TCR_Public/021025.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, October 25, 2002, Vol. 6, No. 212    


1085083 ONTARIO: Will Make Restructuring Proposal to Creditors
360NETWORKS: Obtains Court Approval of Enron Purchase Agreement
ACTRADE FINANCIAL: Appoints Richard F. McCormick as Interim CEO
ADELPHIA BUSINESS: Hanover Wants to Conduct Rule 2004 Exam.
ADELPHIA COMMS: Cable Crafter Seeks Stay Relief to Enforce Liens

AMERCO: Initiates Financial Restructuring Talks with Creditors
AMERICAN HOMEPATIENT: UST Names Five-Member Creditors' Committee
AMERICAN TOWER: Amends Certain Units' Credit Facility Pacts
ANC RENTAL: Consolidating Operations at Sarasota-Bradenton
ANGEION CORPORATION: Launches Corporate Web Site for Investors

AOL TIME WARNER: Working Capital Deficit Narrows to $2.1 Billion
AT&T WIRELESS: Services Revenue Up by 16% to $3.7BB in Q3 2002
ATLANTIC COAST: Pursuing Plan to Retire Jetstream-41 Fleet
AVAYA INC: Red Ink Continued to Flow in Fourth Fiscal Quarter
BCE INC: Appoints Michael J. Sabia to Board of Directors

BETHLEHEM STEEL: Retiree Panel Taps Drinker Biddle as Counsel
BROADWAY TRADING: Committee Brings-in Cole Schotz as Counsel
BURLINGTON INDUSTRIES: Court Okays Raz Realty as Condo Broker
CAM CBO I: S&P Lowers Class B Note Rating to B+ & Ends Watch
CLEVELAND-CLIFFS: Violation of Covenant Under Credit Pact Likely

CONTOUR ENERGY: Retains Lemle & Kelleher as Special Counsel
CRIIMI MAE: Fitch Affirms Low-B Ratings on 4 Classes of Bonds
DATAPLAY INC: Case Summary & 20 Largest Unsecured Creditors
DITECH HOME: Fitch Affirms Series 1998-1 Class B-2 Rating at BB
ENRON CORP: Wins Nod to Enter into Microsoft Settlement Pact

ENVOY COMMUNICATIONS: Appoints David Parkes as Director
EOTT ENERGY: Gets Okay to Pay $1.25MM of Foreign Vendor Claims
EOTT ENERGY: Obtains Final Approval of $575-Mill. DIP Financing
EPICOR SOFTWARE: Working Capital Deficit Tops $14MM at Sept. 30
EXODUS COMMS: Enters Stipulation re XO $15-Million Admin. Claim

FISCHER IMAGING: Nasdaq Extends Delisting Stay Until November 14
FPIC INSURANCE: Lenders Agree to Forbear for a Month's Time
GENTEK: Wants to Pay Up to $20MM of Critical Vendor Claims
HARVARD INDUSTRIES: Unit Obtains $11MM Financing from Hilco Cap.
INTERLIANT: U.S. Trustee Appoints 3-Member Creditors' Committee

IPRINT TECH: Completes Asset Assignment for Benefit of Creditors
IT GROUP: Asks Court to Extend Exclusive Period to Jan. 13, 2003
ITC DELTACOM: Committee Wants to Tap Blank Rome as Co-Counsel
KAISER ALUMINUM: Wants to Talk with PBGC to Resolve Issues
KMART CORP: Wants More Time to Remove Prepetition Actions

LAIDLAW: Court Approves Proposed Solicitation & Voting Protocol
LEHMAN BROTHERS: Fitch Affirms Low-B Ratings on Classes H, J & K
LODGIAN INC: Asks Court to Approve Settlement Pact with CCA
LOUISIANA-PACIFIC: Reports Improved Results for Third Quarter
LTV CORP: LTV Steel Selling Buffalo Property to Steelfields LLC

MATTRESS DISCOUNTERS: Files for Chapter 11 Relief in Maryland
MATTRESS DISCOUNTERS: Voluntary Chapter 11 Case Summary
MATTRESS DISCOUNTERS: Strikes New Supply Agreement with Sealy
MEASUREMENT SPECIALTIES: Hearing with AMEX Moved to October 31
METALS USA: Court Okays FTI Consulting as PwC's Replacement

MIKOHN GAMING: Completes Restructuring & Cost Reduction Actions
MOBILE COMPUTING: Balance Sheet Insolvency Widens to $7 Million
MORGAN STANLEY: Fitch Affirms Low-B Ratings on 5 Note Classes
NATIONAL STEEL: Court Okays Settlement Pact with Illinois Power
NETIA HOLDINGS: Shareholders' Meeting to Convene on November 14

NEW HORIZONS: Violates EBITDA Requirement Under Credit Pact
NORFOLK SOUTHERN: Working Capital Deficit Tops $691MM at Sept 30
ON SEMICONDUCTOR: Sept. 27 Equity Deficit Widens to $620 Million
OVERHILL CORP: Firms-Up Plan for Overhill Farms Unit Spin-Off
OWENS CORNING: Sues Fibreboard Shareholders to Recover $514 Mil.

PANACO: Committee Gets Nod to Hire Thompson & Knight as Counsel
RFS ECUSTA: Case Summary & 20 Largest Unsecured Creditors
RUSSIAN TEA ROOM: U.S. Trustee Appoints Creditors' Committee
SAFETY-KLEEN CORP: Taps Cendian Corp. for Logistics Services
SOLID RESOURCES: Alberta Court Approves CCAA Plan of Arrangement

SONUS CORP: Completes Asset Sale to Amplifon for $38MM + Debts
SUPRA TELECOM: Will File for Chapter 11 "to Protect Customers"
TRITON PCS: Equity Deficit Balloons to $126 Million at Sept. 30
TXU EUROPE: S&P Junks Notes Rating to CC After Downgrade on Unit
TYCO INT'L: Inks Consent Agreement with New Hampshire Regulator

USG CORP: Court to Consider CIBC's Retention on October 29, 2002
VANGUARD AIRLINES: Asks Court to Fix Dec. 30 General Bar Date
VENTAS INC: Declares Common Share Regular Quarterly Dividend
WARNACO GROUP: Asks Court to Limit Banco Nacional's $473MM Claim
WCI COMMUNITIES: S&P's Revises Outlook on BB- Rating to Stable

WORLDCOM INC: Wants to Pull Plug on AOL Time Warner Agreement
WORLDCOM INC: Unveils First Internet Access Monitoring Tool
XEROX CORP: Reports Improved Financial Results for Third Quarter
XETEL CORP: Seeks Court's Nod to Hire Hohman Taube as Counsel

* BOOK REVIEW: Jacob Fugger the Rich: Merchant and Banker of
               Augsburg, 1459-1525


1085083 ONTARIO: Will Make Restructuring Proposal to Creditors
Avalon Works Corp., announced that one of it's subsidiaries,
1085083 Ontario Inc., doing business as Information Gateway
Services, has signified its intention to make a proposal to its
creditors and has filed a Notice of Intention to Make a
Proposal. Deloitte & Touche Inc., was retained and will act as
IGS' trustee in connection with such proposal.

Since being acquired by Avalon in October 2001, IGS' operations
have been persistently challenged by the competitive pressures
arising from wholesale prices in the Canadian market, quality of
service from some of its vendors and inadequate management
information infrastructure. IGS' management believes that all of
these issues have been addressed in IGS' restructuring plan. New
internet access connectivity was procured outside of Canada and
is in the process of installation, the non-reliable technology
is being replaced and new, off the shelf, management information
systems were installed and tested in selected locations and have
been certified for full production release.

The proposal to IGS' creditors forms part of the overall
restructuring, providing IGS with an opportunity to continue the
implementation of the operating improvements while negotiating
satisfactory arrangements with its vendors.

The restructuring of IGS excludes the operations of the
independent franchisees of IGS.

Avalon's management believes that the IGS restructuring will
have a limited and non-material effect on the operations and
results of its other ISP companies or its other lines of
business, that is, IT works, Web works, Secure Works and Telco

360NETWORKS: Obtains Court Approval of Enron Purchase Agreement
360networks (USA) inc., obtained Bankruptcy Court authority to
enter into and perform its obligations under a proposed Purchase
Agreement, providing for, inter alia:

(a) the termination of certain agreements between 360 USA and
     Enron Broadband Services Inc. related to a Minneapolis-to-
     Detroit fiber optic route;

(b) the sale by Enron Broadband to 360 USA of certain related
     assets and rights; and

(c) the resolution of any claims between 360 USA and Enron
     Broadband related to the terminated agreements and the
     Purchase Agreement.

To recall, Enron Broadband and 360networks inc., entered into an
IRU Swap Agreement on June 30, 1999.  The Swap Agreement
provides for:

-- 360networks inc., and 360 USA to supply dark fiber to Enron
    Broadband along a Minneapolis-to-Detroit route; and

-- Enron Broadband to supply dark fiber to 360 USA along a
    Houston to Denver route.

360networks later assigned its interest in the Swap Agreement to
360 USA.

Enron Broadband and 360 USA are also parties to:

   -- a Collocation Agreement since July 31, 2000, which
      provides for Enron Broadband to provide collocation space
      to 360 USA along the Minneapolis to Detroit route; and

   -- a Transmission Site Construction Agreement on July 31,
      2000, which provides for the modification of certain
      rights and obligations of 360 USA and Enron Broadband
      under the Swap Agreement.

In connection with the Site Agreement, Enron Broadband
constructed shelters on various parcels of land in which Enron
Broadband held a real property interest pursuant to these

   (1) Easement Agreement between Enron Broadband and Leland C.
       Goyer, dated August 9, 2000;

   (2) Easement Agreement between Enron Broadband and Timothy
       Robert Olson and Michael A. Olson, dated June 22, 2000;

   (3) Easement Agreement between Enron Broadband and Charles C.
       Collins and Marjorie P. Collins, dated February 7, 2001;

   (4) Easement Agreement between Enron Broadband and Suzanne
       Gegenfurtner and Mark E. Gegenfurtner, dated June 20,

   (5) Easement Agreement between Enron Broadband and Clarence
       Nelson, Jr. and Shirley H. Nelson, dated July 25, 2000;

   (6) Lease Agreement between Enron Broadband and David
       Wiganowsky and Angela Wiganowsky, dated August 24, 2000,
       as subsequently assigned to S&L Investments, LLC by
       virtue of a Warranty Deed, dated August 9, 2001, from
       David and Angela Wiganowsky to S&L Investments;

   (7) Easement Agreement between Enron Broadband and Roger L.
       Degner and Faith S. Degner, dated July 6, 2000;

   (8) Warranty Deed between Enron Broadband and WISPARK
       Corporation, dated October 6, 2000 -- the Pleasant
       Prairie Deed;

   (9) Easement Agreement between Enron Broadband and Donald A.
       Hodsen and Mary H. Mendez, dated August 28, 2000;

  (10) Easement Agreement between Keith A. Beringer and Sherrie
       M. Beringer, dated November 1, 2000;

  (11) Easement Agreement between Richard E. James and Meriella
       James, dated August 16, 200;

  (12) Easement Agreement between Enron Broadband and Elizabeth
       A. Beckett, dated October 26, 2000;

  (13) Easement Agreement between Enron Broadband and L.A.B.
       Development Corp., Inc. dated October 10, 2000 -- Lansing
       Agreement; and

  (14) Easement Agreements between Enron Broadband and Theodore
       Paul Franks, Jr. and Phyllis J. Franks, dated September
       8, 2000 and September 13, 2000.

The salient terms of the Purchase Agreement are:

   (a) Cash Consideration.  At the closing, 360 USA will pay
       $1,300,000 to Enron Broadband by wire transfer;

   (b) Construction of Contracts.  For purposes of the Purchase
       Agreement only, the parties agree to treat the Easement
       Contracts, the Swap Agreement, the Site Agreement, the
       Minneapolis Collocation Agreement and the Minneapolis IRU
       Agreement as executory contracts within the meaning of
       Section 365 of the Bankruptcy Code;

   (c) Assumption, Sale and Assignment of the Easement
       Contracts.  Upon closing, Enron Broadband will assume all
       Easement Contracts in accordance with Section 365 of the
       Bankruptcy Code.  The parties will then execute and
       deliver an Assignment, which will provide for the sale
       and assignment of the Easement Contracts to 360 USA.  If
       anyone asserts the Easement Contracts are not executory
       contracts, all right, title and interest of Enron
       Broadband will also be sold to 360 USA in accordance
       with Section 363 of the Bankruptcy Code;

   (d) Construction of Swap Agreement.  The parties agree that
       the Swap Agreement is and should be construed as two
       separate IRU agreements, each of which can be separately
       assumed or rejected pursuant to Section 365 of the
       Bankruptcy Code;

   (e) Rejection of Executory Contracts.  The parties each will
       reject these contracts effective upon closing, in
       accordance with Section 365 of the Bankruptcy Code:

       -- the Site Agreement,
       -- the Minneapolis Collocation Agreement, and
       -- the Minneapolis IRU Agreement;

   (f) Effect of Rejection.  The parties agree that the effect
       of rejection of the Rejection Agreements will be:

       -- 360 USA will be relieved of any past or future
          obligations to Enron Broadband to make payments under
          any of the Rejected Agreements or to otherwise perform
          any past or future obligations under any of the
          Rejected Agreements;

       -- Enron Broadband will be relieved of any past or
          future obligations to provide collocation and related
          services to 360 USA under any of the Rejected
          Agreements and Enron Broadband will otherwise be
          relieved of any past or future obligations to 360 USA
          under any of the Rejected Agreements; and

       -- The Parties will waive and release any and all damages
          to which either of them may be entitled under the
          Bankruptcy Code or otherwise due to rejection of the
          Rejected Agreements;

   (g) Purchase and Sale of Assets.  Upon closing, Enron
       Broadband will sell to 360 USA all right, title and
       interest, free and clear of all liens and encumbrances,
       in and to the Shelters and to all fixtures and personal
       property located on or within the Shelter and Shelter
       Sites, the property described by the Pleasant Prairie
       Deed, along with all of Enron Broadband's right, title
       and interest, in and to the conduit and fiber running
       from the Shelters to the long-haul fiber that is the
       subject of the Minneapolis IRU Agreement;

   (h) Sale of Minneapolis IRU Agreement.  If anyone asserts
       that the Minneapolis IRU Agreement is not an executory
       contract that can be rejected by Enron Broadband, all
       right, title and interest of Enron Broadband in the
       Agreement and in the fiber and associated conduit and
       other property will also be sold to 360 USA in
       accordance with Section 363 of the Bankruptcy Coe.
       Therefore, effective upon closing, Enron Broadband will
       sell to 360 USA all right, title and interest, free and
       clear of all liens and encumbrances in and to the
       Minneapolis IRU Agreement and the fiber and associated
       conduit and other property relating thereto;

   (i) Conveyance Document.  In addition to the Assignment,
       Enron Broadband will deliver to 360 USA, upon closing, a
       warranty deed for the real property described in the
       Pleasant Prairie Deed, a quitclaim deed in for any
       ownership interest acquired by Enron Broadband described
       in the Lansing Agreement and a bill of sale for all of
       the Shelters and Equipment;

   (j) Mutual Release.  Effective upon closing, the Parties will
       release each other from claims relating to or arising out
       of any contract which is the subject of the Purchase
       Agreement; and

   (k) The Houston IRU Agreement.  Any claim arising out of the
       Houston IRU Agreement will not be released and each of
       the parties will reserve the right to assume or reject
       the Houston IRU Agreement pursuant to applicable
       bankruptcy law. (360 Bankruptcy News, Issue No. 36;
       Bankruptcy Creditors' Service, Inc., 609/392-0900)    

ACTRADE FINANCIAL: Appoints Richard F. McCormick as Interim CEO
Actrade Financial Technologies Ltd., said that Richard F.
McCormick has been appointed Interim CEO.  Alexander C. Stonkus
has taken a paid leave of absence from his positions as
President and CEO of Actrade.

Mr. McCormick has over twenty years of experience in investment
banking and financial consulting.  His prior experience includes
positions with PaineWebber Incorporated and Kidder, Peabody &
Co.  He graduated from the University of Southern Connecticut in
1978 with a B.S. in economics and accounting, and received an
M.B.A. from Pace University in 1980.

Actrade also announced that on October 17, 2002 it received a
NASDAQ Staff Determination indicating that Actrade's common
stock no longer qualifies for inclusion in The NASDAQ Stock
Market, and that Actrade's common stock is therefore subject to
de-listing from The NASDAQ National Market.  The letter
notifying Actrade of the Staff Determination cited Actrade's
inability to file its Form 10-K for the fiscal year ended June
30, 2002, and public interest concerns raised by anonymous
allegations relating to possible irregularities and other
alleged improprieties in the operations conducted by Actrade and
its subsidiaries.

Actrade has requested a hearing before a NASDAQ Listing
Qualifications Panel to review the Staff Determination.  
Actrade's common stock has not traded on The NASDAQ National
Market since 5:25 p.m. on August 22, 2002, when trading was
halted for "additional information requested" from Actrade.

ADELPHIA BUSINESS: Hanover Wants to Conduct Rule 2004 Exam.
The Hanover Insurance Company asks the Court, pursuant to Rule
2004 of the Federal Rules of Bankruptcy Procedure, to compel the
Adelphia Business Solutions, Inc. Debtors to produce documents
it previously requested and to permit it to examine Adelphia
Business Solutions Long Haul, L.P. and Robert Guth.

Mark S. Gamell, Esq., at Torre Lentz Gamell Gary & Rittmaster
LLP, in Jericho, New York, relates that prior to the Petition
Date, Hanover issued over 200 bonds, with an aggregate penal sum
exceeding $30,500,000 for the Debtors' benefit, some of which
bonds remain outstanding.

At issue in this motion is Bond No. 168888 issued by Hanover, as
surety, on behalf of ABIZ Long Haul and ACOM, as principals, in
favor of Allegheny Communications Connect, Inc., as obligee.  
The Allegheny Bond is dated July 12, 2001 and is in the penal
sum of $15,500,000.

According to Mr. Gamell, ABIZ Long Haul and Allegheny entered
into a Fiber Optic Agreement dated August 13, 1999, in which
Allegheny was to construct a fiber optic cable network and Long
Haul was to be issued a license to use certain fiber optic
cables.  Under the Allegheny Contract, ABIZ Long Haul was to
make a $16,742,337 payment to Allegheny "no later than June 15,
2002, provided the cable has been inspected and accepted" by
Long Haul. If Long Haul fails to make the payment, then
Allegheny may file a claim with Hanover under the Allegheny

By letter to Hanover dated June 17, 2002, Allegheny formally
made a claim against the Allegheny Bond for the full penal sum
of $15,500,000 because Long Haul failed to make certain

Since late June 2002, as part of its investigation of
Allegheny's claim and in order to substantiate the claim, Mr.
Gamell tells the Court that Hanover has been attempting without
success to obtain documents and information from Long Haul and
ABIZ.  On July 30, 2002, Hanover's counsel, Scott Leo, sent a
letter to Debtors' counsel, Judy G.Z. Liu, asking for the
production of five categories of documents in lieu of Hanover's
making a formal Rule 2004 motion.  The documents requested are
necessary to allow Hanover to properly evaluate the propriety of
Allegheny's claim and whether it is justly due and owing.

Hanover ask for these categories of documents:

-- All documents supporting the statement of Robert Guth in his
   affidavit dated July 22, 2002 that the "Allegheny Bond was
   not issued unfit after the Allegheny contract was already in

-- All notices or other documents from Allegheny claiming or
   alleging that Long Haul was in default of the Allegheny

-- All communications relating to the alleged default of Long
   Haul under the Allegheny Contract sent to or received by
   Hanover, Allegheny, Long Haul;

-- All test data showing that the cable and other installation
   work performed by Allegheny has been accepted by Long Haul;

-- All documents supporting the need for the use of the cable
   and other installations related to the Allegheny Contract by
   third parties, including, but not limited to, ACOM or any of
   its affiliated companies.

Mr. Leo's letter further offered to pay the reasonable cost of
copying the requested materials.  Mr. Leo asked ABIZ to respond
by August 6, 2002 as to whether the documents would be provided
voluntarily.  By letter dated July 31, 2002, Ms. Liu informed
Mr. Leo that ABIZ would be unable to respond by August 6, 2002
because ABIZ's General Counsel John B. Glicksman was away on
vacation until August 12, 2002.  Ms. Liu wrote that, "Mr.
Glicksman will turn his attention to this matter promptly, upon
his return to the office."

By letter dated August 15, 2002, Jeffrey T. Nodland of ABIZ
wrote to Mr. Leo stating that ABIZ "personnel are right now
working to respond to your request, and I anticipate that we
should be able to provide you with the responsive information
very soon."  Mr. Nodland also sought clarification as to whether
the parties had reached an agreement on when the requested
materials would be produced.

By letter dated August 19, 2002, Mr. Leo responded to Mr.
Nodland advising him that there was no agreement in place with
Ms. Liu regarding the production of documents.  Mr. Leo
explained that Hanover needed the documents promptly so that
Hanover could conclude its investigation.

Although ABIZ has apparently agreed to furnish the requested
documents, Mr. Gamell relates that Hanover has received nothing.
Accordingly, Hanover has no alternative but to file this motion.

In addition to the documents requested, Hanover also seeks to
take a deposition of ABIZ's Acting President and CEO Robert

When Hanover sought relief from the automatic stay to cancel
surety bonds in July 2002, ABIZ submitted an affidavit of Mr.
Guth, sworn on July 22, 2002, in opposition to the request.  
With respect to the Allegheny Bond, the Guth Affidavit alleges
in pertinent part that, "Hanover, of course, was well aware at
the time it issued the Allegheny bond of the possibility that
the Allegheny bond could be drawn; after all, the Allegheny Bond
was not issued until after the Allegheny contract was already in
default and the bond was, therefore, priced accordingly."

Despite Mr. Guth's statement, Mr. Gamell insists that Hanover
had no knowledge that the Allegheny Contract was in default at
the time it issued the Allegheny Bond.  If it had any knowledge,
it would never, nor could it, have issued the bond.  If, in
fact, Long Haul or Allegheny failed to disclose to Hanover that
the Allegheny Contract was in default, then Hanover may have a
valid defense to Allegheny's claim.  Accordingly, Hanover should
be permitted to examine Mr. Guth with respect to his, ABIZ and
Long Haul's knowledge of the facts at the time that the
Allegheny Bond was issued and whether ABIZ, Long Haul or
Allegheny failed to disclose material information to Hanover.

Hanover is clearly a party-in-interest in these cases because of
the $15,000,000 claim submitted by Allegheny, which, if paid,
will entitle Hanover to certain rights in the fiber optic cable
network constructed under the Allegheny Contract.

Mr. Gamell asserts that Hanover's requested discovery is
narrowly tailored to provide documents and information that
Hanover requires to discharge its obligations under the
Allegheny Bond and to determine whether Allegheny's claim is
valid and should be paid.  The information requested would allow
Hanover to assess the value of the claim, a claim that will
ultimately be asserted against the Debtors' estate.  In
addition, without this information and Robert Guth's deposition,
Hanover cannot determine whether it may have defenses to the
claim. (Adelphia Bankruptcy News, Issue No. 21; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

ADELPHIA COMMS: Cable Crafter Seeks Stay Relief to Enforce Liens
Cable Crafters Constructors Inc., seeks relief from the
automatic stay, in the chapter 11 cases involving Adelphia
Communications Corp., to file actions to foreclose on its
mechanic's liens.

Cable Crafters must file its action in San Diego County,
California, this month, or risk loss of the lien rights to which
state law entitles it.  Similarly, Cable Crafters must file an
action to foreclose on its mechanic's lien in Los Angeles
County, California, this month, or risk the loss of lien rights
to which Cable Crafters is entitled by state law.  Risk of loss
of Cable Crafters' liens constitutes "cause" for relief from

Jeffrey A. Cooper, Esq., at Carella Byrne Bain Gilfillan Checchi
Stewart & Olstein, in Roseland, New Jersey, informs the Court
that prior to May 2002, Cable Crafters entered into agreements
with the ACOM Debtors for Cable Crafters to provide construction
labor and materials to two works of improvement -- voice, video,
and data telecommunications and cable television systems in San
Diego County and Los Angeles County, California.

Cable Crafters furnished construction labor and materials with
an agreed value over $1,572,662.32 to the Projects.  The ACOM
Debtors remain indebted to Cable Crafters in the principal
amount of $1,572,662.32, all for construction labor and
materials Cable Crafters supplied to the Projects prepetition.

Mr. Cooper recounts that on April 19, 2002, Cable Crafters
completed its work in San Diego County.  On May 17, 2002, the
ACOM Debtors directed Cable Crafters to stop work in Los Angeles
County.  As a result, the Los Angeles County Project remains

To protect its interests, Mr. Cooper relates that Cable Crafters
began recording mechanic's liens on the Projects.  On July 18,
2002, Cable Crafters recorded its mechanic's lien in San Diego
County, California, for $22,089.98.  A few days later, Cable
Crafters recorded its mechanic's lien in Los Angeles County,
California, for $1,550,572.34.

Balancing the hardships tips heavily in favor of lifting the
stay to allow Cable Crafters to file its actions.  Cable
Crafters may suffer irreparable hardship if the stay is not
lifted: Cable Crafters must commence its action in state court,
specifically in San Diego County and Los Angeles County,
California, or risk loss of its liens.

Cable Crafters believes there is no colorable dispute as to the
validity of its liens.  In the event the Debtors were to dispute
the validity of Cable Crafters' liens, Mr. Cooper argues that it
would by necessity to litigate that issue, whether in an action
in the Bankruptcy Court to determine the liens' validity or in a
lien foreclosure action in California.  The difference does not
impose a serious hardship on the Debtors, if indeed it imposes
any hardship.

Mr. Cooper insists that the mechanic's lien foreclosures
implicate only issues of state law, not requiring the Bankruptcy
Court's special expertise.  The Debtors may suffer some minimal
inconvenience in defending the action in California.  However,
even if Cable Crafters could file the lien foreclosure actions
in Bankruptcy Court, the Debtors' defense would require an
expertise in California law and would require as witnesses the
Debtors' employees on site in California.  Thus, California is
the most convenient forum for prosecution of the action.

Even assuming Cable Crafters could prosecute its lien claims in
the Bankruptcy Court, the Bankruptcy Court's calendar would be
disrupted by the need to determine issues solely of California
law.  Mr. Cooper believes that the Bankruptcy Court is likely
less conversant with those issues than California state courts.
(Adelphia Bankruptcy News, Issue No. 21; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

Adelphia Communications' 10.25% bonds due 2006 (ADEL06USR1) are
trading at 30 cents-on-the-dollar, DebtTraders reports. See
for real-time bond pricing.

AMERCO: Initiates Financial Restructuring Talks with Creditors
AMERCO (Nasdaq: UHAL), parent company to North America's largest
do-it-yourself household moving and storage company, is
currently in discussions with bondholders and lenders concerning
a consensual reorganization of the Company's balance sheet.

After suspending the October 15, 2002 payment of the Series-C
1997 Bond Backed Asset Trust, the Company retained Crossroads,
LLC to assist in assessing the Company's strategic financial
alternatives. AMERCO has confidence that the work in progress
supports efforts to favorably restructure our debt.

As recently stated, "AMERCO is an extremely asset-rich Company.A
A We intend to emerge from this restructuring as a stronger,
more competitive Company that will continue to deliver improved
performance as the largest do-it-yourself moving and storage
operator in North America. Restructuring our balance sheet will
give the Company an appropriate capital structure to support our
business plan. We fully expect our vendors to work with us
during the restructuring period as they have with other
companies in similar situations. While we are taking advantage
of this opportunity to recapitalize our balance sheet, we
continue to make our interest payments to our banks."

AMERCO is the parent company of U-Haul International, Inc.,
Republic Western Insurance Company, Oxford Life Insurance
Company and Amerco Real Estate Company. U-Haul is experiencing
another year of record rental transactions and the insurance
companies continue to improve financial performance. In short,
the Company's businesses are the strongest they have been in
some time.

For more information about AMERCO, visit

AMERICAN HOMEPATIENT: UST Names Five-Member Creditors' Committee
Ellen B. Vergos, the United States Trustee for Region 8,
appoints a five-member Official Committee of Unsecured Creditors
in the chapter 11 case of American Homepatient, Inc.  The five
appointees are:

     1) Invacare Corp.
        Invacare Supply Group
        Contact: Mike Grospitch
        Financial Services Manager
        1320 Taylor Street
        Elyria, Ohio 44036
        Phone: 440 329 6686
        Tel: 440 366 5869

     2) Respironics, Inc.
        Wayne Bognar, Mgr. Trade Finance
        Susan Arnold, Credit Risk, National accounts
        1010 Murry Ridge Lane
        Murrysville, PA 15668
        Phone: 724 387 4059/724 387 4036
        Fax: 724 387 5022

     3) Resmed Corp.
        Contact: Corbet Lancaster, Controller
        14140, CA 92064-6857
        Phone: 858 746 2570
        Fax: 858 746 2930

     4) Ross Products Div. of Abbot Laboratories
        Contact: Ralph Devine
        Director of Treasury Operations
        625 Cleveland Avenue
        Columbus, Ohio 43215
        Phone: 614 624 5693
        Fax: 614 727 5693

     5) Mallinckrodt, Inc.
        Contact: Bill Stables
        Director of Credit & Collections
        675 McDonnell Boulevard
        St. Louis, MO 63042
        Phone: 314 654 6054
        Fax: 314 654 4037

American Homepatient, Inc., provides home health care services
and products consisting primarily of respiratory and infusion
therapies and the rental and sale of home medical equipment and
home care supplies. The Company filed for chapter 11 protection
on July 31, 2002, in the U.S. Bankruptcy Court for the Middle
District of Tennessee.  Glenn B. Rose, Esq., at Harwell Howard
Hyne Gabbert & Manner, PC represents the Debtor in its
restructuring efforts. When the Company filed for protection
from its creditors, it listed $269,240,077 in assets and
$322,129,850 in debts.

AMERICAN TOWER: Amends Certain Units' Credit Facility Pacts
American Tower Corporation (NYSE: AMT) has amended certain
provisions of the loan agreement for the senior secured credit
facilities of certain of its subsidiaries.

The senior secured credit facilities consist of an $850 million
term loan A, a $500 million term loan B, and a $650 million
revolving line of credit, of which $490 million remained undrawn
and available as of September 30, 2002. The Company's current
business plan anticipates nominal, if any, incremental borrowing
needs until free cash flow is achieved, which is expected to
occur in early 2003. Free cash flow means the Company will be
generating EBITDA in excess of interest expense and capital
expenditures. The borrowers have maintained compliance with all
covenants. Several of the key provisions of the amendment are:

     - Pro Forma Debt Service covenant is eased to a ratio of
       1.00 to 1.00 from a ratio of 1.10 to 1.00 for all
       remaining quarters beginning with the quarter ending
       December 31, 2002;

     - Consistent with our previously announced intention to
       sell Verestar, Verestar is no longer a borrower and its
       subsidiaries are no longer restricted subsidiaries, but
       the lenders' maintain their collateral position in these
       assets prior to any potential sale;

     - Leverage Ratio is tightened by one half-turn for all
       remaining quarters;

     - Certain permitted investment baskets are reduced or

In consideration for the amendments, the applicable margins were
increased by 50 basis points (with minimum applicable margins
through September 2003) and the borrowers paid an amendment fee
of 25 basis points to consenting lenders. A full description of
the amendment is available in an 8-K filed with the SEC on
October 23, 2002.

American Tower is the leading independent owner, operator and
developer of broadcast and wireless communications sites in
North America. American Tower operates approximately 14,400
sites in the United States, Mexico, and Brazil, including
approximately 300 broadcast tower sites. Of the 14,400 sites,
approximately 13,500 are owned or leased towers and
approximately 900 are managed and lease/sublease sites.
Headquartered in Boston, American Tower has regional hub offices
in Boston, Chicago, Phoenix, and Mexico City. For more
information about American Tower Corporation and its subsidiary
Verestar, Inc., please visit their Web sites

As previously reported, Standard & Poor's placed its single-'B'-
plus corporate credit ratings on American Tower Corp., and Crown
Castle International Corp., and its single-'B' corporate credit
rating on SBA Communications Corp., on CreditWatch with negative

DebtTraders reports that American Tower Corp.'s 9.375% bonds due
2009 (AMT09USN1) are trading 53.5 cents-on-the-dollar. See  
real-time bond pricing.

ANC RENTAL: Consolidating Operations at Sarasota-Bradenton
ANC Rental Corporation and its debtor-affiliates seek the
Court's authority to:

-- reject the National Concession Agreement and the National
   Lease, and

-- assume the Alamo Concession Agreement and the Alamo Lease and
   assign them to ANC Rental Corporation.

Michael D. DeBaecke, Esq., at Blank Rome Comisky & McCauley LLP,
in Wilmington, Delaware, informs the Court the agreements relate
to the Debtors' operations at the Sarasota-Bradenton Airport in
Sarasota, Florida.

