TCR_Public/021029.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, October 29, 2002, Vol. 6, No. 214    

                          Headlines

ADELPHIA COMM: Options Delisted from Philadelphia Stock Exchange
AES CORPORATION: Attempts to Beat the Refinancing Curve
AGERE SYSTEMS: Richard L. Clemmer and Krish Prabhu Joining Board
AMES DEPT.: Wins Nod to Implement Wind-Down Employee Program
ANC RENTAL: Consolidating Operations at Hartsfield-Atlanta

ASPECT COMMS: S&P Keeping Watch on Lower-B and Junk Ratings
ASSET SECURITIZATION: S&P Junks Class B-6 Pass-Through Certs.
ASSOCIATED MATERIALS: Will Publish Q3 2002 Results on Friday
BELL ACTIMEDIA: S&P Rates Corp. Credit & Sr. Secured Debt at BB-
BESTNET COMMUNICATIONS: Semple & Cooper Airs Going Concern Doubt

BETHLEHEM STEEL: PECO Wants Prompt Decision on Rate Contracts
CMS ENERGY: Closes Sale of Oil & Gas Assets in Colombia to CEPSA
CLEARLY CANADIAN: Launches Private Placement of Debenture Units
COMDISCO INC: Davidson Kempner, et. al. Disclose 9% Equity Stake
CONTOUR ENERGY: Cash Collateral Use Extended Until December 27

COVANTA ENERGY: Wants Exclusive Period Extended Until March 27
CREDIT STORE: Committee Taps Baker & McKenzie as General Counsel
DLJ MORTGAGE: Fitch Affirms Low-B Ratings on Classes B-3 and B-4
DOW CORNING: Reports Improved Profitability for Third Quarter
ENRON CORP: Court Okays Sale of LNG-Pipeline Assets to Tractebel

EOTT ENERGY: Turns to Glass & Associates for Financial Advice
FIRST PROFESSIONALS: S&P Hatchets Ratings to BBpi from BBBpi
FOUNDATION RESERVE: S&P Junks Ratings Over Low Current Liquidity
FRIENDLY ICE CREAM: Will Hold Q3 Conference Call on Thursday
FRISBY TECHNOLOGIES: Considering Potential Merger or Asset Sales

GENTEK INC: Wants to Pay $3 Mill. in Prepetition Shipping Claims
GENUITY INC: Secures Another Two-Week Standstill from Lenders
GLOBAL CROSSING: Files Amended Disclosure Statement in New York
GMAC COMMERCIAL: Fitch Junks Ratings on Class M and N Notes
GS MORTGAGE: Fitch Ratchets Low-B Class E & F Ratings Up A Notch

HORSEHEAD INDUSTRIES: Committee Gets Nod to Hire Blank Rome
HYPERTENSION DIAGNOSTICS: Noteholders Waive Registration Default
HYSEQ PHARMACEUTICALS: Working Capital Deficit Widens to $3 Mil.
INTERLIANT: Seeking Open-Ended Lease Decision Period Extension
KMART CORP: Wants to Assume Consignment Pact with M. Fabrikant

KNOLOGY BROADBAND: Georgia Court Confirms Prepack. Reorg. Plan
LB COMMERCIAL: Fitch Affirms Low-B and Junk Ratings on Six Notes
LLS CORP: Goldsmith Closes Asset Sale to Precise Tech. For $130M
LODGIAN: Wins Approval to Implement Management Incentive Program
LOGIMETRICS INC: Board Appoints Recognition Group as Liquidator

LTV CORP: Gets Go-Signal to Abandon Interest in 6 Foreign Units
METALS USA: Asks Court to Estimate Unliquidated Foam Claims
MIM CORP: Working Capital Deficit Tops $7.5 Million at June 30
NATIONAL STEEL: Transferring Donner-Coke Plant to Steelfields
NEXTEL COMMS: Retires $1.5B in Debt & Preferred Securities in 3Q

NORTEK INC: Look for Third Quarter Earnings Results Today
NOVEX SYSTEMS: Independent Auditors Express Going Concern Doubt
NTL: Committee Taps Quest to Render Advice re Euroco Business
OGLEBAY NORTON: Raises $75 Million in Private Transaction
ONLINE GAMING: Sets Annual Shareholders' Meeting for November 21

O'SULLIVAN INDUSTRIES: 1st Quarter Conference Call Set for Today
OWENS CORNING: Sues AT Plastics et. al. to Recover Transfers
PANACO: Committee Turns to Petrie Parkman for Financial Advice
PPM AMERICA: Fitch Junks Class A-3 and B Notes' Ratings
PREMIUM STANDARD: S&P Affirms BB Credit & Sr. Unsecured Ratings

PRIMUS TELECOMMS: Brener Int'l Discloses 4.2% Equity Stake
RED BUTTE ENERGY: Canglobe Dev't Acquires Controlling Interest
RELIANCE GROUP: Liquidator Sues Deloitte & Touche and J. Lommele
RUSSIAN TEA ROOM: Asks Court to OK Access to $400K DIP Financing  
SAFETY-KLEEN: Wants to Renew National Union Insurance Program

SINCLAIR BROADCAST: S&P Rates $125MM Sr. Subordinated Notes at B
STAR MULTICARE: Holtz Rubenstein Issues Going Concern Opinion
STARWOOD HOTELS: Reports Improved Results for Third Quarter 2002
SUMMIT CBO: Fitch Junks Ratings on Class B, C & D-1 Notes
UNIFORET INC: Red Ink Continues to Flow in Third Quarter 2002

US AIRWAYS: S&P Puts Non-Defaulted Ratings on Watch Developing
U.S. CAN CORP: Balance Sheet Insolvency Widens to $263 Million
USG CORPORATION: Dean Trafelet Proposes Amended CIBC Agreement
VSOURCE INC: Completes Sale of Securities for $7.5 Million
WILLIAMS COMMS: Fitch Rates Senior Secured Bank Facility at B

WORLDCOM INC: Court Approves Proposed Claims Settlement Protocol
W.R. GRACE: Dec. 2 Trial Date Set for Fraudulent Transfer Suits
YOUTHSTREAM INC: Fails to Comply with Nasdaq Listing Guidelines

                          *********

ADELPHIA COMM: Options Delisted from Philadelphia Stock Exchange
----------------------------------------------------------------
The Philadelphia Stock Exchange sought and obtained permission
from the Securities and Exchange Commission, pursuant to Section
12(d) of the Securities Exchange Act of 1934 and Rule 12d2-2(c),
to strike from listing and registration on the Philadelphia
Stock Exchange the call and put option contracts issued by the
Options Clearing Corporation with respect to Adelphia
Communications Corp.'s securities.

Philadelphia Exchange Rule 1010 provides generally that,
whenever the Exchange determines that an underlying security
previously approved for option transactions on the Exchange
should no longer be approved, whether because it does not meet
the standards for continued approval or for any other reason,
the Exchange will not open any additional options series of that
class for trading, and may take steps thereafter to prohibit
opening purchase transactions in options series of that class
previously opened to the extent it deems these actions
appropriate.  When an underlying security becomes no longer
approved for option transactions, the Exchange may apply to
strike the related option contracts from listing and trading
once all option contracts have expired.  Under this provision,
the Philadelphia Exchange has determined to strike from listing
and trading the call and put options issued by the Options
Clearing Corp. relating to the common stock of ACOM. (Adelphia
Bankruptcy News, Issue No. 21; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


AES CORPORATION: Attempts to Beat the Refinancing Curve
-------------------------------------------------------  
Standard & Poor's believes that the largest credit concern in
the energy merchant sector today is liquidity and refinancing
risk. Recently, Standard & Poor's estimated the volume of
refinancing needs in the sector to be about $30 billion to $50
billion between now and 2006. As energy companies struggle with
upcoming maturities, they are being forced to pay higher
interest rates, offer security, or both.

U.S.-based electricity provider AES Corp., is no exception, and
is one of the first of many players that will be forced to
address these concerns. Its recent announcement of a proposed
bank/bond transaction that would lock up virtually its entire
asset base as security in exchange for pushing off nearly all of
its upcoming debt maturities through 2005, is indicative of
industry challenges. AES' near-term parent level maturities
include:

     - $300 million senior unsecured note due December 2002,
     - $850 million revolving credit facility due March 2003,
     - $200 million senior unsecured note due June 2003,
     - $425 million term bank loan due August 2003, and
     - $262.5 million secured equity linked bank loan due
       October 2003.

AES is offering $350 million in senior secured exchange notes
coupled with a $1.6 billion senior secured bank facility. The
securities will refinance all of this outstanding debt, and are
secured by all of AES' equity in its domestic businesses and 65%
of its equity in its foreign businesses. In addition, some
proceeds from asset sales are committed to paying down the bank
facility and exchange notes. The transaction is contingent on
75% participation by the unsecured noteholders in the exchange
offer.

The $350 million exchange notes will be used to refinance the
unsecured notes coming due. AES is offering 50% of face value
($150 million) at closing in cash and 50% of face value ($150
million) in the senior secured exchange note for the $300
million senior unsecured notes due December 2002. AES is
offering 100% of face value in the new exchange notes for the
$200 million senior unsecured notes due June 2003. The new
exchange notes would mature in December 2005.

The $1.6 billion senior secured bank facility would refinance
the revolving credit facility and bank loans. The bank facility
would include a number of tranches. There would be a $500
million senior secured revolver and a $350 million term loan
facility that would refinance the current $850 million revolving
credit facility due in March 2003. There would be an additional
o52.25 million letter of credit that was previously outside of
the revolver and would now be included in this new facility.
Also, there would be a $425 million term loan facility that
refinances the $425 million bank term loan due August 2003, and
a $262.5 million bank term loan facility that refinances the
$262.5 million secured equity linked bank loan due October 2003.
The bank facilities would mature at the earliest of three years
after close, shortly before the exchange notes, or June 2005, if
a $150 million junior subordinated unsecured note due in June
2005 has not been refinanced. The bank facility would allow for
an additional $225 million in secured debt.

AES had been hoping to pay down some of these maturities as they
came due out of operating cash flow and from asset-sale
proceeds. When the proposed transactions were announced,
Standard & Poor's lowered its corporate credit rating on AES to
'B+' from 'BB-', reflecting lower-than-expected operating cash
flow and slower-than-expected progress on asset sales, resulting
in AES needing to refinance rather than pay off these
maturities. Apparently, banks are uncomfortable with the idea of
some creditors being paid while they wait. The 'B+' rating is in
line with Standard & Poor's expected cash flow compared with
AES' debt burden. AES' corporate credit rating is on CreditWatch
with negative implications because the rating could fall
precipitously if AES were unable to execute this transaction.

Standard & Poor's preliminary 'BB' rating on the bank loan and
exchange notes is two notches above the corporate credit rating.
This reflects Standard & Poor's high degree of confidence that
the collateral package provides enough value for lenders to
realize 100% recovery in a likely default or stress scenario.
This rating assumes that a bankruptcy court would give priority
to the secured creditors in a bankruptcy. The preliminary rating
would become final when the transaction closes and Standard &
Poor's receives final documentation.

The successful execution of this transaction would give AES
much-needed flexibility by eliminating the immediate liquidity
pressure and pushing out any substantial maturities until 2005.
The reliance on bank financing could present risks as banks may
exert increasing control over AES' financing and operations if
AES is unable to execute its deleveraging plans. Bank facility
terms have yet to be finalized, but it is likely that there will
be covenants that include cash maintenance requirements and
asset sale targets that could restrict AES' control over cash
outflows to and from subsidiaries, or affect AES' ability to pay
dividends to preferred holders.

Excessive debt, aggressive expansion in Latin America, weak
power markets in the U.S. and the U.K., and a difficult capital
markets environment have all hurt AES and its contractual
counterparties, resulting in their current situation. Over the
past several months, AES has taken steps to shore up its balance
sheet and strengthen its liquidity. In February 2002, AES began
to scale back its construction plans, reducing capital
expenditures from a planned $1.2 billion in capital expenditures
in 2002 to about $800 million. Also, AES has embarked on an
asset sale program whose goal is to raise a total of $1 billion
to $1.5 billion. AES has a contract to sell CILCORP Inc., to
Ameren Corp., which is expected to raise $510 million, and AES
has sold NewEnergy Inc., a retail electricity seller, raising
$260 million. AES will need to continue to execute on its asset
sale program and pay down debt to stabilize its rating. As
assets are sold and debt is paid down, the rating could change,
reflecting a revised cash flow profile and debt burden.

If AES successfully executes this transaction, it would put its
refinancing issues temporarily behind it and will either sink or
swim based on its ability to successfully execute asset sales
and generate cash flow to pay down the secured debt. By pledging
its entire asset base, AES will have given nearly all it has to
offer for future financing needs. However, they will have bought
much-needed time to delever to a more manageable capital
structure, a necessary move to allow AES to regain capital
markets access.  

DebtTraders reports that AES Corporation's 9.375% bonds due 2010
(AES10USR1) are trading at 38 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AES10USR1for  
real-time bond pricing.


AGERE SYSTEMS: Richard L. Clemmer and Krish Prabhu Joining Board
----------------------------------------------------------------
Krish Prabhu, a partner with Morgenthaler Venture, and Richard
L. Clemmer, president, CEO and chairman of PurchasePro, would
join Agere Systems' (NYSE: AGR.A, AGR.B) board of directors.  
Clemmer will join the board immediately, while Prabhu will
become a board member effective January 1, 2003.

Prior to joining Morgenthaler, Prabhu held a number of key
positions at Alcatel, including his role as the chief operating
officer of Alcatel worldwide and as the CEO of Alcatel USA.  
Prabhu also previously served as the head of R&D at Rockwell
International's Network Systems Transmission Division. In his
current position at Morgenthaler, a venture capital and buyout
firm based in Menlo Park, Calif., Prabhu focuses on the firm's
telecommunications investments.

Clemmer's experience includes his tenure at Texas Instruments,
where he served as the senior vice president and chief financial
officer of the company's Semiconductor Group.  In this role, he
spearheaded the company's joint ventures with firms like
Hewlett-Packard and Hitachi.  Clemmer served as the executive
vice president and chief financial officer of Quantum Corp
before joining PurchasePro in 2001.  PurchasePro, which is based
in Las Vegas, Nev., provides electronic procurement and
strategic sourcing solutions to businesses worldwide.  In
September, the company announced its intention to sell
substantially all its assets to Perfect Commerce Inc.

"We are delighted that we are adding to our board two highly
regarded executives with strong management experience and solid
industry expertise," said John Dickson, president and chief
executive officer, Agere Systems. "Krish and Rick have played
strategic roles at major public companies and bring more than 20
years of business knowledge to Agere's board.  Their unique
perspective, particularly Krish's operational insights and
Rick's financial background, will be invaluable as we work to
grow our business in a dynamic and challenging environment."

Prabhu holds a bachelor's degree in physics from Bangalore
University (India), a master's in physics from the Indian
Institute of Technology (Bombay, India), as well as a master's
and doctorate in electrical engineering from the University of
Pittsburgh.  Clemmer holds a bachelor's degree in business
administration from Texas Tech University and a master's in
business administration from Southern Methodist University in
Dallas.

Other members of the Agere board include Dickson; Rajiv L.
Gupta, CEO of Rohm and Haas Co.; Rae F. Sedel, managing director
of Russell Reynolds Associates; and John A. Young, former
president and CEO of Hewlett-Packard. H.A. Wagner, former
president and CEO of Air Products and Chemicals, is the chairman
of the board.

Agere Systems is a premier supplier of advanced integrated
circuit solutions that access, move and store network
information.  Agere's access portfolio includes Agere's IC
solutions form the building blocks for a broad range of
communications and computing applications.  The company is the
leader in providing storage solutions for hard disk drives with
its read-channel chips, preamplifiers and system-on-a-chip
solutions, and the number-two provider of Wi-Fi solutions for
wireless LAN applications.  For network equipment providers,
Agere is a leading supplier of ICs for wired communications,
network switching and access and ATM and SONET/SDH solutions. In
addition, Agere is the number-two supplier of application-
specific ICs (ASICs) for communications applications. More
information about Agere Systems is available from its Web site
at http://www.agere.com

                         *    *    *

As reported in the June 4, 2002 edition of Troubled Company
Reporter, Standard & Poor's assigned a 'B' rating to Agere
Systems Proposed $220 million Convertible Notes.


AMES DEPT.: Wins Nod to Implement Wind-Down Employee Program
------------------------------------------------------------
The Union of Needletrades Industrial and Textile Employees,
Local 624 doesn't like Ames Department Stores, Inc.'s proposed
wind-down compensation program to the extent that it overrides
the severance provisions of a collective bargaining agreement
with Ames Merchandising Corporation, which took effect on
January 1, 2001 and will expire on December 31, 2003.

UNITE Local 624 is the collective bargaining representative of
unit employees in the Debtors' warehouse/distribution center
located at Mansfield, Massachusetts.  The unit consisted of 230
persons performing ticketing, packing, shipping and related
general warehouse services supporting the Debtors' retail stores
in Eastern Massachusetts and adjacent states.  The Mansfield
facility ceased operations on September 20, 2002.

John F. McMahon, Esq., at Angoff, Goldman, Manning, Wanger &
Hynes, P.C. in Boston, Massachusetts, contends that, "until a
debtor or trustee rejects a collective bargaining agreement
through the steps established, [Ames] must abide by the
agreement's terms."  Mr. McMahon tells the Court that the
Mansfield bargaining unit's population is 1% of the class.
Therefore, the enforcement of their collectively bargained
severance benefits will not impair or frustrate adequate
recoveries for the creditors or impair Debtors' wind-down.

According to Mr. McMahon, the Ames/Local 624 collective
bargaining agreement provides that in the event that the Debtors
decide to permanently close the Mansfield warehouse or the
Jewelry unit, any union member whose employment is terminated
will receive a severance allowance in accordance with this
schedule:

             Length of Service            Payment
             -----------------            -------
             Less than 6 months            1 week

             6 months - 12 years           1/2 week per year
                                           minimum 2 weeks/
                                           maximum 6 weeks

             13 years or more              7 weeks

A week's severance allowance will be determined based on the
employee's average regular hours, up to a maximum of 40, at the
employee's regular rate of pay as of the date of termination.  A
year's entitlement will be determined as a full 12 months of
service based on the employee's service date.

                          Debtors Reply

Martin J. Bienenstock, Esq., at Weil, Gotshal & Manges LLP,
clarifies that the Debtors are not asking that any obligations
under the Collective Bargaining Agreement be discharged.  Nor
are the Debtors asserting that the terminated employees will
never receive more than 40% of their severance.  On the
contrary, Mr. Bienenstock explains, the Motion merely
acknowledges that the Debtors may not pay more than 40% of the
severance to terminated employees at this time.

"At some point, the Debtors hope to complete the severance
payments to terminated employees so as to equal the same
percentage recovery as other administrative expense creditors,"
Mr. Bienenstock tells Judge Gerber.

                           *     *     *

Accordingly, Judge Gerber permits the Debtors to implement the
Wind-Down Severance, Retention, and Incentive Program.

         Four Components Under the Wind-Down Severance,
                 Retention, and Incentive Program

A. Severance Pay Program

   The accrued vacation and severance payments covers 21,000
   store-level employees, home office employees, and field staff
   terminated on or after August 14, 2002.  This Program
   provides that employees will initially receive:

       (a) 100% of their accrued vacation; and

       (b) a severance payment equal to:

             (i) 40% of their severance amount calculated based
                 on the Debtors' historical severance policy for
                 non-officers; and

            (ii) 25% of their severance amount calculated based
                 on the Debtors' historical severance policy or
                 contracts, where applicable, for officers.

   The aggregate amount of payment obligations under the
   Severance Pay Program will not exceed $25,600,000.  However,
   it was noted that:

   -- to the extent of the estate's financial capacity, at the
      conclusion of the wind-down process, participants to this
      Program will ultimately receive severance and vacation
      payments up to the full amount due pursuant to the
      Debtors' current severance plan or by contract, not to
      exceed $56,800,000 in total;

   -- to the extent the estate is administratively insolvent,
      the Participants will receive less than the full amount
      due to them.  However, they will receive their pro rata
      portion of obligations due under the Severance Pay Program
      and will be treated as having allowed claims for any
      unpaid balance; and

   -- should additional severance payments be made, those
      officers who initially received 25% of severance will
      first be brought to the 40% level before additional pro
      rata payments are made to other participating employees.

B. Key Employee Retention Program

   This Program provides for cash payments to 120 Key Employees
   in the form of enhanced base salary, calculated on a weekly
   basis, commencing on November 1, 2002.  These 120 Key
   Employees are considered the Debtors' wind-down team and work
   in areas like:

* Asset Protection  * Finance      * Information Technology

* Human Resources   * Real Estate  * Legal

   -- for salaried employees, compensation under this Program
      will be one week's base salary for each week worked during
      the wind-down period; and

   -- for hourly employees, compensation under the Program will
      be 1/2 week's base salary for each week worked during the
      wind-down period, not to exceed a 40-hour work week.

   Retention Payments will vest upon the earlier of:

      (a) employment termination, other than for cause; or

      (b) completion of the wind-down period.

   Payments will be made upon termination.

   Any Key Employee who voluntarily leaves the Debtors' employ
   prior to his release date will forfeit his rights under the
   Key Employee Retention Plan and Severance Pay Program.  But
   if a Key Employee is released by the Debtors for any reason
   other than cause prior to his original release date, that Key
   Employee will be paid his severance and retention award
   earned to the earlier release date.  The Key Employee will
   receive half of the retention amount that would have been
   earned for the period not actually worked.  The base pay
   would not continue but would cease at the termination date.

   Under this Program, Key Employees, if any, who are asked to
   stay beyond August 31, 2003 will be entitled to receive on
   September 1, 2003 half of the amount of Retention Payment
   then accrued.  The balance of the Retention Payment will be
   payable when the Key Employee's services are no longer
   required and employment is terminated by the Debtors.

   To the extent applicable, the Debtors will ensure that the
   Key Employees retained after November 1, 2002 will continue
   to receive their medical benefits or have available
   substantially similar medical benefits to those that were in
   effect prior to August 14, 2002.  In addition, those officers
   terminated whose contracts entitle them to one year of
   continued medical benefits will have the right to similar
   medical benefits as provided in their respective employment
   agreements.

C. Performance Incentive Program

   The Performance Incentive Program is designed for a limited
   number of Key Employees to provide additional incentive
   awards to maximize the recovery for unsecured claimholders.
   The Program will provide for a pool of funds based on the
   expected recovery percentage for administrative and general
   unsecured creditors.  The pool will be administered solely by
   the President of Ames Department Stores, Inc., who will
   determine what awards are to be made subject to agreed upon
   targets and goals to be set by the Committee.  The program
   will be submitted for Court approval as promptly as possible.

D. Key Management Executives Program

   Key management employees will be guaranteed to receive a
   minimum of one year's base salary plus a retention bonus
   equal to an additional year's base salary, regardless of the
   date on which they are terminated.

   The key management employees are:

   -- Rolando de Aguiar, President of Ames Department Stores

      Mr. de Aguiar's employment is guaranteed for a minimum of
      one year commencing September 1, 2002.  Upon termination,
      other than for cause or voluntary resignation, Mr. de
      Aguiar's severance arrangement will be the greater of:

      (a) 25% of the severance to which he is currently entitled
          pursuant to his Employment Agreement with the Debtors
          dated March 23, 1999, as amended; or

      (b) the level of severance paid to other officer-level
          executives.

      Mr. de Aguiar also will be paid Retention Payments on a
      weekly basis.

      Additionally, Mr. de Aguiar will be entitled to an
      incentive payment based on the Debtors' expected recovery
      percentage, to be determined based on objectives to be set
      by the Committee.  This incentive payment will be separate
      and apart from the pool of funds to be established.  Mr.
      de Aguiar will not participate in the Performance
      Incentive Program.

      Mr. de Aguiar's outstanding loan with the Company -- as of
      September 1, 2002, with a balance of $106,857.17 plus
      principal and interest -- will be amortized and forgiven
      over a one-year period commencing September 1, 2002.  Any
      and all tax consequences as a result of loan forgiveness
      will be the sole obligation of Mr. de Aguiar.  Should Mr.
      de Aguiar's employment be terminated for cause or as a
      result of his voluntary resignation, any then outstanding
      loan balance will become due and payable.

   -- David H. Lissy, Esq., Senior Vice President and General
      Counsel of Ames Department Stores, Inc.

      Mr. Lissy's employment is guaranteed for a minimum of one
      year, commencing on November 1, 2002.  He will be paid
      Retention Payments on a quarterly basis based on the weeks
      worked each quarter.  Upon termination, other than for
      cause or voluntary resignation, Mr. Lissy's severance
      arrangement will be the greater of:

      (a) 25% of the severance to which he is currently
          entitled; or

      (b) the level of severance paid to other officer-level
          executives.

      Mr. Lissy will participate in the Performance Incentive
      Program.

   -- Joseph Ettore, Chairman and CEO

      Effective November 3, 2002 through November 2, 2003, Mr.
      Ettore will become a consultant to the Debtors.  He will
      provide services as required at a $160,000 fee for one
      year, payable monthly.  The Debtors will be entitled to
      apply those monthly payments to offset Mr. Ettore's
      outstanding loans.  The amount of his loans outstanding as
      of September 1, 2002, including principal and interest, is
      $169,678.

      Through November 3, 2003, Mr. Ettore will also be entitled
      to receive medical benefits substantially similar to those
      to which he was entitled pursuant to the Employment
      Agreement dated as of June 1, 1998, as amended.

      Beginning November 3, 2002, Mr. Ettore will be entitled to
      severance equal to the greater of:

      (a) 25% of the severance to which he is entitled pursuant
          to his Employment Agreement; or

      (b) the level of severance paid to other officer-level
          executives. (AMES Bankruptcy News, Issue No. 27;
          Bankruptcy Creditors' Service, Inc., 609/392-0900)


ANC RENTAL: Consolidating Operations at Hartsfield-Atlanta
----------------------------------------------------------
ANC Rental Corporation wants to operate both National and Alamo
from a single location.  Thus, the Debtors seek the Court's
authority to:

-- reject the Alamo Concession Agreement, and

-- assume the National Concession Agreement and assign it to
   ANC Rental Corporation.

The agreements relate to the operation of the two brand names at
the William B. Hartsfield-Atlanta International Airport in
Atlanta, Georgia.  The agreements were entered into by the
Debtors and Atlanta City.

Bonnie Glantz Fatell, Esq., at Blank Rome Comisky & McCauley
LLP, in Wilmington, Delaware, informs the Court that to date,
National owes Atlanta City $315,254 in prepetition obligations
while Alamo owes $284,316.  There are no postpetition expenses
outstanding for either Alamo or National.

In exchange for Atlanta City's consent to the proposed
consolidation, the Debtors agreed to increase its Minimum Annual
Guarantee Payment under the terms of the National Concession
Agreement from $1,222,800 to $1,972,800.  The Debtors also
agreed to pay the amounts outstanding under the Alamo Concession
Agreement.

ANC will enter into interim agreements with the other rental car
companies at the Atlanta Airport, to commence on January 1,
2003, and will terminate on the date of occupancy of the new
consolidated rental car facility at the Atlanta Airport.

Aware that Alamo still shows in its records unamortized costs
for its service facility at the Atlanta Airport, Atlanta City
agrees to make a reasonable effort to re-let the service
facility leased to Alamo pursuant to the Alamo Concession
Agreement.  Upon re-letting the service facility, Atlanta City
will facilitate a discussion between the Debtors and any new
tenant of the premises on the new tenant's willingness to
reimburse the Debtors for Alamo's unamortized costs of
improvements for the service facility.

Ms. Fatell tells the Court that approval of the request will
result in savings exceeding $4,768,000 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)


ASPECT COMMS: S&P Keeping Watch on Lower-B and Junk Ratings
-----------------------------------------------------------
Standard & Poor's Rating Services placed its single-'B'
corporate credit and triple-'C'-plus subordinated debt ratings
on Aspect Communications Corp., on CreditWatch with negative
implications. The action followed the announcement made by
Aspect that it expects to take cash-based restructuring charges
when it releases its earnings results for the quarter ended
September 30, 2002.

The San Jose, California-based provider of call-center and
customer-relationship management software and consulting
services had $189 million of debt outstanding as of June 30,
2002.

Preliminary comments on results indicate that the company will
take a $24 million restructuring charge to cover headcount
reductions, facilities consolidation, and asset write-downs.

"We are concerned that the cash-based portion of the charges,
combined with weakened operating performance, will negatively
affect liquidity," said Standard & Poor's credit analyst Joshua
G. Davis.

Aspect faces a potential cash liability of $154 million in
August 2003 from the put of its outstanding convertible bond.
The company indicated that cash balances were approximately $145
million, net of a $7 million portion of the $24 million charge,
as of Sept. 30, 2002, and the company currently has access to an
undrawn $25 million revolving bank line.

Standard & Poor's will other accounting actions Aspect is
considering, including potential prior-period revenue and cost
restatements and asset write-downs, to determine if there are
any credit implications.


ASSET SECURITIZATION: S&P Junks Class B-6 Pass-Through Certs.
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class
B-6 of Asset Securitization Corp.'s commercial mortgage pass-
through certificates series 1997-D4 to triple-'C' from single-
'B'-minus.

Concurrently, all other rated classes in this transaction are
affirmed.

The lowered rating reflects deterioration in class B-6's credit
enhancement to 1.12% from 1.50% at issuance. Further
deterioration is expected upon the liquation of the sole REO
asset in the pool.

The affirmations reflect adequate credit enhancement for the
current rating levels, the increased weighted average debt
service coverage of the pool, and the defeasance of 10% of the
mortgage pool. These positive characteristics are offset by a
watchlist that represents one-fifth of the pool by balance and
contains two of the top 10 loans.

As of the October 2002 distribution date, there are no
delinquent loans. The aforementioned REO asset is a 144-room
Ramada Inn in Nashville Tenn. The asset became REO in October
2001. The REO has a current outstanding balance of $2 million,
and has a total outstanding exposure of $2.5 million. Standard &
Poor's expects a significant loss upon disposition. Since
issuance, six loans have liquidated or had a discounted payoff.
The cutoff balances of the six mortgage loans represented 2.7%
of the pool balance at securitization. The weighted average loss
severity of the liquidated loans was 19.4%.

The certificates are collateralized by a pool of 116 mortgage
loans with an aggregate balance of $1.3 billion, down from 122
loans at securitization with an aggregate balance of $1.4
billion. The servicer, CapMark Services L.P., provided year-end
2001 net operating income data for 97.9% of the pool (excluding
defeased loans). Based on this information, Standard & Poor's
calculated the WADSC to be 1.71 times. Trailing 12-month
information was provided for the same percentage of the pool.
The TTM WADSCR was calculated as 1.70x. This compares favorably
to the 1.42x pool WADSCR reported at securitization, as well as
the WADSCR of the outstanding non-defeased loans at issuance,
1.41x. However, 8.7% of the pool reported TTM debt service
coverage (DSC) of less than 1.10x.

The pool largely consists of hyperamortizing loans, at 96.6%.
The balance is fully amortizing. All of the loans bear fixed
interest rates, with a weighted average coupon of 8.16%, down
from 8.66% at issuance. The next anticipated repayment date is
Nov. 11, 2003. The related loan, representing (0.33% of the
pool) reflected a TTM DSC of 1.98x at March 2002.

Forty seven percent of the loans are secured by properties
located in multiple states. The balance of the loans is secured
by properties located in California (21%), New York (7%),
Massachusetts (6%), Florida (5%), and New Jersey (4%), with the
remainder secured by defeasance collateral. Significant property
concentrations include retail (34%), office (17%), hotel (14%),
and multifamily (13%).

The servicer's watchlist comprises 21 loans, which equates to
19% of the pool. The watchlist includes all specially serviced
assets (four), which equate to 2.5% of the pool. Significant
watchlist loans include:

     --  A $66 million loan (5.2%) secured by six office
buildings near Boston, Mass. It is the second largest loan in
the pool. The June 2002 TTM DSC declined to 1.06x from 1.40x at
December 2001. Year-end occupancy was reported at 55%. One of
the properties lost its sole tenant in September 2001, which
held all 217,500 square feet of the building. Another property,
which comprises 162,300 square feet, is 31% occupied.

