TCR_Public/021021.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, October 21, 2002, Vol. 6, No. 208    

                          Headlines

ABLEAUCTIONS.COM: Sheds $4 Million of Debt via Equity Conversion
ADELPHIA BUSINESS: Completes 90% of Penn. Telecom Network Pact
ADVANCED TISSUE: Court Schedules Asset Sale Hearing for Nov. 15
ALGOMA STEEL: Will Publish Third Quarter Results by Month-End
AMERCO: Lenders Willing to Enter into Restructuring Discussions

AMERCO: Moody's Junks Senior Unsecured Debt Rating at Caa2
AMERICAN WASTE: Shareholders Urged to File Proofs of Claim
ANC RENTAL: Appoints Travis Tanner as Executive Vice President
ATCHISON CASTING: June 30 Working Capital Deficit Tops $53 Mill.
BELL CANADA: Issuing $500 Million MTN Debentures

BETA BRANDS: Defers Interest & Principal Payments on Senior Debt
BIG CITY: 11.15% Sr. Noteholders Give Notice to Accelerate Debt
BIRMINGHAM STEEL: Court Okays Balch & Bingham as Special Counsel
CARESIDE INC: Files for Chapter 11 Reorganization in California
CARESIDE INC: Case Summary & 26 Largest Unsecured Creditors

CELLPOINT INC: Lenders Will Convert $5M Debt to Preferred Shares
COSERV ELECTRIC: CFC Expects Electric Units to Emerge Next Month
CYGNUS INC: Fails to Satisfy Nasdaq Listing Requirements
DELIA*S CORP: Weiss Will Continue to Render Advisory Services
DESA HOLDINGS: Asks Court to Fix December 18 Claims Bar Date

D.I.Y. HOME: Continues to Liquidate Assets & Explore Options
EDB EGYPT: Fitch Places Low-B and C/D Ratings On Watch Negative
ENRON CORP: Murray O'Neil, et. al., Get Okay to Hire Dyer Ellis
EOTT ENERGY: Secures Approval to Maintain Cash Management System
EXIDE TECHNOLOGIES: Appoints Daniel Miller to Board of Directors

FAIRCHILD DORNIER: Wants Exclusive Period Stretched to Dec. 17
FEDERAL-MOGUL: Seeks OK to Hire FTI Consulting as Fin'l Advisors
GENTEK INC: Wins Nod to Use Up to $5 Million of Cash Collateral
GEOCOM RESOURCES: Milton Cox Joins Board of Directors
GIMBEL VISION: Completes Sale of Alberta and Winnipeg Centers

GLOBAL CROSSING: Court Approves Proposed Settlement with Alcatel
GOOD STUFF ENTERTAINMENT: Auctioning-Off Assets on Wednesday
HORIZON NATURAL: Brings-In Robert M. Miller for Financial Advice
HOST AMERICA: Must Seek Loan Pact Modification or Refinancing
HPL TECHNOLOGIES: Mark Harward, et. al., Sue PwC for Fraud

IMPERIAL CREDIT: Debtholders' Agent Will Hold Sale October 24
INTEGRATED HEALTH: Court OKs Settlement Agreement with Westhaven
ITC DELTACOM: US Trustee Appoints 5-Member Creditors' Committee
KAISER ALUMINUM: Gets Nod to Enter into Risk Management Deals  
KMART: Court Allows Payment of Compromised Reclamation Claims

LEGACY HOTELS: Q3 Working Capital Deficit Tops CDN$41 Million
LEGACY HOTELS: Commences $150 Million Equity Offering
LEVEL PROPANE: Jacobs Group Wins Court Nod to Run Operations
LSP-PIKE ENERGY: Shaw Group Files Involuntary Chapter 7 Petition
MARINER POST-ACUTE: Has Until Feb. 28, 2003 to Challenge Claims

METROCALL INC: Has Until Dec. 31 to Make Lease-Related Decisions
MKTG SERVICES: Continues Talks re Potential Strategic Investment
NETWORK ACCESS: Selling Network Assets & Customers to DSL.net
NEXELL THERAPEUTICS: Board of Direc. Adopts Plan of Liquidation
ORALABS INC: Fails to Maintain Nasdaq Continued Listing Criteria

OUTBOARD MARINE: Ill. Court Fixes Nov. 15, 2002 Claims Bar Date
OUTSOURCING SOLUTIONS: Moody's Junks Several Senior Debt Ratings
OWENS CORNING: Obtains Fourth Extension of Exclusive Periods
PALLET MANAGEMENT: Kaufman Rossin Issue Going Concern Opinion
PAPER WAREHOUSE: Gets Waivers of Defaults Under Credit Agreement

PERSONNEL GROUP: Cites No Reason for Unusual Trading Activity
PHOENIX INT'L: S. W. Hatfield Expresses Going Concern Doubt
POLAROID CORP: Committee Gets Okay to Hire Wind Down Associates
PROVELL: Gets OK to Stretch Lease Decision Period until Jan. 7
R&S TRUCK BODY: Creditors' Meeting Rescheduled for Thursday

REPRO MED SYSTEMS: Auditors Doubt Ability to Continue Operations
REPUBLIC WESTERN: Fitch Hatchets Financial Strength Rating to B-
SKYLINE MULTIMEDIA: Working Capital Deficit Widens to $10.5 Mil.
SPARTAN STORES: Q2 2003 Net Sales Slide-Down 5.3% to $797 Mill.
SPORTS ARENAS: Independent Auditors Raise Going Concern Doubt

STATIONS HOLDING: Wants Lease Decision Time Extended to Nov. 17
TEMBEC: Will Shut Down Kirkland Lake Sawmill Indefinitely
TTR TECH.: Delisting Action Stayed Pending Hearing Outcome
TXU EUROPE: Fitch Further Junks Rating Following Missed Payment
UAL CORP.: Q3 Loss Erodes Equity to 1.3BB & Debt Talks Continue

VOLT INFORMATION: Secures Waiver of Covenant Under Credit Pact
WEIRTON STEEL: No Specific Date Yet for Shareholders' Meeting
WICKES INC: Has Until April 9, 2003 to Meet Nasdaq Requirements
WILLIAMS COMMS: Court Approves Stipulation with John Bumgarner
WORKGROUP TECHNOLOGY: Second Quarter Revenue Narrows to $1.5MM

WORLDCOM: Asks Court to Approve Proposed Abandonment Procedures
W.R. GRACE: Seeks Court Approval of COLI Tax Dispute Settlement
XCEL ENERGY: NRG Unit's 30-Day Grace Period Passes in Silence
ZAMBA SOLUTIONS: September 30 Balance Sheet Upside-Down by $4.2M

* BOND PRICING: For the week of October 21 - October 25, 2002

                          *********

ABLEAUCTIONS.COM: Sheds $4 Million of Debt via Equity Conversion
----------------------------------------------------------------
In the first of several announcements related to
Ableauctions.com, Inc.'s (AMEX:AAC) strategic restructuring, the
Company has completed the conversion of $3 million of debt into
shares of common stock of the Company at $1.43 per share.

The Company issued 2,090,134 shares of common stock, in
connection with its conversion of the deferred consideration
notes issued as consideration in the tender offer to acquire
iCollector PLC. The transaction was previously described in the
July 2001 news release. The Company also announced that the
rights represented by the Earn Out Consideration Note are
terminated, null and void for failure of the Earn Out Conditions
set forth in Appendix B of the Earn Out Consideration Note.

The conversion of the debt will have a strong and positive
impact on the Company's balance sheet by eliminating the $3
million debt and the related $78,000 quarterly interest
payments. The Company is expected to take a one-time charge of
$234,696 related to the settlement of the debt and the
iCollector acquisition.

The sale of the Company's Arizona building for $1,700,000
announced July 2002 is also expected to impact the balance sheet
by eliminating $1,029,000 of debt. The Company is expected to
take a one-time charge related to the adjustment of the book
value of the Arizona building, the sale of the building and the
operations of $206,000.

A full comprehensive Corporate Update on the Company is
available at http://www.ableauctions.com  

Ableauctions.com is a high-tech business-to-business and
consumer auctioneer that conducts auctions live and
simultaneously broadcasts them over the Internet. The Company
liquidates a broad range of products including computers,
electronics, office equipment, furniture and industrial
equipment that are acquired through bankruptcies, insolvencies
and defaults. For a comprehensive Corporate Update and prior
releases, visit http://www.ableauctions.com For more  
information contact Investor Relations at 604-521-3375 or
investorrelations@ableauctions.com  

iCollector.com is the independent connection to the world's
auction houses. Founded in 1994, it was the first company
dedicated to trading antiques, fine art and premium collectibles
on the Internet. Today iCollector.com represents some of the
world's leading auction houses. Hundreds of thousands of
collectors use icollector.com to search its global client base
of auction houses and place bids, with the support of its
extensive catalog archive. Since January 2001, its alliance with
eBay Live Auctions has resulted in hundreds of Live Auctions
being broadcast in real-time, direct to the saleroom as the
auction happens, selling tens of thousands of lots to many
thousands of users online. With its unparalleled understanding
and expertise in this sector, iCollector can help you to
maximize your opportunities to find, buy or sell art, antiques
and collectibles online.

At June 30, 2002, Ableauction.com's balance sheets show a
working capital deficit of about $3.7 million, and a total
shareholders' equity deficit of about $2.1 million.


ADELPHIA BUSINESS: Completes 90% of Penn. Telecom Network Pact
--------------------------------------------------------------
Adelphia Business Solutions and its consortium of companies have
achieved another major milestone in their pioneering
telecommunications contract with the Commonwealth of
Pennsylvania with the completion of 90 percent of the project.  
Additionally, ABS crossed the significant milestone of 50,000
Lines On Switch.

Edward Gallagher, ABS vice president, said today that he expects
all of the transition work --- from a previous provider's
services to ABS' technologically advanced voice, video, Internet
and data services --- to be completed on schedule at the end of
December.  Upon completion of the project, ABS and its partners
will have built a network of 5,000 fiber-optic miles throughout
Pennsylvania.

"Announcing another milestone in this historic partnership is a
source of great pride for ABS," Gallagher said.  "This
achievement is a tribute to the hard work and dedication of
countless men and women at ABS and our PA-Team Partners, as well
as all the Commonwealth personnel engaged in the transition. We
believe that it's full steam ahead for a December arrival at our
destination --- completion."

"The Keystone Communications Project is delivering advanced
telecommunications services to state government at costs lower
than we had previously," said Charles Gerhards, the
Commonwealth's chief information officer.  "As a result, this
initiative is making it possible for us to introduce a wealth of
new online government services that would not have been possible
otherwise.  Citizens are gaining 24-hour access to the state
government services they need, and, judging from the e-mails we
receive, they appreciate the many improvements we've made."

ABS leads 13 other deep-rooted Pennsylvania companies in
providing advanced, reliable, and cost-effective high-bandwidth
voice, data, Internet and video networking to state government,
including state agencies and the State System of Higher
Education.  The plan promotes the private investment needed to
expand Pennsylvania's commercially available telecom
infrastructure. It led to the creation of the KeyNet Alliance
between industrial, educational, community and government
sectors, stimulating economic development.

The plan also extends the state-based telecommunications
infrastructure to communities across the state, with an emphasis
on under-served rural and urban areas.

"While other providers continue to hesitate making investments
in rural Pennsylvania, ABS and the PA team have delivered on our
commitment to bring advanced technology, and the associated
economic benefits, to all the corners of the state," said ABS
Chief Executive Officer Bob Guth.

The contract with the Commonwealth has been a cornerstone in the
rebuilding plan for ABS.  Beyond the transitions, the contract
calls for the consortium to provide services through 2006.

Founded in 1991, ABS provides integrated communications services
including local and long-distance voice services, high-speed
data and Internet services. For more information, visit the
company's Web site at http://www.adelphia-abs.com

Adelphia Business Solutions filed for Chapter 11 reorganization
on March 27, 2002, in the U.S. Bankruptcy Court for the Southern
District of New York.


ADVANCED TISSUE: Court Schedules Asset Sale Hearing for Nov. 15
---------------------------------------------------------------
Advanced Tissue Sciences, Inc., (NASDAQ: ATISQ) provided an
update on the status of its October 10 filing of a voluntary
petition for reorganization under Chapter 11 of the U.S.
Bankruptcy Code.

The company disclosed that the bankruptcy court has entered
orders on the company's initial motions in the bankruptcy
proceedings. On the "363 motion" to allow the sale to Smith &
Nephew of the company's interest in the Dermagraft joint
venture, the court granted the order approving the sales
procedures and set a hearing date for Nov. 15, 2002. If approved
by the court on that date, the parties, or other successful
over-bidder, would close the transaction as soon as practical
after that date.

As previously reported, if approved by the court, Smith & Nephew
would purchase the company's interest in their joint venture and
related assets for $12 million which includes $10 million in
cash and assumption of $2 million of indebtedness. As a result,
after the closing of the transaction, Advanced Tissue Sciences
will cease to fund the costs of the joint venture.

The court also issued an interim order related to the proposed
loan by Smith & Nephew of up to $5 million to Advanced Tissue
Sciences as Debtor-in-Possession financing to cover the
operations of the company and the company's share of the
Dermagraft joint venture pending the proposed sale. The court
approved interim funding of up to $3 million and set a hearing
date of Nov. 6, regarding the remaining amount. As a result, the
company today received the first $3 million of that financing
from Smith & Nephew. The funds were advanced pursuant to a Loan
and Security Agreement and will be offset against the purchase
price set forth by the sale agreement.

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

The court also approved administrative motions and motions
related to the ongoing operations of the company.

                         Listing Status

The company also announced that an application for quotation of
its shares on the Over the Counter Bulletin Board has been
submitted and is awaiting clearance. It is hoped that the
application process will allow for a smooth transition from the
NASDAQ. This follows a notification from the NASDAQ that the
stock will be delisted effective Oct. 21, 2002.


ALGOMA STEEL: Will Publish Third Quarter Results by Month-End
-------------------------------------------------------------
Algoma Steel, as part of an extensive work program designed to
delay the need for a blast furnace reline, shut down its
ironmaking operation on October 1, 2002. The maintenance
program, which involved "gunning" the blast furnace stack
utilizing a new and innovative technology, was successfully
completed as planned.  In addition, the Company took the
shutdown opportunity to complete essential maintenance and
repairs to downstream production facilities.

Due to the complex nature of the process, the start-up of blast
furnace operations following the work program has taken longer
than anticipated.  Production resumed late Wednesday and is
expected to reach normal levels within a few days.

Fourth quarter production costs are expected to increase due to
lower production levels and the maintenance expenditures on the
blast furnace and other facilities.  Shipments in the fourth
quarter are expected to be approximately 475,000 tons versus
third quarter shipments of 551,000 tons.  The decline is mainly
attributable to the blast furnace shutdown.

Third quarter results are scheduled to be released on October
30, 2002.

Algoma Steel Inc., based in Sault Ste. Marie, Ontario, is
Canada's third largest integrated steel producer.  Revenues are
derived primarily from the manufacture and sale of rolled steel
products, including hot and cold rolled sheet and plate.

Algoma Steel Inc.'s 12.375% bonds due 2005 (ALGC05CAR1) are
trading at 25 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ALGC05CAR1
for real-time bond pricing.


AMERCO: Lenders Willing to Enter into Restructuring Discussions
---------------------------------------------------------------
The following statement was issued by the AMERCO on Wednesday,
October 16, 2002:

"Earlier [last] week we announced that we hired Crossroads, LLC
to advise us on strategic financial alternatives and to begin
talks concerning the restructuring of our debt.  The Company's
lenders have expressed a willingness to work with us to give us
time to accomplish this restructuring.  Speculation about a
bankruptcy filing is unfounded.  No such action is necessary,
contemplated or planned.

"U-Haul is having one of the best years in its history.  One of
our insurance companies has just completed a significant turn-
around and has returned to profitability.  In short, the
Company's businesses are the strongest they have been in some
time."


AMERCO: Moody's Junks Senior Unsecured Debt Rating at Caa2
----------------------------------------------------------
Moody's Investors Service junked the Senior Unsecured Debt
Rating on AMERCO to Caa2 from a previous rating of Ba3.

At the same time, the Investors Service dropped the company's
proposed subordinated debt and Preferreds ratings to (P)C and C
respectively.

The downgrade is reflective of AMERCO's decision to defer the
principal payment due on a 1997 Bond Backed Asset Trust Note.

Although the company indicated that it still has enough cash on
hand to meet its existing debt requirements, the principal
payment would have severely restricted the liquidity of AMERCO.
Moody's speculates that the company is conserving in
anticipation of a debt restructuring.

AMERCO, based in Phoenix, Arizona, is a holding company with
interests in consumer truck rental, storage, real estate and
property & casualty and life insurance.


AMERICAN WASTE: Shareholders Urged to File Proofs of Claim
----------------------------------------------------------
            NOTICE OF SETTLEMENT FUND ESTABLISHED
                TO BENEFIT SHAREHOLDERS OF
            AMERICAN WASTE SERVICES COMMON STOCK
                            AND/OR
            WASTE MANAGEMENT, INC. COMMON STOCK

TO: ALL PERSONS WHO SOLD AMERICAN WASTE SERVICES COMMON
    STOCK ON FEBRUARY 5 AND/OR 6, 1998 AND/OR WASTE MANAGEMENT,
    INC. COMMON STOCK ON MARCH 9 AND/OR 10, 1998
    (INDIVIDUALLY A "SHAREHOLDER," COLLECTIVELY, THE
    "SHAREHOLDERS").

As part of a settlement of a proceeding brought against certain
individuals by the Securities and Exchange Commission, a
Settlement Fund has been established for the benefit of certain
Eligible Shareholders of the above-referenced stocks. If you are
a Shareholder of the stock as described in the caption above,
you may be eligible to receive a payment from the Fund, if for
the relevant trade dates, you sold your shares at or below the
closing market price on the public disclosure date. For American
Waste Services, that price is $1.87 for February 5, 1998 and
$2.00 for February 6, 1998. For Waste Management, Inc., that
price is $24.31 for March 9, 1998 and $25.19 for March 10, 1998.

In order to qualify for possible participation in the Settlement
Fund, you must file a completed Proof of Claim Form with the
Receiver. The Receiver must receive your Proof of Claim form and
other information relating to eligibility for participation in
this settlement, you may visit the Receiver's web site:

                 http://www.receivershipinfo.com
       where all information and the Proof of Claim form are
            available for viewing and/or downloading.

           You may write to request a Proof of Claim form by
         sending a stamped, self-addressed, #10 business-size
                        envelope to:   

                   Gerard G. Pecht, Receiver
             SEC/AWS-WMI Qualified Settlement Fund
                   Fulbright & Jaworski, LLP
                   1301 McKinney, Suite 5100
                   Houston, Texas 77010-3095
                http://www.receiver@fulbright.com   


ANC RENTAL: Appoints Travis Tanner as Executive Vice President
--------------------------------------------------------------
ANC Rental Corporation announced two new appointments to senior
management, naming Travis Tanner as Executive Vice President and
Doug Laux as Senior Vice President and Chief Financial Officer.

Tanner will be responsible for Worldwide Sales, Marketing,
Operations, Business Systems Development, Brand Integrity,
Information Technology, and Reservations and Revenue Management.
Since joining ANC in April 2002 as Senior Vice President of
Sales and Marketing, he has been responsible for several of the
company's key initiatives: The new partnership between Alamo
Rent A Car and the Walt Disney Corporation, the launching of
Alamo's new ad campaign, the securing of key corporate accounts,
and the execution of new branding strategies for Alamo and
National.

A native of Gulfport, Mississippi, Tanner launched his career at
Republic Airlines (now Northwest Airlines) in 1972. After 12
years he left that company for the first of two stints with
Carlson Travel Group. He rose to CEO of Carlson, which he merged
with Wagonlit Travel to form the first truly global travel
company. After six years at the helm, Tanner left Carlson
Wagonlit to form his own company, Grand Expeditions, Inc. Today
GEI is one of the premier upscale tour operators in North
America. Between stints at Carlson Travel, Tanner held three
positions simultaneously at Walt Disney Attractions: President
of Walt Disney Travel Company, Executive VP of Resorts and
Senior VP of Sales.

"As we anticipated when he joined us, in April 2002, Travis
brings years of experience, and a great understanding of the car
rental industry and of travel in general. He has driven several
major initiatives in his short time here and with his expanded
responsibilities as Executive Vice President, he'll accomplish
even more. We are very fortunate to have him on our team," said
Bill Plamondon, President and CEO of ANC.

Doug Laux replaces Wayne Moore as ANC's Chief Financial Officer
and Senior Vice President. He has been an independent consultant
for ANC since December 2001, focused primarily on the company's
foreign operations and on helping to develop the company's 2002
Business Plan.

Laux comes to ANC with considerable experience in managing the
finances of businesses operating in Chapter 11. Prior posts
include taking on the role of CFO at Worldwide Xceed Group,
Inc., Drinks.com, Inc., and CFO, COO and Director of Platinum
Entertainment, Inc. Doug Laux is a CPA and former partner of
Ernst & Young where he was associated for twenty years.

"Given his previous experience and his knowledge of our company,
Doug is the perfect one for this job," said Plamondon. "Now that
he's helped us through the tough times, he knows what we're
looking to achieve long-term."

ANC Rental Corporation, headquartered in Fort Lauderdale, is one
of the world's largest car rental companies with annual revenue
of approximately $3.2 billion. ANC, the parent company of Alamo
Rent-a-Car and National Car Rental, has more than 3,000
locations in 69 countries. Its more than 17,000 global
associates serve customers worldwide with an average daily fleet
of more than 275,000 automobiles.


ATCHISON CASTING: June 30 Working Capital Deficit Tops $53 Mill.
----------------------------------------------------------------
Atchison Casting Corporation (OTC Bulletin Board: AHNC)
announced results for the quarter and fiscal year ended June 30,
2002.

Fourth quarter net sales decreased 16.3% to $88.9 million from
$106.2 million in the comparable period last year.  The net loss
for the quarter was $18.6 million, compared to a net loss in the
fourth quarter of fiscal 2001 of $28.0 million.  During the
fourth quarter of fiscal 2002, Atchison recorded impairment and
restructuring charges of $9.2 million, consisting of a $5.2
million fixed asset impairment charge relating to the Company's
downsizing of La Grange Foundry and approximately $4.0 million
in charges relating to the liquidation of Fonderie d'Autun, the
Company's subsidiary in France.  Included in the prior year
fourth quarter results were asset impairment charges of $18.1
million relating to the Company's closure of Empire Steel and
sale of Jahn Foundry and Los Angeles Die Casting.  Excluding
these items, the net loss for the fourth quarter of fiscal 2002
was $9.4 million, compared to a net loss of $9.8 million for the
fourth quarter of fiscal 2001.

Fiscal 2002 net sales were $388.2 million compared to $428.2
million in fiscal 2001.  The net loss for fiscal 2002 was $28.1
million, compared to a net loss of $37.0 million for fiscal
2001.  A recent stimulus bill signed into law enabled the
Company to carry its operating losses back an additional three
years.  As a result of this change in law, the Company recorded
an income tax benefit of approximately $7.1 million in the third
quarter of fiscal 2002.  Excluding the items mentioned above and
the $7.1 million income tax benefit, the net loss for fiscal
2002 was approximately $26.0 million compared to a net loss of
$18.8 million for fiscal 2001.

At June 30, 2002, Atchison Casting's balance sheets show that
its total current liabilities exceeded its total current assets
by about $53 million.

As previously announced, on April 9, 2002 the Company's
subsidiary, Fonderie d'Autun, filed a voluntary petition for
reorganization with the local court in Chalons, France.  After
failing to sell Autun, the court appointed administrator
recommended to the court that Autun be liquidated.  On September
19, 2002, the court appointed a liquidator to begin the
liquidation of Autun.  During the fourth quarter of fiscal 2002,
the Company recorded a charge of $567,000 to write off its
remaining net investment in Autun and a charge of $3.5 million
relating to the Company's guarantee of Autun's obligations under
certain lease agreements.

"Fiscal 2002 was another difficult year for Atchison.  We've now
had three years of a weak industrial economy, which has also
been impacted by several outside factors, including the events
of September 11, 2001, corporate accounting issues at numerous
companies, declining capital markets and a general tightening of
credit by lenders," said Mr. Tom Armstrong, CEO.  "The U.S.
dollar and the British pound sterling have remained high during
the past several years.  Only recently have we seen some
softening against other major currencies.  This not only affects
the competitive position of our products, but also of our
domestic customers' products," continued Mr. Armstrong.

"We are taking a number of actions to improve our operating
results, including the steps identified in the recently
announced new business model, the downsizing of La Grange
Foundry and additional cost reduction efforts related to
improving control of our manufacturing process," continued Mr.
Armstrong.

On June 19, 2002, the Company announced a new business model,
consisting of these key components:

     1)  Narrow the customer focus to industrial manufacturers.

     2)  Narrow the product focus to complex and highly
         engineered castings.

     3)  Grow through value-added business, such as machining
         and assembly.

     4)  Increase utilization of casting design and simulation
         technology.

     5)  Provide a new customer service through ACC Global, a
         recently formed division devoted to foreign sourcing of
         castings for customers seeking lower cost global
         suppliers.

"Consistent with our new business model, and to reduce debt, the
Company is currently marketing for sale its Kramer
International, G&C Foundry and Canada Alloy subsidiaries,"
continued Mr. Armstrong.  "In addition, on September 16, 2002,
the Company announced the downsizing of La Grange Foundry to a
pattern repair, maintenance and storage facility," said Mr.
Armstrong.

"We continue to work on a restructuring of our debt, with the
help of some experienced financial advisors," said Mr.
Armstrong.  "To date, our lenders have continued to work with
us. Obviously, we must improve earnings," continued Mr.
Armstrong.

"We are now narrowing our focus to industrial markets and to
more complex, higher margin products.  Five operations have been
closed, one is being downsized, two have been sold and three are
currently being marketed," continued Mr. Armstrong.  "The result
will be a smaller company with a refined strategy and a clearer
focus," concluded Mr. Armstrong.

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


BELL CANADA: Issuing $500 Million MTN Debentures
------------------------------------------------
Bell Canada announced the offering of $500 million of MTN
Debentures pursuant to its medium term debenture program.
The Floating Rate Debentures, Series M-15, will be dated October
30, 2002, will mature April 30, 2004 and will be issued at par.
A pricing supplement relating to this issue will be filed by
Bell Canada with the various securities commissions in all
provinces of Canada.

TD Securities Inc., will be acting as the underwriter with
respect to the offering of the Series M-15 Debentures.

The closing of the offering is scheduled to occur on October 30,
2002 and is subject to certain conditions set forth in the
underwriting agreement.

Most of the net proceeds resulting from this offering will be
used to repay Series M-9 Floating Rate Debentures.

Bell Canada, Canada's national leader for communications in the
Internet world, provides connectivity to residential and
business customers through wired and wireless voice and data
communications, high speed and wireless Internet access, IP-
broadband services, local and long distance phone and directory
services. Bell Canada is owned by BCE Inc., of Montreal. For
more information please visit http://www.bell.ca

                              *   *   *

As previously reported in the September 18, 2002 issue of the
Troubled Company Reporter, BCE Inc., sold its Bell Canada
directories business for C$3 billion cash to Kohlberg Kravis
Roberts & Co., and the Teachers' Merchant Bank, the private
equity arm of the Ontario Teachers' Pension Plan. The
transaction values the business at approximately nine times
trailing EBITDA (earnings before interest expense, income taxes,
depreciation and amortization).

The proceeds from the sale of the directories business will be
used by BCE to pay for part of the acquisition price of SBC
Communications' minority interest in Bell Canada and by Bell
Canada for its ongoing financing needs.


BETA BRANDS: Defers Interest & Principal Payments on Senior Debt
----------------------------------------------------------------
Beta Brands Incorporated (TSX Venture Exchange: BBI), a leading
manufacturer and distributor of quality confectionery and bakery
products, announced that under an agreement with its senior
lenders, the Company has deferred its October 15th, 2002
interest and principal payment due in conjunction with its
senior debt facility, until January 15th, 2003. In addition to
this deferment of approximately $1.3 million in interest and
principal, the Company's senior lenders have also agreed to
waive a capital expenditure covenant of the loan agreement for
the period ended September 30, 2002.

Beta Brands had previously announced the installation and
commissioning of one new mogul line as well as new packaging
lines at its London, Ontario facility to increase capacity of
jube and jelly confectionery products by approximately 30%. As
previously indicated, the equipment was operational by September
30, 2002. The Company expects increased production from the new
lines, which has not yet reached anticipated levels, during the
fourth quarter of fiscal 2002. Installation and commissioning of
the new production lines exceeded budgeted costs and caused
production delays in the third quarter of fiscal 2002, which
have increased the Company's short-term cash requirements.

As at June 30, 2002, Beta Brands' non-current long-term debt was
$47.3 million. The Company's Tranche "A" and Tranche "B" long-
term debt matures in 2004 and 2005 respectively. The Company had
cash of $0.67 million as of June 30, 2002, and working capital
of approximately $1.2 million. Subsequent to the end of its
second quarter, Beta Brands obtained a short-term bridge loan
facility up to a maximum of US$3.5 million to help fund its
working capital requirements during the peak sales period in the
second half of the year.

As previously disclosed, the Company is dependent on the
continued renewal support of its lenders of long-term debt. In
September of 2002, Beta Brands announced that it had formed a
special committee of the Board of Directors to address the
Company's financing requirements. The special committee
negotiated the arrangements described above and is currently
working to formulate a short and long-term financing strategy.

Beta Brands is a leading manufacturer and distributor of quality
confectionery and bakery products for the Canadian, U.S. and
certain international markets. The Company markets products
under a variety of strong brand names including Breath
Savers(R), Beech-Nut(R), McCormicks(R), Goody(R), Champagne(R)
and Bite-Life(R). Beta Brands trades on the TSX Venture Exchange
under the symbol BBI and has approximately 41.3 million common
shares outstanding.


BIG CITY: 11.15% Sr. Noteholders Give Notice to Accelerate Debt
---------------------------------------------------------------
Big City Radio, Inc., (Amex:YFM) announced that certain holders
of its 11-1/4% of Senior Discount Notes due 2005 have delivered
to the Company a notice declaring the principal and interest on
all of the Notes to be immediately due and payable.

The Company is considering various alternatives including the
sale of assets and the restructuring of the Notes, although
there are no assurances that any such sales or restructuring
will be consummated. In the absence of such sales or
restructuring, the Company may need to file for protection under
the United States bankruptcy laws.

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


BIRMINGHAM STEEL: Court Okays Balch & Bingham as Special Counsel
----------------------------------------------------------------
Birmingham Steel Corporation and its debtor-affiliates secured
approval from the U.S. Bankruptcy Court for the District of
Delaware to tap the services of Balch & Bingham LLP as special
corporate and litigation counsel.

Balch & Bingham has represented the Debtors since 1999 in
negotiating and drafting documents relating to the Debtors debt
structure as well as in litigation and corporate matters.  The
Debtors have been restructured numerous times and the Firm's
comprehensive knowledge of the Debtors' structure is critical to
the effective administration of the company's chapter 11 cases.
Balch & Bingham has acquired that familiarity and Birmingham
doesn't want to lose it.  

Balch & Bingham will:

  a) represent the Debtors in connection with the Debtors' debt
     structure, financing arrangements and documents and related
     matters;

  b) give the Debtors legal advice and counsel with respect to
     their corporate affairs including matters related to these
     bankruptcy cases;

  c) prepare on behalf of the Debtors necessary contracts,
     reports and other legal documents relating to the Debtors'
     debt structure, general corporate affairs and these
     bankruptcy cases;

  d) represent the Debtors in negotiations, discussions, and
     other proceedings related to the Debtors' debt structure,
     general corporate affairs and these bankruptcy cases;

  e) continue to represent the Debtors in on-going litigation
     and corporate matters for which the Debtors have previously
     retained the Firm; and

  f) perform any and all legal services on behalf of the Debtors
     related to Debtors' general corporate and litigation
     affairs and these bankruptcy cases.

Balch & Bingham professionals who are principally assigned in
these cases and their applicable hourly rates are:

          Timothy J. Tracy     Partner     $310 per hour
          Felton Smith         Partner     $235 per hour

Birmingham Steel Corporation manufactures and distributes 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.


CARESIDE INC: Files for Chapter 11 Reorganization in California
---------------------------------------------------------------
Careside, Inc. (AMEX:CSA), a provider of point-of-care blood
analysis instrumentation, has filed voluntary petition under
Chapter 11 of the US Bankruptcy Code in the United States
Bankruptcy Court for the Central District of California. Chapter
11 provides a debtor an opportunity to continue its business
operations and to serve its customers while it reorganizes.
Careside intends to emerge from the Chapter 11 process in a much
stronger and financially sound position.

