TCR_Public/021108.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, November 8, 2002, Vol. 6, No. 222    

                          Headlines

ACME METALS: Gets Lease Decision Time Extension until December 4
ADELPHIA COMMUNICATIONS: Files Lawsuit Against Deloitte & Touche
ADSTAR INC: Taking Steps to Address Potential Liquidity Issues
ADVANCED COMMS: Withdraws Legal Actions against ACT-Australia
AMCARE: S&P Assigns R Financial Strength Rating after Insolvency

AMERICAN AIRLINES: Blaylock Ups Rating Recommendations to "Buy"
AMERICREDIT CORP: Will Eliminate about 350 Jobs by Month-End
ASSOCIATED ESTATES: S&P Affirms Low-B Ratings & Revises Outlook
ATHERTON FRANCHISEE: S&P Maintains Watch on B-/CCC Ratings
ATLANTIC COAST: Blaylock Raises Ratings Recommendations to "Buy"

BIG CITY RADIO: Fails to Satisfy AMEX Listing Requirements
BIONUTRICS: Deloitte & Touche Bows-Out as Independent Auditors
BORDEN CHEMICALS: Gets OK to Extend DIP Agreement Until Year-End
BRIGHTPOINT INC: Appoints Daily and Roedel as New Directors
BUDGET GROUP: Court Okays Lazard Freres as Investment Bankers

CD WAREHOUSE: Commences Store Closing Sales at 23 Locations
CHAPARRAL RESOURCES: James Jeffs Resigns as Board Chairman & CEO
CONSECO INC: S&P Says Uncertainty Leaves Creditors "Vulnerable"
CONTINENTAL AIRLINES: Fitch Cuts Ratings on 3 EETC Transactions
CONTINENTAL AIRLINES: Blaylock Ups Rating Recommendation to Buy

CORRECTIONAL SERVICES: Completes New $31-Million Credit Facility
CSC HOLDINGS: Moody's Reviewing Ratings for Possible Downgrade
CUMMINS INC: S&P Rates Bank Loan & Senior Unsecured Notes at BB+
DELTA AIRLINES: Blaylock Maintains "Buy" Rating Recommendation
DELTA DENTAL: A.M. Best Assigns Initial Rating of B++pd

DEUTSCHE MORTGAGE: Fitch Cuts Ratings on Classes K & L to B-/CC
DURANGO: Fitch Affirms B+ Ratings on Senior Unsecured Notes
ELCOM INT'L: Fails to Regain Compliance with Nasdaq Guidelines
ELITE LOGISTICS: Liquidity Must Improve to Avoid Bankruptcy
EMAGIN CORP: Promissory Note Maturity Further Extended to Nov 30

ENRON CORP: Broadband Unit Settles Claims Dispute with Level 3
ESSENTIAL THERAPEUTICS: Net Capital Deficit Tops $12M at Sept 30
EXIDE: Settles Disputes re Master Loan Pact with BTM Capital
FEDERAL-MOGUL: Exclusive Plan Filing Period Extended to March 3
FOUR SEASONS HOTEL: S&P Initiates Coverage with "Sell" Ranking

GEMSTAR TV: Names Ernst & Young as New Independent Accountants
GENTEK INC: Court Allows Payment of Critical Vendor Claims
GILAT SATELLITE: Seeking TRO Against Noteholders and Lenders
GLOBAL CROSSING: Court Approves Energis Settlement Agreement
GOODYEAR TIRE: Fitch Downgrades Senior Unsecured Rating to BB

GWI INC: Final Distribution Hearing Set for December 9, 2002
HIGHLANDS INSURANCE: Files Prepackaged Reorganization Plan in DE
HOMESTORE INC: Expects Decline in Net Loss for September Quarter
INTEGRATED HEALTH: Rotech Wants More Time to Challenge Claims
INTERWAVE COMMS: Fails to Maintain Nasdaq Listing Requirements

JP MORGAN: Fitch Affirms Low-B Ratings on Six Note Classes
KAISER ALUMINUM: Wants to Assign 6 Oxnard Contracts to Aluminum
KMART CORP: Intends to Assume and Assign Contracts to NetBrands
LODGIAN INC: Wins Court Approval of Settlement with CCA
LOUISIANA-PACIFIC: Appoints Dustan McCoy to Board of Directors

LYNCH CORPORATION: Third Quarter Sales Plummet to $5 Million
MADGE NETWORKS: Balance Sheet Insolvency Balloons to $9.8 Mill.
MATLACK SYSTEMS: Court Approves Case Conversion to Chapter 7
MATLACK SYSTEMS: Stephen Judge Resigns as Chief Reorg. Officer
MCDERMOTT INT'L: Working Capital Deficit Tops $185MM at Sept. 30

METALDYNE CORP: Reports Improved Automotive Ops. Results for Q3
METAWAVE GROUP: Sept. 30 Working Capital Deficit Widens to $11MM
METRIS COMPANIES: Names John Witham to Chief Financial Officer
MINNETHAN LAND: Engages Hofheimer Gartlir as Bankruptcy Counsel
MONARCH DENTAL: Will Publish Third Quarter Results on Nov. 12

NATIONAL AIRLINES: Ceases Operations After Agreement Falls Apart
NAVISITE INC: ClearBlue Evaluating Likely Business Combination
NORTHWEST AIRLINES: Blaylock Ups Rating Recommendation to "Buy"
ODYSSEY PICTURES: Want & Ender Expresses Going Concern Doubt
PROTECTION ONE: Working Capital Deficit Reaches $5.5M at Sept 30

PROVELL INC: Court to Consider Disclosure Statement on Dec. 6
PROVIDIAN FINANCIAL: Moody's Confirms Lower-B/Junk Debt Ratings
RFS ECUSTA: Wants Until December 21 to File Schedules
R.H. DONNELLEY: Offering $750 Million Senior Notes
ROYAL CARRIBEAN: S&P Affirms BB+ Ratings on Related Transactions

SECURITY ASSET: Firming-Up Debt Restructuring Transaction
SI TECHNOLOGIES: Reports Increased Gross Margin After Workout
SKYWORKS SOLUTIONS: Inks Debt Restructuring Pact with Conexant
SL INDUSTRIES: Fails to Complete Refinancing of Credit Facility
SOS STAFFING: Posts Improved Financial Results for 3rd Quarter

SPECTRASITE HOLDINGS: Will File Prepack. Chapter 11 by Nov. 15
TRANSPORTATION TECH.: Revenue Decline Spurs Moody's Downgrades
UNITED AIRLINES: Blaylock Raises Rating Recommendation to "Hold"
US AIRWAYS: Wants More Time to Remove Prepetition Civil Actions
US AIRWAYS: Receives Approval for $500 Million DIP Financing

VERITAS DGC: Will Publish First Quarter Results on Nov. 25, 2002
VIVENDI UNIVERSAL: Enters Negotiations to Sell Houghton Mifflin
WARNACO GROUP: Seeks Approval of Proposed Plan Voting Procedures
WHEELING-PITTSBURGH: Keeps Plan Filing Exclusivity Until Dec. 9
WORLDCOM: Hires Hilco Joint Venture as Real Property Consultants

WORLD HEART CORP: Will Hold Q3 Results Conference Call on Nov 11
XO COMMS: Forstmann Little Discloses 12.9% Equity Stake

*BOOK REVIEW: The Oil Business in Latin America: The Early Years

                          *********

ACME METALS: Gets Lease Decision Time Extension until December 4
----------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Delaware, Acme Metals Incorporated and its debtor-affiliates
obtained an extension of their lease decision period.  The Court
gave the Debtors until December 4, 2002, to determine whether to
assume, assume and assign, or reject unexpired nonresidential
real property leases.

Acme Metals and its debtor-affiliates are engaged in the
business of steel manufacturing and fabricating. The Company
filed for chapter 11 bankruptcy protection on September 28,
1998. Brendan Linehan Shannon, Esq., and James L. Patton, Esq.,
at Young, Conaway, Stargatt & Taylor represent the Debtors in
their restructuring efforts. The Debtors' consolidated balance
sheet as of December 31, 2000 reports total assets of $654,421
and liabilities of $362,737.


ADELPHIA COMMUNICATIONS: Files Lawsuit Against Deloitte & Touche
----------------------------------------------------------------
Adelphia Communications Corporation (OTC: ADELQ) has filed suit
against Deloitte & Touche LLP, Adelphia's former outside
auditor, for Deloitte's role in "one of the most egregious
instances of corporate self-dealing and financial chicanery in
United States corporate history."

Filed in state court in Philadelphia, the Company's lawsuit
charges Deloitte & Touche with "professional negligence, breach
of contract, fraud, and other wrongful conduct.  As a direct
result of Deloitte's own wrongful conduct, Adelphia has suffered
very large damages and was ultimately forced to file for
bankruptcy protection."

The lawsuit specifically charges:

     1.  Deloitte failed to provide the Company, its Audit
Committee and its Independent Directors with independent,
competent audits.

     2.  Through its audits and access to Adelphia's books and
records, Deloitte knew of much of the Rigas Family's self-
dealing and looting of Adelphia.  Nearly all of the rest of the
Rigases' wrongful conduct was readily apparent to Deloitte on
the books and records that Deloitte reviewed.  Thus, Deloitte
should have known of all of the Rigases' wrongful conduct and
should have disclosed it to Adelphia's Audit Committee and the
independent members of Adelphia's Board.

     3.  Deloitte violated its professional responsibilities and
contractual obligations as Adelphia's independent auditor.  
Deloitte failed to disclose the corporate abuses that it knew
and should have known were taking place to the Adelphia Audit
Committee or the independent members of Adelphia's Board.   
Deloitte performed its audits and certified Adelphia's financial
statements without ever qualifying its audit reports.  Deloitte
always rendered a favorable opinion on Adelphia's ability to
continue as a going concern.  Despite the massive self-dealing
by the Rigases, Deloitte did not even send a letter to
Adelphia's management suggesting any changes in Adelphia's
corporate control practices.

     4.  The Rigas Family never could have accomplished their
acts of looting and self-dealing had Deloitte fulfilled its
professional responsibilities to Adelphia by disclosing to
Adelphia's Audit Committee and independent directors the
corporate abuses that it knew and should have known were taking
place.  Through its improper conduct, Deloitte acquiesced in the
Rigas Family's desire to hide the true nature of Adelphia's
financial condition from the public and the independent members
of the Audit Committee and the Board, including, during its 2000
audit, by acquiescing in the Rigas Family's desire to hide more
than one billion dollars of debt that should have been disclosed
in Adelphia's financial statements.

     5.  Even after expressly considering the issues surrounding
the events relating to Enron, Deloitte assured the Adelphia
Audit Committee three days prior to the deadline for filing
Adelphia's 2001 financial statements that Deloitte had no
significant issues with its nearly completed audit.  Deloitte
even told the Chairman of Adelphia's Audit Committee that its
audit for 2001 was one of the best audits of Adelphia that
Deloitte had ever produced.

According to the lawsuit, "These wrongful acts resulted in
billions of dollars in damages to the Company - damages which
were preventable if Deloitte had acted consistently with its
professional responsibilities as Adelphia's outside auditor."

The Company is seeking compensation for all injury suffered as a
result of Deloitte & Touche's wrongful conduct as well as
punitive damages.

The lawsuit was brought by Boies, Schiller & Flexner LLP of
Armonk, New York, and the Dechert firm of Philadelphia,
Pennsylvania.

       Statement of Adelphia Communications Corporation

"Deloitte's audit failures resulted in billions of dollars in
damages to Adelphia, our investors and employees.  The Rigas
Family never could have accomplished their wrongful acts had
Deloitte fulfilled its professional responsibilities to Adelphia
by disclosing the corporate abuses that it knew - and should
have known - were taking place.

"Deloitte brought further harm to Adelphia by failing to admit
its wrongdoing and attempting to cover-up its breaches.  
Deloitte must be held accountable for acting as if nothing was
wrong during the years that the Rigas Family was looting
Adelphia, and Adelphia's stakeholders must be compensated for
the harm they have suffered as a result of Deloitte's actions."

As previously announced, Adelphia terminated the engagement of
Deloitte & Touche on June 9, 2002.  Adelphia announced the
selection of PricewaterhouseCoopers as the Company's independent
accountants on June 14, 2002.

Adelphia Communications Corporation, with headquarters in
Coudersport, Pennsylvania, is the sixth-largest cable television
company in the country. It serves 3,500 communities in 32 states
and Puerto Rico.  It offers analog and digital cable services,
high-speed Internet access (Adelphia Power Link), and other
advanced services.

Adelphia Communications' 10.875% bonds due 2010 (ADEL10USR1),
DebtTraders says, are trading at 34.5 cents-on-the-dollar. See  
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL10USR1
for real-time bond pricing.


ADSTAR INC: Taking Steps to Address Potential Liquidity Issues
--------------------------------------------------------------
AdStar, Inc. (Nasdaq: ADST, ADSTW), a leading software and
application service provider for the classified advertising
industry, announced financial results for the quarter ended
September 30, 2002.

For the three months ended September 30, 2002, the company
reported net revenues of $655,000, an increase of two percent
versus net revenues for the same period in 2001. The company's
current application service provider product realized a 238
percent revenue increase and overall revenues were offset by a
decrease in revenues from software customization services,
miscellaneous and non-recurring items, and fees from the
company's traditional licensed product. The company also noted a
19 percent quarter-over-quarter increase in ASP product revenue
from the second to third quarter in 2002. Gross profit for the
quarter decreased by 16 percent to $365,000 compared to a gross
profit of $435,000 for the same period in 2001. For the quarter,
the company reported a net loss of $340,000 compared with a net
loss of $243,000 for the third quarter of 2001.

"Even as the ad industry continues to struggle through a
recession, we are very positive about the future of AdStar,"
said Leslie Bernhard, president of AdStar. "We continue to see
phenomenal growth in our ASP products and are optimistic that
the unique value proposition we are providing to the industry
will continue to sustain our growth. AdStar is well positioned
to be the exclusive technology behind the print and online
classified ad strategies for the country's largest publishers."

During the third quarter, the company processed more than 54,500
transactions through its Web site, generating gross billings of
more than $4.73 million. This is an increase of approximately
29,000 transactions and $2.59 million in gross billings for the
same period in 2001. For the first nine months in 2002, the
company processed approximately 135,000 transactions totaling
$11.56 million in gross billings compared to 66,600 transactions
totaling $5.46 million in gross billings for the same period in
2001.

"In just over a year, we doubled the ad transactions, as well as
the gross billings, processed through our system," Bernhard
said. "This growth in transactions and gross billings truly
benefits AdStar's bottom line, as we are set up on a per-
transaction fee with our clients. So, as our system's reach
continues to expand within our current publisher customers, and
as we continue to sign up new publishers, our bottom line will
continue to benefit from the increase in transactions. We
anticipate that the focus of the publishing industry will
continue to be on how to effectively and affordably integrate
print and online ad strategies. Fortunately, our technology is
already making this happen, and we are several years and
partnerships ahead of the competition."

For the nine months ended September 30, 2002, the company
reported net revenues of $1.70 million, an increase of 5 percent
over net revenues of $1.61 million for the same period in 2001.
The company experienced a net loss of $1.26 million or $0.15 per
share for the first nine months of 2002 compared to a net loss
of $1.28 million or $0.20 per share for the same period in 2001.

At September 30, 2002, the company reported a cash balance of
$560,000 (including $175,000 restricted cash) compared to
$1,365,000 (including $6,000 restricted cash) at June 30, 2002.
The lower than expected cash position resulted from the use of
approximately $272,000 to support operating activities as
revenues developed more slowly than expected, and the investment
of approximately $363,000 in capitalized software development.
Management had generally anticipated a decrease in cash position
because significant ongoing development projects, primarily for
Tribune/CareerBuilder, were in full swing. However, the decrease
was larger than anticipated due to a delay in the deployment of
FlexAds, which resulted in less than expected revenues, and
increased development cost as AdStar built a better and more
robust system. Lower than expected revenues also resulted from
capital spending reductions by prospective customers. At the
current operating burn rate, cash would be sufficient to fund
operations at current levels only until year-end. Management is
taking steps to address potential liquidity issues.

At September 30, 2002, the Company's balance sheets show a
working capital deficit of about $314,000.

AdStar (Nasdaq: ADST, ADSTW), based in Marina del Rey, Calif.,
serves as an application service provider (ASP) for the $20+
billion classified advertising industry. AdStar turns
publishers' Web sites into full-service classified ad sales
channels for their print and online classified ad sections.
Since 1986, AdStar has set the standard for remote ad entry
software by giving advertisers the ability to place ads
electronically with many of the largest newspapers in the United
States. Today, AdStar's infrastructure, through its private
label model, powers classified ad sales for more than 20 of the
largest newspapers in the United States and the Newspaper
Association of America's bonafideclassifieds.com, where ads can
be placed in more than 120 newspapers.


ADVANCED COMMS: Withdraws Legal Actions against ACT-Australia
-------------------------------------------------------------
Advanced Communications Technologies, Inc., (OTCBB:ADVC) --
whose March 31, 2002 balance sheets shows a total shareholders'
equity deficit of about $3 million -- announces that on October
14, 2002, ACT-Australia terminated the Company's License
Agreement to market and distribute the SpectruCell technology
and that on October 25, 2002, the Company instructed its legal
counsel in Australia to withdraw from the Company's legal
actions against Advanced Communications Technologies (Australia)
Pty Ltd., and Roger May, the Company's former Chairman and CEO.

As a result, the Company's previously injunctions issued by the
Australian Court have been dissolved. Notwithstanding this, the
Company has not relinquished its rights or claims against
Mr. May, ACT-Australia and related parties, and believes that it
still has legal and equitable rights to the SpectruCell
technology in North, South and Central America.

The following is a detailed summary of the Company's lawsuit and
related events with ACT-Australia and Roger May, and a
discussion of its future plans and condition.

                         Litigation Status

In January 2002, the Company filed a lawsuit in the Supreme
Court of Victoria, Australia against Roger May and Advanced
Communications Technologies (Australia), Pty, Ltd., to enforce
its rights as a 20% shareholder of ACT-Australia and as the
licensee of the SpectruCell technology pursuant to the terms of
the License and Distribution Agreement dated July 5, 2000,
between the Company and ACT-Australia. A significant record
relating to the Company's stock ownership interest in
ACT-Australia and its rights under the License Agreement was
created in that proceeding. After considering that record, the
Australian Court granted sweeping interim injunctions in favor
of the Company which preserved and protected the Company's stock
ownership interests and its exclusive rights to market and
distribute the SpectruCell technology, including military
rights, in North, South and Central America, which Mr. May and
ACT-Australia had disputed.

In mid-July 2002, Mr. May placed ACT-Australia into an
administrative insolvency proceeding in Australia, as a result
of which the Company's stock interest in ACT-Australia became
worthless. Shortly thereafter, Mr. May appointed a receiver over
the assets of ACT-Australia, including SpectruCell, based on a
blanket security interest he had created in December 2001, in
favor of Global Communications Technologies Pty Ltd ("Global"),
an entity owned and controlled by Mr. May. In mid-September
2002, Mr. May proposed a plan of company arrangement in the
insolvency proceeding pursuant to which ACT-Australia's two main
assets (its shares in Australon Enterprises Pty Ltd and the
SpectruCell technology) will be disposed of with no benefit to
the minority shareholders of ACT-Australia, which includes the
Company. ACT-Australia's shares in Australon will be sold and a
portion of the sale proceeds will go to third party creditors
and to pay the expenses of administration. The balance of the
sale proceeds will go to Global, the majority shareholder of
ACT-Australia.

Further, the SpectruCell technology will be transferred by the
receiver to an entity owned and controlled by Mr. May. The plan
of company arrangement was approved at a meeting of creditors
held on September 26, 2002. The Company voted against the plan.

Shortly after the plan of company arrangement was adopted, the
receiver of ACT-Australia's assets, who was appointed by Mr. May
and was acting under his instructions, filed a motion with the
Australian Court to terminate the Court's injunctions in favor
of the Company regarding the License Agreement. The motion to
terminate the injunctions was based on statements made by Mr.
May under oath to the effect that the SpectruCell technology in
its current form had evolved from the original licensed
technology and was no longer subject to the License Agreement
and had not been subject to the License Agreement for the last
two years.

This contention was directly contrary to numerous statements
made by Mr. May, ACT-Australia and others in various forums,
including Internet posts, press releases, SEC filings and
documents exchanged between the parties. Several days later, the
receiver, acting on Mr. May's instructions, sent a letter to the
Company purportedly terminating the License Agreement on the
basis that the Company is insolvent, as determined under
Australian law, and that the Company's insolvency constitutes an
irreparable event of default under the License Agreement.

The company's initial response to the receiver's motion to
terminate the injunctions and the receiver's purported
termination of the License Agreement was to oppose them and seek
leave of the Australian Court to apply for an injunction to
prohibit ACT-Australia from acting on the purported termination
pending trial. The Australian Court granted the Company leave to
do so. However, after considering the situation further and
receiving advice of counsel, the Company made the strategic
decision to alter its approach and withdraw from the Australian
litigation. This decision was based on various factors,
including the following:

     (i) the actions of Mr. May against the Company over the
past 10 months, which in the Company's view demonstrated a
consistent lack of good faith on his part that was unlikely to
change;

     (ii) Mr. May's recent statement made under oath to the
Australian Court that "It is important from the outset to
understand that there was no SpectruCell product in 1999 and
today there still is no SpectruCell product as it is clearly
still in the development stage and at least 12 to 18 months from
the final product stage.", which was contrary to previous
information consistently provided by Mr. May to the Company and
the public on that subject;

     (iii) the completion of the research and development of
SpectruCell that is currently projected to require an additional
$12 to $15 million; (iv) the Company's opinion that development
of SpectruCell is unlikely to be completed and a product brought
to successful commercialization under Mr. May's leadership;

     (v) the Company's limited resources at the present time are
insufficient to enable it take all of the legal actions that
would be necessary to defend and enforce its rights in
Australia; and

     (vi) the need for the Company to use available funds to
continue current operations so that its rights and viability
will be meaningfully preserved for the future.

The effect of the Company's decision to withdraw from the
Australia litigation is that the License Agreement has been
terminated and the existing injunctions issued by the Australia
Court have been lifted. Notwithstanding this, the Company
retains its rights to bring an action or actions for damages and
other available legal and equitable relief against Mr. May, ACT-
Australia and other related and unrelated parties who have
damaged it.

                         Future Plans

The Company's business strategy has always been squarely focused
on marketing and distributing SpectruCell in North, South and
Central America. In order to implement this business plan, the
Company secured a significant funding commitment from Cornell
Capital Partners, LP in January 2002. Based on information made
available to the Board by Mr. May in Fall 2001, it appeared that
revenues from SpectruCell sales were still 9-12 months away.

Consequently, after the Board removed Mr. May in November 2001,
it determined that the Company's business strategy would have to
be expanded to include the search for an operating business that
would produce both revenue and cash flow to the Company as a
complement to future SpectruCell sales. With the Company's
financing facility in place, the Board embarked on a plan to
pursue the acquisition of one or more profitable operating
businesses in the telecommunications industry that were either
complementary to, or synergistic with, the SpectruCell
technology or alternatively, in any industry where the Company
had the chance to create shareholder value based on earnings.

During the period from February through August 2002, the Company
pursued the evaluation, negotiation of acquisitions and due
diligence on four privately-owned business enterprises that had
the potential to make the Company viable from an operating
standpoint, create value for the Company's shareholders, and
complement the Company's core product, SpectruCell. The Board
initially pursued these acquisition candidates for the reasons
mentioned above.

Later, the Company intensified its activities in this regard
because of (i) the uncertainty of the outcome of its litigation
with Mr. May and ACT-Australia; (ii) the additional delays and
costs announced as to the roll-out of the SpectruCell product;
(iii) the uncertainty as to whether SpectruCell would ever be
completed and released to the marketplace in a commercially
viable time frame; and (iv) the financial difficulties that ACT-
Australia was under, including but not limited to, the ATO
action and the increasing concern of AusIndustries.

During the above time period, the Company negotiated three
proposed but unexecuted letters of intent with privately held
companies in the intelligence, telecommunications and leading
edge "intelligent agent" software businesses. The latter
business proved to be the most interesting to the Company based
on the management team's business strategy, managerial and
engineering experience and product development. Moreover, this
particular business enterprise had developed "intelligent agent"
software that could be implemented across all industries, but
most importantly, was earmarked specifically for the
telecommunications, financial services and health care
industries.

In addition, the owners and engineers of this enterprise were
familiar with Software Defined Radio technology and believed
that they could offer significant technical and managerial
experience to support the future marketing and licensing of the
SpectruCell technology. The discussions with this particular
enterprise resulted in the Company performing extensive
financial and legal due diligence on the merger candidate as
well as exhaustive technical and engineering due diligence on
the particular "intelligent agent" software products they have
developed and were in the process of marketing to large
telecommunications and financial institutions. Over the three-
month time frame that the Company pursued this acquisition, the
members of the Board and legal counsel spent many hours in
meetings, discussions and business strategy sessions with the
owners of this business.

In late August 2002, the Company ceased its activities in
connection with entering into a transaction with this enterprise
because of the Company's liquidity issue and the fact that the
SEC had not yet approved the Company's $30 million Equity Line
of Credit facility with Cornell. The Company and the owners of
this business enterprise are still interested in discussing a
merger and/or acquisition transaction, and the Company will
pursue this or other opportunities in the event the Company's
currently pending Registration Statement is declared effective
and the Company is in a position to close such a transaction.

Currently, the Company has few capital resources remaining.
Unless the SEC declares the Company's pending Registration
Statement effective, thereby allowing the Company to commence
drawing down on its Equity Line of Credit facility or unless the
Company obtains some other source of capital, it will be unable
to continue as a going concern. Until the Company has the
resources available, it will not re-engage in acquisition
discussions with the above enterprise or pursue other
businesses.

The Board of Directors is actively working with its securities
counsel and Cornell to attempt to have the pending Registration
Statement declared effective by the SEC.


AMCARE: S&P Assigns R Financial Strength Rating after Insolvency
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'R' financial
strength rating to AmCare Health Plans of Louisiana Inc.,
following the announcement by Acting Commissioner of Insurance
J. Robert Wooley that AmCare is insolvent.

AmCare serves about 15,461 members in Baton Rouge, New Orleans,
and Shreveport. Wooley will focus on quantifying the plan's
assets to settle debts of the estate.

AmCare is the Louisiana HMO subsidiary of AmCareco Inc. that
provided health benefits, such as preferred provider
organization, point of service, accidental death and
dismemberment, vision, and dental.

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
to others. The rating does not apply to insurers subject only to
nonfinancial actions such as market conduct violations.


AMERICAN AIRLINES: Blaylock Ups Rating Recommendations to "Buy"
---------------------------------------------------------------
Blaylock & Partners' airlines and transportation analyst Ray
Neidl has upgraded his ratings recommendations to "Buy" from
"Hold" for AMR Corp. (NYSE: AMR).  

In his reports Mr. Neidl writes that his upgrades stem from
UAL's reduced chances of filing for bankruptcy, based on
Tuesday's announcement that it had reached an in-principle
agreement with German bank KFW to restructure $500 million in
debt.  The company also reached a tentative agreement with the
Transport Workers Union on labor cost savings, which awaits
approval from the Labor Committee of the UAL Board and the board
itself.  Mr. Neidl notes that UAL's request from the ATSB for a
$1.8 billion in federal loan guarantees looks promising as the
ATSB recently approved loan guarantees for smaller carriers.

UAL's encouraging news shows it less likely that AMR, which has
been trading at near-bankruptcy levels, will declare bankruptcy.  

Blaylock's ratings system consists of "buy," "hold" and "sell"
recommendations.  Investment banking stocks have a "not rated"
designation. Institutional investors interested in receiving
more information should contact Mr. Neidl at 212/715-6627 --
rneidl@blaylocklp.com   Journalists interested in receiving
copies of the research reports should contact Dao Tran at
dtran@starkmanassociates.com  

Based in New York, Blaylock & Partners, L.P. has been ranked by
Black Enterprise magazine as the number one minority-owned
investment banking firm for 1999 and 2000.  The firm has co-
managed four of the largest most recent IPOs -- Travelers
Property Casualty Corp., Prudential Financial, Inc., Kraft Foods
Inc., and Agere Systems Inc.  Blaylock & Partners is a member of
the NASD and SIPC.

Blaylock & Partners, L.P., is a member of the National
Association of Securities Dealers, CRD number 35669.

AMR Corp.'s 9.0% bonds due 2012 (AMR12USR1), DebtTraders
reports, are trading at 35 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AMR12USR1for  
real-time bond pricing.


AMERICREDIT CORP: Will Eliminate about 350 Jobs by Month-End
------------------------------------------------------------
AmeriCredit Corp., (NYSE:ACF) will eliminate approximately 350
jobs by the end of November as part of the company's strategy to
manage growth and expenses. The job eliminations represent about
6.5 percent of the company's total workforce of 5,400 employees
and will affect various employee levels and locations in the
United States and Canada. All affected employees will receive
severance benefits and outplacement assistance.

AmeriCredit recently raised equity to increase the company's
capitalization and is slowing loan originations until there is
better clarity about the future of the economy. The job
eliminations and related expense reductions align the company's
cost structure with planned lower loan originations. These
actions will result in a 10 percent reduction in operating
expenses in the second half of fiscal 2003 after implementation
costs and, along with lowered origination levels, are
incorporated in the company's current earnings guidance.

"We are moderating our loan origination volume and need to
adjust our staffing and expense levels accordingly," said
AmeriCredit Chief Executive Officer Michael R. Barrington.
"These important steps, including the equity raise, will help
preserve the company's financial flexibility in light of the
challenging economic conditions and position AmeriCredit as an
even stronger company when the economy improves."

AmeriCredit Corp., is the largest independent middle-market auto
finance company in North America. Using its branch network and
strategic alliances with auto groups and banks, the company
purchases installment contracts made by auto dealers to
consumers who are typically unable to obtain financing from
traditional sources. AmeriCredit has more than one million
customers throughout the United States and Canada and more than
$15 billion in managed auto receivables. The company was founded
in 1992 and is headquartered in Fort Worth, Texas. For more
information, visit http://www.americredit.com

                         *    *   *

As reported in Troubled Company Reporter's Oct. 1, 2002 edition,
Fitch affirmed the 'BB' rating for AmeriCredit Corp.'s senior
unsecured debt and removed the Rating Watch Negative following
their announcement of the completion of an equity offering in
the amount of $502 million. The Rating Outlook is Stable.
Approximately $375 million of debt is affected by this action.


ASSOCIATED ESTATES: S&P Affirms Low-B Ratings & Revises Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Associated Estates Realty Corp., to negative from stable. In
addition, Standard & Poor's affirmed its double-'B'-minus
corporate credit rating and its single-'B'-minus rating on the
company's preferred stock.

The outlook revision follows continued weak portfolio
performance, high leverage, and weakening coverage measures. The
company's current ratings acknowledge a very manageable near-
term debt maturity schedule and largely fixed-rate capital
structure.

Richmond Heights, Ohio-based AEC owns, or is a joint-venture
partner in, 79 stabilized multifamily properties containing
17,974 units primarily in Midwest markets. Through affiliates,
the company provides property and asset management, investment
advisory, and other services. The REIT manages another 7,121
units for third parties.

AEC's multifamily portfolio has suffered along with its peers
from weak apartment fundamentals, particularly anemic demand.
Same-store performance has suffered in 2002, particularly in the
third quarter, when same-store net operating income slipped 8.8%
versus the prior year, and sequential same-store physical
occupancy declined 190 basis points to 91.2%. Economic
occupancy, which factors in price concessions to attract or
retain tenants, was closer to 86%.

The struggling U.S. economy and lack of visibility does not bode
well for near-term demand drivers (job growth and household
formation), which are essential to improving apartment
fundamentals. Furthermore, low mortgage rates will continue to
make homeownership an attractive option for renters. Challenging
market conditions and AEC's strategy of pursuing top-line growth
at the expense of occupancy could further stress already weak
coverage measures. In addition, the recent restructuring and
management changes at AEC's wholly owned advisory business, MIG
Realty Advisors, results in some uncertainty surrounding the
ability to preserve its asset management contracts, as well as
attract co-investment partnerships that are key to AEC's growth,
given its limited financial resources.  

AEC has streamlined and decentralized its organization, which,
along with community upgrades, should position AEC to benefit
when apartment fundamentals do turn around. Asset quality should
continue to modestly improve through asset recycling, additional
capital improvements, and investments in acquisitions and
development. Longer term, AEC hopes to generate half its
business outside the Midwest. The company's ability to recycle
assets and attract co-investment/joint venture partners is key
to its diversification and financing strategies.

The company's financial profile is characterized by high
leverage, low coverage measures, and limited financial
flexibility. A 1999 recapitalization produced a more manageable
debt maturity schedule with minimal variable-rate exposure;
however, leverage has increased materially to more than 70%
(book- and market-value basis). Debt service and fixed-charge
coverage have been relatively stable since the recapitalization,
but have recently come under pressure due to weaker portfolio
performance, declining to 1.4 times and 1.3x, respectively.
Financial flexibility remains limited due to the largely
encumbered portfolio, weak stock price, and small lines of
credit. Total dividend coverage of just under one times and no
clear signs that market fundamentals are improving may result in
a third dividend cut in as many years. While the trend is
negative, a dividend cut would give AEC modest flexibility and
allow asset sale proceeds to be used more efficiently versus
covering the dividend shortfall.

                      Outlook: Negative

The company's portfolio has suffered as a result of weak demand,
affecting cash flow and already low coverage measures. Should
these conditions persist, resulting in further erosion of
coverage measures, the ratings would be lowered.


ATHERTON FRANCHISEE: S&P Maintains Watch on B-/CCC Ratings
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
classes issued by Atherton Franchisee Loan Funding 1999-A LLC.
Additionally, the class A-1, A-2, and A-X notes are placed on
CreditWatch with negative implications. Classes B through D will
remain on CreditWatch with negative implications, where they
were placed on April 23, 2002.

The ratings on classes E and F were previously lowered to 'D' on
April 23, 2002, based on significant cumulative monthly interest
shortfalls. As of the most recent reporting period, the
cumulative outstanding interest shortfalls are $59,027 and
$314,775 for classes E and F, respectively.  

