TCR_Public/021023.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, October 23, 2002, Vol. 6, No. 210    

                          Headlines

ACTION PRODUCTS: Violates Nasdaq SmallCap Listing Requirements
ADVANCED LIGHTING: Banks Extend Credit Facility Until March 31
ALTAIR NANOTECHNOLOGIES: Must Obtain New Funds to Continue Ops.
AMERICAN BANKNOTE: Will Repurchase Up to $15MM of 10-3/8% Notes
AMERICAN COMM'L: S&P Sees Poor Liquidity & Says Outlook Negative

AOL LATIN AMERICA: Says Funds Sufficient to Last Into Q4 2003
ANC RENTAL: Committee Looks to FTI Consulting for Fin'l Advice
APARTMENT INVESTMENT: S&P Affirms BB+ Corporate Credit Rating
AT&T LATIN AMERICA: Anticipates Funding Gap in Q4 2002
BETHLEHEM STEEL: Sept. 30 Equity Deficit Widens to $1.9 Billion

BIRMINGHAM STEEL: Signs-Up Lightfoot Franklin as Special Counsel
BUCKEYE TECHNOLOGIES: Continues to Reduce Losses and Debts
BURLINGTON: Asks Court to Allow Trustee to Pay Fees from Trust
CONSECO FINANCE: S&P Puts Various Related Deals on Watch Neg.
CONSECO: Wants to Sell (Maybe Dump) Conseco Finance Units

CONTOUR ENERGY: Hires Nielsen & Associates as Special Counsel
DESA HOLDINGS: Committee Taps Jefferies as Financial Advisor
DIGITAL COURIER: Independent Auditors Raise Going Concern Doubt
DYNEGY INC: Will Slash About 780 Jobs as Part of Restructuring
DYNEGY INC: Inks Pact to Sell Canadian Assets to Seminole Group

ENRON CORP: Selling Retail Contracts to Accent Energy for $4.7MM
EOTT ENERGY: Gets Nod to Pay $2.4MM Critical Supplier Claims
EOTT ENERGY: General Partner Files Chapter 11 Petition in Texas
FAIRCHILD DORNIER: Seeks Okay to Retain Deloitte as Tax Advisors
GE CAPITAL: Fitch Affirms Low-B Ratings on Classes H to M Notes

GENERAL CABLE: Third Quarter Results Swing-Down to $4MM Net Loss
GENTEK: Wants to Continue Using Existing Cash Management System
GLOBAL CROSSING: Court Declares Hindery Agreement Non-Executory
GLOBAL CROSSING: Will Restate Fin'l Statements in SEC Reports
GLOBEL DIRECT: Fails to Meet Deadline to File Fin'l Statements

HASBRO INC: Reports Improved Financial Results for Third Quarter
HEXCEL CORP: Balance Sheet Insolvency Narrows to $122.6 Million
HYPERTENSION DIAGNOSTICS: Gets Waiver of Note Covenant Defaults
ITC DELTACOM: Committee Wants to Hire Fried Frank as Counsel
INT'L MULTIFOODS: S&P Affirms BB Corporate Credit Rating

KING PHARMACEUTICALS: Will Acquire Meridian Medical for $247.8MM
KMART CORP: Targets Emergence from Chapter 11 by July 2003
LAIDLAW INC: Second Amended Plan Tinkers with Class 5 Claims
LARSCOM INC: Nasdaq Okays Listing Transfer to SmallCap Market
LTV CORP: Asks Court to Fix Bar Date for All but Steel Debtor

MIRANT: S&P Cuts Corporate Credit & Senior Secured Ratings to BB
NATIONAL STEEL: Court Allows Set-Off Claims with Metal Building
NATIONAL WATERWORKS: S&P Rates Corporate Credit Rating at BB-
NDC AUTOMATION: Continues Exploring Sources of New Financing
NEON COMMUNICATIONS: Committee Signs-Up Saul Ewing as Co-Counsel

NETIA HOLDINGS: Resolves Claims Disputes with Dissenting Parties
NII HOLDINGS: UST Balks at Crossroad's Interim Fee Application
NOBLE CHINA: Special Shareholders' Meeting Set for Nov. 12, 2002
NORTEL: Wins China Unicom's $280M CDMA2000 1X Wireless Contracts
OSI PORTFOLIO: S&P Cuts Loan Collector Ranking to Below Average

OVERHILL CORP: Spun-Off Unit's Nine-Month Revenues Drop 14.8%
OWENS CORNING: Asks Court to Approve 22 Settlement Agreements
PACIFIC BIOMETRICS: Grant Thornton Expresses Going Concern Doubt
PEGASUS ACQUISITION: Case Summary & Largest Unsecured Creditors
PEGASUS COMM: Will Not Pay Quarterly Dividend on 6.5% Preferreds

PG&E NATIONAL ENERGY: Lenders Extend Credit Facility to Nov. 14
QSERVE COMMS: Trustee Gets Go-Signal to Hire Accounting Clerk
REGAL ENTERTAINMENT: Posts Improved Financial Performance for Q3
REPUBLIC WESTERN: S&P Slashes Financial Strength Rating to Bpi
SPECIAL METALS: Expands Asia Pacific Marketing Operations

SUNBLUSH TECH: Withdraws Listing From OFEX Effective October 18
SUNSHINE PCS: Lynch Interactive Forgives $4 Mill. of Sub. Notes
TIDEL TECHNOLOGIES: Gets First Orders for New Sentinel Product
TRENWICK GROUP: S&P Places BB Credit Rating on Watch Negative
TXU EUROPE: S&P Drops Rating to D Following Interest Non-Payment

US AIRWAYS: Appoints IAM Representative to Board of Directors
U.S. INDUSTRIES: Extends Exchange Offer's Consent Date to Nov. 1
U.S. STEEL: Reports Improved Financial Results for Third Quarter
VENTAS INC: Executes Supplemental Senior Note Indentures  
VIALINK COMPANY: Robert N. Baker Discloses 7.5% Equity Stake

VISION METALS: Closes Sale of Assets to Michigan Seamless Tube
VITESSE SEMICONDUCTOR: Fourth Quarter Net Loss Narrows to $18.7M
WARNACO GROUP: Disclosure Statement Hearing Set for November 13
WORLDCOM: 17 Customers Urge Appointment of Customers' Committee
WORLDWIDE WIRELESS: Court Approves Asset Sale to NextWeb Inc.

XCEL ENERGY: Q3 Utility Earnings Contribution Slides-Up to $196M

* Meetings, Conferences and Seminars

                          *********

ACTION PRODUCTS: Violates Nasdaq SmallCap Listing Requirements
--------------------------------------------------------------
Action Products International Inc., (Nasdaq: APII) announced
that the Nasdaq Listing Qualifications Department has notified
the Company that it is not in compliance with the requirements
of NASD Marketplace Rule 4310(C)(2)(B) for continued listing of
its securities on Nasdaq's SmallCap Market.  This rule requires
the Company to have a minimum of $2,000,000 in net tangible
assets or $2,500,000 in stockholders' equity or a market value
of listed securities of $35,000,000 or $500,000 of net income
from continuing operations for the most recent completed fiscal
year (or two of the three most recently completed fiscal years).  
The Company has historically satisfied its requirements under
this rule by meeting the minimum value for net tangible assets
or stockholders' equity.  Based on the Company's last filed
quarterly report on Form 10-QSB for the period ended June 30,
2002, the Company's net tangible assets and stockholders equity
were $1,630,400 and $2,412,800, respectively. Consequently,
Action Products' common stock is subject to delisting from The
Nasdaq SmallCap Market.

Pursuant to NASD Marketplace Rules, the Company intends to
appeal the Staff's determination before a Nasdaq Listing
Qualifications Panel. The hearing is required to take place
within 45 days of the Company's request.  The Company's hearing
request automatically delays the delisting pending the Panel's
final review and determination of the appeal. Until the Panel's
ultimate determination, Action Products' common shares will
continue to be traded on the Nasdaq SmallCap Market.

While there are no guarantees that the Company's appeal will be
successful, the Company believes that based upon the reductions
in its expenses and operating costs that have been implemented
this year, the financing options it is currently pursuing and
the rapid approach of the biggest retail period of the year
(i.e., the Christmas season), the Company will be able to set
forth a satisfactory plan to the Panel to come back into
compliance with the NASD Marketplace Rules and to maintain its
listing on Nasdaq's SmallCap Market.

Action Products International, Inc., is a toy manufacturer
emphasizing educational and non-violent products, including Jay
Jay The Jet Plane Wooden Adventure System(TM), I Dig
Dinosaurs(R) and I Dig Treasures(R) excavation activity kits,
Space Voyagers(R) ("The most authentic Space Toys on Earth"),
Climb@Tron(TM) window-climbing robots, Thomas & Friends(TM)
Creative Play arts and crafts kits, Play and Store(TM) themed
playsets and Drop Zone Extreme(TM) parachute toys.  Its products
are marketed and sold to toy stores, specialty retailers,
Internet retailers, museums, zoos, theme parks, attractions,
catalog companies, and educational markets in the United States
and worldwide.

Additional information on Action Products and its toys is
available via email at marketing@apii.com or by visiting the
World Wide Web at http://www.apii.com


ADVANCED LIGHTING: Banks Extend Credit Facility Until March 31
--------------------------------------------------------------
Advanced Lighting Technologies, Inc., (Nasdaq: ADLT) extended
its agreement with the banks under the Company's credit
facility, allowing the Company access to its existing revolving
credit facility until March 31, 2003, despite the Company's
default by failure to maintain the minimum debt service coverage
ratio required by the credit agreement.  

The principal condition for the original agreement was that the
Company not pay interest due on September 16, 2002 pursuant to
the Company's Senior Notes due 2008.  The revised agreement sets
milestones for progress toward completion of one or more
transactions to permit repayment of the bank loans by March 31,
2003.  The banks are permitted to terminate the extension if
holders of the Company's Senior Notes or other lenders take
certain actions adverse to the Company. The agreement includes
additional requirements typical of such agreements, including
increased information requirements and covenants regarding its
operations during the forbearance period.  The Company believes
that it will be able to meet these additional requirements.  The
Company has engaged Brown, Gibbons, Lang & Company as its
investment banker to assist the Company in its refinancing
efforts.

Wayne Hellman, ADLT Chairman and Chief Executive Officer,
commented, "We will use the additional time provided by our new
agreement with the banks to work with our investment bankers,
investors and our other stakeholders to put the Company's
financial house in order.  During this period, we expect to
continue to operate our business: serving our customers and
meeting our obligations to suppliers and employees.  Although we
are only beginning to see the results of our year-long efforts
to improve profitability, we believe the results of the quarter
ended September 30 will demonstrate our ability to increase
operating income in a sluggish economy."

Advanced Lighting Technologies, Inc., is an innovation-driven
designer, manufacturer, and marketer of metal halide lighting
products, including materials, system components and systems.
The Company also develops, manufactures and markets passive
optical telecommunications devices, components and equipment
based on the optical coating technology of its wholly-owned
subsidiary, Deposition Sciences, Inc.


ALTAIR NANOTECHNOLOGIES: Must Obtain New Funds to Continue Ops.
---------------------------------------------------------------
At June 30, 2002, Altair NanoTechnologies Inc., had cash and
cash equivalents of $274,531, an amount that would be sufficient
to fund its basic operations through July 31, 2002.  In order to
extend operations through at least August 31, 2002, it has
reduced cash expenditures to the extent possible without
significantly affecting development efforts with respect to the
titanium processing technology.  The Company anticipates it will
receive the remaining $642,877 of the purchase price owed under
the amended and restated stock purchase agreement on, or before,
August 31, 2002.  If it received the remainder of the purchase
price during August 2002, the Company expected this additional  
capital would be sufficient to fund its basic operations through
at least October 31, 2002. If it did not receive the remainder
of the purchase price during August 2002, the Company would
require additional financing during August 2002 in order to
provide working capital to fund its day-to-day operations.

In order to reduce the rate at which it is using cash Altair has
taken several cost cutting measures, the most significant of
which is the reduction of expenditures on the Tennessee mineral
property and the jig to the minimum amount necessary to maintain
these assets with no ongoing development activity.

Nevertheless, even with such cost cutting measures, the Company
will need additional financing to fund basic, day-to-day
operations sometime between August 31, 2002 and October 31,
2002.  Because its projected near-term sales of nanoparticle
products are minimal, the Company expects to generate such funds
through additional private placements of its common stock and
warrants to purchase its common stock or other debt or equity
securities.  As of August 13, 2002, it had no commitments to
provide  additional financing or to purchase a significant
quantity of nanoparticle products.  If the Company is unable to
obtain financing on a timely basis, it may be forced to more
significantly curtail and, at some point, discontinue
operations.


AMERICAN BANKNOTE: Will Repurchase Up to $15MM of 10-3/8% Notes
---------------------------------------------------------------
American Banknote Corporation's Board of Directors has
authorized the Company to repurchase up to $15 million face
amount of its outstanding 10-3/8% Senior Notes due January 31,
2005 at a discount to par value following the Effective Date of
the Company's Reorganization Plan. The 10-3/8% Senior Notes will
be repurchased at management's discretion, either in the open
market or in privately negotiated block transactions. The
decision to buy back any 10-3/8% Senior Notes will depend upon
the availability of cash at the Company and other corporate
developments.

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.

American Banknote originated in 1795 as a printer of US
currency. No longer printing US currency, American Banknote
makes transaction cards (ATM, credit, debit cards), prints
business forms, offers electronic printing services, and offers
security printing services for items such as checks and money
orders. In 1998 the company spun off its American Bank Note
Holographics unit; the following year the spinoff restated three
years' worth of financial statements. American Banknote was
delisted from the New York Stock Exchange and filed for
bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York in 1999.


AMERICAN COMM'L: S&P Sees Poor Liquidity & Says Outlook Negative
----------------------------------------------------------------  
standard & Poor's Ratings Services revised the outlook on
American Commercial Lines LLC to negative from stable. The
single-'B'-minus corporate credit rating, triple-'C' senior
unsecured debt rating, and triple-'C' subordinated debt rating
on ACL are affirmed. The rating actions reflect the barge
company's weaker-than-expected operating performance and
constrained liquidity. Jeffersonville, Indiana-based ACL has
about $810 million of lease-adjusted debt.

"Ratings reflect ACL's weak financial profile, onerous debt
burden, and constrained liquidity position, offset somewhat by a
solid market position in both the dry bulk and liquid inland
barge transportation industry," said Standard & Poor's credit
analyst Lisa Jenkins. "The negative outlook reflects Standard &
Poor's concerns regarding the company's liquidity position and
its ability to weather an extended period of earnings weakness,"
the analyst added.

ACL transports grain (32% of 2001 revenues), bulk/steel (26%),
liquids (18%), coal (11%), and other commodities (13%) by barge
on the Mississippi, Illinois, Ohio, Tennessee, and Missouri
Rivers as well as the Gulf Intracostal Waterway. It has the
largest dry bulk barge fleet and the second-largest tank barge
fleet in the U.S.  ACL's boat subsidiary designs and
manufactures barges and tugboats. It manufactured almost half of
the new barges built in the U.S. in 2001.

Poor weather conditions and the economic downturn have
negatively affected ACL's earnings over the past few years. ACL
was recapitalized in 1998, leaving it with an onerous debt
burden. Although ACL was recently acquired by New York-based
Danielson Holding Corp., and recapitalized again in conjunction
with the acquisition, it is still highly levered. Debt/EBITDA is
currently estimated to be over 6.5 times. The company's heavy
debt burden makes it especially vulnerable to current industry
pressures.

If ACL's liquidity position does not improve and operating
earnings and cash flow remains under pressure, ratings are
likely to be lowered.


AOL LATIN AMERICA: Says Funds Sufficient to Last Into Q4 2003
-------------------------------------------------------------
In an interview conducted Friday by CEOcast, a leading
interactive media source specializing in broadcast interviews of
Chief Executive Officers, Charles Herington, President and CEO
for America Online Latin America (NASDAQ-SCM: AOLA), provided an
optimistic view of the future prospects for the Internet
industry in Latin America and reiterated that AOL Latin America
expected available funding to last into the fourth quarter of
2003 and that losses would again narrow for the third quarter of
2002. The full interview is available on http://www.CEOcast.com

Herington told CEOcast that he was encouraged by initiatives
implemented earlier in the year designed to strengthen the
company's business fundamentals. The chief executive explained
that the company now expects its cash on hand plus available
financing to continue to fund operations into the fourth quarter
of 2003 due in part to the positive outcome from some of those
initiatives. He also explained that the company has benefited
from regional currency devaluations since its available funds
are in U.S. dollars while most of its costs are in local
currencies, thereby having a positive impact on expenses. As a
result, the company expects to report reduced losses for the
third quarter of 2002, making this the ninth quarter in a row
that the company has reported consecutive narrowing of losses
per share. Herington also said that its total revenues are
expected to weaken compared to the previous quarter primarily
due to currency devaluations and lower advertising revenue. In
addition, the company expects a modest reduction in membership
as it continues to implement initiatives to improve its base of
paying members.

Herington told CEOcast that the company has taken significant
measures to reduce operating expenses by realigning its network
and introducing more efficient systems and procedures to its
call center operations. In addition, the company continues to
implement marketing initiatives designed to target higher
quality paying members more efficiently, which is expected to
result in better rates of collection and increased future
revenue. The company currently has over 400 retail point-of-sale
locations and expects to increase this number in the future.

"I am pleased with the way some of our new new personalized
marketing initiatives are working," Herington stated. "For
example, we have found that it is far more efficient to
establish kiosks at hundreds of specially targeted retail
outlets across Brazil, and to staff them with AOL Brazil
representatives. These representatives can demonstrate to
prospective new members how the AOL service works, the many
benefits available to members, and the excitement of the AOL
Internet experience. These new personalized marketing
initiatives are proving to be much more cost effective in
reaching and acquiring a higher valued member," he added.

When asked about its prospects to remain listed on the NASDAQ
stock exchange, Herington responded that the company has
submitted a plan for NASDAQ's consideration. "We presented the
plan Friday, October 4, and NASDAQ told us to wait two to four
weeks for a decision," he stated. "We are encouraged by the
commitment shown by our partners to our business. We expect a
decision from NASDAQ in the next two weeks."

According to Mr. Herington, future growth prospects for Latin
America's Internet market continue to be promising given today's
low penetration levels of Internet usage and the growing
acceptance of the Internet by consumers. Industry analysts have
forecasted that the number of Internet users in Latin America is
expected to almost double over the next three years, from 21.7
million users at the end of 2001 to 44.1 million at the end of
2004. In addition, an important survey conducted by the
Roper/ASW Research company of Internet users in Brazil, the
largest Internet market in Latin America, indicated that the
Internet has become an important part of the daily lives of
Brazilian online users.

"I am very encouraged by the long term prospect of the Internet
industry in Latin America," added Mr. Herington. "With regard to
AOL Latin America, we expect to deliver our ninth straight
quarter of narrowed losses, which is an important factor in our
ability to continue to finance our operations into the fourth
quarter of 2003 with our current funding. Despite the very
difficult economic environment in the region, we continue to
believe in the future of the Internet in Latin America and
remain committed to playing an important role in the continued
development of the industry."

                        *    *    *

As reported in Troubled Company Reporter's October 9, 2002
edition, America Online Latin America presented a plan to the
NASDAQ Listing Qualifications Panel designed to remedy its
noncompliance with the $35 million market capitalization
requirement for continued listing of its Class A Common Stock on
the NASDAQ SmallCap Market (Marketplace Rule 4310(C)(2)(B)(ii)).

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

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


ANC RENTAL: Committee Looks to FTI Consulting for Fin'l Advice
--------------------------------------------------------------
The Official Committee of Unsecured Creditors, in the chapter 11
cases involving ANC Rental Corporation, seeks the Court's
authority to retain FTI Consulting Inc. as its general advisor
on financial and accounting matters, effective as of August 30,
2002.

FTI purchased PricewaterhouseCoopers' Business Recovery Services
practice and related assets and receivables on August 30, 2002.
Because of that transaction, the professionals at PwC who were
advising the Committee have joined FTI.

Committee Chairman Duncan M. Robertson tells the Court that the
Committee has deemed it best to retain FTI rather than retain
other firms whose professionals are not privy to the Debtors'
Chapter 11 cases.

FTI will be retained on the same terms and conditions as in the
previous PwC application.  PwC will continue to provide
consultation services on Information Technology, which is an
expertise that FTI does not currently possess.

Dennis O'Connor of FTI assures the Court that the firm does not
hold any interest adverse to the interests of the Debtors'
bankruptcy estates and creditors.  But in the event FTI
discovers any connection with any parties-in-interest in these
cases, Mr. O'Connor promises to promptly disclose the connection
and information to the Court. (ANC Rental Bankruptcy News, Issue
No. 21; Bankruptcy Creditors' Service, Inc., 609/392-0900)


APARTMENT INVESTMENT: S&P Affirms BB+ Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its double-'B'-plus
corporate credit rating and its single-'B'-plus preferred stock
rating on Apartment Investment and Management Co.  The outlook
is stable.

The ratings on Denver-based AIMCO, a nationally focused
apartment REIT, reflect the company's seasoned and deep
management team, solid geographic diversification, and
relatively stable operating performance. These strengths are
tempered by the inherent risks associated with the company's
transaction-oriented growth strategy, an aggressive financial
profile, and the uncertain depth and duration of the currently
weak multifamily leasing environment and the impact it might
have on AIMCO's portfolio performance.

AIMCO is one of the nation's largest owners/managers of
apartment properties, with more than 300,000 units nationwide.
As a result of the company's primary investment focus of
acquiring controlling general partnership positions, not all of
these units are 100% owned. At June 30, 2002, the portfolio
comprised a 50% or greater ownership position in more than
170,000 units, an ownership stake of less than 50% in another
128,000 units, long-term management contracts with 26,000 units,
and short-term third-party management agreements for an
additional 35,000 units. While this investment focus results in
a more complicated ownership structure and a higher percentage
of fee income (roughly 12% versus an apartment average of 5%)
than the typical apartment REIT, it does give the company a
stable investment pipeline and large operating base relative to
its invested capital. The company's broad investment portfolio
also gives it favorable geographic diversity with the top five
markets being Washington D.C. (11% of revenue), Los Angeles
(9%), Boston (6%), Chicago (6%), and Houston (4%).

While AIMCO continues to focus its growth efforts on acquiring
controlling interests in limited partnerships (generally by
purchasing a controlling interest in the general partner
position), the company has recently pursued fee-interest
acquisitions, as well. During the past five years, the company
acquired NHP in 1997 ($350 million for 82,374 units), Insignia
Financial Group in 1998 ($1,126 million for 170,000 units),
Ambassador Apartments in 1998 ($714 million for 15,728 units),
Oxford Realty in 2000 ($1,189 million for 36,949 units), West
Coast-based Casden Properties in 2001 ($1,500 million for 17,383
units), and the recently completed Boston-based Flately
Properties ($500 million for 4,323 units). While these
transactions are more complex than typical apartment property
acquisitions and thus the potential pitfalls of integrating the
acquired assets are greater, to date AIMCO has not experienced
any major missteps. This is likely due to both the relative size
of AIMCO's stabilized portfolio, and the health of the real
estate markets during the past five years. These investments are
more aggressively financed in the near term (typically with high
loan-to-value term loans), thus exposing the company to
fluctuations in the capital markets. It is expected that AIMCO
will continue to pursue acquisitions of new general partnership
interests while consolidating the existing universe of limited
partnership interests under AIMCO's control.

AIMCO's aggressive growth strategy has historically been
supported by a decentralized operating infrastructure
administered through regional operating centers in a fairly
entrepreneurial environment in which managers are strongly
incentivized to focus on the bottom line. This operating
structure does allow local decisions (such as rent increases and
marketing expenses) to be processed more rapidly - a clear
positive in a rising rent environment. However, during
challenging economic periods when competition for renters is
high, this entrepreneurial approach may focus on near-term
bottom-line results to the potential detriment of long-term
portfolio quality. In light of the weak national economy and its
impact on rental rate growth, the company has been restructuring
its operating infrastructure to improve efficiencies. This
modified approach is aimed at leveraging AIMCO's scale while
pushing financial and operating controls to the corporate level.
The company is also attempting to reduce overhead by cutting the
number of regional operating centers and leveraging its
potential purchasing power through a centralized national
purchasing program. Streamlined operations, improved information
technology, and enhanced financial performance monitoring are
being pursued to dampen the impact of eroding real estate
fundamentals.

AIMCO's financial profile, including capital structure and
liquidity, is more aggressive than the typical apartment REIT.
The company pursues a secured funding strategy which, when
combined with a complicated ownership and revenue structure,
results in a highly leveraged and less transparent capital
structure. Book value leverage was 58% at June 30, 2002, up from
historical levels due to the highly leverage nature of recent
acquisitions. This figure, however, increases to 75% when
preferred securities are included (preferred securities
represent 38% of book value equity). Furthermore, more than 90%
of portfolio-level net operating income is generated from
properties encumbered by secured debt. Nevertheless, this
funding strategy has resulted in a good job of match funding
long-term assets and maturing debt is largely made up of secured
mortgages, which should be readily refinanced even in a weakened
capital markets environment.

AIMCO's leveraged capital structure results in comparatively
modest debt coverage measures. Debt service coverage, which
includes interest incurred (including a minimal amount of
capitalized interest) and principal amortization, has been in
the 2.2 times range. Fixed-charge coverage, which incorporates
preferred dividend payments for the six months-ended June 30,
2002, was 1.9x and common dividends were covered roughly 1.2x.
It is expected that fixed-charge coverage may increase modestly
from current levels, as the company continues to refinance
relatively high-cost debt at today's lower rates and the
company's intention to a reduced reliance on preferred stock in
the future. Additional stability for these coverage
measures remains supported by the portfolio's broad geographic
and product type diversification, which has so far allowed for
modest out-performance relative to the broader multifamily
sector. Finally, the portfolio's projected generation of roughly
$60 million (after dividends) this year should be sufficient to
fund the portfolio's anticipated capital expense requirements.
It is expected that leverage and debt coverage measures will
not change materially from current levels.

                      Outlook: Stable

AIMCO's large and diversified portfolio, guided by a deep and
seasoned management team, should continue to provide a level of
stability to the ratings. However, Standard & Poor's continues
to view the company as a transaction-oriented consolidator
within the apartment sector. While the stable outlook
incorporates expectations of a continuation of this strategy,
future ratings improvement would depend on a migration of
fixed-charge coverage above the 2.0x range.


AT&T LATIN AMERICA: Anticipates Funding Gap in Q4 2002
------------------------------------------------------
AT&T Latin America Corp. (Nasdaq: ATTL), a facilities based
provider of integrated business communications services in five
Latin American countries, anticipates a funding gap commencing
in the fourth quarter of 2002 and running through 2003 of up to
approximately $40 million, assuming continued access to its
senior secured vendor financing facility. This funding gap has
arisen due to the following developments:

     * A more pessimistic view of economic conditions in South
America, particularly Brazil, for the remainder of 2002 and into
2003.

     * The Company had anticipated entering into a tax sharing
agreement with its majority shareholder, AT&T Corp., that it
expected would provide at least $17 million in liquidity,
commencing in the fourth quarter of 2002 and running through
2003. AT&T Corp., advised the Company on October 8, 2002 that
such an arrangement will not be forthcoming.

     * Following a request from the Company for additional
financing assistance, AT&T Corp., advised on October 10, 2002
that it will not provide additional financing or credit support
to the Company.

     * AT&T Corp., has advised the Company that as it implements
its global strategy, it intends to approach certain global
multinational clients directly on a global basis, concentrating
services through its own international facilities. The Company
understands that, as to multinational customers with operations
in Latin America, that strategy will involve a change in the
Company's relationship with such customers from that of a full-
service provider using its own international facilities to one
of providing essentially last mile connections on a non-
preferred basis over its local networks. The change is expected
to result in a reduction in the growth of revenues and cash flow
of the Company.

     * The Company is in litigation over obligations owed to one
of its vendors, an affiliate of Siemens AG.  As a result of an
adverse decision, it now has assumed for purposes of its outlook
that it will pay its obligations at earlier dates than
originally anticipated. The Company is currently in settlement
negotiations with this vendor.

     * The Company believes that it may have greater difficulty
drawing on unused, and renewing, local lines of credit in Latin
America as a result of the above.

The Company also noted that it expects to be out of compliance
with its revenue covenant set forth in its senior secured
financing agreements when it reports its third quarter results
on Form 10-Q. Its projected funding gap, as noted above assumes
continued support from the three vendors who have provided these
credit facilities.

The Company is considering a number of measures with respect to
its liquidity needs, including seeking additional third party
financing.

AT&T Latin America Corp., (Nasdaq: ATTL) headquartered in
Washington, D.C., is a facilities-based provider of integrated
high-bandwidth business communications services in five
countries: Argentina, Brazil, Chile, Colombia and Peru. The
company offers data, Internet, voice, video-conferencing and e-
business services. For more information, visit AT&T Latin
America's Web site at http://www.attla.com


BETHLEHEM STEEL: Sept. 30 Equity Deficit Widens to $1.9 Billion
---------------------------------------------------------------
Bethlehem Steel Corporation reported a loss for the third
quarter of 2002 of $54 million, an improvement from the loss of
$119 million recorded in the second quarter of 2002 and the loss
of $152 million recorded in the third quarter of 2001.

At September 30, 2002, the Company's balance sheets show a total
shareholders' equity deficit of about $1.9 billion.

"Our third quarter operating results were significantly better
than both the second quarter of 2002 and the third quarter of
2001. Realized prices continued to improve, primarily as a
result of reduced domestic supply from capacity shutdowns and
the favorable Section 201 trade ruling in March 2002," said
Robert "Steve" Miller, Jr., Chairman and Chief Executive Officer
of Bethlehem Steel. "However, we believe prices will begin to
level off in the fourth quarter as a significant portion of the
reduced domestic capacity that occurred in 2001 is coming back
online, with International Steel Group's start-up of the former
LTV steel plants and Nucor's start-up of the former Trico Steel
plant. We expect our financial performance to level out in the
fourth quarter, as shipments decline seasonally. We will also
incur additional costs in connection with planned maintenance in
the fourth quarter at our light flat rolled plants.

"We ended the third quarter of 2002 with liquidity of about $235
million. Our operations generated about $21 million in cash
during the quarter compared to essentially break-even cash from
operations during the first half of the year. We expect to have
sufficient liquidity into 2003 to pursue various strategic
alternatives toward a plan of reorganization.

"Because of the decline in market value of our pension trust
assets, continuing pension payments from the trust and declining
interest rates, our pension plan is now about $3.2 billion
underfunded at today's market. Accordingly, we now have over $6
billion of unfunded pension and other postretirement
obligations, principally healthcare, that we simply cannot
support. Further, like many companies with defined benefit
pension plans, this increase in our unfunded pension obligation
will require us to record a non-cash, direct charge to
stockholders' deficit of about $1.5 billion if the market
remains the same at year-end. This charge is only required at
year-end and will not affect our 2002 operating results. Our
operating results for the first nine months of 2002 include
about $321 million for total pension and other post employment
benefit expenses, much of which are non-cash. Without these
expenses, Bethlehem would clearly report profits this year.

"Domestic steel consumption remains fairly strong, driven
principally by automotive sales. The problem of excess global
capacity, however, remains a significant hurdle for the steel
industry. As previously announced, the key for Bethlehem to
emerge from Chapter 11 bankruptcy protection is the substantial
reduction or elimination of our unfunded pension and retiree
health care obligations together with a new labor agreement with
the United Steelworkers of America. Negotiations are underway
with the union to achieve a new labor agreement that will allow
Bethlehem to become cost competitive with other restructured
integrated producers and the mini mills."

                         Unusual Items

"Our pipe mill located in Steelton, Pennsylvania has not
operated since June 1999 and we recently announced the permanent
closing of the facility. As a result, we recorded a $2.5 million
charge in the third quarter of 2002 to account for the required
employee benefit costs.

"We recently determined that our ownership percentage of Hibbing
Taconite, our iron ore joint venture in Minnesota, exceeded the
future iron ore requirements at our Burns Harbor plant. As a
result, during the third quarter we sold an 8% interest in the
venture and agreed to sell excess ore inventory. While we
recognized a total loss of $8 million from these transactions,
they avoided temporary production shutdowns of the iron ore
facility that would have increased our costs and consumed cash
in excess of the loss recognized.

"As previously reported, during the second quarter of 2002, the
large bell on our D blast furnace at Burns Harbor failed,
causing an extended repair outage and related lost production.
The furnace was returned to full operation in June. Carryover
costs related to the outage were about $2 million in the third
quarter of 2002. The combination of the repair costs, unabsorbed
costs from lost production and other related costs decreased net
income by about $17 million in the second quarter. The first
quarter of 2002 included carryover higher costs of $7 million
from a separate blast furnace outage that occurred in the fourth
quarter of 2001."

