TCR_Public/021101.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, November 1, 2002, Vol. 6, No. 217

                           Headlines

ACOUSTISEAL: Missouri Court Fixes Dec. 13, 2002 Claims Bar Date
ACTERNA CORP: Net Capital Deficit Widens to $754MM at Sept. 30
AGERE SYSTEMS: Developing Public Wireless Networking Solutions
ALFRESH BEVERAGES: BEVsystems Bolts Proposed Merger Transaction
AMERICAN AXLE: Strong Performance Spurs S&P to Up Rating to BB+

ANC RENTAL: Wants to Assign Tampa Lease to Hertz for $2.5 Mill.
ARMSTRONG CORP: Inks Pact to Obtain Min-Chem $1.75MM Financing
ARMSTRONG HOLDINGS: AWI Hires American Appraisal for Valuation
BIRMINGHAM STEEL: Asset Sale to Nucor Clears Anti-Trust Review
BORDEN CHEMICAL: Shell Chemical Resigns from Creditors Committee

BUDGET GROUP: Asks Court to Approve Liability Insurance Program
CLASSIC COMM: Wants Lease Decision Time Extended to Jan. 6, 2003
COMDIAL CORP: Plans to Increase Authorized Shares to 502 Million
CONTINENTAL AIRLINES: Fitch Junks Ratings on Liquidity Concerns
CORNING INC: Posts $260MM Net Loss on Sales of $837MM in Q3

CORSPAN INC: Auditors Doubt Company's Ability to Continue Ops.
CREDIT SUISSE: Fitch Ratchets Class E Note Rating Up to BB-
CYBEX INT'L: Taps Legg Mason to Review Refinancing Alternatives
DELTA AIR LINES: Appoints James M. Kilts to Board of Directors
DLJ COMMERCIAL: Fitch Affirms Low-B & Junk Ratings on 7 Classes

DUANE READE: Reports Improved Performance for Third Quarter
DYNEGY INC: Posts $1.8 Billion Net Loss for Third Quarter 2002
EFA SOFTWARE: Wants to Begin Restructuring Under BIA in Canada
ELAN CORP: Third Quarter 2002 Net Loss Reaches $1-Billion Mark
ENRON CORP: Batson Wins Court's Nod to Hire Benston & Hartgraves

EOTT ENERGY: Obtains Court Injunction Against Utility Companies
EXOTICS.COM: Must Raise Positive Cash Flows to Ensure Viability
FRIENDLY ICE CREAM: Balance Sheet Insolvency Narrows to $89 Mil.
GARTNER INC: Sept. 30 Balance Sheet Upside-Down by $5 Million
GENSCI REGENERATION: Equity Deficit Tops C$17 Million at Sept 30

GENSYM CORP: Reports Improved Financial Results for 3rd Quarter
GENTEK INC: Obtains OK to Honor Prepetition Employee Obligations
GILAT SATELLITE: Files Section 304 Petition in Delaware
GILAT SATELLITE: Chapter 304 Petition Summary
GLOBAL CROSSING: Court Extends Exclusive Period Until January 21

HIGHWOOD RESOURCES: Amends Terms of Agreement with Dynatec Corp.
HIGHWOOD RESOURCES: Seeking Shareholders' Nod for Dynatec Deal
HORSEHEAD: Wants More Time to Make Lease-Related Decisions
IMX PHARMACEUTICALS: Bruce Beigel Resigns as Officer & Director
INT'L THOROUGHBRED: Auditors Expresses Going Concern Doubt

ISLE OF CAPRI: Plans to Repurchase Up to 1.5 Million Shares
ITC DELTACOM: Successfully Emerges from Chapter 11 Proceeding
KAISER ALUMINUM: Pushing for Approval of Settlement with AXA
KMART CORP: SEC Seeks Further Extension of its Claims Bar Date
MASSEY ENERGY: Reports Cost Improvements in 3rd Quarter Results

MDC CORP: Posts Improved Financial Results for Third Quarter
MEDCOMSOFT INC: Net Capital Deficiency Narrows to $1.7 Million
MEDCOMSOFT INC: Pursuing New Avenues to Raise Additional Capital
METROCALL INC: Del. Court Fixes Nov. 25, 2002 Admin. Bar Date
MICROFINANCIAL INC: Violates Covenants Under Credit Agreement

MIRANT: S&P Cuts TIERS Series 2001-14 Certificates Rating to BB
MORTGAGE CAPITAL: Fitch Affirms Low-B Ratings on 5 Note Classes
NAT'L EQUIPMENT: S&P Cuts Ratings to B- on Bad Market Conditions
NATIONSRENT INC: Wants More Time to Make Lease-Related Decisions
PAC-WEST TELECOMM: Will Publish Third Quarter Results on Nov. 11

PACIFIC GAS: Wants Nod to Refund $3.5-Mill. Pole Removal Charges
PACIFICARE HEALTH: Third Quarter EBITDA Slides-Up 23% to $109MM
PACIFICARE HEALTH: Enters Co-Branding Arrangement with CAN Group
PARAGON TRADE: Wins Favorable Ruling in $400MM Indemnity Case
PCNET INT'L: Obtains Extension of CCAA Protection Until Nov. 20

RADIO UNICA: Look for Third Quarter Results on November 14, 2002
RAINTREE RESORTS: S&P Withdraws 'D' Long-Term Credit Rating
RATEXCHANGE CORP: Equity Deficit Widens to $5.4MM at Sept. 30
RELIANT RESOURCES: Fitch Calls Orion Refinancing 'Favorable'
SMARTIRE SYSTEMS: Needs Immediate Financing to Continue Business

SUN COAST HOSPITAL: S&P Revises Bonds Rating Outlook to Negative
SUPRA TELECOMMUNICATIONS: Voluntary Chapter 11 Case Summary
SYNQUEST INC: Balance Sheet Insolvency Tops $2.5MM at Sept. 30
TRANSCARE CORP: Committee Wants to Hire Kramer Levin as Counsel
TRENWICK GROUP: Unit Enters Underwriting Facility with Chubb Re

TRENWICK: Will Cease Underwriting Specialty Program Insurance
UNIROYAL TECHNOLOGY: US Trustee Adds 2 More Committee Members
UNITED RENTALS: S&P Hatchets Corporate Credit Rating to BB
UNITED STATIONERS: Third Quarter Net Sales Slide-Down 1.9%
US AIRWAYS: 3 Aerospace Firms Pressing for Contract Decisions

WELLMAN INC: Airs Disappointment with Third Quarter Results
WINSTAR: Trustee Wants to Make Interim Distributions to Lenders
W.R. GRACE: Secures Nod to Amend Norris Pact to Increase Bonus

* Mihaly McPherson Signorelli Launched as Fin'l Advisory Firm

* BOOK REVIEW: A Legal History of Money in the United States,
                1774-1970

                           *********

ACOUSTISEAL: Missouri Court Fixes Dec. 13, 2002 Claims Bar Date
---------------------------------------------------------------
The U.S. Bankruptcy Court for Western District of Missouri
establishes December 13, 2002, as the deadline for Acoustiseal,
Inc.'s creditors who wish to assert claims against the Debtor to
file their proofs of claim or be forever barred from asserting
that claim.

The Bar Date includes equity security holders of governmental
units and administrative claims.  Any entity whose claim is
scheduled as disputed, contingent, or unliquidated or whose
claim differs in amount from that listed in Debtors' bankruptcy
schedules is required to file proof of claim on or before the
Bar Date.

Acoustiseal, Inc., filed for chapter 11 protection on
September 4, 2002.   Mark G. Stingley, Esq., at Bryan, Cave
LLP represents the Debtor in its restructuring efforts.  When
the Company filed for protection from its creditors it listed
over $10 million in assets and over $50 million in liabilities.


ACTERNA CORP: Net Capital Deficit Widens to $754MM at Sept. 30
--------------------------------------------------------------
Acterna Corporation (Nasdaq: ACTR), the parent company of
Acterna, Itronix Corporation and da Vinci Systems, reported its
results for the second quarter of fiscal 2003, ended September
30, 2002.

Net sales for the second quarter of fiscal 2003 were $164
million, down 45 percent from the same period last year and down
4 percent from last quarter, on an as reported basis. Net sales
were down 43 percent from $285 million on a pro forma basis
(which adjusts for the ICS Advent disposition in October 2001)
from the same period last year. Net sales of communications test
products were $125 million, which compared to $244 million for
same period last year and $136 million in the first quarter of
fiscal year 2003.

Orders were $189 million in the second quarter, which, on a pro
forma basis, were up 10 percent from the same period last year
and up 20 percent sequentially. Communications test orders were
$112 million, down 6 percent from the previous quarter, and down
27 percent from the same period last year. Itronix orders were
significant in the quarter at $73 million, compared to $33
million last quarter and $14 million in the same period last
year, primarily as a result of a large order from Sears, Roebuck
and Co.

For the second quarter of fiscal 2003, the company reported a
net loss of $284 million, or a loss of $1.48 per share, which
includes a restructuring charge of $19 million and several one-
time gains and charges. The restructuring charge resulted from
severance and outplacement costs associated with Acterna's
previously announced cost-cutting initiatives and charges for
facilities the company has previously said it will close. The
one-time gains and charges also include the following items:

      --  a gain of $75 million, net of tax of $50 million, on
          the sale of Airshow to Rockwell Collins on August 9,
          2002;

      --  a gain of $50 million, net of tax of $28 million and
          net of a small loss on the retirement of senior debt,
          on the company's successful tender of $106 million of
          its 9.75 percent bonds;

      --  a loss of $2.6 million, net of tax benefit of $2.2
          million, from discontinued operations;

      --  a charge of $388 million for goodwill and other asset
          impairment in the communications test unit; and

      --  an excess inventory charge of $14.5 million, which is
          comprised of $9.5 million of inventory reserves and $5
          million of purchase commitments related to suppliers,
          and is primarily related to the optical transport
          business.

The company also reported a tax benefit from the loss from
continuing operations of $49 million. Excluding all special
gains and charges, except for the restructuring charge, and
excluding the tax benefit from continuing operations, the loss
per share is $0.28, within the guidance of negative $0.26-$0.28
the company provided for the quarter on a comparable basis. For
the same period a year ago, the company reported a net loss of
$148 million or $0.77 per share.

Gross margin for the second quarter was 42 percent, versus 50
percent last quarter and 57 percent for the year ago quarter on
a pro forma basis. Adjusting for the $14.5 million inventory
charge, gross margin for the quarter was 51 percent.

Acterna Corporation's September 30, 2002 balance sheets show a
total shareholders' equity deficit of about $754 million, as
compared to about $437 million recorded at March 31 this year.

In response to the continued industry downturn and new capital
spending reductions recently reported by several key customers,
Acterna said it would further reduce its workforce by
approximately 350 positions, or 10 percent of its employment
base. These reductions are designed to size the company to the
lower level of revenue resulting from our customers' continued
capital spending reductions. The company expects to realize $40
million in annualized savings and to take a restructuring charge
of approximately $20 million related to these actions and the
restructuring announced on September 4, 2002. Acterna expects to
record $15 million of this charge in the third quarter and the
remainder in the fourth quarter of this fiscal year.

"We continue to navigate through very difficult market
conditions and are taking those steps that we believe best
position Acterna for resumed growth when the industry recovery
begins," said John Peeler, president of Acterna Corporation.
"Cost cutting remains a priority for Acterna as we size our
business to reflect declining revenue in our communications test
segment"

Operating expenses for the quarter were $95 million, down 13
percent sequentially and 36 percent from the same period last
year on a comparable basis. As of September 30, 2002, Acterna
Corporation's total employment was approximately 3,590 compared
to 4,460 at the end of last quarter and 5,900 in the year-ago
quarter. The headcount reduction of 870 since the first quarter
is comprised of a 460 employee reduction resulting from recently
divested businesses and a 410 staff reduction primarily from
severance and attrition.

As of September 30, 2002, the company had liquidity of $94
million, comprised of $32 million of cash and unused borrowing
capacity of $62 million under its $175 million revolving credit
facility. The company had total debt of $893 million at the end
of the quarter. During the quarter the company reduced its term
debt by $234 million, which reduces annual interest expense by
$17 million.

"The company is focused on improving its balance sheet and
preserving liquidity to ensure we can continue to provide the
highest quality products and service levels to our customers,"
said Ned Lautenbach, Acterna Corporation chairman and CEO.

                     Six Months Results

For the first-half of fiscal 2003, net sales were $334 million,
compared to net sales of $638 million for the same period last
year on an as reported basis. The loss per share for the first
six months was $1.69, which compared to a loss per share of
$0.80 in the same period the prior year.

            Third Quarter Fiscal Year 2003 Quarter
                     Management Outlook

Management guidance for its third quarter ending December 31,
2002 is revenue of $175 - $185 million and a per share loss of
$0.21 - $0.23 on an as reported basis, which includes an
estimated $15 million restructuring charge.

Based in Germantown, Maryland, Acterna Corporation (NASDAQ:ACTR)
is the holding company for Acterna, da Vinci Systems and
Itronix. Acterna is the world's second largest communications
test and management company. The company offers instruments,
systems, software and services used by service providers,
equipment manufacturers and enterprise users to test and
optimize performance of their optical transport, access, cable,
data/IP and wireless networks and services. da Vinci Systems
designs and markets video color correction systems to the video
postproduction industry. Itronix sells ruggedized computing
devices for field service applications to a range of industries,
while da Vinci Systems designs and markets video color
correction systems to the video postproduction industry.
Additional information on Acterna is available at
http://www.acterna.com


AGERE SYSTEMS: Developing Public Wireless Networking Solutions
--------------------------------------------------------------
Agere Systems (NYSE: AGR.A, AGR.B), whose $220 million
Convertible Notes are rated by Standard & Poor's at 'B', and
Ericsson (Nasdaq: ERICY) announced plans to deliver technology
that will significantly expand service providers' ability to
provide laptops and handheld devices with access to the Internet
and corporate networks from public spaces.  The two companies
will provide complementary 802.11/Wi-Fi solutions that connect
to service providers' network hubs to enable user authentication
and billing, a key step toward offering mobile users the freedom
of roaming network access. The solution will use SIM (subscriber
identification module) technology similar to what GSM phones use
today.

Using the SIM technology, laptop users could simply log onto
their company's network while waiting for a commuter train
without plugging into the data port of a public telephone or
providing credit card information. The combination of 802.11/Wi-
Fi and SIM technology also enables roaming between service
providers, ensuring broader network access for PC users on the
move. By offering high-speed data access to mobile PC users,
service providers can leverage the world's largest mobile
customer base to supply data intensive services such as
electronic mail, virtual meetings and web surfing. Ericsson's
Mobile Operator WLAN solution is focused on helping operators to
integrate wireless LAN with their existing 2G and 3G mobile
business, as well as reusing investments made in subscriber
management, billing and authentication.

"Together with Ericsson, we will clear the last hurdle to
enabling widespread deployment of Wi-Fi networks in public
spaces," said Ron Torten, vice president of Agere's Networking
and Entertainment Division.  "Whether you're stuck in an airport
or preparing a customer presentation in a hotel or cafe, easy
access to your information is only a couple of key strokes
away."

This collaboration brings together two wireless leaders that are
gaining access to new technology and new markets to
significantly strengthen their competitive positions and better
meet customer needs.  Agere has more than a decade of experience
in the development of high-performance, low-cost Wi-Fi chips,
cards and modules, while Ericsson, the global market leader in
wireless infrastructure, brings extensive knowledge from working
with the world's leading mobile operators.

As part of this collaboration, Agere will supply 802.11b
modules, software, and SIM technology for a solution that
Ericsson will offer to service providers for the growing
wireless networking market.  Cahners In-Stat, an industry
analyst firm, estimates that the total number of mobile PCs
shipped with wireless LAN capabilities will increase from 18
percent today to 76 percent in 2006.

Along with leading-edge Wi-Fi technology, the package Agere
plans to develop includes authentication software compliant with
the SIM Extensible Authentication Protocol for GSM and the
Authentication and Key Agreement protocol for UMTS networks.
Support of these two protocols allows network operators to
provide the same security and billing services used in existing
and next-generation wireless networks.  Agere expects to begin
delivering Wi-Fi(TM) products with SIM technology in the first
half of 2003.

Agere's Wi-Fi modules, which consist of a media access
controller, digital signal processor, and a fully integrated
direct-down conversion radio, are designed to address the
growing demand for high-volume, low-cost Wi-Fi technology in
emerging applications.  Agere's modules have been incorporated
into the current products of all of the top PC makers.

Agere Systems is a premier provider of advanced integrated
circuit solutions that access, move and store network
information.  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 No. 2 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 No. 2 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


ALFRESH BEVERAGES: BEVsystems Bolts Proposed Merger Transaction
---------------------------------------------------------------
BEVsystems International, Inc. (OTCBB:BEVS), a leading producer
of premium beverage products, will not proceed with the
previously proposed merger with Alfresh Beverages Canada.

During the due diligence of Alfresh Beverages Canada by
BEVsystems' management and their financial advisors, the
financial statements and long-term debt of Alfresh were
reviewed. In the course of this review, BEVsystems discovered
that Alfresh's debt exceeded US$25 million with various interest
rates approaching credit card levels.

BEVsystems informed Alfresh that the merger would require
restructuring of their debt. To proceed without restructuring
the Alfresh debt would place a severe strain on BEVsystems' cash
flow. Said G. Robert Tatum, BEVsystems CEO, "With Alfresh's
current debt structure, it is not in the best interest of
BEVsystems shareholders to proceed with the proposed merger with
Alfresh." The Alfresh Board has advised BEVsystems that the
Letter of Intent to Merge has been terminated.

The company had also previously announced a distribution
agreement between Alfresh Beverages Canada and BEVsystems,
referred to in a Press Release dated August 7, 2002 and
distributed by BEVsystems. This distribution agreement has also
been terminated for the present time.

It should be noted that the $7.5 million funding committed by
institutional investors of J.P. Carey Securities Inc., an
Atlanta-based asset management firm, is not affected by the
termination of either the proposed merger or the aforementioned
distribution agreement between Alfresh and BEVsystems.

At this time, BEVsystems remains focused on its business
strategy to continue its search for additional acquisition or
merger candidates and to grow the distribution and availability
of its beverage products.

Miami, Florida-based BEVsystems International Inc. (OTCBB:BEVS)
is a fast-growing leader in the premium beverage industry. With
sales in 22 countries, the success of its flagship Life02
SuperOxygenated Water brand, infused with up to 1,500 percent
more oxygen via patented process and technology innovations,
underscores BEVsystems' commitment to sales, marketing, and
innovation to deliver superior quality beverage products. A
recently published peer review study in The European Journal of
Medical Research details the medical benefits of oxygen-enriched
water. For more information, visit http://www.bevsystems.com


AMERICAN AXLE: Strong Performance Spurs S&P to Up Rating to BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on American Axle & Manufacturing Holdings Inc., to
double-'B'-plus from double-'B' due to the company's strong
financial performance, improved credit statistics, and increased
customer diversity.

Detroit, Michigan-based American Axle, a manufacturer of
automotive driveline systems, has total debt of about $823
million.

The outlook is stable.

"The ratings reflect American Axle's solid market positions,
high value-added product portfolio, and good R&D capabilities,
offset by risks associated with a high dependence on General
Motors Corp. sport utility vehicles and light trucks and
exposure to cyclical and competitive end markets," said Standard
& Poor's credit analyst Martin King.

American Axle has reported strong financial results during 2002.
For the first nine months of the year, sales increased 11%,
EBITDA increased 22%, and net income increased 48% from the same
period during 2001. The company's strong performance is a result
of the 6% increase in North American vehicle production, the
successful launch of several new programs, which have offset
discontinued programs, and a continued focus on productivity
improvement and cost controls.

The rating continues to be constrained by American Axle's
reliance on General Motors sport utility vehicles and light
trucks, but less so than in prior years. General Motors
represents 82% of the company's total sales, down from 93% five
years ago. The recent launch of DaimlerChrysler AG's heavy-duty
Dodge Ram, for which American Axle supplies the front and rear
axles, has improved the diversity of the company's customer
base. Non-General Motors sales grew 63% during the third quarter
of 2002. American Axle's technological expertise, improved
manufacturing efficiency, and strong product quality are helping
it win new business. Future new business already awarded should
allow the company to generate 24% of sales from non-General
Motors customers by 2004.

American Axle is expected to continue to be heavily reliant on
General Motors for the bulk of its sales for the intermediate
term. Good operating performance and solid cash flow generation
should enable the company to maintain credit quality despite the
cyclical and competitive challenges of the automotive supply
industry.


ANC RENTAL: Wants to Assign Tampa Lease to Hertz for $2.5 Mill.
---------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates seek the
Court's authority to assume and assign National's airport
facility in Tampa, Florida, and assign it to The Hertz
Corporation.  The Debtors also ask Judge Walrath's permission to
sell leasehold improvements at the facility free and clear of
any and all liens, claims, encumbrances and interests, and
exempt from any stamp, transfer, recording or similar tax.

ANC Rental Corporation has already completed the consolidation
of its Alamo and National operations at the Tampa Airport.  The
Debtors, in addition, have already filed a motion to sell the
property located at 5124 and 5402 West Spruce Street, Tampa,
Florida to Tampa Airport Parking LLC.

Elio Battista Jr., Esq., at Blank Rome Comisky & McCauley LLP,
in Wilmington, Delaware, informs the Court that National retains
a leasehold interest in the maintenance facility at the Airport.
It was leased by the Debtors pursuant to the February 5, 1987
Lease Agreement for Ground Area for Car Rental Service
Facilities between National and the Hillsborough County Aviation
Authority. The term of the lease agreement is 10 years, with two
5-year options to renew, one of which has already been
exercised. National intends to vacate the facility on December
31, 2002.

National made certain leasehold improvements to the facility.
The Debtors have determined that the leasehold improvements are
no longer required for their operations at the Tampa Airport.

In return for the assignment and sale, Hertz offered to pay the
Debtors $2,500,000.  According to Mr. Battista, Hertz will take
possession of National's Facility on December 31, 2002, at which
time Hertz will also exercise the second option to renew
National's facility lease.

Mr. Battista believes that Hertz's offer represents the best
offer for the National facility and lease.  Pursuant to the
terms of National's facility lease, only an on-airport rental
car company with a concession agreement with the Airport
Authority may lease National's facility, which is located at the
Airport. The facility lease provides that if the Airport
Authority cancels the concession agreement or if National fails
to obtain a new concession agreement, the Authority will
purchase certain improvements for an amount equal to National's
costs, which is up to $2,000,000.

Mr. Battista assures the Court that all of the other on-airport
rental car companies were informed that National was seeking to
assign the facility lease and sell the leasehold improvements,
but it was only Hertz that made the offer.  However, the Debtors
receive a higher and better offer for the facility lease and the
leasehold improvements prior to Court approval of this request,
the Debtors will withdraw or amend this motion and to seek to
assign and sell their interests in the facility pursuant to the
terms of the higher offer. (ANC Rental Bankruptcy News, Issue
No. 21; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ARMSTRONG CORP: Inks Pact to Obtain Min-Chem $1.75MM Financing
--------------------------------------------------------------
Armstrong Corporation (TSX VENTURE:YRM.) announces that (a) it
will not be proceeding with the previously announced proposed
$1,500,000 debenture financing from Linlis Developments Limited,
and (b) it has entered into a binding letter of intent with Min-
Chem Canada Inc., with respect to a proposed $1,750,000
financing of Armstrong. The Min-Chem financing is to be by way
of a secured 12% convertible debenture in the principal amount
of $1,750,000. At the option of Min-Chem, the debenture will be
convertible into common shares of Armstrong at a price of $0.05
per share. Other than the principal amount of the debenture, the
terms of the proposed Min-Chem financing are the same as those
of the Linlis financing.

It is proposed that the proceeds from the Min-Chem financing
will be used for working capital and general corporate purposes.

Completion of the Min-Chem financing is conditional upon, among
other things, receipt of all necessary approvals, including the
approval of the TSX Venture Exchange, acceptable amendment being
made to Armstrong's current credit agreement with its bank,
including a waiver by the bank of historical covenant breaches
by Armstrong, and completion to the satisfaction of Min-Chem of
its due diligence investigation of Armstrong. Closing is
scheduled for no later than November 29, 2002.

Min-Chem is a chemical distribution company operated from owned
warehouse facilities in the Montreal and Toronto area. The
distribution business was established in Canada over 50 years
ago and is a respected member of the Canadian chemical community
and the Canadian Association of Chemical Distributors(R) (CACD)
and is a committed participant in the Responsible Distribution
Program as it relates to distribution of chemical products.
Chemical and mineral products are bought from over 25 suppliers,
in the United States, Europe and Asia, and resold in Canada and
the United States. The business is divided between direct
shipments from suppliers to customers and shipments from Min-
Chem warehouses.

Armstrong operates as a leading Canadian manufacturer, packager
and distributor of specialty chemical products for consumer,
institutional and industrial applications, including the
sanitation and janitorial supply markets.

Armstrong has a total of 17,780,683 common shares issued and
outstanding.


ARMSTRONG HOLDINGS: AWI Hires American Appraisal for Valuation
--------------------------------------------------------------
In connection with its preparation and presentation of a
reorganization plan for these Chapter 11 cases, Armstrong World
Industries, Inc., solicited proposals for the valuation of its
assets from three professionals:

       (1) American Appraisal Associates, Inc.,
       (2) KPMG Consulting, Inc., and
       (3) Valuation Research Corporation.

Each of these entities submitted a proposal to AWI that included
its:

(a) qualifications and service capabilities;

(b) potential conflicts or representations that would affect the
     bidder's ability to conduct an independent valuation of
     AWI's assets;

(c) expertise and experience with large corporations in the same
     business as AWI;

(d) experience and expertise in performing asset valuations for
     purposes of "fresh start" accounting in connection with a
     restructuring;

(e) technical capabilities;

(f) ability to provide any related, follow-up services, such as
     tax consulting and restructuring advisory services;

(g) the name, position and qualifications of each professional
     that the bidder intends to use in connection with the
     valuation of AWI's assets;

(h) the office locations and the name and location of any
     independent contractors that the Bidder intends to use in
     connection with the valuation of AWI's assets;

(i) the fees charged, estimated expenses, and a preliminary
     timeline for critical steps in the valuation process; and

(j) the anticipated valuation methodology to be used, including
     applicable professional standards or guidelines that will be
     used.

In addition, AWI met with each of the Bidders to discuss that
the proposal.  After analyzing and comparing each of the
proposals at length, AWI has decided to seek to retain AAA.

By this application, AWI seeks the Court's authority to employ
American Appraisal Associates, as independent valuation experts
in these bankruptcy cases to assist in adjusting the corporate
books prepared under Generally Accepted Accounting Principals to
reflect the fair value of all of AWI's acquired tangible and
intangible assets for the purpose of performing "fresh start"
accounting required to be performed by AWI upon its emergence
from Chapter 11.

Compared to the other Bidders, AAA proposed to conduct the
valuation of AWI's assets at the lowest cost to AWI's estate,
proposed to visit the most AWI-owned and leased sites, had only
a limited need for the use of independent subcontractors, and
had, by far, the most employees available and qualified to
conduct the valuation of AWI's assets.

AAA is a company with over 55 offices worldwide, whose only
business is providing valuation consulting and cost information
services.  AAA has extensive expertise and over 100 years of
experience in valuing companies in connection with financial
reporting under GAAP, financial reorganizations both in and out
of Chapter 11, tax issues, and a multitude of corporate planning
needs.

AAA is to expected to:

(a) assist AWI in meeting its financial reporting requirements
     for Fresh Start Accounting in accordance with SOP 90-7
     "Financial Reporting by Entities in Reorganization Under The
     Bankruptcy Code", by providing an independent and objective
     opinion of value of the certain tangible and intangible
     assets to be valued in accordance with GAAP;

(b) value certain of AWI's tangible and intangible assets on the
     basis of fair value, as required by SOP 90-7;

(c) conduct valuation studies on AWI's buildings, land,
     machinery and equipment, office furniture, fixtures and
     equipment, computer equipment, and purchased computer
     software;

(d) deliver a fixed asset file that reports the fair value of
     the real and personal property in a format to be specified
     by AWI's management;

(e) conduct valuation studies on AWI's trademarks and trade
     names, patents, unpatented but proprietary technology,
     customer contracts, and internally developed computer
     software;

(f) assemble a multi-discipline team from its full-time staff of
     professionals throughout the world to perform the valuation
     studies on AWI's assets, with AAA staff members from eight
     countries participating in this project; and

(g) provide a valuation study that incorporates and leverages
     off of the knowledge and information already available
     within AWI, as well as AAA's internal global resources.

AAA will provide valuation services to AWI in three separate
phrases.

During Phase 1 of its retention, AAA will value AWI's real
estate, machinery and equipment, and other tangible personal
property assets located at AWI's Lancaster and Marietta,
Pennsylvania facilities, and AWI's Bietigheim, Germany flooring
plant.  AAA's fees for services provided during Phase 1 will not
exceed $35,000, plus reimbursement for actual expenses.

During Phase 2 of its retention, AAA will value all of AWI's
remaining real estate, machinery and equipment and all of AWI's
intangible assets, wherever located.  AAA's fees for services
provided during Phase 2 will not exceed $410,000, plus expense
reimbursement.

During Phase 3 of its retention, AAA will update its conclusions
and reports with respect to the value of all of AWI's assets
previously valued as of the date of AWI's emergence from its
Chapter 11 case. AAA's fees for updating its conclusions during
Phase 3 will not exceed $35,000.  AAA's fees for updating its
conclusions with respect to AWI's intangible assets during Phase
3 will not exceed $20,000.

Under the AAA valuation proposal, AWI is not obligated to
proceed with all three phases of AAA's retention.  In fact, AWI
may determine whether it intends to go forward with each
successive phase of the valuation upon completion of the
preceding phase.  AAA anticipates that Phase 1 of the valuation
will take between 30 and 45 days, Phase 2 will take
approximately 90 days, and Phase 3 will take no more than six
months with respect to AWI's real estate and machinery and
equipment, and no more than 30 days with respect to AWI's
intangibles.  Within a reasonable time following the completion
of each phase, AAA will provide AWI with a report including
AAA's valuation studies of the assets analyzed during each
phase.

AAA's billing system calculates the fees billed to its clients
on a daily basis, based on an 8-hour workday.  Accordingly, if
one of AAA's employees conducts one hour of valuation services
during a day, that employee will bill AWI for 1/8 of a day.
Therefore, AAA will bill AWI $1,400 per day or $175 per hour for
services performed by AAA's management staff, $1,040 per day or
$130 per hour for services performed by AAA's staff appraisers,
and $400 per day or $50 per hour for services performed by AAA's
administrative staff.  The fees charged by AAA are the same or
substantially similar to those charged by other valuation
experts with the same level of expertise.

Michael Rathburn, AAA Associate General Counsel, assures Judge
Newsome that neither AAA nor its principals have any adverse
interests in or against the Debtors.  AAA is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.  However, Mr. Rathburn discloses that AAA has
in the past been retained by and has mutual clients with the law
firms, vendors, accounting firms, and financial advisory firms
involved with these cases, and will have such relationships in
the future.  However, none of these engagements are or will be
related to these Chapter 11 cases. (Armstrong Bankruptcy News,
Issue No. 30; Bankruptcy Creditors' Service, Inc., 609/392-0900)

Armstrong Holdings Inc.'s 9.0% bonds due 2004 (ACK04USR1) are
trading at 58.50 cents-on-the-dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ACK04USR1for
real-time bond pricing.


BIRMINGHAM STEEL: Asset Sale to Nucor Clears Anti-Trust Review
--------------------------------------------------------------
Birmingham Steel Corporation (OTC BB:BIRS) announced that the
United States Department of Justice has closed its investigation
of Birmingham Steel Corporation's proposed sale of substantially
all of its assets to Nucor Corporation (NYSE:NUE).

On May 30, 2002, Birmingham Steel Corporation announced it had
reached a definitive agreement to sell substantially all of its
assets to Nucor Corporation for $615 million in cash.

On June 3, 2002, pursuant to the terms of the definitive
agreement, Birmingham Steel filed a Chapter 11 bankruptcy
proceeding before the United States Bankruptcy Court for the
District of Delaware for purposes of confirming and implementing
the sale to Nucor. On September 12, 2002, the Bankruptcy Court
approved Birmingham Steel Corporation's Reorganization Plan.
Early termination of the waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act was granted on October 29,
2002. The parties intend to complete the proposed transaction in
late November or early December 2002.

Birmingham Steel operates in the mini-mill sector of the steel
industry and conducts manufacturing, distribution and recycling
operations in facilities located across the United States. The
common stock of Birmingham Steel is traded on the over the
counter bulletin board under the symbol "BIRS."


BORDEN CHEMICAL: Shell Chemical Resigns from Creditors Committee
----------------------------------------------------------------
The Acting United States Trustee amends the Official Unsecured
Creditors Committee appointed in the chapter 11 cases involving
Borden Chemical & Plastics Operating Limited Partnership and BCP
Finance Corp.  Shell Chemical, L.P., has resigned from the
Committee.  Consequently, the Committee is now composed of:

      1. The Bank of New York
         Attn: Irene Siegel
         Vice President
         101 Barclay Street, 21W
         New York, NY 10286
         Phone: (212) 815-5703, Fax: (212) 815-3466;

      2. Pontchartrain Natural Gas System
         Attn: Keith A. Masterson
         P.O. Box 4324
         Houston, TX 77210-4324
         Phone: (713) 767-5526, Fax: (713) 265-5526; and

      3. PPG Industries Inc.
         Attn: Daniel A. Meshanko
         One PPG Place, Pittsburgh
         PA 15272
         Phone: (412) 434-2961, Fax: (412) 434-4491.

Borden Chemicals and Plastics Operating Limited Partnership,
producer PVC resins, filed for chapter 11 protection on April 3,
2001. Michael Lastowski, Esq., at Duane, Morris, & Hecksher
represents the Debtors in their restructuring efforts.

Borden Chemical & Plastics' 9.5% bonds due 2005 (BCPU05USR1) are
trading at half a penny on the dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BCPU05USR1
for real-time bond pricing.


BUDGET GROUP: Asks Court to Approve Liability Insurance Program
---------------------------------------------------------------
Budget Group Inc., and its debtor-affiliates ask the Court to
approve the purchase of an insurance program covering certain
workers' compensation and employer's liability, stop gap
liability, automobile liability, garage liability and garage-
keepers legal liability, from Continental Casualty Company.

                 The Debtors' Insurance Requirements

In connection with the day-to-day operations of their
businesses, the Debtors are either required by law or compelled
by sound business judgment to maintain various forms of
insurance, including, among others, coverage for general
liability, workers' compensation and automobile-related
liabilities.  Edmon L. Morton, Esq., at Young Conaway Stargatt &
Taylor LLP, in Wilmington, Delaware, tells the Court that the
Debtors typically purchase insurance to cover a significant
portion of their automobile-related liabilities.  In all states
where they operate, the Debtors must meet the various states'
requirements with respect to Minimal Financial Responsibility
Limits in order to rent vehicles.

In the 25 states where the Debtors are not self-insured, the
Debtors obtain MFRL-related insurance policies to comply with
the particular state's MFRL requirements.  In addition, the
Debtors obtain insurance to cover contractual obligations in
case they may have to:

-- defend third parties in lawsuits arising out of the use of
    vehicles rented by the Debtors, and

-- indemnify third parties for liabilities incurred by the third
    parties arising out of the operation of the vehicles.

The Debtors are also required to maintain workers' compensation
policies and programs and provide over 11,000 employees with
workers' compensation coverage for claims arising from or
related to their employment with the Debtors.  The Debtors
maintain workers' compensation programs in all states where they
operate.

In all states, drivers and renters of vehicles are required to
have insurance coverage up to a state's Minimum Financial
Responsibility Limits.  The limits typically are:

-- $15,000 per person,

-- $30,000 per accident, and

-- $10,000 for property damage.

Some states require the Debtors, as renters of vehicles, to be
primarily responsible for the MFRL amounts while other states
require the Debtors to be secondarily responsible for the MFRL
amounts.

Prior to the Petition Date, the Debtors maintained, among other
types, stop gap liability insurance and garage-keepers legal
liability insurance.  The Debtors obtain liability insurance
with one-year policy periods so that new insurance is obtained
annually.  On October 1, 2002, the Debtors' insurance coverage
with respect to workers' compensation and employer's liability,
stop gap liability, automobile liability, garage liability and
garage-keepers legal liability expired on their own terms.