     --  A $59 million loan (4.7%) secured by two Kmart
distribution warehouses. It is the fourth largest loan in the
pool. The June TTM DSC was 1.24x. The warehouses are in
operation and there are no subleases. Kmart has verbally
indicated to the borrower that the locations will not close, and
the loan is current. The only other known Kmart exposure in the
pool is a $5 million loan secured by a retail property in
Maryland. The lease has not been rejected for this property, in
which Kmart occupies 55% of gross leasable area. The loan is
current.

The balance of the watchlist appears because of debt service and
bankrupt tenant issues.

The specially serviced assets consist of the previously
mentioned REO and three other loans. The largest of these is a
$25 million loan (1.9%) secured by three factory outlet centers
in Arizona, Oregon, and Idaho. The borrower is an affiliate of
Prime Retail, a self managed REIT that has been experiencing
financial difficulties, which operates 40 outlet centers in the
U.S. and Puerto Rico. The overall coverage of the loan slipped
below 1.0x as of March 2002. The loan was then transferred to
the special servicer due to imminent default as well as the
borrower's indication to the servicer that he would seek an
alternative use for the Idaho property. The three properties'
DSC, based on allocated debt service, on a TTM basis at March
2002, were 1.17x, 1.79x, and .34x for the Arizona, Oregon, and
Idaho properties, respectively. The loan is current.

Although the second largest and fourth largest loans appear on
the servicer's watchlist, the WADSCR of the top 10 loans (based
on TTM NOI) is 1.55x, compared to 1.40x at origination. The DSC
excludes the largest loan in the pool, with a balance of $66.6
million, which has been defeased.

Standard & Poor's stressed the watchlist and specially serviced
loans. The resulting credit enhancement loans adequately
supported the lowered and affirmed ratings. Standard & Poor's
will continue to monitor these assets.

                         Rating Lowered

                    Asset Securitization Corp.
        Commercial mortgage pass-thru certs series 1997-D4

                       Rating
          Class     To         From       Credit Support (%)
          B-6       CCC        B-         1.12

                         Ratings Affirmed

                    Asset Securitization Corp.
         Commercial mortgage pass-thru certs series 1997-D4

          Class       Rating           Credit Support (%)
          A-1B        AAA              34.92
          A-1C        AAA              34.92
          A-1D        AAA              34.92
          A-6         BBB              14.98
          A-8         BBB-             11.65
          B-1         BB+              8.88
          B-2         BB               6.11
          B-3         BB-              5.00
          B-4         B+               3.34
          B-5         B                2.23


ASSOCIATED MATERIALS: Will Publish Q3 2002 Results on Friday
------------------------------------------------------------
Associated Materials Incorporated announced that its third
quarter earnings conference call will be held on Friday,
November 1, 2002, at 11 a.m. Eastern Time.  You are invited to
listen to the call, which is available for telephone dial-in and
will be broadcast live over the Internet.  Company President and
Chief Executive Officer Michael J. Caporale and Chief Financial
Officer D. Keith LaVanway will participate.  The earnings press
release will be issued the morning of the conference call.

     What:     Associated Materials Third Quarter Earnings
               Conference Call

     When:     November 1, 2002, at 11 a.m. ET

     Where:    Live over the Internet:  
               http://www.associatedmaterials.com
               Simply log on to
               http://www.associatedmaterials.com
               click on Investor Information, and then click on
               the Conference Call icon which will appear at the
               top of the Overview page and the top of the
               Calendar of Events page.

               Conference Call:  Dial in to: (866) 297-6399

     Contact:  Darlene Pecek  (330) 922-2033

If you are unable to listen to the live webcast, the call will
be available for replay on both the above website and at the
following number: (888) 843-8996 (Conference ID #6067454)
through November 8, 2002.

Associated Materials is a leading manufacturer of exterior
residential building products, which are distributed through 89
company-owned Supply Centers across the country.  The Company
produces a broad range of vinyl siding and vinyl window product
lines as well as vinyl fencing, vinyl decking and vinyl garage
doors.

                         *    *    *

As previously reported, Standard & Poor's revised the
CreditWatch implications on building products manufacturer
Associated Materials Inc.'s 'BB' corporate credit rating to
negative from developing. Ratings on Associated Materials were
placed on CreditWatch on December 20, 2001, following the
company's announcement that it was pursuing strategic
alternatives, including a possible sale of the company.

The revision of the CreditWatch implications stems from the
completion of Standard & Poor's review of the company's proposed
capital structure pending its sale to Harvest Partners Inc. The
transaction, valued at $468 million, will be financed with $296
million of cash and debt and $172 million of equity. If the
acquisition is completed as currently structured, Standard &
Poor's expects to lower its corporate credit rating on
Associated Materials Inc., to double-'B'-minus, reflecting a
more leveraged capital structure. The outlook will be stable.

In addition, Standard & Poor's expected to assign a single-'B'
rating to the company's proposed $165 million subordinated notes
due 2012 to be issued under Rule 144A with registration rights.
The company's existing $75 million 9-1/4% subordinated notes due
2008 are expected to be redeemed, and rating on these notes will
be withdrawn when the transaction closes.


BELL ACTIMEDIA: S&P Rates Corp. Credit & Sr. Secured Debt at BB-
----------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its double-'B'-minus
long-term corporate credit and senior secured debt ratings to
directories publisher Bell ActiMedia Inc.  At the same time, the
double-'B'-minus senior secured debt rating was assigned to the
company's C$1.64 billion bank facility, and the single-'B'
subordinated debt ratings were assigned to the Montreal, Quebec-
based company's C$600 million senior subordinated loans due
2012. The outlook is stable.

Bell ActiMedia's aggregate C$1.64 billion bank facility is rated
the same as the corporate credit rating. The facility is secured
by all the tangible and intangible assets of the company, which
include trademarks. Although the facility derives strength from
its secured position, under Standard & Poor's simulated default
scenario it is unclear that a distressed enterprise value would
be sufficient to fully cover the entire loan facility.

The bank loan and subordinated debt issue will be used to
partially fund Kohlberg Kravis Roberts & Co.'s and the Ontario
Teachers' Pension Plan Board's C$3.0 billion purchase price of
Bell ActiMedia from Bell Canada. As a part of the transaction,
BCE Inc., will acquire a 10% ownership interest in the new
company, while KKR will own 60% and OTPPB will own 30%.

"The ratings on Bell ActiMedia reflect the company's leading
market position as Canada's largest directory publisher, and its
strong brand equity and intellectual property ownership," said
Standard & Poor's credit analyst Linli Chee.

The ratings also take into consideration Bell ActiMedia's
predictable revenue and EBITDA stream, and its commitment to
maintaining a prudent capital structure through planned
deleveraging in the medium term. These positive factors are
mitigated by the company's moderate EBITDA base and limited
geographic focus outside of the provinces of Ontario and Quebec,
as well as by the low growth industry in which it operates.

With an annual circulation of 17 million, Bell ActiMedia
produces more than 209 revenue-generating directories, which
support a pro forma revenue and EBITDA base of C$612 million and
C$342 million, respectively. The company's customer base is
located mainly in Ontario and Quebec, where it has long
maintained market shares of 92% and 95%, respectively. Revenues
are derived from advertising dollars, representing a local
customer base of about 258,000 advertisers (or a 43.4%
penetration rate) consisting of small to midsize businesses. The
company also derives revenues from national accounts, Internet
directory advertising, and an ownership interest in Aliant
ActiMedia Inc., the dominant directories publisher in the
Atlantic provinces. Local businesses represent about 90% of
total print directory revenues, as directories tend to be their
only form of advertising. The predictable revenue stream
reflects high revenue renewal rates of around 87%.

With total debt to EBITDA at 6.25 times, pro forma leverage is
high for the current rating. Nevertheless, Standard & Poor's
expects internally generated funds will be applied toward
lowering total debt to EBITDA to around 5.05x by the end of
2004.


BESTNET COMMUNICATIONS: Semple & Cooper Airs Going Concern Doubt
----------------------------------------------------------------
BestNet Communications Corp., a Nevada corporation, (formerly
Wavetech International, Inc.) is currently conducting minimal
operations while actively pursuing the implementation of its
business  strategy of providing Internet telephony services.  
The Company has recorded net operating losses in each of the
previous eight years and does not anticipate realization of full
operations until its strategy is fully implemented.

In the Auditors Report of October 19, 2001, of Semple & Cooper,
LLP, of Phoenix, AZ, the auditors had this to say about the
Company: "[T]he Company has incurred significant losses from
operations, anticipated additional losses in the next year and
has insufficient working capital as of August 31,  2001 to fund
the anticipated loss. These conditions raise substantial doubt
as to the ability of the Company to continue as a going
concern."

Subsequent to August 31, 2001, the Company managed to raise an
additional $409,250, net of expenses for working capital
purposes.  With these funds management believes the Company has
sufficient capital to fund operations for a period of four to
six  months.  Management is in the process of arranging for
additional funding and a possible strategic partner.  However,
there is no certainty that such additional funding will be
available.

These conditions were raised in the fiscal year ended August 31,
2001, and reported to the SEC on October 16, 2002.


BETHLEHEM STEEL: PECO Wants Prompt Decision on Rate Contracts
-------------------------------------------------------------
In 1996, PECO Energy Company and Bethlehem Steel Corporation,
also known as Lukens, Inc., entered into a 10-year Special Rate
Contract for the provision of electric service to the Debtors'
two large industrial facilities in Coatesville and Conshohocken,
Pennsylvania.  Robert T. Barnard, Esq., at Thompson Hine LLP, in
New York, relates that the rate for electricity under the
Contract is below market rate.  Hence, the Debtors realized as
much as $22,574,993 in postpetition savings.

But despite the savings, Mr. Barnard notes that the Debtors
failed to pay a $2,126,088 prepetition obligation under the
Contract.  Thus, late fees at 2% per month continue to accrue on
the debt and already totals $464,167.

PECO would have been willing to forego the payment of adequate
assurance of payment in late 2001 if the Debtors immediately
agreed to assume the Special Rate Contract and promptly pay the
cure amount.  But the Debtors continue to refuse to make a
decision whether to assume or reject the Special Rate Contract.

Thus, PECO asks the Court to compel the Debtors to assume or
reject the Special Rate Contract.

Since the Debtors have already made payments of at least
$106,000,000 to certain prepetition creditors, Mr. Barnard tells
Judge Lifland that it is not unreasonable to require the Debtors
to assume or reject the Special Rate Contract at this time.  The
Debtors, Mr. Barnard notes, have had one full year to assess the
importance and value of the Special Rate Contract to their
ongoing business.

"If the Debtors indeed intend to reorganize, there is no
question that they will assume the Special Rate Contract," Mr.
Barnard says.  Otherwise, Mr. Barnard notes, it would be highly
inequitable to force PECO to continue to provide the Debtors
with substantial postpetition benefits, well in excess of the
prepetition amounts the Debtors owe to PECO.  Mr. Barnard
advises the Court that if the Debtors reject the Special Rate
Contract, PECO will assert an administrative expense claim for
the difference between the market rate and contract rate for the
postpetition period. (Bethlehem Bankruptcy News, Issue No. 24;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

Bethlehem Steel Corporation's 10.375% bonds due 2003 (BS03USR1),
DebtTraders reports, are trading at 7 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BS03USR1for  
real-time bond pricing.


CMS ENERGY: Closes Sale of Oil & Gas Assets in Colombia to CEPSA
----------------------------------------------------------------
CMS Energy Corporation (NYSE: CMS) -- whose senior unsecured
debt is currently rated by Fitch at B+ -- has closed the sale of
its oil and gas assets in Colombia to Compania Espanola de
Petroleos S.A. of Spain (CEPSA) for an undisclosed price.

The transaction is part of a previously announced sale of all of
CMS Energy's exploration and production business for
approximately $232 million. The closing marks the completion of
CMS Energy's exit from the oil and gas exploration and
production business.

Cash proceeds from the sale will be used to continue paying down
a $295.8 million revolving credit facility for CMS Energy due
March 31, 2003. In September, CMS Energy paid off a $150 million
CMS Enterprises term loan due in December 2002.

CMS Energy Corporation is an integrated energy company, which
has as its primary business operations an electric and natural
gas utility, natural gas pipeline systems, independent power
generation, and energy marketing, services and trading.

For more information on CMS Energy, please visit its Web site at
http://www.cmsenergy.com


CLEARLY CANADIAN: Launches Private Placement of Debenture Units
---------------------------------------------------------------
Clearly Canadian Beverage Corporation (TSX: CLV; OTCBB: CCBC)
announced a proposed private placement of debenture units,
raising gross proceeds of approximately $600,000. Each debenture
unit would consist of a secured convertible debenture in the
principal amount of $1,000 and 1,250 share purchase warrants of
the Company.

The debentures would be repayable after one year from closing,
subject to acceleration in the event of a default and subject to
the Company's right to prepay the debentures at any time.
Interest on the debentures would be calculated and payable
monthly in arrears at a rate of 10% per annum. The debentures
would be convertible into common shares of the Company at the
election of the holder at any time prior to repayment, based on
a conversion price of $0.80. As security for the debentures, the
Company would grant investors a general security interest in all
of its present and future assets, which security will be
subordinate to existing indebtedness. Each warrant issued as
part of the debenture units would entitle its holder to purchase
one common share of the Company at a price of $0.80 for a period
of two years.

Subject to the receipt of regulatory and board approvals, it is
expected that the debenture unit financing will be completed on
or before November 30, 2002, and it is further expected that the
debenture units will be purchased by insiders and arm's length
parties. Proceeds from the financing will be used for working
capital purposes.

Based in Vancouver, B.C., the Company markets premium
alternative beverages and products, including Clearly
Canadian(R) sparkling flavored water, Clearly Canadian O+2(R)
and Tre Limone(TM), which are distributed in the United States,
Canada and various other countries. The Company also holds the
exclusive license to manufacture, distribute and sell certain
Reebok beverage products in the United States, Canada and the
Caribbean. Additional information on the Company may be obtained
on the world wide web at http://www.clearly.ca  

                       *   *   *

As previously reported, Clearly Canadian Beverage Corporation
concluded the engagement of McDonald Investments as its
investment banker and financial advisor.

Working with McDonald Investments, Clearly Canadian completed a
strategic restructuring in 2001 and the first quarter of 2002,
highlighted by the Company's U.S. subsidiary's divestiture of
its U.S.-based production facility assets and bottling plant and
its branded water and private label bottled water business -
initiatives that Clearly Canadian anticipates will reduce costs
while improving its financial and operational position.

Clearly Canadian Beverage Corp., at December 31, 2001, reported
a working capital deficit of about $400,000, and a total
shareholders' equity deficiency of close to $49 million.


COMDISCO INC: Davidson Kempner, et. al. Disclose 9% Equity Stake
----------------------------------------------------------------
Davidson Kempner et al advise the Securities and Exchange
Commission of their ownership in Comdisco's Common Stock, par
value $0.01 per share.

                                         Shares        Equity
Shareholder                              Owned         Stake
-----------                              ------        ------
Davidson Kempner International, Ltd.     151,984        3.60%

Davidson Kempner Institutional
Partners, LP                             134,160        3.20%

Davidson Kempner Partners                 76,745        1.80%

M.H. Davidson & Co.                        6,128        0.15%

M.H. Davidson & Co., LLC 401(K) Plan         389          NA

Davidson Kempner International
Advisors, LLC                            160,172        3.80%

Davidson Kempner Advisers, Inc.          134,160        3.20%

MHD Management Co.                        76,745        1.80%

Marvin H. Davidson                       377,576        9.00%

Thomas L. Kempner, Jr.                   377,956        9.00%

Stephen M. Dowicz                        377,749        9.00%

Scott E. Davidson                        377,965        9.00%

Michael J. Leffell                       377,630        9.00%

Timothy I. Levart                        377,594        9.00%

Robert J. Brivio, Jr.                    377,594        9.00%

Marvin H. Davidson Foundation, Inc.          318          NA

Susan and Scott Davidson Foundation          106          NA

Marvin H. Davidson, Trustee,
Trust U/W Sally Davidson                      53          NA

Thomas Kempner and Thomas L. Kempner, Jr.,
Trustee, Trust FBO Thomas Nathaniel
Kempner                                        5          NA

Thomas L. Kempner Jr., Foundation, Inc.      285          NA

Thomas L. Kempner, Jr., Trustee,
Trust FBO Trevor M. Kempner                    5          NA

Sexton Freund 1984 Family Trust               26          NA

Thomas L. Kempner, Jr., Trustee,
Trust FBO Jessica S. Kempner                   5          NA

Thomas L. Kempner, Jr., IRA                   36          NA

Michael and Lisa Leffell Foundation           36          NA

Each of the Principals may be deemed to beneficially own an
aggregate of 377,205 Shares as a result of their voting and
dispositive power over the 377,205 Shares beneficially owned by
Davidson Kempner International Advisors, Davidson Kempner
International, Ltd., Davidson Kempner Institutional Partners,
Davidson Kempner Partners, and M.H. Davidson & Co.

Each of the Principals, other than Marvin H. Davidson, may be
deemed to beneficially own an aggregate of an additional 389
Shares as a result of their serving as trustees of the 401(K)
Plan.

Davidson Kempner International Advisors may be deemed to
beneficially own the 151,984 Shares beneficially owned by
Davidson Kempner International, Ltd. and an additional 8,188
Shares held in an account over which Davidson Kempner
International Advisors has discretionary authority as a result
of its voting and dispositive power over those Shares.  Davidson
Kempner Advisers Inc. may be deemed to beneficially own the
134,160 Shares beneficially owned by Davidson Kempner
Institutional Partners as a result of its voting and dispositive
power over those Shares.  MHD may be deemed to beneficially own
the 76,745 Shares beneficially owned by Davidson Kempner
Partners as a result of its voting and dispositive power over
those Shares.

As President of MHD Foundation and Trustee of Davidson Trust,
Marvin H. Davidson may be deemed to beneficially own the 318
Shares beneficially owned by MHD Foundation and the 53 Shares
owned by Davidson Trust as a result of his voting and
dispositive power over those Shares.

As President of SSD Foundation, Scott E. Davidson may be deemed
to beneficially own the 106 Shares beneficially owned by SSD
Foundation as a result of his voting and dispositive power over
those Shares.

As Trustee of each of the TNK Trust, TMK Trust, JSK Trust and SF
Trust, President of TLK Foundation and grantor of IRA, Mr.
Kempner may be deemed to beneficially own the 5 Shares
beneficially owned by TNK Trust, the 5 Shares beneficially owned
by TMK Trust, the 5 Shares beneficially owned by JSK Trust, the
26 Shares beneficially owned by SF Trust, the 285 Shares
beneficially owned by TLK Foundation and the 36 Shares owned by
IRA, as a result of his voting and dispositive power over those
Shares.

As President of Leffell Foundation, Mr. Leffell may be deemed to
beneficially own the 36 Shares beneficially owned by Leffell
Foundation as a result of his voting and dispositive power over
those Shares.

Based on calculations made in accordance with Rule 13d-3(d), and
there being 4,200,000 Shares outstanding as of October 10, 2002
as a result of Comdisco's reorganization:

    (i) each of the Principals may be deemed to beneficially own
        approximately 9.0% of the outstanding Common Stock,

   (ii) Davidson Kempner International, Ltd. may be deemed to
        beneficially own approximately 3.6% of the outstanding
        Common Stock,

  (iii) Davidson Kempner Institutional Partners may be deemed to
        beneficially own approximately 3.2% of the outstanding
        Common Stock,

   (iv) Davidson Kempner Partners may be deemed to beneficially
        own approximately 1.8% of the outstanding Common Stock,

    (v) M.H. Davidson & Co. may be deemed to beneficially own
        approximately 0.15% of the outstanding Common Stock,

   (vi) each of the Plan, MHD Foundation, SSD Foundation,
        Davidson Trust, TNK Trust, TLK Foundation, TMK Trust, SF
        Trust, JSK Trust, IRA and Leffell Foundation may be
        deemed to beneficially own significantly less than 1.0%
        of the outstanding Common Stock,

  (vii) Davidson Kempner International Advisors may be deemed to
        beneficially own approximately 3.8% of the outstanding
        Common Stock,

(viii) Davidson Kempner Advisers Inc. may be deemed to
        beneficially own approximately 3.2% of the outstanding
        Common Stock, and

   (ix) MHD may be deemed to beneficially own approximately 1.8%
        of the outstanding Common Stock.

By virtue of the relationships between and among the parties:

  (i) each of the Principals may be deemed to share the power to
      direct the voting and disposition of the 377,205 Shares
      beneficially owned by Davidson Kempner International
      Advisors, Davidson Kempner International, Ltd., Davidson
      Kempner Institutional Partners, Davidson Kempner Partners
        and M.H. Davidson & Co.,

(ii) each of the Principals, other than Marvin H. Davidson, may
      be deemed to share the power to direct the voting and
      disposition of an additional 389 Shares beneficially owned
      by the Plan,

(iii) Davidson Kempner International Advisors may be deemed to
      share the power to direct the voting and disposition of
      the 151,984 Shares beneficially owned by Davidson Kempner
      International, Ltd.,

(iv) Davidson Kempner Advisers Inc. may be deemed to share the
      power to direct the voting and disposition of the 134,160
      Shares beneficially owned by Davidson Kempner
      Institutional Partners,

  (v) MHD may be deemed to share the power to direct the voting
      and disposition of the 76,745 Shares beneficially owned by
      Davidson Kempner Partners,

(vi) Marvin H. Davidson may be deemed to share the power to
      direct the voting and disposition of an additional 318
      Shares beneficially owned by MHD Foundation and an
      additional 53 Shares owned by Davidson Trust,

(vii) Scott E. Davidson may be deemed to share the power to
      direct the voting and disposition of an additional 106
      Shares beneficially owned by SSD Foundation,

(viii) Mr. Kempner may be deemed to share the power to direct
      the voting and disposition of an additional 5 Shares
      beneficially owned by TNK Trust, an additional 285 Shares
      beneficially owned by TLK Foundation, an additional 5
      Shares beneficially owned by TMK Trust, an additional 5
      Shares beneficially owned by JSK Trust, an additional 26
      Shares beneficially owned by SF Trust and an additional 36
      Shares beneficially owned by IRA, and

(ix) Mr. Leffell may be deemed to share the power to direct the
      voting and disposition of an additional 36 Shares
      beneficially owned by Leffell Foundation.

The partners, members or stockholders of each of Davidson
Kempner International, Ltd., Davidson Kempner Institutional
Partners, Davidson Kempner Partners, M.H. Davidson & Co.,
Davidson Kempner International Advisors, Davidson Kempner
Advisers Inc. and MHD, the persons participating in the Plan,
and the beneficiaries of the Davidson Trust, TNK Trust, TMK
Trust, SF Trust, JSK Trust, MHD Foundation, SSD Foundation, TLK
Foundation and Leffell Foundation have the right to participate
in the receipt of dividends from, or proceeds from the sale of,
the securities held for the account of such Reporting Person in
accordance with their ownership interests in such Reporting
Person. (Comdisco Bankruptcy News, Issue No. 38; Bankruptcy
Creditors' Service, Inc., 609/392-0900)    


CONTOUR ENERGY: Cash Collateral Use Extended Until December 27
--------------------------------------------------------------
Judge William Greendyke of the U.S. Bankruptcy Court for the
Southern District of Texas approved Contour Energy and its
debtor-affiliates' request to continue using their Lender's cash
collateral until December 27, 2002.  The Official Committee of
Unsecured Creditors and Wells Fargo Bank Minnesota, National
Association agreed to the extension.

Without the use of the Cash Collateral, the Debtors disclose
that they will have insufficient funds necessary to continue the
operation of their business, to pay postpetition payroll
obligations, to pay payroll taxes, overhead, development and
other drilling expenses and other expenses necessary for the
reorganization of their businesses. The ability of the Debtors
to operate their businesses and any realistic prospect to
reorganize under a Chapter 11 plan depends upon the Debtors'
ability to use the Lender's Cash Collateral.

The Debtors believe that the extension is necessary to preserve
the estates and avoid irreparable harm. More importantly, this
will pave the way for the confirmation of the Debtors' First
Amended Joint Plan of Reorganization on December 4, 2002.

The Debtors may use the Cash Collateral pursuant to the Budget:

                             Week Ending
                             -----------
                       25-Oct.       1-Nov.       8-Nov.
                       -------       ------       ------               
   Beginning Cash      $14,431,261   $16,266,918  $14,759,888
   Receipts              4,594,400       743,800      635,000
   Disbursements         2,758,743     2,250,830      870,843
   Ending Cash         $16,266,918   $14,759,888  $14,524,045

                       15-Nov.       22-Nov.      29-Nov.
                       -------       -------      -------
   Beginning Cash      $14,524,045   $12,344,825  $11,578,139
   Receipts                 25,000       195,000    5,300,704
   Disbursements         2,204,220       961,686    2,610,076
   Ending Cash         $12,344,825   $11,578,139  $14,268,767

                       6-Dec.        13-Dec.      20-Dec.
                       ------        -------      -------    
   Beginning Cash      $14,268,757   $13,565,514  $12,970,291
   Receipts              1,449,168        40,000      195,000
   Disbursements         2,152,421       635,223    1,909,145
   Ending Cash         $13,565,504   $12,970,291  $11,256,146

                        27-Dec.
                        -------
   Beginning Cash       11,256,146
   Receipts              5,951,208
   Disbursements         2,188,254
   Ending Cash         $15,019,100

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.


COVANTA ENERGY: Wants Exclusive Period Extended Until March 27
--------------------------------------------------------------
James L. Bromley, Esq., at Cleary, Gottlieb, Steen & Hamilton,
in New York, relates that since the Petition Date, the Debtors
and their professionals have continued to make key steps toward
a successful and consensual resolution of these Chapter 11
cases. Substantial progress has been made to address some of the
most significant issues facing their estates.  Particularly, the
Debtors have:

  (a) undertaken a thorough public relations program with their
      municipal clients and employees to provide information on
      the stability of their core business, while completing
      multiple planned plant outages successfully and on-budget
      and providing their standard high level of service;

  (b) negotiated and obtained final Court approval, over
      various objections, of their postpetition credit
      facility to provide, if necessary, adequate liquidity to
      find their operations in these proceedings and over
      $200,000,000 of letters of credit vital to the energy
      business;

  (c) obtained interim and final Court approval, over numerous
      objections, for the use of cash collateral;

  (d) responded to, and resolved, various motions by certain
      creditors and potential claimants seeking relief from the
      automatic stay, and commenced various adversary
      proceedings;

  (e) filed their voluminous schedules and statement of affairs
      with respect to the filing entities;

  (f) begun to reviews and assess the numerous claims filed by
      creditors in these cases;

  (g) completed a bottom-up review of all their businesses,
      including:

      -- creating a 20-year forecast for the more than 60 core
         operating projects;

      -- assembling a five-year business plan for use by the
         various creditors and others; and

      -- beginning implementation of that business plan by
         initiating a 25% reduction of overhead expense in the
         core energy businesses through a significant reduction
         in force, office closures and a management
         restructuring;

  (h) engaged in sales of various non-core assets and continued
      to pursue sales or pre-sale marketing efforts for other,
      exceptionally complicated non-core assets;

  (i) reviewed existing contracts and obtained Court approval
      to assume or reject certain executory contracts and
      unexpired leases;

  (j) negotiated and obtained Court approval to implement
      employee retention and severance programs; and

  (k) provided the creditors' representatives and other,
      including KKR, with detailed information about the
      Debtors' business.

Despite all the achievements so far, Mr. Bromley tells Judge
Blackshear that the Debtors still need additional time to permit
them to develop and negotiate with the major constituencies a
Plan and Disclosure Statement that would enable them to
successfully emerge from these Chapter 11 proceedings.

Thus, the Debtors ask the Court to extend the period during
which they have the exclusive right to file a plan or plans of
reorganization through March 27, 2003 and the exclusive right to
solicit acceptances of that plan or plans through and including
May 26, 2003.

Mr. Bromley contends that the law supports granting the
extension since:

  -- the Debtors' cases are large and complex;

  -- the Debtors are not seeking extension to delay the
     reorganization for some speculative event or to pressure
     creditors to accede to a plan unsatisfactory to them;

  -- the requested extensions will not prejudice the
     legitimate interest of any creditor or equity security
     holder; and

  -- the requested extensions will afford the parties the
     opportunity to pursue to fruition the beneficial objectives
     of a Plan. (Covanta Bankruptcy News, Issue No. 16;
     Bankruptcy Creditors' Service, Inc., 609/392-0900)    


CREDIT STORE: Committee Taps Baker & McKenzie as General Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Dakota gave
its stamp of approval to the Official Committee of Unsecured
Creditors' application to employ Baker & McKenzie as General
Counsel, in The Credit Store, Inc.'s chapter 11 case.

Baker & McKenzie's normal hourly billing rates are:

          Partners               $330 to $485 per hour
          Associates             $215 to $325 per hour
          Paraprofessionals      $215 to $325 per hour

The professionals who will be responsible in this retention and
their hourly rates are:

          Ali M.M. Mojdehi   Partner       $425 per hour
          Peter W. Ito       Partner       $365 per hour
          Marc Horwitz       Associate     $295 per hour
          Stephanie George   Paralegal     $150 per hour
          Catherine Chapple  Paralegal     $125 per hour

As general counsel to the Debtors, Baker & McKenzie is expected
to:

  a) advise the Committee with respect to its statutory powers
     and duties in this case;

  b) advise the Committee and consult with the Debtor consulting
     with the Debtor concerning the administration of this case;

  c) advise the Committee regarding the formulation of a plan of
     reorganization for the Debtor;

  d) prepare, on the Committee's behalf, any and all necessary
     and appropriate legal papers;

  e) represent the Committee in matters before this Court; and

  f) perform other legal services as may be necessary and
     appropriate to protect and advance the position of the
     Committee and its constituents.

The Credit Store, Inc., is primarily in the business of
providing credit card products to consumers who may otherwise
fail to qualify for a traditional unsecured bank credit card.
The Company filed for chapter 11 protection on August 15, 2002.
Clair R. Gerry, Esq., at Stuart, Gerry & Schlimgen, LLP and Mark
E. Andrews, Esq., Patrick J. Neligan Jr., Esq., at Neligan
Stricklin, LLP represent the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $68 million in assets and $69 million in
debts.


DLJ MORTGAGE: Fitch Affirms Low-B Ratings on Classes B-3 and B-4
----------------------------------------------------------------
DLJ Mortgage Acceptance Corp.'s commercial mortgage pass-through
certificates, series 1996-CF1 are affirmed by Fitch Ratings as
follows: $1.5 million class A-1A, $197.4 million class A-1B, and
$28.2 million class A-2 and interest-only class S at 'AAA'; $33
million class A-3 at 'AA', $30.5 million class B-1 at 'A-' and
$9.4 million class B-2 at 'BBB'. Fitch also affirms the $30.6
million class B-3 at 'BB' and $22.3 million class B-4 at 'B'.
The $20 million class C is not rated by Fitch. The affirmations
follow Fitch's annual review of the transaction that closed May
1996.

The affirmations are attributed to overall stable performance
and increased subordination levels resulting from paydown. As of
the October 2002 distribution date, the collateral balance has
been reduced by 20.7% to $372.9 million from $470.1 million at
issuance. Fifteen loans have paid off, bringing the number of
loans to 78 from 93 at issuance. The deal is geographically
diversified with concentrations in Texas (20.3%), California
(17%), Michigan (11.5%), and Florida (10.9%). While the
diversification is seen as a strength, Fitch is concerned that
40.6% of the collateral is secured by retail properties and
14.7% is secured by hotel properties given the current outlook
for these industries.

The master servicer, GMAC Commercial Mortgage Corp., collected
year-end 2001 operating statements for 86% of the pool by
outstanding collateral balance. The weighted average debt
service coverage ratio for these loans slightly decreased to
1.59 times at year-end from 1.62x at YE 2000, but increased from
1.38x at issuance.

Only one loan in the pool is currently in special servicing.
This loan, representing 5.8% of the pool, is collateralized by a
hotel property located in Kissimmee, Fla. The loan transferred
to the special servicing because the borrower filed for
bankruptcy. The cash flow from the property is sufficient to
fund escrows for taxes, insurance, and replacement reserves, but
is insufficient to fund the debt service. The loan is over 90
days delinquent. The appraisal exceeds the debt, and no losses
are expected at this time.

There are currently 16 loans, representing 20.78% of the pool,
on the servicer's watch list. The largest loan on the watch
list, representing 3.84% of the pool, is secured by a retail
property located in Las Vegas, Nev. In April 2001 the anchor
store, Homebase, consisting of 46.11% of the property's total
net rentable area, vacated its space. The property manager is
actively marketing the space, but does not have any prospective
tenants at this time. The loan is current.

