TCR_Public/021009.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, October 9, 2002, Vol. 6, No. 200    


1-800-ATTORNEY: Fails to Meet Nasdaq SmallCap Listing Standards
3DO COMPANY: Obtains Waiver of Defaults Under Credit Agreement
911 EMERGENCY PRODUCTS: Sells Assets to Armor Holdings
ADELPHIA COMMS: Court Okays Covington to Perform Legal Services
AGWAY INC: PricewaterhouseCoopers Raise Going Concern Doubt

ALLIANCE PHARMA: Working Capital Insufficient to Fund Operations
AMERCO: Fitch Cuts Senior Unsecured Debt Rating to BB+ from BBB  
AMERICAN HOMEPATIENT: Creditors' Meeting to Convene on Oct. 18
AMERICAN MEDICAL: Inks Distribution Pact with Sullivan-Schein
ANC RENTAL: Gets Nod to Consolidate Ops. at Albuquerque Airport

AOL LATIN AMERICA: Proposes Plan to Remedy Nasdaq Noncompliance
ASSET SECURITIZATION: Fitch Affirms Low-B's on B-1 to B-3 Notes
BCE INC: Expects to Meet Lower End of 2002 Financial Guidance
BEAR STEARNS: Fitch Affirms Low-B Classes G to K Cert. Ratings
BRIGHTPOINT: S&P Cuts Credit Rating to B Due to Recent Losses

BUDGET GROUP: Wins Nod to Hire Sidley Austin as Ch. 11 Counsel
BUFFALO COLOR: Voluntary Chapter 11 Case Summary
CARIBBEAN PETROLEUM: Asks Court to Allow Access to DIP Financing
CHESAPEAKE ENERGY: Will Publish 3rd Quarter Results by Nov. 4
CLARITI TELECOMMS: Fails to File Form 10-K on Due Date

CTC COMMUNICATIONS: Wants to Pay Vendors' Prepetition Claims
DANIELSON HOLDING: Jeffboat Subsidiary Slashes Workforce by 20%
D.G. JEWELRY: Fails to Comply with Nasdaq Listing Requirements
DIXON TICONDEROGA: Closes Debt Restructuring Deal with Foothill
DLJ MORTGAGE: Fitch Affirms Low-B Ratings on 6 Classes of Notes

DOE RUN: Intends to Commence Chapter 11 Proceeding in New York
EMPRESA ELECTRICA: Disclosure Statement Hearing Set for Oct. 22
ENCOMPASS SERVICES: Names Gries as Chief Restructuring Officer
ENRON CORP: Global Crossing Asks Court to Allow $3M Admin. Claim
FC CBO III: Fitch Hatchets Class B Notes Rating Down to BB

FEDERAL-MOGUL: Court Fixes March 3, 2003 as General Bar Date
FREDERICK'S: Court to Consider Amended Plan on October 16, 2002
G+G RETAIL INC: Positive Fin'l Trends Spur S&P to Revise Outlook
GEOCOM RESOURCES: External Auditors Issue Going Concern Opinion
HEALTHTRAC CORP: Parent Implements Comprehensive Restructuring

HINES HORTICULTURE: S&P Affirms Lower-B Credit & Debt Ratings
INTEGRATED TELECOM: Files for Chapter 11 Protection in Delaware
INTEGRATED TELECOM: Case Summary & 20 Largest Unsec. Creditors
INT'L THUNDERBIRD: TSX Will Halt Trading Effective November 1  
IT GROUP: Will Return Only $6.6 Mill. of Overpaid Funds to Shaw

LANDSTAR: Inks Pact with SWACO for Columbus Ohio Facility Lease
LODGIAN INC: Court Fixes October 28, 2002 Admin. Claim Bar Date
LOGISTICS MANAGEMENT: Settles Suit with GECC & Explores Options
LUCENT TECHNOLOGIES: Will Hold Q4 Conference Call on October 23
MALDEN MILLS: Seeking Court Approval of Disclosure Statement

MASSEY ENERGY: Talking with Potential Lenders for New Facility
MED-EMERG INT'L: Reprices Redeemable Share Purchase Warrants
MOBILE TOOL: Secures Approval to Hire Delaware Claims Agency
NATIONAL STEEL: Exploring Asset Sale with Strategic Buyers
NCS HEALTHCARE: Omnicare Delivers Executed Merger Agreement

NORTEL NETWORKS: Agrees to Sell Certain Assets to Bookham Tech.
NORTHWEST AIRLINES: Revenue Passenger Miles Top 5.7BB in Sept.
PICCADILLY CAFETERIAS: Begins Trading on American Stock Exchange
PIONEER NATURAL: Fitch Revises Outlook on BB Ratings to Positive
PRESIDENTIAL LIFE: AM Best Cuts Financial Strength Rating to B++

PRESSTEK: Names Gail Smith as N. America Sales Channel Manager
PRIME RETAIL: Receives Unsolicited Recap. Proposal from Fortress
RELIANCE GROUP: Liquidator Sells Interest in Flynns Crossing LP
RUSSELL CORP: Will Publish Third Quarter Results on October 24
SORRENTO NETWORKS: Pursuing Debt & Capital Restructuring Talks

SOUTH STREET CBO: S&P Junks Three Classes of Notes
SWIFTY SERVE LLC: Case Summary & 40 Largest Unsecured Creditors
SYSTEMONE TECHNOLOGIES: Amends Loan Pact with Hanseatic, et. al.
TRICO MARINE: Secures $11.4M Financing Commitment from GE Entity
UNITED AIRLINES: Traffic Rises 23.6% on 8.6% Capacity Increase

UNITED NATIONAL BANCORP: Fitch Maintains Ratings on Watch Neg.
UNIVERSAL EXPRESS: Auditors Doubt Ability to Continue Operations
US AIRWAYS: Court Okays Proposed Interim Compensation Protocol
US AIRWAYS: Surpasses Previous Service Performance Records
VIASYSTEMS GROUP: Wants to Continue PWC's Retention as Auditors

WARNACO GROUP: New Securities to be Issued Under Proposed Plan
WASATCH PHARMACEUTICAL: Intends to Pursue Restructuring Programs
WESTPORT RESOURCES: S&P Affirms BB+ Rating on Smith Acquisition
WORLDCOM INC: Proposes Uniform Mutual Debt Setoff Procedures

* Deloitte & Touche Names New Managing Partner for Ottawa Office

* Meetings, Conferences and Seminars


1-800-ATTORNEY: Fails to Meet Nasdaq SmallCap Listing Standards
1-800-ATTORNEY, Inc., (Nasdaq: ATTY) received on October 1,
2002, a Nasdaq Staff Determination indicating that the Company
fails to comply with certain requirements for continued listing
and that its securities are, therefore, subject to delisting
from the Nasdaq SmallCap market.  The Company has requested a
hearing before a Nasdaq Listing Qualifications Panel to review
the Staff Determination.  A hearing is expected to be held
within the next 30 to 45 days in Washington D.C.  There can be
no assurance the Panel will grant the Company's request for
continued listing.

On July 12, 2002, Nasdaq Staff notified the Company that its
common stock had not maintained a minimum market value of
publicly held shares of $1,000,000 and, accordingly, that it did
not comply with Marketplace Rule 4310(C)(7).  In accordance with
Marketplace rule 4310(C)(8)(B), the Company was provided 90
calendar days, or until October 10, 2002, to regain compliance.  
On August 22, 2002, Staff also notified the Company that it did
not comply with either the minimum $2,000,000 net tangible
assets or the minimum $2,500,000 stockholders' equity
requirements for continued listing as set forth in Marketplace
Rule 4310(C)(2)(B).  On September 4, 2002, the Company submitted
for Staff's consideration a plan by which the Company expected
that it could regain compliance with the continued listing
criteria. On October 1, 2002, Staff notified the Company that
Staff had determined to deny the Company's request for continued
listing based upon the plan the Company had submitted with
regard to regaining compliance.  As indicated above, the Company
has requested a hearing before a Nasdaq Listing Qualifications
Panel to review the Staff Determination.  There can be no
assurance the Panel will grant the Company's request for
continued listing.

1-800-ATTORNEY, Inc., is executing a strategy of becoming the
nation's leading attorney marketing network.  1-800-ATTORNEY(R)
and the "A" with quill logo are registered trademarks of 1-800-

3DO COMPANY: Obtains Waiver of Defaults Under Credit Agreement
The 3DO Company (Nasdaq: THDO) announced that founder and chief
executive officer Trip Hawkins has made a $3 million loan that
will meet the short-term capital needs of the Company, which
expects to return to profitability in the quarter ending March
31, 2003.  In addition, the Company has obtained a conditional
waiver from its revolving credit facility lender regarding
existing defaults through October 2002.  The Company also
announced today updated financial guidance for the Fiscal Years
ending March 31, 2003 and March 31, 2004.  The Company
outperformed consensus analyst guidance in the First Quarter of
Fiscal 2003, but will fall short in the Second and Third
Quarters, with combined quarterly revenue of approximately $11-
$12 million versus consensus analyst estimates of $19 million.  
The Fourth Quarter will be close to consensus analyst estimates,
with revenue growing to $22-$25 million. Finally, the Company
hopes to beat analyst estimates in FY2004 with revenues
exceeding $100 million and net income of $5-$10 million, buoyed
by a strong lineup of new game releases into a video game
software market made stronger by hardware sales during the 2002
and 2003 holiday seasons.

"The big picture remains the same," said Hawkins.  "Calendar
2002 is all about cash management and product development for
calendar 2003.  We have now made it 75% of the way through this
transition calendar year towards a strong recovery that begins
next quarter.  The new loan enables the Company to meet its
short-term cash needs.  And now that Nasdaq has given us a clean
bill of health, I believe that our long-term access to capital
is greatly improved. Meanwhile, indications are for a very
strong hardware market this holiday season that will
significantly improve software opportunities in calendar 2003
and beyond."

                         Financial Status

During September, the Company completed a 1-for-8 reverse split
of its common stock and was reviewed by the Nasdaq Listing
Qualifications Panel.  The Panel informed the Company that,
"[T]he Company satisfied the minimum bid price requirement by
evidencing a closing bid price of at least $1.00 per share for
the 10-day trading period ended September 6, 2002.  The Panel
was further of the opinion that the Company evidenced an ability
to sustain compliance with the $1.00 bid price requirement over
the long term, particularly given the margin of compliance as
well as the general upward trend of the stock price since the
implementation of the reverse stock split. The Panel also
expressed confidence in the Company's ability to sustain
compliance with all other requirements for continued listing on
the NASDAQ National Market over the long term.  Accordingly, the
Panel determined to continue the listing of the Company's
securities on the NASDAQ National Market.  The hearing file has
been closed."

"Given that our stock first fell below $1.00 back in February of
2002, it took 7 months to resolve the matter," said Hawkins.  
"Given the timeframes that these things take, I believe that we
would be well into 2003 before the need could arise for us to
assess how to respond to any future potential problem with
Nasdaq's minimum bid price requirement.  And, within that
timeframe, we expect to demonstrate that we are delivering on
our recovery, which would mean that we can truly put this
episode behind us."

In June 2002, the Company committed to its revolving credit
facility lender that it would raise an additional $4.6 million
in capital by October 1, 2002.  However, the Company's spending
and cash flow since that time have been better than projected.  
As a result of the $3 million loan, the Company has no present
need to borrow against the credit line and the credit line loan
balance is zero.  Subject to the conditional waiver, the Company
may not borrow more than $2 million against its revolving credit
line until the parties renegotiate the covenants and other
provisions of the credit line for the remainder of the first
year of the agreement.

                    Company Progress Report

In early 2002, the Company determined that the challenging
market climate of 2000-2001 would continue in 2002 and that it
was strategically essential for the Company to lengthen its
product development schedules in order to deliver competitive
product quality, efficiently leverage its technology and
development resources, and to properly prepare the market for
its upcoming games.  This required the Company to shift focus
towards new releases in calendar 2003 that could be delivered
using this strategy.  As a result, the Company is undergoing a
slow revenue period from April through December 2002 during
which it has no major new products being released.  In the March
2002 quarter, the Company did have two major product releases
that met the criteria above, and as a result achieved revenues
in excess of $15 million.  The subsequent quarters in calendar
2002 are smaller revenue quarters because there are no major new

Beginning in the March 2003 quarter, the Company has prepared a
pipeline that is expected to regularly deliver four to six major
products per quarter. In addition, consumer spending on game
software is expected to increase significantly in 2003 as a
result of a significant increase in the next- generation console
game system hardware base during the 2002 holiday selling
season.  The Company believes a key upcoming event will be the
release of High Heat(TM) Major League Baseballr 2004, which will
be available on many game formats in the March 2003 quarter.  
The game is already the universally top- rated baseball game for
the PlayStation(R)2 computer entertainment system and the PC,
but will be available on more formats for the first time, in a
significantly larger market following holiday hardware sales.  
"As a result of having a larger and regular supply of major new
game releases, and selling them into a larger marketplace, the
Company expects significant revenue growth in calendar 2003 and
Fiscal Year 2004 compared to the prior years," Hawkins said.

In addition, the Company has made significant reductions in
overhead spending and has increased its development focus and
efficiency.  As a result, despite lower revenues, the Company's
losses in Fiscal 2003 are expected to be considerably smaller
than the prior year.  With increased revenues beginning in the
March 2003 quarter the Company expects a return to profitability
for that quarter.

In August 2002 the Company completed a major research project
during which its entire product line plans through Fiscal Year
2004 were reviewed by the game console hardware licensors, the
leading retailers, the game magazines, and by consumer market
segments in focus group research.  The Company eliminated from
its plans any projects that did not have strong support from all
of these market constituencies.  The research findings included
strong support for the Company's established brands (High Heat
Major League Baseball, the Army Men(R) series, and Heroes(R) of
Might and Magic(R)), as well as excitement for the three new
brands from the Company, led by the Four Horsemen of the
Apocalypse(TM).  Proven brands make up the majority of the
Company's revenue plans.

"We've adapted to a more demanding business climate," said
Hawkins.  "We have weeded our garden and have become very
focused on what we can do successfully and at lower levels of
risk.  With poor market conditions, a software glut, and a
limited hardware base of next-generation systems, the last few
years have been a struggle.  But we believe we can become a
highly leveraged producer of original game brands.  We have
learned how to develop brands and use state-of-the-art
technology with much more leverage.  Plus, the hardware customer
base will hit the takeoff point this Christmas which will give
us additional leverage from increased demands for gaming
software." Hawkins continued, "To use a film-making analogy,
we're not the Warner Brothers of the game industry, nor do we
expect to be.  But we can aspire to be the Pixar or the Lucas
among game publishers, using development mastery to leverage
technology into our own brand upside.  We believe we can have
lower overhead and succeed with lower breakeven levels than the
larger publishers. And with our new planning methodology and
longer schedules, I believe we have as good a shot at making the
big, breakout hits as anyone."

                         Updated Guidance

Fiscal Year 2003

For the Fiscal Year ending March 2003, the First Quarter was
better than consensus analyst estimates.  The Second and Third
Quarters will be worse than consensus analyst estimates.  The
Fourth Quarter will be significantly better than the prior
quarters and will be similar to consensus analyst estimates. For
the full year, the Company expects to achieve revenues of $42 to
$45 million, somewhat below consensus analyst estimates of $52.8
million.  The primary reason for the shortfall is the lack of
major new releases in the first three quarters.  Roughly half of
revenue in Fiscal Year 2003 is estimated to occur in the Fourth
Quarter since that is the first recovery quarter during which
the Company will begin to deliver major new games based on its
updated strategy.  The full year net income is expected to be a
loss between $6 and $9 million, which compares favorably with a
$48 million loss in the prior year.  The consensus analyst
estimate for the year is a loss of approximately $6 million.  
However, the Company expects to exit Fiscal Year 2003 with a
profit in the Fourth Quarter of $1 to $2 million.

Second (September) Quarter, Fiscal Year 2003

Revenues are expected to be in the range of $6.8 to $7.4
million, approximately $2 million below current analyst
estimates.  A leading factor for the reduction is the delay of
the start of the second season of broadcasting for the CubixT:
Robots for Everyone television show, which has delayed its debut
from September 2002 to February 2003.  The Company has completed
new Cubix games but elected to postpone their release until the
show is back on the air.  Net income in the quarter is expected
to be a loss of $7 to $8 million, versus the consensus analyst
estimates of $4 million.  The primary reasons for the reduction
were writeoffs of $4.5 million of capitalized software
development for the aforementioned Cubix games and a
discontinued development project that failed to pass muster in
the market research project noted previously.  From an EPS
standpoint, the Company expects a loss of $0.92 to $1.04, taking
the reverse stock split into account. Pre-split, the expected
loss would be 11 to 13 cents compared to the consensus analyst
estimates of a loss of 6 cents.

Third (December) Quarter, Fiscal Year 2003

Revenues are expected to be in the range of $4 to $5 million,
more than $4 million below consensus analyst estimates.  The
reason for the shortfall is that in order to ensure proper
quality, the Company chose to delay the release of the one major
product that had been scheduled for release in the quarter.
Instead, Army Men Air Combat(TM): The Elite Missions will be
released for the Nintendo GameCube(TM) system in the March 2003
quarter.  Net income for the quarter is expected to be a loss of
$6 to $7 million versus consensus analyst estimates of
approximately $2 million.  From an EPS standpoint, the Company
expects a loss of $0.80 to $0.90, taking the reverse stock split
into account. Pre-split, the expected loss would be 10 to 11
cents compared to the consensus analyst estimates of a loss of 3

Fourth (March) Quarter, Fiscal Year 2003

Revenues are expected to be in the $22 to $26 million range,
consistent with consensus analyst estimates of $25 million.  The
Company hopes to release nine new products including five major
games such as High Heat Major League Baseball 2004, for various
platforms, Army Men Air Combat: The Elite Missions for the
Nintendo GameCube(TM) system, and Army Men: Sarge's War(TM) for
the Nintendo GameCube(TM) system.  Revenues are expected to be
greater than the first three fiscal quarters combined, as the
Company takes advantage of having several major game releases
shipping into a larger hardware customer base. Net income is
expected to be $1 to $2 million versus consensus analyst
estimates of $4 million.

Fiscal Year 2004 Guidance

The Company expects in Fiscal 2004 to continue the favorable
trend set by the Fourth Quarter of Fiscal 2003.  Revenues are
expected to exceed $100 million, with the goal of releasing an
average of four to six major new game SKUs per quarter and more
than 20 for the full year.  Net income for Fiscal 2004 is
expected to be $5 to $10 million versus consensus analyst
estimates of $6 million.  Hawkins concluded, "With new game
releases spread evenly throughout the year, the Company expects
the quarterly revenue pattern to follow traditional seasonality
as well as growth in the hardware customer base as the year
progresses.  The majority of revenue is expected to come from
proven brands such as Army Men: Platoon Commander(TM), Heroes of
Might and Magic V, High Heat Major League Baseball 2005, and
Army Men: Air Combat 3. Market research and development progress
is also very promising on the Company's three new brands, the
Four Horsemen of the Apocalypse, Street Racing Syndicate(TM),
and Jacked(TM)."

The 3DO Company, headquartered in Redwood City, Calif.,
develops, publishes and distributes interactive entertainment
software for personal computers, the Internet and advanced
entertainment systems such as the PlayStation(R)2 computer
entertainment system, and the Nintendo GameCube(TM) and Game
Boy(R) Advance systems.  3DO has also been licensed to develop
and publish interactive entertainment products compatible with
the Xbox(TM) video game system from Microsoft Corp.  More
information about The 3DO Company and 3DO products may be found
on the Internet at

911 EMERGENCY PRODUCTS: Sells Assets to Armor Holdings
Armor Holdings, Inc., (NYSE: AH) has acquired assets, including
the intellectual property, previously owned by 911 Emergency
Products, Inc., from EP Survivors, LLC, a limited liability
company organized by former secured creditors of 911EP.  Based
in St. Cloud, Minnesota, 911EP has been a leader in the use of
light emitting diodes for the emergency vehicle lighting market.  
911EP was the first to market with LED lighting products and has
grown sales to a run rate level of $4 million annually.

The transaction was valued at approximately $3.0 million
including $1.12 million in cash at closing, $285,000 in cash or
stock of Armor Holdings, Inc., one year from closing, and a
$1.58 million 10-year note, together with deferred consideration
in the form of an earn out and licensing fees.

"We have been looking at the emergency vehicle lighting market
for more than five years," said Jonathan Spiller, President and
CEO of Armor Holdings, Inc.  "The market is growing, complements
our current portfolio of law enforcement products, and provides
us with a new product to cross over from law enforcement into
public safety, fire and rescue.  We believe that LED technology
will lead the next generation of products for this market
because of its reliability, safety and extremely low energy
consumption requirements," added Spiller.

Armor Holdings, included in FORTUNE magazine's list of
"America's 100 Fastest Growing Companies" in 1999 and 2000, and
a member of the S&P Smallcap 600 Index, is a leading
manufacturer of security products for law enforcement personnel
around the world through its Armor Holdings Products division
and is one of the world's largest and most experienced passenger
vehicle armoring manufacturers through its Mobile Security
division.  Armor Holdings Products manufactures and sells a
broad range of high quality branded law enforcement equipment.  
Such products include ballistic resistant vests and tactical
armor, less-lethal munitions, safety holsters, batons, anti-riot
products and a variety of crime scene related equipment,
including narcotic identification kits.  Armor Holdings Mobile
Security, through its Commercial Products division, armors a
variety of vehicles, including limousines, sedans, sport utility
vehicles, and money transport vehicles, to protect against
varying degrees of ballistic and blast threats. Through its
Mobile Security division, it is the prime contractor to the U.S.
Military for the supply of armoring and blast protection for
High Mobility Multi-purpose Wheeled Vehicles, commonly known as

ADELPHIA COMMS: Court Okays Covington to Perform Legal Services
Adelphia Communications and its debtor-affiliates obtained
permission from the U.S. Bankruptcy Court for the Southern
District of New York to employ Covington & Burling as special
counsel to the Special Committee of the Board of Directors of
Adelphia Communications Corporation under a general retainer to
perform legal services.  

During these cases, Covington & Burling will:

A. investigate the nature and propriety of certain transactions
   between the Debtors and the Rigas Entities;

B. investigate the integrity of the Debtors' books and records,
   including the accuracy and completeness of the Debtors'
   financial accounting;

C. report to the Special Committee on the findings of the

D. advise and counsel the Special Committee with respect to the
   Debtors' compliance with obligations under certain credit
   agreements and other debt instruments;

E. coordinate with other professionals retained by the Debtors;

F. perform other appropriate legal services for the Special
   Committee related to corporate governance.

Post-petition, Covington & Burlington's professionals will bill
for services at their customary hourly billing rates:

       Jonathan D. Blake                $600
       Leonard Chazen                   $600
       Bruce A. Baird                   $550
       Michael St. Patrick Baxter       $525
       Anthony Herman                   $500
       David W. Haller                  $475
       Robert A. Long, Jr.              $450
       Stephen P. Anthony               $425
       R. Laird Hart                    $425
       Elaine W. Stone                  $425

Mr. Chazen adds that other Covington attorneys from time to time
may render services to the Special Committee in connection with
these cases.  The current hourly rates for firm attorneys in
non-bankruptcy matters range from $160 to $600. The current
hourly rate for the services of paraprofessionals in non-
bankruptcy matters is $130 to $210. (Adelphia Bankruptcy News,
Issue No. 19; Bankruptcy Creditors' Service, Inc., 609/392-0900)

AGWAY INC: PricewaterhouseCoopers Raise Going Concern Doubt
Agway Inc., was incorporated under the Delaware General
Corporation Law in 1964 and is headquartered in De Witt, New
York. Agway is an agricultural cooperative primarily engaged in
providing agriculture-related products and services to its
farmer-members and other customers.

Agway Inc., and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code in order to allow it to continue running its
businesses without interruption while it gains the time needed
to reorganize its financial obligations and strengthen its
balance sheet. The petitions for Agway Inc., and certain of its
subsidiaries include the following business units: Agway Feed
and Nutrition, Agway Agronomy, Seedway, Feed  Commodities
International, Country Best Produce, CPG Nutrients, Agway CPG
Technologies and Agway General Agency. These petitions were
filed with the United States Bankruptcy Court for the Northern
District of New York in Utica, New York, on October 1, 2002.

Four wholly owned Agway Inc., subsidiaries were not included in
the Chapter 11 filings:  Agway Energy Products LLC, Agway Energy
Services, Inc., Agway Energy Services-PA, Inc., and Telmark LLC.

Agway intends to develop a longer-term strategic plan of
reorganization that will serve as a framework for Agway's
emergence from the Chapter 11 process as a financially healthy,
more competitive  enterprise.  As of June 30, 2002, Agway's
total assets on a consolidated basis were $1,574,360 while its
total liabilities on a consolidated basis were approximately

PricewaterhouseCoopers LLP of Syracuse, New York, in its
Auditors Report on Agway, dated September 27, 2002, has stated:
"The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern."

ALLIANCE PHARMA: Working Capital Insufficient to Fund Operations
Alliance Pharmaceutical Corp., is a pharmaceutical research and
development company that focuses on developing scientific
discoveries into medical products and licensing these products
to larger pharmaceutical companies in exchange for fixed
payments and royalty or profit-sharing payments. One of the
Company's products, Imagent (formerly named Imavist), has been
approved for sale in the U.S. as an intravenous contrast agent
for enhancement of ultrasound images to assess cardiac structure
and motion. The Company has entered into a five-year agreement
with Cardinal Health,Inc. to assist in the marketing of Imagent.
Another of the Company's products,  Oxygent, is in late-stage
clinical development as an intravascular oxygen carrier to
reduce the need for donor blood in surgical and other patients
at risk of acute tissue hypoxia (oxygen deficiency).

Since commencing operations in 1983, the Company has applied
substantially all of its resources to research and development
programs and to clinical trials. The Company has incurred
losses since inception and, as of June 30, 2002, has an
accumulated deficit of $468.1 million. The Company expects to
incur significant losses over at least the next few years as the
Company continues its research and product development efforts
and attempts to commercialize its products.

