TCR_Public/021014.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, October 14, 2002, Vol. 6, No. 203    

                          Headlines

ADELPHIA COMMS: Seeks Nod to Enter into Surety Pact with Hanover
ADVANCED GLASSFIBER: Hires Carl Marks' Restructuring Pros
ADVANCED TISSUE: Files for Chapter 11 Reorganization in Calif.
ADVANCED TISSUE: Case Summary & 20 Largest Unsecured Creditors
ADVANCED TISSUE: Selling Dermagraft to Smith & Nephew for $12MM

AIMGLOBAL: TSX Knocks Off Shares for Failing to Meet Standards
ALDERWOODS GROUP: Teamster Funeral Directors Authorize Strike
ANC RENTAL: Consolidating Operations at Orlando Airport
ASPEN TECHNOLOGY: S&P Ratchets Corporate Credit Rating Down to B
ATCHISON CASTING: Deloitte & Touche Withdraws Latest Report

AVAYA INC: Completes $2.1M U.S. Air Force Communications Network
BANYAN STRATEGIC: Northlake Closing Date Further Moved to Friday
BIG CITY RADIO: Considering Bankruptcy Filing as Last Option
BIRMINGHAM STEEL: Hires Sellers Richardson as Tax Accountants
BUDGET GROUP: Enters into Master Franchise Pact with Verwaltung

CANNON EXPRESS: Unable to File FY 2002 Financial Reports on Time
CAPITOL COMMUNITIES: Modifies $3M Line of Credit with Boca First
CAPITOL CONSULTANTS: Wilshire Fin'l Buys Minority Stake in WCC
CATHAY ENERGY: TSX Venture Exchange Delists Shares
CINCINNATI MICROWAVE: The Final Page of a Five-Year Bankruptcy

CONSOLIDATED FREIGHTWAYS: Continues Marketing All U.S. Assets
COURTYARD BY MARRIOTT: S&P Cuts Low-B Rating on Weak Performance
CUTTER & BUCK: Concludes Probe and Restatement of Financials
DIRECTRIX INC: Files Suit Against Playboy for Nixing Agreement
DOMAN: Will Make Semi-Annual Interest Payment on 8.75% Sr. Notes

EDISON MISSION: S&P Places Credit Ratings on Watch Negative
EMAGIN: Extends Travelers' Convertible Note Maturity to Oct. 31
ENRON: Committee Seeks to Recoup Andersen Preferential Transfers
ENRON CORP: Court Approves Sale of Enron Center South to Intell
FLAG TELECOM: Successfully Emerges from Chapter 11 Proceeding

FRISBY TECHNOLOGIES: Nasdaq Hearing on Appeal Slated for Nov. 14
GENTEK INC: Files for Chapter 11 Reorganization in Delaware
GENTEK INC: Case Summary & 39 Largest Unsecured Creditors
GLOBAL CROSSING: Proposes Uniform Plan Solicitation Procedures
GLYCOGENESY INC: Posts $5.2MM Equity Deficit After Restatement

GOLDMAN INDUSTRIAL: Taps Atlas Partners as Real Property Agent
GST TELECOM: Makes $13MM Second Distribution to Unsec. Creditors
HUNTSMAN: S&P Assigns B+ Corp. Credit Rating After Restructuring
ICG COMMS: Delaware Court Confirms Modified Reorganization Plan
INTEGRATED TELECOM: Will Commence OTCBB Trading Effective Thurs.

INVENTRONICS: Reaches Bank Agreement re Defaults on Credit Pact
JDN REALTY: Post Merger Announcement Prompts S&P to Keep Watch
KASPER ASL: Has Until Nov. 5 to Solicit Acceptances of Plan
KEY3MEDIA GROUP: Pamela C. Alexander Resigns as Director
KMART: Asks Court to Okay Music Settlement Pact with Universal

LEVEL 8 SYSTEMS: Requests Appeal of Nasdaq Delisting Notice
METALS USA: Selling Two Assets to Allied Properties for $2.5-Mil
MOBILE TOOL: Seeking Okay to Hire Rothberger Johnson as Counsel
MORGAN STANLEY: Fitch Affirms Low-B Ratings on 4 Cert. Classes
NATIONSRENT: Gets Committee's Nod on Brief Exclusivity Extension

NETWORK ACCESS: New Deadline for Lease Decisions is Dec. 3, 2002
NEWCOR: Wins Nod to Stretch Plan Proposal Period to October 25
PINNACLE HOLDINGS: New York Confirms Second Amended Ch. 11 Plan
PRISM COMM: Makes Initial Distribution to Unsecured Claimholders
RURAL CELLULAR: Receives Nasdaq Notice of Potential Delisting

SAFETY-KLEEN: Court Okays Grant Thornton as Tax Accountants
SIERRA PACIFIC: S&P Reaffirms B Credit Rating over New Financing
SONO-TEK CORP: Balance Sheet Insolvency Down to $746K at Aug. 31
SUNBEAM CORP: Plan Confirmation Hearing Slated for November 20
SUN HEALTHCARE: Wants Until Jan. 27 to Challenge Disputed Claims

UNITED AIRLINES: Union Coalition Supports Stabilization Efforts
UNITED RENTALS: Weak Performance Spurs S&P to Keep Watch on BB+
US AIRWAYS: Hiring FTI Following Firms' Acquisition of PwC Unit
US AIRWAYS: Piedmont Pilots Ratify Restructuring Pact
US AIRWAYS: Allegheny Pilots Ratify Restructuring Pact

USEC INC: S&P Affirms BB Credit Rating with Negative Outlook
VELOCITA: Obtains Exclusivity Extension through January 24, 2003
VENUS EXPLORATION: 3 Creditors File Invol. Bankruptcy Petition
VENUS EXPLORATION: Chapter 11 Involuntary Case Summary
VIASYSTEMS GROUP: Asks Court to Appoint BSI as Claims Agent

WILLIAMS CONTROLS: 109 Employees Initiates Strike in Portland
WINSTAR: Trustee Retains Herrick as Special Litigation Counsel
WORLDCOM: Wants to Pull Plug on Broadwing Master Service Pact

* Jefferies Names Jim Nikolai as Chief Administrative Officer

* BOND PRICING: For the week of October 14 - October 18, 2002

                          *********

ADELPHIA COMMS: Seeks Nod to Enter into Surety Pact with Hanover
----------------------------------------------------------------
In the ordinary course of their cable business, Adelphia
Communications and its debtor-affiliates need to maintain surety
credit for various obligations including:

-- "performance" and "franchise" bonds that guarantee the
   ACOM Debtors' obligations to municipalities under cable
   franchise agreements;

-- "pole attachment" bonds that guarantee the ACOM Debtors' use
   of owners' poles in connection with the Debtors' furnishing
   of cable service;

-- "contract" and "permit" bonds that guarantee the ACOM
   Debtors' contractual or permit obligations;

-- "miscellaneous" bonds that guarantee the ACOM Debtors' prompt
   payment of all obligations and charges arising under
   underlying agreements; and

-- "games of chance" bonds, as required by the General Business
   Law of the State of New York, guaranteeing the ACOM Debtors'
   obligations in engaging in games, contests or other
   promotions or advertising plans in New York.

Prior to the Petition Date, Hanover issued over 850 surety bonds
amounting to $80,000,000, on the ACOM Debtors' behalf.

The ACOM Debtors seek the U.S. Bankruptcy Court for the Southern
District of New York's authority to enter into a Surety Credit
Agreement with Hanover Insurance Company.  According to Paul V.
Shalhoub, Esq., at Willkie Farr & Gallagher LLP, in New York,
the Agreement:

A. secures from Hanover continued surety credit -- both on
   existing bonds and new bonds -- necessary for the
   postpetition operation of the ACOM Debtors' businesses during
   the course of these Chapter 11 cases; and

B. resolves a related dispute between the ACOM Debtors and
   Hanover regarding the adequacy and effectiveness of the
   prepetition termination notices sent by Hanover with respect
   to certain surety bonds issued by Hanover for the benefit of
   the ACOM Debtors prior to the Petition Date.

The Agreement requires that the ACOM Debtors seek the Court's
authority to continue to pay and perform:

A. all obligations secured by existing bonds and new bonds, and

B. all outstanding and undisputed, prepetition obligations
   arising out of Franchise Agreements and Pole Attachment
   Agreements.

The principal provisions of the Agreement are:

A. Term:  Hanover will maintain and provide surety credit until
   the earlier of:

   -- consummation of a Chapter 11 plan, or

   -- June 24, 2004.

   The Debtors may extend the Maturity Date by an additional six
   months by providing 100% collateralization of the aggregate
   penal amount of all outstanding Existing Bonds and New Bonds
   as of the Maturity Date;

B. Payment of Bonded Obligations:  The Debtors will seek
   authorization to continue to pay all obligations secured by
   the Existing Bonds and generally to perform all prepetition
   and postpetition obligations secured by Existing Bonds and
   New Bonds; provided, however, that the Debtors will not be
   compelled to assume any executory contract in connection with
   obtaining any approval.  Notwithstanding the foregoing,
   the Debtors will be entitled to reject agreements, contracts
   and obligations secured by Existing Bonds; provided, however,
   that up to $2,000,000 of damage claims arising from the
   Rejected Contracts will not be subject to Hanover's
   reimbursement and collateralization rights under the
   Agreement and, with respect to the cap, Hanover will have the
   right to assert a prepetition unsecured claim against the
   Debtors;

C. Payment of Franchise & Pole Fees:  The Debtors will seek
   authorization to pay all outstanding and undisputed
   prepetition fees relating to obligations under the Franchise
   & Pole Agreements;

D. Bonding Commitment:  Subject to Hanover's standard
   underwriting practices, Hanover will renew and keep in effect
   all Existing Bonds, with no additional underwriting review
   and at current levels of pricing until the Maturity Date or
   the Extended Maturity Date, as applicable.  Subject to
   Hanover's standard underwriting practices, Hanover will
   consider approval of New Bonds up to $95,000,000;

E. Franchise and Pole Fees Account:  The Debtors will create and
   maintain a segregated, interest-bearing bank account into
   which it will deposit an amount equal to the greater of:

   -- all accrued but unpaid obligations under its Franchise &
      Pole Agreements, and

   -- the aggregate amount of the its estimated obligations
      under its Franchise & Pole Agreements for the 90 days
      immediately after the date the account is adjusted as
      assurance for payment of franchise obligations and pole
      attachment obligations secured by Existing Bonds and New
      Bonds.

   The amount held in the Franchise and Pole Fees Account will
   be subject to quarterly adjustment.  The funds in the
   Franchise and Pole Fees Account will be held in trust and
   will be disbursed solely for payment of the Debtors'
   obligations under the Franchise and Pole Agreements in the
   event the Debtors fail to pay all obligations as they come
   due, subject to applicable grace periods, if any, and the
   Debtors' right to dispute these obligations in good faith,
   through bankruptcy court proceedings or otherwise.  Each of
   the parties will have the right to request on an expedited
   basis that the Bankruptcy Court authorize the application of
   funds from the Franchise and Pole Fees Account to cure any
   default by the Debtors on a franchise or pole attachment
   obligation secured by Existing Bonds or New Bonds;

F. Initial Collateral:  With respect to all Existing Bonds, the
   Debtors will post collateral in the form of cash deposits or
   one or more irrevocable letters of credit in a form
   reasonably acceptable to Hanover in an amount equal to 50% of
   the total exposure of the Existing Bonds to secure the
   Debtors' indemnity and reimbursement obligations for both:
   
   -- prepetition claims, and

   -- postpetition claims against the Existing Bonds.

   The aggregate amount of the Initial Collateral will be
   subject to quarterly adjustment as Hanover's total penal sum
   exposure under Existing Bonds is increased or decreased,
   accordingly. Hanover will continue to hold the Initial
   Collateral until Hanover is provided satisfactory evidence
   that Hanover's obligations under the Existing Bonds secured
   by the Initial Collateral have been released, transferred or
   discharged;

G. Additional Collateral:  With respect to any New Bonds, the
   Debtors will post collateral in the form of cash deposits or
   one or more irrevocable letters of credit in an amount equal
   to 75% of the penal amount of each New Bond and 75% of the
   amount of the incremental increases in the penal sum of the
   Existing Bonds to secure the Debtors' indemnity and
   reimbursement obligations under the New Bonds.  Hanover will
   be entitled to use Additional Collateral in an amount equal
   to 50% of the total penal amount of New Bonds to supplement
   the Initial Collateral and satisfy postpetition claims
   against Existing Bonds.  Hanover will continue to hold the
   Additional Collateral until Hanover is provided satisfactory
   evidence that Hanover's obligations under the New Bonds
   secured by the Initial Collateral have been released,
   transferred or discharged;

H. Limitation on Collateral:  Under no circumstances will
   Hanover be entitled to collateral protection of more than
   100% of the outstanding aggregate penal amount of all
   Existing Bonds and New Bonds.  To the extent that any
   combination of the Initial Collateral, the Additional
   Collateral and the funds held in the Franchise and Pole Fees
   Account exceeds 100% of the outstanding aggregate penal
   amount of all Existing Bonds and New Bonds, the Excess
   Collateral will be released and returned to the Debtors.  The
   parties agree that in reducing Excess Collateral, the amount
   deposited in the Franchise and Pole Fees Account will be
   reduced first before Hanover is required to return any
   Initial Collateral or Additional Collateral;

I. ABIZ Related Issues:  The Debtors will have no obligation to
   collateralize or pay obligations arising from bonds issued by
   Hanover on behalf of ABIZ and any of its direct or indirect
   subsidiaries and affiliates, and these obligations will not
   have the benefit of any of the collateral described and will
   not be covered by these terms and conditions; provided that
   Hanover reserves the right to assert a prepetition unsecured
   claim against the Debtors for ABIZ obligations that the
   Debtors guaranteed under that certain General Agreement of
   Indemnity, dated as of November 20, 2001 and the Debtors
   reserves its rights to object to any claim on any ground;
   and provided further that Hanover reserves its rights as a
   creditor of ABIZ to seek recovery from the Debtors should
   there be any subsequent determination that the Debtors are
   obligated to pay the debts and obligations of ABIZ; and

J. Superpriority Administrative Claim Status:  To the extent not
   otherwise satisfied by the Initial Collateral, Additional
   Collateral, or in the case of franchise bonds and pole
   attachment bonds, the Franchise and Pole Fees Account, all
   losses incurred by Hanover on account of Existing Bonds and
   New Bonds will constitute superpriority administrative
   expense claims, subject and subordinate to:

   -- the Carve-Out as defined in the Final DIP Order;

   -- the DIP Obligations;

   -- Intercompany Claims, Intercompany Liens and Postpetition
      Intercompany Advances; and

   -- the Adequate Protection Obligations.

According to Mr. Shalhoub, the Agreement provides the critical
need for continued surety credit -- both in terms of new
postpetition surety credit and the maintenance of prepetition
surety credit provided by the Existing Bonds.  In terms of
postpetition bonding, the Debtors believe that the pricing and
other terms of the New Bonds and renewals of Existing Bonds are
at least competitive with what they could have achieved in the
marketplace.  In addition, although the Debtors dispute the
effectiveness of Hanover's prepetition notices of termination,
as well as Hanover's entitlement to stay relief to terminate the
remaining Hanover Bonds, a prompt consensual resolution of the
parties' dispute is critical to these cases.

Mr. Shalhoub believes that Hanover would have pressed its claims
that it validly had terminated over $60,000,000 in surety bonds
prepetition without the agreement.  While the Debtors dispute
the effectiveness of those notices, the Debtors contend that the
continuing uncertainty in the marketplace created by Hanover's
termination notices and the absence of a surety credit facility
on a go-forward basis require a prompt resolution of this
matter. Even if the Debtors were ultimately successful in
litigation with Hanover, the Debtors remain exposed during a
likely protracted litigation period to claims by third parties
for failure to maintain adequate surety credit to guarantee the
Debtors' obligations to those third parties.  As a result, the
dispute with Hanover, unless resolved, threatens to embroil the
Debtors in litigation not only with Hanover but with other
parties as well.

Moreover, Hanover could not be compelled to renew Existing Bonds
as they come up for renewal or to issue New Bonds as the
Debtors' needs for additional surety credit arise.  Thus,
irrespective of the dispute with Hanover over Existing Bonds,
the Debtors must secure an ongoing surety credit facility in
order to operate their businesses.

While the Debtors were negotiating with Hanover, Mr. Shalhoub
relates that they actively canvassed the surety market in order
to determine whether they could replace Hanover.  Based on these
efforts, the Debtors have concluded that they are unable to
secure a replacement surety facility.  All other potential
surety facilities considered by the Debtors were inadequate to
service the Debtors' total bonding needs and would have required
100% or greater collateralization of all surety bonds.  Thus,
the Debtors conclude that it is a reasonable exercise of their
business judgment to use estate property in the manner
contemplated by the Agreement.

With respect to the Debtors' request that they be authorized to
satisfy prepetition fees and other obligations under the
Franchise & Pole Agreements, Mr. Shalhoub notes that this Court
already has approved the $44,700,000 payment for various
federal, state and local regulatory fees and taxes, including,
inter alia, franchise and other fees, pursuant to the First Day
Order. Accordingly, to the extent authority was not already
obtained from this Court pursuant to the First Day Order, the
Debtors seek incremental relief on the belief that honoring
their obligations under the Franchise & Pole Agreements is
consistent with and supported by the Debtors' business judgment.  
The Debtors' belief is based on these reasons:

-- As the Debtors are a party to 3,000 different Franchise
   Agreements and in excess of 1,000 different Pole Attachment
   Agreements, it would be extremely time consuming and
   impractical to review each provision of these agreements to
   determine to what it extent it includes an associated bonding
   requirement;

-- As most if not all of the Franchise & Pole Agreements are
   executory contracts that are fundamental to the operation of
   the Debtors' core-business and likely to be assumed at some
   point, the payment of prepetition franchise obligations and
   pole attachment fees pursuant to the Agreement merely affects
   the timing of the payment of these obligations; and

-- Inasmuch as the Debtors are in the process of negotiating
   renewals and extensions of many of their franchises and have
   spent countless hours and expended substantial resources
   responding to inquiries from local franchising authorities in
   respect of overdue prepetition fees, payment of all
   prepetition franchise obligations will significantly reduce
   the administrative burden on the estates and stop the accrual
   of late fees and interest associated with overdue,
   prepetition franchise obligations. (Adelphia Bankruptcy News,
   Issue No. 19; Bankruptcy Creditors' Service, Inc., 609/392-
   0900)

DebtTraders reports that Adelphia Communications' 8.750% bonds
due 2007 (ADEL07USR4) are trading between 23 and 25. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL07USR4
for real-time bond pricing.    


ADVANCED GLASSFIBER: Hires Carl Marks' Restructuring Pros
---------------------------------------------------------
Advanced Glassfiber Yarns LLC said that in connection with the
long planned retirement of its President, Robert Pistole, the
Company has engaged Marc L. Pfefferle and Gary Bernhardy (both
of the Carl Marks Consulting Group LLC) as Chief Restructuring
Officer and Chief Operating Officer, respectively.  Mr. Pistole,
who has been the Company's President since 2000, will remain
with the Company on a full-time basis through the end of October
to aid in effectuating a smooth and seamless transition.
Thereafter, he will remain in an advisory role through the end
of December 2002. The Company also announced that Philippe
Porcher has stepped down as its Chief Executive Officer but will
continue in his role as Chairman of the Board of Directors.

Separately, the Company announced that it is continuing in its
ongoing negotiations with its senior secured lenders and certain
holders of its senior subordinated notes. The Company noted that
while proposals have been exchanged with representatives of the
foregoing creditor constituencies, no definitive agreements have
yet been reached and there can be no assurance that the Company
will be successful in achieving a consensual restructuring of
such senior secured or subordinated indebtedness.

Advanced Glassfiber Yarns, headquartered in Aiken, SC, is one of
the largest global suppliers of glass yarns, which are a
critical material used in a variety of electronic, industrial
construction and specialty applications.


ADVANCED TISSUE: Files for Chapter 11 Reorganization in Calif.
--------------------------------------------------------------
Advanced Tissue Sciences, Inc., (NASDAQ: ATIS) has filed a
voluntary petition for reorganization under Chapter 11 of the
U.S. Bankruptcy Code in the United States Bankruptcy Court for
the Southern District of California. A filing under Chapter 11
allows a company to continue operating in the ordinary course of
business while it evaluates and formulates its restructuring
plans.

As part of the filing, the company also filed a "363 motion" to
allow the free and clear sale of its interest in the Dermagraft
joint venture to Smith & Nephew, its partner in the joint
venture, in a manner that would assure uninterrupted
availability of Dermagraft(R) and TransCyte(R) to doctors and
patients as well as human collagen for Inamed. If approved by
the court, Smith & Nephew would purchase the company's interest
in their joint venture and related assets for $12 million, which
includes $10 million in cash and assumption of $2 million of
indebtedness. As a result, after the closing of the transaction,
ATIS will cease to fund the costs of the joint venture.
Consummation of the transaction is subject to a number of other
conditions including no material adverse changes and approval of
the bankruptcy court. The company is seeking an expedited
hearing date on this matter within the next 30 to 45 days.

ATIS also announced that, subject to approval by the bankruptcy
court, it has an agreement for up to $5 million of Debtor-in-
Possession financing from Smith & Nephew in order to finance the
operations of the company for 60 days while the company seeks
court approval of the sale. Any amounts advanced by Smith &
Nephew under the financing agreement will reduce the purchase
price in the sales transaction. The amount of the financing is
not representative of the company's anticipated future rate of
expenditure as it includes the company's financing obligations
to the Dermagraft joint venture.

If the sale to Smith & Nephew is consummated, the companies will
enter into a manufacturing and supply agreement under which
Smith & Nephew will manufacture dermal fibroblast products for
future applications other than wound care such as cardiovascular
and periodontal. Smith & Nephew would also manufacture human
collagen and extra cellular matrix for aesthetic and surgical
products markets and NouriCel(TM) for cosmetic and other
applications. The rights for uses of these products outside of
wound care will remain with Advanced Tissue Sciences. Since
collagen has been manufactured by the Dermagraft joint venture
for the company, that manufacturing relationship is expected to
continue and the company expects to receive collagen royalty
payments from Inamed.

Subject to closing of the transaction, Smith & Nephew intends to
offer jobs to about 115 current ATIS employees. At this time it
is anticipated that about 35-40 employees would remain at ATIS
after the sale. Approximately 70 positions have been eliminated
as part of the restructuring of the company and ATIS expects to
take a charge of approximately $5 million relating to the
restructuring. However the amount of such a charge will be at
least partially dependent upon the approval of the bankruptcy
court to make certain payments.

"We are deeply disappointed at having to take this step," said
Arthur J. Benvenuto, ATIS chairman, president and CEO. "While we
continue to be pleased with the clinical performance of
Dermagraft for the treatment of diabetic foot ulcers and
TransCyte for burns, as we look ahead, our forecasts indicate
ongoing significant financing requirements to bring the joint
venture to profitability.

"Given the current uncertainty regarding capital markets, we had
limited responsible alternatives and difficult choices for ways
that could both sustain current operations for the wound care
products while preserving alternative approaches to business
opportunities for the company.

"Assuming approval of this arrangement with Smith & Nephew, we
believe we will be better situated to apply our resources more
effectively and get current cash value for our wound care
products while knowing that Smith & Nephew will continue, on an
uninterrupted basis, to provide Dermagraft and TransCyte to the
patients who need them," Benvenuto said.

Chris O'Donnell, Chief Executive of Smith & Nephew said
"Dermagraft and TransCyte are offering excellent therapeutic
benefits to patients. Whilst it is disappointing that Advanced
Tissue Sciences cannot continue to fund the Dermagraft joint
venture, we believe it will benefit both Smith & Nephew and
wound care patients to acquire control and realize the full
potential of these products."

ATIS and Smith & Nephew have also decided to dissolve their
NeoCyte joint venture to develop human cartilage and postpone
the preclinical trials that were upcoming. As a result of the
dissolution of the NeoCyte joint venture, ATIS and Smith &
Nephew will both have rights to pursue the cartilage technology
going forward.

The company also announced that it intends to withdraw the 10
million share shelf registration it filed with the SEC in June.

The company's board of directors is still assessing details of
the restructuring plan and has retained an independent firm to
analyze the value of the company under alternative approaches to
business opportunities and capital structure.