The current rating actions are indicative of the deteriorating
performance of the underlying pool of franchise loan obligors
and the anticipated reduction in available credit enhancement.
The majority of the loans (81%) were made to obligors in the
quick-service and casual dining segment of the restaurant
industry, and the remainder to obligors in the specialty retail
and petroleum sectors. The focus of the analysis concentrated on
estimated loan recoveries associated with distressed obligors
provided by AMRESCO Commercial Finance Inc., the servicing
advisor, in conjunction with Standard & Poor's loss assumptions
under various stress scenarios. Also factored into the analysis
were various recovery assumptions with respect to the current
outstanding principal and interest advances that presently
exceed $6.1 million. Principal and interest advances are made by
the servicer, GMAC Commercial Mortgage Corp.

As of the Oct. 15, 2002 payment date, distressed credits totaled
$39.6 million or 33.8% of the total outstanding pool balance of
$117.06 million (the current pool factor is 79.7%). It should be
noted that $17.9 million or approximately 45% of total
distressed credits are either in bankruptcy or foreclosure.  

Standard & Poor's will continue to monitor the progress and
resolution of the workouts and recovery of advances associated
with the distressed obligors to ensure that ultimate recoveries
are in line with expectations incorporated into this analysis.
      
       Ratings Lowered and Placed on Creditwatch with
                 Negative Implications
   
        Atherton Franchisee Loan Funding 1999-A LLC
   
     Class          Rating                Balance (Mil. $)
             To                From
     A-1     AA-/Watch Neg     AAA                  12.895
     A-2     AA-/Watch Neg     AAA                  70.665
     A-X     AA-/Watch Neg     AAAr                    N/A
   
      Ratings Lowered and Remain on Creditwatch with
                 Negative Implications
   
       Atherton Franchisee Loan Funding 1999-A LLC
   
     Class            Rating              Balance (Mil. $)
               To                From
     B         BBB/Watch Neg     AA/Watch Neg        7.710
     C         B-/Watch Neg      A/Watch Neg         6.976
     D         CCC/Watch Neg     BB/Watch Neg        7.343


ATLANTIC COAST: Blaylock Raises Ratings Recommendations to "Buy"
----------------------------------------------------------------
Blaylock & Partners' airlines and transportation analyst Ray
Neidl has upgraded his ratings recommendations to "Buy" from
"Hold" for Atlantic Coast Airlines Holdings, Inc. (Nasdaq:
ACAI).  

In his reports Mr. Neidl writes that his upgrades stem from
UAL's reduced chances of filing for bankruptcy, based on
Tuesday's announcement that it had reached an in-principle
agreement with German bank KFW to restructure $500 million in
debt.  The company also reached a tentative agreement with the
Transport Workers Union on labor cost savings, which awaits
approval from the Labor Committee of the UAL Board and the board
itself.  Mr. Neidl notes that UAL's request from the ATSB for a
$1.8 billion in federal loan guarantees looks promising as the
ATSB recently approved loan guarantees for smaller carriers.

Atlantic Coast also is expected to benefit as more than 80
percent of its revenue is drawn from a fee-per-departure
contract with UAL.  Mr. Neidl leaves Atlantic Coast's EPS
estimates unchanged at $1.23 in 2002 and $1.55 in 2003.

Blaylock's ratings system consists of "buy," "hold" and "sell"
recommendations.  Investment banking stocks have a "not rated"
designation. Institutional investors interested in receiving
more information should contact Mr. Neidl at 212/715-6627 --
rneidl@blaylocklp.com   Journalists interested in receiving
copies of the research reports should contact Dao Tran at
dtran@starkmanassociates.com  

Based in New York, Blaylock & Partners, L.P., has been ranked by
Black Enterprise magazine as the number one minority-owned
investment banking firm for 1999 and 2000.  The firm has co-
managed four of the largest most recent IPOs -- Travelers
Property Casualty Corp., Prudential Financial, Inc., Kraft Foods
Inc., and Agere Systems Inc.  Blaylock & Partners is a member of
the NASD and SIPC.

Blaylock & Partners, L.P., is a member of the National
Association of Securities Dealers, CRD number 35669.


BIG CITY RADIO: Fails to Satisfy AMEX Listing Requirements
----------------------------------------------------------
Big City Radio, Inc., (Amex:YFM) received a letter from the
American Stock Exchange advising the Company that the Exchange
plans to file an application with the Securities Exchange
Commission to strike the Company's common stock from listing and
registration on the Exchange.

The letter cited the Company's failure to satisfy Exchange
continued listing standards regarding stockholders' equity and
losses from continuing operations, as well as the failure of the
Company to submit a plan to the Exchange demonstrating that the
Company will be able to regain compliance with such continued
listing standards. The Exchange has further advised the Company
that it has a limited right to appeal the determination by the
Staff of the Exchange, which determination will become final on
November 7, 2002 in the absence of an appeal by the Company by
such date. The Company intends to appeal the Staff's
determination. Any delisting of the Company's common stock from
the Exchange will likely have a material adverse effect on the
liquidity of the Company's common stock.

Big City Radio, Inc., owns radio broadcast properties in or
adjacent to major metropolitan markets and utilizes innovative
engineering techniques and low-cost, ratings-driven operating
strategies to develop these properties into successful
metropolitan radio stations. Big City Radio currently owns and
operates radio stations in New York, Los Angeles and Chicago,
three of the largest radio markets in the United States, and an
in-house radio rep firm.

                           *    *    *

As reported in Troubled Company Reporter's October 21, 2002
edition, certain holders of Big City Radio's 11-1/4% of Senior
Discount Notes due 2005 delivered to the Company a notice
declaring the principal and interest on all of the Notes to be
immediately due and payable.

The Company is now considering various alternatives including
the sale of assets and the restructuring of the Notes, although
there are no assurances that any such sales or restructuring
will be consummated. In the absence of such sales or
restructuring, the Company may need to file for protection under
the United States bankruptcy laws.


BIONUTRICS: Deloitte & Touche Bows-Out as Independent Auditors
--------------------------------------------------------------
On October 29, 2002, Bionutrics, Inc., received a notice of
resignation from Deloitte & Touche LLP, the Companys independent
auditors.

Bionutrics Inc., is repositioning itself as a product
development company and as such is engaged in discussions with
several potential marketing partners involving future branded
products including dietary supplements and functional food
products. New products will be based on new technology extending
beyond a tocotrienol platform. The Company has announced that it
has two new cardiovascular products; Vitenol E is a rice bran
extract and is a more effective antioxidant than standard
vitamin E. and CARDIO-CIN is based on Bionutrics's patented
niacin and soluble fiber composition. These products are
targeted to the cholesterol dietary supplement market. However,
they are not currently being marketed because of the Company's
lack of resources.

The Company requires additional financing of at least $4,000,000
to achieve its minimum corporate goals over the next 12 months.
The Company is currently in negotiations to secure this
necessary capital through equity private placements as well as
debt financing. The Company does not at this time have any
committed sources of financing, other than the Justicia equity
line of credit, the terms of which currently prohibit the
Company from drawing down any funds. There can be no assurance
that additional financing will be attainable on terms acceptable
to the Company, or at all, or at such time as the Company's
needs may require. Access to additional capital will depend
substantially upon prevailing market conditions, and the
Company's financial condition and prospects at the time. On July
18, 2001, the Company's common stock was delisted from the
Nasdaq SmallCap Market, and the shares are currently quoted on
the OTC Bulletin Board. As a result, activity in the Company's
common stock has declined substantially, which could adversely
affect the Company's ability to raise necessary capital. Such
additional financing may not be attainable, or attainable on
terms acceptable to the Company.  


BORDEN CHEMICALS: Gets OK to Extend DIP Agreement Until Year-End
----------------------------------------------------------------
Borden Chemicals and Plastics Operating Limited Partnership
sought and obtained approval from the U.S. Bankruptcy Court for
the District of Delaware to extend its DIP Financing Agreement
with BCP Management, Inc., providing on-going working capital
financing through December 31, 2002.

The Debtors obtained authority to borrow up to an aggregate
amount of $7,500,000 from BCPM.  Funds loaned by BCPM to BCP
shall constitute an allowed administrative expense under the
Bankruptcy Code.

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

Borden Chemical & Plastics' 9.50% bonds due 2005 (BCPU05USR1),
DebtTraders says, are trading at half a penny on the dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BCPU05USR1
for real-time bond pricing.


BRIGHTPOINT INC: Appoints Daily and Roedel as New Directors
-----------------------------------------------------------
Brightpoint, Inc. (NASDAQ:CELL) -- whose corporate credit is
currently rated by Standard & Poor's at B -- announced that the
board of directors has expanded the board to nine members and
appointed two new directors. Both directors satisfy the proposed
NASDAQ rules relating to independence.

Catherine M. Daily has been appointed to serve as a Class III
director. Catherine is the David H. Jacobs Chair of Strategic
Management in the Kelley School of Business, Indiana University.
She received her Ph.D. degree in Strategic Management from the
Kelley School of Business, Indiana University. Prior to joining
the faculty at the Kelley School of Business, she served on the
faculties of Purdue University and The Ohio State University.
Catherine is an internationally recognized author and speaker on
the topic of corporate governance. Her published work in this
area can be found in respected practitioner and academic outlets
such as Directors & Boards, Across the Board, California
Management Review, Strategic Management Journal, and Academy of
Management Journal.

Richard W. Roedel, has been appointed to serve as a Class II
director and Chairperson of the Company's Audit Committee. In
addition, the Board of Directors has designated Mr. Roedel as a
"financial expert" within the meaning of Section 407 of the
Sarbanes-Oxley Act of 2002 and the proposed SEC rules relating
to Section 407. Richard was from 1999 to 2000 Chairman and Chief
Executive Officer of BDO Seidman, the United States member firm
of BDO International. BDO Seidman has more than 35 offices and
175 alliance firm locations in the Unites States. BDO
International has a global distribution network of resources
comprised of more than 590 member firm offices in 99 countries.
Before becoming Chairman and Chief Executive Officer, he was the
Managing Partner of BDO Seidman's New York Metropolitan Area
from 1994 to 1999, the Managing Partner of its Chicago office
from 1990 to 1994 and an Audit Partner from 1985 to 1990. Mr.
Roedel received a B.S. degree from The Ohio State University and
is a Certified Public Accountant.

"My desire is to improve Brightpoint's Board by implementing
'best practices' in corporate governance as well as in the
financial and accounting areas," Robert J. Laikin, Chairman of
the Board and Chief Executive Officer of Brightpoint, Inc. said.
"The appointment of these two noted experts, in these critical
areas, will provide great benefits to Brightpoint's
shareholders."

Catherine M. Daily stated, "Publicly-traded firms will face an
increasingly challenging environment with regard to corporate
governance. I am extremely pleased with Brightpoint's commitment
to be among the leaders on this dimension and look forward to
working with the Board and firm's management to implement this
objective."

"I look forward to working with other members of the board to
provide guidance and support to the Company's management to help
position Brightpoint for the future. I'm particularly delighted
to be part of an organization with the level of commitment
Brightpoint demonstrates to execute strategies for long-term
growth and profitability," said Richard W. Roedel.

Brightpoint is one of the world's largest distributors of mobile
phones. Brightpoint supports the global wireless
telecommunications and data industry, providing quickly
deployed, flexible and cost effective third party solutions.
Brightpoint's innovative services include distribution, channel
management, fulfillment, eBusiness solutions and other
outsourced services that integrate seamlessly with its
customers. Additional information about Brightpoint can be found
on its Web site at http://www.brightpoint.com


BUDGET GROUP: Court Okays Lazard Freres as Investment Bankers
-------------------------------------------------------------
Budget Group Inc., and its debtor-affiliates obtained permission
from the U.S. Bankruptcy Court for the District of Delaware to
retain Lazard Freres & Co. LLC, in connection with the
formulation, analysis and implementation of various options for
a restructuring, reorganization or other strategic alternatives.

The scope of Lazard's services to the Debtors includes, but are
not limited to:

-- Reviewing and analyzing the Debtors' businesses, operations
    and financial projections,

-- Evaluating the Debtors' potential debt capacity in light of
    the projected cash flows,

-- Assisting in the determination of an appropriate capital
    structure for the Debtors,

-- Assisting in the determination of a range of values for the
    Debtors on a going concern and liquidation basis,

-- Advising the Debtors on tactics and strategies for
    negotiating with its various groups of creditors,

-- Rendering financial advice to the Debtors and participate in
    meetings or negotiations with the creditors in connection
    with any Restructuring Transaction,

-- Advising the Debtors on the timing, nature, and terms of any
    new securities, other consideration or the inducements to be
    offered to its creditors in connection with any
    Restructuring Transaction and provide all investment banking
    set vices reasonably related to the sale and placement of
    private or public debt and equity,

-- Assisting the Debtors in preparing any documentation required
    in connection with the implementation of any Restructuring
    Transaction,

-- Providing financial advice and assistance to the Debtors in
    developing and obtaining confirmation of a Reorganization
    Plan, and as the same may be modified from time to time,

-- Assessing the possibilities of bringing in new lenders and
    investors to replace, repay or settle with any of the
    creditors,

-- Advising the Debtors with respect to the structure of and
    negotiations relating to a Sales Transaction, defined in
    the Engagement letter between Lazard and the Debtors as "the
    sale or disposition of all or any substantial portion of the
    Company's assets, whether pursuant to a Section 363 sale or
    otherwise",

-- Assisting in arranging financing -- including DIP financing
    and exit financing -- for the Debtors,

-- Advising and attending meetings of the Debtors' Board of
    Directors and its committees, and

-- Providing testimony, as necessary, in any proceeding in any
    judicial forum.

Lazard will charge the Debtors:

A. A $200,000 monthly financial advisory fee, payable until
    the earlier of the completion of a Restructuring Transaction
    or the termination of Lazard's engagement,

B. In the event that the Company consummates a Restructuring
    Transaction, the Company will pay Lazard a $4,800,000
    restructuring transaction fee, payable promptly upon the
    substantial consummation of the Restructuring,

C. In the event that the Company consummates a Sale Transaction,
    the Company will pay Lazard a $4,800,000 sale transaction
    fee, payable upon closing, and

D. In the event that a transaction qualifies as both a
    Restructuring Transaction and a Sale Transaction, Lazard
    will only be entitled to one of these fees. (Budget Group
    Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
    Service, Inc., 609/392-0900)    


CD WAREHOUSE: Commences Store Closing Sales at 23 Locations
-----------------------------------------------------------
Store closing sales have begun at 23 CD Warehouse Inc., store
locations in California, Florida, Louisiana, Oklahoma and Texas.
Stores in San Diego, California, operate under the name Music
Trader. All other CD Warehouse Inc., stores remain open and are
conducting business as usual.

CD Warehouse, Inc., has selected Hilco Merchant Resources to
conduct the sale events at these locations. The selection was
approved by The United States Bankruptcy Court for the Western
District of Oklahoma.

Over $9 million of inventory will be liquidated during the sale
period. Music lovers will find discounts on products that are
not normally discounted. CD Warehouse has a huge selection of
prerecorded music and movies including CDs, cassettes and DVDs.
The timing of the sale will provide an excellent opportunity to
stock up on holiday gifts at outstanding savings.

Currently, signs are being hung in the 23 stores being closed
and deep discounts are being taken on all merchandise. Consumers
will be able to take advantage of substantial discounts on all
the inventory.

Christopher Salyer, Chief Executive Officer of CD Warehouse
stated, "We are closing these under performing stores as part of
our reorganization and restructuring. This will allow management
to concentrate on franchising and the stores that are providing
a positive contribution."

CD Warehouse currently has more than 250 retail stores, both
franchise and company owned. CD Warehouse franchises and
operates retail music stores in 33 states, The District of
Columbia, England, Thailand, Guatemala, Canada and Venezuela
under the names "CD Warehouse", "Disc-Go-Round", "CD Exchange",
and "Music Trader". CD Warehouse stores buy, sell and trade pre-
owned compact discs, DVD's and games with their customers as
well as a full complement of new release compact discs and
various other music related items.

Anton Caracciolo, Executive Vice President & Principal of Hilco
Merchant Resources stated, "We are extremely pleased to have
been selected to participate in this important project. Hilco
Merchant Resources has tremendous expertise that will help
achieve maximum results for CD Warehouse, while protecting the
brand. We expect this to be a very short sale because of the
very desirable merchandise and outstanding values. Every item in
the stores makes an excellent gift."

Based in Northbrook, IL, Hilco Merchant Resources provides high
yield strategic retail inventory liquidation and store closing
services. Over the years, Hilco principals have disposed of
assets valued in excess of $30 billion. Hilco Merchant Resources
is part of the Hilco Organization, a provider of asset
valuation, acquisition, disposition and financing to an
international marketplace through eight specialized business
units. Hilco serves retailers, manufacturers, wholesalers,
distributors and importers, direct and through their financial
institutions and consulting professionals. Services include:
retail store, warehouse and factory closings, and inventory
liquidations, through sales and auctions; asset appraisals
covering retail and industrial inventory, machinery, equipment,
accounts receivables and real estate; disposition of commercial
and industrial real estate and leaseholds; purchase and
liquidation of distressed accounts receivables portfolios;
acquisition and re-marketing of excess wholesale consumer goods
inventories; and secured debt and equity financing. The Hilco
organization, headquartered in Chicago, has offices in Boston;
New York; Los Angeles; Miami; Atlanta; Flagstaff; Detroit; and
London, England. For more information please visit its Web site
at http://www.hilcotrading.com


CHAPARRAL RESOURCES: James Jeffs Resigns as Board Chairman & CEO
----------------------------------------------------------------
Chaparral Resources Inc., (OTCBB:CHAR) announced that the annual
meeting date for fiscal year 2001 will take place on Tuesday,
Dec. 10, 2002 at 10:00 a.m., in New York City at the Inter-
Continental Hotel. The record date for those shareholders
registered to vote at the annual meeting will be Oct. 30, 2002.

The Company also announced the resignation of James A. Jeffs,
the Company's chairman and chief executive officer, and a
restructuring of the Company's senior management team. Mr.
Jeffs, who resigned for personal reasons, has been replaced as
the Company's Chief Executive Officer by Nikolai D. Klinchev, an
existing director of the Company and General Director of Closed
Joint Stock Company Karakudukmunai, the Company's operating
subsidiary in the Republic of Kazakhstan.  Mr. Klinchev has over
20 years of petroleum and energy industry experience in
engineering and production management and has been a member of
the KKM board of directors since 1996. Ian Connor, managing
director of Kazkommertsbank, replaced Mr. Jeffs as chairman.  
Mr. Connor has served as managing director of Kazkommertsbank
since April 2001 and previously held senior executive officer
positions in brokerage and consultancy companies active in the
Former Soviet Union. He holds a degree in mathematics and is a
qualified member of the Institute of Charted Accountants in
England and Wales.

In addition to the resignation of Mr. Jeffs, the Company
announced that Michael B. Young, who had been based at the
Company's office in Houston, has resigned as the Company's vice
president-Finance and chief financial officer.  Mr. Young has
been replaced by Richard J. Moore, currently the finance
director of KKM, who will assume the title of vice president-
Finance and chief financial officer of the Company.  Mr. Moore
has served as KKM's finance director and has been a board member
of KKM since 1998. He has over 25 years experience in the
international petroleum industry, including 10 years of
experience in the F.S.U.

Commenting on the changes, Mr. Connor stated, "The board would
like to thank Mr. Jeffs and Mr. Young for their contribution to
the development of the Company and assistance during the
transition period following the acquisition of a controlling
stake in the Company by Central Asia Industrial Holdings N.V. We
believe that the prospects for the Company's existing operations
in Kazakhstan and the opportunity to add further assets places
the Company at an exciting juncture in its development. Mr.
Klinchev and Mr. Moore have the experience and requisite skills
to realize the next stage in the Company's development. As part
of this restructuring, the Company's investor relations and
certain reporting functions will continue to be located in
Houston, with the Company considering establishing a
representative office or other appropriate presence in
Kazakhstan."

Chaparral Resources Inc., is an international oil and gas
exploration and production company. The Company's only operating
asset is its participation in the development of the Karakuduk
Field through KKM, of which Chaparral is the operator. The
Company owns directly and indirectly a 60% ownership interest in
KKM with the other 40% ownership interest being held by Joint
Stock Company KazMunayGaz, the government-owned oil company.
Central Asia Industrial Holdings, a private investment holding
company, holds a majority interest in Chaparral and is a
significant investor in the Kazakh oil sector.

                         *    *    *

As previously reported, Chaparral Resources and Central
Asian Industrial Holdings N.V., completed a previously
disclosed restructuring of the Company.  The restructuring
included a total equity and debt capital infusion of $45 million
into the Company and Closed Joint Stock Company Karakudukmunai.  
As part of the transaction, the Company repaid a substantial
portion of its outstanding loan with Shell Capital Inc., CAIH
assumed and restructured the remaining balance of the Shell
Capital Loan, and all related legal proceedings were
discontinued.

At June 30, 2002, Chaparral's balance sheets shows a working
capital deficit of about $1.5 million.


CONSECO INC: S&P Says Uncertainty Leaves Creditors "Vulnerable"
---------------------------------------------------------------
Standard & Poor's Ratings Services said that transaction
performance played a significant role in the positive rating
activity in the U.S. RMBS sector during the third quarter, as
each of the 58 upgrades resulted from strong performance.

By comparison, only two of the lowered ratings resulted from
poor collateral performance.

The 73 remaining downgrades initiated during the period occurred
on Aug. 9 and Sept. 19 as a result of the two downgrades
involving Conseco Finance, which provides the limited guarantee
in these transactions. The transactions that experienced rating
changes during the quarter involved various types of collateral,
including prime, home equity, home improvement, and
nonperforming. As with previous quarters, transactions backed by
prime collateral experienced the most upgrades, followed by home
equity-backed transactions.

However, lowered ratings outpaced raised ratings in the third
quarter: 32 subprime ratings were lowered and six ratings were
lowered on transactions backed by high combined loan-to-value
collateral. Conventional home improvement transactions realized
36 lowered ratings. These downgrades were initiated because each
of the certificates has credit support from a limited guarantee
provided by Conseco Finance and monthly excess spread.

"Standard & Poor's believes the uncertainty created by Conseco
Inc.'s difficulties, and the fact that Conseco Finance does not
enjoy regulatory protection, leaves its creditors significantly
vulnerable," said Ernestine Warner, a Director in Standard &
Poor's Structured Finance Surveillance group. "Additionally,
without the use of the limited guarantee, the monthly excess
spread may be insufficient to protect against losses during the
life of the transactions."

Despite the Conseco-related downgrades, however, subprime
transactions experienced a rise in upgrade activity during the
most recent quarter, analysts say. There were 13 raised and 32
lowered ratings on subprime transactions during the third
quarter, which affected deals from 11 issuers. The transactions
with raised ratings were issued between 1993 and 2000 and have
significantly benefited from the shifting interest structure,
which was accelerated by their relatively high prepayment
speeds-the chief contributor to the growth in credit support
percentages for these transactions.

Standard & Poor's is a leader in providing highly valued
financial data, analytical research and investment and credit
opinions to the global capital markets. With more than 5,000
employees located in 18 countries, Standard & Poor's is an
integral part of the world's financial architecture. Additional
information is available at http://www.standardandpoors.com

Conseco Inc.'s 10.75% bonds due 2008 (CNC08USR1), DebtTraders
reports, are trading at 27 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CNC08USR1for  
real-time bond pricing.


CONTINENTAL AIRLINES: Fitch Cuts Ratings on 3 EETC Transactions
---------------------------------------------------------------
Fitch Ratings downgrades three enhanced equipment trust
certificate (EETC) transactions backed by payments from
Continental Airlines Inc.:

      -- Continental Airlines floating enhanced aircraft trust
         securities (FEATS), series 2000;

      -- Aircraft Indebtedness Repackaging Trust (AIRT), series
         1998-1;

      -- Aircraft Indebtedness Repackaging Trust (AIRT), series
         1998-2.

The ratings changes are detailed below.

The rating actions reflect Fitch's downgrade of Continental
Airlines, Inc.'s unsecured debt to 'CCC+' from 'B-'. The rating
actions also reflect Fitch's concern that the collateral that
supports the EETC transactions has suffered value impairment in
addition to that suffered in the months following September 11.
The FEATS transaction is placed on Rating Watch Negative, while
the two AIRT transactions remain on Rating Watch Negative.

In response to continued weak prices and deteriorating volumes,
most U.S. airlines, including Continental, have announced
comprehensive cost cutting programs, which include system wide
fleet capacity reduction programs. These are in addition to
those instituted in the months after September 11.

While the above mentioned capacity reduction programs should
help the global imbalance of supply and demand for aircraft in
the long run, in the short run it appears that utilization
rates, lease rates, and values of many aircraft types are
starting to suffer. Given Fitch's expectation that the state of
the U.S. airline and aircraft industries will be particularly
tenuous during the next three months, it is highly likely that
further value impairment for many aircraft types could occur.

Fitch's EETC rating criteria relies on the credit quality of the
underlying obligor and the loan to value of the aircraft
collateral backstopping the transaction. EETC ratings are linked
to the underlying obligor's credit quality.

                   Ratings downgraded:

          Continental Airlines FEATS, series 2000

      -- Class A to 'A-' from 'A+';

      -- Class B to 'B+' from 'BB';

      -- All classes are placed on Rating Watch Negative.

    Aircraft Indebtedness Repackaging Trust, series 1998-1

      -- Class A to 'BB' from 'BBB+';

      -- Class B to 'B' from 'BB';

      -- Class C to 'B' from 'BB';

      -- All classes remain on Rating Watch Negative.

   Aircraft Indebtedness Repackaging Trust, series 1998-2

      -- Class A to 'BB' from 'BBB+';

      -- Class B to 'B' from 'BB';

      -- Class C to 'B' from 'BB';

      -- All classes remain on Rating Watch Negative.

Continental Airlines' 8% bonds due 2005 (CAL05USR1) are trading
at 50 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CAL05USR1for  
real-time bond pricing.


CONTINENTAL AIRLINES: Blaylock Ups Rating Recommendation to Buy
---------------------------------------------------------------
Blaylock & Partners' airlines and transportation analyst Ray
Neidl has upgraded his ratings recommendations to "Buy" from
"Hold" for Continental Airlines, Inc. (NYSE: CAL).  

In his reports Mr. Neidl writes that his upgrades stem from
UAL's reduced chances of filing for bankruptcy, based on
Tuesday's announcement that it had reached an in-principle
agreement with German bank KFW to restructure $500 million in
debt.  The company also reached a tentative agreement with the
Transport Workers Union on labor cost savings, which awaits
approval from the Labor Committee of the UAL Board and the board
itself.  Mr. Neidl notes that UAL's request from the ATSB for a
$1.8 billion in federal loan guarantees looks promising as the
ATSB recently approved loan guarantees for smaller carriers.

UAL's encouraging news shows it less likely that Continental,
which has been trading at near-bankruptcy levels, will declare
bankruptcy.  

Blaylock's ratings system consists of "buy," "hold" and "sell"
recommendations.  Investment banking stocks have a "not rated"
designation. Institutional investors interested in receiving
more information should contact Mr. Neidl at 212/715-6627 --
rneidl@blaylocklp.com   Journalists interested in receiving
copies of the research reports should contact Dao Tran at
dtran@starkmanassociates.com  

Based in New York, Blaylock & Partners, L.P., has been ranked by
Black Enterprise magazine as the number one minority-owned
investment banking firm for 1999 and 2000.  The firm has co-
managed four of the largest most recent IPOs -- Travelers
Property Casualty Corp., Prudential Financial, Inc., Kraft Foods
Inc., and Agere Systems Inc.  Blaylock & Partners is a member of
the NASD and SIPC.

Blaylock & Partners, L.P., is a member of the National
Association of Securities Dealers, CRD number 35669.


CORRECTIONAL SERVICES: Completes New $31-Million Credit Facility
----------------------------------------------------------------
Correctional Services Corporation (Nasdaq:CSCQ) has completed
the refinancing of substantially all of its long-term debt. The
Company entered into a new $31.0 million credit facility with GE
Capital consisting of a $19.0 million three-year revolving
credit facility and a $12.0 million two-year term loan.

Proceeds from the refinancing were used to repay and terminate
the Company's revolving line of credit and operating lease
arrangement with Fleet Bank. The outstanding balance on the new
facility at closing was approximately $19.3 million. Incremental
availability will be used to provide working capital.

Bernard A. "Skip" Wagner, Senior Vice President and Chief
Financial Officer, stated, "We are pleased with the confidence
and support expressed by GE Capital. The refinancing is an
important step in allowing the Company to finalize its
restructuring initiatives. We are continuing to improve our
balance sheet which will be further enhanced as the Company
completes its asset-sale program."

Additional information regarding the Company's refinancing will
be contained in the Company's Form 10-Q for the quarter ended
September 30, 2002 to be filed on or before November 14, 2002.

Through its Youth Services International subsidiary, the Company
is the nation's leading private provider of juvenile programs
for adjudicated youths with 24 facilities and 3,700 juveniles in
its care. In addition, the Company is a leading developer and
operator of adult correctional facilities operating 11
facilities representing approximately 4,300 beds. On a combined
basis, the Company provides services in 14 states and Puerto
Rico, representing approximately 8,000 beds including aftercare
services.

At June 30, 2002, the company's working capital deficit dropped
to about $4 million.


CSC HOLDINGS: Moody's Reviewing Ratings for Possible Downgrade
--------------------------------------------------------------
Moody's Investors Service continues its review of CSC Holdings'
ratings for possible downgrade. CSC is a subsidiary of
Cablevision Systems Corporation.

           Ratings on Review for Possible Downgrade  

      - $3.7 billion of Senior Unsecured Notes - B1

      - $600 million of Senior Subordinated Notes - B2

      - $1.5 billion of Preferred Stock - B3

      - Senior Unsecured Issuer Rating - B1

      - Senior Implied Rating - Ba3

The action follows the announcement that the company will be
selling its stake in the Bravo network to NBC, to net about $1
billion in value.

Moody's prime concern for the company is its liquidity issues,
which the Investors Service predicts will not get much of a
boost from the Bravo sale. It is the potential sale of certain
of the company's other assets, Moody's expects, which would gain
for the company substantial deleveraging and a more certain
equity boost.  

CSC Holdings, headquartered in Bethpage, New York, is a cable
operator serving about 3 million subscribers mostly in the
Metropolitan New York area.


CUMMINS INC: S&P Rates Bank Loan & Senior Unsecured Notes at BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its double-'B'-plus
rating to Cummins Inc.'s new three-year $385 million senior
secured credit facility. At the same time, Standard & Poor's
assigned its double-'B'-plus rating to the company's new $200
million senior notes due 2010. Proceeds from the new senior
notes will be used to refinance near-term debt maturities,
reduce outstanding borrowing on thecompany's revolving credit
facility, and for general corporate purposes. Additionally,
Standard & Poor's affirmed its double-'B'-plus corporate credit
rating on Cummins. The outlook is negative.  

"Ratings reflect Cummins' solid business positions within highly
competitive and cyclical markets, combined with a somewhat
aggressive financial profile," said Standard & Poor's credit
analyst Eric Ballantine.

Cummins is a leading global manufacturer of diesel engines,
natural gas engines and engine components, power-generation
systems, and engine-filtration and exhaust systems. The
company's principal end markets are heavy- and medium-duty
truck; bus; light commercial vehicle; and industrial markets
(including construction, mining, agricultural, marine, rail, and
government). The company has decent geographic diversity, with
about 47% of sales generated outside the U.S. Cummins continues
to experience very weak market conditions in the U.S.,
especially in power generation, and the company's heavy-duty
truck engine business is expected to remain depressed over the
next several quarters.

As of September 30, 2002, total debt to EBITDA was around 3.3
times and funds from operations to total debt was around 19%.
Cummins continues to focus on improving its cost structure by
reducing excess overhead, consolidating facilities, and
improving its global sourcing of components. These initiatives
should help improve the company's financial performance in the
longer term. In the intermediate term, total debt to EBITDA is
expected to be around 3x and FFO to total debt is expected to
average about 20% to 25%.

The company's new bank facility is rated the same as the
corporate credit rating. The facility is a $385 million, three-
year revolving facility. The facility is secured by
substantially all of the assets of the parent company and its
domestic subsidiaries (excluding principal properties). This
includes receivables, inventory, and a pledge of stock in the
company's domestic subsidiaries and a two-thirds pledge of stock
in its foreign subsidiaries. Financial covenants include minimum
net worth, minimum fixed-charge coverage, and maximum leverage.
Standard & Poor's used its discrete asset value analysis to
determine the potential for recovery of principal and interest
in a default or liquidation scenario. In this analysis, the
assets are valued in a distressed scenario to determine if
sufficient collateral exists to cover the entire loan
facility. The analysis suggests that in a distressed scenario,
there would be a meaningful recovery of principal in the event
of default or liquidation, despite potentially significant loss
exposure.

If market conditions remain depressed beyond current
expectations, further stretching the company's financial
profile, the ratings could be lowered.


DELTA AIRLINES: Blaylock Maintains "Buy" Rating Recommendation
--------------------------------------------------------------
Blaylock & Partners' airlines and transportation analyst Ray
Neidl continues to recommend Delta Airlines as a "Hold."

Blaylock's ratings system consists of "buy," "hold" and "sell"
recommendations.  Investment banking stocks have a "not rated"
designation. Institutional investors interested in receiving
more information should contact Mr. Neidl at 212/715-6627 --
rneidl@blaylocklp.com   Journalists interested in receiving
copies of the research reports should contact Dao Tran at
dtran@starkmanassociates.com  

Based in New York, Blaylock & Partners, L.P., has been ranked by
Black Enterprise magazine as the number one minority-owned
investment banking firm for 1999 and 2000.  The firm has co-
managed four of the largest most recent IPOs -- Travelers
Property Casualty Corp., Prudential Financial, Inc., Kraft Foods
Inc., and Agere Systems Inc.  Blaylock & Partners is a member of
the NASD and SIPC.

Blaylock & Partners, L.P., is a member of the National
Association of Securities Dealers, CRD number 35669.

