is a leading marketer of a full
line of dairy-based consumer, foodservice and food ingredient
products across the U.S.; serves its international customers
with a variety of food and animal feed ingredients; and provides
farmers and local cooperatives with an extensive line of
agricultural supplies (feed, seed, crop nutrients and crop
protection products) and services.

For complete financial information, please refer to

                        *    *    *

As reported in Troubled Company Reporter's August 2, 2002
edition, Moody's Investors Service placed the ratings of Land
O'Lakes, Inc., and its trust subsidiary, Land O'Lakes Capital
Trust I, under review for likely ratings downgrade.

Ratings placed under review are:

                   Land O'Lakes, Inc.

            * Senior implied rating of Ba2;

            * Senior secured rating of Ba2;

            * Senior unsecured issuer rating of Ba3;

            * Senior unsecured rating at Ba3.

               Land O'Lakes Capital Trust I

            * Trust preferred securities at Ba3.

The action reflects the company's lower than expected operating
performance and its weakening credit measures. Land O'Lakes core
dairy business began generating operating losses as it
continually faces stiff competition from market overcapacity and
lower prices.

LANGSTON CORP: Selling Real Property Assets to OPG Acquisitions
Representing the bankruptcy trustee for the estate of the
Langston Corporation, Binswanger/CBB recently negotiated the
sale of a 373,000 square foot building on 32 acres to a
partnership consisting of OPG Acquisitions, LLC and Strategic
Realty Investments.

The property is located at 111 Woodcrest Road. Sale price was

The principal buyer, OPG Acquisitions, LLC, is a subsidiary of
O'Neill Properties Group, LP. The privately-owned suburban
Philadelphia-based real estate development company specializes
in the development and leasing of high-quality, cost-effective,
state-of-the-art commercial office and industrial space.

O'Neill is currently developing and leasing over four million
square feet in the Greater Philadelphia market. Strategic Realty
Investments is a full-service commercial real estate development
company based in Malvern, PA.

Langston Corporation was formerly a recognized leader in the
pulp and paper industry, specializing in the design and
manufacture of equipment used to produce and convert corrugated

Headquartered in Philadelphia, PA, Binswanger/CBB is a member of
Chesterton Blumenauer Binswanger, a global, full-service real
estate organization with over 160 offices worldwide throughout
the U.S.A., Canada, Mexico and South America, the U.K. and
Europe, the Middle East, Asia, South Africa and Australia.

LA PETITE ACADEMY: Fails to Beat Deadline for Form 10-K Filing
La Petite Academy, Inc., is unable to file its Annual Report on
Form 10-K for the fiscal year ended June 29, 2002 without
unreasonable effort or expense due to the inability of
management and the Company's independent auditors to complete
the preparation of the required audited financial statements for
the fiscal year for the reasons discussed below.  As previously
disclosed in the Company's Current Report on Form 8-K filed on
September 16, 2002, the Company expects to take cumulative
charges to earnings, which based on preliminary estimates are
expected to be material.  The charges are expected to include
adjustments to be reflected in the Company's fourth fiscal
quarter financial statements.  The charges also may be reflected
as a restatement of certain of the Company's historical
financial statements and also may include a write-down of assets
resulting from an analysis of the carrying value of certain
long-term assets, including goodwill and other intangibles and
deferred tax assets.  The unaudited financials statements for
the Company's quarterly periods in fiscal 2002 and the audited
financial statements for the fiscal year ended June 30, 2001 and
prior periods might need to be restated.

To determine the scope, magnitude, timing and cause of the
charges and to improve internal accounting controls, the audit
committees of the boards of directors of the Company and its
parent, LPA Holding Corp., are conducting an internal review.
The audit committees have retained independent outside
advisors, including legal counsel and accountants, to
participate in the review. The audit committees and their
advisors are still in the process of performing their internal
review of the Company's financial statements.  Until the audit
committees and their advisors have completed their internal
review, it is not feasible for management and the Company's
independent auditors to complete the preparation of the
Company's audited financial statements for the fiscal year ended
June 29, 2002 and for the Company to file its Annual Report on
Form 10-K in a timely manner without unreasonable effort or
expense nor can a reasonable estimate of the Company's results
for the period be made.

With headquarters in Chicago, Illinois, La Petite Academy is the
nation's largest privately held early childhood education
company with over 725 schools in 36 states and the District of
Columbia. Under the La Petite Academy umbrella, the Montessori
Unlimited preschool represents the largest (32) chain of schools
offering the Montessori approach to learning.

                            *    *    *

As previously disclosed in the Quarterly Report for the quarter
ended April 6, 2002, La Petite Academy was not in compliance
with certain of the financial covenants contained in the Credit
Agreement for that quarterly period and had received on May 20,
2002 a limited waiver through the period ended August 15, 2002.

On August 15, 2002, the Company and its parent, LPA Holding
Corp., obtained another limited waiver of non-compliance with
those financial covenants for that quarter from the requisite
lenders under the Credit Agreement. The limited waiver received
on August 15 provides that the lenders will not exercise their
rights and remedies under the Credit Agreement with respect to
such financial covenant non-compliance during the period through
September 30, 2002.

Consistent with its prior disclosure, the Company continues to
expect that it will not be able to comply with certain of the
financial covenants contained in the Credit Agreement for the
fourth quarter of fiscal 2002. The Company and LPA Holding Corp.
expect to continue discussions with the lenders under the Credit
Agreement (a) to obtain a permanent waiver of the financial
covenant non-compliance for the quarterly period ending April 6,
2002 and (b) to amend its financial covenants, commencing with
the quarterly period ending on June 29, 2002, based on the
Company's current operating conditions and projections. There
can be no assurance that the Company and LPA Holding Corp., will
be able to obtain such a permanent waiver and/or amendment to
the Credit Agreement. The failure to do so would have a material
adverse effect on the Company and LPA Holding Corp.

LEGACY HOTELS: Will Release Q3 Earnings on October 17, 2002
Legacy Hotels Real Estate Investment Trust (TSX: LGY.UN) will
release its third quarter earnings on October 17, 2002 to be
followed by a conference call that day at 1:30 p.m. Eastern
Time. Participating on the call will be members of Legacy's
senior management.

Investors are invited to access the call by dialing 416-641-6682
or 1-800-387-2917. You will be required to identify yourself and
the organization on whose behalf you are participating. A
recording of this call will be made available beginning at 3:30
p.m. on October 17, 2002 through to 3:30 p.m. on October 24,
2002. To access the recording please dial 1-800-633-8625 and use
the reservation number 20932957.

A live audio webcast of the third quarter conference call will
be available via Legacy's website --
. An archived recording of the webcast will remain available on
the website until the next quarterly earnings conference call.

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

                          *   *   *

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

LIFEGUARD LIFE: S&P Assigns 'R' Financial Strength Rating
Standard & Poor's Ratings Services assigned its 'R' financial
strength rating to Lifeguard Life Insurance Co., after learning
that the California Insurance Commissioner put the company into
conservation on Sept. 27, 2002, to protect California
policyholders and creditors.

Lifeguard Life's parent company, Lifeguard Inc., an HMO, was
seized and conserved by the California Department of Managed
Health Care on Sept. 13, 2002, because of its weak financial
position and inadequate financial reserves.

Lifeguard Life is a California-domiciled life and disability
insurance company, which mainly administers preferred provider
organization benefit programs.

An insurer rated 'R' is under regulatory supervision owing to
its financial condition. During the pendency of the regulatory
supervision, the regulators may have the power to favor one
class of obligations over others or pay some obligations and not
others. The rating does not apply to insurers subject only to
nonfinancial actions such as market conduct violations.

LOCATEPLUS: Seeking New Financing to Fund Planned Operations
LocatePLUS Holdings Corporation was initially incorporated in
Massachusetts in 1996 as Worldwide Information, Inc.  In July
1999, the Company reincorporated in Delaware and changed its
name to, Inc.  On August 1, 2001, the Company
changed its name from, Inc., to LocatePLUS
Holdings Corporation as part of a corporate restructuring. As
part of the restructuring, the Company created two wholly-owned
subsidiaries, LocatePLUS Corporation and Worldwide Information,
Inc.  The restructuring was completed by commonly-controlled
entities and, accordingly, was accounted for based on historical

The Company provides access to public information such as
bankruptcies, real estate transactions and motor vehicles and
drivers' licenses to commercial, private sector and law
enforcement entities in the United States. In 1999 and prior
periods, this information was delivered to customers on compact
disks. In March 2000, the Company began providing information
through the Internet.