Careside is currently in the process of negotiating with a
lender to obtain as much as $2.0 million in post petition
financing to ensure that Careside will be able to meet its
current customers' needs and increase its customer base.
Careside expects to file a motion with the bankruptcy court to
obtain approval of that financing within the next few days. The
funds will be used to supplement the company's cash flow during
the Chapter 11 proceedings. The release of these funds is
subject to approval by the Bankruptcy Court. The funds will
enable the company to manufacture additional product and pay for
the daily operations of its business while the company
restructures its finances, reduces its debt burden and
strengthens its balance sheet.

"Chapter 11 was not an easy decision for the company to take,"
said W. Vickery Stoughton, chief executive officer of Careside.
"After much consideration the company determined that this
decision was in the best opportunity to preserve the going
concern value of Careside. Chapter 11 allows time for the
company to reorganize and regain financial strength while
supporting our existing customers and responding to new customer
opportunities. Careside will emerge from Chapter 11 as soon as
possible and be in a much stronger position to achieve its full
potential."

Careside, Inc., markets a proprietary blood testing system
called Careside Analyzer. The Careside Analyzer provides a cost-
effective and efficient means of measuring blood chemistry,
electrochemistry, and coagulation function near the patient by
producing accurate test results within 15 minutes. Careside,
Inc. is one of the world's leading developers of advanced point-
of-care blood testing technology.


CARESIDE INC: Case Summary & 26 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Careside, Inc
        6100 Bristol Parkway
        Culver City, CA 90230  

Bankruptcy Case No.: 02-38985

Type of Business: Careside is a provider of point-of-care blood
                  testing instrumentation.

Chapter 11 Petition Date: October 11, 2002

Court: Central District of California, Los Angeles Division

Judge: Sheri Bluebond

Debtor's Counsel: Stephen F. Biegenzahn, Esq.
                  Biegenzhan Weinberg
                  21031 Ventura Blvd., Suite 601               
                  Woodland Hills, CA 91364-2203
                  (818) 594-8822
              
Total Assets: $6,201,626

Total Debts: $8,453,616

Debtor's 26 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
O'Krinsky, Kimber Lee                                   $1,797

Crais, David                                            $2,118

Schmidt, Bruce                                          $1,500

Venturetec, Inc.                                    $1,044,744
Attn: Peter Freidli Freigustrasses
8002 Zurich
Switzerland

Hursey, Richard                                         $4,571

Stoughton, Vickery W.                                   $5,000

S.R. One                   Equity Financing         $2,702,027
John Braca
4 Tower Bridge
200 Bar Harbor Drive,
Suite 250
West Conshohocken, PA
19428

Baloise Asset Management   Equity Financing         $1,026,301   
Robin Ward
Loutengosteustasse 6
Ch-4052, Bapel, Switzerland
011-44-481-745001

Spencer Trask Investment   Equity Financing           $517,534
Partners, LLC
Attn: Kevin Kimberlin
536 Madison Avenue
New York, NY 10022
300-622-7078x558

Pepper, Hamilton LLP        Legal Fees                $359,662
Julie Correll
3000 Two Logan Square
18th and A
Philadelphia, PA
19103-2799
215-981-4325

Lineberger & Co.           Equity Financing           $313,068
c/o Irrevocable Trust
James E. Uneberger
1120 Boston Post Road
Darien, CT 06820

UMM Electronics, Inc.      Trade Debt                 $307,572
Bill Maxwell
PO Box 85080
Richmond, VA 23385-4038
317-576-5036

Advanced Medical           Trade Debt                 $164,292   
Information T

Eugene V. Kelly            Equity Financing           $104,520

Lineberger & Co.           Equity Financing           $104,493

United Parcel Service      Trade Debt                  $99,025

Rieger, Dennis                                         $95,395

Arthur Andersen LLP        Accounting Services         $77,500

Fox Hills Business Park LP Unpaid rent                 $73,598

American Express           Credit Card Charges         $64,594

Z1 Solutions               Trade Debt                  $45,000

American Express Exchange  Credit Card Debt            $37,500
LLC

Dowling & Dennis, Inc.                                 $36,865

Batalle                                                $36,745

R.R. Donnelley             Advertising                 $30,675    
Receivables, Inc.

Sparks Exhibit &           Trade Debt                  $30,665
Environments
  

CELLPOINT INC: Lenders Will Convert $5M Debt to Preferred Shares
----------------------------------------------------------------
CellPoint Inc. (OTC BB: CLPT), a global provider of mobile
location software technology and platforms, announced fiscal
year-end results for the period ended June 30, 2002.

               Results from Continuing Operations

Revenue for the period ended June 30, 2002, "'continuing
operations," declined to $1.1 million in the fiscal year
compared to $4.1million in the previous fiscal year. EBITDA
(earnings before investment expenses, taxes, depreciation and
amortization) from continuing operations was $6.0 million loss
for the fiscal year, compared to a loss of $9.89 million in the
previous fiscal year. The gross profit margin was 83.7% a slight
decrease from the 85.7% in fiscal 2001. CellPoint expects the
margins to remain high in the coming years since its focus is on
selling software licenses for location platforms. The net loss
per share for fiscal year 2002 was $.87 compared to $7.56 in
fiscal 2001.

The previously announced liquidation of some of the Company's
subsidiaries related to the former telematics business require
CellPoint to disclose those results as 'discontinued operations'
in accordance with U.S. Generally Accepted Accounting
Principles.

"This past fiscal year the Company has endured difficult market
conditions and subsequent order delays. We believe that the
worst is behind us and we have already experienced increased
activity from mobile operators as well as other potential
customers," said Carl Johan Tornell, President of CellPoint.

Operating expenses from continuing operations were $ 11.0
million, of which $3.7 million was depreciation and
amortization. In the previous fiscal year, operating expenses
from continued operations were $17.78 million, of which $3.93
million was depreciation and amortization. Selling, general and
administrative expenses for continuing operations were $3.9
million; research and development expenses were $2.4 million,
totaling $6.3 million for the year compared to $12.48 million in
the previous fiscal year. The company incurred a loss from
continuing operations of $14.1 million compared to a loss of
$16.5 million in the previous year.

Restructuring Company has entered into debt restructuring
agreements with its lenders that will allow for the conversion
of approximately $5 million worth of debt into Preferred Stock.
This agreement is pending shareholder approval. The Company's
remaining debt totaling $4.97 million will be long term and will
not require payment until 2004.

"The Company has identified numerous internal synergies that
have allowed for job consolidation as well as increased
efficiencies. We have reduced our staff from 80 to 51, a
reduction of 29 people or 36%. The total effect of streamlining
of our organization is that our yearly costs have been reduced
from $9 million at the beginning of January, to under $6
million, which is a 33% decrease. All efforts have been focused
on insuring that CellPoint can continue to deliver the best
possible product and support thereof to our customers," added
Tornell

The Company's focus over the past fiscal year has been to
restructure the Company and put in place an operational plan to
reach positive cash flow.

The company's full report filed with the SEC on Form 10KSB can
be viewed at http://www.cellpoint.com/pdf/10KSB2002.PDFor  
http://www.freeedgar.com  

In its June 30, 2002 balance sheets, CellPoint's total current
liabilities exceeded its total current assets by close to $12
million.

CellPoint Inc., (OTC BB:CLPT; and Stockholmsb"rsen: CLPT) is a
leading global provider of location determination technology,
carrier-class middleware and applications enabling mobile
network operators rapid deployment of revenue generating
location-based services for consumer and business users and to
address mobile E911/E112 security requirements.

CellPoint's two core products, Mobile Location System and Mobile
Location Broker, provide an open standard platform adapted for
multi-vendor networks with secure integration of third-party
applications and content. CellPoint's location platform has a
seamless migration path from GSM/GPRS to 3G, supports 500,000
location requests per hour and can easily be scaled-up to handle
increased traffic throughput.

CellPoint's early entry and experience with European mobile
operators has allowed the development of products and features
that address key requirements such as active and idle mode
positioning, international roaming, multiple location
determination technologies and consumer privacy.

CellPoint is a global company headquartered in Kista, Sweden.
For more information, please visit http://www.cellpoint.com


COSERV ELECTRIC: CFC Expects Electric Units to Emerge Next Month
----------------------------------------------------------------
National Rural Utilities Cooperative Finance Corporation (CFC)  
announced that at August 31, 2002, CFC had non-performing loans
in the amount of $1,008 million. All loans classified as non-
performing were on a non-accrual status with respect to the
recognition of interest income. Loans categorized as non-
performing included $1,003 million of loans to Denton County
Electric Cooperative, Inc. (CoServ).

Following the end of the first quarter, entities controlled by
CFC took possession of approximately $307 million of notes
receivable, partnership interests and real estate property and
CFC took possession of $27 million in cash, all from CoServ
Realty Holdings.

CFC reduced the outstanding loan balance to CoServ by the cash
received and the fair value of the notes receivable, the
partnership interests, and the real estate properties, less
associated expenses. CFC anticipates that CoServ's electric
entities will emerge from bankruptcy in November 2002. All
calculated impairments related to CoServ are fully reserved for
on a dollar for dollar basis.

CFC is a not-for-profit finance cooperative that serves the
nation's more than 1,000 electric cooperatives and their
subsidiaries. With more than $20 billion in assets, CFC provides
its member-owners with an assured source of low-cost capital and
state-of-the-art financial products and services.


CYGNUS INC: Fails to Satisfy Nasdaq Listing Requirements
--------------------------------------------------------
Cygnus, Inc., (Nasdaq: CYGN) has received a Staff Determination
letter from Nasdaq stating that the Company's stock faces
delisting from the Nasdaq National Market because the Company's
stock had traded below the minimum bid price of $3.00 for 30
consecutive trading days, as set forth in Marketplace Rule
4450(b)(4).  The letter also states that the Company may appeal
Nasdaq's determination regarding delisting.  The Company has
requested an oral hearing from Nasdaq and, according to
Marketplace Rule 4820(a), the Company's Common Stock will
continue to trade on the Nasdaq National Market, pending
Nasdaq's decision.  The oral hearing is expected to be scheduled
within 45 days of the date the request is made.  If Cygnus'
appeal is unsuccessful, the Company intends to apply to transfer
its common stock to the Nasdaq SmallCap Market.  The Company
currently meets the Nasdaq SmallCap Market's maintenance
criteria.

"The essential elements for Cygnus' success are in place: a
breakthrough product just launched in the United States; an
excellent sales, marketing and distribution arrangement with an
experienced and committed partner company; and a significant
technological lead over any competition," stated John C Hodgman,
President, Chairman and Chief Executive Officer of Cygnus, Inc.  
"We believe that the price of our stock is at least partly
affected by the declines in the broader economic markets.  The
GlucoWatch(R) G2(TM) Biographer represents a revolutionary
change in the way people with diabetes can manage this very
difficult condition.  The GlucoWatch G2 Biographer was launched
only about four weeks ago, and we are confident that sales of
the Biographer over the next few quarters will demonstrate its
substantial market potential. Hence, we will be requesting an
extension to comply with the Nasdaq National Market listing
requirements."

Cygnus -- http://www.cygn.com-- develops, manufactures and  
commercializes new and improved glucose-monitoring devices.  The
Company's products are designed to provide more data to
individuals and their physicians and enable them to make better-
informed decisions on how to manage diabetes.  The GlucoWatch(R)
Biographer was Cygnus' first approved product.  The device and
its second-generation model are the only products approved by
the FDA that provide frequent, automatic and non-invasive
measurement of glucose levels.  Cygnus believes its products
represent the most significant commercialized technological
advancement in self-monitoring of glucose levels since the
advent of "finger-stick" blood glucose measurement approximately
20 years ago. The Biographer is not intended to replace the
common "finger-stick" testing method, but is indicated as an
adjunctive device to supplement blood glucose testing to provide
more complete, ongoing information about glucose levels.


DELIA*S CORP: Weiss Will Continue to Render Advisory Services
-------------------------------------------------------------
dELiA*s Corp., (Nasdaq:DLIA) announced that Andrea Weiss,
President, would, following a medical leave, be taking an
extended leave of absence from the company in order to spend
more time at home with her family.

Ms. Weiss will retain her seat on the company's Board of
Directors. While she will no longer be involved in the company's
day-to-day operations, she will continue to advise the company
on both operating and strategic levels.

Stephen Kahn, Chief Executive Officer, stated, "While we had
originally expected Andrea would rejoin the company following a
speedy recovery from surgery, at this time she has elected to
take an extended leave, and will serve in an advisory role going
forward. We appreciate her many contributions to dELiA*s over
the course of the past eighteen months, and wish her the best in
her continued recovery."

dELiA*s Corp., is a multichannel retailer that markets apparel,
accessories and home furnishings to teenage girls and young
women. The company reaches its customers through the dELiA*s
catalog, http://www.dELiAs.comand its 65 dELiA*s retail stores.  

                          *   *   *

As reported in Troubled Company Reporter's Friday Edition,
dELiA*s Corp., has retained Peter J. Solomon Company to explore
and evaluate strategic alternatives for the company.

Stephen Kahn, Chief Executive Officer, stated, "Our decision to
explore strategic alternatives reflects the Board's commitment
to maximizing shareholder value."


DESA HOLDINGS: Asks Court to Fix December 18 Claims Bar Date
------------------------------------------------------------
DESA Holdings Corporation and its debtor-affiliates want the
U.S. Bankruptcy Court for the District of Delaware to fix a
deadline for all of their creditors wishing to assert a claim
against them to file their proofs of claim.  The Debtors propose
to establish December 18, 2002, at 4:00 p.m., as the Bar Date by
which all creditors, including governmental entities, must file
a proof of claim in these Chapter 11 Cases or be forever barred
from asserting that claim.

An auction for the sale of the Debtors' assets has been
scheduled for November 13, 2002, with a closing of the
transactions to occur on or before November 26, 2002.  Once the
sale is completed, it will be essential to ascertain, as
promptly as possible, the full nature, extent and scope of the
claims asserted against the Debtors and their estates.

The Debtors propose four exemptions from the Claims Bar Date:

  a) Claims not listed in the Schedules of Assets and
     Liabilities as "contingent," "unliquidated" or "disputed,";

  b) Claims already been properly filed with the Court;

  c) Claims previously allowed by order of the Court; and

  d) Claims that arose after the Petition Date as expenses of
     administration.

The Debtors request that the Court direct each person or entity
asserting a claim against the Debtors to file their written
proof of claim so that it is actually received on or before 4:00
p.m., on the Bar Date by:

     Bankruptcy Management Corporation
     Attn. DESA Claims Agent
     P.O. Box 926
     El Segundo, CA 90245-0926

              or

     Bankruptcy Management Corporation
     Attn. DESA Claims Agent
     1330 East Franklin Avenue
     El Segundo, CA 90245

DESA, a leading manufacturer, distributor and marketer of vent-
free heating appliances, outdoor heaters, motion sensor
lighting, wireless doorbells, lawn and garden electrical
products and consumer fastening systems in the United States,
filed for chapter 11 protection on June 8, 2002. Laura Davis
Jones, Esq., at Pachulski, Stang, Ziehl Young & Jones represents
the Debtors in their restructuring efforts.


D.I.Y. HOME: Continues to Liquidate Assets & Explore Options
------------------------------------------------------------
During the first six months of fiscal year 2002 ended June 29,
2002, D.I.Y. Home Warehouse, Inc., continued to execute the
steps necessary to cease its business activities, sell its
remaining assets, and continued to explore other options for
maximizing shareholder value, including but not limited to,
keeping the corporate entity intact after liquidating the
Company's assets and/or seeking to merge with or acquire other
operating businesses.

The Company sold its former Arlington Road (Akron, Ohio)
location to a third-party for $2.45 million during the first six
months of fiscal year 2002. The $2.45 million sale price
resulted in net cash proceeds of $2.23 million to the Company.  
The pre-tax loss of approximately $562,000 related to this sale
has been recorded in the accompanying Condensed Statement of
Changes in Net Asset in Liquidation for the period from June 19,
2002 to June 29, 2002.

The Company also received its federal income tax refund of
approximately $665,000 during the first six months of fiscal
year 2002.  This refund has been recorded as a tax benefit in
the accompanying Condensed Statement of Discontinued Operations
for the period from December 30, 2001 to June 18, 2001.

On June 19, 2002, the Company's stockholders approved the
proposal for the Company to cease its business activities and
sell all or substantially all of its assets.  Accordingly, all
activities of the Company since June 19, 2002 are presented
under the liquidation basis of accounting.  Under the
liquidation basis of accounting, assets are stated at their
estimated net realizable values and liabilities are stated at
their anticipated settlement amount, if reasonably estimable.

Subsequent to June 29, 2002, the Company entered into a lease
cancellation agreement with the lessor of its Cleveland
location, enabling the Company to terminate its lease agreement
effective July 3, 2002 in exchange for its payment of a lease
cancellation fee of approximately $82,000.  As a result of
entering into the lease cancellation agreement, the Company will
record a $2.5 million reduction in store closing costs in its
statement of changes in net assets in liquidation for the
quarter ended September 28, 2002.

The valuation of assets at their net realizable value and
liabilities at their anticipated settlement amounts necessarily
requires many estimates and assumptions.  In addition, there are
substantial risks and uncertainties associated with carrying out
the liquidation and dissolution of the Company. The valuations
presented in the accompanying Condensed Statement of Net Assets
in Liquidation represent estimates, based on present facts and
circumstances, of the net realizable values of assets and the
costs associated with carrying out the plan of liquidation and
dissolution.  The actual values and costs are expected to differ
from the amounts shown herein and could be greater or less than
the amounts recorded.  In particular, the estimates of the
Company's costs will vary with the length of time necessary for
it to complete the liquidation and dissolution of the Company.

Accordingly, it is not possible to predict the aggregate amount,
if any, that will ultimately be distributed to stockholders and
no assurances can be given that the amount to be received in
liquidation will equal or exceed the net assets in liquidation
detailed in the accompanying Condensed Statement of Net Assets
in Liquidation or the price or prices at which the Company's
common stock has generally traded or is expected to trade in the
future.


EDB EGYPT: Fitch Places Low-B and C/D Ratings On Watch Negative
---------------------------------------------------------------
Fitch Ratings, the international rating agency, has placed its
ratings for Export Development Bank of Egypt on Rating Watch
Negative. EDBE's ratings are currently foreign currency 'B'
Short-term and 'BB-' (BB minus) Long-term, with Individual and
Support ratings of 'C/D' and 2T' respectively. Its national
ratings are 'F1 (egy)' Short-term and 'A(egy)' Long-term.

The factors leading to this rating action are the ongoing
difficult operating environment and its consequences for profits
and asset quality. Fitch does not expect a material improvement
in the banks' performance and conditions in the near-term.

EDBE's loan growth has continued to be rapid despite these
conditions and the agency believes this will impact asset
quality negatively. Despite asset growth, provisioning and
margin pressures have continued to pressurize profitability. The
need to provide for future problem loans will act as a
constraint to both profitability and internal capital
generation. A positive factor is the recent increase in capital,
although with risk-weighted capital adequacy now at around 11%,
this remains low given current conditions and asset-quality
trends.


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

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

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

   Partners               $275 - 450
   Counsel                 250 - 335
   Associates              145 - 240
   Legal Assistants         90 - 125
   Staff                    35 - 140
(Enron Bankruptcy News, Issue No. 45; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

Enron Corp.'s 9.125% bonds due 2003 (ENRN03USR1) are trading at
12 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRN03USR1
for real-time bond pricing.


EOTT ENERGY: Secures Approval to Maintain Cash Management System
----------------------------------------------------------------
For years, EOTT Energy Partners, L.P., and its debtor-affiliates
have used a centralized cash management system in which funds
are upstreamed from the operating subsidiaries, concentrated,
and downstreamed as and when needed to fund day-to-day
operations.  Their cash management systems provide well-
established mechanisms for the collection, concentration,
management and disbursement of funds used in their businesses.

"The objective of the cash management system is to establish a
daily cash position for the EOTT entities, with its primary goal
being to match short-term liabilities with anticipated cash
receipts," Dana R. Gibbs, President and Chief Executive Officer
of EOTT Energy Corp. (as general partner for EOTT Energy
Partners, L. P.) tells Judge Schmidt.

The system is comprised of a network of bank accounts located
at:

           * Standard Chartered Bank;
           * Southwest Bank of Texas;
           * Fleet National Bank;
           * Citibank, N.A.; and
           * Bank of Montreal.

The cash management system provides numerous benefits, including
the ability to:

    (a) control and monitor corporate funds,

    (b) invest idle cash,

    (c) ensure cash availability, and

    (d) reduce administrative expenses by facilitating the
        movement of funds and the development of timely and
        accurate account balance and presentment information.

Given the Debtors' corporate and financial structure and the
substantial number of affiliated entities participating in the
Debtors' centralized cash management systems, it would be
difficult, if not impossible, for the Debtors to establish an
entirely new system of accounts and a new cash management and
disbursement system for each separate legal entity.

Accordingly, the Debtors have sought and obtained the Court's
authority to continue using the centralized cash management
system. (EOTT Energy Bankruptcy News, Issue No. 1; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

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


EXIDE TECHNOLOGIES: Appoints Daniel Miller to Board of Directors
----------------------------------------------------------------
In a Form 8-K filed with the SEC on October 8, 2002, Exide
Technologies disclosed that on September 17, 2002 the Board of
Directors of Exide Technologies elected Daniel W. Miller, age
52, to be a director of the Company and increased the membership
of the Board to nine.

Mr. Miller has served since 1997 as President and Chief
Executive Officer of Russell-Stanley Holdings, Inc., a
manufacturer of plastic and steel containers and provider of
related services, and recently led that company through the
restructuring of its capital and a change of ownership.  From
1994 to 1997, Mr. Miller was a Managing Director of Vestar
Resources, Inc., an affiliate of Vestar Capital Partners, Inc.,
an investment banking firm, and from 1985 to 1990 held various
executive financial positions with Forstmann Little & Co., an
investment banking company specializing in management buyouts.
(Exide Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


FAIRCHILD DORNIER: Wants Exclusive Period Stretched to Dec. 17
--------------------------------------------------------------
Fairchild Dornier Corporation asks the U.S. Bankruptcy Court for
the Eastern District of Virginia to extend their exclusive
periods.  The Debtor wants to stretch the time within which it
has an exclusive right to propose a plan until December 17, 2002
and retain the exclusive right, until February 16, 2003, to
solicit acceptances of that plan.  The Debtor says that the
extension is important to afford ample time to negotiate the
terms of a plan and prepare an adequate disclosure statement to
explain the plan.  

The Debtor relates that its bankruptcy case started with the
filing of an involuntary Chapter 7 proceeding and was later
converted to Chapter 11.  Unlike a conventional Chapter 11 case,
the Debtor did not have an opportunity to discuss the filing
with its larger creditors or to otherwise prepare for the
proceeding.  Furthermore, a key component of the Debtor's
liabilities is intercompany debt.  The Debtor has not had
sufficient time to gather the required information to make a
determination as to the nature of these debts and to examine the
possibility that cause may exist to subordinate these debts to
those of the other unsecured creditors.

Moreover, the Debtor has taken substantial steps toward
reorganization. Specifically, FDC has rejected its lease with
WGP Associates, and satisfied its significant administrative
rent obligation, taken steps to reject burdensome contracts, and
begun the investigation into equitable subordination of
intercompany claims.

Fairchild Dornier Corporation's involuntary chapter 7 case was
converted to voluntary chapter 11 proceeding under the U.S.
Bankruptcy Code on May 20, 2002.  Dylan G. Trache, Esq., at
Wiley Rein & Fielding LLP and Thomas P. Gorman at Tyler, Bartl,
Gorman & Ramsdell, PLC represent the Debtor in its restructuring
efforts.

  
FEDERAL-MOGUL: Seeks OK to Hire FTI Consulting as Fin'l Advisors
----------------------------------------------------------------
On July 24, 2002, PricewaterhouseCoopers LLP sold its Business
Recovery Group and related assets and receivables to FTI
Consulting Inc.  The transaction formally closed on August 30,
2002.  Upon the Closing, Jeffery Stegenga, the lead PwC partner
providing the BRS Services, as well as substantially all of the
other members of the BRS Group, became FTI employees.

PwC's Business Recovery Group has been providing the Debtors
with financial restructuring support services since it was
retained late last year.  But with the sale, PwC will no longer
be providing business recovery services to the Debtors.

In order to avoid any interruption in the services being
provided by the BRS Group, Federal-Mogul Corporation, and its
debtor-affiliates seek the Court's authority to re-employ the
same individuals in the BRS Group in their new capacity as FTI
employees, effective as of August 30, 2002.  The Debtors want
the BRS Group to continue to provide services under the same
terms and conditions of retention set forth in the Original
Application.  However, any accounting and tax services provided
under the Original retention of PwC, which were not performed by
the BRS Group, are unaffected.

James J. Zamoyski, Esq., the Debtors' Senior Vice President and
General Counsel, explains that the BRS Group already has
developed considerable knowledge with respect to the Debtors'
business and affairs in both the United States and England.  
This knowledge is vital to the Debtors' ability to address many
financial and other issues that they are currently addressing or
those that they will later on address.  According to Mr.
Zamoyski, the Debtors do not have in-house personnel capable of
duplicating the services performed by the BRS Group in a cost-
effective and time-effective manner.  It also would be extremely
costly and difficult to replace the BRS Group with new financial
advisors and claims management consultants.

The BRS Group, this time as part of FTI, will provide consulting
and advisory services as they and the Debtors deem appropriate
and feasible in order to advise the Debtors in the course of
these Chapter 11 cases and in the Debtors' administration
proceedings in England.  In particular, the BRS Group will:

A. assist in the preparation of financial-related disclosures
   required by the Court, including amendments to the Schedules
   of Assets and Liabilities;

B. assist with the information and analyses required pursuant to
   the DIP financing including, but not limited to, analysis
   required for any amendments to or extensions of the DIP
   financing;

C. assist and advise with respect to the analysis of core
   business assets and the disposition of assets or liquidation
   of unprofitable operations;

D. assist with the review of executory contracts and leases and
   performance of cost/benefit evaluations with respect to the
   assumption or rejection of each;

E. assist with regards to the evaluation of the present level of
   operations and identification of areas of potential cost
   savings, including overhead and operating expense reductions
   and efficiency improvements;

F. assist in the preparation of financial information for
   distribution to creditors and others, including:

   -- cash flow projections and budgets;

   -- cash receipts and disbursement analysis;

   -- analysis of various asset and liability accounts; and

   -- analysis of proposed transactions for which Court approval
      is sought;

G. analyze creditor claims by type, entity and individual
   claim, including the assistance with the development of a
   claims management protocol and a database to track those
   claims;

H. assist in the preparation of certain types of information and
   analysis necessary for the confirmation of a Plan of
   Reorganization in these Chapter 11 cases; and

I. render other general business consulting or other assistance
   as Debtors' management or counsel may deem necessary that are
   consistent with the role of a financial advisor and not
   duplicative of services provided by other professionals in
   this proceeding.

The Debtors will compensate the BRS Group for its services in
accordance with the firm's customary hourly rates:

          Senior Managing Director            $500 - 595
          Directors / Managing Directors       325 - 490
          Associates / Senior Associates       150 - 325
          Administration / Paraprofessionals    75 - 140

The Debtors do not owe FTI any amounts with respect to
prepetition fees and expenses.

                            Disclosures

The proposed re-employment of the ex-PricewaterhouseCoopers
Business Recovery Group presents some complication.

Mr. Zamoyski tells the Court that before the Petition Date, FTI
Consulting Inc. was engaged by Simpson Thacher & Bartlett to
provide consulting services in connection with Simpson's
representation of JP Morgan Chase Bank, in its capacity as Agent
under the prepetition Credit Agreement with the Federal-Mogul
Corporation.  The Debtors have been advised that FTI continues
to provide those services to the Lenders at the present time.

"[We] recognize that the present application is somewhat unusual
in that the BRS Group has become part of an entity, FTI, that
has performed, and is expected to continue performing,
professional services on behalf of the Lenders in connection
with these Chapter 11 cases," Mr. Zamoyski relates.  Other than
the representation of the Lenders by pre-Closing FTI personnel,
no actual or potential conflict of interest exist, based on the
BRS Group's conflicts search.

The Debtors further believe that there are no actual conflicts
of interest with the retention of the BRS Group in connection
with the FTI-JP Morgan engagement due to these special
circumstances:

(a) The absence of actual conflicts between the Debtors and the
    Lenders;

(b) The strong information barrier procedures put in place by
    FTI, which will be policed internally by FTI on an going
    basis and are intended to ensure that:

       (i) the information with respect to the BRS Group's
           services for the Debtors; and

      (ii) the information held or developed by pre-closing FTI
           personnel with respect to FTI's services for the
           Lenders

    remains separate and protected from disclosure;

(c) The geographic separation of the BRS Group, which is located
    in Chicago, Dallas, Denver and Houston, from FTI's personnel
    performing services for the Lenders, who are located in New
    Jersey.  This separation will further guard against the
    inadvertent disclosure of information relating to the
    Debtors' affairs to those of FTI's personnel rendering
    services to the Lenders;

(d) The lack of objection to date to the continued retention of
    the BRS Group, as part of FTI, by the major constituencies
    in these cases, including the Lenders;

(e) The desire of all key constituents for progress towards a
    consensual plan of reorganization for the Debtors'
    businesses on as quick a timetable as possible.  This will
    be facilitated by the BRS Group's continued work on behalf
    of the Debtors in disseminating financial and claims data to
    the major constituencies in these cases;

(f) The nature of the work preformed by the BRS Group, which is
    non-controversial financial administration and claims
    management and administration services;

(g) The Debtors' previously approved retention of Rothschild,
    Inc.  Rothschild's strategic financial advising support and
    valuation services present a greater likelihood of potential
    adversity between the Debtors and the Lenders during the
    course of these Chapter 11 cases; and

(h) The substantial savings to the Debtors and their estates
    that can be achieved by continuing the engagement of the BRS
    Group.

FTI will implement these information barrier procedures:

A. There will be no discussions or communications -- orally,
   electronically or otherwise -- with any persons who are or
   have been involved in BRS' engagement for the Debtors, on the
   one hand, and persons involved in FTI's engagement for the
   Lenders on the other hand, about confidential information
   derived from their respective engagements for the Debtors and
   the Lenders;

B. FTI employees working for the Lenders will not be provided
   access to documents, computer data files, or any other
   confidential information relating to the BRS Group's
   engagement for the Debtors.  Similarly, individuals in the
   BRS Group who are working for the Debtors will not be
   provided access to documents, computer data files, or any
   other confidential information relating to FTI's engagement
   for the Lenders; and

C. Individuals in the BRS Group will not share confidential
   information with any other individuals employed by FTI.
   Likewise, FTI employees will not share confidential
   information with any individual in the BRS Group, with
   respect to the respective services provided in connection
   with the Debtors' cases;

D. A third person within FTI that is independent of either group
   working on the Debtors' cases will appointed immediately to:

   -- review from time to time the Information Barrier
      procedures employed by FTI and the BRS Group as necessary
      to ensure compliance with the requirements of these
      procedures;

   -- keep and maintain records of their review; and

   -- resolve any issues that may arise;

E. All individuals employed by FTI to render services to the
   Lenders and all individuals in the BRS Group who have
   provided or will provide services in connection with the
   Debtors' cases will sign a memorandum acknowledging that they
   are aware of the Information Barrier procedures that are in
   effect with respect to their representation of the Debtors
   and the Lenders;

F. Individuals in the BRS Group will not directly respond to any
   data requests submitted by the Lenders.  Instead, they will
   seek the instruction of the Debtors' management or other
   professionals engaged by the Debtors in determining how to
   respond to any data requested from the Lenders; and

G. Individuals in the BRS Group will not provide information
   regarding the Debtors to individuals of FTI providing
   services to the Lenders without ensuring that:

   -- the same information is made available to the Debtors'
      other creditor groups if the materials are in written
      form; and

   -- the representatives of the other creditor groups, the
      Debtors' management or other professionals engaged by the
      Debtors are present if the information is being
      communicated orally.

FTI will conduct an ongoing review of its files to ensure that
no conflicts or other disqualifying circumstances exist or
arise. If any new facts or circumstances are discovered, FTI
will supplement its disclosure to the Court.

