TCR_Public/021016.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, October 16, 2002, Vol. 6, No. 205    

                          Headlines

ADVANCED OXYGEN: Independent Auditors Raise Going Concern Doubt
ADVANCED TISSUE: UST to Convene Sec. 341(a) Meeting on Nov. 7
ADVANCED TISSUE: Nasdaq Will Knock-Off Shares Effective Monday
AETNA INDUSTRIES: Court Fixes October 23, 2002 Claims Bar Date
ALLMERICA FINANCIAL: AM Best Junks Financial Strength Rating

AMERICAN BUILDINGS: S&P Drops Subordinated Debt Rating to D
AMERICA WEST: Q3 Earnings Conference Call Slated for Tomorrow
ANC RENTAL: Wins Nod to Consolidate Ops. at Philadelphia Airport
ASBESTOS CLAIMS: Disclosure Statement Hearing Set for October 31
BALLY TOTAL FITNESS: S&P Revises Outlook on B+ Rating to Stable

BIRMINGHAM STEEL: Gets Go-Signal to Hire Freshfields Bruckhaus
BUDGET GROUP: Secures Okay to Expand Fowler White's Engagement
CALPINE: CEO Peter Cartwright Cancels Pre-Arranged Trading Plan
CHARMING SHOPPES: September Total Sales Fall 9% to $198 Million
CLARK RETAIL: Files for Chapter 11 Reorganization in Chicago

CLARK RETAIL: Case Summary & 20 Largest Unsecured Creditors
CLAXSON INTERACTIVE: Fails to Maintain Nasdaq Listing Standards
COVANTA: Reaches Standstill Pact with AIG-FP Funding, et. al.
CUTTER & BUCK: Regains Compliance with Nasdaq Listing Guidelines
DDI CORP: Implements Additional Cost Restructuring Measures

DIAL CORP: Board of Directors Declares Quarterly Dividend
ELDERTRUST: Working Capital Deficit Drops to $30MM at Sept. 30
ELDERTRUST: Addresses Tenant Professional Liability Loss Issue
ENCOMPASS SERVICES: Proposes Financial Workout Plan to Creditors
ENRON CORP: Wants Plan Filing Exclusivity Stretched to Jan. 31

EOTT ENERGY: Taps Haynes & Boone to Prosecute Chapter 11 Case
GENERAL CABLE: Lenders Relax Credit Pact's Finanical Covenants
GENTEK INC: US Trustee to Convene Meeting to Form Committees
GENTEK: S&P Drops Senior Secured Rating to D After Ch. 11 Filing
GLOBAL CROSSING: Signs-Up Ingram Yuzek for Tax-Related Services

GREAT LAKES: Revenue Passenger Miles Up 5.2% in September 2002
HEALTHAXIS INC: Nasdaq OKs Continued Listing on SmallCap Market
HORNBECK OFFSHORE: S&P Affirms B+ Credit & Senior Debt Ratings
ICG COMM: Pushing with Sale of Maroon Circle Property for $1.25M
IMC GLOBAL: S&P Revises Outlook to Neg. on Subpar Fin'l Profile

INTEGRATED HEALTH: Seeks Final Okay to Amend DIP Credit Pact
INTERPLAY ENTERTAINMENT: CEO Pleased with Turnaround Progress
KAISER ALUMINUM: Proposes Uniform Bar Date Notice Procedures
KASPER ASL: Obtains Court Nod to Hire Ernst & Young as Auditors
KMART: Court OKs Assumption of Manhattan Software License Pact

LAND O'LAKES: Moody's Takes Downgrade Actions on Senior Ratings
LERNOUT: SEC Files Suit for Accounting Fraud Against Debtors
LUMENON: Shareholders Approve Financing Facility with Crossover
MANITOWOC COMPANY: Board Declares Cash Dividend to Shareholders
MARSH SUPERMARKETS: S&P Revises Low-B Ratings Outlook to Neg.

METALS USA: FTI Consulting Replaces PwC as Financial Advisors
METRETEK TECHNOLOGIES: Commences OTCBB Trading Effective Oct. 15
METROMEDIA FIBER: PAIX Teams-Up with Pacific Wave in Seattle, WA
MILACRON: Affirms Third-Quarter Results In Line With Guidance
NAPSTER: Trustee Wants to Dip into Bertelsmann's Cash Collateral

NATIONSRENT INC: Wants to Include Heller Financial in Mediation
NCS HEALTHCARE: Amends Solicitation Statement re Tender Offer
NEON COMMS: Court Sets Plan Confirmation Hearing for October 21
NETWORK ACCESS: Wins Court Nod to Employ PricewaterhouseCoopers
NEXTREND INC: Files for Chapter 11 Reorganization in Texas

NORTHWEST AIRLINES: Q3 Earnings Conference Call Set for Tomorrow
PICADILLY CAFETERIAS: Gets Authority to Issue 100 Million Shares
PRIMIX SOLUTIONS: Plans to File for Chapter 7 Liquidation Soon
PROVIDIAN FINANCIAL: Will Publish Q3 2002 Results on October 28
PUBLIC SERVICE ENTERPRISES: Moody's Reaffirms All Credit Ratings

ROHN INDUSTRIES: Completes Listing Transfer to Nasdaq SmallCap
RURAL CELLULAR: Will Pay Dividends on Senior & Junior Preferreds
SAFETY-KLEEN CORP: Wants to Assign Trumbull Pact to EPIQ Systems
SCIENTIFIC LEARNING: Will Hold Q3 Conference Call on October 24
SEPRACOR INC: PRIMECAP Management Discloses 8.54% Equity Stake

SIRIUS: Interest Nonpayment Spurs S&P to Cut Credit Rating to D
SOLUTIA INC: Updates Third Quarter 2002 Earnings Outlook
STARBAND COMMS: Wants More Time to File Chapter 11 Plan
STERLING CHEMICALS: Texas Court Confirms Disclosure Statement
TOWER AUTOMOTIVE: Appoints NYLIM to Manage $100MM Pension Plan

UBIQUITEL INC: S&P Junks Corporate Credit Rating at CCC+
UNITED AIRLINES: Applauds Unions Commitment to Coalition Process
US DIAGNOSTIC: Will Auction-Off Assets & Contracts on Monday
US UNWIRED: S&P Places Ratings on Watch Neg. Due to Slow Growth
VELOCITA: Court OKs Deloitte & Touche as Reorganization Advisors

VIASYSTEMS GROUP: Taps Innisfree as Notice and Information Agent
WESTPOINT STEVENS: State Street Discloses 10.6% Equity Stake
WNC HOUSING: Future Cash Flows Insufficient to Meet Obligations
WORLDCOM: Integral Obtains Stay Relief to Pursue Oklahoma Action
WORLDCOM INC: New York Court Approves $1.1 Billion DIP Financing

WYNDHAM INT'L: Equity Trading Moved to American Stock Exchange
XO: Pulls Plug on Investment Pact with Forstmann Little & TelMex
YORK RESEARCH: SDNY Court to Consider Plan on October 30, 2002

* Jefferies & Company Hires Robert H. Lessin as Vice Chairman

* Meetings, Conferences and Seminars

                          *********

ADVANCED OXYGEN: Independent Auditors Raise Going Concern Doubt
---------------------------------------------------------------
Advanced Oxygen Technologies, Inc., maintains a database of
business contacts that have participated in conference events.  
The Database was obtained through acquisition and the Company's
activities of marketing events and producing CD-ROMS for
clients. The Company maintains and updates contact fields on a
quarterly basis.

AOXY has a database management contract with Dun and Bradstreet,
and Walter Karl, Inc., a division of InfoUSA, Inc., whereby,
Walter Karl, Inc., will broker the Company's Database. Walter
Karl's function is to market and rent the data contained in the
Database. This is available in one of two formats: on a one time
basis, or a 'database' basis whereby the customer will commit to
a minimum number of contact names. The majority of the customers
using the Database through WK are direct business to business
marketers. WK receives a fee for each sale. During the year
ending June 30, 2002 Walter Karl was the Company's only source
of revenue. During this period, Walter Karl is the Company's
only customer.

AOXY has an agreement with Dun and Bradstreet whereby DB will
update, correct, append, and offer deletions to the Database. DB
will evaluate the Database each time, and has the option to
purchase contacts on a case by case as they see fit, in which
case AOXY would receive a fee. Correspondingly, should AOXY,
rent, sell or otherwise profit from registered DB information,
AOXY would pay a fee to DB. To date, AOXY has not sold any
registered DB information.

The Company had a location in Santa Clarita, CA for operations.
The Company had abandoned this facility and equipment and
maintains no staff other than the sole officer of the Company.
Currently, the sole officer of the Company allows the Company to
maintain its books, records and operations at its office.

The Company continues it efforts to raise capital to support
operations and growth, and is actively searching acquisition or
merger with another company that would compliment AOXY or
increase its earnings potential. During this period, the Company
has had discussions with candidates, and has had no success in
securing negotiations or a transaction. Further, the Company's
financial position makes it difficult for the Company to
continue operations. The foregoing raise substantial doubt about
the Company's ability to continue as a going concern. The
Company's continuation as a going concern is dependent on the
attainment of profitable operations and meeting its obligations
on a timely basis, which during this period, the Company has not
been able to do.


ADVANCED TISSUE: UST to Convene Sec. 341(a) Meeting on Nov. 7
-------------------------------------------------------------
The United States Trustee will convene a meeting of Advanced
Tissue Sciences, Inc.'s creditors on November 7, 2002 at 10:00
a.m. in Suite 630 of the Emerald Plaza Building in San Diego.  
This is the first meeting of creditors required under 11 U.S.C.
Sec. 341(a) in all bankruptcy cases.

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

Advanced Tissue Sciences, Inc., is engaged in the development
and manufacture of human-based tissue products for tissue repair
and transplantation. The Company filed for chapter 11 protection
on October 10, 2002 at the U.S. Bankruptcy Court for the
Southern District of California (San Diego). Craig H. Millet,
Esq., and Eric J. Fromme, Esq., at Gibson, Dunn & Crutcher LLP
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$32,200,000 in total assets and $16,900,000 in total debts.


ADVANCED TISSUE: Nasdaq Will Knock-Off Shares Effective Monday
--------------------------------------------------------------
Advanced Tissue Sciences, Inc., (NASDAQ: ATIS) announced that
the company's securities will be delisted from the NASDAQ Stock
Market at the opening of business on October 21, 2002. As a
result of the company's Chapter 11 bankruptcy filing on October
10, and in accordance with Marketplace Rules 4330(a)(1) and
4450(f), the NASDAQ has notified the company that it will delist
the company's securities from the NASDAQ, subject to the
company's right of appeal. The company has determined not to
appeal the NASDAQ's decision but will consider, when
appropriate, making application to be listed on the OTC Bulletin
Board.

Effective with the opening of trading on October 15, the letter
Q will be appended to the company's trading symbol.

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


AETNA INDUSTRIES: Court Fixes October 23, 2002 Claims Bar Date
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware sets
October 23, 2002 as the Claims Bar Date -- the deadline for
creditors of Aetna Industries, Inc., to file their proofs of
claim or be forever barred from asserting that claim.

All proofs of claim must be filed by mail, by hand or overnight
courier with the Debtors' Claims Agent, Bankruptcy Services LLC,  
and must be received before 4:00 p.m. Eastern Standard Time on
the Claims Bar Date.

Aetna Industries, Inc., is a direct supplier of high quality
modules, welded subassemblies and chassis parts used as original
equipment components in the North American automobile industry.
The company filed for Chapter 11 protection on February 11,
2002, reporting estimated assets and debts of more than $100
million respectively. Mark Minuti, Esq., at Saul Ewing LLP and
Robert Welsberg, Esq., at Carson Fischer, PLC represent the
debtor in its restructuring efforts.


ALLMERICA FINANCIAL: AM Best Junks Financial Strength Rating
------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength ratings from
B+ (Very Good) to C++ (Marginal) of Allmerica Financial
Corporation's (Worcester, MA) (NYSE:AFC) life/annuity companies
and from A- (Excellent) to B++ (Very Good) of its
property/casualty companies.

In addition, AFC's senior debt ratings were downgraded from
"bbb-" to "bb+", the capital securities rating from "bb" to "bb-
," while the commercial paper rating was lowered from AMB-3 to
AMB-4. All of AFC's financial strength and long-term debt
ratings remain under review with negative implications.

Allmerica's life insurance operations are now being
significantly restructured with a focus on distribution of
third-party products. Concurrently, all proprietary products of
AFC's life operations are no longer being sold.

The rating actions reflect the inherent uncertainty on numerous
levels caused by the precipitous decline in capital and
financial condition of the life insurance subsidiaries, First
Allmerica Financial Life Insurance Company (FAFLIC) and
Allmerica Financial Life & Annuity Company (AFLIAC). As a
result, the current financial profile and capital levels of the
life companies are not consistent with a secure rating. FAFLIC
is currently in need of significant improvement to its surplus
in order to comply with an agreement with the Massachusetts
Department of Insurance to maintain a minimum annual risk-based
capital of 225%. The erosion in FAFLIC's surplus is due
primarily to the operating performance of its subsidiary,
AFLIAC, whose performance has been negatively impacted by the
significant downturn in the equity markets.

On a stand-alone basis, the property/casualty operations are
adequately capitalized. However, A.M. Best is concerned that the
line of separation between AFC's life operations and
property/casualty operations is clouded and that a conflict
exists between capital support for the run-off of the life
operations and maintenance of excellent capital levels and
financial strength ratings of the property/casualty
subsidiaries. While there are various financial ties between the
life companies and the holding company and property/casualty
companies, the DOI agreement is the most significant.

Management is currently exploring a number of strategic
alternatives, which may provide additional capital to the life
companies in the near term. The strategic alternatives include
seeking reinsurance, a sale of the variable annuity or other
blocks of business and other forms of capital raising. While
there is merit in certain of these strategic alternatives, the
level of additional capital to be realized from these
transactions is limited and could be lower than the
approximately $100 million immediate capital needed to meet the
annual 225% RBC level under the agreement with the Massachusetts
DOI. Liquidity and operating cash flows, however, are not
considered an immediate concern. The surrender charges
associated with the $12 billion variable annuity book should
allow for an orderly run-off while the liquidity of the general
account assets should be available to efficiently run off the
remaining blocks of business.

The operating performance of the property/casualty insurance
operations has significantly improved relative to 2001, and good
results are expected into 2003. However, despite the favorable
trends and strength of these operations, A.M. Best is concerned
about potential negative qualitative effects on the
property/casualty operations due to the situation of the life
business. These companies have been--and will continue to be--
the sole support of holding company obligations. Prior to any
adjustments, AFC's financial leverage--excluding funding
agreements--is moderate. However, leverage increases
significantly when equity and deferred acquisition costs
associated with the life business are excluded. At the time of
this release, there are sufficient assets at the holding company
to pay fixed obligations into 2003. However, the holding
company's financial flexibility is considerably lower than just
a few months ago. The financial strength and debt rating
downgrades partially reflect the fact that the financial profile
has deteriorated, providing a cloud of uncertainty and concern
over the holding company and property/casualty operations as the
difficulties of the life companies play out.

For a complete listing of companies with affected financial
strength and debt ratings, please visit
http://www.ambest.com/press/allmerica4.pdf

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


AMERICAN BUILDINGS: S&P Drops Subordinated Debt Rating to D
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its subordinated debt
rating on American Buildings Co.'s C$84 million 12.5%
subordinated notes due 2007 to 'D' from double-'C' and removed
it from CreditWatch. The notes were issued by American Buildings
subsidiary Vicwest Corp., and guaranteed by American Buildings.
Standard & Poor's said that its double-'C' corporate credit
rating on American Buildings Co., remains on CreditWatch with
developing implications where it was placed on September 12,
2002.

Standard & Poor's said that the downgrade is due to an event of
default for non-payment of interest, as the 30-day grace period
permitted under the bond's trust indenture has expired, although
a majority of note holders have agreed not to support any
exercise of remedies relating to this event of default prior to
November 15, 2002.

"The company continues to be in discussions with its senior
lenders to rectify the event of default", said Standard & Poor's
credit analyst Pamela Rice. "The ratings could be raised if the
company is able to amend the bank agreement and makes the bond
interest payment. Alternatively, the ratings will be lowered if
the company is unable to amend the bank credit agreement, bank
loan payments are rescheduled, or the lenders declare the senior
debt to be due and payable".

American Buildings manufactures engineered metal building
products, including metal building systems, steel components,
and entry systems for industrial, commercial, and other
applications.


AMERICA WEST: Q3 Earnings Conference Call Slated for Tomorrow
-------------------------------------------------------------
America West Holdings Corporation (NYSE: AWA) will conduct a
live audio webcast of its third quarter 2002 earnings conference
call with the financial community on Thursday, Oct. 17, 2002 at
4:00 p.m. EDT (1:00 p.m. PDT).

The webcast will be available to the public on a listen-only
basis at the company's Web site, http://www.americawest.com  An  
archive of the webcast will be available on the site through
Oct. 21, 2002.  Listeners to the webcast will need a current
version of Windows MediaPlayer software and at least a 28.8 kbps
connection to the Internet.

Additionally, America West will make available on its Web site a
number of charts and graphs depicting the company's financial
performance and operational improvements.  These visuals will be
available at the public/investor relations section of the Web
site after the company's earnings are released.

America West Holdings Corporation is an aviation and travel
services company with 2001 revenue of $2.1 billion.  Wholly
owned subsidiary America West Airlines is the nation's eighth-
largest carrier serving 89 destinations in the U.S., Canada and
Mexico.  The Leisure Company, also a wholly owned subsidiary, is
one of the nation's largest tour packagers.

                         *    *    *

As reported in Troubled Company Reporter's June 6, 2002 edition,
Standard & Poor's raised America West's junk corporate credit
rating to 'B-'.


ANC RENTAL: Wins Nod to Consolidate Ops. at Philadelphia Airport
----------------------------------------------------------------
To secure significant cost savings at the Philadelphia
International Airport in Philadelphia, Pennsylvania while at the
same time improve service to its customers, ANC Rental
Corporation and its debtor-affiliates obtained permission from
the U.S. Bankruptcy Court for the District of Delaware to
reject:

-- the August 12, 1988 Operating License between Alamo and the
   City of Philadelphia through its Department of Commerce,
   whereby Alamo was granted the right to operate a car rental
   concession at the Philadelphia Airport, and

-- the Facility Agreement for the lease of certain premises
   located at the Philadelphia Airport.

With the Court approval, the Debtors will assume and assign to
ANC:

-- the October 1, 1982 Operating License between National and
   Philadelphia City, and

-- the Facility Agreement between National for the lease of
   certain premises located at the Philadelphia Airport.

The consolidation of operations at the Philadelphia Airport is
expected to generate savings for the Debtors up to $2,227,000
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)


ASBESTOS CLAIMS: Disclosure Statement Hearing Set for October 31
----------------------------------------------------------------
On August 19, 2002, Asbestos Claims Management Corporation filed
a Plan of Reorganization and an accompanying Disclosure
Statement with the U.S. Bankruptcy Court for the Northern
District of Texas.

A hearing to consider the adequacy of the Debtor's Disclosure
Statement will be held before the Honorable Steven A. Felsenthal
on October 31, 2002 at 9:30 a.m. CST or as soon thereafter as
counsel can be heard.

Any objections to the Disclosure Statement must be filed with
the Court and received on or before October 25, 2002, with
copies also sent to:

       (i) Counsel for ACMC
           Michael A. Rosenthal, Esq.
           Gibson, Dunn & Crutcher LLP
           2100 McKinney Avenue
           Suite 1100
           Dallas, Texas 75201

      (ii) Office of the United States Trustee
           George McElreath
           1100 Commerce Street, Room 9C60
           Dallas, Texas 75242

     (iii) W.D. Hilton Jr.
           Executive Director of the NGC Settlement Trust
           2716 Lee Street, Suite 500
           Greenville, Texas 75401-4107     

      (iv) Counsel for New NGC
           Garland S. Cassada  
           Robinson, Bradshaw & Hinson
           1900 Independence Center
           202 North Tyron Street
           Charlotte, N.C. 28246

       (v) the Legal Representative
           Sander Esserman, Esq.
           Stutzman & Bromberg
           2323 Bryan Street, Suite 2200
           Dallas, Texas 75201

      (vi) Counsel for the Official Committee of Unsecured
            Creditors    
           Julie W. Davis, Esq.
           Caplin & Drysdale, Chartered
           One Thomas Circle, N.W., Suite 1100
           Washington, DC 20005
           
     (vii) Counsel for the PD TAC
           Scott L. Baena, Esq.
           Bilzin Sumberg Dunn Baena Price & Axelrod LLP
           First Union Financial Center
           200 South Biscayne Boulevard, Suite 2500
           Miami, FL 33131

Asbestos Claims Management Corporation filed for chapter 11
protection on August 19, 2002 at the U.S. Bankruptcy Court for
the Northern District of Texas. Michael A. Rosenthal, Esq.,
Aaron G. York, Esq., and Janet M. Weiss, Esq., at Gibson, Dunn &
Crutcher represent the Debtor in its restructuring efforts.  
When the Company filed for protection from its creditors it
listed debts and assets of over $100 million.         
               

BALLY TOTAL FITNESS: S&P Revises Outlook on B+ Rating to Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on health
club operator Bally Total Fitness Holding Corp., to stable from
positive because the timeframe for a potential upgrade now
appears more distant than originally expected.

At the same time, Standard & Poor's affirmed its single-'B'-plus
corporate credit, single-'B'-plus senior secured debt and
single-'B'-minus senior subordinated debt ratings on Bally.
Total debt outstanding as of June 30, 2002, was about $717
million.

"Several factors are pressuring Bally's operating performance",
said Standard & Poor's credit analyst Andy Liu. "These include a
slower than expected ramp-up of newer clubs and flat new
membership growth amid a weak economic environment". The company
has lowered its earnings expectations for the second half of
2002. Mr. Liu added, "Bally is now expected to generate in 2002
roughly the same level of EBITDA as in 2001, restraining
financial profile improvement". Near-term visibility is limited
by the soft economy and its impact on new membership sales.

Standard & Poor's said that its ratings on Chicago, Illinois-
based Bally continue to reflect the company's relatively stable
operating performance, offset by the financial risk of its
recent club expansion and upgrade strategy, and the resulting
challenge to achieve positive discretionary cash flow.


BIRMINGHAM STEEL: Gets Go-Signal to Hire Freshfields Bruckhaus
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave its
okay to Birmingham Steel Corporation and its debtor-affiliates
to employ Freshfields Bruckhaus Deringer LLP as special
corporate antitrust counsel, nunc pro tunc to June 3, 2002.

The Debtors' reorganization plan is based on an Asset Purchase
Agreement. To consummate the proposed sale pursuant to the Asset
Purchase Agreement, the Debtors will require the assistance of
special corporate counsel to ensure compliance with the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other
applicable antitrust laws and regulations. To assure compliance
with applicable antitrust laws, the Debtors require Freshfields
Bruckhaus to:

  a) advise and consult with the Debtors on antitrust and
     other legal issues relating to the Asset Purchase Agreement
     and other transactions contemplated by the Debtors' plan of
     reorganization;

  b) prepare on behalf of the Debtors necessary applications,
     pleadings and other legal documents relating to antitrust
     issues, and to represent the Debtors in connection with all
     hearings and other procedures before the Department of
     Justice or any other executive or judicial forum with,
     jurisdiction over antitrust issues related to the Debtors;

  c) perform all other legal services required by the Debtors
     during their bankruptcy cases.

The Debtors will pay Freshfields Bruckhaus its customary hourly
rates:

        M.J. Moltenbrey     Partner          $545 per hour
        Joseph E. Hunsader  Associate        $380 per hour
        Thomas B. Ensign    Associate        $380 per hour
        Bruce C. McCulloch  Associate        $345 per hour
        Ana Petrovic        Associate        $345 per hour
        Leslie Fitzgerald   Legal Assistant  $195 per hour
        Jeffrey Brown       Legal Assistant  $175 per hour
        Diane Tuomala       Legal Assistant  $175 per hour

Birmingham Steel Corporation manufacture and distribute steel
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: Secures Okay to Expand Fowler White's Engagement
--------------------------------------------------------------
Budget Group Inc., and its debtor-affiliates obtained permission
from the U.S. Bankruptcy Court for the District of Delaware to
expand the services of Fowler White Burnett P.A., to provide
these additional services:

A. Counseling and providing strategic advice to the Debtors
   concerning litigation and corporate related services that
   Fowler currently provides to and requested by the Debtors in
   the ordinary course of their business;

B. Providing counseling and strategic advice to and
   representation of the Debtors in connection with litigation
   and corporate issues arising under Florida law with respect
   to the Debtors' ongoing operations in Florida on an "as-
   needed" basis; and

C. Providing litigation advice to, support and representation of
   the Debtors regarding the protection of their bankruptcy
   estates against non-bankruptcy actions brought in Florida
   seeking acquisition of property of the Debtors' bankruptcy
   estates.

Although the supplemental services that Fowler will be providing
are in the ordinary course of business, Fowler will be
submitting its application for compensation as a supplement to
their application for compensation as the Debtors' special
counsel in the Ryder litigation.

The $48,535 retainer that Fowler has received from the Debtors
will constitute a general retainer with respect to the charges
to be incurred by the Fowler for its services, including the
supplemental services. (Budget Group Bankruptcy News, Issue No.
9; Bankruptcy Creditors' Service, Inc., 609/392-0900)    

Budget Group Inc.'s 9.125% bonds due 2006 (BD06USR1),
DebtTraders reports, are trading at 17 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BD06USR1for  
real-time bond pricing.


CALPINE: CEO Peter Cartwright Cancels Pre-Arranged Trading Plan
---------------------------------------------------------------    
Calpine Corporation (NYSE: CPN) announced that Chairman and
Chief Executive Officer Peter Cartwright has canceled his pre-
arranged 10b5-1 structured sales plan.

Mr. Cartwright has 565,460 options that expire December 31,
2002.  He intends to exercise these options and hold the shares.

Based in San Jose, California, Calpine Corporation is a leading
independent power company that is dedicated to providing
customers with clean, efficient, natural gas-fired power
generation.  Calpine also is the world's largest producer of
renewable geothermal energy.  The company was founded in 1984
and is publicly traded on the New York Stock Exchange under the
symbol CPN. Calpine's June 30, 2002 balance sheet shows a
working capital deficit of about $369 million and a greater than
4:1 debt-to-equity ratio.

Calpine Corp.'s 10.50% bonds due 2006 (CPN06USR2) are trading at
39 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CPN06USR2for  
real-time bond pricing.


CHARMING SHOPPES: September Total Sales Fall 9% to $198 Million
---------------------------------------------------------------
Charming Shoppes, Inc., (Nasdaq: CHRS), the retail apparel chain
specializing in women's plus-size apparel, reported that total
sales for the five weeks ended October 5, 2002 decreased 9% to
$198,100,000 from $216,700,000 for the five weeks ended October
6, 2001.  Comparable store sales for Charming Shoppes, Inc.
decreased 6% for the five weeks ended October 5, 2002, as
previously reported on Tuesday, October 8, 2002.

During the thirty-five weeks ended October 5, 2002, the Company
opened 45, relocated 23, converted 40 and closed 150 stores.

Sales for the thirty-five weeks ended October 5, 2002 increased
41% percent to $1,646,000,000 from $1,165,100,000 for the
comparable period ended October 6, 2001.  The current period's
total sales include sales from Lane Bryant, which was acquired
August 16, 2001.  Comparable store sales for Charming Shoppes,
Inc. decreased 1% for the thirty-five weeks ended October 5,
2002.

For more detailed information on monthly sales, please call
1-866-CHRS-NEWS (1-866-247-7639) to listen to Charming Shoppes,
Inc.'s prerecorded monthly sales commentary.  This recording
will be available until October 14, 2002.

