TCR_Public/021022.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, October 22, 2002, Vol. 6, No. 209    

                          Headlines

ADVANCED LIGHTING: S&P Drops Sr. Rating to D over Missed Payment
AES CORP: S&P Rates Planned Bank Facility & Exchange Notes at BB
ALLIANCE PHARMACEUTICAL: Begins OTCBB Trading Effective Oct. 18
AMERCO: AM Best Hatchets Units' Financial Strength Ratings to B
AMERICAN BANKNOTE: New Securities Issued Under the Plan

AMERICREDIT: Asset-Backed Securitization Capped at $1.7 Billion
ANACOMP INC: Sells Swiss Subsidiaries to edotech Limited
ANGEION: BlueFire Expects Debt-Free Emergence Later This Month
AQUILA INC: Appoints Rick Dobson Interim Chief Financial Officer
ASSET SECURITIZATION: Fitch Junks 1996-D3 Class B-3 Notes Rating

AT&T CANADA: S&P Drops Select Senior Unsecured Debt Ratings to D
ATLAS AIR: S&P Downgrades Various Ratings on Liquidity Concerns
ATMEL CORP: Reports Improved Fin'l Results for 3rd Quarter 2002
BAUSCH & LOMB: Third Quarter Net Sales Climbs-Up 11% to $466.7MM
BIRMINGHAM STEEL: Special Panel Wins Nod to Hire Paul Hastings

CELL PATHWAYS: Falls Below Nasdaq Minimum Listing Qualifications
CELLPOINT INC: Swedish Bourse Will Delist SDRs Effective Nov. 1
CHAMPION TECHNOLOGIES: M-tron to Acquire Assets from US Bank
CONTINENTAL AIRLINES: Reaches Tentative Pact with Teamsters
CYPRESS: Market Pressures Spur S&P to Revise Outlook to Negative

DESA HOLDINGS: Wants to Keep Plan Filing Exclusivity Until Feb 1
DOE RUN RESOURCES: Revised Exchange Offer for Old Notes Expires
ENRON CORP: Assuming Travelers Indemnity's Insurance Program
EOTT ENERGY: Final DIP Financing Hearing Scheduled for Thursday
EXOTICS.COM INC: Brings-In Manning Elliott as New Accountants

FAIRCHILD DORNIER: Wants Lease Decision Time Extended to Dec. 31
FEDERAL-MOGUL: Committee Proposes Securities Trading Procedures
FLAVIUS CDO: Fitch Junks Class C and D Notes' Ratings
FLEMING COMPANIES: Commences Exchange Offer for 9-7/8% Notes
FOAMEX INT'L: Appoints Thomas E. Chorman as Chief Exec. Officer

GENERAL DATACOMM: Settles Trade Secrets Case with Lucent et. al.
GENTEK INC: Noma Company Needs Access to Cash Collateral
GLOBAL BUSINESS: Cash Flows Insufficient to Fund Business Plans
GLOBAL CROSSING: Court Approves Settlement with Nortel Networks
GRAY TELEVISION: S&P Affirms B+ Rating Following Share Offering

GREAT ATLANTIC & PACIFIC: S&P Lowers Corp. Credit Rating to BB-
GREENPOINT CREDIT: Fitch Junks Classes B and B-1 Notes' Ratings
GROUP TELECOM: U.S. Customer Wants to Reject Contracts with Unit
HAWK CORP: Completes Debt Exchange Offer and New Credit Facility
ITC DELTACOM: Delaware Court Confirms Reorganization Plan

KMART CORP: Gets Go-Signal to Assume 2 Ernst & Young Agreements
LTV CORP: With Strings, Exclusive Period Extended to Feb. 10
METALS USA: Texas Court Approves Chapter 11 Reorganization Plan
METROCALL: Court OKs Wilmer Cutler as Special Litigation Counsel
MIDLAND COGENERATION: Higher Natural Gas Prices Hurt Q3 Earnings

MTS INC: S&P Revises Implications on Junk Rating to Positive
MTS SYSTEMS: Appears Before Nasdaq Qualifications Hearing Panel
NAPSTER: Trustee & Committee Seek Approval of Napco Loan Pact
NATIONAL STEEL: Wants Exclusive Period Extended through April 7
NATIONSRENT INC: LaSalle Calls Issues for Mediation "One-Sided"

NEON COMMS: Committee Taps Communication Tech for Fin'l Advice
NEW WORLD RESTAURANT: S&P Puts Junk Credit Rating on Watch Neg.
NII HOLDINGS: Wants Plan Filing Exclusivity Extended to Nov. 20
NORTEL NETWORKS: Third Quarter Revenues Plummet 15% to $2.36BB
NRG ENERGY: Has Until Nov. 15 to Fulfill Collateral Requirements

NRG ENERGY: Restructuring on Course Despite Invol. Bankruptcy
OCWEN FINANCIAL: Fitch Maintains B Rating on Long-Term Debt
OUTSOURCING SOLUTIONS: S&P Junks L-T Counterparty Credit Rating
OWENS CORNING: U.S. Trustee Amends Asbestos Claimants' Committee
PG&E CORP: Obtains $300-Million in New Term Loan Agreement

PG&E NATIONAL ENERGY: Moody's Cuts Credit Rating to B3 from B1
PHAR-MOR: Intends to File Liquidating Ch. 11 Plan by Month's End
PICCADILLY CAFETERIAS: Shareholders' Meeting Slated for Nov. 4
PILLOWTEX CORP: Settles GE Capital Public Finance's Claims
RURAL/METRO: Gets Final Approval for Continued Nasdaq Listing

SEITEL INC: Noteholders Further Extend Standstill Agreement
SYNERGY TECHNOLOGY: Texas T Files Suit Claiming CPJ Technology
TOWER AUTOMOTIVE: Working Capital Deficit Narrows to $202 Mill.
TRENWICK GROUP: AM Best Lowers Various Ratings to Low-B Levels
US AIRWAYS: Reaches Pact with Mesa to Expand Reg'l Jet Network

US AIRWAYS: Seeks OK to Assume Regional Codeshare Pact with Mesa
U.S. STEEL: Fitch Applauds $500 Million Asset Sale to Transfar
VENTAS: Cohen & Steers Gets Waiver from 9% Ownership Limitation
VEMTAS INC: Amends Rights Agreement with National City Bank
VICWEST CORP: Lenders Waive Defaults Under Credit Agreements

WORLDCOM INC: Committee Gets Nod to Hire Akin Gump as Counsel

                          *********

ADVANCED LIGHTING: S&P Drops Sr. Rating to D over Missed Payment
----------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its senior
unsecured rating on Advanced Lighting Technologies Inc., to 'D'
from triple-'C'-minus following the company's failure to make
its $4 million interest payment on its 8% senior notes within
the 30-day grace period provided for in the note indenture. At
the same time, the corporate credit rating on Solon, Ohio-based
Advanced Lighting was lowered to 'SD' from triple-'C' and the
senior secured rating was lowered to triple-'C' from triple-'C'-
plus. The senior unsecured and corporate credit ratings were
removed from CreditWatch, where they were placed September 17,
2002. The senior secured rating remains on CreditWatch with
negative implications.

"The downgrade of the senior secured rating reflects Advanced
Lighting's weakened financial position and the increased risk
that the company could declare bankruptcy," said Standard &
Poor's credit analyst Martin King. Advance Lighting's auditors
have included in the company's financial statements language
about the uncertainty of its ability to continue as a going
concern. Advanced Lighting is in discussions with its lenders
and noteholders to address the company's failure to make its
bond interest payment, the technical default under the credit
facility, and its going concern issues.

The company's current financial difficulties have resulted from
its weak operating performance during 2001 and 2002 and a heavy
debt burden. For the fourth quarter ended June 30, 2002,
Advanced Lighting reported a $7.1 million net loss from the same
period last year. The company's subpar operating performance is
primarily attributable to the overall weak U.S. economy, which
has reduced demand for Advanced Lighting's metal halide
products; higher operating costs as a percentage of sales; and
competitive pricing.

Standard & Poor's will monitor the progress of the company's
discussions with its noteholders and lenders. The senior secured
rating would be lowered to 'D' if the company declares
bankruptcy.


AES CORP: S&P Rates Planned Bank Facility & Exchange Notes at BB
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its double-'B'
preliminary rating to the AES Corp.'s proposed $1.62 billion
senior secured bank facility and $350 million senior secured
exchange notes. AES' single-'B'-plus corporate credit rating
remains on CreditWatch with negative implications.

Standard & Poor's views the default risk of the bank facility
and exchange notes as 'B+', but the two-notch elevation of the
ratings on these instruments reflects Standard & Poor's high
degree of confidence that the collateral package provides enough
value for secured lenders to realize 100% recovery in a default
or stress scenario.

The collateral package consists of 100% of AES' equity interests
in its domestic businesses and 65% of the equity in its foreign
businesses.  The analysis assumes a bankruptcy court would
accord priority to the senior lienholders in a bankruptcy. In
addition to the liens granted, 50% of the proceeds of the
CILCORP sale, which are not included in the collateral
calculation, are to be used to pay down the bank facility.

AES' cash flow comes from a diversified mix of global businesses
that include utilities, distribution companies, contract
generation, and merchant generation. Political and currency
instability in Latin America, soft power markets in the U.K.,
increasing credit concerns with some of AES' contract
counterparties, and general market conditions in the power
sector have all threatened AES' cash flow base and severely
restricted AES' access to capital.

"The successful execution of this transaction would give AES
much needed flexibility by eliminating immediate liquidity
pressure and pushing out any substantial maturities until 2005,"
said credit analyst Scott Taylor. "However, reliance on bank
financing could present risks, as banks could exert increasing
control over AES' financing and operations should AES be unable
to reduce its debt burden to a more manageable level by selling
assets," he added.

If the transaction is successful, AES' corporate credit rating
would remain 'B+', reflecting the company's cash flow profile
relative to its debt burden, and the outlook would likely be
negative, reflecting the continued need to sell assets and pay
down debt. As asset sales are announced and executed and debt is
paid down, the rating could change, reflecting the changing cash
flow profile and debt burden. It should be noted that when the
transaction is executed, Standard & Poor's will rate all
unsecured debt 'B-', reflecting its disadvantaged position in a
bankruptcy. Standard & Poor's will not differentiate between
senior and subordinate unsecured issues in this regard. All
subordinate unsecured debt will also be rated 'B-', not 'CCC+'
as previously reported. Trust preferred securities would be
rated 'CCC+', and not 'CCC' as previously reported.

AES Corporation's 10.25% bonds due 2006 (AES06USR1), DebtTraders
reports, are trading at 34 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AES06USR1for  
real-time bond pricing.


ALLIANCE PHARMACEUTICAL: Begins OTCBB Trading Effective Oct. 18
---------------------------------------------------------------
NASDAQ Stock Market, Inc., delisted Alliance Pharmaceutical
Corp.'s (Nasdaq: ALLP) common stock from the NASDAQ National
Market for failure to meet the National Market continued listing
requirements.  Effective with the open of business on October
18, Alliance's common stock began trading on NASDAQ's Over-the-
Counter Bulletin Board under the symbol ALLP.OB.

Alliance Pharmaceutical Corp., is developing therapeutic and
diagnostic products based on its perfluorochemical and
surfactant technologies. Alliance's products are intended
primarily for use during acute care situations, including
surgical, cardiology, and respiratory applications. Imagent(R)
(perflexane lipid microspheres) is an ultrasound imaging agent
being marketed by Alliance in partnership with Cardinal Health,
Inc., Oxygent(TM) (perflubron emulsion), an intravenous oxygen
carrier, is being developed in the United States, Canada, and
Europe in conjunction with Baxter Healthcare Corporation.  
Additional information about the Company is available on
Alliance's Web site at http://www.allp.com  


AMERCO: AM Best Hatchets Units' Financial Strength Ratings to B
---------------------------------------------------------------
A.M. Best Co., has downgraded the financial strength ratings to
B (Fair) of Republic Western Insurance Company (Arizona), North
American Fire & Casualty Insurance Company (Louisiana), Oxford
Life Insurance Company (Arizona), Christian Fidelity Life
Insurance Company (Texas) and North American Insurance Company
(Wisconsin), placing all of the companies under review with
negative implications.

The companies had financial strength ratings ranging from B++ to
B+ and are all subsidiaries of AMERCO (Reno, NV) (NASDAQNM:
UHAL)--which is the parent of U-Haul International, Inc.
(Phoenix, AZ) -- the largest truck and trailer rental company in
the United States.

These actions follow the default by AMERCO of a principal
payment on a portion of its outstanding debt. As a result, the
organization's financial flexibility has been greatly reduced.
Earlier this month, AMERCO withdrew a $275 million public
unsecured debt offering due to what the company calls
unfavorable market conditions. The proceeds from this offering
could have avoided a default. Given the capital intensive nature
of the truck and trailer rental business, AMERCO needs to
resolve its capital needs in a quick and positive manner. In the
past, AMERCO has been able to offer significant financial
support to its insurance operations.  A.M. Best believes
AMERCO's ability to offer further support to its insurance
subsidiaries has been impaired by its recent circumstances.

AMERCO has hired Crossroads, LLC, to develop alternatives to
restructure its debt and is currently in negotiations with its
creditors. Given the current difficult environment in the
capital markets for raising funds--and the complexity of the
AMERCO organization--there is no guarantee that the company can
be successful in this restructuring. Even if successful, a re-
organization will take months to complete.

While AMERCO works to restructure its debt, the ratings of its
insurance companies will remain under review. During that time,
A.M. Best will continue its dialogue with the organization. If
A.M. Best believes the default will have a greater negative
impact on the insurance entities, or if AMERCO encounters
unexpected difficulties in its restructuring efforts, further
downgrades of the insurance companies will be necessary.

The financial strength ratings of B++ (Very Good) have been
downgraded to B (Fair) for the following subsidiaries of AMERCO
and are under review with negative implications:

     --  Oxford Life Insurance Company

     --  Christian Fidelity Life Insurance Company

The financial strength ratings of B+ (Very Good) have been
downgraded to B (Fair) for the following subsidiaries of AMERCO
and are under review with negative implications:

     --  Republic Western Insurance Company

     --  North American Fire & Casualty Insurance Company

     --  North American Insurance Company

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


AMERICAN BANKNOTE: New Securities Issued Under the Plan
-------------------------------------------------------
On August 28, 2002, American Banknote Corporation filed its
Current Report, dated August 28, 2002, reporting the entry of an
order on August 22, 2002 by the United States Bankruptcy Court
for the Southern District of New York confirming the Parent's
Fourth Amended Reorganization Plan.  On September 4, 2002, the
Parent filed Amendment No. 1 to its August 28 Report.

On October 1, 2002, the Plan became effective. On the Effective
Date, the Parent cancelled all shares of its preexisting common
stock and preferred stock, and commenced the issuance of its new
common stock, $.01 par value per share, and certain additional
rights, warrants and options entitling the holders thereof to
acquire New common stock, in the amounts and on the terms
described in the Confirmation and set forth in the Plan.

As a result of the securities issuances and exchanges required
under the Plan, the former holders of the $95 million principal
amount of the Parent's 11-1/4% Senior Subordinated Notes due
December 1, 2007 received on the Effective Date, in full
satisfaction, settlement, release, discharge of and in exchange
for such notes, approximately 10.6 million shares of New common
stock, representing approximately 90% of the initial shares of
New common stock of the reorganized Parent. Consequently, a
change in control occurred on the Effective Date, with control
of the Parent being transferred from the former holders of the
Parent's old common and preferred stock to the former holders of
the Parent's 11-1/4% Senior Subordinated Notes.

In addition, as a result of the securities issuances and
exchanges required under the Plan, Steven G. Singer, the
Parent's Chairman of the Board and Chief Executive Officer,
Steven A. Van Dyke, one of the Parent's Directors, and James
Dondero, another of the Parent's Directors, may be deemed to
exercise voting control, either directly or indirectly through
entities over which they exercise management control, over
approximately 18.4%, 27.6% and 17.0%, respectively, of the
Parent's New common stock.


AMERICREDIT: Asset-Backed Securitization Capped at $1.7 Billion
---------------------------------------------------------------
AmeriCredit Corp., (NYSE:ACF) announced the pricing of a $1.7
billion offering of automobile receivables-backed securities
through lead managers Credit Suisse First Boston and Deutsche
Bank Securities and co-managers Bank One Capital Markets, Inc.,
Lehman Brothers, Merrill Lynch & Co., and Wachovia Securities,
Inc.

The company uses net proceeds from securitization transactions
to provide long-term financing of automobile retail installment
contracts.

This transaction is AmeriCredit's first term securitization
transaction with MBIA Insurance Corporation (NYSE:MBI) as the
primary bond insurer. It is structured as an on-book financing
and therefore does not require gain-on-sale treatment.

"With this securitization, we're successfully executing our
strategies to fully fund the required credit enhancement at
closing and to expand our bond insurance program," said
AmeriCredit Chief Financial Officer Daniel E. Berce. "These are
important steps in our effort to position AmeriCredit for
stronger long-term performance."

The securities will be issued via an owner trust, AmeriCredit
Automobile Receivables Trust 2002-E-M, in seven classes of
Notes:  

Note Class    Amount     Average Life    Price     Interest Rate      
----------    ------     ------------    -----     -------------      
  A-1      $ 292,000,000  0.23 years   100.00000   1.81875%         
A-2-A      $ 140,000,000  0.90 years    99.99451   2.16%            
A-2-B      $ 267,000,000  0.90 years   100.00000   Libor + .15%     
A-3-A      $ 100,000,000  2.06 years    99.99305   2.97%            
A-3-B      $ 540,000,000  2.06 years   100.00000   Libor + .26%     
A-4-A      $ 160,000,000  3.40 years    99.98491   3.67%            
A-4-B      $ 201,000,000  3.40 years   100.00000   Libor + .37%     
            ------------                                              
          $1,700,000,000                                              
          ==============                                              

The weighted average coupon is 3.2%.

The Note Classes are rated by Standard & Poor's, Moody's
Investors Service, Inc. and Fitch, Inc. The ratings by Note
Class are:
                                                                      
Note Class      Standard & Poor's            Moody's       Fitch      
----------   ---------------------------     -------       -----      
   A-1                 A-1+                  Prime-1         F1+      
A-2-A                 AAA                     Aaa           AAA      
A-2-B                 AAA                     Aaa           AAA      
A-3-A                 AAA                     Aaa           AAA      
A-3-B                 AAA                     Aaa           AAA      
A-4-A                 AAA                     Aaa           AAA      
A-4-B                 AAA                     Aaa           AAA      
                                                                      
This transaction represents AmeriCredit's 36th securitization of
automobile receivables in which a total of more $27 billion of
automobile receivables-backed securities has been issued.

AmeriCredit Corp., is the largest independent middle-market auto
finance company in North America. Using its branch network and
strategic alliances with auto groups and banks, the company
purchases installment contracts made by auto dealers to
consumers who are typically unable to obtain financing from
traditional sources. AmeriCredit has more than one million
customers throughout the United States and Canada and more than
$15 billion in managed auto receivables. The company was founded
in 1992 and is headquartered in Fort Worth, Texas. For more
information, visit http://www.americredit.com  

                         *    *   *

As reported in Troubled Company Reporter's Oct. 1, 2002 edition,
Fitch affirmed the 'BB' rating for AmeriCredit Corp.'s senior
unsecured debt and removed the Rating Watch Negative following
their announcement of the completion of an equity offering in
the amount of $502 million. The Rating Outlook is Stable.
Approximately $375 million of debt is affected by this action.


ANACOMP INC: Sells Swiss Subsidiaries to edotech Limited
--------------------------------------------------------
Anacomp, Inc. (OTC Bulletin Board: ANCPA), a global provider of
information outsourcing, maintenance support and document output
solutions, announced the sale of the Company's Swiss
subsidiaries, which includes part of its Austrian business, to
edotech Limited, the Gloucestershire-based specialists in
customer communications.

"We are very pleased that we were able to find a buyer who will
continue to deliver quality service to our Swiss and Austrian
customers," said Jeff Cramer, president and CEO of Anacomp.  
"edotech is a strong, qualified partner who can invest the time
and resources required to maximize the potential of these
businesses as they have evolved to provide services that are no
longer aligned with our current worldwide offering strategy."

Under the terms of the sale, edotech will acquire Anacomp's
information outsourcing subsidiary in Switzerland, Cominformatic
AG, which encompasses FN Solutions Ges.m.b.H in Austria, as well
as Anacomp's maintenance support and document output solutions
subsidiary in Switzerland.  Anacomp's maintenance support and
document output solutions business in Austria, Anacomp
Ges.m.b.H, is not included in the sale.

"We are delighted to welcome Cominformatic into the edotech
group and look forward to working with the experienced
professionals there," commented Sam Ferguson, CEO of edotech.  
"The purchase of this business adds to edotech's technical
capabilities in the document storage and retrieval market and
fits nicely with our UK transactional print business."

Apart from its North American operations, Anacomp currently
provides service in Western Europe through its subsidiaries in
Austria, Belgium, Finland, France, Germany, Italy, Luxembourg,
The Netherlands, Scandinavia and the United Kingdom.  In
addition, the Company provides comprehensive technical and
maintenance services in more than 55 additional countries
through its worldwide network of dealers and distributors.

Headquartered in San Diego, Anacomp, Inc., provides information
outsourcing, maintenance support and document output solutions
for businesses and organizations around the globe.  Anacomp
offers a full range of solutions to meet end-user document
capture, presentation, retrieval and archive requirements, as
well as computer room and networking equipment services, output
systems and supplies needs.  Current service and product
offerings include digital document services, document imaging
services, print and micrographic services, business continuity
services, multi-vendor services and support, and imaging and
print systems and supplies.  For more information, visit
Anacomp's Web site at http://www.anacomp.com

Anacomp Inc.'s June 30 balance sheets show a negative working
capital of $16.3 million. The negative working capital resulted
from the current period reclassification of its $33.5 million
revolving credit facility, due June 30, 2003, from long-term to
current.

edotech was established in 1993 as an in-house facility for the
Barclays Group to meet the bank's need for digital document
printing and archiving services.  Following a successful MBO in
May 2000, edotech is now making its technical expertise,
knowledge and experience in high-volume laser printing, Internet
presentment and document archiving available to other
organizations. Clients today include large corporations in the
finance, utilities, telecommunications and assurance industries.  
edotech produces in excess of one billion pages of customer-
focused communications and 250 millions mail pieces per annum.  
For more information, visit http://www.edotech.com


ANGEION: BlueFire Expects Debt-Free Emergence Later This Month
--------------------------------------------------------------
BlueFire Research, an SEC registered investment adviser,
announced a new investment report on Angeion Corporation
(Nasdaq:ANGNQC-ANGN). BlueFire Research will monitor the company
until it emerges from bankruptcy, which is expected to occur in
late October 2002.

"Angeion's pending financial restructuring will give the company
the ability to fully focus on its new line of health & fitness
products," said Philip Wright, CFA, Research Director for
BlueFire Research. "The company expects to emerge with a
significantly stronger cash position, ready to take advantage of
the opportunities available in the health & fitness product
market right now."

Angeion Corporation, through its subsidiary Medical Graphics
Corporation, designs, manufactures and distributes non-invasive
cardio-respiratory diagnostic systems and related software for
the management and improvement of overall health and fitness.
The company recently introduced a new line of health and fitness
products, many of which are derived from Medical Graphics' core
technologies. These products, marketed under the New Leaf Health
and Fitness Brand -- http://www.newleaf-online.com-- help  
consumers effectively manage their weight and improve their
fitness.

For more information and a copy of the report, please send an
electronic mail message to director@bluefireresearch.com  or
telephone (612) 344-1000. The report is also available online at
http://www.bluefireresearch.comor through Thomson Financial's  
First Call Direct(R).

BlueFire Research is an SEC Registered Investment Advisor and
subsidiary of BlueFire Partners, Inc, a research driven boutique
capital markets firm based in Minneapolis, with an additional
office in New York City. BlueFire Research was formed in January
2000 to provide investment research on small capitalization
growth companies in health care, technology, telecommunications,
financial institutions, consumer, and industrial growth sectors.
BlueFire Research provides ongoing analyst coverage including
reports and periodic updates to investment professionals and the
investment community on mid-cap, small-cap and micro-cap
companies who, in most cases, are clients of BlueFire Partners.
The reports on companies who enjoy full coverage include
earnings estimates and recommendations based on fundamental and
relative valuation models. BlueFire Research reports are made
available to more than 2,000 institutional money management
firms, representing 30,000 portfolio managers and buy-side
analysts, through Thomson Financial's First Call Direct(R).

BlueFire Partners is committed to increasing the market value of
client-companies by focusing on independent, fundamental equity
research, capital markets advisory, including valuation and
merger and acquisition advisory, professional services and
strategic management counseling.