The Company has incurred an accumulated deficit of approximately
$16.2 million through June 30, 2002 and used approximately $3.1
million of cash in operations during 2001 and $2.0 million
during the six months ended June 30, 2002. The cash required to
fund planned operations for the next twelve months exceeds the
cash anticipated to be generated from the Company's planned
operations by an average of approximately $150,000 per month,
and thus management estimates that the Company will require
approximately $1.8 million in additional cash to fund its
planned operations for the next twelve months. As a result,
management believes that additional financing will be required
during 2003 to fund the Company's planned operations. There can
be no assurance that such financing will be available to the
Company on favorable terms, or at all. In the event that the
Company's operations are not profitable or do not generate
sufficient cash to fund the Company's business, or if the
Company fails to obtain additional financing, the Company will
have to substantially reduce its level of operations. These
circumstances raise substantial doubt about the Company's
ability to continue as a going concern.

Revenue from the Company's Worldwide InformationTM CD-ROM
product increased to $149,025 for the six months ended June 30,
2002 from $118,182 for the six months ended June 30, 2001, an
increase of 26%. During 2002, LocatePLUS shipped more CD-ROM
products including data from states for which it had no
shipments in 2001. Revenue from its Internet-based product,
LocatePLUS(TM), increased to $597,177 for the six months ended
June 30, 2002 as compared to $317,875 for the six months ended
June 30, 2001, an increase of 88%. This increase is attributable
to an increase in customers and usage. The number of users of
its Internet-based product increased to 8,190 on June 30, 2002
from 3,680 on June 30, 2001, an increase of 123%. The Company
also realized $388,187 of revenue during the six months ended
June 30, 2001 from certain database engineering services that it
provided to a third party. It recognized no engineering service
revenue during the six months ended June 30, 2002, and does not
anticipate that it will recognize material engineering service
revenue in the future.

On August 12, 2002, LocatePLUS commenced its initial public
offering of securities. The terms of the initial public
offering, which began on August 12, 2002, provide that the
Company will offer a minimum of $1,800,000 and a maximum of
$3,600,000 (each before payment of underwriting commissions,
expenses and other costs of the offering) in "Units". Each Unit
consists of one share of the Company's Class B Non-voting common
stock and a redeemable three year warrant to purchase one share
of its Class A Voting common stock at an exercise price of $0.50
per share. As a result of this offering, the Company anticipates
that it will raise approximately $1,514,000 (if the minimum
number of Units is sold) to $3,188,000 (if the maximum number of
Units is sold) after payment of underwriting commissions,
expenses and other costs of the offering. In the event that its
escrow agent fails to receive at least $1,800,000 in
subscriptions from this offering by October 11, 2002, its escrow
agent will return all subscriptions without interest or
deduction. In the event that its escrow agent receives at least
$1,800,000 in subscriptions on or before October 11, 2002, the
Company may close on those subscriptions in one or more
closings. As of September 26, 2002, it has not raised the
minimum threshold in the offering.

Management estimates that, if the minimum number of Units are
sold in the initial public offering, the proceeds from the
offering (together with income from operations) will be
sufficient to permit the Company to continue operations for at
least the next twelve months.

LODGIAN INC: DDL-Kinser Wants More Time to Make 1111(b) Election
David A. Rosenzweig, Esq., at Fulbright & Jaworski LLP, in New
York, informs the Court that DDL-Kinser Partners LLC holds a
valid and perfected first mortgage on debtor Kinser Motel
Enterprises' sole asset, a hotel located in Bloomington,
Indiana. DDL is owed $2,500,000 in principal, plus default
interest of $300,000, and costs since the case commenced.  DDL's
loan matured on August 5, 2002.

The Hotel is in poor physical condition.  As a result,
substantial capital expenditures are needed for repairs and
renovations necessary to regain a mid-scale franchise and a
competitive market share and otherwise extend the economic life
of the Hotel.  These necessary capital expenditures could reach
as much as $3,000,000.

On August 21, 2002, Mr. Rosenzweig recounts that Lodgian, Inc.,
and its debtor-affiliates filed a proposed a plan under which
the matured DDL secured loan would receive a treatment, which
has yet to be determined by the Debtors.  In that regard, the
proposed disclosure statement states that the Debtors are
negotiating with the various hotel lenders and hope to reach
agreements.  Thus, the proposed treatment of the hotel lenders
is left unclear.

The plan and disclosure statement expressly provide that a hotel
lender will receive, at the relevant debtor's option, either
cash equal to 100% of its allowed claim, the net proceeds of the
sale of the collateral, the return of its collateral, a new note
in the amount of its allowed claim, or any other treatment
allowed by the Bankruptcy Code.  Furthermore, the plan provides
that if a lender rejects the plan, the Debtors may then seek to
have the Court determine the value of the collateral,
bifurcating the lender's claims under Section 506(a).  Mr.
Rosenzweig contends that a hotel lender like DDL cannot
reasonably analyze this plan. DDL does not know what it will

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

In the event that a secured creditor is found to be undersecured
after a valuation of its collateral for purposes of a particular
proposed plan, Mr. Rosenzweig notes that Section 1111(b) of the
Bankruptcy Code provides two options to the secured creditor in
connection with the proposed plan of reorganization.  The first
option is that the secured creditor may elect to retain the
secured and unsecured claims that resulted from a Section 506(a)
valuation.  On the other hand, it may elect to forgo its
unsecured claim and instead have its claim treated under the
plan as fully secured by the collateral to the full extent of
its allowed claim.

Whether the Debtors will seek to value DDL's collateral in
connection with its proposed plan, and if it does, the outcome
of the Court's valuation are critical components in any secured
creditor's decision under Section 1111(b) in respect of a
particular plan.  As presently structured, Mr. Rosenzweig points
out that DDL will not know whether the Debtors will proceed in
this fashion and whether the Court's valuation will result in a
deficiency claim until after the disclosure statement is
approved, making the present deadline under Bankruptcy Rule 3014
inapposite.  Moreover, the Section 1111(b) election may not be
implicated at all in the event a consensual arrangement is
reached, the Debtors otherwise propose proper treatment for DDL
in the plan, or the Debtors' decide not to seek to value the
collateral in connection with DDL's treatment under the proposed

Therefore, Mr. Rosenzweig concludes that it is premature to
consider issues with respect to a Section 1111(b) election.
Accordingly, the Court should extend DDL's right to make an
election under Section 1111(b) until 10 days after a valuation,
if any, of DDL's collateral made for purposes of DDL's treatment
under the Debtors' proposed plan. (Lodgian Bankruptcy News,
Issue No. 16; Bankruptcy Creditors' Service, Inc., 609/392-0900)

MACE SECURITY: Falls Below Nasdaq Minimum Listing Requirements
Mace Security International, Inc., (Nasdaq:Mace), a leading
manufacturer and marketer of security products and provider of
car care services, announced that on October 2, 2002, the
Company was advised by Nasdaq that its stock price was below
$1.00 for 30 consecutive days.

If the bid price of the Company's stock is not $1.00 or more for
ten consecutive days (or longer, at the discretion of Nasdaq) on
or before December 31, 2002, Nasdaq has advised the Company that
it may be delisted. The Company may appeal any decision to
delist its stock or it may apply to transfer its securities to
the Nasdaq SmallCap Market.

If the Company submits a transfer application to Nasdaq by
December 31, 2002 and if the application is approved, the
Company will be afforded the 180 calendar day SmallCap Market
grace period or until March 31, 2002. The Company may also be
eligible for an additional 180-calendar day grace period
provided that it meets the initial listing criteria for the
SmallCap Market under Nasdaq Marketplace Rules.

Furthermore, the Company may be eligible to transfer back to the
Nasdaq National Market if, by September 29, 2003, its bid price
maintains the $1.00 per share requirement for 30 consecutive
trading days and it has maintained compliance with all other
continued listing requirements on that market.

