TCR_Public/021111.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, November 11, 2002, Vol. 6, No. 223

                          Headlines

AAMES: Gets Favorable Court Decision to Complete Exchange Offer
ACME METALS: Seeks to Stretch Packaging's Exclusivity to Nov. 29
ALLEGHENY ENERGY: Weak Liquidity Prompts Moody's to Drop Ratings
AMERICAN CANDY: Taps Keen Realty to Market 2 Industrial Plants
ARCH WIRELESS: Working Capital Deficit Tops $12.5MM at Sept. 30

AT&T CANADA: Balance Sheet Insolvency Widens to $3.6 Million
BEAL FIN'L.: S&P Puts Outlook on B+ Counterparty Rating to Pos.
BUDGET GROUP: Court Okays Buck's Retention as KERP Consultants
CABLEVISION SYSTEMS: Third Quarter Net Loss Slides-Up to $79.5MM
CALL-NET: Sets Q3 Results Release & Conference Call for Nov. 15

CLASSIC COMMUNICATIONS: Decides Leases Through January 6
CUMMINS INC: Fitch Downs Senior Unsecured Notes to BB from BB+
DERBY CYCLE: Asks to Stretch Claim Objection Time to Dec. 13
DOMAN INDUSTRIES: Reaches Debt Workout Pact with Bondholders
EASYLINK SERVICES: Working Capital Deficit Widens to $18 Million

EMPRESA ELECTRICA: S&P Ups Corp. Credit Rating to CC/Watch Pos.
ENRON: Seeking Approval to Sell $5.6-Mil Natural Gas Inventories
ENRON CORP: Court Approves 360networks Purchase Agreement
FEDERAL-MOGUL: Future Claimants' Rep. Bringing-In Kroll Zolfo
FEDERAL-MOGUL: Posts $13MM Pre-Tax Profit from Ops. for Q3 2002

FRESH DEL MONTE: Improved Credit Measures Spurs S&P to Up Rating
FUTURE CARZ: Jack Watters Group Acquires Controlling Stake
GADZOOX NETWORKS: Balance Sheet Insolvency Widens to $5.4 Mill.
GCI INC: Reports Improved Financial Results for Third Quarter
GEMSTAR TV: It's Official -- Jeff Shell Replaces H. Yeung as CEO

GILAT SATELLITE: U.S. Court Stays U.S. Creditors' Actions
GLOBAL CROSSING: Gets OK to Retain Innisfree as Balloting Agent
GS MORTGAGE: Fitch Affirms Ratings on 2 Classes of 1998-GL Notes
HARBISON-WALKER: Stay Protecting Halliburton is Extended
HELIX BIOMEDIX: Signs Peptide Technology Agreement with Nu Skin

HIGHWOODS PROPERTIES: Funds from Operations Slide-Down to $51.5M
HORSEHEAD INDUSTRIES: Asks to Continue Brewer Worten Engagement
IBS INTERACTIVE: Converts Note Issued to Laurus into Shares
IMARK CORPORATION: Receives Conditional OK to Re-Price Warrants
INTERLEUKIN GENETICS: Sept 30 Balance Sheet Upside-Down by $308K

JP MORGAN: Fitch Affirms 6 Series 2001-CIBC2 Classes with Low-Bs
KENTUCKY ELECTRIC: Charles Cheever Discloses 6.4% Equity Stake
KMART: Seeks Authority to Use Estate Funds for New D&O Policies
KNOLOGY INC: Completes Debt Workout Deal & $39MM New Financing
KRYSTAL CO: Closes $10.7MM Sale of Hangar Operation in Tenn.

LAIDLAW: Retaining Strategic Decisions for Management Consulting
LEVEL 8: Proposes Reverse Stock Split to Maintain Nasdaq Listing
LODGIAN INC: Gains Court Approval to Assume OCV Television Pacts
LORAL SPACE: Working Capital Deficit Widens to $144M at Sept. 30
MARINER: LaSalle Alleges Willful Breach to Stipulation & Pact

MCDERMOTT: Operating Issues Prompt S&P to Put Ratings on Watch
METROLOGIC INSTRUMENTS: Reports Improved Third Quarter Results
METROMEDIA FIBER: Provides IP Transit Connectivity to Neopolitan
MORTON HOLDINGS: Taps Casas Benjamin as Exclusive Fin'l Advisor
MTS INC: Fiscal 2002 Net Revenues Drop 9% to $982.8 Million

MUTUAL RISK: Appoints David Ezekiel to Board of Directors
NASH FINCH: Delays Release of 3rd Quarter Results Until Nov. 18
NAT'L STEEL: Seeks 2nd Removal Period Extension to May 6, 2003
NEXTMEDIA: BB+ Rating on Watch after Proposed Buy of 5 Stations
NTL INC: UK COO Stephen Carter Resigns Effective Dec. 31, 2002

NUEVO ENERGY: Sept. 30 Working Capital Deficit Widens to $45MM
OWENS: Asks to Have Lease Decision Period Extended Until June 4
PCNET INT'L: Units Get CCAA Protection to Finalize Refinancing
PG&E NATIONAL: Shutting Down Spencer Station Facility in Texas
PHOENIX INDEMNITY: AM Best Reviewing D Financial Strength Rating

PRIMUS TELECOM: Sept. 30 Net Capital Deficit Tops $183 Million
RENAISSANCE HEALTH: S&P Reduces Financial Strength Rating to R
REXNORD CORP: Moody's Assigns Initial Low-B Credit/Debt Ratings
RFS ECUSTA: Gets Nod to Retain Delaware Claims as Claims Agent
ROMACORP: Revenues Decrease by $3.6 Million in Sept. Quarter

ROMARCO MINERALS: Appoints Two New Independent Board Directors
SPARTAN STORES: Hires Korn/Ferry to Search for Next Chairman/CEO
SUPRA TELECOM: Court Reduces BellSouth's Bill by over 50%
SUPRA TELECOM: Makes First Payment of $3.5 Million to BellSouth
TESORO PETROLEUM: Third Quarter Net Loss Reaches $16 Million

TRENWICK GROUP: Third Quarter Net Loss Burgeons to $137 Million
UNIROYAL: Committee Hires Parente Randolph as Accountants
USG CORP: Wants Exclusivity Period Extended Until May 1, 2003
VENTAS INC: Cohen & Steers Discloses 12.14% Equity Shares
WA TELCOM: Verso Seeks Court's Nod for NACT Acquisition Deal

WARNACO: Judge Denies Craig's Request to Cut Lease Decision Time
WINDSOR WOODMONT: Files for Chapter 11 Reorganization in Denver
WINDSOR WOODMONT: Case Summary & 20 Largest Unsecured Creditors
WORLDCOM: Unsecured Panel Turns to FTI for Forensic Accounting
WORLDCOM INC: Files Additional Chapter 11 Petitions for 43 Units

WORLDCOM: 43 Affiliates' Case Summary & 11 Unsecured Creditors
WRC MEDIA: Consolidated EBITDA Climbs-Up 8.7% to $17 Mill. in Q3
XML GLOBAL: Lacks Sufficient Funds to Maintain FY2003 Operations
ZYMETX INC: Commences Chapter 11 Reorganization Proceeding

* Regent Pacific Appoints Macintyre as Chief Marketing Officer

* BOND PRICING: For the week of November 11 - 15, 2002

                          *********

AAMES: Gets Favorable Court Decision to Complete Exchange Offer
---------------------------------------------------------------
Aames Financial Corporation (OTCBB:AMSF) announced that the
expiration date of its offer to exchange its newly issued 4.0%
Convertible Subordinated Debentures due 2012 [rated Ca by
Moody's] for any and all of its outstanding 5.5% Convertible
Subordinated Debentures due 2006 has been extended to 5:00 p.m.,
New York City time, on Friday, November 22, 2002. The Exchange
Offer had been scheduled to expire Friday, November 8, 2002, at
5:00 p.m., New York City time. The Company reserves the right to
further extend the Exchange Offer or to terminate the Exchange
Offer, in its discretion, in accordance with the terms of the
Exchange Offer.

As previously announced, Wilmington Trust Company, as successor
indenture trustee with respect to the Company's 9.125% Senior
Notes due 2003, brought an action against the Company seeking to
prevent it from consummating the Exchange Offer. In a decision
dated October 25, 2002, the Supreme Court of the State of New
York granted the Company's motion to dismiss the Trustee's
amended complaint and issued a declaratory judgment in favor of
the Company that the Exchange Offer, if consummated, would not
(i) violate the terms of the indenture governing the Senior
Notes, or give rise to an event of default thereunder, or (ii)
constitute a breach of an implied covenant of good faith and
fair dealing.

The Company has extended the Exchange Offer for the purpose of
permitting holders of Existing Debentures to consider the
court's decision in favor of the Company and, if they so choose,
to tender Existing Debentures pursuant to the Exchange Offer. To
date, the Company has received tenders of Existing Debentures
from holders of approximately $42.9 million principal amount, or
approximately 37.6%, of the outstanding Existing Debentures.

The Company is a consumer finance company primarily engaged in
the business of originating, selling and servicing home equity
mortgage loans. Its principal market is borrowers whose
financing needs are not being met by traditional mortgage
lenders for a variety of reasons, including the need for
specialized loan products or credit histories that may limit the
borrowers' access to credit. The residential mortgage loans that
the Company originates, which include fixed and adjustable rate
loans, are generally used by borrowers to consolidate
indebtedness or to finance other consumer needs and, to a lesser
extent, to purchase homes. The Company originates loans through
its retail and broker production channels. Its retail channel
produces loans through its traditional retail branch network and
through the Company's National Loan Centers, which produces
loans primarily through affiliations with sites on the Internet.
Its broker channel produces loans through its traditional
regional broker office networks, and by sourcing loans through
telemarketing and the Internet. At June 30, 2002, the Company
operated 98 retail branches, 4 regional wholesale loan offices
and 2 National Loan Centers throughout the United States.


ACME METALS: Seeks to Stretch Packaging's Exclusivity to Nov. 29
----------------------------------------------------------------
Acme Metals Incorporated and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend the
exclusive periods of Acme Packaging Corporation unit.  Acme
Packaging tells the Court that it needs more time to propose and
file a plan.  Acme Packaging asks that its exclusive right to
file a plan run through November 29, 2002, and its exclusive
right to solicit acceptances of that plan be extended through
January 31, 2003.

Acme Packaging has already filed a Plan and an accompanying
Disclosure Statement.  Further, the Court has approved the
Disclosure Statement and approved its transmission to creditors
for voting.  Acme Packaging is optimistic that the Court will
confirm the Plan and that the Plan will be effective shortly.

Acme Packaging asserts that an extension of the exclusive period
remains necessary to promote reorganization through negotiation
and to provide additional time, when necessary, to permit
negotiation of consensual plan.   The extension, the Debtors
contends, will enable the confirmation process to proceed
efficiently and without disruption.

Acme Packaging assures the Court that it is pursuing
confirmation of the Plan diligently and in good faith.  Acme
Packaging further believes that it is entitled to an opportunity
to complete the plan confirmation process and seek acceptances
of the Plan without interference.

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.


ALLEGHENY ENERGY: Weak Liquidity Prompts Moody's to Drop Ratings
----------------------------------------------------------------
Moody's Investors Service lowered the ratings of Allegheny
Energy, Inc., together with its subsidiaries -- Allegheny Energy
Supply, Monongahela Power, Potomac Edison, West Penn Power,
Allegheny Generating Company, and the rating of Allegheny Energy
Supply Statutory Trust 2001.

Ratings are under review for likely downgrade.

                     Rating Actions

                                                To       From
                                               ----      ----
Allegheny

       * senior unsecured;                      B1        Ba1

Allegheny Energy Supply

      * senior unsecured and issuer rating;     B1        Ba2

Allegheny Generating Company

      * senior unsecured;                       B1        Ba2

Allegheny Energy Supply Statutory Trust 2001

      * senior secured;                         B1        Ba2

Monongahela Power Company

      * senior secured;                         Baa3      A3

      * senior unsecured debt & issuer rating;  Ba1       Baa1

      * preferred stock;                        Ba3       Baa3

      * commercial paper                     Not Prime   Prime-2

Potomac Edison Company

      * senior secured                          Baa3       A3

      * senior unsecured debt & issuer rating   Ba1        Baa1

      * commercial paper                     Not Prime   Prime-2

West Penn Power Company

      * senior unsecured and issuer rating;     Baa1       A1

      * commercial paper;                      Prime-2   Prime-1

Mountaineer Gas Company

      * commercial paper                     Not Prime   Prime-2

The rating actions reflect the company's weak financial
flexibility and low cash flow, which need the infusion of
proceeds from asset sales in order to bolster liquidity.
Allegheny is also in danger of defaulting certain of its credit
pacts and needs to extend its $70 million bilateral line of
credit expiring on November 30, 2002.

Allegheny Energy, Inc., based in Hagerstown, Maryland, is an
integrated energy company that owns various subsidiaries engaged
in generation and distribution of electricity, and other
businesses.

DebtTraders reports that Allegheny Energy Inc.'s 7.750% bonds
due 2005 (AYE05USR1) are trading between 72.5 and 75.5 . See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AYE05USR1
for real-time bond pricing.


AMERICAN CANDY: Taps Keen Realty to Market 2 Industrial Plants
--------------------------------------------------------------
American Candy Company has retained Keen Realty, LLC, to market
and dispose of two industrial facilities. These facilities are
in addition to two others, in which Keen Realty was earlier
retained. The sale of those properties in Selma, Alabama, and
Lebanon, Tennessee, are expected to close before year end.

"American Candy is in a must-sell situation. Therefore, these
facilities, along with the two original facilities, are an
excellent investment opportunity," said Matthew Bordwin, Keen
Realty's Vice President. "Prospective purchasers are being
encouraged to submit their offers immediately. We have had a
very positive response to our ongoing marketing efforts of the
original two facilities, and the more recent facilities are
expected to attract even more interest," Bordwin added.

The additional facilities that are available to users and
investors are two warehouse/manufacturing buildings located in
Selma, AL. One facility, located on Craig Drive, consists of
approximately 91,970 sq. ft., with approximately 11,080 square
feet of office space and the other, located on Washington
Street, consists of approximately 70,800 sq. ft., with
approximately 4,000 square feet of office space, including
mezzanine offices over the warehouse area.

Both facilities were built in 1983 and were used for the
packaging and storage of confectionary products. Both buildings
are humidity controlled with 25'-30' ceilings. The buildings are
well maintained and have excellent access to all major
transportation routes.

For over 20 years, Keen Consultants has had extensive experience
solving complex problems and evaluating and selling real estate,
leases and businesses in bankruptcies, workouts and
restructurings. Keen Consultants, a leader in identifying
strategic investors and partners for businesses, has consulted
with over 130 clients nationwide, evaluated and disposed of over
180,000,000 square feet square of properties and repositioned
nearly 11,000 stores across the country.

For more information regarding the sale of the American Candy
facilities, please contact Keen Realty, LLC, 60 Cutter Mill
Road, Suite 407, Great Neck, NY 11021, Telephone: 516-482-2700,
Fax: 516-482-5764, e-mail: krc4@keenconsultants.com Attn:
Matthew Bordwin.

American Candy Company, Inc.; Bradley Candy Company, L.L.C.; and
ACC Holdings, Inc.; filed for chapter 11 protection on June 29,
2001, in the U.S. Bankruptcy Court for the Southern District of
Alabama (Case No. 01-13291).  Henry A. Callaway, III, Esq., at
Hand Arendall, L.L.C., in Mobile, Alabama, represents the
Debtors in its restructuring.  Bank of America, N.A., is the
Debtors' prepetition secured lender and is continuing to provide
post-petition working capital financing.  Judge Margaret A.
Mahoney has approved six cash collateral stipulations among the
Debtors, BofA and the Official Committee of Unsecured Creditor.
Keen is employed pursuant to the terms of the Sixth Stipulation.
The Sixth Stipulation expires by its own terms on November 23,
2002.


ARCH WIRELESS: Working Capital Deficit Tops $12.5MM at Sept. 30
---------------------------------------------------------------
Arch Wireless, Inc. (OTC Bulletin Board: AWIN), a leading
wireless messaging and mobile information company, announced
consolidated net income of $8,826,000 for the third quarter
ended September 30, 2002, compared to a net loss to common
stockholders of $95,771,000 for the third quarter of 2001.

For the nine months ended September 30, 2002, net income was
$1.7 billion, compared with a net loss of $1.4 billion for the
same period of 2001.  Net income for the nine months ended
September 30, 2002, was due to various bankruptcy-related items,
including a $1.6 billion gain from the discharge and termination
of debt upon Arch's emergence from Chapter 11 on May 29, 2002.

Consolidated revenues for the third quarter totaled $202
million, compared to $281 million for the third quarter of 2001.
For the nine months ended September 30, 2002, consolidated
revenues totaled $636 million, compared to $912 million in the
same period of 2001.

Arch Wireless' September 30, 2002 balance sheets show that its
total current liabilities exceeded its total current assets by
about $12.5 million.

Arch's financial results for the nine months ended September 30,
2002 include separate operating results and cash flows prior to
its emergence from bankruptcy (the Predecessor Company), as well
as operating results and cash flows after its emergence from
bankruptcy (the Reorganized Company), reflecting the application
of "fresh-start" accounting that resulted from Arch's Chapter 11
reorganization.  Consequently, and due to other reorganization-
related events and adjustments, the Predecessor Company's
financial statements for the five-month period ended May 31,
2002 are not comparable to the Reorganized Company's financial
statements for the four- month period ended September 30, 2002.

Arch experienced a net decline of 588,000 one-way messaging
units in service for the third quarter of 2002 and no change in
the number of two-way messaging units in service from the prior
quarter.  Total units in service at September 30, 2002 were
6,419,000.

"Overall operating results were largely consistent with our
expectations," said C. Edward Baker, Jr., chairman and chief
executive officer.  "One-way units in service continued to
decline during the quarter, but the number of disconnected units
was lower than those experienced in recent quarters.   In
addition, we continue to be encouraged by our solid base of
commercial and business customers."  Baker added:  "We also made
significant progress during the quarter in reducing operating
expenses to help offset lower revenues.  We expect additional
expense reductions will be required in coming months in
anticipation of further revenue declines."

J. Roy Pottle, executive vice president and chief financial
officer, said the company continued to strengthen its balance
sheet during the quarter through the reduction of long-term
debt.  Arch Wireless Holdings, Inc., a wholly owned subsidiary,
completed optional redemptions at par value in July, August and
September totaling $40,000,000 principal amount plus accrued
interest of its 10% Senior Subordinated Secured Notes due 2007.
AWHI had issued $200 million of the 10% Senior Subordinated
Secured Notes on May 29, 2002 in connection with Arch's Chapter
11 reorganization and now has $160 million principal amount of
the 10% Senior Subordinated Secured Notes outstanding.

Arch Wireless, Inc., headquartered in Westborough, Mass., is a
leading wireless messaging and mobile information company with
operations throughout the United States.  It offers a full range
of wireless messaging and wireless e-mail services, including
mobile data solutions for the enterprise, to business and retail
customers nationwide.  Arch provides services to customers in
all 50 states, the District of Columbia, Puerto Rico, Canada,
Mexico and in the Caribbean principally through a nationwide
sales force, as well as through resellers, retailers and other
strategic partners.  Additional information on Arch is available
on the Internet at http://www.arch.com


AT&T CANADA: Balance Sheet Insolvency Widens to $3.6 Million
------------------------------------------------------------
AT&T Canada Inc., Canada's largest competitor to the incumbent
telecom companies, reported financial and operating results for
the third quarter 2002.

               Q3 Financial and Operating Results

     - The Company's earnings before interest, taxes,
depreciation, and amortization, and workforce reduction costs,
totaled $54.3 million, representing an increase of $24.0 million
or 79% from third quarter 2001. This improvement was primarily
the result of the operational restructuring undertaken by the
Company during the last year to focus on profitable channels of
distribution, and to streamline operations.

     - Revenues for the three months ended September 30, 2002,
were $359.9 million, compared to $387.2 million in third quarter
2001. Revenues from Local, Data, Internet, E-Business Solutions
and Other services, represent 62% of the total revenue base
versus 59% in third quarter 2001. Long Distance revenues
represent 38% of the revenue base down from 41% in the same
period last year.

     - Local revenues increased by 12% from the third quarter in
2001, attributable to a year over year increase in linecount of
36,501. Local access lines in service at September 30, 2002 were
546,592, with 52% of this total representing lines that are
either on-net or on-switch. Total revenue from Data and Internet
declined by 8% from the same quarter in 2001, primarily the
result of industry-wide weakness in enterprise and wholesale
data. Revenue from long distance services declined by 15% from
the same period last year, the result of a 10% reduction in
average price per minute and a 5% decrease in minute volume.

     - The Company's Net Loss for the quarter totaled $256.8
million, compared to a Net Loss of $232.5 million in the third
quarter 2001. This increase in Net Loss was primarily the result
of a non-cash increase in foreign currency translation loss of
$132.9 million, and an increase in net interest expense of $10.2
million. These increases were partially offset by lower
depreciation and amortization costs of $72.5 million associated
with the write-down in the carrying value of property, plant and
equipment, and goodwill, by reduced integration and
restructuring costs of $21.9 million, and by improved EBITDA
before workforce reduction costs of $24.0 million.

     - In the third quarter the Company recorded a non-cash
foreign currency translation accounting loss of $155.4 million.
This loss was the result of a decline in the value of the
Canadian dollar relative to the U.S. dollar during the quarter,
and to an increase in the amount of un-hedged U.S. dollar debt,
the result of the termination of all remaining foreign currency
hedges in September 2002.

At September 30, 2002, the Company's balance sheets show a
working capital deficit of about $4.5 billion, and a total
shareholders' equity deficit of about $3.6 billion.

"We are pleased with AT&T Canada's continued progress in
accomplishing the goals we have set forth to ensure our
Company's long term success. We have addressed the first
component of our three-point strategy, by significantly
improving the Company's operational and capital efficiencies.
Secondly, in reaching an agreement on a capital restructuring
plan with our bondholders, we are well advanced on our efforts
to establish a sustainable capital structure for the Company
moving forward. This plan will allow our bondholders as owners
of AT&T Canada to participate in what we believe is the
considerable potential of the Company to continue to compete
successfully in the Canadian telecommunications marketplace. And
we continue to pursue the third component of our strategy, to
establish a balanced telecommunications industry regulatory
framework, to promote the benefits of competition for Canadian
consumers and businesses," said John McLennan, Vice Chairman and
CEO of AT&T Canada.

Mr. McLennan continued, "We continued to expand our existing
customer relationships, and win new contracts with Canada's
leading companies during the quarter, despite the slowdown in
the North American telecommunications market. Looking ahead, we
will continue to focus on our strength as a national
telecommunications partner of choice to Canada's leading
businesses. We will compete with the incumbents in the areas of
our traditional strength in managed Data and Long Distance
solutions, and in IT Services, to further enhance the Company's
competitive position. We would like to extend AT&T Canada's
great appreciation to our employees, customers and suppliers for
their continued support and confidence, as we maintain our
commitment to bring real choice and innovation to Canadian
businesses."

                     Other Developments

            Closing of the Back-end Transaction
            Under the Deposit Receipt Agreement

     - On October 8th, AT&T Corp., completed the previously
announced purchase of all outstanding deposit receipts for cash
of $51.21 per deposit receipt pursuant to the terms of the
Deposit Receipt Agreement and arranged for the purchase of the
underlying shares by entities associated with Brascan Financial
Corporation and CIBC Capital Partners.

     - With the closing of the back-end, AT&T Canada employees
exercised their in-the-money stock options, which together with
other stock option exercises that occurred during the third
quarter, generated cash proceeds to the Company of approximately
$240 million. On October 9th, AT&T Canada used $200 million of
these monies to repay in full all amounts drawn under its bank
credit facility.

     - AT&T Canada has de-listed the deposit receipts from the
TSX and NASDAQ exchanges. However, in recognition of its
outstanding public debt, AT&T Canada continues to be subject to
the disclosure requirements of a public company.

           AT&T Canada and Bondholder Committee Agree
                 on Capital Restructuring Plan

     - On October 15th the Company announced that it had reached
a non-binding agreement in principle with the informal steering
committee of AT&T Canada's public bondholders on a proposed
restructuring plan. The proposed plan will exchange all of the
Company's $4.5 billion of outstanding public debt for equity
ownership in the Company, and cash of no less than $200 million.

     - Under this plan, the Company expects to emerge from the
restructuring process generating positive annual free cash flow,
with no long-term debt obligations and cash at closing of
approximately $100 million.

     - To advance this plan in an orderly and equitable fashion,
the Company applied for and received an Order from the Ontario
Superior Court of Justice under the Companies' Creditors
Arrangement Act (CCAA). This Order enables AT&T Canada to
continue serving its customers and to remunerate employees and
ongoing suppliers without interruption, and minimizes the
possibility of any potential disruptive legal actions against
the Company during the restructuring process.

     - Completion of this restructuring plan is subject to
entering into definitive agreements, and the receipt of material
approvals including bondholder, regulatory and Court approval.
The Company expects that this process will be completed during
the first quarter of 2003.

                  AT&T Canada Updates Status
                of Negotiations With AT&T Corp.

     - Given the strong historical relationship between AT&T
Canada and AT&T Corp., the companies are negotiating new
commercial agreements, under which AT&T Canada would become a
fully independent, full service telecom provider for business
customers operating under a new brand identity. Under the new
agreements, AT&T Canada would have multi-carrier global
connectivity and an ongoing commercial relationship with AT&T
Corp. AT&T Canada anticipates that these agreements would
preserve the cross-border and global connectivity provided by
access to the AT&T Corp. global network as well as ongoing
product relationships. AT&T Canada expects to execute a brand
transition within 18 months. Currently, it is not expected that
AT&T Corp. will maintain an equity interest in the company
following the completion of AT&T Canada's capital restructuring.

     - These discussions reflect AT&T Corp.'s desire to optimize
flexibility in serving its multinational customers around the
globe.

     - AT&T Canada expects to continue working with AT&T Corp.
to the benefit of each company and its respective customers in
Canada and around the world through a series of new agreements.
There can be no assurance that AT&T Canada and AT&T Corp., will
reach agreement on new commercial agreements.

                          Liquidity

     - After taking into account the closing of the back-end
transaction, the receipt of the proceeds from exercise of
employee stock options, and the repayment of the bank credit
facility, at September 30th AT&T Canada would have had
approximately $425 million of cash on hand. These funds are
anticipated to be sufficient to fund the Company's operations as
it completes its capital restructuring plan.

     - Upon completion of this capital restructuring plan
expected in the first quarter of 2003, the Company will go
forward with $100 million of cash on hand and a debt free
balance sheet. And, with the operational restructuring
undertaken in the last year to focus on profitable channels of
distribution and streamline operations, the Company's new
business plan will be free cash flow positive.

     - To provide liquidity to its new shareholders under the
restructuring plan, and to have the ability to access the public
equity capital markets, the Company intends to seek a listing
for its shares on certain public exchanges in Canada and/or the
United States, at an appropriate time following its emergence
from the CCAA process.

           Appeal of May 30, 2002 Price Cap Decision

     - On August 27th the Company filed an appeal of the
Canadian Radio-television and Telecommunications Commission's
(CRTC) May 30, 2002 Price Cap Decision. AT&T Canada has
petitioned the Governor in Council to endorse the proposition
that the incumbent telecommunication companies should price all
of their network services to competitors on a competitively
neutral basis, in order to sustain the benefits of competition
for Canadian consumers and businesses. Having invested billions
of dollars in its own network, AT&T Canada and other competitors
continue to require access to the public network controlled by
the former monopolies to complete customer connections. By
requiring a purely "facilities-based" competitive model to the
exclusion of other models for competition, the Company believes
that the CRTC has strayed from the letter and intent of the 1993
Canadian Telecommunications Act. Experience has demonstrated,
and the government has supported the fact, that a full and fair
competitive telecommunications marketplace is in the best
interests of Canadian businesses and the public, to ensure that
customers receive the benefits that come from choice, innovation
and value. The Company is encouraged that the CRTC has decided
to review one specific aspect of the recent Price Cap decision,
but continues to believe that a broader review of the decision
as it relates to network access, is required.

               Changes to the Board of Directors

     - On August 28th the Company announced the appointment of
Jeffrey M. Blidner to the Board of Directors. Mr. Blidner as
Vice Chairman of Brascan Financial Corporation is responsible
for Brascan's merchant banking and asset management activities
including the Tricap Restructuring Fund. In addition, the
Company announced that Marc Fortier had resigned his position as
Director to focus on his new mandate as CEO of Van Houtte Inc.

     - With the closing of the back-end, AT&T Canada announced
that Steve Chisholm, Alan Horn, Phil Ladouceur, David Miller and
Craig Young resigned from the Board of Directors. In addition,
Robert Harding and George Myhal, senior executives with Brascan,
joined the Board of Directors as representatives of Brascan
Financial Corporation.

     - With these changes, members of the Company's Board of
Directors are as follows: Purdy Crawford (Chairman), Andre
Bureau, Jeffrey Blidner, Stephen Halperin, Robert Harding, John
McLennan, James Meenan, George Myhal and Lisa de Wilde.

AT&T Canada is the country's largest competitor to the incumbent
telecom companies. With over 18,700 route kilometers of local
and long haul broadband fiber optic network, world class managed
service offerings in data, Internet, voice and IT Services, AT&T
Canada provides a full range of integrated communications
products and services to help Canadian businesses communicate
locally, nationally and globally. Please visit AT&T Canada's Web
site at http://www.attcanada.comfor more information about the
Company.

DebtTraders reports that AT&T Canada Inc.'s 12.000% bonds due
2007 (ATTC07CAR2) are trading between 13.75 and 14.75. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ATTC07CAR2
for real-time bond pricing.


BEAL FIN'L.: S&P Puts Outlook on B+ Counterparty Rating to Pos.
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Beal
Financial Corp. to positive from stable. Beal Financial's
single-'B'-plus long-term counterparty credit rating was
affirmed.

The ratings action reflects Beal Financial's continued solid
operating performance and its demonstrated discipline in
implementing its niche strategy. Beal Financial maintains
capital commensurate with its higher-risk business strategy and
interest rate risk profile.

"Management's demonstrated discipline and the collateralized
nature of most of Beal Financial's purchased loans mitigate
somewhat concerns over credit risk and exposure to the
commercial real estate sector," said credit analyst Victoria
Wagner.

Continuation of Beal Financial's track record of strong
operating performance in the face of significant business risk,
along with strong capital measures and low credit losses, could
lead to higher ratings in the future.


BUDGET GROUP: Court Okays Buck's Retention as KERP Consultants
--------------------------------------------------------------
Budget Group Inc., and its debtor-affiliates anticipate that
they will need help in the formulation, analysis, negotiation,
and implementation of a Key Employee Retention Plan related to
their Chapter 11 cases.

The Debtors sought and obtained the Delaware Bankruptcy Court's
authority to employ and retain Buck Consultants as their
compensation consultants pursuant to Sections 327(a) and 1107 of
the Bankruptcy Code.

Buck will perform these services as the Debtors may request
including, but not limited to:

-- Assisting in the design and development of a KERP, which may
   include these program components:

   (a) a pay-to-stay component,

   (b) a management incentive compensation plan;

   (c) severance benefits, and

   (d) a discretionary incentive pool;

-- Conducting appropriate research and benchmarking
   market-competitive cash compensation levels, long-term
   incentive opportunities and retention awards and severance
   benefits prevalent in the general market and approved in
   major bankruptcy cases;

-- Addressing issues related to the Company's human resource
   needs;

-- Responding to issues that could influence the Company's Board
   of Directors' ability to retain key people at all
   organizational levels;

-- Presenting findings and recommendations to management and the
   Board;

-- Representing the Company before professional advisors,
   attorneys and if called upon, by the bankruptcy court; and

-- Any other services requested by the Company with respect to
   human capital and human resource management.

The Debtors will be paying Buck its ordinary and customary rates
for matters of this type in effect on the date the services are
rendered.  The Debtors will also reimburse all reasonable out-
of-pocket costs and expenses.  Buck's billing rates currently
range from $140 to $660 per hour for its professionals.  The
billing rates are subject to periodic increases in the normal
course of Buck's business.  Buck already has received a retainer
in an amount equal to $200,000, which constitutes a general
retainer to be applied against the fees and expenses of Buck.
(Budget Group Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Budget Group Inc.'s 9.125% bonds due
2006 (BD06USR1) are trading between 19 and 20. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BD06USR1
for real-time bond pricing.


CABLEVISION SYSTEMS: Third Quarter Net Loss Slides-Up to $79.5MM
----------------------------------------------------------------
Cablevision Systems Corporation (NYSE:CVC) -- whose corporate
credit rating has been downgraded by Standard & Poor's to BB --
released financial results for the three months ended September
30, 2002.

The Rainbow Media Group tracking stock was exchanged by
Cablevision for shares of Cablevision NY Group Class A common
stock on August 20, 2002 and the company's third quarter
consolidated results reflect such exchange. The three-month
results and the percentage increases or decreases are presented
on the pro forma basis described on page 7, together with a
description of the reconciling adjustments to GAAP results.

Consolidated third quarter results from continuing operations,
reflect net revenues of $951.1 million, a 6% pro forma increase
compared to the prior year period, and adjusted operating cash
flow of $294.9 million, a 70% pro forma increase from the prior
year period. Adjusted operating cash flow is defined as
operating profit before depreciation and amortization and
excluding the effects of long-term incentive and stock plans
income or expense and restructuring charges - "AOCF."
Consolidated net loss amounted to $79.5 million for the three
month 2002 period, compared to a net loss of $77.1 million in
the comparable 2001 period.

Telecommunications Services net revenues rose to $605.3 million,
a 9% pro forma increase, and AOCF increased to $253.7 million, a
17% pro forma increase over the year-earlier period.
Telecommunications Services cash flow margin increased to 41.9%
in the September 2002 quarter compared to 39.8% in the second
quarter of 2002 and 39.0% in the third quarter of 2001. The cash
flow margin improvement is attributable to strong revenue growth
from the high-speed data service, the commercial telephone
business and cost saving measures implemented during the quarter
across the Telecommunications Services businesses.

Rainbow Media's Core Networks net revenues rose 21% to $151.7
million and AOCF increased 27% to $62.3 million due to continued
strong subscriber gains and increases in advertising revenue.

Cablevision President and CEO James L. Dolan commented:
"Cablevision's cable, Lightpath and high-speed businesses
generated strong results in the third quarter with a combined
cash flow growth of 17%. Optimum Online continues to enjoy broad
consumer acceptance, adding nearly 70,000 new customers and,
again, leading the industry in market penetration. Growing
momentum for Cablevision's industry-leading digital product, iO:
Interactive Optimum, as well as another solid performance by
Lightpath, also contributed to the quarter's results."

Mr. Dolan continued: "Our Rainbow Media assets had an excellent
third quarter as well. Sparked largely by an increase in viewing
subscribers and affiliate fees, the core networks reported a 21%
increase in net revenue and 27% growth in cash flow."

"Moving forward, Cablevision is executing its growth plan
outlined in August and third quarter results reflect this
progress. Growth in digital customers continues to accelerate
and we are on track to offer our digital services to our entire
4.4 million home footprint by mid-2003. Finally, the recently
announced sale of Bravo to NBC for $1.25 billion and Quadrangle
Capital Partners' $75 million investment will strengthen the
company's financial position and provide added flexibility."

                    Telecommunications Services

Telecommunications Services is comprised of:

     --  Consumer Services: analog video, digital video, high-
         speed data, residential telephony and R&D/Technology,
         and

     --  Business Services: Lightpath's commercial telephony,
         high-speed data and broadband businesses throughout the
         New York metropolitan area

                    Consumer Services

Net revenues for the third quarter increased 8% on a pro forma
basis over the year-earlier period to $569.6 million. AOCF for
the three-month period rose 14% on a pro forma basis to $237.3
million, compared to the year-earlier period. Third quarter
results include:

     --  107,000 new modem and digital service customers - a
         record quarterly gain

     --  80,400 iO: Interactive Optimum SM digital video
         customers, an 88% increase or nearly 38,000 new
         customers added during the quarter - 2,900 per week

     --  69,500 new HSD customers, or 5,300 added per week, for
         a total of 680,000

     --  19.5% HSD penetration of homes released compared to
         15.3% in September 2001

     --  HSD revenue per subscriber averaged $35.55, up 15% from
         the year earlier period's $30.85

     --  A loss of 22,400 cable subscribers for the three-month
         period compared to June 30, 2002 with 11,800 of the
         decrease in July (1,300 decrease in October)

     --  Advertising revenue rose 11% compared to the third
         quarter of 2001 due to strong regional and national
         advertising buys

     --  AOCF margin of 41.7%, up from 39.4% in September 2001,
         due to strong HSD revenue growth resulting from
         significant new customer additions and a rate increase
         for the service coupled with lower expenses related to
         the reversal of provisions for 2002 management bonuses
         and workforce reductions.