Charming Shoppes, Inc., operates 2,338 stores in 48 states under
the names LANE BRYANT(R), FASHION BUG(R), FASHION BUG PLUS(R),
CATHERINE'S PLUS SIZES(R), MONSOON(R) and ACCESSORIZE(R).  
Monsoon and Accessorize are registered trademarks of Monsoon
Accessorize Ltd.  Please visit http://www.charmingshoppes.com
for additional information about Charming Shoppes, Inc.

                           *    *    *

As reported in Troubled Company Reporter's May 24, 2002 edition,
Standard & Poor's assigned its BB- rating to Charming Shoppes'
$130 million Senior Unsecured Notes.


CLARK RETAIL: Files for Chapter 11 Reorganization in Chicago
------------------------------------------------------------
To alleviate short-term liquidity issues, Clark Retail
Enterprises, Inc., and its parent, Clark Retail Group, Inc.,
filed voluntary petitions for reorganization under Chapter 11 of
the U.S. Bankruptcy Code.  The Company said the filing should
assure the continued flow of products to its stores and allow
the Company to continue to serve its customers.

Concurrently, Clark announced that it has received a sizeable
commitment for $56.2 million in debtor-in-possession (DIP)
financing from Clark's largest shareholder, Apollo Investment
Fund IV, L.P., to support the payment of post- petition
operating, vendor and employee obligations.

"Our stores and offices will continue to operate without
interruption. Our management team will remain in place, and our
company's commitment to provide customers with consistent
quality, selection and great value remains unchanged.  Our $56.2
million DIP should assure all of our vendors that we are
committed to a continued supply of all post-petition goods and
services," said Clark's President and Chief Executive Officer
Brandon K. Barnholt.

Excluded from the filing is Clark's White Hen Pantry, Inc.
subsidiary, a premier convenience store chain in the greater
Chicago area with approximately 250 outlets.  This stand-alone
entity, which was purchased in 2000, has a highly developed
fresh food program, strong brand recognition and excellent
franchise program.  Its exclusion from this filing should ensure
that White Hen's franchise operations will continue as normal,
and its vendors will be paid without interruption.

Like the rest of the industry, Clark has been hurt by steep
declines in gasoline margins, a weak economy, decreased consumer
spending in the aftermath of September 11 and intense
competition.  These unprecedented industry conditions created
the need for the company to seek a Chapter 11 reorganization.

"The Chapter 11 process will provide the Company with the time
and means to resolve its financial issues.  This action will
represent a new beginning that will allow a financially stable
Clark to put the liquidity challenges of the past behind it, so
that management can focus on operating the business and
providing customers with even better levels of service and
availability of product," Mr. Barnholt said.

The Company filed its Chapter 11 petition in the U.S. Bankruptcy
Court for the Northern District of Illinois, Eastern Division in
Chicago.  The Company is being advised in its Chapter 11 cases
by Stutman, Treister & Glatt as its reorganization counsel, and
FTI Consulting as its financial advisor.


CLARK RETAIL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Clark Retail Enterprises Inc
             3003 Butterfield Road
             Oak Brook, IL 60523  

Bankruptcy Case No.: 02-40045

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Clark Retail Group Inc.                    02-40046

Chapter 11 Petition Date: October 15, 2002

Court: Northern District of Illinois

Judge: John H. Squires

Debtors' Counsel: Timothy A. Barnes, Esq.
                  Richard Levy, Esq.  
                  Latham & Watkins
                  Sears Tower, Suite 5800  
                  233 South Wacker Drive
                  Chicago, IL 60606
                  312-876-7700  

                  and  

                  Robert A. Greenfield, Esq.
                  Eve H. Karasik, Esq.
                  Marina Fineman, Esq.
                  Stutman, Treister & Glatt PC
                  3699 Wilshire Boulevard, Suite 900
                  Los Angeles, California 90010
                  Telephone: 213-251-5100
                  Fax: 213-251-5288

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
McLane Company, Inc.        Distributor            $17,000,000
Terry McElroy
4747 McLane Parkway
Temple, TX 76503
Tel: 254-771-7575
Fax: 254-771-7566

Exxon Mobil Oil Corp       Fuel Supplier            $7,500,000
James S. Carter
3225 Gallows Road Room
6D0203
Fairfax, VA 22037
Tel: 703-846-4246
Fax: 703-846-4293

RLI Insurance              Surety Bond              $6,500,000
James Gordon
300 S. Wacker Drive #950
Chicago, IL 60606

Marathon Ashland           Fuel Supplier            $2,500,000   
Steven W. Poehler
539 So. Main Street
Findley, OH 45840-3295
Tel: 419-421-2172
Fax: 419-421-3153

Pepsi Americas             Convenience Products     $2,000,000  
Keith Mclaragno
1400 W. 35th Street
Chicago, IL 60609
Tel: 773-893-2054
Fax: 773-893-2074

Pepsi USA                  Convenience Products     $1,000,000
Mike Joyce
300 Park Boulevard, Suite 315
Itasca, IL 60143
Tel: 630-250-6920
Fax: 630-773-4318

Equiva Services LLC        Fuel Supplier            $1,000,000
Donald J. Hayes
910 Louisiana, #2038
Houston, TX 77002
Tel: 713-277-3696
Fax: 713-277-3688

Martin Oil                 Fuel Supplier              $700,000  
Robert D. Ryan
940 South Frontage Road,
Suite 2000
Woodridge, IL 60517
Tel: 630-427-0190
Fax: 630-427-3688

Kraft                      Convenience Products       $690,000
Thomas Sampson
One Kraft Court
Glenview, IL 60025
Tel: 847-646-8796
Fax: 847-646-2251

Coca Cola                  Convenience Products       $500,000   
Robert Tarkington
2500 Windy Ridge Parkway
Atlanta, GA 30339
Tel: 770-989-3567
Fax: 770-989-3565

American Bottling          Convenience Products       $350,000
Stanton Parsons
400 N. Wolf Road
Northlake, IL 60164
Tel: 708-947-5027
Fax: 708-562-0071

ATC Associates             Environmental              $330,000
Bobby Toups
2020 W. Pinhook Suite 303
Lafayette, LA 70508
Tel: 337-234-8777
Fax: 337-235-6777

Center Oil                 Fuel Supplier              $300,000
Gary Parker
600 Mason Ridge Center Drive
St. Louis, MO 63141
Tel: 314-682-3600
Fax: 314-682-3596

Prairie Farms/Muller       Convenience Products       $290,000
Pineburst
Edward Mullins
1800 Adams Street
Granite City, IL 62040
Tel: 618-451-5600
Fax: 618-451-7251

Retalix                    Software                   $240,000

Interstate/Wonder         Convenience Products        $230,000

Wallace                   Supplies/Forms              $210,000

ADS Alliance Data Systems Credit Card Processing      $180,000

Petroleum Traders Corp.   Fuel Supplier               $160,000

Sunset Sales              Convenience Products        $160,000


CLAXSON INTERACTIVE: Fails to Maintain Nasdaq Listing Standards
---------------------------------------------------------------
Claxson Interactive Group Inc., (Nasdaq: XSON) announced that on
October 9, 2002, it received a letter from the Nasdaq Listing
Qualifications Department indicating that the Company is subject
to delisting because of its failure to comply with Marketplace
Rule 4320(e)(2)(B), which requires a minimum of
(i) U.S.$2,500,000 stockholders' equity or (ii) a market
capitalization of U.S.$35,000,000 or (iii) net income of
U.S.$500,000, unless the Company requests a hearing prior to the
opening of business on October 15, 2002.

The Company has requested an oral hearing before the Nasdaq
Listing Qualifications Panel to review the determination reached
by the Nasdaq Listing Qualifications Department.  The hearing is
expected to be scheduled within 45 days of the filing of the
hearing request.  Under applicable rules, the hearing request
will stay the delisting of the Company's securities, pending a
decision by the Nasdaq Panel.  The Company intends to present a
plan to the Nasdaq Panel for achieving and sustaining compliance
with Marketplace Rule 4320(e)(2)(B), but there can be no
assurance the Nasdaq Panel will grant the Company's request for
continued listing.  If delisted, the Company would attempt to
have its Class A common stock traded in the over-the-counter
market via the Electronic Bulletin Board.

Claxson (Nasdaq: XSON) is a multimedia company providing branded
entertainment content targeted to Spanish and Portuguese
speakers around the world. Claxson has a portfolio of popular
entertainment brands that are distributed over multiple
platforms through its assets in pay television, broadcast
television, radio and the Internet.  Claxson was formed in a
merger transaction, which combined El Sitio, Inc., and other
media assets contributed by funds affiliated with Hicks, Muse,
Tate & Furst Inc., and members of the Cisneros Group of
Companies.  Headquartered in Buenos Aires, Argentina, and Miami
Beach, Florida, Claxson has a presence in all key Ibero-American
countries, including without limitation, Argentina, Mexico,
Chile, Brazil, Spain, Portugal and the United States.


COVANTA: Reaches Standstill Pact with AIG-FP Funding, et. al.
-------------------------------------------------------------
Covanta Energy Corporation and Ogden Facility Management
Corporation of Anaheim, seeks to enjoin prospective actions of
AIG-FP Funding (Cayman) Limited, AIG-FP Special Finance (Cayman)
Limited and Bankers Commercial Corporation.

Pursuant to Section 362(a), 365(e) and 105(a) of the Bankruptcy
Code and Rule 65 of the Federal Rules of Bankruptcy Procedure,
as incorporated by Bankruptcy Rule 7065, the Debtors ask the
Court to:

  (1) declare that AIG-FP has violated the automatic stay
      imposed by Section 362 of the Bankruptcy Code;

  (2) declare that the Default Notice is void as a matter of
      law under Sections 362 and 365 of the Bankruptcy Code;

  (3) hold AIG-FP in civil contempt for its willful violation
      of the automatic stay;

  (4) grant a temporary restraining order, a preliminary
      injunction and permanent injunctive relief enjoining AIG-
      FP from issuing a Temporary Value Notice or exercising
      remedies under the Sublease Agreement and enjoining
      AIG-FP Finance from taking any action to enforce or act
      upon a Termination Value Notice or exercising remedies
      under the Sublease Agreement; and

  (5) grant a temporary restraining order, a preliminary
      injunction and a permanent injunction enjoining BCC from
      causing the Trustee to issue a Termination Value Notice
      or from issuing a draw notice on the Equity Letter of
      Credit.

                     Arrowhead Pond Transaction

Deborah M. Buell, Esq., at Cleary, Gottlieb, Steen & Hamilton,
in New York, relates that in 1993, Covanta and Ogden FMCA
entered into the Second Amended and Restated Arena Management
Agreement between the City of Anaheim and Ogden FMCA.  By virtue
of the Management Agreement, Arrowhead Pond of Anaheim was
financed, constructed and turned over to Ogden FMCA to control
for 30 years.

Ms. Buell explains that the financing was undertaken by issuance
of Certificate of Participation by an entity of the City.  The
Certificates were enhanced by the issuance of a letter of
credit, the credit support for which was the undertaking of
Ogden FMCA to provide unlimited working capital, in the event of
cash shortfalls, to assure that operating expenses and debt
service on the Certificates were timely paid.

In exchange for Covanta's participation in the financing and
management of the Arena, the City granted to Ogden FMCA
management rights to the Arena for 30 years.  Pursuant to the
Management Agreement, Ogden FMCA receives a management fee
equivalent to 10% of gross revenues generated by the Arena and
is responsible for payment of Arena expenses, leaving Covanta
with economic benefits and burdens of the transaction.

                       The LILO Transaction

In 1999, Covanta entered into a lease-in and lease-out
transaction  -- LILO Transaction -- with the City and Ogden FMCA
in connection with the Arena.  The LILO Transaction was
structured as a lease of the Arena by the City to an investment
trustee and a subsequent sublease of the Arena back to the City.
The LILO Transaction was executed pursuant to the Participation
Agreement between Covanta, AIG-FP, the Trustee, the City and
other parties.  The Participation Agreements integrates the
transaction documents -- the Operative Documents -- that are
part of the LILO Transaction.

In connection with the LILO Transaction, the Trustee obtained
debt financing from AIG-FT as Lender under a Loan Agreement and
equity financing from BCC -- the Equity Investor.  The financing
was applied to an advance payment of the rent owed by the
Trustee to the City under the Head Lease.  The City, in turn,
escrowed most of the advance rent with debt and equity payment
undertakers to secure the City's own rent obligations back to
the Trustee pursuant to the Sublease Agreement.  The City's
sublease rental obligations are defeased and paid in part by
AIG-FP Finance as the Debt Payment Undertaker and by an Equity
Payment Undertaker, another AIG affiliate.

In consideration for the Loan Agreement, the Trustee pledged its
assets and assigned its rights, privileges and remedies under
the Sublease Agreement and certain of the other Operative
Documents to the Lender.

By means of an agreement with the City, its remaining principal
obligations under the LILO Transaction are directly undertaken
or guaranteed by Covanta, including coverage of shortfall
payments in the event of early termination of the Sublease
Agreement by means of letter of credit draws of $26,000,000 and
$1,543,616. Thus, Covanta is legally a direct obligor under the
Operative Documents for all principal obligations of the City
relating to the Sublease Agreement that are not defeased by
means of the Debt Payment Undertaking Agreement or the Equity
Payment Undertaking Agreement.

Ms. Buell informs the Court that on April 4, 2002, the Lender
served a Default Notice to Covanta advising that Covanta's
bankruptcy filing constitutes an event of default under the
Sublease Agreement, which further created a cross default on the
Loan Agreement.  The Default Notice further advised that the
Lender intended to exercise remedies under the Loan Agreement by
April 12, 2002.  Remedies include requiring the City and Covanta
to pay an amount equal to the Termination Value as liquidated
damages for loss of bargain as of the Termination Value
Determination Date specified under a written notice.  According
to Ms. Buell, Covanta will bear the financial responsibility to
the Defendants for an anticipated shortfall purportedly
exceeding $37,500,000, $26,000,000 of which is secured by a
letter of credit, in order to pay the full termination Value.

Upon issuance of the Termination Value Notice, Ms. Buell
continues, the Lender may also seek payment from AIG-FP Finance
under the Debt Payment Undertaking, the effect of which would be
to unwind the LILO Transaction.  The Termination Value Notice
would also allow the Equity Investor to make a draw under the
Equity Letter of Credit.  If a draw on the Equity Letter of
Credit is not sufficient to pay the full amount of the Equity
Portion of the Termination Value, the Equity Investor may
proceed against Covanta pursuant to the Participation Agreement
and Ogden Guaranty.

As a consequence, Ms. Buell fears, if the Lender is permitted to
send the Termination Value Notice to the City and Covanta, the
LILO Transaction will be termination and the Debtors' estates
will be at risk.  Moreover, Ms. Buell adds, the Lender's notice
could trigger a draw notice to Covanta under the Equity Letter
of Credit.  "Both prospective actions are prohibited by Section
362 of the Bankruptcy Code," Ms. Buell points out.  A
Termination Valuation Notice sent by the Trustee under Section
17 of the Sublease Agreement would have the same consequences.

Furthermore, Ms. Buell notes, the Default Notice plainly states
that the purported event of default of the Loan Agreement was
triggered by an ipso facto clause in the Sublease Agreement.
This clause, Ms. Buell explains, provided that any bankruptcy
filing by Covanta would constitute an event of default of the
Sublease Agreement.  Under the LILO documentation, Covanta is
for all purposes legally and economically an obligor under the
Sublease Agreement.  A Default Notice then, on the basis of this
ipso facto provision, is invalid and void pursuant to Section
365(e) of the Bankruptcy Code.

By these facts, Ms. Buell contends that the relief requested is
warranted.

                         *     *     *

The Parties agreed to:

    -- a stay of the Action and of certain other actions, and

    -- a standstill of the delivery of certain notices and the
       exercise of certain remedies of the Defendants.

Moreover, the parties wish to preserve their ability and right
to assert, initiate and pursue their claims or defenses after
the termination of the Standstill Period and Stay Period to the
extend permitted by the Court.

With the consent of the Parties, Judge Blackshear orders that:

1. Until October 21, 2002 -- the Standstill Period -- none of
   the Defendants will assert, initiate or pursue and cause any
   other person to assert, initiate or pursue against the
   Debtors the giving of any notice, the making of any demand or
   the exercise of any remedy based upon any Standstill Event of
   Default.  A Standstill Event of Default means any existing or
   future event of default under the Participation Agreement,
   the Sublease Agreement or the Loan Agreement based upon any
   action:

    -- primarily related to the financial condition of the
       Debtors, including but not limited to:

       (a) the failure of either of the Debtors under the
           Bankruptcy Code;

       (b) the failure of either of the Debtors or the City to
           fulfill its obligations pursuant to the Participation
           Agreement; or

       (c) actions that constitute an event of default under the
           Sublease Agreement, the Participation Agreement and
           the Loan Agreement, in each case as the actions
           relate to the financial condition of the Debtors; or

    -- related to the failure of the Debtors or the City, for
       any reason, to cause to be covered by the Equity Letter
       of Credit or Debt Letter of Credit, as applicable, as of
       the date hereof, or to cause the Ogden Letter of Credit
       to be issue.  This paragraph shall not stay any action in
       response to a breach of this Order;

2. Until December 20, 2002, the Debtors will not take any action
   against the Defendants in furtherance of the Action or any
   similar proceeding, and will not take any action to enjoin,
   prevent or prohibit the giving of notice or making of a
   demand required under the Operative Documents or the exercise
   of remedies in each case based upon any Standstill Event of
   Default;

3. The Parties' obligations under this Order will terminate if
   Westdeutsche Landesbank Girozentrale issues a notice that it
   elects not to renew the Equity Letter of Credit or the Debt
   Letter of Credit.  The Parties have requested West LB not to
   issue a notice electing not to renew the letters of credit,
   but to either permit them to be renewed, on a prepetition
   basis, or to issue substitute Letters of Credit, in the same
   form and amounts as the Equity Letter of Credit and Debt
   Letter of Credit, on a prepetition basis, in either case
   pursuant to the Letter of Credit and Reimbursement Agreement
   dated June 24, 1999 between Covanta and West LB;

4. During and after the expiration of the Stay Period, the
   Debtors shall not cause any other person to:

    -- interfere with or restrain, or seek to interfere with or
       restrain, in any manner, the respective rights and
       obligations of the Lender, the Debt Payment Undertaker,
       the Debt Issuing Bank, the Equity Investor, the Trustee,
       the Equity Payment Undertaker and the Equity Issuing Bank
       under the Operative Documents, including the obligation
       of the Debt Payment Undertakers to make payments to the
       Lender in accordance with the terms of the Debt Payment
       Undertaking Agreement, the obligation of the Equity
       Payment Undertaker to make payments to the Trustee or BCC
       and the obligation of the Equity Issuing Bank to make
       payments to BCC; and

    -- claim or seek declaratory relief or take other similar
       action that the Debt Payment Undertaking Agreement, the
       Debt Letter of Credit, the Equity Payment Agreement, the
       Custody Agreement, the Account Pledge and Security
       Agreement and the Equity Letter of Credit or the proceeds
       of any constitute property of the Debtors' estate;

5. After the expiration of the Standstill and Stay Periods, no
   party shall assert the passage of time during the Standstill
   or Stay Period as a defense or objection to the assertion of
   any claim or defense any other party may have against it by
   reason of, arising out of, or relating to the Operative
   Documents or the breach or interpretation thereof.  This
   prohibition shall apply, without limitation, to defenses on
   the basis of and alleged failure to comply with any statute
   of limitations or repose, estoppel, waiver, laches or other
   defenses, objections or arguments based upon the timeliness
   of the assertion of any claim or defense.  It is expressly
   agreed that the running of all limitation periods with
   respect to any and all claims or defenses is deemed tolled
   during the Standstill or Stay Period, as applicable;

6. During the Standstill Period, each party will use reasonable
   commercial efforts to cooperate with all reasonable requests
   of the other parties related to the execution and
   implementation of this Order and to a restructuring of the
   LILO Transaction; provided, however, that the obligation of
   the AIG Defendants to cooperate shall only apply to a LILO
   Restructuring which provides for a replacement or take-out
   of the AIG Defendants;

7. Without limitation of any right which the parties may have
   under the Operative Documents, the Debtors will indemnify the
   AIG Defendants for all reasonable costs and expenses incurred
   by them relating to the events surrounding the Default Notice
   and continuing throughout the Standstill Period in connection
   with this Order and any proposed LILO Restructuring, subject
   to a $175,000 maximum.  Payment to these costs and
   expenses shall be made promptly as practicable after the
   submission of invoices; and

8. During the Stay Period, the Action is stayed for all
   purposes, including any obligation of the Defendants to move
   or answer with respect to the Complain and the time for the
   Defendants to move or answer is tolled. (Covanta Bankruptcy
   News, Issue No. 15; Bankruptcy Creditors' Service, Inc.,
   609/392-0900)    


CUTTER & BUCK: Regains Compliance with Nasdaq Listing Guidelines
----------------------------------------------------------------
Cutter & Buck Inc., (Nasdaq: CBUKE; formerly CBUK) announced
that a NASDAQ Listing Qualifications Panel has decided that the
company's stock will continue to be listed on the NASDAQ
National Market and that the delisting proceedings have been
closed.  On Wednesday October 16, 2002, the trading symbol for
the company's common stock will once again be CBUK.

This decision follows the company's October 9 filing of its
restated financial reporting documents with the Securities and
Exchange Commission. The NASDAQ Panel noted that the company has
remedied its filing delinquencies, has taken appropriate steps
to identify accounting issues, and has instituted sufficient
remedial measures to ensure that those issues will not likely
recur.

"I want to thank everyone who has supported us during these past
few weeks," said Fran Conley, the company's Chief Executive
Officer.  "The uncertainty about our listing, as well as the
enormous workload of our internal investigation and the
restatement, have required extraordinary effort by everyone
involved.  We are extremely pleased to get our restatement
completed, our filings current and our ticker symbol back where
it belongs."

As previously reported, filing of the Company's 10-K and 10-Q
had been delayed because of the Company's decision to restate
its historical financial results.  On August 15, 2002, the
Company received a notice from the Nasdaq National Market
indicating that the Company's common stock no longer met the
requirements for listing as a result of violations of
Marketplace Rules 4310(C)(14) and 4330.  The Company appealed
the decision to delist its common stock in a hearing on
September 20, 2002.  Pending the outcome of that hearing, the
Company's common stock has been trading under the symbol CBUKE.

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.


DDI CORP: Implements Additional Cost Restructuring Measures
-----------------------------------------------------------
DDi Corp. (Nasdaq: DDIC), a leading provider of time-critical,
technologically advanced, interconnect services for the
electronics industry, announced the implementation of additional
restructuring measures aimed at improving cost absorption.

Management estimates that it will record a third quarter pre-tax
restructuring charge of $8 million to $10 million comprised of
$1 million to $2 million in cash charges and the remainder in
non-cash charges.  DDi's restructuring actions include the
write-down of unutilized assets to their net realizable value,
the streamlining of facilities aimed at improving manufacturing
efficiency within the Company's Anaheim, California campus, and
the elimination of certain sales offices including the office
based in Tokyo, Japan.  The Company anticipates that the
restructuring activities will have a nominal impact on future
cash flows.  Additionally, DDi will record a third quarter
goodwill impairment charge of $10 million to $15 million
reflective of the recent decline in the Company's market
capitalization.

Chief Executive Officer Bruce McMaster commented, "These
restructuring charges are taken in connection with the Company's
plans for improved operating efficiencies and cost control given
continued economic weakness. While consolidating underutilized
facilities and removing unutilized assets, we are maintaining
the resources necessary for continued penetration of all of our
target regions and sustained emphasis on technology and service
innovation."

Commenting on third quarter 2002 outlook, McMaster noted, "We
expect net sales in the high end of our previously specified
range of $55 million to $60 million and a net loss between $0.08
to $0.12 per share, excluding restructuring and related charges
and goodwill impairment."

DDi is a leading provider of time-critical, technologically
advanced, design, development and manufacturing services.  
Headquartered in Anaheim, California, DDi and its subsidiaries,
with design and manufacturing facilities located across North
America and in England, service approximately 2,000 customers
worldwide.  DDi Corp., common stock trades on the Nasdaq
National Market.

As previously reported, Moody's downgraded DDi's low debt
ratings to junk level in April, while in early May, Standard &
Poor's downgraded the company's low-B ratings down a single
notch due to weakening financial results.


DIAL CORP: Board of Directors Declares Quarterly Dividend
---------------------------------------------------------
The Board of Directors of The Dial Corporation (NYSE: DL)
declared a quarterly dividend of $0.04 per share on the
Company's common stock.  The dividend is payable on January 23,
2003 to stockholders of record at the close of business on
December 17, 2002.

The Dial Corporation is one of America's leading manufacturers
of consumer products, including Dial soaps, Purex laundry
detergents, Renuzit air fresheners and Armour Star canned meats.  
Dial products have been in the American marketplace for more
than 100 years.  For more information about The Dial
Corporation, visit the Company's Web site at
http://www.dialcorp.com

                              *   *   *

As reported in Troubled Company Reporter's September 3, 2002
edition, the union at The Dial Corporation's Aurora, Illinois
manufacturing plant voted down a four-year contract that had
been unanimously recommended by the union negotiating committee.
The Aurora plant manufactures Dial's personal cleansing
products. This union's contract expired at the end of August
2002 and the approximate 300 covered employees currently are
working without a contract. While Dial is disappointed that the
union voted against this contract, it is continuing to work with
the union to try to reach agreement on a mutually acceptable
four-year contract.

Based on continuing talks with the union, the positive tone of
those talks and Dial's belief that there are no significant
issues that would preclude from reaching an agreement, Dial
currently does not believe that there will be any work stoppage
at the Aurora plant. If unable to reach a mutually acceptable
agreement however, Dial could experience a work stoppage.

Sales have steadily declined since 1999 and losses have
followed.  At June 29, 2002, this billion-dollar company's
balance sheet showed $72 million in total shareholder equity.  
Standard & Poor's rates the Company's $250,000,000 of 7% Notes
due August 15, 2006, and $250,000,000 of 6-1/2% Notes sue
September 15, 2008, in low-B territory.


ELDERTRUST: Working Capital Deficit Drops to $30MM at Sept. 30
--------------------------------------------------------------
ElderTrust (NYSE:ETT), an equity healthcare REIT, reported
results for the third quarter ended September 30, 2002.

Funds from operations for the third quarter ended September 30,
2002, totaled $3.2 million on revenues of $5.7 million. In
comparison, FFO for the third quarter of 2001 totaled $2.8
million on revenues of $6.2 million.

Net income for the third quarter of 2002 totaled $0.7 million
from continuing operations and $0.7 million after results of
discontinued operations. For the comparable quarter of 2001, the
net income from continuing operations and net income after
discontinued operations was $0.4 million.

For the nine months ended September 30, 2002, FFO totaled $9.4
million on revenues of $17.1 million. The net income for the
nine months ended September 30, 2002 was $1.9 million from
continuing operations and net income after discontinued
operations was $1.6 million.

For the comparable period in 2001, FFO totaled $7.4 million on
revenues of $18.9 million. The net loss from continuing
operations and after loss on discontinued operations for the
nine months ended September 30, 2001 was $0.2 million.

The Company's average balance of one-month LIBOR based floating
rate debt for the third quarter 2002 was approximately $33.1
million and for the nine months ended September 30, 2002 was
approximately $34.6 million. Of this amount, an average balance
of $30.0 million is assessed interest at one-month LIBOR plus
3%. The remainder is assessed interest at one-month LIBOR plus
3.25%.

Average one-month LIBOR for the third quarter 2002 and the nine
months ended September 30, 2002 was approximately 1.88% and
1.88%, respectively. The LIBOR rate applicable to these loans
for October 2002 is 1.87%.

During the second quarter of 2002 the Company recognized an
impairment loss of $250,000 on an asset that has been offered
for sale, which is included in loss on discontinued operations
for the nine months ended September 30, 2002.

At September 30, 2002, ElderTrust's balance sheet shows that its
total current liabilities exceeded its total current assets by
about $30 million.