The Company's net book value was $64.8 million as of June 30,
2002. In addition, Mace has $104 million in total assets
including approximately $65 million of real estate in high
traffic retail areas and $7.6 million in cash and cash
equivalents. In light of Mace's strong financial position, the
Company believes that its shares are significantly undervalued.

Mace Security International, Inc., is a leading a manufacturer
of less-than-lethal defense sprays and electronic security
products for consumers, as well as a marketer of safety and
security products worldwide. Mace is also a leading provider of
car care services. Additional information about Mace is
available at

MARINER: Stipulation Lifts Injunction Against Class Claims
Mariner Post-Acute Network, Inc., together with its debtor-
affiliates and the representative creditors of the unnamed
class members of the class action lawsuit pending before the
District Court, City and County of Denver, Colorado, entitled,
"George Salas, et al. v. GranCare, et al., Civil Action Number
96-CV-4449," agree to a limited relief from the automatic stay
and discharge injunction to permit them to proceed with the
State Court Action for the sole purpose of pursuing

The Class Representatives initiated the State Court Action in
which they asserted contract, tort and consumer protection
claims individually and on behalf of 800 other nursing home
residents in Cedars Healthcare Center, Inc., one of the
affiliate Debtors.

The Plan provides for general unsecured claims under Class UP-1
to receive pro rata distributions from the MPAN General
Unsecured Claims Distribution Fund.

Accordingly, the Class Representatives timely filed two proofs
of claim -- MPAN Claim No. 1309 and MPAN Claim No. 2763 -- each
for $170,798,018 and asserted both compensatory and punitive
damages. The Class Representatives contend that $83,704,579.61
of the Class Claim should be treated in Class UP-1 under the
Plan, and the remainder would be treated in Class UP-3.

The Class Representatives also filed individual claims:

    Creditor Name        Claim No.        Claim Amount
    -------------        ---------        ------------
    Luanna Clapper         1305            $1,464,520
    George Salas           1306             1,502,370
    Norma Dougherty        1307             1,362,351
    Lydia B. Dill          1308             1,469,087

Based upon the current procedural status of the State Court
Action and the financial status of the Debtors, the parties have
agreed that decertification of the State Court Action represents
the most efficacious means for resolving claims of the Class
Members.  Immediately upon decertification, the Class Claims
will be deemed withdrawn with prejudice.

Moreover, the Trial Court has advised the parties that
decertification will improperly prejudice the rights of the
Class Members if they are precluded from filing individual
proofs of claim in the Debtors' Chapter 11 cases.  In order to
address this concern, the Parties agree that individual Class
Members may participate in the Alternative Dispute Resolution
Procedures to Resolve Prepetition Personal Injury,
Employment/Litigation and Similar Claims, provided that they
timely file proofs of claim as provided herein.

The parties further stipulate that:

    (i) the aggregate allowed amount of the Individual Class
        Members Claims in Class UP-1 for all purposes will in not
        exceed $83,704,580, and

   (ii) no distributions will be made on account of the
        Individual Class Members Claims and the Individual Class
        Representatives Claims from the MPAN General Unsecured
        Claims Distribution Fund.  In the event that the allowed
        amount of the Individual Class Members Claims in Class
        UP-1 exceeds $83,704,579.61, the members' Class UP-1
        allowed claims will be reduced pro rata so that the
        aggregate amount of the allowed claims will equal
        $83,704,580. (Mariner Bankruptcy News, Issue No. 34;
        Bankruptcy Creditors' Service, Inc., 609/392-0900)

MCDERMOTT INT'L: Will Publish 3rd Quarter Results Around Nov. 6
McDermott International, Inc., (NYSE:MDR) expects to report a
loss for the quarter ended September 30, 2002 of approximately
$0.71 per diluted share, due primarily to additional cost
overruns, schedule delays and higher than expected forecasted
costs to complete the three EPIC Spar projects at J. Ray
McDermott. The expected loss includes the gain on the sale of
Hudson Products Company of $0.17 per diluted share which was
sold in July 2002.

As such, McDermott is revising its guidance for the full year of
2002 from a range of $3.50 to $3.60 loss per diluted share to a
loss of approximately $4.50 per diluted share. Excluding (1) the
write-off of McDermott's investment in The Babcock & Wilcox
Company of $3.58 per diluted share and the impairment of
McDermott's investment in an Indian joint venture of $0.05 per
diluted share both of which were recorded in the second quarter
and (2) the gain on the sale of HPC, the Company expects a loss
of approximately $1.05 per diluted share for the full year of

At August 31, 2002, the Medusa EPIC Spar project was
approximately 83% complete compared to a forecasted percent
complete of approximately 94%. Slippage in the fabrication
schedule, lower than expected productivity and a greater amount
of out-of-sequence work resulted in additional cost overruns for
the spar hull and the topsides as well as higher forecasted
costs to complete the project. Included in the forecast are
costs associated with the potential for additional delays as a
result of seasonally bad weather in the Gulf of Mexico during
the rescheduled installation date which now extends into the
first quarter of 2003.

The Devils Tower EPIC Spar project was approximately 63%
complete at the end of August 2002, compared to a forecasted
percent complete of approximately 66%. The additional man-hours
associated with completion of the Medusa spar hull and topsides
have now been factored into the current forecast for the Devils
Tower project. Since the project is now in a loss position, all
estimated future costs to complete will be recorded in the third
quarter 2002. The Company had previously recognized
approximately $8 million of operating income on this project,
which will be reversed in the third quarter of 2002.

At August 31, 2002, the third EPIC Spar project, Front Runner,
was approximately 16% complete. At June 30, 2002, McDermott
forecasted that this project would be marginally profitable at
completion. As a result of changes in estimates of man-hours
based on the experience derived from the Medusa and Devils Tower
Epic Spar projects, McDermott now expects that this project will
also be in a loss position. McDermott has not recorded any
profit on this project to date.

"While we believed that we had previously identified all of the
major costs associated with completion of these projects, we now
have a clearer picture of the amount of time and costs it will
take to complete them. Compounding these issues are the
additional expenses associated with schedule delays on Medusa
and Devils Tower. Using the lessons learned on the first two
spar projects, we are examining alternatives for the completion
of Front Runner," said Bruce W. Wilkinson, Chairman and Chief
Executive Officer of McDermott International.

"We plan to continue our focus on the deepwater market and to
further develop our spar technology, but we will not accept EPIC
contracts that place a disproportionate amount of risk on the
contractor without appropriate monetary incentives. While we
continue our search for a President for J. Ray, we intend to
review and adjust J. Ray's operating cost structure," Wilkinson

"With respect to the B&W Chapter 11, we are working diligently
with the representatives of the present and future asbestos
claimants in the Chapter 11 proceedings to meet the November 19,
2002 deadline set by the Bankruptcy Court for the filing of a
consensual plan of reorganization," continued Wilkinson.

McDermott plans to release third quarter earnings after the
close of the market on November 6, 2002. The Company plans to
hold a conference call and webcast on November 7, 2002 at 9:00
a.m. central time to discuss the third quarter results and the
issues described above relating to the three EPIC Spar projects.

McDermott International, Inc., is a leading worldwide energy
services company. The company's subsidiaries provide
engineering, fabrication, installation, procurement, research,
manufacturing, environmental systems, project management and
facility management services to a variety of customers in the
energy and power industries, including the U.S. Department of

                            *    *    *

As reported in Troubled Company Reporter's August 13, 2002
edition, Standard & Poor's Ratings Services revised its outlook
on McDermott International Inc., to negative from developing
because cash flow from Babcock & Wilcox Co. (B&W; McDermott's
Subsidiary), will not become available due to potential key
settlement terms of B&W's bankruptcy negotiations, eliminating
upside ratings potential for McDermott.

At the same time, Standard & Poor's affirmed its single-'B'
corporate credit rating on McDermott and related entities.

Moreover, when a settlement becomes probable, McDermott
estimates that it may have to record an after-tax charge against
earnings of between $100 million and $130 million, reflecting
the present value of contributions and contemplated payments to
the created trusts.