Advanced Tissue Sciences is redefining tissue repair and
transplantation with human-based products developed and derived
from its patented tissue-engineering technology. More
information on Advanced Tissue Sciences is available at
http://www.advancedtissue.com


ADVANCED TISSUE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Advanced Tissue Sciences, Inc.
        10933 North Torrey Pines Road
        La Jolla, California 92037-1005
        (858) 713-7800

Bankruptcy Case No.: 02-09988

Type of Business: Advanced Tissue Sciences, Inc., is engaged in
                  the development and manufacture of human-
                  based tissue products for tissue repair and
                  transplantation.

Chapter 11 Petition Date: October 10, 2002

Court: Southern District of California (San Diego)

Judge: James W. Meyers

Debtor's Counsel: Craig H. Millet, Esq.
                  4 Park Plaza, Suite 1800
                  Irvine, CA 92614
                  (949) 451-3986
                  Fax : (949) 475-4651

                  and

                  Eric J. Fromme, Esq.
                  Gibson, Dunn & Crutcher LLP
                  4 Park Plaza Suite 1800
                  Irvine, CA 92614
                  (949) 451-3850
                  Fax : (949) 475-4760

Total Assets: $32,200,000

Total Debts: $16,900,000

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Chase Manhattan Bank                                $5,000,000   
125 London Wall
London EC2Y 5AJ
United Kingdom

Hyclone Laboratories Inc.                             $133,673

Blue Cross of California                              $115,000

Charles River Laboratories                             $65,500

ARE Pines LLC                                          $64,367

Morgan Lewis & Bockius                                 $50,000

VWR Scientific, Inc.                                   $43,605

Sigma Aldrich Marketing Inc.                           $43,195

Avail Medical Products                                 $34,686

Marsh Risk Insurance                                   $25,000

Wallace Commercial Press                               $17,919

Nalge Nunc International                               $17,534

Invitrogen Corp.                                       $16,801

Ion Beam Applications, Inc.                            $14,618

Prudential Cleanroom                                   $13,263

Decon Labs Inc.                                        $11,610

State Board of Equalization                            $10,701

Sani-Tech West                                         $10,027

Pennie & Edmonds LLP                                   $10,000

Clifford Chance Rogers & Wells LLP                     $10,000     


ADVANCED TISSUE: Selling Dermagraft to Smith & Nephew for $12MM
---------------------------------------------------------------
Smith & Nephew plc, (NYSE: SNN) the global advanced medical
devices company, announces that Advanced Tissue Sciences, Inc.,
(NASDAQ: ATIS) is petitioning the court concerned to allow Smith
& Nephew to acquire ATIS' 50% share of the Dermagraft joint
venture for $12 million.

This is following the announcement by ATIS that it is filing a
voluntary petition for reorganization under Chapter 11 of the US
Bankruptcy Code.

ATIS is a US-based tissue engineering company and Smith &
Nephew's partner in a joint venture for the marketing and
manufacture of Dermagraft(R), a tissue-engineered dermal
replacement for use in treating hard-to-heal diabetic foot
ulcers, and TransCyte(R), a temporary skin cover for treating
serious burns.

Subject to certain conditions and the approval of the bankruptcy
court, the acquisition should be completed by the end of the
year. In the meantime Smith & Nephew will work with the
management of ATIS and advance up to $5 million of the
acquisition consideration, so as to maintain continuity of
supply of Dermagraft(R) and TransCyte(R) and achieve an orderly
transition of skills and resources from ATIS.

The acquisition of ATIS' share of the joint venture will require
Smith & Nephew to bear an increased share of the start-up costs
of the venture of some $18m over 2003 and 2004. This is more
than counterbalanced by the benefit of attaining full control
and with breakeven targeted in 2005 and 100% of profits
thereafter. Smith & Nephew's underlying mid-teens EPS growth
target remains unchanged.

Since the US launch of Dermagraft(R) last year, clinicians have
received the product favorably and reimbursement for
Dermagraft(R) is progressing to plan. Coverage policies for the
use of Dermagraft(R) in treating diabetic foot ulcers have now
been established to cover about half of the potential Medicare
beneficiaries. Combined sales of Dermagraft(R) and TransCyte(R)
are expected to reach $8 million during 2002.

Chris O'Donnell, Chief Executive of Smith & Nephew, said:
"Dermagraft(R) and TransCyte(R) are offering excellent
therapeutic benefits to patients. Whilst it is disappointing
that Advanced Tissue Sciences cannot continue to fund the
Dermagraft(R) joint venture, we believe it will benefit both
Smith & Nephew and wound care patients to acquire control and
realize the full potential of these products.'

Smith & Nephew is a global advanced medical devices company with
a highly successful track record in developing, manufacturing
and marketing a wide variety of innovative and technologically
advanced tissue repair products. These products are primarily in
the areas of bone, joints, skin and other soft tissue. Smith &
Nephew has extensive marketing and distribution capabilities,
with established sales in more than 90 countries.

Smith & Nephew ADRs, each equivalent to ten ordinary shares,
trade on the New York Stock Exchange under the symbol SNN. Smith
& Nephew ordinary shares trade on the London Stock Exchange.
Shares are quoted on the SEAQ System, and prices may be accessed
on the Reuter Equities 2000 Service under the symbol SMN.L, on
Bloomberg under the symbol SNN, and on Quotron under the symbol
SMU.EU. For further information, visit Smith & Nephew's Web site
at http://www.smith-nephew.com


AIMGLOBAL: TSX Knocks Off Shares for Failing to Meet Standards
--------------------------------------------------------------
The common shares of AimGlobal Technologies Company Inc.,
(Symbol: AGT) are suspended from trading effective immediately,
for failure to meet the continued listing requirements of the
TSX.


ALDERWOODS GROUP: Teamster Funeral Directors Authorize Strike
-------------------------------------------------------------
Funeral directors represented by Teamsters Local 727
overwhelmingly voted to authorize a strike against Alderwoods-
owned funeral homes in the Chicagoland area.  The vote came
after the union filed unfair labor practice charges against the
company.

Local 727 has been negotiating a contract for its 59 members at
10 Alderwoods Group, Inc., (Nasdaq: AWGI) funeral homes and one
funeral services storefront since April.  No strike deadline has
been set, as talks continue. Both sides agreed to have a
mediator present at the negotiations on Thursday, October 3.

"While nearly 600 of the city's funeral home directors are
working under a new contract, Alderwoods continues to play games
at the negotiating table," said Richard Lohrstorfer, a
bargaining committee member and a 28-year funeral director with
Weinstein's Funeral Home.  "We care about this community, we
know the families and clergy we work with.  When Alderwoods was
coming out of bankruptcy, we were asked to make economic
sacrifices to help the company.  We just want a fair settlement
that is representative of the what the rest of the city's
funeral directors received."

Last week, after only seven weeks of bargaining, Local 727
settled a contract with the Funeral Directors Services
Association, which bargains on behalf of 193 Chicagoland funeral
homes.  The FDSA formed as an employer association in 1962.  
Though it has never offered an explanation, Alderwoods pulled
out of the FDSA bargaining group after the homes it owns had
bargained through the FDSA as far back as 1962.

The current Alderwoods proposal includes numerous regressive
proposals including:

     * Elimination of the funeral directors' pension plan;

     * Elimination of the current health plan and replacing it
       with a more expensive, less comprehensive plan that
       requires premium-sharing by the employees; and

     * Elimination of health insurance for part-time workers.

"Being a funeral director isn't just a job, it's a calling.  We
help people through the toughest times of their lives.  It
simply disturbs me that Alderwoods seems to want to push us into
a corner, where our relationship with the community could be
destroyed," said Frank Zefran, a third generation funeral
director and bargaining committee member.  "I've cared for
families in my community for 20 years.  We have the opportunity
to settle this contract at the bargaining table, and that's
where we want to settle it."

Local 727 has represented Chicago's funeral directors and
embalmers since 1946 and represents more than 5,000 working men
and women in the greater Chicagoland area.  It is an affiliate
of the International Brotherhood of Teamsters, a 1.4 million-
member union based in the United States and Canada.

Alderwoods Group's June 15, 2002 balance sheets show that its
total current liabilities exceeded its total current assets by
about $39 million.


ANC RENTAL: Consolidating Operations at Orlando Airport
-------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates sought and
obtained approval from the U.S. Bankruptcy Court for the
District of Delaware to allow them to reject the Alamo Bus
Permit and to assume the National Concession Agreement and the
National Lease and assign them to ANC. The agreements were
entered into with the Greater Orlando Aviation Authority, the
controlling authority at the Orlando International Airport in
Orlando, Florida.

The assignment will allow ANC to operate both the National and
Alamo tradenames at the airport.  As of the date of the Motion,
National owes the airport authority $476 in pre-petition
expenses and $994,834 in post-petition expenses.  In addition,
Alamo owes the Authority $846,272.00 in pre-petition expenses.  
Alamo does not owe the Authority any post-petition amounts.

The Debtors will also pay any postpetition debt outstanding to
the airport authority arising pursuant to the Alamo Bus Permit.

The relief obtained will result in savings of over $10,199,000
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)


ASPEN TECHNOLOGY: S&P Ratchets Corporate Credit Rating Down to B
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Aspen Technology Inc., to single-'B' from single-'B'-
plus, following the company's announcement that it expects to
report sales in the September 2002 quarter lower than previously
expected. As a result, efforts to restore profitability and
positive cash flow are likely to be delayed.

At the same time, the rating on Aspen's subordinated debt was
also lowered, to triple-'C'-plus from single-'B'-minus.

The outlook remains negative on the Cambridge, Massachusetts-
based provider of software to the process industries. Aspen had
total debt, including convertible preferred shares, of $148
million at June 2002.

Aspen now expects to report sales for the September 2002 quarter
of about $77 million, instead of the previously forecast $84
million, following a shortfall in license revenues in the
company's supply chain management software segment. While
substantial additional spending cuts to stem ongoing operating
losses are expected, the timing for software spending decisions
in Aspen's markets is expected to be less predictable over the
near term, challenging the company's efforts to resize costs in
line with sales.

"The negative outlook reflects uncertainties as to when customer
spending for Aspen's software applications will stabilize, as
well as the challenges the company faces realigning its cost
structure," said Standard & Poor's credit analyst Emile
Courtney. "Failure to stem cash usage rates could result in a
downgrade."

Aspen's software products focus on process manufacturing,
specializing in chemicals, petrochemicals, and petroleum
segments. Aspen competes against other specialized process
industry software providers, as well as large, diversified
supply-chain-applications providers.


ATCHISON CASTING: Deloitte & Touche Withdraws Latest Report
-----------------------------------------------------------
Atchison Casting Corporation (OTC Bulletin Board: AHNC.OB)
announced that on October 9, 2002 its former auditor, Deloitte &
Touche LLP, notified the Company that Deloitte's report dated
September 28, 2001 on the consolidated financial statements of
ACC and its subsidiaries as of June 30, 2001 and 2000 and for
each of the three years in the period ended June 30, 2001 should
no longer be relied upon or associated with those consolidated
financial statements.  Deloitte had issued an unqualified
opinion in connection with its audit of ACC's financial
statements for such years, except for a going concern
modification related to fiscal year 2001.

Deloitte indicated that such report was being withdrawn because
information had come to its attention which, had it been known
to Deloitte at the date of the report, would have affected
Deloitte's report.

As previously announced, ACC dismissed Deloitte as its auditor
on April 16, 2002.  On July 26, 2002, ACC filed a complaint
against Deloitte in Philadelphia County, Pennsylvania for
negligence, professional malpractice, negligent
misrepresentation and breach of contract.  ACC believes that
Deloitte breached its duties to perform audit and consulting
services by failing to act with reasonable and ordinary care,
with the ordinary skill and diligence of the accounting
profession, and in conformity with professional standards such
as Generally Accepted Auditing Standards and Generally Accepted
Accounting Principles.  Deloitte filed a counterclaim against
ACC on September 13, 2002 alleging that ACC was aware of
information related to improper activities of certain employees
in Pennsylvania and failed to disclose such information to
Deloitte.  On September 24, 2002, Deloitte filed a third party
claim against certain officers and employees of ACC and others
alleging, among other things, that such officers and employees
withheld material information in connection with such improper
activities.  The Company believes that Deloitte's claims against
it and ACC's officers and employees have no merit and will
vigorously defend itself.

Management believes that the consolidated financial statements
present fairly, in all material respects, the financial position
of the Company and its subsidiaries as of June 30, 2001 and
2000, and the results of operations and cash flows for each of
the three years in the period ended June 30, 2001.

ACC produces iron, steel and non-ferrous castings for a wide
variety of equipment, capital goods and consumer markets.

                          *    *    *

As reported in Troubled Company Reporter's August 15, 2002
edition, Atchison Casting executed a Thirteenth Amendment and
Forbearance Agreement in which, among other things, the date to
reduce outstanding loan commitments was extended from July 31,
2002 to October 15, 2002.


AVAYA INC: Completes $2.1M U.S. Air Force Communications Network
----------------------------------------------------------------    
Avaya Inc. (NYSE: AV), a leading global provider of
communications networks for businesses and government, completed
a $2.1 million communications network for the U.S. Air Force 1st
Fighter Wing Command Post at Langley Air Force Base, Virginia.

Based on Avaya's DEFINITY(R) Enterprise Communications Server
(ECS)-part of the company's portfolio of Enterprise Class IP
Solutions (ECLIPS)-the new network links voice communications
for the 1st Fighter Wing Command Post with an air-to-ground
radio network used for flight control.  As a result, Air
Force personnel can make calls and schedule conferences across
the two systems, including contact with pilots who are in the
air.

The network was purchased by Langley's 1st Communications
Squadron, which supports the new F-22 aircraft at Langley and
provides critical communications services to the 1st Fighter
Wing, Headquarters Air Combat Command, and the Aerospace Command
and Control Intelligence Surveillance and Reconnaissance Center.

Among the features of the new network is an emergency override
capability called MultiLevel Precedence and Preemption (MLPP).  
MLPP responds to national security demands by ensuring that
critical calls override other system traffic in times of
emergency.  The Avaya DEFINITY ECS was the first switch of its
size to be certified by the Department of Defense's Joint
Interoperability Test Center at Ft. Huachuca, Ariz. to meet MLPP
requirements.

"Our objective is to provide the Air Force with a highly
reliable solution that meets their needs today and offers an
evolutionary path to Internet telephony, wireless and other
technologies," said Bob Fortna, president of Avaya's Government
Solutions business.  "Avaya's ECLIPS portfolio does exactly
that, allowing the Air Force to blend circuit-switched and
packet-based communications and to move to a fully converged
network at their own pace."

To support the mission-critical needs of the Air Force, Avaya's
DEFINITY server features a 99.999% reliability rate and is sized
for 10,000 base users.

The installation and integration efforts at Langley were managed
by Avaya Services, an organization of more than 10,000 Avaya
employees who design, implement, manage and service both Avaya
and multivendor networks worldwide. The Services team also
managed the efforts of three subcontractors:  Alpha Technology
Group for infrastructure wiring; Compunetix for a touch-screen
interface between Avaya's communications server and the Air
Force's radio network; and Starcom for specialized cabinetry.
    
Avaya Inc., designs, builds and manages communications networks
for more than one million businesses around the world, including
90 percent of the FORTUNE(R) 500.  A world leader in secure and
reliable Internet Protocol (IP) telephony systems,
communications software applications and services, Avaya is
driving the convergence of voice and data applications across IT
networks, enabling businesses large and small to leverage
existing and new networks to enhance value, improve productivity
and gain competitive advantage.  For more information visit the
Avaya Web site: http://www.avaya.com

                        *   *   *

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

DebtTraders reports that Avaya Inc.'s 11.125% bonds due 2009
(AV09USR1) are trading between 61 and 63. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AV09USR1for  
real-time bond pricing.    


BANYAN STRATEGIC: Northlake Closing Date Further Moved to Friday
----------------------------------------------------------------
Banyan Strategic Realty Trust (OTC Bulletin Board: BSRTS) has
entered into an amendment with the proposed purchaser of
Banyan's ground lease interest in the Northlake Tower Festival
Mall (suburban Atlanta, Georgia), extending the closing date
from October 10, 2002 to October 18, 2002.  The extension was
necessitated by, among other things, the fact that the purchaser
had not yet obtained all of the approvals of the required rating
agencies necessary for closing.  In addition, formal consent to
the transaction has not yet been received from the owner of the
land upon which the shopping center is situated.  Rating agency
approval is required for the purchaser's assumption of the first
mortgage debt that encumbers the property, and the land owner's
consent is required by the applicable ground lease.

Banyan stated that it has been advised that all issues have been
resolved between the purchaser and the ground lessor, and a
proposed amendment to the existing ground lease has been
tendered to the rating agencies for approval. The review of this
amendment has delayed the approval from the rating agencies.  
Banyan further noted that the final rating agency (Moody's) has
indicated that an answer can be reasonably expected by October
14, 2002.

Banyan indicated that both the company and the purchaser intend
to work together to accomplish the remaining steps in order to
close on or prior to the October 18, 2002 closing date.  If the
final rating agency approval is not received by such time, or
any other condition precedent to closing is not satisfied, the
purchaser may terminate the contract without penalty.

Banyan Strategic Realty Trust is an equity Real Estate
Investment Trust that adopted a Plan of Termination and
Liquidation on January 5, 2001. On May 17, 2001, the Trust sold
approximately 85% of its portfolio in a single transaction.  
Other properties were sold on April 1, 2002 and May 1, 2002.
Banyan now owns a leasehold interest in one (1) real estate
property located in Atlanta, Georgia, representing approximately
9% of its original portfolio. This property is subject to a
contract of sale, currently scheduled to close on October 18,
2002.  Since adopting the Plan of Termination and Liquidation,
Banyan has made liquidating distributions totaling $5.45 per
share.  As of this date, the Trust has 15,496,806 shares of
beneficial interest outstanding.

See Banyan's Web site at http://www.banyanreit.com


BIG CITY RADIO: Considering Bankruptcy Filing as Last Option
------------------------------------------------------------
Big City Radio, Inc., (Amex:YFM) announced that the staff of the
Federal Communications Commission has denied the Company's
application to upgrade one of its' Los Angeles stations from
Class A to Class B1.

The Company is considering its alternatives in light of the
denial, including an appeal or a motion for reconsideration.

The Company also provided an update with respect to the payment
of interest on its 11-1/4% Senior Discount Notes due 2005. As
previously disclosed, the Company does not have sufficient cash
to make the semi-annual interest payment on the Notes, which was
due September 15, 2002. Pursuant to the indenture governing the
Notes, the thirty-day grace period within which the Company can
make the interest payment will expire tomorrow, October 15,
2002. Thereafter, an event of default under the indenture will
exist. The Company is considering various alternatives including
the sale of assets and the restructuring of the Notes, although
there are no assurances that any such sales or restructuring
will be consummated. In the absence of such sales or
restructuring, the Company may need to file for protection under
the United States bankruptcy laws.

Big City Radio, Inc., owns radio broadcast properties in or
adjacent to major metropolitan markets and utilizes innovative
engineering techniques and low-cost, ratings-driven operating
strategies to develop these properties into successful
metropolitan radio stations. Big City Radio currently owns and
operates radio stations in New York, Los Angeles and Chicago,
three of the largest radio markets in the United States, and an
in-house radio rep firm.


BIRMINGHAM STEEL: Hires Sellers Richardson as Tax Accountants
-------------------------------------------------------------
Birmingham Steel Corporation and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Sellers, Richardson, Watson, Haley & Logan,
LLP as their Tax Accountant.

Greg P. Logan, a partner with Sellers Richardson, has been
employed by the Debtors as their tax accountant since 1988. This
engagement gives Sellers Richardson a detailed understanding of
the Debtors' business and tax liabilities.

The Debtors will require the assistance of the Firm in the
preparation of tax returns, and to perform any and all other tax
accounting functions necessary to the administration of the
bankruptcy estate.

The professional services that Sellers Richardson will render
include:

  a) preparation of the Debtors' 2000 federal and state tax
     returns;

  b) preparation of the Debtors' 2001 federal and state tax
     returns; and

  c) other tax accounting services required by the Debtors as
     part of their bankruptcy case.

Sellers Richardson discloses that after the Petition Date, it
received a payment from the Debtors as a critical vendor on
account of its $98,460 pre-petition claim. The Debtors will
employ Sellers Richardson at the Firm's regular hourly rates:

          Greg P. Logan      Partner          $260 per hour
          Charles Sellers    Partner          $260 per hour
          Craig Mason        Senior Manager   $180 per hour
          Rob McCallum       Senior Associate $105 per hour
          Brooke Browning    Assistant        $66 per hour

Birmingham Steel Corporation manufactures and distributes steel.
Without limitation, the Debtors produce steel reinforcing bar
(rebar) for construction industry and merchant steel products
for fabricators and distributors across North America. The
Company filed for chapter 11 protection on June 3, 2002. James
L. Patton, Esq., Michael R. Nestor, Esq., Sharon M Zieg, Esq.,
at Young Conaway Stargatt & Taylor, LLP and John Whittington,
Esq., Patrick Darby, Esq., Lloyd C. Peeples III, Esq., at
Bradley Arant Rose & White LLP represent the Debtors in their
restructuring efforts. When the Company filed for protection
from its creditors, it listed $487,485,834 in assets and
$681,860,489 in total debts.


BUDGET GROUP: Enters into Master Franchise Pact with Verwaltung
---------------------------------------------------------------
Edmon L. Morton, Esq., Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, tells the U.S. Bankruptcy Court for the
District of Delaware that prior to 1997, Budget Group Inc.'s and
its debtor-affiliates' operations within Europe, the Middle East
and Africa were conducted through a master franchise agreement
between Budget Rent A Car International and Sixt Rent A Car, the
operator of the largest vehicle rental system in Germany.  Under
a master franchise agreement, the master franchisee is granted
exclusive rights to a country, subject to the exclusive rights
previously granted to sub-franchisees.  The master franchisee
assumes all of Budget International's duties and obligations to
the existing franchisees, except the duty to promote the brand
outside of the sub-franchisee's territory.  The royalty fees
payable by a master franchisee are 50% of what a sub-franchisee
pays to it.

However, Mr. Morton relates that the Sixt master franchise
agreement was terminated by Budget International in 1997 after
disputes arose and was replaced with a largely corporate-owned
and operated rental network.  Unfortunately, Budget
International's corporate-owned rental network proved to be
unprofitable.  During fiscal year 2000, Budget lost more than
$290,000,000 in Europe, with more than $14,000,000 of the losses
attributable to Germany.  Budget International then decided to
return to a franchisee-based network throughout Europe in an
effort significantly to reduce operating losses without damaging
the Budget brand.  Mr. Morton explains that this was to be
accomplished by drastically reducing the number of corporate-
owned vehicles and transitioning large numbers of car rental
locations from corporate status to franchise status.  In
Germany, Budget International's corporate operations were
reduced during the first half of 2001 to 35 locations while the
franchise operations were increased during the same period to 37
locations. Budget International also engaged several potential
licensees in negotiations over a potential new master franchise
agreement for Germany.

On September 2001, Budget International was in advanced
negotiations with Verwaltung, a wholly owned subsidiary of
Nordleas, for Verwaltung to become the master franchisee in
Germany.  However, due to the events of September 11, 2001,
Verwaltung withdrew from the negotiations.  Discussions resumed
in the first quarter of 2002 and in July 2002, the parties
finally came to terms on the Master Franchise Agreement.

The Debtors ask the Court to authorize Budget Rent A Car
International Inc., to enter into the Master Franchise
Agreement, dated July 3, 2002, with Verwaltung Dovenhof Leasing
and NL Nordleas AG.  The agreement will ensure the continuation
of the Debtors' operations in Germany.

Pursuant to the Master Franchise Agreement, Mr. Morton explains
that Budget International agreed to transfer the exclusive right
to use and market the Budget trademarks in Germany for a period
of 10 years, subject to Verwaltung's right to three successive
five-year renewal terms under certain conditions.  Verwaltung,
in exchange, would remit a stream of royalty payments.  There is
no initial franchise fee.  In consideration of the obligations
that it will assume, Verwaltung's royalty fees are staggered for
the first two years:

     -- 1.9% of revenue for 2003,

     -- 2.5% of revenue for 2004, and

     -- 3.5% of revenue thereafter.

Mr. Morton relates that the Master Franchise Agreement also
obligates Verwaltung to build the German operations and make
minimum marketing investments.  Verwaltung is also obliged to
make a capital investment as much as $500,000 necessary to
interface its travel agent reservations systems with the Budget
reservations systems.  Verwaltung is further obligated to assume
the entire infrastructure and liabilities of the Debtors' German
operations including employees, contracts, operating and
headquarters facilities.  Nordleas, pending the closing of the
Master Franchise Agreement, has guaranteed vehicle financing for
Budget's operations in Germany.