According to Mr. Morton, Continental Casualty has agreed to
provide insurance coverage to the Debtors for all the liability
categories, on the condition that the Debtors obtain authority
from the Court to execute an agreement governing the Insurance
Program no later than November 1, 2002.

The basic terms of the Insurance Program are:

A. The primary automobile liability and garage policies will be
    issued with a policy period of October 1, 2002 to March 1,
    2003.  All other policies will be issued with a policy period
    of October 1, 2002 to December 31, 2002.  Additional
    agreements relating to the Policies and the Insurance Program
    may be executed by the Debtors and Continental Casualty;

B. The Debtors have agreed that the coverage under the Insurance
    Program will terminate effective December 31, 2002 12:01 a.m.
    EST.  In no event will any coverage under any of the Policies
    extend beyond the Termination Date.  However, the Debtors and
    Continental Casualty may mutually agree on an earlier
    termination date for the Policies;

C. Pursuant to the Finance Agreement between the Debtors and
    Continental Casualty effective October 1, 2002, losses
    incurred under the Policies are subject either to a
    retrospective/participating rating plan, a
    garage-keepers/garage liability deductible or automobile
    liability deductible or a workers' compensation deductible.
    The Debtors are obligated to pay Continental Casualty
    premiums and reimburse Continental Casualty for all losses
    and all paid Allocated Loss Adjustment Expenses as defined in
    the Policies, according to the terms and conditions of the
    Policies.  The Debtors are also obligated to pay Continental
    Casualty a $1,423,000 premium; and

D. The Finance Agreement further provides that, as of the
    inception date of the Policies, the Debtors will establish a
    $12,000,000 trust in order to secure the Debtors' obligations
    to Continental Casualty with respect to the Insurance
    Program. In that regard, the Debtors, Continental Casualty
    and Wells Fargo Bank NA, as the Trustee, have entered into
    the Collateral Trust Agreement, dated October 1, 2002,
    pursuant to which the Debtors deposited or will deposit the
    Collateral with the Trustee.  Under the Collateral Trust
    Agreement, Continental Casualty has the right to withdraw the
    Collateral from the trust account, after notifying the
    Trustee in writing, on default in the Debtors' performance
    under the Collateral Trust Agreement or the Debtors' other
    obligations under the Insurance Program.

Mr. Morton relates that although the contemplated purchase of
insurance is in the ordinary course of business, the Debtors
nonetheless seek the Court's consent out of an abundance of
caution.

The premium paid by the Debtors for Insurance Program is
approximately $1,420,000. (Budget Group Bankruptcy News, Issue
No. 10; Bankruptcy Creditors' Service, Inc., 609/392-0900)


CLASSIC COMM: Wants Lease Decision Time Extended to Jan. 6, 2003
----------------------------------------------------------------
Classic Communications, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to extend
their time to decide whether to assume, assume and assign, or
reject unexpired nonresidential real property leases until
January 6, 2003.

The Debtors tell the Court that their unexpired leases are
integral part of their business operations and thus are vital to
their reorganization efforts.  The Reorganization Plans filed by
the Committee and the Senior Lenders are both premised upon the
assumption and assignment of certain Unexpired Leases.
Accordingly, the Debtors submit that it would be premature and
potentially adverse to reorganization strategy set forth in the
Plans to compel the Debtors to decide which Unexpired Leases to
assume or reject at this time.

Classic Communications, Inc., a cable operator focused on non-
metropolitan markets in the United States, filed for Chapter 11
petition on November 13, 2001 along with its subsidiaries.
Brendan Linehan Shannon, Esq., at Young, Conaway, Stargatt &
Taylor represents the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed $711,346,000 in total assets and $641,869,000 in total
debts.


COMDIAL CORP: Plans to Increase Authorized Shares to 502 Million
----------------------------------------------------------------
Under date of October 22, 2002, the Board of Directors of
Comdial Corporation is sending a letter and prospectus to its
stockholders to inform them that the Company intends to amend
its Amended and Restated Certificate of Incorporation to
increase the authorized number of shares of capital stock from
152,000,000 shares to five hundred two million 502,000,000
shares consisting of 500,000,000 shares of common stock and
2,000,000 shares of preferred stock, by written consent of the
stockholders.

The holders of a majority of Company outstanding common stock,
owning approximately 84% of the outstanding shares of the common
stock, have executed a written consent in favor of the actions
described above. This consent will satisfy the stockholder
approval requirement for the proposed action and allows Comdial
to take the proposed action on or after November 11, 2002.

Comdial Corporation, headquartered in Sarasota, Florida,
develops and markets sophisticated communications solutions for
small to mid-sized offices, government, and other organizations.
Comdial offers a broad range of solutions to enhance the
productivity of businesses, including voice switching systems,
voice over IP (VoIP), voice processing and computer telephony
integration solutions. For more information about Comdial and
its communications solutions, please visit its Web site at
http://www.comdial.com

                            *    *    *

                         Debt Restructuring

On June 21, 2002, ComVest entered into an agreement with
Comdial's senior bank lender to purchase the bank's
approximately $12.7 million senior secured debt position,
outstanding letters of credit of $1.5 million, and 1,000,000
shares of Series B Alternate Rate Convertible Preferred Stock
(having an aggregate liquidation preference of $10.2 million)
for a total of approximately $8.0 million. Although there can be
no assurances, it is expected that this buy-out by ComVest,
which is subject to closing conditions, will be completed during
2002.  In connection with its debt restructuring, Comdial will
seek additional longer term financing which it expects will be
in the form of a new senior bank loan and other debt or equity
funding to be raised during 2002.  It is anticipated that the
Bridge Financing will be replaced by or convert into this
subsequent longer term financing.  There can be no assurance
that the Company will be successful in obtaining additional
financing or that the terms on which any such funding may be
available will be favorable to the Company.

                            Nasdaq Delisting

As a result of its immediate convertibility into shares of
common stock, the issuance of the Bridge Notes required
shareholder approval under the corporate governance requirements
of Nasdaq's Marketplace Rules. The failure to obtain shareholder
approval prior to the issuance of the Bridge Notes has resulted
in the Company's shares being delisted from the Nasdaq SmallCap
Market(R).  The Company anticipates that its common stock will
be quoted on the NASD's OTC-BB.  Nasdaq determined that the
Company was not eligible for immediate listing on the OTC-BB
because part of the delisting order related to public interest
concerns regarding the substantial dilution.  Accordingly, the
Company's stock currently trades on the Pink Sheets Electronic
Quotation Service.  The application to be quoted on the OTC-BB
must be filed by one or more broker-dealers and the Company must
meet certain requirements, including that its filings under the
Exchange Act must be current.  There can be no assurance that
the Company's stock will be quoted on the NASD's OTC-BB in the
future, in which case the Company's stock will continue to trade
through the pink-sheets.


CONTINENTAL AIRLINES: Fitch Junks Ratings on Liquidity Concerns
---------------------------------------------------------------
Fitch Ratings lowered the debt ratings for Continental Airlines,
Inc., downgrading the airline's senior unsecured obligations to
'CCC+' from 'B-' and the rating on Continental's TIDES preferred
equity securities to 'CCC-' from 'CCC' .

The rating change reflects the continuing impact of a weak
domestic airline revenue environment on Continental's cash flow
generation capacity and a deteriorating liquidity outlook.
Despite the fact that Continental's operating results have
consistently beaten those of its major network carrier
competitors and should continue to do so (largely as a result of
both a revenue premium and a better operating cost structure),
the airline is facing several quarters of weak operating cash
flow and high fixed financing obligations (interest, aircraft
and facilities rents, scheduled debt amortization payments and
pension contributions). Barring a rebound in U.S. air travel
demand in 2003 (particularly high-yield business traffic),
Continental is likely to see a reduction in its cash balances.
The Rating Outlook for Continental remains Negative.

Along with the rest of the U.S. airline industry, Continental's
operating performance has continued to suffer as a result of
poor domestic revenue trends. Disregarding September, when
anomalies related to post-September 11, 2001 traffic patterns
made meaningful comparisons difficult, Continental's passenger
unit revenue performance consistently trailed year-earlier
levels in both the second and third quarters of this year. In
comparison with the third quarter of 2000-a comparable period
pre-dating the most recent industry revenue downturn-passenger
unit revenue declined by 15%. This deterioration in the revenue
environment represents a fundamental disruption of domestic air
travel demand patterns, with critical business customers
completing far fewer trips (and generally paying less for their
tickets when they do travel).

Continental faces high fixed financing obligations as a result
of the leverage it incurred during its fleet replacement
program. Balance sheet debt totaled $5.5 billion as of September
30, and the company expects annual aircraft and facilities lease
expense of $1.3 billion in 2003. Current debt maturities totaled
$449 million on September 30-largely scheduled amortization
payments that come due in similar amounts each quarter. The
airline is not currently in danger of tripping any debt
covenants, though it does face a minimum cash balance
requirement of $500 million.

Financing requirements for new aircraft deliveries are modest in
comparison with previous years, but turmoil in aircraft capital
markets may lead Continental to look to new leasing structures
as a way to finance new aircraft deliveries. Continental
currently has 4 firm Boeing 737 orders scheduled for delivery in
the fourth quarter of 2003, with another 67 firm orders planned
for delivery before 2009. Financing has not yet been arranged
for these aircraft deliveries.

Continental reported a total of $1.3 billion in cash and short-
term investments on its balance sheet as of September 30. This
level has been sustained as a result of several securities
issuances and the sale of a portion of its ExpressJet operation
since September 11, 2001. The company has projected a year-
ending cash balance of approximately $1.0 billion, assuming no
further financing activity in the fourth quarter. In addition to
cash on hand, the airline holds 53% of the outstanding shares of
its publicly traded Continental Express regional airline
affiliate (ExpressJet Holdings, Inc.). If this stake were to be
monetized, it could generate $300 to $400 million in cash
proceeds at current market levels. Continental has stated that
it does not intend to remain an owner of the shares over the
long term. However, Continental management noted in its October
17 earnings call that it has no intention of selling the
remaining ExpressJet shares at the depressed market prices that
currently prevail.

Additionally, required contributions to the company's defined
benefit pension plan will result in further cash outflows over
the next several years. Based on current expectations regarding
the size of the gap between pension plan assets and the
accumulated benefit obligation, Continental estimates that more
than $200 million in cash contributions will be necessary in
2003. Continental has made substantial contributions to its
defined benefit plan over the last few years, including a cash
contribution of $150 million made in May of this year (from
proceeds received in the ExpressJet IPO). Given the magnitude of
the underfunded pension obligation, annual cash pension
contributions are likely to continue beyond 2003. This mirrors a
problem seen by all of the U.S. majors, as poor market returns
and rising benefit obligations have combined to widen pension
funding gaps.

Prospects for an improvement in the industry revenue picture
remain very murky, in particular with growing speculation over a
possible war with Iraq, which could be accompanied by reduced
air travel demand and higher fuel costs. To some degree, planned
cuts in major airline available seat mile capacity for 2003
should lead to an improvement in supply-demand fundamentals and
alleviate some of the industry's persistent overcapacity
problem. Still, the lack of a robust economic environment and
continuing war worries seem likely to keep a lid on industry
traffic and average fares through much of 2003. With this type
of revenue backdrop, Continental and the other majors will be
forced to find new sources of cost savings in order to conserve
cash.

In an effort to offset the revenue shortfalls, Continental has
initiated another round of cost-saving and revenue-enhancing
initiatives that it hopes will result in incremental pretax
benefits of $350 million in 2003. Continental currently projects
that fourth quarter cost per available seat mile (CASM) will be
down by 1 to 2 percent, while full year 2003 CASM is expected to
rise by 4 to 5 percent, driven primarily by higher average fuel
costs and higher security and insurance expenses. Continental's
fuel purchases are approximately 95% hedged in Q402 and 75%
hedged in Q103-a period when conflict in Iraq might lead to
extreme volatility in world oil markets. Unit labor costs are
expected to rise in 2003 as a result of a new tentative labor
agreement with the Teamsters (representing the mechanic group)
reached on October 18. Negotiations between management and the
pilots' union were initiated in early October when the pilot
contract became amendable.

Current capacity plans call for the airline to reduce available
seat miles in the domestic system by about 4% in 2003 as the
company seeks to cut unprofitable flying and align supply with
weak domestic demand. International capacity, on the other hand,
is expected to grow in 2003 in response to better traffic and
yield patterns-especially in trans-Atlantic markets.

Continental Airlines, Inc., is the fifth-largest U.S. passenger
airline in terms of revenue passenger miles. The airline serves
both domestic and international destinations, and operates
domestic hubs at Houston, Newark, and Cleveland. Continental's
mainline fleet consisted of 366 Boeing aircraft on September 30,
2002

Continental Airlines' 8.0% bonds due 2005 (CAL05USR1),
DebtTraders reports, are trading at 38 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CAL05USR1for
real-time bond pricing.


CORNING INC: Posts $260MM Net Loss on Sales of $837MM in Q3
-----------------------------------------------------------
Corning Incorporated (NYSE:GLW) announced that its third-quarter
sales were $837 million and that it recorded a net loss to
common shareholders of $260 million.

The company's third-quarter loss includes a previously announced
restructuring and impairment pretax charge of $125 million ($85
million after-tax and minority interest), or $0.08 per share,
and a $0.12 reduction in earnings per share as a result of the
declaration of dividends on Corning's 7.00% Series C mandatory
convertible preferred stock offering completed in the quarter.
Third-quarter results also include a gain from debt repurchases
of $22 million ($13 million after-tax), or $0.01 per share.

"Overall, we are pleased that our third-quarter financial
performance is in line with the guidance we provided last July,"
James R. Houghton, chairman and chief executive officer, said.
"We continue to reduce quarterly costs and we have done a good
job of managing cash flow. However, we are not satisfied with
quarterly losses; therefore we will take additional
restructuring actions in the fourth quarter. These are designed
to protect Corning's long-term financial health and move us
toward our goal of returning to profitability in 2003."

The company said that it anticipates taking restructuring and
asset impairment charges in the range of $550 to $650 million
pretax in its fourth quarter. The charges would include the
impact of the permanent closing of Corning's optical fiber
factory in Australia and the proposed closing of its German
optical fiber facility, as well as the mothballing of its
optical fiber factory in Concord, N.C. The charges would also
include the impact of proposed reductions in capacity and
employment levels in the company's cable, hardware and equipment
and photonic technologies businesses.

                 Third-Quarter Operating Results

Sales for the quarter of $837 million represent a sequential
decline of 7% from second-quarter sales of $896 million. This
sequential sales decline was primarily driven by continued lower
demand across all the telecommunications businesses. Volume in
the optical fiber and cable business declined by 10% and optical
fiber prices declined 10% to 15%.

The information display segment, which was fueled by the
continued popularity of flat screen monitors and increasing
demand for projection televisions, experienced a 7% sequential
increase in sales, which was more than offset by the decline in
the telecommunications segment. The company said its liquid
crystal display glass shipments have increased quarter-to-
quarter throughout the year and the company experienced record
production in the third quarter. Corning said it continues to
bring on additional manufacturing capacity to meet the
increasing demand expected to continue in the fourth quarter.
Flat panel glass pricing remained stable in the third quarter.

On a sequential basis, Corning's net loss before special items
was slightly lower than the second quarter as lower sales and
margins were offset by significant reductions in operating
expenses. Approximately $20 million of the operating expense
reductions in the quarter are not expected to recur in the
fourth quarter. In addition, Corning's results benefited by
approximately $10 million from an increase in the tax benefit
rate in the quarter.

                       Liquidity Update

Corning said that it had more than $1.6 billion in cash and
short-term investments at the end of the third quarter, up from
$1.3 billion at the end of the second quarter. This increase
includes approximately $441 million raised in a preferred stock
offering during the quarter. In addition, Corning continues to
have access to its unused $2 billion revolving line of credit.
The company's debt to capital ratio was 44% at the end of the
third quarter.

The company used $35 million in cash during the quarter to
repurchase $58 million of debt. Additionally, Corning has
repurchased debentures with an accreted value of $204 million
for $118 million in cash in the fourth quarter through October
29, 2002. These additional repurchases will result in Corning
recording a pretax gain of $83 million in the fourth quarter.
Corning said it may from time to time continue repurchases of
its debt securities in open market or privately negotiated
transactions.

Excluding financing activities and related investments, Corning
used $110 million in cash and short-term investments during the
quarter. This included $77 million in restructuring payments and
a net $24 million related to the purchase of Lucent's optical
fiber and cable assets in China.

                 Fourth-Quarter Restructuring Charges

Corning said it will take fourth-quarter pretax restructuring
charges in the range of $550 to $650 million for the following
actions:

      -   The permanent closing of its optical fiber
manufacturing facility in Noble Park, Victoria, Australia, and
the proposed closing of its Neustadt bei Coburg, Germany optical
fiber plant. These closures are proposed to be completed by
early 2003. Corning will also mothball its optical fiber
manufacturing facility in Concord, N.C., and transfer certain
capabilities to its Wilmington, N.C., facility. Corning believes
that the Concord facility can be returned to productive capacity
within six to nine months of a decision to reopen.

      -   Proposed reductions in capacity and employment in
Corning's cabling and hardware and equipment locations worldwide
to reduce costs.

      -   Permanent closure of its photonic technologies thin
film manufacturing facility in Marlborough, Mass., by the end of
2002.

Corning said these restructuring actions will result in a
reduction of approximately 2,200 employees. Of the total
restructuring charge of $550 to $650 million, approximately 25%
is expected to be paid in cash.

The company expects to realize annualized savings of at least
$165 million from this latest round of restructuring and cost
reduction programs. These cost savings are in addition to the
$265 million in annual cost savings to be realized from the
previously announced restructuring actions taken in the second
and third quarter.

"The challenge confronting the telecommunications industry is
the most serious we have faced," said James B. Flaws, vice
chairman and chief financial officer. "Telecom carriers continue
to indicate that they will further reduce investments in 2003.
As a result, we are taking decisive action to re-size our
businesses to reflect today's economic realities. These actions
will contribute to our plan to achieve profitability in 2003. We
are also evaluating other restructuring actions and we may
announce further charges later in the current quarter."

Also, as part of its plan to restore profitability, the company
announced that it would continue its merit freeze for salaried
employees into 2003 and also make certain benefit reductions
including changes to its investment plan and retiree medical
plan.

                     Overview of 2002 Charges

In July, Corning announced it would record a $600 million pretax
restructuring and impairment charge spread over the second and
third quarters, including a workforce reduction of 4,600.
Wednesday's announcement will bring the company's 2002
restructuring and impairment charges to approximately $1.3
billion pretax and headcount reductions totaling about 6,800 for
the year. Last year, Corning announced the elimination of 12,000
positions. Corning's total headcount will approximate 23,500
upon completion of this latest round of restructuring.

"These reductions are extremely painful. We are losing talented
people who have made valuable contributions to Corning and we
are acutely aware of the impact these actions have on the
communities in which we operate," Flaws said.

                       Fourth-Quarter Outlook

Corning said it expects fourth-quarter sales will be in the
range of $775 to $825 million and its net loss will be in the
range of $0.08 to $0.12 per share, excluding restructuring and
impairment charges announced Wednesday. The expected decline in
fourth quarter sales compared to third quarter sales is
primarily due to continued volume and price declines in the
optical fiber and cable business, with some impact due to
seasonality. Volume is expected to decline by 10% to 15% and the
rate of decline in price is expected to be slightly less than
the third quarter.

Corning is expecting continued strong performance for its flat
panel glass business in the fourth quarter. Sales are also
expected to increase in the semiconductor business. These gains
will be largely offset by seasonal declines in other businesses
in the advanced materials and information display segments.

"While we will significantly reduce our optical fiber and cable
manufacturing capacity with the actions announced today, we will
be in a position to quickly restart our Concord factory when
market conditions improve," Houghton said. "We believe in the
future of optical communications. In the meantime, our diverse
product portfolio, based on our commitment to technology and
innovation, continues to serve us well. We are taking decisive
actions to address the near-term challenges and we are
protecting our market leading positions to assure future growth
and profitability. We are committed to success," Houghton said.

Established in 1851, Corning Incorporated (www.corning.com)
creates leading-edge technologies that offer growth
opportunities in markets that fuel the world's economy. Corning
manufactures optical fiber, cable and photonic products for the
telecommunications industry; and high-performance displays and
components for television, information technology and other
communications-related industries. The company also uses
advanced materials to manufacture products for scientific,
semiconductor and environmental markets.

                          *    *   *

As reported in Troubled Company Reporter's August 5, 2002
edition, Standard & Poor's lowered its ratings on two
synthetic transactions related to Corning Inc., to double-'B'-
plus from triple-'B'-minus.

The lowered ratings follow the lowering of Corning Inc.'s long-
term corporate credit and senior unsecured debt ratings on July
29, 2002.

The two deals are both swap independent synthetic transactions
that are weak-linked to the underlying collateral, Corning
Inc.'s debt. The lowered ratings reflect the credit quality of
the underlying securities issued by Corning Inc.

                         RATINGS LOWERED

              Corporate Backed Trust Certificates Corning
                 Debenture-Backed Series 2001-28 Trust

        $12.843 million corning debenture-backed series 2001-28

                               Rating
                  Class     To        From
                  A-1       BB+       BBB-

            Corporate Backed Trust Certificates Corning
              Debenture-Backed Series 2001-35 Trust

       $25.2 million corning debenture-backed series 2001-35

                               Rating
                  Class     To        From
                  A-1       BB+       BBB-


CORSPAN INC: Auditors Doubt Company's Ability to Continue Ops.
--------------------------------------------------------------
During the quarter to August 31, 2002, Corspan Inc., conducted
its operations through its wholly owned subsidiaries , Total
Print Solutions Limited, New Media North Limited, Campaign
Network Limited, High Low Global Systems Inc., and Corspan
Limited. All of the subsidiaries are located in the United
Kingdom.

On July 23, 2002, the Company, a non-operating company acquired
100% of the outstanding common stock of HLGS, a printing
consultancy company incorporated under the laws of the United
States.

The basic structure and terms of the acquisition, together with
the applicable effects were that the Company acquired all of the
outstanding shares of common stock of HLGS in exchange for
450,000 shares of newly issued common stock of the Company.

Under accounting principles generally accepted in the United
States of America, the acquisition is considered to be a
business combination.  That is, the results of HLGS have been
included in the consolidated financial statements since the
acquisition.  Goodwill arising on the acquisition is recorded at
the fair value of the newly issued common stock of the Company
less the fair value of the net assets and intangibles acquired.

On July 31, 2002, the Company, acquired 90% of the outstanding
common stock of CN, a graphical database management company
incorporated under the laws of the United Kingdom.

The basic structure and terms of the acquisition, together with
the applicable effects were that the Company acquired 90% of the
outstanding shares of common stock of CN in exchange for 46,920
shares of newly issued common stock of the Company and deferred
consideration equal to 25% of the audited pre-tax profit of CN
for the twelve month period ending July 31, 2003, 20% of the
audited pre-tax profit for the twelve months ended July 31, 2004
and 15% of the audited pre-tax profits of the twelve months
ended July 31, 2005.

The consolidated financial statements of Corspan for the three
months ended August 31, 2002, and 2001, have been prepared by
the Company, without audit.  Those statements have been prepared
on a basis that contemplates the Group's continuation as a going
concern and the realization of assets and liquidation of
liabilities in the ordinary course of business. Corspan has an
accumulated deficit of $1,882,977 and negative working capital
of $1,404,844 at August 31, 2002. These matters, among others,
raise substantial doubt about the Company's ability to remain a
going concern for a reasonable period of time. The Group's
continued existence is dependent on its ability to obtain
additional financing sufficient to allow it to meet its current
obligations and to achieve profitable operations.

Corspan is currently seeking financing through private
placements and has received approval to trade its shares by the
NASD.  The Company hopes to raise significant proceeds through
this medium, which will be used to fund future acquisitions. The
Company is actively reviewing various avenues to raise capital
and is currently visiting with and meeting a number of potential
investors.

Corspan, through wholly owned subsidiaries, New Media North Ltd.
and Total Print Solutions Ltd, has entered into agreements to
sell, on an on-going basis, certain receivables subject to the
terms of the agreements. As the credit risk of these receivables
remain with the Company, these arrangements are accounted for as
a loan securitized.  The Company is permitted to receive
advances of up to 60% in the case of New Media North Ltd., and
65% in the case of Total Print Solutions Ltd., of the
receivables sold to the lender.

Corspan Inc., is engaged in the business of developing and
marketing a bottom-up print-solutions operation, layering
additional services over acquired profitable businesses,
creating new efficiencies and enhanced profitability.


CREDIT SUISSE: Fitch Ratchets Class E Note Rating Up to BB-
-----------------------------------------------------------
Fitch upgrades Credit Suisse First Boston Mortgage Securities
Corp./DLJ Mortgage Acceptance Corp.'s commercial mortgage pass-
through certificates, series 1995 T1, $5.8 million class D to
'A' from 'BB+' and the $11 million class E to 'BB-' from 'B+'.
Fitch does not rate the class F certificates. The upgrades
follow Fitch's annual review of the transaction, which closed in
February 1995.

The trust's primary asset is class B of DLJ Mortgage Acceptance
Corp./Credit Suisse First Boston Mortgage Securities Corp.,
series 1994 MF1. Class B provides subordination for class A of
1994 MF1 transaction, which is held in Fannie Mae 1994-M5 with
the interest-only certificates.

The upgrades reflect the increased subordination levels as a
result of amortization and loan payoffs. As of the October 2002
distribution date, the pool's aggregate certificate balance
decreased by 80.5% to $26.1 million from $221.6 million at
issuance. To date, the trust has realized losses of $285,865.

The certificates are collateralized by 14 loans secured by
multifamily (79%) and health care (21%) properties. The
properties have significant concentrations in Texas (37%),
Florida (16%), Michigan (14%) and Louisiana (10%).

GMAC Commercial Mortgage Corp., as Master Servicer, collected
year-end 2001 operating statements for 95 percent of the loans
remaining in the pool. The weighted average debt service
coverage ratio for YE 2001 is 1.49 times compared to 1.45x for
YE 2000.

One loan (5%), Northridge II Evergreen Apartments, is currently
delinquent and specially serviced. The loan is secured by a
multifamily property in Arlington, TX. The borrower is working
to improve the quality of residents. Cardinal Retirement Village
(7%) is secured by a health care property in Kettering, OH. The
loan matured in October 2001, but the borrower was unable to
obtain refinancing. The loan remains current. An additional loan
of concern (9%) is secured by a healthcare property in Las
Vegas, NV. The current operator, Summerville Healthcare, is
having difficulty maintain a stable occupancy.

Each of the characteristics discussed above, including paydown,
property type concentration, geographic concentration and pool
performance, were incorporated in Fitch's stressed scenario.
Under this stress scenario, subordination levels were sufficient
to upgrade the class D and E certificates. Fitch will continue
to monitor the performance of this transaction.


CYBEX INT'L: Taps Legg Mason to Review Refinancing Alternatives
---------------------------------------------------------------
Cybex International, Inc. (AMEX: CYB), a leading exercise
equipment manufacturer, reported results for the third quarter
ended September 28, 2002.

Net sales for the quarter ended September 28, 2002 were
$19,898,000 versus $19,378,000 for the comparable 2001 period.
The net loss for the quarter ended September 28, 2002 was
$388,000, compared to net income of $173,000 for the third
quarter of 2001. Net sales for the nine months ended September
28, 2002 were $56,816,000, compared to $62,841,000 for the
comparable 2001 period. The net loss for the nine months ended
September 28, 2002 was $22,572,000, compared to net income of
$574,000 for the same prior year period.

The nine months ended September 28, 2002 results include the
previously announced non-cash charge to establish a valuation
reserve for deferred taxes of $21,316,000 in accordance with
SFAS 109 recorded in the second quarter. If a valuation reserve
was not required against deferred taxes, the net loss for the
nine months ended September 28, 2002 would be $1,086,000. In the
future, such related deferred tax valuation reserve will
continue to be re-evaluated and a benefit will be recorded upon
realization of the deferred tax assets or the reversal of the
valuation reserve.

John Aglialoro, Chairman and Chief Executive Officer, stated:
"Cybex International continues to make progress. The third
quarter accomplishments included the first shipments of the Arc
Trainer, which represents a new product category. In addition,
Cybex introduced additional units of our Eagle line which is a
group of the company's best-ever strength products and, we
believe, the best in the industry. The sales increase in the
third quarter over the corresponding period of 2001 represents
our return to revenue growth, fueled by new and innovative
products."

The Company announced that it has retained the investment
banking firm of Legg Mason Wood Walker, Incorporated to advise
and assist with alternatives associated with the refinancing of
its debt facility. In addition, the Company reported that David
Fleming has resigned as a member of the Company's Board of
Directors.

At September 28, 2002, the Company recorded a working capital
deficit of about $9.3 million.

                         Business Outlook

Cybex expects net sales in the fourth quarter of 2002 to exceed
the net sales of $22,381,000 achieved in the fourth quarter of
2001, and the Company is expected to be profitable in the fourth
quarter of 2002.

The Company's business outlook is based on current expectations.
These statements are forward-looking and actual results may
differ materially. In particular, the continued uncertainties in
US and global economic conditions and in the fitness industry,
together with the Company's reliance on newly-introduced
products, make it particularly difficult to predict product
demand and other related matters, and may preclude the Company
from achieving expected results. The foregoing statements
supersede any prior financial guidance provided by the Company.

Cybex International, Inc., is a leading manufacturer of premium
exercise equipment for commercial and consumer use. Cybex and
the Cybex Institute, a training and research facility, are
dedicated to improving exercise performance based on an
understanding of the diverse goals and needs of individuals of
varying physical capabilities. Cybex designs and engineers each
of its products and programs to reflect the natural movement of
the human body, allowing for variation in training and assisting
each unique user - from the professional athlete to the
rehabilitation patient - to improve their daily human
performance. For more information on Cybex and its product line,
please visit the Company's Web site at http://www.eCybex.com


DELTA AIR LINES: Appoints James M. Kilts to Board of Directors
--------------------------------------------------------------
Delta Air Lines (NYSE: DAL) announced the election of James M.
Kilts, chairman and chief executive officer of The Gillette
Company, to its Board of Directors, effective immediately.

"Jim Kilts brings to the Delta Board leadership skills and
immense marketing expertise gained during his tenure as CEO for
some of the world's most successful consumer marketing
companies, including Gillette, Nabisco and Kraft Foods," said
Leo F. Mullin, Delta chairman and chief executive officer. "He
will further expand the depth and range of Delta's already
strong board membership."

"Delta is an excellent airline with a long history of
outstanding customer service and solid financial performance,"
said Kilts.  "I look forward to working with Leo Mullin and the
Board of Directors as we face the challenge of positioning Delta
as a long-term leader in a tough and rapidly changing industry."

Kilts, 54, was named chairman and CEO of Gillette in January
2001.  He had served since January 1998 as president and CEO of
Nabisco, which was acquired in December 2000 by Philip Morris
Company.  Before joining Nabisco, Kilts headed the $27 billion
Worldwide Food group of Phillip Morris, where he was executive
vice president.  Prior to that position, Kilts was President of
Kraft USA and Oscar Mayer.  He began his career with General
Foods Corporation in 1970.

Kilts also serves on the board of directors for the May
Department Stores Company and the Whirlpool Corporation, and he
is vice chairman of the board for the Grocery Manufacturers of
America.

A graduate of Knox College in Galesburg, Illinois, Kilts earned
an MBA from the University of Chicago.  He currently serves on
the Board of Trustees of Knox College and is a member of the
Advisory Council of the University of Chicago Graduate School of
Business.

Delta Air Lines' 8.30% bonds due 2029 (DAL29USR1), DebtTraders
reports, are trading at 45 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=DAL29USR1for
real-time bond pricing.


DLJ COMMERCIAL: Fitch Affirms Low-B & Junk Ratings on 7 Classes
---------------------------------------------------------------
DLJ Commercial Mortgage Corp. mortgage pass-through
certificates, series 1999-CG3, $115.6 million class A-1A, $509.1
million class A-1B, $17.7 million class A-1C and interest-only
class S are affirmed at 'AAA' by Fitch Ratings. In addition,
Fitch affirms the $25 million class A-2 at 'AA', $49.5 million
class A-3 and $13.5 million class A-4 at 'A ', $15.7 million
class A-5 at 'A-', $18 million class B-1 at 'BBB', $15.7 million
class B-2 at 'BBB-', $27 million class B-3 at 'BB+', $13.5
million class B-4 at 'BB', $9 million class B-5 at 'BB-', $11.2
million class B-6 at 'B+', $9 million class B-7 at 'B', $9
million class B-8 at 'B-' and $4.5 million class C at 'CCC'.
Class D is not rated by Fitch. The rating affirmations follow
Fitch's annual review of the transaction, which closed in
October of 1999.

The certificates are collateralized by 160 fixed-rate loans on
167 properties, and consist mainly of the following: multifamily
(34%), office (21.7%), and retail (20.3%). There are large
geographic concentrations in California (17.3%), Texas (15.2%),
and New York (10.7%). As of the October 2002 distribution date,
the pool's collateral balance has decreased by 2.8% to $874.3
million from $899.3 million at closing.

GEMSA Loan Services, the master servicer, collected year-end
2001 financials for 100% of the pool balance. According to the
information provided, the YE 2001 weighted average debt service
coverage ratio decreased to 1.40 times from 1.45x as of YE 2000.
The DSCR remains stable from 1.38x at issuance. Currently, there
is one loan in special servicing that represent 0.4% of the
pool. The loan is secured by an assisted living facility in
Winter Haven, FL. Fitch expects any losses attributed to this
loan to be fully absorbed by the unrated Class D.

Fitch reviewed the performance of the shadow-rated Westin-Hilton
Head loan (3.9% of the pool) and its underlying collateral. The
loan is secured by a 412-room full-service hotel that is owned
by Starwood Hotels. The DSCR for YE 2001 decreased to 1.14x,
compared to 2.03x as of trailing twelve months ending June 2001.
The DSCR is calculated using a stressed debt service, which is
determined by applying at 10.48% debt constant to the original
loan balance. The decline can primarily be attributed to the
numerous cancellations that occurred in the fourth quarter,
following the events of Sept. 11. While Fitch has concerns with
the decline in DSCR, the year to date RevPAR through October is
$122, which is higher than the $107 at issuance indicating
improved performance in 2002 over 2001. Thus, Fitch has
maintained its investment-grade credit assessment on this loan.

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


DUANE READE: Reports Improved Performance for Third Quarter
-----------------------------------------------------------
Duane Reade Inc. (NYSE: DRD), whose $110 million senior
unsecured convertible notes due 2022 are rated at 'BB-' by
Standard & Poor's, reported sales and earnings for the third
quarter ended September 28, 2002.

                    Third Quarter Results

Net sales increased 11.9% to $312.8 million, with pharmacy sales
increasing 19.2% and comprising 41.9% of net sales.  Same-store
sales increased 6.0%, reflecting a 13.2% increase in pharmacy
same-store sales and a 1.3% increase in front-end same-store
sales.  The pharmacy same-store increase was adversely impacted
by approximately eight percentage points resulting from higher
generic substitution rates which, nevertheless, contribute to
continued improvements in overall pharmacy profitability.

For the quarter, income before an after-tax extraordinary charge
of $0.2 million related to the retirement of debt was $8.0
million, compared with $6.4 million in the comparable quarter of
last year.  Third quarter net income, including the
extraordinary charge, amounted to $7.8 million.

As of September 28, 2002 the Company operated a total of 221
stores. During the quarter the Company opened four stores and
closed one store, compared with nine stores opened, one store
closed, and two stores lost in the September 11 disaster during
the same period last year.  Store pre-opening costs were $0.3
million in the third quarter, compared to $0.5 million last
year.  The Company delayed four planned openings in order to
address reconstruction needs at two locations that were damaged
by fire.  Of these locations, one is currently operational and
the second is expected to re-open before the end of the fourth
quarter.  The Company currently expects to open between 35 and
37 stores in 2002, versus the previous estimate of 40 stores.
The balance is expected to be opened in January, which should
not have a material impact on either the current or next year's
results.

Commenting on the Company's results, Anthony J. Cuti, Chairman
of the Board and Chief Executive Officer, stated, "We are
pleased that our same-store sales trend began to show
improvement during the third quarter.  Although this is
partially due to comparisons against the prior year's post
September 11 disruptions, the positive front-end increases were
consistent with the range of our expectations for the period.
It is also noteworthy that our pharmacy results remain at
industry leading levels, particularly when considering the
dampening effect of our generic success."