S&P said the ratings reflect McDermott's "below-average business
profile as a leading player in intensely competitive and
volatile markets, poor operating performance, and weak credit

MEDCOMSOFT INC: Reaches Agreement to Resolve Dispute with Lamsak
MedcomSoft Inc., (TSE - MSF) and its affiliates have reached a
mutual agreement with Lamsak Pty. Ltd., and its affiliates in
Australia to terminate and release each other from all
obligations under the Software License Agreement and related
contracts executed in May 2000 and December 2000. MedcomSoft has
attributed changes in market conditions and corporate strategies
as key factors for the decision not to pursue commercialization
of MedcomSoft's product in the Australian marketplace in the
manner originally contemplated and for the termination and
release, including the settlement of the dispute under such
contracts, which was the subject of ongoing arbitration

MedcomSoft Inc., designs, develops and markets software
solutions for healthcare providers that are changing the way the
healthcare industry captures, manages and exchanges patient
information. As a result of MedcomSoft innovations, physicians
and managed care organizations can now easily and securely build
and exchange complete, structured, and codified electronic
patient medical records.

                               *   *   *

As reported in the March 7, 2002 issue of the Troubled Company
Reporter, MedcomSoft Inc., (TSE - MSF) initiated steps to
substantially reduce of its cash burn rate through temporary
layoffs of a large number of employees in both of its Canadian
and US operations and the implementation of severe cost
reduction measures in an effort to maintain an adequate
operation in all departments, align expenditures to current sale
levels and preserve cash.

Faced by a sluggish market after the tragic events of September
11th and longer than expected sale cycles, and after the
completion of the latest release of its flagship product
MedcomSoft(R) Record version 1.2, MedcomSoft decided to tailor
its operation to current market conditions and eventually re-
grow the Company as sales start to materialize at a faster pace.
In addition, MedcomSoft has engaged several financial advisors
and interested institutions in the United States to help secure
additional financing for future growth.

METATEC INT'L: Selling European CD-ROM Operations to Nimbus
Metatec International, Inc., (OTCBB:META) announced the sale of
its European CD-ROM manufacturing operations to Nimbus, a
Netherlands-based private investment group. Terms of the sale,
which consisted of Nimbus purchasing all the shares of Metatec's
European subsidiary company, were not disclosed.

"With our transformation from primarily an optical disc
manufacturing company to a niche supply chain solutions company,
we no longer require direct ownership of the disc manufacturing
capacity available at our Breda plant," said Christopher A.
Munro, Metatec president and chief executive officer.
"Transferring ownership and operation of the plant further
strengthens Metatec's overall financial position and enhances
the on-going transition of our business to one more centered
around broader supply chain solutions."

The manufacturing operations, located in Breda, The Netherlands,
will continue to be available to provide services to Metatec's
U.S customers doing or anticipating doing business in Europe.

Munro said that European and U.S.-based Metatec customers
currently doing business in Europe should not see any
interruption in service.

Furthermore, Munro said that as part of Metatec's sale to
Nimbus, the two companies plan to have a strategic relationship
that leverages marketing, sales and services of both
organizations. He said that U.S.-based companies with supply
chain solution needs in Europe might benefit from the combined
solutions offered by both companies.

Munro said that disc manufacturing services will also continue
to be part of the overall supply chain solutions offered to U.S.
companies from Metatec's main facility in Dublin, Ohio.

Metatec anticipates it will report a non-cash charge against
earnings of $2.4 million associated with sale of the Breda

Metatec International enables companies to streamline the
process of delivering products and information to market by
providing technology driven supply chain solutions that increase
efficiencies and reduce costs. Technologies include a full range
of supply chain solutions, secure Internet-based software
distribution services and CD-ROM and DVD manufacturing services.
Extensive real-time customer-accessible online reporting and
tracking systems support all services. Metatec operations are
based in Dublin, Ohio.

More information about Metatec is available by visiting the
company's Web site at

MISSISSIPPI CHEMICAL: Fitch Junks Senior Unsecured Debt Ratings
Fitch Ratings downgraded Mississippi Chemical Corporation's
senior secured credit facility to 'CCC+' from 'B+' and its
senior unsecured notes to 'CCC-' from 'B-'. The ratings have
been placed on Rating Watch Negative.

The ratings downgrade reflects heightened refinancing risk
associated with the secured credit facility and continued weak
financial performance. Refinancing risk has increased as the
November 25, 2002 expiration of the $200 million secured credit
facility draws closer. The company has $110 million outstanding
on the facility as of June 30, 2002. Miss Chem has approximately
$2 million cash on the balance sheet (as of June 30, 2002) and
operating earnings remain weak. Miss Chem continues to struggle
through the fertilizer cycle's trough. As of June 30, 2002, the
company's total debt-to-EBITDA is 25.4 times and EBITDA-to-
interest incurred is 0.5x. EBITDA (before unusual items) for
fiscal year 2002 (ended June 30, 2002) was $12.8 million on
revenue of $451 million and net free cash flow was approximately
$15 million.

Miss Chem is continuing its refinancing discussions with the
senior secured lenders. The Rating Watch Negative status
highlights the potential for additional ratings movement if
refinancing activity is further delayed or unsuccessful.

Miss Chem is a domestic fertilizer producer with operating
segments in nitrogen, phosphorus, and potash. In fiscal year
2002, Miss Chem had $451 million in revenue and $13 million in

MWAVE INC: Fails to Meet Nasdaq Continued Listing Requirements
MWave, Inc. (Nasdaq: MWAV), a value added service provider of
high performance circuit boards used in a variety of digital and
high frequency applications, announced that the Company expects
revenues to be between $3,500,000 and $4,000,000 for the third
quarter ending September 30, 2002.

Joseph A. Turek, MWave's chairman and Chief executive officer,
said, "Although our third quarter has been difficult due to the
continued downturn in the telecom market, it is a turning point
where we believe our digital printed circuits supplied to the
industrial electronics market will be an increasingly important
growth vehicle for our company going forward.  The industrial
electronics market continues to be stable and we are seeing
increased bookings compared to last quarter."

MWave also announced the signing of a new Supply Chain
Management Agreement under its program of Virtual Manufacturing
with Lectronics, Inc., of Saline, Michigan.  The contract was
signed for a three-year period.  MWave expects to ship
approximately $750,000 per year.  The products supplied to this
customer represent single sided to 6-layer printed circuit board
technology in industrial electronics and consumer type
applications. Lectronics is a contract manufacturer of printed
circuit board assemblies.

"MWave has signed ten new agreements to date which the Company
expects to represent approximately $12,000,000 in revenues for
2002," indicated Mr. Turek.  "Virtual Manufacturing
contractually supplies the printed circuit needs of our customer
by managing the complete procurement process.  We utilize a
global base of suppliers that allows our customers to benefit
from lower worldwide manufacturing prices.  We deliver products
when the customer needs them through either consignment
inventory control or just-in-time programs.  And, we reinforce
our quality policy with a money-back guarantee for boards and
components.  To our knowledge, no other company offers the
price, delivery, and quality benefits of our Virtual
Manufacturing program."

Mr. Turek went on to say, "We used the slower third quarter to
consolidate operations into our new 50,000 square foot facility
in West Chicago, IL.  We were able to close our Bensenville
facility, reduce staff and create an efficient operation in one
building.  We are now producing more products with less labor,
increased yields and improved on time delivery.  We worked
closely with the Chicago Manufacturing Center and a grant by the
state of Illinois to improve our efficiency.  It is great
programs like these that help us to compete effectively in the
global marketplace."

M~Wave also announced that it has been notified by Nasdaq
National Market that the Company's common stock has not
maintained a minimum market value of publicly held shares of
$5,000,000 as required for inclusion by Marketplace Rule.  The
Company has until December 23, 2002 to regain compliance. If
compliance with this Rule cannot be demonstrated by December 23,
2002, the Company's securities will be delisted. At that time
the Company may appeal to a Listing Qualification Panel or apply
to transfer is securities to the Nasdaq SmallCap Market.  To
transfer, the Company must satisfy the continued inclusion
requirements for that market.

The Company expects to release earnings on October 29, 2002 and
plans to have its quarterly conference call on Wednesday,
October 30, 2002 at 10:00 am CST.  The details of the call will
be announced at a later date.