Mr. Morton tells the Court that the Debtors do not have a choice
but to execute the Master Franchise Agreement.  Budget
International can no longer support the Debtors' operations in
Germany.  It has maintained its German rental fleet during these
Chapter 11 cases only through Nordleas' Guarantee, and its
absence would precipitate cash operating losses of $200,000 per
month.

Mr. Morton relates that the liquidation of the Debtors' German
operations is not a viable alternative since Germany is the
Debtors' largest outbound market in Europe.  In addition, given
the integrated character of Europe, the loss of Germany would
significantly diminish the interest of any acquirer of Budget
International's operations. (Budget Group Bankruptcy News, Issue
No. 9; Bankruptcy Creditors' Service, Inc., 609/392-0900)    

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


CANNON EXPRESS: Unable to File FY 2002 Financial Reports on Time
----------------------------------------------------------------
Cannon Express, Inc., says its financial statements for the year
ended June 30, 2002, can't be filed within the time proscribed
by the Securities and Exchange Commission, as a result of
unresolved issues with respect to possible impaired assets and
negotiations with the Company's lenders.  The Company is
actively pursuing a resolution of these issues and believes that
it will resolve them within the extended period permitted by
Rule 12b-25.

It is anticipated that the Company's net loss before income
taxes will increase from $8.4 million in fiscal 2001 to
approximately $12 million for fiscal 2002.  Of this amount, it
is expected that approximately $2.2 million will be a loss on
impaired assets.  Currently, the Company is engaged
in discussions with its accountants, lenders and other creditors
to resolve questions regarding the disposition of these assets.


CAPITOL COMMUNITIES: Modifies $3M Line of Credit with Boca First
----------------------------------------------------------------
On September 27, 2002, Capitol Communities Corporation modified
a line of credit it has with Boca First Capital LLP, a Florida
limited liability limited partnership, and the controlling
shareholder of the Company.  The line of credit was first
entered into between the Company and Boca First on April 26,
2002, and subsequently modified to increase the line of credit
from $3,000,000.00 to $4,000,000.00 and to extend the maturity
date from November 1, 2003 to November 1, 2004.  The line of
credit has an initial interest rate of ten percent (10%) per
annum and will, on a quarterly basis, adjust to a rate which is
equal to the greater of ten percent per annum or one percent
(1%) above the prime rate, as  published in The Wall Street
Journal, in effect on that date.

As collateral for the line of credit, the Company has pledged
substantially all the assets of its wholly-owned subsidiary,
Capitol Development of Arkansas, Inc. The pledged assets include
as follows:  1,000 shares of common stock of the Operating
Subsidiary owned by the Company, representing one hundred
percent of the issued and outstanding shares; the 35.16 percent
interest in TradeArk Properties, LLC, a Michigan limited
liability company which owns viatical life settlement contracts
and real property in Maumelle, Arkansas; two notes receivable
payable on October 31, 2002 and March 26, 2005 with a face  
value of $1,070,000.00 and 1,000,000.00, respectively, with an
annual rate of interest of 6.25%; and real property of
approximately 250 acres located in Maumelle, Arkansas.

The line of credit is being used by the Company to fulfill its
debt obligations and for operating capital.


CAPITOL CONSULTANTS: Wilshire Fin'l Buys Minority Stake in WCC
--------------------------------------------------------------
Wilshire Financial Services Group Inc., (OTCBB:WFSG) purchased
the 49.99% minority interest in its subsidiary, Wilshire Credit
Corporation, from the receiver for Capital Consultants LLC. The
purchase price was $10.5 million. As a result of this purchase,
WFSG now owns 100% of WCC. In addition, the liquidation bond
associated with this minority interest, which would have
entitled the receiver to a $19.3 million preference upon
liquidation of WCC and the right to convert such interest into
WFSG's common stock, was terminated.

The purchase of the minority interest and cancellation of the
liquidation bond were completed pursuant to a settlement
agreement entered into on May 13, 2002, between WFSG and certain
other parties to resolve litigation which arose from the
financial collapse of CCL. The execution of the settlement
agreement does not affect WFSG's denial of all related claims.

For further information, please see its Web site --
http://www.wfsg.com-- for its Quarterly report on Form 10-Q and  
related communications.


CATHAY ENERGY: TSX Venture Exchange Delists Shares
--------------------------------------------------
Effective at the close of business October 7, 2002, the common
shares of Cathay Energy Inc. ("CYC.A") were delisted from TSX
Venture Exchange for failing to complete Exchange Listing
Requirements within 18 months of listing.  The securities of the
Company have been suspended since February 20, 2002.


CINCINNATI MICROWAVE: The Final Page of a Five-Year Bankruptcy
--------------------------------------------------------------
George W. Fels, the liquidating trustee for Cincinnati
Microwave, Inc., under a liquidating chapter 11 plan confirmed
by the U.S. Bankruptcy Court for the Southern District of Ohio
in January 1998, has wrapped-up the estate's affairs and asks
Judge Perlman to enter a final decree.

Under the Debtor's liquidating plan, all administrative and
priority claims were paid in full.  Unsecured creditors
recovered $5,277,742.44 in two distributions and realized a
37.58% recovery.  All assets, Douglas L. Lutz, Esq., at Frost
Brown Todd LLC reports, have been liquidated, all accounts
receivable have been collected, and all avoidable transfers have
been recovered.  In short, there's nothing left to do but enter
a final decree pursuant to 11 U.S.C. Sec. 350(a).

Mr. Fels faces two potential problems that he asks Judge Perlman
to clean-up when a final decree is entered:

     (A) the Liquidating Trustee is holding roughly $20,000 on
         account of unclaimed distribution checks for creditors
         he can't locate.  Mr. Fels asks Judge Perlman for
         permission to donate these funds to a qualified charity
         if claimants don't come forward by November 30, 2002;
         and

     (B) the Administrator for the CMI Profit Sharing Plan can't
         locate 14 former Cincinnati Microwave employees who are
         entitled to distributions.  The Administrator wants to
         return the funds and Mr. Fels doesn't want the money.  
         Mr. Fels asks Judge Perlman to authorize the
         Administrator to establish separate interest bearing
         IRAs for each of the 14 former employees at a local
         financial institution.  If the former employees don't
         claim the accounts, the money will escheat to the State
         of Ohio.

Additionally, the Liquidating Trustee asks Judge Perlman for
authority to dispose of and destroy all of the Reorganized
Debtors' records and other documents in his possession.

Cincinnati Microwave designed, manufactured and sold ESCORT,
PASSPORT and SOLO-brand radar detectors and other miniature
electronic communications devices.  The Company filed for
chapter 11 protection on February 14, 1997.  The radar detector
business was sold in 1997 to Escort Acquisition Corp., (a
company owned by Chicago businessman Matthew Coleman) for $10.9
million.  The Company's phone technology assets were sold to
Xsys New Media Technologies for $300,000 and the modem business
was sold to Sierra Wireless, Inc., for $110,000.


CONSOLIDATED FREIGHTWAYS: Continues Marketing All U.S. Assets
-------------------------------------------------------------
Consolidated Freightways Corporation (Pink Sheets:CFWEQ) has
completed delivery of freight remaining in its system and has
shut down its U.S. trucking operations.

The company also said it continues to market all of its U.S.
truck terminal properties and equipment, either individually or
as a whole. Assets for sale also include the company's
continuing operations in Canada and Mexico, and its freight-
forwarding subsidiary CF AirFreight.

(Interested parties can contact the company through its real
estate Web site http://www.cfterminals.com For bulk sale of all  
terminal properties or purchase of one of the company's stand-
alone subsidiaries, the company's investment bankers, Chanin
Partners, can be reached at 310/445-4010. For sales of
individual terminal properties contact the company's real estate
broker Transportation Property Company at 858/350-4050.)

"There is a great deal of interest in the company's assets,"
said Chief Executive Officer John Brincko. "We are conducting an
open process, assisting potential buyers with their due
diligence and evaluating proposals and offers on a daily basis.

"A number of substantial parties have come forward and are in
various stages of discussion with the company and in due
diligence. Our continuing objective in selling assets is to
maximize the value of the company's estate to benefit the
company's stakeholders," Brincko said.

The company said that approximately $50 million of individual
properties are expected to be sold at auction shortly. These
individual sales would occur even in the event of a sale of all
other terminal properties to a single buyer.


COURTYARD BY MARRIOTT: S&P Cuts Low-B Rating on Weak Performance
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Courtyard by Marriott II L.P. (CBMII) to single-'B'-
plus from double-'B'-minus and the rating on its senior secured
notes to single-'B'-minus from single-'B'.

The outlook remains negative. Bethesda, Maryland-based CBMII, a
hotel operator, has total debt outstanding of $441 million as of
the end of June 30, 2002 (excluding parent mezzanine debt).

"The downgrade follows CBMII's weaker-than-expected performance,
caused by a more moderate recovery in lodging industry than
previously anticipated," said Standard & Poor's credit analyst
Stella Kapur. She added, "As a result, CBMII's net house profit
will decline more than previously expected, resulting in a
smaller cash cushion available for senior note interest after
CMBS debt is paid." However, additional flexibility stems from
the subordinated status of certain obligations payable to
Marriott International.

Although the portfolio generated fairly stable cash flow during
the 1990s, it was materially affected by the recent decline in
lodging demand. CBMII experienced a 14.6% year-over-year revenue
per-available-room decline in the first half of 2002. The
Courtyard brand relies heavily on transient business traveler
demand, which is not expected to recover until the economy
improves. Standard & Poor's now expects that lodging industry
RevPAR will decline by 2%-3% for 2002, and increase in the low-
single digits in 2003.

The ratings reflect the firm's highly leveraged capital
structure and the ownership of nearly all the assets by a
special purpose entity, offset by its good quality select
service hotel portfolio, the strength of the firm's brand, and
CBMII's alignment with a strong hotel operator (Marriott
International).

The negative outlook reflects the expectation of reduced cash
flows in 2002 as a result of the more challenging lodging
environment. The ratings could be lowered if the operating
environment is weaker than expected during the intermediate
term, putting additional pressure on credit protection measures.


CUTTER & BUCK: Concludes Probe and Restatement of Financials
------------------------------------------------------------
Cutter & Buck Inc., (Nasdaq: CBUKE) announced results of its
internal investigation, which has led to restatement of its
financial statements. Since most of the restatement relates to
timing of revenue recognition on sales, there is virtually no
change in the company's cumulative net income or net worth for
the three years ended April 30, 2002. The company's net income
and net worth for the three years ended April 2002 were lowered
by less than 1%.

"We are pleased to remove the uncertainty about our financial
status," said Fran Conley, CEO. "The recent examination of our
books was more intensive than most companies will ever
experience. We dedicated an enormous amount of company staff and
resources to address the matter, and engaged a consultant with
CFO experience, along with two accounting firms and two law
firms, to assist in the review. We have a high degree of
confidence in the results. We had net book value of $82 million
or $7.75 per share as of July 31, 2002. We have working capital
of $74 million. Simply stated, Cutter & Buck continues to have a
strong financial position."

The company has restated its books to properly record certain
shipments to distributors which were originally booked as sales
but should have been recorded as consignments; to adjust for the
timing of revenue recognition on certain other sales
transactions; and to correct some accounting errors that were
discovered at the company's European subsidiary during the
process of closing down that operation.

Today the company filed with the Securities and Exchange
Commission its annual report on Form 10-K for the fiscal year
ended April 30, 2002, and its quarterly report on Form 10-Q for
the first quarter ended July 31, 2002. These reports, and charts
showing the effects of the restatement, are also available on
the company's Web site, at:

   http://www.cutterbuck.com/HouseKeeping/about_cb/default1.html  

"Although the restatement does not significantly impact our net
worth, we took this matter very seriously, and we have initiated
measures to ensure that it will not recur," said Conley. "The
managers responsible for circumventing company procedures and
those responsible for the related accounting are no longer with
the company. Every employee at Cutter & Buck is now more
sensitized to issues regarding our shipping practices. Every
employee has the responsibility to speak up about any actions
they consider even remotely questionable."

The company announced in August that it intended to restate
certain financial statements as a result of inaccurate reporting
of certain transactions and the improper recording of sales
entries. The irregularities were discovered by Conley, who had
been appointed CEO in April. A Special Committee of the Board of
Directors immediately started the investigation.

"This has been a very difficult time for all of us at Cutter &
Buck," said Conley. "Because we are proud of our people,
products, and customers, it was especially sad to discover these
failings in our company. It's difficult when we face
investigations and lawsuits. But I am proud of the way we have
handled this, and of our employees, who have kept focused on our
customers and our mission to provide the highest quality men's
and women's sportswear."

"As CEO and Chairman of the Board, I want to apologize to all
who have been affected by the actions which led to the
restatement. We are fixing what was wrong and we are making sure
it will never happen again. We are renewing our determination to
provide good service to our customers, and to continue to create
the finely-crafted garments they have come to expect from Cutter
& Buck," said Conley.

Conley indicated that the company hopes that its filings of the
10-K and the 10-Q will result in a favorable decision on the
delisting of the company's stock by NASDAQ. Informal inquiries
by NASDAQ and the SEC continue, and the company is cooperating
fully.

The company gave a very preliminary estimate that costs of the
investigation and restatement will be at least $4.5 million,
including the costs of the professionals doing the investigation
and responding to the NASDAQ and SEC inquiries, employee
retention programs, and increases in insurance costs.

"In recent weeks we have experienced some weakness in bookings
related to customers' uncertainty about our financial
condition," said Conley. "Hopefully that uncertainty is now
ended." The company expects sales for this fiscal year to be
lower than originally forecast. The effects of the port labor
dispute, the possibility of war, and the continuing weakness in
the stock market and in travel make it extraordinarily difficult
to forecast the rest of this fiscal year.

For the first quarter ended July 31, 2002, the company reported
net sales of  $36.6 million and a net loss of $1.6 million, or
$0.15 per share. This loss was after a pre-tax charge of $3.3
million related to abandoning excess warehouse space.

"In the first quarter, our basic business operations showed a
profit," said Conley. "The charge for abandoning excess
warehouse space changed our results to a net loss. Although
business in the first quarter was affected by the general
weakness in the economy, we are pleased with the overall
stability of the business."

Cutter & Buck designs and markets upscale sportswear and
outerwear under the Cutter & Buck brand. The Company sells its
products primarily through golf pro shops and resorts, corporate
sales accounts and specialty retail stores. Cutter & Buck
products feature distinctive, comfortable designs, high quality
materials and manufacturing and rich detailing.


DIRECTRIX INC: Files Suit Against Playboy for Nixing Agreement
--------------------------------------------------------------
On September 26, 2002 Directrix, Inc., filed a lawsuit against
Playboy Entertainment Group, Inc., a  wholly owned subsidiary of
Playboy Enterprises, Inc., in the United States Bankruptcy Court
for the Southern District of New York.

Directrix seeks damages arising out of, among other things,
Playboy's improper termination, on May 9, 2002, of a Master
Services Agreement with Directrix.  As a consequence of that
termination, Directrix was denied its contractual right to
develop and operate a 109,000 square foot Los Angeles based
teleport, master control and soundstage facility, thereby
causing Directrix to incur substantial damages.  Directrix also
seeks damages arising out of Playboy's separate breach of an
explicit rights agreement between the parties.  As consequence
of that breach, Directrix was denied its contractual right to
exploit licenses to various adult entertainment films.

The Complaint sets forth three separate counts for relief. Each
of the first and second counts seek compensatory damages in the
amount of at least $6 million arising out of Playboy's breach of
the Master Services Agreement.  The third count seeks
compensatory damages in the amount of at least $5 million
arising out Playboy's separate breach of the explicit rights
agreement.

Directrix provides playback and transponder services for adult
video content and can deliver programming by way of cable,
satellite, and the Internet. Directrix was spun off from Spice
Entertainment in 1999, following Spice's merger with Playboy. In
late 2001 the company announced an agreement to provide
commercial space and technical services to Playboy for a term of
15 years. As of September 30, 2001, the company reported a total
shareholders' equity deficit of $3 million.


DOMAN: Will Make Semi-Annual Interest Payment on 8.75% Sr. Notes
----------------------------------------------------------------
Herb Doman, Chairman of the Board of Directors of Doman
Industries Limited, and the Board of Directors, reported that
Doman has elected to make its semi-annual interest payment on
its outstanding US$388 million 8.75% senior unsecured notes
maturing 2004, initially scheduled for September 15, 2002.

Rick Doman, President & CEO, reported, "We continue to have
constructive discussions with our bondholders, and we are
encouraged by our progress thus far. Our objective remains to
achieve a restructuring of our public debt that has the support
of our bondholders and establishes a capital structure that will
enable Doman to be a strong, long-term competitor in the B.C.
coastal forest products industry."

                          *   *   *

As previously reported in the September 18, 2002 issue of the
Troubled Company Reporter, Standard & Poor's Ratings Services
lowered its long-term corporate credit rating on pulp and lumber
producer Doman Industries Ltd., to 'D' from double-'C', after
the company failed to make its September 15, 2002, interest
payment on its 8.75% US$388 million senior unsecured notes.

At the same time, the senior secured debt rating on the Duncan,
B.C.-based company was lowered to 'D' from triple-'C'-minus, and
the senior unsecured debt rating was lowered to 'D' from single-
'C'. The ratings were removed from CreditWatch, where they were
placed September 11, 2002, following the company's announced
intention to defer payment on the notes.


EDISON MISSION: S&P Places Credit Ratings on Watch Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its triple-'B'-minus
corporate credit ratings on Edison Mission Energy and Edison
Mission Marketing and Trading on CreditWatch with negative
implications. At the same time Standard & Poor's placed its
triple-'B'-minus senior unsecured rating and its double-'B'
rating on EME's preferred securities on CreditWatch with
negative implications.

"The CreditWatch action follows developments at EME's largest
subsidiary, Edison Mission Midwest Holdings Co., and its
affiliates, whereby financing covenants are now preventing cash
distributions to EME," said credit analyst Peter Rigby. EME had
planned to take a $175 million cash distribution last week, but
certain distribution test covenants unexpectedly blocked the
distribution.

Standard & Poor's is also placing its double-'B'-minus rating on
Mission Energy Holding Co., the Edison International subsidiary
holding company that holds the equity interests of EME, on
CreditWatch with negative implications as a result of the
distribution traps at EMMH. Finally, Standard & Poor's is
placing its triple-'B'-minus rating on Midwest Generation LLC's
pass through certificates--a direct EME payment obligation--on
Credit Watch with negative implications.


EMAGIN: Extends Travelers' Convertible Note Maturity to Oct. 31
---------------------------------------------------------------
eMagin Corporation and The Travelers Insurance Company entered
into an eighth amendment agreement to amend and extend the
maturity date of the Convertible Promissory Note dated August
20, 2001, issued  under the Note Purchase Agreement entered into
August 20, 2001 between eMagin and Travelers.  The amendment
agreement extends the maturity date of the Travelers Convertible
Note from September 30, 2002 to October 31, 2002.

In addition, eMagin and Mr. Mortimer D.A. Sackler entered into a
second amendment agreement to amend and extend the maturity date
of the Secured Promissory Note dated June 20, 2002, issued under
the Secured Note Purchase Agreement entered into June 20, 2002,
between eMagin and Sackler.  As well, eMagin and Sackler entered
into a second amendment agreement to amend and extend the
maturity date of the Secured Convertible Promissory Notes,
issued under the Secured Note Purchase Agreement entered into
November 27, 2001, between eMagin and Sackler, as amended by the
Omnibus Amendment, Waiver and Consent Agreement dated January
14, 2002, and the Subscription Agreements dated January 14,
2002.  The amendment agreements extends the maturity date of the
Sackler Secured Note and the Sackler Secured  Convertible Notes
from September 30, 2002 to October 31, 2002.

Additionally, eMagin and Ginola Limited, an assignee of Rainbow
Gate Corporation, entered into a second amendment agreement to
amend and extend the maturity date of the Secured Convertible
Promissory Note  dated November 27, 2002, issued under the
Secured Note Purchase Agreement entered into November 27, 2001,
between eMagin and Rainbow Gate Corporation, as amended by the
Omnibus Amendment, Waiver and Consent Agreement dated January
14, 2002. The amendment agreement extends the maturity date of
the Ginola Secured Convertible Note from September 30, 2002 to
October 31, 2002.


ENRON: Committee Seeks to Recoup Andersen Preferential Transfers
----------------------------------------------------------------
According to Douglas W. Henkin, Esq., at Milbank, Tweed, Hadley
& McCloy LLP, in New York, 90 days prior to the Petition Date,
Enron Corporation, together with its debtor-affiliates made
transfers to Andersen for a total of $9,969,511. The Andersen
Preferential Transfers were transfers of interests of the
Debtors' property for the benefit of Andersen, who was the
Debtors' creditor at that time.

Since the Debtors were insolvent at that time, the Andersen
Preferential Transfers enabled Andersen to receive on its
antecedent debt more than it would receive if:

   (i) the Debtors' cases were cases under Chapter 7 of the
       Bankruptcy Code;

  (ii) the Andersen Preferential Transfers had not been made;
       and

(iii) Andersen received payment of the Andersen Debt pursuant
       to the provisions of the Bankruptcy Code.

Thus, Andersen was the "initial transferee" of the Andersen
Preferential Transfers within the meaning of Section 550 of the
Bankruptcy Code.

Moreover, Mr. Henkin contends, the Andersen Preferential
Transfers are avoidable preferential transfers pursuant to
Section 547(b) of the Bankruptcy Code and the Debtors may
recover the value of the Andersen Preferential Transfers
pursuant to an order of this Court and Section 550 of the
Bankruptcy Code.

Accordingly, the Official Committee of Unsecured Creditors
believes that that Court should enter a judgment:

   (a) avoiding the Andersen Preferential Transfers pursuant to
       Section 547(b) of the Bankruptcy Code; and

   (b) allowing the Debtors to recover, pursuant to Section 550
       of the Bankruptcy Code, from Andersen, and directing
       Andersen pay to the Debtors, the full amount thereof,
       with lawful interest and costs of this action, including
       costs and reasonable attorneys' fees incurred in
       connection with the investigation and prosecution of the
       instant action. (Enron Bankruptcy News, Issue No. 44;
       Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Enron Corp.'s 7.625% bonds due 2004
(ENRN04USR1) are trading between 12 and 13. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRN04USR1
for real-time bond pricing.    


ENRON CORP: Court Approves Sale of Enron Center South to Intell
---------------------------------------------------------------
The U.S. Bankruptcy Court approved the sale of Enron Center
South to Intell Management and Investment Company, a private
real estate firm based in New York. After a two-day auction last
week with multiple bidders, Intell Management was the winner
with a bid of $102 million for the 40-story, 1.2 million-square-
foot building, an 1,100-car parking garage and a block of
downtown land encompassing 62,500 square feet.

The sale is scheduled to close by the end of the year.

"We are pleased with the outcome of this auction, and we believe
that this represents the maximum value for our creditors," said
Stephen F. Cooper, Enron interim CEO and chief restructuring
officer.

"We are very pleased to be acquiring this trophy asset in the
energy capital of the world," said Gary Barnett, president of
Intell Management and Investment Company.

Four floors of Enron Center South are currently occupied by
UBSWarburg Energy. The remainder of the building, the interior
of which still needs to be completed, is unoccupied.

Enron was represented by the real estate investment banking firm
of Holliday Fenoglio Fowler, LLP.

Intell and its affiliates have acquired a portfolio of over
8,000,000 square feet of commercial real estate over the last
ten years. Major projects include the W Hotel in Times Square, a
downtown Chicago historic building of 1,500,000 square feet
which has been redeveloped and converted to Class A space, a
current construction project on Boston harbor which will include
an Intercontinental Hotel and luxury high-rise condominiums, and
the Belnord, a trophy residential property on the upper west
side in New York.

Enron has significant electricity and natural gas assets in
North and South America. Enron's Internet address is
http://www.enron.com


FLAG TELECOM: Successfully Emerges from Chapter 11 Proceeding
-------------------------------------------------------------
FLAG Telecom Holdings Limited has successfully emerged from
Chapter 11 proceedings in the United States. Accordingly, FLAG
Telecom's ongoing business operations are no longer subject to
the restrictions imposed by the Chapter 11 process or the U.S.
Bankruptcy Court. The Company, which commenced Chapter 11
proceedings on April 12, 2002, has been reorganized as FLAG
Telecom Group Limited and will initially trade over the counter
under the symbol FLHLQ.