Fitch will continue to monitor the high concentration of loans
collateralized by retail and hotel properties and loans of
concern as surveillance is ongoing.


DOW CORNING: Reports Improved Profitability for Third Quarter
-------------------------------------------------------------
Dow Corning Corp., reported consolidated net income of $46.8
million for the third quarter of 2002, a substantial increase
from the $14.4 million reported in same quarter of 2001,
excluding unusual items in both periods.  Net income was $116.1
million for the first three quarters of 2002, up 50 percent from
$77.6 million in the same period last year, excluding unusual
items in both periods.

Third quarter 2002 sales were $679.7 million, 14 percent growth
over sales of $596.2 million in last year's third quarter.  
Sales were $1.91 billion for the first three quarters of 2002, a
3 percent increase from sales of $1.86 billion in the same
period last year.

Including unusual items, Dow Corning reported consolidated net
income of $45.0 million for the third quarter of 2002 and $76.5
million for the first three quarters of 2002.  Unusual items
consisted of restructuring costs in both years, implant
insurance settlements in 2001, and Chapter 11 interest expense
adjustments in 2001.

"Profitability has improved significantly, despite the difficult
economic environment," said Dow Corning's vice president for
planning and finance and chief financial officer Gifford E.
Brown.  "Two factors were key to the improved results.  
Successful restructuring of the organization has reduced our
operating costs, and the benefits realized from the recent
acquisition of the global polymer compounder Multibase S.A.,
have increased our revenue."

Dow Corning -- http://www.dowcorning.com-- develops,  
manufactures and markets diverse silicon-based products and
services, and currently offers more than 7,000 products to
customers around the world.  Dow Corning is a global leader in
silicon-based materials with shares equally owned by The Dow
Chemical Company (NYSE: DOW) and Corning Incorporated (NYSE:
GLW).  More than half of Dow Corning's sales are outside the
United States.


ENRON CORP: Court Okays Sale of LNG-Pipeline Assets to Tractebel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved Enron Global LNG, LLC, Calypso Pipeline LLC and Enron
LNG Marketing's proposed Purchase and Sale Agreement dated
August 29, 2002 with Tractebel Calypso Pipeline Inc., Tractebel
Calypso LNG Marketing LLC and Tractebel Bahamas LNG Limited --
Tractebel.

To recall, the Assets to be sold, contracts to be assumed and
assigned, applications and licenses relating to the Projects
are:

A. On October 19, 2001, Hawksbill entered into a license
   agreement, with the Grand Bahamas Port Authority ("GBPA"),
   for a business license.  Any business operating in the area
   controlled by the GBPA must apply for and receive a business
   license from the GBPA.  The Business License was negotiated
   to satisfy that requirement;

B. On November 17, 2000, Enron Bahamas entered into an option
   agreement with Bahamas Cement Company to buy land for the
   site of the LNG Terminal Project.  The Option Agreement
   expires at the end of 2002;

C. Enron Calypso entered into various agreements and
   applications:

   (1) On May 17, 2001, an environmental services agreement
       with Birkitt Environmental Services, Inc.;

   (2) The Federal Energy and Regulatory Commission -- FERC --
       Application for a certificate of public convenience and
       necessity, filed on July 20, 2001, which approval from
       FERC is required before the Pipeline can be constructed
       and operated;

   (3) On August 13, 2001, the environmental services agreement
       with Entrix, Inc.  Entrix was selected by FERC to perform
       the Environmental Impact Assessment in support of Enron
       Calypso's CPCN Application.  Pursuant to the
       Environmental Service Agreement, Entrix will submit
       their work, to be paid for by Calypso, to FERC.

   (4) Application and request for a Presidential Permit, filed
       on September 19, 2001.  An approval from FERC is required
       before the Pipeline can be constructed and operated;

   (5) Application for the underwater portion of the Pipeline in
       United States' waters to MMS -- MMS Right of Way
       Application, filed July 16, 2001;

   (6) On September 28, 2001, Enron Calypso submitted an
       easement application for John U. Lloyd State Park.  The
       Pipeline must cross the John U. Lloyd State Park.  The
       application describes the Pipeline's route and requests a
       right-of-way;

   (7) On August 20, 2001, Enron Calypso submitted a joint
       application for an environmental resource permit and
       license to use submerged land, owned by the state of
       Florida, and federal dredge and fill permit.  A permit
       for authorization to use the land, dredge and fill is
       necessary for the construction of onshore and nearshore
       portions of the Pipeline and subsequent service to the
       Florida, and potentially other, markets;

   (8) On August 30, 2001, Enron Calypso submitted the Broward
       County pipeline easement letters of interest regarding a
       pipeline license agreement between Enron Calypso and
       Broward County.  Much of the Pipeline's onshore route is
       owned by Broward County.  The Broward County Pipeline
       Easement Letters facilitate the resolution of the
       granting of a right-of-way and any associated costs;

D. On May 29, 2001 Enron Calypso and Enron Marketing entered
   into a  precedent agreement.  Pursuant to the Precedent
   Agreement, Calypso will provide for the eventual commencement
   of Services related to the transportation, via the Pipeline,
   of Enron Marketing's LNG;

E. On August 14, 2000, Enron Global entered into a consulting
   services agreement with URS Corporation.  The Consulting
   Services Agreement procured URS to provide environmental and
   permitting support for the various federal, state and
   local permits for the Pipeline's route in U.S. territory.

F. All books, records, files, correspondences and papers related
   to the Assumed Contracts and the Assigned Applications,
   whether in hard copy or computer format;

G. All marketing, financial or technical studies, engineering
   information, technical information, analyses and data
   relating to the Assets, whether in hard copy or in computer
   format;

H. All claims, causes of action, choses in action, rights of
   recovery and rights of set-off and recoupment of any kind,
   whether known or unknown, in favor of the Sellers or any of
   their affiliates and pertaining to, arising out of, or
   relating to the Assets, or offsetting any assumed
   liabilities;

I. Rights of the Sellers under any and all guaranties, sureties,
   letters of credit and other documents, instruments or other
   collateral, if any, guarantying or security the Seller's
   rights under the Assets; and

J. Rights of the Sellers to enforce covenants of nondisclosure
   or confidentiality entered into by any party in connection
   with the Assets or any potential bid to purchase the Assets
   and all rights, titles and interests of Sellers or any Seller
   in and to the names "Calypso", "Calypso Pipeline",
   "Hawksbill", "Hawksbill Creek" and "Hawksbill Creek LNG",
   including any trade names, trademarks, service marks and
   logos in which the names are used or incorporated.

The salient terms and conditions to the Sale are:

A. Purchase Price.  $11,000,000

B. Escrow Arrangements.  Tractebel will deposit by wire
   transfer to JP Morgan Chase Bank, as escrow agent, $1,100,000
   within five days after the Court approval of the sale;

C. Contingent Consideration.  Within five days from the Court
   approval of the Sale, Tractebel will:

    -- notify the Sellers that the Project Development Date has
       occurred; and

    -- pay to the sellers the Contingent Consideration by wire
       transfer in immediately available funds to the account
       specified by the Sellers.  Notwithstanding anything
       contained in the Sale Agreement, to the contrary:

       (1) Tractebel will have the right, in the exercise of
           their sole discretion, to determine whether or not
           they will proceed, or at any time, continue to
           proceed to develop the Projects;

       (2) Tractebel will have no obligation or liability
           whatsoever to pay Contingent Consideration unless and
           until the Project Development Date has occurred; and

       (3) Tractebel will have the right, at its sole
           discretion, to pay to the Sellers $25,000,000 to be
           applied to the Contingent Consideration at any time
           prior to the fifth business day after the Project
           Development Date has occurred, whether before or
           after the date that a notice to proceed is issued
           with respect to the Projects;

D. Interest.  If any of the Deposit, the Closing Date Payment or
   the Contingent Consideration is not paid in full promptly
   when due in accordance with the Sale Agreement, the unpaid
   amounts will accrue interest on a daily basis equal to the
   lesser of:

    -- a floating rate equal to the sum of interest rate per
       annum publicly announced from time to time by JP Morgan
       Chase Manhattan Bank as its prime rate in effect at its
       principal office in New York, plus 200 basis points; and

    -- the maximum interest rate from time to time allowed by
       any law, compounded quarterly until the unpaid amount has
       been paid in full;

E. Adequate Payment Support.  Tractebel will deliver to the
   Sellers certain financial support, in the form of an
   irrevocable standby letter of credit, a guaranty with any
   natural person, general or limited partnership, company,
   corporation, firm, association or other legal entity and a
   guaranty from Tractebel North America, Inc. to guarantee:

    -- the making of the Deposit,

    -- the performance of Tractebel of its obligations, and

    -- Tractebel's all payment obligations;

   Tractebel will cause the Adequate Payment Support to be
   maintained in full force and effect until the earlier to
   occur of:

    -- the Seller's receipt of the Contingent Consideration; or

    -- Tractebel's Board of Directors resolving to permanently
       abandon the development of any and all businesses or
       other operations conducted, proposed to be conducted or
       which could be conducted by, or which otherwise relate
       to, the Assets, and Tractebel having provided to each
       Seller a resolution of each of the of the Board of
       Directors; or

    -- the Business License expires or is terminated and is not
       otherwise renewed or reissued to Tractebel or its
       affiliate thereof; and

    -- the Certificate of Public Convenience and Necessity is
       not issued or, if issued is terminated and is not
       otherwise renewed or reissued to Tractebel or any of its
       affiliates thereof, provided, however, that in the event
       Tractebel sell, lease or otherwise dispose of all or
       significantly all of the Assets in any one or more
       related transactions, Tractebel will require to cause to
       be maintained the Adequate Payment Support until the
       assignee or other beneficiary of the transaction has
       provided Adequate Payment Support;

F. Assumption of Liabilities.  Upon the Closing Date, Tractebel
   agree to assume and to pay, perform and fully discharge and
   fully satisfy when due only those liabilities, duties and
   obligations of the Sellers under or pursuant to the Assumed
   Contracts;

G. Actions by Parties.  Enron Calypso agrees to execute and
   deliver to Tractebel these letters:

   -- a letter to the United States Department of Interior, MMS,
      Gulf of Mexico and Atlantic OCS Region, inform the MMS
      that Enron Calypso is transferring to Tractebel Calypso
      the MMS Right of Way Application;

   -- a letter to the Broward County Department of Planning and
      Environmental Protection that Enron Calypso is
      transferring to Tractebel Calypso the application for the
      Broward County Environmental Resource Permit, accompanied
      by documentation evidencing the assignment and new
      Addendum to the Joint Application;

   -- a letter to the Florida Department of Environmental
      Protection requesting that the identity of the applicant
      be changed and providing evidence of the transfer; and

   -- a letter to the appropriate district office of the U.S.
      Army Corps of Engineers informing of the assignment and
      providing supporting evidence, all in accordance with law
      and in form and substance reasonably satisfactory to
      Tractebel;

H. Sellers' Closing Conditions.  The Sellers may proceed with
   the Closing of the Sale Agreement when:

   -- all of their obligations under the Sale Agreement have
      been performed;

   -- no Action is pending or threatened before any Governmental
      Authority of competent jurisdiction seeking to enjoin or
      restrain the consummation of the Closing;

   -- the U.S. Bankruptcy Court approves the transaction; and

   -- the Cayman Islands Court approves the transaction;

I. Tractebel's Closing Conditions.  Tractebel may proceed with
   the Closing when:

   -- their obligations under the Sale Agreement have been
      performed;

   -- no Action is pending or threatened before any Governmental
      Authority of competent jurisdiction seeking to enjoin or
      restrain the consummation of the Closing;

   -- the U.S. Bankruptcy Court approves the transaction;

   -- the Cayman Islands Court approves the transaction;

   -- no material adverse effect on the physical condition of
      the Site, Freeport Harbor or Port Everglades, Florida that
      results in a decrease in the value of the property of at
      least $3,000,000 or that is reasonable likely to cause
      delay of more than six months in the Project Development
      Dates; and

   -- all transfer requirements are satisfied; and

J. Closing.  The Closing will be at the offices of Andrews &
   Kurth LLP a 600 Travis Street, Houston, Texas.

Pursuant to Section 363 of the Bankruptcy Code, Mr. Sosland
contends, the sale should be granted because:

    (a) it is an exercise of the Debtors' reasonable business
        judgment;

    (b) the Debtors are not aware of any liens on the Assets and
        if there are, the liens will be transferred and attached
        to the net proceeds;

    (c) Tractebel is a good faith purchaser; and

    (d) the sale will bring more cash in the Debtors' estate,
        thereby aiding in their liquidation or rehabilitation
        efforts. (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
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRN03USR1
for real-time bond pricing.


EOTT ENERGY: Turns to Glass & Associates for Financial Advice
-------------------------------------------------------------
Dana R. Gibbs, President and CEO of EOTT Energy Corp., informs
the Court that on August 12, 2002, EOTT Energy Partners, L.P.,
and its debtor-affiliates retained Glass & Associates, Inc. to
provide crisis management and restructuring consulting services.  
Glass also provided advice and assistance to the Debtors'
Restructuring Committee and their counsel, Patton Boggs LLP.  
The Debtors wish to continue their retention and employment of
Glass in these bankruptcy cases under substantially similar
terms and conditions set forth in the Consulting Agreement they
signed prepetition.

Accordingly, the Debtors sought and obtained the Court's
authority to employ and retain Glass as their financial advisor.
As financial advisor, Glass will:

  (a) assist the Debtors in analyzing the business, operations,
      financial conditions and prospects of the Debtors as
      requested;

  (b) consult with the Debtors and assist in the development
      and implementation of strategic business plans;

  (c) assist in cash management, including analysis of cash
      receipts and disbursements;

  (d) assist the Debtors in streamlining operations and
      improving operating performance;

  (e) assist the Debtors in the review or development of labor
      and employee compensation arrangements;

  (f) assist the Debtors in negotiations with customers and
      vendors;

  (g) assist the Debtors in the identification of and, to the
      extent requested, consultation related to the
      implementation of internal cost reduction plans;

  (h) attend meetings with lenders, bondholders and any
      creditors' committee that may be appointed in these cases
      as requested by the Debtors;

  (i) assist the Debtors in evaluation of offers, if any, to
      acquire the Debtors' assets and assist in bringing the
      matters to closure;

  (j) attend meetings of the Debtors management and counsel
      focused on coordination of resources relating to the
      ongoing bankruptcy reorganization efforts;

  (k) assist the Debtors in analyzing additional sources of
      funding including debtor-in-possession financing and
      equity infusion; and

  (l) at the request of the Debtors, provide additional
      management consulting services deemed appropriate and
      necessary for the benefit of the estates.

Judge Schmidt permits the Debtors to pay Glass based on the
hourly rates of these professionals:

    Sandford R. Edlein         $375
    Deborah Midanek             425
    Jack R. Stone               400

If other professionals will be utilized in the course of
performing the services, Glass will charge the Debtors based on
these hourly rates:

    Principal                  $375 to 450
    Case Director               275 to 350
    Senior Associate            225 to 325
    Consultant                  175 to 300
    Clerical/Administrative      50 to  90

In addition, Glass will apply to the Court for reimbursement of
out-of-expenses including costs of travel and travel-related
expenses, printing and reproduction, long-distance
communications, courier, overnight and other delivery services.

According to Sanford R. Edlein of Glass & Associates, Inc.,
pursuant to the terms of the Consulting Agreement, the Debtors
paid Glass a $100,000 retainer, which is held in a separate
Glass bank account for client deposits.  In addition, Glass was
paid $480,244 for the Debtors' pre-bankruptcy workout and
restructuring services pursuant to the Consulting Agreement and
for advice and assistance to the Restructuring Committee.

Mr. Edlein relates that the Consulting Agreement also provides
for the possibility of a Success Fee to be paid to Glass in the
same manner that the Debtors would provide incentives to senior
executives of the Debtors' operating team.  Glass will present
to the Debtors a specific proposal for a Success Fee when Glass
deems it appropriate for consideration and the Debtors will seek
approval from this Court with respect to any Success Fee to be
paid to Glass.

To the best of his knowledge, Mr. Edlein tells the Court, Glass
has no connection with the Debtors, their creditors, parties-in-
interest or affiliates, or attorneys or accountants for any of
them, the United States Trustee, or any person employed in the
Office of the United States Trustee, except as disclosed.
Moreover, Glass does not represent or hold any interest adverse
to the Debtors or their estates or to any class of creditors or
equity security holders in the matters upon which Glass is to be
engaged, and is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code. (EOTT Energy Bankruptcy
News, Issue No. 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
http://www.debttraders.com/price.cfm?dt_sec_ticker=EOT09USR1for  
real-time bond pricing.


FIRST PROFESSIONALS: S&P Hatchets Ratings to BBpi from BBBpi
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty
credit and financial strength ratings on First Professionals
Insurance Co., and its inter-affiliate pool members --
Anesthesiologists' Professional Assurance Co., Interlex
Insurance Co., and Intermed Insurance Co. -- to double-'Bpi'
from triple-'Bpi'.

The rating action reflects the pool's marginal operating
performance, potential liquidity issues at the holding and
operating companies, high geographic and product line
concentrations, and an elevated level of agent balances, offset
in part by adequate capitalization at year-end 2001.

Headquartered in Jacksonville, Florida, FPIC derives more than
90% of its premium revenue from medical malpractice insurance,
primarily written on a claims-made basis. Just under 90% of the
group's direct premiums are from Florida, Texas, Missouri,
Pennsylvania, and Tennessee. Its products are distributed
primarily by means of direct marketing and agencies.

FPIC began business in 1976, is licensed in 15 states, and is
the lead company of FPIC Insurance Group Inc., a publicly traded
(NASDAQ: FPIC) insurance holding company. APAC markets
exclusively to anesthesiologists, Interlex Insurance Co.,
specializes in lawyers' professional liability insurance, and
Intermed Insurance Co., writes medical malpractice insurance
(claims-made) for physicians and dentists.


FOUNDATION RESERVE: S&P Junks Ratings Over Low Current Liquidity
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty
credit and financial strength ratings on Foundation Reserve
Insurance Co., Inc., to triple-'Cpi' from single-'Bpi' because
of the company's reduced capitalization, low current liquidity,
and historically weak operating performance.

Based in Albuquerque, New Mexico, Foundation Reserve writes
mainly private passenger auto insurance and homeowners insurance
on low-to-medium-value dwellings. It also writes automobile
risks that do not warrant placement in the assigned risk pool
but that otherwise do not qualify for coverage in the voluntary
marketplace. All of the company's business is currently in New
Mexico and Arizona, and its products are distributed primarily
through independent general agents.

The company, which began business in 1957, is a member of New
Mexico Mutual Group, a mid-sized insurance group with 2001
surplus of $48.4 million. In July 1997, the company was acquired
by New Mexico Mutual Casualty Co., a New Mexico-based workers'
compensation writer. Another affiliate is Southwest Casualty
Co., which is fully reinsured by New Mexico Mutual Casualty Co.

Although the company is a member of New Mexico Mutual Group, the
rating does not include additional credit for implied group
support.


FRIENDLY ICE CREAM: Will Hold Q3 Conference Call on Thursday
------------------------------------------------------------
Friendly Ice Cream Corporation (AMEX:FRN) will hold its 2002
third quarter conference call on Thursday, October 31, 2002 at
10:00 a.m. Eastern Time.

This call is being webcast by CCBN and can be accessed at the
Company's website at www.friendlys.com under the Investor
Relations section.

The webcast is also being distributed over CCBN's Investor
Distribution Network to both institutional and individual
investors. Individual investors can listen to the call through
CCBN's individual investor center at
http://www.companyboardroom.comor by visiting any of the  
investor sites in CCBN's Individual Investor Network.
Institutional investors can access the call via CCBN's password-
protected event management site, StreetEvents --
http://www.streetevents.com

Friendly Ice Cream Corporation is a vertically integrated
restaurant company serving signature sandwiches, entrees and ice
cream desserts in a friendly, family environment in more than
550 company and franchised restaurants throughout the Northeast.
The company also manufactures ice cream, which is distributed
through more than 3,500 supermarkets and other retail locations.
With a 67-year operating history, Friendly's enjoys strong brand
recognition and is currently revitalizing its restaurants and
introducing new products to grow its customer base. Additional
information on Friendly Ice Cream Corporation can be found on
the Company's Web site http://www.friendlys.com

At June 30, 2002, Friendly Ice Cream's balance sheets show a
total shareholders' equity deficit of about $93 million.


FRISBY TECHNOLOGIES: Considering Potential Merger or Asset Sales
----------------------------------------------------------------
Frisby Technologies, Inc., (Nasdaq: FRIZ) is continuing to
pursue financing to fund its operations, but as of press time it
has not been successful in securing the additional capital
required for the Company to continue its current operating plan
after early December, 2002.

The Company has received a proposal from an institutional
investor to provide up to $1 million in financing.  This
proposed financing is subject to further negotiation and the
Company satisfying a number of prescribed conditions.  No
assurance can be given that the Company will be able to satisfy
these conditions or to complete the financing on acceptable
terms, in a timely manner or at all.  If completed, funding is
not expected to be available prior to January 2003.  This will
require that the Company obtain bridge financing to fund
operations pending completion of the proposed financing, which
it may not be able to obtain.  Even if the Company is able to
secure the necessary bridge financing and to complete the
proposed financing, it would likely be required to make
significant revisions to its operating plan and organizational
structure, which will likely include workforce related
reductions.

In addition, the Company is currently considering the
possibility of a merger and/or the potential sale of some or all
of its assets.  No assurance can be given that the Company will
be able to identify a buyer or an acceptable merger partner or
will be able to complete such a transaction on acceptable terms,
in a timely manner or at all.

In the event the Company is unable to complete any of the
aforementioned transactions or otherwise secure sufficient
financing on acceptable terms or in a timely manner, the Company
may voluntarily seek protection from its creditors under federal
bankruptcy laws, which would have a material adverse effect on
the Company's business, financial condition and prospects.

The Company intends to provide further updates, if any,
regarding its financial condition in its Form 10-QSB for the
quarter ended

September 30th, 2002, which is expected to be filed with the SEC
on or before November 14th, 2002.


GENTEK INC: Wants to Pay $3 Mill. in Prepetition Shipping Claims
----------------------------------------------------------------
GenTek Inc., and its debtor-affiliates seek Judge Walrath's
permission to pay prepetition shipping, warehousing and
distribution charges to third parties, either directly or
through third party freight brokers, freight forwarders or
invoice administrators.  The Debtors want to pay these
obligations to the extent they determine that the payment is
necessary to secure the delivery, distribution and sale of their
goods to customers throughout the United States and abroad.

The Debtors expect to pay $3,000,000 in prepetition shipping,
warehousing and distribution charges.

Normally, the Debtors pay distribution charges to third-party
shippers, haulers, common carriers and other transporters,
independent operators of distribution centers and public
warehousemen to:

(a) deliver goods to and from the Debtors' facilities;

(b) deliver finished products to the Debtors' domestic and
    foreign customers; and

(c) store the goods and finished products, as necessary,
    during the distribution process.

Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, explains that many of these Shippers, Distributors and
Warehousemen do not have contracts with the Debtors for the
services provided.  Some have contracts that are terminable for
any reason on short notice.  Hence, the Debtors sometimes prepay
these entities for their services.  In most cases, however,
these parties periodically invoice the Debtors, or one of the
Debtors' third-party freight brokers or freight-invoice
administrators for the services they rendered.

According to Mr. Chehi, the Debtors want to pay the Distribution
Charges for several reasons:

-- Many of the Shippers, Distributors and Warehousemen likely
   will assert possessory or other liens on goods currently in
   their possession if their prepetition claims are not paid.
   The value of these goods likely exceeds the amount of the
   outstanding Distribution Charges and, thus, the Debtors
   believe that most of the Shippers, Distributors and
   Warehousemen will ultimately be entitled to be paid in full
   for the prepetition Distribution Charges.  But the mere
   assertion of possessory or other liens will delay delivery of
   goods both to the Debtors' plants and to their customers,
   thus severely, if not irreparably, damaging the Debtors'
   businesses and prospects for a successful reorganization;

-- These Shippers, Distributors and Warehousemen may refuse to
   perform additional services for the Debtors.  As a result,
   the Debtors will incur significant additional expenses to
   replace these parties.  The incurred amounts likely will
   exceed the amount of unpaid prepetition Distribution Charges;

-- Locating entities to replace the Shippers, Distributors and
   Warehousemen will be difficult, if not impossible.  At the
   very least, replacing a Shipper, Distributor or Warehouseman
   will delay the transport and delivery of goods to the
   Debtors' facilities and customers; and

-- In return for the payment of Distribution Charges, the
   Shippers, Distributors and Warehousemen are required to
   continue to provide services to the Debtors during the
   pendency of these Chapter 11 cases on as good or better trade
   terms as existed on December 31, 2001.  Indeed, if any
   Shipper, Distributor or Warehousemen accepts the payment but
   does not continue to provide the services to the Debtors on
   the same trade terms, then any payments made will be deemed
   an unauthorized postpetition transfer under Section 549 of
   the Bankruptcy Code.  Those payments, therefore, will be
   avoidable and recoverable by the Debtors in cash on written
   request. (GenTek Bankruptcy News, Issue No. 2; Bankruptcy
   Creditors' Service, Inc., 609/392-0900)


GENUITY INC: Secures Another Two-Week Standstill from Lenders
-------------------------------------------------------------
Genuity Inc., a leading provider of enterprise Internet Protocol
networking services, is continuing to negotiate with its lenders
in an effort to restructure its debt, and that the company has
received another two-week extension, or "standstill," from its
lenders. As part of this latest extension agreement with its
global consortium of banks and Verizon Communications Inc.,
Genuity will make a payment of $12.5 million to the bank group.

"These extensions have provided us with valuable time as we work
hard to complete these negotiations and reach an agreement that
is satisfactory to all parties," said Paul R. Gudonis, chairman
and CEO of Genuity. "During the next two weeks, we will continue
to work aggressively toward reaching a resolution."

Friday's announcement follows a 15-day extension agreement that
was announced on October 11, 2002. This new extension, which
runs through November 12, 2002, was agreed upon by all of the
banks that provided the $723 million in funding that Genuity
received in July 2002 as part of its $2 billion line of credit,
as well as by Verizon, which previously loaned Genuity $1.15
billion. To date, Genuity has repaid the banks $200 million of
its outstanding debt.

Genuity, the bank group and Verizon have agreed to several
extension agreements following Verizon's decision on July 24,
2002, to relinquish its option to acquire a controlling interest
in Genuity. That action resulted in an event of default for
Genuity as part of its separate credit facilities with the banks
and Verizon.

Genuity is a leading provider of enterprise IP networking
services. The company combines its Tier 1 network with a full
portfolio of managed Internet services, including dedicated and
broadband access, Internet security, Voice over IP, and Web
hosting to provide converged voice and data solutions. With
annual revenues of more than $1 billion, Genuity (NASDAQ: GENU
and NM: Genuity A-RegS 144) is a global company with offices and
operations throughout the U.S., Europe, Asia and Latin America.
Additional information about Genuity can be found at
http://www.genuity.com


GLOBAL CROSSING: Files Amended Disclosure Statement in New York
---------------------------------------------------------------
In an attempt to resolve the issues on a consensual basis,
Global Crossing Ltd., and its debtor-affiliates have drafted and
included in the Disclosure Statement additional information that
is responsive to the objections.

A free copy of the Debtors' Amended Disclosure Statement is
available at:

      http://bankrupt.com/misc/1993_disclosure_statement.pdf

A free copy of the Debtors' Amended Reorganization Plan is
available at:

      http://bankrupt.com/misc/1994_reorg_plan.pdf

The material modifications to the Disclosure Statement include:

-- The creditors' estimated recoveries makes these assumptions:

   * The new debt instruments to be issued under the Plan are
     worth their face value;

   * The estimated total equity value for New Global Crossing on
     the Effective Date is $407,000,000; and

   * The cash that is expected to be available for distribution
     from the Bermuda Account will be $12,000,000;

-- Priority Non-Tax Claims (Class A):  The Debtors estimate that
   the aggregate allowed amount of the claims in this Class will
   be $2,629,000;

-- Other Secured Claims (Class B):  At the option of the
   Investors, the Debtors will pay these secured claims in full,
   reinstate the debt, return the collateral, or provide
   periodic cash payments having a present value equal to the
   value of the secured creditor's interest in the Debtors'
   property.  Any claims in this Class that the Debtors choose
   to pay in full will be paid by the Debtors or the Estate
   Representative, after the Effective Date;

-- Lender Claims (Class C):  The claims in this Class total
   $2,247,700,000.  Holders of claims under the Credit Agreement
   assert that these claims are secured by:

     * $300,562,307.50 from the sale by the Debtors of IPC
       one month before the Petition Date; and

     * pledges of the stock of certain of the other Debtors and
       certain non-Debtors by certain Debtors and non-Debtors.

   The holders of the Lender Claims will receive, in accordance
   with the terms of the Credit Agreement, their proportionate
   share of:

     * $305,000,000 in cash;

     * $175,000,000 of New Senior Secured Notes;

     * 6% of the New Common Stock;

     * 50% of the beneficial interests in the Liquidating Trust;

     * 100% of any recovery on a $7,500,000 reimbursement claim
       against one of the Debtors' directors and his wife; and

     * $6,000,000 in cash from the Bermuda Account, plus 50% of
       any amount remaining after completion of the Bermuda
       reorganization/liquidation process.

   The $305,000,000 cash distribution will include
   $300,562,307.50 received from the sale of IPC, plus net
   interest earned and accumulated in the bank account where the
   proceeds from the sale of IPC were deposited.  The Debtors
   estimate that interest will total $4,437,692.50 as of
   December 31, 2002;

-- GC Holdings Notes Claim (Class D):  Subject to the reserve
   for Class F, the holders of the GC Holdings Notes Claims will
   receive their pro rata portion of:

     * $18,975,000 of New Senior Secured Notes,

     * 24.67% of the New Common Stock (after taking into account
       conversion of the New Preferred Stock, but before any
       dilution for the exercise of options granted under the
       Management Incentive Plan),

     * 37.95% of the beneficial interests in the Liquidating
       Trust, and

     * $4,554,000 in cash from the Bermuda Account, plus 37.95%
       of any amount remaining after completion of the Bermuda
       reorganization/liquidation process;

-- GCNA Notes Claim (Class E):  The claims in this Class total
   $632,523,250, which includes $12,523,250 prepetition
   interest.

   Subject to the reserve for Class F, the holders of the GCNA
   Notes Claims will receive their pro rata portion of:

     * $3,080,000 of New Senior Secured Notes,

     * 4% of the New Common Stock,

     * 6.16% of the beneficial interests in the Liquidating
       Trust, and

     * $739,200 in cash from the Bermuda Account, plus 6.16% of
       any amount remaining after completion of the Bermuda
       reorganization/liquidation process;

-- General Unsecured Claims (Class F):  The total amount of
   General Unsecured Claims timely filed against the Debtors
   exceeds $74,300,000,000.  A very large portion of these
   claims will not be allowed for a variety of reasons,
   including that many of these claims are duplicates, are not
   supported by the Debtors' books and records, have already
   been reduced by agreement, are covered by insurance, or are
   subject to other objections.  It is too early in the claims
   resolution process to determine the exact amount of claims in
   this class.  The Debtors' books and records show potential
   claims of $621,273,000.  However, this amount does not
   include litigation-related and other unliquidated claims, as
   well as claims that may arise on the rejection of certain
   IRU-related contracts.  Taking all of these factors into
   account, the Debtors currently believe that aggregate claims
   in Class F may be in the range of $1,000,000,000 to
   $1,900,000,000.