The Company's revenues have come primarily from collaborations
with corporate partners, including research and development and
milestone payments. The Company's expenses have consisted
primarily of research and development costs and administrative
costs. To date, the Company's revenues from the sale of products
have not been significant. The Company believes its future
operating results may be subject to quarterly fluctuations due
to a variety of factors, including the timing of future
collaborations and the achievement of milestones under
collaborative agreements, whether and when new products are
successfully developed and introduced by the Company or its
competitors, and market acceptance of products under

In August 2002, as a result of the Company's balance sheet as
reported on the March 31, 2002 Form10-Q, the Company received a
Nasdaq Staff Determination indicating that the Company had
failed to comply with the net tangible assets and stockholders
equity requirements for continued listing set forth in
Marketplace Rule4450 (a)(3), and that its securities are,
therefore, subject to delisting from the Nasdaq National Market.
The Company appealed the Nasdaq Staff Determination and
requested a hearing before a Nasdaq Listing Qualifications Panel
to present its plan to meet the minimum requirements for listing
on Nasdaq. The hearing was held on September 26, 2002. The plan
presented by the Company included, among other options, the
restructuring of debt, the placement of additional securities, a
royalty license agreement or other investment associated with
future Imagent revenue streams, and through collaboration with
Baxter, the possibility of obtaining new third party financing
for Oxygent. If the Company's stock is delisted it could impact
its ability to raise capital and could violate certain
convertible debt covenants.

Alliance had net working capital deficit of $14.4 million at
June 30, 2002, compared to a deficit of $862,000 at June 30,
2001. The Company's cash, cash equivalents, and short-term
investments decreased to $1.4 million at June 30, 2002, from
$6.3 million at June 30, 2001. The decrease resulted primarily
from net cash used in operations of $21 million and principal
payments (paid with restricted and unrestricted cash) on long-
term debt of $4.6 million, partially offset by net proceeds of
$13.7 million from the October 2001 private placement financing
and by net proceeds of $7.2 million from the sale of preferred
stock. The Company's operations to date have consumed
substantial amounts of cash and are expected to continue to do
so for the foreseeable future.

Alliance continually reviews its product development activities
in an effort to allocate its resources to those product
candidates that the Company believes have the greatest
commercial potential. Factors considered by the Company in
determining the products to pursue include projected markets and
need, potential for regulatory approval and reimbursement under
the existing healthcare system, status of its proprietary
rights, technical feasibility, expected and known product
attributes, and estimated costs to bring the product to market.
Based on these and other factors, the Company may from time to
time reallocate its resources among its product development
activities. Additions to products under development or changes
in products being pursued can substantially and rapidly change
the Company's funding requirements.

The Company expects to incur substantial expenditures associated
with product development, particularly for Oxygent and Imagent.
The Company may seek additional collaborative research and
development relationships with suitable corporate partners for
its products. There can be no assurance that such relationships,
if any, will successfully reduce the Company's funding
requirements. Additional equity or debt financing may be
required, and there can be no assurance that such financing will
be available on reasonable terms, if at all. Because adequate
funds were not available, the Company has delayed its Oxygent
development efforts and it may be required to delay, scale back,
or eliminate one or more of its other product development
programs, or obtain funds through arrangements with
collaborative partners or others that may require the Company to
relinquish rights to certain of its technologies, product
candidates, or products that the Company would not otherwise

Alliance believes it lacks sufficient working capital to fund
operations for the entire fiscal year ending June 30, 2003.
Therefore, substantial additional capital resources will be
required to fund the ongoing operations related to the Company's
research, development, manufacturing and business development
activities. As noted in the report of the Company's independent
auditors, the report includes a paragraph which notes that the
Company's financial condition raises substantial doubt about its
ability to continue as a going concern. Management believes
there are a number of potential alternatives available to meet
the continuing capital requirements such as public or private
financings or collaborative agreements. Subsequent to year-end,
a $250,000 investment in the Company's Series F Preferred Stock
was made by Baxter. In July and August 2002, the Company entered
into two separate loan and security agreements that total $3
million with an investment firm at an effective 100% annualized
interest rate. The loans are due at the earlier of 90 days after
the date of the loan or the date on which the Company completes
and receives the proceeds from a financing with aggregate
proceeds of at least $5 million. The amounts borrowed are
secured by certain property and assets related to Imagent. The
$3.3 million already received was expected to satisfy the
Company's capital requirements through September 2002. The
Company is negotiating a bridge loan and an Imagent-related
financing, but there can be no assurance that the financing
arrangements will be consummated in the necessary time frames
needed for continuing operations or on terms favorable to the
Company. The Company is taking continuing actions to reduce its
ongoing expenses. If adequate funds are not available, the
Company will be required to significantly curtail its operating
plans and may have to sell or license out significant portions
of the Company's technology or potential products.

AMERCO: Fitch Cuts Senior Unsecured Debt Rating to BB+ from BBB  
Fitch Ratings lowers AMERCO's senior unsecured debt, preferred
stock, and commercial paper ratings to 'BB+', 'BB-', and 'B'
from 'BBB', BBB-', and 'F2', respectively. Senior unsecured debt
guaranteed by AMERCO is also lowered to 'BB+' by Fitch. The
preferred stock rating is withdrawn as there is no longer any
preferred stock outstanding. The ratings remain on Rating Watch
Negative due to significant level of debt refinancing
requirement over the near term, including a $100 million
maturity due Oct. 15, 2002. AMERCO's proposed $275 million
senior unsecured debt, due in 2009, is rated 'BB+' by Fitch.
Approximately $899 million of debt is covered by Fitch's

The rating actions were based on a combination of weaker
operating performance in AMERCO's consolidated businesses, which
has caused leverage to rise, heighten refinance risk introduced
through terms of its new bank revolving credit facility, the and
managerial issues, including concerns regarding corporate
governance. AMERCO's rating strengths center on its leading
market position in North American consumer truck and trailer
rental business, good cash flow, and success operating through
several business cycles.

Inconsistency has been the hallmark of AMERCO's last two fiscal
years. AMERCO's earnings declined sharply from the levels
reported in 2000 due to issues at the company's Republic Western
Insurance Co., unit. Aside from the operating issues facing
AMERCO, changes in financial statement reporting, weaknesses
cited in internal controls, lukewarm response by the banking
community to AMERCO's effort to refinance its revolver, and the
firing of its long time auditors contributed to the
inconsistency. While it appears that most of the changes are
completed, management will need to put together a string of good
clean quarters to help restore market confidence.

Beginning in the quarterly period ending Dec. 31, 2001, AMERCO's
former independent auditor, PricewaterhouseCoopers, required
that a related entity, Storage Acquisition Corp., be
consolidated into AMERCO's financial statements. This reversed
PwC's previous treatment of SAC, a position held since 1994, and
resulted in a delay in AMERCO's financial statement filing for
the periods ending Dec. 31, 2001 and March 31, 2002.

SAC's debt is non-recourse to AMERCO and not included in the
calculation of the company debt covenants. However, Mark Shoen,
who owns 15.6% of AMERCO's common equity, is the sole owner of
SAC. Therefore, Fitch believes that AMERCO would provide some
level of support in the event SAC encounter some difficulties.
Management recently indicated that no significant future
transactions are expected between SAC and AMERCO and plans to
separate the two companies are being contemplated.

The addition of SAC has increased AMERCO's balance sheet
footings at March 31, 2002. SAC and its subsidiaries added $558
million of debt and an equity deficit of $20 million to AMERCO's
balance sheet at March 31, 2002. As a result, AMERCO's leverage,
including off-balance sheet leases and SAC debt, stood at 4.14
times (x) at March 31, 2002. Excluding the SAC debt, leverage
was 3.21x at March 31, 2002. Leverage declined under both
metrics at June 30, 2002, driven by a combination of reduced
debt and increased equity as a result good operating results.

Operationally, it appears AMERCO has stemmed the declines. The
principal driver behind the improvement has been the business
restructuring of AMERCO's property and casualty insurance
subsidiary, RepWest. In fiscal year March 31, 2002, AMERCO and
its subsidiaries and SAC and its subsidiaries reported net
income of $3 million, after RepWest's $44 million after tax
loss. The improvement at RepWest has principally been as a
result of AMERCO exiting certain business lines deemed
unattractive on a risk-adjusted return basis. In the first
quarter of fiscal 2003, AMERCO and its subsidiaries and SAC and
its subsidiaries reported net income of $41 million, almost a
100% increase from fiscal year 2002's same period net income of
$21 million.

Based in Reno, NV, AMERCO is a holding company whose principal
subsidiaries are U-Haul International, Inc., Republic Western
Insurance Co., Oxford Life Insurance Co., and AMERCO Real Estate
Co. U-Haul is the leading consumer truck and trailer rental
company in North America and maintains a strong market position
in the self-storage market.

AMERICAN HOMEPATIENT: Creditors' Meeting to Convene on Oct. 18
The United States Trustee for the Middle District of Tennessee
will convene a meeting of the creditors of American HomePatient,
Inc., and its debtor-affiliates on October 18, 2002 at 8:30 a.m.
in Room 100 of the Customs House located at 701 Broadway in
Nashville, Tennessee. This is the first meeting of creditors
required pursuant to Section 341 of the Bankruptcy Code.

The Debtors' representative must appear at the section 341
meeting for the purpose of being examined under oath by the
United States Trustee and creditors about the Debtors' financial
affairs and operations.  Attendance by creditors at the meeting
is welcomed but not required. The meeting may be continued or
adjourned without further written notice.

American Homepatient, Inc., provides home health care services
and products consisting primarily of respiratory and infusion
therapies and the rental and sale of home medical equipment and
home care supplies. The Company filed for chapter 11 protection
on July 31, 2002. Glenn B. Rose, Esq., at Harwell Howard Hyne
Gabbert & Manner, PC represents the Debtors in their
restructuring efforts. When the Company filed for protection
from its creditors, it listed $269,240,077 in assets and
$322,129,850 in debts.

AMERICAN MEDICAL: Inks Distribution Pact with Sullivan-Schein
American Medical Technologies has entered into a dealer
distribution agreement with Sullivan-Schein Dental, part of the
$2.6 billion Henry Schein Company. Sullivan-Schein Dental is now
promoting American Medical Technologies' dental products through
their nationwide sales force.

"We are excited about working with Sullivan-Schein Dental, a
recognized leader in the dental industry," said Roger Dartt,
AMT's Chief Executive Officer. "This partnership allows us to
expand our sales opportunities and our growth plans for the
future. This is a key part of AMT's overall restructuring plan."

In June 2002 American Medical Technologies announced a
restructuring plan to reduce operating expenses and adapt to
current market conditions. As part of the restructuring plan,
AMT discontinued its direct sales approach and entered into the
dealer distribution agreement with Sullivan-Schein Dental. Under
the agreement, Sullivan-Schein Dental will distribute AMT's
high-technology dental product line, including its dental laser
line of products.

American Medical Technologies, Inc., headquartered in Corpus
Christi, Texas, develops and manufactures advanced technologies
for dentistry and markets them worldwide. It is listed on the
NASDAQ SmallCap Market under the symbol "ADLI". The Company's
Web site is found at  

                         *    *    *

As reported in Troubled Company Reporter's August 21, 2002
edition, the independent auditors of American Medical
Technologies, Ernst & Young, state in their report for the year
ended December 31, 2001: "The Company was in technical default
on certain financial covenants in connection with its line of
credit.  The Company and its bank have entered into a
forbearance agreement, under which the bank has agreed not to
exercise its remedies under the defaulted line of credit until
September 15, 2002.  Accordingly, the entire amount outstanding
under the line of credit of approximately $1,750,000 has been
classified as a current liability in the accompanying
consolidated financial statements...These matters raise
substantial doubt about the Company's ability to continue as a
going concern."

ANC RENTAL: Gets Nod to Consolidate Ops. at Albuquerque Airport
To secure significant cost savings at the Albuquerque
International Sunport in Beralillo County, New Mexico, ANC
Rental Corporation and its debtor-affiliates sought and obtained
the Court's authority to reject the Alamo Concession Agreement
and assume and assign the National Concession Agreement, the
National Lease and the Alamo Lease to ANC Rental Corporation.  
The agreements were entered into with the City of Albuquerque,
New Mexico.

Mark J. Packel, Esq., at Blank Rome Comisky & McCauley LLP, in
Wilmington, Delaware, assures the Court that none of the
agreements prohibit the operation of two brands by a single

The Debtors will pay the City of Albuquerque $100,390.83 in
prepetition Customer Facility Charges and $11,479.45 in
prepetition expenses.  Upon payment, the City will promptly
release and return to Alamo a performance bond.

The Debtors believe that the consolidation at the Albuquerque
Airport is going to generate savings of over $1,446,000 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)

AOL LATIN AMERICA: Proposes Plan to Remedy Nasdaq Noncompliance
America Online Latin America, Inc. (NASDAQ-SCM:AOLA), a leading
interactive services provider in Latin America, has presented a
plan to the NASDAQ Listing Qualifications Panel designed to
remedy its noncompliance with the $35 million market
capitalization requirement for continued listing of its Class A
Common Stock on the NASDAQ SmallCap Market (Marketplace Rule

The plan presented to NASDAQ includes an agreement by its two
largest stockholders, America Online, Inc., and the Cisneros
Group of Companies, to convert a sufficient number of shares of
preferred stock to Class A Common Stock so that the market
capitalization of the Class A Common Stock exceeds the required
$35 million threshold. Completion and implementation of this
agreement is contingent upon, among other things, NASDAQ's
acceptance of the Company's proposed plan and the requirement
that the closing bid price of the Class A Common Stock be above
a certain level on the day the NASDAQ Panel issues its decision.
The Company expects to receive NASDAQ's decision on the proposed
plan within four weeks, during which time AOL Latin America's
Class A Common Stock will continue to trade on the NASDAQ
SmallCap Market.

The Company noted it will also have to come into compliance with
the minimum bid price requirement rule of $1.00 for 10
consecutive trading days by January 13, 2003 in order to
continue to trade on the NASDAQ SmallCap Market. The Company
addressed its non-compliance with this requirement in its
presentation to the Panel, noting that it is considering various
alternatives, including a potential reverse stock-split, if

AOL Latin America noted that under the preferred share
conversion proposal the total number of shares outstanding would
remain unchanged; however, the number of shares of Class A
Common Stock would increase. The Company believes the proposal
would benefit Class A common holders as it includes the
forfeiture of dividends, liquidation preferences and other
preferential rights associated with the converted preferred
stock by the Cisneros Group of Companies and America Online.

Charles Herington, President and CEO of AOL Latin America, said:
"The stock conversion plan clearly underscores the commitment of
our major stockholders -- America Online and the Cisneros Group
of Companies. With their active support, we have continued to
narrow losses through a business strategy designed to target
higher value members. We believe this plan will benefit the
Company and our stockholders, as we continue to play an
important role in the development of the online medium in Latin

There can be no assurance that the Panel will accept the
Company's plan or that implementation of the plan will result in
continued listing on the NASDAQ SmallCap Market. In the event
that the Panel does not grant continued listing, AOL Latin
America expects that its Class A Common Stock would trade on the
Over-the-Counter Bulletin Board (OTCBB). The OTCBB is a
regulated quotation service that displays real-time quotes,
last-sales prices, and volume information for more than 3,600
equity securities.

America Online Latin America, Inc., (NASDAQ-SCM:AOLA) is the
exclusive provider of AOL-branded services in Latin America and
has become one of the leading Internet and interactive services
providers in the region. AOL Latin America launched its first
service, America Online Brazil, in November 1999, and began as a
joint venture of America Online, Inc., a wholly owned subsidiary
of AOL Time Warner Inc. (NYSE:AOL), and the Cisneros Group of
Companies. Banco Itau, a leading Brazilian bank, is also a
minority stockholder of AOL Latin America. The Company combines
the technology, brand name, infrastructure and relationships of
America Online, the world's leader in branded interactive
services, with the relationships, regional experience and
extensive media assets of the Cisneros Group of Companies, one
of the leading media groups in the Americas. The Company
currently operates services in Brazil, Mexico and Argentina and
serves members of the AOL-branded service in Puerto Rico. It
also operates a regional portal accessible at America Online's 35 million members  
worldwide can access content and offerings from AOL Latin
America through the International Channels on their local AOL

ASSET SECURITIZATION: Fitch Affirms Low-B's on B-1 to B-3 Notes
Fitch Ratings affirms Asset Securitization Corp.'s commercial
mortgage pass-through certificates, series 1997-D4, $89.8
million class A-1B, $65 million class A-1C, $671.2 million class
A-1D, $84.2 million class A-1E, $28.1 million class A-2 and
interest-only class PS-1 at 'AAA'. In addition, Fitch affirms
the following classes: $49.1 million class A-3 at 'AA', $21
million class A-4 at 'A+', $42.1 million class A-5 at 'A', $28.1
million class A-6 at 'BBB+', $21 million class A-7 at 'BBB', $21
million class A-8 at 'BBB-', $35.1 million class B-1 at 'BB+',
$35.1 million class B-2 at 'BB' and $14 million class B-3 at
'BB-'. The ratings on classes A-1A and A-CS1 have been withdrawn
as these classes have been paid in full. Classes B-4, B-5, B-6,
B-7, and B-7H are not rated by Fitch. The rating actions follow
Fitch's annual review of the transaction, which closed in March

The rating affirmations reflect the consistent loan performance,
defeased loans and minimal reduction of the pool collateral
balance since Fitch's last review. As of the September 2002
distribution date, the pool's aggregate certificate balance has
decreased by 9.6% since closing, to $1.27 billion from $1.40
billion. Six loans have been fully defeased (9.9%) and five
loans have been partially defeased (1.7%). The certificates are
collateralized by 116 fixed-rate mortgage loans, consisting
primarily of retail (34.5%), office (23.6%), and hotel (14.4%)
properties, with concentrations in California (20.9%),
Massachusetts (11.5%), and New York (7%).

CapMark Services, the master servicer, provided year-end 2001
borrower operating statements for over 99% of the pool's
outstanding non-defeased loan balance. Although the weighted
average debt service coverage ratio for YE 2001 declined
slightly to 1.75 times from 1.80x as of YE 2000, it is still
above the 1.52x reported at closing. Five loans (1.44%) reported
YE 2001 DSCRs below 1.00x. Currently, there are four specially
serviced loans (2.52%) including one real estate owned loan
(0.16%); the remaining three specially serviced loans are
current with no losses expected. To date, the pool has realized
$5.5 million in losses from the disposition of five assets,
including three assets ($2.5 million in losses) since Fitch's
last review.

Fitch analyzed each loan in the pool and assumed stressed
default probabilities and loss severities for loans of concern,
including the liquidation scenario of the REO loan. The defeased
loans were modeled with zero probability of default and loss
severity. The credit enhancement that resulted from this
remodeling of the pool warranted the affirmations. Fitch will
continue to monitor this transaction, as surveillance is

BCE INC: Expects to Meet Lower End of 2002 Financial Guidance
BCE Inc. announced that as a result of lower than expected data
and IP services revenue at Bell Canada and revised financial
guidance announced by Aliant, BCE now expects to meet the lower
end of its 2002 guidance for revenue, EBITDA(1) and earnings per
share before non-recurring items (EPS):

    -    Revenue of approximately $19.5 billion
    -    EBITDA of approximately $7.5 billion
    -    EPS of approximately $1.80

For Bell Canada (including Aliant and Bell ExpressVu) full-year
revenue growth is expected to be approximately 1.5 per cent,
rather than in the previously forecast range of 3 to 5 per cent.
Industry-wide lower demand for data and IP broadband services
will reduce Bell Canada's data revenue growth to approximately 6
to 10 per cent from the previously forecast range of 12 to 18
per cent.

Bell continues to focus on its productivity measures and now
expects productivity improvements to exceed $600 million for the
full year. As a result of these initiatives, and recognizing the
lower EBITDA guidance provided by Aliant, Bell expects to
achieve EBITDA growth for 2002 of approximately 6 per cent.
Capital expenditures are expected to be approximately 20 per
cent of revenues, at the lower end of the previously targeted 20
per cent to 21 per cent.

For the quarter ended September 30, 2002, BCE expects to report
results at the lower end of its guidance: revenue of
approximately $4.8 billion, EBITDA of approximately $1.8
billion, and EPS of approximately $0.45. BCE will release its
third quarter results on October 23, 2002.

BCE is Canada's largest communications company. It has 24
million customer connections through the wireline, wireless,
data/Internet and satellite services it provides, largely under
the Bell brand. BCE leverages those connections with extensive
content creation capabilities through Bell Globemedia which
features some of the strongest brands in the industry - CTV,
Canada's leading private broadcaster, The Globe and Mail, the
leading Canadian daily national newspaper and, the
leading Canadian Internet portal. As well, BCE has extensive e-
commerce capabilities provided under the BCE Emergis brand. BCE
shares are listed in Canada, the United States and Europe.

                         *   *   *

As reported in Troubled Company Reporter's October 2, 2002
edition, a lawsuit was filed with the Ontario Superior Court of
Justice against BCE Inc., by Wilfred Shaw, a common shareholder
of Bell Canada International Inc.  The plaintiff is seeking the
Court's approval to proceed by way of class action on behalf of
all persons who owned BCI common shares on December 3, 2001. The
lawsuit seeks C$1 billion in damages from BCI and BCE in
connection with the issuance of BCI common shares on February
15, 2002 pursuant to BCI's Recapitalization Plan and the
implementation of BCI's Plan of Arrangement approved by the
Ontario Superior Court of Justice on July 17, 2002.

BEAR STEARNS: Fitch Affirms Low-B Classes G to K Cert. Ratings
Bear Stearns Commercial Mortgage Securities Inc., commercial
mortgage pass-through certificates, Series 2000-WF1, $233.1
million class A-1, $455.0 million class A-2 and interest only
class X are affirmed at 'AAA' by Fitch. The following classes
are also affirmed: the $31.1 million class B at 'AA', the $35.5
million class C at 'A', the $8.9 million class D at 'A-', the
$26.6 million class E at 'BBB', the $8.9 million class F at
'BBB-', the $15.5 million class G at 'BB+', the $13.3 million
class H at 'BB', the $6.7 million class I at 'BB-', the $5.6
million class J at 'B+', the $8.9 million class K at 'B' and the
$3.3 million class L at 'B-'. Fitch does not rate the $8.9
million class M. The ratings affirmations follow Fitch's annual
review of the transaction, which closed in February of 2000.

The rating affirmations are the result of the high weighted
average debt service coverage ratio of the mortgage pool and
limited paydown of the certificates. Wells Fargo, as master
servicer, collected year-end 2001 operating statements for 98%
of the pool by balance. The year-end 2001 weighted average DSCR
for those loans is 1.79 times up from 1.69x at YE 2000 and 1.57x
at issuance. Fitch's weighted average DSCR is based on servicer
provided net operating income.

In addition to the high weighted average DSCR, the transaction
is also diverse by property type. Currently the transaction is
collateralized by 181 commercial and multifamily loans with a
total collateral balance of $861.3 million. Significant property
type concentrations include office (26%), retail (21%),
multifamily (15%), industrial (14%) and hotel (8%) property
types. Geographic concentrations include California (28%), North
Carolina (9%), New York (7%), and Texas (5%).

The 650 Townsend Center loan is secured by a 612,848 sq. ft
office building located in San Francisco, CA. As of year-end
2001 the Fitch stressed debt service coverage ratio was 1.96x
which is an increase from 1.48x at year-end 2000 and 1.52x at
issuance. At year-end 2001 the property was 99% occupied. The
Fitch stressed DSCR is based on cash flow adjusted for capital
expenditures and reserves and a stressed debt service at a 9.66%
constant. Fitch considers the credit assessment of this loan
investment grade.

The First Union Capital Center loan is secured by a 544,482-sq.
ft Class A office building in Raleigh, North Carolina. As of
year-end 2001 the property was 95% occupied and the Fitch
stressed DSCR had increased to 1.42x from 1.41x at year-end 2000
and 1.37x at issuance. The Fitch stressed DSCR is based on cash
flow adjusted for capital expenditures and reserves and a
stressed debt service at a 9.66% constant. Fitch considers the
credit assessment of this loan investment grade.

There is currently one loan in special servicing, a Furr's
supermarket located in New Mexico, which is 90 days delinquent.
The tenant filed bankruptcy and vacated the space. The borrower
has since found a new tenant for the location and is working
with the special servicer to bring the loan current. Fitch is
concerned with four loans (1.6% of the pool) which all exhibited
a year-end 2001 DSCR below 1.0x. The largest of the four loans
is a movie theater in Aspen, Colorado. The theater had
previously vacated the property leaving it 10% occupied; the
borrower has since found a new operator to take over the vacant
space. The remaining three loans have seen a decrease in
occupancy and increasing expenses.

While Fitch does have concerns within the pool, the current
performance and credit support was adequate to support the
ratings affirmations to the rated classes. Fitch will continue
to monitor the performance of this transaction, as surveillance
is ongoing.

BRIGHTPOINT: S&P Cuts Credit Rating to B Due to Recent Losses
Standard & Poor's Ratings Services lowered its corporate credit
rating on Brightpoint Inc., to single-'B' from single-'B'-plus.
The downgrade reflected recent losses and limited access to

The outlook is negative for Indianapolis, Indiania-based
Brightpoint, a leading distributor and provider of value-added
logistics services in the fragmented and highly competitive
wireless communications products distribution market.
Brightpoint has total debt outstanding of about $40 million.

While Brightpoint's profitability for 2002 is expected to
benefit from restructuring and cost reduction actions, near-term
profitability is expected to remain weak. The company reported
that revenues fell 4%, to $339 million, in the quarter ended
June 2002, from the year-earlier period, with a net loss of $5.2
million in the quarter.

"Failure to restore profitability in the near term, or a
material deterioration in the company's liquidity and access to
capital could lead to a downgrade," said Standard & Poor's
credit analyst Martha Toll-Reed.

Increased market saturation for wireless handsets, and global
economic weakness, particularly in the U.S., has resulted in
lower consumer demand and diminished near-term growth prospects
for Brightpoint.

Brightpoint has materially improved its capital structure and
effectively reduced the financial risk of convertible
noteholders exercising their put option in March 2003. Since
December 2001 the company has repurchased outstanding zero-
coupon convertible notes due 2018 having a total accreted value
of about $113 million. As of September 27, 2002, the outstanding
notes had an accreted value of $18.6 million.

BUDGET GROUP: Wins Nod to Hire Sidley Austin as Ch. 11 Counsel
Budget Group Inc., and its debtor-affiliates obtained permission
from the U.S. Bankruptcy Court for the District of Delaware to
employ and retain Sidley Austin Brown & Wood as their
reorganization and bankruptcy counsel for these cases to fill
that role.