Thus, the Debtors ask the Court to determine that no actual
conflicts exist with the re-employment of the BRS Group.  The
Debtors also seek approval of the information barrier procedures
employed by FTI. (Federal-Mogul Bankruptcy News, Issue No. 25;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


GENTEK INC: Wins Nod to Use Up to $5 Million of Cash Collateral
---------------------------------------------------------------
After reviewing GenTek Inc., and its debtor-affiliates'
emergency request, Judge Walrath authorizes the Debtors to use
the Cash Collateral up to but not exceeding $5,000,000.  
However, absent further Court order, the domestic Debtors are
not allowed to advance any funds to their non-debtor
subsidiaries and affiliates.  To the extent that GenTek advances
any funds to, or on behalf of, Noma Company, Noma will be
obligated to repay the advance dollar for dollar.

Judge Walrath also allows the Debtors to provide the Lenders
adequate protection for the use of the Cash Collateral.  The
Debtors will grant the Lenders:

(1) first-priority security interests in, and liens on, all
    assets of the Debtors not otherwise subject to a lien;

(2) junior security interests in, and liens on, all assets of
    the Debtors otherwise subject to a lien, subordinate only to
    that lien;

(3) replacement security interests in, and lien on, all
    postpetition assets of the Debtors, including accounts
    receivable; and

(4) superpriority administrative expense status over any and all
    ether administrative expenses of the estate, pursuant to
    Section 507(b) of the Bankruptcy Code.

Judge Walrath's Emergency Order allows the Debtors use of their
Lenders' Cash Collateral through October 18, 2002.  Judge
Walrath will convene an Interim Cash Collateral Hearing on
October 18, 2002, in Wilmington.  At that hearing, the Court
will resolve any initial objections, is likely to approve
continued limited use of cash collateral through the time of a
Final Cash Collateral Hearing and fix the time and date for a
Final Cash Collateral Hearing.

Notwithstanding, Judge Walrath makes it clear that this Order
should not be deemed to grant the Lenders any lien on or
superpriority administrative claim with respect to avoidance
action arising under Sections 544, 547 or 548 of the Bankruptcy
Code.  In addition, this Order will be without prejudice to the
right of the Debtors or any other interested parties to contest
the Lenders' claims, the liens and the security interests
asserted by the Lenders or the perfection of the liens and
security interests.

                   Motion For Interim & Final
                  Orders To Use Cash Collateral

With much at stake on short notice, the Debtors seek the Court's
authority for the immediate use of up to $10,000,000 of the
Lenders' Cash Collateral.  The Debtors need the funds to see
them through their normal operations under Chapter 11.

Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, tells Judge Walrath that the Debtors will provide adequate
protection for, and only to the extent of, any diminution in
value of the Lenders' interest in the Prepetition Collateral
resulting from:

    (1) the use of the Cash Collateral;

    (2) the use, sale, lease, depreciation, decline in market
        price or other diminution in value of the Prepetition
        Collateral; and

    (3) the imposition of the automatic stay.

In consideration for the use of the Cash Collateral, the Debtors
will grant the Administrative Agent and the Lenders valid and
perfected, replacement security interests in, and liens on all
of the right, title, and interest of the Debtors in, to, and
under all present and after-acquired property.

The Debtors will also make adequate protection payments.
Specifically:

  -- The Debtors will pay all:

     (a) accrued and unpaid interest on the prepetition
         obligations and letter of credit fees under the Credit
         Agreement at the non-default contract rates provided
         for in the Loan Documents; and

     (b) all other accrued and unpaid fees and disbursements
         owing to the Administrative Agent under the Loan
         Documents and incurred before the Petition Date;

  -- On the first business day of each month, the Debtors will
     pay:

     (a) all accrued but unpaid interest on the Prepetition
         Obligations at a rate per annum equal to ABR plus the
         Applicable Margin; and

     (b) letter of credit and agency, administrative, and other
         fees as and when due,

     all at the non-default contract rates provided for in the
     Loan Documents;

  -- Commencing on or before 30 days after October 31, 2002, and
     within 30 days after the end of every month, the Debtors
     will pay the difference, if any, between:

     (a) the Debtors' accounts receivable and their inventory
         measured in accordance with GAAP -- Net Working Capital
         Asset Level -- as of September 30, 2002; and

     (b) the Net Working Capital Asset Level as of October 31,
         2002 and as of the end of every month thereafter,

     but only to the extent that the difference exceeds:

       (i) $20,000,000; and

      (ii) the aggregate amount of all payments previously made;
           and

  -- The Debtors will pay any tax refund exceeding $100,000.

Mr. Chehi notes that the Debtors' Adequate Protection
Obligations will constitute superpriority administrative claims
under Sections 503(b)(1), 507(a) and 507(b) of the Bankruptcy
Code with priority in payment over all administrative expense
claims, subject only to the:

  * Carveout; and

  * superpriority claims of GenTek against the Canadian Borrower
    in connection with the Canadian Borrower's use of the cash
    collateral under a separate credit agreement guaranteed by
    GenTek.

The Debtors also propose to provide the Administrative Agent
various cash flow projections, financial statements, reports on
non-ordinary course asset dispositions, updates on the status of
any non-ordinary course asset sales, and a detailed business
plan for the following year.

The Debtors also promise to pay the reasonable fees, costs, and
charges incurred by the Lenders and the Administrative Agent in
connection with matters relating to:

    * the Credit Agreement,
    * the Prepetition Obligations,
    * the monitoring of the Chapter 11 cases, or
    * the enforcement and protection of the rights and interests
      of the Administrative Agent and the Lenders in the Chapter
      11 cases.

The payments are subject to the right of any party-in-interest
to object to the reasonableness of those fees, costs, and
charges.

For their part, the Lenders agree to a $1,500,000 Carveout to
cover:

    (i) the unpaid fees of the clerk of the Bankruptcy Court and
        of the U.S. Trustee;

   (ii) the payment of allowed fees and disbursements charged
        and incurred by the professionals retained by the
        Debtors or any statutory committee appointed in these
        Chapter 11 cases.

So long as no Event of Default will have occurred and be
continuing, the Debtors will be permitted to pay without
reduction of the Carveout, the Statutory Fees and the
Professional Fees and Disbursements, as the same may be due and
payable.  Events of Default occur when:

A. The Debtors fail to make payment or other material non-
   compliance with Interim Order, which continues unremedied for
   more than two business days after notice;

B. The Debtors fail to comply with the Reporting Requirements,
   which continues unremedied after notice for the grace periods
   specified in the Interim Order;

C. The Debtors fail to comply with any covenant or agreement in
   the Interim Order, which continues unremedied for more than
   five business days after notice;

D. The Consolidated EBITDA of the Debtors and the Non-Filing
   Affiliates for monthly and trailing 12-month periods through
   December 31, 2003 will be less than:

                                              Minimum
                                              Consolidated
               Test Period                    EBITDA
               -----------                    -----------
               09/01/02 - 11/30/02            $19,000,000
               09/01/02 - 12/31/02             24,000,000
               09/01/02 - 01/31/03             31,000,000
               09/01/02 - 02/28/03             42,000,000
               09/01/02 - 03/31/03             50,000,000
               09/01/02 - 04/30/03             58,000,000
               09/01/02 - 05/31/03             66,000,000
               09/01/02 - 06/30/03             74,000,000
               09/01/02 - 07/31/03             81,000,000
       Trailing 12 months ending 08/31/03      89,000,000
       Trailing 12 months ending 09/30/03      87,000,000
       Trailing 12 months ending 10/31/03      87,000,000
       Trailing 12 months ending 11/30/03      87,000,000
       Trailing 12 months ending 12/31/03      89,000,000

   If the Debtors and the Required Lenders cannot agree to the
   minimum Consolidated EBITDA levels for the trailing 12-month
   periods ending after December 31, 2003, the Debtors' right to
   use Cash Collateral will terminate on January 15, 2004;

E. The Debtors make material misrepresentation in connection
   with the Reporting Requirements;

F. The cases are dismissed or converted to chapter 7 or a
   trustee, responsible officer, or examiner with expanded
   powers are appointed;

G. An order granting stay relief to a holder of a security
   interest is entered to permit foreclosure on assets with an
   aggregate value in excess of $1,000,000;

H. An order reversing, amending, supplementing, staying for a
   period in excess of three days is entered, vacating or
   otherwise modifying the Interim Order without the
   Administrative Agent's consent;

I. The Debtors:

   -- make any payments or transfer property on account of
      vendor reclamation claims; or

   -- enter into agreements or file a motion seeking
      authorization to return property to a vendor under Section
      596(g) of the Bankruptcy Code

   without the consent of the Required Lenders;

J. Any lien arising postpetition is imposed that is senior to or
   pari passu with the liens granted to the Administrative Agent
   or Lenders during the Chapter 11 cases;

K. A judgment is rendered against the Debtors in excess of
   $2,000,000 as to any postpetition obligation not covered by
   insurance the enforcement of which is not stayed; and

L. A non-monetary judgment is rendered against the Debtors with
   respect to a postpetition event, which causes or could
   reasonably be expect to result in a material adverse change
   or have a material adverse effect on the Debtors' ability to
   perform their obligations under the Interim Order.

The Debtors' right to use the Lenders' Cash Collateral
terminates on the earliest of:

  (a) consummation of a reorganization plan in these Chapter 11
      cases;

  (b) December 1, 2002, if the Final Order has not been entered
      on or before that date; or

  (c) upon written notice to the Debtors, after the occurrence
      and during continuance of any Event of Default beyond any
      applicable grace period.

On the Termination Date:

  * the Debtors' right to use Cash Collateral terminates;

  * the Adequate Protection Obligations become immediately due
    and payable;

  * the Administrative Agent and each Lender may setoff amounts
    in any account maintained with the Administrative Agent or
    each Lender; and

  * the Administrative Agent and the Lenders, upon five business
    days' written notice to the Debtors may exercise the rights
    and remedies available under the Loan Documents, the Interim
    Order, or applicable law without the necessity of obtaining
    automatic stay relief.

Mr. Chehi further relates that, in addition to the relief
granted in the Interim Order, the Final Order will extend the
Termination Date to the earliest of:

    (1) consummation of a reorganization plan;

    (2) two years after the Petition Date; and

    (3) upon written notice to the Debtors after the occurrence
        and during the continuance of an Event of Default.

Additionally, according to Mr. Chehi, the Debtors and any
successors-in-interest -- including any Chapter 7 trustee --
waive and release, on behalf of themselves and their estates,
any avoidance actions and other claims. (GenTek Bankruptcy News,
Issue No. 2; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GEOCOM RESOURCES: Milton Cox Joins Board of Directors
-----------------------------------------------------
Talal Yassin, President of Geocom Resources, Inc. (GOCM:OTC-BB),
announced that the Company has appointed Milton Cox to its Board
of Directors.  Mr. Cox is the Chairman and CEO of Gypsy
Resources, Ltd., a private oil and gas exploration company. He
holds a MBA in finance and has extensive senior management
experience in corporate finance and restructuring. Mr. Cox has
over 20 years experience in petroleum and mineral resources
development and management, which include development of over
10,000 acres in Burleson, Madison, Leon and Freestone County,
Texas.

The Company views the appointment as the first in a sequence of
strategic efforts to facilitate corporate development and
strengthen its management team.

Geocom Resources Inc., is a junior resource company focusing on
the oil and gas sector.

                         *    *    *

As reported in the October 9, 2002 issue of the Troubled Company
Reporter, Geocom Resources is currently looking for strategic
acquisitions within the oil and gas sector that will generate
revenues, facilitate corporate development and strengthen its
management team.

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

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

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

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

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

     - the ability to generate ongoing revenues

     - the ability to keep operating costs low

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


GIMBEL VISION: Completes Sale of Alberta and Winnipeg Centers
-------------------------------------------------------------
Gimbel Vision International Inc., has completed the sale
previously announced on July 10, 2002 of all the assets of the
Corporation's refractive surgery centers in Calgary and Edmonton
to I Care Services Ltd.  I Care is a corporation whose majority
voting shares are owned by corporations controlled by Howard V.
Gimbel, M.D. and Judith A. Gimbel.

In addition to the sale of the Alberta Centres, GVI recently
completed the sale of its refractive surgery center in Winnipeg
to a third party purchaser controlled by a group of doctors who
were previously employed by GVI in the Winnipeg Centre.

In conjunction with the completion of the sale of the Alberta
Centres, GVI has changed its name to Aris Canada Ltd. effective
October 16, 2002.

It is anticipated that the net proceeds of these sales will be
paid to the Corporation's secured creditors in part satisfaction
of the Corporation's outstanding indebtedness.  The Corporation
will consider any proposal for the benefit of remaining
creditors and shareholders, including monetizing the
Corporation's remaining tax pools and other miscellaneous
assets.

The common shares of the Corporation are listed on the TSX
Venture Exchange under the symbol "GBV".

                             *   *   *

As reported in Troubled Company Reporter's September 4, 2002
edition, the Company fell behind in making payments of its
obligations under certain capital leases.  This triggered cross-
defaults under substantially all of the Company's debt
obligations.  At that time, the Company said it was working with
its creditors to resolve these arrearages.

On July 30, 2002, the shareholders of the Corporation approved
the sale of the assets of the Corporation's Alberta centers to I
Care Services Ltd.  The expected proceeds to be received are
approximately equal to the net book value of the assets being
sold.


GLOBAL CROSSING: Court Approves Proposed Settlement with Alcatel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approves Global Crossing Ltd., and its debtor-affiliates'
proposed Agreement with Alcatel to settle claims disputes.

The Settlement Agreement that provides:

A. Global Crossing Parties:  Global Crossing Ltd.; South America
   Crossing Ltd.; Global Crossing Ireland Ltd.; Global Crossing
   Network Center Ltd.; Mid-Atlantic Crossing Ltd.; Global
   Marine Systems Limited; and Pan American Crossing Ltd;

B. Alcatel Parties:  Alcatel; Alcatel Submarine Networks; and
   Alcatel Submarine Networks, Inc;

C. Initial Payment by Global Crossing to Alcatel:  $40,000,000
   within 10 business days after the Court's order approving the
   Settlement Agreement becomes a final order;

D. Emergence Payment:  $20,000,000 on the effective date of the
   Plan of Reorganization;

C. Termination Payment:  $500,000 in connection with the mutual
   termination of the Operations and Maintenance Agreement dated
   October 15, 1999, between Alcatel Submarine and GC Network
   Center;

D. Allowed General Unsecured Claim:  The Alcatel Parties will
   jointly have a single allowed general unsecured claim not to
   exceed $30,000,000 against a Debtor to be designated by
   Alcatel;

E. Title:  To the extent not previously transferred, Alcatel
   will take all actions required under the applicable Alcatel
   Agreements to effectuate title transfer to the appropriate
   Global Crossing affiliate free and clear of liens, claims and
   encumbrances;

F. Warranties:  The term of all warranties provided by the
   Alcatel Parties will be:

   -- 1 year from the effective date of the Plan of
      Reorganization with respect to all Alcatel Agreements
      Other than the Project Development and Construction
      Contract dated July 30, 1999, between South America
      Crossing and Alcatel Submarine; and

   -- 2 years from May 30, 2002, with respect to the South
      America Crossing Agreement other than with respect to the
      Las Toninas Cable Landing Station in Argentina and all
      equipment located therein;

   -- with respect to the Landing Station, the earlier of:

       a. 2 years from the date on which Alcatel Submarine
          completes the repairs on the roof of the Landing
          Station, and

       b. the date on which the Bankruptcy Court will, upon 10
          days prior written notice, have determined that the
          repair on the roof have been adequately completed;

G. Global Crossing Release:  On the date the Court approves the
   Settlement Agreement, the Debtors will release the Alcatel
   Parties from all claims relating to the Alcatel Agreements
   other than:

   -- claims arising under warranties contained in the Alcatel
      Agreements or applicable law, and

   -- the Debtors' claims against the Alcatel Parties relating
      to route and cable type selection and installation in
      connection with the Project Development and Construction
      Contract dated as of September 30, 1999, as amended,
      between Alcatel Submarine, Global Marine and GC Ireland;

H. Alcatel Release:  As of the Effective Date, the Alcatel
   Parties release the Debtors from all claims relating to the
   Alcatel Agreements other than claims of the Alcatel Parties
   against the Debtors relating to route and cable type
   selection and installation in connection with the Ireland-UK
   Agreement; and

I. Assumption of Executory Contracts:  The Debtors will assume
   these Alcatel Agreements, provided that no payments will be
   required in connection with the assumption:

   -- Project Development and Construction Contract dated as of
      June 2, 1998, as amended, among Alcatel Submarine and Mid-
      Atlantic Crossing;

   -- South America Crossing Agreement;

   -- Upgrade Contract dated as of October 16, 2001, as amended,
      between Alcatel Submarine and Pan American Crossing; and

   -- Ireland-UK Agreement. (Global Crossing Bankruptcy News,
      Issue No. 24; Bankruptcy Creditors' Service, Inc.,
      609/392-0900)


GOOD STUFF ENTERTAINMENT: Auctioning-Off Assets on Wednesday
------------------------------------------------------------
Several hundred people are expected to turn out for the
Bankruptcy Auction to liquidate the assets of Good Stuff
Entertainment Corporation on Wednesday, October 23rd in
Manchester, New Hampshire.  "The uniqueness of the assets we
have to sell should create a tremendous amount of curiosity from
the public in general," stated Michael Askenaizer, the Court
Appointed Trustee.  "We have 4 Hummers, a Plymouth Prowler, PT
Cruisers, VW Bugs, Motor homes and all kinds of promotional
items from leather jackets, skis, snowboards, shirts and hats to
tents, an inflatable slide, computers, etc.  It is just
incredible."

Good Stuff Entertainment Corporation was a promotional company
for companies such as Pepsi(R), Dunkin Donuts(R), Mountain
Dew(R), Budweiser(R), Cracker Jack(R), and many others.  The
company had several locations throughout the East, and
everything was brought back to the Manchester, New Hampshire
location on East Industrial Park Drive.  The auction is open to
the public and will begin at 10:00 a.m., and is expected to last
all day with over 1,000 lots to be sold.  There will be an
inspection tomorrow, October 22nd from 9:00 a.m. to 4:00 p.m.,
and auction morning, Wednesday, October 23rd, from 8:00 a.m. to
10:00 a.m.

The Trustee and several creditors were present at the Bankruptcy
Court for a hearing for a "Motion To Sell".  The Court approved
the Motion, and Paul McInnis, Inc. Auctioneer of North Hampton,
New Hampshire will conduct the auction.  All assets will be sold
free and clear of any liens.  A brochure and catalog can be
downloaded at http://www.paulmcinnis.com  

Details on the auction can be found at:
http://www.paulmcinnis.com/schedule/detail.cfm?auctionid=228


HORIZON NATURAL: Brings-In Robert M. Miller for Financial Advice
----------------------------------------------------------------
The Board of Directors of Horizon Natural Resources
(Nasdaq:HZON.PK) appointed Robert C. Scharp, currently a
Director, as Chairman and Acting CEO. It appointed Scott M.
Tepper, currently a Director, as Chief Restructuring Officer of
the company. The company also announced it has retained Robert
M. Miller of Financo, Inc., as its financial advisor to review
strategic options.

Donald P. Brown, current Chairman and CEO, and Michael F.
Nemser, current Chief Financial Officer, were both appointed
consultants to the company to ensure a smooth transition and
continuing progress in the company's revitalization program. All
appointments are effective immediately.

Scharp commended both men, saying, "Don and Michael contributed
significantly to our company's operational and financial
management strategies that are essential to our future course.
Their leadership skills helped build and keep a strong employee
base during a most challenging year. Although we are
disappointed to lose their long-term commitment, both will be
active over the coming transition months. Thanks to their
efforts, we are fortunate to have a strong and experienced
operating and financial management team in place as we go
forward."

Scharp has been a Horizon director since May of this year. He is
the former CEO of Anglo Coal Australia Pty. Ltd., previously
known as Shell Coal Group of Brisbane. He has more than 25 years
of high-level experience in the energy industry. He had a 22-
year career with Kerr-McGee Corporation, including four years as
president of its coal division.

Tepper has also been a Horizon director since May of this year.
He is the founder and, since 1994, principal of KST Consulting,
a restructuring consulting firm. He served as Chairman of the
Executive Committee of The Grand Union Companies during their
restructuring and as acting COO of Bioplexus, Inc., during its
restructuring. From 1994 to 1997, he was acting Chief Operating
Officer for Medisolution, and was instrumental in the
development of this company from four employees to one of the
largest health-care technology companies in Canada. Tepper
currently is Vice Chairman of Bioplexus, Inc.

Horizon Natural Resources Company (formerly known as AEI
Resources Holding, Inc.) conducts mining operations in five
states with a total of 42 mines, including 27 surface mines and
15 underground mines:

     --  Central Appalachian operations includes all of the
company's mining operations in southern West Virginia and
Kentucky, currently totaling 36 surface and underground mines,
which produced approximately 12.2 million tons of coal (65
percent of total production) during the first six months of
2002.

     --  Western operations includes mining in Colorado,
Illinois and Indiana, currently totaling six surface and
underground mines, which produced approximately 6.6 million tons
(35 percent of total production) during the first six months of
2002.

                         *   *   *

As reported in Troubled Company Reporter's September 30,
edition, Horizon Natural Resources initiated discussions with
holders of its credit facility and will contact senior secured
debt holders, so as to avoid being in violation of one or more
of its debt covenants.

Management communicated that production shortfalls at
certain of the company's lower-cost sites will necessitate
alternative production plans for the remainder of the year,
which will increase the company's costs per ton. The company has
identified the problems and is implementing plans to recover
shortfalls where they have occurred and are projected to occur.
However, the solutions are not short-term in nature, and cost
impacts are likely to remain for the foreseeable future.


HOST AMERICA: Must Seek Loan Pact Modification or Refinancing
-------------------------------------------------------------
Host America Corporation consists of three principal operating
divisions: Host Business Dining, Lindley Food Service and
Selectforce. Lindley Food Service and Selectforce conduct their
operations through entities which are wholly-owned subsidiaries
of Host.  Host Business Dining is a contract food management
organization that specializes in providing full service
corporate dining, and such ancillary services as special event
catering, and vending and office coffee products to business and
industry accounts located in Connecticut, New York, New
Hampshire, New Jersey, Massachusetts and Rhode Island.  The
Lindley Food Service subsidiary provides fresh, unitized meals
for governmental programs, such as senior nutrition programs,
Head Start programs, school breakfast and summer school
programs, primarily under fixed-price contracts in Connecticut,
Texas and Massachusetts.  The Selectforce subsidiary is a
regional employment and drug screening company offering criminal
histories, motor vehicle reports, workers compensation records,
verification of education and social security numbers, credit
reports and previous employment verification.  Selectforce is
able to provide its services to clients throughout the United
States and currently has clients in Oklahoma, Texas, Missouri,
Kansas and Arkansas.

In connection with Host's acquisition of Lindley, it obtained a
$2,500,000 term note payable, maturing on November 30, 2003, and
a $1,500,000 (as amended) revolving line of credit, maturing on
November 30, 2002, with Webster Bank.  The term note and
revolving line of credit are collateralized by  substantially
all of the assets of Host.  At June 30, 2002, Host owed
$1,501,556 on the term note and had borrowings outstanding on
the revolving line of credit of $1,437,889. The term note and
the revolving line of credit are subject to certain financial
covenants, noncompliance with which would be considered an event
of default and provide Webster Bank with the right to demand
repayment prior to the maturity dates.  Host was not in
compliance with several covenants at June 29, 2001, however, the
bank waived its right to exercise its remedies in default for
the instances of noncompliance, but reserved the right to demand
repayment upon future violation of debt covenants in any
quarter.  Pursuant to the First Amended and Restated Commercial
Loan and Security Agreement dated April 5, 2002, Webster Bank
agreed to modify certain financial covenants and extended the
maturity dates on the term note and revolving line of credit, to
the maturity dates reflected above.  In addition, Webster Bank
required Host to establish with the bank a blocked depository
account in the amount of not less than $100,000.  The Success
Fee was to be paid to the bank upon the sooner of (1) the
maturity date, (2) payment in full of the term note, (3) the
refinance of the loans or (4) the sale of substantially all of
the assets and/or the controlling shares in any of the Host
companies.  In the event that the term note was not paid in full
by October 1, 2002, Host would be required to deposit an
additional $50,000 in the blocked account to bring the total
Success Fee to $150,000.

Host was in compliance with the revised financial covenants as
of June 30, 2002, however, Host did not establish with the bank
a blocked depository account as required by the amendment to the
loan documents. As a result of this failure, Host is in default
of the amended bank agreements and as a remedy for default, the
bank may demand repayment of both loans and foreclose on the
collateralized assets of Host.  As of the date of the filing of
its latest financial information with the SEC, no such demand
has been made.  However, the bank has notified Host that it will
not renew the revolving line of credit which matures on November
30, 2002.  Since the bank may demand repayment of the loans
outstanding, the term note payable has been classified as
current in Host's consolidated balance sheet as of June 30,
2002.  The classification results in a working capital
deficiency of $1,202,524. These conditions raise substantial
doubt about Host's ability to continue as a going concern.

If Host is unable to negotiate a modification to its loan
agreements or refinance with another lender, Host may face
foreclosure of its assets and not be able to continue as a going
concern.

Negotiations are presently under way to obtain a modification to
the loan agreements to extend the maturity of the revolving line
of credit and extend the payment of the Success Fee.  In
addition, Host is in negotiations with other lenders to
refinance the term note and revolving line of credit and to
raise additional capital.  However, Host cannot predict what the
outcome of the negotiations will be.  These conditions raise
substantial doubt about Host's ability to continue as a going
concern.  Host financial statements have been prepared assuming
that Host will continue operating as a going concern and meet
its obligations as they become due and contemplates the
realization of assets and the liquidation of liabilities in the
normal course of business.  However, as a result of the default
and inability to meet its obligations under the revolving line
of credit absent a new agreement with Webster Bank or obtaining
a new lender, Host's independent auditors have issued a "going
concern" opinion with respect to the audited financial
statements as of and for the year ended June 30, 2002.

Host's current officers, directors and family members
beneficially own approximately 42% of the total voting stock
outstanding, including options for common stock such individuals
may have the right to exercise. Host's Articles of Incorporation
do not authorize cumulative voting in the election of directors
and as a result, Host's officers and directors currently are,
and in the foreseeable future will continue to be, in a position
to have a significant impact on the outcome of substantially all
matters on which shareholders are entitled to vote, including
the election of directors.  In addition, based on the large
number of shares currently owned by management, any sales of
significant amounts of shares by Host's officers and directors,
or the prospect of such sales, could adversely affect the market
price of Host's common stock.  Certain officers and directors
are currently subject to lock-up agreements with respect to
certain of their shares.  In addition, these individuals, if and
when they sell their shares, are subject to the volume
limitations imposed by Rule 144 with respect to sales by
affiliates.

Host's net revenues for the fiscal year ended June 30, 2002 were
$24,370,150 as compared to $21,636,168 for the year ended June
29, 2001. Accordingly, revenues increased $2,733,982 or
approximately 13%.  The increase in net revenues was primarily a
result of increased revenues from Lindley, which accounted for
$1,511,749 of the increase.  In addition, revenue increased by
$839,116 and $465,522 from the Contra-Pak operation for ten
months and Selectforce for three months, respectively. Host's
revenues decreased $82,405 from the previous fiscal year.
Management expects to continue to increase the Company's
revenues during the next fiscal year through the addition of
more senior feeding programs, and a full year of sales from
Contra-Pak and Selectforce.

Gross profit rose $889,794, a 19% increase, for the fiscal year
ended June 30, 2002 when compared to the year ended June 29,
2001.  Gross profit as a percentage of sales increased from 22%
for the year ended June 29, 2001 to 23% for the year ended June
30, 2002, primarily due to the increased revenues in the higher
margin lines of Lindley, Contra-Pak and Select and improved cost
controls at the unit levels.  Host generated a net operating
profit (before other income and expenses, provision for income
taxes, and other comprehensive income on interest rate swap
adjustments) of $380,296 for the year ended June 30, 2002 as
compared to net operating income of $232,904 for the year ended
June 29, 2001.  Host generated net income of $70,085 after
provision for income taxes of $36,000 and before other
comprehensive income on interest rate swap adjustments of
$31,291 for the year ended June 30, 2002 as compared to a net
loss of $42,387, after provision for income taxes of $44,500 for
the year ended June 29, 2001.  The improvements in both
operating and net income for the year ended June 30, 2002 were a
direct result of the Lindley and Selectforce acquisitions and
the continued effort by Host to control expenses.  Host expects
to continue to improve profitability through the increased
growth of its senior feeding programs, its Selectforce operation
and the continued reduction of expenses generated by improved
operating efficiencies.

The ability of Host to continue as a going concern is dependent
on Host's ability to successfully negotiate a modification to
the existing loan agreements and to refinance its term and
demand notes payable with another lender.  Host is actively
negotiating with the bank and has discussed financing options
with several lenders.  In addition, Host is seeking additional
equity financing however, to date, Host has been unsuccessful in
obtaining any funding commitments.  The Company's current
financial statements do not include any adjustments that might
be necessary if Host is unable to continue as a going concern.


HPL TECHNOLOGIES: Mark Harward, et. al., Sue PwC for Fraud
----------------------------------------------------------
Three Dallas-area technology entrepreneurs have sued
international accounting firm PricewaterhouseCoopers on claims
that the firm certified false and misleading financial
statements of a publicly traded company whose shares fell to
pennies on the dollar within five months of a $33 million stock
trade.

Plaintiffs Mark Harward, Brenda Stoner and Merrill Wertheimer
say PricewaterhouseCoopers verified the strong financial
position of San Jose, Calif.-based HPL Technologies Inc., prior
to the trio merging their successful technology company, Covalar
Technologies Group Inc., and its subsidiary TestChip
Technologies, with HPL in February 2002 in exchange for $10
million in cash and approximately $33 million in HPL stock.

According to the Plaintiffs, PricewaterhouseCoopers audited and
approved HPL's financial statements for the three years
preceding HPL's initial public offering in July 2001 even though
HPL's financial results were based on non-existent revenue
fraudulently reported by the company's CEO, David Lepejian.
These fraudulent financial statements were included in a
prospectus approved of and distributed by UBS Warburg, the lead
underwriter of HPL's IPO, also a named defendant in the lawsuit.

On July 19, 2002, HPL surprised the financial world when it
announced that the company was investigating internal financial
and accounting irregularities, and that Chairman and Chief
Executive Officer David Lepejian was being removed. HPL's stock,
which closed at $14.10 per share a day earlier, fell to $4.00
per share before trading was halted. The company's stock has now
been de-listed, and currently sells for approximately $0.10 per
share.

"This is another sad example of the financial scandals that are
plaguing the business world," says Mark Werbner, lead counsel
for the plaintiffs and a name partner in Dallas' Sayles, Lidji &
Werbner. "PricewaterhouseCoopers assured our clients and the
investing public that HPL Technologies was in a strong financial
position even though the company's CEO provided false financial
statements, completely fabricating as much as 80% of the
company's purported sales. Had they performed their job
properly, PricewaterhouseCoopers' auditors would have detected
this scheme."

Last month, the U.S. Attorney's Office for the Northern District
of California filed criminal charges against HPL's former CEO
Lepejian for allegedly fabricating customer orders that made up
most of the company's software sales for the last fiscal year.
In addition, the Securities and Exchange Commission has
announced that Lepejian has settled civil fraud charges for
allegedly creating more than $28 million in nonexistent sales
that resulted in HPL overstating its 2002 revenues by 328%.

If you would like more information on the lawsuit against
PricewaterhouseCoopers and UBS Warburg, please contact attorney
Mark Werbner at 214/939-8711 or call Bruce Vincent at 214/559-
4630 or pager 888/361-8452.


IMPERIAL CREDIT: Debtholders' Agent Will Hold Sale October 24
-------------------------------------------------------------
Wilmington Trust Company, solely as collateral agent for Holders
of Senior Secured Debt of Imperial Credit Industries, Inc., will
sell 100 percent of the issued and outstanding capital stock of
Southern Pacific Bank, a California Industrial Bank, to the
highest qualified bidder in a public sale taking place on
October 24, 2002 at 10:00 a.m. in the offices of offices of
Ruttan & Tucker, LLP.

The sale of the bank stock is being conducted, pursuant to
Article 9 of the New York Uniform Commercial Code, to enforce
the rights of the holders of the Debtor's Senior Secured Debt,
by reason of the Debtors' defaults.

The Bank, subject to regulation by the Federal Deposit Insurance
Corporation and the California Department of Financial
Institutions, is a wholly-owned subsidiary of ICII, a public
company whose main office is located in Torrance, California.

The bidding procedures specifies that a minimum bid shall be $1
million, and any overbids shall be made in increments of
$100,000. Control of the bank by the successful bidder will also
need approval from the FDIC and the DFI.    