Delta Air Lines, the #3 US carrier (behind UAL's United and
AMR's American), is expanding its US regional operations while
building a global alliance. With hubs in Atlanta, Dallas/Fort
Worth, Cincinnati, New York City (Kennedy), and Salt Lake City,
Delta flies to 205 US cities and about 45 foreign destinations.
It also serves more than 220 US cities and nearly 120
destinations abroad through code-sharing agreements. In the US,
Delta owns regional carriers Delta Express, Atlantic Southeast,
and COMAIR. Internationally, it has formed the SkyTeam alliance
with Air France, AeroMexico, and Korean Air Lines to compete
with rival alliances Star and Oneworld. Delta also owns 40% of
computer reservation service WORLDSPAN.

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


DELTA DENTAL: A.M. Best Assigns Initial Rating of B++pd
-------------------------------------------------------
A.M. Best Co., has assigned an initial rating of B++pd to Delta
Dental of Missouri.

The rating of DDPM reflects its three-year trend of favorable
earnings and its good capital position. Offsetting these
strengths are DDPM's limited geographic operating area and its
high ratio of common stocks to invested assets.

A pd rating is an A.M. Best opinion rating of the long-term
financial strength of an insurer or reinsurer. The rating is
expressed using the same rating scale and definitions as an A.M.
Best interactive rating of long-term financial strength, but a
pd rating modifier has been added to ensure the user is aware of
the more limited information basis for the rating. The pd rating
does not reflect the detailed interviews of senior management
and access to non-public data and other information, which plays
a significant role in the interactive rating analysis. Best's
Public Data Ratings are replacing Best's Qualified Ratings.

A.M. Best Co., established in 1899, is the world's oldest and
most authoritative insurance rating and information source. For
more information, visit A.M. Best's Web site at
http://www.ambest.com


DEUTSCHE MORTGAGE: Fitch Cuts Ratings on Classes K & L to B-/CC
---------------------------------------------------------------
Deutsche Mortgage & Asset Receiving Corp.'s commercial mortgage
pass-through certificates, series 1998-C1, the $22.7 million
class K is downgraded to 'B-' from 'B' and $40.9 million class L
is downgraded to 'CC' from 'CCC' by Fitch Ratings.

The following classes are affirmed by Fitch: $260.8 million
class A-1, $852.4 million class A-2, and interest-only class X
certificates at 'AAA', $109 million class B at 'AA', $109
million class C at 'A', $99.9 million class D at 'BBB', $27.2
million class E at 'BBB-', $45.4 million class F at 'BB+', $45.4
million class G at 'BB', $18.2 million class H at 'BB-' and
$22.7 million class J at 'B+'. The $35.2 million class M
certificates are not rated by Fitch. The rating actions follow
Fitch's annual review of the transaction, which closed in March
1998.

The downgrades reflect continuing deterioration in the pool's
collateral performance and a high percentage of loans expected
to incur losses. As of the October 2002 distribution date, 22
loans (7.8% of pool) were in special servicing, including 18
delinquent loans (6%): three 30-day delinquent (0.43%), six 90-
day delinquent (2.4%), and nine real estate owned (3.2%).
Significant losses are expected on the REO loans. Realized
losses in the pool total $5.7 million to date.

Eight of the REO loans (Healthcare Capital loans) are a group of
cross-collateralized, cross-defaulted loans, secured by skilled
nursing homes. At issuance, the facilities were net leased to
affiliates of Sun Healthcare Group, Inc., operating as Sunrise.
After Sun had filed Ch. 11 in October 1999 both the underlying
collateral and the collateral performance deteriorated
substantially. This decline resulted in an agreement with the
borrower and Sun for cooperative return of the properties and
transfer of the operations to the trust. In 2001, the New
Orleans, LA property was sold for $1.4 million and the
Springfield MO property was sold for $500,000; the total
exposure on these loans was $8.9 million and $4.7 million,
respectively. The realized losses on these loans have not been
taken so far due to the cross-collateralization and cross-
default provisions. The remaining six loans (2.4% of pool)
became REO in 2002. While the total exposure on these six loans
is approximately $47.2 million, the appraised value is only
$20.3 million; one of these properties (0.6%) is currently under
contract; closing is set for year-end 2002.

The ninth REO loan (0.07%) is secured by an assisted living
facility in Fort Worth, Texas. The property is currently under
contract; closing is set for November 2002. Total exposure is
$1.6 million and losses of approximately $1 million are
expected.

Fitch is also somewhat concerned about the Clipper loans, a
group of six cross-collateralized, cross-defaulted loans (1%),
net leased to affiliates of Sun. The loans matured in February
2000. Although Sun has affirmed the leases on these facilities
and the loans remain current, negotiations are still underway to
extend the loans' maturity date. The trailing-12-months (as of
March 2002) weighted average debt service coverage ratio for
these loans was 0.83x times, compared to 1.18x at issuance.

As of the October 2002 distribution date, the certificates were
collateralized by 364 well-diversified mortgage loans. The
pool's aggregate certificate balance has been reduced by
approximately 7.5% to $1.69 billion from $1.82 billion at
issuance. ORIX Real Estate Capital Markets, LLC, the master
servicer, collected YE 2001 property operating statements for
96% of the pool. The YE 2001 WADSCR increased to 1.55x from
1.54x as of YE 2000 and 1.39x at issuance. Of the loans with YE
2001 financials, 10% reported a DSCR below 1.00x.

The rating actions reflect increased probability of default for
a number of loans in the pool. Fitch ran a stress scenario, in
which specially serviced, delinquent and other potentially
problematic loans were assumed to default with various loss
severities. The required subordination levels based on the
remodeling of the pool exceeded the current subordination
levels. As a result of this analysis, Fitch deemed it necessary
to downgrade classes K and L. Fitch will continue to monitor
this transaction, as surveillance is ongoing.


DURANGO: Fitch Affirms B+ Ratings on Senior Unsecured Notes
-----------------------------------------------------------
Fitch Ratings has affirmed its 'B+' ratings of Corporacion
Durango's senior unsecured notes due in 2003, 2006, 2008, and
2009. The outstanding amount of debt for these notes is $18.2
million, $301.7 million, $10.3 million and $175.0 million,
respectively. The Rating Outlook for these notes has been
changed to Stable from Positive.

The 'B+' rating continues to reflect the high level of debt at
Durango and its subsidiaries, relative to cash flow from
operations (EBITDA). Durango finished the period ended September
30, 2002 with $835 million of total debt and only $30 million of
cash and marketable securities. During the next 12 months, the
company has approximately $132 million of debt coming due. The
rating also takes into consideration Durango's significant
amount of exposure to the financial condition of clients in
Mexico, with nearly $179 million of receivables outstanding at
the end of September.

In an attempt to shore up its liquidity, earlier in the year the
company announced its intent to sell some assets or enter into
some strategic joint ventures. By the end of 2002, the company
plans to raise more than $100 million from such efforts. These
assets sales are factored into the 'B+' rating.

The change in the Rating Outlook to Stable from Positive
reflects a poor third quarter performance by the company. As a
result, the assets sales will not have as large of an impact
upon the company's capital structure as originally indicated.
The change in Rating Outlook also reflects a significant
downward revision by the company in its midpoint EBITDA from
$240 million to $175 million. While the businesses that will be
sold account for some of the difference in this figure, they do
not represent the entire figure.

During the third quarter, Durango generated only $21 million of
EBITDA, a decline from $39 million in the same quarter of 2001.
The company's performance was hindered by a spike in the price
for old corrugated containers during the quarter. In addition,
during September, one of the recovery boilers exploded at the
company's plant in Georgia. As a result of this explosion, plus
the company's inability to lower production costs at this
facility, Durango shuttered its operations in Georgia. This
closure represents a significant setback for the company, as it
had spent more than $150 million on the facility, including
purchase price and capita expenditures, since 1999.

As a result of these recent events, on October 28, the company
announced an additional round of asset sales. By the middle of
2003, the company hopes to sell more than $110 million of
packaging assets in the United States. Durango intends to use
most of the proceeds from these sales for debt reduction. This
second round of asset sales and the resultant debt reduction has
not been factored into the company's credit rating.


ELCOM INT'L: Fails to Regain Compliance with Nasdaq Guidelines
--------------------------------------------------------------
Elcom International, Inc. (Nasdaq: ELCO), announced operating
results for its third quarter ended September 30, 2002.

As a result of the sale of the Company's United Kingdom
information technology products business in December 2001 and
the sale of certain assets and the assignment of the Company's
United States IT Products and services business in March 2002,
the attached income statement, balance sheet information and
financial summary table have been prepared giving effect to the
financial reporting requirements for discontinued operations,
pursuant to which all historical results of the IT Products and
services businesses are included in the results of discontinued
operations for all periods presented.  As a result, net sales,
gross profit (loss), operating loss and net loss from continuing
operations only reflect the Company's ongoing U.S. and U.K.
eProcurement and eMarketplace technology licensing and
consulting businesses.

In order to assist stockholders to better assess its progress,
the Company has included a summary financial table, reflecting
2002 sequential quarterly information from continuing
operations, in the Fairness Disclosure Section.

Net sales from continuing operations for the quarter ended
September 30, 2002, which represented eProcurement and
eMarketplace technology license and related fees, were $1.2
million compared to $0.4 million in the comparable quarter of
2001, an increase of $0.7 million or 160%. Net sales in the 2002
quarter included $0.9 million in license and professional
service fees related to the Company's Government of Scotland
PECOS Internet Procurement Manager system.  The Scottish
Government License agreement was signed in November 2001 and,
hence, did not impact the comparable 2001 quarter's financial
results.  At September 30, 2002, the Company had recorded $1.6
million of deferred revenue related to the Scottish Government
License, compared to $1.3 million as of June 30, 2002. As the
Company expects to recognize the majority of this deferred
revenue in its fiscal fourth quarter of 2002, it anticipates
recording higher sequential quarterly revenues for that period.  
In the nine-month period ended September 30, 2002, the Company
recorded net sales from continuing operations of $3.1 million
compared to $1.0 million in the comparable 2001 period, an
increase of $2.1 million, or 222%.  Included in the $3.1 million
of net sales in the 2002 nine-month period were $2.1 million in
license and professional service fees related to the Scottish
Government License.

The Company reported an operating loss from continuing
operations of $2.4 million for the quarter ended September 30,
2002 compared to a $7.0 million operating loss reported in the
comparable quarter of 2001, an improvement of $4.7 million, or
66%.  This improvement in the operating loss from continuing
operations in the third quarter of 2002 compared to the 2001
quarter reflects the higher net sales generated during the 2002
quarterly period compared to the 2001 comparable quarter, in
addition to a $2.8 million reduction in selling, general and
administrative expenses and a reduction in asset impairment
charges of $1.0 million. The reduction in SG&A resulted from the
Company's on-going cost containment measures designed to align
its infrastructure costs to reflect lower than anticipated
technology-related revenues due to the continuing soft economy.  
The principal reductions in SG&A expenses in the third quarter
of 2002 compared to the third quarter of 2001 resulted from
reductions in personnel and depreciation expenses of $1.8
million.

The Company's operating loss for continuing operations for the
nine months ended September 30, 2002 was $9.1 million compared
to $22.2 million for the same period last year, a reduction of
$13.1 million, or 59%.  As well as recording higher revenues in
the nine months ended September 30, 2002 compared to the 2001
period, the Company reduced its SG&A expenditures by $9.7
million, a reduction of 49%, reflecting the Company's on-going
cost containment measures described above.

The Company recorded a net loss from continuing operations for
the 2002 third quarter of $1.5 million, compared to a net loss
from continuing operations of $7.1 million in the third quarter
of 2001, an improvement of $5.6 million, or 78%.  In addition to
the increase in sales and the reduction in SG&A expenses, as
described above, the improvement in the Company's net loss in
the 2002 third quarter compared to the 2001 third quarter was
positively effected by a one-time gain of $650,000 related to
the settlement of a claim the Company had made against one of
its software vendors.  The net loss from continuing operations
for the nine-month period ended September 30, 2002 was $8.3
million as compared to $22.2 million in the same period last
year.

The Company reported a net profit from discontinued operations
of $87,000 in the third quarter of 2002, compared to a net
profit from discontinued operations in the comparable 2001
quarter of $333,000. The net loss from discontinued operations
for the nine-month period of 2002 was $1.4 million as compared
to a profit of $2.7 million for the same period last year.  
Included in discontinued operations were the financial results
related to the divested IT Products and services business in the
U.S. and the IT Products business in the U.K. During the third
quarter of 2002, the Company recorded a net gain resulting from
the divestiture of its U.S. IT Products and services business in
March 2002 of $167,000, specifically related to the release of
certain contingent sale proceeds previously held in escrow.

The Company's 2002 quarterly net loss from total operations
(includes both continuing and discontinued operations) was $1.3
million compared to $6.7 million in the 2001 quarter, an
improvement of $5.5 million, or 81%. Basic and diluted net loss
from continuing operations per share for the third quarter of
2002 were $0.05, compared with a basic and diluted net loss from
continuing operations per share of $0.23 in the third quarter of
2001.

The Company recorded a net loss from total operations of $8.6
million in the nine-month period ended September 30, 2002
compared to a net loss from total operations of $19.5 million in
the comparable 2001 period, an improvement of $10.9 million, or
56%. Basic and diluted net loss from continuing operations per
share for the nine-month periods ended September 30, 2002 and
2001 were $0.27 and $0.72, respectively.

The Company's cash and cash equivalents as of September 30, 2002
were $3.9 million. Other than finance leases incurred in the
normal course of business, the Company has no outstanding debt.
Although the Company recorded a net loss of $1.3 million for the
quarter ended September 30, 2002, cash and cash equivalents
decreased by $1.2 million between June 30, 2002 and September
30, 2002.  The principal differences between the net loss and
the decrease in cash and cash equivalents during the period were
due to recording non-cash items of $0.5 million, a net increase
in working capital of $1.1 million and other net items, which
increased by $0.6 million.

Although the Company recorded a net loss from total operations
of $8.6 million for the nine-month period ended September 30,
2002, cash and cash equivalents decreased by $6.9 million
between December 31, 2001 and September 30, 2002.  The principal
differences between the net loss and the decrease in cash and
cash equivalents during the period were due to recording non-
cash expenses of $2.7 million, a net increase in working capital
of $1.7 million and other net items, which decreased by $0.7
million.

As evidenced by the continued reduction in SG&A expenditures in
the third quarter of 2002, the Company's implementation of cost
containment programs has significantly reduced its expenses and
cash requirements from previous levels. As a result of the cost
containment programs and the expected recognition of deferred
revenue for the fourth quarter of 2002, the Company anticipates
that its operating loss from continuing operations will improve
in the 2002 fourth quarter compared to the 2002 third quarter.  
Continuing improvements in sequential revenues and operating
results from continuing operations in future periods will not
occur without generating sufficient incremental sales.  The
Company continues in its efforts to seek a strategic partner or
investor(s) for the purpose of raising additional capital.  
Alternatively, the Company may seek to sell certain assets
and/or rights to its technology in certain specific vertical
markets and/or geographics.  The Company believes that it has
sufficient liquidity to fund operations into February 2003
without raising additional capital.  See the Risk Factors in the
Company's 2001 Annual Report on Form 10-K.

Robert J. Crowell, Elcom International, Inc.'s Chairman and
Chief Executive Officer, stated, "We are pleased with our third
quarter results and believe that we can accelerate our sales
with the right strategic partner. Overall, given the state of
the economy and overall economic activity, especially
discretionary spending, we are pleased that we continue to see
activity with potential clients, primarily through our alliances
and channel partners."

Mr. Crowell continued, "We continue to seek the correct
strategic partner or investor from which we will have access to
necessary working capital and, if a commercial company, be able
to leverage their resources to bring our technology to wider
base of potential clients."

               Transfer of the Company's Listing
                 to the Nasdaq SmallCap Market

On August 1, 2002, the Company submitted an application to
transfer its common stock from the Nasdaq National Market to the
Nasdaq SmallCap Market. On August 11, 2002, the Company's
transfer was approved, effective immediately.  Continued listing
on the Nasdaq SmallCap Market is subject to meeting all of the
appropriate listing requirements, including a requirement to
maintain a $1.00 minimum bid price for ten consecutive trading
days prior to November 11, 2002.  As of the date of this press
release, the Company has not complied with this minimum bid
price requirement.  Hence, the Company will receive notice from
Nasdaq stating that the Company's common stock is subject to
delisting.  The Company has the right to, and intends to,
request a hearing before a  Nasdaq Listing Qualifications Panel,
during which time the Company's common stock will continue to
trade on the Nasdaq SmallCap Market pending the outcome of the
hearing.  If the Company's common stock is ultimately delisted,
the Company believes its common stock will be eligible to begin
trading on the Over-the-Counter Bulletin Board.  The OTCBB is a
regulated quotation service that displays real-time quotes, last
sales prices and volume information in over-the-counter equity
securities.

Elcom International, Inc., (Nasdaq: ELCO) is a leading
international provider of remotely-hosted eProcurement and
private eMarketplace solutions. Through its elcom, inc.
subsidiary, Elcom's innovative remotely-hosted technology
establishes the next standard of value and enables enterprises
of all sizes to realize the many benefits of eProcurement
without the burden of significant infrastructure investment and
ongoing content and system management.  PECOS Internet
Procurement Manager, elcom, inc.'s remotely-hosted eProcurement
and eMarketplace enabling platform was the first "live"
remotely- hosted eProcurement system in the world.  Additional
information can be found at http://www.elcominternational.com  

                         *    *    *

In its Form 10-Q filed with the Securities and Exchange
Commission on August 8, 2002, Elcom stated:

     "As of June 30, 2002, the Company had $5.1 million of cash
and cash equivalents and did not have any outstanding debt.  The
Company has incurred $82.2 million of cumulative net losses for
the three-year period ended December 31, 2001 and has incurred a
further net loss from total operations in the six-month period
ended June 30, 2002 of $7.3 million and anticipates recording a
loss for the full year ending December 31, 2002. In conjunction
with the cost containment measures the Company has taken in 2001
and 2002, and assuming projected revenues, the Company believes
it has sufficient liquidity to fund operations through the
fourth quarter of 2002 without the need to raise additional
capital.

     "The Company's consolidated financial statements as of
December 31, 2001, were prepared under the  assumption  that the
Company will continue as a going concern for the year ending  
December 31, 2002. The Company's independent accountants, KPMG
LLP, issued an audit report dated March 29, 2002 that included
an explanatory paragraph expressing substantial doubt regarding
the Company's ability to continue as a going concern through  
December 31, 2002, without additional capital becoming
available.  The Company's ability to continue as a going concern
is dependent upon its ability to generate revenue, attain
further operating efficiencies and attract new sources of
capital. The Company is in the process of seeking additional
capital, which would result in dilution for its shareholders.  
There can be no assurance that the Company will be able to raise
capital, or if so, on what terms or what the timing thereof  
might be.  The consolidated financial statements do not include
any adjustments that might result from the outcome of this
uncertainty."


ELITE LOGISTICS: Liquidity Must Improve to Avoid Bankruptcy
-----------------------------------------------------------
Elite Logistics, Inc. (OTCBB:ELOG), a telematics services
provider, was implementing a major restructuring plan and a
shift in business strategy.

In response to the company's inability to raise capital in the
face of the tight capital markets and a near-term liquidity
crisis confronting the company, Elite is implementing a planned
shift in business strategy. Effective immediately, it will shift
its focus from providing direct sales and support to end users
and channel partners to a business model focused on selling the
use of its deployable infrastructure and intellectual property
to a limited number of Original Equipment Manufacturers. This
shift will be implemented in the upcoming months. The change in
the company's business strategy will have an immediate negative
impact on the company's revenue. However, it is intended over
the long term to allow the company to move closer to achieving
positive cash flow and operating profitability.

As part of the company's new business strategy, the company will
also continue to pursue the defense and licensing of its patent
portfolio as a revenue stream.

As part of its restructuring plan, the company is negotiating
with interested parties the sale of its existing subscriber
base. The company's channel partner strategy will be modified to
better align to the new strategy during the next few months. The
company will also undergo a workforce reduction to balance the
resources and skills in the organization.

Over the next few weeks, the company will review the revised
plan with its existing creditors to address the company's
current credit and liquidity issues. In the event the company is
not able to overcome its current liquidity crisis and
restructure its outstanding financial requirements, the company
will be forced to seek relief under the United States Bankruptcy
Code.

Elite Logistics, Inc., is the parent company of Elite Logistics
Services, Inc., its wholly owned operating subsidiary based in
Freeport, Texas. Elite is best known for its family of
Intelligent Vehicle Systems that integrate global positioning
systems and two-way wireless telemetry technology to provide
Internet-enabled tracking and control of vehicles and other
assets. Elite's position as a market leader in the telematics
industry is supported by a strong intellectual property
portfolio that includes U. S. Patent No. 5,712,899. The "899
patent" discloses certain telematics technology and systems
including a mobile communications unit, configured to receive
and process signals generated by a Global Positioning System and
transmit them to a base communications unit and allow voice
communications between a mobile operator and an operator of a
base communications unit. For additional information, contact
Steve Harris -- sharris@elitelog.com -- or visit the Company's
Internet site at http://www.elitelog.com   


EMAGIN CORP: Promissory Note Maturity Further Extended to Nov 30
----------------------------------------------------------------
eMagin Corporation and The Travelers Insurance Company entered
into a ninth amendment agreement to amend and extend the
maturity date of the Convertible Promissory Note August 20,
2001, issued under the Note Purchase Agreement entered into
August 20, 2001 between eMagin and Travelers.  The amendment  
agreement extends the maturity date of the Travelers Convertible
Note from October 31, 2002 to November 30, 2002.

In addition, eMagin and Mr. Mortimer D.A. Sackler entered into a
third amendment agreement to amend and extend the maturity date
of the Secured Promissory Note dated June 20, 2002, issued under
the Secured Note Purchase Agreement entered into June 20, 2002,
between eMagin and Sackler.  Also, eMagin and Sackler entered
into a third amendment agreement to amend and extend the
maturity date of the Secured Convertible Promissory Notes,
issued under the Secured Note Purchase Agreement entered into as
of November 27, 2001, by and between eMagin and Sackler, as
amended by the Omnibus Amendment, Waiver and Consent Agreement
dated January 14, 2002, and the Subscription Agreements dated
January 14, 2002.  The amendment agreements extends the maturity
date of the Sackler Secured Note and the Sackler Secured  
Convertible Notes from October 31, 2002 to November 29, 2002.

In addition, eMagin and Ginola Limited, an assignee of Rainbow
Gate Corporation, entered into a third amendment agreement to
amend and extend the maturity date of the Secured Convertible
Promissory Note  dated November 27, 2002, issued under the
Secured Note Purchase Agreement entered into November 27, 2001,
between eMagin and Rainbow Gate Corporation, as amended by the
Omnibus Amendment, Waiver and Consent Agreement dated January
14, 2002. The amendment agreement extends the maturity date of
the Ginola Secured Convertible Note from October 31, 2002 to
November 29, 2002.

Further, eMagin and Mr. Jack Rivkin entered into a third
amendment agreement to amend and extend the  maturity date of
the Secured Convertible Promissory Note dated November 27, 2001,
issued under the Secured Note Purchase Agreement entered into
November 27, 2001 between eMagin and Rivkin.  The amendment
agreement extends the maturity date of the Rivkin Secured
Convertible Note from October 31, 2002 to November 30, 2002.


ENRON CORP: Broadband Unit Settles Claims Dispute with Level 3
--------------------------------------------------------------
Enron Corporation and its debtor-affiliates dispute that the
full amount invoiced by Level 3 pursuant to the Service
Agreements should be treated as administrative expenses of the
Debtors' estates under Section 503 of the Bankruptcy Code.

During discussions with respect to the Adversary Proceeding,
Level 3 also asserted a prepetition unsecured claim for
$4,496,858 relating to services provided under the Service
Agreement prepetition and which remains unpaid -- Unsecured
Claim.  Enron Broadband, on the other hand, asserted a claim
against Level 3 amounting to $2,700,000 arising out of an unpaid
invoice.

The Parties wish to resolve all issues concerning the Adversary
Proceeding, the Unsecured Claim and the Unpaid Invoice.  Thus,
the Parties entered into a Stipulation duly approved by the
Court, which provides that:

1. Effective September 19, 2002, Level 3 is granted an allowed
   administrative expense claim for $1,441,538 in Enron
   Broadband's Chapter 11 case;

2. Enron Broadband will pay Level 3, in immediately available
   funds, $1,441,538 on account of the Administrative Claim.
   The payment will constitute full and final satisfaction of
   the Administrative Claim;

3. The Service Agreements are deemed rejected pursuant to
   Section 365 of the Bankruptcy Code as of March 31, 2002, to
   the extent the Service Agreements have not previously been
   rejected or otherwise terminated by their terms;

4. Upon receipt of the Claim Payment, Level 3 waives its right
   to any claim against Enron Broadband or Enron North America
   in the Bankruptcy Case, including, without limitation, any
   claim for pre or postpetition services rendered in connection
   with the Service Agreements, the Unsecured Claim, or any
   claim for rejection damages to which it may be entitled under
   Section 365 of the Bankruptcy Code in connection with any
   rejection occurring pursuant to this Stipulation;

5. Level 3 will ask the Court for a dismissal of the Adversary
   Proceeding with prejudice; and

6. Each of the Parties releases each other from any claims,
   actions and liabilities in connection with the Service
   Agreement; provided, however, that the Releases will not
   affect, impede or otherwise impair their respective rights
   and obligations arising from this Stipulation. (Enron
   Bankruptcy News, Issue No. 46; Bankruptcy Creditors' Service,
   Inc., 609/392-0900)

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


ESSENTIAL THERAPEUTICS: Net Capital Deficit Tops $12M at Sept 30
----------------------------------------------------------------
Essential Therapeutics, Inc., (Nasdaq: ETRX) announced financial
results for the third quarter and the nine-month period ended
September 30, 2002.

Total revenues were $1.8 million in the third quarter of 2002 as
compared to $2.9 million in the third quarter of 2001. The
decrease was primarily due to a decrease in milestone revenue
from the Company's Research and License Agreement with a
division of Johnson & Johnson received in the third quarter of
2001.  Operating expenses increased from $5.2 million in the
third quarter of 2001 to $7.3 million. The increase of $2.1
million was driven by the inclusion of the operations of The
Althexis Company and Maret Pharmaceuticals in the third quarter
of 2002, subsequent to these acquisitions in October 2001 and
March 2002, respectively. Net loss allocable to common
shareholders for the third quarter of 2002 was $5.5 million as
compared to $2.3 million for the third quarter of 2001.

For the first nine months of 2002, total revenues were $7.2
million as compared to $7.4 million for the same period in 2001.
The decrease was primarily due to a decrease in milestone
revenue from the Company's Research and License Agreement with a
division of Johnson & Johnson received in the third quarter of
2001. Operating expenses increased to $42.3 million for the
first nine months of 2002 from $16.2 million in the same period
of 2001, due to the previously disclosed $10.7 million
restructuring charge incurred in the second quarter of 2002, the
$7.7 million non-cash charge for purchased in-process research
and development associated with the acquisition of Maret
Pharmaceuticals incurred in the first quarter of 2002, as well
as the inclusion of the operations of The Althexis Company and
Maret Pharmaceuticals in the first nine months of 2002,
subsequent to their respective acquisitions in October 2001 and
March 2002. Excluding the restructuring charge and the charge
for in-process research and development discussed above,
operating expenses were $23.9 million for the nine months ended
September 30, 2002 as compared to $16.2 million for the same
period of 2001.  Net loss allocable to common shareholders for
the first nine months of 2002 was $35.5 million as compared to
$8.3 million in the comparable period in 2001. The Company had
$40 million in cash and cash equivalents at September 30, 2002.

At September 30, 2002, the Company's balance sheets show a total
shareholders' equity deficit of close to $12 million.

The Company also announced that it has initiated another Phase I
trial for ETRX 101 utilizing a higher dose than the previous
studies. The Company will use the results of this Phase I trial
in determining whether it will take ETRX 101 into a Phase II
program. If the Company moves into Phase II, trials would be
initiated in the first half of 2003.

Essential Therapeutics is committed to the development of
breakthrough biopharmaceutical products for the treatment of
life-threatening diseases. With an emerging pipeline of lead
programs and product candidates in the anti-infective and
hematology/oncology therapy areas, Essential Therapeutics is
dedicated to commercializing novel small molecule products
addressing important unmet therapeutic needs. Additional
information on Essential Therapeutics can be obtained at
http://www.essentialtherapeutics.com  


EXIDE: Settles Disputes re Master Loan Pact with BTM Capital
------------------------------------------------------------
Exide Technologies and its debtor-affiliates sought and obtained
Court approval of a stipulation with BTM Capital Corp., in order
to settle their disputes regarding their prepetition Master Loan
and Security Agreement.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl Young & Jones
P.C., in Wilmington, Delaware, recounts that on March 15, 1996,
the Debtors and BTM entered into the Master Loan and Security
Agreement, which list the equipment that was financed pursuant
to the loan.  On March 29, 1996, the Debtors executed in favor
of BTM the Promissory Note in the original principal amount of
$7,137,047.39 for amounts advanced by BTM pursuant to the Loan
Agreement, the Loan Schedule and the Supplemental Security
Agreement relating to the Loan Schedule.  The Note requires
monthly principal and interest payments of $110,745.56 per
month. On February 20, 2002, BTM gave a notice of default
because the Debtors allegedly failed to make the payment due on
February 1, 2002.  On March 26, 2002, BTM gave a notice of
acceleration and demand for payment, alleging that no payments
have been made with respect to the Note since January 9, 2002.

The Parties have held discussions to resolve the Debtors'
default on the note, and have agreed to resolve the default on
these terms:

A. The Debtors will make adequate protection payments under
   Sections 361 and 363(e) of the Bankruptcy Code to BTM at
   $25,000 per month commencing as of October 1, 2002 and
   continuing until the Termination Date.  The Debtors will make
   the first Adequate Protection Payment representing the
   adequate protection owed for the month of October 2002 on or
   before October 28, 2002.  The next Adequate Protection
   Payment will be paid by the Debtors on November 1, 2002 and
   will represent the Adequate Protection Payment for the month
   of November 2002.  Thereafter, each Adequate Protection
   Payment will be paid by the Debtors on the first of the month
   for that particular month;

B. The Termination Date will mean, at BTM's option, the
   occurrence of any of these events:

   -- any failure by the Debtors to make full payment to BTM of
      an amount due pursuant to this Stipulation and Agreed
      Order within five business days of the due date for the
      payment;

   -- any failure by the Debtors to maintain insurance required
      under the Loan Documents;

   -- any failure by the Debtors to cure any postpetition breach
      or default of their obligations, within ten business days
      of receiving notice of the breach or default by BTM;

   -- the entry of any order in these cases or any successor
      cases which order constitutes the stay, modification,
      appeal or reversal of this Stipulation and Agreed Order,
      or which otherwise affects the effectiveness of this
      Stipulation and Agreed Order in any respect;

   -- the entry of any order in these cases appointing any
      trustee to operate all or a material part of the Debtors'
      assets or business;

   -- the entry of any order in these Chapter 11 cases
      dismissing the cases or converting the cases to cases
      under Chapter 7 of the Bankruptcy Code; or

   -- the effective date of any plan of reorganization of the
      Debtors;

C. As long as the Debtors timely make the Adequate Protection
   Payments, and perform all of the other non-payment
   obligations of the Debtors under the Loan Documents,
   including making of payments and performance of any other
   non-payment obligations in accordance with the terms of this
   Stipulation and Agreed Order and prior to the expiration of
   the Cure Period, BTM will not move to lift the automatic
   stay, attempt to assert possession, custody or control over
   the Equipment, and will not interfere with the Debtors'
   business operations or the Equipment prior to the Termination
   Date;

D. The Debtors reserve their right to later argue that they may
   recover from the Equipment costs and expenses of preserving
   or disposing, if applicable, of the Equipment to the extent
   of any benefit to BTM.  BTM reserves its right to argue that
   the Debtors are not entitled to recover from the Equipment
   costs and expenses of preserving or disposing the Equipment
   or that the preservation or disposal did not benefit BTM;

E. The Adequate Protection Payments will be credited against the
   secured portion, and not the unsecured portion, of BTM's
   claim;

F. The Adequate Protection Payments will be allocated to
   reducing BTM's principal debt, and not any interest
   component; and

G. The Parties reserve all of their rights to contest the value
   of the collateral to be protected by this Stipulation and
   Agreed Order, including, but not limited to, whether the
   value protected is the value of the interest as of the date
   BTM re-noticed the Motion or as of the commencement of the
   Chapter 11 cases. (Exide Bankruptcy News, Issue No. 13;
   Bankruptcy Creditors' Service, Inc., 609/392-0900)

  
FEDERAL-MOGUL: Exclusive Plan Filing Period Extended to March 3
---------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates obtained
permission from the Court to extend their Exclusive Periods. The
Court granted the Debtors the exclusive right to file a Plan
through and including March 3, 2003; and the exclusive right to
solicit acceptances of that Plan from their creditors through
and including May 1, 2003.

Federal-Mogul Corporation's 8.80% bonds due 2007 (FMO07USR1),
DebtTraders says, are trading at 16 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FMO07USR1for  
real-time bond pricing.


FOUR SEASONS HOTEL: S&P Initiates Coverage with "Sell" Ranking
--------------------------------------------------------------
Standard & Poor's announced that it's Emerging Growth Equity
Analyst Massimo Santicchia has initiated coverage on the stock
of Four Seasons Hotels with a "Sell" ranking noting the
industry's ongoing weakness in global travel, as well as Four
Seasons high valuation level.  Based on the initiation in
coverage, Four Seasons Hotels is now ranked a one-STAR stock
under the proprietary Standard & Poor's Stock Appreciation
Ranking (STARS) System.  A leader in global financial research
and independent investment analysis, Standard & Poor's announced
the upgrade through Standard & Poor's MarketScope, its real-time
market intelligence service.

"Amid ongoing weakness in global travel, Four Seasons Hotels
announced that it cut its third quarter forecast to a loss of
C$0.35 from Earnings Per Share (EPS) of C$0.24 - C$0.28 in
addition to taking a $C0.50 charge for asset impairment,"
reports Standard & Poor's Santicchia.  "Standard & Poor's
expects more adverse surprise announcements from Four Seasons
Hotels as recent hotel closings and increased geo-political and
economic uncertainty continue to exist."