   Subject to the reserve for Class F, the holders of the
   General Unsecured Claims will receive their pro rata portion
   of:

     * $2,945,000 of New Senior Secured Notes,

     * 3.83% of the New Common Stock,

     * 5.89% of the beneficial interests in the Liquidating
       Trust, and

     * $706,800 in cash from the Bermuda Account, plus 5.89% of
       any amount remaining after completion of the Bermuda
       reorganization/liquidation process;

-- Convenience Claims (Class G):  The Debtors estimate that over
   20,600 creditors have claims of $100,000 or less.  The vast
   majority of these claims are those of suppliers and vendors.
   The Plan provides that each holder of a General Unsecured
   Claim whose claim becomes allowed in the amount of $100,000
   or less will receive a cash distribution rather than
   participating in the distributions for Class F.  The Debtors
   estimate that allowed claims of $75,000,000 will fall within
   this Class.  Each holder of an allowed claim in Class G will
   receive a cash payment equal to the lesser of 5% of the claim
   or its pro rata share of $3,000,000; and

-- Intercompany Claims of the Debtors (Class H):  Class H
   consists of the intercompany claims of GCL or GC Holdings
   against any other Debtors or any Subsidiary against GCL.
   Unless the Debtors and the Investors agree otherwise,
   intercompany claims will be eliminated and discharged by
   offset, the distribution, cancellation, or contribution of
   the claim, or otherwise, as determined by the Debtors,
   subject to the approval of the Investors.  These intercompany
   claims will not receive any of the property distributed to
   other claimholders under the Plan.  All other intercompany
   claims will be reviewed by the Debtors and the Investors and
   will be adjusted, continued, or discharged as determined by
   the Debtors with the approval of the Investors as
   appropriate, taking into account the distribution of
   consideration under the Plan and the Schemes of Arrangement
   and the economic condition of the reorganized company and its
   subsidiaries. (Global Crossing Bankruptcy News, Issue No. 25;
   Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders says, Global Crossing Holdings' 9.625% bonds due
2008 (GBLX08USR1) are trading at 1.5 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GBLX08USR1
for real-time bond pricing.


GMAC COMMERCIAL: Fitch Junks Ratings on Class M and N Notes
-----------------------------------------------------------
Fitch Ratings downgrades GMAC Commercial Mortgage Securities,
Inc.'s mortgage pass-through certificates, series 2000-C2, $4.8
million class M to 'C' from 'B-' and $4.8 million class N to 'C'
from 'CCC'. The following classes are affirmed by Fitch: $111.1
million class A-1, $485.5 million class A-2, and interest-only
class X at 'AAA'; $31 million class B at 'AA'; $28 million class
C at 'A'; $10.6 million class D at 'A-'; $19.3 million class E
at 'BBB'; and $9.7 million class F at 'BBB-'. Fitch does not
rate classes G, H, J, K, L, and O certificates. The rating
affirmations follow Fitch's annual review of the transaction,
which closed in August 2000.

The downgrades reflect continuing deterioration of the pool due
to five loans (3.1%) secured by stand-alone Kmart stores. Two of
the stores have rejected their leases: one in Chicago, Illinois
(1%) is 30 days delinquent and one in Aurora, Illinois (0.9%) is
60 days delinquent. Losses are expected on both loans. The
leases for the remaining three stores have not been rejected to
date. In addition, there are three other delinquent loans
(0.9%): one that is 30 days (0.5%) and two that are 90+ days
(0.4%).

The certificates are collateralized by 130 mortgage loans on 158
multifamily and commercial properties. The collateral also
includes an $88.7 million Freddie Mac guaranteed multifamily
gold mortgage participation certificate secured by two loans
(11.7%) on five multifamily properties, considered to be 'AAA'
in Fitch's analysis.

The pool consists mainly of multifamily (30%), retail (30%), and
office (24%) properties. There are large geographic
concentrations in California (19%) and New Jersey (16%). As of
the August 2001 distribution date, the pool's aggregate
principal balance has been reduced by approximately 1.6%, to
$761.1 million from $773.8 million at closing.

Excluding the Freddie Mac loans which are not required to report
financials, GMAC Commercial Mortgage Corp., the master servicer,
collected year-end 2001 financials for 107 loans, which
represent 85.7% of the pool balance. According to the
information provided, the 2001 weighted average debt service
coverage ratio is 1.51 times, compared to 1.36x at issuance.

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


GS MORTGAGE: Fitch Ratchets Low-B Class E & F Ratings Up A Notch
----------------------------------------------------------------
Fitch Ratings upgrades the GS Mortgage Securities Corp. II,
commercial mortgage pass-through certificates, series 1996-PL,
as follows: $19.2 million class B to 'AAA' from 'AA+'; $17.6
million class C to 'AA' from 'A+'; $17.6 million class D to 'A'
from 'BBB+'; $15.7 million class E to 'BBB-' from 'BB+'; and
$19.6 million class F to 'BB-' from 'B+'. In addition, Fitch
affirms the $37.7 million class A-1, $74.2 million class A-2,
and interest-only classes X-1, X-2, and X-3 at 'AAA'. Fitch does
not rate the $21.9 million class G certificates. The ratings
actions follow Fitch's annual review of the transaction, which
closed in March 1996.

The upgrades reflect an increase in the credit enhancement
levels resulting from prepayments. As of the October 2002
distribution date, the pool's principal balance has been reduced
by approximately 60%, to $223.5 million from $552.1 million at
closing. A total of 108 loans have paid off, including 28 since
last year's annual review. The certificates are paid based on a
modified pro-rata pay structure, where scheduled principal is
distributed pro-rata to classes A-1 through F; all unscheduled
principal (i.e., prepayments) is distributed as standard
sequential pay. Any losses incurred would be distributed first
to the class G certificates. The current credit enhancement
levels are well above the required levels for the transaction to
continue its modified pro-rata schedule.

The pool's property concentration is dominated by retail
properties (95%), although this exposure is mitigated by the
fact that the centers are well diversified by tenants, mostly
grocery and pharmacy stores, signed to long-term leases. Three
loans(9%) have exposure to Kmart, however all three loans remain
current.

Protective Life, the master servicer, collected year-end 2001
financials for 94% of the pool by balance. According to the
information provided, the 2001 weighted average debt service
coverage ratio is 1.30 times, compared to 1.32x at YE 2000 and
1.29x at issuance.

Two loans representing 2.5% of the outstanding balance are
currently in special servicing. The larger loan in special
servicing is a $4.5 million retail property located in Baton
Rouge, LA. The largest tenant at the property declared
bankruptcy and rejected its lease; current occupancy is 20%. The
other loan in special servicing, also a retail property, is
expected to be returned to the master servicer. Aside from the
specially serviced loans, six loans (6.2%) have year-end 2001
DSCRs below 1.00x. No loans are currently delinquent.

Fitch applied various hypothetical stress scenarios taking into
consideration all of the above concerns. Even under these stress
scenarios, the resulting subordination levels were sufficient to
upgrade the designated classes. Fitch will continue to monitor
this transaction, as surveillance is ongoing.


HORSEHEAD INDUSTRIES: Committee Gets Nod to Hire Blank Rome
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Horsehead
Industries, Inc., sought and obtained approval from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Blank Rome Comisky & McCauley LLP (known in New York as Blank
Rome Tenzer Greenblatt LLP), as its counsel.

In addition to acting as primary professional spokesperson for
the Committee, Blank Rome's services will include:

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

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

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

  d) negotiation, formulation, drafting and confirmation of
     any plan of reorganization and matters related thereto;

  e) exercising oversight with respect to any transfer,
     pledge, conveyance, sale or other liquidation of the
     Debtors' assets;

  f) any investigation the Committee may desire
     concerning, among other things, the assets, liabilities,
     financial condition and operating issues concerning the
     Debtors that may be relevant to these cases;

  g) communication with the Committee's constituents and
     others as the Committee may consider desirable in
     furtherance of its responsibilities; and

  h) performance of all of the Committee's duties and powers
     under the Bankruptcy Code and the Bankruptcy Rules and the
     performance of such other services as are in the interests
     of those represented by the Committee or as may be ordered
     by the Court.

Blank Rome will receive compensation on an hourly basis.  
Presently, Blank Rome's hourly billing rates are:

          Partners                       $285 - $565
          Associates                     $175 - $360
          Legal Assistants, Law Clerks   $110 - $210
           and Paraprofessionals

The attorneys who will be primarily responsible for this
retention and their hourly rates are:

          Marc E. Richards               $510
          Michael Brownstein             $510

Horsehead Industries, Inc., d/b/a Zinc Corporation of America,
the largest zinc producer filed for chapter 11 protection on
August 19, 2002. Laurence May, Esq., at Angel & Frankel, PC
represents the Debtors in their restructuring efforts. When the
Company filed for protection from its creditors, it listed
$215,579,000 in assets and $231,152,000 in debts.


HYPERTENSION DIAGNOSTICS: Noteholders Waive Registration Default
----------------------------------------------------------------
Hypertension Diagnostics, Inc., (Nasdaq: HDII) reconvened its
Special Meeting of Shareholders at 3 p.m. local time Friday at
the Company's offices at 2915 Waters Road, Suite 108, Eagan,
Minnesota 55121. The Special Meeting had been adjourned from the
original meeting date of September 25, 2002.

The Special Meeting was called for the purposes of allowing the
Company's shareholders to consider and approve Proposal 1:  The
issuance of Common Stock equal to 20% or more of the outstanding
Common Stock of the Company upon (a) conversion of $2,000,000
aggregate principal amount of 8% Convertible Notes due March 27,
2005 and (b) exercise of certain Common Stock Purchase Warrants.
Since a majority of the Company's shares were represented at the
reconvened Special Meeting Friday, a quorum was present.  
Proposal 1 was approved by a majority of the shares present in
person or represented by proxy at the Special Meeting.  
Accordingly, Proposal 1 has been adopted by shareholders of the
Company.

As announced earlier, by a letter dated October 15, 2002, each
of the holders of the Company's 8% Convertible Notes due March
27, 2005 has agreed to waive certain existing covenant defaults
under the Notes if, in exchange, the Company hires a proxy
solicitor for its Special Meeting of Shareholders and on or
before October 25, 2002, obtains shareholder approval of the
proposal put forth at the Company's Special Meeting.  With
today's approval of Proposal 1 by the Company's shareholders,
the Company has met the two conditions for the effectiveness of
the waiver.

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

               Noteholders Waive Registration Default

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


HYSEQ PHARMACEUTICALS: Working Capital Deficit Widens to $3 Mil.
----------------------------------------------------------------
Hyseq Pharmaceuticals, Inc. (Nasdaq: HYSQ), announced results
for the quarter ended September 30, 2002.

For the three months ended September 30, 2002, Hyseq reported a
net loss of $1.4 million compared to a net loss of $10.0 million
for the same period in 2001. For the nine months ended September
30, 2002, Hyseq reported a net loss of $28.5 million, compared
to a net loss of $25.1 million for the same period in 2001.

Revenues for the third quarter of 2002 were approximately $11.0
million, compared to revenues of $5.9 million for the same
period in 2001. Revenues for the nine-month period ended
September 30, 2002 were $22.9 million compared to revenues of
$17.5 million for the same period in 2001. The increase was
primarily due to the accelerated completion of Hyseq's agreement
with BASF Plant Sciences GmbH, scheduled to end approximately
January 31, 2003.

Net loss for the nine months ended September 30, 2002 included a
one-time non-cash expense of $10.0 million for the issuance of
warrants to collaboration partner, Amgen, as part of Hyseq and
Amgen's agreement to develop and market the novel thrombolytic
drug, alfimeprase, for the treatment of peripheral arterial
occlusion (PAO) and other cardiovascular indications. Excluding
the one-time non-cash charge, Hyseq reported a pro forma net
loss of $18.5 million for the first nine months of 2002,
compared to a net loss of $25.1 million for the same period in
2001.

As of September 30, 2002, Hyseq had approximately $4.3 million
in unrestricted cash compared to approximately $12.3 million at
December 31, 2001. In addition, as of September 30, 2002, Hyseq
had $16.0 million available through a line of credit from George
Rathmann, Ph.D., chairman of Hyseq's board of directors. Hyseq
also expects to receive approximately $7.3 million in cash
payments over the next four months from BASF.

Also, at September 30, 2002, Hyseq recorded a working capital
deficit of about $3.1 million.

"As we move into the fourth quarter, we continue to push forward
with clinical programs, collaborations and financial
strategies," said Dr. Ted W. Love, president and chief executive
officer of Hyseq Pharmaceuticals.  "Development of our lead
product candidate, alfimeprase, is on schedule, expected to
begin Phase II trials in the first half of 2003, and we continue
to pursue revenue generating business development opportunities
as well as a variety of financial strategies to bring additional
funding into the company."

Company Highlights

     -- Granted its fifteenth gene-related patent from its
proprietary collection of rarely expressed full-length human
gene sequences.

     -- Callida Genomics, Inc., a majority-owned subsidiary of
Hyseq, signed an agreement with SurroMed and the National
Institute of Standards and Technology to develop a genome-wide
SNP scoring system.

     -- Signed license agreement with UCSF and Celera
Diagnostics granting Celera Diagnostics non-exclusive access to
a large-scale cardiovascular patient DNA sample collection for
use in diagnostics.

     -- Initiated Phase I trial for its lead product candidate,
alfimeprase, for the treatment of peripheral arterial occlusion.

As noted in our first quarter conference call, we have
readjusted our conference call schedule, conducting calls
periodically around major news events and milestones, and
holding one call at the end of the fiscal year instead of on a
quarterly basis. We will be updating the investing public
regularly on our progress through press releases and in
conjunction with presentations at investor meetings and
conferences in compliance with Regulation FD.

Hyseq Pharmaceuticals, Inc., is engaged in research and
development of novel biopharmaceutical products from its
collection of proprietary genes discovered using its high-
throughput screening-by-hybridization platform. This platform
provided a significant advantage in discovering novel, rarely-
expressed genes, and assembly of one of the most important
proprietary databases of full-length human gene sequences.  
Hyseq intends to further elucidate the physiological roles of
its proprietary novel genes.  Hyseq's database includes genes
which encode a number of therapeutically important classes of
molecules including chemokines, growth factors, stem cell
factors, interferons, integrins, proteases, hormones, receptors,
and other potential protein therapeutics or drug targets.

Information about Hyseq Pharmaceuticals is available at
http://www.hyseq.comor by phoning 408-524-8100.  


INTERLIANT: Seeking Open-Ended Lease Decision Period Extension
--------------------------------------------------------------
Interliant, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for more
time to decide on their unexpired leases.

The Debtors request an extension of the time within which they
may assume, assume and assign, or reject the Unexpired Leases
through and including the date on which the Court enters an
order confirming the Debtors' plan of reorganization.

It is irrefutable, the Debtors say, that the Unexpired Leases
are valuable assets of the Debtors' estates and are integral to
the continued operation of their businesses. However, the
Debtors have, to date, been unable to make reasoned decisions
whether to assume or reject all the Unexpired Leases.

The Debtors disclose that they cannot operate their businesses
without the Unexpired Leases. The properties leased by the
Debtors under the Unexpired Leases include the Debtors'
corporate headquarters, data centers and office spaces. In the
short term, it is impossible for them to find suitable
replacements for these Unexpired Leases, the Debtors add.

Since the Commencement Date, the demands on the Debtors and
their personnel and professionals have been great. These
obligations are further magnified as a result of the Debtors'
workforce reduction since the Commencement Date. Despite the
burdens placed upon the Debtors' personnel, the Debtors have
been working diligently to further the Chapter 11 process and
have been engaged in, among others:

     -- Implementing the relief granted by the Court on the
        Commencement Date;

     -- Negotiating and implementing an Interim Cash Collateral
        Order;

     -- Preparing motions for the rejection of unexpired leases
        and entering into new leases which are described more
        fully above;

     -- Working with the recently appointed Creditors' Committee
        in respect of the general background and administration
        of these Chapter 11 cases;

     -- Negotiating and implementing debtor-in-possession
        financing;

     -- Negotiating stipulations with parties in interest; and

     -- Reaching a deal on the sale of a portion of the Debtors'
        business operations to Sprint Communications, Inc.

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.


KMART CORP: Wants to Assume Consignment Pact with M. Fabrikant
--------------------------------------------------------------
Kmart Corporation and its debtor-affiliates want to assume an
Amended and Restated Consignment Agreement, dated October 1,
2002 with M. Fabrikant & Sons, Inc., under which the Debtors
receive jewelry on consignment.  M. Fabrikant is considered a
leader in this area and provides a wide selection of good
quality jewelry.

M. Fabrikant and the Debtors have maintained their trade
relationship for more than ten years.  Even before, M. Fabrikant
has provided moderately priced diamond and precious gem jewelry,
like diamond rings, earrings, and necklaces.  According to Mark
A. McDermott, Esq., at Skadden, Arps, Slate, Meagher & Flom, M.
Fabrikant provides jewelry to the Debtors based on a "perpetual"
consignment relationship.  Under that relationship, M. Fabrikant
gives the Debtors an initial, agreed-upon amount of consignment
"credit."  As of the Petition Date, M. Fabrikant has accorded
the Debtors $3,908,292 in consignment credit.  With this
arrangement, Mr. McDermott says the Debtors have obtained
$3,908,292 in consigned jewelry without having to pay for it
until the Agreement is terminated.  The Debtors estimate that a
total of $532,353 of the inventory had been sold before the
Petition Date, with an additional $3,375,939 of the inventory on
hand.

"It is customary for retailers like the Debtors to take full
advantage of the consignment credit in this fashion," Mr.
McDermott tells Judge Sonderby.  The Debtors could always
acquire from M. Fabrikant additional jewelry, but they must pay
for amounts in excess of the credit in accordance with ordinary
trade terms.

Under the Amended Consignment Agreement, Mr. McDermott
continues, the Debtors and M. Fabrikant agree to increase the
amount of the consignment credit by roughly $1,950,000 from
$3,908,292 to $5,862,438.  The consignment relationship will
remain perpetual. Thus, this credit will persist until the
consignment relationship is either altered or terminated.  Once
the additional consignment credit amount is in place, Mr.
McDermott points out that the Debtors will not owe M. Fabrikant
any money until they receive more than $5,862,438 of
merchandise.  As a result, the Debtors can carry and earn
revenues on $5,862,438 of merchandise without paying M.
Fabrikant anything.

The Agreement will continue until either of the parties elects
to terminate the Agreement upon 60 days notice, but in no event
prior to March 31, 2003.  In addition, M. Fabrikant may not
terminate the Agreement during the Debtors' fiscal fourth
quarter.  In the event a party issues a notice of termination,
Mr. McDermott relates that M. Fabrikant must continue to provide
merchandise on consignment for the 60 days preceding the
termination.  Following the termination, the Debtors will have
another 60 days as Closeout Period to continue to sell the
Consigned Merchandise.  Within 30 days after the Closeout
Period, the Debtors may elect to return some or all of the
Consigned Merchandise for credit.  If any amount remains due,
then the Debtors must pay that amount.  The Debtors, at their
sole discretion, may also return Consigned Merchandise for
credit throughout the term of the Agreement.

"One of the most important advantages of assumption of the
Agreement at this time is the significant increase in the
consignment credit that M. Fabrikant has agreed to provide,"
according to Mr. McDermott.  As a result, Mr. McDermott notes
that the Debtors have received $1,950,000 of additional
financing.  The assumption also cements a relationship with a
key jewelry consignor, thereby preserving the consignment
financing for the benefit of these estates.

"Furthermore, the Debtors will not have to 'cure' any
prepetition defaults, as a condition of the assumption," Mr.
McDermott adds. At this time, according to Mr. McDermott, the
Debtors have no present intention of terminating the
relationship insofar as they rely on the jewelry supplied by M.
Fabrikant to stock their stores and provide customers with a
full range of jewelry choices. (Kmart Bankruptcy News, Issue No.
36; Bankruptcy Creditors' Service, Inc., 609/392-0900)

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


KNOLOGY BROADBAND: Georgia Court Confirms Prepack. Reorg. Plan
--------------------------------------------------------------
Knology, Inc., and Knology Broadband, Inc., announced that the
United States Bankruptcy Court for the Northern District of
Georgia confirmed Broadband's prepackaged plan of reorganization
without modification.  The confirmation is a major milestone
following Knology and Broadband's announcement on September 18,
2002, that they were seeking court approval of a consensual,
prepackaged plan of reorganization of Broadband.

"This is tremendous news for Knology, our customers and our
employees," said Rodger Johnson, President and CEO of Knology
and Broadband.  "The completion of our restructuring puts us in
a position to continue our growth and to capitalize on our
operational successes."

Closing of the restructuring is subject to certain conditions,
all of which the company expects to be satisfied.

Knology and Broadband, headquartered in West Point, Georgia, are
leading providers of interactive voice, video and data services
in the Southeast. Their interactive broadband networks are some
of the most technologically advanced in the country.  Knology
and Broadband provide residential and business customers over
200 channels of digital cable TV, local and long distance
digital telephone service featuring the latest enhanced voice
messaging services, and high speed Internet service, which
enables consumers to download video, audio and graphic files at
fast speeds via a cable modem. Broadband was initially formed in
1995 by ITC Holding Company, Inc., a telecommunications holding
company in West Point, Georgia, and South Atlantic Venture
Funds, and Knology was formed in 1998.  For more information,
please visit ITS Internet site at http://www.knology.com


LB COMMERCIAL: Fitch Affirms Low-B and Junk Ratings on Six Notes
----------------------------------------------------------------
LB Commercial Mortgage Trust's commercial mortgage pass-through
certificates, series 1998-C1 are affirmed by Fitch Ratings as
follows: $125.2 million class A-1, $308 million class A-2,
$642.3 million class A-3 and interest-only class IO at 'AAA';
$86.4 million class B at 'AA'; $86.4 million class C at 'A';
$90.7 million class D at 'BBB'; and $34.6 million class E at
'BBB-'. Fitch also affirms $51.8 million class F at 'BB+'; $34.6
million class G at 'BB'; $17.3 million class H at 'BB-'; $43.2
million class J at 'B'; $17.3 million class K at 'B-'; and $17.3
million class L at 'CCC'. The rating affirmations follow Fitch's
annual review of the transaction which closed in March 1998.

The rating affirmations are the result of the overall steady
performance of the mortgage pool since issuance. GMAC Commercial
Mortgage Corp., as master servicer, collected 96.9% of year-end
2001 operating statements by outstanding loan balance. The
weighted average debt service coverage ratio for those loans
remained flat at 1.49 times at YE 2001, compared to 1.49x at YE
2000 and 1.35x at issuance. Approximately 9.2% of the
transaction had DSCRs less than 1.00x compared to 4.3% at YE
2000.

As of the October 2002 distribution date, the collateral balance
has been reduced by 8.3%, to $1.59 billion from $1.73 billion at
issuance. Fifteen loans have paid off, bringing the number of
loans to 243 from 259 at issuance. The deal is geographically
diversified, with properties located in 30 states with major
concentrations in Florida (9.9%), New York (9.7%), California
(8.1%), Texas (7.9%) and Pennsylvania (6.1%). The geographic
diversification is seen as a strength, however, Fitch is
concerned that 46.5% of the transaction is collateralized by
retail loans and 6.5% is collateralized by hotel loans.

The five largest loans comprise only 10.9% of the transaction's
loan balance. The weighted average DSCR for these loans
increased to 1.41x at YE 2001 from 1.36x at YE 2000 and 1.32x at
issuance. The loan size diversification of the transaction is
seen as another strength of the pool, however, one of the five
largest loans is on the servicer's watchlist which is a concern.

Fitch considers 15 loans, representing 7.2% of the pool, to be
of concern. There are four loans, representing 2.2% of the pool,
in special servicing. The largest of these loans is
collateralized by a full service hotel (1.2% of the pool)
located in Kissimmee, Florida, approximately one mile from the
Disney World main gate. The loan transferred to special
servicing due to debt service payment default, and GMACCM has
filed for foreclosure. The decline in performance is due to an
overdeveloped market and a drop in the tourism industry. The
second largest specially serviced loan is secured by an office
property (0.7% of the pool) located in Skokie, Illinois. The
loan transferred to the special servicer because of payment
default. The property is 43% occupied due to several tenants
vacating when their leases expired. The property is real estate
owned.

There are two additional loans (0.28%) in special servicing. The
first loan, representing 0.14% of the pool, is secured by a
retail property located in Orlando, Florida. The loan
transferred to the special servicer because of poor management
resulting in occupancy problems. A new manager is now in place
and the GMACCM is considering a forbearance agreement. The loan
is currently 90 days delinquent. The second loan, representing
0.14% of the pool is secured by an industrial property located
in Riverside, New Jersey. The loan transferred to special
servicing after the largest tenant vacated. The borrower
transferred the property to GMACCM via a deed in lieu. There is
a prospective buyer and GMACC is in preliminary negotiations.

The loans of concern were defaulted in various stress scenarios.
The resulting subordination levels were sufficient to affirm the
current ratings. Fitch will continue to monitor the high
concentration of loans collateralized by retail and hotel
properties and loans of concern as surveillance is ongoing.


LLS CORP: Goldsmith Closes Asset Sale to Precise Tech. For $130M
----------------------------------------------------------------
Goldsmith Agio Helms has completed sale of its client, LLS
Corp., to Precise Technology, Inc.  The sale marks the 48th
transaction in the plastics industry completed by Goldsmith Agio
Helms' Plastics Group.

Precise Technology will pay approximately $130 million to
acquire 100% of the stock of U.S. LLS Corp. Funding for the
acquisition includes new equity from Code Hennessy & Simmons and
new senior and subordinated debt from a syndicate of lenders led
by Wachovia Securities.

LLS Corp., filed a Chapter 11 bankruptcy petition on January 16,
2002. In April, the U.S. Bankruptcy Court in St. Louis, Missouri
approved LLS Corp.'s request that the Company be allowed to seek
a buyer through a public auction process to be managed by the
investment banking firm of Goldsmith Agio Helms. The Company
announced on August 22, 2002 that it had signed a definitive
agreement with Precise Technology, and that LLS Corp.'s senior
secured lenders had entered into a binding lock-up agreement to
vote in support of the sale. U.S. Bankruptcy Court in St. Louis,
Missouri, approved the purchase agreement on August 22, 2002 and
confirmed the Plan of Reorganization on September 25, 2002.

David Solomon, Managing Director and Member of Goldsmith Agio
Helms, and the leading banker on the transaction commented,
"Goldsmith Agio Helms, with the consent of the debtor and its
lenders, undertook an unusual privately negotiated marketing
process designed to incent buyers to reach higher valuations
than they would in a public forum."

"[Fri]day's announcement is an important step for the customers,
suppliers and employees of LLS Corp.'s operating subsidiaries,
Courtesy Corporation and Creative Packaging," said David M.
Sindelar, Chief Executive Officer. "The sale to Precise
Technology will end the uncertainty regarding their future."

John R. Weeks, CEO of Precise Technology, stated, "This
acquisition will leverage the vast manufacturing resources,
facilities and technologies of both companies, enabling Precise-
Courtesy to advance it's commitment to represent the top value
global producer of sophisticated plastic packaging and
healthcare components."

Brian P. Simmons, a Partner at Code Hennessy & Simmons LLC,
said, "We are excited to be able to support Precise Technology's
outstanding management team with a substantial additional equity
investment. We believe in their strategy, focus, and talents,
and are confident of their ability to deliver results."

LLS Corp., used the law firm of Lewis, Rice & Fingersh, L.C.,
for all legal matters relating to the bankruptcy restructuring
and sale. Chanin Capital Partners served as financial advisor to
LLS Corp. Precise Technology was advised by the law firm of
Kirkland & Ellis.

LLS Corp., is headquartered in Buffalo Grove, Illinois. Through
it's operating subsidiaries Courtesy Corporation, Creative
Packaging Corp., and Courtesy Sales Corp., LLS Corp., is a
leading designer and manufacturer of precision injection-molded
plastic components, closures, and dispensing systems used in the
healthcare, packaging, and consumer products market segments.

LLS Corp., generated sales of approximately $140 million in its
fiscal year ended September 30, 2002, and is well-known as a
one-stop provider of concept development, tooling, product
manufacturing, assembly, and just-in-time distribution. Its
facilities are some of the most advanced in the world and
include clean room environments for molding and automated
assembly. The Company's closure and dispensing systems are used
to cap or dispense well-known products such as Gatorade, Heinz
Ketchup, Kraft Parmesan Cheese, Hershey's Chocolate Syrup, and
Mennen Speed Stick Deodorant. The Company's medical and
pharmaceutical components are used by companies such as Abbott
Laboratories, Schering-Plough, Johnson & Johnson, Baxter
International, and Eli Lilly in many medical devices, including
asthma inhalers, insulin pens, medical trays, and test packs for
pregnancy, hepatitis, and strep throat.

Precise Technology, Inc., headquartered in North Versailles,
Pennsylvania, is also a manufacturer of precision and injection-
molded plastic components, serving similar market segments with
complementary manufacturing disciplines.

Precise Technology is majority owned by Code Hennessy & Simmons
LLC, a Chicago-based private investment firm. Code Hennessy &
Simmons LLC manages approximately $1.5 billion in capital and
makes controlling equity investments in manufacturing,
distribution, and service companies.

Goldsmith Agio Helms -- http://www.agio.com-- is the nation's  
leading private investment banking firm that specializes in
representing sellers of public and private middle market
businesses, having completed more than one hundred transactions
in the past three years. The firm provides sell-side M&A
advisory, private placements of debt and equity, distressed
company advisory, special purpose valuations, and fairness
opinions, through its offices in Minneapolis, New York, Chicago,
Los Angeles, and Naples, Florida.


LODGIAN: Wins Approval to Implement Management Incentive Program
----------------------------------------------------------------
Lodgian, Inc., and its debtor-affiliates obtained permission
from the Court, pursuant to Sections 105 and 363 of the
Bankruptcy Code, to implement its management incentive program
in connection with the confirmation of the Debtors' Joint Plan
of Reorganization in these Chapter 11 Cases.

To recall, the Management Incentive Program was negotiated with
the Committee and reflects a consensual compensation and
incentive Plan that:

-- compensates certain members of Management for their
   dedication towards a speedy resolution of these Chapter 11
   Cases, and

-- continues to incentivize members of Management towards an
   expeditious and orderly emergence from Chapter 11.

The salient terms of the Management Incentive Program are:

A. Reorganization Bonuses for Management:  On or as soon as
   reasonably practicable after the Effective Date, the
   reorganized Debtors will pay bonuses to these members of the
   Debtors' management:

                              Plan is confirmed
                   --------------------------------------------
                   by 11/15/02 11/16/02-12/15/02 after 12/15/02
                   ----------- ----------------- --------------

   David Hawthorne   $1,000,000     $950,000         $900,000
   President & CEO

   Richard Cartoon      500,000      450,000          400,000
   CFO

   Mike Amaral          500,000      450,000          400,000
   COO

  In addition, on or as soon as reasonably practicable after the
  Effective Date, five members of the Debtors' management will
  share in a $500,000 bonus pool funded by the Reorganized
  Debtors.  The amount to be paid to these five members of
  Management does not vary based upon the Plan confirmation
  date;

B. Modification of David Hawthorne's Employment Contract:  By
   Order dated April 17, 2002, this Court previously approved
   the Debtors' assumption of an employment contract with Mr.
   Hawthorne as their President and Chief Executive Officer.  As
   part of the proposed program negotiated between the Debtors
   and the Committee, Mr. Hawthorne's Employment Contract will
   be modified so that the minimum severance payment Mr.
   Hawthorne will receive from the Debtors upon termination of
   his employment for death, disability, or retirement, should
   be equal to his base salary for a period of 24 months.
   Additionally, if Mr. Hawthorne and the Board of Directors of
   the Reorganized Lodgian, Inc. do not reach an agreement on a
   mutually satisfactory long-term contract and long-term
   incentive compensation agreement within six months from the
   Effective Date, it has been agreed that Mr. Hawthorne may, at
   his discretion, voluntarily terminate his employment and
   collect an amount equal to his severance, as provided by
   the Employment Contract, as if he were terminated without
   cause;

C. Discretionary Bonuses for Employees:  On or as soon as
   reasonably practicable after the Effective Date, Reorganized
   Lodgian, Inc., will have a $200,000 discretionary emergence
   bonus pool to reward certain other employees who are not
   members of Management for their services throughout the
   Chapter 11 Cases.  It is currently contemplated that not less
   than ten employees would be eligible to participate in the
   Discretionary Bonuses and that no individual employee would
   receive more than $30,000.  Management will not be entitled
   to receive any portion of the Discretionary Bonuses and the
   Discretionary Bonuses will require Board approval prior to
   issuance. (Lodgian Bankruptcy News, Issue No. 18; Bankruptcy
   Creditors' Service, Inc., 609/392-0900)  


LOGIMETRICS INC: Board Appoints Recognition Group as Liquidator
---------------------------------------------------------------
LogiMetrics, Inc., (OTCBB: LGMTA) said that its Board of
Directors has appointed a Recognition Group, LLC entity to
effect the liquidation of the Company's business.