Gross profit margin for the quarter was 23.3% of sales compared
with 23.6% in the same period last year.

While gross margin was better than anticipated, the decline was
due primarily to a higher percentage of lower margin pharmacy
sales in the current year.  Additionally, gross profit includes
a LIFO charge of $0.5 million in the current year while the
previous year's gross margin was based on a FIFO inventory
valuation method.

Selling, general and administrative expenses amounted to $48.9
million, or 15.6% of sales, compared to $43.0 million, or 15.4%
of sales, in the previous year.  The slight increase, as a
percentage of sales, is primarily attributable to start-up costs
related to a large number of one-hour photo departments opened
during the quarter and increased guard service costs associated
with an enhanced shrink reduction program.

EBITDA on a FIFO basis for the quarter improved by 8.9% to $25.9
million or 8.3% of sales compared to $23.8 million or 8.5% of
sales in the same period last year.

Depreciation and amortization expenses amounted to $6.9 million,
compared to $6.7 million in the third quarter last year.  The
current year reflects a benefit of $1.1 million due to the
elimination of goodwill amortization attributable to the
Company's adoption of Financial Accounting Standard No. 142.

Interest expenses declined a significant 27.3% to $3.7 million
from $5.1 million last year, primarily due to lower interest
rates, resulting from the completion of our 2.1478% Senior
Convertible Note offering in April and the related retirement of
higher cost Senior Subordinated Notes and term loans.

Income before taxes and extraordinary charges for the quarter
amounted to $13.0 million, or 4.2% of sales, compared to $10.6
million, or 3.8% of sales, in the previous year.

Income taxes for the quarter amounted to $5.0 million,
reflecting an effective tax rate of 38.7%, compared to $4.2
million, and an effective rate of 39.9% in the previous year.
The lower tax rate in the current year is attributable to higher
levels of employment tax credits.

                      Nine Month Results

Net sales for the 39 weeks ended September 28, 2002 increased
11.8% to $943.4 million compared with $843.5 million the
previous year.  Pharmacy sales increased 21.2% to $393.5 million
and represented 41.7% of net sales. Front-end sales increased
6.0% to $549.9 million compared to $518.7 million in the
previous year.  During the first nine months of 2002, same-store
sales increased 5.1%, with a same-store increase of 13.8% in
pharmacy sales and a same-store decline of 0.4% in front-end
sales.

Income before the cumulative effect of the change to a specific
item cost based LIFO method of inventory accounting and
extraordinary charges related to the retirement of debt was
$23.3 million, compared with income before extraordinary charges
of $16.2 million in the prior year.  Year-to-date net income,
including the cumulative effect of the change of accounting and
extraordinary charges, amounted to $6.1 million, compared to net
income of $14.7 million in the previous year.  The current
year's nine-month earnings include the benefit of $9.4 million
in pre-tax income related to the partial payment of the
Company's September 11 business interruption insurance claim,
partially offset by approximately $5.0 million of promotional
spending during the second quarter.

Gross profit for the 39-week period was $210.7 million, or 22.3%
of sales, compared to $201.7 million, or 23.9% of sales in the
same period last year. The gross profit percentage decline was
primarily attributable to higher promotional activity coupled
with reduced levels of sales-related vendor rebates and
allowances experienced during the first half of the current year
as well as higher inventory shrink related losses.

Selling, general and administrative expenses for the 39-week
period were 15.4% of sales compared to 15.5% of sales in the
previous year, reflecting lower payroll and related costs as a
percentage of sales.

Cash flow from operating activities for the 39-week period
amounted to $19.7 million compared to $4.2 million used by
operations in the previous year, reflecting improved utilization
of working capital.

During the first nine months of fiscal 2002, the Company opened
a total of 24 stores and closed three locations.  This compares
with the prior year period during which 24 stores were opened,
one store was closed, and two stores were lost in the September
11 disaster.  Year-to date pre-opening expenses amounted to $1.6
million, compared to $1.4 million in the same period last year.

                         Company Outlook

Based on the current level of visibility, for the fourth quarter
the Company anticipates sales in the range of $337 to $342
million, with same-store sales growth between 5% and 7%.  It
expects to achieve pharmacy same-store sales growth between 9%
and 11%, reflecting increasing generic substitution rates this
year and higher than normal sales of ciprofloxacin and anti-
depressants last year.  Front-end same-store sales growth is
estimated to range between 2% and 4%.  Earnings per diluted
share for the quarter is expected to range between $0.48 and
$0.51.  With respect to the full year, based on the actual third
quarter results and present trends, total revenues are estimated
to be approximately $1.28 billion, or 12.0% over 2001.  Earnings
per diluted share before extraordinary items are expected to
range between $1.43 and $1.46, an increase of approximately 18%
to 22% over last year.

Mr. Cuti concluded, "Our outlook regarding the economy and the
pace of consumer spending remains cautious, and this is
reflected in our expectations for the remainder of the year.
Despite the current external challenges, we remain focused on
generating further efficiencies, controlling expenses, and
managing our new store opening program to achieve our long term
profitability targets.  Our leading position in New York City as
the primary supplier of pharmacy, healthcare and convenience
products remains intact, and we believe we are well positioned
for steadily improving performance once the economic and market
conditions rebound."

Founded in 1960, Duane Reade is the largest drug store chain in
the metropolitan New York City area, offering a wide variety of
prescription and over-the-counter drugs, health and beauty care
items, cosmetics, hosiery, greeting cards, photo supplies and
photo finishing.  As of September 28, 2002, the Company operated
221 stores.  Duane Reade maintains a Web site at
http://www.duanereade.com


DYNEGY INC: Posts $1.8 Billion Net Loss for Third Quarter 2002
--------------------------------------------------------------
Dynegy Inc., (NYSE:DYN) reported a net loss of $1.8 billion in
the third quarter 2002.

Dynegy's quarterly results included after-tax charges of $1.75
billion, which consisted of the following:

      --  $908 million associated with the impairment of goodwill
          in the Wholesale Energy Network segment;

      --  $566 million for the loss on the sale of Northern
          Natural Gas Company;

      --  $145 million for reserves in the risk management
          portfolio due to reduced liquidity in power markets;

      --  $90 million for the impairment of certain investments
          in unconsolidated generation projects;

      --  $19 million for the write-down of Dynegydirect;

      --  $16 million for the Enron lawsuit settlement; and

      --  $8 million for the impairment of certain technology
          investments.

"This was a difficult quarter for Dynegy, as it was for other
companies in our sector, but one that was expected as Dynegy
executed its capital and liquidity plan, experienced
unprecedented industry and market conditions and began its
organizational restructuring initiatives," said Bruce
Williamson, the company's newly named president and chief
executive officer. "Dynegy's results can be attributed to a
number of primarily non-cash charges and the loss on the sale of
Northern Natural Gas. These charges did not and will not affect
the company's liquidity position, which remains at a level that
is sufficient to operate our businesses and meet our customer
commitments," he said.

"The energy merchant sector continues to experience a downturn
characterized by lower liquidity levels, reduced power prices
and credit concerns," said Williamson. "Dynegy's strategy to
manage these challenges is to restructure the company around our
generation, natural gas liquids and regulated energy delivery
businesses and to exit aspects of the marketing and trading
business unrelated to our physical assets. By executing the
elements of this restructuring plan, the company will
significantly reduce collateral requirements and expenses and,
in the process, rebuild itself."

                     Wholesale Energy Network

The Wholesale Energy Network segment consists of power
generation, storage and customer and risk management activities.
Customer and risk management activities are centered on the
physical delivery of and risk management activities around
wholesale natural gas, power and coal.

As previously announced, the company will exit certain aspects
of the marketing and trading business in the United States,
Europe and Canada. The generation business will continue to
manage commodity price risk associated with fuel procurement and
to market and trade around its owned and controlled assets.

As a result of the company's plans to sell its natural gas
storage and gas processing facilities in the United Kingdom,
earnings associated with these assets are now reported as
discontinued operations.

Reported net loss for this segment was $1.26 billion in the
third quarter 2002, which included after-tax charges of $1.18
billion. During the period, this segment recognized a $908
million charge associated with the write-down of goodwill
resulting from the reduction in near-term power prices, an
increase in the rate of return required for investors to enter
the merchant energy sector and the company's decision to exit
the marketing and trading business. Other after-tax charges
recognized during the period included: $145 million for reserves
in the risk management portfolio due to reduced market liquidity
primarily in the U.S. power markets; $90 million for the
impairment of certain investments in unconsolidated generation
projects; $19 million for the write-down of Dynegydirect; $11
million for the corporate allocation of the Enron lawsuit
settlement; and $7 million for the impairment of certain
technology investments.

The Asset Businesses' (owned generation) reported operating
income, after the impact of general and administrative expenses
and depreciation and amortization, was $44 million in the third
quarter 2002, compared to operating income of $187 million in
the third quarter 2001. These results reflect a decrease in
generation earnings due to lower power prices.

Customer and Risk Management activities (controlled assets,
marketing and trading) reported an operating loss, following the
deduction of general and administrative expenses and
depreciation and amortization, of $346 million in the third
quarter 2002, compared to $125 million of operating income in
the third quarter 2001. Results were impacted by an increase in
risk management reserves of $223 million due to reduced
liquidity in power markets. Results also reflect a decrease in
wholesale origination activities and energy trading related to
the company's credit ratings and industry conditions.

Other factors affecting earnings in the Wholesale Energy Network
segment included a decrease in equity earnings from
unconsolidated investments due to lower prices and an overall
decline in demand, primarily in Dynegy's West Coast Power joint
venture, and an increase in interest expense due to higher debt
outstanding.

Revisions were made recently to generally accepted accounting
principles requiring all energy trading revenues to be reported
on a net basis beginning third quarter 2002 and for all
comparative periods. As a result, revenues for the third quarter
2002 and third quarter year-to-date are 82 and 83 percent less,
respectively, than what would have been reported on a gross
basis prior to this change in accounting principle.

                     Dynegy Midstream Services

Dynegy Midstream Services consists of Dynegy's North American
natural gas liquids processing, liquids fractionation,
distribution and marketing. This segment will continue to manage
commodity price risk associated with its operations and market
and trade around its network of physical assets to deliver
products and services to its customers.

Reported net income from this segment was $4 million in the
third quarter 2002, including after-tax charges of $4 million,
compared to reported net income of $12 million in the third
quarter 2001. Results were impacted by lower realized natural
gas liquids prices and market liquidity, moderately offset by an
increase in straddle plant processing volumes.

                   Transmission and Distribution

Dynegy's transmission and distribution segment includes Illinois
Power, a regulated electric and gas energy delivery company. In
August 2002, Dynegy sold its interest in NNG, which resulted in
an after-tax loss of $566 million recorded in this segment.
Earnings from NNG are included in discontinued operations.

Reported net income from continuing operations for this segment
totaled $36 million in the third quarter 2002, compared to $26
million in the third quarter 2001. Illinois Power's performance
benefited from seasonal weather, resulting in greater
residential and commercial electricity usage. The increase in
usage more than offset the five percent May 2002 rate reduction
for Illinois residential electric consumers, as provided by the
1997 Electric Customer Choice Law.

                   Dynegy Global Communications

The company's communications segment, Dynegy Global
Communications, has a high capacity broadband network that
reaches more than 75 major cities in the United States.

Reported net loss for this segment was $30 million in the third
quarter 2002, compared to a net loss of $15 million in the prior
year quarter. The increase in costs was due to the recognition
of a charge associated with the accrual of a lease obligation.
The loss is being amortized evenly over the remaining lease
term, which resulted in an after-tax charge of approximately $14
million for the quarter.

During the year, the communications segment has taken measures
to reduce losses by limiting capital spending and reducing
operating and administrative costs through the renegotiation of
long-term contractual commitments. Dynegy continues to pursue
partnership and sale opportunities for this business.

                  Other factors affecting earnings

Other factors affecting earnings for the third quarter 2002
earnings, as compared to third quarter 2001, included an
increase in depreciation expense, a decrease in general and
administrative costs, an increase in interest costs and a
decrease in the effective tax rate. Depreciation expense
increased due to the addition of generation assets and the
accrual of the lease obligation in the communications business.
These increases were partially offset by the absence of goodwill
amortization.

General and administrative expenses decreased in the third
quarter 2002 due to lower variable costs partially offset by
higher legal and audit fees. Interest costs increased due to a
higher average outstanding balance and an increase in fees
associated with recent financings, which were partially offset
by lower interest rates.

The company experienced a lower effective tax rate of 11 percent
in the third quarter 2002, compared to 28 percent in the prior
period due in part to the minimal tax benefit recognized for the
capital loss on the sale of NNG. In addition, there was no tax
benefit recognized on the $908 million write-down of goodwill
and the $90 million impairment of unconsolidated generation
investments.

                 Liquidity and capital resources

The company made significant progress on its previously
announced capital and liquidity plan during the period,
including the sale of NNG for $928 million (before working
capital adjustments) and the sale of the Hornsea storage
facilities in the United Kingdom for $189 million (net
proceeds). Additional milestones included the announced sale of
Illinois Power transmission assets for $239 million, which is
expected to close in second quarter 2003, subject to regulatory
approvals, and the sale of NNG bonds for $96 million.

As of September 30, 2002, the company had approximately $1
billion of cash-on-hand, including $189 million in net proceeds
from the Hornsea sale. The company also had $286 million of
availability under its bank facilities and approximately $300
million of highly liquid inventory. The proceeds from the
Hornsea sale were subsequently used to pay down part of the
bridge financing in October. Total posted collateral, including
cash and letters of credit as of September 30, 2002, was
approximately $1.3 billion.

           Earnings guidance and cash flow from operations

Due to industry conditions and pending asset sales, previous
earnings and cash flow guidance no longer applies. The company
is currently assessing potential fourth quarter charges, which
may include, but are not limited to, charges associated with the
recently announced reduction in workforce and organizational
restructuring, the cumulative effect related to the recently
announced change in accounting principle impacting the energy
trading business, and charges associated with exiting certain
aspects of the marketing and trading business.

Reported net cash flow from operations for the nine months ended
2002 totaled approximately $300 million after working capital
use of approximately $400 million. The use of working capital
was impacted by an increase in cash collateral and pre-payments
of approximately $270 million posted during the period. Previous
operating cash flow guidance of $600 to $700 million assumed
posting letters of credit for all collateral needs and did not
factor cash collateral, which is reported as a use of working
capital.

           Dynegy-ChevronTexaco Commercial Agreements

The company is in discussions with ChevronTexaco Corp., to
negotiate an early termination of the contracts under which
Dynegy Marketing and Trade purchases substantially all of
ChevronTexaco's lower-48 U.S. natural gas and supplies the
natural gas requirements of ChevronTexaco refineries and other
corporate facilities. These discussions do not involve the
natural gas processing and liquids agreements between Dynegy
Midstream Services and ChevronTexaco.

Dynegy will continue to meet all its contractual obligations to
ChevronTexaco unless and until other arrangements have been
agreed upon and made. A key part of the discussions is to ensure
that any agreement reached would have no adverse effect on
customers.

Dynegy Inc., owns operating divisions engaged in power
generation, natural gas liquids, regulated energy delivery and
communications. Through these business units, the company serves
customers by delivering value-added solutions to meet their
energy and communications needs. The company's Web site is
http://www.dynegy.com

                            *    *    *

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

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

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

DebtTraders says that Dynegy Holdings Inc.'s 8.75% bonds due
2012 (DYN12USR1) are trading at 25 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=DYN12USR1for
real-time bond pricing.


EFA SOFTWARE: Wants to Begin Restructuring Under BIA in Canada
--------------------------------------------------------------
Basis100 Inc. (TSX:BAS), a technology solution provider for the
financial services industry, intends to restructure its wholly
owned subsidiaries, EFA International Inc., and EFA Software
Services Ltd., which form part of Basis100's Capital Markets
Solutions group. The EFA Group has registered a notice of intent
to file a formal proposal under the Bankruptcy and Insolvency
Act of Canada. The EFA Group is exploring opportunities to sell
assets to interested parties including interests in two offshore
subsidiaries, ADR Management Ltd., and EFA (Cyprus) Ltd.

Basis100 acquired the EFA Group in January 2002. Since the end
of Q2 2002, the operating performance of these companies has
been below expectations. Internally generated operating revenues
and cash flows are currently below the minimum level necessary
to allow the EFA Group to support its operations.

"Basis100 will not continue to fund this subsidiary as, even in
its current downsized state, it remains unable to generate
sufficient cash to cover its costs and achieve a cash flow
neutral position," said Gary Bartholomew, chairman and CEO of
Basis100. "The Basis100 business model calls for predictable
transactional revenue, like the Lending and Data Warehousing
lines of business. The less predictable nature of revenue for
EFA, combined with changes in worldwide market conditions,
resulted in the decision to sell the assets of the EFA Group."

Basis100's core businesses of Lending Solutions and Data
Warehousing and Analytics solutions remain healthy and expect to
deliver revenues in line with guidance. Basis100 will focus its
resources on expanding its presence in the Canadian and U.S.
mortgage markets, delivering customer solutions on a
transactional revenue basis. In addition, the BasisXchange(TM)
technology, currently in use by CanDeal, is not affected by this
event, as it is a core Basis100 technology.

As a result of the anticipated material impact that the changes
in the status of the EFA Group will have on the consolidated
accounts of Basis100, the Company is delaying the early release
of its Q3 consolidated financial statements. The Q3 conference
call, initially scheduled for October 31st, has been cancelled
and will be rescheduled.

Basis100 Inc., is a global technology solutions provider, which
enables businesses to build, distribute, buy and sell products
and services in more efficient and innovative ways. Basis100's
lines of business include: Lending Solutions for consumer
credit, mortgage origination and processing; Data Warehousing
and Analytics Solutions for automated property valuations,
property data-warehousing, data products and analytics support;
and Capital Markets Solutions for fixed income trading.


ELAN CORP: Third Quarter 2002 Net Loss Reaches $1-Billion Mark
--------------------------------------------------------------
Elan Corporation, plc (NYSE: ELN) announced a net loss of
$1,003.8 million, after other charges, for the third quarter of
2002 compared to net income of $128.6 million, after other
charges, for the third quarter of 2001.

Losses, before other charges of $943.1 million, amounted to
$60.7 million in the third quarter of 2002. Total other charges,
which include non-cash charges of approximately $773 million,
arose primarily from investment related charges, an intangible
asset write-down and other costs associated with the
implementation of the recovery plan.

"I am pleased to report that the recovery plan is proceeding as
outlined on July 31, 2002," stated Dr Garo Armen, Elan's
Chairman. "I am confident that we will reach our divestiture
targets with greater realizations of cash and ahead of schedule.
In addition, we remain focused on our very important research
and development efforts, which are progressing according to
plan."

Product revenue for the third quarter of 2002 was $219.9 million
representing a decrease of 42% when compared to the third
quarter of 2001. While prescriptions for Elan's principal
products (including Skelaxin(TM), Sonata(TM) and Zonegran(TM))
continued to grow, the reduction in product revenues compared to
the second quarter of 2002 was principally due to the
genericization of Zanaflex(TM), the reduction in product
rationalisation revenue and the termination of the arrangements
with Autoimmune Research and Development Corp Ltd.  The
remaining reduction is attributable to a change in Elan's
discounting strategy, short-term product supply problems due to
third party manufacturing constraints and the asset divestiture
program.

In the third quarter of 2002, prescriptions for Skelaxin, Sonata
and Zonegran increased by 13%, 1% and 87%, respectively, over
the third quarter of 2001. Regarding Elan's hospital products,
demand for Maxipime(TM) is strong and continues to grow, with
audited sales volumes in the two months ended August 2002, 42%
higher than the same period in 2001 and 47% higher in the eight
months ended August 2002 compared with the same period in 2001.
Audited sales volumes for Azactam(TM) in the two months ended
August 2002 were 3% higher than the same period in 2001 and
similar in the eight months ended August 2002 compared with the
same period in 2001. Myobloc(TM)/Neurobloc(TM) global product
sales were $3.8 million in the third quarter of 2002 compared to
$3.1 million in the third quarter of 2001.

Although prescriptions increased by 87%, Zonegran revenues were
$9.6 million, 41% lower than the third quarter of 2001 due to
the change in Elan's discounting strategy and the resulting
reduction in wholesaler inventories. Revenues for the nine
months ended September 30, 2002 from Zonegran were 30% higher
than in the same period in 2001. Frova(TM), which was launched
in the second quarter of 2002 by the combined Elan and UCB sales
forces, generated revenues of $0.9 million in the third quarter
of 2002 following revenues of $6.2 million in the second quarter
of 2002, which reflected stocking of the wholesale channel ahead
of launch.

Product revenue for the third quarter of 2002 was $219.9 million
representing a decrease of 42% when compared to the third
quarter of 2001. While prescriptions for Elan's principal
products (including Skelaxin(TM), Sonata(TM) and Zonegran(TM))
continued to grow, the reduction in product revenues compared to
the second quarter of 2002 was principally due to the
genericization of Zanaflex(TM), the reduction in product
rationalisation revenue and the termination of the arrangements
with Autoimmune Research and Development Corp Ltd.  The
remaining reduction is attributable to a change in Elan's
discounting strategy, short-term product supply problems due to
third party manufacturing constraints and the asset divestiture
program.

In the third quarter of 2002, prescriptions for Skelaxin, Sonata
and Zonegran increased by 13%, 1% and 87%, respectively, over
the third quarter of 2001. Regarding Elan's hospital products,
demand for Maxipime(TM) is strong and continues to grow, with
audited sales volumes in the two months ended August 2002, 42%
higher than the same period in 2001 and 47% higher in the eight
months ended August 2002 compared with the same period in 2001.
Audited sales volumes for Azactam(TM) in the two months ended
August 2002 were 3% higher than the same period in 2001 and
similar in the eight months ended August 2002 compared with the
same period in 2001. Myobloc(TM)/Neurobloc(TM) global product
sales were $3.8 million in the third quarter of 2002 compared to
$3.1 million in the third quarter of 2001.

Although prescriptions increased by 87%, Zonegran revenues were
$9.6 million, 41% lower than the third quarter of 2001 due to
the change in Elan's discounting strategy and the resulting
reduction in wholesaler inventories. Revenues for the nine
months ended September 30, 2002 from Zonegran were 30% higher
than in the same period in 2001. Frova(TM), which was launched
in the second quarter of 2002 by the combined Elan and UCB sales
forces, generated revenues of $0.9 million in the third quarter
of 2002 following revenues of $6.2 million in the second quarter
of 2002, which reflected stocking of the wholesale channel ahead
of launch.

Elan also made further provisions of $92.0 million and $74.3
million to cover the potential shortfall in the investment
portfolios of EPIL II and EPIL III, respectively. Elan had
previously made provisions of $139.4 million and $179.6 million
to cover potential shortfalls in the value of the investment
portfolios of EPIL II and EPIL III, respectively, in the second
quarter of 2002. These charges have been arrived at based on the
estimated value of the investment portfolios at September 30,
2002, on the basis that the investments will be held for the
medium term and accordingly do not reflect any liquidity
discount. The estimated value has been arrived at using
established financial methodologies.

On September 30, 2002, Elan made a $141.6 million cash payment
to satisfy its previously disclosed commitment under a guarantee
in connection with the sale of certain financial assets by EPIL
III. As a result of the payment under the guarantee, Elan
recorded a cash charge of $141.6 in the third quarter of 2002.

Included as an appendix on page 20 is an analysis of the impact
on the nine months ended September 30, 2002, results, assets and
liabilities of consolidating the QSPEs. If the QSPEs were
consolidated, "net interest and other loss" would be increased
by $41.5 million in the nine months ended September 30, 2002.
Other charges would be reduced by $164.0 million.

On September 30, 2002, Elan announced expected investment
charges for the third quarter of 2002 of $141.6 million related
to the guarantee in connection with the sale of assets by EPIL
III in June 2002, and a charge of up to $400.0 million related
to Elan's investment portfolio and the EPIL II and EPIL III
guarantees. The actual charge increased from the original
estimate following a more detailed analysis of the investment
portfolio held by Elan during the third quarter.

(b) Recovery plan related charges

In July 2002, Elan acquired royalty rights held by Autoimmune
for a total consideration of $121.0 million. The consideration
paid for the royalties has been allocated to these rights based
on their estimated fair values. Of the total consideration,
$72.5 million has been allocated to Antegren. This component of
the consideration constitutes acquired IPR&D and was expensed in
the third quarter of 2002.

In accordance with SFAS No.142, Elan performed its annual
impairment review of goodwill on September 30, 2002. As a result
of this review Elan recorded an impairment charge of $54.7
million in the third quarter of 2002. All of this charge arose
on reporting units that are expected to be sold.

The write-down of other tangible and intangible assets of $24.3
million reflects the impact of the implementation of the
recovery plan, including the decision to close Elan's facility
at Trinity College, Dublin, Ireland.

As the recovery plan continues to be implemented, Elan expects
to record gains and may incur further charges related to product
and asset disposals. Elan expects these gains to exceed such
charges. The company expects to generate a profit of
approximately $42 million arising from the disposal of rights to
Actiq and a further profit of approximately $92 million subject
to the completion of the sale of certain rights to Abelcet and
related assets. Elan also expects to incur other charges
including severance, retention and similar restructuring costs.
The cash element of any such charges is not expected to exceed
$150 million over the 15-month period to December 31, 2003. Elan
may also incur additional impairment charges related to
investments and intangible assets.

(c) Intangible assets

During the third quarter of 2002, Elan recorded an impairment
charge of $107.7 million for the intangible asset relating to
the pain product portfolio acquired from Roxane Laboratories,
Inc., a division of Boehringer Ingelheim, Inc. This is a
portfolio of four pain products acquired in September 2001 for
$200 million, of which $120 million remained payable at
September 30, 2002. The impairment charge arises from continuing
supply difficulties since acquisition leading to diminished
selling support from Elan as well as changed commercial
expectations related to generic competition.

                          Liquidity

At September 30, 2002, Elan had $632.9 million in cash and cash
equivalents, compared with $1,373.7 million in cash and cash
equivalents at June 30, 2002. Cash balances would exceed $1.0
billion on a pro-forma basis if proceeds from the disposal of
Abelcet and Actiq were included.

In the third quarter of 2002, Elan repaid the revolving credit
facility of $325.0 million and terminated the facility, repaid
the $62.6 million 3.5% convertible notes at maturity and
acquired the royalty rights held by Autoimmune for a total
consideration of $121.0 million which, after taking account of
the redemption of Elan's investment of $38.5 million in
Autoimmune, resulted in a net cash cost of $82.5 million. Elan
made cash payment of $141.6 million to satisfy a guarantee
related to a sale of investments by EPIL III in June 2002. In
addition, Elan made fixed and contingent product payments
totalling $82.8 million in respect of Sonata, Myambutol(TM),
Maxipime, Azactam and the dermatology products. Capital
expenditure resulted in a cash outlay of $46.7 million.

Based on the recovery plan, Elan believes it has sufficient
cash, liquid resources, investments and other assets that are
capable of being monetised to meet its liquidity requirements.
The focus of the recovery plan is on maintaining financial
flexibility through cash generation. Elan's cash position will
in future periods be dependent on a number of factors, including
its asset divestiture program, its balance sheet restructuring,
its debt service requirements and its future operating cash
flow. In addition to the actions and objectives outlined with
respect to Elan's recovery plan, Elan may in the future seek to
raise additional capital, restructure or refinance its
outstanding indebtedness, repurchase its equity securities or
its outstanding debt, including its Liquid Yield Option Notes,
in the open market or pursuant to privately negotiated
transactions, or take a combination of such steps or other steps
to increase or manage its liquidity and capital resources.

Elan expects committed cash outlays such as capital
expenditures, restructuring costs, product payments and other
commitments, excluding operating cashflows, to be approximately
$650 million through the 15-month period to the end of December,
2003.

                            *    *    *

As reported in Troubled Company Reporter's August 2, 2002
edition, Standard & Poor's lowered its corporate credit rating
on Elan Corp., PLC to single-'B'-minus from double-'B'-minus,
and all of its other ratings on the specialty pharmaceutical
company and its affiliates. The ratings are removed from
CreditWatch, where they were placed on July 2, 2002, with
negative implications. The actions are due to Standard & Poor's
increased concern over Elan's ability to meet obligations as
they come due.

The low speculative-grade rating on Dublin, Ireland-based Elan
reflects the company's declining pharmaceutical sales prospects,
significant upcoming debt maturities and other funding needs,
and the uncertain value of its investment portfolio, mitigated
somewhat by its still substantial cash position. The outlook is
negative.


ENRON CORP: Batson Wins Court's Nod to Hire Benston & Hartgraves
----------------------------------------------------------------
Enron Corporation Examiner Neal Batson seeks the Court's
authority to retain Professors George J. Benston and Al L.
Hartgraves as financial and accounting experts to assist him in
his examination of the Debtors.

During the course of his examination, Mr. Batson determined that
specialized expertise in finance, accounting and economics is
needed and that Professors Benston and Hartgraves are well
qualified to assist him in exploring many of the transactions in
question.  The Professors are meant to supplement and not
replace, Mr. Batson's retention of other professionals.

Dennis J. Connolly, Esq., at Alston & Bird LLP, in Atlanta,
Georgia, informs Judge Gonzalez that Professor Benston is a John
H. Hartland Professor of Finance, Accounting and Economics in
the Goizueta School of Business and Professor of Economics in
the College at Emory University.  Professor Benston has been a
financial and accounting consultant to various companies and has
published books, articles review and comments on banking and
finance, accounting, urban studies, economics, among others.

On the other hand, Professor Hartgraves is a faculty member of
Emory University's Guizueta School of Business and has authored
more than 50 publications on financial and management
accounting. Professor Hartgraves is also a member and has held
several elected or appointed positions, in professional,
academic and practitioner organizations including the American
Accounting Association, American Institute of CPAs and the
Institute for Management Accountants.

The Professors will bill the Debtors for the services rendered
at $650 per hour.  The Professors will seek reimbursement of
their out-of-pocket expenses, including, but not limited to long
distance calls, report reproduction and travel costs.

To the best of his knowledge, Mr. Batson believes that the
Professors do not hold any disqualifying interest adverse to the
Debtors' estates in which they are to be engaged in.  However,
the Professors inform the Court that they have in the past had
certain connections with creditors, equity security holders or
parties-in-interest, or other professionals.  In addition, the
Professionals advised Judge Gonzalez that through their
professional affiliations, they will continue to have contact
with professionals that may be involved in these cases, although
the contact will not include consulting, employment or financial
remuneration of any kind.

To protect the Debtors, the Professors assure the Court that
they will not address confidential matters or violate in any way
the non-disclosed mandates in the Examiner Order in the future
articles they may write and publish.  Furthermore, the
Professors agreed to take steps to assure the protection of
confidential information, to permit the Examiner's work to
proceed in an unimpeded fashion, and to otherwise comply with
applicable law.

                          *     *     *

Upon consideration of the Application, Judge Gonzalez finds that
the Professors' retention does not create bias against the
Debtors' estate but is in fact necessary and in the best
interest of the Enron Corp. Examiner, the Debtors and their
estates. Thus, the Court approves the retention of Professors
Benston and Hartgraves as the Examiner's financial and
accounting experts nunc pro tunc to July 23, 2002. (Enron
Bankruptcy News, Issue No. 46; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

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


EOTT ENERGY: Obtains Court Injunction Against Utility Companies
---------------------------------------------------------------
EOTT Energy Partners, L.P., and its debtor-affiliates sought and
obtained a Court order extending the period during which the
Utility Companies may not alter, refuse or discontinue services
to the Debtors until:

     (a) the date on which this Court enters an order approving
         the pending Adequate Assurance Motion; or

     (b) if the Court denies the relief requested in the Adequate
         Assurance Motion, the date which is 30 days after the
         entry date of any order denying the relief requested in
         the Adequate Assurance Motion.

According to Robert D. Albergotti, Esq., at Haynes and Boone
LLP, in Dallas, Texas, the Debtors receive certain utility
services from various Utility Companies, including, electricity,
natural gas, water, sewer, telephone service and cellular
telephone service.

Contemporaneous with the filing of this Motion is the Motion for
Adequate Assurance of Payment for the Utility Companies.
However, Mr. Albergotti notes, that the Adequate Assurance
Motion is pending and has not been decided by the Court.

According to Mr. Albergotti, Section 366 of the Bankruptcy Code
governs the rights an obligations of utility companies as
providers of services to bankruptcy debtors, which provides:

  "(a) Except as provided in subsection (b) of this section, a
       utility may not alter, refuse or discontinue service to,
       or discriminate against, the trustee or the debtor solely
       on the basis of the commencement of a case under this
       title or that a debt owed by the debtor to the utility
       for service rendered before the order for relief was not
       paid when due.

   (b) Such utility may alter, refuse, or discontinue service if
       neither the trustee nor the debtor, within 20 days after
       the date of the order for relief, furnishes adequate
       assurance of payment, in the form of a deposit or other
       security, for service after such date.  On request of a
       party-in-interest and after notice and a hearing, the
       court may order reasonable modification of the amount of
       the deposit or other security necessary to provide
       adequate assurance of payment."

Mr. Albergotti explains that the Debtors want to prevent a
termination of their utility service prior to a decision by the
Court on the Adequate Assurance Motion.  Given the competing
demands on the time and attention of the Debtors' employees
during the initial postpetition period, 20 days is too short to
negotiate the form of adequate assurance of payment, if any, to
be furnished to all of the Utility Companies.

Thus, Mr. Albergotti explains, the extension of the 20-day
period will give the Debtors adequate chance to negotiate with
the Utility Companies and will ensure that the Debtors are not
required to pledge cash assets for the benefit of the Utility
Companies that would be better used in other aspects of its
reorganization. (EOTT Energy Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


EXOTICS.COM: Must Raise Positive Cash Flows to Ensure Viability
---------------------------------------------------------------
Exotics.com, Inc., formerly known as Hard Rock Mines, Inc. was
organized under the laws of the State of Nevada on June 14, 1982
and its subsidiary, Exotics.com, Inc., was organized under the
laws of the State of Delaware on May 25, 1999 (owned 90.29% by
the Company).

On February 13, 2001, the shareholders of Hardrock acquired 100%
of Exotics Acquisition Corp., an inactive company, organized
under the laws of the State of Nevada on February 13, 2001,
pursuant to a share exchange agreement.  This acquisition was
effected through the exchange of 7,567,410 shares, or 95.15%, of
Hardrock's issued and outstanding common stock held by certain
shareholders for 100% of the issued and outstanding shares of
Exotics Acquisition.  Through this transaction, there was a
change in control of Hardrock.

On July 10, 2001, Hardrock finalized the Share Exchange
Agreement with Exotics Delaware whereby  Hardrock acquired
10,392,462 shares, or approximately 90.15%, of Exotics
Delaware's outstanding common stock for the issuance of
1,385,662 (6,928,308 pre reverse stock split) shares of
Hardrock's common stock. This Share Purchase Agreement was
entered into in March 2001, but was not finalized until the
closing on July 10, 2001.

159,420 shares of Exotics Delaware stock were never issued by
Exotics Delaware.  These shares will be issued and subsequently
exchanged for 21,256, or 106,280, pre-reverse stock split shares
of the   Company's common stock.

As a result of this transaction, the former shareholders of
Exotics Delaware acquired or exercised  control over a majority
of the shares of Hardrock.  Accordingly, the transaction was
treated for accounting purposes as a recapitalization of Exotics
Delaware and accounted for as a reverse acquisition; therefore,
the Company's current consolidated financial statements
represent a continuation of Exotics Delaware from inception.

The Company has one operating business segment, an adult
entertainment and exotic-related service  delivered over the
Internet.  The Company is developing a Web site which shall
provide luxury goods and services over the Internet specifically
tailored to affluent men and women.  Its selective categories
will include luxury automobiles, estates, yachts, exotic travel,
five-star restaurants, premier golf  courses and fine gifts,
wines and accessories.

At March 31, 2002, the Company had a working capital deficit of
$1,529,000 and has incurred substantial losses since inception.
The Company is also the subject of a formal review by the
Securities and  Exchange Commission and, subsequent to March 31,
2002, the Company's stock has been removed from  Nasdaq's Over-
The-Counter Bulletin Board exchange and is currently being
traded on the Pink Sheets.