During the second quarter of 2002, Bethlehem personnel attended
a meeting requested by the New York Department of Environmental
Conservation (NYDEC) to discuss the contents and timing of a
Consent Order to conduct a RCRA Corrective Measures Study and to
begin to implement an agreed upon plan of remediation at our
closed steel manufacturing facility in Lackawanna, New York.
Based upon the information received and the conceptual
agreements reached at that meeting, we recorded a $20 million
non-cash charge to reflect Bethlehem's most current estimate of
the probable remediation costs at Lackawanna. The cash
requirements for remediation are expected to be expended over a
protracted period of years, according to a schedule to be agreed
upon by Bethlehem and the NYDEC.

The $10 million income tax benefit recorded in 2002 represents a
tax refund as a result of the "Job Creation and Workers
Assistance Act of 2002" that was enacted March 8, 2002. The Act
provides us the ability to carry back a portion of our 2001
Alternative Minimum Tax loss for a refund of taxes paid in prior
years that was not previously available. We received the refund
in July 2002.

"Unusual non-cash charges for the nine months ended September
30, 2001 included fully reserving our net deferred tax asset, a
provision for closure of our Lackawanna, New York coke plant, a
gain on the sale of our interest in a Brazilian iron ore
property and writing off our equity investment in Metal Site, an
internet marketplace for steel that ceased operations. During
the second quarter of 2001, it was determined that the
cumulative financial accounting losses had reached the point
that fully reserving the deferred tax asset was required. See
Notes 3 and 6 to the accompanying Notes to September 30, 2002
Financial Statements for further details on these items.

                    Financial Results

"Excluding unusual items previously mentioned, our third quarter
2002 net loss of $41 million compares with an $82 million net
loss in the second quarter of 2002. The increase in average
realized prices, on a constant mix basis, of about 6% during the
quarter was the principal reason for the improved results.

"Bethlehem's net loss before unusual items of $41 million for
the third quarter of 2002 is a $93 million improvement over the
prior year net loss of $134 million. This improvement resulted
from higher prices and an improved product mix, partially offset
by higher costs. Average realized prices, on a constant mix
basis, improved by about 12% from the same period last year. Our
product mix shipped improved, as our percentage of higher
margin, cold-rolled, coated and tin products increased and we
reduced the percentage of lower margin secondary products. Costs
were higher mainly from increased pension expense and
reorganization expense partially offset by lower interest
expense. Interest expense declined because, after filing for
protection under chapter 11 on October 15, 2001, we are no
longer accruing interest on unsecured debt.

"Our net loss before unusual items for the nine months ended
September 30, 2002 of $225 million compares with a net loss of
$397 million for the same period in 2001. The improvement is
mainly attributable to improvements in prices, product mix and
reduced costs, offset by lower shipments. Average realized
prices on a constant mix basis have increased by about 4%. Our
product mix shipped improved, as our percentage of shipments of
higher margin, cold-rolled, coated and tin products increased,
while we reduced the percentage of lower margin hot-rolled and
secondary products. Costs were lower mainly from decreases in
natural gas prices, employee reductions and lower interest
expense, partially offset by higher pension expense and the
effects of lower production volume at our plate operations. As
previously mentioned, interest expense declined because we are
no longer accruing interest on unsecured debt. Shipments were
lower by about 4%, primarily in plate products, as business
investment continues to lag, and from increased competition from
new entrants into the plate marketplace.


BIRMINGHAM STEEL: Signs-Up Lightfoot Franklin as Special Counsel
----------------------------------------------------------------
Birmingham Steel Corporation and its debtor-affiliates ask for
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Lightfoot Franklin & White, LLC as Special
Litigation Counsel, to represent them in litigation pending
before the Circuit Court of Jefferson County, Alabama, styled
Birmingham Steel Corporation vs. Systems Computer Technology
Corporation, et al.

Lightfoot Franklin will:

     a) represent BSC in the litigation,

     b) prepare on behalf of the BSC all correspondence,
        pleadings, contracts and other legal documents necessary
        and advisable to prosecute such Litigation; and

     c) perform any and all legal services on behalf of BSC           
        as necessary to prosecute the Litigation.

Lightfoot Franklin will be paid on a contingency fee basis. The
Debtors agree to pay Lightfoot Franklin 30.5% of the net sum
recovered in the Litigation.

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.


BUCKEYE TECHNOLOGIES: Continues to Reduce Losses and Debts
----------------------------------------------------------
Buckeye Technologies Inc., (NYSE: BKI) announced that its July-
September, 2002 sales were $156.4 million and that it incurred a
one cent per share loss. These results are approximately equal
to sales of $155.2 million and breakeven earnings reported in
the same period last year.

Buckeye Chairman, Robert E. Cannon commented that, "This is the
second consecutive quarter in which our losses have been
reduced. We believe, as we said in August, that we will be
modestly profitable in the October-December quarter.
Importantly, we continue to be cash flow positive and are thus
reducing our net debt, as is shown in the attached Financial
Results Comparisons."

Mr. Cannon went on to say, "With our business moving in a
positive direction, it is difficult to understand why our share
price has recently declined."

Buckeye, a leading manufacturer and marketer of specialty
cellulose and absorbent products, is headquartered in Memphis,
Tennessee, USA. The Company has facilities in the United States,
Germany, Canada, Ireland, and Brazil. Its products are sold
worldwide to makers of consumer and industrial goods.

                            *    *    *

As previously reported, Standard & Poor's lowered its ratings on
Buckeye Technologies Inc, with negative outlook.

                       Ratings Lowered

                                               Ratings
    Buckeye Technologies Inc.        To                   From
       Corporate credit rating       BB                    BB+
       Subordinated debt rating      B+                    BB-

The downgrade reflects Standard & Poor's expectation that debt
will remain elevated over the intermediate term, which will
likely prevent Buckeye from restoring financial flexibility to a
level appropriate for the previous rating. Capital expenditures
should decline substantially now that construction of the
company's new $100 million airlaid nonwovens machine is
complete. However, weak markets, machine ramp-up costs, and
heightened competitive pressures, are likely to dampen near-term
earnings and impede free cash flow generation.

The ratings reflect Buckeye's below-average business profile,
with leading positions in niche pulp markets, and its aggressive
financial profile.


BURLINGTON: Asks Court to Allow Trustee to Pay Fees from Trust
--------------------------------------------------------------
In connection with the closing and consummation of the
Intercompany Transaction involving the Sale of Substantially All
of the Assets of Burlington Fabrics Inc., and pursuant to the
Sale Order, Burlington Fabrics entered into a Trust Agreement
with the U.S. Bank National Association, as Trustee, and
transferred the Trust Assets to an irrevocable Trust.

Rebecca L. Booth, Esq., at Richards, Layton & Finger, PA, in
Wilmington, Delaware, relates that the consummation of the
Intercompany Transaction and the transfer of the Trust Assets to
the Trust benefit the Burlington Industries Debtors' estates
because it:

  -- allows the Debtors to generate an additional tax refund
     between $25,000,000 and $40,000,000; and

  -- creates a tax loss carry forward ranging from $100,000,000
     to $200,000,000, which the Debtors could utilize in fiscal
     year 2003 and subsequent years to the extent of taxable
     income in those years.

Ms. Booth relates that under the Trust Agreement, U.S. Bank will
serve as Trustee and perform various tasks, which includes
general administration, preservation and distribution of the
Trust Assets in accordance with further Court Orders.

As compensation for these services, the Trustee will be paid
ordinary, customary and reasonable fees and expenses from the
Trust.  In addition, the Trust Agreement provides that the
Trustee may pay other fees and expenses from the Trust, as long
as the Court approves, which includes:

  -- fees and expenses for lawyers, accountants, other
     professionals, custodians, subscustodians and subtrustees
     that the Trustee may retain to assist it in fulfilling its
     duties pursuant to Sections 4(e), 7 and 8 of the Trust
     Agreement;

  -- fees and expenses relating to any litigation that the
     Trustee undertakes or defends;

  -- expenses associated with indemnity claims asserted by the
     Trustee against Burlington Fabrics;

  -- an amount equal to the Trustee's reference interest rate
     plus 2% for any funds advanced by the Trustee to the Trust
     for disbursements or to effect the settlement of purchase
     transactions; and

  -- the payment of taxes incurred by the Trust pursuant to
     Section 3(c) of the Trust Agreement.

Ms. Booth explains that as set forth in the Trust Agreement, the
Trust is intended to qualify as a "disputed ownership fund"
under Proposed Treasury Regulation Section 1.468B-9, pursuant to
which, no money or property can be paid, distributed from the
Trust to, or in behalf of, a claimant, except pursuant to the
Sale Order or further Court order.  Ms. Booth clarifies that
although the Debtors believe that it is ordinary and customary
for fees and expenses like Professional Fees, Litigation fees,
Indemnity Expenses, Advancement Fees and taxes to be paid from
the assets of a Trust and that, as a result, authority to pay
these fees and expenses exists under the provisions of the Sale
Order, the Debtors are seeking Court approval as caution and to
insure compliance with the Proposed Treasury Regulation Section
and the Trust Agreement.

Pursuant to the Sale Order, the Debtors have transferred
$35,000,000 in Trust assets to the Trust to be held and
ultimately distributed, for the benefit of its creditors.  In
order to maintain and preserve the value of the Trust Assets,
Ms. Booth explains, the Trustee must be able to take any action
necessary or appropriate to protect and administer the Trust
assets and to incur and pay reasonable fees and expenses
relating to the actions.  It is critical to the performance of
the Trustee's duties that it is able to hire accountants to  
assist in the preparation of tax returns for the Trust and to
pay not only the fees and expenses of these accountants but also
any Taxes associated with the tax returns.  "Requiring the
Trustee to seek Court approval each time it needs to retain a
professional to assist in the day-to-day administration of the
Trust would unduly burden the Trustee and unnecessarily deplete
the Trust Assets," according to Ms. Booth.

Ms. Booth provides that with respect to Indemnity Expenses, the
Trustee will provide 10 days' written notice to the Debtors, the
U.S. Trustee, counsel to the Creditor's committee and counsel to
the Debtors' Lenders before paying Indemnity Expenses from the
Trust.  The Indemnity Notice will set forth, at a minimum:

  -- the nature of the indemnity claim asserted by the Trustee;

  -- the provisions of the Trust Agreement supporting the
     payment of the Indemnity Expenses; and

  -- the amount of the Indemnity Expense to be paid from the
     Trust.

If no objection to the Indemnity Notice is filed, the Trustee
may pay the Indemnity Expenses from the Trust without further
Order from the Court, otherwise if an objection is timely filed,
the objection has to be resolved.

The Debtors ask the Court to authorize the Trustee to pay fees
and expenses, including Professional Fees, Litigation Fees,
Indemnity Expenses, Advancement Fees and Taxes, from the Trust
without further Court order except as provided in the Notice
Procedures. (Burlington Bankruptcy News, Issue No. 20;
Bankruptcy Creditors' Service, Inc., 609/392-0900)    

DebtTraders reports that Burlington Industries' 7.25% bonds due
2005 (BRLG05USR1) are trading at 28.5 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BRLG05USR1
for real-time bond pricing.


CONSECO FINANCE: S&P Puts Various Related Deals on Watch Neg.
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on various
Conseco Finance Corp.-related transactions issued between 1995
and 2002 on CreditWatch with negative implications. The ratings
on the subordinate B-2 classes of the series originated between
1995 and 1999, which are dependent on Conseco's rating as
guarantor, are unaffected by this action and remain at triple-
'C'-minus. These ratings were lowered on August 9, 2002
following the lowering of Conseco's long-term credit rating on
August 9, 2002.

The CreditWatch placements follow Conseco's recent announcement
that it intends to discontinue its conventional chattel paper
financing business and focus on its land-home business while
continuing to support chattel paper lending exclusively through
the FHA Title I program. Since conventional chattel paper
comprised approximately 75% of Conseco's manufactured housing
business, the company's departure from this business is expected
to significantly impair its dealer relationships and,
consequently, its ability to liquidate repossessed manufactured
housing collateral at optimal recovery rates. The impact of this
announcement is further magnified by Conseco's previous
announcement in March 2002 that it was exiting the dealer
floorplan business, 97% of which consisted of the financing of
inventory for manufactured housing dealerships. The cumulative
impact of these two announcements is that Conseco could be more
reliant on a wholesale liquidation strategy and will no longer
benefit from the higher recoveries, which are associated with
retail liquidation channels. Recovery rates displayed by
manufactured housing transactions where the seller/servicer has
exited the origination business typically range between 10% and
20%, well below the recovery rates enjoyed by Conseco, which
currently average between 35% and 40% for all of its
transactions.

On January 14, 2002, the ratings on all classes of Conseco's
1999 vintage series were placed on CreditWatch with negative
implications based on the negative performance trends of the
underlying pools of manufactured housing contracts.
Subsequently, on February 6, 2002, Standard & Poor's
lowered its ratings on 15 mezzanine and subordinated classes of
these Conseco-related transactions issued in 1999 and removed
them from CreditWatch with negative implications. Concurrently,
the ratings on the class A certificates of the 1999-4, 1999-5,
and 1999-6 transactions remain on CreditWatch with negative
implications. Once again, on September 26, 2002, Standard &
Poor's lowered its ratings on 83 classes of 11 Conseco-related
transactions issued in 1999 and 2000 based on the continued
adverse performance trends displayed by the underlying
collateral and dissipating credit support.

Standard & Poor's will be monitoring Conseco's recovery rates
during the upcoming months and will be adjusting its assumptions
regarding loss severity as necessary, as part of its analysis of
these transactions.
    
           Ratings Placed on Creditwatch Negative
   
      Green Tree Financial Corp. Man Hsg Trust 1995-2
    
                           Rating
         Class     To                From
         A-6       AAA/Watch Neg     AAA
         M-1       AA-/Watch Neg     AA-
         B-1       BBB+/Watch Neg    BBB+
   
      Green Tree Financial Corp. Man Hsg Trust 1995-3
   
                           Rating
         Class     To                From
         A-6       AAA/Watch Neg     AAA
         M-1       AA-/Watch Neg     AA-
         B-1       BBB+/Watch Neg    BBB+
   
      Green Tree Financial Corp. Man Hsg Trust 1995-4
    
                           Rating
         Class     To                From
         A-5       AAA/Watch Neg     AAA
         A-6       AAA/Watch Neg     AAA
         M-1       AA/Watch Neg      AA
         B-1       BBB+/Watch Neg    BBB+
   
      Green Tree Financial Corp. Man Hsg Trust 1995-5
   
                           Rating
         Class     To                From
         A-5       AAA/Watch Neg     AAA
         A-6       AAA/Watch Neg     AAA
         M-1       AA-/Watch Neg     AA-
         B-1       BBB+/Watch Neg    BBB+
   
      Green Tree Financial Corp. Man Hsg Trust 1995-6
   
                           Rating
         Class     To                From
         A-5       AAA/Watch Neg     AAA
         A-6       AAA/Watch Neg     AAA
         M-1       AA-/Watch Neg     AA-
         B-1       BBB+/Watch Neg    BBB+
    
      Green Tree Financial Corp. Man Hsg Trust 1995-7
   
                           Rating
         Class     To                From
         A-5       AAA/Watch Neg     AAA
         A-6       AAA/Watch Neg     AAA
         M-1       AA-/Watch Neg     AA-
         B-1       BBB+/Watch Neg    BBB+
   
      Green Tree Financial Corp. Man Hsg Trust 1995-8
   
                           Rating
         Class     To                From
         A-5       AAA/Watch Neg     AAA
         A-6       AAA/Watch Neg     AAA
         M-1       AA-/Watch Neg     AA-
         B-1       BBB+/Watch Neg    BBB+
    
      Green Tree Financial Corp. Man Hsg Trust 1995-9
   
                           Rating
         Class     To                From
         A-5       AAA/Watch Neg     AAA
         A-6       AAA/Watch Neg     AAA
         M-1       AA-/Watch Neg     AA-
         B-1       BBB+/Watch Neg    BBB+
   
      Green Tree Financial Corp. Man Hsg Trust 1995-10
   
                           Rating
         Class     To                From
         A-5       AAA/Watch Neg     AAA
         A-6       AAA/Watch Neg     AAA
         M-1       AA-/Watch Neg     AA-
         B-1       BBB+/Watch Neg    BBB+
   
      Green Tree Financial Corp. Man Hsg Trust 1996-1
   
                           Rating
         Class     To                From
         A-4       AAA/Watch Neg     AAA
         A-5       AAA/Watch Neg     AAA
         M-1       AA-/Watch Neg     AA-
         B-1       BBB+/Watch Neg    BBB+
   
      Green Tree Financial Corp. Man Hsg Trust 1996-2
    
                           Rating
         Class     To                From
         A-4       AAA/Watch Neg     AAA
         A-5       AAA/Watch Neg     AAA
         M-1       AA-/Watch Neg     AA-
         B-1       BBB+/Watch Neg    BBB+
   
      Green Tree Financial Corp. Man Hsg Trust 1996-3
           
                           Rating
         Class     To                From
         A-5       AAA/Watch Neg     AAA
         A-6       AAA/Watch Neg     AAA
         M-1       AA-/Watch Neg     AA-
         B-1       BBB+/Watch Neg    BBB+
   
      Green Tree Financial Corp. Man Hsg Trust 1996-4
   
                           Rating
         Class     To                From
         A-6       AAA/Watch Neg     AAA
         A-7       AAA/Watch Neg     AAA
         M-1       AA-/Watch Neg     AA-
         B-1       BBB+/Watch Neg    BBB+
      
      Green Tree Financial Corp. Man Hsg Trust 1996-5
   
                           Rating
         Class     To                From
         A-6       AAA/Watch Neg     AAA
         A-7       AAA/Watch Neg     AAA
         M-1       AA-/Watch Neg     AA-
         B-1       BBB+/Watch Neg    BBB+
   
      Green Tree Financial Corp. Man Hsg Trust 1996-6
   
                          Rating
         Class     To                From
         A-6       AAA/Watch Neg     AAA
         M-1       AA-/Watch Neg     AA-
         B-1       BBB+/Watch Neg    BBB+
   
      Green Tree Financial Corp. Man Hsg Trust 1996-7
    
                          Rating
         Class     To                From
         A-6       AAA/Watch Neg     AAA
         M-1       AA-/Watch Neg     AA-
         B-1       BBB+/Watch Neg    BBB+
   
      Green Tree Financial Corp. Man Hsg Trust 1996-8
   
                          Rating
         Class     To                From
         A-6       AAA/Watch Neg     AAA
         A-7       AAA/Watch Neg     AAA
         M-1       AA-/Watch Neg     AA-
         B-1       BBB+/Watch Neg    BBB+
   
      Green Tree Financial Corp. Man Hsg Trust 1996-9
   
                          Rating
         Class     To                From
         A-4       AAA/Watch Neg     AAA
         A-5       AAA/Watch Neg     AAA
         A-6       AAA/Watch Neg     AAA
         M-1       AA-/Watch Neg     AA-
         B-1       BBB+/Watch Neg    BBB+
   
      Green Tree Financial Corp. Man Hsg Trust 1996-10
   
                          Rating
         Class     To                From
         A-5       AAA/Watch Neg     AAA
         A-6       AAA/Watch Neg     AAA
         M-1       AA-/Watch Neg     AA-
         B-1       BBB+/Watch Neg    BBB+
    
      Green Tree Financial Corp. Man Hsg Trust 1997-4
   
                          Rating
         Class     To                From
         A-5       AAA/Watch Neg     AAA
         A-6       AAA/Watch Neg     AAA
         A-7       AAA/Watch Neg     AAA
         M-1       AA-/Watch Neg     AA-
         B-1       BBB+/Watch Neg    BBB+
   
      Green Tree Financial Corp. Man Hsg Trust 1997-6
   
                          Rating
         Class     To                From
         A-5       AAA/Watch Neg     AAA
         A-6       AAA/Watch Neg     AAA
         A-7       AAA/Watch Neg     AAA
         A-8       AAA/Watch Neg     AAA
         A-9       AAA/Watch Neg     AAA
         A-10      AAA/Watch Neg     AAA
         M-1       AA-/Watch Neg     AA-
         B-1       BBB+/Watch Neg    BBB+
    
      Green Tree Financial Corp. Man Hsg Trust 1997-7
   
                         Rating
         Class     To                From
         A-5       AAA/Watch Neg     AAA
         A-6       AAA/Watch Neg     AAA
         A-7       AAA/Watch Neg     AAA
         A-8       AAA/Watch Neg     AAA
         A-9       AAA/Watch Neg     AAA
         A-10      AAA/Watch Neg     AAA
         M-1       AA-/Watch Neg     AA-
         B-1       BBB+/Watch Neg    BBB+
    
      Green Tree Financial Corp. Man Hsg Trust 1997-8
    
                         Rating
         Class     To                From
         A-1       AAA/Watch Neg     AAA
         M-1       AA-/Watch Neg     AA-
         B-1       BBB+/Watch Neg    BBB+
    
      Green Tree Financial Corp. Man Hsg Trust 1998-2
   
                        Rating
         Class     To                From
         A-5      AAA/Watch Neg      AAA
         A-6      AAA/Watch Neg      AAA
         M-1      AA/Watch Neg       AA
         B-1      BBB+/Watch Neg     BBB+
        
      Green Tree Financial Corp. Man Hsg Trust 1998-3
   
                       Rating
         Class     To                From
         A-5      AAA/Watch Neg      AAA
         A-6      AAA/Watch Neg      AAA
         M-1      AA/Watch Neg       AA
         B-1      BBB+/Watch Neg     BBB+
    
      Green Tree Financial Corp. Man Hsg Trust 1998-5
   
                       Rating
         Class     To                From
         A-1      AAA/Watch Neg      AAA
         M-1      AA-/Watch Neg      AA-
         B-1      BBB+/Watch Neg     BBB+
    
      Green Tree Financial Corp. Man Hsg Trust 1998-6
   
                      Rating
         Class     To                From
         A-4      AAA/Watch Neg      AAA
         A-5      AAA/Watch Neg      AAA
         A-6      AAA/Watch Neg      AAA
         A-7      AAA/Watch Neg      AAA
         A-8      AAA/Watch Neg      AAA
         M-1      AA-/Watch Neg      AA-
         M-2      A/Watch Neg        A
         B-1      BBB+/Watch Neg     BBB+
   
      Green Tree Financial Corp. Man Hsg Trust 1998-8
   
                     Rating
         Class     To                From
         A-1      AAA/Watch Neg      AAA
         M-1      AA/Watch Neg       AA
         M-2      A-/Watch Neg       A-
         B-1      BBB/Watch Neg      BBB
   
      Manufactured Housing Senior/Sub Pass-Thru Trust 1999-1
   
                     Rating
         Class     To                From
         A-3       AA+/Watch Neg     AA+
         A-4       AA+/Watch Neg     AA+
         A-5       AA+/Watch Neg     AA+
         A-6       AA+/Watch Neg     AA+
         A-7       AA+/Watch Neg     AA+
         M-1       A-/Watch Neg      A-
         M-2       BBB-/Watch Neg    BBB-
         B-1       BB-/Watch Neg     BB-
   
      Manufactured Housing Senior/Sub Pass-Thru Trust 1999-2
   
                     Rating
         Class     To                From
         A-2       AA+/Watch Neg     AA+
         A-3       AA+/Watch Neg     AA+
         A-4       AA+/Watch Neg     AA+
         A-5       AA+/Watch Neg     AA+
         A-6       AA+/Watch Neg     AA+
         A-7       AA+/Watch Neg     AA+
         M-1       A-/Watch Neg      A-
         M-2       BBB-/Watch Neg    BBB-
         B-1       BB-/Watch Neg     BB-
   
      Manufactured Housing Senior/Sub Pass-Thru Trust 1999-3
   
                     Rating
         Class     To                From
         A-4       AA+/Watch Neg     AA+
         A-5       AA+/Watch Neg     AA+
         A-6       AA+/Watch Neg     AA+
         A-7       AA+/Watch Neg     AA+
         A-8       AA+/Watch Neg     AA+
         A-9       AA+/Watch Neg     AA+
         M-1       A-/Watch Neg      A-
         M-2       BBB-/Watch Ne     BBB-
         B-1       BB-/Watch Neg     BB-
   
      Manufactured Housing Senior/Sub Pass-Thru Trust 1999-4
   
                    Rating
         Class     To                From
         A-4      AA/Watch Neg       AA
         A-5      AA/Watch Neg       AA
         A-6      AA/Watch Neg       AA
         A-7      AA/Watch Neg       AA
         A-8      AA/Watch Neg       AA
         A-9      AA/Watch Neg       AA
         M-1      BBB+/Watch Neg     BBB+
         M-2      BB+/Watch Neg      BB+
         B-1      B+/Watch Neg       B+
   
      Manufactured Housing Senior/Sub Pass-Thru Trust 1999-5
   
                    Rating
         Class     To                From
         A-3      AA-/Watch Neg      AA-
         A-4      AA-/Watch Neg      AA-
         A-5      AA-/Watch Neg      AA-
         A-6      AA-/Watch Neg      AA-
         M-1      BBB/Watch Neg      BBB
         M-2      BB/Watch Neg       BB
         B-1      B+/Watch Neg       B+
   
Manufactured Housing Contract Senior/Sun Pass-Thru Tr 1999-6
   
                    Rating
        Class     To                From
        A-1      A/Watch Neg        A
        M-1      BBB/Watch Neg      BBB
        M-2      BB/Watch Neg       BB
        B-1      B+/Watch Neg       B+
   
     Manufactured Housing Sen/Sub Pass-thru Trust 2000-2
   
                    Rating
        Class     To                From
        A-2       AA/Watch Neg      AA
        A-3       AA/Watch Neg      AA
        A-4       AA/Watch Neg      AA
        A-5       AA/Watch Neg      AA
        A-6       AA/Watch Neg      AA
        M-1       A-/Watch Neg      A-
        M-2       BB+/Watch Neg     BB+
        B-1       BB-/Watch Neg     BB-
          
   Conseco MH Senior/Subordinate Pass-Through Trust 2000-3
   
                   Rating
        Class     To                From
        A         AA+/Watch Neg     AA+
        M-1       A/Watch Neg       A
        M-2       BBB/Watch Neg     BBB
        B-1       BB/Watch Neg      BB

  Manufactured Hsg contract Sr/Sub Pass-thru Certs Ser 2000-4
   
                  Rating
        Class     To                From
        A-2       AA/Watch Neg      AA
        A-3       AA/Watch Neg      AA
        A-4       AA/Watch Neg      AA
        A-5       AA/Watch Neg      AA
        A-6       AA/Watch Neg      AA
        M-1       A/Watch Neg       A
        M-2       BBB/Watch Neg     BBB
        B-1       BB/Watch Neg      BB
   
  Manufactured Hsg contract Sr/Sub Pass-thru Certs Ser 2000-5
   
                  Rating
        Class     To                From
        A-2       AA/Watch Neg      AA
        A-3       AA/Watch Neg      AA
        A-4       AA/Watch Neg      AA
        A-5       AA/Watch Neg      AA
        A-6       AA/Watch Neg      AA
        A-7       AA/Watch Neg      AA
        M-1       A/Watch Neg       A
        M-2       BBB/Watch Neg     BBB
        B-1       BB/Watch Neg      BB
   
   Manufactured Hsg contract Sr/Sub Pass-thru Certs Ser 2000-6
    
                       Rating
        Class     To                From
        A-2       AA/Watch Neg      AA
        A-3       AA/Watch Neg      AA
        A-4       AA/Watch Neg      AA
        A-5       AA/Watch Neg      AA
        M-1       A/Watch Neg       A
        M-2       BBB/Watch Neg     BBB
        B-1       BB/Watch Neg      BB
   
   Manufactured Hsg Contract Sr/Sub Pass-Thru Certs Ser 2001-1
   
                      Rating
        Class    To                 From
        A-1A     AAA/Watch Neg      AAA
        A-1B     AAA/Watch Neg      AAA
        A-2      AAA/Watch Neg      AAA
        A-3      AAA/Watch Neg      AAA
        A-4      AAA/Watch Neg      AAA
        A-5      AAA/Watch Neg      AAA
        A-IO     AAA/Watch Neg      AAA
        M-1      AA/Watch Neg       AA
        M-2      A/Watch Neg        A
        B-1      BBB/Watch Neg      BBB
   
   Manufactured Hsg Contract Sr/Sub Pass-Thru Certs Ser 2001-2
   
                     Rating
        Class    To                 From
        A-IO     AAA/Watch Neg      AAA
        M-1      AA/Watch Neg       AA
        M-2      A+/Watch Neg       A+
        B-1      BBB/Watch Neg      BBB
   
   Manufactured Housing Contract Sr/Sub Pass-Thru Certs Series
                      2001-3

                     Rating
        Class    To                 From
        A-1      AAA/Watch Neg      AAA
        A-2      AAA/Watch Neg      AAA
        A-3      AAA/Watch Neg      AAA
        A-4      AAA/Watch Neg      AAA
        A-IO     AAA/Watch Neg      AAA
        M-1      AA/Watch Neg       AA
        M-2      A/Watch Neg        A
        B-1      BBB/Watch Neg      BBB

   Manufactured Housing Contract Sr/Sub Pass-Thru Certs Series
                       2001-4
   
                     Rating
       Class    To                 From
       A-1      AAA/Watch Neg      AAA
       A-2      AAA/Watch Neg      AAA
       A-3      AAA/Watch Neg      AAA
       A-4      AAA/Watch Neg      AAA
       A-IO     AAA/Watch Neg      AAA
       M-1      AA/Watch Neg       AA
       M-2      A/Watch Neg        A
       B-1      BBB/Watch Neg      BBB
   
   Manufactured Housing Contract Sr/Sub Pass-Thru Certificates
                    Series 2002-1
   
                     Rating
       Class    To                 From
       A        AAA/Watch Neg      AAA
       M-1-A    AA-/Watch Neg      AA-
       M-1-F    AA-/Watch Neg      AA-
       M-2      A-/Watch Neg       A-
       B-1      BBB/Watch Neg      BBB
      
    Manufactured Housing Contract Sr/Sub Pass-Through
               Certificates Series 2002-2
   
                      Rating
       Class    To                 From
       A-1      AAA/Watch Neg      AAA
       A-2      AAA/Watch Neg      AAA
       A-IO     AAA/Watch Neg      AAA
       M-1      AA/Watch Neg       AA
       M-2      A/Watch Neg        A
       B-1      BBB/Watch Neg      BBB


CONSECO: Wants to Sell (Maybe Dump) Conseco Finance Units
---------------------------------------------------------
BestWeek Senior Associate Editor Meg Green reports that Conseco
Inc. (OTC: CNCE.OB) is looking for buyers or investors for its
consumer finance unit, which has been a source of woes for the
company.

In a filing with the U.S. Securities and Exchange Commission,
Conseco said it has hired the investment banking firm of Lazard
Freres LLC, assisted by Credit Suisse First Boston, "to pursue
various alternatives including securing new investors or selling
Conseco Finance's three business units: manufactured housing
finance, mortgage services and consumer finance."

"We believe our businesses will be attractive to investors who
have the access to capital necessary to grow the operations,"
said Chuck Cremens, president and chief executive officer of St.
Paul, Minn.-based Conseco Finance Corp. The initiative to seek
new investors is intended to provide the opportunity to grow the
businesses, which employ nearly 7,000 people, Cremens said. The
company declined to comment beyond the press release.

Conseco bought the unit, then called Green Tree Financial, in
1998 for $6 billion, and renamed it Conseco Finance Corp. the
following year (BestWire, Oct. 8, 1999).

Although Conseco's life insurance subsidiaries had always
performed well, the finance division--which specializes in
consumer credit and loans for mobile homes--suffered from over-
aggressive lending before 2000 and, since then, the weakening
economy impaired loan collections. Conseco, which has recently
struggled to repay debt, ran into trouble in the spring of 2000,
when plans to sell Conseco Finance unraveled just two years
after the company bought the unit. Conseco had tried to unload
the finance unit for at least $1.5 billion less than the $6
billion it paid to acquire Green Tree in 1998. The mounting debt
troubles brought by the acquisition of Green Tree led to several
shareholder lawsuits and the resignation of former Chairman and
CEO Stephen Hilbert (BestWire, April 14, 2000).

Since then, the company has continued to struggle with as much
as $6 billion in debt, mostly from the finance unit. Earlier
this month, Conseco reached a "forbearance agreement" with
creditors that will extend the company's $1.5 billion credit
facility through Nov. 26, giving both sides more time to work
out a financial-restructuring plan (BestWire, Oct. 17, 2002).

