TCR_Public/021106.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, November 6, 2002, Vol. 6, No. 220

                           Headlines

ACCESS HEALTH: Emerges from Bankruptcy -- with Flying Colors
ADELPHIA COMMS: Court Extends Exclusive Filing Time to Feb. 21
AIRGATE PCS: iPCS Unit Hires Houlihan Lokey to Review Options
ALARIS MEDICAL: Net Capital Deficiency Narrows to $38 Million
ALLEGHENY ENERGY: Bank Lenders Waive Defaults Under Credit Pact

ALLIANCE LAUNDRY: Offering to Purchase 9-5/8% Sr. Notes for Cash
AMERICAN COMPENSATION: S&P Cuts Financial Strength Rating to Bpi
AMPLIDYNE INC: Fails to Comply with Nasdaq Listing Requirements
ANC RENTAL: Dist. Court Dismisses Airport Consolidation Appeals
AQUILA: Closes Pact to Effect Exit from Lodi Gas Storage Project

ARMSTRONG: Sues Claims Resolution to Recoup Pref. Transfers
AVATEX CORP: Total Stockholders' Deficit Widens to $8.9 Million
BETA BRANDS: September 29 Balance Sheet Upside-Down by $29 Mill.
BMC INDUSTRIES: Third Quarter Results Consistent with Guidance
BOTTOMLINE HOME: Mantyla McReynolds Airs Going Concern Doubt

BUDGET GROUP: Committee Gets Nod to Hire Jefferies as Advisor
CENTERPOINT ENERGY: Moody's Downgrades Credit Ratings to Ba1
CHART INDUSTRIES: Falls Below NYSE Minimum Listing Standards
CHART INDUSTRIES: Considering Debt Workout with Senior Lenders
CHOICE ONE: Sept. 30 Balance Sheet Upside-Down by $452 Million

COLUMBIA LABORATORIES: Net Capital Deficit Narrows to $1.6 Mill.
COMMSCOPE INC: Gets Temporary Covenant Waivers Under Credit Pact
CREDIT SUISSE: Fitch Affirms B+ Class E & CCC Class F-2 Ratings
DDI CORP: S&P Junk Corp. Credit and Senior Secured Loan Ratings
DEL MONTE FOODS: Reports Improved Financial Results for Q1 2002

ENRON CORP: Agrees to Allow Institutional Master Proofs of Claim
EXIDE TECH.: UST Appoints Equity Security Holders' Committee
FAIRCHILD CORP: 53% of 10-3/4% Noteholders Approve Amendments
FANSTEEL: Hancock Park to Acquire All Shares in Unit for $2.35MM
FIBERNET: Completes Recapitalization & Deleveraging Transactions

GENTEK INC: Final Utility Order Hearing Set for Nov. 17, 2002
GLOBAL CROSSING: Court Okays Miller & Chevalier as Tax Counsel
GLYCOGENESYS: Must Raise New Financing to Continue Operations
GOODYEAR TIRE: S&P Keeping Watch on Low-B Related Deal Ratings
HAWK CORP: Reports Improved Financial Results for Third Quarter

HERCULES INC: Reduces Third Quarter 2002 Net Loss to $35 Million
HIGHLANDS INSURANCE: Hires Duane Morris as Bankruptcy Counsel
HIGHLANDS INSURANCE: S&P Revises Financial Strength Rating to R
HUB GROUP: Posts Improved Financial Results for Third Quarter
INNOVATIVE GAMING: Nasdaq Knocks-Off Shares Effective November 5

INNOVEX INC: Working Capital Deficit Shrinks to $450K at Sept 30
INTEGRATED HEALTH: Proposes Uniform Durham Sale Bidding Protocol
INTERCEPT INC: Sept. 30 Working Capital Deficit Tops $3 Million
IPSCO: S&P Hatchets Credit Ratings to BB- Citing Demand Weakness
JP MORGAN: Fitch Assigns Lower-B Ratings to 6 Classes of Notes

KAISER ALUMINUM: Selling Oxnard Facility to Aluminum Precision
KNOWLES ELECTRONICS: Balance Sheet Insolvency Widens to $493MM
LTV CORP: Proposes Copperweld Employee Retention Program
M.A. GEDNEY: US Trustee Appoints Official Creditors' Committee
MICRON TECH: Files Countervailing Duty Case vs. DRAM Products

MIKOHN GAMING: Third Quarter Net Loss Further Balloons to $30MM
MIKOHN GAMING: Sigma Game Will Continue Contract with Company
MILLERS AMERICA: Hallmark Purchases Defaulted Note for $6.5MM
MIMBRES VALLEY: Violates Covenants Under Mortgage Loan Agreement
MORGAN STANLEY: Fitch Affirms Low-B & Junk Ratings on 7 Classes

MORTON HOLDINGS: Wants Nod to Obtain Up to $2.5MM DIP Facility
NEXELL THERAPEUTICS: Five Directors Resign from Board
NORTEL NETWORKS: Moody's Drops Senior Ratings over Low Liquidity
OGLEBAY NORTON: Names Michael Minkel as VP for Sales & Marketing
OUTSOURCING SOLUTIONS: S&P Drops Ratings D After Missed Payment

OWENS CORNING: HOMExperts Business Acquires Home Finishes LLC
PACIFIC NORTHERN: S&P Withdraws BB- Rating on Company's Request
POLAROID CORP: Wants to Expand Engagement of KPMG as Accountants
RFS ECUSTA: Wants to Hire Dechert as Bankruptcy Co-Counsel
SIERRA PACIFIC: Completes $100MM Term Loan Financing Transaction

SLI INC: Committee Taps Pepper Hamilton as Bankruptcy Counsel
US AIRWAYS: October Revenue Passenger Miles Slides-Up 5.9%
VICWEST CORP: Allen Capsuto Appointed as New Chief Fin'l Officer
WASHINGTON CASUALTY: S&P Hatchets Counterparty Rating to Bpi
WHEELING-PITTSBURGH: Wants Court Approval to Amend DIP Facility

WICKES INC: Weak Liquidity Prompts S&P to Further Junk Rating
WINSTAR COMMS: Lucent Seeks Dismissal of Ch. 7 Trustee's Claims
WORLDCOM INC: Look for Schedules and Statement by Jan. 31, 2002
WORLDCOM: Implements Program to Restore Confidence in Company
WORLDTEQ GROUP: Working Capital Deficit Tops $200MM at Sept. 30

W.R. GRACE: Court Nixes Claimants' Bid to Appoint a Trustee
XO COMMS: Wins Approval to Hire Shaw Pittman as Special Counsel

* Corporate Diagnostics Group to be Launched Today
* Saybrook Capital Names Cary Stanford as Managing Director

* Meetings, Conferences and Seminars

                           *********

ACCESS HEALTH: Emerges from Bankruptcy -- with Flying Colors
------------------------------------------------------------
Access Health Alternatives, Inc., (OTC Bulletin Board: AHAI) has
emerged from Chapter 11 and that its Amended Plan of
Reorganization has been approved by the U.S. Bankruptcy Court
and is now in effect.

Pursuant to the Plan, International Paintball Manufacturing
Corp., has become a wholly owned subsidiary of the company. In
addition, pursuant to the plan, the previously issued and
outstanding common stock of the company has been reversed split
1-100 whereby the former shareholders of the company will
receive 1 share of common stock for each 100 shares of common
stock previously owned. Also pursuant to the Plan, an additional
16,081,296 shares of common stock were issued, of which
13,678,250 were issued to the former shareholders of
International Paintball Manufacturing Corp., and 2,000,000
shares of common stock were issued in consideration for various
services provided to the International Paintball Manufacturing
Corp., subsidiary.  In addition, in accordance with the Plan,
Pamela Wilkinson Cohen, Joseph Camillo and Robert E. Salveson
were appointed as the Company's new directors and Robert E.
Salveson was appointed as the new President and Joseph Camillo
as the new Secretary of the company.

About Access Health Alternatives, Inc., is an international
manufacturer of commercial grade consumable private labeled
"paintballs" for use in organized and recreational alternatives
sports competitions.


ADELPHIA COMMS: Court Extends Exclusive Filing Time to Feb. 21
--------------------------------------------------------------
Judge Gerber extended Adelphia Communications' exclusive period
within which to propose and file a Plan to February 21, 2003,
and the exclusive period during which to solicit acceptances of
that plan from creditors to April 21, 2003. (Adelphia Bankruptcy
News, Issue No. 22; Bankruptcy Creditors' Service, Inc.,
609/392-0900)

Adelphia Communications' 9.875% bonds due 2007 (ADEL07USR2),
DebtTraders says, are trading at 33.5 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL07USR2
for real-time bond pricing.


AIRGATE PCS: iPCS Unit Hires Houlihan Lokey to Review Options
-------------------------------------------------------------
AirGate PCS, Inc. (NASDAQ/NM:PCSA), a PCS Affiliate of Sprint
whose corporate credit rating has been downgraded by Standard &
Poor's to Junk Level, announced that iPCS, Inc., a wholly owned,
unrestricted subsidiary of AirGate, has reinstated the deposit
requirement for sub-prime credit customers who choose its Clear
Pay program in the Midwest region. The Company believes this
policy will improve the overall quality of its customer base.
The decision was made with the support of iPCS's senior lenders
who have agreed to waive the covenant contained in the iPCS
senior credit facility requiring a certain minimum number of
subscribers be added for the quarter ending December 31, 2002.
The amendment also eliminates the need to maintain a $10 million
minimum cash balance and reduces the amount of the credit
facility by the same amount to $130 million.

iPCS has also retained Houlihan Lokey Howard & Zukin Capital to
review its strategic alternatives, including developing and
implementing a plan to provide an optimal long-term capital
structure for iPCS.

Commenting on these announcements, Thomas M. Dougherty,
president and chief executive officer of AirGate PCS, said, "We
recognize the critical importance of maintaining the quality of
our customer base. Over time we want to leverage the credit
quality of our subscriber base with an appropriate mix of prime
and sub-prime credit customers. The waiver of the minimum
subscriber covenant at December 31, 2002, enables us to
reinstate the deposit in the Midwest and to focus on adding
quality subscribers. We are pleased with the support shown by
the iPCS lenders in this strategy by waiving the current minimum
subscriber covenant. We are also focused on reducing churn over
the next year and managing our business in the most efficient
way possible to reduce our costs and conserve capital. We plan
to work with the lenders to implement these changes and to
address other needed changes to the iPCS credit facility to
facilitate a revised iPCS business plan."

AirGate also announced it has been formally notified by the
NASDAQ Stock Market that the price of its common stock has
closed below $1.00 per share for 30 consecutive trading days
and, as a result, it is not in compliance with the NASDAQ
National Market's listing requirements. Under NASDAQ guidelines,
AirGate has a 90-day grace period during which time it can
regain compliance if the closing bid price for its common stock
is above $1.00 for 10 consecutive trading days. AirGate also has
the option to apply to transfer its common stock listing to the
NASDAQ SmallCap Market, which, if the application is approved,
will extend the grace period to 180 days.

"We are reviewing all options available to us to return to
compliance and are working to maintain our NASDAQ listing," said
Dougherty.

In order to streamline operations, the Company also announced a
reduction in workforce of approximately 50 employees, primarily
in the corporate office. Dougherty added, "While any decision to
eliminate employees is difficult, we believe we have retained
key employees and rationalized our processes to realize greater
operating efficiencies."

AirGate PCS, Inc., including its subsidiaries, is the PCS
Affiliate of Sprint with the exclusive right to sell wireless
mobility communications network products and services under the
Sprint brand in territories within seven states located in the
Southeastern and Midwestern United States. The territories
include over 14.6 million residents in key markets such as Grand
Rapids, Michigan; Charleston, Columbia, and Greenville-
Spartanburg, South Carolina; Augusta and Savannah, Georgia;
Champaign-Urbana and Springfield, Illinois; and the Quad Cities
areas of Illinois and Iowa. AirGate PCS is among the largest PCS
Affiliates of Sprint. As a PCS Affiliate of Sprint, AirGate PCS
operates its own local portion of the PCS network from Sprint to
exclusively provide 100% digital, 100% PCS products and services
under the Sprint name in its territories.

Sprint operates the nation's largest all-digital, all-PCS
wireless network, already serving more than 4,000 cities and
communities across the country. Sprint has licensed PCS coverage
of more than 280 million people in all 50 states, Puerto Rico
and the U.S. Virgin Islands. In August 2002, Sprint became the
first wireless carrier in the country to launch next generation
services nationwide delivering faster speeds and advanced
applications on Vision-enabled phones and devices. For more
information on products and services, visit www.sprint.com/mr.
Sprint PCS is a wholly-owned tracking stock of Sprint
Corporation trading on the NYSE under the symbol "PCS." Sprint
is a global communications company with approximately 75,000
employees worldwide and $26 billion in annual revenues and is
widely recognized for developing, engineering and deploying
state-of-the art network technologies.


ALARIS MEDICAL: Net Capital Deficiency Narrows to $38 Million
-------------------------------------------------------------
ALARIS Medical Inc., (AMEX:AMI) reported a 9% increase in third
quarter sales with net income for the quarter of $1.9 million.

Sales were $113.1 million for the quarter ended September 30,
2002, an increase of $9.4 million, or 9%, compared with $103.6
million for the same period in 2001.

Adjusted EBITDA increased 13% to $24.0 million for the quarter
versus $21.3 million for the same period in the prior year. Net
income for the quarter was $1.9 million, which compares with a
net loss of $1.2 million for the third quarter of 2001.

For the nine months ended September 30, 2002, sales increased 8%
to $326.0 million. Year to date earnings were $4.0 million,
compared with a loss of $8.1 million for the same period in the
prior year. Adjusted EBITDA increased 13% to $66.9 million for
the first nine months of 2002 from $59.1 million for the same
period in 2001.

In Alaris' September 30, 2002 balance sheets, the Company
recorded a total shareholders' equity deficit of about $38
million, as compared to $46 million recorded at December 31,
2001.

"We are quite pleased with our overall financial performance for
the first three quarters of the year," said David L.
Schlotterbeck, president and chief executive officer. "We have
made tremendous progress in executing on both our short-term and
long-term strategic plans and business strategies. Our
profitability and significantly improved financial results are a
direct result of this progress."

                          Third Quarter Results

Sales

Sales increased $9.4 million, an increase of 9% (7% in constant
currency) for the quarter ended September 30, 2002 compared with
the same quarter last year. North America sales were $78.1
million, an increase of $3.6 million, or 5%, compared with the
third quarter of 2001. The increase was primarily due to higher
volumes of drug infusion dedicated and non-dedicated disposable
administration sets. International sales were $35.0 million, an
increase of 20% (11% in constant currency). The increase was
primarily due to increased volume of drug infusion volumetric
and syringe pumps and dedicated and non-dedicated disposable
administration sets compared with the same period in the prior
year.

For the nine months ended September 30, 2002, sales were $326.0
million, an increase of $25.0 million, or 8% (also 8% in
constant currency as the slight favorable foreign currency
benefit of a weaker U.S. dollar was less than 1% of consolidated
sales), compared with $301.0 million over the same period in the
prior year. Higher volumes of both drug infusion instruments and
disposable administration sets in North America resulted in an
increase in revenues of $17.5 million, or 8%, over the prior
year. Contributing to the North America increase was $14.6
million in sales of its new MEDLEY(TM) Medication Safety System
(including $6.6 million during the third quarter) compared with
$5.5 million during the nine-month period in 2001. The increases
in drug infusion products in North America were partially offset
by lower volumes of patient monitoring instruments and
disposables compared with the prior year. International sales
increased $7.5 million, or 8% (6% in constant currency), due to
higher volumes and revenues of non-dedicated disposable
administration sets, large volume pumps and syringe pumps
compared with the prior year. The increase in large volume pump
sales for the International business is primarily attributed to
the Asena(TM) GW, a new product launched in late 2001.

Gross Profit

Gross profit increased $7.7 million, or 15%, during the quarter
ended September 30, 2002, compared with the same quarter last
year. The gross margin percentage increased to 50.9% in the
third quarter of 2002, from 48.1% in the third quarter of 2001.
The improved margin percentage was due to increased volume of
disposables (which have higher margins than instruments) and to
a higher percentage of international sales, which have higher
margins.

Selling and Marketing Expenses

Selling and marketing expenses increased $3.2 million, or 17%,
during the quarter ended September 30, 2002, compared with the
same period in 2001 as a result of higher sales volume in the
third quarter of 2002 compared with the prior year, as well as
higher selling and marketing costs related to increased
personnel and related activities supporting the North America
launch of the MEDLEY(TM) Medication Safety System. Also
contributing to this increase were higher marketing expenses
related to new product strategies. These increases were
partially offset by reductions in its distribution costs over
the prior year. As a percentage of sales, selling and marketing
expenses increased to 19.9% for the third quarter of 2002 from
18.6% in the third quarter of 2001.

General and Administrative Expenses

General and administrative expenses decreased $1.8 million, or
15%, during the three months ended September 30, 2002, compared
with the three months ended September 30, 2001. As a percentage
of sales, general and administrative expenses decreased to 8.9%
in the third quarter of 2002 from 11.5% in the third quarter of
2001. This decrease was due to a $2.3 million reduction in
amortization expense resulting from the adoption of new
accounting requirements effective January 1, 2002, under which
its goodwill and certain other amortization expense ceased. Had
the newly adopted accounting standards been in effect during the
third quarter of 2001, general and administrative expense for
such quarter would have been 9.3% of sales. Other cost increases
in general and administrative expenses were generally offset by
lower bonus expense in the current period.

Research and Development Expenses

Research and development expenses increased approximately $1.6
million, or 24%, during the three months ended September 30,
2002 compared with the three months ended September 30, 2001 due
to an increase in R&D personnel. As a percentage of sales,
spending on research and development was 7.1% for the third
quarter of 2002, compared with 6.3% for the third quarter of
2001.

Income from Operations

Income from operations increased $4.6 million during the three
months ended September 30, 2002 compared with the three months
ended September 30, 2001, primarily due to an increase in gross
profit and lower amortization expense.

Interest Expense

Interest expense decreased $1.1 million, or 7%, during the three
months ended September 30, 2002, compared with the three months
ended September 30, 2001. This decrease resulted from lower
overall interest rates on its outstanding indebtedness due to
the replacement of ALARIS Medical Systems' bank credit facility
with a public debt offering in October 2001. The decrease was
partially offset by increased accretion on the 11-1/8% senior
discount notes.

Interest Income

Interest income decreased $0.3 million during the quarter ended
September 30, 2002 compared with the same quarter in 2001 due to
lower interest rates earned on cash balances in 2002 compared
with 2001.

Other, net

Other, net decreased to $0.3 million of expense during the
quarter ended September 30, 2002, compared with $0.1 million of
income for the same period in the prior year. The change is due
primarily to an increase in foreign currency transaction losses
of approximately $0.2 million from the prior year.

Financial Position

ALARIS Medical reported net debt (total debt less cash on hand)
of $464.4 million at September 30, 2002. Long-term debt was
$522.8 million and cash was $58.4 million. This represents a
$9.6 million reduction from net debt of $474.0 million at
December 31, 2001. The current portion of long-term debt was
reduced during 2002 from $16.0 million at December 31, 2001 to
zero at September 30, 2002, when the Company retired at maturity
on January 15, 2002 its 7-1/4% convertible subordinated
debentures.

Outlook

For full year 2002, the Company continues to confirm its earlier
guidance of 10% sales growth generating earnings per share and
Adjusted EBITDA of approximately $0.11 and $93 million,
respectively. It has historically experienced some seasonality
in its sales with fourth quarter sales being greater than
earlier quarters. This is primarily due to seasonal
characteristics of the industry including hospital equipment
purchasing patterns. The Company is expecting the fourth quarter
of 2002 to experience this same seasonality.

The Company has not completed its next year's business plan but
it currently anticipates sales growth for 2003 at least 10%
higher than 2002.

ALARIS Medical Inc. (AMEX:AMI), through its wholly owned
operating company, ALARIS Medical Systems Inc., develops
practical solutions for medication safety at the point of care.
The company designs, manufactures and markets intravenous (IV)
medication delivery and infusion therapy devices, needle-free
disposables and patient monitoring equipment. ALARIS Medical's
"smart" technology, tools and services are designed to reduce
the risks and costs of medication errors, and safeguard patients
and clinicians. The company provides its products, professional
and technical support and training services to over 5,000
hospital and health care systems, as well as alternative care
sites in more than 120 countries through its direct sales force
and distributors. Headquartered in San Diego, ALARIS Medical
employs approximately 2,600 people worldwide and operates
manufacturing facilities in the United States, Mexico and the
United Kingdom.


ALLEGHENY ENERGY: Bank Lenders Waive Defaults Under Credit Pact
---------------------------------------------------------------
Allegheny Energy, Inc., (NYSE: AYE) announced that its
subsidiaries, Allegheny Energy Supply Company, LLC, and
Allegheny Generating Company, have received waivers from bank
lenders under their syndicated credit agreements which extend
through November 29, 2002.

Allegheny Energy and its subsidiaries continue discussions with
their bank lenders under these and other facilities, which are
in default, to secure additional funding and a longer term
solution to the Company's liquidity needs.

Allegheny Energy had previously announced on October 8, 2002,
that it, Allegheny Energy Supply Company, and Allegheny
Generating Company were in technical default under their
principal credit agreements after Allegheny Energy declined to
post additional collateral in favor of several trading
counterparties.

With headquarters in Hagerstown, Md., Allegheny Energy is an
integrated Fortune 500 energy company with a balanced portfolio
of businesses, including Allegheny Energy Supply, which owns and
operates electric generating facilities and supplies energy and
energy-related commodities in selected domestic retail and
wholesale markets; Allegheny Power, which delivers low-cost,
reliable electric and natural gas service to about three million
people in Maryland, Ohio, Pennsylvania, Virginia, and West
Virginia; and a business offering fiber-optic and data services,
energy procurement and management, and energy services. More
information about the Company is available at
http://www.alleghenyenergy.com


ALLIANCE LAUNDRY: Offering to Purchase 9-5/8% Sr. Notes for Cash
----------------------------------------------------------------
Alliance Laundry Systems LLC and Alliance Laundry Corporation --
whose $243 million Bank Facility is rated by Standard & Poor's
at B -- commenced an offer to purchase for cash and solicitation
of consents relating to their $110,000,000 outstanding principal
amount of 9-5/8% Senior Subordinated Notes due 2008.

The total consideration to be paid for each validly tendered
Note, which includes a purchase price of $990.00 and a consent
payment of $30.00, will be equal to $1,020.00 (or 102.00%) per
$1,000 principal amount of the Notes tendered, plus accrued and
unpaid interest on the Notes up to, but not including, the date
of payment. Only holders who tender their Notes prior to the
consent date will receive the total consideration. Holders who
tender their Notes after the consent date and before the
expiration date will receive the total consideration less the
consent payment of $30.00, or $990.00 per $1,000 principal
amount of the Notes.

The offer to purchase is conditioned upon, among other things,
the receipt of sufficient consents to amend the Indenture
governing the Notes and completion of the initial public
offering by Alliance Laundry Systems Income Fund. The Company
and ALC reserve the right to waive any of the conditions to the
offer to purchase.

On October 1, 2002, the Fund and the Company announced that the
Fund filed a preliminary prospectus with securities regulators
across Canada for the initial public offering of trust units of
the Fund. The Fund was created to acquire an indirect ownership
interest in the Company and will make monthly distributions of
its available cash to the holder of its units. The Company
expects to use the proceeds from the sale of such ownership
interest to reduce existing debt and retire other securities and
to ultimately provide it with the flexibility to fund future
acquisitions and product development. Specifically, the Company
currently intends to use a portion of the proceeds from such
sale to consummate the offer to purchase its outstanding Notes.
The closing of the public offering is subject to the receipt of
required regulatory approvals and other customary conditions.
The parties expect the initial public offering to close on or
about December 2, 2002.

In conjunction with the offer to purchase, consents to a
proposed waiver and proposed amendments to the Indenture
governing the Notes are being solicited. The proposed waiver
would waive certain requirements of the Company and ALC upon a
change of control as set forth in the Indenture and the proposed
amendments would eliminate substantially all of the Indenture's
restrictive covenants and would amend event of default
provisions contained in the Indenture. Adoption of most of the
proposed amendments requires the consent of the holders of at
least a majority of the principal amount of the outstanding
Notes. Adoption of the proposed waiver and certain of the
proposed amendments requires the consent of the holders of at
least 75% of the principal amount of the outstanding Notes.
Holders who tender their Notes will be required to consent to
the proposed waiver and the proposed amendments and holders may
not deliver consents to the proposed waiver and the proposed
amendments without tendering their Notes in the offer to
purchase.

The solicitation of consents will expire at 5:00 p.m., New York
City time, on November 15, 2002, unless terminated or extended.
The offer to purchase will expire at 5:00 p.m., New York City
time, on December 4, 2002, unless terminated or extended. Notes
tendered and consents delivered before the consent date may not
be withdrawn or revoked, respectively, after the consent date.

Lehman Brothers Inc., is acting as the dealer manager for the
offer to purchase and the solicitation agent for the
solicitation of consents. The depositary for the offer to
purchase is The Bank of New York. The offer to purchase and
solicitation of consents are being made pursuant to an Offer to
Purchase and Consent Solicitation Statement dated November 4,
2002, and related Letter of Transmittal and Consent, which more
fully set forth the terms of the offer to purchase and
solicitation of consents.

Questions regarding the offer to purchase and solicitation of
consents may be directed to Lehman Brothers Inc., the dealer
manager and solicitation agent, at 800/438-3242 (toll free) or
212/528-7581. Copies of the Offer to Purchase and Consent
Solicitation Statement and related documents may be obtained
from D. F. King & Co., Inc., the information agent, at 800/431-
9642 (toll free) or 212/269-5550.

Alliance Laundry Systems LLC is a leading designer, manufacturer
and marketer of commercial laundry equipment in North America
and worldwide. The Company's equipment is used in laundromats
and multi-housing laundries, universities, military
installations and on-premise laundries under the brands of Ajax,
Huebsch, Speed Queen and UniMac. Alliance Laundry Corporation is
a wholly-owned subsidiary of the Company that was incorporated
for the sole purpose of serving as co-issuer of the Notes in
order to facilitate the offering of the Notes. ALC does not have
any business operations or assets and does not have any
revenues.

Alliance Laundry Systems Income Fund is an open-ended, limited
purpose trust established under the laws of the Province of
Ontario. The Fund was created to consummate an initial public
offering of its trust units in Canada and will acquire an
indirect ownership interest in Alliance Laundry Systems LLC. The
Fund will make monthly distributions of its available cash to
the holders of its units.


AMERICAN COMPENSATION: S&P Cuts Financial Strength Rating to Bpi
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its financial
strength rating on American Compensation Insurance Co., to
single-'Bpi' from triple-'Bpi' because for year-end 2001 and
2000, ACIC had a total net after-tax loss of nearly $30 million.

This loss weakened the company's capital position to a level
considered very weak by Standard & Poor's. Surplus at year-end
2001 was $19.5 million, a significant fall from year-end 1999
surplus of $46.0 million.

ACIC is a stock company licensed in 23 states, with 90% of total
revenue derived from Minnesota, Michigan, Colorado,
Massachusetts, and Missouri. The company exclusively underwrites
workers' compensation coverage.


AMPLIDYNE INC: Fails to Comply with Nasdaq Listing Requirements
---------------------------------------------------------------
Amplidyne, Inc., (NASDAQ: AMPD) received a Nasdaq Staff
determination on October 28, 2002, indicating that the Company
fails to comply with the stockholders' equity requirement for
continued listing set forth in MarketPlace Rule 4310(C)(2)(B)
and that its securities are, therefore, subject to delisting
from the Nasdaq SmallCap Market.

In addition, the Staff has advised the Company that its common
stock failed to maintain a closing bid price of $1.00 as
required by MarketPlace Rule 4310(C)(4).

The Company has requested a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff's determination. There
can be no assurance that the Panel will grant the Company's
request for continued listing. Failure to maintain listing on
the Nasdaq SmallCap Market will result in the Company's shares
being quoted on the NASD's OTC Bulletin Board.

                          *     *     *

In its Form 10QSB filed on August 19, 2002, with the Securities
and Exchange Commission, the Company's independent auditors
reported:

"The [Company's] unaudited financial statements have been
prepared in accordance with generally accepted accounting
principles for interim financial information. Accordingly,  they
do not include all the information and footnotes required by
generally  accepted accounting principles for financial
statements.  For further information, refer to the audited
financial statements and notes thereto for the year  ended
December 31, 2001, included in the Company's Form 10-KSB filed
with the  Securities  and  Exchange  Commission  on  April  15,
2002.

"The Company's financial statements have been presented on a
going concern basis, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course
of business. The liquidity of the Company has been adversely
affected  in  recent years by significant losses from
operations.  As further discussed in Note G, the Company
incurred losses of $2,113,580 for the six-month  period  ended
June 30, 2002 and has limited cash reserves, raising substantial
doubt as to its ability to continue as a going concern.

"[Thus, the] management is seeking additional financing and
intends to aggressively market its products, control operating
costs and broaden its product base through enhancements of
products. The Company believes that these measures may provide
sufficient liquidity for it to continue as a going
concern in its present form."


ANC RENTAL: Dist. Court Dismisses Airport Consolidation Appeals
---------------------------------------------------------------
ANC Rental Corporation Debtors Alamo Rent-A-Car and National Car
Rental System both maintain customer service booths, or
concessions, at various national airports.  Prior to the
bankruptcy, Alamo and National engaged in a competitive bidding
process to obtain the concession contracts.  The contracts were
negotiated between Alamo and National and the appropriate local
airport board or governing authority.  Hertz Corporation and
Avis Rent a Car System Inc., also hold similar contracts with
local airport authorities across the nation.  Nevertheless,
neither Avis nor Hertz is a party to any of the contracts
between Alamo or National and the local airport boards.

On February 27, 2002, Hertz and Avis filed the first of several
appeals from the orders of the Bankruptcy Court for the District
of Delaware.  The appellants seek review of the orders of the
Bankruptcy Court that allowed Alamo and National to assign their
airport concession contracts to ANC, which would then assume the
contracts as the debtor-in-possession pursuant to Section 365 of
the Bankruptcy Code.

The Appellants argue that the airport concession contracts
require the concessionaires to insure a minimum annual profit,
or minimum annual guarantee.  They also allege that the
contracts prohibit "dual branding," a practice that would permit
a single concessionaire to operate more than one business at the
designated concession location.  Hertz and Avis contend that the
Bankruptcy Court's orders allow Hertz and Avis to circumvent
each of these provisions.  The Debtors respond that the
contracts at issue do not prohibit dual branding and that ANC
assumed the contracts "cum onere", or with all burdens.

The Appellants raise six issues on appeal.  Among these issues
is whether the Bankruptcy Court erred in concluding that the
appellants lacked standing to object to the motions filed by the
Debtors for the assumption and the assignment of the concession
agreements.

Delaware District Court Judge Gregory M. Sleet finds that
regardless of whether the Appellants had standing to object to
the motions in the Bankruptcy Court, they lack standing to bring
this appeal because:

-- they are not "persons aggrieved" by the order of the
    Bankruptcy Court; and

-- they are attempting to assert rights belonging to a third-
    party, namely the airport boards in question.

After considering the issues of standing, Judge Sleet concludes
that neither Hertz's nor Avis' rights, burdens, nor property
will be directly and adversely affected by the actions of the
Bankruptcy Court.  The Appellants, therefore, lack standing to
bring these appeals.  Consequently, the District Court rules
that all of the pending appeals will be dismissed.  But Judge
Sleet clarifies that this dismissal will have no affect on any
other pending or subsequently filed actions arising under
different sections of the Bankruptcy Code that give the Debtors
standing to be heard and to appeal. (ANC Rental Bankruptcy News,
Issue No. 21; Bankruptcy Creditors' Service, Inc., 609/392-0900)


AQUILA: Closes Pact to Effect Exit from Lodi Gas Storage Project
----------------------------------------------------------------
Aquila, Inc., (NYSE:ILA) -- whose preferred stock is currently
rated by Fitch at BB+ -- has closed an agreement with ArcLight
Capital Holdings LLC, an affiliate of ArcLight Energy Partners
Fund I, L.P., that effects Aquila's exiting the Lodi Gas Storage
Project in California.

The agreement is one more step in the company's current program
to reduce its non-core asset exposure.

Through an affiliate, Aquila owned a 50% interest in WHP
Acquisition Company, LLC, a company jointly established with an
affiliate of ArcLight in 2001 to purchase Western Hub
Properties, L.L.C., the developer of the Lodi Gas Storage
Project. The project is about 35 miles south of Sacramento, has
working gas storage capacity of 12 billion cubic feet and is
interconnected to the PG&E backbone gas pipeline. In connection
with the transaction, Aquila was released from certain debt and
acquisition obligations relating to the Lodi Gas Storage
Project.

Aquila's exit from its investment in the Lodi Gas Storage
Project is a further step in implementing Aquila's strategic
decision to transition back to a regulated utility, namely the
exit from those elements of the company's previous energy
merchant strategy that are not consistent with its current
business model. Aquila will continue to focus on the
restructuring of its remaining gas storage investment and
tolling arrangements.

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


ARMSTRONG: Sues Claims Resolution to Recoup Pref. Transfers
-----------------------------------------------------------
Before the Petition Date, Armstrong World Industries was a
member of the Center for Claims Resolution, which was formed in
1988 by AWI and other corporations for the purpose of having an
agent to administer, settle and manage all asbestos-related
personal injury claims brought against CCR members. Each month,
the CCR submitted an invoice to the CCR members, including AWI,
representing the amount owed by CCR for settlements with certain
asbestos personal injury claimants entered into on behalf of the
CCR members.

AWI received invoices for July, August and September 2000.
Between September 7, 2000, and December 6, 2000, AWI transferred
and paid to CCR $93,909,952.77 in payment for these three
invoices.  These payments were made by wire transfer.

AWI now alleges that these transfers were made to CCR as a
creditor, and are recoverable as preferences made for the
benefit of other AWI creditors, who were certain asbestos
personal injury claimants that received payments from CCR out of
the funds provided by AWI.  AWI, therefore, asks the Court for
judgment against CCR in the amount of the three months'
payments, plus interest.

In August 2001, CCR filed a proof of claim against AWI exceeding
$294,169,436.  AWI also asks the Court to disallow this claim
until and unless CCR returns the "preferential transfers".
(Armstrong Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


AVATEX CORP: Total Stockholders' Deficit Widens to $8.9 Million
---------------------------------------------------------------
Avatex Corporation (OTC Bulletin Board: AVAT), has filed its
quarterly report on form 10-Q with the Securities and Exchange
Commission announcing financial results for the second quarter
and first six months of fiscal 2003 ending September 30, 2002.

                         Second Quarter

The Company recorded a net loss of $1.9 million compared with a
net loss of $3.1 million for the same period last year.

                         Year-to-Date

The Company recorded a net loss of $3.9 million, compared with a
net loss of $12.6 million for the same period last year after
recognizing an extraordinary gain on the early retirement of
debt of $2.5 million.

It is possible that the Company will not have sufficient cash to
pay the $14.3 million face amount of the 6.75% notes issued by
Avatex Funding, Inc., when they mature on December 7, 2002.
Management continues to investigate strategies and alternatives
to address this issue.  However, should the Company not be able
to generate sufficient cash flows from its investments,
restructure its liabilities, and/or obtain additional financing,
the Company may have to seek protection under the federal
bankruptcy laws.