Continued operation of the Company is dependent upon the
Company's ability to continue to raise capital and generate
positive cash flows from operations. If the Company is unable to
reclaim certain URL's improperly registered in the name of a
former officer and director of the Company or obtain significant
additional financing, the Company will be forced to scale back
operations, which could have an adverse effect on the Company's
financial condition and results of operations.  These factors
raise substantial doubt about the Company's ability to continue
as a going concern.

The Registration Statement for a convertible debenture had not
been declared effective by the SEC by the deadline which was
June 22, 2002. On September 10, 2002, the debenture holder
exercised its right to accelerate the debenture and demand
repayment of 140% of the principal amount of the debenture  plus
unpaid interest in cash.  In addition, the Company is obligated
to immediately issue the debenture holder 30,000 shares of
common stock and pay $10,000 for each 30 day period, or portion
thereof,  during which the principal amount plus unpaid interest
remains unpaid. The monthly payment amount  increases to $15,000
for each 30-day period, or portion thereof, after the first 90-
day period.  As of the date of the recent Company filing of its
consolidated financial statements, the Company has not made any
repayments.

For the three months ended March 31, 2002 the Company's revenue
was $103,272, as compared to $188,858 for the same three month
period of 2001.  Gross profit was $29,834 and $174,388
respectively.  Total operating expenses for the 2002 three
months was $48,896, while in the same three months of 2001
operating expenses were $490,282.  The Company's net loss for
the three months ended March 31, 2002 was $19,059, as compared
to a net loss of $315,894 for the comparable period of 2001.


FRIENDLY ICE CREAM: Balance Sheet Insolvency Narrows to $89 Mil.
----------------------------------------------------------------
Friendly Ice Cream Corporation (AMEX: FRN) reported net income
for the three-months-ended September 29, 2002 of $3.5 million,
an increase of 113% when compared to the $1.6 million reported
for the three-months-ended September 30, 2001.

Comparable restaurant sales increased 7.0% for the third quarter
2002. Total revenues for the three-months-ended September 29,
2002 were $161.1 million compared to $151.4 million for the
three-months-ended September 30, 2001. Exclusive of non-
recurring gains, losses and write-downs, 2002 third quarter
income before income taxes improved by $2.1 million, or 67%, to
$5.1 million from $3.1 million in the 2001 third quarter.

Net income for the nine-months-ended September 29, 2002 was $6.9
million, an increase of 84% when compared to net income of $3.7
million for the nine-months-ended September 30, 2001. Exclusive
of non-recurring gains, losses and write-downs, year-to-date
2002 income before taxes improved by $10.1 million to $10.4
million from the $0.3 million reported for year-to-date 2001.

Comparable restaurant sales increased 7.3% for the nine-months-
ended September 29, 2002. Total revenues for the nine-months-
ended September 29, 2002 were $448.6 million compared to $428.9
million for the nine-months-ended September 30, 2001.

At September 29, 2002, Friendly Ice Cream's balance sheets show
a total shareholders equity deficit of about $89 million, down
from $96 million recorded at December 30, 2001.

"Strategic and marketing efforts are driving comparable sales
and operating results," Donald N. Smith, Chairman and CEO of
Friendly Ice Cream stated. "Our top priority continues to be
guest satisfaction supported by training initiatives and
management incentive programs. The marketing campaign, ``You &
Me & Friendly's', launched in 2001, continues to build on the
strength of the brand, maximizes our 67-year ice cream heritage
and reminds our guests of all the good memories they associate
with Friendly's."

                Strategic Execution Delivers Results

In the 2002 third quarter, pre-tax income in the restaurant
segment was $10.9 million, or 8.8% of restaurant revenues,
compared to $10.8 million, or 9.1% of restaurant revenues, in
the third quarter 2001. The increase in pre-tax income was the
result of a 7.0% improvement in comparable sales, improved
management controls and reduced overhead. Partially offsetting
these increases were higher costs for restaurant rent associated
with the December 2001 sales/leaseback transaction, the cost of
initiatives aimed at improving customer service and increased
fringe benefit costs.

Pre-tax income for the Company's foodservice segment in the 2002
third quarter improved by $2.2 million to $4.0 million, or 5.7%
of foodservice revenues, compared to $1.8 million, or 2.8% of
foodservice revenues, in the prior year quarter. The increase
was mainly due to higher sales to franchisees and retail
supermarket customers, reduced overhead and favorable commodity
prices.

Pre-tax income in the franchise segment increased $0.3 million,
or 22%, in the 2002 third quarter to $1.7 million from $1.4
million in the prior year. The improvement is primarily due to
increases in royalty revenue from strong comparable franchised
restaurant sales.

Corporate expenses in the third quarter of 2002 grew by $0.6
million, or 5%, as compared to the third quarter of 2001 mainly
due to higher bonus expense and a reduction in the benefit
realized from the Company's over-funded pension plan when
compared to the prior year. Theses increases were partially
offset by lower interest expense resulting from reduced debt
levels and by overall reductions in staffing and related
overhead expenses.

As a result of the Sarbanes-Oxley Act of 2002, Friendly Ice
Cream Corporation undertook an extensive review of its
accounting policies and determined that its policy for recording
restaurant advertising expense, included in operating expenses,
although proper for annual reporting, needed to be revised for
the Company's quarterly reporting. Accordingly, the Company has
amended its quarterly SEC filings for 2001 and for the first two
quarters of 2002 along with the 2001 10-K. The annual financial
results reported for fiscal 2001 did not change. The only change
in the 2001 10-K occurred to "Footnote 21 - Quarterly Financial
Data (Unaudited)". The Company believes that this change in its
methodology moves it to a more conservative position in regard
to recording restaurant advertising expense.

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


GARTNER INC: Sept. 30 Balance Sheet Upside-Down by $5 Million
-------------------------------------------------------------
Gartner, Inc. (NYSE: IT and ITB), the world's leading technology
research and advisory firm, reported results for the fourth
fiscal quarter and full year ended September 30, 2002.

For the full fiscal year ended September 30, 2002:

      - Total revenue of $907.2 million declined 6% year over
        year.

      - EBITDA grew 11% over the prior year to $158.1 million.

      - On a GAAP reported basis, net income grew to $48.6
        million compared to a loss of $66.2 million for the year
        ended September 30, 2001.

      - Normalized net income totaled $60.7 million, which was 3
        cents above the high end of the Company's guidance given
        in a press release issued July 18, 2002.

For the fourth quarter of fiscal 2002:

      - Total revenue of $220.5 million declined 3% year over
        year.

      - EBITDA grew 9% over the prior year to $41.3 million.

      - On a GAAP reported basis, net income grew to $15.6
        million, compared to a loss of $8.1 million a year ago.

      - Normalized net income totaled $15.6 million. Net gains
        and losses from minority-owned investments and the sale
        of investments and businesses were immaterial; therefore,
        normalized net income for the fourth quarter was equal to
        GAAP net income of $15.6 million.

At September 30, 2002, Gartner's balance sheets show a total
shareholders' equity deficit of about $5 million.

Michael D. Fleisher, Gartner chairman and chief executive
officer, said, "Eighteen months ago, we communicated a
fundamental strategic shift to deliver significantly enhanced
levels of profitability and cash flow. And we have successfully
executed that strategy, even in a very challenging and uncertain
environment. We set out to achieve an EBITDA target of $145 to
$155 million in fiscal '02. Despite a 6% decline in revenue, we
grew EBITDA 11% to $158.1 million, exceeding our goal. At the
same time, we delivered yet another quarter of strong growth in
cash flow from operations, and increased our cash balance to
$125 million at year end.

"We are succeeding in this difficult market because the need for
insightful, relevant and objective advice exists in both good
times and bad," said Fleisher. "We have generated more than $21
million in new research business for five consecutive quarters.
The durability of our market-leading franchise and embedded
client relationships is evident in consistently strong retention
rates: our research client retention rate for the fourth quarter
was 75% and our dollar retention rate 80%. Simply stated, we
have a compelling value proposition - to help our clients make
better decisions and save money."

                     Business Segment Review

Research revenue declined 6% to $122.6 million in the fourth
quarter and 7% to $496.4 million for the fiscal year, compared
to the year-ago periods. Research contract value, the annualized
value of all subscription-based research contracts in effect at
a given time, declined 11% to $496.0 million from a year ago.

Consulting revenue remained relatively flat at $79.5 million in
the fourth quarter and $273.7 million for the fiscal year,
compared to the year-ago periods. Consulting backlog, the future
revenue to be derived from in-process consulting and measurement
engagements, declined 10% to $107.6 million from a year ago.

Events revenue increased 9% to $15.0 million in the fourth
quarter and declined 8% to $122.0 million for the fiscal year,
compared to the year-ago periods. Events deferred revenue, the
unearned revenue from billed events, declined 24% to $53.6
million from a year ago.

                          Cash Flow

Gartner Chief Financial & Administrative Officer, Maureen E.
O'Connell, said, "We remain committed to building value through
an intense focus on profitability and strong, consistent cash
flow through rigorous expense control and productivity gains.
That financial discipline has enabled us to deliver - and even
exceed - our profitability goals, achieving double-digit EBITDA
growth for the last two years. Our full-year EBITDA margin
improved almost 3 points to 17% and our quarterly EBITDA margin
was 19% for the second quarter in a row - only 1 point away from
our long-term target of 20%.

"At the same time, we have significantly bolstered our financial
stability by increasing liquidity and enhancing our balance
sheet. As a result, we have no short-term debt and an unused
$200 million line of credit. We continue to be consistently
strong cash generators and have grown our cash balance from $37
million a year ago to $125 million at September 30, even while
spending $47 million to repurchase our common stock during the
fiscal year."

                          Stock Repurchase

Gartner purchased $13 million of its common stock in the open
market in the fourth quarter, bringing the total to $47 million
for the 2002 fiscal year and $70 million since the $75 million
stock repurchase program was announced in July 2001. On August
1, 2002, the Company announced a $50 million extension to that
buyback program.

                     Change in Fiscal Year End

Gartner's board of directors has approved a change of the
Company's fiscal year end from September 30th to December 31st.
The change in the fiscal year end will better align the
Company's overall operations with its sales organization, which
was already operating under a December 31st year end to
correspond with the majority of its clients. The Company intends
to file an audited Form 10-K for both the fiscal year ended
September 30, 2002, and the three months ended December 31,
2002. The Company plans to issue a press release and hold
its regular conference call to discuss results for the three
months ended December 31, 2002. The adoption of the change in
fiscal year end is not expected to have a material impact on the
Company's financial statements.

                       Other Developments

The Company expects to incur a charge of an estimated $25
million in the quarter ending December 31, 2002, for reductions
in facilities, headcount and other areas as it continues to
align business resources with revenue expectations.

                        Business Outlook

Said O'Connell, "We believe that in the latter half of '03, we
can stabilize revenue and begin to grow research contract value.
Under this scenario, we intend to move to a prudent balance
between generating profitability/EBITDA at or near current
levels while maintaining a streamlined cost structure and
applying resources with an intense focus on turning around
research contract value."

Based on the current fiscal year and a continuing difficult
business environment, the Company's high-level guidance for the
2003 fiscal year is for total revenue and earnings to be flat to
slightly down. O'Connell said, "Due to the shift in our fiscal
year end and the resulting change to our normal business
planning process over the next few months, we will give more
detailed guidance for fiscal '03 with our next quarterly
update."

For the quarter ended December 31, 2002, the Company is
targeting:

      - Total revenue of approximately $222 million to $232
        million.

      - Research revenue of approximately $114 million to $119
        million; consulting revenue of approximately $57 million
        to $61 million; events revenue of approximately $47
        million; and other revenue of approximately $4 million to
        $5 million.

      - EBITDA of approximately $30 million to $36 million.

      - Normalized EPS of $0.09 to $0.13 on 130 million diluted
        shares.

Gartner, Inc., is a research and advisory firm that helps more
than 10,500 clients leverage technology to achieve business
success. Gartner's businesses consist of Research, Consulting,
Measurement, Events and Executive Programs. Founded in 1979,
Gartner is headquartered in Stamford, Connecticut, and has 4,000
associates, including more than 1,000 research analysts and
consultants, in more than 75 locations worldwide. Fiscal 2002
revenue totaled $907 million. For more information, visit
http://www.gartner.com


GENSCI REGENERATION: Equity Deficit Tops C$17 Million at Sept 30
----------------------------------------------------------------
GenSci Regeneration Sciences Inc., (Toronto: GNS), The
OrthoBiologics Technology Company(TM), announced summary
financial results for the third quarter ended September 30,
2002. The complete quarterly financial results will be posted,
as soon as available, at http://www.sedar.comand at
http://www.gensciinc.com Cash, restricted cash and short-term
investments at September 30, 2002 increased 196 percent to C$5.3
million compared to C$1.8 million at September 30, 2001. This
compares to cash, restricted cash and short-term investments of
C$1.2 million at December 31, 2001.

Revenues for the third quarter ended September 30, 2002 were
C$8.5 million (US $5.4 million) compared to C$9.4 million (US
$6.1 million) for the same quarter in 2001. The Company
announced a loss of C$0.5 million (US $0.3 million) for the
third quarter of 2002, a significant improvement compared to a
loss of C$3.3 million (US $2.2 million) for the third quarter of
2001. The average rate of exchange for the current quarter was
C$1.56 to US$1.00.

Revenues for the nine months ended September 30, 2002 were C$27
million (US $17.2 million) compared to C$30.4 million (US $19.8
million) for the same period in 2001. The Company announced a
loss of C$1.5 million (US $0.9 million) for the first nine
months of 2002 compared to a loss of C$6.7 million (US $4.3
million) for the same period of 2001.

In its September 30, 2002 balance sheets, the Company recorded a
total shareholders' equity deficit of about C$17 million.

"We have generated positive cash flow for the third consecutive
quarter," said Douglass Watson, President and CEO. "In addition,
we have launched three new product lines this year, including
Accell DBM 100(TM), the only DBM putty made of 100% bone. We now
stand ready to move forward and invest in the expansion of our
product lines and continue to develop additional new product
offerings.

"The Company is particularly pleased that its subsidiary, GenSci
OrthoBiologics, has completely replaced its DynaGraft(TM) line
of products in the third quarter and is currently replacing its
OrthoBlast(TM) product line with improved second generation
products that no longer contain certain components alleged to
infringe other patents," Mr. Watson said. "The surgical
community has responded favorably to these products which have
significant improvements, including improved handling
characteristics."

The Company has established itself as a leader in the rapidly
growing orthobiologics market, providing surgeons with
biologically-based products for bone repair and regeneration.
Our products can either replace or augment traditional autograft
surgical procedures. This permits less invasive procedures,
reduces hospital stays, and improves patient recovery. Through
its subsidiaries, the Company designs, manufactures and markets
biotechnology- based surgical products for orthopedics,
neurosurgery and oral maxillofacial surgery. For additional
information please visit GenSci's web site at
http://www.gensciinc.com


GENSYM CORP: Reports Improved Financial Results for 3rd Quarter
---------------------------------------------------------------
Gensym Corporation (OTC Bulletin Board: GNSM), a leading
provider of software and services for expert operations
management, reported revenues of $4,075,000 and net income of
$108,000 for the quarter ended September 30, 2002. In the
corresponding quarter of 2001, Gensym had revenues of $4,980,000
and a net loss of $858,000 including restructuring charges of
$827,000.

At September 30, 2002, the Company's working capital deficit
further narrows to $149,000.

"I am pleased to report another profitable quarter, albeit at a
lower level than we had originally anticipated. Revenues
decreased over the second quarter of 2002 due to continuing
difficult economic conditions in most of the sectors in which we
compete. Although we continue to control expenses tightly, the
lost gross margin from the revenue shortfall and a one-time non-
cash charge of $247,000 related to completing the closure of
some of our foreign subsidiaries caused our net income to fall
below expectations," said Lowell Hawkinson, Gensym's chairman,
president and CEO.

"Through these challenging economic times, we continue to invest
in new technology development, in enhancements to our existing
products, and in organization development. We recently put out
an alpha release of G2 7.0, with its new user interface for
Windows. This release is now undergoing review at over twenty
customer sites; initial feedback has been very positive. We also
brought on board a new vice president of sales, Mike Hoey, who
has been moving quickly to strengthen our sales effectiveness
and coverage, particularly in the Americas.

"We will continue to build on and extend our established
customer base, with particular emphasis on large account
opportunities where we can offer specialized services and
development support. Our sales efforts are focused on key
markets where there is demonstrated need for our products and
where buying interest remains healthy.

"Cash and cash equivalents at the end of September increased to
$3,623,000 compared to $1,967,000 at December 31, 2001. The
company continues to have no debt. We're pleased we have been
able to continue operating profitably each quarter this year,
despite difficult economic conditions. With the recent
strengthening of our sales capabilities and a renewed focus on
markets where we have proven domain expertise and successful,
referenceable customers, we are cautiously optimistic about our
prospects for 2003."

Gensym Corporation -- http://www.gensym.com-- is a provider of
software products and services that enable organizations to
automate aspects of their operations that have historically
required the direct attention of human experts. Gensym's product
and service offerings are all based on or relate to Gensym's
flagship product G2, which can emulate the reasoning of human
experts as they assess, diagnose, and respond to unusual
operating situations or as they seek to optimize operations.


GENTEK INC: Obtains OK to Honor Prepetition Employee Obligations
----------------------------------------------------------------
As of the Petition Date, GenTek Inc., and its debtor-affiliates'
workforce in the U.S. and Canada consisted of:

            1,096 full-time salaried employees
            2,442 full-time hourly employees
               78 independent contractors or temporary workers
            -----
            3,616

About 839 of the U.S. employees and 207 of the Canada employees
are covered by collective bargaining agreements.

In view of that, the Debtors seek the Court's authority to honor
various employee-related prepetition obligations to or for the
benefit of the current and former employees, retirees,
independent contractors and temporary workers.

Jane M. Leamy, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, asserts that the Debtors' failure to fulfill their employee
obligations could further strain relations between the
management and the Employees, which could adversely affect the
likelihood of a successful reorganization.

                      Prepetition Obligations

Ms. Leamy reports that the Debtors' owe these prepetition
employee obligations:

       $3,200,000 in unpaid wages, salaries, commissions, auto
                  allowances, ordinary course bonuses, other
                  compensation and withholding taxes;

       $1,000,000 in unpaid reimbursable employee expenses;

       $4,600,000 in accrued vacation, sick, holiday and excused
                  leave days; and

       $3,100,000 in accrued and unpaid Employee Benefits,
                  excluding retirement benefits.

As of the Petition Date, retirement benefits also accrued but
remained unpaid.  The retirement benefits, which will be paid
over many years, totaled $77,000,000:

      $54,000,000 from post-retirement medical benefits; and

      $23,000,000 from pension benefits.

The average monthly total of retiree benefits paid by the
Debtors is $270,000, excluding payments from a funded pension
trust.

According to Ms. Leamy, before the Petition Date, the Debtors
offered their Employees many standard employee benefits,
including, without limitation:

   1) medical, dental, vision and prescription drug coverage;
   2) COBRA;
   3) basic term life and supplemental life insurance;
   4) accidental death and dismemberment (AD&D);
   5) disability insurance and benefits programs;
   6) an employee assistance program;
   7) flexible spending accounts;
   8) various employee incentive programs;
   9) 401(k) plan, pension plans and other savings plans;
10) tuition reimbursement;
11) medical excess reimbursement plans; and
12) miscellaneous other benefits.

                  Workers' Compensation Programs

Under the laws of Canada and the various states in which they
operate, the Debtors maintain workers' compensation programs
through third party programs.  According to Ms. Leamy, it
critical that the Debtors continue their workers' compensation
program and pay prepetition claims, assessments and premiums
because alternative arrangements for workers' compensation
coverage would most certainly be more costly.  In addition, the
failure to provide coverage may, in some states, subject the
Debtors and their officers to severe penalties.

                    Employee-Severance Payments

Although there is no single company-wide program, Ms. Leamy
relates that the Debtors have in the past maintained a practice,
on a debtor-by-debtor basis, of paying employee severance to
terminated employees.  This practice generally provides for
either a lump sum payment or salary continuance, based on
various factors including years of service, and benefit
continuation, outplacement assistance and COBRA coverage.

Accordingly, the Debtors seek to continue the practice of paying
severance to Employees and to continue postpetition the
severance practice for Employees other than the senior
executives who report directly to the Chief Executive officer or
chief Financial Officer of GenTek.  The Debtors also want to
provide severance-related COBRA benefits and any other
termination benefits required to be paid by applicable
nonbankruptcy statute or regulation.  The aggregate cost of
unpaid severance payments as a result of the Debtors' workforce
reductions is expected to be $1,100,000.

Ms. Leamy relates that the Debtors' terminated Employees at the
professional and middle-management levels are eligible to
receive severance payments ranging from two months to one year
of salary. All terminated Employees below the middle-management
level are eligible for severance payments equal to at least one
week's salary per year of service, with a minimum of two weeks,
up to a maximum of 26 weeks.

                   Payments to Administrators

In order to efficiently deliver the employee compensation and
benefits to their Employees, the Debtors contract with several
vendors to administer and deliver payments or other benefits,
and to administer the workers' compensation program.  In most
cases, according to Ms. Leamy, any disbursements made in the
ordinary course are paid by the Administrators, which in turn
invoice the Debtors for any payments made.

Since the Debtors are contemplating to pay employee-related
compensation and benefits, the Debtors also believe that it is
necessary to recompense any claims of the Administrators on a
postpetition basis.  This is to ensure the uninterrupted
delivery of compensation and other benefits to the Employees.
The Debtors fear that the Administrators may terminate their
services unless the Debtors pay the Administrators' prepetition
claims for administrative services rendered.

                            *     *     *

Accordingly, Judge Walrath issues an Interim Order permitting
the Debtors to honor prepetition obligations to, or for the
benefit of, the employees to the extent the payments are due
within the next 30 days.  The Debtors are also allowed to
maintain their employee benefits, to continue the various
workers' compensation programs postpetition, and to pay
prepetition claims of administrators.  However, Judge Walrath
emphasizes that payments to employee wages, fees, salaries,
bonuses, commissions, or other compensation, as well as accrued
vacation, sick, holiday, and excused leave days, must not exceed
$1,100,000 in the aggregate and $4,650 per individual employee.
(GenTek Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GILAT SATELLITE: Files Section 304 Petition in Delaware
-------------------------------------------------------
Gilat Satellite Networks Ltd. filed for bankruptcy to shield
U.S. assets of the satellite equipment maker from creditors
while it reorganizes in an Israeli court, Bloomberg News
reported. Gilat listed $775 million in assets and $637.2 million
in debts in papers filed in the U.S. Bankruptcy Court in
Wilmington, Del. The company, based in Petah Tikva, Israel,
invoked a rarely used provision of chapter 11 designed to
protect the assets of companies that have filed for bankruptcy
in foreign courts. An Israeli bankruptcy court on Oct. 16 gave
Gilat 30 more days to arrange the conversion of most of its $350
million of bond debt into equity. The Tel Aviv court's order was
issued as bond payments came due.

"If the U.S. court grants Gilat's petition, the foreign
representative maintains control and doesn't have to deal with
all the expense and aggravation of a chapter 11," said Evan D.
Flaschen, a lawyer with Bingham McCutchen LLP and an expert on
international bankruptcy law. "Meanwhile Gilat can get the
benefits of chapter 11 and the plan in Israel would apply in the
United States."  Most of Gilat's debt is held by Israeli
creditors, including $103 million owed to Bank Hapoalim, Bank
Leumi and Israel Discount Bank.  Gilat asked the Delaware court
to defer to the Israeli court and freeze legal actions and debt-
collection efforts against the company in the United States. In
May, StarBand Communications Inc., a satellite Internet service
provider partly owned by Gilat, EchoStar Communications Corp.
and Microsoft Corp., also sought chapter 11 bankruptcy
protection in Delaware. (ABI World, Oct. 30, 2002)


GILAT SATELLITE: Chapter 304 Petition Summary
---------------------------------------------
Petitioner: Gilat Satellite Networks, Ltd.
             Gilat House
             21 Yegia Kapayim Street
             Kiryat Arye
             Petah Tikva 49130 Israel

Bankruptcy Case No.: 02-13161

Type of Business: Provider of products and services for
                   satellite-based communications networks.

Section 304 Petition Date: October 28, 2002

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Petitioner's Counsel: Pauline K. Morgan, Esq.
                       Edmon L. Morton, Esq.
                       Young, Conaway, Stargatt & Taylor
                       The Brandywine Bldg.
                       1000 West Street, 17th Floor
                       P.O. Box 391
                       Wilmington, Delaware 19899
                       Tel: 302 571-6600
                       Fax : 302-571-1253

Total Assets: $775,000,000

Total Debts: $637,240,000


GLOBAL CROSSING: Court Extends Exclusive Period Until January 21
----------------------------------------------------------------
Notwithstanding the objections, the Court extends Global
Crossing Ltd., and its debtor-affiliates' exclusive periods.
Specifically, Judge Gerber extends the Debtors' Exclusive Filing
Period to the earlier of:

-- January 21, 2003, or

-- two weeks from the day that the Debtors, or Singapore
    Technologies Telemedia Pte Ltd. or Hutchison
    Telecommunications Limited terminate the Purchase Agreement
    dated August 9, 2002 pursuant to section 7.1 of the Purchase
    Agreement.

The Court further extends the Debtors' Solicitation Period until
60 days after the Extended Exclusive Filing Period. (Global
Crossing Bankruptcy News, Issue No. 25; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


HIGHWOOD RESOURCES: Amends Terms of Agreement with Dynatec Corp.
----------------------------------------------------------------
Highwood Resources Ltd., (TSX-HWD) and Dynatec Corporation
(TSX-DY) have entered into an Arrangement Agreement that will,
if approved by the shareholders of Highwood, result in a
reorganization of Highwood's current financial affairs, assets
and share ownership structure in a manner that will preserve
value for Highwood's public shareholders. The terms of the
Arrangement have been amended from the terms originally
announced by Highwood and Dynatec on August 30, 2002 and provide
for the acquisition of all of the outstanding common shares of
Highwood by Dynatec in exchange for, at the election of each
Highwood shareholder, (1) shares of a newly-created company,
expected to be named "Beta Minerals Inc." that will own the Beta
Assets; or (2) cash; or (3) a combination of cash and shares of
Beta. A maximum of $865,990 of cash will be provided by Dynatec
to be distributed to Highwood public shareholders subject to
proration procedures. As a result of the Arrangement, Highwood
shareholders who receive Beta Shares will be able to continue to
participate in a junior mineral exploration and development
company that owns the Beta Assets and has an experienced team of
industry professionals as its board of directors, approximately
$1.75 million in cash and no debt.

A meeting of Highwood shareholders is scheduled for 10:00 am on
Tuesday, November 26, 2002 at the Ramada Hotel Downtown,
Calgary, Alberta at which time shareholders will be asked to
approve, among other matters, the terms of the Arrangement.
Based upon the recommendation of an independent committee who
have evaluated the terms of the Arrangement and have obtained a
valuation report and fairness opinion from Northern Securities
Inc., the independent members of Highwood's Board of Directors
unanimously support the Arrangement and have recommended that
Highwood shareholders approve the Arrangement at the meeting.
Subject to receipt of shareholder, court, regulatory and stock
exchange approval, it is anticipated that the Arrangement will
become effective on November 29, 2002.

                    Terms of the Arrangement

The Arrangement will result, through a series of transactions,
in the following:

     (1) all of Highwood's existing interests in the Thor Lake
         beryllium and other rare metals property and the Elk
         Lake tantalum property, both located in the Northwest
         Territories, the Mikwam gold property located near
         Timmins, Ontario, and the Yellow Giant gold and base
         metals property located on Banks Island near Prince
         Rupert, British Columbia (collectively, the "Beta
         Assets") being transferred to Beta free and clear of any
         encumbrances from Highwood's principal lender or
         Dynatec;

     (2) Dynatec injecting $1.75 million of cash into Beta;

     (3) the existing Shareholders of Highwood (other than
         Dynatec, its affiliates and dissenting shareholders, if
         any) receiving, at their election, the following:

        (a) one Beta Share for each Highwood common share; or

        (b) $0.145 in cash for each Highwood common share,
            subject to proration procedures; or

        (c) a combination of cash and Beta Shares for each
            Highwood common share, subject to proration
            procedures; and

     (4) Dynatec acquiring all of the issued and outstanding
         Highwood common shares and, by virtue thereof, assuming
         all of Highwood's secured and unsecured indebtedness
         currently standing at approximately $8.3 million, and
         all of Highwood's assets other than the Beta Assets.

Under the Arrangement terms, where a cash or cash and shares
election is made, no Highwood Shareholder will be entitled to
receive more than $0.145 per common share nor will more than
$865,990 be distributed to all Highwood shareholders.

Following the completion of the Arrangement, Beta will be a
company owned by Highwood's shareholders in accordance with the
election made by such shareholders, subject to proration, and
Highwood will be a wholly-owned subsidiary of Dynatec. As
Dynatec will be providing the cash to be distributed to Highwood
shareholders, Dynatec will become the indirect owner of one Beta
Share for every $0.145 that is distributed to Highwood
Shareholders. If all of the cash provided by Dynatec is
distributed, Dynatec will own 25% of the Beta Shares. In
addition, if there are Highwood shareholders who exercise
dissent rights in connection with the Arrangement, Dynatec will
remain the indirect owner of the Beta Shares that such
dissenting shareholders would have received but for the exercise
of their dissent rights.

                     Details Regarding Beta

Following the Arrangement, Beta intends to focus on advancing
the Thor Lake and Mikwam properties as well as evaluating new
acquisition opportunities to increase shareholder value. The
following is a brief description of the anticipated directors of
Beta after giving effect to the Arrangement.

               Dr. David Trueman, Ph. D, P.Geo. -
        Director, President and Chief Executive Officer

Dr. Trueman is a consulting geologist who has been involved in
the mineral industry for 40 years. His experience includes
geological, geophysical and geochemical exploration of precious,
base-metal, rare-metal and industrial mineral deposits, project
initiation, mine production, metallurgical research, project
feasibility, senior corporate management and project finance.
Dr. Trueman is currently a director of Highwood and has been a
director and officer of a number of public and private mining
and mineral companies during his career.

                 James Currie, P.Eng. - Director

Mr. Currie was the Operations manager of Ivanhoe Mines Ltd. and
a member of the board of directors of Myanmar Ivanhoe Copper
Company between August 1999 and October 2002. As Operations
Manager for Ivanhoe, Mr. Currie was responsible for Ivanhoe's
copper operations in Myanmar including an open pit, heap leach
SX/EW mine producing approximately 25,000 tons per year of LME
Grade A copper cathode, and a development project which is
expected to produce 125,000 tons per year of copper cathode.
Prior to joining Ivanhoe, Mr. Currie was Vice President of Behre
Dolbear & Co. Ltd. of Vancouver, B.C., an international mining
consultancy firm, where he conducted reviews, studies and
valuations of a number of foreign and domestic mining properties
and projects.

              James Roxburgh,P.Eng., MBA, - Director

Mr. Roxburgh, is a senior minerals management executive with
experience in operations, finance, marketing and business
development.  Mr. Roxburgh has been involved in the mining
industry since 1966 having worked in positions ranging from mine
manager to Vice-President (Environment and Technology) with Rio
Algom until 1990. In 1993, he joined Mountain Minerals Co. Ltd.
as V.P. Operations and, in 1995 joined Dynatec as V.P.
Operations. More recently, Mr. Roxburgh was CEO and Chairman of
Highwood between September 1999 and June 2001 and President of
Highwood between November 1999 and May 2000. Since then, Mr.
Roxburgh has been an independent mining consultant.

                   Roy Hudson, LLB - Director

Mr. Hudson is a Calgary, Alberta based lawyer whose practise
focuses primarily on publicly traded junior resource companies.
Mr. Hudson is currently a partner with the national firm of
Borden Ladner Gervais LLP and is a director and officer of a
number of TSX and TSX-V listed companies.

                  Neville Simpson - Director

Mr. Simpson is currently a director of Highwood and is the
Director of Marketing, South American operations for Snap-On
Incorporated, a major equipment supplier to the mining industry.

       Philip Martin, B.Sc. (Eng.), MBA, P. Eng. - Director

Mr. Martin is an independent financial consultant who has a
diverse and extensive background in business management,
corporate and international finance and resource operations,
planning and management. Mr. Martin is currently an independent
director of Southern Era Resources Limited, a publicly traded
mining company on the TSX. He is a former director and Vice-
President Finance of First Associates Investments Inc. He is
also a former director and Managing Partner, Investment Banking
of Gordon Capital Corporation where he focused on the mining
sector.

Highwood Resources Ltd., is a Canadian processing and
manufacturing company that supplies high-value industrial
mineral products to paint and chemical markets throughout the
world. The Company has mining and processing facilities in North
America and Southeast Asia and markets barite, talc, silica,
gypsum, dolomite and zeolite products through an extensive
distribution network.

Dynatec Corporation is a leading international provider of
mining services, drilling services and metallurgical
technologies. The Company is focused on increasingly applying
its mineral expertise on its own behalf, and is actively seeking
ownership interests in mining properties.


HIGHWOOD RESOURCES: Seeking Shareholders' Nod for Dynatec Deal
--------------------------------------------------------------
Highwood Resources Ltd., issued a rights offering, dated
December 20, 2001, for existing shareholders to subscribe for up
to 21,855,458 rights exercisable into 18,002,847 common shares
at $0.125 per share. The expiry date of the offering was January
11, 2002. The Company purchased a total of 7,838,058 common
shares under the rights offering and 400,000 common shares in
the open market for a total consideration of $1.0 million. In
July 2002, Highwood issued to the Company 1,694,444 common
shares in settlement of fees totaling $0.3 million, related to
the financial support of Highwood. The Company now owns
approximately 42.5% of the total number of common shares of
Highwood.

In conjunction with a Forbearance Agreement that was entered
into by Highwood and its primary lender on March 28, 2002,
Dynatec Corporation had agreed to provide a guarantee of
Highwood's obligation to make a $1.0 million payment June 30,
2002, as required by the agreement. As security for this
guarantee, Dynatec had provided a letter of credit in favor of
the lender, to be drawn at the lender's discretion in whole or
in part, at any time on or after July 1, 2002. Highwood failed
to make the required payment by June 30, 2002 and Highwood's
primary lender has drawn down the $1.0 million letter of credit
in early July 2002. The $1.0 million draw down is secured by the
assets of Highwood and is due and payable within 60 days after
the Company makes a claim under the indemnity agreement with
Highwood. Highwood has agreed to indemnify the Company from and
against any and all claims and expenses related to this
Indemnity and Security Agreement. At present, the Company has
not issued a claim for indemnification.

The Company and Highwood have agreed to present to the
Shareholders of Highwood for their approval a plan of
arrangement under which the shares of Highwood other than those
held by the Company, will be exchanged for 100% of the shares of
a newly created company which, among other things, will own the
Thor Lake assets of Highwood, will be debt free and will have
$1.75 million in cash, and Highwood, with its remaining assets
and liabilities, will become a wholly-owned subsidiary of
Dynatec. The Company expects shareholder voting to be conducted
November 26, 2002 and if approved that the resulting closing
date will be November 29, 2002.


HORSEHEAD: Wants More Time to Make Lease-Related Decisions
----------------------------------------------------------
Horsehead Industries, Inc., and its debtor-affiliates ask for
additional time from the U.S. Bankruptcy Court for the Southern
District of New York to decide whether to assume, assume and
assign, or reject their unexpired nonresidential real property
leases.  The Debtors tell the Court that they need until
January 16, 2003, to make these decisions.

The Debtors disclose that they are tenants under approximately
29 Unexpired Leases of non-residential real estate for their
manufacturing plants and corporate offices located in New York,
Pennsylvania, Illinois, Texas, Tennessee, and California.

The Debtors tell the Court that they are current on all of their
post-petition rental obligations and believe that the extension
requested is in the best interests of their estates.  More
importantly, the Debtors point out that the extension will also
ensure that the Debtors do not inadvertently reject a valuable
Unexpired Lease or assume an undesirable one, thereby incurring
a substantial administrative obligation that would harm the
interests of the Debtors and creditors alike.


IMX PHARMACEUTICALS: Bruce Beigel Resigns as Officer & Director
---------------------------------------------------------------
On October 4, 2002, Bruce Biegel resigned as an officer and
director of IMX Pharmaceuticals, Inc., and he and Keith Goodman
resigned as officers of ThinkDirectMarketing, Inc., and its
subsidiaries. Both men have agreed with the Company for the
settlement of their employment agreements based on the
termination provisions.