"Four Seasons Hotels is currently trading at unwarranted above-
peers price level of 6 times trailing sales and forty-four times
Standard & Poor's 2002 EPS of C$1.23," continues Santicchia.  
"The expensing of options in 2001 would have reduced reported
EPS by 22%."

* Note: Standard & Poor's Core EPS refers to EPS calculations
based on Standard & Poor's Core Earnings, a set of new
definitions it is using for equity analysis to evaluate
corporate operating earnings of publicly held companies in the
United States.  Included in Standard & Poor's definition of Core
Earnings are employee stock options grant expenses,
restructuring charges from on-going operations, write-downs of
depreciable or amortizable operating assets, pensions costs and
purchased research and development.  Excluded from this
definition are impairment of goodwill charges, gains or losses
from asset sales, pension gains, unrealized gains or losses from
hedging activities, merger and acquisition related fees and
litigation settlements.  A more comprehensive release of
Standard & Poor's Core Earnings data and methodology is planned
for later this month.

Standard & Poor's Stock Appreciation Ranking System (STARS),
which was first introduced on December 31, 1986, reflects the
opinions of Standard & Poor's equity analysts on the price
appreciation potential of more than 1,200 U.S. stocks for the
next 6-12 month period.  Rankings range from 5-STARS (strong
buy) to 1-STAR (sell).

Standard & Poor's analytic services are performed as entirely
separate activities in order to preserve the independence of
each analytic process. All non-public information received
during any analytic process, including credit ratings, is held
in confidence.  Standard & Poor's analysts do not disclose non-
public information outside of their specific analytic areas.

Standard & Poor's has the largest U.S. equity coverage count
among equity research firms that are not affiliated with a Wall
Street investment bank, analyzing more than 1,200 U.S. stocks.  
Standard & Poor's, a division of The McGraw-Hill Companies
(NYSE: MHP), is a leader in providing widely recognized
financial data, analytical research and investment and credit
opinions to the global capital markets.  With more than 5,000
employees located in 18 countries, Standard & Poor's is an
integral part of the world's financial architecture. Additional
information is available at http://www.standardandpoors.com


GEMSTAR TV: Names Ernst & Young as New Independent Accountants
--------------------------------------------------------------
Gemstar-TV Guide International, Inc., (Nasdaq:GMSTE) announced
that upon recommendation of its Audit Committee, its Board of
Directors has appointed Ernst & Young LLP as the independent
accountants for the Company, replacing KPMG LLP. The decision to
appoint Ernst & Young LLP is subject to completion of Ernst &
Young's customary pre-acceptance procedures, which the Company
expects to be completed shortly. The decision to replace KPMG
LLP comes following a meeting with the Office of the Chief
Accountant of the Securities and Exchange Commission. As
previously announced, the Company sought guidance from the OCA
to help resolve a disagreement between KPMG LLP and the Company
relating to a planned restatement of the Company's 2001 and 2002
historical financial statements to correct the accounting of a
transaction initially accounted for as a non-monetary  
transaction. Additionally, as previously announced, the Company
determined to reclassify $2.7 million of advertising revenues
between sectors. The OCA recommended that the Company should
proceed with the restatement because the Company has made the
decision to restate. The Board of Directors of Gemstar has
determined that the appointment of Ernst & Young LLP will help
expedite this process, and thus is in the best interests of the
Company's stockholders.

In consultation with Ernst & Young, the Company anticipates
restating its accounting of revenues accrued in connection with
a license agreement with Scientific-Atlanta that expired in
1999. Through March 31, 2002, the Company had accrued an
aggregate of approximately $113 million of license fees after
expiration of this agreement. As previously announced, the
Company suspended recognition of revenues from Scientific-
Atlanta on a going forward basis beginning with the three months
ended June 30, 2002 and recorded an allowance equal to the
outstanding receivable from Scientific-Atlanta. The Company
anticipates that this restatement may affect the Company's
reported results from July 1999 through March 2002. The Company
intends to release its restated unaudited financial statements
for such periods no later than the due date of its quarterly
report for the quarter ended September 30, 2002. The Company
anticipates that these restated unaudited financial statements
will also include adjustments to correct certain clerical and
other errors, which are not expected to have a material effect
on the Company's reported results. Moreover, in light of the
ongoing SEC investigation and the appointment of new auditors,
the Company may be required to make additional restatements of
its past financial statements.

                         *    *    *

As reported in Troubled Company Reporter's Sept. 9, 2002
edition, Standard & Poor's lowered its corporate credit
and bank loan ratings on Gemstar-TV Guide International Inc., to
double-'B' from double-'B'-plus.

Standard & Poor's said that all of the ratings remain on
CreditWatch with negative implications, where they were placed
on August 15, 2002. Gemstar is headquartered in Pasadena,
California and had $302.7 million in debt outstanding on March
31, 2002.


GENTEK INC: Court Allows Payment of Critical Vendor Claims
----------------------------------------------------------
Judge Walrath signs an Interim Order allowing GenTek Inc., and
its debtor-affiliates to pay critical vendor claims.  Judge
Walrath makes it clear that before making any critical vendor
payment, the Debtors must obtain approval of the proposed
payment from JPMorgan Chase Bank, as administrative agent to the
Debtors' prepetition secured lenders as well as the official
committee of unsecured creditors, if any. If no creditors
committee has been appointed, the Debtors must seek approval
from the unofficial committee of senior subordinated
noteholders.

                         *     *     *

To recall, the Debtors' Critical Vendors fall into seven broad
categories:

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

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

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

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

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

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

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

Accordingly, the Debtors expect to pay as much as $20,000,000 in
Critical Vendor Claims.  (GenTek Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


GILAT SATELLITE: Seeking TRO Against Noteholders and Lenders
------------------------------------------------------------
Gene Kleinhendler, appointed by the District Court in Tel Aviv-
Yafo, Israel, to oversee the restructuring of Gilat Satellite
Networks Ltd., requested a temporary restraining order against:

     a) holders of the $350,000,000 4.25% Convertible
        Subordinated Notes due 2005 issued by Gilat Satellite,
        and

     b) Bank Hapoalim B.M., Bank Leumi Le-Israel B.M. and Israel
        Discount Bank B.M.

To prohibit them from taking action against the Foreign Debtor
in the United States.

With the consent of the Lenders and holders of a majority of the
Notes, Gilat Satellite commenced reorganization proceeding
pursuant to Section 350 of the Israeli Companies Law by filing
an application in the Israeli Court for a 30-day stay of
proceedings against the Noteholders and the Lenders to enable
Gilat Satellite to negotiate and propose an "Arrangement"
similar to a plan of reorganization under the U.S. Bankruptcy
Code.

The Israeli Court issued an order granting the stay for a period
of 30 days prohibiting the Noteholders or the Lenders from
taking actions against the Foreign Debtor or its assets or from
pursuing claims against the Foreign Debtor outside the Foreign
Proceeding.

The Foreign Debtor recognizes that in order to accomplish an
orderly reorganization of its capital structure, the Noteholders
and Lenders must be prevented from obtaining a preference and
halt actions against Gilat thereby preventing waste of time and
resources that would result if Gilat were forced to defend in
proceedings.

Gilat Satellite Networks, Ltd., provider products and services
for satellite-based communications networks, entered a Section
304 proceeding in the U.S. Bankruptcy Code for the District of
Delaware on October 28, 2002.  Pauline K. Morgan, Esq., Edmon L.
Morton, Esq., at Young, Conaway, Stargatt & Taylor represents
the Foreign Debtor in its restructuring efforts.  When Mr.
Kleinhendler filed the Section 304 Petition, he reported that
the Company has total assets of $775,000,000 and total debts of
$637,240,000.


GLOBAL CROSSING: Court Approves Energis Settlement Agreement
------------------------------------------------------------
Global Crossing Ltd., and its debtor-affiliates obtained Court's
approval of their Settlement Agreement with Energis NV. The
Court also authorizes the rejection of the Contracts.

The salient terms of their August 15, 2002 Settlement Agreement
are:

-- Energis will pay $1,500,000 to Atlantic Crossing Ltd., on
   behalf of itself and each of the Debtors;

-- Energis will make 3 payments to Atlantic Crossing, on behalf
   itself and each of the GX Entities, of $333,333.33 on or
   before each of these dates:

    a. December 31, 2002;
    b. March 31, 2003; and
    c. May 30, 2003.

-- On the Effective Date, the Debtors will discharge and cancel
   the $3,555,632 of accounts receivable currently outstanding
   from Energis.  All other obligations relating to the
   purchase, operation, administration or maintenance of any
   cable or fiber will be discharged and cancelled.

-- On the Effective Date, the Debtors will release and discharge
   Energis and its subsidiaries from any and all liability under
   any correspondence or course of dealing in connection with
   the Contracts, including any remaining purchase commitments.

-- On the Effective Date, all rights of Energis under the
   Contracts to Circuits will be of no further force or effect
   and all right to title and any other interest in the Circuits
   will vest with and be the exclusive property of the Debtors.

-- On the Effective Date, Energis and the Debtors will terminate
   and settle, release, remise and forever discharge each other,
   their successors, affiliates, agents and assigns, all former,
   present and future directors, officers incorporators,
   stockholders, subsidiaries and partners and all other
   persons, firms or corporations liable or who might be claimed
   to be liable from any and all costs, liabilities,
   obligations, claims, demands, damages, actions, etc., whether
   present or contingent, known or unknown, now existing or
   which may in the future exist, based upon the Contracts.
   (Global Crossing Bankruptcy News, Issue No. 25; Bankruptcy
   Creditors' Service, Inc., 609/392-0900)

Global Crossing Holdings' 9.625% bonds due 2008 (GBLX08USR1),
DebtTraders says, are trading at 1.75 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GBLX08USR1
for real-time bond pricing.


GOODYEAR TIRE: Fitch Downgrades Senior Unsecured Rating to BB
-------------------------------------------------------------
Fitch Ratings downgraded the senior unsecured debt ratings of
The Goodyear Tire & Rubber Company to 'BB' from 'BB+'. The
rating action is based on the steady deterioration in Goodyear's
core North American tire operations, where the company's margins
and competitive position have eroded. While liquidity is
currently ample, substantial contractual cash requirements loom
over the forthcoming periods, including pension funding
requirements of $350-$550 million over the next 18 months and
debt maturities of $378 million and $809 million over the next
12 and 24 months, respectively. Goodyear is currently in
compliance with the interest coverage ratio covenant contained
in its undrawn committed bank and its bank term loan but remains
vulnerable to non-compliance should profitability erode in the
forthcoming quarters. Looking forward, meaningful increases in
raw material and structural costs are likely to pressure margins
further unless aggressive offsetting measures are implemented.
The Rating Outlook is Negative.

Goodyear's available liquidity at September 30, 2002, including
$595 million in cash and $1.325 billion in undrawn committed
bank lines, is healthy. However, heavy maturities, required
pension contributions, and an off-balance sheet receivables
facility could absorb a meaningful portion of this if Goodyear
is unable to adequately access the capital markets. Beyond the
minimum funding requirements, Goodyear's pension position will
pose a continuing funding claim for the foreseeable future,
limiting funds available for reinvestment or debt reduction.
Goodyear currently has in place an off-balance sheet receivables
facility (with Sept. 30, 2002 outstandings of $674 million) that
would be triggered in the event that Goodyear's corporate
ratings drop below the 'BB' or equivalent rating. In the event
that these receivables are unable to be refinanced through other
off-balance sheet means, absorbing these receivables back on the
balance sheet would impact Goodyear's liquidity resources.

Goodyear typically exhibits a large seasonal working capital
inflow in the 4th quarter, which should temporarily boost
liquidity. However, the magnitude of the swing is not expected
to be as large in 4th quarter-2002 (4Q2002) compared to 4Q2001
as Goodyear has already contracted its working capital base.
Through the nine months ended September 30, 2002, Goodyear had
used $238 million of liquidity for working capital purposes
(mostly trade receivables).

Total balance sheet debt at September 30, 2002 amounted to $3.6
billion, about even from year-end 2001 levels, while cash
declined $321 million over the same period. Due to declines in
EBITDA, LTM adjusted debt to EBITDA leverage worsened to 4.2
times at September 30, 2002 versus 3.9x at year-end 2001. EBITDA
coverage (note: Fitch's calculation also includes financing fees
in interest expense incurred), however, improved slightly to
2.8x from 2.6x over the same period due to lower interest
expense during 2002.

Raw material costs, which had been a comparative positive
through 3rd quarter 2002 (spot material price changes typically
hit 6 months or so later), will start to filter through in the
4th quarter with increases expected to approximate 3% in the 4th
quarter and 5-7% for 2003. While pricing gains (such as the 4-5%
price increase just announced for North America) could offset
some of these cost spikes, Goodyear's weakened competitive
position and lack of success in fully capitalizing on past
announced price increases suggest challenges going forward.

For the latest quarter ended September 30, 2002, Goodyear
reported total segment income (EBIT) of $139.9 million about
flat from $136.8 million last year. Operating Income in the
North American Tire segment (which accounts for about half of
total sales), however, was off significantly to $10.1 and $(1.9)
million for the latest three and nine months ended September 30,
2002, respectively, versus $87.9 million and $152.3 million for
the comparable year-earlier period. While the unfavorable
comparison related to the Ford/Firestone program does account
for some of the comparative performance shortfall, based on unit
share losses in both replacement and OE tires, lack of effective
follow through on the 'flight to quality' based revenue per tire
enhancement strategy, relatively disadvantaged structural cost
position, Fitch views Goodyear's competitive position in its
home market to have weakened considerably. Comparatively weak
capacity utilization in the North American productive base will
likely continue to depress profitability in the absence of a
strong upturn in volume and/or structural cost reduction.
Efforts to improve the North American tire operations could also
be negatively impacted by an upcoming collective labor re-
negotiation in April 2003.

A mild offset to the weakness in North American Tire segment is
the non-North American tire operations which have stabilized.
Albeit aided by foreign currency effects, these gains do reflect
the impact of rationalization activities undertaken over the
last couple of years. Goodyear's non-tire operations, Engineered
Products and Chemical Products have also exhibited a modest
turnaround in operating performance.

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


GWI INC: Final Distribution Hearing Set for December 9, 2002
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware sets
December 9, 2002, at 12:30 p.m., as the Hearing wherein GWI
Inc., and its debtor-affiliates (the Reorganized Debtors), will
ask authority from the Court to make a Final Distribution of
their assets according to their Plan of Reorganization.

Following the Final Distribution, the Reorganized Debtors will
seek to have these bankruptcy cases closed.

Any objections to (i) the Reorganized Debtors making the Final
Distribution or (ii) the closing of these cases and the issuance
of the final decree, must be received before 4:00 p.m. on
December 2, 2002 by the Debtors' Counsels.  

The Court also announces that on October 11, 2002, each of the
Reorganized Debtors has been dissolved pursuant to section 275
of the Delaware Corporation Law in accordance with the Plan and
Confirmation Order. Any person having a claim against any of the
Reorganized Debtors pursuant to Section 280 of the DGCL must
submit such claim to the Reorganized Debtors. All claims must be
received by the Debtors on or before December 16, 2002.

GWI, Inc., and its debtor-affiliates, filed for Chapter 11
protection on September 18, 2000. Gregg M. Galardi, Esq., and
Grenville R. Day, Esq., at Skadden Arps Slate Meagher & Flom LLP
Delaware office and Jay M. Goffman, Esq., and Allan J. Carr,
Esq., at Skadden Arps Slate Meagher & Flom New York office,
represent the Debtors in its restructuring efforts.


HIGHLANDS INSURANCE: Files Prepackaged Reorganization Plan in DE
----------------------------------------------------------------
Highlands Insurance Group Inc., and its debtor-affiliates
delivered their Joint Plan of Reorganization and an accompanying
Disclosure Statement under the Chapter 11 of the U.S. Bankruptcy
Code to the U.S. Bankruptcy Court for the District of Delaware.

The Plan divides Claims and Interests into separate classes,
specifies the property that each Class is to receive under the
Plan, and contains other provisions necessary to implement the
Plan.  The Debtors explains further that Claims and Interests
are classified rather than creditors and shareholders because
such entity may hold Claims and Interests in more than one
Class.

The Plan also specifies whether a Class of Claims or Interests
is impaired under the Plan and whether or not the holders of
Claims or Interests in such Class are entitled to vote on the
Plan.  

Under the Plan, holders of Claims who will vote on the Plan are:

          Class 2     Bank Group Claims
          Class 3     General Unsecured Claims
          Class 4     LMI Interest

The unimpaired classes are conclusively presumed to have
accepted the Plan:

          Class 1     Priority Claims
          Class 2(a)  Other Secured Claims

The holders of Interests in Class 5 (HIGI Interests) will
receive no distribution nor retain any property under the Plan
and thus are conclusively presumed to have rejected the Plan.

The Debtors believe that under the Plan, the holders of Claims
and Interests will obtain a recovery in an amount not less than
the recovery which otherwise would be obtained if the assets of
the Debtors were liquidated under Chapter 7 of the Bankruptcy
Code.

The Plan further provides for the creation of the Liquidating
Trust which will become owner of the New HIGI Stock and, thus
the direct or indirect corporate existence of each Surviving
Debtor Entity, as wells as the substantive consolidation of the
Estates of the Debtors.  

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


HOMESTORE INC: Expects Decline in Net Loss for September Quarter
----------------------------------------------------------------
Real estate media and technology supplier Homestore, Inc.,
(NASDAQ:HOMS) announced preliminary financial results for the
quarter ended September 30, 2002.

Homestore expects third quarter revenue of approximately $64
million, down 3 percent, or $2 million, from the second quarter
of 2002. The expected decline in revenue from the second quarter
is a result of certain non-recurring revenue items in the
previous quarter. Gross profit margin is expected to show
improvement over the 68 percent the company reported in the
second quarter 2002.

The net loss for the quarter is expected to be approximately $40
million, compared to a net loss of $52.3 million in the second
quarter of 2002. The expected net loss in the third quarter will
include a non-recurring restructuring charge of approximately
$11 million, relating to the Company's continued cost reduction
measures, and non-cash charges of approximately $28 million,
consisting of depreciation, amortization and stock-based
charges.

Total operating expenses in the third quarter, including cost of
revenue, sales and marketing, product development and general
and administrative expenses, are expected to decline by
approximately $10 million, or 11 percent, from the second
quarter. This represents the company's third consecutive quarter
of substantial reductions in operating costs. Unrestricted cash
and cash equivalents available to fund operations are $87.8
million at September 30, 2002.

"Our preliminary results indicate our continued progress in
reducing our expense structure while stabilizing our revenues,"
said Mike Long, Homestore's Chief Executive Officer. "We believe
these results confirm our commitment to serve real estate
professionals and our ability to make strategic investments in
products and services our customers need to be successful."

Homestore intends to release its third quarter results and will
host a conference call and audio Webcast on Wednesday, November
13, 2002 at 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time). In
order to participate in the call, investors may log on to
http://homestore.com/investorrelationsclick on "Conference  
Call," and then "Webcast." RealPlayer software is required and
is obtainable at no cost. Please connect to the above site 10
minutes prior to the call to load any necessary audio software.
A replay of the call will also be available in the same section
of the company's Web site. A telephone replay will be available
from 7:30 p.m. Eastern Time on November 13, 2002 until 12:00
a.m. Eastern Time November 20, 2002 at 706/645-9291, conference
code 6305473.

Homestore (Nasdaq:HOMS) is the real estate industry's leading
media and technology supplier. The company operates the No. 1
network of home and real estate Web sites including flagship
site REALTOR.com(R), the official Web site of the National
Association of REALTORS(R); HomeBuilder.com(TM), the official
new homes site of the National Association of Home Builders;
Homestore.com(TM) Apartments & Rentals; and Homestore.com(TM), a
home information resource. Other Homestore advertising divisions
are Homestore Plans & Publications and Welcome Wagon(R).
Homestore's professional software divisions include Computers
for Tracts, The Enterprise, The Hessel Group, Homestore Imaging,
Top Producerr Systems and WyldFyre(TM) Technologies. For more
information: http://homestore.com/corporateinfo  

At June 30, 2002, Homestore's balance sheets show a working
capital deficit of about $13 million.


INTEGRATED HEALTH: Rotech Wants More Time to Challenge Claims
-------------------------------------------------------------
James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, relates that Section 7.1 of the
Rotech Reorganization Plan reads, in pertinent part:

  "The Reorganized Rotech Debtors shall be entitled to object to
  Claims.  Any objections to Claims shall be served and filed on
  or before the later of (i) one hundred twenty (120) days after
  the Effective Date or (ii) such later date as may be fixed by
  the Bankruptcy Court."

Thus, the deadline originally established by the Rotech Plan to
file objections to Claims was July 24, 2002.  In addition, the
Rotech Plan specifically provides for the Bankruptcy Court's
ability to extend the Claim Objection Deadline upon request.  On
August 8, 2002, this Court extended the deadline to file
objections as per the Rotech Debtors' request to October 22,
2002.

While the claims administration process is largely complete, Mr.
Patton reports that there are still disputed Claims that have
not been resolved or litigated.  The Reorganized Rotech Debtors
intend to complete a final review of the claims register to
determine if any additional objections need to be filed.

By this Motion, the Reorganized Rotech Debtors ask the Court to
extend their Claims Objection Deadline to January 22, 2003,
without prejudice to their right to seek further extensions.

Prior to and since the Effective Date, Mr. Patton relates that
the Rotech Debtors and their professionals have worked
diligently and closely in an effort to analyze each of the
14,000 proofs of claim and interest filed in their Chapter 11
cases.  The Rotech Debtors have already filed 18 omnibus
objections to claims with respect to both the Rotech and
Integrated Health debtors.  While the Rotech Debtors included
the substantial majority of disputed Claims in the previously
filed objections, these objections are likely not exhaustive as
to the remaining objectionable Claims.

Mr. Patton notes that the Rotech Plan expressly provides that
the Court has the authority to extend the deadline by which the
Reorganized Rotech Debtors may object to Claims.  The
Reorganized Rotech Debtors have undertaken substantial efforts
in evaluating and objecting to most of the Claims filed against
them.  The Reorganized Rotech Debtors are continuing to
reconcile the claims register and the filed Claims to the
applicable debtor in these cases.  Given that these cases were
jointly administered under the lead debtor, Integrated Health,
many of the claims that were filed in these cases have been
filed against the lead debtor or a different debtor, but are
actually claims against the Reorganized Rotech Debtors.  The
Reorganized Rotech Debtors note that the reconciliation process
is substantially complete but believe that an extension of the
Claims Objection Deadline is proper out of an abundance of
caution.

Given the progress of these cases, the Reorganized Rotech
Debtors assert that the extension of the Claims Objection
Deadline is warranted. (Integrated Health Bankruptcy News, Issue
No. 45; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


INTERWAVE COMMS: Fails to Maintain Nasdaq Listing Requirements
--------------------------------------------------------------
InterWAVE(R) Communications International, Ltd. (Nasdaq: IWAV),
a pioneer in compact wireless voice communications systems,
announced financial results for the first fiscal quarter ended
September 30, 2002.  The Company reported total revenues of $7.0
million, compared to $7.2 million in the prior quarter and $9.8
million for the comparable quarter last year.  interWAVE
reported a pro forma net loss for the first quarter of $9.1
million, compared to a pro forma net loss of $19.8 million for
the prior quarter, and a pro forma net loss of $10.9 million for
the first quarter of last fiscal year. The Company reported a
net loss under United States generally accepted accounting
principles (GAAP) of $9.6 million, compared to a net loss under
GAAP of $39.0 million for the prior quarter and $13.2 million
for the first quarter last year.  The Company's combined cash
balances at the end of September were $11.4 million, comprising
cash and cash equivalents, short-term investments, and
restricted cash.  Accounts receivable collections were $9.7
million for the quarter.

Priscilla Lu, chairman and chief executive officer of interWAVE,
commented, "This quarter's revenue numbers are nearly flat
compared to prior June 2002 quarter.  The gross margins for this
quarter were negatively affected by cost of revenues of
approximately $0.6 million for shipments that were made this
quarter while $1.3 million from those shipments is anticipated
to be reflected as revenue in future quarters.  Deferred revenue
as of September 30, 2002 increased to $3.2 million from $2.3
million as of June 30, 2002."

She continued, "Our R&D expenses for this quarter declined $0.8
million or 18% compared with the prior quarter and declined $2.4
million or 40% when contrasted with the comparable quarter last
year.  Our SG&A expenses for this quarter declined by $1.6
million or 23% compared with the prior quarter and declined $2.2
million or 30% when contrasted with the comparable quarter last
year.  The Company anticipates further reductions in expenses as
the Company derives the full extent of savings from the
reductions that took effect part way through the quarter.  And
in light of the continuing difficulties in the economy, we have
also taken additional steps to cut expenses even further -- in
October, we implemented cuts in headcount and other expenses,
which are targeted to provide an additional 20 percent reduction
in expenses.  These additional reductions were made to further
sharpen our focus on the Company's key goals of growing revenues
and achieving profitability at modest revenue levels.  We are,
at the same time, realigning our sales and engineering teams for
those markets in which we are strong and channeling resources
only for those products that we see as contributing to near-term
revenue success."

                    Operating Results Outlook

"As previously announced, we are very pleased with the strategic
investment by UTStarcom of $3.0 million in interWAVE equity
during the September quarter," added Dr. Lu.  "We believe that
UTStarcom's strong position in China and the rest of the world
will assist in favorably positioning interWAVE's CDMA-2000
products worldwide.  Our acquisition of the assets of GBase
Communications using shares opens up a new avenue for growth in
the CDMA-2000 market, which we believe to be significant in the
next two years.  International Data Corporation, a leading
telecom industry analyst, projects 2003 infrastructure spending
for CDMA-2000 to be in excess of $6 billion, fueled by both
upgrades being made in U.S., Japan and China, and the need for
cost efficiencies for voice networks and performance
requirements for data services.

Lu concluded, "The breadth, depth and expertise of the people we
now have in place, coupled with our technology, help position
interWAVE for potential year-over-year sales growth, and
continuing improvement in our bottom line as we advance toward
future profitability with differentiated leading technologies.  
Given the economic climate, we see the potential for revenues
having a growth rate ranging from modest to comparable with the
last fiscal year's equivalent quarters, while we drive for
improved results from expense reductions.  Both should
contribute toward our goal of achieving cash flow breakeven and
profitability."

          interWAVE Plans To Appeal Nasdaq Determination

interWAVE also announced that it plans to appeal the Nasdaq
Staff Determination letter, received November 1, 2002, stating
that the Company's failure to comply with the minimum closing
bid requirement of Marketplace Rule 4450(a)(5) subjects the
Company's securities to delisting from the Nasdaq National
Market as of November 11, 2002, unless the Company requests a
hearing by November 8, 2002.  Under the Nasdaq rules, the
scheduled delisting will be stayed pending the outcome of the
hearing.  interWAVE has requested a hearing before a Nasdaq
Listing Qualifications Panel to present a plan for meeting the
continued listing requirements of The Nasdaq National Market.  
The hearing date will be determined by Nasdaq, and is expected
to he held within the next 30 to 45 days.  There can be no
assurance the Panel will grant the Company's request for
continued listing after the hearing.  In the event that the
Panel does not grant the request for continued listing on The
Nasdaq National Market, interWAVE plans to apply for transfer to
the Nasdaq Small Cap Market.

interWAVE Communications International, Ltd., (Nasdaq: IWAV) is
a global provider of compact network solutions and services that
offer innovative, cost-effective and scalable networks allowing
operators to "reach the unreached."  interWAVE solutions provide
economical, distributed networks that minimize capital
expenditures while accelerating customers' revenue generation.  
These solutions feature a product suite for the rapid and simple
deployment of end-to-end compact cellular systems and broadband
wireless data networks that deliver scalable IP, ATM broadband
networks.  interWAVE's highly portable, mobile cellular networks
and broadband wireless solutions provide vital and reliable
wireless communications capabilities for customers in over 50
countries.  The Company's U.S. subsidiary is headquartered at
312 Constitution Drive, Menlo Park, California, and can be
contacted at http://www.iwv.comor at (650) 838-2100.  

                         *    *    *

               Liquidity and Capital Resources

In its Form 10-K filed with the Securities and Exchange
Commission on September 30, 2002, interWAVE stated:

"Net cash used in operating activities in 2002, 2001 and 2000
was primarily a result of net operating losses. Net cash used in
operating activities for 2002 was primarily attributable to net
loss from operations, decreases in accounts payable and accrued
expenses and other liabilities, offset by non-cash depreciation
and amortization and losses on asset impairments and sales, as
well as decreases in inventory and trade receivables and
increases in deferred revenue. For 2001, net cash used in
operating activities was primarily attributable to net loss from
operations, increases in inventory and decreases in accounts
payable, offset by non-cash depreciation and amortization and
losses on asset impairments and sales, as well as decreases in
trade receivables and increases in accrued expenses and other
current liabilities and deferred revenue. For 2000, net cash
used in operating activities were primarily attributable to net
loss from operations and increases in trade receivables, offset
by increases in accounts payable.

"Investing Activities. For 2002, the primary source of cash in
investing activities was the sale of short-term investments. For
2001, our investing activities consisted primarily of the sale
of short-term investments offset by cash used in acquisitions
for $18.5 million. Other uses of cash in investing activities
consisted of purchases of $8.2 million in capital equipment and
intangible assets. We expect that capital expenditures will
decrease due to our continued cost-cutting efforts and
conservation of cash resources. For 2000, the primary use of
cash in investing activities were the purchases of short-term
investments and capital equipment.

"Financing Activities. During 2002, we raised $2.5 million from
the sale of shares and the exercise of warrants, options and
ESPPs. In 2001, the primary use of cash in financing activities
were principal payments on notes payable net of receipts on our
issuance of notes receivable to several of our customers. In
January 2000, we completed our initial public offering, which
raised $116.3 million net of costs.

"Commitments. We lease all of our facilities under operating
leases that expire at various dates through 2006. As of June 30,
2002, we had $7.1 million in future operating lease commitments.
In August 2002, we signed a new lease for 2,300 square feet of
facility with Hong Kong Technology Centre. We moved into the new
office at the end of August 2002. The new lease expires in
August 2004. In the future we expect to continue to finance the
acquisition of computer and network equipment through additional
equipment financing arrangements.

"As of June 30, 2002, we have two capital leases with GE
Capital. Aggregate future lease payments are $0.5 million, $0.5
million and $0.3 million for fiscal years 2003, 2004 and 2005,
respectively.

"Summary of Liquidity. There can be no assurances as to whether
our existing cash and cash equivalents plus short-term
investments will be sufficient to meet our liquidity
requirements. We have had recurring net losses, including net
losses of $64.3 million, $94.1 million and $28.4 million for the
years ended June 30, 2002, 2001 and 2000, respectively, and we
have used cash in operations of $28.8 million, $49.4 million,
and $21.8 million for the years ended June 30, 2002, 2001 and
2000, respectively. Management is currently forming and
attempting to execute plans to address these matters. These
plans include achieving revenues and margins that will sustain
levels of spending, reducing levels of spending, raising
additional amounts of cash through the issuance of debt, equity
or through other means such as customer prepayments. If
additional funds are raised through the issuance of preferred
equity or debt securities, these securities could have rights,
preferences and privileges senior to holders of common stock,
and the terms of any debt could impose restrictions on our
operations. The sale of additional equity or convertible debt
securities could result in additional dilution to our
stockholders, and we may not be able to obtain additional
financing on acceptable terms, if at all. If we are unable to
successfully execute such plans, we may be required to reduce
the scope of our planned operations, which could harm our
business, or we may even need to cease operations. In this
regard, our independent auditor's report contains a paragraph
expressing substantial doubt regarding our ability to continue
as a going concern. We cannot assure you that we will be
successful in the execution of our plans."


JP MORGAN: Fitch Affirms Low-B Ratings on Six Note Classes
----------------------------------------------------------
J.P. Morgan Chase Commercial Mortgage Securities Corp.'s pass-
through certificates, series 2001-CIBC3, $43.5 million class A-
1, $174.8 million class A-2, $457.3 million class A-3 and
interest-only classes X1 and X2 are affirmed at 'AAA' by Fitch
Ratings. Also affirmed by Fitch Ratings: $36.9 million class B
at 'AA'; $36.9 million class C at 'A'; $9.8 million class D at
'A-'; $27.1 million class E at 'BBB'; $10.8 million class F at
'BBB-'; $17.3 million class G at 'BB+'; $6.5 million class H at
'BB'; $6.5 million class J at 'BB-'; $7.6 million class K at
'B+'; $4.3 million class L at 'B'; and $4.3 million class M at
'B-'. The $16.3 million class NR is not rated by Fitch. The
rating affirmations follow Fitch's annual review of the
transaction, which closed in December 2001.

The certificates are collateralized by 125 fixed-rate mortgage
loans secured by 137 properties. Significant property type
concentrations include retail (33%), office (24%) and
multifamily (19%). The properties are located in 32 states, with
significant concentrations in OH (17%) and NY (9%). As of the
October 2002 distribution date, the pool's aggregate principal
balance has been reduced by 0.9% to $859.9 million from $867.5
million at issuance. There are no specially serviced loans and
no loans on the master servicer's watchlist. There are currently
no delinquent loans and there have been no losses to date.

First Union National Bank, the master servicer, collected year-
end 2001 property financial statements for 79% of the pool.
Based on year-end 2001 information, the pool's weighted average
debt service coverage ratio has slightly improved to 1.43 times
from 1.42x at issuance. No loans reported a YE 2001 DSCR below
1.0x.

Fitch maintains an investment grade credit assessment on one
loan, Franklin Park Mall (10.4% of the pool). The loan is
secured by a 1,072,383 sf (291,215 sf in-line) regional mall
located in Toledo, OH. Dillards (192,182 sf) is the only anchor
that is a part of the collateral and non-collateral anchors
include J.C. Penney (265,378 sf), J.L. Hudson (186,621 sf), and
Jacobsens (110,718 sf). DSCR for the loan has remained the same
for YE 2001 from issuance at 1.63x.