Last month, the Company announced that, based on the
recommendation of a Special Committee of its Board of Directors,
the Board had approved the liquidation and winding up of the
Company's business. In connection with the appointment of the
liquidator, all of the Company's current officers and directors
have resigned effective immediately and have been replaced by
representatives of the liquidator.

Interested parties should contact Recognition Group, LLC at the
following address:

               Recognition Group, LLC
               114 5th Avenue, 4th Floor
               New York, NY 10011
               Tel: (212) 886-8650

As previously announced, the Company does not expect that
stockholders will receive any liquidating dividend or
distribution in connection with the liquidation of the Company's
business.


LTV CORP: Gets Go-Signal to Abandon Interest in 6 Foreign Units
---------------------------------------------------------------
The LTV Corporation and its debtor-affiliates obtained the
Court's authority to abandon their ownership interests in six
non-debtor, foreign affiliates:

1. Chateaugay Corporation;

   Debtor Reomar, Inc., owns 100% of the issued and outstanding
   shares of capital stock of Chateaugay Corporation, a Republic
   of Panama corporation.

2. Inmobiliaria Nueva Icacos, S.A. de C.V.;

   Debtor Investment Bankers, Inc., owns 100% of the issued and
   outstanding shares of capital stock of Inmobiliaria Nueva
   Icacos, S.A. de C.V., a Mexico corporation.

3. LTV International, N.V.

   LTV owns 100% of the ownership interests in LTV International
   N.V., a Netherlands Antilles limited liability company.
   Antillean Management Corporation acts as the "managing
   director" of LTV International.  AMACO bills LTV for
   management services provided by AMACO and for annual fixed
   fees.

4. Repsteel Overseas Finance, N.V.

   LTV owns 100% of the ownership interests in Repsteel
   Overseas Finance N.V., a Netherlands Antilles limited
   liability company.  Curacao Corporation Company N.V. acts
   as the "managing director" of Repsteel.  Curacao has
   notified LTV that it will resign as managing director of
   Repsteel if LTV does not pay its invoices for management
   services by September 30, 2002, and that such resignation
   would cause Repsteel to forfeit its good standing under
   the laws and regulations of the Netherlands Antilles.

5. Varco-Pruden Exports, Ltd.,

   Debtor VP Buildings, Inc. owns 100% of the ownership
   interests in Varco-Pruden Exports, Ltd., a Bahamas company.

6. Varco-Pruden International de Chile

   Debtor Varco Pruden International, Inc., owns 100% of the
   ownership interests in Varco Pruden International de Chile
   Limitada, a Chilean limited liability company. (LTV
   Bankruptcy News, Issue No. 38; Bankruptcy Creditors' Service,
   Inc., 609/392-00900)

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


METALS USA: Asks Court to Estimate Unliquidated Foam Claims
-----------------------------------------------------------
For purposes of allowance under the Plan of Reorganization,
Metals USA, Inc., and its debtor-affiliates ask the Court to
estimate these unliquidated foam litigation claims pursuant to
Section 502(c) of the Bankruptcy Code:

    Claimant                  Claim No.
    --------                  ---------
    Bridget Hayes, et al.        4254
    Jay P. Hayes, et al.         4256
    Bridget Hayes                4260
    Jay P. Hayes                 4259
    Jay P. and Bridget Hayes     4258
    Ruth Rogers, et al.           944
    Ruth Rogers, et al.          4255

The fixing or liquidation of these Unliquidated Foam Claims
after October 30, 2002, would unduly delay the administration of
Debtors' Chapter 11 cases.  Thus, it is necessary to estimate
these Unliquidated Foam Claims now so that the Debtors can
determine how much New Common Stock to withhold in the Disputed
Claims and Interests Reserve.

The Debtors have already objected to various other foam
litigation claims and are withholding for those Disputed Claims
the full amounts claimed pending resolution in order to avoid
imposing on the Court to estimate those claims before the
initial distribution.  These claims include:

    Creditor Name                 Claim #     Amount
    ---------------------------   -------   ----------
    Backyard Display Center Inc    1642       $236,000
    Barnhart, Charles              1278        350,000
    Escott, Ward                   3587        350,000
    Goins, Polly                   3588        350,000
    Green, Zepher                  3590        350,000
    Richter, Peter                 3592        350,000
                                            ----------
    Total                                   $1,986,000

The Debtors ask the Court to find that the $1,986,000 currently
held back in the Disputed Claims and Interests Reserve on
account of the Other Foam Claims is sufficient holdback for both
the Other Foam Claims and the Unliquidated Foam Claims addressed
in this motion.  The Debtors believe that the Other Foam Claims
and Unliquidated Foam Claims addressed in this Motion will not
exceed $1,986,000. (Metals USA Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


MIM CORP: Working Capital Deficit Tops $7.5 Million at June 30
--------------------------------------------------------------
MIM Corporation (NASDAQ:MIMS) (CBOE:OQX) (AMEX:OQX), a
pharmaceutical healthcare organization, reported third quarter
and nine month results for 2002.

Financial Highlights

     --  Third quarter Specialty revenues grew 350% compared to
         the third quarter of 2001

     --  Third quarter operating income, excluding a special
         gain in 2001, increased 78% over the prior year

     --  Cash flow from operations for the nine months rose to
         $18.2 million, a $15.7 million increase over the prior
         year

     --  Excluding special gains in 2002 and 2001, EBITDA for
         the nine months increased 50% over the prior year

     --  Mail and Specialty prescriptions filled in the nine
         months increased 82% over the same period of 2001

Third quarter net income was $4.5 million, compared to net
income of $3.4 million, excluding 2001 special gains of $0.06
per diluted share and the $0.02 impact of amortization of
goodwill for the third quarter of 2001. Average diluted shares
outstanding for the third quarter increased by 1.2 million to
23.8 million shares.

At June 30, 2002, the Company's balance sheets show a working
capital deficit of about $7.5 million.

Revenues for the third quarter increased 16% to $138.5 million
from $119.9 million a year ago. In the second quarter of 2002,
the Company changed the terms of some of its PBM customers,
where the Company no longer accepted credit risk on these
customers. After giving effect to that change, current
accounting rules required the Company to classify $20.4 million
of gross PBM Services revenue in the current quarter on a net
basis. That change had the effect of reducing the gross PBM
Services revenue and cost of revenue by $20.4 million. That
resulting change had no effect on reported gross profit.

Specialty revenues increased 350% in the current quarter to
$43.7 million from $9.7 million in the third quarter of 2001 due
to the inclusion of Vitality's revenues from February 2002 and
continued growth in each of the BioScrip injectable and infusion
therapy programs.

Revenues from PBM Services decreased 14% to $94.8 million in the
current quarter compared to $110.2 million in the third quarter
of 2001. This decrease was principally the result of decreases
in revenue associated with the Company's classification of
certain PBM revenues from gross to net, the liquidation of
Access MedPLUS in the fourth quarter of 2001, and the Company's
termination of certain unprofitable PBM accounts.

EBITDA for the third quarter 2002 totaled $7.3 million, compared
to $6.6 million for the same period last year. EBITDA for 2001
includes a special gain of $1.5 million. Operating income for
the third quarter of 2002 increased 22% over the same period
last year to $5.8 million. 2001 operating income includes a
benefit of $1.0 million (special gain offset by the amortization
of goodwill).

Richard H. Friedman, Chairman and Chief Executive Officer
commented: "The quarter's improved results were driven by growth
in Specialty and mail prescriptions, both supported by solid
recurring volume in PBM services. The period further reflects
our efforts to penetrate our customer base and better leverage
our existing infrastructure."

The applicable income tax rate in the third quarter of 2002 was
20% compared to 8.6% for the third quarter of 2001 as a result
of higher taxable income offset by the utilization of net
operating loss carryforwards.

Cost of revenue for the third quarter of 2002 was $120.6
million, compared with $106.2 million for the same period last
year. This increase reflects the growth of the Company's
Specialty Pharmaceutical and mail service businesses and the
inclusion of Vitality since February 2002. Overall increases in
cost of revenue were offset by decreases in PBM cost of revenue
due to the Company's classification of certain PBM revenues from
gross to net, the loss of revenue due to the liquidation of
Access MedPLUS and the Company's termination of certain
unprofitable PBM accounts.

Gross profit for the quarter increased 31% to $18.0 million from
$13.7 million in the prior year, primarily due to growth in the
Company's Specialty Pharmaceutical and mail service operations
and the inclusion of Vitality's financial results. These
increases were offset by the loss of gross profit as a result of
the liquidation of Access MedPLUS and the Company's termination
of certain unprofitable PBM accounts. The gross profit
percentage for the third quarter of 2002 was 13.0% compared with
11.4% for the same period a year ago.

Selling, general and administrative expenses increased to $11.7
million for the third quarter of 2002 from $9.8 million for the
same period a year ago. This increase is principally the result
of the inclusion of Vitality's expense in the Company's results
since February 2002, additional expenses incurred to support the
growth of the Company's businesses as well as higher insurance
premiums.

During the quarter the Company announced that its BioScrip
division had signed a contract with Allianz Healthcare Re, the
healthcare reinsurance unit of Allianz Life Insurance Company of
North America (Allianz Life). Allianz Life is one of the leading
health reinsurers in the United States. Through the agreement,
BioScrip will offer specialty pharmaceutical distribution and
management services including compliance monitoring programs
targeted at high cost injectable therapies that service the
chronically ill and genetically impaired.

Net income for the nine months was $13.6 million or $0.57 per
diluted share, compared to net income of $10.0 million or $0.47
per diluted share, excluding 2002 and 2001 special gains of
$0.03 and $0.10 per diluted share, respectively, and the $0.06
impact of amortization of goodwill in the same 2001 period.

EBITDA for the nine months of 2002 grew 34% to $23.1 million,
compared to $17.3 million in the previous year's period. EBITDA
includes special gains of $0.9 million and $2.5 million for 2002
and 2001 respectively. Operating income for the nine months
ended September 30, 2002 increased 55% to $18.5 million from the
same period last year. Operating income includes a special gain
of $0.9 million in 2002 and a benefit of $1.1 million in 2001
(special gains offset by the amortization of goodwill).

Revenues for the nine months increased 28% to $426.0 million
from $332.8 million for the same period in 2001. Specialty
revenues increased 318% in the nine-month period to $119.1
million from $28.5 million in 2001 for the reasons discussed
above. PBM and mail service revenues for the nine months were
flat, primarily as a result of the Company's classification of
certain revenues from gross to net, the loss of revenue due to
the liquidation of Access MedPLUS and Company's termination of
certain unprofitable PBM accounts.

Cost of revenue for the nine months totaled $374.5 million
compared to $294.0 million for the same period last year. This
increase was offset by decreases in cost of revenue from the
Company's classification of certain PBM revenues from gross to
net, the loss of revenue due to the liquidation of Access
MedPLUS and the Company's termination of certain unprofitable
PBM accounts.

Gross profit for the nine months was $51.4 million compared to
$38.7 million in the nine months of 2001, primarily due to
growth in the Specialty Pharmaceutical business. Increases in
gross profit were offset by the loss of revenue due to the
liquidation proceeding of Access MedPLUS and the Company's
termination of certain unprofitable PBM accounts. The gross
profit percentage increased to 12.1% for the nine months 2002
period compared to 11.6% for the same period in 2001.

Nine month selling, general and administrative expenses
increased to $32.8 million from $27.6 million in the first nine
months of 2001, an increase of $5.2 million or 19% for the same
reasons previously discussed. Expenses as a percentage of
revenue decreased to 7.7% from 8.3% for the prior year.

The Company appointed James S. Lusk to the position of Chief
Financial Officer at the end of the third quarter.  Mr. Lusk
comes to MIM with more than 20 years of financial experience at
major corporations including Lucent and AT&T.  Mr. Friedman
noted that one of Mr. Lusk's most important duties would be
shareholder communications and that MIM is dedicated to
improving transparency and credibility.

Days sales outstanding have improved from 57 days at December
31, 2001 to 45 days at September 30, 2002. Inventories have
grown commensurate with revenue growth and the inclusion of
Vitality.

The Company generated a total of $18.2 million in operating cash
flow in the nine-month period of 2002. The outstanding bank
borrowings under the working capital line of credit were $5.6
million as of September 30, as compared to $11.7 million at the
end of the second quarter. In addition, total stockholders'
equity grew 43.6% in the nine months.

James S. Lusk, Chief Financial Officer, commented that the
Company continues to demonstrate consistent growth in operating
cash flow. "We again ended the quarter with a strong balance
sheet, which gives us the ability to fuel continued growth."

"The fundamental strength of our business plan, execution and
market potential remains solid," added Mr. Friedman. "As the US
healthcare system continues to look for savings, our customers
are seeking more integrated services and demonstrable cost
benefits. Looking to the future, we plan to continue to find
ways to increase shareholder value by leveraging our customer
base and the growth drivers in our industry."

MIM Corporation -- http://www.mimcorporation.com-- is a  
pharmaceutical healthcare organization delivering innovative
pharmacy benefit and healthcare solutions that provide results
beyond expectations. We excel by harnessing our clinical
expertise, sophisticated data management, and therapeutic
fulfillment capability, and combine it with our dedicated,
responsive team of professionals that understands our partners'
needs. The result is cost-effective solutions enhancing the
quality of patient life.


NATIONAL STEEL: Transferring Donner-Coke Plant to Steelfields
-------------------------------------------------------------
Mark P. Naughton, Esq., at Piper Marbury Rudnick & Wolfe,
recounts that National Steel Corporation and its debtor-
affiliates have previously obtained authority to transfer
certain real property located in Buffalo, New York, to
Steelfields LLC.  The property covers 84 acres of real property
that is commonly known as the former Donner-Hanna Coke Plant.
The Property is jointly owned by The Hanna Furnace Corporation,
a debtor-affiliate, and LTV Steel Company, Inc.  Hanna and
Steelfields have no business relationship other than this
transaction.

Accordingly, the Debtors now want to effect the Court-approved
Consent Order and assign the Donner-Hanna Coke Plant in
accordance with the Property Transfer Agreement among Hanna, LTV
and Steelfields.

The salient terms of the Property Transfer Agreement are:

Transfer:      The property is transferred free and clear of tax
               Liens.

Reservations,
Restrictions &
Exceptions:    The Transfer Agreement and the Property are
               subject to:

               (a) any rights of way, easements, liens or
                   encumbrances apparent from a reasonable
                   inspection of the Property or which an
                   accurate and commercially reasonable survey
                   would reveal;

               (b) zoning, subdivision and other governmental
                   restrictions or requirements, which could
                   affect, or could reasonably be expected to
                   have a material effect on, the use, enjoyment
                   and development of the Property; and

               (c) any liens or encumbrances of record affecting
                   the Properties -- except for delinquent real
                   estate taxes and tax liens.

The Deeds:     The Property will be transferred by one or more
               Quitclaim Deeds.

Closing:       The Closing will occur at the offices of Coluci &
               Gallagher, P.C. in Buffalo at 9:00 A.M. local
               time on a business day agreed to in writing by
               the Parties.  The Closing Date will not be later
               than later than 30 days after satisfaction of
               these conditions:

               (a) Approval of the Transfer Agreement by the
                   Bankruptcy Courts;

               (b) Entry of the Consent Order;

               (c) Agreement upon and execution of the
                   Administrative Order on the Consent Order
                   with the State of New York Department of
                   Environmental Conservation.  Under the
                   Administrative Order, Hanna and LTV will
                   contribute specified assets and assign
                   certain insurance rights into an escrow fund
                   to be used for remediation of the Property by
                   Steelfields;

               (d) Agreement upon and execution of the Voluntary
                   Cleanup Agreement between Steelfields and the
                   Department of Environmental Conservation; and

               (e) Agreement upon and execution of a final
                   Escrow Agreement establishing the Escrow
                   Account.

               If despite their efforts, one or more of the
               conditions to the Closing are not satisfied or
               waived by any of the Parties in whose favor it
               was established, then any of the Parties may
               terminate the Agreement.  If any of the Parties
               elect to terminate the Agreement and if none of
               the Parties are in breach, then no Party will
               have any further liability under the Agreement to
               any other Party.

Survey Title
Commitments:   (a) Steelfields may, at its sole cost, obtain an
                   update of existing surveys or another survey
                   and the title insurance as it deems necessary
                   or desirable; and

               (b) After execution of this Agreement and before
                   the Closing, neither Hanna nor LTV will grant
                   or enter into any lease, easement or other
                   document, which would convey an interest in,
                   or create a restriction on the Property
                   without the consent of Steelfields.

Default,
Failure
To Close:      If the transactions contemplated do not close as
               a result of:

               (a) Steelfields' breach, default or failure to
                   perform its obligations under the terms of
                   the Agreement, the sole and exclusive remedy
                   of LTV and Hanna will be to pursue specific
                   performance against Steelfields and
                   reasonable, actual attorneys' fees; and

               (b) the default or non-performance by either LTV
                   or Hanna of their obligations under the
                   Agreement, Steelfields' will be entitled
                   either:

                   -- to terminate the Agreement in full and
                      final satisfaction of all of Hanna's and
                      LTV's obligations to Steelfields; or

                   -- to pursue specific performance against
                      Hanna and LTV and reasonable, actual
                      attorneys' fees.

               Denial of Bankruptcy Court or other Court
               approval of, or failure to reach agreement upon,
               any of the specified Conditions Precedent will
               not be considered a breach, default or failure to
               perform by either Parties.

               Neither Party may terminate the Agreement unless
               and until the non-defaulting Party gives notice
               to the defaulting Party stating the breach upon
               which the termination is predicated and the
               defaulting Party fails to cure that breach within
               30 days.

Pro-ration:    The Parties will, as of the Closing Date,
               prorate:

               (a) all real estate taxes and assessments, both
                   general and special; and

               (b) all water and sewer charges,

               except for special assessments arising from any
               actions or petitions by Hanna or LTV, which will
               be Steelfields sole responsibility.

Expenses:      (a) LTV and Hanna will pay their own expenses
                   incurred in the course of performing their
                   obligations under the Agreement; and

               (b) Steelfields will pay:

                   -- All real estate transfer taxes;

                   -- The cost of any Title Commitment or Title
                      Policy it desires;

                   -- The fees for filing and recording the
                      Deeds and other documents which
                      Steelfields may reasonably deem to be
                      necessary;

                   -- The cost for any new or updated survey;
                      and

                   -- All other expenses it incurred in the
                      course of performing its obligations under
                      the Agreement.

Indemnification:

               Steelfields Transferee agrees to indemnify,
               defend and hold harmless LTV and Hanna, from any
               and all liabilities and claims asserted by any
               local, state or federal agency or governmental
               authority or by a private party for or relating
               to:

               (a) Steelfields' failure to satisfy the terms and
                   conditions of the Voluntary Cleanup Agreement
                   or the DEC-approved Workplans, as they may be
                   amended from time to time;

               (b) Conditions, which existed on the Property
                   before, on or after the Closing;

               (c) Conditions from the Property to the extent
                   that they emanate from the Properties after
                   the Closing; and

               (d) Steelfields' failure to comply with
                   applicable regulatory or public safely
                   requirements pertaining to the Property after
                   the Closing.

               Steelfields will not assume any liability or
               obligation with respect to:

                 (i) any Claims that are discharged through
                     Hanna's or LTV's pending or previous
                     bankruptcy proceedings;

                (ii) conditions from the Property to the extent
                     that they emanated from the Property before
                     the Closing; and

               (iii) exposures to conditions on the Property,
                     which occurred before the Closing.

Notices:       All notices, consents and approvals required
               under the Agreement will be in writing and will
               be deemed to have been given or made:

               (a) if sent by U.S. certified or registered mail,
                   with appropriate postage attached on the
                   second business day after deposit;

               (b) if sent by hand, upon delivery;

               (c) if by prepaid overnight courier service on
                   the next business day following delivery to
                   that service; and

               (d) if sent by fax, upon confirmation of receipt
                   of that fax.

               Notices must be addressed to:

               -- If to LTV:       LTV Steel Company, Inc.
                                   6801 Brecksville Road
                                   Independence, OH 44131
                                   Attn: Secretary

                  With copy to:    Squire, Sanders & Dempsey LLP
                                   1300 Huntington Center
                                   41 South High Street
                                   Columbus, OH 43215
                                   Attn: Van Carson, Esq.
                                   Phone: (216) 479-8559
                                   Fax: (216) 479-8776

               -- If to Hanna:     The Hanna Furnace Corporation
                                   4100 Edison Lakes Parkway
                                   Mishawaka, IN 46545-3440
                                   Attn: Ronald J. Werhnyak
                                   Vice President & Gen. Counsel
                                   Phone: (574) 273-7601
                                   Fax: (574) 273-7609

                  With copy to:    Babst, Calland, Clements
                                   Two Gateway Center
                                   Pittsburgh, PA 15222
                                   Attn: Donald C. Bluedorn
                                   Phone: (412) 394-5450
                                   Fax: (412) 394-6576

              -- If to Transferee: Steelfields LLC
                                   Paul H. Werthman, P.E.
                                   Turn Key Environmental
                                   Restoration, LLC
                                   Key Tower, Suite 1350
                                   50 Fountain Plaza
                                   Buffalo, New York 14202
                                   Phone: (716) 856-0635
                                   Fax: (716) 856-0583
(National Steel Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


NEXTEL COMMS: Retires $1.5B in Debt & Preferred Securities in 3Q
----------------------------------------------------------------
Nextel Communications, Inc. (NASDAQ:NXTL), announced record
financial results for the third quarter of 2002 including income
of $526 million. Revenue was $2.3 billion, a 26% increase over
last year's third quarter. Domestic operating cash flow was $878
million, increasing by 67% over the same period last year.
Nextel retired approximately $1.5 billion in debt and preferred
stock during the third quarter, bringing total debt and
preferred stock retirements to $2.6 billion thus far this year.
Nextel added approximately 480,000 domestic subscribers during
the third quarter, finishing the quarter with approximately 10.1
million domestic subscribers.

"Nextel continues to attract high value customers at a healthy
pace. We are growing market share with the best product and
service portfolio in the industry and our cash flow margin
improved to 41%," said Tim Donahue, Nextel's CEO. "Our base of
more than 10 million customers continues to grow due to strong
add-on sales, strong business customer referrals and growth in
targeted segments including construction and government sectors.
At the same time, Nextel is improving its back-office systems,
scaling network expenditures, and keeping our network quality
and customer satisfaction at high levels while reducing customer
churn. Nextel will continue to expand our Direct Connect
capabilities, add new products to our portfolio and continue to
pursue our smart growth strategies."

Nextel's average monthly service revenue per domestic subscriber
remained at $71, significantly higher than other national
wireless carriers. Customer churn was approximately 2% during
the quarter and is the best among the national wireless
carriers.

Nextel's consolidated income available to common stockholders
during the third quarter was $526 million, or $0.58 per basic
share. Gains of $401 million or $0.44 per basic share were
recognized during the quarter related to gains on retirement of
debt and preferred stock. Net of these gains and a $3 million
reduction in investment fair value, Nextel's income available to
basic common stockholders was $128 million or $0.14 per share.

"[Thurs]day's financial results show that Nextel continues to
deliver on our business plan. We are driving top-line growth by
focusing on high-value customers. We are simultaneously driving
higher EBITDA margins by creating operating efficiencies in the
business and we have instilled a more disciplined approach to
capital spending. Together these actions are driving greater
cash flow, which is enabling Nextel to significantly reduce our
debt and preferred stock obligations," said Paul Saleh, Nextel's
EVP and CFO. "During the third quarter, Nextel retired
approximately $1.5 billion in principal amount of debt and
preferred securities. Thus far during 2002, we have retired
approximately $2.6 billion in principal amount of our
securities. These transactions allow Nextel to avoid payments of
approximately $4.4 billion in principal, interest and dividends
over the life of these securities, or approximately $235 million
in interest and dividend savings annually."

For the quarter ended September 30, 2002, Nextel retired $1.5
billion in principal amount of its outstanding debt and
mandatorily redeemable preferred stock in exchange for
approximately 83 million newly issued shares of Class A common
stock and approximately $394 million in cash. Thus far this
year, Nextel has retired approximately $2.6 billion in principal
amount of debt and mandatorily redeemable preferred stock.
Nextel may from time to time as it deems appropriate enter into
similar transactions which in the aggregate may be material.

Domestic capital expenditures were $401 million in the third
quarter of 2002. Total domestic system minutes of use on the
Nextel National Network increased 40% during the quarter when
compared with the same period in 2001 to approximately 19.2
billion total system minutes of use.

Nextel Communications, a Fortune 300 company based in Reston,
Va., is a leading provider of fully-integrated wireless voice
and data communications services including Nextel Direct
Connect(R)--the long-range digital walkie-talkie feature; high
quality digital cellular services; Nextel Online(R) wireless
data content and business solutions; and two-way messaging
services. Nextel and Nextel Partners, Inc. have built the
largest guaranteed all-digital wireless network covering 197 of
the top 200 U.S. markets. Nextel's wireless voice and packet
data communications services are available today in areas of the
U.S. where approximately 239 million people live or work.

                         *   *   *

As previously reported, Fitch Ratings changed the Rating Outlook
on Nextel Communications Inc., to Negative from Stable. The
Negative Rating Outlook applies to Nextel's senior unsecured
note rating of 'B+', the senior secured bank facility of 'BB'
and the preferred stock rating of 'B-'.


NORTEK INC: Look for Third Quarter Earnings Results Today
---------------------------------------------------------
Nortek, Inc., (NYSE: NTK) will provide an audio Webcast of its
quarterly conference call over the Internet on today, October
29, at 9 a.m. EST.  The Company will announce its final results
for the third quarter of 2002 at approximately 8 a.m., also
today.  Instructions for joining the audio webcast can be found
at http://www.nortek-inc.com  An audio replay of the Webcast
will also be available for 15 days at http://www.nortek-inc.com

For more information, contact Joe Grillo or Bob Guenther at
Nicolazzo & Associates in Boston, Mass. at 617-951-0000, or
Nortek Investor Relations at 401-751-1600.

Nortek is a leading international manufacturer and distributor
of high-quality, competitively priced building, remodeling and
indoor environmental control products for the residential and
commercial markets.  The Company offers a broad array of
products for improving the environments where people live and
work.  Its products include range hoods and other spot
ventilation products; heating and air conditioning systems;
vinyl products, including windows and doors, siding, decking,
fencing and accessories; indoor air quality systems; and
specialty electronic products.

                         *    *    *

As reported in Troubled Company Reporter's Thursday edition,
Moody's Investors Service assigned and confirmed ratings to
Nortek, Inc., with Stable outlook.

                        Rating Actions

* B1 senior implied rating

* B1 Issuer rating

* Ba3 on the $200 million senior secured revolving credit
  facility due 2007

* B1 on $175 million of 9.25% senior notes due 3/15/2007

* B1 on $310 million of 9.125% senior notes due 9/1/2007

* B1 on $210 million of 8.875% senior notes due 8/1/2008

* B3 on $250 million of 9.875% senior subordinated notes due
  6/15/2011   

The ratings reflects Nortek's high debt leverage due to its
acquisition-based growth strategy and its negative tangible
equity of about $370 million at June 29, 2002.   


NOVEX SYSTEMS: Independent Auditors Express Going Concern Doubt
---------------------------------------------------------------
Novex Systems International, Inc., evolved from the development
stage in mid-1998 and any evaluation of the Company and its
business should only be made after having given careful
consideration to the following risk factors.

The Company's limited operating history makes it difficult for
investors to evaluate its business based on past performance -
Novex has only had manufacturing operations and related revenues
since April 1998 and it has only owned the Por-Rok business
since August, 1999 and the Sta-Dri business since August, 2000.
As a result, it may be difficult for investors to evaluate its
business and its prospects based on prior performance.

Novex has had losses and may not be able to achieve
profitability. Novex has recorded net losses for each year of
operation (1994-2002). In addition, a significant portion of its
assets are attributable to goodwill. In August, 2000, Novex
purchased all the assets of The Sta-Dri Company, which resulted
in goodwill of $149,000 and is being amortized on a straight-
line method over 10 years. As of May 31, 2002, goodwill net of
accumulated amortization amounted to $628,784. Amortization
expense charged to operations for the fiscal year 2002 was
approximately $49,452. Management will periodically review the
recoverability of goodwill to determine if it has been impaired.
Events that may cause an impairment would be Novex's future
intentions with regard to the operations, and the operations
forecasted undiscounted cash flows. Effective June 1, 2002, any
reduction in the value of goodwill would be to the extent that
the fair market value is less than the carrying amount of
goodwill. This analysis may result in a complete or partial
write-off or acceleration of the amortization period. A write-
down of part or all of this would hurt Company results of
operations and make it even more difficult to achieve
profitability in the future. Going forward, Novex anticipates
incurring significant expenses, including product and service
development expenses, sales and marketing costs and
administrative expenses, as well as other problems, expenses,
delays and other uncertainties inherent in a business with a
relatively short history of operations which is seeking to
expand its operations. Accordingly, these factors will also make
it more difficult to achieve profitability in the near future.

If Novex cannot expand its limited product line, its ability to
increase revenues and become profitable will be hampered. In the
construction products industry, end-users would prefer to use
one manufacturer's products in any given construction project
and distributors generally prefer to stock an expanded rather
than a limited product line. Novex currently markets only a
limited number of products and needs to acquire companies with
complementary products, or it needs to have other companies
private label products using its brand names and their own
formulations and/or develop new products. Because of the
uncertainties associated with obtaining acquisition financing
and with closing these transactions, Novex may not achieve its
objective to expand its product line this year. Furthermore, it
does not currently know when new products under development will
be ready for manufacturing, generate revenues, or whether they
can be successfully marketed. If unable to acquire new products
or develop new products, the Company's ability to achieve
profitability through increased sales from an expanded product
line would be delayed.

If Novex cannot obtain additional financing, it could default on
its debt obligations, lose the Por-Rok facility and suffer a
decrease in revenues. Novex is required to make monthly payments
on the $890,000 Secured Term Loan Promissory Note in favor of
Dime Commercial Corp. In addition, it has bridge loans
outstanding in the amount of $1,011,000 that have matured on
September 15, 2001 and are still outstanding, which notes are
secured by its assets, but subordinated to the loans owed to
Dime Commercial Corp. The Company's ability to pay off the debt
owed to Dime Commercial Corp., and the bridge loan holders will
be dependent to a large extent upon a successful refinancing of
the Company's entire business. If the revenues generated by its
sales and marketing efforts are not sufficient to pay off the
debt owed to Dime Commercial Corp., and the bridge loan holders,
Novex will need to obtain financing from an outside source. If
Novex shall need additional financing for working capital it
does not have any assets to pledge, therefore any future
financing would have to be in the form of unsecured debt
financing that would be subordinated to current secured loans,
or equity financing such as the sale of preferred or common
stock. If Novex had to raise capital through unsecured debt the
interest rate would be much higher than secured financing and
could be as high as 15%-20%. It may also require the issuance of
common stock or a warrant to purchase common stock at less than
favorable prices. On the other hand, if Novex had to raise
financing through the sale of preferred stock the dividend rate
on the stock would likely be in the 10%-15% range. A potential
investor could also require that the preferred stock be
convertible into common stock at a future date on terms that are
not favorable to current common shareholders. Lastly, Novex
could offer to sell common stock to a prospective investor,
however since the Company has yet to become profitable it is
likely that this form of financing would be very dilutive to
current shareholders. If Novex is unable to obtain additional
financing, it could default on the loans made by Dime Commercial
Corp. and the bridge loan holders. Failure to make any of the
payments to Dime Commercial Corp. could result in a re-transfer
of the Por-Rok facility to Dime Commercial Corp. Any such re-
transfer would reduce Novex's operations substantially,
adversely effect its financial condition and results of
operation and make it even more difficult to achieve
profitability in the future.

Because Novex has no patent protection for its product formulae,
its competitors could copy its products and market them under
another name which could decrease Novex's revenues and hamper
its ability to achieve profitability. Since the formulae would
become public knowledge if Novex were to obtain patent
protection, Novex has chosen not to obtain patents on any of its
proprietary technology. Therefore, the absence of patent
protection represents a risk in that Novex will not be able to
prevent other persons from developing competitive products. If
Novex's competitors were to learn of the secret formulae for
making its products, they could easily duplicate the products
and offer them to Novex's customers without any suggestion of
patent infringement. As a result, Novex's revenues would decline
and its ability to achieve profitability would be hampered.