Conseco's debt troubles gained urgency in August, when the
company posted a second-quarter net loss of $1.3 billion and a
goodwill write-off of $2.9 billion applied to the first quarter.
Conseco failed to make August interest payments on its 6.4%
senior and guaranteed senior notes due in 2003 and 2004 plus
8.75% senior and guaranteed senior notes due in 2004 and 2006.
The company said if it is unable to achieve a restructuring
agreement with creditors out of court, it might use Chapter 11
bankruptcy to achieve that goal. The company's creditors granted
an extension to Oct. 17 to give Conseco more time to restructure
its debt (BestWire, Sept. 9, 2002).

Chief Executive Officer Gary C. Wendt resigned in early October
(BestWire, Oct. 3, 2002). Wendt, 60, was hired as chairman and
CEO in June 2000 and immediately implemented a turnaround plan
to tackle the $6 billion in debt amassed by Conseco Finance.

Conseco's stock is trading on the over-the-counter market, where
it was priced at 3.8 cents a share on the afternoon of Oct. 22,
up 8.57% from the previous close.

Conseco's subsidiaries' B (Fair) rating is currently under
review by the A.M. Best Co.


CONTOUR ENERGY: Hires Nielsen & Associates as Special Counsel
-------------------------------------------------------------
Contour Energy Co., and its debtor-affiliates sought and
obtained authority from the U.S. Bankruptcy Court for the
District of Texas to employ Jared D. Nielsen & Associates, PC as
Special Counsel, to provide general legal advice in connection
with the Debtors' bankruptcy and non-bankruptcy matters.

Nielsen & Associates will:

  a) provide legal advice with respect to Contour's rights and
     duties as debtors in possession and continued business
     operations;

  b) assist, advise and represent Contour in analyzing the
     Contour's capital structure, investigating the extent and
     validity of liens, cash collateral stipulations or
     contested matters;

  c) assist, advise and represent Contour in postpetition
     financing transactions;

  d) assist, advise and represent Contour in the sale of certain
     assets and companies;

  e) assist, advise and represent Contour in the formulation of
     a joint disclosure statement and plan of reorganization and
     to assist Contour in obtaining confirmation and
     consummation of a joint plan of reorganization;

  f) assist, advise and represent Contour in any manner relevant
     to preserving and protecting Contour's estates;

  g) assist Contour in administrative matters;

  h) perform all other legal services for Contour which may be
     necessary and proper in these proceedings;

  i) assist and advise Contour in any litigation matter;

  j) continue to assist and advise Contour in general corporate,
     contract, corporate governance and other matters previously
     described in this Application; and

  k) provide other legal advice and services, as requested by
     Contour, from time to time.

Nielsen & Associates' current hourly rates are:

          Partners                        $180 to $220 per hour
          Associates/Staff Attorneys      $110 to $150 per hour
          Legal Assistants/Law Clerks     $ 50 to $ 75 per hour

Contour Energy Co., a company engaged in the exploration,
development acquisition and production of oil and natural gas
primarily in south and north Louisiana, the Gulf of Mexico and
South Texas, filed for chapter 11 protection on July 15, 2002.
John F. Higgins, IV, Esq., and Porter & Hedges, LLP represents
the Debtors in their restructuring efforts. When the Company
filed for protection from its creditors, it listed $153,634,032
in assets and $272,097,004 in debts.


DESA HOLDINGS: Committee Taps Jefferies as Financial Advisor
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Desa Holdings
Corporation and its debtor-affiliates, sought and obtained
approval from the U.S. Bankruptcy Court for the District of
Delaware to retain Jefferies & Company, Inc., as its financial
advisor.

In an effort to conserve estate assets, the Committee will
retain only one financial advisor.  It is expected that
Jefferies' services will include:

  a. becoming familiar, to the extent Jefferies deems
     appropriate, with and analyze the business, operations,
     properties, financial condition and prospects of the
     Company, including the business plans to be provided by the
     Company in connection with the restructuring;

  b. advising the Committee on the current state of the
     "restructuring market";

  c. assisting and advising the Committee in developing a
     general strategy for accomplishing a Restructuring;

  d. assisting and advising the Committee in evaluating and
     analyzing a Restructuring including the Restructuring
     analysis to be provided by the Company in connection with
     the Restructuring and the value of the securities, if any,
     that may be issued under any Restructuring plan; and

  e. assisting and advising the Committee in structuring and
     effecting the financial aspects of the Restructuring,
     including by providing financial advice and assistance,
     meeting with Company representatives, valuing the Company,
     determining Company debt capacity and evaluating Company
     operating models.

Aside from reimbursement of necessary expenses, Jefferies will
seek compensation for services for a monthly fee equal to
$100,000 and an $800,000 Success Fee.  Thane W. Carlston leads
the engagement.  

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.


DIGITAL COURIER: Independent Auditors Raise Going Concern Doubt
---------------------------------------------------------------
Digital Courier Technologies, Inc., is a leading provider of
advanced e-payment services for businesses merchants, and
financial institutions. In fiscal 2002, as in fiscal 2001, its
revenues were primarily derived from processing payments for the
Internet gaming and e-tailing industries.  Over 90% of its
revenues are earned from customers located outside the U.S. The
Company's services have introduced to the marketplace a secure
and cost-effective system for credit card processing merchant
account management.  By integrating services under one provider,
DCTI can offer to customers an outsource solution for merchant
account set-up, an Internet Payment Gateway, payment processing,
fraud control technology, and Web-based reporting.

Digital Courier Technologies, Inc., was originally incorporated
under Delaware law on May 16, 1985 under the name DataMark
Holding, Inc.  On January 8, 1997, the Company acquired the
stock of Sisna, Inc.  During fiscal 1998, the Company acquired
the stock of Digital Courier Technologies, Inc., a California
corporation, Books Now, Inc., and WeatherLabs Technologies, Inc.  
During fiscal 1999, the Company  acquired the stock of Access
Services, Inc., SB.com, Inc., and Digital Courier International,
Inc. During fiscal 2000, the Company acquired the stock of
DataBank International, Ltd., CaribCommerce, Ltd., and the
assets of various entities referred to jointly as "MasterCoin".

The report of independent public accountants on Digital Courier
Technologies' consolidated financial statements for the year
ended June 30, 2002 includes an explanatory paragraph in which
the auditors  have expressed substantial doubt about the
Company's ability to continue as a going concern.  The Company
has experienced recurring losses from continuing operations of
$24,876,375, $195,345,203 and $34,867,900 during the years ended
June 30, 2002, 2001 and 2000, respectively. Additionally, the  
Company had a tangible working capital deficit of $6,611,203,
and was underfunded with respect to  certain merchant reserves
by approximately $219,000 as of June 30, 2002. The Company has
said it does not believe that doubt about its ability to
continue as a going concern will abate unless and until it is
able to improve its financial condition and results of
operation.  Although management is pursuing plans to improve the
financial condition of the Company, there can be no assurance
that these efforts will be successful or that the Company can
remove doubt about its ability to continue as a going concern.

Digital Couriers Technologies' ability to obtain financing from
sales of its common stock or securities convertible into its
common stock is currently limited by its capital structure.


DYNEGY INC: Will Slash About 780 Jobs as Part of Restructuring
--------------------------------------------------------------
Dynegy Inc., (NYSE:DYN) announced a work force reduction in
connection with the company's previously announced restructuring
initiative and exit from the marketing and trading business. The
reduction affects approximately 780 employees, including
approximately 600 employees in Houston. Dynegy employees are
eligible for severance benefits based on credited length of
service with the company. Professional career search assistance
is available for the employees impacted by the staff cuts.

After the restructuring, Dynegy's global workforce will stand at
approximately 4,600 employees. In Houston, this number will be
approximately 775 employees, down from 1,380 employees. The
reduction includes employees who will be in transition roles
over the next several months as the company implements its
restructuring plan and exits the marketing and trading business.
The company will give severed and transitional employees the
opportunity to apply for job opportunities created through
attrition during the coming months.

Annual savings related to the reduction are expected to exceed
$100 million.

"Our restructuring defines the strategic direction of this
company," said Dan Dienstbier, Dynegy's chairman and interim
chief executive officer. "Unfortunately, given today's market
conditions, this company cannot support the same number of
employees that we have in the past. Given the quality of our
employees and the commitment they have demonstrated over the
years, this was a difficult decision to make, but a necessary
one as we prepare Dynegy for the future."

On October 16, Dynegy announced a new business structure
characterized by a much leaner organization, an emphasis on more
autonomous operating units and an exit from its marketing and
trading business. Dynegy Generation and Dynegy Midstream
Services, two of the company's operating units in the new
structure, will continue to manage risk around their physical
energy assets.

This work force reduction largely impacts Dynegy's corporate
infrastructure and its marketing and trading businesses in North
America and Europe, with a lesser impact on the company's power
generation, natural gas liquids, regulated energy delivery and
communications businesses.

"The direction for our company and all of our employees is to
focus on building a successful new organization while
maintaining our customer relationships," Dienstbier added.

Employers interested in contacting impacted employees can call
Dynegy's Career Assistance Center at 713/914-1600.

Dynegy Inc., owns operating divisions engaged in power
generation, natural gas liquids, regulated energy delivery and
communications. Through these business units, the company serves
customers by delivering value-added solutions to meet their
energy and communications needs.

Dynegy Holdings Inc.'s 8.75% bonds due 2012 (DYN12USR1),
DebtTraders reports, are trading at 26 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=DYN12USR1for  
real-time bond pricing.


DYNEGY INC: Inks Pact to Sell Canadian Assets to Seminole Group
---------------------------------------------------------------
Dynegy Inc., (NYSE:DYN) has entered into a letter of intent to
sell a significant portion of its Canadian natural gas business
to The Seminole Group, Inc.  Seminole will acquire Dynegy Canada
Inc.'s physical natural gas marketing business, which serves
approximately 600 commercial and industrial customers in Canada.
Dynegy has also agreed to sell to Seminole its 50 percent
ownership stake in Tidal Energy Marketing Inc., a wholesale
crude oil marketing company. The agreements, which are subject
to the execution of definitive documentation, regulatory
approval and other customary conditions, are expected to close
in November 2002.

"The expected sale of Dynegy's Canadian natural gas assets and
the company's interest in Tidal represent important steps in our
company's managed exit from the marketing and trading business,"
said Dan Dienstbier, chairman and interim chief executive
officer of Dynegy Inc. "Until these transactions are completed,
the company will continue to serve its customers and honor our
contractual obligations to them."

Dienstbier added that Dynegy Generation and Dynegy Midstream
Services, two of the company's operating units, will continue
marketing and trading activities around their physical energy
assets.

Tom Kivisto, president and CEO of The Seminole Group, said,
"From Seminole's perspective, the acquisitions give the company
an opportunity to capitalize on a strategic expansion in
Canadian natural gas markets which furthers The Seminole Group's
Canadian presence in the crude oil marketing industry."

Seminole intends to maintain approximately half of Dynegy
Canada's 70 employees.

Dynegy Inc., owns operating divisions engaged in power
generation, natural gas liquids, regulated energy delivery and
communications. Through these business units, the company serves
customers by delivering value-added solutions to meet their
energy and communications needs.

The Seminole Group provides diversified services for the North
American crude oil, refined products and natural gas marketing
and transportation industry.

                           *    *    *

As reported in Troubled Company Reporter's July 29, 2002,
edition, Standard & Poor's Rating Services lowered its corporate
credit rating of Houston, Texas-based energy provider Dynegy
Inc., and subsidiaries to single-'B'-plus from double-'B'.

At the same time, Standard & Poor's lowered the corporate credit
rating of Northern Natural Gas Co., to single-'B'-plus from
triple-'B' minus and the Creditwatch listing was changed to
negative from developing. All other affiliates' ratings remain
on CreditWatch with negative implications.

The rating action -- prior to completion of the Northern Natural
Gas pipeline -- reflected Standard & Poor's analysis that cash
flows were deteriorating.


ENRON CORP: Selling Retail Contracts to Accent Energy for $4.7MM
----------------------------------------------------------------
Enron Energy Services, Inc. asks the Court to approve the:

    (a) assumption, assignment and sale of its interests in
        157 Retail Contracts to Accent Energy LLC, subject to
        higher and better offers, free and clear of all liens;
        and

    (b) Purchase and Sale Agreement with Accent.

Irena M. Goldstein, Esq., at LeBoeuf, Lamb, Greene & MacRae LLP,
in New York, relates that the Retail Contracts are long-term
natural gas supply contracts wherein Enron Energy supplies gas
to customers located in California.  The gas is transported to
the customers by certain utilities.

In its effort to realize a value out of the Retail Contracts,
Ms. Goldstein reports, Enron Energy contacted 30 companies who
were likely candidates to purchase the Retail Contracts.  Accent
offered the highest and best bid for the portfolio.  With this,
Enron Energy is convinced that:

  -- a prompt sale of the Retail Contracts is the best way to
     maximize value; and

  -- the sale to Accent of the Retail Contracts under the terms
     of the Purchase and Sale Agreement constitutes the highest
     and best offer received thus far for the Retail Contracts.

Salient terms of the Purchase and Sale Agreement are:

A. Purchase Price:  The base purchase price for the Retail
   Contracts is $4,714,364.  The Base Purchase Price will be
   adjusted at Closing; provided, however, that if the
   adjustment causes the Closing Purchase Price to be more than
   135% of the Base Purchase Price, then the Closing Purchase
   Price will equal 135% of the Base Purchase Price under the
   Purchase and Sale Agreement;

B. Deposit:  Upon execution of the Purchase and Sale Agreement,
   Accent will deliver to Enron Energy as a deposit an amount
   equal to 10% of the Base Purchase Price.  The Deposit will
   be held by an Escrow Agent in an interest bearing account
   until Closing;

C. Payment of Closing Purchase Price:  At Closing, Accent will:

   (a) deposit an amount equal t 10% of the Closing Purchase
       Price in escrow -- Holdback Amount -- in escrow pending
       disbursement;

   (b) to the extent necessary, deposit the Disputed Contract
       Amount in an interest bearing escrow account with the
       Escrow Agent pending disbursement; and

   (c) pay the remaining balance of the Closing Purchase Price
       by wire transfer to the account Enron Energy designates;

D. Closing Date:  The closing of the transactions contemplated
   under the Purchase and Sale Agreement will take place on the
   date, which is the later to occur of:

   (a) the second business day after the expiration or early
       termination of the automatic stay on the effectiveness of
       the Bankruptcy Court order; and

   (b) the satisfaction and waiver of all Closing Conditions or
       at other place and date as may be agreed by the Parties;

E. Termination Payment:  In the event that the Retail Contracts
   are sold to a third party other than Accent, Accent will be
   entitled to receive a payment equal to 2% of the Base
   Purchase Price;

F. Closing Conditions:  The Closing will be subject to certain
   conditions, inter alia:

   (a) the representations and warranties, taken as a whole,
       are true and correct as of the Closing Date, except of
       failures to be so true and correct, which individually
       or in the aggregate, would not reasonably be expected to
       cause a material adverse effect to either party, as
       applicable, in the total economic value of the
       transactions contemplated under the Purchase and Sale
       Agreement;

   (b) each party has performed and complied in all material
       respects with all covenants and agreements required to be
       performed or complied with by it on or prior to the
       Closing Date;

   (c) no preliminary or permanent injunction or other order,
       decree, or ruling issued by a Government Entity, and no
       statute, rule, regulation or executive order promulgated
       or enacted by a Government Entity since the Agreement
       Date will be in effect, which restrains, enjoins,
       prohibits or otherwise makes illegal the consummation of
       the transactions contemplated under the Purchase and Sale
       Agreement or results in the imposition of a material
       amount of Governmental Adjustments and Fees prior to the
       Effective Date with respect to the Retail Contracts; and

   (d) no proceeding will be pending before any applicable
       Governmental Entity other than the Investigations in
       which additional materially adverse facts not publicly
       disclosed are discovered subsequent to the date hereof
       that if adversely resolved against either Party or if
       adversely resolved against Enron Energy, as the case may
       be, would restrain, enjoin, prohibit or otherwise make
       illegal the consummation of the transactions contemplated
       hereby under the Purchase and Sale Agreement or result in
       the imposition of a material amount of Governmental
       Adjustments and Fees prior to the Effective Date or after
       the Effective Date, as the case may be, with respect to
       the Retail Contracts; and

   (e) the entry of the Bankruptcy Court Order, the
       effectiveness of which, will not have been stayed;

G. Termination Events:  The Purchase and Sale Agreements may be
   terminated:

   (a) by either party if the Bankruptcy Court Order has not
       been entered by October 31, 2002 or has earlier been
       rejected by the Court;

   (b) by mutual written consent of both Parties;

   (c) by either Party, if a material breach or default will be
       made by other Party in the observance or in the due and
       timely performance of any of the covenants or agreements
       contained in the Purchase and Sale Agreement, and the
       curing of the default will not have been made within 10
       days after written notice thereof is delivered to the
       breaching Party;

   (d) by either Party if:

       -- a Governmental Entity has issued a non-appealable
          order, which permanently restrains, enjoins or
          otherwise prohibits the transactions contemplated by
          the Purchase and Sale Agreement; or

       -- a condition to the terminating Party's performance has
          not been satisfied or waived prior to October 31,
          2002; provided, however, that the Initial Termination
          Date is automatically extended for another 30 days if
          the only condition to Closing is the existence of any
          pending proceeding and the responsible party is
          diligently pursuing its resolution;

   (e) by either Party in the event that Enron Energy
       consummates a third-party sale, provided, that the
       termination becomes effective will only apply with
       respect to those Retail Contracts that are subject to the
       Third Party Sale, and the Purchase and Sale Agreement
       will remain in full force and effect with respect to the
       remaining Retail Contracts;

   (f) by Accent if:

       -- adjustments to the Base Purchase Price on or before
          the Closing Date or as a result of a Partial Sale
          involving less than all of the Retail Contracts caused
          the Closing Purchase Price to be less than the Base
          Purchase Price by more than 35%; or

       -- the Disputed Contract Amount exceeds 50% of the Base
          Purchase Price; and

   (g) by Enron Energy if:

       -- the sum of the adjustments to the Base Purchase Price
          on or before the Closing Date, or as a result of a
          Partial Sale involving less than all of the Retail
          Contracts, plus the total cost to Enron Energy to cure
          any defaults under the Retail Contracts to be acquired
          by Accent at Closing is an amount that would cause the
          Closing Purchase Price to be less than the Base Price
          by more than 35%; or

       -- the Disputed Contract Amount exceeds 50% of the Base
          Purchase Price.

According to Ms. Goldstein, the sale and its sale terms should
be approved because:

  (i) Section 363(b)(1) of the Bankruptcy Code permits the sale
      of the Retail Contracts free and clear of any liens,
      claims and encumbrances with existing liens, if any be
      transferred and attached to the gross proceeds of the
      Sale, with the same validity and priority that the liens
      had against the Retail Contracts;

(ii) the assumption and assignment of the Retail Contracts is
      appropriate under Section 365 of the Bankruptcy Code,
      given that it is in the best exercise of Enron Energy's
      business judgment;

(iii) no cure amount is known to Enron Energy to be due under
      any of the Retail Contracts.  Nonetheless, non-debtor
      parties to the Retail Contracts will be given a chance
      to object to the transaction and the proposed zero cure
      amount;

(iv) Accent is a good faith purchaser that should be accorded
      with the protection provided by Section 36(m) of the
      Bankruptcy Code; and

  (v) Enron Energy is ensured to realized the maximum benefit
      from the Retail Contracts as Accent's offer will be
      subjected to higher and better bids. (Enron Bankruptcy
      News, Issue No. 46; Bankruptcy Creditors' Service, Inc.,
      609/392-0900)

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


EOTT ENERGY: Gets Nod to Pay $2.4MM Critical Supplier Claims
------------------------------------------------------------
"[EOTT Energy Partners, L.P.] operates a business in which
goodwill is essential to their success," Robert D. Albergotti,
Esq., at Haynes & Boone, LLP, tells the Court.  In order to
protect the Debtors' relationships with their crude oil and raw
material suppliers and commercial trade partners, the Debtors
are convinced that they must "avoid imposing any unnecessary
hardships on the Suppliers."  These relationships, the Debtors
believe, are one of their most valuable assets.  Accordingly, at
the outset of these cases, the Debtors must take all actions
necessary to assure the Suppliers that the Debtors will continue
operations to meet those obligations unaffected by the
commencement of the Chapter 11 cases without financial loss to
their Suppliers.

"Failure to obtain the authorization of the Bankruptcy Court
enabling the Debtors to take such action will be fatal and will
force the Debtors to liquidate their businesses," Mr. Albergotti
warns.  "Even a delay in obtaining the necessary authorization
could generate tremendous uncertainty among these parties,
causing them to terminate contracts and their relationships with
the Debtors and to cancel supplies in less than a 24-hour span
such that the Debtors' reorganization might never gain the
forward momentum essential for their success."

Mr. Albergotti explains that the supply for the Debtors'
business is the lynch pin for the Debtors' cash flow and
business operations.  A loss of supply will cause the Debtors to
shut down operations and the Debtors would not be viable or able
to reorganize.  The Debtors' business accounts for approximately
$400,000,000 of total revenues in any given month.  The
predominant use of the Debtors' credit facility is in connection
with the crude oil business.  On or about the 25th day of any
given month, the Debtors schedule crude movements for the
following month.  In connection with the scheduling of the crude
movements, the Debtors are in many instances required to post
Letters of Credit in support of the Debtors' obligations created
by such scheduling.  The availability under the Debtors' credit
facility for posting Letters of Credit will approximate
$130,000,000 monthly.  The posting of such Letters of Credit
generally occurs between the 25th and the 30th day of any given
month.  In some instances, however, the posting of the Letters
of Credit may carry forward into the first week of the following
month.  Because the Debtors have generally maintained good
relationships with their customers, some of the customers do not
require that the Debtors post Letters of Credit to support
scheduling of crude purchases.  As to the Suppliers who require
Letters of Credit to be posted by the Debtors, the Debtors
sometimes post the gross amount of their purchases, whether or
not they sell crude to that same Supplier. In other instances,
Debtors post Letters of Credit for the net amount of the
purchases after accounting for their sales to a particular
Supplier. Some Suppliers who require the posting of Letters of
Credit require some cushion on top of the amount actually
scheduled by the Debtors to account for market volatility.
Therefore, the dollar amounts related to the Letters of Credit
posted in any given month will vary based upon the particular
customer and the quantities of crude supplies actually bought
and sold.

In addition to those customers for whom Letters of Credit are
posted, the Debtors purchase and sell crude supplies to parties
who have not historically required the posting of Letters of
Credit.  In many of these instances, these crude suppliers may
be the only source by which the Debtors may obtain crude
supplies for a particular region.  If these parties are not paid
in the ordinary course, they may either require the posting of
Letters of Credit for future purchases, for which the Debtors
may not have sufficient working capital lines of credit
available to post such additional Letters of Credit, or
Suppliers will pull their business away from the Debtors
altogether, leaving the Debtors without a source of supply in a
particular region.  This could cause the Debtors' operations to
cease instantaneously with the loss of suppliers.

In the month following the crude movements, the Debtors may pay
crude suppliers pursuant to net out agreements, division orders
or crude oil contracts.  In some instances, the Debtors are the
first purchasers under certain division orders and contracts and
thereby have liability to pay the working interest, royalty,
economic interest holders, and taxing authorities on a
particular lease.  During any one delivery month, the Letters of
Credit that were posted for the month immediately preceding are
released to the extent that (a) delivery was made, and (b)
payment was made. New Letters of Credit are posted for purchases
to be made the following month.  For 20-25 days out of every
month, there may be Letters of Credit simultaneously posted for
two months' worth of deliveries.  In addition, any true-ups for
preceding months are done in the normal course of business as
the information and accounting is reconciled.  Some of these
true-ups, however, continue to occur months and even years
following the delivery month.

This process is a continuing cycle, which occurs on a monthly
basis so that in every month there is a scheduling, delivery,
posting and release of Letters of Credit, payment and true-ups.

Due to the filing of the Debtors' Chapter 11 cases:

  (i) there may be some obligations for the posting of Letters
      of Credit that may not have occurred on the Petition Date
      for the scheduling of deliveries that are to be made
      postpetition,

(ii) there may be payment obligations on the part of the
      Debtors for crude delivered prepetition, and

(iii) there may be true-ups with certain Suppliers for purchases
      made prepetition.

The Debtors may be the first purchaser, or be holding property
that is not property of the Debtors' estates.  The Debtors seek
the Court's authority to continue to conduct their crude
business in the ordinary course, including honoring their
obligations as a first purchaser and their obligations pursuant
to any net out agreements, true-ups, division orders, and crude
oil contracts and the posting of Letters of Credit collateral so
that the crude supplier relationships are un-impacted by the
Chapter 11 cases.

The consequences to the Debtors if this relief is not granted
would be devastating to their business operations.  These
Suppliers in many instances are the only sources by which the
Debtors may obtain supplies.  As such, if these customers were
left with unpaid prepetition claims, they may very well
discontinue doing business with the Debtors, thereby leaving the
Debtors with an inability to purchase supply for the Debtors'
customers.  Moreover, even if the Debtors can obtain supply from
other sources, given current market conditions, that supply
would not be on as favorable terms as existing contracts.  Thus,
the Debtors' profitability would be drastically impacted and
their business operations would be jeopardized if these
Suppliers discontinued doing business with the Debtors.

Therefore, the Debtors seek the Court's authority to pay
approximately $2,400,000 owed to their Suppliers in the ordinary
course of their businesses whether or not the amounts would
result in the payment of prepetition claims.  Without this
relief, the Debtors' business operations would immediately cease
and the hope of a successful reorganization prospect will be
eliminated.

The law and the facts of these cases support authorizing the
Debtors to pay or honor certain prepetition obligations to
Suppliers, the Debtors' lawyers argue.  Section 105(a) of the
Bankruptcy Code justifies the relief the Debtors now request
because payment of the prepetition Supplier obligations is
absolutely crucial to the Debtors' ability to reorganize.  
Unless the Debtors are authorized to make the payments to its
Suppliers, customer goodwill will be destroyed and the Debtors'
ability to reorganize its business would be irreparably harmed.

                         *    *    *

Judge Schmidt orders the Debtors to pay the actual prepetition
claims of Critical Suppliers, including the undisputed claims of
CIMA Energy, LLC and Burlington Resources, incurred during the
first week of October 2002.  Some of the largest Suppliers are:

    Vendor                                       Amount
    ------                                       ------
    Andrews & Kurth, Mayor, Day                  $180,494
    B& H Maintenance                               84,727
    Danny Wright Dozer                            768,295
    Endura Products Corp.                          38,443
    Environmental Lab-Texas Inc.                   13,437
    Environmental Plus, Inc.                      138,587
    Environmental Technology                      725,395
    Hunzicker Brothers                             10,129
    Jacam Chemicals LLC                            11,352
    Mills Construction                             36,786
    MLM Services, LLC                              61,217
    Sulton Group/Meter Check                       13,382
    Tri State Electrical                           12,403
(EOTT Energy Bankruptcy News, Issue No. 2 & 3; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


EOTT ENERGY: General Partner Files Chapter 11 Petition in Texas
---------------------------------------------------------------
EOTT Energy Partners, L.P., (OTC Pink Sheets: EOTPQ) said its
general partner, EOTT Energy Corp., filed a Chapter 11
proceeding for purposes of joining in the voluntary, pre-
negotiated restructuring plan that EOTT Energy Partners, L.P.
and its subsidiaries filed on October 8.  This move is another
step in EOTT's restructuring plan to formalize a complete legal
separation from Enron.  EOTT Energy Corp., will cease to exist
upon confirmation of the plan of reorganization.  Also upon
confirmation, the restructuring plan will allow EOTT to
significantly reduce its debt and restructure its finances.  
EOTT anticipates the restructuring will be completed in early
2003.

EOTT has requested that the Bankruptcy Court administratively
consolidate EOTT Energy Corp.'s filing with EOTT's previously
filed cases and provide for EOTT Energy Corp., to be subject to
the same first-day orders.

The Enron settlement agreement that is part of the restructuring
plan provides for a complete legal separation of EOTT from Enron
upon confirmation of the plan of reorganization and a $1.25
million payment to Enron.  The plan provides for all of Enron's
claims against EOTT, which exceed $50.0 million, to be
eliminated in exchange for a $6.2 million note to Enron.  
Additionally, EOTT has agreed it will no longer pursue claims
against Enron Corp., or attempt to recover any amounts payable
to EOTT.  Enron has agreed to release its other claims against
EOTT and EOTT Energy Corp.

On October 9, the Court approved first-day orders authorizing,
among other things, that EOTT's crude oil and feedstock
suppliers, critical vendors, and employee regular pay and
benefits be paid in the ordinary course of business for both
pre-petition claims and post-petition business.  EOTT's Debtor-
in- Possession financing received interim approval by the court
on October 17, with a final approval hearing scheduled for
October 24.

For current information on the plan of reorganization, please
see updates at http://www.eott.com  

EOTT Energy Partners, L.P., is a major independent marketer and
transporter of crude oil in North America.  EOTT also processes,
stores, and transports MTBE, natural gas and other natural gas
liquids products.  EOTT transports most of the lease crude oil
it purchases via pipeline that includes 8,000 miles of
intrastate and interstate pipeline and gathering systems and a
fleet of more than 230 owned or leased trucks.  The
partnership's common units are traded under the ticker symbol
"EOTPQ:PK".


FAIRCHILD DORNIER: Seeks Okay to Retain Deloitte as Tax Advisors
----------------------------------------------------------------
Fairchild Dornier Corporation seeks authority from the U.S.
Bankruptcy Court for the Eastern District of Virginia to retain
and employ Deloitte & Touche LLP as tax advisors in matters
related to the Debtor's 1993 through 1997 Federal tax liability
subject to ongoing dispute with the Internal Revenue Service
Exams, Appeals and Chief Counsel Offices.

The Debtor asks the Court that Deloitte be allowed to
immediately commence work on this case to continue its analyses,
discussions and negotiations with the Government.

The Debtor believes that the size of their operations and the
complexity of their attendant financial difficulties requires
them to employ a tax advisor to assist in gathering and
analyzing relevant information and to perform other necessary
services.

The Debtor expects Deloitte to:

  a) Represent the Debtor in matters pertaining to 1993 through
     1997 Federal tax liability before the Internal Revenue
     Service Exams, Appeals and Chief Counsel Offices;

  b) Assist the Debtor in connection with its identification,
     development, and implementation of Exams and Appeals
     strategies related to the Debtor's Federal Income Tax
     liabilities for the respective tax years, 1993 through
     1997, and other matters, relating to the IRS Exams and
     Appeals process of the Debtor's tax liability;

  c) Provide advice pertaining to the presentation of the
     Debtor's case to IRS Exams, Appeals, and Chief Counsel;

  d) Appear at hearings before Exams, Appeals and Chief Counsel
     in efforts to resolve the controversies regarding 1993
     through 1997 liabilities;

  e) Prepare of support documentation to be presented to Exams,
     Appeals and Chief Counsel of the IRS, setting forth the
     taxpayers position;

  f) Assist the Debtor in its tax appeals process, including the
     Debtor's development of plans for protest and related
     document preparations, setting forth the taxpayers
     position;

  g) Consult and provide analysis of settlement possibilities,
     including their impact and advisability of accepting such
     opportunities, with the Debtor;

  h) Analyze of books and records pertaining to the issues in
     dispute by the IRS;

  i) Prepare and discuss regarding analysis of the financial
     impact of potential resolutions of the matters pending with
     the IRS;

  j) Provide advice and recommendations with respect to other
     related matters as the Debtor or its professionals may
     request from time to time.

Deloitte will bill the Debtor at its current hourly rates
ranging from:

     partners, principals and directors      $462 to $660
     senior managers                         $385 to $550
     managers                                $329 to $470
     senior consultants                      $259 to $370
     consultants, analysts and staff         $203 to $290
     paraprofessionals                       $ 65 to $125

The hourly rates for professionals expected to provide services
during this engagement are:

          Peter K. Talkington      $450
          Dan Hamm                 $450
          Bill Hammack             $500

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


GE CAPITAL: Fitch Affirms Low-B Ratings on Classes H to M Notes
---------------------------------------------------------------
GE Capital Commercial Mortgage Corp's pass-through certificates,
series 2001-3, $261.5 million class A-1A, $478.9 million class
A-2, and interest-only classes X1 and X2 are affirmed at 'AAA'
by Fitch Ratings. Also affirmed by Fitch Ratings: $42.2 million
class B at 'AA'; $38.6 million class C at 'A'; $13.3 million
class D at 'A-'; $7.2 million class E at 'BBB+'; $14.5 million
class F at 'BBB'; $12.0 million class G at 'BBB-'; $27.7 million
class H at 'BB+'; $8.4 million class I at 'BB'; $7.2 million
class J at 'BB-'; $12.0 million class K at 'B+'; $4.8 million
class L at 'B'; and the $4.8 million class M at 'B-'. The $21.7
million class N is not rated by Fitch Ratings. The rating
affirmations follow Fitch's annual review of the transaction,
which closed in November 2001.