Concurrently, FLAG Telecom announced that it has appointed Mark
Spagnolo, a member of the Company's newly constituted Board of
Directors, to serve as its new interim Chief Executive Officer,
and that it has commenced a search for a permanent CEO.  Mr.
Spagnolo, an industry veteran who served as the President and
CEO of Metromedia Fiber Network, Inc., from 2001 to 2002 and of
UUNet from 1997 to 2000, will replace Andres Bande, who has
resigned as Chairman and CEO after five years with FLAG.  Mr.
Bande will act as an advisor to the CEO and the Board for the
remainder of this year.

Mr. Bande stated, "Mark and the new Board bring a wealth of
knowledge and experience to FLAG. I wish Mark, the Board members
and FLAG the utmost success."

"I am pleased to accept this position with FLAG," stated Mr.
Spagnolo. "On behalf of the Board, I'd like to wish Mr. Bande
well in his future endeavours. I'd also like to thank him and
each of the Company's employees, for their dedication and hard
work, which has led to the successful restructuring of the
Company. The Company, with the overwhelming support of its
creditors, has emerged from bankruptcy with a financially sound
capital structure and can now concentrate 100% of its energies
on implementing its business plan. We greatly appreciate the
tremendous support of our customers and vendors during the
Chapter 11 proceedings and look forward to continuing to regain
their confidence."

Mr. Spagnolo also acknowledged the strengths that the other
members of FLAG Telecom's new Board will provide to the Company,
"The depth of their experiences and their collective knowledge
of the telecommunications and financial industry will be
invaluable to FLAG Telecom as it looks to the future and builds
upon its long-standing commitment to its customers, vendors and
employees."

FLAG Telecom's developed global fiber-optic network, which has
been built with network segments and through collaboration with
third parties, remains intact. The FLAG network reaches key
high-volume destinations in Europe and the United States, as
well as a number of countries in Asia and the Middle East, and
enables the Company to service its established customer base of
over 130 worldwide customers. The Company's principal customers
are incumbent national operators, international licensed
telecommunications companies, emerging telecommunications
companies and ISPs.

FLAG Telecom's goal is to establish itself as a leading
independent global transport and network services provider. To
meet this end, the Company intends to continue to enhance the
connectivity between its own network and other networks to
enable new customers to readily move traffic onto the FLAG
Telecom global network, to deepen and broaden relationships with
its current customers and to expand the range of its products
and services.

FLAG Telecom is a leading global network services provider and
independent carriers' carrier providing an innovative range of
products and services to the international carrier community,
ASPs and ISPs across an international network platform designed
to support the next generation of IP over optical data networks.
Recent news releases and further information are on FLAG
Telecom's Web site at http://www.flagtelecom.com

DebtTraders reports that Flag Telecom Holding Ltd.'s 11.625%
bonds due 2010 (FTHL10USR1) are trading between 43 and 45. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FTHL10USR1
for real-time bond pricing.


FRISBY TECHNOLOGIES: Nasdaq Hearing on Appeal Slated for Nov. 14
----------------------------------------------------------------
Frisby Technologies, Inc. (Nasdaq: FRIZ), received notification
from Nasdaq that its oral hearing before a Nasdaq Listings
Qualifications Panel to appeal the determination of the Nasdaq
Listing Qualifications Staff to delist the company's common
stock from the Nasdaq SmallCap Market has been scheduled for
Thursday, November 14, 2002.

On October 4, 2002 the company announced that it had received a
letter from the Nasdaq Listing Qualifications Staff dated
September 30, 2002 indicating that the company does not comply
with certain continued listing requirements and that its common
stock would be delisted from the Nasdaq SmallCap Market at the
opening of business on October 8, 2002.  Pending completion of
the appeal process, the company's shares will continue to be
listed on the Nasdaq SmallCap Market.  The company cannot
provide any assurance that it will be successful in its efforts
to maintain continued listing.


GENTEK INC: Files for Chapter 11 Reorganization in Delaware
-----------------------------------------------------------
GenTek Inc., (OTC Bulletin Board: GNKI) a technology-driven
manufacturer of telecommunications and other industrial
products, announced that the Company and certain of its direct
and indirect subsidiaries in the United States and Canada have
filed voluntary petitions for reorganization under Chapter 11 of
the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the
District of Delaware.

The Company believes that the protection afforded by a Chapter
11 filing best preserves its ability to continue to serve its
customers and preserve the value and goodwill of its businesses,
while it implements a new strategic plan to deleverage the
Company's balance sheet and create an improved long-term capital
structure. The Company emphasized that the decision to file for
Chapter 11 protection does not relate to the company's
operations, which remain cash positive.

The Company believes that its available cash of approximately
$110 million and continued cash flow from operations should be
adequate to fund ongoing operations and meet all anticipated
obligations to customers, vendors and employees during the
Chapter 11 process, and that it will therefore have no
foreseeable need for debtor-in-possession financing. GenTek's
strong cash position permitted it to make approximately $32
million of principal and interest payments under the Company's
current credit agreements in the past two weeks.

GenTek expects to continue its normal worldwide operations
without any adverse impact on its ability to serve customers in
the United States and overseas. The Company has implemented
appropriate measures, such as building supplemental inventory,
designed to ensure uninterrupted deliveries to meet the needs of
its customers.

Like many other companies in the telecom sector, GenTek has had
to contend with a severe and prolonged downturn in capital
spending by telecom carriers and OEMs (original equipment
manufacturers), as well as adverse conditions in the credit
markets. The Company previously announced that it was in
discussions with its senior bank lenders and an ad hoc committee
of holders of its 11 percent Senior Subordinated Notes relating
to a potential restructuring plan. These discussions are
continuing and are expected to continue during the Chapter 11
process. The filing of a bankruptcy petition results in an
immediate acceleration of the Company's senior credit facility
and 11 percent Senior Subordinated Notes.

The Chapter 11 filing includes the Company's Canadian subsidiary
Noma Company, but does not include any other Canadian or other
non-U.S. subsidiaries.

GenTek Inc., is a technology-driven manufacturer of
telecommunications and other industrial products. Additional
information about the company is available on GenTek's Web site
at http://www.gentek-global.com


GENTEK INC: Case Summary & 39 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: GenTek Inc.
             Liberty Lane
             Hampton, New Hampshire 03842

Bankruptcy Case No.: 02-12986

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                         Case No.
     ------                                         --------
     Balcrank Products Inc.                         02-12987
     Big T-2 Company LLC                            02-12988
     Binderline Draftline, Inc.                     02-12989
     Con-X Corporation                              02-12990
     Definace, Inc.                                 02-12992
     Definace Kinematics Inc.                       02-12993
     Defiance precision Products, Inc.              02-12994
     Defiance Precision Products Management LLC     02-12996
     Defiance Precision Products Manufacturing LLC  02-12997
     Defiance Testing & Engineering Services, Inc.  02-12998
     Electronic Interconnect Systems, Inc.          02-12999
     Fini Enterprises, Inc.                         02-13000
     General Chemical Corporation                   02-13001
     HN Investment Holdings Inc.                    02-13002
     Hy-Form Products, Inc.                         02-13003
     Krone Digital Communications Inc.              02-13004
     Krone Incorporated                             02-13005
     Krone International Holding Inc.               02-13006
     Krone Optical Systems Inc.                     02-13007
     Krone USA, Incorporated                        02-13008
     Noma Corporation                               02-13009
     Noma O.P., Inc.                                02-13010
     PCT Mexico Corporation                         02-13011
     Printing Developments Inc.                     02-13012
     Reheis, Inc.                                   02-13013
     Toledo Technologies Inc.                       02-13014
     Toledo Technologies Management LLC             02-13015
     Toledo Technologies Manufacturing LLC          02-13016
     Vigilant Networks                              02-13017
     Waterside Urban Renewal Corporation            02-13018
     Noma Company                                   02-13019
     
Type of Business: The Debtor is the ultimate parent company of
                  an international enterprise that is engaged
                  in the technology-driven manufacturing of
                  communications products, industrial
                  components and performance chemicals.

Chapter 11 Petition Date: October 11, 2002

Court: District of Delaware (Delaware)

Debtors' Counsel: Mark S. Chehi, Esq.
                  Skadden, Arps, Slate, Meagher & Flom LLP
                  One Rodney Square, P.O. Box 636
                  Wilmington, DE 19899-0636
                  302-651-3000
                  Fax : 302-651-3160

                     - and -

                  D.J. Baker, Esq.
                  Skadden, Arps, Slate, Meagher & Flom LLP
                  Four Times Square
                  New York, NY 10036-6522
                  212-735-3000
                  Fax: 212-735-2000

Total Assets: $1,219,554,000

Total Debts: $1,456,000,000

Debtors' 39 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
U.S. Bank Trust National   Indenture Trustee for  $200,000,000
Association                11% Senior Sub. Notes  (aggregate
Romano Peluso                                     for all Notes        
100 Wall Street                                   
New York, NY 10005
Tel: 212-361-3866
Fax: 212-514-6808

Ingalls & Snyder LLC       Notes                   $34,000,000
Tom Boucher
61 Broadway
New York, NY 10006
Tel: 212-269-7897
Fax: 212-269-4177

Prudential Capital Group   Notes                   $31,985,000
Joshua Lipchin
Four Gateway Center
100 Mulberry Street
Newark, NJ 07102
Tel: 973-802-4984
Fax: 973-802-2333

Strong Capital             Notes                   $20,850,000
Mike Schoeller
8700 East Vista Bonita
Suite 264
Scottsdale, AZ 85255
Tel: 480-538-2806
Fax: 414-359-7910

Muzinith                   Notes                   $18,750,000        
Brian Clapp
450 Park Avenue
Suite 1804
New York, NY 10022
Tel: 212-888-1580
Fax: 212-888-4368

Blackrock                  Notes                    $8,150,000
Jeff Menspace
40 East 52nd Street
New York, NY 10022
Tel: 212-754-5340
Fax: 212-754-8756

Goldman Sachs Asset Mgt.   Notes                    $7,250,000  
32 Old Slip, 24th Floor
New York, NY 10015
Tel: 212-357-2737
Fax: 212-346-2810

Bank of Montreal           Notes                    $7,000,000
Monica Bonar
Three Times Square
New York, NY 10036
Tel: 212-605-1674
Fax: 212-605-1455

Trust Company of the       Notes                    $4,750,000
West  
Craig Rothmeyer
11100 Santa Monica Blvd.
Suite 2000
Los Angeles, CA 90025
Tel: 310-235-5972
Fax: 310-235-5968

Gen Re New England Asset   Notes                    $4,000,000
Andrew Brown
Farmington, CT 06032
Tel: 860-409-3272
Fax: 860-676-8712

Indosuez Capital           Notes                    $3,500,000
Chet Malhotra
666 Third Avenue
9th Floor
New York, NY 10017
Tel: 646-658-2243
Fax: 646-658-2274

Cincinnati Financial       Notes                    $2,500,000
Corp.  
Steve Soloria
6200 South Gilmore Road
Fairfield, OH 45014
Tel: 513-870-4620
Fax: 513-870-0609

Ralph M. Passino           Other                    $1,847,000
15 Jonathan Smith Road
Morristown, NJ 10006
Tel: 212-858-8352
Fax: 212-857-8384

Royal Bank of Canada       Notes                    $1,800,000
165 Broadway, 5th Floor
New York, NY 10006
Tel: 212-858-8352
Fax: 212-858-8284

James N. Tanis             Other                    $1,700,000
430 Spring Road
Ridgefield, CT 06877

Packard Electric Company   Trade debt               $1,674,000
Harry Liguore
Global Packaging Manager
Delphi
PO Box 431
Mail Stop 50H
Warren, Ohio 44486
Tel: 330-505-3072
Fax: 330-505-3180

Ares/Apollo Management     Notes                    $1,500,000
1999 Avenue of the Stars
Suite 1900
Los Angeles, CA 90067
Tel: 310-201-4228
Fax: 310-201-4171

Tyco Electronics Corp.     Trade debt               $1,499,000
Jack Warren
PO Box 3608
Harrisburg, PA 17105
Tel: 717-985-2425
Fax: 717-592-5185

Chartwell Investment       Notes                    $1,250,000
Partners
Andy Toburen
1235 Westlake Drive
Suite 400
Berwyn, PA 19312
Tel: 610-407-4849
Fax: 610-296-1430

James A. Wilkinson         Other                    $1,126,000
5285Riegels Harbor Road
Sarasota, FL 34242

Bo Klink                   Other                    $1,033,000
253 Island Green #20
Penrbrook, VA 24137

Alcoa                      Trade Debt                 $876,000
10th Floor
8550 West Bryn Mawr Avenue
Chicago, IL 60631
Tel: 1-800-323-9661
Fax: 773-380-6218

International Wire         Trade Debt                 $874,000
Charles Lovenguth
PO Box 13643
Fort Wayne, IN 46865
Tel: 315-245-2000
Fax: 315-245-1916

INA USA Corp.              Trade Debt                 $767,000
Bruce Warmbold, Pres.
308 Springhill Farm Road
Fort Mill, SC 29715

Universal Bearings, Inc.   Trade debt                 $268,000  
John Martin
PO Box 710349
Cincinnati, OH 45271
Tel: 574-546-2261
Fax: 574-546-5085

The Torrington Co.         Trade Debt                 $614,000
38701 Seven Mile Road
Suite 200
Livonia, MI 48152
Tel: 735-462-4870
Fax: 734-462-1934

Southern Star Shipping     Trade Debt                 $581,000
Co.       
712 Fifth Avenue
New York, NY 10019-41012
Tel: 212-554-0100
Fax: 212-957-1366

Polyone Corporation        Trade Debt                 $566,000
Tom Taylor, Dir. Of Sales
775 East Highland Road
Macedonia, OH 44056
Tel: 248-952-5956
Fax: 248-262-9985

Ovako Ajax, Inc.           Trade Debt                 $556,000
PO Box 75140
Charlotte, NC 28275
Tel: 803-628-2310
Fax: 803-684-1000

Molex Inc.                 Trade Debt                 $436,000
Maria Romero
222 Wellington Court
Lisle, IL 60532
Fax: 630-548-2858
Fax: 630-968-8356

De Amertek Corp. Inc.      Trade Debt                 $436,000
Todd Williams
PO Box 74385
Chicago, IL 60690-8385
Tel: 630-572-0800
Fax: 630-572-1183

Densimix                   Trade Debt                $4349,000
3355 West Alabama Street
Houston, TX 77227-7727
Tel: 713-627-1102
Fax: 713-450-1839

Metaldyne Sintered         Trade Debt                 $340,000
Components
Steve Krise, Plant Manager
HCR-1 Box 138 Steis Drive
Ridgeway, PA 15853-0249

Solvey Minerals            Trade debt                 $297,000
Mike Wood
3333 Richmond Avenue
Houston, TX 77098
Tel: 713-525-77098

Hampshire Chemical Corp    Trade Debt                 $261,000
39 Old Ridgebury Road
Danbury, CT 06817-0001
Tel: 800-232-2436
Fax: 603-886-1348

American Steel Treating,   Trade Debt                 $242,000    
Inc.

DaimlerChrysler            Trade Debt                 $240,000

Shell Chemical Company     Trade Debt                 $237,000

Vopak (Univar)             Trade Debt                 $234,000


GLOBAL CROSSING: Proposes Uniform Plan Solicitation Procedures
--------------------------------------------------------------
In connection with Global Crossing Ltd.'s and its debtor-
affiliates' recently filed Disclosure Statement and
Reorganization Plan, the Debtors ask the Court to:

-- fix a record date;

-- approve the notice and objection procedures in respect of
   confirmation of the Plan;

-- approve the Solicitation Packages and procedures for
   distribution thereof; and

-- approve the forms of ballot and establishment of
   procedures for voting on the Plan.

                      Fixing a Record Date

Michael F. Walsh, Esq., at Weil Gotshal & Manges LLP, in New
York, relates that in order to set a record date, the registrars
of the Debtors' securities need advance notice of two full
business days to enable those responsible for assembling
ownership lists of the Debtors' publicly traded debt and equity
securities to compile a list of holders as of a certain date.
Accurate lists often cannot be prepared retroactively as to
ownership on a prior date.  Accordingly, the Debtors ask the
Court to exercise its power under Section 105(a) of the
Bankruptcy Code and fix October 18, 2002 as the record date for
purposes of determining creditors entitled to vote on the Plan
or, in the case of non-voting classes, to receive the Notice of
Non-Voting Status.

               Confirmation Objection Procedures

In accordance with Rule 3017(c) of the Federal Rules of
Bankruptcy Procedure and in view of the Debtors' proposed
solicitation schedule, the Debtors ask the Court to scheduling
the confirmation hearing on December 4, 2002, which is 43 days
after the Disclosure Statement Hearing.  The proposed date for
the Confirmation Hearing will enable the Debtors to pursue
consummation of the Plan in a timely fashion.

In accordance with Bankruptcy Rules 2002 and 3017(d), the
Debtors propose to provide to all creditors and equity security
holders a copy of the Confirmation Hearing Notice setting forth:

A. the Voting Deadline for the submission of ballots to accept
   or reject the Plan,

B. the time fixed for filing objections to confirmation of the
   Plan, and

C. the time, date, and place for the Confirmation Hearing.

The notice will be sent together with the distribution of the
Solicitation Packages.

The Debtors also propose to publish the Confirmation Hearing
Notice, not less than 25 days before the deadline to file
objections to confirmation of the Plan, in the national and
international editions of The Wall Street Journal and the
Bermuda Sun.  The Debtors believe that publication of the
Confirmation Hearing Notice will provide sufficient notice to
persons who do not otherwise receive notice by mail.

The Confirmation Hearing Notice provides that objections to plan
confirmation or proposed modifications to the Plan must:

A. be in writing,

B. state the name and address of the objecting party and the
   amount and nature of the claim or interest of the party,

C. state with particularity the basis and nature of any
   objection or proposed modification, and

D. be filed, together with proof of service, with the Court and
   served so that they are received by the Clerk of the Court,
   attorneys for the Debtors, U.S. Trustee, attorneys for the
   Creditors' Committee, attorneys for the Administrative Agent,
   attorneys for Hutchison and attorneys for STT no later than
   4:00 p.m., prevailing Eastern Time, on November 22, 2002.

The proposed timing for service of objections and proposed
modifications will afford the Court, the Debtors, and other
significant parties-in-interest sufficient time to consider the
objections and proposed modifications before the Confirmation
Hearing.

The Debtors also request that the attorneys for the Creditors'
Committee and the Administrative Agent be authorized to serve
replies to any objections no later than December 2, 2002.

              Distribution of Solicitation Packages

After the Court approves the Proposed Disclosure Statement, the
Debtors propose to mail solicitation packages containing copies
of the Confirmation Hearing Notice and the Disclosure Statement
no later than October 28, 2002.

The Debtors propose to provide certain additional solicitation
materials in the Solicitation Packages.  Holders of claims in
classes entitled to vote to accept or reject the Plan will
receive:

A. an appropriate form of Ballot and a return envelope,

B. a letter from the Creditors' Committee recommending
   Acceptance of the Plan, and

C. any other materials as the Court may direct.

Mr. Walsh tells the Court that Solicitation Packages for holders
of claims against or interests in the Debtors within a class
under the Plan that is deemed to accept or reject the Plan will
not include a Ballot.  Instead, the Solicitation Packages for
these holders of claims and interests will include a Notice of
Non-Voting Status.  In addition, the Debtors ask the Court to
determine that they are not required to distribute copies of the
Plan or Disclosure Statement to any holder of an unimpaired
claim, unless the party makes a specific request in writing.

The Debtors also propose that Solicitation Packages not be sent
to creditors whose claims are based on either amounts scheduled
by the Debtors or timely proofs of claim in an amount less than
or equal to the amount scheduled for the claim by the Debtors if
the claims have already been paid in the full scheduled amount.

The Debtors anticipate that some Disclosure Statement Notices
may be returned by the United States Postal Service as
undeliverable. The Debtors believe that it would be costly and
wasteful to mail Solicitation Packages to the same addresses to
which undeliverable Disclosure Statement Notices were mailed.
Therefore, the Debtors seek the Court's approval for a departure
from the strict notice rule, excusing the Debtors from mailing
Solicitation Packages to those entities unless the Debtors are
provided with accurate addresses before October 25, 2002.

The Debtors propose to distribute to certain creditors one or
more Ballots.  Mr. Walsh explains that the forms for the Ballots
are based on Official Form No. 14, but have been modified to
address the particular aspects of these Chapter 11 cases and to
include certain additional information that the Debtors believe
to be relevant and appropriate for each class of claims or
interests.  The appropriate Ballot forms will be distributed to
certain holders of impaired claims that are entitled to vote.
All other classes are either unimpaired and presumed to have
accepted the plan or will receive no distribution and are deemed
to have rejected the plan.

With respect to the Ballots that will be sent to holders of
claims in Class D and E, the Debtors seek the Court's authority
to send Ballots to record holders of these claims, including,
without limitation, brokers, banks, dealers, or other agents or
nominees.  Each Voting Nominee would be entitled to receive
reasonably sufficient copies of Ballots and Solicitation
Packages to distribute to the beneficial owners of the claims
for whom the Voting Nominee holds these claims, and the Debtors
will be responsible for each Voting Nominee's reasonable costs
and expenses associated with the distribution of copies of
Ballots to the beneficial owners of these claims and tabulation
of the Ballots.  Additionally, each Voting Nominee would receive
returned Ballots from the beneficial owners, tabulate the
results, and return, these results to the Voting Agent in a
Master Ballot by the Voting Deadline, or arrange for beneficial
holders to receive "pre-validated" ballots for direct return to
the Voting Agent.

                   Notice of Non-Voting Status

The Debtors propose to send to holders of unimpaired claims, a
notice of non-voting status, which identifies the classes
designated as unimpaired and sets forth the manner in which a
copy of the Plan and Disclosure Statement may be obtained.  The
Debtors also ask the Court to determine that they are not
required to distribute copies of the Plan or Disclosure
Statement to any holder of an unimpaired claim, or party to an
executory contract who does not hold either an allowed filed or
a scheduled claim or who holds a scheduled claim listed as
contingent, unliquidated, or disputed, unless the party makes a
specific request in writing.

The Debtors propose to send a Notice of Non-Voting Status-
Impaired Classes, to the holders of the Debtors' publicly traded
stock as reflected in the records maintained by the Debtors
transfer agents and the trustee of any debt securities in non-
voting classes as of the close of business on the Record Date.
However, the Debtors recognize that the records maintained by
these transfer agents or trustees reflect the brokers, dealers,
commercial banks, trust companies, or other nominees through
which the beneficial owners hold the Non-Voting Securities.
Accordingly, the Debtors ask the Court to authorize:

A. the nominee stockholders to forward the Notice of Non-Voting
   Status-Impaired Classes or copies thereof to the beneficial
   stockholders within five business days of the receipt by the
   Nominee Stockholders of the Notice of Non-Voting Status; and

B. the Debtors to provide the nominee stockholders with
   sufficient copies of the Notice of Non-Voting Status-Impaired
   Classes to forward to the Beneficial Stockholders.

To the extent that the nominee stockholders incur out-of-pocket
expenses in connection with distribution of the Notice of Non-
Voting Status-Impaired Classes, the Debtors seek the Court's
authority to reimburse these entities for their reasonable,
actual, and necessary out-of-pocket expenses incurred in this
regard.

            Voting Deadline For Receipt Of Ballots

The Debtors anticipate commencing the solicitation period within
8 days after an order approving the Proposed Disclosure
Statement.  Based on this schedule, the Debtors propose that in
order to be counted as a vote to accept or reject the Plan, each
Ballot must be properly executed, completed, and delivered to
the appropriate Voting Agent by:

A. first-class mail, in the return envelope provided with each
   Ballot,

B. overnight courier, or

C. personal delivery,

so that it is received no later than 4:00 p.m., prevailing
Eastern Time, on November 22, 2002, which is 32 days after the
proposed commencement of the solicitation period.  The Debtors
contend that the solicitation period gives creditors enough time
to make an informed decision whether to accept or reject the
Plan.