"We are pleased with our operating results during the third
quarter of 2002" said D. Lee McCreary, Jr., ElderTrust President
and Chief Executive Officer.

ElderTrust is a real estate investment trust that invests in
real estate properties used in the healthcare services industry,
principally along the East Coast of the United States. Since
commencing operations in January 1998, the Company has acquired
32 properties.


ELDERTRUST: Addresses Tenant Professional Liability Loss Issue
--------------------------------------------------------------
ElderTrust (NYSE:ETT), an equity healthcare REIT, addressed
tenant/borrower professional liability loss issues, particularly
in Florida.

The Company noted that on October 11, 2002, Genesis Health
Ventures, Inc. (NASDAQ:GHVI), the Company's most significant
tenant, addressed its belief that it has adequately provided for
professional liability losses. In addition, the Company noted
that the Company's only Florida exposure is through its
investment in ET Capital Corp.

ETC has a $7.8 million second mortgage loan secured by 11
skilled nursing facilities with 1,219 beds. This loan is
nonperforming, was written off by ETC in 2000 and no income has
been recognized on this investment since that time.

"Last week's announcement by an operator in the long-term care
industry regarding professional liability insurance issues,
particularly in Florida, has clearly caused concern," said D.
Lee McCreary, Jr., ElderTrust's President and Chief Executive
Officer. "The Genesis announcement is comforting and we suggest
our investors refer to it for more information on this
significant tenant. As to Florida, our only exposure is a
mortgage through our investment in ETC, a mortgage that was
written off some time ago. Our public disclosures and our
website continue to note these beds as the mortgage lien is
still in place even though we have recognized no income from
that investment for quite some time."

ElderTrust is a real estate investment trust that invests in
real estate properties used in the healthcare services industry,
principally along the East Coast of the United States. Since
commencing operations in January 1998, the Company has acquired
32 properties.

For more information on ElderTrust visit ElderTrust's Web site
at http://www.eldertrust.com


ENCOMPASS SERVICES: Proposes Financial Workout Plan to Creditors
----------------------------------------------------------------
Encompass Services Corporation (Pink Sheets: ESVN) is proposing
a financial restructuring plan designed to strengthen the
Company's financial condition.

The Company will solicit approval of its restructuring plan from
its creditors.

The Company also announced it has cancelled its Special Meeting
of Shareholders, originally scheduled for October 15, 2002, and
terminated its previously announced Rights Offering. The Company
said it will file a request with the Securities and Exchange
Commission to withdraw the related Registration Statement.

"With the proposed restructuring, we are pursuing a significant
improvement to our capital structure and substantially
strengthening our business prospects," said Joe Ivey, President
and Chief Executive Officer of Encompass. "This plan, if
approved, will significantly reduce our total debt and improve
our financial flexibility. Moving forward quickly with this plan
should provide Encompass and our stakeholders with the best
prospects for realizing the value of the business."

The proposed financial restructuring plan would eliminate all of
the Company's subordinated debt, all of its mandatorily
redeemable preferred stock, and a significant portion of its
senior debt. It would significantly reduce annual cash interest
payments and eliminate dividend obligations.

Ivey continued, "We believe that this restructuring plan, if
approved, will allow the Company to operate its business in the
ordinary course, with minimal disruption to our customers,
suppliers and employees, and will provide the company with the
opportunity to reach its full potential."

               Terms of the Proposed Restructuring

The key components of the Company's proposed restructuring plan
include:

     (i) Trade claims to the Company's vendors would be paid in
the ordinary course, consistent with the Company's normal
business practices and current credit terms;

    (ii) The Company's senior secured lenders would restructure
a portion of their loans into a new $200 million term loan and
exchange the remaining amount for 80% of new Common Stock;

   (iii) The Company's 10 1/2% Senior Subordinated Notes due
2009 would be exchanged for 20% of new Common Stock;

    (iv) The Company's Junior Subordinated Notes, mandatorily
redeemable convertible preferred stock, common stock and all
outstanding options and warrants would be cancelled and current
holders would receive no value in exchange therefore.

If its solicitation is successful, Encompass intends to
implement the restructuring transaction through a "pre-packaged"
Chapter 11 filing in order to complete its restructuring in an
expedient manner. The proposal contemplates a debtor-in-
possession loan facility for the Company during the Chapter 11
proceeding. Upon completion of the proposed restructuring, the
Company expects to receive a new revolving credit facility to
fund general corporate purposes and working capital needs,
including the issuance of letters of credit.

Although the Company has not received any indication of support
from its creditors for the proposed restructuring, it believes
this expedited restructuring process will preserve the most
value for its creditors and other constituencies, if approved.
The Company stated that in the event it does not receive the
support required from its creditors to implement this plan, it
would explore alternate courses of action to preserve the value
of the Company. The Company intends to commence the solicitation
of approvals of the proposed plan shortly. The solicitation of
approvals would expire 30 days after commencement.

                 Status of Senior Lender Waiver

The Company also said that the waiver it received from its
senior lenders relieving it from compliance with the financial
covenants contained in its senior credit facility will expire on
October 15, 2002. With the termination of the Company's Rights
Offering, the Company will not make a $31 million principal
payment on its senior debt due October 15, 2002. The Company
does not expect to receive a new waiver before the expiration of
its existing waiver.

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


ENRON CORP: Wants Plan Filing Exclusivity Stretched to Jan. 31
--------------------------------------------------------------
Enron Corporation and its debtor-affiliates ask the Court to
extend their exclusive period to file a plan to January 31, 2003
and to solicit acceptances of that plan to March 31, 2003.

Section 1121 of the Bankruptcy Code provides that a Chapter 11
debtor with time to prepare and solicit acceptances of a
reorganization plan without the disruption and distraction that
would result were competing plans files by other parties-in-
interest.  In Enron's cases, Martin J. Bienenstock, Esq., at
Weil, Gotshal & Manges LLP, in New York, argues, the factors
that militate in favor of extending the exclusive periods weigh
in the Debtors' favor:

1. The Size And Complexity Of The Debtors' Chapter 11 Cases

   The Debtors have bank debt, bond debt, inter-company debt,
   derivative debt, overhead allocation issues and guaranty
   issues that bear on the workings of any Chapter 11 plan.
   Moreover, as of the Petition Date, the Debtors employed
   25,000 people throughout the world and were ranked seventh on
   the Fortune 500 list of the largest U.S. corporations.  Given
   the scope and complexity of the Debtors' business operations
   currently necessitating huge time, expense and litigation to
   maximize the value from terminated and non-terminated
   derivative contracts, it is not possible to resolve all of
   the issues necessary to form confirmable plans prior to the
   current expiration.

2. Although Substantial Progress Has Been Done, More Work Is
   Required Before Plans Can Be Proposed.

   Mr. Bienenstock reports that the Debtors need additional time
   to:

    -- finish their analysis of assets and liabilities to
       allocated costs by and among the Debtors and, where
       appropriate, non-debtors entities;

    -- finish their investigation into the appropriateness of
       substantive consolidation and analysis of the Debtors'
       books and financial records;

    -- finish their analysis of claims after the Bar Date will
       lapse on October 15, 2002;

    -- finish the investigation into special purpose entities
       possibly holding the Debtors' estates; and

    -- test the process to determine how to obtain the most
       value for creditors from each of their estates.

3. An Extension Will Not Harm The Creditors

   Mr. Bienenstock contends that extending the exclusivity
   period will afford the Debtors and all other parties-in-
   interest an opportunity to fully develop consensual plans
   while minimizing the need for lengthy and expensive
   litigation over competing plans.  Moreover, the extension
   will encourage all parties-in-interest to focus on
   negotiating their differences and working toward consensus,
   rather than on accentuating conflict through a multiplicity
   of alternative plans and litigation over arguable peripheral
   issues.

   On the other hand, Mr. Bienenstock says, terminating the
   Exclusive Periods will virtually ensure that the estates'
   resources will be spent on needless and protracted plan
   litigation rather than in the development of a workable plan.

                        *     *     *

The Court will convene a hearing on October 24, 2002 to consider
the Debtors' request.  In the meantime -- seeing the handwriting
on the wall that exclusivity may become a bloody battleground --
Judge Gonzalez makes it clear that the Debtors' exclusive
periods will remain intact until he enters an order extending,
modifying or terminating the exclusive periods.

Any responses or objections to the Debtors' request must be made
in writing, conform to the Federal Rules of Bankruptcy Procedure
and the Local Bankruptcy Rules for the Bankruptcy Court, be
filed with the Bankruptcy Court electronically, and served as to
be actually received no later than 5:00 p.m. (New York City
Time) on October 21, 2002, on:

(a) Weil, Gotshal & Manges LLP
    767 Fifth Avenue, New York, New York 10153
    Attention: Martin J. Bienenstock, Esq. and
               Brian S. Rosen, Esq.
    Facsimile: 212-310-8007
    Attorney for the Debtors;

(b) The Office of the United States Trustee
    33 Whitehall Street, 21st Floor, New York, New York 10004
    Attention: Mary Elizabeth Tom, Esq.;

(c) David, Polk & Wardell
    450 Lexington Avenue, New York, New York 10017
    Attention: Donald S. Bernstein, Esq. and
               Marshall S. Huebner, Esq.
    Facsimile: 212-450-3800
    Attorneys for JP Morgan Chase Bank, as Agent;

(d) Shearman & Sterling
    599 Lexington Avenue, New York, New York 10022
    Attention: Douglas Bartner, Esq. and Fredric Sosnick, Esq.
    Facsimile: 212-848-7179
    Attorneys for Citicorp, as Agent;

(e) Milbank, Tweed, Hadley & McCloy LLP
    One Chase Manhattan Plaza, New York, New York 10005
    Attention: Luc A. Despins, Esq.
    Facsimile: 212-530-5219
    Attorneys for the Creditors' Committee; and

(f) Kronish Lieb Weiner & Hellman LLP
    1114 Avenue of the Americas, New York, New York 10036-7798
    Attention: James A. Beldner, Esq.
    Facsimile: 212-479-6275
    Attorneys for the Employee-Related Issues Committee (Enron
    Bankruptcy News, Issue No. 45; Bankruptcy Creditors'
    Service, Inc., 609/392-0900)


EOTT ENERGY: Taps Haynes & Boone to Prosecute Chapter 11 Case
-------------------------------------------------------------
EOTT Energy Partners and its debtor-affiliates need bankruptcy
lawyers to prosecute their Chapter 11 plan to confirmation.  
Dana R. Gibbs, President and Chief Executive Officer of EOTT
Energy Corp. (as general partner for EOTT Energy Partners, L.
P.) tells Judge Schmidt that the Debtors chose Haynes and Boone
because of the Firm's extensive experience, knowledge and
established reputation in corporate reorganizations and debt
restructurings under Chapter 11 of the Bankruptcy Code.  The
Debtors believe that Haynes and Boone possesses the requisite
resources and is both highly qualified and uniquely able to
represent the Debtors' interests in these cases going forward.

The Debtors contemplate that Haynes and Boone will render
specialized legal services to the Debtors as needed throughout
the cases.  Generally, without limiting the scope of Haynes and
Boone's work, the Firm will be:

    (a) advising Debtors of their rights, powers and duties
        as debtors-in-possession under the Bankruptcy Code;

    (b) advising Debtors concerning, and assisting in, the
        negotiation and documentation of financing agreements,
        debt restructurings, and asset securitization;

    (c) reviewing the nature and validity of agreements relating
        to Debtors' interests in real and personal property and
        advising Debtors of their corresponding rights and
        obligations;

    (d) reviewing the nature and validity of liens or claims
        asserted against Debtors' property and advising Debtors
        concerning the enforceability of those liens or claims;

    (e) advising Debtors concerning preference, avoidance,
        recovery, or other actions that they may take to collect
        and to recover property for the benefit of the estates
        and their creditors, whether or not arising under
        Chapter 5 of the Bankruptcy Code;

    (f) preparing on behalf of Debtors all necessary and
        appropriate applications, motions, pleadings, draft
        orders, notices, schedules, and other documents and
        reviewing all financial and other reports to be filed in
        the bankruptcy cases;

    (g) advising Debtors concerning, and preparing responses to,
        applications, motions, complaints, pleadings, notices,
        and other papers that may be filed and served in the
        bankruptcy cases;

    (h) counseling Debtors in connection with the formulation,
        negotiation, and promulgation of a plan of
        reorganization and related documents;

    (i) performing all other legal services for and on behalf of
        Debtors that may be necessary or appropriate in the
        administration of the bankruptcy cases and Debtors'
        respective businesses;

    (j) working with and coordinating efforts among other
        professionals, including co-counsel and other special
        counsels retained by Debtors, to attempt to preclude any
        duplication of effort among those professionals and to
        guide their efforts in the overall framework of Debtors'
        reorganizations; and

    (k) working with professionals retained by other parties-in-
        interest in these bankruptcy cases to attempt to
        structure a consensual plan of reorganization for the
        Debtors.

The Haynes and Boone attorneys who will primarily be providing
services for the Debtors in connection with these cases, and
their standard hourly rates are:

              Professional           Position     Hourly Rate
              ------------           --------     -----------
           Robert D. Albergotti      Partner          $550
           George G. Young III       Partner           450
           Kenric D. Kattner         Partner           385
           Trey A. Monsour           Partner           385
           Doug H. Edwards           Associate         315
           Meredyth A. Purdy         Associate         250
           Linda Breedlove           Paralegal        $160

In the year preceding the Petition Date, Haynes and Boone
received a $100,000 retainer from EOTT for consultation and
advice regarding corporate law and restructuring issues.  This
$100,000 retainer was in Haynes and Boone's trust account at the
time of filing these bankruptcy cases.  In addition, EOTT paid
Haynes and Boone $1,037,458.79 over the retainer amount during
the year prior to the Petition Date.

Mr. Albergotti assures the Court that he, his partners and
Haynes and Boone do not represent or hold any interest adverse
to the Debtors, their estates, creditors, equity security
holders, or affiliates, and are "disinterested persons" within
the meaning of 11 U.S.C. Sec. 101(14).  Out of an abundance of
caution, Mr. Albergotti discloses that:

    (1) Haynes and Boone and certain of its partners, counsel
        and associates may have in the past, may presently or
        may in the future represent creditors or stockholders of
        the Debtors in matters unrelated to this case.  Haynes
        and Boone has had a relationship with certain creditors
        and parties-in-interest in matters unrelated to the
        Debtors or its estate;

    (2) Credit Suisse First Boston may be a creditor of the
        Debtors.  Haynes and Boone currently represents CSFB or
        one or more of its subsidiaries or affiliates in a
        litigation matter unrelated to the Debtors' cases.
        Haynes and Boone has never represented CSFB with respect
        to any matter related to these Debtors.  Haynes and
        Boone obtained a conflict waiver from CSFB related to
        its representation of the Debtors in their restructuring
        efforts.  Haynes and Boone, in accordance with its usual
        firm policy and procedures, when representing a Chapter
        11 debtor with regard to which a firm client is a
        creditor, will implement an ethical wall so that no
        attorneys that are working on any CSFB matter will be
        assigned work on this bankruptcy matter, nor given
        access to the files in this matter, and no attorney
        working on this matter will simultaneously represent
        CSFB on any unrelated matters, nor given access to CSFB
        files;

    (3) From time to time, Haynes and Boone represents clients
        who may be creditors of these Debtors or affiliates of
        these creditors or may represent clients who enter into
        transactions with creditors of these Debtors or
        affiliates of such creditors of these Debtors.  Under no
        circumstances has Haynes and Boone agreed to nor will it
        represent any creditors of these Debtors or affiliates
        of creditors in connection with the Debtors' cases; and

    (4) Haynes and Boone is a large law firm with over 450
        attorneys.  Consequently, Haynes and Boone has
        "connections" with most, if not all, of the attorneys
        and other professionals involved in this case.  Haynes
        and Boone has referred matters to professionals involved
        in this case and has been referred to matters by the
        parties.  Haynes and Boone has, from time to time,
        represented one or more of the professionals involved in
        this case.  It is conceivable that one or more of the
        attorneys at Haynes and Boone are married, or otherwise
        related to, members of professional firms involved in
        this case. (EOTT Energy Bankruptcy News, Issue No. 2;
        Bankruptcy Creditors' Service, Inc., 609/392-0900)

Eott Energy Partners' 11% bonds due 2009 (EOT09USR1),
DebtTraders reports, are trading at 57 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=EOT09USR1for  
real-time bond pricing.


GENERAL CABLE: Lenders Relax Credit Pact's Finanical Covenants
--------------------------------------------------------------
General Cable Corporation (NYSE:BGC) announced that the Company
has successfully completed an amendment to its credit facility.
The amendment, which is effective through the first quarter of
2004, substantially relaxed the Company's financial covenants
primarily in response to the ongoing weakness in its
Communications business segment. Among other provisions, the
amendment adjusted the size of the Company's revolving credit
facility to $200 million, added a new financial covenant tied to
minimum earnings levels and established a contingent payment to
the lenders if the total facility commitments are not reduced by
a specified amount by December, 2003. As part of the amendment,
the Company's Board of Directors approved the suspension of its
quarterly cash dividend of $0.05 per common share for the term
of the amendment. The Company will incur one-time costs of
approximately $4 million for the amendment and will pay
incremental annualized interest costs of approximately the same
amount during the amendment period.

"I greatly value the unanimous support we have received from our
lenders, enabling the Company to manage through the trough in
telecom and industrial project demand," said Gregory B. Kenny,
President and Chief Executive Officer. "I believe our lenders
drew confidence from the strength of our 'one company' business
model, diverse geographic and product mix and industry leading
cost structure. We should now have both the liquidity and
financial flexibility to capitalize on opportunity created by
customer and supplier consolidation in difficult market
conditions," concluded Kenny.

General Cable (NYSE: BGC), headquartered in Highland Heights,
Kentucky, is a leader in the development, design, manufacture,
marketing and distribution of copper, aluminum and fiber optic
wire and cable products for the communications, energy,
industrial and specialty markets. The Company offers competitive
strengths in such areas as breadth of product line, brand
recognition, distribution and logistics, sales and service and
operating efficiency. Communications wire and cable products
transmit low-voltage signals for voice, data, video and control
applications. Energy cables include low-, medium- and high-
voltage power distribution and power transmission products. The
Industrial and Specialty Segment is comprised of application-
specific cables for uses such as electrical power generation
(traditional fuels, alternative and renewable sources, and
distributed generation), the oil, gas and petrochemical
industries, mining, industrial automation, marine, military and
aerospace applications, power applications in the
telecommunications industry, and other key industrial segments.
Visit its Web site at http://www.GeneralCable.com


GENTEK INC: US Trustee to Convene Meeting to Form Committees
------------------------------------------------------------
The United States Trustee for Region III will contact each of
GenTek Inc., and its debtor-affiliates' largest unsecured
creditors at the addresses provided by the Debtors to invite
them to an organizational meeting for the purpose of forming one
or more official committees of unsecured creditors.

Official creditors' committees, organized by the U.S. Trustee
under 11 U.S.C. Sec. 1102, ordinarily consist of the seven
largest creditors who are willing to serve on a committee.  
Those committees have the right to employ legal and accounting
professionals and financial advisors, at the Debtors' expense.
They may investigate the Debtors' business and financial
affairs. Importantly, official committees serve as fiduciaries
to the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management
with an independent trustee.  If the Committee concludes
reorganization of the Debtors is impossible, the Committee will
urge the Bankruptcy Court to convert the chapter 11 cases to a
liquidation proceeding.

Typically, the U.S. Trustee convenes the organizational meeting
within a week to 10 days following the commencement of a chapter
11 case.  Creditors who do not send a representative to the
organizational meeting typically are not appointed.  Members of
active prepetition noteholder and other ad hoc committees are
frequently appointed to fill seats on official committees.

Contact the U.S. Trustee's office at (302) 573-6491 to ascertain
the time, date and place of this meeting.

Immediately following the U.S. Trustee's determinations about
how many official committees will be appointed and who will be
appointed to each committee, the newly formed committees convene
their initial meeting.  The first order of business is to listen
to the U.S. Trustee explain the powers and duties of the
committee as a whole and members' individual responsibilities.
The Committee will generally elect a chairman.  Thereafter, the
Committee typically conducts beauty pageants to select their
legal and financial advisors. (GenTek Bankruptcy News, Issue No.
1; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GENTEK: S&P Drops Senior Secured Rating to D After Ch. 11 Filing
----------------------------------------------------------------
Standard & Poor's Ratings Services it lowered its double-'C'
senior secured rating on GenTek Inc., to 'D' after the company's
announcement that it has filed a voluntary petition for
reorganization under Chapter 11 of the U.S. Bankruptcy Code.

At the same time, Standard & Poor's changed its corporate credit
rating to 'D' from 'SD' on GenTek, reflecting the company's
bankruptcy filing. Hampton, New Hamphsire-based GenTek is a
manufacturer of industrial components, telecommunications
equipment, and performance chemicals.

"GenTek's challenges are due to very weak end-market demand,
severe pricing pressures, a high cost structure, and poor
working capital management," said Standard & Poor's credit
analyst Eric Ballantine. He added, "These issues, combined with
a very aggressive financial profile, led to financial distress
and, ultimately, the bankruptcy filing."


GLOBAL CROSSING: Signs-Up Ingram Yuzek for Tax-Related Services
---------------------------------------------------------------
Mitchell C. Sussis, the Debtors' Vice President, informs the
Court that Global Crossing Ltd., and its debtor-affiliated
retained Ingram Yuzek Gainen Carroll & Bertolotti LLP as an
ordinary course professional as of the Petition Date to perform
certain tax-related services.  Ingram, however, projects that
its fees and expenses will exceed the $30,000 per month and
$100,000 in-the-aggregate cap for ordinary course professionals.

By this application, the Debtors seek the Court's authority to
employ Ingram to provide certain tax-related services to the
Debtors.  Ingram will provide these tax services:

A. New York State Sales Taxes and Gross Receipt Taxes:  The New
   York State Department of Taxation and Finance has alleged
   substantial liabilities for sales taxes and gross receipts
   taxes allegedly owing by the Debtors.  Ingram has been
   representing the Debtors in discussions with the NYSDTF and
   will assist the Debtors in negotiating agreements with NYSDTF
   to resolve any alleged tax liabilities;

B. New York State Tax Refunds:  Ingram has been assisting the
   Debtors pursue significant tax refunds for New York State
   sales taxes paid on various telecommunications equipment;

C. New York State Tax Filings:  Ingram is assisting the Debtors
   with the filing of their New York State tax returns and is
   providing research and technical support in connections with
   those returns;

D. Connecticut Sales Taxes:  The Connecticut Department of
   Revenue has proposed the audit of certain Debtors with a view
   to assessing sales tax liabilities.  Ingram is negotiating
   with the CDR to resolve any sales tax liabilities; and

E. Pursuit of Other Sales Tax Refunds:  Ingram will be assisting
   the Debtors pursue refunds for sales taxes erroneously paid
   on certain exempt telecommunications equipment in several
   state and local taxing jurisdictions.

Mr. Sussis contends that the Tax Services to be performed by
Ingram are necessary for the Debtors to execute their duties as
debtors and debtors-in-possession.  Ingram has been involved
with certain state and local tax matters for the Debtors for
over five years.  As an ordinary course professional, Ingram
continues to handle a large number of day-to-day tax matters for
the Debtors including the resolution of alleged tax liabilities
and the pursuit of tax refunds.  Ingram's Tax Services permits
the Debtors to accumulate additional funds and preserve existing
estate assets.

Moreover, since the Petition Date, Mr. Sussis notes that many
taxing jurisdictions have alleged substantial sales-tax and
franchise-tax claims against the Debtors.  The Debtors predict
that other taxing jurisdictions will continue to allege similar
tax liabilities.  Ingram has been assisting the Debtors to
negotiate and resolve many of these alleged tax liabilities.
Ingram's assistance in reducing the proofs of claims filed by
certain taxing authorities has and continues to benefit the
Debtors' estates.

Because Ingram has been performing the Tax Services for the
Debtors and has developed a substantial familiarity with the
Debtors' tax structure and objectives, Ingram can continue to
provide the services without requiring the Debtors to incur the
expense of retaining additional professionals.

Ingram partner Roger Cukras assures the Court that the firm'
employees do not have any connection with the Debtors, their
creditors, or any other party-in-interest, or their respective
attorneys.

However, Ingram currently represents or has represented these
parties-in-interest in unrelated matters:

A. Secured Creditors:  Bank of Tokyo, Mitsubishi, Dai-Ichi
   Kangyo Bank Ltd., and General Electric Capital Corporation,
   CitiGroup and JP Morgan Chase;

B. Vendor Creditors:  Gensler;

C. Underwriters and Agents:  Salomon Smith Barney, Inc.;

D. Landlords:  Consolidated Rail Corp.;

E. Strategic Partners, Affiliations of Outside Directors and
   Litigation and Non-Litigation Claimants:  Exodus
   Communications, Inc., MCI Communications Corp., and MCI
   Worldcom Network Services, Inc.; and

F. Professionals Retained by Unsecured Creditors' Committees:
   Deloitte & Touche.

The Debtors propose to compensate Ingram on two bases:

-- on a contingency arrangement for certain services, and

-- on an hourly basis.

For services consisting of pursuing refunds of sales and use
taxes in Arizona, District of Columbia, Indiana, Michigan, New
Jersey, North Carolina, Ohio and Virginia, Ingram will be
compensated on a contingent fee arrangement.  The contingent fee
would be 25% of realized refunds and credits resulting from
Ingram's efforts.

Ingram will charge the Debtors its customary hourly rates in
connection with this representation:

       Roger Cukras             $435
       Associates               $160 - $325
       Paralegals                $85 - $115

Mr. Cukras asserts that the contingency arrangement and hourly
rates that Ingram seeks to charge the Debtors is consistent with
the rates charged by Ingram and others in non-bankruptcy matters
of this type. (Global Crossing Bankruptcy News, Issue No. 24;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

Global Crossing Holdings Ltd.'s 9.125% bonds due (GBLX06USR1),
DebtTraders says, are trading at a penny on the dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GBLX06USR1
for real-time bond pricing.


GREAT LAKES: Revenue Passenger Miles Up 5.2% in September 2002
--------------------------------------------------------------
Great Lakes Aviation, Ltd., (OTC Bulletin Board: GLUX) announced
preliminary passenger traffic results for the month of  
September.

Scheduled service generated 10,925,000 revenue passenger miles,
a 5.2 percent increase from the same month last year.  Available
seat miles increased 7.5 percent to 30,421,000.  As a result,
load factor decreased less than 1 point to 35.9 percent.  
Passengers carried decreased 0.3 percent compared to September  
2001 to 41,090.

For the nine months ending September 30, 2002 compared to the
same nine month period in 2001, revenue passenger miles
decreased 38.0 percent to 102,629,000 while available seat miles
decreased 20.7 percent to 269,162,000, resulting in a load
factor of 37.2 percent for the year 2002 compared to 48.8
percent for the same nine month period in 2001.  The company
carried 387,360 revenue passenger for the nine month period
ending September 30, 2002, a 42.5 percent decrease on a year
over year basis.

Traffic reflects reductions and restructuring of the company's
scheduled capacity made following the events of September 11,
2001 with emphasis placed on subsidized Essential Air Service
markets.

As of October 1, 2002, scheduled passenger service was being
provided at 47 airports in fifteen states with a fleet of
Embraer EMB-120 Brasilias and Raytheon/Beech 1900D regional
airliners.  A total of 216 weekday flights are scheduled at four
hubs, with 176 flights at Denver, 20 flights at Chicago - O'Hare
International Airport, 14 flights at Minneapolis/St. Paul, and 6
flights at Phoenix.  All scheduled flights are operated under
the Great Lakes Airlines marketing identity in conjunction with
code-share agreements with United Airlines and Frontier
Airlines.

Additional information is available on the company Web site that
may be accessed at http://www.greatlakesav.com  

                            *    *    *

At June 30, 2002, Great Lakes' balance sheets show a working
capital deficit of $116 million and a total shareholders' equity
deficit $19 million.