The certificates are collateralized by 133 fixed-rate mortgage
loans secured by 140 properties. Significant property type
concentrations include multifamily (34%), office (28%), and
retail (23%). The properties are located in 33 states and
Washington D.C., with significant concentrations in CA (18%) and
TX (13%). As of the October 2002 distribution date, the pool's
aggregate principal balance has been reduced by 1.0% to $954.9
million from $963.8 million at issuance. There are two loans
(1%) in special servicing which have been brought current and
are pending return to the master servicer. Six loans (4%) are on
the master servicer watchlist. There are currently no delinquent
loans and there have been no losses to date.

GEMSA Loan Services, the master servicer, collected year-end
2001 property financial statements for 69% of the pool. Based on
year-end 2001 information, the pool's weighted average debt
service coverage ratio has slightly improved to 1.37x from 1.35x
at issuance. No loans reported a year-end 2001 DSCR below 1.0x.
Fitch Ratings requested a copy of the exception report from the
trustee, but has not received it yet.

As part of Fitch's analysis, five loans (4%) were deemed of
concern and were assumed to default. The deal's general overall
performance has remained stable. There has been minimal
reduction in the deal's collateral balance and geographic and
property type concentrations are fixed. As a result of this
analysis, subordination levels remained sufficient enough to
affirm the ratings. Fitch Ratings will continue to monitor the
transaction as surveillance is ongoing.


GENERAL CABLE: Third Quarter Results Swing-Down to $4MM Net Loss
----------------------------------------------------------------
General Cable Corporation (NYSE:BGC) reported a net loss for the
third quarter ended September 30, 2002 of $4.0 million. Included
in the third quarter results were after-tax charges of $3.3
million related primarily to severance and plant closure costs
as well as a non-cash charge resulting from the liquidation of
LIFO inventory. Excluding the charges, the Company would have
reported a net loss for the third quarter of $0.7 million. On a
comparable basis, these results were down from net income of
$8.7 million in the third quarter of 2001, primarily due to a
28% decline in metals-adjusted net sales in the Communications
segment.

Excluding the items noted above, earnings before interest,
taxes, depreciation and amortization (EBITDA) for the third
quarter of 2002 were $16.2 million versus EBITDA of $30.1
million recorded in the 2001 third quarter. The Company has
utilized its free cash flow to reduce its debt by approximately
$30 million since the end of 2001.

As previously announced, the Company's Board of Directors has
suspended the quarterly cash dividend in conjunction with the
recent amendment to its credit facility.

                       Management Comments

"Our results for the third quarter clearly reflect the impact of
both the Regional Bell Operating Company's unprecedented 40% to
50% decline this year in spending for outside telecommunications
products and industrial construction spending that is at one-
third of its most recent peak," said Gregory B. Kenny, President
and Chief Executive Officer. "Versus prior year and prior
quarter, we saw stability in our product families that are tied
to maintenance and repair spending and local area networking.
Our overseas and Canadian operations continued to perform well
despite industrial and telecom weakness in those markets. The
actions taken earlier in the year to further reduce costs and
working capital were right on track," added Kenny.

                      Third Quarter Results

Metals-adjusted net sales for the Company's third quarter of
2002 decreased 11% versus the comparable 2001 third quarter,
after adjusting third quarter results for a $0.01 per pound
increase in average copper prices and $0.06 per pound decrease
in average aluminum prices from 2001 to 2002. Contributing to
the metals-adjusted net sales change was a 28% decline in
Communications cable sales and a 5% decline in Industrial and
Specialty cable sales, partially offset by a 5% increase in
Energy cable sales.

The 28% decrease in the Communications segment's metals-adjusted
net sales reflects lower sales volume in all of the
Communications business units. Metals-adjusted net sales of
outside plant telecommunications cable were off 39% as many
customers have significantly reduced their capital spending
versus the prior year's level. As a low cost producer, these
telecommunication products have historically been one of the
Company's most attractive businesses. The timing of the
resumption of sales of telecommunications cables to the regional
telephone operating companies to more historic levels represents
the greatest area of uncertainty with regard to the Company's
financial performance. Metals-adjusted net sales of local area
networking cables, while flat with the second quarter of 2002,
decreased by 6% versus last year's third quarter.

The 5% decrease in metals-adjusted net sales in the Industrial
and Specialty segment was a result of continued weakness in
demand for cables utilized in conjunction with investment in new
industrial construction and other infrastructure projects. This
weakness in demand was only partially mitigated by marginal
sales increases in the automotive aftermarket business and in
the International industrial cable businesses.

The 5% increase in metals-adjusted net sales for Energy products
reflects 3% higher net sales in North America as the Company
realizes the effect of new contracts won during 2001 and 11%
higher sales in Europe as the Company continues to enjoy an
increased presence with major European utilities due to contract
awards secured earlier in the year.

Selling, general and administrative expense, excluding severance
related charges, decreased to $30.6 million in the third quarter
of 2002 from $34.9 million on a comparable basis in the third
quarter of 2001. The 12% decrease reflects the effect of an
aggressive program established in the fourth quarter of 2001 to
eliminate fixed SG&A expense and reduce controllable spending.
During the quarter, the Company implemented a further reduction
in headcount which will reduce annual operating costs by an
estimated $4.5 million. Despite an 11% decline in reported net
sales quarter-on-quarter, SG&A expense as a percent of metals-
adjusted sales dropped from 9.0% in the third quarter of 2001 to
8.8% in the third quarter of 2002.

During the quarter, the Company incurred pre-tax charges of $5.1
million consisting of $2.9 million for severance and related
costs, $1.4 million for the liquidation of LIFO inventory in
North America (a non-cash charge), and $0.8 million for
additional one-time costs associated with the prior closure of
manufacturing facilities. The Company expects to incur
additional non-cash LIFO liquidation charges in the fourth
quarter of 2002 as it continues to reduce its inventory levels.

Excluding the effect of the $5.1 million of severance, plant
closure and LIFO pre-tax charges in the third quarter, operating
income for the third quarter of 2002 decreased to $9.2 million
from $24.4 million on a comparable basis for the continuing
operations in the third quarter of 2001. Operating income was
down principally as a result of reduced sales volume in the
Communications segment, lower pricing in all three segments and
lower fixed cost absorption in the North American factories as
inventories were reduced by $27 million during the quarter.
Partially offsetting these reductions in earnings were increased
volume in the Energy segment as well as rigorous cost
containment actions across the entire Company.

Net interest expense was $10.3 million for the third quarter of
2002 compared to $9.8 million for the comparable operations in
the third quarter of 2001. The increase in interest expense is
primarily the result of the amortization of bank fees and a
higher credit spread that were incurred in conjunction with
changes in the Company's credit facilities in the second quarter
of 2002. As a result of the recently announced amendment, the
Company has incurred additional fees and an increase in its
credit spread for its borrowings.

The effective tax rate for the third quarter of 2002 was
unchanged from the 2001 rate of 35.5%.

                       Nine Month Results

Metals-adjusted net sales for the nine months ended September
30, 2002 decreased 13% versus the comparable 2001 period. The
average price per pound of copper and aluminum fell $0.03 and
$0.07, respectively, from the first nine months of 2001 to the
first nine months of 2002. The 2001 net sales have been lowered
in this comparison to put them on a consistent metals-adjusted
basis with the 2002 net sales. Contributing to the metals-
adjusted net sales change was a 29% decline in Communications
cable sales and a 10% decline in Industrial and Specialty cable
sales, partially offset by a 3% increase in Energy cable sales.
Removing the effect of divestitures from the 2001 period, the
Industrial and Specialty segment's metals-adjusted sales were
down 7% and total Company sales were down 12%.

Selling, general and administrative expense, including
adjustments, decreased to $92.4 million in the first nine months
of 2002 from $110.8 million in the first nine months of 2001.
Despite a 13% decrease in metals-adjusted net sales for the
first nine months of 2002 versus 2001, SG&A expense as a
percentage of metals-adjusted sales decreased from 8.7% in 2001
to 8.4% in 2002.

Operating income, including the adjustments, decreased from
$92.7 million in 2001 to $44.3 million in 2002. Operating income
decreased as a result of decreased sales volumes in the
Communications segment, reduced selling prices in all segments,
offset somewhat by increased sales volume in the Energy segment
as well as lower operating costs from the Company's cost
containment programs.

                          CEO Comments

"As previously announced, we are pleased to have obtained a
satisfactory outcome on the credit agreement amendment which we
see as a strong vote of confidence for our business model," said
Kenny. "All indications are that we are maintaining or gaining
share, in a responsible manner, across all our market segments.
As a result of our focus on cost containment and enhancement of
cash flow, we have reduced our debt by approximately $30 million
so far this year and plan a further reduction of about $15
million in the fourth quarter. The major contributor to cash
generation has been the execution of our plan to reduce
inventory by approximately $60 million during the second half of
the year. This plan is on track and, while this action will
further depress earnings in the fourth quarter as unabsorbed
fixed plant overhead costs are recognized in the income
statement, we believe such actions enhance enterprise value. Had
we not depleted inventories during the third quarter, our EPS
would have been about $0.10 greater than the results reported.
Looking forward, we anticipate fourth quarter revenues to be
about equal to the third quarter and down about 4% from the
prior year due to a weak market for telephone cables. As a
result of the negative effect on earnings of the inventory
reduction initiative, the depressed level of demand in the
telecommunications market, and increased interest costs as a
result of our recent credit agreement amendment, we expect that
we will report an EPS loss in the range of $(0.05) to $(0.10) in
the fourth quarter, excluding any additional non-cash LIFO
charge, which is likely," concluded Kenny.

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

                         *    *    *

As reported in Troubled Company Reporter's October 16, 2002
edition, General Cable successfully completed an amendment to
its credit facility. The amendment, which is effective through
the first quarter of 2004, substantially relaxed the Company's
financial covenants primarily in response to the ongoing
weakness in its Communications business segment.

Among other provisions, the amendment adjusted the size of the
Company's revolving credit facility to $200 million, added a new
financial covenant tied to minimum earnings levels and
established a contingent payment to the lenders if the total
facility commitments are not reduced by a specified amount by
December, 2003.

As part of the amendment, the Company's Board of Directors
approved the suspension of its quarterly cash dividend of $0.05
per common share for the term of the amendment.


GENTEK: Wants to Continue Using Existing Cash Management System
---------------------------------------------------------------
In the ordinary course of their businesses, GenTek Inc., and its
debtor-affiliates employ an integrated cash management system
that permits them to fund their ongoing operations in the most
streamlined and cost-efficient manner possible.  The principal
components of their Cash Management System are:

A. Mellon Concentration Account

   General Chemical Corporation, a wholly owned subsidiary of
   GenTek and the direct or indirect parent of most of the other
   Debtors, maintains a central concentration account for all
   Debtors at the Mellon Bank in Pittsburgh, Pennsylvania.  At
   the end of each business day, substantially all of the
   Debtors' cash accumulates in the Mellon Concentration Account
   and is either transferred to an investment account or
   invested overnight in the Mellon Concentration Account.

B. Zero Balance Deposit Accounts

   The Debtors maintain various Deposit Accounts into which
   their accounts receivable and collections are deposited.  
   Some accounts function as lockbox accounts in connection with
   the Debtors' existing credit facilities.

C. Special Deposit Accounts

   GenTek maintains three special deposit accounts at:

   (1) Key Bank;
   (2) PNC Bank NJ; and
   (3) Wilmington Trust.

   The Special Deposit Accounts were established prepetition to
   segregate $64,000,000 in proceeds of borrowings under the
   Debtors' Senior Secured Credit Facility.  The funds are
   available to fund the Debtors' liquidity needs during these
   Chapter 11 cases.

D. Disbursement Accounts

   The Debtors maintain disbursement accounts, including petty
   cash accounts to make disbursements for their daily
   operational needs.

E. Payroll Accounts

   The Debtors pay their payroll by direct deposits into
   employees' accounts or by checks issued to employees.  In
   order to fund payroll, funds are either automatically
   transferred from the Mellon Concentration Account to the
   appropriate sub-concentration Account and in turn to the
   appropriate Payroll Account or funded by wire transfer.

On the other hand, the Canadian Debtor Noma Company uses a
separate cash management system with respect to its bank
accounts at The Bank of Nova Scotia in Canada.  Noma maintains
two main operating accounts at The Bank of Nova Scotia -- the
U.S. Dollar Account and the Canadian Dollar Account.  The
Canadian Dollar Account is covered by the Canadian Deposit
Insurance Corporation up to CDN$60,000.  Noma also has an
investment account at Morgan Stanley in the United States.

By this motion, the Debtors seek the Court's authority to
continue using their existing Cash Management System.

Jane M. Leamy, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represents that the separate Cash Management Systems in the
U.S. and Canada ensure that, except for ordinary course payments
for goods and services provided on an intercompany basis, funds
generated by Canadian operations remain with Noma and funds
generated by U.S. operations remain with the U.S. Debtors.
According to Ms. Leamy, it would be unduly difficult and
expensive for the Debtors to establish a new system of accounts
and a new cash management and disbursement system for each
Debtor.  Adopting a new system would disrupt the Debtors'
operations and impose a financial and administrative burden on
the estates, while providing little benefit, if any, to the
Debtors' estates and creditors.

Ms. Leamy notes that the present Cash Management Systems provide
numerous benefits to the Debtors, including the ability to:

(a) tightly control use of corporate funds;

(b) invest idle cash;

(c) ensure cash availability; and

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

                     Intercompany Transactions

As a crucial part of their daily ordinary course operations, the
Debtors transfer funds among themselves and to certain Non-
Filing Affiliates to pay for the intercompany provision of
essential goods and services.  The daily transfers of funds
among the Debtors are an integral part of the Cash Management
Systems.

For example, a Mexican Non-Filing Affiliate conducts all
manufacturing operations for Noma and Noma pays the salaries of
the employees of that Mexican Non-Filing Affiliate.  In
addition, certain European, Canadian and Mexican Non-Filing
Affiliates that are engaged in the manufacturing communications
segments of the Debtors' operations provide products and
services to the Debtors for distribution in the United States.  
Accordingly, Ms. Leamy asserts, the Debtors should be allowed to
continue their intercompany transactions.

Absent continuation of these Intercompany Transactions, the
Debtors' businesses would not survive.  If the Debtors were
unable to promptly pay for their services and goods provided by
the Non-Filing Affiliates, the Debtors would be unable to supply
their U.S. customers and their businesses would be irreparably
harmed.

From time to time, the Debtors and their Non-Filing Affiliates
also make intercompany loans to meet daily expenses, including
general corporate overhead costs, capital expenditures, and
other operating costs.  These Intercompany Transactions also
reduce the Debtors' administrative costs, facilitate the
performance of the Debtors' contracts, and, in certain cases,
result in tax benefits to the Debtors.  Because the Non-Filing
Affiliates are part of the GenTek group of affiliated entities,
Ms. Leamy assures Judge Walrath that the entirety of the
Intercompany Transactions among the Debtors and their Non-Filing
Affiliates remains within the spectrum of the Debtors' control.

Additionally, the Debtors seek to afford all postpetition
intercompany claims against a Debtor by another Debtor or by a
Non-Filing Affiliate as a result of Intercompany Transactions a
superpriority status, with priority over any and all
administrative expenses of the kind specified in Sections 503(b)
and 507 (b) of the Bankruptcy Code.  The intercompany claim will
be subject and subordinate only to:

  -- the priorities, liens, claims and security interests
     granted under any cash collateral or other order entered by
     this Court and other valid liens in existence as of the
     Petition Date; and

  -- statutory U.S. Trustee fees.

                 Investments On Short-Term Funds

Most of the funds in the Mellon Concentration Account are swept
from time to time into GenTek's investment account at Morgan
Stanley for overnight investment.  Typically, several million
dollars remain in the Mellon Concentration Account for overnight
investment.  These funds are later forwarded as needed from the
Investment Account to the Mellon Concentration Account and, in
turn, to the Sub-Concentration Accounts to fund the Debtors'
daily operational needs.

Concurrent with the intention to maintain their Cash Management
System, the Debtors seek the Court's permission to continue
their current investments on short-term money market funds.  The
Debtors want to invest in the Investment Account -- as they did
prepetition -- the proceeds of certain prepetition borrowings
amounting to $64,000,000 now on deposit in their Special Deposit
Accounts.  The funds in both the Investment Account at Morgan
Stanley and the Concentration Account at Mellon Bank are
currently invested in an institutional money market fund, Short-
Term Investments Co. Liquid Assets that is administered by AIM
Funds.

A top-performing institutional money market fund with more than
$40 billion in net assets, the Short-Term Investment Co. is one
of the largest institutional money market funds in the country.
It invests in high-quality U.S. dollar denominated short-term
obligations, including securities issued by the U.S. government
or its agencies; bankers' acceptances, certificates of deposit
and time deposits from banks; repurchase agreements; high-grade
commercial paper, municipal securities and master notes. (GenTek
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GLOBAL CROSSING: Court Declares Hindery Agreement Non-Executory
---------------------------------------------------------------
Global Crossing Ltd., and its debtor-affiliates obtained
declaratory relief from the U.S. Bankruptcy Court for the
Southern District of New York with respect to the Termination
Agreement between Global Crossing and Leo J. Hindery, Jr.  
Specifically, the Court declared that the Termination Agreement
is non-executory.  

The Termination Agreement provided that upon Mr. Hindery's
termination as CEO of Global Crossing and until his resignation
as Chairman and CEO of GlobalCenter in January 2001, he was to
receive an annual salary of $995,000.  In addition, upon his
resignation as Chairman and CEO of GlobalCenter, Global Crossing
was required to make annual cash severance payments to Mr.
Hindery for the remainder of his term under the Employment
Agreement. Thus, pursuant to the Termination Agreement, Global
Crossing was obligated to make annual severance payments to Mr.
Hindery until December 5, 2002.  The Termination Agreement also
required Global Crossing to continue to provide Mr. Hindery with
an apartment in New York City through October 3, 2002.

To recall, Leo J. Hindery, Jr., was appointed Chairman and CEO
of GlobalCenter Inc., then one of Global Crossing Ltd.'s
subsidiaries.  Pursuant to an Employment Agreement dated
December 5, 1999, Mr. Hindery was required to serve a 3-year
term as Chairman and CEO of GlobalCenter.  On March 1, 2000, Mr.
Hindery was also appointed CEO of Global Crossing, a position he
held until October 11, 2000, at which time he submitted his
resignation and signed a termination agreement.  The Termination
Agreement effectively severed Mr. Hindery's employment with
Global Crossing, while providing for his continued role as
Chairman and CEO of GlobalCenter Inc. (Global Crossing
Bankruptcy News, Issue No. 24; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GLOBAL CROSSING: Will Restate Fin'l Statements in SEC Reports
-------------------------------------------------------------
Global Crossing will restate certain financial statements
contained in filings previously made with the Securities and
Exchange Commission. The restatements are expected to have the
effect of reducing revenues reported for the nine months ended
September 30, 2001, by approximately $19 million, reducing each
of Net Income and Shareholders Equity by approximately $13
million, and reducing each of Total Assets and Total Liabilities
on the September 30, 2001, balance sheet by approximately $1.2
billion.  The details of these restatements, as well as more
limited restatements applicable to financial statements filed
with the SEC for periods in the year 2000, will be subject to
the review of a new independent accounting firm which Global
Crossing's board of directors expects to appoint shortly.

Global Crossing's restatements will record exchanges between
carriers of leases of telecommunications capacity at historical
carryover basis, pursuant to Accounting Principles Bulletin No.
29, resulting in no recognition of revenue for such exchanges.  
Global Crossing had previously relied on guidance provided by
Arthur Andersen, its independent accounting firm during the
periods subject to restatement, and on an Arthur Andersen-
authored industry white paper that set forth principles for
accounting for sales and exchanges of telecommunications
capacity and services.  The SEC staff, however, has advised
Global Crossing that its previous accounting for these exchanges
did not comply with Generally Accepted Accounting Principles,
and that financial statements materially affected by accounting
for the exchange transactions at historical carryover basis must
be restated.  Arthur Andersen has notified Global Crossing that
it does not agree with the interpretation of APB No. 29 that
requires the restatement.

When Global Crossing reported these capacity exchanges at fair
value, it recognized revenue in its GAAP financial statements
over the lives of the relevant lease contracts, not "up front."  
Global Crossing had supplementally reported certain pro forma
metrics derived from its GAAP financial statements, in which it
included the entire fair value of the sales of capacity and
services in the exchange transactions and which were used for,
among other purposes, monitoring compliance with financial
covenants applicable to the periods subject to restatement.  As
noted in previous filings, these pro forma metrics were not an
alternative to any measure of performance as promulgated under
GAAP, and should now be disregarded.

Global Crossing also announced that, for exchanges that involve
service contracts, it will continue to record revenue over the
lives of the relevant contracts at fair values under APB No. 29,
but that its balance sheet will not reflect the entire value of
the contracts received or given in the exchanges. Accordingly,
the revenue contributed by previous exchanges involving service
contracts will not be restated, but the fair values of these
exchanges involving services will be removed from the balance
sheets previously filed. The SEC staff does not object to Global
Crossing's conclusions regarding this new treatment of exchanges
involving service contracts.

Global Crossing estimated that the restatement of financial
statements for the nine months ended September 30, 2001,
contained in its Quarterly Report on Form 10-Q, would reduce
previously reported revenue of $2.437 billion by approximately
$19 million, and would increase the net loss of $4.772 billion
by approximately $13 million.  Total Assets and Total
Liabilities and Shareholders' Equity of $25.511 billion would
each be reduced by approximately $1.2 billion, and each of Net
Cash Provided by Operating Activities and Net Cash Used in
Investing Activities would be reduced by approximately $770
million, resulting in no change in net cash flow.

Global Crossing has not yet filed its results for the full year
2001 and expects to utilize the accounting treatment described
above for exchanges of telecommunications capacity and service
contracts as it prepares that filing, and as it reports results
in the future.  Global Crossing will provide further information
regarding its financial condition and results of operations as
soon as practicable.

With respect to financial statements filed for relevant periods
in the year 2000, the net cash flow would not be affected by the
revised accounting treatment and Global Crossing believes that
the effects on the income statements and balance sheets would be
immaterial.  The revised accounting treatment of transactions
that occurred in 2000 would, however, have material effects on
Net Cash Provided by Operating Activities and Cash Used in
Investing Activities, each of which would be reduced by
approximately $230 million.  Global Crossing intends to work
with its new independent accountants, once they are appointed,
to develop the details of restatements required for periods in
2000.

Global Crossing noted that the Enforcement Division of the SEC
is continuing its investigation into various matters relating to
the transactions that are being restated.

Global Crossing provides telecommunications solutions over the
world's first integrated global IP-based network, which reaches
27 countries and more than 200 major cities around the globe.  
Global Crossing serves many of the world's largest corporations,
providing a full range of managed data and voice products and
services.  Global Crossing operates throughout the Americas and
Europe, and provides services in Asia through its subsidiary,
Asia Global Crossing.

On January 28, 2002, Global Crossing and certain of its
affiliates (excluding Asia Global Crossing and its subsidiaries)
commenced Chapter 11 cases in the United States Bankruptcy Court
for the Southern District of New York (Bankruptcy Court) and
coordinated proceedings in the Supreme Court of Bermuda (Bermuda
Court).  On the same date, the Bermuda Court granted an order
appointing joint provisional liquidators with the power to
oversee the continuation and reorganization of the Bermuda-
incorporated companies' businesses under the control of their
boards of directors and under the supervision of the Bankruptcy
Court and the Bermuda Court.

On April 23, 2002, Global Crossing commenced a Chapter 11 case
in the Bankruptcy Court for its affiliate, GT UK, Ltd.  On
August 4, 2002, Global Crossing commenced a Chapter 11 case in
the United States Bankruptcy Court for the Southern District of
New York for its affiliate, SAC Peru Ltd.  On August 30, 2002,
Global Crossing commenced Chapter 11 cases in the Bankruptcy
Court for an additional 23 of its affiliates (as specified in
the July Monthly Operating Report filed with the Bankruptcy
Court) in order to coordinate the restructuring of those
companies with its restructuring.  Global Crossing has also
filed coordinated insolvency proceedings in the Bermuda Court
for those affiliates that are incorporated in Bermuda.  The
administration of all the cases filed subsequent to Global
Crossing's initial filing on January 28, 2002 has been
consolidated with that of the cases commenced in Bankruptcy
Court on January 28, 2002.

Global Crossing's Plan of Reorganization, which it filed with
the Bankruptcy Court on September 16, 2002, does not include a
capital structure in which existing common or preferred equity
would retain any value.

Please visit http://www.globalcrossing.comor  
http://www.asiaglobalcrossing.comfor more information about  
Global Crossing and Asia Global Crossing.

DebtTraders says that Global Crossing Holdings Ltd.'s 9.625%
bonds due 2008 (GBLX08USR1) are trading at 1.125 cents-on-the-
dollar. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=GBLX08USR1


GLOBEL DIRECT: Fails to Meet Deadline to File Fin'l Statements
--------------------------------------------------------------
Globel Direct, Inc., (TSX-V: GBD) is in default of filing its
annual Audited Financial Statements for the period ended May 31,
2002 which were to have been filed on or before October 18, 2002
pursuant to relevant securities laws because of difficulties in
reaching mutually acceptable advance payment arrangements with
the Company's auditors arising from challenges created by the
recent replacement of the Company's principal lender.  

Mr. James R. Richardson, President and Chief Executive Officer
of Globel Direct advises that the Company was unable to meet its
deadline due to reduced business activities, and as a result,
the Issuer has been involved in a number of debt financing
restructuring transactions, and has taken a number of steps
toward aligning the Company's cost structure with its present
revenue base. Since February 2002, when the Company's principal
lender requested that it be replaced, the Company has been
operating with less than normal levels of working capital.
During this period, no mutually acceptable advance payment
arrangements could be made with the Company's audit firm,
although at the present time conditions have improved and
arrangements have been made to commence the Company's audit. As
a result of the delay in the completion and filing of the annual
Audited Financial Statements, the Company will also be late in
filing its Interim Financial Statements for the first quarter
ended August 31, 2002 which are due to be filed on or before
October 30, 2002. The Company expects to file the Audited
Financial Statements and the Interim Financial Statements on or
before December 18, 2002.  

The Company has requested that the Alberta Securities Commission
impose a Management Cease Trade Order, and not issue an Issuer
Cease Trade Order, pursuant to CSA Staff Notice 57-301 with
respect to securities of the Company. Such order, if granted,
will place restrictions on the trading of the Company's
securities by certain persons who have been directors, officers
or insiders of the Company since the Company's most recent
financial statements were filed in accordance with prescribed
filing requirements.  

Pursuant to the terms of the requested order, should the Company
fail to file its financial statements on or before December 18,
2002, the Alberta Securities Commission and other security
commissions or regulators may then impose an Issuer Cease Trade
Order that all trading in securities of the Company cease for a
specified period.  

Assuming the Management Cease Trade Order is granted, the
Company intends to issue a Default Status Report on a bi-weekly
basis for as long as it remains subject to the Management Cease
Trade Order or in default of prescribed filing requirements. An
Issuer Cease Trade Order may be imposed sooner if Globel Direct
fails to file its Default Status Report on time.

As noted in material change reports and press releases issued by
the Company, in February, 2002 Globel Direct commenced a series
of ongoing transactions designed to restructure the Company's
debt and credit facilities, which steps were required as a
result of reduced revenues during the fiscal year 2002. The
latest of such transactions being undertaken comprises the
private placement of convertible debentures up to a maximum
principal amount of $1,500,000. This latest financing is
scheduled to close prior to December 31, 2002.


HASBRO INC: Reports Improved Financial Results for Third Quarter
----------------------------------------------------------------
Hasbro, Inc., (NYSE: HAS) reported results for its third quarter
ending September 29, 2002. Worldwide net revenues were $820.5
million compared to $893.4 million a year ago. Net earnings for
the quarter were $55.8 million, compared to earnings of $50.6
million a year ago and diluted earnings per share were $0.32,
compared to $0.29 per share in 2001. The Company also reported
third quarter Earnings before Interest, Taxes, Depreciation and
Amortization (EBITDA) of $146.1 million, compared to $161.3
million in the third quarter of 2001.

For the nine months, worldwide net revenues were $1.8 billion,
compared to $1.9 billion a year ago. Before the cumulative
effect of an accounting change related to the adoption of FAS
142 "Goodwill and Other Intangibles," the Company's earnings for
the nine months were $12.9 million, compared to earnings, before
accounting change, of $8.3 million in the prior year. Including
the impact of accounting changes in both years, the Company
recorded a net loss of $232.8 million, compared to net earnings
of $7.2 million for the year-ago nine-month period.

Alan G. Hassenfeld, Chairman and Chief Executive Officer, said,
"We are encouraged by our accomplishments this quarter. We
remained focused on improving profitability for shareholders,
managing our bottom line effectively despite a revenue decline.
In examining our revenue results more closely, non-core products
such as licensed trading card games and robotic pets were the
primary reason for the top line decrease this quarter."

"In looking at our core brands, G.I. Joe sales were up 82% and
Transformers were up 65%. In addition, Playskool was up 49%
year-over-year, with Mr. Potato Head experiencing 39% revenue
growth for the quarter. In Games, the initial response to The
Special 20th Anniversary Edition of Trivial Pursuit and the
Scrabble Folio has been very strong. I believe our success with
these core brand extensions underlines the depth and strength of
Hasbro's product portfolio," Hassenfeld continued.

In the U.S. Toys segment, revenues were down for the quarter,
primarily due to robotic toy products related to the Tiger and
WowWee lines. Partly offsetting this impact, the Company
experienced strength in a number of core product lines including
G.I. Joe, Transformers, Playskool and Easy Bake. Revenues for
the Games segment were down for the quarter, primarily due to
licensed trading card games and electronic games. International
segment revenues were down, primarily due to Pokemon and Harry
Potter trading card games, offset in part by strong revenues
from many core brands including Transformers, Play-Doh, Micro-
Machines and Magic the Gathering trading card games. All three
of the Company's business segments were profitable for the
quarter on a pre-tax basis, with both the U. S. Toys and Games
segments delivering an increase in year-over-year profitability.

"Our strategy of focusing on cost reductions, managing the
balance sheet and growing our core brands is continuing to
generate results," said Alfred J. Verrecchia, President and
Chief Operating Officer. "We continue to make significant
progress on both our financial and non-financial goals."

"In terms of our financial performance, our third quarter year-
over-year increase in earnings per share is significant because
we accomplished this with revenue down and higher royalty
expenses associated with Star Wars. These factors were more than
offset by our cost reduction initiatives, lower interest expense
related to our debt reduction, and lower amortization expense
associated with the adoption of accounting requirements related
to goodwill," Verrecchia concluded.

In the second quarter the Company announced that it had recorded
a $245.7 million, net of tax or $1.42 per diluted share non-cash
charge as a cumulative effect of a change in accounting
principle related to the adoption of FAS 142 "Goodwill and Other
Intangibles." FAS 142 requires that goodwill and intangible
assets with indefinite lives be tested for impairment annually
rather than amortized over time. The impaired goodwill was
entirely related to the U.S. Toys segment. This charge was made
retroactively to the beginning of the year and impacts year to
date results. Amortization of goodwill and intangible assets
with indefinite lives in the third quarter of 2001 amounted to
$13.4 million. The elimination of this amortization and its
related tax effect would have resulted in earnings of $63.5
million in the third quarter of 2001.

Hasbro is a worldwide leader in children's and family leisure
time entertainment products and services, including the design,
manufacture and marketing of games and toys ranging from
traditional to high-tech. Both internationally and in the U.S.,
its PLAYSKOOL, TONKA, MILTON BRADLEY, PARKER BROTHERS, TIGER and
WIZARDS OF THE COAST brands and products provide the highest
quality and most recognizable play experiences in the world.

                         *   *   *

As previously reported, Fitch Ratings affirmed Hasbro, Inc.'s
'BB' senior unsecured debt rating. In addition, the company's
new $380 million secured bank credit facility was rated 'BB+'.
The new facility, which replaced its previous 'BB+' rated
$650 million facility, continues to be secured by receivables,
inventories and intellectual property.

The ratings reflect the company's strong market presence and its
diverse portfolio of brands balanced against the cyclical and
shifting nature of the toy industry. The ratings also consider
the challenges the company continues to face in refocusing its
strategy on its core brands and its weak financial profile. The
Negative Outlook reflects uncertainty as to the company's
ability to successfully execute its strategy and its ability to
achieve revenue targets for its core brands as well as Star Wars
in 2002.