Solely for purposes of voting to accept or reject the Plan and
not for the purpose of the allowance of, or distribution on
account of, a claim, and without prejudice to the rights of the
Debtors in any other context, the Debtors propose that each
claim within a class of claims entitled to vote to accept or
reject the Plan be temporarily allowed in an amount equal to the
claim as set forth in the Schedules.  If a claim for which a
proof of claim has been timely filed is not listed in the
Debtors' Schedules, the Debtors propose that the claim be
temporarily allowed for voting purposes only, and not for
purposes of allowance or distribution, at $1.  The general
procedure will be subject to these exceptions:

A. If a claim is deemed allowed in accordance with the Plan, the
   claim is allowed for voting purposes in the deemed allowed
   amount set forth in the Plan but only for the purposes of the
   Plan;

B. If a claim for which a proof of claim has been timely filed
   is, by its terms, contingent, unliquidated, or disputed, the
   Debtors propose that the claim be temporarily allowed for
   voting purposes only, and not for purposes of allowance or
   distribution, at $1;

C. If a claim has been estimated or otherwise allowed for voting
   purposes by order of the Court, the claim is temporarily
   allowed in the amount so estimated or allowed by the Court
   for voting purposes only, and not for purposes of allowance  
   or distribution;

D. If a claim is listed in the Schedules as contingent,
   unliquidated, or disputed and a proof of claim was not:

   -- filed by the applicable bar date for the filing of proofs
      of claim established by the Court or

   -- deemed timely filed by an order of the Court prior to the
      Voting Deadline, unless the Debtors have consented in
      writing,

   the Debtors propose that the claim be disallowed for voting
   purposes and for purposes of allowance and distribution
   pursuant to Bankruptcy Rule 3003(c); and

E. If the Debtors have served an objection to a claim at least
   10 days before the Voting Deadline, the Debtors propose that
   the claim be temporarily disallowed for voting purposes only
   and not for purposes of allowance or distribution, except to
   the extent and in the manner as may be set forth in the
   objection.

The Debtors believe that the proposed procedures provide for a
fair and equitable voting process.  If any creditor seeks to
challenge the allowance of its claim for voting purposes in
accordance with these procedures, the Debtors ask the Court to
direct the creditor to serve on the Debtors and file with the
Court a motion for an order pursuant to Bankruptcy Rule 3018(a)
temporarily allowing the claim in a different amount for
purposes of voting to accept or reject the Plan on or before the
10th day after the later of:

A. service of the Confirmation Hearing Notice, and

B. service of notice of an objection to the claim.

The Debtors further propose that as to any creditor filing the
motion, the creditor's Ballot should not be counted unless
temporarily allowed by the Court for voting purposes, after
notice and a hearing.

In addition, the Debtors ask the Court that:

-- whenever a creditor casts more than one Ballot voting the
   same claim before the Voting Deadline, the last Ballot
   received before the Voting Deadline be deemed to reflect the
   voter's intent and thus to supersede any prior Ballots; and

-- creditors must vote all of their claims within a particular
   class under the Plan, whether or not the claims are asserted
   against the same or multiple Debtors, either to accept or
   reject the Plan and may not split their votes.  Thus, a
   Ballot that partially rejects and partially accepts the Plan
   will not be counted.

The Debtors further propose that these Ballots not be counted or
considered for any purpose in determining whether the Plan has
been accepted or rejected:

A. any Ballot that is properly completed, executed, and timely
   returned to the Voting Agent, but does not indicate an
   acceptance or rejection of the Plan, or that indicates both
   an acceptance and rejection of the Plan,

B. any Ballot received after the Voting Deadline unless the
   Debtors will have granted in writing an extension of the
   Voting Deadline with respect to the Ballot,

C. any Ballot that is illegible or contains insufficient
   information to permit the identification of the claimant or
   interest holder,

D. any Ballot cast by a person or entity that does not hold a
   claim in a class that is entitled to vote to accept or reject
   the Plan,

E. any Ballot cast for a claim scheduled as unliquidated,
   contingent, or disputed for which no proof of claim was
   timely filed,

F. any unsigned Ballot, and

G. any Ballot transmitted to the Voting Agent by facsimile or
   other electronic means. (Global Crossing Bankruptcy News,
   Issue No. 24; Bankruptcy Creditors' Service, Inc., 609/392-
   0900)


GLYCOGENESY INC: Posts $5.2MM Equity Deficit After Restatement
--------------------------------------------------------------
GlycoGenesys, Inc. (NASDAQ:GLGS), a biotechnology company
focused on carbohydrate-based drug development, announced that
it will restate its balance sheet information at June 30, 2002
to present its Series A redeemable convertible exchangeable
preferred stock, with a carrying amount of $12.9 million,
outside of permanent equity. In its Form 10-Q for the quarter
ended June 30, 2002, the Company disclosed that it was in
discussion with the SEC regarding the possible reclassification
of its Series A preferred stock as temporary equity. The Series
A preferred stock was issued to Elan International Services,
Ltd., in connection with the formation in July 2001 of the
Company's joint venture with EIS, SafeScience Newco, Ltd., and
is exchangeable for the preferred shares of SafeScience Newco,
Ltd. held by the Company. This restatement will not affect net
loss or cash flows for the three or six months ended June 30,
2002, nor does it affect total assets.

If EIS exercises its exchange right, the Series A preferred
stock would be exchanged for a portion of the Company's interest
in SafeScience Newco, Ltd., which currently has no carrying
value on the Company's books. Such an exchange would result in
the placement of $12.9 million back into permanent shareholders'
equity. Similarly, if EIS elects to convert the Series A
preferred stock into common stock, the $12.9 million being
presented as temporary equity would return to permanent equity.
However, until the exchange right is exercised, or is cancelled,
or the preferred stock is converted into common stock, the
preferred stock will be classified as temporary equity.

The Company intends to amend its Form 10-Q for the quarter ended
June 30, 2002, to reflect this restatement.

GlycoGenesys' restated June 30, 2002 balance sheet shows a total
shareholders' equity deficit of about $5.2 million.

GlycoGenesys develops and licenses pharmaceutical and
agricultural products. The Company's human therapeutic product
GCS-100, formerly referred to as GBC-590, a unique compound to
treat cancer, has completed a Phase IIa human clinical trial in
both colorectal and pancreatic cancer. In February 2002, the
Company initiated a Phase I dose escalation trial of GCS-100 at
Sharp Clinical Oncology Research in San Diego, California. In
the area of agriculture, GlycoGenesys continues to seek
strategic alternatives for Elexa-4(R) Plant Defense Booster.
Further information is available on GlycoGenesys' Web site at
http://www.glycogenesys.com


GOLDMAN INDUSTRIAL: Taps Atlas Partners as Real Property Agent
--------------------------------------------------------------
Goldman Industrial Group, Inc., and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the District of
Delaware to retain Atlas Partners, LLC as their exclusive agent
for to market certain real property, nunc pro tunc to September
11, 2002.

Specifically, Bridgeport Machines, Inc., and Bryant Grinder
Corporation seek to retain Atlas as Exclusive Agent to sell
industrial buildings and land located at 237 Clinton Street in
Springfield, Vermont.

BG sold substantially all of its assets in a transaction
approved by this Court. Bridgeport is in the process of selling
substantially all of its assets. As a result of these sales, the
Debtor has no operations and thus no need for the Property.
Accordingly, the Debtor plans to market the Property for sale.

Atlas will assist the company's efforts to resolve and cure
issues raised by Phase One or Phase Two Environmental Site
Assessments or any other environmental testing.

Specifically, Atlas will:

   a) evaluate the Property to determine the present and future
      functionality so as to enhance the marketability and value
      of the Property;

   b) retain a local real estate broker who will work under the
      direction and control of Atlas, and who will assist in
      showing the Property;

   c) analyze all offers for purchase of the Property and make
      sure that all offerors are qualified and able to close
      their offers as submitted;

   d) oversee all negotiations and coordinate the due diligence
      and closing processes. Atlas will endeavor to have all due
      diligence-completed prior to the actual submission of
      binding offers.

Atlas will not provide:

   a) Legal services or extensive sale contract negotiations.
      Atlas will review the business terms of all documents, but
      will not be the "point person" for any legal negotiations.

   b) Property management services.

The Debtors agree to pay Atlas a marketing budget in the amount
of $15,000 as retainer for the expenses.  As fees for providing
the Sale Service, Debtors request to pay Atlas a Sale
Commission, whichever is greater:

   a) 6% of the gross sales price for the Property, or

   b) $60,000.

Apart from the Sale Commission, the Debtors will compensate
Atlas on an hourly basis for all environmental testing work:

           President              $400 per hour
           Managing Directors     $350 per hour

Goldman Industrial Group, Inc., with its affiliates, provide
metalworking machinery to manufacturers; marketing and selling
original equipment primarily to the aerospace, automotive,
computer, defense, medical, farm, construction, energy,
transportation and appliance industries. The Company filed for
chapter 11 protection on February 14, 2002. Victoria W. Counihan
at Greenberg Traurig, LLP represents the Debtors in their
restructuring efforts.


GST TELECOM: Makes $13MM Second Distribution to Unsec. Creditors
----------------------------------------------------------------
On or about October 7, 2002, GST Telecommunications Inc., and
its subsidiaries was to make their second distribution to
unsecured creditors for approximately $13,000,000.00, pursuant
to GST's Amended Joint Plan of Liquidation. This distribution is
1.74% of unsecured claims bringing the total distribution to
unsecured creditors to 34.81% of their allowed claims. The
Company had $129,680,030.00 in cash as of September 23, 2002.
The cash is held in various claim reserves and is to be
distributed quarterly depending on the resolution of claims
during each quarter.

As previously reported, on May 17, 2000, the Company and its
subsidiaries filed a voluntary petition for bankruptcy under
Chapter 11 of the United States Bankruptcy Code, Case No. 00-
1982 in the U. S. Bankruptcy Court for the District of Delaware
located in Wilmington, Delaware. The Company also reports
through its subsidiaries GST USA, Inc, GST Network Funding, Inc.
and GST Equipment Funding, Inc. During the course of the
proceeding, the Company operated its business and managed its
properties and assets as a debtor in possession. On December 3,
2001, the Company filed its First Amended Joint Plan of
Liquidation of GST Telecom Inc., et al. At a hearing before the
Court on February 16, 2002, the Company announced that the Plan
had been accepted by all classes eligible to vote on the Plan.

On April 18, 2002, the Court entered an order confirming the
Plan. On April 30, 2002, the Plan became effective and the
Company is now in liquidation pursuant to the terms of the Plan.


HUNTSMAN: S&P Assigns B+ Corp. Credit Rating After Restructuring
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its single-'B'-plus
corporate credit rating to Huntsman Co. LLC (formerly Huntsman
Corp.) and its recently restructured secured credit facilities,
consisting of a $938 million term loan A and a $450 term loan B,
both due 2007. At the same time, Standard & Poor's assigned its
double-'B' rating to the chemical company's $275 million
priority revolving loan facility due 2006, two notches above the
corporate credit rating to reflect the strength of the
collateral package supporting these obligations. Pro forma for
the completed restructuring actions, Salt Lake City, Utah-based
Huntsman Co. LLC will have nearly $1.6 billion of debt
outstanding. The outlook is positive.

"The completion of Huntsman's financial restructuring reduces
debt by approximately $775 million through the exchange of
existing notes for equity in a new holding company," said
Standard & Poor's credit analyst Kyle Loughlin. "This closes a
difficult chapter that began with the lapse of interest payments
during December 2001 and substantially improves Huntsman's
financial position," the analyst said. The restructured
financial profile will also benefit from an extended debt
maturity profile, and access to the new revolving credit
facility.

With approximately $2.5 billion in annual revenues, Huntsman Co.
is the largest privately held chemical company in North America.
Huntsman derives the majority of its sales from high-volume,
lower-value-added chemicals--base chemicals and commodity
petrochemical products. Many of the markets for Huntsman's
products are cyclical and sensitive to changes in the balance
between supply and demand, the price of raw materials, and the
level of general economic activity. Commodity chemicals are
manufactured in significant volumes, through capital-intensive
and continuous processes. Still, Huntsman's business mix is
bolstered by strong positions in a number of intermediate
products, good shares in the more attractive niches within the
polymers segment (and somewhat higher margins), and
contributions from surfactants and performance products. These
products are viewed as somewhat more attractive due to more
predictable end markets and fewer competitors. Recent results
have also reflected the benefit of Huntsman's integration model,
as the performance chemicals segment tends to benefit from lower
olefin prices, and vertical integration provides greater
opportunities to profit downstream. Huntsman's sizable MTBE
operations are among the largest in the U.S., but the product's
prospects are clouded by regulatory uncertainties and probable
loss of market to other gasoline additives. Huntsman's asset
base is almost entirely domestic, but facilities are of good
scale, benefit from recent modernization efforts, and are
located along the strategic U.S. Gulf Coast. Accordingly,
Huntsman should be well positioned to participate in the
recovery portion of the petrochemical cycle.

The positive outlook recognizes that Huntsman Co., could achieve
improvement to the financial profile if the recovery portion of
the cycle develops as expected, which would support a somewhat
higher rating. However, any upside would have to be supported by
a modest approach to growth-related spending that allows for
sustained improvement to the financial profile.


ICG COMMS: Delaware Court Confirms Modified Reorganization Plan
---------------------------------------------------------------
ICG Communications Inc., a facilities-based Internet and voice
services company, is emerging from U.S. Bankruptcy Chapter 11
protection. The bankruptcy Court confirmed the company's
Modified Plan of Reorganization following a recently completed
vote by ICG's creditors that overwhelmingly accepted the Plan.

"This is a great day for ICG, our customers and our employees,"
said Randall E. Curran, chief executive officer, ICG. "We have a
conservative balance sheet, adequate funding to provide quality
service to our customers and we continue to expand our network
footprint and product offerings."

Pursuant to the Modified Plan of Reorganization, ICG will
distribute approximately eight million new shares of common
stock to certain classes of creditors. The company's common
stock will be traded over the counter under the symbol ICGCV.
ICG will also issue warrants to certain creditors, which will be
traded over the counter under the symbol ICGCW.

ICG emerges with $25 million in exit financing, approximately
$205 million in short-term and long-term debt and $94 million in
cash. The company reported approximately $40 million in EBITDA
on approximately $500 million in revenue for the year ending
December 31, 2001. For the six months ended June 30, 2002, ICG
reported total revenue of $214 million and $35 million in
EBITDA.

ICG Communications, Inc., is a facilities-based Internet, data
and voice communications company with a national footprint and
extensive metropolitan fiber. The company's network assets span
more than 30 major metropolitan areas, including its
headquarters in Denver, Cleveland, Dallas, Los Angeles, San
Francisco, Seattle, Atlanta, New York, Boston and Washington
D.C.  ICG's products include managed Dial-up Internet access,
dedicated Internet access, voice and Internet Protocol solutions
and fiber optic transport services. ICG serves Internet service
providers, interexchange carriers and corporate customers with
flexible and reliable solutions. For more information about ICG
Communications, visit the company's Web site at
http://www.icgcom.com


INTEGRATED TELECOM: Will Commence OTCBB Trading Effective Thurs.
----------------------------------------------------------------
Integrated Telecom Express, Inc. (Nasdaq: ITXI), announced the
transfer of its common stock listing from the Nasdaq National
Market to the OTC Bulletin Board.  The Company previously stated
in its release dated October 8, 2002 that it had expected its
stock to be delisted from quotation on the Nasdaq Stock Market
due to its recently announced bankruptcy filing. On Friday,
October 11, 2002 ITeX shares will begin trading under the symbol
"ITXIQ."  The transfer of the Company's stock to the OTC
Bulletin Board will take effect at the opening of business on
October 17, 2002.


INVENTRONICS: Reaches Bank Agreement re Defaults on Credit Pact
---------------------------------------------------------------
Inventronics Limited (TSX:IVT), a designer and manufacturer of
custom enclosures for the communications, electronics and other
industries, reached an agreement with the Corporation's banker
in respect to certain defaults under its current credit
arrangements.

Inventronics has agreed to sell surplus equipment at its
manufacturing facility in Sherwood Park, Alberta, with the
proceeds to be used to satisfy the term loan principle payment
of $210,000, which was due September 30, 2002. The balance of
the proceeds will be applied to further reduce the amount owing
under its demand term loan facility. The equipment will be sold
in November for proceeds of more than $1,000,000.

The agreement provides a period of forbearance to allow for the
closing of the previously announced $3.5-million mezzanine debt
arrangement entered into by Inventronics with Mercantile Bancorp
Limited. It also contains a proposal for the Corporation's
banker to provide long-term and operating lending facilities,
which would fulfill one of the major conditions of the mezzanine
debt financing.

"Earlier this year, we established a plan to resolve our
involvement with our British subsidiary, to consolidate our
Canadian manufacturing operations, and to refinance our balance
sheet," said Dan Stearne, President and CEO. "Since then, we
have sold Eurocraft Enclosures Limited in Dudley, England, and
initiated a consolidation of our remaining manufacturing
operations in Brandon, Manitoba, that will be concluded on time
at the end of October. The consolidation is expected to save
Inventronics at least $2 million of operating costs each year.

"The refinancing of our balance sheet is being addressed through
the financing arrangements we are currently negotiating. When
these projects are behind us, we will have aligned our costs
with current revenues such that we will soon return to
profitability and be able to focus all our efforts on profit and
sales growth."

Inventronics designs and manufactures custom metal enclosures
and related products for the telecommunications, electronics,
cable television, utilities, industrial OEM, computer server and
energy resources industries. Inventronics' common shares are
listed on the Toronto Stock Exchange under the symbol "IVT."
Visit http://www.inventronics.comfor additional details.


JDN REALTY: Post Merger Announcement Prompts S&P to Keep Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on JDN
Realty Corp., on CreditWatch with positive implications.

The CreditWatch placement follows the announcement that JDN will
merge with Developers Diversified Realty Corp., and reflects the
potential for JDN's unsecured noteholders to benefit from a much
larger portfolio of dominant retail assets, assets that will be
largely unencumbered, as well as DDR's better access to the
capital markets.

Preliminary indications suggest that this $1.02 billion
transaction will be funded with exchange of $388 million of
common equity and $50 million of preferred stock and the
assumption by DDR of $584 million of JDN's debt. JDN's common
shareholders will receive 0.518 DDR shares for each JDN share.
This represents a 7.6% discount relative to JDN's Oct. 4, 2002
closing price. The offer also represents a 5.7% discount to the
depreciated value of JDN's assets. The transaction is contingent
upon shareholder approval and is expected to close on or before
May 15, 2003.

Atlanta-based JDN owns and manages a portfolio of 99 shopping
centers aggregating 11.4 million square feet (sq. ft.). These
properties are located primarily in the southeastern U.S. By
comparison, Cleveland-based DDR owns a nationwide portfolio that
is more than four times the size of JDN's, with 361 shopping
centers aggregating 62.1 million sq. ft. The two portfolios
share similar characteristics. Both are relatively new (average
age is approximately 10 years) and well occupied (93% and 95%,
respectively). The tenant base and lease structures are also
similar. Both portfolios tend to be anchored primarily by
leading value-oriented retailers such as Wal-Mart Stores Inc.
(double-'A'), Lowe's Cos. Inc. (single-'A'), Kohl's Corp.
(single-'A'-minus), TJX Cos. Inc. (single-'A'), and Bed Bath and
Beyond Inc. (triple-'B'-minus). These anchor tenants are
typically signed to long-term leases, with no more than 5% of
total anchor base rents in either portfolio expiring in any
single year. This combination of credit-quality tenants and long
average lease tenor provide both portfolios with a stable income
stream. However, DDR's assets tend to be better located relative
to JDN and have significantly stronger demographic profiles.

DDR's stronger credit rating (triple-'B') and lower cost of
capital relative to JDN will provide opportunities to increase
the combined companies' pool of unencumbered properties as well
as lower interest expense on the short-term JDN debt. Presently,
63 of JDN's properties, accounting for approximately 81% of net
operating income, are encumbered. Of that total, 49 properties
are secured by the JDN's $150 million line of credit and a $150
million term loan. Both loans mature in December 2002. It is
DDR's intention to repay those loans using lower cost unsecured
debt, significantly increasing the amount of unsecured NOI
available to noteholders of both companies. Currently,
approximately 36% of DDR's NOI is derived from encumbered
properties.

Standard & Poor's will meet with DDR's management team to review
plans to integrate the JDN portfolio and discuss in detail the
impact of the merger on JDN's ratings. If the transaction closes
as announced, the ratings on JDN would be raised to correspond
with the ratings on DDR. Should JDN shareholders reject DDR's
offer, the existing rating and positive outlook would be
revisited.

                  Ratings Placed On Creditwatch
                    With Positive Implications
                      JDN Realty Corp.

                                                Rating
                                            To              From

Corporate credit rating                     BB-/Watch Pos     B-

$75 million 6.8% senior unsecured
notes due Aug. 1, 2004                     B/Watch Pos       B

$85 million 6.95% senior unsecured
notes due Aug. 1, 2007                     B/Watch Pos       B

$75 million 6.918% mandatory par put
remarketed securities due March 31, 2013   B/Watch Pos       B

$50 million 9.375% class A cumulative
redeemable preferred stock                 B-/Watch Pos      B-


KASPER ASL: Has Until Nov. 5 to Solicit Acceptances of Plan
-----------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Southern District
of New York, Kasper A.S.L, Ltd., and its debtor-affiliates
obtained an extension of their exclusive period to solicit
acceptances of their plan of reorganization from their
creditors.  The Exclusive Solicitation Period is extended until
November 5, 2002.

Kasper A.S.L., Ltd., one of the leading women's branded apparel
companies in the United States filed for chapter 11 protection
on February 05, 2002. Alan B. Miller, Esq. at Weil, Gotshal &
Manges, LLP represents the Debtors in their restructuring
efforts. When the Company filed for protection from its
creditors, it listed $308,761,000 in assets and $255,157,000 in
debts.


KEY3MEDIA GROUP: Pamela C. Alexander Resigns as Director
--------------------------------------------------------
By letter dated October 3, 2002, Pamela C. Alexander resigned as
a Director of Key3Media Group, Inc., citing work considerations.

                           *   *   *

As previously reported in the September 23, 2002 edition of the
troubled Company reporter, Moody's Investors Service lowered the
ratings of Key3Media Group, Inc.

     Rating Action                           To         From

     * its $100 million senior secured      Caa1         B3
       credit facility due 2004 from,

     * its $290 million of 11.25% senior     Ca         Caa3
       subordinated notes due 2011 from,

     * the company's senior implied rating   Ca         Caa1
       and

     * Key3 Media Group's issuer rating      Ca         Caa2.


KMART: Asks Court to Okay Music Settlement Pact with Universal
--------------------------------------------------------------
Kmart Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Illinois to
approve a settlement agreement with Universal Music and Video
Distribution Company in which:

   (a) Universal agrees to provide favorable continuing trade
       terms to the Debtors.  Universal will supply products to
       the Debtors during the critical fourth quarter holiday
       season.  It also will waive half of its remaining
       unsecured claim for consigned goods; and

   (b) the Debtors agree to compromise any claim that their
       estate may have to recover a $25,000,000 payment made to
       Universal pursuant to the Interim Order authorizing the
       payment of Consignment Vendors and Customer Service
       Providers.

As of the Petition Date, the Debtors owed Universal $49,500,000
for consigned products that Universal provided during the 2001
holiday season.  John Wm. Butler, Jr., Esq., at Skadden, Arps,
Slate, Meagher & Flom, relates that Universal made the products
available to the Debtors pursuant to and in reliance on their
consignment program.  By providing goods on consignment,
Universal enabled the Debtors to carry more of these popular
products during the key holiday season thereby increasing
revenues, reducing cash drain, and generating foot traffic.

Thus, based on the Consignment Order and their critical need to
convince Universal to resume shipping, the Debtors -- after
consulting with the DIP lenders -- paid Universal $25,000,000 of
its consignment claim.  The Debtors further entered into an
initial agreement on February 20, 2002 with Universal.

Among other things, the Initial Agreement calls for Universal to
resume shipping and providing goods on consignment.  Universal
would retain the remaining $24,500,000 as a prepetition,
unsecured claim unless the Debtors made additional payments
pursuant to the Consignment Order.  According to Mr. Butler,
Universal also agreed to continue acting as the video industry
"Product Category Captain" for the Debtors.  As "Product
Category Captain," Universal provides strategic and tactical
recommendations to the Debtors' buying team including:

   (1) providing customer insight;
   (2) developing promotional plans;
   (3) providing "planograms;"
   (4) assisting in strategic and financial planning; and
   (5) helping the Debtors manage their inventory.

Universal bears the $1,000,000 annual cost of providing these
services.

Despite the Debtors' continued benefit under the Initial
Agreement, the Debtors' statutory committees believe that the
bankrupt estate should be entitled to recover the $25,000,000 it
paid to Universal.  Yet, recovering the Payment would impair the
Initial Agreement.