The overall performance of the deal has remained stable since
issuance in December 2001. There has been minimal reduction in
the deal's collateral balance and geographic and property type
concentrations remain unchanged since issuance. As a result of
this analysis, subordination levels remained sufficient enough
to affirm the ratings. Fitch will continue to monitor the
transaction as surveillance is ongoing.


KAISER ALUMINUM: Wants to Assign 6 Oxnard Contracts to Aluminum
---------------------------------------------------------------
In connection with the sale of the Oxnard Assets to Aluminum
Precision Products, Inc., Kaiser Aluminum Corporation and its
debtor-affiliates seek the Court's authority to assume and
assign to the Buyer all of their rights, title and interests in
and to certain executory contracts associated with the Oxnard
Assets.  Paul N. Heath, Esq., at Richards, Layton & Finger,
relates that Aluminum Precision anticipates using the contracts
for its post-Closing operations.

The executory contracts to be assumed and assigned are:

       Contract Parties               Agreement
       ----------------               ---------
       Lockheed Martin                Supply Agreement
       General Dynamics               Supply Agreement
       Ford                           Supply Agreement
       Kurt Manufacturing             Purchase Order
       Aero Specialties               Purchase Order
       T&K Inc.                       Purchase Order

Mr. Heath assures Judge Fitzgerald that the parties-in-interest
to the assumed contracts will have adequate assurance of future
performance by Aluminum Precision.  Aluminum Precision is a
long-established, well-capitalized producer of aluminum forgings
with substantial business experience.

"If necessary, Kaiser will establish at the hearing that the
parties to the Assumed Contracts and Leases have adequate
assurance of the Buyer's future performance," Mr. Heath says.

Additionally, the Debtors have determined that no cure amounts
are payable under the assumed contracts.  Nevertheless, Mr.
Heath relates that all parties to the assumed contracts have
already received a notice of the assignment and will have ample
opportunity to raise any issues with respect to any potential
cure amounts. (Kaiser Bankruptcy News, Issue No. 17; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


KMART CORP: Intends to Assume and Assign Contracts to NetBrands
---------------------------------------------------------------
Concurrent with the sale of the ISP and Private Label Businesses
of BlueLight.com, LLC, Kmart Corporation and its debtor-
affiliates seek the Court's authority to assume and assign
certain executory contracts to NetBrands.  The Debtors seek to
transfer these Assumed Contracts to, and remain in full force
and effect for the benefit of, NetBrands notwithstanding any
provisions in the Assumed Contracts that prohibit the
assignment.

The Debtors will assign:

A. About 20 software product license contracts for:

     1) Trend Interscan Messaging Security Suite;
     2) Trend ScanMail 6;
     3) MySQL;
     4) Radiator;
     5) RobohelpOffice;
     6) HTLT;
     7) NAI ePolicy Orchestrator (Anti-Virus)
     8) Verisign - License Software Product
     9) Visual Studio;
    10) Office 2000;
    11) Windows 2000;
    12) Win95, Win98, Win2K, XP, Me, etc;
    13) MSDUN; MSIE;
    14) Exchange 2000 Enterprise Edition - Desktop;
    15) Exchange 2000 Enterprise Edition - Server;
    16) Windows 2000 Server;
    17) Segue Silk/Silk Test;
    18) Wise 8.1;
    19) Netbackup, Desktop - Licensed Software Product; and
    20) Netbackup, Server - Licensed Software Product; and

B. At least seven web-based service and other license
   agreements:

     1) IVR Service Agreement with IVR, Inc.;

     2) License Agreement with EOP-2290 North First Street, LLC
        and FastOffice, Inc.;

     3) Services Agreement with Synacor Inc.;

     4) Qwest Global Master Services Agreement with Qwest
        Communications Corporation;

     5) Domestic Toll-Free Number Responsible Organization
        Change Form with Qwest Communications Corporation;

     6) Global Service Provider Agreement with Qwest Internet
        Solutions, Inc.; and

     7) Master Services Agreement with eBillit, Inc.

The Debtors assure Judge Sonderby that NetBrands can adequately
perform future payments as Assignee to the contracts considering
NetBrands' financial health and experience in managing the type
of enterprise or property to be assigned.

In addition, the Debtors ask Judge Sonderby to authorize
NetBrands to assume, and in due course pay and fully satisfy,
all accounts payable and prepetition cure amounts, and all
liabilities and obligations of the Sellers associated with the
Assumed Contracts arising after the Closing Date, for goods and
services delivered or provided after the Closing Date.

However, NetBrands will not assume these liabilities:

  -- all obligations or liabilities for any administrative
     expenses or fees or expenses of professional persons
     employed or retained by the Sellers in connection with the
     Sale Transaction;

  -- those obligations arising out of, or related to the assets
     or the Businesses that are incurred on or before the
     Closing Date whether or not billed or invoiced after the
     Closing Date;

  -- any tax obligation that accrued for, applicable to or
     arising from any period ending on or before the Closing
     Date;

  -- any liabilities that arise, whether before or after the
     Closing, out of or in connection with the assets which are
     not assumed by NetBrands; and

  -- any employee-related liability or obligation of the
     Sellers.

                        Microsoft Objects

Microsoft Corporation and its wholly owned subsidiaries, MSLI,
GP and MSLI, LLC complain that the Motion vaguely refers to the
Microsoft "License Software Products."

Robert M. Fishman, Esq., at Shaw Gussis Fishman Glantz &
Wolfson, LLC, in Chicago, Illinois, reports that Microsoft's
records show that Kmart is a party to a Microsoft Select Master
Agreement No. 0105184, dated April 10, 1998.  In addition,
pursuant to the Microsoft Select Master Agreement, Kmart also
entered into two enrollments:

    -- Select Enrollment No. 6334200; and

    -- Enterprise Enrollment No. 9775400.

The Microsoft Select Master Agreement, together with the Select
Enrollment and Enterprise Enrollment, are the contractual
vehicles by which medium and large-size companies can obtain
Microsoft software licenses in volume.  Mr. Fishman contends
that they are not the licenses themselves, but rather the
agreements by which business entities, like Debtors, apply for
and obtain the licenses in volume quantities.

"If it is Debtors' intention that the Motion covers any of these
volume licensing agreements, then the Debtors need to identify
those agreements explicitly," Mr. Fishman says.

According to Mr. Fishman, the key to transferring a license is
presenting a legal proof of the license.  For Select and
Enterprise Enrollments, a legal proof of a license is
demonstrated by possession of a "license confirmation" that
bears a Certificate of Authenticity label from Microsoft.  
Hence, before Kmart can transfer any licenses, it must first
produce the "license confirmations."

                           Debtors Reply

The license agreements referenced in Microsoft's objection are
not related to the Debtors' ISP and Private Label Businesses and
are not included in the assets being sold to NetBrands, J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom, tells
Judge Walrath.  Kmart is the party to that Master Agreement, not
BlueLight.

Mr. Ivester also indicates that BlueLight's purchases of other
Microsoft products were not made pursuant to the Master
Agreement by and between Kmart and Microsoft.  Plus, the
BlueLight purchases were made even before Kmart acquired
BlueLight.

For these reasons, the Debtors ask the Court to overrule
Microsoft's objection.

                           *     *     *

After hearing the merits of the case, Judge Sonderby rules that
the license and service agreements are executory contracts and
the Debtors may assume and assign them to NetBrands, Inc.

In addition, Judge Sonderby prohibits the Debtors from selling
or transferring any products or software license by Microsoft
Corporation or its affiliates, MSLI, GP or MSLI, LLC.  However,
the Debtors may transfer to NetBrands licenses for some
software:

  (a) one copy of Microsoft Exchange 2000 Enterprises Edition
      Server and 25 copies of Microsoft Exchange 2000
      Enterprises Edition Client Access, provided that BlueLight
      provides Microsoft with proof that BlueLight has licenses
      for them;

  (b) 54 copies of Windows 2000 Operating System and Office 2000
      that came installed by the original equipment manufacturer
      on various computers that the Debtors intend to transfer
      to the Purchaser; and

  (c) four copies of Microsoft Visual Studio and one copy of
      Microsoft Internet Explorer, provided that BlueLight
      provides Microsoft with proof that BlueLight has license
      for them.

Judge Sonderby rules that this Order is without prejudice to the
rights, remedies and claims of Microsoft against the Debtors or
any purchasers or recipients of the Debtors' equipment, hardware
or property relating to the transfer of Microsoft licensed
products and software without Microsoft's consent or compliance
with the terms and conditions of Microsoft's licenses for those
products and software. (Kmart Bankruptcy News, Issue No. 37;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

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


LODGIAN INC: Wins Court Approval of Settlement with CCA
-------------------------------------------------------
Lodgian, Inc., and its debtor-affiliates obtained Court's
approval of its Settlement Agreement with Capital Company of
America.

In addition, the Court entered an order:

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

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

The principal terms of their Settlement Agreement are:

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

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

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

     * by foreclosure,

     * by deed in lieu of foreclosure, or

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

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

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

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

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

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

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

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

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

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

-- the amount of CCA's secured claim,

-- further extensions of exclusivity,

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

-- equity reorganization structures using a "new value" plan.
(Lodgian Bankruptcy News, Issue No. 19; Bankruptcy Creditors'  
Service, Inc., 609/392-0900)  


LOUISIANA-PACIFIC: Appoints Dustan McCoy to Board of Directors
--------------------------------------------------------------
Louisiana-Pacific Corporation (NYSE:LPX), whose corporate credit
rating is rated by Standard & Poor's at BB, announced that
Dustan E. "Dusty" McCoy, president of the Brunswick Boat Group,
has been elected to the board of directors effective Nov. 2,
2002.

"Dusty is a thoughtful, knowledgeable individual who brings a
strong legal and operations background to the board," said Mark
A. Suwyn, LP chairman & chief executive officer. "His knowledge
and skills in these fields complement the talents of LP's other
board members. He will be a valuable addition as we complete the
restructuring program undertaken last May."

McCoy joins LP with more than 24 years of legal and operational
experience. Prior to his role as president of the Brunswick Boat
Group, a $1.3 billion division of the Brunswick Corporation,
McCoy was Brunswick's vice president, general counsel and
corporate secretary.  Before joining Brunswick, he was executive
vice president of Witco Corporation, where he managed its
specialty chemicals business, corporate purchasing and
logistics, and its South American and Asia/Pacific
organizations.  Prior to that, he was Witco's general counsel
and corporate secretary. McCoy holds a B.A., from Eastern
Kentucky University, and a Juris Doctorate from Chase Law School
in Covington, Kentucky.

Also on Nov. 2, 2002, LP's board of directors voted to amend the
company's bylaws to increase the number of directors on the
board from nine to ten positions. "Increasing the number of
members expands the breadth and experience of the board serving
LP's shareholders," commented Suwyn.

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


LYNCH CORPORATION: Third Quarter Sales Plummet to $5 Million
------------------------------------------------------------
Lynch Corporation (Amex: LGL) announced sales of $5,040,000 for
the third quarter of calendar-fiscal 2002, down from $31,982,000
in the third quarter of 2001, and net income of $19,267,000,
versus $23,082,000 in the corresponding period last year.

Comparisons of financial results in 2002 versus 2001 must take
into account two actions by Lynch Corporation over the past year
to divest a former subsidiary, Spinnaker Industries, Inc., said
Ralph R. Papitto, chairman and chief executive officer.  First,
Spinnaker was deconsolidated from Lynch Corporation effective
September 30, 2001, when Lynch reduced its voting control in
Spinnaker to below 50 percent, by transferring a small number of
shares to a not-for-profit organization. The shares had
negligible value, said Raymond H. Keller, vice president and
chief financial officer of Lynch.

As an example of the deconsolidation's effect on Lynch financial
results, Keller said, consider a year-to-year comparison of
sales.  In the third quarter of 2001, Spinnaker accounted for
$22,630,000 of total Lynch sales of $31,982,000.  Because of the
deconsolidation, Spinnaker sales are not included in the sales
of $5,040,00 that Lynch reported for the third quarter of 2002.

The second action occurred on September 23, 2002, when Lynch
Corporation transferred all its remaining shareholdings in
Spinnaker to an independent, international brokerage firm in New
York City. The transfer was made for negligible consideration
because Lynch Corporation determined that the Spinnaker shares
had no value, as a result of Spinnaker's on-going reorganization
under Chapter 11 of the bankruptcy code.

As a result of this shares transfer, Lynch Corporation recorded
a $19,420,000 non-cash gain, and consequently an increase in
shareholders' equity, of $19,420,000 in the third quarter of
2002. This action increased Lynch Corporation's total
shareholder equity to $11,644,000 on September 30, 2002, from a
deficit of $7,615,000 on June 30, 2002.

The quarterly net income for 2002 of $19,267,000 includes that
gain of $19,420,000 from the Spinnaker divestiture, Keller said.  
Lynch Corporation's two owned and operated manufacturing
subsidiaries registered an operating loss of $827,000 for the
third quarter of 2002, compared with an operating loss of
$232,000 for the third quarter of 2001.

Lynch also reported an income tax benefit in the third quarter
and first nine months of 2002 of $860,400, resulting from a
capital loss carry-back on its investment in Spinnaker.  In
addition, for 2002, the company reported a third-quarter net tax
benefit of $290,000 and a nine-month net tax benefit of $512,000
for operating losses that it expects to recover through carry-
backs to previous periods.  The effective tax rate differs from
the statutory rate due primarily to tax benefits from the
Spinnaker divestiture.

Excluding the gain on disposing of Spinnaker's shares and
related tax benefits, Lynch Corporation would have lost
$1,013,000 for the third quarter, and lost $1,413,000 for the
first nine months of 2002.  Third quarter 2001 and nine month
2001 earnings per share for Lynch's owned and operated
subsidiaries were $0.06 and $0.68, respectively.

Sales for the first nine months of 2002, which no longer
included Spinnaker, were $21,734,000, versus $130,883,000,
including Spinnaker, for the first nine months of 2001.  Net
income, which no longer included Spinnaker, was $18,867,000 for
the first nine months of 2002, or $12.59 per share, compared to
a net loss of $21,661,000, including Spinnaker, for the
corresponding period last year.  These results include the
benefits of the Spinnaker divestiture in the amount of
$19,420,000 in 2002 and $27,406,000 in 2001.

"This deconsolidation relieved Lynch Corporation of Spinnaker's
debt burden and strengthened our balance sheet," Papitto said,
"and was a step forward for Lynch, in our view.  But it does
make meaningful year-to-year comparisons of sales and earnings
difficult.

"We continue to contend with soft markets for the glass-
manufacturing capital equipment and telecommunications
components made by our two subsidiaries," said Papitto.  "We are
making strides, and have a strong balance sheet, with an
excellent cash to short-term debt ratio.  Nonetheless, we
plainly we have much left to accomplish."

Last month, Lynch Corporation announced that subsidiary M-tron
Industries had significantly broadened its line of high
frequency oscillators with the acquisition of certain assets of
a competitive manufacturer of crystals, crystal oscillators and
timing modules.

"This is the kind of investment we must make -- and are making
-- in these difficult times to be properly positioned to take
advantage of growth opportunities as our markets recover,"
Papitto said.

Lynch Corporation is listed on the American Stock Exchange under
the symbol LGL.  For more information on the company, contact
Raymond H. Keller, Vice President and Chief Financial Officer,
Lynch Corporation, 50 Kennedy Plaza, Suite 1250, Providence, RI
02903-2360, (401) 453-2007, ray.keller@lynch-mail.com, or visit
the company's Web site: www.lynchcorp.com.

As previously reported, Lynch Corp.'s June 30, 2002 balance
sheets show a total shareholders' equity deficit fo about $7.6
million.


MADGE NETWORKS: Balance Sheet Insolvency Balloons to $9.8 Mill.
---------------------------------------------------------------
Madge Networks N.V. (NASDAQ: MADGF), a global supplier of
advanced networking product solutions, announced results for its
third fiscal quarter ended September 30, 2002.

Madge Networks revenues for the third quarter were US$7.6
million, compared to second quarter 2002 revenues of $9.5
million and third quarter 2001 revenues of $14.1 million. Net
income and earnings per share from continuing operations for the
quarter were just above breakeven, compared to a net income from
continuing operations of $0.1 million, or just above breakeven
earnings per share, for the previous quarter and a net income
from continuing operations of $4.9 million, or $0.09 per share,
for the third quarter of 2001. The net loss for the quarter,
including a charge related to discontinued operations, was
$(1.8) million or a loss of $(0.03) per share. Net income for
the 2001 period included special gains of $3.8 million relating
to the release of a tax provision.

For the nine months ended September 30, 2002 net loss was $2.2
million, compared to a net income of $16.3 million for the nine
months ended September 30, 2001. The loss for the 2002 period
included a loss of $1.9 million related to a special charge for
discontinued operations. Net income for the 2001 period included
special gains of $13.1 million partially offset by a loss from
associate Red-M of $1.5 million and a loss from discontinued
operations of $2.5 million.

Gross margin for the quarter increased to 67.6% compared to
61.2% for the previous quarter, and 54.1% for the third quarter
of 2001. The margin for the quarter was positively affected by a
one off release of a provision relating to a supplier. Without
this release the gross margin would have been 58.5%.

At September 30, 2002, the Company's balance sheets show a
working capital deficit of about $7 million, and a total
shareholders' equity deficit of about $9.8 million.

"Q3 was a difficult quarter", said Martin Malina, CEO, Madge
Networks. "The seasonal weakness in Europe and continued delays
in the roll out of projects with major customers, impacted our
revenues. However, I am pleased that we can present a breakeven
result from continuing operations, despite the drop in
revenues."

"Our balance sheet at the end of the quarter reflects the fact
that we have reviewed our provisions for discontinued operations
and the carrying value of fixed assets. We also wrote off
certain assets of discontinued operations, for which we already
had provisions and, following a rent review, we accelerated the
depreciation of leasehold improvements related to property which
we lease in the UK. With the adjustments made we now believe
that no further changes will be required in provisions for
discontinued operations."

"We started shipment of our 802.11b Wireless LAN products during
the quarter and we now have 18 wireless resellers signed up and
more to come. Customers and resellers have reacted very
positively to our products; the unique security and management
features and the completeness and ease with which these can be
integrated into enterprise networks have won praise. With the
appointment of Andy MacDonald as VP Sales, we now have an
experienced sales professional on board to aggressively build on
this initial success. Our wireless product line contributed a
small amount to our revenue during Q3 2002 and we anticipate
this will also be the case in the fourth quarter."

Accounts receivables were $2.9 M at the end of the third quarter
or 34.4 days outstanding, compared to $3.4 M at the end of the
previous quarter or 32.8 days outstanding. Inventories, net of
reserves, were $2.6 M compared to $3.3 M at June 30, 2002,
further illustrating ongoing progress in asset utilization.

The Company ended the third quarter with $7.0 million in cash,
of which $4.3 million was not restricted. The Company continues
its focus on working capital management, highlighted by the drop
in the level of short-term borrowings, reduced to $0.1 million
from $3.2 million at December 31, 2001.

Madge Networks N.V. (NASDAQ: MADGF) is a global supplier of
advanced networking product solutions to large enterprises, and
is the market leader in Token Ring. Madge Networks is pioneering
next generation networking solutions, which enable the painless
deployment of Wireless and also 100Mbps and Gigabit speed IP-
based applications within existing corporate networks while
protecting customers' investments in Token Ring. Madge Networks
also has an associate company, Red-M(TM), a market leader in
wireless networking solutions. Madge Networks' main business
centers are located in Wexham Springs, United Kingdom and New
York. Information about Madge Networks' complete range of
products and services can be accessed at http://www.madge.com


MATLACK SYSTEMS: Court Approves Case Conversion to Chapter 7
------------------------------------------------------------
On October 17, 2002, the United States Bankruptcy Court for the
District of Delaware approved the application of Matlack
Systems, Inc., a Delaware corporation, and its direct and
indirect wholly owned subsidiaries to convert the proceedings in
the Bankruptcy Court under Chapter 11 of the United States
Bankruptcy Code to which the Matlack Entities are party, which
have been consolidated for the purpose of joint administration
as Case No. 01-1114 (MFW), into a voluntary liquidation under
Chapter 7 of the United States Bankruptcy Code. The Company
expects that the United States Trustee will appoint a trustee
for the assets of the Matlack Entities, subject to the
subsequent election of a trustee by the creditors of the Matlack
Entities.

For additional information, interested parties can contact the
Bankruptcy Court at the following address:

     U.S. Bankruptcy Court for the District of Delaware
     824 Market Street
     5th Floor
     Wilmington, DE  19801
     (302) 252-2900


MATLACK SYSTEMS: Stephen Judge Resigns as Chief Reorg. Officer
--------------------------------------------------------------
On October 17, 2002, Stephen E. Judge, Matlack Systems' Chief
Reorganization Officer and the sole member of the Company's
Board of Directors, resigned from those positions and from any
other positions held as directors or officers of any of the
Matlack Entities.

Mr. Judge tendered his resignation upon the approval by the
Bankruptcy Court of the application of the Matlack Entities to
convert the Bankruptcy Proceedings into a voluntary liquidation
under the Chapter 7 of the United States  Bankruptcy Code, and
his resignation will take effect upon the entry by the
Bankruptcy Court of an  order effecting the conversion.

Matlack Systems, Inc., North America's No. 3 tank truck company,
provides liquid and dry bulk transportation, primarily for the
chemicals industry.  The company filed for chapter 11 protection
on March 29, 2001 and is represented by Richard Scott Cobb,
Esq., at Klett Rooney Lieber & Schorling.  Matlack's 8Q Report,
filed with the Securities and Exchange Commission for the month
of July 2002, lists assets of $1,172,477 and liabilities of
$49,386,969.


MCDERMOTT INT'L: Working Capital Deficit Tops $185MM at Sept. 30
----------------------------------------------------------------
McDermott International, Inc., (NYSE:MDR) reported a net loss of
$357.1 million for the quarter ended September 30, 2002,
compared to net income of $19.3 million for the same quarter
last year. The 2002 third quarter results include:

     --  A non-cash charge of $313 million, or $5.05 loss per
diluted share, reflecting an impairment of goodwill in the
Marine Construction Services segment
  
     --  A non-cash charge of $3.9 million, or $0.06 loss per
diluted share, in the Marine Construction Services segment,
reflecting the impairment of an investment in an international
joint venture

     --  A net gain of $9.4 million, or $0.15 per diluted share,
on the sale of Hudson Products Company

     --  Excluding special items, the net loss would have been
$0.80 per diluted share as reflected below:

        Reported net loss                             $(5.76)
        Special items:
             Goodwill Impairment                        5.05
             JV Impairment                              0.06
             Gain on sale of HPC                       (0.15)
                                                       ------
        Reported net loss after special items         $(0.80)
                                                      -------
    -- Pre-tax charges totaling $65.2 million relating to the
further deterioration on three EPIC Spar Projects in the Marine
Construction Services segment as previously announced

    -- Backlog of $3.0 billion at September 30, 2002, compared
to $3.1 billion at June 30, 2002 and $2.9 billion at
December 31, 2001

                     Other Income and Expense

Interest income decreased $3.6 million to $1.5 million in the
2002 third quarter, compared to $5.1 million in the same quarter
last year. Interest expense decreased by $8.9 million to $3.0
million in the 2002 third quarter compared to $11.9 million in
the same quarter last year. The decrease in interest income and
the increase in interest expense are due primarily to a decrease
in investments which were used to repay certain debt obligations
in the first quarter of 2002, related tax payments and
prevailing interest rates.

Other-net decreased by $2.8 million to an expense of $2.2
million in the 2002 third quarter compared to income of $0.6
million in the same quarter last year. The decrease was due
primarily to $1.7 million of minority interest of a consolidated
subsidiary in the Marine Construction Services segment. The
income for the 2001 third quarter related primarily to gains on
the sale of investment securities.

                             Liquidity

At September 30, 2002, the Company had total available cash and
investment securities of $289 million, of which $226 million was
pledged, restricted or otherwise required for captive insurance
purposes. Additionally, the Company had $144 million in undrawn
availability under its two committed credit facilities resulting
in total available liquidity of $207 million at September 30,
2002.

At September 30, 2002, the Company's balance sheets show a
working capital deficit of about $185 million.

Based on the most recent forecast of the Marine Construction
Services segment, the Company expects J. Ray to experience
negative cash flows during the remainder of 2002 and the first
three quarters of 2003, primarily due to additional costs to
complete the Spar Projects. As a result, J. Ray does not
anticipate being able to comply with certain of the financial
covenants in the J. Ray credit facility at December 31, 2002.
While it is possible that the lenders could limit or restrict J.
Ray's access to future borrowings or issuances of letters of
credit under the facility as a result of these developments and
the factors that led to the Goodwill Impairment, the lenders
have not advised the Company that they will impose any such
limitation or restriction. Discussions to extend or renew this
facility, which expires February 21, 2003, are underway.

                        Pension Plans

The Company reported pension expense of $21 million for the
first nine months of 2002 and expects to record $7 million of
pension expense in the 2002 fourth quarter. The Company
currently has one underfunded qualified pension plan and, as
such, had a funding requirement of $11 million for the 2002 plan
year. As of October 31, 2002, the Company had met this funding
requirement.

As a result of the downturn in the stock market and the decline
in interest rates, pension expense for 2003 is expected to be
approximately $94 million with an approximate $20 million
funding requirement for the 2003 plan year. Of this $20 million
funding requirement, only $10 million will be required to be
paid in calendar year 2003.

McDermott International, Inc., is a leading worldwide energy
services company. The Company's subsidiaries provide
engineering, fabrication, installation, procurement, research,
manufacturing, environmental systems, project management and
facility management services to a variety of customers in the
energy and power industries, including the U.S. Department of
Energy.

                         *    *    *

As reported in Troubled Company Reporter's August 13, 2002
edition, Standard & Poor's Ratings Services revised its outlook
on McDermott International Inc., to negative from developing
because cash flow from Babcock & Wilcox Co. (B&W; McDermott's
Subsidiary), will not become available due to potential key
settlement terms of B&W's bankruptcy negotiations, eliminating
upside ratings potential for McDermott.

At the same time, Standard & Poor's affirmed its single-'B'
corporate credit rating on McDermott and related entities.

S&P said the ratings reflect McDermott's "below-average business
profile as a leading player in intensely competitive and
volatile markets, poor operating performance, and weak credit
measures."


METALDYNE CORP: Reports Improved Automotive Ops. Results for Q3
---------------------------------------------------------------
Metaldyne Corporation announced third quarter results for the
period ended September 29, 2002. Third quarter sales for the
automotive group were $352 million, up $15 million or 4.4
percent from the prior comparable period.  2001 results also
include $177 million of sales from the company's non-automotive
subsidiary, TriMas, which was sold in June 2002.

Attached are copies of the Consolidated Condensed Balance Sheet
and Statement of Operations for the period ended September 29,
2002.

The Company has established Earnings Before Interest Taxes
Depreciation and Amortization (EBITDA) as its primary indicator
of operating performance and as a measure of cash generating
ability.  Third quarter Adjusted EBITDA, excluding TriMas
results, was $47.0 million for the quarter versus $44.5 million
in the prior year.  This 6% improvement in Adjusted EBITDA was
largely due to the 4.4% increase in automotive sales experienced
during the quarter. Slightly offsetting the improvement in
Adjusted EBITDA was an approximate $2.5 million incremental
increase in design engineering expenditures to support future
program awards.

The loss before cumulative effect of change in accounting
principle and extraordinary items was $6.0 million.  The loss
before cumulative effect of change in accounting principle and
extraordinary items in 2001 was $7.1 million, which included
goodwill amortization of $3.3 million.  In addition, 2001
results included the earnings from our non-automotive
subsidiary, TriMas, which was sold in June 2002.

At September 29, 2002, the balance sheet debt was $762 million,
the accounts receivable securitization facility utilization was
$29 million and cash on hand was $7 million.  Thus our net
borrowing position was $784 million at September 29, 2002 versus
$1,569 million at December 31, 2001.  Reported EBITDA for the
twelve months ended September 29, 2002 less non-recurring items
was approximately $173 million.  Thus the ratio of total debt,
including the accounts receivable securitization facility, to
EBITDA for the period was 4.6x versus 5.2x for the comparable
period ended December 31, 2001.

"I am pleased with Metaldyne's strong financial performance in
the third quarter.  We successfully achieved strong EBITDA in an
extremely challenging market," said Timothy Leuliette, Metaldyne
chairman, president and CEO. "Metaldyne continues to emphasize
operational improvement through the use of multiple productivity
improvement programs that focus on reducing cost and eliminating
waste throughout the entire supply chain.  These efforts,
combined with a laser focus on working capital continue to
support a strong liquidity position and create the opportunity
for the company to pursue its growth strategy."

Also in the third quarter, the company continued to make
progress in our discussions with DaimlerChrysler to enter into a
joint venture to operate their New Castle, Indiana operations
and we announced a letter of intent to acquire VCST Industrial
Products, a Belgian-based provider of technology-based gear
cutting and heat-treating processes for automotive related
powertrain applications.

"These planned joint ventures and acquisitions are consistent
with Metaldyne's strategy to add value to our components,
assemblies and modules and to deliver ever increasing levels of
value to our customers product programs," Leuliette added.

Special items in the third quarter include a non-recurring
charge related to the reorganization of the Engine Group's
European operations of $1.1 million and a non-cash extraordinary
loss relating to the repurchase of the convertible subordinated
debentures of $5.4 million after tax.

"To maximize our ability to deliver value added solutions for
our chassis, driveline and engine customers, Metaldyne continues
to enhance the structure and efficiency of our business
operations," said William Lowe executive vice president and CFO.  
"During the third quarter, the company incurred certain one-time
charges related to reducing our fixed cost base.  Over the past
twenty-two months, we have reorganized, closed or otherwise
moved five facilities, reduced our direct labor workforce by
approximately 15%, and strengthened our balance sheet through
the divestiture of our non-automotive unit -- TriMas.  We expect
to continue these restructuring efforts through the first
quarter of 2003.  We are confident that these and other
operational improvements will position Metaldyne to deliver ever
increasing levels of value to our customers as we position the
Company to launch new business awards in excess of $1 billion
over the next four years."

                      Nine-Month Summary

For the first nine months of 2002, sales for the automotive
group were $1,114 million, up $42 million or 3.9% from the prior
comparable period. Total sales for the nine months were $1,442
million, which included five months, or $328 million,
attributable to the Company's non-automotive subsidiary, TriMas,
which was sold on June 6, 2002.

Adjusted EBITDA for the first nine months of 2002, excluding the
results of TriMas, was $147.9 million compared to $143.7
million, up 2.9%.  Accounting for the majority of this increase
is the increase in sales, offset by approximately $7.5 million
in additional design engineering expenditures relating to
significant new business awards which will be launched in the
next thirty-six months.

Income before cumulative effect of change in accounting
principle and extraordinary items was $23.1 million for
Metaldyne's nine months ended September 29, 2002.  Included in
this result, were certain one-time items related to a loss on
interest rate arrangements of $4.7 million, after tax, and a
one-time tax benefit of $20 million.  The loss before cumulative
effect of change in accounting principle and extraordinary items
in 2001 was $20.3 million, which included goodwill amortization
of $23 million.

During the third quarter, the company completed its transitional
impairment test necessary to measure the amount of any goodwill
impairment for our former TriMas subsidiary.  A non-cash, after
tax charge of $36.6 million as of January 1, 2002, related to
the industrial fasteners business which was divested in June
2002, was taken.  In addition, the company has recorded
extraordinary items related to the early repayment of term and
subordinated debt, primarily non-cash, of $39.7 million after
tax.

Metaldyne is a Heartland Industrial Partners company.  The
company is a leading global designer and supplier of metal-based
components, assemblies and modules for transportation-related
powertrain and chassis applications including engine,
transmission/transfer case, wheel-end and suspension, axle and
driveline, and noise and vibration control products to the motor
vehicle industry.  The company serves the automotive segment
through its Chassis, Driveline & Transmission, and Engine
Groups.

Headquartered in Plymouth, Mich., Metaldyne's annual revenues
exceed $1.4 billion.  The company employs nearly 8,500 employees
at over 40 facilities in 11 countries.  Information about
Metaldyne is available on the Internet at
http://www.metaldyne.com  

As previously reported, Standard & Poor's affirmed its double-
'B'-minus corporate credit rating on Plymouth, Michigan-based
Metaldyne Corporation following the completion of the sale of a
66% stake in Metaldyne's formerly wholly-owned subsidiary,
TriMas Corp., for $840 million in cash and debt reductions.

At the same time, the rating was removed from CreditWatch, where
it was placed May 16, 2002.


METAWAVE GROUP: Sept. 30 Working Capital Deficit Widens to $11MM
----------------------------------------------------------------
META Group, Inc. (Nasdaq:METG), a leading information technology
research and consulting firm, announced financial results for
the third quarter ended September 30, 2002.

Total revenues for the third quarter were $27.2 million, a
decrease of 2% from total revenues of $27.8 million in the year-
ago period. In accordance with a new accounting standard, EITF
01-14, Income Statement Characterization of Reimbursements
Received for "Out-of-Pocket" Expenses Incurred, reimbursements
received for out-of-pocket expenses have been classified as both
a component of revenue and as a cost of services and
fulfillment. All prior periods have been reclassified for
comparative purposes.

The net loss for the quarter was $20.4 million. This compares to
a net loss of $3.7 million in the year-ago period.

Third-quarter results include the establishment of a $12.2
million valuation allowance against the Company's deferred tax
assets, which is reflected in the provision for income taxes, a
$2.2 million charge relating to losses accrued for vacant space
on certain leased facilities, $2.2 million of other charges, a
goodwill impairment loss of $1.2 million, and a $0.8 million
impairment charge on certain investments. Excluding these items,
the pro forma net loss for the third quarter was $1.8 million,
or $0.14 per fully diluted share. The Company reported pro forma
EBITDA of approximately $0.7 million for the third quarter, a
$0.6 million decrease from pro forma EBITDA of $1.3 million in
the prior-year period.

At September 30, 2002, the Company's balance sheets show a
working capital deficit of about $11 million.

Third-Quarter Results

     --  Retainer-based Research and Advisory Services revenues
         in the third quarter were $18.8 million, down 5% from
         $19.7 million in the third quarter of 2001.

     --  Revenues from Strategic Consulting were up 8% to $7.1
         million in the third quarter, compared to $6.6 million
         in the year-ago period.