Sidley has indicated a willingness to act on the Debtors' behalf
at its normal and customary rates for matters of this type,
together with reimbursement of all costs and expenses incurred
by Sidley.  Sidley's billing rates currently range from:

         Partners              $375 - $700
         Associates            $160 - $425
         Paraprofessionals      $80 - $165

The Debtors expect Sidley:

-- to provide legal advice with respect to the Debtors' powers
   and duties as debtors in possession in the continued
   operation of their businesses and management of their

-- to take all necessary action to protect and preserve the
   Debtors' estates, including prosecuting actions on behalf of
   the Debtors, defending any actions commenced against the
   Debtors, negotiating any and all litigation in which the
   Debtors are involved, and objecting to claims filed against
   the Debtors' estates;

-- to prepare, on behalf of the Debtors, all necessary motions,
   answers, orders, reports and other legal papers in connection
   with the administration of the Debtors' estates;

-- to perform any and all other legal services for the Debtors
   in connection with the Chapter 11 cases and with the
   formulation and implementation of the Debtors' plan of

-- to advise and assist the Debtors regarding all aspects of the
   plan confirmation process, including, but not limited to,
   securing the approval of a disclosure statement by the
   Bankruptcy Court and the confirmation of a plan at the
   earliest possible date;

-- to give legal advice and perform legal services with respect
   to general corporate matters, and advice and representation
   with respect to obligations of the Debtors, their Boards of
   Directors and officers;

-- to give legal advice and perform legal services with respect
   to matters involving the negotiation of the terms of and the
   issuance of corporate securities, matters related to
   corporate governance and the interpretation, application or
   amendment of the Debtors' corporate documents, including
   their Certificates of Incorporation, by-laws and material
   contracts, and matters involving stockholders and the
   Debtors' legal duties toward them;

-- to give legal advice and perform legal services with respect
   to real estate and tax issues relating to all of the
   foregoing; and

-- to render any other services as may be in the best interests
   of the Debtors in connection with any of the foregoing, as
   agreed upon by Sidley and the Debtors. (Budget Group
   Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service,
   Inc., 609/392-0900)    

DebtTraders says that Budget Group Inc.'s 9.125% bonds due 2006
(BD06USR1) are trading at 17 cents-on-the-dollar. See  
real-time bond pricing.

BUFFALO COLOR: Voluntary Chapter 11 Case Summary
Debtor: Buffalo Color Corporation
        100 Lee Street
        Buffalo, New York 14210

Bankruptcy Case No.: 02-16027

Chapter 11 Petition Date: October 1, 2002

Court: Western District of New York (Buffalo)

Judge: Michael J. Kaplan

Debtors' Counsel: William F. Savino, Esq.
                  1000 Cathedral Place
                  298 Main Street
                  Buffalo, NY 14202

CARIBBEAN PETROLEUM: Asks Court to Allow Access to DIP Financing
Caribbean Petroleum LP and its debtor-affiliates seek approval
from the U.S. Bankruptcy Court for the District of Delaware to
enter into a Post-Petition Financing pact with its prepetition
lending group.  

The Prepetition Lenders Group consists of Fleet National Bank,
as lender and agent for Pacific Life Insurance Company, Pacific
Life & Annuity Company, Orix USA Corporation, Heller Financial
Leasing, Inc., Bank Leumi USA, Commercial Loan Funding Trust I,
Lehman Commercial Paper, Inc., and Morgan Stanley Prime Income

Pursuant to the Postpetition Financing, the DIP Lender has
agreed to make up to $32,000,000 available to the Debtors.

Presently, other than the restricted use of their cash
collateral, the Debtors have no credit availability with which
to purchase petroleum products on credit, the Company tells the
Court.  Although the Debtors have a positive cash flow, they do
not have enough cash to buy products other than on a day-by-day
basis at "spot market" prices.

The Debtors disclose that sellers of petroleum products are
unwilling to extend unsecured credit for long-term purchases
unless the Company posts bank-issued letters of credit.  The
Debtors presently have no means to open letters of credit.

After the bankruptcy, because of the restrictions on cash, the
Debtors have only been able to purchase enough gas to satisfy
the needs of the branded market, which is comprised essentially
of their own service stations owned by CPLP and CPC. The DIP
Facility will permit the Debtors to purchase significant
additional quantities of petroleum that can then be sold to
unbranded customers, thereby allowing the Debtors to re-enter
this lucrative market segment, the Debtors point out.

In addition to a lower price, purchasing product pursuant to
long-term supply agreements will assure the Debtors, such as
CPLP -- the owner of the majority of retail gas stations-- of a
more predictable and stable supply of inventory.

Given the present financial condition of the Debtors and the
amount of credit necessary to secure long-term supply contracts,
no lender would agree to provide post-petition financing without
collateral security, even if the lender were given an
administrative expense priority. The Debtors have been unable to
obtain unsecured credit allowable under Bankruptcy Code as an
administrative expense.

The Debtors have concluded that the post-petition financing
proposed by the DIP Lender provides the best terms, interest
rates and fees that the Debtors can obtain given the

The Debtors propose that the collateral to secure the DIP
Facility shall include CPLP's post-petition cash, inventory, and
accounts receivable and eight gas stations owned by CPC.

The DIP Lender shall advance a secured revolving credit facility
of up to $32,000,000, including a sub-limit for letters of
credit of $16,000,000. Subject to certain restrictions, the
Debtors may borrow up to 85% of eligible receivables plus 80% of
gasoline inventory (60% of other petroleum-based inventory). In
addition to working capital, the proceeds of the DIP Facility
will be used by the Debtors to make the adequate protection
payment to the CPLP Pre-Petition Lenders.

The amount of the Interim Funding Loan will be the lesser of
$4,000,000 or 70% of the fair market value of CPC's eight
gasoline stations.

The Fees include:

  -- A closing fee of 2% of the DIP Facility, payable upon
     initial funding of the DIP Facility;

  -- A servicing fee of $5,000 for each month;

  -- An unused line fee of .25% payable on and after the initial
     funding of the DIP Facility;

  -- A "Facility Fee" of 1% per annum, based on the average
     outstanding balance of the credit facility, payable

-- An early termination fee of 5% of the DIP Facility.

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.

CHESAPEAKE ENERGY: Will Publish 3rd Quarter Results by Nov. 4
Chesapeake Energy Corporation (NYSE: CHK) has scheduled its
third quarter 2002 earnings release to be issued after the close
of trading on the New York Stock Exchange on Monday, November 4,

A conference call is scheduled for Tuesday morning, November 5,
2002 at 9:00 am EST to discuss the release.  The telephone
number to access the conference call is 913.981.5518.  We
encourage those who would like to participate in the call to
place your calls between 8:50 and 9:00 am EST.

For those unable to participate in the conference call, a replay
will be available for audio playback at 12:00 pm EST on November
5, 2002 and will run through midnight Tuesday, November 19,
2002.  The number to access the conference call replay is
719.457.0820; passcode for the replay is 725635.

The conference call will also be simulcast live on the internet
and can be accessed by going directly to the Chesapeake website
at http://www.chkenergy.comand selecting "Conference Calls"  
under the "Investor Relations" section.  The webcast of the
conference call will be available on the Company's Web site

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

                         *    *    *

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

                      Rating Assigned

      * B1 - $250 million senior unsecured notes, due

                      Ratings Affirmed

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

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

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

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

      * Caa1 - $150 million 6.75% convertible preferred,

      * B1 - Senior Implied Rating,

      * B2 - Unsecured Issuer Rating.

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

Chesapeake Energy Corp.'s 9% bonds due 2012 (CHK12USN1) are
trading slightly above par at 102.5 cents-on-the-dollar,
DebtTraders reports. For real-time bond pricing, see

CLARITI TELECOMMS: Fails to File Form 10-K on Due Date
On April 18, 2002, Clariti Telecommunications International,
Ltd., filed a voluntary petition for reorganization under
Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the Eastern District of
Pennsylvania.  Due to the Bankruptcy proceedings, it is
management's opinion that financial statements for the year
ended June 30, 2002 cannot be completed by September 30, 2002
(the original due date for Form 10-K) without unreasonable
effort or expense.  Management expects to file a completed Form
10-K for the year ended June 30, 2002 on or before October 15,

The Company incurred a net loss of $21,581,000 for the year
ended June 30, 2001.  Final consolidated results of operations
for the corresponding period of the current fiscal year have not
yet been completed.  During the year ended June 30, 2002, the
Company incurred a significant cash shortage and was unable to
obtain additional sufficient capital and as a result, filed for
Chapter 11 Bankruptcy protection.  Since the Bankruptcy filing
on April 18, 2002 Clariti Telecommunications operated on limited

CTC COMMUNICATIONS: Wants to Pay Vendors' Prepetition Claims
CTC Communications Group, Inc., and its debtor-affiliate want
the U.S. Bankruptcy Court for the District of Delaware to give
them authority to pay their critical vendors' prepetition
claims, subject to a $900,000 cap.

The Debtors relate that they do business with numerous and
vendors in the ordinary course of their business. While many
important Critical Vendors have entered into contracts with the
Debtors, there are many Critical Vendors with whom the Debtors
do not have contracts or, where there are contracts, their
services might be discontinued.  Replacing these Critical
Vendors will be disruptive, expensive or impossible, the Debtors
tell the Court, or involve costs that would exceed the amount of
the prepetition liability.

The Critical Vendors include:

     i) Software Developers,
    ii) Service Companies,
   iii) Equipment Suppliers,
    iv) Service Suppliers,
     v) Independent Sales Agents.

Certain of the Critical Vendors provide goods and services that
are only available from a single supplier or a limited number of
supplier. In some instance, these Suppliers are specially suited
or designed for the Debtors' requirements.

Moreover, the Debtors have relationships with independent Sales
Agents whereby commissions are paid as a function of sales and
revenue volumes. Often, the Debtors' customers have their
principal contacts and persona relationship with the Agents, not
the Debtors.  The Debtors are therefore vulnerable to loss of
sustained sales volumes and revenues and to loss of customer
base should an unpaid Agent decide to stop its relationship with
the Debtors.

The Debtors submit that unless they obtain authority to pay the
Critical Vendor Claims, they will be unable to provide the full
array of services typically delivered to their clients.  The
Debtors' and their clients' operations could be significantly
disrupted or temporarily shut down as a result.

The Debtors further request that all applicable banks and other
financial institutions be authorized and directed to receive,
process, honor and pay any and all checks drawn on any of the
Debtors' accounts and made payable to a Critical Vendor.

CTC Communications Group, Inc., a source provider of voice,
data, and Internet Communications services to medium and larger
sized business customers, filed for chapter 11 protection on
October 3, 2002. Pauline K. Morgan, Esq., at Young, Conaway,
Stargatt & Taylor represent the Debtors in their restructuring
efforts. When the Company filed for protection from its
creditors, it listed $306,857,985 in total assets and
$394,059,938 in total debts.

DANIELSON HOLDING: Jeffboat Subsidiary Slashes Workforce by 20%
Danielson Holding Corporation (Amex: DHC) and American
Commercial Lines LLC announce that ACL's marine construction
subsidiary, Jeffboat LLC, has announced a reduction of
approximately 20% of its workforce. The reduction in workforce
was driven by lower capital spending by barge operators and the
general economic slowdown.

DHC is an American Stock Exchange listed company, engaging in
the financial services, specialty insurance business, and marine
transportation, through its subsidiaries. DHC's charter contains
restrictions which prohibit parties from acquiring 5% or more of
DHC's common stock without its prior consent.

ACL, an indirect wholly owned subsidiary of DHC and its
subsidiaries, is an integrated marine transportation and service
company operating approximately 5,100 barges and 200 towboats on
the inland waterways of North and South America.  ACL transports
more than 70 million tons of freight annually.  Additionally,
ACL subsidiaries operate marine construction, repair and service
facilities and river terminals.

                           *    *    *

Jeffboat LLC announced a reduction in workforce of approximately
20 percent beginning on October 9, 2002.

Jeffboat President Robert P. Herre said the layoff and cost-
reduction decisions were driven by a significant reduction in
capital spending by barge operators in the inland river
transportation industry, which comprises Jeffboat's principal
market. Herre said the general economic slowdown is also
contributing to a lack of significant demand for new barge

"We believe this reduction should leave us with a work force
that is appropriately sized for our current production
requirements," said Herre. "We are confident that the remaining
workforce will allow us to remain competitive as we bid on the
few new vessel construction contracts that are coming to the

Jeffboat is the largest single-site inland shipbuilding and
repair facility in the U.S.  In addition to building inland and
ocean-going tanker and hopper barges, Jeffboat constructs river
towboats and specialty vessels. Jeffboat is a subsidiary of
American Commercial Lines LLC, which is an integrated marine
transportation and service company operating approximately
5,100 barges and 200 towboats on the inland waterways of North
and South America.  ACL transports more than 70 million tons of
freight annually. Additionally, ACL subsidiaries operate marine
construction, repair and service facilities and river terminals.
At June 30, 2002, Danielson Holding's balance sheets show that
its total current liabilities exceeded total current assets by
about $50 million.

D.G. JEWELRY: Fails to Comply with Nasdaq Listing Requirements
D.G. Jewelry Inc., (Nasdaq:DGJL) has received a Nasdaq
notification which indicates that the Company fails to comply
with the Marketplace Rule 4310(C)(4) requirements for continued
listing on the Nasdaq Markets. The notification points out that
for the last 30 days or more, the Company's common stock has
closed below the minimum $1.00 per share requirement for
continued inclusion under the Rule.

The Company has accordingly been advised that it has 180
calendar days, or until March 31, 2003, for the bid price of the
common stock to close at or above $1.00 per share for a minimum
of ten consecutive trading days.

If compliance with this requirement cannot be demonstrated by
that date, but if the Company at that time meets the initial
listing criteria under Marketplace Rule 4310(C)(2)(A), then a
further 180 days will be provided within which to demonstrate
compliance with the minimum closing bid requirement. If however,
the Company does not meet the initial listing criteria at that
time, the Company will then be notified that its securities will
be de-listed. If such notification of de-listing is given to the
Company, the Company will have the right, if it chooses to do
so, to appeal the delisting determination to a Nasdaq Listing
Qualifications Panel to review the Staff Determination. There
can be no assurance the panel will grant such an appeal for
continued listing.

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

DIXON TICONDEROGA: Closes Debt Restructuring Deal with Foothill
Dixon Ticonderoga Company (Amex: DXT) closed the refinancing and
restructuring of its U.S. debt through 2005.  The company's new
senior lender, Foothill Capital Corporation, has provided a
three-year $28 million senior facility which replaced the
company's previous senior debt with a consortium of banks. The
new senior debt agreement provides the company with an estimated
$5 million in increased working capital liquidity that will be
available both for operations and to make certain subordinated
debt payments.  At the same time, the company completed an
agreement with its subordinated lenders to extend the maturity
date of its subordinated notes to 2005.  Under the agreement,
the Company expects to pay up to $8 million to its subordinated
lenders (in addition to $1 million in principal and accrued
interest of approximately $2 million paid at closing) over the
next three years.  As part of the new agreement, should the
company be unable to make any portion of the $8 million when
due, the subordinated lenders will receive new warrants
equivalent to approximately 1.6% of the Company's outstanding
common stock for each $1 million in unpaid principal.  The
subordinated lenders will also continue to hold warrants
(expiring September 2003) to purchase 300,000 shares of company
common stock at a price of $7.24 per share.  Other terms of the
new debt agreements are generally consistent with the
description in the company's last quarterly report on Form 10-Q.

Commenting on the closing, Chairman and Co-Chief Executive
Officer Gino N. Pala said:  "The successful completion of this
major debt restructuring stabilizes our capital structure and
provides us the liquidity necessary to now move our company
forward towards growth and enhanced profitability."

Dixon Ticonderoga Company, with operations dating back to 1795,
is one of the oldest publicly held companies in the U.S.  Its
consumer group manufactures and markets a wide range of writing
instruments, art materials and office products, including the
well-known Ticonderoga(R), Prang(R) and Dixon(R) brands.  
Headquartered in Heathrow, Florida, Dixon Ticonderoga employs
approximately 1,450 people at 12 facilities in the U.S., Canada,
Mexico and the U.K.  The company has been listed on the American
Stock Exchange since 1988 under the symbol DXT.

DLJ MORTGAGE: Fitch Affirms Low-B Ratings on 6 Classes of Notes
DLJ Commercial Mortgage Corp's pass-through certificates, series
1999-CG2, are affirmed by Fitch Ratings as follows: $190.1
million class A-1A, $890.2 million class A-1B, and interest-only
class S at 'AAA', $69.8 million class A-2 at 'AA', $81.4 million
class A-3 at 'A', $19.4 million class A-4 at 'A-', $58.1 million
class B-1 at 'BBB', $23.3 million class B-2 at 'BBB-', $38.7
million class B-3 at 'BB+' $31.0 million class B-4 at 'BB',
$15.5 million class B-5 at 'BB-', $19.4 million class B-6 at
'B+', $15.5 million class B-7 at 'B', and $15.5 million class B-
8 at 'B-'. The $30.5 million class C is not rated by Fitch
Ratings. The rating affirmations follow Fitch's annual review of
the transaction, which closed in June 1999.

The certificates are collateralized by 292 fixed-rate mortgage
loans. Significant property type concentrations include retail
(36%) and multifamily (34%). The properties are located in 36
states and Washington D.C., with significant concentrations in
CA (18%), TX (17%), and FL (13%). As of the September 2002
distribution date, the pool's aggregate principal balance has
been reduced by 3.4% to $1.50 billion from $1.55 billion at
closing. Five loans (1% of the pool) are in special servicing.
Of the five, three are now current and two recently paid off.
There has been one realized loss in the transaction totaling

Three loans (5%) have exposure to Kmart. To date, Kmart has not
rejected any of the leases. All three leases expire in 2019. The
largest loan in the pool (4%) is Oakwood Plaza, located in
Hollywood, FL, with a current loan balance of $66.3 million. The
three largest tenants are Home Depot (157,077), Kmart (114,764),
and BJ's Wholesale Club (107,653). Kmart occupies 13% of the
total GLA at the property. The property was 99% occupied as of
year-end 2001 and DSCR was 1.13 times. The other two loans are
stand-alone Kmart stores. The Kmart-Columbus, located in Ohio,
representing (0.2% of the pool) has a current loan balance of
$2.6 million. The YE 2001 DSCR was 1.33x. The Kmart-Charleston,
located in West Virginia, representing (0.1% of the pool) has a
current loan balance of $1.4 million. The YE 2001 DSCR was

GEMSA Loan Services, the master servicer, collected year-end
2001 property financial statements for 96% of the pool. Based
only on the properties with full year 2001 performance, the
pool's weighted average debt service coverage ratio has improved
to 1.42x from 1.34x at issuance. Twenty-five loans (9% of the
pool) were on the Master Servicer WatchList. Nine loans (4.4% of
the pool) had a year-end 2001 DSCR below 1.00x. Fitch Ratings
analysis' took into account the Kmart loans, watchlisted loans
and other loans of concern. Based on this analysis,
subordination levels remained sufficient to affirm the ratings.

DOE RUN: Intends to Commence Chapter 11 Proceeding in New York
The Doe Run Resources Corporation has received indications of
support for its Revised Exchange Offer from holders of
approximately 73%, in the aggregate, of its Notes.  As the
tender of 95% of the principal amount outstanding of each of Doe
Run's Senior Secured Notes, Senior Notes and Floaters is
required to consummate the Revised Exchange Offer, Doe Run will,
as indicated in its Amended and Restated Exchange Offer, Consent
Solicitation and Solicitation of Acceptances, extend the
expiration time of the Revised Exchange Offer until October 15,
2002 and shall continue to solicit holders of the Notes until
such time.

If, at the Second Expiration Date, the minimum tender required
to consummate the Revised Exchange Offer has been achieved, Doe
Run will proceed to consummate the Revised Exchange Offer.  If,
at such time, the minimum tender has not been achieved but Doe
Run has received the requisite Acceptances from holders of its
Notes to the prepackaged plan of bankruptcy described in the
Offering Memorandum, Doe Run intends to commence a Chapter 11
case and seek to have the Plan confirmed in the United States
Bankruptcy Court for the Southern District of New York.  

Acceptances from holders of 66-2/3% of the principal amount
outstanding of each of Doe Run's Senior Secured Notes, Senior
Notes and Floaters, as well as a majority in number, in each
case voting on the Plan, are necessary to confirm the Plan. As
of the date hereof, Doe Run has received indications of support
for the Plan from holders of approximately 73%, in the
aggregate, of its Notes.  There can be no assurance that Doe Run
will be able to consummate the Revised Exchange Offer, the Plan
or any of the transactions described in the Offering Memorandum.

The Revised Exchange Offer will now expire at 5:00 P.M., New
York City time, on Tuesday, October 15, 2002.  Holders with
questions concerning how to participate in the Revised Exchange
Offer and Consent Solicitation, how to deliver an Acceptance to
the Plan or wishing to obtain copies of the Offering Memorandum,
additional Letters of Transmittal or any other documents  
relating to the transaction should direct all inquiries to the
information agent, MacKenzie Partners, Inc., at (212) 929-5500
or (800) 322-2885 (toll-free). Beneficial owners may also
contact their broker, dealer, commercial bank or trust company
for assistance concerning the Revised Exchange Offer, Consent
Solicitation and Solicitation of Acceptances.

EMPRESA ELECTRICA: Disclosure Statement Hearing Set for Oct. 22
The Honorable Allan L. Gropper will convene a hearing in the
U.S. Bankruptcy Court for the Southern District of New York to
consider the adequacy of the Disclosure Statement prepared in
support of the Plan of Reorganization submitted on September 18,
2002 by Empresa Electrica Del Norte Grande, S.A. and its debtor-
affiliates.  The Hearing will be held on October 22, 2002 at
10:00 a.m.  At the hearing, Judge Gropper will determine whether
the Disclosure Statement contains enough of the right kind of
information to permit creditors to make informed decisions about
whether to vote to accept or reject the Plan.

Objections to the Disclosure Statement, if any, must be filed
with the Bankruptcy Court on or before October 15, 2002 and
copies must be served on:

      (i) Cleary Gottlieb Steen & Hamilton
          One Liberty Plaza
          New York, NY 10006
          Attn: Thomas J. Maloney

     (ii) Milbank, Tweed, Hadley & McCloy, LLP
          One Chase Manhattan Plaza
          New York, NY 10005
          Attn: Risa M. Rosenberg

    (iii) Hale and Dorr LLP
          60 State Street
          Boston, MA 02109
          Attn: Mark N. Polebaum

     (iv) Office of the United States Trustee
          33 Whitehall Street, 21st Floor
          New York, NY 10004
          Attn: Pamela Lustrin
Empresa Electrica del Norte Grande SA is a partially integrated
electric utility engaged in the generation, transmission and
sale of electric power in northern Chile. The Company filed for
chapter 11 protection on September 17, 2002. Lindsee Paige
Granfield, Esq., Thomas J. Moloney, Esq., at Cleary, Gottlieb,
Steen & Hamilton represent the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its
creditors, it listed $612,861,000 in total assets and
$385,483,000 in total debts.

ENCOMPASS SERVICES: Names Gries as Chief Restructuring Officer
Encompass Services Corporation (Pink Sheets:ESVN) announced
that, in connection with its exploration of options to
strengthen the Company's financial position, the board of
directors has appointed Michael F. Gries to the newly created
position of Chief Restructuring Officer.  Mr. Gries will report
to Joe Ivey, president and chief executive officer of Encompass.

"We're delighted to have Michael join our team," said Joe Ivey.
"I am certain that his proven success in business restructuring
will prove very beneficial to Encompass as we move forward."

For over 20 years, Mr. Gries has specialized in providing
business and financial advice to companies, investors and other
parties in both distressed and turnaround situations in diverse
domestic and international businesses, including heavy
industrial products; light manufacturing, including apparel and
food processing; construction; retail; advertising; newspaper
publishing and broadcasting. He is one of the founders of the
financial advisory firm, Conway, Del Genio, Gries & Co.

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  

                         *    *    *

As reported in Troubled Company Reporter's October 3, 2002
edition, Encompass Services received a waiver from its senior
lenders relieving it from compliance with the financial
covenants contained in its senior credit facility through
October 15, 2002.

Encompass stated that because it considers the successful
completion of its previously announced Rights Offering highly
unlikely, and in order to provide the Company with additional
flexibility and liquidity, it has elected not to reduce the
amount drawn under its revolving credit facility as of September
30, 2002. As a result, the Company believes it would not have
met the financial covenants contained in its senior credit
facility measured as of September 30, 2002 without the waiver
the Company has obtained, and without the waiver would have been
in default under its senior credit facility. As of September 30,
2002, the Company had approximately $118 million in cash.

Encompass stated that it is exploring certain strategic options
to restructure and/or reduce total debt levels and improve its
balance sheet in order to enhance the Company's prospects for
future growth and increased profitability. It has retained
Houlihan Lokey Howard Zukin Capital as its financial advisor to
assist in evaluating these strategic options. Some of those
options would result in the termination of the Rights Offering
and the cancellation of the upcoming Encompass Special Meeting
of Shareholders scheduled for October 15, 2002, at which
shareholder approval of the Apollo investment is being

ENRON CORP: Global Crossing Asks Court to Allow $3M Admin. Claim
Global Crossing Bandwidth, Inc., asks the Court to allow its
claim for $2,906,198 as an administrative expense claim against
Enron Corporation's estate, and compel the Debtors to
immediately pay the amount.

Matthew A. Feldman, Esq., at Willkie Farr & Gallagher, in New
York, relates that Global Crossing and Enron Broadband Services
LP are parties to a Capacity Service Agreement, as amended.
Under the Agreement, Global Crossing provided to Enron
transmission service, including various private line fiber
capacity and points of presence in 11 different end-points

Pursuant to the service, Global Crossing billed Enron for
capacity services monthly in advance.  Since Enron's Chapter 11
filing, Mr. Feldman reports, Global Crossing has delivered these
invoices without receiving any payment:

    Invoice No.     Amount        Period Covered
    -----------     ------        --------------
     90006337       $200,638      12/01/01 -- 12/20/01
     90006889        330,120      12/21/01 -- 01/20/02
     90007520        334,764      01/21/02 -- 02/20/02
     90008830        335,427      02/21/02 -- 03/20/02
     90010439        338,775      03/21/02 -- 04/20/02
     90011710        342,129      04/21/02 -- 05/20/02
     90013168        345,517      05/21/02 -- 06/20/02
     90016241        348,938      06/21/02 -- 07/20/02
     90017570        679,845      07/21/02 -- 09/20/02

On August 2, 2002, Enron served a notice of rejection of the
Agreement to be effective on the same date.  In addition to the
unpaid invoices, Mr. Feldman notes, Global Crossing could charge
Enron with damages for the full period of the services since it
would be highly unlikely that Global Crossing will be able to
resell the capacity quickly.