The Company's Board of Directors has not nominated another
director at this time. Stephen Dean, who is a director and the
Company's controlling person, has not advised the Company if he
wished to nominate another director. As Mr. Dean controls more
than a majority of both classes of stock, his decision as to the
election of directors will be decisive.

The Company's operations are presently those of its subsidiaries
Findstar plc., ThinkDirectMarketing, Inc and DirectMAilQuotes,
LLC.  The Subsidiaries have collectively incurred operating
losses since their incorporation. As of March 31, 2002 the
Company's current liabilities exceeded its current assets by
$2,418,389 and its total liabilities exceeded its total assets
by $4,518,506. These matters raise substantial doubt about the
ability of the Company to continue as a going concern. The
Company's continuance will be dependent on the ability to
restructure its operations to achieve profitability in the near
term and its ability to raise sufficient debt or equity capital
to fund continuing operations until such restructuring is
completed.


INT'L THOROUGHBRED: Auditors Expresses Going Concern Doubt
----------------------------------------------------------
International Thoroughbred Breeders, Inc., a Delaware
corporation, was incorporated on October 31, 1980.  Until the
January 1999 sale of Freehold Raceway and leasing to a third
party of Garden State Park, it was primarily engaged, through
various operating subsidiaries, in the ownership and operation
of standardbred and thoroughbred racetracks in New Jersey.  For
the period of approximately 22 months after its January 1999
sale of Freehold Raceway and its leasing of Garden State Park to
a third party, the Company's focus concentrated upon working out
the Company's debt problems, by selling its real  properties in
an orderly fashion rather than permitting such assets to be lost
by foreclosure. The Company's efforts in that regard were
successful, and in two transactions, one in May 2000 and the
other in November 2000, it sold all of its real properties and
paid its indebtedness in full. Since November 2000, it has
evaluated and continues to look for business opportunities and
has said it is committed to remaining as an operating company.

To that end, as of April 30, 2001, the Company acquired, by a
bareboat charter, operations of an offshore gaming vessel, the
M/V Palm Beach Princess.  This vessel sails twice daily from the
Port of Palm Beach, Florida and, once beyond the three-mile
territorial limit, engages in a casino gaming  business.  The
Company acquired this business pursuant to a bareboat charter
for a one- year term, which is continuing on a month-to-month
basis, and, by negotiating to purchase the substantial debt
secured by a mortgage against the vessel, the Company plans to
negotiate an acquisition of the vessel and related assets.  The
business of operating the cruise vessel includes a variety of
shipboard   activities, including casino gaming, dining, music
and other entertainment.

Cash flow and liquidity during the twelve month period ended
June 30, 2002 included approximately $5.4 million in cash
generated by the Palm Beach Princess operations (prior to cash
payments of $2,750,000  used for the payments to the Chapter 11
Trustee of the Bankruptcy Estate of Robert E. Brennan),
approximately $1.2 million from the auction of all of the
personal property including equipment, furniture, furnishings
and artwork) that the Company owned at Garden State Park, and
$906,455 which had been held in escrow from the 1999 sale of
Freehold Raceway and the lease of Garden State Park. Such cash
flow was used, in part, to fund portions of the payments on
account of the purchase price of the Ship Mortgage Obligation
against the Palm Beach Princess, to make loans of an additional
$573,280 to the Southern California golf course and Fort
Lauderdale, Florida real estate development projects during the
twelve months ended June 30, 2002, and to explore other
potential business opportunities.  The Company is exploring
gaming related business opportunities in various foreign
countries and expects to continue to incur expenses for
exploring potential business opportunities in the future.  As of
June 30, 2002, it had made loans of approximately $350,000 in
relation to the foreign  projects and an additional $933,814 has
been funded and expensed in various foreign projects during the
year ended June 30, 2002. The Company is currently dependent
upon operations of the Palm Beach Princess vessel for
substantially all of its cash flow.

On July 18, 2001, the Company sold its condominium unit and an
ownership interest in the Ocala Jockey Club that was located in
Reddick, Florida. The sales price was $94,000 and the proceeds
after closing fees and other expenses were $81,645.  A gain of
$77,577 was recognized during the first quarter of Fiscal 2002.

Under the bareboat charter of the vessel, the Company is
obligated to pay $50,000 per month as the charter hire fee to
the vessel's owner, MJQ Corporation.  In order to obtain the
bareboat charter, the Company negotiated and on February 20,
2002 entered into a Master Settlement Agreement with the Chapter
11 Trustee of the Bankruptcy Estate of Robert E. Brennan, MJQ
Corporation and others.  Pursuant to the  Master Settlement
Agreement the Company has incurred the following financial
commitments:

      1. For the purchase of the Ship Mortgage Obligation, it is
         to pay $250,000 per month through July 31, 2002, and an
         additional $9.75 million balloon payment was due at that
         time.  As permitted by the Master Settlement Agreement
         the Company has extended the date for payment of the
         balloon payment on a month-to-month basis until October
         31, 2002 by paying extension fees of $70,000 for the
         first month, an additional $80,000 for the second month
         and an additional $100,000 for the third month.  If it
         fails to make the balloon payment by October 31, 2002 or
         otherwise are in default under the Purchase and Sale
         Agreement for the Ship Mortgage Obligation, and such
         default is not cured within the applicable grace period,
         then the Trustee may elect to terminate the bareboat
         charter under which the Company operates the vessel M/V
         Palm Beach Princess, and the Trustee would then retain,
         as liquidated damages, all of the monthly payments it
         previously had made but it would have no further
         liability for payment of the purchase price.  Upon such
         termination, the Company also would be liable to the
         Trustee for any amount by which the current liabilities
         assumed by the Trustee pursuant to the Purchase and Sale
         Agreement exceed the current assets acquired by the
         Trustee.

      2. The Company was obligated to purchase approximately
         1,785,000 shares of its common stock from the Trustee at
         $0.50 per share (aggregate purchase price of
         approximately $892,500), on July 1, 2002. The Company is
         currently in negotiations  with the Trustee to extend
         the purchase date and payment of the purchase price for
         these shares.

The Company is also are committed to making the tenant
improvements to new office space at the Port of Palm Beach.  The
cost of such improvements is expected to be approximately
$600,000.  The Company has received a commitment for financing
such cost and expects that funding will be available before
October 31, 2002.

The Company currently estimates that approximately $200,000 per
month is needed from operation of the vessel to cover overhead
expenses of International Thoroughbred Breeders, Inc. It will
need to obtain  approximately $1 million in financing in order
to pay the purchase price for the stock that was due the Trustee
on July 1, 2002, and approximately $10 million in financing in
order to make the balloon payment of the purchase price of the
Ship Mortgage Obligation due on October 31, 2002. It is seeking
financing in order to fully pay all such obligations to the
Trustee.  Failure to obtain  such  financing may result in the
loss of its only operating business and source of working
capital.

Substantially all Company revenues are currently derived from
operation of the M/V Palm Beach  Princess.  The cash flow from
operations of the vessel is seasonal and it may generate excess
funds in some months and insufficient funds in other months.
The period July 1st to December 31st is a seasonably slow period
for the vessel operation.  The period from January 1st to June
30th has been a period of increased activity and profits for the
vessel.  Certain operating costs, including the charter fee
payable to the vessel's owner, fuel costs and wages, are fixed
and cannot be reduced when passenger loads decrease or when
rising fuel or labor costs cannot be fully passed through to
customers. Passenger and gaming revenues earned from the vessel
must be high enough to cover such expenses.

Other possible sources of cash include the two promissory notes
received when the Company sold its Garden State Park real
property in November, 2000 and its Las Vegas real property in
May, 2000.  One such Note is in the face amount of $10 million,
issued by Realen-Turnberry/Cherry Hill, LLC, the purchaser of
the Cherry Hill property, and the other promissory note is in
the face amount of $23 million, issued by Turnberry/Las Vegas
Boulevard, LLC, purchaser of the Las Vegas real property.  Under
both Notes, interest and principal payments will be dependent
upon, and payable solely out of, the obligor's net cash flow
available for distribution to its equity owners. After the
obligor's equity  investors have received aggregate
distributions equal to their capital contributions plus an
agreed upon return on their invested capital, the next $10
million of distributable cash in the case of the $10 Million
Note, and the next $23 million of distributable cash in the case
of the $23 Million Note,  will be paid to International
Thoroughbred Breeders Inc., and following receipt of the face
amount of the Note the Company will receive 33-1/3% of all
distributable cash of the obligor until maturity of the Note.
The probable timing and amounts of payments under these Notes
cannot be predicted.  The Company is attempting to borrow on
these Notes for additional working capital but such borrowing is
expected to be difficult to obtain as long as the timing and
amounts of payments under the Notes remain unpredictable.

While management believes that the $10 Million Note and the $23
Million Note owned by it have  substantial value and,
ultimately, should generate significant cash payments, the
timing of receipt of any such payments cannot be accurately
predicted and the Company may not receive substantial payments
under the notes for one year or more.  At the same time, the
Company has utilized available cash over the last several
months, and expect to incur further costs in the development of
projects which, while believed by management to be worthwhile,
are expected to take more than one year before generating cash
returns. International Thoroughbred Breeders will seek to borrow
against the notes in order to obtain  funds for its short term
obligations and current expenses and also for capital
expenditures of any new business entered.  However, there can be
no assurance that it will be able to borrow the necessary funds.

The Company's working capital as of June 30, 2002 was a negative
$2,200,346 as compared to a negative $190,644 (after the
reclassification presentation on the Fiscal 2002 financial
statements of the $750,000 deposit on the Ship Mortgage
Obligation which became non-refundable as a result of the Master
Settlement Agreement signed on February 20, 2002) at June 30,
2001. The decrease in working capital during the past twelve
months was primarily caused by the use of cash to fund on-going
development  projects partially offset by the cash provided by
operating activities and cash received from the auction of
Garden State Park personal property.

The Company's independent auditors have stated:  "[S]hould the
Company not be able to make payments in accordance with the
Master Settlement Agreement with the Chapter 11 Trustee for the
Bankruptcy  Estate of Robert E. Brennan, the Company will
forfeit the deposits as liquidated damages and the bareboat
charter of the M/V Palm Beach Princess would cease. This
condition raises substantial doubt about its ability to continue
as a going concern."


ISLE OF CAPRI: Plans to Repurchase Up to 1.5 Million Shares
-----------------------------------------------------------
Isle of Capri Casinos, Inc., (Nasdaq: ISLE) announced that its
board of directors has authorized the repurchase of up to
1,500,000 shares of the Company's common stock.  Stock
repurchases may be made periodically in the open market, in
privately negotiated transactions or a combination of both.
The extent and timing of these transactions will depend on
market conditions and other business considerations.  No date
was established for the completion of the program.

"Our stock repurchase plan reflects our commitment to maximize
shareholder value.  We believe Isle of Capri Casinos, Inc.'s
stock is presently undervalued, and we currently have an
opportunity to repurchase our shares at what we believe are very
attractive levels," said Bernard Goldstein, chairman of Isle of
Capri Casinos.

"We also have an opportunity to acquire shares to satisfy our
obligations under our stock option and other benefit programs,"
said John M. Gallaway, president of Isle of Capri Casinos.

Isle of Capri Casinos, Inc. owns and operates 14 riverboat,
dockside and land-based casinos at 13 locations, including
Biloxi, Vicksburg, Lula, and Natchez, Mississippi; Bossier City
and Lake Charles (two riverboats), Louisiana; Black Hawk,
Colorado; Bettendorf, Davenport and Marquette, Iowa; Kansas City
and Boonville, Missouri; and Las Vegas, Nevada. The company also
operates Pompano Park Harness Racing Track in Pompano Beach,
Florida.

                           *   *   *

As reported in the March 26, 2002 edition of Troubled Company
Reporter, Standard & Poor's assigned a single-B rating to Isle
of Capri's $200 million senior subordinated notes. S&P gave the
ratings to reflect the company's diverse portfolio of casino
assets, relatively steady operating performance, lower than
expected capital spending levels, and improving credit measures.
These factors are partly offset by competitive market
conditions, the company's aggressive growth strategy, and its
high debt levels.


ITC DELTACOM: Successfully Emerges from Chapter 11 Proceeding
-------------------------------------------------------------
ITC-DeltaCom, Inc, (Nasdaq:ITCD) an integrated
telecommunications and technology provider to businesses in the
southern United States, has completed its financial
reorganization and emerged from Chapter 11 proceedings. ITC-
DeltaCom, Inc., filed its petition for reorganization on June
25, 2002. As previously announced, ITC-DeltaCom's plan of
reorganization received overwhelming approval from all voting
classes of creditors and stockholders and was confirmed on
October 17, 2002 by the United States Bankruptcy Court for the
District of Delaware. The plan became effective on October 29,
2002.

As a result of the reorganization, the Company is immediately
placed in a free cash flow positive position, has eliminated
$515 million in senior note and convertible subordinated note
debt, and has obtained a new $30 million preferred equity
investment to further strengthen the Company's balance sheet.
The investors include Campbell B. Lanier, III and SCANA
Corporation, who were both significant stockholders of ITC-
DeltaCom before the reorganization.

Additionally, ITC-DeltaCom announced that the Company's new
common stock will be listed on the NASDAQ National Market under
the symbol ITCD, and is expected to be open for trading
beginning today, Wednesday, October 30. The NASDAQ National
Market listing is subject to compliance with NASDAQ's minimum
bid price requirement and other NASDAQ marketplace rules.

"[Wednes]day marks a milestone in ITC-DeltaCom's history as we
emerge a stronger, more competitive company with one of the
healthiest balance sheets in the telecommunications industry,"
said Larry Williams, ITC-DeltaCom chairman and chief executive
officer.

"As a result of our ongoing commitment to customer service,
during the four-month restructuring period, we continued to
maintain one of the lowest customer churn rates in the industry
of less than 1%. We will continue to implement our business plan
while we develop new initiatives and maintain the quality of
service that is imperative to being successful in today's
competitive market."

ITC-DeltaCom will continue to focus on its core retail business,
providing voice and data solutions to approximately 19,000
business customers throughout the southern United States.

The Company's seven member Board of Directors consists of four
existing members: Chairman Larry F. Williams, Vice Chairman
Campbell B. Lanier, III, William B. Timmerman, and Donald W.
Burton. The three new members of the Board include John J.
Delucca, executive vice president of finance and administration
and chief financial officer for Coty Inc.; Robert C. Taylor,
former chief executive officer and president of Focal
Communications; and John R. Myers, chairman of Tru-Circle
Corporation.

ITC-DeltaCom, Inc.'s operating companies, ITC-DeltaCom
Communications, Inc. and Interstate FiberNet, Inc., were not
included in the court-supervised proceeding and continued to
operate in the ordinary course of business throughout the
reorganization process. UBS Warburg LLC acted as the financial
advisor to the company in the restructuring.

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


KAISER ALUMINUM: Pushing for Approval of Settlement with AXA
------------------------------------------------------------
The catastrophic explosion of the digestion unit of the Kaiser
Gramercy, Louisiana alumina refinery resulted into an extensive
litigation, involving a myriad of claims.  Among these claims
are the subrogation claims brought by certain re-insurers led by
AXA Corporate Solutions (U.K.) Ltd. of the Kaiser Aluminum
Corporation Debtors' first party property damage and business
interruption insurance coverage applicable to the explosion.  A
dispute also arose between the Debtors and AXA over the amount
of recovery the Debtors were entitled to receive from AXA under
the first party property loss and business interruption
insurance coverage for the Gramercy refinery.

On August 1, 2001, the Debtors and AXA reached an agreement with
respect to their dispute on the Debtors' insurance recovery
entitlement.  The 2001 Settlement Agreement consisted of AXA's
payment of over $300,000,000 to the Debtors plus a revenue
sharing and joint prosecution agreement to share in future
recoveries from the Third Party Defendants.  The Debtors later
receive the first $17,000,000 from the recoveries against the
Third Party Defendants.  Thereafter, the Debtors' percentage
from recoveries was one-third, and was to decrease further as
total recovery amounts increased.

Before the case went to the jury, the Debtors settled claims
with all the Third Party Defendants except Thomas and Betts
Corporation and Schweitzer Engineering Laboratories, Inc.
During jury deliberations, Thomas and Betts offered to settle
the claims but the Debtors refused.  The jury then returned a
verdict in favor of Thomas and Betts and Schweitzer.

AXA contends that the Debtors breached the revenue sharing and
joint prosecution agreement when they refused to settle with
Thomas and Betts.  AXA has threatened to pursue its claim for
damages due to the Debtors' alleged breach.

Thus, the Debtors ask the Court to approve another Settlement
Agreement with AXA in order to eliminate the risk that AXA may
prevail on its claims against the Debtors.  The AXA Settlement
also will extricate the Debtors out a complex web of payment
obligations and duties to prosecute claims against the two
remaining Third Party Defendants.

The salient terms of the Settlement Agreement are:

A. Settlement Payments, Assignment of Claims and Indemnification

    -- The Debtors and AXA will each retain all disbursements
       previously received pursuant to the 2001 Settlement
       Agreement;

    -- The Debtors will receive a portion of escrowed funds
       previously obtained in settlement with certain Third Party
       Defendants and will waive any right to reimbursement for
       payments made in support of the litigation of claims
       against the remaining Third Party Defendants;

    -- AXA will have the exclusive right to settle or try the
       claims against the remaining Third Party Defendants and
       will receive 100% of any recoveries;

    -- AXA will indemnify and hold harmless the Debtors on any
       claim for costs arising out of any litigation or
       settlement with the Third Party Defendants;

    -- AXA will also indemnify the Debtors from the claim by
       Terrence Hayes for any costs and fees that KACC is
       obligated to expend in compliance with any agreements
       between Kaiser and Mr. Hayes.  Mr. Hayes has asserted a
       personal injury claim against the Debtors as a result of
       the Gramercy explosion.  Mr. Hayes' motion to liquidate
       his claim has been denied by the Court.  Mr. Hayes,
       however, has appealed his case to the District Court; and

    -- The Debtors will assign AXA all of their rights to share
       with Mr. Hayes' recoveries from Third Party Defendants.

B. Mutual Release and Cooperation Between the Parties

    -- The Debtors and AXA will release each other from all
       claims or liabilities arising from the Gramercy Explosion;

    -- This Settlement Agreement supersedes any and all
       obligations arising from the previous Settlement
       Agreement; and

    -- The Debtors will reasonably cooperate with AXA to
       effectuate the transfer of responsibility for, and control
       of, litigation of claims against the Third Party
       Defendants and the prosecution of the claims.

While the Debtors believe strongly in the liability of the
remaining Third Party Defendants, Patrick M. Leathem, Esq., at
Richards, Layton & Finger, notes that the proposed settlement
with AXA is a fair and reasonable resolution of the outstanding
claims against them.  The Settlement Agreement also will
unburden the Debtors of any liability in connection with AXA's
breach of duty claims.  These claims allegedly exceed
$48,000,000.  In exchange for this benefit, Mr. Leathem explains
that the Debtors are giving up a relatively small percentage of
a potential recovery from the two remaining Third Party
Defendants.

The other re-insurers are:

     * Allianz Insurance Company;
     * Certain Underwriters at Lloyd's, London;
     * Compagnie Transcontinentale De Reassurance;
     * Houston Casualty Company;
     * Lexington Insurance Company;
     * Munich Reinsurance Company;
     * National Union Fire Insurance Company of Pittsburgh, PA;
     * Qatar General Insurance and Reinsurance Company;
     * Q.B.E. International Insurance, Ltd.;
     * Sorema Insurance Company;
     * Swiss Re New Markets A.G.;
     * Winterthur Swiss Insurance Company;
     * Zurich Specialties (London) Ltd.
(Kaiser Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

Kaiser Aluminum & Chemicals' 12.75% bonds due 2003 (KLU03USR1)
are trading at 17 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KLU03USR1for
real-time bond pricing.


KMART CORP: SEC Seeks Further Extension of its Claims Bar Date
--------------------------------------------------------------
The Securities and Exchange Commission wants another extension
of their deadline to file proofs of claims against Kmart
Corporation and its debtor-affiliates.  The Commission seeks to
extend the bar date with respect to their claims to three more
months -- until January 29, 2003.

The Commission also asks that the claims bar date be extended,
as necessary, until April 29, 2003, without further order from
the Court through a written stipulation with the Debtors.

SEC Attorney, Elinor D. Sosne, Esq., points out that an
extension of the present deadline will allow the Commission to
determine how large a claim, if any, it may file in the Debtors'
cases. Therefore, the Commission is prevented from having to
prematurely file a substantial claim merely to protect its
potential rights.  Ms. Sosne informs the Court that the staff of
the Commission is currently investigating potential claims that
it may assert against the Debtors.  Hence, filing a claim in
accordance with the October 29, 2002 bar date may well result in
an unnecessary expediture of the resources of this Court, and
the Debtors.

According to Ms. Sosne, the Commission already talked with the
Debtors' counsel about a possible extension of the claims bar
date and the counsel agreed.  The Debtors' counsel has also
agreed that the extension of time without prejudice to the
Commission's right to seek another extension until April 29,
2003.  The parties' will file a stipulation with this Court.
(Kmart Bankruptcy News, Issue No. 36; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

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


MASSEY ENERGY: Reports Cost Improvements in 3rd Quarter Results
---------------------------------------------------------------
Massey Energy Company (NYSE: MEE) reported financial results for
its third quarter ended September 30, 2002.  "We are very
pleased to report a marked improvement in our operating
performance for the quarter," stated Don L. Blankenship, Massey
Energy's Chairman and CEO.  Coal revenues increased 12% in the
quarter, to $343.2 million from $306.7 million for the prior
year period ended September 30, 2001.  Coal sales for the
quarter increased by 2% to 10.9 million tons in 2002 from 10.7
million tons in 2001.  EBITDA for the third quarter totaled
$71.1 million compared to $49.3 million in the prior year's
quarter.

Massey reported a loss for the quarter of $1.1 million, compared
to a loss of $3.7 million for the comparable prior year period.
However, this quarter's loss included a non-cash expense of
$13.2 million pre-tax related to the write-off of capitalized
development costs at certain idled mines.  Excluding this
write-off, Massey earned $7.4 million for the third quarter,
compared to a loss of $0.5 million for the comparable prior year
period (after excluding a $7.6 million pre-tax write-off of
unamortized development costs at the Jerry Fork longwall mine
and a $3 million pre-tax gain from the refund of black lung
excise tax payments). "This improved profitability for the
quarter reflects considerable progress towards achieving the
reduction in per ton costs that is our primary management focus
at this time," said Blankenship.

"Productivity improved significantly at our room and pillar
mines, as evidenced by feet mined per shift, which increased
progressively throughout the quarter, and longwall results,
which were also encouraging," Blankenship continued.  "Over the
last half of the quarter, we have seen a payoff from our
underground maintenance and purchasing initiatives, which are
now being disseminated throughout the organization, and we
expect to see further improvement."

As a result, average operating cash costs per ton decreased to
$26.85 in the third quarter from $30.49 in the second quarter of
2002 ($28.01 per ton excluding a one-time charge related to the
Harman jury verdict). "We have along way to go to meet our
goals," said Blankenship, "but we made significant improvements
in our costs by the end of the quarter and expect to see further
improvements during the last quarter of the year."

The Company's liquidity improved by $68 million over the end of
the second quarter.  Massey ended the third quarter with
available liquidity of $140.5 million, including $125 million on
its bank revolver and $15.5 million in cash.  "We expect further
debt reduction in the fourth quarter as we continue to generate
free cash flow," said Blankenship. Massey had $275 million of
short-term borrowings from its $400 million bank credit facility
outstanding at September 30, 2002, with a total debt-to-book
capitalization ratio of 41.2% at September 30, an increase from
39.9% at December 31, 2001, but a decrease from 43.3% at June
30, 2002.  The Company continues to discuss with its banks a
possible extension of the $150 million portion of its existing
credit facility that expires on November 26, 2002, or, in the
alternative, the exercise of the Company's contractual right to
term out that portion of the facility for an additional year.

At September 30, 2002, the Company's balance sheets show a
working capital deficit of about $61 million.

As part of its annual budgeting process, the Company assesses
the future economic viability of capitalized development costs
at its temporarily idled mines.  This review, which was
concluded in the third quarter, included consideration of the
potential of operating temporarily idled mines, based on
expected mining conditions and Massey's assumptions of future
coal demand and prices.  Massey decided during the third quarter
to abandon certain idled mines or portions of mines leading to a
write-off of development costs.   The write-off of $13.2 million
pre-tax or $0.11 per share has been included in depreciation,
depletion and amortization.

The Company reported that the hot summer helped reduce
stockpiles of coal at utilities to near normal levels, but the
overall slowness in the general economic environment and tight
cash management by utilities contributed to relatively sluggish
demand during the quarter.  These conditions resulted in
deferrals of shipments by some of Massey's customers and delayed
the closing of steam coal sales contracts.  Sales contracts
finalized during the quarter were primarily for metallurgical
coal contracts for 2003 delivery.

Given these customer deferrals and several contract buyouts that
occurred during the third quarter, Massey now believes that it
will sell approximately 43 million tons in 2002.  Average sales
price per ton for 2002 is expected to be between $31.25 and
$31.50, compared to an average sales price per ton of $27.51 in
fiscal 2001.  Average sales price per ton was $31.57 for the
third quarter of 2002 and $31.47 for the year to date.

For 2002, EBITDA is estimated at between $200 and $220 million
and total DD&A is projected at approximately $210 million.
(Excluding the Harman jury verdict, EBITDA for 2002 is projected
at between $225 and $245 million.)  The Company expects cash
capital expenditures of approximately $150 million in 2002,
compared to $248 million for fiscal 2001.

Coal revenues of $997.6 million for the nine-month period ended
September 30, 2002 grew by 8% from $924.4 million for the same
period in 2001.  Tons sold decreased by 5%, from 33.5 million
tons in 2001 to 31.7 million tons in 2002, while coal production
decreased by 3% from 34.7 million tons in 2001 to 33.5 million
tons for the nine-month period in 2002.  For the first nine
months in 2002, Massey's loss was $19.5 million as compared to a
loss of $4.5 million during the same period in 2001.  EBITDA for
the nine-month period in 2002 was $150.7 million compared with
$152.8 million for the same period in 2001.

While coal demand remained relatively weak during the third
quarter, it is expected to accelerate late in the year or in the
early part of 2003, given normal winter conditions. Meanwhile,
the supply of coal in the Central Appalachian region has
decreased 6%, or over 12 million tons, year to date through the
month of September.  This supply constraint and further
production declines by producers throughout Central Appalachia
should support future coal prices.  "The extent and quality of
our reserves give Massey the opportunity to improve
profitability by returning to our historic position as a low
cost producer," said Blankenship.

The Company anticipates shipping 10.5 to 11.5 million tons for
the fourth quarter ending December 31, 2002 at an estimated
average price per ton of between $30.75 and $31.25.  The Company
projects financial results for the fourth quarter of between a
loss of $0.10 per share and earnings of $0.10 per share.  Free
cash flow available for debt reduction and other purposes is
estimated to be at least $50 million for the fourth quarter.

For 2003, an average sales price of between $30.00 and $31.00
per ton is expected on projected sales of 43 to 47 million tons.
Sales commitments for calendar 2003 currently total 36 million
tons.  Free cash flow available for debt reduction and other
purposes is estimated to be approximately $100 million for 2003.

Massey Energy Company, headquartered in Richmond, Virginia, is
the fifth largest coal producer by revenue in the United States.


MDC CORP: Posts Improved Financial Results for Third Quarter
------------------------------------------------------------
MDC Corporation Inc., of Toronto announced its financial results
for the third quarter and nine months ended September 30, 2002.

For the quarter ended September 30, 2002, revenue was $221.0
million, a decrease of 16% compared to the $262.3 million
achieved in the same quarter of 2001. Operating income before
other charges declined to $16.4 million from the $29.3 million
generated in 2001. However, when the results of operations that
have been sold, including Davis + Henderson, are excluded from
the prior-year third quarter, revenue increased over the third
quarter of 2001 by 7% from $202.7 million to $217.8 million.
Operating income calculated on the same basis improved by 25%
from $13.0 million to $16.2 million, a reflection of the
significant improvement across the Secure Transactions division
in revenue growth and improved efficiencies.

Net income for the quarter was $5.5 million, including a $1.9
million pre-tax gain on dispositions as compared with the loss
of $154.1 million as restated for the third quarter of 2001,
which contained the previously reported restructuring provision.

Comparative third quarter and year to date results have been
restated to recognize losses of $12.2 million and $15.8 million
respectively with respect to foreign exchange gains and losses
on non-hedged long-term monetary assets and liabilities in
accordance with changes to Canadian GAAP effective January 1,
2002. These losses, due to fluctuations in the Canadian to U.S.
dollar exchange rates, were previously deferred and amortized
over the term of the related item. Effective July 1, 2002,
management designated the Company's 10.5% U.S. Senior
Subordinated Notes as a hedge against the foreign exchange
exposure of the Secure Transactions U.S. operations. The
resulting net foreign exchange effect will in future be
reflected in the cumulative translation account within
shareholders' equity.

Basic earnings per share for the third quarter of 2002 was $0.30
versus an adjusted basic loss per share of $6.29 for 2001
calculated on a comparable basis excluding goodwill charges.
Fully diluted earnings per share for the quarter was $0.21
compared to an adjusted fully diluted loss per share of $6.29.
Cashflow from operations for the third quarter of 2002 was $11.0
million, a slight decrease from the $11.6 million achieved in
the prior year. Basic and fully diluted cashflow per share was
$0.63 and $0.42, respectively, compared to $0.65 and $0.48
achieved in 2001.

"We remain committed to the completion of the planned
divestiture of non- core assets. During the quarter, we
completed the sale of House of Questa, our U.K. stamp operation
and also completed the divestiture of our Australian ticketing
operations. The combined gross proceeds for these transactions
amounted to approximately $9.0 million," said Peter Lewis,
Executive Vice- President and Chief Financial Officer.

The Secure Transactions division reported sales for the third
quarter of $72.9 million and operating income before other
charges of $10.3 million. Excluding the results of disposed
operations, this represents a 7% increase in revenues over third
quarter 2001, and a significant improvement in operating income
of $4.2 million. On the same basis, operating margins increased
from 5% last year to 14% in Q3 2002. The significant increase in
operating income and margins was a result of improvements across
the division, particularly in our U.S. direct-to-consumer cheque
operation, and our North American stamp and Canadian card
operations.

Third quarter revenues for Maxxcom were $148.1 million, an
increase of $10.5 million compared to the $137.6 million
recorded in the third quarter of 2001. Operating income before
other charges, at $6.1 million, declined 14% from the $7.0
million generated in the same prior-year period. Operating
expenses for the quarter included $0.9 million in severance
costs related to a further reduction in staff as Maxxcom
continued to align costs with revenues.

"We are encouraged by the revenue growth achieved by Maxxcom in
the third quarter. Increased billings from the advertising
agencies, as well as an expansion of research and consulting
services, combined with increased demand for branding and
corporate identity services resulted in an 8% improvement
compared to the third quarter of last year," stated Miles S.
Nadal, Chairman and Chief Executive Officer. "Recent successes
in attracting new business combined with management's continued
focus on the reduction of infrastructure costs positions Maxxcom
for improved profitability from both the traditionally higher
fourth quarter revenues and an improving marketing
communications industry."

As previously announced on October 22, Custom Direct, Inc., a
wholly owned subsidiary of MDC, through the Custom Direct Income
Fund filed a preliminary prospectus with the securities
regulatory authorities in Canada in connection with a proposed
initial public offering of units of the Fund. If successful,
proceeds of the offering, together with proceeds from a new
credit facility, would be used to acquire from the Company an
approximate 80% interest in Custom Direct, Inc., MDC's U.S.
direct-to-consumer cheque business. Based upon yields of similar
recent offerings, gross proceeds to MDC would be expected to be
in the range of U.S.$140 million to U.S.$160 million (Cdn$220
million to Cdn$250 million).

"Overall we are very pleased with our results in the third
quarter and are encouraged by the momentum for the rest of the
year," stated Mr. Nadal.

MDC is a publicly traded international business services
organization with operating units in Canada, the United States,
United Kingdom and Australia. MDC provides marketing
communication services, through Maxxcom, and offers security
sensitive transaction products and services in four primary
areas: personalized transaction products such as personal and
business cheques; electronic transaction products such as
credit, debit, telephone & smart cards; secure ticketing
products, such as airline, transit and event tickets, and
stamps, both postal and excise. MDC shares are traded on the
Toronto Stock Exchange under the symbol MDZ.A and on NASDAQ
National Market under the symbol MDCA.

Maxxcom, a subsidiary of MDC Corporation, is a multi-national
business services company with operating units in Canada, the
United States and the United Kingdom. Maxxcom is built around
entrepreneurial partner firms that provide a comprehensive range
of communications services to clients in North America and the
United Kingdom. Services include advertising, direct marketing,
database management, sales promotion, public relations, public
affairs, investor relations, marketing research and consulting,
corporate identity and branding, and interactive marketing.
Maxxcom shares are traded on the Toronto Stock Exchange under
the symbol MXX.

                            *   *   *

As reported in the May 31, 2002 issue of the Troubled Company
Reporter, Standard & Poor's revised its outlook on MDC Corp.,
Inc., to negative from stable following asset sales and a shift
in long-term strategy.

At the same time, the double-'B'-minus long-term corporate
credit rating and single-'B' subordinated debt rating on the
Toronto, Ontario-based company were affirmed.


MEDCOMSOFT INC: Net Capital Deficiency Narrows to $1.7 Million
--------------------------------------------------------------
MedcomSoft Inc., (TSE - MSF) announced financial and operating
results for its first fiscal quarter ended September 30, 2002.

                Overview of the First Quarter Activities

During this quarter MedcomSoft successfully continued its
consolidation efforts to restore profitable operations and
improve its sales and marketing activities in the United States.

      - On September 17, 2002, the Company closed a private
placement equity financing with net proceeds of $657,448.

      - The Company entered into settlement agreements with
certain creditors. On August 26, 2002, the Company reached a
settlement agreement related to certain matters, which carried
remaining commitments for approximately $3.7 million. On
September 30, 2002, the Company further reduced its liabilities
by reaching a settlement of certain unpaid expenses amounting to
approximately $350,000. In consideration of the foregoing, the
Company issued 750,000 common shares and agreed to pay up to
$270,000 as a percentage from future revenues and certain future
financings, and the lesser of $100,000 as a percentage of
certain future financings.

      - On September 13, 2002, the Company collected $135,913 in
investment tax credits for its 1998 taxation year, which were
previously disallowed.

      - The Company added several new resellers, considerably
improved its sales funnel and initiated negotiations for a
strategic alliance with a premium practice management developer
and vendor in the United States. On October 10, 2002, MedcomSoft
executed a strategic alliance agreement with MedStar System, LLC
located in Florida.

      - The Company entered into final negotiations with Lamsak
Pty Ltd., to settle the dispute that was subject to costly
arbitration proceedings. On October 3, 2002, a final settlement
agreement was concluded.

      - The Company restored personnel in all functional areas
and enhanced its sales and marketing team in preparation for
expanded sales and marketing activity starting in the second
quarter.

Through all these initiatives MedcomSoft ended this quarter with
a modest net income from operations of $9,881, an improved cash
position and further reduced liabilities.

At quarter end the company's future success is dependent on its
ability to maintain profitable operations, securing additional
financing, reducing its current liabilities and improving its
revenue stream through better market penetration in the United
States.

                      Results of Operations

Revenue for the quarter was $226 thousand compared to $386
thousand for the first quarter last year. For the quarter, the
gross margin was $215 thousand or 95% of revenue compared to
$357 thousand or 92% of revenue for the first quarter in the
prior year. Revenues recognized during the quarter included $60
thousand from utilization fees in Canada and the remainder was
attributed to the sale of MedcomSoft Record licenses and related
services in the United States.

Loss from operations in the first quarter was $22 thousand
compared to a loss from operations of $4.2 million in the first
quarter of last year. The Company realized a net income after
tax in the first quarter of $10 thousand compared to a net loss
after tax $5.3 million for the first quarter of last year.