Novex has only one executive officer who performs multiple
functions and may not be able to handle all financial and
executive responsibilities required. Novex relies considerably
on the services of Mr. Daniel W. Dowe, its President. At
present, Mr. Dowe is the Company's only executive officer, in
that the Company's chief financial officer recently left the
Company.  Mr. Dowe is now directly handling all sales and
marketing function and oversees financial and legal
responsibilities. To the extent that the services of Mr. Dowe
become unavailable, it would be very difficult to attract or
retain personnel who would be able to adequately perform the
functions previously performed by Mr. Dowe and the Company's
ability to continue its operations until a replacement is hired
would be substantially hampered.

Because Novex' stock is presently considered to be a "penny
stock", the applicability of "Penny Stock Rules" could make it
difficult for investors to sell their shares in the future in
the secondary trading market. Federal regulations under the
Exchange Act regulate the trading of so-called "penny
stocks", which are generally defined as any security not listed
on a national securities exchange or NASDAQ, priced at less than
$5.00 per share, and offered by an issuer with limited net
tangible assets and revenues. In addition, equity securities
listed on NASDAQ that are priced at less than $5.00 per share
are deemed penny stocks for the limited purpose of Section
15(b)(6) of the Exchange Act. Therefore, during the time which
the common stock is quoted on the NASDAQ OTC Bulletin Board at a
price below $5.00 per share, trading of the common stock will be
subject to the full range of the Penny Stock Rules. Under these
rules, broker dealers must take certain steps prior to selling a
"penny stock," which steps include: (i) obtaining financial and
investment information from the investor; (ii) obtaining a
written suitability questionnaire and purchase agreement signed
by the investor; and (iii) providing the investor a written
identification of the shares being offered and in what quantity.
If the Penny Stock Rules are not followed by the broker-dealer,
the investor has no obligation to purchase the shares.
Accordingly, the application of the comprehensive Penny Stock
Rules may be more difficult for broker-dealers to sell the
common stock, and purchasers of the shares of common stock
offered hereby may have difficulty in selling their shares in
the future in the secondary trading market.

If a trading market is not maintained, holders of the common
stock may experience difficulty in reselling such Common Shares
or may be unable to resell them at all. The Common Shares of the
Company are presently quoted on the NASDAQ Over-The-Counter
(OTC) Bulletin Board.

The independent auditors for the Company have indicated that the
Company has suffered from recurring losses from operations,
including a net loss of $965,481 for the year ended May 31,
2002, and has a negative working capital and shareholder
deficiency as of May 31, 2002. These factors raise substantial
doubt the Company's ability to continue as a going concern.


NTL: Committee Taps Quest to Render Advice re Euroco Business
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of NTL
Incorporated and its debtor-affiliates, asks the U.S. Bankruptcy
Court for the Southern District of New York for an authority to
contract Quest Turnaround Advisors, LLC as its management
services consultants, nunc pro tunc to August 30, 2002.

The Committee reminds the Court that the Debtors' Plan currently
contemplates that upon consummation of the Plan, the Debtors
will divide their current businesses and investments into two
new groups, the holding companies for which are referred to in
the Plan as New NTL and Euroco. Euroco will be the holding
company for the substantially all of the Debtors' businesses and
investments in continental Europe (excluding France) as well as
holding certain other various investments. The Committee
believes that it is in the best interest of the Debtors, their
estates, and their creditors to employ and retain Quest to
provide to the Committee management consulting services with
respect to the future businesses, management and operations of
Euroco.

The Committee further points out that a new business entity like
Euroco has numerous requirements and the Committee believes that
Quest is qualified to provide the management consulting services
that it requires.

Quest will render management consulting services to the
Committee in order to maximize and realize the value of
Euroco. Quest will:

     i) provide management consulting services;

    ii) ensure that Euroco has all necessary transitional IT
        and back office service agreements in place necessary to
        conduct its affairs;

   iii) oversee of the development and implementation of a
        cohesive communication plan for managers and employees
        in operating subsidiaries and for partners/co-investors
        to convey managerial control and direction; and

    iv) provide advice and guidance relating to the operations
        of Euroco post-consummation.

The Debtors agree to pay Quest at its current hourly rate of
$400 per hour plus all of the fees and expenses incurred by
Quest in performing its management consulting services.

NTL is the largest cable television operator and a leading
provider of business and broadcast services in the UK, and the
owner of 100% of Cablecom in Switzerland and Cablelink in
Ireland. Kayalyn A. Marafioti, Esq., Jay M. Goffman, Esq., and
Lawrence V. Gelber, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP represent the Debtors in their U.S. Bankruptcy
proceedings and Jeremy M. Walsh, Esq., at Travers Smith
Braithwaite serves as U.K. Counsel.  On December 31, 2001, the
Company's books and records reflected, on a GAAP basis,
$16,834,200,000 in total assets and $23,377,600,000 in
liabilities.


OGLEBAY NORTON: Raises $75 Million in Private Transaction
---------------------------------------------------------
Oglebay Norton Company (Nasdaq: OGLE) has executed $75 million
in senior secured notes in a private transaction.  In
conjunction with the secured notes transaction, the company has
entered into an agreement with its existing bank group to extend
the maturity on the company's senior secured credit facility
until October of 2004.

John N. Lauer, Oglebay Norton Chairman and Chief Executive
Officer, said, "We are pleased to announce the successful
execution of a $75 million senior secured notes financing.  This
transaction allows us to reduce the amount of our bank facility
and extend its terms.  We believe this transaction has
stabilized our capital structure and allows our management team
to focus on executing our integrated strategy over the next
couple years.  We intend to continue to place emphasis on
improving operating fundamentals and controlling costs in order
to increase cash flows and improve our profitability."

Julie A. Boland, Vice President, Treasurer and Chief Financial
Officer, added, "We are very pleased to have been able to
execute the notes transaction with a group of top-tier investors
while at the same time working hand-in-hand with our existing
bank group to extend our senior credit facility.

"We now have the time and financial flexibility to continue to
improve our operating performance, pay down debt and explore
other financing alternatives at a future time when market and
economic conditions are more favorable," Boland concluded.

The $75 million senior secured notes mature in October 2008,
with scheduled amortization in 2007 and 2008 (50% of original
principal in each year).  Interest on the notes includes a 13%
per annum cash payment, payable quarterly, and a 5% per annum
payment-in-kind.

Oglebay Norton Company, a Cleveland, Ohio-based company,
provides essential minerals and aggregates to a broad range of
markets, from building materials and home improvement to the
environmental, energy and metallurgical industries.  Building on
a 149-year heritage, our vision is to become the best company in
the industrial minerals industry.  The company's Web site is
located at http://www.oglebaynorton.com  

                         *    *    *

As reported in Troubled Company Reporter's August 8, 2002
edition, Standard & Poor's lowered its corporate credit and bank
loan ratings on Oglebay Norton Co., to single-'B' from single-
'B'-plus due to difficult end-market conditions, the company's
weak financial performance, and its limited free cash-flow
generation, which will continue to result in high debt levels.

The outlook is negative.

The ratings reflect Oglebay's very high debt leverage, cyclical
end markets, high capital spending requirements relative to
operating cash flow, and refinancing risk. The ratings also
reflect the company's diversified business segments and a focus
on productivity and operational improvements.


ONLINE GAMING: Sets Annual Shareholders' Meeting for November 21
----------------------------------------------------------------
The annual meeting of shareholders of Online Gaming Systems,
Ltd., shall be held on November 21, 2002, at 10:00 a.m., Pacific
time, in the offices of the Corporation, in the City of Las
Vegas, Nevada.

The shareholders will deliberate and take action on the
following matters:

      1. To elect directors to serve for the ensuing year or
         until their respective successors are duly elected and
         qualified. The nominees are John Copelyn, Gavin
         Chamberlain, Lawrence P. Tombari, and Marcel Golding.

      2. To approve an amendment to the company's articles of
         incorporation to increase the number of shares of
         common stock which the company is authorized to issue
         from 100,000,000 to 200,000,000.

      3. To approve amendments to the company's 1999 stock
         option plan

      4. To ratify the appointment of Moore Stephens, P.C., as
         independent accountants of the company for the fiscal
         year ending December 31, 2002.

      5. To transact such other business as may properly come
         before the meeting or any adjournment thereof.

The board of directors has fixed the close of business on
October 9, 2002 as the shareholder of record date. Only those
shareholders, which were shareholders of record at the close of
business on October 9, 2002, will be entitled to vote in person
at the meeting or any adjournment thereof.

Online Gaming Systems, Ltd., develops and markets Internet and
private network transaction based products that it only offers
to licensed gaming operators inregulated jurisdictions. These
products include Internet Casino Extension, a growing suite of
casino games, webSports, a sports wagering system, Lotto Magic a
lottery system for private, government and fund raising
purposes, and Bingo Blast a multi-player system for charity and
private organization use. The Company also offers wireless and
portable gaming devices through Excel Design.

At June 30, 2002, Online Gaming Systems' balance sheets show a
working capital deficit of about $1.2 million, and a total
shareholders' equity deficit of about $5.1 million.


O'SULLIVAN INDUSTRIES: 1st Quarter Conference Call Set for Today
----------------------------------------------------------------
O'Sullivan Industries Holdings, Inc., (OTC Bulletin Board:
OSULP) a leading manufacturer of ready-to-assemble furniture,
will hold a conference call to review its first quarter results
for fiscal 2003.

    Date:      October 29, 2002

    Time:      10:00 A.M. Central

    Number:    719-457-2625
               Pass Code  613856

    Open To:   Analysts, investors and all interested parties

To participate in the call, please call five to ten minutes
prior to the scheduled start time.  The conference moderator
will establish your participation on the call.

For those unable to participate in the conference call,
playbacks are scheduled for 3:00 p.m. (central) on October 29th
and 10:00 a.m. (central) on October 30th.  Please call (719)
457-2703 and reference the conference pass code of 310689.

For your convenience, an audio webcast of the conference call
will be available on the O'Sullivan Web site at
http://www.osullivan.com The confirmation
number is 613856 and leave the pass code field blank.

In O'Sullivan Industries' June 30, 2002 balance sheets, the
Company recorded a total shareholders' equity deficit of about
$55 million.


OWENS CORNING: Sues AT Plastics et. al. to Recover Transfers
------------------------------------------------------------
Owens Corning and its debtor-affiliates made preferential
transfers of property to these entities 90 days prior to the
Petition Date:

    Transferees                      Amount
    -----------                      ------
    AT Plastics Inc.               $219,135

    AC Leadbetter & Son Inc.       $407,520

    Nextiraone LLC                 $392,795
    (formerly known as Williams
    Communications Solutions LLC)

Accordingly, the Debtors ask the Court:

  -- for an order pursuant to Section 547 of the Bankruptcy Code
     avoiding the Preferential Transfers, net of any subsequent
     new value, and

  -- to enter a money judgment pursuant to Section 550 of the
     Bankruptcy Code in their favor against the transferees in
     the amount of the Preferential Transfers, together with
     interests and costs of suit, including attorneys' fees
     incurred in connection with these adversary proceedings.
     (Owens Corning Bankruptcy News, Issue No. 39; Bankruptcy
     Creditors' Service, Inc., 609/392-0900)   


PANACO: Committee Turns to Petrie Parkman for Financial Advice
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Panaco, Inc.,
asks for authority from the U.S. Bankruptcy Court for the
Southern District of Texas to engage Petrie Parkman & Co., Inc.,
as its Financial Advisor, nunc pro tunc to September 26, 2002.

The Committee seeks to retain Petrie Parkman to:

  a) meet with the Committee to develop an understanding of the
     Committee's objectives;

  b) meet with Panaco management to develop an understanding of
     Panaco's operational and financial objectives;

  c) meet with the management and consulting engineering firm of
     Panaco, as appropriate, to allow Petrie Parkman to gain a
     thorough understanding of the Panaco assets;

  d) review Panaco's historical financial and operating
     statements to allow Petrie Parkman to develop a perspective
     on Panaco's performance;

  e) review Panaco's business plan and capital budget to allow
     Petrie Parkman to develop a perspective on Panaco's
     business prospects;

  f) review the marketing process undertaken by Energy Capital
     Solutions prior to the filing of the case and the marketing
     process of the Debtor during the Chapter 11 case and advise
     the Committee;

  g) assist the Committee in developing a perspective on
     Panaco's assets and operations;

  h) assist the Committee in formulating, considering, and
     proposing various transaction structures designed to
     achieve the Committee's objectives with respect to the
     Reorganization;

  i) develop a preliminary analysis indicating potential
     reference values of Panaco;

  j) present Petrie Parkman's analysis to the Committee;

  k) assist the Committee in assessing the likely reaction of
     the capital markets to the Reorganization and/or one or
     more of the Potential Transactions;

  l) advise and assist the Committee in developing a negotiating
     strategy;

  m) advise and assist the Committee in the course of its
     negotiations during the Reorganization and participate in
     such negotiations;

  n) provide testimony as reasonably requested; and

  o) render other advisory services as may reasonably requested
     by the Committee in connection with this engagement.

Thomas B. Hensley, Jr., co-head of the Restructuring Group of
Petrie Parkman, tells the Committee that Petrie Parkman will be
entitled to:

     (a) a monthly advisory fee of $50,000, commencing September
         30, 2002 through February 28, 2003. Thereafter, Petrie
         Parkman shall receive a monthly advisory fee of $40,000
         commencing March 31, 2003 throughout the term of its
         engagement; and

     (b) a Success Fee equal to $250,000.

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.


PPM AMERICA: Fitch Junks Class A-3 and B Notes' Ratings
-------------------------------------------------------
Fitch Ratings affirms two tranches of notes and downgrades two
tranches of notes issued by PPM America High Yield CBO I Company
Ltd. In conjunction with this action, Fitch removes all of the
rated notes from Rating Watch Negative. The following rating
actions are effective immediately:

     -- $422,472,564 Class A-1 Notes affirmed at 'AA-'.

     -- $22,000,000 Class A-2 Notes affirmed at 'AAA'.

     -- $55,700,000 Class A-3 Notes downgraded to 'CCC+' from
        'BBB-'.

     -- $73,100,000 Class B Notes downgraded to 'C' from 'B'.

PPM America High Yield CBO I Company Ltd., is a collateralized
bond obligation established in March 1999 and is managed by PPM
America. Due to the increased levels of defaults and
deteriorating credit quality, Fitch has reviewed in detail the
portfolio performance of PPM America High Yield CBO I Company
Ltd. In conjunction with this review, Fitch discussed the
current state of the portfolio with the asset manager and their
portfolio management strategy going forward. In addition, Fitch
conducted cash flow modeling utilizing various default timing
and interest rate scenarios. As a result of this analysis, Fitch
has determined that the ratings currently assigned to the class
A-3 and B notes no longer reflect the current risk to
noteholders.

PPM America High Yield CBO I Company Ltd., has been consistently
failing its overcollateralization test since Fitch reviewed and
downgraded the Class A-1, A-3 and B notes in November 2001. As
of the latest Trustee's report dated October 16, 2002, the
overcollateralization level was 90.3%. PPM America High Yield
CBO I Company Ltd.'s cumulative defaulted assets represented
21.8% of the current portfolio collateral. Excluding defaulted
assets, assets rated 'CCC-' or worse represented 19.2% of total
committed investments.

PPM America High Yield CBO I Company Ltd., incorporates an
interest default test which if failed diverts interest proceeds
from the class A-3 and B notes to redeem class A-1 principal.
This test is tripped if cumulative gross defaults exceed the
applicable cumulative default percentage. Currently, cumulative
gross defaults are 21.8%. Once tripped, this test can never be
corrected. The required stress tests for the class A-1 notes
causes this test to trip and therefore turbo out the class A-1
notes to the detriment of the class A-3 and B notes. The class
A-2 notes having already been defeased, are not affected by this
test.


PREMIUM STANDARD: S&P Affirms BB Credit & Sr. Unsecured Ratings
---------------------------------------------------------------  
Standard & Poor's revised its outlook on Premium Standard Farms
Inc., to negative from stable. At the same time, Standard &
Poor's affirmed its double-'B' corporate credit and senior
unsecured debt ratings. About $175 million in debt is rated.

"The outlook revision reflects the impact of the recent downturn
in hog prices, higher grain costs, and Standard & Poor's
expectation that results will not begin to improve until the
second quarter of 2003 (the first quarter of Premium Standard
Farms' fiscal 2004 results)," said Standard & Poor's credit
analyst Jayne M. Ross. Although hog prices have improved
somewhat in the last several weeks, they are still well below
2001 prices. In addition, Standard & Poor's is concerned that
the firm's vertically integrated operations have not reduced the
degree of volatility in Premium Standard Farms' operations as
originally anticipated.

The ratings for Kansas City, Missouri-based Premium Standard
Farms reflect the highly competitive, commodity-based and
cyclical nature of the swine industry, the high fixed costs of
pork processing operations, and the firm's short track record as
a vertically integrated hog processor. These factors are
mitigated by the firm's position as one of the leading
processors in the U.S. with an emphasis on higher-end, value-
added products, the firm's premium niche position, and an
experienced management team.

Premium Standard Farms is the second largest hog producer and
seventh largest processor with operations in Missouri, North
Carolina, and Texas. The firm's Missouri and Texas hog
production facilities supply all of the Missouri hog processing
operations' needs. In North Carolina, the firm produces about
68% of the hogs it slaughters and secures the remaining 32%
of its needs through supply agreements with local farmers. This
vertical integration, combined with the firm's access to
genetically developed breeding stock, ensures that the company
has access to a reliable supply of high-quality hogs. Further,
this structure results in increased efficiencies relative to
Premium Standard Farms' competitors. However, vertical
integration has not mitigated, to the extent previously
expected, the impact of hog price cycles on the company's
operating and financial performance.


PRIMUS TELECOMMS: Brener Int'l Discloses 4.2% Equity Stake
----------------------------------------------------------
Brener International Group, LLC, beneficially owns 2,722,500
shares of the common stock of Primus Telecommunications Group,
Inc., representing 4.20% of the outstanding common stock of the
Company.  Brener has sole and shared power to vote and/or
dispose of the stock held.

PRIMUS Telecommunications Group, Incorporated (NASDAQ: PRTL) is
a global facilities-based Total Service Provider offering
bundled voice, data, Internet, digital subscriber line, Web
hosting, enhanced application, virtual private network, and
other value-added services. PRIMUS owns and operates an
extensive global backbone network of owned and leased
transmission facilities, including over 300 IP points-of-
presence throughout the world, ownership interests in over 23
undersea fiber optic cable systems, 21 international gateway and
domestic switches, a satellite earth station and a variety of
operating relationships that allow it to deliver traffic
worldwide. PRIMUS has been expanding its e-commerce and Internet
capabilities with the deployment of a global state-of-the-art
broadband fiber optic ATM+IP network. Founded in 1994 and based
in McLean, VA, PRIMUS serves corporate, small- and medium-sized
businesses, residential and data, ISP and telecommunication
carrier customers primarily located in the North America, Europe
and Asia Pacific regions of the world. News and information are
available at PRIMUS's Web site at http://www.primustel.com   

At June 30, 2002, PRIMUS' balance sheets show a total
shareholders' equity deficit of about $151 million.

Primus Telecommunications Group's 12.75% bonds due 2009
(PRTL09USR2) are trading at 48 cents-on-the-dollar, DebtTraders
reports. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=PRTL09USR2


RED BUTTE ENERGY: Canglobe Dev't Acquires Controlling Interest
--------------------------------------------------------------
Effective Oct. 22, 2002 Canglobe Development Inc., has completed
the acquisition of its controlling interest in Red Butte Energy
Inc. (OTCBB:RDBT). In addition, Red Butte Energy Inc., announces
the resignation of Mr. X.M. Liang as Director and has appointed
Mr. Chris Stewart of Calgary, Alberta to the board of directors.

Canglobe Development Inc., has developed the solution to the
universal problem of the disposal of rubber waste and/or by-
products. This turnkey solution is both environmentally friendly
and economically profitable. The process allows Canglobe to
recycle a current environmentally hazardous waste into an end
product, which will be used in mainstream rubber applications.

The company's objective is not only to be successful in the
business of recycling, but also to lead the way with
environmentally sound stewardship and leading edge technology.
Discarded tires and other rubber waste can now be recycled to
the point where the end product is re-used in mainstream rubber
manufacturing.

Canglobe Development Inc., will emerge as the global leader in
providing cost effective, ambient or cryogenically reduced non-
activated rubber powder, and its patented re-activated
(de-vulcanized) rubber powder to a broad spectrum of industries
through the worldwide distribution of its trademark (SACRUP(TM))
rubber base products.

Heinz Lueders, Chairman and CEO, and founder of the company will
head a seasoned executive team. Heinz Lueders has earned his
marks as a successful entrepreneur and builder of businesses.

Red Butte Energy Inc.'s June 30, 2002 balance sheets show a
total shareholders' equity deficit of about $266,000.


RELIANCE GROUP: Liquidator Sues Deloitte & Touche and J. Lommele
----------------------------------------------------------------
M. Diane Koken, Pennsylvania Insurance Commissioner and
Liquidator of Reliance Insurance Company, files a complaint
before the Commonwealth Court against Deloitte & Touche and its
appointed actuary on the account, Jan A. Lommele.

In a scathing introduction, Ms. Koken states that, "While
Reliance's collapse progressed rapidly in the last years of its
existence, its deterioration was hidden from its policyholders,
creditors, regulators and the public by financial statements
audited by Deloitte and actuarial opinions issued by Deloitte
and [Mr.] Lommele that falsely attested to Reliance's financial
status."

"Whether motivated by the desire to increase fee income from an
important client, or blinded to their professional and
contractual responsibilities by loyalty to a lucrative account,
or hopelessly conflicted by undertaking the dual roles of
auditors and appointed actuaries for both [RIC] and its cash-
starved parent companies, Deloitte and Lommele, [RIC]'s
allegedly independent auditors and appointed actuary, propped up
[its] reported financial position, deflected regulatory
scrutiny, and permitted [RIC] to pay out cash to its unregulated
parent companies and undertake additional policyholder and other
obligations . . . when [RIC] was seriously financially troubled
and was or would shortly be insolvent."

Ms. Koken alleges that if Deloitte and Mr. Lommele fulfilled
their professional duties, they would have investigated and
disclosed RIC's deteriorating financial condition.  Not only did
the Professionals ignore red flags, they allowed RIC to continue
writing policy obligations that it would never likely have the
ability to fulfill.  Those obligations have now been dropped in
the Liquidator's lap and have caused erosion to the estate.

Furthermore, Ms. Koken adds, "The actuarial work performed by
Deloitte and Lommele fell far below the applicable standards
which govern the actuarial profession.  They used methods for
calculating a range of loss reserves that were unreasonable and
not accepted in the actuarial profession."  This allowed RIC to
book its loss reserves at an inappropriately low level,
producing an illusory surplus that permitted upstream cash
distributions and staved off regulatory action.

In calculating RIC's reserves, Ms. Koken notes that Deloitte and
Mr. Lommele employed a methodology known as "summing."  This
methodology:

    -- is not accepted in the actuarial profession,

    -- results in an unreasonably wide range of reserve values,
       and

    -- was expressly disavowed by Mr. Lommele in a published
       professional paper.

Summing produces higher highs and lower lows of reserve
estimates, allowing RIC to justify an abnormally low loss
reserve.  The combined effect of these multiple errors was a
reduction of the reserve range for RIC by more than
$500,000,000.  Ms. Koken argues that if the reserve had been
properly calculated, it would have been "hundreds of millions of
dollars above the high end of the range. . ."

Ms. Koken notes that Deloitte received $6,500,000 in fees for
its 1998 and 1999 audits of RIC and RGH.  Deloitte continues to
earn "substantial" fees from the RGH bankruptcy estate and for
the 2000 audit, which Deloitte has yet to deliver to the
Liquidator.

                              Count I
                      Professional Negligence
                     & Malpractice as Actuary

Ms. Koken points out that Deloitte and Mr. Lommele were required
to audit RIC's financial statements in accordance with Statutory
Accounting Principles and opine on loss reserve adequacy levels.
Deloitte and Mr. Lommele knew that numerous parties-in-interest
and stakeholders would rely on this opinion.

Deloitte and Mr. Lommele employed actuarial methods that
produced a lower required level of loss reserves for RIC and
were in violation of accepted actuarial standards and
principles, including:

    a) the intentional, reckless or negligent use of unsound and
       inadequate methods;

    b) the intentional, reckless or negligent use of unsupported
       and unreasonable assumptions; and

    c) the commission of fundamental errors and simple
       miscalculations.

                              Count II
                      Professional Negligence
                     & Malpractice as Auditor

Deloitte was engaged to audit financial statements for the
various Reliance parties in accordance with the Statutory
Accounting Principles and the Generally Accepted Accounting
Principles.  Deloitte knew that numerous outsiders would rely on
these financial statements and its conclusions about RIC's
financial condition.  In performing the 1998 and 1999 audits of
RIC and RGH, Deloitte failed to comply with professional
standards of conduct including:

    a) Deloitte failed to identify RIC's understated loss
       reserves;

    b) Deloitte relied on RIC's faulty and weak system of
       internal controls;

    c) Deloitte failed to question or exclude recorded assets
       resulting in the overstatement of RIC's statutory
       surplus; and

    d) Deloitte failed to issue "going concern" warnings when it
       was in the best make this determination.

                             Count III
                   Breach of Contract as Actuary

RIC and Deloitte entered into valid and enforceable contracts
for actuarial services in 1998, 1999 and 2000.  Deloitte's
erroneous calculation of the range of reasonable reserves
breached its contractual obligations and representations.  This
damaged RIC because it prevented regulators from taking timely
action that would have averted large losses to RIC, its
policyholders and creditors.  It also damaged the estate in the
amount paid to Deloitte for actuarial services.

                              Count IV
                  Breach of Contract as Auditor

Deloitte's erroneous audits of the financial statements also
breached its contractual obligations and representations.  This
damaged RIC because it prevented regulators from taking timely
action that would have averted large losses to RIC, its
policyholders and creditors.  It also damaged the estate in the
amount paid to Deloitte for audit services.

                              Count V
                 Misrepresentation on Behalf of RIC

Deloitte and Mr. Lommele made false and material representations
concerning:

    a) the fairness and accuracy of RIC financial statements,
       including the reasonableness of loss reserves;

    b) RIC's internal audit controls; and

    c) services performed satisfied the governing standards of
       professional practice in the respective fields.

Deloitte and Mr. Lommele owed to RIC a duty to perform services
in accordance with the accepted standards of professional
practice for auditors and actuaries and breached this duty by
making false and material representations.

                              Count VI
                    Negligent Misrepresentation

Deloitte and Mr. Lommele owed RIC, the Commissioner and others,
the duty to exercise care and professional competence in
performing services.  They knew that several interested parties
would rely on their opinions.  However, Deloitte and Mr. Lommele
made several representations that were false and material to an
understanding of RIC's financial condition.

                             Count VII
                        Aiding and Abetting

RIC officers and directors were required to act with the utmost
good faith in carrying out RIC's interests and were required to
act only for RIC's benefit.  These individuals owed RIC, its
policyholders and other creditors fiduciary duties including
care, loyalty, candor and disclosure.  The officers and
directors, acting as RIC fiduciaries, were required to ensure
that all transactions were fair to RIC.

However, these officers and directors engaged in activities that
did not meet the required standard of care and were contrary to
the interests of RIC.  They failed to adequately monitor RIC's
financial condition, exercise appropriate control over the
investment portfolio, continued to operate during what was
essentially insolvency and authorized cash transfers that
jeopardized and contributed to RIC's demise.  Deloitte and Mr.
Lommele were aware of the breaches of fiduciary duties and
provided substantial assistance and encouragement by failing to
perform their duties to RIC in accordance with their
professional obligations.

For these reasons, Ms. Koken demands judgment against Deloitte
and Mr. Lommele for unspecified compensatory and punitive
damages. (Reliance Bankruptcy News, Issue No. 31; Bankruptcy
Creditors' Service, Inc., 609/392-0900)     


RUSSIAN TEA ROOM: Asks Court to OK Access to $400K DIP Financing  
----------------------------------------------------------------
Russian Tea Room Realty LLC and its debtor-affiliates ask for
authority from the U.S. Bankruptcy Court for the Southern
District of New York to obtain unsecured credit from Tavern On
the Green Limited Partnership up to an aggregate principal
amount of $400,000.

The Debtors hope to obtain the Court's authorization to use cash
collateral to meet part of the Maintenance Expenses. The RTRR
Debtor does not believe, however, that cash collateral is
sufficient to pay all Maintenance Expenses in the Budget for a
period of more than a couple of weeks.  JPMorgan Chase, the RTRR
Debtor's prepetition senior lender, is unwilling to extend
additional, postpetition credit to the RTRR Debtor under
Bankruptcy Code section 364 on terms at least as favorable as
those set forth in the DIP Loan Agreement with Tavern.

The DIP Loan offered by Tavern is the Debtor's only other source
of funds to pay for the Maintenance Expenses.  The Debtors
relate to the Court that unless Maintenance Expenses are met,
the estate's assets will be in immediate jeopardy of
deteriorating.

The DIP Loan will mature at the earliest of:

     1) December 31, 2002;
     2) the appointment of a Chapter 11 trustee;
     3) the effective date of a confirmed plan of
        reorganization;
     4) conversion of the RTRR Debtor's case to one under
        Chapter 7;
     5) dismissal of the RTRR Debtor's case; and
     6) the appointment of an examiner with power to manage or
        operate the financial affairs of the RTRR Debtor; or at
        Tavern's discretion upon the occurrence of an event of
        default.

Debtor's obligations under the DIP Loan constitutes allowed
superpriority administrative expense claims with priority over
all costs and expenses of administration of the Chapter 11 case
incurred under the Bankruptcy Code but subordinate to:

     (a) the administrative expense claims granted to JPMorgan
         Chase in connection with the RTRR Debtor's use of cash
         collateral;

     (b) accrued and unpaid compensation for services rendered
         by professionals retained by the Debtor and any
         official committee appointed in this Chapter 11 case;

     (c) United States Trustee's fees.

The Court authorized the Debtors to obtain unsecured credit
under the DIP Loan Agreement for purposes of paying the
Maintenance Expenses critical to maintain the integrity and
value of the primary assets:

                         Maintenance Expenses
                         --------------------
     Expense Item           Weekly      Monthly      Six Months
     ------------           ------      -------      ----------    
     Security               $ 2,016     $  8,736       $ 52,146
     Gas                        200          867          5,200
     Electric                 2,000        8,667         52,000
     Water                      200          867          5,200
     Repairs & Maintenance    1,850        8,017         48,100
     Liability Insurance      2,308       10,000         60,000
     Property Insurance       4,615       20,000        120,000
     Cleaning                   500        2,167         13,000
     Security Deposits for
      Utilities               1,923        8,333         50,000
     Sales Taxes due
      8/20/02                             47,764
                            -------     --------       --------
     Total                  $15,612     $115,417       $453,680

The Debtor, a Delaware limited liability company, owns the
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.  Jordan A. Kro, Esq., and Thomas J.
Salerno, Esq., at Squire, Sanders & Dempsey LLP represent the
Debtors in their restructuring efforts.


SAFETY-KLEEN: Wants to Renew National Union Insurance Program
-------------------------------------------------------------
Safety-Kleen Corp., and its debtor-affiliates historically
procured insurance by virtue of being named as an additional
insured under the insurance policy of its 44% equity holder,
Laidlaw, Inc.  The various Laidlaw policies under which the
Debtors were named as additional insureds expired on August 31,
2000. Accordingly, the Debtors sought to replace, on a stand-
alone basis, the insurance previously provided under the Laidlaw
policies.  At the time the Debtors sought to replace the Laidlaw
insurance, National Union Fire Insurance Company of Pittsburgh,
PA, and other related companies affiliated with American
Insurance Group, Inc., were the only suitable companies that
offered a proposal for workers' compensation coverage,
general/product liability coverage, and automobile liability
coverage. After significant negotiation, AIG and the Debtors
agreed to the terms for an insurance program.

                    The Insurance Program For 2000-2001

On September 27, 2000, the Debtors filed a motion seeking the
Bankruptcy Court's authorization to enter into the insurance
program with AIG, which would provide the Workers' Compensation
Program, the General Liability Program, and the Auto Liability
Program from September 1, 2000 until September 1, 2001.