At September 30, 2002, Avatex's balance sheets show a working
capital deficit of over $12 million, and a total shareholders'
equity deficit of about $8.9 million.


BETA BRANDS: September 29 Balance Sheet Upside-Down by $29 Mill.
----------------------------------------------------------------
Beta Brands Incorporated (TSX Venture Exchange: BBI), a leading
manufacturer and distributor of quality confectionery and bakery
products, reported financial results for the third quarter and
nine-month period ended September 29, 2002.

For the three months ended September 29, 2002, the Company had
revenue of $18.4 million compared to $19.5 million for the
corresponding quarter last year. Revenue, net of products
associated with the Life Savers(R) brand, was $17.2 million in
the three months ended September 29, 2002 and $17.9 million in
the corresponding quarter of 2001. Beta Brands sold the Canadian
rights to the Life Savers(R) brand to Kraft Foods in December of
2001 and the Company continues to manufacture Life Savers(R)
products for Kraft under a two-year co-pack agreement. Third
quarter sales to Canadian customers were unchanged on a year-
over-year basis at $9.5 million. Sales to U.S. and international
customers for the quarter ended September 29, 2002 decreased to
$8.9 million from $9.9 million in the same period a year ago.
Beta Brands' decreased sales resulted from reduced confectionery
shipments caused by production delays that are primarily
attributable to the installation and start-up of a new mogul and
new packaging lines at the Company's London facility as well as
reduced sales of chocolate products.

Earnings before interest, taxes, depreciation, amortization,
foreign exchange and related party costs was $0.6 million for
the three-months ended September 29, 2002 compared to Operating
EBITDA of $1.8 million for the corresponding quarter in the
prior year. Beta Brands net loss for the quarter totaled $3.4
million compared to a restated net loss of $3.5 million for the
corresponding three-month period in 2001.

"Demand for our products continues to be strong. We are working
diligently to overcome confectionery production delays in order
to increase confectionery shipments and meet customer delivery
requirements," said John Lambert, President and CEO. "Improving
our manufacturing processes and increasing our capacity and
throughput is a key part of our business plan. While we have
experienced implementation challenges over the last two
quarters, we continue to expect these initiatives to deliver
long-term value for all of our stakeholders."

Revenue for the nine-month period ended September 29, 2002 was
$50.0 million versus $52.5 million in the corresponding period a
year ago. Operating EBITDA was $0.2 million compared to $3.5
million during the first nine months of 2001. The Company's net
loss for the first nine months of 2002 was $5.4 million compared
to a restated net loss of $8.2 million in the corresponding
period in 2001. The decreased loss in the first nine months of
2002 resulted from reduced interest expense and a foreign
exchange gain of $0.6 million, compared to a restated foreign
exchange loss of $3.3 million for the same period a year ago.

During the quarter, Beta Brands began manufacturing a new
private label brand of cracker products at its London facility
for a major U.S. marketer and distributor of natural and
specialty foods. Given the extensive distribution network of
this new customer and the popularity of this category, Beta
Brands believes that this new private label brand of crackers
could become one of its highest volume bakery products. The
initial order, delivered in the third quarter, was for nine
different cracker products.

Productivity improvement initiatives continued during the
quarter at the Company's London facility where a new mogul and
new packaging lines for the production of jube and jelly
confectionery products became operational in the third quarter
ended September 29, 2002. The Company expects increased
production from the new lines, which has not yet reached
anticipated levels, during the fourth quarter of fiscal 2002.

Gross profit during the quarter was $2.6 million or 14.1% of
sales compared to $4.3 million or 22.2% of sales in the third
quarter a year ago. Gross profit for the nine-month period ended
September 29, 2002 was $6.7 million or 13.3% of sales compared
to $10.4 million or 19.8% of sales for the corresponding period
in 2001. The reduction in the third quarter was primarily due to
lower margins related to Life Savers(R), and reduced
confectionery production and shipments due to production delays
as described above. In addition, gross profit was reduced due to
increased raw material costs for some commodities and
outsourcing production of certain confectionery finished goods
in order to meet customer delivery requirements. Management is
taking aggressive and concerted actions, including focused
process improvements and recruitment of additional technical
resources, to address these production issues and to improve
confectionery shipments and margins moving forward.

As at September 29, 2002, the Company had $0.04 million in cash
and a working capital deficit of $2.4 million. This compares to
a working capital deficit of approximately $7.0 million at
September 30, 2001. During the quarter, Beta Brands obtained a
short-term bridge loan facility up to a maximum of US $3.5
million to help fund its working capital requirements during the
peak sales period in the second half of the year. This loan is
similar to the short-term facility obtained by the Company in
previous years. As of September 29, 2002, the Company had
utilized US $1.5 million of this short-term bridge loan
facility. Beta Brands is likely to require additional short-term
financing within the next twelve months to supplement its
working capital requirements and to fund its capital expenditure
program.

At September 29, 2002, the Company's balance sheet is upside-
down, showing a total shareholders' equity deficit of about $29
million.

During the third quarter ended September 29, 2002, the Company
announced the formation of a special committee of the Board of
Directors to address short and long-term financing requirements.
Subsequent to the end of the third quarter of 2002, the special
committee negotiated an agreement with the Company's senior
lenders under which the Company deferred its October 15, 2002
interest and principal payment due in conjunction with its
senior debt facility, until January 15th, 2003. In addition to
this deferment of approximately $1.3 million in interest and
principal, the Company's senior lenders have also agreed to
waive a capital expenditure covenant of the loan agreement for
the period ended September 2002.

Beta Brands is a leading manufacturer and distributor of quality
confectionery and bakery products for the Canadian, U.S. and
certain international markets. The Company markets products
under a variety of strong brand names including Breath
Savers(R), Beech-Nut(R), McCormicks(R), Goody(R), Champagne(R)
and Bite-Life(R). Beta Brands trades on the TSX Venture Exchange
under the symbol BBI and has approximately 41.3 million common
shares outstanding. For more information please visit the
Company's Web site at http://www.betabrands.com


BMC INDUSTRIES: Third Quarter Results Consistent with Guidance
--------------------------------------------------------------
BMC Industries, Inc., (NYSE:BMM) announced financial results for
the third-quarter and nine-months ended September 30, 2002.
Results are consistent with guidance provided on the company's
second-quarter conference call on July 30, 2002.

                       Financial Results

For the third-quarter 2002, the company reported consolidated
revenues of $57.4 million, down 22 percent from the $73.3
million in third-quarter 2001. The company incurred a net loss
of $4.2 million compared to a net loss of $4.1 million in the
third-quarter one year ago.

Third-quarter 2001 results included goodwill amortization
expense (which has been eliminated as a result of the company
adopting FAS 142). For comparative purposes and adjusting third-
quarter 2001 results for this charge, the company's third-
quarter 2001 pro forma net loss was $3.8 million.

For the nine-months ended September 30, 2002, consolidated
revenues were $193.2 million, a decrease of 19 percent from the
$237.8 million reported for the same period in 2001. Including
the effects of several non-recurring items, recognized in the
first-quarter 2002, the company incurred a net loss of $61.4
million for the first nine-months of 2002. This compares to a
net loss of $9.6 million for the same period in 2001.

Excluding these non-recurring items, the company's pro forma net
loss for the first nine-months of 2002 was $9.1 million. This
compares to pro forma net earnings, adjusted for comparative
purposes, of $0.7 million in the first nine-months of 2001.

                      Management Commentary

"In the third-quarter, we continued to take steps to strengthen
our businesses and return the company to profitability," said
Douglas C. Hepper, chairman, president and chief executive
officer of BMC Industries. "Our Buckbee-Mears group delivered
results consistent with our internal expectations, as we work to
right-size that business for current market conditions."

"At Vision-Ease, we have weathered a string of problems related
to consolidating production into our two remaining facilities.
These problems resulted in service interruptions to our
customers and adversely affected sales."

"Our efforts are intensely focused on restoring confidence in
our service, and taking full advantage of an improving cost
structure and our aggressive product development program to
provide the market with the very best polycarbonate lens value
possible. Those efforts are showing results. Currently, we have
succeeded in restoring our product fill rates to excellent
levels. And, with implementation of a new integrated planning
system in the first half of 2003, we expect to have the
technology support to move our service performance to
historically high levels."

"Finally, continuing improvements in manufacturing performance
are increasing lens product margins, and product development
initiatives will result in several new products by mid-2003."

Hepper continued, "At the same time, we continue to strengthen
the financial health and infrastructure of BMC. In August, we
discontinued our common stock dividend. This decision was
consistent with our stated objective of reducing debt and
devoting all available cash to growing the businesses and
creating long-term shareholder value."

"In September, we reached agreement with our lenders on an
amendment to our existing senior credit facility. This agreement
extended the facility to May 2004 and reduced its aggregate size
to $145 million. As a result, we reclassified the majority of
our debt back to long-term status and increased our financial
flexibility. BMC's total debt as of September 30, 2002 was
$113.3 million, up $2.2 million from June 30, 2002, but down
$28.9 million from December 31, 2001. Looking ahead, we expect a
slight reduction in debt in the fourth-quarter and we expect our
blended interest rate to increase approximately 2.00 percentage
points over the next year as a result of this amendment."

"Earlier this month, we announced that we had entered into an
agreement to settle the shareholder derivative lawsuit. While we
continue to believe the lawsuit was without merit, the
settlement allowed us to focus our full attention on profitably
growing our businesses. Also this month, we appointed three
talented individuals to our board of directors. Speaking for the
management team, we look forward to working with Robert
Endacott, Morris Goodwin, Jr., and Alan Longstreet."

       Buckbee-Mears Group Third-Quarter Operating Highlights

Third-quarter 2002 revenues for the Buckbee-Mears group were
$31.8 million, a decrease of $7.9 million, or 20 percent, from
$39.7 million in the third-quarter of 2001. Overall group sales
were down versus last year's third quarter due primarily to
BMC's exiting the computer monitor mask business segment.
Computer monitor mask sales account for $6.1 million of this
quarter's sales decline.

Sales revenues from television masks were down 3 percent
compared to last year's third quarter due to year-over-year
price pressures and a shift in sales from higher-priced invar
masks to lower-priced masks.

The Buckbee-Mears group reported operating earnings of $2.2
million during third-quarter 2002, as compared to an operating
loss of $3.9 million in the third-quarter of 2001. Operating
margin for third-quarter 2002 was 6.8 percent, as compared to an
operating margin loss of 9.8 percent in third-quarter 2001. The
group's third-quarter 2001 operating earnings, however, were
negatively impacted by costs associated with reduced
manufacturing activity and workforce reduction efforts during
the third quarter of last year at both its Cortland, New York
and Mullheim, Germany facilities.

During the third-quarter of 2002, the company announced that it
had initiated arbitration proceedings in an international
arbitration institute against China-based China National
Electronics Import and Export Corp., and Yantai Zhenghai
Electronic Shadow Mask Co., Ltd.  The company seeks monetary
damages and injunctive relief for alleged violations by Yantai
of multiple terms of a license agreement between CEIEC, Yantai
and the company's Buckbee-Mears Group. This action followed
shortly after the company's favorable settlement of litigation
against a German company for its unauthorized use of BMC's
proprietary technology, in which the company succeeded in
obtaining monetary damages for past infringement actions and a
court mandated damage award in the event of any future
infringement, as well as recognition of the proprietary nature
of BMC's technology.

Revenues from non-mask operations were down $0.7 million
quarter-over-quarter with this business segment posting a slight
operating loss. During the quarter, the group announced that it
would move its electroforming operations from St. Paul,
Minnesota to its facility in Cortland, New York with the goal of
being fully operational by the end of January 2003. When
completed, the company expects the electroforming business to
return to profitability. This decision is in addition to other
non-mask restructuring initiatives, including the sale of the
non-strategic, sheet-etching portion of this business segment
and the discontinuing of company operations in St Paul and
closure of the St. Paul facility in 2003.

     Optical Products Group Third-Quarter Operating Highlights

Total Optical Products group third-quarter 2002 revenues were
$25.6 million, down $8.0 million, or 24 percent, as compared to
revenues in third-quarter 2001. Total polycarbonate lens sales
declined $3.2 million as compared to third-quarter 2001.
Polycarbonate production problems hampered the group's ability
to fully meet customer demand, constraining sales. Lower-margin,
plastic lens sales declined $2.6 million. Glass lens sales
declined $0.8 million, as the market for this lens material
continues to contract worldwide.

Despite the overall sales weakness, Vision-Ease experienced
demand consistent with last year's third-quarter in several key
premium polycarbonate product categories, including its
Tegra(R)-coated and photochromic polycarbonate lenses. The
company's sales in the third-quarter also benefited somewhat
from the recent introduction of two new film-based products in
association with a major retail customer.

The first of these products, announced in April, was an anti-
reflective, mirror-coated polycarbonate sun lens. These
prescription, polarized sunglass lenses, available in a variety
of mirror-coatings, offer customers extra glare reduction as
well as the latest fashion look.

The other new product, announced in August, is a new proprietary
polycarbonate-polarized sun lens utilizing a unique melanin-
based film. These polarized melanin sun lenses are the latest
innovation in prescription sun lens technology, and combine the
unique light-absorbing properties of melanin with Vision-Ease's
patented polarization process for superior protection from the
sun's harmful rays and enhanced visual comfort.

Vision-Ease expects the positive trends for these products to
accelerate in coming quarters. The group also intends to
introduce several more new products in 2003, utilizing Vision-
Ease's demonstrated expertise in lens design and processing
technology.

The Optical Products group reported a third-quarter 2002
operating loss of $0.1 million versus an operating profit of
$2.2 million in third-quarter 2001. The decline was primarily
due to lower sales of higher-margin polycarbonate lenses, and
increased domestic polycarbonate manufacturing costs. Partially
offsetting these items was continued strong performance from the
group's Indonesian manufacturing facility, which continues to
increase its polycarbonate production and substantially reduce
product costs.

                          Business Outlook

The company's outlook remains consistent with guidance
previously issued by BMC in July 2002. For the year ended
December 31, 2002, BMC expects to report a consolidated net loss
of between $2.30 and $2.40 per diluted share, primarily as a
result of the company exiting the computer monitor mask business
and segments of its non-mask business, isolated polycarbonate
manufacturing issues and product shortages, and overall
restructuring efforts in both businesses. Excluding certain non-
recurring items and before the cumulative effect of an
accounting change, the company expects to incur a pro forma net
loss of between $0.30 and $0.40 per diluted share.

Completion of the company's various restructuring efforts is
decreasing product and operating costs throughout the
organization and should allow the company to regain
profitability in 2003.

BMC Industries, founded in 1907, is comprised of two business
segments: Buckbee-Mears and Optical Products. The Buckbee-Mears
group offers a range of services and manufacturing capabilities
to meet the most demanding precision metal manufacturing needs.
The group is a leading producer of a variety of precision photo-
etched and electroformed components that require fine features
and tight tolerances. The group is also the only North American
manufacturer of aperture masks, a key component in color
television picture tubes.

The Optical Products group, operating under the Vision-Ease Lens
trade name, is a leading designer, manufacturer and distributor
of polycarbonate, glass and plastic eyewear lenses. Vision-Ease
is a technology and market share leader in the polycarbonate
lens segment of the market. Polycarbonate lenses are thinner and
lighter than lenses made of other materials, while providing
inherent ultraviolet filtering and impact resistant
characteristics.

BMC Industries, Inc., is traded on the New York Stock Exchange
under the ticker symbol "BMM." For more information about BMC
Industries, Inc., visit the Company's Web site at
http://www.bmcind.com

                           *    *    *

In its Form 10-Q filed on August 14, 2002, with the Securities
and Exchange Commission, the Company stated:

                FINANCIAL POSITION AND LIQUIDITY

"Debt decreased $31.1 million from $142.2 million to $111.1
million during the first six months of 2002 from working capital
reduction initiatives and sales of non-strategic assets. Working
capital was a negative $57.9 million at June 30, 2002 compared
to $70.3 million at December 31, 2001. The decrease in working
capital is the result of reclassification of $110 million of
long-term debt to current liabilities at the end of the quarter.
The Company's credit facilities are discussed below. The current
ratio was 0.6 and 2.3 at June 30, 2002 and December 31, 2001,
respectively. The ratio of debt to capitalization was 64% at
June 30, 2002 compared to 55% at December 31, 2001.

"At June 30, 2002, the majority of the Company's long-term debt
was reclassified to short-term borrowings, as a result of the
debt being due within one year's time (May 15, 2003.) The
Company is currently in discussions with its lenders on an
amendment to extend its existing senior credit facilities. If
and when an agreement is finalized, a majority of these short-
term borrowings will be reclassified back to long-term debt. The
Company was in compliance with all covenants related to credit
facilities as of June 30, 2002. The Company expects that its
financing requirements will be met for the next 12 months and
beyond.  However, management cannot be certain that the Company
will be able to amend the existing credit agreement, obtain
additional financing on acceptable terms, or at all.  If the
Company is unable to obtain sufficient funds on acceptable terms
when they are needed, it could have a material adverse effect on
our financial condition."


BOTTOMLINE HOME: Mantyla McReynolds Airs Going Concern Doubt
------------------------------------------------------------
Bottomline Home Loan, Inc., (fka Cyberenergy, Inc.) was formed
under Nevada law on February 15, 1996. On June 26, 2001,
Bottomline Home Loan, Inc., signed an agreement to acquire a 76%
interest in Bottomline Mortgage, Inc., in exchange for
10,000,000 of the common shares of the Company or a 62% interest
of the issued and outstanding shares of its common stock.
Bottomline Mortgage, Inc., then became an operating  subsidiary
of the Company effective as of July 1, 2001.

The Company operates primarily through its subsidiary,
Bottomline Mortgage, Inc.  Bottomline is an independent retail
mortgage banking company primarily engaged in the business of
originating and  selling residential mortgage loans. During
fiscal year 2002 it originated approximately $46,695,166 in
loans, of which 90.5% were first mortgages and 9.5% were second
mortgages made to persons seeking to refinance their residential
loans.  During the fiscal year 2001 approximately $20,277,215 in
loans were originated of which 78.1% were first mortgages and
21.9% were second mortgages to owners seeking to refinance.

The Company had loan origination income and interest income of
$1,024,193, in addition to income from the sale of loans and
servicing rights in the amount of $1,078,769 and additional
income of $498,365 from the sale of equity builder memberships
in the fiscal year ended June 30, 2002.  The total revenues for
Bottomline during the fiscal year ended June 30, 2002 were
$2,601,327.

The Company had a net income of $52,028 for the year period
ended June 30, 2002, compared to net losses of $252,441 for the
fiscal year ended June 30, 2001.  The net income for the current
year are a reflection of increased business resulting from the
favorable interest rates for mortgages available to the Company
and it's customers during the year. The amount of loan
originations by the Company increased from $20,277,215 for the
fiscal year ended June 30, 2001 to $46,695,166 for the fiscal
year ended June 30, 2002. This 130% increase in loan origination
is a result of the additional commissioned loan origination
staff hired by the Company and the opening of an office in San
Marco, Texas at a time when the mortgage interest rates
available were being reduced. The Company's net loss for the
prior period were attributable to general and administrative
expenses and the increases  reflect the expenses related to the
acquisition of Bottomline Mortgage, Inc., and related
accounting,  audit and reporting expenses arising from that
acquisition.

Net loss for Bottomline Mortgage, Inc., for the year ended June
30, 2001 was $332,037 and for the year ended June 30, 2002 the
net income was $72,165.  For the year ended June 30, 2001 other
losses  contributing to the net loss included a loss of $64,588
on the sale of securities, a $5,021 loss on asset disposal and
unrealized losses of $51,101 on securities.

The Company is currently authorized to issue 500,000,000 shares
of common stock, of which 16,039,000 shares are issued and
outstanding, and 5,000,000 shares of preferred stock, none of
which is  outstanding as of September 20, 2002. Management
believes that the Company has sufficient resources to meet the
anticipated needs of the Company's operations through at least
the fiscal year ending June 30, 2003. The Company anticipates
that its major shareholders and/or the revenue generated from
its current operations will contribute sufficient funds to
satisfy the cash needs of the Company through the fiscal year
ending June 30, 2003.  However, there can be no assurances to
that effect as the Company's need for capital may change
dramatically during that period.

The August 7, 2001, Auditors Report of Mantyla McReynolds of
Salt Lake City, Utah, the Company's independent auditors at that
time, stated:  "The Company's history of operating losses raises
substantial doubt about its ability to continue as a going
concern."

However the Auditors Report of Tanner & Co., issued August 9,
2002, for the period ending June 30, 2002, made no such
statement about the Company's condition.


BUDGET GROUP: Committee Gets Nod to Hire Jefferies as Advisor
-------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 cases involving Budget Group Inc., and its debtor-
affiliates, seek the Court's authority to retain Jefferies &
Company, Inc., as financial advisors, nunc pro tunc to August 8,
2002.

Jefferies is expected to continue to:

A. become familiar with and analyze the business, operations,
    properties, financial condition and prospects of the Debtors;

B. advise the Committee on the current state of the
    restructuring market;

C. assist and advise the Committee in developing a general
    strategy for accomplishing a restructuring; and

D. assist and advise the Committee in evaluating and analyzing a
    restructuring including the value of the securities, if any,
    that may be issued under any restructuring plan.

For its services to the Committee, Jefferies will be compensated
on these terms:

  * A monthly cash retainer fee equal to $125,000 per month for
    the remainder of the Term of the Jefferies Engagement Letter
    payable in advance on the first day of each month.  The
    retainer will be payable by the Debtors in cash.  If payment
    of the first Monthly Retainer is made for a partial month
    based upon the date on which the Jefferies Engagement Letter
    is dated, the Retainer will be pro rated from the date on
    which this Agreement is dated to the end of the month.  Any
    Monthly Retainers paid pursuant to this Agreement will be
    credited toward any fee payable;

  * If the Debtors complete a Restructuring -- which will be
    deemed to occur not later than the effective date of a
    confirmed plan -- during the term of the engagement,
    Jefferies will be entitled to receive from the Debtors a
    Closing Fee in an amount equal to the greater of:

    (a) 0.75% of the Total Consideration received by unsecured
        creditors in connection with the Restructuring, or

    (b) $1,200,000.

    The amount of the Closing Fee payable in cash upon
    consummation of a Restructuring will be reduced by any
    Monthly Retainers credited against the Closing Fee and will
    be further reduced by $375,000 with respect to fees paid to
    Jefferies by the Debtors pursuant to the Engagement Agreement
    dated February 7, 2002 between the Debtors, Jefferies and the
    Ad Hoc Prepetition Committee of Senior Noteholders of the
    Debtors.

    Total Consideration will mean the total proceeds and other
    consideration paid or received or to be paid or received in
    connection with the Restructuring -- which consideration will
    be deemed to include amounts in escrow -- including, without
    limitation:

    -- cash,

    -- notes, securities and other property,

    -- liabilities, including all debt, pension liabilities and
       guarantees, assumed, reinstated, refinanced or
       extinguished,

    -- payments made in installments, and

    -- contingent payments, whether or not related to future
       earnings or operations.

Jefferies will seek reimbursement for all reasonable out-of-
pocket expenses, including, without limitation, the fees and
disbursements of Jefferies' counsel, all reasonable travel
expenses, duplicating charges, messenger services, long distance
telephone calls and other customary expenditures incurred by
Jefferies in performing its financial advisory services. (Budget
Group Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

Budget Group Inc.'s 9.125% bonds due 2006 (BD06USR1),
DebtTraders says, are trading at 19 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BD06USR1for
real-time bond pricing.


CENTERPOINT ENERGY: Moody's Downgrades Credit Ratings to Ba1
------------------------------------------------------------
CenterPoint Energy, Inc., (NYSE: CNP) said that Moody's
Investors Service's decision to reduce its credit ratings and
the ratings of its gas distribution subsidiary from Baa2 to Ba1
will not affect the company's commitment to its ultimate goal of
reducing its level of debt and increasing its financial
flexibility, nor will it affect its commitment to customer
service.  The downgrade will result in a 50 basis point increase
in the cost of the recently negotiated $4.7 billion credit
facilities.  The senior secured rating of the company's electric
transmission and distribution subsidiary remains investment
grade.

"Despite [Mon]day's action by Moody's, we remain focused on
effectively managing our companies as we move toward the 2004
recovery of the investment in our generating units," said David
M. McClanahan, CenterPoint Energy's president and chief
executive officer.  In 2004 CenterPoint Energy intends to sell
all of its generating assets and, under the Texas electric
restructuring law, will be entitled to recover all of its
stranded investment.  At that time the company will reduce its
debt to levels more typical for combination gas and electric
utilities.

"I want to assure our customers we will continue to provide the
safe and reliable service that they have come to expect from
us," McClanahan added. "We remain committed to serving our
customers' needs as we go through this transition and beyond."

The company continues to possess the following strong business
fundamentals:

      -- Large scale, diversified regulated businesses with a
         balanced mix of electric and natural gas assets.

      -- Low business risk profile with minimal commodity risk
         exposure compared to other combination gas/electric
         companies.

      -- Consistent, predictable earnings and cash flow.

CenterPoint Energy, Inc., headquartered in Houston, Texas, is a
domestic energy delivery company that includes electric
transmission and distribution, natural gas distribution and
sales, interstate pipeline and gathering operations, and more
than 14,000 megawatts of power generation in Texas.  The company
serves nearly five million customers primarily in Arkansas,
Louisiana, Minnesota, Mississippi, Missouri, Oklahoma, and
Texas.  Assets total nearly $19 billion.

With more than 11,000 employees, CenterPoint Energy and its
predecessor companies have been in business for more than 130
years.  For more information, visit its Web site at
http://www.CenterPointEnergy.com


CHART INDUSTRIES: Falls Below NYSE Minimum Listing Standards
------------------------------------------------------------
Chart Industries, Inc., (NYSE:CTI) has been notified by the New
York Stock Exchange that its common stock is below the NYSE's
criteria for continued listing because the average closing price
of its stock over a consecutive 30-trading-day period before
notification was less than $1.00.

In accordance with NYSE rules, the Company has acknowledged to
the NYSE receipt of this notification and its intention to cure
this deficiency by implementing several measures. Unless the
trading price of its stock substantially improves before the
Company mails its proxy materials for its next annual meeting,
to ensure meeting NYSE standards, the Company plans to seek
stockholder approval of a reverse stock split at its next annual
meeting. The ratio for the reverse stock split would be set by
the Company's Board of Directors at a level that would be
expected to result in a common stock price substantially above
$1.00 after the split.

In addition, the Company is actively pursuing several financial
restructuring initiatives in order to improve the Company's
financial condition and reduce its leverage. This includes a
potential substantial equity investment in the Company, and it
is in advanced negotiations with one investor group to that end.
The Company is also considering alternatives with its senior
lenders regarding a restructuring of the Company's outstanding
senior debt. At the same time, the Company has advanced the
possible sale of several non-core assets, the proceeds from
which will be used to reduce debt.

Under NYSE guidelines, the Company must return its share price
and average share price back above $1.00 by six months following
receipt of the NYSE's notification, or promptly after its next
annual meeting of stockholders if the Company implements a
stockholder approved corporate action in order to return to
compliance. If the Company fails to return to compliance during
this time period, the NYSE has notified the Company that it will
commence suspension and delisting procedures. There can be no
assurance that the Company will be able to cure the deficiency
by completing a reverse stock split or by some other course of
action.

Chart Industries, Inc., is a leading global supplier of standard
and custom-engineered products and systems serving a wide
variety of low-temperature and cryogenic applications.
Headquartered in Cleveland, Ohio, Chart has domestic operations
located in 11 states and international operations located in
Australia, China, the Czech Republic, Germany and the United
Kingdom.

                          *    *    *

As reported in Troubled Company Reporter's August 7, 2002
edition, the Company stated that "due to debt covenant
considerations [it] will soon request bank approval to proceed
with the closures of additional facilities that will involve the
sale of significant assets. If approved, the implementation of
this step of the plan in the second half of 2002 will result in
further restructuring expenses and will put some negative short-
term pressure on sales. The payback of [its] restructuring
expenses from operating improvements related to this step is
expected to be about one year. [The company] also continue[s] to
work with several investor groups regarding a potential
significant equity investment in Chart, including one group that
is at an advanced stage of due diligence, and are pursuing the
sale of other assets that are non-core in an effort to reduce
debt."


CHART INDUSTRIES: Considering Debt Workout with Senior Lenders
--------------------------------------------------------------
Chart Industries, Inc., (NYSE:CTI) reported results for the
third quarter and nine months ended September 30, 2002. Sales
for the third quarter of 2002 were $74.2 million, down eight
percent from $80.6 million for the corresponding quarter of
2001. The net loss was $0.7 million for the third quarter of
2002 compared with a net loss of $1.2 million for the third
quarter of 2001. Orders in the third quarter of 2002 totaled
$87.8 million, compared with $77.2 million in the second quarter
of 2002 and $68.0 million in the third quarter of 2001.

Effective January 1, 2002, the Company adopted the non-
amortization provisions of Statement of Financial Accounting
Standards No. 142 "Goodwill and Other Intangible Assets." If
such provisions had been in effect for 2001, the Company would
have had net income in the third quarter of 2001 of $0.1
million.

In the third quarter of 2002, the Company recorded employee
separation and plant closure costs of $2.2 million and non-cash
write-offs of inventory included in cost of sales of $0.6
million for the previously announced consolidations of certain
manufacturing facilities. These charges compare with $0.2
million of employee separation and plant closure costs and a
$0.5 million gain on the sale of a product line recorded in the
third quarter of 2001. The net effect of these items was an
increase in net loss of $2.8 million in the third quarter of
2002 and a decrease in net loss of $0.3 million in the third
quarter of 2001.

Sales for the first nine months of 2002 were $221.1 million,
down 13 percent from $254.4 million for the corresponding period
in 2001. For the first nine months of 2002, the net loss was
$3.8 million compared with a net loss of $1.2 million for the
first nine months of 2001. If the non-amortization provisions of
SFAS No. 142 had been in effect for 2001, the Company would have
had net income in the first nine months of 2001 of $2.8 million.

The Company and its lenders use earnings before interest, taxes,
depreciation, amortization and restructuring charges, an
alternative measure of performance, in the calculations that
measure the Company's compliance with the financial covenants of
its Credit Agreement. Restructuring charges, as defined under
the Company's Credit Agreement, include several expenses that
are not considered restructuring charges under accounting
principles generally accepted in the United States. In addition
to the employee separation and plant closure costs and inventory
write-offs described above, the Company's Credit Agreement
permits the add-back of an additional $1.1 million of expenses
incurred in the third quarter of 2002 to compute EBITDAR. This
definition of EBITDAR is not comparable to similarly titled
measures reported by other companies. The Company and its
lenders believe EBITDAR is an indicator of the recurring amount
of cash available to service principal and interest payments
related to the Company's debt obligations. The Company generated
$10.5 million of EBITDAR in both the third quarter of 2002 and
the third quarter of 2001 and $8.8 million of EBITDAR in the
second quarter of 2002. Actual cash flow from operations in the
third quarter of 2002 was $8.5 million compared with $7.0
million in the third quarter of 2001 and $0.1 million in the
second quarter of 2002.

Commenting on Chart's results for the third quarter and first
nine months of 2002, Arthur S. Holmes, Chairman and Chief
Executive Officer, said, "Although our operating income of $3.5
million for the third quarter of 2002 was lower than our
operating income of $5.5 million in the second quarter of 2002,
EBITDAR as computed under our Credit Agreement was up 19 percent
in the third quarter of 2002 compared with the second quarter of
2002. This increase occurred despite a sales decline of six
percent and a gross profit decline of seven percent."

"The Process Systems and Equipment segment recorded strong order
intake, led by the award of significant orders from Bechtel for
heat exchangers and cold boxes to equip a large liquid natural
gas facility. These orders increased the PS&E backlog to $41.8
million, the highest backlog level for this segment in two
years. Sales for the PS&E segment were below plan for the
quarter due to timing and mix of shipments. The gross margin
level was abnormally depressed during the quarter due to some
non-cash inventory write-offs and under-absorption of fixed
manufacturing facility costs caused by low production volume in
the Company's heat exchanger business."

Mr. Holmes continued, "Our Distribution and Storage segment was
below plan in orders and sales for the third quarter of 2002.
Macro-economic indicators suggest that portions of the economy
are currently experiencing a reduction in economic growth. The
D&S segment experienced the start of a recovery in the second
quarter of 2002 and then a sudden downturn in industrial demand
in the third quarter of 2002. This has resulted in sales and
earnings growth compared to recent quarters, but at growth rates
lower than our earlier expectations. Gross profit and gross
margin improved in the third quarter of 2002, but on a lower
sales volume than anticipated."

"The Applied Technologies segment performed as anticipated in
the third quarter of 2002. Although sales were somewhat below
plan, gross margin performance continued to improve and
operating profit was above plan. Excellent performance in our
biomedical product lines provided the uplift. Order intake for
this segment was down, primarily due to timing delays on LNG
fueling opportunities."

Commenting further, Mr. Holmes stated, "During the third quarter
of 2002, we continued our plans to restructure our organization
and consolidate manufacturing facilities to remove excess
capacity and lower our fixed overhead costs. A total of $2.8
million of restructuring charges were included in employee
separation and plant closure costs and cost of sales related to
these initiatives. Early in the third quarter of 2002 we
requested bank approval to proceed with the third phase of our
restructuring plan, which includes the closure of several
manufacturing facilities. While we anticipate approval of this
request, we have not yet been given authorization to proceed.
When approved, these closures will result in further
restructuring expenses, but the anticipated operating savings
are expected to recoup the expenses in approximately one year."

Continuing, Mr. Holmes, said, "Looking ahead to the fourth
quarter of 2002, I anticipate a slight increase in sales and
gross profit from the third-quarter 2002 levels. However,
anticipated continued softness in the D&S segment and the impact
of delayed order-bookings for LNG fueling products will hinder
our opportunity for significant improved operating performance.
This operating outlook, combined with the more stringent
financial covenants of the Company's Credit Agreement that are
effective December 31, 2002, will make covenant compliance in
the fourth quarter of 2002 a challenge."

"We are actively pursuing several financial restructuring
initiatives in order to improve the Company's financial
condition and reduce its leverage. This includes a potential
substantial equity investment in the Company, and we are in
advanced negotiations with one investor group toward that end.
We are also considering alternatives with our senior lenders
regarding a restructuring of the Company's outstanding senior
debt. I am hopeful that we will reach agreement on an equity
investment and/or debt restructuring in the fourth quarter of
2002. At the same time, we have advanced the possible sale of
several non-core assets, the proceeds from which will be used to
reduce debt."

Mr. Holmes concluded, "I am encouraged by the PS&E segment's
third-quarter 2002 order intake, which was exceptionally strong
in the hydrocarbon processing market, and the related improved
outlook for this business going forward into 2003. Our AT
products seem poised for continued strong performance. Our main
concern at present is the possibility of a prolonged downturn in
the industrial sector of the U.S. and European economies, which
would adversely impact our D&S business and would hinder the
full recovery of the PS&E business. The belt-tightening and cost
reduction initiatives we have completed and have planned should
contribute to improving our performance going forward."