At September 30, 2002 cash and short-term investments were $433
thousand compared to $13 thousand at the June 30, 2002 year-end,
an increase of $420 thousand. Accounts receivable increased to
$157 thousand compared to $29 thousand at the year-end.
MedcomSoft continues to have no long-term debt and capital lease
obligations were $36 thousand compared to $55 thousand at the
year-end. At the quarter ended September 30, 2002 there is a
capital deficiency of $1.7 million, compared to a capital
deficiency of $2.5 million at the year-end.

As at September 30, 2002, the Company's balance sheets show a
working capital deficit of about $2 million, and a total
shareholders' equity deficit of about $1.7 million.

                        Subsequent Events

On October 3, 2002, the Company reached a mutual agreement with
Lamsak and its affiliates in Australia to terminate and release
each other from all obligations under the Software License
Agreement and related contracts executed in May 2000 and
December 2000. Included in deferred revenue, as at September 30,
2002, is $483,333 in respect of Services, which are no longer
required to be carried out.

                            Outlook

MedcomSoft intends to increase its market presence in the
healthcare efficiency industry with a continued focus in the
United States during fiscal 2003. MedcomSoft believes that re-
establishing its sales and marketing efforts in the United
States will result in growth for the Company.

During the balance of fiscal 2003, the Company will be focusing
on:

      - securing additional financing to provide it with
        sufficient cash to execute its business plan;

      - seeking continued financial support from its suppliers;

      - strengthening and realigning its internal infrastructure
        to support primarily sales and marketing initiatives;

      - growing its VAR distribution channel in the United States
        to achieve wider customer access and develop an order
        backlog;

      - enhancing strategic alliances and relationships which
        promote the MedcomSoft Record brand and provide continued
        enhancement of the Company's core products offerings;

      - pursuing partnerships that can promote our core business
        by adding unique functionality to its products; and

      - ensuring that MedcomSoft remains at the technological
        forefront of the healthcare industry.

The Company has incurred significant accumulated operating
losses since it began operations and currently has a working
capital deficiency of $1.98 million. The Company's continued
existence is dependent upon its ability to maintain profitable
operations and obtain financing. The Company is currently
pursuing various options with its creditors and has made efforts
to restore profitable operations. However, there can be no
assurance that the Company will be able to maintain profitable
operations, nor that financing efforts will be successful.

MedcomSoft Inc., designs, develops and markets software
solutions for healthcare providers that are changing the way the
healthcare industry captures, manages and exchanges patient
information. As a result of MedcomSoft innovations, physicians
and managed care organizations can now easily and securely build
and exchange complete, structured, and codified electronic
patient medical records.

             Basis Of Financial Statement Presentation

While the interim financial statements have been prepared on the
basis of accounting principles applicable to a going concern,
several adverse conditions and events cast substantial doubt
upon the validity of this assumption.

The Company has incurred significant accumulated operating
losses since it began operations and currently has a working
capital deficiency of $1,980,073. The Company's continued
existence is dependent upon its ability to obtain financing and
to maintain profitable operations. The Company is currently
pursuing various options with its lenders and has made efforts
to restore profitable operations. However, there can be no
assurance that the Company will be able to maintain profitable
operations, nor that financing efforts will be successful.

If the going concern assumption were not appropriate for these
financial statements, then adjustments would be necessary in the
carrying values of assets and liabilities, the reported net
earnings and the balance sheet classifications used.

Revenue for the quarter was $226 thousand compared to $386
thousand for the first quarter last year. For the quarter, the
gross margin was $215 thousand or 95% of revenue compared to
$357 thousand or 92% of revenue for the first quarter in the
prior year. Revenues recognized during the quarter included $60
thousand from utilization fees in Canada and the remainder was
attributed to the sale of MedcomSoft Record licenses and related
services in the United States.

Loss from operations in the first quarter was ($22) thousand
compared to a loss from operations of ($4.2) million in the
first quarter of last year. The Company realized a net income
after tax in the first quarter of $10 thousand or $0.00 per
common share, compared to a net loss after tax ($5.3) million or
($0.23) per share for the first quarter of last year.

During the quarter, the Company recorded, as a reduction of
expenses, $218 thousand related to forgiveness of debt and $104
thousand related to investment tax credits, compared to nil in
the first quarter of the prior year.

There was no tax expense recorded in the first quarter as there
are sufficient non-capital loss carryforwards to reduce current
tax expense to nil, compared to $1.1 million of tax expense in
the first quarter of the prior year associated with the
Company's valuation of its future income tax asset during the
first quarter of the prior year.

                     Liquidity and Capital Resources

At September 30, 2002 cash and short-term investments were $433
thousand compared to $13 thousand at the June 30, 2002 year-end,
an increase of $420 thousand.

Cash outflow from operating activities was ($414) thousand for
the first quarter ended September 30, 2002 compared to cash
outflow from operating activities of ($3.8) million in the first
quarter of the prior year. Excluding the impact of net changes
in working capital items, the Company generated $34 thousand of
cash inflows from operations compared to cash outflow of ($3.4)
million for the first quarter of the prior year. The increase in
cash from operations during the first quarter of fiscal 2003
compared to the first quarter of last year is primarily a result
of the company aligning its operational costs with its current
sales levels.

Cash inflow from investing activities was $66 thousand for the
first quarter ended September 30, 2002 compared to a cash
outflow from investing activities of ($366) thousand for the
first quarter of the prior year. The cash inflow from investing
activities in the first quarter were attributable to the net
proceeds from the sale of capital assets compared to the
acquisition of capital assets during the first quarter of the
prior year.

In addition, the cash inflow from financing activities was $768
thousand for the first quarter ended September 30, 2002 compared
to $95 thousand for the first quarter of the prior year. The
cash flow from financing activities during the first quarter
reflected $787 thousand in private placement financing, whereas
the first quarter of the prior year reflected the exercise of
employee stock options, net of payments of capital lease
obligations during both periods.

Accounts receivable increased to $157 thousand compared to $29
thousand at the year-end due to the timing of sales collections.
Prepaid expenses of $49 thousand remained fairly consistent with
the balance at year-end and the Company continues to maintain
inventories sufficient to support immediate sales activities.

MedcomSoft continues to have no long-term debt and capital lease
obligations were $36 thousand compared to $55 thousand at the
year-end. Deferred revenue increased to $602 thousand compared
to $572 thousand at the year-end. This increase was attributable
to payments received on account of certain licenses sold to
United States physicians for which the company has not recorded
revenue, as training was not completed. Only a pro-rata portion
of maintenance contracts was recorded in revenue in the first
quarter, with the balance remaining in deferred revenue. As at
the quarter ended September 30, 2002 there is a capital
deficiency of ($1.7) million, compared to a capital deficiency
of ($2.5) million at the year-end.

The Company has incurred significant accumulated operating
losses since it began operations and currently has a working
capital deficiency of $1.98 million. The Company's continued
existence is dependent upon its ability to maintain profitable
operations and obtain financing. The Company is currently
pursuing various options with its creditors and has made efforts
to restore profitable operations. However, there can be no
assurance that the Company will be able to maintain profitable
operations, nor that financing efforts will be successful.

                     Arbitration with Lamsak

Subsequent to the first quarter, on October 3, 2002, the Company
reached a mutual agreement with Lamsak and its affiliates in
Australia to terminate and release each other from all
obligations under the Software License Agreement and related
contracts executed in May 2000 and December 2000. Included in
deferred revenue, as at September 30, 2002, is $483,333 in
respect of services, which are no longer required to be carried
out.


MEDCOMSOFT INC: Pursuing New Avenues to Raise Additional Capital
----------------------------------------------------------------
MedcomSoft Inc., (TSE - MSF) announced financial and operating
results for its year ended June 30, 2002.

                 Overview of the year's activities

Fiscal 2002 was a difficult year for MedcomSoft with numerous
new challenges arising throughout the entire period.

During the first quarter, Australian based Lamsak Pty. Ltd.,
MedcomSoft's largest customer at that time, failed to pay the
remaining amounts outstanding under their Software License
Agreement and the Software Customization Agreement. These
amounts were in excess of $4 million.

During the second quarter, Strategic Marketing Solutions, Inc.,
MedcomSoft's largest U.S. distributor at that time, became
insolvent and defaulted on the payment of license fees for over
100 systems, the majority of which were sold to healthcare
providers around the United States. At the same time MedcomSoft
encountered difficulties with the launch of its flagship U.S.
product "Record", originally scheduled for September 16th, due
to the tragic and disruptive events of September 11th.

During the third quarter, MedcomSoft was still facing retracted
market conditions in the U.S.; at the same time that it was
preparing the release of it's "Disease Management System",
establishing a name brand recognition for MedcomSoft Record,
rapidly downsizing the operation to conserve cash, while seeking
additional financing and conducting a lengthy and costly
arbitration process to recover unpaid amounts on its Australian
project. During the third quarter, the company was able to
secure a $2 million private equity financing. However,
notwithstanding extensive direct marketing efforts during the
quarter, revenues were still not sufficient to meet operational
requirements. Accordingly, the company took additional and
substantial cost reduction measures in an effort to align
expenditures with current sales levels. During the fourth
quarter, MedcomSoft continued its cost reduction measures,
terminated an additional number of employees in its Canadian
operation and disposed of certain capital assets to generate
additional working capital. By the end of the fourth quarter
MedcomSoft successfully reduced its loss from operations from
$5.27 million in Q1, $4.36 million in Q2, $4.32 million in Q3 to
$0.9 million in Q4.

Notwithstanding these challenges, MedcomSoft continued to
provide support to its Canadian install base, provided free
training and support to all the licenses sold by the insolvent
U.S. distributor in an efforts to gain user reference sites. The
Company maintained its sales effort and recruited and trained
additional Value Added Resellers for its products in the U.S.,
initiated settlement discussions with some of its major
creditors and disposed of some of its assets to generate working
capital. During the last two fiscal quarters, MedcomSoft
recruited and trained an additional 8 resellers and sold and
provided training for 32 new licenses for U.S. healthcare
providers.

At year-end, MedcomSoft has maintained and improved its
technical lead in the marketplace through the release of the
world's first dynamic Disease Management System, and, has
realigned its expenditures to more closely harmonize with its
expected sales levels. However, considering remaining
liabilities, limited corporate resources and a slower than
expected market penetration, the company's continued existence
is dependent on its ability to restore and maintain profitable
operations and obtain financing.

The company is currently pursuing various options to further
improve its revenue stream, while exploring new opportunities to
raise additional financing.

                        Results of Operations

Revenue for the year was $1.25 million compared to $18.0 million
last year. For the year, the gross margin was $1.1 million or
88% of revenue compared to $15.8 million or 88% of revenue for
the prior year. Revenues recognized during the year included the
sale of 94 MedcomSoft Record licenses in the United States
compared to none in the prior year. Revenues regarding the
licensing agreement for an Australian customer contributed
materially to MedcomSoft's financial performance during the
prior year, representing $17.6 million or 98% of revenue.

Loss from operations in the year was $13.1 million compared to
an income from operations of $5.4 million last year. The net
loss after tax in the year was $14.9 million, compared to an
income of $3.6 million for last year.

At June 30, 2002 cash and short-term investments were $13
thousand compared to $9.4 million at the June 30, 2001 year-end,
a decrease of $9.4 million. Accounts receivable decreased to $29
thousand compared to $172 thousand at the last year-end.
MedcomSoft continues to have no long-term debt and capital lease
obligations were $55 thousand compared to $134 thousand at the
last year-end. For the year ended June 30, 2002 there is a
capital deficiency of $2.5 million, compared to a shareholders'
equity at the last year-end of $10.3 million.

                          Subsequent Events

Private Placement Equity Financing

On September 17, 2002, the Company closed a private placement
equity financing with net proceeds of $657,448.

Investment Tax Credits

On September 13, 2002, the Company collected $135,913 in
investment tax credits for its 1998 taxation year, which were
previously disallowed.

Settlements with Creditors

Subsequent to June 30, 2002, the Company entered into settlement
agreements with certain creditors. On August 26, 2002, the
Company reached a settlement agreement related to certain
matters, which carried remaining commitments for approximately
$3.7 million. On September 30, 2002, the Company further reduced
its liabilities by reaching a settlement of certain unpaid
expenses amounting to approximately $350,000. In consideration
of the foregoing, the Company issued 750,000 common shares and
agreed to pay up to $270,000 as a percentage from future
revenues and certain future financings, and the lesser of
$100,000 as a percentage of certain future financings.

Australian Software License Agreement

On October 3, 2002, the Company reached a mutual agreement with
Lamsak and its affiliates in Australia to terminate and release
each other from all obligations under the Software License
Agreement and related contracts executed in May 2000 and
December 2000.

                            Outlook

MedcomSoft intends to increase its market presence in the
healthcare efficiency industry with a continued focus in the
United States during fiscal 2003. MedcomSoft believes that re-
establishing its sales and marketing efforts in the United
States will result in growth for the Company.

The Company has incurred significant accumulated operating
losses since it began operations and currently has a working
capital deficiency of $2.86 million. The Company's continued
existence is dependent upon its ability to restore and maintain
profitable operations and obtain financing. The Company is
currently pursuing various options with its creditors and has
made efforts to restore profitable operations. However, there
can be no assurance that the Company will be able to restore and
maintain profitable operations, nor that financing efforts will
be successful.

MedcomSoft Inc., designs, develops and markets software
solutions for healthcare providers that are changing the way the
healthcare industry captures, manages and exchanges patient
information. As a result of MedcomSoft innovations, physicians
and managed care organizations can now easily and securely build
and exchange complete, structured, and codified electronic
patient medical records.


METROCALL INC: Del. Court Fixes Nov. 25, 2002 Admin. Bar Date
-------------------------------------------------------------
Pursuant to Article II, Section B of Metrocall, Inc., and its
debtor-affiliates' Joint Plan of Reorganization, the United
States Bankruptcy Court for the District of Delaware sets
November 25, 2002, as the Administrative Bar Date for holders of
administrative claims on the Debtors to file their requests for
payment, or be forever barred from asserting that claim.

Written request for payment must be filed with the Bankruptcy
Court, with the same served on the Debtors' Counsel and the
Office of the U.S. Trustee.

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

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


MICROFINANCIAL INC: Violates Covenants Under Credit Agreement
-------------------------------------------------------------
MicroFinancial Incorporated (NYSE:MFI), a leader in Microticket
leasing and finance, announced its financial results for the
third quarter and the nine months ended September 30, 2002.

Third quarter revenue for the period ended September 30, 2002
decreased 22%, or $8.8 million to $30.5 million compared to
$39.3 million last year. Net income for the third quarter,
before an additional provision of $35 million discussed below,
was $1.4 million as compared with $3.6 million in the prior
year's third quarter. After the additional provision, earnings
were a net loss of $19.6 million. Besides the additional
provision, the decline in earnings for the quarter is primarily
the result of a 29% reduction in lease and loan revenues to
$12.8 million and a 43% decline in service fee and other
revenues to $4.4 million as compared with the third quarter
ended September 30, 2001. Additionally, gross lease investment
was down 7.8% or $34.4 million from the same period last year,
caused in part by lower than anticipated lease origination
volumes.

As part of management's ongoing analysis of its portfolio, it
has determined that an additional allowance of $35 million is
warranted. This additional allowance will provide for 104%
coverage of our 90-day past due accounts as compared to previous
quarters which had coverage in the 50-60% range. This provision
will reserve against certain dealer receivables, as well as
delinquent portfolio assets. In the past, dealer receivables had
been offset, in some instances, against the funding of new
contracts. Since we have temporarily suspended the funding of
new deals we feel that the collection of these receivables will
be more difficult. Although the company will continue to pursue
collections on these accounts, management believes that the cost
associated with the legal enforcement would outweigh the
benefits realized.

Total operating expenses for the quarter before the additional
provision remained relatively flat at $28 million compared to
the same period in 2001. Interest expense declined 29% to $2.5
million as a result of lower debt balances of approximately $9.0
million and lower interest costs of approximately 162 basis
points. Selling, General and Administrative expenses decreased
$0.6 million to $10.3 million for the third quarter ended
September 30, 2002 versus $10.9 million for the same period last
year. The majority of the decreases are attributable to
reductions in personnel related expenses and collection
expenses. The provision for credit losses, before the additional
provision, decreased to $9.7 million for the quarter ended
September 30, 2002 from $15.1 million for the same period last
year, while net charge offs decreased 17% to $9.8 million. Past
due balances greater than 31 days delinquent at September 30,
2002 increased to 17.2% from 17.0% last quarter.

Revenues for the nine months ended September 30, 2002 decreased
16% to $98.8 million compared to $117.2 million during the same
period in fiscal 2001. Net income for the nine months ending
September 30, 2002 was $6.6 million before the additional
provision. Including the additional provision, the net loss for
the nine months ending September was $14.4 million versus net
income of $14.2 million for the same period last year. Fully
diluted earnings per share for the nine months was $0.51 before
the provision. Including the additional provision, fully diluted
earnings per share for the nine months was a loss of $1.12
versus a profit of $1.10 for the same period in 2001.

Based upon the results for the third quarter, the company is no
longer in compliance with the terms of its revolving credit
facility. Management is in the process of working with its
lenders to receive a waiver for the covenant violation.
Management recently announced that it is in the process of
generating a plan to revise its capital structure, and business
and operating strategy in order to streamline the business
during these difficult economic times. The revolving credit
facility was converted to a three-year term loan on September
30, 2002.


MIRANT: S&P Cuts TIERS Series 2001-14 Certificates Rating to BB
---------------------------------------------------------------
Standard & Poor's Rating Services lowered its rating on TIERS
Fixed Rate Certificates Trust Series 2001-14's series MIR 2001-
14 (TIERS 2001-14) to double-'B' from triple-'B'-minus.

The lowered rating follows the lowering of Mirant Corp.'s long-
term corporate credit and senior unsecured debt ratings on
October 21, 2002.

TIERS 2001-14 is weak-linked to the rating on its underlying
collateral, Mirant Corp.'s senior unsecured debt. The lowered
rating reflects the credit quality of the underlying securities
issued by Mirant Corp.

A copy of the Mirant Corp.-related press release, dated October
21, 2002, is available on RatingsDirect, Standard & Poor's Web-
based credit analysis system.

                        Rating Lowered

         TIERS Fixed Rate Certificates Trust Series 2001-14
       $400 million fixed-rate trust certs series MIR 2001-14

                            Rating
                         To       From
              Certs      BB       BBB-


MORTGAGE CAPITAL: Fitch Affirms Low-B Ratings on 5 Note Classes
---------------------------------------------------------------
Mortgage Capital Funding, Inc.'s mortgage pass-through
certificates, series 1998-MC2 are affirmed by Fitch Ratings as
follows: $123.3 million class A-1, $514.2 million class A-2, and
interest-only class X at 'AAA'; $48 million class B at 'AA'; $58
million class C at 'A'; $60.6 million class D at 'BBB'; $37.9
million class E at 'BBB-'; $12.6 million class F at 'BB+'; $25.2
million class G at 'BB'; $7.6 million class H at 'BB-'; $15.1
million class J at 'B' and $7.6 million class K at 'B-'. Fitch
does not rate the $11.1 million class L certificates. The
affirmations follow Fitch's annual review of the transaction,
which closed June 1998.

As of the October 2002 distribution date, the aggregate
collateral balance has decreased by 8.9% to $919.5 million from
$1 billion at closing. ORIX, as master servicer, provided year-
end 2001 operating statements for 97.7% of the pool balance. The
YE 2001 weighted average debt service coverage ratio is 1.60
times compared to 1.59x as of YE 2000 and 1.54x at issuance.

Fitch maintains an investment grade credit assessment on two
loans, 375 Hudson Street (18.3% of the pool) and Wellpoint
Office Complex (5.2%). The 375 Hudson Street loan is secured by
a class A office building located in Manhattan. The rating of
the loan is dependent upon the rating of the largest tenant in
the building, Saatchi & Saatchi. The rating of Wellpoint Office
Complex loan is also dependent upon the rating of the lease
guarantor, Wellpoint Health Networks, which remains investment
grade. The loan is secured by a 13-story office tower and three
single story buildings.

Fitch lowered its credit assessment of the Minneapolis City
Center to below investment grade due to the decline in DSCR and
the 9% additional vacancy that will occur when Target vacates 6
floors upon lease expiration at the end of 2002. Twenty loans
(7.2%) are in special servicing, including six (3.2%) that are
delinquent as follows: five 90+ days (2.9%) and one real estate
owned (0.3%). A crossed pool of 11 loans was transferred to
special servicing due to non-monetary default. These loans are
expected to return to the master servicer. Loss estimates on the
remaining loans in special servicing are expected to be fully
absorbed by the unrated class L.

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


NAT'L EQUIPMENT: S&P Cuts Ratings to B- on Bad Market Conditions
----------------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit
and senior secured debt ratings on National Equipment Services
Inc., to single-'B'-minus from double-'B'-minus. The
subordinated debt rating was lowered to triple-'C' from single-
'B'. The downgrades reflect deteriorating construction market
conditions and the company's near-term refinancing risk.
Operating performance has been affected by the sluggish economy.
In addition, the company is confronted with significant
maturities and liquidity issues that have required noncore asset
sales, headcount reductions, and other cost reductions. The
outlook is negative.

Total debt outstanding is about $750 million.

"The ratings reflect the company's weakened position in the
highly fragmented equipment rental industry, limited liquidity,
and near-term refinancing issues," said Standard & Poor's credit
analyst John R. Sico.

NES operates in more than 180 locations in 35 states and Canada.
offering general construction and other equipment to
construction, petro-chemical, and industrial end users.

The expected broad-based economic recovery in the second half of
2002 has failed to materialize to any great extent, and any
meaningful recovery in the key nonresidential construction
markets is not likely to occur until at least mid 2003.
Profitability has weakened as a result of a 20% decline in
nonresidential construction spending and industry overcapacity.
While utilization of equipment is higher, pricing is down by 5%-
10%, affecting sales significantly.

The company has had to approach its banks for covenant relief.
The company is also considering the sale of additional noncore
businesses and a reduction in headcount. In addition, to
conserve capital NES is holding down capital spending, which is
expected to be about $38 million for 2002 and $57 million in
gross capital expenditures in 2003. Meanwhile, in granting the
amendments, the banks have reduced the facility to $550 million
and placed other restrictions on the company, limiting its
financial flexibility. Moreover, the company needs to extend or
refinance its credit facility that is due in July 2003 and $275
million in notes due in November 2004.

Failure to make progress on refinancing near-term debt
maturities could lead to a lower rating.


NATIONSRENT INC: Wants More Time to Make Lease-Related Decisions
----------------------------------------------------------------
NationsRent Inc., and its debtor-affiliates are still engaged in
an active review of their unexpired leases of non-residential
real property, Michael J. Merchant, Esq., at Richards, Layton &
Finger, P.A., tells the Court.  However, the Debtors have not
yet completed the review and evaluation of all the leases and
may need some more time do so.  According to Mr. Merchant, the
Debtors want to determine how each of the leases will factor
into the implementation of their business plan and their
restructuring efforts as a whole.

To recall, on April 2, 2002, the Court issued an order extending
the Debtors' lease decision period until the Confirmation Date,
with the exception of certain objecting parties.  With respect
to the Objectors, the Court limited the lease decision period.

Thus, the Debtors ask the Court for a third extension of the
lease decision period with respect to the Objectors' leases.
The Debtors propose to extend the lease decision deadline
through and including February 17, 2003.

The Objectors include: 2700 Properties, Inc.; Lloyd Wells Gift
Trust Dated November 24, 1987, Wells-CECO, L.P, and Lloyd Wells,
as Trustee of the Lloyd Henry Wells Family Trust Dated August
19, 1980 and Wells Sherman, L.P., as to a 99% Interest and Janet
Williams, Trustee of the Janet Williams Gift Trust Dated March
3, 1997, Trust A as to the Remainder; Broland, Inc.; FLT
Investments, Inc. and Family Venture Inc. of Orlando; Triple V
Properties, Inc.; W.G. Loomer, Jr. and Daisy G. Loomer; and
James L. Ziegler, R. Nancy Ziegler, Samco Enterprises, LLC,
Garzarelli Investment Company, LI.C, JR Equipment, Inc., John P.
Greene and Diana L. Greene, as Trustees for the Greene Family
Trust Dated March 21, 1991, Charleigh Davis and Steve Koehler;
TS Realty Corporation, Lets Leasing, 1nc., Elliott Prigozen and
Lynn Prigozen,; and the Joanne B. Greenbaum 1983 Trust and Carol
Greenbaum.

As of the Petition Date, the Debtors were tenants under 265
unexpired leases.  Majority of these leases relate to 245 rental
centers located in 26 states.  Presently, the Debtors have
sought to reject 34 leases for those locations where they no
longer operate NationsRent stores.

Mr. Merchant relates that the Debtors are currently spending a
great deal of time working toward refining their business plan
and coordinating its implementation.  The Debtors recently hired
D. Clark Ogle as their new CEO.  Mr. Ogle has been actively
engaged in evaluating and refining the Debtors' business plan
and working with the other members of the Debtors' senior
management team to adjust the goals and focus of the plan to
address the significant changes in the equipment rental industry
that have occurred since the time that the Debtors initially
formulated their business plan.  Mr. Ogle and the Debtors'
senior management team must also ensure that the Debtors have a
strong presence in critical markets and sufficient equipment
fleet availability to meet customer needs in those markets.

In connection with this review, the Debtors are focused on their
equipment agreement renegotiation effort and their effort to
recharacterize certain of the "leases" as financing agreements.
Consequently, the Debtors simply have been unable to thoroughly
evaluate all of the Leases, including the Objectors' Leases, to
determine which will serve an important role in their overall
restructuring efforts.

Aside from Mr. Ogle, the Debtors recently retained the services
of UBS Warburg, LLC as their financial advisors.  UBS will
assist them in originating, negotiating and structuring a
strategic transaction with a third party.  Thus, Mr. Merchant
explains, the Debtors must be very careful not to assume or
reject a particular Lease without considering the impact that
decision might have on the marketability of their business to a
third party.  The Debtors must be very cautious not to reject a
property that would later be a valuable asset to a third party
to any transaction. Likewise, the Debtors must be careful not to
assume a lease that would prove undesirable in light of the
structure and scope of any strategic transaction with a third
party.

Without an extension of the deadline with respect to the
Objectors' Leases, Mr. Merchant says, the Debtors are at risk of
prematurely and improvidently:

     -- assuming the Objectors' Leases that the Debtors later
        discover are burdensome, thus creating potential
        administrative claims; or

     -- rejecting the Objectors' Leases that the Debtors later
        discover are critical to their reorganization efforts.

This result would have a significant negative impact on Mr.
Ogle's business planning efforts as well as UBS Warburg's
efforts to successfully originate, negotiate and structure any
transaction with a third party.

A hearing on the Debtors' request is scheduled on November 4,
2002.  Pursuant to Rule 9006-2 of the Local Rules of Bankruptcy
Practice and Procedures of the Delaware Bankruptcy Court, the
deadline to make lease decisions with respect to the Objectors
is automatically extended through the conclusion of that
hearing. (NationsRent Bankruptcy News, Issue No. 21; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


PAC-WEST TELECOMM: Will Publish Third Quarter Results on Nov. 11
----------------------------------------------------------------
Pac-West Telecomm, Inc. (Nasdaq: PACW), a provider of integrated
communications services to service providers and business
customers throughout the western U.S., announced the date for
its third quarter 2002 earnings release and conference call.

Pac-West plans to announce its financial and operating results
for the third quarter 2002 on Monday, November 11, 2002, after
market close.  An investor conference call will be held on
Tuesday, November 12, 2002 at 7:30 a.m. Pacific Time/10:30 a.m.
Eastern Time. Investors are invited to participate by dialing
888-316-9407 or 630-395-0034 (Passcode: Pac-West; Leader: Wally
Griffin). The call will be simultaneously webcast on Pac-West's
Web site at http://www.pacwest.com/investor An audio replay
will be available through November 26, 2002 by dialing 800-945-
7247 or 402-220-3564.

Founded in 1980, Pac-West Telecomm, Inc. supplies Internet
access services to Internet and other types of service
providers, and integrated voice and data communications services
to small and medium-sized businesses. The company estimates that
its network carries over 20% of the Internet traffic in
California. Pac-West currently has operations in California,
Nevada, Washington, Arizona, and Oregon.  For more information,
please visit the company's Web site at http://www.pacwest.com

As reported in Troubled Company Reporter's August 8, 2002
edition, Pac-West is currently reviewing its debt obligations
and is considering various alternatives to continue to reduce
such obligations and borrowing costs, including, among other
things, the purchase of additional Senior Notes.  The manner,
volume and timing of such purchases, if any, would depend on
then current market conditions for our Senior Notes.


PACIFIC GAS: Wants Nod to Refund $3.5-Mill. Pole Removal Charges
----------------------------------------------------------------
Pacific Gas and Electric Company has an ongoing project to
convert electric service from overhead to underground
facilities.  According to Ceide Zapparoni, Esq., at Howard,
Rice, Nemerovski, Canady, Falk & Rabkin, P.C., the project
involves removing old overhead facilities, including poles,
wires, transformers, and switches, and installing new
underground electric service facilities. Under the California
Public Utilities Commission Electric Tariff Rule 20-B, PG&E will
replace its existing overhead electric facilities with
underground electric facilities along public streets and roads
or other locations mutually agreed upon when requested by an
applicant if a number of conditions are met.

Among these Rule 20-B conditions are:

   -- applicants must:

      (a) agree to transfer ownership of facilities installed by
          the applicant like pads, vaults, conduits, and
          substructures, in good condition, to PG&E; and

      (b) pay a nonrefundable sum equal to the excess, if any, of
          the estimated costs of completing the underground
          system and building a new equivalent overhead system;
          and

   -- the area to be undergrounded must include both sides of a
      street for at least one block or 600 feet, whichever is the
      lesser, and all existing overhead communication and
      electric distribution facilities within the area must be
      removed.

From 1968 to 1995, PG&E paid for the costs of removing these
overhead facilities, including the poles.  Beginning in 1995,
PG&E reviewed Rule 20-B and determined that the Rule authorized
PG&E to charge customers for the pole removal costs when
converting to underground electric service.  Accordingly, at
that time, PG&E began charging customers for these costs.

On March 6, 2002, Mr. Zapparoni continues, the CPUC issued a
resolution ordering electric utilities to charge removal costs,
including pole removal costs, to their underground conversion
program budgeted allocations, rather than to their customers.
Resolution E-3757, as modified by the June 6, 2002 Order
Modifying Resolution E-3757 And Denying Rehearing Of The
Resolution As Modified, orders all charges for pole, line, and
equipment removal from customers requesting undergrounding of
overhead electric service to be identified and returned to those
customers with interest within 180 days of the effective date of
the Resolution -- that is March 6, 2002.  The interest payments
were be based on the commercial paper rate, and began from the
time the customers affected by Tariff Rule 20-B service started
paying for the removal.

As a result, PG&E currently owes:

   (1) 230 refunds for Rule 18 20-B pole removal costs plus
       interest from 1995 to April 6, 2001, totaling $3,509,644;

   (2) 52 refunds with respect to the postpetition period, i.e.
       from the Petition Date until immediately after the
       Resolution when PG&E stopped charging the customers.  PG&E
       owes $700,169 for postpetition pole removal refunds.

So as not to violate the CPUC Resolution, PG&E now seeks the
Court's authority to pay the refunds on account of pole removal
services from 1995 to April 6, 2001.

Mr. Zapparoni tells the Court that the Debtor will reimburse
postpetition removal charges in the ordinary course of business.
(Pacific Gas Bankruptcy News, Issue No. 47; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


PACIFICARE HEALTH: Third Quarter EBITDA Slides-Up 23% to $109MM
---------------------------------------------------------------
PacifiCare Health Systems Inc. (Nasdaq:PHSY), announced that
reported net income for the third quarter ended Sept. 30, 2002,
increased to $43.8 million, compared with reported net income of
$17 million for the third quarter of 2001.

Adjusting for the effect of the Jan. 1, 2002 adoption of
Financial Accounting Standard (FAS) 142, related to the
amortization of goodwill, last year's third quarter net income
would have increased by approximately $15 million.

Operating income, excluding net investment income of $20.8
million, totaled $69.2 million, an increase of 66% over
operating income in the third quarter of 2001 as adjusted for
FAS 142.

"The company's third quarter results continue to reflect the
positive impact of our efforts to increase profitability in the
company's health plans division and specialty businesses," said
Howard G. Phanstiel, president and chief executive officer. "As
we continue to execute our strategic plan, the positive results
we've achieved over the last year-and-a-half will serve as a
great foundation for our ongoing efforts to build our commercial
business, diversify revenues and transform the company into a
consumer health organization."

                      Revenue and Membership

Third quarter 2002 revenue of $2.8 billion was 6% below the same
quarter a year ago, which was in line with the company's
previous guidance. The decrease was a result of lower senior
membership driven by a 212,000 (21%) member reduction in
Medicare+Choice, and a decrease in commercial HMO membership of
215,000 (8%). Partially offsetting the impact of the membership
declines were increases in commercial per member per month
(PMPM) premium yields of 15%, net of benefit buydowns, and
increases in senior PMPM premium yields of 8%.

PacifiCare's medical membership was approximately 3.2 million on
Sept. 30, 2002, down 12% year-over-year and 2% below the second
quarter of 2002. The decrease in commercial medical membership
was primarily attributable to the implementation of premium rate
increases, planned exits from unprofitable commercial markets,
and the termination of some provider contracts. The decrease in
senior membership was driven by county exits and member
disenrollment from the Medicare+Choice program resulting from
benefit reductions the company implemented at the start of the
year.

Other income, principally from the company's specialty
businesses, grew 10% from the third quarter of last year,
primarily due to increased mail service revenues earned by
Prescription Solutions. Although total specialty company
membership decreased approximately 5% year-over-year, reflecting
the overall decline in PacifiCare's medical membership noted
above, Prescription Solutions' unaffiliated membership increased
30% from the third quarter of last year.

Net investment income decreased $5.3 million from the year-ago
quarter due to the impact of lower interest rates on marketable
securities yields.

                        Health Care Costs

The consolidated medical loss ratio in the third quarter was
85.8%, 340 basis points lower than the MLR in the third quarter
last year, and 190 basis points lower than the MLR in the second
quarter of 2002. The commercial MLR decreased 250 basis points
from the same quarter last year to 87.0%, and was 50 basis
points lower than the MLR in the second quarter this year. The
year-over-year improvement was due primarily to premium rate
increases, which were partially offset by higher inpatient,
physician service and pharmacy costs.

The senior MLR, which includes both the company's
Medicare+Choice plans and its Medicare Supplement products,
decreased 420 basis points from the third quarter of 2001, to
84.8%, primarily due to premium rate increases and benefit
reductions implemented in 2002. The ratio decreased 300 basis
points compared with the prior quarter primarily due to
seasonality.

Additionally, benefit changes made at the beginning of the year,
as well as various disease management programs which decreased
utilization, resulted in a reduced rate of health care cost
increases. These MLR decreases resulted in a 43% increase in the
commercial gross profit margin, and a 48% rise in the senior
gross profit margin, on a PMPM basis compared with the third
quarter last year.

             Selling, General & Administrative Expenses

Selling, general and administrative (SG&A) expenses totaled $358
million in the third quarter, a 16% increase from the year-ago
quarter. Although work force reductions have been implemented in
conjunction with market exits and membership declines, as
previously indicated, SG&A spending is up in 2002 as a result of
numerous new product, technology and marketing initiatives, as
well as legal fees and litigation expenses and incentive
compensation accruals recorded in the quarter.

The company intends to continue taking steps designed to replace
the loss of unprofitable commercial membership in 2003, and to
enhance efficiency and productivity. The combination of
increased spending and lower premium revenues resulted in the
SG&A ratio rising to 13%, excluding net investment income. This
was 250 basis points above the third quarter last year and 180
basis points higher than the previous quarter.

                       Other Financial Data

Medical claims and benefits payable totaled approximately $1.1
billion at Sept. 30, 2002, comparable with the balance at June
30, 2002. Days claims payable for the third quarter increased by
2.1 days to 42 days compared with the prior quarter. At Sept.
30, 2002, days claims receipts on hand was approximately 6.1
days, 10% below the amount on hand a year ago.

Earnings before interest, taxes, depreciation and amortization
(EBITDA) totaled $109.3 million in the third quarter. This
represents a 23% increase from EBITDA of $88.7 million in the
previous quarter, excluding a non-cash charge of $18.3 million
taken in the second quarter related to unamortized senior credit
facility fees and recapitalization advisory fees.