HEXCEL CORP: Balance Sheet Insolvency Narrows to $122.6 Million
---------------------------------------------------------------
Hexcel Corporation (NYSE/PCX:HXL) reported results for the third
quarter of 2002. Net sales for the third quarter of 2002 were
$201.0 million as compared to $240.6 million for the third
quarter of 2001.

Adjusted EBITDA for the third quarter of 2002 was $26.6 million
versus $27.0 million for the third quarter of 2001.

Net loss for the third quarter of 2002 was $3.6 million,
compared to a net loss of $12.8 million for the third quarter of
2001. As of January 1, 2002, the Company adopted FAS 142 and
ceased amortizing goodwill. The Company's third quarter of 2001
net loss would have been $9.5 million had FAS 142 been in effect
at that time.

At September 30, 2002, Hexcel's consolidated balance sheets show
that it's total shareholders' equity deficit slid-down to about
$122.6 million.

Mr. David E. Berges, the Chairman, President and CEO of Hexcel
Corporation said, "In the third quarter, we have again
demonstrated that the results of our cost reduction programs can
offset most of the impact of reduced sales. This quarter we
achieved an Adjusted EBITDA within $0.4 million of last year's
third quarter despite a $39.6 million reduction in revenues."

Mr. Berges added, "I am particularly pleased to report that our
total debt, net of cash, decreased by an additional $18.2
million during the quarter to $636.0 million, another four year
low. Although the collection of $10.0 million of cash in the
quarter resulting from the Company's reduced ownership interest
in our Asian electronics joint venture helped contribute to this
result, a substantial portion of the decrease resulted from
positive operating cash flows, as the Company continued to
effectively manage its costs and working capital. Cash interest
payments for the quarter were $24.4 million, business
consolidation and restructuring payments were $4.7 million and
capital expenditures were $3.3 million during the quarter. We
now anticipate that capital expenditures in 2002 will be less
than $16 million. Net debt is now $41.6 million lower than a
year ago despite significant cash restructuring costs to right-
size our Company. Our next significant required debt
amortization is the payment of $46.9 million related to the
maturity of our 7% convertible subordinated notes due August 1,
2003. We are actively pursuing several alternatives to deal with
this debt and are considering ways to reduce the leverage of the
Company."

In conclusion, Mr. Berges expressed, "As we now plan for 2003,
the business environment remains challenging for all companies
including Hexcel. We will approach whatever challenges 2003
brings with the same vigor we have demonstrated in 2002. We will
continue to look for opportunities where we can reduce cost,
improve operating efficiencies, and generate cash to reduce
debt. We will continue to maintain our high standard of customer
service and make strategic investments in research and
technology. "

                         Revenue Trends

Consolidated revenues for the 2002 third quarter of $201.0
million were 16.5% lower than the 2001 third quarter revenues of
$240.6 million, driven overwhelmingly by the sharp reduction in
sales to the commercial aerospace market. Had the same U.S.
dollar, British pound sterling and Euro exchange rates applied
in the third quarter of 2002 as in the third quarter of 2001,
revenue for the third quarter of 2002 would have been $195.1
million, reflecting the weakening of the U.S. dollar over the
past year.

     --  Commercial Aerospace. Sales to aircraft producers and
their subcontractors continued to reflect the sharp impact of
reducing commercial aircraft build rates in 2002 compared to
2001. Revenues for the 2002 third quarter were $89.0 million,
31.1% lower than the 2001 third quarter revenues of $129.2
million. As the Company delivers its products on average four to
six months before our customers deliver their aircraft, it is
now delivering against its customers' aircraft deliveries in the
first half of 2003. Meanwhile, the Company is excited to now be
delivering materials for the manufacture of the Airbus A380
aircraft.

     --  Industrial. Sales for the third quarter of 2002 of
$61.5 million were slightly below the $61.9 million earned in
the third quarter of 2001, as the Company saw reduced demand
during the quarter for its reinforcement fabrics used in soft
body armor. While sales of products for civilian soft body armor
applications remained strong, sales to U.S. military
applications declined in the quarter due largely to delays in
funding for military body armor programs and product transition
within the military services. This creates some uncertainty for
soft body armor sales over the next few quarters until the
military services refine their plans and requirements. In
addition to soft body armor applications, Hexcel's industrial
market segment includes the Company's sales to a range of non-
aerospace product applications including architectural,
automotive, marine, rail, recreation equipment, and wind energy
applications.

     --  Space & Defense. Revenues for the third quarter of 2002
were $36.3 million, 2.8% higher than the third quarter of 2001
revenues of $35.3 million. While the Company's space & defense
revenues tend to vary quarter to quarter, sales associated with
military aircraft and helicopters continue to trend upwards as
the new generation of military aircraft in the United States and
Europe ramp up in production. Many programs in which the Company
participates continue to reflect year-on-year revenue growth.
However, the Company has seen lower revenues this year from the
V-22 program as it undergoes its redesign program and from the
depressed satellite and launch vehicle markets.

     --  Electronics. Revenues for the 2002 third quarter of
$14.2 million were the same as those earned in the 2001 third
quarter. Revenues continue to be impacted by the severe industry
downturn in the global electronics market, the ongoing migration
of production to Asia and pricing pressures. The Company sees no
evidence of a substantial near term recovery in this market.
With the benefit of cost control, the Company again generated a
modest Adjusted EBITDA on electronics sales in the quarter.

             Gross Margin & Adjusted Operating Income

Gross margin for the third quarter of 2002 was $37.3 million, or
18.6% of net sales, compared with $43.8 million, or 18.2% of net
sales, for the third quarter of 2001. Reductions in factory
fixed costs as part of the Company's restructuring programs have
enabled the Company to stabilize its gross margin percentage
while net sales have declined by 16.5%.

Adjusted operating income for the third quarter of 2002 was
$15.0 million, or 7.5% of net sales, compared to $11.6 million,
or 4.8% of net sales, for the 2001 third quarter. Excluding the
$3.3 million benefit of adopting the new accounting standard for
the amortization of goodwill, selling, general and
administrative expenses of $18.5 million in the third quarter of
2002 were $5.9 million lower than the third quarter of 2001.

              Investments in Affiliated Companies

During the third quarter of 2002, the Company reduced its
ownership interest in its Asian Electronics joint venture from
43.3% to 33.3% and received $10.0 million in cash under the
terms of a previously announced agreement to restructure its
minority interest with its joint venture partner.

Equity in losses of affiliated companies was $0.5 million for
the third quarter of 2002 primarily reflecting losses reported
by the Company's joint ventures in China and Malaysia as they
ramp up production of aerospace composite structures. These
losses by affiliates do not affect the Company's cash flows.
Equity in losses of affiliated companies was $1.0 million for
the third quarter of 2001.

                              Debt

Total debt, net of cash, decreased by $18.2 million to $636.0
million as of September 30, 2002, compared to June 30, 2002. The
Company had undrawn revolver and overdraft revolver availability
under its senior credit facility of $83.5 million as of
September 30, 2002. In January 2002, this facility was amended,
relaxing the 2002 quarterly financial covenants to accommodate
the Company's revised business plans and projections for the
year. As of September 30, 2002, the Company was in compliance
with its financial covenants. As previously disclosed, the
Company will need to obtain a further amendment of the facility
by the end of the first quarter of 2003 to accommodate the
continuing downturn in the commercial aerospace and the
electronics markets in 2003.

Hexcel Corporation is the world's leading advanced structural
materials company. It develops, manufactures and markets
lightweight, high-performance reinforcement products, composite
materials and composite structures for use in commercial
aerospace, space and defense, electronics, and industrial
applications.


HYPERTENSION DIAGNOSTICS: Gets Waiver of Note Covenant Defaults
---------------------------------------------------------------
Hypertension Diagnostics, Inc., (Nasdaq: HDII) said that by a
letter dated October 15, 2002, each of the holders of the
Company's 8% Convertible Notes due March 27, 2005, has agreed to
waive existing covenant defaults under the Notes if, in
exchange, the Company hires a proxy solicitor for its Special
Meeting of Shareholders and on or before October 25, 2002,
obtains shareholder approval of the proposal put forth at the
Company's Special Meeting.  The Special Meeting seeks
shareholder approval of the issuance by the Company of greater
than 20% of its outstanding Common Stock upon conversion of the
Notes and exercise of certain Common Stock Purchase Warrants.

As a result of the existing covenant defaults, a note Holder, at
its option, may demand repayment in cash of the accrued but
unpaid interest and 130% of the then-outstanding principal on
the Notes.  There is $5,304 in accrued but unpaid interest and
$1,152,290 in aggregate principal outstanding on the Notes as of
October 21, 2002.  The Company has hired D.F. King and Co., Inc.
of New York, NY to act as the Company's proxy solicitor for its
Special Meeting.

The Company's Special Meeting of Shareholders was originally
scheduled for September 25, 2002, but has been adjourned to 3
p.m. local time on Friday, October 25, 2002 at the Company's
offices at 2915 Waters Road, Suite 108, Eagan, Minnesota 55121.  
The Board of Directors of the Company recommends that the
Company's shareholders vote "FOR" the Special Meeting proposal
to approve the issuance of greater than 20% of its outstanding
Common Stock upon conversion of the Notes and exercise of
certain Common Stock Purchase Warrants.

The Note holders have also agreed to waive a covenant default,
if any such default exists, relating to the Company's
registration of its Common Stock for resale if, in addition to
hiring a proxy solicitor and obtaining approval of its
Shareholders as outlined above, the Company files a registration
statement to register 750,000 additional shares of its Common
Stock on or before November 15, 2002.

The waiver only relates to the following events of default:  (a)
the failure of the Company to obtain the Approval on or before
the Approval Date; (b) the failure of the Company to comply with
the requirement for continued listing on The Nasdaq SmallCap
Market for a period of seven (7) consecutive trading days
because the minimum bid price of its Common Stock was less than
$1.00; and c the receipt by the Company on August 27, 2002 of a
notice from The Nasdaq Stock Market, Inc. stating that the
Company is not in compliance with the requirements for continued
listing because of the failure of the Company's Common Stock to
maintain a minimum bid price of $1.00 for a period of thirty
consecutive trading days.  No other events of default are
waived.  The failure of the Company to comply with any of the
covenants of the Notes will result in an event of default under
the Notes.  Upon an event of default, a Note holder, at its
option, may demand cash repayment of 130% of the then-
outstanding principal amount of the Note and any accrued but
unpaid interest.  There can be no assurance that the Company
will comply with the Note covenants in the future.  There can
also be no assurance that the Company will successfully obtain
waivers of any future event of default, if any event of default
should occur.


ITC DELTACOM: Committee Wants to Hire Fried Frank as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 case involving ITC Deltacom, Inc., seeks permission
from the U.S. Bankruptcy Court for the District of Delaware to
employ Fried, Frank, Harris, Shriver & Jacobson, as its
attorneys, nunc pro tunc to August 9, 2002.

The Committee tells the Court that Fried Frank's bankruptcy and
restructuring attorneys have developed familiarity with the
Debtor's assets, affairs and businesses through their
representation of the Unofficial Noteholders' Committee.

Fried Frank will be required to:

  a) provide legal advice with respect to the Official
     Committee's rights and interests in the review and
     negotiation of any plan of reorganization and related
     corporate documents;

  b) respond on behalf of the Official Committee to any and all
     applications, motions, answers, orders, reports and other
     pleadings in connections with the administration of the
     estates in this case; and

  c) perform any other legal services requested by the Official
     Committee in connection with this chapter 11 case and the
     confirmation and implementation of a plan of
     reorganization, in the Debtors' chapter 11 case.

The Committee assures the Court that Fried Frank is a
"disinterested person" as that phrase is defined in the
Bankruptcy Code, and does not hold any adverse interest in these
chapter 11 cases.

Fried Frank will be compensated in its current customary hourly
rates:

          Partners          $535 to $885 per hour
          Of Counsel        $495 to $685 per hour
          Special Counsel   $480 to $515 per hour
          Associates        $225 to $440 per hour
          Legal Assistants  $130 to $195 per hour

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


INT'L MULTIFOODS: S&P Affirms BB Corporate Credit Rating
--------------------------------------------------------  
Standard & Poor's affirmed its double-'B' corporate credit
rating as well as its double-'B'-plus senior secured debt rating
on International Multifoods Corp. The ratings were removed from
CreditWatch, where they were placed on July 30, 2002. At the
same time, the company's single-'A'-plus senior unsecured debt
rating was affirmed. The rating was not on CreditWatch, and the
senior unsecured debt issue is unconditionally guaranteed by
Diageo PLC.

The outlook is stable.

The rating action follows the completion of International
Multifoods' divestiture of its food service distribution
business to private equity firm Wellspring Capital Management
LLC for about $166 million. The net proceeds from the
transaction (about $164 million) and cash on hand were used to
repay borrowings under the bank credit facilities. As a result
of the September 2002 senior debt prepayment, the company had
about $350 million of debt outstanding.

"While the company has somewhat improved its financial profile,
International Multifoods now focuses solely on the highly
competitive U.S. packaged food industry," said Standard & Poor's
credit analyst Jean C. Stout. "Furthermore, Standard & Poor's
expects the company to be acquisitive in the intermediate term
after completing the integration of the Pillsbury brand."

The ratings for International Multifoods reflect its relatively
recent participation in the U.S. branded food business and
narrow product portfolio (for a packaged food company), as well
as its highly competitive operating environment. Somewhat
mitigating these factors are the company's highly recognized
brand franchises, good market position, and moderate financial
profile.

Minnetonka, Minnesota-based International Multifoods is a
leading manufacturer of dessert and baking mixes, side dishes,
and flour. The company generally holds the No. 2 market position
in the U.S. for cake mix and scratch ingredients, pancake mix,
and dehydrated potatoes. Through the Robin Hood and Bick's
brands, International Multifoods has a dominant position in the
Canadian flour and pickle markets, respectively.


KING PHARMACEUTICALS: Will Acquire Meridian Medical for $247.8MM
----------------------------------------------------------------
King Pharmaceuticals, Inc., (NYSE: KG) and Meridian Medical
Technologies, Inc., (Nasdaq: MTEC) have entered into a
definitive agreement whereby King will acquire Meridian for a
cash price of $44.50 per share of Meridian common stock,
totaling $247.8 million.  The acquisition represents the
combination of a premier specialty pharmaceutical company with
the innovative leader in auto-injector technology.

King, whose $400 million bank facilities are currently rated by
Standard & Poor's at BB+, expects the transaction to be
accretive to earnings upon closing, excluding anticipated
synergies and non-recurring transaction expenses.

Jefferson J. Gregory, Chairman and Chief Executive Officer of
King, stated, "We believe King's acquisition of Meridian
represents an excellent business combination, providing King
with additional lines of growing exclusive pharmaceutical
products, preeminent auto-injector technology, and enhanced
pipeline opportunities.  Our extensive infrastructure, including
King's research and development, regulatory, manufacturing,
quality management, and sales and marketing resources,
strategically complement and enhance the potential for the
continued growth of Meridian's current product lines.  Moreover,
King's established capabilities expand the prospects for the
potential development of new and innovative products utilizing
Meridian's exclusive auto-injector technology.  Accordingly, we
believe this transaction offers excellent opportunities for
growth and should produce a very good return for our
shareholders."

James H. Miller, Chairman, President and Chief Executive Officer
of Meridian, said, "Meridian's management and employees are very
proud of the successful business we have built.  King has a
proven record of acquiring companies to produce growth, and this
transaction provides good value to our shareholders and should
result in significant new opportunities for our customers and
employees."

Meridian pioneered the development, and is the leading
manufacturer, of auto-injectors for the self-administration of
injectable drugs.  An auto- injector is a pre-filled, pen-like
device that allows a patient or caregiver to automatically
inject a precise drug dosage quickly, easily, safely, and
reliably.  Auto-injectors are a convenient, disposable, one-time
use drug delivery system designed to improve the medical and
economic value of many drug therapies.  Meridian's growing
pharmaceutical products include EpiPen(R), an auto-injector
filled with epinephrine for the emergency treatment of
anaphylaxis resulting from severe or allergic reactions to
insect stings or bites, foods, drugs, and other allergens, as
well as idiopathic or exercise induced anaphylaxis.  Demand for
EpiPen(R) has continued to grow due to increased awareness of
the health risks associated with allergic reactions,
particularly those associated with food.  EpiPen(R) is a
commercially available prescription pharmaceutical product
marketed exclusively by Dey L.P., an affiliate of Merck KgaA,
with a substantial sales and marketing force pursuant to a long-
term contract.

Other growing products include a nerve gas antidote utilizing
Meridian's patented dual chambered auto-injector and injection
process, and auto- injectors filled with morphine for pain
management, diazepam for treatment of seizures, and lidocaine
for the treatment of cardiac arrhythmias.  Meridian's nerve gas
antidote, morphine, and diazepam auto-injector products are
presently sold exclusively to the U.S. Department of Defense
pursuant to an Industrial Base Maintenance Contract, U.S. allied
foreign governments, and federal, state and local government
agencies in the U.S. for use by first line emergency responders.  
An Abbreviated New Drug Application for DiaJect(R), Meridian's
diazepam filled auto-injector, is now pending with the U.S. Food
and Drug Administration.  Once approved, King plans to market
DiaJect(R) to primary care physicians through King's dedicated
U.S. field sales force as the only adjunctive injectible
therapy, outside of a hospital setting, for the emergency
treatment of status epilepticus and severe recurrent convulsive
seizures associated with epilepsy.

Commenting on opportunities for growth, Kyle P. Macione,
President of King, said, "With this acquisition, King is well
positioned to take advantage of large and growing initiatives in
homeland security by providing nerve gas antidotes to first
responders under the Metropolitan Medical Response System.  
Furthermore, King plans to employ its established infrastructure
and regulatory experience to seek FDA approval of pediatric and
adult formulations of a nerve gas antidote utilizing Meridian's
patented dual chambered auto-injector and injection process,
with patent protection extending to 2010.  We believe the
commercial availability of such approved formulations of this
product represents a unique opportunity which is critically
important to our society in light of the current uncertain
environment in which we live."

Meridian previously reported that revenues totaled $82.4 million
and net income equaled $9.3 million for the fiscal year ended
July 31, 2002.

James R. Lattanzi, Chief Financial Officer of King, added,
"After the merger, we believe we can create synergies that
enhance the profitability of Meridian's core business.  These
synergies include the consolidation of Meridian's manufacturing
processes into King's existing manufacturing facilities."

The boards of directors of both companies have approved
unanimously the terms of the agreement.  King will finance the
acquisition out of the Company's available cash.  Closing of the
transaction is subject to approval by the holders of a majority
of the outstanding common stock of Meridian, appropriate
governmental approval, and other customary conditions, and is
expected to be completed before the end of January 2003.

Commenting on the current market for acquisitions in the
pharmaceutical industry, Mr. Gregory said, "The market for
acquisitions is presently very strong.  Moreover, King is
currently involved in serious discussions with respect to
numerous additional potential acquisition opportunities."  Mr.
Gregory added, "Our Company is well positioned to continue the
successful execution of our proven acquisition growth strategies
with over $1 billion in cash and available capacity under our
revolving credit facility remaining after taking into account
the total consideration King expects to pay in connection with
this transaction."

Credit Suisse First Boston acted as financial advisor to King
and Gerard Klauer Mattison & Co., acted as financial advisor to
Meridian.

King, headquartered in Bristol, Tennessee, is a vertically
integrated pharmaceutical company that manufactures, markets,
and sells primarily branded prescription pharmaceutical
products.  King, an S&P 500 Index company, seeks to capitalize
on opportunities in the pharmaceutical industry created by cost
containment initiatives and consolidation among large global
pharmaceutical companies.  King's strategy is to acquire branded
pharmaceutical products and to increase their sales by focused
promotion and marketing and through product life cycle
management.

Meridian Medical Technologies, a specialty pharmaceuticals
company, is a world leader in sales of auto-injector drug
delivery systems.  Meridian develops health care products
designed to save lives, reduce health care costs and improve
quality of life.


KMART CORP: Targets Emergence from Chapter 11 by July 2003
----------------------------------------------------------
Kmart Corporation (NYSE: KM) reaffirmed its commitment to a
"fast-track reorganization" with the objective of emerging from
chapter 11 court protection by July 2003.  Kmart also reported
that its comparable store sales trend improved significantly in
September and the first half of October, aided by successful
promotions and store initiatives.

                    Fast-Track Reorganization

Under a timeline reviewed last week with its Board of Directors
and the three independent statutory committees in its chapter 11
reorganization case, Kmart expects to complete a comprehensive
five-year business plan by year-end. Thereafter, the Company
also intends to file a proposed plan of reorganization and
disclosure statement with the U.S. Bankruptcy Court for the
Northern District of Illinois on or before February 24, 2003.  
As previously reported, the Court has extended the period in
which Kmart has the exclusive right to file a plan of
reorganization through February 28, 2003.

"We have provided a timeline to our Board and statutory
committees that provides for Kmart to emerge from chapter 11
protection as early as the first half of 2003," said James B.
Adamson, Kmart chairman and chief executive officer.  "This
timeline is aggressive and will require a lot of hard work in a
relatively short period of time, but should be doable.  I have
always believed that this Company should not remain under court
protection a day longer than necessary, and Kmart's management
team is focused on achieving the operational, financial and
legal objectives that must be met for the Company to conclude
its reorganization.  I am as confident as ever that Kmart can
emerge from chapter 11 as a strong and viable competitor with a
clearly defined niche in the discount retail sector."

                      Sales Improvement

In its monthly operating report for the four weeks ended
September 25, 2002, which was filed today with the Court and the
Securities and Exchange Commission, Kmart reported that its
comparable store sales in September declined 6.9 percent from
the same period a year ago.  This represents an improvement of
five percentage points from Kmart's comparable store sales in
August.  Since its Chapter 11 filing in January 2002, Kmart's
monthly comparable store sales decline has averaged
approximately 11 percent.

"We have been very pleased with the Company's recent same-store
sales trend, which is showing continued improvement in the first
half of October," said Julian Day, Kmart president and chief
operating officer.  "We believe the improved trend has been
aided by the success of our 'Have To Have It' promotions in the
Chicago and Detroit markets and by the progress we have made in
staying in-stock in high volume and advertised merchandise.  
Unlike the rest of the chain, sales at stores in these two
markets were flat or positive against last year.  While we have
continued work to do toward achieving positive same-store sales,
our experience in Detroit and Chicago suggests we have the
ability to impact sales positively and this program is being
launched in other major markets.  Our rejuvenated associates are
working hard to improve the shopping experience and our
customers are giving us another chance."

In a recent test in the Chicago market, managers at 10 Kmart
stores were given more autonomy to order and replenish high-
volume merchandise, as well as merchandise featured in the
Company's weekly sales circulars.  Sales at these stores were
approximately 10 to 12 percent better than the chain during the
test period, with better inventory turns and margins than the
Company average.

Day continued, "A key component of our operating plan has been
to use promotions aggressively to win back customers we lost
after the chapter 11 filing.  At the same time, however, we
continue to focus on opportunities to improve gross margin and
reduce cost."

                         Liquidity Update

In its monthly operating report, Kmart reported that it had
availability under its debtor-in-possession (DIP) facility of
approximately $1.5 billion as of September 25, 2002.  The
Company's net loss for September was $176 million.

"We appreciate the continued strong support of our vendors as we
continue to build inventory for the holiday selling season,"
said Al Koch, Chief Financial Officer.  "Our liquidity continues
to be better than our internal projections and we believe we
have planned prudently for the holiday season. We are very
excited about our marketing and merchandising strategy for
Christmas, which includes the launch of the new Martha Stewart
Everyday Holiday collection and the continued rollout of the JOE
BOXER brand -- the most successful launch in the Company's
history."

Kmart Corporation is a mass merchandising company that serves
America with more than 1,800 Kmart and Kmart SuperCenter retail
outlets.  Kmart in 2001 had sales of $36 billion.

Kmart Corp.'s 8.20% bonds due 2003 (KM03USR3), DebtTraders
reports, are trading at 17 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KM03USR3for  
real-time bond pricing.


LAIDLAW INC: Second Amended Plan Tinkers with Class 5 Claims
------------------------------------------------------------
Laidlaw Inc.'s Second Amended Plan of Reorganization provides
for subdivision of Class 5 claims.  The classification of other
claims remains the same.

Garry M. Graber, Esq., at Hodgson Russ LLP, reports that the all
provisions citing Class 5 in the Debtors' August 6, 2002 Amended
Plan has been modified and changed to Class 5A in the Second
Amended Plan of Reorganization to provide for a new class of
claims.  Accordingly, the Second Amended Plan subdivides Class 5
into two classes:

Class 5A: Prepetition Noteholder Claims, which will be allowed
          for all purposes relating to the Reorganization Cases
          in the aggregate amount of $2,252,642,267, without
          offset, defense or counterclaim.  These claims will
          not be subject to any subordination or
          re-characterization under the Bankruptcy Code or
          applicable non-bankruptcy law.

Class 5B: 1995 Noteholder Claims are allowed for all purposes
          relating to the Reorganization Cases in the aggregate
          amount of $93,362,961 without offset, defense or
          counterclaim.  These claims are not subject to any
          subordination or re-characterization under the
          Bankruptcy Code or applicable non-bankruptcy law.

"Each holder of an Allowed Claim in Classes 4, 5A and 6 will
receive Pro Rata share of up to $950,000,000 in cash, any excess
cash and all of the Distributable New Common Stock less the
number of shares of New Common Stock to be distributed to
holders of Allowed 1995 Noteholder Claims, it being understood
that the term loan portion of the Exit financing Facility will
not be less than $875,000,000, after giving effect to the Excess
Cash Reduction," Mr. Graber explains.

The term loan portion is further subject to reduction to reflect
the aggregate amount of any cash received by New LINC, after
deducting underwriting discounts or commissions and other
customary offering expenses, from the offer and sale of senior
subordinated notes of New LINC to qualified institutional
investors on or prior to the Effective Date.  Mr. Graber
emphasizes that that the Exit proceeds will not be less than
$875,000,000, in any event.  The holders of Allowed Claims in
Classes 4 and 5A will receive Pro Rata shares of the Guaranty
Coverage Dispute Settlement Distribution.

Additionally, Mr. Graber says, the holders of Allowed 1995
Noteholder claims will receive Pro Rata shares of $35,875,444 in
cash and a number of shares of New Common Stock, therefore
recovering an 87.5% of the Face Amount of their claims.  Any
distribution of Excess Cash will result in a dollar-for-dollar
reduction of up to $75,000,000 in the aggregate principal amount
of New LINC's post-Effective Date indebtedness.  In the event of
any Excess Cash Reduction, the Debtors will reduce the term loan
portion of the Exit financing Facility, subject to the
$75,000,000 aggregate cap.

For the purposes of calculating the estimated percentage
recovery for Classes 4, 5A, 5B and 6:

  -- the value of the Distributable New Common Stock to be
     received by holders of Allowed Claims in those classes has
     been estimated based on the assumed aggregate shareholders'
     equity value of New LINC at the Effective Date.  The
     realizable value of the New Common stock received will
     differ from the assumed value, and the difference may be
     material; and

  -- no value has been attributed to the Disputed Claims,
     including without limitation, any alleged Claim against the
     Debtors by Raygar Environmental Systems International, Inc.
     or any Priority Tax Claim.

To illustrate, under the revised treatment of Classes 4, 5A, 5B,
and 6 from the Plan:

  (a) Class 4 Claims are impaired.  On the Effective Date,
      holders of Allowed Unsecured Bank Debt Claims will
      receive a Pro Rata share of $88,000,000 in Cash.  In
      addition, on the Effective Date, each holder of an
      Allowed Unsecured Bank Debt Claim will receive a Pro Rata
      share, measured according to the Adjusted Amount of
      Allowed Claims in Classes 4 and 5A and the aggregate
      amount of Allowed Claims in Class 6, as estimated by the
      Bankruptcy Court in the Class 6 Estimation Order,
      collectively, of:

        (i) Excess Cash,

       (ii) the Exit Proceeds less 35,875,444; and

      (iii) the Distributable New Common Stock less the  number
            of shares of New Common stock to be distributed to
            be distributed to holders of Allowed Claims in Class
            5B;

  (b) Class 5A Claims are impaired.  On the Effective Date,
      holders of Allowed Prepetition Noteholder Claims will
      receive a Pro Rata share of $22,000,000 in Cash.  In
      addition, on the Effective Date, holders of Allowed
      Prepetition Noteholder Claims will receive a Pro Rata
      share, measured according to the Adjusted Amount of
      Allowed Claims in Classes 4 and 5A and the aggregate
      amount of Allowed Claims in Class 6, as estimated by the
      Bankruptcy Court in the Class 6 Estimation Order,
      collectively, of:

        (i) Excess Cash,

       (ii) the Exit Proceeds less 35,875,444; and

      (iii) the Distributable New Common Stock less the  number
            of shares of New Common stock to be distributed to
            be distributed to holders of Allowed Claims in Class
            5B;

  (c) Class 5B are impaired.  On the effective date, holders of
      Allowed 1995 Noteholder Claims will receive Pro Rata
      shares of $35,875,444 in cash and a number of shares of
      New Common Stock so that holders of Allowed Claims in
      Class 5B will recover a total of 87.5% of the Face Amount
      of the Claims.  The number of shares of New Common Stock
      distributed to the holders of Allowed 1995 Noteholder
      Claims will be based on the reorganization equity value
      set forth in the Disclosure Statement; and

  (d) Class 6 Claims are impaired.  On the Effective Date,
      holders of Allowed General Unsecured Claims will receive
      a Pro Rata share, measured according to the Adjusted
      Amount of Allowed Claims in Classes 4 and 5A and the
      aggregate amount of Allowed Claims in Class 6, as
      estimated by the Bankruptcy Court in the Class 6
      Estimation Order, collectively, of:

        (i) Excess Cash,

       (ii) the Exit Proceeds less 35,875,444; and

      (iii) the Distributable New Common Stock less the  number
            of shares of New Common stock to be distributed to
            be distributed to holders of Allowed Claims in Class
            5B.

Accordingly, each Class will be entitled to:

                                      Entitled    Projected
Class       Description               to Vote      Recovery
-----       ----------------          --------     ---------
  -         Administrative              no          100%
            Claim

Class 1     Secured Claims              no          100%

Class 2     Priority Claims             no          100%

Class 3     Unsecured Trade             no          100%
            Debt Claims

Class 4     Unsecured Bank              yes          65.2%
            Debt Claims

Class 5A    Prepetition Noteholder      yes          63.1%
            Claims

Class 5B    1995 Noteholder Claims      yes          87.5%

Class 6     General Unsecured           yes          62.7%
            Claims

Class 7     Intercompany Claims         no            0

Class 8     Penalty Claims              no            0

Class 9A    Subordinated Debtholder     no            0
            Claims

Class 9B    LINC Old Stock Interests    no            0
            Subordinated Stockholder
            Claims
            Subordinated Safety-Kleen   no            0
            Claims

Class 10    Other Interests             no         reinstated

For purposes of computations of Claim amounts, administrative
and other expenses and for similar computational purposes, the
Effective Date is assumed to occur on November 25, 2002.  There
can be no assurance, however, when or if the Effective Date will
actually occur.

Pursuant to the Second Amended Plan, the Debtors also suggest
that requests for the payment of Administrative Claims must be
aptly filed, no later than 30 days after the Effective Date.
Otherwise, the Claimants are forever barred from asserting the
Administrative Claims or the claims are deemed discharged as of
Effective Date.  The Debtors also modified the deadline for
filing objections to the payment requests to:

    -- 120 days after the Effective Date of the Plan; or

    -- 90 days after the filing of the applicable request for
       payment of Administrative Claims.

The Debtors originally set a longer objection deadline of 150
days after the Effective Date. (Laidlaw Bankruptcy News, Issue
No. 25; Bankruptcy Creditors' Service, Inc., 609/392-0900)  


LARSCOM INC: Nasdaq Okays Listing Transfer to SmallCap Market
-------------------------------------------------------------
Larscom Incorporated (Nasdaq:LARS), a leading provider of
integrated WAN and Internet access solutions, announced third-
quarter financial results for the period ended September 30,
2002.

The Company reported revenues of $5,342,000 for the third
quarter of 2002 compared to $10,375,000 for the third quarter of
2001. The Company's net loss for the third quarter of 2002 was
$1,520,000, compared to a net loss of $1,278,000 for the third
quarter of 2001. For the full nine months of 2002, the Company
reported revenues of $18,887,000 and a net loss of $2,656,000.
That compares to $33,861,000 in revenues and a net loss of
$29,236,000 for the first nine months of 2001. This quarter, the
Company reported revenue for WorldCom as it invoiced them.