                Third-Quarter 2002 Financial Results

Sales for the third quarter of 2002 were $74.2 million versus
$80.6 million for the third quarter of 2001, a decrease of
$6.4 million, or 7.9 percent. AT segment sales in the third
quarter of 2002 were $33.2 million, down 8.2 percent from the
third-quarter 2001 sales of $36.2 million. Record quarterly
sales of GE/MRI products and strong biomedical sales were offset
by weak cryogenic systems and beverage systems sales. D&S
segment sales decreased 19.3 percent from the third quarter of
2001, with third-quarter 2002 sales of $26.4 million. The
decline primarily occurred in the standard tank and packaged gas
businesses, with customers continuing to delay purchases due to
overall economic uncertainty. PS&E segment sales increased 24.8
percent to $14.6 million in the third quarter of 2002 from sales
of $11.7 million in the third quarter of 2001. The improved
hydrocarbon processing market for heat exchangers and cold boxes
contributed to this increase.

Gross profit for the third quarter of 2002 was $19.2 million
versus $21.2 million for the third quarter of 2001, a decrease
of $2.0 million, or 9.4 percent. Gross margin for the third
quarter of 2002 was 25.8 percent versus 26.3 percent for the
third quarter of 2001. Under-absorption of manufacturing
facility fixed costs driven by low production volumes,
particularly in the D&S segment, continue to drive these lower
gross margin levels. Gross profit in the AT segment was reduced
by $0.6 million in the third quarter of 2002 for the non-cash
write-off of inventory at Costa Mesa, California and Columbus,
Ohio as a result of the manufacturing consolidations.
Additionally, gross profit in the PS&E segment was reduced by
$1.1 million related to inventory write-offs and increased
warranty expense related to certain contracts.

Selling, general and administrative expense was $13.6 million
for the third quarter of 2002 compared with $13.2 million in the
third quarter of 2001. As percentage of sales, SG&A expense was
18.3 percent for the third quarter of 2002 versus 16.4 percent
for the third quarter of 2001. Although exceeding prior year
levels, the Company has lowered its SG&A expense in each
successive quarter in 2002, and the current and planned
organization restructuring initiatives are expected to continue
to drive additional decreases.

During the third quarter of 2002, the Company recorded $2.2
million of employee separation and plant closure costs primarily
related to the consolidation of its Columbus, Ohio, Costa Mesa,
California, and Denver, Colorado facilities. These costs
primarily related to lease termination and other facility-
related closure costs and employee severance. The Company
incurred $0.2 million of employee separation and plant closure
costs in the third quarter of 2001 related primarily to its
Cryogenic Services business as the Ottawa Lake, Michigan,
facility and two smaller sites were closed. The 2001 closure
costs primarily included the write-off of leasehold
improvements, equipment, and severance costs.

The Company recorded $1.2 million and $3.8 million of goodwill
amortization in the third quarter and first nine months of 2001,
respectively. Due to the Company's adoption of SFAS No. 142 on
January 1, 2002, the Company is no longer recording goodwill
amortization. During the second quarter of 2002, the Company
completed the transitional impairment tests of SFAS No. 142 and
determined there were no indicators of impairment for its
reporting units with goodwill. As such, the Company was not
required to record a cumulative effect charge as of January 1,
2002 for the adoption of SFAS No. 142. The required annual
impairment test under SFAS No. 142 will be performed during the
fourth quarter of 2002.

The Company sold its minority interest in Restaurant
Technologies Inc. for net proceeds of $2.4 million during the
third quarter of 2001, resulting in a gain of $0.5 million.

Net interest expense for the third quarter of 2002 was $4.3
million versus $5.3 million for the third quarter of 2001,
reflecting lower rates. The Company recorded $0.7 million of
derivative contracts valuation expense in the third quarter of
2002, compared with $1.6 million in the third quarter of 2001,
primarily related to a further decline in the forward interest
rate yield curve. The Company's one remaining interest rate
collar covering $30.8 million of the debt outstanding at
September 30, 2002 expires in March 2006. As of September 30,
2002, the Company had borrowings of $262.2 million on its Credit
Agreement and was in compliance with all related covenants.
These covenants became more stringent to meet as of September
30, 2002 and will become more restrictive as of December 31,
2002.

Income tax benefit of $1.4 million in the third quarter of 2002
was recorded based on the Company's estimated annual effective
tax rate.

The Company's operations provided $8.9 million of cash in the
first nine months of 2002 compared with $0.5 million in the
first nine months of 2001. The Company received an income tax
refund of $9.3 million in the third quarter of 2002 due to the
new tax law allowing for a five-year carry-back of net operating
losses.

Capital expenditures for the first nine months of 2002 were $2.4
million compared with $5.7 million in the first nine months of
2001. The Company presently does not have any large capital
projects in process and anticipates a low level of capital
expenditures for the fourth quarter of this year.

Pursuant to the Company's amended Credit Agreement, the Company
was required to issue to its lenders warrants at September 30,
2002 to purchase, in the aggregate, 1,353,531 shares of Chart
Common Stock at an exercise price of $0.898 per share. These
warrants have been valued at $1.3 million and will be amortized
to financing costs amortization expense over the remaining term
of the Company's Credit Agreement, which expires in March 2006.
In addition, the interest rate on the Company's debt outstanding
under its Credit Agreement will increase by 25 basis points
beginning in the fourth quarter of 2002.

                          Orders and Backlog

Chart's consolidated orders for the third quarter of 2002
totaled $87.8 million, compared with orders of $77.2 million for
the second quarter of 2002. Chart's consolidated firm order
backlog at September 30, 2002 was $78.3 million, an increase of
$9.5 million from $68.8 million at June 30, 2002.

AT orders for the third quarter of 2002 totaled $35.0 million,
compared with $37.5 million for the second quarter of 2002.
Third-quarter orders were strong in GE/MRI and biomedical
products, while LNG fueling stations and vehicle tanks were
weak.

D&S orders for the third quarter of 2002 totaled $23.2 million,
compared with $25.3 million for the second quarter of 2002. The
D&S segment experienced a drop off in orders for packaged gas
equipment and engineered tanks, compared with the second quarter
of 2002, largely the result of the continued slow global
industrial gas market.

PS&E orders for the third quarter of 2002 totaled $29.6 million,
compared with $14.5 million in the second quarter of 2002. Order
activity was very strong in the hydrocarbon processing market,
with the inclusion of significant orders from Bechtel for heat
exchangers and cold boxes to equip a large LNG facility. PS&E
backlog at September 30, 2002, was $41.8 million, up from $28.1
million at June 30, 2002.

Chart Industries, Inc., is a leading global supplier of standard
and custom-engineered products and systems serving a wide
variety of low-temperature and cryogenic applications.
Headquartered in Cleveland, Ohio, Chart has domestic operations
located in 11 states and international operations located in
Australia, China, the Czech Republic, Germany and the United
Kingdom.

For more information on Chart Industries, Inc., visit the
Company's Web site at http://www.chart-ind.com


CHOICE ONE: Sept. 30 Balance Sheet Upside-Down by $452 Million
--------------------------------------------------------------
Choice One Communications (Nasdaq: CWON), an Integrated
Communications Provider offering facilities-based voice and data
telecommunications services, web hosting, design and development
to small and medium-sized businesses, announced operating and
financial results for the third quarter ended September 30,
2002.

"With $49 million in new financing, revisions to our financial
covenants, continued growth, achievement of positive EBITDA and
a lower cost structure now in place, we are well positioned to
build on our substantial client base, achieve positive free cash
flow and survive the telecom shake-out," commented Steve Dubnik,
chairman and CEO.

Third quarter revenue was $74.4 million, up 53% from third
quarter 2001 and up 2% from second quarter 2002.  Third quarter
revenue was negatively affected by the July 2002 switched access
rate reductions mandated by the FCC. Gross profits were $34.1
million, or 45.9% of revenue in the third quarter, compared with
$32.8 million, or 44.8% of revenue in the second quarter.  Gross
profits were $17.8 million, or 36.5% of revenue in third quarter
2001.

Total selling, general and administrative (SG&A) expenses were
$37.5 million in the third quarter, compared with $49.2 million
in the second quarter.  SG&A expenses include $2.8 million and
$12.4 million in non-cash charges in the third quarter and
second quarter, respectively, principally related to bad debt
expenses to reflect potentially uncollectible accounts
receivable.

EBITDA (earnings before interest, taxes, depreciation and
amortization, excluding non-cash charges) losses were $3.4
million in the third quarter compared with EBITDA losses of
$16.4 million in the second quarter.  On an adjusted basis,
excluding the bad debt expenses described above, third quarter
adjusted EBITDA losses were $0.6 million, compared with second
quarter adjusted EBITDA losses of $4.0 million.

"Our original business plan assumed we would achieve positive
EBITDA at approximately 8% market penetration," added Mr.
Dubnik.  "We turned EBITDA positive in August and exited the
third quarter with 7.9% penetration of our addressable business
lines, consistent with our original plan."

Capital expenditures were $7.8 million in the third quarter,
reflecting the company's continued tight control over spending,
focus on capital efficiency and the favorable pricing
environment for telecommunications equipment.  Year ago capital
expenditures were $22.7 million.

At September 30, 2002, the company had total liquidity of $46.7
million, including $42.3 million in cash and $4.4 million
available under its credit facility.  Choice One believes this
will be sufficient to meet ongoing liquidity needs until the
company generates positive free cash flow.

Also, at September 30, 2002, the Company's balance sheets show a
total shareholders' equity deficiency of about $452 million.

Choice One installed 24,607 net new lines on switch during the
third quarter.  At September 30, 2002, the company had 492,879
total lines in service, 92% of these were on-switch.  The
company had 7.9% on-switch penetration of addressable lines at
September 30, 2002, compared with 7.5% at June 30, 2002 and 6.6%
at March 31, 2002.  The company sold 40,373 net new lines during
the third quarter.

                              Financing

On September 13, 2002, the company announced that it had
finalized $49 million in new financing.  The financing is
composed of two term loans, a $44.5 million senior secured term
loan maturing on March 31, 2009 and a $4.375 million senior term
loan maturing on January 31, 2009.

Additionally, certain covenants related to the company's
existing credit facility were revised to give the company
greater flexibility to focus on profitable growth.  Revenue
covenants were eliminated altogether and EBITDA covenants were
eliminated through second quarter 2004.

"With these revisions to our financial covenants, we now have
greater flexibility to focus on cash flow and profitable revenue
growth," added Mr. Dubnik.  "The only financial covenants we
have for the next two years are minimum cash balance and maximum
capital expenditures."

Other details concerning the company's new financing, including
the issuance of related warrants, were filed with the Securities
and Exchange Commission and included in an information statement
that was mailed to stockholders on October 21, 2002.

                Initiatives to Enhance Profitability

During the third quarter, Choice One recorded charges totaling
$16.6 million in connection with actions taken to enhance the
company's profitability and reduce overall cash operating
expenditures.  These actions included a reduction in force, the
closing of one market and other network optimization
initiatives.

On September 5, 2002, the company announced the elimination of
more than 200 total positions company-wide.  Approximately 100
open positions were eliminated through normal attrition and more
than 100 were eliminated through a company-wide reduction in
force on September 4, 2002.  The company estimates that these
actions will save approximately $10 million per year in cash
operating expenses.

On August 27, 2002, Choice One's Board of Directors approved the
company's plan to exit the Ann Arbor/Lansing Michigan market.
This was the last market the company entered.  The company
recorded a restructuring charge related to costs to exit the
market and recorded a non-cash charge to write-down the book
value of certain equipment and related costs in the switch
location and central office collocations.  The remaining
equipment will be utilized elsewhere in the company's network
and will reduce cash outlays for capital equipment in 2003.  The
company has no plans to exit any other markets.

"Our business continues to grow, despite the difficult operating
environment that has affected our industry and the broader
economy for several quarters," commented Steve Dubnik, chairman
and CEO.  "During the third quarter, we completed several
important strategic initiatives that have substantially
strengthened our company and better position us to be successful
during these difficult times."

Headquartered in Rochester, New York, Choice One Communications
Inc., (Nasdaq: CWON) is a leading integrated communications
services provider offering voice and data services including
Internet and DSL solutions, and web hosting and design,
primarily to small and medium-sized businesses in second and
third-tier markets.

Choice One offers services in 29 markets across 12 Northeast and
Midwest states.  At September 30, 2002, the company had nearly
500,000 lines in service and more than 100,000 accounts.  The
company's annualized revenue run rate is approximately $300
million, based on third quarter 2002.

For further information about Choice One, visit its Web site at
http://www.choiceonecom.com or contact us at 1-888-832-5800.


COLUMBIA LABORATORIES: Net Capital Deficit Narrows to $1.6 Mill.
----------------------------------------------------------------
Columbia Laboratories (AMEX: COB) announced financial results
for the third quarter and nine months ended September 30, 2002.

For the third quarter of 2002, the company reported a net loss
of $1,879,189 on net sales of $4,040,534 as compared to a net
loss of $3,240,507 on net sales of $411,354 in the third quarter
of 2001.

The third quarter of 2002 marked both the formation of the
company's dedicated 55-person sales force through the
Quintiles/Innovex agreement and the initiation of its marketing
and sales activities for Prochieve(TM) 8% (progesterone gel),
Advantage-S(R) Bioadhesive Contraceptive Gel and RepHresh
Vaginal Gel(TM) in the U.S.

For the nine-month period ended September 30, 2002, the net loss
was $10,115,630 on net sales of $7,072,494 as compared to a net
loss of $11,489,560 on net sales of $1,993,076 in the nine
months ended September 30, 2001.

At September 30, 2002, the Company's balance sheets show a total
shareholders' equity deficit of about $1.6 million.

"We are proud to have accomplished several of our stated goals
in recent months," said Fred Wilkinson, president and chief
executive officer of Columbia. "These include the development of
a commercialization unit through an innovative agreement with
Quintiles/Innovex followed by the launch of Prochieve 8% and
RepHresh, and the relaunch of Advantage-S. This marketing effort
is an important step for Columbia, and will enable us to
continue increasing U.S. revenues from our portfolio of women's
healthcare products going forward."

Wilkinson continued, "Additionally, we made significant strides
forward on the next product in our pipeline, StriantT
(testosterone buccal bioadhesive product) for the treatment of
hypogonadism. The NDA was filed and accepted for review by the
U.S. Food and Drug Administration and a PDUFA date set for June
19, 2003. We anticipate filing the U.K. application before year-
end, and will file mutual recognition applications in the rest
of Europe following initial regulatory approval of the U.K.
application. Additionally, we executed a license and supply
agreement with Ardana Bioscience, Ltd for marketing Striant(TM)
in eighteen European countries, which marks the first commercial
partnership for this product."

During the third quarter of 2002, Columbia received a $1.125
million payment, the first of four equal quarterly installments,
from PharmaBio Development, Inc., a Quintiles company. These
payments grant PharmaBio a 5% royalty on the net sales of
Columbia's current women's healthcare products in the United
States over the next five years. Additionally, the company
received $5.5 million from the sale of Columbia stock to
PharmaBio at the price of $4.90 per share.

Under the terms of the Ardana agreement, Columbia will receive
total payments of $8 million, including $4 million in signature
and milestone fees in the fourth quarter of 2002. Additional
milestone payments totaling $2 million are due upon marketing
approvals in major European countries included in the agreement.
A performance payment of $2 million is also due upon achievement
of a certain level of sales.

"The completion of these two strategic agreements significantly
strengthens our balance sheet and provides the resources to
fully execute our business plan. As a result of the Quintiles
and Ardana agreements, we now have near-term commitments for $18
million, of which $11.75 million will be received by year-end
2002. These deals establish a strong foundation for the
execution of our U.S. commercial plan and strengthen the
partnering program for our products outside the U.S. We are
extremely pleased with the progress the company has made, and
believe that the accomplishment of these goals creates a solid
base upon which to establish growing revenues and a future
earnings stream," concluded Wilkinson.

Columbia Laboratories, Inc., is an international pharmaceutical
company dedicated to research and development of women's health
care and endocrinology products, including those intended to
treat infertility, dysmenorrhea, endometriosis and hormonal
deficiencies. Columbia is also developing hormonal products for
men and a buccal delivery system for peptides. Columbia's
products primarily utilize the company's patented Bioadhesive
Delivery System technology.


COMMSCOPE INC: Gets Temporary Covenant Waivers Under Credit Pact
----------------------------------------------------------------
CommScope, Inc. (NYSE: CTV) -- whose corporate credit status if
currently rated by Standard & Poor's at BB+ -- reported third
quarter results for the period ended September 30, 2002.
CommScope reported sales of $147.8 million and a net loss of
$19.6 million or $0.32 per share for the third quarter.  The
loss included noncash impairment charges of $0.26 per share and
after-tax equity in losses of OFS BrightWave, LLC of $0.10 per
share.

For the same period last year, net income was $6.3 million and
earnings were $0.12 per diluted share.  Third quarter 2001
results included pretax charges of $9.3 million or $0.11 per
diluted share, net of tax, related to the financing and
formation of the original joint venture arrangements with The
Furukawa Electric Co., Ltd., of Japan (Tokyo: 5801), which were
subsequently restructured.

CommScope's sales for the third quarter were $147.8 million
compared to $177.7 million in the year-ago quarter and $155.0
million in the second quarter of 2002.  Third quarter 2002
domestic sales were stable sequentially at $120.8 million
largely due to strong sales to AT&T Broadband, but declined from
$143.4 million in the prior year primarily due to lower sales to
Adelphia as well as lower sales of fiber optic cable and
wireless products. International sales for the third quarter
were $27.0 million, compared to $33.9 million in the second
quarter and $34.3 million in the third quarter of 2001.

Orders booked in the third quarter of 2002 were $145.5 million,
compared to $141.6 million in the same quarter last year and
$157.2 million in the second quarter of 2002.

"While business conditions remain challenging as reflected in
our reported results, we believe we continue to position the
company to take advantage of an eventual market recovery," said
Frank M. Drendel, CommScope Chairman and Chief Executive
Officer.  "For example, we recently enhanced our strategic
relationship with Furukawa while reducing our outstanding
shares.  During the third quarter, we built upon our strong
market position, generated solid free cash flow and lowered our
cost structure."

On a pro forma basis, excluding only impairment charges and the
Company's after-tax share of net losses in OFS BrightWave,
CommScope earned $2.7 million for the third quarter of 2002.

                    Impairment Charges

The noncash impairment charges of $25.1 million ($15.8 million,
net of tax, or $0.26 per share) recorded during the third
quarter primarily relate to underutilized and idle production
equipment due to the ongoing severe downturn in
telecommunications.  The charges were:

      * $15.1 million related to wireless cable production
        assets.

      * $5.3 million related to fiber cable production assets.

      * $3.0 million related to other telecom cable production
        assets.

      * $1.7 million related to other production assets.

                     OFS BrightWave

OFS BrightWave's performance continues to reflect the extremely
difficult global business conditions for optical fiber and fiber
cable.  During the third quarter of 2002, OFS BrightWave had
revenues of $21.0 million, a negative gross profit of $35.7
million and a net loss of $54.0 million, which included net
special charges of $4.8 million, primarily related to employee
separation costs.

CommScope recorded a charge of $6.4 million of after-tax equity
in losses of OFS BrightWave related to its minority ownership in
this venture during the third quarter.  The Company acquired an
18.4% ownership interest in OFS BrightWave, an optical fiber and
fiber cable venture between CommScope and Furukawa, during the
fourth quarter of 2001 and CommScope is reporting results using
the equity method of accounting for this investment.

                    Cash Flow and Liquidity

Net cash provided by operating activities for the third quarter
was $26.8 million and capital expenditures for the quarter were
$2.9 million, resulting in $23.9 million of free cash flow
(total cash from operations less capital expenditures).

During the third quarter, CommScope also advanced $6.5 million
to OFS BrightWave under an existing $30 million revolving credit
facility.  As of September 30, 2002, OFS owed CommScope $23.9
million under this facility.  The Company expects OFS to borrow
the remaining $6.1 million available under this facility during
the fourth quarter.

The Company recently terminated its existing revolving credit
facility, which was scheduled to expire in December 2002.
CommScope had no outstanding indebtedness under this terminated
facility and ended the third quarter with $131.6 million of cash
and cash equivalents on the balance sheet.

The Company expects to enter into a new secured credit facility
of up to $125 million during the fourth quarter.  In
anticipation of this new primary facility, the Company obtained
temporary covenant waivers under its $11 million eurodollar
credit agreement and a $13 million operating lease.  If the
Company is unable to establish its new primary facility by year
end, it intends to further amend the eurodollar and operating
lease agreements or repay the obligations using existing cash
balances.

                     Common Stock Purchase

CommScope and Furukawa announced in October that they had
privately purchased 10.2 million shares of CommScope common
stock held by Lucent Technologies Inc. (NYSE: LU).  Lucent had
acquired the CommScope common stock in connection with
CommScope's investment in OFS BrightWave in November 2001.

The total purchase price for the 10.2 million-share block was
approximately $53.0 million.  Furukawa purchased 7,656,900
shares, which it plans to hold for investment purposes.
CommScope repurchased 2,543,100 shares, which it will hold as
treasury stock.  CommScope funded its $13.2 million repurchase
using existing cash balances.

Other Third Quarter 2002 Highlights

      * Broadband/Video sales worldwide decreased 4% sequentially
and 14% year over year to $120.3 million for the third quarter.
A significant year-over-year increase in sales to AT&T Broadband
was more than offset by lower sales to Adelphia and reduced
sales of fiber optic cable products. International sales
continue to reflect the difficult global business environment.

      * Local Area Network sales increased 4% year over year and
6% sequentially to $24.2 million for the third quarter.  The
Company redirected project business and utilized its strong
brand recognition to offset the previously announced loss of a
leading distribution channel. During the quarter, CommScope also
announced the addition of fiber optic connectivity components to
its LAN product line through a new marketing alliance with OFS.

      * Wireless and Other Telecom sales were $3.3 million, down
52% sequentially and down 78% year over year.  Wireless and
Other Telecom sales continue to be affected by reduced
infrastructure spending, capital constraints and the uncertain
global business environment. CommScope recently named Ted Hally
as Executive Vice President and General Manager of its Wireless
products group.  The Company believes that Hally's strong
leadership capabilities and diverse international experience
will be tremendous assets to CommScope as it continues to expand
its wireless business globally.  The Company expects to conduct
trials of its new flexible cable with several major European
wireless operators during the fourth quarter.

      * Total Company gross margin for the third quarter was
18.3% compared to 24.7% in the year-ago period and 20.5% in the
second quarter of 2002. Gross margin for the quarter was
affected by lower sales volumes, product mix, ongoing pricing
pressure for certain products and included approximately $1
million in costs related to the previously announced workforce
reduction.

                       Fourth Quarter Outlook

Looking ahead to the fourth quarter, the Company expects sales
in the $125-$135 million range and gross margin in the 18-19%
range.  "Forecasting remains difficult due to business
conditions and cautious customer spending," said Jearld L.
Leonhardt, Executive Vice President and Chief Financial Officer.
"While we expect lower sales as we move into the traditionally
weaker part of the year, we believe that our gross margin will
be comparable sequentially primarily due to the positive impact
of our cost reduction actions."

CommScope is the world's largest manufacturer of broadband
coaxial cable for Hybrid Fiber Coaxial applications and a
leading supplier of high- performance fiber optic and twisted
pair cables for LAN, wireless and other communications
applications.  Through its relationship with OFS, CommScope has
an ownership interest in one of the world's largest producers of
optical fiber and cable and has access to a broad array of
connectivity components as well as technologically advanced
optical fibers, including the zero water peak optical fibers
used in the production of the LightScope ZWP(R) family of
products.


CREDIT SUISSE: Fitch Affirms B+ Class E & CCC Class F-2 Ratings
---------------------------------------------------------------
Credit Suisse First Boston Mortgage Securities Corporation's
multifamily mortgage pass-through certificates, series 1995-M1,
are affirmed by Fitch Ratings as follows: $39.5 million class A
at 'AAA', $5.5 million class B at 'AA', $7.8 million class C at
'A', $2.7 million class D at 'BBB-', $5.1 million class E at
'B+', $1.5 million class F-1 and $1.2 million class F-2 at
'CCC'. Fitch has also affirmed the interest-only class A-X at
'AAA'. Classes G-1 and G-2 are not rated by Fitch. The rating
actions follow Fitch's annual review of the transaction, which
closed in April 1995.

The transaction, which is collateralized by multifamily
properties subject to low income housing tax credits, had a
balance of $66.7 million as of October 2002, reflecting a 14%
decline from the balance at issuance. The three largest
geographic concentrations were FL (25% of the outstanding
balance), AZ (13%) and GA (13%).

The transaction's performance has deteriorated, however, given
the current credit enhancement levels and the existence of tax
credits for the majority of the loans, Fitch affirmed the
transaction. Fitch was provided with year-end 2001 financials
for 24 of the 25 properties securing the transaction
(approximately 98% by principal balance). On a comparable basis,
the YE 2001 weighted-average debt service coverage ratio, at
0.88 times, was lower than the YE 2000 DSCR of 0.99x and DSCR at
issuance of 1.20x. As of the date of this review, four assets,
accounting for 3.5% of the outstanding balance, were 90-days
delinquent and one asset, accounting for 2.5% of the outstanding
balance was real estate-owned. These five assets are currently
in special servicing with GE Capital Realty Group Inc.

All five specially serviced assets have the same borrower;
however, they are not cross-collateralized and cross-defaulted.
The four 90-day delinquent assets are secured by properties
located in Arizona. These four loans have had chronic
delinquency issues. In 1998, the borrower filed for bankruptcy
protection. In 1999, the borrower emerged from bankruptcy. Loans
were kept current until the middle of 2002. A receiver is in
place in all four properties and foreclosure should take place
shortly. The fifth specially serviced loan, currently REO, is
secured by a property in Ohio. This loan has been in special
servicing since 1998. An auction has been scheduled to take
place this month. Losses are expected.

Aside from the specially serviced loans, nine loans, accounting
for 34% of the outstanding balance, had a YE 2001 DSCR below
1.0x. This was a significant increase when compared to YE 2000
when 12% of the outstanding balance had a DSCR below 1.0x.
Fitch's concern with the high proportion of loans with a DSCR
below 1.0x was mitigated by the fact that none of these loans
are delinquent and the fact that seven of the nine loans still
have tax credits. The existence of tax credits should serve as
an incentive for borrowers to remain current so as to avoid the
possibility of lost tax credits and recapture.

Fitch's analysis and rating actions take into account the
specially serviced assets and the high proportion of loans with
a DSCR below 1.0x.


DDI CORP: S&P Junk Corp. Credit and Senior Secured Loan Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured bank loan ratings on circuit-board-maker DDi
Corp. to triple-'C'-plus from single-'B' and lowered the
subordinated note rating to triple-'C'-minus from 'CCC+'.

The rating action is based on vulnerable credit measures and
weak operating performance.

The outlook is negative on the Anaheim, California-based
company, which has total debt outstanding of about $305 million.

At the same time, Standard & Poor's lowered the coporate credit
rating on Details Capital Corp., a ratings family member, to
'CCC+' from 'B', and its senior note ratings were lowered to
'CCC-' from 'CCC+'. The outlook is negative.

A severe downturn in the printed circuit board fabrication
industry caused DDi's sales to fall nearly 40% in the first nine
months of 2002 from the like period in the prior year.
Management's rationalization and restructuring actions have not
been enough to offset the severe sales decline as the PCB
fabrication industry copes with overcapacity and aggressive
price competition. The company generated less than $6 million
of EBITDA in the first nine months of 2002.

DDi Corp., the parent of DDi Capital Corp., and Dynamic Details
Inc., provides "quick-turn" and pre-production PCB fabrication
and design services, primarily to the communications,
networking, and computing market segments.

"Ratings are likely to be lowered in the near term unless credit
measures materially improve and management significantly
enhances liquidity," said Standard & Poor's credit analyst
Andrew Watt.


DEL MONTE FOODS: Reports Improved Financial Results for Q1 2002
---------------------------------------------------------------
Del Monte Foods Company (NYSE: DLM) announced net sales of
$284.7 million and net income of $0.4 million for the first
quarter ended September 30, 2002, compared to net sales of
$272.3 million and a net loss of $5.3 million in the prior year
period.

"We are pleased with our first quarter performance," said
Richard G. Wolford, Chairman and Chief Executive Officer. "Our
net sales were up 5%, reflecting strength in our vegetable
business and continued strong consumer interest in our
convenience focused single serve fruit and diced tomato
products. Our results also reflect our commitment to debt
reduction, with lower interest expense contributing to our
improved earnings versus last year. This solid performance
demonstrates the strength of Del Monte's go-to-market retail
platform as we were able to drive growth in our core operations
while simultaneously preparing for our upcoming merger with the
Heinz businesses."

The increase in net sales for the quarter, when compared to the
first quarter of fiscal 2002, was due primarily to an increase
in sales volume. The increase in sales is primarily driven by
strength in the overall vegetable business and increases in the
retail fruit business, with the retail fruit sales increases
offset by declines in fruit sales to non-retail channels. The
overall retail net sales increase reflects stronger
merchandising in vegetables as well as continued growth in
retail single serve fruit, premium fruit-in-glass and solid
tomato product lines. The net sales increase also reflects, in
part, the impact of the Company's July 1, 2001, retail price
increase. This lowered year ago sales as customers accelerated
purchases of product into the fourth quarter of fiscal 2001.

Earnings per share reflect these higher sales; lower unit costs,
including improved absorption of fixed costs due to higher
production volume, lower losses related to the fair value of
interest rate swaps; and lower interest expense, partially
offset by increased pension and information technology expenses,
merger-related costs and a higher effective income tax rate.

The Company's reported results for the first quarter ended
September 30, 2002, include expenses of $5.1 million, or $0.06
diluted earnings per share, relating to the proposed merger with
certain businesses of the H.J. Heinz Company and a credit to
interest expense of $1.3 million, resulting from a release to
earnings from a liability resulting from the fair value of
interest rate swaps. Had these factors not been included in
earnings, net income would have been $2.7 million.

This compares to the first quarter ended September 30, 2001 net
income which would have been $1.4 million had the following
factors not been included in the Company's results: trade
promotion and inventory step-up costs of acquired businesses of
$2.3 million; special charges related to plant consolidations of
$0.7 million; and a loss from the change in fair value of
interest rate swaps of $6.3 million.

The Company previously announced its plans to merge with the
U.S. StarKist seafood, North American pet food and pet snacks,
U.S. private label soup, College Inn broth, and the U.S. baby
food businesses of the H. J. Heinz Company. The proposed
transaction is scheduled to close at the end of calendar year
2002 or early 2003, and is subject, among other things, to
approval by the Company's stockholders at the annual
stockholders' meeting, receipt of a private letter ruling from
the Internal Revenue Service, receipt of applicable governmental
approvals and the satisfaction of other customary closing
conditions. The Company filed its preliminary proxy statement-
prospectus with the Securities and Exchange Commission on August
28, 2002.

Del Monte Foods Company, with net sales of approximately $1.3
billion in fiscal 2002, is one of the largest producers and
distributors of premium quality, branded processed fruit,
vegetable and tomato products in the United States. The Del
Monte brand was introduced in 1892 and is one of the best known
brands in the United States. Del Monte products are sold through
national grocery chains, independent grocery stores, warehouse
club stores, mass merchandisers, drug stores and convenience
stores under the Del Monte, Contadina, S&W and SunFresh brands.
The Company also sells its products to the U.S. military,
certain export markets, the foodservice industry and food
processors. The Company operates twelve production facilities
and seven distribution centers in the U.S., has operations in
Venezuela and owns Del Monte brand marketing rights in South
America.

                          *     *     *

As reported in Troubled Company Reporter's June 18, 2002
edition, Fitch Ratings affirms its 'BB-' rating on Del Monte
Corporation's (the operating subsidiary of Del Monte Foods
Company) senior secured credit and its 'B' rating on its senior
subordinated notes. The affirmation follows the company's
announcement that it will be merging with certain non-core U.S.
assets of Heinz. Rated securities totaled $642.5 million at
March 31, 2002. The Rating Outlook is Stable.

The ratings reflect heritage Del Monte's leading position in the
processed fruit, vegetable and solid tomato categories, stable
cash flows and the strength of the management team. Improved
financial and operating performance has stemmed from
rationalization of operating facilities, product innovation, and
a stronger relationship with large retailers. The ratings also
consider the company's relatively high leverage for a food
processor, and the short-term integration risk associated with
this transaction.


ENRON CORP: Agrees to Allow Institutional Master Proofs of Claim
----------------------------------------------------------------
Enron Corporation and its debtor-affiliates entered into several
Stipulations to allow certain entities to file a Master Proofs
of Claim against the Debtors' estate to minimize duplication and
cost.  Furthermore, in order to lower cost and duplication, the
entities need not attach supporting documents to their Master
Proofs of Claim so long as they include a list identifying the
documents.  On the request of the Debtors, the Committee or any
other party-in-interest, the listed documents will be provided
within 10 dates from the date of request.

The Debtors, however, clarify that with the Stipulation, they do
not concede to the validity of the claims to be asserted in any
Master Proof of Claim.

The Stipulation Parties are:

A. KBC Bank N.V. for the Ponderosa Swap Deal

     KBC is represents itself and:

     -- CoBank ACB,
     -- Deutsche Bank Trust Company Americas,
     -- Bank Hapoalim B.M.,
     -- Banca Popolare de Milano,
     -- Societe Generale,
     -- ING Capital LLC, and
     -- Barclays Bank Plc.

B. KBC Bank N.V. for the White Pine Deal

     In behalf for itself, The Northern Trust Company and Mizuho
     Corporate Bank Ltd., KBC asserts a claim or claims against
     Enron Corp. pursuant to the White Pine Transactions.

C. Dresdner Bank AG, for the LJM2 Credit Facility

     Dresdner Bank AG, New York Branch, for itself and as agent
     for its Cayman Branches, Credit Suisse First Boston,
     National Westminster Bank Plc, Merrill Lynch Capital
     Corporation, First Union National Bank and Royal Bank of
     Canada, asserts a claim or claims against Enron Corporation,
     including without limitation, claims for conspiracy to
     commit fraud or fraudulent inducement.  The claim is in
     connection with the Revolving Credit Agreement dated as of
     November 13, 2000, pursuant to which the Dresdner Parties
     made available to LJM2 Capital Co., LP a revolving credit
     facility of $120,000,000. As part of the Credit Facility, on
     November 13, 2000, LJM2 issued six promissory notes in favor
     of the Dresdner Parties pursuant to which the LJM2 Lenders
     advanced $82,750,000 to LJM2, and $70,000,000 in principal
     remains outstanding.

D. WestLB AG, New York Branch for the Brazil Project

     Prior to Petition Date, WestLB, the Lenders, Brazilian Power
     Development LLC as the Certificate Holder, Brazilian Power
     Development Trust as the Owner Trust, and Enron South
     America Turbine LLC, among other parties, entered into
     several transactions for the construction of power
     production facilities in Brazil.

     WestLB represents, as administrative agent and collateral
     agent for itself and certain other Lenders, the Owner Trust
     and the Certificate Holder.

E. National Westminster Bank PLC for the ETOL Transaction

     National asserts a claim against Enron Corp. pursuant to and
     as evidenced by:

     (a) ISDA Master Agreement, its Schedule and Confirmation
         dated November 1, 2000 and as amended on March 30, 2001
         between RBS Financial Trading Company Ltd and Enron
         Corp., which was assigned to National Westminster Bank
         PLC as Agent, of the benefit of the Lenders, pursuant to
         an Assignment Agreements dated November 1, 2000; and

     (b) Put Option Guarantee dated November 1, 2000 between RBSF
         and Enron Corp., which was assigned to National
         Westminster Bank as Agent of the Lenders, pursuant to an
         Assignment Agreement dated November 1, 2000.