Pursuant to Section 503(b)(1)(A) of the Bankruptcy Code, Mr.
Feldman asserts that Global Crossing's administrative expense
claim is warranted because the services performed were necessary
for the preservation of the Debtors' estate.  Moreover, even if
Enron was not fully utilizing the capacity, it remains
fundamental to the business of a broadband service provided like
Enron to have a capacity available for both flexibility and
redundancy.  Finally, Mr. Feldman avers, it cannot be disputed
that the postpetition services were supplied in the ordinary
course of Enron's business, as evidenced by the Agreement and
the ordinary course of dealing between the parties. (Enron
Bankruptcy News, Issue No. 44; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

FC CBO III: Fitch Hatchets Class B Notes Rating Down to BB
Standard & Poor's Ratings Services lowered its ratings on the
class A and B notes issued by FC CBO III Ltd., and co-issued by

                       Ratings Lowered

                    Federated CBO III Ltd.

                  Rating               Balance (Mil. $)
     Class     To        From        Original       Current
     A         AA+       AAA         289.50         263.95
     B         BB        A-          37.75          37.75

The lowered ratings reflect factors that have negatively
impacted the credit enhancement available to support the notes
since the transaction originated in November of 1999. These
factors include significant par loss for the collateral pool
securing the notes and a downward migration in the credit
quality of the assets in the pool.

As a result of asset defaults and the sale of credit risk
assets, the class A overcollateralization ratio has dropped and
now stands at 123.3% (Sept. 3, 2002 trustee report), versus a
minimum requirement of 117.3% and a ratio of approximately 137%
as of the transaction's effective date. The class B
overcollateralization ratio stands at 107.9%, below its required
minimum ratio of 109.7%, compared to an effective date ratio of
approximately 121%.

Including defaulted securities, $179,407,865 (49.8% of the
assets in the portfolio) come from obligors now rated below
single-'B'-minus, and $17.9 million (4.98% of those same assets)
correspond to obligors whose ratings are on CreditWatch with
negative implications.

Standard & Poor's has analyzed the results of current cash flow
runs for FC CBO III Ltd., to determine the future default levels
the rated tranches could withstand under different default
timings and interest rate scenarios, while still being able to
honor all interest and principal payments coming due on the
notes. This analysis led to the conclusion that the ratings
assigned to the class A and B notes were no longer consistent
with the credit enhancement available, resulting in the lowered

Standard & Poor's will continue monitoring the performance of
the transaction to ensure that credit enhancement levels are
adequate to support the new ratings.

FEDERAL-MOGUL: Court Fixes March 3, 2003 as General Bar Date
The United States Bankruptcy Court for the District of Delaware
has established March 3, 2003 at 4:00 p.m. Eastern Time as the
last date and time by which claims other than asbestos-related
personal injury claims may be filed against Federal-Mogul
Corporation (OTC Bulletin Board: FDMLQ) and those of its U.S.
subsidiaries that have commenced Chapter 11 cases.  All
entities, including governmental units, that wish to assert any
claims against the U.S. Debtors other than asbestos-related
personal injury claims are required to file proofs of claim on
or before 4:00 p.m. Eastern Time on March 3, 2003.

                    Who Must File a Claim

The General Bar Date applies to all "General Claims," which are
claims of any kind against the below-listed entities that arose
before October 1, 2001, except asbestos-related personal injury
claims and asbestos-related property damage claims (discussed
below).  Parties wishing to assert claims against any of the
Debtors on account of asbestos exposure of a party other than
the claimant (other than the claims of a spouse or the executor
of a decedent's estate), including contribution claims,
indemnity claims, reimbursement claims, subrogation claims or
cross-claims, must file proofs of claim on account of such
claims by the General Bar Date.

The Court has also previously established March 3, 2003 at 4:00
p.m. as the last date and time by which asbestos-related
property damage claims may be asserted against the Debtors,
using a specialized proof of claim form available from the
Debtors' claims agent.  More information about what constitutes
a General Claim and other important information and definitions
may be obtained from the Federal-Mogul Claims Web site at  

If you wish to assert a General Claim against any of the Debtors
listed below, you must file a proof of claim by March 3, 2003.

               Procedure for Filing Proofs of Claim

If you wish to assert a General Claim, you may use the Court-
approved proof of claim form for General Claims, Official
Bankruptcy Form No. 10 or any form complying substantially with
Official Bankruptcy Form No. 10.  A proof of claim form can be
downloaded from the Federal-Mogul Claims Web site at
http://www.fmoclaims.comor obtained by calling the Federal-
Mogul Claims Helpline (1-888-212-5571).

If you wish to assert a claim against more than one Debtor, you
must complete and file a separate proof of claim form for each

Asbestos-related property damage claims, for which the Court has
previously established March 3, 2003 as the bar date, may not be
filed on Official Bankruptcy Form No. 10, but must use a
specialized proof of claim form available from the Debtors'
Claims Agent at the address, telephone number, and website
address listed below.

A signed original of a completed proof of claim form, together
with any supporting documentation, must be delivered to the
Debtors' Claims Agent: The Garden City Group, Inc., Claims Agent
for Federal-Mogul, P.O. Box 8872, Melville, NY 11747-8872, so as
to be received not later than 4:00 p.m. Eastern Time on March 3,
2003.  The proof of claim form may be submitted in person, by
courier service, hand delivery, or mail addressed to the Claims
Agent.  Any proof of claim submitted by facsimile or e-mail will
not be accepted and will not be deemed filed.

                    Additional Information

Additional information about the claims process and the General
Bar Date may be obtained from the Federal-Mogul Claims Website,
the Federal-Mogul Claims Helpline, or the Claims Agent listed
below.  Information about the Debtors' businesses, including
prior trade names, and business locations may also be obtained
from the Web site.

          Consequences of Failure to File Proof of Claim

Any entity that fails to file a proof of claim by March 3, 2003,
shall be forever barred, estopped, and enjoined from asserting
any General Claim against the Debtors listed below; or voting
upon, or receiving any distributions under any plan or plans of
reorganization in these Chapter 11 cases in respect of such

                         List of Debtors

The Debtors include Federal-Mogul Corporation and its U.S.
subsidiaries: Carter Automotive Company, Inc., Federal-Mogul
Dutch Holdings, Inc., Federal- Mogul FX, Inc., Federal-Mogul
Global Inc., Federal-Mogul Global Properties, Inc., Federal-
Mogul Ignition Company, Federal-Mogul Machine Tool, Inc.,
Federal-Mogul Mystic, Inc., Federal-Mogul Piston Rings, Inc.,
Federal-Mogul Powertrain, Inc., Federal-Mogul Products, Inc.,
Federal-Mogul Puerto Rico, Inc., Federal-Mogul U.K. Holdings,
Inc., Federal-Mogul Venture Corporation, Federal-Mogul World
Wide, Inc., Felt Products Manufacturing Co., FM International
LLC, Ferodo America, Inc., Gasket Holdings Inc., J.W.J.
Holdings, Inc., McCord Sealing, Inc., and T&N Industries Inc.

Complete information, including all relevant forms, notices and
instructions, can be obtained through the Federal-Mogul Claims
Web site at; the Federal-Mogul Claims  
Helpline at 1-888-212-5571; or the Claims Agent for Federal-
Mogul at The Garden City Group, Inc., P.O. Box 8872, Melville,
NY 11747-8872.

Federal-Mogul Corporation's 8.80% bonds due 2007 (FMO07USR1) are
trading at 17 cents-on-the-dollar, DebtTraders reports. See  
real-time bond pricing.

FREDERICK'S: Court to Consider Amended Plan on October 16, 2002
On October 16, 2002 at 10:00 a.m., the United States Bankruptcy
Court for the Central District of California, Los Angeles
Division, will hold a hearing to consider confirmation of the
First Amended Joint Plan of Reorganization of Frederick's of
Hollywood, Inc. and its debtor-affiliates.  

Any party wanting further information regarding confirmation of
the Debtors' Plan, including deadlines for filing objections,
must make a specific written request to:

      Klee, Tuchin, Bogdanoff & Stern LLP
      Attn: Shanda D. Pearson, Esq.
      1880 Century Park East, Suite 200
      Los Angeles, California 90067

Frederick's has been operating under Chapter 11 bankruptcy
protection since July 2000.  Ms. Pearson represents the Debtors
in their restructuring efforts.

G+G RETAIL INC: Positive Fin'l Trends Spur S&P to Revise Outlook
Standard & Poor's Ratings Services revised its outlook on G+G
Retail Inc., to stable from negative based on continued positive
operating and financial trends.

Standard & Poor's also affirmed its single-'B'-plus corporate
credit rating on the company. New York, New York-based G+G, a
national mall-based retailer of female junior and preteen
apparel, had $102 million of funded debt on the balance sheet as
of August 3, 2002.

"Competition in the teenage girls segment of the apparel
industry is intense. G+G competes with other specialty
retailers, discount department stores, and local and regional
department stores. G+G's competitive strength is its sourcing
capabilities," Standard & Poor's credit analyst Diane Shand
said. "The company's emphasis on sourcing merchandise
domestically and efficient distribution systems allows for short
inventory lead times, which facilitates quick response to the
latest fashion trends and high inventory turns."

Standard & Poor's also said that upside rating potential is
limited by the competitive retail market for teenage apparel.
Operations are expected to show continued modest improvement.
Downside protection is provided by adequate availability under
the revolving credit agreement and management's commitment not
to incur additional funded debt.

Same-store sales increased 7.5% in the first half of 2002 and
2.1% in 2001 after a poor 2000 when comparable-store sales
declined 5.3%. G+G's operating margin increased to 11.3% in the
first half of 2002 from 8.7% in the first half of 2001 due to an
increase in the initial mark-on and a decrease in markdowns, as
well as sales leverage.

GEOCOM RESOURCES: External Auditors Issue Going Concern Opinion
Geocom Resources Inc., was incorporated in the State of Nevada
on June 19, 2000 under the name Commerce Direct Inc.  No
business was ever commenced under the name Commerce Direct Inc.,
nor was the Initial List of Officers and Directors filed with
the Nevada Secretary of State. On April 23, 2001 the Company
changed its name from Commerce Direct Inc. to Geocom Resources
Inc., filed its Initial List of Officers and Directors
appointing its current management team, and commenced
operations. The Company maintains its statutory registered
agent's office at Suite 880 - 50 West Liberty Street, Reno,
Nevada, 89501 and its business office is located at 1030 West
Georgia Street, Suite 1208, Vancouver, British Columbia, Canada
V6E 4Y3.

In May 2001, Geocom acquired an option to purchase a 5% working
interest in a participation agreement with Brothers Oil and Gas
Inc. in respect of the exploration of certain oil and natural
gas interests in California referred to as the Coalinga Nose
Prospect. The Company acquired the option by way of an
assignment from Talal Yassin, its President and a member of the
Board of Directors, in exchange for a demand promissory note in
the amount of $22,500 plus interest payable to Mr. Yassin.
Pursuant to the participation agreement, Geocom was required to
make a final payment of $49,560 to Brothers by May 24, 2001 to
exercise its option. President, Talal Yassin, paid this amount
on Geocom's behalf in exchange for a demand promissory note in
the amount of $49,560 plus interest. The option entitled the
Company to participate in any revenues that were generated if
oil or natural gas were discovered on the prospect. A total of
$129,775 in cash calls was paid in respect of Geocom's
participating interest. This amount represented its
proportionate share of costs.

In January 2002, Geocom assigned 1% of its 5% working interest
in the Coalinga Nose Prospect to Denstone Ventures Ltd. in
exchange for $50,000. Also in January 2002, Geocom acquired an
additional 1% working interest in the Coalinga Nose Prospect for
consideration of $20,000 from Solaia Ventures Inc.  The results
of testing on the Coalinga Nose Prospect were unsuccessful and
the project was abandoned in approximately March 2002.  
Accordingly, Geocom is no longer paying any cash calls in
respect of its working interest.

Subsequent to the Company's fiscal year end, it entered into a
Letter of Intent with Princeton Financial Group Inc. n July 26,
2002 under which Princeton assigned its rights to acquire all of
the issued and outstanding shares of Glacier Ridge Resources
Ltd., a privately held oil and gas exploration and production
company, subject to certain terms and conditions. Glacier's
operations and production are situated within the province of
Alberta, Canada. Pursuant to the Letter of Intent, the purchase
price for the proposed acquisition would be paid by way of the
issuance of 5.5 Million common shares of Geocom Resources Inc.,
and the payment of approximately US$23 Million (CDN$36.4
Million). Upon execution of the Letter of Intent, Mr. Ryan
Henning, the CEO of Princeton and a securities lawyer with
significant corporate finance experience, joined Geocom's board
of directors.

On September 22, 2002, Geocom confirmed in writing the
cancellation of its Letter of Intent with Princeton Financial
Group Inc. dated July 26, 2002. Pursuant to the Letter of
Intent, Princeton assigned Geocom its rights to acquire all of
the issued and outstanding shares of Glacier Ridge Resources
Ltd., a privately held oil and gas exploration and production
company, subject to certain terms and conditions, including the
securing of necessary financing. Due to an inability to secure
necessary financing, the conditions were not met within the 30
day period and the parties were entitled to terminate the Letter
of Intent. Princeton and Geocom continued to make bona fide
efforts to raise the financing beyond the 30 day period but were
ultimately unsuccessful. Accordingly, on September 26, 2002
Geocom provided written confirmation of termination of the
Letter of Intent. In connection with the termination, Mr. Ryan
Henning, who joined Geocom's Board of Directors in connection
with the potential acquisition, resigned as a Director.

On September 25, 2002 Geocom entered into a Letter of Intent
with ADS Drilling Services, Inc.  Pursuant to the Letter of
Intent, Geocom is entitled to acquire all of the issued and
outstanding shares of ADS, subject to certain terms and
conditions. ADS is a privately held company specializing in
directional drilling for the oil and gas industry. All of its
current operations are situated within Houston, Texas. The
purchase price for the proposed acquisition will be the issuance
of 3,875,000 common shares. In addition, Geocom must use its
best efforts to secure financing for the operations of ADS in
the total amount of US$1.5 Million. The acquisition is subject
to a number of conditions set out in the Letter of Intent,
including Geocom's complete due diligence review of ADS, the
securing of necessary financing, and the agreement of current
management of ADS to join Geocom's management for a mutually
agreeable term.

Geocom Resources is currently looking for other strategic
acquisitions within the oil and gas sector that will generate
revenues, facilitate corporate development and strengthen its
management team.

However, the Company has enumerated numerous risk factors in the
pursuit of their buiness:

     1. The Company's auditors have issued a going concern
opinion because Geocom may not be able to achieve its objectives
and it may have to suspend or cease its proposed operations
entirely. Its auditors have issued a going concern opinion. This
means that there is doubt that the Company can continue as an
ongoing business for the next twelve months. Unless its officers
and directors are willing to loan or advance any additional
capital to the Company, it may have to suspend or cease

     2. The Company has a limited operating history and has
losses which it expects to continue into the future. If the
losses continue the Company will have to suspend operations or
cease operations.

        The Company was incorporated in June 2000 and started
proposed business operations but has not realized any revenues.
It has limited operating history upon which an evaluation of its
future success or failure can be made. Its net loss since
inception is $501,577. The ability to achieve and maintain
profitability and positive cash flow is dependent upon:

     - the ability to acquire, explore and/or develop profitable      
       oil and gas properties or interests

     - the ability to generate ongoing revenues

     - the ability to keep operating costs low

     - the ability to compete with more established oil and gas
       exploration companies

Based upon its proposed plans, Geocom expects to incur operating
losses in future periods. This will happen because there are
costs and expenses associated with the research, exploration and
development of oil and gas properties. The Company may fail to
generate revenues in the future. Failure to generate revenues
will cause Geocom Resources to go out of business.

     3. Geocom Resources does not own any property or interests
on which to explore for oil and natural gas and unless it is
able to acquire any property or interests that profitably
produce oil gas its business will fail. The Company has
indicated that it may never be able to acquire any property or
interests. Even if it does acquire any property it may never be
able to explore for oil and gas. Even if it does explore for oil
and gas, it may never discover any oil or gas. Even if it
discovers oil or gas, it may still never make a profit. Even if
it acquires any other interests they may not profitably produce
any oil or gas, or be revenue generating.

     4. If Geocom does not raise additional financing it will be
unable to continue its proposed operations and stockholders will
lose all their investment.  Geocom is a very small company with
limited capital, and it requires additional financing to pay its
ongoing costs of operations. It may try to raise these funds
from a second public offering, a private placement or loans. At
the present time, it has not made any definitive plans to raise
additional money and there is no assurance that it would be able
to raise additional money in the future. If it needs additional
money and cannot raise it, it will have to suspend or cease
operations. Even if it raises additional financing, it may not
have enough money to implement and complete its proposed
business operations. The risk that stockholders could lose all
of their investment increases with the less money the Company is
able to raise. The risk increases because if Geocom raises less
money it would be more likely that it will not have sufficient
funds to implement or complete its proposed business operations.
If unable to raise sufficient funds to cover estimated operating
expenses and implement and complete proposed business operations
Geocom will go out of business and stockholders will lose their
entire investment.

     5. The Company's success is materially dependent upon the
use of seismic survey data and exploratory drilling activities.
The success of its proposed business materially depends on
successful use of three and four-dimensional seismic surveying
data. Although Geocom believes that the proper use of seismic
data will increase the probability of successful exploratory
drilling and reduce costs through the elimination of prospects
that might otherwise be drilled it may be wrong. Even with the
proper use seismic data, exploratory drilling is a highly
speculative activity. Even when fully utilized and properly
interpreted, seismic data can only assist geoscientists in
identifying subsurface structures and does not enable a
determination as to whether hydrocarbons are present. The use of
seismic data and other advanced technologies is expensive and
requires greater pre-drilling expenditures than traditional
drilling strategies. Geocom could incur losses as a result of
such increased expenditures. The success of its proposed
business also materially depends on successful exploratory
drilling. Exploratory drilling involves many risks, including
the most fundamental risk that no oil or natural gas is
discovered. Other risks include unexpected drilling conditions,
such as pressure or irregularities in surface formations,
equipment failures, accidents and adverse weather conditions.
There are also substantial costs for exploratory drilling. The
success of future projects will depend on the Company's ability
to minimize costs for successful exploratory drilling. If
unsuccessful in this, again, it may go out of business.

     6. Even if it acquires a property or interest and locates
oil or natural gas, success will be substantially dependent upon
the prevailing prices of oil and natural gas.  Oil and natural
gas prices are extremely volatile and subject to wide
fluctuations in response to relatively minor changes in supply
and demand, market uncertainty and a variety of additional
factors beyond Company control. These factors include the level
of consumer product demand, weather conditions, domestic and
foreign governmental regulation, the price and availability of
alternative fuels, political conditions in the Middle East, the
foreign supply of oil and natural gas, the price of foreign
imports and overall economic conditions. It is impossible for
Geocom to predict future oil and natural gas price movements. If
the prices of oil and gas decline, this may harm Geocom's

     7. Because the Company is small and does not have much
capital, it must limit its exploration and development of any
properties or interests it acquires. This may prevent its from
realizing any revenues and, again, stockholders may lose their
investment as a result. In particular, it will not: devote the
time it would like to exploring any property or interest which
it acquires; spend as much money as it would like in exploring
any property or interest which it acquires; rent the quality of
equipment it would like to have for exploration; have the number
of people working on any property or interest that it acquires
that it would like to have.  By limiting operations, it will
take longer to generate revenues and for stockholders to realize
any profit on investment. If Geocom does not discover oil or
gas, or otherwise generate revenues,  stockholders will not
realize anything on their investment. There are other larger
exploration companies that could and probably would spend more
time and money in exploring any property that Geocom Resources
may acquire.

     8. Even if able to acquire a property or interest to
explore, the Company does not have access to all of the
equipment, supplies, materials and services needed, it may have
to suspend operations as a result. If operations are suspended
it may harm Geocom's business. Even if able to acquire interest
or property to explore, competition and unforeseen limited
sources of supplies in the industry may result in occasional
spot shortages of equipment, supplies and materials. In
particular, Geocom may experience possible unavailability of
drilling rigs, drill pipe as well as materials and services used
in oil and natural gas drilling. Such unavailability could
result in increased costs and delays to operations. The Company
has not attempted to locate or negotiate with any suppliers of
products, equipment or materials. If it cannot find the products
and equipment needed, it will have to suspend exploration plans
until it does find the products and equipment needed.

     9. Geocom's business is subject to the normal operating
risks common to companies engaged in oil and natural gas
operations. If one of more of these risks materialize this may
result in substantial financial harm to the company.  These
risks include hazards such as well blowouts, craterings,
explosions, uncontrollable flows of oil, fires, pipeline
ruptures or spills, pollution, releases of toxic gas and other
environmental hazards. Geocom may elect not to obtain insurance
in respect of these risks if it believes the cost of doing so is
excessive and, in accordance with industry practice, many of its
contractors may also elect not to obtain insurance against some
of these risks. The occurrence of a risk not fully covered by
insurance could severely harm the Company's financial situation.

     10. The success of Geocom's business will require that it
keep up with technological advancements in the oil and gas
industry. If unable to implement new technologies it will be
unable to compete and its business will fail.  The oil and gas
industry is characterized by rapid and significant technological
advances. If Geocom's competitors use or develop new
technologies that it does not have the Company will be forced,
at significant cost, to implement the same new technologies or
suffer a competitive disadvantage. It may not be able to respond
to these competitive pressures and may be unable to implement
new technologies on a timely basis or at an acceptable cost to
its business. If unable to implement and utilize the most
advanced commercially available technology in a cost efficient
manner its business will fail.

     11. Geocom's business is regulated by various government
laws and regulations. Compliance with these laws and regulations
is onerous and costly.  The business is subject to many federal,
state and local government laws and regulations which are
subject to frequent change in response to political and economic
conditions. Geocom cannot predict the ultimate cost of
compliance with these requirements or their affect on its
operations. Matters regulated include discharge permits for
drilling operations, drilling and abandonment bonds, reports
concerning operations, the spacing of wells and unitization and
pooling of properties and taxation. Regulations may also impose
price controls and limitations on production so as to conserve
oil and gas supplies. Environmental and health laws regulate
production, handling, storage, transportation and disposal of
oil and natural gas, by-products from crude oil and natural gas
and other substances and materials produced or used in
connection with crude oil and natural gas operations. Geocom
must comply with all of these applicable laws and regulations as
failure to do so would subject the company to substantial
potential liability. Compliance with these laws and regulations
will be onerous and costly.

     12. Geocom states that its officers and directors lack
experience in oil and gas explorations and will be devoting only
a fraction of their professional time to its activities. If its
estimates related to expenditures are erroneous its business
will fail and stockholders will lose their entire investment.
Only one of the Directors has any experience within the oil and
gas industry but is devoting only approximately 1% of his
professional time to its operations. The other current directors
and officers have no experience in oil and gas explorations and
are devoting only approximately 5% of their professional time to
its operations. Management's lack of experience may make the
Company more vulnerable than other companies to certain risks,
and it may also cause it to be more vulnerable to business risks
associated with errors in judgment that could have been
prevented by more experienced management. In particular, if
management's estimates of expenditures are erroneous its
business will fail. Management's lack of previous experience may
harm operations or cause Geocom to go out of business.

     13. Because the Directors have foreign addresses this may
create potential difficulties relating to service of process in
the event that one wishes to serve them with legal documents.
None of the current directors and officers have resident
addresses in the United States. Two of the directors and
officers, Talal Yassin and Andrew Stewart, are resident in
Canada. The other Director is resident in the West Indies.

     14. Geocom may conduct further offerings in the future in
which case shareholdings will be diluted. It may conduct further
offerings in the future to finance its current project or to
finance subsequent projects that it decides to undertake. If it
decides to raise money or conduct further offerings in the
future shareholdings will be diluted.

     15. Because the SEC imposes additional sales practice
requirements on brokers who deal in Geocom's shares which are
penny stocks, some brokers may be unwilling to trade them. This
means that a stockholder may have difficulty in reselling shares
and may cause the price of the shares to decline. Geocom's
shares qualify as penny stocks and are covered by  Section 15(g)
of the Securities Exchange Act of 1934 which imposes additional
sales practice requirements on broker/dealers who sell such
securities. For sales of Geocom's securities, the broker/dealer
must make a special suitability determination and receive from
the stockholder a written agreement prior to making a sale to
them. Because of the imposition of the foregoing additional
sales practices, it is possible that brokers will not want to
make a market in Geocom shares. This could prevent stockholders
from reselling shares and may cause the price of the shares to

     16. The current Directors control the Company by virtue of
their ownership of 20,000,000 shares. As a result, they will be
able to elect all of the Directors and control operations.
Geocom's articles of incorporation do not provide for cumulative
voting. Cumulative voting is a process that allows a shareholder
to multiply the number of shares he owns times the number of
Directors to be elected. That number is the total votes a person
can cast for all of the Directors. Those votes can be allocated
in any manner to the Directors being elected. Cumulative voting,
in some cases, will allow a minority group to elect at least one
Director to the Board. This means that existing shareholders
will not be expanding their ownership. Further, the concentrated
control in the hands of the current Directors may inhibit a
change of control and may adversely affect the market price of
the Company's common stock.

     17. Sales of common by Geocom's officers and Directors will
likely cause the market price for the common stock to drop. A
total of 20,000,000 shares of stock are owned by the two
officers and Directors. They paid an average price of $0.014 per
share. They will likely sell a portion of their stock if the
market price goes above $0.02. If they do sell there stock into
the market, the sales may cause the market price of the stock to

Consideration of these risks is inherent in analyzing the
potential of Geocom Resources Inc.

HEALTHTRAC CORP: Parent Implements Comprehensive Restructuring
Healthtrac, Inc., (OTC BB:HTAC), parent company of Healthtrac
Corp. and NorthStar TeleSolutions, announced that the company
has implemented a comprehensive restructuring plan in an effort
to reduce expenses, improve client service and increase sales.

Edward Sharpless, Healthtrac's recently appointed President, has
been appointed Chief Executive Officer. Dennis Sinclair has
resigned from his positions as chairman of the board and
managing director.