At September 30th, there were 1.6 million digital video capable
homes passed on Long Island, New Jersey and Westchester County
compared to 1.1 million at June 30th. By year-end 2002, digital
video service, including video-on-demand and subscription video-
on-demand, is expected to be available to more than 3.4 million
homes, or 80% of homes passed.

                         Business Services

Lightpath's businesses throughout the New York metropolitan area
achieved a 20% increase in net revenues to $39.7 million and an
89% increase in AOCF to $16.4 million, in each case compared to
the prior year period. Highlights include:

     --  A 25% increase in the number of buildings on-net

     --  A 25% increase in access lines

     --  A 41.2% cash flow margin compared to 29.2% at June 30,
         2002 due to the strong revenue growth in the carrier
         and high-speed data markets combined with workforce
         reductions.

                         Rainbow

Rainbow, the programming segment of the company, includes the
following programming businesses: AMC, Bravo, The Independent
Film Channel, WE: Women's Entertainment, MuchMusic USA and Mag
Rack. Rainbow also owns interests in the Fox Sports Net national
service and in five regional Fox Sports Net channels outside the
New York market. These businesses are owned through Rainbow
Media Holdings, Inc., which is an 82.8% owned subsidiary of
Cablevision Systems Corporation as of September 30, 2002.

Rainbow also includes the five local News12 Networks operating
in Long Island, New Jersey, Westchester, Connecticut and the
Bronx, as well as three local MetroChannels and Rainbow
Advertising Sales Corp.

As now required by the FASB's EITF No. 01-09, the company has
reclassified the amortization of deferred carriage fees (launch
support) as a reduction to revenues versus expensing such costs
as operating expenses. Amortization of deferred carriage fees
has been reclassified for the 2001 period, with no effect on
AOCF or net income (loss). The revenue impact for Rainbow Media
Holdings was $2.9 million for the third quarter of 2001 and was
$16.5 million for the full year 2001.

                            AMC

AMC's third quarter 2002 net revenues increased 13% to $60.1
million and AOCF rose 13% to $28.8 million. The strong revenue
and cash flow growth compared to the year-earlier period was
attributable to a 3% increase in viewing subscribers, an 8%
increase in affiliate fee revenue, and a 33% increase in
sponsorship revenue to $7.5 million. On October 1st, AMC
introduced eight minutes per hour of commercial advertising
time.

          Bravo/The Independent Film Channel (IFC)

Bravo/IFC's third quarter 2002 net revenues increased 24% to
$50.3 million and AOCF grew 33% to $18.4 million primarily due
to strong subscriber growth for each service and affiliate fee
increases by Bravo. Highlights include:

     --  A 16% increase in Bravo's viewing subscribers

     --  A 26% increase in IFC's viewing subscribers

               Consolidated Regional Sports

Consolidated Regional Sports is comprised of Fox Sports Net
Florida and Ohio, both of which are 60% owned by RMHI. Third
quarter 2002 net revenues rose 31% to $41.3 million, and AOCF
increased 53% to $15.1 million for these properties. The strong
revenue and cash flow growth are primarily the result of Fox
Sports Net Ohio carrying 150 Cleveland Indians games this
season, 50 more games than were carried last year resulting in
higher affiliate fee revenue and advertising revenue.

               Non-Consolidated Regional Sports
     (Fox Sports Net Chicago, Bay Area and New England)

For the third quarter, net revenues grew 13% to $58.1 million,
and AOCF increased 38% to $13.9 million. Viewing subscribers
totaled 10.6 million representing a 2% increase from the prior
year period.

               Non-Consolidated Fox Sports Net

Fox Sports Net's viewing subscribers totaled 74.0 million at the
end of the quarter, a 1% increase from the prior year period.

                 Developing Programming/Other

Developing Programming/Other consists of WE: Women's
Entertainment, MuchMusic USA, Rainbow Network Communications,
News12 Networks, MetroChannels, Rainbow Advertising Sales Corp.,
and other Rainbow start-up ventures. Third quarter net revenues
of $54.9 million represented an 18% increase compared to the
prior year period due to a 57% increase in viewing subscribers
for WE: Women's Entertainment and a 62% increase in viewing
subscribers for MuchMusic USA as compared to September 2001. The
AOCF deficit for the three-month period was $13.0 million, 35%
less than the AOCF deficit of $19.8 million in the year-earlier
period. The significant decrease in the AOCF deficit was
primarily attributable to Metro TV recording higher affiliate
fee revenue coupled with lower programming and marketing related
expenses.

                         Mag Rack

Mag Rack develops special interest video-on-demand content
offered to cable companies. Mag Rack presently offers 33 video
magazines and anticipates having 36 distributed by year-end. The
AOCF deficit for the third quarter was $5.2 million, a 35%
improvement compared to an AOCF deficit of $8.0 million in the
prior year period. During the third quarter, Insight
Communications began carrying Mag Rack as part of its digital
video offering and Charter Communications is expected to begin
carrying the service in the fourth quarter.

                    Madison Square Garden

Madison Square Garden, a subsidiary of RMHI, includes MSG
Network, Fox Sports Net New York, the New York Knicks, the New
York Rangers, the New York Liberty, the MSG Arena complex, and
Radio City Music Hall. For the third quarter 2002, net revenue
totaled $116.7 million, a 9% decline from the prior year period.
AOCF for the quarter was $16.5 million compared to a $32.4
million AOCF deficit in the prior year period. The lower revenue
was primarily due to the Yankee games no longer being carried on
the MSG Network resulting in lower affiliate fee revenue, lower
advertising revenue, and lower broadcast revenue. The higher
AOCF is primarily the result of the absence this quarter of a
write-off of certain Knicks players' contracts compared to the
prior year period.

                      Retail Electronics

The company began implementing a restructuring plan for THE WIZ
during the third quarter. This plan included closing 26 of THE
WIZ stores, conducting liquidation sales for such stores,
reducing the workforce by 1,300, changing the compensation
structure, and renovating the 17 remaining stores. This plan is
intended to bring the stores to a breakeven level in 2003.

For the quarter, the remaining 17 THE WIZ stores recorded an
AOCF deficit of $25.0 million compared to a $14.5 million AOCF
deficit for the year-earlier period.

                              Other

Includes corporate and developmental expenses to support the New
York metropolitan area operations. AOCF for the quarter amounted
to $5.6 million due to workforce reductions and a reversal of
provisions for management bonuses.

          Assets Held For Sale/Discontinued Operations

Theatres

For the three-month period ended September 30, 2002, net revenue
for Clearview Cinemas was $23.1 million, a 12% increase from the
year-earlier period due to a strong summer box office season.
AOCF for the quarter was $2.1 million, compared to an AOCF
deficit of $1.0 million in the year-earlier period. The company
has retained JPMorgan Securities, Inc. as its financial advisor
in connection with the sale of the Clearview theatre chain. The
net losses of the theatre business have been reported as
discontinued operations, net of tax, in the company's
consolidated statements of operations for all periods presented.

Retail Electronics

The restructuring charge associated with closing 26 of THE WIZ
stores in the third quarter totaled $9.5 million related to
severance payments and store closings. The net losses related to
these stores have been reported as discontinued operations, net
of tax, in the company's consolidated statements of operations
for all periods presented.

                       Recent Developments

NBC to acquire Bravo

On November 4, 2002, the company announced an agreement to sell
Bravo to NBC for $1.25 billion including MGM's 20% interest. The
sale of Bravo will enable the company to reduce debt and will
reduce the number of fully diluted shares by 53.2 million, or
approximately 16% of Cablevision's common stock on a fully
diluted basis.

Restructuring Charge

On August 8, 2002, the company announced a restructuring plan
that included substantial reductions to corporate overhead,
reductions in planned capital expenditures, non-customer contact
positions in telecommunications, reductions in Lightpath,
MetroChannels and News12 Networks. The restructuring plan was
implemented during the quarter and included workforce reductions
totaling 1,100 employees from Consumer Services, Business
Services, and the corporate staff as well as 1,300 employees
from THE WIZ. The plan also includes a $32.5 million charge
associated with the reduction in required digital set top box
commitments. The total charge for continuing operations taken in
the third quarter related to the restructuring was $77.5
million. The company estimates the cash portion of the
restructuring charge will total approximately $57 million paid
in the fourth quarter.

     New Directors Added to Cablevision's Board of Directors

Cablevision recently elected two new members to its Board of
Directors increasing the total number of directors to fourteen.
The new board members are: Thomas V. Reifenheiser - a former
long-time senior executive of Chase Manhattan Bank overseeing
the Global Media and Telecommunications Division and Vice
Admiral John R. Ryan - currently serving as the president of the
State University of New York Maritime College. In addition,
Steven Rattner - a managing principal of Quadrangle Group, will
be joining the company's board following the closing of
Quadrangle's $75 million preferred stock investment in the
company.

                         2002 Outlook

The company updates its full year 2002 guidance as follows:

     --  Telecommunications

     --  Revenue growth between 9%-11%, down from 10%-12%

     --  Cash flow growth between 15%-16%, up from 15%

     --  Capital expenditures of $1.1 billion, down from $1.2
         billion

     --  High-speed data subscribers of 750,000, up from
         700,000-725,000

     --  Digital video subscribers between 150,000 and 175,000,
         up from 125,000-150,000

     --  Rainbow

     --  Core networks revenue growth between 14%-16%, up from
         11%-14% (excluding a $17 million write-off related to
         the Adelphia bankruptcy filing)

     --  Core networks cash flow growth between 18%-20%, up from
         13%-15% (excluding a $17 million write-off related to
         the Adelphia bankruptcy filing)

     --  Mag Rack investments estimated to be $25 million, down
         from $25 million-$30 million

     --  Other/Corporate expenses between $40 million-$45
         million, down from $58 million

     --  Madison Square Garden cash flow between $90 million-$95
         million excluding a $30 million NBA luxury tax reversal
         and a $12 million charge related to the terms of a
         Knick player's contract

Cablevision Systems Corporation is one of the nation's leading
entertainment and telecommunications companies. Its cable
television operations serve 3 million households located in the
New York metropolitan area. The company's advanced
telecommunications offerings include its Lightpath integrated
business communications services; its Optimum-branded high-speed
Internet service and iO: Interactive Optimum, the company's
digital television offering. Cablevision's Rainbow Media
Holdings, Inc. operates programming businesses including
American Movie Classics, Bravo, The Independent Film Channel and
other national and regional services. In addition, Rainbow is a
50 percent partner in Fox Sports Net. Cablevision also owns a
controlling interest and operates Madison Square Garden and its
sports teams including the Knicks and Rangers. The company
operates New York's famed Radio City Music Hall and owns and
operates THE WIZ consumer electronics stores and Clearview
Cinemas in the New York metropolitan area. Additional
information about Cablevision Systems Corporation is available
on the Web at http://www.cablevision.com


CALL-NET: Sets Q3 Results Release & Conference Call for Nov. 15
---------------------------------------------------------------
Call-Net Enterprises Inc. (TSX: FON, FON.B), will be releasing
its third quarter results before the opening of markets on
Friday, November 15, 2002.

The Company will host a conference call for investors and media
at 11:00 a.m. (EST) on Friday, November 15, 2002. Bill Linton,
president and chief executive officer and Randy Benson, senior
vice president and chief financial officer will participate in
the call.

To participate please dial (416) 695-5806 or (800) 273-9672. If
you need assistance during the conference, you can reach the
operator by pressing "0". The call will also be audio webcast
live at http://www.callnet.ca.

Should you be unable to participate, an instant replay will be
available for 10 business days following the conference call by
dialing: (416) 695-5800 or (800) 408-3053 Pass code: 1286772.

Call-Net Enterprises Inc., is a leading Canadian integrated
communications solutions provider of local and long distance
voice services as well as data, networking solutions and online
services to businesses and households primarily through its
wholly-owned subsidiary Sprint Canada Inc. Call-Net,
headquartered in Toronto, owns and operates an extensive
national fiber network and has over 130 co-locations in ten
Canadian metropolitan markets. For more information, visit the
Company's web sites at http://www.callnet.caand
http://www.sprint.ca

                          *   *   *

As reported in the April 19, 2002 issue of the Troubled Company
Reporter, Standard & Poor's assigned a 'B+' rating to Call-Net
Enterprises Inc.'s US$377.0 million 10.625% senior notes on
April 16, 2002. At the same time, the long-term corporate credit
rating on the company was raised. Outlook is positive.

The ratings reflect Call-Net's national franchise in Canada, and
improvement in its subscriber mix and financial risk profile,
following the company's successful C$2.6 billion
recapitalization in April 2002.

The ratings also took into consideration Sprint Corp.'s 10.0%
equity ownership and strategic alliance, which provides Call-Net
with access to Sprint's technology, network, purchasing power,
and related trademarks. Still, increasing competition from
incumbent providers in the small and midsize business
telecommunications market, Call-Net's exposure to declining
long-distance prices, and the execution risks associated with a
revised business plan remain concerns.


CLASSIC COMMUNICATIONS: Decides Leases Through January 6
--------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Delaware, Classic Communications, Inc., and its debtor-
affiliates obtained an extension of their exclusive periods.
The Court gives the Debtors until January 6, 2003, to determine
whether to assume, assume and assign, or reject their unexpired
nonresidential real property leases.

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


CUMMINS INC: Fitch Downs Senior Unsecured Notes to BB from BB+
--------------------------------------------------------------
Fitch Ratings downgraded the senior unsecured notes of Cummins
Inc., to 'BB-' from 'BB+' , assigned a rating of 'BB-' to the
$200 million in new senior unsecured notes being issued, and
assigned a rating of 'BB+' to the newly established $385 million
secured revolving credit agreement. The company's mandatorily
redeemable convertible preferred securities have also been
downgraded to 'B+' from 'BB-'. The downgrades reflect
persistently weak end markets, longer term concerns related to
the company's competitive position and profitability, weak
credit measures, increasing pension obligations and the granting
of security to the company's revolving credit lenders (resulting
in the subordination of the unsecured notes and preferred
securities). The Rating Outlook remains Negative.

Over the past several years, Cummins has exhibited a steady
deterioration in market share across its heavy-duty and medium
duty truck lines. These trends have been exacerbated by weak end
market demand, particularly in the heavy-duty truck market which
is still working off the inventory overhang resulting from
excessive industry production in the late 1990's. Despite
successful cost reductions from restructuring programs, margins
remain pressured. Leverage remains high despite significant
cutbacks in capital expenditures and asset divestitures.
Increased pension obligations, off-balance sheet obligations and
outflows related to dividends and joint-venture investments will
make it difficult to improve fixed-charge coverage over the near
term.

Although third quarter results were relatively strong, this
performance primarily reflected pre-buying ahead of the new
emission standards. A sharp drop-off in industry demand is
expected for the fourth quarter, with ultimate recovery not
expected at least through the first half of 2003. The company
also faces a number of challenges over the intermediate term.
Although Cummins offers a technologically competitive product
line, consolidation and vertical integration among its customers
have placed the company in competition with its major customers'
in-house suppliers. Major customers include DaimlerChrysler and
Volvo, which through their Detroit Diesel and Mack operations,
respectively, can be expected to increasingly turn to in-house
truck engine sourcing over the intermediate term. It should be
noted that Cummins has signed long-term supply agreements in
place with both of these firms, although the volume and margin
impact are uncertain.

The new revolving credit agreement and planned $200 million
senior unsecured note issuance will resolve near term liquidity
concerns posed by the early 2003 maturity of its revolving
credit agreement and $125 million note maturity. The revolving
credit agreement has been downsized from $500 million to $385
million, and has gone from unsecured to secured. The term has
also been shortened to a three-year term from five years
previously. Approximately $40 million was outstanding under the
old revolving credit facility as of September 30, although off-
balance sheet commitments including loan guarantees and letters
of credit would indicate that availability is lower. The $200
million note issuance is likely to repay all outstandings under
the facility as well as provide for a modest increase in cash
holdings.

Cummins has stated that it will be increasing its pension
contributions by $30 million in 2003. The company's underfunded
position will entail continuing heavy claims on the company's
cash flow over the intermediate term. This will limit cash
available for debt reduction and reinvestment in the business,
and impede any improvement in financial ratios.


DERBY CYCLE: Asks to Stretch Claim Objection Time to Dec. 13
------------------------------------------------------------
Derby Cycle Corporation asks for more time from the U.S.
Bankruptcy Court for the District of Delaware to object to
proofs of claim filed against its bankruptcy estate.  Derby
Cycle asks for an extension through December 13, 2002.

Since Confirmation of its chapter 11 plan, the Debtor has worked
diligently to resolve each of the proofs of claim and interest.
The Debtor has already started the process by filing its first
omnibus objection to claims.

The Debtor reports that it is currently preparing a second
omnibus objection, and is awaiting information from Raleigh
America, Inc., to complete the exhibits to the objection.  The
Debtor believes that the extension will allow a conclusive
determination as to the remaining objectionable claims.

The Derby Cycle Corporation is a leading designer, manufacturer
and marketer of bicycles and parts and accessories via numerous
operating companies located worldwide. The Company filed for
chapter 11 protection on August 15, 2001. Jeffrey D. Saferstein,
Esq., Andrew N. Rosenberg, Esq., and Heather D. McAm, Esq., at
Paul, Weiss, Rifkind, Wharton & Garrison and Pauline K. Morgan,
Esq., Michael R. Nestor, Esq., at Young, Conoway, Stragatt &
Taylor, LLP represent the Debtor in its restructuring efforts.
When the Company filed for protection from its creditors, it
listed $162,114,000 in assets and $207,207,000 in debts.


DOMAN INDUSTRIES: Reaches Debt Workout Pact with Bondholders
------------------------------------------------------------
Doman Industries Limited has reached agreement in principle with
holders of a majority of the Company's unsecured notes on a plan
to consensually restructure the Company's financial affairs.

The plan is designed specifically to keep Doman intact and
establish a capital structure that positions the Company as a
strong long-term competitor in the B.C. coastal forest products
industry. The plan will reduce the Company's long-term debt from
$1 billion to $400 million and provide up to $100 million of new
capital.

Rick Doman, President and CEO, said the plan is good news for
the Company following negotiations with bond holders led by the
Tricap Restructuring Fund, Merrill Lynch Investment Managers and
OppenheimerFunds.

"Our goal was to keep the Company intact and operating as a
viable, low cost business, and to position it for future growth.
We do not intend to sell off any assets. We will continue
serving our customers, suppliers will be paid, and our employees
and the coastal communities in which they live and which are
such an important part of our operations will not be negatively
impacted. Considering the challenges we were facing earlier this
year, it's a good deal for all stakeholders."

Doman said agreement on the elements of a restructuring plan
that was fair and equitable for all the Company's stakeholders
was an important first step in returning it to financial health.

"After considering all available alternatives, it was determined
that this plan preserves the most value for all stakeholders. It
has the unanimous support of our Board of Directors, and a
majority of holders of our unsecured bonds have indicated their
support."

As part of the plan, the Company obtained a B.C. Supreme Court
order for protection under the Companies' Creditors Arrangement
Act (CCAA). The effect of the order is to stay the Company's
current obligations to creditors until the plan can be approved
and implemented, which is expected to take about 90 days. The
plan will also enable Doman to continue normal business
operations, serving its customers and paying its employees and
suppliers, without interruption.

             Highlights of the Restructuring Plan

The plan involves a substantial exchange of debt to equity by
the holders of the Company's 8.75 per cent senior notes due 2004
and 9.25 per cent notes due 2007 with a total face value of $795
million. In exchange for each $155 face value senior note
bondholders will receive:

     - $34 face value in the form of a new 12 per cent junior
secured notes due 2007 (or $175 million in aggregate) in
exchange for the $795 million existing notes; and - Common
shares, which, in aggregate, will represent 85 per cent of the
common equity of the restructured Company.

The holders of the Company's class A preferred shares, the class
A voting shares and the class B non-voting shares will be
treated equally. Together with the class A preferred shares,
they will be exchanged for new common shares representing, in
aggregate, 15 per cent of the equity of the restructured
Company. There will be only one class of common shares in the
restructured Company and each will be entitled to one vote.

Holders of the Company's 12 per cent senior secured notes due
2004 with face value of $248 million, and the Company's $65
million secured working capital facility provided by CIT
Business Credit Canada Inc., will be unaffected. CIT has
reconfirmed the availability of the $65 million working capital
loan during the CCAA period.

All employees and creditors with claims under $10,000 can expect
to be paid in the normal course, and in most cases creditors
with larger claims, including sub-contractors and suppliers of
goods and services in the ordinary course of business, can
expect to be paid in full as part of the plan process. Other
unsecured creditors will be treated in the same way as holders
of unsecured bonds namely, for each $155 claim the creditor will
receive back $34 in face value of new 12% notes and voting
common shares in the restructured Company.

As the last step in the implementation of the plan, Doman will
carry out a rights offering to shareholders of the restructured
company of $100 million eight per cent convertible secured
debentures due 2007. The Tricap Restructuring Fund has committed
to take up a minimum of $50 million under the rights offering
thereby guaranteeing a minimum amount of new liquidity for the
restructured Company.

In addition, a new board of directors will be appointed as part
of the plan process consisting of appropriate representation
from the existing and new shareholders.

The plan will be accomplished through a Court approved plan of
arrangement implemented under CCAA. Completion of the
restructuring is subject to entering into definitive agreements
and receipt of all material consents, transfers, and approvals.
The plan will be voted on by the various classes of
stakeholders, as required, at meetings expected to be held in
January 2003.

Doman is an integrated Canadian forest products company and the
second largest coastal woodland operator in British Columbia.
Principal activities include timber harvesting, reforestation,
saw milling logs into lumber and wood chips, value-added
remanufacturing and producing dissolving sulphite pulp and NBSK
pulp. All the Company's operations, employees, and corporate
facilities are located in the coastal region of British Columbia
and its products are sold in 30 countries worldwide.

DebtTraders reports that Doman Industries Ltd.'s 12.000% bonds
due 2004 (DOM04CAR2) are trading between 17 and 21. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=DOM04CAR2for
real-time bond pricing.


EASYLINK SERVICES: Working Capital Deficit Widens to $18 Million
----------------------------------------------------------------
EasyLink Services Corporation (NASDAQ: EASY), a leading global
provider of services that power the exchange of information
between enterprises, their trading communities and their
customers, reported financial results for the third quarter and
nine months ended September 30, 2002.

Revenues for the third quarter of 2002 were $28.0 million, as
compared to $30.0 million in the second quarter of 2002 and
$36.5 million in the third quarter of 2001. EasyLink's lower
transaction volumes and revenue during the periods are the
result of the compounded effect of the ongoing reduction in
business activity arising from the current softness in the
global economy. In addition to this external factor, price
reductions in certain lines of business reduced quarterly
revenue for both year to year and quarter to quarter
comparisons. Seasonal reductions in business to business
commerce activity over the summer months of the current quarter
represent another contributing factor when comparing revenues to
the second quarter of this year. When comparing revenues to last
year's results, certain lines of business, including email
hosting, have been exited resulting in additional declines.
Gross margin was 50% in both the third quarter of 2002 and the
third quarter of 2001. The Company was able to maintain the same
margin through cost reductions in network operations and carrier
transmission costs, even though revenues have declined.

The Company is pleased to report that it achieved its fifth
consecutive quarter of positive pro-forma EBITDA during the
third quarter of 2002 of $2.0 million as compared to $3.0
million in the second quarter of 2002 and $3.6 million in the
third quarter of 2001. Pro-forma EBITDA is equal to the income
(loss) from continuing operations reduced by interest, taxes,
depreciation expense, amortization of goodwill and other
intangibles, restructuring and impairment charges, (gain) loss
on sale of businesses, impairment of intangible assets, net
release of bonus accrual, and (gain) loss on debt restructuring
and settlements.

EasyLink's pro-forma loss from continuing operations was $1.4
million in the third quarter of 2002, compared to a pro-forma
loss from continuing operations of $1.5 million for the quarter
ended September 30, 2001. Pro-forma loss for the third quarter
of 2002 excludes amortization of intangibles, restructuring
charges, gain on sale of business and gains on debt
restructuring and settlements. The pro-forma loss from
continuing operations for the third quarter of 2001 excludes
amortization of goodwill and other intangibles, impairment of
intangible assets and a loss on debt restructuring and
settlements. All per share amounts are based on the weighted
average number of diluted shares outstanding, which were
17,232,000 and 9,279,000 for the 2002 and 2001 third quarters,
respectively.

At September 30, 2002, the Company's balance sheets show that
its total current liabilities exceed its total current assets by
about $18 million.

Under Generally Accepted Accounting Principles (GAAP), the
Company reported positive net income for the third quarter of
2002 of $1.8 million, compared to a net loss of $1.3 million for
the second quarter of 2002 and a net loss of $15.8 million for
the third quarter of 2001. The Company's third quarter net
income resulted from a $6.6 million gain on the extinguishment
of $7.1 million of debt and capitalized interest. This was
partially offset by a $1.7 million restructuring provision
primarily designated to cover the estimated loss on leases
resulting from the Corporate and New Jersey office
consolidation. Amortization of goodwill and other intangibles
for the three months ended September 30, 2001 includes $10.6
million of goodwill amortization in continuing operations and
$0.1 million in discontinued operations, which is not included
in the comparable period of 2002 as a result of the Company's
adoption of FAS 142 in 2002.

The Company's cash and marketable securities balance was $9.3
million as of September 30, 2002 compared to $12.0 million as of
June 30, 2002.

Thomas Murawski, President and Chief Executive Officer of
EasyLink, said, "Although economic conditions have reduced the
overall number of business transactions occurring in the markets
we serve, and consequently our revenues during the quarter, we
continue to make strides in improving our cost structure,
retaining our current customers, and establishing new customer
relationships."

"We also made three important additions to our management team,
demonstrating our ability to attract the best and brightest in
this industry, and introduced a strategically important line of
business - Trading Community Enablement - which we believe will
be an important contributor to our future growth. As we
transition into a more productive economic cycle, we will look
back to our accomplishments during this quarter as important
catalysts of our growth."

                    Customer Relationships

During the third quarter, EasyLink continued to broaden and
deepen its customer relationships primarily due to strong
customer interest in EasyLink's high-volume, transaction-
delivery services - EasyLink EDI and EasyLink Production
Messaging. In North America, among the companies that either
established, renewed or expanded deployment of EasyLink's
services during the quarter were: Amadeus, Emery Worldwide,
Farmers Insurance, Fidelity Investments, GE, Genuine Parts,
Ingersoll Rand, JPMorganChase, Kroger, MeadWestvaco, RBC Dain
Rauscher, Southeastern Freight and Vcommerce.

Internationally, EasyLink established, renewed or expanded
services in the third quarter with General Motors, Federal
Express, PGMedia, SNTTA (largest travel & tourism agency in the
UAE), Rydex Corporation, and Warner Brothers. Additionally, one
of the world's top five automotive manufacturers has contracted
EasyLink to develop a new Web EDI application to conduct their
worldwide distribution transactions electronically.

                           Services

During the third quarter EasyLink launched its first two Trading
Community Enablement Services, EasyLink Web EDI Service and
EasyLink EDI Testing and Certification Service. These services
are key elements of EasyLink's larger planned Trading Community
Enablement family of services designed to facilitate business
transactions between large enterprises and small- to mid-sized
companies in their trading communities, significantly increasing
the number of companies with whom they conduct business
electronically. Even today, only about 20 percent of enterprise
trading relationships are electronic, with the balance
maintained via telephone, fax, and postal mail. EasyLink's sales
organization has already signed up its first customer for these
services, and has established a sales pipeline that the Company
expects will begin producing new revenues beginning in the first
half of 2003.

In the United Kingdom, EasyLink is introducing a Web EDI
application for the Independent Financial Adviser (IFA)
community designed to electronically consolidate monthly
statements. EasyLink's sales organization in the United Kingdom
has already signed on several Financial Institutions for this
new application, and they have established a significant
interest within the trading community that is expected to
produce new revenues for 2003.

In India, EasyLink completed an outsourcing agreement with
Primus, India's largest Internet Fax service provider, to
provide Internet Fax services to Primus' customers, including
the management of service provisioning, customer support,
billing and collections. This business is a direct result of
EasyLink's network expansion across India, and now makes us a
leading transaction delivery service provider in the region.

                    Stronger Management Team

To further EasyLink's strategic goals and vision, the company
solidified its management team with the addition of three
executives. In July, the Company appointed Douglas Myers as Vice
President of Sales and Stuart Tarmy as Vice President of
Marketing. Myers was most recently with Sterling Commerce and
Tarmy was with Charles River Development. Additionally, in
September, Gary MacPhee joined EasyLink as Vice President of
Technology. MacPhee, who currently leads EasyLink's technology
initiatives, has over 20 years experience in the development and
global deployment of business critical e-commerce applications
used by Fortune 1000 corporations and has held recent senior
executive roles at Merant and GE Information Services.

                        Nine Months Results

Revenues for the nine months ended September 30, 2002 were $88.4
million compared to $90.1 million in the nine months ended
September 30, 2001. For the nine months ended September 30,
2002, the Company's pro-forma loss from continuing operations
improved to $3.0 million, compared to a pro-forma loss from
continuing operations of $36.3 million for the nine months ended
September 30, 2001. This pro-forma loss from continuing
operations excludes amortization of goodwill and other
intangibles, restructuring and impairment charges, (gain) loss
on sale of businesses, impairment/equity loss on investments,
impairment of intangible assets, net release of bonus accrual,
gain (loss) on debt restructuring and settlements as well as
amortization of stock and warrants.

Under US GAAP, the Company's net loss for the nine months ended
September 30, 2002 improved to $2.2 million, compared to a
reported loss of $143.5 million for the nine months ended
September 30, 2001. Amortization of goodwill and other
intangibles for the nine months ended September 30, 2001
includes $32.2 million of goodwill amortization in continuing
operations and $3.8 million in discontinued operations, which is
not included in the comparable period of 2002 as the result of
the company's adoption of FAS 142 in 2002.

                         Business Outlook

EasyLink expects the following for the fourth quarter of 2002:

     - Revenues are expected to be approximately $27- 29
       million.

     - Gross margin is expected to remain at approximately 50%.

     - Pro-forma EBITDA is expected to be in the range of $1 -
       3 million.

     - Pro-forma loss from continuing operations is expected to
       be in the range of $1 - 3 million.

EasyLink Services Corporation (NASDAQ: EASY), headquartered in
Edison, New Jersey, is a leading global provider of services
that power the exchange of information between enterprises,
their trading communities, and their customers. EasyLink's
network facilitates transactions that are integral to the
movement of money, materials, products, and people in the global
economy, such as insurance claims, trade and travel
confirmations, purchase orders, invoices, shipping notices and
funds transfers, among many others. EasyLink helps more than
20,000 companies, including over 400 of the Global 500, become
more competitive by providing the most secure, efficient,
reliable, and flexible means of conducting business
electronically. For more information, please visit
http://www.EasyLink.com


EMPRESA ELECTRICA: S&P Ups Corp. Credit Rating to CC/Watch Pos.
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its local and foreign
corporate credit ratings on Chilean electricity provider Empresa
El,ctrica del Norte Grande S.A. (Edelnor) to double-'C' from
'D', following the termination of the Chapter 11 reorganization
process. The ratings were also placed on CreditWatch with
positive implications.

The termination of the plan of reorganization, that replaced
unsecured bank debt due in 2005 and 2006 for US$217 million new
debt certificates due in 2017 and a US$46 million shareholder
loan, implied a US$58 million reduction of Edelnor's debt to
US$282 million and a significant extension on the duration of
its financial obligations. In addition, as required by the
reorganization plan, on November 5, Inversiones Mejillones S.A
(owned by Belgium's Tractebel S.A. and Chilean copper producer
Corporacion Nacional del Cobre de Chile) exercised a call option
over an 82.34% controlling equity stake in Edelnor, which was
held by the Chilean F.S. Inversiones.

"Standard & Poor's expects Edelnor's financial profile to
benefit from the higher credit quality of the new shareholders,
the relief of the lower debt levels and a potential merger with
Electroandina, a Chilean power generator controlled by the same
shareholders," said credit analyst Sergio Fuentes. "However,
Edelnor's ratings will remain on CreditWatch with positive
implications until the announcement of the new business plan
defined by the new owners," continued Mr. Fuentes.

Edelnor's financial performance weakened mainly as a result of
the loss of contracts, representing more than half of contracted
sales in 2001, coinciding with overcapacity, narrowing margins,
and dispatch restrictions in the Sistema Integrado del Norte
Grande (SING), Chile's second-largest electrical grid. Those
factors led to a 20% drop in revenues for the first half of 2002
compared to the same period of 2001.

Edelnor is a partially integrated utility engaged in the
generation, transmission, and sale of electric power in northern
Chile. Edelnor operates generating facilities with a capacity of
approximately 687MW and about 1056 km of transmission lines.


ENRON: Seeking Approval to Sell $5.6-Mil Natural Gas Inventories
----------------------------------------------------------------
Pursuant to Section 363 of the Bankruptcy Code, Enron Gas
Liquids, Inc., seeks the U.S. Bankruptcy Court for the Southern
District of New York's authority to sell its natural gas liquids
inventories currently stored at a storage facility located in
Mont Belvieu, Texas, free and clear of any liens and
encumbrances.  The NGL Inventories are composed of:

                         Quantity       Price
   Product              in Barrels     per Bbls      Value
   -------              ----------     --------      -----
   Ethane                127,012        $12.81       $1,627,024
   Propane                49,892         20.37        1,016,295
   Isobutane               9,418         26.88          253,156
   Normal Butane          95,861         25.20        2,415,697
   Natural Gasoline       11,225         28.14          315,872
                                                    ------------
   TOTAL                                             $5,628,044


Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York,
informs the Court that the storage facility is owned and
operated by Enterprise Products Operating LP.  As operator,
Enterprise may have lien rights on the quantities of the NGL
Inventories it holds.

According to Ms. Gray, Enron Gas plans to sell the NGL
Inventories in the spot market because Enron Gas believes its
sale at an auction would result in a lower return due to timing
issues and market volatility during the time period between
submission of bids and the actual transfer of the NGL
Inventories.

To the extent that Enron Gas believes that Enterprise holds
valid liens, Enron Gas proposes these procedures to determine
Enterprise's lien claims:

   (i) After entry of an order approving this motion, Enron Gas
       will serve a copy of the Order to all storage operators
       in connection with the storage facilities where the NGL
       Inventories have been stored;

  (ii) The storage facility operators will have 30 days from
       service of the Order to send notice of any lien claim
       against the proceeds of the NGL Inventories to Enron Gas
       Liquids Inc.;

(iii) Within 15 days after the expiration of the initial 30-day
       notice of lien period, Enron Gas will notify the lien
       claimants whether it agrees or objects to the lien
       claims;

  (iv) If Enron Gas agrees to a lien claim, it will promptly
       file and serve a notice of the agreed amounts it seeks
       to pay the lien claimant.  If no objections are filed to
       the proposed payment, Enron Gas will promptly pay the
       amounts without further Court order on the 10th day after
       the service of the notice.  If an objection to the
       proposed payment of the lien amounts is timely filed by a
       party-in-interest, Enron Gas will set the matter for
       hearing as the Court's calendar may allow;

   (v) If Enron Gas objects to the lien claim, Enron Gas will
       notify the holder of the lien claim in writing and the
       parties will have 15 days from the date of service of
       the notice of Enron Gas' objection to resolve their
       disputes.  If during the 15-day period the parties
       resolve their dispute, Enron Gas will promptly file and
       serve a Lien Payment Notice.  If no objections are filed
       to the proposed payment of the amounts within 10 days of
       service of the Lien Payment Notice, Enron Gas will
       promptly pay the amounts without further Court order at
       the expiration of the 10-day period.  If an objection to
       the proposed payment is timely filed a party-in-interest,
       Enron Gas will set the matter for hearing as the Court's
       calendar may allow;

  (vi) If the parties are unable to resolve their disputes, the
       party asserting the lien claim that is in dispute will
       file a motion with the Court seeking resolution; and

(vii) Nothing in the Order approving the Motion will require
       the Debtors, including Enron Gas, to satisfy any liens in
       excess of the proceeds from the sale of the NGL
       Inventories, including those liens of the storage
       facility operators whose liens will be limited to the
       net proceeds relating to the NGL Inventories stored at
       the operator's facility.

Once the lien claims are determined, the prepetition storage
costs associated with the NGL Inventories will be paid in
accordance with the Order to pay Prepetition Claims and the
postpetition storage costs will be paid as administrative
expenses or, the liens will attach to the proceeds from the sale
of the NGL Inventories.

Enron Gas also asks Judge Gonzalez's permission to sell
additional gas inventories it will later discover to have an
aggregate fair market value in excess of $500,000 without the
need to seek further Court approval.  Ms. Gray explains that
Enron Gas will follow this "New NGL Procedures":

   -- Enron Gas will serve the New NGL Notice in accordance with
      the Court's Cash Management Order and Rules 2002, 6006 and
      9013 of the Federal Rules of Bankruptcy Procedure, and
      Rule 9013(c) of the Local Bankruptcy Rules for the
      Southern District of New York;

   -- Enron Gas will serve the Notice on any storage facility
      operators holding the NGLs identified on the New NGL
      Notice and any other lien holders with a copy of the order
      approving this Motion;

   -- Parties have 10 days to file an objection to the sale of
      the NGLs listed on the Notice;

   -- If no objections are timely filed and received, then Enron
      Gas may proceed to sell the NGLs in the spot market
      without further Court order; and

   -- Any storage facility operators or other parties asserting
      liens on the NGLs must follow the procedures on the
      determination of the liens within 30-day period.