Established in 1988 and headquartered in the Chicago suburb of
West Chicago, Ill., MWave is a value-added service provider of
high performance circuit boards. The Company's products are used
in a variety of telecommunications and industrial electronics
applications.  MWave services customers like Lucent Technologies
and Motorola, Inc. with its patented bonding technology,
Flexlink II(TM) and its supply chain management program called
Virtual Manufacturing.  The Company trades on the Nasdaq
National market under the symbol "MWAV".  Visit the Company on
its Web site at

NORTEL NETWORKS: Revamps Organization to Streamline Structure
Nortel Networks (NYSE:NT) (TSX:NT.) announced changes to its
organization reflecting a more streamlined structure focused
more directly around its customers in four key businesses:
Wireless Networks, Wireline Networks, Enterprise Networks, and
Optical Networks.

"As we continue to position Nortel Networks for profitability,
the changes we are announcing today will result in an enhanced
performance-driven business model that will ensure greater
accountability and customer alignment," said Frank Dunn,
president and chief executive officer, Nortel Networks. "Our
leadership team continues to be focused on driving the
development and deployment of one of the most powerful
portfolios in the industry."

The leadership management team going forward for the four key
businesses, who will now all be reporting directly to Frank
Dunn, are as follows:

      --  Pascal Debon continues as president, Wireless Networks.

      --  Brian McFadden continues as president, Optical Networks

      --  Sue Spradley is named president, Wireline Networks, and
is responsible for driving cost-effective packet solutions for
Nortel Networks voice, data and multimedia service offerings, as
well as maintaining Nortel Networks leadership position in
circuit technology solutions (formerly part of Metro and
Enterprise Networks).

      --  For the Enterprise Networks business (formerly part of
Metro and Enterprise Networks), Oscar Rodriguez is named
president and general manager, Enterprise Solutions, responsible
for business strategy and investment, and product strategy,
execution and delivery, and Robert Burke continues as president,
Enterprise Marketing, responsible for Enterprise solution and
channel marketing.

Frank Plastina, president, Metro and Enterprise Networks, has
decided to leave Nortel Networks after 15 years of service and
contribution to the business.

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

DebtTraders reports that Nortel Networks Corp.'s 6.000% bonds
due 2003 (NT03CAR1) are trading between 66 and 68. See
more real-time bond pricing.

NOVO NETWORKS: Bankruptcy Filing Prompts Going Concern Doubt
The company now known as Novo Networks was originally
incorporated in Delaware in 1987 as Adina, Inc.  Adina's
corporate existence was permitted to lapse in February of 1996
and was subsequently reinstated as eVentures Group, Inc., in
August of 1999. During the Fall of 1999, eVentures completed a
series of transactions whereby it became a holding company with
two wholly-owned operating subsidiaries, e.Volve Technology
Group, Inc. and AxisTel Communications, Inc., and made a
strategic investment in Gemini Voice Solutions, Inc., formerly, Inc. During the Spring of 2000, eVentures
acquired Internet Global Services, Inc. and made additional
strategic investments. In December of 2000, eVentures changed
its name to Novo Networks.

Novo's common stock is currently listed on the Over the Counter
Bulletin Board or OTC BB. Previously, its shares were listed on
the Nasdaq National Market System.

During the first six months of the fiscal year ended June 30,
2002, two of Novo's indirect wholly-owned subsidiaries, AxisTel
and e.Volve, provided telecommunications services. These
subsidiaries ceased operations in connection with their plan of
liquidation, effective September of 2001 and December of 2001,
respectively. Since that date, neither Novo nor any of its
debtor subsidiaries have conducted operations or generated
revenue. The Company is currently not providing any products or
services of any kind (including telecommunications services) to
any customers.

Novo Networks is continuing to consider various investment
opportunities across a broad spectrum of industry groups.
Although the Company has not decided upon any particular
opportunity or industry group, it has, within the past few days,
elected to focus its attention on one possible opportunity in
Texas. At this time, it has not conducted sufficient due
diligence on the opportunity or industry group to determine
whether a viable business model exists. Further, discussions
with the controlling persons for such opportunity have not
progressed beyond a preliminary stage; however, Novo expects
that if a transaction were to proceed, it would do so quickly
and without further notice to the shareholders. It is impossible
to determine at this point whether Novo will be in a position to
move forward with this potential opportunity.

Some of the risks and difficulties Novo expects to encounter in
pursuing this transaction include:

      *    the Company's lack of industry experience;
      *    its potential inability to conduct a thorough due
           diligence review in a relatively short period of time;
      *    its ability to negotiate a transaction that will inure
           to the long term benefit of Novo's shareholders; and
      *    each of the other risks and uncertainties inherent in
           locating, investigating and consummating a business
           transaction of this nature.

The bankruptcy filings, combined with the fact that Novo
Networks has no operations or revenues, raise substantial doubt
about its ability to continue as a going concern. As of June 30,
2002, and as a result of the bankruptcy filings, the Company
effectively has no operations, no sources of revenue and no
profits. No change can be expected unless and until it
promulgates and implements a new business plan. The Company
indicates that it cannot predict when, or if, such a plan will
be put into place, what it may entail or whether Novo will be
successful in such a new business venture.

PAYLESS CASHWAYS: Wants Approval to Use CIBC's Cash Collateral
Silverman Consulting, Inc., led by Steven Nerger and Craig
Graff, serving as Chapter 11 Trustees for Payless Cashways,
Inc., seeks Court authority to use CIBC's Cash Collateral.

The Trustee reminds the U.S. Bankruptcy Court for the Western
District of Missouri that it approved a Stipulation Concerning
Allowance and Payment of Portions of Fortress Trust's Claims.
The Stipulation provided for the deposit of $2,000,000 of
proceeds from the sale of CIBC's cash collateral in a Segregated
Account at CIBC.  The Stipulation further provided that the
Trustee reserved the right to request that additional proceeds
be set aside in the CIBC Segregated Account from the proceeds of
future sales of the real estate collateral.

The Trustee reports that there is currently approximately
$430,000 remaining in the CIBC Segregated Account.

The Trustee expects that CIBC will be paid in full on its
secured lien, but the estate still has expenses to allocate to
CIBC's cash collateral. The present balance in the CIBC
Segregated Account will be insufficient to satisfy the
obligations which are surcharged against CIBC's cash collateral
until such time as CIBC is paid in full, the Trustee says.  The
Trustee believes that the balance in the CIBC Segregated Account
must be increased to $1,500,000 to cover the remaining expenses.

Accordingly, the Trustee requests Court authority to use CIBC's
cash collateral and providing that the proceeds payable to the
Trustee in respect of the sale of CIBC's collateral be deposited
into the CIBC Segregated Account until the balance reaches

Payless Cashways, a retail operator of building material stores
filed for chapter 11 on June 4, 2001. Kathryn B. Bussing, Esq.
at Blackwell Sanders Peper Martin represents the Chapter 11
Trustee. When the Company filed for protection from its
creditors, it listed $552,962,000 in assets and $473,305,000 in

PEREGRINE SYSTEMS: Appoints Berger & Associates as Claims Agent
Peregrine Systems, Inc., and its debtor-affiliates seeks
approval from the U.S. Bankruptcy Court for the District of
Delaware to hire Robert L. Berger & Associates, LLC as noticing,
claims and balloting agent for the Court.

With the large number of creditors that the Debtors have
identified, the Debtors believe it is in the best interests of
their estates and their creditors to appoint Berger as agent for
the Clerk of Court.

Berger is expected to:

   a) prepare and serve required notices in these cases;

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

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

   d) maintain official claims registers;

   e) assist the Debtors in the preparation of its bankruptcy
      Schedules and Statements, including the creation and
      administration of a claims database based upon a review of
      the claims against the Debtors' estates and the Debtors
      books and records;

   f) implement necessary security measures to ensure the
      completeness and integrity of the claims registers;

   g) transmit to the Clerk's Office a copy of the claims
      registers on a weekly basis, unless requested by the
      Clerk's Office on a more or less frequent basis; or, in the
      alternative, make available the Proof of Claim docket on-
      line to the Clerk's Office via the Berger claims system;

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

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

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

   k) comply with applicable federal, state, municipal and local
      statutes, ordinances, rules, regulations, orders and other

   l) provide temporary employees to process claims, as

   m) provide such other claims processing, noticing and relates
      administrative services as may be requested by the Debtors.