AQUILA INC: Appoints Rick Dobson Interim Chief Financial Officer
----------------------------------------------------------------
Aquila, Inc. (NYSE:ILA) -- whose preferred stock is currently
rated by Fitch at BB+ -- announced that Rick Dobson will become
the company's interim chief financial officer on November 20. He
will lead all accounting, treasury and financial management
activities for Aquila's U.S., and Canadian operations and will
report to Chief Executive Officer Richard C. Green, Jr.  Dan
Streek, CFO since August 2001, plans to leave the company later
this year and will work closely with Dobson during their
transition.

"Rick Dobson earned high marks from analysts earlier this year
when he led learning sessions on energy accounting," Green said.
"He has dealt with many of our most complex accounting issues
and I'm very confident in his ability to communicate with Wall
Street."

Dobson, 43, joined Aquila's energy merchant subsidiary as vice
president and controller in 1989 and held that post until 1995.
After working briefly for another company, he returned to Aquila
in 1997 as vice president, risk management and accounting. He
was an audit manager for Arthur Andersen from 1981 to 1989. A
Certified Public Accountant, Dobson holds a bachelor of business
administration degree from the University of Wisconsin and an
MBA in finance from the University of Nebraska.

Streek has been with Aquila since 1992 and has served as chief
financial officer since August 2001. Prior to that he was chief
financial officer and treasurer of the Aquila Merchant Services
subsidiary.

"Dan Streek led Aquila's accounting, finance and treasury
functions during an extraordinary period of growth, change and
now restructuring," said Green. "He played a key role in our
navigation through unprecedented circumstances."

Based in Kansas City, Missouri, Aquila operates electricity and
natural gas distribution networks serving customers in seven
states and in Canada, the United Kingdom, and Australia. The
company also owns and operates power generation assets. At June
30, 2002, Aquila had total assets of $11.9 billion. More
information is available at http://www.aquila.com  


ASSET SECURITIZATION: Fitch Junks 1996-D3 Class B-3 Notes Rating
----------------------------------------------------------------
Asset Securitization Corp.'s commercial mortgage pass-through
certificates, series 1996-D3, $7.8 million class B-3 is
downgraded to 'CCC' from 'B-' by Fitch Ratings. The following
classes are affirmed by Fitch: $134.9 million class A-1B, $321.0
million class A-1C, $19.6 million class A-1D, and interest only
class A-CS2 certificates at 'AAA', the $39.1 million class A-2
at 'AA', the $35.2 million class A-3 at 'A', the $39.1 million
class A-4 at 'BBB', the $43.0 million class B-1 at 'BB', and the
$27.4 million class B-2 at 'B'. The $15.7 million class A-5, the
$12.5 million class B-4 and the $799 class B-4H certificates are
not rated by Fitch. The rating actions follow Fitch's annual
review of the transaction, which closed in October 1996.
The downgrade reflects continuing deterioration in the pool's
collateral performance and the expected losses on the delinquent
loans. Fitch remains concerned about the high concentration of
hotel loans with 31 loans representing 26% of the pool. Also of
concern is the loan concentration with the top five loans
representing 32% of the pool. As of the October 2002
distribution date, ten loans (6.3%) were being specially
serviced, including a 30-day delinquent (0.34%), five 90-day
delinquent (4.4%), and three REO loans (1.4%). Realized losses
in the pool total $3.2 million, as a result of two discounted
payoffs in September 2002.

Six of the specially serviced loans (2.9% of pool), including
the three REO loans are secured by hotels. The largest REO loan
(0.6%) is secured by a limited-service hotel in Lubbock, TX
(0.6%). A letter of intent has been signed and closing is
scheduled for year-end; total exposure on this loan is
approximately $5.3 million and losses of approximately $1.5
million are expected. The second REO loan is secured by a full-
service hotel in Monroe, LA. The property was appraised at $3.8
million in September of 2001; total exposure on this loan is
$4.6 million and losses are expected. The third REO loan is
secured by a limited-service hotel in Goodyear, AZ (0.3%). The
property is currently under contract and closing is scheduled
for year-end; total exposure on this loan is $2.5 million and
limited losses are possible.

Losses are also expected on two other delinquent loans, which
are likely to become REO by year-end.

The cumulative interest shortfall on the non-rated class B-4 is
currently $2.6 million. The September 2002 interest shortfall on
classes B2 and B3 was reimbursed during the October remittance
period.

As of the October 2002 distribution date, the pool's aggregate
certificate balance has decreased by 11.2% to $695.3 million
from $782.6 million at issuance. The certificates are currently
collaterallized by 102 mortgage loans and nine defeased loans
(8.0%), with significant concentrations in California (27%),
Texas (17%), and Nevada (10%). CRIIMI MAE, the special servicer,
who is also responsible for collecting financial statements,
provided year-end 2001 financials for 97% of the non-defeased
loans. The YE-2001 weighted average debt service coverage ratio
(DSCR) increased to 1.59 times, from 1.57x as of YE 2000 and
1.42x at issuance. Fifteen loans, (5.2% by balance) reported YE-
2001 DSCR below 1.00x.

Fitch will continue to monitor this transaction, as surveillance
is ongoing.


AT&T CANADA: S&P Drops Select Senior Unsecured Debt Ratings to D
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered select senior
unsecured debt ratings on telecommunications company AT&T Canada
Inc., to 'D' from single-'C' following the company's filing
under the Companies' Creditors Arrangement Act (CCAA).

At the same time, the select senior unsecured debt ratings were
removed from CreditWatch, where they were placed June 14, 2002.
In addition, Standard & Poor's withdrew its bank loan rating on
the company's senior secured credit facility, which was repaid
in full upon successful conclusion of the deposit receipt
agreement on October 8, 2002.

"The ratings actions reflect the company's filing under CCAA,
albeit with the agreement of a steering committee representing
more than 70% of AT&T Canada's outstanding bonds and AT&T Corp.,
to advance a restructuring plan that would see all outstanding
public debt eliminated," said Standard & Poor's credit analyst
Linli Chee.

In return, bondholders will receive an aggregate minimum payment
of C$200 million cash and 100% of the new equity of the new
entity. At the same time, a new commercial agreement with AT&T
Corp. will be established, commensurate with a reduction in AT&T
Corp.'s equity interest in the company to 7%.

Completion of the restructuring, which is expected by the end of
2002, is subject to bondholder, regulatory, and court approvals.
Should it be completed successfully, the company would emerge
with no long-term debt obligations and a cash balance of about
C$100 million.

Standard & Poor's will meet with management to discuss the
company's revised business and financial profile, in light of
the restructuring, before revising the corporate credit rating
on the company.

AT&T Canada Inc.'s 12% bonds due 2007 (ATTC07CAR2) are trading
at 13.5 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ATTC07CAR2
for real-time bond pricing.


ATLAS AIR: S&P Downgrades Various Ratings on Liquidity Concerns
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Atlas
Air Worldwide Holdings Inc., and subsidiary Atlas Air Inc., and
placed the ratings on CreditWatch with negative implications.
Standard & Poor's lowered the corporate credit rating to single-
'B' from single-'B'-plus and senior unsecured debt to triple-
'C'-plus from single-'B'-minus.

Pass-through certificates Series 1998-1, Class A were lowered to
triple-'B'-plus from single-'A'-plus, Class B to double-'B' from
triple-'B', and Class C to double-'B'-minus from double-'B'. In
addition, Series 1999-1, Class A-1 were lowered to triple-'B'-
plus from single-'A'-plus, Class A-2 to triple-'B'-plus from
double-'A'-minus, Class B to triple-'B' from triple-'B'-plus,
and Class C to double-'B'-minus from double-'B'. Finally, Series
2000-1, Class A were lowered to single-'A'-minus from double-
'A'-minus, Class B to triple-'B'-minus from single-'A'-minus,
and Class C to double-'B' from double-'B'-plus.

The rating actions reflect concerns over the company's near-term
liquidity position. In addition, the rating actions on the pass-
through certificates reflect a deterioration in the value of
Boeing 747-400 freighter aircraft, which represent the
collateral for the securities. Purchase, New York-based Atlas,
which provides heavyweight air cargo services through its Atlas
subsidiary and scheduled, high-frequency airport-to-airport
cargo services through its Polar subsidiary, has about $2.5
billion of debt (including off-balance sheet leases).

Atlas announced on October 16 that it is initiating a re-audit
of its financial results for 2000 and 2001, following a
determination that certain adjustments must be made to prior
year results. "The restatement of financial results may affect
compliance with covenants in financial agreements, creating even
more pressure on an already constrained liquidity position in
the near term," said Standard & Poor's credit analyst Lisa
Jenkins. Atlas has stated that a definitive test of financial
covenants will require completion of the re-audit, which is not
expected before early 2003. As a result of the re-audit, the
company expects to delay the filing of its third-quarter 2002
Form 10-Q.

Atlas has stated that adjustments will be required in the areas
of inventory obsolescence, maintenance expense, and allowance
for bad debt and that, on a preliminary basis, it believes the
cumulative impact through 2001 will reduce after-tax income by
roughly $60 million to $65 million and increase year-to-date
2002 net income by $5 million to $10 million. Atlas reported a
loss of $61 million in 2001.

International commercial airfreight demand weakened sharply in
2001 and has remained weak this year. The resulting industry
pressures, combined with Atlas' high operating leverage and
substantial debt burden, have resulted in a deterioration in
Atlas' financial measures and constrained liquidity. There are
signs that airfreight demand is beginning to recover. In
addition, military flying, which has offset some of the decline
in commercial demand over the past year, is likely to remain a
solid contributor to revenue and earnings over the near to
intermediate term and could increase, depending upon how the
situation with Iraq develops. Atlas has stated that it expects
to report record results for the fourth quarter of 2002.
However, this may, in part, reflect seasonally strong demand and
what is probably a temporary increase in charter business
related to the recent 10-day closure of West Coast ports. Even
if industry fundamentals improve over the near to intermediate
term, commercial demand is unlikely to recover to 2000 levels
for another year or two. As a result, Atlas is expected to
continue to experience continued pressure on operating results
and liquidity over the near term.

Standard & Poor's will monitor the company's liquidity
situation, re-audit process, and bank negotiations. If it
appears that liquidity will become even more constrained or that
access to financing arrangements will be limited as a result of
the re-audit process, ratings are likely to be lowered.


ATMEL CORP: Reports Improved Fin'l Results for 3rd Quarter 2002
---------------------------------------------------------------
Atmel Corporation (Nasdaq:ATML) announced that revenues for the
third quarter ended September 30, 2002 totaled $298,657,000,
versus $314,753,000 in the second quarter of 2002 and
$294,752,000 in the third quarter of 2001. The total of cash,
cash equivalents, and short-term investments improved in the
quarter to approximately $500 million, from $445 million on June
30, 2002, due primarily to a federal tax refund.

During the third quarter, the Company recognized an asset
impairment charge and other costs of $39.6 million related to
the closure of manufacturing facilities. Including these
charges, the Company recorded a net loss of $102,325,000 for the
third quarter of 2002. Had these charges not been taken, the
Company would have reported a net loss of $62,695,000 for the
third quarter of 2002. "Included in the $62.7 million loss is
$12 million less of inventory, which cycled through the cost of
sales, and approximately $5 million in expense related to the
Irving, Texas facility, which was closed during the quarter,"
commented George Perlegos, President and Chief Executive Officer
of Atmel.

In the second quarter of 2002, the Company reported a net loss
of $478,931,000, which includes $341 million of asset impairment
charges related to non-commissioned manufacturing facilities and
a tax provision of $98.8 million for the writeoff of deferred
tax assets. In the third quarter of 2001, the Company reported a
net loss of $442,763,000, which included pre-tax restructuring
charges associated with workforce reduction and asset impairment
totaling $481,296,000.

"As we indicated in our press release of September 16, business
conditions continue to be challenging," continued Mr. Perlegos.
"However, we feel confident that our restructuring program is
reducing our cost structure, thereby enabling us to achieve
improved financial results. Company-wide, headcount was reduced
by almost 500 during the quarter as we moved forward with our
restructuring program.

"Sales of Flash products represented just over 10 percent of
total sales for the third quarter. Our 0.18 micron Flash process
technology is now working, and we are on track to complete
development of 0.13 micron process technology by the middle of
2003. Our previous fab investments have given us most of the
equipment to manufacture 0.13 micron in volume, in both our
North Tyneside, UK and Rousset, France facilities. We believe
today that we have the capacity to manufacture fifteen thousand
0.13 micron wafers per month company-wide.

"While we are maintaining our focus on streamlining our
operations, we are also continuing our efforts to develop the
right products and technologies to best serve our customers. In
particular, we are now developing a 1 Gigabit EEPROM Flash
product that is targeted for the data storage market, using a
new proprietary cell structure. Additionally, based on customer
feedback, we believe many opportunities exist in the wireless
solutions, security, EEPROM, and RF SiGe product markets. This
allows us to be very confident about the future prospect of our
business.

"Sales of our ASIC products were particularly strong in the
third quarter and represented 33% of total sales, compared to
30% of sales last quarter," continued Mr. Perlegos. "It is
important to note that many of our successful ASICs are standard
products with a high degree of Atmel IP incorporated within.
Specific ASIC products that performed well in the third quarter
include those targeted at the following applications: USB, set-
top box, cellular base stations, digital cameras, and wireless
LAN. Based upon customer feedback, we have identified many ASIC
business opportunities that will support continued growth next
year in excess of 25 percent for this business group.

"Looking ahead to the fourth quarter of 2002, the overall market
remains uncertain, but we believe that we have backlog to
support revenue in the fourth quarter of 0 to 5 percent higher
than the third quarter. Total expenses, which include cost of
sales, SG&A, and R&D expenses, should fall to a range of
approximately $310 million to $320 million in the fourth
quarter, and we expect to be EBITDA positive in the fourth
quarter and full year 2002 and beyond. As we have said in the
past, we are highly focused on returning the Company to
profitability as rapidly as possible by continuing to implement
cost reductions in our manufacturing operations and by
rationalizing our business in other areas where necessary. We
believe that the actions we are taking provide us with the best
opportunity to return to profitability, and to make 2003 a
profitable year," concluded Mr. Perlegos.

Founded in 1984, Atmel Corporation is headquartered in San Jose,
California with manufacturing facilities in North America and
Europe. Atmel designs, manufactures and markets worldwide,
advanced logic, mixed-signal, nonvolatile memory and RF
semiconductors. Atmel is also a leading provider of system-level
integration semiconductor solutions using CMOS, BiCMOS, SiGe,
and high-voltage BCDMOS process technologies.

                         *    *    *

As previously reported, Standard & Poor's assigned its single-
'B' corporate credit rating to Atmel Corp.  At the same time,
Standard & Poor's assigned a triple-'C'-plus rating to Atmel's
$512 million zero coupon convertible subordinated debentures due
2021.

The current outlook is negative.

The ratings on San Jose, California-based Atmel reflect weak
market conditions, a high cost structure, and substantial near-
term cash obligations, offset in part by the company's moderate
business diversity and currently good liquidity.


BAUSCH & LOMB: Third Quarter Net Sales Climbs-Up 11% to $466.7MM
----------------------------------------------------------------
Bausch & Lomb (NYSE:BOL) announced that third-quarter worldwide
sales of $466.7 million increased 11% over the third quarter of
2001.

Double-digit increases in the company's pharmaceuticals, contact
lens and lens care categories drove these overall results, while
the company also posted mid-single digit revenue increases for
cataract surgery products and essentially flat performance for
its refractive surgery category. Excluding the favorable impact
of currency, sales increased 9% for the quarter that ended
September 28, 2002. For the first nine months of 2002, the
company reported worldwide sales of $1.339 billion, up $115.7
million or 9% over 2001, with currency having no impact on year-
over-year results.

Bausch & Lomb also reported net earnings of $9.4 million for the
third quarter. These results compare to prior-year reported
earnings of $23.3 million. Both periods reflect the impact of
non-recurring items. Excluding such items, comparable-basis
earnings per share were $26.1 million in the third quarter of
2002 as compared to $20.5 million in the prior-year period.

"Our results this quarter exhibit continued solid progress
toward improving operational performance," said Bausch & Lomb's
Chief Executive Officer, Ronald L. Zarrella. "As we execute on
our plans to reduce costs and operate with a more disciplined
business approach, we are establishing good momentum toward
achieving our three-year financial targets."

             Restructuring Charges and Asset Write-Offs

Included in the reported third-quarter 2002 results were net
restructuring charges and asset write-offs totaling $25.5
million before taxes ($16.7 million after taxes). Of this
amount, $26.5 million before taxes related to the profitability
improvement plan Bausch & Lomb announced on July 27, 2002 as
well as to severance associated with the transfer of
PureVision(TM) extended wear contact lens manufacturing to
Waterford, Ireland following a ruling against the company in a
U.S. patent lawsuit. Additionally, a portion of previously
recorded restructuring charges was reversed, as it was no longer
needed. The components of the third-quarter charge follow.

Bausch & Lomb had previously estimated the charges associated
with the profitability improvement plan to total up to $20
million. The final charges reflect refinement of the estimates
used in developing the original disclosures. The company
continues to expect the profitability improvement plan to yield
annualized cost savings of approximately $90 million in 2005,
with nearly 60 percent of the savings realized in 2004.

The only reconciling items for the current-year quarter are the
restructuring charges and asset write-offs discussed above.

Reconciling items for the prior-year quarter include previously
disclosed costs associated with the termination of the Company's
former CEO and a gain recorded on the sale of stock in a
divested business, as well as the pro forma impact of adopting
Statement of Financial Accounting Standards No. 142 - Goodwill
and Other Intangible Assets at the beginning of 2002.

Under the terms of this new accounting pronouncement, the
company no longer amortizes goodwill recorded on its balance
sheet, and prior periods cannot be restated. Had the
pronouncement been in effect in 2001, third-quarter amortization
expense would have been reduced by $7.0 million before taxes, or
$4.5 million after taxes.

             Third-Quarter Revenues by Product Category

Contact lens revenues increased 13% from the third quarter of
2001, and were up 10% in constant dollars, powered by double-
digit gains in Europe and increases approaching 10% in both the
Americas and Asia regions. These trends were driven by strong
sales of the company's newer-technology lens offerings.

Lens care revenues increased 10% from the prior year in actual
dollars, and were up essentially the same percentage in constant
dollars. The Americas region, where U.S. sales have rebounded
from 2001, largely drove these gains. Strong double-digit actual
and constant dollar growth was also reported in Asia, largely
attributable to Japan. In Europe, lens care revenues were
essentially flat with the prior year, as currency benefits
offset moderate sales declines.

Pharmaceutical revenues increased 19% over the prior year, and
were up 17% in constant dollars. As in the past two quarters,
exceptionally strong performance in the Americas region led
these results, with 30% growth over the prior year. Sales growth
was achieved for proprietary and multisource pharmaceuticals, as
well as for the company's lines of ocular vitamins, which
benefited from the launch of Ocuvite(R) PreserVision(TM). In
Europe, a favorable currency environment offset modest constant
dollar sales declines that were largely due to the company's
decision to exit certain non-strategic product lines acquired
with Groupe Chauvin.

Cataract surgery product revenues were up 5% from the prior
year, and increased 2% in constant dollars. The results were
driven by higher sales of IOLs and phacoemulsification equipment
in Asia, which offset flat performance in the Americas and
moderate constant dollar declines in Europe.

Refractive surgery product revenues were essentially flat with
the third quarter of 2001, and declined 1% in constant dollars.
Strong growth in Asia was offset by declines in Europe and the
Americas, with softness noted in the refractive market in both
those regions.

               Balance Sheet and Cash Flow Highlights

The Company's liquidity remains strong. Cash and investments
stood at $342.8 million at the end of the third quarter,
compared to $534.4 million at year-end 2001. The overall
decrease reflects the repayment of a $200.0 million minority
interest obligation and debt reduction of $70.0 million earlier
in the year. Free cash flow continued to be strong, with $45.8
million generated in the 2002 third quarter, bringing the full-
year figure to $150.3 million. Inventory reduction was a
significant contributor to the third quarter's free cash flow,
and remains a key focus in asset management.

Bausch & Lomb had originally expected to issue up to $200
million in borrowings during the third quarter under its current
shelf registration. Strong free cash flow generation during the
quarter, coupled with generally unfavorable prevailing market
conditions, led the company to elect not to pursue these plans.
The company is targeting to issue between $150 million and $200
million in debt when market conditions improve.

               Company Comments on Expectations
                  for Fourth Quarter and 2003

Bausch & Lomb indicated it is comfortable with the current First
Call consensus estimate of $0.55 for the fourth quarter of 2002,
which would result in full-year comparable-basis earnings per
share of $1.68. The company's expectations for full-year revenue
growth in the upper-single digits remain unchanged, and it
expects the revenue trends noted in the first nine months of the
year in each of its product categories to continue.

For 2003, the company is projecting revenue growth in the mid-
single digits. Full-year comparable-basis earnings per share
will benefit from cost savings realized from the company's
ongoing profitability improvement program, and are targeted to
increase by approximately 20%, and to be between $2.00 and $2.05
per share.

Zarrella commented, "We spent much of 2002 identifying areas of
opportunity to take cost out of the business and developing
action plans to do so. Successful execution against those plans
should generate leveraged earnings improvement in 2003. With
those efforts behind us, our focus will now turn to growing the
top line, and identifying how we can assure sustainable,
attractive growth in each of our businesses beyond 2003."

Bausch & Lomb Incorporated is the preeminent global technology-
based healthcare Company for the eye, dedicated to helping
consumers see, look and feel better through innovative
technology. Its core businesses include soft and rigid gas
permeable contact lenses, lens care products, ophthalmic
surgical and pharmaceutical products. The Company is advantaged
with some of the most respected brands in the world starting
with its name, Bausch & Lomb, and including SofLens, PureVision,
Boston, ReNu, Storz and Technolas. Founded in 1853 in Rochester,
N.Y., where it continues to have its headquarters, the Company
had revenues of approximately $1.7 billion in 2001, and employs
approximately 12,000 people in more than 50 countries. Bausch &
Lomb products are available in more than 100 countries around
the world. Additional information about the Company can be found
on Bausch & Lomb's Worldwide Web site at http://www.bausch.com  

                            *    *    *

As reported in Troubled Company Reporter's March 14, 2002,
edition, Moody's Investors' Services downgraded Bausch & Lomb's
Senior Ratings to Ba1 from Baa3.


BIRMINGHAM STEEL: Special Panel Wins Nod to Hire Paul Hastings
--------------------------------------------------------------
The Special Committee of the Board of Directors of Birmingham
Steel Corporation and its debtor-affiliates secured permission
from the U.S. Bankruptcy Court for the District of Delaware in
their retention of Paul, Hastings, Janofsky & Walker LLP as its
special counsel.

The Directors owe a fiduciary duty to the Debtors' creditors and
equity security holders. In discharging their fiduciary duties
to oversee the Debtors' cases and make business decisions
beneficial to all stakeholders in the Debtors, the Directors
require guidance from special counsel.  Moreover, the retention
of Paul Hastings will assure proper management and
administration of the estates by the Debtors to provide special
counsel and assistance to the Special Committee of the BSC Board
of Directors.

Specifically, Paul Hastings will:

  a) assist and advise the Directors in ongoing corporate,
     securities law, and transactional matters;

  b) assist and advise the Directors in completing the asset
     sale to the Buyer;

  c) assist and advise the Directors on the appropriate
     discharge of their fiduciary duties to all constituencies
     during the duration of the Chapter 11 cases; and

  d) assist and advise the Directors in obtaining confirmation
     of, and implementing the Plan.

By separate application, the Debtors sought to retain other
special counsel, including Burr & Forman LLP and Balch & Bingham
LLP as special corporate and litigation counsel.  Paul Hastings'
services will not duplicate services provided by any other
professionals retained in these cases.  The Debtors will
continue to divide work to prevent duplication of services.

Currently, Paul Hastings' standard hourly billing rates for
professionals in its Georgia office are:

          Partners              $375 - $500 per hour
          Of Counsel            $295 - $425 per hour
          Associates            $175 - $325 per hour
          Paraprofessionals     $100 - $190 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.


CELL PATHWAYS: Falls Below Nasdaq Minimum Listing Qualifications
----------------------------------------------------------------
Cell Pathways, Inc., (Nasdaq:CLPA) received a letter, dated Oct.
17, 2002, from the Nasdaq Stock Market notifying the company
that the price of the company's common stock has closed below
the minimum $1.00 per share requirement for continued inclusion
in the Nasdaq National Market under Marketplace Rule 4450 for
the preceding 30 consecutive trading days. Under the Rule, the
company will be provided 90 calendar days, or until Jan. 15,
2003, to regain compliance. If at any time before Jan. 15, 2003
the bid price of the company's common stock closes at $1.00 or
more for a minimum of 10 consecutive trading days, the company
will be notified that the company complies with the bid price
provision of the Rule. If compliance with the Rule cannot be
demonstrated by Jan. 15, 2003, the company will be notified that
the company's common stock will be delisted from the Nasdaq
National Market. At that time, the company may appeal the
determination to a Listing Qualifications Panel.