Moreover, although they may not be utilized, Enron Gas seeks the
Court's authority to use brokers if doing so would maximize
returns and to pay the standard broker fees for the sale of the
NGL Inventories.  The fees will be considered as administrative
expenses under Sections 503(b) and 507(a) of the Bankruptcy Code
and will be due and payable upon consummation of a sale
transaction, without the need for further Court order.
Typically, Ms. Gray reports, Enron Gas pays a commission to
brokers who sell NGL Inventories in the spot market.  The
current commission rate to sell NGLs in the spot market is
$0.001 per gallon.  Based on this commission rate, Enron Gas
estimates that complete liquidation of NGL Inventories could be
completed at $11,273 in brokerage fees -- less than 0.25% of the
gross value of the NGL Inventories.

Ms. Gray contends that the sale is warranted and should be
approved because:

   (a) the prompt sale of the NGL Inventories constitutes a
       sound exercise of its business judgment;

   (b) Enron Gas is no longer actively engaged in the business
       of buying natural gas and trading natural gas liquids;

   (c) spot market sale of the NGL Inventories will maximize
       their value; and

   (d) a procedure on how to handle the lien is set up to allow
       the sale free and clear of all liens (Enron Bankruptcy
       News, Issue No. 47; Bankruptcy Creditors' Service, Inc.,
       609/392-0900)


ENRON CORP: Court Approves 360networks Purchase Agreement
---------------------------------------------------------
Enron Broadband Services, Inc., sought and obtained the Southern
District of New York Bankruptcy Court's:

   (a) approval of the terms and conditions of a Purchase
       Agreement with 360networks (USA) inc.;

   (b) authority to consummate the Purchase Agreement,
       including:

       -- the transfer of certain Enron Broadband assets free
          and clear of liens, claims, interests and
          encumbrances;

       -- assumption and assignment of certain executory
          contracts and unexpired leases; and

       -- rejection of certain executory contracts; and

   (c) approval of the Settlement Agreement with 360networks
       (USA) inc.

According to Melanie Gray, Esq., at Weil, Gotshal & Manges LLP,
in New York, Enron Broadband and 360networks inc. entered into
an IRU Swap Agreement effective as of June 30, 1999.  Pursuant
to the Swap Agreement, 360 networks agreed to provide dark fiber
to Enron Broadband along the Minneapolis-Detroit route and Enron
Broadband agreed to provide dark fiber to 360 USA along the
Houston-Denver route.

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

Thereafter, Enron Broadband and 360 USA entered into:

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

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

In connection with the Site Agreement, Ms. Gray relates, Enron
Broadband constructed shelters on various parcels of land along
the Minneapolis-Detroit route, in which Enron Broadband held a
real property interest pursuant to these agreements:

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

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

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

    (4) Easement Agreement between Enron Broadband and Suzanne
        Gegenfurtner and Mark E. Gegenfurtner, dated June 20,
        2000;

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

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

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

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

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

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

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

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

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

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

Except for the Pleasant Prairie Deed, these Agreements will be
assumed.

According to Ms. Gray, Enron Broadband does not intend to
continue to operate along the Minneapolis-to-Detroit route.
Hence, Enron Broadband would only receive limited future benefit
from the dark fiber along that route and the real property,
pursuant to the Agreements entered into.

However, Ms. Gray notes, 360 USA continues to operate along the
Minneapolis-to-Detroit route, and thus, could benefit from the
future use of Enron Broadband's real and personal property and
contract rights related to the route.

To get the best of both worlds, the parties entered into a
Purchase Agreement on August 6, 2002.  The salient terms of the
Purchase Agreement are:

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

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

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

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

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

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

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

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

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

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

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

   (h) Sale and Assignment of  Assume Contracts.  At the
       Closing, 360 USA and Enron Broadband will execute and
       deliver an Assignment, which shall provide for the sale,
       assignment and assumption of the Assumed Contracts to 360
       USA.  In the event anyone asserts that the Assumed
       Contracts are not executory contracts, all right, title
       and interest of EBS in the Assigned Contracts shall also
       be sold to 360 USA in accordance with provisions of
       Section 363 of the Bankruptcy Code;

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

   (j) Representation and Warranty.   Enron Broadband represents
       and warrants that it is the owner of the Shelters, the
       Equipment, the property described in the Pleasant Prairie
       Deed, the Minneapolis IRU Agreement and the Assumed
       Contracts, free and clear of all liens, claims and
       encumbrances, except a lien to JP Morgan Chase Bank, as
       collateral agent, on the Equipment, and that Enron
       Broadband has the right to sell, transfer and assign them
       to 360 USA free and clear of all liens and encumbrances,
       subject to Bankruptcy Court approval.  Enron Broadband
       further represents and warrants that there are no known
       defaults on any of the Assumed Contracts, which would
       have a material adverse affect on the ability of 360 USA
       to enforce any of the Assumed Contracts;

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

   (l) Access and Maintenance.  Upon the execution of the
       Agreement and until the earlier of Closing or termination
       of the Agreement:

       -- Enron Broadband will provide 360 USA with unfettered
          access to and use of the Shelters, Shelter Sites and
          the Equipment, provided that the access is subject to
          any restrictions set forth in the Assumed Contracts;

       -- 360 USA will perform the physical maintenance of the
          Shelters and Shelter Sites; and

       -- Enron Broadband and 360 USA will cooperate in
          contacting the telephone and power utility companies
          supplying services to the Shelter Sites and
          terminating the utility services in the name of Enron
          Broadband and the transfer of services to 360 USA;

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

   (n) The Houston IRU Agreement.  Any claim arising out of the
       Houston IRU Agreement will not be released and each of
       the parties will reserve the right to assume or reject
       the Houston IRU Agreement pursuant to applicable
       bankruptcy law.

In persuading Judge Gonzalez to grant the Debtors' request, Ms.
Gray pointed out that:

   -- the Assets and the Assumed Contracts are not integral to a
      successful reorganization of its estate and would only
      bring additional expense to the estate in maintaining the
      Equipment, the Shelters and the Sheltered Sites;

   -- the Sale is the result of arm's-length, good faith
      negotiations, constitutes fair value of the assets and
      will provide the greatest return to the estates and
      creditors;

   -- the purchase price exceeds the lien of JP Morgan Chase
      Bank; and

   -- there are no defaults existing under any of the Assumed
      Contracts and no cure obligations with respect to any of
      the Assumed Contracts. (Enron Bankruptcy News, Issue No.
      47; Bankruptcy Creditors' Service, Inc., 609/392-0900)


FEDERAL-MOGUL: Future Claimants' Rep. Bringing-In Kroll Zolfo
-------------------------------------------------------------
As a result of Kroll Inc.'s acquisition of Zolfo Cooper, LLC,
Eric D. Green, Esq., the Legal Representative for Future
Asbestos Claimants in the Chapter 11 cases of Federal-Mogul
Corporation, and its debtor-affiliates, now seeks the Court's
authority to re-employ the same individuals from Zolfo Cooper in
their new capacity as employees of Kroll Zolfo Cooper, effective
as of September 5, 2002.

Kroll Zolfo Cooper has become indispensable.  Mr. Green explains
that the firm has developed substantial knowledge of and
familiarity with the Debtors' businesses and other assets during
the eight months they have performed services for the Future
Representative in these proceedings.  More importantly, Kroll
Zolfo Cooper will play a significant part with the ongoing
negotiations among the Future Representative, the Debtors, the
Official Committee of Unsecured Creditors, the Official
Committee of Asbestos Claimants, the Debtors' prepetition
lenders, and the Official Committee of Equity Security Holders
over the contours of a global settlement that may form the basis
of a consensual plan of reorganization.  Kroll Zolfo Cooper
provides advice based on its investigations of the Debtors'
assets and liabilities and on the potential return to the
asbestos claimants under various settlement scenarios has been
invaluable during the course of these negotiations.

Mr. Green tells the Court that Kroll Zolfo Cooper will continue
to provide the same bankruptcy consultancy and financial
advisory services to the Future Representative under the same
terms and conditions of retention set forth in the Original
Application. Kroll Zolfo Cooper will:

A. monitor the Debtors' cash flow and operating performance,
   including:

   (a) comparing actual financial and operating results to
       plans;

   (b) evaluating the adequacy of financial and operating
       controls;

   (c) tracking the status of the Debtors' and the Debtors'
       professionals' progress relative to developing and
       implementing programs like the preparation of a business
       plan, identifying and disposing of non-productive assets,
       and other activities; and

   (d) preparing periodic presentations to the Future
       Representative summarizing findings and observations
       resulting from Zolfo Cooper's monitoring activities;

B. analyze and comment on operating and cash flow projections,
   business plans, operating results, financial statements,
   other documents and information provided by the
   Debtors/Debtors' professionals, and other information and
   data pursuant to the Future Representative's request;

C. perform an enterprise valuation of the Debtors' estates,
   which are pertinent to the Future Asbestos-Related Claimants;

D. advise the Future Representative in connection with and in
   preparation for meetings with the Debtors, other
   constituencies and their respective professionals;

E. prepare for and attend meetings with the Future
   Representative;

F. analyze claims and perform investigations of potential
   Preferential transfers, fraudulent conveyances, related-party
   transactions and other transactions as may be requested by
   the Future Representative;

G. analyze and advise the Future Representative about any plan
   of reorganization proposed by the Debtors, the underlying
   business plan, including the related assumptions and
   rationale, and the related disclosure statement; and

H. provide other services as requested by the Future
   Representative.

In consideration for its services, the Kroll Zolfo Cooper will
be compensated in accordance with its standard hourly rates plus
reimbursement of necessary out-of-pocket expenses.  The standard
hourly rates are:

            Principals                $500 - 675
            Professional Staff         225 - 495
            Support Personnel           75 - 200

Mr. Green discloses that the only complication presented with
this employment of Kroll Zolfo Cooper arises from the fact that
Simon Freakley, the principal of Kroll Buchler-Philips, has been
appointed by the English Court to act as the Administrator of
T&N Limited and some of its subsidiaries.   Kroll Buchler-
Philips is a subsidiary of Kroll, Inc.  Simon Freakley is a
chartered accountant and insolvency practitioner.

Mr. Green, however, assures Judge Newsome that, in light of
certain circumstances, there are no actual conflicts of interest
in connection with the proposed retention.  These special
circumstances include:

   (a) the absence of actual conflicts between the Future
       Representative and the Administrator;

   (b) the strong information barrier procedures put in place by
       Kroll Zolfo Cooper, on September 5, 2002, which will be
       policed internally by Kroll Zolfo Cooper on an on-going
       basis and are intended to ensure that any information:

         (i) with respect to Kroll Zolfo Cooper's services for
             the Future Representative; and

        (ii) held by the Administrator and his personnel with
             respect to the English Debtors remains separate and
             protected from disclosure;

   (c) the geographic separation of Kroll Zolfo Cooper, which is
       located in New York, from the Kroll Buchler-Philips
       personnel performing services for the English Debtors,
       who are located in the United Kingdom.  This will further
       guard against the inadvertent disclosure of information
       relating to the Future Representative's interest and
       strategies to those Kroll Buchler-Philips personnel
       rendering services in the UK cases;

   (d) the desire of all key constituents for progress towards a
       consensual plan of reorganization for the Debtors'
       businesses on as quick a timetable as possible, which
       will be facilitated by Kroll Zolfo Cooper's continued
       work on behalf of the Future Representative; and

   (e) the savings to the Debtors' estates that can be achieved
       by the Future Representative continuing the engagement of
       Kroll Zolfo Cooper, based on the depth of their knowledge
       of the Debtors' businesses and their prior experience in
       these cases.

Steven G. Panagos, a member of Kroll Zolfo Cooper, also met with
the personnel involved with the Kroll Buchler-Philips engagement
in U.K. and informed them of the need to insulate the Kroll
Zolfo Cooper engagement from the U.K. engagement.  Kroll Zolfo
Cooper also established information barrier procedures on
September 5, 2002, under which:

   -- The Kroll Zolfo Cooper management distributed a memorandum
      to both Kroll Zolfo Cooper and Kroll Buchler-Philips
      personnel, which requires that information relating to
      each Federal-Mogul engagement should be kept confidential.
      To ensure that the measures have been put in place:

        (i) relevant personnel in each team have been
            identified;

       (ii) there will be no discussions or communications
            orally, electronically or otherwise, with any
            persons who are or have been involved in Kroll Zolfo
            Cooper's engagement for the Future Representative,
            on the one hand, and persons involved in Kroll
            Buchler-Philips' engagement in the U.K. on the other
            hand, about confidential information derived from
            their respective engagements;

      (iii) no employee of Kroll Buchler-Philips working in the
            U.K., will be provided access to documents, computer
            data files, or any other confidential information
            relating to the Kroll Zolfo Cooper engagement.
            Likewise no Kroll Zolfo Cooper personnel working for
            the Future Representative will be provided access to
            documents, computer data files, or any other
            confidential information relating to Kroll Buchler-
            Philips' engagement.  No Kroll Zolfo Cooper
            personnel will share confidential information with
            any other individuals employed by Kroll Buchler-
            Philips, and no employee of Kroll Buchler-Philips
            shall share confidential information with Kroll
            Zolfo Cooper personnel, with respect to the
            respective services provided in connection with the
            these cases;

       (iv) relevant personnel will continue to work in separate
            office locations;

        (v) a third person within Kroll Zolfo Cooper,
            independent of either group working on these cases,
            will be appointed immediately to review from time to
            time the information barrier procedures employed by
            the Kroll Buchler-Philips and Kroll Zolfo Cooper, as
            necessary. This is to ensure compliance with the
            requirements of these procedures.  That third person
            will also keep and maintain records of their review,
            and will resolve any issues that may arise;

       (vi) Kroll Buchler-Philips and all Kroll Zolfo Cooper
            personnel who have provided or will provide services
            in this case will sign a memorandum outlining the
            information barrier procedures that are in effect
            with respect to their respective representations;

   -- Kroll Zolfo Cooper personnel will not provide information
      regarding the Future Representative to Kroll Buchler-
      Philips personnel without ensuring that:

        (i) that information is made available to the Debtors
            and other creditor groups if the materials are in
            written form; and

       (ii) representatives of the other creditor groups, the
            Debtors' management or other professionals engaged
            in these cases are present if the information is
            being communicated orally; and

   -- Kroll Zolfo Cooper will conduct an ongoing review of its
      files to ensure that no conflicts or other disqualifying
      circumstances exist or arise.  If any new facts or
      circumstances are discovered, Kroll Zolfo Cooper will
      supplement its disclosure to the Court.

Mr. Green notes that the scope of Kroll Zolfo Cooper's services,
as well as the prophylactic measures to be taken by Kroll
Buchler-Philips in connection with their services for the U.K.
Administrator, ensure that they will not be placed in a position
in which they could favor the Future Representative over the
U.K. Administrator, or vice versa.  Mr. Green contends that the
scope of Kroll Zolfo Cooper's services for the Future
Representative does not impact the U.K. Administrator or the
U.K. Debtors. Similarly, the activities of the U.K.
Administrator do not directly impact these cases. (Federal-Mogul
Bankruptcy News, Issue No. 26; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


FEDERAL-MOGUL: Posts $13MM Pre-Tax Profit from Ops. for Q3 2002
---------------------------------------------------------------
Federal-Mogul Corporation (OTC Bulletin Board: FDMLQ) reported
third quarter 2002 sales of $1,345 million up four percent
compared to $1,289 million in 2001.  Pre-tax profit from
operations was $13 million compared to a loss of $87 million in
third quarter 2001.  Operating results for third quarter 2002
and 2001 exclude restructuring and impairment charges, Chapter
11 and Administration related expenses, and net losses from
divestitures.  In addition, for the third quarter of 2001,
operating results exclude tax valuation allowances and gains on
debt-to-equity swaps.

Including the above items, in the third quarter 2002 Federal-
Mogul reported a net loss of $73 million, compared to a net loss
of $810 million in 2001.

At September 30, 2002, the Company's balance sheets show a total
shareholders' equity deficit of about $956 million.

"We remain on target with our operational improvements and we
are achieving our productivity goals as demonstrated by our
improved operating margin," said Frank Macher, chairman and
chief executive officer.  "We are strengthening our future
competitive advantage through our investment today in new
technology centers both in Yokohama, Japan and Plymouth,
Michigan.  Our customers are responding very favorably to the
new products we have recently launched, such as our ThermoQuietT
brake pads, which were recently announced as a 2003 PACE Product
Innovation Award finalist.  I'm very excited about the products
we have currently under development."

Third quarter 2002 cash flow from operations, net of capital
expenditures, was a usage of $18 million compared to a usage of
$231 million for third quarter 2001.  By geographic region,
total third quarter 2002 sales were: 61 percent, or $820
million, in North America; 37 percent or $504 million, in
Europe; and two percent or $21 million in the Asia Pacific
region.

Sales of original equipment parts totaled 56 percent of the
company's third quarter 2002 sales or $747 million compared with
$677 million in 2001. Original equipment volume was up
significantly in global Friction Products and Pistons.  By
geographic region, third quarter 2002 original equipment sales
were 49 percent in Europe, 48 percent in North America and three
percent in the Asia Pacific region.

Sales of replacement parts to aftermarket customers totaled 44
percent of the company's third quarter 2002 sales or $598
million compared with $612 million in 2001.  Softness in the
North American aftermarket, especially in seasonal products
impacted negatively due to the mild and dry weather, accounted
for most of the shortfall.  By geographic region, third quarter
2002 aftermarket sales were 77 percent in North America and 23
percent in Europe.

Federal-Mogul is a global supplier of automotive components,
sub-systems, modules and systems serving the world's original
equipment manufacturers and the aftermarket.  The company
utilizes its engineering and materials expertise, proprietary
technology, manufacturing skill, distribution flexibility and
marketing power to deliver products, brands and services of
value to its customers.  Federal-Mogul is focused on the
globalization of its teams, products and processes to bring
greater opportunities for its customers and employees, and value
to its constituents.

Headquartered in Southfield, Michigan, Federal-Mogul was founded
in Detroit in 1899 and today employs 49,000 people in 24
countries.  On October 1, 2001, Federal-Mogul decided to
separate its asbestos liabilities from its true operating
potential by voluntarily filing for financial restructuring in
Bankruptcy Court in the United States and Administration in the
United Kingdom.

For more information on Federal-Mogul, visit the company's Web
site at http://www.federal-mogul.com

DebtTraders reports that Federal-Mogul Corporation's 8.800%
bonds due 2007 (FMO07USR1) are trading between 16 and 18. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FMO07USR1for
more real-time bond pricing.


FRESH DEL MONTE: Improved Credit Measures Spurs S&P to Up Rating
----------------------------------------------------------------
Standard & Poor's raised its corporate credit rating on fresh
fruit and vegetable producer Fresh Del Monte Produce to double-
'B' from double-'B'-minus to reflect the company's improved
operating results and credit measures.

The outlook on the Florida-based company is stable. Total debt
outstanding as of September 27, 2002, was $153 million.

"Fresh Del Monte's improved financial performance, the result of
volume growth, price increases, and cost-saving initiatives, has
resulted in significant cash flow generation, which has been
used partly for meaningful debt reduction," said Standard &
Poor's credit analyst Ronald Neysmith.

The ratings reflect Fresh Del Monte Produce Inc.'s leading
position as a producer, marketer, and distributor in the
commodity-oriented fresh produce industry. The industry is
highly variable, as operating performance can be affected by
uncontrollable factors such as global supply, political risk,
weather, and disease.

Product concentration is a rating concern, as bananas and
pineapples are major sales and earnings contributors. However,
the company is continuing to develop ways to increase product
diversity within the fresh produce industry, such as expanding
into branded fresh-cut fruit and vegetables.


FUTURE CARZ: Jack Watters Group Acquires Controlling Stake
----------------------------------------------------------
Jack Watters announced the acquisition of controlling interest
in Future Carz Inc., (OTCBB:FCRZ) by The Jack Watters Group.

The Group acquired controlling interest by direct stock purchase
from the company. It is reported that The Group has invested
over $400,000 in to Future Carz Inc., with the intention of
resuming leasing operations under the Auto Carz and Future Carz
names. Watters reported that plans are underway to reopen
leasing storefronts in San Diego this week and Phoenix by
Dec. 1, 2002.

President Ethel Merriman heads the new management team.

Merriman, former vice president of The Associates, acquired by
Citigroup in 2000, brings 21 years of experience in the consumer
lending industry to Future Carz Inc.  She will devote herself to
assembling a staff of trained leasing and credit professionals
with an eye to maintaining default rates at a minimum. Merriman
rose through the ranks of the financial industry and held
positions of branch manager, area manager, vice president of
corporate training and vice president of credit and compliance.

In an interview Watters discussed Future Carz Inc.  "The company
mission of leasing cars and providing transpiration to the sub-
prime market is an excellent concept. The previous management
team suffered through an aging inventory of cars, under
capitalization, and no real experience in consumer lending. The
Jack Watters Group not only brings an infusion of capital to
Future Carz Inc., but also its management and marketing team. We
will be leasing late model pre-owned vehicles to the top end of
the sub-prime market. Our target customer is the woman or man
with a good employment record, who would have an excellent
credit history if not for an unfortunate turn of events
including medical bills, a ruinous divorce or a mistake in
judgment in guaranteeing a loan for others. Our pledge is to
provide guaranteed good transportation to and from work and
diligence in reporting our customer's good payment record with
us to the credit bureaus in the hope that with their cooperation
they can rebuild their credit and move on with their lives."

Shares of Future Carz Inc., have moved from 4 cents to a close
yesterday of 11 cents over the last three months on rumors of
The Jack Watters Group's interest in acquiring the company.

                         *     *     *

                   Going Concern Uncertainty

In it Form 10-Q filed on September 23, 2002, with the Securities
and Exchange Commission, Future Carz reported:

"The Company's financial statements are presented on a going
concern basis, which contemplates the realization of assets and
satisfaction of liabilities in the normal course of business.

"For the six months ended June 30, 2002 the Company incurred a
net loss of $1,214,166. At June 30, 2002, the Company had a
working capital deficit of $532,886 and stockholders' deficit of
$558,064.

"The Company's management has made plans to alleviate the debt
by issuing shares of common stock. The Company is pursuing new
lines of business and increasing equity through the issuance of
stock.

"The ability of the Company to continue as a going concern is
dependent upon its ability to raise additional capital from the
sale of common stock and, ultimately, the achievement of
significant operating revenues. The accompanying financial
statements do not include any adjustments that might be required
should the Company be unable to recover the value of its assets
or satisfy its liabilities."


GADZOOX NETWORKS: Balance Sheet Insolvency Widens to $5.4 Mill.
---------------------------------------------------------------
Gadzoox Networks, Inc., (OTC: ZOOX) a global supplier of proven
Fibre Channel technology for storage networking, reported
financial results for its fiscal 2003 second quarter.

The Company posted fiscal second quarter revenue of $4.1
million, slightly higher than the guidance provided during the
previous quarter's conference call of $3.5 million to $4.0
million.

Gross profit for the second fiscal quarter was $2.3 million or
57% of net revenues.  This result is above the guidance provided
in the previous earnings call, which forecasted a gross margin
for the quarter in the range of 40% to 45%.  Operating expenses,
for the fiscal second quarter were $2.9 million, which was
better than previously provided guidance for operating expenses
of $3.4 million to $3.8 million.  Ongoing operating expenses
without restructuring, impairment and amortization costs have
declined by $1.3 million or 31% from the prior quarter and $4.2
million or 60% from the fourth quarter of the previous fiscal
year.

At September 30, 2002, the Company's balance sheets show a total
shareholders' equity deficit of about $5.4 million.

"Four months ago we put a plan in place to add a new revenue
stream and continue driving our goal of commoditizing the
storage networking market," stated Steve Dalton, Gadzoox
Networks, President and CEO.  "During the quarter we began
executing to that plan by offering our FabriCore Engines suite
of technology and we have seen our open market switch business
increase as a result of our efforts to provide value-leading,
standards-based switches."

Recent Company Highlights

     -- Continued steady stream of revenue from switch business;

     -- Business for our open market switch products increased
        nearly 30% from fiscal Q1;

     -- Announced FabriCore Engines customer Astute Networks;

     -- Announced FabriCore Engines customer Trebia Networks;

     -- Collaborating with IBM and Xilinx with FabriCore Engines
        product line;

     -- Announced three new FabriCore Engines FC-MAC cores,
        including the industry's first 10Gb FC core;

     -- Building up FabriCore Engines team to capitalize on the
        strong industry response to the product line
        introduction with the addition of key staff in
        engineering, marketing and sales;

     -- Opened new offices in Europe and hired new regional
        sales managers to capitalize on switch opportunities;

     -- Tracking towards goal of quick, approved financial
        reorganization; actions completed include relocation of
        Company headquarters, generating approximately $2.7
        Million in annual savings;

     -- Exceeded gross margins and operating expense projections
        for the quarter.

"The quarter is clearly reflecting the culmination of our
expense management efforts," commented Barbara Velline, Chief
Financial Officer for Gadzoox Networks.  "In fact, if the costs
associated with our financial reorganization, lease termination
and relocation are excluded from our expenses our loss for the
quarter was nominal and near 'break-even.'"

Since 1996 Gadzoox Networks has led the industry in market
"firsts" and continues to drive the Storage Area Network (SAN)
market with innovative Fibre Channel switching technology. The
company has consistently delivered a time to market advantage to
major OEM customers enabling them to create clear business value
for their customer base. Gadzoox Networks is a voting member of
the Storage Networking Industry Association (SNIA), with
corporate headquarters located in Santa Clara, California.  For
more information about Gadzoox Networks' products and technology
advancements in the SAN industry, visit the company's Web site
at http://www.gadzoox.com


GCI INC: Reports Improved Financial Results for Third Quarter
-------------------------------------------------------------
GCI (Nasdaq: GNCMA) -- whose $325 million senior secured credit
facility and corporate credit rating are rated by Standard &
Poor's at BB+ and BB, respectively -- reported its detailed
third quarter 2002 results with revenues growing to $94.6
million, an increase of $6.6 million or 7.5 percent as compared
to $88.0 million for the third quarter of 2001. Earnings before
interest, taxes, depreciation, and amortization (EBITDA)
increased to $30.3 million for the third quarter of 2002, an
increase of $6.0 million or 24.7 percent when compared to third
quarter 2001 EBITDA of $24.3 million. Revenues for the third
quarter increased sequentially 2.0 percent to $94.6 million as
compared to revenues of $92.7 million in the second quarter of
2002. Third quarter EBITDA of $30.3 million compares to EBITDA
of $18.7 million in the second quarter of 2002.

GCI recorded net income of $5.1 million. The third quarter 2002
net income compares to net income of $1.5 million for the third
quarter of 2001. For the nine-months ended September 30, 2002,
GCI recorded net income of $6.2 million. GCI recorded net income
of $4.1 million for the nine-months ending September 30, 2001.

EBITDA of $30.3 million for the third quarter of 2002 includes
an expense deduction of $1.2 million to increase the reserve for
bad debts for third quarter accounts receivable that were
uncollected prior to WorldCom's filing for reorganization under
Chapter 11 of the Federal Bankruptcy Code on July 21, 2002.
Including the second quarter 2002 increase, GCI's bad debt
reserve now totals $11.6 million against WorldCom's pre-petition
accounts receivable of approximately $12.9 million.

"We announced another record high quarter with EBITDA surpassing
the $30 million mark two weeks ago and we announced the
refinancing of GCI's senior debt on Monday of this week," said
Ron Duncan, GCI president. "The reported operating results and
liquidity provided by the refinancing will insure that GCI
continues to be the only communication company committed to
investing in statewide infrastructure in the near future. These
recent announcements are good news for our customers, employees
and shareholders."

The company's local services business grew to an estimated 20
percent share of the total access line market in Alaska during
the third quarter of 2002.

GCI's statewide dial-up Internet platform remained steady at
approximately 71,200 customers compared to the second quarter of
2002. More than 33,000 Internet customers are using GCI cable
modem service, an increase of 1,800 over the second quarter of
2002. GCI cable television services now pass 195,923 homes and
serve 134,581 basic subscribers.

Basic subscribers decreased sequentially by 541 subscribers from
the second quarter of 2002. GCI added 2,100 digital customers
during the third quarter and now serves 28,500 digital customers
in Anchorage, Fairbanks, Juneau, Kenai and Soldotna.

Highlights:

     -- Consolidated revenues increased 7.5 percent to $94.6
million for the third quarter of 2002 as compared to $88.0
million in 2001. Third quarter 2002 revenues increased
approximately 2.0 percent sequentially over revenues of $92.7
million in the second quarter of 2002.

     -- Consolidated EBITDA increased 24.7 percent to $30.3
million in the third quarter 2002 as compared to $24.3 million
in 2001. Excluding an expense deduction of $1.2 million to
increase the third quarter bad debt reserve due to WorldCom,
EBITDA for the quarter would have increased almost 30 percent on
a year-over-year basis. EBITDA is up substantially on a
sequential basis from the second quarter of 2002 due primarily
to an expense deduction in the second quarter of $9.7 million
that increased the bad debt reserve for accounts receivable due
from WorldCom.

     -- Broadband, private line and other data revenues
increased 5.6 percent to $13.3 million during the third quarter
of 2002 as compared to $12.6 million in the same period of 2001
and decreased 2.9 percent sequentially from 13.7 million in the
second quarter of 2002.

     -- GCI estimates it has an approximate 20 percent share of
the total access line market in Alaska. Approximately 85 percent
of GCI's access lines are provisioned on its own facilities or
on resold local loops.

     -- GCI's statewide Internet platform remained steady at
approximately 71,200 customers compared to the second quarter of
2002. The company expects future quarters may report slightly
declining customer counts due to the conversion of dial-up
customers to cable modem customers.

     -- GCI provides cable modem Internet access in 16
communities including Anchorage, Fairbanks, Juneau, Valdez,
Sitka, Nome, Seward, Kenai, Soldotna, Wasilla, Cordova,
Petersburg, Wrangell, Homer, Bethel and Kodiak. The company had
more than 33,000 cable modem customers at the end of the third
quarter 2002, as compared to 21,500 at the end of the third
quarter of 2001. GCI's cable modem penetration rate is one of
the highest in the nation. Almost 96 percent of GCI's cable
customers are now able to receive cable modem service.

     -- GCI recently announced closing a $225 million senior
bank loan to refinance debt totaling approximately $180 million.
The new facility, lead by Credit Lyonnais, refinances existing
senior debt of approximately $120 million and $60 million of
debt outstanding from the company's Alaska United Fiber System.
The $225 million loan is a two-year facility priced at LIBOR
plus 650 basis points. The facility should allow the company to
make $55 million in capital investment in 2003.

     -- GCI estimates that fourth quarter 2002 revenues will
total approximately $92 million to $94 million and EBITDA is
expected to exceed $27.5 million.

Detailed text and financial tables can be found at www.gci.com.
GCI will also hold a conference call on November 7, 2002 at 2
p.m. Eastern. To access the briefing, dial 888-455-3612
(international callers should dial 630-395-0018) and identify
your call as "GCI." In addition to the conference call, GCI will
make available net conferencing. To access the call or an
archive of the call, log onto www.gci.com and follow the
instructions.

Based on revenues GCI is the largest Alaska-based and operated
integrated telecommunications provider and provides local,
wireless, and long distance telephone, cable television,
Internet and data communication services. More information about
the company can be found at http://www.gci.com


GEMSTAR TV: It's Official -- Jeff Shell Replaces H. Yeung as CEO
----------------------------------------------------------------
Gemstar-TV Guide International, Inc., (Nasdaq:GMSTE) announced
that definitive documents referred to in a news release issued
on October 8, 2002 have been signed and are now effective.

Dr. Henry Yuen has resigned his position as Chief Executive
Officer, and Elsie Leung has resigned as Chief Financial
Officer. Effective immediately, Jeff Shell, the Company's Chief
Operating Officer since April 2002, will become the Chief
Executive Officer, while Paul Haggerty will be Acting Chief
Financial Officer. A search for a permanent Chief Financial
Officer is being undertaken.

As previously outlined, Dr. Yuen will remain Chairman of the
Board of Directors in a non-executive capacity and will head a
new international business development unit.  Ms. Leung will
remain a member of the Board and will work with Dr. Yuen to
develop international business opportunities.

The parties have agreed that the cash currently payable under
the terms of the restructuring agreement will be held by the
Company in a segregated account for up to six months pending the
possible deposit of all or a portion of such cash into an escrow
pursuant to the recently enacted Sarbanes-Oxley Act.

                      *    *    *

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.


GILAT SATELLITE: U.S. Court Stays U.S. Creditors' Actions
---------------------------------------------------------
Gilat Satellite Networks Ltd. (Nasdaq:GILTF), a worldwide leader
in satellite networking technology, announced that a stay of
action by the bondholders and banks has been granted in the
United States based upon the stay granted by the Israeli
District Court in Tel Aviv on October 16, 2002.

The stay, which has the support of the Company's major banks and
majority of bondholders, is intended to allow the completion of
a detailed restructuring plan and its further submission to
bondholders and banks. The stay, which may be further extended,
will be in effect for the duration of the 30-day stay in Israel.

Gilat Chairman and CEO Yoel Gat said, "Our debt restructuring
process is moving forward as expected. It is important to
understand that these filings are merely technical requirements
to bring the plan to closure, and are not filings for
reorganization under Chapter 11. Gilat's operations are
continuing as normal throughout this process."

Gilat Satellite Networks Ltd., with its global subsidiaries
Spacenet Inc., and Gilat Latin America, is a leading provider of
telecommunications solutions based on Very Small Aperture
Terminal (VSAT) satellite network technology -- with nearly
400,000 VSATs shipped worldwide. Gilat markets the Skystar
Advantage, DialAw@y IP, FaraWay, Skystar 360E and SkyBlaster*
360 VSAT products in more than 70 countries around the world.
The Company provides satellite-based, end-to-end enterprise
networking and rural telephony solutions to customers across six
continents, and markets interactive broadband data services. The
Company is a joint venture partner in SATLYNX, a provider of
two-way satellite broadband services in Europe, with SES GLOBAL.
Skystar Advantage(R), Skystar 360(TM), DialAw@y IP(TM) and
FaraWay(TM) are trademarks or registered trademarks of Gilat
Satellite Networks Ltd., or its subsidiaries. Visit Gilat at
http://www.gilat.com (*SkyBlaster is marketed in the United
States by StarBand Communications Inc., under its own brand
name.)


GLOBAL CROSSING: Gets OK to Retain Innisfree as Balloting Agent
---------------------------------------------------------------
Global Crossing Ltd., and its debtor-affiliates, sought and
obtained the Delaware Bankruptcy Court's authority to employ and
retain Innisfree M&A Incorporated, nunc pro tunc to September 9,
2002, as balloting and tabulation agent in these Chapter 11
cases pursuant to Section 327(a) of the Bankruptcy Code.
Innisfree is highly familiar with the relevant procedures, and
has a specialty practice in bankruptcy solicitations involving
publicly held securities, which makes Innisfree uniquely
qualified to begin that undertaking.

As balloting and tabulation agent, Innisfree will:

-- advise the Debtors regarding all aspects of the solicitation
   of votes on the Plan, including timing issues, voting and
   tabulation procedures, and documents required for
   solicitation and voting;

-- review the voting portions of the disclosure statement and
   ballots, particularly as they may relate to beneficial owners
   holding securities in "Street name"; and

-- work with the Debtors to request appropriate information for
   all classes of public securities entitled to receive Plan
   documents.  This would include:

    * information on the registered record holders of preferred
      stock and common stock from the respective transfer agent,
      the trustee of the senior subordinated notes, as well as
      from The Depository Trust Company;

    * Distribute voting and non-voting documents to creditors
      and registered record holders of securities;

    * Coordinate the distribution of voting and non-voting
      documents to street name holders of public securities by
      forwarding the appropriate documents to the banks and
      brokerage firms holding the securities, who in turn, will
      forward them to the beneficial owners;

    * Distribute master ballots to the appropriate nominees so
      that firms may cast votes on behalf of beneficial owners
      of securities entitled to vote;

    * Prepare a certificate of service for filing with the
      Court;

    * Handle requests for solicitation documents from parties-
      in-interest, including brokerage firms, bank back-offices,
      and institutional holders;

    * Respond to telephone inquiries from creditors and equity
      security holders regarding the disclosure statement and
      the voting procedures;

    * Upon request, confirm receipt of solicitation documents by
      individual creditors and respond to any questions about
      the voting procedures;

    * Upon request, assist in the identification of the
      beneficial owners of the Debtors' securities;

    * Receive and examine all ballots and master ballots cast by
      bondholders.  Innisfree will date- and time-stamp the
      originals upon receipt;

    * Tabulate all ballots and master ballots received prior to
      the voting deadline in accordance with established
      procedures, and prepare a vote certification for filing
      with the Court; and

    * Undertake other duties the Debtors may request during the
      course of the assignment.