Mr. DeBaecke asserts that the request is in the Debtors' best
interest because it will result in savings of over $1,134,000
per year in fixed facility costs and other operational cost
savings. (ANC Rental Bankruptcy News, Issue No. 21; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

ANGEION CORPORATION: Launches Corporate Web Site for Investors
Angeion Corporation (Nasdaq: ANGQC) has launched a corporate,
investor-focused Web site at  The  
site has easy-to-download versions of SEC filings, news releases
and other information pertinent to investors.  The company
currently has a joint reorganization plan pending and expects to
emerge from bankruptcy debt free later this month.

Founded in 1986, Angeion Corporation acquired Medical Graphics
-- in December 1999.  Medical  
Graphics develops, manufactures and markets non-invasive cardio-
respiratory diagnostic systems and related software for the
management and improvement of cardio-respiratory health.  The
Company has also introduced a line of health and fitness
products, many of which are derived from Medical Graphics' core
technologies. These products, marketed under the New Leaf Health
and Fitness Brand -- help  
consumers effectively manage their weight and improve their
fitness.  They are marketed to the consumer primarily through
health and fitness clubs and cardiac rehabilitation centers.

AOL TIME WARNER: Working Capital Deficit Narrows to $2.1 Billion
AOL Time Warner Inc., (NYSE:AOL) reported financial results for
its third quarter ended September 30, 2002.

The Company also announced it will restate its financial results
for the quarters ended September 30, 2000 through the quarter
ended June 30, 2002, which will reduce, in total, revenues by
$190 million and EBITDA by $97 million, as a result of the
Company's previously announced internal review of certain
advertising and commerce transactions at its America Online

For the third quarter 2002, revenues increased 6% over the same
period in 2001 to $10.0 billion. Subscription revenues climbed
13% to $4.8 billion, due to continued subscriber growth in the
Company's America Online, Cable and Networks businesses. Content
and Other revenues grew 8% to $3.5 billion, led by the quarter's
home video success of The Lord of the Rings: The Fellowship of
the Ring and strong theatrical results of Austin Powers in
Goldmember. Advertising and Commerce revenues declined 12% to
$1.7 billion, due to weakness in online advertising and
difficult comparisons to last year as a result of the closure of
the Warner Bros. Studio Stores, partially offset by improvements
in advertising at the Networks and Publishing divisions.

EBITDA for the quarter totaled $2.2 billion, down 1% from 2001,
due primarily to a decline at America Online, offset partially
by double-digit EBITDA growth at the Company's Networks, Cable,
Publishing and Music divisions, and an 8% increase at the Filmed
Entertainment division. Cash EPS for the quarter declined to
$0.19 compared to $0.24 in the prior period, mainly as a result
of increased depreciation. The EBITDA margin for the third
quarter of 2002 decreased to 22%, compared to 23% in the third
quarter of 2001, reflecting primarily declines in high-margin
advertising revenues at America Online.

The Company generated $1.4 billion in Free Cash Flow during the
quarter. For the first nine months of 2002, Free Cash Flow
totaled $4.0 billion, up 151%, versus $1.6 billion for the same
period last year. This significant increase in Free Cash Flow
was due principally to lower working capital requirements and
lower capital spending. Free Cash Flow represented 64% of EBITDA
for the first nine months of 2002.

At September 30, 2002, AOL Time Warner's balance sheets show
that its total current liabilities exceeded its total current
assets by about $2.1 billion.

Chief Executive Officer Dick Parsons said: "In connection with
our ongoing internal review of certain advertising and commerce
transactions at America Online, we will be restating our
financial results for a two-year period. Even though the total
amount of the restatement represents a small portion of America
Online's total revenues during the period, we have taken, and do
take, this matter very seriously. We have devoted a significant
amount of time and resources to our review and, based on the
substantial work we have done to date, do not expect any further
restatements from it. This restatement will not affect the
Company's committed liquidity, which includes over $8 billion of
cash and unused bank facilities."

Mr. Parsons continued: "Turning to the Company's third-quarter
results, I'm pleased that our overall performance was right in
line with expectations. Our operating results reflected the
continued collective strength of our traditional media and
entertainment businesses, offset by the declining trend in
advertising at America Online. We also generated a substantial
amount of Free Cash Flow for the third quarter in a row this
year. Importantly, this quarter's performance keeps us on track
to deliver on our overall Company full-year revenue and EBITDA
goals. As we move forward, we will stay focused on growing our
businesses, putting the right plan in place for America Online,
and continuing our progress toward achieving our other top

                 Consolidated Reported Results

The Company reported a loss from continuing operations of $55
million in the third quarter of 2002 (which includes $733
million of pre-tax non-cash charges reflecting the write-downs
of certain investments in the AOL Time Warner investment
portfolio and $77 million of restructuring charges related
primarily to lease obligations at America Online for network
modems). This compares to a reported loss from continuing
operations of $987 million in the same quarter of 2001. The 2001
third quarter results included $134 million of merger and
restructuring expenses and $196 million of pre-tax non-cash
charges reflecting the write-downs of certain investments in the
AOL Time Warner investment portfolio, and goodwill and
intangible amortization of approximately $1.7 billion, which did
not recur in 2002 due to the adoption of FAS 142.

During the third quarter of 2002, in connection with the
restructuring of the cable partnership between Time Warner
Entertainment Company, L.P., and Advance/Newhouse, the Company
began reflecting certain cable systems as discontinued
operations. Including the effect of discontinued operations, the
Company reported net income of $57 million in the third quarter
of 2002, as compared to net loss of $997 million in the third
quarter of 2001.

            Restatement of Prior Financial Information

The Company has been conducting an internal review of certain
advertising and commerce transactions at the America Online
division under the direction of the Company's Chief Financial
Officer. In connection with this internal review, the financial
results for the quarters ended September 30, 2000 through June
30, 2002 will be restated. The total impact of the adjustments
will be to reduce the Company's consolidated advertising and
commerce revenues by $190 million over these eight quarterly
periods, with a corresponding reduction in EBITDA for the same
time period of $97 million. For the America Online division, the
impact of the adjustments will be to reduce advertising and
commerce revenues by $168 million over these eight quarterly
periods, with a corresponding reduction in EBITDA for that same
time period of $97 million. The remaining $22 million represents
a reduction in revenues from certain transactions related to the
America Online division in which the advertising was delivered
by other AOL Time Warner divisions.

The adjustments represent approximately 1% of the America Online
division's total revenues for that same two-year period,
approximately 3.4% of its advertising and commerce revenues, and
approximately 1.9% of its EBITDA. The largest impact of the
adjustments is in the quarter ended September 30, 2000, for
which advertising and commerce revenues will be reduced by $66
million and EBITDA will be reduced by $30 million. It is
expected that restated financial statements for the affected
periods will be filed with the Securities and Exchange
Commission in the fourth quarter. The Company's financial
statements for the affected periods should no longer be relied
upon as a result of the announced restatement, including the
audited financial statements for 2000 and 2001 contained in the
Company's Annual Report on Form 10-K.

While the internal review is still ongoing, based on the
substantial work done to date, the Company does not expect any
further restatements as a result of this review. The Company
also will continue its efforts to cooperate with the separate
investigations of the Company being conducted by the Securities
and Exchange Commission and the Department of Justice. The
Company is unable to predict the outcome of these

For more detailed information regarding the restatement of the
Company's prior period financial results, refer to the Current
Report on Form 8-K furnished today by the Company with the
Securities and Exchange Commission.

                         Business Outlook

The Company reaffirmed that it expects full-year revenue growth
within the previously announced 5% to 8% range and full-year
EBITDA growth at the low end of the previously announced 5% to
9% range.

America Online

America Online's EBITDA declined 30% in the quarter on revenues
that fell 7%.

Growth in America Online's Subscription revenues was more than
offset by declines in Advertising and Commerce and in Content
and Other revenues. Subscription growth continued to be strong,
with revenues increasing 15%, as a result of membership growth
in the US and Europe. Advertising and Commerce revenues
decreased by 48% in the quarter, reflecting a reduction in the
benefits from prior-period contract sales and continued softness
in online advertising. In the Advertising and Commerce category,
intercompany advertising was essentially flat. Content and Other
revenues declined 63% to $67 million in the quarter, primarily
as a result of the termination of the iPlanet agreement in 2001.

EBITDA results reflected the decline in high-margin advertising
revenues, the end of the iPlanet agreement, and an increase in
marketing expenses, which were offset in part by an improved
performance at AOL Europe's operations driven by revenue growth
and network efficiencies.

Earlier this month, the AOL service officially launched its
next-generation software, AOL 8.0, which is focused on enhancing
what members use and care about most - more convenient e-mail
and instant messaging, more relevant content that's easily
personalized for members' interests, easier and more powerful
Parental Controls to keep children safe online, new tools to
build online communities and an automatic reconnect feature to
make the service more reliable than ever. AOL 8.0 has been
downloaded a record-breaking 5 million-plus times in the two
weeks since it has become available, and has been used by more
than 8 million AOL Screen Names.

At September 30, the AOL service's worldwide membership totaled
35.3 million, including 26.7 million in the US and 6.1 million
in Europe. The AOL service added 206,000 net members worldwide
in the quarter, including 129,000 in the US and 148,000 in
Europe. Elsewhere in the world, AOL membership declined by
71,000, due primarily to difficult economic conditions in Latin
America and continued initiatives at America Online Latin
America, Inc. (NASDAQ-SCM:AOLA) to better target higher value
members. During the quarter, AOL members in the US spent an
average of 69 minutes online per day, up from 64 minutes in the
year-ago quarter.

In September, according to Jupiter Media Metrix, AOL Time
Warner's network of Web properties drew an industry-high 94.8
million unique visitors, up 17% year over year, totaling 75.4%
of all domestic online users.


Cable's EBITDA climbed 11% in the quarter on a 14% increase in

Subscription revenues grew a strong 15%, driven by increased
basic, digital and high-speed data subscribers and higher basic
cable rates. Advertising and Commerce revenues climbed 5%, due
to increased intercompany advertising, offset in part by a
decrease in advertising from programmers promoting channel

The EBITDA gains reflected increases in basic, digital and high-
speed data revenues, partly offset by higher programming
expenses, costs associated with the rollout of new digital and
high-speed data services and development spending in the
Company's Interactive Video division.

Basic cable subscribers increased at an annual rate of 1.5%.
Time Warner Cable added 229,000 net digital video subscribers
during the quarter to reach a total of 3.5 million. This is an
increase of 1.1 million subscribers, or 47%, over the subscriber
level at September 30, 2001. As a leading US broadband provider,
Time Warner Cable added 257,000 net high-speed data subscribers
this quarter for a total of 2.3 million. This is an increase of
945,000 subscribers, or 69%, since the end of the 2001 third
quarter. At the end of the quarter, digital video subscribers
represented 32% of basic cable subscribers, while high-speed
data subscribers represented 13% of eligible homes passed.

To date, Time Warner Cable has launched video-on-demand,
subscription video-on-demand or both services in 32 of its 34

Filmed Entertainment

Filmed Entertainment's EBITDA rose 8% in the quarter on a 25%
increase in revenues.

Growth in Content and Other revenues was partially offset by
declines in Advertising and Commerce revenues. The 28% increase
in Content and Other revenues was primarily due to the worldwide
home video release of New Line's The Lord of the Rings and the
carry-over successes of previously released home videos,
including Warner Bros.' Harry Potter and the Sorcerer's Stone
and Ocean's Eleven. Also contributing to revenues was the
theatrical release of New Line's Austin Powers in Goldmember
($283 million in worldwide box office to date), which was the
top 2002 summer comedy and highest-grossing film domestically in
the Austin Powers series. The 61% decrease in Advertising and
Commerce revenues resulted primarily from the 2001 closing of
the Warner Bros. Studio Stores.

The quarter's EBITDA growth was driven primarily by increased
revenues from home video, offset in part by lower box office
results at Warner Bros.

For the second consecutive quarter, worldwide DVD revenue more
than doubled year over year.

For the first nine months of the year, Warner Bros. and New Line
generated $683 million and $595 million respectively in domestic
box office - combining for an industry share of 19.1%, up from
16.2% in the prior-year period.

Last month, Warner Bros. Television received nine Primetime Emmy
awards. The West Wing won five awards, including Outstanding
Drama Series for a rare third consecutive year, and Friends -
the #1 comedy on television - was honored with the Outstanding
Comedy Series and Outstanding Lead Actress in a Comedy Series


Networks' EBITDA increased 16% in the quarter on revenue growth
of 10%.

Subscription, Advertising and Commerce, and Content and Other
revenues all increased during the quarter. Subscription revenue
gains of 8% resulted from an increase in domestic subscribers
and subscription rates - led by the TNT, TBS Superstation, CNN
and Cartoon Network cable networks, as well as the HBO and
Cinemax pay services. Advertising and Commerce revenues
increased 7%, reflecting continued improvement in cable
television advertising, as well as increased advertising revenue
at The WB due to higher CPMs. Content and Other revenues
increased 39%, due primarily to higher home video and foreign
sales of HBO's original programming.

The EBITDA increase reflects across-the-board higher revenues,
partially offset by increases in programming expenses.

In the first four weeks of its new season, The WB's delivery of
viewers 12-34 is running 23% higher than the same period last
year - led by 7th Heaven and Everwood, as well as Smallville,
Gilmore Girls and Birds of Prey, which are produced by Warner
Bros. Television. For the quarter, The WB was the highest-rated
network among female teens, and The Kids' WB! ranked #1 with
kids 2-11, kids 6-11, boys 2-11 and boys 6-11 versus its
broadcast competition.

For the 19th consecutive quarter, TBS Superstation was the #1
basic cable network among adults 18-34 in total day. TNT was the
leading basic cable network in primetime delivery of adults 18-
49 and 25-54 in the quarter, and won three Primetime Emmy
awards. Cartoon Network ranked #1 in primetime delivery of kids
2-11 for the 10th consecutive quarter.

Among CNN's signature shows during the quarter, American Morning
with Paula Zahn, Lou Dobbs Moneyline and Crossfire all
experienced double-digit increases in total viewers, and Larry
King Live was the most-watched cable news program in its time
period, with a 1.3 household rating.

HBO earned 24 Primetime Emmy awards, tied for first among
networks, including six awards each for Band of Brothers and Six
Feet Under, which won the most of any drama series, and three
each for The Gathering Storm and Sex and the City. In addition,
the season premiere of The Sopranos last month became the most-
watched original program in HBO's 30-year history, and was the
week's #1 primetime program among adults 18-34.


Warner Music Group's EBITDA increased 10% in the quarter on
revenue gains of 2%.

The revenue growth reflected the acquisition of Word
Entertainment, lower provisions for actual and future returns,
favorable currency translation and improved performances in DVD
manufacturing volume, offset in part by declines in recorded
music shipments related to the ongoing weakness in the worldwide
music industry and lower DVD manufacturing prices.

The EBITDA increase was primarily due to the revenue increase,
including the favorable effect from lower returns, lower
marketing and overhead costs, and lower bad debt expenses,
offset in part by higher artist and repertoire costs.

On a year-to-date basis, Warner Music improved its competitive
position despite difficult industry trends. According to
Soundscan, Warner Music's domestic album share through September
30 was 17.2% - ranking second among all music companies - up
from 16.8% at December 31, 2001.

Top worldwide sellers in the quarter included established
artists such as Red Hot Chili Peppers and Linkin Park, and
strong carryover sales from Josh Groban and P.O.D.


Publishing's EBITDA grew 23% in the quarter on revenue gains of

Revenue growth reflected gains in Subscription, Advertising and
Commerce, and Content and Other revenues. Subscription revenues
were up 8% from the previous year, due primarily to lower
commission payments to subscription agents. Advertising and
Commerce revenues grew 13%, largely because of Synapse, a
subscription marketing company acquired in December 2001,
increased intercompany revenues, continued improvements in
advertising and an additional issue of each of the major weekly

EBITDA growth reflected the increase in revenues, improved
performance associated with the integration of Synapse and IPC
Media, the largest publisher in the UK, acquired in October
2001, and significant savings from cost-reduction efforts.

Based on Publishers Information Bureau data, Time Inc.'s 2002
share of overall domestic advertising through September 30 was
24.8%, up 1.4 percentage points from the same period last year.
This represents Time Inc.'s best nine-month share performance
since 1988. Based on PIB advertising spending data, Time Inc.
has outperformed the rest of the industry this year through
September by 7.6 percentage points.

AOL Time Warner Book Group added 8 titles to the New York Times
bestsellers list during the third quarter, bringing the year-to-
date total to 43. Popular titles this quarter included Alice
Sebold's The Lovely Bones, which is the biggest-selling novel of
the year, as well as Nicholas Sparks' Nights in Rodanthe and
David Baldacci's Last Man Standing.

Probable Impairment of Goodwill

While the Company's overall goodwill impairment analysis under
FAS 142 will not be completed until the fourth quarter, based on
current market conditions and lower than expected performance at
the America Online division, management believes that it is
probable that a substantial overall goodwill impairment has
occurred as of September 30, 2002.

At this time, management is unable to reasonably estimate the
magnitude of such an impairment. The factors that will affect
the magnitude of impairment include management's revised
operating plan of the America Online division, the results of
the Company's overall current budgeting and long-term planning
process, and a valuation of assets and liabilities, all of which
will be completed in the fourth quarter.

Additionally, the magnitude of any impairment also will take
into consideration market conditions, including the extent to
which the stock price of comparable companies in the cable
industry continue to experience a sustained decline in values.
Any write-off would be non-cash in nature and, therefore, is not
expected to affect the Company's liquidity or result in non-
compliance with any debt covenants, including the Company's
covenant to maintain at least $50 billion of net worth contained
in the Company's primary credit facilities.

AOL Time Warner is the world's leading media and entertainment
company, whose businesses include interactive services, cable
systems, filmed entertainment, television networks, music and

AT&T WIRELESS: Services Revenue Up by 16% to $3.7BB in Q3 2002
AT&T Wireless (NYSE: AWE) reported a strong third quarter with
services revenue for the mobility business increasing 16 percent
to $3.765 billion compared to $3.239 billion for the year-ago

Earnings per share (EPS), excluding non-cash impairment charges,
was $0.04 for the third quarter. These non-cash charges include
wireless licensing costs impairments, charges related to the
company's investments in unconsolidated subsidiaries and a
valuation reserve on deferred taxes. The company's reported loss
per share was $0.76 in the third quarter, including a net impact
of $0.80 from these non-cash charges. In the year-ago quarter,
the company had EPS of $0.03 per share.

In accordance with accounting principles (SFAS 142) the company
no longer amortizes goodwill and other intangible assets, which
are primarily wireless licenses, with indefinite useful lives.
The company will now evaluate these assets for impairment
annually in the third quarter using a fair value approach. As a
result, the company recorded a pre-tax impairment of licensing
costs of $1.3 billion. Additionally, the company recorded a pre-
tax charge of $1.0 billion related to its unconsolidated
subsidiaries. The charge includes $631 million based on the
company's assessment of the value of its unconsolidated
subsidiaries and $369 million representing the company's
proportionate share of the SFAS 142 charges recorded by its
unconsolidated subsidiaries. Finally, in line with SFAS 109, the
company recorded $740 million as a valuation reserve against its
deferred tax assets.

Third quarter mobility EBITDA (defined as operating income
excluding depreciation and amortization), excluding the pre-tax
impairment of licensing costs:

     --  grew 34 percent to a record $1.075 billion compared to
$803 million for the year-ago quarter, primarily the result of a
rise in services revenue coupled with cost reduction efforts;

     --  surpassed the $1 billion mark for mobility EBITDA for
the second consecutive quarter; and,

     --  increased EBITDA margin (as a percent of services
revenue) for the mobility business, to a single-quarter record
of 28.6 percent for the third quarter, a 380-basis point
increase from the 24.8 percent margin for the year-ago quarter.

"AT&T Wireless again delivered solid quarterly financial results
by almost every operational measure," said AT&T Wireless
Chairman and CEO John D. Zeglis. "Faced with the challenges of
WorldCom's bankruptcy and a tough economy, we reported strong
services revenue growth coupled with the company's best ever
EBITDA of $1.075 billion, excluding the non-cash impairment
charges. We continue to do an excellent job of retaining our
customers although churn was up due to the impact of WorldCom's
exit from the wireless business.

"Neither the impact from WorldCom, which is largely behind us,
nor the impairment charges announced today affect the continued
profitable growth of our company," he added. "The impairment
charges are non-cash and reflect a lower value in our
investments in other wireless carriers and in spectrum licenses.

"Most important, our focus and commitment to deliver solid
results is steadfast," Zeglis said. "We're balancing growth with
profitability. While we work to expand revenues, we expect our
EBITDA, excluding any impairment charges, to grow faster than
revenues. And that's exactly what we did last quarter with
EBITDA growing at 34 percent, without impairment charges, and
services revenues growing at 16 percent."

Services revenue for the mobility business increased 16.2
percent to $3.765 billion compared to $3.239 billion for the
year-ago quarter. The increase includes revenue associated with
TeleCorp subsequent to its acquisition on February 15, 2002 and
represents the company's eighteenth consecutive quarter of
services revenue growth. Services revenue was also impacted
positively by growth in the consolidated net subscriber base
while being offset by a year-over-year decline in average
revenue per user. Equipment revenue was $298 million in the
third quarter, an increase of 15.9 percent compared with the
prior year's quarter of $257 million. The growth is primarily
due to a rise in handset volume, higher average unit prices and
an increase in accessory sales.

Total revenue for the third quarter rose to $4.063 billion, an
increase of 16.2 percent compared to the year-ago quarter.

Minutes of use per subscriber climbed to a record level of 484
average minutes per subscriber per month in the third quarter,
an increase from 389 minutes in the year-ago quarter.

ARPU was $61.60 in the third quarter, a 2.0 percent increase
from the $60.40 reported for the second quarter. For the second
consecutive quarter this year, ARPU increased sequentially. The
company said the increase in ARPU was primarily the result of
seasonally higher roaming revenue as well as fewer lower-ARPU
reseller subscribers in the subscriber base, pricing actions,
increased data revenues from SMS and the introduction of new
revenue sources such as international roaming. Compared to the
year-ago quarter, ARPU decreased 3.1 percent primarily due to
continuing competitive pricing but also reflecting the company's
success in moving customers to more optimal calling plans based
on their needs.

Churn for the third quarter was 2.9 percent, a 20-basis point
reduction from the year-ago quarter and a 50-basis point
increase from the second quarter of 2002. The decrease from the
year-ago quarter resulted from the movement of customers onto
calling plans that better fit their needs as well as an
increased number of customers extending service contracts. The
increase from the second quarter is the result of the continuing
impact of the WorldCom customer migration. Deactivations of
WorldCom customers negatively impacted our third quarter churn
by 40 basis points. Churn relating to post-paid programs was the
same as the prior-year quarter at 2.6 percent.

Consolidated subscriber net additions for the mobility business
totaled 201,000. Total consolidated subscribers were 20.154
million at the end of the third quarter, representing a 17.7
percent increase from the prior year quarter, including the
subscribers associated with the acquisition of TeleCorp. Total
subscribers including affiliates were 22.1 million, a 12.2
percent increase from the 19.7 million recorded at the end of
the third quarter last year.

Capital expenditures for the quarter, excluding internal use
software, were $1.210 billion. The sequential increase from the
second quarter was primarily due to the launch of several key
markets of AT&T Wireless' new advanced GSM/GPRS network, which
was built out in 100 percent of the company's pre-TeleCorp
footprint months ahead of schedule. AT&T Wireless now has the
largest GSM/GPRS network in North America. Recent cities
launched include New York City, Los Angeles, San Francisco,
Philadelphia and Boston.

The company said it's now installing GSM/GPRS equipment in 12 of
the 15 TeleCorp markets in the fourth quarter so they can be
launched in 2003.

                 2002 Financial Expectations

AT&T Wireless reiterated its 2002 financial expectations for
services revenue, EBITDA, customer additions and capital

Services revenue is expected to increase in the mid-teens
percentage rate for 2002 compared with the company's 2001
services revenue of $12.532 billion.

The company once again said it expected 2002 mobility EBITDA,
excluding the impairment charges, to grow in the low- to mid-20s
percentage range compared to last year. Given the current
economic climate and competitive environment, AT&T Wireless said
it continues to expect mobility EBITDA to come in at the lower
end of that range.

Net subscriber additions for 2002 are expected to be in the
range of 2.0 to 2.2 million, in addition to the 839,000
subscribers the company added when it acquired TeleCorp earlier
this year. AT&T Wireless again said it expects to come in at the
low end of that range. Total subscriber growth for 2002 is
expected to be between 2.8 and 3.0 million, a 16 percent
increase from the company's 2001 year-end subscriber total of
18.0 million subscribers.

The company said the 2002 year-end subscriber total as well as
full-year services revenue and EBITDA, could be impacted by the
final resolution of the WorldCom situation, the strength of the
economy, consumer confidence or the competitive environment.

Capital expenditures for 2002, excluding internal use software,
are expected to total approximately $5.1 billion. Once again,
AT&T Wireless said that it expects total 2003 capital
expenditures not to exceed $4 billion.

AT&T Wireless (NYSE: AWE) is the largest independently traded
wireless carrier in the United States, following our split from
AT&T on July 9, 2001. We operate one of the largest digital
wireless networks in North America. With 20.2 million
subscribers, and full-year 2001 revenues exceeding $13.6
billion, AT&T Wireless is committed to being among the first to
deliver the next generation of wireless products and services.
Today, we offer customers high-quality mobile wireless
communications services, voice or data, to businesses or
consumers, in the U.S. and internationally. AT&T Wireless
Customer Advantage is our commitment to ensure that customers
have the right equipment, the right calling plan, and the right
customer services options -- today and tomorrow. For more
information, please visit the Company's Web site at

According to Bloomberg's Distressed Bonds List, AT&T Wireless'
8.75% bonds due 2031, with ticker symbol 'AWE', are currently
trading at 71 cents-on-the-dollar.

ATLANTIC COAST: Pursuing Plan to Retire Jetstream-41 Fleet
Atlantic Coast Airlines Holdings, Inc., (Nasdaq: ACAI) parent of
Atlantic Coast Airlines, which operates in the Eastern and
Midwestern United States as United Express, and as part of the
Delta Connection program in the Eastern U.S. and Canada,
reported third quarter net income of $8.5 million compared to
$12.8 million during the same period in 2001.

The results for third quarter 2002 include charges of $7.6
million ($4.5 million after-tax) associated with the early
retirement of Jetstream-41 turboprop aircraft.  The results for
the third quarter 2001 included government compensation of $2.8
million after-tax associated with the Airline Stabilization Act.  
Excluding these amounts, the company's net income for third
quarter 2002 would have been $13.0 million compared to $10.0
million for the same period in 2001.  The company is continuing
with its previously announced plan to retire its J-41 fleet and
has said that it will record additional charges in the future
related to the remaining J-41 aircraft.

Executive Vice President and Chief Financial Officer Richard
Surratt said, "Our third quarter results were lower than
anticipated as a result of several unexpected items.  Revenues
for certain new United Express markets were based on estimates
using a model for setting new market rates proposed by United
Airlines during the year.  Final rate calculations for these new
markets were agreed upon following an adjustment to the model
recently identified by United to more accurately reflect actual
operating costs. The resulting change caused a reduction of $1.4
million in revenues compared to estimates, of which $900,000 was
associated with flights operated during the first half of 2002.
On the expense side, we incurred higher direct maintenance
expenses for the Fairchild Dornier 328JET as a result of the
loss of warranties following Fairchild's bankruptcy filing, and
legal fees associated with bankruptcy claims against Fairchild.  
This caused us to incur approximately $1 million in higher

During the third quarter 2002, ACA generated approximately 1.1
billion available seat miles, an increase of 31.1 percent over
the same period last year.  The company carried 1,922,839
passengers, an increase of 45.0 percent over the same period
last year.  Load factor improved 8.4 points to 68.0% for the
third quarter compared to 59.6% in the third quarter 2001.

Atlantic Coast Airlines reported the following developments
during the third quarter:

     * In September, ACA took possession of its 100th jet
aircraft.  The company's regional jet program -- which began
with an initial order for 12 CRJ-200s five years ago -- is
scheduled to continue growing to at least 154 jets by April
2004.  During 2004, the company is expected to have completed
the retirement of all its remaining J-41 turboprops, and would
then be operating an all-jet fleet.

     * The company announced that at the request of Delta Air
Lines and the Delta Connection management team, it has agreed to
redeploy its Delta Connection aircraft, flight crews and
maintenance staff from New York LaGuardia to Cincinnati.  The
move will be completed on November 1, and will reduce the number
of ACA's Delta Connection hubs from three to two. This is
expected to have a significant positive impact on operational

     * United Express/ACA introduced new service from Chicago
O'Hare to South Bend, IN and announced new service to begin from
Chicago O'Hare to St. Louis and Colorado Springs, as well as
from Washington Dulles to Toronto.

     * Delta Connection/ACA introduced new service from
Cincinnati to Kalamazoo, MI, Lansing, MI, Chicago Midway, Fort
Wayne, IN, Grand Rapids, MI and Saginaw, MI.

Atlantic Coast Airlines operates a fleet of 131 aircraft --
including 101 regional jets -- and offers approximately 825
daily departures, serving 68 destinations in the U.S. and
Canada.  ACA employs over 4,900 aviation professionals.

                         *    *    *

As reported in Troubled Company Reporter's September 5, 2002
edition, Blaylock & Partners' airlines and transportation
analyst Ray Neidl initiated coverage of Atlantic Coast Airlines
Holdings with a "hold" recommendation. The rating stemmed
from the possibility that UAL Corp., which provides about
80 percent of ACAI's revenues, may file for bankruptcy.  Mr.
Neidl believed that investors would tend to avoid ACAI stock
until the UAL situation is clarified.

ACAI's earnings risks are limited as long as it continues its
excellent service reputation, meeting its contract obligations
and operating in a reliable manner.  However, the main risk for
ACAI is that the airline will not get paid if flights are
cancelled, and partners can impose penalties or terminate the
contracts, as they operate under the fee-per-departure contract.

Another risk that industry observers have noted is that major
partners may try to modify their contracts, as they continue to
lose revenue.  However, Mr. Neidl disagreed since the contracts
are legally binding and the larger carriers need the service of
regional airlines now more than ever.

AVAYA INC: Red Ink Continued to Flow in Fourth Fiscal Quarter
Avaya Inc., a leading global provider of communications networks
to businesses, said revenues in the fourth fiscal quarter of
2002 were $1.152 billion compared to revenues in the third
fiscal quarter of $1.219 billion, a decline of 5.5 percent.

Compared to revenues of $1.442 billion in the fourth fiscal
quarter of last year, the decline was 20.1 percent.

SG&A expenses were 29.8 percent of revenues in the fourth fiscal
quarter, the lowest level since the third fiscal quarter of
2001. The decline in SG&A expenses narrowed Avaya's operating
loss from ongoing operations from $11 million in the third
fiscal quarter of 2002 to $6 million in the fourth fiscal
quarter of 2002, even with lower revenues.

             Cash Improvements In Fourth Fiscal Quarter

Avaya increased its cash balance to $597 million as of Sept. 30,
2002, from $406 million as of June 30, 2002. This increased cash
balance is primarily a result of an improvement in working
capital, driven largely by improved accounts receivables
collections. Expense reductions associated with the company's
ongoing restructuring also contributed to the increased cash

"Avaya's rigorous focus on managing expenses to revenues and
improving our processes has contributed to a solid cash position
and a cost structure responsive to a market that continues to be
challenging," said Don Peterson, chairman and CEO, Avaya. "While
customers continue to hold back on spending, we are benefiting
from the work we have done in the two years as an independent
company to focus on and invest resources in the high growth
areas of our market and to transform and streamline our

               Results For Fourth Fiscal Quarter

Avaya said prior to a number of one-time accounting and non-cash
charges unrelated to the operational performance of its
business, its net loss from ongoing operations in the fourth
fiscal quarter of 2002 was $67 million or a loss of 18 cents per
diluted share. This compares to net income from ongoing
operations of $18 million or 4 cents per diluted share in the
year ago quarter.

As a result of these charges, for the fourth fiscal quarter
ended Sept. 30, 2002, Avaya reported a net loss of $534 million.
The charges include:

     -- a business restructuring charge of $106 million pre-tax,
which includes $117 million associated with a restructuring
initiative the company announced in July, and $5 million for
one-time expenses and $4 million for an asset impairment, each
associated with the company's ongoing restructuring initiatives.
These charges were partially offset by a $20 million reversal of
business restructuring liabilities;

     -- a $71 million impairment charge for goodwill and
intangibles, comprised of $47 million attributed to the Small
and Medium Business Solutions Group and $24 million related to
the Converged Systems and Applications Group; and

     -- a non-cash tax charge of $290 million, which is
comprised of a $360 million charge to record a partial valuation
allowance for deferred income tax assets, partially offset by a
$70 million tax effect on the items mentioned above. The
valuation allowance was recorded as the result of a review of
the company's deferred tax assets as of Sept. 30, 2002. Deferred
tax assets, such as unused net operating losses from prior
periods, can be used to reduce taxable income in future years.