F. WestLB AG, London Branch for the ENS Transactions

     WestLB asserts a claim pursuant to the Enron Guarantee
     Agreement dated as of March 12, 1998 by Enron Corp., in
     favor of Elektrocieplownia Nowa Sarzna Sp. z.o.o.,
     guaranteeing all of the obligations of:

     (a) Enron Poland Investment B.V. under the Equity Funding
         Agreement;

     (b) Enron Europe Operations Limited and Enron Europe
         Operations Limited under the Technical Assistance
         Agreement and the O&M Supervision Agreement; and

     (c) Enron Equipment Procurement Company, Superior
         Construction Company and Enron Power Construction
         Company under the EPC Construction Contract for the
         Project.

G. Creditor Canadian Imperial Bank of Commerce in behalf of
     itself and certain of its subsidiaries and affiliates

H. John Hancock Life Insurance Company for the Equity Stake in
     Enron Equity Corp.

     Hancock represents itself, John Hancock Variable Life
     Insurance Company, Investors Partner Life Insurance Company,
     Signature 1A(Cayman) Ltd. and Signature 5 L.P.

I. Hawaii I 125-0 Trust, The Hawaii II 125-0 Trust and Canadian
     Imperial Bank of Commerce in behalf of its affiliates and
     various lender parties. (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
11.50 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRN03USR1
for real-time bond pricing.


EXIDE TECH.: UST Appoints Equity Security Holders' Committee
------------------------------------------------------------
Pursuant to Section 1102(a)(1) of the Bankruptcy Code, Donald F.
Walton, Acting United States Trustee for Region 3, appoints
these persons to the Official Committee of Equity Security
Holders of Exide Technologies:

     A. State of Wisconsin Investment Board
        Attn: Keith Johnson
        121 East Wilson Street, Madison, WI 53703
        Phone: (608) 266-8824
        Fax: (608) 266-2436

     B. Pacific Dunlop Holdings (USA), Inc.
        Attn: Michael J. McConnell
        200 Schulz Drive, Red Bank, NJ 07701
        Phone: (818) 973-4212
        Fax: (818) 845-9718

     C. Thomas V. Kandathil
        5620 College Point Court, Racine, WI 53402
        Phone: (262) 631-2623
        Fax: (262) 639-1977
(Exide Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

Exide Technologies' 10% bonds due 2005 (EXDT05FRR1), DebtTraders
reports, are trading at 15 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=EXDT05FRR1
for real-time bond pricing.


FAIRCHILD CORP: 53% of 10-3/4% Noteholders Approve Amendments
-------------------------------------------------------------
The Fairchild Corporation (NYSE:FA) announced that as of 6:00
p.m., New York City time, on November 1, 2002, it had received
consents from the holders of 53% of the outstanding aggregate
principal amount of its 10-3/4% Senior Subordinated Notes due
2009, to the proposed amendments to the indenture relating to
the notes as set forth in Fairchild's Offer to Purchase and
Consent Solicitation Statement dated October 22, 2002.

Tendered notes may no longer be withdrawn and tendered consents
may no longer be revoked, except as described in the Offer to
Purchase and Consent Solicitation Statement.

Fairchild and the trustee under the indenture have executed and
delivered a supplemental indenture containing the amendments
described in the Offer to Purchase and Consent Solicitation
Statement. The amendments will eliminate substantially all
restrictive covenants and certain events of default under the
indenture.

The amendments will not become operative, however, unless and
until Fairchild accepts the tendered notes for purchase pursuant
to the Offer to Purchase and Consent Solicitation Statement. If
the amendments become operative, holders of all of the notes
remaining outstanding will be bound thereby.

The tender offer and consent solicitation will expire at 12:01
A.M., New York City time, on November 20, 2002, unless extended
by Fairchild. Holders of notes may continue to tender their
notes and deliver their consents until the expiration of the
tender offer and consent solicitation.

Holders who tender their notes and deliver their consents prior
to the consent date, which is 5:00 P.M., New York time, on
November 4, 2002, will be entitled to receive the tender offer
consideration and the consent payment if the tendered notes are
accepted for purchase.

Holders who tender their notes and deliver their consents after
the consent date but prior to the expiration of the tender offer
will be entitled to receive only the tender offer consideration
if the tendered notes are accepted for purchase.

If the tendered notes are accepted for purchase, payment will
occur promptly after the expiration of the tender offer and
consent solicitation and concurrently with the closing of the
sale by Fairchild of its fastener business to Alcoa Inc.
Consummation of the tender offer, and payment for tendered notes
and consents, is subject to the satisfaction or waiver of
various conditions, including the condition that the sale by
Fairchild of its fastener business to Alcoa Inc. be consummated.

Banc of America Securities LLC is the Dealer Manager and
Solicitation Agent for the tender offer and the consent
solicitation. Persons with questions regarding the tender offer
and consent solicitation should contact Banc of America
Securities LLC at (888) 292-0070.

The Information Agent is D.F. King & Co., Inc.  Requests for
tender offer and consent solicitation materials should be
directed to the Information Agent at (800) 207-3158.

The Fairchild Corporation is a leading worldwide manufacturer
and supplier of precision fastening systems used in the
construction and maintenance of commercial and military
aircraft, and a distributor of aerospace parts. Fairchild
Fasteners has manufacturing facilities, as well as sales/design
customer teams in the United States, Germany, France, the United
Kingdom, Portugal, Hungary, and Australia.

Because of its unique ability to serve customers worldwide from
its manufacturing and logistics businesses, Fairchild Fasteners
offers the market the most complete and innovative solutions to
the delivery, stocking, and dispensing of fasteners. Banner
Aerospace, The Fairchild Corporation's aerospace distribution
segment, provides aircraft parts and services.

The Fairchild Corporation also owns a significant real estate
investment. Additional information is available on The Fairchild
Corporation Web site at http://www.fairchild.com

As previously reported, Standard & Poor's placed its ratings on
Fairchild Corp., including the single-'B' corporate credit
rating, on CreditWatch with developing implications.


FANSTEEL: Hancock Park to Acquire All Shares in Unit for $2.35MM
----------------------------------------------------------------
As previously reported, on January 15, 2002, Fansteel Inc. and
its U.S. subsidiaries filed voluntary petitions for relief under
Chapter 11 of the United States Bankruptcy Code. These cases are
being administered in the United States District Court for the
District of Delaware, under Case Number 02-10109, with the
Honorable Judge Joseph J. Farnan, Jr. presiding over the cases.

Fansteel has entered into a Stock Purchase Agreement, dated
October 25, 2002, pursuant to which Hancock Park Associates or
one of its affiliates may purchase all of the issued and
outstanding shares of the capital stock of Fansteel Schulz
Products, Inc., a wholly-owned subsidiary of Fansteel.

The purchase price for the Shares is approximately $2.35 million
in cash, subject to certain adjustments based on the level of
working capital on the closing date and higher or better offers
obtained in the auction. Closing of the sale is subject to the
conditions precedent contained in the Stock Purchase Agreement,
including the entry of a final non-appealable order of the Court
approving the sale. Pursuant to Section 363(b) of the Code, the
Shares will be transferred to the ultimate purchaser free and
clear of all liens and interests. The terms of the Stock
Purchase Agreement mandate that competitive bidding will take
place in an auction that could result in a third party acquiring
the Shares and, if the Proposed Purchaser is not the successful
acquirer, a break-up fee and expense reimbursement payment by
Fansteel to the Proposed Purchaser.

The Debtors and their lender under their debtor-in-possession
loan agreement, Congress Financial Corporation, and the
creditors' committee have agreed that the sale proceeds,
including a good faith deposit of $235,000 be deposited into a
restricted deposit account. So long as the Debtors are not in
default under their DIP loan agreement, it is expected that the
sale proceeds shall be applied to pay (i) court-approved
professional fees, (ii) certain critical vendor payments, (iii)
allowed administrative expenses, and (iv) for all costs and
expenses incurred in connection with the sale of the Shares.

Fansteel and its remaining U.S. subsidiaries will continue to
manage their businesses and properties as debtors and debtors-
in-possession pursuant to Sections 1107 and 1108 of the Code and
subject to the supervision of the Court.


FIBERNET: Completes Recapitalization & Deleveraging Transactions
----------------------------------------------------------------
FiberNet Telecom Group, Inc. (Nasdaq: FTGX), a leading provider
of metropolitan optical connectivity, has completed its
recapitalization, deleveraging its balance sheet and
strengthening its financial position.  The Company converted
$66.0 million of senior secured indebtedness into equity and
raised an additional $3.8 million of new equity capital in a
private offering.  In addition, the Company exchanged shares of
common stock for the surrender of a promissory note and
converted all of its outstanding preferred stock into shares of
common stock.  For additional information including specific
details on each transaction, please refer to the Company's Form
8-K to be filed with the Securities and Exchange Commission,
with respect to these transactions.

Michael S. Liss, President and CEO of FiberNet said, "We are
very pleased to have completed the recapitalization of our
Company.  Our ability to complete an equity financing in this
market validates the value of our business strategy, focusing on
transport and collocation in gateway metropolitan markets, and
our lenders have once again demonstrated their support for
FiberNet.  Although the environment for telecommunications
companies continues to be challenging, FiberNet has
distinguished itself by solidifying its capital structure."

As a result of the recapitalization, the Company has reduced its
borrowings under its senior secured credit facility by $66.0
million, and the applicable interest rate on the remaining
outstanding borrowings of $33.4 million has been reduced from
LIBOR+450 basis points to LIBOR+375 basis points.  In addition,
all interest on any senior secured credit facility borrowings
that accrues prior to June 30, 2003 will be capitalized and
added to the outstanding borrowings under the facility.

FiberNet Telecom Group, Inc., enables carriers to connect
directly with one another with unprecedented speed and
simplicity over its 100% fiber optic networks.  FiberNet manages
high-density short-haul networks between carrier hubs within
major metropolitan areas.  By using FiberNet's next-generation
infrastructure, carriers can quickly and efficiently deliver the
full potential of their high bandwidth data, voice and video
services directly to their customers.

FiberNet has lit multiple strands of fiber on a redundant and
diversely routed SONET ring and IP architecture throughout New
York City. In addition, the Company also provides services in
Chicago and Los Angeles.  FiberNet sets a new standard for the
fastest local loop delivery and connectivity in carrier hubs and
Class A commercial buildings, at speeds up to OC-192 SONET and
Gigabit Ethernet.  For more information on FiberNet, please
visit the Company's Web site at http://www.ftgx.com

Fibernet's working capital deficiency reaches $108 million, as
of June 30, 2002.


GENTEK INC: Final Utility Order Hearing Set for Nov. 17, 2002
-------------------------------------------------------------
"Uninterrupted utility services are critical to the Debtors'
ability to sustain their operations during the pendency of their
Chapter 11 cases," Mark S. Chehi, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, tells Judge Walrath.  GenTek Inc., and its
debtor-affiliates' corporate, administrative and manufacturing
facilities depend on the continued provision of various utility
services for their daily operations.  Any interruption of
service will lead to a stoppage of operations at these
facilities and a resulting disruption to the Debtors'
businesses.

Accordingly, the Debtors ask the Court to prohibit utility
service providers from altering, refusing, or discontinuing
their services.

In the normal conduct of their businesses, the Debtors use gas,
water, steam, electric, telephone and other services provided by
the utility companies.  Before the Petition Date, the Debtors
maintained favorable payment histories with most, if not all, of
the Utility Companies, generally making payments on a regular
and timely basis.  According to the Debtors' books and records,
substantially all of the Debtors' utility bills are current,
with the possible exception of those bills received shortly
before the Petition Date.  In view of that, Mr. Chehi contends
that the Debtors' past payment history and financial condition
adequately assure the payment to the Utility Companies without
the need for deposits or other security.  "The Debtors have, and
will continue to have, sufficient funds from operations to make
timely payments to all Utility Companies for postpetition
services," Mr. Chehi says.

Nevertheless, the Debtors recognize the right of each Utility
Company to request adequate assurance.  Hence, the Debtors
further ask the Court to establish procedures by which Utility
Companies may request for additional adequate assurance.

The Debtors propose these procedures:

A. The Utility Companies will be afforded 90 days after the
    Court approves the procedures to make their Requests to the
    Debtors. Requests must be served both on the Debtors and on
    their counsel;

B. To assist the Debtors in determining amounts due and the
    necessity for additional adequate assurance of payment,
    Utility Companies making the Requests are required to
    include:

    (1) the account number of each account for which the Utility
        Company is seeking additional adequate assurance;

    (2) the outstanding balance of each account; and

    (3) a summary of the Debtors' payment history;

C. If the Debtors are unable to resolve the Request consensually
    with the Utility Company, then on the written request of the
    Utility Company, the Debtors will promptly file a motion for
    determination of adequate assurance of payment and request a
    hearing on the Determination Motion;

D. If a Determination Motion is filed or a Determination Hearing
    scheduled, the Court will deem the affected Utility Company
    to have continuing adequate assurance of payment under
    Section 366 of the Bankruptcy Code until the Court rules that
    the Utility Company is not adequately assured of future
    payment; and

E. Any Utility Company that does not timely request additional
    adequate assurance will be deemed to have adequate assurance
    under Section 366.

                               * * *

Judge Walrath enters a Bridge Order prohibiting the Debtors'
utility companies from altering, refusing or discontinuing
services or requiring adequate assurance of payment as a
condition of receiving services until November 17, 2002.

Judge Walrath will convene another hearing on the motion on
November 17, 2002, to consider any objections or concerns that
may arise. (GenTek Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


GLOBAL CROSSING: Court Okays Miller & Chevalier as Tax Counsel
--------------------------------------------------------------
Global Crossing Ltd., and its debtor-affiliates sought and
obtained the Court's authority to employ and retain Miller &
Chevalier Chartered as special tax counsel, pursuant to Sections
327(e) and 328(a) of the Bankruptcy Code, nunc pro tunc to
August 1, 2002 to represent them in connection with the IRS's
Audit and any subsequent administrative or judicial proceedings
regarding the issues involved in the Audit.

Global Crossing Vice President Mitchell C. Sussis explains that
because the Debtors had an immediate need for representation
with regard to the tax matters, Miller began working for the
Debtors before the terms of the Engagement Letter were finalized
and before the Debtors had received the Court's approval of the
retention.

As special tax counsel, Miller has been and will continue to:

-- assist the Debtors in defending the positions taken on their
    federal income tax returns for the years in issue, including
    analysis of the transactions at issue, preparation of
    position papers and other appropriate filings for
    presentation to the IRS,

-- negotiate with the IRS toward the administrative resolution
    of the issues raised in the Audit, and, if necessary,

-- assist the Debtors in the event litigation arises from the
    Audit.

The Debtors have selected Miller as special tax counsel to
assist on the basis of its considerable experience and knowledge
in handling federal income tax controversies.  The Debtors have
been informed that Lawrence B. Gibbs, Samuel M. Maruca and
Steven Rosenthal, and Tamara W. Ashford, as well as other
members and associates of Miller, who will be employed in
connection with this representation, are members in good
standing of the Bar of the District of Columbia and the United
States Tax Court.

Mr. Sussis assures the Court that the services provided by
Miller as special tax counsel will not be duplicative of
services provided by other counsels retained in these cases.
Miller will, however, coordinate with these other counsels to
ensure that there is no unnecessary duplication of services
performed for or charged to the Debtors' estates.

The Debtors will compensate Miller on an hourly basis, and
reimburse the firm based on actual, necessary expenses and other
charges incurred.  Miller's current hourly rates range from:

        Members                     $375 - 700
        Counsel and Associates       175 - 325
        Paralegals                    50 - 140

Miller member Samuel M. Maruca, Esq., assures the Court that the
Firm has no connection with the Debtors, their creditors, any
other parties-in-interest, or their respective attorneys and
accountants, or with the U.S. Trustee or any person employed in
the office of the U.S. Trustee.  In addition, Mr. Maruca says,
the attorneys at Miller are not relatives of any of the district
judges, bankruptcy judges, or the U.S. Trustee for the Southern
District of New York.  Miller does not represent or hold any
interest adverse to the Debtors.  However, Mr. Maruca discloses
that Miller currently represents or has recently represented in
unrelated matters these parties-in-interests:

A. Affiliations of Outside Director: AT&T, Continental Airlines,
    Inc., and Gannett Co., Inc.;

B. Professionals of Debtors: Arthur Anderson;

C. Strategic Partners: CISCO Systems, Inc., Financial Fusion,
    Inc., Juniper Networks, Inc., Hitachi Telecom (USA) Inc., and
    Nortel Networks;

D. Litigation and Non-Litigation Claimants: Ericcson, MCsI, TECO
    BGA Thermal Systems, Inc., Travelers Casualty and Surety
    Company of America, and Tyco Telecommunications;

E. Secured Creditors: Alliance Capital Management, Bain Capital,
    Inc., Bank of New York, BHF, Deutsche Bank, Equitable Life
    Insurance, Fuji Bank Ltd., J.P. Morgan Chase, Royal Bank of
    Canada, Stanfield Capital Partners, Textron, Inc., and Van
    Kampen;

F. Other Creditors: Credit Suisse First Boston;

G. Vendor Creditors: Alcatel, American Express, Comsat, Juniper
    Networks, Lucent Technologies, Nortel Networks, and Siemens
    Corporation;

H. Members of Unsecured Creditors' Committee: Bank of New York,
    and Lucent Technologies;

I. Indenture Trustees of Bonds: Bank of New York; and

J. Underwriters and Agents: CIBC Inc.;

Mr. Maruca adds that one member of Miller, Patricia J. Sweeney,
holds 100 shares of stock in Global Crossing through her 401(k)
plan.  Ms. Sweeney will not participate in Miller's
representation of the Debtors.  Additionally, at the present
time, no professional at Miller directly owns shares of stock in
Global Crossing. (Global Crossing Bankruptcy News, Issue No. 25;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

Global Crossing Holdings Ltd.'s 9.625% bonds due 2008
(GBLX08USR1) are trading at 1.625 cents-on-the-dollar,
DebtTraders reports. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=GBLX08USR1
for real-time bond pricing.


GLYCOGENESYS: Must Raise New Financing to Continue Operations
-------------------------------------------------------------
GlycoGenesys, Inc., was formed in 1992 for the research and
development of pharmaceutical products based on carbohydrate
chemistry. Today, the Company has two wholly owned subsidiaries:
International Gene Group, Inc., and SafeScience Products, Inc.
International Gene Group, Inc., focuses on the development of
carbohydrate-based pharmaceutical products and related
technologies in connection with oncology and other life
threatening and/or debilitating diseases. SafeScience Products,
Inc., develops agricultural products, some of which are also
based upon carbohydrate chemistries. The therapeutic products
will be either licensed from or jointly developed with third
parties.

In July 2001, the Company and Elan International Services, Ltd.
formed a joint venture in Bermuda, SafeScience Newco, for the
purpose of furthering the development of the Company's drug
candidate, GCS-100, in the field of oncology.

As of June 30, 2002, the Company has an accumulated deficit of
$71,903,975. Despite this accumulated deficit, the Company had a
net working capital position (current assets less current
liabilities) of approximately $7.1 million at June 30, 2002. The
Company believes that its existing funds will be sufficient to
fund its operating expenses and capital requirements into the
first quarter of 2003. The Company intends to raise additional
capital through equity financings to support its continued
operations. Since inception, the Company has funded its
operations primarily through the proceeds from the sale of
equity securities. Through June 30, 2002, the Company had been
successful in raising approximately $58,551,000 from the sales
of equity securities.

Pursuant to an agreement with EIS, as of June 30, 2002, EIS may
acquire up to $7.1 million of additional Series B preferred
stock from the Company and may directly contribute up to
approximately $1.8 million of additional funds directly to
SafeScience Newco, in both cases to fund additional expenses
which may be incurred by SafeScience Newco in the development of
GCS-100. However, the  Company will not receive additional
reimbursement of R&D expenses from SafeScience Newco, and EIS
will not contribute additional capital to SafeScience Newco nor
acquire additional shares of Series B preferred stock, unless
the Company agrees with EIS on a quarterly basis on the business
plan for SafeScience Newco. On June 10, 2002, Elan Corporation,
plc issued a press release announcing a plan to streamline its
operations into three core areas: neurology, pain management and
autoimmune disease. The release stated that its joint ventures
that focus on products outside of these three core therapeutic
areas will be evaluated on an ongoing basis for further
investment and eventual outlicensing to marketing partners. As a
result, GlycoGenesys believes EIS will provide a portion but not
all of the funds available to SafeScience Newco under the
agreement. Any reduction in funding will not affect the amount
of funding committed through June 30, 2002 (19.9% of the joint
venture's losses) for payment of amounts due from SafeScience
Newco. On August 15, 2002, EIS acquired 832.1245 additional
shares, or $1.4 million, of Series B preferred stock and
contributed approximately $0.35 million directly to SafeScience
Newco from which the Company was reimbursed $1.7 million for R&D
and other expenses incurred on behalf of SafeScience Newco.

The Company's future is dependent upon its ability to obtain
financing to fund its operations. As of August 19, 2002, the
Company has not obtained commitments from any existing or
potential investors to provide additional financing. The Company
expects to incur substantial additional operating costs,
including costs related to ongoing research and development
activities, preclinical studies and clinical trials. To the
extent that the Company is unable to raise additional capital on
a timely basis, management may prioritize research activities to
conserve cash. In the event additional financing is not
obtained, the Company may be required to significantly reduce or
curtail operations.


GOODYEAR TIRE: S&P Keeping Watch on Low-B Related Deal Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its double-'B'-plus
rating on Corporate Backed Trust Certificates, Goodyear Tire &
Rubber Note-Backed Series 2001-34 Trust's class A-1 certificates
on CreditWatch with negative implications.

The rating action follows the placing of Goodyear Tire & Rubber
Co.'s long-term corporate credit and senior unsecured debt
ratings on CreditWatch with negative implications on Oct. 31,
2002.

Corporate Backed Trust Certificates, Goodyear Tire & Rubber
Note-Backed Series 2001-34 Trust is a swap-independent synthetic
transaction that is weak-linked to the underlying collateral,
Goodyear Tire & Rubber Co.'s debt. The rating action reflects
the credit quality of the underlying securities issued by
Goodyear Tire & Rubber Co.

Goodyear Tire & Rubber's 6.375% bonds due 2005 (GT05USN1),
DebtTraders says, are trading 78 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GT05USN1for
real-time bond pricing.


HAWK CORP: Reports Improved Financial Results for Third Quarter
---------------------------------------------------------------
Hawk Corporation (NYSE: HWK) -- whose Corporate Credit Rating
has been upgrade by Standard & Poor's to 'single-B' -- announced
a net loss of $.04 per diluted share for the third quarter of
2002, versus a net loss of $.12 per diluted share during the
same period last year.  The third quarter 2002 results include
charges of approximately $0.8 million ($0.5 million, net of tax)
for the Company's recently completed exchange transaction.
Additionally, the third quarter 2002 results reflect an income
tax benefit of approximately $0.6 million as a result of the
resolution of a previously provided for tax contingency.

The Company reported that net sales in the third quarter of 2002
increased by 17 percent to $49.4 million from $42.2 million in
the year-ago quarter. The Company's net sales benefited from
improved conditions during the quarter in most of its end
markets, including truck, construction, agriculture, lawn and
garden and automotive, increased production levels at its
Mexican motor components facility and new product introductions
leading to market share gains.  These positive results
overshadowed the continued softness in the Company's aerospace
market.

Income from operations increased to $2.1 million, or 40 percent,
in the third quarter of 2002 compared to $1.5 million in the
year-ago period. Contributing to the increase in operating
income during the quarter were the sales volume improvements
and, as a result of the adoption of Statement of Financial
Accounting Standards No. 142 (SFAS No. 142), a decrease in
goodwill amortization expense of $0.8 million during the
quarter.  Partially offsetting this improvement was a continuing
unfavorable product mix in the quarter and higher than expected
material and labor costs incurred during the sales ramp- up at
the Company's Mexican facility.  Additionally, during the third
quarter of 2001, the Company benefited from an adjustment to
payroll, employee benefit and incentive compensation costs in
the amount of $1.7 million as a result of cost reduction
initiatives implemented by the Company.

The Company completed the exchange of its senior notes and
refinancing of its bank credit facilities on October 18, 2002.
The exchange and refinancing of these facilities has extended
the maturity of the Company's debt until 2006.  Fees and
expenses of approximately $0.8 million in the third quarter of
2002 were incurred to achieve the exchange of the senior notes.
The Company expects to record additional fees and expenses of
approximately $1.1 million in the fourth quarter of 2002 related
to the completed exchange transaction.

Ronald E. Weinberg, Hawk's Chairman and CEO, said, "We are
pleased with our accomplishments during the third quarter.  The
economy remains difficult, but we believe the 17 percent sales
increase during the quarter is reflective of the success of our
previously announced product and sales initiatives.  We also
feel that we are seeing signs of firming in many of the markets
that we serve.  We also made significant strides in
strengthening our balance sheet with the completion of our debt
restructuring which extends the maturity of our debt instruments
until 2006."

Mr. Weinberg continued, "We continue to maintain tight controls
over our working capital and capital spending until we see a
sustained improvement in our markets."

For the nine month period ended September 30, 2002, net sales
were $149.6 million, a 4 percent increase from $143.4 million in
the prior year's comparable period.  Income from operations for
the same nine month period increased 15 percent to $6.2 million
from $5.4 million.  The Company reported a net loss before the
cumulative effect of change in accounting principle related to
the Company's adoption of SFAS No. 142 on January 1, 2002 for
the nine month period ended September 30, 2002 of $.09 per
diluted share compared to a net loss per diluted share of $.19
for the comparable year-ago period. The pro forma effect of
applying the non-amortization provision of SFAS No. 142 to the
nine months ended September 30, 2001 would have decreased
amortization expense by $2.4 million, changing reported income
from operations of $5.4 million to $7.8 million, and the
reported loss per diluted share of $.19 to a loss per diluted
share of $.02.

                          Segment Results

In the friction products segment, third quarter net sales
increased 12 percent to $27.0 million from $24.1 million a year-
ago, caused primarily by sales increases in the truck,
construction, agricultural and automotive markets.  Although
sales to the aerospace market were down slightly in the third
quarter of 2002 compared to the prior year period, aerospace
sales in the quarter were up approximately 21 percent compared
to the second quarter of 2002.  Globally, the Company has seen
sales strengthen at its foreign operations.  Net sales, in US
dollars, at its Italian operation were up 47 percent in the
third quarter compared to the year-ago quarter, while net sales,
in US dollars, at its recently launched Chinese operation were
up 250 percent compared to the same year-ago period.  The
Company expects the net sales improvement from these facilities
to continue into future periods as each takes advantage of new
sales opportunities and continued new product introductions.
Net sales for the nine month period ended September 30, 2002
decreased 1 percent to $80.2 million from $81.2 million in the
comparable prior year period almost entirely driven by the
reduction in the aerospace market.  Income from operations in
the friction products segment during the third quarter of 2002
was $1.7 million, a decrease of $1.0 million, or 37 percent,
from $2.7 million in the comparable prior year period. The
decrease during the quarter was primarily the result of product
mix and the adjustment of employee related expenses in the third
quarter of 2001 partially offset by a decrease in goodwill
amortization expense of $0.3 million during the period as a
result of the adoption of SFAS No. 142.

In the precision components segment, net sales increased 25
percent to $16.2 million in the third quarter from $13.0 million
in the year-ago quarter. The segment's net sales increase during
the quarter was due to volume increases in most of the markets
served by this segment.  Net sales for the nine month period
ended September 30, 2002 increased 11 percent to $50.4 million
from $45.3 million in the comparable year-ago period.  The
Company's precision components segment reported income from
operations during the third quarter of 2002 of $1.0 million, an
increase of $1.1 million, compared to a loss of $0.1 million
during the third quarter of 2001.  This increase was primarily
due to margin improvement as a result of volume increases and,
as a result of the adoption of SFAS No. 142, a decrease in
goodwill amortization expense of $0.3 million during the period.
Additionally, during the third quarter of 2001, the segment
benefited from an adjustment to payroll, employee benefit and
incentive compensation costs as a result of cost reduction
initiatives implemented by the Company.

Net sales in the Company's performance automotive segment, which
consists of racing clutches and drive train components, were
flat at $2.8 million in the third quarter of 2002 compared to
the year-ago quarter.  Net sales for the nine month period ended
September 30, 2002 decreased 1 percent to $10.1 million from
$10.2 million in the comparable year-ago period.  Income from
operations for the third quarter of 2002 increased $0.2 million
from break-even results in the same period of 2001.  The
increase was primarily the result of the adoption of SFAS No.
142, causing a reduction in goodwill amortization expense of
$0.1 million for the quarter.

In the Company's motor segment, third quarter 2002 net sales
increased $1.1 million, or 48 percent, to $3.4 million from $2.3
million in the year-ago period.   The increase was primarily the
result of new business in the U.S. and Mexico.  The Company has
continued to take on new outsourcing business at its rotor
facilities in the United States and Mexico which will add to its
revenue base for the balance of 2002 and beyond.  Net sales for
the nine month period ended September 30, 2002 increased $2.2
million, or 33 percent, to $8.9 million from $6.7 million in the
comparable prior year period.  Losses from operations during the
third quarter were $0.8 million, an improvement of $0.3 million
from losses of $1.1 million in the comparable quarter of 2001.
The decreased loss is primarily the result of improving
operating efficiencies as the Company experiences rapidly
ramping production at its Mexican facility and, the adoption of
SFAS No. 142, which resulted in a reduction in goodwill
amortization expense of $0.1 million for the quarter.

                          Business Outlook

"Despite the sales increases we achieved during the third
quarter, our optimism for the balance of the year and into early
2003 remains guarded. Consistent with our previous forecast, we
still foresee revenue growth during the year to come in at an
approximate 6 to 10 percent increase compared to 2001,"
according to Mr. Weinberg.  "However, mainly as a result of
product mix issues, continued softness in the aircraft market
and higher than expected ramp-up costs associated with our
Mexican facility, we are now expecting that full-year EBITDA
will be approximately 10 to 12 percent higher than the EBITDA we
achieved in 2001.  This represents a more modest increase than
our previous estimate of approximately 20 percent."

                          Debt Refinancing

As previously disclosed, the Company completed the exchange of
its senior debt for new senior debt and established new bank
credit facilities on October 18, 2002.  The Company's exchange
offer for its senior notes resulted in a 99 percent exchange
rate for the new senior notes.  Additionally, the bank credit
facilities provide improved borrowing availability to the
Company. Both the new senior debt and the bank credit facilities
have maturity dates in 2006.

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


HERCULES INC: Reduces Third Quarter 2002 Net Loss to $35 Million
----------------------------------------------------------------
Hercules Incorporated (NYSE: HPC) reported a net loss for the
third quarter ending September 30, 2002 of $35 million, which
includes non-recurring after-tax charges of $48 million.

This compares with a net loss of $71 million for the same period
2001.

Excluding non-recurring charges and at the federal statutory tax
rate, Hercules continuing businesses had earnings of $22 million
for the third quarter of 2002. Earnings for the third quarter
2001, on the same basis and excluding the amortization of
goodwill, were a net loss of $5 million.

The special items in the third quarter consist primarily of an
after-tax charge of $5 million relating to the previously
announced severance costs due to restructuring and a $42 million
after-tax charge to increase the reserve for future potential
asbestos claims. The gross accrual for future potential asbestos
claims before anticipated insurance recoveries now stands at
$225 million. An associated asset for anticipated insurance
recoveries is currently $145 million. Year-to-date net cash
payments by the Company relating to asbestos claims were
approximately $7 million compared to $9 million for all of 2001.
This area of litigation is in a state of significant flux and
its future is highly uncertain. The Company will continue to
study the situation and its reserves on an ongoing quarterly
basis in conjunction with outside expert advisors. Third quarter
2001 reported earnings included a $29 million after-tax, non-
recurring charge related to the cost reduction program and
restructuring.

Net sales from continuing operations, excluding divested
businesses, for the third quarter of 2002 were $443 million, an
increase of 5% from the same period last year and a 1% increase
compared to the second quarter 2002. Compared with the third
quarter 2001, prices declined 3% while volume/mix had a 5%
positive impact and rate of exchange had a 3% positive impact.
Compared with the second quarter 2002, prices were relatively
flat, volume/mix had a 1% negative impact, and rate of exchange
had a 2% positive impact. EBITDA (earnings before interest,
taxes, depreciation and amortization) from continuing operations
was $89 million in the third quarter 2002, an increase of 53%
compared to the third quarter of 2001.

"Continuing the strong operating performance of the first half
of the year, we delivered very good third quarter operating
results in what remain difficult market conditions," said Dr.
William H. Joyce, Chairman and Chief Executive Officer. "We
remained focused on bringing value to our customers, increasing
our competitive advantage and delivering significant financial
improvement by improving operations through Work Process
Redesign.

Dr. Joyce added, "During the third quarter, we implemented an
additional $17 million of run rate cost savings. This brings our
annual run rate savings for the continuing businesses since we
began Work Process Redesign to $130 million versus the 2000
baseline. The cost savings improvements are reaching the bottom
line as evidenced by the dramatic improvement in EBITDA margin.
The EBITDA margin was 20.1% in the third quarter 2002, a 640
basis point improvement from the third quarter 2001. Year-to-
date the EBITDA margin from continuing businesses was 18.9%, a
520 basis point improvement over the same period in 2001."

Interest and debt expense, and preferred securities
distributions were $32 million in the third quarter 2002, a
decrease of $29 million compared to the third quarter 2001 due
to lower outstanding debt balances resulting from asset sales.

Third quarter 2002 free cash flow was $38 million. Cash flow
from operations was $50 million. Capital spending in the third
quarter of 2002 was $12 million bringing year-to-date capital
spending to $24 million. Non-recurring cash outflows for
restructuring in the third quarter 2002 were $8 million bringing
year-to-date 2002 restructuring cash outflows to $28 million.

Third quarter 2002 net sales from continuing operations compared
to the same period in 2001 decreased 1% in North America;
increased 18% in Europe; increased 6% in Asia Pacific; and
decreased 13% in Latin America.

                               Outlook

"We delivered another very solid quarter of performance," said
Dr. Joyce. "As we enter the fourth quarter -- historically our
weakest quarter -- we continue to see little or no evidence that
aggregate demand is improving. Even though the external
environment remains weak, the strength of our businesses and the
execution in Work Process Redesign and cost reduction should
continue to drive our operating results. Our performance in the
first nine months confirms our confidence in the forecast we
made at the end of the third quarter last year that we should
exceed $320 million in EBITDA from continuing operations in
2002, greater than 40% improvement over 2001.

"Looking ahead to 2003, we anticipate further and significant
growth in recurring EBIT and earnings per share driven by
continuing success in our Work Process Redesign efforts
partially offset by higher pension, retiree medical, and
insurance expenses, commented Dr. Joyce. Cost savings
implemented throughout 2002 will add at least $40 million of
EBITDA in 2003 when fully annualized. In addition, we have
plans in place to further reduce both fixed and variable costs
in 2003. Because of the unfavorable performance of the pension
investment portfolio over the past three years, pension costs
are currently projected to increase $25 to $35 million each year
over the next three years. In 2003, compared to 2002, pension
and retiree medical costs are expected to increase by
approximately $33 million."