With the support of the Unsecured Committee, the Debtors and
Universal were able to resolve the issue.  Pursuant to a
settlement agreement, the parties agree that:

A. Universal will retain the Payment and apply it to its
   prepetition consignment claim;

B. Universal's remaining prepetition consignment claim for
   $24,500,000 will be reduced by 50% to $12,250,000.  The claim
   will be treated as an allowed general unsecured prepetition
   claim;

C. Universal will continue to provide goods to the Debtors on
   ordinary, customary business terms provided that the Debtors
   continue to pay Universal according to the agreed upon terms
   and there is no Event of Default;

D. Universal will ship more than $20,000,000 of these fourth
   quarter 2002 releases on consignment with settlement dates
   three to four months after the release date:

       * Scorpion King;
       * E.T.;
       * How the Grinch Stole Christmas;
       * Spirit: Stallion of the Cimarron;
       * Land Before Time;
       * the "Back to the Future" trilogy; and
       * Minority Report;

E. Universal also will provide $5,000,000 of additional goods on
   consignment on a rolling basis, i.e., not title specific,
   each quarter with the settlement date to be the last date for
   each quarter;

F. Universal will receive a postpetition administrative claim
   for all goods provided postpetition on a consignment basis.  
   Those claims will be secured by a first priority security
   interest in all goods shipped by Universal and the proceeds
   thereof, ahead of the claims and liens of all others in those
   assets, including the DIP lenders, even if commingled with
   other assets of the Debtors;

G. Universal may terminate the Settlement Agreement if one of
   these Events of Default occurs and is not cured within 10
   days:

   (a) The Debtors fail to pay pursuant to the terms of the
       Settlement Agreement;

   (b) The Debtors' Chapter 11 case is converted to a Chapter 7
       case;

   (c) The Debtors' DIP lenders accelerate the DIP facility by
       reason of a default;

   (d) The Court grants a relief from stay to any creditor
       asserting a lien in goods Universal has provided to the
       Debtors; and

   (e) Any successful challenge to the entered order approving
       this Settlement Agreement.

Mr. Butler contends that Universal is entitled to retain the
Payment pursuant to the Consignment Order and that any objection
to Universal's retention of that Payment will be overruled
because:

  (i) the financial benefits of consignment, Universal and
      Universal's products are necessary to a successful
      Reorganization;

(ii) the Debtors already made the Payment to Universal; and

(iii) Universal provided substantial benefits to the Debtors in
      reliance upon the payment.

Mr. Butler further maintains that that the Debtors' relationship
with Universal is critical for a successful reorganization for
several reasons:

   -- In conjunction with all consignment vendors, Universal
      provides the Debtors with a singularly unique form of
      financing  -- the ability to purchase goods after the
      Debtors have already sold the goods to a customer and
      received payment.  If they were to lose, in general, this
      source of financing, the Debtors would have to spend
      millions of dollars trying to re-establish supply sources
      with vendors on regular terms that require payments for
      the goods before the Debtors sell them;

   -- As a "Product Category Captain," Universal provides
      essential insight and aid in maximizing the revenue and
      profitability of all of Kmart's video business.  As an
      initial consideration, because of the small number of
      major studios, limited options exist for replacing
      Universal; and

   -- Universal produces truly unique videos, CD's and DVD's,
      which are high volume, high margin, unique products that
      are the centerpiece of the music and video departments of
      all Kmart stores.  In fiscal year 2001, sales of Universal
      products generated revenues of over $119,000,000. (Kmart
      Bankruptcy News, Issue No. 35; Bankruptcy Creditors'
      Service, Inc., 609/392-0900)

DebtTraders reports that Key3Media Group Inc.'s 11.250% bonds
due 2011 (KME11USR1) are trading between 10 and 15. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KME11USR1for  
real-time bond pricing.    


LEVEL 8 SYSTEMS: Requests Appeal of Nasdaq Delisting Notice
-----------------------------------------------------------
Level 8 Systems, Inc. (NASDAQ:LVEL) received a Nasdaq Staff
Determination letter on October 4, 2002 indicating that the
Company is not in compliance with Marketplace Rules 4450(a)(3)
which requires that the Company maintain either a minimum amount
of net tangible assets or a minimum amount of stockholders'
equity for continued listing on the Nasdaq National Market.
Accordingly, the Company's securities are subject to delisting.
Additionally, Nasdaq has determined that the Company does not
currently meet the minimum stockholders' equity requirement of
$2,500,000 required to transfer the listing of the Company's
securities to the Nasdaq SmallCap Market and has denied the
Company's application to transfer to the Nasdaq SmallCap Market.

Level 8 has requested an oral hearing before a Nasdaq Listing
Qualifications Panel to review the Staff Determination to delist
its securities from the National Market and the Staff
Determination to deny the Company's application to transfer to
the Nasdaq SmallCap Market. The Company's securities will remain
listed on the Nasdaq National Market pending a decision by the
Panel. At the hearing, to be scheduled within the next 45 days,
Level 8 will present its plan for regaining compliance with the
Nasdaq National Market Listing standards and/or showing
compliance with the Nasdaq SmallCap Market continued listing
requirements. As part of its plan to regain compliance with the
Nasdaq National Market listing standards, or, alternatively, to
transfer to the Nasdaq SmallCap Market, the Company will also be
required to address with the Nasdaq Panel the fact that the bid
price of its common stock has closed below $1 for more than 30
consecutive trading days. There can be no assurance that the
Nasdaq Panel will grant either the Company's request for
continued listing on the Nasdaq National Market or its request
to transfer to the Nasdaq SmallCap Market.

Level 8 Systems, Inc. (LVEL) is a global provider of
high-performance application integration software solutions that
enables companies to extend the life, flexibility and
operational effectiveness of their mission critical IT
investments, substantially improve IT portfolio ROI, and more
efficiently maximize the value of complex business systems in
use throughout the enterprise. Level 8's breakthrough
technologies, products, and services assist leading companies in
such diverse industries as financial services, government,
energy, telecommunications, utilities, transportation,
manufacturing, travel and hospitality. For more information
about Level 8 Systems, visit http://www.level8.com  

Level 8 Systems and Cicero are registered trademarks of Level 8
Systems, Inc. Level 8 and the Level 8 Systems logo are
trademarks of Level 8 Systems, Inc. and/or its affiliates in the
U.S. and certain other countries. All other product and company
names mentioned herein are for identification purposes only and
are the property of, and may be trademarks of, their respective
owners.


METALS USA: Selling Two Assets to Allied Properties for $2.5-Mil
----------------------------------------------------------------
Metals USA, Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Texas to approve
the sale of Metals USA Plates & Shapes Southeast Inc. and
Jeffrey's Real Estate Corporation to Allied Properties Inc.,
subject to higher and better offers.

Zack A. Clement, Esq., at Fulbright & Jaworski LLP, in Houston,
Texas, relates that Allied Properties approached the Debtors
several months ago about buying these two assets.  The parties
have been involved in negotiations since that time.  Those
negotiations culminated in the signing of an Asset Purchase
Agreement on September 26, 2002.

The salient terms of the Asset Purchase Agreement are:

A. Assets:  Substantially all assets of Metals USA Plates &
   Shapes Southeast in Lakeland, Florida and Jeffrey's Real
   Estate Corporation in Attala, Alabama.

B. Assumed Contracts:  None

C. Cash Purchase Price:  $2,535,000, plus Inventory Value on the
   Closing Date, estimated at $2,015,000

D. Standard Break-Up Fee:  $50,000

E. Standard Deposit:  $227,500 or 5% of Cash Purchase Price

Mr. Clement explains that that the Debtors need to consummate
the sale in order to raise cash.

                          *     *     *

Accordingly, the Court approves the standard sale procedures to
the Debtors' sale transaction with Allied Properties.  The sale
is now open to bidding.

Third parties wishing to bid on the properties must deliver a
$227,500 deposit and bids must be received no later than October
25, 2002 at 4:00 p.m.

For purposes of determining whether a higher, but not
necessarily better, bid, a bid must exceed the initial purchase
price by not less than the sum of $50,000 and an initial overbid
of $50,000. Bidding increments after the initial bid will be at
$50,000.

The Auction Date for the properties is October 28, 2002.  The
Court will convene a hearing on October 30, 2002 at 1:30 p.m. to
consider the results of the auction. (Metals USA Bankruptcy
News, Issue No. 21; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


MOBILE TOOL: Seeking Okay to Hire Rothberger Johnson as Counsel
---------------------------------------------------------------
Mobile Tool International, Inc., and its debtor-affiliates ask
for permission from the U.S. Bankruptcy Court for the District
of Delaware to hire Rothberger Johnson & Lyons LLP as their
attorneys.

The Debtors contemplate that Rothberger Johnson will provide
general bankruptcy representation throughout the course of the
Company's Chapter 11 cases by:

  a) Advising the Debtors with regard to its rights, powers and
     obligations as Debtors and Debtors-in-Possession in the
     administration, preservation, operation and management of
     its business and properties;

  b) Providing advice and assistance relating to the potential
     sale of their assets to a third party;

  c) Reviewing the nature and validity of liens and security
     interests asserted against Debtors' property and advising
     Debtors concerning the enforceability of such liens;

  d) Reviewing the nature and validity of unsecured claims
     against the Debtors and advising the Debtors accordingly;

  e) Advising the Debtors concerning actions they may take to
     collect and recover property for the benefit of its
     estates;

  f) Preparing or assisting in the preparation of necessary and
     appropriate applications, motions, responses, pleadings,
     draft orders, notices, schedules, statements and other
     papers to be filed in these cases, including, when
     necessary, representing the Debtors in litigation,
     contested matters and adversary proceedings;

  g) Counseling and assisting Debtors in formulating and
     promulgating a plan of reorganization and related documents
     and submission; and

  h) Performing other legal services which may be necessary or
     appropriate in the administration of these cases.

Rothberger Johnson's current hourly rates range from:

          Paralegals           $130 to $145
          Associates           $145 to $250
          Special Counsel and
            Partners           $220 to $375

The hourly rates of the professionals who will represent the
Debtors in this case are:

          Brent R. Cohen, Partner     $305 per hour
          Mark Meyer, Associate       $235 per hour
          Tanya Thiessen, Associate   $145 per hour
          Peggy Lord, Paralegal       $130 per hour

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.


MORGAN STANLEY: Fitch Affirms Low-B Ratings on 4 Cert. Classes
--------------------------------------------------------------
Morgan Stanley Capital I, Inc.'s commercial mortgage pass-
through certificates, series 1997-WF1 are upgraded by Fitch
Ratings as follows: $30.8 million class B to 'AAA' from 'AA+',
$33.5 million class C to 'AA' from 'A' and $28 million class D
to 'A-' from 'BBB'. In addition, Fitch has affirmed the $50
million class A-1, $230.2 million class A-2, and interest-only
class X-1 commercial mortgage pass-through certificates at
'AAA'; $33.6 million class F at 'BB'; $5.6 million class G at
'BB-'; $8.4 million class H at 'B' and $8.4 million class J at
'B-'. Fitch does not rate the $11.2 million class E or $5.6
million class K certificates. The ratings upgrades and
affirmations follow Fitch's annual review of the transaction,
which closed in June 1997.

The rating upgrades are a result of the increased credit
enhancement levels due to loan payoffs, lack of realized losses
in the pool, and a stable weighted-average debt service coverage
ratio.

The certificates are currently collateralized by 116 fixed-rate
mortgage loans. The properties are located in 24 different
states, with significant concentrations in California (32%),
Colorado (8%), Arizona (7%), and Texas (7%). Property type
concentrations include retail (43%), multifamily (22%),
industrial (16%), office (9%), and lodging (7%). As of the
September 2002 distribution date, the pool's aggregate principal
balance has decreased by 20% to $445.1 million from $559.2
million at closing due to loan amortization and paydowns.

Wells Fargo, the master servicer, collected year-end 2001
property financial statements for 93% of the loans. Based on
these borrower provided financials, the pool's 2001 WADSCR
increased to 1.61x from 1.58x at year-end 2000 and 1.43x at
closing for these loans. Two loans (0.9% of the pool) had a YE
2001 DSCR below 1.0x. There were 14 loans (15%) on the master
servicer watchlist. Of these, two loans were deemed a concern. A
copy of the transaction's exception report was received and 37%
of the pool was found to have document deficiencies.

Fitch's analysis took into account the watchlisted loans of
concern and the geographic concentrations in the transaction and
based on this analysis upgrades were warranted for classes B, C,
D. Fitch Ratings will continue to monitor this transaction, as
surveillance is ongoing


NATIONSRENT: Gets Committee's Nod on Brief Exclusivity Extension
----------------------------------------------------------------
For the second time, NationsRent Inc., together with its debtor-
affiliates, the Official Committee of Unsecured Creditors and
Fleet National Bank, as Administrative Agent for itself and on
behalf of the DIP lenders, agree to:

   (a) adjourn the hearing with respect to:

       -- the Debtors' Second Motion to the extend the exclusive
          periods and the Committee's Motion to terminate the
          Debtors' exclusive periods; and

   (b) extend the Exclusive Periods until the Court enters an
       order resolving the Termination Motion and the Second
       Extension Motion;

   (c) extend the deadline for parties-in-interest to respond to
       the Termination Motion and the Second Extension Motion;

   (d) temporarily stay any oral and written discovery with
       respect to the Termination Motion and the Second
       Extension Motion; and

   (e) temporarily stay any oral and written discovery with
       respect to the Creditors' Committee Investigation.

The salient terms of the parties' stipulation provides that:

A. The hearing with respect to the Termination Motion and the
   Second Extension Motion is adjourned until November 4, 2002;

B. The deadline for the Debtors and Fleet and any other party-
   in-interest to respond to the Termination Motion is extended
   through and including October 30, 2002;

C. The deadline for the Creditors' Committee and any other
   party-in-interest to respond to the Second Extension Motion
   is extended through and including October 30, 2002;

D. The Exclusive Filing Period and Exclusive Solicitation Period
   are extended through and including the date on which the
   Bankruptcy Court enters an order resolving the Termination
   Motion and the Second Extension Motion; and

E. All written and oral discovery with respect to the
   Termination Motion, the Second Extension Motion and the
   Creditors' Committee Investigation is stayed through and
   including October 15, 2002, unless the parties will all agree
   in writing to a further stay.  In that case, the stay will
   continue until the later date as the parties may agree.   
   (NationsRent Bankruptcy News, Issue No. 20; Bankruptcy
   Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that NationsRent Inc.'s 10.375% bonds due
2008 (NRNT08USR1) are trading between 1 and 2. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NRNT08USR1
for real-time bond pricing.    


NETWORK ACCESS: New Deadline for Lease Decisions is Dec. 3, 2002
----------------------------------------------------------------
Network Access Solutions Corporation and NASOP, Inc. sought and
obtained an extension of their lease decision period from the
U.S. Bankruptcy Court for the District of Delaware.  The Court
gives the Debtors until December 3, 2002, to determine whether
to assume, assume and assign, or reject its unexpired
nonresidential real property leases.

Network Access Solutions Corporation is a provider of broadband
network solutions and internet service to business customers.  
The Company filed for chapter 11 protection on June 4, 2002.
Bradford J. Sandler, Esq., at Adelman Lavine Gold and Levin, PC
represent the Debtors in their restructuring efforts. When the
Company filed for protection from its creditors, it listed
$58,221,000 in assets and $84,946,000 in debts.


NEWCOR: Wins Nod to Stretch Plan Proposal Period to October 25
---------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Delaware, Newcor, Inc., and its debtor-affiliates obtained an
extension of their exclusive periods.  The Court gives the
Debtors until October 25, 2002 the exclusive right to file their
plan of reorganization and until December 24, 2002 to solicit
acceptances of that Plan.

Newcor, Inc., along with its subsidiaries, design and
manufacture a variety of products, principally for the
automotive, heavy-duty, capital goods, agricultural and
industrial markets. The Company filed for chapter 11 protection
on February 25, 2002 Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl Young & Jones P.C., represents the Debtors in their
restructuring efforts. When the Debtors filed for protection
from its creditors, it listed $141,000,000 in total assets and
$181,000,000 in total debts.


PINNACLE HOLDINGS: New York Confirms Second Amended Ch. 11 Plan
---------------------------------------------------------------
Pinnacle Holdings Inc. (OTC Pink Sheets: BIGTQ), together with
its wholly owned subsidiaries, Pinnacle Towers Inc., Pinnacle
Towers III Inc. and Pinnacle San Antonio LLC, announced that the
United States Bankruptcy Court for the Southern District of New
York entered an order Wednesday confirming their joint plan of
reorganization, as amended.

Steven R. Day, Pinnacle's Chief Executive Officer, said, "We are
extremely pleased to be approaching the closure of the
bankruptcy process. Pinnacle's management and employees eagerly
anticipate the closing of the transaction with our new equity
sponsors, Fortress Investment Group and Greenhill Capital
Partners. The prospect of emerging soon with a much improved
balance sheet and greater financial flexibility to better serve
our customers is creating a lot of excitement in our company.
Pinnacle's employees have 'toughed it out' and I appreciate
their tenacity and the continued support we have received from
our customers, vendors and creditors."

On September 18, 2002, the Debtors filed the Second Amended Plan
and an amendment to the First Disclosure Statement. Under the
Second Amended Plan, Pinnacle's existing senior credit facility
lenders will be paid approximately $95.0 million in cash, with
the balance of the full amount owed to them incorporated into an
amended and restated credit facility that will consist of a
three year secured term loan of $275.0 million and a secured
revolving credit facility of up to $30.0 million. In addition to
the capital contribution of Fortress Investment Group and
Greenhill Capital Partners discussed below, the transaction will
be financed by proceeds from certain asset sales, or a
subordinated bridge loan from the Investors of up to $4.0
million (if such asset sale proceeds are not available), and up
to $11.0 million of Pinnacle's cash on hand.

Additionally, the Second Amended Plan continues to provide for
an equity investment of up to $205.0 million by the Investors
pursuant to the terms of the Securities Purchase Agreement
between the Debtors and the Investors entered into on April 25,
2002, with Fortress purchasing up to approximately 13,735,000
shares of common stock of reorganized Pinnacle and Greenhill
purchasing up to approximately 6,765,000 shares of common stock
of reorganized Pinnacle. The Purchase Agreement continues to
provide for the cancellation of the 10% Senior Discount Notes
due 2008 in exchange for up to $114.0 million (or $350.77 per
$1,000 par value bond) in cash or, at the holder's prior
election, a combination of cash and up to 49.9% of reorganized
Pinnacle's outstanding common stock. The number of Investor
Shares (and hence their cash investment) will be proportionately
decreased by the number of shares purchased by holders of the
Senior Notes. Based on a preliminary review of the elections
made by the holders of the Senior Notes, it appears that
approximately $17.0 million of cash will be paid to holders of
Senior Notes, with the remainder owed such holders paid in
common stock.

The Purchase Agreement also continues to provide for the
cancellation of the 5-1/2% Convertible Subordinated Notes due
2007 in exchange for up to $500,000 in cash and five-year
warrants to purchase up to approximately 205,000 shares of
reorganized Pinnacle's common stock at approximately two times
the price of the Investor Shares.  Convertible Note holders can
double this amount to a total of $1.0 million in cash and
warrants to purchase 410,000 shares, representing approximately
2% of reorganized Pinnacle's equity capitalization, if the
Convertible Note holders agree to give certain releases. The
Purchase Agreement further continues to provide for cancellation
of the outstanding shares of Pinnacle common stock.  Former
stockholders and plaintiffs in a stockholder class action shall
receive five- year warrants to purchase up to 102,500 shares of
reorganized Pinnacle common stock (representing approximately
1/2% of reorganized Pinnacle's equity capitalization) at
approximately two times the price of the Investor Shares. This
amount can be doubled to 205,000 shares, representing
approximately 1% of reorganized Pinnacle's capitalization, if
the stockholders agree to give certain releases. Trade and other
creditors will be paid in full in the ordinary course.

Pinnacle currently is working towards trying to close the
transactions contemplated by the Purchase Agreement within the
next 30 days.  The ability of Pinnacle to close the transactions
contemplated by the Purchase Agreement is subject to satisfying
all of the conditions set forth in the Purchase Agreement and
the proposed amended and restated credit agreement.

Pinnacle is a provider of communication site rental space in the
United States and Canada. At September 30, 2001, Pinnacle owned,
managed, leased, or had rights to in excess of 4,000 sites.
Pinnacle is headquartered in Sarasota, Florida. For more
information on Pinnacle visit its Web site at
http://www.pinnacletowers.com  


PRISM COMM: Makes Initial Distribution to Unsecured Claimholders
----------------------------------------------------------------
Prism Communication Services, Inc., commenced its initial
distribution to holders of allowed general unsecured claims, as
outlined in its First Amended Joint Plan of Reorganization,
which became effective on August 12, 2002.

Additionally, Prism said it established a disputed claims
reserve for holders of claims that are currently disputed, but
may subsequently be allowed in full or in part. In connection
with the initial distribution, the company allowed claims for
Class P-3 general unsecured creditors in the approximate amount
of $16.5 million; the disputed claims have been estimated at
$56.5 million.

In the initial distribution, allowed general unsecured creditors
will receive cash equal to approximately 4 percent of their
allowed claims. Distributions to holders of claims that are
disputed have been funded into a disputed claims reserve based
on Court approved estimates for further distribution as and when
their claims are resolved. Currently, Prism has funded the
disputed claims reserve with its pro-rata share of cash, which
is approximately $2.3 million.

Prism's Plan calls for an orderly runoff or sale of the
company's remaining assets, which is expected to be completed by
the end of fiscal year 2003. From the proceeds, if any, of the
runoff or asset sales, Prism would anticipate making further
distributions pursuant to the Plan. Wells Fargo Bank serves as
the disbursing agent.

Prism Communication Services, Inc., was a provider of dedicated
high-speed connectivity. It was acquired by Comdisco, Inc., in
February 1999. Prism's operations through September 2000
resulted in significant cash losses.


RURAL CELLULAR: Receives Nasdaq Notice of Potential Delisting
-------------------------------------------------------------
Rural Cellular Corporation (Nasdaq:RCCC) had received a Nasdaq
Staff Determination on October 9, 2002 indicating that the
Company has failed to comply with the minimum bid price
requirements for continued listing set forth in Marketplace Rule
4450(b)(4) and, therefore, its common shares are subject to
delisting from the Nasdaq National Market.

RCC intends to request a hearing before a Nasdaq Listing
Qualifications Panel to review the Nasdaq Staff Determination.
Until the review is completed, Rural Cellular Corporation's
common shares will continue to trade on the Nasdaq National
Market.

There can be no assurance the Panel will grant the Company's
request for continued listing. If the Company does not prevail,
its common stock would likely be quoted on the OTC Bulletin
Board. The OTCBB is a regulated quotation service that displays
real-time quotes, last sales prices and volume information in
over-the-counter equity securities. OTCBB quoted securities are
traded by a community of registered market makers that enter
quotes and trade reports through a computer network. Information
regarding the OTCBB, including stock quotes, can be found at
http://www.otcbb.com  

Rural Cellular Corporation, based in Alexandria, Minnesota,
provides wireless communication services to Midwest, Northeast,
South and Northwest markets located in 14 states.


SAFETY-KLEEN: Court Okays Grant Thornton as Tax Accountants
-----------------------------------------------------------
Safety-Kleen Corp. and its debtor-affiliates sought and obtained
approval from the Court to employ and retain Grant Thornton to
provide accounting support services, nunc pro tunc to August 12,
2002.

                     The Engagement Letter

Under the terms of an engagement letter between the Debtors and
Grant Thornton dated August 29, 2002, Grant Thornton is to
provide personnel to assist the Debtors' staff with various
needs, including but not limited to:

(a) asset verification;

(b) accounting reconciliation;

(c) verification of information in various data bases such as
    the Debtors' customer data base, real estate lease database
    and equipment lease database;

(d) research, as directed by the Debtors;

(e) the performance of administrative functions as directed by
    the Debtors;

(f) the collection, analysis, preparation, presentation and
    dissemination of information as directed by the Debtors'
    personnel; and

(g) ensuring compliance with established company controls,
    practices and procedures as directed by the Debtors'
    personnel.

Grant Thornton will provide personnel to the Debtors on a
temporary basis.  Each time the Debtors request Grant Thornton's
assistance for a discrete project, the Debtors will complete an
authorization form for that project.  Grant Thornton has
reserved the right to refuse to accept any new project in its
sole discretion.  Either party may terminate the arrangement
upon thirty days' prior written notice to the other party.