"As many other companies have done after incurring losses in
what has been a difficult business climate, Avaya's losses have
caused us to record a non-cash charge related to a portion of
our deferred tax assets," said Garry McGuire, chief financial
officer, Avaya. "The charge does not reflect our view of
business prospects in the future or our ability to utilize our
deferred tax assets when we return to profitability. We expect
to build on the improvements in cash flow and operating results
achieved in this quarter to drive toward profitability in 2003."

The reported results for the fourth fiscal quarter of 2002
compare to a net loss of $328 million or a loss of $1.17 per
diluted share in the fourth fiscal quarter of 2001.

Avaya said the company's recently amended $561 million bank
credit facility remains undrawn and available to Avaya.

        Non-Cash Pension Charge To Stockholders' Equity

The company noted it recorded a non-cash charge to stockholders'
equity of $513 million in the fourth fiscal quarter to increase
its minimum pension liability. This charge was recorded as a
direct reduction to stockholders' equity and did not affect the
loss per share in the fourth fiscal quarter or the fiscal year.

The company is taking the pension charge under Statement of
Financial Accounting Standards (SFAS) No. 87 to record a minimum
pension liability due to a decline in the value of the pension
plan asset portfolio and a decrease in the interest rate
applicable to the company's pension obligations. The company
said this charge does not affect the amount it is required to
make in cash contributions to its pension plans in fiscal 2003,
which it said is expected to be no more than $45 million.

The pension charge, combined with the operating losses recorded
in the quarter had an adverse effect on the company's
stockholders' equity.

               Ongoing Fiscal Year 2002 Results

For fiscal year 2002, the net loss from ongoing operations was
$126 million or a loss of 42 cents per diluted share. This
compares with net income from ongoing operations of $214 million
or 66 cents per diluted share for fiscal 2001.

Revenues from ongoing operations for fiscal 2002 were $4.956
billion, compared to revenues from ongoing operations in fiscal
2001 of $6.793 billion, a decline of 27.0 percent.

        Reported Results for Fiscal 2002, Including Charges

Avaya reported a net loss for fiscal 2002 of $656 million or a
loss of $2.41 per diluted share, including charges related to
the company's ongoing restructuring as well as the other charges
taken in the fourth fiscal quarter. This compares to a loss of
$352 million or a loss per diluted share of $1.33 for fiscal


Avaya has taken several actions recently to realign its business
to focus on discrete customer sets and drive additional
accountability to its individual businesses. As part of these
actions, sales, marketing and product management
responsibilities for customers have been brought together in
each of the company's reporting segments.

The Converged Systems and Applications Group has responsibility
for selling to Avaya's major customers, as well as
responsibility for managing the company's flagship Enterprise
Class Internet Protocol Solutions.

The Small & Medium Business Solutions Group sells small and
medium enterprise telephony products and applications, including
the company's IP Office system. Avaya has revamped its approach
to this market segment, including its support for its reseller

Avaya's Services Group expanded its worldwide voice and data
management business to increase the focus on selling customized
life-cycle services for customers operating or establishing
enterprise-class networks. Planning, design, implementation and
management services are now offered through a dedicated sales
team to help customers simplify the increasingly complex demands
of creating and managing networks, including Internet Protocol

Connectivity Solutions remains a part of Avaya's business and
Avaya is focused on improving its performance to realize its
potential. The business continues to use a fully integrated
sales and marketing model to reach its enterprise and service
provider customer base.

Operational highlights in the quarter included:

     -- Bell Canada and Avaya announced the availability of a
turnkey multimedia contact centre solution that allows
businesses to outsource the ownership, design, installation and
management of their customer service systems. Available to Bell
Managed Solutions customers throughout Canada, the fully managed
solution gives companies the ability to minimize investments in
call centre capital assets while still having access to the
latest customer relationship management features.

     -- The Seattle Seahawks stadium, which hosted its first
National Football League game August 10, has been equipped with
Avaya Internet Protocol Telephony systems and software
applications. The Avaya technology enables voice and data
collaboration over a converged IP -- or packet-based -- network.

     -- Avaya is implementing a major communications upgrade for
The George Washington University, a preeminent institution of
higher education located in the nation's capital. The new $7.8
million network will support more than 15,000 students, faculty
and administrators at the University's Foggy Bottom campus, just
four blocks from the White House, as well as a satellite campus
in northwestern Washington, D.C.

     -- Brazil's leading telecommunications providers will offer
managed Virtual Private Networks to its clients using Avaya's
VPN solution. With the new "VPN Simple" offer from Brasil
Telecom, a business can improve network communications with its
subsidiaries, customers, suppliers and partners cost-effectively
and securely.

     -- Avaya introduced the Avaya Enterprise Security Practice,
a comprehensive internal/external approach to network security
with assessment, policy development and design to address
vulnerabilities across communications networks (voice PBX and
Internet-Protocol telephony, data, video and wireless) and
converged applications (customer relationship management,
unified communication, interactive voice response).

                    Cash And Breakeven Outlook

The company said it expects revenues will remain under pressure
in the first fiscal quarter of 2003 due to continued slowness in
customer spending. Despite this difficult climate in the
information technology market, Avaya expects to maintain its
cash balance at the current level and is targeting to be at
breakeven by the third fiscal quarter of 2003.

Avaya Inc.'s September 30, 2002 balance sheets show total assets
of about $3.4 billion, while total shareholders' equity dropped
to about $10 million from $481 million recorded at September 30,

Avaya Inc., designs, builds and manages communications networks
for more than one million businesses around the world, including
90 percent of the Fortune(R) 500. A world leader in secure and
reliable Internet Protocol telephony systems, communications
software applications and services, Avaya is driving the
convergence of voice and data applications across IT networks
enabling businesses large and small to leverage existing and new
networks to enhance value, improve productivity and gain
competitive advantage. For more information visit the Avaya Web

                 Investment Community Conference

Avaya said it will webcast its 2002 Investment Community
Conference on Oct. 30, 2002, from 9:00 a.m. to 12:00 p.m., EST.
You access its Web site  
minutes prior to the start.

                           *   *   *

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

BCE INC: Appoints Michael J. Sabia to Board of Directors
Bell Canada Enterprises' Board of Directors announced the
appointment of Michael J. Sabia, President and Chief Executive
Officer of BCE, as a Director of the Company.  Mr. Sabia is also
Chief Executive Officer of Bell Canada and a Director of the

Richard J. Currie, Chairman of the Board of BCE, said, "We are
extremely pleased with the progress being made at BCE. Under
Michael's leadership the company has gone through a challenging
yet successful period as he continues to bring a strategic and
disciplined focus to all aspects of the company's operations."

BCE is Canada's largest communications company. It has 24
million customer connections through the wireline, wireless,
data/Internet and satellite services it provides, largely under
the Bell brand. BCE leverages those connections with extensive
content creation capabilities through Bell Globemedia which
features some of the strongest brands in the industry - CTV,
Canada's leading private broadcaster, The Globe and Mail,
Canada's National Newspaper and Sympatico-Lycos, a leading
Canadian Internet portal. As well, BCE has extensive e-commerce
capabilities provided under the BCE Emergis brand. BCE shares
are listed in Canada, the United States and Europe.

                       *   *   *

As reported in Troubled Company Reporter's October 2, 2002
edition, a lawsuit was filed with the Ontario Superior Court of
Justice against BCE Inc., by Wilfred Shaw, a common shareholder
of Bell Canada International Inc.  The plaintiff is seeking the
Court's approval to proceed by way of class action on behalf of
all persons who owned BCI common shares on December 3, 2001. The
lawsuit seeks C$1 billion in damages from BCI and BCE in
connection with the issuance of BCI common shares on February
15, 2002 pursuant to BCI's Recapitalization Plan and the
implementation of BCI's Plan of Arrangement approved by the
Ontario Superior Court of Justice on July 17, 2002.

BETHLEHEM STEEL: Retiree Panel Taps Drinker Biddle as Counsel
The Official Committee of Retirees of Bethlehem Steel
Corporation seeks to retain Drinker Biddle & Reath LLP as its
counsel, effective September 30, 2002.

Committee Chairperson James Van Vliet tells Judge Lifland that
the DBR's retention is necessary and appropriate in order to
facilitate the Committee's role in the bankruptcy proceeding and
to assist in effectuating the Committee's powers and duties
pursuant to Section 1114 of the Bankruptcy Code.  According to
Mr. Vliet, the Retirees Committee selected DBR because of its
extensive and diverse experience, knowledge and reputation in
the field of bankruptcy and creditors' rights.

The Retirees Committee anticipates that DBR will:

  (a) advise the Retirees Committee with respect to its powers
      and duties pursuant to Section 1114;

  (b) assist in investigating the acts, conduct, assets,
      liabilities and financial condition of the Debtors, the
      operation of the Debtors' business and the desirability of
      its continuance, as well as other matters related to the
      case or the formulation of a plan of reorganization;

  (c) assist in negotiating and formulating a plan for retiree

  (d) prepare, on behalf of the Retirees Committee, necessary
      applications, responses, orders, reports and other legal

  (e) appear before the Bankruptcy Court to protect the
      interests of the Retirees Committee and the constituents
      it represents in all matters pending before the Court; and

  (f) perform of all the legal services for the Retirees
      Committee as may be necessary in these proceedings and
      pursuant to Section 1114 of the Bankruptcy Code.

The Retiree Committee proposes to compensate DBR for its legal
services in accordance with its customary hourly rates, and
reimburse the firm for all disbursements necessarily incurred.
The current hourly rates, subject to periodic review and
adjustment by the firm, are:

             Professional                     Rate
             ------------                     ----
             Senior partners                  $495
             Junior partners and counsel       335
             Senior associates                 325
             First-year associates             160
             Paralegals                        185 - 95

A. Dennis Terrell, Esq., a member of Drinker Biddle & Reath LLP,
assures the Court that DBR has no connection with the Debtors,
their creditors or other parties-in-interest in this case.  DBR
does not hold any interest adverse to the Debtors' estates, and
is a "disinterested person" as defined within Section 101(14) of
the Bankruptcy Code.  Mr. Terrell, however, relates that DBR
provided or is providing services unrelated to the Debtors'
Chapter 11 cases to these entities:

A. Secured Creditors: Bank of America; Wells Fargo & Company;
   Morgan Guaranty Trust Company of New York;

B. Unsecured Creditors: Air Products & Chemicals Inc.; Chase
   Manhattan Bank; HSBC Bank; Mitsubishi International
   Corporation; National City Bank; Praxair Inc.; The Bank of
   New York; and

C. Other Parties in Interest or Adversaries: National Steel
   Corporation; General Electric Capital Corporation; and PNC

Mr. Terrell clarifies that, although DBR represented the Retired
Employees' Benefits Coalition, Inc. in connection with these
Chapter 11 cases, DBR has not provided any services to REBCO,
which could impact their rights and obligations with respect to
the Retirees Committee or these Chapter 11 cases.  REBCO did not
represent more than 1% of DBR's annual revenues.  Additionally,
three Committee members -- Messrs. Sensenbach, Van Vliet and
Collins -- are also members of REBCO. (Bethlehem Bankruptcy
News, Issue No. 24; Bankruptcy Creditors' Service, Inc.,

Bethlehem Steel Corporation's 10.375% bonds due 2003 (BS03USR1)
are trading at 7 cents-on-the-dollar, DebtTraders reports. See  
real-time bond pricing.

BROADWAY TRADING: Committee Brings-in Cole Schotz as Counsel
The Official Committee of Unsecured Creditors appointed in the
chapter 11 cases involving Broadway Trading, LLC, obtained
permission from U.S. Bankruptcy Court for the Southern District
of New York to retain Cole, Schotz, Meisel, Forman & Leonard,
P.A., as its attorneys.

Cole Schotz is expected to:

  a) give the Committee legal advice with respect to its duties
     and powers;

  b) assist the Committee in its investigation of the acts,
     conduct, assets, liabilities, and financial condition of
     the Debtors and the operation of their businesses and the
     desirability of the continuation of such businesses, as
     well as any other matters relevant to the cases or to the
     formulation of a plan of reorganization or orderly
     liquidation, including the examination of the Debtors'
     transactions with their secured creditors, former and
     present shareholders, and management;

  c) represent the Committee in any adversary proceedings,
     including, but not limited to, those commenced by or
     against the Committee and to represent the Committee in any
     court proceedings commenced by or against it in any other
     courts of competent jurisdiction; and

  d) perform all legal services for the Committee as necessary.

Cole Schotz will bill the Debtors' estates at its current hourly

          Partner           $425 to $250 per hour
          Associate         $165 to $120 per hour
          Paralegal         $115 to $115 per hour

The primary services of the Company are provided by BTLLC. BTLLC
is an "introducing broker" which provides customers with stock
quote information and Internet trading capability through the
Mach(TM) platform software. William F. Gray, Esq., at Torys LLP
represents the Debtor in their restructuring efforts. When the
Debtor filed for protection from its creditors, it listed assets
and debts of between $10 to $50 million.

BURLINGTON INDUSTRIES: Court Okays Raz Realty as Condo Broker
Burlington Industries, Inc., and its debtor-affiliates obtained
permission from the Bankruptcy Court to employ Raz Realty in the
ordinary course of business, effective as of July 1, 2002, as
their real estate agent and broker for three residential
condominium units located at Units 30B, 30D and 30H at Tower 53
Condominiums, 159 West 53rd Street in New York.

Raz Realty owner Raphael Zeevi relates that his firm will:

      (i) advertise the New York Condos through promotional and
          marketing activities;

     (ii) distribute a standard brokerage flyer; and

    (iii) contact potential purchasers or lessors of the New
          York Condos regarding the potential sale.

For its services, Raz is entitled to a broker's fee in the event
that its customer is the ultimate purchaser of any of the
Condos.  In the case of the sale of Unit 30D to James G.
Robertson and Kathleen J. Robertson, which are Raz customers,
the firm is entitled to a $22,175 Broker's Fee, which represents
5% of the gross consideration for Unit 30D.  Raz can collect the
sum upon the closing of the Unit 30D Sale. (Burlington
Bankruptcy News, Issue No. 20; Bankruptcy Creditors' Service,
Inc., 609/392-0900)    

Burlington Industries' 7.25% bonds due 2005 (BRLG05USR1),
DebtTraders says are trading at 28.5 cents-on-the-dollar. See
for real-time bond pricing.

CAM CBO I: S&P Lowers Class B Note Rating to B+ & Ends Watch
Standard & Poor's Ratings Services lowered its rating on the
class B notes issued by CAM CBO I Ltd., and removed it from
CreditWatch with negative implications, where it was placed on
October 10, 2002. At the same time, the double-'A'-minus rating
on the class A notes is affirmed based on the level of
overcollateralization available and is removed from CreditWatch
with negative implications, where it was also placed on October
10, 2002. The rating on class B notes was previously lowered on
May 3, 2001.

The lowered rating and CreditWatch removal reflects factors that
have negatively affected the credit enhancement available to
support the notes since the previous rating action. These
factors include continuing par erosion of the collateral pool
securing the rated notes and a decline in the weighted average
coupon generated by the performing fixed-rate assets in the

Standard & Poor's noted that as a result of asset defaults, the
overcollateralization ratios for the transaction have suffered
since the May 2001 rating action was undertaken. As of the most
recently available monthly trustee report (September 30, 2002),
the total overcollateralization was 92.4%, versus the minimum
required ratio of 107%, compared to a ratio of 105.1% at the
time of the rating action in May 2001. The class B
overcollateralization ratio is currently 110.9 %, versus the
minimum required ratio of 118.0%, compared to a ratio of 123.3%
at the time of the May 2001 rating action. The current
performing pool has an aggregate par value of $116.47 million,
compared to the portfolio collateral of $149.2 million at the
time of the rating action in May 2001. In contrast, only
$15.96 million of the principal amount of the liabilities has
been paid down since the May 2001 rating action.

In addition, according to the September 30, 2002 trustee report,
the weighted average coupon has deteriorated to 8.58% versus a
minimum required ratio of 9.65%, compared to 9.46% at the time
of the rating action in May 2001. As a part of its analysis,
Standard & Poor's reviewed the results of recent cash flow model
runs. These runs stressed various parameters that are
instrumental in the performance of this transaction, and are
used to determine its ability to withstand various levels of
default. When the stressed performance of the transaction was
compared to the projected default performance of the current
collateral pool, Standard & Poor's found that the projected
performance of the class B notes was not consistent with the
prior ratings, given the current quality of the collateral pool.
Consequently, Standard & Poor's is lowering its rating on
these notes to the new level. Standard & Poor's will continue to
monitor the performance of the transaction to ensure that the
ratings assigned to the rated classes continue to reflect the
credit enhancement available to support the notes.
         Rating Lowered and Removed from Creditwatch
                     CAM CBO I Ltd.
Class    To      From                Current Balance (Mil. $)
B        B+      BBB-/Watch Neg      21.00
         Rating Affirmed and Removed from Creditwatch
                     CAM CBO I Ltd.
Class    To      From                Current Balance (Mil. $)
A        AA-     AA-/Watch Neg       84.03

CLEVELAND-CLIFFS: Violation of Covenant Under Credit Pact Likely
Reflecting a significant non- cash charge in the quarter,
Cleveland-Cliffs Inc (NYSE: CLF) reported a net loss of $92.2
million for the third quarter, and a net loss of $104.4 million
for the first nine months.  The net loss for both periods
included the previously announced $95.7 million charge to impair
the Company's investment in Cliffs and Associates Limited.  
Excluding the special charge, net income was $3.5 million in the
third quarter and the nine-month net loss was $8.7 million.

In 2001, Cliffs recorded a net loss of $1.7 million in the third
quarter and a net loss of $17.1 million for the first nine
months.  Excluding the cumulative effect of an accounting
change, the nine-month loss was $26.4 million.  In 2001, the
Company changed its method of accounting for investment gains
and losses on pension assets for the calculation of pension

The improvement in 2002 third quarter and nine-month results
before the special item and the cumulative effect of an
accounting change was primarily due to higher pellet sales and
production volume, a decrease in the operating loss from CAL,
and insurance claim recoveries.   Iron ore pellet sales volume
was up by 72 percent in the third quarter and 79 percent in the
first nine months.  Cliffs' share of pellet production at
managed-mines was up 91 percent in the quarter and 54 percent
for the first nine months. Partly offsetting were lower
royalties and management fees, and higher administrative costs
in 2002.

Fixed costs related to production curtailments, which are
included in cost of goods sold and operating expenses, were
approximately $4 million in the third quarter of 2002, due to
the idling of the Empire Mine in July, versus $10 million in
2001.  Costs of production curtailments in nine-month results
were $21 million in 2002 and $35 million in 2001.

Lower royalty and management fee income from partners was due
mainly to the extended shutdown of operations at the Empire Mine
in 2002, and Cliffs' increased ownership of the Tilden Mine in
2002.  Higher administrative costs in 2002 are primarily due to
increased pension and medical expenses and the impact of Cliffs'
stock price on certain incentive compensation plans.

        Special Item - Impairment of Investment in CAL

In September 2002, Cliffs impaired its investment in CAL's HBI
plant in Trinidad by $121.5 million, or $95.7 million net of the
minority interest, after concluding that projected future cash
flows would no longer exceed Cliffs' investment.  The impairment
was recognized by a writedown of the investment to fair value.  
There was no tax benefit recorded as an offset to the charge.  
In the third quarter, Cliffs established a $33.5 million
valuation reserve for deferred taxes related to the asset
impairment charge for CAL.  The deferred tax valuation reserve
will be re-evaluated in future periods, and a benefit will be
recorded upon realization of the deferred tax assets or the
reversal of the valuation reserve.

No decision has been made with respect to the future of the HBI
plant, and it will be well maintained in its idle condition
until a decision is made. Options under consideration include
permanent closure, restart at a later date, or potential sale,
although any realized sale value would likely be minimal.  If
the decision were made to permanently close the plant, there are
supply inventories and other current assets of approximately $10
million, that would be written down to net realizable value.  
There could also be additional shutdown costs, currently not
expected to exceed $30 million.  Cliffs and Lurgi Metallurgie
GmbH, owner of the other 18 percent of CAL, expect to resolve
the future of CAL in the next couple of months.


At September 30, 2002, Cliffs had $186 million of cash and cash
equivalents.  At the end of September, there was $100 million
borrowed under an unsecured revolving credit facility and $70
million outstanding under senior unsecured notes due in December
2005. Subsequently, Cliffs repaid the $100 million borrowed
under the revolving credit facility and terminated the
agreement.  Due to the sharp decline in the market value of the
Company's pension fund assets thus far in 2002, and the
projected decline of interest rates used in discounting benefit
liabilities, pension assets at the end of 2002 are expected to
be significantly less than the accumulated benefit obligation at
year-end.  When this situation exists, a direct, non-cash charge
against shareholders' equity is required to recognize the
underfunding.  The non-cash charge does not run through the
income statement, and in concept, represents the current state
of the plans as if they were frozen in time.  The charge does
not affect pension funding requirements in the near-term.  Based
on current asset values, the charge against equity at the end of
2002 is expected to be between $100 and $125 million.  This
charge would cause a violation of one of the financial covenants
in Cliffs' senior unsecured note agreement at year-end.  The
Company is seeking a satisfactory resolution of the anticipated
violation with the noteholders.

                      Iron Ore Activities

Iron ore pellet sales in the third quarter of 2002 were 5.0
million tons compared to 2.9 million tons in 2001. Nine-month
sales were 10.2 million tons in 2002 versus 5.7 million tons in
2001.  A significant portion of the increase in both periods was
the sale of pellets to Algoma Steel under a new sales
arrangement which replaced Algoma's prior equity interest in the
Tilden Mine.  The balance represented additional sales to other
customers, including sales under a new agreement with
International Steel Group.

Iron ore pellet production at Cliffs-managed mines increased to
7.5 million tons in the third quarter of 2002 from 6.4 million
tons in 2001. Cliffs' share of third quarter production was 2.0
million tons above last year.  

The Empire Mine was idle for the entire first quarter of 2002
and resumed production in April.  Empire was temporarily idled
again in July for planned maintenance and vacation scheduling.  
There were no other production curtailments in the third
quarter, and there are no curtailments scheduled for the
remainder of the year.

The significant increase in Cliffs' share of production is
mainly due to the Company's increased ownership of Tilden and
the higher production level at Tilden in 2002.  Partly
offsetting was a decrease in pellets from Empire.  In July,
Cliffs acquired an additional 8 percent interest in the Hibbing
Mine from Bethlehem Steel Corporation for the assumption of on-
going net mine liabilities associated with the interest. This
acquisition raised Cliffs' ownership from 15 percent to 23
percent, and increased Cliffs' share of Hibbing's annual
production capacity by 600,000 tons.

Cliffs is currently working on a number of mine planning studies
to determine the future of the Empire Mine. The mine has
recently incurred higher costs principally due to lower quality
ore and higher employee benefit costs. While these mine studies
have not been completed, the life of the Empire Mine could be
shortened and may require an impairment charge for all or some
portion of Cliffs' investment in Empire.  If Cliffs were to
record an impairment charge for its entire investment in the
mine, the potential impact would be in the $40 million to $50
million range.  This charge assumes the continuing operation of
the mine.  Cliffs is currently in discussions with Ispat
International N.V., the other owner of the Empire Mine,
regarding the operation of the mine beyond 2002. There would be
substantial additional costs associated with closure of the
mine. The Company does not expect closure to occur in the near-

                 Ferrous Metallics Activities

CAL remained idle during the first nine months of 2002 due to
weak market conditions. Cliffs' share of CAL pre-tax idle costs
was $2.7 million in the third quarter and $7.4 million in the
first nine months.  Depreciation expense included in the third
quarter and nine-month idle costs was $.5 million and $1.6
million, respectively.  The Company's share of CAL's pre-tax
loss in 2001 was $4.7 million in the third quarter and $14.6
million in the first nine months.


John S. Brinzo, Cliffs' Chairman and Chief Executive Officer,
said, "While we are confronting a number of significant
challenges, our business fundamentals are strong and improving.  
Our pellet sales forecast for 2002 is about 15 million tons,
which is a record for Cliffs and about 85 percent of our current
capacity.  All of our mines have been operating at capacity
since August 1st.  We expect our year-end inventory will be
essentially unchanged from the beginning of the year; however,
based on our new business model, most of this tonnage will be
sold in the first quarter of 2003.  Our projected sales volume
for 2003 should allow us to operate at capacity levels next
year, subject to a mutually acceptable agreement with Ispat on
the operation of the Empire Mine."

Brinzo added, "We have intensified our focus on cost reduction
in every phase of our business to improve profit margins and the
competitive position of all our mines.  Our cost reduction
initiatives, which are being managed through a corporate wide
program termed "ForCE 21," have produced results in a number of
areas, and we are committed to further improvements through this

Cleveland-Cliffs is the largest supplier of iron ore products to
the North American steel industry.  Subsidiaries of the Company
manage and hold equity interests in five iron ore mines in
Michigan, Minnesota and Eastern Canada. Cliffs has a major iron
ore reserve position in the United States and is a substantial
iron ore merchant.  References in this news release to "Cliffs"
and "Company" include subsidiaries and affiliates as appropriate
in the context.

CONTOUR ENERGY: Retains Lemle & Kelleher as Special Counsel
The U.S. Bankruptcy Court for the Southern District of Texas
granted Contour Energy Co., and its debtor-affiliates permission
to employ Lemle & Kelleher, LLP, as their special counsel to
perform legal services for continued representation of the
estates in three lawsuits:

- Kelley Oil Corporation v. Schlumberger Well Services and
   Schlumberger Technology Corporation before the 32nd Judicial
   District, Terrebonne Parish, Louisiana;

- Kelley Oil Corporation v. Hallinurton Energy Services et
   al., before the 15th Judicial District Court, Vermillion
   Parish, Louisiana; and

- State of Louisiana and Vector Investments, a Louisiana
   Partnership v. Sonat Exploration Company before the 3rd
   Judicial District Court, Lincoln Parish, Lousiana.

Lemle & Kelleher has become familiar with Contour's business
affairs and pertinent legal issues which arise in the context of
these lawsuits.

The current standard hourly rates for Lemle & Kelleher's
professionals are:

          Partners                       $175 to $200 per hour
          Associates/Staff Attorneys     $ 95 to $130 per hour
          Legal Assistants/Law Clerks    $ 55 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.

CRIIMI MAE: Fitch Affirms Low-B Ratings on 4 Classes of Bonds
Fitch Ratings upgrades CRIIMI MAE Trust I's commercial mortgage
bonds, series 1996-C1, $10.5 million class A-2 to 'AA' from 'A-
'and $70.0 million Class B to 'BBB' from 'BBB-'. In addition,
the $22.0 million Class C is affirmed at 'BB+', the $73.0
million class D at 'BB', the $100.0 million class E at 'B' and
$12.0 million class F at 'B-'. Fitch does not rate the $85.2
million issuer's equity. The rating actions follow Fitch's
annual review of the transaction, which closed in December of

The certificates are currently secured by 29 subordinate
commercial mortgage pass-through certificates (pledged
certificates) from 10 separate commercial mortgage
securitizations (underlying transactions). The underlying
transactions were securitized from 1993 to 1996 by various
issuers and have a current aggregate certificate balance of
approximately $1.9 billion. In addition, the underlying
transactions consist primarily of small loan conduits secured by
a variety of property types.

The upgrades are due to the continued paydown to the
transaction's certificates. As the pledged certificates have
paid down, the Re REMIC's certificates have paid down 17.6%, to
$287.5 million as of September 2002 from $349.0 at issuance.

Total delinquencies calculated as a percentage of the underlying
transactions' aggregate certificate balance have increased to
5.6% from 3.8% at Fitch's last review from 0.6% at closing.
Currently, 0.53% is 30 days delinquent, 0.38% is 60 days
delinquent, 2.61% is 90+ days delinquent, and 2.11% is real
estate owned. Total losses have amounted to approximately $14.9
million in two separate transactions: Asset Securitization
Corp., 1996-D2; and DLJ 1995-CF2. While the percent of
delinquent loans has increased and the pledged certificates have
incurred more realized losses since the last review, Classes A-2
and B's subordination levels have continued to remain high,
resulting in the upgrades. In addition, the issuer equity
account, which acts as a first loss piece to the transaction's
rated certificates, has decreased since the last review but
remains high at $85.2 million. Fitch includes this account in
the calculation of subordination levels.

Fitch formally rates and monitors ten of the 11 remaining
underlying transactions. Any future rating changes on the
underlying transactions will be incorporated into the evaluation
of the ratings of this transaction.

DATAPLAY INC: Case Summary & 20 Largest Unsecured Creditors
Debtor: DataPlay, Inc.
        2580 55th Street
        Boulder, Colorado 80301-5706

Bankruptcy Case No.: 02-26846

Chapter 11 Petition Date: October 18, 2002

Court: District of Colorado (Denver)

Judge: Donald E. Cordova

Debtor's Counsel: Glenn W. Merrick, Esq.  
                  Brega & Winters P.C.  
                  Wells Fargo Center,
                  1700 Lincoln Street, Suite 2222
                  Denver, Colorado 80203-4522
                  Telephone: 303-866-9400
                  Fax: 303-861-9109

Estimated Assets: $1 to $10 Million

Estimated Debt: $10 to $50 Million

Type of Business:  DataPlay was incorporated in November 1998 to
                   develop a Web-enabled digital content
                   recording and distribution media for portable
                   Internet appliances and hand-held consumer
                   entertainment devices. Visit DataPlay on the   
                   Internet at

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Vanco Technology Limited    Trade Debt              $3,900,000  
Unit 4-6 12/F, BLKB
Vigor Industrial Bldg.
Cheung Tat Road
Tsing YI NT Hong Kong

Jurong Hi Tech             Trade Debt               $3,800,000
P.O. Box 331
Jurong Pointe Post Office
Singapore, 91412

Composite Tek              Trade Debt               $1,400,000
6101 Lookout Road
Suite B
Boulder, Colorado 80301

Zeito Technologies         Trade Debt                 $500,000
PTE LTD Blk 3 Ang
Mokio Industrial Park
2A tech 1, #05-08
Singapore 568050

St. Micro Electronics      Trade Debt                 $500,000
1310 Electronics Drive,
Carrollton, Texas 75006

MEMS Optical, LLC          Trade Debt                 $470,000
205 Import Circle Suite 2
Huntsville, Alabama 35806

Bibler of America, Inc.    Trade Debt                 $476,000
55 Readington Road
North Branch, NJ 08776

NMB Technologies Corp.     Trade Debt                 $434,000
1735 Technology Drive,
Suite 700
San Jose, California 95110

Ritek Corporation          Trade Debt                 $432,000
N.O. 42 Kuangfu North
Road Hsin Chu Industrial
Park Hsin Chu,
30316 ROC Taiwan

Skjerven Morill            Trade Debt                 $345,000
Macpherson Franklin and
Freil, LLP
25 Metro Drive, Suite 700
San Jose, CA 95110

Wearnes Precision, Ltd.    Trade Debt                 $300,000  
352 Moo 6, Chonburi
Industrial Estate, Bowin
Chonburi 20230 Thailand

Pemstar                    Trade Debt                 $264,000
2535 Highway 14 West
Rochester, Min. 55901

Infinieon Technologies     Trade Debt                 $219,000

Pack Success Industries    Trade Debt                 $162,000

Demco Automation           Trade Debt                 $131,000

Cooley Godward             Trade Debt                 $118,000

Arthur Andersen, LLP       Trade Debt                 $111,000

Boulder Co. Treasurer      Property Taxes/             $90,000
                           Trade Debt

Access SoftTeck, Inc.      Trade Debt                  $82,000

Flat Irons North LLC       Trade Debt                  $17,952

DITECH HOME: Fitch Affirms Series 1998-1 Class B-2 Rating at BB
Fitch Ratings performed a review of the Ditech Home Loan Owner
Trust transactions. Based on the review, the following
transactions are affirmed due to sufficient credit enhancement:

                  Series 1997-1

                --Class A-4 'AAA';
                --Class M-1 'AA';   
                --Class M-2 'A';

                --Class B-1 'BBB';

                --Class B-2 'BB'.

                  Series 1998-1

                --Class A-4 'AAA';

                --Class A-5 'AAA';

                --Class M-1 'AA';

                --Class M-2 'A';
                --Class B-1 'BBB';

                --Class B-2 'BB'.

ENRON CORP: Wins Nod to Enter into Microsoft Settlement Pact
Enron Corporation and its debtor-affiliates sought and obtained
the Court's authority to enter into a Settlement Agreement with
Microsoft Corporation.

Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that Enron Broadband Services LP and Microsoft entered
into a Network Capacity Services Agreement effective June 25,
2001.  Under the Agreement, Enron Broadband was to develop and
provide Microsoft with certain network capacity and ancillary
services to support Microsoft's offering of DSL Internet
connectivity to its customers.  Enron Broadband also promised to
develop the system to be operational by October 23, 2001.

Ms. Gray reports that the system was not fully operational by
the agreed date and Microsoft claimed that Enron Broadband
materially breached the Agreement.  Enron Broadband, on the
other hand, claimed that the delays were due to Microsoft's
failure to provide certain information and systems necessary for
delivery of the Enron Broadband services.

Consequently, Enron Broadband filed a suit in the Houston State
Court, which was removed to federal district court on October
25, 2001, seeking a judgment declaring that it had not breached
and that any delay in delivery of the system resulted from
Microsoft's breach.  Microsoft answered by filing a suit in the
Seattle federal court on November 21, 2001 alleging that Enron
Broadband breached the Agreement.

To resolve the disputes, Enron Broadband and Microsoft
negotiated a Settlement Agreement that would release each other
from all claims relating to the Network Capacity Services
Agreement, the Houston Suit and the Seattle Suit.  Moreover, the
Settlement Agreement terminates the guarantee provided by Enron
Corp., for Enron Broadband's performance.  No monetary
consideration will be paid by either party although both parties
will retain claims against one another other than those arising
under the Network Capacity Services Agreement, if any.

Ms. Gray contends that the Debtors' entry into a Settlement
Agreement is warranted under Rule 9019 of the Federal Rules of
Bankruptcy Procedure because:

    (a) the Settlement Agreement is fair and equitable and falls
        well within the range of reasonableness;

    (b) the Settlement saves substantial administrative expenses
        and preserves the assets of the Debtors' estates; and

    (c) the Settlement Agreement forgoes Microsoft's estimated
        claim of $20,000,000 under the Seattle Suit. (Enron
        Bankruptcy News, Issue No. 46; Bankruptcy Creditors'
        Service, Inc., 609/392-0900)

Enron Corp.'s 9.125% bonds due 2003 (ENRN03USR1), DebtTraders
reports, are trading at 12 cents-on-the-dollar. See
for real-time bond pricing.

ENVOY COMMUNICATIONS: Appoints David Parkes as Director
Envoy Communications Group Inc. (NASDAQ: ECGI/TSE:ECG), a
leading design and marketing company, announces the retirement
of Eric Demirian from the Board of Directors of the Corporation.
Envoy elects David Parkes as a Director of the Corporation to
fill the vacancy caused by the retirement of Eric Demirian.

"As a respected business and community leader with an impressive
business background, David Parkes will bring added value to
Envoy and our Board of Directors," said Geoff Genovese, Chairman
and CEO of Envoy Communications Group.

Mr. Parkes brings many years of senior executive experience to
this position, including leading the growth of some of Canada's
fastest growing corporations, such as Sprint Canada Inc., and
Cantel Inc., to billion dollar revenue levels.

Mr. Parkes received a Bachelor of Science degree as well as an
MBA from York University. David has also committed personal time
to many charitable organizations such as the Canadian Special

Envoy Communications Group (NASDAQ: ECGI/TSE:ECG) is an
international design and marketing company with offices
throughout North America and Europe. Combining strategy,
creativity and innovation, Envoy's interconnected network of
companies delivers business-building solutions to over 200
leading global brands and has successfully completed assignments
in more than 40 countries around the world. Envoy clients
include adidas-Salomon, Armstrong, BASF, Honda, Lexus, Nissan,
Safeway, Sprint Canada, Steelcase and Wal-Mart. For more
information on Envoy visit

Envoy's June 30, 2002, balance sheet shows a $6 million working
capital deficit.  In the three-month period ending June 30,
2002, the Company reported at $38 million loss on $45 million in

EOTT ENERGY: Gets Okay to Pay $1.25MM of Foreign Vendor Claims
EOTT Energy Canada Limited Partnership has trade creditors
in Canada that are arguably not bound by the automatic stay of
11 U.S.C. Sec. 362(a) and which could attempt to exercise their
rights and remedies with respect to their claims against EOTT
Canada's assets located in Canada.  The Debtors estimate that
they owe approximately $1,250,000 to 125 Foreign Creditors.

The Debtors' foreign operations and assets are vital to the
Debtors' ability to continue operations and reorganize, Robert
D. Albergotti, Esq., at Haynes and Boone, LLP, tells the Court.
Accordingly, the Debtors seek an order pursuant to 11 U.S.C.
Secs. 105(a) and 363(b) authorizing, but not requiring, the
payment of all, or a portion of, or none of Foreign Claims of
EOTT Canada as determined by the Debtors in their sole
discretion in order to continue the vital goods and services
provided by the foreign vendors.

The Debtors propose to condition the payment of the Foreign
Claims on the agreement of each individual foreign vendor to
continue to supply goods and services to the Debtors on the
trade terms that the foreign vendor provided goods and services
to the Debtors on a historical basis prior to the Petition Date,
on at least as favorable trade terms, or better trade terms, or
on other trade terms as the Debtors may agree to in their sole
discretion.  Before the Debtors will pay the Foreign Claims,
each foreign vendor must enter into a letter agreement with the
Debtors agreeing to abide by the terms of any order of this
Court granting this Motion, if in the Debtors' business
judgment, a letter agreement is required.

If the Foreign Vendors aren't paid, the Debtors fear severe
disruption in their business operations.

                         *    *    *

Judge Schmidt rules that EOTT Energy Canada Limited Partnership
is authorized, but not required, to pay all, or a portion of, or
none of the Foreign Claims as long as the amounts do not exceed
$1,252,377 in the aggregate.  Among those claims are:

    Vendor                                       Amount
    ------                                       ------
    Blue Ridge Pipeline Terminal Ltd.            $41,168
    Enbridge Pipelines                            58,121
    Enbridge Pipelines (Sask)                     24,660
    EOG Resources Canada                          10,045
    Flint Hills Resources LP                      16,471
    Gibson Energy Ltd.                            12,455
    Imperial Oil Resources                        17,266
    Kock Pipelines Canada LP                     106,829
    London Life                                   10,136
    NCE Petrofund Corp.                           45,861
    Peace Pipeline/Div Pembina                   122,016
    Pembina Pipeline                              54,977
    Plains Marketing Canada LP                    18,962
    Producers Disposal Services                   60,613
    Proeco Corp.                                  17,423
    Receiver General for Canada                  270,757
    SES Equities                                  74,271
    Shell Canada Products                         19,006
    Western Oil Sands Inc.                        13,995
    Western Oil Processors Ltd.                   55,214
    W-K Trucking Inc.                             42,748
(EOTT Energy Bankruptcy News, Issue No. 2 & 3; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

Eott Energy Partners/Fin.'s 11% bonds due 2009 (EOT09USR1) are
trading at 57 cents-on-the-dollar, DebtTraders reports. See  
real-time bond pricing.

EOTT ENERGY: Obtains Final Approval of $575-Mill. DIP Financing
EOTT Energy Partners, L.P., (OTC Pink Sheets: EOTPQ) announced
that the Court overseeing its voluntary, pre-negotiated Chapter
11 filing today approved several matters in EOTT's restructuring

Among the matters approved by the Court were:

     --  Final approval of EOTT's $575 million Debtor-in-
         Possession (DIP) financing.

     --  The administrative consolidation of EOTT Energy Corp.'s
         Chapter 11 filing with EOTT Energy Partners' case and
         the application of prior first-day orders entered by
         the Bankruptcy Court to the EOTT Energy Corp., Chapter
         11 case.

     --  The naming of Logan & Company as EOTT's claims,
         noticing and balloting administrator and the initiation
         of the claims noticing period on October 25, 2002.

"The Court's rulings [Thurs]day enable us to move forward toward
confirmation of our pre-negotiated restructuring plan and
planned emergence from Chapter 11 protection in early 2003,"
said Dana Gibbs, EOTT President.

The final approval of EOTT's $575 million DIP financing follows
interim approval received on October 17.  The facilities provide
up to $325 million for letters of credit and $250 million of
loans.  The company believes this financing approval creates the
financing capability necessary to restore the level of business
activity that existed before the adverse impacts of the Enron
bankruptcy occurred.

EOTT announced on October 21 that 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 (EOTT)
filed on October 8.  The approval of the consolidation of these
cases is another step in EOTT's formal action of a complete
legal separation from Enron.

The appointment of Logan & Company as claims, noticing and
balloting administrator was approved in conjunction with the
initial noticing to approximately 250,000 interested parties of
the claims noticing period on October 25, 2002.  The procedures
for submitting proof of claim to Logan & Company will be
provided with the notices.  Additional details on the process
will be provided on a Web site identified in the notice.  The
court also established January 8, 2003 as the bar date for
filing proof of claim.

For current information on the plan of reorganization, please
see updates at  

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

EPICOR SOFTWARE: Working Capital Deficit Tops $14MM at Sept. 30
Epicor(R) Software Corporation (Nasdaq: EPIC), a leading
provider of integrated enterprise and eBusiness software
solutions for the midmarket, announced its financial results for
the third quarter ended September 30, 2002.

Total revenues for the quarter were $34.0 million compared to
$39.4 million for the third quarter 2001.A A Software license
revenue totaled $6.8 million compared to $8.8 million for the
same quarter a year ago. Consulting and maintenance revenues
totaled $26.6 million compared to $29.7 million in the same
period a year ago.

Net loss for the quarter, which includes $1.8 million in
amortization of capitalized software development costs and
acquired intangible assets, was $1.4 million. This result
compares to a net loss in the third quarter of 2001 of $4.5
million, which included $1.5 million for the gain on the sale of
a product line and $2.2 million in amortization of capitalized
software development costs and acquired intangible assets.

The company ended the third quarter 2002 with cash and cash
equivalents of $28.9 million. During the quarter, the company
generated cash from operating activities of approximately
$314,000, compared with cash usage from operating activities of
$336,000 in the third quarter of last year. This was the fourth
consecutive quarter in which the company generated positive cash
from operating activities. The company's balance sheet at
quarter-end also showed net accounts receivable of $19.3 million
and deferred revenues of $34.2 million. Days sales outstanding
decreased from 55 in the second quarter to 51 in the third

At September 30, 2002, the Company's balance sheets show that
its total current liabilities exceeded its total current assets
by about $14 million.

As the continued economic slowdown and severely constrained
enterprise software spending environment does not appear to be
improving in the near term, the company has recently taken
decisive actions to reduce its cost and expense structure going
into 2003 with targeted savings of approximately $3.0 to $4.0
million per quarter. These actions include a reduction in
workforce of approximately 15% and the consolidation of
facilities. The company believes these actions will allow it to
continue to focus its resources, improve productivity, and
continue to weather these adverse market conditions without
materially impacting its ability to deliver enhanced product
functionality and new technology platforms, as well as
maintaining its high standards of product quality and customer
satisfaction. With these actions the company expects to achieve
profitability in the first quarter of 2003.

The company expects to incur charges in the range of $3.0 to
$5.0 million in the fourth quarter 2002. Approximately $1.2
million of this charge is related to severance costs incurred as
a result of the reduction in force, with the remainder related
to the facilities consolidation.

Given the expectation of only a moderate seasonal year-end
budget spending increase, the company anticipates revenues for
the fourth quarter to be flat to slightly higher than those in
the third quarter. The company also expects cash usage in the
fourth quarter of approximately $1.0 million due to severance
charges and a $1.0 million cash payment to Clarus Corporation
for the acquisition of certain assets.

Last week, the company signed a definitive agreement with Clarus
Corporation to acquire substantially all of its core products,
including procurement, sourcing, settlement and analytics
written on Microsoft platforms, in an all-cash transaction for a
purchase price of $1 million. The transaction is expected to
close in the fourth quarter of this year, subject to Clarus
shareholder approval. The company will provide service and
support to the majority of Clarus' installed base of procurement
customers. The company has been engaged in reselling Clarus'
procurement product for more than two years. The acquisition
will enable the company to leverage its experience in
procurement and sourcing, its integration expertise, as well as
its .NET architecture to deliver an expanded suite of supplier
relationship management capabilities as part of its enterprise
suite offering or as stand-alone offering.

During the quarter, the company shipped the market's first
CRM.NET product and has been successful with a number of early
adopters as well as new customers, including its first customer,
The Boeing Company. The CRM.NET solution enables companies to
offer more effective customer service by exploiting the benefits
of the Microsoft .NET architecture, delivering powerful
accessibility, extensibility and integration. The company is
scheduled to release a number of new products on the .NET
platform over the next several quarters, including CRM.NET
Portal and its enterprise services solution on the .NET platform
for project-driven organizations.

Despite the challenging environment for attracting new account
sales, the company added over 110 new customers in the quarter
and has added over 350 new customers year-to-date. Customers are
phasing their purchases and implementation plans and are looking
to increase their return on investment over longer periods. The
company is leveraging its strength as a complete integrated
solution provider by executing on a number of tactical plans to
align its sales and marketing productivity and effectiveness
with current IT spending trends. The company's annual user group
conference, Perspectives, is scheduled for early November in
Anaheim, California and attendance for the conference is
currently expected to be approximately 1,000. At the conference,
the company will launch a number of promotional initiatives
including the availability of pre-configured solution bundles
and ROI-based educational sessions designed to help customers
learn how to expand and leverage their current systems through
the addition of cost-effective components while maintaining a
low total cost of ownership.

The company has also launched a number of new business
development initiatives to further relationships with vertically
focused value-added resellers and to expand its international
reseller distribution. The company's lead generation programs
will focus on specific targeted verticals and specific customer
size and will continue to leverage co-marketing efforts with
partners and industry trade groups. The company continues to
invest in its sales, service and support organizations which
have undergone significant training on a series of new products
as well as value vision methodology training to improve its
success in the current economic environment.

"We have realigned our expense structure to drive toward
achieving profitability at current to slightly reduced revenue
levels," said George Klaus, chairman, CEO and president of
Epicor.A A "In light of the continued uncertainty in IT spending
and challenging new account business opportunities, we believe
the aggressive and difficult measures we have taken will provide
the company with the opportunity to achieve profitability
beginning in the first quarter 2003."

Klaus continued, "We are focusing our sales efforts on the
significant revenue opportunity in installed base accounts and
targeted new account business in our strongest verticals.A A We
remain focused on increasing productivity and efficiencies in
our sales, marketing and consulting organizations in order to
achieve our operating goals of profitability and improved
operating margins going forward."

Third Quarter 2002 Highlights

     -- Fourth consecutive quarter of positive cash flow from

     -- Reducing quarterly operating expenses by 12% going into

     -- Added over 110 new customers in the quarter and over 350

     -- Maintenance revenues grew sequentially, representing
        over 50% of total revenues

     -- Shipped market's first CRM.NET product -- with first
        customer, The Boeing Company.

Epicor is a leading provider of integrated enterprise and
eBusiness software solutions for midmarket companies around the
world.A A Founded in 1984, Epicor has over 15,000 customers and
delivers end-to-end, industry-specific solutions that enable
companies to immediately improve business operations and build
competitive advantage in today's Internet economy. Epicor's
comprehensive suite of integrated software solutions for
Customer Relationship Management, Financials, Manufacturing,
Supply Chain Management, Professional Services Automation and
Collaborative Commerce provide the scalability and flexibility
to support long-term growth. Epicor's solutions are complemented
by a full range of services, providing single point of
accountability to promote rapid return on investment and low
total cost of ownership, now and in the future. Epicor is
headquartered in Irvine, California and has offices and
affiliates around the world. For more information, visit the
company's Web site at  

EXODUS COMMS: Enters Stipulation re XO $15-Million Admin. Claim
To resolve XO Communications' motion, EXDS (the reorganized
Exodus Communications, Inc. Debtors) and XO stipulate and
agree that:

A. XO will withdraw, with prejudice, $12,820,940.68 of the
   Administrative Claim request asserted as early termination
   charges.  XO waives any right to assert that the Early
   Termination Charge constitutes an Administrative Claim;

B. XO may file a proof of claim asserting general unsecured
   status as to the Early Termination Charge, and if a proof of
   claim is filed, EXDS waives any right to object to the
   filing of the claim on grounds that it is untimely.  The
   claim will be classified as a disputed claim.  EXDS will be
   entitled to object to the allowance of the claim on any
   grounds except timeliness, including without limitation, that
   the claim is duplicative of a prior proof of claim, is the
   subject of setoff, recoupment, or mandatory disallowance.  XO
   reserves all rights to contest any objection filed by EXDS to
   the claim;

C. The administrative claim request and the objection will
   survive this stipulation to the extent that each pertains to
   the $2,722,195.59 asserted by XO in the Administrative Claims
   Request and not attributed by XO to early termination  
   charges. Each party reserves all rights and defenses as to
   the remaining asserted administrative claim, and the parties
   agreed to continue this contested matter with respect to the
   remaining asserted claim; and

D. The parties expressly reserve their respective right to any
   other unspecified matter.

To recall, the Debtors and XO are parties to a National Master
Communications Services Agreement.  Under the June 19, 2001
Agreement, XO provided the Debtors with high-level
telecommunications services.

In its motion, XO Communications asked the Court to compel
Exodus Communications, Inc., and its debtor-affiliates to pay
$15,543,136 in administrative expenses. (Exodus Bankruptcy News,
Issue No. 26; Bankruptcy Creditors' Service, Inc., 609/392-0900)

FISCHER IMAGING: Nasdaq Extends Delisting Stay Until November 14
Fischer Imaging Corporation (Nasdaq:FIMGE) has received an
extension to its stay of delisting from the NASDAQ Stock Market
until November 14, 2002.

In a decision issued by the NASDAQ Listing Qualifications Panel
on October 17, 2002, it was determined that the listing of
Fischer Imaging's securities on the NASDAQ National Market will
continue provided the following conditions are met:

     --  On or before November 14, 2002, the company must file
with the SEC and NASDAQ the amended Form 10-Q for the quarter
ended June 30, 2002, including an affirmative disclosure that
the report has been reviewed consistent with SAS 71, and

     --  On or before November 14, 2002, the company must file
with the SEC and NASDAQ the Form 10-Q for the quarter ended
September 30, 2002.

Fischer Imaging Corporation designs, manufactures, and markets
specialty digital mammography and general-purpose x-ray imaging
systems for the diagnosis and treatment of disease. The
Company's principal product lines are directed toward medical
specialties in which minimally invasive techniques are replacing
open surgical procedures. For more information visit

FPIC INSURANCE: Lenders Agree to Forbear for a Month's Time
FPIC Insurance Group, Inc., (Nasdaq:FPIC) commented on a recent
change in the Company's group rating by A. M. Best Company from
A- (Excellent) with a negative outlook to B++ (Very Good) with a
stable outlook. Based on Best's published ratings guidelines, a
Best rating of B++ (Very Good) is a "Secure" rating assigned to
companies that have, on balance, very good balance sheet
strength, operating performance and business profile, when
compared to standards established by Best.

John R. Byers, President and Chief Executive Officer, commenting
on the rating change, stated, "We understand Best's position,
given the current economic and insurance industry environment,
and believe the change is as much reflective of market
conditions as it is of our Company. We remain confident that the
actions we have taken to improve pricing, strengthen our
underwriting and efficiently and effectively handle claims will
allow us to continue to maintain our strong position in our core
markets. Our organization has been a leader in our core Florida
market for over 25 years and for a majority of that time did not
have a rating. Consequently, we believe the rating change will
not materially impact our ability to continue to execute our
business plan, particularly in light of current hardening market

The Company also reported that its lenders have expressed a
willingness to work with the Company with respect to appropriate
revisions to its loan agreement as a result of the non-
compliance with a loan covenant resulting from the rating
change. Accordingly, the Company's lenders have agreed to
forbear taking any action for a 30-day period to allow adequate
time to agree upon and finalize appropriate revisions.

The group rating change applies to the Company's four insurance
companies, First Professionals Insurance Company, Inc.,
Anesthesiologists Professional Assurance Company, Intermed
Insurance Company and Interlex Insurance Company.

FPIC Insurance Group, Inc., through its subsidiary companies, is
a leading provider of professional liability insurance for
physicians, dentists and other healthcare providers, primarily
in Florida and Missouri. The Company also provides management
and administration services to Physicians' Reciprocal Insurers,
a New York medical professional liability insurance reciprocal,
and third party administration services both within and outside
the healthcare industry.

GENTEK: Wants to Pay Up to $20MM of Critical Vendor Claims
In their sole discretion, GenTek Inc., and its debtor-affiliates
want to pay the prepetition fixed, liquidated and undisputed
claims of certain critical suppliers of materials, goods and
services, with whom they continue to do business and whose
materials, goods and services are essential to their operations.

The Debtors' Critical Vendors fall into seven broad categories:

(1) Sole-Source Vendors: the sole source of supply for certain
    materials, goods or services;

(2) Capacity Vendors: the sole vendor able to supply the Debtors
    with adequate amounts or quantities of certain materials or

(3) Quality Vendors: the sole vendor able to supply the Debtors
    with certain materials, goods or services that meet the
    Debtors' quality requirements;

(4) Customer Designated Vendors: specifically designated by the
    Company's customers as mandatory vendors based on product
    or quality specifications provided to the Company by its

(5) Knowledge Vendors: possess unique knowledge of the Debtors'
    business operations or equipment;

(6) Service Vendors: provide critical services to the Debtors;

(7) Manufacturing Rep. Vendors: sell certain of the Debtors'
    products on a commission basis.

Accordingly, the Debtors expect to pay as much as $20,000,000 in
Critical Vendor Claims.  However, Mark S. Chehi, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, advise that the
proposed payments will be subject to these conditions:

-- The Debtors will determine which Critical Vendor Claims, if
   any, are entitled to payment;

-- If a Critical Vendor accepts the payment, that Critical
   Vendor is deemed to have agreed to continue to provide
   services to the Debtors, on as good or better terms and
   conditions -- including credit terms -- that existed on
   December 31, 2001 throughout the pendency of these Chapter 11

-- If a Critical Vendor accepts the payment but does not
   continue to provide services on at least the Customary Terms,

    (a) any payment on a prepetition claim received by the
        Critical Vendor will be considered as unauthorized
        voidable postpetition transfer under Section 549 of the
        Bankruptcy Code.  The payment, therefore, will be
        recoverable by the Debtors in cash on written request;

    (b) upon recovery by the Debtors, any prepetition claim will
        be reinstated as if the payment had not been made;

-- Before making a payment to a Critical Vendor, the Debtors
   may, in their absolute discretion, settle all or some of the
   prepetition claims of that Critical Vendor for less than
   their face amount without further notice or hearing; and

-- Prior to making:

      (i) any Critical Vendor payment exceeding $175,000 to any
          single vendor; or

     (ii) any Critical Vendor payment that, if made, would in
          the aggregate with all other Critical Vendor payments
          actually made exceed $10,000,000,

   the Debtors must request and obtain approval of JPMorgan
   Chase Bank, as administrative agent to the Debtors' senior
   secured lenders, or its financial advisor.  Absent receipt of
   that approval or rejection, the Debtors' request to make the
   particular Critical Vendor payment will be deemed approved
   and may be made.  The Debtors may increase the $10,000,000
   basket by making requests to the Bank for incremental
   increases in the amount of $500,000 each, subject to the same
   approval. However, those increases of the basket will not
   exceed the maximum aggregate Critical Vendor payment
   authority set by the Court.

The Debtors clarify that, as of now, they are not seeking to pay
all Critical Vendor Claims.  While the Debtors believe that they
must continue to receive the materials, goods and services
provided by all of the Critical Vendors in order to achieve a
successful reorganization, Mr. Chehi says, the Debtors recognize
that, in many cases, payment of a Critical Vendor's prepetition
claims will not be necessary to facilitate the continued
delivery of the materials, goods and services.  Rather, the
Debtors believe that many of their Critical Vendors will
continue to do business with them postpetition because doing so
simply makes good business sense -- even without the payment of
prepetition claims.

In some cases, however, the Debtors anticipate that the Critical
Vendors may:

    (a) refuse to deliver materials, goods and services
        without payment of their prepetition claims;

    (b) refuse to deliver materials, goods and services on
        reasonable credit terms absent payment of prepetition
        claims, thereby effectively refusing to do business with
        the Debtors; or

    (c) suffer significant financial hardship, in that the
        Debtors' non-payment of prepetition claims would destroy
        a Critical Vendor's business and therefore its ability
        to supply the Debtors with materials, goods and

It is in cases like these -- where non-payment of Critical
Vendors' claims would lead to the interruption of the delivery
of necessary materials, goods and services -- that the Debtors
seek to exercise their discretion to pay Critical Vendor Claims.

The Debtors also ask the Court to direct all banks and other
financial institutions to receive, process, honor and pay checks
intended for the Critical Vendors, whether these checks are
issued or presented before or after the Petition Date. (GenTek
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

HARVARD INDUSTRIES: Unit Obtains $11MM Financing from Hilco Cap.
Theodore L. Koenig, President and Chief Executive Officer of
Hilco Capital LP, announced the completion and funding of a $9
million junior term credit facility for the benefit of Trim
Trends Co. LLC.  Trim Trends obtained the Hilco Capital facility
in conjunction with a new $22 million credit facility from The
CIT Group in order to facilitate the acquisition of Trim Trends
by Hilco Finance LLC, an affiliate of Hilco Capital. In
addition, Hilco Capital, through Hilco Finance, also provided $2
million of equity to close the transaction.

Headquartered in Farmington Hills, MI, Trim Trends is a tier I
and II supplier of automobile and light truck component parts.
It employs over 570 people and operates four manufacturing
facilities located in Bryan, Ohio; Spencerville, Ohio;
Deckerville, Michigan; and Dundalk, Ontario, Canada.

Trim Trends, founded in 1946, supplies decorative trim as well
as performance metallic fabrications to the car and truck
industry in North America. Throughout its history, Trim Trends
has been recognized for its innovative product designs and
fabrication processes. It has won the prestigious Gold Award, an
award bestowed for exacting performance, from Daimler-Chrysler a
record six consecutive times. It has also earned the Q-1 from
Ford Motor Company, among other quality awards. Trim Trends
provides its customers with state of the art, metal roll formed
fabrication technology in the production of decorative trim
parts, transmission hubs and other structural metallic
fabrications, seat tracks, door frames, door intrusion beams,
and suspension link components, many from ultra high-strength
steels. Among the assets purchased were numerous patents for
product designs and manufacturing techniques for a variety of
high volume current production vehicles.

Mr. Koenig said, "We have been familiar with Trim Trends for
some time and we have been very impressed with the quality of
the company's products and its management team. We are even more
impressed with the significant support that the customers have
shown Trim Trends despite its parent company's, Harvard
Industries, Inc., involvement as a debtor in a Chapter 11
proceeding since January, 2002. Throughout this time period,
Trim Trends has continued to operate as Harvard's most
profitable division. The recent new business awards given to
Trim Trends by its customers are a testament to Trim Trends'
value added position in the marketplace, which reinforced and
solidified our decision to make the investment."

Mr. Koenig announced that James B. Gray will become C.E.O. of
Trim Trends Co. LLC.  Mr. Gray has previously been employed as
the Managing Director of Tenneco Automotive Europe, the
President of CLEVITE Elastomers, and the President of Harvard
Industries, Inc.  David L. Kuta will continue in his role as
President, a position he has held for five years.  Mr. Kuta
stated, "We are very excited and energized with the Hilco
Finance acquisition of our company. Hilco Capital brings
significant financial resources to Trim Trends and a vision to
take us to the next level. Adding Jim Gray to our team is
evidence of the Hilco Capital commitment to grow and expand our
business. We intend to continue to be an important strategic
partner to our customers and suppliers. Their faith and
continued support will be remembered and rewarded."

Hilco Capital LP is a committed investment fund specializing in
providing junior secured debt, tranche B debt, mezzanine
financing and senior bridge financing throughout North America.
Hilco Capital focuses on a broad cross-section of manufacturers,
distributors, retailers, importers and service providers. Hilco
Capital prides itself on its flexible investment approach, its
ability to execute difficult or complex transactions and its
ability to close and fund transactions quickly. To learn more
about Hilco Capital, visit

INTERLIANT: U.S. Trustee Appoints 3-Member Creditors' Committee
Carolyn S. Schwartz, the United States Trustee for Region 2
appointed a three-member Official Committee of Unsecured
Creditors, in the chapter 11 cases involving Interliant, Inc.  
The Committee will be composed of:

     1) JP Morgan Chase Bank
        Institutional Trust Services
        450 West 33rd Street
        New York, NY 10001
        Attn: James R. Lewis
        Tel. No.: 212 946-3661

     2) Fir Tree Partners
        535 Fifth Avenue, 31st Floor
        New York, NY 100017
        Attn: Scott Henkin, President
        Tel. No.: 212 599-0090

     3) Pacific Assets Management
        1 Sansome Street, Suite 3900
        San Francisco, CA 94104
        Attn: David Rubenstein
        Tel. No.: 415 288-2312

Interliant, Inc., is a provider of Web site and application
hosting, consulting services, and programming and hardware
design to support the information technologies infrastructure of
its customers. The Company filed for chapter 11 protection on
August 5, 2002. Cathy Hershcopf, Esq., and James A. Beldner,
Esq., at Kronish Lieb Weiner & Hellman, LLP, represent the
Debtors in their restructuring efforts. When the Company filed
for protection from its creditors, it listed $69,785,979 in
assets and $151,121,417 in debts.

IPRINT TECH: Completes Asset Assignment for Benefit of Creditors
iPrint Technologies, inc. (Pink Sheets:IPRT), a provider of
online and offline marketing and customized branding solutions,
completed its previously announced assignment for the benefit of
its creditors. The assignment of iPrint's assets was made in
trust to Sherwood Partners, Inc., a third party assignee.
Substantially all of the assets of iPrint will be purchased from
Sherwood as a going concern by, Inc., a
privately held technology leader for business-to-business
procurement of logo merchandise.

The Company continues to believe that the transaction is the
best available alternative that will allow the Company to return
the maximum amount to the Company's creditors and will also
allow the Company to continue to serve its customers without
interruption. An assignment for the benefit of creditors is a
proceeding in which all assets of the Company are transferred to
a trustee to be sold for the benefit of the Company's creditors,
with any amounts remaining distributed to the Company's security
holders. Based upon current information, the Company cannot
forecast if any amounts will be available for payment to
iPrint's stockholders after all required payments to creditors
are made.

For information about iPrint, visit, founded in 1999, is the technology leader in
business-to-business e-procurement for the Fortune 1000
companies' logo merchandise needs. It offers customers an end-
to-end web-based solution for all logo branded products. uses quality merchandise such as: Sara Lee's
Hanes, Champion and OuterBanks brands, Swiss Army, Leeds, Cutter
and Buck, and A.T. Cross. The company has a diverse list of
corporate clients, including MCIWorldcom, Cisco, The GAP,
Playstation, E-Trade and national not for profit organizations
such as the YMCA. is headquartered in Palo Alto,
Calif. More information about and its services
can be found at

IT GROUP: Asks Court to Extend Exclusive Period to Jan. 13, 2003
The IT Group, Inc., and its debtor-affiliates, with the support
of the Official Committee of Unsecured Creditors, ask the Court
for the third time to extend their exclusive periods to:

    -- file a plan of reorganization, through and including
       January 13, 2003; and

    -- solicit acceptances of that plan, through and including
       February 11, 2003.

Gary A. Rubin, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, relates that the Debtors, the
Committee and the Prepetition Lenders continue to discuss a
potential settlement of outstanding issues between them,
including, a consensual Chapter 11 plan or plans for the
Debtors.  These discussions are stalled, in part, by the 6,000
proofs of claims filed in these cases asserting a total of a
whopping $16,000,000,000.  The Debtors believe that they should
be given additional time to negotiate the final terms of a
Chapter 11 plan with the Committee and the Prepetition Lenders
without the distraction and expense of competing plans filed by
other parties-in-interest.

Judge Walrath will convene a hearing on the motion on November
6, 2002 at 11:30 a.m.  By application of Delaware Local Rule
9006-2, the Debtors' exclusive plan-filing deadline is preserved
until the conclusion of that hearing.  Objections to the motion
are due on October 30, 2002. (IT Group Bankruptcy News, Issue
No. 19; Bankruptcy Creditors' Service, Inc., 609/392-0900)  

ITC DELTACOM: Committee Wants to Tap Blank Rome as Co-Counsel
The Official Committee of Unsecured Creditors of ITC Deltacom,
Inc., asks for authority from the U.S. Bankruptcy Court for the
District of Delaware to retain Blank Rome Comisky & McCauley LLP
as its Co-Counsel, nunc pro tunc to August 9, 2002.

At a Committee meeting, the Committee voted to employ Fried
Frank Harris Shriver & Jacobson as its counsel and Blank Rome as
co-counsel to perform all necessary services for the orderly
conduct of this chapter 11 case.