The Debtors tell the Court that they need to employ a claims
agent with proven competence, and believes that Berger qualifies
the retention.

Berger will bill the Debtors at their normal hourly rates, which
range from $35 to $285 per hour.

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.

PHAR-MOR INC: Fails to Make Timely Form 10-K Filing with SEC
On September 24, 2001, Phar Mor, Inc., filed a voluntary
petition under Chapter 11 of the United States Bankruptcy Code
to restructure its operations in an attempt to return to
profitability. The Company was unable to achieve this objective
and, subsequent to a Bankruptcy Court-approved auction on July
16, 2002, Phar Mor entered into an Agency Agreement on July 18,
2002 for the sale of substantially all of its inventory,
prescription files and fixed assets with a joint venture
comprised of Hilco Merchant  Resources, LLC and The Ozer Group,
LLC. The Bankruptcy Court approved the sale and the Company is
in the process of liquidating its remaining assets.  Phar Mor no
longer has any continuing operations.

On August 22, 2002, Phar Mor submitted to the Securities &
Exchange Commission a No-Action Request Pursuant to Staff Legal
Bulletin No. 2 to allow "modified reporting" under the Exchange
Act, which request is still pending.

The Company has devoted and continues to devote substantially
all of its resources and attention to the Chapter 11 case and
resulting liquidation and accordingly is unable to file its Form
10-K for the fiscal year ended June 29, 2002 within the
prescribed time period without unreasonable effort and expense.

Phar Mor, Inc., closed 66 of its 139 stores during the fifty-two
weeks ended June 29, 2002. The remaining stores were all closed
by September 11, 2002.

The Company will record charges during the fifty-two weeks ended
June 29, 2002 for reorganization  items in connection with
Company's bankruptcy filing on September 24, 2001 and the
closing of all the Company's stores.

       The reorganization items are estimated to consist
                 of the following:

    Gain on sale of prescription files     $ (51,506,000)
    Write-down of inventory to expected
     net realizable value                     50,905,000
    Impairment of long-lived assets           54,882,000
    Lease rejection costs, net                32,008,000
    Professional fees                          6,192,000
    Severance and retention costs              9,482,000
    Gain on sale of lease                       (724,000)
    Other                                      1,066,000
Total provision for reorganization       $  102,305,000

POPE & TALBOT: Closes Exchange Offer for Debt Securities
Pope & Talbot, Inc., (NYSE: POP) announced that all of its
outstanding 8-3/8% Senior Notes due 2013 have been tendered in
exchange for registered, publicly tradable notes with
substantially identical terms.  The exchange offer terminated at
5 p.m., New York City time, on October 2, 2002.  The notes had
been issued on July 30, 2002 in a Rule 144A offering to
qualified institutional buyers.

Pope & Talbot is dedicated to the pulp and wood products
businesses.  The Company is based in Portland, Oregon and traded
on the New York and Pacific stock exchanges under the symbol
POP.  Pope & Talbot was founded in 1849 and produces market pulp
and softwood lumber at mills in the US and Canada. Markets for
the Company's products include the US, Europe, Canada, South
America, Japan and other Pacific Rim Countries.  For more
information on Pope & Talbot, please check the Web site:

                           *   *   *

As reported in the July 18, 2002 edition of Troubled Company
Reporter, Standard & Poor's assigned its double-'B' rating
to pulp and lumber producer Pope & Talbot Inc.'s $50 million
senior unsecured notes due 2013.

Standard & Poor's said that it has also affirmed its existing
ratings on the company, including its double-'B' corporate
credit rating. The outlook remains stable. Debt outstanding at
the company at March 31, 2002, totaled $230 million.

PROTECTION ONE: Westar Forms Special Committee to Conduct Probe
On September 17, 2002, Protection One, Inc.'s indirect parent
Westar Energy, Inc. was served with a federal grand jury
subpoena issued to it and its subsidiaries by the United States
Attorney's Office in Topeka, Kansas. The subpoena seeks
documents and testimony concerning the use of aircraft leased by
Protection One's parent Westar Industries, Inc., and its
subsidiary AV One, Inc., and annual meetings of the shareholders
of Westar Energy, Inc.  Since that date, an employee of
Protection One's parent company and employees of its subsidiary
AV One, Inc., have received additional subpoenas seeking
documents and testimony concerning use of the aircraft, the
chief executive officer of Westar Energy, Inc., and Westar
Energy, Inc., generally. The Company intends to cooperate with
the United States Attorney's office in this matter.

The Board of Directors of Westar Energy, Inc., has appointed a
Special Committee consisting of Frank J. Becker, Charles Q.
Chandler, IV, and John C. Nettels, Jr., to investigate certain
matters relating to the grand jury investigation. The Special
Committee has retained as its counsel the law firm of Debevoise
& Plimpton, including Mary Jo White, the former United States
Attorney for the Southern District of New York and chair of the
firm's litigation department.

At March 31, 2002, Protection One reported having a working
capital deficit of about $164 million.

REPEATER TECHNOLOGIES: Files for Chapter 7 Liquidation in Calif.
Repeater Technologies Inc., has filed a voluntary petition for
protection under Chapter 7 of the U.S. Bankruptcy Code in the
U.S. Bankruptcy Court in San Jose, California.

The company's assets will be administered and liquidated by a
Chapter 7 trustee. Further information regarding the case may be
obtained from the court.

Repeater Technologies also announced that four of its six
directors resigned from the company's board of directors on Oct.
3, 2002. Timothy A. Marcotte, Repeater Technologies' chief
executive officer, and Chris L. Branscum, the company's
president, remain as the company's directors.

SENTO CORP: Board of Directors Recommends 1-For-4 Reverse Split
Sento Corporation (Nasdaq: SNTO) announced that its board of
directors has voted to recommend a 1-for-4 reverse split of its
approximately 8.4 million common shares outstanding, to become
effective following shareholder approval. The board has
determined to postpone the annual shareholders' meeting
currently scheduled for October 16, 2002, to permit the
circulation of supplemental proxy materials relating to this
proposal.  The board has tentatively rescheduled the annual
shareholders' meeting to November 14, 2002, subject to
completing required regulatory filings.

Patrick O'Neal, Sento's president and chief executive officer,
commented, "We intend to aggressively pursue continued listing
on the NASDAQ Stock Market. This action by our board was
initiated because of our firm commitment to support our loyal
shareholders by providing the liquidity that a national exchange
offers while we continue to execute our business plan. We are
fully committed to the belief that our Services Portal concept
represents the leading-edge in the delivery of outsourced
customer services and our ability to develop a unique market

Mr. O'Neal continued, "Since my joining the Company in January,
2002 we've made measurable progress in a number of mission
critical areas that we believe will have a profound impact on
the valuation of this company in the future. What we are doing
here represents a paradigm shift in the world of outsourced
customer service. We have devised a way of delivering a
traditional, but very important, service in a new and efficient
manner and at a significantly higher margin. We are encouraged
by our gains this year and with the opportunities ahead of us."

Sento previously announced that it received a NASDAQ Staff
Determination dated September 17, 2002 indicating that Sento
failed to meet listing qualifications in regard to the $1.00 per
share bid price and of its intent to delist Sento's common stock
from the NASDAQ SmallCap Market. Sento will participate in a
hearing on October 24, 2002 before a NASDAQ Listing
Qualifications Panel to request continued listing. There can be
no assurance the Panel will grant the Company's request. Sento
anticipates that its common stock will continue to be quoted on
the NASDAQ SmallCap Market pending the disposition of its

Sento Corporation provides the latest in Web-enabled CRM
(Customer Relations Management) solutions for a diversified
portfolio of organizations. These services include self-help,
live chat, Web collaboration, email, and telephone.  Utilizing a
tested and proven technology set, Sento provides an enhanced
customer experience at a significant cost reduction when
compared to traditional models.  Sento deploys a distributed
workforce strategy and customer-centric applications to provide
the best in customer care and support.  For more information,

SMARTDISK CORP: Requests NASDAQ Hearing re Listing Compliance
SmartDisk Corporation (Nasdaq:SMDK), a company that markets
portable products for capturing, organizing, using, and
preserving digital content, filed a request for hearing after
receiving notification from NASDAQ that the Company does not
currently comply with the minimum $1.00 per share bid price or
minimum market value requirements for continued listing on the
NASDAQ National Market.