                    Grant Thornton's Duties

The employees of Grant Thornton who provide Accounting Services
to the Debtors pursuant to the Engagement Letter will remain
employees of Grant Thornton, and Grant Thornton will continue to
be responsible for their salaries, tax withholdings,
unemployment insurance, workers' disability and compensation,
Social Security contributions, and employee benefits such as
vacation, sick pay, insurance, pension, and profit-sharing
benefits.  Furthermore, each party to the Engagement Letter is
an independent contractor with no authority to bind the other.

                    Professional Compensation

Grant Thornton will calculate its fees based on the time
required to complete the assignment, plus all reasonable and
necessary travel related and other out-of-pocket costs incurred.  
The current hourly rates charged by Grant Thornton in connection
with this engagement for any staff are:

     Experienced Partners and National Directors      $200
     Partners and Principals                          $175
     Senior and Experienced Managers                  $160
     Managers                                         $150
     Senior Associates Level III-II                   $125
     Senior Associates Level I                        $115
     Associates Level II                              $115
     Associates Level I and Paraprofessionals         $105

Grant Thornton LLP has advised the Debtors that the rates set
forth are less than Grant Thornton's standard hourly rates for
audit and accounting services.  Grant Thornton's usual rates
are:

          $450 - $475      partners
          $200 - $315      managers
          $115 - $150      associates and paraprofessionals

The rates in this Application are subject to being revised in
accordance with the regular hourly rates of Grant Thornton LLP
in effect as the engagement progresses. (Safety-Kleen Bankruptcy
News, Issue No. 46; Bankruptcy Creditors' Service, Inc.,
609/392-0900)    


SIERRA PACIFIC: S&P Reaffirms B Credit Rating over New Financing
----------------------------------------------------------------
Standard & Poor's Ratings Services reaffirmed its single-'B'-
plus corporate credit ratings on Sierra Pacific Resources  and
its utility subsidiaries Nevada Power Co., and Sierra Pacific
Power Co.  Standard & Poor's also affirmed the double-'B'
ratings on the senior secured debt at the two utilities. All
ratings remain on CreditWatch with negative implications.

The ratings affirmation is in conjunction with a $250 million
debt issuance at Nevada Power and a $100 million private bond
offering at Sierra Pacific Power. These financings will refund a
total $350 million in bank lines, $200 million of which is at
Nevada Power and $150 million at Sierra Pacific, that mature in
November 2002.

Sierra Pacific successfully negotiated its power resources for
the crucial summer season this year, meeting peak power demand
and building over $300 million of cash balances at the end of
September 2002. With power prices having fallen considerably,
Nevada Power, which depends upon the wholesale markets for over
50% of its annual energy needs, generates positive operating
cash flows and may even be in a position to lower rates for its
customers. Nevada Power is now also in a position to begin
making deferred payments to Duke Energy Corp., and other energy
suppliers who continued to supply energy to Nevada Power while
accepting 110% of benchmark, rather than contracted, prices.

The current bond offerings, if successful, will also demonstrate
access to the capital markets, a very important consideration in
this highly uncertain environment for energy providers,
particularly for companies whose credit ratings are as low as
those of the Sierra Pacific Resources companies. The completion
of this financing is important to stabilize Sierra Pacific's
financial position. The utilities are working to establish
accounts receivable conduits to provide liquidity in the absence
of bank lines.

Several uncertainties also remain that could still negatively
impact the utilities' ratings. In November, Nevada Power must
make a deferred cost recovery filing with the Public Utilities
Commission of Nevada to recover excess power costs that have
been deferred since October 2001. This amount is estimated to be
in the $150 million to $200 million range, and the PUCN is
expected to rule by April 2003. Besides affecting Sierra
Pacific's financial profile, the PUCN's ruling will indicate to
the markets any change in the commission's unsupportive posture
toward Nevada Power, in particular, a crucial determinant of its
business risk.

Other legal proceedings that could have a significant impact on
credit quality include the judgment on the appeals by the
utilities against the PUCN's previous deferred cost rulings; the
outcome of the FERC 206 filing by the utilities, and the outcome
on Enron's claims for collateral from Nevada Power.


SONO-TEK CORP: Balance Sheet Insolvency Down to $746K at Aug. 31
----------------------------------------------------------------
Sono-Tek Corporation (OTC Bulletin Board: SOTK) announced sales
of $705,133 for the three months ended August 31, 2002, a
decrease of 27% or $264,913 compared to sales of $970,046 for
the same period of last year. For the six months ended August
31, 2002 the Company reported sales of $1,485,991 as compared to
$1,674,331 for the same period of last year. The decline in
sales is due to slow recovery of the consumer electronics market
that the Company's products serve. For the three months ended
August 31, 2002, the Company had net income of $2,975 compared
to income of $141,949 from continuing operations, and a loss of
$87,904 from discontinued operations for the prior year period.
For the six months ended August 31, 2002, the company had net
income of $36,401 compared to income of $73,200 from continuing
operations, and a loss of $869,229 from discontinued operations.

Our balance sheet is much improved from last year at this time
with working capital at $200,078 at August 31, 2002 from a
deficiency of $373,050 last year, liabilities have been reduced
from $2,867,492 at August 31, 2001 to $2,126,562 at August 31,
2002, and shareholders' deficiency reduced from $1,399,595 at
August 31, 2001 to $746,153 at August 31, 2002. However, our
working capital has declined from year end values of $453,215
due to the slow economy and its impact on revenues and income.
Management has taken action to preserve working capital by
seeking longer term financing, and by restructuring agreements
with current lenders to defer payments of principal for the next
six months, on the anticipation that the economy will improve.

The Company experienced a turn-around in profitability during
the last five quarters as a result of changes in management,
discontinuance of unprofitable business segments, reductions in
the cost structure, and settlements with creditors. The Company
returned its focus to its core business, ultrasonic nozzles and
systems, and partially offset the downturn in the electronics
industry by developing new uses for its products in the growing
medical products field, and the rejuvenated defense industry. As
part of its strategy to focus on its core business, Sono-Tek has
introduced new products into the marketplace including the
MicroFlux XL selective fluxing system used for precise flux
deposition; the SonoFlux XL spray fluxing system for printed
circuit board assemblies, the successor to the industry-proven
SonoFlux 9500 series; the Medisonic polymer/pharmaceutical
coating system, designed specifically for use by medical device
manufacturers to coat stents and other implant devices; and the
Thinsonic chemical vapor deposition system used to apply very
thin films in industrial applications and homeland defense
systems, such as toxic gas sensors.

"We continue to be pleased with the diversification of our
product lines, acceptance of our new products and the turn-
around in our business' profitability. However, we remained
concerned about the economy and its impact on our business,
although we believe that the actions taken will help preserve
our working capital", stated Dr. Christopher Coccio, Sono-Tek's
CEO and President.

For further information, contact Dr. Christopher L. Coccio, at
845-795-2020, or visit its Web site at http://www.sono-tek.com  

Sono-Tek Corporation is a leading developer and manufacturer of
liquid spray products based on its proprietary ultrasonic nozzle
technology. Founded in 1975, the Company's products have long
been recognized for their performance, quality, and reliability.


SUNBEAM CORP: Plan Confirmation Hearing Slated for November 20
--------------------------------------------------------------
Sunbeam Corporation announced that Judge Arthur Gonzalez of the
U.S. Bankruptcy Court for the Southern District of New York has
approved the Company's amended disclosure statement. The hearing
on confirmation of Sunbeam's plan of reorganization is scheduled
for November 20, 2002.

Jerry W. Levin, Chairman and Chief Executive Officer of Sunbeam,
said, "We are very pleased to have taken another step forward in
the process of building a financially sound, more competitive
business through the chapter 11 process.  Sunbeam and all our
operating subsidiaries -- Coleman, Sunbeam Products, Powermate
and First Alert -- continue to move steadily ahead with business
as usual.  We look forward to emerging from chapter 11 as soon
as possible, and we continue to work diligently to reach that
goal."

Sunbeam Corporation is a leading consumer products company that
designs, manufactures and markets, nationally and
internationally, a diverse portfolio of consumer products under
such world-class brands as Coleman(R), Sunbeam(R), Oster(R), Mr.
Coffee(R), Health o meter(R), Grillmaster(R), First Alert(R),
Campingaz(R) and Coleman Powermate(R).


SUN HEALTHCARE: Wants Until Jan. 27 to Challenge Disputed Claims
----------------------------------------------------------------
For the second time, the Reorganized Sun Healthcare Group, Inc.,
and its debtor-affiliates ask the Court to extend the deadline
within which they may file objections to claims asserted against
their estates.  The Reorganized Debtors seek an extension until
January 27, 2003.

Mark D. Collins, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, explains that a further extension is
necessary to allow for sufficient evaluation, as well as for
filing additional objections to all outstanding Claims.  To
date, the Reorganized Debtors have filed 28 Omnibus Objections.

In addition, Mr. Collins tells Judge Walrath that the recent
implementation of Rule 3007 of the Local Rules of Bankruptcy
Procedure has limited the number of claims that may be objected
to per month.  This has slowed down the claims objection process
to a certain degree.

The Reorganized Debtors have diligently reviewed, analyzed,
objected to, and reconciled a significant volume of claims filed
in these cases.  But since their last requested extension of the
Objection Deadline, there has been additional turnover of
personnel.  Arthur Andersen previously assisted in the
Reorganized Debtors in claims analysis.  However, Arthur
Andersen  is no longer connected with the Debtors since June.  
Mr. Collins notes that the review process has not proceeded as
quickly as anticipated and there are still claims that the
Reorganized Debtors have not yet been able to review.

Mr. Collins assures Judge Walrath that the requested extension
is not intended to delay or prejudice the claimants.  On the
contrary, the Reorganized Debtors will continue to diligently
review, analyze and timely resolve the remaining claims. (Sun
Healthcare Bankruptcy News, Issue No. 43; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


UNITED AIRLINES: Union Coalition Supports Stabilization Efforts
--------------------------------------------------------------
The following statement was issued by the Air Line Pilots
Association, International; the Association of Flight
Attendants; the Transport Workers Union and the Professional
Airline Flight Control Association:

     "We broadly agree that a combination of labor savings,
operating cost reductions and revenue improvements is necessary
to stabilize United Airlines in support of the Company's pending
loan application before the Air Transportation Stabilization
Board.

     "Each of our four labor organizations is prepared to
participate fully in a labor savings framework that supports an
ATSB loan guarantee or other financing for the Company and that
protects the careers of United's 84,000 employees.

"We urge the IAM to continue to participate and to work
alongside the rest of United's employees to preserve the Company
without a bankruptcy. We believe this is the formula that will
produce a shared, consensual solution to United's current
financial crisis over the next several days."


UNITED RENTALS: Weak Performance Spurs S&P to Keep Watch on BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its double-'B'-plus
corporate credit rating for United Rentals (North America) Inc.
on CreditWatch with negative implications.

United Rentals is North America's largest equipment rental
company, and has more than $3 billion in rated debt and
preferred stock.

"The CreditWatch listing is due to the continued operating
weakness stemming from depressed end-market conditions and the
failure to meet Standard & Poor's expectations for debt
reduction in a declining market," said Standard & Poor's credit
analyst John Sico.

In August 2002, non-residential construction spending has
declined about 20% from August 2001 level. The prospects for a
significant near-term rebound are uncertain, at least until mid-
2003, and the company's current financial measures are subpar
for the rating. Weak end markets, coupled with industry
overcapacity, have resulted in lower-than-expected rental rates.
The company's third quarter operating income will be weaker than
expected, and it has amended the fixed charge coverage ratio on
its credit facility in advance of the results.

Standard & Poor's will meet with management to discuss its
business plans, prospects for an industry turnaround, financial
policy, and debt reduction plans before taking any rating
action.


US AIRWAYS: Hiring FTI Following Firms' Acquisition of PwC Unit
---------------------------------------------------------------
David N. Siegel, Chief Executive Officer of US Airways Group
Inc., tells the U.S. Bankruptcy Court that on July 24, 2002, FTI
Consulting announced that it would acquire the Business Recovery
Services Practice from PwC.

The transaction formally closed on August 30, 2002.  Randall S.
Eisenberg, the primary PwC partner providing the BRS Services,
as well as all other BRS Services engagement team members,
became FTI employees.  PwC will therefore, no longer provide BRS
services to the Debtors.

Accordingly, the Debtors sought and obtained the Court's
authority to employ FTI Consulting to serve as its restructuring
advisors and accountants and continue to provide the Business
Recovery Services under the same terms and conditions set forth
in the PwC Retention Order.

PwC was authorized to perform tax support services in addition
to BRS.  The PwC tax services are expected to continue at modest
levels.  For administrative ease, tax services will be billed
and collected through FTI's monthly application process.  
Collections would, in turn, be passed on to PwC as received by
FTI. Furthermore, Mr. Siegel assures the Court that the FTI
services performed will be clearly differentiated in the billing
records from those of PwC. (US Airways Bankruptcy News, Issue
No. 10; Bankruptcy Creditors' Service, Inc., 609/392-0900)

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


US AIRWAYS: Piedmont Pilots Ratify Restructuring Pact
-----------------------------------------------------
The Piedmont pilots, as represented by the Air Line Pilots
Association, International, have ratified a tentative agreement
to participate in the US Airways Group's restructuring plan.  Of
those who voted, over 86 percent of the pilots supported the
proposal, which also will allow them to fly jets as part of this
arrangement.

The TA, which the pilots reached with Piedmont management on
Sept. 27, 2002, will take the form of a letter of agreement,
revising the pilots' current collective bargaining contract and
extending it by five years.  Since April of this year, the
Piedmont pilots have been in talks with management to address
the acquisition of small jets for their carrier.  Shortly
afterward, the talks included the airline's request for contract
relief, stemming from the US Airways Group's financial
challenges, which later led to its bankruptcy filing.  Piedmont
previously has been restricted in its ability to fly jets
because of a scope arrangement with US Airways.

"We believe that our Negotiating Committee parlayed the best
deal available to us under the circumstances, and we credit our
pilots for recognizing the seriousness of the present situation
and the need to act now to be a part of the US Airways Group's
future," said Capt. Olav Holm, the acting chairman for the
Piedmont pilots' Master Executive Council.  "It was a tough
decision, but I believe our pilots made the right choice."

Piedmont is a wholly-owned subsidiary of the US Airways Group.  
Its 450+ pilots operate deHavilland Dash 8 aircraft as a US
Airways Express carrier to 48 destinations in the Eastern United
States, Canada, and the Bahamas.

ALPA represents 66,000 airline pilots at 43 air carriers in the
U.S. and Canada.  Visit the ALPA Web site at http://www.alpa.org


US AIRWAYS: Allegheny Pilots Ratify Restructuring Pact
------------------------------------------------------
US Airways Express wholly owned carrier Allegheny Airlines
announced that members of its Air Line Pilots Association union
ratified an agreement on US Airways' restructuring plan and
regional "Jets for Jobs" program by a 58 percent margin.  The
agreement covers Allegheny's 375 pilots.

"With this agreement, Allegheny Airlines will play an even
greater role in the company's restructuring plan.  We are
grateful to our pilots and their leadership for working so hard
to finalize this agreement," said Allegheny Airlines President
and Chief Executive Officer Keith D. Houk.

Allegheny, a wholly owned subsidiary of US Airways Group, Inc.,
is based in Middletown, Pa., and operates 351 daily departures
using a fleet of 46 Dash-8 aircraft, serving 39 destinations.  
The carrier has more than 2,000 employees.

US Airways Express wholly owned carrier Piedmont Airlines also
ratified an agreement with its pilots union on the company's
restructuring. PSA, another US Airways wholly owned subsidiary,
earlier had ratified its agreement allowing the operation of
regional jet aircraft by the carrier's pilots.

Allegheny is one of four wholly owned US Airways Express
carriers, which together with seven other affiliates, currently
operate more than 2,200 US Airways Express flights daily,
serving 162 destinations in the U.S., Canada and the Caribbean.


USEC INC: S&P Affirms BB Credit Rating with Negative Outlook
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its double-'B'
corporate credit rating on uranium processor USEC Inc. The
outlook remains negative.

At the same time, Standard & Poor's said that it has assigned
its triple-'B'-minus bank loan rating, to the primary operating
subsidiary of USEC, United States Enrichment Corp's new $150
million senior secured revolving credit facility due Sept. 2005.
The bank loan rating is two notches higher than the corporate
credit rating.

Standard & Poor's said that it has also lowered its unsecured
debt rating on USEC to double-'B'-minus from double-'B',
reflecting the disadvantaged position the unsecured debt now
holds in the capital structure due to security granted to the
bank facility. Bethesda, Maryland-based USEC has $500 million in
total debt.

The new facility is fully and unconditionally guaranteed by USEC
and secured by accounts receivables and inventories, with a book
value of $185 million and $1.3 billion, at June 30, 2002,
respectively. "The rating on the new facility reflects Standard
& Poor's assessment that under a default scenario, there is a
very strong likelihood of full recovery of principal due to the
significant level of collateral securing the revolving credit
facility and the restrictions imposed under its borrowing base
calculation", said Standard & Poor's credit analyst Paul
Vastola. "Most of the company's receivables are from investment-
grade entities, which enhances collection expectations".

Standard & Poor's said that the affirmed corporate credit rating
USEC Inc. reflects USEC's position as the world's largest
producer of enriched uranium. The company provides uranium
enrichment services, a step in transforming natural uranium into
fuel for nuclear reactors producing electricity. The company has
leading market shares in North America and globally, but has
little influence on prices.


VELOCITA: Obtains Exclusivity Extension through January 24, 2003
----------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of New
Jersey, Velocita Corp., and its debtor-affiliates obtained an
extension of their exclusive periods.  The Court gives the
Debtors, until January 24, 2003, the exclusive right to file
their plan of reorganization and until March 25, 2003 to solicit
acceptances of that Plan from their creditors.

Velocita Corp., is in the business of building a nationwide
broadband fiber-optic network aimed at serving communications
carriers, internet service providers, data providers, television
and video providers, as well as corporate and government
customers. The Company filed for chapter 11 protection on May
30, 2002 in the U.S. Bankruptcy Court for the District of New
Jersey. Howard S. Greenberg, Esq., Morris S. Bauer, Esq., at
Ravin Greenberg PC and Gary T. Holtzer, Esq., at Weil, Gotshal &
Manges LLP represent the Debtors in their restructuring efforts.
As of March 31, 2002, the Company listed $482,807,000 in total
assets and $827,000,000 in total debts.


VENUS EXPLORATION: 3 Creditors File Invol. Bankruptcy Petition
--------------------------------------------------------------
Venus Exploration Inc., (OTCBB:VENX.OB) announced that three of
Venus' trade creditors, Baker Hughes, Knight Oil Tool, and
Pioneer Drilling, filed an involuntary bankruptcy petition
against Venus in the United States Bankruptcy Court for the
Eastern District of Texas, Beaumont Division, on Oct. 8, 2002,
according to Eugene L. Ames, Jr., Chairman & Chief Executive
Officer of Venus.

Ames added, "We are confident that an out of court settlement
will be reached and that the bankruptcy will be dismissed. In
spite of this filing, Venus is experiencing progress in
improving its financial condition. For example transactions to
sell two field development projects for approximately $3.4
million are expected to close within the next few weeks."

The Company expects to complete other sales of interests in
projects from its portfolio of drilling projects during coming
months. It expects that the proceeds of those sales will
continue to improve the company's working capital situation, and
as the buyers proceed with developing those prospects, the
company will receive additional income from any production
attributable to working interest or royalty interests that Venus
expects to retain in those projects.

Notwithstanding the expectations of the Company with regard to
such transactions, there can be no assurance that the Company
will be able to consummate such transactions and, even if such
transactions are consummated, that such transactions will be on
terms considered favorable to the Company.


VENUS EXPLORATION: Chapter 11 Involuntary Case Summary
------------------------------------------------------
Alleged Debtor: Venus Exploration, Inc.
                1250 North East Loop 410
                San Antonio, Texas 78209

Involuntary Petition Date: October 8, 2002

Case Number: 02-13109                  Chapter: 11

Court: Eastern District of Texas (Beaumont)
   
Petitioners' Counsel: Jason R. Searcy, Esq.
                      Jason R. Searcy, P.C.
                      P. O. Box 3929
                      Longview, TX 75606
                      (903) 757-3399

Petitioners: Knight Oil Tools, Inc.
             Attn: Mike Hamza
             P.O. Box 52688
             Lafayette, LA 70505

             Baker Hughes Oilfield Operations, Inc.
             3900 Essex Lane
             Suite 1200
             Houston, TX 77027

             Pioneer Drilling Services, Ltd.
             c/o Mustang Asset Management
             101 W. Fordall
             Henderson, TX 75651

Amount of Claim: $567,677


VIASYSTEMS GROUP: Asks Court to Appoint BSI as Claims Agent
-----------------------------------------------------------
Viasystems Group, Inc., and Viasystems, Inc., seek permission
from the U.S. Bankruptcy Court for the Southern District of New
York to employ Bankruptcy Services, LLC as the official claims
agent in the Company's chapter 11 cases.

Specifically, BSI will:

  a) electronically transfer a creditor database into the BSI
     Claims Management System;

  b) assist the Debtors with preparation of their schedules of
     liabilities;

  c) print and mail the first day orders, 341 notices, bar date
     notice and proof of claim form to all potential claimants,
     provide certificate of mailing, and coordinate placement of
     newspaper notices as requested;

  d) coordinate receipt of filed claims with the Court, and      
     provide secure storage for all original proofs of claim;

  e) enter filed claims into the BSI database, and match
     scheduled liabilities and filed claims by creditor number;

  f) provide copies of the claims register as required
     (frequency to be determined by the Court);

  g) if requested, provide exhibits and distribute materials in
     support of applications to allow, reduce, amend and expunge
     claims; and

  h) update claims register to reflect court orders affecting
     claims resolutions and transfers of ownership.

The Debtors also propose using BSI's services to assist them
with claims reconciliation and resolution services.  In this
regard, BCSI will:

  a) establish a database and provide periodic updates via
     electronic means;

  b) customize PC-based software to meet the specific business
     needs of the case;

  c) provide on-site hardware and software support at Debtors'
     and attorney's offices; and

  d) work directly with Debtors' management and staff to
     facilitate the claims reconciliation process. These
     procedures include:

       i) matching scheduled liabilities to filed claims;
      ii) identifying duplicate and amended claims
     iii) categorizing claims within "plan classes"
      iv) coding claims and preparing exhibits for omnibus
          claims motions to be filed by attorneys.

BSI will also assist the Debtors with disbursements:

  a) After confirmation of the plan of reorganization, BSI will
     calculate the disbursement amounts for cash and securities
     to holders of allowed claims. If necessary, reserves will
     be calculated for disputed claims. If appropriate, interest
     will be calculated for specific classes of claims subject
     to the treatment defined in the Plan.

  b) BSI will develop customized reports to meet the Debtors'
     requirements. Prior to processing any payments, the
     disbursement report will be submitted to the Debtors and
     their counsel for review and approval.

  c) Upon approval of the disbursement report, payments will be
     made to allow claim holders by check or wire transfer on an
     account established and funded by the client.
     Simultaneously, BSI will coordinate the issuance of new
     securities with a Transfer Agent/Trustee selected by the
     client. BSI will distribute the shares along with the cash
     payment and a letter of transmittal defining the payment.
     One or more escrow accounts will be established for the
     cash portion of the disputed claims reserves.

The Debtors are also seeking approval for their proposed
retention of Innisfree M&A Incorporated as the noticing and
information agent. The Debtors explain to the Court that the
services to be rendered by Innisfree will not duplicate with the
services being provided by BSI. Innisfree will assist the
Debtors in connection with the issues relating to the mailing of
notices to the Debtors' bondholders and other publicly held
securities, while BSI will assist the Debtors with noticing for
the general unsecured creditor body in the Debtors' chapter 11
cases.

BSI's professional fees are:

          Kathy Gerber            $195 per hour
          Senior Consultants      $175 per hour
          Programmer              $125 - $150 per hour
          Data Entry/Clerical     $ 40 - $ 60 per hour

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.


WILLIAMS CONTROLS: 109 Employees Initiates Strike in Portland
-------------------------------------------------------------
On September 9, 2002, members of United Auto Workers local 492,
which represents approximately 109 employees of Williams
Controls, Inc., initiated a strike. The strike affects the
Portland, Oregon manufacturing operations of the Company. The
Company continues to operate the Portland facility. The
Company's Sarasota, Florida operations are not affected. The
previous collective bargaining agreement between the Company and
UAW expired on August 31, 2002.