The Committee expects Blank Rome to provide:

  a) administration of this case and the exercise of oversight
     with respect to the Debtors' affairs including all issues
     arising from or impacting the Debtor or the Committee in
     this Chapter 11 case;

  b) preparation on behalf of the Committee of all necessary
     applications, motions, orders, reports and other legal

  c) appearances in Bankruptcy Court and at meetings of
     creditors to represent the interests of the Committee;

  d) review and negotiation of any plan of reorganization and
     related matters; and

  e) performance of all of the Committee's duties and powers in
     conjunction with the Debtor's Chapter 11 case, including
     the confirmation and implementation of a plan of

The Committee assures the Court that Blank Rome will coordinate
its efforts with Fried Frank in representing the Committee in
this case and will endeavor to avoid any unnecessary duplication
of services.

Blank Rome's current hourly rates as set forth in the affidavit
of Mark J. Packel are:

          Partners       $295 - $565 per hour
          Counsel        $290 - $525 per hour
          Associates     $190 - $360 per hour
          Paralegals     $110 - $210 per hour

KAISER ALUMINUM: Wants to Talk with PBGC to Resolve Issues
Kaiser Aluminum intends to request a meeting with the Pension
Benefit Guaranty Corporation (PBGC) to discuss alternative
solutions to pension plan funding issues that would help
facilitate Kaiser's emergence from bankruptcy. Additionally,
Kaiser intends to meet with appropriate union representatives.

"When Kaiser Aluminum filed for Chapter 11 protection on Feb. 12
of this year," said Jack A. Hockema, president and chief
executive officer of Kaiser Aluminum, "we cited future pension
funding obligations as one of several significant legacy
liability issues that had to be addressed in order for Kaiser to
restructure and emerge as a strong and viable company.

"We have done extensive work with our independent actuaries and
our advisors to project future contribution requirements of the
pension plans and to analyze the company's ability to handle
such funding requirements under a variety of scenarios. While it
is not possible to say what actions will emerge from our
analysis, we must explore options to reduce or mitigate the
pension funding obligations. Those options may include extended
amortization periods for payment of unfunded liabilities or the
potential termination of our pension plans.

"I want to emphasize that while we must deal with the pension
funding issues, the company's operating posture and liquidity
are sound. We have just under $100 million of cash, we have no
borrowings against our credit line, and we continue to have only
a relatively modest amount of letters of credit outstanding,"
said Hockema.

"We understand that this kind of pension plan review creates
uncertainty, and we are admittedly trying to maintain a fine
balance as we work through these difficult issues. On one hand,
the company must focus on taking all of the necessary steps to
emerge from bankruptcy and remain viable long into the future,
and that's what we are doing. On the other hand, we clearly need
the talent and dedication of our employees to achieve that
objective. Although the current pension plans may be subject to
change, we expect to provide suitable compensation and benefits
to retain and motivate employees.

Kaiser Aluminum Corporation (OTCBB:KLUCQ) is a leading producer
of alumina, primary aluminum and fabricated aluminum products.

Kaiser Aluminum & Chemicals' 12.75% bonds due 2003 (KLU03USR1)
are trading at 17 cents-on-the-dollar, DebtTraders reports. See  
real-time bond pricing.

KMART CORP: Wants More Time to Remove Prepetition Actions
As of the Petition Date, Kmart Corporation and its 37-debtor
affiliates were parties to more than 20,000 judicial and
administrative proceedings pending in various courts or
administrative agencies throughout the United States and
elsewhere.  Because of the number of actions involve a wide
variety of claims, the Debtors need more time to determine
which, if any, of the actions should be removed and transferred
to the Northern District of Illinois for continued litigation.

For a third time, the Debtors propose that the deadline to file
notices of removal with respect to any pending action be
extended.  The Debtors ask that their period in which to make
those decisions be moved to the later of:

    -- February 25, 2003; or

    -- 30 days after entry of an order terminating the automatic
       stay with respect to any particular action sought to be

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom, tells the Court that third extension of the removal
periods is in the best interests of the Debtors' estates and
their creditors.  Mr. Butler explains that, "the extension
sought will afford the Debtors a sufficient opportunity to make
fully informed decisions concerning the possible removal of
actions, protecting the Debtors' valuable right to economically
adjudicate lawsuits pursuant to 28 U.S.C. Section 1452 if the
circumstances warrant removal."

Mr. Butler assures that the Debtors' adversaries will not be
prejudiced with another extension because the adversaries may
not prosecute the actions absent relief from automatic stay.

Judge Sonderby will consider the motion at a hearing scheduled
on October 30, 2002 at 11:00 a.m., and directs that the Debtors'
Removal Period will remain intact through the conclusion of that
hearing. (Kmart Bankruptcy News, Issue No. 36; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Kmart Corp.'s 9.0% bonds due 2003
(KM03USR6) are trading at 17 cents-on-the-dollar. See  
real-time bond pricing.

LAIDLAW: Court Approves Proposed Solicitation & Voting Protocol
On Laidlaw Inc.'s request, Judge Kaplan approves the Ballots
that will be distributed to holders of claims in Classes 4, 5A,
5B, and 6, which are entitled to vote for the acceptance or
rejection of the Plan.  This includes the election mechanisms
contained in each Ballot.

Except with respect to the Beneficial Owner Noteholder Ballots,
all Ballots must be properly executed, completed and delivered
to the Balloting Agent so as to be counted as votes to accept or
reject the Plan, by:

    * mail in the return envelope provided with each

    * overnight courier; or

    * personal delivery.

Votes must be received by the Balloting Agent no later than the
Voting Deadline -- 5:00 p.m., Eastern Time, on November 8, 2002.
Noteholder Master Ballots also may be submitted, if necessary,
by facsimile, so as to be received by the Balloting Agent by the
Voting Deadline.  Brokers, banks dealers or other agents or
nominees for beneficial owners of the notes are the Master
Ballot Agents.  They will distribute Beneficial Owner Noteholder
Ballots and complete and submit timely Noteholder Master

Solely for the purposes of voting to accept or reject the Plan,
each claim within a class of claims entitled to vote to accept
or reject the Plan will be temporarily allowed in accordance
with the Tabulation Rules:

  -- if a claim is deemed allowed in accordance with the Plan,
     the claim will be temporarily allowed for voting Purposes
     in the deemed allowed amount set forth in the Plan;

  -- if claims for which a proof of claim has been filed but not
     yet reconciled by the Debtors are:

       (i) marked as contingent, unliquidated or disputed on its

      (ii) listed as contingent, unliquidated or disputed in the
           Schedules, either in whole or in part; or

      (iii) not listed in the Schedules,

      these amounts will be temporarily allowed for voting
      purposes for $1;

  -- if a claim has been estimated or otherwise allowed for
     voting purposes by order of the Court, the claim will be
     temporarily allowed for voting purposes in the amount so
     estimated or allowed by the Court;

  -- claims of individual Credit Facility Creditors will be
     counted solely in the amounts identified in the Master bank
     Group List, unless the applicable Credit Facility Creditor
     obtains an order of the Court allowing the Claim in a
     different amount for voting purposes;

  -- if a claim holder identifies a claim amount on its Ballot
     that is less than the amount otherwise calculated in
     accordance with the Tabulation Rules, the Claim will be
     temporarily allowed for voting purposes in the lesser
     amount identified on the Ballot; and

  -- with respect to the Notes, the amount of the claims for
     voting purposes will be the lesser of:

       (i) the amounts on the Record Holder Register or the
           Master Ballot Agent Register, as applicable;

      (ii) the amounts identified by an Individual Record Holder
           in an Individual Noteholder Ballot or by a Master
           Ballot Agent on a Noteholder Master Ballot, in each
           case calculated in accordance with established

If any claimant seeks to challenge the allowance of its claim
for voting purposes in accordance with the Tabulation Rules,
Judge Kaplan rules that the claimant must file a motion,
pursuant to Rule 3018(a) of the Federal Rules of Bankruptcy
Procedures, for an order temporarily allowing the claim in a
different amount or classification for purposes of voting to
accept or reject the Plan.  That claimant must serve the motion
to the Debtors' counsel so as to be received no more than 10
days after the date of service of the Confirmation Hearing
Notice.  The Debtors will have seven days to file and serve any
replies to the objections. Any ballot submitted by a creditor
that files a Section 3018 Motion will be counted solely in
accordance with the Tabulation Rules and the other applicable
provisions of the Order unless and until the underlying claim is
temporarily allowed by the Court for voting purposes in a
different amount, after notice and hearing.  The Debtors will
coordinate with the Court to adjudicate and resolve all pending
Rule 3018 Motions and any responses thereto in a timely fashion
and at a single court hearing.

In tabulating the Ballots, these additional procedures will be

  -- any Ballot that is properly completed, executed and timely
     returned to the Balloting Agent or a Master Ballot Agent
     but does not indicate an acceptance or rejection of the
     Plan will not be counted;

  -- if no votes to accept or reject the Plan are received with
     respect to a particular class, the class will be deemed to
     have voted to reject the Plan;

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

  -- creditors must vote all of their claims within a particular
     class under the Plan either to accept or reject the Plan
     and may not split their votes, thus, a Ballot that
     partially rejects and partially accepts the Plan will not
     be counted.

For purposes of determining whether the numerosity and the claim
amount requirements of Sections 1126(c) and 1126(d) of the
Bankruptcy Code have been satisfied, only those Ballots cast by
the Voting Deadline will be tabulated.

                 Solicitation Package Distribution

The Court set September 18, 2002 as the record date for purposes
of determining which creditors and equity holders are entitled
to receive Solicitation Packages and, where applicable, vote on
the Plan.

Accordingly, with respect to a transferred claim, the transferee
will be entitled to receive a Solicitation Package and cast a
Ballot on account of the claim only if:

  (a) all actions necessary to effect the transfer of the claim
      pursuant to Bankruptcy Rule 3001(e) have been completed by
      the Record Date; or

  (b) the transferee files by the Record Date:

      -- the documentation required by Bankruptcy Rule 3001(e)
         to evidence the transfer; and

      -- a sworn statement of the transfer supporting the
         validity of the transfer.

      Each transferee will be treated as a single creditor for
      purposes of the numerosity requirements in Section 1126(c)
      of the Bankruptcy Code and the other voting  and
      solicitation procedures.

The Debtors will mail the Solicitation Packages containing:

  * the Confirmation Hearing Notice;

  * the Disclosure Statement;

  * letters from the Debtors and the Creditors Committee
    recommending acceptance of the Plan; and

  * for Solicitation Packages sent to holders of claims in
    classes entitled to vote to accept or reject the Plan, an
    appropriate form of Ballot and a Ballot return envelope and
    additional materials to be sent to the Master Ballot Agents.

These Solicitation Packages will be mailed not less than 25 days
before the Voting Deadline to:

  (1) all persons or entities that have filed proofs of claim or
      equity interests on or before the Record Date, other than
      a proof  of claim filed by Noteholder asserting a
      Prepetition Noteholder Claim;

  (2) all persons or entities listed in the Schedules as holding
      liquidated, noncontingent, undisputed claims as of the
      Record Date;

  (3) all other known holders of claims or equity interests
      against the Debtors, if any, as of the Record Date;

  (4) all parties in interest that have filed requests for
      notice in accordance with Bankruptcy Rule 2002 in the
      Debtors' Chapter 11 cases on or before the Record Date;

  (5) the U.S. Trustee.

Judge Kaplan explains that the Debtors are not required to
transmit the Solicitation Packages to former employees and
retirees of the Debtors unless these individuals have filed
proofs of claims or are listed in the Debtors' Schedules as
holding liquidated, non-contingent and undisputed claims of the
Record Date.

The Debtors also are excused from mailing Solicitation Packages
to entities with "undeliverable" addresses unless the Debtors
are provided with accurate addresses for the entities, in
writing, on or before the Record Date.  Failure to mail
Solicitation Packages to the entities will not constitute
inadequate notice of the Confirmation Objection Deadline, the
Confirmation Hearing, the Voting Deadline or any other matter.

The procedures for the distribution of Solicitation Packages and
the tabulation of votes with respect to the Noteholders' Note
Claims are:

  (a) the Debtors will mail a Solicitation Package or Packages
      by first class mail, postage prepaid, to:

      -- each holder of record of Notes as of the Record Date
         that hold the instruments in their own name; and

      -- each Master Ballot Agent for distribution to Beneficial
         Owners as of the Record Date;

  (b) the applicable Indenture Trustee will be required to
      provide these documents to the Debtors within 3 business
      days after the Record Date:

      -- a list containing the names, addresses and holdings of
         the respective Individual Record Holders as of the
         Record Date; and

      -- a list containing the names and addresses of the Master
         Ballot Agents and, for each Master Ballot Agent, the
         Aggregate holdings of the Beneficial Owners for whom
         the Master Ballot Agent provides services.

      Any party, with lists of Noteholders is directed to
      provide the list to the Debtors, upon their request;

  (c) the Debtors will send each individual Record Holder a
      Solicitation Package containing the applicable Noteholder
      Individual Ballot.  The Noteholder Individual Ballot must
      be completed and returned to the Balloting Agent so that
      it is received prior to the Voting Deadline in accordance
      with the procedures;

  (d) on receipt of the Master Ballot Agent Register, the
      Balloting Agent or its agent will:

      -- contact each Master Ballot Agent to determine the
         number of Solicitation Packages needed by the Master
         Ballot Agent for distribution to the applicable
         Beneficial Owners for whom the Master Ballot Agent
         performs services; and

      -- deliver to each Master Ballot Agent a Noteholder Master
         Ballot and the requisite number of Solicitation
         Packages with Beneficial Owner Noteholder Ballots;

  (e) the Master Ballot Agents will be required to distribute
      the Solicitation Packages they receive as promptly as
      possible to the Beneficial Owners for whom they provide
      services.  To obtain the votes of the Beneficial Owners,
      the Master Ballot Agents will include as part of each
      Solicitation Package, a Beneficial Noteholder Ballot and a
      return envelope addressed to the Master Ballot Agent.  The
      Beneficial Owners must then return the Ballots in the
      manner and by the deadline in the instructions
      accompanying the Beneficial Owner Noteholder Ballot.  Upon
      receipt of the completed Ballots, the Agent will summarize
      the votes of its respective Beneficial Owners on a
      Noteholder Master Ballot in accordance with the procedures
      and the instructions attached.  The Master Ballot Agent
      must then return the Noteholder Master Ballot to the
      Balloting Agent so that it is received prior to the Voting
      Deadline in accordance with the procedures; and

  (f) the Debtors will serve a copy of the Court order
      approving the solicitation procedures on:

      -- each Indenture Trustee for the Debtors' Notes;

      -- each known entity that is serving as a Master Ballot

      -- Depository Trust Corporation; and

      -- ADP Proxy Services, which is an intermediary that
         processes voting materials for many brokerage firms and

      Upon written request, the Debtors will reimburse the
      Entities in accordance with customary procedures for their
      reasonable, actual and necessary out-of-pocket expenses
      incurred in performing the tasks.   No other fees,
      commissions or other remuneration will be payable to any
      Master Ballot Agent in connection with the distribution of
      Solicitation Packages to Beneficial Owners or the
      completion of Noteholder Master Ballots.

                    Individual Record Holders

In tabulating the votes cast by Beneficial Owners of Notes and
Individual Record Holders:

  (a) all Master Ballot Agents will be required to retain the
      beneficial Owner Noteholder Ballots cast by their
      respective Beneficial Owners for inspection for a period
      of 1 year following the Voting Deadline;

  (b) the Balloting Agent will compare the votes cast by
      Individual Record Holders and Beneficial Owners to
      the Record Holder Register and the Master Ballot Agent

  (c) Votes submitted by an individual Record Holder on an
      Individual Noteholder Ballot will not be counted in excess
      of the record position in, as applicable, the Notes for
      that particular Individual Record Holder, as identified on
      the Record Holder Register;

  (d) Votes submitted by a Master Ballot Agent on a Noteholder
      Master Ballot will not be counted in excess of the
      Aggregate position in, as applicable, the Notes of the
      Beneficial Owners for whom the Master Ballot Agent
      provides services, as identified in the Master Ballot

  (e) The submission of an Individual Noteholder Ballot or a
      Noteholder Master Ballot reflecting an aggregate amount of
      voting claims that exceeds the record position as
      identified on the Record Holder Register or the aggregate
      position identified on the Master Ballot Agent Register,
      respectively, is referred to herein as an "overvote";

  (f) To the extent that:

      -- an individual Noteholder Ballot submitted by an
         Individual Record Holder contains an over-vote or
         otherwise conflicts with the Record Holder Register,
         the Balloting Agent will tabulate the Individual Record
         Holder's vote to accept or reject the Plan based upon
         the information contained in the Record Holder

      -- an over-vote or a conflicting vote on a Noteholder
         Master Ballot contains an over-vote or votes that
         otherwise conflict with the Master Ballot Agent
         Register, the Balloting Agent will attempt to resolve
         the over-vote or conflicting vote prior to the Voting
         Deadline; and

      -- to the extent that an over-vote or a conflicting vote
         on a Noteholder Master Ballot is not reconciled prior
         to the Voting Deadline, the Balloting Agent will:

           (i) calculate the respective percentage of the total
               slated amount of the Noteholder Master Ballot
               voted by each respective Beneficial Owner;

          (ii) multiply the percentage for each Beneficial Owner
               by the amount of aggregate holdings for the
               applicable Master Ballot identified on the Master
               Ballot Agent Register; and

         (iii) tabulate votes to accept or reject the Plan based
               on the result of this calculation.

        The Debtors reserve the right to challenge the
        appropriateness of this calculation in any given case
        by seeking a determination of the Court within 3
        business days after the final voting results are
        certified by the Balloting agent;

  (g) A single Master Ballot Agent may complete and deliver to
      the balloting Agent multiple Noteholder Master Ballots
      summarizing the votes of the Beneficial Owners of the
      Notes.  Votes reflected on multiple Noteholder Master
      Ballots will be counted, except to the extent that they
      are duplicative of other Noteholder Master Ballots.  If
      two or more Noteholder Master Ballots are inconsistent,
      the latest dated Noteholder Master Ballots received prior
      to the Voting Deadline will, to the extent of this
      inconsistency, supersede and revoke any prior Noteholder
      Master Ballot; and lastly,

  (h) The tabulation of votes by Individual Record Holders and
      Beneficial Holders will be subject to the other provisions
      ordered by the Court. (Laidlaw Bankruptcy News, Issue No.
      25; Bankruptcy Creditors' Service, Inc., 609/392-0900)  

LEHMAN BROTHERS: Fitch Affirms Low-B Ratings on Classes H, J & K
Lehman Brothers-UBS Commercial Mortgage Trust, mortgage pass-
through certificates series 2000-C3's $376.5 million class A-1
certificates, $641.3 million class A-2 certificates and $1,282.2
million interest-only class X certificates are affirmed at
'AAA'. In addition, the following certificates are affirmed:
$71.8 million class B at 'AA', $49.0 million class C at 'A',
$19.6 million class D at 'A-', $13.1 million class E at 'BBB+',
$13.1 million class F at 'BBB', $11.8 million class G at 'BBB-',
$20.9 million class H at 'BB+', $16.3 million class J at 'BB',
and $9.8 million class K at 'BB-'. Classes L, M, N, and P are
not rated. The rating affirmations follow Fitch's annual review
of the transaction, which closed in May 2000.

As of the October 2002 distribution date, the pool's principal
balance had been reduced by 1.7% to $1,282.2 million from
$1,305.7 million at closing. The certificates are collateralized
by 173 mortgage loans secured by 179 commercial and multifamily
properties. The pool is well diversified among 30 states, with
the largest concentrations in California (15.1% of the pool's
current balance), New York (14.5%), Maryland (14.4%), and
Colorado (12.8%). Retail properties account for 51% of the
pool's current balance.

Wachovia Securities, as master servicer, collected 93% of year-
end 2001 operating statements. For the loans that reported
statements at year-end, the weighted-average debt service
coverage ratio increased to 1.55 times at YE 2001 from 1.47x at
year-end 2000 and 1.46x at issuance. The four largest loans,
representing 33% of the pool, are collateralized by the retail
properties, Cherry Creek Mall, Annapolis Mall, Sangertown Square
Mall, and the Westfield Portfolio. These loans have investment
grade credit assessments which are consistent with the
assessments assigned at issuance. The ten largest loans,
representing 45% of the pool balance, reported a year-end 2001
WADSCR of 1.74x, compared to 1.64x and 1.61x at year-end 2000
and issuance respectively.

There are nine loans in special servicing (1.78% of the pool);
the largest loan, accounting for 0.82% of the pool, is current,
but in default under a letter of credit agreement for repairs at
the property. Approximately 10.2% of the loans by total
certificate balance are on Wachovia's watch list. The watch list
includes the tenth largest loan in the pool, New Media & Arts
Center, which accounts for 1.5% of the current balance. New
Media & Arts Center, an office building, is located in New York
City, and reported a year-end 2001 DSCR of 0.81x. The loan is
current and the servicer reports that the drop in DSCR is due to
higher expenses and a lower occupancy. Overall the property is
reported to be in fair condition with renovations on the first
three floors and an upgraded fire alarm system. The current
occupancy figure was not available.

The transaction contains several CTL loans (2.4% of the pool) of
which all underlying credit ratings have remained constant since
last review. There are seven loans with year-end 2001 DSCRs less
than 1.00x (2.6% of the pool). After discussions with the
servicer regarding the watch list loans and other loans with
performance decline, Fitch determined that the current
subordination levels are sufficient to affirm the ratings.

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

LODGIAN INC: Asks Court to Approve Settlement Pact with CCA
Steven J. Reisman, Esq., at Curtis Mallet-Prevost Colt & Mosle
LLP, in New York, informs the Court that prior to the Petition
Date, The Capital Company of America made certain loans to the
Impac Borrowers, composed of Impac Hotels II LLC, Impac Hotels
III LLC, Impac Hotel Group LLC, and Impac Hotel Management LLC.
The CCA Prepetition Loans were guaranteed on a limited basis by
Lodgian Inc., and Impac Hotel Group, LLC.  CCA asserts that the
CCA Prepetition Loans are secured by mortgages on 18 hotels
owned by the Impac Borrowers, and that the revenues generated by
the CCA Hotels constitute "cash collateral" of CCA.

On June 5, 2002, CCA filed proofs of claim against:

-- Impac Hotels II, L.L.C. asserting a secured claim for

-- Impac Hotels III, L.L.C. asserting a secured claim for

-- Impac Hotel Group, L.L.C. asserting a general unsecured claim
   for $10,214,464.70, and

-- Lodgian Inc. asserting a general unsecured claim for

After months of intensive mediation, the Debtors and CCA have
finally reached a settlement of all of their disputes.  The
principal terms of their Settlement Agreement are:

-- The Impac Borrowers may fully discharge CCA's claims by
   payment of the Settlement Amount on or before the Outside
   Closing Date specified in the Settlement Agreement.  The
   Outside Closing Date will initially be February 28, 2003 and,
   provided that no Default exists under the Settlement
   Agreement, may be extended to not later than May 31, 2003
   upon satisfaction of the conditions provided in the
   Settlement Agreement, including payment of the Extension Fee
   specified in the Settlement Agreement.

   The settlement amount and the extension fee was kept
   confidential by the parties.

-- If the Impac Borrowers do not pay the Settlement Amount on or
   before the Outside Closing Date, the Impac Borrowers, with
   the cooperation of the other Settling Debtors, will effect an
   expeditious and orderly transfer of the CCA Hotels in any
   manner as CCA will direct, including:

     * by foreclosure,

     * by deed in lieu of foreclosure, or

     * a sale pursuant to Section 363 of the Bankruptcy Code.

   Impac Hotel Management LLC will continue to manage the CCA
   Hotels, unless the Impac Borrowers do not pay the Settlement
   Amount on or before the Outside Closing Date, in which case,
   the Manager will continue to manage the CCA Hotels only as
   CCA may request until a Transfer of those properties is
   effected. The Manager will receive the management fee
   provided in its existing management agreements with the Impac
   Borrowers and will provide a level of service to the CCA
   Hotels comparable to that provided to other properties it
   manages for the Lodgian Group.

-- Effective on the entry of the Order, CCA will:

   * waive, release and forever discharge its claims against the
     Guarantors under their limited guaranties and, except for
     those claims created by the Settlement Agreement, all other
     claims and interests of any kind related to any of the

   * be deemed to have withdrawn, with prejudice, its objection
     to the Impac Borrowers' prior use of CCA's Cash Collateral
     and the Debtors' allocation of reorganization costs and
     expenses; and

   * consent to and accept the allocation of reorganization
     costs and expenses to the Impac Borrowers' estates on an
     ongoing basis as the allocation has been set forth in a
     cash collateral stipulation.

-- CCA will forbear from exercising any remedies against the
   Impac Borrowers in respect of the CCA Prepetition Loans until
   the Outside Closing Date or an earlier Default under the
   Settlement Agreement.  If the Impac Borrowers pay the
   Settlement Amount on or before the Outside Closing Date, CCA
   will waive, release and forever discharge all claims and
   interests of any kind related to the Impac Borrowers, except
   for those claims created by the Settlement Agreement.  If the
   Impac Borrowers do not pay the Settlement Amount on or before
   the Outside Closing Date, CCA may exercise any and all rights
   and remedies against the Impac Borrowers, including as
   necessary to effect a Transfer of the CCA Hotels.

-- The Impac Borrowers are required to pay to CCA certain
   amounts specified in the Settlement Agreement, including
   reimbursement of fees and expenses, beginning on the second
   business day after the Approval Date.  The failure to pay
   these amounts when due would constitute a Default under the
   Settlement Agreement.  None of the other Settling Debtors has
   any obligation with respect to these payments.

In addition, CCA has further agreed that it will not object to
the confirmation of the Plan or object to any other matter in
the Debtors' Chapter 11 cases, unrelated to the Impac Borrowers.

By this motion, the Settling Debtors ask the Court to enter an

-- pursuant to Section 363(b) of the Bankruptcy Code and
   Bankruptcy Rule 9019(a), approving the Settlement Agreement
   between certain of the Debtors and CCA settling certain
   claims and interests of CCA against the Debtors, and

-- pursuant to Section 362 of the Bankruptcy Code, lifting the
   automatic stay to the extent applicable, to allow the Impac
   Borrowers to implement the transactions contemplated by the
   terms and conditions of the Settlement Agreement.

Mr. Reisman relates that the Settling Debtors and CCA have
expended resources, both in terms of time and dollars, in
researching, strategizing, litigating and mediating the disputes
between the Settling Debtors and CCA.  The Settling Debtors
contend that a full adjudication of CCA's claim against the
Debtors would necessitate significant additional expenditure of
the Debtors' time and limited resources not to mention the
increased cost to the estates.  Moreover, even if the Debtors
were to prevail at trial regarding the mediation matters, there
remain potentially three levels of appeal, full or partial
reversal of prior Orders of this Court, perhaps requiring a new

By contrast, the Settlement Agreement avoids the expense and
delay inherent in litigating:

-- the validity, priority and extent of CCA's lien,

-- the amount of CCA's secured claim,

-- further extensions of exclusivity,

-- cramdown under Section 1129(b) of the Bankruptcy Code, and

-- equity reorganization structures using a "new value" plan.

In addition, the numerous factors pertaining to the relative
benefits to be received by the Debtors support this Court's
approval of the Settlement Agreement.  Mr. Reisman believes that
the Settlement Agreement will inure to the benefit of all
creditors of the Debtors' estate by minimizing claims against
the Debtors' estate, and by minimizing the expenditure of the
estates' resources.  Also, the Settlement Agreement releases
claims that CCA has or may have against the Debtors and their

Moreover, the Settlement Agreement is unquestionably the product
of arm's-length bargaining.  The Settlement Agreement was
achieved only after contentious and complex mediation and
negotiating sessions involving many issues.  Neither side
dictated the terms of the Settlement Agreement, but rather it
constitutes a reasonable compromise, which reflects the relative
strength of positions with respect to CCA's claims against the

Furthermore, Mr. Reisman points out that the Creditors'
Committee was fully involved in the negotiating, drafting and
finalizing of the Settlement Agreement and supports the Debtors'
entry into the Settlement Agreement with CCA.

Finally, the Settling Debtors assert that the approval of the
Settlement Agreement will eliminate considerable distraction
involving the disputes between the Settling Debtors and CCA,
thus facilitating the Debtors' continued progress towards a
successful reorganization and emergence from Chapter 11 for all
but the Impac Borrowers before December 2002. (Lodgian
Bankruptcy News, Issue No. 18; Bankruptcy Creditors' Service,
Inc., 609/392-0900)  

LOUISIANA-PACIFIC: Reports Improved Results for Third Quarter
Louisiana-Pacific Corporation (NYSE:LPX), whose corporate credit
rating is rated by Standard & Poor's at BB, reported a third
quarter net income of $3.3 million on sales of $501.8 million.

In the third quarter of 2001, LP's net loss was $1.7 million on
sales of $504.0 million (excluding the amortization of goodwill,
third quarter 2001 net income was $5.1 million). For the first
nine months of 2002, LP reported a net loss of $19.4 million on
sales of $1.5 billion compared to a net loss of $100.8 million
on sales of $1.5 billion in the first nine months of 2001
(excluding the amortization of goodwill, the net loss for the
first nine months of 2001 was $80.4 million).

For the third quarter of 2002, income from continuing operations
was $18.4 million. In the third quarter of 2001, LP's income
from continuing operations was $4.2 million. For the first nine
months of 2002, income from continuing operations was $26.9
million. For the first nine months of 2001, loss from continuing
operations was $82.0 million. Included in the third quarter of
2002 and the nine month period ended September 30, 2002 is a
gain of about $58 million ($35.4 after taxes) associated with
the sale of a portion of our timberlands.

"We are making good progress executing the plan we announced in
May of this year," said Mark A. Suwyn, LP's chairman & CEO.
"This quarter, all continuing businesses showed positive
operating profits despite a drop in oriented strand board (OSB)
prices of 11% from the third quarter last year. In response to
soft pricing, we curtailed all our OSB mills for one week in
July, and continue to have one major Canadian mill closed.
Through close control of capital expenditures, the ongoing sale
of assets and positive operating results, we reduced our net
debt and other liabilities by more than $60 million this

Suwyn continued, "This past quarter we divested four plywood and
three industrial panel mills, and we expect to close several
more transactions this quarter. Due to extremely low lumber
prices and general uncertainty in the direction of the lumber
market, the bids for our lumber mills were below the value of
these excellent facilities. Accordingly, we have decided to pull
two-thirds of them off the market; the remaining will proceed to
sale now. We remain optimistic that we will complete these and
the other planned divestitures by year-end 2003 as originally

LP is a premier supplier of building materials, delivering
innovative, high-quality commodity and specialty products to its
retail, wholesale, homebuilding and industrial customers. Visit
LP's Web site at http://www.lpcorp.comfor additional  
information on the company.

LTV CORP: LTV Steel Selling Buffalo Property to Steelfields LLC
LTV Steel Company, Inc., owns a certain real property located in
Buffalo, New York, in partnership with The Hanna Furnace
Corporation. LTV Steel wants to sell the property to Steelfields
LLC, on these terms:

(1) The property to be sold consists of:

     (a) approximately 135 acres of real property owned by LTV
         Steel, located in Buffalo, New York, commonly known as
         the former LTV Steel Buffalo Plant;

     (b) a landfill comprising approximately 80 acres owned by
         LTV Steel that is located on Marilla Street in Buffalo;

     (c) approximately 84 acres of real property jointly owned
         by LTV Steel and Hanna that is commonly known as the
         former Donner-Hanna Coke Plant;

(2) The only relationship between LTV Steel and Steelfields is
    embodied in a settlement of environmental claims;

(3) As consideration for this purchase, Steelfields agrees to
    indemnify, defend and hold harmless LTV Steel and Hanna from
    any and all claims for or relating to:

     (a) the Purchaser's failure to satisfy the terms of that
         certain Voluntary Cleanup Agreement between the
         Purchaser and the New York State Department of
         Environmental Conservation for its clean-up of the

     (b) conditions that existing on the property before, on or
         after the closing of the proposed sale;

     (c) conditions from the property to the extent that they
         emanate from the property after the closing; and

     (d) the Purchaser's failure to comply with applicable
         regulatory or public safety requirements pertaining to
         the property after the closing;

(4) In LTV Steel's view, the proposed sale does not require the
    consent of its postpetition lenders; and

(5) This sale is subject to the receipt of a higher or better
    offer. (LTV Bankruptcy News, Issue No. 38; Bankruptcy
    Creditors' Service, Inc., 609/392-00900)

MATTRESS DISCOUNTERS: Files for Chapter 11 Relief in Maryland
Mattress Discounters Corporation announced that, in order to
facilitate the prompt completion of its restructuring
initiatives, the Company and its subsidiary TJB, Inc., filed
voluntary petitions for reorganization under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Maryland (Greenbelt Division). The Company's Chapter 11 filing
comes on the heels of it reaching an agreement as to the
principal terms of a consensual reorganization and $6 million in
new financing as well as agreement with holders of a substantial
majority of the Company's outstanding senior notes.