Dr. Joyce added, "Recent declines in equity markets have reduced
our pension plan assets and lower interest rates have increased
pension obligations. The net effect of both these changes during
the third quarter of 2002 is estimated at $150 million. We are
developing a multi-year plan to improve our overall pension
funding levels. If the plan performs according to our
assumptions, we anticipate making a cash contribution of about
$40 million per year over the next six to seven years to our
U.S.-qualified pension plan to bring funding to required levels.
We will also add $15 to $20 million to our non-U.S. pension
plans in the fourth quarter of 2002 to bring funding to required
levels."

In addition, the Company expects to record a non-cash, after-tax
charge to Other Comprehensive Income in the range of $200 to
$375 million in 2002 resulting from the anticipated underfunded
status of the pension plan at yearend. This charge will reduce
net worth but does not impact reported earnings; does not impact
future cash contributions to the pension trusts; and does not
impact debt covenants.

The Company will maintain its practice of not providing
quarterly earnings guidance.

Hercules manufactures and markets chemical specialties globally
for making a variety of products for home, office and industrial
markets. For more information, visit the Hercules Web site at
http://www.herc.com

                           *    *    *

As reported in Troubled Company Reporter's June 6 edition,
Standard & Poor's affirmed its double-'B' corporate credit and
senior secured debt ratings on specialty chemical company
Hercules Inc., and removed them from CreditWatch, where they
were placed on February 12, 2002, with positive implications. At
the same time, Standard & Poor's raised its rating on Hercules'
$400 million senior unsecured notes due 2007 to double-'B'-minus
from single-'B'-plus. The rating actions follow the completion
of Hercules' sale of the Water Treatment business of its
BetzDearborn Division to GE Specialty Materials, a unit of
General Electric Co., for $1.8 billion in cash (after-tax
proceeds $1.665 billion). The outlook is positive.


HIGHLANDS INSURANCE: Hires Duane Morris as Bankruptcy Counsel
-------------------------------------------------------------
Highlands Insurance Group, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware to
approve their employment of Duane Morris, LLP, as attorneys
under a general retainer, to perform the extensive legal
services that will be necessary in their chapter 11 cases.

As the Debtors' attorneys, Duane Morris is expected to:

   a) provide legal advice with respect to the Debtors' powers
      and duties as debtors-in-possession in the reorganization
      of the business;

   b) formulate, propose and secure approval of the Plan and
      Disclosure Statement or, if necessary and appropriate, an
      alternative chapter 11 plan and disclosure statement;

   c) prepare necessary applications, motions, answers, orders,
      reports and other legal papers;

   d) appear in court on behalf of the Debtors to protect their
      interests;

   e) provide legal advice on such matters as the Debtors
      request; and

   f) perform all other legal services for the Debtors which may
      be necessary and proper in these cases.

Duane Morris will bill the Debtors at their current and standard
hourly rates:

           Members and Counsel     $225 to $525 per hour
           Associates              $150 to $325 per hour
           Paraprofessionals       $ 60 to $180 per hour

The professionals currently designated to represent the Debtors
and their hourly rates are:

           Stephen J. Greenberg    $380 per hour
           Stephen Di Bonaventura  $360 per hour
           Lawrence J. Kotler      $320 per hour
           Christopher J. Redd     $280 per hour
           William K. Harrington   $275 per hour
           Edward A. McMerty       $245 per hour
           Scott M. Esterbrook     $190 per hour

Highlands Insurance Group, Inc., and its debtor-affiliates are
insurance holding companies or insurance service companies which
operate a property and casualty insurance business.  The Company
filed for chapter 11 protection on October 31, 2002.  When they
filed for protection from its creditors, it listed
$1,643,969,000 in total assets and $1,820,612,000 in total debts


HIGHLANDS INSURANCE: S&P Revises Financial Strength Rating to R
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its financial
strength ratings on Highlands Insurance Co., and affiliated
companies to 'R' from triple-'Cpi' following insurance holding
company Highlands Insurance Group Inc.'s (OTC:HIGP) announcement
on October 31, 2002, that it has filed for Chapter 11 bankruptcy
protection in Delaware bankruptcy court.

The company has filed a reorganization plan and has cancelled
its common stock with no consideration paid to shareholders.
Prior to filing for bankruptcy protection, Highlands Insurance
Group Inc., was already in the process of a plan, adopted in
December 2001, to run-off its insurance business and cease
issuing new or renewal policies except as otherwise required by
law. Highlands Insurance Co., and affiliated companies are
currently under regulatory supervision by the various state
departments of insurance.

Highlands Insurance Co., and its affiliates are wholly owned
subsidiaries of the Highlands Insurance Group Inc. The companies
are engaged in the property/casualty insurance business,
marketing commercial multiple peril, workers' compensation,
commercial automobile, homeowners' multiple peril and fire,
general liability, personal automobile, inland marine, and other
insurance products. As of June 30, 2002, Highlands Insurance
Group Inc., listed assets of $1.64 billion and liabilities of
$1.82 billion.

The previous triple-'Cpi' financial strength ratings on the
Highlands companies reflected Standard & Poor's concerns that
adverse reserve developments and deteriorating capital adequacy
would seriously impair and limit the companies' ongoing
viability.

An insurer rated 'R' is under regulatory supervision owing to
its financial condition. During the pendency of the regulatory
supervision, the regulators may have the power to favor one
class of obligations over others or pay some obligations and not
others. The rating does not apply to insurers subject only to
nonfinancial actions such as market conduct violations.


HUB GROUP: Posts Improved Financial Results for Third Quarter
-------------------------------------------------------------
Hub Group, Inc., (Nasdaq: HUBG) reported results of operations
for the quarter ended September  30, 2002.

Overall revenue for the Company increased 10.4% from the prior
year to $356.6 million.  Intermodal,  brokerage and supply chain
solutions revenue posted growth with intermodal increasing 13.3%
to $249.2 million, brokerage revenue increasing  6.3% to $59.3
million and supply chain solutions revenue increasing 22.7% to
$27.4 million.  Revenue for Hub Group Distribution Services
declined to $20.7 million or 17.0% due primarily to the loss of
a logistics customer with inadequate margins.

On a per share basis, the Company had earnings of $0.18 per
share compared to a loss of $0.14 per share in the third quarter
of 2001 and a loss of $0.29 per share in the second quarter of
2002.  Gross margin as a percentage of revenue increased to
11.9% from 11.2% in the second quarter of 2002, but trailed last
year's third quarter of 13.8% due to lower intermodal margins
resulting from customer mix, price competition and higher
transportation costs.  Selling, general and administrative
expenses decreased 30.4% to $11.8 million in 2002 from $17.0
million in 2001 due in part to the $4.7 million write off of a
receivable from a Korean steamship line customer in 2001.
Excluding the write off, selling, general and administrative
expenses decreased to 3.3% of revenue in 2002 from 3.8% in 2001.
Salaries and benefits as a percentage of revenue decreased to
6.5% from 7.3% in 2001 attributed primarily to an increase in
revenue and a decrease in headcount. While the Company's 2001
results include goodwill amortization, the Company ceased
amortizing goodwill as of January 1, 2002, in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 142.

Hub Group's Chairman, Phillip C. Yeager stated:  "Our third
quarter revenue results demonstrate that our growth momentum is
continuing to build. The margin improvement over the second
quarter represents the effect of steps taken during the quarter
to reverse the negative trend in this area.  These developments,
along with our recently announced restructuring, which is
directed at reducing overhead expenses, will positively impact
profitability in 2003."

Hub Group's third quarter conference call will be open to the
public.  The call will be held today, November 6, 2002, at 3:00
p.m. CT. Anyone interested in listening should dial 888-622-5357
(Domestic) or 505-242-2204 (International) and ask for the Hub
Group Conference Call (David Yeager is the chairperson).  The
participant code is 100999.  The call will begin promptly at
3:00 p.m., so participants should call in at least 10 minutes
prior to the call to ensure that operators have sufficient time
to record your name and company affiliation.  A replay of the
call will be available beginning Wednesday November 6, 2002 at
6:00 p.m. CT through Friday November 8, 2002, at 11:50 p.m. CT.
To access the replay, call 877-471-6581 (Toll-Free Domestic) or
402-970-2661 (International) and enter access code 641644.

In accordance with past practice, the Company will answer
questions submitted in advance of the call via e-mail.  Please
direct your questions to rjurczyk@hubgroup.com prior to 4:00
p.m. CT on Tuesday November 5, 2002.

Hub Group, Inc., is a leading non-asset based freight
transportation management company providing comprehensive
intermodal, truckload, LTL, railcar, air freight, international
and related logistics and distribution services. The Company
operates through a network of over 30 offices throughout the
United States, Canada and Mexico and had 2001 sales of
approximately $1.3 billion.

                          *     *     *

In its Form 10-Q filed on August 15, 2002, with the Securities
and Exchange Commission, the Company stated:

"The Company maintains a multi-bank credit facility. The
facility is comprised of term debt and a revolving line of
credit. At June 30, 2002, there was $31.0 million of outstanding
term debt and $28.0 million outstanding and $22.0 million unused
and available under the line of credit. Borrowings under the
revolving line of credit are unsecured and have a five-year term
that began on April 30, 1999, with a floating interest rate
based upon the LIBOR (London Interbank Offered Rate) or Prime
Rate. The term debt has quarterly principal payments ranging
from $1,250,000 to $2,000,000 with a balloon payment of $19.0
million due on March 31, 2004.

"The Company maintains $50.0 million of private placement debt.
These Notes are unsecured and have an eight-year average life.
Interest is paid quarterly. These Notes mature on June 25, 2009,
with annual principal payments of $10.0 million commencing on
June 25, 2005.

"The Company was in default of certain debt covenants including
the fixed charge coverage ratio, minimum earnings before
interest, taxes, depreciation and minority interest and cash
flow leverage ratio as of June 30, 2002. By August 14, 2002,
amendments to the Company's credit agreements were executed to
modify certain financial covenants for the quarters ending
September 30, 2002 and December 31, 2002 and waive Hub Group's
non-compliance with certain financial covenants for the fiscal
quarter ending June 30, 2002. The amendments provide the loans
will be secured by assets of the Company no later than October
15, 2002. In addition, the amendments outline a process for the
modification of financial covenants for the periods beginning
March 31, 2003 and beyond. The Company believes that it will
satisfactorily complete the modification of the financial
covenants for these periods as outlined in the amendments."


INNOVATIVE GAMING: Nasdaq Knocks-Off Shares Effective November 5
----------------------------------------------------------------
The common stock of Innovative Gaming Corporation of America
(Nasdaq: IGCA) was delisted from Nasdaq's SmallCap Market
effective Tuesday, November 5, 2002. The Company's common stock
began trading on the Over-the-Counter Bulletin Board as of
November 5, 2002.

The delisting action reflected the Nasdaq's hearing panel's
decision following the Company's September 27, 2002, hearing.
The primary reason for Nasdaq delisting was the Company's
failure to evidence compliance with the $1.00 per share minimum
bid price.  Additionally, Nasdaq indicated that the Company's
recent private placement of Convertible Notes failed to comply
with Nasdaq's shareholder approval rules, although the Company
believes such private placement could be restructured so as to
comply with Nasdaq's rules.

Commenting on the decision, Laus M. Abdo, Chief Executive
Officer and President of IGCA, said, "This is an unfortunate
development.  We don't believe that the delisting will have any
perceptible impact on our gaming licenses or our customer
relationships.  Our stock will continue to be publicly traded,
and we will continue our efforts in completing the turnaround
and working in the best interest of all of our stakeholders."

Innovative Gaming Corporation of America, through its wholly
owned operating subsidiary, Innovative Gaming, Inc., develops,
manufactures and distributes fast playing, high-entertainment
gaming machines.  The Company distributes its products both
directly to the gaming market and through licensed distributors.
The Company currently offers 16 video gaming products and plans
to introduce new games quarterly.  The Company sells it products
to a broad sector of the casino customers including the largest
Nevada based brands and the many of the large Indian Casinos.

                          *    *    *

                Liquidity and Capital Resources

The Company had $1,000 and $21,000 in cash as of June 30, 2002
and December 31, 2001, respectively.  The Company has
experienced negative cash flow from operations of $4.8 million,
$1.7 million, and $5.1 million for the years ended December 31,
2001, 2000, and 1999, respectively.  Management believes that
the costly process of product development and introduction will
require the Company to seek additional financing to successfully
compete in the market place. On April 30, 2002, the Company had
two private placements of common stock. Pursuant to the first
private placement, 1,100,000 shares of Common Stock were issued
for an aggregate of $330,000. In a subsequent private placement,
the Company issued 166,667  shares of Common Stock for $50,000.
Additionally, on May 9, 2002, the Company sold a two-year 6%
convertible debenture for $225,000 to a third party investor.
The holder of the convertible debenture is entitled, at its
option, to convert, and sell on the same day, at any time and
from time to time, until payment in full of the debenture, all
or any part of the principal amount of the debenture plus
accrued interest into shares of the Company's common stock at
the price per share equal to either(a) an amount equal to one
hundred twenty percent (120%) of the  closing bid price of the
Common  Stock or (b) an amount  equal to eighty  percent (80%)
of the average of the three (3) lowest closing bid prices of the
Common  Stock for the five (5) trading days immediately
preceding the conversion date.

There can be no assurance that the Company will be  successful
in obtaining additional  short-term financing or any additional
financing on terms acceptable to the  Company.  The Company
believes  that any such  short-term  or long-term financing
would be on terms that would be dilutive to the Company's
existing shareholders.  Failure to obtain short-term or
additional financing would have a material  adverse effect on
the Company, and the Company would have to consider liquidating
all or part of the Company's assets and potentially
discontinuing operations.


INNOVEX INC: Working Capital Deficit Shrinks to $450K at Sept 30
----------------------------------------------------------------
Innovex, Inc., (Nasdaq: INVX) reported revenue of $30.1 million
for its fiscal 2002 fourth quarter, compared to revenue of $35.9
million in the prior year fourth quarter.  The company's net
loss was $2.6 million in the fourth quarter.  This compares to a
net loss of $2.1 million  for the fourth quarter of fiscal 2001.
The revenue was at the high end of guidance previously provided
on September 26, 2002. Net cash provided by operating activities
was $2.4 million for the fiscal 2002 fourth quarter.

Innovex's revenue generated from the disk drive industry
increased during the fourth quarter while revenue was softer
from other industry sectors.  Flex Suspension Assembly (FSA)
related revenue showed an increase over the fiscal 2002 third
quarter revenue as several new FSA programs began ramping during
the quarter.  Revenue from consumer markets reflected the
largest decrease with revenue down over $1.6 million from the
third quarter levels related to soft customer demand.  Computer
related revenue was also lower than the prior quarter as the
computer market continues to have softer than expected demand.
The softening is being driven by market conditions as the
company has maintained or grown market share at significant
customers.

Fiscal 2002 revenue of $134.7 million compared to revenue of
$145.6 million in fiscal 2001.  The company's operating loss of
$6.2 million for fiscal 2002, excluding a $950,000 restructuring
charge in the second quarter, shows an improvement from the
fiscal 2001 operating loss of $8.3 million, excluding a $20.4
million restructuring charge.  The company's net loss was $3.8
million for fiscal 2002 as compared to a net loss of $28.9
million for fiscal 2001.

At September 30, 2002, Innovex's balance sheets show that the
Company's total current liabilities exceeded total current
assets by about $450,000, as compared to about $6 million
recorded at the same date last year.

"We are encouraged that we have maintained or grown market share
with our current customers throughout the continuing economic
downturn," commented William P. Murnane, Innovex's President and
Chief Executive Officer.  "Our core FSA product line increased
market share during the quarter and should continue to
experience market share growth during the next several quarters
as new programs enter production.  Significant revenue
contributions are expected from a combination of new product
introductions and market share gains in fiscal 2003 that should
allow us to grow profitably in spite of a slow economy.  The new
products include several new liquid crystal display products
that have been hard tooled and are beginning to ramp in the
December quarter. We also remain very optimistic of our long-
term growth into other new markets. These efforts to penetrate
significant flexible circuit markets previously untapped by
Innovex should generate revenue growth in fiscal 2003.
Collectively, we remain confident that these initiatives will
drive the sustained achievement of our 20% annualized growth
target," said Murnane.

"Our financial condition continues to improve as we reduced our
outstanding long and short-term debt by over $14 million during
fiscal 2002 while preserving substantial capacity on our credit
facilities," stated Tom Paulson, Innovex's Chief Financial
Officer.  "We generated positive cash flow from operations
during both the fiscal fourth quarter and fiscal 2002. Previous
improvements to our cost structure are allowing us to maintain
positive cash flow from operations during the current low
revenue levels without jeopardizing the growth opportunities we
expect during fiscal 2003," stated Paulson.

Innovex, Inc., is a leading manufacturer of high-density
flexible circuit-based electronic interconnect solutions.
Innovex's products enable the miniaturization and increasing
functionality of high technology electronic devices.
Applications for Innovex's products include data storage
devices, networking equipment, computer printers, home consumer
products, mobile telecommunication devices, computers and
personal communications systems. Innovex is known worldwide for
its advanced technology and world class manufacturing.


INTEGRATED HEALTH: Proposes Uniform Durham Sale Bidding Protocol
----------------------------------------------------------------
Pursuant to Rule 6004(f)(I) of the Federal Rules of Bankruptcy
Procedures, a debtor may sell estate assets outside of the
ordinary course of business without conducting an auction.
However, in the interest of ensuring maximum enrichment of these
Chapter 11 estates, Integrated Health Services, Inc., and its
debtor-affiliates have decided that it would be prudent to have
a forum for entertaining competing bids for the IHS Horizon
Durham Property and its Operations.  The Debtors believe that
conducting an auction will allow them to determine, with
relative certainty and minimal expenditure of estate assets, the
existence of offers that may be higher or better than the offer
contained in the Sale Contract.  Accordingly, prior to the
Auction, the Debtors ask the Court to establish and approve the
proposed Bidding Procedures.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, tells the Court that the Debtors will
accept bids from interested third parties pursuant to the
Bidding Procedures.  Thereafter, if necessary, the Debtors will
conduct an auction among Durham Investors and other qualified
bidders.

Any person or entity that desires to purchase the Property and
acquire the Facility Operations must be present at the Auction
and bid in accordance with the Bidding Procedures.  The Auction
for the sale of the Property and associated transition of the
Facility Operations will be held in the law offices of Young
Conaway Stargatt & Taylor, LLP, The Brandywine Building at 1000
West Street, 17th Floor in Wilmington, Delaware on December 6,
2002 at 12:00 Noon (EST).

To be considered a Qualifying Bid, single bids for the Property
and Facility Operations must be submitted pursuant to these
procedures:

-- bids may be submitted only by Durham Investors and any person
    or entity that has, by no later than December 2, 2002 at 4:00
    P.M. (EST):

    * delivered to the Debtors, in the manner provided in the
      Sale Contract for the giving of notices, a written bid for
      the purchase of the Property and accompanying acquisition
      of the Operations, which bid must be in the form of the
      Agreement and the Transfer Agreement, will set forth as the
      Purchase Price in the Sale Contract the bidder's initial
      bid in accordance with these Bidding Procedures; and

    * deposited in escrow with the Escrow Agent at or prior to
      the time of submitting its initial bid, 10% of the amount
      of its initial bid in the form of Acceptable Checks or by
      wire transfer of immediately available federal funds, which
      deposit will be held pursuant to Article "15" of the Sale
      Contract;

-- if a competing bidder is not the successful bidder at the
    Auction, its downpayment will be returned to it within the
    earlier of 5 business days after the closing of the Sale of
    the Property and accompanying Transfer of the Facility
    Operations to the successful bidder or 90 days after the date
    of the Auction;

-- if a competing bidder is the successful bidder at the
    Auction, its deposit will become the Downpayment and will be
    governed by the provisions of the Sale Contract;

-- in the event that a bidder other than the Proposed Purchaser
    is the successful bidder for the Property and the Operations,
    the successful bidder will be deemed to assume all the terns
    of the Sale Contract as "Purchaser" and all the terms of the
    Transfer Agreement as New Operator;

-- any competing bidder must provide evidence reasonably
    satisfactory to the Debtors at least 3 business days prior to
    the Auction, that the person or entity has the financial
    ability to close the transaction;

-- any bid for the Property will be deemed to inseparably
    include the Operations and the acquisition and transfer
    pursuant to the Transfer Agreement, and must be for "all
    cash;"

-- the initial minimum bid at the Auction will not be less than
    $3,125,000;

-- bids subsequent to the Minimum Initial Bid will be in
    increments of not less than $100,000;

-- in the event that a bid to purchase the Property and acquire
    the Operations is made by a party other than Durham Investors
    is the winning bid at the Auction, and is accepted by the
    Debtors and approved by the Court, Durham Investors'
    downpayment will be returned to Durham Investors within the
    earlier of:

      * 5 business days after the Debtors' closing of the Sale of
        the Property and Facility Transfer to the successful
        bidder; or

      * 90 days after the date of the Auction;

-- the Debtors are required to accept the higher or better bid
    made at the Auction by a bidder who has qualified in
    accordance with the provisions of this Motion, with the
    understanding that in determining which offer is higher or
    better, the Debtors reserve the right to:

      * determine in its reasonable discretion which Qualifying
        Bid, if any, is the highest or best offer and

      * reject at any time prior to entry of an order of the
        Court approving any Qualifying Bid which the Debtors, in
        its reasonable discretion and without liability, deems to
        be:

        a. inadequate or insufficient,

        b. not in conformity with the requirements of the
           Bankruptcy Code, the Bankruptcy Rules, the Local
           Bankruptcy Rules or the terms and conditions of the
           Sale Contract and Transfer Agreement, or the bidding
           procedures, or

        c. contrary to the best interests of the Debtors, their
           creditors and their estates.

    Economic considerations will not be the sole criteria on
    which the Debtors may base its decision;

-- if no bid, together with the requisite 10% deposit, is
    received from a qualified bidder, the Auction will not be
    conducted and the Debtors will ask the Court to enter an
    order approving the Sale of the Property and Facility
    Transfer to Durham Investors pursuant to the Sale Contract
    and Transfer Agreement; and

-- if a bidder other than Durham Investors will be the
    successful bidder at the Auction, and the sale to the other
    bidder will fail to close for any reason, the Debtors will
    first notify the next highest bidder at the Auction, whose
    bid was otherwise acceptable to the Debtors, of the failure
    and the next highest bidder will have the right to purchase
    the Property and acquire the Operations in accordance with
    the Sale Contract and the Transfer Agreement at the Purchase
    Price submitted with its last bid, exercisable within 3
    business days of the bidder's receipt of notice, and if there
    are no bidders who will have elected to purchase the Property
    and acquire the Operations as provided, then the Debtors will
    notify Durham Investors of the failure and Durham Investors
    will have the right, exercisable within 3 business days of
    the receipt of notice, to elect to purchase the Property and
    acquire the Operations pursuant to the terms of the Sale
    Contract and the Transfer Agreement for the amount of the
    Purchase Price set forth in the Sale Contract; and if Durham
    Investors elects to purchase the Property and acquire the
    Operations after receiving notice, the Sale of the Property
    and Facility Transfer will close in accordance with
    the terms of the Sale Contract and the Transfer Agreement,
    except that the Closing Date will occur within 60 days of the
    date of election.

The Debtors ask the Court to schedule the Sale Hearing on
December 9, 2002 at 10:30 a.m. (EST).  At the Sale hearing, the
Debtors will ask the Court to enter the Sale Order, authorizing
the Sale of the Property and Facility Transfer, free and clear
of all Liens, either:

-- in the absence of any higher or better offer for the Property
    and Operations, to Durham Investors pursuant to the terms and
    conditions set forth in the Transactions Documents for the
    "Purchase Price" for "all cash;" or

-- if there are one or more bids at the Auction that are higher
    and better than the Purchase Price, to the bidder submitting
    the highest or best offer for the Sale and Facility Transfer.
    (Integrated Health Bankruptcy News, Issue No. 45; Bankruptcy
    Creditors' Service, Inc., 609/392-0900)


INTERCEPT INC: Sept. 30 Working Capital Deficit Tops $3 Million
---------------------------------------------------------------
InterCept, Inc. (Nasdaq: ICPT), a leading provider of technology
products and services for financial institutions and merchants,
reported financial results for the three months ended September
30, 2002.

                     Record Financial Results

Net revenues for the three months ended September 30, 2002
totaled $66.3 million, a 76.7% increase compared with $37.5
million for the three months ended September 30, 2001.  Net
income available to common shareholders, excluding net losses
generated from InterCept's ownership of Netzee, Inc., and a non-
recurring charge to establish a reserve related to the WorldCom
bankruptcy, totaled $5.7 million on 19.9 million average shares
outstanding for the three months ended September 30, 2002,
versus $4.0 million on 17.0 million average shares outstanding
for the three months ended September 30, 2001.

During the third quarter, InterCept recorded non-cash losses
from its ownership in Netzee of $1.4 million, which reduced the
value of the note receivable from Netzee to $9.0 million.
InterCept will continue to reduce the value of this note
receivable to reflect its share of Netzee's losses.  In
addition, InterCept incurred a non-recurring charge of
approximately $1.6 million, net of taxes, that resulted from the
non-payment of amounts related to its WEB 900 service offering,
which utilizes WorldCom as its carrier and is subject to
WorldCom's bankruptcy.  InterCept has fully reserved for this
account receivable and is seeking to recover the amounts owed.

Including the losses related to Netzee and the non-recurring
charge, net income available to common shareholders was $2.8
million or $0.14 per share (diluted) for the three months ended
September 30, 2002, compared with $188,000 or $0.01 per share
(diluted) for the three months ended September 30, 2001.

At September 30, 2002, the Company's balance sheets show a
working capital deficit of about $3.1 million.

                     Operating Highlights

"We are very excited that our strong financial performance
continued in the third quarter of 2002," stated John W. Collins,
InterCept Chairman and CEO.  "We achieved record revenues and
strong profits despite a difficult economic environment and
signed a number of significant customers in both our financial
institutions group and our merchant services group."

Other Recent Highlights Include the Following:

      * Signed a letter of intent with Sovereign Bancorp for its
        item processing.

      * Signed a merchant processing contract with 1st Source
        Bank, a $3 billion financial institution located in South
        Bend, Indiana.

      * Announced changes to management, including the
        appointment of Boone Knox to Vice Chairman of the Board
        of Directors and the promotion of Lynn Boggs to Chief
        Operating Officer.

      * Signed contracts with several notable merchants,
        including Apple Vacations, TIME.com, Terra.com,
        Matchlive, and Spring Street Networks.

      * Opened an item processing center in Los Angeles,
        California.

"We continue to see strong demand from financial institutions
for our suite of outsourced products and services.  This
momentum has continued as we have signed 22 core processing
customers in the last 120 days.  However, we continue to see
financial institutions deferring decisions in the purchase of
in-house software and hardware products.  Although the non-
recurring components of our business comprise only about 10% of
our revenues, they represent a greater percentage of net income
due to their higher margins.  We expect the weakness in sales of
in-house products and services to continue for the remainder of
2002 and into next year."

                  Fourth Quarter and 2003 Outlook

"We expect to achieve earnings per share of $1.11 - $1.15 for
2002 and $1.28 - $1.32 for the full year 2003," continued Mr.
Collins.  "These estimates include capital expenditures and
start up costs related to the conversion of Sovereign's item
processing to InterCept, as well as the issuance of 375,000
shares of our common stock to Sovereign on October 1, 2002.  We
do not expect Sovereign to contribute significantly to our
earnings until the fourth quarter of 2003."

InterCept is a single-source provider of a broad range of
technologies, products and services that work together to meet
the technological and operating needs of financial institutions
and merchants.  InterCept's products and services include core
data processing, check processing and imaging, ATM and debit
card processing, merchant processing, data communications
management, and related products and services.  For more
information about InterCept, go to http://www.intercept.netor
call 770.248.9600.


IPSCO: S&P Hatchets Credit Ratings to BB- Citing Demand Weakness
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on steel
producer IPSCO Inc., including the long-term corporate credit
and senior unsecured debt ratings, which were lowered to double-
'B'-plus from triple-'B'-minus.

At the same time, Standard & Poor's removed the ratings from
CreditWatch where they were placed October 21, 2002. The outlook
is stable. As of September 30, 2002, IPSCO had about US$342
million in debt outstanding.

"As a result of demand weakness for the company's core products,
IPSCO's key financial measures have fallen below expectations,
and the prospect for improvements are clouded by uncertainty in
industrial end markets," said Standard & Poor's credit analyst
Kenton Freitag.

The ratings on Lisle, Illinois-based IPSCO reflect its fair
business position as a competitive steel minimill producer of
coil and plate to industrial users, and tubular goods to the
energy industry. The ratings are offset by a weakened financial
profile stemming from an extended period of difficult steel
conditions, particularly in the market segments that IPSCO
serves.

The outlook for the company's markets is mixed. Demand for plate
and coil from industrial users is tied to North American
economic growth, and the outlook is increasingly uncertain.
Demand from the oil and gas industry, which accounts for about
35% of revenues, has run below expectations but is expected to
pick up over the winter.

The effect of poor market conditions on IPSCO's credit measures
has been compounded by capital expenditures undertaken to
complete its third minimill, which increased the company's debt
levels and added capacity during a period of weak demand.
Management responded to this weakness through a C$125 million
equity issue in the spring, which reduced total adjusted debt to
capital to about 37% (31% treating convertible subordinated
notes as equity). Trailing EBIT and EBITDA interest coverage
ratios are weak at 1.2 times and 2.3x, respectively.

Minimal capital expenditure requirements in the medium term
should allow for free cash flow generation and reduced debt
levels. Operating results are expected to continue to be
vulnerable to volatile demand and prices.


JP MORGAN: Fitch Assigns Lower-B Ratings to 6 Classes of Notes
--------------------------------------------------------------
J.P. Morgan Chase Commercial Mortgage Securities Corp., series
2002-CIBC5, commercial mortgage pass-through certificates are
rated by Fitch Ratings as follows:

       -- $310,000,000 class A-1 'AAA';

       -- $487,155,000 class A-2 'AAA';

       -- $1,004,289,337 class X-1 'AAA';

       -- $959,067,000 class X-2 'AAA';

       -- $36,405,000 class B 'AA';

       -- $13,809,000 class C 'AA-';

       -- $27,618,000 class D 'A';

       -- $13,809,000 class E 'A-';

       -- $28,873,000 class F 'BBB';

       -- $16,320,000 class G 'BBB-';

       -- $18,831,000 class H 'BB+';

       -- $12,553,000 class J 'BB';

       -- $5,022,000 class K 'BB-';

       -- $5,021,000 class L 'B+';

       -- $8,788,000 class M 'B';

       -- $2,510,000 class N 'B-'.

Class NR is not rated by Fitch Ratings. Classes A-1, A-2, B, C,
D and E are offered publicly, while classes X-1, X-2, F, G, H,
J, K, L, M, N, and NR, are privately placed pursuant to Rule
144A of the Securities Act of 1933. The certificates represent
beneficial ownership interest in the trust, primary assets of
which are 116 fixed-rate loans having an aggregate principal
balance of approximately $1,004,289,338 as of the cutoff date.


KAISER ALUMINUM: Selling Oxnard Facility to Aluminum Precision
--------------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates own and
operate an aluminum forging facility in Oxnard, California that
produces aluminum parts for use in trucks, airplanes, medical
equipment and other industrial products.  The Oxnard Facility
consists of a 6,260 square foot, metal-framed office building
and a 135,506 square foot metal manufacturing building located
on a 15.07-acre site.

Over the past couple of years, the market for forged aluminum
parts has deteriorated and the sales at the Oxnard Facility have
been negatively affected.  Although costs have been reduced and
productivity improved in response to declining sales, the
Debtors determined that the Oxnard Facility is not necessary for
the successful operation and reorganization of their businesses
and should be sold.

In April 2002, the Debtors contacted 20 potential buyers.  They
also solicited quotes from equipment brokers and commissioned an
appraisal of the real property.  Of the 20 companies contacted,
six expressed interest, conducted initial due diligence and
visited the Oxnard Facility.  But it was Aluminum Precision
Products, Inc., that submitted the most attractive bid.  Hence,
the Debtors negotiated with Aluminum Precision for an acceptable
agreement for the sale of the Oxnard Facility.  During those
months, no other bids were submitted.

On September 12, 2002, the Debtors and Aluminum Precision
finally concluded their negotiations for the Facility.  The
Parties came up with:

   (a) an Asset Purchase and Sale Agreement pursuant to which the
       Debtors would sell and transfer their interests in the
       Oxnard Facility, other than the underlying real property,
       to the Buyer free and clear of liens, claims and
       encumbrances; and

   (b) a Standard Offer, Agreement and Escrow Instructions for
       Purchase of Real Estate that calls for the Debtors to sell
       and transfer their interests in the real property on which
       the Oxnard Facility sits to the Buyer free and clear of
       liens, claims and encumbrances.

The significant terms of both Agreements are:

A. Property Interest To Be Sold

    -- The assets to be sold are the real property related to the
       Oxnard Facility:

           * buildings,
           * equipment,
           * inventory,
           * leases and contracts,
           * licenses, and
           * intangible assets.

    -- Assets excluded in the sale are:

       (a) the computer and communication equipment, which are
           also being used for the Debtors' facility in
           Greenwood, South Carolina;

       (b) those machinery and equipment that will be moved to
           the Greenwood facility; and

       (c) cash and cash equivalents, receivables and certain
           other items.

B. Purchase Price

    -- The Buyer will pay $7,400,000 in cash as Purchase Price at
       the closing of the transaction:

        (a) $4,000,000 is for the real property included in the
            Oxnard Assets; and

        (b) $3,400,000 is for the equipment, inventory, leases,
            contracts, licenses and intangibles included in the
            Oxnard Assets; and

    -- The Buyer will also assume the liabilities:

        (a) related to its post-closing operation of the Oxnard
            Facility;

        (b) associated with the executory portion of the
            contracts and leases being assumed and assigned; and

        (c) of the Debtors to maintain customer tools.

C. Price Adjustment for Inventory:

    -- No later than 30 days after the date of the closing of the
       transactions, the Debtors will take a physical inventory
       of:

        (a) the aluminum raw materials excluding scrap; and

        (b) the work in process and finished goods;

    -- The Purchase Price will be adjusted to the extent that the
       net book value of the Adjustment Inventory as of the
       Closing Date is more or less than $500,000 in the
       aggregate; and

    -- The maximum upward adjustment is limited to $500,000
       without the Buyer's written approval.  If the Buyer does
       not approve any adjustment, the Debtors will retain title
       to the excess Adjustment Inventory.

D. Deposit

    -- The Buyer has placed in escrow a $500,000 deposit.  The
       Deposit will be applied to the Purchase Price at closing;
       and

    -- If the Buyer breaches the Asset Sale Agreement or the Real
       Property Agreement, the Debtors will retain the Deposit as
       liquidated damages.  Then, the Buyer will be released from
       further liability to the Debtors.

E. Pro-ration of Taxes

    The Debtors will be responsible for the prorated annual
    property taxes relating to the Oxnard Assets incurred before
    the Closing.