The letter also stated that the company could apply to transfer
its common stock to the Nasdaq SmallCap Market. To transfer, the
company must satisfy the continued inclusion requirements for
the SmallCap Market, which makes available an extended grace
period for the minimum $1.00 bid price requirement. If the
company submits a transfer application and pays the applicable
listing fees by Jan. 15, 2003, initiation of the delisting
proceedings will be stayed pending review of the transfer
application. If the transfer application is approved, the
company will be afforded the 180 calendar day SmallCap Market
grace period, which commences with Oct. 17, 2002 and runs until
April 15, 2003. The company may also be eligible for an
additional 180 calendar day grace period provided that it meets
the initial listing criteria for the SmallCap Market under
Marketplace Rule 4310(C)(2)(A). This latter rule states that for
initial inclusion the issuer shall have 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.

The letter also stated that the company may be eligible to
transfer back to the Nasdaq National Market, without paying the
initial listing fees, if, by Oct. 13, 2003, the bid price of its
common stock maintains the $1.00 per share requirement for 30
consecutive trading days and it has maintained compliance with
all other continued listing requirements on that market. The
letter noted the possibility that the company might also be
eligible to transfer to the Nasdaq National Market under
Maintenance Standard 2 should it be able to demonstrate
compliance with those higher standards at that time ($50 million
in market value; $3 bid price).

If the company were to apply to transfer to the SmallCap Market
and if such application were not approved, and if the company
were not otherwise in compliance with the continued listing
requirements of the Nasdaq National Market, Nasdaq would then
delist the company's common stock. At that time the company
could appeal to a Listing Qualifications Panel.

If the company's common stock is no longer listed on the Nasdaq
National Market, the common stock could trade on the Nasdaq
SmallCap Market as discussed above, or in the over-the-counter
market in the "pink sheets" maintained by Pink Sheets LLC or on
the National Association of Securities Dealers' OTC Bulletin
Board, which was established for securities that do not meet the
Nasdaq listing requirements. Such alternative trading markets
are generally considered less efficient than the Nasdaq National
Market. Consequently, selling the company's common stock would
be more difficult because smaller quantities of shares would
likely be bought and sold, transactions could be delayed and
securities' analysts and news media coverage of the company may
be reduced. These factors could result in lower prices and
larger spread in the bid and ask prices for shares of the common
stock.

Cell Pathways, Inc., headquartered in Horsham, Pa., is a
development-stage pharmaceutical company focused on the
discovery, development and commercialization of novel and unique
medications to treat and prevent cancer and to treat certain
inflammatory diseases. The company additionally markets
oncology-related products manufactured by others. For additional
information on Cell Pathways, Inc., visit the company's Web site
at http://www.cellpathways.com


CELLPOINT INC: Swedish Bourse Will Delist SDRs Effective Nov. 1
---------------------------------------------------------------
Stockholmborsen's Board of Directors has decided to delist Cell
Point Inc.'s SDRs. The last day of trading is October 31, 2002.

CellPoint is listed at Stockholmsborsen's O-list. Due to the
company's unstable financial situation and uncertain future the
company was placed on the O-list under observation March 15th,
2002. The uncertainty still consists and the observation has
lasted for more than seven months. The period of observation
should be for a limited period of time and only in exceptional
cases for more than six months.

According to the listing agreements between Stockholmsborsen and
the company, the financial report should be released within two
months after the report period. CellPoint should according to
these agreements publish the financial report no later than
August 30th, 2002. The company did not release its report until
the same day that the Board of Directors decided to delist the
company, one and a half month too late. The Board of Directors
of Stockholmsborsen finds it obvious that CellPoint does not
fulfill the requirements for listed companies regarding
accounting practices and disclosure of stock market information.

The Board of Directors of Stockholmsborsen has decided to delist
CellPoint with regard to the large uncertainty that still
remains about CellPoint's financial situation and lack of market
information

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 Stockholmsborsen: 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.


CHAMPION TECHNOLOGIES: M-tron to Acquire Assets from US Bank
------------------------------------------------------------
M-tron Industries, Inc., a unit of Lynch Corporation (Amex:
LGL), has signed the final agreement to acquire certain assets
of Champion Technologies, Inc., from US Bank.  The company
announced an agreement in principle regarding this acquisition
on October 8, 2002.

"With this acquisition, M-tron enters the timing module market,
where we expect continued strong demand," said Bob Zylstra,
president of M-tron, "and we will offer the complete line of
Champion crystals, clock oscillators, and specialized crystal
oscillators, which are complementary to existing M-tron lines.

"Our manufacturing transition team is in place to efficiently
consolidate the Champion operations into M-tron's," Zylstra
said.  "Our focus is to quickly complete the consolidation,
while maintaining excellent service to M-tron's traditional
customers and to the customers who were previously served by
Champion."

Before the acquisition, M-tron and Champion Technologies
competed in the market for custom-designed electronic components
to control the frequency or timing of signals in communications
systems.

"We also have our supply-chain team in place to ensure a smooth
transition for our customers, with as few interruptions as
possible," Zylstra said. "Champion customers expect a reliable
supply chain, and we intend to maintain this important
characteristic of the company."

M-tron Industries is located in Yankton, S.D., and Champion
Technologies is in Franklin Park, Ill.  Lynch Corporation is
headquartered here.  M-tron does not intend to operate the
Champion factory in Illinois.  The company has agreed with
Champion's creditors that the creditors will manage the final
disposition of the factory and other Champion obligations.


CONTINENTAL AIRLINES: Reaches Tentative Pact with Teamsters
-----------------------------------------------------------
Continental Airlines and the International Brotherhood of
Teamsters reached a Tentative Agreement on October 18, 2002,
covering the Mechanics and Related Employee group, consisting of
Aircraft Technicians, GSE and Facilities Technicians, Utility
Mechanics, Ground Radio and Cleaners.  

The T/A provides increased wages improved work rules, increased
retirement benefits, and significantly improved job protection
guarantees.  Details will soon be released to the employees.

This agreement is subject to membership ratification during the
coming month.

DebtTraders says that Continental Airlines' 8% bonds due 2005
(CAL05USR1) are trading at 35 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CAL05USR1for  
real-time bond pricing.


CYPRESS: Market Pressures Spur S&P to Revise Outlook to Negative
----------------------------------------------------------------  
Standard & Poor's Ratings Services affirmed its double-'B'-minus
corporate credit rating on Cypress Semiconductor Corp., and
revised its outlook on the company to negative from stable. The
action reflected ongoing stresses in the data networking and
computing markets and the company's diminished financial
flexibility.

San Jose, California-based Cypress Semiconductor manufactures
specialty memory, timing, and logic semiconductors for the
networking, wireless, and computing markets. Cypress has about
$470 million in debt outstanding.

"Cypress faces substantial price pressures and soft market
conditions," said Standard & Poor's credit analyst Bruce Hyman.
"If the company does not substantially improve its
profitability, or if business conditions continue to erode,
ratings could be lowered."

The company has strengthened its product portfolio through
internal development and acquisitions, but a high percentage of
Cypress' revenues are subject to severe pricing pressures and
volatile demand, while rapid technology changes have required
high R&D expenses. Financial flexibility has decreased through a
combination of acquisitions and negative cash flows.

Although pressures had eased somewhat earlier this year, sales
in the September quarter were essentially flat with June, at
$205 million, but are expected to decline 5%-10% sequentially in
December.

The current weakness is largely in the computing markets, as the
company's communications products have been facing pressures for
several quarters. Recognizing stressed end markets, the company
has accelerated its cost reduction efforts, including the
termination of some R&D projects, to achieve net income
breakeven on sales of $200 million per quarter in the first half
of 2003. The prior breakeven level was $213 million in quarterly
revenues.


DESA HOLDINGS: Wants to Keep Plan Filing Exclusivity Until Feb 1
----------------------------------------------------------------
DESA Holdings Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend their
exclusive periods.  The Debtors tell the Court they need until
February 1, 2003, to file their chapter 11 plan, and until April
4, 2003, to solicit acceptances of that plan from their
creditors.

The Debtors relate that their management and professionals have
devoted extensive time and resources to numerous matters since
the filing of these Chapter 11 Cases, including:

  a) drafting and revising the amendments to the DIP order and
     DIP agreement, satisfying the requirements of the DIP
     agreement, and preparing for hearings on the approval of
     such DIP financing;

  b) managing the Debtors' entry into chapter 11;

  c) maintaining their relationships with customers, employees,
     and critical vendors;

  d) preparing their voluminous schedules and statements of
     financial affairs;

  e) commencing the process of reconciling certain reclamation
     claims;

  f) stabilizing their cash management operations; (g) retaining
     certain key employees and developing and negotiating a key
     employee retention program; and

  h) reestablishing communications with trade vendors, honoring
     certain prepetition obligations to certain essential trade
     vendors and attempting to reestablish favorable trade terms
     with such essential trade vendors.

Particularly, upon the commencement of the Company's Chapter 11
Cases, the Debtors determined in their business judgment that
the best way to maximize value for the benefit of their estates
and creditors was through an expeditious sales of their assets
and businesses as going concerns.  The Debtors filed a motion
for order authorizing and scheduling a public auction for the
sale of their assets.

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.


DOE RUN RESOURCES: Revised Exchange Offer for Old Notes Expires
---------------------------------------------------------------
The Doe Run Resources Corporation announces it achieved the
minimum tender of its Old Notes required to consensually
consummate its restructuring.  Doe Run intends to consummate the
Revised Exchange Offer (which is subject to the
completion of, among other things, the negotiation and
documentation required to finalize its senior loan agreement and
working capital facility) by the end of this week.

                         *    *    *

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


ENRON CORP: Assuming Travelers Indemnity's Insurance Program
------------------------------------------------------------
Since 1973 to the present, The Travelers Indemnity Company, its
affiliates and its predecessors, including Aetna Casualty and
Surety Company, have issued certain commercial insurance
policies to Enron Corp., which provides, among other things,
workers' compensation and employers' liability, maritime
liability, general liability and automobile liability coverage.  
Travelers also provided claims administration services for some
of Enron's self-insured programs.  Enron and Travelers entered
into agreements that prescribe the calculation and payment of
premium and reimbursement obligations and the provision of and
payment of claims services -- Travelers Insurance Program.

From 1978 through 1997, for workers' compensation, certain
general liability and automobile liability coverage, the
Travelers Insurance Program was reinsured by Enron's wholly
owned non-debtor subsidiary, Gulf Company, Ltd, subject to
various deductibles and per occurrence limits and annual
aggregate limits.  Enron's risk management department is
primarily responsible for Gulf's activities, including
controlling the premium flow and approving all claims charged to
Gulf.  From 1989 through May 2002, Enron's general liability
risks were self-insured and Travelers' affiliate provided claims
administration services for this self-insured program

In 1999, Enron transferred to American International Group, Inc.
its ongoing obligation to pay losses under the Travelers
Insurance Program up to an aggregate of $33,000,000 for the
coverage period from November 1, 1978 through May 31, 1999.  If
the amount of losses for that period under the Travelers
Insurance Program exceeds the limit, then Enron will be
responsible for those excess loss amounts.

The policies covered by the Travelers Insurance Program expired
on May 31, 2002.  However, post-coverage audit is still ongoing
to determine if Enron owes Travelers additional premiums for the
policies.  Conversely, with the significant reduction in
employee headcount since the Petition Date, Enron believes that
it is highly unlikely that it will owe Travelers additional
premiums after the audit of the policies.

To secure Enron's obligations under the Travelers Insurance
Program, Enron posted surety bonds equal to $2,850,000 and
irrevocable letters of credit for $2,925,000.  In addition,
Enron also established a loss fund of $440,000.

As of May 31, 2002, Enron and Travelers agreed to renew the
polices covered by the Travelers Insurance Program, other than
workers' compensation coverage in Texas, for the period from
June 1, 2002 to June 1,2003.  Enron is no longer self insured
for general liability coverage effective June 1, 2002.

After consultation with its broker, Enron believes that
Travelers is the only insurance provided willing to provide it
with the insurance coverage as set forth in the Renewed
Travelers Insurance Program.

In the event that Enron fails to pay its workers' compensation
obligations, it will be in violation of various state workers'
compensation laws, the DIP Facility and the guidelines of the
Office of the United States Trustee.  In the event that Enron
fails to continue the other insurance policies provided for in
the Renewed Traveler's Insurance Program, Enron will be exposed
to substantial liability for any damages resulting to persons
and property of Enron, its affiliated debtor entities and
others.

Accordingly, the parties entered into a Stipulation with respect
to the assumption of the Travelers Insurance Program through the
execution of the Renewed Travelers Insurance Program.  Judge
Gonzalez approved the terms of the Stipulation on September 12,
2002.

Under the Renewed Travelers Insurance Program, Enron will pay to
Travelers $3,141,227 annually, which will cover these costs:

    (i) Basic Premium;

   (ii) Maritime Liability -- Flat Charge

  (iii) Employers Liability -- Flat Charge;

   (iv) Deductible Administrative Expense Reimbursement;

    (v) Premium Taxes;

   (vi) Automobile Liability Premium; and

  (vii) Workers' Compensation Premium.

The limits, retention and aggregates for the policies provided
through the Renewed Travelers Insurance Program are:

                            Coverage     Aggregate
Policy                      Retention    Retention   Limits
------                      ---------    ---------   ------
Workers' Compensation        $500,000    $7,500,000  Statutory

Employer's Liability        2,000,000                $2,000,000

Maritime Liability          2,000,000    n/a          2,000,000

General Liability           2,000,000    n/a          2,000,000/
                                                      6,000,000

Automobile Liability          500,000                 2,000,000

The first $500,000 Employer's Liability and Automobile Liability
losses are applied to erode the $7,500,000 aggregate retention.

Moreover, in addition to the security requirement already in
place, Travelers has required Enron to post $17,000,000
additional collateral in cash or acceptable letter of credit.
The amount of this additional security is calculated as:

  Workers' Compensation/Employer's Liability:  $7,500,000
  Employer's Liability (excess of $500,000):    1,500,000 limit
  Maritime Liability:                           2,000,000 limit
  General Liability:                            6,000,000
(Enron Bankruptcy News, Issue No. 45; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


EOTT ENERGY: Final DIP Financing Hearing Scheduled for Thursday
---------------------------------------------------------------
EOTT Energy Partners, L.P.'s four operating subsidiaries -- EOTT
Energy Operating Limited Partnership; EOTT Energy Canada Limited
Partnership; EOTT Energy Pipeline Limited Partnership; and EOTT
Energy Liquids, L.P. -- borrowed money from Standard Chartered
Bank, in its separate capacities as a Letter of Credit Issuer
and the Administrative Agent for a consortium of Prepetition
Lenders under the terms of a Second Amended and Restated
Reimbursement, Loan and Security Agreement dated April 23, 2002,
as amended.

As of the Petition Date, the Prepetition Lenders are owed
$195,000,000 in outstanding revolving credit loans, $276,200,000
in reimbursement obligations relating to letters of credit; and
interest, fees, costs, expenses and indemnities.

EOTT Energy Partners, L.P. and EOTT Energy General Partner LLC
guarantee the Four Borrowers' obligations under the Prepetition
Credit Agreement.  The loan and guaranty obligations are secured
by a security interest in substantially all of the Debtors'
existing and after-acquired assets.

The EOTT Debtors are also parties to the $235 million First
Supplemental Indenture dated as of October 1, 1999 under which
the 11% Senior Subordinated Notes due 2009 were issued.  The
Indenture requires that each Restricted Subsidiary guarantee the
notes on a senior unsecured basis.  Accordingly, Operating,
Pipeline, and Canada guarantee the Senior Notes.

Operating is also a party to:

    (i) the Commodities Repurchase Agreement, dated as of
        February 28, 1998 (as amended as of June 22, 2001 and
        April 23, 2002, and as may further be amended, restated,
        supplemented, or otherwise modified from time to time);
        and

   (ii) the Restated Receivables Purchase Agreement, dated as of
        October 19, 1999 (as amended as of January 12, 2000 and
        April 23, 2002, and as may further be amended, restated,
        supplemented, or otherwise modified from time to time)
        with Standard Chartered Trade Services Corporation.

The Commodities Repurchase Agreement obligates Operating to
repurchase certain commodities purchased by Standard Chartered
Trade Services Corporation from Operating.  Under the
Receivables Purchase Agreement, Operating has obligations to
sell certain Receivables to Standard Chartered Trade Services
Corporation at certain prices and Standard Chartered Trade
Services Corporation is obligated to return the excess over its
investment to Operating.  Under both the Purchase Agreements,
Operating is obligated to pay fees, costs and other expenses to
Standard Chartered Trade Services Corporation.

The Prepetition Lenders assert that virtually all of the
Debtors' assets are subject to prior perfected security
interests in their favor.  As a result, the Debtors undertook an
analysis to determine whether they could operate postpetition
merely by using the Prepetition Lenders' cash collateral.  Based
on their analysis, the Debtors have concluded that they won't be
able to operate their businesses postpetition merely by using
the Prepetition Lenders' cash collateral.  A new postpetition
credit facility is required or the Debtors will not have
sufficient postpetition working capital to operate their
businesses.

During the 18 weeks ending February 1, 2003, the Debtors project
that total cash uses will exceed cash receipts by $30+ million:

                      EOTT Energy Partners, LP
                            Cash Forecast
              For the 18 Weeks Ending February 1, 2003

      Sources:
        Crude Receipts                         $130,821,000
        Canada Receipts                          31,200,000
        Pipeline Receipts                         3,915,000
        NGL & Product Receipts                    7,179,000
        MTBE Receipts                            53,120,000
        Storage & Grid Receipts                     500,000
        Other                                             0
                                              --------------
           Total Receipts                       226,735,000

      Uses:
        CGS:
           Crude Disbursements                   15,730,000
           Trade Payables                         1,900,000
           Royalty Disbursements                 89,600,000
           Pipeline Disbursements                    97,117
           NGL & Product Disbursements            2,189,000
           MTBE Disbursements                    40,819,160
           Tax Disbursements                     15,300,000
           Merc                                           0
                                              --------------
                                                165,635,277

        Operating and maintenance capital
           Payroll, Taxes, Garnishments          13,920,942
           Payroll benefits                       9,107,000
           ETS Monthly Operating                  4,150,000
           OLP Monthly operating                 21,471,875
           Pipeline Monthly Operating            11,726,119
           MTBE/G&S Monthly Operating             8,946,609
                                              --------------
                                                 69,322,545

        Expansion Capital & Non-Operating:
           Miss #3 Pipeline                       8,800,000
           Professional/Origination Fees          3,935,000
           Interest/LC Cost                       9,268,487
                                              --------------
                                                 22,003,487
           Total Uses
                                                256,961,309
                                              --------------
           Net Cash Inflows/(Outflows)         ($30,226,309)
                                              ==============

Dana R. Gibbs, President and Chief Executive Officer of EOTT
Energy Corp. (as general partner for EOTT Energy Partners, L.P.)
advises the Court that the Debtors approached several financial
institutions and financing sources regarding possible
postpetition financing.  No potential lender indicated a
willingness to lend money to Debtors on an unsecured basis or on
a junior lien-position basis.  Further, the Debtors cannot
compel the Prepetition Lenders to make postpetition advances to
the Debtors even in the event of availability under the
Prepetition Credit Agreement.  The Debtors concluded that their
possibility of obtaining acceptable financing from third parties
is remote, if not almost impossible.

Accordingly, the Debtors turned to the Prepetition Lenders for
help.  Extensive, good faith, arm's-length negotiations with the
Prepetition Lenders and others regarding postpetition financing,
the Debtors report, culminated in a New Debtor-in-Possession
Financing agreement backed by the Prepetition Lenders.

The salient terms of the DIP Financing Facility are:

Borrowers:     EOTT Energy Operating Limited Partnership;
               EOTT Energy Canada Limited Partnership;
               EOTT Energy Pipeline Limited Partnership; and
               EOTT Energy Liquids, L.P.,

Guarantors:    EOTT Energy Partners, L.P. and
               EOTT Energy General Partner LLC.

Letter of
Credit Issuer,
Agent and
Participants:  Standard Chartered Bank

Term Lenders
and Agent:     Lehman Commercial Paper Inc. and
               Lehman Brothers Inc.

Trade Finance: Standard Chartered Trade Services Corporation
               will offer $175,000,000 of funding under the
               SCTSC Purchase Agreements.

Collateral
Agent:         SCB will act as collateral agent on behalf of the
               LC Issuer, the LC Participants, SCTSC, the Term
               Lenders and the Administrative Agents.

Letter of
Credit
Facility:      $325,000,000 letter of credit facility.  Letters
               of credit outstanding in excess of $300,000,000
               (up to a maximum amount of $325,000,000) are the
               "Tier A Letters of Credit" and Letters of Credit
               outstanding in the aggregate amount of
               $300,000,000 or less are the "Tier B Letters of
               Credit".

Term Loan
Facility:      $50,000,000 of Tier A Term Loans and
               $25,000,000 of Tier B Term Loans

Maturity Date: The earliest of (i) March 31, 2003 and (ii)
               the effective date of a plan for reorganization
               of the Borrowers.

Roll Up:       The DIP Financing Facility transforms all of the
               Debtors' prepetition obligations to the
               Prepetition Lenders into postpetition obligations
               secured by postpetition liens.

Security:      Subject to a Carve-Out for payment of
               professional fees, the DIP Facilities and all
               obligations of the Borrowers and the Guarantors
               are granted superpriority claim status pursuant
               to 11 U.S.C. Sec. 364(c)(1), senior to any other
               claims of any entity under 11 U.S.C. Secs. 503,
               507, 1113, and 1114, and are secured by a first
               priority perfected priming security interest and
               lien on all of Borrowers' and Guarantors'
               properties and assets of every kind pursuant to
               11 U.S.C. Secs. 364(c)(2) and (3) and 364(d).

Waiver:        The Borrowers and Guarantors agree that the liens
               and security interests granted to the Collateral
               Agent will not be subject to Section 551 of the
               Bankruptcy Code, and may not be surcharged
               pursuant to Section 506(c) of the Bankruptcy
               Code.

Carve Out
Reserve:       To allow for payment of up to $2,000,000 of (a)
               allowed administrative expenses pursuant to 28
               U.S.C. Section 1930(a)(6) and (b) allowed fees
               and expenses incurred by the professionals
               retained by the Debtors and the official
               committee of creditors or noteholders pursuant to
               Sections 327 and 1103 of the Bankruptcy Code (but
               not including fees, costs and expenses of third-
               party professionals employed by the members of
               the committee), the DIP Lenders agree to a Carve-
               Out from their liens to permit payment of these
               amounts in the event the DIP Facility terminates.

                        *     *     *

At the First Day Hearing, Judge Schmidt found that the Debtors
make their preliminary case for needing a new source of working
capital financing and cash collateral securing EOTT's
obligations to the Prepetition Lenders is the only source of
cash. Accordingly, on an interim basis, Judge Schmidt authorizes
the Debtors to dip into the Prepetition Lenders' cash collateral
in accordance with the budgets those lenders agree to.  The
Prepetition Lenders are granted dollar-for-dollar replacement
liens to the extent EOTT uses any cash collateral.

Judge Schmidt will convene a second interim DIP Financing
hearing on October 17, 2002, in Houston, to review the terms of
the DIP Facility and any objections to the roll-up financing
proposal, the Debtors' waivers, the adequacy of the Carve-Out,
the propriety of the hair-trigger deadlines and the like.

A Final DIP Financing Hearing is scheduled for October 24, 2002,
in Houston. (EOTT Energy Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

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


EXOTICS.COM INC: Brings-In Manning Elliott as New Accountants
-------------------------------------------------------------
Exotics.com, Inc.'s principal accountant, Merdinger, Fruchter,
Rosen & Co., PC was dismissed as of October 7, 2002.  The
decision to change accountants was approved by the Board of
Directors.

A new accountant has been engaged as the principal accountant to
audit the Company's financial statements. The new accountant is
Manning Elliott, Chartered Accountants, engaged as of September
5, 2002.

Exotics.com provides on-line visual directories of male oriented
entertainment service through its subsidiary Exotics.com
(Delaware). By continuing to build an international brand and
attract millions of highly desirable visitors to its Web sites,
exotics.com is creating a springboard to launch a variety of
exotic and luxury related goods and services targeted at its
core customer - the affluent male pursuing an exotic and
luxurious lifestyle.