Innisfree Director Jane Sullivan assures the Court that the
services to be rendered by Innisfree will not duplicate the
services provided by BSI. BSI will continue to serve as the
Debtors' claims agent, and, with regard to the Plan and the
Disclosure Statement, will provide general noticing and
balloting to the Debtors' general unsecured and secured
creditors.  Innisfree, on the other hand, will assist the
Debtors in connection with the solicitation and tabulation of
votes on the Plan from classes of publicly held debt securities
and the distribution of documents with respect thereto.  In
addition, Innisfree will distribute notices of non-voting
status, to the Debtors' equity security holders and those debt
security holders not entitled to vote.

The Debtors propose to compensate Innisfree pursuant to these
terms:

-- A $25,000 project fee plus $3,500 for each issue of public
   securities entitled to vote or $2,000 for each issue of
   public securities not entitled to vote but entitled to
   receive solicitation documents.  These fees include the
   services provided to coordinate with all brokerage firms,
   banks, institutions and other interested parties, including
   the distribution of voting materials, assuming one
   distribution of materials, which will be directed to the
   firms' proxy departments, and no extensions of the voting
   deadline;

-- Charges attendant to distributions of solicitation materials
   to all other creditors and equity holders are reflected in
   the $25,000 project fee and the estimated labor charges;

-- Estimated labor charges at $1.75-$2.25 per package, depending
   on the complexity of the mailing.  The charge indicated
   assumes a package that would include the disclosure
   statement, a ballot, a return envelope, and one other
   document, and assumes that a window envelope will be used for
   the mailing, and will therefore not require a matched
   mailing;

-- A $4,000 minimum charge for up to 500 telephone calls from
   security holders and other creditors within a 30-day
   solicitation period.  If more than 500 calls are received
   within the period, those additional calls will be charged at
   $8 per call.  Any calls to security holders or other
   creditors will be charged at $8 per call;

-- A charge of $100 per hour for the tabulation of ballots and
   master ballots, plus set-up charges of $1,000 for each
   tabulation element.  Standard hourly rates will apply for any
   time spent by senior executives reviewing and certifying the
   tabulation and dealing with special issues that may develop;

-- Consulting hours will be billed at Innisfree's standard
   hourly rates or at the standard hourly rates for other
   professionals that may work on the case.  Consulting services
   by Innisfree would include:

    * the review and development of materials, including the
      disclosure statement, plan, ballots, and master ballots;

    * participation in telephone conferences, strategy meetings
      or the development of strategy relative to the project;

    * efforts related to special balloting procedures, including
      issues that may arise during the balloting or tabulation
      process;

    * computer programming or other project-related data
      processing services;

    * visits to cities outside of New York for client meetings
      or legal or other matters;

    * efforts related to the preparation of testimony and
      attendance at Court hearings; and

    * the preparation of affidavits, certifications, fee
      applications, invoices, and reports.

   The hourly rates of Innisfree's professionals currently are:

         Co-Chairman                $375
         Managing Director           350
         Practice Director           275
         Director                    250
         Account Executive           225
         Staff Assistant             150

-- Out-of-Pocket Expenses: All out-of-pocket expenses relating
   to any work undertaken by Innisfree will be charged
   separately, and will include travel costs, postage,
   messengers and couriers, expenses incurred by Innisfree in
   obtaining or converting depository participant, creditor,
   shareholder and NOBO listings; and appropriate charges for
   supplies, in-house photocopying, and telephone usage; and

-- To the extent requested by the Debtors, notice mailings to
   beneficial holders of debt securities held in Street name to
   be charged at a $10,000 fee and additional $2,500 for
   notice mailings to Street name holders of equity securities.
   Notice mailings to other parties-in-interest, including
   registered holders of securities at $0.50-$0.65 per holder,
   plus postage, assuming that labels and electronic data for
   these holders would be provided by the trustee, transfer
   agent, or the claims agent, as appropriate.

The Debtors obtained the Court's authority to pay Innisfree's
fees and expenses without the necessity of Innisfree filing a
formal fee application. (Global Crossing Bankruptcy News, Issue
No. 25; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GS MORTGAGE: Fitch Affirms Ratings on 2 Classes of 1998-GL Notes
----------------------------------------------------------------
GS Mortgage Securities Corporation II's commercial mortgage
pass-through certificates, series 1998-GL II, $153.5 million
class A-1, $694.3 million class A-2 and interest only class X
certificates are affirmed at 'AAA' by Fitch Ratings. In
addition, Fitch affirms $91.6 million class B at 'AA', $84.5
million class C at 'A', $98.6 million class D at 'BBB', $70.5
million class E at 'BBB-', $63.4 million class F at 'BB' and
$28.2 million class G at 'B'. The affirmations follow Fitch's
annual review of the transaction which closed in May 1998.

The affirmations reflect the overall stable performance of the
pool and the moderate certificate balance reduction since
closing. As part of its review, Fitch analyzed the performance
of each loan and the underlying collateral. The debt service
coverage ratios (DSCR) noted below are calculated using cash
flow defined as servicer-provided net operating income (NOI)
less required reserves, and debt service payments based on the
original balance and Fitch's stressed refinance constant. The
pool's weighted average DSCR as of the trailing twelve months
(TTM) ending June 30, 2002 has decreased slightly to 1.63 times
from 1.68x as of TTM June 30, 2001 and 1.68x at issuance.

The certificates are collaterallized by ten mortgage loans on
241 properties. The properties consist of 57 cold storage
facilities (29% by principal balance), 176 limited service
hotels (26%), three retail properties (26%), four office
buildings (12%), and one full service hotel (7%). As of the
October 2002 distribution date, the pool's principal balance has
declined 9% to $1.28 billion from $1.41 billion at closing.

The high concentration of the cold storage property type is
mitigated by the stable performance of the geographically
diversified cold storage assets in these two pools. The URS
(18%) cold storage loan's TTM June 30, 2002 DSCR declined
slightly to 1.83x from 1.90x as of TTM June 30, 2001 and 1.94x
at issuance. The Americold loan (11%), of which 50%
participation interest is in 1998-GL II, showed decreased
performance during the most recent TTM period. The TTM June 30,
2002 DSCR for the cold storage facilities declined to 1.66x from
1.96x as of TTM June 30, 2001, but remained slightly above 1.64x
at issuance. The properties are generally in good condition
according to the 2002 site inspections.

The Tharaldson Pools A and B represent a combined 26% of the
pool's principal balance, and are secured by 86 and 90 limited
service hotels, respectively. The TTM June 30, 2002 DSCR for
Pool A has increased to 1.84x from 1.81x as of TTM June 30,
2001, but is still below 1.90x at issuance. The TTM June 30,
2002 DSCR for Pool B is 1.78x, up from 1.69x as of TTM June 30,
2001 but still below 1.91x at issuance. Pool A's year-to-date
(YTD) June 30, 2002 revenue per available room (RevPAR) is
unchanged from 2001 levels. Pool B's YTD June 30, 2002 RevPAR is
down slightly from 2001 levels.

The Green Acres loan (12%), secured by a regional mall in Valley
Stream, NY, is performing well as of the TTM June 30, 2002
period, with a DSCR of 1.70x compared to 1.53x as of TTM June
30, 2001 and 1.45x at issuance. The Sterns anchor vacated in
August 2001, but is still paying as agreed. The lease is
guaranteed by Sterns through its expiration in January 2007. The
former Kmart space is being marketed for lease. Macy's 2001
sales were significantly above 2000 figures. JC Penney reported
2001 sales flat to 2000. In-line sales per square foot for 2001
were flat to 2000. The property was inspected in December 2001
and was found to be in good condition; there is minimal
scheduled lease rollover in 2003.

The TTM June 30, 2002 DSCR for Pier 39 (9%), a retail property
in San Francisco, California, declined to 1.09x from 1.27x as of
TTM June 30, 2001 and 1.30x at issuance. The retail complex is
95% occupied as of TTM June 30, 2002. Tenant sales per sq. ft.
for 2001 are down 13% from 2000, but still 7% above 1999 levels.

The Marriott Desert Springs loan (7%) TTM June 30, 2002 DSCR has
declined to 1.70x from 2.14x as of TTM June 30, 2001 and 1.93x
at issuance. There were extensive room renovations in the summer
of 2001, which put 180 rooms off-line from June to mid-October.
The events of September 11th reduced occupancy to 36% in
September 2001 and caused a 22% decline in 2001 fourth quarter
hotel sales from fourth quarter 2000. On a positive note, YTD
9/6/02 RevPAR is up 5% from the same period in 2001.

The Las Vegas Showcase (6%) retail loan's TTM June 30, 2002 DSCR
increased to 1.44x from 1.27x as of TTM June 30, 2001 and 1.36x
at issuance. The average sales per sq. ft. for the major tenants
as of year end (YE) 2001 were up 11% from historical figures.
The property is currently 81% occupied, with the Boxing Hall of
Fame space (36,172 sq. ft.) dark, as the tenant never took
occupancy in September 2001. The borrower is currently pursuing
a $4.6 million lease guarantee for the Boxing Hall of Fame. The
property was in excellent condition with no deferred maintenance
at the March 2002 site inspection.

The Crystal City Office pool (6%) exhibited stable performance
with a TTM June 30, 2002 DSCR of 1.53x, which is unchanged from
TTM June 30, 2001 and issuance. As of September 2002, the three
properties are 95% occupied on average. All three buildings are
in good condition per the May 2002 site inspections.

The One Commerce Square loan (6%), secure by an office property
in Philadelphia, PA, is performing slightly below issuance
levels. The TTM June 30, 2002 DSCR is 1.15x compared to 1.14x as
of TTM June 30, 2001 and 1.19x at issuance. The property's
occupancy remains high at 99% as of June 30, 2002, compared to
99% at YE 2001. In September 2002, the IBM lease covering
504,000 sq. ft. of space expired. The majority of the space has
since been leased, including portions that had been subleased
and were converted to direct leases. Only 10% of the IBM space
remains to be leased.

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


HARBISON-WALKER: Stay Protecting Halliburton is Extended
--------------------------------------------------------
Halliburton (NYSE: HAL) has reached agreement with Harbison-
Walker Refractories Company and the Official Committee of
Asbestos Creditors in the Harbison-Walker bankruptcy to
consensually extend the period of the stay contained in the
Bankruptcy Court's temporary restraining order until
December 11, 2002. The Court's temporary restraining order,
which was originally entered on February 14, 2002, stays more
than 200,000 pending asbestos claims against Halliburton's
subsidiary Dresser Industries, Inc.

Halliburton, founded in 1919, is one of the world's largest
providers of products and services to the petroleum and energy
industries.  The company serves its customers with a broad range
of products and services through its Energy Services Group and
Engineering and Construction Group business segments.  The
company's World Wide Web site can be accessed at
http://www.halliburton.com


HELIX BIOMEDIX: Signs Peptide Technology Agreement with Nu Skin
---------------------------------------------------------------
Helix BioMedix, Inc., (OTC Bulletin Board: HXBM) an early-stage
biotechnology company, has entered into a developmental
agreement with Nu Skin International, Inc., to explore the use
of a Helix BioMedix peptide in a new acne treatment product.

Under the terms of the agreement, Helix BioMedix will receive a
technology access fee and royalties that are based on the
performance of the peptide.  In addition, the companies have
agreed to explore opportunities for a broader licensing
agreement.

R. Stephen Beatty, Helix BioMedix President and CEO commented,
"For several years, we have been working on anti-acne and anti-
aging applications using our extensive library, covering more
than 100,000 unique bioactive peptides.  We are very pleased at
the opportunity to work with a major global marketing company
such as Nu Skin. Nu Skin's decision to work with our peptide in
the development of their anti-acne product and to collaborate
with us in the future is a significant milestone for Helix
BioMedix."

Lori Bush, president of Nu Skin's Personal Care business,
stated, "The hundreds of thousands of independent distributors
around the world that comprise Nu Skin's sales force embrace
innovation. We're committed to bringing them the kind of
advancements in skin care technology that we believe Helix
BioMedix can provide."

Helix BioMedix, Inc., is an early-stage biotechnology company
whose mission is to become the industry leader in developing and
commercializing bioactive peptides (small proteins). The
exceptional antimicrobial and wound healing properties of these
peptides qualify them for inclusion in a wide range of both
pharmaceutical and consumer products. The Company is currently
focused on the development of selected peptides as
pharmaceutical agents for use in treating cystic fibrosis,
sexually-transmitted diseases, and in wound healing. Non-
pharmaceutical applications being pursued by Helix BioMedix
include adjuvants for cosmetics/cosmeceuticals and wide-spectrum
biocides. Located in Bothell, Washington, Helix BioMedix is a
product development company organized to derive revenue from
licensing its peptide-based technology to partners with sales,
marketing, and/or manufacturing expertise. More information
about the company and its proprietary peptides can be found on
the company's Web site at http://www.helixbiomedix.com

Helix BioMedix, Inc.'s June 30, 2002 balance sheets show a
working capital deficit of about $2.7 million, and a total
shareholders' equity deficit of about $1.8 million.

Nu Skin International, Inc., is a subsidiary of Nu Skin
Enterprises, Inc. a global direct selling company operating in
more than 30 markets throughout Asia, the Americas and Europe.
The company markets premium quality personal care products under
the Nu Skin(R) brand, science-based nutritional supplements
under the Pharmanex(R) brand, and technology and
telecommunications products and services under the Big Planet(R)
brand.


HIGHWOODS PROPERTIES: Funds from Operations Slide-Down to $51.5M
----------------------------------------------------------------
Highwoods Properties, Inc. (NYSE: HIW), a real estate investment
trust whose preferred share rating is affirmed by Standard &
Poor's at BB+, reported that for the quarter ended
September 30, 2002, funds from operations before minority
interest, before non-recurring compensation expense and non-
recurring litigation reserves, totaled $51.5 million.  This
compares to FFO of $58.6 million during the quarter ended
September 30, 2001.  FFO including the non-recurring
compensation expense and litigation reserves totaled $45.1
million for the quarter-ended September 30, 2002.

Non-recurring compensation expense totaled $3.7 million and non-
recurring litigation reserves totaled $2.7 million for the 2002
third quarter.

For the nine months ended September 30, 2002, FFO before non-
recurring compensation expense and non-recurring litigation
reserves totaled $161.9 million compared to $179.5 million, for
the same period last year.  FFO including the non- recurring
compensation expense and litigation reserves totaled $155.5
million for the nine months ended September 30, 2002.

Third Quarter Highlights

     * Highwoods' cash available for distribution for the 2002
third quarter was $39.3 million versus $45.7 million for the
quarter ended September 30, 2001.  The Company's CAD for the
nine month period ended September 30, 2002 totaled $133.4
million versus $142.5 million for the comparable period in 2001.

     * Highwoods' Board of Directors declared a $0.585 per share
quarterly dividend.  For the quarter, dividends paid represented
90.2 percent of CAD.  For the nine months ended September 30,
2002, dividends paid represented 79.9 percent of CAD.

     * Leasing activity in Highwoods' office, industrial and
retail portfolio during the 2002 third quarter totaled 1.5
million square feet at an average first-year cash rental rate of
9.3 percent lower than the average final rental rate under the
previous leases.  On a straight-line basis, rents for new leases
increased 1.8 percent over the straight-line rents for expiring
leases.

     * Highwoods' 38.0 million-square foot in-service portfolio
was 86.7 percent leased at September 30, 2002 versus 92.7
percent leased as of September 30, 2001.  At June 30, 2002,
Highwoods' in-service portfolio was 86.2 percent leased.

     * Cash basis same property net operating income decreased
6.2 percent over the same period during the 2002 third quarter.
Same property average occupancy decreased to 86.8 percent at
September 30, 2002 from 92.5 percent for the quarter ended
September 30, 2001. Cash basis same property NOI totaled $227.8
million for the nine months ended September 30, 2002, compared
with $237.3 million in the nine months ended September 30, 2001.

Ronald P. Gibson, president and chief executive officer of
Highwoods said, "It has been a challenging year for the entire
sector and, as anticipated, the difficult real estate operating
environment continued into the third quarter of 2002.  We
continue to feel the effects of a challenging economy, as our
results were restricted by increased year-over-year vacancy
rates throughout our core markets and higher than expected
property costs.

"While our long-term goal is to deliver maximum profitability
and FFO growth, given the challenging business environment, our
near-term objective is focused on prudently managing our
business and preserving and securing occupancy through
aggressive leasing efforts.  We are highly committed to
preserving the safety of our dividend while maintaining
financial flexibility and a strong balance sheet.

"The results of this disciplined focus can be seen in our strong
leasing efforts during the third quarter, where we executed 1.5
million square feet of leases.  On the capital recycling front,
we were able to utilize proceeds from these transactions to
reduce debt this quarter by $49.0 million.  Regarding
developments, we continue to limit new development starts and
did not commence any new projects during the quarter.  Looking
ahead, we will only engage in build-to-suit opportunities with
significant pre-lease commitments."

                       Financial Results

Rental revenues for the 2002 third quarter were $117.4 million,
compared with rental revenues of $119.5 million for the same
period last year.  Same property revenues were $110.1 million
for the quarter ended September 30, 2002 versus $114.3 million
for the quarter ended September 30, 2001.  Rental revenues for
the nine months ended September 30, 2002 were $351.0 million,
compared to rental revenues of $361.7 million for the same
period last year. Same-property revenues were $333.1 million for
the nine months ended September 30, 2002 versus $342.6 million
for the nine months ended September 30, 2001.

The Company recorded a non-recurring compensation charge of $3.7
million ($3.3 million net of minority interest) during the third
quarter of 2002 related to the exercise of options that occurred
during the first and second quarters of 2002.  When an
optionholder elected to exercise options, in lieu of issuing new
shares upon exercise of the option and then repurchasing shares
on the open market, the Company settled the option exercise by
paying the optionholder the net difference in cash between the
strike price and the market value of the underlying shares.
Such exercises were previously recorded as adjustments to
stockholders' equity.  However, the effect of such exercises
should have been recorded as compensation expense under FASB
Interpretation No. 44 (Accounting For Certain Transactions
Involving Stock Options, An Interpretation of APB Opinion No.
25).  Had the Company issued the shares to the optionholder,
received the cash for the strike price and then repurchased the
shares in the market, we would not have been required to record
compensation expense.

Commencing during the third quarter of 2002, Highwoods has
discontinued the practice of settling option exercises by paying
the option holder the net difference in cash between the strike
price and the market value of the underlying shares.  In the
event we decide to repurchase shares after an option exercise,
we will require the option holder to pay the cash for the strike
price and then separately repurchase a corresponding number of
shares in the market under our stock repurchase program.

Also, during the third quarter of 2002, the Company recorded
$2.7 million ($2.4 million net of minority interest) of
additional gain that resulted from the sale of a building during
the second quarter of 2002 that had not been entirely recorded
during that period due to an error in the consolidation process.
The additional gain is not included in the calculation of FFO.

Management believes the net effect of the items described above
had no material effect on net income for the first six months of
2002, which would have been $900,000, or 1.6 percent lower than
previously reported.

The Company is a party to various legal proceedings arising from
the ordinary course of business and from previously completed
mergers and acquisitions.  During the quarter ended September
30, 2002, the Company recorded a non-recurring charge of $2.7
million ($2.4 million net of minority interest) as it increased
its reserves to cover the probable and estimated losses from the
various proceedings.

Net income available for common shareholders totaled $6.2
million for the quarter ended September 30, 2002.  Exclusive of
the non-recurring compensation expense, litigation reserve and
the gain on sale described above, net income available for
common shareholders would have totaled $9.9 million for the
quarter ended September 30, 2002 compared to $26.3 million for
the same period last year.  For the nine months ended September
30, 2002, net income available for common shareholders totaled
$46.3 million.  Exclusive of the non-recurring compensation
expense and litigation reserve, net income available for common
shareholders would have totaled $52.7 million for the nine
months ended September 30, 2002 compared to $84.7 million for
the same period last year.

During the third quarter, the Company sold Harborview Plaza, a
205,000 square foot office property located in Tampa to a newly-
formed joint venture for $38.5 million.  Highwoods retained a 20
percent equity interest in the venture.

The Company currently has assets under letter of intent,
contract for sale or held for sale totaling $161.5 million.
These transactions are subject to customary closing conditions
including due diligence and documentation.

                        Share Repurchase

Since commencement of its initial share repurchase program in
December 1999, Highwoods has repurchased 11,406,940 shares of
common stock and Highwoods Realty Limited Partnership common
partnership units at a weighted- average price of $24.24 per
share/unit for a total purchase price of $276.5 million.  No
shares or units were purchased during the quarter ended
September 30, 2002.  The Company has 3,593,060 shares/units
remaining under its currently authorized additional 5 million
share/unit repurchase program.

               WorldCom and US Airways Bankruptcies

Highwoods currently has 13 leases encompassing 982,921 square
feet in eight locations with WorldCom and its affiliates,
including four leases encompassing 828,467 square feet in four
locations with Intermedia Communications, with an average
remaining lease term of 7.8 years. Approximately 185,000 square
feet of the space leased by Intermedia has not yet been upfitted
or occupied and Highwoods estimates that a substantial portion
of the remaining Intermedia space currently appears to be under-
utilized.

Based on September 2002 rental revenue, the Company's annualized
rental revenue from these leases is $17.4 million, or
approximately 3.7 percent of Highwoods' total annualized rental
revenue.  WorldCom and its affiliates are current on all base
rental payments through November 30, 2002.  As previously
disclosed, since June 30, 2002, Highwoods has recorded rental
revenue received from WorldCom on a cash basis, rather than on a
straight-line basis.

Highwoods also currently has seven leases encompassing 414,059
square feet with US Airways and its affiliates, all located in
Winston-Salem, North Carolina, with an average remaining lease
term of 5.1 years as of September 30, 2002.  Approximately
55,000 square feet of space is currently being sub- leased by US
Airways to a third party and Highwoods estimates that the
balance of the space is approximately 75 percent utilized by US
Airways as a reservation call center and for revenue accounting
and information technology functions.  Based on September 2002
rental revenue, the Company's annualized rental revenue from
these leases is $6.9 million, or approximately 1.5 percent of
our total annualized rental revenue.  US Airways is current on
all base rental payments through November 30, 2002, except for
pre-petition rent in the amount of $185,428 from August 1, 2002
up to the date of the US Airways' bankruptcy filing, which was
August 11, 2002.  The Company has an accrued straight-line rent
receivable from US Airways in the amount of $500,508 as of
September 30, 2002.

                              Outlook

The Company is currently estimating FFO to be $0.82 to $0.84 per
share for the quarter ending December 31, 2002.

The estimates for the fourth quarter of 2002 assume the
continued payment of rent by WorldCom and its affiliates and US
Airways through November 30, 2002 and the recognition of such
revenues from WorldCom and its affiliates on a cash basis.

For the year ending December 31, 2003, Highwoods is currently
estimating FFO to be $3.20 to $3.30 per share.

The estimates for the year ended December 31, 2003 assume an
average occupancy of 86 percent to 87 percent on the portfolio,
excluding the properties currently leased and occupied by
WorldCom and US Airways, and assumes reductions in FFO of $0.30
for the loss of net operating income that would result from the
rejection of 1.0 million square feet of WorldCom and US Airways
leases.  As of the date hereof, neither WorldCom nor US Airways
has informed the Company whether or not it intends to assume or
reject any of our leases.

Highwoods Properties, Inc., is a fully integrated, self-
administered real estate investment trust that provides leasing,
management, development, construction and other customer-related
services for its properties and for third parties.  The Company
currently owns or has an interest in 589 office, industrial,
retail and service center properties encompassing approximately
46.9 million square feet, including 9 development projects
encompassing approximately 1.1 million square feet.  Highwoods
also owns approximately 1,250 acres of development land.
Highwoods is based in Raleigh, North Carolina, and its
properties and development land are located in Florida, Georgia,
Iowa, Kansas, Missouri, North Carolina, South Carolina,
Tennessee and Virginia.  For more information about Highwoods
Properties, please visit its Web site at
http://www.highwoods.com


HORSEHEAD INDUSTRIES: Asks to Continue Brewer Worten Engagement
---------------------------------------------------------------
Horsehead Industries, Inc., and its debtor-affiliates, ask for
the U.S. Bankruptcy Court for the Southern District of New York
for its stamp of approval permitting the Company's continued
retention of Brewer, Worten, Robinett as special litigation
counsel.  The Debtors desire to bring-in Brewer Worten in
connection with pending litigation captioned Horsehead
Industries, Inc. d/b/a Zinc Corporation of America v. Tetra
Tech, Inc., Case No. CJ-99-666 in the Washington County District
Court, in the State of Oklahoma.

The Debtors tell the Court that Brewer Worten has represented
Debtors prepetition in this litigation as local counsel and is
familiar with the procedural history and issues in this
particular proceeding.  The Debtors also seek to retain Ryan &
Whaley, P.C. as lead trial counsel in the Washington County
environmental suit.  The Debtors assure the Court that the
services of the two firms will not be duplicative with each
other.

Bruce W. Robinett, Esq., is the principal attorney at Brewer
Worten designated to represent the Debtors.  His current hourly
rate is $190 per hour.

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


IBS INTERACTIVE: Converts Note Issued to Laurus into Shares
-----------------------------------------------------------
IBS Interactive d/b/a Digital Fusion is offering 1,026,153
shares of its common stock underlying an interest bearing
Convertible Note and a common stock Purchase Warrant.  The
Company's prospectus relates to the public offering, which is
not being underwritten, of the 1,026,153 shares of common stock,
par value $.01 per share, of which 951,153 shares are being
registered for issuance upon conversion of a Convertible Note
and the remaining 75,000 shares are being registered for
issuance upon exercise of a common stock Purchase Warrant. The
Convertible Note and Warrant were issued to Laurus Master Fund,
Ltd, a Cayman Islands company, on July 26, 2002 pursuant to an
exemption from the registration requirements of the Securities
Act of 1933, as amended, provided under its section 4(2).
Digital Fusion is registering the shares of common stock
underlying the Convertible Note and Warrant pursuant to certain
registration rights granted to Laurus Master Fund, Ltd.

Digital Fusion's common stock is traded under the symbol "DIGF"
on the NASDAQ SmallCap Market.

                         *   *   *

As previously reported, IBS Interactive incurred losses of
$11,412,000 and $18,062,000 in 2001 and 2000, respectively and
cash flow deficiencies from operations of $513,000 and
$6,837,000 in 2001 and 2000, respectively. The losses and cash
flow deficiencies in 2000 and prior years caused the Company to
receive an unqualified opinion with an explanatory paragraph for
a going concern in its December 31, 2000 consolidated financial
statements.  During late 2000 and early 2001, the Company
restructured its operations.  This included selling or shutting
down unprofitable business units/division, streamlining its
continuing business units and settling its debts associated
with business units/division that were shut down or sold.


IMARK CORPORATION: Receives Conditional OK to Re-Price Warrants
---------------------------------------------------------------
Imark Corporation (TSX:IAK) received conditional approval from
the Toronto Stock Exchange (TSX) to re-price certain warrants
held by persons acting at arm's length to the Corporation.

Specifically, Imark has received conditional approval to re-
price 461,544 warrants having an exercise price of $1.20 per
share and 1,475,000 warrants having an exercise price of $0.45
per share to a revised exercise price of $0.22 (being the 10-day
weighted average closing price of Imark's shares immediately
preceding this press release).

It is a condition of TSX approval that if the re-priced warrants
are not exercised on or prior to November 30, 2002 (the
"Exercise Deadline") such warrants will revert back to their
former exercise prices (either $0.45 or $1.20 per share).

As consideration for the exercise of the re-priced warrants
prior to the Exercise Deadline, each warrant-holder exercising
their warrants prior to the Exercise Deadline will receive, on a
one-for-one basis, a new warrant allowing such investor to
subscribe for an additional common share for a two year period
at an exercise price of $0.25 (being the closing price of
Imark's shares on the last trading day immediately preceding
this press release).

Imark Corporation (TSX:IAK), through its wholly-owned subsidiary
LinCsat Communications Inc., provides two-way, high-speed
internet service by satellite to residential, business and
government customers in Canada. For more information on our
products and services visit our Web site
http://www.imarkcorp.comand http://www.lincsat.com.

                    *   *   *

On October 15, 2002, the Troubled Company reported that TSX is
reviewing iMark's common shares with respect to the company's
continued listing compliance. iMark has been granted 120-days in
which to regain compliance with these requirements, pursuant to
the Remedial Review Process.

At December 31, 2001, after exiting its audio book and
children's entertainment businesses, iMark's balance sheet shows
current liabilities exceeding current assets by ten times and
total liabilities exceeding total assets by $3.2 million.


INTERLEUKIN GENETICS: Sept 30 Balance Sheet Upside-Down by $308K
----------------------------------------------------------------
Interleukin Genetics, Inc., (NASDAQ: ILGN) reported financial
results for the quarter ended September 30, 2002. For the
quarter, the company reported a net loss of $1,364,000 as
compared to a net loss of $1,136,000 for the same period last
year.

Revenues for the quarter were $80,000 compared to $25,000 in the
third quarter of 2001. The increase in revenue was entirely due
to the amortized revenue associated with an option fee that was
received from a major Consumer Products company during the
period. Excluding this fee, revenue decreased 67% in comparison
to the same period last year. This decrease was the result of a
decline in the number of PST tests processed and a change in our
distribution of the product. The change in distribution has
resulted in a reduction in revenue per test but improved gross
margin percentage per test.

Research and development expense increased to $717,000 during
the three months ended September 30, 2002 from $635,000 for the
same quarter in 2001 primarily as the result of an increase in
personnel costs associated with an increased number of ongoing
clinical projects and with staffing of our new functional
genomics research laboratory. Selling, general and
administrative expenses increased approximately 16% to $653,000
for the quarter from $565,000 during the same period last year.
The increase was primarily the result of an increase in legal
fees related to our efforts to obtain additional financing.

As of September 30, 2002, the company reported cash and cash
equivalents of $508,000 as compared with $3,923,000 at December
31, 2001. Subsequent to September 30, 2002, the company entered
into an interim financing agreement with Pyxis Innovations, Inc.
to provide debt financing of up to $1.5 million. The financing
is to be in the form of three $500,000 promissory notes, the
first of which was issued on October 23, 2002. We expect to
issue the second note on November 15, 2002. The third note will
only be issued at the option of Pyxis on December 16, 2002.
These notes will mature on December 31, 2003 and accrue interest
at a rate of 15%. The company believes its current cash
resources, together with cash to be received subsequent to the
end of the quarter from the sale of term promissory notes is
sufficient to fund operations through January 2003 if Pyxis
elects to purchase the third $500,000 promissory note and
December 2002 if they do not.

At September 30, 2002, the Company's balance sheets show a total
shareholders' equity deficit of about $308,735.

For the nine months ended September 30, 2002, the Company
reported revenues of $102,000 and net loss of $4,226,000
compared to revenues of $184,000 and net loss of $3,422,000 for
the same period last year.

Interleukin Genetics is a biotechnology company focused on
inflammation. The company uses functional genomics to develop
diagnostic, therapeutic and nutraceutical products based on the
genetic variations in people to help prevent or treat diseases
of inflammation. Interleukin's TARxGET (Translating Advanced
Research in Genomics into more Effective Therapeutics) programs
focus on the areas of cardiovascular disease, rheumatoid
arthritis and osteoporosis and include the development of
nutrigenomic products, and tests to assess a person's risk for
heart disease and osteoporosis as well as a test to help doctors
and patients choose the best course of therapy for rheumatoid
arthritis. These products will result in prolonged wellness,
improve patient care, and may lead to better allocation of
healthcare resources. In addition to its research partnerships
with numerous academic centers in the U.S. and Europe,
Interleukin's corporate collaborators include the leading
healthcare organizations, Kaiser Permanente and UnitedHealth
Group. For more information about Interleukin and its ongoing
programs, please visit http://www.ilgenetics.com


JP MORGAN: Fitch Affirms 6 Series 2001-CIBC2 Classes with Low-Bs
----------------------------------------------------------------
Fitch Ratings affirms J.P. Morgan Chase Commercial Mortgage
Securities Corp.'s pass-through certificates, series 2001-CIBC2,
$37.4 million class A-1, $138.8 million class A-2, $561.4
million class A-3, and interest-only classes X-1 and X-2 at
'AAA'. In addition, Fitch affirms the following classes: $38.5
million class B at 'AA'; $38.5 million class C at 'A'; $14.4
million class D at 'A-'; $28.9 million class E at 'BBB'; $12
million class F at 'BBB-'; $25.2 million class G at 'BB+'; $7.2
million class H at 'BB'; $7.2 million class J at 'BB-'; $12
million class K at 'B+'; $4.8 million class L at 'B'; and $4.8
million class M at 'B-'. The $18 million class NR is not rated
by Fitch. The rating affirmations follow Fitch's annual review
of the transaction, which closed in July 2001.

The certificates are collateralized by 142 fixed-rate mortgage
loans secured by 163 properties. Significant property type
concentrations include office (33%), retail (30%), and
multifamily (17%). The properties are located in 31 states and
Washington D.C., with significant concentrations in Texas (14%)
and California (13%). As of the October 2002 distribution date,
the pool's aggregate principal balance has been reduced by 1.3%
to $949.1 million from $961.7 million at issuance. Five loans
(3%) are currently on the watchlist and three loans (1%) are 30
days delinquent. There are currently no specially serviced loans
and there have been no losses to date.

Midland Loan Services (Midland), the master servicer, collected
year-end (YE) 2001 operating statements for 88% of the pool by
balance. The pool's weighted average debt service coverage ratio
(DSCR) has improved to 1.58 times as of YE 2001 from 1.37x at
issuance.

Fitch maintains an investment grade credit assessment on one
loan, Collin Creek Mall (7.7% of the pool). The Collin Creek
Mall loan is secured by a 1.1 million sf (332,055 sf in-line)
regional mall located in Plano, TX. Anchors for the mall include
Foley's, Dillard's, Sears, J.C. Penney and Mervyns and are not
part of the collateral. Fitch's stressed DSCR was calculated by
using Midland's reported net cash flow and a Fitch stressed
constant of 9.25%. DSCR for the loan has increased to 1.60x as
of YE 2001 from 1.47x at issuance.

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


KENTUCKY ELECTRIC: Charles Cheever Discloses 6.4% Equity Stake
--------------------------------------------------------------
Charles E. Cheever, III beneficially owns 261,750 shares of the
common stock of Kentucky Electric Steel, Inc., representing
approximately 6.4% of the outstanding shares of common stock of
the Company.  Mr. Cheever purchased the stock with his personal
funds, and holds sole voting and dispositive powers over the
stock.

                      *   *   *

As previously reported in the Troubled Company Reporter,
Kentucky Electric Steel entered into an agreement with the
holders of its 7.66% Senior Notes due November 1, 2005 to defer
the $1.5 million principal payment due under the notes from
November 1, 2002 to January 2, 2003. In addition, the Company
agreed with the lenders under its $18 million revolving line of
credit to increase the advance rates under the revolving credit
agreement. The amendment to the revolving credit agreement
provides that the borrowing base will be the sum of (a) 85% of
the Company's net outstanding eligible accounts receivable and
(b) the lesser of $14 million or the sum of 60% of the net
security value of eligible scrap and raw materials inventory,
50% of the net security value of eligible billet inventory, and
70% of the net security value of eligible finished goods
inventory.

Each of the agreements provides that on or before December 16,
2002, the Company must deliver a proposed agreement to the
noteholders and to the lenders under the revolving credit
facility regarding a restructuring of the Company's indebtedness
or other transaction that would enable the Company to repay the
notes and the revolver in full.

Kentucky Electric's quarter-by-quarter losses have caused
shareholder equity to erode to $12 million at June 29, 2002,
from $20 million a year earlier.


KMART: Seeks Authority to Use Estate Funds for New D&O Policies
---------------------------------------------------------------
In the ordinary course of business, Kmart Corporation and its
debtor-affiliates, like all major corporations, maintain
directors' and officers' liability insurance that provides
certain liability coverage with respect to the acts of the
members of the Debtors' boards of directors and their officers.

The Debtors' current coverage affords $200,000,000 of limits and
is provided by various insurance providers.  American
International Group, Inc., underwritten by National Union Fire
Insurance Company, is the obligor for the first $50,000,000 of
liability arising under the Debtors' current D&O policies.
Other insurers have obligations of up to $25,000,000 each at
various priority levels established in the D&O policies.

The present D&0 policies expired on November 2, 2002, in
accordance with their terms, unless extended by agreement of the
parties. Accordingly, the Debtors seek the Court's authority to
use the estate funds to procure new directors' and officer's
liability insurance policies.

Mark A. McDermott, Esq., at Skadden, Arps, Slate, Meagher &
Flom, informs the Court that the Debtors are currently in
negotiations with several insurance carriers for the final terms
of new D&O policies.  This may take some time.  Therefore,
pending the outcome of those discussions, the Debtors ask the
Court to allow a limited extension of the existing D&O liability
insurance policies.  Mr. McDermott explains that these
extensions are not uncommon.  Additionally, the Debtors propose
to pay certain amounts in exchange for the extension of the
policies.