Michael S. Battaglia, President and Chief Executive Officer,
said: "We believe we have strong arguments for continued listing
and are hopeful that the progress we have made in recent months
will be taken into consideration. As we work diligently to
achieve further improvements to our financial performance, we
remain focused on broadening our product line and serving the
needs of our customers. Based on recent restructuring efforts,
we believe we are a stronger company today and are fully
prepared to demonstrate our achievements and improve the long-
term value of SmartDisk for all of our stockholders."

Thursday the Company submitted its request for a NASDAQ
Qualifications Panel hearing to consider its continued listing.
The hearing has not yet been scheduled. SmartDisk's common stock
will continue to be traded on the NASDAQ National Market pending
a final decision by the NASDAQ Qualifications Panel, which could
occur as early as November.

The NASDAQ Staff Determination notice cited the Company's
current inability to meet continued listing standards for the
minimum $1.00 per share requirement as set forth in Marketplace
Rule 4450(a)(5) and for the minimum $5.0 million market value of
publicly held shares as set forth in Marketplace Rule
4450(a)(2). In the event the Company's common stock is delisted
from the NASDAQ National Market, the Company plans to apply to
have its common stock listed on the NASDAQ SmallCap Market.

SmartDisk is a leading developer, manufacturer, and marketer of
a range of advanced consumer electronic products and exciting
software solutions that are enabling the digital age and
simplifying the digital lifestyle. The Company's innovative
products help users transfer, store, manage, and share digital
music, video, pictures, and data. Headquartered in the U.S.,
with operations in Europe and Asia, SmartDisk sells and supports
its products worldwide. For more information, go to

THINKPATH INC: Commences Trading on OTCBB Effective October 4
Thinkpath Inc., (Nasdaq:THTH) announced that it's stock was
delisted from Nasdaq smallcap to OTC bulletin board effective at
the beginning of trading on Friday October 4th, 2002.

In order to maintain current listing on small cap it would have
required a reverse split of shares. Under current market
conditions, Management of Thinkpath decided that a reverse split
was not within the best interest of its shareholders.

Thinkpath on OTC: BB will still be quoted under the same symbol

Thinkpath (OTCBB:THTH) is a global provider of technological
solutions and services in engineering knowledge management
including design, drafting, technical publishing, e-learning,
technical training and staffing. Thinkpath enables corporations
to reinvent themselves structurally; drive strategies of
innovation, speed to market, globalization and focus in new and
bold ways. We are experts in the aerospace, automotive,
manufacturing and health care industries.

Headquartered in Toronto, Canada, Thinkpath has 340 employees in
8 offices across North America. Further information about the
company, its services and products can be found at

THOMSON KERNAGHAN: Morgis Appeals Ontario Court Decision re IDA
Christopher Morgis has appealed a September 26, 2002 Ontario
Superior Court of Justice decision to the Ontario Court of

The lower court refused to add the IDA to an existing action
against one of its own members, Thomson Kernaghan and Co. Ltd.,
and a number of its employees.

The appeal will consider whether the IDA, a non statuatory,
unincorporated body should owe a duty of care to an investor.
The appeal will also explore the legal status and function of
the IDA.

Beginning in March 2001, Mr. Morgis filed a number of complaints
requesting an investigation of Thomson Kernaghan and Co. Ltd.,
which eventually went bankrupt in July 2002 causing a shortfall
of over $18.1 million in investor accounts.  Mr. Morgis alleges
that the IDA was negligent in that they failed to conduct a
proper investigation into the allegations of wrongdoings at
Thomson Kernaghan and Co. Ltd., notwithstanding his earlier
warnings that "both he and the public were at risk from the
actions of this Member Firm".

The IDA maintained it does not owe a duty of care and is not
accountable to individual investors. The lower court upheld the
IDA's assertions stating that since individual investors pay
nothing to the IDA in the form of dues or fees, that they are
not entitled to a duty of care, nor are they entitled to any
form of legal accountability from the IDA.

The Ontario Court of Appeal will consider whether the IDA should
be held legally accountable to an investor who suffers a loss as
a result of alleged negligence.  Mr. Morgis hopes this appeal
will carefully consider the integrity of this self-regulatory
organization, and help to restore public confidence in the
Canadian capital markets.  Mr. Morgis intents to exhaust all
options to obtain this goal, including recourse to the Supreme
Court of Canada if necessary.

US AIRWAYS: First Meeting of Creditors Set for October 22, 2002
The United States Trustee has called for a meeting of the
Creditors of US Airways Group Inc., and its debtor-affiliates
pursuant to Section 341(a) of the Bankruptcy Code to be held on
October 22, 2002 at 11:00 a.m. at the Hilton Hotel, Crystal City
in Arlington, Virginia.  All creditors are invited, but not
required, to attend.  This Official Meeting of Creditors offers
the one opportunity in a bankruptcy proceeding for creditors to
question a responsible office of the Debtors under oath.
(US Airways Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

DebtTraders reports that US Airways Inc.'s 9.820% bonds due 2013
(U13USR1) are trading between 10 and 20. See
real-time bond pricing.

VIRAGEN INC: Accountants Doubt Ability to Continue Operations
Viragen, Inc., is a Delaware corporation organized in 1980. We
are a biotechnology company engaged in the business of
researching, developing and manufacturing innovative
technologies for the treatment of life-threatening illnesses. We
are also in the business of developing innovative technologies
aimed at improving the manufacturing processes used to
manufacture certain medical therapies. Specifically, we are
primarily focused on three fields of research and development:
human leukocyte derived interferon; avian transgenics
technologies; and oncological therapies.

The Company operates through Viragen, Inc. the parent company;
ViraGenics, Inc. owned by Viragen, Inc.; Viragen International,
Inc. (formerly Viragen (Europe) Ltd.) owned by Viragen, Inc.;
Viragen (Scotland) Ltd.owned by Viragen International, Inc.; and
ViraNative AB owned by Viragen International, Inc.

The Company believes that its cash and cash equivalents and
working capital are not sufficient to meet its operating
requirements through the end of fiscal 2003. The Company's
operating losses and working capital requirements continue to
adversely affect cash flow. In the event of its inability to
raise capital, or a lack of expanded revenue from the sale of
its natural interferon product, the Company will likely be
unable to meet its operating requirements through the end of
fiscal 2003. In this event it would be required to significantly
curtail or suspend operations. As a result of these financial
conditions, the report of the Company's independent certified
public accountants on its June 30, 2002 consolidated financial
statements includes an explanatory paragraph indicating that
these conditions raise substantial doubt about Viragen's ability
to continue as a going concern.

As of June 30, 2002, Viragen had on-hand approximately $766,000
in cash.  As of June 30, 2002, it had a working capital deficit
of approximately $270,000 compared to working capital of
approximately $6,178,000 as of June 30, 2001. The decrease in
working capital of approximately $6,448,000 compared to the
previous fiscal year end balance was due primarily to the use of
cash to fund operating activities totaling approximately
$11,257,000 and cash used to purchase equipment and pay expenses
incurred in connection with the acquisition of ViraNative
totaling approximately $820,000. These amounts were partially
offset by $5,254,000 raised through private equity placements
including the issuance of common stock and convertible
debentures. The Company intends to continue financing operations
for the foreseeable future from cash on hand and additional
private investment placements.

Future capital requirements are dependent upon many factors,
including: revenue generated from the sale of the Company's
natural interferon product, progress with future and ongoing
clinical trials; the costs associated with obtaining regulatory
approvals; the costs involved in patent applications; competing
technologies and market developments; and Viragen's ability to
establish collaborative arrangements and effective
commercialization activities.