As previously reported, Merdinger, Fruchter, Rosen & Company,
P.C., independent auditors for Exotics.com, had stated, in their
June 28, 2002 Auditors Report:  "The accompanying consolidated
financial statements have been prepared assuming that the
Company will continue as a going concern.  The Company has
incurred substantial losses from operations and has a working
capital deficiency, which raises substantial doubt about its
ability to continue as a going concern."


FAIRCHILD DORNIER: Wants Lease Decision Time Extended to Dec. 31
----------------------------------------------------------------
Fairchild Dornier Corporation asks for more time from the U.S.
Bankruptcy Court for the Eastern District of Virginia to assume,
assume and assign, or reject unexpired leases of nonresidential
real property leases until December 31, 2002.

Fairchild currently owns a certificate issued under 14 CFR
Section 135 that is required in order to operate a Charter
Aircraft.  The Debtor has contracted with Aspen Executive Air to
sell the Part 135 Certificate. This sale requires approval from
the Bankruptcy Court, the Department of Transportation and the
Federal Aviation Administration. Pursuant to the proposed terms
of the sale to AEA, approval from all three entities must occur
on or before November 15, 2002. If the sale is approved, the
Debtor will no longer have any need to continue performing its
obligations under an Airport Lease and will promptly either
reject or seek assumption and assignment of that Lease.

Fairchild Dornier Corporation's involuntary chapter 7 case was
converted to a 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, Esq., at Tyler,
Bartl, Gorman & Ramsdell, PLC represent the Debtor in its
restructuring efforts.


FEDERAL-MOGUL: Committee Proposes Securities Trading Procedures
---------------------------------------------------------------
The Official Committee of Unsecured Creditors, in the chapter 11
cases involving Federal-Mogul Corporation and its debtor-
affiliates, seeks to implement information blocking procedures
in order to allow certain committee members to carry on with
their daily securities trading operations without violating
their fiduciary duties as committee members.  The Securities
Trading Committee Members will use a Securities Trading Wall so
they can continue trading in the Debtors' debt or equity
securities or other claims or interests during the pendency of
the Debtors' Chapter 11 cases without giving out non-public
information.

Eric M. Sutty, Esq., at The Bayard Firm, in Wilmington,
Delaware, informs the Court that there are committee members who
trade in securities or provides advisory services in relation to
securities trading as a regular part of their business.
Therefore, these members have a fiduciary duty to maximize
returns of their clients through the buying and selling of
securities.  But being members of the Creditors Committee in
these bankruptcy cases, the same members and their affiliates
also owe a fiduciary duty to other creditors not to divulge any
confidential or "inside" information regarding the Debtors.
Thus, Mr. Sutty points out, if a Securities Trading Committee
Member is barred from trading the Securities during the pendency
of the Bankruptcy Cases because of its duties to other
creditors, it may risk the loss of a beneficial investment
opportunity for its clients and therefore may breach that
fiduciary duty to its clients.  Likewise, if the same Committee
Member resigns from the Committee, its company's interests may
be compromised by virtue of taking a less active role in the
reorganization process.

"Creditors that, as a regular part of their business, trade
securities or perform investment advisory services should not be
forced to choose between serving on the Committee and risking
the loss of beneficial investment opportunities for their
clients or foregoing service on the Committee and possibly
compromising its responsibilities by taking a less active role
in the reorganization process," Mr. Sutty argues.

To resolve this conflict, the Creditors Committee intend to
adopt these Trading Wall procedures:

A. Each Securities Trading Committee Member will cause all its
   Committee Personnel to execute a letter acknowledging that
   they may receive non-public information and that they are
   aware of the Order and the Trading Wall procedures which are
   in effect with respect to the Debtors' securities;

B. The Committee Personnel will not share non-public Committee
   information with any other employees of the Securities
   Trading Committee Member, except regulators, auditors,
   immediate supervisors and designated legal personnel for the
   purpose of rendering legal advice to Committee Personnel.  
   The Committee Personnel will not share non-public Committee
   information with other employees;

C. The Committee Personnel will keep non-public information
   Generated from Committee activities in files inaccessible to
   other employees;

D. The Committee Personnel will not receive any information
   regarding the Securities Trading Committee Member's trades in
   the Debtors' securities in advance of the trades.  However,
   that Committee Personnel may receive the usual and customary
   internal and public reports showing the Securities Trading
   Committee Member's purchases and sales and the amount and
   class of claims and securities owned by the Securities
   Trading Committee Member; and

E. A Securities Trading Committee Member's compliance department
   personnel will review from time to time the Trading Wall
   procedures employed by the Securities Trading Committee
   Member as necessary to insure compliance with the Order.  The
   compliance department personnel will keep and maintain
   records of their review.

The Creditors Committee further proposes that any Securities
Trading Committee Member's Committee Personnel may sell any
securities, including the Debtors', to comply with their
client's directions without violating its fiduciary duties as
committee member. (Federal-Mogul Bankruptcy News, Issue No. 25;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders says that Federal-Mogul Corporation's 8.80% bonds
due 2007 (FMO07USR1) are trading at 17 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FMO07USR1for  
real-time bond pricing.


FLAVIUS CDO: Fitch Junks Class C and D Notes' Ratings
-----------------------------------------------------
Fitch Ratings has assigned the following ratings to the class A-
2A and A-2B notes issued by Flavius CDO Ltd., a collateralized
bond obligation backed by structured finance, emerging market,
and corporate debt. The class A-2 restructure will not, in
itself, adversely affect any of the other outstanding notes of
Flavius CDO Ltd.

The class A-2 restructure provides for delivery of the
$50,000,000 class A-2 notes to the issuer in exchange for
$25,000,000 class A-2A and $25,000,000 class A-2B notes. Cash
flows from Flavius CDO Ltd., that would have gone to pay the
original class A-2 note interest and principal will be available
for the new class A-2A and A-2B notes' interest and principal
payments due. This will ensure that cash flows to other notes in
the liability structure will not be affected adversely as a
result of the class A-2 restructure.

The newly issued class A-2A and A-2B notes will receive interest
and principal sequentially. An interest diversion test will
provide additional credit enhancement to the class A-2A notes.
This test may divert A-2B accrued interest to pay principal to
the class A-2A notes.

Fitch has withdrawn its rating on the following security:

     -- Class A-2 notes rated 'AAA'.

Fitch has assigned ratings to the following securities:

     -- Class A-2A notes rated 'AAA';

--Class A-2B notes rated 'BBB+'.

Also, Fitch has downgraded the ratings of three classes issued
by Flavius CDO Ltd.

The following security has been downgraded:

     -- Class B notes to 'BB+ from 'AA'.

The following securities have been downgraded and removed from
Rating Watch Negative:

     -- Class C notes to 'CC' from 'BBB';

     -- Class D notes to 'C' from.

These downgrades reflect deterioration in the credit quality of
the portfolio and are not a result of the aforementioned
restructure of the class A-2 notes.

In its evaluation of the transaction, Fitch ran several
different stress scenarios. Fitch also made adjustments to
default expectations of the collateral based upon negative
performance to date.

Flavius CDO Ltd., has experienced $17,500,000 (7%) defaults to
date. Its Weighted Average Rating Factor has also fallen
significantly since the deal's inception. As a result of failing
overcollateralization tests, Flavius CDO Ltd.'s C and D notes
deferred interest on the last two payment dates.


FLEMING COMPANIES: Commences Exchange Offer for 9-7/8% Notes
------------------------------------------------------------
Fleming Companies, Inc., (NYSE: FLM) has commenced its
previously announced registered exchange offer to exchange $260
million aggregate principal amount of its 9-7/8% Senior
Subordinated Notes due 2012, which have been registered
under the Securities Act of 1933, as amended, for any and all of
its outstanding 9-7/8% Senior Subordinated Notes due 2012, which
have not been registered under the Securities Act.

The purpose of the exchange offer is to fulfill Fleming's
obligations with respect to the registration of the Private
Notes.  Pursuant to a registration rights agreement entered into
by Fleming in connection with the sale of the Private Notes,
Fleming agreed to file with the Securities and Exchange
Commission a registration statement relating to the exchange
offer pursuant to which the Exchange Notes, containing
substantially identical terms to the Private Notes, would be
offered in exchange for Private Notes that are tendered by the
holders of those notes.

Any Private Notes not tendered for exchange in the exchange
offer will remain outstanding and continue to accrue interest,
but will not retain any rights under the registration rights
agreement except in limited circumstances.

The terms of the exchange offer are contained in an exchange
offer prospectus and related letter of transmittal.  The
exchange offer will expire at 5:00 p.m., New York City time, on
November 18, 2002, unless extended.  Private Notes tendered
pursuant to the exchange offer may be withdrawn at any time
prior to the Expiration Date by following the procedures set
forth in the letter of transmittal.

Requests for assistance or for copies of the exchange offer
prospectus and the related letter of transmittal should be
directed to Manufacturers and Traders Trust Company, the
exchange agent, at (716) 842-5602.

With its national, multi-tier supply chain network, Fleming is
the #1 supplier of consumer package goods to retailers of all
sizes and formats in the United States.  Fleming serves nearly
50,000 retail locations, including supermarkets, convenience
stores, supercenters, discount stores, concessions, limited
assortment, drug, specialty, casinos, gift shops, military
commissaries and exchanges and more.  Fleming serves more than
600 North American stores of global supermarketer IGA.  To learn
more about Fleming, visit its Web site at http://www.fleming.com  

                         *    *    *

As reported in Troubled Company Reporter's September 30, 2002
edition, Fleming Companies, Inc.'s senior unsecured debt was
lowered to 'BB-' from 'BB' by Fitch Ratings following the
company's announced plans to divest its retail business. At the
same time, Fleming secured bank facility is downgraded to 'BB'
from 'BB+' and its senior subordinated notes are lowered to 'B'
from 'B+'. About $1.9 billion in debt is affected by the rating
action. The Rating Outlook remains Negative.

The Negative Outlook continues to reflect uncertainty
surrounding Fleming's agreement with Kmart, as its contract with
Kmart has not yet been confirmed in the bankruptcy process,
There is also concern that additional Kmart stores may close,
which will adversely impact the company's wholesale business. In
addition, the inherent integration risks associated with
acquisitions made earlier this year also persist.


FOAMEX INT'L: Appoints Thomas E. Chorman as Chief Exec. Officer
---------------------------------------------------------------
Foamex International Inc. (NASDAQ: FMXI), the world's leading
manufacturer of flexible polyurethane and advanced polymer foam
products, announced that Thomas E. Chorman has been appointed to
the position of Chief Executive Officer, effective immediately.

Foamex also announced that Peter W. Johnson, former President
and Chief Operating Officer, has chosen to resign from the
Company. Mr. Chorman will have responsibility for all line and
staff functions.

"I am extremely pleased to have Tom as our new CEO," said
Marshall Cogan, Chairman and Founder of Foamex. "This is a
crucial time for Foamex, as the Company looks to improve
profitability, carry out Project Transformation to contain costs
and implement price increases. As an accomplished, multifaceted
executive with over 20 years of experience, Tom has proven to be
an invaluable member of the management team. On behalf of the
Board, I welcome Tom to his new role, and we look forward to his
continued contributions to the Company."

Mr. Chorman commented: "I am committed to very quickly improving
our productivity and profitability, focusing our business
operations, and building on our customer and employee
relationships. Foamex has a great deal of untapped potential,
and I believe that we have the people and the skills to deliver
much better results."

Mr. Cogan added: "We thank Pete Johnson for his many
contributions to Foamex over the past year. Pete conducted
himself in a remarkably admirable way while focusing on
improving the Company's operations. On behalf of the entire
Board of Directors, I wish him well in his future endeavors."

Mr. Chorman, 48, joined Foamex in September of 2001 as Executive
Vice President, Chief Financial Officer and later assumed
additional responsibilities as Chief Administrative Officer of
Foamex. Among his other responsibilities, Mr. Chorman played an
active role in building relationships with Foamex's customers
and vendors.

Prior to joining Foamex, Mr. Chorman was Chief Financial Officer
of Ansell Healthcare, Inc, a global manufacturer of medical and
industrial products, where he spearheaded significant
profitability-improvement and cash-generation projects. From
1997 to 2000, Mr. Chorman was Vice President, Finance and Chief
Financial Officer of Armstrong's Worldwide Floor Product
Operations, where he initiated and directed two major
acquisitions. Earlier in his career, Mr. Chorman spent 13 years
with Procter & Gamble, in positions with increasing
responsibility. While at Procter & Gamble, Mr. Chorman was
responsible for the company's manufacturing reorganization of
its North American supply chain. In addition, as Global Finance
Manager and CFO for Corporate New Ventures, he developed and
managed Procter & Gamble's strategic new product development
process.

In connection with his work at Procter & Gamble, Mr. Chorman was
awarded the International Franz Edelman Award for his work in
operations research management science, and his work in new
product portfolio and supply chain management are now part of
the curriculum at top graduate schools.

Mr. Chorman holds an MBA from Rutgers Graduate School of
Management and an undergraduate degree in economics from City
University of New York.

The Company also announced that it would initiate a search for a
new CFO.

Foamex, headquartered in Linwood, PA, is the world's leading
producer of comfort cushioning for bedding, furniture, carpet
cushion and automotive markets. The Company also manufactures
high-performance polymers for diverse applications in the
industrial, aerospace, defense, electronics and computer
industries as well as filtration and acoustical applications for
the home. For more information visit the Foamex Web site at
http://www.foamex.com  

As reported in Troubled Company Reporter's October 18, 2002
edition, Foamex International obtained a waiver from its bank
lenders of its financial covenants for the period ended
September 29, 2002. This waiver will be effective until November
30, 2002. The Company is currently in discussions with its bank
lenders to amend its financial covenants. Foamex expects to
receive the necessary covenant amendments by November 30, 2002,
although there can be no assurance that the covenants will be
amended.

At June 30, 2002, Foamex's balance sheet shows a total
shareholders' equity deficit of about $81 million.


GENERAL DATACOMM: Settles Trade Secrets Case with Lucent et. al.
----------------------------------------------------------------
General DataComm Industries, Inc., has reached a final
settlement with Lucent Technologies Inc. and certain other
parties in a trade secrets case. Under the terms of the
settlement, Lucent has agreed to pay $2.5 million to the
Company.

The Company is operating under Chapter 11 bankruptcy protection
and, therefore, the settlement  required the approval of the
U.S. Bankruptcy  Court.  The order approving the settlement was
entered by the U.S. Bankruptcy Court on October 11, 2002.

Under the terms of the order, the $2.5 million proceeds are to
be turned over to the Company's  secured lenders to be applied
to the principal balance of the pre-petition debt provided,
however, if Lucent were to file bankruptcy in the ensuing 90
days, the secured lenders may have to return the payment.


GENTEK INC: Noma Company Needs Access to Cash Collateral
--------------------------------------------------------
Just as GenTek Inc., and its debtor-affiliates have a critical
and immediate need to use the Lenders' Cash Collateral, Noma
Company has an equally urgent need for funds in order to
continue its operations.

Thus, the Debtors ask Judge Walrath to issue an interim order
approving and authorizing Noma to use the cash collateral under
a prepetition credit agreement dated March 13, 2001 among The
Bank of Nova Scotia, as Lender, Noma and two non-debtor
subsidiaries -- Sandco Automotive Ltd. and General Chemical
Performance Products Ltd., as Borrowers.

Jane M. Leamy, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, relates that, under the Canadian Borrower's Credit
Agreement, the Bank of Nova Scotia extended loans and other
financial accommodations to or for the benefit of the Canadian
Borrowers. In Noma's case, the loans amounted to CDN$9,000,000
in principal amount, plus accrued and unpaid interest and costs
and fees.  In turn, each Canadian Borrower granted to The Bank
of Nova Scotia first priority liens and security interests on
and in substantially all of their real and personal property to
secure their respective obligations under the Credit Agreement.

GenTek guaranteed all the loans, financial accommodations and
other amounts.

Before the Petition Date, GenTek determined that it was in their
best interests to reduce the obligations of the Canadian
Borrowers and to take an assignment from The Bank of Nova Scotia
of certain debt and security rights held by the Bank under the
Loan Documents.  Consequently, after negotiations, The Bank of
Nova Scotia agreed to assign its first priority debt and
security rights under the Loan Documents to GenTek, giving
GenTek the rights of first priority senior secured lender vis a
vis its Noma and Sandco subsidiaries.

As of the Petition Date, Noma owed GenTek CDN$9,000,000 in
principal amount on a senior secured basis.  Under the terms of
the Loan Documents, the GenTek Cash Collateral is Noma's cash on
hand as well as the amounts generated by the collection of its
accounts receivable, sale of inventory or other dispositions of
the Canadian Collateral constitute the proceeds of that Canadian
Collateral.

In consideration for Noma's use of the GenTek Collateral, Noma
will provide adequate protection for, and to the extent of, any
diminution in value of GenTek's interest in the Collateral.  
Noma will grant GenTek valid and perfected, replacement security
interests in and liens on all of Noma's right, title, and
interest in, to, and under all of its present and after-acquired
property.

The GenTek Replacement Liens will be:

    -- a first priority perfected lien on all of the
       Postpetition GenTek Collateral that is not otherwise
       encumbered by a validly perfected, non-avoidable security
       interest or lien on the Petition Date;

    -- subject to GenTek's rights under the Canadian Loan
       Documents, a first priority, senior, priming, and
       perfected lien on:

       (a) that portion of the Postpetition Noma Collateral that
           is comprised of Noma's interests in the Canadian
           Collateral; and

       (b) Postpetition Noma Collateral subject to a lien that
           is junior to the liens securing the Canadian Loan
           Obligations; and

    -- a second priority, junior perfected lien on all
       Postpetition Noma Collateral that is subject to a validly
       perfected lien as of the Petition Date.

The GenTek Replacement Liens will have priority over any
Replacement Liens on Noma Company assets granted to the Lenders
under an April 30, 1999 credit agreement.  GenTek and Noma are
borrowers under a credit agreement dated as of April 30, 1999,
as amended and restated as of August 9, 2000 and as of August 1,
2001 backed by a consortium of lenders for which JPMorgan Chase
Bank (formerly known as The Chase Manhattan Bank) serves as the
administrative agent, The Bank of Nova Scotia, serves as
Syndication Agent for the Lenders, and Deutsche Bank (formerly
known as Bankers Trust Company), serves as Documentation Agent
for the Lenders.

Additionally, Noma proposes to allow GenTek to execute and file
any mortgages, security documents, pledge agreements or other
documents to further evidence or record the Replacement Liens.

Noma Company also will make adequate protection payments.
Specifically:

  -- Noma will immediately pay to GenTek all accrued and unpaid
     interest on the Canadian Loan Obligations at the contract
     rate provided for in the Canadian Credit Agreement owing to
     GenTek under the Canadian Loan Documents and incurred prior
     to the Petition Date; and

  -- on the first business day of each month, Noma will pay all
     accrued but unpaid interest on the obligations under the
     Canadian Loan Documents at the contract rate provided for
     in the Canadian Credit Agreement in effect on the day
     immediately before the Petition Date.

The Noma's 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, including the
Section 507(b) Claims of the Lenders arising out of the Adequate
Protection Obligations.

Additionally, the Debtors suggest that the terms of the Interim
GenTek Cash Collateral Order be extended for the duration of
Noma's Chapter 11 case pursuant to a final order to be entered
by the Court following the Final Hearing. (GenTek Bankruptcy
News, Issue No. 2; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


GLOBAL BUSINESS: Cash Flows Insufficient to Fund Business Plans
---------------------------------------------------------------
Global Business Services, Inc., through its wholly-owned
subsidiary, Cyber Centers, Inc., and CCI's subsidiary, Postal
Connections of America Franchise Corp., is the owner-operator
and franchisor of retail stores that provide postal, shipping
and other business services and supplies. PCA franchises this
concept to third-party store owners.

On July 9, 1998 Better Technologies, Inc., was formed as a
Nevada corporation. The corporation's name was changed to
Inbound.com, Inc., in December 1999 and to Cyber Centers, Inc.,
on October 22, 2000. In October 1999, Better Technologies, Inc.,
acquired assets consisting of a substantial art collection and
several websites and Internet domain names with the intention of
operating an Internet retail art business. The business was not
successfully developed. In August 2002 the Company sold Web site
and domain name assets valued at $1,750,000 for investor
relations services to be performed over a three year period. It
is currently seeking to sell its art assets.

In December 1999 Global Business Services acquired the first of
seven retail stores that provide postal, shipping and other
business services and supplies.

Photovoltaics.com, Inc., was incorporated in Delaware on March
10, 1999 to manufacture thin film solar cells and sell them
through the Internet. This venture failed and the company's name
was changed to Pan-International Holdings, Inc., on June 6,
2000. On November 19, 2001 69% of the outstanding shares of
common stock of Pan-International was purchased by World Call
Funding, Inc., a Nevada corporation wholly-owned by Stephen M.
Thompson. The name of Pan-International was changed to Global
Business Services, Inc., on December 17, 2001. On February 22,
2002 Cyber Centers entered into a plan of reorganization with
Global which was treated, for accounting purposes, as a "reverse
merger" because Global had no significant assets or operations
at the time. Although Global was at the time a public "shell"
company which acquired all of the shares of Cyber Centers, for
accounting purposes Cyber Centers was treated as the accounting
acquiror and the public company.

Global Business directly owns and operates seven retail stores
in California and Arizona under the name "Postal Connections".
PCA is the franchisor of 37 independently owned locations (14 of
which have not yet commenced operations), all operating as
"Postal Connections" stores, in nine states.

"Global has suffered recurring losses from operations, which
raises substantial doubt about its ability to continue as a
going concern." This statement, dated September 6, 2002, may be
found in the Auditors Report concerning Global Business Services
Inc., made by the firm of Malone & Bailey, PLLC, of Houston,
Texas.

Total revenues increased 45% from 2001 to 2002. Current year
results include the full twelve months of operations for the
stores acquired during fiscal 2001. The Company acquired its
largest store, in Lake Havasu City, Arizona, at the end of 2001.

Store revenues increased 39% from 2001 to 2002. Franchise sales
and royalties increased 111% from 2001 to 2002. Additional
franchise revenues of $94,500 in each of 2002 and 2001 have been
collected, but deferred until the particular franchise stores
start operations.

Store sales gross profit percentage decreased from 57% to 35%
due to increased sales of lower margin items such as postage
stamps and United States Postal Service metered mail. Former
management was focused on increasing daily cash receipts without
regard to profitability. The Lake Havasu City store is a
contract post office for the United States Postal Service and
receives a flat fee for such services, rather than marking-up
stamps and metered mail as do the Company's other stores.
Additionally, the Company offered money transfer services for
only part of the prior year compared to the full current year.

Global had accumulated deficits of $10,759,522 and $9,677,094 as
of June 30, 2002 and 2001 respectively and a stockholders'
equity of $793,350 and $1,582,322 as of June 30, 2002 and 2001,
respectively.

Global expects operating losses and negative operating cash
flows to continue for at least the next twelve months. It
anticipates losses to continue because it expects to incur
additional costs and expenses related to marketing and other
promotional activities; hiring of management, sales and other
personnel; acquisitions of additional corporate stores;
potential acquisitions of related businesses; and expansion of
franchise sales activities.

                  Liquidity and Capital Resources

The Company's principal sources of operating capital have been
revenues from operations, private sales of common stock and debt
instruments, and shareholder loan arrangements. At June 30,
2002, it had a working capital deficiency of approximately
$1,023,007. However, current liabilities include approximately
$292,000 in shareholder notes; $189,000 of deferred revenues
that have already been collected; and $315,000 in convertible
notes which mature between April and June 2003. During the year
ended June 30, 2002, the Company supplemented its working
capital by receiving cash of $597,000 from the private sale of
its common stock and debt instruments. In addition, during the
year ended June 30, 2002, it issued 458,907 shares of its common
stock for services and fundraising.

While Global continues to actively seek out single and multi-
unit postal and business stores for acquisition, it believes
that cash flows generated from operations may not be sufficient
to fund such plans. Accordingly, it is likely that it will
require additional funding through private and public securities
offerings. There can be no assurance that it will obtain such
financing.


GLOBAL CROSSING: Court Approves Settlement with Nortel Networks
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the proposed Settlement Agreement between Global
Crossing Ltd., and its debtor-affiliates and Nortel Networks
Inc., in relation to Nortel's claims against the Debtors'
estate.

To recall, Nortel asserted claims against the Debtors and
certain non-Debtor affiliates for $41,900,000, including
administrative expense claims and claims having priority or
preference against certain non-Debtor affiliates. In addition,
Nortel asserted claims against the Debtors for certain future
obligations related to the Qtera Agreement and for value added
tax reimbursements.  