Under the Insurance Program, AIG agreed to provide the Debtors
primary workers' compensation coverage for their employees.  
Under the Workers' Compensation Program, the Debtors agreed to
pay a $500,000 deductible per claim and the policy limits would
vary by state according to state statute.  The total annual
premium for the Worker's Compensation Program was approximately
$1,700,000.

AIG had also agreed to provide general liability, including
products liability, coverage to the Debtors under the Insurance
Program.  The General Liability Program had a self-insured
retention component of $500,000 and a $500,000 deductible
thereafter.  The policy limits of the General Liability Program
varied according to the type of claim involved, but were in the
range of $500,000 to $2,000,000.  The annual premium for the
General Liability Program was approximately $200,000.

Finally, under the Auto Liability Program, AIG agreed to provide
primary automobile liability coverage for the automobiles used
by the Debtors.  Under the Auto Liability Program, the Debtors
paid a deductible of $500,000 for each claim.  The policy limit
of the Auto Liability Program was $2,000,000 per claim.  The
premium for the Auto Liability Program was approximately
$2,500,000.

By order dated November 9, 2000, Judge Walsh authorized the
Debtors to enter into the Insurance Program and granted the
Debtors authority to enter into renewals of the Insurance
Program without the need for a further Court order.

                   The Insurance Program For 2001-2002

Pursuant to the November 9 Order, the Debtors entered into a
first renewal of the Insurance Program for the period from
September 1, 2001 to September 1, 2002.  The first renewal of
the Insurance Program included coverage under the same terms as
the original Insurance Program with the exception of:

    (i) a change in premiums,

   (ii) an increase in the deductible for the Auto Liability
        Program from $500,000 to $1,000,000 for each claim, and

  (iii) an increase in the policy limit of the Auto Liability
        Program from $2,000,000 to $3,000,000 per claim.

Based on an analysis conducted by the Debtors' insurance
brokers' analysts, the Debtors determined that it was more cost-
effective to increase the policy limit and the deductible for
the Auto Liability Program than to pay the higher premiums
requested by AIG if the deductible and policy limits remained
the same as for the original Insurance Program.  The premiums
for the period from September 1, 2002 to September 1, 2003 are
adjusted to take into account the sale of the Debtors' Chemical
Services Division to Clean Harbors, Inc., which closed on
September 10, 2002.

                   The Insurance Program For 2002-2003

The Debtors signed a second renewal of the Insurance Program for
the period from September 1, 2002 to September 1, 2003 and are
seeking the Court's approval for the renewal.  The second
renewal of the Insurance Program would be governed by the same
terms as the previous policy period, with the exception that,
under the Workers' Compensation Program, the Debtors would be
responsible to pay a $1,000,000 deductible per claim, as opposed
to the $500,000 deductible previously agreed.

Section 363(c)(1) of the Bankruptcy Code provides that a debtor-
in-possession may enter into a transaction "in the ordinary
course of business, without notice or a hearing, and may use
property of the estate in the ordinary course of business
without notice or a hearing." 11 U.S.C.  363(c)(1).  
Additionally, Section 105(a) permits this Court to "issue any
order, process, or judgment that is necessary or appropriate to
carry out the provisions of [the Bankruptcy Code.]"  In Safety-
Kleen's case, the Debtors believe that the entry into the second
renewal of the Insurance Program is authorized by the Bankruptcy
Court's order dated November 9, 2000, which specifically
provided that "[t]he Debtors are authorized to enter into
further renewals of the Insurance Program without further order
of this Court and this Order shall govern such renewals."  
Nevertheless, AIG has indicated that, unless a Bankruptcy Court
order is obtained approving the second renewal of the Insurance
Program, AIG may exercise their option to cancel the Insurance
Program or restate and re-price, with higher premiums, the
Insurance Program retroactive to September 1, 2002 with a
$500,000 deductible retention for the Worker's Compensation
Program.

The Debtors contend that ample authority exists to authorize
them to enter into the second renewal of the Insurance Program,
even if the renewal is found to be outside the ordinary course
of business and outside the scope of the November 9 Order.  
Under the "business justification" test, Courts have applied
four factors in determining whether a sound business
justification exists:

    (i) whether a sound business reason exists for the
        proposed transaction;

   (ii) whether fair and reasonable consideration
        is provided;

  (iii) whether the transaction has been proposed and
        negotiated in good faith; and

   (iv) whether adequate and reasonable notice is provided.

The Debtors assert that the "sound business justification" test
is satisfied.  The necessity of insurance for the Debtors is
without question.  Indeed, without certain forms of insurance,
namely workers' compensation insurance and auto liability
insurance, the Debtors are not legally able to continue to
operate.

Given the Debtors' financial position, the initial procurement
of insurance from AIG was a difficult task.  Because the Debtors
had previously satisfied their insurance needs as an additional
insured on Laidlaw's policy, at the time they entered into the
initial Insurance Program, the Debtors were, in effect,
procuring insurance coverage as a separate entity for the first
time.

Furthermore, the Debtors believe that continuing insurance
coverage through AIG by entry into the second renewal of the
Insurance Program is in the Debtors' sound business judgment.  
First, given the Debtors' financial position, the Insurance
Program is reasonably priced.  As previously presented to the
Court when seeking initial entry into the Insurance Program, the
Insurance Program is a standard program for an enterprise of the
Debtors' size.  Furthermore, the Court has already determined
that the Debtors' entry into the Insurance Program was in the
exercise of their sound business judgment.  The Debtors are now
seeking the Court's authority to enter into the second renewal
of the Insurance Program, pursuant to which, aside from the
annually adjusted premium rates, the deductible for the Workers'
Compensation Program is increased from $500,000 to $1,000,000
per occurrence.

The Debtors believe that from a cost-benefit analysis, there is
more than adequate business justification to enter into the
second renewal. The Debtors, in fact, determined that raising
the deductible from $500,000 to $1,000,000 would be more cost
efficient than paying the increased premiums to account for the
projected additional losses. Thus, while the Debtors had the
option to maintain a $500,000 deductible per claim under the
Workers' Compensation Program, the premium savings that resulted
from an increase in the deductible were greater. (Safety-Kleen
Bankruptcy News, Issue No. 47; Bankruptcy Creditors' Service,
Inc., 609/392-0900)    


SINCLAIR BROADCAST: S&P Rates $125MM Sr. Subordinated Notes at B
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its single-'B'
rating to TV station operator Sinclair Broadcast Group Inc.'s
proposed $125 million offering of 8% senior subordinated due
2012.

The notes are an additional issuance related to the company's
existing 8% subordinated notes due 2012. Proceeds from the
offering plus existing cash and $25 million from the revolving
credit facility, will be used to redeem the company's $200
million 9% notes due 2007. All ratings on Sinclair, including
the double-'B'-minus corporate credit rating, are affirmed.

Sinclair, based in Hunt Valley, Maryland, has about $1.56
billion debt plus $372.5 million in debt-like preferred stock.
The company has one of the largest non-network-owned TV station
groups. Its stations reach 23.9% U.S. of households through 62
stations in 39 markets ranked between 13 and 112. Most of the
stations are affiliated with the Fox, WB, and UPN Television
Networks and are primarily UHF, which has weaker signal and
audience reach than VHF.

Standard & Poor's said that its ratings on Sinclair continue to
reflect the company's large television audience reach, cash flow
diversity, and strong margin and discretionary cash flow
potential. Offsetting factors include the company's high
financial risk from aggressive, debt-financed TV station
acquisitions, and mature long-term growth prospects for TV
advertising. About one-third of Sinclair's total revenue is
derived from generally lower-ranked stations affiliated with the
still-developing WB and UPN TV networks.


STAR MULTICARE: Holtz Rubenstein Issues Going Concern Opinion
-------------------------------------------------------------
Star Multi Care Services, Inc., is in the business of providing
professional and paraprofessional home health care personnel
services to elderly, ill and physically challenged individuals
in their homes, and to a lesser extent the Company provides
health care facility staffing services for hospitals and skilled
nursing facilities. As of the close of the Company's fiscal year
the Company was licensed and/or certified in five states to
provide a full array of health care personnel services, which
included Registered Nurses, Licensed Practical Nurses, Home
Health Aide, Nurse Aide, and Personal Care Aide services. In
some states the Company was also licensed and/or certified to
provide Physical Therapy, Speech Therapy, Occupational Therapy,
Respiratory Therapy, and Medical Social Work services.

The Company was established in 1938 in Brooklyn, New York and
was purchased by present management in 1986 at which time the
primary focus of the organization was the provision of facility
staffing and private duty nursing services. After the Company
was acquired management successfully secured, in 1989, New York
State Department of Health approval as a Licensed Home Care
Services Agency. This expanded the Company's scope of services
into the home care market. Management initiated an IPO in 1991
with the Company becoming publicly traded on the NASDAQ SmallCap
Market, and in 1995 the Company began trading on the NASDAQ
National Market. On November 11, 1999 the Company reverted to
trading on the NASDAQ SmallCap Market, and on July 10, 2002, it
began trading on the NASD OTC Bulletin Board. In addition, the
Company has maintained accreditation by the Joint Commission on
Accreditation of Health Care Organizations (JCAHO) since 1992
and was most recently awarded in May 2002 Joint Commission  
accreditation with Commendations, attesting to the Company's
commitment to the delivery of high quality health care services.

In conjunction with the Premier Asset Purchase Agreement, the
New York and New Jersey locations/operations of the Company were
fully transferred to Premier. At fiscal year end, the Company
maintained 5 licensed offices within the three remaining states
it operates in, which include Pennsylvania (3 offices), Ohio (1
office), and Florida (1 office). In the Ohio and Pennsylvania
locations, the Company also maintains, as a provision of State
licensing and contracting requirements, Medicare Certified Home
Health Agency operations in these states. Star maintains full
functionality for service provision across the Company 7 days a
week, 24 hours a day. As of the fiscal year end, the Company
employed over 1,000 full-time and part-time employees and
services over 1,000 clients annually. Additionally, the Company
also has its corporate facilities and executive offices in
Huntington Station, New York.

Net revenue for the year ended May 31, 2002 decreased
$23,602,,or 61.0%, to $15,077,134, compared to $38,679,374 for
the year ended May 31, 2001. This decrease was primarily
attributable to the sale and closing of the Company's New York
and New Jersey facilities, as well as the closing of one of its
Pennsylvania facilities and, to a lesser extent, the elimination
of poor margin contracts in its remaining five facilities.

Gross profit margin percentages for the years ended May 31, 2002
and 2001 were 35.4% and 33.3%, respectively. The increase in the
gross profit margin is primarily attributable to an elimination
of low profit margin contracts.

The Company's net loss for the fiscal year ended May 31, 2002
was $1,084,508, as compared to the net loss for the fiscal year
ended May 31, 2001 of  $9,759,170.  In fiscal 2000 the net loss
was $664,491.

The Company believes that can meet its cash requirements for the
next twelve months through its existing credit sources. To the
extent that such sources are inadequate, the Company will be
required to seek additional financing. In such event, there can
be no assurance that additional financing will be available to
the Company on satisfactory terms.

On July 11, 2001 the Company entered into a Settlement Agreement
with the United States Department of Justice and the Office of
Inspector General of the Department of Health and Human
Services. According to the Company, in order to avoid the delay,
uncertainty, inconvenience, and the expense of protracted
litigation of the claims, both parties mutually agreed upon a
settlement amount of $1,000,000 payable by Star by November 8,
2001. On that date, the Company renegotiated the payment of its
obligation, making an installment of $250,000, with the balance
due in quarterly, non-interest bearing installments of $250,000
each, through August 5, 2002. The aforementioned level of cash
used in operating activities has made it difficult for the
Company to meet its renegotiated obligation, and the parties
again agreed to a modification of the payment terms. As of
August 23, 2002, the remaining obligation is $250,000, which is
payable in two $125,000 installments through April 5, 2003. The
Company believes it will have the available funds necessary to
complete the payment by the required dates.

Holtz, Rubenstein & Co., LLP, of Melville, New York, states in
its August 23, 2002, Auditors Report: "[T]he Company's
significant recurring operating losses and working capital
deficiency raise substantial doubt about its ability to continue
as a going concern."


STARWOOD HOTELS: Reports Improved Results for Third Quarter 2002
----------------------------------------------------------------
Starwood Hotels & Resorts Worldwide, Inc. (NYSE: HOT) -- whose
$1.3 billion bank facility is currently rated by Fitch at BB+ --
reported results for the third quarter of 2002.

Third Quarter Financial Results

     - EPS was $0.26 excluding special items, an increase of
62.5% compared to $0.16 in 2001. EPS including special items was
also $0.26, an increase of 85.7% compared to $0.14 in 2001.

     - Total revenues of $970 million, excluding other revenues
from managed and franchised properties, increased slightly when
compared to 2001 levels. REVPAR for Same-Store Owned Hotels
decreased 2.7% in North America and 2.4% worldwide when compared
to 2001.

     - Total Company EBITDA was $276 million, a decrease of 4.2%
compared to $288 million in 2001. EBITDA at Comparable Owned
Hotels worldwide decreased 6.2% to $211 million. EBITDA at
Comparable Owned Hotels in North America decreased 7.4% to $132
million.

     - Total Company EBITDA margin was approximately 28.5% in
the third quarter of 2002 compared to 29.8% in 2001.

               Third Quarter Ended September 30, 2002

EPS was $0.26, excluding special items of approximately $2
million (after-tax), an increase of 62.5% compared to EPS of
$0.16 in 2001, which excluded $3 million (after-tax) of special
items. EPS, including these special items, was also $0.26 in
2002, an increase of 85.7% compared to $0.14 in 2001. Total
revenues increased $5 million to $970 million when compared to
the same period of 2001. Operating income was $130 million
compared to $135 million in the same period of 2001 and income
from continuing operations was $52 million as compared to $30
million in the same period of 2001. Results continued to be
adversely impacted by the weakened worldwide economic
environment. Results benefited from a reduced tax rate and from
a $16 million after-tax reduction in goodwill amortization as a
result of a new accounting rule pertaining to goodwill and
intangible assets that became effective on January 1, 2002,
offset by an increase in depreciation expense of $15 million
pretax or 13.8% when compared to the third quarter of 2001 due
to prior year's renovation programs, the repositioning and
acquisition of certain hotels and investments in technology.

               Nine Months Ended September 30, 2002

For the nine months ended September 30, 2002, total revenues
were $2.9 billion when compared to $3.1 billion in the same
period in 2001. EPS excluding net benefits for special items of
$4 million (after-tax) in 2002 and net charges of $8 million
(after-tax) in 2001 was $0.76, compared to EPS of $1.00 in the
corresponding period in 2001. EPS including these special items
was $0.78 compared to $0.96 in 2001 and EPS including
discontinued operations was $1.29 compared to $0.96 in 2001.
Income from continuing operations decreased to $160 million
compared to $199 million in the same period of 2001.

                     Comments from the CEO

Barry S. Sternlicht, Chairman and CEO said, "The global economic
environment is challenging as business and trans-oceanic travel
remain depressed. In the third quarter, the absence of these
sectors hit our urban portfolio particularly hard. Given the
uncertainty, we are more focused than ever on the risks and
rewards of our capital and investment spend, and managing our
cost structure as we enter 2003. As booking patterns remain
short and transient demand is buffeted by news events, we expect
to drive earnings and cash flow through additional cost
containment and strategic spend while we continue to strengthen
our brands. Though we are not pleased with every brand's
performance in the quarter, our overall company market share
actually increased slightly since December of 2001."

"To that end, in mid-September we introduced the Sheraton
Service Promise where we guarantee customer satisfaction to wide
customer acclaim. Though it's too early to draw firm
conclusions, in the first three weeks of October, Sheraton's
REVPAR index has improved 200 basis points."

Concluding, Mr. Sternlicht said, "With our recent internal
reorganization into essentially a real estate and an operating
company, we are more committed than ever to unlocking the
considerable value in our asset base through increased
divestitures and careful investment spending. A significant
bright spot for our company is our rapid expansion of our
distribution base across Asia where this year alone we have
signed 10 full service hotel agreements in addition to our
sector leading 85 operating hotels. We expect to increase that
pace of growth across all our brands going into 2003 with
minimal capital investment."

                    Operating Results

At the Company's Comparable Owned Hotels worldwide, revenues for
the third quarter of 2002 decreased approximately $15 million to
$775 million from $790 million in 2001 and EBITDA for the period
decreased 6.2% to $211 million from $225 million in 2001. EBITDA
at the Company's Comparable Owned Hotels in North America
decreased 7.4% to $132 million in the third quarter of 2002 when
compared to the same period of 2001. EBITDA at the Company's
Comparable Owned Hotels internationally decreased 4.1% to
approximately $80 million in the third quarter of 2002 when
compared to the same period of 2001. The positive effects of
foreign exchange in Europe and Asia Pacific were offset by the
devaluation of currencies in South America. Excluding the
effects of foreign exchange, EBITDA at the Company's Comparable
Owned Hotels internationally decreased 7.2% in the third quarter
of 2002 when compared to the same period in 2001. The decline in
operating results at Comparable Owned Hotels when compared to
2001 reflects the impact of lower REVPAR primarily attributable
to the weakened global economies.

REVPAR at Same-Store Owned Hotels worldwide decreased 2.4% in
the third quarter of 2002 when compared to the same period of
2001 as a result of a decline in occupancy rates of 40 basis
points to 65.5% and a decline in ADR of 1.7% from the prior
year. REVPAR at Same-Store Owned Hotels in North America
decreased 2.7% to $91.42 when compared to the same period of
2001 as a result of a decrease in ADR of 4.0% to $134.90, offset
by increases in occupancy rates to 67.8% from 66.9% in the prior
year. REVPAR at system-wide hotels (Same-Store Owned, managed
and franchised) in North America decreased 1.7% when compared to
the same period of 2001 as a result of a decrease in ADR of 4.2%
offset by increases in occupancy rates to 66.2% from 64.5%.
Internationally, Same-Store Owned Hotel REVPAR decreased 1.4%,
with Europe up 3.7% and Asia Pacific up 7.4% offset by declines
in Latin America of 24.2% when compared to 2001.

EBITDA margins at Comparable Owned Hotels worldwide were 27.3%
in the third quarter of 2002 when compared to 28.5% in the same
period of 2001. In North America, EBITDA margins at Comparable
Owned Hotels were 24.3% when compared to 25.7% in the same
period of 2001. Internationally, EBITDA margins at Comparable
Owned Hotels were 34.1% when compared to 35.0% in the same
period of 2001.

During the third quarter of 2002, the Company signed seven
management and franchise contracts representing more than 2,500
rooms. New hotel openings in the fourth quarter of 2002 include:
the Sheraton Wild Horse Pass (approximately 500 rooms) in
Phoenix, Arizona; the Westin Kierland Resort & Spa in
Scottsdale, Arizona (approximately 750 rooms); the Westin Times
Square (approximately 863 rooms) in New York; the W San Diego
(approximately 260 rooms) in California; the Sheraton Overland
Park Hotel (approximately 412 rooms) in Overland Park, Kansas;
the Westin Detroit Airport Hotel (approximately 404 rooms) in
Detroit, Michigan; the Hotel Bora Bora Nui (approximately 120
rooms), a Luxury Collection Hotel, in French Polynesia; the
Westin Shanghai (approximately 450 rooms) in Shanghai, China and
the Sheraton Krabi Beach resort (approximately 246 rooms) in
Krabi, Thailand. Including these properties, through the end of
2003, the Company expects 50 new full service hotels and resorts
around the world, with approximately 115,000 rooms to commence
operations.

Starwood Vacation Ownership, Inc., is currently selling VOI
inventory at ten resorts and engaged in pre-opening sales at two
others currently under construction (Westin Mission Hills Resort
Villas in Rancho Mirage, California and Westin Ka'anapali Ocean
Resort Villas in Maui, Hawaii). Contract sales in the third
quarter increased approximately 22.4% when compared to the same
period in 2001 and sales were particularly strong at the Maui
and Mission Hills resorts. SVO will begin construction of its
fourth Westin-branded interval ownership resort later this year
featuring 158 villas located adjacent to the Westin Kierland
Resort & Spa in Scottsdale, Arizona. SVO sold, on a non-recourse
basis, approximately $24 million of notes receivable originated
by the vacation ownership operations in the third quarter of
2002, recognizing a pretax gain of $3 million in operating
income compared to a gain of $3 million in the third quarter of
2001.

                           Dispositions

The Company continues to review its portfolio for disposition
candidates, placing additional emphasis on its domestic
portfolio. In July 2002, the Company signed a letter of intent
to sell its assets in Sardinia, Italy, part of the CIGA
portfolio of luxury hotels and resorts, to a consortium of
Italian investors. The Company is continuing such negotiations
and has commenced discussions with other potential purchasers
for these and other CIGA assets.

                          Capital

During the third quarter of 2002, the Company invested
approximately $112 million in hotel and VOI capital assets,
including VOI construction at Westin Mission Hills Resort Villas
in Rancho Mirage, California and Westin Ka``anapali Ocean Resort
Villas in Maui, Hawaii, the acquisition of 18.5 acres of zoned
land for a new Westin timeshare development in Princeville,
Hawaii, as well as the ongoing development of the St. Regis
Museum Tower in San Francisco (269 rooms and 102 condominiums).
Progress also continues on the flexible new build Sheraton and
Westin prototypes, details of which were recently unveiled.
Other major projects included the renovation of approximately
370 rooms at the Sheraton New York, the Westin Excelsior in
Rome, Italy, the Westin Galleria and Oaks in Houston, Texas the
Phoenician in Scottsdale, Arizona and the roll out of the
Sheraton Sweet Sleeper bed. Additionally, the Company spent
approximately $25 million to acquire an interest in the Westin
Savannah Harbor Resort and Spa in Savannah, Georgia.

                           Financing

On September 30, 2002, the Company had total debt of $5.347
billion and cash and cash equivalents of $229 million, or net
debt of $5.118 billion, compared to net debt of $5.301 billion
at the end of the second quarter of 2002.

Following the end of the third quarter, the Company refinanced
its senior credit facility, which consisted of a $1.1 billion
revolving credit facility and a $174 million term loan and was
scheduled to mature in February 2003. The new credit facility is
a four-year facility (with a one-year extension option)
comprised of a $1.0 billion revolving credit facility and a $300
million term loan, each bearing an initial interest rate of
LIBOR +1.625%. Giving effect to the refinancing, at the end of
the third quarter of 2002, the Company's debt was approximately
56% fixed rate and 44% floating rate and its weighted average
maturity was 6.4 years. As of September 30, 2002, the Company
had cash and availability under its domestic and international
revolving credit facilities of approximately $843 million and
the Company's debt had a weighted average interest rate of 5.86%
(assuming the refinancing had occurred as of September 30,
2002). The Company expects to record approximately $2 million in
early debt extinguishment costs in the fourth quarter of 2002
related to this refinancing.

In September 2002, the Company terminated its existing fixed-to-
floating interest rate swaps and immediately entered into new
fixed-to-floating interest rate swaps on the same underlying
debt. This resulted in a $78 million cash payment to the
Company, which was used to pay down debt outstanding under the
Company's revolving credit facility.

At September 30, 2002, Starwood had approximately 203 million
shares outstanding (including partnership units and exchangeable
preferred shares).

                            Dividend

In 2002, the Company has shifted from a quarterly dividend to an
annual dividend. The final determination of the amount of the
dividend will be subject to economic and financial
considerations and Board approval in the fourth quarter of 2002.
At this time, the Company expects the annual dividend to be
$0.84 per share.

                          Special Items

The Company recorded charges of $8 million (pretax) offset by
credits of $8 million (pretax) for special items in the third
quarter of 2002 when compared to net charges of $5 million
(pretax) in the same period of 2001.

The net charges in the third quarter of 2002 primarily represent
$5 million of estimated costs (before any recovery from
insurance and other claims) associated with construction
remediation at an unconsolidated joint venture and $3 million
(pretax) foreign exchange loss in Argentina, offset by a net $6
million (pretax) gain from the sale of investments primarily
related to a gain on the sale of Starwood's investment in
Interval International, a timeshare exchange company.

                         Future Performance

All comments in the following paragraphs and certain comments in
this release above are deemed to be forward-looking statements.
These statements reflect expectations of the Company's
performance given its current base of assets and its current
understanding of external economic and political environments.
Actual results may differ materially.

The weakness in North American and European economies, combined
with the current political environment in South America, the
Middle East and other parts of the world and their consequent
impact on travel in their respective regions and on the rest of
the world, make it difficult to predict future results with any
degree of precision.

     - The Company currently expects full year 2002 REVPAR to
decline 5-6% from 2001 levels, full-year EBITDA of approximately
$1.090 to $1.110 billion and EPS of approximately $0.95 to $1.00
with an effective tax rate of approximately 15%, which is
predicated on a dividend in 2002 of $0.84 per share. Based on
these assumptions and assuming no further asset sales for
modeling purposes, approximate quarterly EPS for 2002 is
expected to be as follows:

2002
----

First quarter (actual)...........        $  0.08
Second quarter (actual)..........        $  0.41
Third quarter (actual)...........        $  0.26
Fourth quarter (estimate)........       $0.20-0.25
                                  -----------------------
Full year (estimate).............       $0.95-1.00

     - REVPAR at Same-Store Owned Hotels in North America for
the fourth quarter of 2002 is now expected to be up 7 to 9% when
compared to the fourth quarter of 2001.

     - The Company currently expects total capital expenditures
in 2002 to be less than $400 million.

     - Free cash flow for 2002 for dividends and other Corporate
uses (after cash interest expense of no more than $350 million,
cash taxes of no more than $100 million, approximately $220
million of hotel and corporate capital expenditures,
approximately $75 million of timeshare inventory and other
timeshare capital investments and approximately $100 million of
acquisitions and investments) is expected to exceed $250
million.

     - For full year 2003, the Company currently expects REVPAR
to be up 2% to 5% when compared to 2002, EBITDA of $1.150
billion to $1.200 billion and EPS of $1.15 to $1.30.

Starwood Hotels & Resorts Worldwide, Inc., is one of the leading
hotel and leisure companies in the world with more than 750
properties in more than 80 countries and 110,000 employees at
its owned and managed properties. With internationally renowned
brands, Starwood is a fully integrated owner, operator and
franchisor of hotels and resorts including: St. Regis(R), The
Luxury Collection(R), Sheraton(R), Westin(R), Four Points(R) by
Sheraton, W(R) brands, as well as Starwood Vacation Ownership,
Inc., one of the premier developers and operators of high
quality vacation interval ownership resorts. For more
information, please visit http://www.starwood.com  


SUMMIT CBO: Fitch Junks Ratings on Class B, C & D-1 Notes
---------------------------------------------------------
Fitch Ratings has downgraded the ratings of three classes issued
by Summit CBO I, Ltd., a collateralized bond obligation backed
predominantly by high yield bonds.

The following securities' ratings have been downgraded:

     --$37,000,000 class B notes to 'C' from 'BB';

     --$40,861,242 class C notes to 'C' from 'CC';

     --$7,557,012 class D-1 notes to 'C' from 'CC'.

The latest monthly report for Summit CBO I, Ltd. shows $41.1
million (17.07%) of the deal's collateral invested in defaulted
assets. The deal also invests in a significant number of assets
rated 'CCC+' or below. The class D-1 notes have deferred
interest payments for the previous four payment periods while
the class C notes have deferred interest payments for the
previous three payment periods.

The proceeds from deferred interest were used to pay down the
class A notes. The class A/B OC test is failing at 101.7% with a
trigger of 120%, while the class C OC test is also failing at
86% with its trigger at 107%. The current cash negative position
of the interest rate hedge strategy is also contributing to
negative cash outflows.

In reaching its rating actions, Fitch reviewed the results of
its cash flow model runs after running several different stress
scenarios. Also, Fitch had conversations with the portfolio
manager, Summit Investment Partners, Inc., regarding the
portfolio.

Fitch will continue to monitor this transaction.


UNIFORET INC: Red Ink Continues to Flow in Third Quarter 2002
-------------------------------------------------------------
Uniforet Inc., has incurred a net loss of $14.0 million for its
third quarter ended September 30, 2002, which compares to a net
loss of $12.0 million for the corresponding period in 2001.

Results for the third quarter of 2002 reflect the pronounced
weakness in the lumber market stemming on the one hand from
output in excess of demand, and on the other from the
application of countervailing duties of 27.2% on all lumber
shipments to the United States carried out during the quarter.
The Canadian dollar weakened against the U.S dollar by 6% during
the quarter - which, in accordance with the new accounting
policy concerning foreign currency translation on long-term
assets and liabilities denominated in foreign currencies, gave
rise to a pre-tax loss of $8.8 million in the third quarter of
2002. Furthermore, given the context prevailing in the lumber
industry, the Company re-estimated its valuation allowance of
the future income tax assets. Excluding the effect of foreign
exchange-rate fluctuations on long-term assets and liabilities
denominated in foreign currencies, the pre-tax loss for the
third quarter ended September 30, 2002, amounted to $5.2
million, compared to a pre-tax loss of $5.6 for the same period
last year.

For the nine-month period ended September 30, 2002, the net loss
was $5.4 million, which compares to a net loss of $71.1 million
for the same period of the previous fiscal year. Excluding non-
recurring items and the effect of foreign exchange-rate
fluctuations on long-term assets and liabilities denominated in
foreign currencies, the pre-tax loss for the first nine months
of 2002 was $6.0 million, compared to a pre-tax loss of $17.2
million for the same period last year.

The accompanying consolidated financial statements for the
quarters ended September 30, 2002 and 2001 have been compiled on
the same basis as the consolidated financial statements for the
year ended December 31, 2000, using the going-concern
assumption. In addition, these consolidated financial statements
do not include any value adjustment or reclassification of
assets, liabilities or operating results that may be appropriate
in light of recent events and pursuant to the implementation or
the non-implementation of a potential plan of arrangement with
creditors or any other plan bearing on reorganization of the
Company's activities, especially for indicated values for fixed
assets and future income tax assets.

                              Sales

Sales for the third quarter of 2002 showed a slight decrease,
down by 1.5% to $38.0 million, compared to those of the same
quarter last year, although sales in the lumber sector improved
by 12.1% thanks to a 21.5% increase in lumber shipments while
the net selling price of lumber was dropping by 2.7%. There were
no sales in the pulp sector during the third quarter of 2002;
sales in this sector for the corresponding period last year were
$4.7 million.

For the nine months ended September 30, 2002, sales amounted to
$121.3 million, down by 7.4% from those of the same period in
2001. Predominantly responsible for the drop was the shutdown,
on February 16, 2001, of operations at the pulp mill, which
recorded sales of $26.1 million over the same period in 2001.
Sales in the lumber sector rose by 15.5% to $121.3 million
thanks primarily to an increase of 15.0% in the net selling
prices of lumber accompanied by a 4.3% increase in shipments.
Also contributing to improved sales for the period was a 14.5%
increase in woodchips shipments to outside markets.

                    Operating Income (Loss)

Operating income for the third quarter of 2002 was $0.4 million,
which compares to an operating income of $1.0 million for the
same quarter last year. Operating income from the lumber sector
amounted to $1.6 million compared to $3.2 million for the
corresponding period last year, the result of the drop in lumber
and woodchips net selling prices even though shipments were up
in volume. Unit costs of products sold remained stable as
compared with the corresponding period for the last fiscal year.
Following the pulp mill closure, the operating loss from the
pulp business amounted to $1.2 million for the third quarter of
2002, compared to $2.2 million for the same quarter last year.

Operating income for the first nine months of 2002 was $11.1
million, compared to an operating loss of $0.3 million for the
same period last year. Operating income from the lumber sector
doubled to $14.6 million compared to the last corresponding
period owing to the improvement in lumber net selling prices and
the increase in lumber and woodchip shipments. Unit costs of
products sold increased by 5.0%, one reason being higher fibre
use. Operating loss from the pulp sector amounted to $3.5
million, compared to $7.6 million for the same period last year.

                         Cash Position

Operations for the third quarter of fiscal 2002 required funds
of $2.9 million, compared to $4.0 million for the same period in
2001. Net repayments on long-term debt were $0.4 million,
compared to 0.8 million for the same period last year. Additions
to fixed assets amounted to $1.7 million, compared to $1.6
million for the corresponding period in 2001.