INTEGRATED HEALTH: Court OKs Settlement Agreement with Westhaven
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approves
the Letter Agreement between the Integrated Health Services,
Inc. Debtors and Westhaven Reno LLC and expunges prepetition
claims related to the Washoe Facility. The Contested Matter
over a claim on the proceeds is dismissed with prejudice.

However, the Court is unable to summarily determine the relative
rights of Westhaven and Allfirst Bank to the settlement
proceeds. Accordingly, Judge Walrath defers ruling on this issue
until the next general omnibus hearing date.  The $300,000
payment by the Debtors contemplated by the Letter Agreement is
stayed until further Court order.

                            *    *    *

To recall, Integrated Health Services, Inc., and Westhaven Reno
LLC disputed over the lease for a 129-bed nursing facility in
Sparks, Nevada -- known as the Washoe Convalescent Center.  IHS
Acquisition No. 151 Inc., was the tenant.  IHS guaranteed the
obligations of IHS 151 under the Lease and Westhaven is an
assignee of the landlord.

Pursuant to a Court order, the lease was rejected nunc pro tunc
to March 29, 2001 with administrative rent paid through April
19, 2001.  The Debtors started the process of closing down the
Facility in February 2001.  The last employees left in early
April 2001.

In August 2001, Westhaven filed a motion alleging that the
Debtors' acts and omissions irreparably harmed the Washoe
Facility, especially as an ongoing business enterprise.  
Westhaven asserted an administrative claim for:

    (i) postpetition breaches of the Lease,
   (ii) waste;
  (iii) negligence, and
   (iv) conversion.

The damages asserted were $3,000,000 for diminution or
destruction of the Washoe Facility, and $310,000 for the value
of converted equipment and supplies.

The Debtors disputed Westhaven's allegations.

Extensive document discovery was carried out, and depositions
were taken across the country.

The parties then engaged in mediation before Erwin Katz, a
retired Bankruptcy Judge from Chicago who now frequently acts as
a mediator for the Delaware Bankruptcy Court.  The agreement
reached is the result of the mediation proceedings before Mr.
Katz.

Pursuant to the Agreement, the Debtors will pay Westhaven
$300,000 as an administrative claim in settlement of all claims
by the landlord in connection with the Washoe facility.  Upon
this payment, the Contested Matter will be resolved and the
Washoe-related prepetition claims will be expunged.  The
prepetition claims asserted seek $1,177,996.66 for prepetition
rent, lease rejection rent and other charges. (Integrated Health
Bankruptcy News, Issue No. 44; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


ITC DELTACOM: US Trustee Appoints 5-Member Creditors' Committee
---------------------------------------------------------------
Donald F. Walton, the Action United States Trustee names
creditors to serve in the Official Committee of Unsecured
Creditors pertaining to the chapter 11 case of ITC Deltacom ,
Inc.  The appointed creditors are:

     1. The Bank of New York, as Indenture Trustee
        101 Barclay Street, 8W,
        New York, NY 10286
        Attn: Irene Siegel, Vice President
        Tel: Tel: 212-815-5081, Fax: 212-815-5131;

     2. HSBC Bank USA
        10 East 40th Street
        New York, NY 10016-0200
        Attn: Russ Paladino, Vice President
        Tel: 212-525-1324, Fax: 212-525-1366;

     3. Appaloosa Management, L.P.
        26 Main Street, Chatham, NJ 07960,
        Attn: Ronald Goldstein
        Tel: 973-701-7000, Fax: 973-701-7055;

     4. Provident Investment Management, LLC
        1 Fountain Square, Chattanooga, TN 37402
        Attn: Ben Stephen Miller & Robert Brendan Olin,
        Tel: 423-755-7282(Olin); 423-755-3362 (Miller);
        Fax: 423-755-2590 (Olin), 423-755-1671 (Miller); and
     
     5. Quattro Fund Limited
        230 Park Avenue, New York, NY 10169
        Attn: Sherri Andrews/Brian Swain
        Tel: 212-499-2484, Fax: 212-499-2695.

ITC Delatacom, Inc., an exempt telecommunications company and a
holding company, filed for chapter 11 protection on June 25,
2002. Rebecca L. Booth, Esq., Mark D. Collins, Esq. at Richards,
Layton & Finger, P.A., and Martin N. Flics, Esq., Roland Young,
Esq., at Latham & Watkins represent the Debtors in their
restructuring efforts. When the Company filed for protection
from its creditors, it listed $444,891,574 in total assets and
$532,381,977 in total debts.


KAISER ALUMINUM: Gets Nod to Enter into Risk Management Deals  
-------------------------------------------------------------
After reviewing the merits of the case, Judge Fitzgerald
authorizes Kaiser Aluminum Corporation and its debtor-affiliates
to enter into risk management transactions in a manner
consistent with past business practices, including the ability
to post margin.

Judge Fitzgerald also rules that the funds used to post margin
will be free and clear of any liens, claims or encumbrances
including any liens, claims or encumbrances of the Debtors'
postpetition secured lenders.  The interest of the counter-
parties in the funds posted by the Debtors as margin will
constitute a first perfected lien in that margin.  Additionally,
Judge Fitzgerald allows counter-parties to the Risk Management
Transactions to liquidate and setoff their transactions in
accordance with the terms of the underlying contract without
obtaining relief from the automatic stay.

                         *    *    *

Pursuant to the Settlement Procedures, the Debtors would be
authorized in the settlement of any action to agree to:

A. In the instance of an action against one or more of the
   Debtors:

   a. if the action is covered by the Debtors' insurance
      policies, permit the party or parties to recover the
      settlement amount from available insurance proceeds;

   b. the allowance of a general unsecured claim against the
      applicable Debtor or Debtors;

   c. make an Authorized Payment upon the parties' entry into
      the settlement; or,

   d. a combination of these settlements;

B. In the instance of an action by one or more of the Debtors
   against a third party, accept one or more payments after the
   parties' entry into the settlement.

The Settlement Procedures further provides that:

A. For each settlement entered into in accordance with the
   Settlement Procedures, the Debtors will be authorized,
   without further notice or Court approval, to take all actions
   as are necessary or appropriate to effectuate the settlement
   and, if the settlement contemplates the payment of an
   Authorized Payment, to make the Authorized Payment, in full
   in cash, upon the consummation of the settlement.

B. The Settlement Procedures will not apply to any compromise
   and settlement of an action that involves an "insider," as
   that term is defined in Section 101(31) of the Bankruptcy
   Code.

C. Within 30 days after the end of each calendar quarter, the
   Debtors will prepare a Settlement Report itemizing each
   settlement consummated pursuant to the Settlement Procedures
   during the prior calendar quarter.  The Settlement Report
   will set forth for each settlement:

   a. the names of the settling parties;

   b. whether the Action was by or against the applicable Debtor
      or Debtors;

   c. the Settlement Amount;

   d. the general unsecured claim, if any, allowed in connection
      with the settlement; and,

   e. the Authorized Payment, if any, made in connection with
      the settlement.

D. The Debtors will serve each Settlement Report on:

    a. the U.S. Trustee;
    b. counsel to the Creditors' Committee;
    c. counsel to the Asbestos Committee; and,
    d. counsel to the Debtors' postpetition lenders. (Kaiser
    Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
    Service, Inc., 609/392-0900)   


KMART: Court Allows Payment of Compromised Reclamation Claims
-------------------------------------------------------------
Kmart Corporation and its 37 debtor-affiliates obtained the
Court's authority to pay compromised reclamation claims.  The
Debtors will pay those reclamation claimants who voluntarily
participate in a freshly unveiled Reclamation Payment Program.

To date, the Debtors have resolved 516 claims of the 2,500
reclamation demands that total $112,000,000.  Individual
resolved reclamation claims range in size from $0 to $7,900,000.

The Debtors will pay eligible claimants 75% of their Allowed
Reclamation Claim in full satisfaction of their Claim.  An
Eligible Claimant is one who has received a fully executed
settlement agreement with the Debtors with respect to a
reclamation claim.  Accordingly, all Eligible Claimants may
participate in the Reclamation Payment Program.

In order to participate in the Reclamation Payment Program,
Eligible Claimants must send a written request to participate
to:

                   Alice Buckley
                   Re: Reclamation Payment
                   Legal Department
                   Kmart Corporation
                   3100 West Big Beaver Road
                   Troy, Michigan 48084-3163

The Reclamation Payments will be made on the later of:

    -- November 30, 2002; or

    -- 30 days after an Eligible Claimant elects in writing to
       receive payment pursuant to the Reclamation Payment
       Program.

Significantly, by accepting the payment under the Reclamation
Payment Program, an Eligible Claimant agrees, without the
necessity of executing a separate agreement, to these terms and
conditions:

  (a) The payment of 75% of the Eligible Claimant's Allowed
      Reclamation Claim constitutes a waiver, release,
      discharge, and satisfaction of any and all rights and
      claims that the Eligible Claimant has ever had, or will or
      may have, against the Debtors arising from, or in
      connection with, the goods constituting the basis for the
      Allowed Reclamation Claim, and of any other reclamation
      rights for the same goods that the Eligible Claimant has
      asserted against the Debtors;

  (b) Within 18 months from the date of the Reclamation Payment,
      the Eligible Claimant, unless it is a factor, will
      continue:

          (i) supplying goods to the Debtors on customary trade
              terms that the Eligible Claimant provided goods to
              the Debtors before the Petition Date; and

         (ii) providing other favorable trade practices and
              programs that are at least as favorable to the
              Debtors as those in effect before Chapter 11
              Petition;

  (c) In the case of a factor, within 18 months from the date of
      the Reclamation Payment, the Eligible Claimant will
      continue to factor clients supplying goods and services to
      the Debtors on the same or better customary factor terms
      before the Petition Date;

  (d) The Debtors do not in any way waive any claims they may
      have against the Eligible Claimant relating to
      preferential or fraudulent transfers, or other potential
      claims, counterclaims or offsets with respect to the
      Eligible Claimant.  Rather, the Debtors expressly reserve
      their rights to pursue those claims, and any and all other
      claims they may seek to advance against the Eligible
      Claimant in the future other than those arising
      specifically in connection with the Allowed Reclamation
      Claim; and

  (e) The Debtors may assert a Reserved Defense, pursuant to the
      Reclamation Procedures approved by the Court, against the
      Eligible Claimant.  If a Reserved Defense is adjudicated
      in the Debtors' favor:

        (i) the Eligible Claimant will immediately repay to the
            Debtors the Reclamation Payment in proportion to the
            amount of the Allowed Reclamation Claim disallowed;
            or

       (ii) in the discretion of the Debtors, the Eligible
            Claimant will apply the amount as directed by the
            Debtors.

      The Eligible Claimant must continue to comply with the
      terms and conditions set forth unless its Allowed
      Reclamation Claim is disallowed in its entirety.

In the event the Debtors believe that an Eligible Claimant who
participates in this Payment Program is in default of the Terms,
the Debtors may send written notice of the default to the
Eligible Claimant.  Upon receipt of the default notice, the
Eligible Claimant will either:

  (1) refund the Reclamation Payment to the Debtors in full; or

  (2) show cause as to why it is not in default of the Terms al
      the next regularly scheduled omnibus hearing.

If the Eligible Claimant does not show cause, it will be
required to refund the Reclamation Payment. (Kmart Bankruptcy
News, Issue No. 35; Bankruptcy Creditors' Service, Inc.,
609/392-0900)

Kmart Corp.'s 9.0% bonds due 2003 (KM03USR6), DebtTraders
reports, are trading at 17 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KM03USR6for  
real-time bond pricing.


LEGACY HOTELS: Q3 Working Capital Deficit Tops CDN$41 Million
-------------------------------------------------------------
Legacy Hotels Real Estate Investment Trust (TSX: LGY.UN)
announced its unaudited financial results for the three and nine
months ended September 30, 2002. (All amounts are in Canadian
dollars).

"We are pleased with Legacy's recent performance as it
demonstrates the continued strength of the portfolio. Our third
quarter results were impressive, including an 8.0% increase in
revenue per available room, or RevPAR, and a 21.0% improvement
in net income," said William R. Fatt, Vice Chairman and Chief
Executive Officer of Legacy.

            Three Months Ended September 30, 2002

Third quarter operating revenues increased 10.9% to $194.1
million on the strength of portfolio-wide RevPAR improvements as
well as the acquisition of the Sheraton Suites Calgary Eau
Claire, which contributed an additional $5.8 million. Hotel
EBITDA for the three months ended September 30, 2002 improved to
$61.2 million compared to $55.7 million in 2001. Hotel EBITDA
margin, defined as hotel EBITDA as a percentage of operating
revenues, was 31.5% compared with 31.8% in the third quarter of
2001. This decline in margins relates to the reversal of
management incentive fee accruals in the third quarter of 2001.

Net income of $37.5 million was up 21.0% from $31.0 million in
the third quarter of 2001. Third quarter distributable income
and distributable income per unit were $38.0 million and $0.45,
respectively, compared with $31.9 million and $0.39 in 2001,
respectively. The increase in distributable income results from
improved performance throughout the portfolio combined with the
July 2002 acquisition of the Sheraton Suites Calgary Eau Claire.

RevPAR increased 8.0% for the quarter, driven by a 3.4 point
improvement in occupancy and a 3.3% increase in average daily
rate. RevPAR at the Fairmont managed properties was up 7.1% due
to increases in both occupancy and ADR of 3.2 points and 2.8%,
respectively. At the Delta managed properties, RevPAR improved
10.7% as a result of a 3.9 point increase in occupancy and a
5.1% increase in ADR.

               Nine Months Ended September 30, 2002

For the nine months ended September 30, 2002, Legacy reported
operating revenues of $487.3 million, an increase of 5.2% over
$463.1 million reported in 2001. Hotel EBITDA improved 5.1% to
$118.5 million. The year-to-date increase in revenues is
primarily attributable to a portfolio-wide RevPAR improvement as
well as the addition of the Sheraton Suites Calgary Eau Claire
during the third quarter.

Legacy reported net income of $47.5 million for the nine months
ended September 30, 2002 compared to $45.4 million in 2001 and
distributable income per unit decreased to $0.58 from $0.62 in
the prior period. Diluted distributable income per unit
decreased to $0.56 from $0.61 in 2001. The distributions on the
convertible debentures negatively impacted distributable income.

Year-to-date, Legacy's RevPAR increased 3.8% from improvements
in both ADR and occupancy. RevPAR for Fairmont managed
properties improved 3.0% as a result of increases in occupancy
and ADR of 1.8 points and 0.4%, respectively. The Delta managed
properties experienced better results with a 5.9% increase in
RevPAR due to increases in both occupancy and ADR of 0.8 points
and 4.7%, respectively.

For this quarter, the company also reports a working capital
deficit with current assets of $141,932,000 and current
liabilities of $183,355,000.

                   Corporate Developments

The third quarter marked the first period of ownership and
operations of the Sheraton Suites Calgary Eau Claire following
its acquisition on July 12, 2002. The high quality, all-suite
hotel is in one of Calgary's prime downtown locations, at the
heart of the city's vibrant Eau Claire Market shopping and
recreation district.

During the third quarter, new labor contracts were successfully
settled at The Fairmont Hotel Vancouver, The Fairmont Empress,
The Fairmont Royal York, the Delta Bessborough and the two
Montreal properties. In early October, a new labor contract was
settled at the Delta Toronto East. On December 31, 2002, the
main labor contract at Fairmont Le Chateau Frontenac expires.
Although it is not possible to predict the outcome of  
negotiations, management is hopeful that a reasonable settlement
will be reached.

Legacy's Board of Trustees declared a third quarter distribution
of $0.185 per unit to unitholders of record as of September 30,
2002, payable on or about October 20, 2002. The distribution was
consistent with that of the first and second quarters of 2002.
Distributions are reviewed each quarter and established to a
level that the Board of Trustees believes to be sustainable.
For the past four quarters, FHR, Legacy's largest investor with
an approximate 36% interest, had chosen to receive units instead
of cash in accordance with Legacy's Distribution Reinvestment
Plan. This quarter, FHR elected to return to receiving cash
distributions in light of Legacy's performance and the
continuing strength in the Canadian economy.

                        Outlook

"We have been pleased with Legacy's performance during the
difficult operating environment in 2002. We expect considerable
year-over-year growth in the fourth quarter given the current
strength in the Canadian economy. In addition, minimal new hotel
supply in our key markets should facilitate continued
stability," said Mr. Fatt.

Commenting on Legacy's future growth, Mr. Fatt concluded, "We
believe Legacy has the financial capability to continue growing
its portfolio. We are currently pursuing acquisition
opportunities that we believe would complement our existing
portfolio while increasing the long term value for our
unitholders."

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


LEGACY HOTELS: Commences $150 Million Equity Offering
-----------------------------------------------------
Legacy Hotels Real Estate Investment Trust (TSX: LGY.UN) has
entered into an agreement to sell to a group of underwriters,
led by RBC Dominion Securities Inc., 19.5 million trust units at
$7.70 per trust unit to raise proceeds of approximately $150
million. The offering is being made by means of a prospectus
filed in Canada. Closing of the offering is expected to occur on
November 4, 2002 and is subject to regulatory approvals.

Proceeds from the offering will be used to either fund a portion
of the purchase price of the Monarch Hotel in Washington, D.C.
or to repay debt incurred in the acquisition thereof, to fund
the repayment of Legacy's existing indebtedness and for general
corporate purposes.

In the offering, Fairmont Hotels & Resorts Inc., (TSX/NYSE:FHR)
has agreed to subscribe for 6.5 million trust units of Legacy to
maintain its ownership position at the current level of
approximately 36%.

The securities offered have not been and will not be registered
under the United States Securities Act of 1933, as amended, and
may not be offered or sold within the United States or to, or
for the account or benefit of, U.S. persons except in certain
transactions exempt from the registration requirements of the
U.S. Securities Act.

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

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


LEVEL PROPANE: Jacobs Group Wins Court Nod to Run Operations
------------------------------------------------------------
Winter heating supplies for homeowners and businesses in 14
states are assured as a group led by business executive Richard
E. Jacobs has received court approval to invest in and manage
Level Propane Gases Inc.  New management, including local
businessman and former public official Richard Anter as
president, is now operating the business.

Jacobs' investment of approximately $15 million will allow the
management team to continue to provide propane and honor
customer contracts throughout the winter and rebuild a strong,
viable operation.

"As the heating season gets under way, customers can count on
Level Propane to provide the service they deserve and deliver
the propane supplies they depend on, without threat of
interruption," said Jacobs.  "And employees are assured of new
stability with a company that is financially healthy once
again."

Level Propane has been under the supervision of the Bankruptcy
Court since June 6.  The reorganization plan proposed by the
Jacobs group received interim approval from U.S. Bankruptcy
Judge Randolph Baxter.  The Jacobs consortium expects to
complete the bankruptcy reorganization process in the spring of
2003.

The company has approximately 134 employees at its Westlake
headquarters and an additional 205 throughout its 14-state
service territory - Illinois, Iowa, Indiana, Kentucky, Michigan,
Missouri, New Mexico, New York, Ohio, Pennsylvania, South
Carolina, Tennessee, West Virginia and Wisconsin.

In addition to Jacobs, the investment group includes Glenn
Pollack of Candlewood Partners LLC, a Cleveland-based merchant
bank specializing in corporate restructurings; David Glickman of
Sedgewick Capital Partners LLC, a Cleveland-based private equity
group; and Union Partners LLC, a Cleveland- based operating
investment group.

Jacobs is chairman and chief executive officer of the Richard E.
Jacobs Group, which has long been one of the nation's most
established and respected owners, developers and managers of
commercial real estate.  He was also the principal owner of the
Cleveland Indians baseball team from 1986 to early 2000, turning
it from a perennial cellar-dweller into one of professional
sports' most successful and admired franchises.


LSP-PIKE ENERGY: Shaw Group Files Involuntary Chapter 7 Petition
----------------------------------------------------------------
The Shaw Group Inc., (NYSE: SGR) has filed an involuntary
petition for liquidation of LSP-Pike Energy, LLC, under Chapter
7 of the Bankruptcy code in the United States Bankruptcy Court
for the Southern District of Mississippi, Jackson Division. The
Company has also filed suit against Pike's parent company, NRG
Energy, Inc., and its parent, Xcel Energy, Inc. (NYSE: XEL),
along with its officers in the United States District Court for
the Southern District of Mississippi, Jackson Division. On
August 5, 2002, Shaw announced that it had entered into an
agreement with Pike, and its parent NRG, a subsidiary of Xcel,
to acquire substantially all of the assets of the Pike project
in exchange for forgiveness of sums owed to the Company, and the
payment of $43 million by the Company to NRG. To date, the Board
of NRG and its lenders have not approved the agreement.

The Shaw Group Inc., is the world's only vertically-integrated
provider of comprehensive engineering, procurement, pipe
fabrication, construction and maintenance services to the power,
process and environmental & infrastructure sectors. Shaw is
headquartered in Baton Rouge, Louisiana, and currently has
offices and operations in North America, South America, Europe,
the Middle East and Asia-Pacific. Shaw employs more than 20,000
people annually. Additional information on The Shaw Group is
available at http://www.shawgrp.com


MARINER POST-ACUTE: Has Until Feb. 28, 2003 to Challenge Claims
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extends
the deadline for Mariner Post-Acute Network, Inc., and its
debtor-affiliates to file objections to claims in their Chapter
11 cases until February 28, 2003.

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

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

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

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

  (iv) the greater period of limitation as may be fixed or
       extended by the Bankruptcy Courts or by agreement between
       a Debtor and the holder of the Claim. (Mariner Bankruptcy
       News, Issue No. 35; Bankruptcy Creditors' Service, Inc.,
       609/392-0900)  


METROCALL INC: Has Until Dec. 31 to Make Lease-Related Decisions
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave nod
Metrocall, Inc., and its debtor-affiliates additional time to
decide on unexpired leases.  The Debtors have until the earlier
of the effective date of their plan of reorganization and
December 31, 2002 to decide whether to assume, assume and
assign, or reject the unexpired nonresidential real property
leases.

Metrocall, Inc., is a nationwide provider of one-way and two-way
paging and advanced wireless data and messaging services. The
Company filed for chapter 11 protection on June 3, 2002. Laura
Davis Jones, Esq., at Pachulski Stang Ziehl Young & Jones
represents the Debtors in their restructuring efforts. When the
Company filed for protection from its creditors, it listed
$189,297,000 in total assets and $936,980,000 in total debts.


MKTG SERVICES: Continues Talks re Potential Strategic Investment
----------------------------------------------------------------
MKTG Services, Inc. (Nasdaq: MKTG), a leading relationship
marketing company, announced the status of their restructuring
efforts.

The Company has been and continues to be in discussions with
several parties with respect to a potential strategic investment
in the Company. As previously disclosed, the purpose of such
discussions was to raise funds to make an offer to repurchase
and retire the existing Series E Preferred Stock. In the course
of such discussions, certain parties have expressed an interest
in acquiring certain assets or possibly all of the outstanding
stock of the Company.  The Board of Directors of the Company is
in receipt of several non-binding indications of interest and is
in the process of evaluating such possible transactions as well
as other options available to the Company to determine what is
in the best interests of its stockholders.

Jeremy Barbera, Chairman and CEO stated, "We are pleased with
the indications of interest that we have received.  If the
Company receives the cooperation of the holders of the Series E
Preferred Stock we should be able to effect a transaction under
terms that would be beneficial to all of our constituencies.  
Before coming to fruition, certain of the possible transactions
would require approval of both the common and preferred
stockholders of the Company."  While the Company hopes to make a
determination as to how it should proceed in the next 30-45
days, there can be no assurance that any such transaction will
be consummated.

MKTG Services, Inc., (Nasdaq: MKTG) is a leading relationship
marketing company focused on assisting corporations with
customer acquisition and retention strategies and solutions.  
Its customized marketing capabilities combine comprehensive
traditional marketing tactics with an aggressive integration of
sophisticated new media applications.  The Company's broad range
of services include; database marketing, list management, list
brokerage, direct mail processing, media planning/buying,
publisher's representation, and telemarketing and
telefundraising, as well as new media services which include
online community marketing, broadcast services, interactive
marketing, e-mail appending and sponsorship.

Operating in seven major cities in the United States, the
Company provides strategic services to Fortune 1000 and other
prominent organizations in key industries including:  
Entertainment, Publishing, Fundraising, Business-to-Business,
Education and Financial Services.  General Electric Company has
been the largest shareholder of the Company since 1997.

The corporate headquarters is located at 333 Seventh Avenue, New
York, NY 10001. Telephone: 917-339-7100.  Additional information
is available on the Company's Web site:
http://www.mktgservices.com

At June 30, 2002, MKTG Services' balance sheets show that its
total current liabilities eclipsed its total current assets by
about $2.6 million.


NETWORK ACCESS: Selling Network Assets & Customers to DSL.net
-------------------------------------------------------------
DSL.net, Inc. (NASDAQ: DSLN), a leading nationwide provider of
broadband communications services to businesses, has reached a
definitive agreement to acquire network assets and associated
subscriber lines of Herndon, Va.-based Network Access Solutions
Corporation, a leading regional broadband solutions provider for
businesses.

The purchase price under the acquisition agreement is $17
million, consisting of $7 million in cash and the assumption of
certain liabilities in an aggregate principal amount of no more
than $10 million.

NAS filed a voluntary petition for Chapter 11 reorganization in
June 2002. As a result, the agreement is subject to the approval
of the U.S. Bankruptcy Court of Delaware. Under the bankruptcy
proceedings, competing bids may be submitted to acquire the NAS
assets and associated subscriber lines covered by the DSL.net
agreement.

The NAS network extends from Virginia to Massachusetts, and
includes approximately 13,000 on-network business subscriber
lines. The NAS network spans a part of the country that is home
to the most robust data communications traffic in the world and
represents the densest region for business in the United States.

"We are pleased to have reached this stage in our efforts to
acquire these assets from NAS and believe this transaction will
benefit the existing customers of both companies. This
acquisition would expand our network capabilities and our
ability to offer innovative products and services for business
customers," said David F. Struwas, chairman and chief executive
officer of DSL.net.

If the transaction is approved by the bankruptcy court and the
other closing conditions are satisfied, DSL.net expects that
this transaction will be completed in 2002.

Based in New Haven, Conn., DSL.net, Inc. combines its own DSL
facilities, nationwide network infrastructure, and Tier I
Internet Service Provider capabilities to provide high-speed
Internet access and value-added services directly to small- and
medium-sized businesses throughout the United States. A
certified CLEC in all 50 states, plus Washington D.C., and
Puerto Rico, DSL.net sells to businesses, primarily through its
own direct sales channel. DSL.net augments its direct sales
strategy through select system integrators, application service
providers and marketing partners. In addition to a number of
high-performance, high-speed Internet connectivity solutions
specifically designed for business, DSL.net product offerings
include Web hosting, DNS management, enhanced e-mail, online
data backup and recovery services, firewalls, virtual private
networks and nationwide dial-up services. For more information
on DSL.net, visit http://www.dsl.net e-mail info@dsl.net, or  
call 1-877-DSL-NET1 (1-877- 375-6381).


NEXELL THERAPEUTICS: Board of Direc. Adopts Plan of Liquidation
----------------------------------------------------------------
Nexell Therapeutics Inc., (OTCBB:NEXL) said its board of
directors adopted a plan to liquidate and dissolve the Company.
Based upon current information, the Company anticipates that a
cash distribution to common stockholders, which will exclude
Baxter Healthcare Corporation and its affiliates, will be $0.05
per share. Although the Company is unable to predict the precise
timing of such distribution it hopes to make the distribution
prior to year end. In order to be eligible to receive the
distribution, a stockholder must be a holder of record of common
stock on the record date set by the Board of Directors for such
distribution, which is expected to be the date the Company files
its certificate of dissolution with the State of Delaware.

In reaching its determination that the plan of liquidation and
dissolution is in the best interests of the Company, the Board
of Directors considered a number of factors. As previously
disclosed, on May 15, 2002, the Board had authorized management
to immediately begin an orderly wind up of operations. Since
then the Company considered alternatives available to it in
effecting the wind up, including dissolution under Delaware law
or liquidation or reorganization under the Federal bankruptcy
code. In any such procedure, in light of the liquidation
preference of the Company's outstanding Series A and Series B
Preferred Stock in the aggregate amount of approximately $151
million, there would be no remaining value available for
distribution to the holders of common stock. After discussions
with Baxter and its affiliates, which will hold all of the
preferred stock, such holders have agreed to consent to a cash
distribution to the holders of common stock in connection with
the liquidation and dissolution of the Company under Delaware
law.

As a Delaware corporation, the Company must obtain stockholder
approval for the plan of liquidation and dissolution. The
Company and Baxter have entered into an agreement pursuant to
which: (i) Baxter and certain of its affiliates have agreed to
acquire from the Company's holders of Series B Preferred Stock
such preferred stock, (ii) Baxter and its affiliates will
accelerate the pre-existing put of their stock to Baxter
International Inc., (iii) Baxter and its affiliates will convert
a portion of such stock sufficient to give them ownership of a
majority of the outstanding shares of common stock, and (iv)
Baxter and its affiliates will then, as majority holders of
common stock, approve the plan of liquidation and dissolution by
written consent. The put was granted by Baxter International
Inc. in November 1999 in connection with the Company's issuance
of the Series B Preferred Stock. Baxter currently owns
approximately 17% of the Company's common stock.

As a common stockholder Baxter will waive its right to the $0.05
per share distribution. As the then sole preferred stockholders
Baxter and its affiliates will receive substantially all of the
remaining assets of the Company, other than a contingency
reserve to satisfy current and anticipated liabilities, in
partial satisfaction of their liquidation preference. Pursuant
to the plan of liquidation and dissolution, the Company will
establish a liquidating trust by year end to which will be
contributed any assets not distributed to the stockholders. In
connection with the plan of liquidation and dissolution, the
Company will file with the SEC an information statement, which
will be mailed to stockholders following its filing with the
SEC. Investors and security holders are urged to read this
document as it contains important information about the plan of
liquidation and dissolution and related matters. After it is
filed, investors and security holders may obtain copies of the
document free of charge from the SEC's Web site at
http://www.sec.gov No proxies will be solicited from Company  
stockholders with respect to the plan of liquidation and
dissolution.

Effective October 17, 2002, and after the adoption by the Board
of Directors of the plan of liquidation and dissolution, Victor
W. Schmitt was appointed by the Board of Directors to be a
director of the Company.  Mr. Schmitt, who formerly was a
director from December 1997 until May 10, 2002, is an employee
of Baxter. It is anticipated that Innovir Laboratories, Inc., a
majority owned subsidiary of the Company, will be liquidated in
the near future. As a result of the liquidation preference held
by the Company as the sole holder of preferred stock of Innovir,
it is not expected that there will be any assets available to
distribute to the holders of common stock of Innovir.

Located in Irvine, California, Nexell Therapeutics Inc., is a
biotechnology company that was focused on the modification or
enhancement of human immune function and blood cell formation
utilizing adult hematopoietic (blood-forming) stem cells and
other specially prepared cell populations. Nexell was developing
proprietary cell-based therapies that address major unmet
medical needs, including treatments for genetic blood disorders,
autoimmune diseases, and cancer. The Company is currently in the
process of winding down operations.


ORALABS INC: Fails to Maintain Nasdaq Continued Listing Criteria
----------------------------------------------------------------
OraLabs Holding Corp., (Nasdaq:OLAB) announced that on October
15, 2002, OraLabs Holding Corp., received a letter from The
Nasdaq Stock Market, Inc., notifying the Company that for the
last 30 consecutive trading days, the Company's common stock has
not maintained a minimum market value of publicly held shares of
$1,000,000.00 as required for continued inclusion by Marketplace
Rule 4310(C)7. In accordance with Marketplace Rule
4310(C)(8)(B), the Company is provided with 90 calendar days, or
until January 13, 2003, to regain compliance. If, at any time
before January 13, 2003, the MVPHS of the Company's common stock
is $1,000,000.00 or more for a minimum of 10 consecutive trading
days, Nasdaq will provide written notification that the Company
complies with the Rule (although under certain circumstances,
the Nasdaq Staff may require that the MVPHS equals $1,000,000.00
or greater for more than 10 consecutive trading days before
determining that the Company complies). If compliance with the
Rule cannot be demonstrated by January 13, 2003, Nasdaq will
provide written notification that the Company's securities will
be delisted, and at that time, the Company may appeal the
determination to a Listing Qualification Panel. There can be no
assurance that such an appeal would be successful.

OraLabs, Inc., manufactures Ice Drops(R) brand oral care
products, Lip Rageous(R), Lip Naturals(TM), Chap Ice(R),
Essential Lip Moisturizer(TM), and brands of lip balm. The
product line includes breath drops, breath sprays, sour drops
and sprays, lip balms and a variety of private label products.
The Company's products are sold through more than 50,000 retail
outlets in the United States and in over 35 foreign markets.
Additionally, OraLabs supplies products to various Airlines.