The salient terms of the Nortel Settlement Agreement are:

A. Parties:  Global Crossing Ltd., GC North American Networks;
   GC North America, GC Holdings; GC Pan European Crossing;
   Global Crossing Mexicana; S. de R.L. de C.V.; Global Crossing
   Development Co., Inc.; GC Telecommunications; and Nortel
   Networks;

B. 2002 Payment by Global Crossing to Nortel:  $6,610,000 by
   December 31, 2002, subject to reduction for certain amounts
   already paid by certain Global Crossing entities in the year
   2002, estimated to be $3,450,000;

C. Emergence Payment by GC Pan European Crossing to Nortel:
   $3,000,000 on the effective date of the Plan of
   Reorganization, provided, however, that in the event of
   certain transfers of the Debtors' right to use Nortel
   software, GC Pan European Crossing will, on account of the
   Emergence Payment, pay $1,000,000 to Nortel upon the closing
   of the transaction;

D. Payments by North American to Nortel Under the Qtera
   Agreement:

   -- $3,550,000 on September 30, 2003, and

   -- $6,000,000 on September 30, 2004, except that in the event
      GC North American Networks chooses to pay $7,550,000 under
      the Qtera Agreement by December 31, 2002, then the payment
      will result in a complete discharge of the Qtera
      Obligation;

E. Global Crossing Credits for Tax Overpayments:  Nortel has
   received a refund of taxes in which the Debtors exempt from
   paying and, subsequently, Nortel has issued $1,457,228.52 in
   credits to be applied against 2002 and 2003 Nortel invoices;

F. Allowed General Unsecured Claim:  Nortel will have an allowed
   general unsecured claim against GC Holdings in an aggregate
   amount not to exceed $100,000;

G. Global Crossing Release:  As of the Effective Date, the
   Debtors release Nortel from all claims relating to the
   Nortel Agreements, other than claims arising under any
   warranties contained in these agreements;

H. Nortel Release:  As of the Effective Date, Nortel releases
   the Debtors from all claims relating to the Nortel
   Agreements; and

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

   -- Equipment Purchase and Installation Contract dated as of
      July 30, 1999, between Nortel Networks Inc. and GC
      Mexicana;

   -- Global Purchase and License Agreement dated as of May 8,
      2001, between GC Holdings and Nortel, and associated
      orders;

   -- Global Purchase Agreement dated as of January 1, 1999,
      between Frontier Communications and Nortel and associated
      amendments extended to the earlier to occur of December
      31, 2002 or the execution of a new agreement with terms
      and conditions mutually agreed upon by the parties
      thereto;

   -- Qtera Agreement; and

   -- DMS 500 DSO ports letter agreement dated as of October 13,
      2000, between GC North America and Nortel. (Global
      Crossing Bankruptcy News, Issue No. 24; Bankruptcy
      Creditors' Service, Inc., 609/392-0900)


GRAY TELEVISION: S&P Affirms B+ Rating Following Share Offering
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its single-'B'-plus
corporate credit rating on TV station operator Gray Television
Inc., after its sale of $247.5 million in common stock.

Standard & Poor's said that it has also affirmed its other
ratings on Gray, including its single-'B'-plus bank loan rating
on the company's proposed $450 million senior secured bank
facility. All ratings were removed from CreditWatch where they
were placed with negative implications on April 4, 2002, due to
concerns about how the company might fund its planned purchase
of Stations Holdings Co. Inc., the parent company of Benedek
Broadcasting Corp. The current outlook is stable.

Proceeds from the stock offering and the proposed bank loan will
fund the Benedek purchase, which is expected to close around
October 22, 2002. Gray will also acquire the ABC-affiliate in
Reno, Nevada for $41.5 million and expects this deal to close by
December 31, 2002. Atlanta, Georgia-based Gray will have about
$660 million in debt after the Benedek deal closes.

"The transaction is being financed in line with Standard &
Poor's expectations," according to Standard & Poor's credit
analyst Steve Wilkinson. "As a result," he continued, "we are
affirming Gray's ratings with a stable outlook, as we had said
we would on September 5, 2002. These acquisitions will add 16
small-to medium-market television stations to Gray's 13 existing
TV stations and four newspapers and will improve the company's
network-affiliation, geographic, and cash flow diversity". The
stations will reach 5.3% of U.S. households and are affiliated
with the three major broadcast networks.

Standard & Poor's said that its ratings on Gray reflect the
strong market position of its TV stations, its decent
geographical and operational diversity, and the good margin and
free cash flow potential of television broadcasting. These
factors are balanced by its aggressive financial profile and the
slow growth and somewhat cyclical nature of the television
and newspaper industries.

Standard & Poor's noted that stability of the ratings will
depend on Gray's ability to generate positive discretionary cash
flow to gradually reduce its debt and improve its credit
measures. Significant debt-financed acquisitions could pressure
ratings.


GREAT ATLANTIC & PACIFIC: S&P Lowers Corp. Credit Rating to BB-
---------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its corporate credit
rating on The Great Atlantic & Pacific Tea Co. Inc., to double-
'B'-minus from double-'B' based on weaker-than-expected earnings
and a cautious outlook for future performance.

The outlook is negative. Montvale, New Jersey-based A&P had
total debt of $890 million as of September 7, 2002.

The ratings reflect weak earnings and cash flow protection,
which are somewhat mitigated by A&P's satisfactory market shares
in its major operating areas. "Most of A&P's markets are
experiencing increased promotional activity from both
traditional supermarkets and nontraditional channels of
distribution, as operators struggle for market share in a soft
consumer spending climate. Trading down to lower-margin product
by consumers and deflation in certain product categories are
compounding the difficulties in the sector," said Standard &
Poor's credit analyst Mary Lou Burde.

Standard & Poor's also said that soft consumer spending and
heightened promotional activity by stronger competitors could
continue to pressure A&P's sales and operating margins. If
current trends do not reverse, cash flow protection measures
could weaken further, and the rating could be lowered.

A&P's operating profitability over the past two years has been
uneven, and current trends are poor. Although same-store sales
rose 0.5% in the second quarter, EBITDA fell to $59 million from
$74 million in the prior year. This follows a rise in operating
profit for fiscal 2001 (ended February 23, 2002). The
inconsistent performance reflects a high cost structure and
mixed results from restructurings, which included store closings
and a program to improve the supply chain and information
technology infrastructure.


GREENPOINT CREDIT: Fitch Junks Classes B and B-1 Notes' Ratings
---------------------------------------------------------------
Fitch Ratings downgrades the following six classes of GreenPoint
Credit Manufactured Housing Contract Trusts due to the poor
performance of the underlying loans in the transactions:

     --  Series 1999-5 class B to 'CCC' from 'BBB+';  
     --  Series 2000-1 class B-1 to 'CCC' from 'BBB';  
     --  Series 2000-1 class M-2 to 'BBB-' from 'A';  
     --  Series 2000-1 class M-1 to 'AA-' from 'AA';  
     --  Series 2000-3 class B-1 to 'B' from 'BBB';  
     --  Series 2000-3 class M-2 to 'A-' from 'A'.  

The loans underlying the transactions are currently serviced by
GreenPoint Credit. Due to the company's lack of dealer
relationships as a result of exiting the manufactured housing
lending business in January 2002, loss severities on liquidated
repossessions are in the range of 75-85%.


GROUP TELECOM: U.S. Customer Wants to Reject Contracts with Unit
----------------------------------------------------------------
GT Group Telecom Inc., (TSX: GTG.B, GTG.A) announced that its
subsidiary had received notice that one of its U.S. customers
intends to reject its agreements with Group Telecom because the
capacity under these agreements is excess to its core needs.

The customer, representing approximately US$1.5 million of
revenue per month for Group Telecom, is operating under Chapter
11 of the U.S. Bankruptcy Code. The customer claims its Chapter
11 proceedings provide it with the ability to reject its
existing agreements with Group Telecom.

Group Telecom is considering all of its options as a result of
the purported rejection.

Group Telecom is Canada's largest independent, facilities-based
telecommunications provider, with a national fiber-optic network
linked by 454,125 strand kilometers of fiber-optics, at March
31, 2002. Group Telecom's unique backbone architecture is built
with technologies such as Gigabit Ethernet for delivery of
enhanced network performance and Synchronous Optical Network for
the highest level of network reliability. Group Telecom offers
next-generation high-speed data, Internet, application and voice
services, delivering enhanced communication solutions to
Canadian businesses. Group Telecom operates with local offices
in 17 markets across nine provinces in Canada. Group Telecom's
national office is in Toronto.


HAWK CORP: Completes Debt Exchange Offer and New Credit Facility
----------------------------------------------------------------
Hawk Corporation (NYSE: HWK) announced that $64,417,000, or
approximately 99%, in principal amount of its 10-1/4% Senior
Notes due 2003 had been validly tendered and accepted for
exchange by the Company.  Hawk expects to issue its new 12%
Senior Notes due 2006 in exchange for the 10-1/4% notes on
October 23, 2002.  The exchange offer for the notes and the
related solicitation of consents to amend the indenture for the
10-1/4 % notes expired Friday last week.

Concurrently with the acceptance of the 10-1/4% notes for
exchange, the Company completed its new credit facility with
J.P. Morgan Business Credit Corp., JPMorgan Chase Bank, Fleet
Capital Corporation and PNC Bank, National Association.  The new
credit facility has a maximum commitment of $53.0 million.  The
Company will use the proceeds of the new credit facility to pay
off its existing senior secured credit facility in full, pay
transaction costs associated with the new credit facility and
the exchange offer, provide for future working capital needs and
for general corporate purposes.

Banc of America Securities LLC is the exclusive dealer manager
for the exchange offer.  D.F. King is the information agent and
HSBC Bank USA is the exchange agent.  Additional information
regarding the terms and conditions of the exchange offer may be
obtained by contacting Banc of America Securities LLC at (888)
292-0070.

Hawk Corporation is a leading worldwide supplier of highly
engineered products.  Its friction products group is a leading
supplier of friction materials for brakes, clutches and
transmissions used in airplanes, trucks, construction equipment,
farm equipment and recreational vehicles.  Through its precision
components group, the Company is a leading supplier of powder
metal components for industrial applications, including pump,
motor and transmission elements, gears, pistons and anti-lock
sensor rings.  The Company's performance automotive group
manufactures clutches and gearboxes for motorsport applications
and performance automotive markets.  The Company's motor group
designs and manufactures die-cast aluminum rotors for small
electric motors used in appliances, business equipment and
exhaust fans. Headquartered in Cleveland, Ohio, Hawk has
approximately 1,600 employees and 16 manufacturing sites in five
countries.

                         *    *    *

As reported in Troubled Company Reporter's August 7, 2002
edition, Standard & Poor's placed its single-'B'-minus
corporate credit rating on Hawk Corp., on CreditWatch with
positive implications following the company's S-4/A filing with
the SEC, which indicated the company was in the process of
exchanging its senior unsecured notes and would be obtaining a
new bank credit facility in the near term.

The CreditWatch listing affects about $100 million in
outstanding debt securities. The Cleveland, Ohio-based company
is a highly engineered components manufacturer.


ITC DELTACOM: Delaware Court Confirms Reorganization Plan
---------------------------------------------------------
ITC-DeltaCom, Inc., an integrated telecommunications and
technology provider to businesses in the southern United States,
announced that the United States Bankruptcy Court for the
District of Delaware Friday confirmed the Company's proposed
plan of reorganization. The Bankruptcy Court confirmation
follows overwhelming acceptance of the plan by approximately
99.8% of the senior note holders, 100% of the convertible note
holders, and over 98% of the shareholders voting on the plan, in
terms of principal amount voted. ITC-DeltaCom anticipates that
the plan will become effective, and that ITC-DeltaCom will
emerge from the restructuring process, later this month.

The confirmed plan of reorganization eliminates $515 million in
senior note and convertible subordinated note debt. The plan
also provides for a $30 million preferred equity financing to
further strengthen the Company's balance sheet.

"The pre-negotiated reorganization plan filed by our holding
company and now confirmed by the court will allow our quick
emergence as a free cash flow positive business," said Larry
Williams, ITC-DeltaCom's chief executive officer. "We will
continue to focus on our core retail business and provide our
customers with the exceptional level of service they have come
to expect, positioning us for long-term financial viability and
growth."

Under the terms of the plan, the outstanding notes will be
cancelled and the noteholders will receive common stock in the
reorganized Company. The Company and the lenders under the
Company's $160 million senior secured credit facility will enter
into amendments to that facility, which are described in the
plan.

ITC-DeltaCom, Inc.'s operating companies, ITC-DeltaCom
Communications, Inc. and Interstate FiberNet, Inc., were not
included in the court-supervised proceeding and have continued
to operate in the ordinary course of business throughout the
restructuring process. ITC-DeltaCom, Inc., filed for
reorganization on June 25, 2002.

ITC-DeltaCom, headquartered in West Point, Georgia, provides,
through its operating subsidiaries, integrated
telecommunications and technology solutions to businesses in the
southern United States and is a leading regional provider of
broadband transport services to other communications companies.
ITC-DeltaCom's business communications services include local,
long distance, enhanced data, Internet access, managed IP,
network monitoring and management, operator services, and the
sale and maintenance of customer premise equipment. ITC-DeltaCom
also offers colocation, web hosting, and managed and
professional services. The Company operates 35 branch offices in
nine states, and its 10-state fiber optic network of
approximately 9,980 miles reaches approximately 175 points of
presence. ITC-DeltaCom has interconnection agreements with
BellSouth, Verizon, Southwestern Bell and Sprint for resale and
access to unbundled network elements and is a certified
competitive local exchange carrier in Arkansas, Texas, and all
nine BellSouth states. For additional information about ITC-
DeltaCom, please visit the Company's Web site at
http://www.itcdeltacom.com


KMART CORP: Gets Go-Signal to Assume 2 Ernst & Young Agreements
---------------------------------------------------------------
Kmart Corporation and its debtor-affiliates obtained permission
from the U.S. Bankruptcy Court for the Northern District of
Illinois to assume two consulting services agreements between
Kmart and Ernst & Young:

A. Custom and Duties Agreement

   Beginning in 1999, Ernst & Young provided consulting services
   to the Debtors to advise them with respect to customs and
   duties.  The Customs and Duties Agreement concerns the
   implementation of procedures designed to capture first the
   sale savings for the Debtors.  The objectives of the
   Agreement is for Ernst & Young to develop and implement a
   comprehensive work program detailing the activities, tasks
   and personnel necessary for the overall project.

   The Agreement entitles Ernst & Young to a fee equal to the
   lesser of 10% of the actual duty recoveries -- including
   interest paid by U.S. Customs -- and reductions realized by
   Kmart over a 5-year period or 175% of Ernst & Young's
   standard hourly rates and documented expenses.  Ernst & Young
   will only receive a fee upon receipt of reimbursement or
   reduction in duties by U.S. Customs and subsequent invoicing
   by Ernst & Young.

B. FTB Audit Agreement

   Ernst & Young provides assistance to Kmart in responding to
   the audit by the California's Franchise Tax Board for the
   fiscal years ending January 1986 through January 1995.  The
   assistance includes representing Kmart on various issues
   before the California Boards of Equalization and Franchise
   Tax Board.  This representation includes:

       (1) analyzing facts;
       (2) preparing protests;
       (3) settlement and appeal documents; and
       (4) dealing with the respective California agencies on
           Kmart's behalf.

    Ernst & Young's fee for those services is based on a
    combination of time spent on the services and the value of
    the services.  The hourly portion of the arrangement will be
    billed monthly at standard hourly rates, plus out-of-pocket
    expenses, capped at $600,000.  The value portion of the fee
    arrangement is 10% of the benefits (tax and interest)
    achieved by Ernst & Young over $23,000,000.  This portion of
    the fee will be paid upon settlement by the various
    California agencies. (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.


LTV CORP: With Strings, Exclusive Period Extended to Feb. 10
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio
extended, for the fifth time, LTV Steel Company Inc., and
debtor-affiliates' exclusive periods to file a chapter 11 plan.
The Debtors' exclusive period to propose and file a plan is
extended to February 10, 2003, and that they retain the
exclusive right to solicit acceptances of that plan until April
11, 2003.

As a condition to the agreement of the creditor constituencies
to these further extensions, the Debtors agree that they will
use their best efforts to submit to counsel for the Postpetition
Lenders of Copperweld Corporation and Welded Tube Holdings,
Inc., and Copperweld Canada Inc., a non-debtor, and each of
their respective subsidiaries, and counsel for each of the
official committees in these cases, on or before:

(a) by November 29, 2002, a reasonably detailed draft five-year
    business plan for the Copperweld Entities (on a monthly
    basis for calendar years 2003 and 2004 and on a quarterly    
    basis thereafter), including a balance sheet, cash flow
    statement and income statement, with a reasonably detailed
    discussion of assumptions underlying the projections, and,
    on such earlier dates as they become available, any and all
    completed portions of the business plan;

(b) by November 29, 2002, a draft disclosure statement for a
    plan of reorganization for the Debtor Copperweld Entities;
    and

(c) by December 10, 2002, a reasonably detailed term sheet for
    the draft disclosure statement.

Furthermore, the Debtors agree to try their best to file a plan
of reorganization and related disclosure statement on behalf of
the Copperweld Entities no later than January 1, 2003.

This Agreed Order is without prejudice to the rights of:

(1) the Debtors to seek additional extensions of the Exclusive
    Periods and any party-in-interest's right to oppose such
    additional extension;

(2) the parties mutually to extend the deadlines for the
    submission of the documents; and

(3) the Lenders to seek to shorten the Exclusive Filing Period
    and the Exclusive Solicitation Period if the Debtors fail to
    deliver to the Lenders the documents promised, or to file a
    plan of reorganization and related disclosure statement, as
    the case may be, on or before the dates specified in this
    Agreed Order, and for any other reason constituting cause.
    (LTV Bankruptcy News, Issue No. 38; Bankruptcy Creditors'
    Service, Inc., 609/392-00900)

LTV Corporation's 11.75% bonds due 2009 (LTVC09USR1) are trading
at half-a-penny on the dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=LTVC09USR1
for real-time bond pricing.


METALS USA: Texas Court Approves Chapter 11 Reorganization Plan
---------------------------------------------------------------
Metals USA, Inc., (OTC Bulletin Board: MUINQ) a Houston-based
metals processor and distributor, announced court approval for
its plan of reorganization from the United States Bankruptcy
Court for the Southern District of Texas.  The Company expects
to emerge from Chapter 11 bankruptcy on or before October 31,
2002. The Company's plan of reorganization received the support
of substantially all of its creditor constituencies; over 90
percent of the general unsecured creditors who voted approved
the plan.

J. Michael Kirksey, Metals USA's chairman, president and chief
executive officer, stated, "We are extremely pleased that Metals
USA is emerging from Chapter 11 at the end of this month.  The
loyalty, dedication and hard work of our employees has enabled
us to weather this storm and emerge with one of the strongest
balance sheets in the industry.  We appreciate the confidence
that our customers and suppliers have shown in us, which has
allowed us to maintain our market share and continue to provide
outstanding service.  The deleveraging of our capital structure
that resulted from our asset divestiture program and the
consummation of the plan of reorganization will provide Metals
USA with excellent liquidity and an exceptional operating
platform to continue our mission of 'Customer Service Without
Compromise'."

Metals USA, Inc., is a leading metals processor and distributor
in North America providing a wide range of products and services
in the Carbon Plates and Shapes, Flat-Rolled Products, and
Building Products markets.  For more information, visit the
Company's Web site at http://www.metalsusa.com


METROCALL: Court OKs Wilmer Cutler as Special Litigation Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave its
stamp of approval to Metrocall, Inc., and its debtor-affiliates
to employ Wilmer, Cutler & Pickering as Special Litigation
Counsel, nunc pro tunc June 3, 2002.

In December 1998, the Debtors retained Wilmer Cutler in
connection with litigation between the Debtors and Electronic
Systems Pty Limited, which is currently pending in the state of
Texas and Industrial Relations Commission in Australia.

Furthermore, on April 2001, the Debtors retained Wilmer Cutler
in connection with certain claims by Spectrum Management, LLC
pursuant to the indemnity provisions of an asset purchase
agreement between spectrum, Metrocall, Inc., and Metrocall USA,
Inc.  Spectrum has asserted claims in excess of $6 million. A
settlement of this dispute has been reached but still requires
the Court's approval.

Accordingly, the Court approved the Debtors' application to
employ and retain Wilmer Cutler as special counsel in connection
with the ETS Liquidation and as necessary, the Spectrum Claims.

In connection with ETS Litigations, Wilmer Cutler will:

  a) prepare submissions for review of arbitrator in Texas
     arbitration;

  b) Conduct limited discovery in connection with Texas
     arbitration proceedings;

  c) prepare evidence to present in Texas arbitration
     proceedings;

  d) review submissions to be made to the IRC in the Australia
     proceedings; and

  e) advise the Debtors regarding strategic and tactical
     litigation issues in the Australia proceedings.

In connection with the Spectrum Claims, Wilmer Cutler will
analyze the rights and obligations of Debtors under the
settlement with Spectrum and advise the Debtors in connection
with the performance of their obligations.

Apart from reimbursing Wilmer Cutler with its necessary expenses
incurred in this engagement, the Debtors will also compensate
Wilmer Cutler at its current hourly rates.  The lawyers
currently in-charge in this representation and their hourly
rates are:

          A. Stephen Hut, Hr.      $540 per hour
          Steven E. Hugie          $345 per hour

Metrocall Inc.'s 10.375% bonds due 2007 (MCLL07USR2) are trading
at 4 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=MCLL07USR2
for real-time bond pricing.


MIDLAND COGENERATION: Higher Natural Gas Prices Hurt Q3 Earnings
----------------------------------------------------------------
The Midland Cogeneration Venture Limited Partnership announced
net income of $9.0 million for the third quarter of 2002 and
$105.3 million for the first nine months of 2002. These net
income results include a $3.4 million mark-to-market loss for
the third quarter of 2002 and a $70.0 million mark-to-market
gain for the first nine months of 2002, for an accounting change
on nine long-term gas contracts.

Under implementation guidance approved by the Financial
Accounting Standards Board, natural gas contracts that contain
volume optionality are treated as derivatives and beginning
April 1, 2002 are being marked-to-market currently through
earnings.  Prior to April 1, 2002, these contracts qualified as
a normal purchase transaction and did not require fair value
accounting. The cumulative effect of this accounting change as
of April 1, 2002 increased earnings by $58.1 million with an
additional net $11.9 million mark-to-market gain recorded in the
second and third quarters of 2002.  Changes to this mark- to-
market activity will be recorded on a quarterly basis during the
remaining life of the gas contracts, which approximates five
years.

Net income, excluding the effect of the accounting adjustment,
was $12.4 million for the third quarter of 2002 and $35.3
million for the first nine months of 2002.  This compares to
earnings of $13.5 million for the third quarter of 2001 and
$43.7 million for the first nine months of 2001. Operating
revenues for the third quarter of 2002 were $156.3 million and
$451.1 million for the first nine months of 2002.  These compare
to $165.6 million for the third quarter of 2001 and $454.2
million for the first nine months of 2001.

The earnings decrease for the first nine months of 2002 compared
to 2001, excluding the accounting adjustment, was primarily due
to higher natural gas prices under MCV's long-term gas
contracts, lower interest income on invested cash reserves and
lower revenues from summer electric sales outside of the Power
Purchase Agreement with Consumers Energy Company. This decrease
was partially offset by the 2001 expensing of $6.7 million of
development costs, lower interest expense on MCV's financing
arrangements and increased electric rates under the PPA.

Energy delivered under the PPA with Consumers increased to 6.1
million megawatt hours (MWh) for the first nine months of 2002
(75.1% dispatch under the PPA) from 5.8 million MWh for the
first nine months of 2001 (71.9% dispatch under the PPA).  
During the first nine months of 2002, MCV burned 58.4 billion
cubic feet (Bcf) of natural gas at an average cost of $3.24 per
million British thermal units (MMBtu).  During the first nine
months of 2001, MCV burned 57.6 Bcf of natural gas at an average
cost of $2.94/MMBtu.

MCV was formed in 1987 to construct, own, and operate a gas-
fired, combined-cycle cogeneration facility in Midland,
Michigan.  The plant is capable of producing approximately 1,500
megawatts of electricity and up to 1.35 million pounds per hour
of process steam for industrial use.

MCV partners include CMS Midland, Inc., a subsidiary of CMS
Energy Corporation; The Dow Chemical Company (limited partner);
and El Paso Midland, Inc. and other affiliates of El Paso
Corporation.

As reported in Troubled Company Reporter's September 9, 2002
edition, Fitch Ratings lowered the rating of Midland
Cogeneration Venture LP's $567 million subordinate lease
obligation bonds to 'BB' from 'BB+'. The rating remains on
Rating Watch Negative.

The rating action followed the previous downgrade of the senior
unsecured debt of Consumers Energy Co., MCV's principal
offtaker, to 'BB' from 'BB+'; Consumers remains on Rating Watch
Negative. Absent counterparty credit concerns, Fitch views the
credit quality of the MCV bonds to be of low investment grade
quality.