"Reductions in carrier spending and network over-capacity
continue to plague the telecommunications industry," said Daniel
Scharre, Larscom's president and CEO. "Because of these trends,
we have restructured our organization eliminating 14 positions,
mainly from our Milpitas facility, bringing our total workforce
to 91 people. We do not expect this action to impact our
emphasis on new product development."

The Company expects to record a restructuring charge in the
fourth quarter of approximately $200,000 for the workforce
reduction.

Scharre added, "The uncertainty in both the telecommunications
industry and the U.S. economy means we will continue to manage
our expenses carefully. We ended the quarter with no debt and
cash, cash equivalents and short-term investments of
$20,444,000."

Larscom's application to transfer from the Nasdaq National
Market to the SmallCap Market was approved. The move comes after
the Company failed to meet Nasdaq National Market's requirements
for minimum bid price and market value of publicly held shares.
The transfer will become effective as of the commencement of
trading on October 23, 2002. Larscom will maintain the symbol
LARS on the SmallCap Market and investors will continue to have
ready access to quotes and information on Larscom's shares.

Larscom Incorporated develops, manufactures and markets high-
speed wide area network and Internet access equipment. The
Company's customers include major carriers, Internet service
providers, Fortune 500 companies and government agencies
worldwide. Larscom's headquarters are at 1845 McCandless Drive,
Milpitas, California 95035. Additional information can be found
at http://www.larscom.com


LTV CORP: Asks Court to Fix Bar Date for All but Steel Debtor
-------------------------------------------------------------
The LTV Corporation and its debtor-affiliates, represented by
David G. Heiman, Esq., Heather Lennox, Esq., and Nicholas M.
Miller, Esq., at Jones Day Reavis & Pogue, in Cleveland, ask the
Court for an order:

(1) establishing the general bar date by which all entities must
    file proofs of claim related to claims against all Debtors
    in these Chapter 11 cases other than Debtor LTV Steel
    Company, Inc.;

(2) establishing the date by which proofs of claim relating to
    the Affected Debtors' rejection of  executory contracts or
    unexpired leases must be filed in these Chapter 11 cases;

(3) establishing the date by which entities must file proofs of
    claim in these cases as a result of the Affected Debtors'
    amendment of their schedules of assets and liabilities; and

(4) approving the form and manner of notice of the Bar Dates.

Mr. Miller explains that in order for the Affected Debtors to
complete the reorganization process and make distributions under
any plan or plans of reorganization confirmed in these cases,
they must obtain complete and accurate information regarding the
nature, validity and amount of all claims that will be asserted
in these Chapter 11 cases.

                      The General Bar Date

Rule 3003(c)(3) of the Federal Rules of Bankruptcy Procedure
requires that the Court fix a time within which proofs of claim
must be filed. The Affected Debtors anticipate that as soon as
this Motion is approved, they will serve on all known entities
holding potential prepetition claims notice of the bar dates and
a proof of claim form. The Debtors ask Judge Bodoh to establish
the General Bar Date to be a date that is no fewer than 45 days
after service of the notices and proof of claim forms.

The General Bar Date would be the date by which all entities
holding prepetition claims, including governmental units, must
file proofs of claim against the Affected Debtors -- excluding
LTV Steel.

                       The Rejection Bar Date

The Affected Debtors anticipate that certain entities may assert
claims in connection with their rejection of executory contracts
and unexpired leases.  The Affected Debtors propose that, for
any claim relating to a rejection of an executory contract or
unexpired lease that is approved by the Court prior to
confirmation of the applicable Affected Debtor's plan of
reorganization, the Rejection Bar Date for such a claim will be
the later of:

(a) the General Bar Date; and

(b) 30 days after the date of the Rejection Order or the
    effective date of the rejection if such rejection has
    occurred under the APP Order or the effective date of
    the rejection if the rejection has occurred under the
    APP Order.

                   The Amended Schedule Bar Date

The Affected Debtors further propose that they will retain the
right to:

(a) dispute, or assert offsets or defenses against, any filed
    claim or any claim listed or reflected in the Schedules as
    to nature, amount, liability, classification or otherwise;
    and

(b) subsequently designate any claim as disputed, contingent or
    unliquidated; provided, however, that if an Affected Debtor
    amends its Schedules to reduce the undisputed, non-
    contingent and liquidated amount, or to change the nature or
    classification of a claim against the Affected Debtor, the
    affected claimant will have until the Amended Schedule Bar
    Date to file a proof of claim or to amend any previously
    filed proof of claim in respect of the amended scheduled
    claim.

Accordingly, the Affected Debtors ask the Court to establish the
Amended Schedule Bar Date as the later of:

     (1) the General Bar Date, and

     (2) 30 days after the date tat notice of the applicable
         amendment to the Schedules is served on the claimant.

           Entities Not Required to File Proofs of Claim
                      By The General Bar Date

The Affected Debtors propose that these claimholders, whose
claims would otherwise be subject to the General Bar Date, need
not file proofs of claim:

(a) any entity that holds a prepetition claim against Debtor LTV
    Steel;

(b) any entity that already has properly filed a proof of claim
    against one or more of the Affected Debtors;

(c) any entity:

    -- whose claim against an Affected Debtor is not listed as
       disputed, contingent or unliquidated in the Schedules,
       and

    -- that agrees with the nature, classification and amount
       of its claim as identified in the Schedules;

(d) any entity whose claim against an Affected Debtor previously
    has been allowed by, or paid under, an order of the Court;

(e) any of the Debtors that hold claims against one or more of
    the other Debtors; and

(f) any entity whose claim against an Affected Debtor is limited
    exclusively to a claim for the repayment by the applicable
    Affected Debtor of principal, interest and other applicable
    fees and charged or any amount constituting a debt claim on
    or under:

    -- 8.2% senior notes due 2007;

    -- 11-3/4% senior notes due 2009; or

    -- the indentures in respect of either of the foregoing;
       provided, however, that:

       (1) the indenture trustee under the indentures will
           be required to file proofs of claim on account of
           debt claims on or under the applicable debt
           instruments on or before the General Bar Date;

       (2) any holder of the 2007 notes or the 2009 notes
           that wishes to assert a claim arising out of or
           relating to a debt instrument, other than a debt
           claim, will be required to file a proof of claim
           on or before the General Bar Date, unless another
           exception applies.

             No Requirement to File Proofs of Interest

The Affected Debtors propose that any entity holding an interest
in any Affected Debtor, which interest is based exclusively on
the ownership of common or preferred stock in a corporation or
warrants or rights to purchase, sell or subscribe to such a
security or interest, need not file a proof of interest on or
before the General Bar Date; provided, however, that interest
holders that wish to assert claims against any of the Affected
Debtors that arise out of or relate to the ownership or purchase
of an interest, including claims arising out of or relating to
the sale, issuance or distribution of an interest, must file
proofs of claim on or before the General Bar Date, unless
another exception applies.

              Effect of Failure to File Proof of Claim

The Affected Debtors propose that any entity that is required to
file a proof of claim, but that fails to do so by the applicable
Bar Date, should be forever barred, estopped and enjoined from:

(a) asserting any claim against the Affected Debtors that the
    entity has that:

    -- is in an amount that exceeds the amount, if any, that
       is identified in the Schedules on behalf of such entity
       as undisputed, non-contingent, and liquidated, or

    -- is of a different nature or a different classification
       than any claim identified in the Schedules on behalf
       of such entity; or

(b) voting on, or receiving distributions under, any plan or
    plans of reorganization in these Chapter 11 cases (other
    than a plan for LTV Steel) with respect to an Unscheduled
    Claim. (LTV Bankruptcy News, Issue No. 38; Bankruptcy
    Creditors' Service, Inc., 609/392-00900)


MIRANT: S&P Cuts Corporate Credit & Senior Secured Ratings to BB
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured ratings on energy merchant Mirant Corp.,
and its subsidiaries to 'BB' from 'BBB-', and its preferred
stock rating to 'B' from 'BB'. The outlook is negative.

Atlanta, Georgia-based Mirant and its subsidiaries have about
$10.7 billion in outstanding debt (including lease-related
debt), and $2.2 billion in cash (including cash balances in Asia
of about $400 million that are restricted from distribution.).
Mirant is among the largest suppliers of electric power and the
largest marketers of natural gas in the U.S.

"The rating action follows Standard & Poor's expectation that
Mirant's probable financial performance in the next two to three
years will not support an investment-grade rating and,
furthermore, that the combination of depressed power prices,
high leverage, and weakening liquidity suggest the potential for
greater financial uncertainty," said Standard & Poor's credit
analyst Terry Pratt.

Dependence on an asset sale strategy to support liquidity, weak
trading fundamentals, some uncertainty surrounding Mirant's
accounting issues and practices, and potential liabilities
resulting from legal proceedings indicate a negative outlook.
Favorable developments on all of these challenges are required
to move the outlook to stable. The ratings could fall further if
Mirant's liquidity position weakens to the point that its
ability to meet near-term obligations is in jeopardy.

Standard & Poor's assigns the same ratings to Mirant, Mirant
Americas Generation Inc., Mirant Americas Energy Marketing L.P.,
and Mirant Mid-Atlantic LLC, given the lack of bankruptcy-remote
structures between the entities and the intermingled cash flow
operations.

Mirant is among the world's largest competitive energy developer
and providers. Mirant owns or controls 22,184 MW of electricity
generation capacity in the U.S., the Caribbean, Latin America,
and Asia.

Mirant Corp.'s 7.9% bonds due 2009 (MIR09USA1) are trading at 47
cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=MIR09USA1for  
real-time bond pricing.


NATIONAL STEEL: Court Allows Set-Off Claims with Metal Building
---------------------------------------------------------------
National Steel Corporation, and its debtor-affiliates obtained
approval from the U.S. Bankruptcy Court for the Northern
District of Illinois (Eastern Division) of their agreement with
Metal Building Components to modify the automatic stay for the
limited purpose of entering a setoff of amounts owed to each
other.

To recall, prior to the Petition Date the Debtors and Metal
Building entered into a series of agreements wherein Metal
Building performed processing services for the Debtors and the
Debtors in turn sold steel to Metal Building. As of the Petition
Date, the Debtors owed Metal Building $4,590,784 while Metal
Building owed the Debtors $4,996,154. (National Steel Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


NATIONAL WATERWORKS: S&P Rates Corporate Credit Rating at BB-
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its double-'B'-minus
corporate credit rating to Waco, Texas-based National Waterworks
Inc.  At the same time, Standard & Poor's assigned its  double-
'B'-minus rating to the company's new $325 million senior
secured bank credit facility. Additionally, Standard & Poor's
assigned its single-'B' rating to the company's proposed $200
million senior subordinated notes due 2012, which is being
issued under SEC Rule 144A with registration rights. The outlook
is stable.

Proceeds from the transaction will be used to purchase the
assets of US Filter Distribution Group Inc. (the new company
will be named National Waterworks Inc.), a subsidiary of Vivendi
Environment S.A., for $660 million, which includes transaction
costs.

"The ratings reflect the company's average business position,
its aggressive financial profile, and fair liquidity," said
Standard & Poor's credit analyst Eric Ballantine.

The U.S. waterworks transmission products market is
approximately $6 billion in size and is highly fragmented and
modestly cyclical. As a result of the deteriorating water system
infrastructure in the U.S., the waterworks market is expected to
continue to grow modestly over the intermediate term. Industry
consolation is expected to continue and is driven by the trend
for distributors that can provide a full range of product
offerings and can offer additional value added services to its
customers, such as project management services.

With annual sales of about $1.1 billion, NWI is the largest
distributor of water products used to build and repair water
transmission systems in North America. A well-established
network of more than 140 branches in 35 states, broad product
offering, a diverse customer base including both municipalities
and contractors, and a fully integrated IT system (which
provides the company with detailed customer and inventory
information), are all considered strengths for the company. NWI
is expected to continue to focus on improving operating
performance, by leveraging its national presence and
strengthening its working capital management.      

Pro forma for the closing of the transaction, NWI will be
aggressive leveraged with total debt to EBITDA of 4.9 times. In
the near term, the company is expected to generate a moderate
amount of free cash flow, which is expected to be used for debt
repayment and very modest capital expenditures. Longer term, the
company may pursue niche acquisitions, to broaden its geographic
reach and expand the customer base.  Acquisitions are expected
to be funded with a mix of free cash flow and external
financing, including an equity component with meaningful
transactions. In the intermediate term, total debt to EBITDA is
expected in the 4x to 5x range while EBITDA to interest coverage
of 2.5x is anticipated.

Fair industry fundamentals and solid cash generation limit
downside ratings risk. The company's aggressive financial
profile and modest financial flexibility restrict upside ratings
potential.


NDC AUTOMATION: Continues Exploring Sources of New Financing
------------------------------------------------------------
NDC Automation Inc., receives virtually all of its revenues from
the sale of hardware, software and engineering services in
connection with projects incorporating its Automated Guided
Vehicle control technology. In prior years the Company's net
revenues from AGV systems, vehicles and technology were derived
primarily from sales to customers serving a limited number of
industries -- automotive, food and paper, textiles and newspaper
publishing. The Company's results of operations can be expected
to continue to depend substantially upon the capital expenditure
levels in those industries and in other industries that it may
enter.

Due to the long sales cycle involved, uncertainties in timing of
projects, and the large dollar amount a typical project usually
bears to the Company's historical and current quarterly and
annual net revenues, the Company has experienced, and can be
expected to continue to experience, substantial fluctuations in
its quarterly and annual results of operations.

The Company sells its products and services primarily in two
ways. Vehicles, technology and other products and services may
be sold in a "project" that becomes an integrated AGV system.
The other way is to sell hardware, software and services as
standard items, with less involvement by the Company in
overall system design. The Company generally would recognize
lower net revenue but would realize a higher gross profit margin
percentage in selling standard items, in each case compared to
the sale of a project, due to the inclusion in project sales of
other vendors' products and services with margins generally
lower than the Company's own products and services. Between any
given accounting periods, the levels of and mixture of standard
item sales and project sales can cause considerable variance in
net revenues, gross profit, gross profit margin, operating
income and net income.

                  Quarter ended August 31, 2002
          compared to the Quarter Ended August 31, 2001

Net revenues decreased by $152,089, or 11.5%, from $1,319,630 in
the earlier period to $1,167,541 in the latter period. The
decrease is primarily due to the decreased project AGV system
sales compared to the prior year.

Cost of goods sold decreased from $892,958 to $806,398, or 9.7%,
due primarily to lower revenues. As a percentage of net
revenues, cost of goods sold increased to 69.1% compared to
67.7% in 2001. Gross profit decreased by $65,529, or 15.4%, from
$426,672 to $361,143, while gross profit as a percentage of net
revenues decreased to 30.9% from 32.3%.

Selling expenses decreased from $139,444 to $97,767, or 29.9%,
primarily due to lower personnel and travel expenses compared to
the prior year. General and administrative expenses decreased
from $315,576 to $253,023, or 19.8%, compared to the prior year
due to across the board reductions. As a percentage of net
revenues, general and administrative expenses decreased from
23.9% to 21.7%. The Company continued to invest in the
development of new products to expand its product line in the
current quarter while limited investments were made in the
comparable quarter in 2001.

Primarily as a result of the foregoing, operating loss increased
by $10,612 from an operating loss of $35,298 in the earlier
period to an operating loss of $45,910 in the latter period.

The Company had a net loss of $49,788 in the three months ended
2002 compared to a net loss of $49,775 in same period of 2001.

                 Nine Months Ended August 31, 2002
           compared to Nine Months Ended August 31, 2001

Net revenues decreased by $878,932, or 21.0%, from $4,189,687,
in the earlier period to $3,310,755 in the latter period. The
decrease is primarily due to the decreased project AGV system
sales and aftermarket revenues compared to the prior year.

Cost of goods sold decreased from $2,581,470 to $2,290,589, or
11.3%, due primarily to lower revenues in the current year
compared to the prior year. As a percentage of net revenues,
cost of goods sold increased from 61.6% to 69.2% due to lower
margins on product sales. Gross profit decreased by $588,051, or
36.6%, from $1,608,217 to $1,020,166, while gross profit as a
percentage of net revenues decreased from 38.4% to 30.8%.

The Company closed on the sale of its land and building in March
2001 for $1,600,000 and realized a gain of $581,023 after
deducting moving expenses of approximately $30,000. In the new
location, the Company combined all its operations for testing,
development, manufacturing and distribution to improve its
operating efficiencies. The Company had no such sale in 2002.  
Primarily due to the income from the sale of the land and
building in 2001 and lower gross profit in 2002, offset in part
by lower general and administrative expenses, the Company's net
income decreased by $976,818 from a net income of $653,576 in
the nine months ended 2001 to a net loss of $323,242 in the same
period of 2002.

The Company has been operating under adverse liquidity
conditions due to an equity deficit and negative working
capital. The accounts payable balance to Netzler & Dahlgren at
August 31, 2002 was approximately $180,000. In 2001, the
Company's receivables were pledged to Netzler & Dahlgren to
secure a note receivable from the Company, such note having a
principal balance of $51,948 at August 31, 2002, in exchange for
the security interest previously held by Netzler & Dahlgren in
the office property. Such pledge is to remain in place until the
N & D note is paid in full.

Netzler & Dahlgren has indicated to the Company that Netzler &
Dahlgren's financial exposure to the Company must be reduced by
timely payment of the N & D note. To ensure prompt payments, the
Company must remain profitable or raise additional equity and/or
debt to refinance the N & D note. In the first quarter of 2002,
the Company began paying vendors on a deferred basis to meet its
obligation to Netzler & Dahlgren on the note payable and retain
its license agreement. During the second quarter, the Company
continued to pay vendors on a deferred basis and could not meet
its obligations on the note payable to Netzler & Dahlgren. On
July 1, 2002 Netzler & Dahlgren agreed on extending the maturity
date of the N & D note to November 30, 2002 with interest
accruing at nine percent. The principal amount of the note is
payable in consecutive monthly principal payments of 121,730
Swedish Krona which started July 31, 2002, or approximately
US$12,206 depending on the exchange rate at time of payment,
plus interest with a final payment installment of 243,460
Swedish Krona on November 30, 2002, or approximately $24,411
depending on the exchange rate at time of payment, plus
interest. The Company met its obligations on the N & D note in
the third quarter. If the Company is unable to satisfy these
payment terms with Netzler & Dahlgren, it risks termination of
its license agreement with Netzler & Dahlgren.

There are no assurances that the deficiency in the cash flow
will not continue. The Company continues exploring the
possibility of raising additional equity capital or subordinated
debt, either directly or possibly through a business
combination, in order to improve its financial position and have
the working capital to address potential growth opportunities.
There can be no assurances that the Company will be successful
in regaining its profitability or raising the additional capital
or subordinated debt that may be necessary for the Company's
operations. There is substantial doubt about the Company's
ability to continue as a going concern if the Company is not
able to improve its working capital and liquidity.


NEON COMMUNICATIONS: Committee Signs-Up Saul Ewing as Co-Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of NEON
Communications, Inc., and NEON Optica, Inc., asks the U.S.
Bankruptcy Court for the District of Delaware for permission to
retain Saul Ewing LLP as its co-counsel in the Debtors' chapter
11 cases, nunc pro tunc to August 22, 2002.

The attorneys and paralegals presently designated to represent
the Committee and their current standard hourly rates are:

     Norman L. Pernick      partner                 $450
     Mark Minuti            partner                 $365
     Domenic E. Pacitti     partner                 $375
     Donald J. Detweiler    special counsel         $275
     Tara L. Lattomus       associate               $260
     Jeremy W. Ryan         associate               $250
     Annmarie Stergakos     law clerk               $130
     Jason E. Kittinger     paralegal               $115
     Veronica Parker        case management clerk)  $ 65

The professional services that Saul Ewing will render to the
Committee include:

  a) providing legal advice with respect to the Committee's
     rights, powers and duties in these cases;

  b) preparing on behalf of the Committee all necessary
     applications, answers, responses, objections, forms of
     orders, reports and other legal papers;

  c) representing the Committee in any and all matters involving
     contests with the Debtors, alleged secured creditors, and
     other third parties;

  d) assisting the Committee in its investigation and analysis
     of the Debtors and the operations of the Debtors'
     businesses; and

  e) performing all other legal services for the Committee which
     may be necessary and proper in these proceedings.

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.


NETIA HOLDINGS: Resolves Claims Disputes with Dissenting Parties
----------------------------------------------------------------
Netia Holdings S.A., (WSE: NET) Poland's largest alternative
provider of fixed-line telecommunications services (in terms of
value of generated revenues), announced that on October 21,
2002, Netia and certain of its Polish subsidiaries entered into
an agreement with parties who had formally objected to the
restructuring of the Polish Netia Companies previously agreed to
by more than 95% of the Company's creditors in the arrangement
proceedings for the Company approved by the District Court for
the City of Warsaw.

According to the Agreement, the parties will mutually release
each other from any claims they may have relating to the
restructuring of the Polish Netia Companies and their Dutch
affiliates and to the Company's investment account in the United
States. In consideration of such releases and the Dissenting
Parties' agreement to withdraw with prejudice their appeals
and/or litigation in Poland and the United States, and to forego
any prospective litigation, claims or objections against the
Netia Group in any jurisdiction, the Dissenting Parties will be
paid upon the conclusion of the restructuring of the Netia Group
a sum of $4.1 million inclusive of the Dissenting Parties' joint
legal and other expenses and have agreed to be treated as all
other similar creditors in the restructuring. The Company has
obtained the requisite regulatory approvals for the Agreement
under Polish law. The Company believes that the Agreement will
facilitate the consummation of the restructuring to the benefit
of all the Netia Group's customers and stakeholders.

Netia Holdings SA's 13.50% bonds due 2009 (NETH09NLN2) are
trading at 17 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NETH09NLN2
for real-time bond pricing.


NII HOLDINGS: UST Balks at Crossroad's Interim Fee Application
--------------------------------------------------------------
Donald F. Walton, Acting United States Trustee for Region 3
objects to the Fee Application of Crossroads, LLC, as Financial
Advisors to the Official Committee of Unsecured Creditors of NII
Holdings, Inc., for the period from June 20, 2002 through July
31, 2002.

The UST objects to the application because:

  a. Crossroads seeks to be compensated for the attendance of
     multiple personnel at internal/external meetings and the
     participation of multiple personnel on conference calls
     with the Official Committee of Unsecured Creditors, counsel
     to the Committee, and other parties. The UST asserts that
     Crossroads' allocation of resources to such tasks was
     unreasonable in several instances.

  b. Crossroads' time entries do not clearly tie analysis of
     certain documents to its financial advisory function in
     several instances.

  c. Crossroads seeks to be compensated at its regular hourly
     rates for time spent by personnel performing
     paraprofessional tasks that do not require financial
     advisory expertise.

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.


NOBLE CHINA: Special Shareholders' Meeting Set for Nov. 12, 2002
----------------------------------------------------------------
Noble China Inc., has called a meeting of Shareholders for
November 12, 2002, to elect new directors. This follows the
announcement in July by the existing directors that they
intended to resign within 60 days and the resignation of one
director, Bernard Pouliot, on September 19, 2002.

As previously announced, Noble requested nominees for the new
board and received nine nominees for the three positions. All
nine nominees are listed in the management proxy circular being
mailed to shareholders in respect of the meetings.

The remaining two directors and Noble made an application to the
Ontario Superior Court of Justice for directions in connection
with the meeting. The Order and the rules for the conduct of the
election of directors at the meeting are included in the
management proxy circular.

                       *   *   *

As reported in the May 30, 2002 edition of the Troubled Company
Reporter, Noble China continues to face serious liquidity
concerns in ongoing funding for its corporate operations and
interest on its 9% Convertible Subordinated Debentures. The
Company failed to pay the interest due on the Debentures on May
31, 2002.


NORTEL: Wins China Unicom's $280M CDMA2000 1X Wireless Contracts
----------------------------------------------------------------
Nortel Networks (NYSE:NT) (TSX:NT.) flagship manufacturing joint
venture company in the People's Republic of China, Guangdong
Nortel Telecommunications Equipment Ltd., signed a series of
contracts collectively estimated at approximately US$280 million
to supply China Unicom with CDMA2000 1X digital wireless network
infrastructure equipment.

Nortel Networks Univity CDMA2000 1X equipment will be used to
expand China Unicom's CDMA (code division multiple access)
network capacity in the provinces of Zhejiang, Shandong,
Heilongjiang, Henan, and Jiangxi, and in Chongqing municipality.
These expansions are expected to be complete within one year.

Nortel Networks Univity solutions will help China Unicom to
improve spectrum efficiency and reduce costs. They will also
position China Unicom to migrate to an all IP (Internet
Protocol) packetized network.

"We are honored to be selected by China Unicom for these
significant projects," said Pascal Debon, president, Wireless
Networks, Nortel Networks, "and appreciative of the instrumental
role the United States government has played in promotion of
CDMA technology in China."

"We continue to work closely with China Unicom and other global
service providers to deploy Wireless Data Networks that can help
position them to drive reduced operating costs, protect capital
investments, and drive profits from the growing demand for
advanced communication services," Debon said. "We are proud of
the market share gains we are making in China, and look forward
to sharing in China Unicom's continued success in this important
market."

The contracts were announced Monday at a ceremonial signing in
New York City between Debon and Yang Xianzu, chairman, China
Unicom. The signing was witnessed by Donald Evans, U.S.
Secretary of Commerce, and Zeng Peiyan, chairman, China's State
Development Planning Commission.

With a collective population of 387 million people, the five
provinces and one municipality covered in the contracts
represent 26.2 percent of China's population and 30.6 percent of
its gross domestic product.

Nortel Networks and China Unicom have a strong history of
working together. In May 2001, China Unicom awarded Guangdong
Nortel Telecommunications Equipment Ltd., an estimated US$275
million in contracts to supply CDMA equipment. These networks
have been in operation since early 2002.

Nortel Networks recently outlined its new Wireless Data Networks
strategy and a new wireless brand -- Univity. Based on
packetized voice, all-IP (Internet Protocol) networking, and
more spectrally efficient access technologies, this strategy
aims to address the industry's changing business needs for
migration to next generation technologies, and to reduce the
cost of transmitting network traffic by as much as ten-fold.

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

DebtTraders says that Nortel Networks Corp.'s 7.4% bonds due
2006 (NT06CAR2) are trading at 36 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NT06CAR2for  
real-time bond pricing.


OSI PORTFOLIO: S&P Cuts Loan Collector Ranking to Below Average
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its Loan Collector
ranking on OSI Portfolio Services Inc., a wholly owned
subsidiary of Outsourcing Solutions Inc., to BELOW AVERAGE from
ABOVE AVERAGE. The Outlook is Negative.

The lowered ranking is based on the financial position of
Outsourcing Solutions Inc., whose long-term counterparty credit
rating was lowered to double-'C' from single-'B' on Oct. 18,
2002.

As a result, OSI is also removed from Standard & Poor's Select
Servicer list.

Standard & Poor's will continue to closely monitor the
situation.


OVERHILL CORP: Spun-Off Unit's Nine-Month Revenues Drop 14.8%
-------------------------------------------------------------
Following the spin-off from Overhill Corporation, Overhill
Farms, Inc., is a separate independent public company. There is
no current public trading market for the Overhill Farms, Inc.,
common stock. Overhill Farms, Inc.'s common stock has been
approved for listing on the American Stock Exchange under the
symbol "OFI."

Overhill Farms, Inc., is a value-added manufacturer of quality
frozen food products including entrees, plated meals, meal
components, soups, sauces, poultry, meat and fish specialties.
It provides custom prepared foods to a number of prominent
customers such as Albertson's, Jenny Craig, Carl's Jr., Jack in
the Box, Panda Express, Schwan's and King's Hawaiian as well as
most domestic airlines, including American Airlines, United
Airlines and Delta Airlines. It manufactures products in the
retail and foodservice areas with branded and private label
entrees and components. Historically, it has served four
industries: airlines, weight loss, foodservice and retail.
Revenue for the fiscal year ended September 30, 2001 was $162.2
million, compared to $145.4 million for the fiscal year ended
October 1, 2000. Operating income was $9.5 million and $10.8
million in the fiscal years ended September 30, 2001 and October
1, 2000, respectively. Revenue and operating income for the nine
month period ended June 30, 2002 were $101.9 million and $5.3
million, respectively, compared to revenue and operating income
of $119.6 million and $7.3 million, respectively, for the nine
month period ended July 1, 2001.

In May 1995, the Company acquired all of the operating assets of
IBM Foods, Inc., for $31.3 million plus the assumption of
certain liabilities of the acquired business. While the
Company's business is nationwide, its headquarters are located
in Vernon, California, and it has facilities throughout Southern
California.  During August 2000, the Company purchased the
operating assets and trademarks of the Chicago Brothers food
operations from a subsidiary of Schwan's Sales Enterprises,
Inc., for $4.2 million, consisting of cash of $3.3 million and a
note from Overhill Farms payable to the seller for $900,000.

After a strategic review initiated in fiscal year 2001, Overhill
Corporation concluded that Overhill Farms would be able to grow
faster and be a stronger competitor as a separate company. As a
separate company, Overhill Farms believes that it will be better
able to focus on its own strategic priorities and will have more
efficient access to the financial markets than it could as part
of Overhill Corporation.  

For the nine months ended June 30, 2002, Overhill Farms net
revenues decreased $17,658,000 (14.8%) to $101,928,000 as
compared to $119,586,000 for the nine months ended July 1, 2001.
This revenue decrease is substantially all the result of a
decrease in airline sales during the period of approximately
40%.

The tragic events of September 11, 2001 have significantly
impacted Company sales to airline-related customers. Though the
long-term effect of these events on the airline industry,
airline revenues, and on its business in particular, cannot be
accurately determined at this time, Overhill Farms is estimating
that sales to airline-related customers in fiscal 2002 will
decrease by 35% to 40% from 2001 levels.

Gross profit for the nine months ended June 30, 2002 decreased
$5,394,000 to $16,182,000 from $21,576,000 for the nine months
ended July 1, 2001. Gross profit as a percentage of net revenues
for the nine months ended June 30, 2002 was 15.9% compared to
18.0% in the comparable prior period.

The Company has begun to consolidate certain of its home office,
manufacturing and warehousing, product development, and
marketing and quality control facilities into a single location.
Though it is currently in the process of implementing various
stages of this plan, management believes that when the plan is
fully implemented, the Company should expect to achieve
significant operating efficiencies as well as a reduction of its
dependence on outside cold storage facilities.

The Company's net income for the nine-month period ended June
30, 2002 amounted to $683,000 as compared to $1,645,000 for the
nine-month period ended July 1, 2001.

At June 30, 2002, Overhill Corporation's balance sheets show
that its total current liabilities eclipsed its total current
assets by about $24 million.


OWENS CORNING: Asks Court to Approve 22 Settlement Agreements
-------------------------------------------------------------
Owens Corning and its debtor-affiliates once engaged the
beleaguered energy trading firm Enron and its related entities
to construct energy-savings projects in certain of Exide's
plants and facilities.  As part of its construction efforts,
Enron retained a number of contractors and subcontractors to
provide much of the actual construction-related services.

J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, relates that when Enron filed its Chapter 11
proceeding in December 2001, many of the contractors and
subcontractors were owed substantial funds.  About 31 of these
entities filed mechanics' liens against the Debtors' facilities
on account of $3,970,000 in asserted claims.

The Debtors, Ms. Stickles continues, exerted significant efforts
to analyze the validity of the mechanics' lien claims and
negotiate a consensual resolution of each.  To date, around 22
settlement agreements have been reached with the mechanics' lien
claimants.

By this motion, the Debtors ask the Court to approve the
settlement agreements in an omnibus manner.

Ms. Stickles explains that the settlement agreements are basic
letter agreements under which the claimants agree to accept a
significantly discounted payment of their mechanics' liens
claims.  In return for discounted payments, the claimants are
obligated to file a release of all liens asserted by them or
their subcontractors, subsidiaries, subcontractors, agents and
materialmen.

The total amount to be paid under the settlement agreements is
$3,110,825, exclusive of interest and asserted costs and fees:

                Claimant                         Amount
               -----------                      --------
               Honeywell/Amarillo               $57,400
               Honeywell/Waxahachie             214,450
               Honeywell/Santa Clara            257,135
               Fluoresco                         86,890
               Phelps                            10,753
               Heatec                            76,315
               Action                           419,003
               Wesco                             38,123
               AAA Electric                       5,372
               Gartner and Assoc Limbach        607,943
               O&M                              228,607
               Applied Energy Management        589,453
               AD Jacobsen                       53,878
               Thermal Transfer                 101,757
               Lighting Management Controls       5,750
               Missouri Valley Contractors      226,225
                                            ------------
               Total                         $3,110,825

Ms. Stickles asserts that the settlement agreements should be
approved because they represent very favorable resolutions of
the claims and permit the Debtors to realize substantial savings
of the principal amount claimed.  If the Debtors did not enter
into the settlement agreements, the mechanics' liens would
continue to operate as liens against certain of their facilities
and would be entitled to accrued interest as well as costs and
fees. (Owens Corning Bankruptcy News, Issue No. 39; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


PACIFIC BIOMETRICS: Grant Thornton Expresses Going Concern Doubt
----------------------------------------------------------------
Pacific Biometrics, Inc., was incorporated in Delaware in May
1996. PBI was formed in connection with the acquisition of
BioQuant, Inc., a Michigan corporation, and Pacific Biometrics,
Inc., a Washington corporation. On June 28, 1996, the Company
completed two mergers whereby BioQuant and PBI-WA became wholly
owned subsidiaries of the Company in separate stock-for-stock
exchange transactions. The Company had 32 employees as of June
30, 2002. The Company's principal executive offices are located
at 220 West Harrison Street, Seattle, Washington 98119.