F. "As Is" Condition

    The Buyer will take the Oxnard Assets on an "as is, where is"
    basis "with all faults."

G. Indemnity

    -- The Debtors will indemnify the Buyer from and against any
       losses arising from:

        (a) any breach or misrepresentation in any of the
            Debtors' covenants, representations and warranties;

        (b) use or operation of the Oxnard Assets before the
            Closing Date; and

        (c) any liability imposed on the Buyer that may arise
            under applicable bulk sales laws;

    -- The Buyer will indemnify the Debtors from and against any
       losses rising from:

        (a) any breach or misrepresentation in any of the Buyer's
            covenants, representations and warranties;

        (b) use or operation of the Oxnard Assets after the
            Closing Date; and

        (c) any assumed liability;

    -- The representations and warranties of both the parties
       will survive the Closing Date for a period of two years.
       No party will be entitled to assert a claim for
       indemnification until that party's claim under the Sale
       Agreements exceed $50,000 -- and only with respect to the
       amount over $50,000; and

    -- The aggregate liability of the Debtors and the Buyer for
       breaches of their representations and warranties will not
       exceed $500,000.

H. Termination

    -- If the closing of the sale transaction does not occur by
       February 15, 2003 -- provided that the failure to close is
       not attributable to a party's failure to satisfy its
       conditions to closing -- either party may terminate the
       Sale Agreements by written notice; and

    -- The Sale Agreements may also be terminated for other
       reasons.  Depending on the basis for termination:

        (a) the Debtors may retain the Deposit; or

        (b) the Deposit will be returned to the Buyer.

Thus, the Debtors seek the Court's authority to consummate the
sale of the Oxnard Assets to Aluminum Precision in accordance
with the Sale Agreements.

Paul N. Heath, Esq., at Richards, Layton & Finger, asserts that
selling the Oxnard Assets is the best course of action.  The
proceeds will be used for the benefit of the bankrupt estates.
Mr. Heath points out that the sale to Aluminum Precision will
yield a higher return to the estate than the continued operation
of the Oxnard Facility or a closure and piecemeal liquidation of
the Oxnard Facility. (Kaiser Bankruptcy News, Issue No. 17;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

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


KNOWLES ELECTRONICS: Balance Sheet Insolvency Widens to $493MM
--------------------------------------------------------------
Knowles Electronics Holdings, Inc., announced results for the
third quarter ended September 30 and the first nine months of
2002. Knowles also announced the sale of the Ruf Electronics
Division of its Automotive Components Group.

The manufacturer of hearing aid components and other products
reported third quarter sales of $51.6 million, 6% less than the
$54.6 million reported for the third quarter of 2001. The
company's sales for the first nine months of 2002 totaled $160.8
million, 3% less than the $166.6 million reported for the first
nine months of 2001.

At the company's Knowles Electronics Division, sales for the
quarter were $31.3 million, 8% less than the $34.1 million
reported for the third quarter of 2001 due to lower demand and
unfavorable mix and price changes. The Emkay Division reported
sales of $7.5 million, a decrease of 3% from the $7.7 million
reported for the third quarter of 2001 due to lower demand for
infrared products. The Automotive Components Group reported
sales of $12.9 million for the quarter, unchanged from the third
quarter of 2001. Sales of the SSPI Division of ACG were up 1%
over last year, and the ACG's Ruf Division sales were down 2%.

For the first nine months of 2002, the company's KE Division
reported sales of $97.7 million, 4% less than the $101.4 million
reported for the first nine months of 2001. Sales at the Emkay
Division totaled $25.7 million, 2% more than the $25.1 million
reported in 2001. The Automotive Components Group's sales
declined by 7% to $37.5 million compared to $40.2 million for
the first nine months of 2001. Sales of the SSPI Division of ACG
were down 5% over last year, and the ACG's Ruf Division sales
were down 11%.

The company announced that it was taking a non-cash charge of
$4.2 million for the impairment of Ruf assets held for sale, as
well as an additional $1.1 million restructuring charge in the
third quarter primarily related to a writedown on a building
held for sale in Taiwan. For the first nine months of 2002, the
non-cash charge for the impairment of Ruf assets held for sale
totaled $12.9 million and restructuring charges of $1.7 million
have been recorded.

Despite decreased research, selling and administrative expenses,
operating income for the third quarter and first nine months of
2002 were lower than the comparable periods in 2001 due to the
Ruf impairment charge, restructuring charges and the impact of
lower sales. Operating income for the third quarter of 2002
totaled $5.4 million, compared to $11.1 million in 2001.
Operating income for the first nine months totaled $14.6
million, compared to $34.4 million for the first nine months of
2001. Excluding the Ruf impairment charge and restructuring
charges, adjusted operating income for the third quarter of 2002
totaled $10.6 million, compared to $11.3 million in 2001.
Adjusted operating income for the first nine months of 2002
totaled $29.1 million, compared to $32.7 million for the first
nine months of 2001.

The company reported a net loss for the third quarter of $1.4
million compared to a net loss of $0.4 million for the third
quarter of 2001. The company's net loss was $9.6 million for the
first nine months of 2002 compared to net income of $0.7 million
for the same period in 2001.

The company's adjusted EBITDA (reported EBITDA plus
restructuring and impairment charges) for the third quarter of
2002 totaled $13.2 million, or 25.7% of sales, compared to $14.6
million, or 26.7% of sales for the third quarter of 2001. For
the first nine months of 2002, the company's adjusted EBITDA
reached $38.2 million, or 23.7% of sales, versus $42.9 million,
or 25.7% of sales for the first three quarters of 2001. The
decline in adjusted EBITDA percentage for the quarter was due to
lower KE Division gross margin more than offsetting higher
margins at Emkay and ACG's SSPI and Ruf Divisions. Gross margin
percentages in the third quarter for Emkay and ACG's SSPI
Division were improved over both the first and second quarters,
with SSPI reporting its highest margin this year in the month of
September. For the first nine months, the lower adjusted EBITDA
percentage was due to lower gross margins at all divisions.

At September 30, 2002, the Company's balance sheets show a total
shareholders' equity deficit of about $493 million.

The company continued to focus on generating cash and
controlling costs. Cash provided by operating activities in 2002
exceeded the comparable third quarter and nine month results of
2001. Further, the 2002 third quarter cash from operations was
an improvement over the preceding first and second quarters.
Capital expenditures for the first nine months of 2002 were $10
million lower than the comparable period in 2001. As previously
announced in an August 29, 2002 press release, the company
received $10 million from the issuance of a senior subordinated
note that was purchased by an affiliate of Doughty Hanson & Co,
Ltd., a private equity concern that controls the equity of
Knowles. The company's efforts to tightly control spending
continued in the third quarter, resulting in research, selling
and administrative expenses that collectively decreased by 17%
in the third quarter and by 3% for the first nine months of 2002
compared to the same periods in 2001.

The company expects a modest seasonal increase in demand in the
near-term, but no improvement in the underlying markets for its
products. Delivery of the first shipments of the new silicon
microphone are still anticipated before the end of the year.

Knowles also announced that it had completed the sale of its Ruf
Electronics operations effective November 1, 2002 to W.E.T.
Automotive Systems AG, an automotive systems supplier. The terms
of the transaction were not announced.

Knowles Electronics is the world's leading manufacturer of
transducers and related components used in hearing aids. The
company also manufactures acoustic components used in voice
recognition, telephony, and Internet applications as well as
automotive solenoids and sensors. In 1999, the European fund
management company Doughty Hanson & Co, Ltd. acquired Knowles.


LTV CORP: Proposes Copperweld Employee Retention Program
--------------------------------------------------------
The LTV Corporation and its debtor-affiliates seek the Court's
authority to implement:

(1) a reorganization administration program for nine LTV Steel
     Company, Inc. employees -- Reorganization Employees -- who
     will provide substantial assistance to Debtor Copperweld
     Corporation and its affiliates in developing, negotiating
     and confirming their plan of reorganization;

(2) an arrangement with respect to the services to be provided
     by the Reorganization Employees; and

(3) a severance program for 14 other LTV Steel employees --
     Severance Employees -- who will not participate in the
     Reorganization Administration Program, but will remain
     beyond the end of the APP Period to assist with the wind
     down of LTV Steel's estate.

      Rationale For The Reorganization Administration Program

The Copperweld Debtors are commencing the process of developing
a plan of reorganization for their estates.  The Debtors advise
Judge Bodoh that they currently anticipate filing the Copperweld
Plan in January 2003.  The Copperweld Debtors have relied on LTV
to support the administration of their Chapter 11 cases with the
view that the Copperweld Debtors would, initially, be
reorganized as part of the reorganization of all of the Debtors
and, then, after the commencement of the APP, be sold to a third
party purchaser.  Because the Copperweld Debtors will now pursue
a stand-alone plan of reorganization that will not include LTV
Corporation or LTV Steel, they now find themselves without the
staff or expertise to perform the administrative functions
required to develop, negotiate and confirm the Copperweld Plan.
The Reorganization Employees have the experience and knowledge
necessary to manage the plan process and the employees of the
Copperweld Debtors, as required, throughout the plan process.

The Reorganization Employees, however, are LTV Steel employees,
and thus have obligations to the LTV Steel estate to devote
their efforts to the continued implementation of the APP.
Nevertheless, because the Copperweld Debtors lack the expertise
to manage the plan process, LTV Steel has agreed to make the
services of the Reorganization Employees available to the
Copperweld Debtors.  The Copperweld Debtors, in turn, have
agreed, with the general consent of their postpetition lenders,
to compensate the Reorganization Employees through LTV Steel for
their expertise on the substantial additional burdens that
managing the plan process will impose on them.

                     The Reorganization Services

Specifically, the Reorganization Employees will be authorized to
perform services for Copperweld in connection with:

        (1) claims analysis and reconciliation;

        (2) executory contract and unexpired lease analysis;

        (3) pension, tax and employee benefit analysis;

        (4) development, negotiation and confirmation of the
            Copperweld Plan and preparation of the accompanying
            Disclosure statement; and

        (5) any other function necessary or appropriate to
            effectuate the plan process.

In performing the Reorganization Services, the Reorganization
Employees will have access to, and may utilize, all information,
data and personnel of the Copperweld Debtors that may be
necessary or appropriate for them to perform the Reorganization
Services.  The employees will be obligated to take measures to
maintain the confidentiality of the information obtained.

                 Rationale for The Severance Program

The Debtors had anticipated that the APP Process would be
concluded by September 7, 2002.  While the vast majority of the
work to realize the value of the LTV Steel assets has been
accomplished, certain APP projects, like concluding the sale of
the LTV Tubular business, remain. Accordingly, the Court
extended the APP Process period through December 13, 2002.

Based on the originally anticipated timing of the conclusion of
the APP process, many of LTV Steel's employees had foregone
other employment opportunities through September 7 to assist
with the APP process.  LTV Steel now seeks to secure their
employment beyond the APP process, which will require these
employees to continue to forego other employment.  Moreover, due
to the agreement that the Reorganization Employees will devote a
substantial portion of their time to the plan process, retention
of the Severance Employees will be even more critical to manage
the workload required to wind down the LTV Steel estate.  The
Severance Employees will also devote time to certain aspects of
the plan process.  Accordingly, in light of these increased
responsibilities and to provide the Severance Employees with a
reasonable time frame to secure new employment once their
positions with LTV Steel terminate, LTV Steel has determined,
with the general consent of the Committees, to establish a
Severance Program.

                       The Employment Programs

The Employment Programs recognize the increase in
responsibilities to be shouldered by the remaining LTV Steel
employees over the next several months in managing the plan
process, and in continuing to wind down the LTV Steel estate.

The Employment Programs include two separate components:

     (1) the Reorganization Administration Program, designed to
         compensate the Reorganization Employees for managing
         and directing the plan process in addition to fulfilling
         their responsibilities to the LTV Steel estate; and

     (2) the Severance Program, designed to protect the Severance
         Employees for their continued service to LTV Steel,
         which will now include significant responsibilities in
         connection with the plan process.

                 The Reorganization Administration Program

The Reorganization Employee's right to receive payment under the
Reorganization Administration Program will be conditioned on
that employee's execution of an agreement in a form and
substance acceptable to the Debtors.  Each Program Agreement
will provide that, before any payment may be made under the
Reorganization Administration Program, the employee will release
and waive any and all claims that he or she may have against any
of the Debtors or their respective estates by execution of a
release and waiver agreement.

Upon signature of a Program Agreement, each Reorganization
Employee will be entitled to a payment that is 50% of his or her
current annual base salary.  These payments will vest at the
earliest occurrence of any of these conditions (and will become
fully payable upon signature of a Release Agreement):

        (1) the commencement of a confirmation hearing for the
            Copperweld Plan; or

        (2) death; or

        (3) disability; or

        (4) involuntary termination at any time without cause; or

        (5) June 1, 2003.

A Reorganization Employee forfeits his or her entire payment
under the Reorganization Administration Program if he or she
resigns before the occurrence of one of the Vesting Events.

The estimated cost for the Reorganization Administration Program
is $1,110,000, exclusive of all applicable payroll taxes.  The
Program Amounts will be paid by the Copperweld Debtors and will
be funded from a carve-out from the Copperweld Lenders' liens in
respect of their postpetition financing facility.  Thus, the
cost of the Reorganization Administration Program will be borne
by the Copperweld Debtors' estates.  In addition, each
Reorganization Employee will have an allowed administrative
claim against Copperweld Corporation's estate equal to his or
her Program Amount.  Finally, if a Reorganization Employee is
required to take legal action to enforce his or her rights
under the Reorganization Administration Program, and without
regard to whether the Reorganization Employee prevails, in that
connection, the Copperweld Corporation will pay and be
financially responsible for 100% of any and all reasonable
attorney's and related fees and expenses incurred by the
employee in connection with any dispute associated with the
interpretation, enforcement or defense of a Reorganization
Employee's rights under the Reorganization Administration
Program by litigation or otherwise as long as, with respect to
that dispute, the Reorganization Employee has not acted in bad
faith or with no colorable claim of success.

                         Severance Program

Similar to the Reorganization Administration Program, the
Severance Employee's right to receive payment under the
Severance Program will be contingent on that employee's
execution of a Program Agreement in favor of LTV Steel.  Upon
the execution of a Program Agreement, a Severance Employee will
be entitled to receive a lump-sum severance payment that is
equal to two months of their current annual base salary.  These
payments will vest at the earliest occurrence of any of these
conditions (and will become fully payable upon signature of a
Release Agreement):

        (1) death; or

        (2) disability; or

        (3) involuntary termination at any time without cause; or

        (4) June 1, 2003.

A Severance Employee forfeits his or her entire payment under
the Severance Program if he or she resigns before the occurrence
of one of the Vesting Events.

The estimated cost of the Severance Program is $198,400,
exclusive of all applicable payroll taxes.  The source of these
funds will be the funds that remain in the trust that was
established in connection with the Debtors' prior retention
programs.  Accordingly, no new funds will be required to
implement the Severance Program. (LTV Bankruptcy News, Issue No.
39; Bankruptcy Creditors' Service, Inc., 609/392-00900)


M.A. GEDNEY: US Trustee Appoints Official Creditors' Committee
--------------------------------------------------------------
Habbo G. Fokkena, the United States Trustee for Region 12
appoints a three-member Official Unsecured Creditors' Committee
in the chapter 11 case involving M.A. Gedney Company.  The three
appointees are:

      1. Marbran USA
         South 10th Street
         McAllen, TX 78501
         Contact Person: Carlos Garza
         Phone: (956)630-2941

      2. Saint-Gobain Container Company
         1509 South Macedonia Avenue
         Muncie, IN 47307-4200
         Contact Person: Don Gallinat
         Phone: (765)471-7629

      3. Creditor: Guillermo Brun
         Brun Processed Foods, S.A. de C.V.
         K.M. 2.3 Carretera Villa de Alvarez-Minatitlan
         Box 62 Ville de Alvarez, Colima - Mexico 28970
         Phone: +52(312)316-0700

The UST further designates Don Gallinat as Acting Chairperson of
Committee pending selection by the Committee members of a
permanent Chairperson.

M. A. Gedney Company, manufacturer and marketer of acidified
food products filed for chapter 11 protection on October 22,
2002 in the U.S. Bankruptcy Court for the District of Minnesota.
William I. Kampf, Esq., at Kampf & Associates, P.A., represents
the Debtor in its restructuring efforts.  When the Company filed
for protection from its creditors, it listed $15,371,257 in
total assets and $28,954,441 in total debts.


MICRON TECH: Files Countervailing Duty Case vs. DRAM Products
-------------------------------------------------------------
Micron Technology, Inc., filed a countervailing duty case with
the U.S. Department of Commerce and the International Trade
Commission against DRAM semiconductor products manufactured in
South Korea. The complaint identifies multi-billion-dollar
bailout packages and loan subsidies to South Korean
semiconductor companies in violation of U.S. Countervailing Duty
laws and South Korea's commitments under World Trade
Organization agreements. These subsidies have included loan
write-offs, debt-for-equity swaps, government-induced debt
financings and re-financings on noncommercial terms, special
export financing and special tax treatment.

Commenting on Micron's filing, CEO and President Steve Appleton
stated: "The ongoing subsidization of Korean DRAM manufacturers
violates free market principles and has resulted in excess
supply in the international market for DRAM products.
Inefficient manufacturing operations should not be allowed to
escape normal market forces. Korea has not kept its commitments
to the World Trade Organization and continues to violate U.S.
Countervailing Duty laws."

According to Micron's complaint, subsidies benefiting South
Korean semiconductor manufacturers have caused economic injury
to Micron and other DRAM producers. The filing seeks imposition
of a countervailing duty against Korean DRAM imports. The case
will proceed simultaneously with the Department of Commerce and
with the International Trade Commission.

Micron Technology, Inc., is one of the world's leading providers
of advanced semiconductor solutions used in today's leading-edge
computing, consumer, networking, and communications products.
Micron Technology, Inc., and its subsidiaries manufacture and
market DRAMs, very fast SRAMs, Flash memory, TCAMs, CMOS image
sensors, other semiconductor components and memory modules.
Micron's common stock is traded on the New York Stock Exchange
(NYSE) under the MU symbol. To learn more about Micron
Technology, Inc., visit its Web site at http://www.micron.com.

                         *   *   *

As previously reported in the Troubled Company Reporter,
Standard & Poor's Ratings Services affirmed its double-'B'-minus
corporate credit rating on Micron Technology Inc., and revised
its outlook to negative from stable, following Micron's
announcement that pricing pressures in the semiconductor memory
industry have accelerated.


MIKOHN GAMING: Third Quarter Net Loss Further Balloons to $30MM
---------------------------------------------------------------
Mikohn Gaming Corporation (Nasdaq:MIKN) announced its financial
results for the third quarter and nine months ended September
30, 2002.

Total revenue for the quarter ended September 30, 2002 increased
18% to $29.6 million from $25.2 million one year earlier.
Revenue from gaming operations was $11.2 million compared with
$12.4 million in the prior year quarter. Revenue from product
sales increased 44% to $18.5 million from $12.8 million in the
prior year quarter.

Net loss for the third quarter was $30.2 million, compared with
a net loss of approximately $1.4 million in the 2001 third
quarter. Included in 2002 third quarter results are previously
announced charges of $27.4 million related to the Company's
restructuring initiatives, impairment losses, losses from
discontinued operations and various other items. Net loss before
the $27.4 million charge was approximately $2.8 million.
Included in the net loss for the three months ended September
30, 2001 was a charge of $3.4 million for the early
extinguishment of debt and a loss from discontinued operations.

The charges aggregating $27.4 million taken during the 2002
third quarter are as follows:

      --  $5.6 million related to corporate restructuring, of
which approximately $1.0 million was a cash charge paid in the
third quarter 2002, primarily related to the reduction in force
(on a going forward basis, the Company expects to have quarterly
cash outlays on long-term lease obligations of approximately
$300,000 per quarter through July 2004, at which point the
quarterly cash outlays become approximately $100,000).

      --  $6.3 million related to impairment of long-term assets,
all of which were non-cash charges.

      --  $2.5 million related to discontinued operations, of
which approximately $300,000 was a cash charge paid in the third
quarter.

      --  $3.9 million related to obsolete or slow moving
inventory, all of which were non-cash charges.

      --  $4.3 million related principally to bad debt
provisions, all of which were non-cash charges.

      --  $4.8 million related to officer severance agreements,
of which $1.5 million was a cash charge paid in the third
quarter 2002 (on a going forward basis, the Company expects to
have quarterly cash outlays of approximately $300,000 through
June 2003, approximately $200,000 quarterly thereafter to August
2004 and approximately $30,000 quarterly to August 2006. A one-
time cash outlay of approximately $600,000 is required in Q2 of
2003).

Excluding the $27.4 million of charges, EBITDAR (defined by the
Company as earnings before interest, income taxes, depreciation
and amortization, and rent on slot machine operating leases) was
$6.0 million, compared to $8.1 million in the corresponding
quarter of the previous year. Slot rent expense accounted for
approximately $1.4 million during the quarter ended September
30, 2002.

Commenting on the numerous actions during the quarter, John
Garner, chief financial officer, said, "We recorded the
necessary charges for the third quarter resulting from the
significant restructuring of our business operations and from
our balance sheet analysis. We are confident that the actions
taken will improve future financial results. As of today, the
company maintains cash balances of approximately $16.5 million.
As previously stated, we anticipate year-end cash balances of
approximately $15 million."

The Company had 2,351 average branded machines in casinos during
the quarter, which earned approximately $29.37 per day after
royalties. Non-branded machines in casinos averaged 354 during
the quarter and earned $23.23 per day. Leased games in casinos
for which the Company does not provide game hardware averaged
139 during the quarter and earned $3.98 per day net of joint
venture expenses. At September 30, 2002, the number of branded,
nonbranded and licensed games in casinos totaled 2,375, 375 and
196, respectively. The number of table games in casinos during
the quarter averaged 1,068 and averaged $1,250 per month in
lease revenues. As of September 30, 2002 the total number of
table games in casinos totaled 1,061.

Revenue for the nine months ended September 30, 2002 increased
7% to approximately $75.5 million from $70.2 million during the
prior year period. Net loss was $38.0 million, or $(2.96) per
share, compared to net income of approximately $462,000, or
$0.04 per share, for the nine months ended September 30, 2001.
Net loss for the nine months ended September 30, 2002 included
approximately $29.4 million of charges for restructuring,
impairment losses, discontinued operation losses and various
other items, $2.0 million of which was recorded in the second
quarter of 2002. Net income for the nine months ended September
30, 2001 included discontinued operating losses and a charge for
the early extinguishment of debt of approximately $3.1 million.

Russ McMeekin, president and chief executive officer, stated,
"With this difficult period now behind us, we can focus our
attention and resources on growth. During the quarter we
realized net branded slot game placements of approximately 190
units, 130 of which are games on the SDG platform and 60 from
our own inventory. Going forward, we anticipate growth in slot
placements fueled by the debut of TRIVIAL PURSUIT(R) in December
2002, the anticipated release of YAHTZEE(R) Looking for Love(TM)
early in 2003 and our new licensing agreement with Aristocrat.

"We successfully implemented the world's first Wide Area
Progressive (WAP) system on table games with Rank in the United
Kingdom, and we are on track to complete the 30-casino WAP
systems rollout by the end of the fourth quarter. With extremely
positive feedback, we continue to aggressively pursue
opportunities for a table game WAP in Nevada and several other
jurisdictions. Furthermore, we are excited that the State of
California approved our popular Caribbean Stud game, and
installations of a version of this game are currently underway
in prominent California card clubs.

"Our interior sign and electronics business continues to grow,
and we are pleased with the efficiencies gained from
consolidating operations to one location. We are confident that
these key developments, in addition to our completed
restructuring, will yield positive cash flow and a return to
profitability in the fourth quarter. We anticipate fourth
quarter EBITDAR to be approximately $8.0 million."

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


MIKOHN GAMING: Sigma Game Will Continue Contract with Company
-------------------------------------------------------------
Sigma Game Inc., reaffirmed the company's relationship with Las
Vegas-based Mikohn Gaming Corporation to continue providing
software and hardware development solutions for Mikohn's
licensed and branded video slot games.

According to Sigma's President and CEO Jim Jackson, "Sigma and
Mikohn continue to enjoy a mutually beneficial relationship.
Mikohn will continue to develop, market, and distribute its
premium video games on Sigma's platform. Any additional
development efforts on the part of Mikohn with vendors other
than Sigma are outside the scope of the current Sigma/Mikohn
relationship. We will continue to develop this relationship to
its fullest."

Mike Drietzer, Chief Compliance Officer of Mikohn gaming
Corporation said, "Our relationship with Sigma continues to move
forward. We have recently licensed Sigma's Dallas technology and
have submitted our games on this new enhanced version of the
software platform to various regulators for approval. We are
porting some of our library to additional platforms to enhance
our presence in gaming markets where CD ROM-based technology is
not yet or will not be approved."

Sigma Game Inc., is a leader in the manufacture, distribution
and service of technologically advanced reel slot and video
gaming machines. Sigma serves every casino market in the United
States and is established in Canada, Central and South America
and the Caribbean. Visits Sigma's Website at www.sigmagame.com
for media advisories, news, product updates and further
background information.

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

                           *    *    *

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

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


MILLERS AMERICA: Hallmark Purchases Defaulted Note for $6.5MM
-------------------------------------------------------------
Hallmark Financial Services, Inc., (Amex: HAF.EC) announced its
purchase from LaSalle Bank of a promissory note payable by
Millers American Group, Inc., for a purchase price of $6.5
million.  The Millers note, which is presently in default, has
an outstanding balance of approximately $15 million.  The
Millers note is secured by the capital stock of Millers
Insurance Company, a Texas-based property and casualty insurance
carrier, and Phoenix Indemnity Insurance Company, an Arizona-
based property and casualty insurance carrier.

Hallmark also announced that, in lieu of immediate foreclosure,
it has negotiated with Millers to accept the stock of Phoenix in
satisfaction of $7.0 million of the outstanding balance of the
Millers note.  The proposed exchange is contingent on execution
of a mutually acceptable definitive agreement and regulatory
approval of Hallmark's Form A application for change of control
previously filed with the Arizona Department of Insurance.  If
consummated, the proposed transaction would result in Phoenix
becoming a wholly-owned subsidiary of Hallmark.

Hallmark and Millers have also negotiated Hallmark's proposed
acquisition of Millers General Agency and two inactive service
company subsidiaries of Millers, as well as certain contracts
and fixed assets of MIC, for cash and the assumption of certain
debt.  Upon consummation of the proposed acquisitions, the newly
acquired Hallmark subsidiaries would employ all MIC personnel
and provide fee-based claims and financial administrative
services to MIC.  Consummation of these proposed transactions
are also contingent on execution of mutually acceptable
definitive agreements and obtaining required regulatory
approvals.  The stock of MIC would continue to be held by
Hallmark as collateral for the remaining balance of the Millers
note while the parties evaluate the recapitalization or
reorganization of MIC.

Newcastle Partners, L.P., an affiliate of Mark E. Schwarz,
Chairman of Hallmark, provided a $9.0 million interim financing
facility to Hallmark for the purchase of the Millers note and
consummation of the proposed transactions with Millers.
Hallmark intends to retire the bridge loan within the next year
with the proceeds from a rights offering to its shareholders.

Hallmark Financial Services, Inc., engages primarily in the
marketing and financing of non-standard automobile insurance in
the State of Texas.  Other activities include fee-based claims
handling as well as administrative and financial services for
unrelated parties.  The Company is headquartered in Dallas,
Texas and its common stock is listed on the American Stock
Exchange under the symbol "HAF.EC".


MIMBRES VALLEY: Violates Covenants Under Mortgage Loan Agreement
----------------------------------------------------------------
Mimbres Valley Farmers Association, Inc., is a New Mexico
corporation founded in 1913. The Company is a food, dry goods,
feed and farm supplies retailer serving the market area of
Deming and surrounding areas in southwestern New Mexico. The
Company currently operates a supermarket, feed and farm supply
store and a convenience store with gasoline pumps. The Company
also leases to unrelated parties certain retail space which the
Company owns. The revenue the Company derives from the non-
retail business activities is less than one percent of the
Company's total revenue.

All of the Company's operations and assets are in or around
Deming, New Mexico, which is primarily a farming community in
the southwestern part of the state.  Deming is the county seat
and largest municipality in Luna County, which has a population
of approximately 25,000. Because all parts of the County are
distant from the closest population centers in surrounding
counties (Las Cruces, with a  population of approximately
75,000, in Dona Ana County, New Mexico, and Silver City, New
Mexico, with a population of about 11,000, in Grant County, New
Mexico, are 62 and 55 miles, respectively, from Deming), the
residents of Luna County do most of their day-to-day shopping in
Deming.

The Company conducts its grocery business at two locations: the
main 40,000 square foot supermarket at 811 South Platinum in
Deming, and a convenience store at 501 North Gold in Deming. The
convenience store location includes underground storage tanks
and pumps for retail sales of gasoline.

All of the Company's other retail operations are located near
the main supermarket, either in the Company's strip mall that
the supermarket occupies in part, or, in the case of the feed
and farm supply store, immediately across the street.

The Company is in violation of certain financial maintenance
covenants in its mortgage loan agreement, although it has not
defaulted on any payments. The holder of the mortgage note has
not declared a default nor initiated any foreclosure
proceedings; the note has been renewed until January 24, 2003.

Mimbres Valley Farmers Association, Inc.'s total assets
increased by $18,644, or 0.84%, to $2,231,801  at June 30, 2002,
from $2,213,157 at June 30, 2001. The increase in total assets
was caused primarily by an increase in cash. Cash increased by
$117,430, or 83.56%, to $257,956 from $140,526 at June 30,2001.
The increase in cash was the result of the Company's continuing
effort to increase cash  generated by operating activities.
Accounts receivable trade increased by $12,035, or  26%, to
$58,326 from $46,291 while related party and other receivables
increased $1,824, or 42.06%, to $6,160 from $4,336 at June 30,
2001. Related party receivables consist of trade accounts
receivable owed to the Company by directors and employees. All
related party receivables are current as of June 30,  2002.
Inventory decreased by $82,049, or 11.9%, to $607,512 from
$689,561 at June 30, 2001. Prepaid expenses remained virtually
constant. Gross fixed assets increased by $161,747, or 3.93%, to
$4,274,276 from $4,112,529 at June 30, 2001 and the Company
recorded $173,886 in depreciation expense and related
accumulated depreciation during the fiscal year ended June 30,
2002.

Total liabilities decreased by $97,867, or 4.72%, to $1,976,846
at June 30, 2002 from $2,074,713 at  June 30, 2001.  The
decrease resulted primarily from the reduction in the balance on
the Company's mortgage note and in outstanding accounts payable.
Accounts payable decreased by $23,321, or 3.69%, to $608,511
from $631,832 at June 30, 2001.  Loans, notes and capital leases
payable decreased $74,827, or 5.79%, to a total of $1,217,506
from $1,292,333 at June 30, 2001.  Accrued expenses remained
virtually unchanged from the prior fiscal year end at $150,829
from $150,548 at June 30, 2001.

Revenues decreased for the fiscal year ended June 30, 2002 by
$764,173, or 6.29%, to $11,394,422 from $12,158,595 for the
prior fiscal year. Management believes the overall decrease in
revenues continues  to be attributable to the depressed economic
conditions in Deming and Luna County generally.  Net  income
increased by $328,092, or 115.07%, to net income of $116,511 for
the fiscal year ended June 30, 2002 from a net loss of $211,581
for the fiscal year ended June 30, 2001. During the fiscal year
ended June 30, 2001, the Company recognized a loss from its
discontinued hardware segment, and recognized  no such loss for
the fiscal year ended June 30, 2002. This, and a gain recognized
on the sale of a parcel of land, are the primary reasons for the
change from net loss to net income when compared to the fiscal
year ended June 30, 2001.

The Company continues to feel the effects of operating in a
depressed economic situation in Luna County, New Mexico. Luna
has the highest unemployment rate of any county in the state,
currently about 29%. Of the 3,140 counties in the United States,
Luna is one of the 10 counties with the highest unemployment
rate.  In  February, 1999, the federal government announced the
establishment of the Deming/Luna County Enterprise Community.
Only the most economically depressed communities in the  nation
at that time were given either an Empowerment Zone or Enterprise
Community designation. At the time Deming/Luna County was
designated an Enterprise Community, an estimated 41% of the
adult population of the area did not have a high school diploma,
an estimated 35% of the adult population were unable to read and
write in English, the poverty rate (as established by federal
guidelines) was  34.9% for Luna County, and the unemployment
rate was 34%.

Although the designation of Deming/Luna County as an Enterprise
Community means the area is eligible  for federal grants, and
some grants have been made, the management of Farmers does not
believe that there has been any substantial improvement in the
overall economic condition of the area in the past three years.
The U. S. Census Bureau, in its State and County Quick Facts
database, estimated the  poverty rate for Luna County at 29.8%
for the 2000 census. In 2001, according to the Enterprise
Community staff, the poverty rate in Luna County still stood at
31%. To the best of the knowledge of management, these
conditions are likely to continue for the near term.

In the fiscal year ended June 30, 2002, the Company enjoyed
modest success in reducing expenses and returning to
profitability in its continuing operations. The Company
continues to explore alternatives in long-term financing. In the
absence of such alternative financing, unless the Company's
profitability continues to improve substantially, the Company
will be forced to evaluate other alternatives, such as court-
supervised arrangements with its creditors, or bankruptcy.  In
the  meantime, the Company believes that its short-term cash
requirements will be met with funds generated  from daily
operations.

When the Accounting & Consulting Group, LLP, independent
auditors for Mimbres Valley Farmers Ass'n. issued its Auditors
Report under date of August 7, 2002, they stated:  "[U]nder
existing circumstances, there is substantial doubt about the
ability of the Company to continue as a going concern at June
30, 2002."


MORGAN STANLEY: Fitch Affirms Low-B & Junk Ratings on 7 Classes
---------------------------------------------------------------
Morgan Stanley Capital I Inc.'s mortgage pass-through
certificates, series 1999-Life 1, $57 million class A-1, $399
million class A-2, $576.3 million interest only class X are
affirmed at 'AAA' by Fitch Ratings. In addition, Fitch affirms
the $20.8 million class B at 'AA', $23.8 million class C at 'A',
$8.9 million class D at 'A-', $13.4 million class E at 'BBB',
$7.4 million class F and $1.5 million class G at 'BBB-', $10.4
million class H at 'BB+', $7.4 million class J at 'BB', $4.5
million class K at 'BB-', $5.9 million class L at 'B+', $4.5
million class M at 'B', $5.3 million class N at 'B-' and $2.1
million class O at 'CCC'. Fitch does not rate class P. The
rating affirmations follow Fitch's review of the transaction,
which closed in August 1999.

The certificates are collateralized by 97 fixed-rate loans
secured by 126 multifamily and commercial loans. As of the
October 2002 distribution date, the pool's collateral balance
had declined by 3% to $576.3 million from $594 million at
closing. Currently, one loan (1.8%) is delinquent and in special
servicing. This loan was placed in special servicing as a result
of a major tenant filing involuntary bankruptcy. A trial will be
held in January to determine if the borrower, who owns 75% of
the bankrupt tenant, will have his assets consolidated with
those of the tenant. Additionally, an offer to purchase one of
the buildings has been made. Fitch will continue to monitor this
loan.