HEALTHAXIS INC: Nasdaq OKs Continued Listing on SmallCap Market
---------------------------------------------------------------
Healthaxis Inc. (Nasdaq:HAXS), a leading provider of claims and
administration applications, Web-enabled software solutions and
outsourced claims processing services for government and
commercial benefit administrators and managed care
organizations, has received notification from the Nasdaq Stock
Market that its shares will continue to be listed on the NASDAQ
SmallCap Market.

The Company transferred to the NASDAQ SmallCap Market on July
16, 2002, and was previously afforded the remainder of that
market's 180 day grace period, or until Oct. 9, 2002, to regain
compliance with the minimum $1.00 bid price per share
requirement, set forth in Marketplace Rule 4310(c)(8)(D). The
most recent NASDAQ notification states that while the Company
has not regained compliance in accordance with this Rule, the
Company meets the initial requirements for the NASDAQ SmallCap
Market under Marketplace Rule 4310(c)(2)(A). As a result, in
accordance with Marketplace Rule 4310(c)(8)(D), the Company has
been provided an additional 180 calendar days, or until April 7,
2003, to regain compliance.

Healthaxis (Nasdaq:HAXS) is technology services company with
almost 40 years of operating history and 1,200 years of combined
expertise in healthcare benefit administration providing claims
and administration solutions, outsourced claims processing, Web-
enabled solutions and EDI and HIPAA consulting services
exclusively for health insurance companies, commercial and
government benefit administrators. For information on Healthaxis
products and services, call 800/519-0679 or visit
http://www.healthaxis.com For investor information, call  
972/443-5115.


HORNBECK OFFSHORE: S&P Affirms B+ Credit & Senior Debt Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its single-'B'-plus
corporate credit and senior unsecured ratings on Hornbeck
Offshore Services Inc.  The ratings were removed from
CreditWatch, where they were placed with positive implications
on July 23, 2002, following the postponement of its proposed
IPO. The outlook is stable.

Mandeville, Louisiana-based oil and gas services company
Hornbeck has about $175 million in outstanding debt.

The ratings on Hornbeck reflect its position in the deep-water
oil and gas offshore supply vessel market and the
diversification provided by its tug and tank barge business.
Solid near-term fundamentals are providing good financial
results and cash flow generation. However, high debt leverage,
contract-renewal risk, and the risks associated with a
speculative new-vessel program temper these strengths.

Hornbeck's near-term business prospects have improved as a
result of newly signed contracts, which have increased
contracted revenues for 2003 to more than 40%. If extensions and
renewals are exercised, contract coverage could rise to 60%. In
addition, all new vessels constructed have been on budget, and
capital spending has been limited to internal cash flows. One
vessel remains to be delivered from its 2001 new vessel program,
the HOS Sandstorm, which was delayed in the boatyard and should
be delivered on budget in the fourth quarter of 2002.

The stable outlook reflects Hornbeck's limited near-term need
for external financing and adequate liquidity. No positive
rating actions are likely until the company reduces its contract
renewal risk, makes further progress on its construction
program, and ameliorates its high debt leverage. If Hornbeck
finds contract work at favorable rates for its new vessels in
2003 and deleverages through an IPO or other means, a positive
revision to its outlook or rating could occur.


ICG COMM: Pushing with Sale of Maroon Circle Property for $1.25M
----------------------------------------------------------------
The ICG Communications, Inc.'s proposed sale of its Maroon
Circle Property to MRA Meridian Greens LLC for $1.25 million is
going forward.

The salient terms of the sale of this Property to MRA Meridian
are:

Purchase Price:  $1,250,000, paid in cash, with an
                 earnest money deposit of $85,000 paid
                 in escrow upon contract execution, and
                 an additional $35,000 paid upon
                 completion of an inspection period.

Assets Included: The proposed sale will include all of the
                 Debtors' right, title, and interest in the
                 Maroon Circle Property, as well as the UPS
                 system, emergency generator, Liebert cooling
                 units, certain furniture, fixtures and the
                 security system.

Closing:         The closing of the purchase and sale of the
                 Maroon Circle Property shall be held no later
                 than 15 days after the end of the inspection
                 period upon which the remaining $1,130,000 is
                 to be paid in cash.

Conditions
to Closing:      This purchase and sale is subject to
                 completion of customary due diligence. (ICG
                 Communications Bankruptcy News, Issue No. 31;
                 Bankruptcy Creditors' Service, Inc., 609/392-
                 0900)  

ICG Services Inc.'s 13.50% bonds due 2005 (ICGX05USR1) are
trading at 4.5 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ICGX05USR1
for real-time bond pricing.


IMC GLOBAL: S&P Revises Outlook to Neg. on Subpar Fin'l Profile
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on IMC
Global Inc., to negative from stable, citing the company's
subpar financial profile. At the same time, Standard & Poor's
affirmed its ratings, including the double-'B' corporate credit
rating, on the company. Lake Forest, Illinois-based IMC is one
of the largest global producers of phosphate and potash crop
nutrients for the agricultural industry and has over $2.2
billion of debt outstanding.

"The outlook revision reflects concerns that weaker-than-
expected operating and financial performance could make it more
difficult for the company to reduce debt and strengthen credit
protection measures in the near term," said Standard & Poor's
credit analyst Peter Kelly. Profitability and cash flow have
been negatively affected by the continuation of difficult
industry conditions, which constrained demand and pricing
through another difficult spring planting season. Consequently,
IMC's financial profile will likely remain subpar longer-than-
anticipated, although the prospects for the fertilizer industry
have improved.

Ratings continue to reflect the company's average business
profile, offset by an aggressive financial profile. IMC holds
the world's leading position in the production of phosphate and
is the largest supplier of potash (with the second-largest
production capacity). In addition to solid positions in the
mature, competitive, and very cyclical fertilizer markets, IMC
benefits from an advantaged cost profile derived from plentiful,
low-cost reserves, backward integration into raw materials,
efficient production methods, and strong distribution
capabilities. The impact of volatility in phosphate prices and
seasonal bulk sales on financial performance is somewhat
tempered by the more stable potash sales. A growing population,
higher incomes, and improved diets support long-term prospects.
In addition, the need to rebuild global grain supplies, which
remain at near record low levels, should continue to spur
fertilizer use.

The ratings could be lowered if an expected improvement in the
fertilizer sector fails to materialize or other strategic
actions impair the firm's ability to restore credit protection
measures to targeted levels. In addition, a deterioration in
liquidity and in bank line availability would raise the
likelihood of a downgrade.

DebtTraders reports that IMC Global Inc.'s 10.875% bonds due
2008 (IGL08USS1) are trading at 99.828 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=IGL08USS1for  
real-time bond pricing.


INTEGRATED HEALTH: Seeks Final Okay to Amend DIP Credit Pact
------------------------------------------------------------
Integrated Health Services, Inc., and its debtor-affiliates ask
the Court for the entry of a final order authorizing and
approving, pursuant to Sections 105, 363 and 364 of the
Bankruptcy Code:

A. an Amendment to the DIP Credit Agreement, by and among IHS,
   as borrower, and The CIT Group/Business Credit, Inc., as
   Administrative Agent and Lender, CapitalSource Finance LLC,
   as Collateral Agent and Lender, and the DIP Lenders; and

B. the payment of a $50,000 amendment fee.

The Amendment will defer the requirement for a cash collateral
increase from September 30, 2002 to December 31, 2002 because
certain sale transactions and the filing of a plan of
reorganization have not occurred as contemplated.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP
in Wilmington, Delaware, reminds the Court that the DIP Credit
Agreement, dated as of March 21, 2002, is a Secured Super-
Priority DIP Revolving Credit Agreement that provides for
borrowings up to $75,000,000, of which $50,000,000 is available
for letters of credit.  As of October 7, 2002, there is no
outstanding balance under the Agreement, other than for
$40,000,000 in outstanding letters of credit.  The DIP Credit
Agreement will terminate by its terms on the earlier of March
21, 2003 or the effective date of the Debtors' plan of
reorganization.

In addition, the DIP Credit Agreement requires the Debtors to
maintain a $25,000,000 Required Cash Collateral Balance in a
segregated bank account -- the CITBC Collateral Account -- from
the closing date through September 29, 2002.  The balance of
this account should increase to $40,000,000 from September 30,
2002 onwards.

Mr. Brady relates that at the time the provision for the
increase in Cash Collateral Balance was negotiated, the Debtors,
with the assistance of their financial advisors, UBS Warburg
LLC, were in the process of marketing their two principal
business segments -- the Long Term Care and Symphony divisions -
- for sale.  At that time, it was contemplated that prior to
September 30, 2002, the Debtors would either have already filed
a plan of reorganization contemplating the sale of one or both
of the divisions, or would have sold the Symphony division
through a traditional Section 363 sale process.  Therefore, the
Debtors believed that it would be appropriate to agree to a
mandatory increase in the Required Cash Collateral Balance from
$25,000,000 to $40,000,000 on September 30, 2002.

However, no plan of reorganization has been filed and the
Symphony Division has not been sold to date.

The Debtors now prefer to negotiate a sale of both the Long Term
Care division and the Symphony division as a package pursuant to
a single sale agreement.  The Debtors expect to finalize a sale
agreement in the near future, and then file a plan of
reorganization that contemplates the consummation of that sale.

With these changes in their plan, the Debtors asked the DIP
Lenders to agree to an amendment of the DIP Credit Agreement
that would postpone the Debtors' obligation to increase the
Required Cash Collateral Balance to $40,000,000 from September
30, 2002 until December 31, 2002.  The DIP Lenders agreed to the
postponement pursuant to a waiver agreement dated September 30,
2002, subject to negotiation and Court approval of a
satisfactory amendment to the DIP Credit Agreement.

The parties then further negotiated and agreed on the terms
embodied in the Amendment, dated October 2, 2002.

Among other things, the Amendment provides for a modification of
the definition of Cash Collateral Balance to mean:

A. from the Closing Date through December 30, 2002, $25,000,000
   plus any amount required to be deposited into the CITBC Cash
   Collateral Account, and

B. from the earlier of the date of the closing of the Symphony
   sale or December 31, 2002, $40,000,000 plus any amount
   required to be deposited into the CITBC Cash Collateral
   Account.

In addition, the Amendment includes certain provisions that
clarify terms already set forth in the DIP Credit Agreement.

Finally, the Amendment requires that the Debtors pay to the
Administrative Agent a $50,000 fee and reimburse the DIP Lenders
for any out-of-pocket expenses incurred in connection with
obtaining Court approval of the Amendment.  Mr. Brady tells
Judge Walrath that, absent Court approval of the Amendment by
October 29, 2002, the Debtors will either be required to deposit
several million dollars into the CITBC Collateral account or
risk a default under the DIP Credit Agreement.

Mr. Brady contends that the Amendment is necessary to postpone
the Debtors' obligation to deposit several million dollars into
the CITBC Collateral Account.  The Debtors presently have
sufficient cash to meet the covenants contained in the DIP
Credit Agreement, but the Amendment will allow the Debtors to
utilize their cash on hand to meet their working capital needs
and reduce the likelihood of having to draw down funds from the
revolving credit line under the DIP Credit Agreement.  This, in
turn, will enable the Debtors to avoid possible fees and
interest obligations that would arise if the Debtors were
required to access their revolving line of credit under the DIP
Credit Agreement to meet their working capital needs.

The Debtors insist that the Amendment Fee is reasonable.  The
avoidance of obligations more than justifies this $50,000 fee.

Mr. Brady reminds Judge Walrath that the Court has already
approved the DIP Credit Agreement and the Amendment merely
modifies it for the Debtors' benefit. (Integrated Health
Bankruptcy News, Issue No. 44; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


INTERPLAY ENTERTAINMENT: CEO Pleased with Turnaround Progress
-------------------------------------------------------------
Interplay Entertainment Corp., (OTC Bulletin Board: IPLY.OB)
held its Annual Meeting of Stockholders in Newport Beach, Calif.  
Stockholders were invited to vote on three proposals:  election
of the current slate of directors to the Board for another year,
a proposal to increase from 4 million to 10 million the number
of shares of common stock that may be issued under the Company's
1997 Stock Incentive Plan, and a proposal to effect a 10-for-1
reverse stock split of the Company's common stock.  The
stockholders approved all of management's proposals.

In addition, Interplay CEO Herve Caen made the following
comments to shareholders present:

"Despite these challenging times, I am pleased with the pace of
the turnaround at Interplay.  In less than nine months, our team
has implemented aggressive cost cutting measures, dramatically
improved our balance sheet with the sale of Shiny Entertainment,
eliminated long-standing and distracting litigation, secured an
important North American retail distribution agreement, and
released some important franchise titles.  Our turnaround is on
pace, as we look toward the all-important third and fourth
quarters and some exciting new releases from the Company.

"As you know, the Company's shares were delisted from the Nasdaq
Small Cap Market and moved to the Bulletin Board yesterday.  
Given the long-term history of the Company and current market
conditions, this was not an unexpected development.  While this
does not make our road easier, we remain focused on execution of
our business plan, which has already put us on the verge of
operating profit.  You have seen us work hard to trim costs and
focus on what we do best -- own and develop content, while
passing on the costs and responsibilities for inventory, sales,
and marketing, which Vivendi is now handling as our distributor.

"We believe there is genuine opportunity for a company that owns
and produces superb content, without the high costs of sales,
inventory or distribution associated with a 'pure publisher'
model.  Therefore, our plan going forward is built around
content, execution, and profitability, as opposed to pure
revenue growth at any cost.

"I also want to provide a report on the Special Committee the
Board voted to form this summer.  The Committee will explore
strategic options for the future, which might include a capital
infusion or possible sale of the entire Company.  You should
know that no timetable for the committee has yet been set, and
that, while additional strategic actions might be necessary for
the Company to execute its long-term growth plan, the Company is
not in need of immediate cash in order to continue operations.

"Speaking of operations, I am pleased to report that, for the
first time in the Company's history, we will have products for
all platforms on retail shelves before Thanksgiving, giving us a
strong sales runway for the season. This holiday, Interplay will
have two titles on Sony PlayStation2, two titles on Nintendo
GameCube, two titles on Microsoft XBox, and one title on PC.  Of
these titles, those already on the market are performing to our
expectations.

"Going forward, we currently have a product development plan for
games through 2004, including some exciting and familiar
franchises to be launched next year.  This is a boom period in
this cyclical gaming industry, and we realize we must take
advantage of it from a content perspective."

Interplay Entertainment is a leading developer and publisher of
interactive entertainment software for both core gamers and the
mass market. Interplay develops games for personal computers as
well as next generation video game consoles, many of which have
garnered industry accolades and awards.  Interplay releases
products through Interplay, Digital Mayhem, Black Isle Studios,
its distribution partners, and its wholly owned subsidiary
Interplay OEM Inc.

                          *    *    *

As reported in Troubled Company Reporter's October 11, 2002
edition, Interplay Entertainment received notice from The Nasdaq
Stock Market, Inc., that the Company's common stock was delisted
from trading on The Nasdaq SmallCap Market effective with the
opening of trading on October 9, 2002, due to the Company not
meeting certain minimum listing requirements. The company
expects that its common stock will become eligible at that time
or shortly thereafter for trading on the NASD-operated Over-the-
Counter Bulletin Board (OTCBB) under the symbol IPLY.

As of June 30, 2002, Interplay's balance sheet shows a working
capital deficit of about $10 million, and a total shareholders'
equity deficit of about $7 million.


KAISER ALUMINUM: Proposes Uniform Bar Date Notice Procedures
------------------------------------------------------------
In connection with establishing a General Claims Bar Date,
Kaiser Aluminum Corporation and its 16 debtor-affiliates ask the
Court to approve the scope and manner of notice of the General
Bar Date, the Rejection Bar Date and the Amended Schedules Bar
Date.

Paul N. Heath, Esq., at Richards, Layton & Finger, relates that
the Debtors will serve to those entities holding potential
prepetition General Claims:

    * a notice of the Bar Dates; and
    * a proof of claim form similar to Official Form No. 10.

As soon as practicable, but in any event no later than November
22, 2002, the Debtors will mail the Bar Date Notice Package by
first class U.S. mail, postage prepaid, to all known potential
holders of General Claims Claimants.  According to Mr. Heath,
the Proofs of Claim must be filed with Logan & Company, Inc. --
the Debtors' claims and noticing agent -- by the applicable Bar
Date.

The Potential holders will include:

A. all holders of claims listed on the Schedules, including all
   indenture trustees;

B. all counter-parties to executory contracts and unexpired
   leases listed in the Schedules;

C. the District Director of Internal Revenue for the District of
   Delaware;

D. the Securities Exchange Commission;

E. the taxing and other regulatory entities for the
   jurisdictions in which the Debtors do business;

F. all entities that have requested notices pursuant to Rule
   2002 of the Federal Rules of Bankruptcy Procedure; in

G. equity security holders of Kaiser Aluminum Corporation;

H. all other entities listed on the Debtors' matrix of creditors
   except holders of claims that are not General Claims; and

I. pursuant to Local Rule 2002-1(e), the General Claimants'
   counsel, if known.

The Debtors will also mail the Bar Date Notice Package to the
United States Trustee and the members of the Committees and
their counsel.

The Proof of Claim Form mailed to the General Claimants will
state, along with the claimant's name:

1) whether the General Claimant's claim is listed in the
   Schedules and, if so, the Debtor against which the General
   Claimant's claim is scheduled;

2) whether the General Claimant's claim is listed as disputed,
   contingent or unliquidated; and

3) whether the General Claimant's claim is listed as secured,
   unsecured or priority.

If a claim is listed in the Schedules in a liquidated amount
that is not disputed or contingent, Mr. Heath maintains that the
dollar amount of the claim as listed in the Schedules also will
be identified on the Proof of Claim Form.  Any entity that
relies on the information in the Schedules will bear
responsibility for determining that its claim is accurately
listed therein.

According to Mr. Heath, for any claim to be validly and properly
filed, a signed original of a completed Proof of Claim Form,
together with any accompanying documentation required by Rules
3001(c) and 3001(d) of the Federal Rules of Bankruptcy
Procedure, must be delivered to Logan at the address identified
on the Bar Date Notice so as to be received no later than 5:00
p.m., Eastern Time, on the applicable Bar Date.  All filed
Proofs of Claim must:

    * be written in English;

    * be denominated in lawful currency of the United States,
      based upon the exchange rate in effect as of 7:00 a.m.
      Eastern Time on:

        (i) February 12, 2002 for any Debtor other than Alwis
            Leasing, LLC and Kaiser Center, Inc.; and

       (ii) March 15, 2002 for Alwis and Kaiser Center;

    * conform substantially with the Proof of Claim Form.

Mr. Heath notes that the General Claimants will be permitted to
submit Proofs of Claim in person or by courier service, hand
delivery or mail.  Facsimile or e-mail submissions will not be
accepted.  A Proof of Claim will be deemed filed when actually
received by Logan.  If a General Claimant wishes to receive
acknowledgement of Logan's receipt of a proof of claim, Mr.
Heath advises, that Claimant also must submit to Logan
concurrently with submitting its original Proof of Claim:

    * a copy of the original Proof of Claim; and
    * a self-addressed, stamped return envelope.

With respect to claims asserted against multiple Debtors, Mr.
Heath suggests that those claimants will be required to file a
separate proof of claim with respect to each Debtor.  The
claimants also must identify on each proof of claim the
particular Debtor against which their claim is asserted.  Mr.
Heath explains that if entities are permitted to assert claims
against more than one Debtor in a single proof of claim:

-- Logan may have difficulty maintaining separate claims
   registers for each Debtor; and

-- the Debtors may be required to object to a proof of claim to
   clarify the proper Debtor liable for the amounts identified
   in the claim.

"Requiring parties to identify the Debtor against which a claim
is asserted will greatly expedite the Debtors' review of proofs
of claim in these cases," Mr. Heath remarks.  "This requirement
will not be unduly burdensome on the claimants since they will
know, or should know, the identity of the Debtor against which
they are asserting a claim."

In light of the size, complexity and extensive history of their
businesses, the Debtors believe that there exist potential
General Claims that they are unable to identify on the
Schedules. These unknown potential General Claims may include
those:

(a) of trade vendors that failed to submit invoices;

(b) of former employees;

(c) of entities with potential unasserted causes
    of action against the Debtors; and

(d) that, for various other reasons, are not recorded in the
    Debtors' books and records.

The Debtors find it is necessary to provide notice of the Bar
Dates to entities with these potential General Claims.  The
Debtors intend to publish the Bar Dates Notice by November 22,
2002, in:

-- the national editions of:

    * The Wall Street Journal,
    * The New York Times; and
    * USA Today; and,

-- as determined by the Debtors, certain local or regional
   newspapers in certain geographical areas in which the Debtors
   have, or have had in the past, substantial operations,
   received claims or otherwise determine that the notice would
   be appropriate.

The Publication Notice will contain:

    * a website address where potential General Claimants may
      download the Proof of Claim Form and related instructions;
      and

    * a toll-free number where potential General Claimants can
      seek additional information with respect to filing General
      Claims.

With these procedures and efforts, as well as the anticipated
and ongoing public attention to the Debtors' Chapter 11 cases
and the proposed establishment of the Bar Dates, Mr. Heath
believes that the General Claimants will have or should have the
information necessary to be able to file a proof of claim in
these cases. (Kaiser Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


KASPER ASL: Obtains Court Nod to Hire Ernst & Young as Auditors
---------------------------------------------------------------
Kasper A.S.L., Ltd., and its debtor-affiliates sought and
obtained the U.S. Bankruptcy Court for the Southern District of
New York's nod to employ Ernst & Young LLP as auditors and tax
advisors, nunc pro tunc to May 1, 2002.

Originally, the Debtors retained the services of Arthur Andersen
LLP as their auditors, accounting and tax advisors. As of April
17, 2002, Andersen had completed the FY2001 audit work and
presentation to the Audit Committee of the Board of Directors
and the Debtors have filed the 2001 annual 10-K with the United
States Securities and Exchange Commission. Afterwhich, the Audit
Committee determined that the Debtors would not retain Andersen
for FY2002, but instead would retain Ernst & Young to perform
the year-end audit and quarterly review work, tax compliance and
consulting, accounting consultation, and other such services as
the Debtors deem necessary and appropriate to the administration
of these cases.

               Retention of E&Y as Auditors

The audit consists of services provided to both Debtor entities
and a non-Debtor entity, Asia Expert Limited. The fees for the
annual audit and the quarterly reviews of the Debtor entities
are $200,000. The fees for the annual audit and the quarterly
reviews of Asia Expert Limited are $45,000 and will be billed
directly to Asia Expert Limited.

In addition, fees for any special audit-related projects, such
as research and/or consultation on special business or financial
issues, will be billed on an hourly fee arrangement:

          Partners and Principals      $592 - $660
          Senior Manager               $503 - $558
          Manager                      $388 - $435
          Senior                       $272 - $329
          Staff                        $151 - $205

           Retention of E&Y as Tax Consultants

The Debtors have also selected Ernst & Young to provide advice
concerning tax matters subsequent to the Commencement Date.
Ernst & Young has been rendering services to debtors in chapter
11 cases for over twenty-one years, and is extremely familiar
with chapter 11 processes and considerations and has the
necessary background to assist these Debtors dealing effectively
with many of the needs and problems that may arise in the
context of these chapter 11 cases.

The services to be rendered by Ernst & Young as tax consultants
include:

  a) working with the Debtors' personnel and/or agents in
     developing an understanding of the business objectives
     related to the Debtors' recent Chapter 11 filing, including
     understanding reorganization and/or restructuring
     alternatives the Debtors are evaluating with its existing
     bondholders, or other creditors, that may result in a
     change in the equity, capitalization and/or ownership of
     the shares of the Debtors or the Debtors' assets;

  b) assisting and advising the Debtors in bankruptcy
     restructuring objectives and post-bankruptcy operations by
     determining the optimal tax manner to achieve these
     objectives, including, as needed, research and analysis of
     Internal Revenue Code sections, treasury regulations, case
     law and other relevant tax authority which could be applied
     to business valuation and restructuring models;

  c) provide tax consulting regarding availability, limitations,
     preservation and maximization of tax attributes, such as
     net operating losses and alternative minimum tax credits,
     minimization of tax costs in connection with stock or asset
     sales, if any, assistance with tax issues arising in the
     ordinary course of business while in bankruptcy, such as
     ongoing assistance with a federal IRS examination and
     related issues raised by the IRS agent and the mitigation
     of officer liability issues, and, as needed, research,
     discussions and analysis of federal and state income and
     franchise tax issues arising during the bankruptcy period;

  d) assist with settling tax claims and tax examinations
     against the Debtors and obtaining refunds of reduced claims
     previously paid by the Company for various taxes,
     including, but not limited to, federal and state income,
     franchise, payroll, sales and use, property, excise and
     business license;

  e) assist in assessing the validity of tax claims, including
     working with bankruptcy counsel to reclassify tax claims as
     non-priority;

  f) analyze legal and other professional fees incurred during
     the bankruptcy period for purposes of determining future
     deductibility of such costs;

  g) document, as appropriate or necessary, tax analysis,
     opinions, recommendations, conclusions and correspondence
     for any proposed restructuring alternative, bankruptcy tax
     issue or other tax matter described above; and

  h) as requested by the Debtors, provide additional tax
     consulting services.

The standard hourly rates for tax professionals are:

          Partners and Principals      $604 - $670
          Senior Managers              $572 - $583
          Managers                     $488 - $562
          Seniors                      $371 - $441
          Staff                        $281

          Retention of E&Y to Prepare Tax Returns

The Debtors have also selected Ernst & Young to prepare the
year-end tax returns (which includes the quarterly estimates)
including the U.S. federal income tax return, Form 1120, and all
related state and local income and franchise tax returns for the
year ended December 31, 2002.

The services to be rendered by E&Y as tax consultants include:

  a) preparation of the U.S. federal income tax returns, Form
     1120, for Kasper A.S.L., Ltd. and subsidiaries for the year
     ended December 31, 2001;

  b) preparation of international as well as the state and local
     income franchise tax returns to the Tax Engagement Letter;
     and

  c) preparation of tax returns for any other jurisdictions as
     needed by the Debtors.

The fees for the preparation of the income tax returns for the
year ended December 31, 2001 is expected to be $70,000 plus
expenses, including a processing charge of 7%. The fees for
projects outside the scope of the income tax return preparation
engagement letter will be based on actual time incurred at
hourly rates for tax professionals.

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.


KMART: Court OKs Assumption of Manhattan Software License Pact
--------------------------------------------------------------
Kmart Corporation and its debtor-affiliates sought and obtained
the Court's permission to assume a June 29, 2001 Software
License, Services Support and Enhancements Agreement with
Manhattan Associates, Inc., subject to certain modifications.

Mark A. McDermott, Esq., at Skadden, Arps, Slate, Meagher &
Flom, in Chicago, Illinois, explains that the Debtors elected to
install Manhattan's software in their regional specialty
distribution centers during the last week of January 2002
because the software substantially increases a distribution
center's productivity and reduces store out of stock issues.  
Manhattan is an industry leader in warehouse management
software, and the deployment was an initial step in the Debtors
restructuring their operations.  The deployment and subsequent
use of the Software have met or exceeded the Debtors'
expectations.

The License Agreement has three main elements:

-- A Grant of a Perpetual, Nonexclusive License for the Use of
   Manhattan' Warehouse Management Software

   The software has features important in the Debtors'
   reorganization efforts:

    (a) The software can perform physical inventories of a
        distribution center.  The software does radio frequency
        rather than paper-based counts thus, significantly
        reducing human effort and human error; and

    (b) The software has real-time inventory allocation.  Orders
        from stores arrive at a distribution center in real time
        making it possible to ship last minute orders.  This
        feature significantly impacts store out-of-stock issues
        which serves to enhance Kmart's customers in-store
        experience.

-- An Agreement to Provide the Debtors With Requested Technical
   Services on a Time and Material Base

    The technical services include:

    (a) programming;
    (b) consulting analysis; and
    (c) training.