The Debtors anticipate filing another motion requesting approval
of a new policy once they are finalized.  That motion will be
scheduled for the November 19, 2002 omnibus hearing.

Mr. McDermott relates that the Debtors' D&O policies are claims
made policies, meaning that such insurance covers only those
claims actually made during the policy periods.  Thus, Mr.
McDermott says, once the Debtors' current D&O policies expire,
no further claims can be made under the policies, regardless of
whether the claims arose during the policy terms, unless there
is an extension of the policy or reporting terms.

Mr. McDermott asserts that the continued participation of the
Debtors' current officers and directors remains critical to the
Debtors' normal business operations and successful
reorganization.  But without the assurance that future
litigation for actions taken on the Debtors' behalf will be
covered by D&O policies, Mr. McDermott points out that current
directors and officers may seek to avoid necessary decisions or,
worse, resign in order to avoid personal responsibility.

Because the acquisition and maintenance of D&O insurance is a
normal and customary part of every major corporation's business,
and has in fact been a part of the Debtors' ordinary course of
business for many decades, the Debtors believe that the
acquisition of new D&O policies may be undertaken without the
need to obtain an order from this Court pursuant to Section
363(b) of the Bankruptcy Code.  The Debtors have kept their
Statutory Committees closely apprized of the insurance
procurement process.

Nonetheless, the insurance carriers have advised the Debtors
that, regardless of whether acquisition of D&O policies is or is
not within the "ordinary course", the carriers will require the
entry of an order authorizing the Debtors to purchase new
policies.  The Debtors understand that this requirement is now
being imposed in the Chapter 11 cases of other corporate
debtors.

                       *     *     *

Judge Sonderby allows the Debtors to use the estate funds to the
extent necessary to obtain an extension of the current D&O
policies.

The hearing with respect to the approval new D&O policies will
be on November 19, 2002 at 11:00 a.m.  Judge Sonderby directs
the Debtors to circulate copies of a proposed order containing
the terms of the new D&O policies, no later than November 18,
2002, to:

(a) the U.S. Trustee

(b) the counsel for the Official Committee of Unsecured
    Creditors;

(c) the counsel for the Official Financial Institutions'
    Committee;

(d) the counsel for the Official Committee of Equity Holders;
    and

(e) any other party making a specific request. (Kmart Bankruptcy
    News, Issue No. 37; Bankruptcy Creditors' Service, Inc.,
    609/392-0900)


KNOLOGY INC: Completes Debt Workout Deal & $39MM New Financing
--------------------------------------------------------------
Knology, Inc., announced the completion of a successful debt
restructuring transaction and the closing of a $39 million
private placement transaction.

The debt restructuring transaction was completed by the exchange
of $444.1 million aggregate principal amount at maturity of
Senior Discount Notes of Knology's subsidiary, Knology
Broadband, Inc., for $193.5 million face amount of new 12%
Senior Notes due 2009 of Knology and shares of newly issued
Knology convertible preferred stock representing approximately
19.3% of the Company's outstanding shares of common stock, on an
as-converted basis, after giving effect to the restructuring
transaction.  In connection with the debt restructuring, certain
existing Knology stockholders invested $39 million to purchase
newly issued Knology convertible preferred stock.

Rodger Johnson, president and chief executive officer, stated,
"I am pleased that we were able to complete the reorganization
in a timely manner with no impact to our customers and
suppliers, as well as our employees.  The reduction in debt
service obligations coupled with the proceeds from the private
placement transaction significantly improves our balance sheet
and liquidity position.  The healthy financial condition of the
Company along with our successful operating performance,
positions Knology for continued growth in customer connections,
revenues and EBITDA."

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


KRYSTAL CO: Closes $10.7MM Sale of Hangar Operation in Tennessee
----------------------------------------------------------------
On October 17, 2002, The Krystal Company completed the
previously announced sale of substantially all of the assets of
its fixed based hangar operation located in Chattanooga,
Tennessee to Truman Arnold Companies for a sales price of
$10,786,000.

As of June 30, 2002, Krystal's balance sheet shows a working
capital deficit of about $14 million.


LAIDLAW: Retaining Strategic Decisions for Management Consulting
----------------------------------------------------------------
Laidlaw Inc., and its debtor-affiliates, seek the Court's
authority to employ Strategic Decisions Group as management
consultants for Laidlaw Transportation.

According to Garry M. Graber, Esq., at Hodgson Russ LLP,
Strategic Decisions Group is a world-class provider of strategy
and value-delivery consulting, with a client base consisting of
Fortune 500 companies and worldwide industry leaders.  Hence,
Strategic Decisions is well qualified to provide management
consulting services to Laidlaw Transportation, Inc.

As management consultants to Laidlaw Transportation, the Debtors
expect Strategic Decisions to increase the value of the
Greyhound business by developing strategies to:

-- optimize the value of the current Greyhound transportation
   system.  Strategic Decisions will develop an actionable
   strategy that captures additional value from the current
   Greyhound transportation system in the next 1 to 2 years.
   Strategic Decisions will focus on optimizing the network
   economics, cost structure and revenue/yield management from
   the current system;

-- generate additional value from breakthrough short-term
   strategies that pay off in 2 to 5 years.  This includes
   becoming:

   (a) the end-to-end solution provider for low cost
       transportation;

   (b) the broad services provider to key, target market
       segments (e.g. Hispanics, seniors, students);

   (c) a key player in integrated multi-modal systems; and

-- define a long-term direction that positions Greyhound for
   ongoing success in the passenger transport industry.

In consideration for its services, the Debtors propose to pay
Strategic Decisions professional fees at:

   (i) $168,000 monthly; and

  (ii) $20,000 for proprietary information purchases and
       limited time from specific experts.

The Debtors will also reimburse Strategic Decisions for travel
and other reasonable out-of-pocket expenses, due upon receipt of
invoice.

Strategic Decisions Chairman, Carl Spetzler, assures the Court
that the firm does not have any connection with the Debtors,
their creditors or any other party-in-interest or their
respective attorneys or accountants.  Strategic Decisions is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.  It does not represent or hold an
interest adverse to the Debtors' estates.  However, Mr. Spetzler
discloses that Strategic Decisions has consulted with these
entities on matters wholly unrelated to the Debtors' Chapter 11
cases:

   (a) Debtors' DIP financier: General Electric Capital Corp.

   (b) Debtors' Creditors: Union Pacific Corp.

From time to time, Strategic Decisions may have provided
services, and will likely continue to provide services, to
certain other creditors-in-interest in matters unrelated to the
Debtors' Chapter 11 cases.  Nevertheless, Mr. Spetzler promises
that upon discovery of additional information, a prompt
supplemental disclosure will be filed. (Laidlaw Bankruptcy News,
Issue No. 26; Bankruptcy Creditors' Service, Inc., 609/392-0900)


LEVEL 8: Proposes Reverse Stock Split to Maintain Nasdaq Listing
----------------------------------------------------------------
Level 8 Systems, Inc. (Nasdaq: LVEL), announced that its
Board of Directors has unanimously approved and recommended to
stockholders a proposal that would give the Board of Directors
authority, at its discretion, to effect a reverse split of the
Company's common stock, par value $.001 per share (the "Common
Stock"), at any whole number ratio between 1-for-8 and 1-for-15
and to reduce the number of authorized shares of capital stock
of the Company from 50 million to 25 million, consisting of 20
million shares of authorized Common Stock and 5 million shares
of authorized Preferred Stock regardless of the ratio chosen for
the reverse stock split. The Company's stockholders will be
asked to approve the proposed amendments to the Company's
Certificate of Incorporation to effect the reverse stock split
and to reduce the authorized capital stock of the Company at the
Annual Meeting of Stockholders scheduled for December 20, 2002.

Following stockholder approval, the Board of Directors will
effect the reverse stock split, at its discretion, by selecting
one of the whole number ratios between 1-for-8 and 1-for-15 and
filing an amendment to the Company's Certificate of
Incorporation with the State of Delaware. The Board of Directors
has set November 20, 2002 as the record date for determination
of the stockholders entitled to vote at the Annual Meeting of
Stockholders.

Because the reduction in authorized Common Stock is at a smaller
ratio (one-for-two) than any of the proposed stock split ratios,
the Company will have the ability to issue additional shares of
Common Stock in future financings and be able to satisfy an
obligation to issue warrants to certain of its existing holders
of Preferred Stock. Accordingly, one of the purposes and effects
of the reverse stock split is to increase the number of
authorized shares of Common Stock available for issuance. The
number of shares of Preferred Stock available for issuance will
decrease because the outstanding shares of Preferred Stock of
the Company will not be split, although the shares of Common
Stock issuable upon the conversion of the Preferred Stock will
be adjusted to reflect the reverse stock split of the Common
Stock.

Furthermore, the Company's Common Stock is currently listed on
the Nasdaq National Market and the Company is attempting to
transfer to the Nasdaq SmallCap Market. The continued listing
criteria of the Nasdaq National and SmallCap Markets require,
among other things, that the Company's Common Stock maintain a
closing bid price in excess of $1.00 per share. Currently, the
Company's Common Stock is trading at a bid price below $1.00 per
share, and, to comply with the minimum bid requirement of the
Nasdaq National or SmallCap Markets, the Company must attain a
closing bid price in excess of $1.00 per share. Accordingly, the
other purpose of the reverse stock split is to increase the
average trading price of the Company's Common Stock on the
Nasdaq National Market, or the Nasdaq SmallCap Market, if the
Company then trades on such market, in order to regain
compliance with the minimum bid requirement of the Nasdaq
Markets.

        Additional Information and Where to Find It

Level 8 will file a preliminary proxy statement regarding the
reverse stock split proposal and other proposals for its Annual
Meeting of Stockholders, and it intends to mail a definitive
proxy statement to its stockholders regarding such proposals.
Investors and stockholders are urged to read the definitive
proxy statement when it becomes available because it will
contain important information about the Company and the reverse
stock split proposal. Investors and stockholders may obtain a
free copy of the definitive proxy statement (when it is
available) and all of Level 8's annual, quarterly and special
reports at the SEC's web site at http://www.sec.gov. A free
copy of the definitive proxy statement, when filed, and all of
Level 8's annual, quarterly and special reports may also be
obtained from the Company. Level 8 and its executive officers
and directors may be deemed to be participants in the
solicitation of proxies from the Company's stockholders in favor
of the reverse stock split proposal. Information regarding the
security ownership and other interests of the Company's
executive officers and directors will be included in the
definitive proxy statement.

Level 8 Systems, Inc. (LVEL) is a global provider of
high-performance application integration software solutions that
enable companies to extend the life, flexibility and operational
effectiveness of their mission critical IT investments,
substantially improve IT portfolio ROI, and more efficiently
maximize the value of complex business systems in use throughout
the enterprise. Level 8's breakthrough technologies, products,
and services assist leading companies in such diverse industries
as financial services, government, energy, telecommunications,
utilities, transportation, manufacturing, travel and
hospitality. For more information about Level 8 Systems, visit
http://www.level8.com.

Level 8 Systems and Cicero are registered trademarks of Level 8
Systems, Inc. Level 8 and the Level 8 Systems logo are
trademarks of Level 8 Systems, Inc. and/or its affiliates in the
U.S. and certain other countries. All other product and company
names mentioned herein are for identification purposes only and
are the property of, and may be trademarks of, their respective
owners.

Level 8 Systems' Balance Sheet as of June 30, 2002 reported a
total working capital deficit of about $7 million.


LODGIAN INC: Gains Court Approval to Assume OCV Television Pacts
----------------------------------------------------------------
Lodgian, Inc., and its debtor-affiliates sought and obtained
approval from the U.S. Bankruptcy Court for the Southern
District of New York, pursuant to Section 365(a) of the
Bankruptcy Code, to assume the OCV Agreements, as amended and
restated by the Master Services Agreement.

Prior to the Petition Date, the Debtors entered into Television
Entertainment Agreements with On Command Video Corp., whereby On
Command provided television and cable services for 38 Hotel
Properties. In September 2002, the OCV Agreements were amended
and restated by the Master Services Agreement to provide the
Debtors with substantial benefits.  The Master Services
Agreement will expand the number of channels for viewing for the
Debtors' hotel guests.  In addition, in consideration for
assuming the OCV Agreements and entering into the Master
Services Agreement, On Command will provide the Debtors with a
$1,266,475 capital assistance, which the Debtors will use to
replace 5,000 television sets to bring the Hotel Properties into
compliance with certain industry standards as proscribed by
certain of the Debtors' franchise agreements.  Finally, the
Master Services Agreement will enable the Debtors to reduce
their operating costs by $341,000 annually, as Guest Services
Fee per room will be reduced to $6 from $7.81.

The OCV Agreements, as amended and restated by the Master
Services Agreement, provides the Debtors with significant
benefits, including:

-- substantial cost savings to the estates; and

-- access to On Command's proprietary system to provide in-room
   movies, music and Internet services for the Debtors' hotel
   guests.

The Debtors will also realize an additional savings by not being
required to pay the full Cure Claim due to On Command in
connection with the assumption of the OCV Agreements. (Lodgian
Bankruptcy News, Issue No. 19; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


LORAL SPACE: Working Capital Deficit Widens to $144M at Sept. 30
----------------------------------------------------------------
Loral Space & Communications (NYSE:LOR) -- whose Corporate
Credit Rating has been downgraded by Standard & Poor's to SD
from CC -- reported its financial results for the third quarter
and nine months ended September 30, 2002.

Loral's earnings and cash performance remains on track with its
previously issued guidance for the full year despite the
prolonged downturn in the economy and the telecommunications
industry. At the same time, Loral continued its strategy to
reduce its leverage by concluding an exchange of preferred stock
for common stock, retiring 61 percent of the outstanding
preferred stock. From the beginning of 2001 to date, Loral has
reduced its principal amount of debt and preferred obligations
by more than $1.2 billion and has eliminated over $95 million in
annual dividends and interest payments.

Continued on-track earnings results and cash management will
result in cash flow in excess of operating costs, interest and
scheduled debt payments in 2002 and 2003, even if the expected
economic recovery is not realized until after 2003. Further,
after satellite construction expenditures of approximately $175
million this year, the cash balance at year end is expected to
exceed $100 million, in line with prior guidance.

Reflecting the unprecedented low rate of orders for satellite
construction worldwide, Space Systems/Loral has recorded no
satellite bookings so far this year. The company continues to
expect up to seven new orders by the end of 2003. The impact on
SS/L, however, is cushioned by the strong backlog of 21
satellites it had in the factory at the beginning of 2002. SS/L
is currently working on 13 satellites in the factory, with a
backlog of $781 million at September 30, 2002.

At September 30, 2002, the Company's current liabilities exceed
its current assets by about $144 million.

Highlights

     - Earnings before interest, taxes, depreciation and
amortization (EBITDA) for the first nine months was $166
million; guidance for the year remains at $210-215 million.

     - Loral's reported revenue for the first nine months
totaled $836 million, compared to $797 million for the same
period last year. Skynet's revenue, however, declined $28
million compared to the first nine months of 2001. New guidance
for Loral revenue for the year is approximately $1.1 billion
versus the earlier forecast of $1.2 billion.

     - Net loss applicable to common shareholders for the nine
months was $110 million (before the first-quarter goodwill
charge and the non-cash impact of the second quarter preferred
exchanges). Guidance for the year, before the goodwill charge
and the non-cash impact of the preferred exchanges in the second
and fourth quarters, remains at a net loss of $0.40 to $0.50 per
share.

     - Net cash provided by operating activities for the nine
months rose to $264 million from $95 million in the prior nine-
month period.

     - After capital expenditures and investments of $226
million (including $25 million in capitalized interest) in the
first nine months, cash and available credit at September 30,
2002 was $165 million, compared to $181 million at the end of
June 2002.

     - The company completed a preferred stock exchange after
the end of the quarter that reduced the principal amount of
mandatory preferred stock obligations by $350 million, and
eliminated $21 million in annual dividends. Had the transaction
closed on September 30, 2002, pro forma shareholders' equity
after considering the exchange would have been $219 million
compared to the reported $105 million deficit.

               Financial Results for the Periods
                   Ended September 30, 2002

Compared to the year-earlier periods:

Loral's reported revenue for the third quarter was $211 million,
down 19 percent due primarily to the expected lower revenues at
Skynet and data services, offset by improved revenues at SS/L;
for the first nine months Loral revenue rose five percent to
$836 million. Reported EBITDA declined as expected during the
quarter to $38 million from $49 million; for the first nine
months it declined three percent to $166 million. Reported
revenue and EBITDA were reduced by higher intercompany
eliminations during the periods, primarily arising from the
company's September 2002 agreement to purchase 50 percent of the
APSTAR-V satellite, currently under construction at SS/L. As a
result, intercompany eliminations for revenue and EBITDA were
increased by $29 million and $4 million, respectively.

Loral's net loss available to common shareholders for the third
quarter improved to $52 million or $0.14 per share, compared to
$64 million, or $.19 per share. For the first nine months
(excluding the first-quarter goodwill write-off and the non-cash
impact of the second quarter preferred exchanges), the net loss
improved to $110 million, or $0.31 per share, compared to $205
million, or $0.64 per share.

Per share calculations for the third quarter and first nine
months of 2002 are based on 374 million and 356 million weighted
average shares of common stock outstanding, respectively, versus
334 million and 320 million for the same periods in 2001. Not
included in these figures is approximately 46 million common
shares issued in connection with the preferred stock exchange
completed after the end of the third quarter this year.

The persistent slowdown in the telecommunications industry has
dramatically reduced awards for new satellites in 2002 and has
delayed the launch of new fixed satellite service applications,
resulting in a decline over the first nine months in both
backlog and bookings at Loral. Loral's net funded backlog at
September 30, 2002, was $2.0 billion, compared to $2.7 billion
at year-end 2001. Loral's net bookings for the third quarter
were $51 million - before an intercompany elimination of $59
million relating to Loral's APSTAR-V ownership - compared to net
bookings of $145 million in the 2001 third quarter.

Loral Skynet generated gross bookings of $66 million in the
third quarter compared to $37 million a year ago. Skynet has
maintained its funded backlog at $1.4 billion, or four years'
current revenues. SS/L ended the quarter with a backlog of $781
million, equivalent to nearly a year's revenue and, as
previously cited, did not record any substantial bookings.

Loral Space & Communications is a high technology company that
concentrates primarily on satellite manufacturing and satellite-
based services. For more information, visit Loral's Web site at
http://www.loral.com


MARINER: LaSalle Alleges Willful Breach to Stipulation & Pact
-------------------------------------------------------------
LaSalle Bank National Association, formerly known as LaSalle
National Bank, is the Trustee under a certain Pooling and
Servicing Agreement effective as of December 1, 1995, relating
to the RMF Commercial Mortgage Pass-Through Certificate Series
1995-1.  Acting by and through its special servicer, ORIX
Capital Markets, LLC, LaSalle asserts a claim in the bankruptcy
case of Mariner Post-Acute Network, Inc., and its debtor-
affiliates, arising out of certain secured loans that had been
assigned to LaSalle Bank.  These loans are secured by six
skilled nursing facilities owned and operated by EH Acquisition
Corp. III.

Pursuant to a Court-approved Stipulation and Agreement, both
parties agree to the treatment of the Lender's claims.  The
Stipulation and Agreement requires Mariner Health and EH
Acquisition to transfer the six nursing facilities to a designee
of the LaSalle Bank within six months from the confirmation date
of the Plan -- i.e., by October 3, 2002:

     1) Parkway Healthcare Center;
     2) Flora Healthcare Center;
     3) Birchwood Nursing Home;
     4) LaFayette Healthcare Center;
     5) Dixon Healthcare Center; and
     6) Crestview Nursing Center.

The Stipulation and Agreement further obligates the Debtors to
maintain the Properties in compliance with all applicable laws
and regulations, and by employing acceptable business practices.
The Debtors must remit net operating income to the Lender each
month.  To date, the Lender has not received a single net
operating income check.

LaSalle alleges that during the six-month period it has
continued to operate the facilities, the Debtors failed to
adhere to the Stipulation standard, virtually running certain
facilities into the ground by:

   (a) failing to properly maintain the physical properties;

   (b) racking up substantial fines and penalties for regulatory
       violations;

   (c) looting the facilities of key employees and replacing
       them with less experienced and less competent workers;

   (d) failing to properly market the facilities;

   (e) engendering employee apathy and distrust;

   (f) failing to provide in-service training;

   (g) using temporary employees excessively;

   (h) delaying information transmission to the Lender, thus,
       impairing the Lender's ability to seek corrective action;

   (i) failing to contain rising costs; and

   (j) failing to prevent further losses on the Dixon and
       Parkway facilities by shutting them down.

As an example of the Debtors' regulatory violations, Norman L.
Pernick, Esq., at Saul Ewing, LLP, points out two instances:

  A) The Georgia Department of Human Resources resurveyed the
     LaFayette facility and found that although immediate
     jeopardy has been removed and the monetary sanction reduced
     to $400 from $3,050 per day, the facility remain out of
     substantial compliance with Medicare and Medicaid Program
     requirements; and

  B) The Illinois Department of Human Resources concluded that
     the Parkway facility was not in substantial compliance with
     the Conditions for Participation in the Medicare and
     Medicaid Programs and imposed a $300 per day civil monetary
     penalty on the facility from February 15, 2002 through May
     9, 2002.

These facts were never disclosed to LaSalle Bank either before
or after it entered into the Stipulation and Agreement.  LaSalle
only discovered these facts during its on-site inspection and
interviews with facility staff conducted on July 22, 2002.

Mr. Pernick tells the Court that the Debtors removed key
facility administrators and skilled staff from the facilities
and transferred them to other Mariner facilities.  The action
has seriously affected the financial and operating stability of
the facilities and led to further erosion of value.

Additionally, the Debtors failed to include the facilities in
their corporate marketing program, and excluded the staff from
its corporate in-service training programs.  The Debtors also
misrepresented the nature of the site visits conducted by Tutera
Group Inc. -- LaSalle's consultant on property analysis and
transfer issues -- by advising staff members that Tutera was in
the process of assuming ownership and control of the facilities
when in fact that was not the case, engendering uncertainty and
further reducing employee morale.

Mr. Pernick informs the Court that the Debtors have allowed at
least two facilities, the Parkway Healthcare Center and the
Dixon Healthcare Center, to deteriorate to a degree that they
are now unsalvageable.  LaSalle Bank has long asked Mariner
Health to immediately commence shutting down the Dixon and
Parkway facilities.

Mariner Health, however, refused to transfer the four
salvageable facilities -- including the two that LaSalle wants
to shut down -- unless LaSalle Bank agrees to put $1,000,000
into escrow for Mariner Health to pay additional expenses.  The
Debtors have suggested that LaSalle can take over the Dixon and
Parkway facilities to shut them down.  Mr. Pernick notes that
the Debtors fail to recognize that LaSalle Bank would not be
faced with that prospect if it was not for the Debtors' own
misconduct. Furthermore, Mr. Pernick says, the Debtors' approach
fails to acknowledge the substantial additional expense and the
damage that will be suffered by LaSalle.

Mr. Pernick points out that LaSalle Bank is fully prepared to
have the Crestview, Flora, Birchwood and LaFayette facilities
transferred to its designee but the Debtors refuse to transfer
the facilities and have provided no commentary to the Lender's
proposed transfer documents.  Mr. Pernick argues that any
further delay in transferring these facilities or shutting down
the Dixon and Parkway facilities will cause LaSalle Bank to
suffer irreparable harm.

Mr. Pernick assures the Court that Mariner's transfer of the
Crestview, Flora, Birchwood, and LaFayette facilities to LaSalle
Bank's designee will cause no harm to the Debtors whatsoever.
"An order requiring the Debtors to transfer the property will
serve the public interest by discouraging companies from
attempting to re-write obligations while essentially holding
nursing home tenants hostage," Mr. Pernick says.

Consequently, LaSalle Bank asks the Court to:

  A) enjoin the Debtors from refusing to transfer the Crestview,
     Flora, Birchwood and LaFayette facilities to its designee
     and require the Debtors to immediately transfer these
     facilities to its designee;

  B) set an evidentiary hearing for the Court to determine the
     responsibilities and obligations of the parties with
     respect to the shut down and transfer of the Dixon and
     Parkway facilities;

  C) issue a temporary and permanent injunctive relief requiring
     the Debtors to shut down the Parkway and Dixon facilities,
     to bear the cost of the shut down, and to transfer these
     two facilities to its designee;

  D) award it actual and exemplary damages because the Debtors
     breaches of the Stipulation and Agreement were willful and
     malicious; and

  E) award it interest as provided by law as well as reasonable
     attorney's fees. (Mariner Bankruptcy News, Issue No. 35;
     Bankruptcy Creditors' Service, Inc., 609/392-0900)


MCDERMOTT: Operating Issues Prompt S&P to Put Ratings on Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its single-'B'
corporate credit rating on McDermott International Inc. and
related entities on CreditWatch with negative implications due
to operating issues at the firm's J.Ray McDermott S.A. (J.Ray)
marine construction services subsidiary, weak near-term
operating outlook, and potential liquidity concerns.

"Operating performance at New Orleans, Louisiana-based McDermott
continues to be adversely affected by cost overruns on three
EPIC SPAR projects, and a backlog with low margin projects,"
said Standard & Poor's credit analyst Dan DiSenso. Regarding the
EPIC SPAR projects, in the second quarter of 2002, the firm took
a $33.9 million pretax charge for cost overruns, and an
additional $65.2 million charge in the third quarter for further
deterioration on the projects. In addition, the firm has hired
outside consultants to review its project estimating and bidding
procedures, and continues to search for a senior executive to
head marine construction operations.

McDermott expects to experience negative cash flows at J.Ray for
the next four quarters, and for the next three quarters for the
consolidated entity. As a result, J.Ray is expected to be in
noncompliance of financial covenants under its bank credit
facility. Discussions are under way to extend J.Ray's and
McDermott's bank facilities, both of which expire in February
2003. At present liquidity is good; the firm has $63 million of
unrestricted cash, and $144 million of undrawn availability
under its two credit facilities. However, if the bank facilities
are extended under the current terms, given the firm's cash
requirements over the next four quarters, liquidity could become
tight by mid-2003.

Standard & Poor's will review the firm's plans to improve
project administration and operating performance, monitor
progress on bank credit negotiations, and evaluate management's
plans to maintain adequate liquidity to determine the impact on
the ratings.


METROLOGIC INSTRUMENTS: Reports Improved Third Quarter Results
--------------------------------------------------------------
Metrologic Instruments, Inc. (NASDAQ: MTLG), a leading
manufacturer of sophisticated imaging systems using laser,
holographic, camera and vision-based technologies, high-speed
automated data capture solutions and bar code scanners, reported
its financial results for the third quarter ended September 30,
2002.

Sales and operating income for the third quarter of 2002 were
$28.0 million and $1.6 million, respectively, compared with
sales and an operating loss of $26.8 million and $0.7 million,
respectively, for the same period a year ago. Net income was
approximately $0.3 million, compared with a net loss of
approximately $0.8 million for the same period a year ago.

Bank debt was further reduced by $10.8 million to $16.2 million
at September 30, 2002 down from $27.0 million at June 30, 2002.
As previously reported, Metrologic executed an Amended and
Restated Credit Agreement with its bank group in July 2002.

Sales and operating income for the nine months ended September
30, 2002 were $84.9 million and $2.5 million, respectively,
compared with sales and an operating loss of $84.7 million and
$9.6 million, respectively, for the same period a year ago. Net
income before $1.5 million of non-recurring charges related to
the Company's Amended Credit Agreement in the second quarter and
severance costs was approximately $0.9 million, compared with a
net loss of approximately $7.8 million for the same period a
year ago. Net income after the non-recurring charges was $0.015
million.

Commenting on the third quarter results, C. Harry Knowles,
Chairman and CEO of Metrologic stated, "I am gratified by our
increase, albeit modest, in sales and net income. I am
particularly pleased with our continued improved cash and bank
debt position. The financial results reflect the impact of the
cost reduction programs we initiated this year and should
continue to improve our financial position through the fourth
quarter and into 2003."

Mr. Knowles continued, "We began shipments of our new iQ(R)180
vision system on a $1.9 million contract in the third quarter.
These shipments will continue into the fourth quarter. Based on
the number of requests from customers for iQ180 evaluation
units, I believe that there is significant potential for sales
growth for this powerful high-speed imaging system. As we move
into 2003, we anticipate augmenting our sales through the
introduction of new POS and OEM products and new industrial
scanning products from our subsidiary, Adaptive Optics
Associates, Inc. Our previously reported engineering expansions
are the source of those new products and associated growing
patent portfolio."

Thomas E. Mills IV, President and COO stated, "The increase in
sales and net income in the third quarter was encouraging given
the current challenging economic environment. We are also
pleased with the quantity of sales orders that Metrologic has
received so far this fourth quarter. We continued to reduce
Metrologic's bank debt with further reductions in accounts
receivable and inventory. To provide further improvements in the
Company's balance sheet, we are in discussions with potential
new domestic and foreign lenders that should provide improved
future long-term financing of the Company's operations."

               Fourth Quarter 2002 and 2003 Outlook

Metrologic expects fourth quarter 2002 sales of approximately
$28.5 to $29.0 million and net income of approximately $0.10
diluted earnings per share. Metrologic expects sales for the
full year of 2002 to be approximately $114 million or
approximately the same as in 2001.

For 2003, Metrologic expects sales of approximately $125 million
and net income of approximately $0.75 diluted earnings per
share.

Metrologic designs, manufactures and markets bar code scanning
and high-speed automated data capture systems solutions using
laser, holographic, camera and vision-based technologies.
Metrologic offers expertise in 1D and 2D bar code reading,
portable data collection, optical character recognition, image
lift, and parcel dimensioning and singulation detection for
customers in retail, commercial, manufacturing, transportation
and logistics, and postal and parcel delivery industries. In
addition to its extensive line of bar code scanning and vision
system equipment, the company also provides laser beam delivery
and control systems to semi-conductor and fiber optic
manufacturers, as well as a variety of highly sophisticated
optical systems. Metrologic products are sold in more than 100
countries worldwide through Metrologic's sales, service and
distribution offices located in North and South America, Europe
and Asia.

                          *    *    *

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

"At December 31, 2001, March 31, 2002 and June 30, 2002, the
Company was in violation of certain provisions and covenants
included in its Credit Facility and the banks issued a notice of
default as of April 9, 2002 and increased the interest rate by
2% on the outstanding debt in accordance with the agreement. As
reflected in the Company's prior periodic reports filed with the
Securities and Exchange Commission, the Company and its primary
bank had been in discussions with respect to modifying the
Credit Facility. On July 9, 2002, the Company replaced the
Credit Facility by executing an Amended and Restated Credit
Agreement with its lenders. The key terms of the Amended Credit
Agreement include the waiver of all existing defaults under the
Credit Facility and the withdrawal by the banks of the notice of
default and an increase in the original interest rate of the
term note by .25% per annum. The Company granted a security
interest in its assets and properties to the primary bank in
favor of the banks as security for borrowings under the Amended
Credit Agreement. The Amended Credit Agreement contains various
negative and positive covenants, such as minimum tangible net
worth requirements and expires on May 31, 2003. A portion of the
outstanding borrowing under the Amended Credit Agreement is
guaranteed by C. Harry Knowles and Janet Knowles. Additionally,
the Company could be required to make additional prepayments
under the Amended Credit Agreement if there are excess cash
flows, as defined in the Amended Credit Agreement.

"The Amended Credit Agreement also includes a revolving credit
facility of $14,000 that expires on May 31, 2003. Amounts
available for borrowing under this facility are equal to a
percentage of the total of eligible accounts receivable and
inventories, as defined in the agreement, plus an allowable
overadvance of $2,750. The overadvance allowance expires on
January 1, 2003. The Amended Credit Agreement requires the daily
application of Company receipts as payments against the
revolving credit facility and daily borrowings to fund cash
requirements. Interest on outstanding borrowings is at the
bank's prime rate plus 2.5%, and the agreement provides for a
commitment fee of .5% on the unused facility.

"In connection with the Amended Credit Agreement, certain
directors and executive officers have made loans to the Company,
which amounts will be held as cash collateral under the terms of
the Amended Credit Agreement. Specifically, C. Harry Knowles and
Janet H. Knowles, Dale M. Fischer and Hsu Jau Nan have loaned
the Company $400, $125 and $475, respectively. The loans bear
interest at a rate of nine percent (9%) per annum and will be
repaid in full upon the earliest of: (a) the Company's repayment
in full of its obligations under the Amended Credit Agreement or
(b) the release of the security interest held by the Company's
primary bank in such cash being loaned by the above mentioned
directors and executive officers."


METROMEDIA FIBER: Provides IP Transit Connectivity to Neopolitan
----------------------------------------------------------------
Metromedia Fiber Network, Inc., the leading provider of digital
communications infrastructure solutions, has been selected by
Neopolitan Networks, the leading Metropolitan Gigabit Ethernet
Service Provider, to provide IP transit connectivity.
Neopolitan Networks will connect customers to PAIX's neutral
carrier exchange facilities using MFN's IP network in the San
Francisco Bay Area.  PAIX is a subsidiary of MFN and the
original neutral Internet exchange.

"MFN's network provides top quality performance and outstanding
reliability, which is critical to us and to our customers
success," said Frank R. Robles, CEO of Neopolitan Networks,
"MFN's experience and well-engineered network design is an ideal
match for us, and we look forward to working with them well into
the future."

Neopolitan will provide their customers unprecedented
opportunities to peer with other network providers nationwide by
connecting customers to PAIX's Palo Alto facility.  MFN's IP
connectivity will enable Neopolitan's customers to access
peering points over a reliable, secure high-speed network.

"MFN is proud of its unwavering commitment to excellence and
customer service," said John Gerdelman, president and chief
executive officer of MFN. "We are pleased to be working with a
fast-growing, top tier provider like Neopolitan Networks.  They
have a sincere commitment to offering customers the best service
in the industry, and MFN is glad to be chosen to be part of that
commitment."

Recently, MFN was able to reduce operating costs for its IP
network by more than 50% while increasing performance through
greater efficiency.  This improved performance and expense
reduction will enable the Company to continue to be competitive
now and into the future.

Neopolitan Networks delivers flexible Gigabit Ethernet services
to Small, Medium and Enterprise businesses.  Neopolitan Networks
is headquartered in Palo Alto, California, the heart of the
Silicon Valley. To learn more about our products and service
offerings please visit us at http://www.neopolitan.com

MFN is the leading provider of digital communications
infrastructure solutions.  The Company combines the most
extensive metropolitan area fiber network with a global optical
IP network, state-of-the-art data centers, award-winning managed
services and extensive peering relationships to deliver fully
integrated, outsourced communications solutions to Global 2000
companies.  The all-fiber infrastructure enables MFN customers
to share vast amounts of information internally and externally
over private networks and a global IP backbone, creating
collaborative businesses that communicate at the speed of light.

PAIX.net, Inc., a subsidiary of MFN and the original neutral
Internet exchange, offers secure, Class A co-location facilities
where ISPs and other Internet-centric companies can form public
and private peering relationships with each other, and have
access to multiple telecommunications carriers for circuits
within each facility.

On May 20, 2002, Metromedia Fiber Network, Inc., and most of its
domestic subsidiaries commenced voluntary Chapter 11 cases in
the United States Bankruptcy Court for the Southern District of
New York.

For more information on MFN, please visit its Web site at
http://www.mfn.com

DebtTraders reports that Metromedia Fiber Network's 10.000%
bonds due 2008 (MFNX08USR1) are trading between 0.25 and 0.5.
See
http://www.debttraders.com/price.cfm?dt_sec_ticker=MFNX08USR1
for real-time bond pricing.


MORTON HOLDINGS: Taps Casas Benjamin as Exclusive Fin'l Advisor
---------------------------------------------------------------
Morton Holdings, LLC asks the U.S. Bankruptcy Court for the
District of Delaware for permission to retain and employ Casas,
Benjamin & White, LLC, as its exclusive financial advisor in
connection with its chapter 11 cases.

Casas Benjamin is a consulting firm that specializes in
providing operating and financial restructuring services, and
merger, acquisition and divestiture advisory services, to
companies in distressed operating environments.

The Debtors tell the Court that they need Casas Benjamin's
financial advisory services to maximize the value of their
estates and to facilitate the successful "going concern" sale of
substantially all of their assets.

The exclusive financial advisory services to be provided by
Casas Benjamin include:

  a) on site personnel as required providing regular cash
     management and operating decision support;

  b) preparation of rolling cash flow forecasts, budgets and
     associated financial analyses;

  c) identification and implementation of liquidity enhancement
     initiatives;

  d) active support of customer and vendor communications;

  e) preparation of necessary offering memorandum for a
     Transaction; and,

  f) management of the solicitation process and sale process
     including developing a list of corporations, individuals or
     other entities who might be interested in entering into a
     Transaction, preparing due diligence materials regarding a
     Transaction, responding to reasonable diligence related
     inquiries regarding a Transaction, and leading negotiations
     with Prospective Purchasers regarding a Transaction.