"In the face of an uncertain and trying time for most retailers
to maintain profitability, we are delighted to be moving forward
toward a consensual balance sheet restructuring and new
investments from our shareholders," said Mattress Discounters
President and Chief Executive Officer Steve Newton. "In that
regard, we are grateful for the extraordinary efforts and
dedication of the most talented employees in the business, as
well as the continued support shown by our key suppliers such as
Sealy and Leggett and Platt. With the support of our
shareholders, and our bondholders, we are ready to implement a
restructuring that will allow us to continue providing high
quality products and services without interruption."

The Company expects that its court-supervised restructuring will
be accomplished on a "fast-track" basis and has targeted
emergence from Chapter 11 in the first quarter of 2003. The
Company's shareholders have agreed in principle to provide the
Company with a loan and Sealy will provide up to $3 million in
trade terms. This combination will be used to fund operations
while the Company seeks to implement a Chapter 11 Plan, the
principal terms of which have been agreed to by the Company's
shareholders, and a substantial majority of the Company's
bondholders. The agreement is subject to definitive
documentation, approval of the Bankruptcy Court, and,
availability of the funding will be subject to the satisfaction
of a number of conditions to closing. The proceeds of the DIP
facility will be used to supplement the Company's existing cash
flow during the reorganization process.

Mattress Discounters has asked the court to approve a contract
allowing for the sale of its stores in San Francisco, Sacramento
and San Diego to California based Sleep Train. "We believe that
this sale is in the best interests of the Company, our Creditors
and our employees," said Newton. "The Sleep Train already has a
strong presence in California and has built a powerful brand
that will complement the Mattress Discounters stores remarkably
well. An essential element of the sale contract is that The
Sleep Train has an extremely strong team culture and they have
agreed to offer employment to all of our employees in these

On approval of this sale Mattress Discounters has also asked the
Bankruptcy Court to approve closing its remaining California
stores as well as the factory that it currently operates in
Fontana, CA.

Mattress Discounters is headquartered in Upper Marlboro,
Maryland, employing 1,000 people. With almost 25 years in
business and more than 200 company-owned stores across the
nation, they are one of the largest specialty mattress retailers
in America and one of the world's largest retailers of Sealy

MATTRESS DISCOUNTERS: Voluntary Chapter 11 Case Summary
             aka Mattress Discounters
             aka T.J.B., Inc.
             aka Bedding Experts
             aka Bedding Experts, Inc.
             aka Comfort Source
             aka WS Manufacturing
             aka Sleep Barn
             aka B Spring
             aka B Spring Advertising
             9822 Fallard Court
             Upper Marlboro, MD 20772

Bankruptcy Case No.: 02-22330

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     T.J.B., Inc.                               02-22331

Type of Business: Mattress Discounters is headquartered in Upper
                  Marlboro, Maryland, employing 1,000 people.
                  With almost 25 years in business and more than
                  200 company-owned stores across the nation,
                  they are one of the largest specialty mattress
                  retailers in America and one of the world's  
                  largest retailers of Sealy mattresses.

Chapter 11 Petition Date: October 23, 2002

Court: District of Maryland (Greenbelt)

Judge: Duncan W. Keir

Debtors' Counsel: Mary Joanne Dowd, Esq.
                  Arent, Fox, et al.
                  1050 Connecticut Avenue, NW
                  Washington, DC 20036-5399

Total Assets: $101,489,000 (as of June 29, 2002)

Total Debts: $220,532,000 (as of June 29, 2002)

MATTRESS DISCOUNTERS: Strikes New Supply Agreement with Sealy
Mattress Discounters Corporation, one of Sealy's largest
customers, has filed a voluntary petition for reorganization
under Chapter 11 of the Bankruptcy Code. Mattress Discounters,
subject to court approval, has arranged for debtor-in-possession
financing through direct loans from its current shareholders
that will fund operations during the reorganization process.
Mattress Discounters remains open for business and anticipates
no change to normal operations during the reorganization.

"We believe that Mattress Discounters will successfully
restructure its business," said Dave McIlquham, Sealy's Chief
Executive Officer. Sealy has agreed to enter into a new supply
agreement, subject to court approval, under which Sealy may
provide Mattress Discounters with up to $3 million of credit

As part of its filing, Mattress Discounters has asked the court
to approve a contract allowing for the sale of its stores in San
Francisco, Sacramento, and San Diego to California-based Sleep
Train, another large Sealy customer. Sealy has negotiated a
supply agreement with Sleep Train covering any stores that Sleep
Train may acquire from Mattress Discounters in California.
"Mattress Discounters' business in its core markets is very
attractive to prospective buyers," added McIlquham. "We expect
that Mattress Discounters will no longer be a Sealy affiliate
following the restructuring. We look forward to expanding our
relationship with Sleep Train as well as with any buyers that
may emerge in other markets."

Sealy is the largest bedding manufacturer in the world.
Including its subsidiaries, Sealy has 31 manufacturing plants in
the United States, Canada, France, Italy, Brazil, Argentina and
Mexico. There are a total of 11 international licensees
operating in Australia, Israel, Jamaica, Dominican Republic,
Saudi Arabia, Japan, New Zealand, Thailand, South Africa, the
Bahamas and the United Kingdom. In addition to its licensees,
Sealy has a joint venture in Southeast Asia, India and Korea.

Sealy produces and sells a full range of mattresses under the
Sealy, Sealy Posturepedic(R), Stearns & Foster and Bassett brand
names. Sealy-branded licensed products include crib mattresses,
sheets, pillows, mattress pads and comforters, and futons. More
information on Sealy, Inc., can be accessed at

MEASUREMENT SPECIALTIES: Hearing with AMEX Moved to October 31
Measurement Specialties (Amex: MSS) intend to file their Annual
Report on Form 10-K for the fiscal year ended March 31, 2002
this week, and file their Quarterly Report on Form 10-Q for the
three-month period ending June 30, 2002 immediately thereafter.  
Additionally, the Company announced the hearing with the
American Stock Exchange to appeal the AMEX determination that
the Company is no longer eligible for listing on the exchange,
originally scheduled for 10/22/02, has been postponed to
10/31/02.  A conference call to review the financial information
will be scheduled for next week.

"This has been a long and painful process," commented Frank
Guidone, CEO. "Due to the restatement, and subsequent re-audit
of FY01, the challenges associated with sorting through the
financial issues were substantial.  While we are terribly
disappointed with the results, we believe the restructuring
efforts have largely addressed the cost and debt issues, and
have positioned the company for a successful turnaround.  The
shutdown of the Schaevitz-UK operation, the sale of the ICS
wafer fab and closure of the Valley Forge facility (and
associated reductions in headcount), have reduced operating
expenses; second quarter sales are strong, gross margins are
recovering, and we anticipate net income will follow.  While the
Company is still incurring substantial professional fees
associated with the restructuring efforts, on an operating
basis, we are cash flow neutral.  We fully expect the changes
made to the organizational, process and financial controls to
allow the Company to provide more accurate and timely reporting
in the future."

Measurement Specialties is a designer and manufacturer of
sensors, and sensor-based consumer products.  Measurement
Specialties produces a wide variety of sensors that use advanced
technologies to measure precise ranges of physical
characteristics, including pressure, motion, force,
displacement, angle, flow, and distance.  Measurement
Specialties uses multiple advanced technologies, including
piezoresistive, application specific integrated circuits, micro-
electromechanical systems, piezopolymers, and strain gages to
allow their sensors to operate precisely and cost effectively.

METALS USA: Court Okays FTI Consulting as PwC's Replacement
Metals USA, Inc., and its debtor-affiliates obtained permission
from the Court to employ FTI Consulting Inc., effective August
30, 2002, to serve as their financial advisor.  FTI will be
providing the business recovery services to the Debtors under
the same terms and conditions of PwC's retention.

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

The transaction between PwC and FTI formally closed on August
30, 2002.  Len B. Blackwell, the primary PwC partner providing
the business recovery services, and practically all of the other
members of the BRS Practice engagement team, became FTI
employees. (Metals USA Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

MIKOHN GAMING: Completes Restructuring & Cost Reduction Actions
Mikohn Gaming Corporation (Nasdaq:MIKN) announced the completion
of its extensive restructuring and cost reduction initiatives.

As previously announced, a thorough review of all business units
was undertaken. The consolidation of the company's interior sign
manufacturing facilities to its Hurricane, Utah facility
provided an opportunity to sell the Las Vegas manufacturing
facility. Anticipated to close on October 31, 2002, the company
expects to realize net cash proceeds of $1.8 million from the
sale. As a result of the economic downturn and turmoil in Latin
America, the company has concluded that the possibility of a
business recovery in that region in the near term is highly
unlikely. Therefore, the company has entered into a definitive
agreement to sell its 50 percent interest in Mikohn's Latin
American subsidiary to a group headed by that division's current
General Manager.

The combination of the above transactions, coupled with the
recent announcement of the sale of Mikohn's exterior sign
business to that division's current management group, will
result in total net cash proceeds to the company of
approximately $4.0 million.

In addition to previously announced actions and related charges
of approximately $16.1 million to be recorded in the quarter
ended September 30, 2002, the company will also record non-cash
charges in the quarter ended September 30, 2002 for impairment
of certain property, equipment and intangible assets of
approximately $2.8 million, non-cash charges related to the
divestiture of the Latin American subsidiary of approximately
$1.8 million, non-cash charges of approximately $3.6 million for
slow moving and impaired inventories, non-cash charges of
approximately $2.5 million for doubtful notes receivable,
primarily related to certain game product development, and
approximately $0.6 million related to miscellaneous
restructuring charges. As a result, Mikohn will record total
additional non-cash charges of approximately $11.3 million.

Commenting on the above actions, John Garner, chief financial
officer said; "As we stated in our September 12, 2002 release,
we continue to closely evaluate our business operations. While
the third quarter will include significant charges related to
our restructuring initiatives and certain impairment losses, we
expect these actions, along with improvements in efficiency, to
contribute to increased cash generation and improved future
financial results."

Russ McMeekin, president and chief executive officer continued;
"Our interior sign and electronics business has shown steady
improvements and we are pleased with the efficiencies gained
from the consolidation to one location. Our slot route business
is showing steady growth in placements and opportunities for new
jurisdictions, such as those discussed in our recent
announcement of our relationship with Aristocrat are strong.

Placements of a version of our Caribbean Stud table game in
California card clubs has begun and we continue to pursue the
Wide Area Progressive for tables in Nevada, following our
implementation of the Wide Area Progressive with Rank in the
United Kingdom."

He concluded; "We expect to generate $9.6 million of ongoing
free cash flow after these numerous actions. Free cash flow and
a return to profitability are our top priority. With the
restructuring now complete, we can focus our efforts on our
various growth initiatives."

Mikohn is a diversified supplier to the casino gaming industry
worldwide, specializing in the development of innovative
products with recurring revenue potential. Mikohn develops,
manufactures and markets an expanding array of slot games, table
games and advanced player tracking and accounting systems for
slot machines and table games. The company is also a leader in
exciting visual displays and progressive jackpot technology for
casinos worldwide. There is a Mikohn product in virtually every
casino in the world. For further information, visit the
company's website:

                          *    *    *

As previously reported, Standard & Poor's Ratings Services
lowered its corporate credit and senior secured debt ratings of
Mikohn Gaming Corp., to single-'B'-minus from single-'B'. The
ratings remain on CreditWatch where they placed on February 22,
2002, but the implication is revised to negative from

The actions followed the announcement by the Mikohn Gaming that
operating performance during the June 2002 quarter was well
below expectations. That weak performance resulted in a
violation of bank covenants and a significant decline in credit
measures. Mikohn has about $100 million of debt outstanding. The
lower ratings also reflect Standard & Poor's concern that
Mikohn's liquidity position could further deteriorate if
operating performance during the next few quarters does not
materially improve.

MOBILE COMPUTING: Balance Sheet Insolvency Widens to $7 Million
Mobile Computing Corporation (TSX:MBL), a supplier of wireless
information solutions for mobile workers, reported financial
results for the third quarter of 2002.

                       Review of Operations

"We are pleased to report that we have achieved a major
milestone in reaching EBITDA (earnings before interest, taxes,
depreciation and amortization) profitability in the third
quarter of 2002. "The Company has made significant progress
during the quarter in terms of restructuring the business,
signing a number of important contracts and achieving a
substantial reduction in our cost base, which led to the
achievement of EBITDA profitability of $152,000 for the third
quarter", said Victor Foster, President and Chief Executive
Officer of the Company.

Highlights of the quarter included:

     - the signing of a major contract with Ultramar Limited for
the upgrade of existing systems and the expansion of wireless
on-board computing to its other operations over two years,

     - the signing of a new pilot project for the Mobile Systems
division's m-LINX product suite,

     - the development of a new product for the fleet refueling
market segment combined with the signing of a contract with the
product's first customer, which calls for delivery of the new
product in the fourth quarter of 2002,

     - a large sale of Distribution Systems' Perfect PIC
products, and

     - the beginning of a new client test of the Distribution
Systems' Perfect Delivery product.

                    Review of Financial Results

Consolidated sales for the third quarter ended September 30,
2002 were $3,348,000, a decrease of $1,278,000 from the
consolidated sales of $4,626,000 for the same period in 2001.
However, the 2002 third quarter sales represented an increase of
$943,000 from the second quarter of 2002 as the Company began to
see some recovery in the market from the first half of 2002.

Consolidated sales for the first nine months of fiscal 2002 were
$9,943,000 compared to consolidated sales of $14,530,000 for the
same nine-month period in 2001. The decrease in year over year
revenue reflects the difficult economic environment and extended
sales cycles which the Company is experiencing.

Consolidated gross margin for the three months ended September
30, 2002 was $1,253,000, representing a decrease of $409,000,
from the same period in 2001. This decrease is due to the
reduction in sales volume offset in part by increased margin
percentages. In percentage terms, the gross margin for the three
months ended September 30, 2002 was 37.4% of consolidated sales
compared to 35.9% for the same period in 2001. This improvement
in the gross margin as a percentage of sales is due to the
product mix achieved in the third quarter and lower operating
costs that resulted from the restructuring undertaken by the
Company in the second quarter of 2002. The consolidated gross
margin for the nine months ended September 30, 2002 was
$3,295,000 compared to $4,668,000 for the same period in 2001.
As a percentage of sales, the gross margin for the first nine
months of 2002 was 34.7% compared to 32.1% for the same period
in 2001. The gross margin percentages have improved during 2002
due to reduced operating costs and a favourable change in the
Company's product mix.

Operating expenses continued to decrease in the third quarter of
2002 as a result of the restructuring that we undertook in the
second quarter of 2002 and continued cost controls. Overall
operating costs, excluding foreign exchange, decreased to
$1,314,000 for the quarter ended September 30, 2002, compared to
$2,495,000 for the same period in 2001. For the nine months
ended September 30, 2002, operating costs excluding foreign
exchange and the second quarter restructuring costs were
$5,992,000 compared to $8,060,000 for the same period in 2001.
The Company will continue its plan of strict cost controls and
ensuring that our expenses are in line with revenues.

The Company reported a profit of $152,000 before depreciation,
amortization, interest expense and income taxes (EBITDA) for the
three months ended September 30, 2002, compared to an EBITDA
loss of $751,000 for the same period in 2001. The improvement is
a result of improved gross margin percentages and reduced
operating costs as a result of the second quarter restructuring
in 2002. The loss for the nine months ended September 30, 2002
before depreciation, amortization, interest expense, income
taxes and excluding second quarter restructuring costs of
$1,575,000 was $2,688,000 compared to a $3,206,000 EBITDA loss
for the same period in 2001.

The EBITDA loss, including the restructuring costs, for the nine
months ended September 30, 2002 was $4,263,000 compared to an
EBITDA loss reported for the first nine months of 2001 of
$3,206,000. The increase in the EBITDA loss is primarily
attributable to restructuring costs of $1,575,000, and the net
reduction in foreign exchange gains of $177,000, partially
offset by improved operating results in the third quarter of

The Company incurred a consolidated loss for the three months
ended September 30, 2002 of $505,000, a decrease of $883,000
when compared to a loss of $1,389,000 for the same period in
2001. The loss for the first nine months of 2002 was $6,713,000,
compared to a loss of $4,790,000 for the same period of 2001.
The increased loss is primarily a result of a one-time
restructuring charge of $1,575,000, higher interest costs of
$1,166,000, and a net decrease in foreign exchange gains of
$177,000, partially offset by improved operating results in the
third quarter of 2002.

At September 30, 2002, the Company's balance sheets show a total
shareholders' equity deficit of about $7 million.

"The directors are encouraged with our progress to date. The
Board wishes to thank all of its employees and the management
for their efforts in helping the Company make major strides
towards long-term success in the four months following our
restructuring," stated Jean-Paul Tardif, a director of the

                  Liquidity and Capital Resources

At September 30, 2002, the Company had cash and cash equivalents
on hand totaling $4,734,000 and a net working capital deficiency
of $2,958,000, which includes the current portion of outstanding
convertible debentures of approximately $8,439,000, including
interest thereon ($2,995,000 due on November 30, 2002 and
$5,444,000 due on August 9, 2003) in the absence of conversion
to common shares of the Company. In addition, the Company has
outstanding $5,000,000 aggregate principal amount of long-term
convertible debentures due on November 30, 2003 in the absence
of conversion to common shares of the Company. The Company
believes that its current cash, cash equivalents and cash flow
from operations will be sufficient to repay the 9-3/8%
debentures at maturity, including interest thereon, and to meet
its other liquidity needs through the middle of the second
quarter of 2003.

These financial statements have been prepared on a going concern
basis, which assumes the realization of assets and liquidation
of liabilities in the normal course of business. The Company has
sustained substantial losses in recent years and has funded
operations primarily through public and private offerings of
common shares and the issue of convertible debentures. There can
be no assurance that the Company's outstanding convertible
debentures, including the Company's outstanding 9-3/8%
convertible debentures due November 30, 2002 and 10% convertible
debentures due August 9, 2003 and interest thereon will be
converted to common shares or that, in the event that the
debentures are not converted, the Company will be able to
generate sufficient cash flow from operations or raise
additional funding, upon acceptable terms or at all, to repay
the Company's outstanding convertible debentures when due other
than the 9-3/8% debentures. Failure to repay any of the
Company's outstanding convertible debentures when due would
result in an event of default under the terms of the convertible
debentures, which, if not cured or waived, could have a material
adverse effect on the Company's business, financial condition
and results of operations. In addition, the amount of the
Company's indebtedness may limit its ability to borrow
additional funds.

Mobile Computing Corporation -- is a  
supplier of wireless information solutions for mobile workers.
These systems enable companies to communicate with, monitor and
manage the activities of their vehicles and field personnel. MCC
solutions enable improved management of the movement and
delivery of goods and services, improving productivity and
profitability. MCC specializes in delivering fully integrated
solutions that link mobile workers with corporate information
systems utilizing wireless data communications services. Mobile
Computing Corporation trades on the Toronto Stock Exchange under
the symbol "MBL" and has approximately 45 million shares

MORGAN STANLEY: Fitch Affirms Low-B Ratings on 5 Note Classes
Fitch Ratings affirms Morgan Stanley Dean Witter Capital I Trust
commercial mortgage pass-through certificates, series 2001-TOP3
as follows: $42.6 million class A-1, $95.3 million class A-2,
$106.4 million class A-3, $617.4 million class A-4 and interest-
only classes X1 and X2 at 'AAA'; $30.8 million class B at 'AA';
$28.3 million class C at 'A'; $12.9 million class D at 'A-';
$18.0 million class E at 'BBB'; $11.6 million class F at 'BBB-';
$11.6 million class G at 'BB+'; $10.3 million class H at 'BB';
$9.0 million class J at 'BB-'; $3.9 million class K at 'B+';
$5.1 million class L at 'B'; and $2.6 million class M at 'B-'.
Fitch does not rate the $10.3 million class N. The affirmations
follow Fitch's annual review of the transaction, which closed in
July 2001.

The certificates are collateralized by 156 mortgage loans,
consisting primarily of office (32% by balance), retail (28%),
industrial (18%) and multifamily (10%) properties, with
significant concentrations in California (25%), Massachusetts
(8%), Florida (8%), and Pennsylvania (7%). The master servicer,
Wells Fargo Bank, collected year-end 2001 financial statements
for 91% of the pool. The resulting debt service coverage ratio
as of YE 2001 decreased to 1.63 times from 1.65x at issuance. As
of the October distribution, the overall transaction balance for
the pool has reduced approximately 1.3% since issuance to $1.014

Four loans (3.1%) reported YE 2001 DSCRs less than 1.00x. There
are 17 loans (9.3%) are currently on Wells Fargo's watchlist,
including one specially serviced loan (0.2%) and the loans with
a DSCR less than 1.00x. The specially serviced loan is secured
by an industrial property that became delinquent due to a large
tenant defaulting on its lease obligation. The special servicer,
GMAC Commercial Mortgage Corp., is currently gathering
information to determine the appropriate workout for this loan.

Two loans in the pool have investment grade credit assessments,
Federal Plaza and 111 Pine Street. Federal Plaza loan (3.6%) is
secured by a retail property in Maryland. The YE 2001 DSCR is
1.40x, up slightly from 1.39x at issuance. 111 Pine Street loan
(3.4%) is secured by an office building in San Francisco. YE
2001 DSCR is 1.42x, down slightly from 1.44x at issuance due to
an increase in vacancy. The credit assessment loans' DSCRs are
calculated using Fitch's stressed refinance constant.

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

NATIONAL STEEL: Court Okays Settlement Pact with Illinois Power
Both the Official Committee of Unsecured Creditors and the
Committee of First Mortgage Bondholders, in the chapter 11 cases
involving National Steel Corporation and debtor-affiliates,
inform the Court that they do not intend to pursue with their
Objection to the Motion. Accordingly, both committees withdraw
their objections.

                 Parties Execute Settlement Pact

To resolve the disputes between the Debtors and Illinois Power
Company, the parties entered into a Settlement and Mutual
Release on September 27, 2002.  The parties mutually and
reciprocally release and forever discharge each other and their
officers, directors, shareholders, partners, employees,
successors, agents, representatives and assigns of and from any
and all claims, actions, causes of action from the beginning of
time up to and including May 11, 2002.  This includes those
claims that arise out of or in connection with the rejection of
the electric service contract, the Adversary Complaint, and
prepetition disputes of any kind or nature.

The Debtors also agree to withdraw their Informal Complaint
filed with the Illinois Commerce Commission against Illinois
Power without prejudice.  The Complaint alleged that, after May
12, 2002, Illinois Power improperly billed for electric service
to its Waste Water Treatment Plant.

Pursuant to an Agreed Order, Judge Squires authorizes the
Debtors to execute the Settlement Agreement and all other
documents necessary to effectuate the settlement between the
parties including, without limitation:

    * the Power Purchase Option Contracts;
    * the Transition Charge Contracts; and
    * the equipment rental contract.

The terms of the Agreed Order are:

A. The Debtors are permitted to assume the Special Tariff
   Electric Service Contract dated March 30, 1967, as amended,
   between Granite City Steel Co., n/k/a National Steel
   Corporation, and Illinois Power;

B. The Debtors will pay to Illinois Power all amounts due for
   the period from the Petition Date through and including May
   11, 2002, pursuant to and in accordance with the Special

C. The cure of the prepetition amounts due Illinois Power under
   the Special Tariff will be pursuant to the terms of the
   Settlement Agreement;

D. During the initial term of the PPO Contracts and TC Contracts
   -- May 12, 2002 -- the values in the PPO Contracts and the TC
   Contracts will be calculated based on these definitions:

       Base Revenue               = $69,299,690
       Initial Market Value Rev   = $51,936,297
       Initial Distribution Rev   = $1,647,825
       Initial Transmission Rev   = $2,639,708
       Initial Transition Charge  = $0.00223/kWh
       Three Year Usage           = 1,808,244,314 kWh

E. When the parties enter into the Settlement Agreement --
   including after the Initial Term -- these definitions will be
   used to calculate the transition charge for the Granite City
   Division of National Steel:

           Base Revenue           = $69,299,690
           Three Year Usage       = 1,808,244,314 kWh

F. The rates and charges for each billing period for services
   provided from May 12, 2002 through the date of the first
   meter reading after the entry of the Approval Order will be:

   -- Main Account

      (a) SC110 Non-Residential Delivery Service charges:

         Facilities Charge      = $312.94 per month
         Metering Charge        = $209,97 per month
         Demand Charge          = $0.344/kW per kW of Max Demand
         Reactive Demand Charge = $.13/kVAR
         Rider G                = $337.5 per month
         Rider DE               = $0.00019 per kWh
         Rider EEA              = 0

      (b) Transmission Service
             (capacity & ancillary charges) = $0.00199/k4Vh

      (c) Rider YPO:

           Administration Fee     = $37.00 per month

           Electric Power         = hourly metered use will be
              & Energy              billed at hourly rates and

           Energy Efficiency      = $0.000025/kWh
              Program Charge

           Rider TC,              = $0.00223/kWh
              Transition Charge

   -- Waste Water Treatment Plant

      (a) SC110 Non-Residential Delivery Service charges:

         Facilities Charge      = $312,94 per month
         Metering Charge        = $209.97 per month
         Demand Charge          = $0.344/kW per kW of Max Demand
         Reactive Demand Charge = $0.l3/kVAR
         Rider G                = $4.50 per month
         Rider DE               = $0.00019 per kWh
         Rider EEA              = 0

     (b) Transmission Service
            (capacity & ancillary charges) = $0.00199/kWh

     (c) Rider PPO:

           Administration Fee     = $37.00 per month

           Electric Power         = hourly metered use will be
              & Energy              billed at hourly rates and

           Energy Efficiency      = $0.000025/kWh
              Program Charge

           Rider TC,              = $0.00223/kWh
              Transition Charge

   -- The billing for each billing period or portion of that
      period during the Pre-Approval Period will be determined
      by applying the above rates and charges to Granite City
      Division of National Steel Corporation's actual billing
      determinants -- e.g., kWh, maximum demand in kW, and kVAR
      -- for each full or partial billing period for the Main
      Account and for the Waste Water Treatment Plant during the
      Pre-Approval Period; and

   -- After the expiration of the Pre-Approval Period, the
      billing for each billing period will be determined under
      the terms of this Agreement and the PPO Contract, TC
      Contract and Equipment Contract;

G. The Debtors will pay to Illinois Power the sum of $1,700,000
   in full satisfaction of any prepetition claims that Illinois
   Power has against the Debtors.  The Prepetition Payment is an
   allowed Chapter 11 administrative expense claim in the
   Debtors' bankruptcy cases;

H. The Debtors will make the Prepetition Payment, by electronic
   funds transfer:

       * $566,667 on October 12, 2002;
       * $566,667 on or before October 31, 2002; and
       * $566,667 on or before the November 30, 2002.

   The Debtor should pay the entire Prepetition Payment to
   Illinois Power on or before December 16, 2002; and

I. Except if the Settlement Agreement is declared void ab initio
   by Illinois Power, the Prepetition Payment is not refundable,
   and the Debtor, its subsidiaries and affiliates, any Chapter
   7 or 11 trustee, any committee appointed pursuant Section
   1102 of the Bankruptcy Code, and any other party-in-interest
   may not seek to recover the Prepetition Payment for any
   reason. (National Steel Bankruptcy News, Issue No. 16;
   Bankruptcy Creditors' Service, Inc., 609/392-0900)

NETIA HOLDINGS: Shareholders' Meeting to Convene on November 14
Netia Holdings S.A. (WSE: NET), Poland's largest alternative
provider of fixed-line telecommunications services (in terms of
value of generated revenues), will hold an Extraordinary General
Meeting of Shareholders in Warsaw on November 14, 2002, to
re-adopt certain shareholders' resolutions from the Ordinary
General Meeting of Shareholders held on June 18, 2002.

Netia is proposing to re-adopt the resolutions regarding the
issuance of series "H" shares, previously adopted by the
Ordinary General Meeting of Shareholders on June 18, 2002,
pursuant to resolutions adopted by the Extraordinary General
Meeting of Shareholders on March 12, 2002, in connection with
the Company's ongoing restructuring. Pursuant to Polish law, a
resolution increasing the Company's share capital may not be
filed with the registry court later than six months after its
adoption. The re-adoption therefore extends the time during
which the share capital increase can be registered until at
least December 31, 2002. Arrangement proceedings in connection
with Netia's restructuring were opened in Poland on May 15,

Netia Holdings SA's 13.125% bonds due 2009 (NETH09NLN1),
DebtTraders reports, are trading at 17 cents-on-the-dollar. See
for real-time bond pricing.

NEW HORIZONS: Violates EBITDA Requirement Under Credit Pact
New Horizons Worldwide, Inc., (Nasdaq: NEWH) announced results
for the third quarter ended Sept. 30, 2002.

Revenue for the quarter totaled $35.2 million, down from $39.0
million in the third quarter 2001. The company experienced a net
loss for the quarter of $0.6 million versus net income,
excluding a non-recurring gain, of $0.6 million in the third
quarter of 2001.

Net income for last year's quarter included a non-recurring gain
of $1.2 million related to the company's sale of interest in a
joint venture. Including this gain, net income was $1.8 million.

System-wide revenues for the third quarter, which include
revenues for all training centers, both company-owned and
franchised, totaled $109.2 million versus $125.3 million in
third quarter of 2001.

For the nine months ended Sept. 30, 2002, revenues were $105.9
million versus $124.9 million during the same period in 2001.
The net loss for the period, excluding a goodwill accounting
adjustment, was $0.1 million versus the prior year's net income
of $5.6 million, excluding the one-time gain discussed above.
Including all non-recurring items, the loss for the nine months
ended Sept. 30, 2002 was $17.9 million versus net income of $6.8
million in the prior year.

                      Goodwill Accounting

Effective Jan. 1, 2002, the company adopted Financial Accounting
Standard No. 142 (FAS 142), which states that goodwill and
intangible assets deemed to have indefinite lives are no longer
subject to amortization, but are to be tested for impairment at
least annually. The three-month and nine-month periods ended
Sept. 30, 2001 included amortization of $0.6 million and $1.6
million, respectively. As required by the standard, the company
thoroughly reviewed each of its operations for goodwill
impairment. This testing resulted in a goodwill impairment
charge of $27.0 million, or $17.8 million net of tax. In
accordance with the provisions of FAS 142, this non-cash charge
was recognized as a cumulative effect of a change in accounting
principle, retroactive to Jan. 1, 2002.


EBITDA, or earnings before interest, taxes, depreciation, and
amortization, is a widely accepted indicator of funds available
to service debt. The company's agreements with lenders include a
provision that EBITDA be greater than $2.6 million for the
quarter ended Sept. 30, 2002. However, EBITDA for the quarter
was below this requirement, at $1.3 million. The company is
discussing this covenant issue with its lending banks, and
expects to reach an agreement on its resolution in the near

In summarizing the quarter's results, CEO Thomas J. Bresnan
said, "The cost-cutting on IT spending by corporate clients
continues to be the dominant factor affecting our business.
While our consumer training has shown positive trends, it has
not been enough to offset the decline in sales to corporate
customers. Thus, we are pursuing further expense controls and in
October eliminated 70 positions or about 6% of our workforce.
All of these reductions were in our company-owned operations,
and are expected to provide a savings of at least $4 million

"On a bright note, for the third consecutive quarter, we saw new
bookings exceed delivered training. This is due to growth in
sales of e-learning offerings and certification programs for
consumers, which are delivered over multiple months. Our
deferred revenue grew by $3.1 million for the quarter and by
$7.5 million for the year to date. This bodes well for delivery
in future periods."

                     Operating Highlights

The company continues to experience growth in its e-learning
offerings. In the third quarter, these offerings have generated
nearly 50% sequential revenue growth from the second quarter. At
$2.5 million, these sales now represent approximately 7% of
consolidated revenue, from a base of near zero last year.

Additional company highlights include:

     -- Bookings exceeded recognized revenue for the third
consecutive quarter, with deferred revenue up 22% to $17.4
million from $14.3 million at the end of June.

     -- Cash on hand as of September 30 remained strong at $8.3
million, from $6.1 million at the end of 2001, while bank debt
has been reduced by $3.8 million since year end, to $21.6

     -- New Horizons launched two "Business Skills" offerings.
According to IDC, this is a $9.6 billion market in the United
States. New Horizons' offerings include both one-day seminar
style courses as well as more advanced multi-day workshops.

"In the worst business spending environment ever faced by our
sales team, we continue to focus on the fundamentals that have
allowed us to grow into the largest IT training company in the
world," continued Bresnan. "While we have taken steps to reduce
overhead, we have the core professionals and training
infrastructure in place that will be the foundation for renewed
growth when normal IT spending resumes. We look forward to the
opportunities that lie ahead."