   These services are used for anything -- from adjustments to
   existing systems to the addition of new features to the
   implementation of the software at additional distribution
   centers.

-- An Agreement to Provide Telephonic Customer Support and
   Software Enhancements for an Annual Fee.

Mr. McDermott relates that, as of the Petition Date, the Debtors
owed Manhattan $3,392,001 under the License Agreement.
Additional amounts also have come due subsequent to the Petition
Date.  However, in exchange for the assumption of the Agreement,
Manhattan has agreed to:

(1) reduce its Petition Date Balance by 50% to $1,696,000;

(2) defer the payment of $848,000 of the Cure Payment until,
    for example, the effective date of the plan of
    reorganization; and

(3) waive its claim for $142,276 in two postpetition invoices.

Hence, Mr. McDermott points out, upon the assumption of the
License Agreement, the Debtors have no further payment
obligations to Manhattan for the continued, perpetual use of the
license.

Manhattan also has agreed to:

(1) discount its service fees by 10% until December 31, 2003;

(2) aid Kmart in the sale of certain AS/400 servers; and

(3) reduce the Debtors' future customer support and software
    enhancement fees by at least 50% with incremental increases
    if the Debtors implements Manhattan's warehouse management
    software at additional distribution centers.

The parties also agreed to a walkout clause.  The Debtors can
terminate the License Agreement on 30 days notice.  Following
notice, the Debtors have no liability for any termination fee,
penalty, assessment or charge arising from their termination of
the Agreement other than the fees for Manhattan's actual
services through the date of termination. (Kmart Bankruptcy
News, Issue No. 35; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


LAND O'LAKES: Moody's Takes Downgrade Actions on Senior Ratings
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings on Land
O'Lakes, Inc.  Outlook is stable.

     Rating Action                           To           From

     Land O'Lakes, Inc.

     * Senior implied rating                 B1            Ba2

     * Senior secured rating                 B1            Ba2

     * Senior unsecured issuer rating        B2            Ba3

     * $250 million Senior secured bank
       facility, due 2004                    B1            Ba2

     * $291 million Senior secured term
       loan A, due 2006                      B1            Ba2

     * $234 million Senior secured term
       loan B, due 2008                      B1            Ba2

     * $350 million 8.75% Senior unsecured
       guaranteed Notes, due 2011            B2            Ba3

     Land O'Lakes Capital Trust I

     * $191 million 7.45% Trust preferred
       securities                            B3            Ba3

The lowered ratings reflects the company's weaker-than-expected
operating performance, giving rise to a constrained financial
flexibility and the deterioration of credit protection measures.

The stable outlook looks forward to LOL continuing to reduce
leverage in the years ahead, and implements programs aimed at
improving operating performance.

Land O' Lakes, a branded dairy food, feed, and agricultural
supply cooperative, is headquartered in Arden Hills, Minnesota.


LERNOUT: SEC Files Suit for Accounting Fraud Against Debtors
------------------------------------------------------------
On October 10, 2002, the U.S. Securities and Exchange Commission
office in Washington, D.C., announced it has filed a civil
injunctive action with the United States District Court for the
District of Columbia against Lernout & Hauspie Speech Products,
N.V. alleging accounting fraud.  This action is styled
"Securities and Exchange Commission v. Lernout & Hauspie Speech
Products, N.V."

A free copy of the complaint is available at:

           http://bankrupt.com/misc/SEC_Complaint.pdf

In the complaint, the Commission alleges that, from 1996 through
the second quarter of 2000, while its common stock was listed on
the Nasdaq National Market System and Nasdaq Europe, Lernout &
Hauspie engaged in a variety of fraudulent schemes to inflate
its reported revenue and income.  The result of this conduct was
an international financial scandal, the destruction of Lernout &
Hauspie as an operating company, and a loss of at least $8.6
billion dollars in market capitalization, borne by investors in
Belgium, the United States and elsewhere.

According to the Commission's complaint:

(1) The Dictation Consortium and Brussels Translation Group
    Transactions

    Between 1996 and 1999, Lernout & Hauspie improperly recorded
    over $60 million in revenue from transactions with two
    Belgian entities:

     -- Dictation Consortium, N.V., and
     -- Brussels Translation Group N.V.

    These entities were formed for the specific purpose of
    engaging in transactions to allow Lernout & Hauspie to claim
    revenue from its own research and development activities,
    which otherwise would not have resulted in reported revenue
    unless and until the projects resulted in marketed products.
    Lernout & Hauspie subsequently acquired both of these
    companies on terms that repaid the amounts they had
    previously paid to Lernout & Hauspie, plus a substantial
    profit.  Because the transactions were, in substance,
    disguised loans and not sales or service transactions,
    Lernout & Hauspie should not have recognized revenue from
    those transactions under Generally Accepted Accounting
    Principles;

(2) The Language Development Companies

    By late 1998, the revenue boost obtained by Lernout &
    Hauspie from the Dictation and BTG transactions had waned.
    To bolster its reported revenue, Lernout & Hauspie launched
    a new and elaborate fraudulent scheme to, in essence,
    create additional customers. These new customers, dubbed
    "Language Development Companies" or LDCs, enabled Lernout
    & Hauspie to claim revenue of $102 million in license fees
    and $8.5 million in prepaid royalties in 1998 and 1999
    combined, giving the false impression of exponential growth.
    The LDC revenues were not separately identified by Lernout &
    Hauspie in its financial statements, but instead were buried
    in overall revenue figures.

    The LDCs were structured in a manner that masked their
    actual role at the time of their creation. All were private
    companies.  Most were incorporated in Singapore, although
    they had no actual operations in that country.  The
    "managing director" of many of the Singapore LDCs was a
    Belgian national associated with Lernout & Hauspie.

    Lernout & Hauspie, in its public disclosure, contended that
    the LDCs were formed to develop speech recognition and
    translation software applicable to various regional
    languages.  In actuality, the LDCs were little more than
    shell companies created, like Dictation and BTG, as a means
    for Lernout & Hauspie to improperly fabricate revenue.  The
    LDCs had few, if any, employees, and were dependent on
    Lernout & Hauspie personnel for research and development
    activities.  None of the LDCs ever produced any significant
    product.

    Lernout & Hauspie supplied or arranged for others to supply
    financing for at least certain of the LDCs.  For example, in
    late 1999, Lernout & Hauspie solicited an investment bank in
    Bahrain to help in the search for investors for two LDCs.
    The investment bank advanced Lernout & Hauspie $8 million
    for technology licenses for the LDCs, with the understanding
    that Lernout & Hauspie would repurchase the licenses at a
    substantial premium (representing a 25% internal rate of
    return) should the investment bank be unable to locate
    investors to fund the LDCs.

    Thus, to the extent Lernout & Hauspie obtained funds from
    the LDCs, these funds were subject to material conditions
    imposing significant potential liabilities on Lernout &
    Hauspie.  Lernout & Hauspie, however, did not disclose these
    arrangements and did not reflect its potential liabilities
    to the LDCs on its balance sheet.

(3) The Fraudulent Korean Transactions

    From September 1999 to June 2000, L&H reported approximately
    $175 million in sales revenue from its Korean operations --
    L&H Korea.  The purported dramatic growth in sales from its
    Korean subsidiary accompanied the inflation of the price of
    L&H stock.  The majority of this revenue was fraudulent.

    L&H Korea engaged in "sales" subject to written and oral
    side agreements that did not appear in the L&H Korea
    contract files.  These terms included, in some instances,
    agreements by L&H Korea not to pursue collection of license
    fees unless and until the "customer" generated sufficient
    revenue from use of the L&H software to cover those fees.

    To prevent uncollectible receivables from remaining on L&H
    Korea's books, thereby raising questions about the quality
    of the company's reported earnings, a series of transactions
    with four Korean banks were staged to give the impression
    that the receivables had been factored to those banks on a
    non-recourse basis.  In fact, L&H Korea entered into side
    agreements with the banks requiring L&H Korea to maintain
    blocked deposits to cover the amounts of the "factored"
    receivables, which the banks could apply to satisfy any
    collection shortfalls.  Thus, these transactions were
    essentially fully secured loans from the banks to L&H Korea,
    rather than sales of receivables from L&H Korea to the
    banks.

    In another scheme to disguise that its escalating accounts
    receivable did not reflect genuine sales, L&H Korea arranged
    to have third parties "purchase" the licensing agreements
    from the original customers.  The transferees would then
    obtain loans, collateralized by L&H Korea assets but not
    reflected in L&H Korea's books, and use the proceeds to pay
    L&H Korea through the original customers.  By this means,
    L&H Korea was, in effect, paying down its own receivables,
    while creating the appearance of successfully collecting
    payments from customers.

(4) Subsequent Events

    During the last quarter of 2000, as information about the
    company's financial fraud became public through the press,
    the price of Lernout & Hauspie stock declined dramatically,
    falling from a high of $72.50 in March 2000 to $.76 on
    December 29, 2000.  On December 6, 2000, the common stock
    of Lernout & Hauspie was de-listed by Nasdaq.  Thereafter,
    Lernout & Hauspie voluntarily de-listed from Nasdaq Europe
    in March 2001.  Lernout & Hauspie common stock is currently
    quoted on the "Pink Sheets" disseminated by Pink Sheets LLC.

According to the Commission's complaint, L&H's conduct violated
the anti-fraud, reporting, books and records and internal
controls provisions of the federal securities laws: Section
17(a) of the Securities Act of 1933 and Sections 10(b), 13(a),
13(b)(2)(A), and 13(b)(2)(B) of the Securities Act of 1934 and
Rules 10b-5, 12b-20, 13a-1, 13a-13, and 13a-16 thereunder.  The
Commission seeks a permanent injunction against future
violations by Lernout & Hauspie of these provisions of the
federal securities laws.

The Commission acknowledges the assistance of the United States
Attorney for the Southern District of New York; the Belgian
Ministry of Justice (pursuant to the provisions of the Mutual
Legal Assistance Treaty in effect between the United States and
Belgium); and the Jersey Attorney General.

The Commission's investigation is continuing with respect to
other persons and entities.

                           *     *     *

The Boston Globe reported that the filing of the SEC lawsuit
surprised L&H.  Therese Pritchard, a Washington attorney
representing L&H, told the Boston Globe that, "The company and
SEC staff had reached an agreement on a resolution.  The company
is only waiting for the Belgian bankruptcy court to give final
authority to the curator to execute the papers, and a hearing on
that matter was already scheduled for the end of the month."  
Ms. Pritchard declined to comment further.  The SEC is also
silent on the alleged settlement. (L&H/Dictaphone Bankruptcy
News, Issue No. 31; Bankruptcy Creditors' Service, Inc.,
609/392-0900)  


LUMENON: Shareholders Approve Financing Facility with Crossover
---------------------------------------------------------------
Lumenon Innovative Lightwave Technology, Inc. (NASDAQ SC: LUMM),
a manufacturer of high-quality optical devices for the global
telecommunications, data communications and cable markets,
announced the results of its Special Meeting of Stockholders,
held October 9th, 2002.

At the Special Meeting, the Company obtained stockholder
approval for a private equity financing facility with Crossover
Ventures, Inc., pursuant to which the Company could issue up to
$14,000,000 worth of the Company's common stock and have issued
warrants convertible into shares of the Company's common stock.
Under the terms of the private equity financing facility with
Crossover, the Company has the option to obtain a maximum of
$14,000,000 by issuing shares of its common stock in a series of
periodic draw downs of funds. The draw downs are subject to
certain limitations and the fulfillment of certain conditions,
including a provision which limits Crossover's holdings to
9.999% of the outstanding shares of Lumenon common stock at any
given time and the receipt of stockholder approval, which was
obtained at the Special Meeting, for draw downs which will
result in the issuance of common stock in excess of 19.9% of the
common stock issued and outstanding as of the date of the
financing agreement. These limits and conditions will limit the
amount that the Company may draw down from time to time. The
Company has no obligation to draw down the full amount of the
commitment.

In addition, the Company received stockholder approval for an
amendment to the Company's Amended and Restated Certificate of
Incorporation to increase the authorized number of shares of the
Company's common stock from 100,000,000 to 250,000,000.

The Company's general financing proposal was withdrawn from
stockholder consideration. Gary Moskovitz, Lumenon's President
and Chief Executive Officer, indicated that a new proposal would
be resubmitted to stockholders once a definitive investor was
available.

Commenting on the results of the Special Meeting, Mr. Moskovitz
said, "We are very grateful to our stockholders for their
support of the proposals brought before them, both of which we
believe are key to our success as we work to implement our
financial strategies."

Lumenon Innovative Lightwave Technology, Inc., designs, develops
and builds optical components and integrated optical devices in
the form of packaged compact hybrid glass and polymer circuits
on silicon chips. These photonic devices - based upon Lumenon's
patented PHASIC(TM) design process and manufacturing methodology
- offer communications providers the ability to dramatically
boost bandwidth for today's burgeoning telecommunication, data
communication and cable industries.

For more information about Lumenon Innovative Lightwave
Technology, Inc., visit the Company's Web site at
http://www.lumenon.com

                          *    *    *

As reported in Troubled Company Reporter's June 10, 2002,
Lumenon Innovative Lightwave Technology, Inc., received approval
from the Nasdaq Stock Market, Inc., to transfer the listing of
the Company's common stock from The Nasdaq National Market to
The Nasdaq SmallCap Market effective at the opening of business
Friday, June 7, 2002.

Prior to that, the Company was not in compliance with
Marketplace Rule 4450(a)(5) because the bid price of the
Company's common stock closed at less than $1.00 per share over
30 consecutive trading days and that the Company was not in
compliance with Marketplace Rule 4450(e)(2) because it had not
regained compliance with Marketplace Rule 4450(a)(5) within 90
calendar days.


MANITOWOC COMPANY: Board Declares Cash Dividend to Shareholders
---------------------------------------------------------------
The Board of Directors of The Manitowoc Company, Inc. (NYSE:
MTW), at its meeting Monday, declared a cash dividend of $0.28
per share of common stock to shareholders of record on December
2, 2002, payable on December 9, 2002.

The Manitowoc Company, Inc., is a leading producer of lattice-
boom cranes, tower cranes, mobile hydraulic cranes, boom trucks,
and related products for the global construction industry.  It
is also a leading manufacturer of ice-cube machines,
ice/beverage dispensers, and commercial refrigeration equipment
for the foodservice industry.  In addition, the company is a
leading provider of shipbuilding, ship repair, and conversion
services for government, military, and commercial customers
throughout the maritime industry.

                         *    *    *

As reported in Troubled Company Reporter's July 25, 2002
edition, Standard & Poor's Ratings Services assigned its single-
'B'-plus rating to The Manitowoc Company Inc.'s proposed
offering of $175 million senior subordinated notes due 2012.

At the same time, the double-'B' corporate credit rating was
affirmed on the Manitowoc, Wisconsin-based company. In addition,
the rating was removed from CreditWatch where it was originally
placed on March 19, 2002, following the company's announcement
of the acquisition of Grove Investors Inc. The outlook is
negative.


MARSH SUPERMARKETS: S&P Revises Low-B Ratings Outlook to Neg.
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Marsh
Supermarkets Inc., to negative from stable.

Standard & Poor's also affirmed its double-'B' corporate credit
and unsecured bank loan ratings and its single-'B'-plus
subordinated debt rating on the Indianapolis, Indiana-based
company. Approximately $251 million of debt is affected by these
actions.

"The revised outlook reflects recent negative same-store sales
trends resulting from increased promotional activity from
competitors, more selective consumer spending trends, and
competitive store openings in its core markets. We could
consider a ratings downgrade if these trends continue to
negatively impact credit measures," Standard & Poor's credit
analyst Patrick Jeffrey said.

Marsh operates 109 supermarkets and 187 convenience stores in
Indiana and western Ohio. The company's supermarkets have a
strong market position in Indianapolis, with a market share of
about 29%, similar to Kroger Co., according to the 2002 Market
Scope. The company has faced increased competitive store
openings over the past year from Wal-Mart Stores Inc., Kroger,
and others. This factor, coupled with increased promotional
activity from competitors and more selective consumer shopping
patterns, contributed to a 2.9% same-store sales decline in the
first quarter of 2002.

Standard & Poor's expects Marsh will be challenged to improve
same-store sales trends significantly in 2002 if increased
promotional activity and more selective consumer shopping trends
continue. Marsh had experienced same-store sales increases of
2.5% in fiscal 2001 and 2.0% in fiscal 2000.


METALS USA: FTI Consulting Replaces PwC as Financial Advisors
-------------------------------------------------------------
On July 24, 2002, FTI Consulting Inc., publicly announced that
it entered into a definitive agreement with
PricewaterhouseCoopers to purchase PwC's Business Recovery
Services Practice, a product line that specializes in providing
services to parties in distressed corporate situations.  At the
onset of these Chapter 11 cases, PwC provided business recovery
services to Metals USA, Inc., and its debtor-affiliates.

The transaction between PwC and FTI formally closed on August
30, 2002.  Len B. Blackwell, the primary PwC partner providing
the business recovery services, and practically all of the other
members of the BRS Practice engagement team, became FTI
employees.

By this application, the Debtors seek the Court's authority to
employ FTI, effective August 30, 2002, to serve as their
financial advisor.  FTI will be providing the business recovery
services to the Debtors under the same terms and conditions of
PwC's retention.

Zack A. Clement, Esq., at Fulbright & Jaworski LLP, in Houston,
Texas, tells the Court that the former employees of the PwC
Business Recovery Practice have become intimately familiar with
the Debtors' business affairs and the many issues that may arise
from them.  FTI, in addition, is one of the preeminent financial
services firms operating in the Chapter 11 arena and, thus, is
well qualified and uniquely positioned to continue to provide
financial restructuring support to the Debtors.

Len B. Blackwell, Senior Managing Director at FTI Consulting,
relates that since working with FTI, he supervised a review --
consisting of a query of parties within an internal computer
database containing names of individuals and entities that are
present or former clients of FTI.

From that review it was found that FTI is providing, or in the
past provided, consulting services to these parties-in-interest
in unrelated matters:

A. Attorneys: Fulbright & Jaworski LLP, Bracewell & Patterson
   and Doepken, Keevican & Weiss;

B. Major shareholder: Dimensional Fund Advisors;

C. Secured Lenders: Bank of America, PNC Bank, The CIT Group,
   RZB Finance, Amsouth Bank, GMAC Commercial Credit, Fleet
   Capital Corp., Transamerica Business Capital Corp., Guaranty
   Business Credit Corp. and General Electric Capital Corp.;

D. Secured Lenders' Attorneys: Winstead Sechrest & Minick and
   Jenkins & Gilchrist;

E. Substantial Unsecured Bondholders or Lenders: Bank One NA,
   Bank One Texas NA, PNC Bank, Norwest Bank, Indenture Trustee
   and U.S. Trust Company of California; and

F. Trade Creditors: National Steel, LTV Steel, Commonwealth, US
   Steel, Chaparral, AK Steel, ALCOA, IPSCO, Ormet, Bethlehem
   and Maverick Tube.

Mr. Blackwell tells the Court that except for the unbilled
services and uncollected billings before the Closing Date
provided by the Business Recovery Practice while still under
PwC, FTI is not a creditor of any of the Debtors within the
meaning of Section 101(10) of the Bankruptcy Code.  Based on
FTI's books and records, during the 90-day period prior to the
Petition Date, FTI received $347,908 from the Debtors for
professional services. FTI also received unapplied advance
payments of $500,000 from the Debtors.

According to Mr. Blackwell, the advance payments will be used to
pay for the services that FTI will be providing to the Debtors
through the Business Recovery Practice.  Any unused amount will
be returned to the Debtors.

Compensation will be payable to FTI on the same terms that was
agreed-upon with PwC. (Metals USA Bankruptcy News, Issue No. 21;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


METRETEK TECHNOLOGIES: Commences OTCBB Trading Effective Oct. 15
----------------------------------------------------------------
Metretek Technologies, Inc., (Nasdaq:MTEK) announced that the
Nasdaq Listing Qualifications Panel had denied its request for
continued listing of its common stock despite its failure to
comply with the $1.00 minimum bid price requirement for
continued listing on the Nasdaq SmallCap Market, as set forth in
Marketplace Rule 4310(C)(4). As a result, the Company's common
stock was delisted from the Nasdaq SmallCap Market effective
with the opening of business on Tuesday, October 15, 2002.

Consequently, the Company's common stock began trading on the
OTC Bulletin Board under the symbol MTEK on Tuesday, October 15,
2002. The OTC Bulletin Board is a regulated quotation service
that displays real-time quotes, last-sale prices, and volume
information in over-the counter securities. Information
regarding the OTC Bulletin Board is available at
http://www.otcbb.com  

Despite the delisting from the Nasdaq SmallCap Market, the
Company will remain a public reporting company under Securities
and Exchange Commission rules. The Company expects to reconsider
its listing options in the future, based upon its financial
condition and stock price.

As previously reported, the Company received a Nasdaq Staff
Determination letter on August 14, 2002, that the Company failed
to comply with the $1.00 minimum bid price requirement for
continued listing on the Nasdaq SmallCap Market. The Staff
Determination letter informed the Company that, due to such non-
compliance, the Company's common stock was subject to delisting
from the Nasdaq SmallCap Market. As permitted by Nasdaq rules,
the Company requested a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff Determination, which
was held on September 26, 2002. Although the Panel indicated
continued listing might be preserved if the Company promptly
effected a reverse stock split resulting in compliance with the
$1.00 minimum bid price requirement, the Board of Directors of
the Company determined that proceeding with a reverse stock
split to obtain such compliance under present circumstances
would not be in the best interests of the Company and its
stockholders.

W. Phillip Marcum, president and chief executive officer of the
Company, stated: "While we are obviously disappointed by the
Panel's decision, we strongly believe that the Company
initiatives that we are undertaking, including the restructuring
of operations of Metretek Florida and the continued growth and
success of PowerSecure and Southern Flow, will soon start to
show their effect on the Company's performance. Our management
team is strongly committed to achieving growth and
profitability, and we feel we are headed in the right
direction."

Metretek Technologies, Inc., through its subsidiaries --
PowerSecure, Inc.; Metretek, Incorporated; and Southern Flow
Companies, Inc. -- is a diversified provider of energy
technology products, services and data management systems to
industrial and commercial users and suppliers of natural gas and
electricity.


METROMEDIA FIBER: PAIX Teams-Up with Pacific Wave in Seattle, WA
----------------------------------------------------------------
PAIX.net, Inc., the leading neutral commercial Internet exchange
and a subsidiary of Metromedia Fiber Network, announced an
agreement with Pacific Northwest Gigapop to interconnect the
Pacific Wave and PAIX Seattle ISO Layer 2 switch fabrics,
thereby bringing together two of the most respected peering
infrastructure providers in the nation.  This collaborative
effort essentially creates one of the most robust Internet
exchange points in the Pacific Northwest.

The immediate benefits that will be realized by each party's
customer base are exceptional, adding to the number and variety
of customers accessible through each of the respective switch
fabrics.  PAIX's Seattle participants, which include several
major ISPs and network providers, will have the ability to
interconnect and exchange traffic with the numerous research,
education, and development networks connected to PNWGP's Pacific
Wave international peering facility.  The cumulative result is a
robust peering network with access to over 20 separate
educational and research networks, 4 major government networks,
and a multitude of ISPs, ASPs and other Internet-centric
companies from the U.S. and the Pacific Rim.

In addition to each party being a recognized leader in the
Internet exchange community, the two share very strict neutral
business models and sophisticated business controls on the
quality of their Layer 2 switch fabrics.  This commonality
serves as a great foundation on which to build this type of
expanded connectivity.

"PAIX is very selective in establishing these types of
relationships," said Shelly Fishman, VP of Sales, Marketing and
Business Development at PAIX.net, Inc.  "Pacific Wave's
neutrality, their high quality network and their deep and wide
participant base make them a perfect alliance partner.  By
connecting our networks together, we will be adding significant
value to each of our respective participant communities, and at
the same time, ensuring the highest possible standards of
reliability and service."

"PNWGP is a strong proponent of efficient, cost-effective
network design. Peering facilities such as Pacific Wave and PAIX
are integral components in these designs.  We believe that the
Pacific Wave participants will take full advantage of this new
opportunity to bring value to their networks," said Amy
Philipson, Executive Director of the Pacific Northwest Gigapop.

"We have already seen a demand for this type of arrangement in
the Seattle metro," said PAIX's VP and General Manager Tim
Guarnieri.  "PAIX recently announced a similar agreement with
the Seattle Internet Exchange, which our customers found
valuable and brought about a frenzy of peering arrangements
between our respective customers.  I think we can expect an even
greater response to this offering, simply because of the large
number of participants on Pacific Wave's infrastructure."

Pacific Northwest Gigapop is the Northwest's Next Generation
Internet, Internet2/Abilene applications cooperative, test bed,
point of presence, and home to the Pacific Wave International
Peering Service.  PNWGP and Pacific Wave connect together high-
performance international and federal research networks with
universities, research organizations, and leading-edge R&D and
new-media enterprises throughout Washington, Alaska, Idaho,
Montana, Oregon, Canada, Australia, and Japan.  For more
information visit http://www.pnw-gigapop.netand  
http://www.pacificwave.net  

PAIX.net, Inc., headquartered in Palo Alto, Calif., began
operations in 1996 as Digital Equipment Corporation's Palo Alto
Internet Exchange.  Having proven itself as a vital part of the
Internet infrastructure, PAIX serves as a packet switching
center for ISPs and other Internet-centric customers.  PAIX also
offers secure, fault-tolerant co-location services to ISPs.  
PAIX enables its participants to form public and private peering
relationships with each other and choose from multiple
telecommunications carriers for circuits, all within the same
facility.  PAIX is a subsidiary of MFN.  To ensure its
neutrality, it operates as a separate entity with its own
management.  For additional information about PAIX call 877-
PAIXnet (877-724-9638) or visit its Web site at
http://www.paix.net  

On May 20, 2002, PAIX's parent company, Metromedia Fiber
Network, Inc., and most of its domestic subsidiaries including
PAIX commenced voluntary Chapter 11 cases in the United States
Bankruptcy Court for the Southern District of New York.

MFN is the leading provider of digital communications
infrastructure solutions.  The Company combines the most
extensive metropolitan area fiber network with a global optical
IP network, state-of-the-art data centers, award-winning managed
services and extensive peering relationships to deliver fully
integrated, outsourced communications solutions to Global 2000
companies.  The all-fiber infrastructure enables MFN customers
to share vast amounts of information internally and externally
over private networks and a global IP backbone, creating
collaborative businesses that communicate at the speed of light.

PAIX.net, Inc., a subsidiary of MFN and the original neutral
Internet exchange, offers secure, Class A co-location facilities
where ISPs and other Internet-centric companies can form public
and private peering relationships with each other, and have
access to multiple telecommunications carriers for circuits
within each facility.

For more information on MFN, please visit its Web site at
http://www.mfn.com

Metromedia Fiber Network's 10% bonds due 2008 (MFNX08USR1) are
trading at less than a penny on the dollar, DebtTraders says.
For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=MFNX08USR1


MILACRON: Affirms Third-Quarter Results In Line With Guidance
-------------------------------------------------------------
Milacron Inc. (NYSE: MZ), a leading global supplier of plastics-
processing technologies and industrial fluids, expects to report
third-quarter results from continuing operations in line with
company guidance issued on July 24 and has scheduled the release
of its results and an open investor conference call for
Thursday, November 7, 2002.

As previously projected, the company expects sales from
continuing operations of $185 million to $200 million and an
after-tax loss of $5 million to $8 million in the September
quarter. While maintaining a strong cash position of more than
$100 million, Milacron also confirmed that it had reduced net
debt during the quarter by approximately $300 million, thus
shrinking its net-debt-to-capital ratio from the mid 50 percent
range to the low 30 percent range at quarter end.