WICKES INC: Commences Trading on Nasdaq SmallCap Effective Oct 4
Wickes Inc., (Nasdaq: WIKS) a leading distributor of building
materials and manufacturer of value-added building components,
announced that effective Friday, October 4, 2002, the Nasdaq has
approved its application to list its common stock on the
exchange's Small Cap Market, under the ticker symbol WIKS.
Previously, the company traded on the exchange's National

Wickes Inc., is a leading distributor of building materials and
manufacturer of value-added building components in the United
States, serving primarily building and remodeling professionals.
The company distributes materials nationally and
internationally, operating building centers in the Midwest,
Northeast and South.  The company continues to expand its
building component manufacturing facilities, which produce
value-added products such as roof trusses, floor systems, framed
wall panels, pre-hung door units and window assemblies.  Wickes
Inc.'s Web site http://www.wickes.comoffers a full range of
valuable services about the building materials and construction

WORLDCOM: Examiner Gains Court Nod to Tap Kilpatrick as Counsel
Dick Thornburgh, the Examiner appointed in the Chapter 11 cases
of WorldCom Inc., and its debtor-affiliates, sought and obtained
approval from the U.S. Bankruptcy Court for the Southern
District of New York to retain Kirkpatrick & Lockhart LLP as
legal counsel in these Chapter 11 cases, nunc pro tunc to August
6, 2002.

As counsel, Kilpatrick is expected to:

-- take all necessary actions to assist the Examiner in his

-- prepare on behalf of the Examiner all reports, pleadings,
    applications and other necessary documents in the discharge
    of the Examiner's duties;

-- assist the Examiner in the other tasks that may be directed
    to be undertaken by the Court; and

-- perform all other necessary legal services in connection with
    the Case.

The Examiner understands that Kilpatrick will charge its
standard hourly rates for the engagement, which are subject to
periodic adjustments to reflect economic and other conditions.
The current hourly rates for Kilpatrick attorneys and
paraprofessionals range from:

          Partners                  $230 - 600
          Counsel                    150 - 600
          Associates                 130 - 325
          Paraprofessionals           40 - 210
(Worldcom Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

DebtTraders reports that Worldcom Inc.'s 7.550% bonds due 2004
(WCOM04USR2) are trading between 13 and 13.5 . See
for real-time bond pricing.

XCEL ENERGY: Awaiting Temporary Equity Ratio Waiver from SEC
Xcel Energy (NYSE:XEL) is awaiting a temporary waiver from the
Securities and Exchange Commission requirement that the
company's common equity is at least 30 percent of its total
consolidated capitalization, including short-term debt.

Under the Public Utility Holding Company Act of 1935, compliance
with the 30 percent common equity test is a condition to engage
in financing transactions by Xcel Energy at the parent company
level. On June 30, 2002, the ratio stood at 31%. The company
filed a request for a waiver from the SEC to reduce the
requirement to 24 percent through June 2003.

NRG Energy, Xcel Energy's wholly owned subsidiary, is
restructuring and pursuing sales of its power plants. NRG also
is considering write-downs or abandonment of various projects.

"Final decisions have not been made; however, these charges, if
taken for the third quarter, would reduce Xcel Energy's equity
ratio below the 30 percent level," said Dick Kelly, Xcel
Energy's chief financial officer.

"We anticipate no financing at the Xcel Energy level prior to
the planned renewal of Xcel Energy's $400 million credit line in
November and have adequate liquidity at the holding company,
which holds approximately $250 million in cash," said Kelly. The
company anticipates receipt of the waiver in the next several

Xcel Energy is a major U.S. electricity and natural gas company
with regulated operations in 12 Western and Midwestern states.
Formed by the merger of Denver-based New Century Energies and
Minneapolis-based Northern States Power Co., Xcel Energy
provides a comprehensive portfolio of energy-related products
and services to 3.2 million electricity customers and 1.7
million natural gas customers through its regulated operating
companies. In terms of customers, it is the fourth-largest
combination natural gas and electricity company in the nation.
Company headquarters are located in Minneapolis. More
information is available at

NRG Energy, a wholly owned and unregulated subsidiary of Xcel
Energy, develops and operates power generating facilities. NRG's
operations include competitive energy production and
cogeneration facilities, thermal energy production and energy
resource recovery facilities.

                           *    *    *

As reported in Troubled Company Reporter's August 7, 2002
edition, Xcel Energy signed agreements with its lenders to
eliminate a cross-default provision in its two bank lines-of-
credit for which Bank of New York serves as agent.

These agreements remove a key provision that had constrained
Xcel Energy's ability to access capital markets due to NRG's
financial condition. Xcel Energy has access to about $200
million remaining on its lines of credit. These lines consist of
two bank facilities of $400 million each, one expiring in
November 2002 and the other in November 2005.

Xcel Energy renegotiated its $800 million bank credit facilities
when it appeared that NRG would be unable to meet cash
collateral demands in the event it were downgraded to below
investment grade. NRG's debt recently was downgraded to below
investment grade by three credit rating agencies.

Xcel Energy continues to focus on improving NRG's financial
strength. NRG is actively working with its lenders to modify the
cash collateral requirements in its current arrangements. Xcel
Energy's immediate goal is to obtain extensions of NRG's
collateral obligations in anticipation of asset sales and other
cash generating measures. As part of the agreements with its
lenders, the company has agreed that its board of directors will
review the company's dividend policy.

* Jefferies Brings-In Lane Genatowski to Head Global Power Group
Jefferies & Company, Inc., the principal operating subsidiary of
Jefferies Group, Inc. (NYSE: JEF), announced that S. Lane
Genatowski has joined as a Managing Director and will head a new
Global Power Group in the firm's Investment Banking Department.

The focus of the group will be on US power companies operating
both globally and domestically, including regulated and
unregulated utility companies and other related concerns.  Mr.
Genatowski will be based in the firm's New York headquarters.

"Lane Genatowski is an exceptional professional with outstanding
experience," commented Richard B. Handler, Chairman and Chief
Executive Officer of Jefferies. "As Jefferies' business
continues to diversify and expand, we remain focused on hiring
professionals with established relationships who are motivated
by our entrepreneurial platform."

John C. Shaw, Jr., President of Jefferies, added, "Lane's
relationships in the global power industry, combined with our
firm's expertise in the trading and research of power companies,
extends an important industry focus for Jefferies."

"I'm excited to be part of Jefferies' entrepreneurial culture
and thriving investment banking practice," said Mr. Genatowski.
"Jefferies' leading capabilities in all aspects of the capital
markets, including the restructuring process, will provide real
value for power companies."

Before joining Jefferies, Mr. Genatowski spent approximately
twenty years providing investment banking services to clients in
the power industry while at Kidder, Peabody & Co., J.P. Morgan,
Chase and most recently Banc of America Securities, LLC, where
he was Head of the Power Group and a member of that firm's
Equity Commitment Committee. Mr. Genatowski has a Juris Doctor
from Fordham University School of Law and an undergraduate
degree from City University of New York.

Jefferies & Company, Inc., the principal operating subsidiary of
Jefferies Group, Inc. (NYSE: JEF), is a full-service investment
bank and institutional securities firm focused on the middle
market. Jefferies offers financial advisory, capital raising,
mergers and acquisitions, and restructuring services to small
and mid-cap companies. The firm provides outstanding trade
execution in equity, high yield, convertible and international
securities, as well as fundamental research and asset management
capabilities, to institutional investors. Additional services
include correspondent clearing, prime brokerage, private client
services and securities lending. The firm's leadership in equity
trading is recognized by numerous consulting and survey
organizations, and Jefferies' affiliate, Helfant Group, Inc.,
executes approximately 10% of the daily reported volume on the

Through its subsidiaries, Jefferies Group, Inc., employs more
than 1,300 people in 20 offices worldwide, including Atlanta,
Boston, Chicago, Dallas, Hong Kong, London, Los Angeles, New
York, Paris, San Francisco, Tokyo and Zurich. Further
information about Jefferies, including a description of
investment banking, trading, research and asset management
services, can be found at

* BOND PRICING: For the week of October 7 - October 11, 2002

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


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

A list of Meetings, Conferences and Seminars appears in each
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related conferences are encouraged. Send announcements to

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

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

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


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

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

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

This material is copyrighted and any commercial use, resale or
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                 *** End of Transmission ***