"My review of operations shows that we can maintain and even
improve our current levels of client service after restructuring
employee responsibilities in conjunction with a headcount
reduction and operating cost reductions," said Mr. Sharpless,
President & CEO.* "Our focus will be to exceed our existing
clients' expectations while adding new clients through a
structured, aggressive sales plan."*

Part of the cost-cutting measures include the consolidation of
the Chicago office operations in Redwood City, the new company
headquarters. The investor relations department has been scaled
back to divert resources to the sales effort. Market Pathways,
our previous financial public relations firm, will no longer
represent the company. The company expects to save up to $1.5
million annually with the stated changes.*

"I am dedicated to ensuring Healthtrac's future," said Mr.
Sharpless. "We are developing and implementing sound plans to
improve the health of the organization, aggressively grow our
sales division, increase revenue channels, develop new products,
and eliminate our burn rate.* I am confident in our vision,
direction and leadership, and believe this company can achieve
great success.* We thank our ongoing supporters for their
patience during this transition, and look forward to maximizing
shareholder value."*

Healthtrac's health assessment and improvement tools for
employers and health plans are designed to improve individual
health while reducing the cost of healthcare. Visit its Web site

                         *    *    *

Healthtrac Corporation operates a health promotion and disease
management business.  The Company provides its products and
services to health plans and self-insured employers.  Its
products include health risk assessment tools, participant
health status reports, tailored health education tools, general
health promotion information, individual programs for self-
management of individual health, disease management
interventions, the means of measuring and reporting results, and
need and demand reduction programs. The Healthtrac programs are
designed to postpone the onset of morbidity (e.g. disease and
disability) through healthy preventive practices, and to
encourage and support self-management of chronic disease.  

The auditors' report on the Company's annual consolidated
financial statements for the year ended February 28, 2002,
contains an explanatory paragraph that states that recurring
losses from operations raise substantial doubt about the
Company's ability to continue as a going concern.  

HINES HORTICULTURE: S&P Affirms Lower-B Credit & Debt Ratings
Standard & Poor's Ratings Services affirmed its single-'B'-plus
corporate credit and senior secured ratings as well as its
single-'B'-minus subordinated debt rating on Hines Horticulture
Inc. The ratings have been removed from CreditWatch, where they
were placed on February 2, 2002.

The outlook is positive.

"The rating actions follow the completion of the divestiture of
Sun Gro Horticulture Canada Ltd., and Sun Gro Horticulture Inc.,
to Sun Gro Horticulture Income Fund, a newly established
Canadian income fund. The proceeds from the transaction (about
$120 million) were used to repay borrowings under the bank
credit facilities, which has resulted in total debt to EBITDA
improving to 3.7 times for the trailing 12 months ended June 30,
2002, from 6.3x in the prior year," said Standard & Poor's
credit analyst Jayne M. Ross.

In addition, the firm is beginning to realize some of the
benefits of its four-phase operational and financial plan.

The ratings reflect Hines' leveraged financial profile, a high
level of customer concentration risk, and vulnerability to
unfavorable weather conditions. These factors are mitigated by
Hines' leading market position in the consolidating, but highly
fragmented, color and nursery product lines, some moderation of
Hines financial policies, and an experienced management team.

Hines, the largest North American supplier of a wide variety of
horticulture products, has two operating divisions: color and
nursery products. With the company achieving critical mass in
the color business through a series of acquisitions, Hines is
taking a more focused approach to managing the production,
distribution, and sale of its color and nursery product lines.
Still, weather conditions can dramatically change consumer-
purchasing patterns during the key spring selling season, which
can negatively affect earnings in this highly seasonal business.

INTEGRATED TELECOM: Files for Chapter 11 Protection in Delaware
Integrated Telecom Express, Inc. (ITeX) (Nasdaq: ITXI), reported
that the Company's Board of Directors has approved the filing of
a voluntary petition for relief under Chapter 11 of the federal
bankruptcy code in the United States Bankruptcy Court for the
District of Delaware. Under Chapter 11, the Company retains
control of its assets and is authorized to operate its business
as a debtor-in-possession while being subject to the
jurisdiction of the Bankruptcy Court. After careful
deliberation, the Board chose to pursue this strategy in order
to facilitate the Company's previously announced plan to shut
down operations, to maximize the amount of capital returned to
its stockholders and to expedite the distribution of cash to its
stockholders. The Company expects that the Company's stock will
be delisted from quotation on The Nasdaq Stock Market due to
this bankruptcy filing.  It is expected that the shares will be
eligible to be traded on the OTC Bulletin Board(R).

Additionally, the Company will ask the Delaware Bankruptcy Court
to immediately approve ITeX's asset sale to Real Communications,
Inc.  This asset sale had been previously disclosed in the
Company's preliminary proxy filing, dated July 1, 2002.

INTEGRATED TELECOM: Case Summary & 20 Largest Unsec. Creditors
Debtor: Integrated Telecom Express, Inc.
        400 Race Street
        San Jose, California 95126
        aka Integrated Technology Express, Inc.
        aka Delaware Integrated Telecom Express, Inc.

Bankruptcy Case No.: 02-12945

Type of Business: The Company provides integrated circuit and
                  software products to the broadband access
                  communications equipment industry.

Chapter 11 Petition Date: October 8, 2002

Court: District of Delaware (Delaware)

Debtor's Counsel: Laura Davis Jones, Esq.
                  Pachulski Stang Ziehl Young & Jones
                  919 N. Market Street
                  16th Floor
                  Wilmington, DE 19899-8705
                  Fax : 302-652-4400


                  Tobias S. Keller, Esq.
                  Pachulski, Stang, Ziehl, Young & Jones, PC
                  3 Embarcadero Center, Suite 1020  
                  San Francisco, California 94111
                  Tel: (415) 263-7000
                  Fax: (415) 263-7010

Total Assets: $115,969,000

Total Debts: $4,321,000

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Harbor Capital LLC         Capital Lease              $354,418
1364 Estate Lane East
Lake Forest, IL 60045
David Shaw

Delaware Secretary of      Corporate Tax Fee           $26,600

AON Risk Services, Inc.    Commercial & Worker's       $14,378
                            Comp Ins

Pension Specialists        Professional Fees            $7,880

PG&E                       Utilities                    $7,500

Aetna US Healthcare        Health Insurance Premiums    $4,804

Stacey M. Layzell          Professional Fees            $3,500

AT&T - Universal Biller    Utilities                    $3,030

Abarca Equity, Inc.        Professional Fees            $2,291

Equiserve LP               Professional Fees            $2,000

Cingular Wireless          Utilities                    $1,849

Pacific Law Group          Professional Fees            $1,829

Rigoberto Sanchez          Janitorial                   $1,300

Pitney Bowes Credit Corp.  Trade Debt                   $1,111

UMC Group (USA)            Royalty Fees                 $1,102

XO Communication           Utilities                    $1,000

Pacific Bell               Utilities                      $903

AT&T                       Utilities                      $741

Savvis Communications      Utilities                      $725

Integrated Technology      Royalty Fees                   $544

INT'L THUNDERBIRD: TSX Will Halt Trading Effective November 1  
The TSX held a hearing on October 3, 2002 to review the
eligibility for continued listing on the TSX of the common
shares of International Thunderbird Gaming Corporation
(TSX:INB). Following the hearing, the TSX announced that the
common shares of International Thunderbird Gaming Corporation
will be suspended from trading as of the market close on Friday,
November 1, 2002, for failure to meet the continued listing
requirements of TSX. The TSX advised the Company that its
decision was based on two factors: (1) the Company currently
fails to meet the market capitalization requirement of
$3,000,000 for its common shares; and (2) unsatisfactory
operating results and financial condition.

The Company is applying for a new listing with the Toronto
Venture Exchange. The TSX Venture Exchange is part of the TSX
Group, which also includes the Toronto Stock Exchange, TSX
Markets, and TSX Datalinx. Consequently, the Company will
voluntarily apply to the Venture Exchange in an effort to
continue to provide a trading forum for the Company's stock.
There is no certainty this application will be accepted.

In its September 25, 2002 News Release, the Company disclosed
that its working capital deficiency improved by 33% (a reduction
from approximately $6,500,000 to $4,200,000) as a result of the
MRG and Prime Receivable workouts. The Company's operations
continue to generate revenue but in order to improve working
capital, the Company will continue to negotiate workouts with
creditors to reduce and eliminate short term debt while pursuing
the collection of receivables.

International Thunderbird Gaming Corporation is an owner and
manager of international gaming facilities. Additional
information about the Company is available on its World Wide Web
site at  

IT GROUP: Will Return Only $6.6 Mill. of Overpaid Funds to Shaw
Marion M. Quirk, Esq., at Skadden, Arps, Slate, Meagher & Flom,
LLP, tells the Court that The IT Group, Inc., and its debtor-
affiliates are obligated to return the overpaid funds to The
Shaw Group, Inc. as these consist of the amount of consideration
paid by Shaw that exceeds the approved retention plan payments.

But first, the Debtors want to clarify that the Overpaid Funds
should consist of the $6,761,895 retention plan payments set
forth in Section 2.05(c)(ii) of the Asset Purchase Agreement
minus the amount of the Approved Retention Plan Payments, which
are no more than $100,000.  Mr. Quirk points out that Shaw has
defined the Overpaid Funds as:

      "the $10,000,000 of estimated payments made pursuant to
      the Closing Agreement, less the sum of the Approved
      Retention Plan Payments and the actual amount of
      vacation payments required under Section 2.05(c)(iii)
      of the Agreement."

If the Court follows Shaw's approach to determine the amount of
Overpaid Funds, Mr. Quirk argues that Shaw's equation should be
corrected to include the $377,269 amount of the forfeitures paid
to the Debtors as part of the calculation of vacation payments
under Section 2.05(c)(iii) of the Asset Purchase Agreement.
Accordingly, the amount of Overpaid Funds is $6,661,895.

"Part of the calculation of vacation payments that Shaw owed
under Section 2.05(c)(iii) of the Asset Purchase Agreement
incorporates the vacation pay forfeitures of the employees who
left voluntarily prior to the Closing," Mr. Quirk says.

After the Closing, the Debtors and Shaw reconciled the amounts
Shaw owed under Sections 2.05(c)(ii) and (iii) of the Asset
Purchase Agreement and on June 18, 2002, Shaw paid an additional
$893,573 in consideration. (IT Group Bankruptcy News, Issue No.
18; Bankruptcy Creditors' Service, Inc., 609/392-0900)  

LANDSTAR: Inks Pact with SWACO for Columbus Ohio Facility Lease
LandStar Inc., (OTC Bulletin Board: LDSR) -- reports the signing of a  
memorandum of understanding with the Solid Waste Authority of
Central Ohio (SWACO) for the Lease of Property and the purchase
of buildings and equipment consisting of the retired Waste to
Energy Facility located at 2500 Jackson Pike Road, Columbus

The plant has been vacant since late 1994, when it was closed
due to financial and environmental concerns.  The Company will
not reactivate the Waste to Energy equipment and if feasible
intend to dismantle the smoke stacks. The Company will pay SWACO
$6-million and will also pay $5 per ton on tires delivered to
the facility. The Company is dedicated to the development of a
new rubber recycling industry based on unique devulcanization
technology held under exclusive North American license by the
Company.  This facility will be the first major processing
facility for production of devulcanized rubber but will
initially focus on increasing the Company's capacity to produce
fine powder vulcanized rubber.

The Company has developed an array of new materials using
devulcanized rubber, each with multi-billion dollar markets.  In
order to enter these large markets the Company is establishing a
base of regionally placed facilities for the production of crumb
rubber from post-consumer (primarily tires) and post- industrial
(factory scrap) waste vulcanized rubber.  Crumb rubber is the
feedstock material for producing devulcanized rubber, but crumb
rubber also has many large, although lower priced, markets
without devulcanization.  The current major crumb rubber markets
are; 1) Asphalt Rubber, 2) Molded Goods, 3) Sports Surface, and
4) Tire Manufacture (a compatible extender, not virgin polymer

The rubber recycling industry has been dysfunctional, populated
by small operators, typically producing one type of product,
lacking effective processing equipment, often lacking
sophisticated management and marketing, and lacking adequate
financial return on investment.  The Company acquired control of
PolyTek Rubber & Recycling, Inc., the largest crumb rubber
producer in the world, in early 2001 and has spent twenty months
restructuring the business.  The Company has recently completed
a financial restructuring and is positioned to accelerate the
current operations of this subsidiary into significant
profitability in early 2003.  However, significant demand for
vulcanized crumb rubber exists that the Company does not have
the capacity to service.  In addition, new demand resulting from
the devulcanization operations will rapidly surpass production
capacity for crumb rubber feedstock.

Based on extensive research and experience, the Company has
developed a model for a new generation of "Rubber Recovery
Refineries" designed to accept a wide variety of post-consumer
and post-industrial waste rubber.  Each facility will process
whole tires, tire buffings, all components of factory scrap
including partially cured waste, waste fiber and steel.  This
capability will allow rubber product manufacturers to outsource
their waste and scrap operations and reduce or eliminate the
costly and environmentally unfriendly flow of waste rubber to

Each "Rubber Recovery Refinery" will be designed to segment the
recovered rubber by type and value of polymer composition and
produce an array of particulate rubber products to consistent
specifications.  In addition, the Company intends to address the
industry problem of product standardization and adherence to
ASTM particulate classification.  All facilities will be
designed to be ISO and SIGMA certified.

Each facility will be designed and sized to accommodate the
quantity and type of waste rubber arising within an economic
transportation constraint and will vary the finished materials
mix to reflect the geographic market opportunities.  The waste
availability and market array will justify a significant
facility in almost every major population center. For maximum
efficiency, plants will have capacity to produce a minimum of
200 million pounds of finished product.

The Company has selected several regions that have particularly
strong market demand for crumb rubber products and significant
market opportunities for devulcanized materials as the Company
introduces those products.  The intent is to install facilities
that are economically viable based on existing customers and
product lines of vulcanized recovered rubber.  As applications
and markets evolve for devulcanized materials the plants will be
expanded to further process recovered rubber through the
devulcanization systems.  In this manner, investment risk will
be minimized and the Company will be positioned to shift
production to the higher margin devulcanized material markets as
the demand emerges, enhancing the return on the original

The Company has assembled an experienced entrepreneurial
management team with in depth experience in general management,
finance, legal, information technology, operations, engineering,
process automation, marketing, rubber chemistry, polymer
research, product development and manufacturing/processing.

The Columbus facility is intended to be the flagship of the new
regional "Rubber Recycling Refinery" facilities.  The Company
will relocate its Dayton Pilot Plant and research facility to
Columbus.  The Company expects to initially employ 50 but as the
facility is fully developed expects to have a Columbus workforce
of 200.  The Company is targeting production to commence in the
second quarter of 2003.  The Company expects to eventually
process 10 million tires a year in Columbus with nearly 100%
materials recovery and no outside storage.

In conjunction with the focus of the Company on the provision of
a broad spectrum rubber recycling service the Company has
changed the name of the Company to Landstar Rubber, Inc., and
has changed its Web address to  

To find out more about Landstar Rubber, Inc. (OTC: LDSR), visit
its Web site at

In its June 30, 2002 balance sheets, Landstar Inc., recorded a
working capital deficit of about $16 million, and a total
shareholders' equity deficit of about $6 million.

LODGIAN INC: Court Fixes October 28, 2002 Admin. Claim Bar Date
Judge Lifland sets October 28, 2002 at 4:00 p.m. (Pacific Time)
as the Bar Date for Administrative Expense Claims against
Lodgian, Inc., and its debtor-affiliates.

By such date those parties who hold Administrative Expense
Claims must file requests for payment of these expenses
in these Chapter 11 cases or be forever barred from asserting
these claims.  The Administrative Expense Bar Date will apply to
all postpetition claims which arose during the period on and
after the Petition Date and through and including the
Administrative Expense Bar Date, including any claims relating
to services provided by, the Debtors during this period.  

Pursuant to the Disclosure Statement Approval Order, any person
or entity asserting an Administrative Expense Claim against the
Debtors that arose during the period on and after the Petition
Date and through and including the Administrative Expense Bar
Date must file, on or before the Administrative Expense Bar
Date, an Administrative Expense Claim so as to be actually
received at the appropriate destination not later than 4:00 p.m.
Pacific Time on or before the Administrative Expense Bar Date,
by mailing the original to Poorman-Douglas, the Debtors' Vote
Tabulation Agent, at:

      -- Lodgian, Inc., et al.
         c/o Poorman-Douglas Corporation
         P.O. Box 4230, Portland, Oregon 97208-4230

         with a copy to:

      -- Cadwalader, Wickersham & Taft,
         100 Maiden Lane, New York, New York 10038
         (Attn: Adam C. Rogoff, Esq.) and

      -- Debevoise & Plimpton,
         919 Third Avenue, New York, New York 10022
         (Attn: George E.B. Maguire, Esq.).

An Administrative Expense Claim will be deemed timely filed only
when actually received on or before the Administrative Expense
Bar Date.

These persons or entities are not required to file an
Administrative Expense Claim by the Administrative Expense Bar

-- any person or entity which has already filed an
   Administrative Expense Claim against the Debtors;

-- holders of Administrative Expense Claims previously allowed
   by order(s) of this Court;

-- any professionals retained in these Chapter 11 cases by the
   Debtors or the Committee, for professional fees and
   reimbursement of expenses, and any of the current officers
   and directors of each of the Debtors;

-- holders of administrative expense claims which arise and are
   due and payable solely in the ordinary course of the Debtors'
   business operations; provide however, that any holder of an
   "ordinary course" administrative expense claim which remains
   outstanding and unpaid by the Debtors beyond ordinary
   business terms or prior course of business dealings with the
   Debtors must file an Administrative Expense Claim on or
   before the Administrative Expense Bar Date; and

-- any claims by one Debtor against another Debtor.

Except for those creditors holding Administrative Expense
Claims, the claims of all other creditors of the Debtors will be
subject to the Original Bar Date.  In this regard, any failure
of a creditor to file a timely proof of claim pursuant to the
Original Bar Date does not entitle the creditor to file a claim
pursuant to the Administrative Expense Bar Date set forth in the
Disclosure Statement Approval Order. (Lodgian Bankruptcy News,
Issue No. 17; Bankruptcy Creditors' Service, Inc., 609/392-0900)  

LOGISTICS MANAGEMENT: Settles Suit with GECC & Explores Options
Logistics Management Resources, Inc., (LMRI)(OTC BB:LMRI) has
settled its lawsuit with General Electric Corporation, Inc.,
Case No. 3:01CV-573-R.

In October, 2001, G.E. Capital Corporation commenced an action
in the United States District Court for the Western District of
Kentucky, Louisville Division, Index No. 3:01CV-573-R, styled
General Electric Capital Corp. v. Logistics Managements
Resources, Inc., et. al., seeking to recover sums in excess of
$22 million in connection with a dispute over certain loan
obligations guaranteed by the company. By agreement dated
September 27, 2002, this lawsuit was settled with mutual general
releases between GECC and each of the defendants, including the
company, in consideration for a payment in the sum of $875,000
which was tendered to GECC on Sept. 27, 2002. The complaint
against the company and the other defendants will be voluntarily
dismissed with prejudice in accordance with the terms of the
parties' agreement.

Commenting on the settlement, Dan L. Pixler, President and CEO
of Logistics Management Resources, Inc. stated that "We feel
this settlement is a major accomplishment for the company in
that it removes the largest obstacle to the company's
rehabilitation. The company has been restructuring since putting
its operating subsidiaries in bankruptcy in November of 2000.
The company currently has approximately 43 million shares
outstanding. The stock is widely held and traded and when
combined with cumulative losses in excess of fifty million
dollars, a substantial portion of which is available as a tax
loss carry forward, make it an ideal candidate to merge with or
acquire a profitable business. Pixler further stated "With this
settlement, we now can assess all of the alternatives available,
and proceed with shareholder value in mind."

LUCENT TECHNOLOGIES: Will Hold Q4 Conference Call on October 23
Lucent Technologies (NYSE: LU) invited investors and others to
listen to its quarterly earnings conference call to be broadcast
live over the Internet on Wednesday, Oct. 23, 2002, at 8:30 a.m.

    What:   Lucent Technologies Fourth Fiscal Quarter 2002
            Earnings Announcement

    When:   Wednesday, Oct. 23, 2002, 8:30 a.m. EDT


    How:    Simply log on to the Web at the address above, then
            click on the "audio" button

The call will be available for replay on Lucent's Web site
through Oct. 30, 2002, at

Lucent Technologies, headquartered in Murray Hill, N.J., USA,
designs and delivers networks for the world's largest
communications service providers. Backed by Bell Labs research
and development, Lucent relies on its strengths in mobility,
optical, data and voice networking technologies as well as
software and services to develop next-generation networks.  The
company's systems, services and software are designed to help
customers quickly deploy and better manage their networks and
create new, revenue-generating services that help businesses and
consumers.  For more information on Lucent Technologies, visit
its Web site at

                         *    *    *

As reported in Troubled Company Reporter's Sept. 17, 2002
edition, Fitch Ratings downgraded Lucent Technologies Inc.'s
senior unsecured debt to 'B-' from 'B+', the senior secured
credit facility to 'B' from 'BB-', and convertible preferred
stock and trust preferred to 'CCC-' from 'CCC+'. The Rating
Outlook remains Negative.

The ratings reflect Lucent's weaker credit protection measures,
limited financial flexibility, continuing significant execution
risk surrounding Lucent's expanding restructuring programs, and
a continued difficult environment for Lucent's end markets,
which are expected to decline in excess of 40% in 2002 and
remain pressured thereafter, potentially delaying Lucent's
expected return to profitability by the end of 2003. Lucent
continues to experience operating losses, requiring financing
for its operating deficit and cash requirements for the
restructuring programs. Given this limited financial
flexibility, it is critical for Lucent to continue to be
aggressive in reducing costs while realizing the cost savings
from the previous restructuring programs and executing the
planned financing transactions, in order to return to

Lucent Technologies' 7.70% bonds due 2010 (LU10USR1) are trading
at 32 cents-on-the-dollar, DebtTraders reports. See  
real-time bond pricing.

MALDEN MILLS: Seeking Court Approval of Disclosure Statement
Malden Mills Industries, Inc., and its affiliated debtors want
the U.S. Bankruptcy Court for the District of Massachusetts to
put its stamp of approval on a Disclosure Statement filed in
supports of the Joint Plan of Reorganization the Company hopes
to prosecute to confirmation.

The Debtors report that the Plan provides that all of the
Debtors' creditors will receive payment in full of their claims.
The Debtors expect to emerge from these proceedings as viable
entities.  The Debtors will seek support of all of their
creditors in order to confirm the Plan consensually.

The Debtors maintain that the Disclosure Statement contains
adequate information for the creditors to make an informed
determination whether to accept or reject the Plan.

The Debtors tell that Court that among other things, as required
by 11 U.S.C. Sec. 1125, the Disclosure Statement contains:

  a) the terms of the Plan;

  b) certain events preceding the Debtors' Chapter 11 cases;

  c) the operation of the Malden Mills' business during the
     course of the Debtors' Chapter 11 cases;

  d) the Debtors' pre and postpetition assets and liabilities;

  e) the prospects of the Reorganized Debtors following the
     Debtors' emergence from Chapter 11, including the business,
     properties and business strategies of the Reorganized
     Debtors and pro forma financial information for the
     Reorganized Debtors;

  f) descriptions of the Reorganized Debtors' management and
     board of directors;

  g) estimates of the claims asserted or to be asserted against
     the Debtors' estates and the value of distributions to be
     received by holders of such claims;

  h) the risk factors affecting the Plan;

  i) the method and timing of distributions under the Plan;

  j) a liquidation analysis identifying the estimated return
     that creditors would receive if the Debtors' bankruptcy
     cases were cases under Chapter 7 of the Bankruptcy Code;

  k) the federal tax consequences of the Plan; and

  l) appropriate disclaimers regarding the Court's approval of
     information only as contained in the Disclosure Statement.

Accordingly, the Debtors believe that the Disclosure Statement
contains adequate information within the meaning of Section 1125
of the Bankruptcy Code.

Malden Mills Industries, Inc., a worldwide producer of high-
quality branded fabric for apparel, footwear and home
furnishings, filed for chapter 11 protection on November 29,
2001. Richard E. Mikels, Esq., and John T. Morrier, Esq., at
Mintz, Levin, Cohn, Ferris represent the Debtors in their
restructuring efforts.

MASSEY ENERGY: Talking with Potential Lenders for New Facility
Massey Energy Company (NYSE: MEE) is in discussion with
potential lenders to replace its existing $400 million credit
facility.  It is currently expected that the new credit facility
will provide up to $525 million in debt capacity, consisting of
a $275 million 4-year term facility and a $250 million revolver.

"As of September 30, 2002, our total bank and bondholder debt
stood at $575 million, a reduction of $55 million in the
quarter," said Don L. Blankenship, Massey's Chairman and CEO.  
"At current shipment and cost levels, we expect to continue to
reduce our debt during the fourth quarter.  Although we are
comfortable with our current liquidity level of $125 million, we
hope to achieve even greater financial flexibility by putting in
place the new debt facility and through further debt reduction."

"We are naturally disappointed in Moody's recent decision to
downgrade our senior notes," said Blankenship.  "However, we do
not believe the Moody's downgrade of the senior notes will limit
our ability to complete our new bank facility."

Massey Energy Company, headquartered in Richmond, Virginia, is
the fifth largest coal producer by revenue in the United States.

As previously reported, Massey Energy has a working capital
deficiency of about $85 million as of June 30, 2002.

MED-EMERG INT'L: Reprices Redeemable Share Purchase Warrants
Med-Emerg International Inc., (OTC BB: MDER-MDERW) repriced its
redeemable common stock purchase warrants. The terms of the
Warrants are amended to permit the warrant holder to purchase a
common share of MEII for $ 0.50 at any time up to February 9,
2003, the original life of the Warrants. Previously the warrants
were exercisable at $ 4.50.  

A registration statement including the shares issuable upon the
exercise of the Warrants has been declared effective by the
Securities and Exchange Commission. Notification has been sent
to the appropriate regulatory authorities and warrant holders.

                       *   *   *

As previously reported, Med-Emerg International Inc., (OTC BB:
MDER-MDERW) (OTC Bulletin Board:MDER) (OTC Bulletin Board:
MDERW) has completed a financing arrangement with Morrison
Financial Services Limited.

Morrison Financial Services Limited paid the HSBC Bank of Canada
C$750,000 which was the balance owing under a forbearance
agreement. Med-Emerg International Inc. has no further loan
obligations to the HSBC Bank of Canada.

The completion of the current financial transactions has the
effect of reducing the company's total debt by C$365,000 since
the obligation to the HSBC Bank of Canada was eliminated at a
discounted value.

MOBILE TOOL: Secures Approval to Hire Delaware Claims Agency
Mobile Tool International, Inc., and its debtor-affiliates
sought and obtained approval from the U.S. Bankruptcy Court for
the District of Delaware to hire Delaware Claims Agency, LLC as
claims, noticing and balloting agent.