Excluding the remaining $43 million in FHP bonds, for which a
cash collateral reserve has been created, the company's debt-to-
EBITDA ratio was 2.0 at the end of the third quarter based on
the last 12 months' pro forma EBITDA. Free cash flow, defined as
net income plus depreciation and amortization, less capital
expenditures, was approximately $40 million, up 9% from $36
million in the second quarter. The cash balance at the parent
company averaged $129 million during the third quarter.

Gregory W. Scott, executive vice president and chief financial
officer, added: "In light of the continued positive results
we've seen through three quarters of 2002, we are raising our
full year 2002 EPS guidance to $3.90, excluding non-recurring
charges and credits. This guidance takes into consideration our
plans to continue investing heavily during the fourth quarter in
strategic product and technology initiatives that are integral
to the company's future growth, as well as a projected seasonal
increase in the Medicare+Choice medical loss ratio."

                         *    *    *

As previously reported, Fitch Ratings upgraded PacifiCare
Health System, Inc.'s existing bank and senior secured debt
ratings to 'BB' from 'BB-'. Concurrently, Fitch upgraded
PacifiCare's senior unsecured debt rating to 'BB-' from 'B+'.
The Rating Outlook is Stable. The rating action affects
approximately $860 million of debt outstanding.

The rating action reflects the significant improvement in
PacifiCare's capital structure following the successful sale of
$500 million 10.75% senior notes due June 2009, the reduction in
outstanding bank debt, and the extension in the maturity of the
company's remaining bank debt. The sale of the notes settled on
May 21, 2002 at 99.389 to yield proceeds of $497 million.


PACIFICARE HEALTH: Enters Co-Branding Arrangement with CAN Group
----------------------------------------------------------------
PacifiCare Health Systems Inc. (Nasdaq:PHSY), announced that it
is partnering with CNA Group Operations, a business unit of CNA
insurance companies, to offer its life, accidental death and
dismemberment and short-term and long-term disability products
to PacifiCare's commercial health insurance members.

This co-branded arrangement will allow PacifiCare to enhance its
existing relationships with employers, brokers and consultants
by offering life, accident and disability coverage from CNA to
all new and renewing employer groups with 51 or more employees.
Products for employers with 50 or fewer employees will be
available in early 2003.

"We joined forces with CNA to offer life, accident and
disability insurance program with the same dedication to quality
and affordability as our health insurance plans," said Brad
Bowlus, president and chief executive officer of PacifiCare
Health Plans. "As a consumer health organization, offering a
comprehensive life and disability insurance program is part of
our commitment to become a `one-stop shop' for employers and
consumers who want more choice and convenience for their
insurance needs."

PacifiCare will provide enrollment and eligibility, billing and
other employer-related services, creating a single-source
solution for employers who have health insurance through
PacifiCare. CNA will assist individual members by handling
claims and offering disability claims services and customer
service.

"Our partnership reflects a growing trend in today's health
insurance industry for consumers who want more choice and
convenience," said Robert L. McGinnis, executive vice president
and chief operating officer of CNA Group Operations. "The life,
accidental death and dismemberment and short-term and long-term
disability products from CNA, combined with PacifiCare's
commercial health insurance, can provide consumers with a
single-source solution for their insurance needs."

The life, accident and disability products that PacifiCare now
offers have competitive rates and innovative plan features,
including Beneficiary Assist(SM), which provides members with
grief counseling, legal services and financial planning. Other
services include an Assured Access account, which gives
beneficiaries the option of having proceeds deposited into an
interest-earning account they can access immediately through a
personalized checkbook. Through CNA Group Operations, the life,
accident and disability insurance products also provide global
travel assistance services, including 24-hour emergency medical
assistance, medical evaluation, legal assistance and emergency
cash service.

The life and disability products from CNA are underwritten by
Continental Assurance Co., Continental Casualty Co. or CNA Group
Life Assurance Co., three CNA companies that are rated "A" by
A.M. Best Co., the world's oldest and most authoritative
insurance rating and information source.

"Our partnership with CNA reinforces PacifiCare's transition to
a diversified consumer health organization," said Bowlus. "We
are building plans for the future by delivering more consumer-
driven programs tailored to fit the insurance needs of today's
consumers. Our new partnership with CNA shows we are taking
action to deliver products and services beyond the scope of
traditional health insurance."

CNA is a leading insurance organization offering a broad range
of insurance products and insurance-related services in the
property and casualty, life, group and reinsurance markets.
Visit CNA at http://www.cna.com CNA is a registered service
mark, trade name and domain name of CNA Financial Corp.

PacifiCare Health Systems is one of the nation's largest
consumer health organizations with approximately $11 billion in
annual revenues. Primary operations include health insurance
products for employer groups and Medicare beneficiaries in eight
states and Guam, serving more than 3 million members. Other
specialty products and operations include pharmacy and medical
management, behavioral health services, life and health
insurance and dental and vision services. More information on
PacifiCare Health Systems can be obtained at
http://www.pacificare.com

                         *    *    *

As previously reported, Fitch Ratings upgraded PacifiCare
Health System, Inc.'s existing bank and senior secured debt
ratings to 'BB' from 'BB-'. Concurrently, Fitch upgraded
PacifiCare's senior unsecured debt rating to 'BB-' from 'B+'.
The Rating Outlook is Stable. The rating action affects
approximately $860 million of debt outstanding.

The rating action reflects the significant improvement in
PacifiCare's capital structure following the successful sale of
$500 million 10.75% senior notes due June 2009, the reduction in
outstanding bank debt, and the extension in the maturity of the
company's remaining bank debt. The sale of the notes settled on
May 21, 2002 at 99.389 to yield proceeds of $497 million.


PARAGON TRADE: Wins Favorable Ruling in $400MM Indemnity Case
-------------------------------------------------------------
A 55-page Order by U.S. Bankruptcy Judge Margaret Murphy
granting Summary Judgment on liability against Weyerhaeuser
Company and in favor of the bankruptcy estate of Paragon Trade
Brands Inc., was entered Wednesday.

The Order also denied Weyerhaeuser's motion to strike the
testimony of Paragon's expert witnesses, and Weyerhaeuser's
cross-motion for summary judgment. In reaching her decision,
Judge Murphy concluded that Weyerhaeuser breached four
contractual warranties it made to Paragon, that the warranties
were enforceable, and that the Paragon estate is entitled to
recover damages arising from or relating to Weyerhaeuser's
breach of the warranties. Andrews & Kurth's client in the $400
million indemnity action is Randall Lambert, who was appointed
the Litigation Claims Representative of the bankruptcy estate of
Paragon pursuant to Paragon's confirmed plan of reorganization.

Judge Murphy's decision was announced from the Bench after the
conclusion of oral argument on the cross-motions for summary
judgment in June. The written Order entered today memorializes
and sets forth in detail the basis for the decision. The issue
before the Court was whether Weyerhaeuser breached four
warranties contained in the contracts by which it transferred to
Paragon the assets relating to Weyerhaeuser's private label
diaper business, concurrent with Weyerhaeuser's sale of 100% of
Paragon's stock to the public in a 1993 IPO. The Court concluded
that Weyerhaeuser did in fact breach the four warranties,
because, among other things, the intellectual property assets
Weyerhaeuser transferred to Paragon were not adequate to conduct
the business that Weyerhaeuser was operating at the time of the
IPO. The products and patents at issue were all related to an
inner leg gather (or dual cuff) disposable diaper, which was the
principal product upon which the business of Paragon was based
on at the time of the IPO, from which Weyerhaeuser collected
$240 million.

"We are pleased with Judge Murphy's Order," said John Lee, a
partner with Andrews & Kurth who represented the litigation
claims representative for Paragon. "Weyerhaeuser not only knew
they were infringing on the patents held by its competitors, but
they continued to delay and postpone an inevitable financial
disaster by continuing with the IPO," said Lee. "Judge Murphy's
carefully reasoned, 55-page Order was obviously the result of
her meticulous study of the entire record submitted on summary
judgment, which we believe conclusively established
Weyerhaeuser's liability. As Judge Murphy stated in her
decision, Weyerhaeuser was neither naive nor innocent.
Weyerhaeuser walked Paragon off the plank, and as a result of
the infringement claims and Paragon's subsequent bankruptcy,
shareholders and creditors were wiped out."

The Order sets up a trial to determine the damages the Paragon
estate is entitled to recover based on Weyerhaeuser's breach of
the warranties. The Court held that "causation has been
established given the language of the warranties at issue," and
that the "promises were false, and Paragon has suffered damages.
Once a breach of warranty is established, a plaintiff is
entitled to damages."

Paragon seeks actual damages that may exceed $400 million in the
action. According to Lee, the exact amount of damages, pre-
judgment interest and attorneys' fees will be determined in a
trial before Judge Murphy this fall or in early 2003. "It is at
that time we expect a final judgment to be entered," said Lee.
While Weyerhaeuser has stated it intends to contest liability on
appeal, Lee is confident the decision will be upheld, and an
appeal will only increase the total amount of the judgment. "If
Weyerhaeuser decides to appeal the decision, post-judgment
interest will continue to accrue. We are quite confident that
the Court reached the correct conclusion and that Judge Murphy's
decision will be upheld in the face of any appeal."

Lawyers representing Randall Lambert, the litigation claims
representative for Paragon, were Mr. Lee and Scott Locher of
Andrews & Kurth (Houston), and co-counsel Parker C. Folse, III
of Susman Godfrey L.L.P. (Seattle) and Charles E. Campbell of
McKenna Long and Aldridge L.L.P. (Atlanta).

Andrews & Kurth L.L.P., founded in 1902, is based in Houston,
has 375 lawyers and, in addition to its Houston office has
offices in Austin, Dallas, Los Angeles, London, New York and
Washington D.C. The firm's practice areas include appellate,
bankruptcy, business transactions, energy, environmental,
corporate and securities, labor and employment, litigation,
intellectual property, public law, project finance, real estate,
structured finance, asset securitization, technology and tax law
for U.S. and international clients.


PCNET INT'L: Obtains Extension of CCAA Protection Until Nov. 20
---------------------------------------------------------------
PCNET International Inc., (TSX-V: PCT) announced that an
extension of protection was granted until November 20, 2002
under the Companies' Creditors Arrangement Act pursuant to an
Order from the British Columbia Supreme Court. The extension was
granted based on a request for adjournment from the company's
major unsecured creditor.

Since the date the initial order was granted, PCNET has made
substantial progress towards finalization of a Plan of
Arrangement and the recapitalization financing necessary to
execute the Plan.

PCNET's customers remain unaffected by this announcement and the
company confirmed it has sufficient funds on hand to enable it
to continue normal operations during the CCAA process, and to
make payments to suppliers and others for authorized goods and
services received after the Initial Order was issued. PCNET is
committed to maintaining its usual high service levels to
customers during this period.


RADIO UNICA: Look for Third Quarter Results on November 14, 2002
----------------------------------------------------------------
Radio Unica Communications Corp. (OTC Bulletin Board: UNCA),
Hispanic America's talk and sports radio network, will be
releasing the Company's financial results for the third quarter
ended September 30, 2002, before the market opens on Thursday,
November 14, 2002.

In addition, the Company also announced it will host a
conference call to discuss its third quarter results on
Thursday, November 14, 2002, at 10:30 a.m. Eastern Time.  Those
wishing to listen to the call can visit the Company's investor
relations Web site at http://www.radiounica.com  A replay
of the conference call will be available until November 18,
2002, at midnight ET.  The replay can be accessed by dialing
(800) 633-8284 or (402) 977-9140, and entering 20999745.  The
replay will also be available on http://www.radiounica.com

Radio Unica Communications Corp., Hispanic America's talk and
sports radio network, broadcasts in Spanish, 24-hours-a-day
nationwide.  Radio Unica Network covers approximately 80 percent
of Hispanic USA through a group of owned and/or operated
stations and affiliates nationwide.  The Company's radio
operations include Radio Unica Network and an owned and/or
operated station group covering the top U.S. Hispanic markets
including Los Angeles, New York, Miami, San Francisco, Chicago,
Houston, San Antonio, McAllen, Dallas, Fresno/Bakersfield,
Phoenix, Tucson, Sacramento and Denver.  The Company also owns
MASS Promotions, Inc., the country's premier Hispanic sales
promotion and merchandising firm.  Radio Unica is traded on the
Over the Counter Bulletin Board under the ticker symbol "UNCA".
For more information about Radio Unica, please visit
http://www.radiounica.com

At June 30, 2002, Radio Unica's balance sheets shows a total
shareholders' equity deficit of about $111 million.


RAINTREE RESORTS: S&P Withdraws 'D' Long-Term Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'D' long-term
corporate credit and senior unsecured debt ratings on Mexican-
based Raintree Resorts International Inc. The company has not
provided Standard & Poor's with any information to continue with
the surveillance of the ratings.

On June 5, 2002, the ratings were lowered to 'D' (default) from
triple-'C' following the company's failure to pay a US$6.1
million coupon due June 1, 2002, on its US$94.5 million
outstanding senior notes maturing 2004.

Raintree is a developer, marketer, and operator of luxury
vacation ownership resorts in North America with resorts in
Mexico, the U.S., and Canada.


RATEXCHANGE CORP: Equity Deficit Widens to $5.4MM at Sept. 30
-------------------------------------------------------------
Ratexchange Corporation (AMEX:RTX), the parent company of RTX
Securities, announced financial results for the third quarter
2002. Revenue from continuing operations during the quarter
ended September 30, 2002 was $2,428,000, an increase of
$2,363,000 from the quarter ended September 30, 2001. Net loss
was $180,000 for the three months ended September 30, 2002, a
significant improvement from net loss of $13,371,000 for the
three months ended September 30, 2001. Net cash used in
operating activities was $389,000 during the third quarter 2002,
which compares favorably to $2,770,000 during the third quarter
2001.

Revenue from continuing operations for the third quarter 2002
increased by $419,000, or 21%, compared to the second quarter
2002, while net loss decreased from the second quarter by
$570,000, or 76%. Additionally, cash used in operating
activities was $389,000, which was $45,000 less than the second
quarter 2002. Cash, cash equivalents and marketable securities
amounted to $3,095,000 as of September 30, 2002, representing a
decline of $238,000, or 7%, compared to the balances as of June
30, 2002.

Ratexchange's September 30, 2002 balance sheets show a total
shareholders' equity deficit of about $5.4 million, up from $3.4
million as recorded at December 31, 2001.

"During the third quarter we continued to grow our business and
we achieved positive EBITDA for the first time in the history of
Ratexchange. We are not currently guiding investors that we will
be able to sustain positive EBITDA in the coming quarters as we
are a growing company operating in a volatile environment and
dependent on the production of a relatively small number of
professionals and customers. We are, however, encouraged by our
results and the progress we have made since launching our
securities broker-dealer and investment bank in January 2002 and
view this as a milestone achievement," said Jon Merriman, CEO of
Ratexchange.

"We continue to strongly believe that now is the time to build
an investment bank focused on emerging growth companies and
serving the needs of institutional investors who invest in these
companies. Most of the investment banks serving these sectors
have been acquired by larger financial institutions and are
refocusing their efforts on larger capitalization companies,
downsizing or, in some cases, closing their operations. The
combination of available talent, facilities, and the large
number of companies needing corporate services, investment
banking, and research and trading support, has created a large,
timely opportunity for RTX Securities," added Merriman.

"During the third quarter 2002, we:

      --  Transacted over 130 million shares of equity securities
          for customers through our securities broker-dealer;

      --  Increased the number of active institutional customers
          to 250, a 50% increase over the second quarter;

      --  Continued to hire professionals for RTX Securities in
          sales, trading and investment banking, including Jim
          Finerty, Managing Director of Institutional Equity
          Sales. During October we opened an office in Irvine,
          California adding five more professionals to our sales
          and trading group;

      --  Received authorization from the NASD to make markets in
          over-the-counter securities, which we commenced to do
          in October; and

      --  Introduced our capital markets advisory service for
          small capitalization corporate clients.

"In addition to results prepared in accordance with generally
accepted accounting principals, or GAAP, we also analyze our
results by excluding certain charges or credits that are
required by GAAP. These items, which are identified in the table
below, do not involve the expenditure or receipt of cash.

"Adjusting our quarterly GAAP results for the items identified
in the table above would increase our net loss per share to
$0.02 for the third quarter 2002 and decrease our net loss per
share to $0.14 for the third quarter 2001. These adjustments are
not in accordance with, or an alternative for, GAAP and making
such adjustments may not permit meaningful comparisons to other
companies."

                Certification of Financial Statements

In accordance with Securities and Exchange Commission, or SEC,
Order No. 4-460 and Section 906 of the Sarbanes-Oxley Act,
Chairman of the Board and Chief Executive Officer, D. Jonathan
Merriman and Chief Financial Officer, Gregory Curhan signed and
submitted to the SEC statements affirming the accuracy of the
Company's current and historic financial reports.

The Company is a securities broker-dealer and investment bank
focused on emerging growth companies and growth-oriented
institutional investors. It provides sales and trading services
primarily to institutions, as well as advisory and investment
banking services to its corporate clients. Its mission is to
become a leader in the researching, advising, financing and
trading of emerging growth equities. The team at RTX Securities
has 35 employees and is headquartered in San Francisco with
additional offices in Boston and Irvine, Calif. Its RTX
Securities subsidiary is registered with the Securities and
Exchange Commission as a broker-dealer and is a member of the
National Association of Securities Dealers, Inc.


RELIANT RESOURCES: Fitch Calls Orion Refinancing 'Favorable'
------------------------------------------------------------
Reliant Resources, Inc., announced on Tuesday that it has
executed a three year extension of $1.33 billion of outstanding
Orion Power subsidiary level bank debt on terms in line with
those previously outlined to Fitch Ratings. Fitch downgraded
RRI's senior unsecured debt rating to 'BB' from 'BBB-' on
September 18, 2002 and maintains RRI's Rating Watch Negative
status.

Fitch views the successful refinancing of the ORN bank
facilities, previously slated to mature in October and December
2002, as a favorable development. In particular, the extension
is an important first step in alleviating RRI's significant
near-term debt refinancing burden. However, as noted in Fitch's
previous analysis, the revised terms of the ORN bank debt will
substantially restrict RRI's ability to extract cash generated
by the ORN assets for debt service at the corporate level. Fitch
is maintaining its Rating Watch Negative for RRI pending the
successful re-negotiation of RRI's corporate level bank
facilities, including the $2.9 billion ORN acquisition bridge
loan maturing in February 2003. Given that RRI's corporate level
debt is now anticipated to be refinanced on a secured rather
than unsecured basis, resolution of the Rating Watch will also
focus on the collateral value available at the corporate level
to satisfy a potential new class of secured creditors.

In addition, RRI announced financial results for the third
quarter ended September 302, 2002. As expected the performance
of RRI's wholesale energy merchant segment was negatively
impacted by lower trading margins and depressed electric
commodity prices across most U.S. regions. Positively, RRI's
Texas retail business is performing well ahead of plan and as
anticipated has continued to provide RRI with somewhat of a
hedge against the lower results of the wholesale energy
business.


SMARTIRE SYSTEMS: Needs Immediate Financing to Continue Business
----------------------------------------------------------------
SmarTire Systems Inc., is engaged in developing and marketing
technically advanced tire monitoring systems designed for
improved vehicle safety, performance, reliability and fuel
efficiency. During the fiscal year ended July 31, 2002, the
Company earned revenues primarily from the sale of tire
monitoring systems for passenger cars.

SmarTire has three wholly-owned subsidiaries: SmarTire
Technologies Inc., SmarTire USA Inc., and SmarTire (Europe)
Limited.  SmarTire Technologies Inc., formerly Delta
Transportation Products Ltd., was the original developer of the
Company's patented technology. SmarTire USA Inc., was
incorporated under the laws of Delaware in May of 1997 as the
exclusive marketing agency for SmarTire in North America.
SmarTire (Europe) Limited was incorporated in the United Kingdom
on February 25, 1998 as the Company's exclusive sales and
distribution operation for Europe.

SmarTire Systems requires immediate financing in order to
continue in business as a going concern, the availability of
which is uncertain.  The Company requires immediate additional
financing to fund its operations and meet its overdue and
maturing debt obligation.

In connection with the restructuring of the Company's agreements
with TRW effective August 31, 2001, the Company agreed to pay
consideration of $3.3 million in cash and debt to TRW. Of this
amount, $500,000 was paid at closing. The balance of $2.8
million is evidenced by a promissory note dated August 31, 2001,
is secured by substantially all of the Company's personal
property, and bears interest at the rate of 6% per annum. The
Company made three principal payments, totaling $1,450,000 in
the aggregate, together with accrued interest, under the
promissory note during the nine months ended April 30, 2002. On
October 7, 2002 the Company paid TRW $250,000. TRW granted the
Company an extension to make the balance of the principal
payment as follows: $650,000 by October 31, 2002 and $450,000 by
December 13, 2002.

The Company is pursuing various financing alternatives to meet
its immediate and long-term financial requirements. As of
October 25, 2002, the Company does not have the ability to make
the October 31 payment to TRW. There can be no assurance that
additional financing will be available to the Company when
needed or, if available, that it can be obtained on commercially
reasonable terms. In addition, any additional equity financing
may involve substantial dilution to the Company's stockholders.
If the Company fails to raise sufficient financing to meet its
immediate cash needs, and it defaults on its debt obligations to
TRW, TRW would be in a position to realize upon its security
interest in the Company's personal property. In such event, the
Company will be forced to scale down or perhaps even cease the
operation of its business.

SmarTire Systems is currently in violation of the NASDAQ listing
requirements because the majority of the members of its audit
committee are not independent and such violation could result in
the Company's shares being delisted from NASDAQ.  At the present
time, the Company's Audit Committee is comprised of Mr. Robert
Rudman, Mr. Bill Cronin, and Mr. John Bolegoh. Only Bill Cronin
meets the independence requirements for members of the audit
committee as required by Nasdaq. The Company is in the process
of identifying appropriate independent candidates for the Board
of Directors. The Company expects that such candidates will be
identified and nominated for election at the Company's annual
meeting of shareholders in December 2002. If such candidates are
elected, the Audit Committee will be comprised solely of
independent directors.

Until such time, the Company will be in violation of the Nasdaq
listing requirements. Such violations subject the Company to
delisting from the Nasdaq SmallCap Market.

Additionally, the independence requirements are intended to
provide independent oversight of the Company's financial
statements and financial reporting process. The Company believes
that its financial reporting process is appropriate and that the
financial statements included with its most recently filed
report fairly and accurately reflect the financial position of
the Company. However, due to the composition of the Company's
Audit Committee, an independent committee, as required by the
Nasdaq listing requirements, has not made this determination.

SmarTire Systems has a history of operating losses and
fluctuating operating results, which raise substantial doubt
about the Company's ability to continue as a going concern.
Since inception through July 31, 2002, the Company has incurred
aggregate losses of $38,116,601. The Company's loss from
operations for the fiscal year ended July 31, 2002 was
$6,829,176. There is no assurance that the Company will operate
profitably or will generate positive cash flow in the future. In
addition, the Company's operating results may be subject to
significant fluctuations due to many factors not within its
control, such as the unpredictability of when a customer will
order products, the size of a customer's order, the demand for
the Company's products, and the level of competition and general
economic conditions.

Although the Company anticipates that revenues will increase,
the Company expects an increase in development costs and
operating costs. Consequently, the Company expects to incur
operating losses and negative cash flow until the Company's
products gain market acceptance sufficient to generate a
commercially viable and sustainable level of sales, and/or
additional products are developed and commercially released and
sales of such products made so that the Company is operating in
a profitable manner. These circumstances raise substantial doubt
about the Company's ability to continue as a going concern, as
described in an explanatory paragraph to the Company's
independent auditor's opinion on the July 31, 2002 consolidated
financial statements.


SUN COAST HOSPITAL: S&P Revises Bonds Rating Outlook to Negative
----------------------------------------------------------------
Standard & Poor's Rating Services changed its outlook on the
outstanding debt issued for Sun Coast Hospital, Florida, to
negative from stable.

In addition, Standard & Poor's affirmed its double-'B'-plus
rating on the debt.

The affirmation reflects Sun Coast's affiliation agreement with
triple-'B' rated University Community Hospital. Under this
agreement, UCH must annually fund debt-service coverage at Sun
Coast to allow it to maintain a 1.25 times debt-service-coverage
ratio if Sun Coast's cash flow is not sufficient to meet this
ratio.

The outlook is revised to negative to reflect Sun Coast's
continued deterioration in performance in fiscal 2002 and the
negative outlook on UCH. A lower rating is precluded by new
management's comprehensive plan to improve operations and
financial performance, and by the expectation that the UCH
support will be available for at least the next few years.


SUPRA TELECOMMUNICATIONS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: Supra Telecommunications
         dba Supra Telecommunications and
          Information Systems, Inc.
         2620 SW 27 Avenue
         Miami, Florida 33131

Bankruptcy Case No.: 02-41250

Type of Business: Local Exchange Carrier offering Local, Long
                   Distance and Internet Access
                   Telecommunication services to homes and small
                   business customers in Florida.

Chapter 11 Petition Date: October 23, 2002

Court: Southern District of Florida (Dade)

Judge: Robert A. Mark

Debtors' Counsel: Kevin S Neiman, Esq.
                   550 Brickell Avenue PH 2
                   Miami, FL 33131
                   Tel: 305-374-0092


SYNQUEST INC: Balance Sheet Insolvency Tops $2.5MM at Sept. 30
--------------------------------------------------------------
SynQuest, Inc. (Nasdaq/SC:SYNQ), a leading provider of supply
chain planning solutions, announced financial results for the
first fiscal quarter of fiscal 2003, the three months ended
September 30, 2002.

Revenue for the three months ended September 30, 2002, totaled
$3.2 million, compared with $7.4 million for the three months
ended September 30, 2001. Software license fees accounted for
$50,000 of total revenue for the first quarter of fiscal 2003
compared with software license fees of $4.2 million for the same
period in fiscal 2002. Net loss for the first quarter of fiscal
2003 was $2.4 million, excluding merger and restructuring
charges of $1.0 million, compared with a net loss of $3.3
million excluding restructuring charges of $882,000 for the same
period in fiscal 2002.

At September 30, 2002, SynQuest's balance sheets show a total
shareholders' equity deficit of about $2.5 million.

As previously announced on September 3, 2002, the Company
entered into a definitive agreement to merge with Atlanta-based
Viewlocity, Inc., a leading provider of supply chain event
management solutions, along with an additional agreement with
several investors to provide between $27.5 and $30.0 million in
new funding for the combined company. The transactions are
subject to customary closing conditions, including approval by
SynQuest shareholders, and are expected to close promptly after
the Company's annual shareholders meeting on November 15, 2002.
The Company has met the minimum liability and combined revenue
requirements for the September quarter, which were conditions to
close the proposed transactions.

"While we are disappointed in this quarter's software license
revenue, our results for the first quarter reflect consistent
services revenue," commented Tim Harvey, president of SynQuest,
Inc. "The timing of anticipated new contracts had a significant
impact on software license fees. We encountered hesitancy from
potential clients and experienced delays in making final
software purchase decisions as a result of our proposed merger
and private placement.

"As we go forward, we believe the combined company's potential
for greater operating efficiencies and economies of scale
created by the Viewlocity merger will result in a much stronger
organization with enhanced capabilities for our customers,"
added Harvey. "We are excited about the many opportunities
offered by the proposed merger and private placement, and
believe this strategic combination will have a positive impact
on shareholder value."

SynQuest, Inc., specializes in providing supply chain planning
software that is designed to significantly reduce manufacturing
and logistics costs and, at the same time, enable companies to
meet customer requirements. SynQuest software uses financially
focused technology to solve specific, high-value supply chain
problems for target markets including automotive, consumer
durables and industrial manufacturers. The Company's supply
chain planning solutions feature rapid implementation for a
fast, compelling return on investment.


TRANSCARE CORP: Committee Wants to Hire Kramer Levin as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Transcare
Corporation and its debtor-affiliates ask for authority from the
U.S. Bankruptcy Court for the Southern District of New York to
retain and employ Kramer Levin Naftalis & Frankel LLP as
counsel, effective as of September 30, 2002.

As counsel to the Committee, Kramer Levin is expected to
provide:

   a. The administration of these cases and the exercise of
      oversight with respect to the Debtors' affairs including
      all issues arising from the Debtors, the Committee or these
      Chapter 11 Cases;

   b. The preparation on behalf of the Committee of necessary
      applications, motions, memoranda, orders, reports and other
      legal papers;

   c. Appearances in Court and at statutory meetings of creditors
      to represent the interests of the Committee;

   d. The negotiation, formulation, drafting and confirmation of
      a plan or plans of reorganization and matters related
      thereto;

   e. Such investigation, if any, as 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 Chapter 11 Cases;

   f. Such communication with the Committee's constituents and
      others as the Committee may consider desirable in
      furtherance of its responsibilities; and

   g. The 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.

The principal attorneys expected to represent the Committee in
this matter and their current hourly rates are:

           Kenneth H. Eckstein      $625 per hour
           Robert T. Schmidt        $450 per hour
           Gordon Z. Novod          $260 per hour

In addition, other attorneys and paraprofessionals may from time
to time provide services to the Committee in connection with
these bankruptcy proceedings. The range of Kramer Levin's
attorneys and legal assistants' hourly rates are:

           Partners             $440 - $625 per hour
           Counsel              $460 - $600 per hour
           Associates           $210 - $450 per hour
           Legal Assistants     $160 - $175 per hour

TransCare, a privately held corporation, is one of the largest
privately owned providers of ambulance and ambulette services in
the United States, providing both emergency and non-emergency
services, primarily on a fee-for-service basis. The Company
filed for chapter 11 protection on September 9, 2002. Matthew
Allen Feldman, Esq., at Willkie Farr & Gallagher represents the
Debtors in their restructuring efforts. When the Debtors sought
protection from its creditors, it listed an estimated assets of
$10 million to $50 million and debts of over $100 million.


TRENWICK GROUP: Unit Enters Underwriting Facility with Chubb Re
---------------------------------------------------------------
Trenwick Group Ltd., announced that its subsidiary Trenwick
America Reinsurance Corporation had entered into an underwriting
facility with Chubb Re, Inc., a subsidiary of The Chubb
Corporation.

The underwriting facility will permit Trenwick to underwrite up
to $400 million of U.S. reinsurance business on behalf of Chubb
Re in the remainder of 2002 and 2003. Chubb Re will retain final
underwriting authority and claims authority with respect to all
business generated through the underwriting facility. The
underwriting facility will be in addition to Chubb Re's current
underwritings.

Chubb Re will receive one-third and Trenwick will receive two-
thirds of the profits generated by the business. Chubb Re will
receive a 5% fronting fee on two-thirds of the business written
through the underwriting facility. In addition, Trenwick will
reinsure Chubb Re for 100% of the losses incurred under the
underwriting facility in excess of the premiums collected and
investment income earned in the underwriting facility. To secure
its reinsurance obligations to Chubb Re, Trenwick has agreed to
post a $50 million security deposit with Chubb Re and all
premiums collected from the facility shall be paid to Chubb Re.

Stephen H. Binet, President and Chief Executive Officer of
Trenwick America Reinsurance Corporation, stated, "We are
enthused about establishing a relationship with Chubb Re that
enables Trenwick to continue to serve our longstanding clients
and fully participate in the current robust reinsurance market."

John Berger, President and Chief Executive Officer of Chubb Re,
stated, "This is a very good deal for both parties. Over
Trenwick's history, their United States treaty operation has
developed a very loyal following on a book of business which is
complementary to the business done by Chubb Re. We see this as
an opportunity to participate in Trenwick's business at an
opportune time and will have the benefit of receiving a fronting
fee and protection from a secured stop loss contract."

Trenwick also announced it had engaged independent actuaries to
conduct a review of Trenwick's reserves for loss and loss
adjustment expenses at each of its operating subsidiaries. It is
expected that the reserve study will take between 60 and 90 days
to complete. Trenwick will record any appropriate adjustments to
its reserves based upon the information provided by the reserve
study in its reported results for the fourth quarter of 2002.

W. Marston Becker, Acting Chairman and Acting Chief Executive
Officer of Trenwick, stated, "The underwriting facility and the
reserve review are two important steps towards improving
Trenwick's position with its clients, investors and rating
agencies. We will continue to proactively address the issues
facing Trenwick and strive to maintain the levels of customer
service and innovative thinking for which the company has
historically been known."

Trenwick is a Bermuda-based specialty insurance and reinsurance
underwriting organization with three principal businesses
operating through its subsidiaries located in the United States,
the United Kingdom and Bermuda. Trenwick's reinsurance business
provides treaty reinsurance to insurers of property and casualty
risks from offices in the United States and Bermuda. Trenwick's
international operations underwrite specialty insurance as well
as treaty and facultative reinsurance on a worldwide basis
through its London insurer and at Lloyd's. Trenwick's U.S.
specialty program insurance business underwrites U.S. property
and casualty insurance through specialty program administrators.

As reported in Troubled Company Reporter's October 24, 2002
edition, Fitch Ratings lowered its long-term and senior debt
ratings on Trenwick Group, Ltd., and its subsidiaries to 'CCC'
from 'BB-'. In addition, Fitch has lowered its ratings on
Trenwick's preferred capital securities to 'CC' from 'B+', its
preferred stock to 'CC' from 'B'. The ratings remain on Rating
Watch Evolving.

Fitch believes that Trenwick's already very limited financial
flexibility has been exacerbated by A.M. Best's recent downgrade
of its primary operating companies' financial strength ratings.
These downgrades trigger an event of default under Trenwick's
bank agreement that give the banks the right to require Trenwick
to collateralize $230 million of letters of credit outstanding
under the agreement.

Fitch also believes that the Best downgrades significantly limit
Trenwick's ability to participate in the reinsurance market
going forward. Many brokers require a minimum of an 'A-' Best
rating to place reinsurance with a particular carrier. In
addition, Trenwick has yet to secure financing for its Lloyds
operation for the 2003 account-year and Fitch believes that the
company's ability to obtain such financing is doubtful. Without
obtaining such financing, Trenwick will be unable to underwrite
at Lloyds in the 2003-account year.


TRENWICK: Will Cease Underwriting Specialty Program Insurance
-------------------------------------------------------------
Trenwick Group Ltd., will cease underwriting its U.S. specialty
program insurance business effective immediately.

Operating under the name Canterbury Financial Group Inc. and
through its subsidiaries The Insurance Corporation of New York,
Chartwell Insurance Company and Dakota Specialty Insurance
Company, Trenwick underwrote U.S. property and casualty
insurance through specialty program administrators. Trenwick
will continue to administer and pay claims in connection with
the insurance policies previously underwritten by the Canterbury
Financial Group. In addition, Trenwick will work with its
specialty program administrators to attempt to facilitate
appropriate transitions for their existing books of insurance
business. Trenwick will record a charge in the fourth quarter of
2002 for the expenses it expects to incur in connection with the
termination of its U.S. specialty program insurance business.

W. Marston Becker, Acting Chairman and Acting Chief Executive
Officer of Trenwick, stated, "The cessation of our U.S.
specialty program insurance operation is an unfortunate, but
critical element of the necessary restructuring of Trenwick's
business. The reduction in premium volume from the termination
of Trenwick's U.S. specialty program insurance operation will
significantly reduce Trenwick's operating leverage and permit it
to focus its financial resources on those segments of its
business that we believe have the greatest potential for
profit."

Trenwick is a Bermuda-based specialty insurance and reinsurance
underwriting organization with two principal businesses
operating through its subsidiaries located in the United States,
the United Kingdom and Bermuda. Trenwick's reinsurance business
provides treaty reinsurance to insurers of property and casualty
risks from offices in the United States and Bermuda. Trenwick's
international operations underwrite specialty insurance as well
as treaty and facultative reinsurance on a worldwide basis
through its London insurer and at Lloyd's.

                          *    *    *

As reported in Troubled Company Reporter's Thursday Edition,
Moody's Investors Service lowered the ratings of Trenwick Group
Ltd. and its rated subsidiaries. The rating actions are due to
Moody's concerns over the company's weak liquidity, debt
maturities, and uncertainty of future business prospects.

The lowered ratings are:

                     Trenwick Group Ltd.