     --  Revenues from Published Research Products were $0.5      
         million, down 47% from the third quarter of 2001.

     --  The gross margin decreased to 44% in the third quarter
         of 2002, compared to 48% in the year-ago period.

     --  Operating expenses for the third quarter were $33.7           
         million, up 12% from $30.1 million in the year-ago
         period, and include incremental expenses that resulted
         from the consolidation of the German distributor and
         the formation of the France subsidiary in 2001.
         Operating expenses include the following:

          --  A $2.2 million charge relating to vacant space in
              certain of the Company's domestic and German
              offices.

          --  $2.2 million in other expenses, comprising $1.1
              million in charges relating to bad debts from
              certain independent distributors together with
              estimated accruals regarding certain legal matters
              with a former distributor, $0.9 million in non-
              income related taxes, and $0.14 million in
              severance costs in the German subsidiary.

          --  A goodwill impairment loss of $1.2 million as a
              result of the implementation of Statement of
              Financial Accounting Standards No. 142, Goodwill
              and Intangible Assets, effective January 1, 2002.
              The impairment loss relates primarily to goodwill
              associated with the acquisition of an additional
              interest in META Group AG during September 2002
              resulting in 95.9% ownership and, to a lesser
              extent, from goodwill related to the required
              payment of additional earn-out consideration to
              Rubin Systems, Inc., which occurred earlier in
              2002.

The Company's net cash position (cash plus marketable securities
less bank debt and notes payable) was $16.0 million, up from
$6.3 million in the year-ago period, and up from $13.5 million
in the second quarter of 2002. Days sales outstanding for the
third quarter improved to 88 days, compared with 124 days for
the year-ago period, and a sequential improvement from 92 days
in the second quarter of 2002. The Company is in violation of
its financial covenants with its lender as of September 30,
2002, and is currently negotiating waivers of such defaults and
amendments to the existing credit agreement. There can be no
assurance that such waivers or amendments will be attained or
that such amendments will contain favorable provisions.

Fred Amoroso, META Group president and CEO, commented, "The
overall state of the IT industry continues to be hampered by
cost-cutting and delays in spending by many enterprises. In
fact, our recent research shows that most CIOs' primary focus
remains on cutting costs."

"Despite the continued poor economic conditions, we believe that
META Group is solidly positioned to lead what we see as a
transformation currently taking place in this industry," said
Amoroso. "Most enterprises can no longer justify purchasing
traditional research simply as 'an insurance policy.' They
demand a much higher value proposition from their providers to
efficiently and effectively apply their IT assets to achieve
their overall business objectives. To this end, I am encouraged
by a number of recent sales successes across our research and
advisory services and consulting organizations that speak to
customers' need for a higher-value IT research services
provider. We believe these successes demonstrate the value of
our strong research engine, and we are intensely focused on
better leveraging this engine to deliver the best value to our
customers -- to truly become their most trusted advisor."

Year-to-Date Results

     --  For the nine months ended September 30, 2002, total
         revenues were $86.8 million, down 3% from $89.2 million
         in the nine months ended September 30, 2001.

     --  Total operating expenses were $94.1 million, a decrease
         of 1% from the prior-year period.

     --  The loss before the cumulative effect of a change in
         accounting principle discussed below was $21.5 million,
         for the nine months ended September 30, 2002, compared
         to a loss before the cumulative effect of a change in
         accounting principle of $4.6 million in the same period
         a year ago.

As of September 30, 2002, the Company completed the
implementation of FAS 142 and determined that the goodwill
associated with the Company's Strategic Consulting and Published
Research Products segments was impaired. Accordingly, a goodwill
charge of $22.2 million pertaining to these two segments was
recorded as a cumulative effect of a change in accounting
principle retroactive to January 1, 2002.

               Outlook for Fourth Quarter and 2002

"For the fourth quarter, we currently expect total revenues to
be approximately $27-$29 million, with an operating income of
approximately breakeven. For the full year 2002, we currently
anticipate total revenues to be in the $113-$115 million range,
and the operating loss to be in the $7-$8 million range," said
Amoroso.

META Group is a leading research and consulting firm, focusing
on information technology and business transformation
strategies. Delivering objective, consistent, and actionable
guidance, META Group enables organizations to innovate more
rapidly and effectively. Our unique collaborative models help
clients succeed by building speed, agility, and value into their
IT and business systems and processes. Connect with
http://www.metagroup.comfor more details.  


METRIS COMPANIES: Names John Witham to Chief Financial Officer
--------------------------------------------------------------
Metris Companies Inc. (NYSE:MXT) -- whose Credit Facility and
Senior Debt Ratings are affirmed by Fitch at B+ -- announced the
promotion of John Witham from senior vice president, finance to
chief financial officer. Benson Woo, who had been serving as
CFO, will continue with Metris as senior vice president,
business development.

"John has been an excellent addition to our finance and treasury
operation and is very deserving of this promotion," said Metris
Chairman and CEO Ronald N. Zebeck. "In just a short time at
Metris, John has demonstrated strong leadership and we're
pleased to announce his new role."

Witham, who has more than 25 years of finance experience, was
hired at Metris in June 2002 after serving as executive vice
president and CFO at Bracknell Corp. Prior to that, he held the
same position at Arcadia Financial Ltd. He has also worked at
PHH Corp., Gelco Corp., Donaldson Company, and Arthur Young &
Co. Witham holds a bachelor's degree in accounting from Winona
State University.

Metris Companies Inc., is one of the nation's leading providers
of financial products and services. The company issues credit
cards through its wholly owned subsidiary, Direct Merchants
Credit Card Bank, N.A., the 10th-largest bankcard issuer in the
United States. As a top-tier enhancement services company,
Metris also offers consumers a comprehensive array of value-
added products, including credit protection and insurance,
extended service plans and membership clubs. For more
information, visit http://www.metriscompanies.comor  
http://www.directmerchantsbank.com  


MINNETHAN LAND: Engages Hofheimer Gartlir as Bankruptcy Counsel
---------------------------------------------------------------
Minnethan Land Investors Company wants to employ the law firm of
Hofheimer Gartlir & Gross, LLP, as counsel for this bankruptcy
case.

The Debtor tells the Court that it selected Hofheimer Gartlir
due to the Firm's considerable experience in these matters and
the Debtor further believes that Hofheimer Gartlir is well
qualified to represent it as Debtor-in-possession in this
proceeding.

The Debtor expects Hofheimer Gartlir to:

  a) give Applicant legal advice with respect to its powers and
     duties as Debtor-in-possession in the continued management
     of her property;

  b) prepare, on behalf of Applicant, as Debtor-in-possession,
     necessary Applications, Answers, Orders, Reports and other
     legal papers; and

  c) perform all other legal services for Applicant as Debtor-
     in-possession, which may be necessary herein.

To the best of the Debtor's knowledge, Hofheimer Gartlir has no
present connection with its creditors or any other party in
interest nor their respective attorneys and that the Firm is a
"disinterested person" as that phrase is defined in the
Bankruptcy Court.

Gary B. Sachs, a member of the firm of Hofheimer Gartlir  
discloses that prior to the Petition Date, Hofheimer Gartlir
received a retainer of $80,000 representing $75,000 for fees and
$5,000 for disbursements.  The Firm's hourly rates however, are
not disclosed.

Minnethan Land Investors Company filed for chapter 11 protection
on October 28, 2002.  Scott R. Kipnis, Esq., Hofheimer Gartlir &
Gross, LLP represent the Debtor in its restructuring efforts.  
When the Company filed for protection from its creditors, it
listed an estimated assets of over $10 million and debt of less
than $10 million.


MONARCH DENTAL: Will Publish Third Quarter Results on Nov. 12
-------------------------------------------------------------
Monarch Dental Corporation (Nasdaq:MDDS), a dental practice
management company, which provides management and administrative
services for 152 dental offices serving 17 markets in 13 states,
will report 2002 third quarter financial results on Tuesday,
November 12, 2002 after the close of the market. In conjunction
with this announcement, the Company will hold a conference call,
which will be broadcast live over the Internet on Wednesday,
November 13, 2002, at 11:00 a.m. Eastern Time. The broadcast
will be hosted on the Company's Web site located at
http://www.monarchdental.com

                         *    *    *

As previously announced, the Company is in default under its
credit facility and, as a result, the Company's bank group has
exercised its right of set-off and applied approximately $1.18
million from the Company's cash accounts to offset a portion of
the unpaid interest under the credit facility and certain
professional fees. The $1.18 million aggregate amount
represented unpaid interest at the lead lender's prime rate,
plus the then outstanding professional fees of the bank group.
The set-off of this amount by the bank group may have a
significant adverse impact on the liquidity of the Company. In
connection with the Company's negotiations with its bank group,
the Company has requested a forbearance with respect to the
exercise by the bank group of any other remedies under the
credit agreement.


NATIONAL AIRLINES: Ceases Operations After Agreement Falls Apart
----------------------------------------------------------------
National Airlines ceased operations, effective November 6, 2002.  
The cessation of operations was necessitated after the carrier
was unable to complete a previously announced agreement to the
satisfaction of its senior management, Board of Directors,
aircraft lessors and other key creditors.

Customers with tickets on National Airlines that were purchased
with MasterCard or VISA credit cards may apply for a refund
through their credit card company.  Customers using other credit
cards must inquire at their respective credit card companies
about refunds.  Customers holding tickets for future National
Airlines' flights should be able to fly on other carriers based
on those respective carriers' acceptance program as outlined by
Section 145 of the Aviation and Transportation Security Act.  
Use of National Airlines tickets on other carriers may affect
customers' refund requests with their respective credit card
companies.  Refunds for tickets from National Airlines will not
be available.

Michael J. Conway, president and CEO, said, "This is a very sad
day for the 1,500 employees of National Airlines, the City of
Las Vegas and Southern Nevada, as well as the traveling public
who now have one less choice to meet their travel needs."  He
added, "We exhausted every possible viable alternative in
seeking funding to maintain our ability to fly and serve
hundreds of thousands of people each month.  Unfortunately, we
could not obtain the support necessary and were forced to make
the very difficult decision to cease operations.

"We were very close to completing a successful reorganization
on a few different occasions, only to have additional obstacles
confront us at the last minute.  We were able to meet all these
challenges successfully, until now.

"I truly hope that other carriers pick up the service vacuum and
still maintain the low fare competition that National brought
into every city we served."

"Despite our unfortunate decision to cease operations, I am
very proud of what we were able to accomplish at National
Airlines, and extend my heartfelt thanks to all of National's
employees, who responded so admirably to every new challenge.

"I would also like to thank the more than 7 million passengers
that have flown on National over the past three years," Conway
concluded.

                           
NAVISITE INC: ClearBlue Evaluating Likely Business Combination
--------------------------------------------------------------
ClearBlue Technologies, Inc., together with ClearBlue
Technologies Equity, Inc., and ClearBlue Finance, Inc., ia
amending, (Amendment No. 1 to the Schedule 13D), the Schedule
13D which they jointly filed with the SEC on September 18, 2002,
relating to the common stock, par value $.01 per share of
NaviSite, Inc.  The amendment is to amend Items 4 and 5 of the
Schedule 13D.

ClearBlue is thereby disclosing that it is currently evaluating
the possibility of a business combination involving ClearBlue,
its affiliated entities and NaviSite, Inc.  However, the parties
currently have no plan for such business combination and there
can be no assurance that a business combination will happen in
the future.

ClearBlue Technologies, Inc., and its affiliates, beneficially
own 331,660,302 shares of common stock, representing
approximately 94.44% of the outstanding shares of common stock,
of NaviSite. This percentage is based on the number of shares of
common stock issued and outstanding as of October 25, 2002 as
reported on NaviSite's financial statements for the fiscal year
ended July 31, 2002.

Of these shares of common stock, 74,236,444 shares of common
stock and 5,203,252 warrants to purchase shares of common stock
were acquired by CBTE from CMGI, Inc. and Hewlett-Packard
Financial Services Company on September 11, 2002. 250,358,974
shares of common stock represent the number of shares of common
stock that CBF has a right to acquire through conversion of the
principal amount of a 12% convertible note, dated November 8,
2001, of NaviSite representing approximately $55 million
aggregate principal amount plus accrued interest thereon that
CBF acquired from HPFS on September 11, 2002 and of a 12%
convertible note, dated November 8, 2001, of NaviSite
representing $10 million aggregate principal amount plus accrued
interest that CBF acquired from CMGI on September 11, 2002.
1,861,632 shares of common stock were issued by NaviSite to CBF
on October 18, 2002 as interest for the period ended September
30, 2002 on the Notes.

CBTE, CBF and ClearBlue share the power to vote and to dispose
of the shares of common stock.

NaviSite, Inc., is a provider of outsourced Web hosting and
managed application services for companies conducting mission-
critical business on the Internet, including enterprises and
other businesses deploying Internet applications. The Company's
goal is to help customers focus on their core competencies by
outsourcing the management and hosting of their Web operations
and applications, allowing customers to fundamentally improve
the ROI of their web operations. NaviSite is a majority-owned
operating company of CMGI, Inc.

                         *    *    *

In its Form 10-Q for the quarter ended April 30, 2002, Navisite
reported:

     "WE MAY NEED TO RAISE ADDITIONAL FUNDS, AND SUCH FUNDING
MAY NOT BE AVAILABLE TO US ON FAVORABLE TERMS, IF AT ALL. We
currently anticipate that our available cash resources at April
30, 2002 will be sufficient to meet our anticipated needs,
barring unforeseen circumstances and subject to the impact of
the factors noted below, for working capital and capital
expenditures over the next twelve months. Our projected cash
usage could be significantly impacted by: (1) our ability to
maintain our current revenue levels through retaining existing
customer accounts and acquiring revenue growth at levels greater
than customer revenue churn; (2) our ability to achieve our
projected operating results; (3) our ability to collect amounts
receivables in a timely manner; (4) our ability to collect
amounts due from Engage related to the termination of our
contract with them; (5) our ability to achieve expected cash
expense reductions; and (6) our ability to sell our assets which
are held for sale at fair-market value. However, we may need to
raise additional funds in order to develop new, or enhance
existing, services or products, to respond to competitive  
pressures, to acquire complementary businesses, products or
technologies or to continue as a going concern, and we cannot
assure you that the additional financing will be available on
terms favorable to us, if at all. In addition, pursuant to our
financing arrangements with CFS as of October 29, 2001, we may
need to obtain approval from CFS for incremental funding, and we
may not obtain this approval from CFS."


NORTHWEST AIRLINES: Blaylock Ups Rating Recommendation to "Buy"
---------------------------------------------------------------
Blaylock & Partners' airlines and transportation analyst Ray
Neidl has upgraded his ratings recommendations to "Buy" from
"Hold" for Northwest Airlines, Inc. (Nasdaq: NWAC).  

In his reports Mr. Neidl writes that his upgrades stem from
UAL's reduced chances of filing for bankruptcy, based on
Tuesday's announcement that it had reached an in-principle
agreement with German bank KFW to restructure $500 million in
debt.  The company also reached a tentative agreement with the
Transport Workers Union on labor cost savings, which awaits
approval from the Labor Committee of the UAL Board and the board
itself.  Mr. Neidl notes that UAL's request from the ATSB for a
$1.8 billion in federal loan guarantees looks promising as the
ATSB recently approved loan guarantees for smaller carriers.

UAL's encouraging news shows it less likely that Northwest,
which has been trading at near-bankruptcy levels, will declare
bankruptcy.  

Blaylock's ratings system consists of "buy," "hold" and "sell"
recommendations.  Investment banking stocks have a "not rated"
designation. Institutional investors interested in receiving
more information should contact Mr. Neidl at 212/715-6627 --
rneidl@blaylocklp.com   Journalists interested in receiving
copies of the research reports should contact Dao Tran at
dtran@starkmanassociates.com  

Based in New York, Blaylock & Partners, L.P., has been ranked by
Black Enterprise magazine as the number one minority-owned
investment banking firm for 1999 and 2000.  The firm has co-
managed four of the largest most recent IPOs -- Travelers
Property Casualty Corp., Prudential Financial, Inc., Kraft Foods
Inc., and Agere Systems Inc.  Blaylock & Partners is a member of
the NASD and SIPC.

Blaylock & Partners, L.P., is a member of the National
Association of Securities Dealers, CRD number 35669.


ODYSSEY PICTURES: Want & Ender Expresses Going Concern Doubt
------------------------------------------------------------
Odyssey Pictures Corporation, formerly known as Communications
and Entertainment Corp., was formed in December 1989 as a
holding company. At such time, the Company had no material
assets. In September 1990, Double Helix Films, Inc., a producer
of low budget films, and Odyssey Entertainment Ltd., an
international film distribution company, were merged with
wholly-owned subsidiaries of the Company. Subsequent to the
Mergers, each of Double Helix and OEL became a wholly-owned
subsidiary of the Company. In June 1991, the Company sold Double
Helix and thereafter began to focus on the distribution of
motion pictures in overseas markets as its primary business.

Net loss for the year ended June 30, 2002 was due mainly to the
fact that the Company did not release any new films nor receive
any income from its investments through its subsidiary, and the
Company wrote down significantly most of its investments in and
to affiliated entities from prior activities. Revenues for the
twelve months ended June 30, 2002 increased to $168,615 compared
to $3,706 for the twelve months ended June 30, 2001. The latter
part of this year, the Company had several new films   ready to
be made available for delivery during the first two quarters of
the new year. In addition, the Company is in post production for
several more film projects recently acquired. This increase is
also related to activities with the film library as well as new
marketing from present management.

Costs related to the revenues decreased to $106,050 for the
twelve months ended June 30, 2002 as compared to $152,953 for
the twelve months ended June 30, 2001. The relative decrease
costs are primarily related to reclassification of depreciation
costs associated with the earlier acquisition of the Kimon
library and Hallmark film assets.

Selling, general and administrative expenses decreased by
$128,218 to $604,526 for the twelve-month period ended June 30,
2002 from $732,744 for the comparable period ending June 30,
2001. This decrease is primarily due to corporate overheads
being reduced in outside areas.

Since the change in management control in July of 2001, new
management has undertaken several steps to reverse unfavorable
results. The Company developed a recapitalization program with
members of its Board and also received assistance from current
shareholders. The Company was able to acquire several feature
film products and has entered into an arrangement with selling
agencies to assist in its marketing efforts for the
international territories. In addition, the Company has
developed relationships whereby it will be able to add to sales
efforts in the North American markets of Video and DVD sales on
a direct basis. The Company has also engaged new managerial
staff to further assist in its future performance.

The Company's continued existence is dependent upon its ability
to resolve its liquidity problems. The company must achieve and
sustain a profitable level of operations with positive cash
flows and must continue to obtain financing adequate to meet its
ongoing operation requirements. These factors raise substantial
doubt about the Company's ability to continue as a going
concern.

At June 30, 2002, the Company held approximately $3,675 of cash.

In the past fiscal year, management has taken steps to fund the
Company's operations primarily through private placements of the
Company's common stock with offshore investors.

On November 1, 2002, Want & Ender CPA, P.C., 386 Park Ave.,
South Suite 1816, New York, NY. 10016, gave its Report of
Independent Accounts to the Board of Directors of Odyssey
Pictures Corporation.  A portion of that Report reads as
follows: "In our opinion, the accompanying consolidated balance
sheets and related consolidated statement of operations,
shareholders' equity and of cash flows present fairly, in all
respects, the financial position of Odyssey Pictures Corporation
and its subsidiaries at June 30, 2002, 2001 and 2000 and the
results of their operations and their cash flows for the period
ended June 30, 2002, 2001 and 2000 in conformity with generally
accepted accounting principals. [T]he Company has suffered
recurring losses from operations, has a net capital deficiency
and has insufficient working capital to meet its current
obligations and liquidity needs. These factors raise substantial
doubt about the Company's ability to continue as a going
concern"


PROTECTION ONE: Working Capital Deficit Reaches $5.5M at Sept 30
----------------------------------------------------------------
Protection One, Inc., (NYSE: POI) reported financial results for
the third quarter ended September 30, 2002.  Highlights for the
quarter include:

     *  Quarterly annualized customer attrition: Decreased to
        10.2% in 3Q 2002 from 10.8% in 2Q 2002 and 11.8% in 1Q
        2002.

     *  Total debt outstanding, as defined below: Decreased
        $59.4 million, or 10%, to $555.2 million in 3Q 2002,
        compared to $614.6 million at the end of 3Q 2001.

     *  Credit facility: Increased to $280 million and term
        extended to January 2004.

Revenues for the third quarter 2002 were $77.8 million compared
to $80.1 million for the third quarter 2001, a decrease of 3%,
reflecting lower monitoring and related services revenue and
revenues from a new line of business.  During the third quarter
2002, the Company launched Protection One Data Services, which
provides outsourcing of information technology services. This
business contributed $5.8 million to revenues as reflected under
"IT service revenue from related party" in the income statement.

Net loss for the third quarter 2002 was $6.1 million, compared
to a net loss of $25.2 million in the prior year's period.  
Excluding gains on bond retirement, severance and facility
closure expense and discontinued operations, the Company
recorded a net loss of $6.8 million in the third quarter 2002,
compared to a net loss of $25.8 million in the third quarter
2001.

A significant portion of the improvement in the third quarter
2002 was the result of reduced amortization expense due to the
customer account impairment charge recorded in the first quarter
of 2002 and the requirement to no longer amortize goodwill
pursuant to SFAS No. 142.  During the third quarter 2002, the
Company recorded amortization and depreciation expense, net of
tax, of $14.4 million, or $0.15 per share, compared to $35.3
million, or $0.35 per share in the third quarter 2001.

Protection One's total quarterly annualized customer attrition
rate for the third quarter 2002 was 10.2% compared to 10.8% in
the second quarter 2002 and 11.8% in the first quarter 2002.  
The Company's improving attrition can be attributed to progress
in lowering the attrition rate of its North America reporting
unit.  North America's quarterly annualized customer attrition
rate for the third quarter 2002 was 11.8% compared to 12.2% in
the second quarter 2002 and 14.6% in the first quarter 2002.

The Company ended the third quarter 2002 with $21.3 million of
RMR compared to $22.9 million at the beginning of 2002.  The
Company's net recurring monthly revenue (RMR) change, defined as
the annualized change in RMR for a given period divided by the
starting RMR in that period, was an annualized decrease of 7.0%
in the third quarter 2002, compared to annualized decreases of
8.7% and 12.2% in the second and first quarters of 2002.  The
progress to RMR equilibrium arose from lower attrition and
increased internal sales.

Richard Ginsburg, Protection One's President and Chief Executive
Officer, said, "Protection One's third quarter results reflect
significant progress toward our primary goals of stabilizing
recurring revenue, reducing debt and lowering attrition.  Our
attrition continues to decrease, and our recurring revenue base
is nearing stabilization as a result of effective execution of
our customer retention and sales initiatives.  Overall, we are
pleased with our results to date as we continue to execute on a
very focused plan."

Earnings before interest, taxes, depreciation and amortization
(EBITDA, see note below and footnote 2 to income statements)
were $21.0 million in the third quarter 2002, excluding $1.1
million relating to severance and facility closures, or 17% less
than the $25.4 million EBITDA recorded in the third quarter
2001, excluding $1.8 million relating to severance and facility
closures.  Most of the decline in EBITDA can be attributed to
the decrease in the Company's customer base.

In July 2002, the Company sold its Protection One Canada, Inc.
subsidiary, which accounted for less than 3% of revenues, EBITDA
and assets.  In accordance with Statement of Accounting
Standards 144, Accounting for Impairment or Disposal of Long-
Lived Assets, the assets and liabilities of Protection One
Canada, Inc. will be classified as discontinued operations,
along with its operating results reported in the company's
statement of operations, for all periods presented.

                       Network Multifamily

Protection One's subsidiary, Network Multifamily, continues to
lead the multifamily housing security market with approximately
330,000 monitored units in 43 states.

Network Multifamily's revenue in the third quarter 2002
increased 6% to $9.6 million compared to $9.1 million in the
third quarter 2001.  During the third quarter 2002, Network
Multifamily's EBITDA was $4.6 million, compared to third quarter
2001 EBITDA of $4.4 million, an increase of 6%.

Network Multifamily's quarterly annualized customer attrition
rate for the third quarter 2002 was 6.4% compared to 6.1%
percent in the third quarter 2001.

                         Balance Sheet

At the end of the third quarter 2002, the Company's total debt
outstanding under its facility with Westar Industries and under
its public debentures decreased $59.4 million or 10% to $555.2
million, compared to $614.6 million at the end of the third
quarter 2001.  During the quarter, Westar Industries extended
the Company's $280 million credit facility to January 2004, and,
as of October 31, 2002, Protection One had outstanding
borrowings of $215.5 million.

The Company may, from time to time, continue to repurchase its
publicly traded debt, depending on market conditions, as well as
purchase shares of its common stock and securities of
affiliates.

At September 30, 2002, the Company's balance sheets show a
working capital deficit of about $5.5 million.

Protection One, one of the leading commercial and residential
monitored security services companies in the United States and a
leading security provider to the multifamily housing market
through Network Multifamily, serves more than one million
customers in North America. For more information on Protection
One, go to http://www.ProtectionOne.com  


PROVELL INC: Court to Consider Disclosure Statement on Dec. 6
-------------------------------------------------------------
A hearing will be held on December 6, 2002, at 10:00 a.m.,
before the Honorable Allan L. Gropper, U.S. Bankruptcy Judge for
the Southern District of New York, to consider the adequacy of
the Disclosure Statement prepared by Provell, Inc., and its
debtor-affiliates, explaining the Debtors' Joint Plan of
Reorganization.  Provell will also ask Judge Gropper to approve
uniform solicitation procedures in asking creditors to vote to
accept or reject the Company's plan.  

Any objections to the Disclosure Statement must be received by
the Clerk of the Bankruptcy Court on or before December 3, 2002.
Copies must also be served on:

      1. Counsel to the Debtors and Debtors-in-Possession
         Proskauer Rose LLP
         1585 Broadway
         New York, NY 10036
         Attn: Alan B. Hyman, Esq.
               Jeffrey W. Levitan, Esq.

      2. Counsel to the Official Committee of Unsecured
           Creditors
         Lowenstein Sandler P.C.
         65 Livingston Avenue,
         Roseland, NJ 07068
         Attn: Sharon L. Levine, Esq.

      3. Office of the U.S. Trustee
         33 Whitehall Street, 21st Floor
         New York, NY 10004
         Attn: Paul Kenan Schwartzberg, Esq.

Provell, Inc., develops, markets and manages an extensive
portfolio of membership and customer relationship management
programs that provide discounts and other benefits to members in
the areas of shopping, travel, hospitality, entertainment,
health/fitness, finance, cooking and home improvement.  The
company filed for chapter 11 protection on May 9, 2002.  Alan
Barry Hyman, Esq., Jeffrey W. Levitan, Esq., and Maryse S.
Selit, Esq., at Proskauer Rose LLP represent the Debtors in
their restructuring efforts. When the Debtors filed for
protection from its creditors, they listed $40,574,000 in total
assets and in $82,964,000 total debts.
          

PROVIDIAN FINANCIAL: Moody's Confirms Lower-B/Junk Debt Ratings
---------------------------------------------------------------
Moody's Investors Service confirmed the ratings of Providian
Financial Corporation and its unit Providian National Bank.

Outlook is stable.

                   Ratings Confirmed:

* Providian Financial Corporation

  - senior unsecured debt rating of B2.

* Providian Capital I

  - the preferred stock rating of Caa1.

* Providian National Bank

  - bank rating for long-term deposits of Ba2

  - ratings on senior bank notes and other senior long-term
    obligations of Ba3;

  - issuer rating of Ba3;

  - subordinated bank notes rating of B1, and

  - bank financial strength rating of D.

The ratings confirmation reflects the numerous measures the
company has taken just to strengthen its financial position,
including portfolio sales, facility closings, and the
implementation of conservative underwriting and marketing plans.

Moody's said that, "Providian continues to face significant
longer-term challenges. The company's current ratings reflect
these challenges. Providian's access to funding remains limited,
and while the probability of an early amortization of all of its
securitizations is remote, such a development would quickly
absorb the company's excess liquidity and its excess regulatory
capital."

Providian Financial Corporation, the ninth largest issuer of
credit cards in the U.S., is headquartered in San Francisco,
California.


RFS ECUSTA: Wants Until December 21 to File Schedules
-----------------------------------------------------
RFS Ecusta Inc., and RFS US Inc., want the U.S. Bankruptcy Court
for the District of Delaware to give them more time to file
their schedules and statements as required by the Bankruptcy
Code.  The Debtors ask the Court to give them until December 21
to prepare and deliver these documents.

Bankruptcy Rule 1007(c) provides that a debtor "shall file
schedules of assets and liabilities, a schedule of current
income and expenditures, a schedule of executory contracts and
unexpired lease, and a statement of financial affairs" on the
petition date or 15 days after if the petition is accompanied by
a list of all the debtor's creditors.

The Debtors submit that they have "cause" to extend their time
to file the Schedules.  The Debtors tell the Court that they
have not yet had the sufficient time to collect and assemble all
of the requisite financial data and other information and to
prepare all of the Schedules required by the Bankruptcy Rules.

The Debtors report that they have already begun and will
continue to work diligently to compile the information necessary
to complete the Schedules.  To that end, the Debtors must gather
information from various documents and locations and complete
the posting of the Debtors' books of account.  Then the Debtors
must review the information to verify the Schedules.  

However, given the critical matters with which the Debtors'
finance department has been and is currently dealing, the
Debtors do not believe that they will have sufficient time to
complete preparation of the Schedules within the time period
required by Bankruptcy Rule 1007(c).

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.


R.H. DONNELLEY: Offering $750 Million Senior Notes
--------------------------------------------------
R.H. Donnelley Inc., a subsidiary of R.H. Donnelley Corporation
(NYSE: RHD), is planning an offering, through one of its
subsidiaries, of $300 million of senior notes and $450 million
of senior subordinated notes to certain institutional investors
in an offering exempt from the registration requirements of the
Securities Act of 1933.

R.H. Donnelley Inc., intends to use the proceeds from the
offering to partially finance the acquisition of Sprint
Corporation's directory publishing business, to repay existing
senior debt and for general corporate purposes.

The senior notes and the senior subordinated notes to be offered
have not been registered under the Securities Act of 1933 and
may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements. This press release shall not constitute an offer
to sell or a solicitation of an offer to buy such notes and is
issued pursuant to Rule 135c under the Securities Act of 1933.

As reported in Troubled Company Reporter's Tuesday Edition,
Standard & Poor's affirmed its double-'B' corporate credit
rating on R.H. Donnelley Inc.

In addition, the rating was removed from CreditWatch where it
was placed September 23, 2002. The outlook is stable. The
company had $224 million of debt outstanding at September 30,
2002.


ROYAL CARRIBEAN: S&P Affirms BB+ Ratings on Related Transactions
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its double-'B'-plus
ratings on class A-1 of two synthetic transactions linked to
Royal Caribbean Cruises Ltd. and removed them from CreditWatch
with positive implications.

The rating actions follow the affirmation of Royal Caribbean
Ltd.'s corporate credit and senior unsecured debt ratings on
Oct. 25, 2002.

Both synthetic issues are swap-independent synthetic
transactions that are weak-linked to the underlying collateral,
Royal Caribbean Cruises Ltd.'s debt. The rating actions reflect
the credit quality of the underlying securities issued by Royal
Caribbean Cruises Ltd.

     Ratings Affirmed and Removed from Creditwatch Positive

     Corporate Backed Trust Certificates Series 2001-27 Trust
             $38.028 million corporate-backed certs

                             Rating
               Class      To        From
               A-1        BB+       BB+/Watch Pos

     Corporate Backed Trust Certificates Royal Caribbean
              Debenture-Backed Series 2001-30
          $21.293 million debenture-backed certs

                             Rating
               Class      To        From
               A-1        BB+       BB+/Watch Pos


SECURITY ASSET: Firming-Up Debt Restructuring Transaction
---------------------------------------------------------
Security Asset Capital Corp., (OTCBB:SCYA) is finalizing the
conversion of most of its remaining unsecured debt of
approximately $3.0 million into shares of Series A Convertible
Redeemable Preferred Stock. SCYA has authorized 20,000,000
shares $0.001 par value. The Convertible Redeemable Preferred
stock converts to common stock at $2.00 per share anytime
between Sept. 30, 2002 and Aug. 30, 2003.

                    Licensing Agreements

Security Asset Capital Corp., (OTCBB:SCYA) has secured the
use of certain patented technology covering a computerized
dispute resolution system. SCYA intends on using the patented
technology in connection with the development of an automated
system for the settlement of consumer debts in the United
States. The technology will be used in conjunction with other
systems either developed or under development by SCYA. Although
it cannot provide assurances, SCYA anticipates initial revenues
from this settlement system by the second quarter of 2003. There
can be no assurance that this product will be successfully
developed or when developed profitable to SCYA.

                 Appointment of Earle Zimmerman

Additionally, Earle Zimmerman recently joined the Security Asset
Capital Corp.'s management team as its vice president for
investor and shareholder relations. Zimmerman will insure that
no information is improperly disseminated. Zimmerman most
recently marketed the opening of Optimum Bank based in
Plantation, Fla.

Security Asset Capital's June 30, 2002 balance sheets show a
working capital deficit of about $2 million.


SI TECHNOLOGIES: Reports Increased Gross Margin After Workout
-------------------------------------------------------------
SI Technologies, Inc., and Subsidiaries is a designer,
manufacturer and marketer of high-performance industrial
sensors, weighing and factory automation systems, and related
products. Acquisitions over the past seven years have
diversified the Company's revenue base and positioned SI
Technologies as an integrator of technologies, products and
companies that are enabling SI to become a leading global
provider of devices, equipment and systems that handle, measure
and inspect goods and materials. SI products are used throughout
the world in a wide variety of industries, including aerospace,
agriculture, aviation, food processing and packaging, forestry,
manufacturing, mining, transportation/distribution and waste
management.    

Net sales for the year ended July 31, 2002 declined to
$32,613,000, or 10.1%, from $36,291,000 for the year ended July
31, 2001. The decrease in sales is primarily attributable to
continuation of the global manufacturing recession's impact on
capital equipment markets. Following a sales decline of 7-16%
year-over-year in the first three quarters of 2002, the fourth
quarter sales were comparable to 2001.