DCA is expected to:

  a) relieve the Clerk's Office of all noticing any applicable
     rule of bankruptcy procedure;

  b) file with the Clerk's Office a certificate of service,
     within 10 days after each service, which includes a copy of
     the notice, a list of persons to whom it was mailed, and
     the date mailed;

  c) maintain an up-to-date mailing list of all entities that
     have requested service of pleadings in these cases and a
     master service list of creditors and other parties in
     interest, which list shall be available upon request of the
     Clerk's Office;

  d) comply with applicable state, municipal and local laws and
     rules, orders, regulations and requirements of Federal
     Government Department and Bureaus;

  e) relieve the Clerk's Office of all noticing under any
     applicable rule of the bankruptcy procedure relating to the
     institution of a claims bar date and the processing of

  f) at any time, upon request, satisfy the Court that it has
     the capability to efficiently and effectively notice,
     docket and maintain proofs of claim;

  g) furnish a notice of bar date approved by the Court for the
     filing of a proof of claim - including the coordination of
     publication if necessary - and a form for filing a proof of
     claim to each creditor notified of the filing;

  h) maintain all proofs of claim filed;

  i) maintain an official claims register by docketing all
     proofs of claim in a register containing certain

  j) maintain the original proofs of claim in correct claim
     number order, in an environmentally secure area, and
     protecting the integrity of these original documents from
     theft or alteration;

  k) transmit to the Clerk's Office an official copy of the
     claims register on a monthly basis, unless requested in
     writing by the Clerk's Office on a more or less frequent

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

  m) be open to the public for examination of the original
     proofs of claim without charge during regular business

  n) record all transfers of claims and provide notice of the
     transfer as required by Bankruptcy Rule 3001(e);

  o) record court orders concerning claims resolution;

  p) make all original documents available to the Clerk's Office
     on an expedited, immediate basis;

  q) promptly comply with such further conditions and
     requirement as the Clerk's Office may prescribe; and

  r) provide balloting services in connection with the
     solicitation process for any chapter 11 plan to which a
     disclosure statement has been approved by the Court.

DCA will bill the Debtors at these hourly rates:

          Senior Consultants              $130 per hour
          Technical Consultants           $115 per hour
          Associate Consultants           $100 per hour
          Processors and Coordinators     $ 50 per hour

and look for reimbursements of all necessary expenses.

Mobile Tool International, Inc., is an employee owned
manufacturer and distributor of equipment, including aerial
lifts, digger derricks and pressurization and monitoring
systems, for the telecommunications, CATV, electric utility and
construction industries. The Company filed for chapter 11
protection on September 30, 2002. Steven M. Yoder, Esq.,
Christopher A. Ward, Esq., at The Bayard Firm and Brent R.
Cohen, Esq., at Rothgerber Johnson & Lyons LLP represent the
Debtors in their restructuring efforts. When the Debtors filed
for protection from its creditors, it listed $65,250,000 in
total assets and $46,580,000 in total debts.

NATIONAL STEEL: Exploring Asset Sale with Strategic Buyers
During the past month, National Steel Corporation (OTC Bulletin
Board: NSTLB) continued to make progress on its plans for
emergence from Chapter 11, exploring potential opportunities
with strategic buyers while continuing to work with its
creditors on a stand-alone plan.  Mineo Shimura, the newly
elected chairman and chief executive officer commented about the
progress by stating, "The Company continues to make progress
towards resolving its Chapter 11 proceedings as soon as
possible.  I am committed to working diligently and creatively
to meet the best interests of all of the stakeholders of the

National Steel announced August 2002 financial results for those
entities that filed Chapter 11 that were also reported in a Form
8-K filed by the Company on September 25, 2002.  For the month
of August, the Company reported a net loss of $0.2 million, an
improvement of $3.8 million compared to July 2002, on revenues
of $233.8 million.  Operating income, which amounted to $2.8
million for the month, included a gain of $3.2 million from the
sale of undeveloped real estate owned by the Company in Texas
and approximately $8.0 million in expense for an annual outage
at the Company's pellet operations in Hibbing, MN.  For the
fourth consecutive month the Company generated positive EBITDA,
excluding the gain on the asset sale, with August amounting to
$12.9 million.  Total available liquidity, which includes cash
balances plus available borrowing capacity, was $226 million at
the end of August 2002 as the Company continues to see its
liquidity improve.

"We are pleased with our August results.  The Company continues
to make steady improvements since the filing of Chapter 11 in
early March 2002.  I am committed to doing everything necessary
to continue this progress, with a focus on cost reduction,
efficiency improvements and maintaining our outstanding customer
service standards," stated Mr. Shimura.

Headquartered in Mishawaka, Indiana, National Steel Corporation
is one of the nation's largest producers of carbon flat-rolled
steel products, with annual shipments of approximately six
million tons.  National Steel employs approximately 8,200
employees.  Please visit the Company's Web site at
http://www.nationalsteel.comfor more information on the Company  
and its products and facilities.

National Steel Corp.'s 9.875% bonds due 2009 (NSTL09USR1) are
trading at 38 cents-on-the-dollar, DebtTraders reports. See
for real-time bond pricing.

NCS HEALTHCARE: Omnicare Delivers Executed Merger Agreement
Omnicare, Inc. (NYSE: OCR), a leading provider of pharmaceutical
care for the elderly, sent the following letter to the Board of
Directors of NCS HealthCare, Inc. (OTC Bulletin Board: NCSS.OB).  
The full text of the letter follows:

                         October 6, 2002

Board of Directors
NCS HealthCare, Inc.
3201 Enterprise Parkway
Suite 220
Beachwood, Ohio 44122


I have attached a copy of the Agreement and Plan of Merger
between Omnicare, Inc., and NCS HealthCare, Inc., which has been
executed by Omnicare.  By executing the NCS/Omnicare Merger
Agreement, Omnicare has irrevocably committed itself to a
transaction with NCS.

As you are aware, the NCS/Omnicare Merger Agreement is
substantially identical to the Agreement and Plan of Merger
between NCS and Genesis, dated as of July 28, 2002.  However,
there are some differences between our agreement and the
NCS/Genesis Merger Agreement that I would like to point out.

     * Omnicare has committed to paying each NCS stockholder
$3.50 per share in cash, which represents more than twice the
value of the proposed NCS/Genesis transaction.

     * The NCS/Omnicare Merger Agreement contemplates a "two-
step" transaction (that is, a tender offer followed by a
merger), which has the benefit of providing NCS stockholders
with $3.50 more quickly than in a one-step transaction (like the
transaction proposed by Genesis).  In fact, NCS stockholders may
get paid as soon as 10 business days after our tender offer is
amended to reflect the execution of the NCS/Omnicare Merger
Agreement by both NCS and Omnicare.

     * Unlike the NCS/Genesis Merger Agreement, our agreement
does not include a "break-up" fee and other provisions intended
to preclude a superior proposal and gives the NCS Board a
"fiduciary-out," which enables the NCS Board to terminate the
NCS/Omnicare Merger Agreement in the face of a superior offer.

     * Omnicare has committed in the NCS/Omnicare Merger
Agreement to treating NCS bondholders and other creditors at
least as favorably as they would be treated in the proposed
NCS/Genesis transaction.

     * Omnicare has irrevocably committed to a transaction with
NCS on the basis of the information that we already have and
without the need for any additional information.

NCS can accept the NCS/Omnicare Merger Agreement by signing and
returning a copy of the agreement to me by facsimile (859-392-
3360) on or before the earliest of (i) the "Effective Time" of
the merger of Genesis and NCS (as defined in Section 1.3 of the
NCS/Genesis Merger Agreement), (ii) two (2) calendar days after
the date on which (A) the NCS/Genesis Merger Agreement is
declared illegal, invalid, void or otherwise unenforceable or is
otherwise terminated by either NCS or Genesis in accordance with
its terms or (B) NCS stockholders fail to adopt the NCS/Genesis
Merger Agreement and approve the transactions contemplated by
the NCS/Genesis Merger Agreement at a meeting called for such
purpose, (iii) any amendment or waiver of any of the provisions
of the NCS/Genesis Merger Agreement and (iv) January 31, 2003
(that is, the "Outside Date" as defined in the NCS/Genesis
Merger Agreement).  In addition, in order to accept the
NCS/Omnicare Merger Agreement, each of the NCS/Genesis Merger
Agreement and the voting agreements among NCS, Genesis and each
of Messers.  Outcalt and Shaw shall have been terminated in
accordance with their respective terms or otherwise on terms
satisfactory to Omnicare, as stated in the NCS/Omnicare Merger
Agreement.  If not accepted during the time period and in the
manner set forth in the preceding two sentences, the
NCS/Omnicare Merger Agreement will expire at the option of
Omnicare and Omnicare will no longer be bound by the terms of
such agreement.


                            /s/ Joel F. Gemunder

                         Joel F. Gemunder
                         President and Chief Executive Officer

                              *   *   *

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

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

NORTEL NETWORKS: Agrees to Sell Certain Assets to Bookham Tech.
Nortel Networks Corporation (NYSE:NT) (TSX:NT) announced an
agreement whereby it will sell certain assets relating to its
optical components business to Bookham Technology plc (LSE:BHM)
(Nasdaq:BKHM) for 61 million common shares of Bookham Technology
plc, nine million warrants with a strike price of one-third
pence (the value of the common shares and warrants is based on
an October 4, 2002 closing price of US$0.69 cents per share) and
debt of US$50 million. Bookham Technology will also pay Nortel
Networks a US$10 million cash reimbursement for certain
restructuring expenses incurred in connection with this

"This transaction is an important step in our path to
profitability and our strategy to focus on the delivery of high
performance, cost-effective optical network solutions for our
customers," said Brian McFadden, president, Optical Networks,
Nortel Networks. "This strategic relationship with Bookham
Technology will enable Nortel Networks to maintain its supply of
best in class optical components from a world-class supplier. We
are excited about this relationship and our ability to jointly
collaborate on next generation components, and we expect that it
will drive innovation and customer-responsive solutions for both

Under the terms of the agreement, Nortel Networks will sell the
transmitter and receiver business located in Paignton, U.K.,
Ottawa, Canada, and Harlow, U.K., and the pump laser and
amplifiers business located in Paignton, U.K., Zurich,
Switzerland, and Poughkeepsie, New York. The assets include
patents, other intellectual property and trademarks. The
transaction also includes a 3-year supply agreement for minimum
purchases of approximately $120 million for the first 18 months.
Approximately 1,000 employees will have the opportunity to
continue their employment with Bookham Technology after
redundancies are addressed and existing customer contracts will
be assumed by Bookham Technology. The transaction is expected to
close in the fourth quarter of 2002. As a condition of the sale
in Europe, all necessary employee consultation requirements must
also be satisfied. The completion of the transaction is also
subject to customary regulatory approvals and a vote by the
shareholders of Bookham Technology.

Credit Suisse First Boston acted as financial advisor to Nortel
Networks for this transaction.

Bookham Technology, headquartered in Abingdon, Oxfordshire,
United Kingdom, designs, manufactures and markets integrated
multi-functional action and passive optical components using
high volume production methods. Using patented silicon-based
ASOC, Gallium Arsenide and Indium Phosphide technologies, the
company provides end-to-end networking solutions that offer
higher performance and greater systems capability to
communications network system providers.

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 says that Nortel Networks Corp.'s 6% bonds due 2003
(NT03CAR1) are trading at 66 cents-on-the-dollar. See  
real-time bond pricing.

NORTHWEST AIRLINES: Revenue Passenger Miles Top 5.7BB in Sept.
Northwest Airlines (Nasdaq: NWAC) announced a system-wide
September load factor of 74.7 percent, 10.9 points above
September 2001.  System-wide Northwest flew 5.72 billion revenue
passenger miles and 7.66 billion available seat miles (ASMs) in
September 2002, resulting in a traffic increase of 27 percent on
an 8.3 percent increase in capacity versus September 2001.

Year-over-year comparisons were impacted by the events of
September 11, 2001, which resulted in a significant decline in
demand for air travel and Northwest's subsequent reduction in
capacity.  Compared to September 2000, Northwest's September
system-wide traffic decreased 12% on a 9.9% decrease in
capacity, or a 1.8 point load factor decline versus September

Northwest Airlines is the world's fourth largest airline with
hubs at Detroit, Minneapolis/St. Paul, Memphis, Tokyo and
Amsterdam and more than 1,700 daily departures.  With its travel
partners, Northwest serves nearly 750 cities in almost 120
countries on six continents.

                         *    *    *

As reported in Troubled Company Reporter's March 22, 2002,
edition, Fitch Ratings assigned a rating of 'B+' to the $300
million in senior unsecured notes issued by Northwest Airlines
Corp. The privately placed notes carry a coupon rate of 9.875%
and mature in March 2007. The Rating Outlook for Northwest is

The 'B+' rating reflects the signs of stabilization in
Northwest's cash flow position.

Northwest continues to face a high degree of financial risk as
it seeks to recover from the post-September 11 demand shock.
Adjusted leverage, reflecting both on-balance sheet debt and
off-balance sheet aircraft and facilities lease obligations,
remains extremely high. After drawing down its bank credit
facility following September 11 and completing financing for a
large number of new aircraft deliveries, Northwest's fixed
financing charges will remain high in 2002-2003.

PICCADILLY CAFETERIAS: Begins Trading on American Stock Exchange
Piccadilly Cafeterias, Inc., (NYSE:PIC) announced that the
Listing Qualifications Panel of the American Stock Exchange has
approved the Company's common shares for listing on the

The Panel authorized the Listing pursuant to Section 1203(C) of
the American Stock Exchange Company Guide, notwithstanding the
fact that the Company did not fully satisfy all of the regular
initial listing standards, specifically, a minimum $3 per share
stock price or minimum $50 million total market capitalization.
The Panel's authorization is subject to the Company's compliance
with the minimum $2 per share price Alternative Listing Standard
and all other applicable initial listing standards set forth in
Part 1 of the American Stock Exchange Company Guide at the time
the Company's common shares begin trading on the Exchange. The
Company expects that its common shares will begin trading on the
Exchange on Wednesday October 9, 2002, under the symbol "PIC."

The Panel's decision was based upon its determination that the
Company satisfies the Alternative Listing Standards. In a letter
to the Company, the Exchange stated that the Panel authorized
the Listing because "the Company satisfies both of the
Alternative Listing Standards set forth in Section 1203c of the
Amex Company Guide." The Exchange further stated, "The Panel
affirmatively determined that there are mitigating factors that
warrant listing pursuant to the Alternative Listing Standards."
Specifically the Panel noted the Company's long operating
history and recognized brand name, as well as its strong
financials and balance sheet. The Panel was also impressed with
the results of the Company's recent restructuring. Finally, the
Panel felt that the price shortfall is relatively insignificant,
particularly in view of the market impact of recent events, and
that the market value of its public float indicates that there
is sufficient liquidity in the common stock to warrant listing.
In addition, the Panel noted that the Company exceeds all other
applicable initial listing standards."

Piccadilly is a leader in the family-dining segment of the
restaurant industry and operates over 200 cafeterias in the
Southeastern and Mid-Atlantic states. For more information about
the Company visit the Company's Web site at  

At July 2, 2002, Piccadilly's balance sheets show that its total
current liabilities exceeded its total current assets by about
$20 million.

PIONEER NATURAL: Fitch Revises Outlook on BB Ratings to Positive
Fitch Ratings has revised Pioneer Natural Resources' Rating
Outlook to Positive from Stable. The revision follows Pioneer's
successful first production of its Aconcagua and Kings Peak gas
fields through the Canyon Express gas gathering system in the
Gulf of Mexico. Currently, Fitch rates Pioneer's senior notes
'BB'. The revision affects approximately $1.4 billion in rated

The Canyon Express project is the first of four projects which
are expected to startup for Pioneer within the next twelve
months and should substantially increase the company's
production volumes. The Canyon Express project is expected to
ramp up as additional wells are brought on in Pioneer's
Aconcagua, Kings Peak, and Camden Hills gas fields. Currently,
one well at each Aconcagua and Kings Peak is producing. Peak
production of 115 Mcf/d is expected in one to two months when
all wells from the three fields are online. Once this is
achieved, Pioneer's daily production rate will be approximately
17% higher than its second quarter 2002 rate of approximately
110,000 barrels of oil equivalent per day.

Pioneer's other three projects are the Sable oil field being
developed offshore South Africa (expected first production in Q1
of '03), the Falcon gas field in the GOM (expected to commence
production in Q2 of '03), and the Devil's Tower oil field in the
GOM (also expected to commence production in Q2 of '03). When
production from all four projects are online, Pioneer expects
its 2003 production will increase 45%-60% over expected 2002
levels of approximately 114,000 barrels of oil equivalent per

As a result, credit metrics are expected to improve
significantly as each of the projects move toward full
production. For 2003, Fitch anticipates that coverages, as
measured by EBITDAX/interest, should be greater than 5.0 times
and debt/EBITDAX should below 2.5x. Hedges have been placed on
about half of Pioneer's 2003 production which should mitigate
any downside risk if oil and gas prices drop below 'mid-cycle'
type levels. Additionally, about 40% of Pioneer's 2004 projected
volumes have been hedged at attractive prices.

An upgrade will depend on continued successful rampup of the
Canyon Express project as well as timely development of the
other three projects. Going beyond 2004, Pioneer has growth
prospects which include discoveries in the deepwater GOM, Gabon
and Tunisia as well as prospects in North America and Africa.
Any potential growth from these discoveries and prospects would
add to Pioneer's relatively stable and long-lived resource base
in the onshore US as well as the projects presently being
developed in the GOM and South Africa.

Pioneer is a large independent oil and gas exploration and
production company with operations in the United States, Canada,
Argentina, South Africa, Gabon, and Tunisia. Proved reserves at
year-end 2001 were 671 million barrels of oil equivalent.

PRESIDENTIAL LIFE: AM Best Cuts Financial Strength Rating to B++
A.M. Best Co., has downgraded the financial strength rating to
B++ (Very Good) from A- (Excellent) of Presidential Life
Insurance Company (Nyack, NY) (NASDAQ: PLFE).

In addition, the company's senior debt rating was downgraded to
"bb+" from "bbb-". The rating outlook remains stable.

These rating actions reflect Presidential's weakened
capitalization from both a statutory and GAAP basis, increase in
operating leverage, decline in profitability and recent rapid
growth in fixed annuity premium production. A.M. Best also
recognizes the risk associated with Presidential's concentrated
market profile, which is primarily focused in fixed annuity

Both risk-adjusted and statutory capitalization at the life
company has been weakened by continuing losses from investments
and the strain of new business writings. Following a decline in
statutory total capital in 2001 (after a drop in 2000), surplus
levels continued to erode through the second quarter of 2002.
Presidential's parent company, Presidential Life Corporation,
contributed its $11.3 million interest in an inactive life
insurance subsidiary (Central National Life), which somewhat
offset the decline in surplus caused by realized losses recorded
during the second quarter but provided little additional
liquidity. A.M. Best believes the current market environment
will make it difficult for Presidential to rebuild its capital
position to more robust levels, given its rapid business growth
rate and risk in the composition of its investment portfolio.

The investment portfolio, which includes a large exposure to
volatile asset-backed and structured securities, less than
investment grade bonds and illiquid investments in private
placements and limited partnerships, is viewed with concern by
A.M. Best given the company's declining trend in absolute and
risk-adjusted capital over the last several years. Moreover, if
called upon, it is obligated to contribute up to $105 million to
certain limited partnerships, which--should this happen--will
further impact the liquidity of the firm. Current market
conditions may hamper Presidential's ability to offer
competitive crediting rates without squeezing margins.
Furthermore, the company's participation in repurchase agreement
transactions exposes the invested assets to counterparty and
possible loss of income/cash flow risks not reflected in the
balance sheet.

Presidential has made capital preservation and replenishment a
major focus. While A.M. Best views this as positive, it also
recognizes that given the competitive nature of the industry,
the company's current growth plans and the present unfavorable
macroeconomic conditions, the realization of the benefits of the
initiative to improve operating performance and offset the
7decline in surplus will require some time.

The new rating continues to recognize the favorable historical
persistency achieved in the deferred annuity marketplace, good
cost controls and distribution relationships and improved
geographic concentration and customer service provided by
Presidential. Despite a challenging investment market,
Presidential expects to report improved net gains for 2002 and

Presidential Life Corporation's financial leverage--defined as
total debt to equity--is 37% at June 30, 2002. This ratio is
considerably higher than the 21% ratio at year-end 2000, which
was considered moderate given conditions of the capital markets
at that time. Presidential may face increased liquidity risk
when factoring in the potential contributions for its limited
partnership investments, shareholder dividends and funding for
supporting the necessary surplus levels and growth plans.

A.M. Best Co., established in 1899, is the world's oldest and
most authoritative insurance rating and information source. For
more information, visit A.M. Best's Web site at

PRESSTEK: Names Gail Smith as N. America Sales Channel Manager
Presstek, Inc. (Nasdaq: PRST), a leading provider of direct
digital imaging technology, announced that Gail G. Smith has
joined the company as Sales Channel Manager for North America.
As sales channel manager, Smith is responsible for directing,
training and managing Presstek's CTP sales staff and channels in
North America. She reports directly to David Ventola, general
manager of Presstek's CTP business unit.

Smith brings more than 20 years of strategic channel and direct
sales management, domestic and international, to Presstek.
Throughout her career, Smith has held sales management positions
for technology companies in the imaging, computer graphics,
video animation, pre-press and publishing markets. Most
recently, she was business development director at Plural Inc.
and district manager at She has also worked as a
market development executive for Apple Computer and director of
international sales and marketing at CrystalGraphics.

"We are very pleased that Gail has joined our sales management
team. She has a proven track record in implementing and managing
effective sales strategies," said David Ventola, Presstek's
General Manager of CTP. "Gail's expertise and efforts will be
focused toward expanding Presstek's CTP system and consumable
sales in North America."

Smith holds a M.B.A. from Boston University Graduate School of
Management. Additionally, she earned a master's of science
degree from Shippensburg University, Shippensburg, PA, where she
held a graduate assistantship. Smith also completed a Rotary
International Graduate Fellowship at the University of Costa
Rica, San Jose. Smith received her bachelor's of arts degree at
the University of Michigan.

Presstek, Inc., is a leading developer of digital laser imaging
and chemistry-free plate technologies for the printing and
graphic arts industries. Marketed to world-leading press
manufacturers and directly to end users, Presstek's patented
DI(R), CTP, and plate products eliminate photographic darkrooms,
film and toxic processing chemicals, reduce printing turnaround
time, and lower production costs. The company's Lasertel
subsidiary supplies the valuable resources necessary for
Presstek's next generation laser imaging devices. For more
information on Presstek, visit:
call 603-595-7000, or email:

                           *   *   *

As reported in the March 22, 2002 edition of Troubled Company
Reporter, Presstek, Inc., received waivers from its lenders for
the fourth quarter bank covenant violations caused by the write-
off of the $2.1 million of prepayments made to Adast for raw
materials and work-in-progress. On March 12, 2002 the company
announced that its manufacturing partner Adast had filed for
bankruptcy protection.

PRIME RETAIL: Receives Unsolicited Recap. Proposal from Fortress
Prime Retail, Inc., (OTC Bulletin Board: PMRE, PMREP, PMREO)
announced that its Board of Directors acknowledged receipt on
June 4, 2002 of an unsolicited recapitalization proposal from
Fortress Investment Group LLC.  The Proposal was discussed in a
Schedule 13D filed Monday with the Securities and Exchange
Commission by Fortress and certain of its affiliates.

Pursuant to the Proposal, Fortress would have commenced a cash
tender offer for all outstanding capital stock of the Company
for $8.00 per share of Series A preferred stock, $5.00 per share
of Series B preferred stock and $0.20 per share of common stock.  
Each class would have been offered the choice of either cash or,
at the election of each holder of such class, a combination of
cash and up to 100% of the consideration in new common equity of
the recapitalized company.  Holders who would have elected to
receive new equity in lieu of cash would also have received
warrants, in the form of dividend equivalent rights,
representing 10% of the common stock of the Company immediately
following the recapitalization.  The DERs would have had 5-year
terms and strike prices of 110% of the issue price of the
recapitalized common stock.  Holders of DERs would have
participated in dividends following payment to stockholders of
the first $15 million of dividends.

The Proposal had also contemplated a rights offering to purchase
$50 million of newly issued common stock.  50% of the rights
would have been offered to current stockholders and 50% would
have been offered to Fortress. Subject to, among other things,
the completion of the recapitalization, Fortress would have
"backstopped" 100% of the rights offering not otherwise
subscribed for by existing stockholders.

In addition, the Proposal contemplated that, after consummation
of the transactions set forth in the Proposal, Fortress'
designees would have represented a majority of the directors of
the Company and the remaining board members would have been
either existing directors or others agreeable to Fortress.

The Proposal was conditioned upon the Company receiving consent
from at least two-thirds of each of the three classes of stock.  
The Proposal contemplated a follow-on merger pursuant to which
all remaining preferred stock would have been converted into
common stock of the recapitalized company.

After due consideration, including a review of the Proposal with
the Company's legal and financial advisors, the Board determined
that the Proposal was inadequate.  At the direction of the
Board, the Company's financial advisor informed Fortress of this

As previously announced, an affiliate of Fortress is a 50% owner
of the Company's mezzanine loan which, as of September 30, 2002,
had an outstanding principal balance of $33.2 million.  In
connection with the initial funding of such loan, the Company
granted FRIT PRT Lending LLC, an affiliate of Fortress, a
warrant to purchase 500,000 shares of the Company's common

As set forth in the Schedule 13D, Fortress and certain of its
affiliates each share beneficial ownership of 230,000 shares of
the Company's Series A preferred stock, which amount equals
10.0% of the outstanding Series A preferred stock.  The Series A
preferred stock is subject to an ownership limit set forth in
the Company's charter.  The ownership limit prohibits any person
from acquiring shares of the Company's Series A preferred stock
if, as a result, such person shall beneficially own more than
10.0% of such shares unless the Company's Board of Directors, in
its sole discretion, exempts such person from the ownership

As previously announced on August 15, 2002, the Company has
engaged Houlihan Lokey Howard & Zukin Capital as its financial
advisor to assist the Company in exploring recapitalization,
restructuring, financing and other strategic alternatives
designed to strengthen its financial position and address its
long-term capital requirements.  In connection with that
process, the Company and its advisors have had and expect to
continue to have discussions with various third parties
regarding recapitalizations, restructurings, financings and
other strategic alternatives.  There can be no assurance as to
the completion, timing or terms of any transaction.