"Transaction" is defined as:

     (a) the acquisition, directly or indirectly, by Prospective
         Purchasers in a single transaction or a series of
         transactions of all or substantially all of the assets
         or operations of the Company; or,

     (b) any merger, consolidation, reorganization,
         recapitalization, business combination or other
         transaction pursuant to which the Company is acquired,
         acquired by, or combined with, a Prospective Purchaser.

Casas Benjamin agrees to provide its services to the Debtors in
exchange for:

(A) a $125,000 monthly flat fee from November 1, 2002 through
     March 1, 2003, and $75,000 from April 1, 2003; and

(B) an Incentive Fee upon the consummation of a Transaction
     equal to:

Aggregate Net Proceeds   Date that seller(s) close the purchase
paid by buyer(s) in      of a Transaction(s) and pay
connection with a        consideration for assets purchased
Transaction(s)

                         Before      Before         Before
                         3/1/03      4/1/03         5/1/03
                         ------      ------         ------
Net Proceeds of not      2% of Net   1.75% of Net   1.50% of Net
less than the sum of     Proceeds    Proceeds       Proceeds
(x) $15,290,000 plus
(y) the amount of any
DIP loan outstanding as
of the date of closing
of a Transaction(s) and
up to $22,500,000

Net Proceeds greater     2.5% of Net  3% of Net     2.25% of Net
than $22,500,000 and     Proceeds     Proceeds      Proceeds
up to $30,000,000

Net Proceeds greater     2% of Net    2.75% of Net  2.5 % of Net
than $30,000,000         Proceeds     Proceeds      Proceeds
and up to $40,000,000

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


MTS INC: Fiscal 2002 Net Revenues Drop 9% to $982.8 Million
-----------------------------------------------------------
MTS, Incorporated, dba Tower Records, the leading independent
specialty retailer of packaged entertainment software, reported
net revenues of $982.8 million in fiscal 2002, which ended July
31, 2002, compared with net revenues of $1.08 billion in fiscal
2001. The 9% decrease in revenue was due primarily to the
closing of under-performing stores, detailed in the company's
2001 Restructuring Plan, a decline in same store sales
associated with cautious consumer spending attributed to the
events of September 11, 2001, and a sluggish economy.

"Obviously by implementing the Restructuring Plan, we took
hands-on, decisive and firm action to improve the company's
long-term performance and profitability. Our results as of the
end of July clearly reflect the transitional effect of our
Restructuring Plan, and exclusive of restructuring charges, we
are starting to see its positive impact on operating profit,
EBITDA and gross margin. This is particularly encouraging given
the current economy and the challenges we have faced in our
industry as a whole," stated Michael Solomon, President and
Chairman of the Board at Tower Records.

Gross profit margin in fiscal 2002 was 29.6% of net revenues,
compared with 28.8% in fiscal 2001.  Excluding the effects of
inventory write-downs related to the Restructuring Plan, gross
profit margin in fiscal 2002 rose to 31% of net revenues
compared with 30.7% in fiscal 2001. The increase resulted
chiefly from higher margins gained through online sales,
domestic video rental and wholesale operations in conjunction
with a reduction in discounted sales associated with inventory
liquidation activity in 2002 compared with the year prior.

The company's pre-tax operating loss in fiscal 2002 was $31.2
million compared with a pre-tax operating loss of $37.4 million
in fiscal 2001. Exclusive of all restructuring charges,
operating profit in fiscal 2002 was $10.7 million compared with
an operating profit of $9.3 million in fiscal 2001.  Net loss
after taxes was  $57.2 million in fiscal 2002 compared with a
net loss of $90.3 million in fiscal 2001. Excluding
restructuring charges, net loss in fiscal 2002 amounted to $15.3
million, compared with a net loss of $43.6 million for the
corresponding period in 2001. The decrease was predominantly
attributed to a one-time, non-cash charge of $48.7 million
against the company's deferred tax asset accounts and a decline
in sales as a result of a downturn in consumer spending. The net
loss in fiscal 2002 resulted from the decline in sales as
mentioned previously.

Selling, general and administrative expenses in fiscal 2002
decreased to $271.7 million, compared with  $294.7 million in
fiscal 2001. Exclusive of all Restructuring Plan costs, selling,
general and administrative expenses in fiscal 2002 decreased to
$265.9 million, compared with $292 million for the same period
in 2001. The 9%, or $26 million reduction primarily resulted
from the closure of unprofitable stores, decreases in personnel
and occupancy, as well as other cost savings realized through
the company's Restructuring Plan.

Tower Records' President, Michael Solomon, commented further,
"Now that we have successfully completed the sale of our
operations in Japan and worked with our banks to secure new
financing, we have completed a critical phase of our
Restructuring Plan. With our retail operations turnaround
specialist, Betsy Burton, on board, we intend to develop a new
business plan, under which we will focus on improving
operations, evaluating and monitoring store performance and
maximizing the efficiency of our working capital investment."

Since 1960 Tower Records has been recognized and respected
throughout the world for its unique brand of retailing. Founded
in Sacramento CA, by Chairman Emeritus, Russ Solomon, the
company's growth over four decades has made Tower Records a
household name. As of today, Tower Records owns and operates 113
stores worldwide with 57 franchise operations. The company
opened one of the first Internet music stores on America. Online
in June 1995 and followed a year later with the launch of
TowerRecords.com.  The site was named "Best Music Commerce site"
by Forrester Research.

Tower Records' commitment to providing its customers with a
superior and specialist-shopping experience is key to the
organization's retail philosophy. Tower forges ahead with the
development of exciting shopping environments, presenting
diverse product ranges, artist performance stages, personal
electronics departments, and digital centers.  Tower Records
maintains its dedication to providing the deepest selection of
packaged entertainment in the world merchandised in stores that
celebrate the unique interests and needs of the local community.

As reported in Troubled Company Reporter's October 22, 2002
edition, Standard & Poor's revised its CreditWatch implications
on its triple-'C' corporate credit rating on MTS Inc., to
positive from developing. The revision is due to the company's
completion of the sale of its Japanese operations and
simultaneous refinancing of its credit facility.

Sacramento, California-based MTS, the primary operating
subsidiary of Tower Records Inc., with 172 stores specializing
in the sale of recorded music and related items, had $299
million of funded debt outstanding as of April 30, 2002, before
the asset sale.


MUTUAL RISK: Appoints David Ezekiel to Board of Directors
---------------------------------------------------------
On Friday, October 18, 2002, the Board of Directors of Mutual
Rick Management, Ltd. appointed Mr. David Ezekiel as a member of
the Board. Mr. Ezekiel currently is the President and Managing
Director of International Advisory Services Ltd., a subsidiary
of the Company, and a director of MRM Services Ltd. Due to the
Company's inability to secure an extension of its current
Directors' and Officers' insurance policy or to obtain
acceptable replacement coverage, Roger E. Dailey, Arthur E.
Engel, Jerry S. Rosenbloom, Norman L. Rosenthal, Joseph D.
Sargent and Richard G. Turner then resigned as Directors of the
Company, effective October 19, 2002. Mr. Paul Scope, Chairman
and Chief Executive Officer of the Park Group Limited, the
Company's insurance brokerage subsidiary, was subsequently
appointed to the Board on October 31, 2002. Effective November
1, 2002, Mr. Robert Mulderig retired as a director of the
Company and as its Chairman and Chief Executive Officer. Mr.
Ezekiel was appointed as Chairman and Chief Executive Officer
with immediate effect. As a result, the Company currently has
two directors, Mr. Ezekiel and Mr. Scope each of whom will serve
until the next Annual General Meeting of shareholders.

                        *   *   *

As previously reported in the April 16, 2002 issue of the
Troubled Company Reporter that Standard & Poor's lowered its
counterparty credit rating on Bermuda-based Mutual Risk
Management Ltd. to double-'C' reflecting the highly vulnerable
status of existing obligations to nonpayment.

The rating remains on CreditWatch where it was placed on
Dec. 12, 2001, with negative implications.

The Bermuda Monetary Authority has appointed a review team to
monitor Mutual Risk's business on an ongoing basis because the
company is in default under the terms of its convertible
exchangeable debentures and its bank credit facilities. It is
not clear whether further sales of assets will yield sufficient
proceeds to satisfy indebtedness. Its shares have been delisted
from the NYSE, and it is highly likely that Legion Indemnity
Co., Mutual Risk's triple-'C'-rated U.S. insurance subsidiary,
which is not yet under regulatory control, will fall under
regulatory control prospectively.


NASH FINCH: Delays Release of 3rd Quarter Results Until Nov. 18
---------------------------------------------------------------
Nash Finch earlier scheduled the release of its Third Quarter
results together with a related conference call for Thursday,
October 31, 2002.  However, the company unexpectedly announced
that the report won't be out until November 18, providing no
explanation on the matter.

The delay comes one month after Nash Finch lowered its earnings
expectations for the 3rd and 4th quarters and for the fiscal
year.

Separately, it was confirmed by the F&D Reports Analysts that
the company made a $7 million interest payment on its 8.5%
Senior Subordinated Notes due 2008 as scheduled last Friday,
November 1, 2002.

                       *   *   *

As reported in the July 1, 2002 issue of the Troubled Company
Reporter, Fitch affirmed its Low-B Ratings on Nash Finch's Bank
and Senior Debts.


NAT'L STEEL: Seeks 2nd Removal Period Extension to May 6, 2003
--------------------------------------------------------------
David N. Missner, Esq., at Piper Marbury Rudnick & Wolfe, tells
Judge Squires that National Steel Corporation, and its debtor-
affiliates continue to be 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.  Mr.
Missner explains that the Debtors have not yet finished
determining which of the state court actions they will remove to
the Bankruptcy Court for continued litigation and resolution.

Accordingly, the Debtors propose to extend the removal period
to:

   -- May 6, 2003; or

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

The Debtors currently have until the December 2, 2002 to make a
determination.

Mr. Missner asserts that a second extension will give the
Debtors sufficient opportunity to make fully informed decisions
concerning the possible removal of the actions, protecting the
Debtors' valuable right to economically adjudicate lawsuits
pursuant to 28 U.S.C.  1452 if the circumstances warrant
removal.  Mr. Missner assures the Court that the Debtors'
adversaries will not be prejudiced by an extension because they
are prohibited from prosecuting the actions anyway, absent
relief from the automatic stay. (National Steel Bankruptcy News,
Issue No. 17; Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that National Steel Corp.'s 9.875% bonds due
2009 (NSTL09USR1) are trading between 39 and 42. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NSTL09USR1
for real-time bond pricing.


NEXTMEDIA: BB+ Rating on Watch after Proposed Buy of 5 Stations
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its single-'B'-plus
corporate credit rating on radio and outdoor advertising company
NextMedia Operating Inc., on CreditWatch with negative
implications based on the company's plans to acquire four FM
radio stations and one AM radio station in the Saginaw/Bay
City/Midland Michigan market for $55.5 million.

Englewood, Colorado-based NextMedia had total debt outstanding
of approximately $197.2 million at September 30, 2002.

"The acquisition intensifies concerns about narrowing liquidity,
weak credit measures for the rating, and ongoing acquisition
activity that restrain credit profile improvement," said
Standard & Poor's credit analyst Alyse Michaelson. NextMedia
will have consumed approximately $75 million of Goldman Sachs
private equity to help fund these acquisitions, which will close
in early 2003. Ms. Michaelson added that, "Availability of the
private equity had been a key source of liquidity for Nextmedia
and an important rating factor."

At October 31, 2002, no amounts were available for borrowing
under the company's $100 million revolving credit facility
maturing in 2007. Nextmedia amended its credit facility
subsequent to the third quarter, including a reduction in the
commitment to $75 million and relaxation of certain covenants.
These amendments will be effective following the funding of the
remaining portion of the equity commitment. Pro forma for the
completion of acquisitions, liquidity will be primarily derived
from borrowing availability under the amended credit facility
and operating cash flow. Amended financial covenants are tight,
with minimal cushion to absorb revenue shortfalls or additional
debt.

Operating performance is currently benefiting from positive
operating trends in the radio business, although the outdoor
advertising operations still produce negative cash flow
comparisons. Without a sustained recovery in both radio and
outdoor advertising, NextMedia could be challenged to maintain
compliance with its financial covenants.

Standard & Poor's will discuss with management its operating
outlook for 2003, potential contributions from recent
acquisitions, expectations for accessing credit lines, and
prospects for restoring liquidity in resolving the CreditWatch
listing.


NTL INC: UK COO Stephen Carter Resigns Effective Dec. 31, 2002
--------------------------------------------------------------
NTL Incorporated (OTC BB: NTLD; NASDAQ Europe: NTLI), announced
that Stephen Carter, Managing Director and Chief Operating
Officer of NTL UK and Ireland, has decided to leave the Company
at the end of this year following NTL's expected completion of
its recapitalization and emergence from US Chapter 11 and the
successful completion of his operational objectives.

Stephen joined NTL from his position as CEO of J Walter Thompson
UK Group. Since that time he has focused on integrating CWC
Consumer Co into the business, improving operating efficiencies
and reducing costs. During this period NTL has also become
operating cash flow positive and established a market leadership
position in broadband services.

Barclay Knapp, President and CEO of NTL said, "Over the past two
years Stephen has achieved a great deal at NTL. We are now the
clear leader in broadband with 40% market share and our EBITDA
margin has increased from 11% in 2000 to 28% in our latest
quarterly results. I am sad to see Stephen go and I wish him
well. The UK management team and I are now well situated to
emerge from our recapitalization process and re-establish
ourselves in the competitive marketplace."

Stephen Carter said, "We have achieved an enormous amount over
the last two years, delivering broadband leadership and positive
operating cash flow. With Barclay now based in the UK and
returning to full-time operations, and with NTL on track to
emerge from US Chapter 11 in November I feel the time is right
to move on."


NUEVO ENERGY: Sept. 30 Working Capital Deficit Widens to $45MM
--------------------------------------------------------------
Nuevo Energy Company (NYSE:NEV) reported net income from
continuing operations of $5.9 million in the third quarter 2002,
compared to a net loss of $2.8 million in the third quarter
2001. Discretionary cash flow of $33.4 million in the third
quarter 2002 increased from $21.4 million in the third quarter
2001.

At September 30, 2002, the Company's balance sheets show a
working capital deficit of about $45 million.

"The third quarter was marked both by continued strong financial
results and the significant acquisition of 100 Bcfe of West
Texas gas reserves," commented Jim Payne, Chairman, President
and CEO. "Not only did we acquire assets that met all of our
strategic criteria, but we were able to fund approximately 40%
of the $101 million purchase price with cash on hand. The
combination of stringent cost controls and a disciplined capital
program has produced significant free cash flow year-to-date.
Our business strategy will continue to focus on generating free
cash flow to reduce debt outstanding while we continue to
transform our asset base by acquiring higher margin properties."

                    Third Quarter Analysis

Prices and Production

Nuevo's realized crude oil price increased 13% to $19.69 per
barrel in the third quarter 2002 from $17.39 per barrel in the
prior year period. The realized crude oil price includes hedging
losses of $5.8 million in the third quarter 2002 compared to
$10.2 million in the third quarter 2001. Oil production, which
averaged 43,438 barrels per day compared to 44,535 barrels per
day in the third quarter 2001, reflects lower production from
the Cymric Field and the Republic of Congo which was partially
offset by higher production at the Belridge and Midway-Sunset
Fields, both of which have responded favorably to renewed
steaming.

Despite asset sales, Nuevo's third quarter 2002 natural gas
production averaged 33.5 million cubic feet (MMcf) per day, a
13% increase compared to 29.7 MMcf per day in the third quarter
2001 due primarily to the inclusion of our recent acquisition in
West Texas for half a month and increased production offshore
California. The third quarter 2002 realized natural gas price of
$3.07 per Mcf was 14% below the realized natural gas price of
$3.56 per Mcf for the same period in 2001.

Costs and Expenses

Costs and expenses declined 9% to $67.2 million in the third
quarter 2002 versus $73.8 million in the comparable period in
2001. Excluding steam and electricity costs, lease operating
expenses declined 13% to $26.9 million in the third quarter 2002
compared to the prior year period. Exploration costs declined
60% to $2.3 million in the third quarter 2002 compared to the
third quarter 2001 due to the absence of dry hole costs.
Exploration costs in the third quarter 2002 included a $2.2
million write-off of the Anaguid Permit in Tunisia. General and
administrative expenses declined 31% to $6.5 million in the
third quarter 2002 compared to the prior year period primarily
due to lower outsourcing costs and legal fees. Interest expense
declined 10% to $9.5 million in the third quarter 2002 versus
the third quarter 2001 due to the benefit of interest rate
swaps.

Capital Expenditures

Capital expenditures (excluding acquisitions) were $10.6 million
in the third quarter 2002, a $24.7 million decline compared to
the third quarter 2001. The majority of capital in the third
quarter 2002 was allocated to the development of onshore
California oil and gas properties.

Balance Sheet

Significant cash on hand combined with the issuance of two
million shares of Nuevo common stock enabled the Company to
complete a $101 million acquisition in the third quarter 2002
while debt outstanding of $454 million remained essentially
unchanged from year-end 2001. At September 30, 2002, Nuevo had
$91 million available and undrawn under its bank credit
facility.

                       Financial Guidance

The fourth quarter 2002 financial and operating guidance is
provided in a separate press release and will be posted on
Nuevo's web site.

Nuevo Energy Company is a Houston, Texas-based company primarily
engaged in the acquisition, exploitation, development,
production, and exploration of crude oil and natural gas.
Nuevo's domestic properties are located onshore and offshore
California and in West Texas. Nuevo is the largest independent
producer of oil and gas in California. The Company's
international properties are located offshore the Republic of
Congo in West Africa and onshore the Republic of Tunisia in
North Africa. To learn more about Nuevo, please refer to the
Company's internet site at http://www.nuevoenergy.com


OWENS: Asks to Have Lease Decision Period Extended Until June 4
---------------------------------------------------------------
Without prejudice to their seeking further extension, Owens
Corning, and its debtor-affiliates ask the Court to extend the
time within which they must elect to assume or reject unexpired
leases of non-residential real property to June 4, 2003.

The requested extension is subject to the rights of each lessor
to request, upon appropriate notice and motion, that the Court
shorten the Extension Period and specify a period of time in
which the Debtors must determine whether to assume or reject a
lease.

J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, relates that the Debtors are lessees under hundreds of
unexpired leases of non-residential real property, most of which
are for space used for conducting the production, warehousing,
distribution, sales, sourcing, accounting and general
administrative functions of the Debtors' businesses.

In determining whether cause exists for an extension of the
assumption or rejection time period, courts have routinely
relied on several factors, including:

-- whether the case is complex and involves a large number of
   leases;

-- whether the leases are among the primary assets of the
   debtor; and

-- whether the lessor continues to receive postpetition rental
   payments.

Ms. Stickles asserts that the Court should grant the requested
extension because the Debtors have met these criteria.  The
Debtors have a large and complex portfolio of unexpired leases
and the largeness and complexity of the Debtors' Chapter 11
cases cannot be denied.  As of the Petition Date, the Debtors
had assets exceeding $6,000,000,000, employed more than 20,000
employees and operated production and distribution facilities in
locations throughout the United States, many of which are
located in leased premises that are the subject of the Unexpired
Leases. Apart from their size, Ms. Stickles points out that the
Debtors' cases are extremely complex because they involve 18
debtors and dozens of non-debtor entities with assets and
business operations spread throughout the United States and
numerous foreign countries.  The Debtors' cases, in addition,
have complex inter-creditor issues involving numerous competing
creditor groups including bond holders, an unsecured bank group,
trade creditors and the creditors holding so-called present and
future asbestos claims.

The unexpired leases are vital to the Debtors' reorganization
efforts and, thus, constitute an integral component of the
Debtors' strategic business plan.  The Debtors, Ms. Stickles
assures the Court, have remained current on all of their
postpetition rent obligations so as not to prejudice the
landlords of the properties that are subject to the leases.

The Debtors are presently preparing a Reorganization Plan and
Disclosure Statement, which will address the assumption or
rejection of the unexpired leases.  Ms. Stickles is concerned
that if the Debtors were to address the leases on a case-to-case
basis now, on the eve of the filing of a Plan, there would be an
enormous waste of the resources of the Debtors and the Court.
(Owens Corning Bankruptcy News, Issue No. 40; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


PCNET INT'L: Units Get CCAA Protection to Finalize Refinancing
--------------------------------------------------------------
PCNET International Inc. (TSX-V: PCT), filed a consolidated Plan
of Arrangement for PCNET and certain of its subsidiaries with
the court on November 6, 2002. The company will mail the Plan of
Arrangement and other materials to its creditors no later than
November 14, 2002.  PCNET has also set December 4, 2002 as the
date for the creditor's meeting and vote on the Plan of
Arrangement. With a creditor's vote scheduled only 65 days upon
entering CCAA, PCNET is on track for the expedient resolution of
the CCAA process as originally planned.

"We are pleased that PCNET has completed the initial stage of
the CCAA proceedings and has now finalized a firm timeline to
successfully bring the process to a vote of the creditors on the
restructuring proposal" says Brad Williams, CFO.

PCNET has also announced that the Corporation and its
subsidiaries, IMG Resource Services and 532874 BC Ltd. have
successfully applied for and obtained protection under the
Companies' Creditors Arrangement Act (CCAA) pursuant to an Order
from the British Columbia Supreme Court.  "Since filing for
protection on September 30, 2002, we have aggressively reshaped
the company, and are pleased to have a restructuring solution
rather than a liquidation of assets" says Peter Casson, CEO.
"The inclusion of PCNET and the remaining operating subsidiaries
of the corporation allow PCNET to finalize the structural
requirements of our consolidated Plan of Arrangement."

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

PCNET International Inc. (TSE-V: PCT) is a leading Internet
Access Provider with its head office in Victoria British
Columbia.  Since its inception in 1995, PCNET has grown to be
one of Western Canada's largest ISPs.  PCNET provides a full
range of retail and wholesale Internet services including dial-
up and high speed Internet access, website hosting, server co-
location and computer hardware sales.


PG&E NATIONAL: Shutting Down Spencer Station Facility in Texas
--------------------------------------------------------------
PG&E Corp.'s PG&E National Energy Group Inc. unit plans to shut
down its Spencer Station Generating facility in Denton, Texas,
Dow Jones reported. In a press release on Tuesday, November 5,
2002, PG&E National Energy said it expects to complete the shut-
down process by December 31 and will offer the plant's 27
employees severance and other benefits. PG&E National Energy
decided to shut down the facility because of the increased cost
of doing business across the entire wholesale power sector and a
slowdown in the growth of demand for electric power because of
current economic conditions. As reported, PG&E Corp., the San
Francisco electricity and natural-gas company whose regulated
utility is already operating under bankruptcy protection, is
looking for a buyer for all or part of PG&E National Energy to
resolve its debt crisis. (ABI World, Nov. 6)


PHOENIX INDEMNITY: AM Best Reviewing D Financial Strength Rating
----------------------------------------------------------------
A.M. Best Co., has placed Phoenix Indemnity Insurance Company's
'D' (Poor) financial strength rating under review with positive
implications, BestWire reported, adding that the current rating
outlook is negative.

This rating action follows the Company's announcement that its
ownership is in the process of being transferred to Hallmark
Financial Services, Inc., as part of Hallmark's purchase from
LaSalle Bank of a promissory note payable by Phoenix's parent,
Millers American Group, Inc.  The purchase price was pegged at
$6.5 million.

In addition, the report said that the Millers' defaulted note
has an outstanding balance of around $15 million and is secured
by the capital stock of Phoenix and its affiliate, Millers
Insurance Company.


PRIMUS TELECOM: Sept. 30 Net Capital Deficit Tops $183 Million
--------------------------------------------------------------
PRIMUS Telecommunications Group, Incorporated (Nasdaq:PRTL), a
global facilities-based Total Service Provider offering an
integrated portfolio of voice, data, Internet, and Web hosting
services, announced results for the third quarter of 2002.

"As PRIMUS's financial results for the third quarter of 2002
demonstrate, our Company continues to perform admirably in an
extremely challenging market," said K. Paul Singh, Chairman and
Chief Executive Officer of PRIMUS. "PRIMUS continues to outpace
industry performance. Specifically, we reported another
consecutive quarter of revenue growth and record EBITDA
(earnings before interest, taxes, depreciation and amortization)
and record operating income. Our EBITDA, which has been
expanding over the last six quarters, grew to a record level of
$26 million in the third quarter -- a growth of nearly 250% as
compared to the comparable quarter last year. On an annualized
basis, our EBITDA for the first time exceeds $100 million.

"It is now clear that PRIMUS is in a new phase, focusing on the
growth of revenues and EBITDA as evidenced by our recent
transaction involving the acquisition of the United States
retail customer base of Cable & Wireless. Additionally, with our
available cash resources, our current and projected EBITDA
generation, and assuming a stable to modestly improving business
environment, we believe that the Company's ability to continue
to generate positive cash flow from operations substantially
reduces the need for additional funding for the foreseeable
future. However, to support our ongoing efforts to reduce debt
and to enhance our cash flow through growth, the Company is
actively pursuing debt and equity financing possibilities on
terms favorable to the Company. We are encouraged that, as our
operating performance and balance sheet continue to improve, our
prospects for additional funding are enhanced.

"Also encouraging is how PRIMUS has further positioned itself
for profitable growth. During the quarter, we announced a key
relationship with Microsoft Corp. which leverages our burgeoning
strength in voice-over-Internet-protocol (VoIP) to launch a
service for consumers. The endorsement by Microsoft enables
PRIMUS to offer voice services to MSN Messenger Service
customers in Australia, Canada, the United Kingdom and the
United States, our four largest operating markets. We also have
endorsements from Hewlett-Packard Corp. and Apple Computer, Inc.
for Internet access services in Australia. Solidifying its
position in the Australian Internet market, PRIMUS Australia was
selected as the Best ISP in the 2002 Australian Telecom Awards
ceremony."

               Third Quarter Financial Results

PRIMUS's net revenue in the third quarter of 2002 was $261
million, compared to $251 million in the second quarter of 2002
and $272 million in the third quarter of 2001. "Organic growth
in our retail units as well as our carrier division contributed
to the overall increase in revenue," stated Neil L. Hazard,
Executive Vice President and Chief Operating and Financial
Officer of PRIMUS. "The overall revenue growth was achieved
through a combination of an increase in the volume of minutes,
growth of our customer base to 2.8 million, and relatively
stable pricing. We expect future revenue growth as a result of
our recent acquisition of the United States retail customer base
of Cable & Wireless, which is expected to be realized beginning
in the first quarter of 2003."

Geographically, all three PRIMUS regions reported an increase in
revenue in the third quarter of 2002. Net revenue for the third
quarter was derived geographically as follows: 37% from North
America, 36% from Europe, and 27% from Asia-Pacific. Net revenue
by customer type was 76% retail (27% business and 49%
residential) and 24% carrier. Data/Internet and VoIP services
revenues grew to $44 million and represented 17% of total
revenue in the third quarter, compared to $40 million and 15% in
the same period last year. Voice revenues accounted for 83% of
revenue in the third quarter, which is a decrease from 85% in
the year-ago quarter.

Gross margin for the third quarter of 2002 was $90 million,
which was 34.4% of net revenue, compared with $85 million and
34.0% of net revenue for the second quarter of 2002, and $77
million and 28.4% of net revenue in the year-ago quarter.

Selling, general, and administrative expenses for the third
quarter of 2002 were $64 million or 24.4% of net revenue,
compared to $62 million or 24.5% of net revenue in the second
quarter of 2002 and $70 million or 25.6% of net revenue for the
third quarter of 2001. "PRIMUS continues to effectively manage
its costs in an effort to maximize operational efficiencies and
increase EBITDA," stated Mr. Hazard.

EBITDA for the third quarter of 2002 was a record $26 million,
representing a 10% increase from the $24 million EBITDA recorded
in the second quarter of 2002, and more than triple the amount
of third quarter 2001 EBITDA of $8 million. PRIMUS achieved a
record EBITDA as a percentage of revenue of 10% in the third
quarter. Operating income in the third quarter was a record $6
million, an increase of $2 million sequentially from $4 million
in the second quarter of 2002, compared to a loss of $33 million
in the year-ago quarter.

PRIMUS had a net loss of $27 million in the third quarter of
2002, compared with a net profit of $46 million for the third
quarter of 2001, which included an extraordinary gain, net of
tax, of $99 million, which was attributable to the repurchase of
debt. During the third quarter, PRIMUS took a charge of $13
million for a write-off associated with an equity investment in
a low-margin Internet access business in France. The weighted
average number of basic and diluted common shares outstanding
this quarter was 64.9 million compared to 52.6 million for the
third quarter of 2001.

                    Financial Results Guidance

"With the revenue growth achieved over the last two quarters, we
are confident of meeting our revenue goal for 2002 of $1
billion," said Mr. Hazard. "Similarly, with our increasing
levels of EBITDA generation over the last five quarters, we are
also confident of attaining the high end of our full year 2002
EBITDA goal in the range of $95 million to $100 million. The
Company expects its full year 2002 capital expenditures to be in
the range of $25 million to $30 million." The Company plans to
provide guidance for 2003 early in the first quarter of 2003.

                  Liquidity and Capital Resources

During the third quarter, the Company generated net cash,
restricted and unrestricted, of $11 million. PRIMUS generated
positive cash flow from operations and working capital of $22
million, paid $9 million for capital expenditures, paid $3
million to reduce debt, and had $1 million from favorable
foreign currency exchange rate gains. Cash interest payments in
the third quarter were $19 million, compared to $26 million in
the year-ago period. The decline in interest payments is
primarily due to the Company's debt reduction efforts.

At September 30, 2002, PRIMUS had cash and restricted cash of
$79 million, as compared to $68 million at the end of the second
quarter. Long-term debt consisted of $390 million of senior
notes, $71 million of convertible debentures, and $153 million
of vendor and other debt. During the third quarter, PRIMUS
eliminated $5 million in vendor debt through a negotiated
settlement. PRIMUS had $351 million of net property, plant and
equipment and $165 million of net accounts receivables at the
end of the third quarter 2002.

At September 30, 2002, the Company's balance sheets show a
working capital deficiency of about $85 million, and a total
shareholders' equity deficit of close to $183 million.

PRIMUS Telecommunications Group, Incorporated (NASDAQ:PRTL) is a
global facilities-based Total Service Provider offering bundled
data, Internet, digital subscriber line, e-commerce, Web
hosting, enhanced application, virtual private network, voice
and other value-added services. The Company owns and operates an
extensive global backbone network of owned and leased
transmission facilities, including over 300 points-of-presence
throughout the world, ownership interests in over 23 undersea
fiber optic cable systems, 19 international gateway and domestic
switches, and a variety of operating relationships that allow
the Company to deliver traffic worldwide. PRIMUS has been
expanding its e-commerce and Internet capabilities with the
deployment of a global state-of-the-art broadband fiber optic
ATM+IP network. Founded in 1994 and based in McLean, VA, the
Company serves corporate, small- and medium-sized businesses,
residential and data, ISP and telecommunication carrier
customers primarily located in the North America, Europe and
Asia-Pacific regions of the world. News and information are
available at the Company's Web site at http://www.primustel.com

DebtTraders reports that Primus Telecommunications Group's
11.750% bonds due 2004 (PRTL04USR1) are trading between 55 and
58. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=PRTL04USR1
for real-time bond pricing.


RENAISSANCE HEALTH: S&P Reduces Financial Strength Rating to R
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'R' financial
strength rating to Renaissance Health Plan after the Ohio
Department of Insurance placed the company into liquidation. The
Department had placed the company into rehabilitation on August
22, 2002, and at the time announced a plan to pursue liquidation
after a brief transition stage.

"As of March 2002, the company reported a 2001 year-end net
worth of $891,953," said Standard & Poor's credit analyst Neilay
Mehta. "Independent auditors, however, reported a considerable
deficit for the same period. This deficit had grown
substantially by second-quarter 2002, as reported on the
financial statement filed with the Ohio Insurance Department,"
Mehta added.

After posting losses in its commercial and Medicare health plans
throughout 2001, the company ended those products, hired new
management, and pursued a buyer for its profitable Medicaid
program, with 35,500 enrollees as of August 1, 2002. When a last
minute deal fell through in August, ODJFS discontinued its
relationship with Renaissance and converted the Medicaid
enrollees from the HMO to a fee-for-service plan.

State insurance officials took the public action to protect
consumers and other creditors through financial solvency
regulations outlined by state law.

Renaissance Health Plan, formerly known as Emerald HMO, was
founded in 1994, purchased in early 2000, and subsequently
renamed. It was one of seven HMOs serving Medicaid patients in
Cuyahoga, Lorain, and Summit counties. The Ohio Department of
Job and Family Services (ODJFS) subsidized the Medicaid business
of Renaissance.

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


REXNORD CORP: Moody's Assigns Initial Low-B Credit/Debt Ratings
---------------------------------------------------------------
Moody's Investors Service assigned initial ratings to Rexnord
Corporation. Outlook is stable.

                     Assigned Ratings:

      * B3 - proposed $225 million of senior subordinated
        notes, due 2012,

      * B1 - proposed $75 million senior secured revolving
        credit facility, due 2008,

      * B1 - proposed $360 million senior secured term
        loan, due 2009,

      * B1 - senior implied rating, and

      * B2 - issuer rating

The initial ratings reflect Moody's concerns on its highly
cyclical end-markets, fluctuating financial performance, slow
cash flow and the challenges Rexnord encounters in its economic
environment. However those issues are offset by the company's
strong market position, and the strong potential for a good
financial performance in the near future.

Rexnord Corporation is a leading mechanical power transmission
components manufacturer in the US, with LTM (September 2002)
revenues of $724 million. The company is headquartered in in
Milwaukee, Wisconsin.


RFS ECUSTA: Gets Nod to Retain Delaware Claims as Claims Agent
--------------------------------------------------------------
RFS Ecusta Inc., and RFS US Inc., sought and obtained approval
from the U.S. Bankruptcy Court for the District of Delaware to
engage the services of Delaware Claims Agency, LLC as Claims,
Noticing and Balloting Agent in connection with these chapter 11
cases.

The Debtors tell the Court that they have over 200 creditors,
making it burdensome for the Clerk of the Court to serve claims,
noticing and balloting agent in these cases, and require the
appointment of an outside claims agent.

As Debtors' Claims Agent, Delaware Claims will be:

  a) relieving the Clerk's Office of all noticing under any
     applicable rule of bankruptcy procedure;

  b) filing with the Clerk's Office a certificate of service,
     within 10 days after each service, which includes a copy of
     the notice, a list of persons to whom it was mailed and the
     date mailed;

  c) maintaining an up-to-date mailing list of all entities that
     have requested service of pleadings in these cases and a
     master service list of creditors and other parties in
     interest, which lists shall available upon request of the
     Clerk's Office;

  d) complying with applicable state, municipal and local laws
     and rules, order, regulations and requirement of Federal
     Government Department and Bureaus;

  e) relieving the Clerk's Office of all noticing under any
     applicable rule of bankruptcy procedure relating to the
     institution of a claims bar date and processing of claims;

  f) at any time, upon request, satisfying the Court that it has
     the capability to efficiently and effectively notice,
     docket and maintain proofs of claim;

  g) furnishing a notice of bar date approved by the Court for
     the filing of a proof of claim (including coordination of
     publication) and a form for filing a proof of claim to each
     creditor notified of the filing;

  h) maintaining all proofs of claim filed;

  i) maintaining an official claims register by docketing all
     proofs of claim on a register containing certain
     information, including:

      i)  the name and address of claimant and agent, if agent
          filed proof of claim;

      ii) the date received;

     iii) the claim number assigned;

      iv) the amount and classification asserted;

       v) the comparative, scheduled amount of the creditor's
          claim; and

     vi) pertinent comments concerning disposition of claims;

  j) maintaining the original proofs of claim in correct claim
     number order, in an environmentally secure area, and
     protecting the integrity of these original documents from
     theft and or alteration;

  k) transmitting to the Clerk's Office an official copy of the
     claims register on a monthly basis, unless requested in
     writing by the Clerk's Office on a more or less frequent
     basis;

  l) maintaining an up-to-date mailing list for all entities
     that have filed a proof of claim, which list shall be
     available upon request of a party in interest or the
     Clerk's Office;

  m) being open to the public for examination of the original
     proofs of claim without charge during regular business
     hours;

  n) recording all transfers of claims pursuant to Bankruptcy
     Rule 3001(e) and provide notice of the transfer as required
     by the Bankruptcy Rule 3001(e);

  o) recording court orders concerning claims resolution;

  p) making all original documents available to the Clerk's
     Office on an expedited immediate basis;

  q) promptly complying with such further conditions and
     requirement as the Clerk's Office may prescribe; and

  r) providing balloting services in connection with the
     solicitation process for any chapter 11 plan to which a
     disclosure statement has been approved by the Court.

In the event that services are requested and performed outside
normal business hours, these rates will be adjusted upward by
20%:

          Senior Consultants              $130 per hour
          Technical Consultants           $115 per hour
          Associate Consultant            $100 per hour
          Processors and Coordinators     $ 50 per hour

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


ROMACORP: Revenues Decrease by $3.6 Million in Sept. Quarter
------------------------------------------------------------
Romacorp, Inc., announced results for its second quarter ended
September 22, 2002.