OUTBOARD MARINE: Ill. Court Fixes Nov. 15, 2002 Claims Bar Date
---------------------------------------------------------------
By Order of the U.S. Bankruptcy Court for the Northern District
of Illinois under the Honorable Ronald Barliant, all persons and
entities, including government units, who have or may have any
claim against Outboard Marine Corporation and its debtor-
affiliates are directed to file proofs of claims against the
Debtors on or before November 15, 2002 or be forever barred from
asserting their claims.

All proofs of claim must be received before the Claims Bar date
by:

      The OMC Claims Agent
      P.O. Box 560
      Waukegan, IL 60079-560              

Alex D. Moglia, the Chapter 7 Trustee, will collect and
liquidate OCM's properties. If the Trustee can collect enough
money, OCM's creditors may be paid some of the debts owed them
in the order of the priority specified in the Bankruptcy Code.


OUTSOURCING SOLUTIONS: Moody's Junks Several Senior Debt Ratings
----------------------------------------------------------------
Moody's Investors Service downgraded several debt ratings of
Outsourcing Solutions.  

Rating Actions                            To            From

* $75 Million senior secured credit
  facility,                              Caa1            B2

* $125 Million senior secured term
  loan A due 2005,                       Caa1            B2

* $275 Million secured term loan B
  due 2006,                              Caa1            B2

* $100 Million guaranteed senior
  sub notes due 2006,                     Ca            Caa1

* Senior Implied rating                  Caa1            B2

* Issuer rating                          Caa3            B3

Outlook is negative.  

The downgraded ratings reflects the current weak economy's
effect on the company's receivable portfolios, expected to
experience lower recovery rates. The ratings also consider  
Outsourcing Solutions' high debt leverage, recent financial
performance, and debt maturity schedule.

Outsourcing Solutions is an accounts receivable management
company providing outsourcing services, purchases portfolios,
and offers recovery related services. The company is
headquartered in St. Louis, Missouri.  


OWENS CORNING: Obtains Fourth Extension of Exclusive Periods
------------------------------------------------------------
With Owens Corning and debtor-affiliates' modified request,
Judge Fitzgerald extends the Debtors' exclusive period within
which to propose and file a Chapter 11 plan through and
including November 26, 2002, and their exclusive period during
which to solicit acceptances of that plan from their creditors
to January 28, 2002. (Owens Corning Bankruptcy News, Issue No.
39; Bankruptcy Creditors' Service, Inc., 609/392-0900)   

Owens Corning's 7.70% bonds due 2008 (OWC08USR1) are trading at
30 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=OWC08USR1for  
real-time bond pricing.


PALLET MANAGEMENT: Kaufman Rossin Issue Going Concern Opinion
-------------------------------------------------------------
Pallet Management is the first pallet company in the United
States to become publicly traded in the estimated $6 billion
pallet industry. The Company is a leader in total solutions for
pallet and other transport packaging requirements and offers a
wide variety of products and services, from pallet
manufacturing, to reverse distribution of transport packaging
assets. The primary users of Pallet Management's services are
companies from various industries, including steel and metal,
chemical and fluid, paper and fiber, furniture, beverage and
printing.

For the year ended June 29, 2002, Pallet's net sales decreased
34% to $47,799,439 from $72,167,233 for the prior year. This
decrease was due mainly to the closings of the Alabama and
Illinois facilities, which serviced one main customer. The
decrease in sales from these two facilities were $20.4 million
in fiscal 2002 as compared with fiscal 2001. Additionally, the
decline in business experienced by its Lawrenceville, Virginia
facility, which began in January 2001 continued until February
2002. That decline was caused primarily by soft general economic
conditions and negatively impacted sales during fiscal year 2002
as compared with fiscal year 2001 by $3.4 million. Sales other
than new pallet sales, comprised principally of service,
accounted for 3% of net revenues, as opposed to 4% of net
revenues the previous year. These sales dropped from
approximately $2,047,000 in fiscal year 2001 to approximately
$1,887,000 in fiscal year 2001. The decrease is primarily due to
a slightly reduced demand from that facility's main customer.

Cost of sales for 2002 was $44,810,597, or 93.7%  of net sales,
as compared to $67,035,408, or 92.9%, of net sales for 2001.
This increase in cost of sales in relation to net sales, is
primarily due to the mix in sales and still reflects the more
efficient operations that were achieved in production throughout
fiscal year 2001. In addition, Pallet continued to focus on cost
control as production slowed in two facilities (Alabama in the
beginning of the fiscal year and Illinois at the beginning of
the third fiscal quarter) and reduced spending. Efficiencies
were maintained in the plants by controlling machine down time
and improved production planning during periods of reduced
demand.

Selling, general and administrative expenses were $3,681,120, or
7.7%, of net sales in 2002, as compared to $4,320,719, or 6.0%,
of net sales in 2001. This increase is primarily due to
decreased sales volume in Alabama and Illinois with a lag in
corresponding decreases in costs. Reductions were made in many
areas including travel, entertainment, legal and salaries to
offset the decrease in revenues, however, the Company incurred
runoff expenses as these operations wound down inclusive of
salaries, severance payments and rent/utilities without
production and sales. Additionally, the Company has not put its
nailing machine from the Alabama facility into service since the
latter plant's closure. The nailing machine has not been used in
over 12 months and is sitting idle in the Company's Indiana
facility. The Company took an impairment write down of $154,740
on this machine as of June 29, 2002. Customers are still being
sought for production utilizing this machine, but it appeared
unlikely that the asset costs would have been recovered at its
then net book value and therefore, the write down was required.
Thje Company's corporate structure during the year became more
streamlined as it reduced headcount to offset the decreased
revenues associated with these plant closings.

Net interest expense decreased to $379,864 in 2002 from $528,078
in 2001. This decrease came as a result of both reductions to
the prime interest rate and reductions in Company loan amounts.
Pallet no longer borrowed against inventories in Alabama and
Illinois (plant closings), which reduced its average
debt. Additionally, a tight focus on cash management allowed the
Company to reduce its net borrowings on an ongoing basis.

Net losses for 2002 were $1,144,424 compared to a net income of
$302,984 in 2001. This difference of over $1.4 million is
primarily due to reductions in sales from the closed Alabama and
Illinois plants. The reduction in gross sales from those two
facilities totaled $20.4 million. The Company also saw declining
sales out of the Lawrenceville, Virginia facility by $3.4
million from the prior year due to poor economic conditions. The
Company reacted to the facility closures by reducing costs in
the second half of the year. The impact of those reductions will
not be felt until fiscal year 2003 due to the timing of those
reductions as some included run-off costs through May and June
(severance payments, rent, and contractual obligations).

Pallet Management had $72,561 of cash on hand at June 29, 2002,
compared to $232,635 at the beginning of fiscal year 2002. Net
cash provided from operating activities was $845,014 for the
year. The Company decreased its account receivables by
7approximately $1,086,000 and its inventories by approximately
$943,000 during the fiscal year. The account receivables
decreased as a result of improved collections, and the reduction
of sales due to two plant closings in fiscal year ending June
2002. The inventories were reduced primarily due to the two
plant closings and the effort to reduce  on-hand balances and
increase turns to generate effective uses of cash.

Management believes that existing cash on hand, cash provided by
future operations and services, additional borrowings under its
current line of credit, and a negative net working capital of
$2,636,000 as of June 29, 2002, may not be sufficient to finance
its operations, expected working capital and capital expenditure
requirements for the next twelve months. To have sufficient
capital, an increase in the order rate in the Lawrenceville,
Virginia operation needs to occur at a level twice that
experienced in fiscal 2002, and continued, consistent ordering,
with or without a contract renewal/extension with CHEP, needs to
happen from them. If this does not occur, the Company may not be
able to meet its obligations without additional financing during
fiscal year 2003.

Kaufman, Rossin & Company of Miami, Florida, in its August 22,
2002, statement accompanying the Company's financial reports
filed with the SEC has said: "[T]he Company may have difficulty
meeting current and long-term obligations. This factor raises
substantial doubt about the Company's ability to continue as a
going concern."


PAPER WAREHOUSE: Gets Waivers of Defaults Under Credit Agreement
----------------------------------------------------------------
Paper Warehouse, Inc., (OTCBB:PWHS) has received the requisite
consent from holders of its $4.0 million Convertible
Subordinated Debentures due 2005 to waive the breaches and
defaults existing under the indenture governing the Debentures.
The requisite number of Debenture holders also consented to
amend the indenture to make certain changes in its financial
covenants. The Company also announced that it has received a
waiver from its senior lender for the cross-default that existed
under its credit agreement as a result of the defaults under the
indenture. As a result, the Company will be permitted to make
all past due interest payments on the Debentures, which it
expects will be on or about November 12, 2002 as required by the
governing indenture.

"Receiving the waivers from our Debenture holders and our senior
lender allows us to make the past due interest payments to our
Debenture holders, which is very important to us," said Yale T.
Dolginow, the Company's president and chief executive officer.
He added, "In addition, we believe the changes made to the
financial covenants in the indenture allow us the flexibility we
need to manage and strengthen our business. We appreciate the
patience of our vendors and other business partners as we worked
through these issues with our Debenture holders and senior
lender. We remain committed to improving the financial results
of Paper Warehouse. The hiring of a bond solicitation firm to
help us obtain the requisite consents from our Debenture
holders, as well as our recently announced reduction in force
and administrative costs, are examples of steps we are
proactively taking in order to achieve improved results."

Pursuant to the Consent Solicitation, the Company asked the
holders of the Debentures to waive the Company's breach of a
covenant under the indenture governing the Debentures, which
required the Company to maintain a minimum consolidated net
worth of at least $7.0 million, the Company's breach of related
covenants using the definition of "consolidated net worth" and
the Company's failure to make a required interest payment in
June 2002. The Company also asked the holders of the Debentures
to approve amendments to the indenture eliminating financial
covenants that required the Company to maintain a minimum
consolidated net worth, revise the definition of "indebtedness"
to clarify that it covers only indebtedness for borrowed money,
revise the limitation on additional indebtedness to permit the
incurrence of corporate indebtedness of up to $18.0 million and
to add a new covenant restricting the Company from incurring
certain liens. As of the expiration date for the Consent
Solicitation, the Company had received consents from Debenture
holders holding 67.3% of the aggregate principal amounts of the
outstanding Debentures. As a result of receiving these consents,
the defaults and breaches under the indenture have been waived
and the Company has authority to amend the indenture as
described above.

Paper Warehouse specializes in party supplies and paper goods
and operates under the names Paper Warehouse, Party Universe,
and PartySmart.com, which can be accessed at
http://www.PartySmart.com/Paper Warehouse stores offer an  
extensive assortment of special occasion, seasonal and everyday
party and entertainment supplies, including paper supplies, gift
wrap, greeting cards and catering supplies at everyday low
prices. As of October 4, 2002, the company had 139 retail
locations (87 company-owned stores and 52 franchise stores)
conveniently located in major retail trade areas to provide
customers with easy access to its stores. The company's
headquarters are in Minneapolis.


PERSONNEL GROUP: Cites No Reason for Unusual Trading Activity
-------------------------------------------------------------
Personnel Group of America, Inc. (NYSE:PGA), a leading
information technology and professional staffing services
company, commented on Thursday's unusual trading activity in its
stock.

PGA Chief Executive Officer Larry Enterline said, "We cannot
explain the unusual trading activity in PGA's stock [Thurs]day,
other than to report what we believe to be a large holder
selling its position in our stock and creating a significant
order imbalance. Although our current share price might suggest
otherwise, our operations are working hard in this difficult
economic environment and we continue to believe that we are
doing the right things to position our company for better times
ahead. We look forward to giving you an update on our operations
and on our restructuring efforts in early November
simultaneously with the release of our third quarter earnings."

Personnel Group of America, Inc., is a nationwide provider of
information technology consulting and custom software
development services; high-end clerical, accounting and other
specialty professional staffing services; and technology systems
for human capital management. The Company's IT Services
operations now operate under the name "Venturi Technology
Partners" and its Commercial Staffing operations are being
rebranded "Venturi Staffing Partners" over the balance of 2002.

                          *     *     *

As previously reported in Troubled Company Reporter, Personnel
Group of America said it is "working hard to remain in
compliance with the New York Stock Exchange listing standards."
The Company continues to be monitored by the NYSE for compliance
with the business plan we submitted to the NYSE earlier this
year. The weak equity market and the balance sheet reduction in
shareholders' equity caused by the adoption of SFAS 142 have now
resulted in the Company dipping below the NYSE's $1.00 minimum
trading price and $50.0 million total shareholders' equity
requirements.

Additionally, the Company had cash on hand at the end of the
second quarter of $25.3 million, which preserves the Company's
negotiating options during discussions examining alternatives
for debt restructuring. Should those discussions not lead to a
near-term outcome, that cash on hand will be applied to debt
repayment.


PHOENIX INT'L: S. W. Hatfield Expresses Going Concern Doubt
-----------------------------------------------------------
Phoenix International Industries, Inc., is a holding company,
with primary interests in the telecommunications industry.  
During the year ending on May 31, 2002, the Company consisted of
Phoenix International Industries, Inc., the parent company and
three wholly owned subsidiaries, EPICUS, Inc., which is the
primary, and only active subsidiary, Moye & Associates, and Mic-
Mac Investments, Inc., which are currently inactive. Due to the
method of accounting used, the percentages of income are
reported by three segments, not by company. These segments and
their percentages of Phoenix' total income are: Computer
Consulting 12%, Telephone Services 88% and Acquisition Services,
a negligible %.

For the year ending May 31, 2001 Phoenix reported revenues of
$3,245,285 with a gross profit of $505,528, with operating
expenses of $5,008,772 and a net loss of $5,507,198 versus the
year ending May 31, 2002 with revenues of $6,029,792 and a gross
profit of $2,849,333, with operating expenses of $6,990,923 and
an operating loss of $4,141,590. These revenues resulted from
telecommunication service sales generated by Phoenix's
affiliates.

The year 2002 increase in gross profit was primarily
attributable to an increase in revenue coupled with lower cost
of sales resulting from more favorable pricing from several
suppliers, and the reduction net loss was primarily the result
of the decrease in staffing of both sales and operational
personnel. Phoenix anticipates the net loss to be eliminated and
instead to earn a net profit the year ending May 31, 2003. This
is based upon maintaining the current low ratio of operational
and sales expenses to revenue generated.  The current low ratio
is a direct result of increased computerization of billing and
provisioning, plus increased independent agent sales which are
only commissioned, not salaried plus commission. The "in house"
sales staff has also been greatly reduced as more emphasis is
placed on developing an independent agent sales network.

During the year ended May 31, 2002, Phoenix incurred net losses
of $5,019,558 compared to net losses of $5,507,198 for the
preceding year. Net losses for the year ended May 31, 2002,
continue to be the result of the Company's consolidated
operating loss of $4,141,590, the effect of posting additional
deposits to long distance carriers on behalf of EPICUS ($50,000
to Qwest Communications and $75,000 to Global Crossing) which
removed that money from the Company's cash flow, increasing the
amount of operating capital that had to be borrowed. The $75,000
deposit for Global Crossing has since been applied to that
carrier's bill thereby causing their bankruptcy to have no
effect on it. As Phoenix's revenues increase due to increasing
its customer base, it is expected that larger deposits will be
requested by the underlying carriers used by EPICUS, these
deposit increases are generally in the $50,000-$100,000 range
and can put a temporary strain on the Company's cash flow,
especially if they are requested from more than one carrier at
the same time. At this point Phoenix has no commitments for
additional capital expenditures for the next 12 months.

Also contributing to the Company loss during the period are the
continued expenses associated with continuing to operate and
maintain Phoenix's offices, professional fees, including legal
and accounting plus other expenses associated with being a
reporting public company. Company net losses for the year ending
May 31, 2001, continue to be the result of expenses involved
with supporting the day to day operation of EPICUS, and the
expenses of expanding its affiliates sales operations, including
the posting of additional deposits to long distance carriers on
behalf of EPICUS.  Phoenix also incurred non-cash expenses
associated with the issuance of 6,345,478 shares of stock to the
underwriters of the convertible debenture it entered into which
was reported in its financial statements for the period ended
May 31,2001.

In order for the Company to pay its operating expenses,
including office rents, communication expenses, accounting and
bookkeeping fees, printing and EDGAR preparation costs,
publication costs, and other general and administrative
expenses, it has been dependent upon the funds provided by non-
interest bearing loans from its executive officers, director and
shareholders, and the sale of stock under the terms of
Regulation S of the Securities Act of 1933.

The Company still continues to be dependent upon the willingness
of its executive officers/directors and consultants to accept
shares and/or defer compensation for continued services to it,
which services it considers to be valuable and necessary to
continued operations.

A substantial portion of the operating loss for the years ended
May 31, 2001 and 2002, was due to funding the operating losses
of EPICUS, as well as ongoing legal and accounting expenses
incurred in the implementation of the plan of reorganization of
EPICUS. Under the Bankruptcy "Plan of Reorganization", Phoenix
purchased and acquired 100% of the common stock of EPICUS, and
as the "Reorganized Debtor" it operates EPICUS' business. In
addition to the payment of $570,000 ten days after the Plan of
Reorganization was approved by the Court; a "Creditors Trust"
was established for all "Allowed Unsecured Claims" in excess of
$1,000, into which Phoenix paid an initial deposit of $100,000
and is to continue to make semi-annual deposits of $100,000 each
to a maximum of $500,000. In July of 2001 an agreement was made
with the Creditors Committee to reduce the semi-annual payment
to $50,000, on which the Company is currently three payments in
arrears. There remains a balance due to the Creditors Trust of
$350,000. For "Priority Claims" Phoenix agreed to pay a maximum
of $300,000 over a 6 year period plus 8% simple interest with an
initial deposit of $25,000. There is no structured payment
amount scheduled for the priority claims. There is a balance
remaining for Priority Claims of $275,000 plus interest of 8%.
The total balance due on the purchase of EPICUS is $625,000 plus
applicable interest.

As of May 31, 2002 Phoenix had $4,539 in cash in its operating
account. To assist it in its cash flow requirements the Company
may determine, depending upon the prevailing stock price of its
shares, to seek subscriptions from the sale of securities to
private investors, although there can be no assurance that iye
will be successful in securing any investment from private
investors at terms and conditions satisfactory to it, if at all.  
Assuming no unusual increase in expenses for the next 12 months,
at the present level of operations, the combined companies of
Phoenix will need a cash flow of approximately $595,000 per
month.

During the year ending May 31, 2001 Phoenix issued 27,946,770
shares of common stock for acquisitions, consulting services,
the employee stock option plan, private placement, offshore
investment under Regulation S, and the convertible debenture.

Previously, the Company has funded its capital requirements for
operating cash flow, by loans against its accounts receivable,
loans from shareholders, sales of equity securities and the
issuance of equity securities in exchange for assets acquired
and services rendered. During the 12 months ended May 31, 2001
the Company has been and is continuing to attempt to attract new
investment capital, which the Company believes will be necessary
to sustain its ongoing operations and to facilitate growth. To
that end on July 11, 2001, the Company sold $2,000,000 in
convertible debentures to two firms in New York. The Company
continues to explore opportunities to raise private equity
capital and, in conjunction therewith, to provide credit support
for the Company's operations and potential acquisitions.
Although the Company has in the past been, and continues to be,
in discussions with potential investors, there can be no
assurance that its efforts to raise any substantial amount of
private capital will be successful. Any substantial private
equity investment in the Company will result in voting dilution
of the Company's existing stockholders and could also result in
economic dilution. If the Company is unable to obtain new
capital, the Company will be unable to carry out its strategy of
growth through acquisitions and the long-term ability of the
Company to continue its operations may be in doubt.

Phoenix's monthly operating expenses do not reflect any salary
to Gerard Haryman or Thomas Donaldson, its executive officers,
whose salaries have been accrued, but not paid, at the rate of
$20,833 and $8,600 per month respectively. The Company does not
contemplate commencing full salary payments to Messrs. Haryman
and Donaldson unless and until it begins to generate positive
cash flow from operations.

Phoenix Internaional Industries' independent auditing firm, S.
W. Hatfield, CPA, of Dallas, Texas, under date of September 22,
2002, has stated: "[T]he Company continues to experience
operating losses and negative cash flow from operating
activities.  Liquidity during this period has been provided by
management and/or significant shareholders to provide sufficient
working capital to maintain the integrity of the corporate
entity.  These circumstances create substantial doubt about the
Company's ability to continue as a going concern."  


POLAROID CORP: Committee Gets Okay to Hire Wind Down Associates
---------------------------------------------------------------
The Official Unsecured Creditors' Committee in the chapter 11
cases involving Polaroid Corporation and its debtor-affiliates
obtained permission from the Court to retain Wind Down
Associates LLC as Chapter 11 wind down agent and future plan
administrator, nunc pro tunc to August 7, 2002.

With the Court approval, Wind Down will provide these services:

1. As wind down agent:

   (a) evaluate data availability and begin the process of
       reviewing and extracting data necessary to reconcile
       proofs of claim.  Organize and set-up a claims
       reconciliation process designed to effectively reconcile,
       among other things, over-stated and inappropriate
       secured, priority and administrative expense claims;

   (b) reconcile, if necessary and as appropriate, secured,
       priority, administrative expenses and unsecured claims;

   (c) review case to date activity to familiarize Wind Down
       with remaining assets, claims activity, issues and
       disputes in the case;

   (d) evaluate potential avoidance actions and fraudulent
       conveyances retained by the estate and not previously
       released;

   (e) assist the Debtors with the consummation of the Plan,
       including necessary filings with the Internal Revenue
       Services and other federal, foreign, state and local
       authorities as required;

   (f) establish a cash management program for the Debtors;

   (g) begin the planning process for dissolution of the
       Debtors, including, fact gathering and coordinating of
       the preparation of any outstanding and final tax returns;

   (h) review, establish, negotiate and procure insurance to
       satisfy the requirements of the Debtors;

   (i) review all cash distributions by the Debtors in excess of
       $15,000 and, to the extent Wind Down objects to the
       disbursement, provide written notice of the objection to
       the Debtors and their legal counsel; and

   (j) perform other tasks reasonable requested by the
       Committee.

2. As Plan Administrator:

   (a) take actions as required or allowed pursuant to the
       Plan, and complete the liquidation of the Debtors'
       remaining assets after the confirmation of the Plan;

   (b) reconcile, if necessary and as appropriate, claims
       pursuant to the Plan;

   (c) receive, conserve and manage the estate's assets, and
       sell or otherwise dispose of the assets for a price and
       upon the terms and conditions as it deems most beneficial
       to the estate, seek approval of the Bankruptcy Court, if
       necessary or appropriate, and execute deeds, bills of
       sale, assignments and other instruments in connection
       therewith;

   (d) protect, perfect and defend the title to any assets of
       the estate and enforce any bonds, mortgages or other
       obligations or liens owned by the estate;

   (e) prosecute or settle litigation claims and, in connection
       therewith, participate in or initiate any proceeding
       before the Bankruptcy Court or any other court of
       appropriate jurisdiction and participate as a party or
       otherwise in any administrative, arbitration or other
       non-judicial proceeding on behalf of the estate and
       pursue actions to settlement or judgment, provided,
       however, that the Plan Administrator will seek the
       approval of the Bankruptcy Court and the Committee or,
       from and after the effective date of the Plan, the Plan
       Committee before entering, on the final basis, into any
       settlement of a litigation claim in excess of $100,000.
       In connection with any compromise or settlement, the Plan
       Administrator will further consult, in good faith, with
       OEP and the Agent with respect to the compromise or
       settlement in accordance with the terms of the Sale Order
       and the procedures set forth in the Plan;

   (f) file tax returns as may be required by federal, foreign,
       state or local taxing authorities;

   (g) calculate and oversee distributions to the holders of
       claims entitled to distributions in accordance with the
       terms of the Plan and the Sale Order;

   (h) make arrangements as the Plan Administrator believes are
       in the best interest of the estate with regard to the
       retention of records and the provision of office space
       and staff needed to effect the terms of the engagement;

   (i) obtain and pay for liabilities and casualty insurance as
       the Plan Administrator will reasonably deem necessary
       for the protection of the estate, Wind Down and the Plan
       Administrator;

   (j) consult with or engage attorneys, accountants, appraisers
       or other parties deemed by the Plan Administrator to have
       qualifications necessary to assist him in the proper
       administration of the estate;

   (k) seek approval, where required or appropriate, from the
       Bankruptcy Court, and the Committee or, from and after
       the effective date of the Plan, the Plan Committee and
       to the extent required by the Sale Order, from OEP and
       the Agent, for actions taken or to be taken in
       furtherance of the execution of the terms set forth in
       the Plan or the Engagement Letter;

   (l) testify as required in connection with any litigation
       involving the assets of the Debtors or any motion before
       the Bankruptcy Court;

   (m) administer the Debtors' estate until the liquidation or
       abandonment of the Debtors' assets remaining at the
       effective date is complete and to render a final
       accounting which will be presented to the Bankruptcy
       Court and the Plan Committee for approval and for the
       discharge of the Plan Administrator, upon notice to the
       United States Trustee and the Plan Committee and other
       parties-in-interest as the Bankruptcy Court may direct;
       and

   (n) perform other tasks reasonably requested by the Committee
       or, from and after the effective date of the Plan, the
       Plan Committee.

In return, the Committee will compensate Wind Down these fees
and expenses:

   (a) The services performed by Mr. Stickel for the benefit of
       the Debtors will be billed by Wind Down at $300 per hour;

   (b) The compensation payable to Wind Down with respect to any
       other professional will be based on the hours charge,
       which range from $90 to $300 per hour.  Monthly fees
       under the Engagement Letter will not exceed $60,000 for
       the first two months of the engagement, $40,000 for the
       next eight months and $25,000 for each month thereafter
       until the termination of the engagement; provided,
       however, that to the extent the parties agree to a change
       in scope for the engagement, the monthly fee limitations
       will be reviewed and, upon approval of the Bankruptcy
       Court or with the prior written consent of the Committee,
       OEP and the Agent, increased or decreased,
       correspondingly to reflect the changes.  To the extent
       that the fees do not exceed the fee limitations, the
       unused portion of the amount for a particular month may
       be carried forward and applied in subsequent periods;

   (c) Wind Down staff will be reimbursed for all reasonable
       and documented out-of-pocket expenses incurred in
       connection with the engagement, including but not limited
       to: delivery and postage costs, photocopying expenses,
       telephone and facsimile charges and travel expenses;

   (d) Wind Down will be paid certain success fees, namely:

         (i) a success fee paid by the Debtors equal to 5% of
             the amount, if any, by which the Estate Costs are
             less than $27,000,000;

        (ii) a specific success fee paid by the Debtors equal to
             $40,00 if 100% if the face amount of all claims
             filed against the Debtors and 95% of the face
             amount of all other Claims filed against the
             Debtors are resolved by final and non-appealable
             court order on or before April 30, 2003; and

       (iii) pursuant to the Asset Sale Agreement between the
             Debtors and OEP, in the event the Estate Costs are
             less than $27,000,000, Wind Down will be entitled
             to receive an additional success fee -- Level One
             Success Fee -- equal to $440,000.  The Level One
             Success Fee will be paid to Wind Down by the
             Debtors to the extent that the Debtors have cash
             funds available for the payments thereof; provided,
             however, that the Debtors will not be required to
             sell or liquidate the Capital Stock in order to
             make cash funds available for any Level One Success
             Fee payment.  To the extent that the Debtors do not
             have cash funds available for the payment, the
             remaining unpaid balance of the Level One Success
             Fee will be paid on these terms:

              -- OEP will pay Wind Down 65.91% of the Unpaid
                 Balance; and

              -- the Agent will pay Wind Down 34.09% of the
                 Unpaid Balance;

        (iv) in the event OEP is obligated to pay any Estate
             Costs out of the First Basket, Wind Down will be
             entitled to receive an additional success fee --
             Level Two Success Fee -- equal to 3% of the
             remaining unpaid balance of the First Basket plus
             $240,000.  The Level Two Success Fee will be paid
             as:

              -- OEP will pay Wind Down the First Basket Fee,
                 plus $90,000; and

              -- the Agent will pay Wind Down $150,000;

         (v) in the event the Agent is required to pay any
             Estate Costs out of the Second Basket, but OEP is
             not obligated to pay any Estate Costs out of the
             Third Basket, Wind Down will be entitled to
             receive an additional success fee 00 Level Three
             Success Fee -- equal to 3% of the remaining unpaid
             balance of the Second Basket plus $90,000, to be
             paid as:

              -- the Agent will pay Wind Down the Second Basket
                 Fee; and

              -- OEP will pay Wind Down $90,000;

        (vi) in the event OEP is obligated to pay any Estate
             Costs out of the Third Basket but after payment
             there remains an unpaid balance in the Third
             Basket, Wind Down will be entitled to receive an
             additional success fee -- Level Four Success Fee --
             equal to 3% of the remaining unpaid balance.  OEP
             will pay the Level Four Success Fee to Wind Down;
             and

   (e) Wind Down will be entitled to draw payment for the fees
       and expenses from available cash on a monthly basis and
       will be subject to any outstanding orders or local rules
       of the Bankruptcy Court governing the payment of
       professionals in these cases.  Each payment will be
       based on a corresponding monthly invoice that will set
       forth in reasonable detail the fees and expenses.  Copies
       of the invoice will be promptly provided to the Debtors,
       OEP and the Agent and in the case of invoices provided
       prior to the effective date of the Plan to the Committee,
       and in the case of invoices provided on or after the
       effective date of the Plan, to the Plan Committee.

Wind Down intends to apply to the Court for allowances of
compensation and reimbursement of expenses in accordance with
the applicable provisions of the Bankruptcy Code, the Bankruptcy
Rules, the local rules of the United States Bankruptcy Court for
the District of Delaware and the orders of this Court for all
services performed and incurred until the confirmation of the
Plan. (Polaroid Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

Polaroid Corporation's 11.50% bonds due 2006 (PRDC06USR1),
DebtTraders reports, are trading at 5 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=PRDC06USR1
for real-time bond pricing.


PROVELL: Gets OK to Stretch Lease Decision Period until Jan. 7
--------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Southern District
of New York, Provell, Inc., and its debtor-affiliates obtained
an extension of their lease decision period.  The Court gives
the Debtors until January 7, 2003, to determine whether to
assume, assume and assign, or reject unexpired nonresidential
real property leases.

Provell, Inc., develops, markets and manages an extensive
portfolio of membership and customer relationship management
programs that provide discounts and other benefits to members in
the areas of shopping, travel, hospitality, entertainment,
health/fitness, finance, cooking and home improvement.  The
company filed for chapter 11 protection on May 9, 2002.  Alan
Barry Hyman, Esq., Jeffrey W. Levitan, Esq., David A. Levin,
Esq., at Proskauer Rose LLP represent the Debtors in their
restructuring efforts. When the Debtors filed for protection
from its creditors, they listed $40,574,000 in total assets and
in $82,964,000 total debts.


R&S TRUCK BODY: Creditors' Meeting Rescheduled for Thursday
-----------------------------------------------------------
The section 341(a) Meeting of R&S Truck Body Company, Inc., and
its debtor-affiliates' creditors, scheduled for last month, has
been rescheduled.  The new meeting date and time is October 24,
2002 at 2:15 p.m. at the Office of the U.S. Trustee, 80 Broad
Street, 2nd Floor, New York, New York.

R&S is a wholly-owned subsidiary of Barclay Investments, Inc.,
which is a wholly owned subsidiary of Standard Automotive
Corporation, both of which filed for Chapter 11 relief on March
19, 2002. R&S designs, manufactures and sells customized, high
end, steel and aluminum dump truck bodies, platform bodies,
custom large dump trailers, specialized truck suspension systems
and related products and parts. The Company filed for chapter 11
protection on June 3, 2002.  J. Andrew Rahl Jr., Esq., at
Anderson Kill & Olick, P.C., represent the Debtors in their
restructuring efforts. When the Company filed for protection
from its creditors, it listed $27,093,513 in assets and
$6,999,464 in debts.


REPRO MED SYSTEMS: Auditors Doubt Ability to Continue Operations
----------------------------------------------------------------
Sales of Repro Med Systems, Inc.'s core products increased for
the six-months ended August 31, 2002 vs. the six-months ended
August 31, 2001, with its Freedom60 sales increasing by 30% and
Res-Q-Vac sales increasing by 26%. Net sales increased 1%
overall from $875,563 (2001) to $887,082 (2002) for the quarter
despite the loss in sales of approximately $149,000 from a major
OEM customer for the six-months ended August 31, 2002 and
reduced sales for a low margin product line that the Company has
been phasing out over the last year.