-- prospective preferred stock shelf to (P)Caa2 from (P)B2;

            Trenwick America Reinsurance Corporation

-- insurance financial strength to Ba3 from Baa3;

                 Trenwick America Corporation

-- senior unsecured debt to B3 from Ba3;

-- prospective senior unsecured debt shelf to (P)B3 from (P)Ba3;

-- prospective subordinated debt shelf to (P)Caa1 from (P)B1;

                   Trenwick Capital Trust I

-- trust preferred stock to Caa1 from B1;

              Trenwick America Capital Trust I, II and III

-- prospective trust preferred stock shelf to (P)Caa1 from
    (P)B1;

                 LaSalle Re Holding Limited

-- preferred stock to Caa2 from B2.

Moody's is also concerned of the company's violation of a
revolving credit facility covenant, making the debt due and
demandable. The Investors service believes that Trenwick doesn't
have the cash to meet such obligation as well as repay senior
notes maturing in April 2003.


UNIROYAL TECHNOLOGY: US Trustee Adds 2 More Committee Members
-------------------------------------------------------------
Donald F. Walton, the Acting United States Trustee amends the
Official Unsecured Creditors Committee of Uniroyal Technology
Corp., and its debtor-affiliates.  The UST adds Emcore
Corporation and Microtech Leasing Corporation to the Committee.
The Committee is now composed of:

      1. Integrated Project Services
         1720 Walton Road, Suite 200
         Blue Bell, PA 19422
         Attn: Joseph Albert Blanchard
         Tel: 610-828-2230, Fax: 610-828-2234;

      2. Keith S. Mcintosh Revocable Trust
         16968 Passage South
         Jupiter, FL 33477
         Attn: Keith S. McIntosh
         Tel: 561-746-1269;

      3. Solid State Equipment Corporation
         185 Gibraltar Road
         Horsham, PA 19044
         Attn: Howard S. Cohen, CPA, CFE
         Tel: 215-328-0700, Fax: 215-442-1394;

      4. Emcore Corporation
         145 Belmont Drive
         Somerset, NJ 08873
         Attn: Howard W. Brodie
         Tel: 732-302-4077, Fax: 732-302-9783; and

      5. Microtech Leasing Corporation
         211 College Road East
         Princeton, NJ 08540
         Attn: Martin G. Chilek
         Tel: 609-919-3547, Fax: 609-987-1011.

Uniroyal Technology Corp., and its subsidiaries are engaged in
the development, manufacture and sale of a broad range of
materials employing compound semiconductor technologies, plastic
vinyl coated fabrics and specialty chemicals used in the
production of consumer, commercial and industrial products.  The
Company filed for chapter 11 protection on August 25, 2002.
Eric Michael Sutty, Esq., Jeffrey M. Schlerf, Esq., at The
Bayard Firm represents the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $85,842,000 in total assets and $68,676,000
in total debts.


UNITED RENTALS: S&P Hatchets Corporate Credit Rating to BB
----------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit
ratings on United Rentals (North America) Inc., and related
entities to double-'B' from double-'B'-plus. The downgrades
follow the equipment rental provider's weaker-than-expected
operating performance, resulting in weaker credit measures. The
poor performance primarily reflects soft construction and
industrial markets and excess industry capacity, which
intensified pricing pressures. All ratings are removed from
CreditWatch, where they were placed on October 10, 2002, due to
continued operating weakness and the failure to meet Standard &
Poor's expectations for debt reduction in a declining market.
The outlook is stable.

Greenwich, Connecticut-based United Rentals (North America)
Inc., is North America's largest equipment rental company, and
has more than $3 billion in rated debt and preferred stock.

"The ratings reflect the company's position as the largest
provider of equipment rentals in the U.S.; its good geographic,
product, and customer diversity; exposure to cyclical
construction end markets; and its moderately aggressive
financial policy,' said Standard & Poor's credit analyst John R.
Sico.

URI offers a broad range of construction and industrial
equipment through a network of 750 locations in the U.S.,
Canada, and Mexico. Spending in August 2002 in its key end-
market--nonresidential construction--decreased by about 20% from
the August 2001 level. The prospects for a near-term rebound are
uncertain, at least until mid-2003. Weak end markets, coupled
with industry overcapacity, have resulted in lower-than-expected
rental rates. Although the company has higher utilization, it
has also seen price declines of 5%-7% in the past quarter.
This resulted in same store sales declines of about 2%-3%,
somewhat better than industry participants.

Although construction spending may continue to remain weak over
the intermediate term, Standard & Poor's expects that management
will be able to manage capital spending and meet cash flow
protection measures.


UNITED STATIONERS: Third Quarter Net Sales Slide-Down 1.9%
----------------------------------------------------------
As reported in Troubled Company Reporter's June 21, 2002,
edition, Standard & Poor's affirmed United Stationer's BB
Corporate Credit Rating.

United Stationers Inc. (Nasdaq: USTR), whose corporate credit
rating is affirmed by Standard & Poor's at BB, reported net
sales for the third quarter ended September 30, 2002 of $932
million, down 1.9% (or down 3.5% after adjusting for one
additional workday in 2002), compared with net sales of $951
million in the same period last year.  Net income for the third
quarter of 2002 was $18.9 million compared with a net loss of
$5.9 million in the comparable period last year.  The net loss
in the third quarter of 2001 included a pre-tax restructuring
charge of $47.6 million.  Excluding this charge, net income for
the third quarter of 2001 was $23 million or $0.67 per share.

Net sales for the nine months ended September 30, 2002 were $2.8
billion, down 7.1% compared with sales of $3.0 billion in the
same period last year. For the nine months ended September 30,
2002, net income was $58.8 million, compared with $37.5 million
during the same period last year.  For the nine months ended
September 30, 2001, the restructuring charge reduced earnings
per share by $0.85.  Excluding the restructuring charge and a
partial reversal of the restructuring charge which was recorded
in the first quarter of 2002, net income for the nine months
ended September 30, 2002 was $57.3 million, compared with $66.2
million in the prior year period.

For the trailing 12 months ended September 30, 2002, reductions
in working capital (including sold receivables and excluding the
restructuring accrual) generated $18 million of cash.  Cash from
operations and working capital reductions were $131 million
during this time.

Net capital spending, including capitalized software costs, for
the nine months ended September 30, 2002, was $20 million versus
$30 million for the same period last year.  The company expects
that net capital spending for 2002 will be approximately $30
million.

               Third Quarter Reflects Continuing Trends

Third quarter 2002 results reflected soft sales in all major
product categories.  The two primary factors affecting sales
comparisons in the third quarter were the integration of U.S.
Office Products into the Corporate Express business model (in
which a greater percentage of products are purchased directly
from manufacturers) and the divestiture of the CallCenter
Services business.

Gross margins remain under pressure.  The company continues to
experience a sales shift within each of its product categories
toward consumable items and away from higher-margin
discretionary products.  In addition, volume allowances from
manufacturers have decreased as the company reduced its
inventory purchases, reflecting both the decline in sales and
the company's focus on working capital management.

Operating expenses for the third quarter ended September 30,
2002, were $100.4 million, or 10.8% of sales, compared with
$156.1 million, or 16.4% of sales, in the same period last year.
The third quarter of 2002 included approximately $0.8 million of
incremental operating costs related to the restructuring.
Operating expenses for the third quarter of 2001 included the
$47.6 million restructuring charge, $3.1 million of non-
restructuring related severance and $1.5 million of goodwill
amortization.  Excluding these charges, operating expenses in
2001 were $103.9 million or 10.9% of sales.  The decline in
operating expenses as a percent of sales from 2001 to 2002 was
due primarily to net cost reductions achieved through the
restructuring.  However, due to lower sales volume, these
improvements were largely offset by reduced leverage of fixed
costs combined with increased employee-related costs, such
as pension and workers' compensation.

"Our efforts related to the 2001 restructuring plan are almost
complete," said Randall W. Larrimore, president and chief
executive officer.  "As a result, we are on target to save $25
million in 2002 and an incremental $15 million in 2003.  The
restructuring process has been a difficult one, requiring focus
and dedication from people at all levels of our organization.
United's associates proved they were up to the task.  They not
only took cost out of our operations, but created stronger teams
and systems that will improve our performance going forward.  In
addition, Dick Gochnauer, our new chief operating officer, is
helping us build on these advances.  His background in
operations is helping us identify opportunities to increase
efficiency across the entire business products supply chain from
the manufacturer to the end consumer.  He is challenging
associates throughout the company to search for even more cost-
effective and timesaving procedures."

     Continuing Focus on Working Capital and Free Cash Flow

For the trailing 12 months ended September 30, 2002, the company
generated more than $61 million in free cash flow, excluding the
effects of the restructuring accrual and before purchases of the
company's common stock. Sources of cash were $131 million from
operations, which included $36 million in depreciation and
amortization and $18 million in working capital reductions.  The
working capital figure included receivables sold under the
company's securitization program.  Cash consumed for the
trailing 12 months included $26 million in net capital spending
and $45 million in scheduled debt repayments.  On the same
basis, free cash flow for the trailing 12 months ended September
30, 2001, was approximately $108 million.  During 2001, the
company began its working capital and cash flow initiatives.

"Our strong cash flow enabled us to repurchase $47 million of
company stock and reduce debt and securitization financing by
$63 million during the last 12 months.  Our debt-to-total
capitalization, including the securitization financing,
decreased to 37% at September 30, 2002, compared with 43% a year
ago," Larrimore explained.

                         Near-Term Outlook

"We expect the rest of 2002 to be challenging, as the factors
that affected our third quarter will likely continue through the
year.  Sales to date for the month of October are flat, compared
with the prior year, which is in line with our expectations.
While sales remain challenging, we are focusing on and making
progress in the areas under our control.  We believe United is
in a strong financial position to ride out these tough economic
times, and well positioned when the economy turns around,"
Larrimore concluded.

                    Share Repurchase Update

During the third quarter of 2002, the company purchased $31
million of its common stock.  United has $27 million remaining
under its current repurchase authorization.  Purchases may be
made from time to time in the open market or in privately
negotiated transactions.  Depending on market and business
conditions and other factors, these purchases may continue or be
suspended at any time without notice.  The company has
approximately 32.4 million shares outstanding.

                  Balance Sheet Presentation

The company receives promotional incentives from certain
suppliers based on their participation in the company's general
line catalog and other annual and quarterly publications.  These
incentives are recorded as a reduction to cost of goods sold as
they are earned over the life of the publications and the
unearned portion is disclosed on the company's Condensed
Consolidated Balance Sheets as "deferred credits."  The
uncollected incentives due from suppliers are included in
accounts receivable.  Prior to this quarter, the accounts
receivable balance shown on the company's Condensed Consolidated
Balance Sheets included the deferred credits.

For comparative purposes, the September 30, 2001, Condensed
Consolidated Balance Sheet was conformed to the current year
presentation.  This resulted in an increase of $56.4 million to
the previously reported current assets and current liabilities
and had no effect on trade accounts receivable days outstanding,
working capital, net income, earnings per share or equity.

United Stationers Inc., with trailing 12 months sales of
approximately $3.7 billion, is North America's largest wholesale
distributor of business products and a provider of marketing and
logistics services to resellers.  Its integrated computer-based
distribution system makes more than 40,000 items available to
approximately 20,000 resellers.  United is able to ship products
within 24 hours of order placement because of its 36 United
Stationers Supply Co. distribution centers, 24 Lagasse
distribution centers that serve the janitorial and sanitation
industry, two Azerty distribution centers in Mexico that serve
computer supply resellers and two distribution centers that
serve the Canadian marketplace.  Its focus on fulfillment
excellence has given the company an average order fill rate of
98%, a 99.5% order accuracy rate, and a 99% on-time delivery
rate.  For more information, visit
http://www.unitedstationers.com

The company's common stock trades on the Nasdaq National Market
System under the symbol USTR and is included in the S&P SmallCap
600 Index.


US AIRWAYS: 3 Aerospace Firms Pressing for Contract Decisions
-------------------------------------------------------------
Three Aerospace firms jointly ask the Court to compel US Airways
to assume or reject their Contracts and provide adequate
assurance of payment.

                       Goodrich & Subsidiaries

Pursuant to their contracts, Goodrich Wheels and Brakes and
Goodrich-Messier are required to have available for release and
delivery to US Airways a supply of goods sufficient to support
30 days worth of spare main wheels, nose wheels, brakes and
parts necessary to repair this equipment for these types of
aircraft: 737, 757, Airbus A319, A320, A321, and A330.

Goodrich Wheels and Brakes and Goodrich-Messier believe that
they are the sole suppliers of these Goods to USAir.  The
Debtors are obligated to pay Goodrich a fee on a Cost Per
Landing basis.  The Debtors deliver a CPL report each month to
Goodrich.  USAir typically makes payments based on the CPL
report within a few days of delivery in order to take advantage
of the discount for early payment. In exchange for the CPL
Payment, Goodrich makes more goods available for delivery to US
Airways.

Prior to the Petition Date, the Debtors paid Goodrich
approximately $650,000 to $800,000 each month within days of
submitting the CPL report.  The Debtors currently owe
approximately $920,000 based on its prepetition CPL reports from
July 1, 2002 through August 11, 2002.

Postpetition, the Debtors incurred approximately $352,000 in
debt to Goodrich Wheels and Brakes and $74,809 in debt to
Goodrich-Messier, based on its CPL report submitted September 6,
2002 for the period August 12, 2002 through August 31, 2002.  On
September 19, 2002, the Debtors paid the September 6, 2002 CPLs,
but have not given Goodrich Wheels and Brakes or Goodrich-
Messier adequate assurance that it will continue to perform, and
have not assumed or rejected the Goodrich Contracts.

The Debtors are expected to continue to incur $650,000 to
$800,000 per month in debt to Goodrich.  The Debtors' failure to
remit payment creates the risk to Goodrich of a loss of at least
two months' value of Goods, ranging from $1,300,000 to
$1,600,000 if US Airways defaults in its payments.  Moreover,
Goodrich will continue to incur out-of-pocket costs and expenses
for the manufacture and storage of sufficient amounts of Goods
for USAir.

                     Simmonds Precision Products

According to Simmonds Precision Products, Inc., USAir has a
standing monthly order for more than $400,000 worth of Isolated
Fuel Quantity Transmitters through November 2002 and more than
$160,000 worth of IFQTs in December 2002.  The Debtors have not
placed any orders beyond December 2002.  The Debtors typically
pay within 30 days from the ship date.

Simmonds believes that it is the sole supplier of the IFQTs to
the Debtors for their 737 aircraft.  Simmonds is owed
approximately $500,000 by US Airways for prepetition IFQTs
shipments.

Because the Debtors have not canceled any of the Standing Order,
Simmonds anticipates that the Debtors will incur more than
$1,200,000 in debt to Simmonds through December 2002.

In letters dated August 20, 2002 and September 6, 2002, Simmonds
demanded that the Debtors confirm their performance under the
Fuel and Utilities Agreement and provide adequate assurance of
performance.  The Debtors have failed to provide the required
adequate assurance.  Without adequate assurance from the
Debtors, Simmonds risks a loss of more than $1,200,000 over the
next three months.

                         Rohr Aero Service

Rohr Aero Service, Inc., repairs thrust reversers for USAir's
757 aircraft at a specified price for each thrust reverser.
Rohr Aero is required to repair and return the thrust reversers
received from the Debtors within 30 days, inclusive of the time
to reship them to the Debtor after repair.  Rohr Aero is the
beneficiary of lien rights against the thrust reversers it
repairs and holds liens on thrust reversers delivered to the
Debtors where payment remains due.

The Debtors currently owe Rohr Aero approximately $300,000 for
prepetition repairs, which are the subject of lien rights that
Rohr Aero does not waive or release.  Postpetition, the Debtors
owe Rohr Aero approximately $850,000 for thrust reversers and
other equipment shipped.  Approximately $107,000 of that amount
was for thrust reversers repaired under the Rohr Aero Agreement.
Under the terms of the Agreement, payment for those repairs was
due by September 28, 2002.

The Agreement contains a liquidated damages provision that
applies if Rohr Aero fails to meet its terms.  In order to avoid
this damages clause, Rohr Aero must repair thrust reversers
shipped to it by the Debtors within 30 days.

In September 2002, Rohr Aero received additional thrust
reversers to repair.  Rohr Aero is expected to repair these
items within 30 days.  This work will result in charges of more
than $200,000. Thus, the Debtors will owe Rohr Aero nearly
$1,000,000 for thrust reversers and equipment shipped
postpetition for which the Debtors seek credit terms but has not
provided adequate assurance that Rohr Aero will be paid.

                           Legal Arguments

The Aerospace Firms assert that the Debtors should have decided
whether to assume or reject their respective Contracts within 60
days of the Petition Date.  In addition, the requirement that
the Aerospace Firms must make good on their Contracts and
respond to immediate demands from the Debtors imposes a
substantial economic burden that should have been resolved with
a decision to assume or reject the Contracts.

Daniel G. Grove, Esq., at Sharp & Grove, points out that the
Debtors failed to provide adequate assurance despite repeated
requests.  Instead, the Debtors demanded performance under the
Aerospace Contracts -- which includes the extension of credit
terms to them.

According to Mr. Grove, this subjects the Aerospace Firms to the
risk of great financial loss if their Contracts are not assumed
and the Debtors do not provide adequate protection.

Moreover, the Aerospace Firms seek Judge Mitchell's permission
to file their contracts under seal.  The Contracts contain
confidential business terms, including confidential pricing
information and confidentiality clauses, which would cause
serious financial loss is publicly disclosed. (US Airways
Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

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.


WELLMAN INC: Airs Disappointment with Third Quarter Results
-----------------------------------------------------------
Wellman, Inc., (NYSE: WLM) reported net earnings from continuing
operations for the quarter ended September 30, 2002 of $4.7
million. This compares to net earnings from continuing
operations, before the effect of a plant outage in 2001, of $5.8
million for the quarter ended September 30, 2001.  Net earnings
for the third quarter 2002 were $4.5 million, compared to
net earnings of $3.0 million for the same period in 2001.

Net earnings from continuing operations for the first nine
months of 2002 were $23.1 million compared to net earnings from
continuing operations, before the effect of the plant outage
referred to above, of $20.3 million for the same period in
2001.

Tom Duff, Chairman and CEO stated, "We are disappointed with
earnings for the third quarter and expect improvement starting
in 2003.  Our future earnings should improve as a result of
increased capacity utilization in PET Resins in North America
and the addition of value added products in each of our
businesses.  We are also aggressively looking to reduce costs
wherever possible to maintain our position as a low cost
producer."

Wellman, Inc., manufactures and markets high-quality polyester
products, including Fortrel(R) brand polyester fibers, and
PermaClear(R) and EcoClear(R) brand PET (polyethylene
terephthalate) packaging resins.  The world's largest
PET plastic recycler, Wellman utilizes a significant amount of
recycled raw materials in its manufacturing operations.

As reported in Troubled Company Reporter's October 15, 2002
edition, Wellman, Inc., whose corporate credit rating is
currently rated at BB+ by Standard & Poor's, retained Keen
Realty, LLC and CB Richard Ellis/Columbia to market and dispose
of the company's manufacturing facility in Marion, South
Carolina. Keen Realty is a real estate firm specializing in
restructuring real estate and lease portfolios and selling
excess assets. CB Richard Ellis is a vertically integrated
commercial real estate services company with a geographically
diversified network focusing on transaction management,
financial services, and management services.


WINSTAR: Trustee Wants to Make Interim Distributions to Lenders
---------------------------------------------------------------
Winstar Communications, Inc.'s Chapter 7 Trustee Christine
Shubert seeks the Court's authority to make an interim
distribution of $12,500,000 to the Debtors' DIP Lenders.

The Debtors' DIP Financing Pact provides for an initial
commitment of $75,000,000, which could be increased up to
$300,000,000.  Advances made under the Credit Agreement would
bear interest at either 3% above the Alternate Base Rate or 4%
above the Eurodollar Rate.  The Credit Agreement also provided
for various fees to be charged to the Debtors in connection with
the advances.  The Bank Group was provided a superpriority
status pursuant to Section 364(c)(1) of the Bankruptcy Code, and
liens in substantially all of the Debtors' assets.  The Bank
Group is presently owed in excess of $150,000,000 under the
Credit Agreement.

Michael G. Menkowitz, Esq., at Fox, Rothschild, O'Brien &
Frankel LLP, in Philadelphia, Pennsylvania, contends that the
Chapter 7 Trustee is authorized to make the distribution
pursuant to Section 726(a)(1) of the Bankruptcy Code, which
provides in pertinent part that:

       "property of the estate shall be distributed...in
       payment of claims of the kind specified in, and in the
       order specified in, Section 507 of this title, proof of
       which is timely filed under section 501 of this title
       or tardily filed before the date on which the trustee
       commences distribution under this section."

Mr. Menkowitz believes that it would be appropriate for the
Chapter 7 Trustee to make the distribution to the Bank Group
before year-end.  The Bank Group has supported the Chapter 7
Trustee's investigations in the Debtors' cases in an effort to
maximize the return to all creditors and has essentially
supported this case for over a year and half.  An interim
distribution of $12,500,000 to the Bank Group is prudent
considering that the amount reserved for administrative costs
covered under the Carve-out is only $10,000,000.  The
$12,500,000 is also a moderate amount to distribute to the Bank
Group because it constitutes only 8% of their total claim.

Mr. Menkowitz informs the Court that the Chapter 7 Trustee will
be separately filing, for:

-- Authority to pay professionals' fees under the Carve-out, net
    of any preferences these professionals may have received
    during the preference period, and

-- Permission to pay interim compensation for the Chapter 7
    Trustee's professionals retained during the chapter 7 cases.
    (Winstar Bankruptcy News, Issue No. 35; Bankruptcy Creditors'
    Service, Inc., 609/392-0900)


W.R. GRACE: Secures Nod to Amend Norris Pact to Increase Bonus
--------------------------------------------------------------
W.R. Grace & Co., and its debtor-affiliates ask Judge Fitzgerald
to approve an amendment to the employment contract with Paul J.
Norris, W.R. Grace's chairman, president and chief executive
officer.

In June 2002, Mr. Norris and the compensation committee of the
Debtors' Board of Directors (comprised entirely of independent
directors), chaired by retired IBM Chairman and CEO John F.
Akers, negotiated an amendment to the employment contract.  The
entire Board later approved the terms of the amended contract.

Laura Davis Jones, Esq., Scotta E. McFarland, Esq., and
Christopher J. Lhulier, Esq., at Pachulski Stang Ziehl Young &
Jones, tells the Court that the Norris Amendment includes only
two substantive changes and one clarification.

The two substantive changes are:

(1) Termination Right:  Under the current Norris Contract, Mr.
     Norris is required to provide written notice by June 30 of
     each year of his intent to resign his Employment with the
     Debtors on December 31 of that year.

     The terms of the Amended Norris Contract allow Mr. Norris
     to provide notice on or after January 1, 2003, of his intent
     to resign his employment at any time by providing written
     notice to the Chairman of the Compensation Committee of the
     Debtors' Board of Directors at least 180 days before the
     date of Mr. Norris' intended date of resignation.

(2) Retention Bonus:  Under the existing Norris Contract, for
     the years 2001 and 2002, Mr. Norris received fixed sum
     retention bonuses in an amount equal to approximately two to
     three times the maximum percentage of base salary payable to
     other key employees under the Debtors' General Retention
     Program.  Mr. Norris' 2001 retention bonus was payable in
     advance on execution of the Norris Contract.  Mr. Norris'
     2002 retention bonus was payable 50% in advance on
     January 1, 2002, and 50% in arrears, on December 31, 2002.

     The Norris Contract does not provide any retention bonus for
     Mr. Norris for 2003, or after that year.

     The terms of the Amendment to the Norris Contract provide
     Mr. Norris with a retention bonus based on the General
     Retention Program for other key employees, which was
     approved by Judge Fitzgerald in August 2002.  Under the
     Norris Contract as amended, Mr. Norris' Retention Bonus will
     be calculated at two times the maximum percentage of base
     salary (the same as under the current Norris Contract)
     payable to other key employees under the General Retention
     Program.

     The Debtors disclose that for 2003 and 2004, the General
     Retention Program has a maximum payout of 65% of base
     salary. Thus, Mr. Norris will be entitled to receive a
     Retention Bonus in an amount equal to 130% of his base
     salary, payable in arrears on December 31, 2003, and again
     on December 31, 2004.  Mr. Norris' retention bonus for 2002
     is $1,000,000, and for 2003 it would be $1,235,000.

The amendment also clarifies that:

-- Mr. Norris will receive pro-rations of certain benefits and
    incentive payments if his employment is terminated:

       (i) voluntarily by proper notice and resignation;
      (ii) on the basis of constructive discharge;
     (iii) as the result of death of disability; or
      (iv) by the Debtors other than for cause;

-- Mr. Norris will not be entitled to the pro-ration of these
    benefits and incentive payments in the event that his
    employment with the Debtors is terminated for cause, or by
    Mr. Norris without proper prior notice; and

-- To the extent that a pro-ration would be necessary, the
    Amended Norris Contract entitles Mr. Norris to receive these
    pro-rations under the same terms as existed prior to the
    amendment.  Therefore, these provisions of the amendment to
    the Norris Contract do not change the terms of the Norris
    Contract in any material way.

The Debtors note that Section 105(a) of the Bankruptcy Code
permits a court to issue any order that is found to be necessary
or appropriate to carry out the provisions of the Bankruptcy
Code.  Section 363(b) permits the Debtors to use the assets of
the estate when this use is an exercise of the Debtors' sound
business judgment and when the use of the property is proposed
in good faith.

Generally, courts permit debtors to implement employee retention
programs because certain employees are essential to the debtors'
continued operations.  The Debtors contend that they exercised
sound business judgment in determining to implement the
amendments to Mr. Norris' employment contract.  These amendments
benefit these estates by:

     (1) retaining the services of Mr. Norris on terms more
         consistent with the unique circumstances of these
         Chapter 11 cases;

     (2) preserving and extending the success the Debtors
         have achieved under Mr. Norris' leadership; and

     (3) assuring sufficient advance notice in the event that
         Mr. Norris decides to voluntarily resign, thereby
         guaranteeing the Debtors at least a six-month period
         of time to plan and implement an orderly transition
         in leadership under those circumstances.

Without the amendment, the Norris Contract provides Mr. Norris
with no Retention Bonus for 2003 or thereafter.  The Norris
Amendment provides Mr. Norris with a Retention Bonus for 2003
and 2004, which retains the proportion of his 2002 to the
retention bonuses for key employees and is only adjusted to be
consistent with the levels provided to key employees under the
General Retention Program.  Just as with other employees, the
increase is needed to compensate Mr. Norris for the uncertainty
in the Chapter 11 cases and the company's increasingly difficult
operational environment.  The bonus also reflects Mr. Norris'
importance to the Debtors' successful reorganization of the
Debtors.

The Norris Amendment also changes the timing of his Retention
Bonus.  The Norris Contract calls for the 2002 payment to be
made 50% at the beginning of the year, and 50% at the end.  The
Norris Amendment will provide for 100% of payouts to be made at
the end of the relevant year -- after Mr. Norris has performed
the year's service to the Debtors.  This change was made to make
the payment of Mr. Norris' Retention Bonus:

     (a) dependent on Mr. Norris' continued employment with
         the Debtors; and

     (b) consistent with the General Retention Program.

The total payout under the Norris Contract as amended is
consistent with programs for companies of comparable size and
circumstances.

                    Certainty of Six-Month Period

The amended termination right provides the Debtors with the
certainty that they will receive six months' notice if Mr.
Norris chooses to terminate his employment.  The Debtors' Board
of Directors believes that the Norris Amendment will have the
practical effect of increasing the likelihood that Mr. Norris
will remain in the Debtors' employ for a longer period of time.

The Norris Amendment eliminates the pressure on Mr. Norris to
tender his resignation by an artificial deadline.  The
artificial deadline of June 30 has the effect of potentially
requiring Mr. Norris to decide to tender his resignation by June
30 to avoid the prospect of remaining with the Debtors for
eighteen months without an option to terminate his employment
and still receive his benefits.

The Norris Amendment will accomplish the sound business purpose
of aiding the maximization of the value of the Debtors' estates
and furthering the Debtors' efforts to successfully reorganize.

                  Mr. Norris' Experience and Talent

Mr. Norris is an experienced and talented executive who is
intimately familiar with the Debtors' businesses and could
easily obtain employment elsewhere.  The Debtors have employed
Mr. Norris in various positions for nearly 15 years, including
the last four years as Chairman, President and Chief Executive
Officer.  In addition to his service to the Debtors, Mr. Norris
has over 15 years of experience at other specialty chemical
companies at the executive level with Engelhard Corporation and
Allied Signal, now known as Honeywell International, Inc.
Furthermore, the Debtors' Board of Directors and outside
compensation consultant believe that it would be difficult and
expensive to attract and hire a qualified replacement for Mr.
Norris.

                  Mr. Norris' Leadership Successes

Under Mr. Norris' leadership, the Debtors have achieved
substantial success in their business operations.  Throughout
Mr. Norris' tenure as Chairman, President and Chief Executive
Officer, the Debtors have outperformed their industry peers,
including being number one in revenue growth and number two in
profit growth in 2001.  Mr. Norris' leadership has been crucial
to this success.  He has developed and communicated his vision
for the company and the value he has presented are widely
accepted by the employee population.  Mr. Norris introduced the
highly successful "six sigma" program, which has led to year-on-
year productivity improvement and very high levels of employee
engagement with the success of the company.  Mr. Norris has
fostered an open communications environment through frequent
contact with the employee population (including quarterly town
meetings, "skip-level" meetings with middle management, and
personal travel to the Debtors' operating facilities).  Mr.
Norris has been the most employee-visible chief executive
officer in Grace's history.  This engagement with the Debtors'
employees has contributed to significant productivity gains.

                        Lower Employee Morale

Losing Mr. Norris would likely adversely affect the Debtors'
operations by lowering employee morale because of the appearance
of disarray and disruption generated by his departure.  Employee
surveys reveal very high levels of trust and confidence in the
Debtors' current leadership.  The results of employee focus
groups reveal that "a potential change in leadership" and "a
significant, negatively perceived announcement" would be likely
reasons for an employee to leave the company.

                       Costs If Mr. Norris Left

The Debtors would incur substantial monetary and non-monetary
costs if Mr. Norris were to be replaced.  If he were to leave
the Debtors' employ, the Debtors would be faced with a
potentially lengthy search for an external replacement.  In
addition to the substantial distraction occasioned by such a
search, there would be substantial expenses incurred in
conjunction with securing a new chief executive.  These expenses
would include:

     (1) recruiting fees and expenses, likely to exceed $500,000;

     (2) additional compensation costs for an interim chief
         executive officer; and

     (3) an offer package to a new chief executive officer,
         including a premium related to the uncertainty related
         to these Chapter 11 cases.

In conclusion, the Norris Amendment will provide a significant
benefit to the Debtors' estates by retaining the leadership
provided by Mr. Norris.  The Debtors believe that the loss of
Mr.
Norris would seriously jeopardize their continued operational
success and the value of their estates.  The Debtors also
believe
that the Norris Amendment is reasonable in light of the
circumstances surrounding these Chapter 11 cases, including the
degree of uncertainty related to the timing of a plan of
reorganization.

                            *     *     *

After due deliberation, Judge Fitzgerald promptly grants the
Debtors' request to secure Mr. Norris' services. (W.R. Grace
Bankruptcy News, Issue No. 31; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


* Mihaly McPherson Signorelli Launched as Fin'l Advisory Firm
-------------------------------------------------------------
Gabe Mihaly, John McPherson and Larry Signorelli reunited to
form Mihaly - McPherson - Signorelli LLC, an advisory services
firm that works with businesses facing strategic, operational
and financial challenges associated with rapid growth,
competitive repositioning or financial distress.

MMS' principals initially worked together in the mid 1980s and
early '90s as founding members of Ernst & Young's Mid-Atlantic
Corporate Finance Practice, where they handled critical
financial transactions and corporate restructurings for E&Y's
clients.

All three were eventually hired away from E&Y into corporate
officer roles, where they each led profitable, rapidly growing
technology companies, and also orchestrated successful old and
new economy corporate turnarounds. As CEOs and CFOs, they
implemented major operating and strategic changes involving
technology transfers, recapitalizations, acquisitions,
divestitures and strategic alliances.

Each has hands-on experience crafting and executing exit
strategies that maximized shareholder returns.

"Based on our own previous corporate experience, we fill a large
void by providing these value-added services to companies of all
sizes, including start-ups, and small and medium size entities.
We focus on linking strategy, operations and finance to achieve
desired goals," commented Gabe Mihaly.

MMS specializes in value creation, preservation and measurement,
working closely with senior executives and stakeholders of
Fortune 500 companies, regional middle-market enterprises, as
well as promising early stage ventures.

The firm helps clients sort through complex issues of financial
significance involving: strategy and business development;
organizational effectiveness and cost management; turnaround
management and restructuring; mergers and acquisitions; and
business valuations.

MMS has aggressive growth plans and expects to build out a
regional practice with offices in Baltimore, Washington and
Philadelphia over the next three years.

Mihaly - McPherson - Signorelli LLC is a strategic business and
financial advisory firm that works with corporate clients in the
Mid-Atlantic region.

MMS' value proposition to clients is that the principals have a
wide range of experience and expertise - having worked as
consultants on numerous complex assignments, and as successful
CEOs and CFOs for companies faced with significant competitive
challenges.

MMS brings a wide range of experience coupled with a fresh
outside perspective, which helps stakeholders identify and solve
complex business and financial problems. MMS is headquartered in
Baltimore, Maryland.


* BOOK REVIEW: A Legal History of Money in the United States,
                1774-1970
-------------------------------------------------------------
Author: James Willard Hurst
Publisher: Beard Books
Paperback: US$34.95
Review by Gail Owens Hoelscher
Order your personal copy today and one for a colleague at
http://amazon.com/exec/obidos/ASIN/1587980983/internetbankrupt

This book chronicles the legal elements of the history of the
system of money in the United States from 1774 to 1970.  It
originated as a series of lectures given by James Hurst at the
University of Nebraska in 1973.  Mr. Hurst is quick to say that
he , as a historian of the law, took care in this book not to
make his own judgments on matters outside the law.  Rather, he
conducted an exhaustive literature review of economics, economic
history, and banking to recount the development of law over the
operations of money.  He attempted to "borrow the opinions of
qualified specialists outside the law in order to provide a
meaningful context in which to appraise what the law has done or
failed to do."

Mr. Hurst define money, for the purposes of this books, as "a
distinct institutional instrument employed primarily in
allocating scarce economic resources, mainly through government
and market processes," and not shorthand for economic, social,
or political power held through command of economic assets."

  From the beginning, public and legal policy in the U.S.
centered
on the definition of legitimate uses of both law affecting
money, and allocation of power over money among official
agencies, both federal and state.  The foundations of monetary
policy were laid between 1774 and 1788.  Initially, individual
state legislatures and the Continental Congress issued paper
currency in the form of bills of credit.  The Constitutional
Convention later determined that ultimate control of the money
supply should be at the federal level.  Other issues were not
clearly defined and were left to be determined by events.

The author describes how law was used to create and maintain a
system of money capable of servicing the flow of resource
allocations in an economy of broadly dispersed public and
private decision making.  Law defined standard money units and
made those units acceptable for use in conducting transactions.
Over time, adjustment of the money supply was recognized as a
legitimate concern of law.  Private banks were delegated
expansive monetary action powers throughout the 1900s and
private markets for gold and silver were allowed to affect the
money supply until 1933-34.  Although the Federal Reserve Act
was not aimed clearly at managing money for goals of major
economic adjustment, it set precedents by devaluing the dollar
and restricting the use of gold.

Mr. Hurst devotes a large part of his book to key issues of
monetary policy involving the distribution of power over money
between the nation and the states, between legal and market
processes, and among major agencies of the government.  Until
about 1860, all major branches of government shared in making
monetary policy, with states playing a large role.  Between 1908
and 1970, monetary policy became firmly centralized at the
national level, and separation or powers questions arose between
the Federal Reserve Board, the White House (The Council of
Economic Advisors), and the Treasury.

The book was an enormous undertaking and its research
exhaustive.  It includes 18 pages of sources cited and 90 pages
of footnotes.  Each era of American legal history is treated
comprehensively.  The book makes fascinating reading for those
interested in the cause and effect relationship between legal
processes and economic processes and t hose concerned with
public administration and the separation of powers.

James Willard Hurst (1910-1997) is widely regarded as the
grandfather of American legal history.  He graduated from
Harvard Law School in 1935 and taught at the University of
Wisconsin-Madison for 44 years.

                           *********

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

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

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

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

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

                           *********

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

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

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

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

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

                 *** End of Transmission ***