"New orders have stabilized - albeit at low levels - for the
past four quarters now," said Ronald D. Brown, chairman and
chief executive officer. "While we have yet to see a strong
recovery in our end markets, we are especially pleased that we
have been able to strengthen our balance sheet significantly
during the past quarter, which improves our liquidity and
financial flexibility going forward."

Following its usual practice, before the market opens on
November 7 Milacron will release its quarterly results along
with the current outlook. Later that day at 2:00 p.m. Eastern
time, the company will hold a webcast conference call. The call
can be accessed via Milacron's Web site at
http://www.milacron.com For analysts and investors wishing to  
ask questions, the dial-in number will be (913) 981-4910.

First incorporated in 1884, Milacron is a leading global
supplier of plastics-processing technologies and industrial
fluids, with major manufacturing facilities in North America,
Europe and Asia. For further information, visit the company's
Web site or call the toll-free investor hot line: 800-909-MILA
(800-909-6452).

                        *    *    *

As reported in Troubled Company Reporter's May 8, 2002, edition,
Standard & Poor's affirmed its double-'B'-minus corporate credit
rating on Milacron Inc., following the company's announcement
that it is selling the Widia Group, its European and Indian
metalworking tools operation, to Kennametal Inc.,
(BBB/Negative/--) for Euro 180 million (about $170 million).


NAPSTER: Trustee Wants to Dip into Bertelsmann's Cash Collateral
----------------------------------------------------------------
Hobart G. Trusdell, the Chapter 11 Trustee of Napster, Inc., and
its debtor-affiliates, asks for permission to use cash
collateral securing the estate's obligations to Bertlesmann AG
to pay certain critical expenses.

The Trustee reminds the U.S. Bankruptcy Court for the District
of Delaware that Bertelsmann AG provided the Debtors with a $5.1
million DIP Financing Facility, as part of the proposed asset
purchase agreement between the Debtors and Bertelsmann.  The
Court subsequently denied the proposed asset sale and as a
result, Bertelsmann terminated its DIP financing commitment and
as well as its consent to the Debtors' use of cash collateral.

By this Motion, the Trustee seeks authority to consensually use
a limited amount of cash collateral, subject to security
interests asserted by Bertelsmann. Bertelsman agree and allow
the Debtors for a limited use of cash collateral for:

     a) payments due to Napster employees for accrued and unpaid
        vacation and other paid time off;

     b) payments of premium due on certain health benefits to
        maintain coverage pursuant to Consolidated Omnibus
        Budget Reconciliation Act; and

     c) a prepetition bonus due to Carolyn Jensen.

In the case of Carolyn Jensen, the Debtors' CFO, she was advised
that she would be paid a $40,000 bonus to continue her
employment and help out in preparing for bankruptcy.  Ms. Jensen
is the only employee that has remained with the Debtors since
September 3, 2002, and her knowledge of the Debtors' businesses
and assets is unique and irreplaceable. The Trustee and
Bertelsmann both believe that Ms. Jensen has earned the bonus
and are concerned that if Ms. Jensen is not paid, she will
likely seek employment elsewhere.

The Trustee wants to pay the Accrued Vacation Pay due to the
employees through the Bertelsmann Cash Collateral:

     Employee Name        Title                      Amount
     -------------        -----                      ------
     Cooney, Manus        VP for Corp/Public Policy  $12,620
     Gatmen, Thelma       Project Manager, F&A         6,038
     Huang, Molly         Accountant                   3,016
     Jensen, Carolyn      CFO                         15,578
     Kremer, Aomsub       Accounting Manager           3,180
     Kulberg, Inga        Sr. Director Staffing & HR   6,865
     Piibe, Mark          Assist General Counsel       2,692
     Rafnel, Bruce        Release Engineer             1,971
     Rhough, Gene         Assist, General Counsel      3,699
     Vietvu, Johnny       Sr. Support Engineer         2,192
     Villalobos, Hector   Server Engineer                795
     Villarta, Antonette  Sr. Server Engineer          4,673

Napster, Inc., and its debtor-affiliates own and operate the
peer-to-peer music service known as Napster. The Napster service
has provided music enthusiasts with an easy-to-use, high quality
service for finding and discovering music and communicating
their interests with other members of the Napster community. The
Company filed for chapter 11 protection on June 6, 2002. Daniel
J. DeFranceschi, Esq., Russell C. Silberglied, Esq., at
Richards, Layton & Finger and Richard M. Cieri, Esq., Michelle
Morgan Harner, Esq., at Jones, Day, Reavis & Pogue represent the
Debtors in their restructuring efforts. When the Company filed
for protection from its creditors, it listed debts of more than
$100 million.


NATIONSRENT INC: Wants to Include Heller Financial in Mediation
---------------------------------------------------------------
NationsRent Inc., and its debtor-affiliates want to include the
motion filed by Heller Financial Leasing, Inc. in the Mediation
Proceedings.  On March 13, 2002, Heller filed a motion to compel
the Debtors to:

    (a) assume or reject an unexpired lease;

    (b) pay certain postpetition lease obligations; and

    (c) allow and pay administrative expense claim with respect
        to the parties' lease agreement.

The Debtors and Heller are parties to an unexpired Master
Equipment Lease Agreement, dated September 1, 1998.  Heller
succeeded the interests in the lease from Genie Financial
Services, Inc.

Although the Debtors have not filed an adversary proceeding
seeking to re-characterize the particular equipment Master Lease
and Schedule with Heller, Joanne P. Pinckney, Esq., at Bouchard
Margules & Friedlander, in Wilmington, Delaware, explains that
in order to resolve the Heller Motion, the Court will need to
address many of the same issues to be addressed in the Mediation
Proceedings.  These issues include, inter alia:

-- Whether Heller is entitled to an administrative priority
   claim for any postpetition scheduled payments that the
   Debtors did not make during the 60-day grace period provided
   by Section 365(d)(10) of the Bankruptcy Code;

-- Whether and to what extent Heller has a security interest in
   the equipment and the proceeds of the equipment rentals; and

-- To the extent Heller is deemed to have a security interest,
   whether Heller has a first priority perfected security
   interest in the equipment and the proceeds of the equipment
   rentals.

A hearing on the Heller Motion, originally set for October 18,
2002, has been continued to February 2003 by the parties'
agreement, before which date the Debtors intend to conduct the
Mediation Proceedings.

Ms. Pinckney asserts that the mediation of Heller's Motion will
be beneficial in resolving the issues encompassed in that Motion
and will preserve judicial resources. (NationsRent Bankruptcy
News, Issue No. 20; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


NCS HEALTHCARE: Amends Solicitation Statement re Tender Offer
-------------------------------------------------------------
NCS HealthCare, Inc., has filed Amendment No. 5 to a Schedule
14D-9 to amend and supplement the Solicitation/Recommendation
Statement originally filed by NCS HealthCare, Inc., on August
20, 2002 and amended on August 21, 2002, August 22, 2002,
September 12, 2002 and September 30, 2002 relating to the tender
offer by NCS Acquisition Corp., a Delaware corporation and a
wholly owned subsidiary of Omnicare, Inc., a Delaware
corporation, for all of the outstanding shares of Class A common
stock, par value $0.01 per share, of NCS and Class B common
stock, par value $0.01 per share, of NCS, at a price of $3.50
per share, net to the seller in cash.

Item 7 of the Schedule 14D-9 is amended to add the following at
the end:

After obtaining the Waiver, NCS instructed its financial and
legal advisors to meet with representatives of Omnicare to
discuss the Omnicare Proposals. Accordingly, on September 13,
2002, Glenn Pollack of Candlewood Partners, LLC, financial
advisor to the Company, together with NCS's legal
advisors, met with Joel F. Gemunder, President and Chief
Executive Officer of Omnicare, and Omnicare's legal and
financial advisors to discuss the terms of the Omnicare
Proposals. Subsequent to the September 13th meeting, NCS's
advisors engaged in discussions with Omnicare's advisors on a
few occasions.

On October 6, 2002, NCS received by facsimile a letter from
Omnicare that was signed by Mr. Gemunder  and a proposed
Agreement and Plan of Merger to be entered into among Omnicare,
NCS Acquisition Corp. and NCS, executed by Omnicare and NCS
Acquisition Corp. The Offer Letter indicates that by executing
the Omnicare Merger Agreement, Omnicare has irrevocably
committed itself to a transaction with NCS. The Offer Letter
further provides that the Omnicare Offer may be accepted by NCS
by executing the Omnicare Merger Agreement at anytime prior to
the earliest of:

         -        the effective time of the Genesis Merger;

         -        two calendar days after the date on which:

         -        the Genesis Merger Agreement is declared
                  illegal, invalid, void or otherwise
                  unenforceable or is otherwise terminated by
                  NCS or Genesis in accordance with its terms;
                  or

         -        NCS stockholders fail to adopt the Genesis
                  Merger Agreement and approve the transactions
                  contemplated by the Genesis Merger Agreement
                  at a meeting called for such purpose;

         -        the date of any amendment or waiver of any of
                  the provisions of the Genesis Merger
                  Agreement;

         -        January 31, 2003.

The Omnicare Merger Agreement provides that as promptly as
practicable after the date that NCS executes the Omnicare Merger
Agreement, Omnicare and NCS Acquisition will amend the Offer to
reflect the terms and conditions set forth in the Omnicare
Merger Agreement, which include NCS Acquisition's offer to
purchase all of the outstanding Class A common shares and Class
B common shares at a purchase price of $3.50 per share, net to
the seller in cash (or such higher price as may subsequently be
paid in the Offer). Following completion of the Offer, NCS
Aquisition Corp., would be merged into NCS, subject to the
approval of NCS' stockholders, if required by applicable law. As
a result of the Omnicare Merger, NCS would become a wholly owned
subsidiary of Omnicare and each outstanding share of Class A
common stock and Class B common stock would be converted into
the right to receive the Offer Price, except for treasury shares
and shares held by Omnicare or its subsidiaries, which would be
cancelled, and shares held by stockholders of the Company who
have perfected their appraisal rights under Section 262 of the
Delaware General Corporation Law, which would be subject to the
rights afforded thereunder.

The obligation of NCS Acquisition to accept for payment and pay
for shares tendered pursuant to the Offer would be subject to
the satisfaction or waiver of each of the following conditions:

         -  there shall have been validly tendered and not
withdrawn that number of shares of Class A common stock and
Class B common stock which represent at least a majority of the
total voting power of the outstanding securities of NCS entitled
to vote in the election of directors or in a merger, determined
on a fully diluted basis;

         -  the accuracy of NCS's representations and warranties
in the Omnicare Merger Agreement, provided that this condition
would be deemed to be satisfied unless all such inaccuracies
would, individually or in the aggregate, reasonably be expected
to have a material adverse effect on NCS;

         -  the performance by NCS in all material respects of
its obligations, covenants and agreements in the Omnicare Merger
Agreement;

         -  the absence of any law, order or injunction
prohibiting the completion of the Offer or the Omnicare Merger;

         -  the absence of any governmental action

         -  challenging or seeking to restrain or prohibit the
consummation of the Offer, the Omnicare Merger or any of the
other transactions contemplated by the Omnicare Merger
Agreement;

         -  seeking to impose any prohibition or limitation, or
to require any divestiture, disposal or similar action by
Omnicare;

         -  seeking to impose limitations on the ability of
Omnicare to acquire or hold any shares of the surviving
corporation's capital stock; or

         -  seeking to prohibit Omnicare or any of its
subsidiaries from effectively controlling in any material
respect the business or operations of Omnicare or any of its
subsidiaries;

         -  the receipt of non-governmental third-party consents
or approvals that are necessary in order to permit the
completion of the Offer, the Omnicare Merger or any of the other
transactions contemplated by the Omnicare Merger Agreement,
except for any such consents or approvals that would not
reasonably be expected to have, individually or in the
aggregate, a material adverse effect on the Company if the
closing of the Omnicare Merger were to occur; or

         -  the receipt of any required governmental or
regulatory approvals, the failure of which to be obtained would
reasonably be expected to have a material adverse effect on the
Company.

The Omnicare Merger Agreement would require Omnicare to make a
cash payment to NCS in the amount of any termination payment
required to be made by NCS to Genesis pursuant to the Genesis
Merger Agreement, except that NCS would be required to refund
this amount to Omnicare in the event that the Omnicare Merger
Agreement is terminated under certain circumstances. In
addition, Omnicare would also be required to cause NCS to redeem
the NCS Notes in accordance with their terms and discharge all
amounts outstanding under the NCS senior credit facility as soon
as practicable on the date on which the Offer is consummated.

The Company is in the process of thoroughly reviewing the terms
and conditions of the Offer Letter and the Omnicare Merger
Agreement with its financial and legal advisors in light of the
Company's current contractual commitments with Genesis. Neither
the NCS Board nor the Independent Committee has taken any action
with respect to the Offer Letter or the Omnicare Merger
Agreement and, accordingly, their respective recommendations to
holders of Shares to reject the Offer and not tender their
Shares pursuant to the Offer as originally proposed by Omnicare
remains unchanged. The Independent Committee and the NCS Board,
however, each reserve the right to revise their respective
recommendations as a result of the Offer Letter, the Omnicare
Merger or any other changed circumstances.

NCS HealthCare, Inc., is a leading provider of pharmaceutical
and related services to long-term care facilities, including
skilled nursing centers, assisted living facilities and
hospitals. NCS serves approximately 206,000 residents of long-
term care facilities in 33 states and manages hospital
pharmacies in 14 states.

NCS Healthcare's June 30, 2002 balance sheet shows a total
shareholders' equity deficit of about $108 million.


NEON COMMS: Court Sets Plan Confirmation Hearing for October 21
---------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Delaware dated September 20, 2002, the Disclosure Statement for
Neon Communications, Inc.'s and its debtor-affiliates' Chapter
11 Plan of Reorganization was approved by the Honorable Peter J.
Walsh.  Judge Walsh finds that the document contains adequate
information regarding the Debtors' Plan.

A hearing to consider confirmation of the Plan will be held on
October 21, 2001 commencing at 4:00 p.m. in Wilmington.

NEON Communications, Inc., owns certain rights to fiber and all
of the outstanding stock of NEON Optica, Inc., which owns and
operates a fiber optic network services. The Company filed for
chapter 11 protection on June 25, 2002. David B. Stratton, Esq.,
at Pepper Hamilton LLP and Madlyn Gleich Primoff, Esq., at
Richard Bernard, Esq., represent the Debtors in their
restructuring efforts. When the Debtors filed for protection
from its creditors, it listed $55,398,648 in assets $19,664,234
in debts.


NETWORK ACCESS: Wins Court Nod to Employ PricewaterhouseCoopers
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave a
favorable nod to Network Access Solutions Corporation and NASOP,
Inc., to retain and employ PricewaterhouseCoopers LLP for
auditing and accounting services during the Company's chapter 11
cases.

PriceWaterhouseCoopers is expected to:

  a. audit financial statements and assist in preparing and
     filing financial statements and disclosure documents
     required by regulatory authorities and the SEC;

  b. review unaudited quarterly financial statements of the
     Debtors;

  c. provide other tax consulting and preparation services;

  d. assist in preparing financial disclosures required by the
     Court, including the schedules of assets and liabilities,
     the statements of financial affairs and monthly operating
     reports;

  e. consult with Debtors' management on business matters
     relating to their chapter 11 reorganization efforts;

  f. assist Debtors' reorganization counsel with the analysis of
     and revisions to the Debtors' plan(s) of reorganization;

  g. prepare state and local personal property tax returns;

  h. prepare sales and use tax voluntary disclosure agreements;
     and

  i. assist with such other matters as Debtors and
     PriceWaterhouseCoopers may agree.

The Debtors will pay PriceWaterhouseCoopers at its current
hourly rates:

          Partners          $400 per hour
          Staff members     $110 to $325 per hour

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.


NEXTREND INC: Files for Chapter 11 Reorganization in Texas
----------------------------------------------------------
NexTrend, Inc., and NexTrend Technologies, Inc., providers of
direct access trading and financial market decision support
technologies, have filed voluntary petitions for reorganization
under Chapter 11 of the U.S. Bankruptcy Code in the United
States Bankruptcy Court for the Northern District of Texas. The
Chapter 11 filing provides NexTrend the ability to continue to
conduct business as usual while it develops a reorganization
plan to maximize recovery for the company's stakeholders.

NexTrend's licensed broker/dealer subsidiary, NexTrend Trading,
Inc., is not included in these proceedings.

"This Chapter 11 filing will enable NexTrend to continue to
deliver uninterrupted services to our customers, maintain our
day to day operations and create the greatest possible value for
our creditors and shareholders." said Mark Cherlin, president
and chief executive officer of NexTrend. "We believe that the
long-term success of our company is best served thru a strategic
alliance, merger or sale and have hired the investment banking
firm of GEM Advisors to assist with this process."

NexTrend is based in Dallas, Texas, and has customers in over 85
countries worldwide. NexTrend's integrated trading and financial
market decision support services offer proprietary direct access
trading, streaming real-time Level II, charts, tickers, hot
keys, account positions, buying power, time & sales, LiveScan,
market scan, most actives, quote boards, financial news, and
much more. NexTrend also offers complete back office integration
with a full suite of streaming real-time risk management,
compliance, and monitoring tools.


NORTHWEST AIRLINES: Q3 Earnings Conference Call Set for Tomorrow
----------------------------------------------------------------
Northwest Airlines (Nasdaq: NWAC) will conduct a live audio
webcast of its conference call with the financial community and
news media tomorrow, October 17, 2002 at 11:30 a.m., EDT to
discuss the company's third quarter financial and operating
results.  The webcast can be accessed at http://www.ir.nwa.com

The webcast replay will be available through October 24, 2002.

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

                           *    *    *

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

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

Northwest Airlines Inc.'s 9.875% bonds due 2007 (NWAC07USR2) are
trading at 45 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NWAC07USR2
for real-time bond pricing.


PICADILLY CAFETERIAS: Gets Authority to Issue 100 Million Shares
----------------------------------------------------------------
Picadilly Cafeterias, Inc., is authorized to issue up to
100,000,000 shares of common stock, no par value per share. As
of September 15, 2002, the Company had issued 10,880,807 shares
of common stock. As of that date, it also had approximately
1,950,000 shares of common stock reserved for issuance upon
exercise of options or in connection with other awards
outstanding under various employee or director incentive,
compensation and option plans. The outstanding shares of its
common stock are fully paid and nonassessable. The holders of
its common stock have no preemptive, subscription, cumulative
voting, conversion or redemption rights, and its common stock is
not subject to mandatory redemption.

                            Dividends

Subject to any preferences accorded to the holders of its
Preferred Stock, if and when issued by the Board of Directors,
holders of its common stock are entitled to dividends at such
times and amounts as the Board of Directors may determine.

                           Voting Rights

Each holder of its common stock is entitled to one vote for each
share of common stock held of record on all matters as to which
shareholders are entitled to vote. Holders of its common stock
are not allowed to cumulate votes for the election of Directors.

                      Rights upon Liquidation

In the event of Picadilly's voluntary or involuntary
liquidation, dissolution or winding up, the holders of its
common stock will be entitled to share equally in any of its
assets available for distribution after the payment in full of
all debts and distributions and after the holders of all series
of outstanding Preferred Stock have received their liquidation
preferences in full.

Certain Provisions of Picadilly Cafeterias, Inc.'s Articles of
Incorporation and By-laws

Certain provisions of its Articles and By-laws and certain
Louisiana statutes may have the effect, either alone, in
combination with each other and the Rights Agreement, or with
the existence of authorized but unissued capital stock, of
making more difficult or discouraging an acquisition of its
Company that its Board of Directors deems undesirable.

Piccadilly is a leader in family dining restaurants and operates
in 216 locations in the Southeastern and Mid-Atlantic states.

As previously reported, the Listing Qualifications Panel of the
American Stock Exchange approved Piccadilly Cafeteria's common
shares for listing on the Exchange.

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

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


PRIMIX SOLUTIONS: Plans to File for Chapter 7 Liquidation Soon
--------------------------------------------------------------
Primix Solutions Inc., (PMIX.PK) announced that the company
plans to file for protection under Chapter 7 of the Bankruptcy
Code. The company expects that such a filing will be made within
the next few weeks.


PROVIDIAN FINANCIAL: Will Publish Q3 2002 Results on October 28
---------------------------------------------------------------
Providian Financial Corporation (NYSE: PVN) will release third
quarter 2002 results on October 28, 2002 after the close of the
market.  The release will be available on the Company's Web site
at http://www.providian.com  The Company will hold its  
conference call shortly thereafter at 5:00 p.m. Eastern Time.
The call will be broadcast live over the Internet through the
Investor Relations page of Providian's Web site,
http://www.providian.com. Those interested in listening to the  
live call should go to the Web site at least 10 minutes before
the start of the call to register and download any necessary
software. A replay will be available shortly after the
conclusion of the call and will remain available through
November 11, 2002.

Investor information is available on Providian Financial's Web  
site at http://www.providian.com

One of the top US credit card outfits, Providian Financial
issues mainly secured credit cards to more than 16 million
customers, most with spotty credit histories; it also issues
credit cards to those with better credit. Providian solicits new
customers via direct mail, phone, and online advertising. The
company also offers money market accounts, CDs, and home equity
loans; its GetSmart.com is an online lender and deposit
institution. High charge-offs have led to a management shake-up,
job cuts, and talk of putting the company up for sale;
meanwhile, regulators ordered the company to stop issuing new
subprime cards.

                          *   *   *

As reported in Troubled Company Reporter's May 27, 2002 edition,
Fitch Ratings lowered the senior debt rating of Providian
Financial Corp., to 'B' from 'B+' and senior debt rating of
Providian National Bank to 'B+' from 'BB-.' The ratings remain
on Rating Watch Negative where they were placed on December 20,
2001.

Fitch's downgrade of Providian's ratings primarily reflects
heightened concerns regarding performance of the Providian
Gateway Master Trust, where excess spread levels have fallen
over the past few months. The decline in excess spread has been
driven by a sharp rise in net chargeoffs of these assets. The
increase in loss rates reflects weakness in the economy that
began in 2001, limitations in growth, but it is also indicative
of the high-risk nature of Providian's customer base, a high
percentage of which would be considered subprime under bank
regulatory definitions.


PUBLIC SERVICE ENTERPRISES: Moody's Reaffirms All Credit Ratings
----------------------------------------------------------------
Public Service Enterprise Group said that Moody's Investors
Service has reaffirmed credit ratings but changed the outlook
from stable to negative for PSEG, PSEG Power and PSEG Energy
Holdings.  The outlook change means Moody's will monitor the
three businesses more closely with respect to developments that
may impact its ratings.  Moody's reaffirmed both the ratings and
stable outlook for Public Service Electric and Gas Company.

"PSEG's senior management has had ongoing discussions with
Moody's regarding our financial, strategic and operating plans
and activities," said Thomas O'Flynn, chief financial officer.  
"We are pleased that Moody's reaffirmed current ratings on all
our businesses, but we are surprised by its outlook changes.  
However, we recognize that we are operating in a very difficult
business environment."

"PSEG and its subsidiaries have sound business fundamentals that
support reasonable earnings and cash flow targets," O'Flynn
added.  "In September, we strengthened our balance sheet by
successfully selling $460 million of participating units, which
are preferred securities that are mandatorily convertible into
common equity."

O'Flynn also emphasized that PSEG has minimal long-term debt
maturities on the horizon and has strong liquidity sources --
both important measures of financial strength.

He said PSEG will continue frequent dialogue with Moody's in an
effort to assure the rating agency that the company's
fundamentals support the retention of the current ratings.

                         *    *    *

At June 30, 2002, Public Service Enterprise Group's balance
sheet shows that its total current liabilities exceeded its
total current assets by about $2 billion.


ROHN INDUSTRIES: Completes Listing Transfer to Nasdaq SmallCap
--------------------------------------------------------------
ROHN Industries, Inc. (Nasdaq: ROHN), a global provider of
infrastructure equipment for the telecommunications industry,
has transferred the listing of its common stock from the Nasdaq
National Market to the Nasdaq SmallCap Market.  The Company's
common stock began trading on the Nasdaq SmallCap Market at the
commencement of trading this morning.  The Company's common
stock continues to trade under the symbol "ROHN".  Daily volume
and closing price continue to be available on the same basis as
previously available.

ROHN Industries, Inc., is a leading manufacturer and installer
of telecommunications infrastructure equipment for the wireless
and fiber optic industries. Its products are used in cellular,
PCS, fiber optic networks for the Internet, radio and television
broadcast markets. The company's products include towers,
equipment enclosures, cabinets, poles and antennae mounts, as
well as design and construction services.  ROHN has
manufacturing locations in Peoria, Ill.; Frankfort, Ind.; and
Bessemer, Ala., along with a sales office in Mexico City,
Mexico.

                         *    *    *

As reported in Troubled Company Reporter's Sept. 3, 2002
edition, ROHN Industries entered into an amendment to its credit
and forbearance agreements with its bank lenders.  The amendment
to the credit agreement, among other things, modifies the
definition of the borrowing base to restrict the Company's
access to $1,500,000 of borrowing capacity and imposes certain
additional information requirements on ROHN.  

Under the amendment to the forbearance agreement, the bank
lenders have agreed to extend until October 31, 2002 the period
during which they will forbear from enforcing any remedies under
the credit agreement arising from ROHN's breach of financial
covenants contained in the credit agreement.  If these financial
covenants and related provisions of the credit agreement are not
amended by October 31, 2002, and the bank lenders do not waive
any defaults by that date, the bank lenders will be able to
exercise any and all remedies they may have in the event of a
default.


RURAL CELLULAR: Will Pay Dividends on Senior & Junior Preferreds
----------------------------------------------------------------
Rural Cellular Corporation (Nasdaq:RCCC) announced that the
quarterly dividends on its 11-3/8% Senior Exchangeable Preferred
Stock and 12-1/4% Junior Exchangeable Preferred Stock will be
paid on November 15, 2002, to holders of record on November 1,
2002. The Senior Exchangeable Preferred Stock dividend will be
paid in shares of Senior Exchangeable Preferred Stock at a rate
of 2.84375 shares per 100 shares. The Junior Exchangeable
Preferred Stock dividend will be paid in shares of Junior
Exchangeable Preferred Stock at a rate of 3.0625 shares per 100
shares. Fractional shares for both the Senior and Junior
Exchangeable Preferred Stock will be paid in cash.

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

At June 30, 2002, Rural Cellular's balance sheets show a total
shareholders' of about $48 million.


SAFETY-KLEEN CORP: Wants to Assign Trumbull Pact to EPIQ Systems
----------------------------------------------------------------
Safety-Kleen Corp., and its debtor-affiliates and Trumbull
Services LLC are parties to the Consulting Agreement under which
the Debtors retain and employ Trumbull to:

(1) serve as the Court's noticing agent to mail notices to
    certain of the estates' creditors and parties-in-interest;

(2) provide computerized claims, objection, and balloting
    database services; and

(3) provide expertise, consultation, and assistance in claim
    and ballot processing and in the dissemination of other
    administrative information related to the Debtors' Chapter
    11 cases.

Trumbull and EPIQ Systems Inc. have signed an Asset Purchase
Agreement dated August 1, 2002, whereby Trumbull agreed to sell
all of its assets relating to its bankruptcy claims
administration services business to EPIQ.  This sale includes
the assignment of the Consulting Agreement to EPIQ effective
upon the closing of the transaction.  The Debtors have consented
in writing to this assignment, and the succession of EPIQ as the
claims and noticing agent in these cases.  The fees charges and
services to be rendered by EPIQ will be the same as those
previously charged and rendered by Trumbull.

By this application, the Debtors ask the Court to:

(a) approve the assignment of the Consulting Agreement to EPIQ
    by Trumbull and the succession of EPIQ as the Claims and
    Noticing Agent, and release Trumbull from any obligation to
    perform under the Consulting Agreement; provided, however,
    that the Assignment will be effective only upon, and subject
    to, the Closing; and

(b) permit EPIQ, upon the Closing and the effectiveness of the
    Assignment, to bill for and collect fees owed by the Debtors
    for services rendered by Trumbull under the Consulting
    Agreement; provided, however, that any payments made by the
    Debtors to EPIQ will discharge any corresponding obligation
    owed by the Debtors to Trumbull.