Gross profit increased to 30% of net sales in 2002 from 28% in
2001 primarily resulting from cost containment reductions and
reductions in material costs.

Selling, general and administrative expense decreased 17% from
2001 to 2002 as a result of the reduction of sales and
administrative personnel, and decreased marketing and show
expenses.

Research and development expenses decreased 53% due to the fact
that the Company enlisted outside engineering help during the
six-months ended August 31, 2001 but not during the six-months
ended August 31, 2002.

Net loss for the six month period ended August 31, 2002, was
$68,061.

                    Liquidity and Capital Resources

During June 2000, Repro Med negotiated a $200,000 line of credit
with M&T Bank that is guaranteed by the President and one of the
Directors. The line of credit was intended for material
purchases for new orders and tooling. As of August 31, 2002,
$200,000 has been advanced on the line of credit. Although the
line expired on June 30, 2001, the bank verbally renewed the
line through February 2003.
  
The Company is attempting to achieve and maintain positive cash
flow by continuing to increase sales for the FREEDOM60 and RES-
Q-VAC, decreasing material costs and by pursuing capital
investment through debt or equity. The Company is working with
outside distributors to increase market share in the European
markets for the RES-Q-VAC, and to introduce the FREEDOM60 into
the European market. Currently, its distributor for the
FREEDOM60 in Italy is marketing the product and has received an
initial order. Repro-Med is in the process of validating new
lower-cost and more efficient vendors for its raw materials,
which will assist it in continuing to improve its margins on
current products. The Company has sufficient capital for ongoing
needs based on anticipated sales growth in the next six months
and maintaining careful control of expenses. The funds available
on August 31, 2002 are expected to meet cash requirements as
planned under current operating conditions at least for the next
12 months.

Recent operating losses, uncertainties associated with future
operating results, unpredictability related to Food and Drug
Administration regulations, introduction of competitive
products, limited liquidity, reimbursement related risks,
government regulation of the home health care industry, success
of the research and development effort, market acceptance of
FREEDOM60, availability of sufficient capital to continue
operations and dependence on key personnel all raise substantial
doubt about the Company's ability to continue as a going
concern.  


REPUBLIC WESTERN: Fitch Hatchets Financial Strength Rating to B-
----------------------------------------------------------------
Fitch Ratings has downgraded its 'BB+' insurer financial
strength rating on Republic Western Insurance Co., to 'B-'. The
rating remains on Rating Watch Negative, reflecting the near
term uncertainty at its parent company, AMERCO.

The rating action solely reflects Fitch's lowering of AMERCO's
senior unsecured debt and preferred stock ratings to 'DD' and
'D' from 'B+' and 'B-', respectively.

Fitch's actions reflect the announcement by Amerco on Oct. 15,
2002 that it suspended payment of its Series 1997-C Bond Backed
Asset Trust. The company had a $100 million bond issue due on
Oct. 15, 2002. A 'DD' rating indicates default but that
potential recoveries on the defaulted securities could range
between 50% and 90%. In addition, AMERCO announced that it had
retained Crossroads, LLP as its financial advisor to assist in
assessing its strategic alternatives as the company moves to
strengthen its financial position.

Given Republic Western's role in the overall AMERCO
organization, changes in the financial position of AMERCO can
have an indirect material effect on Republic Western's financial
strength and credit quality. At this time, the insurance
regulators in Arizona are not believed to have intervened with
Republic Western's operations. Republic Western has produced an
operating profit in the past two quarters.

Republic Western is a wholly owned subsidiary of AMERCO, the
parent company for U-Haul International, Inc.  U-Haul has a
leading market position in the consumer truck, trailer and
storage rental industry. Republic Western was initially formed
in 1973 to provide insurance for both U-Haul and its customers.
Over the years, Republic Western has externally expanded its
operation to supplement its U-Haul business.

  Entity/Issue/Type             Action     Rating/Rating Watch

               Republic Western Insurance Company

-- Insurer financial strength  Downgrade  'B-'/Negative.


SKYLINE MULTIMEDIA: Working Capital Deficit Widens to $10.5 Mil.
----------------------------------------------------------------
Skyline Multimedia Entertainment, Inc., is a holding company
incorporated under the laws of the State of New York on November
2, 1993, which owns all of the outstanding stock of its
operating subsidiaries, New York Skyline, Inc., and Skyline
Virtual Reality, Inc.  It has been engaged in the development
and operation of state-of-the-art simulator attractions at
established tourist sites in New York City.

On December 22, 1994, the Company commenced operations of the
New York Skyride, which is located in the Empire State Building
in New York City. New York Skyride is an exhilarating simulated
"aerial tour" of New York City in a futuristic "spacecopter".
New York Skyride features two 40 passenger flight simulators and
related computer-controlled film projection technologies to
provide visitors with a complete "New York" experience,
including an extensive pre-show area featuring interactive
multimedia exhibits depicting the various tourist sites and
attractions in and around the New York metropolitan area, and
culminating in a seven and a half minute aerial "adventure" in
and around New York City. Passengers will not only experience
the sensations of an actual aerial flight, but will also
experience visual images projected on screens within the
simulator that envelop the viewer with a variety of sights and
sounds. New York Skyride is intended to provide visitors with a
sensation of taking a "once in a lifetime" aerial adventure
around New York City.

During the year ended June 30, 2001, Skyline ceased its
operations of its interactive virtual reality entertainment
center, XS New York, which was located in the heart of Times
Square in New York City. XS New York featured the latest in
virtual reality hardware and software, simulation technology and
interactive participation game experiences. Additionally, the
facility included a "cybercafe" which offered computer terminals
that were linked to the Internet. As a consequence of the
cessation of operations, the Company has returned all equipment
related to its XS New York operations to its vendor and has
terminated the lease to its Times Square facility. As a result,
it incurred certain losses.

Company revenues have been generated primarily from ticket sales
for New York Skyride, with additional revenues generated from
the sale of food, beverages and souvenir merchandise. The
Company is also seeking to enter into corporate sponsorship and
advertising arrangements with certain consumer product companies
to provide additional revenues and marketing exposure.

As a result of the terrorists attacks on the World Trade Center
in New York City and the Pentagon in Washington, D.C. on
September 11, 2001, Skyline experienced significant losses in
revenues during the three months ended December 31, 2001.  This
was due to an immediate material decline in tourism and a
heightening of security measures that were taken in New York
City generally, and the Empire State Building in particular. In
addition to the recent terrorist events, tourism has suffered
due to the uncertain state of events caused by the ongoing U.S.
military campaign in Afghanistan, the events in Iraq and other
areas around the world as well as the economic downturn in the
United States and abroad. Although revenues generated from the
New York Skyride increased for the year ended June 30, 2002 as
compared to June 30, 2001, this increase was the result of an
increase in local tourism, which offset the decline in
international tourism, as well as an aggressive co-marketing
campaign conducted by the Company and the Empire State Building
during July and August of 2001, which was prior to the World
Trade Center terrorist attacks. Skyline is still unable to
determine the impact that these events have had, and will
continue to have, on its revenues and operations. Nevertheless,
the Company believes that the terrorist attacks, the continued
military action and the economic downturn have negatively
affected it. Further, it has indicated that it cannot be certain
that the Company will be able to maintain the revenue generated
from sales to local tourists or that a future terrorist attacks
would not interrupt or cause partial or complete cessation of
its business.

In addition to the foregoing, the Company is concerned that
certain portions of its film containing views of the World Trade
Center are inappropriate because of the September 11, 2001
attacks. As a result, it has commenced the process of editing
film to remove such portions of the film, as well as changing
the projection system currently used, which it anticipates will
cost approximately $600,000. The Company expects completion by
February 2003.

Revenues generated during the year ended June 30, 2002
aggregated $7,334,000 as compared to $7,956,000 for the year
ended June 30, 2001. The decrease in revenues from the prior
year is primarily due the closing of the XS New York facility in
January 2001, which generated approximately $1,155,000 of
revenues for the year ended June 30, 2001. The losses that
resulted from the closing of the XS New York facility were
offset by an increase in revenues generated by New York Skyride
for the year ended June 30, 2002. The increase in revenues for
the New York Skyride for the year ended June 30, 2002 as
compared to the revenues for New York Skyride generated for the
year ended June 30, 2001 was primarily resulted from more local
tourism to the Empire State Building.

Total operating expenses incurred for the year ended June 30,
2002 aggregated $6,195,000, as compared to $7,536,000 for the
year ended June 30, 2001. The decrease for the year ended June
30, 2002 was primarily due to the close of the Company's XS New
York Facility in January 2001 as well as the reduced amount of
labor costs for the year ended June 30, 2002. Additionally, the
Company reduced its corporate overhead expenses.

As a result of negotiations with certain creditors, the Company
recorded an extraordinary gain from the settlement of
liabilities of approximately $72,000 for the year ended June 30,
2001.

The basic and diluted net loss and loss per share before
extraordinary items was $610,000 and $0.27 for the year ended
June 30, 2002, as compared to $645,000 and $.28 for the year
ended June 30, 2001. This included interest expense of
$1,809,000 and $1,142,000 for the years ended June 30, 2002 and
June 30, 2001, respectively.

For the year ended June 30, 2002, Skyline had income from
operations (before extraordinary item, net interest,
depreciation and amortization) of approximately $1,744,000, as
compared to an income from operations (before extraordinary
item, net interest, depreciation and amortization) of
approximately $1,229,000 for the year ended June 30, 2001.
Income from operations improved from the previous year primarily
as a result of a reduction in corporate overhead expenses at New
York Skyride.

The working capital deficiency at June 30, 2002, was
approximately $10,485,000 compared to a working capital
deficiency of approximately $10,081,000 at June 30, 2001. While
the Company has generated cash from operations, such amount has
been offset by an increase in accrued interest on debt.

The Company has historically sustained its operations from the
sale of debt and equity securities, through institutional debt
financing and through agreements or arrangements for financing
with certain key suppliers.

However, the independent auditors firm of Cornick, Garber &
Sandler, LLP of New York, under date of September 18, 2002, has
stated: "[T]he Company has experienced significant losses before
extraordinary items in recent years and at June 30, 2002 has
substantial negative working capital and a substantial capital
deficiency. Also, since a substantial portion of the working
capital deficiency is comprised of notes payable that are due
currently, the Company is dependent upon the continued
forbearance of its principal creditors in not demanding payment
of the outstanding indebtedness. These factors raise substantial
doubt about the Company's ability to continue as a going
concern."


SPARTAN STORES: Q2 2003 Net Sales Slide-Down 5.3% to $797 Mill.
---------------------------------------------------------------
Spartan Stores, Inc., (Nasdaq:SPTN) reported financial results
for its fiscal 2003 second quarter ending September 14, 2002.

Consolidated net sales for fiscal 2003's 12-week second quarter
decreased 5.3 percent to $796.7 million from $841.1 million in
last year's second quarter. The overall sales decline was due to
difficult economic and competitive climates, the under
performance of the company's existing marketing program, and the
closing of 10 stores that took place during the second quarter.
The sales decline was partially offset by an improvement in the
company's convenience store distribution segment sales.

Second-quarter retail sales declined 7.1 percent, with
comparable-store sales declining 5.2 percent for the quarter; a
sequential improvement over the adjusted (excluding the effect
of an early Easter) 6.7 percent decline reported in the first
quarter.

"We reported an operating profit of $2.1 million in the second
quarter and have made meaningful progress strengthening our
balance sheet," said Spartan Stores' Chairman, President, and
Chief Executive Officer, James B. Meyer. "Working capital
reduction initiatives allowed us to generate $33.8 million in
cash from operations this quarter, approximately $15.0 million
more than last year's second quarter. This increase in operating
cash flow along with proceeds from the sale of non-operating
real estate allowed us to pay down approximately $23 million in
bank debt during the quarter. Including the current portion,
long-term debt at September 14, 2002, declined by $47 million,
or approximately 15 percent, to $274.1 million from $321.1
million at March 30, 2002."

Gross margin for the second quarter declined by 160 basis points
to 16.3 percent from 17.9 percent in last year's second quarter.
The decline was primarily due to the competitive environment in
the company's southern retail division, which began to
significantly affect retail gross margins in the third quarter
of last year, and a higher percentage of consolidated sales
coming from the lower margin convenience store distribution
segment. Selling, general, and administrative (SG&A) expense,
including depreciation and amortization, declined $5.5 million
compared to the prior year period as a result of the company's
cost cutting initiatives, store closings, and the elimination of
goodwill amortization. As a percentage of sales, SG&A expense
rose to 16.0 percent compared with 15.8 percent for the
corresponding period last year. The percentage increase was
principally due to sales declining faster than costs, reducing
fixed cost leverage. Earnings Before Interest, Taxes,
Depreciation, and Amortization (EBITDA), decreased to $15.1
million compared with $29.7 million in last year's second
quarter. The decline in EBITDA was due principally to lower
sales in the retail and grocery distribution segments, and
significantly lower gross margin rates in the southern retail
division.

Net loss for the second quarter totaled $586,000, compared with
net earnings of $9.2 million in last year's second quarter. The
quarter included $1.0 million of severance charges for the store
closings and staff reductions, a $0.4 million charge for an
additional write off of Kmart receivables, and a $0.4 million
gain from the sale of pharmacy records at closed stores. Also
included in the quarter was a $1.9 million pretax gain from the
sale of non-core real estate.

"We continued to refine our organizational structure and
business strategy during the second quarter," said Mr. Meyer.
"Fundamental changes included segregating critical elements of
our retail and distribution operations. Each operation now has
distinct merchandising and marketing responsibilities and more
focused performance accountability. We have appointed veteran
retail and distribution industry executives with proven track
records in these key positions. With this change, we now have
better organizational alignment with our customer base for each
business segment. This structure will also strengthen and
support our retail neighborhood marketing strategy by dedicating
resources to better understand and bring the right combination
of products and pricing to each unique market with a consistent
and high level of customer service. We have also modified our
retail pricing strategy to make us more competitive and believe
that consumers in our market areas will re-discover compelling
values on products they desire most.

"Cost controls in our grocery distribution network helped push
operating income for this segment up 2.5 percent in the second
quarter on an 8.9 percent decline in sales. Our marketing
program has also been fundamentally changed. Most importantly,
we have eliminated the advertising component, allowing our owned
stores and independent customers the desired flexibility to
design market specific promotional and merchandising programs.
This change significantly advances our goal of providing larger
product discounts and continually reducing costs to our owned
stores and independent customers, and we expect it to enhance
our opportunities to expand sales with existing and new
customers.

"We are also pleased to report an increase in convenience store
distribution sales during the quarter," continued Mr. Meyer.
"Our efforts to aggressively pursue new business is increasing
our market penetration and growing our customer base, while
price inflation in the cigarette category continues to benefit
our sales. Our information technology and excellent execution of
order accuracy, on-time delivery, and customer service is also
contributing to this segment's success. Similar to the structure
now in place for our retail and grocery distribution operations,
this business unit operates with separate resources in critical
areas necessary to service the distinct product and distribution
requirements of convenience store operators. Operational
integration with the grocery distribution segment occurs where
it economically improves customer service and network
efficiency.

"The fundamental and structural changes made during this
transitional period are creating a more operationally sound
organization that should bring each business segment closer to
our customers, helping to provide even better service and is
expected to drive operating and financial performance above the
levels that we have been reporting during this challenging
period. Examples of strong and successful regional grocery
operators are evident in our industry and we firmly believe that
these steps bring us closer to achieving our goal of being
included in that group."

Spartan Stores, Inc., (Nasdaq:SPTN) Grand Rapids, Michigan, owns
and operates 94 supermarkets and 21 deep-discount drug stores in
Michigan and Ohio, including Ashcraft's Markets, Family Fare
Supermarkets, Food Town, Glen's Markets, Great Day Food Centers,
Prevo's Family Markets and The Pharm. The Company also
distributes more than 40,000 private-label and national brand
products to more than 330 independent grocery stores and serves
as a wholesale distributor to 6,600 convenience stores.

                          *    *    *

As previously reported, Standard & Poor's assigned its single-
'B' rating to Spartan Stores Inc.'s planned $200 million senior
subordinated note offering due in 2012. A double-'B'-minus
corporate credit rating was also assigned to Grand Rapids,
Michigan-based Spartan. The outlook is negative. Pro forma total
debt is expected to be about $330 million.


SPORTS ARENAS: Independent Auditors Raise Going Concern Doubt
-------------------------------------------------------------
Sports Arenas, Inc., was incorporated as a Delaware corporation
in 1957. The Company, primarily through its subsidiaries, owns
and operates one bowling center, an apartment project (50%
owned), and a graphite golf club shaft manufacturer.  The
Company also performs a minor amount of services in property
management and real estate brokerage related to commercial
leasing.  The Company has its principal executive office at 7415
Carroll Road, Suite C, San Diego, California.  Overall, the  
Company and its consolidated subsidiaries have approximately 76
employees.

The independent auditors' report dated August 23, 2002 included
with the Company's current financial statements filed with the
SEC contained the following explanatory paragraph:

    "The accompanying consolidated financial statements have
been prepared assuming that the Company will continue as a going
concern. As discussed in Note 14 to the consolidated financial
statements, the Company has suffered recurring losses, has a
working capital deficiency and shareholders' deficit, and is
forecasting negative cash flows from operating activities for
the next twelve months.  These items raise substantial doubt
about the  Company's ability to continue as a going concern."

The Company is expecting a $500,000 cash flow deficit in the
year ending June 30, 2003 from operating  activities after
estimated distributions from UCV, and estimated capital
expenditures ($30,000) and scheduled principal payments on
short-term and long-term debt.

The short-term loan from the Company's partner in UCV* is due on
demand.  The Company is exploring selling its partner a portion
of the Company's interest in UCV in satisfaction of the
remaining loan obligations.  At this point management is unable
to assess the likelihood a transaction will be consummated.

Management expects continuing cash flow deficits until Penley
Sports develops sufficient sales volume  to become profitable.  
Although, there can be no assurances that Penley Sports will
ever achieve   profitable operations, management estimates that
a combination of continued increases in the sales of Penley
Sports and reduction of its operating costs will result in
Penley Sports and the Company achieving a breakeven level of
operations at the end of the next fiscal year.

Management is currently evaluating other sources of working
capital including the sale of assets or  obtaining additional
investors in Penley Sports. Management has not assessed the
likelihood of any other sources of long-term or short-term
liquidity.  If the Company is not successful in obtaining  other
sources of working capital this could have a material adverse
effect on the Company's ability to continue as a going concern.  
However, management believes it will be able to meet its
financial obligations for the next twelve months.

The Company has a working capital deficit of $685,296 at June
30, 2002, which is a $400,830 decrease from the working capital
deficit of $1,086,126 at June 30, 2001.  The working capital
deficit  decreased primarily due to distributions received from
UCV.  This source of funds was partially offset by $1,736,488 of
cash used by operations and the repayment of short term debt.

   *UCV owns a 542-unit apartment project (University City
Village) in the University City area of San Diego, California.  
The property is collateral for two notes payable by the
partnership totaling $38,000,000 as of June 30, 2002.


STATIONS HOLDING: Wants Lease Decision Time Extended to Nov. 17
---------------------------------------------------------------
Stations Holding Company, Inc., asks the U.S. Bankruptcy Court
for the District of Delaware for more time to decide what to do
with its unexpired leases.  The Debtor wants the Court to give
it until the earlier of the effective date of its Plan of
Reorganization and November 17, 2002, to determine whether to
assume, assume and assign, or reject its unexpired
nonresidential real property leases.

The Debtor tells the Court that it is not a party to any
nonresidential real property lease that has value it its estate.  
Nevertheless, the Debtor seeks this relief out of an abundance
of caution.

Stations Holding Company, Inc., is a holding company with
minimal operations other that from its non-debtor, wholly-owned
subsidiary, Benedek Broadcasting Corporation. Benedek
Broadcasting owns and operates 23 television stations located
throughout the United States. The Company filed for chapter 11
protection on March 22, 2002. Laura Davis Jones, Esq., at
Pachulski, Stang, Ziehl Young & Jones and James H.M. Sprayregen,
Esq. at Kirkland & Ellis represent the Debtor in its
restructuring efforts. When the Company filed for protection
from its creditors, it listed estimated debts and assets of more
than $100 million.


TEMBEC: Will Shut Down Kirkland Lake Sawmill Indefinitely
---------------------------------------------------------
Tembec announced it will shut down its Kirkland Lake, Ontario,
sawmill indefinitely as a result of the weakness of the softwood
lumber market and punitive countervailing and antidumping
duties. This closure will take effect within the next month when
roundwood inventories have been depleted, and will affect 23
employees in addition to the 38 presently temporarily laid off.
While supplies are available, 19 employees will be retained to
operate the drying and planing operations.

"The hardships created by these duties not only impact the
Canadian industry as a whole, but more directly put the burden
on employees such as the hard working and dedicated group at the
Kirkland Lake site", said Mr. Fred LeClair, President Forest
Products Group.

Company officials met with the sawmill management, the Union
executive, the employees and representatives of the Town of
Kirkland Lake to announce the Company's decision and discuss the
situation. The mill faces longer term competitiveness issues and
the Company will form a committee involving employees and Town
of Kirkland Lake representatives to find solutions, including
various possibilities of manufacturing products that could
ensure the facility's survival. The Company's objective is to
maintain as many jobs as possible while ensuring the mill's long
term competitiveness.

Tembec is an integrated Canadian forest products company
principally involved in the production of wood products, market
pulp and papers. The Company has sales of approximately $4
billion with over 55 manufacturing sites in the Canadian
provinces of New Brunswick, Quebec, Ontario, Manitoba, Alberta
and British Columbia, as well as in France, the United States
and Chile. Tembec's Common Shares are listed on the Toronto
Stock Exchange under the symbol TBC. Additional information on
Tembec is available on its Web site at http://www.tembec.com

                          *   *   *

As reported in the March 08, 2002 edition of Troubled Company
Reporter, Standard & Poor's assigned a BB+ rating to Tembec
Inc.'s proposed US$275.0 million senior unsecured notes. The
rating reflects its competitive cost structure within the
cyclical, commodity-oriented forest products industry; its
aggressive, yet measured, growth strategy; and its good revenue
diversity. These strengths are offset by Tembec's currently high
debt levels.


TTR TECH.: Delisting Action Stayed Pending Hearing Outcome
----------------------------------------------------------
TTR Technologies, Inc., (Nasdaq:TTRE) previously announced that
it intended to request a hearing regarding Nasdaq's intent to
delist the Company's Common Stock from the Nasdaq National
Market System as of the opening of trading on October 17, 2002,
on the basis of a Nasdaq Staff determination that the Company
fails to comply with either the minimum $10 million
stockholders' equity requirement or, until November 1, 2002, the
minimum $4 million net tangible assets for continued listing on
the National Market as set forth in Marketplace Rules
4450(a)(3).

A hearing before the Nasdaq Qualifications Listing Panel has
been scheduled for November 21, 2002. The delisting action has
been stayed pending the Panel's determination following the
hearing.

TTR -- http://www.ttrtech.com-- designs, markets and sells  
proprietary anti-piracy products. The company has developed and
commercialized products for the software and entertainment
industries and is expanding its product range and reach through
in-house development and joint ventures. In addition to
developing SAFEAUDIO(TM), TTR has invested in Digital Rights
Management Protection technologies as well as security solutions
for the DVD-ROM market. TTR has a joint development and
marketing agreement for music CD copy protection with
Macrovision Corporation (Nasdaq:MVSN). TTR's shares are listed
on the Nasdaq National Market (TTRE).


TXU EUROPE: Fitch Further Junks Rating Following Missed Payment
---------------------------------------------------------------
Fitch Ratings, the international rating agency, has lowered the
senior unsecured rating of TXU Europe Ltd., to 'C' from 'CCC'.
The Short-term rating is unchanged at 'C'. The ratings, which
also apply to certain obligations guaranteed by TXU Europe Ltd.,
remain on Rating Watch Negative. This rating action follows
confirmation that the European group has failed to make a coupon
payment due 15 October on the US$200 million Energy Group
Overseas B.V. 7.425% bonds which are guaranteed by TXU Europe
Ltd. As a result of this non-payment, a cure period of 30 days
has commenced.

This downgrade reflects Fitch's anticipation of imminent default
should the non-payment remain unresolved before the end of the
30-day cure period. It also considers the possibility of an
earlier default arising from the failure to fulfill other debt-
related demands such as put-related requirements or other coupon
payments.

On 4 October 2002, Fitch downgraded the ratings of TXE to
'BB'/'B' from 'BBB-' (BBB minus)/'F3'. TXE has confirmed that
this has triggered a potential put event upon the occurrence of
which, an Independent Financial Advisor is required to be
appointed by the issuer or the trustee within 21 days. In
Fitch's view, 13 days of the 21-day period have elapsed. Upon
appointment the IFA has to opine on whether the potential put
event is materially prejudicial to the noteholders. While there
is no clear timing as to the length of the IFA process upon any
determination that the potential put event is materially
prejudicial to the noteholders, this determination, in the
absence of error, is binding on all parties and noteholders may
exercise their option to put the notes to the issuer. Given the
current timing, Fitch considers that it is conceivable that
these notes could be put within the 30-day cure period for the
bonds.

In addition, during this 30-day cure period coupon payments fall
due in respect of the GBP275 million 2030 7.25%, the US$650
million 2005 6.45% and the US$500 million 2009 6.75% bonds.

LIQUIDITY PROTECTION: TXE's non-payment is at odds with the
agency's previous expectations of short-term liquidity available
to TXE, but is reflective of TXE's need to husband its existing
sources of liquidity as much as possible in anticipation of
possible creditor negotiations. This liquidity protection may be
at the expense of servicing existing debt obligations and, where
it does not conflict with the directorial duties in terms of
solvent trading, trade creditors.

SUSTAINABILITY OF RATING: The non-payment of material
obligations across the group will cause cross-default to the
majority of the TXE group's other debt and may well result in
formal insolvency procedures. There remains the possibility of
TXE implementing a standstill agreement or a series of
agreements within a short timeframe and thus avoiding a default.
Indeed Fitch considers that the structural imbalance and
therefore the relative negotiating position of the major
creditors supports the possibility of a standstill being
implemented, and Fitch understands that a standstill arrangement
is currently being discussed with certain of the European
group's creditors, though details on this remain unclear. Should
this occur, then the likelihood of 'imminent default' - the
definition of the 'C' rating - may recede. At that stage,
ratings may be revised upward, though remaining within the 'CCC'
or 'CC' categories. Given the complexity of the creditor base of
the TXE group, however, a standstill may prove hard to implement
and maintain over the period required for TXE to regain a
single-B level of financial flexibility.

In the meantime, the inevitable squeeze on working capital at
both TXE and its major suppliers may become a considerable
additional drain on liquidity. From the most recent debt figures
provided by TXE, Fitch estimated an operational 'cash burn'
equivalent to c. GBP7 million per week during Q3 2002, relative
to the significant cash inflow anticipated. TXE's significantly
weaker trading position is likely to be offset to only a modest
degree by the recent rebound in UK wholesale prices.


UAL CORP.: Q3 Loss Erodes Equity to 1.3BB & Debt Talks Continue
---------------------------------------------------------------
UAL Corporation reported an $889 million net loss in the third
quarter, eroding shareholder equity to $1.3 billion.  UAL
projects substantial erosion to shareholder equity in the fourth
quarter.  Notwithstanding continuing talks among the company,
its unions, lenders and suppliers on its financial recovery
plan, many industry watchers predict a chapter 11 filing any day
now . . . one at least as smooth as US Airways Group's filing in
August, if not a substantially pre-negotiated deal for a
bankruptcy court to rubber-stamp.  UAL Corporation (NYSE: UAL)
is the a holding company whose primary subsidiary is United
Airlines.  

Friday, the Company reported that it incurred a third-quarter
loss of $503 million before special items (including a tax
valuation allowance).  UAL's quarterly loss, including the
special items, is $889 million, or a loss per basic share of
$15.57.

Glenn F. Tilton, chairman, president and chief executive
officer, said, "There is no question that United continues to
suffer from the financial challenges that plague our entire
industry. Nevertheless, we continue to run a great operation and
provide outstanding service for our customers in this very
difficult environment.

"While no one underestimates the magnitude of the challenge, we
are making good progress on our financial recovery program,"
Tilton said.  "We continue to work vigorously with all of our
unions and other parties to achieve our number one goal:
restoring the financial health of this airline without the
necessity of an in-court process. The energies of management and
labor are intensely focused on reaching our goal.  At this point
nobody should consider a Chapter 11 filing inevitable."

                     Financial Recovery

United continues its single-minded pursuit of solutions to its
current financial crisis on a number of important fronts. As it
pursues these remedies, the company's first priority continues
to be accomplishing an out-of-court restructuring that puts the
company on a firm financial footing.

"The company and the United Airlines Union Coalition are
progressing toward a target of $5.8 billion in labor cost
savings over a five-and-one-half year period," said Jake Brace,
executive vice president and chief financial officer.
"Discussions with individual coalition members to finalize their
component of the $5.8 billion are moving forward, but at varying
paces. These discussions need to be brought to a quick
resolution to achieve our common goal."

In addition, United is engaged in discussions with lenders,
suppliers and others to secure short- and long-term sources of
capital. Moreover, a team of senior management representatives
has developed a plan to achieve at least $1.4 billion in annual
revenue and non-labor expense improvements.

Finally, United intends to file an updated business plan next
week with the Air Transportation Stabilization Board that
includes details on the company's discussions with labor groups,
lenders and suppliers and outlines plans for non-labor expense
and revenue improvements that United believes makes a compelling
case for federal loan guarantees as well as for the company's
ability to return to financial health and profitability. This
process is progressing and United is moving quickly to finalize
the structure and content of this plan.

                 Operational Performance

Despite the company's weak financial performance, United
employees are running a superb operation. The company's
operating performance for the month of September set records
that have never before been seen in United's 76-year history. In
the third quarter, based on internal analyses, United will
achieve the No. 2 ranking among the 10 major airlines in on-time
performance, clearly setting United apart from its major
competitors. Additionally, in July United ranked first
among the reporting airlines, setting another historic milestone
for the company.

For September, United's on-time arrival performance averaged
89.2 percent, which easily beat the company's previous record of
86.3 percent eight years ago in October 1994. Three of the
records United's employees broke in September were previously
set in May 2002:

     -- United's September departure completion rate of 99.7
        percent compared to May's 99.6 percent;

     -- United's on-time departure :00 (flights leaving exactly
        on time) performance of 79.6 percent was almost four
        percentage points higher than May's record of 75.7
        percent;

     -- And the company's key early morning departures at 87.9
        percent for September beat May's record of 85.3 percent.

"These certainly are unprecedented times for United, and
employees are responding by doing the best jobs that they know
how," said Pete McDonald, senior vice president-Airport
Operations. "The hard work, dedication and teamwork that allowed
the company to achieve this milestone is proof to our customers
that despite the financial crisis this airline faces, United
stands ready to provide them with the service they deserve for
years to come."

For the quarter, United improved its operating performance
compared to the same period last year. United's on-time
departure average for the quarter this year was 71.7 percent
compared to an average of 51.0 percent last year. The company's
on-time arrival performance averaged 84.6 percent for the
quarter compared to an average of just 68.1 percent last year.
United's departure completion rate, or the number of scheduled
flights that actually operated, was 99.3 percent this year
versus a completion rate of 90.0 percent in 2001.

United's year-over-year improvement in reliability outperforms
the rest of the industry. For January through August United's
on-time arrival performance increased by 13.0 percent. On
average, the rest of the industry's on-time arrival performance
improved by only 5.0 percent.

"United's employees are doing a terrific job, and our customers
have noticed," Tilton said. "In July we outperformed all of our
competitors in on-time performance and we continue to improve
our year-over-year on-time rankings. Our numbers continue to be
better than many of our competitors. Despite our well-publicized
financial challenges, the traveling public appears to remain
confident flying United, as we are not seeing an impact on our
advance bookings."

                    Financial Results

UAL's third quarter 2002 operating revenues were $3.7 billion,
down 9 percent compared to third quarter 2001. Excluding special
items, operating expenses of $4.4 billion were also down 9
percent and unit cost, excluding its fuel subsidiary, was flat.
Load factor for the quarter was 75.4 percent, on a 7 percent
decrease in capacity, a 2.3 point increase over the third
quarter 2001, and .8 point increase over third quarter 2000.
During the third quarter, UAL recorded $418 million in non-cash
tax expense to establish a valuation allowance against its
deferred tax asset.

                        Liquidity

UAL ended the quarter with a cash balance of $2.0 billion. UAL's
cash balance includes $344 million in restricted cash.