Williams Controls is open to communication, but it's really into
control. The company's biggest business is making electronic
throttles, exhaust brakes, and pneumatic controls for trucks and
other heavy equipment. Other operations include microcircuits,
cable assemblies (Aptek Williams), and global positioning
systems (GeoFocus -- which Williams Controls is selling). The
company also makes plastic parts (Premier Plastic Technologies,
which is being sold) and compressed natural gas conversion kits
for cars (NESC Williams). Major customers include Freightliner,
Navistar, and Volvo.

Williams Controls, Inc.'s June 30, 2002 balance sheets show a
working capital deficit of about $12 million, and a total
shareholders' equity deficit of about $12 million.


WINSTAR: Trustee Retains Herrick as Special Litigation Counsel
--------------------------------------------------------------
Chapter 7 Trustee Christine C. Shubert, overseeing the
liquidation of Winstar Communications, Inc.'s estate, sought and
obtained authority from the U.S. Bankruptcy Court for the
District of Delaware to employ and retain Herrick Feinstein LLP
as her special litigation counsel, effective July 1, 2002.

Herrick is representing the Trustee in the pending lawsuit
against Lucent Technologies Inc. and is examining the
possibility of asserting certain additional causes of action or
claims by the Trustee against Lucent.

The Trustee intends to compensate Herrick based on its current
customary hourly rates, subject to change from time to time:

                Partners              $375 - 570
                Counsel                350 - 600
                Associates             175 - 350
                Para-professionals     100 - 165

Herrick will also be reimbursed for reasonable out-of-pocket
expenses. (Winstar Bankruptcy News, Issue No. 34; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


WORLDCOM: Wants to Pull Plug on Broadwing Master Service Pact
-------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates are parties to a master
service agreement with IXC Communications Services, Inc., dated
March 25, 1999.  The Agreement has an initial term of five years
commencing on the effective date, February 1, 1999.  Thereafter,
the term will be automatically renewed on a month-to-month basis
unless terminated by either party upon 30 days' prior written
notice.

Pursuant to the Agreement, Lori R. Fife, Esq., at Weil Gotshal &
Manges LLP, in New York, explains that the Debtors lease DS-1,
DS-3, and OC-x capacity on a fiber optic and digital microwave
telecommunications system owned by Broadwing Communications
Services.  The Capacity purchased under the Agreement enables
the Debtors to receive and deliver voice and data traffic.

In accordance with the terms of the Agreement, Ms. Fife notes
that the Debtors are required to pay at least $230,000,000 for
the Capacity through the termination of the Agreement.  Subject
to certain credits for, among others, late delivery and
interruption, until the full payment of the Total Revenue
Commitment, the Agreement provides that the Debtors will pay to
Broadwing at least $4,200,000 a month for use of the Capacity.
The Debtors, however, currently use only a small portion of the
Capacity each month.  Specifically, the Debtors have installed
54% of the Capacity under the Agreement; however, the Debtors
are using 15% of that Capacity.  Based on the rates in the
Agreement, the installed Capacity would result in a cost to the
Debtors of $2,250,000 per month rather than the $4,200,000
monthly minimum provided in the Agreement.

Accordingly, the Debtors seek the Court's authority to reject
the Agreement, effective as of December 31, 2002.

Based upon the overcapacity in the market, the Debtors do not
believe they will be able to sell or assign the Agreement.  The
Agreement no longer serves any useful purpose for the Debtors.
By eliminating the unnecessary payment obligations associated
with the Agreement, Ms. Fife says, the Debtors' estates will
surely benefit.  "The benefit of the monthly savings clearly
outweighs the detrimental impact, if any, of an asserted
rejection damage claim," Ms. Fife asserts. (Worldcom Bankruptcy
News, Issue No. 9; Bankruptcy Creditors' Service, Inc., 609/392-
0900)   

DebtTraders reports that Worldcom Inc.'s 6.500% bonds due 2004
(WCOM04USN1) are trading between 12.5 and 13.5 . See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOM04USN1
for real-time bond pricing.    


* Jefferies Names Jim Nikolai as Chief Administrative Officer
-------------------------------------------------------------
Jefferies & Company, Inc., the principal operating subsidiary of
Jefferies Group, Inc., (NYSE:JEF) announced that James D.
Nikolai has been appointed Chief Administrative Officer.

Mr. Nikolai, who joined the firm in 1996, will continue to
report to John C. Shaw, Jr., President of Jefferies.

As Chief Information Officer, a position he held since late
1999, Mr. Nikolai has helped to develop a flexible and cost
efficient technology and processing infrastructure at Jefferies.
Under his leadership in technology, the firm has cost-
effectively incorporated all industry and regulatory
initiatives, while at the same time extended systems to meet the
needs of ongoing growth and expansion through additional offices
and new businesses.

The creation of this additional position brings together
Jefferies' Correspondent Clearing, Execution, and Securities
Lending businesses, as well as all technology initiatives at the
firm.

"Jim Nikolai has transformed Jefferies' Technology Group from a
support function to a solution and growth engine for the front-
end of our business," commented Richard B. Handler, Chairman and
Chief Executive Officer of Jefferies. "As we continue to build
our firm, integration and coordination become more important to
meeting the ever-growing demands of clients."

"Clearing, Execution, Securities Lending and Technology are as
important to our future as our other revenue-generating
businesses," said Mr. Shaw. "Jim has proven his effectiveness as
a manager by containing costs and eliminating redundancy through
the creation of cohesive and efficient processes. His skill and
experience uniquely qualify Jim to handle these new
responsibilities," he added.

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

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


* BOND PRICING: For the week of October 14 - October 18, 2002
------------------------------------------------------------

Issuer                                Coupon  Maturity  Price
------                                ------  --------  -----
AES Corporation                        9.375%  09/15/10    40
AES Corporation                        9.500%  06/01/09    39
Adaptec Inc.                           3.000%  03/05/07    66
Adelphia Communications                6.000%  02/15/06     7
Adelphia Communications               10.875%  10/01/10    34
Advanced Energy                        5.250%  11/15/06    61
Advanced Micro Devices Inc.            4.750%  02/01/22    46
Advanstar Communications              12.000%  02/15/11    66
Aether Systems                         6.000%  03/22/05    66
Agere Systems                          6.500%  12/15/09    42
Akamai Technologies                    5.500%  07/01/07    32
Alternative Living Services (Alterra)  5.250%  12/15/02     3
Alkermes Inc.                          3.750%  02/15/07    47
Alexion Pharmaceuticals Inc.           5.750%  03/15/07    62
Amazon.com Inc.                        4.750%  02/01/09    67
Amazon.com Inc.                        4.750%  02/01/09    67
American Tower Corp.                   6.250%  10/15/09    43
American Tower Corp.                   9.375%  02/01/09    48
American & Foreign Power               5.000%  03/01/30    59
Amkor Technology Inc.                  9.250%  05/01/06    68
Amkor Technology Inc.                  9.250%  02/15/08    68
AnnTaylor Stores                       0.550%  06/18/19    59
Armstrong World Industries             9.750%  04/15/08    42
AMR Corporation                        9.000%  09/15/16    74
AMR Corporation                        9.750%  08/15/21    75
AMR Corporation                        9.800%  10/01/21    75
Asarco Inc.                            8.500%  05/01/25    35
Aspen Technology                       5.250%  06/15/05    52
Atlas Air Inc.                         9.250%  04/15/08    51
AT&T Corp.                             6.500%  03/15/29    75
AT&T Wireless                          8.750%  03/01/31    67
AT&T Wireless                          8.125%  05/01/13    74
AT&T Wireless                          7.875%  03/01/11    73    
Aurora Foods                           9.875%  02/15/07    61
Avaya Inc.                            11.125%  04/01/09    62
Axcelis Technologies                   4.250%  01/15/07    62
Best Buy Co. Inc.                      0.684%  06?27/21    65
Bethlehem Steel                        8.450%  03/01/05    14
Borden Inc.                            7.875%  02/15/23    58
Borden Inc.                            8.375%  04/15/16    62
Borden Inc.                            9.250%  06/15/19    63
Borden Inc.                            9.200%  03/15/21    66
Boston Celtics                         6.000%  06/30/38    65
Brocade Communication Systems          2.000%  01/01/07    63
Brooks Automatic                       4.750%  06/01/08    70
Browning-Ferris Industries Inc.        7.400%  09/15/35    73
Budget Group Inc.                      9.125%  04/01/06    17
Burlington Northern                    3.200%  01/01/45    51
Burlington Northern                    3.800%  01/01/20    73
CSC Holdings Inc.                      7.625%  07/15/18    73
Calpine Corp.                          4.000%  12/26/06    39
Calpine Corp.                          4.000%  12/26/06    42
Calpine Corp.                          8.500%  02/15/11    38
Capital One Financial                  7.125%  08/01/08    68
Case Corp.                             7.250%  01/15/16    72
Cell Therapeutic                       5.750%  06/15/08    43
Centennial Cell                       10.750%  12/15/08    57
Century Communications                 8.875%  01/15/07    34
Champion Enterprises                   7.625%  05/15/09    32
Charter Communications, Inc.           4.750%  06/01/06    25
Charter Communications, Inc.           5.750%  10/15/05    31
Charter Communications Holdings        8.250%  04/01/07    52
Charter Communications Holdings        8.625%  04/01/09    52
Charter Communications Holdings        9.625%  11/15/09    53
Charter Communications Holdings       10.000%  04/01/09    52
Charter Communications Holdings       10.000%  05/15/11    52
Charter Communications Holdings       10.250%  01/15/10    52
Charter Communications Holdings       10.750%  10/01/09    53
Charter Communications Holdings       11.125%  01/15/11    52
Ciena Corporation                      3.750%  02/01/08    59
Cincinnati Bell Telephone (Broadwing)  6.300%  12/01/28    73
Cincinnati Bell Inc. (Broadwing)       7.250%  06/15/23    73
CIT Group Holdings                     5.875%  10/15/08    74
Coastal Corp.                          6.375%  02/01/09    74
Coastal Corp.                          6.500%  05/15/06    69
Coastal Corp.                          6.500%  06/01/08    73
Coastal Corp.                          6.950%  06/01/28    45
Coastal Corp.                          7.420%  02/15/37    55
Coastal Corp.                          7.500%  08/15/06    73
Coastal Corp.                          7.750%  10/15/35    53
Coeur D'Alene                          6.375%  01/31/05    73
Coeur D'Alene                          7.250%  10/31/05    70
Cogentrix Energy                       8.750%  10/15/08    75
Comcast Corp.                          2.000%  10/15/29    18
Comforce Operating                    12.000%  12/01/07    58
Commscope Inc.                         4.000%  12/15/06    74
Computer Associates                    5.000%  03/15/07    72
Computer Network                       3.000%  02/15/07    60
Conexant Systems                       4.000%  02/01/07    27
Conexant Systems                       4.250%  05/01/06    35
Conseco Inc.                           8.750%  02/09/04    11
Conseco Inc.                          10.750%  06/15/09    23
Continental Airlines                   4.500%  02/01/07    31
Corning Inc.                           3.500%  11/01/08    50
Corning Inc.                           6.300%  03/01/09    63
Corning Inc.                           6.750%  09/15/13    53
Corning Inc.                           6.850%  03/01/29    42
Corning Inc.                           7.000%  03/15/07    74
Corning Inc.                           8.875%  08/15/21    56
Corning Glass                          7.000%  03/15/07    74
Corning Glass                          8.875%  03/15/16    60
Cox Communications Inc.                0.348%  02/23/21    70
Cox Communications Inc.                0.348%  02/23/21    70
Cox Communications Inc.                0.426%  04/19/20    42
Cox Communications Inc.                7.750%  11/15/29    24
Critical Path                          5.750%  04/01/05    63
Critical Path                          5.750%  04/01/05    63
Crown Castle International             9.000%  05/15/11    62
Crown Castle International             9.375%  08/01/11    63
Crown Castle International             9.500%  08/01/11    63
Crown Cork & Seal                      8.375%  01/15/05    70
Cubist Pharmacy                        5.500%  11/01/08    40
Cummins Engine                         5.650%  03/01/98    62
Cypress Semiconductor                  4.000%  02/01/05    70  
Dana Corp.                             7.000%  03/01/29    69
Dana Corp.                             7.000%  03/15/28    69
Delta Air Lines                        9.000%  05/15/16    59
Delta Air Lines                        9.250%  03/15/22    57
Delta Air Lines                        9.750%  05/15/21    60
Delta Air Lines                       10.125%  05/15/10    74
Delta Air Lines                       10.375%  02/01/11    74
Delta Air Lines                       10.375%  12/15/22    63
Dillard Department Store               7.000%  12/01/28    70
Dobson Communications Corp.           10.875%  07/01/10    72
Dobson/Sygnet                         12.250%  12/15/08    74
Documentum Inc.                        4.500%  04/01/07    74  
Dresser Industries                     7.600%  08/15/96    60
DVI Inc.                               9.875%  02/01/04    73
Dynegy Holdings Inc.                   6.875%  04/01/11    41
EOTT Energy Partner                   11.000%  10/01/09    67
Echostar Communications                4.875%  01/01/07    74
Echostar Communications                5.750%  05/15/08    73
Edison Mission                         7.330%  09/15/08    71
El Paso Corp.                          7.000%  05/15/11    61
El Paso Corp.                          7.750%  01/15/32    57
El Paso Natural Gas                    7.500%  11/15/26    59
El Paso Natural Gas                    8.625%  01/15/22    69  
Emulex Corp.                           1.750%  02/01/07    72
Enzon Inc.                             4.500%  07/01/08    67
Equistar Chemicals                     7.550%  02/15/26    65
E*Trade Group                          6.750%  05/15/08    71
Extreme Networks                       3.500%  12/01/06    75
FEI Company                            5.500%  08/15/08    71
Finisar Corp.                          5.250%  10/15/08    55
Finova Group                           7.500%  11/15/09    29
Fleming Companies Inc.                 5.250%  03/15/09    33
Fleming Companies Inc.                10.625%  07/31/07    62
Food Lion Inc.                         8.050%  04/15/27    75
Ford Motor Co.                         6.625%  02/15/28    74
Fort James Corp.                       7.750%  11/15/23    72
Foster Wheeler                         6.750%  11/15/05    58
GCI Inc.                               9.750%  08/01/07    60
General Physics                        6.000%  06/30/04    52
Geo Specialty                         10.125%  08/01/08    72
Georgia-Pacific                        7.375%  12/01/25    69
Globespan Inc.                         5.250%  05/15/06    74
Goodyear Tire                          7.000%  03/15/28    67
Gulf Mobile Ohio                       5.000%  12/01/56    63
Hanover Compress                       4.750%  03/15/08    64
Hasbro Inc.                            6.600%  07/15/28    74
Health Management Associates Inc.      0.250%  08/16/20    69
Health Management Associates Inc.      0.250%  08/16/20    69
HealthSouth Corp.                      7.000%  06/15/08    62
HealthSouth Corp.                      8.375%  10/01/11    66
HealthSouth Corp.                     10.750%  10/01/08    70
Human Genome                           3.750%  03/15/07    64
Human Genome                           5.000%  02/01/07    70
Huntsman Polymer                      11.750%  12/01/04    67
I2 Technologies                        5.250%  12/15/06    58
ICN Pharmaceuticals Inc.               6.500%  07/15/08    62
IMC Global Inc.                        7.300%  01/15/28    73
Ikon Office                            6.750%  12/01/25    70
Ikon Office                            7.300%  11/01/27    74
Imcera Group                           7.000%  12/15/13    69
Imclone Systems                        5.500%  03/01/05    57
Inhale Therapeutic Systems Inc.        3.500%  10/17/07    42
Inland Steel Co.                       7.900%  01/15/07    57
International Rectifier                4.250%  07/15/07    75    
Interpublic Group                      1.870%  06/01/06    70
JL French Auto                        11.500%  06/01/09    54
Juniper Networks                       4.750%  03/15/07    69
Kaiser Aluminum & Chemicals Corp.      9.875%  02/15/49    62
Kmart Corporation                      9.375%  02/01/06    17
Kulicke & Soffa Industries Inc.        5.250%  08/15/06    42
LSI Logic                              4.000%  11/01/06    75
LSP Energy LP                          8.160%  07/15/25    74
LTX Corporation                        4.250%  08/15/06    60
Lehman Brothers Holding                8.000%  11/13/03    63
Level 3 Communications                 6.000%  09/15/09    29
Level 3 Communications                 6.000%  03/15/09    32
Level 3 Communications                 9.125%  05/01/08    53
Liberty Media                          3.500%  01/15/31    61
Liberty Media                          3.500%  01/15/31    61
LSI Logic                              4.000%  11/01/06    72
LSI Logic                              4.000%  11/01/06    73
Lucent Technologies                    5.500%  11/15/08    51
Lucent Technologies                    6.450%  03/15/29    32
Lucent Technologies                    6.500%  01/15/28    32
Lucent Technologies                    7.250%  07/15/06    43
Magellan Health                        9.000%  02/15/08    18
Mail-Well I Corp.                      8.750%  12/15/08    48
Mastec Inc.                            7.750%  02/01/08    73
Medarex Inc.                           4.500%  07/01/06    57
Mediacom Communications                5.250%  07/01/06    61
Mediacom LLC                           7.875%  02/15/11    74
Mediacom LLC                           8.500%  04/15/08    75
Mediacom LLC                           9.500%  01/15/13    72
Metris Companies                      10.125%  07/15/06    75
Mikohn Gaming                         11.875%  08/15/08    64
Mirant Corp.                           5.750%  07/15/07    37
Mirant Americas                        7.200%  10/01/08    66
Mirant Americas                        7.625%  05/01/06    56
Mirant Americas                        8.300%  05/01/11    62
Mirant Americas                        8.500%  10/01/21    53
Mirant Americas                        9.125%  05/01/31    59
Mission Energy                        13.500%  07/15/08    43
Missouri Pacific Railroad              4.750%  01/01/20    71
Missouri Pacific Railroad              4.750%  01/01/30    68
Missouri Pacific Railroad              5.000%  01/01/45    61
Motorola Inc.                          5.220%  10/01/21    54
MSX International                     11.375%  01/15/08    64
NTL (Delaware)                         5.750%  12/15/09    14
NTL Communications Corp                6.750%  05/15/08    16
National Vision                       12.000%  03/30/09    60
Natural Microsystems                   5.000%  10/15/05    58
Navistar Financial                     4.750%  04/01/09    69
Nextel Communications                  6.000%  06/01/11    71
Nextel Partners                       11.000%  03/15/10    67
NGC Corp.                              7.625%  10/15/26    56
Noram Energy                           6.000%  03/15/12    72
Northern Pacific Railway               3.000%  01/01/47    52
Northern Pacific Railway               3.000%  01/01/47    52
Nvidia Corp.                           4.750%  10/15/07    72
ON Semiconductor                      12.000%  05/15/08    73
ONI Systems Corporation                5.000%  10/15/05    74
OSI Pharmaceuticals                    4.000%  02/01/09    64
Owens-Illinois Inc.                    7.800%  05/15/18    74
PG&E National Energy                  10.375%  05/16/11    36
Panamsat Corp.                         6.875%  01/15/28    72
Pegasus Satellite                     12.375%  08/01/06    49
Photronics Inc.                        4.750%  12/15/06    68
PMC-Sierra Inc.                        3.750%  08/15/06    65
Polaroid Corp.                        11.500%  02/15/06     5
Primedia Inc.                          7.625%  04/01/08    67
Providian Financial                    3.250%  08/15/05    64
Public Service Electric & Gas          5.000%  07/01/37    72
Photronics Inc.                        4.750%  12/15/06    72
Quanta Services                        4.000%  07/01/07    49
Qwest Capital Funding                  7.000%  08/03/09    44
Qwest Capital Funding                  7.250%  02/15/11    44
Qwest Capital Funding                  7.625%  08/03/21    47
Qwest Capital Funding                  7.750%  08/15/06    62
Qwest Capital Funding                  7.900%  08/15/10    44
Qwest Communications Int'l             7.250%  11/01/06    48
RF Micro Devices                       3.750%  08/15/05    74
RF Micro Devices                       3.750%  08/15/05    74
Redback Networks                       5.000%  04/01/07    32
Rite Aid Corp.                         7.125%  01/15/07    70
Rite Aid Corp.                         7.125%  01/15/07    69
Rockwell Int'l                         5.200%  01/15/98    72
Royster-Clark                         10.250%  04/01/09    70
Rural Cellular                         9.625%  05/15/08    50
Ryder System Inc.                      5.000%  02/25/21    74
SBA Communications                    10.250%  02/01/09    37
SCI Systems Inc.                       3.000%  03/15/07    59
Saks Inc.                              7.375%  02/15/19    74
Sepracor Inc.                          5.000%  02/15/07    47
Sepracor Inc.                          7.000%  12/15/05    62
Service Corp. Int'l                    6.750%  06/22/08    74
Silicon Graphics                       5.250%  09/01/04    54
Skechers USA, Inc.                     4.500%  04/15/07    65
Solutia Inc.                           7.375%  10/15/27    71
Sonat Inc.                             6.625%  02/01/08    63
Sonat Inc.                             6.750%  10/01/07    65
Sonic Automotive                       5.250%  05/07/09    71
Sotheby's Holdings                     6.875%  02/01/09    73
Sprint Capital Corp.                   6.000%  01/15/07    64
Sprint Capital Corp.                   6.875%  11/15/28    54
Sprint Capital Corp.                   6.900%  05/01/19    56
Sprint Capital Corp.                   8.375%  03/15/28    66
Sprint Capital Corp.                   8.750%  03/15/32    64
TCI Communications Inc.                7.125%  02/15/28    74
Tenneco Inc.                          10.000%  03/15/08    74
Tenneco Inc.                          11.625%  10/15/09    75
Teradyne Inc.                          3.750%  10/15/06    72
Tesoro Pete Corp.                      9.000%  07/01/08    50
Time Warner Inc.                       6.625%  05/15/29    74
Transwitch Corp.                       4.500%  09/12/05    59
Trenwick Capital I                     8.820%  02/01/37    74
Tribune Company                        2.000%  05/15/29    65
Triton PCS Inc.                        8.750%  11/15/11    69
Triton PCS Inc.                        9.375%  02/01/11    74
Trump Atlantic                        11.250%  05/01/06    73
Turner Broadcasting                    8.375%  07/01/13    74
TXU Corp.                              6.375%  06/15/06    75
US Airways Passenger                   6.820%  01/30/14    71
US Airways Inc.                        7.960%  01/20/18    74
Ugly Duckling                         11.000%  04/15/07    60
United Air Lines                      10.670%  05/01/04    20
United Air Lines                      11.210%  05/01/14    28
Universal Health Services              0.426%  06/23/20    66
US Timberlands                         9.625%  11/15/07    54
US West Capital Funding                6.250%  07/15/05    63
US West Capital Funding                6.375%  07/15/08    45
US West Capital Funding                6.875%  07/15/28    67
US West Communications                 7.250%  10/15/35    66
US West Communications                 7.500%  06/15/23    71
Utilicorp United                       7.625%  11/15/09    71
Utilicorp United                       7.950%  02/01/11    73
Utilicorp United                       8.000%  03/01/23    58
Utilicorp United                       8.270%  11/15/21    61
Veeco Instrument                       4.125%  12/21/08    66
Vertex Pharmaceuticals                 5.000%  09/19/07    73
Vesta Insurance Group                  8.750%  07/15/25    73
Viropharma Inc.                        6.000%  03/01/07    35
Vitesse Semiconductor                  4.000%  03/15/05    72
Weirton Steel                         10.750%  06/01/05    66
Westpoint Stevens                      7.875%  06/15/08    27
Williams Companies                     6.625%  11/15/04    65
Williams Companies                     7.125%  09/01/11    73
Williams Companies                     7.875%  09/01/21    65
Williams Holding (Delaware)            6.250%  02/01/06    71
Williams Holding (Delaware)            6.500%  12/01/08    56
Wind River System                      3.750%  12/15/06    69
Witco Corp.                            6.875%  02/01/26    68
Worldcom Inc.                          6.400%  08/15/05    12
XM Satellite Radio                     7.750%  03/01/06    34
Xerox Corp.                            0.570%  04/21/18    56
Xerox Credit                           7.200%  08/05/12    56

                          *********

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

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

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

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

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

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

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

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

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

The TCR subscription rate is $625 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same
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are $25 each.  For subscription information, contact Christopher
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                *** End of Transmission ***