MTS INC: S&P Revises Implications on Junk Rating to Positive
------------------------------------------------------------  
Standard & Poor's Ratings Services revised its CreditWatch
implications on its triple-'C' corporate credit rating on MTS
Inc., to positive from developing. The revision is due to the
company's completion of the sale of its Japanese operations and
simultaneous refinancing of its credit facility.

Sacramento, California-based MTS, the primary operating
subsidiary of Tower Records Inc., with 172 stores specializing
in the sale of recorded music and related items, had $299
million of funded debt outstanding as of April 30, 2002, before
the asset sale.

"The transactions eliminated the substantial near-term liquidity
issues facing MTS and strengthened its balance sheet and
lengthened debt maturities until 2005. The ratings could be
raised following a review with MTS's management of the company's
financing and operating strategies and liquidity availability
for the holiday season," Standard & Poor's credit analyst Diane
Shand said.

The ratings on MTS were originally placed on CreditWatch with
developing implications on April 16, 2002.


MTS SYSTEMS: Appears Before Nasdaq Qualifications Hearing Panel
---------------------------------------------------------------
MTS Systems Corporation (Nasdaq: MTSCE) has presented its
position before the NASDAQ Qualifications Hearing Panel on
Thursday.  NASDAQ told MTS that it expects to communicate the
results of the hearing in two to three weeks.

As previously reported, MTS received a notice on September 24,
2002 indicating that the company was not in compliance with
NASDAQ listing rules requiring companies to obtain reviews of
internal financial information by their independent auditors
prior to filing form 10-Q reports with the Securities and
Exchange Commission.  The non-compliance occurred because KPMG
was not able to make a complete assessment of the timing of a
number of adjustments that were made during the first nine
months of the year. Consequently, NASDAQ issued a Staff
Determination that the company is subject to delisting as set
forth in Marketplace Rule 4310(C)(14).  The delisting status is
subject to the results of the hearing that took place on
Thursday. The company expects to continue to have the letter E
attached to its trading symbol until KPMG completes its audit
review and the results are filed with the Securities and
Exchange Commission.

MTS Systems Corporation is a global supplier of integrated
simulation solutions that help customers accelerate and improve
their design, development and manufacturing processes.  MTS
supplies products for determining the mechanical behavior of
materials, products and structures -- including computer-based
testing and simulation systems, modeling and testing software,
and consulting services -- as well as products for automating
manufacturing processes.  MTS employed 2,200 and recorded
revenue of $397 million for the fiscal year ended September
2001.  Additional information on MTS can be found on the
company's worldwide web at http://www.mts.com   


NAPSTER: Trustee & Committee Seek Approval of Napco Loan Pact
-------------------------------------------------------------
Hobart G. Trusdell, the Chapter 11 Trustee and the Official
Committee of Unsecured Creditors of the Chapter 11 cases of
Napster, Inc., and its debtor-affiliates, seek authority to
allow the Debtors to obtain credit under a Loan Agreement with
Napco Lending, LLC.  The loan pact will make up to $350,000
available to the estate, $200,000 on an interim basis and the
fuill $350,000 after final Bankruptcy Court approval.

The Chapter 11 Trustee reminds the U.S. Bankruptcy Court for the
District of Delaware that Bertelsmann AG provided the Debtors
with $5.1 million DIP Financing Facility as part of the proposed
asset purchase agreement between the Debtors and Bertelsmann.  
The Court however, subsequently denied the proposed asset sale
and as a result, Bertelsmann terminated its DIP financing
commitment and as well as its consent to the Debtors' use of
cash collateral. As agreed by Bertelsmann, the Trustee
concurrently asked for a Court approval allowing the Debtors for
a limited use of Bertelsmann's Cash Collateral subject to
security interests asserted by Bertelsmann.

The Committee relates that following Court's denial of the asset
sale, it has started marketing the assets to prospective buyers.  
The Committee informed bidders of the existing postpetition
credit facility provided by Bertelsmann and requested that any
proposal for new financing be on unsecured basis so as not to
require "priming" Bertelsmann's purported liens and security
interests or to otherwise interfere with the Debtors'
obligations under the existing postpetition facility.

Because of the sensitive commercial arrangements needed to be
finalized prior to a closing of the sale transaction, the Buyer
has required absolute confidentiality and anonymity until a more
complete disclosure can be made at the time that a motion to
approve the sale is submitted.

The Trustee discloses that the Debtors have insufficient cash to
meet ongoing obligations necessary to preserve the value of the
estates' assets.  Without the additional financing, the Debtors
will be unable to remain in chapter 11 to effectuate a sale of
the Assets to the Buyer or any successful bidder.

The Proposed Loan Agreement provides that:

     -- the Lender has to advance up to $350,000, initially up
        to $200,000 upon interim approval and subsequently up to
        $50,000 per month through January 2003.

     -- the funds are being advanced on an unsecured basis and
        the lender's claim for repayment will be entitled to      
        treatment as a "superpriority" administrative expense
        claim as provided under the Bankruptcy Code.

     -- maturity will be the earliest of:

         i) the date that a bankruptcy plan is substantially
            consummated,

        ii) December 31, 2002 if a Final Order approving the
            Loan Agreement has not been entered by that date,
            and

       iii) June 15, 2003.

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


NATIONAL STEEL: Wants Exclusive Period Extended through April 7
---------------------------------------------------------------
National Steel Corporation, its debtor-affiliates, and the
Official Committee of Unsecured Creditors jointly ask the Court
to extend the exclusive filing and solicitation periods for
another five months.  Both parties have negotiated and agreed
that the four-month extension previously granted by the Court
was insufficient in the light of the various matters that have
to be considered in these Chapter 11 proceedings.  Accordingly,
the Debtors and the Committee propose to extend:

    (1) the Exclusive Plan-Filing period through and including
        April 7, 2003; and

    (2) the exclusive period to solicit votes and acceptances of
        the Plan through and including June 9, 2003.

"The issues that these estates must confront and attempt to
resolve, before any viable reorganization plan can be
constructed and pursued, are undeniably complex and require
multi-faceted negotiations among multiple parties that have
competing interests," according to David N. Missner, Esq., at
Piper Marbury Rudnick & Wolfe.  Mr. Missner, however, adds that
the Debtors, the Creditors Committee and the representatives of
the Debtors' secured creditors are pursuing those negotiations
arm-in-arm.

Mr. Missner points out that formulating a confirmable plan
requires that a number of interrelated tasks, each complex in
its own right, be completed.  These include:

(a) constructing a long-term business plan that incorporates
    significant changes to the operation of these businesses, so
    there could be a chance for the Debtors to be viable in the
    future;

(b) determining the components of a new capital structure that
    can be supported by the reconfigured business;

(c) negotiating among the representatives of the unsecured
    creditors and the secured creditors regarding their
    respective rights to receive the components of the new
    capital structure in exchange for their respective
    prepetition claims;

(d) negotiating among the different secured creditors regarding
    their respective rights to receive the components of the new
    capital structure that are to be allocated to secured
    creditors as opposed to unsecured creditors;

(e) negotiating with the Pension Benefit Guaranty Corporation
    regarding the future of the Debtors' pension plans and the
    treatment for the contingent claims the PBGC has against the
    estates in the event of any alteration of existing pension
    plan obligations;

(f) negotiating with the United Steelworkers of America
    regarding the modifications to the Debtors' collective
    bargaining agreements and the treatment for employee claims
    that may result from any modifications;

(g) ascertaining and negotiating with the USWA regarding the
    levels of ongoing funding of OPEB liabilities in a manner
    that is economically sustainable by the Debtors; and

(h) determining the propriety of viewing the assets and
    liabilities of certain Debtors as separate from those of
    other Debtors, versus substantive consolidation of all
    estates.

"All of these items effect what is available for distribution to
other creditors, as well as the relative rights between them,"
Mr. Missner contends.

Mr. Missner also relates that, while working diligently with the
creditor constituencies to address all of the issues and to have
a chance to propose a viable, consensual stand-alone
restructuring plan, the Debtors have also been engaged in
extensive negotiations with third parties interested in
acquiring some or all of Debtors' assets on a going-concern
basis.  In view of that, the Debtors and the Creditors'
Committee realized that an additional five-month extension of
the Exclusive Periods is warranted to facilitate either a sale
to a strategic buyer or a reorganization of the Debtors.

"This is an alternative option for the resolution of these cases
that may provide the best result for the estates," according to
Mr. Missner.  Mr. Missner assures the Court that the extension
of the Exclusive Periods will not prejudice any party-in-
interest.

Additionally, despite the size and complexity of the Debtors'
cases, Mr. Missner reports that the Debtors have been aggressive
with their reorganization efforts.  Since the Petition Date, the
Debtors have:

  (i) negotiated and obtained this Court's approval of the DIP
      Facility for up to $450,000,000, ensuring the availability
      of sufficient capital to complete their restructuring
      process;

(ii) implemented a key employee retention program and severance
      policy;

(iii) negotiated and entered into favorable adequate protection
      stipulations with each of the First Mortgage Bondholders,
      NKK, Mitsubishi and Marubeni, designed to preserve the
      Debtors' available liquidity;

(iv) rejected numerous unnecessary executory contracts and
      unexpired leases of nonresidential real property, saving
      these estates tens of millions of dollars;

  (v) negotiated and entered into a highly favorable arrangement
      to keep in place critical surety bonds;

(vi) negotiated and entered into numerous stipulations to
      modify the automatic stay to allow setoffs which have
      enabled the Debtors to collect over 10,000,000 dollars;

(vii) established a claims bar date;

(viii) begun analyzing the Debtors' numerous capital leases to
      determine the true legal nature of the obligations;

(ix) met with the U.S. Trustee to discuss Debtors' pension
      issues and the administrative solvency of these estates;

  (x) sold their interests in the DNN Galvanizing Facility in
      Windsor, Ontario to NKK Corp. In so doing, they ensured
      stable operations and uninterrupted deliveries to critical
      automotive customers;

(xi) sold certain non-core assets to raise cash to fund
      business operations and reduce secured debt obligations;
      and

(xii) reduced their outstanding borrowings under the DIP Credit
      Facility by over $200,000,000 since the Petition Date.  To
      date, the Debtors' owe their DIP Lenders $60,000,000 on a
      $450,000,000 DIP Facility that is in place until at least
      March, 2004.

The Debtors are also contemplating establishing procedures to
address claims of personal injury claimants.

Judge Squires will convene a hearing to consider the motion on
November 5, 2002 at 10:30 a.m.  Objections are due by October
29, 2002. (National Steel Bankruptcy News, Issue No. 16;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


NATIONSRENT INC: LaSalle Calls Issues for Mediation "One-Sided"
---------------------------------------------------------------
LaSalle National Leasing Corporation does not dispute the
mediation of their adversary proceeding.  However, LaSalle
objects to the issues proposed be mediated.  LaSalle finds that
those issues are one-sided and in favor of NationsRent Inc., and
its debtor-affiliates.

"The goal of the proposed mediation is the financial resolution
of the lease dispute between NationsRent and LaSalle.  The
Mediation Motion, however, lists several legal issues for
mediation which should be decided by the Court, not a mediator,"
Christina M. Maycen, Esq., at Morris, James, Hitchens & Williams
LLP, in Wilmington, Delaware, tells Judge Walsh.

The first issue, which addresses the "economic realities of the
agreement at issue," includes "the need for an available
inventory of rental equipment" as a basis to show that
NationsRent is compelled to purchase the equipment at the end of
the lease term.  However, Ms. Maycen argues that nowhere in
Section 1-201(37) of the UCC or the case authority does "the
need for an available inventory" evidence a financing
arrangement.  In fact, Ms. Maycen contends that NationsRent
leased the equipment from LaSalle precisely because its retail
rental business required that inventory be relatively new and in
good condition, rather than used until the end of its useful
life.

With respect to the second issue, Ms. Maycen believes that a
lessor's entitlement of administrative priority claim under
Section 503 of the Bankruptcy Code is a legal issue for the
Court to decide, not a mediator.  Ms. Maycen further notes that
the third and fourth issues involve legal conclusions that only
the Court can make.  Moreover, whether LaSalle has a first
priority perfected security interest in the leased equipment is
irrelevant unless the Court first determines that the leases are
not true leases.

"Financial disputes, not legal ones, must be the focus for
successful mediation," Ms. Maycen remarks.  The goal of
mediation is for the parties to reach a financial resolution of
their dispute.  If this occurs, then the case is dismissed and
related legal arguments are moot.  In contrast, if legal issues
become the focus, then this will hinder the likelihood of
success of the mediation.

LaSalle also finds the proposed mediation procedures one-sided
and in favor of the Debtors.  According to Ms. Maycen, these
provisions undermine the effectiveness of mediation:

-- Reservation of Right to Withdraw Proceeding from the
   Mediation Procedures

   LaSalle submits that since it is the Debtors that seek the
   mediation, they should not have the discretion to pick and
   choose which adversary proceeding will be mediated,
   particularly if that adversary proceeding already has been
   submitted to mediation.  That discretion would give the
   Debtors unfair leverage over the defendants.  If an adversary
   proceeding is to be withdrawn, then it should be with the
   consent of both the Debtors and the affected defendant.

-- Non-Included Defendants

   This provision violates due process; a defendant is asked to
   presume that it must file an objection to a legal proceeding
   even though it is not a party to that proceeding.

   The solution is simple -- if the Debtors believe that they
   may potentially wish to mediate with a defendant, then that
   defendant should be included on the list, rather than a
   procedure that leaves the defendants guessing.  There are 20
   adversary proceedings involving lessors that own schedules
   subject to the LaSalle Master Lease; this is not an
   extraordinary number.  The number of adversary proceedings in
   this matter is few enough that the Debtors can easily
   anticipate which cases they wish to mediate.

-- The Mediation Conference

   The provision is ambiguous; it should spell out clearly
   whether the mediations will be held together, or whether
   there could potentially be 20 or so separate mediations,
   which would be very difficult to schedule within 30 days.
   This is particularly true here because the mediations should
   be held separately, inasmuch as the equipment and terms of
   the individual schedules are different.

-- Persons Required to Attend

   If a LaSalle representative is required to attend, then a
   NationsRent representative must attend.  This is necessary
   because a NationsRent businessperson would need to be
   involved in any lease restructuring.  Mediation of these
   cases may involve financial concessions unique to a
   particular lease; therefore, it is important that a
   NationsRent representative be present.

-- Mediation Fees, Costs and Expenses

   The Debtors alone should bear these costs.  They were the
   once which brought the adversary proceedings; they have
   sought to compel LaSalle to mediation.  LaSalle should not
   have to bear the costs of the Debtors' litigation tactics.

-- Mediation Procedures and the Local Rules

   The Debtors have not provided any basis that the Mediation
   Order and Term Sheet should supersede the mediation
   procedures provided in Rule 9019 of the Local Rules of
   Bankruptcy Practice and Procedure of this Court.  The Local
   Rules should govern the mediation.

-- Confidentiality of Mediation Materials & Communication
   Entered

   Because there are many defendants that have common issues
   with respect to the LaSalle Master Lease, LaSalle has entered
   into a joint defense agreement with nearly all of those
   lessors to whom schedules were assigned.  Ms. Maycen explains
   that an important part of the joint defense agreement is
   communication between the parties.  Therefore, LaSalle asks
   the Court that communications between parties to the joint
   defense agreement be exempted from the confidentiality clause
   in the Mediation Term Sheet.

-- Recommendations by Mediator

   LaSalle does not believe that legal issues can be properly
   subjected to mediation; the mediation solely should deal with
   the financial resolution of the disputes.  The mediator
   cannot decide legal issues.  Although the mediator can
   certainly inform the parties how he feels about their legal
   positions, Ms. Maycen contends that these observations should
   be made solely in the context of the mediation.  The only
   report a mediator should make to the Court is whether the
   mediation has been successful.

-- Injunction

   LaSalle objects to the Debtors' proposal to conduct discovery
   during the mediation.  Ms. Maycen contends that continuing
   discovery, which will be significant, would undercut the
   economic benefit of mediation.  The parties should not expend
   significant time and money in discovery if the case in
   mediation ultimately might settle.

   Ms. Maycen explains that LaSalle has no objection to
   continuing paper discovery, like interrogatories, discovery
   requests and requests for admission -- some exchange of
   information should occur prior to the mediation.  However,
   expensive discovery in the form of depositions and experts
   should be suspended until mediation has concluded.

LaSalle also suggests that Erwin I. Katz, former United States
Bankruptcy Judge for the Northern District of Illinois, serve as
the mediator for this adversary proceeding.

"LaSalle is willing to submit to mediation so long as the
procedures are modified to make the mediation fair and fruitful
for all parties," Ms. Maycen says.  To be successful, the
mediation must be separate and apart from the adversary
proceeding.  The mediation cannot be deemed a substitute for the
jurisdiction of this Court in deciding the legal issues and
ultimately the merits of the true lease issue.

                     18 Lessors Agree With LaSalle

At least 18 lessors informed the Court that they agree with
LaSalle's arguments:

     (1) Zions Credit Corporation
     (2) Citizens Leasing Corporation
     (3) Dime Commercial Corporation
     (4) TCF Leasing, Inc.
     (5) Banc One Leasing Corporation
     (6) Debis Financial Services, Inc.
     (7) ICX Corporation
     (8) SouthTrust Bank
     (9) NorLease, Inc.
    (10) Amsouth Leasing, Ltd.
    (11) General Electric Capital Corporation
    (12) Heller Financial Leasing, Inc.
    (13) Pacific Century Leasing, Inc.
    (14) Citicorp Del-Lease, Inc.
    (15) BB&T Leasing Corporation
    (16) M Credit Inc. f/k/a Transamerica Business Credit Corp.
    (17) Banc of America Leasing & Capital LLC
    (18) National Equipment Financing, Inc.

                KeyCorp: No "Logjam", No Mediation

KeyCorp Leasing, a division of Key Corporate Capital Inc.,
believes that the mediation of its action is not appropriate as
both sides are still communicating with each other.  No "logjam"
has been reached as in the typical situation where mediation is
appropriate.

Dale Dube, Esq., at Blank Rome Comisky & McCauley LLP, in
Wilmington, Delaware, reminds the Court that mediation is
intended to bring parties together when settlement discussions
have broken down.  Since that has not occurred in KeyCorp's
situation, mediation would be an inefficient use of the parties'
resources.

But, if the mediation is approved, KeyCorp insists that the
proposed procedures should be modified.  Mr. Dube contends that
the Debtors are improperly attempting to utilize their proposed
mediation procedures to manipulate the playing field in their
favor while simultaneously attempting to handicap the lessors in
their ability to protect their rights during the pendency of
these bankruptcy cases.  In addition, Mr. Dube observes that
several provisions of the procedures directly contravene the
Local Rules of this Court with respect to mediation and cannot
be countenanced:

-- The Debtors propose making the mediator, in substance, a
   "special master" or "referee", who will submit proposed
   findings of fact and conclusions of law to the Court for a
   ruling on the ultimate issues underlying the adversary
   proceeding.  This is inappropriate.  The proposed mediator
   should simply report to the Court whether the mediation took
   place and whether the mediation was successful;

-- There is no basis to grant the Debtors the unilateral right
   to withdraw an action previously submitted to mediation.  
   Either each party should be permitted to withdraw from
   mediation in its sole discretion, or both sides should be
   obligated to see the mediation through to conclusion.  It is
   improper for the Debtors to have this one-sided advantage if
   the mediation is not going in their favor.  Any other
   procedure is simply inequitable;

-- The mediator should not be empowered to conduct the mediation
   in another, potentially inconvenient, forum for either side;

-- KeyCorp believes it impractical, if not impossible, for all
   26 mediations to be conducted by one mediator within the
   first 30 days, even if the mediator works full-time on this
   matter;

-- The Mediator should not be allowed to schedule one or more
   mediation conferences subsequent to the initial mediation
   conference.  KeyCorp argues that any mediation should be
   limited to two sessions, unless both parties consent to a
   further conference.  KeyCorp believes the marginal benefit
   and the limited likelihood of a consensual resolution after
   two conferences are outweighed by the costs and inconvenience
   to the parties;

-- The proposed procedures that contemplate that while each
   lessor and its attorney are required to attend the mediation,
   only the Debtors' attorney is required to attend is directly
   contrary to Local Rule 9019-3(c)(iii)(a).  Not requiring an
   individual from the Debtors with full settlement authority to
   attend is contrary to the very purposes underlying mediation;

-- The Debtors should bear the fees and administrative costs of
   the mediation since they were the ones who voluntarily
   commenced suit against numerous lessors.  There simply is no
   basis to compel KeyCorp to pay any amount for the mediation
   which is being forced upon it;

-- There is no basis for this Court to approve procedures which
   are contrary to or supercede the established Local Rules of
   this Court.  The Local Rules must govern any conflict between
   the Local Rules of this Court and the Mediation Procedures,
   the Mediation Procedures will govern;

-- KeyCorp must be able to communicate with the other lessors,
   which are also defendants in adversary proceedings commenced
   by the Debtors.  Many of the issues raised in other lessor
   actions are common to the issues in this action.  Allowing
   KeyCorp to communicate with the other lessors would likely
   assist in the potential resolution of this and the other
   actions; and

-- The proposed mediation procedures should not impose
   injunctions of any kind whatsoever.  KeyCorp and the other
   lessors must be entitled to freely protect its rights in the
   Bankruptcy Court as it sees fit. (NationsRent Bankruptcy
   News, Issue No. 20; Bankruptcy Creditors' Service, Inc.,
   609/392-0900)


NEON COMMS: Committee Taps Communication Tech for Fin'l Advice
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Neon
Communications, Inc., and Neon Optica, Inc., ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
sign-up Communication Technology Advisors LLC as their financial
advisor.

As financial advisor, Communication Technology will render
financial advisory services to the Committee as agreed by the
Debtors, Communication Technology and the Committee, effective
as of the Petition Date.  Specifically, Communication Technology
will provide:

  a) Analysis of the Debtors' operations, business strategy,
     marketing plan, and competition;

  b) Analysis of the Debtors' financial condition, business
     plans, operating forecasts, management and future
     performance in chapter 11 and thereafter;

  c) Financial valuation of the assets and ongoing operations of
     the Debtors;

  d) Advice to the Committee regarding strategic options
     available with respect to the Debtors' operations and
     business;

  e) Advice to the Committee regarding any analyses, claims or
     other matters that may be the subject of review during the
     Chapter 11 cases;

  f) Representing the interests of the Committee in negotiating
     with the Debtors and other parties in interest;

  g) the Committee with other and further financial
     advisory services, including valuation, general
     restructuring, and advice with respect to financial
     business and economic issues - including disposition of
     assets - as may arise during the course of the chapter 11
     case;

  h) Investigation on potential claims against the Debtors; and

  i) Any such other services as the Committee may request.

Apart from the reimbursement of necessary expenses, the
Committee has agreed to pay Communication Technology a flat fee
of $100,000 per month.

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


NEW WORLD RESTAURANT: S&P Puts Junk Credit Rating on Watch Neg.
---------------------------------------------------------------
Standard & Poor's placed its triple-'C'-plus corporate credit
rating on quick-casual restaurant operator New World Restaurant
Group Inc., on CreditWatch with negative implications following
the company's announcement that it has retained CIBC World
Markets Corp., as its financial advisor to rationalize its
capital structure.

"New World is increasingly challenged to refinance its $140
million senior secured notes due June 2003. It has delayed the
filing of its financial results for the second and third
quarters of fiscal 2002 due to anticipated material restatements
for the fiscal 2001 and 2000," said Standard & Poor's credit
analyst Robert Lichtenstein. "Moreover, the company is facing an
informal SEC investigation, a Department of Justice inquiry, and
has been notified by holders of its Series F preferred stock
that material misrepresentations were made to them."

Standard & Poor's said that it will monitor New World's review
of strategic alternatives and their impact on its credit quality
and liquidity.


NII HOLDINGS: Wants Plan Filing Exclusivity Extended to Nov. 20
---------------------------------------------------------------
NII Holdings, Inc., along with NII Holdings (Delaware), Inc.,
ask the U.S. Bankruptcy Court for the District of Delaware to
extend their exclusive periods to file a plan and to solicit
acceptances of that plan.

Much of the Debtors' time and attention has been devoted to
ensuring successful Plan confirmation. The Debtors have been
diligently working and negotiating with their major creditor
constituencies, the Acting United States Trustee, and other
interested parties to ensure that the Plan is acceptable. The
Debtors relate that they have solicited acceptance of the Plan
and creditors overwhelmingly approved the Plan. The Debtors are
now in the final stages of preparing for the scheduled
confirmation hearing.