As previously reported, the company has several large cash
obligations in the fourth quarter such as a secured bank
revolver for $300 million due on Nov. 17, a secured debt payment
of $575 million due on Dec. 2 and a $70 million IAM retro
payment due in December.

UAL's daily operating cash burn rate for the third quarter was
$7 million, up significantly from the second quarter daily cash
burn rate. United's cash burn will be even worse in the fourth
quarter due to seasonal trends and the continued weak revenue
environment.

              Selected Balance Sheet Items

The company's selected balance sheet items for the third quarter
2002 are as follows:

                                          September 30, 2002
   (In billions)                              (unaudited)
                                          ------------------

   Cash, cash equivalents and
      short-term investments,
      including restricted amounts               $2.0

   Total assets                                 $24.2

   Long-term debt and capital
      lease obligations, including
      current portion                           $10.3

   Stockholders' equity                          $1.3


                         Outlook

The company expects to report a significant fourth quarter and
full-year loss. Due to the negative impact Sept. 11, 2001 had on
bookings, booked load factors are compared to those in 2000. For
October, United's booked load factors are comparable to those we
saw in October 2000. November's booked load factor is running
several points behind, while December is currently booked only
about one point lower.

For the fourth quarter, the company has 36 percent of its
expected fuel consumption hedged at a strike price of $24.30 per
barrel of crude oil. During the fourth quarter, the hedging
program is expected to reduce fuel costs by $26 million.

Total capital spending for this year is expected to be $1.1
billion, $100 million lower than our previous guidance. The
company has reduced non-aircraft capital spending by $100
million for the second half of this year, and as a result of the
company's previously announced aircraft deferrals, there will be
no aircraft capital spending in 2003.

The following table summarizes the company's expectations for
expense factors affecting fourth-quarter performance.

                                           Year-over-year
                                     Percent Increase (Decrease)
                                         Fourth Quarter 2002
                                     ---------------------------
   Available seat miles                          5%

   Fuel price per gallon,
      average (incl. Tax)                       13%

   Operating expenses per available
      seat mile (excluding fuel
      subsidiary)                                5%

James H.M. Sprayregen, Esq., at Kirkland & Ellis in Chicago
provides legal counsel to United as its debt talks continue.


VOLT INFORMATION: Secures Waiver of Covenant Under Credit Pact
--------------------------------------------------------------
James J. Groberg, Chief Financial Officer of Volt Information
Sciences, Inc. (NYSE:VOL), has received a waiver of an interest
coverage covenant, relating to its fiscal year ending November
3, 2002, contained in its $40,000,000 secured revolving credit
facility.

All other covenants of the facility remain in effect. The
Company also announced that the credit facility has been
assigned a BBB- rating by Fitch.

Mr. Groberg stated, "As previously noted in the Company's third
quarter earnings release, the Company has no borrowings
outstanding under this facility. In addition, there are no
borrowings under this facility anticipated in the fourth quarter
of fiscal 2002 or the first quarter of the next fiscal year.
However, since it is uncertain whether fourth quarter earnings
will be sufficient to enable the Company to meet the fiscal year
covenant requirement, the Company requested and received the
waiver from the banks participating in the facility."

Volt Information Sciences, Inc., is a leading national provider
of Staffing Services and Telecommunications and Information
Solutions for its Fortune 100 customer base. Operating through a
network of over 300 Volt Services Group branch offices, the
Staffing Services segment fulfills IT and other technical,
commercial and industrial placement requirements of its
customers, on both a temporary and permanent basis. The
Telecommunications and Information Solutions businesses provide
complete telephone directory production and directory
publishing; a full spectrum of telecommunications construction,
installation and engineering services; and advanced information
and operator services systems for telephone companies. For
additional information, please visit the Volt Information
Sciences, Inc., Web site at http://www.volt.com


WEIRTON STEEL: No Specific Date Yet for Shareholders' Meeting
-------------------------------------------------------------
An Annual Meeting of Stockholders of Weirton Steel Corporation,
a Delaware corporation, will be held at The Serbian-American
Cultural Center, 1000 Colliers Way, Weirton, West Virginia
26062, on a date in  November 2002, yet to be advised.  The
meeting will commence at 6:00 p.m., for the following purposes:

     1. To elect six directors to the Board of Directors,
consisting of three Class II Directors to serve for a two-year
term until the 2004 Annual Meeting of Stockholders, or until
their respective successors are duly elected and qualified, and
three Class III Directors to serve for a three-year term until
the 2005 Annual Meeting of Stockholders, or until their
respective successors are duly elected and qualified.

     2. To approve an amendment to Article Fifth of the Restated
Certificate of Incorporation, as amended, and a related change
to the By-Laws, to reduce the size of the Board of Directors
from 14 persons to nine persons consisting of five independent
directors, two management directors and two union directors, to
become effective immediately following the Annual Meeting.

     3. To consider and vote upon proposals related to the
Restated Certificate of Incorporation to be contingent and
effective in the future only upon the occurrence of a
"transformative event," which means (i) a significant
acquisition or investment in steel industry assets or
businesses, (ii) which is funded in part by new investment
resulting in a change of control of the Company, and (iii) which
contains satisfactory collective bargaining arrangements, all as
approved by at least 90% of the Board of Directors, as follows:

       a.  To adopt a new Restated Certificate of Incorporation
           in its entirety;

       b.  To increase the authorized common stock to
           250,000,000 shares and the preferred stock to
           25,000,000 shares;

       c.  To establish a single class of directors and to
           provide flexibility in determining the number and
           qualifications of directors, provided that two or at
           least 20% of the directors are designated by the
           union; and

       d.  To provide generally that required stockholder
           approval with respect to fundamental changes and
           other transactions conform to the voting requirements
           of the Delaware General Corporation Law.

     4. To ratify the appointment of KPMG LLP as the Company
independent public accountants for the fiscal year ending
December 31, 2002.

     5. To consider and act upon any other matters which
properly may come before the meeting or any adjournment thereof.

Approval of each of proposals 3(a) through 3(d) is conditioned
upon the approval of all of the Contingent Charter Proposals. In
the event that any of the Contingent Charter Proposals is not
approved by the Company's stockholders, the Company's existing
Restated Certificate of Incorporation, as amended, will remain
in effect without further amendments.

In accordance with the provisions of the By-Laws, the Board of
Directors has fixed the close of business on October 18, 2002,
as the date for the determination of the holders of record of
stock entitled to notice of and to vote at the Annual Meeting.

Weirton Steel is the seventh largest U.S. integrated steel
company and the nation's second largest producer of tin mill
products.

                          *   *   *

As reported in Troubled Company Reporter's August 20, 2002
edition, Standard & Poor's raised its corporate credit rating on
integrated steel producer Weirton Steel Corp., to triple-'C'
from 'D' following the company's debt restructuring.

Standard & Poor's also assigned its triple-'C'-minus rating to
the Weirton, West Virginia-based company's new senior secured
facilities. The current outlook is developing.

The restructuring involved Weirton's exchange of its existing
senior notes for a combination of senior notes and preferred
stock. The company has also replaced its senior secured
borrowing base facility with a larger facility, which is also
secured and subject to a borrowing base.


WICKES INC: Has Until April 9, 2003 to Meet Nasdaq Requirements
---------------------------------------------------------------
Wickes Inc. (NASDAQSC:WIKS), a leading distributor of building
materials and manufacturer of value-added building components,
reported that it received notice from NASDAQ on October 11,
2002, that the Company has been granted 180 calendar days, or
until April 9, 2003, to regain the minimum per share
requirement. The price of the Company's common stock has closed
below the minimum $1.00 per share requirement for the last 30
consecutive trading days, but under Rule 4310(C)(8)(D), NASDAQ
grants companies 180 days to demonstrate compliance.

If at anytime before April 9, 2003, the bid price of the
Company's common stock closes at $1.00 per share or more for a
minimum of 10 consecutive trading days, NASDAQ will provide
written notification that the Company complies with the minimum
bid price rule. Should the Company not demonstrate compliance
with this rule by April 9, 2003, NASDAQ will grant the Company
an additional 180 calendar day grace period to demonstrate
compliance if the Company meets the listing criteria under
Marketplace Rule 431(C)(2)(A). The rule states the listing
criteria as stockholders' equity of $5 million, market value of
listed securities of $50 million, or net income from continuing
operations of $750,000 in the most recently completed fiscal
year or in two of the last three most recently completed fiscal
years.

If compliance with this Rule cannot be demonstrated by April 9,
2003, NASDAQ will provide written notification that the Company
may appeal NASDAQ's determination to delist its securities to a
Listing Qualifications Panel.

Wickes will continue to trade on the NASDAQ SmallCap Market
under the symbol WIKS.

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


WILLIAMS COMMS: Court Approves Stipulation with John Bumgarner
--------------------------------------------------------------
Williams Communications Group, Inc., and its debtor-affiliates
sought and obtained a Court order approving the compromise of
all claims and causes of action between the Williams
Communications Group Inc., and The Williams Companies, Inc.,
pursuant to an agreement dated September 2002 entered into among
the Debtors, TWC and John C. Bumgarner.

Corinne Ball, Esq., at Jones Day Reavis & Pogue, in New York,
relates that prior to the Spin-Off, Mr. Bumgarner was a TWC
employee.  While he was with TWC, Mr. Bumgarner participated in
the TWC stock option program, under which he accumulated
$6,900,000 in loans.

Originally, Mr. Bumgarner accumulated the Loans in three notes.
One of the three notes, amounting to $2,200,000, was made by
21st Century LLC, a limited liability Company owned by Mr.
Bumgarner. The other two notes, amounting to $3,500,000 and
$1,200,000 were made by Mr. Bumgarner personally.

According to Ms. Ball, Mr. Bumgarner officially joined WCG as
its Co-Chief Operating Officer at the time of the Spin-Off.  
Upon joining WCG, he agreed to receive only a nominal salary
with the understanding that his compensation would be in the
form of deferred shares and options.  As a result of the Spin-
Off, the Loans were assigned by TWC to WCG and consolidated into
a $6,900,000 note made by 21st Century LLC.  The Note was
secured by 238,083 shares of TWC common stock and 195,798 shares
of WCG common stock, which at the time of the assignment was
worth $10,000,000, but are now currently worth $500,000.  The
Note is scheduled to mature at the earlier of:

-- June 30, 2004;

-- 30 days following Mr. Bumgarner's termination of employment
   with WCG for any reason; or

-- Mr. Bumgarner's failure to make any payment of principal or
   interest within 15 days after payment is due.

Mr. Bumgarner intends to retire from WCG before the end of
December 2002.

Ms. Ball relates that the WCG board of directors recognized that
Mr. Bumgarner has played and will play an important role in the
WCG reorganization.  Mr. Bumgarner and his associated companies
presently hold $7,000,000 in WCG senior redeemable notes
acquired prior to the Petition Date.  Approximately $2,200,000
of these Notes are held in the name of 21st Century LLC, thereby
giving rise to a setoff.

The Parties have concluded that it is appropriate to settle and
compromise this dispute in accordance with the terms of the
Settlement Agreement after considering the costs and uncertainty
of potential litigation.  The Settlement Agreement constitutes a
compromise and settlement of all disputes and causes of action
between TWC and WCG, on the one hand, and Mr. Bumgarner, on the
other hand.

In summary, the essential terms of the settlement are:

A. Mr. Bumgarner's obligation on the 21st Century Note will be
   satisfied in full by first applying the Collateral to reduce
   the outstanding balance of the 21st Century Note at the price
   per share of the Collateral.  The remaining balance of the
   Note will be offset by and satisfied with Mr. Bumgarner's
   delivery to WCG of WCG senior redeemable notes held by 21st
   Century, LLC and other entities owned or controlled by
   Mr. Bumgarner in the face amount equal to the difference
   between the collateral value and the Note;

B. Bumgarner furthers agrees to provide, at no charge to WCG,
   reasonable consulting services for a period of three years
   from the date of his retirement from WCG; and

C. Bumgarner acknowledges that he is not a participant in the
   WCG Restructuring Incentive Plan and the Williams
   Communications Change in Control Severance Protection Plan.

Although the Debtors believe that they may have grounds to
assert claims against Mr. Bumgarner, Ms. Ball contends that any
litigation concerning these issues would be far from certain.  
To be successful in any litigation, the Debtors would be
required to overcome Mr. Bumgarner's assertion that the obligor
under the 21st Century Note is only 21st Century LLC and not Mr.
Bumgarner.

On the other hand, the Debtors believe that these benefits from
the Settlement Agreement, which will accrue to the Debtors'
estates, demonstrate that the settlement is fair and reasonable
because:

A. Mr. Bumgarner will continue to provide his substantial
   efforts in the reorganization as a consultant for the period
   of three years at no charge to the Debtors;

B. Without the Settlement Agreement, litigation would
   undoubtedly ensue between the Debtors' estates and Mr.
   Bumgarner. Resolving the issues involving the potential
   setoff of notes with the 21st Century Note may be a long and
   arduous process further draining the estates administrative
   funds.  Given the need for a timely and successful
   reorganization, the prospect of litigation counsels in favor
   of approving the Settlement Agreement; and

C. Resolution of the claims against TWC and WCG will enable the
   Debtors and the Debtors' management to focus on implementing
   WCG's business plan and growing WCG's business, which will
   benefit not only the Debtors, but also the unsecured
   creditors who will end up with 55% of New WCG. (Williams
   Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service,
   Inc., 609/392-0900)


WORKGROUP TECHNOLOGY: Second Quarter Revenue Narrows to $1.5MM
--------------------------------------------------------------
Workgroup Technology Corporation (NASDAQ: WKGP), a leading
provider of Web-enabled, extended enterprise collaborative
product data management software solutions, announced its
financial results for the second quarter of fiscal 2003 ended
September 30, 2002.

For the second quarter of fiscal 2003, WTC reported revenue of
$1,556,000 compared with $1,870,000 in the second quarter of
fiscal 2002. The net loss for the second quarter of fiscal 2003
was $421,000, compared with a net loss of $988,000 for the
second quarter of fiscal 2002.

The Company's total revenue for the second quarter of fiscal
2003 decreased $144,000 from the first quarter of fiscal 2003.
Of this amount, software license revenue decreased $159,000,
offset by an increase in maintenance and services revenue of
$15,000. The Company had a decrease in net loss of $136,000 for
the second quarter of fiscal 2003 when compared to the first
quarter of fiscal 2003.

Patrick H. Kareiva, President and Chief Executive Officer,
stated, "The decrease in software license revenue during the
past quarter was substantially due to the continued delay of
purchasing decisions by several of our current customers and
major prospects. The decrease in the net loss for the second
quarter of fiscal 2003 when compared to the first quarter of
fiscal 2003 was largely due to the continuing actions that the
Company has been taking to bring its operating expenses more in-
line with its anticipated level of revenue."

Kareiva further stated that, "The Company currently believes
that many of the industry segments into which it sells are
continuing to experience economic difficulties. The Company
anticipates that several of its current customers and prospects
may continue to delay major purchasing decisions, including
decisions to renew maintenance agreements on a timely basis. The
Company intends to continue to take appropriate action to manage
its expenses commensurate with the level of sales expected. As
of September 30, 2002, the Company had approximately $2,301,000
of cash on hand, a reduction of approximately $817,000 from the
June 30, 2002 cash on hand balance of approximately $3,118,000."

As previously announced, the Company has been advised by the
Nasdaq Listing Qualifications Staff that the Company is in
violation of certain of the minimum maintenance standards for
continued listing of its common stock on The Nasdaq SmallCap
Market. The Company has appealed the Staff's determination and
is currently awaiting a final decision by the Nasdaq
Qualifications Hearing Panel. There can be no assurance that the
Panel will grant the Company's request for continued listing. If
the Panel does not grant the Company's request, then the
Company's securities will be delisted from the NASDAQ Small Cap
Market, but will be eligible to be traded on the Over-the-
Counter Bulletin Board (OTCBB). Also as previously announced,
the Company is in discussions with several parties regarding the
possible acquisition of the Company. There can be no assurance
that such a transaction will be concluded.

WTC develops, markets and supports WTC ProductCenter(TM), a web-
enabled, extended enterprise collaborative Product Data
Management solution that provides document management, design
integration, configuration control, change management, and
enterprise integration for optimizing product development. Based
in Burlington, Massachusetts, the Company differentiates itself
on the basis of its controlled and secure accessibility,
enterprise integration, and quick adaptability of its software.
Thousands of users at mid-sized and global companies are in
production and benefit from WTC products, including ABB Flexible
Automation; Baker Oil Tools; Eaton Corporation; General Electric
Company; Goodrich Turbine Fuel Technologies; Honeywell;
Millipore Corporation; Siemens Energy & Automation, Inc.; U.S.
Army; and Whirlpool Corporation. The Company's Web site is
located at http://www.workgroup.com


WORLDCOM: Asks Court to Approve Proposed Abandonment Procedures
---------------------------------------------------------------
In connection with the proposed asset sale procedures, Worldcom
Inc., and its debtor-affiliates also seek the Court's authority
to donate or abandon personal property that is of
inconsequential value and benefit to their estates consistent
with their prepetition practices and without the need for
obtaining further Court approval on a case-by-case basis.

Lori R. Fife, Esq., at Weil Gotshal & Manges LLP, in New York,
expect the Debtors to take all reasonable steps to sell personal
property that is not needed in their ongoing businesses and
reorganization efforts.  However, certain property may be of
inconsequential value to the estates or the Debtors may be
unable to locate buyers for assets that are damaged or that are
on premises that the Debtors no longer use.  The costs
associated with the maintenance and storage of this useless
equipment and unused assets are a burden to the estates.

The Debtors propose to give notice via e-mail, facsimile, or
overnight delivery service of each proposed abandonment or
donation to attorneys for Creditors' Committee, the United
States Trustee, their postpetition lenders, and to any party
known as having an interest in the property to be abandoned or
donated.  Ms. Fife explains that the notice will:

    (a) describe the property to be abandoned or donated,

    (b) give the reason for the abandonment or donation,

    (c) identify the parties known to the Debtors as having an
        interest in the property to be abandoned, and

    (d) identify the entity to which the personal property will
        be abandoned or donated.

The Debtors propose to implement these procedures for the
abandonment or donation of property:

-- The Abandonment Notice Parties will have five business days
   from the date on which the Abandonment Notice is sent to
   object to, or request additional time to evaluate, the
   proposed abandonment or donation.  Any objection or request
   should be in writing and delivered to the Debtors' counsel,
   Weil, Gotshal & Manges LLP.  If no written objection or
   written request for additional time is received by Debtors'
   counsel prior to the expiration of the five-day period, the
   Debtors will be authorized to abandon or donate the property.
   If any Abandonment Notice Party provides a written request to
   Debtors' counsel for additional time to evaluate the proposed
   abandonment or donation, the Abandonment Notice Party will
   have an additional ten calendar days to object to the
   proposed transaction.  The Debtors may abandon or donate
   promptly upon obtaining approval of the Abandonment Notice
   Parties;

-- If any Abandonment Notice Party delivers an objection to the
   proposed abandonment or donation so that it is received by
   Debtors' counsel on or before the fifth business day after
   the Abandonment Notice is sent, the Debtors and the objecting
   Abandonment Notice Party will use good faith efforts to
   resolve the objection.  If the Debtors and the objecting
   Abandonment Notice Party are unable to achieve a consensual
   resolution, the Debtors will not proceed with the proposed
   abandonment or donation pursuant to these procedures, but may
   seek Court approval of the proposed abandonment or donation
   upon an expedited notice and a hearing, subject to the
   Court's availability;

-- Nothing in these procedures will prevent the Debtors, in
   their sole discretion, from seeking the Court's approval at
   any time of any proposed abandonment or donation upon notice
   and a hearing;

-- The Debtors will file with the Court, on a quarterly basis
   beginning 90 days after entry of an order granting the relief
   requested, reports of all abandonment or donations by the
   Debtors during the quarter pursuant to the authority
   requested in this motion.  The reports will set forth a
   description of the property, the reason for the abandonment,
   and the party to which the property was abandoned. (Worldcom
   Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service,
   Inc., 609/392-0900)   

DebtTraders reports that Worldcom Inc.'s 11.25% bonds due 2007
(WCOM07USR4) are trading at 16 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOM07USR4
for real-time bond pricing.


W.R. GRACE: Seeks Court Approval of COLI Tax Dispute Settlement
---------------------------------------------------------------
W. R. Grace & Co., and its related and subsidiary Debtors, seek
the Court's authority to enter into a settlement agreement with
the Internal Revenue Service in connection with interest
deductions claimed with respect to corporate-owned life
insurance.

                        The COLI Dispute

In 1988 and 1990, Grace purchased corporate-owned life insurance
policies from Mutual Benefit Life Insurance Company insuring
10,000 employees and former employees.  MBL's COLI business,
including Grace's COLI polices, was subsequently acquired by
Hartford Life Insurance Company.  Grace was one of many Fortune
500 companies that acquired broad-based COLI programs created by
the insurance industry in the mid-1980s as a vehicle to fund
long-term employee post-retirement health obligations.  Grace
continues to be the owner and beneficiary of COLI policies.

Grace has paid in full all premiums for its COLI policies
utilizing, in part, loans secured by the COLI policies.  The
policy loans currently have a $350,000,000 remaining loan
balance, with interest calculated annually based on a Moody's
Corporate Bond Index.

Beginning with the taxable year ending on December 31, 1989,
through the taxable year ending December 31, 1998, Grace claimed
on the federal consolidated income tax returns for each of those
years deductions of the interest accruing on the policy loans,
which totaled $252,400,000 for all of the taxable yeas at issue.
Grace did not claim any COLI interest deductions for any taxable
years commencing after December 31, 1998, because federal
legislation enacted in 1996 prohibited such deductions.

Since the mid-1990s, the IRS has been challenging the right of
taxpayers (including Grace) to claim interest deductions on
loans secured by COLI policies.  In 1997, the IRS disallowed the
COLI interest deductions -- $81,500,000 -- claimed during the
1990-1992 taxable years.  This resulted in an assessment of
$21,200,000 in tax and interest.  Grace paid that amount to the
IRS in July 2000, and subsequently filed a refund claim for the
amount paid.  The matter is currently pending before the IRS
Office of Appeals.

In July 2002, the IRS challenged $116,500,000 in COLI interest
deductions claimed with respect to the 1993-1996 taxable years.
Grace both protested this issue and requested that the IRS
Office of Appeals consider the COLI interest deductions issues
in its entirety for the taxable years 1989-1998, equal to
$252,400,000 in deductions, for possible settlement
alternatives.  The IRS Office of Appeals granted this request.

                      The Settlement Proposal

The Debtors have received copies of letters prepared by Ms.
Joanne Miller, the IRS Appeals Officer, and by Neil S. Regberg,
IRS Appeals Coordinator for COLI, recommending that the Grace
COLI interest deductions be settled on these central terms:

    (1) The government would concede 20% of the aggregate amount
        of the COLI interest deductions; and

    (2) Grace would owe an amount of federal income tax and
        interest on the remaining 80% of the aggregate COLI
        deduction.

James H. M. Sprayregen, Esq., James W. Kapp, III, Esq., and
Roger J. Higgins, Esq., at Kirkland & Ellis, in Chicago,
Illinois, and Laura Davis Jones, Esq., and Scotta E. McFarland,
Esq., at Pachulski Stang Ziehl Young & Jones PC, in Wilmington,
Delaware, tell the Court that discussions are ongoing between
the Debtors and the IRS concerning the federal income tax
consequences of terminating the COLI policies.  Any settlement
with respect to this issue will be the subject of a subsequent
motion.

              Risk of IRS Withdrawing 80/20 Settlement

The Debtors believe that the terms of the 80/20 settlement
proposal are in the best interests of their estates and their
creditors.  Although the Debtors continue to believe in the
merits of their case, the IRS has successfully challenged
interest deductions claimed by other corporations with respect
to broad-based COLI policies in all of the three litigated cases
to date.  Ms. McFarland cites In re CM Holdings, Inc., reported
at 254 B.R. 578 (D.Del. 2000), affm'd 2002 WL 1885201 (3rd Cir.
2002); Winn-Dixie Stores, Inc. and Subsidiaries v. Commissioner
of Internal Revenue, 113 T.C. 254 (1999), affm'd 254 F.3d 1313
(11th Cir. 2001); and American Electrical Power, Inc. v. United
States, 136 F.Supp.2d 762 (S.D. Ohio 2001) (currently on appeal
to the Court of Appeals for the Sixth Circuit).  A fourth case
involving Dow Chemical Company is currently pending before the
United States District Court for the Eastern District of
Michigan, Northern Division.

The IRS has informed Grace that it is considering withdrawing
settlement offers due to its recent success in the Third Circuit
in the CM Holdings case.  Furthermore, the Debtors' special tax
counsel, Steptoe & Johnson, has advised Grace that the risk of
withdrawal will likely increase if the IRS succeeds in the Dow
Chemical case.

The potential imposition of penalties and additional interest on
the Debtors with respect to the COLI interest deductions is also
a concern because it would significantly increase the Debtors'
potential tax liability.  Although the IRS has not, to date,
asserted any penalties against the Debtors, Steptoe has advised
the Debtors that the IRS has begun to assert the penalties
against other taxpayers with similar COLI interest deduction
issues.

           Potential Tax Consequences of 80/20 Settlement

While the tax consequences may be subject to change due to the
effect of other IRS adjustments during the relevant taxable
years, Ms. McFarland presents an estimate of the tax impact of
the 80/20 settlement proposal on the Debtors.

                                       Without          With
                                     Settlement      Settlement
(in millions)                       ----------      ----------

   Federal income tax                  74.6            62.6  /1
   Interest                            74.8            62.8

          Total                       149.4           125.4

   Tax payment (1990-1992)            (21.2)          (21.2)

   Estimated Federal Income
   Tax and Interest Owed              128.2           104.2  /2

Notes:

(1)  Includes impact of settlement on foreign tax credits.

(2)  The state tax effect is approximated at $20,000,000
     (including interest through 12/31/02).  State taxes will be
     settled over time with each individual taxing entity.  The
     exposure for state taxes unreduced by the settlement would
     be $25,000,000 (including interest).

The IRS has advised the Debtors that its demand, under the 80/20
settlement proposal, for payment of the additional tax owed
generally will be made only after all other non-COLI issues
relevant to a particular tax period have been resolved.  Grace
is currently at the IRS appeals level with respect to the 1993-
1996 taxable years and a refund claim related to the COLI
interest deductions for taxable years 1990 to 1992.  As there
are numerous non-COLI tax issues involved in the 1993-1996 audit
period, the Debtors do not anticipate that the IRS Office of
Appeals review will be completed before the end of 2002.

             Fresenius and Sealed Air May Be On Hook Too

The IRS has not yet initiated its federal income tax audit for
the 1997 and 1998 taxable years.  Based on this, the Debtors
will not be able to determine the final tax exposure amount
arising from the 80/20 settlement proposal for any of the
taxable years at issue for a considerable period.  Indeed, these
amounts may not finally be known for the 1997 and 1998 taxable
years for several years to come.

Treasury regulations permit the IRS to seek payment of federal
income tax and interest owed by a consolidated group from any
entity that joined in the filing of a consolidated return for
the taxable year at issue.  The IRS may seek payment from the
Debtors of federal income tax and interest owed as a result of
the 80/20 settlement proposal, and has already filed proofs of
claim with respect to the taxable years at issue.  In addition,
the IRS may seek payment of a substantial portion of these taxes
and interest from Fresenius National Medical Care Holdings,
Inc., or certain of its subsidiaries, and Sealed Air
Corporation, or its subsidiary Cryovac, Inc.  While these are
unrelated entities, they were members of the Debtors'
consolidated group for federal income tax purposes during many
of the taxable years at issue.

Ms. McFarland advises Judge Fitzgerald that Grace has consulted
with both Fresenius and Sealed Air about the 80/20 tax proposal.
Both companies indicate that they would like to proceed with the
implementation of a final settlement agreement with the IRS that
incorporates the 80/20 settlement.

                      Best Interests Argument

Recognizing the potential cost of litigation and the risk of not
prevailing in light of recent court decisions involving
similarly situated taxpayers, the Debtors ask the Court to
approve the settlement because:

    -- it will most likely minimize the amount of any additional
       federal income tax and interest owed as a result of the
       challenge by the IRS to the COLI interest deductions;

    -- it will help decrease the risk that the IRS will seek to
       impose penalties and interest; and

    -- there is a substantial risk that the 80/20 settlement
       proposal will not be available to them in the future.

The Court will consider the Debtors' request on the October 28,
2002 hearing.

           PI Committee: Don't Let Fresenius Off The Hook

The Official Committee of Asbestos Personal Injury Claimants,
represented by Marla Rosoff Eskin, Esq., and Mark T. Hurford,
Esq., at Campbell & Levine, LLC, in Wilmington, and Elihu
Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New York,
supports the Debtors' request.

However, the PI Committee seeks a clarification with respect to
two aspects of the Motion and modification of the proposed
order.

Other corporations that are presently unrelated to the Debtors
(e.g., Fresenius National Medical Care Holdings, Inc. and Sealed
Air Corporation, and certain subsidiaries) are severally liable
with the Debtors for the tax liabilities for various years at
issue.  Consequently, any order entered by the Court in response
to the Motion should clearly state that the Court is making no
determination as to which entity is liable for the tax at issue
or which entity will actually pay the tax liabilities at issue.

Furthermore, the Debtors paid $21,200,000 to the IRS in 2000 as
payment with respect to tax years 1990, 1991, and 1992, all of
which appears to be related to the COLI issue and thus subject
to the proposed 80-20 settlement.  It would therefore appear
that roughly 20% of that $21,200,000 or nearly $4,300,000, plus
statutory interest under Section 6611 of the Internal Revenue
Code, 26 U.S.C.  6611, would be refundable to the Debtors when
the 80/20 settlement agreement is applied to the 1990-92 tax
years.  That refundable amount should not be setoff against
other potential tax liabilities for any period that have not yet
been assessed and are the subject of the IRS's proof of claim in
this matter.  Nor should the 80-20 settlement agreement permit
the IRS to setoff the refundable amount, e.g., by immediately
assessing the tax resulting from the settlement agreement in the
other tax years at issue and applying the funds to those new
assessments. Otherwise, the Debtors will in effect be achieving
a priority payment of taxes to that extent of the setoff funds.  
Any order entered by the Court in response to the Motion should
therefore make it clear that the refundable amount is property
of the Debtors' estate and should be returned by the IRS.

         Fresenius Objects: Settlement Only "Framework"

Fresenius Medical Care Holdings, Inc., responds with a limited
objection to the Debtors' request.

Fresenius is represented by David S. Rosenbloom, Esq., at
McDermott, Will & Emery, in Chicago, Illinois, Milton B. Hyman,
Esq. and Elliot G. Freier, Esq., at Irell & Manella LLP, in Los
Angeles, California, and William H. Sudell, Jr., Esq., and
Christopher M. Winter, Esq., at Morris, Nichols, Arsht &
Tunnell, in Wilmington, Delaware.

Mr. Winter tells Judge Fitzgerald that Fresenius has encouraged
and supported the Debtors in their effort to implement a
mutually acceptable final settlement agreement incorporating the
80/20 settlement proposal, including the surrender of the COLI
policies.  Fresenius asks Judge Fitzgerald to direct the Debtors
to use their best efforts to conclude a settlement agreement
with the IRS while the opportunity is open to taxpayers.

But Fresenius does object to the Court approving a settlement to
the extent that the Debtors' agreement to the settlement in any
way purports to bind non-Debtors.  "It should be clear from the
Motion that a settlement with the IRS does not in fact yet
exist," Mr. Winter says.  The so-called 80/20 Settlement
Proposal is a promising framework for a settlement agreement,
but it most certainly is not a settlement.  To the contrary, all
the parties, including the IRS, understand that they still need
to reach a final agreement, which they then will memorialize in
a formal closing agreement.  There remain a number of issues
that the parties still must address before each is ready to
decide whether the final closing agreement is acceptable to
them.  Accordingly, there simply is not sufficient information
on which Fresenius -- or the Court -- can base its evaluation of
the proposed settlement.  The Closing Agreement should be
submitted to Judge Fitzgerald for approval.

According to Mr. Winter, the Motion is also ambiguous as to the
scope of authority requested by the Debtors.  The Debtors have
been dealing with the IRS in many different capacities.  The
Debtors have acted not only on behalf of themselves, but also on
behalf of Fresenius, and other members of the Fresenius tax
consolidated group, as agents of Fresenius under a tax sharing
agreement and related powers of attorney.