New Horizons Computer Learning Centers, a subsidiary of New
Horizons Worldwide, Inc., was named the world's largest IT
training company by IDC in 2002. Through its Integrated Learning
offering, New Horizons provides customer-focused computer
training choices with a wide variety of tools and resources that
reinforce the learning experience. With more than 270 centers in
49 countries, New Horizons sets the pace for innovative training
programs that meet the changing needs of the industry. Featuring
the largest sales force in the IT training industry, New
Horizons has over 2,000 account executives, 2,400 instructors
and over 2,000 classrooms. For more information, visit

NORFOLK SOUTHERN: Working Capital Deficit Tops $691MM at Sept 30
Norfolk Southern Corporation (NYSE: NSC) reported third-quarter
net income of $126 million, an increase of 59 percent, compared
with net income of $79 million in the third quarter of 2001.

At September 30, 2002, Norfolk Southern's balance sheets show
that its total current liabilities exceeded its total current
assets by about $691 million.

"We are encouraged with our results and another quarter of year-
over-year improvement in our financial performance," said Henry
C. Wolf, Norfolk Southern vice chairman and chief financial
officer. "We will continue to take steps to improve our service
consistency and reliability while at the same time grow our
revenue base and achieve greater productivity."

For the first nine months, net income increased 27 percent to
$331 million, compared with net income of $260 million in the
same period a year earlier. Net income during the first nine
months of 2001 included an after-tax gain of $13 million from
the 1998 sale of a former trucking subsidiary.

Third-quarter railway operating revenues rose six percent to
$1.60 billion compared with third quarter 2001. Year-to-date
railway operating revenues of $4.69 billion were up one percent
compared to the same period a year earlier. Third-quarter
general merchandise revenues of $917 million improved six
percent compared to the same period of 2001. All market groups
reported increases, led by automotive and metals. For the first
nine months, general merchandise revenues increased three
percent to $2.73 billion compared with the year-earlier period.

Intermodal revenues of $310 million were the highest of any
quarter in Norfolk Southern's history and climbed 11 percent
compared to the third quarter of 2001.  For the first nine
months, intermodal revenues rose five percent to $875 million
compared with the same period of 2001. The revenue growth
reflects increases in both international and domestic business,
particularly converting traffic from the highway.

Coal revenues improved one percent to $371 million in the
quarter compared to a weak third quarter of 2001 but declined
six percent to $1.08 billion in year-over-year performance.

Railway operating expenses for the quarter increased two percent
to $1.29 billion compared to the third quarter 2001 but
decreased two percent to $3.82 billion for the first nine months
compared to the same period a year earlier. For the quarter, the
railway operating ratio improved 3.3 percentage points to 80.5
percent compared with 83.8 percent for the same period of 2001.
For the first nine months, the operating ratio improved 2.8
percentage points to 81.4 percent compared with 84.2 percent
during the same period of 2001.

Norfolk Southern Corporation is one of America's leading
transportation companies. Its Norfolk Southern Railway Company
subsidiary operates approximately 21,500 miles of road in 22
states, the District of Columbia and the province of Ontario,
serving every major container port in the eastern United States
and providing superior connections to western rail carriers. NS
operates the East's most extensive intermodal network and is the
nation's largest rail carrier of automotive parts and finished

ON SEMICONDUCTOR: Sept. 27 Equity Deficit Widens to $620 Million
ON Semiconductor Corp., (Nasdaq:ONNN) announced that total
revenues in the third quarter of 2002 were $272 million, a
decrease of $6 million from the second quarter of 2002. The
company reported a net loss of $20 million in the third quarter
of 2002 as compared to a net loss of $32 million in the second
quarter of 2002, which included $10 million of restructuring and
other charges, and a net loss of $69 million in the comparable
quarter one year ago, which included $13 million of a one time

Gross margin improved to 28.7 percent in the third quarter of
2002 from 27.4 percent in the second quarter of 2002 and from
13.1 percent in the third quarter of 2001. This margin expansion
is in part a result of the company's new products, cost
restructuring and a more balanced utilization of the assets of
the company. New products introduced over the last three years
represented 23 percent of revenues in the third quarter versus
18 percent in the second quarter. In June of 2001, the company
launched a restructuring program and as of the end of the third
quarter of 2002, the company had completed actions to achieve an
estimated $365 million of annual savings as compared to the
first quarter of 2001. Cash and cash equivalents increased to
$180 million in the third quarter of 2002, up $12 million from
the previous quarter.

At September 27, 2002, the Company's balance sheets show that
its total shareholders' equity deficit widens to about $620

                         Business Review

"In summary, the third quarter was a solid financial quarter
with increasing percentage of new product revenue, gross margin
and cash balance over the previous quarter in spite of a
sluggish economy," said Steve Hanson, ON Semiconductor president
and CEO.

"New products are showing strong contribution to our growing
margins as our leading designs continue to catch the attention
of the industry," Hanson added. "For instance, our Jupiter
package that combines a gate driver with two to four power
MOSFETs earned 'Product of the Week' in the Sept. 9 issue of EE
Times. Our strength in power MOSFETs has helped us gain
additional traction in the consumer space where we see these
devices being used in advanced gaming consoles and DVD players.
Our power MOSFETs are gaining market share in the computing
space where leading motherboard manufacturers use an increasing
number of our devices to meet the sophisticated power management
requirements for the advanced microprocessors.

"Capitalizing on our strength in power management and advanced
packaging techniques, we launched an initiative to expand our
presence in portable and wireless markets," Hanson said. "We
kicked off this initiative with the introduction of our most
sophisticated parts to date -- our power management ASICs that
provide design engineers with the flexibility to introduce
highly differentiated cell phones and PDAs to the market.

"We continue to expand our strength in China where we were
recently recognized by the China Certification Center for Energy
Conservation Project for our contribution to the reduction of
stand-by power loss in everyday appliances. Numerous multi-
national and Chinese-domestic manufacturers use our industry-
leading power-management devices to increase the efficiency of
their top-selling products."

                    Fourth Quarter Outlook

"We remain cautious as to the general economy for the near
future," Hanson said. "This gives us a conservative expectation
for 2002 fourth quarter revenues to be down in the range of 3
percent to 5 percent from the third quarter of 2002. We
anticipate 2002 fourth quarter gross margin to be down 200 to
300 basis points from the third quarter of 2002 from pricing
pressure and lower sales volume.

"Our gross margin improvement over the last four quarters is
evidence of our commitment to turning around the financial
performance of the company," Hanson continued. "We are confident
that with our continued focus on the business basics and
leveraging the strength of our new products, we can successfully
grow the company."

ON Semiconductor offers an extensive portfolio of power- and
data-management semiconductors and standard semiconductor
components that address the design needs of today's
sophisticated electronic products, appliances and automobiles.
For more information visit ON Semiconductor's Web site at  

OVERHILL CORP: Firms-Up Plan for Overhill Farms Unit Spin-Off
Overhill Corporation (Amex: OVH), with a working capital deficit
of about $24 million at June 30, 2002, announced plans for the
completion of the spin-off of the Company's Overhill Farms,
Inc., subsidiary.  Pursuant to the plan, the Company has set the
dividend payment date for the distribution to its stockholders
all of its shares of Overhill Farms, Inc., for October 29, 2002.  
The Company's stockholders will receive one share of Overhill
Farms, Inc., common stock for every two shares of Overhill
Corporation common stock owned.  Overhill Farms expects that its
common stock will begin trading on the American Stock Exchange
under the trading symbol "OFI" on October 30, 2002.

In addition, in connection with the spin-off, Overhill
Corporation has filed a voluntary application with the
Securities and Exchange Commission to delist its common stock
from the American Stock Exchange and has requested that its
common stock be suspended from trading on the American Stock
Exchange effective October 29, 2002 pending its delisting.  The
Company is making arrangements for the quotation of its common
stock on the OTC Bulletin Board to begin on October 30, 2002
under a trading symbol to be designated prior to quotation.

In discussing the Company's plans, James Rudis, President and
Chief Executive Officer of the Company, stated, "We are pleased
that over a year of hard work is finally bearing results.  Since
our announcement of the record date, the Securities and Exchange
Commission has declared the Overhill Farms Form 10 Registration
Statement effective, and the American Stock Exchange has
approved the Overhill Farms stock to be listed for trading on
the Amex. Additionally, Overhill Farms has received the consent
of each of its senior creditor and its senior subordinated
creditor to consummate the spin-off, subject to the satisfaction
of certain closing conditions.  We are more confident than ever
that this spin-off is the right strategy to benefit our
stockholders, and we appreciate their patience."  Rudis added,
"Overhill Corporation's (TreeCon's) move to the OTC Bulletin
Board will allow management at that company time to focus on a
long term strategy for TreeCon in a market that is somewhat
easier and less costly to operate in."

Overhill Corporation is a holding company with nationwide
operations currently in frozen food and forestry industries.

OWENS CORNING: Sues Fibreboard Shareholders to Recover $514 Mil.
Owens Corning and its debtor-affiliates seek a determination
that the Tender Offer or Payments by Owens Corning, by, through
and in conjunction with its wholly-owned subsidiary Sierra
Corporation, to the Fibreboard stockholders were fraudulent
transfers pursuant to Section 544 of the Bankruptcy Code and
applicable state law, and are, therefore, voidable.  The Debtors
further seek to recover these transfers pursuant to Section 550
of the Bankruptcy Code.

Norman L. Pernick, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, relates that Owens Corning acquired Fibreboard by
purchasing, through Sierra, all of the outstanding shares of
Fibreboard's common stock at $55 per share.  The purchase was
accomplished by a tender offer for Fibreboard's shares by Owens
Corning and Sierra, which began on May 30, 1997.

At the time the Tender Offer commenced, there were 8,490,000
shares of Fibreboard common stock issued and outstanding.  Owens
Corning, through Sierra, paid Fibreboard shareholders,
$514,633,417 pursuant to the Tender Offer.

On July 29, 2002, Mr. Pernick notes that this Court issued an
opinion in Official Committee of Asbestos Personal Injury
Claimants v. Sealed Air Corporation (In re: W.R. Grace & Co.),
2002 Bankr. LEXIS 766 (Bankr. D. Del., July 29, 2002) (Wolin,
U.S.D.J.), that provided guidelines for determining the
insolvency of an entity facing asbestos-related tort liability.
"Given the latency periods inherent in the continuing
development of asbestos-related injuries, the Grace opinion
makes clear that entities subject to these claims may have been
insolvent far earlier than previously understood and earlier
than the entities themselves reasonably believed," Mr. Pernick

Applying the holding and rationale set out in Grace, Mr. Pernick
contends that Owens Corning, Sierra, and Fibreboard were
insolvent at the time of, and had unreasonably small assets or
capital in relation to its business or the transaction at the
time of, the Tender Offer or Payment.

The Fibreboard stockholders include:

                                                No. of Shares
             Stockholder                          Tendered
    -----------------------------------         -------------
    John D. Roach                                  416,045
    Cede & Co.                                   6,000,000
    Philadep & Co.                                  88,382
    SC Fundamental Value Fund LP                   650,200
    Neuberger Berman Inc.                          639,742
    Marvin C. Schwartz                             504,200
    William D. Eberle                               24,000
    Philip R. Bogue                                 49,000
    Robert Evans                                    30,000
    John W. Koeberer                                44,000
    Donald K. Miller                                 9,667
    Michael R. Douglas                              43,932
    Herbert Elliott                                 46,480
    Evelyn Fosse Brandis                             5,748
    Philip Lafayette Edwards                         6,184
    Norm Erkkila                                     4,818
    Harold J. Freemon                               12,104
    Donald L. Gritz & Ruby V. Gritz Trust            6,116
    Kenneth W. Guenther                              6,000
    James H. Harless                                 5,342
    George B. James                                  4,000
    Maxine B. Jondal                                 4,574
    Paul F. Kelley                                  18,744
    Nanci Northway                                   6,208
    Richard H. Pland                                13,013
    Donald M. Rasmussen                              9,200
    Henry C. Schwarz & Gabriele H. Schwarz Trust     6,428
    J. Harold Scism & Ninni V. Scism                16,906
    Thomas C. Sullivan                               8,000
    James C. Wemyss Jr. & Zelma R. Wemyss            6,260
    Genevieve Wilson Trust                           4,520
    Garold E. Swan                                  51,624

Mr. Pernick explains that Owens Corning and Fibreboard bring
this action against each of the named Defendants and as a class
action against the named Defendants and all other shareholders
or beneficial owners similarly situated who tendered 3,600 or
more shares in Fibreboard pursuant to the Tender Offer.

There have been more than 100 persons or entities that held
legal or beneficial title to Fibreboard's common stock at the
time of the Tender Offer.  Neither Owens Corning nor Fibreboard
knows the identity of all or most of these persons.

Of the 8,490,000 outstanding shares of Fibreboard common stock
that were tendered or sold pursuant to the Tender Offer, Mr.
Pernick says:

  -- a large amount of the shares were recorded on Fibreboard's
     books in the names of Cede & Co. and Philadep & Co., which
     each held record title to the shares on behalf of
     brokerages and other financial or securities-related
     institutions, which in turn held the shares for their own
     interests or on behalf of other legal or beneficial owners
     of Fibreboard common stock; and

  -- the legal or beneficial title to an unknown number of the
     shares was held in "street name" by brokerages and other
     financial or securities-related institutions on their own
     behalf or for the benefit of various of their customers, to
     whom payment was ultimately made.

According to Mr. Pernick, neither Owens Corning nor Fibreboard
knows the number or identity of:

  -- the persons who are beneficial owners of Fibreboard common
     stock for which Cede & Co. or Philadep & Co. held record
     title; and

  -- all such brokerages and other financial or securities-
     related institutions; the number of shares tendered or sold
     by each pursuant to the Tender Offer; the identity or
     number of customers who received payment through these
     institutions pursuant to the Tender Offer; or the amounts
     of such Tender Offer Payments.

Clearly, Mr. Pernick notes, the Defendant Class is so numerous
that joinder is impracticable.

Moreover, Mr. Pernick relates, questions of law and fact common
to the members of the class predominate over questions, if any,
which may affect individual members only, because Owens Corning,
Sierra, and Fibreboard acted on grounds applicable to all
Fibreboard shareholders in connection with the Tender Offer.
Among the questions of law and fact common to all members of the
class are:

  a. whether Owens Corning was insolvent at the time of, or was
     rendered insolvent by, or had unreasonably small assets or
     capital in relation to its business or the transaction at
     the time or as a result of, the Tender Offer or Payment;

  b. whether Sierra was insolvent at the time of, or was
     rendered insolvent by, or had unreasonably small assets or
     capital in relation to its business or the transaction at
     the time or as a result of, the Tender Offer or Payment;

  c. whether Fibreboard was insolvent at the time of, or was
     rendered insolvent by, or had unreasonably small assets or
     capital in relation to its business or the transaction at
     the time or as a result of, the Tender Offer or Payment;

  d. whether Owens Corning received any value, reasonably
     equivalent value, or fair consideration in exchange for the
     Tender Offer and Payment; and

  e. whether Sierra received any value, reasonably equivalent
     value or fair consideration in exchange for the Tender
     Offer and Payment.

Mr. Pernick tells the Court that the claims against John D.
Roach are typical of the claims against the class as a whole,
because Mr. Roach is an individual who held legal and/or
beneficial ownership of 416,045 Fibreboard common shares, and
received $22,882,475 pursuant to the Tender Offer and Payment.  
"The interests and defenses of Mr. Roach are coincident with,
and not antagonistic to, those of the class as a whole.  It is
anticipated that Mr. Roach will fairly and adequately represent
the interests of the class as a whole," Mr. Pernick says.

Mr. Pernick contends that this class action is maintainable
pursuant to:

  -- Rule 23(b)(1)(A) of the Federal Rules of Civil Procedure in
     that separate actions against each of the individual
     Defendants and the defenses asserted by each Defendant risk
     inconsistent or varying adjudications establishing
     incompatible standards of conduct and results for Owens
     Corning and Fibreboard;

  -- Rule 23(b)(1)(B) in that separate actions against each of
     the individual Defendants and the defenses asserted by each
     would, as a practical matter, be dispositive of the
     interests of other members who are not parties or
     substantially impair or impede their ability to protect
     their interests; and

  -- Rule 23(b)(3) because the questions of law and fact common
     to the members of the class predominate over any questions
     affecting only individual members, and because class action
     treatment is superior to other available methods of fair
     and efficient adjudication of the controversy.

The Debtors insist that Owens Corning and Sierra were insolvent
at the time of the Tender Offer or Payment, the Tender Offer and
Payment are voidable as fraudulent transfers and should be
avoided pursuant to Section 544 of the Bankruptcy Code and
applicable state law, including but not limited to the Uniform
Fraudulent Conveyance Act and the Uniform Fraudulent Transfer
Act as adopted by the relevant states.

Mr. Pernick contends that Owens Corning and Fibreboard are
entitled to recover from each of the Defendants the Payments
pursuant to Section 550 of the Bankruptcy Code.

Thus, the Debtors ask the Court that this action be certified as
a class action, designating John D. Roach as representative of
the Defendant Class.

The Debtors further ask Judge Fitzgerald to:

  -- find that the Tender Offer Payments to the Defendants
     are voidable as fraudulent transfers;

  -- order that Defendants repay to Owens Corning and Fibreboard
     the Tender Offer Payments, together with interest thereon;

  -- award them, if and as appropriate, its attorneys fees and
     the costs of this action. (Owens Corning Bankruptcy News,
     Issue No. 39; Bankruptcy Creditors' Service, Inc., 609/392-

PANACO: Committee Gets Nod to Hire Thompson & Knight as Counsel
The Official Committee of Unsecured Creditors obtained
permission from the U.S. Bankruptcy Court for the Southern
District of Texas to employ Thompson & Knight LLP as its counsel
in Panaco Inc.'s bankruptcy case.

Under a retention agreement, Thompson & Knight LLP will:

  a. assist, advise and represent the Committee with respect
     to the administration of the case and the exercise of
     oversight of the Debtor's affairs while undergoing
     reorganization, including all issues arising from or
     impacting the Debtor, the Committee or this Chapter 11

  b. provide all necessary legal advice relating to the
     Committee's powers and duties;

  c. assist the Committee in maximizing the value of the
     Debtor's assets for the benefit of all creditors;

  d. negotiate the necessary cash collateral agreements and
     other agreements with the secured and debtor-in-possession
     lenders to the Debtor;

  e. give legal advice and to take any necessary action to
     negotiate a plan or reorganization with the Debtor, and
     where appropriate, pursue confirmation of a plan of
     reorganization and approval of the disclosure statement;

  f. assist in the formulation of a plan under Chapter 11 of
     the Bankruptcy Code;

  g. prepare on behalf of the Committee necessary
     applications, answers, orders, reports and other legal
     papers; and

  h. perform all other necessary legal services for the

The individuals presently designated to represent the Committee
in this case and their hourly rates are:

     Rhett Campbell     Senior Partner      $450
     Randy Williams     Senior Partner      $340
     Mitchell E. Ayer   Partner             $285
     Diana M. Woodman   Partner             $270
     David Stephenson   Associate         $220
     Vicki W. Travis    Associate           $170
     Associates                             $130 - $215
     Paralegals                             $ 65 - $110
     Law clerks                             $ 55 - $ 95

Panaco, Inc., is in the business of selling oil and natural gas
produced on properties it leases to third party purchasers. The
Company filed for chapter 11 protection on July 16, 2002. Monica
Susan Blacker, Esq., at Neligan Stricklin LLP, represents the
Debtor in its restructuring efforts. When the Debtor filed for
protection from its creditors, it listed $130,189,000 in assets
and $170,245,000 in debts.

RFS ECUSTA: Case Summary & 20 Largest Unsecured Creditors
Lead Debtor: RFS Ecusta Inc.
             One Ecusta Road
             Pisgah Forest, North Carolina 28768

Bankruptcy Case No.: 02-13110

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     RFS US Inc.                                02-13111              

Chapter 11 Petition Date: October 23, 2002

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtors' Counsel: Christopher A. Ward, Esq.
                  Michael L. Vild, Esq.
                  The Bayard Firm
                  222 Delaware Avenue
                  Suite 900
                  Wilmington, DE 19899
                  Fax : 302-658-6395

                      - and -
                  Joel H. Levitin, Esq.
                  Henry P. Baer, Jr., Esq.
                  Anna C. Palazozolo, Esq.
                  30 Rockefeller Plaza
                  New York, NY 10122
                  (212) 698-3500     

                      Estimated Assets:      Estimated Debts:
                      -----------------      ----------------
RFS Ecusta Inc.       $10 to $50 Million     $10 to $50 Million
RFS US Inc.           $10 to $50 Million     $1 to $10 Million

Type of Business:  RFS Ecusta is a leading producer of tobacco
                   and other printing papers and is the largest
                   manufacturer in Western North Carolina,
                   employing 1,000 people who, the Company says,
                   "take great pride in their lifestyles as well
                   as the papers they produce."

RFS ECusta's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Weldwood Capital Company    Trade Debt                $930,809
Weldwood of Canada Ltd.,
1055 West Hastings Street
British Columbia 2179
Attn: Mr. Gurmeet Gill
Tel: 604-662-2772
Fax: 604-662-2804

Central National-          Trade Debt                 $663,333
Attn: Mr. Scott Sharron
15 Park Place, Suite 400
Appleton, WI 54914-8250
Tel: 920-733-1020
Fax: 920-733-7676

Turbine Generator          Trade Debt                 $370,894
Maintenance Inc.
4635 7 Cape Coral, FL 33904
Tel: 941-549-7500
Fax: 941-579-0767

MeadWestvasco              Trade Debt                 $370,401
George Dominguez
2115 Sewee Indian Court
Mt. Pleasant, SC 29466
Tel: 843-971-9419
Fax: 843-971-9479

Southern Appalachian Coal   Trade Debt                $369,050
Ken Daniels
9050B Executive Park Drive
Suite 100
Knoxville, TN 37923
Tel: 965-470-8595
Fax: 865-470-8644

Itochu Specialty           Trade Debt                 $284,993
Jeffrey Krizan
660 White Plains Road
3rd Floor
Tarrytown, NY 10591
Tel: 914-333-7814
Fax: 914-333-7848

Duke Power Company         Utility                    $169,000

Alley-Cassety Coal         Trade Debt                 $159,945

Asten Johnson              Trade Debt                 $157,945

NEO Corporation            Trade Debt                 $160,845

Willamette Industries      Trade Debt                 $140,908

Industrial Maintenance     Trade Debt                 $130,045

Univar                     Trade Debt                  $94,222    

Hobson Construction        Trade Debt                  $90,847

Hamon Cooling Towers       Trade Debt                  $81,603

Norfolk Southern Railway   Trade Debt                  $90,462

Jay Industrial Tech.       Trade Debt                  $73,747

Albany International       Trade Debt                 $151,669

Kerr-McGee                 Trade Debt                  $68,759   

International Paper        Trade Debt                  $69,506

RUSSIAN TEA ROOM: U.S. Trustee Appoints Creditors' Committee
Carolyn S. Schwartz, the United States Trustee appoints a
3-member Official Committee of Unsecured Creditors in the
chapter 11 case involving Russian Tea Room Realty LLC.  The
appointed creditors are:

     1) Buckhead Beef
        501 Kentile Road
        So. Plainfield, NJ 07080

     2) Dairyland USA Corporation
        1300 Viele Avenue
        Bronx, NY 10474
        Tel. No.: (516) 1200 - ext. 101

     3) London Meat Co.
        56 Little 2 12th Street
        New York, NY 10014
        Tel. No.: (516) 466-1200

The Debtor is a Delaware limited liability company that owns
Russian Tea Room, one of New York City's most famous and
distinguished restaurants.  As of the Petition Date, the Debtor
believes that its aggregate unsecured debt - comprised mostly of
trade debt, banquet deposits, and unsecured loans - is
approximately $6,000,000.

SAFETY-KLEEN CORP: Taps Cendian Corp. for Logistics Services
Cendian Corporation, the premier chemical and plastics lead
logistics provider, has been selected to provide logistics
services for Safety-Kleen, a leading environmental services

Under the multi-year agreement, Cendian will manage logistics
and provide supply chain optimization for Safety-Kleen's 250
collection and processing facilities in North America that serve
more than 400,000 customers.

Cendian will deliver ongoing, sustainable cost savings and
implement continuous process efficiency improvements across
Safety-Kleen's logistics operations.  Cendian's logistics
expertise, experience with hazardous chemicals and change
management capabilities were key factors in Safety- Kleen's

"We selected Cendian Corporation because they offered a proven
logistics solution backed by a team with a great level of
expertise and talent," said Dave Sprinkle, Chief Operating
Officer, Safety-Kleen Corp.  "Partnering with Cendian allows
Safety-Kleen to maintain our rigorous quality, safety and
service standards for our customers while gaining the advantages
of greater process efficiencies and deeper technology reach."

"Cendian is committed to delivering a solution that helps
Safety-Kleen meet their goals, realize greater operational
efficiencies and positively impact their bottom line," explains
Mark A. Kaiser, chief executive officer, Cendian Corporation.  
"We will leverage our $1 billion in purchasing power on behalf
of Safety-Kleen and put our chemical expertise, technology
infrastructure and network of preferred providers to work for
their business."

Cendian is the premier chemical and plastics lead logistics
provider. Leveraging advanced technology and a preferred partner
network, Cendian improves on-time performance and global supply
chain efficiencies to deliver immediate cost savings with no
upfront capital investment.  Headquartered in Atlanta, Cendian
can be found on the Web at  Cendian is a  
strategic venture of Eastman Chemical Company.

Safety-Kleen Corp., is the largest industrial waste management
company in North America, serving customers in the United
States, Canada, Mexico and Puerto Rico.  Safety-Kleen Corp., is
currently under Chapter 11 bankruptcy protection, which it
entered into voluntarily on June 9, 2000.

SOLID RESOURCES: Alberta Court Approves CCAA Plan of Arrangement
Alvin Harter, President and CEO of Solid Resources Ltd.,
(TSXV:SRW) announced that the Court of Queens Bench of Alberta
on October 16, 2002, has approved the Plan of Arrangement.

Implementation of the Plan of Arrangement is now subject to the
approval of the TSX Venture Exchange to list the shares for debt
and the Alberta Securities Commission to issue the shares.
Unsecured creditors will receive a combination of cash and
common shares of the Company for full satisfaction of their
claim. It is anticipated that 1,500,000 common shares will be
issued to the unsecured creditors. Subject to the TSX approval,
the issue price of the shares will be the greater of $0.70 or
the weighted average for the ten day period preceding the
implementation of the Plan.

The Plan Implementation date is anticipated to be November 14,
2002. The Company anticipates that it will be in a position to
make distributions to Creditors in accordance with the Plan on
or after the 15th of November, 2002.

SONUS CORP: Completes Asset Sale to Amplifon for $38MM + Debts
Amplifon (USA), Inc., and Sonus Corp., (AMEX:SSN) jointly
announced that Amplifon has completed its acquisition of the
assets of Sonus Corp., including all of the capital stock of its
operating subsidiaries, Sonus-USA, Inc., and Sonus-Canada Ltd.,
for total consideration of $38.4 million in cash, less
approximately $600,000 in purchase price adjustments, plus the
assumption of approximately $1.1 million in liabilities of Sonus

Amplifon USA is a wholly owned subsidiary of Milan-based
Amplifon S.p.A., a world leader in the distribution and
application of hearing aids.

Sonus plans to distribute proceeds from the sale in accordance
with the terms of liquidation and dissolution approved by its
shareholders by distributing $1.00 per share to holders of its
outstanding common shares of record as of the record date for
the distribution, October 24, 2002. Sonus intends to make its
distribution to common shareholders on October 28, 2002, or as
soon as practicable thereafter. Sonus will distribute other
proceeds from the sale, less amounts required to pay expenses of
the transaction and other obligations of the company, to the
holder of all of its outstanding Series A and Series B
convertible preferred shares.

"The acquisition of Sonus expands Amplifon's presence in the
United States through additional distribution channels offering
a broader range of hearing healthcare products," said Alessandro
Baldissera, Chief Executive Officer of Amplifon S.p.A. "We
expect continued growth through delivery of high-quality care to
our hearing healthcare patients."

Dan Kohl, Chief Executive Officer of Sonus, stated, "Amplifon is
among the largest global retailers of hearing instruments,
operating hearing aid centers at 160 corporate retail and 850
franchise retail locations in the U.S. We feel that the
combination of Amplifon and Sonus will produce the necessary
financial stability and market presence to serve the hearing
health communities across North America for years to come."

Portland-based Sonus sells private label and multi-brand
products to hearing-impaired patients through 87 company-owned
retail stores and 1,400 licensed network affiliates in the U.S.
and Canada.

Amplifon USA is a wholly owned subsidiary of Amplifon S.p.A., an
Italian joint stock company. Amplifon S.p.A., has approximately
1,800 outlets, 3,000 authorized distribution centers, and over
2,000 hearing aid fitting specialists. Amplifon S.p.A., is
present in Italy, with a 47% market share, and in France, Spain,
Portugal, Switzerland, Austria, the United States, the
Netherlands, Egypt, and, since early 2002, Hungary.

SUPRA TELECOM: Will File for Chapter 11 "to Protect Customers"
The Telecom Act of 1996 spawn many benefits for customers. The
largest benefit being the deregulation of monopolistic
providers, thus encouraging competitive choices, better service
and lower prices. The same telecommunications act created
tremendous opportunities for smaller companies to form and
compete. Companies such as BellSouth's number #1 competitor,
Supra Telecom.

Supra Telecom has set many precedents and is one of the fastest
growing residential CLEC's in the US. Supra Telecom announced
its plans to file chapter 11 reorganization, in an effort to
protect its customers from being disconnected and itself from
years of anticompetitive behavior from BellSouth. Supra contends
that BellSouth, with the assistance of the PSC has violated the
Telecommunications Act of 1996 on multiple occasions and sites
various pre-meditated detrimental acts which have tarnished its
reputation in the market place and attempts to erode it's
customers base.

Although Supra Telecom has prevailed in several court and
arbitrators rulings, Supra Telecom continues to face ongoing
actions such as:

     - FPSC -- Docket 980119-TP Violations of the Telecom Act
and the Interconnection agreement: Failure to provide "on-line
edits" to operating support systems, CABS billing, and UNE

     - FPSC -- Docket 980800-TP: Refusal to supply collocation
in critical Tandem offices without justification.

     - Findings in Commercial Arbitration Award, dated June 5,

          - Fraudulent changing of interconnection agreement in
            nine states to deny Supra UNE combinations

          - Refusal to provide Supra with UNE combinations

          - Refusal to allow Supra to collocate its equipment

          - Failure to provide Supra with nondiscriminatory
            access to Operating Support Systems

          - Refusal to provide Supra branding for its own

     -- All of such were found to have been committed by
BellSouth with the intent to harm Supra.

     - Findings in other Commercial Arbitration Awards:

          - Failure to provide Supra with a true and accurate

          - Wrongful collection and retention of revenues
            rightfully belonging to Supra.

"To this day, BellSouth continues to massively over-bill Supra
while continuing to deny Supra revenues to which Supra is
entitled," said Brian Chaiken, Supra Telecom General Counsel.

In a press conference Wednesday, Supra plans to divulge its
justification and reasoning for this decision as Supra strives
to provide customers affordable, and reliable telecommunications
services. Russell Lambert COO stated, "While this was a very
difficult decision, we chose to protect our customers from
BellSouth's rogue disconnection efforts. We're here to ensure
and protect consumer's freedom to choose."

Founded in 1996 by Kay Ramos, Miami-based Supra TelecomSM is a
reliable and affordable, Competitive Local Exchange Carrier
offering Local, Long Distance and Internet Access
telecommunication services to homes and small business customers
here in Florida.

TRITON PCS: Equity Deficit Balloons to $126 Million at Sept. 30
Triton PCS Holdings, Inc., (NYSE: TPC) reported strong third-
quarter results highlighted by 155% EBITDA growth from a year
earlier.  The strong EBITDA growth was fueled by record
subscriber and roaming revenue growth and continued expansion of
the company's subscriber base.

In its September 30, 2002 balance sheets, the Company recorded a
total shareholders' equity deficit of about $126 million.

"I am pleased to report another quarter of solid operating
performance. We have made excellent progress on our business
objectives by consistently delivering strong operating metrics,
which has resulted in continued expansion of our EBITDA margin
to 27.1%," said Michael E. Kalogris, Triton PCS chairman and
chief executive officer.  "Year-to-date, we have generated more
than $132 million of EBITDA and are well on our way to achieve
our upwardly revised target of $170 million for 2002."

Kalogris said, "In addition to our strong financial results, we
made substantial progress towards strengthening the company's
market position while building a strong platform for growth."  
Specifically, during the third quarter the company launched an
expanded advertising campaign to promote its new "SunCom
UnPlan."  The new service offering is targeted toward high-usage
customers at high access points.  "We believe the new UnPlan
will allow us to increase our average revenue per user and
continue to drive strong growth in revenue," he said.