PBI provides specialty reference laboratory services to the
pharmaceutical and diagnostics industries. The Company had
previously been engaged in the development and commercialization
of non-invasive technologies for use in diagnostics to improve
the detection and management of chronic diseases, which
commercialization efforts have been terminated due to the
Company's inability to obtain FDA approval for its
OsteoPatch(TM) product and lack of necessary funding. The
Company has developed two patented platform technologies that
permit the use of sweat and saliva as diagnostic fluids.

The Company has various debts and claims that need to be
settled. These include: amounts owed to various consultants,
vendors and suppliers not related to the Seattle laboratory
operation of approximately $650,000; amounts relating to the
laboratory of approximately $1,100,000; obligations assumed in
connection with the Saigene transaction of approximately
$850,000; and a potential liability, disputed by Pacific
Biometrics, of approximately $2,200,000 related to the
OsteoPatch(TM) technology. The Company will attempt to settle
these debts with cash, stock, and other assets, if possible.
There can be no assurance that ite will be successful in these
negotiations and may have to seek protection from creditors
under the bankruptcy laws. As a consequence, it is unlikely that
investors will receive any return on their investment in Pacific
Biometrics Inc.

As of June 30, 2002, the Company had an accumulated deficit
since inception of $22,552,187, which included a one-time charge
of $6,373,884 for the value of purchased research and
development expenses relating to the Company's merger with
BioQuant and a one-time charge of $428,368 relating to a prior
merger involving PBI-WA in 1995.

In its Auditors Report on the financial condition of Pacific
Biometrics Inc., the auditors in Grant Thornton LLP's, Irvine,
California office, under date of October 1, 2002, states:  
"[T]he Company has experienced significant losses from
operations in prior years and has experienced cash flow
shortages. Additionally, the Company has reported deficiencies
in working capital and stockholders' equity. The Company also
has significant amounts of debt that are past due as of June 30,
2002. These matters raise substantial doubt about the Company's
ability to continue as a going concern."


PEGASUS ACQUISITION: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Pegasus Acquisition Corp. I, et al.
             aka Pegasus
             1801 E. Camelback Road
             Suite 104
             Phoenix, Arizona 85016

Bankruptcy Case No.: 02-13088

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Florida Acquisition I Corp.                02-13089
     Lilly's Jewelers 2001, Inc.                02-13090
     Michigan Acquisition Corp. I               02-13091

Chapter 11 Petition Date: October 21, 2002

Court: District of Delaware (Delaware)

Debtors' Counsel: Frederick B. Rosner, Esq.
                  Jaspen Schlesinger Hoffman LLP
                  1201 North Orange Street
                  Suite 1001
                  Wilmington, DE 19801
                  302-351-8000
                  Fax : 302-351-8010

                             Estimated Assets   Estimated Debts
                             ----------------   ---------------   
Pegasus Acquisition          $1 to $10 Mill.    $1 to $10 Mill.
Florida Acquisition          $500K to 1MM       $500K to 1MM
Lilly's Jewelers             $1 to $10 Mill.    $1 to $10 Mill.
Michigan Acquisition         $100K to $500K     $100K to $500K

A. Pegasus' 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
ADT Security                                            $6,820

California Gold Center                                  $2,275

Camelback Colonnade Associates                          $6,754

Camelot Bridal                                          $1,079

Central Reserve Life Insurance                          $1,712

D. G. Jewelry, Inc.                                 $2,402,949
1001 Petrolia Road
Toronto, Ontario Canada M3J 2X7

Eschelon Telecom, Inc.                                    $274

Goldstein Diamonds                                     $16,166

Gunther Mele                                            $2,273

HL Manufacturing, Inc.                                    $956

Joshua Collins                                            $539

LID                                                   $312,526
20 West 47th Street
New York, NY 10036

Maricopa County Treasurer                                 $272

Mervyns Plaza                                           $2,542

Quality Gold                                              $643

R & B Gems                                                $753

SRP                                                       $284

Seiko Corporation of America                           $56,003

Shipp Ltd.                                              $2,171

The Promenade                                           $5,929

B. Florida Acquisition's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
ADT Security                                              $226

Abacus R&I                                                $125

Baby Gold Jewelry                                         $512

City Of Coral Springs                                     $867

Colibri Corp. Of America                                $3,538

Coral-CS Ltd. Associates                                $7,722

D. G. Jewelry Inc.                                    $760,858
1001 Petrolia Road
Toronto, Ontario Canada M3J 2X7

Fredrick Goldman, Inc.                                  $4,715
154 West 14th Street
New York, NY 10011

Gunther Mele                                              $520

HL Manufacturing, Inc.                                  $1,467

LID                                                       $100

Markowitz Jewelry Co.                                   $5,056

National Box & Display                                     $86

Orogrande/Florida Division                              $4,561

R & B Gems Marketing Inc.                               $1,010

S & W Computers                                           $225

Seiko Corporation Of America                           $18,566

Stuller                                                   $256

The Hartford                                              $554

The Mine Shaft Inc.                                        $99

C. Lily's Jewelers' 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Allen's Jewelry Services                                $1,828

Coventry Health & Lift                                  $6,696

Crown American Crossroad, LLC                           $8,089

D. G. Jewelry                                       $2,612,646
1001 Petrolia Road
Toronto, Ontario Canada M3J 2X7

Forest City Management, Inc.                            $9,861

Gem Platinum Mfg.                                       $3,000

Gunther Mele                                            $3,147

Harry Jaffett & Company                                 $1,966

Hearts On Fire Company                                 $45,030

Joseph Ofner                                            $1,528

Kanawha Mall, LLC                                       $5,360

LID                                                   $359,491
20 West 47th Street
New York, NY 10036

Morgantown Mall Associates, LP                          $8,021

R & B Gems Marketing Inc.                               $3,936

Seiko Corporation Of America                          $117,474

State Tax Department                                   $10,237

Stuller                                                 $2,921

THF-D Charleston Development, LLC                       $2,950

Verizon                                                 $2,542

W9/MLM Real Estate, LP                                  $5,034

D. Michigan Acquisition's 9 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
ADP, Inc.                                                 $101

D. G. Jewelry, Inc.                                   $452,775
1001 Petrolia Road
Toronto, Ontario Canda M3J 2X7

Gunther Mele                                              $487

LID                                                       $100

Pine Beach Communications                                 $246

Prime Retail                                            $4,829

R & B Gems Marketing Inc.                               $1,848

Seiko Corporation Of America                           $18,483

Stuller                                                    $49


PEGASUS COMM: Will Not Pay Quarterly Dividend on 6.5% Preferreds
----------------------------------------------------------------
Pegasus Communications Corporation (NASDAQ:PGTV) is not
declaring the quarterly dividend payable October 31, 2002 with
respect to its 6.50% Series C Convertible Preferred Stock.

In accordance with the terms of the Series C Preferred Stock's
Certificate of Designation, the declaration and payment of the
dividend is subject to the discretion of the Company's Board of
Directors. Pursuant to the Certificate of Designation, unpaid
dividends accumulate without interest.

Pegasus Communications Corporation provides digital satellite
television to rural households throughout the United States. We
are the 10th largest pay television company in the United States
and the only publicly traded cable or satellite company
exclusively focused on service to rural and underserved areas.
Pegasus owns and/or operates television stations affiliated with
CBS, FOX, UPN and The WB networks.


PG&E NATIONAL ENERGY: Lenders Extend Credit Facility to Nov. 14
---------------------------------------------------------------
PG&E National Energy Group, Inc., said that a syndicate of 16
lenders extended the maturity date of its revolving credit
facility from Oct. 21, 2002 to Nov. 14, 2002.  PG&E National
Energy Group, Inc., is a wholly owned subsidiary PG&E
Corporation (NYSE: PCG).

Terms and conditions include reducing the lenders' commitments
under the 364-day part of the facility and a two-year part of
the facility to the amounts outstanding, precluding PG&E
National Energy Group from making any payment for certain
projects under construction, and changing the interest payment
schedule from quarterly to monthly.

As previously reported in filings with the U.S. Securities and
Exchange Commission, PG&E National Energy Group continues to
explore options to raise cash and reduce the company's
indebtedness and ongoing guarantee and working capital
requirements.  These options include, but are not limited to,
sales of assets and businesses, debt restructuring and
reorganization of existing assets.

This is the second extension for the company. The original
maturity date was Aug. 22, 2002. The administrative agent for
the 16-bank syndicate is J.P. Morgan Chase Bank.

Headquartered in Bethesda, Md., PG&E National Energy Group
develops, builds, owns and operates electric generating and
natural gas pipeline facilities and provides energy trading,
marketing and risk-management services.


QSERVE COMMS: Trustee Gets Go-Signal to Hire Accounting Clerk
-------------------------------------------------------------
George T. Johnson, the acting Interim Chapter 7 Trustee of
qServe Communications, Inc., obtained a stamp of approval from
the U.S. Bankruptcy Court for the Western District of Missouri
to hire an accounting clerk.

The Trustee relates that his previously Court-approved
Accountant, Mary Roach, was heavily involved in winding down the
branch and Corporate operating and accounting activities and in
the process of closing the company books and records for
preparation of necessary reports and schedules required by the
Court and United States Trustee.  Ms. Roach has other employment
opportunities and has limited time in which she can devote to
completing final wrap-up tasks, schedules and reports.  

Ms. Holly Ruehter, a former qServe accounting and human resource
specialist, has the requisite skills and knowledge of the
company systems to assist the Trustee in gathering information
necessary to complete final wrap-up tasks and prepare conversion
schedules and research financial and accounting information
necessary to support the administration of the remaining estate
assets.

The Trustee believes that Ms. Ruehter has the appropriate
accounting and knowledge skills required by the case. She was
employed as accounting and human research specialist up to the
date of the conversion to Chapter 7 and assisted in wrap-up
activities to date.  Ms. Ruehter will bill the estate $50 per
hour for her services.

qServe Communications, Inc., filed for chapter 11 protection on
June 21, 2002 and was later converted under chapter 7
Liquidation proceeding of the Bankruptcy Code. When the Company
filed for protection from its creditors, it listed an estimated
debt of over $10 million. Frank Wendt, Esq., at Niewald, Waldeck
& Brown serves as Counsel to the Chapter 7 Trustee.


REGAL ENTERTAINMENT: Posts Improved Financial Performance for Q3
----------------------------------------------------------------
Regal Entertainment Group (NYSE:RGC), a leading motion picture
exhibitor owning and operating the largest theatre circuit in
the United States under the Regal Cinemas, United Artists
Theatres and Edwards Theatres brands, announced third quarter
2002 results on both a combined historical and pro forma
combined basis as described herein.

Pro forma combined revenue for the quarter ended September 26,
2002 totaled $571.5 million, a 3.2% increase over the third
quarter of 2001. Pro forma combined net income increased 10% to
$37.3 million in the third quarter of 2002 compared to $33.9
million in the comparable quarter of 2001 and pro forma combined
earnings per diluted share, excluding merger and restructuring
expenses (net of related tax effect), increased 16% to $0.29 for
the third quarter of 2002 compared to $0.25 during the third
quarter of 2001. Pro forma combined earnings before interest,
taxes, depreciation & amortization (EBITDA) and before merger
and restructuring expenses increased 10.0% to $119.4 million and
represented a pro forma EBITDA margin of 20.9%.

Combined historical revenue for the quarter ended September 26,
2002 totaled $571.5 million compared to $158.7 million in the
comparable quarter of 2001. Combined historical net income for
the third quarter of 2002 was $36.1 million compared to $6.1
million in the comparable quarter of 2001 and combined
historical earnings per diluted share for the third quarter of
2002 were $0.27 compared to $0.32 during the comparable quarter
of 2001. Combined historical EBITDA before merger and
restructuring expenses and combined historical cash flows from
operations totaled $119.4 million and $63.2 million respectively
for the quarter ended September 26, 2002. The historical
combined operating results for the 2001 periods reflect the
operations of United Artists Theatre Group and exclude the
operating results of Regal Cinemas Corporation and Edwards
Theatres. Amounts attributable to equity interests owned by
other parties are reflected as minority interest.

Regal also announced that its Board of Directors has declared
the Company's first cash dividend of $0.15 per Class A and Class
B common share, payable on December 13, 2002, to stockholders of
record on November 26, 2002. The Company intends to pay a
regular quarterly dividend for the foreseeable future at the
discretion of the Board of Directors dependent on available
cash, anticipated cash needs, overall financial condition, loan
agreement restrictions, future prospects for earnings and cash
flows as well as other relevant factors.

"Regal is pleased to report strong third quarter results with
growth in pro forma revenues and EBITDA during a period of
minimal industry box office growth," stated Mike Campbell, CEO
of Regal Entertainment Group's theatre operations and Co-CEO of
Regal Entertainment Group. "During the quarter we amended our
credit agreement, which significantly lowered our interest
expense, resulted in the repayment of $38 million in term debt
and provided the financial platform to support our strategy,"
Campbell continued. "We are confident in our ability to execute
our growth strategy and maintain a conservative capital
structure while providing additional value to shareholders in
the form of a regular cash dividend," Campbell stated.

Regal CineMedia, a subsidiary of Regal Entertainment Group,
continues to make significant progress executing its business
development and growth strategy. Kurt Hall, Chief Executive
Officer of Regal CineMedia and Co-CEO of Regal Entertainment
Group stated: "I am very pleased with our progress. We have
built a high quality management and support team, we are
deploying our digital distribution network ahead of schedule and
under budget, and as evidenced by our recently announced
relationships with NBC and Microsoft, we have begun to create
the type of marketing, promotion and business training
relationships that are needed to deliver on the promise of
incremental growth for REG's shareholders."

Regal Entertainment Group (NYSE:RGC) is the largest motion
picture exhibitor in the world. Our theatre circuit, comprising
Regal Cinemas, United Artists Theatres and Edwards Theatres,
operates 5,711 screens in 530 locations in 36 states. Our
geographically diverse circuit represents over 20% of domestic
box office receipts and includes theatres in 41 of the top 50
U.S. Designated Market Areas as well as prime locations in
growing suburban markets. We believe that the size, reach and
quality of our theatre circuit provides our patrons with a
convenient and exceptional movie-going experience.

                         *    *    *

As previously reported, Standard & Poor's assigned its double-
'B'-minus corporate credit rating to motion picture exhibitor
Regal Entertainment Group. REG was recently formed to
consolidate the ownership of Regal Cinemas Inc., United Artists
Theatres Co., and Edwards Theatres Inc.

Standard & Poor's noted that its ratings on the new entity are
analyzed on a consolidated basis to reflect the closer business
and financial ties between these companies. As a result, the
corporate credit rating on Regal Cinemas Inc., is being raised
to double-'B'-minus from single-'B'-plus to reflect the improved
credit profile of the consolidated entity. United Artists and
Edwards are unrated. The outlook is stable.


REPUBLIC WESTERN: S&P Slashes Financial Strength Rating to Bpi
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty
credit and financial strength ratings on Republic Western
Insurance Co., and Oxford Life Insurance Co., to single-'Bpi'
from triple-'Bpi'. At the same time, Standard & Poor's lowered
its counterparty credit and financial strength ratings on
Christian Fidelity Life Insurance Co.. and North American
Insurance Co.. to single-'Bpi' from double-'Bpi'.

Standard & Poor's also said that it subsequently withdrew these
ratings because of the ongoing uncertainty of the financial
situation of AMERCO, the parent company of these insurance
entities.

These rating actions follow AMERCO's recent announcement that it
has temporarily suspended payments on its $100 million Series
1997-C bond-backed asset trust certificates. As a result,
Standard & Poor's lowered its corporate credit rating on AMERCO
to 'SD' on Oct. 16, 2002.


SPECIAL METALS: Expands Asia Pacific Marketing Operations
---------------------------------------------------------
Special Metals Corporation (OTC: SMCXQ) announced the extension
of its Asia Pacific marketing operation based in Singapore and
Hong Kong with the opening of two new sales offices in China.
One of the new sales offices will be located in the capital city
of Beijing and the other in Shanghai, the commercial center of
China.

Commenting on the development, Special Metals' President T.
Grant John said, "Overall, China has a forecast of 7.4% growth
in 2003. Despite turmoil in other countries' economies, China
has achieved 7.9% growth in the first nine months of 2002 and is
on plan for better than 7.8% for the year.

"The additional offices will greatly enhance our ability to
efficiently serve the region and increase our market share in
this exciting and rapidly expanding market. China is now a major
global player in a number of industries where Special Metals'
products provide the material solutions for applications with
strongly aggressive operating conditions where high temperature
and corrosive environments are encountered. These include the
chemical, aerospace, petrochemical industries and white goods
manufacture. Heavy investment has been made in China to support
these industries and our new commercial arrangements will enable
us to participate fully in these key market sectors."

Special Metals is the world's largest and most-diversified
producer of high-performance nickel-based alloys. Its specialty
metals are used in some of the world's most technically
demanding industries and applications, including: aerospace,
power generation, chemical processing, and oil exploration.
Through its 10 U.S. and European production facilities and a
global distribution network, Special Metals supplies over 5,000
customers and every major world market for high performance
nickel-based alloys.

Special Metals filed for Chapter 11 Reorganization on March 27,
2002, in the U.S. Bankruptcy Court for the Eastern District of
Kentucky in Lexington.


SUNBLUSH TECH: Withdraws Listing From OFEX Effective October 18
---------------------------------------------------------------
The SunBlush Technologies Corporation, in accordance with its
announcement of September 23, 2002, is withdrawing its listing
from OFEX as of the close of business in London, Friday, October
18, 2002.

Shareholders will continue to be able to buy and sell the
Company's shares through the TSX Venture Exchange. The TSX
Venture Exchange -- http://www.tse.com-- is Canada's public  
venture capital marketplace. It is part of the TSX Group which
includes the Toronto Stock Exchange, TSX Markets and TSX
Datalinx. If you are not familiar with dealing on the TSX
Venture Exchange please consult your broker or financial
adviser, or contact the Company's Investor Relations Department.  

The SunBlush Technologies Corporation is the leading provider of
life extension technology to the high growth Fresh Produce and
Flower Industry and uses its technological leadership to pursue
licensing opportunities. The Company's patented technologies
naturally place produce in a state of hibernation while it is
being shipped, extends the shelf life of fresh produce, flowers,
and juices, thereby enabling economic distribution of premium
quality vine-ripened fruit and vegetables. The Company's network
of R&D relationships, which include the University of British
Columbia, French National Agronomic Research Institute (INRA),
Alimentec, CIRAD, Bar Ilan University, and the University of
Newcastle New South Wales, focuses on building features that
will appeal to SunBlush's customers in order to gain a
competitive edge in the marketplace.  The Company owns 50% of
Access Flower Trading Inc, a leading e-commerce provider of
North American floral product auctions and purchasing services.
The Company continues to pursue licensing opportunities through
the traditional grower/processor channels, and has also
identified the rapidly growing, emerging e-commerce marketplace
- for flowers, in particular - as a way of maximizing the
distribution for its technologies.

                         *   *   *

As reported in the August 6, 2002 issue of the Troubled Company
Reporter, SunBlush Technologies is currently examining a number
of restructuring options to maximize shareholder value and to
that end has obtained a secured credit facility from Solphen
Group Plc, a UK registered company. The maximum amount available
to SunBlush under the facility is 400,000 Pounds Sterling
(approximately C$992,000), with an interest rate of 10% per
annum. Drawings under the facility are repayable no later than
July 31, 2003.  


SUNSHINE PCS: Lynch Interactive Forgives $4 Mill. of Sub. Notes
---------------------------------------------------------------
Sunshine PCS Corporation (OTC: SUNPA) said that the Company and
Lynch Interactive Corporation have agreed that Lynch Interactive
will forgive $4.0 million of Sunshine's outstanding subordinated
notes, which totaled $18.5 million at September 30, 2002.

The remaining outstanding subordinated notes will be exchanged
for newly issued preferred stock having an aggregate liquidation
value of $14.5 million. The preferred stock will have no
dividends and will be redeemable at liquidation value upon
certain triggering events. Approximately $2 million in
liquidation value will be in the form of a convertible preferred
stock which will be convertible into non-voting common stock of
Sunshine at a conversion price of $1.00 per share. The exchange
is subject to obtaining Sunshine shareholder approval
authorizing the creation of the new series of preferred stock.

Sunshine is pleased to have reached this agreement with Lynch
Interactive, which will result in a substantially improved
Sunshine balance sheet.

At June 30, 2002, Sunshine's balance sheets showed a total
shareholders' equity deficit of about $15 million.

In its Form 10QSB filed with the Securities and Exchange
Commission on August 14, 2002, Sunshine's financial statements
were "prepared on a going-concern basis, which contemplates the
realization of assets and the satisfaction of liabilities
in the normal course of business and does not include any
adjustments to reflect the possible future effects on the  
recoverability and classification of assets and the  amounts and  
classifications of liabilities that may result from the possible
inability of Sunshine to continue as a going concern."


TIDEL TECHNOLOGIES: Gets First Orders for New Sentinel Product
--------------------------------------------------------------
Tidel Technologies, Inc., (Nasdaq: ATMS) received the first
orders for units of its recently introduced Sentinel cash
controller from the nationwide petroleum retailer and
convenience store operator who participated with the Company in
the development of the new product.  The initial purchase orders
cover more than 200 units that are expected to be delivered this
quarter with an aggregate sales price of approximately
$1.6 million.

Michael F. Hudson, Executive Vice President of Tidel, stated,
"We worked with this Fortune 100 company over the last year in
the development of this product, and are pleased to begin the
actual roll-out of Sentinel units into their outlets in several
U.S. markets.  Tidel is in discussions with this customer, who
markets products through approximately 17,000 retail outlets,
regarding additional orders for the Sentinel."

Hudson added, "Discussions are ongoing with other potential
customers for use of the Sentinel in their retail outlets.  In
that connection, we have agreed to provide a Sentinel unit to
another nationwide convenience store operator for testing and
evaluation."

Sentinel is an "intelligent" cash controller device designed
especially for multi-location retailers to improve efficiencies
in cash handling and reduce cash losses from theft and internal
shrinkage.

Tidel Technologies, Inc., is a manufacturer of automated teller
machines and cash security equipment designed for specialty
retail marketers.  To date, Tidel has sold more than 40,000
retail ATMs and 150,000 retail cash controllers in the U.S. and
36 other countries.  More information about the company and its
products may be found on the Internet at http://www.tidel.com  

As reported in Troubled Company Reporter's September 5, 2002
edition, Tidel renewed its senior revolving credit facility with
JP Morgan Chase until December 30, 2002.  The other terms of the
facility remained unchanged.

Tidel's June 30, 2002 balance sheet shows that its total current
liabilities exceeded its total current assets by about $4.4
million.


TRENWICK GROUP: S&P Places BB Credit Rating on Watch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its double-'B'
counterparty credit rating on Trenwick Group Ltd., and related
ratings on CreditWatch with negative implications in response to
a covenant breach under Trenwick's credit agreement amended and
restated as of Sept. 24, 2000, under which letters of credit in
the amount of $230 million are issued and outstanding in favor
of Lloyd's. The letters of credit expire on Dec. 31, 2005.

Unless renewed or replaced, Trenwick will no longer be able to
collateralize its capital requirements to continue operating at
Lloyds for the 2003 year of account. Should the letters of
credit be drawn down by Lloyds, repayment in full by Trenwick to
the banks would be due immediately. Under the events of default
to the agreement, the banks may also call for full
collateralization of the outstanding $230 million letters of
credit.

"Standard & Poor's expects to meet with management over the next
few weeks to resolve the CreditWatch status of the ratings,"
said Standard & Poor's credit analyst Karole Dill Barkley. "The
meetings will evaluate the status of the bank facility
renegotiation and cover the implication to Trenwick's liquidity,
business position, and future operating performance from the
covenant breach of the bank facility."

Following the review, Standard & Poor's expects that the ratings
could be affirmed or lowered materially.


TXU EUROPE: S&P Drops Rating to D Following Interest Non-Payment
----------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its long-term
corporate credit ratings on TXU Europe Ltd., and its subsidiary
The Energy Group Ltd., to 'D' from double-'C' after The Energy
Group failed to pay interest due on two bonds last week. The
debt ratings on the two affected bonds were also lowered to
'D' from double-'C'. At the same time, the ratings were removed
from CreditWatch with negative implications.

The rating action follows The Energy Group's failure to pay the
interest coupon on its two yankee bonds--the $200 million bonds
due 2017 and the $300 million bonds due 2027. The bonds are
guaranteed by TXU Europe There is a 30-day grace period to make
the payment, but under Standard & Poor's rating criteria, the
nonpayment constitutes an event of default.

TXU Europe faces a high risk of being placed in administration
in the short term. The company is investigating the possibility
of renegotiating contracts with its creditors, including
lenders, to reduce ongoing liabilities so that it can remain
operational. However, the break-up and sale of the business in
the very short term is more likely.


US AIRWAYS: Appoints IAM Representative to Board of Directors
-------------------------------------------------------------
US Airways Group, Inc., named Joseph J. Mantineo Sr., of the
International Association of Machinists to its board of
directors.  His appointment is effective immediately.

Mantineo, who served as District Lodge 141-M assistant general
chairman from 1991-1996 and retired in 1996 from US Airways as
an aircraft and powerplant mechanic, becomes the 14th member of
the board, and the second of three organized labor
representatives.

"As we move forward in our restructuring and reorganization, the
voice of our employees will be an integral part of US Airways'
decision making at the highest level.  We welcome the
perspective and contributions Joe will bring to our board," said
David Siegel, US Airways president and chief executive officer.

Mantineo's appointment follows the union's recently ratified
restructuring agreement with the company that includes a
provision for the IAM to select a representative.  He was
recommended by the IAM US Airways Information and Resource
Committee, which was accepted and forwarded to US Airways by IAM
International President Tom Buffenbarger.

An Air Force veteran, Mantineo joined Mohawk Airlines in Newark
in 1957 as a mechanic and was chairman of IAM Lodge 1445 for 30
years, and secretary/treasurer for 12 years.  He has been
involved in a number of contract negotiations and worked on the
mergers of Allegheny and Mohawk, USAir and PSA, and USAir and
Piedmont.  He resides in Whippany, N.J.

The IAM represents approximately 12,000 mechanic and related and
fleet service employees at US Airways.


U.S. INDUSTRIES: Extends Exchange Offer's Consent Date to Nov. 1
----------------------------------------------------------------
U. S. Industries, Inc., (NYSE:USI) has agreed with certain
bondholders to extend the Consent Date of the Exchange Offer for
its outstanding 7-1/8% Senior Notes due 2003 to 12:00 midnight,
New York City time, on November 1, 2002, the current Expiration
Date of the Exchange Offer, unless extended or terminated by
USI. As a result, USI will pay the consent payment as well as
the exchange offer consideration for all 2003 Notes validly
tendered (with concurrent consents) on or prior to November 1,
2002 that are accepted in the exchange offer.

The extension was requested to allow sufficient time for review
of the amended offering circular and the allocation of proceeds
from the SiTeco sale to the 2003 Notes. The offer to exchange
the 2003 Notes for cash (expected to approximate $109 million)
and 11-1/4% Senior Notes due 2005 was originally launched on
September 9, 2002 and extended on October 4, 2002. Pursuant to
the terms of the exchange offer, holders may withdraw their
tenders of 2003 Notes and revoke their consents prior to the
Expiration Date. As of October 18, 2002, approximately
$88,600,000 of the $250,000,000 principal amount outstanding of
the 2003 Notes have been deposited with the exchange agent for
exchange.

USI also said it expects to circulate a consent solicitation
statement and tender documents next week for USI's 7-1/4% Senior
Notes due 2006. USI plans to offer to purchase the 2006 Notes
equal to the cash in the collateral account (expected to
approximate $55 million) that secures the 2006 Notes. Holders of
the 2006 Notes are strongly advised to read the tender offer
materials regarding the tender offer for the 2006 Notes when
they become available because they will contain important
information, including all the terms and conditions of the
offer. Bondholders will be able to receive a copy of these
materials free of charge from USI when they become available.

The exchange offer is being made in reliance on the exemption
afforded by Section 3(a)(9) from the registration requirements
of the Securities Act of 1933, as amended. The exchange offer is
being made solely pursuant to the amended and restated offering
circular and consent solicitation statement dated September 9,
2002, as amended October 10, 2002 and related amended consent
and letter of transmittal. Investors and bondholders are
strongly advised to read both the amended and restated offering
circular and consent solicitation statement and related amended
consent and letter of transmittal, regarding the exchange offer
because they contain important information. USI will not pay or
give, directly or indirectly, any commission or remuneration to
any broker, dealer, salesman, agent or other person for
soliciting tenders in the exchange offer.

U.S. Industries owns several major businesses selling branded
bath and plumbing products, along with its consumer vacuum
cleaner company. The Company's principal brands include Jacuzzi,
Zurn, Sundance Spas, Eljer, and Rainbow Vacuum Cleaners.

                          *    *    *

As reported in Troubled Company Reporter's September 16, 2002
edition, Fitch lowered its rating on US Industries, Inc.'s
$250 million 7.125% senior secured notes to 'C' from 'B-'
following the company's announcement that it commenced an
exchange offer to exchange cash and notes with a higher interest
rate and longer maturity for all of its outstanding 7.125%
senior secured notes due October 15, 2003. The rating on the
7.125% senior secured notes remains on Rating Watch Negative as
it will be lowered to 'D' following the completion of the debt
exchange.


U.S. STEEL: Reports Improved Financial Results for Third Quarter
----------------------------------------------------------------
United States Steel Corporation (NYSE: X) reported third quarter
2002 adjusted net income of $103 million, significantly improved
from the adjusted net income of $17 million, reported in the
second quarter 2002 and the third quarter 2001 adjusted net loss
of $17 million.

In third quarter 2002, U. S. Steel reported net income of $106
million, including the effect of special items, which on an
after tax basis increased net income by $3 million. Second
quarter 2002 net income of $27 million, included special items,
which increased net income by $10 million. The third quarter
2001 net loss of $23 million, included special items, which in
total increased the net loss by $6 million.

The income tax provision in third quarter 2002 and the tax
benefit for the nine months reflect an estimated annual
effective tax benefit rate for 2002 of approximately 31 percent.

Third quarter 2002 income from operations before special items
was $135 million, substantially improved from income of $32
million in second quarter 2002 and a loss of $16 million in
third quarter 2001.

U. S. Steel Chairman, CEO and President Thomas J. Usher said,
"Our solid third quarter financial results were due largely to
higher realized prices for both our domestic and U. S. Steel
Kosice operations, continued strong shipments and operating
efficiencies. For the second consecutive quarter, our steel
production facilities operated at high levels with domestic and
USSK operations at 93.7 percent and 90.8 percent of capability,
respectively. Aggressive actions to reduce our costs are paying
off, and we're ahead of our $10-per-ton cost savings goal for
the year."

U. S. Steel's Flat-rolled segment recorded third quarter 2002
income from operations of $61 million, or $23 per ton. This was
a substantial improvement from the second quarter 2002 loss from
operations of $26 million, or $10 per ton, and the third quarter
2001 loss of $97 million, or $42 per ton. The average realized
price in third quarter 2002 was $428 per ton, up $26 per ton
from the second quarter and $34 per ton from the year-earlier
third quarter. Flat-rolled shipments for the third quarter held
at the 2.6 million net ton level of second quarter 2002 and were
up 12 percent from the 2.3 million net tons shipped in the 2001
third quarter.

The Tubular segment recorded income from operations of $4
million, or $19 per ton, versus income from operations of $6
million, or $28 per ton, in the second quarter, and $18 million,
or $78 per ton, in third quarter 2001. Tubular shipments of
216,000 net tons were in line with second quarter 2002
shipments, but down 7 percent compared to the 2001 third
quarter. The average realized price increased $27 per ton to
$663 per ton from the second quarter, primarily due to product
mix, but was down $15 per ton from third quarter last year.