The Debtors point out that their current exclusive period will
expire before the scheduled Plan Confirmation Hearing.
Accordingly, out of an abundance of caution, the Debtors request
and extension of the Exclusive Filing Period through November
20, 2002, and Exclusive Solicitation Period to run through
February 18, 2003.

The Debtors believe that the requested extension will allow them
to ensure confirmation without the possibility of competing
Plans in the event that the Bankruptcy Court does not confirm
the Debtors' Plan.

NII Holdings, Inc., along with its wholly-owned non-debtor
subsidiaries, provides wireless communication services targeted
at meeting the needs of business customers in selected
international markets, including Mexico, Brazil, Argentina and
Peru. The Company filed for chapter 11 bankruptcy protection on
May 24, 2002. Daniel J. DeFranceschi, Esq., Michael Joseph
Merchant, Esq., and Paul Noble Heath, Esq., at Richards, Layton
& Finger represent the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed $1,244,420,000 in total assets and $3,266,570,000 in
total debts.


NORTEL NETWORKS: Third Quarter Revenues Plummet 15% to $2.36BB
--------------------------------------------------------------
Nortel Networks Corporation (NYSE:NT) (TSX:NT.) reported results
for the third quarter and the first nine months of 2002 prepared
in accordance with United States generally accepted accounting
principles, except as noted with respect to pro forma results.

Revenues from continuing operations were US$2.36 billion for the
third quarter of 2002 compared to US$3.69 billion in the same
period in 2001. Nortel Networks reported a net loss in the third
quarter of 2002 of US$1.80 billion, compared to a net loss of
US$3.47 billion in the third quarter of 2001. Pro forma net loss
from continuing operations for the third quarter of 2002 was
US$420 million, compared to pro forma net loss from continuing
operations of US$2.18 billion in the third quarter of 2001.
Included in the pro forma net loss from continuing operations(a)
for the third quarter of 2002 was an incremental charge of
approximately US$120 million for increased provisioning related
to trade and customer financed receivables. Pro forma net loss
from continuing operations for the third quarter of 2002
excluded US$1.38 billion, comprised of: special charges (US$1.19
billion) primarily related to restructuring (US$599 million) and
a write down of goodwill related to Optical Networks (US$595
million); certain costs related to acquisitions (US$60 million);
and a net income tax charge (US$125 million).

Consistent with its quarterly review procedures, the company
performed an evaluation of the recoverability of its deferred
income tax assets as at September 30, 2002 and determined that
it was appropriate to recognize certain additional tax valuation
allowances of US$450 million (which more than offset the US$325
million income tax benefit recorded in the third quarter of
2002), resulting in a reported net income tax charge of US$125
million for the third quarter. The increase in the valuation
allowance was primarily the result of the uncertainty regarding
the timing of a meaningful recovery in the telecom market.

The company had a strong cash balance at the end of the third
quarter of 2002 of approximately US$4.59 billion, which included
approximately US$420 million of restricted cash used as cash
collateral for certain customer performance bonds and contracts.
In light of the cash position and anticipated financial
performance, the company expects the US$1.5 billion in credit
facilities, that mature mid-December 2002 and which are
currently undrawn, will not be amended or extended and will
expire on that date. The company will continue to monitor its
financial position in light of the terms of the remaining
syndicated credit facilities.

"We are pleased with the strong cash performance again this
quarter," said Doug Beatty, chief financial officer, Nortel
Networks. "We will continue to focus on cash management and
expect we have more than sufficient cash to fund our current
business model, manage our investments and meet our customer
commitments. We expect to have a cash balance in excess of US$3
billion at end of 2002. In 2003, we will drive the business to
profitability and in conjunction we expect to fund restructuring
costs of approximately US$900 million and make scheduled debt
repayment of approximately US$200 million."

"We made significant progress again this quarter in our drive to
profitability. We reduced our overall cost structure and had a
strong gross margin performance of 38 percent despite declining
revenues," said Frank Dunn, president and chief executive
officer, Nortel Networks. "We continue to monitor the
marketplace and align our business and investment priorities to
the market and in line with our customers drive for profitable
revenues, improved productivity, and reduced cost of operations.
We continue to focus our business on key transformation
solutions that deliver high performance, cost effective
networking for our wireline and wireless service provider
networks and enterprise networks customers."

Dunn continued, "Our core strength continues to be in our
technology and industry leading portfolio. Despite the continued
industry dynamics, our progress on all fronts has been
significant."

                              Outlook

Commenting on the company's business focus and outlook, Dunn
said, "As I have previously communicated, we expect there will
be ongoing pressure on customer capital spending well into 2003.
Focusing on our top priority of returning to profitability by
the second quarter of 2003, we will continue to reduce our cost
structure and drive to a break even model to be in place for the
second quarter of 2003 (not including costs related to
acquisitions and any special charges and gains) at quarterly
revenues of below US$2.4 billion. Based on the plans we have
worked in recent weeks, the company continues to expect a
workforce of approximately 35,000 to support this break even
model. We expect sequential improvement in our pro forma bottom
line results in the fourth quarter of 2002."

               Breakdown of Third Quarter 2002 Revenues
                      from Continuing Operations

Third quarter 2002 revenues from continuing operations reflected
the realignment of the previously reported Metro and Enterprise
Networks segment into the Wireline Networks segment and the
Enterprise Networks segment. The Optical Networks and the
Wireless Networks segments remained unchanged.

Compared to the second quarter of 2002, Wireless Networks
segment revenues decreased 16 percent, reflecting a considerable
decrease in the United States and Canada and Latin America,
which was partially offset by a substantial increase in Asia and
a slight increase in Europe. Enterprise Networks segment
revenues decreased 4 percent, primarily reflecting a modest
decrease in the United States and substantial decreases in
Canada and Asia. Wireline Networks segment revenue decreased 17
percent, primarily reflecting substantial decreases in the
United States, Europe and Asia. Optical Networks segment
revenues were down 24 percent, primarily reflecting considerable
decreases in the United States and Canada, and a significant
increase in Asia.

Compared to the third quarter of 2001, Wireless Networks segment
revenues decreased 30 percent, Enterprise Networks segment
revenues decreased 10 percent, Wireline Networks segment
revenues decreased 49 percent and Optical Networks segment
revenues decreased 47 percent, representing substantial
decreases across all major regions. Other revenues declined 95
percent, primarily reflecting the impact of divested businesses.

Geographic revenues for the third quarter of 2002 compared to
second quarter of 2002 decreased 19 percent in the United
States, 49 percent in Canada and 4 percent outside the United
States and Canada. Asia was up 11 percent compared to the second
quarter of 2002. Compared to the third quarter of 2001, revenues
decreased 31 percent in the United States, 41 percent outside
the United States and Canada, and 51 percent in Canada.

                        Nine-Month Results

For the first nine months of 2002, revenues from continuing
operations were US$8.04 billion compared to US$14.06 billion for
the same period in 2001. Nortel Networks reported a net loss for
the first nine months of 2002 of US$3.34 billion, or US$0.91 per
common share, compared to US$25.50 billion, or US$7.07 per
common share, in the first nine months of 2001(b). Pro forma net
loss from continuing operations(a) for the first nine months of
2002 was US$1.21 billion, or US$0.33 per common share, compared
to pro forma net loss from continuing operations(a) of US$4.01
billion, or US$1.26 per common share, for the same period in
2001. Pro forma net loss from continuing operations(a) for the
first nine months of 2002 excluded US$2.26 billion (US$2.13
billion (after tax)), mainly comprised of special charges
(US$1.85 billion (after tax)), certain costs related to
acquisitions and divestitures (US$156 million (after tax)) and a
net income tax charge taken in the third quarter of US$125
million.

                              Expenses

Selling, general and administrative expenses in the third
quarter of 2002 were US$682 million, which included an
incremental charge of approximately US$120 million for increased
provisioning related to trade and customer financed receivables.
Excluding incremental charges, SG&A expenses were reduced by
approximately US$105 million compared to second quarter 2002,
primarily reflecting the impact of restructuring and
streamlining activities. Nortel Networks expects an ongoing
reduction in SG&A expenses as it moves towards profitability.

Research and development expenses were US$565 million in the
third quarter of 2002. The R&D expenses in the quarter reflected
focused investments to drive continued market leadership in our
core businesses. Going forward, Nortel Networks expects further
reductions in R&D expenditures as the company leverages
synergies across core development platforms which will drive
greater efficiencies in its development process.

                         Pension Accounting

The decline in the world capital markets and global interest
rates over the past year have had a significant negative impact
on the investment assets of the company's registered pension
plans which are managed by third parties. As a result, the
company expects to record at December 31, 2002 a non-cash charge
to shareholders' equity, currently expected to be between US$600
million to US$700 million, related to the increase in the
minimum required recognizable deficit associated with these
registered pension plans. In 2002, Nortel Networks has made all
required cash contributions to its registered pension plans as
well as additional voluntary contributions. To date in 2002,
total cash contributions already made by the company to its
registered pension plans was approximately US$150 million.

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

Nortel Networks Corp.'s 7.40% bonds due 2006 (NT06CAR2),
DebtTraders reports, are trading at 36 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NT06CAR2for  
real-time bond pricing.


NRG ENERGY: Has Until Nov. 15 to Fulfill Collateral Requirements
----------------------------------------------------------------
NRG Energy, Inc., a wholly owned subsidiary of Xcel Energy
(NYSE:XEL), has reached an agreement with certain of NRG's bank
lenders to extend until Nov. 15, the deadline by which it must
post approximately $1 billion of cash collateral in connection
with certain bank loan agreements. The extension agreement calls
for NRG to submit a comprehensive restructuring plan to its
lenders and bondholders by late October.

"We are pleased to obtain this extension agreement," said
Richard C. Kelly, NRG president and chief operating officer. "We
are working on several issues concurrently with our banks and
bondholders. This extension should give us time to work with
them to complete and submit a plan to restructure NRG."

The extension agreement does not waive other events of default,
including failure to make principal and/or interest payments
when due or failure to comply with financial covenants. Nor does
the extension agreement waive the rights of the bank groups or
bondholders to pursue any rights and remedies in respect of such
other defaults. Since the extension agreement does not
contemplate NRG making any principal or interest payments on its
corporate-level debt during the extension period, NRG will be in
default under various debt instruments. The lenders will be
able, if they so choose, to accelerate the payment of
indebtedness owed to them which would likely lead to a
bankruptcy filing by NRG.

"Although there can be no assurances, we anticipate that these
bank groups, absent any material unanticipated circumstance,
will not pursue remedies while the extension agreement is in
place and progress continues on the restructuring," Kelly said.
"The agreement with the banks should allow our global
restructuring efforts to continue on course."

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
United States. Company headquarters are located in Minneapolis.


NRG ENERGY: Restructuring on Course Despite Invol. Bankruptcy
-------------------------------------------------------------
NRG Energy, Inc., a wholly owned subsidiary of Xcel Energy
(NYSE:XEL), noted that its global restructuring efforts with its
bank lenders and bondholders remain on course despite The Shaw
Group Inc.'s filing Friday of an involuntary petition for
liquidation of LSP-Pike Energy, LLC under Chapter 7 of the U.S.
Bankruptcy Code. Shaw, the contractor for NRG's Pike power plant
construction project in Holmesville, Mississippi, also filed
suit Friday in federal court in Mississippi alleging claims,
connected with the Pike project, against NRG and Xcel Energy.

On August 5, NRG announced that Pike and NRG had reached an
agreement with Shaw to transfer the Pike project's assets to
Shaw in exchange for forgiveness of sums owed to Shaw and a cash
payment of $43 million by Shaw to Pike and NRG. To date, Pike,
NRG and its lenders have not approved this agreement.

"Shaw's actions do not come as a surprise and Pike and NRG
expect to challenge them vigorously. In any event, Shaw's
involuntary petition and lawsuit do not affect NRG's operations
or its comprehensive restructuring efforts," said Richard C.
Kelly, NRG president and chief operating officer. "This is an
action by one creditor on one isolated construction project, and
we believe Shaw's claims regarding the Pike project do not give
Shaw any recourse against NRG or Xcel."

NRG also announced the further extension of the deadline, until
November 15, by which NRG is required to post approximately $1
billion in collateral for certain bank loans. NRG continues to
work on several issues concurrently with its banks and
bondholders. The extension is expected to give the company time
to work with its lenders and bondholders to complete and submit
a plan to restructure NRG.

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.


OCWEN FINANCIAL: Fitch Maintains B Rating on Long-Term Debt
-----------------------------------------------------------
Fitch Ratings affirms Ocwen Financial Corporation's, 'RPS2'
residential primary servicer rating for subprime product, and
affirms its 'RSS2' residential special servicer rating, with
Rating Outlook remaining Negative. Fitch's Financial
Institutions Group originally released a change in the firm's
financial ratings on November 29, 2001 ('B' for long-term debt,
Rating Outlook Negative) which have remained the same to date
for Ocwen. Those Fitch financial ratings of Ocwen entities
directly affect Ocwen's residential mortgage servicer ratings.

Ocwen's affirmed 'RPS2' rating for subprime product is based
upon the company's proven capabilities in loan servicing,
particularly in call center operations, investor accounting and
reporting, cash management controls, customer service and
document controls, and effective collection practices. The
'RPS2' rating also reflects Ocwen's highly experienced and
progressive servicing management team, its comprehensive
training programs, dynamic technology platform, and the
successful transition of many servicing functions to Ocwen's new
subsidiary in India.

The affirmed 'RSS2' rating for special servicer is based upon
the firm's creditable record of performance in resolving a high
percentage of delinquent loans prior to foreclosure completion.
Ocwen has developed the technology, processes, and expertise to
consistently absorb seasoned delinquent accounts and then reduce
default timelines and losses. Ocwen has developed many effective
proprietary servicing applications, which, in combination with
its well-trained staff and its proficient default management
team, enables the firm to competently meet the challenges of
servicing a growing, diverse, subprime portfolio. Fitch will
continue to monitor the company's financial situation to
evaluate any potential impact on Ocwen's loan servicing and
operational capabilities.

As of July 31, 2002, Ocwen serviced over 322,000 loans totaling
$27.97 billion in outstanding principal balance, of which $25.18
billion represented subprime loans. Ocwen continues to grow its
servicing portfolio via numerous bulk and flow servicing
acquisitions.


OUTSOURCING SOLUTIONS: S&P Junks L-T Counterparty Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
counterparty credit rating on St. Louis, Missouri-based
Outsourcing Solutions Inc., to double-'C' from single-'B'. OSI's
senior subordinated note rating was lowered to single-'C' from
triple-'C'-plus.

The ratings remain on CreditWatch Negative. CreditWatch with
negative implications indicates that the ratings could be
lowered or remain the same.

The ratings actions reflect the company's continued weakened
financial performance, which has restricted its capacity to meet
its subordinated debt obligations.

Although revenues for the first six months ending June 30, 2002
of $317.5 million were 5.2% higher than for the same period in
2001, EBITDA fell by about 8% to $53.8 million as compared to
the same period last year.

"Standard & Poor's is concerned about the company's ability to
improve its performance given the current economic environment.
Standard & Poor's will monitor the company's ability to meet its
subordinated debt obligations," said credit analyst Steven
Picarillo.


OWENS CORNING: U.S. Trustee Amends Asbestos Claimants' Committee
----------------------------------------------------------------
United States Trustee Donald F. Walton adds two more members to
the Official Committee of Asbestos Claimants of Owens Corning
and its debtor-affiliates, Deborah Jean Johnson and Joyce
Salinas.  The Committee of Asbestos Claimants is now composed
of:

  A. David Fitts
     c/o Brayton & Purcell
     222 Rush Landing Road, P. O. Box 2109, Novato, CA 94948
     Tel: 415-898-1555   Fax: 415-898-1247

  B. Delores Ramsey
     c/o Baron & Budd
     Attn: Fred Baron, Esq.,
     The Centrum, 3102 Oak Lawn Avenue, Dallas, TXC 75219-4281
     Tel: 214-523-6265   Fax: 214-523-9157

  C. Charles Barrett
     c/o Weitz & Luxenberg
     Attn: Perry Weitz, Esq.,
     180 Maiden Lane, New York City, NY 10038
     Tel: 212-558-5508   Fax: 212-344-0994

  D. John Edward Keane
     c/o Kelley & Ferraro LLP
     1901 Bond Court Bldg., 1300 E. 9th St., Cleveland, OH 44114
     Tel: 216-575-0777   Fax: 216-575-0799

  E. Mary F. Stone
     c/o Hartley & O'Brien
     Attn: R. Dean Hartley, Esq.,
     827 Main Street, Wheeling, WV 26003
     Tel: 304-233-0777   Fax: 304-233-0774

  F. Glenn L. Arnott
     c/o Goldberg Perskey Jennings & White, PC
     Attn: Mark C. Meyer, Esq.,
     1030 Fifth Avenue, Pittsburgh, PA 15219
     Tel: 412-471-3980   Fax: 412-471-8308

  G. Elmer Richardson
     c/o Cumbest, Cumbest, Hunter & McCormick, PA
     Attn: David O. McCormick, Esq.,
     729 Watts Avenue, P.O Drawer 1176, Pascagoula, MS 39568,
     Tel: 228-762-8048   Fax: 228-762-4864

  H. Barbara Casey
     c/o Cooney & Conway
     Attn: John D. Cooney, Esq.,
     701 6th Avenue, LaGrange, IL 60425,
     Tel: 312-236-6166   Fax: 312-236-3029

  I. James Nelson Allen
     c/o Glasser & Glasser
     Attn: Richard S. Glasser, Esq.,
     Crown Center Bldg., 580 E. Main Street, Norfolk, VA 23510
     Tel: 757-640-9380   Fax: 757-625-4115

  J. Margaret Elizabeth Fitzgerald
     c/o Thorton & Naumes LLP
     Attn: Michael P. Thornton, Esq.,
     100 Summer Street, 30th Floor, Boston, MA 02110
     Tel: 617-720-1333   Fax: 617-720-2445

  K. Yolanda England
     c/o Peter G. Angelos, Esq.,
     5905 Harford Road, Baltimore, MD 21214
     Tel: 410-426-3200   Fax: 410-426-6166

  L. Deborah Jean Johnson
     (Personal Representative of the Estate of Stephen Johnson)
     c/o Bergman Senn Pageler & Frockt
     Attn: Matthew Bergman, Esq.,
     P.O. Box 2010, 17530 Vashon Highway SW, Vashon, WA 98070
     Tel: 206-463-4408   Fax: 206-463-4470

  M. Joyce Salinas
     (Plaintiff on her behalf and John Salinas, deceased)
     c/o Kazan McClain Edises Abrams Fernandez Lyons & Farrise
     Attn: Steven Kazan, Esq.,
     171 Twelfth Street, 3rd Floor, Oakland, CA 94607
     Tel: 510-465-7728   Fax: 510-835-4913 (Owens Corning
     Bankruptcy News, Issue No. 39; Bankruptcy Creditors'
     Service, Inc., 609/392-0900)   


PG&E CORP: Obtains $300-Million in New Term Loan Agreement
----------------------------------------------------------
PG&E Corporation (NYSE: PCG) has secured an additional $300
million in a new term loan agreement that amends and restates
the company's existing loan agreement and increases the total
loan from $420 million to $720 million.  In addition, the
Corporation and its lenders reached an agreement that removes
the prior investment grade ratings requirements related to the
PG&E National Energy Group and other potential events of default
related to PG&E National Energy Group.  Lenders had previously
waived the credit rating requirements through October 18, 2002,
after PG&E National Energy Group lost its investment grade
credit rating in August.

The new loan agreement is expected to provide the Corporation
with ample liquidity resources to fund its operations through at
least 2006, when the loan matures.  The additional $300 million
replaces a portion of the $600 million loan the Corporation
repaid to General Electric Capital on August 30, 2002.

As with the new loan agreement, the Corporation also amended the
terms of $280 million of 7.5% Convertible Subordinated Notes
issued in June 2002 to remove potential events of default
associated with PG&E National Energy Group. The amended terms
also increase the interest rate from 7.5% to 9.5%, and extend
the maturity of the notes from 2007 to 2010.

The full terms and conditions of the new loan agreement and the
amended terms for the notes will be detailed in an 8-K filing
with the U.S. Securities and Exchange Commission.

Please visit the Company's Web site at http://www.pgecorp.com


PG&E NATIONAL ENERGY: Moody's Cuts Credit Rating to B3 from B1
--------------------------------------------------------------
Moody's Investors Service lowered the credit ratings of PG&E
Corporation's subsidiary PG&E National Energy Group (PG&E NEG)
and several of the unit's wholly owned subsidiaries.

Ratings downgraded and under review for further downgrade
include:

     -- PG&E National Energy Group, Inc. -- Senior Unsecured
Debt, Issuer Rating, and Syndicated Bank Credit Facility to B3
from B1.

     -- PG&E National Energy Group, Inc. -- Senior Implied
Rating to B2 from Ba3.

     -- PG&E Gas Transmission, Northwest Corporation -- Senior
Unsecured Debt to Ba1 from Baa3.


     -- USGen New England, Inc. -- Pass-Thru Certificates and
Syndicated Bank Credit Facility to B2 from Ba3.

     -- Attala Generating Company, LLC -- Senior Secured Debt to
B2 from Ba3.

PG&E Corporation is continuing to explore options for the PG&E
NEG including sales of assets and businesses, debt
restructuring, and reorganization of existing operations. Please
visit its company Web site at http://www.pgecorp.com


PHAR-MOR: Intends to File Liquidating Ch. 11 Plan by Month's End
----------------------------------------------------------------
Phar-Mor, Inc., a Pennsylvania corporation, operated a chain of
discount retail drugstores devoted to the sale of prescription
and over-the-counter drugs, health and beauty care products,
baby products, pet supplies, cosmetics, greeting cards,
groceries, beer, wine, tobacco, soft drinks, seasonal and other
general merchandise. As of June 29, 2002, the Company operated
73 stores in 8 states under the names of Phar-Mor, Rx Place and
Pharmhouse. The Company has since closed all of its stores as of
September 10, 2002 and ceased continuing operations. The Company
continues to liquidate its remaining assets and certain
bankruptcy court-required financial reports have been filed with
the Securities and Exchange Commission. The Company's principal
executive offices are located at 20 Federal Plaza West,
Youngstown, Ohio 44501-0400. Unless otherwise stated, all
statistics in this item were compiled as of June 29, 2002.

Following the Company's Chapter 11 bankruptcy filing on
September 24, 2001, the Nasdaq Stock Market immediately
suspended trading in the Company's securities. On October 2,
2001, the NASDAQ notified the Company that as a result of the
Company's bankruptcy it was delisting the Company's securities
from the NASDAQ as of October 10, 2001, subject to the Company's
right of appeal. The Company has determined not to appeal the
NASDAQ'S decision.

Phar-Mor closed 65 of its 139 stores in November of 2001 after
identifying these stores as either under-performing or outside
the Company's core markets. The Company focused on continuing
operations on the 74 remaining stores, while reducing corporate
overhead and attempting to solidify its position in the markets
it served. Based on continued losses, the Company and its
Official Committee of General Unsecured Creditors determined in
June 2002 that a sale or liquidation of the Company was in the
best interest of all creditors and shareholders.

On July 18, 2002, the Company entered into an Agency Agreement
for the sale of substantially all of its inventory, pharmacy
prescription files and fixed assets with a joint venture
comprised of Hilco Merchant Resources, LLC and the Ozer Group,
LLC. The joint venture was the highest bidder at a
bankruptcy-court-approved auction held on July 16, 2002. The
Agency Agreement was subsequently approved by the Bankruptcy
Court and the Company is currently liquidating all of its
remaining assets.

The Company has not yet filed a liquidating Chapter 11 plan with
the Court but intends to file such plan by the end of October
2002. Once a liquidating Chapter 11 plan has been finalized and
filed with the Court, the plan must be submitted to a vote of
the Company's creditors for their approval and confirmed by the
Court. There can be no assurance that a liquidating Chapter 11
plan filed by the Company will receive the requisite votes or
confirmation. Until a liquidating Chapter 11 plan has been
confirmed, the liquidation has been completed and all claims
against the Company fixed, the Company is not able to determine
or predict the amount that will be available to pay its
prepetition creditors. As a result of these filings, actions to
collect pre-petition indebtedness are stayed and other
contractual obligations against the Debtors may not be
enforceable. In addition, under the Bankruptcy Code, the Debtors
may assume or reject executory contracts, including real estate
leases, employment contracts, personal property leases, service
contracts and other unexpired executory pre-petition contracts,
subject to Bankruptcy Court approval. Parties affected by these
rejections may file claims with the Bankruptcy Court in
accordance with the Bankruptcy Code. The Debtors cannot
presently  determine or reasonably estimate the ultimate
liability that may result from the filing of claims for all
contracts that may be rejected. Substantially all pre-petition
liabilities are subject to settlement under a plan of
reorganization to be voted on by the creditors and equity
holders and approved by the Bankruptcy Court.