If the Court won't grant the request, the Debtors seek an order
terminating the Consulting Agreement, subject to, and effective
only upon: the Closing and the appointment by the Debtors of a
successor Claims and Noticing Agent approved by this Court.

Thomas L. Layton, EPIQ Senior Vice President, describes his firm
as a company that develops, markets and licenses proprietary
software solutions for workflow management and data
communications infrastructures that serve the bankruptcy trustee
market and the financial services market.  On the closing of the
Trumbull acquisition, EPIQ will add noticing, claims processing
and other administrative tasks to its repertoire of services.  
Mr. Layton asserts that:

(a) neither EPIQ nor any of its employees has any connection
    with the Debtors, their creditors, or any other party-in-
    interest; except that EPIQ and Bank of America have an
    exclusive national marketing agreement under which EPIQ
    offers it Chapter 7 bankruptcy trustee customers technology
    products and Bank of America offers these same customers
    specialty banking services and pays EPIQ a percentage fee
    based on the total trustee funds on deposit;

(b) EPIQ is a "disinterested person" as that term is defined in
    Section 101(14) of the Bankruptcy Code; and

(c) EPIQ does not hold or represent any interest adverse to the
    Debtors' estates.

EPIQ assures the Court that it is not an employee of the United
States Government and will not seek any compensation from the
Government for its services, nor will EPIQ be or act as an agent
of the United States. EPIQ will not misrepresent any fact to the
public, or employ any past or present employees of the Debtors
in connection with its work in these cases.

The Debtors intend to treat the fees and expenses of the Claims
and Noticing Agent incurred in the performance of services as an
administrative expense and will be paid in the ordinary course
of business. (Safety-Kleen Bankruptcy News, Issue No. 46;
Bankruptcy Creditors' Service, Inc., 609/392-0900)    


SCIENTIFIC LEARNING: Will Hold Q3 Conference Call on October 24
---------------------------------------------------------------
Scientific Learning Corporation (OTCBB: SCIL) invites investors
and members of the public to listen to a broadcast of the
Company's conference call to discuss its financial results for
the third quarter of 2002.  

The call will be broadcast live over the Internet on Thursday,
October 24, 2002 at 5:00 p.m. EDT/2:00 p.m. PDT. The conference
call will be available live on the Investor Information portion
of the Company's Web site at http://www.ScientificLearning.com
and at http://www.ON24.com.  

To obtain future announcements of quarterly releases and other
event calls, please call the Investor Relations department of
Scientific Learning at 1-888-665-9707 ext. 3 or email
http://investorrelations@scilearn.com  

Headquartered in Oakland, California, Scientific Learning sells
the Fast ForWord(R) patented family of products that develops
and enhances foundational skills critical to language and
reading for learners of all ages. Significant gains are
frequently achieved in as few as 20 to 40 instructional
sessions. To learn more about Scientific Learning's
neuroscience-based products, visit the Company's Web sites at
http://www.ScientificLearning.comand  
http://www.BrainConnection.com, or call toll-free 888-452-7323.

At June 30, 2002, Scientific Learning Corp.'s total
shareholders' equity deficit reaches a little over $5 million,
and its working capital deficit tops $4 million.


SEPRACOR INC: PRIMECAP Management Discloses 8.54% Equity Stake
--------------------------------------------------------------
PRIMECAP Management Company beneficially owns 7,180,846 shares
of the common stock of Sepracor, Inc., representing 8.54% of the
outstanding common stock of the company.  PRIMECAP holds the
sole power to vote, or direct the voting of 1,823,846 shares and
the sole power to dispose of, or direct the disposition of the
entire amount of stock held, i.e. 7,180,846 shares.

Sepracor Inc., is a research-based pharmaceutical company
dedicated to treating and preventing human disease through the
discovery, development and commercialization of innovative
pharmaceutical products that are directed toward serving unmet
medical needs. Sepracor's drug development program has yielded
an extensive portfolio of pharmaceutical compound candidates,
including candidates for the treatment of respiratory, urology
and central nervous system disorders. Sepracor's corporate
headquarters are located in Marlborough, Massachusetts.

Sepracor's June 30, 2002 balance sheet shows a total
shareholders' equity deficit of about $322 million.


SIRIUS: Interest Nonpayment Spurs S&P to Cut Credit Rating to D
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on satellite radio provider Sirius Satellite Radio Inc.,
to 'D' from triple-'C', and removed it from CreditWatch
following the company's failure to make a scheduled interest
payment on its 8.75% convertible subordinated notes.

At the same time, Standard & Poor's said that it lowered its
subordinated debt rating on Sirius to 'D' from double-'C' and
removed the rating from CreditWatch and lowered its senior
secured ratings to triple-'C'-minus from triple-'C'. The senior
secured debt rating remains on CreditWatch with negative
implications.

Sirius is based in New York, New York and had $599 million in
debt at June 30, 2002.

"Standard & Poor's views Sirius' failure to make the interest
payment on these notes as scheduled as an event of default,
regardless of any technical grace period," according to Standard
& Poor's credit analyst Steve Wilkinson. He added, "Standard &
Poor's recognizes that Sirius currently has ample cash to make
this payment, but believes that the company does not have the
capacity to support its current capital structure."

Standard & Poor's said that it will continue to monitor the
company's success in restructuring its debt and raising
additional capital.


SOLUTIA INC: Updates Third Quarter 2002 Earnings Outlook
--------------------------------------------------------
Solutia Inc., (NYSE: SOI) indicated that third quarter
underlying earnings are expected to be approximately 11 cents
per share, excluding net charges of $11 million, or 11 cents per
share.  Included in underlying earnings is the previously
reported $5 million, or 5 cents per share loss associated with
the severe storms and flooding of our Integrated Nylon facility
in Texas.

"We continue to be encouraged by the year over year improvements
we are seeing in sales and margins.  However, the industry
continues to be affected by uncertainty in global economies and
higher raw material costs," said chairman and chief executive
officer John C. Hunter.

The third quarter charges resulted from two events.  Solutia has
reached agreement for the resolution of a complex construction
dispute with Fluor Corporation.  The company has agreed to pay
Fluor $20 million over a three-year period.  The impact to the
quarter's earnings will be $3 million, or 3 cents per share.  
The remaining settlement amount will be realized over the
remaining useful life of the plant.  Additionally, as required
by FASB Statement No. 88, Solutia recorded a pension settlement
loss of $8 million, or 8 cents per share in the third quarter.

Solutia plans to discuss its earnings in greater detail at its
third quarter earnings conference call on Friday, Oct. 25, 2002,
at 9 a.m. central time.  The teleconference will be webcast on
its Web site at  
http://www.solutia.com/pages/corporate/investors/investor_relations.asp
under the presentations and speeches tab.

Solutia -- http://www.Solutia.com-- uses world-class skills in  
applied chemistry to create value-added solutions for customers,
whose products improve the lives of consumers every day.  
Solutia is a world leader in performance films for laminated
safety glass and after-market applications; resins and additives
for high-value coatings; process development and scale-up
services for pharmaceutical fine chemicals; specialties such as
water treatment chemicals, heat transfer fluids and aviation
hydraulic fluid and an integrated family of nylon products
including high-performance polymers and fibers.

                           *    *    *

As reported in Troubled Company Reporter's August 14, 2002
edition, Fitch Ratings upgraded Solutia Inc.'s senior secured
bank facility rating to 'BB-' from 'B' and the rating on the
senior secured notes to 'B' from 'CCC+'. The senior secured note
rating applies to the new note issue completed in July 2002, as
well as the notes and debentures existing prior to recent
refinancing. The ratings have been removed from Rating Watch
Negative. The Rating Outlook is Negative.

The ratings upgrade is based in part upon the recent completion
of delayed refinancing plans, Solutia's ability to handle
increased interest payments, the company's leverage, and the
potential for earnings recovery, as well as the company's
overall business profile.

The Negative Rating Outlook status reflects continuing concerns
surrounding the strength and pace of an earnings recovery
relative to Solutia's financial covenants, and the ultimate
liability related to the polychlorinated biphenyls contamination
litigation in Anniston, Alabama.


STARBAND COMMS: Wants More Time to File Chapter 11 Plan
-------------------------------------------------------
StarBand Communications Inc., asks from the U.S. Bankruptcy
Court for the District of Delaware for additional time to file a
chapter 11 plan and solicit acceptances of that plan from
creditors.  The Debtors want to preclude any other party-in-
interest from filing a plan, so they ask the Court to preserve
their exclusive plan filing period under 11 U.S.C. Sec. 1121
through January 26, 2003.  The Debtors ask for a concomitant
extension of their exclusive solicitation period until March 27,
2003.

Although the Debtor has made significant progress towards
rehabilitation, it will need more time to develop, negotiate and
propose a reorganization plan.

The Debtor assures the Court that it has made significant
progress to stabilize its business and streamline its costs and
operations.

  A) EchoStar Settlement

     The settlement brought immediate cash into the estate and
     removed various controls that EchoStar had over the
     Debtor's business, thereby making it more attractive to
     potential investors. Also, the settlement allowed the
     Debtor to deal directly with dealers selling its product
     and service and, as a result of the Debtor's efforts, over
     2000 dealers have signed up to sell the Debtor's product
     and service.

  B) Streamlining of Business

     The Debtor has streamlined its business since the Petition
     Date and has reduced costs through workforce reductions.

  C) Key Employee Retention

  D) Working Capital Needs

     The Debtor obtained court approval of postpetition
     financing to allow it to continue to operate its business
     without interruption.

  E) Case Management

     The Debtor has spent considerable time and energy
     addressing the Debtor's chapter 11 responsibilities,
     specifically, the Debtor has timely filed:

     a) schedules of assets, liabilities and executory contracts
        and statement of financial affairs and
     b) monthly operating reports with the Office of the United
        States Trustee.

StarBand Communications Inc., provides two-way, always-on, high-
speed Internet access via satellite to residential and small
office customers nationwide. The Company filed for chapter 11
protection on May 31, 2002. Thomas G. Macauley, Esq., at
Zuckerman and Spaeder LLP represents the Debtor in its
restructuring efforts. When the Company filed for protection
form its creditors, it listed $58,072,000 in assets and
$229,537,000 in debts.


STERLING CHEMICALS: Texas Court Confirms Disclosure Statement
-------------------------------------------------------------
Sterling Chemicals Holdings, Inc., (OTC Bulletin Board: STXXQ)
and certain of their direct and indirect U.S. subsidiaries
announced that the United States Bankruptcy Court for the
Southern District of Texas, Houston Division, has approved the
Disclosure Statement for Sterling's revised Joint Plan of
Reorganization.  Sterling will now begin soliciting acceptances
for the Plan, with ballots for voting on the Plan expected to be
mailed by October 18, 2002.  The voting deadline is November 13,
2002.  The confirmation hearing on the Plan is scheduled for
November 20, 2002.

Sterling voluntarily filed for Chapter 11 protection on July 16,
2001, and filed its original Plan of Reorganization on May 14,
2002.  As a result of negotiations with key parties in interest
in the bankruptcy case, modifications to the Plan of
Reorganization were filed on September 13, 2002, October 7, 2002
and October 11, 2002.  The final Plan corresponding to the
approved Disclosure Statement was filed on October 14, 2002.

The Plan contemplates that funds managed by Resurgence Asset
Management, L.L.C., will underwrite or provide a $60 million
infusion of new equity capital unless Sterling accepts an
alternate plan pursuant to the alternate plan process discussed
below.  Sterling and Resurgence have entered into a related
investment agreement that also provides for a customary breakup
fee and expense reimbursement.

The Bankruptcy Court approved the Disclosure Statement and
authorized the solicitation of votes on the Plan subject to the
conduct of a contemporaneous alternative plan process.  As a
part of that process, alternative plan proposals must be
submitted by no later than October 28, 2002, at 9:00 a.m. ET.  A
hearing with respect to the outcome of the alternative plan
process will be conducted on October 31, 2002, at 1:30 p.m.
Central.  Sterling believes that the most likely outcome of the
alternative plan process is that the Plan will remain unchanged
or that it will be modified in a manner that does not adversely
change the treatment of any claim.  Although Sterling believes
it is unlikely that the Plan will be modified in a manner that
will require transmission of a supplement to the Disclosure
Statement or resolicitation of votes on the Plan, no assurances
in that regard can be provided.

The Plan has the support of Sterling's major creditor groups.  
The Official Committee of Unsecured Creditors and the Ad Hoc
Committee of Holders of the Senior Secured 12-3/8% Notes due
2006 have furnished Sterling with letters to their respective
constituents recommending approval of the Plan.

"This is another significant step in our financial
reorganization," said David G. Elkins, President and Co-CEO of
Sterling.  "While some challenges remain, we continue to work
closely with all parties and we are on schedule to emerge from
Chapter 11 by year-end."

Copies of the Plan and the Disclosure Statement will be posted
on Sterling's Web site at http://www.sterlingchemicals.com  

The entities included in Sterling's Chapter 11 proceeding own
and operate Sterling's manufacturing facilities in Texas City,
Texas; Pace, Florida; and Valdosta, Georgia.  Sterling's foreign
subsidiaries, including those in Canada, Australia and Barbados,
are not included in the bankruptcy cases.

Based in White Plains, New York, Resurgence is a leading global
private investment firm with approximately $1.3 billion in
assets under management

Based in Houston, Texas, Sterling Chemicals Holdings, Inc., is a
holding company that, through its operating subsidiaries,
manufactures petrochemicals, acrylic fibers and pulp chemicals,
and provides large-scale chlorine dioxide generators to the pulp
and paper industry.  Sterling has a petrochemicals plant in
Texas City, Texas; an acrylic fibers plant in Santa Rosa County,
Florida; and pulp chemical plants in Grande Prairie, Alberta;
Saskatoon, Saskatchewan; Thunder Bay, Ontario; Vancouver,
British Columbia; Buckingham, Quebec and Valdosta, Georgia.


TOWER AUTOMOTIVE: Appoints NYLIM to Manage $100MM Pension Plan
--------------------------------------------------------------
NYLIM Retirement Plan Services, a division of New York Life
Investment Management LLC, has been appointed by Tower
Automotive, Inc., (NYSE: TWR) to manage Tower Automotive's $100
million defined benefit pension plan.

Tower Automotive, a maker of components and systems for
automotive original equipment manufacturers based in Grand
Rapids, Mich., already moved its $300 million 401(k) plan to
NYLIM Retirement Plan Services in the summer of 2001. Its
pension plan covers 4,000 colleagues.

"We've been very impressed with NYLIM's service, technology and
efficiency in managing our 401(k) plan," said Richard Burgess,
who leads human resources for Tower Automotive. "NYLIM has given
us the capability to provide our colleagues with a 401(k)
program that is state-of-the-art in education, service and
participant access. Achieving those goals on the pension side
and making this important colleague benefit more visible were
key factors in our decision to appoint NYLIM as the
comprehensive provider of our pension and 401(k) programs."

Tower Automotive's pension will move to NYLIM Retirement Plan
Services' DB Complete(R) bundled platform this month. DB
Complete integrates all of the traditional pension services,
such as investment management, trust services, colleague
communications, actuarial work, as well as ERISA compliance and
government filings, under one roof.

Clients with both DB and DC plans at NYLIM Retirement Plan
Services receive the additional benefit of coordinated services
such as: Combined Plan Statement, a one-page look at a
participant's entire retirement picture, and a single Internet
site and call center for all retirement information. A single
relationship manager within NYLIM Retirement Plan Services will
coordinate all services for Tower Automotive.

The Cusack Retirement Team, Tower Automotive's independent
retirement plan consultants and investment advisors, managed the
request for proposal process. The Cusack Retirement Team is a
group of professionals at McDonald Investments in Grand Rapids,
Mich., specializing in corporate retirement plan analysis,
investment advisory services, and plan communication and
education for participants.

"Once Tower Automotive learned of NYLIM's expertise in managing
pension plans, and knowing from experience its excellent work
with defined contribution plans, they became interested in
pursuing a larger relationship. With both its DC and its DB
plans at NYLIM, Tower can leverage the assets in both plans to
help achieve cost savings and other efficiencies of scale," said
Joe Horlings, a partner in the Cusack Retirement Team and a
senior vice president at McDonald Investments.

"Tower Automotive's colleagues will now have one point of access
for all of their retirement plan information, saving them time
and making retirement planning more approachable," said Susan
Rose, a partner in the Cusack Retirement Team and managing
director of McDonald Investments. "And since we will be
responsible for educating Tower Automotive colleagues about both
their defined contribution and defined benefit plans, we can
provide a more complete retirement picture."

"We are so pleased that Tower Automotive has chosen us to manage
their pension plan," said Tom Clough, managing director of NYLIM
Retirement Plan Services. "Tower Automotive is a prestigious
client and it is exciting to grow our existing relationship with
them."

Tower Automotive, Inc., is a global designer and producer of
vehicle structural components and assemblies used by every major
automotive original equipment manufacturer, including Ford,
DaimlerChrysler, GM, Honda, Toyota, Nissan, Fiat, Hyundai/Kia,
BMW, and Volkswagen Group. Products include body structures and
assemblies, lower vehicle frames and structures, chassis modules
and systems, and suspension components. The company is based in
Grand Rapids, Mich. Additional company information is available
at http://www.towerautomotive.com

The Cusack Retirement Team is comprised of 12 professional
retirement consultants, investment advisors, and education
coordinators based in Grand Rapids, Mich., dedicated to
providing their corporate and individual clients with superior
service and advice. They currently serve over 50 qualified plans
representing over 40,000 employees and $1 billion in plan
assets. The Cusack Retirement Team is backed by McDonald
Investments, Inc.

McDonald Investments, Inc., is a leading full-service investment
banking, brokerage and investment advisory firm serving
individuals, corporations, institutions and governments.
Established in 1924, McDonald Investments is a subsidiary of
KeyCorp, one of the nation's largest financial service
companies. KeyCorp, a Cleveland-based firm, provides retail and
wholesale banking, investment, financing and money management
services to individuals and companies across the U.S.

NYLIM Retirement Plan Services administers more than $8 billion
in comprehensive defined contribution, defined benefit and
deferred compensation plans as of June 30, 2002. NYLIM
Retirement Plan Services oversees retirement programs for small,
medium and large companies, unions, and individuals throughout
the United States, and is widely recognized for its leadership
in bundled defined contribution and bundled defined benefit
plans.

With more than $150 billion in assets under management as of
June 30, 2002, NYLIM and its affiliates provide investment
management and related services to a wide range of individual,
corporate, public, and Taft-Hartley clients. NYLIM offers
institutional asset management, retail investments, retirement
plan services, guaranteed products, real estate investments, and
alternative investments.

Tower Automotive's June 30, 2002 balance sheets shows a working
capital deficit of about $249 million.


UBIQUITEL INC: S&P Junks Corporate Credit Rating at CCC+
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on UbiquiTel Inc., and unit UbiquiTel Operating Co., to
triple-'C'-plus from single-'B'-minus.

At the same time, Standard & Poor's lowered its bank loan rating
on UbiquiTel Operating to triple-'C'-plus from single-'B'-minus
and its subordinated debt rating on the company to triple-'C'-
minus from triple-'C'. The ratings on both companies were placed
on CreditWatch with negative implications.

UbquiTel, a Sprint PCS affiliate headquartered in Conshohocken,
Pa., provides wireless services to midsize markets in the
western and midwestern U.S.  As of June 30, 2002, UbiquiTel's
total debt outstanding was about $445 million.

"The rating downgrade reflects the continued impact of the Clear
Pay customers on churn rate and cash flow measures in the near
term, together with overall slower subscriber growth anticipated
by Standard & Poor's. Although the company's bank covenants were
modified in July 2002, the CreditWatch placement reflects the
potential for the company not meeting the minimum subscribers
covenant over the next six months due to high churn and lower
net customer additions," said Standard & Poor's credit analyst
Rosemarie Kalinowski.

Bad debt expense is expected to remain relatively high as the no
deposit account spending limit (ASL) customers are cleared out.
In addition, challenges remain from increased competitive
pricing from national service providers and execution risk
related to the recent deployment of the next generation (3G)
network. This tenuous business risk position is somewhat
tempered by the company's relationship with Sprint PCS and its
spectrum capacity position.

Since the fourth quarter of 2001, net adds have slowed due to
the high churn rate associated with the ASL service offered to
credit challenged customers with no deposit, and the slower
wireless industry growth. Net adds were 15,700 in the second
quarter of 2002, a 32% decline when compared to 23,100 net adds
in the first quarter of 2002.

Standard & Poor's will monitor UbiquiTel's operating results and
assess its capacity to meet tightening bank covenants prior to
resolving the CreditWatch listing.


UNITED AIRLINES: Applauds Unions Commitment to Coalition Process
----------------------------------------------------------------
United Airlines (NYSE: UAL) issued the following statement:

"United Airlines applauds the ongoing commitment of the unions
to the coalition process, and believes that substantial progress
continues to be made with them on agreeing to a framework for
updating our business plan with the ATSB on a timely basis.  
Agreement on the framework being discussed by the coalition and
United will greatly enhance the ability to conduct bilateral
negotiations on a fast-track basis with the individual labor
groups.

"The IAM has said that it will continue to coordinate with the
other labor groups at United while pursuing its specific
discussions with United, which is important since the meaningful
participation by all the unions is critical to success in this
process.  Now is truly the moment for all of us who are
committed to United to step forward and work swiftly toward a
positive resolution of the issues in front of us."


US DIAGNOSTIC: Will Auction-Off Assets & Contracts on Monday
------------------------------------------------------------
US Diagnostic Inc., together with its debtor-affiliates, sought
and obtained the approval of the U.S. Bankruptcy Court for the
Southern District of Florida to sell substantially all the
Debtors' assets and to assume and assign certain related
executory contracts and unexpired leases to DVI Financial
Services, Inc., subject to higher and better offers.

Any competing bid must be received before 4:00 p.m. on October
16, 2002 and addressed to:

      (i) US Diagnostic, Inc.
          250 Australian Avenue
          9th Floor
          West Palm Beach, FL 33401
          Attn: Jerry Aron

     (ii) Greenberg Traurig, P.A.
          1221 Brickell Avenue
          Miami, Florida 33401
          Attn: James P. Leshaw, Esq.
     
    (iii) Andrews & Kurth
          805 Third Avenue
          New York, NY 10022
          Attn: Paul Silverstein, Esq.           

In the event timely Qualified Bids are received, the Debtors
will conduct an auction for the said assets at 10 a.m. on
October 21, 2002 at the offices of Greenberg Traurig.

A Sale Hearing to approve the Asset Sale will commence on
October 25, 2002.

US Diagnostic Inc., and its debtor-affiliates, filed for Chapter
11 protection on September 13, 2002. James P.S. Leshaw, Esq.,
and Nathan G. Mancuso, Esq., at Greenberg Traurig, P.A.
represent the debtors in their liquidating efforts.


US UNWIRED: S&P Places Ratings on Watch Neg. Due to Slow Growth
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its single-'B' corporate credit ratings, on US Unwired Inc., and
wholly owned subsidiary IWO Holdings Inc., on CreditWatch with
negative implications. The actions are based on concern about
increased business risk from heavy wireless industry
competition, and slowing subscriber growth that could boost
already high financial risk. The companies' ability to meet or
renegotiate bank covenants that tighten in 2003 is a particular
concern given still heavy negative discretionary cash flow and
external liquidity needs.

US Unwired and IWO, which are analyzed on a consolidated basis,
are Sprint PCS Group affiliates and provide wireless services to
about 539,000 subscribers as of June 30, 2002. Total debt at the
Lake Charles, Louisiana-based company at June 30, 2002 was
$723.8 million.

"Standard & Poor's outlook for Sprint PCS affiliates has dimmed
due to maturing wireless penetration and recent disclosure of
third quarter subscriber losses at Sprint PCS Group. National
wireless providers are introducing increasingly competitive
pricing plans, intensifying pressure on all Sprint PCS
affiliates, as well as Sprint PCS," Standard & Poor's credit
analyst Eric Geil said. "High churn rates above 3%, partly due
to termination of subprime customers, continue to challenge US
Unwired. Although demand is generally strongest in the fourth
quarter and recently deployed next generation (3G) services may
stimulate consumer interest, the soft economy could temper these
positive factors."

Standard & Poor's will review US Unwired's business and
financial prospects in light of the increasingly competitive
environment.


VELOCITA: Court OKs Deloitte & Touche as Reorganization Advisors
----------------------------------------------------------------
Velocita Corp., and its debtor-affiliates sought and obtained
approval from the U.S. Bankruptcy Court for the District of New
Jersey to employ Deloitte & Touche LLP, nunc pro tunc to August
1, 2002 as tax and audit service providers and reorganization
advisors.

The nature of the anticipated services that Deloitte may provide
are:

  Tax Services

     Tax services, including assistance regarding the
     preparation and review of the Debtors' federal and state
     income tax returns, the Debtors' property tax returns, and
     quarterly and monthly sales and use tax returns;

  Audit Services

     Audit and/or quarterly reviews of the consolidated
     financial statements of the Debtors and assistance in the
     preparation and review of the Debtors' Forms 10-K and 10-Q
     and other filings as may be required by the Securities and      
     Exchange Commission;

  Reorganization Advisory Services

  a. Accounting and other assistance in connection with reports
     requested by the Court, including monthly operating
     reports, schedules of assets and liabilities, statements of
     financial affairs, and such other reports that may be
     requested of the Debtors in these chapter 11 cases;

  b. Assistance in connection with tax aspects of the
     reorganization process, including preservation of the
     Debtors' NOL carryforwards, analyzing alternative tax
     elections, and other related matters; and

  c. Assist with such other matters as the Debtors, their
     attorneys, or financial advisors may from time to time
     request, including assisting with the refinement of the
     Debtors' cash management and cash flow forecasting process
     and monitoring of actual cash flow versus projections,
     reviewing pre-petition and post-petition payments,
     assisting with assessment of executory contracts, assisting
     management with fresh-start accounting (SOP 90-7), and
     assisting with evaluating and reconciling claims asserted
     including potential reclamation claims.

The Debtors will compensate Deloitte & Touche at its current
customary hourly rates:

     Partner/Director               $450 - $620 per hour
     Senior Manager                 $350 - $500 per hour
     Manager                        $275 - $460 per hour
     Senior Accountant/Consultant   $175 - $340 per hour
     Staff Accountant/Consultant    $125 - $195 per hour
     Paraprofessional               $ 75 per hour

Prior to the commencement of these cases, the Debtors paid
Deloitte a $50,000 retainer for certain tax advisory services.
That retainer will be applied toward Deloitte's professional
fees for services rendered and expenses incurred, upon
Deloitte's filing of an application for compensation and
reimbursement of expenses.

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.


VIASYSTEMS GROUP: Taps Innisfree as Notice and Information Agent
----------------------------------------------------------------
Viasystems Group, Inc., along with Viasystems, Inc., seeks
approval of the U.S. Bankruptcy Court for the Southern District
of New York to employ Innisfree M&A Incorporated as their
noticing and information agent.

The Debtors relate that prior to the Commencement Date, they
retained Innisfree as balloting agent, tabulator, and consultant
to perform certain plan-related solicitation services.

In these chapter 11 cases, notices will need to be forwarded to
holders of the Securities at different stages. In order to
ensure that these notices are timely received by the appropriate
parties, the Debtors will require a noticing agent to request
necessary information, coordinate mailings as efficiently and
accurately as possible, assure their completion and certify the
same with the Court.

The successful dissemination of notices to the beneficial owners
of the Securities is complex, and will require coordination with
the Nominees, primarily to ensure that these entities properly
forward notices and other materials to their customers.  The
Debtors believe that Innisfree is well-suited to assist the
Debtors with this task.