The USSK segment recorded income from operations of $40 million,
or $40 per ton, for the quarter, compared with $26 million, or
$24 per ton, in the second quarter and $39 million, or $38 per
ton, in third quarter 2001. USSK's third quarter shipments
totaled 1.0 million net tons, versus 1.1 million net tons in the
2002 second quarter and 1.0 million net tons in the 2001 third
quarter. USSK's average realized steel price was $33 per ton
higher than in the 2002 second quarter and was up $34 per ton
from the 2001 third quarter. USSK's raw steel capability
utilization in the third quarter declined from the second
quarter rate primarily due to planned maintenance outages
scheduled to coincide with normal seasonal customer demand
patterns.

Units comprising U.S. Steel's Other Businesses recorded income
from operations of $30 million, compared with $26 million in the
second quarter and $24 million in third quarter 2001. For the
latest quarter, the coal, coke and iron ore units reported
income from operations of $17 million, up from $11 million and
$14 million in the second quarter 2002 and third quarter 2001,
respectively.

Available sources of liquidity at the end of the quarter were
$794 million, an increase of $79 million from the prior quarter
primarily due to improved operations.

Looking ahead, shipments for the Flat-rolled segment in the
fourth quarter are expected to decline moderately from third
quarter levels, particularly in hot-rolled sheet, reflecting
lower demand due to customer efforts to control inventories.
However, the fourth quarter average realized price is expected
to improve slightly from the third quarter due mainly to lower
hot-rolled shipments and higher participation of value-added
products, including electrogalvanized products from Double Eagle
Steel Coating Co., which resumed operations on September 10,
2002. For full-year 2002, Flat-rolled shipments are expected to
approximate 9.8 million net tons. Costs in the fourth quarter
will be negatively affected by two scheduled blast furnace
repair outages and higher prices for natural gas and scrap.

For the Tubular segment, fourth quarter shipments are projected
to be down versus the third quarter, and the average realized
price is expected to be slightly lower than in the third quarter
due mainly to product mix. Shipments for full-year 2002 are
expected to be approximately 800,000 net tons as a recovery in
North America drilling activity appears unlikely before next
year.

USSK's fourth quarter shipments are expected to be in line with
the third quarter, and shipments for the full year are projected
to be approximately 4.0 million net tons. USSK's average
realized price in the fourth quarter is expected to be above the
third quarter primarily as a result of a recently announced
price increase for most products.

An unfavorable pension settlement effect, currently estimated at
approximately $100 million (pretax), will be recognized in the
fourth quarter for the qualified non-union plan. This loss,
which is an accelerated recognition of deferred actuarial
effects, will be triggered by increased current year lump-sum
distributions due to the higher than expected number of normal
salaried retirements and last year's voluntary early retirement
program that was completed in June 2002. This settlement will
also require a remeasurement of the plan and, as a result,
pension expense in the fourth quarter is expected to increase by
approximately $15 million compared to the third quarter. Also,
as previously disclosed, U. S. Steel may record an additional
minimum pension liability in the fourth quarter for the
qualified plan for union employees (See Note 9 of Selected Notes
to Financial Statement).

U.S. Steel has signed a letter of intent to sell its raw
materials and transportation businesses to an entity formed by
affiliates of Apollo Management, L.P. The transaction is subject
to the negotiation of definitive agreements and other customary
conditions, including approvals from the board of directors,
lenders and regulatory agencies. The parties plan to reach
definitive agreements by year-end 2002 with closing expected to
follow in the first quarter of 2003.

Under terms of the letter of intent, it is anticipated that U.S.
Steel would receive approximately $500 million in cash and
retain about a 20 percent interest in the new company, with the
new company assuming all collective bargaining agreements,
certain employee benefit obligations and certain other
liabilities. U. S. Steel currently estimates the transaction
could result in a pre-tax loss of up to $300 million.

For more information about U. S. Steel visit
http://www.ussteel.com  

                          *   *   *

As reported in the August 12, 2002 edition of the Troubled
Company Reporter, Fitch Ratings affirmed the senior unsecured
long-term ratings of U.S. Steel at 'BB' and assigned a 'BB+'
rating to the company's senior secured revolver. The Rating
Outlook is Stable.


VENTAS INC: Executes Supplemental Senior Note Indentures  
--------------------------------------------------------
On October 11, 2002, Ventas, Inc., together with Ventas
Healthcare Properties, Inc., a newly formed, wholly owned direct
subsidiary of the Company, and certain of the Company's other
subsidiaries executed (i) a Supplemental Indenture relating to
the 8-3/4% Senior Notes due 2009 of Ventas Realty, Limited
Partnership and Ventas Capital Corporation, which supplements
the Indenture, dated April 17, 2002, between Ventas Realty and
Ventas Capital, as Issuers, the Company and Ventas LP Realty,
L.L.C., as Guarantors, and U.S. Bank National Association, as
Trustee; and (ii) a Supplemental Indenture relating to the 9%
Senior Notes due 2012 of Ventas Realty and Ventas Capital, which
supplements the Indenture dated April 17, 2002, between Ventas
Realty and Ventas Capital, as Issuers, the Company and Ventas
LLC, as Guarantors, and U.S. Bank National Association, as
Trustee.

Under each of the Indentures, the Company is required to cause
newly acquired or created subsidiaries to become Guarantors (as
such term is defined in the Indentures) of the Notes and to
cause such newly acquired or created subsidiaries to execute a
supplemental indenture, subject to certain exceptions.
Ventas Healthcare was incorporated on September 30, 2002 and the
Supplemental Indentures were executed in order to fulfill the
Company's obligations under the Indentures with respect to
Ventas Healthcare.

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.


VIALINK COMPANY: Robert N. Baker Discloses 7.5% Equity Stake
------------------------------------------------------------
Robert N. Baker, a member of the Board of Directors of viaLink
Company, beneficially owns, with sole voting and dispositive
powers 7,158,098 shares of the common stock of viaLink.  This
amount represents 7.5% of the outstanding common stock of the
Company.  The amount held includes 763,125 options and warrants.

The viaLink Company (Nasdaq: VLNK) is the leading provider of
data synchronization and advanced e-commerce services to the
retail food industry. The viaLink Partner Package is a suite of
services that use synchronized data to give trading partners
visibility into product movement through the supply chain and
enable collaborative business processes.

The company reported a total shareholders' equity deficit of
about $3 million as of March 31, 2002.


VISION METALS: Closes Sale of Assets to Michigan Seamless Tube
--------------------------------------------------------------
Michigan Seamless Tube LLC has closed the purchase of the assets
of the Michigan Specialty Tube Division of Vision Metals, Inc.,
pursuant to a Section 363 sale in the Delaware Bankruptcy Court.  
The sale was approved with no objections.  MSTube was formed by
Russell Maier, the former CEO of Republic Engineered Steels,
Inc., and Atlas Holdings FRM LLC to purchase the assets and to
restart the operations of MSTube.

Andrew Bursky, Managing Partner of Atlas commented, "We are very
pleased to have concluded our purchase of Michigan Specialty
Tube.  MSTube will begin life with no liabilities, substantial
cash balances and no bank debt which should give our customers
and suppliers a high level of confidence in our future."  He
also added, "The timing of the transaction is consistent with
our start-up plan.  We have been building a strong backlog of
orders and we will begin shipments in early December."

Russell Maier, CEO of MSTube, stated, "We are ready to begin
production with much of the same experienced workforce that was
in place prior to the bankruptcy.  The production equipment is
in great shape and we have been fine tuning it over the last few
weeks."  Mr. Maier also commented, "Our commitment is not just
to meet, but to exceed the historic standards of service and
product quality that customers have come to expect from Michigan
Seamless Tube."

MSTube is a highly specialized manufacturer of seamless
mechanical and pressure tube for demanding industrial
applications.  Seamless tubing produced by Michigan Seamless
Tube is available in carbon and alloy in a broad selection of
sizes and wall thickness.  MSTube recently received its
certification for ISO 9002 and QS-9000.

Michigan Seamless Tube is taking orders for shipments in
December 2002. Please call 800-521-8416 for more information.

Michigan Seamless Tube is a portfolio company of Atlas Holdings.  
Atlas Holdings is a private investment firm that brings together
its capital and industrial experience to acquire and to build
successful, long-term businesses.  Over the past twenty years,
the principals of Atlas Holdings have undertaken more than 300
transactions and, in partnership with capable management teams,
have built more than 40 companies in a variety of industries,
including basic manufacturing, industrial distribution and
services, financial services and media.  For more information on
Atlas Holdings please refer to its Web site at
http://www.atlasholdingsllc.com


VITESSE SEMICONDUCTOR: Fourth Quarter Net Loss Narrows to $18.7M
----------------------------------------------------------------
Vitesse Semiconductor Corporation (NASDAQ:VTSS) reported results
for the fourth quarter and fiscal year ended September 30, 2002.
Revenues in the fourth quarter of fiscal 2002 were $38.1
million, an increase of 2% from the $37.2 million in the fourth
quarter of fiscal 2001 and a decrease of 11% from the $43.0
million in the third quarter of fiscal 2002. For the year ended
September 30, 2002, revenues were $162.4 million, a 58% decrease
from the $384.1 million for the year ended September 30, 2001.

Pro forma net loss for the fourth quarter of fiscal 2002, which
excludes the amortization of intangible assets and deferred
compensation and various non-recurring charges, as well as an
extraordinary gain on the extinguishment of debt, was $18.7
million compared to pro forma net loss of $28.1 million in the
fourth quarter of fiscal 2001 and pro forma net loss of $20.6
million in the prior quarter. Pro forma net loss for the year
ended September 30, 2002 was $85.1 million, compared to pro
forma net income of $26.5 million for the prior year.

In the fourth quarter of fiscal 2002, in addition to the
amortization of intangible assets and deferred compensation, the
Company recorded a non-recurring restructuring charge in the
amount of $3.0 million in connection with a workforce reduction
which was initiated in July 2002. The Company also recorded a
charge of $5.0 million relating to the write-down of certain
long-term investments to fair value. Additionally, the Company
recorded an extraordinary gain on the extinguishment of debt,
net of taxes, of $30.0 million upon the repurchase of $190.1
million face value of its subordinated convertible debt for
$140.4 million in cash. As a result of the above, on a generally
accepted accounting principles (GAAP) basis, net income for the
fourth quarter of fiscal 2002 was $3.7 million. The GAAP net
loss for the year ended September 30, 2002 was $883.5 million.

Vitesse President and CEO, Lou Tomasetta, commented, "While top
line revenue growth is still challenging, I am pleased that we
have continued to grow our Enterprise, Ethernet and Storage
businesses. It is important to note that while our revenue has
been essentially flat for the last five quarters, the mix has
dramatically changed from long haul telecom (70% in Q4 2000) to
Enterprise/Storage (70% in Q4 2002). Our dependence on long haul
telecom is now less than 15%.

"Our Storage business continues to do well, as the transition
from 1Gb/s to 2Gb/s systems becomes widespread. We continue to
secure design wins for ethernet LAN backbone applications, and
products targeting this market began initial sampling in the
September quarter. This further diversifies our base and moves
us into areas that we believe are showing near-term growth.

"On the financial side, we expect that the cost cutting we
announced in July will have a significant impact in the December
quarter, reducing our cash breakeven point from $75 million in
quarterly revenue to $53 million. With the repositioning of the
Company started three years ago and the cost cutting announced
last quarter, I am confident that we have adopted a prudent
strategy to take advantage of markets that we believe will grow
in the near term and return us to profitability in the last
quarter of fiscal 2003."

Vitesse Semiconductor Corporation is a leading designer and
supplier of innovative, high-performance integrated circuits and
optical modules used in next generation networking and optical
communications equipment. The Company's products address the
needs of Enterprise, Storage, Access, Metro, Core, and Optical
Transport network equipment manufacturers who demand a robust
combination of high-speed, high-service delivery and low-power
dissipation in their products. Vitesse is headquartered in
Camarillo, California. Company and product information can be
found on the Web at http://www.vitesse.comor is available by  
calling 1-800-VITESSE.

                         *    *    *

As reported in Troubled Company Reporter's September 6, 2002
edition, Standard & Poor's lowered its corporate credit rating
on Vitesse Semiconductor Corp., to single-'B' from single-'B'-
plus. The outlook remains negative. The action reflects the
company's depressed operating profitability and expectations
that business conditions will remain challenging in at least the
intermediate term.


WARNACO GROUP: Disclosure Statement Hearing Set for November 13
---------------------------------------------------------------
On October 1, 2002, the Warnaco Group, Inc., and its debtor-
affiliates filed with the U.S. Bankruptcy Court for the Southern
District of New York, their Joint Plan of Reorganization
together with an accompanying Disclosure Statement explaining
the plan.

A hearing to consider the adequacy of the Disclosure Statement
is set for November 13, 2002 at 11:30 a.m., Prevailing Eastern
Time before the Honorable Richard L. Bohanon.

Any objections to the Disclosure Statement must be received by
the Bankruptcy Court before noon on November 4, 2002, with
copies served upon:

      (i) Counsel to the Debtors
          Sidley Austin Brown & Wood LLP
          787 Seventh Avenue
          New York, NY 10019
          Attn: Kellye A. Cornish, Esq.          

     (ii) Counsel to the Debtors' Post-Petition Secured Lenders
          Weil, Gotshal & Manges LLP       
          767 Fifth Avenue
          New York, NY 10153
          Attn: Brian S. Rosen, Esq.

    (iii) Counsel to the Debt Coordinators for the Debtors' Pre-
           Petition Banks
          Shearman & Sterling
          599 Lexington Avenue
          New York, NY 10022
          Attn: James L. Garrity, Esq.

     (iv) the Office of the United States Trustee
          33 Whitehall Street
          21st Floor
          New York, NY 10004
          Attn: Mary Tom, Esq.

      (v) Counsel to the Official Committee of Unsecured
           Creditors
          Otterbourg, Steindler, Houston & Rosen, P.C.
          230 Park Avenue
          New York, NY 10169
          Attn: Scott L. Hazan, Esq.

The Warnaco Group manufactures intimate apparel, menswear,
jeanswear, swimwear, men's and women's sportswear, better
dresses, fragrances and accessories. The Debtors filed for
Chapter 11 protection on June 11, 2001. Elizabeth R. McColm,
Esq., Shalon L. Kohn, Esq., Kelley Ann Cornish, Esq., and J.
Ronald Trost, Esq., at Sidley, Austin Brown & Wood LLP represent
the Debtors in their restructuring efforts.    


WORLDCOM: 17 Customers Urge Appointment of Customers' Committee
---------------------------------------------------------------
Henry D. Levine, Esq., at Levine Blaszak Block & Boothby LLP, in
Washington D.C., relates that immediately after the Petition
Date, a number of the Worldcom Inc. Debtors' largest corporate
customers began to organize themselves into what is now known as
the Ad Hoc Enterprise Customer Committee.  The Ad Hoc Enterprise
Customer Committee currently has 17 members, a number of which
are "Fortune 500" companies, and which collectively purchase
more than $300,000,000 in services annually from the Debtors.  
Some of them are among WorldCom's 25 largest customers.

The Ad Hoc Enterprise Customer Committee earlier asked the
United States Trustee to appoint an official committee of
commercial customers of Worldcom.  However, the U.S. Trustee
refused, prompting the Ad Hoc Committee to file this motion with
the Bankruptcy Court.

Thus, the Ad Hoc Enterprise Customer Committee asks Judge
Gonzalez, pursuant to Section 1102(a)(2) of the Bankruptcy
Code, to direct the U.S. Trustee to appoint an official
committee of Enterprise Customers of Worldcom.

Mr. Levine explains that Enterprise Customers are critical to
the Debtors, and retaining them will be essential to a
successful reorganization.  In the first quarter of 2002,
business customers accounted for over one-half of WorldCom's
total revenues.  At the same time, the Debtors -- and their
successful reorganization as a going concern -- are important to
corporate customers.

Beyond the sheer size of Enterprise Customer purchases, the
large-business segment of the telecommunications marketplace is
critical to the Debtors' long-term prospects because:

-- the most lucrative services in WorldCom's portfolio,
   including managed network services and advanced data
   offerings, are used exclusively by large business customers;
   and

-- Enterprise Customers are essentially the only customers that
   cannot leave WorldCom overnight.  Consumers can switch
   carriers in a matter of days with a single phone call, and
   the minimal cost of changing inter-exchange carriers is
   usually paid by their new carrier.  Large business customers,
   on the other hand, typically execute contracts that commit
   millions of dollars worth of traffic for a term of one to
   five years. That assured and predictable revenue stream is a
   source of stability.

Even as the Debtors' profitability depends on large business
customers, Mr. Levine notes that these customers also depend on
WorldCom.  Contractual restrictions aside, it could take up to a
year for a large business customer to migrate its corporate
network from one carrier to another.  Accordingly, the
Enterprise Customers are concerned about the possibility that
WorldCom might reject some of its agreements.  If their
contracts were rejected, the affected Enterprise Customers would
need both time -- six months to a year in many cases -- and the
cooperation of WorldCom, to move their networks to other
carriers to ensure continuity in their operations.

Moreover, Mr. Levine says, the data services that are the
Debtors' strength are essential to the business customers that
use them.  The value of the Debtors' services far exceeds their
actual cost.  Moreover, while there are many telecommunications
providers, three domestic interexchange carriers -- Sprint, AT&T
and WorldCom -- account for over 90% of enterprise
telecommunications usage and are widely viewed as the only
interexchange carriers capable of providing the full suite of
network services required by major corporations.  The loss or
weakness of WorldCom would have substantial, adverse effects on
competition in the market to provide the services.

Because of the importance of the services provided by Debtors
and the threat that WorldCom's bankruptcy poses to competition,
Mr. Levine contends that the Debtors' large business customers
are more interested in this bankruptcy than the customers of a
supplier of fungible and readily replaced products.  Initially,
the peculiarities of telecommunications contracting and the
weakness of carrier billing systems make large business
customers both actual and contingent creditors of the Debtors.  
They are actual creditors because under many of their agreements
the Debtors grant large credits -- generically known as
attainment credits -- at the end of each year in which the
customer meets its commitments or if the customer reaches
certain spend/volume thresholds above its commitments.  Beyond
this, carrier billing systems are notoriously inaccurate, and
most of the errors favor the carrier.  Large business customers
routinely uncover substantial errors when reviewing their
telecommunications invoices, and when these are confirmed the
carrier cures the problem by posting credits on subsequent
invoices.  WorldCom owes many large customers substantial
credits of this kind.

Business customers are also contingent creditors of the Debtors
because:

-- their agreements are subject to rejection under Section
   365(a) of the Bankruptcy Code;

-- their agreements frequently contain Performance
   Specifications or Service Level Agreements in areas including
   network availability, and require the Debtors to grant
   agreed-upon credits if the specified levels of service are
   not met; and

-- some agreements require the Debtors to absorb a portion of
   the costs of a business customer's transition to another
   carrier if the customer terminates the agreement for cause.

Clauses like these, and the very real prospect that they will be
invoked in the next year if the Debtors' service quality
deteriorates, make large customers contingent creditors in this
case.

Mr. Levine points out that the obligations and restrictions
imposed by the Bankruptcy Code impel companies, who would not
otherwise be so inclined, to involve themselves in the
bankruptcy process.  No large customer would have signed a
substantial agreement with WorldCom if it believed that by doing
so it would expose itself to gradual service degradation of the
kind that may well accompany bankruptcy, i.e. additional delays
in obtaining credits to which the customer is entitled, erosion
of account support, and increased installation intervals on
critical circuits.  Many business customers have provisions in
their agreements that give them some measure of control if
WorldCom seeks to assign those agreements without the customer's
consent to a company with which they do not wish to do business
of this kind or volume, and those clauses are now substantially
compromised.

Mr. Levine explains that the Court's order dated July 23, 2002,
on the Debtors' motion to pay prepetition customer obligations
illustrates why large business customers have an interest in
this case.  On its face, the Order appeared to reassure business
customers that the Debtors expect to meet their contract
obligations to Enterprise Customers in areas like billing and
attainment credits.  But the Order, in fact, says "the Debtors
are authorized, but not obligated, to honor all prepetition
obligations relating to their Customer Programs, including the
granting of credits, in the ordinary course of their
businesses."  Thus, the Order is not really reassuring but it
paves the way for WorldCom to repudiate or renegotiate customer
credit obligations.

According to Mr. Levine, the interests of the banks and
bondholders that dominate the Creditors' Committee are
inherently in conflict with the interests of WorldCom's large
customers.  In the short term, the conflict concerns where and
how to cut costs. To cite one example, unsecured creditors are
more likely than large customers to favor shutting down several
of the Debtors' five global network management centers.  To cite
another example, although the Debtors have announced the layoff
of 19,000 employees, the unsecured creditors may press for
short-term savings through deeper cuts, while users experiencing
erosion of account support will want to maintain staffing to
preserve service quality.

In the longer term, Mr. Levine speculates that the conflict
between unsecured creditors and large customers will remain
stark.  The Debtors and the Creditors' Committee are likely to
choose among three reorganization scenarios:

-- piecemeal dismemberment and sale of the Debtors' business a
   division at a time;

-- shedding unprofitable/peripheral units and sale of the core
   that remains to a single buyer; or

-- shedding unprofitable/peripheral units and the Debtors'
   emergence from bankruptcy as a slimmed-down but still
   independent company.

The principal goal of the unsecured creditors is to maximize
recovery of their investment as quickly as possible, and that
will dictate the course of action they ultimately choose.  In
contrast, Mr. Levine notes, the priorities of large business
customers include a plan of reorganization that preserves the
integrity of the enterprise and their own ability to obtain a
critical suite of services from one vendor, which makes these
users uncomfortable with proposals to dismember WorldCom and
sell its core business units to different buyers.  If the
company were ultimately sold, large business customers would
want the buyer to be an entity with which they can do business.

When the U.S. Trustee denied the Ad Hoc Enterprise Customer
Committee's request for appointment of an official customers
committee, the U.S. Trustee pointed out that two members of the
Creditors Committee, EDS and AOLTW, are large purchasers of the
Debtors' services.  However, Mr. Levine explains that EDS is a
principal supplier of information technology services to
WorldCom and thus has a materially different relationship with
the Debtors than do most large business customers, which are end
users. Moreover, the amounts EDS is owed by the Debtors are
larger than its purchases of the Debtors' products, making it
more of a trade creditor than an end user.  Similarly, AOLTW is
also a large trade creditor of the Debtors by virtue of the
Debtors' rejection, effective October 8, 2002, of a Promotion
Agreement, under which the Debtors were obligated to purchase
from AOLTW $20,250,000 in advertising each quarter through
December 31, 2004.  Furthermore, AOLTW's role on the Creditors'
Committee may be compromised in light of press reports
indicating that it has been implicated in the accounting
scandals that forced the Debtors into bankruptcy.

In an August 21, 2002 letter, the U.S. Trustee wrote that,
"members of the [unsecured creditors] Committee owe a fiduciary
duty to act in the best interests of all unsecured creditors
. . . [and] we have no evidence or knowledge that the Committee
is failing to perform its fiduciary role in this regard."  While
it is common ground that members of the Creditors' Committee
have fiduciary duties to unsecured creditors as a class, the
United States Trustee's statement fails to take into account the
domination of the Creditors' Committee by bondholders and
commercial lenders whose orientation and goals differ from those
of the Debtors' large business customers.  An unsecured
creditors committee may appear to work well not because it is
representative, but because it is dominated by a particular
group of creditors.

               Role Of An Official Customer Committee

Mr. Levine envisions that the official customer committee would
not draft a reorganization plan or engage in the kind of
financial investigation/oversight that is central to the mission
of the Creditors' Committee.  Rather, an official customer
committee would provide input into the plan as it is being
drafted and in advance of its release, and meet regularly with
the Creditors Committee and WorldCom representatives to learn
about the company's plans and actions in areas like account
support, services, and service levels.  The Ad Hoc Committee
anticipates that it would focus on these four areas:

-- Contract compliance, including service levels and credits,
   during the bankruptcy;

-- Maintenance of infrastructure, account support, and product
   development/support pending the Debtors' emergence from
   bankruptcy;

-- A plan of reorganization that preserves the ability of large
   business customers to obtain the services they need from one
   entity; and

-- Sale of the company, if it is ultimately sold, to a company
   with which large business customers are willing and able to
   do business.

Even the most enlightened and well-meaning non-customer
creditors committee cannot provide large business customers with
confidence that their interests in the Debtors' continued
operation and the preservation of service quality are being
adequately represented.

       Interests Of The Debtors And Public Would Be Served

Mr. Levine tells the Court that none of the many challenges
confronting the Debtors is greater than restoring the confidence
of large business customers.  These users are crucial to the
Debtors' survival, and how the Debtors address their concerns in
the next year will have a profound impact on the company's
fortunes for the next three to five years.  If WorldCom loses
the confidence of Enterprise Customers, competing carriers will
impede a successful reorganization by securing new, long-term
contracts for the business of users that might have considered
migrating to WorldCom, weakening the prospect of a turnaround.
Because of the importance of Enterprise Customers, addressing
their needs is not just in their interest, but also is in the
interest of the Debtors and their non-customer creditors, and
would serve public interest by promoting the successful
reorganization of a company with tens of thousands of employees
that serves tens of millions of consumers and important
components of the federal government.

The Debtors appear to be aware of the threat posed by the loss
of large business customers.  Based on WorldCom's behavior and
public pronouncements, it appears that the carrier hopes to
restore business customers' confidence by reaching out to large
customers and offering favorable contract terms.  Those steps
will not alone be enough to win over and retain the large,
sophisticated large business customers.  According to Mr.
Levine, these customers are particularly restive because they:

-- were misled for months or years about the Debtors' financial
   condition;

-- face cutbacks in account support that are increasing their
   internal costs; and

-- are well aware that the interests of customers do not
   necessarily parallel those of the banks and bondholders that
   dominate the Creditors Committee.

Given these concerns and this uncertainty, it is hardly
surprising that many large business customers are contemplating
migrating some or all of their traffic from the Debtors at the
earliest opportunity, while others are reluctant either to
negotiate the renewal of existing agreements or to allow
WorldCom to bid for new business.

Mr. Levine believes that the loss of confidence and trust that
the Debtors face because of declines in perceived service
quality and the belief among large customers that the company is
now under the sway of interests fundamentally adverse to their
own is "corrosive and self-perpetuating".  As the business
community observed with Arthur Andersen, LLP -- another large
company whose business was built on long-term relationships with
large business customers -- customer defections fuel further
customer defections in what can become a "death spiral" if it is
not arrested.

Mr. Levine asserts that granting large business customers an
official voice in the bankruptcy process would address these
concerns.  Official customer committee status would provide a
way for large customers to contribute to the reorganization,
reassure all large customers that their interests are being
given appropriate weight, and provide an important counterweight
to creditors to whom the Debtors' long-term health is secondary
to the desire for near-term payment. (Worldcom Bankruptcy News,
Issue No. 11; Bankruptcy Creditors' Service, Inc., 609/392-0900)   

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


WORLDWIDE WIRELESS: Court Approves Asset Sale to NextWeb Inc.
-------------------------------------------------------------
Worldwide Wireless Networks Inc., (OTCBB: WWWN) said that the
U.S. Bankruptcy Court for the Central District of California in
Santa Ana approved the sale of certain assets and liabilities to
NextWeb Inc., a leading provider of wireless Internet services
in the San Francisco Bay area.

Worldwide Wireless recently filed for protection under Chapter
11 with the US Bankruptcy Court. Under the terms of the sale,
NextWeb will acquire the operating assets and retain all
Worldwide Wireless employees. NextWeb also plans to invest
heavily in the WWWN network and operations to ensure long-term
success in the Southern California market.

AWorldwide Wireless asset that was not included in the sale to
NextWeb was the public shell that will now be offered for sale
with the proceeds going to WWWN creditors. The current WWWN
shareholder equity will be transferred to the buyer of the
shell. WWWN states that there are several prospective purchasers
and management's responsibility is to maximize proceeds and
value for the sake of all stakeholders.

"It's unfortunate the only option available to the Company was
the Chapter 11 process but for the sake of our customers, the
NextWeb acquisition is the best thing that could have happened,"
stated Mr. Jerry Collazo, President and acting CEO of Worldwide
Wireless Networks. "Our next task is to determine the best
suitor for the shell while considering the interests of our
creditors and shareholders. It's also unfortunate that there are
a number of unknown variables for future shareholder value.
Since all existing WWWN shares will be transferred to the buyer
of the shell, we will endeavor to choose an offer that provides
the maximum return for the creditors while providing the best
potential upside for the shareholders."

NextWeb Inc., provides dedicated high-speed Internet access and
services to corporate users. NextWeb's basic service is 30
percent faster than a T1 at approximately half the cost, and can
scale to six times the speed of a T1. NextWeb's fixed-wireless
network currently covers over 800 square miles with access to
over 30,000 businesses in 54 cities in the San Francisco Bay
Area and Orange County. NextWeb is fully funded and is backed by
leading venture and strategic investors including Monet Capital,
Kaiser Permanente and Tenet Healthcare. Additional company
information is available at http://www.nextweb.net/  

Worldwide Wireless Networks is a data-centric wireless
communications company headquartered in Orange, California. The
Company specializes in high-speed, broadband Internet access
using an owned wireless network. Other products and services
include frame relay, collocation services and network
consulting. The Company serves all sizes of private and public
sector accounts. For more information, visit them on the Web at
http://www.wwwn.com


XCEL ENERGY: Q3 Utility Earnings Contribution Slides-Up to $196M
----------------------------------------------------------------
Xcel Energy Inc., (NYSE:XEL) reported a third quarter utility
earnings contribution of $196 million compared with $182 million
for third quarter 2001. Xcel Energy earnings contributions for
third quarter 2002, excluding results from NRG, were $174
million compared with $167 million in the same period in 2001.
However, Xcel Energy's earnings reported Monday were incomplete
because they do not include the effects of NRG's operations and
expected asset impairment charges, which will be reflected in
Xcel Energy's final third quarter results.

NRG is in the process of developing a restructuring plan it will
present to its creditors by the end of October. The impact of
third quarter 2002 events, including credit rating downgrades
and the resulting restructuring plan, are expected to result in
NRG recording material asset impairment charges for the quarter.
NRG has not completed the analysis and review of the asset-
impairment amount; however, the after-tax, non-cash charge is
currently expected to be approximately $2 billion. Pending the
completion of the impairment review and analysis, the final NRG
write-off for the quarter has not yet been determined.

Consequently, Xcel Energy is not including income statements for
Xcel Energy or NRG in this news release. NRG expects to complete
the asset impairment analysis and review by Nov. 14, and Xcel
Energy will reflect the impact of NRG asset impairments in its
third quarter Form 10-Q, which will be filed with the Securities
and Exchange Commission in November.

Xcel Energy's utility earnings per share were lower in the
quarter-over-quarter comparison, primarily due to the larger
number of shares outstanding and lower margins from electric
wholesale and trading sales. The increased number of shares
outstanding in 2002 reduced the utility earnings contribution by
about 7 cents per share in the third quarter. In addition, lower
power prices reduced margins from wholesale and trading sales,
which decreased earnings by about 4 cents per share. These
earnings reductions were partially offset by higher electric
margins and lower operating and maintenance expenses.

"Our utilities continue to deliver solid performances quarter
after quarter and are the backbone of the company," said Wayne
H. Brunetti, chairman, president and chief executive officer of
Xcel Energy. "We are aggressively addressing the financial
difficulties facing NRG and are continuing to make progress."

Excluding all effects of NRG, Xcel Energy expects to earn from
$1.45 to $1.55 per share in 2002. The components include utility
earnings of $1.57 to $1.65 per share, offset by approximately 10
cents to 12 cents per share related to financing costs at the
holding company and the financial results of subsidiaries other
than NRG. Due to the uncertainty relating to NRG, Xcel Energy's
forecast of earnings for 2002 does not include the financial
impacts of NRG.

In connection with the Edison Electric Institute's Financial
Conference in Palm Desert, Calif., Xcel Energy will webcast its
presentation to the financial community on Monday, Oct. 21, at 2
p.m. Pacific Time. During the presentation, Xcel Energy will
discuss third quarter earnings, excluding NRG.


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

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

November 20, 2002
   New York Institute of Credit
      Bankruptcy
         Contact: info@nyic.org; 212-629-8686; (fax)212-629-8787

November 20th 6:00-7:15pm
   New York Institute of Credit
      4th Trustees Award
         Contact: info@nyic.org; 212-629-8686; (fax)212-629-8787

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

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

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

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

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

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

March 6-7, 2003
   ALI-ABA
      Corporate Mergers and Acquisitions
         San Francisco
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

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

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

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

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

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

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

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

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

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

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

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

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

                          *********

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

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

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

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

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

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

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

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

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

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

                *** End of Transmission ***