Prime Retail is a self-administered, self-managed real estate
investment trust engaged in the ownership, leasing, marketing
and management of outlet centers throughout the United States
and Puerto Rico.  Prime Retail currently owns and manages 40
outlet centers totaling approximately 11.3 million square feet
of GLA.  The Company also owns one community shopping center
totaling 27,000 square feet of GLA and 154,000 square feet of
office space.  Prime Retail has been an owner, operator and a
developer of outlet centers since 1988.  For additional
information, visit Prime Retail's Web site at

RELIANCE GROUP: Liquidator Sells Interest in Flynns Crossing LP
M. Diane Koken, Insurance Commissioner of Pennsylvania, told the
Commonwealth Court that at the time of its declared insolvency,
Reliance Insurance Company held a limited partnership interest
in the Flynns Crossing Limited Partnership.  Flynns Corp. held a
0.01% interest in the Partnership, while RIC held the remaining
99.99% interest.

                        Project Description

Ann B. Laupheimer, Esq., at Blank, Rome, Comisky & McCauley,
informed Judge James Gardner Colins that the Partnership
previously developed, owned, operated and managed a 168-unit
moderate income housing complex situated on a 8.01 parcel of
land located in Ryan, Loudoun County, Virginia.

The project was developed at a total cost of $13,746,158.  It
was completed in April 2000 and 98.8% occupied by May 2001.
Financing included $2,921,713 in equity provided by RIC as the
limited partner, and a $9,674,445 30-year, non-recourse mortgage
loan that was secured by the Project.  The Project also included
a $1,150,000 Deferred Developer Fee.

The Project was encumbered by restrictions that the apartment
units are rented only to qualified moderate-income households
for 30 years from its completion.

As the owner of the Project, the Partnership received and is
entitled to receive for at least 7 years, federal tax credits
worth $440,250 annually.  This amount was determined by the
independent accounting firm of Reznick, Fedder & Silverman and
certified by the Virginia Housing Development Authority.  The
discounted present value of the remaining Tax Credits was equal
to RIC's remaining equity value in the Project.  RIC received
about 99.99% of the tax credits.

Ms. Laupheimer explains that due to the insolvency, RIC was not
able to receive any benefits from the Tax Credits.

In addition to the Tax Credits, the Partnership had value
consisting of its cash flow and property value.  Expenses on the
Project consisted of an asset management fee and debt service on
the mortgage, which amounted to $9,674,445.

      Aggregate Financials
      Revenues                             $1,702,786
      Administrative Costs                    289,746
      Utility Expenses                         89,031
      Operating & Maintenance                 206,581
      Insurance                               165,219
      Interest & Financial Expense            670,200

      Positive Cash Flow                     $282,009

The distribution to RIC and its Partner for 2001 was $248,431.

                        Marketing the Project

RIC and the Liquidator engaged accountants with expertise in
low-income real estate and housing tax credits.  RIC solicited
offers for the sale of its share in the Partnership from four
national syndicators of low-income housing tax credits who are
most active in the North Virginia market.  These syndicators
purchase limited partnership interests that are the
beneficiaries of low income housing tax credits in order to sell
these interests to investors.  Investors, in turn, use the tax
credits to offset other unrelated income to reduce their tax

The four national syndicators were:

    a) Lend Lease Real Estate Investments Inc.;
    b) Raymond James Tax Credit Funds Inc.;
    c) Related Capital Company; and
    d) Sun America Affordable Housing Partners Inc.

RIC sold its Partnership interest to Lend Lease and formed
Flynns Crossing Limited Liability Company, a RIC affiliate,
whose sole purpose is to act as a new general partner in the
Partnership. Lend Lease will pay RIC a sum representing 84.5% of
the value of the per annum Tax Credits multiplied by the number
of years remaining on the Tax Credits.  The purchase price was

RIC did not pay a broker's commission, but paid a $25,000
placement fee to Lend Lease for its role in the transaction.

All terms of operation of the Flynn's Crossing Project remained
the same.  Flynns continued to employ Whetstone Company as the
Project manager.

The Partnership owes a development fee to Flynns Corp., the RIC
affiliated partner which acted as the developer of the Project.
The Fee is approximately $1,145,000.  The Partnership continues
to pay the Deferred Development Fee to Flynn's Corp., out of the
cash flow.  If the Fee has not been paid in full by April 2010,
Flynn's will make a contribution to the Partnership necessary to
pay the balance of the Deferred Development Fee.

Ms. Laupheimer informed the Court that the asset that RIC owned
is not real estate.  The asset is RIC's interest in the
Partnership.  The Partnership, in turn, owns, operates and
manages the Project.  The limited partners' primary benefit was
in the Tax Credits.  It was entitled to receive only 12.5% of
future funds available from cash flow and 20% of the residual
value when the property was sold.  Additionally, the limited
partner received 99.99% of the tax losses, if realized.

As such, RIC was unable to take advantage of the limited
partnership's primary value -- its Tax Credits.  Therefore, the
Liquidator maintained that a sale of RIC's stake in the
partnership was in the best interests of the estate.

                         Financial Summary

RIC initially invested $2,921,713 and already received two years
of Tax Credits amounting to $880,500 and a cash distribution of
$248,431 in 2001.  Prior to closing, RIC received a distribution
of about $200,000, which reduced its investment in the Property
to around $2,485,000.  The transaction, at $2,881,000, realized
a profit for RIC of about $300,000.  This is after closing costs
and the Deferred Developer's Fee.  Thereafter, the RIC affiliate
will receive 87.5% of cash flow, estimated to reach $2,194,193
through 2014.  Given these financial considerations, the
Liquidator and the Court determined that the transaction was in
the best interests of the Pennsylvania Insurance Department and
its representative policyholders. (Reliance Bankruptcy News,
Issue No. 30; Bankruptcy Creditors' Service, Inc., 609/392-0900)     

RUSSELL CORP: Will Publish Third Quarter Results on October 24
Russell Corporation (NYSE: RML) expects to report its third
quarter earnings on Thursday, October 24, 2002.  On that date, a
news release and supporting financial data will be released to
the news wire services and the New York Stock Exchange before
the market opens, and a conference call will be held at 8:30
a.m., eastern time.

To listen, please call the conference call line at (877) 264-
7865, domestically, and (706) 634-4917, internationally, ten
minutes prior to the scheduled start time and use conference id
number 5584294.  This conference call will also be broadcast
live on the Internet.  A link to the broadcast can be found on
the Company's Web site at

If you are unable to participate in this conference call, a
replay will be available through October 27, 2002 by dialing 1-
800-642-1687, domestically, and (706) 645-9291, internationally,
and entering 5584294.  Alternatively, it will be available
through November 25, 2002 on the Internet.

Russell Corporation is a leading branded apparel company
marketing activewear, casualwear and athletic uniforms under
widely-recognized brands, including: Russell Athletic(R),
JERZEES(R), Mossy Oak(R), Cross Creek(R), Discus(R) and Moving
Comfort(R).  The Company's common stock is listed on the New
York Stock Exchange under the symbol RML and its website address

                          *    *    *

As reported in Troubled Company Reporter's April 4, 2002
edition, Standard & Poor's assigned a corporate credit
rating of 'BB+' to apparel manufacturer Russell Corp. It also
assigned ratings to the company's proposed $375 million senior
secured credit facility and proposed $200 million senior
unsecured note issue at 'BB+' and 'BB' respectively.

The ratings reflect Atlanta, Georgia-based Russell's
participation in the highly competitive and volatile apparel
industry, which is subject to changing consumer preferences and
a consolidating retailer base. Somewhat mitigating these factors
are the company's well known brand name, its strong market
position, and its moderate financial profile.

SORRENTO NETWORKS: Pursuing Debt & Capital Restructuring Talks
Sorrento Networks (Nasdaq:FIBR), a leading supplier of
intelligent optical networking solutions for metro and regional
applications, has filed a preliminary plan with Nasdaq that aims
at achieving and sustaining compliance with all Nasdaq National
Market listing requirements.

This plan includes the steps that the company is taking to
modify its capital structure.

The company also reported that it has been actively engaged in
discussions with the Series A preferred stockholders and the
convertible debenture holders in order to restructure the
company's obligations and improve its balance sheet.

Phil Arneson, chairman & chief executive officer, stated, "We
have had several weeks of effort, and numerous meetings with
convertible debenture holders and Series A preferred
stockholders in New York City. Many critical challenges lie
ahead, and while we cannot be certain that we will reach an
agreement, we are working to achieve our objective of converting
the debt and the preferred stockholder positions to equity."

Joe Armstrong, chief financial officer, reinforced Arneson's
comments by saying, "Many companies in the telecom industry are
facing similar challenges with regard to financial
restructuring. While there is no assurance that Nasdaq will
accept our plan, we feel that the plan we proposed is the most
appropriate to improve the Company's equity structure for
meeting Nasdaq National Market listing requirements."

Arneson added, "Our goal is to emerge from this market downturn
and from our capital restructuring efforts as a viable, healthy
contender to participate in the anticipated resurgence of the
metro bandwidth marketplace."

Sorrento Networks' GigaMux is a metro and regional dense
wavelength division multiplexing platform that transforms any
fiber plant into a high-performance, multi-protocol transmission
network with up to 64 times the transmission capacity. GigaMux
is a compact, flexible and cost-effective system based on a
"pay-as-you-grow" architecture. Working in conjunction with
GigaMux is the EPC product family, consisting of sub-rate
aggregation multiplexers that increase bandwidth utilization by
combining a wide variety of traffic for transmission over a
single wavelength, including ESCON, Fibre Channel, Fast
Ethernet, Gigabit Ethernet and SONET/SDH channels. For entry-
level networks, Sorrento also offers JumpStart-400, a cost-
effective 8-wavelength, coarse wavelength division multiplexing

Sorrento Networks, headquartered in San Diego, is a leading
supplier of intelligent optical networking solutions for metro
and regional applications worldwide. Sorrento Networks' products
support a wide range of protocols and network traffic over
linear, ring and mesh topologies. Sorrento Networks' existing
customer base and market focus includes communications carriers
in the telecommunications, cable TV and utilities markets. The
storage area network (SAN) market is addressed though alliances
with SAN system integrators.

Additional information about Sorrento Networks can be found at

SOUTH STREET CBO: S&P Junks Three Classes of Notes
Standard & Poor's Ratings Services lowered its ratings on the
class A-1LB, A-1, A-2L, A-2, and A-3 notes issued by South
Street CBO 1999-1 Ltd., and co-issued by South Street CBO 1999-1
(Delaware) Corp., and removed them from CreditWatch with
negative implications, where they were placed on Aug. 14, 2002.
At the same time, the triple-'A' rating on the class A-1LA is
affirmed. The ratings on the class A-1LB, A-1, A-2L, and A-2
notes were previously lowered on Feb. 1, 2002, and the rating
assigned to the class A-3 notes was previously lowered on May
14, 2001, and again on Feb. 1, 2002.

The lowered ratings reflect factors that have negatively
affected the credit enhancement available to support the notes
since the ratings were previously lowered on Feb. 1, 2002. These
factors include continuing par erosion of the collateral pool
securing the rated notes and a negative migration in the credit
quality of the performing assets within the pool.

The affirmation of the class A-1LA note rating is based on the
high level of overcollateralization available.

Standard & Poor's noted that as a result of asset defaults, the
overcollateralization ratios for the transaction have suffered
since the February 2002 rating action was taken. As of the most
recent monthly trustee report (Sept. 17, 2002), the class A
overcollateralization ratio was at 90.10%, versus the minimum
required ratio of 115.0% and a ratio of 98.96% at the time of
the February 2002 rating action. The ratio has been out of
compliance since January 2001. The current performing pool has
an aggregate par value of $208.80 million, compared to the
effective date portfolio collateral of $304.37 million. In
contrast, only $23.76 million of the principal amount of the
liability has been paid down due to the redemption since the
transaction's inception.

In addition, the credit quality of the collateral pool has
deteriorated since the previous rating action. According to the
Sept. 17, 2002 monthly report, three of the transaction's four
required ratings distribution tests were failing, with 32.62% of
the assets in the collateral pool coming from obligors rated
single-'B'-plus and above (versus the minimum required of 33%),
59.97% of the assets coming from obligors rated single-'B' or
higher (versus the minimum required 75%), and 72.08% coming from
obligors rated single-'B'-minus or higher (versus the minimum
required 95%).

As a part of its analysis, Standard & Poor's reviewed the
results of recent cash flow model runs. These runs stressed
various parameters that are instrumental in the performance of
this transaction, and are used to determine its ability to
withstand various levels of default. When the stressed
performance of the transaction was then compared to the
projected default performance of the current collateral pool,
Standard & Poor's found that the projected performance of the
class A-1LB, A-1, A-2L, A-2, and A-3 notes, given the current
quality of the collateral pool, was not consistent with the
prior ratings. Consequently, Standard & Poor's has lowered its
rating on these notes to the new level. Standard & Poor's will
continue to monitor the performance of the transaction to ensure
that the ratings assigned to the rated tranches continue to
reflect the credit enhancement available to support the notes.

                         Ratings Lowered

                    South Street CBO 1999-1 Ltd.

          Class    To        From               Current Balance
                                                  (Mil. $)
          A-1LB    A         AA+/Watch Neg      10.00
          A-1      A         AA+/Watch Neg      55.00
          A-2L     CCC       BBB-/Watch Neg     24.00
          A-2      CCC       BBB-/Watch Neg     36.00
          A-3      CC        CCC-/Watch Neg     45.50

                         Rating Affirmed

          Class          Rating        Current Balance (Mil. $)
          A-1LA          AAA           61.24

SWIFTY SERVE LLC: Case Summary & 40 Largest Unsecured Creditors
Lead Debtor: Swifty Serve, LLC
             1824 Hillandale Road,
             Durham, North Carolina 27705

Bankruptcy Case No.: 02-83134

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     SSCH Holding Corp.                         02-83135
     E-Z Serve Corporation                      02-83136
     Swifty Serve Holding Corp.                 02-83137
     E-Z Serve Convenience Stores, Inc.         02-83138

Chapter 11 Petition Date: October 4, 2002

Court: Middle District of North Carolina (Durham)

Judge: Catharine R. Carruthers

Debtors' Counsel: Paul R. Baynard, Esq.
                  Rayburn Cooper & Durham, P.A.
                  1200 The Carillion
                  227 W. Trade Street
                  Charlotte, North Carolina 28202

Estimated Assets: $50 to $100 Million

Estimated Debts: More than $100 Million

Debtor's 40 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
McLane Southeast Grocery   Trade Payable            $6,232,849
PO Box 80208
Brookhaven, Ms. 39601
Tel: (706) 549-4520
Fax: (706) 357-9508

CITGO Petroleum Corp.      Trade Payable            $5,017,543
5255 Triangle Parkway
Norcross, GA 30092
Tel: (770) 416-9005

Georgia Lottery            Trade Payable            $3,261,080
250 Williams Street
Inforum - Suite 3000
Atlanta, GA 30303
Fax: (404) 215-8817

Motiva (Shell and Texaco)  Trade Payable            $2,311,171
PO Box 600857
Jacksonville, FL 32260
Fax: (904) 230-0651

Florida Lottery            Trade Payable            $1,921,305
Capitol Complex
Tallahassee, FL 32399
Fax: (856) 487-9985

Travelers Express          Trade Payable            $1,310,165
Company Inc.
1550 Utica Avenue South
Minneapolis, MN 55416
Tel: (952) 591-3000
Fax: (952) 591-3190

Betsy Camp                 Arbitration Award        $1,275,000
1035 West Wesley Road
Atlanta, GA 30327
Tel: (707) 547-6871
Fax: (404) 355-1958

Amber Refining/TNRCC       Settlement               $1,100,000
Jane E. Atwood
Assistant Attorney General
PO Box 12548
Austin, TX 78711-2548
Fax: (512) 463-2063

Transmontaigne Product     Trade Payable              $966,139
PO Box 5660
Denver, CO 80217
Tel: (303) 626-8228
Fax: (303) 626-8200

Chevron USA Inc.           Trade Payable              $853,899
2300 Windy Ridge Parkway
Suite 800
Atlanta, GA 30339
Fax: (770) 984-3004

Louisiana Lottery          Trade Payable              $731,077
New Orleans, LA 70114
Tel: (800) 235-2946
Fax: (225) 297-2279

Houssmann (Convenience     Trade Payable              $710,114
Jeff Burrows
2392 Collection Center Drive
Chicago, IL 60693
Tel: (314) 291-2000
Fax: (813) 620-0767

Williams Energy Marketing  Trade Payable              $619,186
J. Williams Center
Tulsa, OK 74172
Tel: (918) 573-8450
Fax: (918) 732-0278

Pepsi Cola                 Trade Payable              $522,542
PO Box 75948
Chicago, IL 60675-5948
Tel: (404) 352-7645
Fax: (615) 599-2251

Kenan Transport Co.        Trade Payable              $496,050
143 W. Franklin Street
Chapel Hill, NC 27514
Fax: (919) 967-2640

Flint Hills Resources      Trade Payable              $488,474
(Koch Petroleum)
4550 North Point Parkway
Alpharetta, GA 30022
Tel: (800) 671-9626
ext. 3405
Tel: (770) 625-3401

Frito Lay                  Trade Payable              $363,539
PO Box 643104
Pittsburgh, PA 15264-3104
Tel: (972) 376-7405
Fax: (972) 376-7237

Colonial Oil Industries    Trade Payable              $272,848  
1002 South Front Street
Wilmington, NC 28401
Tel: (800) 800-5072
Fax: (914) 520-3603

Paysmart America           Trade Payable              $272,848
1500 West Cypress Creek
Ft. Lauderdale, FL 33309
Tel: (954) 928-1850
Fax: (954) 928-0637

Valero Marketing &         Trade Payable              $254,837
Supply Co.
PO Box 500
San Antonio, TX 79292
Tel: (210) 370-2296
Fax: (210) 444-8511

Cobb Environmental &       Trade Payable              $253,620
PO Box 1602
Tupelo, MS 38802-1602     
Tel: (662) 586-3939
Fax: (662) 841-0810

Jones, Day, Reavis &       Trade Payable              $237,060

Placid Refining Company    Trade Payable              $228,674

Premcor Refining (Clark    Trade Payable              $227,975

S & Mc Inc.                Trade Payable              $209,144

Coca-Cola - Atlanta        Trade Payable              $174,996

Browns Dairy Products      Trade Payable              $161,515

Delta Bev Pepsi            Trade Payable              $154,810

Louisiana Coca-Cola        Trade Payable              $152,665

Buffalo Rock - Panama City Trade Payable              $150,585

Florida Coca-Cola          Trade Payable              $142,789
Btlg. Co.

Handex                     Trade Payable              $142,695

Coca Cola - Consolidated   Trade Payable              $141,323

Crawford & Co. (Loss Fund) Trade Payable              $136,818

Velda Farms, Inc.          Trade Payable              $128,740

MO Jack Argence & Son      Trade Payable              $122,179

South Carolina Education   Trade Payable              $121,681

Exxon Mobil Corp.          Trade Payable              $117,003

First Health               Trade Payable              $107,676

Allen Beverages Inc.       Trade Payable              $103,298
- Pepsi

SYSTEMONE TECHNOLOGIES: Amends Loan Pact with Hanseatic, et. al.
On September 30, 2002, SystemOne Technologies Inc., entered into
a Fourth Amendment to Loan Agreement between the Company,
Hanseatic Americas LDC, Environmental Opportunities Fund II,
L.P. and Environmental Opportunities Fund II (Institutional),
L.P., extending the maturity date of the Loans provided until
November 30, 2002.

Founded in 1990, SystemOne Technologies designs, manufactures,
sells and supports a full range of self-contained recycling
industrial parts washing products for use in the automotive,
aviation, marine and general industrial markets.

At June 30, 2002, SystemOne's balance sheets show a total
shareholders' equity deficit of $42 million.

TRICO MARINE: Secures $11.4M Financing Commitment from GE Entity
Trico Marine Services, Inc., (Nasdaq: TMAR) announced that Trico
and GE Commercial Equipment Financing have entered into an
agreement that will provide approximately $11.4 million of
funding for the marine services company.

Under the operating lease arrangement, GE will pay Trico
approximately $11.4 million for three 155-foot crew boats
currently being built for the company by Gulf Craft, Inc.  Upon
the completion of each vessel, GE will charter the vessels to
Trico.  The charters will have 10-year terms and include options
for Trico to purchase the vessels after eight years at specified
prices, and also at the end of the 10-year term for their fair
market value.  Shipyard deliveries of the vessels are expected
in October and December 2002, and January 2003.

Trico also announced that it has entered into an amendment to
its $45 million U.S. bank credit facility to revise certain
financial covenants. As a result of the amendment, Trico expects
to be able to continue to comply with the financial covenants in
the facility during current market conditions.

Trico Marine provides a broad range of marine support services
to the oil and gas industry, primarily in the Gulf of Mexico,
the North Sea, Latin America and West Africa.  The services
provided by the Company's diversified fleet of vessels include
the marine transportation of drilling materials, supplies and
crews, and support for the construction, installation,
maintenance and removal of offshore facilities.

                              *   *   *

As reported in Troubled Company Reporter's May 23, 2002 edition,
Standard & Poor's affirmed its single-'B'-plus corporate credit
rating on Trico Marine Services Inc., and at the same time,
assigned its single-'B' debt rating to the company's proposed
$250 million senior unsecured notes issue.

The ratings on Trico Marine reflect the company's participation
in the volatile offshore support segment of the petroleum
industry and aggressive financial leverage. Trico Marine
operates 85 offshore support vessels stationed in the Gulf of
Mexico, the North Sea, South America, and West Africa drilling
markets. Roughly half of the company's revenues are derived from
the Gulf of Mexico, a market that typically operates on short-
term contracts. The recent weakness of the Gulf of Mexico market
has been tempered by the company's exposure to the relatively
stable international markets. Cash flow stability is underpinned
by the contract position of the company's international fleet; a
high percentage of the company's 2002 projected revenue is under

UNITED AIRLINES: Traffic Rises 23.6% on 8.6% Capacity Increase
United Airlines (NYSE: UAL) total scheduled revenue passenger
miles rose 23.6 percent in September vs. the comparable month in
2001 on a capacity increase of 8.6 percent.  The carrier's
passenger load factor came in at 69.5 percent, up from 61.1
percent a year ago.

"The good news for September is that United's completion rate  
(99.7% of scheduled flights) and on-time performance (89.2% of
scheduled flights) were superb," said Jake Brace, executive vice
president and chief financial officer.  "The bad news is that we
continued to suffer through an industry revenue environment that
was nothing short of dismal."

Comparisons with September of 2001 are not meaningful because of
the terrorist attacks of Sept. 11, 2001 which resulted in the
grounding of most flights that morning, the subsequent closure
of the air transportation system for two days and a gradual
resumption of service with diminished capacity and traffic.  For
better context the accompanying chart for September compares
September of this year with September of 2000 as well as
September of 2001.

United operates more than 1,900 flights a day on a route network
that spans the globe.  News releases and other information about
United may be found at the company's Web site at

UNITED NATIONAL BANCORP: Fitch Maintains Ratings on Watch Neg.
Fitch Ratings has lowered the Short-term debt rating of United
National Bancorp to 'F3' from 'F2'. The ratings for United
National Bancorp and UNB Capital Trust I remain on Rating Watch
Negative. A list of all ratings is provided at the end of this

This rating action reflects concerns over loan concentration at
UNBJ as the company maintains a number of relationships over 5%
of total equity. Management has indicated its intent to reduce
loan concentration by curtailing the size of individual loans
going forward. We will monitor the company's progress in this
area in coming quarters. Should the company fail to achieve more
granularity in its loan book, all ratings for UNBJ and UNBC
could be negatively impacted. UNBJ's current short-term debt
rating of 'F3' is more reflective of the company's financial
position, and is in line with its Long-term debt rating.

The ratings of UNBJ and UNBC were placed on Rating Watch
Negative on June 10, 2002 after the company announced the
deterioration to non-accrual status of a $21 million commercial
loan to an insurance premium financier. The announcement came on
the heels of the disclosure of a $5.3 mln participation in a
$130 mln credit facility to Suprema Specialities Inc., a
Patterson, NJ-based cheese maker in bankruptcy. During 2Q02,
UNBJ took a $2.8 mln charge-off in connection with its $5.3 mln
participation to Suprema, and a $2.4 mln charge-off related to
the loan to the insurance premium financier. To cover these
charges, UNBJ recorded a higher loan loss provision ($4.3 mln)
in 2Q02, which reduced net income in the fist half of 2002 to
$7.1 mln compared to $11.8 mln a year ago. Non-performing assets
totaled $32.9 mln at 2Q02 (2.63% of loans and OREO) up from $4.5
mln (0.36% of loans and OREO) a year earlier. On August 27,
2002, UNBJ announced that the balance of the commercial facility
to the insurance premium finance company has been repaid, and
non-performing loans have been reduced accordingly.
Additionally, on August 21, 2002, UNBJ completed the acquisition
of Vista Bancorp, Inc., a $712 mln bank holding company
headquartered in Phillipsburg, NJ.

Following recent discussions with management, it would appear
that these two large problem loans were isolated events rather
than an indication of a substandard underwriting process or an
overall weakening of the quality of loan portfolio. Regarding
the facility extended to the premium finance company,
management's decision was based on the structure of the loan,
which included a surety bond agreement by a highly rated
insurance company. While the surety bond agreement helped
mitigate losses, the sheer size of the exposure (almost 15% of
equity at the time) has raised some concerns over UNBJ's risk
profile. While the company's largest loans have performed well
over the past few years, the sputtering economy and the on-going
integration of Vista have heightened event risk at UNBJ.
Management has indicated that it will take steps to address this
risk by reducing in-house lending limits, maintaining a reserve
coverage of loans in the 1.2%-1.25% range (up from recent levels
of 0.9%-1%), and increasing staff with in its credit area to
reflect the recent Vista acquisition. Going forward, we will
monitor the company's implementation of this new credit
management framework, and we expect UNBJ's asset quality and
performance metrics to return to levels consistent with historic

                         Ratings downgraded

                       United National Bancorp

                    -- Short-term to 'F3' from 'F2'.

              Ratings maintained on Rating Watch Negative:

                       United National Bancorp

                    -- Long-term 'BBB-' ;

                    -- Short-term 'F3' ;

                    -- Individual 'B/C' .

                United National Bank Capital Trust I

                    -- Trust Preferred 'BB+'.