Innisfree is expected to:

  a) Work with the Debtors to request appropriate information
     from indenture trustees, transfer agent(s), and The
     Depository Trust Company;

  b) Mail various documents to creditors and holders of record
     of the Securities, including the notice of confirmation
     hearing and Rights Documents;

  c) Coordinate the distribution of documents to "street name"
     holders of the Securities by forwarding documents to the
     Nominee record holders of the Securities, who in turn will
     forward them to beneficial owners; and

  d) Provide soliciting, noticing, and advisory services, as
     needed, to the Debtors.

Innisfree's solicitation and noticing advisory services will
include participation in conference calls, strategy meetings or
the development of strategy relative to the project; visits to
cities outside of New York for client meetings or legal or other
matters; efforts related to the preparation of affidavits,
certifications, fee applications, invoices, and reports.

Innisfree will bill for services at its standard hourly rates:

          Managing Director               $350 per hour
          Practice Directors
             (e.g. Jane Sullivan)         $275 per hour
          Account Executives              $225 per hour
          Staff Assistants                $150 per hour

By separate application, the Debtors are also seeking approval
to retain Bankruptcy Services LLC as their claims agent in these
chapter 11 cases.  The Services to be rendered by Innisfree will
not duplicate or overlap the services being provided by BSI, the
Debtors assure the Court.  Innisfree will assist the Debtors in
connection with the mailing of notices to the Debtors'
bondholders and other publicly held securities and the issues
attendant thereto, while BSI will assist the Debtors with
noticing for the general unsecured creditor body.  The Debtors
believe that this division of labor enables both entities to
focus on their relative core competencies in their respective
areas of expertise.  Inasmuch as BSI and Innisfree are
performing discrete and distinct tasks, the danger of
duplication of services and attendant duplicative costs is
eliminated.

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.


WESTPOINT STEVENS: State Street Discloses 10.6% Equity Stake
------------------------------------------------------------
State Street Bank and Trust Company, acting in various fiduciary
capacities, holds 5,262,279 shares of the common stock of
Westpoint Stevens, Inc., and disclaims any beneficially
ownership of such shares.  In its fiduciary capacity the Bank
and Trust Co. has the sole power to vote or direct the voting of     
417,632 shares; shared power to vote or direct the voting of
4,812,870 shares; sole power to dispose of, or to direct the
disposition of 449,409 shares; and the shared power to dispose
of, or direct the disposition of 4,812,870 shares.  The
aggregate amount of shares held, i.e. 5,262,279, represents
10.6% of the outstanding common stock shares of Westpoint
Stevens, Inc.

                         *    *    *

As previously reported, Standard & Poor's placed its ratings on
WestPoint Stevens Inc., including the single-'B' long-term
corporate credit and triple-'C'-plus subordinated debt ratings,
on CreditWatch with negative implications.

Total debt outstanding at June 30, 2002, was about $1.7 billion.

The CreditWatch placement follows the company's recent
announcement of additional restructuring initiatives and its
downward adjustment of revenues for 2002 due to weaker than
expected K-Mart Corp. sales. These actions have resulted in
amendments to the company's bank agreement. Furthermore,
expected lower asset utilization in the third and fourth
quarters will result in additional pressure on margins.


WNC HOUSING: Future Cash Flows Insufficient to Meet Obligations
---------------------------------------------------------------
WNC Housing Tax Credit Fund V, L.P., Series 3 is a California
Limited Partnership formed under the laws of the State of
California on March 28, 1995, and commenced operations on
October 24, 1995. The Partnership was formed to acquire limited
partnership interests in other limited partnerships or limited
liability companies which own multifamily apartment complexes
that are eligible for low-income  housing federal and, in some
cases, California income tax credits.

WNC & Associates, Inc., is the general partner of the
Partnership. The chairman and president own substantially all of
the outstanding stock of Associates.  The business of the
Partnership is conducted primarily through the General Partner
as the Partnership has no employees of its own

The Partnership shall continue in full force and effect until
December 31, 2050 unless terminated  prior to that date pursuant
to the partnership agreement or law.

The partnership agreement authorized the sale of up to 25,000
units at $1,000 per Unit.  The offering of Units concluded in
January 1996, at which time 18,000 Units representing
subscriptions in the amount of $17,558,985, net of $441,015 of
discounts for volume purchases, had been accepted.  The General
Partner has 1% interest in operating profits and losses, taxable
income and losses, cash available for  distribution from the
Partnership and tax credits. The limited partners will be
allocated the  remaining 99% of these items in proportion to
their respective investments.

After the limited partners have received proceeds from a sale or
refinancing equal to their capital  contributions and their
return on investment (as defined in the Partnership Agreement)
and the General  Partner has received proceeds equal to its
capital contribution and a subordinated disposition fee the  
remainder, any additional sale or refinancing proceeds will be
distributed 90% to the limited partners (in proportion to their
respective investments) and 10% to the General Partner.

The Partnership has three investments accounted for under the
equity method, consisting of 99% limited  partnership interests
in each of Alliance Apartments I, Limited Partnership, Evergreen
Apartments I, Limited Partnership and Hastings Apartments I,
Limited Partnership.

During the year ended March 31, 2000,  Alliance, Evergreen and
Hastings were experiencing operational  difficulties and
negative cash flows from operations, and ceased paying their
lenders.  Foreclosure procedures were commenced by these two
Local Limited Partnerships' lenders.  Management performed an
evaluation of the Partnership's remaining investment balances in
Alliance, Evergreen and Hastings,  including the cash advances
and other anticipated costs and determined that an impairment
adjustment was necessary.  An impairment loss of $995,804 was
recognized at March 31, 2000.  This impairment loss included
$644,589 in remaining book value of the Partnership's
investments in Alliance, Evergreen and Hastings, $205,080 and
$74,631 of cash advances, a $50,000 accrual for anticipated
legal costs, and $21,504 of estimated accounting and other
related costs.

As a result of the foregoing, the Partnership, Alliance,
Hastings, and a WNC subsidiary executed a work-out agreement
with their lender, which was effective December 14, 2001. The
balance of the  indebtedness due and owing to the lender by
Alliance was satisfied by the execution of two promissory notes.  
The first note totals $116,000, bears interest at 7% per annum,
and requires principal and  interest payments totaling $800 per
month through February 2011, at which date the unpaid principal  
balance is due. The second note totals $328,000, bears interest
at 1% per annum, and has payments due monthly out of available
cash flow, as defined, with the unpaid principal balance due
February 2011. The balance of the  indebtedness due and owing to
the lender by Hastings was also satisfied by the execution of
two promissory notes. The first note totals $165,000, bears
interest at 7% per annum, and requires principal and interest
payments totaling $1,100 per month through September 2011, at
which  date the unpaid principal is due.  The second note totals
$261,000, bears interest at 1% per annum,  and has payments due
monthly out of available cash flow, as defined, with the unpaid
principal balance due September 2011. The Partnership and a WNC
subsidiary have executed a guarantee for the payment of both
notes of Alliance and Hastings.  In addition, several other
commitments were made. Alliance and Hastings executed a grant
deed to the lender in the event that either entity defaults
under the terms and provisions of the notes.  The deeds are held
in escrow, and if Alliance or Hastings defaults on either note,
the lender may, at its option, record the respective deed.  In
addition, the Partnership has assigned the lender as additional
collateral its residual value interests, as defined, in all of
the Local Limited Partnerships. The Partnership and the Local
Limited Partnerships are prohibited from selling, assigning,
transferring or further encumbering the Housing Complexes
retained by each Local Limited Partnership.

As a result of the operating difficulties mentioned above, there
is uncertainty as to additional  costs, if any, that the
Partnership may incur in connection with its  nvestment in
Alliance and Hastings and as to whether the Partnership will
ultimately retain its interest in these Local Limited
Partnerships.  In the event the Partnership does not
successfully retain its interest in Alliance and Hastings, the
Partnership would be exposed to the cessation and recapture of
the related tax credits.  

On July 19, 2001, Evergreen's Housing Complex was sold for a
gross sales price of $1,300,000, which after payment of its
outstanding loans and closing costs, yielded net proceeds to the
Partnership of approximately $170,000 in the form of a return of
advances. As the investment in Evergreen together with cash
advances had been previously impaired, the entire proceeds were
reflected as a gain on sale of investments in Limited
Partnerships of $169,691, for the period ended March 31, 2002.  
Due to the sale of the property, approximately $428,000
(unaudited) of tax credits are no longer available  to the
Partnership's investors ($23.80 per Limited Partner Unit).  In
addition, there can be no assurance that tax credits and loss
deductions previously taken will not be subject to recapture in
the future.

The Partnership's assets at June 30, 2002 consisted primarily of
$26,000 in cash, a receivable of $50,000 and aggregate
investments in the seventeen Local Limited Partnerships of
$8,688,000.  Liabilities at June 30, 2002 primarily consisted of
$8,000 of accrued expenses and $107,000 of  accrued fees and
reimbursements due to the General Partner and affiliates.

                        Results of Operations

The Partnership's net loss for the three months ended June 30,
2002 was $305,000, reflecting an increase of $125,000 from the
net loss experienced for the three months ended June 30, 2001 of
$180,000.  The increase in net loss is due to an increase of
$130,000 in equity in losses of limited partnerships, which
increased to $269,000 for the three month period ended June 30,
2002 from $139,000 for the three month period ended June 30,
2001. The increase in equity in losses of limited  partnerships
is offset by a decrease in operating loss of $5,000 to $36,000,
for the three months  ended June 30, 2002 from $41,000 for the
three months ended June 30, 2001.

Net decrease in cash during the three months ended June 30, 2002
was $52,000 compared to a net  decrease in cash for the three
months ended June 30, 2001 of $15,000.  The $37,000 increase was
due to a decrease in distributions from limited partnerships of
$6,000 from $10,000 for the three month period ended June 30,
2001 compared to $4,000 for the three month period ended June
30, 2002 and an increase in net cash used by operating
activities of $31,000 to $(56,000) for the three month  period
ended June 30, 2002 from $(25,000) for the three month period
ended June 30, 2001.

During the three months ended June 30, 2002, accrued payables,
which consist of related party management fees and
reimbursements due to the General Partner and accrued expenses,
increased by $19,000. The General Partner does not anticipate
that the accrued fees and reimbursements will be paid until such
time as capital reserves are in excess of foreseeable working
capital requirements of the partnership.

The Partnership does not expect its future cash flows, together
with its available net assets at June 30, 2002 to be sufficient
to meet all currently foreseeable future cash requirements.
Accordingly the General Partner has agreed to provide advances
sufficient to fund the operations and working capital
requirements of the Partnership through August 16, 2003.

One Local Limited Partnership, Patten Towers L.P. II, in which
the Partnership owns a 99% interest, has a promissory note
payable aggregating approximately $6,453,000 which was funded
with proceeds from the issuance of Multifamily Housing Revenue
Bonds as of December 31, 2001. Patten Towers failed to make
timely principal payments of approximately $233,000 for the year
ended December 31, 2001 in accordance with the note payable.  
Consequently, the Local Limited Partnership is in default of its
bond covenants and the property could be foreclosed on by the
Bond Trustee to satisfy its obligations under the bonds. These
conditions raise substantial doubt as to the Local Limited
Partnership's ability to continue as a going concern.

The Partnership has a 99% limited partnership investment in
Heritage Apartments, L.P. Heritage is a defendant in several
wrongful death lawsuits and related injury lawsuits.  Heritage
carries general  liability and extended liability insurance.
Discovery for these lawsuits is ongoing, but the management of
Heritage and WNC are unable to determine the outcome of these
lawsuits at this time or their impact, if any, on the
Partnership's financial statements. Should Heritage be
unsuccessful in its defense and the insurer denies coverage or
the insurance coverage proves to be inadequate, the  Partnership
may be required to sell its investment or may otherwise lose its
investment in Heritage.  Loss of the Heritage investment could
result in the cessation and recapture of tax credits and certain
prior tax deductions.


WORLDCOM: Integral Obtains Stay Relief to Pursue Oklahoma Action
----------------------------------------------------------------
Judge Gonzalez modifies the automatic stay to permit Integral to
continue prosecution of its counterclaims against MCI WorldCom
in the action styled, "MCI WorldCom Network Services, Inc. v.
Integral Communications, Inc., Case No. 02CV 333C (C) (N.D.
Okla.)" solely for the purpose of liquidating the amount of the
Counterclaims.

                          *    *    *

To recall, Integral Communications Inc., is in the business of
buying telecommunications capacity from companies, including
Worldcom Inc., and its debtor-affiliates, on a wholesale basis
and reselling capacity to third parties.  For almost two years,
the Debtors provided telecommunications services and blocks of
communications capacity called Carrier Termination/Origination
services to Integral on a wholesale basis.  During that time
period, Integral received a number of invoices charging retail
instead of wholesale rates as well as charging for services not
provided to Integral.  Integral disputed those invoices, some of
which were resolved.  Those that were resolved were resolved in
Integral's favor.

In late 2000, the Debtors asked Integral to change account
numbers to remedy the billing problems. However, the Debtors
failed to close the old account and on multiple occasions,
invoiced Integral on both accounts for the same services, some
of which were never provided to Integral and which charged at
retail rates.  Integral disputed numerous invoices, but the
Debtors never resolved those outstanding disputes.

In February 2002, the Debtors demanded payment from Integral,
and threatened to disconnect services. Integral responded that
disconnection would be improper and unwarranted.  Nevertheless,
the Debtors disconnected services to Integral on February 22,
2002 and failed to provide reasonable notice of the
disconnection.  As a result of the Debtors' improper and
unwarranted disconnection, Integral suffered substantial losses
and expenses, including:

   -- refunds and credits Integral had to issue to its
      customers,

   -- expedited installation and overtime charges from
      alternative carriers,

   -- overtime for Integral personnel,

   -- loss of revenues due to customer cancellations, and

   -- other losses and expenses.

On March 22, 2002, the Debtors filed a complaint before the
State of Oklahoma alleging breach of contract concerning the
disputed charges and seeking damages exceeding $800,000.  On
April 26, 2002, Integral removed the case to the United States
District Court for the Northern District of Oklahoma.  On July
17, 2002, Integral filed its counterclaims against the Debtors:

   -- alleging Federal Communications Act of 1934 violations,
      negligence, state law deceptive trade practice act
      violations; and

   -- seeking restitution for unjust enrichment and declaratory
      judgment concerning the Oklahoma Consumer Protection Act.

Integral asked for contractual damages over $1,400,000,
restitution of overpayments exceeding $285,000, and tort and
other damages and interest.

Allowing the Oklahoma Action to proceed:

-- would result in a complete resolution of all of the issues
   involving the Debtors' claims and Integral's counterclaims;

-- would not interfere with the bankruptcy case;

-- would not prejudice the interest of other creditors; and

-- would be the most expeditious resolution and the one that
   comports most with judicial economy. (Worldcom Bankruptcy
   News, Issue No. 9; Bankruptcy Creditors' Service, Inc.,
   609/392-0900)   


WORLDCOM INC: New York Court Approves $1.1 Billion DIP Financing
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has approved up to $1.1 billion in debtor-in-possession (DIP)
financing for WorldCom, Inc., (WCOEQ, MCWEQ) while it
reorganizes under Chapter 11.

The following statement can be attributed to John S. Dubel,
WorldCom Chief Financial Officer:

"[Tues]day's decision by the Court to approve our request for
$1.1 billion in DIP financing is another positive step in our
plan to emerge from Chapter 11. It reflects that WorldCom is
performing well in the market and that our cash position is
better than expected."

WorldCom, Inc., (Nasdaq: WCOEQ, MCWEQ) is a pre-eminent global
communications provider for the digital generation, operating in
more than 65 countries. With one of the most expansive, wholly-
owned IP networks in the world, WorldCom provides innovative
data and Internet services for businesses to communicate in
today's market. In April 2002, WorldCom launched The
Neighborhood built by MCI -- the industry's first truly any-
distance, all- inclusive local and long-distance offering to
U.S. consumers for one fixed monthly price.  For more
information, go to http://www.worldcom.com


WYNDHAM INT'L: Equity Trading Moved to American Stock Exchange
--------------------------------------------------------------
Wyndham International, Inc. (NYSE:WYN), announced that effective
at the opening of trading on Tuesday, Oct. 15, its common stock
commenced trading on The American Stock Exchange (AMEX). The
stock was traded on the NYSE through the close of the market on
Monday, Oct. 14 in accordance with the NYSE's Oct. 11, 2002
announcement.

Wyndham International announced on Sept. 27, 2002 it received
notification from the New York Stock Exchange (NYSE) that its
share trading price has fallen below the continued listing
criteria for an average closing price of a security of less than
$1.00 over a consecutive 30 trading day period. The NYSE Listing
and Compliance Committee had agreed to continue the listing of
the Company's common stock through Nov. 15, 2002, subject to
certain conditions.

"We have studied several alternatives to ensure our common stock
continues to be publicly traded and the American Stock Exchange
clearly provides us with the best solution," said Fred J.
Kleisner, chairman and chief executive officer of Wyndham
International. "The American Stock Exchange will provide Wyndham
shareholders with a quality trading environment on a major
national exchange with state of the art technology, so that
trades are executed swiftly, reliably, and transparently. We are
looking forward to a productive partnership with the American
Stock Exchange."

Wyndham International, Inc., offers upscale and luxury hotel and
resort accommodations through proprietary lodging brands and a
management services division. Based in Dallas, Wyndham owns,
leases, manages and franchises hotels and resorts in the United
States, Canada, Mexico, the Caribbean and Europe. For more
information, visit http://www.wyndham.com For reservations,  
call 800-Wyndham.


XO: Pulls Plug on Investment Pact with Forstmann Little & TelMex
----------------------------------------------------------------
XO Communications, Inc., (OTCBB:XOXOQ) has agreed with Telefonos
de Mexico, S.A. de C.V. and certain investment partnerships
affiliated with Forstmann Little & Co., to mutually terminate
the previously announced Forstmann Little/TELMEX Investment
Agreement and to settle any potential claims relating to the
Investment Agreement or its termination.

Under the terms of the settlement, which is subject to
bankruptcy court approval, the Investment Agreement will be
deemed terminated, Forstmann Little and TELMEX will each pay XO
$12.5 million, for a total of $25 million, and all parties will
release any claims they may have relating to the Investment
Agreement.

The settlement has the support of all parties to the Investment
Agreement, the entities controlled by Carl C. Icahn which hold
over 85% of XO's senior secured debt and over $1.33 billion face
amount of XO's senior notes, the indenture trustee for XO's
subordinated notes, and the plaintiffs in certain shareholder
actions. XO has scheduled a hearing for bankruptcy court
approval of the settlement for mid-November.

XO also announced that, in light of these developments, it will
take steps to implement the stand-alone plan contained in its
plan of reorganization filed with the bankruptcy court. As
previously announced, XO included the stand-alone plan as part
of its plan of reorganization in order to allow XO to move
quickly to complete its financial restructuring if the
transactions contemplated by the Forstmann Little/TELMEX
Investment Agreement did not close for any reason. XO will now
withdraw the Forstmann Little/TELMEX plan, which the bankruptcy
court confirmed last August, and seek confirmation by the
bankruptcy court of the stand-alone plan. XO has scheduled a
hearing date for confirmation of the stand-alone plan for mid-
November.

XO will commence the process of seeking the regulatory approvals
required to complete the stand-alone plan. The Company believes
that the receipt of these regulatory approvals and the
confirmation of the stand-alone plan by the Bankruptcy Court are
two of the most significant steps that XO must accomplish before
the restructuring can be completed and the Company can emerge
from bankruptcy.

XO's operating subsidiaries continue to provide service to more
than 100,000 business customers and to add new customers,
evidencing the ongoing value in XO's wide range of industry-
leading product offerings and markets served. XO also continues
to improve operations and operational costs. XO had cash and
cash equivalents of more than $500 million as of September 30,
2002.

XO Communications is a leading broadband communications service
provider offering a complete set of communications services,
including: local and long distance voice, Internet access,
Virtual Private Networking, Ethernet, Wavelength, Web Hosting
and Integrated voice and data services.

XO has assembled an unrivaled set of facilities-based broadband
networks and Tier One Internet peering relationships in the
United States. XO currently offers facilities-based broadband
communications services in 65 markets throughout the United
States.


YORK RESEARCH: SDNY Court to Consider Plan on October 30, 2002
--------------------------------------------------------------
On September 27, 2002, the U.S. Bankruptcy Court for the
Southern District of New York approved the Proposed Disclosure
Statement prepared by York Research Corporation, and its debtor-
affiliate.  The Bankruptcy Court finds that the Disclosure
Statement provides creditors with a sufficient explanation about
the Company's Plan of Reorganization and contains adequate
information, as described in 11 U.S.C. Sec. 1125, to allow
creditors to make informed voting decisions.  

A hearing to consider confirmation of the Plan will be held at
2:30 p.m. on October 30, 2002 before the Honorable Prudence
Carter Beatty in Manhattan.

Objections, if any, to the confirmation of the Plan must be
received no later than October 25, 2002 by:

      Debtor:
      York Research Corporation
      Attn: Robert Paladino, CEO
      590 Madison Avenue Suite 303
      Harrison, New York 10528

      Counsel to the Debtor:
      Alan Kolod, Esq.
      Moses & Singer LLP
      1301 Avenue of the Americas, 40th Floor
      New York, NY 10019

      Counsel to the Creditors' Committee:
      Attn: Fred Hodara, Esq.
            Robert J. Stark, Esq.
      Akin Gump, Strauss, Hauer & Feld LLP
      590 Madison Avenue, 20th Floor
      New York, NY 10022

      Counsel to the Informal Bondholder Committee:
      Attn: D. Ross Martin, Esq.
      Ropes & Gray
      One International Place
      Boston, Massachusetts 02110-2624

      Counsel to HSB Bank USA, as Bond Trustee:
      Attn: David Retter, Esq.
      Kelley Rye & Warren LLP
      101 Park Avenue
      New York, NY 10178-0002

      United States Trustee:
      Attn: Pamela Lustrin, Esq.
      Office of the United States Trustee
      33 Whitehall Street, 21st Floor
      New York, NY 10004

York develops, constructs and operates energy production
facilities, including (i) cogeneration projects that utilize
natural gas as a fuel to produce thermal and electric power and
(ii) renewable energy projects primarily converting wind and
solar energy into transmittable electric power. The company
filed for Chapter 11 protection on June 7, 2002. Alan Kolod,
Esq., Alan E. Gamza, Esq., and Mark N. Parry, Esq., at Moses &
Singer LLP represent the Debtors in its restructuring efforts.
          

* Jefferies & Company Hires Robert H. Lessin as Vice Chairman
-------------------------------------------------------------
Jefferies & Company, Inc., the principal operating subsidiary of
Jefferies Group, Inc. (NYSE: JEF), announced the hiring of
Robert H. Lessin as a Vice Chairman of the firm.

He will focus on leveraging his extensive relationships,
developed over twenty-five years on Wall Street, with Jefferies'
outstanding financial advisory services and ability to execute
transactions in all areas of the capital markets. He will be
based in the firm's New York headquarters.

The addition of Mr. Lessin is another significant step in the
ongoing growth of Jefferies' Investment Banking Department and a
demonstration of the firm's strength in the current environment.
On its way to becoming a leading investment banking firm on Wall
Street, Jefferies has recently hired several senior
professionals, including Raymond J. Minella as Director of
Capital Markets Origination, Gregg H. Feinstein as Director of
Mergers & Acquisitions, and David C. Reilly, who joined as head
of the firm's Services Group last month along with 20 additional
professionals formerly of Robertson Stephens.

Mr. Lessin began his career at Morgan Stanley where he became
the youngest-ever partner in 1987, Vice Chairman of the
Investment Banking Operating Committee in 1990, and Chairman of
the Investment Bank's Strategy Committee in 1993. More recently,
Mr. Lessin was Vice Chairman of Salomon Smith Barney. He was
also a member of the firm's Executive Committee and Head of the
Investment Bank, a position he held from 1993 to 1997. From 1998
to 2000, Mr. Lessin held the role of Chairman of Wit Capital
Group, Inc., now known as SoundView Technology Group, Inc. He
will continue to be a consultant to and Chairman of SoundView
Ventures and the Dawntreader Funds.  Mr. Lessin received a
Masters in Business Administration from Harvard Business School
and graduated magna cum laude from Harvard College.

"The high quality of Bob Lessin's relationships are the result
of his years of creative thinking and proactive strategies in
helping clients to realize value," commented Richard B. Handler,
Chairman and Chief Executive Officer of Jefferies. "Jefferies is
committed to enhancing the quality and expanding the breadth of
services we can offer our investment banking and trading
clients.

Commenting on Jefferies' continued expansion, Mr. Handler added,
"We are seeking to increase our market presence during this
difficult period for our industry, while, at the same time, we
are intensely focused on containing our costs and maximizing
productivity. We believe our strategy will yield a preeminent
position for Jefferies in the years to come."

"Bob Lessin is a legendary, world-class financier and will be
key to continued growth in Jefferies' capital markets
activities," said John C. Shaw, Jr., President of Jefferies.
"His leading role on Wall Street brings tremendous credibility
to our efforts."

"Jefferies possesses a superb skill set in all aspects of
investment banking and the capital markets--they are very good
at what matters," remarked Mr. Lessin. "I'm proud to leverage my
client relationships with the people of Jefferies because they
understand what is important. The firm continues to attract
talent in a world where relationships and trust are key," 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


* Meetings, Conferences and Seminars
------------------------------------
October 24-25, 2002
    NATIONAL BANKRUPTCY CONFERENCE
        Member's Meeting
            Sidley Austin Brown & Wood Offices, Washington D.C.
                Contact: http://www.law.uchicago.edu/NBC/NBC.htm

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

November 21-24, 2002
   COMMERCIAL LAW LEAGUE OF AMERICA
      82nd Annual New York Conference
         Sheraton Hotel, New York City, New York
            Contact: 312-781-2000 or clla@clla.org
                         or http://www.clla.org/

October 24-28, 2002
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Conference
         The Broadmoor, Colorado Springs, Colorado
            Contact: 312-822-9700 or info@turnaround.org

December 2-3, 2002
     RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
          Distressed Investing 2002
               The Plaza Hotel, New York City, New York
                    Contact: 1-800-726-2524 or fax 903-592-5168
                         or ram@ballistic.com  

December 5-7, 2002
     STETSON COLLEGE OF LAW
          Bankruptcy Law & Practice Seminar
               Sheraton Sand Key Resort
                    Contact: cle@law.stetson.edu

December 5-8, 2002
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         The Westin, La Paloma, Tucson, Arizona
            Contact: 1-703-739-0800 or http://www.abiworld.org

February 22-25, 2003
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Litigation Institute I
         Marriott Hotel, Park City, Utah
            Contact: 1-770-535-7722 or
                         http://www.nortoninstitutes.org

March 27-30, 2003
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Litigation Institute II
         Flamingo Hilton, Las Vegas, Nevada
            Contact: 1-770-535-7722
                         or http://www.nortoninstitutes.org

March 31 - April 01, 2003
   RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
     Healthcare Transactions: Successful Strategies for Mergers,
        Acquisitions, Divestitures and Restructurings
           The Fairmont Hotel Chicago
               Contact: 1-800-726-2524 or fax 903-592-5168 or
                        ram@ballistic.com

April 10-13, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Grand Hyatt, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

May 1-3, 2003 (Tentative)
   ALI-ABA
      Chapter 11 Business Organizations
         New Orleans
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

May 8-10, 2003 (Tentative)
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Seattle
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

June 19-20, 2003
     RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
          Corporate Reorganizations: Successful Strategies for
              Restructuring Troubled Companies
                 The Fairmont Hotel Chicago
                    Contact: 1-800-726-2524 or fax 903-592-5168
                             or ram@ballistic.com

June 26-29, 2003
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains, Advanced Bankruptcy Law
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 1-770-535-7722
                         or http://www.nortoninstitutes.org

July 10-12, 2003
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Eldorado Hotel, Santa Fe, New Mexico
               Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

December 3-7, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         La Quinta, La Quinta, California
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriott, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org

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

                          *********

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

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

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

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

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

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

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

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

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

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

                *** End of Transmission ***