Revenue for the quarter decreased $3.6 million, or 11.3% to
$28.0 million as compared with the same quarter of the prior
year. For the year-to-date, revenue decreased $6.8 million, or
10.5% to $58.3 million as compared with the same period of the
prior year. Of this decrease, the closure of five restaurants
during the prior fiscal year resulted in a sales decrease of
$1.7 million for the quarter and $3.4 million for the year-to-
date. The remaining decrease is due primarily to sales declines
at comparable restaurants of 7.1% for the quarter and 6.0% for
the year-to-date.

During the second quarter, franchisees opened restaurants in
Primm Valley, Nevada; Seoul, Korea; Campinas, Brazil; and
Caracas, Venezuela. One franchised restaurant in Puerto Rico was
closed. The new restaurant in Venezuela represents the fourth
mall-based Rib Express in that country.

For the quarter, EBITDA decreased 10.6% to $2.4 million from
$2.7 million during the same quarter of the prior year while on
a year-to-date basis, EBITDA of $4.9 million was 19.0% lower
than the prior year amount of $6.1 million. For the quarter and
year-to-date periods, the EBITDA decrease is due primarily to
the sales shortfall, higher group insurance, workers'
compensation insurance and repair and maintenance costs
partially offset by lower cost of sales associated with lower
rib prices during the current year.

The net loss for the quarter was $651,000 compared with a net
loss of $634,000 during the same quarter of the prior year. On a
year-to-date basis, the net loss was $1.1 million compared to a
net loss of $635,000 during the prior year. During the quarter,
the Company recorded a gain on the sale of one property of
$118,000 versus a loss on sale of assets of $52,000 recorded
during the same quarter of the prior year.

Frank H. Steed, Chief Executive Officer and President,
commented, "The sales decrease experienced by our company during
the second quarter is reflective of continued economic softness
and our higher use of discount promotions during the same
quarter of the prior fiscal year. We were excited to open the
first Tony Roma's in Brazil during the quarter and the continued
expansion of our franchise system is encouraging."

Romacorp, Inc., operates and franchises Tony Roma's restaurants,
the world's largest casual dining restaurant chain specializing
in ribs. The Company currently operates 56 restaurants and
franchises 257 restaurants in 29 states and 26 countries and
territories.

                        *   *   *

As previously reported, Standard & Poor's Ratings Services
raised its corporate credit rating on casual dining restaurant
operator Romacorp Inc., and parent Roma Restaurant Holdings
Inc., to triple-'C'-minus from 'D' following the company's
delayed payment of interest to holders of its $57 million 12%
senior unsecured notes due in 2006. The outlook is negative.


ROMARCO MINERALS: Appoints Two New Independent Board Directors
--------------------------------------------------------------
Romarco Minerals Inc. (TSXV:  "R") announces the Robert van
Doorn and R.J. (Don) MacDonald have been appointed as two new
independent directors to the Romarco board of directors
effective November 1, 2002.  Judith Robinson tendered her
resignation as a director effective November 1, 2002.  The
Romarco Board is now comprised of five directors, two of whom
are independent.

At the annual and special meeting of shareholders of Romarco to
be held on November 22, 2002, two additional new independent
directors will stand for election; namely Leendert Krol and
David Beling.  In addition to Messrs. van Doorn, MacDonald, Krol
and Beling, Diane Garrett, President and Chief Executive Officer
of Romarco, Joseph van Bastelaar, Chairman of the Romarco Board
and Gary Nobrega, Chief Financial Officer of Romarco will stand
for re-election at the upcoming Meeting.  The Romarco Board will
then be comprised of seven directors, four of whom will be
independent and unrelated.  The professionalism, skills and
expertise that this new board possesses will be extremely
valuable to the Company in its future growth.

Collectively, Messrs. van Doorn, MacDonald, Krol and Beling have
more than 100 years of extensive experience in the precious
metals sector and will serve the Romarco Board as independent
unrelated directors.  Management of Romarco is excited about the
prospect of their future contributions in the refocus of the
Company in the precious metals sector.

Robert van Doorn (M.Sc. Mining Engineering, MBA) is a senior
mining consultant and was a mining specialist at Loewen,
Ondaatje, McCutcheon from 1993-1995 and from 1997 to 2002.  From
1995 to 1997, Mr. van Doorn was the global gold analyst at
Morgan Stanley & Co. in New York.  He has more than 20 years of
experience in the mining industry, including 31/2 years in the
business development group of Billiton International Metals.

R.J. (Don) MacDonald (M.A. Engineering, C.A.) is the Senior Vice
President (Senior VP) and Chief Financial Officer (CFO) of
Forbes Medi-Tech Inc.  Prior thereto, Mr. MacDonald was the
Senior VP and CFO of De Beers Canada Mining Inc. and Senior VP
Finance and CFO of Dayton Mining Corporation from 1991 to
November 1999.  Over the last 20 years, Mr. MacDonald has been
directly involved in the operation or development of nine mines
in North and South America.  Mr. MacDonald was also instrumental
in the completion of over Cdn.$500 million in international
mining project financings and Cdn.$500 million in mining mergers
and acquisitions.

Leendert G. Krol (M.Sc. Geology) is an independent mining
consultant and has 34 years of diversified experience in the
mining industry, including 15 years with Newmont Mining
Corporation, where Mr. Krol was in charge of international
exploration.  Prior thereto, Mr. Krol was with Anglo American
Corporation of South Africa Ltd., De Beers and Anaconda Minerals
Company and worked as an independent consultant for The Dow
Chemical Company.

David C. Beling (P.E., B.Sc. Mining Engineering) is an
independent management and professional consultant with 38 years
of experience in the mining industry, including 30 years as a
Corporate Executive, Director and General Manager.  Since 1997,
Mr. Beling has provided independent corporate and general
management, project evaluation and strategic planning services
to several international mining companies.  During the previous
10 years, Mr. Beling was President and General Manager of AZCO
Mining Inc. and the Senior Vice President of Hycroft Resources
and Development Inc.

The management information circular, notice of meeting, proxy,
supplemental mailing list return card and letter of transmittal
(the "Meeting Materials") with respect to the distribution by
Tullaree Capital Inc. of the shares held by Romarco to Romarco's
shareholders has been mail distributed to shareholders of
record.  Please contact Kiomi Mori, Legal Assistant of Romarco
at (416) 214-1900, Ext. 227 or by e-mail at kiomi@romarco.com if
you are a shareholder and have not yet received the Meeting
Materials.

                        *   *   *

As previously reported in the September 30, 2002, edition of the
Troubled Company Reporter, the statutory plan of arrangement of
Romarco Minerals Inc., (TSXV: "R") has been conditionally
accepted by the TSX Venture Exchange by letter dated
September 19, 2002.

Management and the Independent Committee fully expect to be able
to fulfill all of the conditions set out in the Exchange's
letter within the imposed timeframe. Romarco will next make
application to the Court for an interim order in connection with
the Arrangement which forms part of its restructuring plan. In
prior press releases issued on May 16 and 22 and June 13, 2002,

Romarco announced that the restructuring plan pursuant to the
Arrangement will consist of (i) the unwinding of Romarco's
agreement with GMS Worldwide Inc., and the subsequent
cancellation of 5 million common shares of Romarco currently
held in escrow for the benefit of the former GMS shareholders;
(ii) Romarco's intention to exclusively focus on the precious
metals industry; and (iii) the distribution of the Tullaree
shares held by Romarco to its shareholders. Approximately
39,583,000 Tullaree shares will be distributed to Romarco
shareholders on a ratio of approximately 1.79 Tullaree
shares for every Romarco share they own. The distribution of the
Tullaree shares to Romarco shareholders will significantly
broaden the Tullaree shareholder base and will provide an
excellent opportunity for Romarco shareholders to directly
participate in an investment company.


SPARTAN STORES: Hires Korn/Ferry to Search for Next Chairman/CEO
----------------------------------------------------------------
According to a F&D Reports (November 4 Edition) news item,
Korn/Ferry International has been hired to commence a search for
the successor of James B. Meyer, current chairman, president and
CEO of Spartan Stores. Mr. Meyer plans to retire next year and
the exact date of his retirement will, according to the company,
"be based on the time necessary to achieve an orderly and
seamless transition."

                         *   *   *

As previously reported, Standard & Poor's assigned its single-
'B' rating to Spartan Stores Inc.'s planned $200 million senior
subordinated note offering due in 2012. These notes will be used
to refinance a portion of the company's senior secured debt. The
company operates retail food stores and is a wholesale food
distributor. A double-'B'-minus corporate credit rating was also
assigned to Grand Rapids, Michigan-based Spartan. The outlook is
negative. Pro forma total debt is expected to be about $330
million.


SUPRA TELECOM: Court Reduces BellSouth's Bill by over 50%
---------------------------------------------------------
The Federal Bankruptcy Court in Miami on Tuesday, reduced
BellSouth's bill to Supra by more than 50 percent and denied
BellSouth's request for a deposit of $26.2 million to continue
to provide service to their biggest competitor - Supra Telecom.
The court case number is 02-41250-BKC-RAM.

"We are encouraged with this ruling and view it as a step in the
right direction," said Russ Lambert, Chief Operating Officer,
Supra Telecom. "Receiving an accurate bill and the revenues and
revenue data owed to us is the bottom line in this dispute."

BellSouth earlier claimed Supra owed it $18 million in press
announcements made the week of October 21, 2002, but after the
two-day hearing held November 3rd and 4th, the Court found that
the bill was approximately $7.5 million.

The Court also found that BellSouth likely owes Supra for access
revenues, but declined to establish an amount instead deferring
to the ongoing accounting of BellSouth's records earlier ordered
by a Tribunal.

Moving forward, the Court ordered that Supra pay the adjusted
amount for services on a weekly basis. The Court further ordered
that the $7.5 million may be adjusted further to accurately
reflect Supra's number of customers and actual volume of usage
as determined by the outside accounting. "We fully intend to
comply with the courts requirements and continue to look forward
to the results of the accounting," said Lambert.

To date, BellSouth has refused to connect Supra to its LENS
network connection, which allows Supra to manage its existing
customers, as well as signing-up new customers. Supra has a
tentative hearing set for November 18, 2002 to request the Court
to order BellSouth to reconnect the LENS system.

Supra Telecom is a Miami-based Competitive Local Exchange
Carrier offering affordable Local, Long Distance and Internet
access services. To learn more about Supra Telecom(SM) call
toll-free at 1-888-31-SUPRA (78772), or visit the company's Web
site at http://www.supratelecom.com


SUPRA TELECOM: Makes First Payment of $3.5 Million to BellSouth
---------------------------------------------------------------
Supra Telecom made initial payment of $7.5 million to BellSouth
Corporation Thursday, as mandated by Judge Robert Mark of the
U.S. Bankruptcy Court for the District of Florida (in Dade),
Alex Veiga of the Associated Press reports.

In response to Thursday's event, BellSouth commented:

"It is a sad commentary when a company determines that paying
its bill is newsworthy. But it is a refreshing change to have
Supra pay its bills at all, much less on time," said BellSouth
spokesman Spero Canton.

"Of course it is only due to the order from the Bankruptcy Court
and the knowledge that it will be disconnected immediately if it
fails to pay each week that Supra has decided to pay some of the
bill.

"What Supra is omitting in all of its rhetoric is that BellSouth
reduced its monthly charges to $8.4 million on a going forward
basis due to lower UNE-P prices and Supra's claim it lost 40,000
customers. Additionally BellSouth told the Court they were
willing to waive the deposit if BellSouth would be allowed to
immediately disconnect Supra should they fail to make a weekly
payment.

"The $18 million August bill submitted to Supra Telecom was
accurate and included higher UNE-P rates, a higher volume of
customers, late payment fees and interest charges."

Founded in 1996 by Kay Ramos, Miami-based Supra Telecom is a
reliable and affordable, Competitive Local Exchange Carrier
offering Local, Long Distance and Internet Access
telecommunication services to homes and small business customers
here in Florida. The Company filed for Chapter 11 reorganization
on October 23, 2002.


TESORO PETROLEUM: Third Quarter Net Loss Reaches $16 Million
------------------------------------------------------------
Tesoro Petroleum Corporation (NYSE:TSO) -- whose Corporate
Credit Rating has been downgraded by Standard & Poor's to
'double-B-minus' -- reported a net loss of $15.8 million for the
third quarter of 2002 compared to net earnings of $32.8 million
for the third quarter of 2001.

The Company reported a net loss of $89.3 million for the nine
months ended Sept. 30, 2002, compared to net earnings of $84.0
million for the corresponding period in 2001. The year-to-date
results for 2002 include acquisition-related charges of
approximately $17 million pretax.

"Industry crack spreads declined from the levels experienced
during the second quarter due to higher crude prices coupled
with record gasoline production from domestic refiners and
record gasoline imports from foreign producers. Despite this
weakness, our refining segment posted operating income of $33.3
million," said Bruce A. Smith, Chairman, President and CEO of
Tesoro. "Our retail system posted operating income of $3.5
million, an increase of $10.9 million over our second quarter
results, due to higher fuel margins coupled with stronger fuel
and merchandise sales."

"In the last two weeks of October, industry margins improved
significantly as the price of crude oil declined and the
industry saw both planned and unplanned refining production
cuts. If improved margins continue and assuming reasonable
product demand, the fourth quarter has the potential to be much
stronger," said Smith.

Tesoro Petroleum Corporation, a Fortune 500 Company, is an
independent refiner and marketer of petroleum products and
provider of marine logistics services. Tesoro operates six
refineries in the western United States with a combined capacity
of nearly 560,000 barrels per day. Tesoro's retail-marketing
system includes over 660 branded retail stations, of which 300
are company owned under the Tesoro(R), Mirastar(R) and Beacon(R)
brands.

DebtTraders reports that Tesoro Petroleum Corp.'s 9.625% bonds
due 2012 (TSO12USS1) are trading between 56 and 58. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=TSO12USS1for
real-time bond pricing.


TRENWICK GROUP: Third Quarter Net Loss Burgeons to $137 Million
---------------------------------------------------------------
Trenwick Group Ltd., reported an operating loss of $135.0
million for the third quarter of 2002 and an operating loss of
$142.6 million for the first nine months of 2002. Trenwick's
operating loss for the third quarter of 2002 resulted
principally from $90.7 million of loss reserve increases
recorded in Trenwick's United States operating subsidiaries and
Trenwick International Limited and a $54.5 million loss related
to the establishment of a deferred tax valuation reserve in
connection with Trenwick's U.S. operations. The loss reserve
increases emanate from reported loss activity with related
increases in incurred but not reported reserves, predominantly
for accident years 1997 through 2000, as well as a reassessment
of appropriate reserve levels. Trenwick's operating results for
the first nine months of 2002 were adversely affected by the
third quarter loss reserve increase, deferred tax valuation
reserve and approximately $23 million of loss development
related to the September 11th terrorist attacks recorded in the
first quarter of 2002.

W. Marston Becker, Acting Chairman and Acting Chief Executive
Officer, stated, "The increase in Trenwick's loss reserves and
the introduction of a deferred tax valuation reserve in the
third quarter reflects Trenwick's commitment to improving the
quality of its balance sheet. These actions, along with any
appropriate adjustments to loss reserves following completion of
the current review by independent actuarial consultants, will
provide Trenwick with an appropriate base upon which it can
rebuild credibility with policyholders, rating agencies,
creditors and investors."

Trenwick's gross and net premium writings totaled $389.8 million
and $182.3 million, respectively, for the quarter ended
September 30, 2002 and $367.5 million and $242.8 million,
respectively, for the quarter ended September 30, 2001. For the
first nine months of 2002, gross and net premium writings
totaled $1,305.3 million and $763.2 million, respectively,
compared to gross and net premiums writings for the first nine
months of 2001 of $1,060.7 million and $748.4 million,
respectively.

As previously announced, on September 19, 2002 Berkshire
Hathaway agreed to provide additional Lloyd's funding and a
qualifying quota share reinsurance facility to Trenwick's
Lloyd's Syndicate 839. The reduction in Trenwick's net premium
writings for the third quarter and the first nine months of 2002
compared to 2001 was due to $93.8 million of cessions made to
Berkshire Hathaway under its agreements with Trenwick's Lloyd's
Syndicate 839.

The combined loss and expense ratio for Trenwick for the third
quarter of 2002 was 145.1% compared to a combined loss and
expense ratio of 150.4% for the third quarter of 2001. The 2002
third quarter results include 46.5 percentage points related to
adverse loss reserve development for 2000 and prior accident
years. The 2001 third quarter results include 43.4 percentage
points of unusual losses, principally related to the September
11th terrorist attacks. Trenwick's combined loss and expense
ratio for the first nine months of 2002 was 118.7% compared to a
combined loss and expense ratio of 133.8% for the first nine
months of 2001. The 2002 year to date results include 22.2
percentage points related to adverse loss reserve development of
2000 and prior accident years and 3.2 percentage points related
to adverse loss reserve development related to the September
11th terrorist attacks. The results for the first nine months of
2001 include 17.7 percentage points for abnormal catastrophe
losses and 11.5 percentage points relating primarily to loss
reserve strengthening reported in the second quarter of 2001.

                           Net Income

Trenwick reported a net loss available to common shareholders of
$137.2 million for the third quarter of 2002, compared to a net
loss of $96.1 million for the third quarter of 2001. The largest
contributor to the net loss in the third quarter of 2002 was the
increase in loss reserves related to adverse development of 2000
and prior accident years at Trenwick's United States
subsidiaries and Trenwick International Limited. The third
quarter of 2002 also included a non-cash charge of $54.5 million
or $1.48 per share primarily resulting from the establishment of
a 100% valuation allowance against its U.S. deferred tax asset
due to a determination in the third quarter that Trenwick's
cumulative financial accounting losses do not currently support
a position that it would be able to realize the tax benefits of
past losses in the future. Also included in the results of the
third quarter of 2002 is a reduction in operating earnings of
$5.5 million related to underwriting income ceded to Berkshire
Hathaway in connection with its agreements with Trenwick's
Lloyd's Syndicate 839. The 2001 third quarter net loss resulted
primarily from the $99.0 million, or $2.69 per share of
catastrophe losses, principally from the September 11, 2001
terrorist attacks.

For the first nine months of 2002, Trenwick reported a net loss
available to common shareholders of $188.0 million, compared to
a net loss of $128.0 million for the first nine months of 2001.
In addition to the third quarter loss reserve strengthening, the
establishment of a reserve against Trenwick's deferred tax asset
in the U.S. and the reduction in earnings from the Berkshire
Hathaway transaction, the results for the first nine months of
2002 included a charge of $41.7 million for the cumulative
effect of the change in accounting for goodwill, which resulted
from Trenwick's adoption of a new accounting standard effective
January 1, 2002. Also included in the results of the first nine
months of 2002 is a charge of $4.2 million (net of commission
income of $2.8 million) related to the previously reported sale
of the property catastrophe business of Trenwick's Bermuda
subsidiary, LaSalle Re Limited.

                         Investment Income

Trenwick's net investment income was $24.4 million in the
quarter ended September 30, 2002 compared to $30.8 million for
the quarter ended September 30, 2001. For the first nine months
of 2002, net investment income was $81.5 million compared to
$96.1 million for the first nine months of 2001. These decreases
are attributable to the reduction in invested assets in 2002 as
a result of the repayment of Trenwick's term loan facility
during the second quarter of 2002 combined with a decrease in
market yields over the course of 2002.

Trenwick posted net realized investment losses of $3.1 million
and net realized investment gains of $2.3 million in the quarter
and nine months ended September 30, 2002, compared to net
realized investment losses of $3.3 million and net realized
investment gains of $7.8 million for the same periods in 2001.
The losses recorded during the third quarter of 2002 were a
result of actions taken to reposition the investment portfolio
into higher quality fixed income securities. The realized losses
recorded during the 2001 quarter were a result of losses on the
sale of equity securities and on the write-down of certain
investments.

                       Shareholders' Equity

As of September 30, 2002, Trenwick's consolidated common
shareholders' equity totaled $321.9 million, or $8.75 per share,
compared to $498.3 million or $13.52 per share at December 31,
2001. The decrease in consolidated shareholders' equity resulted
mainly from the increase in loss reserves and the establishment
of a deferred tax valuation reserve in the third quarter of 2002
and the write down of all of Trenwick's goodwill from the
Trenwick-LaSalle business combination completed in 2000 as a
result of the adoption of a new accounting standard. As of
September 30, 2002, Trenwick has no goodwill on its balance
sheet and its GAAP and tangible book values are the same.

                           Cash Flow

During the third quarter and first nine months of 2002, Trenwick
reported positive cash flow from underwriting of $15.5 million
and $23.5 million, respectively, and positive cash flow from
operations of $34.9 million and $92.7 million, respectively.
This positive cash flow is a result of increased premium
writings combined with the decrease in interest expenses paid, a
result of repayment of Trenwick's term loan during the second
quarter of 2002. During the third quarter of 2001, Trenwick had
positive cash flow from underwriting of $33.9 million, and
positive cash flow from operations of $49.3 million, which
resulted principally from an increase in premium writings
combined with a decrease in paid losses on run-off business
acquired in previous business combinations. Cash flow from
financing activities for the quarter ended September 30, 2002
included $40.0 million in proceeds from the issuance of
Trenwick's Series B Cumulative Convertible Perpetual Preferred
Shares to European Reinsurance Company of Zurich, a subsidiary
of Swiss Reinsurance Company.

Effective January 1, 2002, Trenwick adopted a new standard which
suspended systematic goodwill amortization and instead uses
periodic tests for goodwill recoverability. Trenwick's Bermuda
holding company, LaSalle Re Holdings Limited, has credited the
negative goodwill balance of $11.6 million and based upon the
results of a combination of market value and cash flow tests,
Trenwick recorded a write down of all $53.2 million of the
remaining goodwill. Both actions were recorded as a cumulative
effect of an accounting change as of January 1, 2002.

                         Recent Developments

On October 18, 2002, A.M. Best Company lowered the ratings of
the operating subsidiaries of Trenwick. The downgrade in
Trenwick's A.M. Best ratings constituted an event of default
under Trenwick's bank credit facility, under which banks had
issued $226 million of letters of credit to support Trenwick's
underwriting at Lloyd's. Trenwick is currently in discussion
with the letter of credit providers regarding the current event
of default and letter of credit financing for Trenwick's
participation at Lloyd's for the 2003 underwriting year.

In response to the recent A.M. Best Company downgrades, on
October 25, 2002 Trenwick entered into an underwriting facility
with Chubb Re, Inc. The underwriting facility permits Trenwick
to underwrite up to $400 million of U.S. reinsurance business on
behalf of Chubb Re in the remainder of 2002 and 2003. Chubb Re
retains final underwriting authority and claims authority with
respect to all business generated through the underwriting
facility.

Trenwick also announced on October 25, 2002 that it had engaged
independent actuaries to conduct a review of Trenwick's reserves
for loss and loss adjustment expenses at each of its operating
subsidiaries. Trenwick expects that the reserve study will take
between 60 and 90 days to complete. Trenwick will record any
appropriate adjustments to its reserves based upon the
information provided by the reserve study in its reported
results for the fourth quarter of 2002.

In addition, Trenwick announced on October 30, 2002 that it
would cease underwriting its U.S. specialty program insurance
business effective immediately. Trenwick will continue to
administer and pay claims in connection with its previously
underwritten specialty program insurance policies.

Lastly, on November 4, 2002, National Indemnity Company, a
member of the Berkshire Hathaway group of insurance companies,
agreed to provide to Trenwick's Lloyd's Syndicate 839 (pound)100
million for the 2003 year of account, an increase from
(pound)62.5 million provided to Syndicate 839 for the 2002 year
of account. In addition, Berkshire Hathaway agreed to provide a
qualifying quota share reinsurance facility of (pound)30 million
to Syndicate 839 for the 2003 year of account.

                       Common Share Dividends

In concert with other actions being taken, Trenwick's Board of
Directors has elected to suspend, with immediate effect and for
an indefinite period, dividends payable on Trenwick's
outstanding common shares. Trenwick's Board of Directors will
continue to review Trenwick's common share dividend policy each
quarter. Among the factors that were and will be considered by
Trenwick's Board of Directors in determining whether to pay a
common share dividend and the amount of each dividend are the
results of operations and the capital requirements, growth and
other characteristics of Trenwick's businesses.

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

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

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

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


UNIROYAL: Committee Hires Parente Randolph as Accountants
---------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Uniroyal Technology Corporation and its debtor-affiliates'
chapter 11 cases, seeks the Court's authority to retain Parente
Randolph, LLC as accountants, nunc pro tunc to September 18,
2002.

The Committee has determined that it needs to retain accountants
and financial advisors in these chapter 11 cases and desires to
employ the services of Parente to assist in the investigation of
the Debtors' financial affairs, among other things.

The Committee expects Parente to:

  a) Assist the Committee in analyzing the current financial
     position of the Debtors;

  b) Evaluate the cash management systems currently being used
     by the Debtors;

  c) Assist the Committee in evaluating the Debtors' current
     cash collateral budget and test the reasonableness of the
     assumptions used in developing the same;

  d) Analyze and assess the Debtors' business plan and evaluate
     the Debtors' operations; e) Prepare hypothetical orderly
     and/or forced liquidation analyses;

  f) Assist the Committee in analyzing the financial
     ramifications of the proposed transactions for which the
     Debtors seek Bankruptcy Court approval including, but not
     limited to, financing, assumption/rejection of executory
     contracts, management compensation and/or retention and
     severance plans;

  g) Assist the Committee in its investigation of the acts,
     conduct, assets, liabilities, and financial condition of
     the Debtors, the operation of Debtors' businesses, and the
     desirability of the continuation of such businesses, and
     any other matters relevant to these cases or to the
     formulation of a plan of reorganization;

  h) Assist and advise the Committee in its analysis of the
     Debtors' statements of financial affairs and schedules of
     assets and liabilities;

  i) Investigate and analyze on behalf of the Committee the
     Debtors' financial operations, related-party transactions
     and accounts, inter-company transfers and asset recovery
     potential;

  j) Analyze financial information prepared by the Debtors or
     their accountants and/or financial advisors as requested by
     the Committee including, but not limited to, monthly
     operating reports, cash flow projections and comparisons of
     actual to projected performance;

  k) Assist and advise the Committee and its counsel in the
     development, evaluation and documentation of any plan of
     reorganization, including developing, structuring and
     negotiating the terms and conditions of such plan and
     valuing the consideration to be provided to unsecured
     creditors;

  1) Assist the Committee in the evaluation of a proposed sale,
     if any, and related procedures under  363 of the Bankruptcy
     Code, including identification of potential buyers;

  m) Attend and advise at meetings with the Committee and its
     counsel and representatives of the Debtors; n) Render
     expert testimony on behalf of the Committee, if required;
     and

  o) Provide such other services, as requested by the Committee
     or its counsel from time to time and agreed to by Parente.

Parente will charge its regular hourly rate for its professional
services:

          Principals                    $250 to $335
          Managers/Senior Associates    $150 to $225
          Staff                         $100 to $175
          Paraprofessionals             $ 70 to $100

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


USG CORP: Wants Exclusivity Period Extended Until May 1, 2003
-------------------------------------------------------------
Since USG Corporation filed for chapter 11 protection, it has
made substantial progress in its Chapter 11 cases.  In addition
to the typical case administration and related matters
accomplished during the first extension period, the Debtors and
their professionals have expended significant efforts attempting
to address key asbestos-related legal issues.

Patrick M. Leathem, Esq., at Richards, Layton & Finger, recounts
that, at Judge Wolin's direction in early 2002, USG submitted
written proposals to the Court regarding estimation protocol the
Debtors believed should be used to establish U.S. Gypsum's
personal injury liability.  Also, at the Court's request, the
Debtors provided submissions regarding other relevant estimation
issues, including the impact the Debtors' various defenses might
have on the number of valid present and future claims.  Numerous
motions and briefs regarding estimation and voting issues were
filed and the Debtors, in collaboration with the PI Committee,
asked the Court to appoint Dean M. Trafelet as legal
representative to the future asbestos claimants.  The Court
approved Mr. Trafelet's appointment in July 2002.

At the October 17, 2002, estimation proposal hearing, Judge
Wolin heard extensive argument on these issues and stated that
he would rule "seasonably".  Estimation and resolution "of the
true scope of U.S. Gypsum's asbestos personal injury liability
controls the substance and timing of any plan of
Reorganization."  Mr. Leathem notes that the plan process in
these cases is "held captive to at least the resolution of this
key asbestos issue."

Accordingly, the Debtors ask the Court to extend the Exclusive
Periods for six more months, specifically:

   -- until May 1, 2003 to file a plan of reorganization, and

   -- until July 1, 2003 to solicit acceptances of that plan.

Mr. Leathem relates that while they were briefing asbestos-
related issues before Judge Wolin, the Debtors continued their
efforts to maximize the value of their estates for all creditors
and parties-in-interest, and to move these cases towards
confirmation.

During the Current Extension Period, the Debtors also achieved
success related to:

(a) Claim Resolution Procedures:

    -- defending a motion by a property damage claimant to
       vacate the bar date order as it applies to property
       damage claims;

    -- conducting a review of issues associated with the
       resolution of non-asbestos litigation claims against
       their estate; and

    -- analyzing various potential alternative dispute
       resolution procedures.

(b) The Center for Claims Resolution, Inc. Litigation:

    The Debtors continued efforts to prevent the CCR from
    drawing more than $60,000,000 in the Debtors' surety bonds,
    and thereby creating an equal amount of claims against their
    estates by the bonds' issuer.

(c) Plan of Reorganization Issues:

    The Debtors conducted "an extensive review of issues germane
    to a potential plan of reorganization pending the resolution
    of issues before Judge Wolin."  Once the Court rules on the
    asbestos personal injury issues, the process to confirmation
    will be sped along as the plan-related issues will be
    resolved.

(d) Defense of Lift Stay Actions:

    The Debtors defeated all but one of these lift stay actions,
    preserving the value of their estates for all creditors and
    other parties-in-interest.

(e) Other Actions;

    -- modification of permitted investment guidelines in order
       to receive greater return on the substantial cash they
       accumulated during the pendency of these cases; and

    -- the disposition of a wallboard manufacturing facility in
       Fremont, California no longer needed by the Debtors
       pursuant to an agreement to pay the Debtors $31,000,000.

Given the size and complexity of these cases and the legal
issues involved, Mr. Leathem says, it is "simply unrealistic" to
expect the Debtors to be in a position to formulate, promulgate
and build consensus for a plan at this time.  The asbestos-
related issues alone justify extension of the Exclusive Periods.

Mr. Leathem contends 11 U.S.C. Sec. 1121 and relevant case law
provide that exclusivity can and should be extended in large and
complex Chapter 11 cases like USG's.  This is true, especially
where the debtor, like USG, has made, and is continuing to make
progress toward a successful reorganization.  Furthermore, Mr.
Leathem points out that the Debtors' requested extension is in
line with similar extensions granted in other large Chapter 11
asbestos and non-asbestos cases filed in this District and
elsewhere. (USG Bankruptcy News, Issue No. 37; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


VENTAS INC: Cohen & Steers Discloses 12.14% Equity Shares
---------------------------------------------------------
Cohen & Steers Capital Management, Inc., of New York, New York,
beneficially own 8,385,330 shares of the common stock of Ventas,
Inc., which amount represents 12.14% of the outstanding common
stock of Ventas.  Cohen & Steers hold sole power to vote or to
direct the vote of 8,121,930 such shares, and the sole power to
dispose or to direct the disposition of 8,385,330 shares.

At September 30, 2002, Ventas' total shareholders' equity
deficit widened to about $126 million.


WA TELCOM: Verso Seeks Court's Nod for NACT Acquisition Deal
------------------------------------------------------------
Verso Technologies, Inc. (NASDAQ: VRSO), an integrated
communications solutions company that is adapting the cost
savings of IP networks to the unique requirements of voice,
today announced that it has negotiated the early retirement of
the remaining $1.75 million plus accrued interest due on the
secured note payable related to the company's acquisition of
NACT Telecommunications, Inc. ($500,000 would have otherwise
been due on January 1, 2003 and $1.25 million plus interest
would have otherwise been due on April 1, 2003).

The company will satisfy this, and other current, accrued
obligations using $3.0 million in private placement financing.
The company estimates that it will save at least $700,000 by
satisfying these liabilities now. The resulting improvement to
the company's balance sheet will be reflected in its fourth
quarter financial reporting.

Steve Odom, chairman and chief executive officer of Verso
commented, "This $3.0 million private placement will enable us
to pay off certain obligations at a discount, allowing the
company to not only improve its balance sheet, but to conserve
cash that would have otherwise been paid out over the next six
months. With these proceeds we will be able to clear up these
obligations and concentrate on executing Verso's business plan,
as well as focus on other potential strategic initiatives.
Through their investment, our partners in the private placement
have demonstrated their confidence in Verso."

In connection with the retirement of these liabilities, the
company has signed agreements to privately place 9,646,302
shares of its restricted common stock at $0.311 per share, which
will result in gross proceeds to Verso of $3.0 million. The
price per share was fixed on October 16, 2002, above the closing
bid price of the company's common stock.

As part of the transaction, the company will issue to the
investors an aggregate of 9,646,302 warrants. Each warrant will
entitle the holder to purchase one restricted common share at a
price of $0.311, for a maximum period of five years. The
warrants will be callable at any time following the date of
issuance if the closing price of the common stock equals or
exceeds $1.20 for ten consecutive trading days. Both the shares
issued in the private placement and the shares issued upon
exercise of the warrants will carry with them "piggyback"
registration rights and are subject to a hold period expiring
April 15, 2003.

The securities sold in this private placement have not yet been
registered under the Securities Act of 1933, as amended, and may
not be offered or sold in the United States in the absence of an
effective registration statement or exemption from registration
requirements. This news release shall not constitute an offer to
sell or the solicitation of an offer to buy, nor there be any
sale of these securities in any state in which such offer
solicitation or sale, would be unlawful prior to the
registration or qualification under the securities laws of any
such state.

The company expects to close on the settlement regarding the
secured note payable related to the company's acquisition of
NACT Telecommunications, Inc., which is subject to the approval
by the Bankruptcy Court having jurisdiction over WA Telcom's
pending Chapter 11 reorganization proceedings and Verso's
primary lender, within 30 days, and expects to close the private
placement on or before November 15, 2002.

Verso Technologies provides integrated switching and solutions
for communications service providers who want to develop IP-
based services with PSTN scalability and quality of service.
Verso's unique, end-to-end native SS7 capability enables
customers to leverage their existing PSTN investments by
ensuring carrier-to-carrier interoperability and rich billing
features. Verso's complete VoIP migration solutions include
state of the art hardware and software, OSS integration, the
industry's most widely used applications and technical training
and support. For more information about Verso Technologies,
contact the company at http://www.verso.com

On April 24, 2001, World Access, Inc. filed voluntary petitions
for Chapter 11 relief in the United States Bankruptcy Court for
the Northern District of Illinois, Eastern Division, on behalf
of itself and certain of its U.S. subsidiaries, including
FaciliCom International, L.L.C., WA Telcom Products Co., Inc.,
World Access Telecommunications Group, Inc. and WorldxChange
Communications, Inc.


WARNACO: Judge Denies Craig's Request to Cut Lease Decision Time
----------------------------------------------------------------
After due deliberation, Judge Bohanon denies Craig Realty's
request to shorten the time for The Warnaco Group, Inc., and its
debtor-affiliates to reject or assume the Lease to the extent
that:

   (a) the Debtors properly and timely exercised their option to
       renew the Carlsbad Lease for a period of five years from
       February 1, 2003 through and including January 31, 2008;

   (b) the Debtors' time to which to file a motion to assume or
       reject the Carlsbad Lease will expire on or before the
       earlier of:

       -- confirmation of their joint plan of reorganization;
          and

       -- January 31, 2003.

                Craig Realty Seeks Reconsideration

Craig Realty Group-Calsbad LLC appeals to Judge Bohanon to
vacate the order denying its request.

Caroline Press, Esq., at Solomon, Zauderer, Ellenhorn, Frischer
& Sharp, in New York, recalls that prior to the release of the
Order, Judge Bohanon had directed the parties to "settle an
order" on the Court's ruling.  However, Ms. Press relates that
she did not have any communication with the Debtors' counsel
after the hearing.

Upon receipt of the Order, Ms. Press tells the Court that she
immediately called Kelley Cornish who acknowledged that the
parties had been directed to "settle an order" and that the
Debtors had submitted a proposed order to the Court.  However,
Ms. Press says, Solomon had not been given notice of the
proposed order.

Thus, Ms. Press asserts that Ms. Cornish's conduct was contrary
to the Court's hearing directive and also contrary to
established rules of practice, procedure and ethics.

Craig Realty asks the Court to vacate the Order to give it an
opportunity to review the proposed order.

                     *     *     *

Upon review of the papers submitted by Craig Realty and the
Debtors, Judge Bohanon concludes that the Order entered on
October 24, 2002 accurately reflects the Court's ruling and that
there are no grounds for relief.