For the nine months ended September 30, 2002, operations
generated funds of $7.6 million, compared to $21.4 million for
the corresponding period in 2001, when the Company recovered the
amounts invested in pulp accounts receivable and inventories
following the shutdown of the pulp mill's operations in February
2001. Net repayments of long-term debt were $1.2 million for
each of the two periods. Additions to fixed assets amounted to
$2.9 million, compared to $2.7 million for the same period in
2001.

As at September 30, 2002, the Company's cash and cash
equivalents totaled $7.6 million with a working capital
deficiency of $27.9 million, for a ratio of 0.63:1, compared to
a ratio of 0.63:1 as at December 31, 2001 without considering
the default mentioned in note 2 of the attached financial
statements.

                      Overview Of Operations

Since May 22, 2002, all shipments of lumber to the United States
have been subject to countervailing duties of 27.2%. Imposition
of those duties, which are being contested by the Canadian
government and by the Canadian lumber industry, has considerably
weakened the competitiveness of Canadian lumber producers, and
it is anticipated that the legal remedies being sought will
produce no result in the short or medium term.

The two sawmills operated normally throughout the third quarter,
with the exception of a week's stoppage at the Port-Cartier
sawmill, necessary for annual maintenance. The Port-Cartier pulp
mill remained closed throughout the quarter.

                            Outlook

On October 23, 2002, the Superior Court of Montreal has
dismissed the proceedings instituted by a group of US
Noteholders who were contesting the composition of the class of
US Noteholders-creditors and has authorized the Company to call
the meeting of that class to vote on the Company's amended plan
of arrangement. The Company intends to call the meeting of the
class of US Noteholders-creditors as soon as possible as the
next step towards the conclusion of its plan of arrangement with
its creditors.

Most analysts are predicting that net selling prices for lumber
will continue to fall over the months ahead given the seasonal
decline in construction activities. World commercial pulp
inventories are on the rise, and producers will have to slow
production rates to avoid creating an imbalance in that market.
In that context, there are no plans for an eventual reopening of
the Port-Cartier pulp mill.

Uniforet Inc., is an integrated forest products company that
manufactures softwood and lumber bleached chemi-thermomechanical
pulp. It carries on its business through subsidiaries located in
Port-Cartier (pulp mill and sawmill) and in the Peribonka area
(sawmill). Uniforet Inc.'s securities are listed on the Toronto
Stock Exchange under the trading symbol UNF.A for the Class A
Subordinate Voting Shares, and under the trading symbol UNF.DB
for the Convertible Debentures.

The unaudited consolidated balance sheets as at September 30th
2002 and December 31st, 2001 and the unaudited consolidated
statements of income and deficit and cash flows for the three
periods ended September 30th 2002 and 2001 have been prepared
using the same accounting principles and policies as for the
annual financial statements for the year ended December, 31st
2000 described therein, including the going concern assumption
about the Company's operations.

                            Defaults

The Company is currently in default on payment of interest under
its 11.125% US senior notes and its unsecured subordinated
convertible debentures. Under generally accepted accounting
principles, these long term liabilities may have to be
reclassified in current liabilities given the Company's default.
Uniforet Inc., is currently in default under its bank credit
agreement.


US AIRWAYS: S&P Puts Non-Defaulted Ratings on Watch Developing
--------------------------------------------------------------
US Airways Group Inc. (D), parent of US Airways Inc. (D),
disclosed in a SEC filing that it had told creditors earlier
this week that it needs to cut costs by an annual average of
$1.4 billion to $1.6 billion, exceeding the $1.3 billion already
targeted, in order to complete its bankruptcy reorganization and
restore profitability. With labor cost cuts already negotiated,
the added savings are to come mostly from aircraft ownership
costs.

The airline is in ongoing negotiations with aicraft lessors and
secured creditors, seeking to renegotiate numerous financings of
Boeing aircraft. The company's presentation to creditors
emphasized the decline in market value for many of those planes,
as well as the costs that would be incurred to repossess and
sell them, pressing its case for negotiated rental or debt
service reductions.

Standard & Poor's Ratings Services said its ratings on US
Airways Inc., obligations (mostly aircraft-backed debt) that
have not yet defaulted remain on CreditWatch with developing
implications.

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


U.S. CAN CORP: Balance Sheet Insolvency Widens to $263 Million
--------------------------------------------------------------
U.S. Can reported net sales of $205.5 million for its third
quarter ended September 29, 2002 compared to $204.2 million for
the corresponding period of 2001, a 0.6% increase.  The increase
is primarily attributable to increased U.S. aerosol unit volume
and a positive foreign currency impact on sales made in Europe.  
The increases were partially offset by volume decreases in our
paint, plastic and general line and custom and specialty
operations.  For the first nine months of 2002, net sales
increased to $595.1 million from $588.7 million for the same
period in 2001.  The increase is primarily due to higher aerosol
volume throughout the year coupled with a positive foreign
currency impact on sales made in Europe, offset by decreases in
our paint, plastics and general line operations and custom and
specialty volume.  Paint and general line sales were negatively
impacted by closed facilities.

For the third quarter, U.S. Can reported gross income of $19.8
million or 9.6% of sales, compared to $23.7 million or 11.6% of
sales in 2001.  Year-to-date, 2002 gross income was $61.7
million or 10.4% versus $74.5 million or 12.7% for the first
nine months of 2001.  Although gross income has been positively
impacted by increased U.S. aerosol volume, it was not sufficient
to overcome the negative impact of manufacturing inefficiencies
and volume declines in custom and specialty, operating cost
inefficiencies resulting from our plant consolidation in the
U.K., including the closing of its Southall U.K. operation
September of 2002, and production inefficiencies at its
manufacturing facility in Germany.

At September 29, 2002, the Company's balance sheet shows a total
shareholders' equity deficit of about $263 million.

As of September 29, 2002, the Company has substantially
completed the restructuring programs initiated in 2001.  In
these programs the Company offered voluntary termination
programs to corporate office salaried employees, consolidated
two Georgia plastics facilities into a new facility, and
completed closure of four manufacturing facilities.  A fifth,
the Burns Harbor, Indiana lithography facility will be closed in
the fourth quarter, completing the facility closure program.  
The Company has also reassessed its reserves related to the 2001
restructuring programs and has recorded an additional charge of
$5.1 million in the third quarter of 2002, primarily due to
additional employee separation costs and updated estimates of
facility carrying costs.

Selling, general and administrative expenses were $2.2 million
lower than the same quarter of 2001 and $6.1 million lower for
the year-to-date period. These lower costs are primarily due to
the elimination of goodwill amortization in 2002 in connection
with the adoption of Statement of Financial Accounting Standards
No. 142, Goodwill and Other Intangible Assets ("SFAS 142"), and
positive results from Company-wide cost savings programs
initiated in 2001.  The Company completed its initial goodwill
impairment tests in the second quarter of 2002 as required under
SFAS 142 and determined that a non- cash impairment charge is
required for the Custom and Specialty and international
segments.  The Company is currently measuring the amount of the
impairment charge and will report the charge, retroactive to the
first quarter of 2002 as a cumulative effect of a change in
accounting principle.

Decreased interest expense of $1.2 million for the third quarter
of 2002 and $2.5 million for the first nine months of the year
is due to lower interest rates offset by higher average
borrowings.  Earnings before interest, taxes, depreciation and
amortization as calculated under our Credit Agreement was $19.2
million for the third quarter of 2002.  U.S. Can was in
compliance with all financial and non-financial covenants under
the agreement as of the end of the third quarter.  At September
29, 2002, $66.7 million had been borrowed under the $110.0
million revolving loan portion of the Senior Secured Credit
Facility.  Letters of Credit of $10.4 million were also
outstanding securing the Company's obligations under various
insurance programs and other contractual agreements.

The net loss before preferred stock dividends was $5.2 million
for the quarter ended September 29, 2002 compared to a net loss
of $1.4 million for the quarter ended September 30, 2001.  The
net loss before preferred stock dividends on a year-to-date
basis for 2002 was $8.5 million compared to $2.3 million for the
same period of 2001.

U.S. Can Corporation is a leading manufacturer of steel
containers for personal care, household, automotive, paint and
industrial products in the United States and Europe, as well as
plastic containers in the United States and food cans in Europe.


USG CORPORATION: Dean Trafelet Proposes Amended CIBC Agreement
--------------------------------------------------------------
Dean M. Trafelet, Esq., legal representative for future
claimants, reiterates that the fundamental aim of these Chapter
11 cases involving USG Corporation and its debtor-affiliates, is
to obtain confirmation of a plan(s) of reorganization resulting
in the creation of trust established to "deal with asbestos
claims and demands in accordance with Section 524(g) of the
Bankruptcy Code and an injunction will be issued under that
Section channeling all asbestos liabilities to that trust."

Mr. Trafelet emphasizes "no constituency in these Chapter 11
cases has a larger or more vital stake in the Debtors'
reorganization process than the future claimants."  Mr. Trafelet
asserts that it is likely a vast number of individuals who will
ultimately make future claims "aggregating billions of dollars."

Compounding the difficulty in representing these individuals is
that they are presently unidentifiable.  As they are not
presently aware of their claims, they cannot represent their
interests in these proceedings.  That is the job of the Futures
Representative and his retained professionals.

CIBC has the necessary resources and is well qualified to
provide the investment banking and financial advisory services
required in these cases.

Mr. Trafelet explains the financial advice he receives must be
independent if the future claimants' interests are to be
effectively represented.

Fundamentally, each constituency wants to maximize its own
recovery from the Debtors' finite asset pool.  In contrast to
most constituencies who are "principally interested in short
term recoveries and accelerated distributions, the future
claimants are principally interested in the long-term funding of
the Section 524(g) trust.  They want similar distributions as
current claimants.  It is necessary for the Futures
Representative to obtain financial advice from advisors with no
allegiance except to future claimants.

"It is not reasonable to expect the other constituencies to
share with the Futures Representative all of the work product
and confidential advice their own financial advisors have
generated," Mr. Trafelet says.  Nor would it be possible for the
Futures Representative "to prudently and vigorously represent"
the future claimants' interests while relying on the data
generated by another constituency's financial advisor.

Also, Mr. Trafelet notes, failure to afford future claimants
independent financial advice might well raise due process issues
which would jeopardize the efficacy of the Section 524(g)
injunction, the heart of the Debtors' reorganization effort,
clouding the "fresh start" they are attempting to establish.

According to Mr. Trafelet, The future claimants should be
treated no differently than other constituencies, given the
"magnitude and complexity" of these cases.  Other constituencies
have their own financial advisors.  The future claimants should
be allowed the same.  CIBC's retention is in the future
claimants' best interest, Mr. Trafelet asserts.

Thus, the Futures Representative presents the Court with an
Amended Letter Agreement for the CIBC's retention.  The salient
terms of the Amended Letter Agreement are:

Term:       The Amended Letter Agreement has an initial term
            commencing July 29, 2002 for a period of six months;
            provided however, the Futures Representative as the
            right subject to Bankruptcy Court approval, to
            continue CIBC's retention after the First Period
            pursuant to a subsequent retention application and
            engagement letter.  During the Second Period, either
            the Futures Representative or CIBC may terminate the
            Amended Letter Agreement with 30 days advance
            written notice.

Fees:       As compensation for its services to the Futures
            Representative, CIBC proposes to charge the Debtors'
            estates a $25,000 monthly fee commencing July 29,
            2002 for a period of six  months.  If the Futures
            Representative calls on CIBC to provide additional
            services, the services will be provided at a
            different rate.  The Amended Fee will be mutually
            agreed upon by the Futures Representative and CIBC,
            subject to Bankruptcy Court approval.

Expenses:   The Debtors will be obligated to reimburse CIBC for
            its reasonable out-of-pocket expenses incurred by
            CIBC in connection with any legal or administrative
            action commenced against any Indemnified Person.

Key Persons: The Amended Letter Agreement provides that CIBC
            will make available to the Futures Representative
            the services of Joseph J. Radecki, Jr. and Stan
            Pillman.  If either ceases to be employed by CIBC,
            the Futures Representative is entitled to terminate
            the Agreement.

Indemnity:  CIBC and its affiliates, any employee, agent,
            officer, director, attorney, shareholder or anyone
            who controls CIBC are entitled to be indemnified
            from and against certain losses and liabilities
            arising out of or related to performance of its
            services on behalf of the Futures Representative.
            This will not cover any liability "judicially
            determined to have resulted from the gross
            negligence, fraud, lack of good faith, bad faith,
            willful malfeasance, or reckless disregard of the
            obligations or duties of CIBC." (USG Bankruptcy
            News, Issue No. 36; Bankruptcy Creditors' Service,
            Inc., 609/392-0900)


VSOURCE INC: Completes Sale of Securities for $7.5 Million
----------------------------------------------------------
Vsource, Inc. (OTC Bulletin Board: VSRC), a leader in providing
customized business process outsourcing services to Fortune 500
and Global 500 companies operating across Asia-Pacific,
announced the completion of a sale of 3,750 shares of new Series
4-A Preferred Stock, and warrants to purchase 25 million shares
of common stock, to Capital International Asia CDPQ Inc., and an
affiliate of CDP Asia for a total purchase price of $7.5
million.

Vsource may require CDP Asia to purchase an additional 1,250
shares of new Series 4-A Preferred Stock, and warrants to
purchase 8.33 million shares of common stock, for a total
purchase price of $2.5 million, if Vsource satisfies certain
conditions.  All of the securities sold or to be sold to CDP
Asia were or will be sold in an offshore transaction pursuant to
Regulation S under the Securities Act of 1933.

CDP Asia is the Asia-based subsidiary of CDP Capital,
headquartered in Montreal, Quebec, Canada.  CDP Capital is one
of the world's largest institutional investors with over US$80
billion in assets invested globally. Over the past few years CDP
Asia has significantly enhanced its presence in Asia with
investments in a broad range of industries operating across the
Asia-Pacific region, including manufacturing, business services,
telecommunications, media infrastructure and real estate as well
as expanding its physical footprint to five Asian countries.

In connection with the sale to CDP Asia, and as required by CDP
Asia as a precondition to its purchase, certain existing
shareholders of Vsource exchanged all of their preferred stock
and convertible notes in the company, and certain warrants
issued in connection with the convertible notes, for an
aggregate of 13,222 shares of Series 4-A Preferred Stock.  These
shareholders were Phillip Kelly; Dennis Smith; John Cantillon; a
private equity fund advised by Baring Private Equity Partners
Asia, a unit of ING Group (Baring Asia); Mercantile Capital
Partners I, L.P.; and Asia Internet Investment Group I, LLC.  
All of the preferred stock issued in the exchange was issued
either in an offshore transaction pursuant to Regulation S or in
a private placement to accredited investors under Regulation D
under the Securities Act.

"This financing agreement is another important milestone for
Vsource," said Phillip Kelly, chairman and CEO of Vsource.  "The
additional capital raised in this financing significantly
enhances our ability to attract and execute major new
outsourcing contracts for Fortune 500 and Global 500 clients
operating across Asia-Pacific.  CDP Asia, as part of one of the
world's largest institutional investor groups with an extensive
network of global relationships, will be a strong complement to
our shareholding base."

Jean Lesotho, president of CDP Asia Investments Inc., noted, "We
believe the demand for BPO services across Asia will continue to
grow as multi-national companies operating in Asia begin to
adopt outsourcing as an essential element of their business
operations.  We have already seen this occur in North America
and Europe during the past decade.  Vsource is an early leader
in providing value-added BPO services.  The Company, which has a
management team with deep experience, has moved quickly to
establish a unique position as a leading pan-Asian provider of
BPO services.  We are pleased to be able to provide Vsource with
additional capital and support to accelerate its growth."

Dennis Smith, Vsource's chief financial officer, added, "In
today's uncertain economic environment, a strong balance sheet
is essential to succeed.  This new financing materially improves
our balance sheet and simplifies our capital structure, placing
us in an excellent position moving forward.  With this
agreement, our capital structure improves with the addition of
$7.5 million in new funding in the form of preferred stock from
CDP Asia.  Further, the exchange by several of our current
investors of $7.5 million of outstanding convertible loans into
preferred stock has significantly reduced our outstanding debt."

The parties signed the purchase and exchange agreements on Oct.
23, 2002, and the transactions were completed on Oct. 25, 2002.  
Vsource will use the proceeds from the financing for working
capital to facilitate its expansion in the business process
outsourcing business in Asia, strengthen its balance sheet and
pay expenses related to the financing and exchange.  In
connection with these transactions, Scott T. Behan and Nathaniel
C.A. Kramer have resigned from Vsource's Board of Directors, and
the Board has appointed Bruno Seghin and Jean Salata to fill the
vacancies.  Biographies of Seghin and Salata are provided at the
end of this press release.

Under the terms of the financing and exchange, Vsource is
further required to use its reasonable efforts to cause the
remaining holders of its different classes of preferred stock,
convertible debt and certain warrants to exchange their
securities for shares of Series 4-A Preferred Stock or, with
respect to one class of preferred securities, to sell such
securities to Vsource for cash.  These holders may also choose
not to participate in any such exchange or sale, in which case
they may continue to hold their existing securities.

In connection with these transactions, Vsource's Board of
Directors has approved a 20-to-1 reverse stock split of all
issued and outstanding common stock, which will become effective
at 4:30 p.m. (EST) on Nov. 20, 2002.  The reverse stock split
will not cause a reduction in the authorized number of shares of
common stock.  Holders of fractional shares resulting from the
reverse stock split will receive cash in an amount equal to the
fraction multiplied by the closing price of the common stock on
the effective date of the reverse stock split.

               Terms of the Series 4-A Preferred Stock

The Series 4-A Preferred Stock will have a liquidation value
equal to its original issue price, and rank senior to Vsource's
common stock in liquidation preference and payment of dividends.  
If certain defined liquidity events have not occurred prior to
March 31, 2006, then each holder of the Series 4-A Preferred
Stock shall have the right, at any time after March 31, 2006,
and on or before Sept. 30, 2006, to require Vsource to purchase
all, but not less than all, of the Series 4-A Preferred Stock
held by such holder at a price per share equal to 150% of the
original issue price.  Each share of Series 4-A Preferred Stock
is convertible into that number of shares of common stock equal
to the original issue price, which is currently $2,000 per
share, divided by the conversion price, which is initially $0.10
per share.  Upon the occurrence of certain specified liquidity
events, each share of Series 4-A Preferred Stock will
automatically convert into common stock.  Holders of Series 4-A
Preferred Stock will have preemptive rights with respect to
future sales by Vsource of common stock or securities
convertible into common stock, except in limited circumstances.  
The Series 4-A Preferred Stock votes on an as-converted basis
and holders are entitled to vote on any matter upon which the
holders of common stock have the right to vote.

                      Terms of the Warrants

The warrants have an initial exercise price of $0.01 per share.  
The warrants are only exercisable between April 1, 2003, and
March 30, 2006, and only if certain specified liquidity events
have not occurred by

March 30, 2003.  Upon the completion of the 20-to-1 reverse
stock split, the warrants will be automatically exchanged for
new warrants with an initial exercise price of $0.01 per share
(on a post-reverse stock split basis).  The new warrants will
only be exercisable between April 1, 2005, and March 30, 2006,
and only if certain specified liquidity events have not occurred
by Jan. 31, 2005, or Vsource has failed to achieve specific
consolidated net income thresholds.

               Terms of the Stockholders Agreement

In connection with the sale to CDP Asia, and as required by CDP
Asia as a precondition to its purchase, Vsource has entered into
a stockholders agreement with CDP Asia and the participants in
today's exchange.  Under the terms of the stockholders
agreement, each of CDP Asia, Baring Asia and Mercantile have the
right to nominate a candidate for election to the Board of
Directors.  Under the same terms, Vsource has agreed to nominate
Phil Kelly and Dennis Smith for election as long as they are
employees of Vsource.  The parties to the stockholders agreement
have agreed to vote all of their Series 4-A Preferred Stock in
favor of the election of these nominees.  A nominee of each of
CDP Asia, Baring Asia and Mercantile is entitled to sit on the
compensation committee of Vsource's board.  The size of the
Board of Directors has been fixed at seven members, and a quorum
must include at least two members nominated by CDP Asia, Baring
Asia or Mercantile.  The parties to the stockholders agreement
have also received inspection rights, information rights, and
the right to participate as an observer at Board and operational
meetings.

Under the stockholders agreement, Vsource must obtain the
approval of CDP Asia and a majority in interest of the other
parties to the stockholders agreement in order to engage in
certain major corporate transactions, such as the incurrence of
debt or disposal of assets.  Vsource must also obtain the
approval of a majority of the Board, including the affirmative
vote of the director nominated by CDP Asia, to engage in similar
major corporate transactions.  Vsource and the parties are also
subject to other restrictions and obligations under the terms of
the stockholders agreement.

                    New Directors' Biographies

Jean Salata

Jean Salata is the founding Managing Partner of Baring Private
Equity Partners Asia, a unit of ING Group, which is the
investment adviser to the Baring Asia private equity program,
which has over $560 million in capital committed for investment
in Asia.  Baring Asia, through BAPEF Investments XII Ltd., is a
major shareholder of Vsource and is a participant in Friday's
exchange.  Salata has been responsible for the investment
activity of Baring Asia since its launch in 1997.  He has a
broad range of investment experience, including early-stage VC
investments, expansion capital and buyouts across a wide range
of sectors.  Salata, who has lived in Asia since 1989,
previously was a Director of AIG Investment Corp. (Asia), where
he made regional investments as part of AIG's Asian private
equity group.  Prior to that, he was an executive vice president
of finance of a Hong Kong-based industrial concern and a
management consultant with Bain & Company in Hong Kong,
Australia and Boston.

Salata graduated magna cum laude from the Wharton School of the
University of Pennsylvania with a bachelor's degree in finance
and economics.

Bruno Seghin

Bruno Seghin is the Managing Director of CDP Asia Partners, Inc.
and previously was the Managing Partner of Quilvest Asia
Limited, and affiliates of CDP Asia.  He has more than 19 years
of finance and investment management experience, including 16
years in Asia, eight of which were in private equity, as a vice
president with Drexel Burnham, senior partner with Cortez
Capital and senior partner with Euro Pacific Advisors.  Seghin,
who is based in Hong Kong, graduated from Universite Catholique
de Louvain in Belgium with a law degree and MBA.

Vsource, Inc., based in San Diego, Calif., provides business
process outsourcing (BPO) services -- under the Vsource
Versatile Solutions(TM) trade name -- to Fortune 500 and Global
500 organizations across the Asia-Pacific region.  Vsource
Versatile Solutions include Integrated Technical Service
Solutions, Payroll and Claims Solutions, Sales Solutions and
Vsource Foundation Solutions(TM), which include Financial
Services, Customer Relationship Management (CRM) and Supply
Chain Management (SCM).  Vsource operates shared customer
service centers (Vsource Customer Centers) in Malaysia and Japan
and has offices in the United States, Hong Kong and Singapore.  
Vsource clients include ABN AMRO, Agilent Technologies, EMC,
Gateway, Haworth, Network Appliance and other Fortune 500 and
Global 500 companies. For more information, visit the Vsource
Web site at http://www.vsource.com  

At July 31, 2002, Vsource's balance sheets showed a total
shareholders' equity deficit of about $3.9 million.


WILLIAMS COMMS: Fitch Rates Senior Secured Bank Facility at B
-------------------------------------------------------------
Fitch Ratings has assigned a 'B' rating to Williams
Communications, LLC's senior secured bank facility. Williams
Communications, LLC is a wholly owned subsidiary of Wiltel
Communications, Inc., which recently emerged from Chapter 11
bankruptcy proceedings. The rating has been removed from Rating
Watch Negative and Fitch has assigned a Negative Rating Outlook.
Additionally, Fitch has withdrawn the senior unsecured debt and
preferred stock ratings of Williams Communications Group, Inc.

Fitch's rating reflects the industry and business risks Wiltel
faces as it emerges from bankruptcy. Namely the low demand for
voice and data long distance transport services. Fitch
anticipates that the low growth in demand will continue to
persist for at least the short term and in Fitch's view will
continue to pressure the company's pricing strategy and
operating margins. Considering these factors, Fitch expects that
the company may find it difficult to drive significant profit
improvements within its network over the immediate term.

Fitch recognizes the revenue growth potential stemming from the
company's strategic relationship with SBC. The revenue growth
potential of this relationship will be enhanced as SBC receives
regulatory approvals to provide in region long distance services
in California and the former Ameritech states. However the
company's revenue base continues to have exposure to some
struggling telecom carriers. Fitch notes that while the SBC
revenue base continues to grow, revenue growth within the
company's Network Sector from sources other than SBC remained
stagnant during the first half of 2002.

Pursuant to the company's Plan of Reorganization, 54% of
Wiltel's newly issued common stock will be owned by its former
unsecured creditors and 44% will be owned by Leucadia National
Corporation, who invested $150 million into Wiltel. The Leucadia
investment has funded into escrow pending receipt of FCC
approval of the transfer of certain licenses. Fitch expects
Wiltel's debt structure to consist primarily of the $375 million
secured bank facility and debt related to its corporate
headquarters building. A key component of the restructuring
included the $600 million reduction of the company's bank
facility.

Fitch's rating is supported by the favorable amortization
schedule of the company's debt and its sizable cash position.
There is no significant debt amortization scheduled until 2005.
Fitch would expect that if business conditions persist or
deteriorate, the company could minimize its capital expenditures
and other cash requirements so that existing balance sheet cash
could possibly carry the company into 2004.


WORLDCOM INC: Court Approves Proposed Claims Settlement Protocol
----------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates obtained the Court's
authority to settle certain threatened or actual claims and
causes of action asserted by or asserted against their Chapter
11 estates pursuant to certain settlement procedures.

With the Court approval, the Debtors will implement a three-tier
Settlement Procedures, based on the proposed settlement amount
agreed to by the parties and the documented difference.  The
Documented Difference is the difference between:

-- with respect to claims asserted against the Debtors, the
   estimated value of the claim as determined in good faith by
   the Debtors or, with respect to claims asserted by the
   Debtors, the amount initially sought to be recovered, and

-- the proposed amount for which the Debtors are seeking to
   settle the claim.

The terms of the settlement procedures are:

A. With Respect To Claims Asserted By Worldcom:

   1. If the Documented Difference is less than $1,000,000, the
      Debtors will be authorized to settle the claim without
      prior approval of the Court or any other party-in-
      interest.

   2. If the Documented Difference is greater than or equal to
      $1,000,000 but less than $5,000,000:

       -- WorldCom will provide:

          a. the U.S. Trustee,
          b. the attorneys for the postpetition lenders, and
          c. the attorneys for the Committee,

          a summary of the terms of a proposed settlement.

       -- A Settlement Summary should set forth:

          a. the Settlement Amount,

          b. the name of the parties to the settlement,

          c. a summary of the dispute, including a statement of
             the Debtors' Amount and the basis for the
             controversy,

          d. an explanation of why the settlement of the claim
             is favorable to the Debtors, its estates, and its
             creditors, and

          e. a copy of any proposed settlement agreement.

       -- If any of the Notification Parties object within 10
          days after the date of transmittal of the Settlement
          Summary, the Debtors, in their sole discretion, may:

          a. seek to renegotiate the proposed settlement and may
             submit a revised Settlement Summary in connection
             therewith, or

          b. file a motion with the Court pursuant to Bankruptcy
             Rule 9019 requesting approval of the proposed
             compromise and settlement.

       -- In the absence of an objection to a proposed
          settlement by the Notification Parties, the Debtors
          will be deemed authorized, without further order of
          the Court, to enter into an agreement to settle the
          claim at issue, as provided in the Settlement Summary.

    3. If the Documented Difference is greater than or equal to
       $5,000,000, WorldCom will file a Rule 9019 Motion.

B. With Respect To Claims Asserted Against WorldCom:

   1. If the Settlement Amount is less than $1,000,000, the
      Debtors will be authorized to settle the claim without
      prior approval of the Court or any other party-in-
      interest.

   2. If the Documented Difference is greater than or equal to
      $1,000,000 but less than $5,000,000:

       -- The Debtors will provide the Notification Parties a
          Settlement Summary;

       -- If any of the Notification Parties objects within 10
          days after the date of transmittal of the Settlement
          Summary, the Debtors, in its sole discretion, may:

          a. seek to renegotiate the proposed settlement and may
             submit a revised Settlement Summary, or

          b. file a Rule 9019 Motion with the Court seeking
             approval of the proposed settlement; and

       -- In the absence of an objection to a proposed
          settlement by the Notification Parties, the Debtors
          will be deemed authorized, without further order of
          the Court, to enter into an agreement to settle the
          claim at issue, as provided in the Settlement Summary.

   3. If the Documented Difference is greater than or equal to
      $5,000,000, the Debtors will file a Rule 9019 Motion.

   4. If the Settlement Amount with respect to any individual
      proposed settlement is equal to or greater than
      $10,000,000, the Debtors will file a Rule 9019 Motion.

WorldCom obtained the Court's authority to pay and to issue
customer credits on account of the settled claim, in the
ordinary course of operating its businesses, if the Settlement
Amount is $10,000 or less.

For the compromise or settlement of any claims by or against an
insider, the Debtors will be required to file a motion with the
Court requesting approval of the compromise and settlement
pursuant to Bankruptcy Rule 9019.

The Debtors will also file with the Court reports of all
settlements entered into.  The Debtors will serve copies of
these reports on:

-- the U.S. Trustee,
-- the attorneys for the Debtors' postpetition lenders, and
-- the attorneys for the Committee. (Worldcom Bankruptcy News,
   Issue No. 11; Bankruptcy Creditors' Service, Inc., 609/392-
   0900)   

Worldcom Inc.'s 11.25% bonds due 2007 (WCOM07USR4), DebtTraders
reports, are trading at 16.625 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOM07USR4
for real-time bond pricing.


W.R. GRACE: Dec. 2 Trial Date Set for Fraudulent Transfer Suits
---------------------------------------------------------------
Sealed Air Corporation (NYSE:SEE) announced that the court has
set a new trial date of December 2, 2002 for the fraudulent
transfer proceeding originally scheduled for September 30, 2002.

The court has ordered the trial to proceed with all the parties
as originally configured, that is, with the claims asserted
against Sealed Air by creditors committees in the W. R. Grace
bankruptcy proceeding.

The court had postponed the September 30 trial date in order to
review how the Sealed Air trial should proceed in light of a
ruling by the U.S. Court of Appeals for the Third Circuit in an
unrelated case. The Third Circuit had held in the Cybergenics
bankruptcy case that a creditor or creditors committee may not
assert a fraudulent transfer claim in a bankruptcy proceeding
and that only a debtor-in-possession or an appointed trustee may
bring such an action.

The court has also granted the parties permission to ask the
Third Circuit to hear an immediate appeal of this order. Sealed
Air is currently reviewing the court's ruling and the Company's
next steps.

The 1998 transaction that combined Sealed Air with the Cryovac
packaging business of W. R. Grace was designed to create a
world-leading packaging company. Sealed Air believes that Grace
was solvent at the time of the transaction even if claims
arising after 1998 are taken into account. The Company remains
confident in the integrity of the deal.

Sealed Air Corporation is a leading global manufacturer of a
wide range of food, protective and specialty packaging materials
and systems, including such widely recognized brands as Bubble-
Wrap(R) air cellular cushioning, Jiffy(R) protective mailers and
Cryovac(R) food packaging products. For more information about
Sealed Air Corporation, please visit the Company's Web site at
http://www.sealedair.com


YOUTHSTREAM INC: Fails to Comply with Nasdaq Listing Guidelines
---------------------------------------------------------------
YouthStream Media Networks, Inc., (NASDAQ: YSTM) has received
notice from NASDAQ that it does not comply with either the
minimum $2,000,000 net tangible asset requirement or the
alternative minimum $2,500,000 stockholders' equity requirement
necessary for continued listing on NASDAQ's SmallCap Market, and
that the Company's common stock is subject to delisting.

The Company has requested a hearing before a NASDAQ Listings
Qualifications Panel but cannot provide assurance that the Panel
will grant the Company's request for continued listing. Under
NASDAQ rules, delisting will be stayed pending the outcome of
the hearing.

YouthStream Media Networks, Inc. operates a retail business,
Beyond the Wallr (also known as Trent Graphics), which sells
decorative wall posters and related items through a chain of
retail stores and on-campus sales events.

At June 30, 2002, YouthStream Media Networks' balance sheets
show a working capital deficit of about $17.4 million, and a
total shareholders' equity deficit of about $5.8 million.

                          *********

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

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

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

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

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.
                  
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S U B S C R I P T I O N   I N F O R M A T I O N

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

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

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

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

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