Wells Fargo Bank, the master servicer, collected 2001 financials
for all loans. Based on the information provided, the 2001
weighted average debt service coverage ratio was 1.76 times,
compared to an underwritten WA DSCR of 1.47x. Two loans (4.5% of
the collateral balance) had a DSCR below 1.0x.

Fitch reviewed the performance of the shadow-rated Edens & Avant
loan participation (14.4% of the pool) and it's underlying
collateral. The loan is secured by 21 retail properties,
anchored mostly by grocery and drug stores. Based on the latest
available information, the Edens & Avant loan had a DSCR of
1.44x in 2001, compared to 1.35x at underwriting.

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


MORTON HOLDINGS: Wants Nod to Obtain Up to $2.5MM DIP Facility
--------------------------------------------------------------
Morton Holdings, LLC, and its debtor-affiliates seek Court
authority to obtain interim use of cash collateral as well as
final and interim use of DIP Credit Facility of up to
$2,500,000, including a $250,000 letter of credit facility from
General Electric Capital Corporation.

The Debtors report to the U.S. Bankruptcy Court for the District
of Delaware that the Pre-Petition Lender provided the Debtors
with a revolving credit facility of approximately $10,800,000,
and is currently outstanding and an outstanding facility of
approximately $20,904,000 Term Loan facility.

The Debtors assure the Court that the Prepetition Lender's
credit facilities are cross-collateralized and are secured by
first-priority mortgages, personal property security interests
and other liens on substantially all of the Debtors' assets.

Without immediate access to additional financing, the Debtors
will be unable to pay their employees or purchase critical
inventory.  This would likely cause the Debtors to cease
operations, thereby irreparably and severely damaging the value
of their assets and causing the loss of numerous jobs.
Moreover, the Debtors have filed motions seeking relief in
connection with a proposed going concern sale of the Debtors'
business.  Without financing, a going concern sale will not be
feasible.

Based upon their diligent and substantial efforts to obtain
alternative financing to date, the Debtors believe that Final
DIP Credit Facility is the best financing available.  The
Debtors have concluded that the terms now offered by the DIP
Lender for the DIP Credit Facility are superior to the terms
that could be obtained from another lender, if financing from
another lender could even be obtained, especially considering
the time exigencies faced by the Debtors.

Moreover, the Debtors are unable to obtain unsecured credit
allowable as an administrative expense under the Bankruptcy Code
in an amount sufficient to maintain ongoing operations.  The
Debtors believe that without the requested financing, they would
not be able to maximize the value of their assets and
distributions to creditors.

The Fees connected to the DIP Credit Agreement are:

    (1) Commitment Fee of 1.5% due and payable upon the
        Debtors' acceptance of the DIP Lender's commitment
        letter;

    (2) Closing Fee of 2.5%, 1% due upon the Debtors' acceptance
        of the DIP Lender's commitment letter, and 1.5% at the
        closing date;

    (3) Letter of Credit Fee of the PostPetititon Lender's
        Prime Rate plus 1.5% (annually) due monthly on the
        undrawn amounts of all outstanding letters of credit; and

    (4) Monthly Collateral Monitoring Fee of $2,500.

The Credit Agreement shall mature at the earlier of:

    (a) August 1, 2003;

    (b) the date the Post-Petition Obligations are accelerated
        because of an unwaived Event of Default; and

    (c) the date on which substantially all of the Debtors'
        assets are sold.

Morton Holdings, LLC and its debtor-affiliates are in the
contract manufacturing business, specifically in connection with
highly-engineered plastic components and sub-assemblies for
industrial, agricultural and recreational vehicle original
equipment manufacturers.  The Company filed for chapter 11
protection on November 1, 2002.  Jeremy W. Ryan, Esq., and
Norman L. Pernick, Esq., at Saul Ewing LLP represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed estimated debts and
assets of over $10 million each.


NEXELL THERAPEUTICS: Five Directors Resign from Board
-----------------------------------------------------
Nexell Therapeutics Inc., (OTCBB:NEXL) announced that its board
members Richard L. Dunning, William A. Albright, Jr., Daniel
Levitt, Richard Casey and C. Richard Piazza have resigned. The
Company's sole remaining director is Victor W. Schmitt, an
employee of Baxter Healthcare Corporation. Also, Mr. Albright
has resigned as President, Chief Executive Officer, Chief
Financial Officer and Treasurer and Wayne A. Tyo has resigned as
Secretary, though both have remained as employees.  Mr. Schmitt
has been appointed to such offices. The resignations have
occurred now that the board, as previously announced on October
17, 2002, adopted a plan to liquidate and dissolve the Company.

Also, as previously announced, the Company and Baxter entered
into an agreement pursuant to which: (i) Baxter and certain of
its affiliates agreed to acquire from the Company's holders of
Series B Preferred Stock such preferred stock, (ii) Baxter and
its affiliates would accelerate the pre-existing put of their
stock to Baxter International Inc., (iii) Baxter and its
affiliates would convert a portion of such stock sufficient to
give them ownership of a majority of the outstanding shares of
common stock, and (iv) Baxter and its affiliates would then, as
majority holders of common stock, approve the plan of
liquidation and dissolution by written consent. Baxter and its
affiliates have now acquired all of the Series B Preferred Stock
from four institutional investors and their affiliates, put the
stock to Baxter International Inc. and, on November 1, 2002,
converted a portion of such stock to common stock. Accordingly,
Baxter and its affiliates currently own 18,177,631 shares of
common stock of the Company, representing 51% of the 35,618,140
shares of common stock outstanding.

The foregoing transactions could be deemed to effect a change in
control of the Company.

Located in Irvine, California, Nexell Therapeutics Inc. is a
biotechnology company that was focused on the modification or
enhancement of human immune function and blood cell formation
utilizing adult hematopoietic (blood-forming) stem cells and
other specially prepared cell populations. Nexell was developing
proprietary cell-based therapies that address major unmet
medical needs, including treatments for genetic blood disorders,
autoimmune diseases, and cancer. The Company is currently in the
process of winding down operations and on October 16, 2002 the
Board or Directors adopted a Plan of Complete Liquidation and
Dissolution.


NORTEL NETWORKS: Moody's Drops Senior Ratings over Low Liquidity
----------------------------------------------------------------
Moody's Investors Service lowered the senior secured and senior
implied ratings on the securities of Nortel Networks Corp., and
its subsidiaries to B3 and Caa3 from Ba3 and B3 respectively.

Outlook is negative.

The rating action reflects the lack of Nortel's financial
flexibility and the decline of its revenue base. The downgrade
also takes into account the company's planned lapse of its $1.5
billion in credit facilities due on December. However the rating
action is offset by its substantial cash, modest near-term debt
maturities, and the progress the company has made in
streamlining its expenses.

Further downgrades may occur if cash whittles down to $1
billion.

Nortel Networks Limited, a global leader in networking and
communications solutions and infrastructure for service
providers and corporations, is headquartered in Brampton,
Ontario.

Nortel Networks Corp.'s 7.40% bonds due 2006 (NT06CAR2) are
trading at 37 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NT06CAR2for
real-time bond pricing.


OGLEBAY NORTON: Names Michael Minkel as VP for Sales & Marketing
----------------------------------------------------------------
Oglebay Norton Company (Nasdaq: OGLE) appointed Michael J.
Minkel to the newly created position of vice president - sales
and marketing.  Additionally, he was elected an officer of the
company.  Minkel will be responsible for the company-wide
strategy, planning, execution and administration of all sales
and marketing activities. Minkel has been actively managing the
sales and marketing efforts for all the company's operating
units since December of 2001.

Minkel joined Oglebay Norton in 2000 as vice president - sales
and marketing for the Specialty Minerals mica business.  A
Certified Professional Geologist, Minkel has worked in the coal,
oil & gas, and minerals industry, and with several exploration
software firms.  He also owned and operated his own geological
computer-consulting firm for several years.

Oglebay Norton Company President and Chief Operating Officer
Michael D. Lundin said, "Michael brings outstanding experience
and proven achievement to this position.  He has demonstrated
strategic leadership particularly in assessing business
opportunities through market research.  Michael will be a valued
complement to our senior management team."

Concurrent with his appointment, Minkel announced a
reorganization of the Oglebay Norton sales team.

As part of the reorganization, the following individuals, who
all have been employed at the operating subsidiary level, will
become Oglebay Norton Company employees reporting directly to
Minkel and will have the general responsibilities listed:

Hunter Allen, Director of Sales - National Accounts & Logistics
--  Responsible for national account development and Industrial
Sands - Ohio

Dave Caldwell, Director of Sales - Eastern US Lime Group --
Responsible for the Eastern US Global Stone - Lime Group

Chris Cummins, Director of Sales - Western US Group --
Responsible for the Western US Industrial Sands Group and Global
Stone - St. Clair

Bill Sevy, Director of Sales - Industrial Mineral Fillers Group
-- Responsible for the Global Stone - Fillers Group and
Performance Minerals Mica Group

Global Stone's Lawn & Garden sales efforts under the direction
of Kevin Mann will continue to report to Minkel, as will David
Rowden and Jerry Siekierski both of Michigan Limestone, who have
been instrumental in driving Oglebay Norton's Great Lakes
strategy.

"This reorganization is intended to cross-link sales strengths
between our formerly distinct operating subsidiaries in order to
best capitalize on market opportunities," Minkel said.  "In
addition to their daily sales management responsibilities, these
new directors of sales will further assist me in crafting key
strategic sales initiatives for the company.

"This is an especially exciting time for Oglebay Norton Company
as we now have the infrastructure in place within the sales
group to truly drive our 'One Company, One Vision' strategy,"
Minkel concluded.

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

                           *    *    *

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

The outlook is negative.

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


OUTSOURCING SOLUTIONS: S&P Drops Ratings D After Missed Payment
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its senior
subordinated note rating on St. Louis, Missouri-based
Outsourcing Solutions Inc., to 'D' from single-'C'.

Concurrently, OSI's long-term counterparty credit rating was
lowered to 'D' from double-'C'. The ratings were removed from
CreditWatch, where they were placed on March 22, 2002.

"The ratings actions follow OSI's failure to make its Nov. 1,
2002 interest payment on its $100 million 11% senior
subordinated notes," said credit analyst Steven Picarillo.


OWENS CORNING: HOMExperts Business Acquires Home Finishes LLC
-------------------------------------------------------------
Owens Corning announced that its HOMExperts(TM) Home Repair and
Improvements business is expanding its service to Los Angeles,
San Francisco and Sacramento with is recent acquisition of the
assets of California-based Home Finishes, LLC.

Founded in 1991, Home Finishes LLC, built a business around
providing skilled construction labor to the home improvement and
building industries. It is among the largest labor providers in
the Western United States, providing pre and post-close escrow
services and on-demand services through contract and work order
related opportunities.  The company's services were sold
directly to homebuilders, home improvement companies, real
estate companies and homeowners.

"The acquisition of Home Finishes will help us grow our
HOMExperts customer base on the west coast," said Chuck Stein,
vice president and general manager, HOMExperts, Owens Corning.
"This venture also allows us to expand and offer Home Finishes
services to builder clients in the existing HOMExperts markets."

Homeowners in the Los Angeles, San Francisco and Sacramento
areas will now have access to a nationally backed home repair
and improvement service that offers a number of options
including remodeling projects and builder warranty work.

These three cities add to the list of growing markets that
feature HOMExperts services.  Currently, HOMExperts services are
available to homeowners in Boston, Minneapolis/St. Paul,
Chicago, Indianapolis, Denver, Atlanta, and Washington, D.C.

"We now have a broader range of services to offer the consumer,
new construction and insurance markets that are backed by the
reputation and of Owens Corning," said Mr. Stein.

Home Finishes, LLC's Denver operations will be incorporated into
the existing Owens Corning HOMExperts business in that region,
further expanding its customer base and resources.

The Home Finishes business will be integrated into the
HOMExperts Home Repair and Improvements business and has begun
to transition to doing business under the HOMExperts tradename.
HOMExperts will maintain the Home Finishes Web site located at
http://www.homefinishes.com/

Terms of the deal were not disclosed.

Owens Corning's HOMExperts Home Repair and Improvement business
is dedicated to providing reliable, high-quality home repair and
improvement services for homeowners. Experienced and insured,
HOMExperts professionals provide free estimates, begin work when
scheduled and complete the job to 100 percent customer
satisfaction.

Homeowners interested in HOMExperts Home Repair and Improvement
services can call 1-800-663-8500 or visit the Web site at
http://www.HOMExperts.comto schedule an appointment or find
more information on a broad range of services offered by
HOMExperts Home Repair and Improvements.

Owens Corning is a world leader in building materials systems
and composites systems.  Founded in 1938, the company had sales
of $4.8 billion in 2001 and employs approximately 19,000 people
worldwide.  Additional information is available on Owens
Corning's Web site at http://www.owenscorning.comor by calling
the company's toll-free General Information line: 1-800-GETPINK.

Owens Corning's 7.70% bonds due 2008 (OWC08USR1), DebtTraders
reports, are trading at 30 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=OWC08USR1for
real-time bond pricing.


PACIFIC NORTHERN: S&P Withdraws BB- Rating on Company's Request
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its double-'B'-minus
long-term corporate credit and senior secured debt ratings on
Vancouver, British Columbia-based Pacific Northern Gas Ltd., a
gas distribution utility.

At the same time, Standard & Poor's withdrew its 'P-5(Low)'
Canadian national scale and single-'B'-minus global scale
preferred stock ratings on the company. The ratings were
withdrawn at the request of Pacific Northern Gas. The previous
ratings had been placed on CreditWatch with positive
implications following the acquisition of parent company,
Westcoast Energy Inc., by Duke Energy Corp.


POLAROID CORP: Wants to Expand Engagement of KPMG as Accountants
----------------------------------------------------------------
On November 5, 2001, the Court authorized Polaroid Corporation's
employment of KPMG LLP as accountants and auditors.  Now, the
Debtors wish to expand KPMG's services to include tax compliance
services.

Kevin Pond, President and Secretary of Primary PDC, Inc.
formerly known as Polaroid Corporation, relates that the Debtors
previously selected KPMG as their accounting and financial
advisors because of the firm's diverse experience and extensive
knowledge in the fields of accounting, taxation and bankruptcy.
In addition, KPMG has considerable experience in collecting,
analyzing and presenting accounting, financial and other
information in relation to the Chapter 11 case.

In exchange for the additional services KPMG will provide, KPMG
will charge the Debtors with a flat fee equal to $38,000.  KPMG
also intends to ask the Court for reimbursement of expenses
incurred in the performance of the retained services.

Mr. Pond assures the Court that KPMG is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code
and modified by Section 1107(b).  KPMG does not hold or
represent an interest adverse to the estate that would impair
KPMG's ability to objectively perform professional services for
the Debtors in accordance with Section 327 of the Bankruptcy
Code. (Polaroid Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

Polaroid Corporation's 11.50% bonds due 2006 (PRDC06USR1),
DebtTraders says, are trading 4.25 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=PRDC06USR1
for real-time bond pricing.


RFS ECUSTA: Wants to Hire Dechert as Bankruptcy Co-Counsel
----------------------------------------------------------
RFS Ecusta, Inc., and RFS US Inc., asks for authority from the
U.S. Bankruptcy Court for the District of Delaware to tap
Dechert as their general corporate, bankruptcy and restructuring
attorneys in connection to these chapter 11 cases.

The Debtors have selected Dechert as co-counsel with The Bayard
Firm in these cases because of Dechert's considerable experience
in bankruptcy, tax, real estate, employment, environmental,
restructuring, litigation, mergers and acquisitions, and general
corporate matters.

The Debtors anticipate Dechert will:

      a) provide legal advice with respect to the Debtors' powers
         and duties as debtors-in-possession in the continued
         operation of their business and management of their
         properties;

      b) take necessary action to protect and preserve the
         Debtors' estates, including the prosecution of actions
         on behalf of the Debtors, the defense of any action
         commenced against the Debtors, negotiations concerning
         all litigation in which the Debtors are involved, and
         objecting to claims filed against the Debtors' estates;

      c) prepare on the Debtors' behalf all necessary
         applications, motions, responses, objections, orders,
         reports, and other legal papers;

      d) negotiate and draft any agreements for the sale or
         purchase of assets of the Debtors, if appropriate;

      e) negotiate and draft a plan of reorganization, consensual
         or otherwise, and all related documents, including the
         disclosure statements and ballots for voting;

      f) take the steps necessary to confirm and implement the
         Plan, including modifications and negotiating financing
         for the Plan; and

      g) render such other legal services for the Debtors as may
         be necessary and appropriate in these proceedings.

Dechert's current hourly rates are:

           Partners       $375 to $650 per hour
           Counsel        $350 to $580 per hour
           Associates     $190 to $450 per hour
           Paralegals     $100 to $155 per hour

RFS Ecusta Inc., and RFS US Inc., were leading manufacturers of
high quality premium paper products for the tobacco and
specialty and printing paper products.  The Company filed for
chapter 11 protection on October 23, 2002.  Christopher A. Ward,
Esq., at The Bayard Firm and Joel H. Levitin, Esq., at Dechert
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from its creditors, they listed
estimated debts and assets of more than $10 million each.


SIERRA PACIFIC: Completes $100MM Term Loan Financing Transaction
----------------------------------------------------------------
Sierra Pacific Power Company has successfully completed a $100
million term loan financing transaction. Proceeds from the
financing, along with cash on hand, will be used to pay off $150
million in maturing bank debt.

In addition, the company announced that it has entered into an
accounts receivables purchase facility of up to $75 million as a
back-up liquidity facility.

"We are very pleased with the progress we have made in improving
our balance sheet and overall financial strength," said Walt
Higgins, chairman, president and chief executive officer of
Sierra Pacific Resources (NYSE: SRP), parent company of Sierra
Pacific Power.  "This helps assure that we will continue to
provide our customers with reliable service."

The $100 million, 3-year term loan borrowing will be secured by
a general and refunding mortgage bond, Series C, issued under
the company's General and Refunding Mortgage Indenture.

Sierra Pacific Power is a regulated public utility that provides
electricity to most of northern Nevada, including the cities of
Reno and Sparks, and the Lake Tahoe area of California.  The
company also provides natural gas service to the Reno-Sparks
area. Sierra Pacific serves approximately 326,000 electric
customers and 120,000 natural gas customers in a 50,000 square
mile region.

As reported in Troubled Company Reporter's October 14, 2002
edition, Standard & Poor's Ratings Services reaffirmed its
single-'B'-plus corporate credit ratings on Sierra Pacific
Resources and its utility subsidiaries Nevada Power Co., and
Sierra Pacific Power Co.  Standard & Poor's also affirmed the
double-'B' ratings on the senior secured debt at the two
utilities. All ratings remain on CreditWatch with negative
implications.


SLI INC: Committee Taps Pepper Hamilton as Bankruptcy Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of SLI, Inc., and
its debtor-affiliates, seeks permission from the U.S. Bankruptcy
Court for the District of Delaware to employ Pepper Hamilton LLP
as attorneys, nunc pro tunc to September 23, 2002.

The Committee tells the Court that Pepper Hamilton will:

      a) advise the Committee with respect to its rights, duties
         and powers in these Cases;

      b) assist and advise the Committee in its consultation with
         the Debtors relating to the administration of these
         Cases;

      c) assist the Committee in analyzing the claims of the
         Debtors creditors and the Debtors' capital structure and
         in negotiating with the holders of claims and, if
         appropriate, equity interests;

      d) assist the Committee's investigation of the acts,
         conduct, assets, liabilities and financial condition of
         the Debtors and other parties involved with the Debtors,
         and of the operation of the Debtors' businesses;

      e) assist the Committee in analyzing intercompany
         transactions and issues relating to the Debtors' non-
         debtor affiliates;

      f) assist the Committee in its analysis of and of
         negotiations with the Debtors or any other third party
         concerning matters related to the assumption or
         rejection of certain leases of nonresidential real
         property and executory contracts, asset dispositions,
         financing of other transactions and the terms of a plan
         of reorganization for the Debtors;

      g) assist and advise the Committee as to its
         communications, if any, to the general creditor body
         regarding significant matters in these Cases;

      h) represent the Committee at all hearings and other
         proceedings;

      i) review and analyze all applications, orders, statements
         of operations and schedules filed with the Court and
         advise the Committee as to their propriety;

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

      k) perform such other services as may be required and are
         deemed to be in the interests of the Committee in
         accordance with the Committee's powers and duties as set
         forth in the Bankruptcy Code.

The Committee understands that the Firm represents Fleet
National Bank and certain of the other members of the
prepetition and postpetition bank groups, in matters unrelated
to these cases.  The Firm assures the Court that it will not
represent the Committee in connection with any complaint that
may be filed against the Bank Groups in these cases.  Should it
become necessary for the Committee to file a complaint against
either of both of the Bank Groups, it will file an application
to retain special counsel for that purpose.

Robert S. Hertzberg, Esq., and David M. Fournier, Esq., are the
partners at the Firm who are presently expected to do the
primary work on these cases.  The current hourly rates charged
by the Firm for professionals and paraprofessionals employed in
its offices are:

           Partners                        $375 - $415
           Special Counsel and Counsel     $250 - 300
           Associates                      $150 - $245
           Paraprofessionals               $ 60 - $135

SLI, Inc., and its affiliates operate in multi-business segments
as a vertically integrated manufacturer and supplier of lighting
systems, which includes lamps, fixtures and ballasts. The
Company filed for chapter 11 protection on September 9, 2002 in
the U.S. Bankruptcy Court for the District of Delaware. Gregg M.
Galardi, Esq., at Skadden, Arps, Slate, Meagher represents the
Debtors in their restructuring efforts. When the Company filed
for protection from its creditors, it listed $830,684,000 in
total assets and $721,199,000 in total debts.


US AIRWAYS: October Revenue Passenger Miles Slides-Up 5.9%
----------------------------------------------------------
US Airways reported that revenue passenger miles for October
2002 increased 5.9 percent compared to October 2001, while
available seat miles for the month were down 2.4 percent
compared to the same period last year.  The passenger load
factor for October 2002 was 66.9 percent, a 5.2 percentage-point
increase compared to October 2001.

The terrorist attacks of September 11, 2001, which included the
three-day shutdown of the air traffic system in September, and
reduced capacity in the Northeast U.S. during October, have
affected the year-over-year comparisons.

Year-to-date, US Airways' revenue passenger miles decreased 14.1
percent compared to the first ten months of 2001, while
available seat miles decreased 16.1 percent.  The year-to-date
passenger load factor was 71.4 percent, an increase of 1.7
percentage points compared to the same period in 2001.

The three wholly owned subsidiaries of US Airways Group, Inc. --
Allegheny Airlines, Inc., Piedmont Airlines, Inc., and PSA, Inc.
-- reported that revenue passenger miles for October 2002
increased 31.1 percent compared to October 2001, while available
seat miles increased 19.2 percent.  The passenger load factor
for the month was 55.1 percent, an increase of 5.0 percentage
points compared to the same period in 2001.

Year-to-date revenue passenger miles for the three wholly-owned
US Airways Express carriers increased 9.2 percent compared to
the ten months of 2001, while available seat miles increased
12.9 percent.  The year-to-date passenger load factor was 53.0
percent, a decrease of 1.8 percentage points compared to the
same period in 2001.

Operationally, US Airways ended the month by completing 99.5
percent of its scheduled flights.

System mainline passenger unit revenue for October 2002 is
expected to increase between 7.5 percent and 8.5 percent
compared to October 2001, which is a decrease of between 18.5
percent and 19.5 percent compared to October 2000.

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


VICWEST CORP: Allen Capsuto Appointed as New Chief Fin'l Officer
----------------------------------------------------------------
Vicwest Corporation announced that Allen Capsuto will be joining
Vicwest as Executive Vice-President and Chief Financial Officer.
Mr. Capsuto has held similar positions at Purolator Courier,
Ltd., Outsourcing Solutions, Inc., and International Medical,
Inc., and was President and Chief Executive Officer of Equip MD.

R. Charles Blackmon Jr., has resigned from his position as Chief
Financial Officer and Executive Vice President of Vicwest
effective November 4, 2002. It is expected that Mr. Blackmon
will assume the title of Vice-President and continue to assist
Vicwest in its efforts to provide an overall solution to its
previously announced defaults under its senior credit facilities
and the trust indenture governing its subordinated notes. In
that regard, Vicwest continues to be in constructive discussions
with its senior lenders and noteholders.

Mr. Bruce Zorich, President and Chief Executive Officer of
Vicwest, comments, "All of us want to thank Charles for his many
dedicated years in the role of Chief Financial Officer of
Vicwest. We are looking forward to working with Allen who brings
a focus on cost control and adding value to the business."

The subordinated notes of Vicwest are listed on the TSX Venture
Exchange under the symbol MGT.DB.

                            *   *   *

As previously reported in the Troubled Company Reporter, Vicwest
Corporation announced that the lenders under its senior credit
facilities have agreed to waive certain previously announced
events of default thereunder and compliance with certain terms
of the agreement governing the credit facilities, subject to
certain conditions, which waiver expires on November 15, 2002.

Vicwest has also received undertakings from holders of
approximately 65% of the outstanding principal amount of its
subordinated notes not to support any exercise of remedies prior
to November 15, 2002 relating to an event of default concerning
the notes.


WASHINGTON CASUALTY: S&P Hatchets Counterparty Rating to Bpi
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty
credit and financial strength ratings on Washington Casualty
Co., to single-'Bpi' from triple-'Bpi' because of the company's
deteriorating surplus position, which was caused by substantial
underwriting losses.

Washington Casualty primarily writes medical malpractice
insurance in Washington, with some additional business in Idaho,
Oregon, and Montana. With $5.8 million in surplus as of June 30,
2002, the company is a very small insurer. The company commenced
operations in 1977.


WHEELING-PITTSBURGH: Wants Court Approval to Amend DIP Facility
---------------------------------------------------------------
Debtor Pittsburgh-Canfield Corporation and its affiliated
debtors seek the Court's authority to execute and perform under
an Amended DIP Credit Agreement and pay certain fees to lenders.

The Debtors are represented by Michael E. Wiles, Esq., and
Richard F. Hahn, Esq., at Debevoise & Plimpton, in New York, and
James M. Lawniczak, Esq., and Scott N. Opincar, Esq., at Calfee,
Halter & Griswold LLP, in Cleveland, Ohio.

Debtor Wheeling-Pittsburgh Corporation is a Delaware holding
company that conducts no separate business of its own.  WPC's
principal operating subsidiary is Wheeling-Pittsburgh Steel
Corporation, a Delaware corporation whose headquarters are
located in Wheeling, West Virginia.  Each of the remaining
debtors is a subsidiary of WPC and/or WPSC.

                           The DIP Facility

To recall, the Debtors sought and obtained the Court's authority
to obtain postpetition secured superpriority financing for
$210,000,000 pursuant to the terms of the Debtor-in-Possession
Credit Agreement, dated as of November 17, 2000, between the
Debtors, Citibank, N.A. as initial issuing  bank, Citicorp
U.S.A., Inc., as administrative agent, and the lenders named in
that Agreement.

The DIP Credit Facility consists of a $35,000,000 term loan
facility and a $175,000,000 revolving credit facility.  The term
loan and revolving loan are secured by first priority liens on
the Debtors' assets -- subject to valid liens existing on the
Petition Date -- and are entitled to superpriority
administrative status, subject to certain carve-outs for fees
payable to the United States Trustee and professionals.  Under
the terms of the DIP Credit Agreement, the commitments with
respect to both the revolving loans and term loans will
terminate, and the loans will be due and payable, on November
17, 2002.

At September 30, 2002, $34,862,986.84 was outstanding under the
term loan facility, and $136,116,164.00 in loans and
$2,820,150.00 in letters of credit were outstanding under the
revolving credit facility.

                     Need For Amendment to DIP Facility

In 1999, Congress enacted the Emergency Steel Loan Guarantee Act
in response to the crisis in the United States steel industry
precipitated by a record increase in foreign steel imports.
Recognizing that the crisis had deprived most steel companies of
access to adequate financing from conventional sources, the ESLA
established the Emergency Steel Loan Guarantee Board and charged
it with providing loan guarantees to qualified steel companies.

Since the commencement of these cases, the Debtors have explored
various avenues for the restructuring of their businesses and
their obligations to their creditors.  The Debtors believe that
these efforts will reach fruition during the next few months and
they hope to file a plan of reorganization with this Court.  The
Debtors anticipate that financing to be obtained through the
Emergency Steel Loan Guarantee Program will be an integral part
the reorganization plan.

In an effort to obtain the exit financing, on May 1, 2002, the
Debtors engaged RBC Dain Rauscher Inc. to act as arranger in
connection with a financing facility pursuant to the ESLA.
Since its engagement, RBC Dain has invested substantial time and
effort in preparing the application and supporting material for
submission to the ESLGB.  The Application was filed with the
ESLGB on September 24, 2002.

This financing will not be available to the Debtors before the
Termination Date.  In the interim, the Debtors require
uninterrupted access to the DIP Credit Facility to ensure that
they will have sufficient liquidity to sustain their ongoing
operations.

        Terms of the Amendment to the DIP Credit Agreement

After extensive negotiations, the Debtors, the Agent and the
Lenders have reached agreement on an extension of the DIP Credit
Facility and other modifications to the DIP Credit Agreement.
The Amendment evidences the terms of this agreement.  The key
provisions of the Amendment are:

(a) Commitment Reduction:

     The total Revolving Credit Commitments will be reduced
     from $175,000,000 to $160,000,000, and the Revolving
     Credit Commitments of each Lender will be ratably reduced.

(b) Termination Date:

     The Termination Date will be extended from November 17,
     2002 to May 17, 2003.

(c) Borrowing Base:

     The definition of "Borrowing Base" will be amended by
     deleting the figure "$175,000,000" and inserting in lieu
     the figure "125,000,000".

     The reduction in the Borrowing Base relates to the
     sublimit for eligible inventory used in calculating
     the Borrowing Base.  Because it is not expected that
     the Debtors' eligible inventory will at any time
     exceed $125,000,000, this revision should have little
     practical impact on the Debtors and is described as
     "primarily a ministerial modification".

(d) Applicable Margin, Applicable Percentage and
     Performance Level:

     The definitions of "Applicable Margin", "Applicable
     Percentage" and "Performance Level" will be amended by
     deleting the term "Excess Availability" and inserting
     in its place the term "Performance Criteria".
     "Performance Criteria" will be defined, as of any date
     of determination, as the excess of: (i) the Excess
     Collateral over (ii) $15,000,000.

(e) Excess Borrowing Base and Excess Collateral:

     The covenant in the DIP Credit Agreement on this will
     be replaced by a covenant titled "Excess Borrowing Base"
     requiring the Debtors to maintain at all times Excess
     Collateral of not less than $15,000,000.  "Excess
     Collateral" will be defined, as of any date of
     determination, as the excess of:

        (i) the Borrowing Base, over

       (ii) the sum of the outstanding Revolving Credit
            Loans, Swing Loans and Letter of Credit
            Obligations on the date of determination.

(f) Availability Reserves:

     For each sale of Term Priority Collateral made on or
     after October 1, 2001, the Availability Reserves will
     be increased by an amount equal to 50% of the portion
     of the net proceeds of such sale that is used to prepay
     the Revolving Credit Facility (equal to 50% of
     six-sevenths of the sale proceeds) for the initial
     $14,000,000 in sales of Term Priority Collateral made
     on or after that date.

(g) Letters of Credit:

     The DIP Credit Agreement will be amended and restated
     in its entirety to provide the expiration date of any
     Letter of Credit be more than one year after the date
     of issuance; provided, however, that any such Letter
     of Credit may also be on these terms: the Letter of
     Credit will have an initial one-year term, which will
     be automatically extended for successive one-year
     terms (but in the case of any Letter of Credit whose
     expiration date falls on or after the date that is
     three days prior to the Termination Date, at the
     Agent's request on or after the date that is three
     days prior to the Termination Date, the Borrowers
     will have delivered to the Agent for deposit into the
     L/C Cash Collateral Account an amount equal to 105%
     of the stated amount of the Letter of Credit);
     provided further, however, that the Letter of Credit
     will not be automatically extended if either:

      (1) the beneficiary of the Letter of Credit is sent
          a notice that an Event of Default will have
          occurred and be continuing at any time prior to
          the date that is 30 days prior to the date of
          the extension, or

      (2) any Borrower requests in writing no later than
          40 days prior to the date of the extension that
          the term of the Letter of Credit will not be
          extended; provided further, that no new Letters
          of Credit will be issued after the date that is
          seven days prior to the Termination Date;

(h) Affirmative Covenant:

     A new Section will be added to the DIP Credit Agreement
     providing that upon the occurrence of any of these
     events:

         (i) the Debtors will fail to file a plan of
             reorganization on or before December 20, 2002;

        (ii) the Application Denial Date occurs prior to
             February 1, 2003;

       (iii) the ESLGB has not finally approved or denied the
             Application prior to February 1, 2003;

        (iv) the Debtors will fail to consummate a plan of
             reorganization on or before March 31, 2003
             following approval of the Application on terms
             generally acceptable to the Agent prior to
             February 1, 2003;

     then, the Debtors agree to cooperate fully with the
     Agent and the Lenders to implement a chapter 11 plan
     acceptable to the Agent and to act as directed by the
     Agent with respect to the administration of the
     Debtors' estates and to support any motion filed by the
     Agent in that connection.

(i) Events of Default:

     The DIP Credit Agreement on defaults will be amended as:

      -- Section 8.1(p)(ii)(b) will be amended in its entirety
         to read:

         "to effect any other action or actions adverse to
         the rights and remedies of the Agent or Lenders
         hereunder or their interest in the Collateral, or
         otherwise materially adverse to the Agent or
         Lenders".

      -- There will be a new Event of Default if the
         Bankruptcy Court enters an order granting relief
         that is adverse to the rights and remedies of the
         Agent or the Lenders under the DIP Credit Agreement
         or their interest in the Collateral or is otherwise
         materially adverse to the Agent or the Lenders.

(j) Amendments to the DIP Credit Agreement and Loan Documents:

     Section 10.1 will be amended by replacing each reference
     to "Majority Lenders" with "Super-Majority Lenders".
     "Super-Majority Lenders" will be defined as, at any time,
     Lenders holding 66-2/3% of the aggregate of the
     Commitments at the time.

(k) Amendment Fee:

     The Debtors will pay to the Agent for the benefit of
     each Lender based on the Lender's Commitments (as
     reduced by this Amendment) in the amount of:

         (i) 0.25% payable on the Amendment Effective Date,
             plus

        (ii) an additional 0.25% payable on the earlier to
             occur of:

             -- the Application Denial Date,

             -- the withdrawal by the Debtors of a plan of
                reorganization filed in these cases, and

             -- the failure of the Debtors to consummate a
                plan of reorganization on or before March
                31, 2003.

(l) Agent's Fees, Costs and Expenses:

     The Debtors will pay all fees, costs and expenses of
     the Agent in connection with the preparation,
     execution, delivery and administration of this
     Amendment in accordance with the terms of the DIP
     Credit Agreement.

Mr. Opincar explains that the Debtors have no choice but to
agree to these terms as they do not have continuing access to
the DIP Credit Facility, except on the terms set forth in the
Amendment.  The Debtors have also agreed that they will not,
without the prior written consent of the Agent and the Lenders:

(a) file any motion or application seeking to use the Lenders'
     cash collateral or the proceeds of any asset sale except to
     the extent permitted by the DIP Credit Facility,

(b) grant liens on any of the Debtors' assets except to the
     extent permitted by the DIP Credit Facility, or

(c) take any other action that is inconsistent with the Debtors'
     obligations under the terms of the DIP Credit Agreement.