Schedules have been filed with the Bankruptcy Court setting
forth the assets and liabilities of the Debtors as of the filing
date as shown by the Company's accounting records. Differences
between amounts shown by the Company and claims filed by
creditors will be investigated and, if necessary, unresolved
disputes will be determined by the Bankruptcy Court. The
ultimate settlement terms for such liabilities are subject to a
plan of reorganization, and accordingly, are not presently
determinable.

On September 24, 2001, Phar Mor, Inc., filed a voluntary
petition under Chapter 11 of the United States Bankruptcy Code
to restructure its operations in an attempt to return to
profitability.

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

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


PICCADILLY CAFETERIAS: Shareholders' Meeting Slated for Nov. 4
--------------------------------------------------------------
The 2002 Annual Meeting of the Shareholders of Piccadilly
Cafeterias, Inc. will be held at the corporate headquarters of
the Company, 3232 Sherwood Forest Boulevard, Baton Rouge,
Louisiana, on Monday, November 4, 2002, at 10:00 a.m., for the
following purposes:

     1. To elect two persons to serve as directors on the Board
        of Directors for a three-year term and until their
        successors are elected and have qualified;

     2. To approve the Piccadilly Cafeterias, Inc. Directors
        Stock Plan;

     3. To act upon such other matters as may properly come
        before the meeting or any reconvened meeting following
        any adjournment thereof.

Only holders of record as of the close of business on September
6, 2002 are entitled to notice of and to vote at the meeting.

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

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


PILLOWTEX CORP: Settles GE Capital Public Finance's Claims
----------------------------------------------------------
Pillowtex Corporation and its debtor-affiliates sold Industrial
Revenue Bonds through state or municipal development boards or
authorities.  As of the Petition Date, the $4,500,000 revenue
bond financing dated July 1, 1996 between Opelika Industries,
Inc. and the Pulaski County, Hawkinsville Development Authority
remained outstanding.

On the Petition Date, the Debtors scheduled Claim Number 32360
as a secured claim on behalf of Pulaski County, Hawkinsville
Development Authority for $1,671,773.  GE Capital Public
Finance, Inc., is the sole beneficial holder of the Hawkinsville
Revenue Bonds with the right to enforce all remedies for failure
to pay principal and interest.

The Debtors closed their Hawkinsville plant and determined that
the equipment at Hawkinsville, which served as the only
collateral for the Hawkinsville Revenue Bonds, was not needed
for their reorganization efforts.

The Court signed an Order granting GE Capital relief from
automatic stay on September 17, 2001 to permit GE Capital to
foreclose on its equipment collateral to help satisfy
obligations pertaining to the Hawkinsville Revenue Bonds.  GE
Capital foreclosed on its equipment and in conjunction with the
foreclosure, the Debtors agreed to allow an unsecured claim to
satisfy any remaining claims GE Capital may have.

In a Court-approved Stipulation, both Parties agree that:

    (a) Claim Number 32360 will be reclassified, reduced and
        allowed as an unsecured, non-priority claim for
        $1,130,846.  A distribution of Pillowtex Corporation
        Stocks and Warrants will be made and supplied to GE
        Capital; and

    (b) GE Capital agrees to indemnify and hold the Debtors
        harmless to the extent that the Debtors are required to
        make a distribution in respect of its ownership of the
        Hawkinsville Revenue Bonds. (Pillowtex Bankruptcy News,
        Issue No. 36; Bankruptcy Creditors' Service, Inc.,
        609/392-0900)    


RURAL/METRO: Gets Final Approval for Continued Nasdaq Listing
-------------------------------------------------------------
Rural/Metro Corporation (Nasdaq:RURLC), a leading national
provider of medical transportation and fire protection services,
has achieved notable progress on several important issues.

Jack Brucker, president and chief executive officer, said, "Each
of these positive developments helps to pave the path toward
future success by opening the door to a variety of
opportunities. We are proud of the progress we have made and
look forward to directing our full attention to enhancing our
presence as the country's leading provider of medical
transportation and fire protection services."

A summary of each development follows:

Nasdaq Re-affirms Company's SmallCap Market Listing -- The
Nasdaq Stock Market notified the company on Thursday that it has
successfully met all criteria for continued listing on the
Nasdaq SmallCap Market. The decision follows the company's
filing of its fiscal year 2002 Form 10-K, which reflects net
income for the year of $3.9 million, before the effect of a
cumulative change in accounting principle. The letter "C," which
has been appended to the company's ticker symbol throughout its
conditional listing period, will be removed effective at the
start of trading on Tuesday, Oct. 22, 2002.

Credit Facility Finalized -- The company announced on Sept. 30,
2002 that it had reached agreement in principle to amend its
credit facility with its bank group. The facility has now been
finalized, returning the company to full covenant compliance and
extending the loan maturity date to Dec. 31, 2004. The facility
is unsecured, requires no principal amortization until maturity,
and is priced at an adjustable LIBOR-based rate payable monthly.
Lenders have received a grant of preferred shares representing a
10% equity stake in the company. The preferred shares are
automatically convertible, with stockholder approval, to common
shares.

Form 10-K Filing is Available -- The company recently filed its
annual Form 10-K with the Securities and Exchange Commission,
which is available online at the company's Web site at
http://www.ruralmetro.comor through the SEC's Web site at  
http://www.sec.gov The audited financial statements are  
consistent with the results announced by the company on Sept.
30, 2002.

No "Going Concern" Modification in Audit Opinion -- The report
of the company's current independent auditors on its fiscal 2002
audited financial statements does not include an explanatory
paragraph regarding the company's ability to continue as a
"going concern," unlike reports issued by the company's prior
independent auditors on its fiscal 2000 and 2001 financial
statements.

Rural/Metro Corporation provides emergency and non-emergency
ambulance transportation, fire protection, and other safety
services to municipal, residential, commercial and industrial
customers in approximately 400 communities throughout the United
States.

At June 30, 2002, Rural/Metro's balance sheets show a total
shareholders' equity deficit of about $165 million.

DebtTraders reports that Rural/Metro Corp.'s 7.875% bonds due
2008 (RURL08USR1) are trading at 68 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=RURL08USR1
for real-time bond pricing.


SEITEL INC: Noteholders Further Extend Standstill Agreement
-----------------------------------------------------------
Seitel, Inc., (NYSE: SEI) has reached an agreement with its
Noteholders to extend the previously announced standstill
agreement.

Under the terms of the extension, the Senior Noteholders have
agreed to forebear from exercising any rights and remedies they
have against the Company related to the previously reported
events of technical default under the Senior Note Agreements,
until December 2, 2002.

As with the previous agreement, the standstill agreement will
terminate prior to December 2, 2002, among other things, in the
event of a default by the Company under the standstill agreement
or any subsequent default under the existing Senior Note
Agreements, or a default in the payment of any non-excluded debt
of $5,000,000 or more. The standstill agreement will also
terminate in the event of the termination or expiration of the
Company's existing term or revolving credit lines with the Royal
Bank of Canada, or after five business days written notice from
Noteholders owning a majority in interest of the outstanding
principal amount of the Notes. The Company said that its
negotiations towards a long-term modification of its Senior Note
Agreements continue.

The Company stated that it is encouraged by the ongoing
discussions with its Noteholders. The negotiations continue to
be amicable and constructive and the Company is making progress.
This standstill extension provides the Company with additional
time to reach agreement with its Noteholders on outstanding
matters.

The Company expects to report its financial results for the
quarter ended September 30, no later than the first week of
November.

Seitel markets its proprietary seismic information/technology to
more than 400 petroleum companies, selling data from its library
and creating new seismic surveys under multi-client projects.


SYNERGY TECHNOLOGY: Texas T Files Suit Claiming CPJ Technology
--------------------------------------------------------------
Synergy Technologies Corporation (OTCBB:OILS) announced that
Texas T Petroleum, Ltd., filed a Statement of Claim in an
Alberta, Canada, court on Oct. 17 seeking to cause Synergy to
convey its CPJ heavy oil technology to Texas T.

As previously disclosed, Texas T had notified Synergy that it
believed it had a right to the CPJ technology based on a
provision in the agreement pursuant to which Synergy purchased
from Texas T the 50% of the CPJ technology that it did not
already own. That agreement, signed in March of this year,
provides that in the event Synergy becomes bankrupt, insolvent
or otherwise financially incapable of commercializing the CPJ
technology, Synergy would convey the technology to Texas T.

Texas T claims in its filing that Synergy has become bankrupt,
insolvent or otherwise financially incapable of commercially
exploiting the CPJ technology. Synergy disputes this claim and
had been in discussions with representatives of Texas T prior to
this filing in an effort to resolve this issue. Synergy has 15
days from the date of Texas T's court filing to respond.

As also previously disclosed, certain holders of Convertible
Debentures issued by the Company in 2000 elected in July and
August, as provided in the Notes, to receive repayment of their
principal plus accrued interest. The total amount owed to these
Note holders is $254,100. As also previously disclosed, the
Company does not have sufficient funds to satisfy these
obligations and has been attempting to negotiate a repayment
plan with the holders of the Notes. Of the total amount due,
$108,900 has become due. The Company did not make these payments
and has received written notice from the holders demanding
payment of the amounts due them. An additional $145,200 is owed
to holders in November.

Synergy also previously disclosed that, as part of the
settlement of a lawsuit, it agreed to pay certain parties
$50,000. That payment was due on Oct. 11 but has not been made.

The Company continues to attempt to raise additional capital to
satisfy these and other obligations but has not been successful
to date.


TOWER AUTOMOTIVE: Working Capital Deficit Narrows to $202 Mill.
---------------------------------------------------------------
Tower Automotive, Inc., (NYSE:TWR) announced its operating
results for the third quarter and nine months ended September
30, 2002.

For the third quarter of 2002, revenues were $654 million,
compared with $558 million in the 2001 period. Net income for
the third quarter of 2002, was $10 million. This compares with a
net loss of $1 million in the third quarter of 2001.

For the nine months ended September 30, 2002, revenues were $2.1
billion, compared with $1.8 billion in the 2001 period. Net
income for the nine months ended September 30, 2002, adjusted
for the one-time items described below, was $46 million, or $.79
per diluted share. Including the after-tax effect of these one-
time items, the reported net loss was $115 million for the nine
months ended September 30, 2002. This compares with reported net
income of $28 million in the same period for 2001.

At September 30, 2002, the Company's balance sheets show that
its total current liabilities exceeded its total current assets
by about $202 million.

In commenting on third quarter and nine month results, Dug
Campbell, president and chief executive officer of Tower
Automotive, said, "We are pleased to report record third quarter
sales and a significant improvement in earnings per share
compared to last year. Year to date, operations have generated
$114 million in cash earnings over our capital requirements. Our
operating performance and contribution margin for the quarter
met our expectations, however our earnings per share were
negatively impacted by higher than expected interest charges
caused by lower than anticipated capitalization of interest
costs. Further, the expected fourth quarter launch of the
VW/Porsche SUV in Europe is the first significant launch from
our $1.4 billion backlog."

The company also announced that the resumption of its stock
repurchase program has resulted in the purchase of approximately
6 million shares to date, at an average price of $6.63 per
share.

In conjunction with adopting the requirements of Statement of
Financial Accounting Standards (SFAS) No. 142, "Goodwill and
Other Intangible Assets" as of January 1, 2002, the company no
longer records amortization expense of its goodwill. Net income
during the third quarter of 2001 and nine months ended September
30, 2001 included an after-tax charge of $3.2 million and $9.6
million, respectively, related to goodwill amortization expense.

One-time items, net of tax, totaling $161 million included in
the adjusted net income for the nine month period ended
September 30, 2002, include first quarter 2002 items of
restructuring and asset impairment charges of $49 million, SFAS
No. 142 transitional goodwill impairment charges of $113 million
and a $3 million gain on the sale of a plant, in addition to
second quarter 2002 non-cash charges related to the write-off of
deferred financing costs and joint venture investment totaling
$2 million.

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


TRENWICK GROUP: AM Best Lowers Various Ratings to Low-B Levels
--------------------------------------------------------------
A.M. Best Co., has downgraded the financial strength ratings of
Trenwick Group Ltd.'s (Bermuda) (NYSE: TWK) various operating
subsidiaries.

Concurrent with these actions, the debt ratings relating to
securities issued by various holding companies within the group
have also been downgraded. All ratings remain under review with
negative implications.

These rating actions reflect A.M. Best's ongoing concerns about
the increased operating leverage in Trenwick's core operating
subsidiaries, along with the limited financial flexibility
maintained by the group as a whole. Although A.M. Best
recognizes the procedures taken by management to reduce
operating and financial leverage, A.M. Best believes that
Trenwick remains constrained in its ability to generate a level
of capital from ongoing businesses that is consistent with its
prior ratings. A.M. Best notes obligations associated with the
scheduled maturity of a $75 million senior note (due in April
2003) place further pressure on the organization's capital
resources and believes that its negotiating position with its
various creditors is becoming increasingly tenuous.

In August 2002, A.M. Best placed the group's ratings under
review with negative implications pending management's
successful completion of a capital restructuring. A.M. Best will
continue to monitor the organization's progress on these
initiatives as well as its plans for each of its operating
subsidiaries. Nevertheless, further downgrades are possible
should Trenwick's ongoing financial restructuring initiatives
fall behind and fail to adequately resolve A.M. Best's concerns
with regards to its current operating and financial leverage
position. Accordingly, the ratings remain under review with
negative implications.

Prior to these rating actions, A.M. Best had assigned group
ratings to all of Trenwick's operating subsidiaries. As part of
this review, A.M. Best has removed this rating status and is
assigning financial strength ratings to these entities based
upon their stand-alone financial position.

The financial strength ratings of A- (Excellent) have been
downgraded to B+ (Very Good) for the following subsidiaries of
the Trenwick Group:

     - Trenwick America Reinsurance Corporation

     - Trenwick International Limited

     - Insurance Corporation of New York

     - Dakota Specialty Insurance Company

The financial strength rating of A- (Excellent) has been
downgraded to B (Fair) for the following subsidiary of the
Trenwick Group:

     - Chartwell Insurance Company

The financial strength rating of B++ (Very Good) has been
lowered to B+ (Very Good) for the following subsidiary of the
Trenwick Group:

     - LaSalle Re Limited

The following debt ratings have been downgraded to "bb-" from
"bbb-":

Trenwick America Corporation--

     -- on $75 million 6.7% senior notes, due April 2003
(guaranteed by Trenwick Group, Ltd.)

     -- on senior unsecured debt under shelf registration

The following debt ratings have been downgraded to "b-" from
"bb":

Trenwick Capital Trust I--

     -- on $110 million 8.82% subordinated capital securities,
due 2037 LaSalle Re Holdings--

     -- on $75 million Series A preferred shares The following
indicative debt ratings have been downgraded:

Trenwick Group Ltd.--

          Securities available under shelf registration:

     -- to "bb-" from "bbb-" on senior unsecured debt

     -- to "b+" from "bb+" on subordinated debt

     -- to "b-" from "bb" on preferred stock

Trenwick America Capital Trust I, II and III--

     -- to "b-" from "bb" on preferred securities

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


US AIRWAYS: Reaches Pact with Mesa to Expand Reg'l Jet Network
--------------------------------------------------------------
US Airways has reached an agreement with Mesa Air Group, Inc.,
to begin flying 20 additional 50-seat regional jets as part of
the US Airways Express network, with the first of these aircraft
to begin service in December 2002.  All 20 of the regional jets
will be integrated into the US Airways Express network during
2003.

As part of the agreement, which is subject to U.S. bankruptcy
court approval, Mesa Air Group plans to participate in US
Airways' "Jets for Jobs" program allowing some of this new
regional jet flying to be done by furloughed US Airways pilots.

Mesa Airlines currently operates as a US Airways Express
carrier, using a combination of regional jets and turbo-prop
aircraft in 38 US Airways markets. Mesa Airlines, along with
other subsidiaries of parent company Mesa Air Group, operate 32
regional jets and 41 turbo-prop aircraft as US Airways Express.

US Airways Express' three wholly-owned subsidiaries and seven
affiliate carriers currently operate more than 2,000 flights
daily, serving 161 destinations in the U.S., Canada and the
Caribbean.

US Airways Inc.'s 10.375% bonds due 2013 (U13USR2), DebtTraders
reports, are trading at 10 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=U13USR2for  
real-time bond pricing.


US AIRWAYS: Seeks OK to Assume Regional Codeshare Pact with Mesa
----------------------------------------------------------------
Mesa Air Group, Inc., (Nasdaq: MESA) announced that US Airways
has filed with the United States Bankruptcy Court a motion to
assume its regional jet codeshare agreement with Mesa.  In
addition, US Airways and Mesa have agreed to expand their
regional jet agreement by adding 20 50-seat regional jets to the
existing fleet.  All 20 additional regional jets will be
integrated into the US Airways Express network in 2003.  The
effectiveness of the motion is subject to an entry of a final
order by the Bankruptcy Court.

"We are delighted that Mesa is now positioned for additional
regional jet flying for US Airways," said Jonathan Ornstein,
Mesa's Chairman and Chief Executive Officer.  "This expansion is
a testament to the hard work of our employees, our close
relationship with US Airways and our efficient and reliable
operational capabilities."

Mesa currently operates 126 aircraft with 919 daily system
departures to 147 cities, 36 states, Canada and Mexico.  It
operates in the West and Midwest as America West Express, the
Midwest and East as US Airways Express, in Denver as Frontier
JetExpress, in Kansas City with Midwest Express Airlines and in
New Mexico as Mesa Airlines.  The Company, which was founded in
New Mexico in 1982, has approximately 3,000 employees.  Mesa is
a member of Regional Aviation Partners.


U.S. STEEL: Fitch Applauds $500 Million Asset Sale to Transfar
--------------------------------------------------------------
The announced sale of a majority of U.S. Steel's interests in
its coke, iron ore and rail assets comes at an opportune time.

With the financial markets lackluster appetite for high yield
bonds and leveraged equities and pressure being put on
politicians for an early review of the steel tariffs, $500
million would be a welcome asset for anyone trying to stay ahead
of the commercial construction market or an increasingly likely
soft year for auto production. The more difficult task is what
next to do with the money. The choice has to be both politically
correct and economic.

It's better, however, to be a buyer with money than a beggar
without. And now at least, U.S. Steel can competitively shop.

The sale alone, if closed in early 2003, is good news but it's
the money's ultimate reinvestment that will influence U.S.
Steel's business and risk profile. Fitch applauds U.S. Steel's
announcement but abstains from any rating action just yet. Fitch
rates U.S. Steel's senior unsecured debt 'BB'. The Rating
Outlook is Stable.


VENTAS: Cohen & Steers Gets Waiver from 9% Ownership Limitation
---------------------------------------------------------------
On October 14, 2002, the Board of Directors of Ventas, Inc.,
granted a waiver from the 9% ownership limitation provisions of
Article XII of the Company's Certification of Incorporation, as
amended, to Cohen & Steers Capital Management, Inc., an
investment advisor registered under the Investment Advisers Act
of 1940, C&S's investment advisory clients and any other person
who would constitute, along with C&S and any of the Advisory
Clients, a "group" as that term is used for purposes of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended.
Under the Waiver, the C&S Group may beneficially own, in the
aggregate, up to 12.50%, in number of shares or value, of the
common stock of the Company on the terms and subject to the
conditions set forth in the Waiver.

Concurrently with the execution of the Waiver, the Company
amended its rights agreement, dated July 20, 1993, between the
Company and National City Bank, as Rights Agent.

The Seventh Amendment excludes the C&S Group from the definition
of "Acquiring Person" under the Rights Agreement until such time
as the Cohen & Steers Group becomes the Beneficial Owner of more
than 12.50% of the then outstanding shares of common stock of
the Company.

Ventas, Inc., is a healthcare real estate investment trust whose
properties include 43 hospitals, 215 nursing facilities and
eight personal care facilities in 36 states. For further
information about Ventas, please visit its Web site at
http://www.ventasreit.com   

As of June 30, 2002, Ventas reported a total shareholders'
equity deficit of about $95 million.


VEMTAS INC: Amends Rights Agreement with National City Bank
-----------------------------------------------------------
On October 14, 2002, Ventas, Inc., a Delaware corporation,
amended its rights agreement, dated July 20, 1993, between the
Company and National City Bank, as Rights Agent.  Prior
amendments were made on August 11, 1995,February 1, 1998, July
27, 1998, April 15, 1999, December 15, 1999, and May 22, 2000.

The Seventh Amendment excludes Cohen & Steers Management, Inc.,
an investment adviser registered under the Investment Advisers
Act of 1940, together with all affiliates and associates of
Cohen & Steers Management, Inc., and any other person who would
constitute along with Cohen & Steers Management, Inc. or any of
its advisory clients, a "group" as that term is used for
purposes of Section 13(d)(3) of the Securities Exchange Act of
1934, from the definition of "Acquiring Person" under the Right
Agreement until such time as the Cohen & Steers Group becomes
the Beneficial Owner of more than 12.50% of the then outstanding
shares of common stock of the Company.

Ventas, Inc., is a healthcare real estate investment trust whose
properties include 43 hospitals, 215 nursing facilities and
eight personal care facilities in 36 states. For further
information about Ventas, please visit its Web site at
http://www.ventasreit.com   


VICWEST CORP: Lenders Waive Defaults Under Credit Agreements
------------------------------------------------------------
Vicwest Corporation announced that the lenders under its senior
credit facilities have agreed to waive certain previously
announced events of default thereunder and compliance with
certain terms of the agreement governing the credit facilities,
subject to certain conditions, which waiver expires on November
15, 2002.

As previously announced on October 11, 2002, Vicwest has also
received undertakings from holders of approximately 65% of the
outstanding principal amount of its subordinated notes not to
support any exercise of remedies prior to November 15, 2002
relating to an event of default concerning the notes. The
subordinated notes of Vicwest are listed on the TSX Venture
Exchange under the symbol MGT.DB.

Vicwest continues to be in constructive discussions with its
senior lenders and noteholders to provide an overall solution to
its default situation.


WORLDCOM INC: Committee Gets Nod to Hire Akin Gump as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the chapter 11
cases involving Worldcom Inc., and debtor-affiliates obtained
the Court's authority to retain Akin Gump Strauss Hauer & Feld
LLP as its counsel, nunc pro tunc to July 29, 2002.

With the Court's approval, Akin Gump will provide these
services:

-- advise the Committee with respect to its rights, duties and
   powers in these cases;

-- assist and advise the Committee in its consultations with the
   Debtors relative to the administration of these cases;

-- assist the Committee in analyzing the claims of the Debtors'
   creditors and the Debtors' capital structure and in
   negotiating with holders of claims and equity interests;

-- assist the Committee in its investigation of the acts,
   conduct, assets, liabilities and financial condition of the
   Debtors and of the operation of the Debtors' businesses;

-- assist the Committee in its analysis of, and negotiations
   with, the Debtors or any third party concerning matters
   related to, among other things, the assumption or rejection
   of certain leases of non-residential property and executory
   contracts, asset dispositions, financing of other
   transactions and the terms of a plan of reorganization for
   the Debtors and accompanying disclosure statement and related
   plan documents;

-- assist and advise the Committee as to its communications to
   the general creditor body regarding significant matters in
   these Cases;

-- represent the Committee at all hearings and other
   proceedings;

-- review and analyze applications, orders, statement of
   operations and schedules filed with the Court and advise the
   Committee as to their propriety;

-- assist the Committee in preparing pleadings and applications
   as may be necessary in furtherance of the Committee's
   interests and objectives; and

-- perform any other legal services as may be required or are
   otherwise deemed to be in the best interests of the Committee
   in accordance with the Committee's powers and duties as set
   forth in the Bankruptcy Code, Federal Rules of Bankruptcy
   Procedures or other applicable law.

Akin Gump will charge for its services in an hourly basis in
accordance with its ordinary and customary hourly rates in
effect on the date the services are rendered.  The current
hourly rates charged by Akin Gump for professionals and
paraprofessionals are:

       Partners                            $400 - 700
       Special Counsel and Counsel          285 - 600
       Associates                           185 - 430
       Paraprofessionals                     55 - 165

Akin Gump's professionals currently expected to have primary
responsibility for providing services to the Committee are:

          Name               Position      Hourly Rate
    ------------------       ---------     -----------
    Daniel H. Golden         Partner         $675
    Michael S. Stramer       Partner          550
    Ira S. Dizengoff         Partner          475
    James R. Savin           Associate        350
    Philip C. Dublin         Associate        320
    Kenneth A. Davis         Associate        320
    Nava Hazan               Associate        280
(Worldcom Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   

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

                          *********

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

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

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

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

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

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

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

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

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

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

                *** End of Transmission ***