Kalogris added that the company remains in a very strong capital
and liquidity position with approximately $550 million of cash
and undrawn credit. The company also amended its senior credit
agreement to ensure ample covenant flexibility to draw untapped
bank commitments.  "The new covenant levels provide considerable
financial flexibility and remove any obstacles to accessing our
liquidity," Kalogris said.

Steve Skinner, Triton PCS president and chief operating officer,
announced that the company has entered into an agreement to
extend its use of the AT&T brand through February 4, 2004.  "We
believe that the SunCom and AT&T co-branding relationship is a
strong combination, linking our popular regional brand with one
of the best known national carriers."

Triton PCS also successfully upgraded its billing system during
the quarter to the Atlys platform from the Macrocell platform.  
Skinner said, "Billing conversions are very disruptive to the
operations of a company, and our ability to complete this
conversion with only a minimal short-term impact to operations
is a testament to the skill, energy level and motivation of our
entire employee base.  I couldn't be more proud of all of our
employees who pulled together to make this conversion
successful.  With the completion of the Atlys conversion, we
have cleared the last major hurdle to launching our GSM overlay
network.  We currently expect to launch the network for roaming
in November, and expect the GSM overlay will be more than half
way complete by the end of this year."

                    Third-Quarter Highlights

Total revenue increased 31% in the quarter to $194.7 million
compared to $148.8 million a year ago.  Service revenue rose 28%
to $135.8 million from $106.1 million a year earlier driven by a
strong average revenue per user of $58.02.  Roaming revenue grew
40% to $50.4 million from

$35.9 million a year earlier.  The company experienced a 57%
growth in roaming traffic to a record 271 million minutes in the
third quarter, up from 173 million minutes in the third quarter
a year ago.

Triton PCS added 32,961 net new customers in the third quarter,
bringing total subscribers through September 30, 2002 to
796,486.  Triton PCS has grown its ending subscriber base 29%
from the same period one year ago.  Customer churn for the
quarter remained low at 2.2%, reflecting the company's high
quality, post-paid subscriber strategy.

EBITDA (excluding non-cash compensation expense) was $50.5
million, a 155% improvement from $19.8 million in the year-
earlier period.  The EBITDA margin improved to 27.1% from 13.9%
in the third quarter of last year.

Cost of service expenses (excluding equipment costs) as a
percentage of service and roaming revenue declined to 30.4% from
33.3% in the year-ago period, and general and administrative
expenses as a percentage of service and roaming revenue
decreased to 23.3% from 26.4% compared to the same period last

The cost to acquire a new customer was $418 in the third
quarter, flat as compared with $418 in the second quarter.  All
CPGA amounts reflect a reclassification of certain customer
service and retention expenses from sales and marketing to
general and administrative expenses.

Triton PCS recorded $41.6 million in capital expenditures in the
third quarter and $106.5 million year-to-date.  The company is
on track with its full year capital expenditure expectations of
$150 million.

                    Recent Significant Events

Brand Agreement Renewal -- Triton PCS announced that it has
entered into an agreement with AT&T Corp., and AT&T Wireless
Services for continued use of the AT&T brand name.  The
agreement will allow Triton PCS to extend the use of the AT&T
brand for one year until February 4, 2004.

SunCom UnPlan -- In the third quarter, Triton PCS launched the
SunCom UnPlan, a differentiated new service plan that offers
users a compelling value through a simple flat monthly rate.  In
an effort to broaden the reach and frequency of this new
concept, the company launched an extensive advertising campaign
that will continue to be broadcast on TV and radio for the
remainder of the year.

Billing Conversion -- In August, the company completed the
conversion to a new state-of-the-art billing system.  The new
Atlys billing system will allow the company to offer customers
enhanced features and functionality, including real-time
billing, enhanced short-messaging billing, and expanded billing
capabilities for roaming, including the ability to process both
TDMA and GSM traffic.

License Acquisition -- In the third quarter, Triton PCS received
FCC approval and completed the acquisition of nine licenses from
Lafayette Communications.  The total price for the purchases was
less than $25 million, and this payment was satisfied through
the extinguishment of debt Lafayette owed to Triton PCS.  In
addition, the company has filed an application with the FCC to
acquire nine additional licenses from Lafayette.  This
transaction is expected to close in the first quarter of 2003.

Senior Credit Facility Amendment -- Triton PCS recently amended
its senior credit agreement to provide greater flexibility in
the company's total leverage and interest coverage covenant
requirements.  No other material terms or conditions of the
credit agreement were changed, and the company did not incur any
fees related to this amendment.  As a part of this transaction,
the company has made a $50 million commitment reduction in its
Senior Credit Facility, reducing the total facility from
approximately $475 million to approximately $425 million.  This
commitment reduction is expected to generate approximately $4.0
million in annual interest expense savings for Triton PCS.
Giving effect for this reduction, the company's total liquidity
position is $556 million, which includes $276 million in cash
and $280 million of committed undrawn credit facility

Triton PCS, based in Berwyn, Pennsylvania, is licensed to
operate a digital wireless network in a contiguous area covering
13.6 million people in Virginia, North Carolina, South Carolina,
northern Georgia, northeastern Tennessee and southeastern
Kentucky.  The company markets its services under the brand
SunCom, a member of the AT&T Wireless Network.

For more information on Triton PCS and its products and
services, visit the company's Web sites at  

TXU EUROPE: S&P Junks Notes Rating to CC After Downgrade on Unit
Standard & Poor's Ratings Services lowered its credit rating on
the notes issued by TXU Europe Funding Ltd., to 'CC' from
'BBB+', and placed them on CreditWatch with negative
implications, after the downgrade of the senior unsecured debt
rating on TXU Eastern Funding Co.

The rating on the senior unsecured debt issued by TXU Eastern
Funding Co. acts as a supporting rating to the notes issued by
TXU Europe Funding Ltd., a special-purpose entity that issued
?500 million secured 7% notes on November 29, 2000. The rating
on TXU Eastern Funding Co.'s debt was lowered to 'CC' and placed
on CreditWatch negative on October 16, 2002.

TXU Europe Ltd., guarantees TXU Eastern Funding Co.'s senior
unsecured debt. The corporate credit rating on TXU Europe Ltd.
was lowered to 'D' after the failure of one of its subsidiaries,
The Energy Group Ltd., to pay the coupon on two yankee bonds
that TXU Europe Ltd., had guaranteed.

There is a high risk that TXU Eastern Funding Co., will default
on its next interest payment, at which time the ratings on its
debt would be lowered to 'D'. Because the debt acts as a
supporting rating to the notes issued by TXU Europe Funding
Ltd., this would result in the rating on these notes' also being
lowered to 'D'.

TYCO INT'L: Inks Consent Agreement with New Hampshire Regulator
Tyco International Ltd., (NYSE: TYC, LSE: TYI, BSX: TYC) has
signed a consent agreement with the State of New Hampshire
Bureau of Securities Regulation that resolves the Bureau's
investigation into misconduct by Tyco's previous management.  
Tyco signed the agreement without admitting the allegations
cited by the Bureau.  New Hampshire is Tyco's corporate
headquarters in the United States.

Through independent outside counsel, the Company has been
conducting its own internal investigation of the actions of its
former management and in September of this year filed a report
with the United States Securities and Exchange Commission
disclosing the findings of the initial phase of that
investigation.  In addition, the Company has initiated legal
actions against its former Chief Executive Officer, Chief
Financial Officer, General Counsel and a former Board member.

Under the terms of the agreement with the New Hampshire Bureau
of Securities Regulation, Tyco will pay a $5 million
administrative settlement to the State.  These funds will be
used to support a statewide investor education program and
establish a corporate governance program within the University
System of New Hampshire.  Tyco also agreed to pay $100,000 to
cover the costs of the Bureau's investigation, and to submit to
the Bureau a report regarding practices and procedures that the
Company is instituting to comply with all federal and state
securities laws and to initiate and maintain high standards
of corporate governance.  This requirement incorporates
management's goal of adhering to the highest standards of
corporate governance by establishing processes and practices
that promote and ensure integrity.

Tyco and the Bureau also stated that this settlement shall have
no evidentiary effect in any other lawsuit, proceeding or action
not described in the agreement.

The facts cited in the agreement were uncovered by Tyco during
the internal investigation undertaken by the Board of Directors
and Tyco's outside independent counsel.  The Company outlined
those facts in a Form 8-K filed with the Securities and Exchange
Commission on September 17, 2002.

"We believe this consent agreement is in the best interests of
our shareholders and employees and reflects the Company's
commitment to a continued presence in New Hampshire," said
Edward Breen, who was appointed Tyco's Chairman and Chief
Executive Officer in July of this year.  "This agreement
resolves and puts behind us the issues raised by New Hampshire's
Board of Securities Regulation.  The terms of the agreement,
which provides funding for investor-education and corporate-
governance programs in New Hampshire, also underscore the
absolute commitment of Tyco's new management to establishing and
enforcing the highest standards of corporate behavior."
Tyco International Ltd. is a diversified manufacturing and
service company.  Tyco is the world's largest manufacturer and
servicer of electrical and electronic components; the world's
largest designer, manufacturer, installer and servicer of
undersea telecommunications systems; the world's largest
manufacturer, installer and provider of fire protection systems
and electronic security services; and the world's largest
manufacturer of specialty valves.  Tyco also holds strong
leadership positions in disposable medical products, plastics
and adhesives.  Tyco operates in more than 100 countries and had
fiscal 2001 revenues from continuing operations of approximately
$34 billion.
                             *   *   *

As previously reported, Standard & Poor's Ratings Services said
that its ratings, including its triple-'B'-minus corporate
credit rating, on Tyco International Ltd., and its subsidiaries
remain on CreditWatch with negative implications following the
company's recent earnings announcement, appointment of a new
CEO, and denial of bankruptcy rumors.

Standard & Poor's noted that Tyco began the quarter with more
than $7 billion in cash following the recent IPO of its
commercial finance subsidiary. Management intends to use a
significant portion of this to reduce debt. Recent earnings were
broadly in line with expectations, but free cash flow was below
expectations due to tighter payment terms from suppliers that
reduced operating cash flow by more than $300 million.

USG CORP: Court to Consider CIBC's Retention on October 29, 2002
USG Corporation and its debtor-affiliates recognize that the
Futures Representative may need to retain a financial advisor
and investment banker in order to become familiar with the
Debtors' businesses and financial situation, even though
Analysis, Research & Planning Corporation has been retained as
claim evaluation consultant.

However, Paul N. Heath, Esq., at Richards, Layton & Finger,
observes that it is not "completely clear what work there will
be for CIBC . . . during the First Period."

Mr. Heath adds that it is not at all clear whether the Futures
Rep will require CIBC's services after the First Period until
the Plan Confirmation process in these cases truly begins or
that the amount and scope of CIBC's services after the First
Period would justify CIBC's proposed $135,000 monthly fees.

Accordingly, the Debtors contend that the Court should authorize
the CIBC's retention and employment solely for the First Period.
After the First Period ends, the Futures Representative should
be required to obtain further Court approval of CIBC's further

                           *     *     *

At the Futures Representative's request, the Court continues the
hearing on the application to October 29, 2002 at 10:00 a.m.  
The Futures Representative is in negotiations with the Debtors
and the Creditors' Committee in order to resolve the issues and
concerns raised in the responses.  The parties have yet to reach
a consensual resolution. (USG Bankruptcy News, Issue No. 35;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

VANGUARD AIRLINES: Asks Court to Fix Dec. 30 General Bar Date
Vanguard Airlines, Inc., asks the U.S. Bankruptcy Court for the
Western District of Missouri to establish Bar Dates for filing
proofs of claim.

Specifically, Vanguard wants the Court to:

  a. establish December 30, 2002 as the General Claims Bar Date
     as the deadline for all persons and entities holding or
     wishing to assert a claim against the Debtor's estates must
     file a proof of such claim with the Court; and

  d. schedule January 28, 2003 as the Governmental Unit Bar Date
     wherein all governmental units must file a proof of claim
     in this case or be forever barred from asserting that

Vanguard tells the Court that it is necessary to be informed of
the nature, amount, and status of all claims that will be
asserted against the estate. The proposed Bar Dates will
significantly expedite the claims adjudication process and will
allow interested parties to more rapidly and accurately estimate
the estate's total liabilities and the funds to be distributed
with respect to individual allowed claims.

Vanguard wants to exempt these claims from the Bar Dates:

  a. Claims not listed as "disputed," "contingent," or
     "unliquidated" in the Schedules;

  b. Claims already properly filed a proof of claim against

  c. Claims allowable under the Bankruptcy Code as an
     administrative expense of Vanguard's Chapter 11 case; and

  d. Claims previously allowed by the Bankruptcy Court.

Vanguard Airlines, currently shutting down its business, used to
provide all-jet service to 14 cities nationwide: Atlanta,
Austin, Buffalo/Niagara Falls, Chicago-Midway, Dallas/Ft. Worth,
Denver, Fort Lauderdale, Kansas City, Las Vegas, Los Angeles,
New Orleans, New York-LaGuardia, Pittsburgh and San Francisco.
The Company filed for Chapter 11 protection on July 30, 2002.
Daniel J. Flanigan, Esq., at Polsinelli Shalton & Welte, P.C.,
represents the Debtor in its restructuring efforts. When the
company filed for protection from its creditors, it listed total
assets of $39.7 million and total debts of $95.9 million.

VENTAS INC: Declares Common Share Regular Quarterly Dividend
Ventas, Inc. (NYSE:VTR), which has a total shareholders' equity
deficit of about $95 million at June 30, 2002, said its Board of
Directors declared a regular quarterly dividend of $0.2375 per
share, payable in cash on January 3, 2003 to stockholders of
record on December 17, 2002. The dividend is the fourth
quarterly installment of the Company's $0.95 per share 2002
annual dividend. The Company has approximately 69.7 million
shares of common stock outstanding.

                     CIBC Healthcare Conference

Ventas President and CEO Debra A. Cafaro will make a
presentation regarding the Company at the Thirteenth Annual CIBC
World Markets Health Care Conference in New York City on
Tuesday, November 5, 2002 at 2:30 p.m. Eastern Time. The
presentation is being audio webcast and can be accessed at the
Ventas Web site at The presentation  
will also be archived on the website for 30 days.

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. More information
about Ventas can be found at its Web site at  

WARNACO GROUP: Asks Court to Limit Banco Nacional's $473MM Claim
The Court previously approved The Warnaco Group, Inc.'s motion
to settle with Banco Nacional de Comercion Exterior, S.N.C. --
Bancomext -- several months ago.  However, the Settlement has
not yet been consummated since Bancomext has yet to get certain
approvals required under the Settlement Agreement.

Pursuant to the Court's approval of the Settlement Agreement,
the Debtors ask the Court to limit Bancomext's Proof of Claim
No. 01846 for $473,760,649.

J. Ronald Trost, Esq., at Sidley Austin Brown & Wood LLP, in New
York, relates that under Section 502(b)(6) of the Bankruptcy
code, a lessor of real property is entitled to damages resulting
from the termination of lease to the extent of:

"(A) the rent reserved by the lease, without acceleration, for
      the greater of one year, or 15%, not to exceed three
      year, of the remaining term of the lease following the
      earlier of -

       (i) the date of the filing of the petition; and

      (ii) the date on which the lessor repossessed, or the
           lease surrendered, the leased property..."

Thus, Mr. Trost argues that to the extent the Bancomext Claim is
a valid, non-contingent Claim against Warnaco, the Claim should
be capped at $4,551,000 in accordance with Section 502(b)(6).
This amount is calculated as:

Lease                      Annual Rent                  Total
-----                      -----------                  -----
Huejotzingo Lease          $602,000          x3       $1,806,000

Tetla Lease                 515,000          x3        1,545,000

Huamantla Lease             400,000          x3        1,200,000
(Warnaco Bankruptcy News, Issue No. 35; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  

WCI COMMUNITIES: S&P's Revises Outlook on BB- Rating to Stable
Standard & Poor's Ratings Services affirmed its double-'B'-minus
corporate credit rating on WCI Communities Inc.  Concurrently,
the Outlook is revised to Stable from Positive. At the same
time, Standard & Poor's assigns its double-'B'-minus rating to
the company's new $350 million unsecured bank facility.

The ratings acknowledge this Florida-based homebuilder's strong
position in select coastal markets, solid profitability, and
improved financial risk profile. The outlook revision
acknowledges revised third quarter earnings estimates, which
will be negatively impacted by write-offs related to two
projects. Management has also noted some softening of demand
within the company's luxury home product niche, which roughly
comprises one third of WCI's homebuilding business.

Bonita Springs, Florida-based WCI is a fully integrated
homebuilding company with more than 50 years experience in the
development and operation of leisure-oriented, master-planned
communities. WCI remains a dominant player in select submarkets
on the west coast of Florida. Further, its strong landholdings
on the east coast of Florida should further bolster its position
in that region over time.

WCI has started to experience softness within its higher-end
luxury product niche (traditional and high-rise homebuilding),
much of which is devoted to the discretionary second home
purchaser. Order activity in this segment has dropped roughly
28% for the nine months ended September 30, 2002 compared to the
same period one year ago. In addition, recent events at
two projects (Trieste, a luxury high-rise building with an
average sales price of $2.26 million; and Ventanas, a mid-rise
project with an average sales price of $535,000 in Naples, Fla.)
indicate that sales prices may be weakening materially within
the luxury home segment. Specifically, WCI indicated that it
reversed roughly $35.4 million of revenue relating to its
Trieste ($10.1 million) and Ventanas projects ($25.3 million).
The company recently disclosed that purchasers of five units
within the Trieste project ($10.1 million contract value) intend
to default on their contracts. Consequently, WCI will retain the
contract deposits totaling $2.9 million. Additionally, a
management/administrative failure at Ventanas has led to the
potential for purchasers of 48 units to rescind their contracts
($30.9 million aggregate contract values). While the situation
at Ventanas appears to be an isolated event, and management
appropriately addressed the situation via revenue reversal and
public disclosure, Standard & Poor's is somewhat concerned that
the defaults at Trieste, coupled with the contract rescissions
at Ventanas, speak to pricing softness within the luxury home
segment and could ultimately impact WCI's profit margins and
credit statistics.

During the past two years however, the company has transitioned
its capital structure to a lower risk profile with less overall
leverage, improved credit statistics, and less reliance on
secured debt. Debt leverage is moderate at 56% debt-to-book
capitalization, down from a historically high 70%. Coverage
measures are also strong at about 3.5 times EBITDA interest
coverage, and about 3.6x debt-to-EBITDA for the six months ended
June 30, 2002. Financial flexibility has been enhanced by
the IPO earlier this year, which enabled the company to expand
its investor base and de-leverage, as well as a new $350 million
unseured bank facility that replaces a $450 million secured
facility, which is presently largely unused.

                       OUTLOOK: STABLE

Contribution margin of 33% and EBIT margin of 20% compares very
favorably with peers, and should provide WCI with some pricing
flexibility to spur sales should conditions in its markets
soften further. Standard & Poor's will review the extent of
market softness within WCI's luxury niche and the company's
overall performance during the next few quarters. Should
financial measures be maintained at reasonable levels and recent
events prove to be isolated, a positive outlook or upgrade will
be considered.

WORLDCOM INC: Wants to Pull Plug on AOL Time Warner Agreement
Lori R. Fife, Esq., at Weil Gotshal & Manges LLP, in New York,
relates that prior to the Petition Date, MCI WorldCom
Communications, Inc. and AOL Time Warner, Inc. entered into a
Promotional Agreement.  The Agreement provides for AOL to set
aside certain media inventory for the promotion of the Debtors'
products and services.  Pursuant to the Agreement, the Debtors
are obligated to purchase $20,250,000 of this media inventory
each quarter through December 31, 2004.

The Debtors have determined that it does not need the
advertising services provided for in the Agreement in its
ongoing business. Accordingly, the Debtors sought and obtained
the Court's authority to reject the Agreement.

Ms. Fife explains that the Agreement requires the Debtors to
purchase more advertising than they need and requires the
advertising purchased to be allocated between the AOL properties
in a manner that is not favorable.  Thus, the services provided
under the Agreement are unnecessary and costly to the Debtors'
estates.  In addition, the Debtors have other advertising
available that is sufficient to meet their needs and is on more
favorable terms.  By rejecting the Agreement, Ms. Fife points
out that the Debtors save the estates an administrative expense
of $81,000,000 per annum, or $182,250,000 for the remainder of
the term of the Agreement for services that the Debtors deem
unnecessary. (Worldcom Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   

WORLDCOM INC: Unveils First Internet Access Monitoring Tool
WorldCom (WCOEQ), the leading global business data and Internet
communications provider, unveiled WorldCom Dedicated
Analysis(SM) one of the first commercially available end-to-end
dedicated Internet access-monitoring tool for companies of all
sizes.  The company also introduced a new standards-based NxT1
access solution to fill the gap between popular T1 (1.5 Mbps)
and T3 (45 Mbps) dedicated Internet connections to WorldCom's
UUNETr backbone for small- to medium-size businesses.

"The launch of WorldCom Dedicated Analysis and our new NxT1
dedicated access solution epitomize WorldCom's unwavering
commitment to develop and deliver the kind of innovative
services business customers are asking for," said Frank Grillo,
WorldCom senior vice president of marketing.  "Coming on the
heels of the introduction of The WorldCom Connection -- our new
IP-based converged voice and data network service -- these new
offerings further solidify WorldCom's position as the source for
business communications solutions for companies of every size
and shape."

                    WorldCom Dedicated Analysis

For the first time, through Dedicated Analysis, customers have a
tool to monitor their end-to-end Internet network performance at
the access level.  In fourth quarter of 2002, all WorldCom
Dedicated Internet Access customers -- including T1, OCn,
Ethernet and NxT1 connections to the UUNET backbone -- can take
advantage of WorldCom's unique new Dedicated Analysis monitoring

"By incorporating Dedicated Analysis into their WorldCom-
provided dedicated access solutions, IT managers have the power
to easily analyze the efficiency of their network services and
view customer-specific dedicated traffic statistics with just a
few mouse clicks," said Grillo.  "Similar to our groundbreaking
WorldCom Dial Analysis(SM) solution for Internet dial customers,
Dedicated Analysis uniquely provides the kind of detailed
network performance visibility that is essential in today 's
information-driven business environment."

Supported by Visual Networks IP performance management
technology, WorldCom Dedicated Analysis allows network
administrators to monitor the quality and performance of their
circuits as needed, on-demand.  Network statistics, including
latency and packet loss, are updated daily and can be accessed
anywhere, any time, via the secure WorldCom Customer Center Web
portal at  

"Despite its Chapter 11 status, WorldCom continues to
demonstrate its ability to provide innovative and flexible
solutions," said Steve Harris, research manager at IDC.  
"WorldCom's Dedicated Analysis and NxT1 are examples of forward
thinking services that will be valuable additions to WorldCom's

                     WorldCom NxT1 Solution

WorldCom's newest Dedicated Internet Access service, NxT1, is a
breakthrough bandwidth solution for small- to medium-sized
businesses.  NxT1 is designed for SMBs whose Internet needs
exceed the capacity of a T1, but cannot justify the expense of a
T3.  Unlike a T3 line with a set bandwidth of 45 Mbps,
WorldCom's NxT1 solution brings together multiple T1 connections
to WorldCom's UUNET backbone, creating the appearance and
performance of a single high-bandwidth data pipe and the
flexibility for customers to individually customize their
bandwidth solution to their individual business requirements.

"When a T1 is no longer enough, but a T3 is too much, the answer
is WorldCom NxT1," said Grillo.  "NxT1 enables small and mid-
size businesses to maximize their IT spending by purchasing
bandwidth in digestible amounts that fit their needs now with
the ability to easily add data capacity as their business grows.  
It is the solution for bandwidth management in a disciplined
budget atmosphere."

Capitalizing on new standards-based Multi Link Frame Relay
technology, WorldCom's NxT1 solution enables customers to
utilize from two to eight T1 lines at a single location.  By
aggregating T1 circuits together, customers save on local loop
costs while gaining greater bandwidth flexibility and increased
reliability through circuit redundancy.  Using Tasman customer
premise equipment, WorldCom is leading the industry by offering
an NxT1 solution utilizing MFLR technology and connections up to
12 Mbps, the equivalent of eight T1 lines.

Currently available in more than 2,000 U.S. municipalities,
WorldCom's NxT1 solution is backed by some of the most precise
and comprehensive Service Level Agreements (SLAs) available in
the industry today.  The SLAs for NxT1 and all of WorldCom's
Internet Dedicated Access services include guarantees for
Latency, Packet Delivery, Availability, Installation and
Proactive Notification.

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

XEROX CORP: Reports Improved Financial Results for Third Quarter
Xerox Corporation (NYSE: XRX) announced another quarter of
strong operating cash flow and earnings driven by improved
margins and increased product demand in key growth markets.

Xerox reported third-quarter earnings of 5 cents per share
including restructuring charges of 6 cents per share. The third-
quarter 2002 results are a 10-cent improvement from the third
quarter of last year, reflecting the company's effective
execution of its strategy to significantly strengthen its

"Margins are up, costs are down and Xerox's streamlined business
model is delivering sustainable profitability as well as strong
operational cash generation," said Anne M. Mulcahy, Xerox
chairman and chief executive officer. "Through our strengthened
operations and superior offerings, we are winning customers'
confidence, attacking competitors' share in our sweet spots of
the market and building value for Xerox stakeholders."

Operational improvements led to gross margins of 42 percent, a
year-over-year increase of 4.4 percentage points. Selling,
administrative and general costs decreased $152 million or 13
percent from third quarter 2001.

The company continued to generate significant cash from
operations, reporting $611 million in operating cash flow for
the third quarter. As of the end of September, Xerox's worldwide
cash balance was $2.3 billion.

In related financial news, the company noted its announcement
earlier this week with General Electric Vendor Financial
Services for GE to finance Xerox's lease receivables in the U.S.
through monthly securitizations based on new lease originations.
The agreement, which is in effect, calls for GE to provide Xerox
with funding in the U.S. of up to $5 billion outstanding during
the eight-year term of the arrangement.

Xerox reported third-quarter revenue of $3.8 billion, a year-
over-year decline of 6 percent. Approximately 50 percent of the
third-quarter revenue decline was due to the company's exit last
year from the retail small office/home office equipment business
as well as declines in its developing markets operations.

Third-quarter results reflect quarter-by-quarter percentage
improvements this year in the company's core office and
production businesses, with new product launches delivering
growth in target markets including office color, office
monochrome multifunction and production color.

"There is no doubt that Xerox's technology is the best in the
industry. This advantage is further strengthened by our rich
portfolio of services and solutions that give our customers the
added value that all businesses need," said Mulcahy. "In the
third quarter, we began to see the results of our technology
investments with strong customer demand for products launched
this year including the Document Centre 500 series, expanded
line of Phaser color printers, and the DocuColor 1632, 2240 and

Mulcahy added that Xerox continues to take the necessary actions
to hit all key areas of the market with competitive technology
offerings, noting its launch yesterday of the Xerox 1010, the
company's latest entry into the "light production" segment of
the high-end digital production publishing market. As a stand-
alone digital copier that can be upgraded to a networked
printer, the 101 page-per-minute system is the least expensive
and most advanced product in its class.

Evidence of the growing demand for Xerox technology, the company
highlighted several recent customer contracts that represent new
business, competitive knockouts and renewals:

     --  Microsoft has engaged Xerox for continued managed
services and document solutions valued at $38 million over 3
years. A premier supplier under Microsoft's new vendor program,
Xerox will supply office equipment including Document Centres,
Phaser printers and other products. Over $2 million in product
sales are expected through year-end.

     --  Latham & Watkins, a large global law firm, replaced 110
competitive products with Xerox's Document Centre digital
multifunction systems.

     --  Xerox completed new and expanded contracts with major
print-for-pay and commercial printers, including agreements with
Office Depot and Kinko's that combined call for the placement of
more than 3,000 products over the next 18 months.

     --  Dow Chemical Company called upon Xerox to develop a
digital imaging solution that helps to eliminate multiple
collections of materials. Since Xerox created a database that
includes Dow's research materials dating back to 1937, access by
Dow's scientists and strategic partners has quadrupled.

Worldwide employment declined 1,600 in the third quarter to
69,900 as the company continued to make progress in capturing
additional cost-reduction opportunities.

Research and development spending was 6 percent of revenue,
reflecting Xerox's commitment to fostering innovation in its
three key markets: office, production and services.

Commenting on the fourth quarter, Mulcahy said, "While we expect
that economic uncertainty will continue to impact year-over-year
revenue results, total revenue in the fourth quarter will
continue to trend positively, largely driven by significant
equipment sales improvement due to new product launches.
Enhanced business model improvements will strengthen our bottom
line, delivering strong full-year profitability."

XETEL CORP: Seeks Court's Nod to Hire Hohman Taube as Counsel
Xetel Corporation asks for permission from the U.S. Bankruptcy
Court for the Western District of Texas to employ Hohman,
Taube & Summers, LLP as its counsel under a general retainer.

Hohman Taube will:

  a) advise the Debtor as to its rights and responsibilities;

  b) take all necessary action to protect and preserve the
     estate of the Debtor including, if necessary, the
     prosecution of action or adversary or other proceedings on
     the Debtors' behalf;

  c) develop, negotiate and promulgate the Chapter 11 plan for
     the Debtor and prepare the discharge statement;

  d) prepare on behalf of the Debtor all necessary applications,
     motions, and other pleadings and papers in connection with
     the administration of the estate; and

  e) perform all other legal services required by the Debtor in
     connection with this Chapter 11 case.

Aside from reimbursement of necessary expenses, the Debtor will
compensate Hohman Taube at its current and customary hourly

          Attorneys      $135 to $325 per hour
          Paralegal      $ 75 to $ 80 per hour

XeTel Corporation filed for chapter 11 protection on October 21,
2002. Mark Curtis Taylor, Esq., at Hohmann & Taube LLP represent
the Debtor in its restructuring efforts. When the Company filed
for protection from its creditors, it listed $37,733,000 in
total assets and $34,271,000 in total liabilities.

* BOOK REVIEW: Jacob Fugger the Rich: Merchant and Banker of
               Augsburg, 1459-1525
Author:  Jacob Streider
Publisher:  Beard Books
Hardcover:  227 pages
List Price:  $34.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at  

Quick, can you work out how much $75 million in sixteenth
century dollars would be worth today?  Well, move over Croesus,
Gates, Rockefeller, and Getty, because that's what Jacob Fugger
was worth.

Jacob Fugger was the chief embodiment of early German
capitalistic enterprise and rose to a great position of power in
European economic life. Jacob Fugger the Rich is more than just
a fascinating biography of a powerful and successful
businessman, however. It is an economic history of a golden age
in German commercial history that began in the fifteenth
century. When the book was first published, in 1931, The Boston
Transcript said that the author "has not tried to make an
exhaustive biography of his subject but rather has aimed to let
the story of Jacob Fugger the Rich illustrate the early
sixteenth century development of economic history in which he
was a leader."

Jacob Fugger's family was one of the foremost family in Augsburg
when he was born in 1459. They got their start by importing raw
cotton, by mule, from Mediterranean ports. They later moved into
silk and herbs and, for a long while, controlled much of
Europe's pepper market.

Jacob Fugger diversified into copper mining in Hungary and
transported the product to English Channel and North Sea ports
in his own ships. A stroke of luck led to increased mining
opportunities. Fugger lent money to the Holy Roman Emperor
Maximilian I to help fund a war with France and Italy. Mining
concessions were put up as collateral. The war dragged on, the
Emperor defaulted, and Fugger found himself with a European
monopoly on copper.

Fugger used his extensive business network in service of the
Pope. His branches all over Europe collected payments due the
Vatican and issued letters of credit that were taken to Rome by
papal agents. Fugger is credited with creating the first
business newsletter. He collected news of evolving business
climate as well as current events from his agents all across
Europe and distributed them to all his branches.

Fugger's endeavors wee not universally applauded. The sin of
usury was still hotly debated, and Fugger committed it
wholesale. He was sued over his monopoly on copper.  He was
involved in some messy bribes in bringing Charles V to the
throne. And, his lucrative role as banker in the sale of
indulgences, those chits that absolve the buyer of sin, raised
the ire of Martin Luther himself. Luther referred to Fugger
specifically in his Open Letter to the Christian Nobility of the
German nation Concerning the Reform of the Christian Estate just
before being excommunicated in 1521. Fugger went on, however, to
fund Charles V's war on Protestanism and became even richer.

Fugger built many churches and buildings in Augsburg. He was
generous to the poor and designed the world's first housing
project. These buildings and lovely gardens, called the
Fuggerei, are still in use today.

A New York Times reviewer said that Jacob Fugger the Rich, a
book "concerned with the most famous, most capable, and most
interesting of all [the members of the Fugger family] will be as
interesting for the general reader as for the special student of
business history." This observation is just as true today as in
1931, when first made.

Jacob Streider was a professor of economic history at the
University of Munich.


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

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

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 Go 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
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The TCR subscription rate is $625 for 6 months delivered via e-
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                *** End of Transmission ***