The Debtors believe that the terms and conditions of the
Amendment are fair and reasonable.  Mr. Opincar notes that the
execution of the Amendment is a critical and positive step
towards the Debtors' completion of a successful reorganization.
(Wheeling-Pittsburgh Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


WICKES INC: Weak Liquidity Prompts S&P to Further Junk Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Wickes Inc., to triple-'C' from triple-'C'-plus. The
downgrade was based on the company's weak liquidity and Standard
& Poor's concern that Wickes will be challenged to improve
operations and liquidity significantly after it completes the
sale of its Wisconsin and Northern Michigan operations.

On October 30, 2002, Wickes announced it had signed a definitive
agreement for the sale of all its assets in these operations to
Lanoga Corp.'s United Building Centers division. Terms of the
sale were not disclosed by the company. These operations
comprised about 30% of Wickes' 2001 total sales and would
represent a significant divesture of the company's existing
operations.

Vernon Hills, Illinois-based Wickes has about $64 million of
rated debt. The outlook is negative.

"Although proceeds from the sale could help improve liquidity in
the short term, Wickes' ability to repay its $64 million of
subordinated notes in December 2003 could be reduced as a result
of a lower sales and earnings base," said Standard & Poor's
credit analyst Patrick Jeffrey.

"Wickes had about $5 million of availability under its revolving
credit facility (net of the $25 million minimum availability
requirement) as of June 29, 2002, and current debt maturities of
$10 million, in addition to the $64 million of senior
subordinated notes that mature in December 2003. The company has
faced a challenging operating environment as lumber price
declines have impacted sales and earnings. Although Wickes has
improved its cost structure in recent quarters, we believe the
company will need to obtain additional sources of liquidity to
meet its debt maturities through 2003."

Standard & Poor's also said that it believes Wickes will be
challenged to improve cash flow and liquidity over the next
year, and that a further decline in cash flow or liquidity could
result in a default.


WINSTAR COMMS: Lucent Seeks Dismissal of Ch. 7 Trustee's Claims
---------------------------------------------------------------
Lucent asks the Court to dismiss the claims of Winstar
Communications, Inc.'s Chapter 7 Trustee Christine Shubert.
According to Rebecca L. Booth, Esq., at Richards, Layton &
Finger PA, in Wilmington, Delaware, the Chapter 7 Trustee's
renewed complaint repeats many of the flaws of the previous
complaint and adds several new, legally deficient claims.

According to Ms. Booth, the Chapter 7 Trustee's claims for
damages of at least $300,000,000 are consequential damages that
are expressly barred by the terms of the Supply Agreement,
Second Credit Agreement and the Subcontract.

There can be no doubt, that the Chapter 7 Trustee is only
seeking consequential damages since the damages sought relates
to the demise of Winstar's entire business and not related to
Lucent's failure to perform a specific task sanctioned by any of
the contracts.

Ms. Booth believes that the Chapter 7 Trustee is not entitled to
any punitive damages because it is hinged on claims of breach of
contract.  Punitive damages are not permitted for breach of
contract except in extraordinary circumstances, which are not
present in the circumstances surrounding the adversary
proceeding between Winstar and Lucent.

To plead punitive damages for breach of contract, Ms. Booth
asserts that the Chapter 7 Trustee must establish that Lucent's
alleged conduct:

A. would be actionable as an independent tort;

B. was so egregious as to evince a high degree of moral
    turpitude and demonstrate wanton dishonesty as to imply a
    criminal indifference to civil obligations; and

C. was part of a pattern of similar conduct directed at the
    public generally.

Ms. Booth insists that Lucent's alleged breaches would not be
actionable as an independent tort.  The Chapter 7 Trustee does
not specify what independently tortious conduct by Lucent would
justify awarding punitive damages.

The Chapter 7 Trustee, Ms. Booth points out, attempts to meet
the legal requirement for punitive damages by alleging conduct
by Lucent that was somehow fraudulent and that Lucent
misrepresented to Winstar that it "would continue performance of
the . . . Agreements if Winstar procured alternative financing".

The Chapter 7 Trustee's allegation is legally inadequate and did
not provide any factual support for her allegations, Ms. Booth
says.

In the renewed adversary proceeding, the Chapter 7 Trustee seeks
the return of $195,000,000 that Winstar paid to Lucent in
December 2000 in partial satisfaction of its outstanding loan
balance.  The Chapter 7 Trustee believes that the payment was
preferential under the Bankruptcy Code.

But Ms. Booth tells the Court that this particular claim of the
Chapter 7 Trustee is without merit.

Section 547(b) of the Bankruptcy Code permits the Chapter 7
Trustee to set aside a transfer made up to one year before the
filing of the bankruptcy petition if the transfer was made to an
insider of the debtor.

Ms. Booth points out that the Chapter 7 Trustee failed to prove
that Lucent was an insider of Winstar.  Absent special
circumstances, a lender is not an insider of its borrower and
does not become an insider merely by exercising financial
control that is incidental to the creditor-debtor relationship.

The Chapter 7 Trustee, Ms. Booth continues, has not alleged
facts showing that Lucent exercised the requisite control over
Winstar to be deemed an insider.  The Chapter 7 Trustee only
alleges that Lucent controlled Winstar by virtue of its
purported "financial domination" of Winstar and because of its
alleged "leverage" as Winstar's "only significant source of
financing, and supplier of critical goods and services".

The Chapter 7 Trustee also alleges that Lucent breached the
Master Services Agreement by wrongfully terminating the
Agreement on the pretext that Winstar Wireless was insolvent.
In addition, the Chapter 7 Trustee contends that Lucent
terminated the Agreement to avoid paying for services it would
have been required to purchase.

In this proceeding, Lucent's motivation for terminating the
Agreement is irrelevant.  All that matters, Ms. Booth contends,
is that Lucent had the right to terminate the Agreement if
Winstar Wireless was insolvent and that Winstar Wireless was in
fact insolvent when Lucent exercised that right.

"The Agreement did explicitly permit Lucent to terminate it upon
the insolvency of Winstar Wireless and the Trustee does not
contend otherwise," Ms. Booth points out. (Winstar Bankruptcy
News, Issue No. 35; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


WORLDCOM INC: Look for Schedules and Statement by Jan. 31, 2002
---------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates sought and obtained a
second extension of the deadline to file their Schedules,
Statement of Financial Affairs, and Lists of Equity Holders,
until January 31, 2003, without prejudice to their right to
request a further extension, should it become necessary.

Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, in New
York, relates that the Debtors, with the assistance of their
professional advisors, continue to work diligently and
expeditiously on the preparation of the Schedules.

In response to the well-publicized allegations of fraud, Ms.
Goldstein points out that the Debtors have:

-- instituted continuous internal reviews and financial
    investigations, and

-- been cooperating fully with all federal and state law
    enforcement authorities in an effort to fully and accurately
    restate certain of their financial statements.

The Debtors will be unable to file their Schedules until the
completion of these financial restatements.  The Debtors contend
that ample cause is shown for the extension in view of the
amount of work involved in finalizing the Schedules, completing
the restatements, finalizing any remaining Schedules to be
filed, along with the competing demands upon the Debtors'
employees and professionals to assist in efforts to stabilize
the business operations during the initial postpetition period.

The Court also granted the Debtors permission to file under seal
the portions of their Schedules, affidavits, and certifications
that contain Confidential Information.  The Debtors, on a
confidential basis, will make this Confidential Information
available only to the statutory committee of unsecured creditors
and their professionals.

Ms. Goldstein tells the Court that the Debtors' business
contracts contain highly sensitive commercial information --
namely the Debtors' entire customer list.  The Debtors would be
at an enormous competitive disadvantage if their customer lists
were made public because their competitors are presently seeking
to contact their customers in an effort to obtain these
customers.  Furthermore, Ms. Goldstein relates that the Debtors'
technology contracts include agreements under which they obtain
from or provide to counterparties rights in specialized
software, patents, and other technology.  Not only is the
information contained in these contracts highly confidential, in
some instances, the very existence of an agreement between the
Debtors and the counterparties is confidential.  Intellectual
property is a significant source of competitive advantage in the
rapidly evolving telecommunications market, and the disclosure
of the counterparties to the Technology Contracts could have a
severe negative impact on the value of the Debtors' technology
assets and the Debtors' ability to maximize the value of those
assets.

The Debtors will also file under seal the portions of their
Schedules, certificates and affidavits of service, that identify
their current employees.

Since the Petition Date, Ms. Goldstein notes that competitors
have sought to lure away a substantial number of the Debtors'
current employees in an effort to gain a competitive advantage
or simply to harm the Debtors.  The Debtors' current employees
possess specialized skills to enable their success in the
telecommunications industry.  In addition, the success of the
Debtors' reorganization efforts is largely dependent on their
employees to continue to operate the business and to provide
high-quality service to their customers.  For these reasons, the
information identifying the current employees is as valuable and
as confidential as the Debtors' customer list.  Disclosure of
the names and addresses of the current employees in the
Schedules or in the Confidential Affidavits would only
facilitate the competitors' efforts to lure away the employees
and, therefore, would be extremely prejudicial to their ability
to remain competitive and to the reorganization effort.
(Worldcom Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


WORLDCOM: Implements Program to Restore Confidence in Company
-------------------------------------------------------------
WorldCom, Inc., (Nasdaq: WCOEQ) has taken a series of actions
designed to restore confidence in the company and rebuild its
integrity and business practices.

"Information received from both internal and external
investigations has raised issues and illuminated facts about the
company's internal controls, integrity, disclosures and
financial statements.   We take these reports very seriously
and, accordingly, the company has already taken forceful steps
to strengthen and stabilize its corporate governance, management
and internal controls.  WorldCom's management and Board are
determined to ensure that what happened here in the past cannot
recur," said John Sidgmore, WorldCom president and chief
executive officer.

Mr. Sidgmore said that the preliminary report from WorldCom's
court-appointed examiner, Richard Thornburgh, was filed with the
U.S. Bankruptcy Court Monday.

"We are working to create a new WorldCom," he said.  "We have
developed and implemented new systems, policies and procedures.
We have reorganized our finance and accounting functions and
have implemented, or are implementing, other organizational
changes intended to help correct the company's past problems,
pre-empt their reoccurrence and create a system that will permit
its newly-appointed independent auditors to complete their
review of the financial statements for the years 2000, 2001 and
2002."

Mr. Sidgmore continued, "In addition to my stepping in as CEO,
WorldCom has a new CFO, Chief Restructuring Officer, three
highly qualified new members of the Board of Directors and new
legal and financial advisors."

John Dubel, the company's new chief financial officer, added,
"We are in the process of hiring a new corporate controller, and
four line controllers to oversee revenue accounting, operational
accounting, financial accounting and financial controls and
procedures.

"The company is doubling its internal audit department staff and
broadening its focus to include financial accounting matters, as
well as operational matters.  WorldCom's internal audit
department has a new reporting relationship.  It now reports
directly to the Audit Committee of the company's Board," Mr.
Dubel said.

"We are creating two new operational CFO positions: one for the
company's Asia-Pacific business and one for our European
business, each with dotted line authority to the WorldCom, Inc.
CFO.  We have changed auditors, created a special investigative
committee of the Board and are working with both internal and
external groups to identify any additional problems of the past
and come up with solutions to those problems," he added.

Mr. Sidgmore said the company's newest Board members, which have
been previously announced, are serving on the special
investigative committee of the Board.  These Board members are:

    * Nicholas deB Katzenbach, former US Attorney General, Under
      Secretary of State and Senior VP and General Counsel of
      IBM;

   * Dennis Beresford, Professor of Accounting at the Terry
     College of Business at the University of Georgia and former
     Chairman of the Financial Accounting Standards Board; and

   * C.B. Rogers, Jr., Chairman and CEO of Equifax, Inc. and who
     has served on the Board of such companies as Sears, Roebuck
     & Co., Dean Witter and Briggs & Stratton Corp.

Mr. Sidgmore said that the Board and senior management have made
it clear that sanctions will be taken, as appropriate, against
any WorldCom employee not adhering to company policy.

"Nothing is more important to this company than its integrity.
Our Board will not allow that to be compromised in any way," he
said.

"This is a terrific company with outstanding employees and loyal
customers," Mr. Sidgmore said. "WorldCom is not the handful of
people you have read about in the newspaper.  It is 63,000 hard
working, dedicated people who are committed to their families,
their jobs and their customers.  I know I speak for every
WorldCom employee when I say I wish I could wave a magic wand
and make the events that put the company where it is today go
away. Unfortunately, I can't.  What the Board, senior management
and every employee of this company can and will do, however, is
take whatever action is necessary to ensure that the actions
which caused the company's past problems can not and will not
happen again."

WorldCom, Inc., (Nasdaq: WCOEQ, MCWEQ) is a pre-eminent global
communications provider for the digital generation, operating in
more than 65 countries.  With one of the most expansive, wholly-
owned IP networks in the world, WorldCom provides innovative
data and Internet services for businesses to communicate in
today's market.  In April 2002, WorldCom launched The
Neighborhood built by MCI -- the industry's first truly any-
distance, all- inclusive local and long-distance offering to
consumers. For more information, go to http://www.worldcom.com

DebtTraders reports that Worldcom Inc.'s 11.25% bonds due 2007
(WCOM07USR4) are trading at 18.375 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOM07USR4
for real-time bond pricing.


WORLDTEQ GROUP: Working Capital Deficit Tops $200MM at Sept. 30
---------------------------------------------------------------
WorldTeq Group International Inc., (OTC BB: WTEQ) a full-service
solutions provider of Affinity Services including Internet
Connectivity, Long Distance, Calling Cards, and Hosting
Services, announced its financial results for the Quarter ended
September 30, 2002.

                      Results Of Operations

Total sales for the nine months ended September 30, 2002 were
$3,581,769, for an increase of $965,775 or 27% over the same 9
months ended September 30, 2001. Profits increased from a net
loss of $105,632 to net profit $478,888 over the same 9 months
ended September 30, 2001. Gross margins including sales expenses
increased from 42.6% to 44.8% over the same 9 months ended
September 30, 2001.

Cost of sales as a percentage of revenue has dropped to 48.66%
of sales compared to 53.68% of sales during the same 9 month
period in 2001. General and administrative decreased to 34% of
sales from 41% of sales over the same 9 months ended September
30, 2001. Net profit margins increased to 13.7% from a negative
3.9% during the comparable 9 month period. We achieved a net
profit of $478,888 compared to a net loss of $105,632 during the
same nine months ended September 30, 2001.

Selling expenses were $26,571 for the three months ended
September 30, 2002 versus $48,128 in the same period ended
September 30, 2001. This change was due to decreases in
commissions paid to our agents and affinity groups. A reseller
of one of our Master agents was including our products in an
unauthorized bundle and we choose to refund end users and reduce
commissions to the Master Agent. Due to this decision we
incurred $92,155 in bad debt during the 3 months ended September
30, 2002. During the quarter we incurred sales returns and
allowances in excess of $260,000 this was primarily due to
services we provided to St. Andrews customers during the
transition to our network, we were unable to go back and bill
for costs we incurred

General and administrative expenses increased 38% to $373,401
from $232,524 for the three months ended September 30,
respectively; this was primarily due to operating and legal
expenses incurred for several contract negotiations and
potential acquisition candidates and our desire to register our
licenses in each area of the United States. Our focus on cost
containment and reducing unneeded expenses aided us in limiting
the increase of these expenses.

During the 3 month period ended September 30, 2002, we achieved
a net profit of $257,884 as compared to a net profit of $37,417
the same 3 month period ended September 30, 2001. This is the
second quarter in a row we achieved a net profit.

Earnings Before Interest, Depreciation, Taxes and Amortization
(EBITDA) for the nine month period ended September 30, 2002, was
$593,846, compared to the nine month period ended September 30,
2001, which was $4,773. EBITDA for the three months ended
September 30, 2002 was $317,376 versus $55,417 for the three
months ended September 30, 2001. Although EBITDA is not a GAAP
measure and our EBITDA may not be comparable to similarly titled
measures reported by other companies, many securities analysts
use the measure of earnings before deducting interest, taxes,
depreciation and amortization, also commonly referred to as
EBITDA, as a way of evaluating telecommunications companies and
other companies that have inherently high initial capital
investment requirements. Normally telecommunications companies
experience high initial capital investments due to the expenses
incurred in developing their network of switches, securing
interconnection agreements, and meeting regulatory requirements.

                       Financial Condition

"During 2001 we eliminated non-productive assets and pared down
our workforce to reduce overhead. Except for shareholder loans
we have no long-term debt and due to a shareholder providing
funding and then converting it to equity our cash flow was
positive in the third quarter and has been for the entire first
9 months of 2002. We believe we will remain that way for the
balance of the year. For the nine month period ended September
30, 2002, we had positive cash flows in the amount of $15,175.

"Net cash provided by operating activities for 9 months ended
September 30, 2002 was a deficit of $52,487. The negative cash
provided by operating activities was primarily attributable to
expenses incurred in acquisition costs related to St. Andrews
and several other candidates the company is presently
negotiating with. Net financing activities provided $174,738.
Investing activities used $107,076 to finance computer equipment
to enhance our overall infrastructure and ensure quality,
uninterrupted service to our customers.

"Cash at end of September 2002 amounted to $118,220, an increase
of $15,175 since fiscal year end 2001. Our current assets for
September 30, 2002 are lower than our current liabilities by
$199,364. Included in our current liabilities is approximately
$54,000 of disputed amounts that we feel confident will be
adjusted in our favor because we did not receive services we
contracted for and $98,750 in shareholder notes payable. Our
commitments for capital expenditures as of September 30, 2002
were $65,000; the purpose of the commitment was to integrate our
billing and customer service system with a very large credit
card processor for inclusion of our products on their credit
cards.

"We believe our current cash position at September 30, 2002 of
$118,220 is sufficient along with anticipated operating cash
flow to fund our operations for the next 12 months. We need an
additional $3,000,000 to fund our planned expansion activities
in the next 12 months as follows:

"We contemplate acquiring selected assets of smaller competitors
around the country and centralizing all of their operations,
thereby increasing revenue and profitability. The target
acquisitions would include Long Distance resellers, Internet
Service Providers, Web site hosting companies, and calling card
providers. We contemplate increasing our deployment of Voice
Over Internet Protocol services as we believe this is the future
of small business communications allowing them to take advantage
of the cost savings and integration of voice and data.

                          Recent Developments

"During the quarter we signed several new agent contracts,
upgraded and enhanced and our centralized infrastructure to
properly service our increased customer requirements, upgraded
our internal billing systems, and implemented a program to
direct FCC licenses. We enhanced our facilities to enable our
services integration capabilities with Private Debit Card
programs and Master Card platforms. We filed suit in Montgomery
County Maryland against St. Andrews Telecommunications, Inc.,
for fraud in our transaction and won a default judgment for
$2,400,000, however they have declared bankruptcy and the
judgment has been stayed. We closed our sales office in Ohio and
centralized our resources in a single office and we moved to a
new corporate headquarters in Maryland."

WorldTeq Group International offers a wide range of
telecommunications and Internet services along with related
products via independent agents, associations, sales
organizations, and affiliate marketing companies, through
several wholly-owned subsidiaries. Each Authorized Agent group
is provided their own personalized Web site, which allows them
to work directly with their own customer base. All agents
receive regular recurring revenue as long as the end user
remains a customer of WorldTeq Group International or its
affiliated companies. WorldTeq utilizes the services of global
leaders such as Qwest, Touch America, WorldCom, UUNET, Global
Crossing, and Broadwing. The company operates several wholly
owned subsidiaries, including a wholesale company, an Internet
provider, and a billing services company. For more information
you can visit the company's Web Site which can be found at
http://www.worldteqgroup.com


W.R. GRACE: Court Nixes Claimants' Bid to Appoint a Trustee
-----------------------------------------------------------
Judge Wolin is not convinced that a trustee should be appointed
in W.R. Grace & Co.'s chapter 11 cases at this time and, thus,
denies the Asbestos PI Committee's request.  Judge Wolin
explains that appointing a trustee must be considered as a last
resort.  There still exists another option that will permit this
proceeding to go forward.

In the "grandfather" case of Sharon Steel, the Court of Appeals
affirmed the appointment of a trustee in part on the ground that
the debtor refused to pursue avoidance actions to recover pre-
petition assets.  However, unlike Sharon Steel, in Grace, there
is no suggestion that the debtor's conflict arises from the fact
that the fraudulent conveyances were to insiders.  However,
"cause" for appointment of a trustee can arise from a breach of
fiduciary duty owed by the debtor to creditors, a breach the
Committees have contended already exists in the Debtors' refusal
to prosecute this action.  Judge Wolin notes that, "a powerful
argument exists that the Debtor's failure to prosecute these
fraudulent conveyance [actions] is inimical to the best
interests of the estate and the creditors."

If the adversary proceeding against Sealed Air is tried to a
successful judgment, it might well be worth more than all of the
other assets of the Debtors combined.  The Debtors maintain that
this result would occur only if Judge Wolin recognizes "the
meritless asbestos claims".  Judge Wolin remarks that the
Debtors' position "does not bear close examination".  The
Debtors' position overlooks the fact that, if the action is
successful, it must be in part because the Court will have found
for the purposes of the solvency analysis that the claims were
valid and that the debtor was insolvent.  The Debtors' position
invites the argument that the Debtors do not care that the
estate would be more than doubled by a favorable verdict, nor
that these increased assets would go to deserving asbestos
claimants, because the unsecured creditors and equity holders
would get less.

But should a party appeal and succeed in reversing his findings,
Judge Wolin says he is would then be ready to appoint a trustee
to take over the entirety of Grace's estate.

                       No Limited Purpose Trustee

Judge Wolin also reviewed the Bankruptcy Code to see if he can
appoint a "limited purpose" trustee.  But no such entity could
be found under the statute.  The Code provides that a trustee
will assume control of the debtor's estate.  Indeed, the trustee
is the singular representative of the estate in bankruptcy.

A "limited purpose" trustee is inherently problematic from a
practical standpoint as well.  The fiduciary duties of a trustee
are mandatory under the Code, and the trustee may become liable
to creditors for failing to act.  A trustee cannot share this
burden with a debtor-in-possession because the judgment of the
debtor and the trustee as to the best interest of the estate
might conflict.  The situation would be even more difficult in
the context of the Grace cases.  Judge Wolin asks rhetorically:
"How could a trustee vigorously litigate this fraudulent
conveyance action as a representative of the estate while the
debtor itself opposes it?"  Even access to privileged documents
might prove an impossible conflict to resolve.

That a relatively small number of courts may have adopted the
limited purpose trustee does not convince Judge Wolin.  Judge
Wolin determines, after a review of the one case espousing such
a concept, that the holding "falls well short of holding that a
chapter 11 trustee can share the status of representative of the
estate with a debtor-in-possession". (W.R. Grace Bankruptcy
News, Issue No. 31; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


XO COMMS: Wins Approval to Hire Shaw Pittman as Special Counsel
---------------------------------------------------------------
XO Communications, Inc., sought and obtained the Court's
authority to employ and retain the law firm of Shaw Pittman,
LLP, as special counsel in connection with Transactional Matters
and Creditor-Side Bankruptcy Matters, nunc pro tunc to June 17,
2002.

Robin Spigel, Esq., at Willkie Farr & Gallagher, in New York,
relates that Shaw Pittman represented the Debtor in various
legal services in connection with "creditor-side" matters
involving insolvency and bankruptcy cases where XO is or was a
provider of services to a debtor and is a creditor.  Shaw
Pittman also represents the Debtor with its negotiation of
technology and services agreements relating to the general
operations of the Debtor's business.

Mr. Spigel explains that Shaw Pittman has continued to provide
legal services the Debtor requested and continues to represent
the Debtor in connection with Creditor-Side Matters and
Transactional Matters.  Shaw Pittman's fees and expenses
incurred have exceeded the $25,000 per month limit set in the
Ordinary Course Professionals Order.

Thus, Mr. Spigel contends, Shaw Pittman's retention is
appropriate and necessary in light of the nature and scope of
the legal services it provides and its great role in the
Debtor's efforts to emerge from Chapter 11.

Mr. Spigel relates that Shaw Pittman represents the Debtor in
connection with Creditor-Side Matters with respect to the
Debtor's customers and/or suppliers, which includes:

     -- Global Crossing Ltd.;

     -- TA Acquisition Corp.;

     -- Williams Communications Group, Inc.;

     -- Velocita Corp.;

     -- Metromedia Fiber Network, Inc.; and

     -- WorldCom, Inc.

Mr. Spigel adds that the type of services rendered by Shaw
Pittman relating to Creditor-Side Matters includes litigating
and negotiating issues relative to adequate assurance, cure and
assumption, and advising the Debtor with respect to protecting
and preserving its legal, economic and other interests.

In connection with Transactional Matters, Shaw Pittman
represents the Debtor in negotiating technology and service
agreements relating to the Debtor's general operation of
business. Transactional Matters also include employment and
government contract matters.

Mr. Spigel reports that Shaw Pittman has rendered services worth
$26,989 and incurred expenses equal to $2,256 in connection with
Transactional Matters, and $104,917 for services and $23,513 for
expenses incurred in connection with Creditor-Side Matters.
Shaw Pittman has received payments totaling $25,000 and held a
$25,000 retainer as of the Petition Date.  In addition, the
Debtor paid Shaw Pittman $321,363 during the 12 months preceding
the Petition Date on account of services rendered and expenses
incurred.  As of the June 17, 2002, the Debtor owes Shaw Pittman
prepetition fees and expenses amounting to $39,004, excluded in
the Prepetition Payments.  Shaw Pittman offered to waive its
prepetition claim to the extent that the claim exceeds the
Prepayment it holds.

Mr. Spigel clarifies that none of the matters handled by Shaw
Pittman relate to prosecuting this Chapter 11 case handled by
the Debtor's counsel, Willkie Farr & Gallagher.  Furthermore,
Shaw Pittman will closely work with Willkie Farr & Gallagher so
that its experience relating to the Debtor can be made available
and to avoid duplication of efforts.  Shaw Pittman will not be
rendering services in this case that are typically performed by
the Debtor's main Chapter 11 counsels.

Furthermore, in the event Willkie Farr & Gallagher is unable to
provide services to the Debtor due to conflict in interest, Shaw
Pittman will handle the matters in this case.

"By delineating Shaw Pittman's limited role, the Debtor ensures
that there will be no duplication of services," Mr. Spigel
remarks.

In accordance with Sections 330 and 331 of the Bankruptcy Code,
compensation will be payable to Shaw Pittman ranging from $170
to $350 on an hourly basis, plus reimbursement of actual and
necessary expenses incurred.

Patrick J. Potter, Esq., a member of Shaw Pittman LLP, assures
the Court that the members and associates of Shaw Pittman do not
have any connection with the Debtor, its creditors or any other
party-in-interest, or their respective attorneys. (XO Bankruptcy
News, Issue No. 12; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


* Corporate Diagnostics Group to be Launched Today
--------------------------------------------------
A new corporate governance evaluation organization, Corporate
Diagnostics LLC, was announced Monday, chaired by former Cabinet
Secretary Jack Kemp.  The new group will collaborate with Marsh
Inc., the world's leading risk and insurance services firm, FTI
Consulting, which provides financial and accounting expert
analysis, and the law firms of Patton Boggs LLP and others.

In response to the unprecedented new legislative, legal and
marketplace requirements facing corporations today, the group's
services and solutions are designed to improve crisis readiness
and mitigate exposures in corporate governance, accounting
practices, financial disclosure, and management accountability.
Special emphasis will be given to clarifying potential issues
for senior management and corporate boards.  This will be done
by evaluating compliance of corporate policies and practices in
the areas addressed by the group.

The new organization will be launched at a conference on
Corporate Governance and Risk Management in New York City today,
November 6, 2002 at The Marriott Marquis Hotel in New York City.
Mr. Kemp and Ambassador L. Paul Bremer, Chairman and Chief
Executive Officer of Marsh's Crisis Consulting Practice, will be
the keynote speakers.

"Corporations today face the great challenge of meeting new
legislative, legal and marketplace requirements," Mr. Kemp said.
"A multi-disciplinary review and insurability assessment
identifying any possible areas of exposure to the company,
senior management, and members of the board, represents an
absolute necessity in today's business climate."  Mr. Kemp is a
Co-Director of Empower America and Founder of The Kemp Group
LLC, a strategic consulting firm.  A former Congressman and
Secretary of the U.S. Department of Housing and Urban
Development, Mr. Kemp is one of the nation's leading voices on
the economy.

"Our studies show that major corporations will experience some
kind of crisis every 3 or 4 years, yet half of them admit that
they have no crisis management plans," Ambassador Bremer said.
"A crisis can be brought on by anything from financial fraud to
natural disasters to class-action law suits. Corporate leaders
need to assure themselves and their stakeholders that they have
instituted best practices for managing and recovering from these
events."

Ambassador Bremer, Chairman and Chief Executive Officer of the
Crisis Consulting Practice of Marsh, is recognized as a world
authority on crisis management and counter terrorism.  Before
joining Marsh, he was managing director at Kissinger Associates.
He currently serves on the President's Homeland Security
Advisory Council.

"Many clients are crying out for the services that will be
offered through our collaboration," according to Thomas F.
Vietor, Chairman of the Marsh FINPRO practice.  "We've already
been assured that additional analysis could help companies that
need directors and officers liability insurance either qualify
for this coverage or reduce its costs."

Although the firms involved in the collaboration will coordinate
activities on behalf of mutual clients, the participants will
operate independently with respect to billing, fee and
compensation arrangements.

Other members of the collaborative effort also stressed that the
group will be seeking to identify and apply the best industry
practices in every area of governance.  Their comments follow:

Serving as Vice Chair of Corporate Diagnostics LLC will be Mr.
Fred Zeidman, the chairman of Houston-based Seitel, Inc and
current chairman of the U.S. Holocaust Memorial Council.  He
will participate in the collaboration providing the joint
project with his extensive corporate leadership experience.

"The common affiliation of individuals and companies with this
caliber of talent and expertise provides companies seeking to
upgrade corporate governance policies all the benefits of one-
stop shopping," Mr. Zeidman said.

Dominic DiNapoli, Senior Managing Director of FTI Consulting,
said, "By creating this kind of collaboration, we can also
ensure against conflicts by utilizing outside experts as needed,
in combination with all or parts of our group."

"Many good companies are being hurt in the current climate by
rumor and innuendo, or through guilt by association by merely
being in an industry containing a few bad actors," said Lanny
Davis, partner at Patton Boggs, LLP and former Special Counsel
to President Clinton.  "This kind of thorough review of all
aspects of corporate governance can help companies prevent a
crisis, and if already embroiled in one, we can provide 'rapid
response' techniques designed to pinpoint the problem areas,
provide solutions, and communicate the facts as needed to the
market place and the media, giving investors the kinds of
assurances they need."

About those participating in the collaboration:

Marsh Inc., the world's leading risk and insurance services
firm, has 36,000 employees and serves clients in more than 100
countries.  It is a subsidiary of Marsh & McLennan Companies, a
global professional services firm with annual revenues of $10
billion.  MMC also is the parent company of Putnam Investments,
one of the largest investment management companies in the United
States, and Mercer Inc., a major global provider of consulting
services.  Approximately 59,000 MMC employees provide analysis,
advice, and transactional capabilities to clients in over 100
countries.  Its stock (NYSE: MMC) is listed on the New York,
Chicago, Pacific and London stock exchanges.  MMC's Web site
address is http://www.mmc.com Marsh Inc.'s Web site address is
http://www.marsh.com

The Kemp Group LLC is a corporate consulting firm founded by
Jack F. Kemp, former Congressman, Cabinet member and Vice
Presidential Nominee.  The company provides business consulting
services and advice on business and strategic opportunities in
corporate affairs, government relations and diversity
management.

FTI Consulting, a NYSE listed Company, (NYSE: FCN), is a multi-
disciplined consulting firm with leading practices in the areas
of bankruptcy, financial restructuring, investigative accounting
and litigation-related services. FTI's specialists in securities
and forensic accounting have investigated and consulted on most
of the major financial collapses covered in the media today,
including matters subject to SEC and Congressional
investigations.  FTI's range of services includes analysis of
financial disclosures, internal controls, insider trading,
accounting policies and the impact of management representations
on company stock price.

Patton Boggs LLP is one of Washington's leading firms in the
areas of public policy, regulatory challenges, litigation,
banking, business law, bankruptcy, and mergers and acquisitions.
As one of the only firms with both legal and media crisis
management expertise, Patton Boggs is uniquely qualified to
provide Corporate Diagnostics LLC and its clients with strategic
communications and rapid response capabilities prior to and
after a high profile legal crisis breaks out.

CONTACT:  JT Taylor of Corporate Diagnostics LLC, +1-202-466-
8898; or Lisa Schaefer of FTI Consulting, +1-212-841-9364.


* Saybrook Capital Names Cary Stanford as Managing Director
-----------------------------------------------------------
Saybrook Capital, LLC announced the appointments of Cary
Stanford to Managing Director, Todd Rosen to Associate and
Brandon Gregorio to Senior Financial Analyst and in the firm's
expanding restructuring advisory services practice.

Mr. Stanford is a specialist in corporate restructurings with
over 20 years of experience. Throughout his career, he has
advised many of the nation's largest corporations on
restructurings effected both in- and out-of-court. As a Managing
Director at Houlihan, Lokey, Howard & Zukin, Stanford built and
co-led the national restructuring group, advising board of
directors, bondholders, committees and unsecured creditors'
committees on over forty restructuring assignments. Mr. Stanford
has a master's in business administration from UCLA.

Mr. Rosen joins Saybrook from the law firm Irell & Manella where
he was an associate in the Corporate Securities Group. He has
direct experience in a wide variety of transactions, including
private equity placements, debt financing, M&A, and
restructurings. Mr. Rosen received his JD magna cum laude from
University of Pennsylvania Law School.

Brandon Gregorio joins Saybrook as a Senior Financial Analyst
from Wedbush Morgan Securities. He earned a master's degree in
business economics summa cum laude from the University of
California, Santa Barbara. He received an undergraduate degree
in economics magna cum laude from California State University.

Saybrook Capital is currently engaged in the Pacific Gas &
Electric, Adelphia and Kmart bankruptcy cases -- three of the
seven largest reorganizations ever. With these additions,
Saybrook continues to build a diverse and talented team of
bankers with strengths in economics, business, law and
accounting.

Saybrook Capital, LLC is an investment bank specializing in fund
management, corporate restructuring, real estate and tax-exempt
finance. Founded in 1990, Saybrook is a NASD-registered
underwriter and broker-dealer, having brought to market and sold
over $20 billion in securities. The firm also manages more than
$300 million in capital, seeking to achieve above-market yields
in niche sectors. Saybrook Capital is headquartered in Santa
Monica with offices in New York, San Francisco and Seattle. For
additional information, please visit http://www.saybrook.net


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

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

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

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

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

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

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

February 20-21, 2003
    AMERICAN CONFERENCE INSTITUTE
       Commercial Loans Workouts
          Marriott East Side, New York
             Contact: 1-888-224-2480 or 1-877-927-1563
                          http://www.americanconference.com

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                           *********

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

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

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

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

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


                           *********

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

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

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

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

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

                 *** End of Transmission ***