Gross profit for the year ended July 31, 2002 decreased
$230,000, or 1.9%, to $11,719,000 from $11,949,000 for the year
ended July 31, 2001. The decrease in gross profit is primarily
attributable to lower sales volume, however, the contribution of
the benefit of outsourcing products to lower cost producers
resulted in a significant improvement in the gross margin
percentage. The corresponding gross margins for the periods were
35.9% and 32.9%, respectively. The year-over-year increase in
gross margin is the result of the consolidation of the Company's
operations and placing into effect the restructuring.    

Net gain for the year ended July 31, 2002 was $1,673 as opposed
to a net loss of $7,128 for the year ended July 31, 2001.

At July 31, 2002, the Company's cash position was $238,000
compared to $380,000 at July 31, 2001. Cash available in excess
of that required for general corporate purposes is used to
reduce borrowings under the Company's line of credit. Working
capital increased to a $2,377,000 from a deficit of ($5,177,000)
at July 31, 2001. This significant change in working capital was
principally caused by the Company's being in violation of
certain of its debt covenants at July 31, 2001, which required
that all long-term debt be classified as short-term debt, and
the subsequent reinstatement of a normal credit arrangement in
2002.  

The Company's existing capital resources consist of cash
balances and funds available under its line of credit, which are
increased or decreased by cash provided by or used in operating
activities. Cash provided by operating activities in 2002 was
$910,000. Operating income, reduction of trade receivables and
the cash benefit of depreciation was used to reduce trade
payables and increase inventories to levels guaranteeing
continuing availability of products given longer lead times from
new suppliers. Management anticipates generating a similar level
of cash from operating activities in 2003 assuming revenues
remain stable.  

The Company's cash requirements consist of its general working
capital needs, capital expenditures, and obligations under its
leases and notes payable. Working capital requirements include
the salary costs of employees and related overhead and the
purchase of material and components. The Company anticipates
capital expenditures of approximately $200,000 in 2003 as
compared to $118,000 in 2002. The Company expects to extend its
current lines of credit and has sufficient cash flow available
to pay current maturities of long-term debt of $2,148,000. As of
July 31, 2002, the Company had $796,000 available under its
lines of credit.
  
In June 2002, the Company amended its principal credit agreement
with its bank. The terms provide for a revolving line of credit
up to a maximum of $6,500,000 with interest at prime plus 2.75%.
Monthly payments on the line are interest only with principal
due November 30, 2002. The new credit agreement provides a new
term note for $1,500,000 with interest at prime plus 3.25%.
Monthly payments on the new term note are $25,000 plus interest
with principal due November 30, 2002. Monthly payments on the
existing note payable are reduced to $56,058 plus interest at
prime plus 1.75%, with the remaining terms of the existing note
unchanged. The line and both notes are secured by substantially
all of the Company's assets and are cross-collateralized and
cross-defaulted. The Company is required to maintain certain
levels of earnings before interest, taxes, depreciation and
amortization, tangible net worth and fixed charge coverage and
may not pay any cash dividends under terms of the agreement.


SKYWORKS SOLUTIONS: Inks Debt Restructuring Pact with Conexant
--------------------------------------------------------------
Skyworks Solutions, Inc. (Nasdaq: SWKS), with a working capital
deficit of about $102 million at June 30, 2002, has reached an
agreement with Conexant Systems, Inc., (Nasdaq: CNXT) to
restructure $215 million of debt owed to Conexant.

"I am extremely pleased to report that we have implemented a
comprehensive and accretive financing plan to significantly
enhance Skyworks' capital structure," said David J. Aldrich,
Skyworks' president and chief executive officer. "With the
financing activity behind us, we can intensify focus on
leveraging our product depth and breadth across our diversified
customer base with truly differentiated wireless communications
solutions."

As part of the comprehensive agreement, Skyworks will prepay
approximately $140 million of debt owed to Conexant from the
proceeds of the previously announced private placement of its
convertible subordinated notes due 2007. Of the prepayment
amount, up to $105 million will be used to prepay, in part,
certain 15 percent promissory notes and the remainder will be
used to prepay, in part, amounts outstanding under a revolving
credit facility, all of which were issued pursuant to a
financing agreement entered into between the parties on June 25,
2002. The balance of the notes issued to Conexant will be
exchanged for a new 15 percent convertible debt security with an
extended maturity date of June 2005. The new convertible debt
security may be redeemed, in whole or in part, by Skyworks at
any time after May 2004 at 103 percent of principal.

The available revolving credit facility between the parties will
be reduced to $50 million and once Skyworks reduces the amounts
outstanding under this credit facility to less than $20 million,
Conexant will release its security interest in all assets and
properties of Skyworks. In addition, if the balance of the
credit facility is reduced to below $20 million and not redeemed
in full, Skyworks may substitute additional 15 percent
convertible debt securities due June 2005 in lieu of any such
balance, which would otherwise become due in June 2003.

"Our agreement with Conexant enables us to manage down our debt
through longer-term and lower-cost vehicles," said Paul E.
Vincent, Skyworks' chief financial officer. "Completing this
strategic milestone dramatically reduces our financial overhang,
provides Skyworks with far more flexibility and considerably
lowers our cost of capital." The restructuring agreement with
Conexant remains subject to the closing of the private placement
of Skyworks' convertible subordinated notes due 2007.

Skyworks is the industry's leading wireless semiconductor
company focused on RF and complete cellular system solutions for
mobile communications applications. The company began operations
in June 2002, following the completion of the merger between
Alpha Industries Inc., and Conexant's wireless communications
business. Skyworks is focused on providing front-end modules, RF
subsystems and cellular systems to wireless handset and
infrastructure customers worldwide.

Skyworks is headquartered in Woburn, Mass., and has executive
offices in Newport Beach, Calif. The company has design,
engineering, manufacturing, marketing, sales and service
facilities throughout North America, Europe, Japan and Asia
Pacific. For more information visit http://www.skyworksinc.com  


SL INDUSTRIES: Fails to Complete Refinancing of Credit Facility
---------------------------------------------------------------
SL Industries, Inc., (NYSE & PHLX:SL) announced that revenue for
the third quarter ended September 30, 2002, was $34,580,000,
compared to $33,968,000 for the third quarter last year, a 1.8%
increase.

Net income from continuing operations was $583,000, compared to
net loss of $1,084,000 in the third quarter of 2001.

The net loss from continuing operations for the third quarter of
2001 included goodwill amortization of $127,000, which, if not
included consistent with reporting in 2002, would have reduced
the net loss from continuing operations for the third quarter of
2001 to $957,000.

Net sales from continuing operations for the nine months ended
September 30, 2002 were $101,937,000, compared to net sales of
$104,029,000 for the nine months ended September 30, 2001, a
decrease of $2,092,000, or 2%.

Net income from continuing operations for the nine months ended
September 30, 2002 was $191,000, compared to a net loss of
$3,299,000 for the same period last year.

The net loss from continuing operations for the nine months
ended September 30, 2001 included goodwill amortization of
$363,000, which, if not included consistent with reporting in
2002, would have reduced the net loss from continuing operations
for the nine months ended September 30, 2001 to $2,936,000.

The Company reported net new orders of $27,362,000 in the third
quarter of 2002, compared to net new orders of $35,487,000 for
the third quarter of 2001. Backlog at September 30, 2002 was
$57.7million, compared to $61.1 million a year earlier.

Commenting on the results, Warren Lichtenstein, Chairman and
Chief Executive Officer of SL Industries, Inc. said, "The
financial results represent the second consecutive quarterly
profit reported by the Company after the completion of its
restructuring plan. Over the past quarter, the Company
experienced soft demand in several of its served market niches.
However, with its reduced fixed costs and increased
manufacturing efficiency, the Company has been able to improve
profitability. The sales decrease for the nine months ended
September 30, 2002, largely represents the Company's strategic
decision to withdraw a significant amount of its
telecommunications-related products from the market."

Lichtenstein continued, "Unfortunately, despite our best
efforts, we were unable to complete the refinancing of the
Company's line of credit by October 31, 2002. As a result, the
Company paid its lenders a facility fee of $780,000, as provided
in its credit agreement, which will impact fourth quarter
financial results. We are continuing to work towards refinancing
the credit line prior to the maturity date of December 31,
2002."

SL Industries, Inc. designs, manufactures and markets Power and
Data Quality (PDQ) equipment and systems for industrial,
medical, aerospace and consumer applications. For more
information about SL Industries, Inc. and its products, please
visit the Company's web site at www.slpdq.com.

                          *    *    *

On May 23, 2002, the Company and its lenders reached an
agreement, pursuant to which the lenders granted a waiver of
default and amended certain financial covenants of the Company's
revolving credit facility, so that the Company is in full
compliance with the revolving credit facility after giving
effect to the Amendment.

SL Industries, Inc., has retained Imperial Capital, LLC to act
as its financial advisor.

Imperial Capital, LLC will spearhead the Company's initiative to
explore a sale of some or all of its businesses and will also
assist management in its ongoing efforts to secure new long term
debt to refinance the Company's current revolving credit
facility which matures on December 31, 2002.


SOS STAFFING: Posts Improved Financial Results for 3rd Quarter
--------------------------------------------------------------
SOS Staffing Services Inc., (Nasdaq:SOSS) announced operating
results for the 13-week period ended Sept. 29, 2002.

Service revenues from continuing operations for the 13-week
period ended Sept. 29, 2002 were $48.8 million, compared to
$57.8 million for the corresponding period of the prior fiscal
year, a decrease of 16%.

Income from continuing operations for the 13-week period ended
Sept. 29, 2002 was $708,000, compared to income from continuing
operations of $762,000 for the corresponding period of the prior
fiscal year.

For the 13-week period ended Sept. 29, 2002, the company
reported net income of $627,000, including a loss of $81,000
from discontinued operations. In comparison, for the 13-week
period ended Sept. 30, 2001, the company reported a net loss of
$32.4 million, including a loss from discontinued operations of
$33.1 million.

At September 29, 2002, SOS Staffing's balance sheets show that
its total current liabilities exceeded its total current assets
by about $220,000.

JoAnn Wagner, the company's chairman, president and chief
executive officer, stated, "We are pleased with the
profitability achieved by the company during the third quarter
of 2002. By focusing on operating efficiencies and reducing
overhead, we have shown that the company can be profitable
during these difficult economic conditions. Through our
streamlining efforts and by focusing on our core competencies,
we are well positioned to grow when the business environment
improves."

During the fourth quarter of fiscal 2002, the company will
perform its required annual impairment test of goodwill and
other intangible assets in accordance with SFAS 142. The company
has not determined the amount of impairment, if any. However,
given the continued decline in its market capitalization, it is
likely that a significant impairment charge to income from
continuing operations will be recorded in the fourth quarter.

In September 2002, the Auditing Standards Board issued an
interpretation regarding financial statements previously audited
by auditors whose operations have ceased. Such interpretation
states that, in the event a corporation's previous auditor has
ceased operations and is unable to issue a report on financial
statements of previous years that reflect discontinued
operations, a re-audit must be performed for such years. During
2002, the company sold its Truex operations. As a result, the
company is required to reflect the current year results from
operations of Truex as discontinued operations. All comparative
prior periods must have a comparable presentation. The company's
previous auditor, Arthur Andersen, LLP, has ceased operations
and is no longer employed by the company. Since Arthur Andersen
has ceased operations, it is unable to issue a report on the
financial statements reflecting the discontinued operations for
the fiscal years 2001 and 2000. The company anticipates engaging
its current auditor, KPMG, to perform the re-audit of such
fiscal years. The re-audit of prior years is only being
conducted as a result of the recent Auditing Standards Board
interpretation and is not due to any inaccuracies in previously
reported results or any change in the financial condition of the
company.

SOS Staffing Services Inc., is a provider of commercial staffing
and employment-related services, operating through a network of
90 offices.


SPECTRASITE HOLDINGS: Will File Prepack. Chapter 11 by Nov. 15
--------------------------------------------------------------
SpectraSite Holdings, Inc. (Nasdaq:SITE), one of the largest
wireless tower operators in the United States, has reached
agreements with beneficial holders of approximately 66% of its
senior notes in support of a restructuring plan that will
eliminate SpectraSite's holding company debt and reduce future
consolidated annual interest expense by approximately $200
million.

The restructuring will be accomplished through a pre-arranged
plan of reorganization in a case filed under Chapter 11 of the
Bankruptcy Code. The plan will only involve SpectraSite
Holdings, Inc., which is a holding company without any business
operations of its own, and is not expected to adversely impact
SpectraSite Communications, Inc., the operating company
subsidiary that conducts the Company's day-to-day operations. As
a result, the Company anticipates that its employees, customers,
property owners, suppliers and any other entity doing business
with SpectraSite Communications will not be adversely affected.
The restructuring plan is also not expected to constitute an
event of default or otherwise adversely affect SpectraSite
Communications' $1.1 billion senior credit facility, which is
expected to continue to be serviced from operating cash flow by
SpectraSite Communications.

To implement the plan, SpectraSite Holdings, Inc., will file in
Federal court a pre-arranged Plan of Reorganization under
Chapter 11 of the U.S. Bankruptcy Code. SpectraSite's agreements
with its senior note holders will terminate if the Plan is not
filed by November 15, 2002.

Steve Clark, President and CEO of SpectraSite, stated, "We are
committed to completing this reorganization as quickly and as
smoothly as possible. This plan enables SpectraSite to
significantly strengthen its balance sheet and insures that the
Company will continue to be a provider of collocation properties
for the wireless carriers over the long term. Throughout this
process there should be no impact on our day-to-day operations
and we will serve our customers and property owners without
interruption. All of us at SpectraSite remain focused on our
core business, leasing space on our towers, and we look forward
to emerging from Chapter 11 as a financially stronger company."

              Terms of the Debt Restructuring Plan

According to the agreed terms, the Company's outstanding
securities will be treated as follows:

     --  The existing $2.0 billion aggregate principal amount at
maturity of senior notes plus accrued interest will be exchanged
for 100% of the reorganized Company's new common stock, subject
to dilution by the existing common stock holders through
warrants to purchase new common stock and by management through
options to buy new common stock under a new stock option plan.  

     --  The existing common stock will be exchanged for new
warrants to purchase 5% of the shares of new common stock on a
fully diluted basis. The strike price of the warrants will be
based on an enterprise value of the Company of $1.5 billion.  

     --  All existing warrants and options to purchase common
stock will be canceled.  

The Company's current management team and Board of Directors
will remain in place during the Chapter 11 case. Upon completion
of the Chapter 11 process, a new Board of Directors will be
elected, consisting of five members, including Steve Clark, the
Company's Chief Executive Officer, and four members to be
selected by the senior note holder committee.

Completion of the restructuring plan is subject to certain
conditions, including its acceptance by affected holders of
claims, whose approval will be solicited as part of the
bankruptcy process. Having already achieved agreement with the
informal committee representing more than a majority of the
senior note holders, the Company believes that it will receive
the votes required for approval of the plan.

Completion of the restructuring plan is also subject to the
completion of certain transactions with either Cingular or SBC
on terms that are approved by the senior note holders.

A Current Report on Form 8-K will be filed with the Securities
and Exchange Commission containing additional details regarding
the agreed restructuring terms.

SpectraSite Communications, Inc. -- http://www.spectrasite.com
-- based in Cary, North Carolina, is one of the largest wireless
tower operators in the United States. At June 30, 2002,
SpectraSite owned or managed approximately 20,000 sites,
including 7,994 towers primarily in the top 100 markets in the
United States. SpectraSite's customers are leading wireless
communications providers and broadcasters, including AT&T
Wireless, ABC Television, Cingular, Nextel, Paxson
Communications, Sprint PCS, Verizon Wireless and Voicestream.


TRANSPORTATION TECH.: Revenue Decline Spurs Moody's Downgrades
--------------------------------------------------------------
The Moody's Investors Service downgraded the ratings of
Transportation Technologies Industries, Inc.  Outlook is stable.

                    Ratings Downgraded             

- Downgraded to B2, from B1, of the ratings of approximately
  $239 million of guaranteed senior secured bank credit
  facilities, including:

  * $35 million guaranteed senior secured revolving credit
    facility maturing March 2005 (Reduced from $50 million
    commitment in March 2001);

  * $100 million (approximately $68 million remaining)
    guaranteed senior secured term loan A maturing March 2006;
    and

  * $150 million (approximately $136 million remaining)
    guaranteed senior secured term loan B maturing March 2007;

- Downgraded to Caa1, from B3, of the rating approximately $152
  million current balance (after PIK interest additions) of 15%
  senior subordinated notes due March 2008 (privately held by    
  three financial institutions);

- Downgraded to B2, from B1, senior implied rating;
                                      
- Downgraded to B3, from B2, senior unsecured issuer rating

The lowered rating actions reflect the prolonged decline of
Transportation Tech.'s revenue base due to the extreme
cyclicality of its markets.

It is Moody's concern, "that continued weak demand will prevent
Transportation Tech from meeting its existing covenant
requirements beginning with the quarter ending March 31, 2003,
when the requirements are scheduled to adjust to considerably
more stringent levels."

The company remains highly leveraged.

However, the stable outlook mirrors that the company has
remained in compliance with its bank covenants and expects to
end the fiscal year with an excess of $10 million in cash on its
balance sheet.

Transportation Tech., a leading manufacturer within the truck
components segment of the transportation industry, is
headquartered in Chicago, Illinois.


UNITED AIRLINES: Blaylock Raises Rating Recommendation to "Hold"
----------------------------------------------------------------
Blaylock & Partners' airlines and transportation analyst Ray
Neidl has upgraded his ratings recommendations for United
Airlines's stock (NYSE: UAL) to "Hold" from "Sell."  

In his reports Mr. Neidl writes that his upgrades stem from
UAL's reduced chances of filing for bankruptcy, based on
yesterday's announcement that it had reached an in-principle
agreement with German bank KFW to restructure $500 million in
debt.  The company also reached a tentative agreement with the
Transport Workers Union on labor cost savings, which awaits
approval from the Labor Committee of the UAL Board and the board
itself.  Mr. Neidl notes that UAL's request from the ATSB for a
$1.8 billion in federal loan guarantees looks promising as the
ATSB recently approved loan guarantees for smaller carriers.

Blaylock's ratings system consists of "buy," "hold" and "sell"
recommendations.  Investment banking stocks have a "not rated"
designation. Institutional investors interested in receiving
more information should contact Mr. Neidl at 212/715-6627 --
rneidl@blaylocklp.com   Journalists interested in receiving
copies of the research reports should contact Dao Tran at
dtran@starkmanassociates.com  

Based in New York, Blaylock & Partners, L.P. has been ranked by
Black Enterprise magazine as the number one minority-owned
investment banking firm for 1999 and 2000.  The firm has co-
managed four of the largest most recent IPOs -- Travelers
Property Casualty Corp., Prudential Financial, Inc., Kraft Foods
Inc., and Agere Systems Inc.  Blaylock & Partners is a member of
the NASD and SIPC.

Blaylock & Partners, L.P. is a member of the National
Association of Securities Dealers, CRD number 35669.


US AIRWAYS: Wants More Time to Remove Prepetition Civil Actions
---------------------------------------------------------------
As of the Petition Date, US Airways Group Inc., and its debtor-
affiliates are parties to numerous judicial and administrative
proceedings currently pending in various courts or
administrative agencies throughout the United States and the
world.  The actions involve a wide variety of claims.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom, tells Judge Mitchell that the Debtors need more time to
determine which state court actions they will remove to the
Bankruptcy Court for continued litigation and resolution.

Rule 9027 of the Federal Rules of Bankruptcy Procedure and
28 U.S.C. Sec. 1452 govern the removal of pending civil actions.

Section 1452 specifically provides that:

    "A party may remove any claim or cause of action in a civil
    action other than a proceeding before the United States Tax
    Court or a civil action by a governmental unit to enforce
    such governmental unit's police or regulatory power, to the
    district court for the district where such civil action is
    pending, if such district court has jurisdiction of such
    claim or cause of action under section 1334 of this title."

Bankruptcy Rule 9027 sets forth the time period for filing
notices to remove claims or causes of action and provides, in
pertinent part:

  "If the claim or cause of action in a civil action is pending
  when a case under the [Bankruptcy] Code is commenced, a notice
  of removal may be filed in the bankruptcy court only within
  the longest of: (A) 90 days after the order for relief in the
  case under the [Bankruptcy] Code, (B) 30 days after entry of
  an order terminating a stay, if the claim or cause of action
  in a civil action has been stayed under Section 362 of the
  [Bankruptcy] Code, or (C) 30 days after a trustee qualifies in
  a chapter 11 reorganization case but not later than 180 days
  after the order for relief."

The current deadline to remove actions will expire on November
11, 2002.

Accordingly, the Debtors ask Judge Mitchell to extend the
removal period to the later to occur of:

  (a) March 31, 2003, or

  (b) 30 days after entry of an order terminating the automatic
      stay for any particular action sought to be removed.

Mr. Butler explains that the extension will afford the Debtors
an opportunity to make informed decisions about the possible
removal of the Actions.  This will protect the Debtors' valuable
right to economically adjudicate lawsuits pursuant to 28 U.S.C.
Section 1452 if the circumstances warrant removal.

Mr. Butler assures the Court that the Debtors' adversaries will
not be prejudiced by an extension because they may not prosecute
the Actions absent relief from the automatic stay.  Furthermore,
Mr. Butler says, the requested extension will not prejudice any
adversary whose proceeding is removed from pursuing remand in
keeping with 11 U.S.C. Section 1452(b).  "The proposed extension
will not prejudice the rights of other parties to the Actions,"
Mr. Butler adds.

Bankruptcy Rule 9006(b)(1) permits the Court to enlarge the
removal period.  Bankruptcy Rule 9006(b)(1) provides that:

    "Except as provided in paragraphs (2) and (3) of this
    subdivision, when an act is required or allowed to be done
    at or within a specified period by these rules or by a
    notice given thereunder or by order of court, the court for
    cause shown may at any times in its discretion (1) with or
    without motion or notice order the period enlarged if the
    request therefor is made before the expiration of the
    period originally prescribed or as extended by a previous
    order or (2) on motion made after the expiration of the
    specified time period permit the act to be done where the
    failure to act was the result of excusable neglect." (US
    Airways Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
    Service, Inc., 609/392-0900)


US AIRWAYS: Receives Approval for $500 Million DIP Financing
------------------------------------------------------------
U.S. Bankruptcy Court Judge Stephen S. Mitchell gave final
approval for The Retirement Systems of Alabama to provide US
Airways with $500 million in debtor-in-possession financing as
part of US Airways' reorganization.

The court had previously given interim approval while creditors
and other interested parties reviewed the DIP proposal.  US
Airways has drawn $300 million of the $500 million facility.  
Under the terms of the agreement, the remaining $200 million can
be accessed, subject to certain conditions, including that US
Airways meets all the conditions of the Air Transportation
Stabilization Board loan guarantee.  The ATSB gave conditional
approval of a $900 million federal guarantee of a $1 billion
loan this past summer, but the airline must meet certain
financial conditions and emerge from Chapter 11 protection
before it can access the funds.

Separately, RSA has made an offer to invest $240 million in
equity for a 37.5 percent ownership stake in the restructured
airline.  US Airways is completing a bidding process for other
potential investors to offer competing investment offers, and
that deadline for submitting competing qualified investment
offers expires on Nov. 15, 2002.

In other matters before the court, US Airways sought and was
granted additional time to assume or reject its real estate
leases through March 31, 2003.  Additionally, the court approved
a number of agreements related to aircraft, allowing more time
for negotiations with its lessors and lenders.

The company continues to target a March 2003 emergence from
Chapter 11 protection.


VERITAS DGC: Will Publish First Quarter Results on Nov. 25, 2002
----------------------------------------------------------------
Veritas DGC, Inc., (NYSE & TSX: VTS) announced that its earnings
for the quarter ended October 31, 2003, will be below consensus
earnings estimates of $0.18 per share due to several operational
disruptions, lower multiclient margins and severance costs.  
These items are summarized as follows:

1. Operational disruptions - The Company implemented force
   majeure provisions in four of its contracts due to external
   events negatively impacting its land business including:

   * Hurricanes Isadore and Lili

   * Local community problems in Bolivia

   * Lightning damage in Canada and South America

   These events have negatively impacted contract margins for
   the quarter by approximately $4.0 million, or $0.08 per
   share.

2. Multiclient margins - Multiclient margins are expected to be
   approximately $2.0 million ($0.04 per share) below forecasts
   due to a greater mix of sales of lower margin surveys.

3. Severance/other - Severance and other unusual charges are
   expected to be approximately $1.0 million ($0.02 per share)
   due to a reduction in force.

Chairman and CEO Dave Robson commented, "It is extremely unusual
to experience such a confluence of operational disruptions
during a quarter.  As far as I'm aware, this was the first time
we have invoked a force majeure provision in a contract in over
ten years. In this quarter we experienced four. As a result of
this quarter's shortfall and general sluggishness in the seismic
sector, we have been evaluating overhead and capital spending
levels and expect to make additional reduction in these areas.  
On a positive note, our core businesses remain healthy and there
are indications that the second quarter's multiclient revenues
will be improved as new customer budgets are approved.  Taking
into consideration all of these factors, we are lowering our
earnings guidance for fiscal 2003 to approximately $0.80 to
$0.90 per share."

The Company will be releasing its results for the first quarter
ended October 31, 2002, on Monday, November 25th, after the
market closes and will be holding a conference call to discuss
the quarter's results on Tuesday, November 26th at 9:00 a.m.
EST.   

The dial-in number to participate is 877-218-0204. Should you
have difficulty with the aforementioned "800" number, phone
303-262-2141 to be connected toll free.

There will also be a real-time audio webcast of the conference
call at the Company's Web site, http://www.veritasdgc.com.  
Windows Media player software is required and is available, free
of charge, for download through the website. Individuals
accessing the audio webcast will be "listen only" and will not
have the capability to take part in the Q&A session.

A digital replay will be available at the conclusion of the call
until the close of business Tuesday, December 10th. Interested
individuals can phone 877-405-2236 or 303-590-3000 pin code
494831 or access the webcast replay at http://www.veritasdgc.com    

Veritas DGC Inc., headquartered in Houston, Texas, is a leading
provider of integrated geophysical services and technologies to
the petroleum industry worldwide.

                          *   *   *

As previously reported in the Troubled Company Reporter, S&P
Rated Veritas' $275 million Senior Secured Notes at BB+.


VIVENDI UNIVERSAL: Enters Negotiations to Sell Houghton Mifflin
---------------------------------------------------------------
Vivendi Universal (NYSE: V; Paris Bourse: EX FP) has entered
into exclusive negotiations with the consortium formed by Thomas
H. Lee Partners, Blackstone Group, Bain Capital and Apax
Partners with a view to disposing of Houghton Mifflin.

The sale is expected to go ahead on the basis of an enterprise
value of Euro 1.75 billion, representing 1.4 times Houghton
Mifflin's 2001 revenue and 9.5 times its 2001 EBITDA after
bookplate amortization.

Excluding the games businesses, the Vivendi Universal Publishing
asset sales completed or under way since January 1, 2002 amount
to an enterprise value of Euro 4.3 billion (professional press,
Comareg, Groupe L'Express-L'Expansion, Houghton Mifflin and the
publishing businesses in Europe and Latin America).

Vivendi Universal also confirms that, as announced on September
25, it is targeting disposals of Euro 12-billion-worth of assets
over 18 months (excluding Cegetel and Vivendi Environnement),
under satisfactory conditions for shareholders despite difficult
markets. The company already estimates that it will have sold
assets worth more than Euro 5 billion in enterprise value by the
end of the year. This gives it an advance of over one quarter on
its initial schedule, which planned for asset sales worth Euro 5
billion by March 2003.

                         *    *    *

As reported in Troubled Company Reporter's September 27, 2002
edition, the Company stated:

"We are leaving the crisis behind us.

"In a very unfavorable economic climate, marked by the Enron and
Worldcom scandals, the downgrading of Vivendi Universal's status
by the rating agencies and the banks' sudden loss of confidence
in the company's future, brought the financial crisis to a
height in early July. The cash crunch came when the company had
an untenable level of debt given the available cash flow (35
billion euros at June 30, 2002, of which 19 billion euros for
Media and Communication), with repayment terms that were too
tight and could not be rescheduled.

"The situation was resolved in two phases.

     - On July 10, 2002, Vivendi Universal obtained a short-term
credit line of 1 billion euros from a group of seven
international banks. This facility pushed back the risk of
immediate default, and gave the company time to negotiate
refinancing so that it could meet its needs over a longer term.

     - On September 18, 2002, the banks agreed a 3 billion euro
medium-term credit line, replacing the 1 billion euro facility
obtained in July. This loan takes the form of three tranches,
each one secured, with repayment dates spread over the period
from November 2003 to December 2004 at the latest. It will give
the company a breathing space pending receipt of revenue from
the disposal of assets."

The risk associated with the company's cash position is
therefore in the process of being eliminated, especially since
negotiations on extending the repayment date of the Vivendi
Universal Entertainment credit line (1.6 billion euros) from
November 2002 to November 2003 are at a very advanced stage.

Within the next 18 months, Vivendi Universal is expected to sell
off assets worth 12 billion euros, of which divestments of at
least 5 billion euros will be completed within nine months. This
plan will return the company to a financial situation that
should earn it BBB/Baa2 status from the rating agencies.


WARNACO GROUP: Seeks Approval of Proposed Plan Voting Procedures
----------------------------------------------------------------
Pursuant to Sections 105, 1125 and 1126 of the Bankruptcy Code,
as supplemented by Rules 3017, 3018 and 3020 of the Federal
Rules of Bankruptcy Procedure, The Warnaco Group, Inc., and its
debtor-affiliates ask the Court for an order:

    (a) establishing procedures and rules for soliciting and
        tabulating votes on the Plan; and

    (b) approving the forms of Ballots and Notices.

Kelly A. Cornish, Esq., at Sidley Austin Brown & Wood LLP, in
New York, contends that these procedures will enable voting and
voting tabulation with respect to the Plan to proceed fairly and
orderly, and in accordance with applicable provisions of the
Bankruptcy Code and the Bankruptcy Rules.

A. Establishment of Record Date

   The Debtors propose that November 13, 2002 be the record date
   for purposes of determining those holders of:

   (a) Claims entitled to receive a Solicitation Package to vote
       to accept or reject the Plan; and

   (b) Non-voting Claims and Interests entitled to receive only
       the notices.

B. Provisional Determination of Amounts and Classifications of
   Claims

   The Debtors propose that each Claim against any of the
   Debtors be allowed for purposes of voting on the Plan only,
   and not for any other purpose, in accordance with these
   rules:

   (a) Currently Undisputed Scheduled Claims.  For any Claim
       that is not otherwise the subject of a timely filed proof
       of claim and that appears on the Debtors' Schedules as
       undisputed, non-contingent and liquidated, and as to
       which no objection has been filed on or before 5:00 p.m.,
       prevailing Eastern Time, on the date that is 10 days
       prior to the Voting Deadline, the amount and
       classification of the Claim for purposes of voting to
       accept or reject the Plan will be that specified in the
       Schedules for purposes of voting to accept or reject the
       Plan; provided, however, that nothing in this voting
       procedures will be construed as:

       -- precluding the Debtors from duly amending the
          Schedules; or

       -- precluding the Debtors or any party-in-interest with
          standing thereafter to object to any Claim, within the
          time periods specified in the Plan or any order of the
          Bankruptcy Court;

   (b) Currently Undisputed Filed Claims.  With respect to
       liquidated, non-contingent Claim as to which a proof of
       claim has been timely filed and as to which no objection
       has been filed on or before the Determination Deadline,
       the amount and classification of the Claim for purposes
       of voting to accept or reject the Plan will be that
       specified in the proof of claim as reflected in the
       records of Bankruptcy Services LLC, as agent for the
       Clerk of the Court, subject to any applicable
       limitations; provided, however, that nothing in these
       voting procedures will be construed as precluding the
       Debtors or any other party-in-interest with standing
       thereafter to object to any claim within the time periods
       specified in the Plan or any order of the Bankruptcy
       Court;

   (c) Disputed Filed Claims.  With respect to a Claim that is
       the subject of an objection filed on or before the
       Determination Deadline, the Claim will be disallowed
       provisionally for purposes of voting to accept or reject
       the Plan except to the extent and in the manner that:

       -- in the objection to the Claim, the Debtors agree that
          the Claim should be allowed other than as filed; or

       -- the Claim holder timely makes a motion pursuant to
          Bankruptcy Rule 3018 for an order estimating the
          amount of the Claim, or temporarily allowing the
          Claim, for voting purposes only, if and to the extent
          that the motion is granted by this Court on or before
          the Determination Deadline;

   (d) Wholly Unliquidated Claims.  A Claim holder recorded in
       the Debtors' Schedules or in BSI's or the Clerk's records
       as wholly unliquidated, contingent or undetermined will
       not be entitled to vote;

   (e) Partially Unliquidated Claims.  With respect to a Claim
       that is unliquidated, contingent or undetermined in part,
       the holder of the Claim will only be entitled to vote
       that portion of the Claim amount that is liquidated,
       non-contingent and undisputed, subject to any limitation
       set forth herein unless otherwise ordered by the Court;

   (f) Late Claims.  For Claims that are not time filed or
       deemed filed pursuant to an order of the Court, the
       amount of the Claim for purposes of voting to accept or
       reject the Plan will be equal to:

       -- the amount listed, if any, with respect to the Claim
          in the Schedules, to the extent the scheduled Claim is
          not listed as contingent, unliquidated, undetermined
          or disputed; or

       -- if not so listed in the Schedules, then the Claim
          respecting the proof of claim will be disallowed
          provisionally for purposes of voting to accept or
          reject the Plan;

   (g) Claims Limited to Setoffs.  With respect to a Claim as to
       which the holder has agreed that the Claim may be
       asserted solely for purposes of setoff against claims the
       Debtors may have against the holder and not as an
       affirmative Claim against the Debtors' estates, the Claim
       will be disallowed provisionally for purposes of voting
       to accept or reject the Plan;

   (h) Duplicate Claims, Including Joint and Several Claims.
       For any Claim filed against more than one Debtor in
       connection with a single obligation, by reason of
       duplication, guaranty, joint or "control group"
       liability, or otherwise, the Claim will be deemed to be
       a single Claim for purposes of voting to accept or reject
       the Plan, subject to any further applicable limitations;

   (i) Superceded Claims.  Whether or not there is a pending
       objection with respect to the Claim on or before the
       Determination Deadline, a creditor will not be entitled
       to vote its Claim to the extent the Claim has been
       amended or superceded by another Claim of the creditor;

   (j) Claims Estimated for Voting Purposes.  Notwithstanding
       the provisions of subparagraphs (a) to (i), with respect
       to a Claim that has been estimated or otherwise allowed
       for purposes of voting to accept or reject the Plan by
       order of the Court granted on or before the Determination
       Deadline, the amount and classification of the Claim for
       purposes of voting to accept or reject the Plan will be
       as established by the Court; and

   (k) No Duplication.  If a Claim fits into more than one of
       subparagraphs (a) to (j), each paragraph will apply to
       the Claim; provided, however, that no holder of a Claim
       will have more than one vote with respect to any Claim,
       in an amount not to exceed the highest amount applicable
       to the Claim under (j).