To the extent the Motion only seeks authority for the Debtors to
enter into a settlement agreement on behalf of themselves, and
not on behalf of Fresenius or its subsidiaries, then the Court
can moot this objection by including within its order language
clarifying that the Debtors will execute a Closing Agreement
only on their own behalf, and not on Fresenius' behalf.  If,
however, through the Motion, the Debtors seek authority in their
capacities as agents and attorneys in fact for Fresenius to
enter into a settlement agreement on behalf of and binding on
Fresenius and other non-Debtors, that may or may not turn out to
be adverse to Fresenius' interests, then Fresenius objects.  
Such a request would require the Court to examine the potential
conflicts confronting the Debtors in their representative
capacity, and the status of the agreements under which the
conflicts arise, before giving approval to any settlement
authority.

For all these reasons, Fresenius asks Judge Fitzgerald to:

    (a) authorize and direct the Debtors to negotiate a full and
        complete Closing Agreement that incorporates the 80/20
        Settlement Proposal, including the surrender of the COLI
        policies, and that is subject to Court approval; and

    (b) clarify that the approval of the Motion only authorizes
        the Debtors to enter into the Closing Agreement on their
        own behalf (and not on behalf of any non-Debtors,
        including Fresenius).

             The Debtors' Control of the Tax Process

For the taxable years beginning in 1989 and continuing through
the tax year ending on September 28, 1996, the common parent of
the Grace federal consolidated group was W. R. Grace & Co.  In
late September of 1996 Grace combined its National Medical Care,
Inc. healthcare subsidiary with the worldwide dialysis business
of Fresenius AG.  As part of this Reorganization #1, Grace
Parent #1 changed its name to Fresenius Medical Care Holdings,
Inc., and ceased to be the common parent corporation of the
consolidated group that constituted the Grace historical
businesses for tax years of the Debtors subsequent to September
28, 1996.

As a matter of convenience to the IRS, the federal consolidated
tax return regulations generally provide that the common parent
of a tax consolidated group will act as agent for all other
taxpayers in the consolidated group and will control the manner
and timing of tax filings on behalf of the consolidated group.
The common parent is also the consolidated group's agent for
dealing with the IRS when there is an examination by the IRS of
the tax returns of the group.  Because Reorganization #1
resulted in the transfer of the historical Grace operations and
companies (including the Debtors and the companies now known as
Sealed Air Corporation and Cryovac, Inc.) to a new tax
consolidated group, those companies did not want Grace Parent #1
or Fresenius to retain control of the tax responsibilities for
the Grace consolidated group for the years 1989 to 1996.  
Accordingly, as part of Reorganization #1, Grace (including the
Debtors) entered into a Tax Sharing and Indemnification
Agreement that required Grace Parent #1 or Fresenius to appoint
Grace-Conn. to act as its agent with respect to tax matters
relating to the consolidated tax returns of the Grace
consolidated group for the taxable years through 1996.

The principle underlying TSIA #1 was simple and straightforward
-- the members of the Grace consolidated group (including the
Debtors) other than Fresenius and NMC retained control of the
dealings with the IRS for consolidated return tax years 1989 to
1996 as part of Reorganization #1 because they received the
benefits (refunds) and burdens (payments) of the tax assets and
liabilities of historical Grace (other than those attributable
to NMC).  Accordingly, TSIA #1, along with the Distribution
Agreement signed at the same time:

  -- assigned to the remaining members of the Grace consolidated
     group (including the Debtors) responsibility for filing and
     defending the relevant consolidated tax returns for the
     Grace consolidated group and payment of all taxes for
     historical Grace operations (other than those attributable
     to NMC), and

  -- gave Fresenius the right to indemnification for any
     failures to honor these commitments.

Pursuant to TSIA #1, Grace Parent #1/Fresenius provided to
Grace-Conn. and various officers and attorneys of Grace-Conn.
powers of attorney for purposes of allowing Grace-Conn., through
its agents, to control the dealings with the IRS regarding the
historical Grace operations.  The Debtors and Fresenius have
each continued to undertake and perform their duties and
obligations under TSIA #1 since the filing of this Chapter 11
case.  It is pursuant to their rights and obligations under TSIA
#1 that the Debtors have continued postpetition to exercise the
powers of a common parent, filed tax returns and notices on
behalf of Grace Parent #1/Fresenius, and conducted the
negotiations with the IRS regarding the Grace tax audits for tax
years 1989 to 1996 generally and the 80/20 Settlement Proposal
specifically.

                    The Debtors Must Not Agree
             To A Settlement On Behalf On Non-Debtors

Any Closing Agreement with the IRS for tax years 1989 to 1996
must be executed by and in the name of Fresenius on behalf of
the Grace Parent #1/Fresenius consolidated group for such tax
years. Likewise, for subsequent Grace consolidated group tax
years, the Closing Agreement must be executed by and in the name
of Sealed Air Corporation on behalf of the Grace Parent
#2/Sealed Air consolidated group.  Fresenius currently
understands that the IRS will require both Fresenius and the
Debtors to execute any Closing Agreement.  Because there are
potential conflicts between the Debtors' responsibility as agent
and attorney in fact for Fresenius, and the Debtors' other
interests, any order entered by this Court should clearly state
that it authorizes the Debtors to enter into a Closing Agreement
on their own behalf, and not on behalf of Fresenius.  This will
ensure that as to any Closing Agreement or other document
finalizing the settlement with the IRS, Fresenius will
individually determine its agreement to the terms of the Closing
Agreement and will execute such Closing Agreement in its own
name and on its own behalf.

To the extent that Judge Fitzgerald agrees with this position,
this Limited Objection is mostly moot.  If this is not the
Court's conclusion, in the absence of a Closing Agreement, it is
impossible for Fresenius to determine whether the terms or the
means by which the 80/20 Settlement Proposal is implemented will
have a material adverse effect on Fresenius and the Grace Parent
#1/Fresenius consolidated group.  Not surprisingly, Fresenius
simply cannot and will not agree to any COLI settlement until it
knows the actual terms and conditions of a Closing Agreement.

Given the numerous tax years involved, the existence of three
separate tax consolidated groups during these years (each with a
separate common parent: Grace Parent #1/Fresenius, Grace Parent
#2/Sealed Air and Grace Parent #3/ Debtor), the Debtors'
continuing postpetition duties as representatives of Fresenius,
and un-addressed issue of the timing and terms of the surrender
of the COLI policies by Grace-Conn., there exist significant
potential conflicts of interest between the Debtors, Fresenius
and Grace Parent #2/Sealed Air.  While it is possible that the
parties' common interests will prevent these conflicts from
materializing, this Court should not approve the Motion until
all of the terms of the Closing Agreement have been agreed among
the Debtors, Grace Parent #2/Sealed Air, Fresenius, and the IRS.
Until a Closing Agreement is finalized, there is nothing
definitive for this Court to approve.

                         Settlement Or Not,
          The Debtors Face Substantial Tax Liabilities

Although a precise calculation is not possible due to the
complexities of the Grace consolidated tax returns and other
unresolved tax disputes being protested by Grace, the Debtors'
tax liabilities for COLI deduction adjustments alone for the
years under the settlement agreement will approach $50,000,000,
without interest.  This is without regard to whatever additional
liabilities that will exist as a result of an ongoing IRS
examination process.

If Judge Fitzgerald were to require that the COLI Closing
Agreement provide for any COLI settlement-generated overpayments
to be paid to the Debtors, it would almost certainly doom the
settlement process from the start.  The IRS is not in the habit
of entering into settlement agreements that create tens of
millions of dollars of unsatisfied tax deficiencies and then
blindly acquiescing in a request for an alleged overpayment of
taxes by a taxpayer that is both under IRS examination of its
tax returns and in bankruptcy.

The PI Committee assumes that the IRS will implement a
settlement of the entire COLI controversy in a manner that
produces an overpayment of taxes, but then fail to act in its
own best interests.  The only thing the PI Committee's objection
is likely to achieve is IRS' refusal to further consider
implementing any COLI settlement.  Is this the pyrrhic victory
the PI Committee seeks on behalf of the Debtors?

The IRS has the same right to setoff as any other creditor.
Thus, the PI Committee's request should be summarily rejected.
(W.R. Grace Bankruptcy News, Issue No. 29; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


XCEL ENERGY: NRG Unit's 30-Day Grace Period Passes in Silence
-------------------------------------------------------------
As previously announced on September 16, NRG Energy, Inc., a
wholly owned subsidiary of Xcel Energy (NYSE:XEL), did not make
approximately $25 million in combined principal and interest
payments on 8.25 percent senior unsecured notes due in 2010 and
a special purpose "pass through" trust that is effectively an
8.70 percent senior unsecured obligation of NRG that matures in
2005.  The 30-day grace period to make payment ended yesterday
and NRG did not make the required payments.  As a result, NRG is
in default on these bonds.  As with all NRG debt issues, these
are non-recourse to the parent company, Xcel Energy.

"We continue to negotiate with our bondholders, as well as with
all of NRG's other lenders, in the context of a comprehensive
restructuring plan," said Richard C. Kelly, NRG president and
chief operating officer. "NRG intends to submit to its lenders
and bondholders a comprehensive restructuring plan by late
October."

NRG Energy develops and operates power-generating facilities.
Its operations include competitive energy production and
cogeneration facilities, thermal energy production and energy
resource recovery facilities.

Xcel Energy is a major U.S. electricity and natural gas company
with regulated operations in 12 Western and Midwestern states.
The company provides a comprehensive portfolio of energy-related
products and services to 3.2 million electricity customers and
1.7 million natural gas customers through its regulated
operating companies. In terms of customers, it is the fourth-
largest combination natural gas and electricity company in the
U.S. Company headquarters are located in Minneapolis.

NRG Energy Inc.'s 8.25% bonds due 2010 (XEL10USR2) are trading
at 19 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=XEL10USR2for  
real-time bond pricing.


ZAMBA SOLUTIONS: September 30 Balance Sheet Upside-Down by $4.2M
----------------------------------------------------------------
ZAMBA Solutions (OTCBB:ZMBA), announced its results for the
third quarter of 2002. Revenues before reimbursement for direct
costs were $2,449,000, compared to $7,669,000 for the third
quarter of 2001. Net loss was $1,038,000 compared to a net loss
of $937,000 for the third quarter of 2001.

At September 30, 2002, Zamba's balance sheets show a working
capital deficit of about $4.3 million and a total shareholders'
equity deficit of about $4.2 million.

"I am pleased with the progress we made in the third quarter."
said Norm Smith, President and Chief Executive Officer at ZAMBA.
"Our financial results reflect the strong execution by our
organization. We recorded revenue growth for the first time in
six quarters, our bookings increased to over $3.8 million, and
as a result of reducing our lease obligations, our headcount,
and improving operational efficiencies, we significantly beat
our expense targets. These results demonstrate our progress
towards our goal of becoming profitable in 2003."

ZAMBA Solutions is a CRM consulting and systems integration
company for Global 2000 organizations. Having served over 300
clients, ZAMBA is focused exclusively on customer-centric
services that help clients profitably acquire, retain and grow
customers by leveraging best practices and best-in-class
technology to enable insightful, consistent interactions across
all customer touchpoints. Based on the Company's expertise and
experience, ZAMBA has created an end-to-end CRM Blueprint - a
framework of interdependent processes and technologies that
addresses each aspect of CRM, including strategy, analytics and
marketing, contact center, content and commerce, field sales,
field service and enterprise integration.

ZAMBA's clients have included ADC, Aether Systems, Best Buy,
Canon ITS, GE Medical Systems, Enbridge Services, Hertz, General
Mills, Microsoft Great Plains, Northrop Grumman, Symbol
Technologies, Towers Perrin and Volkswagen of America. The
company has offices in Minneapolis, San Jose and Toronto. For
more information, contact ZAMBA at http://www.ZAMBAsolutions.com
or (800) 677-9783.


* BOND PRICING: For the week of October 21 - October 25, 2002
------------------------------------------------------------

Issuer                                Coupon  Maturity  Price
------                                ------  --------  -----
AES Corporation                        4.500%  08/15/05    21
AES Corporation                        9.375%  09/15/10    41
AES Corporation                        9.500%  06/01/09    43
Adaptec Inc.                           3.000%  03/05/07    70
Adelphia Communications                3.250%  05/01/21     7
Adelphia Communications                6.000%  02/15/06     7
Adelphia Communications                9.875%  03/01/05    35
Adelphia Communications                9.875%  03/01/07    33
Adelphia Communications               10.875%  10/01/10    33
Advanced Energy                        5.000%  09/01/06    68
Advanced Micro Devices Inc.            4.750%  02/01/22    47
Advanstar Communications              12.000%  02/15/11    66
Aether Systems                         6.000%  03/22/05    72
Agere Systems                          6.500%  12/15/09    53
Akamai Technologies                    5.500%  07/01/07    31
Alternative Living Services (Alterra)  5.250%  12/15/02     3
Alkermes Inc.                          3.750%  02/15/07    47
Alexion Pharmaceuticals Inc.           5.750%  03/15/07    62
Amazon.com Inc.                        4.750%  02/01/09    71
American Tower Corp.                   6.250%  10/15/09    43
American Tower Corp.                   9.375%  02/01/09    52
American & Foreign Power               5.000%  03/01/30    55
Americredit Corp.                      9.875%  04/15/06    75
Amkor Technology Inc.                  5.000%  03/15/07    26
Amkor Technology Inc.                  9.250%  05/01/06    70
Amkor Technology Inc.                  9.250%  02/15/08    66
Amkor Technology Inc.                 10.500%  05/01/09    47
AnnTaylor Stores                       0.550%  06/18/19    62
ANR Pipeline                           9.625%  11/01/21    72
Arco Chemical Company                  9.800%  02/01/20    73
Armstrong World Industries             9.750%  04/15/08    42
AMR Corporation                        9.000%  09/15/16    74
AMR Corporation                        9.750%  08/15/21    75
AMR Corporation                        9.800%  10/01/21    75
Asarco Inc.                            8.500%  05/01/25    35
Aspen Technology                       5.250%  06/15/05    37
Atlas Air Inc.                         9.250%  04/15/08    51
AT&T Corp.                             6.500%  03/15/29    75
AT&T Wireless                          8.750%  03/01/31    71
Aurora Foods                           9.875%  02/15/07    61
Avaya Inc.                            11.125%  04/01/09    61
Axcelis Technologies                   4.250%  01/15/07    62
Best Buy Co. Inc.                      0.684%  06?27/21    66
Bethlehem Steel                        8.450%  03/01/05    14
Borden Inc.                            7.875%  02/15/23    56
Borden Inc.                            8.375%  04/15/16    61
Borden Inc.                            9.250%  06/15/19    65
Borden Inc.                            9.200%  03/15/21    62
Boston Celtics                         6.000%  06/30/38    65
Brocade Communication Systems          2.000%  01/01/07    66
Brooks Automatic                       4.750%  06/01/08    71
Browning-Ferris Industries Inc.        7.400%  09/15/35    73
Budget Group Inc.                      9.125%  04/01/06    17
Burlington Northern                    3.200%  01/01/45    50
Burlington Northern                    3.800%  01/01/20    71
CSC Holdings Inc.                      7.625%  07/15/18    73
Calpine Corp.                          4.000%  12/26/06    41
Calpine Corp.                          4.000%  12/26/06    41
Calpine Corp.                          8.500%  02/15/11    38
Capital One Financial                  7.125%  08/01/08    68
Case Credit                            6.750%  10/21/07    74  
Case Corp.                             7.250%  01/15/16    69
Cell Therapeutic                       5.750%  06/15/08    42
Centennial Cell                       10.750%  12/15/08    57
Century Communications                 8.875%  01/15/07    34
Champion Enterprises                   7.625%  05/15/09    31
Charter Communications, Inc.           4.750%  06/01/06    29
Charter Communications, Inc.           5.750%  10/15/05    33
Charter Communications Holdings        8.250%  04/01/07    54
Charter Communications Holdings        8.625%  04/01/09    53
Charter Communications Holdings        9.625%  11/15/09    53
Charter Communications Holdings       10.000%  04/01/09    54
Charter Communications Holdings       10.000%  05/15/11    52
Charter Communications Holdings       10.250%  01/15/10    54
Charter Communications Holdings       10.750%  10/01/09    55
Charter Communications Holdings       11.125%  01/15/11    54
Ciena Corporation                      3.750%  02/01/08    59
Cincinnati Bell Telephone (Broadwing)  6.300%  12/01/28    71
Cincinnati Bell Inc. (Broadwing)       7.250%  06/15/23    70
CIT Group Holdings                     5.875%  10/15/08    74
CNET Inc.                              5.000%  03/01/06    55
Coastal Corp.                          6.375%  02/01/09    74
Coastal Corp.                          6.500%  05/15/06    69
Coastal Corp.                          6.500%  06/01/08    73
Coastal Corp.                          6.950%  06/01/28    45
Coastal Corp.                          7.420%  02/15/37    55
Coastal Corp.                          7.500%  08/15/06    73
Coastal Corp.                          7.750%  10/15/35    53
Coeur D'Alene                          6.375%  01/31/05    73
Coeur D'Alene                          7.250%  10/31/05    70
Cogentrix Energy                       8.750%  10/15/08    73
Comcast Corp.                          2.000%  10/15/29    18
Comforce Operating                    12.000%  12/01/07    57
Commscope Inc.                         4.000%  12/15/06    74
Computer Associates                    5.000%  03/15/07    72
Computer Network                       3.000%  02/15/07    64
Conexant Systems                       4.000%  02/01/07    26
Conexant Systems                       4.250%  05/01/06    34
Conseco Inc.                           8.750%  02/09/04     7
Conseco Inc.                          10.750%  06/15/09    23
Continental Airlines                   4.500%  02/01/07    31
Corning Inc.                           3.500%  11/01/08    51
Corning Inc.                           6.300%  03/01/09    62
Corning Inc.                           6.750%  09/15/13    51
Corning Inc.                           6.850%  03/01/29    42
Corning Inc.                           7.000%  03/15/07    73
Corning Inc.                           8.875%  08/15/21    54
Corning Glass                          7.000%  03/15/07    73
Corning Glass                          8.875%  03/15/16    58
Cox Communications Inc.                3.000%  03/14/30    35
Cox Communications Inc.                0.348%  02/23/21    70
Cox Communications Inc.                0.348%  02/23/21    70
Cox Communications Inc.                0.426%  04/19/20    42
Cox Communications Inc.                7.750%  11/15/29    25
Critical Path                          5.750%  04/01/05    63
Critical Path                          5.750%  04/01/05    63
Crown Castle International             9.000%  05/15/11    65
Crown Castle International             9.375%  08/01/11    65
Crown Castle International             9.500%  08/01/11    66
Crown Castle International            10.750%  08/01/11    70   
Crown Cork & Seal                      8.375%  01/15/05    68
Cubist Pharmacy                        5.500%  11/01/08    42
Cummins Engine                         5.650%  03/01/98    58
Cypress Semiconductor                  4.000%  02/01/05    73  
Dana Corp.                             7.000%  03/01/29    66
Dana Corp.                             7.000%  03/15/28    66
Delhaize America                       9.000%  04/15/31    72
Dillard Department Store               7.000%  12/01/28    70
Dobson Communications Corp.           10.875%  07/01/10    70
Dobson/Sygnet                         12.250%  12/15/08    74
Documentum Inc.                        4.500%  04/01/07    74  
Dresser Industries                     7.600%  08/15/96    60
DVI Inc.                               9.875%  02/01/04    73
Dynegy Holdings Inc.                   6.875%  04/01/11    41
EOTT Energy Partner                   11.000%  10/01/09    67
Echostar Communications                4.875%  01/01/07    74
Echostar Communications                5.750%  05/15/08    73
Edison Mission                         7.330%  09/15/08    71
El Paso Corp.                          7.000%  05/15/11    58
El Paso Corp.                          7.750%  01/15/32    57
El Paso Natural Gas                    7.500%  11/15/26    56
El Paso Natural Gas                    8.625%  01/15/22    65  
Emulex Corp.                           1.750%  02/01/07    72
Enron Corp.                            9.875%  06/15/03    16
Enzon Inc.                             4.500%  07/01/08    68
Equistar Chemicals                     7.550%  02/15/26    63
E*Trade Group                          6.000%  02/01/07    62
E*Trade Group                          6.750%  05/15/08    71
Extreme Networks                       3.500%  12/01/06    75
FEI Company                            5.500%  08/15/08    71
Finisar Corp.                          5.250%  10/15/08    55
Finova Group                           7.500%  11/15/09    30
Fleming Companies Inc.                 5.250%  03/15/09    35
Fleming Companies Inc.                10.625%  07/31/07    47
Food Lion Inc.                         8.050%  04/15/27    64
Ford Motor Co.                         6.500%  08/01/18    72
Ford Motor Co.                         6.625%  02/15/28    66
Ford Motor Co.                         7.125%  11/15/25    72
Ford Motor Co.                         7.500%  08/01/26    75
Fort James Corp.                       7.750%  11/15/23    68
Foster Wheeler                         6.750%  11/15/05    58
GCI Inc.                               9.750%  08/01/07    60
General Physics                        6.000%  06/30/04    51
Geo Specialty                         10.125%  08/01/08    71
Georgia-Pacific                        7.375%  12/01/25    65
Georgia-Pacific                        7.750%  11/15/29    74
Georgia-Pacific                        8.125%  06/15/23    71
Georgia-Pacific                        8.250%  03/01/23    73
Globespan Inc.                         5.250%  05/15/06    74
Goodyear Tire                          7.000%  03/15/28    63
Gulf Mobile Ohio                       5.000%  12/01/56    63
Hanover Compress                       4.750%  03/15/08    68
Hasbro Inc.                            6.600%  07/15/28    74
Health Management Associates Inc.      0.250%  08/16/20    72
Health Management Associates Inc.      0.250%  08/16/20    72
HealthSouth Corp.                      7.000%  06/15/08    61
HealthSouth Corp.                      8.375%  10/01/11    64
HealthSouth Corp.                      8.500%  02/01/08    74
HealthSouth Corp.                     10.750%  10/01/08    67
Hertz Corp.                            7.000%  01/15/28    66
Human Genome                           3.750%  03/15/07    65
Human Genome                           5.000%  02/01/07    73
Huntsman Polymer                      11.750%  12/01/04    67
I2 Technologies                        5.250%  12/15/06    57
ICN Pharmaceuticals Inc.               6.500%  07/15/08    62
IMC Global Inc.                        7.300%  01/15/28    70
IMC Global Inc.                        7.375%  08/01/18    73  
Ikon Office                            6.750%  12/01/25    67
Ikon Office                            7.300%  11/01/27    72
Imcera Group                           7.000%  12/15/13    67
Imclone Systems                        5.500%  03/01/05    57
Inhale Therapeutic Systems Inc.        3.500%  10/17/07    42
Inland Steel Co.                       7.900%  01/15/07    57
International Rectifier                4.250%  07/15/07    75    
Interpublic Group                      1.870%  06/01/06    71
JL French Auto                        11.500%  06/01/09    54
Juniper Networks                       4.750%  03/15/07    68
Kaiser Aluminum & Chemicals Corp.      9.875%  02/15/49    62
Kmart Corporation                      8.125%  12/01/06    16
Kmart Corporation                      8.250%  01/01/22    22
Kmart Corporation                      8.375%  07/01/22    22      
Kmart Corporation                      9.375%  02/01/06    16
Kulicke & Soffa Industries Inc.        5.250%  08/15/06    42
LSI Logic                              4.000%  11/01/06    75
LSP Energy LP                          8.160%  07/15/25    74
LTX Corporation                        4.250%  08/15/06    60
Lehman Brothers Holding                8.000%  11/13/03    63
Level 3 Communications                 6.000%  09/15/09    30
Level 3 Communications                 6.000%  03/15/09    33
Level 3 Communications                 9.125%  05/01/08    54
Liberty Media                          3.500%  01/15/31    62
Liberty Media                          3.500%  01/15/31    62
Liberty Media                          3.750%  02/15/30    47
Liberty Media                          4.000%  11/15/29    50
LSI Logic                              4.000%  11/01/06    72
LSI Logic                              4.000%  11/01/06    72
Lucent Technologies                    5.500%  11/15/08    70
Lucent Technologies                    6.450%  03/15/29    32
Lucent Technologies                    6.500%  01/15/28    46
Lucent Technologies                    7.250%  07/15/06    41
Magellan Health                        9.000%  02/15/08    18
Mail-Well I Corp.                      8.750%  12/15/08    47
Mail-Well I Corp.                      9.625%  03/15/12    66
Mastec Inc.                            7.750%  02/01/08    72
MCI Communications Corp.               7.500%  08/20/04    29
MCI Communications Corp.               7.750%  03/15/24    30
Medarex Inc.                           4.500%  07/01/06    57
Mediacom Communications                5.250%  07/01/06    61
Mediacom LLC                           7.875%  02/15/11    66
Mediacom LLC                           8.500%  04/15/08    75
Mediacom LLC                           9.500%  01/15/13    75
Metris Companies                      10.000%  11/01/04    75
Metris Companies                      10.125%  07/15/06    75
Mikohn Gaming                         11.875%  08/15/08    63
Mirant Corp.                           5.750%  07/15/07    30
Mirant Americas                        7.200%  10/01/08    47
Mirant Americas                        7.625%  05/01/06    63
Mirant Americas                        8.300%  05/01/11    42
Mirant Americas                        8.500%  10/01/21    35
Mirant Americas                        9.125%  05/01/31    59
Mission Energy                        13.500%  07/15/08    43
Missouri Pacific Railroad              4.750%  01/01/20    71
Missouri Pacific Railroad              4.750%  01/01/30    68
Missouri Pacific Railroad              5.000%  01/01/45    54
Motorola Inc.                          5.220%  10/01/21    53
Motorola Inc.                          6.500%  11/15/28    74
MSX International                     11.375%  01/15/08    63
NTL (Delaware)                         5.750%  12/15/09    14
NTL Communications Corp                6.750%  05/15/08    16
National Vision                       12.000%  03/30/09    60
Natural Microsystems                   5.000%  10/15/05    58
Navistar Financial                     4.750%  04/01/09    69
Nextel Communications                  5.250%  01/15/10    68
Nextel Communications                  6.000%  06/01/11    71
Nextel Partners                       11.000%  03/15/10    67
NGC Corp.                              7.625%  10/15/26    54
Noram Energy                           6.000%  03/15/12    68
Northern Pacific Railway               3.000%  01/01/47    50
Northern Pacific Railway               3.000%  01/01/47    50
Nvidia Corp.                           4.750%  10/15/07    75
ON Semiconductor                      12.000%  05/15/08    73
ONI Systems Corporation                5.000%  10/15/05    74
OSI Pharmaceuticals                    4.000%  02/01/09    63
Owens-Illinois Inc.                    7.800%  05/15/18    68
PG&E National Energy                  10.375%  05/16/11    36
Panamsat Corp.                         6.875%  01/15/28    71
Paxson Communications                 10.750%  07/15/08    75
Pegasus Satellite                     12.375%  08/01/06    49
Photronics Inc.                        4.750%  12/15/06    68
PMC-Sierra Inc.                        3.750%  08/15/06    65
Polaroid Corp.                        11.500%  02/15/06     5
Primedia Inc.                          7.625%  04/01/08    65
Primedia Inc.                          8.875%  05/15/11    73
Providian Financial                    3.250%  08/15/05    64
PSEG Energy Holdings                   8.500%  06/15/11    71
Public Service Electric & Gas          5.000%  07/01/37    72
Photronics Inc.                        4.750%  12/15/06    72
Quanta Services                        4.000%  07/01/07    49
Qwest Capital Funding                  7.000%  08/03/09    44
Qwest Capital Funding                  7.250%  02/15/11    44
Qwest Capital Funding                  7.625%  08/03/21    47
Qwest Capital Funding                  7.750%  08/15/06    62
Qwest Capital Funding                  7.900%  08/15/10    44
Qwest Communications Int'l             7.250%  11/01/06    48
RF Micro Devices                       3.750%  08/15/05    74
RF Micro Devices                       3.750%  08/15/05    74
Redback Networks                       5.000%  04/01/07    32
Rite Aid Corp.                         4.750%  12/01/06    67
Rite Aid Corp.                         7.125%  01/15/07    65
Rite Aid Corp.                         7.125%  01/15/07    69
Rockwell Int'l                         5.200%  01/15/98    72
Royster-Clark                         10.250%  04/01/09    67
Rural Cellular                         9.625%  05/15/08    49
Ryder System Inc.                      5.000%  02/25/21    73
SBA Communications                    10.250%  02/01/09    41
SCI Systems Inc.                       3.000%  03/15/07    57
Saks Inc.                              7.375%  02/15/19    72
Sepracor Inc.                          5.000%  02/15/07    50
Sepracor Inc.                          7.000%  12/15/05    62
Service Corp. Int'l                    6.750%  06/22/08    74
Silicon Graphics                       5.250%  09/01/04    54
Simula Inc.                            8.000%  05/01/04    73
Skechers USA, Inc.                     4.500%  04/15/07    65
Solutia Inc.                           7.375%  10/15/27    69
Sonat Inc.                             6.625%  02/01/08    61
Sonat Inc.                             6.750%  10/01/07    63
Sonat Inc.                             7.625%  07/15/11    53
Sonic Automotive                       5.250%  05/07/09    74
Sotheby's Holdings                     6.875%  02/01/09    73
Sprint Capital Corp.                   6.000%  01/15/07    74
Sprint Capital Corp.                   6.875%  11/15/28    60
Sprint Capital Corp.                   6.900%  05/01/19    63
Sprint Capital Corp.                   8.375%  03/15/28    66
Sprint Capital Corp.                   8.750%  03/15/32    72
TCI Communications Inc.                7.125%  02/15/28    74
TECO Energy Inc.                       7.000%  05/01/12    73
Tenneco Inc.                          10.000%  03/15/08    74
Tenneco Inc.                          11.625%  10/15/09    73
Tennessee Gas PL                       7.000%  10/15/28    52
Tennessee Gas PL                       7.500%  04/01/17    60
Tennessee Gas PL                       7.625%  04/01/37    56   
Teradyne Inc.                          3.750%  10/15/06    72
Tesoro Pete Corp.                      9.000%  07/01/08    52
Tesoro Pete Corp.                      9.625%  11/01/08    53
TIG Holdings Inc.                      8.125%  04/15/05    74
Time Warner Inc.                       6.625%  05/15/29    74
Transwitch Corp.                       4.500%  09/12/05    59
Trenwick Capital I                     8.820%  02/01/37    72
Tribune Company                        2.000%  05/15/29    68
Triton PCS Inc.                        8.750%  11/15/11    67
Triton PCS Inc.                        9.375%  02/01/11    63
Trump Atlantic                        11.250%  05/01/06    74
Turner Broadcasting                    8.375%  07/01/13    74
TXU Corp.                              6.375%  06/15/06    75
US Airways Passenger                   6.820%  01/30/14    68
US Airways Passenger                   9.010%  01/20/19    49
US Airways Inc.                        7.960%  01/20/18    72
Ugly Duckling                         11.000%  04/15/07    60
United Air Lines                      10.670%  05/01/04    20
United Air Lines                      11.210%  05/01/14    28
Universal Health Services              0.426%  06/23/20    71
US Timberlands                         9.625%  11/15/07    54
US West Capital Funding                6.250%  07/15/05    63
US West Capital Funding                6.375%  07/15/08    45
US West Capital Funding                6.875%  07/15/28    67
US West Communications                 7.250%  10/15/35    66
US West Communications                 7.500%  06/15/23    71
Utilicorp United                       7.625%  11/15/09    69
Utilicorp United                       7.950%  02/01/11    71
Utilicorp United                       8.000%  03/01/23    57
Utilicorp United                       8.270%  11/15/21    59
Veeco Instrument                       4.125%  12/21/08    66
Vertex Pharmaceuticals                 5.000%  09/19/07    73
Vesta Insurance Group                  8.750%  07/15/25    74
Viropharma Inc.                        6.000%  03/01/07    35
Vitesse Semiconductor                  4.000%  03/15/05    72
Weirton Steel                         10.750%  06/01/05    66
Westpoint Stevens                      7.875%  06/15/08    27
Williams Companies                     6.625%  11/15/04    65
Williams Companies                     7.125%  09/01/11    73
Williams Companies                     7.875%  09/01/21    65
Williams Holding (Delaware)            6.250%  02/01/06    70
Williams Holding (Delaware)            6.500%  12/01/08    56
Wind River System                      3.750%  12/15/06    69
Witco Corp.                            6.875%  02/01/26    68
Witco Corp.                            7.750%  04/01/23    75  
Worldcom Inc.                          6.400%  08/15/05    12
XM Satellite Radio                     7.750%  03/01/06    34
Xerox Corp.                            0.570%  04/21/18    56
Xerox Credit                           7.200%  08/05/12    57

                          *********

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-
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are $25 each.  For subscription information, contact Christopher
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                *** End of Transmission ***