UNIVERSAL EXPRESS: Auditors Doubt Ability to Continue Operations
Universal Express, Inc., has evolved into a conglomerate of
supportive companies centered on its private postal system.

Its principal businesses include the Private Postal
Network(TM)(PPN), Universal Express Logistics, Inc., which
includes WorldPost(TM), Virtual Bellhop(R)and Luggage
Express(TM), and Universal Express Capital Corp.

On September 4, 2002, the Company announced that it completed
the purchase of a majority interest in Swiss American Financial
Corp. One of Swiss American's initial programs will be offering
a stored-value MasterCard(R) from a major New York Bank that can
be utilized as a simple "credit/debit" card for purchases, as an
ATM card for cash withdrawals from any ATM machine worldwide, a
method of transferring funds globally to relatives at minimal
cost and a myriad of other credit applications. This bank-
approved program is able to offer a 100% approval rate with no
credit check.

Its association of independent and franchise nationwide postal
stores continues to evolve into a sophisticated buying service
and market penetration vehicle.

WorldPost(TM), its discounted international delivery service,
will earn revenues from selling Skynet discounted envelopes and
services to the postal stores, as well as selling territory
businesses for entrepreneurs interested in selling these
shipping services to independent businesses.

Luggage Express(TM) will enable consumers to have their baggage
picked up at their home by a local PPN member store and
delivered to the consumers' destination.

Virtual Bellhop(R) is a premier door-to-door luggage
transportation service.

Universal Express Capital Corp., is a full service asset based
transportation/equipment leasing company.

USXP continues to mature as an accepted participant within the
shipping and postal store industry.

The Company's working capital deficiency for fiscal 2002 was
$2,108,000 compared with $3,371,000 in fiscal 2001. This
decrease reflects a substantial decrease in the Company's

The Company's net loss for fiscal 2002 was $3,499,000 compared
with $2,960,000 in fiscal 2001. This increase reflects
investments in two new businesses, Virtual Bellhop and Universal
Express Capital.

Until the Private Postal Network, Virtual Bellhop, USXP Capital
and WorldPost(TM) are fully developed, the Company will continue
to rely on equity and debt raises to fund its operations.
Management is continuing efforts to raise cash by arranging
lines of credit, and obtaining additional equity capital. The
Company's future business operations will require additional

Management is presently exploring methods to increase available
credit lines as well as methods to increase working capital
through both traditional and non-traditional debt services.

During this fiscal year, the Company's Chairman purchased
16,300,000 shares from an investor at $.074 per share. On July
7, 2002, the Company authorized additional 100,000,000 shares of
common stock.

The Company's independent auditing firm has said this about the
Company's financial condition: "[T]he Company incurred a loss of
$3,498,838 from continuing operations for the year ended June
30, 2002 and had a working capital deficiency of $2,107,637 at
June 30, 2002. These conditions raise substantial doubt about
the Company's ability to continue as a going concern without the
raising of additional debt and/or equity financing to fund

US AIRWAYS: Court Okays Proposed Interim Compensation Protocol
Judge Mitchell approves US Airways Group's proposed uniform
procedures for the compensation and reimbursement of court
approved professionals.  

                          The Procedures

Each Professional is required to submit a monthly statement to:

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

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

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

        * Counsel to the Debtors postpetition lenders

        * Counsel to the Committee

        * The United States Trustee

The Monthly Statement Date will be on or before the last day of
the month following the month for which compensation is sought.

Each entity receiving a statement will have 20 days after the
Monthly Statement Date to review it.  The first statement will
be served by each of the Professionals by September 30, 2002,
and will cover the period from the Petition Date through August
31, 2002.

At the expiration of the 20-day period, the Debtors will pay 90%
of the fees and 100% of the disbursements requested, except
those to which an objection has been served.  Any professional
who fails to submit a monthly statement is ineligible to receive
payments until the monthly statement is submitted.

If there is an objection to the compensation or reimbursement,
the objecting party has 20 days from the Monthly Statement Date
to serve the respective professional and other parties receiving
monthly statements, a Notice of Objection to Fee Statement.  
This Statement will detail the nature of the objection and the
amount at issue.  Thereafter, the objecting party and the
recipient Professional will attempt to reconcile the dispute.  
If the parties are unable to reconcile within 20 days, the
objecting party has three business days file its objection with
the Court and serve the objection on the respective professional
and the other parties receiving monthly statements.  The Court
will consider and dispose of the objection at the next Omnibus
Hearing Date.

Every four months, each of the Professionals will file with the
Court and serve on the parties receiving monthly statements, on
or before the 45th day following the last day of the
compensation period for which compensation is sought, an
application for interim Court approval and allowance of the
compensation and reimbursement of expenses requested for the
prior four months. The first application will be filed on or
before January 16, 2003 and will cover the period from the
Petition Date through November 30, 2002.  Professionals will not
receive payments for fees and expenses until an application is

The filing of an application for compensation or reimbursement
of expenses or a Notice of Objection to Fee Statement will not
disqualify a Professional from the future payment of
compensation or reimbursement of expenses.  Neither the payment
of, nor the failure to pay, monthly interim compensation and
reimbursement will bind any party-in-interest or this Court with
respect to the final allowance of applications for compensation
and reimbursement of Professionals. (US Airways Bankruptcy News,
Issue No. 7; Bankruptcy Creditors' Service, Inc., 609/392-0900)

US AIRWAYS: Surpasses Previous Service Performance Records
US Airways' systemwide performance for September 2002 broke a
decade of company on-time departure and arrival records, and now
stands as the best in US Airways' history.  This news comes just
a day after the U.S. Department of Transportation listed US
Airways as best in the industry in August 2002 for on-time
performance and baggage handling.

Last month, flights departing on schedule were at 83.2 percent,
a full nine percentage points above the previous record of 74.2
percent set in September 2001.  Flights leaving within five
minutes of scheduled departure averaged 89.7 percent, well above
the 82.8 percent record set in September 1997.

On-time arrivals rose above 90 percent for the first time in
company history, with 91.9 percent of all US Airways flights
arriving within 14 minutes of schedule -- the time frame used by
the DOT to establish on-time performance.  The official DOT on-
time performance was 90.9 percent (this figure excludes
international and most Caribbean flights).  The previous records
of 88.6 percent and 89.1 percent, respectively, had been set in
May 1993.

"All of our employees have joined together to run the most
flawless operation in US Airways' history," said Alan W.
Crellin, US Airways executive vice president of operations.  "At
a time when our company and the entire industry are facing
extraordinary challenges, performance like last month's is a
testament to the cooperation and professionalism of every member
of the US Airways team.  On-time performance shows dedication to
our customers, as well as to our cost-saving efforts."

In the DOT monthly scorecard report for August, US Airways'
arrivals were at 85.9 percent -- the best of the 10 carriers
surveyed.  In the fewest mishandled bags category, there were
just 2.81 reports per 1,000 passengers -- also the best results
for the industry.

US Airways, the US Airways Express carriers and US Airways
Shuttle provide service to 203 destinations worldwide, including
38 states in the U.S., Antigua, Aruba, Barbados, Bermuda,
Cancun, Cozumel, Grand Bahama Island, Grand Cayman, Montego Bay,
Nassau, San Juan, Santo Domingo, St. Lucia, St. Thomas, St.
Maarten, and St. Croix.  US Airways Express also serves North
Eleuthera, Governors Harbour, Marsh Harbour and Treasure Cay
from Florida.  In Canada, US Airways serves Toronto, Montreal,
and Ottawa.  US Airways' European destinations are Amsterdam,
Frankfurt, London, Madrid, Manchester, Munich, Paris and Rome.

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

VIASYSTEMS GROUP: Wants to Continue PWC's Retention as Auditors
Viasystems Group, Inc., and Viasystems, Inc., want the U.S.
Bankruptcy Court for the Southern District of New York to give
its stamp of approval to the Debtors' continued retention of
PricewaterhouseCoopers to perform accounting and auditing
services during the course of the Companies' chapter 11 cases.

The Debtors report that PwC was engaged to provide accounting
and auditing services to the Debtors since 1996. This retention
afforded PwC a great deal of institutional knowledge regarding
the Debtors' operations, finance and systems.

The Debtors tell the Court that it is important that they be
allowed to continue the engagement of PwC to provide:

  a) Audits of the financial statements of the Debtors, as may
     be required from time to time, and advice and assistance in
     the preparation and filing of financial statements and
     disclosure documents required by the Securities and
     Exchange Commission, including Form 10-K, as required by
     applicable law or as requested by the Debtors;

  b) Review of the unaudited quarterly financial statements of
     the Debtors as required by applicable law or as requested
     by the Debtors; and

  c) Other related accounting services as necessary.

The Debtors further submit that their selection of PwC as their
accountants and auditors will save the significant cost and time
that otherwise would be required to be expended for new
professionals to become familiar with the variety of complex
matters that PwC has handled for the Debtors since 1996.

PWC estimates that auditing fees to be charged to the Debtors
during the duration of these chapter 11 proceedings will be
approximately $225,000. Such fees will be billed monthly as
audit work is performed.  The customary hourly rates charged by
PwC personnel anticipated to be assigned to this case are:

          Partners                            $345 - $595
          Managers/Directors                  $225 - $480
          Associates / Senior Associates      $100 - $225
          Administration / Paraprofessionals  $ 55 - $140

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

WARNACO GROUP: New Securities to be Issued Under Proposed Plan
On the Effective date, the Reorganized Warnaco will enter into a
definitive documentation with respect to, and will issue, the
New Warnaco Senior Subordinated Notes for distribution in
accordance with this Plan.  The issuance of the New Warnaco
Senior Subordinated Notes and the distribution, transfer or
exchange thereof in accordance with this Plan will be exempts
from registration under applicable securities laws pursuant to
Section 1145(a) of the Bankruptcy Code.

Principal terms and conditions of the New Warnaco Senior
Subordinated Notes are:

  Principal:      $200,940,000

  Maturity:       5 years

  Interest Rate:  to be paid on a quarterly basis at the higher
                  of 9.5% and LIBOR plus 500 basis points, with
                  a semi-annual rate increase of 50 basis
                  points commencing July 5, 2003;

  Amortization:   payable annually in the amount of $40,200,000
                  Subject to covenants, including maintenance
                  Of minimum availability of $75,000,000 post-
                  Amortization and maintenance of a fixed
                  charged coverage ratio of 1.25x

  Security:       Second lien to Exit Financing Facility

  Monetization:   Reorganized Warnaco will use reasonable best
                  efforts to pre-pay the New Warnaco Senior
                  Subordinated Notes after the Effective Date.

Aside from that, the Debtors will issue the New Warnaco Common
Shares on the Effective Date.  The issuance of the New Warnaco
Common Shares and the distribution, transfer or exchange thereof
in accordance with this Plan will be exempt from registration
under applicable securities laws, pursuant to Section 1145(a) of
the Bankruptcy Code and may be sold without registration to the
extent permitted.

Reorganized Warnaco will also implement a stockholder rights
plan and distribute to New Warnaco Common Shares one preferred
share purchase right for each New Warnaco Common Share then
outstanding.  The Rights are not exercisable until the earlier
to occur of the 10th day after a public announcement is made
that a person has acquired beneficial ownership of 15% or more
of New Warnaco Common Shares or the 10th business day after the
date of commencement of a tender or exchange offer by any person
to acquire 15% or more of New Warnaco Common Shares.  The
Rights, which do not have voting rights, expire three years
after their date of issue, subject to earlier redemption upon
approval by holders of at least 55% of the outstanding New
Warnaco Common Shares at any time prior to a person acquiring
beneficial ownership of 15% or more of the New Warnaco Common
Shares. (Warnaco Bankruptcy News, Issue No. 33; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  

WASATCH PHARMACEUTICAL: Intends to Pursue Restructuring Programs
Wasatch Pharmaceutical Inc. (OTCBB:WSCH) CEO Gary Heesch stated:
"Like many public companies since Sept. 11, Wasatch has had to
regroup as a result of a substantial investment gone sour. With
the loss of these funds and an economic environment that makes
it difficult to raise additional funds, Wasatch has had to
struggle and reevaluate its marketing strategy. Throwing in the
towel would have been the easy way out and a wonderful
opportunity to live a normal life once again. But to give up
would have meant depriving the medical community and the
patients they serve, valuable therapies for many of the hard to
treat skin disorders.

"To heal Wasatch Pharmaceutical itself will require making some
tough decisions on difficult problems. This will mean
restructuring our stock to be compatible with new investments
and the modification of our focus in marketing our products. We
will downsize our short-term marketing options to two basic
approaches which we feel will be the least expensive and
generate revenue the fastest. We will continue to focus on
clinics, either through acquisitions or operating company-owned
clinics. Next, we will target physicians and their patients with
a program that will allow the physician to purchase directly
from Wasatch. The 'how-to' information is finished and ready for
printing. This package is designed in such a way that the
physician and the patient may receive reimbursement from their
health insurance depending on the level of coverage.

"To help in the success of these short-term goals, we will use
outside consulting services to expedite and enhance our ability
to target a larger population without having to secure the kind
of funds necessary to do everything in house. We have always
stated that Wasatch Pharmaceutical is a long-term investment,
and we have every hope in today's changing economy that we can
make choices that will make a difference in our future."

For additional information about Wasatch Pharmaceutical, please
review its Web sites: http://www.wasatchpharm.comand

At June 30, 2002, Wasatch's balance sheets show a total
shareholders' equity deficit of about $5 million.

WESTPORT RESOURCES: S&P Affirms BB+ Rating on Smith Acquisition
Standard & Poor's Ratings Services affirmed its double-'B'-plus
corporate credit ratings on Denver, Colorado-based exploration
and production company Westport Resources Corp., following its
announced acquisition of certain oil and natural gas properties
from Smith Production Inc., for $120 million in cash. The
outlook remains stable.

"The purchase price of about $120 million will be funded through
a draw of $100 million on Westport Resources' credit facility
and from the application of cash balances," noted Standard &
Poor's credit analyst Paul B. Harvey. "While the transaction is
not positive for the company's credit quality as it increases
Westport Resources' indebtedness, Standard & Poor's is not
changing its ratings or outlook on the company, as such a
transaction was expected," he continued. To maintain the current
rating, Standard & Poor's expects that Westport Resources will
reduce its leverage in the next upcycle. Despite the draw on the
company's bank credit facility, liquidity remains healthy, with
an estimated $25 million in cash and $250 million of available
bank credit.

Westport Resources is a midsize, independent E&P company, with
proved reserves of 980 billion cubic feet equivalent (bcfe) (50%
gas, 77% developed) as of June 30, 2002. Pro forma for the
acquisition of properties from Smith, total proved reserves are
estimated to increase to approximately 1 tcfe. Operations are
broken into three operating segments: Northern (Rocky Mountains,
361 bcfe); Southern (Permian, MidContinent, and Gulf Coast
areas, 435 bcfe); and the Gulf of Mexico (184 bcfe).

The company's drilling portfolio consists of a large backlog of
low-risk onshore exploitation projects that balance risks
associated with its short-lived, capital-intensive offshore
investments. Despite a fairly good record of replacing reserves,
the company does have a worse-than-normal cost structure
characterized by high finding and development costs and little
near-term improvement expected.

Cash flow protection measures are expected to remain strong.
EBITDAX coverage of interest expense should average between 6
times to 7x for the next three years at assumed commodity prices
of $21 per barrel of oil and $2.75 per million BTU of natural
gas. Funds from operations as a percentage of debt is expected
to remain in the low-to-mid 40's over the intermediate term.
Operating cash flow is expected to be sufficient to fund
Westport Resources' capital expenses and repay borrowings under
its bank credit facility. Debt leverage should remain moderate,
staying in line with the company's 2001 debt-to-capital ratio of
32%. Any spikes in leverage related to acquisitions are expected
to be reduced promptly to maintain the current rating.

The stable outlook on the company reflects Standard & Poor's
expectation that Westport Resources will utilize upcycle cash
flows to deleverage from the Smith transaction. Following that
transaction, Westport Resources has reached its effective debt
capacity at its current rating. As such, Standard & Poor's
expects that capital expenditures should be limited to internal
cash flow. However, if Westport Resources fails to deleverage or
pursues additional debt-financed acquisitions, its outlook
and/or rating could be revised negatively.

WORLDCOM INC: Proposes Uniform Mutual Debt Setoff Procedures
Alfredo R. Perez, Esq., at Weil Gotshal & Manges LLP, in New
York, recounts that the Utilities Order requires Worldcom Inc.,
its debtor-affiliates and the Utility Companies to negotiate in
good faith to establish procedures for the mutual setoff of
payments for prepetition services and for the mutual setoff of
payments for postpetition services.

The terms of the proposed Prepetition Setoff Procedures and the
Postpetition Setoff Procedures with respect to setoffs by
Utility Companies that are both creditors and debtors of
WorldCom are:

A. No Utility Company may file any motion with the Court seeking
   authorization to effectuate a prepetition setoff, and the
   Debtors will not seek to compel a Utility Company to pay
   prepetition amounts due to the Debtors that have been
   withheld based upon a good faith assertion that the amounts
   are subject to the right of setoff against the Debtors,
   without first complying with the following Prepetition Setoff

B. Any Utility Company seeking to accomplish a prepetition
   setoff should send written notice to the Debtors addressed

       Robert W. Rodrigues, Esq.
       WorldCom, Inc.
       1133 Nineteenth Street, Washington, DC 20036
       Phone: (202) 736-6865   Fax: (202) 736-6471

       with a copy to:

       Alfredo R. Perez, Esq.
       Weil, Gotshal & Manges LLP
       700 Louisiana, Suite 1600, Houston, Texas 77002
       Phone: (713) 546-5000   Fax: (713) 224-9511


       Christopher Marcus, Esq.
       Weil, Gotshal & Manges LLP
       767 Fifth Avenue, New York, New York 10153
       Phone: (212) 310-8000   Fax: (212) 310-8007

C. If the Debtors seek to compel a Utility Company to make
   payment of prepetition amounts due that have been withheld on
   account of prepetition claims against the Debtors, they
   should send the Initial Notice to the applicable Utility
   Company, with a copy to any counsel that has filed a notice
   of appearance in these cases on behalf of the Utility

D. The Initial Notice should contain this information for each
   claim potentially subject to setoff:

   -- Identification of the legal entity on each side of the

   -- A concise statement of the prepetition amounts alleged to
      be owed to and from the Debtors;

   -- Identification of the specific contract or agreement
      pursuant to which the alleged prepetition amounts are
      owed, including any account number or other identifying
      information for the account in question; and

   -- Contact information for a person with settlement authority
      to resolve the matter;

E. Not later than 20 business days after service of the Initial
   Notice, the counterparties should participate in a mandatory
   settlement conference, either in person or by telephone.  The
   settlement conference should be attended by representatives
   of the Utility Company and the Debtors who have settlement
   authority to resolve the matter.  The purpose of the
   settlement conference will be to determine if agreement can
   be reached on the amount of any prepetition setoff, or to
   determine whether additional information is required.  If
   mutually agreed upon by the parties, the settlement
   conference may consist of a series of actual meetings or
   telephonic conferences.  If an additional exchange of
   information is required, the counterparties should make good
   faith efforts to provide each other with the information as
   the other reasonably requests within 10 business days of the
   settlement conference, and should convene a follow-up
   conference within 20 business days of the initial conference;

F. If the counterparties reach agreement with respect to any
   prepetition setoff, the Debtors should file with the Court a
   summary notice setting forth the essential terms of the
   agreement reached, including the amount of the setoff to be
   effected and the amount of the payment, if any, to be made to
   the Debtors.  The Notice of Setoff should be served on:

    -- the United States Trustee;
    -- counsel for the statutory committee of unsecured
    -- counsel for the Debtors' postpetition lenders; and
    -- counsel for the applicable Utility Company.

   If no objection is received within 7 days of filing and
   service of the Notice of Setoff, the applicable Utility
   Company may effect the setoff without further order of the
   Court and should, within 3 business days, pay to the Debtors
   any net prepetition amounts due and owing to the Debtors
   after application of the setoff.  If a timely objection is
   received, the Debtors will set the matter for hearing on a
   regularly-scheduled hearing date and serve notice of the
   hearing in accordance with the Court's order dated July 29,
   2002, establishing notice procedures.  If no response or
   objection to the Notice of Setoff is timely filed, the Notice
   of Setoff will have the effect of a final order of the Court
   approving a stipulated settlement of the setoff;

G. If, after an initial settlement conference and, to the extent
   applicable, a follow-up conference, the Debtors and a Utility
   Company are unable to reach agreement with respect to a
   prepetition setoff, either counterparty may file a motion
   with the Court seeking appropriate relief; and

H. Nothing herein will be deemed to grant any Utility Company
   the right to setoff any postpetition amounts owing to the
   Debtors against any prepetition amounts owed by the Debtors
   or to eliminate the requirement of mutuality in order to
   assert a right of setoff.

According to Mr. Perez, it is the Debtors' intention to remain
current on payments to all Utility Companies for postpetition
services.  The Debtors likewise expect that Utility Companies
who are postpetition debtors of WorldCom will remain current on
all of their payments to WorldCom.

In the event of a postpetition billing dispute between the
Debtors and any Utility Company, or any other circumstance
giving rise to an alleged right of setoff with respect to
postpetition obligations, the counterparties to the dispute will
attempt to resolve the dispute in accordance with the
Prepetition Setoff Procedures, except that no Notice of Setoff
or Court approval will be required if the counterparties are
able to reach agreement with respect to a postpetition setoff.
(Worldcom Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   

* Deloitte & Touche Names New Managing Partner for Ottawa Office
Deloitte & Touche, Canada's largest professional services firm,
announced that Charles Perron, CA, has been appointed Managing
Partner for the Ottawa office.

Commenting on his new position, Mr. Perron said that he was
looking forward to leading the Ottawa office of Deloitte &
Touche. With over 25 professionals in its partner group and more
than 200 professionals serving clients in the high tech,
government, para-public, not-for-profit and owner-manager
sectors, Deloitte & Touche is a firm with a significant presence
in this market. "We have a well established track record for
delivering quality services while experiencing steady practice
growth. I am dedicated to sustaining the leadership, strategies
and values that have produced that success. At the same time,
the current marketplace and professional challenges require
innovative responses that will enable our clients and our people
to excel."

Mr. Perron succeeds Bruce Joyce, FCA, who has lead the Ottawa
office for the past seven years. Mr. Joyce, a senior partner in
the Ottawa practice, will continue to concentrate on providing
service to a number of our major clients and will also lead the
firm's delivery of services to the federal government.

Prior to his new appointment, Mr. Perron was the Regional
Director of Operations for Deloitte & Touche Solutions
consulting practice for Eastern Canada.

Mr. Perron is a Chartered Accountant and a member of the Ontario
and Quebec Institutes of Chartered Accountants. His professional
practice has focused on engagements in the areas of strategic
planning, performance measurement and reporting, finance
transformation/process redesign and financial assessment. He has
worked extensively in Ottawa's technology community and also on
a wide variety of projects in all levels of government.

Deloitte & Touche -- one of Canada's  
leading professional services firm, provides a full range of
assurance and advisory, financial advisory, tax and consulting
services through more than 6,600 people in more than 46
locations across the country. We are dedicated to helping our
clients and our people excel. We are the only professional
services firm, and one of only 16 companies to be named to the
Globe and Mail's Report on Business Magazine annual ranking of
Canada's top employers for two consecutive years: 35 Best
Companies to Work for in Canada in 2001 and 50 Best Companies to
Work for in Canada in 2002. Deloitte & Touche is part of
Deloitte Touche Tohmatsu, a global leader in professional
services with more than 95,000 people in over 140 countries.

* Meetings, Conferences and Seminars
October 7-13, 2002
          13th Annual Educational Conference and Meetings
               Regency Plaza Hotel, Mission Valley
                    Contact: 313-234-0400

October 9-11, 2002
      Annual Regional Conference
         Beijing, China

October 24-25, 2002
        Member's Meeting
            Sidley Austin Brown & Wood Offices, Washington D.C.

November 18-19, 2002
      Insurance Exit Strategies
         Kingsway Hall, London
            Contact: +44 0 20 7878 6886

November 21-24, 2002
      82nd Annual New York Conference
         Sheraton Hotel, New York City, New York
            Contact: 312-781-2000 or

October 24-28, 2002
      Annual Conference
         The Broadmoor, Colorado Springs, Colorado
            Contact: 312-822-9700 or

December 2-3, 2002
          Distressed Investing 2002
               The Plaza Hotel, New York City, New York
                    Contact: 1-800-726-2524 or fax 903-592-5168

December 5-7, 2002
          Bankruptcy Law & Practice Seminar
               Sheraton Sand Key Resort

December 5-8, 2002
      Winter Leadership Conference
         The Westin, La Paloma, Tucson, Arizona
            Contact: 1-703-739-0800 or

February 22-25, 2003
      Litigation Institute I
         Marriott Hotel, Park City, Utah
            Contact: 1-770-535-7722 or

March 27-30, 2003
      Litigation Institute II
         Flamingo Hilton, Las Vegas, Nevada
            Contact: 1-770-535-7722

March 31 - April 01, 2003
     Healthcare Transactions: Successful Strategies for Mergers,
         Acquisitions, Divestitures and Restructurings
             The Fairmont Hotel Chicago
                 Contact: 1-800-726-2524 or fax 903-592-5168 or

April 10-13, 2003
      Annual Spring Meeting
         Grand Hyatt, Washington, D.C.
            Contact: 1-703-739-0800 or

May 1-3, 2003 (Tentative)
      Chapter 11 Business Organizations
         New Orleans
            Contact: 1-800-CLE-NEWS or

May 8-10, 2003 (Tentative)
      Fundamentals of Bankruptcy Law
            Contact: 1-800-CLE-NEWS or

June 19-20, 2003
          Corporate Reorganizations: Successful Strategies for
              Troubled Companies
                 The Fairmont Hotel Chicago
                    Contact: 1-800-726-2524 or fax 903-592-5168

June 26-29, 2003
      Western Mountains, Advanced Bankruptcy Law
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 1-770-535-7722

July 10-12, 2003
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Securities, and Bankruptcy
            Eldorado Hotel, Santa Fe, New Mexico
               Contact: 1-800-CLE-NEWS or

December 3-7, 2003
      Winter Leadership Conference
         La Quinta, La Quinta, California
            Contact: 1-703-739-0800 or

April 15-18, 2004
      Annual Spring Meeting
         J.W. Marriott, Washington, D.C.
            Contact: 1-703-739-0800 or

December 2-4, 2004
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to are encouraged.  


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

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

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

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

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

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

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

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

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

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

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