C. Notice to Holders of Wholly Unliquidated, Contingent or
   Undetermined Claim

   The Debtors propose to give notice promptly to holder of
   Claims that are wholly contingent, unliquidated or disputed
   of the treatment of their Claim in paragraph (d).  A notice
   will be served on the claimants by first class mail.  The
   Debtors propose that any claimant intending to challenge its
   treatment must file and serve on:

    (a) the Debtors' counsel;

    (b) Committee's counsel;

    (c) counsel to the Debt Coordinators for the Debtors'
        prepetition secured lenders; and

    (d) the Office of the United States Trustee for the Southern
        District of New York,

   within 10 days of the date of the CUD Notice, a motion
   pursuant to Bankruptcy rule 3018(a) for a hearing on the
   estimation of the Claim for purposes of voting to accept or
   reject the Plan  -- the Creditor's Voting Motion.

   A Creditor's Voting Motion must set forth with particularity
   the amount and classification that the claimant believes its
   Claim should be entitled for purposes of voting to accept or
   reject the Plan and the evidence in support thereof.
   Furthermore, the Debtors request that if this Court has not
   temporarily or otherwise allowed all or a portion of the
   Claim for purposes of voting to accept or reject the Plan by
   the Determination Deadline, then the Claim should not be
   counted for these purposes.

   If a claimant reaches an agreement with the Debtors as to the
   amount or classification of the claimant's Claim for voting
   purposes, then a stipulation setting forth the agreement may
   be presented to the Court for approval by notice of proposed
   stipulation and order.  In the event that an agreement is
   reached and approved by the Court, the Claim will be allowed
   for purposes of voting to accept or reject the Plan in the
   manner set forth in the stipulation.  Presentment will be
   upon three business days' notice to all parties requesting
   notice in the Debtors' Chapter 11 cases.

D. Approval of Ballots and Related Documents

   In accordance with Bankruptcy Rule 3017(d), the Debtors
   propose to solicit acceptances of the Plan pursuant to the
   Ballots and related documents in the forms presented to the
   Court.  The Ballots and related documents will be distributed
   to the holders of Claims in classes of impaired claims
   against the Debtors that are entitled to vote on the Plan as:

   (a) Ballot for Class 2 Claims (Senior Secured Bank Claims);

   (b) Ballot for Class 5 Claims (Unsecured Claims);

   (c) Beneficial Ballot for Class 6 Claims (TOPrS Claims); and

   (d) Master Ballot for Class 6 Claims (TOPrS Claims).

   The Debtors reserve the right to prepare and distribute other
   or modified forms of Ballots, substantially conforming with
   the attached Ballots and Official Form No. 14, as the Debtors
   deem necessary due to further refinement of the balloting
   process or modifications to the Plan.

E. Continuation of BSI as Solicitation Agent

   Pursuant to an Order of this Court, the Debtors retained BSI
   to, among other things, assist the Debtors as their claims
   agent and as their solicitation and balloting agent, as well
   as to maintain the official claims register.  Accordingly,
   the Debtors intend to have BSI serve as solicitation agent
   with respect to the Plan voting solicitation.  The Debtors
   propose that BSI perform all services relating to the
   solicitation of votes on the Plan, including, without
   limitation:

   (a) printing and mailing the notice of hearing to consider
       confirmation of the Plan;

   (b) coordinating the design and printing of Ballots;

   (c) identifying voting and non-voting creditors and equity
       security holders;

   (d) preparing voting reports by Plan class and voting amount,
       as well as maintaining all information in an appropriate
       database;

   (e) coordinating and printing Ballots specific to each
       creditor, indicating voting class under the Plan, voting
       amount of claim and other relevant information;

   (f) coordinating the mailing of Ballots and providing an
       affidavit verifying the mailing of Ballots;

   (g) receiving Ballots and tabulating and certifying the votes
       on the Plan; and

   (h) providing any other plan solicitation related services as
       the Debtors may, from time to time, request, including,
       without limitation, providing testimony at the
       Confirmation Hearing with respect to the Balloting
       Services and the results of the vote on the Plan.

F. Notices to All Creditors and Interest Holders

   In addition to the notices and Ballots, the Debtors intend to
   serve notice to all:

   (a) Claims holders as of the Record Date that are classified
       in a Class that is unimpaired under the Plan; and

   (b) all Claims and Interest holders as of the Record Date
       that are deemed to have rejected the Plan by virtue of
       receiving no distributions thereunder -- Class 7 and 8.

   The Debtors also intend to serve all holders of impaired
   Claims and Interests as of the Record Date with copies of
   Plan, the Disclosure Statement and all exhibits thereto, the
   order approving the Disclosure Statement, and, the relevant
   Ballots, and the order of this Motion.  Thus, the Debtors
   seek the Court's approval of the forms of the Ballots and
   notices as constituting due and sufficient notice pursuant to
   Bankruptcy Rule 3017(d).

   With respect to the Senior Secured Bank Claims classified in
   Class 2, the Debtors propose to send separate Solicitation
   Packages to each of the holders thereof as of the Record
   Date.  To facilitate this mailing, the Debtors ask that the
   Court order that the Debt Coordinators of the Debtors'
   Prepetition Secured Lenders provide the Solicitation Agent by
   5:00 p.m., prevailing Eastern Time on November 15, 2002 with
   a list containing the name, address and amount of Senior
   Secured Bank Claim with respect to each holder of record of
   a Senior Secured Bank Claim as of the Record Date.

G. Additional Procedures for Notice to Holders of Class 6 Claims

   Bankruptcy Rule 3017(e) provides that the Court will consider
   the "procedures for transmitting the documents and
   information required by Rule 3017(d) to beneficial holders of
   stock, bonds, debentures, notes and other securities and
   determine the adequacy of the procedures and enter other
   orders as the court deems appropriate."  Because of the
   complexity and difficulty associated with identifying and
   contacting beneficial owners of publicly traded securities,
   many of which hold their securities in brokerage accounts and
   through several layers of ownership, the Debtors propose that
   solicitation materials be sent in a manner that is customary
   in the securities industry so as to maximize the likelihood
   that beneficial owners of the 6% Convertible Trust Originated
   Preferred Securities issued by Designer Finance Trust will
   receive the materials in a timely fashion.

   (a) Dissemination of Solicitation Packages to Beneficial
       Owners of TOPrS Claims.  The Debtors are advised that the
       TOPrS are held in the name of The Depository Trust
       Company -- DTC -- and that, below the DTC level, certain
       brokers, banks and other nominees -- the Record Holders
       -- are registered holders of TOPrS.  In many instances,
       the Record Holders do not hold TOPrS for their own
       accounts, but for their customers which are, in turn, the
       beneficial owners of the TOPrS.

       Hence, the Debtors propose to transmit the Solicitation
       Package to each of the Beneficial Owners by mailing
       Solicitation Package to each Record Holder.  To
       facilitate this mailing, the Debtors ask that the Court
       order DTC to provide the Solicitation Agent by 5:00 p.m.,
       prevailing Eastern Time, on November 15, 2002 with a list
       containing the name, address and amount of TOPrS Claims
       with respect to each Record Holder as of the Record Date.

   (b) Voting by Beneficial Owners of TOPrS Claims.  The Debtors
       ask the Court to order each Record Holder to obtain the
       votes of Beneficial Owners of the TOPrS for which it
       holds the securities by forwarding a Solicitation
       Package, which will include, inter alia, a beneficial
       ballot to each Beneficial Owner, and include a return
       envelope provided by and address to the Record Holder,
       so that the Beneficial Owner may return the completed
       Beneficial Ballot to the Record Holder.  Thus, the
       Debtors ask that the Court order the Record Holder to
       summarize the individual votes of its respective
       Beneficial Owners from their Beneficial Ballots on a
       appropriate master ballot.  If a Record Holder is also a
       Beneficial Owner of TOPrS, it should separately complete
       a Beneficial Ballot and summarize and include the vote on
       the Master Ballot.  The Record Holder should then return
       the Master Ballot to the Solicitation Agent.  This
       procedure, Ms. Cornish points out, recognizes the complex
       structure of the securities industry, enables the Debtors
       to transmit solicitation materials to the Beneficial
       Owners of the TOPrS, and affords the Beneficial Owners a
       fair and reasonable opportunity to vote.

       Moreover, the Debtors seek the Court's authority to
       reimburse DTC and the Record Holders for their
       reasonable, customary, actual and necessary out-of-pocket
       expenses incurred in performing the tasks, upon their
       written request.

       In addition, the Debtors further propose that, prior to
       transmission of Solicitation Packages to the Record
       Holders, the Debtors may fill in any missing dates and
       other information, correct any typographical errors and
       make other non-material, non-substantive changes to the
       Disclosure Statement and the Plan as they deem
       appropriate and necessary.

H. Ballot and Voting Tabulation

   The Debtors ask the Court to approve these rules, standards
   and protocols for the voting and tabulation of Ballots:

   (a) Ballots voting to accept or reject the Plan must be
       actually received by 4:00 p.m., prevailing Eastern Time
       on ______ to:

       For Ballots sent by regular mail:

            Warnaco Ballot Processing
            P.O. Box 5014
            FDR Station
            New York, New York 10150-5014

       For Ballots sent by messenger or overnight mail:

            Warnaco Ballot Processing
            c/o Bankruptcy Services, LLC
            70 East 55th Street, 6th Floor
            New York, New York 10022-3222

   (b) For the purposes of voting on the Plan, BSI, as
       Solicitation Agent, will be deemed to be in constructive
       receipt of any Ballot timely delivered to any address
       that BSI designates for the receipt of Ballots cast on
       the Plan;

   (c) Any Ballot actually received by BSI after the Voting
       Deadline will not be counted;

   (d) Pursuant to Bankruptcy Rule 3018(a), if a holder of a
       Claim submits more than one Ballot with respect to the
       same Claim prior to the Voting Deadline, only the first
       Ballot actually received by BSI will count unless the
       Bankruptcy Court orders that the holder has sufficient
       cause within the meaning of the Bankruptcy Rule 3018(a)
       to submit, or the Debtors consent to the submission of,
       a superseding Ballot;

   (e) If a holder of a Claim casts simultaneous duplicative
       Ballots voted inconsistently, then the Ballots will be
       counted as one vote accepting the Plan;

   (f) The authority of the signatory of each Ballot to complete
       and execute the Ballot will be presumed;

   (g) Any Ballot that is not signed will not be counted;

   (h) Only original Ballots will be counted.  Any copy of a
       Ballot or Ballot actually received by BSI by telecopier,
       facsimile or other electronic communications will not be
       counted;

   (i) A holder of a Claim must vote the entire Claim within one
       particular class under the Plan either to accept or
       reject the Plan, and may not split its vote with respect
       to the Claim between more than one Class.  Accordingly, a
       Ballot that partially reject and partially accept the
       Plan, or that indicates both a vote for and against the
       Plan, will be counted as one vote accepting the Plan;
       and

   (j) Any ballot that is timely received and duly executed but
       does not indicate whether the holder of the relevant
       Claim is voting to accept or reject the Plan will be
       counted as a vote accepting the Plan.

I. Additional Procedures for Counting Ballots Cast by Holders of
   Class 6 Claims

   To enable the Solicitation Agent to tabulate votes from
   holders of Class 6 Claims and enable the Court to verify the
   results of that vote by requiring the collection and
   retention of data and documents regarding the vote, the
   Debtors propose that the Record Holders be required to retain
   for inspection by the Court all Beneficial Ballots received
   for one year after the Voting Deadline.

   To avoid double counting, the Debtors propose:

   (a) that the votes cast by Beneficial Owners holding Class 6
       Claims through a Record Holder and transmitted by means
       of Record Holders a Master Ballot be applied against the
       positions held by the Record Holder in the holders of
       Class 6 Claims, as evidenced by the record list of the
       holders of the Class 6 Claims; and

   (b) the votes submitted by a Record Holder on a Master Ballot
       not to be counted in excess of the position maintained by
       the respective Record Holder on the Record Date.

   To the extent that conflicting votes or duplicate votes are
   submitted on a Master Ballot, the Debtors propose that, to
   the extent that any duplicative votes are not reconcilable
   prior to the Voting Deadline, the Solicitation Agent will
   count votes in respect of the Master Ballot in the same
   proportion as the votes to accept or reject the Plan
   submitted on the Master Ballot that contained the duplicative
   vote, but only to the extent of the applicable Record
   Holder's position on the Record Date in the Class 6 Claims,
   as the case may be.

   To avoid inconsistent treatment and provide guidance to the
   Debtors and the Solicitation Agent, the Debtors ask the Court
   that each Class 6 Claim holder will be deemed to have voted
   the full principal amount of the Claim, notwithstanding to
   the contrary on any Ballot. (Warnaco Bankruptcy News, Issue
   No. 36; Bankruptcy Creditors' Service, Inc., 609/392-0900)  


WHEELING-PITTSBURGH: Keeps Plan Filing Exclusivity Until Dec. 9
---------------------------------------------------------------
On October 24, 2002, Judge Bodoh approved another Agreed Order
signed by:

-- Scott N. Opincar, Esq., at Calfee Halter & Griswold, on
   the Debtors' behalf,

-- Lee D. Powar, Esq. and Julie K. Zurn, Esq., on behalf
   of the Official Noteholders' Committee, and

-- Marc E. Richards, Esq., and Edward J. LoBello, Esq., on
   behalf of the Official Committee of Unsecured Trade
   Creditors.

The parties agree to extend Wheeling-Pittsburgh Steel Corp., and
its debtor-affiliates' exclusive period to file a plan of
reorganization until December 9, 2002, and the Debtors'
exclusive period to solicit acceptances of that plan until
February 7, 2003. (Wheeling-Pittsburgh Bankruptcy News, Issue
No. 28; Bankruptcy Creditors' Service, Inc., 609/392-0900)  


WORLDCOM: Hires Hilco Joint Venture as Real Property Consultants
----------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates need advice regarding
the restructuring and evaluation of their real property
commitments during these Chapter 11 cases.

Accordingly, the Debtors seek the Court's authority to employ a
joint venture consisting of Hilco Real Estate LLC, Hilco
Industrial LLC, New America Network Inc. and NodeCom Inc. as
consultants, in accordance with the terms of a Consulting and
Advisory Services Agreement, dated September 17, 2002.  The
Debtors ask Judge Gonzalez to approve the Joint Venture's
employment nunc pro tunc to September 3, 2002.

WorldCom Chief Financial Officer John S. Dubel relates that the
Joint Venture has broad national experience in real estate
consulting and advising.

Hilco is an industrial and commercial asset disposition firm
that has provided strategic services for distributors,
manufacturers, asset-based lenders, venture capitalists and
investment bankers. Hilco is also a leader in providing asset
disposition services to debtors in all industries, with
experience throughout the United States and Canada.  Hilco has
successfully marketed real estate in numerous bankruptcy cases
and out-of-court restructurings, including in Burlington
Industries, Hechinger, Heilig Meyer, Sportmart, Cherins, Sun TV,
Filene's Basement, Trak Auto, Homeland, Paul Harris, MSOP and
McWhorter's.

Additionally, NodeCom, who will assist in the disposition of the
Debtors' property, has been retained as real estate consultant
in these matters: 360 Network, Inflow, ICG, Colo.Com, ANS
Network Services, Intermedia Communications, Level 3, and e-
spire.

New America is a real estate broker in a number of states and
provides commercial real estate service through an international
system of commercial real estate service providers.

Mr. Dubel explains that the Debtors chose the Joint Venture as
their real estate consultants and advisors because it has an
excellent reputation and is recognized as a national leader in
the provision of asset disposition and appraisal services.  The
synergy of Hilco, New America and NodeCom creates an entity with
the ability to provide services on a nationwide basis and with
broad experience in the telecommunications industry and in
bankruptcy proceedings.  The members of the Joint Venture
provide different but complementary services.  WorldCom believes
that the Joint Venture offers the unique ability to assist the
Debtors and their creditors in receiving the best sale price for
assets of all types.

The Joint Venture and its senior professionals have extensive
experience with asset dispositions and evaluations in connection
with the reorganization and restructuring of numerous troubled
companies, both out-of-court and in Chapter 11 proceedings.  The
Joint Venture is well qualified to provide the services required
by the Debtors.

The resources, capabilities, and experience of the Joint Venture
in advising the Debtors are crucial to their successful
restructuring.  Mr. Dubel relates that the Debtors have
thousands of leases for real property and own vast amounts of
real estate. It is imperative that an evaluation of these
interests be undertaken so that the Debtors can assume and
assign or reject leases or sell property that are not beneficial
to the estates. The Joint Venture fulfills a critical need that
complements the services offered by the Debtors' other
professionals as well as the Debtors' in-house staff.

Prior to retaining the Joint Venture, WorldCom's management
interviewed senior personnel of, and considered proposals from,
other real estate advisory firms.  WorldCom evaluated each firm
on a number of criteria, including:

-- the overall restructuring experience of each firm and their
   professionals;

-- the overall capabilities of the firm to address the Debtors'
   needs;

-- the firm's experience in advising large companies in Chapter
   11;

-- the likely attention of the senior personnel of the firm; and

-- the compensation to be charged.

After due consideration, the Debtors concluded that the Joint
Venture was the most qualified to provide the services to the
Debtors at a reasonable level of compensation.

                      Services to be Rendered

Mr. Dubel informs the Court that the Joint Venture will provide
consulting and advisory services to the Debtors in connection
with the valuation of certain owned and leased properties,
machinery, equipment, furniture and fixtures.  The Joint Venture
will also negotiate advantageous sale or assignment agreements
for Properties and the furniture, fixtures and equipment, and
landlord claim and rent reduction agreements for the Leases.  In
addition, the Joint Venture will:

    1. meet with the Debtors and its advisors to ascertain
       goals, objectives and financial parameters with respect
       to the engagement;

    2. develop a marketing strategy for the Owned Properties,
       the Leases and the FF&E in coordination with the Debtors'
       restructuring plans, and implement the marketing strategy
       after it has been approved by the Debtors;

    3. where appropriate and in conjunction with the Debtors,
       coordinate and organize the due diligence review,
       bidding, auction and sale processes in order to maximize
       the attendance of all interested bidders for the sale and
       assignment of Properties;

    4. at the Debtors' direction and on their behalf, with the
       assistance of their advisors, negotiate agreements for
       the sale and assignment of Properties;

    5. at the Debtors' direction and on their behalf, with the
       assistance of their advisors, negotiate agreements with
       landlords in connection with Leases;

    6. handle the disposition of the FF&E located at the
       Properties;

    7. report periodically to the Debtors and their advisors
       regarding the status of negotiations;

    8. participate in weekly conference calls and other periodic
       calls and meetings with the Debtors and their advisors to
       discuss disposition of the Properties; and

    9. provide any other services as requested by the Debtors
       from time to time.

                 Disinterestedness of Professionals

Hilco President Mitchell P. Kahn assures the Court that Hilco
has not been retained to assist any entity other than the
Debtors on matters relating to these cases.  However, in matters
unrelated to these Chapter 11 cases, Hilco and certain of its
affiliates have performed asset disposition and appraisal
services for these creditors: Deutsche Bank AG, ABN Amro Bank
NV, Citibank N.A., BNP Paribas, Fleet National Bank, Credit
Lyonnais, Bank One N.A., Mellon Bank N.A., Royal Bank of
Scotland, Lloyds TBS Bank PLC, Wells Fargo Bank N.A., Wells
Fargo, Firstar Trust Co., Chase Securities, CS First Boston,
Lehman Brothers, Banc of America, BT Alex Brown, UMB Bank,
American Express, UBS PaineWebber, PNC Bank, Prudential, First
Union, Lasalle Bank, JPMorgan Chase Bank, Bank of America, Chase
Manhattan, Credit Suisse First Boston, Morgan Stanley, UBS
Warburg LLC, JP Morgan, CIT Capital Finance (TYCO), Cerberus
Capital Management, L.P., SunTrust Bank, SunTrust Bank, Central
Florida, National Association, and Bank of NY/Barclays Capital.

Jeffrey M. Finn, President of New America Network Inc., reports
that his firm has not been retained to assist any entity other
than the Debtors on matters relating to these cases.  However,
in matters unrelated to these Chapter 11 cases, New America have
performed commercial real estate services for these creditors:
The Bank of New York, Mellon Bank NA, Sprint Communications,
Hewlett Packard, Verizon, Deutsche Bank, Morgan Stanley Dean
Witter and the Bank of Nova Scotia.

NodeCom President Joseph H. Suppers relates that NodeCom has not
been retained to assist any entity or person other than the
Debtors on matters relating to, or in connection with, these
Chapter 11 cases.

                     Professional Compensation

The Debtors have agreed that fees for the services rendered in
these cases will be:

A. Valuation Services:  As compensation for the Joint Venture's
   services, the Debtors will pay the Joint Venture a fee for
   the valuation of the Properties and the associated FF&E at
   $100 per Lease and $1,000 per Owned Property.  The Valuation
   Fee will be credited 100% against Commission Fees earned in
   connection with the disposition of each of the valued
   Properties, including any fees earned from reduction of
   claims from lease rejection.  The Valuation Fee will be due  
   and owing to the Joint Venture as of the time of a final
   order of the Bankruptcy Court approving:

    1. a sale/assignment, rent reduction and landlord claim
       reduction agreement, or

    2. a Lease rejection.

   To the extent that the Debtors ask the Joint Venture to
   provide MAI appraisals of any Property, the Joint Venture
   will charge and the Debtors will pay the Joint Venture's
   standard fee for these appraisals as mutually agreed by the
   Debtors and the Joint Venture; provided, however, that the
   standard fee for these appraisals will be comparable with
   competitive market rates and in no event will the fee exceed
   $25,000 without obtaining the Debtors' prior written
   approval.

B. Disposition of Owned Properties and Leases:

   1. Upon closing the sale of a Property, the Joint Venture
      will be deemed to have earned and the Debtors will pay
      Joint Venture a fee based on the total amount of cash
      received by the Debtors for these Properties in accordance
      with this sliding-scale structure:

          Gross Proceeds Per Property   Fee Percentage
          ---------------------------   --------------
                $0-$10 million               3.0%
               $10-$30 million               2.0%
               $30-$50 million               1.5%
             $50 million and over            1.0%

      Prior to the execution of the Agreement, the Debtors
      informed the Joint Venture that:

      -- offers exist with respect to certain Properties as the
         result of negotiations between the Debtors and a
         prospective buyer of the Property, and

      -- the Debtors' administrative building known as Pentagon
         City was to be sold to a prospective purchaser.

      The Debtors' goal may include signing a "stalking horse"
      bid as to one or more of the Prior Offer Properties.  
      Since the execution of the Agreement, the Debtors have
      determined not to proceed with the sale of the Pentagon
      City Property under the agreement with the Initial
      Prospect.  Therefore, the Joint Venture's compensation for
      the disposition of this property will be based on these
      percentages.  With respect to Prior Offer Properties, the
      Debtors and the Joint Venture will mutually agree on the
      list of Prior Offer Properties and the reduction to the
      fee payable to the Joint Venture for the disposition of
      these properties.

   2. Upon obtaining any rent reduction under any Lease, Joint
      Venture will earn a commission equal to 3% of the net
      present value -- discounted at 7% -- of the pro-rata
      annualized occupancy cost reductions achieved as of the
      closing date of the renegotiated lease, which includes,
      gross savings from all future base rent, real estate
      taxes, CAM and other material savings.  In no event will
      the Joint Venture's fee for any rent reduction transaction
      be less than $5,000.

   3. For reductions of any landlord claim under Section
      502(b)(6) of the Bankruptcy Code with respect to any Lease
      rejected pursuant to Section 365, the Joint Venture will
      earn a fee for each Lease equal to the greater of:

       -- the Fixed Claim Reduction Fee, or

       -- the cash equivalent of a fee equal to 10% of the Claim
          Reduction Distribution Amount.

      A "Claim Reduction Agreement" will mean an agreement
      between the Debtors and a landlord providing for the
      reduction or waiver of the landlord's claim under Section
      502(b)(6) arising on account of the Debtors' rejection of
      a Lease.  The Fixed Claim Reduction Fee will be:

       -- $1,000 per Lease where the Claim Reduction Amount is
          less than $100,000,

       -- $3,000 per Lease where the Claim Reduction Amount is
          between $100,001 and $500,000,

       -- $4,000 per Lease where the Claim Reduction Amount is
          between $500,001 and $1,000,000, or

       -- $5,000 per Lease where the Claim Reduction Amount is
          greater than $1,000,000.

      The Claim Reduction Distribution Amount will be equal to
      the value of the pro rata distribution afforded to a
      general unsecured creditor holding a claim equal to the
      Claim Reduction Amount under a confirmed plan of
      reorganization for the debtor-lessee.  The Joint Venture
      will be paid any Fixed Claim Reduction Fee in full upon
      the order of the Bankruptcy Court approving the Claim
      Reduction Agreement having become a final order.  The
      Joint Venture will be paid Claim Reduction Fees, where
      applicable, within 10 business days of the effective date
      of a confirmed plan of reorganization for the applicable
      debtor-lessee.  Any payment of a Claim Reduction Fee for a
      Lease will be reduced by the amount of any Fixed Claim
      Reduction Fee paid on account of the Lease.

   4. Upon execution of a Lease in a Property where the
      Debtors act as landlord, the Debtors will pay the Joint
      Venture 3% of the aggregate value of lease commitment over
      the term of the Lease.

C. Disposition of the FF&E:

   The Joint Venture will be entitled to receive a fee equal to
   7% of the net proceeds from the sales of all FF&E located at
   the Properties and designated by the Debtors for sale.  For
   purposes of calculating this fee, "net proceeds" will mean
   gross proceeds minus sales taxes.  Additionally, the Joint
   Venture will be entitled to charge purchasers of FF&E a
   Buyer's premium of 10% for FF&E that is auctioned by the
   Joint Venture, it being understood that the premium will be
   in addition to, and will not be deducted from, sale proceeds,
   and that the Debtors bear no obligation or liability to the
   Joint Venture with respect thereto.  No buyer's premium will
   be charged for items that are not auctioned.  As requested by
   the Debtors, the Joint Venture will prepare budgets for all
   out-of-pocket expenses associated with the proposed
   disposition and removal of the FF&E.  Any and all budgets for
   the FF&E Expenses will be subject to the approval of the
   Debtors.  All FF&E Expenses will be borne by the Debtors.  To
   the extent that the Joint Venture incurs any FF&E Expenses in
   connection with an approved budget, the Joint Venture will be
   reimbursed by the Debtors for any FF&E Expenses.  Billing for
   these FF&E Expenses will be monthly and payment is due not
   later than 30 days after the date of invoice.  The Joint
   Venture is authorized only to negotiate the terms of the sale
   of any specified FF&E at the direction and on the behalf of
   the Debtors, with the assistance of the Debtors' advisors,
   but not to commit the Debtors to any agreement or arrangement
   or to sign any instrument on behalf of the Debtors.  No
   auction of any FF&E will be held except as authorized by the
   Debtors.  To the extent approved by the Debtors and
   authorized by the Bankruptcy Court, the Joint Venture will be
   entitled to abandon any unsold FF&E at the Properties.  For
   FF&E that the Joint Venture performs a valuation, in the
   event that there is a disposition assignment during the term
   of this agreement for the FF&E, the Joint Venture will be
   utilized for the disposition assignment under the terms of
   the Agreement.

The Joint Venture also will seek reimbursement for reasonable
out-of-pocket expenses, including reasonable expenses of travel
and transportation, telephone charges, postage, courier fees,
and fees for expert witness testimony, which will be billed at
the Joint Venture's standard rates at $250 to $400 per hour.
(Worldcom Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


WORLD HEART CORP: Will Hold Q3 Results Conference Call on Nov 11
----------------------------------------------------------------
World Heart Corporation (OTCBB: WHRTF, TSX: WHT) will hold a
telephone conference call to present its third-quarter results
for the period ended September 30, 2002, on Monday, November 11,
2002.

The results will be released via Canada NewsWire and PR Newswire
at approximately 2 p.m. (EST) on November 11th, and will be
followed by a conference call at 4 p.m. (EST). Rod Bryden,
President and Chief Executive Officer will host the call. Dr.
Tofy Mussivand, Chairman and Chief Scientific Officer, and Ian
W. Malone, Vice-President, Finance and Chief Financial Officer,
will accompany him.

To participate in the conference call, please call 1-888-243-
1119 ten minutes before the call begins. A recording of the
presentation and question period will be available for review
starting at 6:00 p.m. (EST) on November 11, 2002. The archived
recording can be accessed by dialing 1-800-558-5253 and entering
reservation number 20958232. It will be available until midnight
on December 11, 2002.

World Heart Corporation is an Ottawa and Oakland-based, global
medical technology company focused on the development and
commercialization of fully-implantable, pulsatile Ventricular
Assist Devices (VADs).

As previously reported on August 26, 2002, World Heart's June
Quarter balance sheet was upside down by C$21 Million.


XO COMMS: Forstmann Little Discloses 12.9% Equity Stake
-------------------------------------------------------
Forstmann Little & Co. Subordinated Debt and Equity Management
Buyout Partnership-VII, L.P., its affiliates, together with
Theodore J. Forstmann, filed on October 13, 2002 with the
Securities and Exchange Commission its amendment and supplement
to Schedule 13D relating to the Class A Common Stock of XO
Communications, Inc. at par value of $0.02 per share.

The Forstmann Little Partners disclose that they own:

                                            Shares       Equity
Shareholder                                Owned        Stake
-----------                                ------       ------
Forstmann Little & Co. Subordinated       50,183,824     12.9%
Debt and Equity Management Buyout
Partnership-VII, L.P.

Forstmann Little & Co. Equity            73,301,588      20.3%
Partnership-VI, L.P.

FL Fund, L.P.                                44,000       0.0%

Theodore J. Forstmann                       800,000       0.2%

The number of shares owned is calculated in accordance with the
formula in Section 8(a)(i) of the Amended and Restated Series D
and Series H Certificates of Designation for issuable Class A
Common Stock on assumption that the Conversion Price and Net
Realizable Fair Market Value equal $17. (XO Bankruptcy News,
Issue No. 12; Bankruptcy Creditors' Service, Inc., 609/392-0900)  


*BOOK REVIEW: The Oil Business in Latin America: The Early Years
----------------------------------------------------------------
Author:  John D. Wirth Ed.
Publisher:  Beard Books
Softcover:  282 pages
List price:  $34.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at
http://amazon.com/exec/obidos/ASIN/1587981033/internetbankrupt   

This book grew out of a 1981 meeting of the American Historical
Society. It highlights the origin and evolution of the state-
owned petroleum companies in Argentina, Mexico, Brazil, and
Venezuela.

Argentina was the first country ever to nationalize its
petroleum industry, and soon it was the norm worldwide, with the
notable exception of the United States. John Wirth calls this
phenomenon "perhaps in our century the oldest and most
celebrated of confrontations between powerful private entities
and the state."

The book consists of five case studies and a conclusion, as
follows:

     * Jersey Standard and the Politics of Latin American Oil
          Production, 1911-30 (Jonathan C. Brown)

     * YPF: The Formative Years of Latin America's Pioneer State
          Oil Company, 1922-39 (Carl E. Solberg)

     * Setting the Brazilian Agenda, 1936-39 (John Wirth)

     * Pemex: The Trajectory of National Oil Policy (Esperanza
          Duran)

     * The Politics of Energy in Venezuela (Edwin Lieuwen)

     * The State Companies: A Public Policy Perspective (Alfred
          H. Saulniers)

The authors assess the conditions at the time they were writing,
and relate them back to the critical formative years for each of
the companies under review. They also examine the four
interconnecting roles of a state-run oil industry and
distinguish them from those of a private company. First, is the
entrepreneurial role of control, management, and exploitation of
a nation's oil resources. Second, is production for the private
industrial sector at attractive prices. Third, is the
integration of plans for military, financial, and development
programs into the overall industrial policy planning process.
Finally, in some countries is the promotion of social
development by subsidizing energy for consumers and by promoting
the government's ideas of social and labor policy and labor
relations.

The author's approach is "conceptual and policy oriented rather
than narrative," but they provide a fascinating look at the
politics and development of the region. Mr. Brown provides a
concise history of the early years of the Standard Oil group and
the effects of its 1911 dissolution on its Latin American
operations, as well as power struggles with competitors and
governments that eventually nationalized most of its activities.
Mr. Solberg covers the many years of internal conflict over oil
policy in Argentina and YPF's lack of monopoly control over all
sectors of the oil industry. Mr. Wirth describes the politics
and individuals behind the privatization of Brazil's oil
industry leading to the creation of Petrobras in 1953. Mr. Duran
notes the wrangling between provinces and central government in
the evolution of Pemex, and in other Latin American countries.
Mr. Lieuwin discusses the mixed blessing that oil has proven for
Venezuela., creating a lopsided economy dependent on the ups and
downs of international markets. Mr. Saunders concludes that many
of the then-current problems of the state oil companies were
rooted in their early and checkered histories." Indeed, he says,
"the problems of the past have endured not because the public
petroleum companies behaved like the public enterprises they
are; they have endured because governments, as public owners,
have abdicated their responsibilities to the companies."

Jonh D. Wirth is Gildred Professor of Latin American Studies at
Standford University.

                          *********

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-
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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 ***