Accordingly, the Court upholds its Order and denies Craig
Realty's motion to vacate the October 24, 2002 Order.(Warnaco
Bankruptcy News, Issue No. 36; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


WHEELING-PITTSBURGH: Retains Bingham as Future General Counsel
--------------------------------------------------------------
Debtor Pittsburgh-Canfield Corporation and its affiliated
debtors seek the Court's authority to employ Bingham McCutchen
LLP as future general counsel.

The Debtors expect to consummate a plan of reorganization and to
emerge from these bankruptcy proceedings in the very near
future.  The Debtors want to retain Bingham as their outside
general counsel after the bankruptcy proceedings are completed.
However, to consummate certain aspects of the proposed Plan,
legal services are required that would have substantive effect
on the Debtors following the bankruptcy and with which Bingham
would be involved as general counsel.

The services of Bingham, if initiated during the bankruptcy
proceedings, would provide a smooth and cost-effective
transition.  It would be important and beneficial to the Debtors
that Bingham be involved in, and fully knowledgeable of, certain
transactions and corporate matters required pre-closing of the
bankruptcy cases since these matters would have a continuing
effect on the Debtors, its future stockholders, creditors, and
other interested parties.

The Debtors believe that Bingham's services can be provided
without duplication of the efforts of the other law firms
retained in these proceedings.  In addition to Edward A. Saxe, a
partner at Bingham, other partners and associates would provide
services.  Edward A. Saxe would be the responsible partner and
be the principal liaison between the Debtors and Bingham.

Bingham is expected to:

(a) represent the Debtors in connection with the consummation
    of the term and revolving loans contemplated under a Plan
    of Reorganization;

(b) [provide] legal advice on] corporate restructuring required
    by the Plan of Reorganization, including amendments to
    the Certificate of Incorporation, amending by-laws, and
    issuance of shares of stock;

(c) [review] employment and related agreements;

(d) [provide legal advice on] adoption of stock option and
    other benefit plans;

(e) negotiate energy contracts;

(f) [review] proposed construction and other contracts for
    capital property acquisitions; and

(g) [provide] other services in other matters that may affect
    the Debtors after the Effective Date of the Plan of
    Reorganization, or as may be requested or required by
    the Debtors.

Bingham will work with the Debtors' bankruptcy counsels,
Debevoise and Plimpton, and Calfee Halter & Griswold, to ensure
that there is no duplication of services among the firms.

The current hourly rates of Bingham partners, associates and
legal assistants who are expected to render services to the
Debtors are:

      Name of Professional             Hourly Rate
      --------------------             -----------
      Edward A. Saxe                   $565
      Amy L. Kyle                       565
      Gerald J. Kehoe                   565
      Other Senior Partners             565
      Other Partners                    405 - 525
      Melanie J. Brockway               350
      Matthew J. Kelly                  330
      Associates                        200 - 400
      Paralegals                        135 - 175

Edward A. Saxe assures the Court that Bingham has no connection
with the Debtors, their creditors, any other parties-in-
interest, or their respective attorneys and accountants, or with
the United States Trustee or any person employed in the office
of the United States Trustee, except that Bingham represents
certain of the Debtors' creditors and other parties-in-interest
in matters unrelated to these proceedings. Mr. Saxe asserts
that:

-- Bingham does not hold or represent any interest adverse to
   the Debtors or to their estates,

-- Bingham is a "disinterested person" as that term is defined
   in the Bankruptcy Code, and

-- Bingham is well qualified to serve as counsel for the
   Debtors.

Mr. Saxe discloses that Bingham has, does presently, or will
represent:

-- Debevoise & Plimpton as expert witnesses and to render local
   law opinions,

-- PwC in corporate and litigation matters;

-- Rothschild, Inc. and Rothschild Realty through 2000 in
   various matters; and

-- Indenture Trustees and Underwriters like Bank One, Donaldson
   Lufkin & Jenrette Securities, Citicorp Securities, Crestar
   Bank and First Union National Bank; Citibank, the Debtors'
   Agent and other Lenders like Citicorp USA and National City
   Bank, First Union National Bank, Bank of America NT&SA,
   Heller Financial, and American National Bank and Trust
   Company, a Bank One Company.

                        *   *   *

Accordingly, Judge Bodoh promptly approved the Debtors' request.
(Wheeling-Pittsburgh Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


WINDSOR WOODMONT: Files for Chapter 11 Reorganization in Denver
---------------------------------------------------------------
Windsor Woodmont Black Hawk Resort Corp., owner of the Black
Hawk Casino by Hyatt in Black Hawk, Colorado, has filed a
petition in Denver, Colorado seeking reorganization under
Chapter 11 of the Federal Bankruptcy Code.  The filing is not
expected to impact the day-to-day operations of the casino,
which will remain open for business as usual and without
interruption.

"Windsor has been engaged in discussions with its creditors and
Hyatt Gaming, the casino management company, to resolve
outstanding issues between the parties and Windsor in hopes of
avoiding [Fri]day's filing," explained Windsor Chairman/CEO
Jerry Dauderman.  "After the November 1 appointment of a state
court receiver, the company's Board of Directors determined that
this was the company's best course of action to protect its
creditors, shareholders, and the employees of the casino."

"Windsor intends to utilize the Chapter 11 process to reorganize
its financial and operational affairs with the goal of
preserving and enhancing the assets of the company for the
benefit of creditors and shareholders," stated Mr. Dauderman.
"We fully expect the casino to operate as usual, our valued
employees to be retained, and for our post-bankruptcy
obligations to be satisfied."

The Black Hawk Casino by Hyatt opened on December 20, 2001.  It
is the largest casino in Colorado and employs approximately 600
people.  The casino features 1,180 state-of-the-art slot and
video games, 20 table games, the Kitchens of The World Buffet,
the Hickory Grill steakhouse, Chip's All-American Burgers, a
Wolfgang Puck Express, a Starbucks coffee shop, and an attached
800-space parking garage.


WINDSOR WOODMONT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Windsor Woodmont Black Hawk Resort Corporation
        111 Richman St.
        Black Hawk, CO 80422
        aka WWBHR Corp.
        aka WWRC, Inc.
        aka Black Hawk Casino by Hyatt
        aka Hickory Grill
        aka Bargains
        aka Chips All American Burgers and Fries
        aka Players Paradise, Inc.
        aka Black Hawk Casino, Inc.
        aka Windsor Woodmont, LLC., fka

Bankruptcy Case No.: 02-28089

Type of Business: Owner and developer of Black Hawk Casino by
                  Hyatt Casino in Black Hawk, Colorado.

Chapter 11 Petition Date: November 7, 2002

Court: District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtors' Counsel: Jeffrey M. Reisner, ESq.
                  Irell & Manella LLP
                  840 Newport Center Drive
                  Suite 400
                  Newport Beach, CA 92660
                  Tel: 949-760-0991
                  Fax : 949-760-5200

Total Assets: $139,414,132

Total Debts: $152,546,656

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Colorado Dept. of Revenue   Gaming Taxes            $1,036,136
1375 Sherman Street
Denver, CO 80261-0012

Sullivan & Associates      Financing Fee              $208,000

Premium Financing          Insurance premium          $192,671
Specialties               finance notes, with
                           Monthly payment Terms

Paul, Hastings, Janofsky   Settlement of lawsuit      $100,000
& Walker LLP

US Foods                   Trade debt                  $80,625

Denver Newspaper Agency    Trade debt                  $32,266

International Game Tech.   Trade debt                  $31,660

Paul Stealman Interiors,   Construction debt           $25,600
Inc.

Parker Blake, Inc.         Coonstruction debt          $22,543

WMS Gaming                 Trade debt                  $20,840

Nobel/Sysco Food Service   Trade debt                  $20,654
Co.

Global Payments            Trade debt                  $18,000

Anchor Games               Trade Debt                  $17,928

American Express           Trade Debt                   $9,606

KXKL-FM (Kool 106) Radiio  Trade debt                   $8,994

MetroNorth Newspapers      Trade debt                   $8,597

Tyco/Fire & Security/      Trade debt                   $8,266
SimplexGrinell

Jefferson-Pilot (KYGO-FM   Trade debt                   $8,136
Radio)

Clear Channel Colorado     Trade debt                   $6,604
(KOA Radio)

Good Signs                 Trade debt                   $5,960


WORLDCOM: Unsecured Panel Turns to FTI for Forensic Accounting
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Worldcom Inc., and its debtor-affiliates sought and
obtained the Court's authority to retain FTI Consulting, Inc. as
its forensic accountant nunc pro tunc to August 7, 2002.

Committee Chairman Van Greenfield tells the Court that the
Committee chose FTI as its forensic accountant because of the
firm's extensive experience in and knowledge of business
reorganizations under Chapter 11 of the Bankruptcy Code.  FTI is
well qualified to act as forensic accountant to the Committee in
these Chapter 11 cases.  FTI employs more than 430 professionals
with considerable expertise in forensic accounting and
restructuring consulting, having participated in more than 500
cases, including some of the largest bankruptcy proceedings and
out-of-court restructurings in the country, as well as numerous
middle-market cases.

As forensic accountant, FTI will:

-- analyze and determine the appropriateness of the Debtors'
   accounting journal entries and other record keeping methods
   relating to inter and intra company transactions between its
   various legal entities;

-- determine that the methodology used to charge or allocate
   expenditures was and currently is reasonable;

-- obtain and review inter-company account balances and any
   reconciliation that may be required;

-- obtain and analyze the Debtors' historical legal entity
   financial statements and determine that those financial
   statements fairly represent the financial performance of each
   legal entity;

-- to the extent determined by the Committee in consultation
   with FTI as to feasibility, reconstruct separate financial
   statements for each legal entity;

-- analyze recent adjustments or restatements and determine the
   appropriateness of any adjustments to the financial
   statements;

-- analyze the Debtors' historical financings and acquisitions
   and determine the appropriateness of those transactions on a
   legal entity-by-entity basis;

-- in conjunction with Houlihan Lokey, analyze the Debtors'
   short-term cash flow forecasts and business plans including
   the evaluation of the reasonableness of the underlying
   assumptions;

-- review with management and gain an understanding of the
   Debtors' operating practices and policies including:

   1. Cash management system;

   2. Inter/Intra company transactions;

   3. Capital expenditure classification;

   4. Significant accounting policies and procedures;

   5. Acquisition accounting; and

   6. Internal financial/tax restructuring programs; and

-- perform other services as requested from time to time.

The Committee will ensure that its professionals avoid an
unnecessary duplication of services to the fullest extent
possible.  Accordingly, FTI has agreed to coordinate its
activities with the Debtors' other professionals in order to
ensure that an unnecessary duplication is avoided.

FTI will charge hourly fees for the services of its staff plus
reimbursement of all out-of-pocket expenses.  FTI's hourly rates
may change from time to time in accordance with FTI's
established billing practices and procedures.  FTI's current
hourly rates are:

      Senior Managing Directors       $525 - 575
      Staff                            175 - 475
      Support Staff                     75 - 175

FTI Senior Managing Director Joseph L. D'Amico assures the Court
that FTI does not have any connection with the Debtors, their
creditors or any other party-in-interest.  In addition, FTI does
not represent any interest adverse to the Committee in the
matters for which it is proposed to be employed and will not
represent any creditor of the Debtors or any other party in
these cases in any matter that is adverse to the interests of
the Committee.  However, FTI has provided and likely will
continue to provide services unrelated to the Debtors' cases to
several of these parties, among them:

-- FTI advises counsel to the agent for the lenders to Avantel,
   S.A., a non-debtor Mexican company, in which WorldCom holds a
   44.5% interest.  The individuals working on the Avantel
   matter are different than those working on this engagement
   and FTI has established an ethical wall to ensure
   confidentiality of information; and

-- Since 1996, Klick, Kent & Allen, a separate wholly owned
   subsidiary of FTI located in Washington D.C., has represented
   MCI, one of the Debtors, which was purchased by WorldCom in
   1998.  FTI KKA's work has centered on the Debtors' entry into
   local phone service markets.  In connection with this work,
   FTI KKA has testified on behalf of the Debtors before several
   state public utility commissions and the FCC regarding rates
   for interconnectivity with respect to the Debtors' ability to
   gain access to various local markets.  In some of these
   efforts, the Debtors, AT&T and at times, other non-debtor
   companies have jointly sponsored FTI KKA engagements.  FTI
   KKA estimates monthly fees in this matter to be between
   $30,000 and $50,000 and these fees are paid by the clients
   FTI KKA is representing.  FTI KKA is a separate legal entity
   from Policano & Manzo, LLC, the FTI subsidiary that employs
   the forensic accountants and restructuring professionals that
   will work on behalf of the Committee.  Reporting lines within
   FTI KKA are separate and distinct from FTI P&M and each
   maintains its own files that are not accessible by the other.
   Both subsidiaries have a common parent, FTI.  FTI KKA is in
   the process of determining whether it is a "creditor" of any
   of the Debtors and to the extent it is, will waive any claim
   it has.  In an abundance of caution, FTI will establish an
   ethical wall to ensure that personnel working on this
   engagement for the Debtors will not conduct work on behalf of
   the Committee or share any confidential information or any
   documents with those personnel who perform work on behalf of
   the Committee.

These engagements were ongoing at the time the Debtors filed
their bankruptcy petitions.  It is the Committee's understanding
that the Debtors have hired an investment banking firm and may
explore their options with respect to their interest in Avantel
and FTI will not be performing any services that are directly
adverse to the Debtors.  Also, the Debtors wish to continue the
engagement since changing consultants after they have commenced
work is impractical and may not be readily feasible.  The
Debtors and the Committee believe that this work is not adverse
to the interests of creditors and support FTI KKA's continuation
with this work.

In addition, Mr. D'Amico reports that FTI has provided forensic
accounting, financial advisory, restructuring and accounting
services, and may continue to provide these services, to the
Debtors' postpetition lenders and the members of the Committee,
in matters wholly unrelated to the Debtors' Chapter 11 cases.
FTI believes that these connections have no bearing on the
services for which FTI is being retained in these cases.

Mr. D'Amico notes that the Debtors have numerous relationships
with third parties and creditors.  Consequently, although every
reasonable effort has been made to discover and eliminate the
possibility of any conflict, FTI is unable to state with
certainty whether one of its clients, or a client of any of the
other FTI entities, or an affiliated entity holds a claim or
otherwise is a party-in-interest in these Chapter 11 cases.
However, FTI will conduct an ongoing review of its files to
ensure that no conflict or other disqualifying circumstances
exist or arise.  If any new facts or circumstances are
discovered, FTI will supplement its disclosure to the Court.

The Committee and FTI have agreed that:

-- any controversy or claim with respect to, in connection with,
   arising out of, or in any way related to this Application or
   the services provided by FTI to the Committee as outlined in
   this Application, including any matter involving a successor-
   in-interest or agent of the Committee or of FTI, will be
   brought in this Court or the District Court for the Southern
   District of New York if the District Court withdraws the
   reference;

-- FTI and the Committee consent to the jurisdiction and venue
   of this Court as the sole and exclusive forum for the
   resolution of any claims, causes of actions or lawsuits;

-- FTI and the Committee, and any and all successors and
   assigns, waive trial by jury, this waiver being informed and
   freely made;

-- if the this Court, or the District Court if the reference is
   withdrawn, does not have or retain jurisdiction over the
   claims and controversies, FTI and the Committee will submit
   first to non-binding mediation; and, if mediation is not
   successful, then to binding arbitration; and

-- judgment on any arbitration award may be entered in any court
   having proper jurisdiction. (Worldcom Bankruptcy News, Issue
   No. 12; Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Worldcom Inc.'s 8.000% bonds due 2006
(WCOM06USN1) are trading between 19 and 19.375. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOM06USN1
for real-time bond pricing.


WORLDCOM INC: Files Additional Chapter 11 Petitions for 43 Units
----------------------------------------------------------------
WorldCom, Inc., (Nasdaq: WCOEQ) filed additional bankruptcy
petitions for 43 of its subsidiaries, most of which were
effectively inactive and none of which had significant debt.
The petitions were filed with the U.S. Bankruptcy Court for the
Southern District of New York.  The company made the decision to
file the additional entities in order to provide them with the
same relief under Chapter 11 as its other businesses.

"[Fri]day's filing is a formality," said John Dubel, chief
financial officer of WorldCom.  "We have asked the Court for
permission to jointly administer these cases under the WorldCom
petition.  [Fri]day, like every day, it's business as usual for
WorldCom and its subsidiaries."

A court date has been set for November 12, 2002, to hear the
company's request.

WorldCom, Inc., (WCOEQ, MCWEQ) is a pre-eminent global
communications provider for the digital generation, operating in
more than 65 countries. With one of the most expansive, wholly-
owned IP networks in the world, WorldCom provides innovative
data and Internet services for businesses to communicate in
today's market.  In April 2002, WorldCom launched The
Neighborhood built by MCI -- the industry's first truly any-
distance, all- inclusive local and long-distance offering to
consumers.  For more information, go to http://www.worldcom.com


WORLDCOM: 43 Affiliates' Case Summary & 11 Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Western Business Network, Inc.
             500 Clinton Center Drive
             Clinton, Mississippi 39056

Bankruptcy Case No.: 02-43305

Debtor affiliates filing separate chapter 11 petitions:

Entity                                              Case No.
------                                              --------
1-800-Collect, Inc.                                 02-43306
B.T.C. Real Estate Investments, Inc.                02-43307
Brooks Fiber Communications of Idaho, Inc.          02-43308
Brooks Fiber Communications of Virginia, Inc.       02-43309
BTC Finance Corp.                                   02-43310
CC Wireless, Inc.                                   02-43311
Compuplex Incorporated                              02-43312
Cross Country Telecommunications, Inc.              02-43313
CS Network Services, Inc.                           02-43314
Fibercom of Missouri, Inc.                          02-43315
Institutional Communications Company                02-43316
J.B. Telecom, Inc.                                  02-43317
Metropolitan Fiber Systems of Alabama, Inc.         02-43318
Metropolitan Fiber Systems of Columbus, Inc.        02-43319
Metropolitan Fiber Systems of Hawaii, Inc.          02-43320
Metropolitan Fiber Systems of Iowa, Inc.            02-43321
Metropolitan Fiber Systems of Kansas City, Missouri 02-43322
Metropolitan Fiber Systems of Kansas, Inc.          02-43323
Metropolitan Fiber Systems of Kentucky, Inc.        02-43324
Metropolitan Fiber Systems of Massachusetts, Inc.   02-43325
Metropolitan Fiber Systems of Nebraska, Inc.        02-43326
Metropolitan Fiber Systems of Nevada, Inc.          02-43327
Metropolitan Fiber Systems of North Carolina, Inc.  02-43328
Metropolitan Fiber Systems of Oklahoma, Inc.        02-43329
Metropolitan Fiber Systems of Rhode Island, Inc.    02-43330
Metropolitan Fiber Systems of Tennessee, Inc.       02-43331
Metropolitan Fiber Systems of Virginia, Inc.        02-43332
Metropolitan Fiber Systems of Wisconsin, Inc.       02-43333
MFS Foreign Personnel, Inc.                         02-43334
Mtel American Radiodetermination Corporation        02-43335
Mtel Digital Services, Inc.                         02-43336
Mtel Space Technologies Corporation                 02-43337
Mtel Technologies, Inc.                             02-43338
Southern Wireless Video, Inc.                       02-43339
TMC Communications, Inc.                            02-43340
Wireless Video Enhanced Services                    02-43341
Wireless Video Enterprises, Inc.                    02-43342
MCI Systemhouse L.L.C.                              02-43343
MCI Worldcom Brazil, LLC                            02-43344
MFS International Holdings, L.L.C.                  02-43345
New England Fiber Communications L.L.C.             02-43346
WorldCom Switzerland LLC                            02-43347

Type of Business: The Debtor and its affiliates own and operate
                  a global Telecommunications network with
                  substantial assets throughout North America,
                  Europe, the Middle East, Africa, Latin
                  America, Australia, and Asia.

Chapter 11 Petition Date: November 8, 2002

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Marcia L. Goldstein, Esq.
                  Weil Gotshal & Manges
                  767 Fifth Avenue
                  New York, New York 10153
                  Tel: 212-310-8214
                  Fax : 212-735-4919

Estimated Assets: More than $100 Million

Estimated Debts: More than $100 Million

Debtors' 11 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
CSG Systems, Inc.           Contract                  $601,637
2525 North 117th Avenue
Omaha, NE 68164
Tel: (303) 796-2850
Fax: (402) 431-7226

Pepco (Potomac Electric     Contract                  $262,277
Power Co.)
1900 Pennsylvania Avenue
Washington, DC 20068
Tel: (202) 833-7500
Fax: (202) 331-6750

California State Univ.,     Contract                   $48,458
Northridge

Pasadena Unified School     Contract                   $36,352
District

Caritas Telecommunications  Contract                   $31,365

Allegheny Power             Contract                   $23,087

INTELECOM                   Contract                   $12,118
Intelligent Telecomms

California State            Contract                    $5,040
Polytechnic University,
Pomona

San Bernardino Community    Contract                    $5,040
College District KVCR-TV24

California State University Contract                    $2,128
Office of the Chancellor

VYVX                        Contract                      $616


WRC MEDIA: Consolidated EBITDA Climbs-Up 8.7% to $17 Mill. in Q3
----------------------------------------------------------------
WRC Media reports third quarter results.

WRC Media's consolidated EBITDA (excluding unrestricted
subsidiaries) for the third quarter ended September 30, 2002 was
$17.5 million, $1.4 million or 8.7% higher than the same period
last year, on revenue of $56.5 million, which was $3.8 million
or 6.3% lower than in 2001.

Martin E. Kenney, Chief Executive Officer, commented, "In the
third quarter, WRC's top line performance continued to be under
pressure as a result of the current education market funding
situation, but we were still able to improve our bottom-line
performance, driven by cost savings initiatives implemented in
the first half of 2002.  This year has been a challenging year
for the education market.  The U.S. economic downturn which
commenced in late 2001, led to a significant reduction in state
budgets (more than 40 states reduced their budgets by over
$40B).  Although the federal money for education has increased
significantly for education technology initiatives over the
previous year by $3.6B or 13.4%, the reauthorization process has
been slow, as changes in the process to obtain and allocate
federal and state money have left previous 'templates' and
'processes' outdated. Acting National Title I Director, Dr.
Jackie Jackson, announced in September, that final regulations
would likely be published in late November or December.  To the
extent the final regulations are published on schedule, and the
allocation to State Education Agencies of approximately 80
percent of districts' Title I funds occurred in October, both of
these events will bolster the beginning of the Title I
purchasing cycle (which has been held up so far).  While this
funding has not been lost, we now believe that many purchasing
decisions we had expected to close in the second-half of 2002
are shifting to 2003.  All of our sales and marketing efforts
continue to be geared to immediately seize the opportunities
presented under the new guidelines of the Elementary and
Secondary Education Act as well as the provisions of the 'No
Child Left Behind Act,' especially our divisions which emphasize
reading, test prep and assessment.  We continue to believe our
quality brands -- Weekly Reader, the World Almanac, AGS, and
Gareth Stevens children's books, which have established
leadership positions in their respective markets, and strong
customer loyalty, should continue to be well received by the
marketplace.  We continue to make prudent investments in new
textbooks and test development at AGS; as well as in new World
Almanac and Weekly Reader library imprints. These investments
have begun to pay off -- the Gareth Stevens World Almanac and
Weekly Reader library imprints launched in early 2002 have been
the driver behind Gareth Stevens impressive 2002 results -- for
the nine months ended September 30, 2002 Gareth Stevens revenue
of $11.2 million exceeded the same period in the prior year by
$1.7 million or 17.3% in a library market that has been severely
hit by cutbacks in state education library funding.  Our current
outlook indicates that the operating environment will continue
to be difficult in the fourth quarter for the reasons previously
discussed.  Therefore, we are continuing to pursue restructuring
and realignment opportunities that will not negatively affect or
they may even enhance the competitive position of the Company
and will in the short term protect profitability.  However, in
the long run the new guidelines for education funding which
emphasize reading, test prep and assessment as well as the
requirement that supplemental materials be scientifically
research-based bode well for WRC Media."

Net revenue for the third quarter of 2002, decreased $3.7
million, or 6.3%, to $56.5 million from $60.2 million for the
same period in 2001.  At AGS(R), sales increased $0.5 million,
or 2.7%, to $19.8 million for the third quarter of 2002 from
$19.3 million for the same period in 2001, primarily due to
higher sales of assessment products.  At Weekly Reader, sales of
$11.7 million for the third quarter of 2002 were $2.0 million or
14.3% lower than the same period in 2001.  This was attributable
to a decrease in corporate sponsored revenue from Weekly
Reader's subsidiary Lifetime Learning Systems for the three
months ended September 30, 2002.  Lifetime Learning Systems has
been affected by the general decline in media advertising
spending.  At World Almanac Education Group, third quarter sales
increased by $0.4 million, or 3.5% (World Almanac's third
quarter core revenue* increased 5.1% compared to the same period
in 2001), to $13.1 million from $12.7 million for the same
period in 2001, primarily as a result of continued strength of
World Almanac's Gareth Stevens children's library books
division.  At Gareth Stevens, the third quarter of 2002 revenue
of $4.8 million was $1.1 million or 29.7% greater than the third
quarter of 2001 driven by strong sales in wholesale and press
run channels (mostly from new imprints -- World Almanac Library
and Weekly Reader Early Learning Library) and strong special
sales. This was partially offset by a $0.5 million or 8.6% sales
decrease at WAE Library Services division compared to the same
period in 2001 driven by the weak library market.

At CompassLearning, total revenue decreased $3.7 million, or
26.1%, to $10.5 million for the third quarter of 2002 from $14.2
million for the same period in 2001 primarily driven by lower
software revenue.  CompassLearning has been the most affected by
the difficult funding situation, as the primary funding sources
for schools is Title 1 funding.  Sales at ChildU, WRC's
unrestricted subsidiary, increased nearly $1.0 million or 273.8%
to $1.3 million for the three months ended September 30, 2002
from $0.3 million for the same period in 2001 driven by sales of
its online curriculum products.

Net revenue for the nine months ended September 30, 2002
decreased $13.9 million, or 8.7%, to $147.2 million from $161.1
million for the same period in 2001.  WRC Media consolidated
EBITDA (excluding unrestricted subsidiaries) for the nine months
ending September 30, 2002 of $35.7 million was less than the
prior year by $0.6 million or 1.8%.  The lower profitability
compared to prior year is driven by the lower revenue discussed
above.  The profitability shortfall was significantly mitigated
by lower operating costs primarily the result of WRC's cost
savings initiatives implemented in early 2002.

Operating income increased $36.7 million, or 201.4%, to $18.5
million for the nine months ended September 30, 2002, from an
operating loss of $18.2 million for the same period in 2001.
This improvement in income from operations was primarily driven
by significantly lower amortization of goodwill and intangible
assets for the nine months ended September 30, 2002 compared to
the same period in 2001 associated with the Company's adoption
of SFAS No. 142 "Goodwill and Other Intangible Assets" on
January 1, 2002.

Net loss before cumulative effect of change in accounting
principle decreased by $33.4 million, or 73.9%, to $11.8 million
compared to $45.2 million for the same period last year,
primarily as a result of a $37.1 million decrease in non-cash
amortization expenses for intangible assets partially offset by
a $6.2 million increase in provision for income taxes associated
with the Company's adoption of SFAS No. 142 "Goodwill and Other
Intangible Assets."  As a result of the Company's adoption SFAS
No. 142, a portion of the intangible assets and goodwill
recognized prior to December 31, 2001 is no longer being
amortized effective January 1, 2002.  The Company completed the
transitional goodwill impairment test during the second quarter
ended June 30, 2002, resulting in an impairment charge of
$72.0 million, which was recorded as a cumulative effect of an
accounting change as of January 1, 2002.  The Company is
required to perform impairment tests each year, or between
yearly tests in certain circumstances for goodwill and
indefinite lived intangibles.  There can be no assurance that
the results of future impairment tests will not result in a
charge to earnings.  The Company also recorded a non-cash
deferred income tax expense of approximately $5.0 million on
January 1, 2002 and $1.5 million during the nine months ended
September 30, 2002, both of which would not have been required
prior to the adoption of SFAS 142.  The non-cash charge of $5.0
million on January 1, 2002 was recorded to increase the
valuation allowance related to the Company's net operating
losses.  As a result of the adoption of SFAS 142, amortization
will not occur during the carryforward period of the operating
losses.  In addition, since amortization of tax-deductible
goodwill and trademarks ceased on January 1, 2002, the Company
will have deferred tax liabilities that will arise each quarter
because the taxable temporary differences related to the
amortization of these assets will not reverse prior to the
expiration period of the Company's deductible temporary
differences unless the related assets are sold or an impairment
of the assets is recorded.  Accordingly, the Company recorded
$1.5 million to increase the valuation allowance for the nine
months ended September 30, 2002.  The Company expects that it
will record an additional $0.5 million to increase the valuation
allowance during the remaining three months of 2002.

As of September 30, 2002, WRC Media Inc.'s cash balance was $9.1
million (which included $1.3 million of cash restricted to fund
WRC Media's unrestricted subsidiary) and the face value of
consolidated debt was $290.5 million.  During the nine months
ended September 30, 2002, WRC Media Inc., made scheduled
principal payments of $4.3 million on its senior credit
facilities and as of September 30, 2002, the Company had $18.0
million of availability under its revolving credit facility.
For the nine months ended September 30, 2002, WRC Media and its
subsidiaries' investing activities included: investment in
software development of approximately $3.6 million and capital
expenditures of approximately $1.0 million.

WRC Media Inc., a leading publishing and media company, creates
and distributes innovative supplementary educational materials
for the school, library, and home markets.  WRC Media's product
suite includes some of the best-known brands in education,
recognized for their consistent high quality and proven
effectiveness.  WRC Media Inc., has two principal operating
units:

The Assessment, Curriculum and Electronic Group is comprised of
AGS(R) and CompassLearning, Inc.  AGS(R) is a leader in
producing highly reliable and valid behavior, ability,
achievement, and speech-language assessments for all ages.  The
company also publishes a variety of high-interest, low-reading-
level textbooks for middle and high school students, as well as
curriculum-based assessment software and test preparation
programs. CompassLearning(TM) is the leader in research-driven,
standards-based innovative-learning solutions that provide
choices to help teachers manage student performance, personalize
learning, and connect communities of learners.  With over 7,000
hours of curriculum and instruction, more than 20,000 schools
use CompassLearning(TM) solutions.

The Reference and Periodicals Group is comprised of World
Almanac Education Group, Weekly Reader Corporation and Lifetime
Learning Systems. World Almanac Education Group, Inc., publishes
the World Almanac(R), the World Almanac for Kids, Facts On
File(R) news periodicals and Internet services, Gareth Stevens
books, and the Funk & Wagnalls(R) encyclopedia. The company
distributes high quality print and electronic education
materials to schools and libraries. Weekly Reader Corporation
publishes Weekly Reader(R) periodicals serving over 7 million
school children.  It also publishes other branded periodicals
and instructional materials, including Teen Newsweek(R),
published for middle and high school students. Lifetime Learning
Systems(R) is the recognized leader in developing customized
educational programs.  Lifetime's programs are customized for
sponsors; including corporations, nonprofit associations and
government agencies that have the need to cost effectively
convey important public relations and marketing messages to
targeted audiences.

WRC Media's June 30, 2002 balance sheets show a working capital
deficit of about $20 million, and a total shareholders' equity
deficit of about $110 million.


XML GLOBAL: Lacks Sufficient Funds to Maintain FY2003 Operations
----------------------------------------------------------------
During the three months ended September 30, 2002 two customers
accounted for 62% of total revenues of XML Global Technologies
Inc.  During the three months ended September 30, 2001, one
customer accounted for 100% of such revenues.

Although the Company has incurred losses to date, it has been
subject to income taxes. Taxes are payable by the Company's
Canadian subsidiary on its operating profits, which cannot be
offset against losses incurred by the Company.

The Company's revenue consists of fees received from the sale of
e-business and data integration solutions and XML-related
consulting services.  Revenue was $318,800 for the three months
ended September 30, 2002, compared to $168,300 for the three
months ended September 30, 2001. In the current period all
revenues are from the sale of Company products and related
services. In the prior year, all revenues were derived from
government consulting. Effective June 30, 2002, XML closed its
consulting group, which was largely focused on providing
software architecture services to government.

Cost of revenue includes salaries to employees and contractor
fees that are directly attributable to services provided in the
period, and license fees for software products that XML licenseS
from third parties.  For the three months ended September 30,
2002 and 2001 these costs were $47,800 and $96,300 respectively.
Cost of revenue in the current period relates to license fees
and the cost of installation and customization services relating
to the sale of its software. In the prior period the cost of
revenue related solely to the cost of consulting services. The
proportionate decline in the cost of revenue in the current
fiscal year, relative to revenues, reflects the greater
proportion of software and on-line service revenues in the
current period. XML's own software products and on-line service
have only a nominal cost of revenue.

Product and content development costs include expenses incurred
to develop technology.  These costs consist primarily of
salaries and fees paid to employees and consultants to develop
and maintain software.  Research and development expenses were
$292,300 for the three months ended September 30, 2002, compared
to $508,100 for the three months ended September 30, 2001.  The
decreased expenditures over the previous year reflect decreased
staffing levels following completion of the main development
cycle.  It is expected that future development efforts will be
of a more incremental nature as XML refines its product
offerings to address market requirements.

Marketing, selling and client services costs include expenses
incurred to obtain and maintain client relationships and manage
product development.  These costs include fees paid to
contractors and consultants, related travel and incidental costs
and advertising and promotion costs. For the three months ended
September 30, 2002 and 2001, sales and marketing expenses were
$283,600 and $290,000 respectively.

General and administrative expenses consist primarily of
salaries, contractor fees, and related costs for general
corporate functions, including travel, rent, accounting and
legal expenses. For the three months ended September 30, 2002,
general and administrative expenses were $422,000, up from
$331,700 in the three months ended September 30, 2001.  The
increase reflects increased investor relations and legal and
accounting costs.

Depreciation and amortization expense reflects depreciation of
computer hardware, software, equipment, leasehold improvements
and amortization of intellectual property and completed patents
over estimated useful lives of between two and five years.
Depreciation and amortization expense was $106,400 and $137,800
respectively for the quarters ended September 30, 2002 and 2001.
The decrease is due to a lower investment in intellectual
property, which in turn is due to the write-off of XML's
investment in GoXML ™ DB in June 2002.

During the three months ended September 30, 2002 and 2001, the
Company earned interest income of $100 and $25,900 respectively.
Changes in interest income generally reflect the balance of
funds on hand which has varied depending on fundraising
initiatives and spending patterns.  Interest income has been
earned on funds received from private equity placements, which
have exceeded operating expenditures to date. The decrease
reflects both a lower cash balance and lower interest rates on
investments.

Although the Company incurred a consolidated loss during the
three months ended September 30, 2002 and 2001, it recorded
$29,900 and $39,400 respectively of income tax expense relating
to certain income attributable to taxing jurisdictions in
Canada.  Increases in deferred tax assets resulting from the
foreign tax credits generated by these taxes have been offset
completely by similar increases in the valuation allowance
applied to the Company's net income tax expense or benefit.

The Company's independent auditor's report states that XML's
consolidated financial statements for the year ending June 30,
2002 have been prepared assuming that the Company will continue
as a going concern. However, the Company has incurred losses
since inception and has an accumulated deficit. These conditions
raise substantial doubt about its ability to continue as a going
concern.

For the quarter ended September 30, 2002, net cash used in
operating activities was $694,300 and was primarily attributable
to XML's net loss of $863,000. The net loss for the year was
partially offset by non-cash depreciation and amortization of
$106,400 and a net cash inflow of $62,300 with respect to
working capital changes.  In the quarter ended September 30,
2001, net cash used in operating activities was $1,174,900.

For the quarter ended September 30, 2002, net cash used in
investing activities was $8,300, which was primarily spent on
the purchase of intellectual property. In the quarter ended
September 30, 2001, net cash used in investing activities was
$12,600.

For the quarter ended September 30, 2002, financing activities
generated $914,800 of cash. XML raised $923,500 from the private
placement of equity securities and incurred $8,700 in deferred
issue costs. In the quarter ended September 30, 2001, it did not
undertake any financing activities. As of September 30, 2002,
XML had $586,200 in cash and cash equivalents and no short-term
investments, compared to $1,388,700 and $970,000 respectively at
September 30, 2001.

Changes in exchange rates had a net effect of increasing the
Company's cash balance by $4,400 in the quarter ended September
30, 2002 compared to an increase of $1,600 in the prior year.

As of September 30, 2002, XML had no contractual capital
commitments outstanding.

It has incurred costs to design, develop and implement search
engine and electronic commerce applications and to grow its
business. As a result, it has incurred operating losses and
negative cash flows from operations in each quarter since
commencing operations. As of September 30, 2002 the Company had
an accumulated deficit of $12,860,900.

At September 30, 2002 XML's cash funds are insufficient to fund
operations through the end of fiscal 2003 based on historical
operating performance. In order for the Company to maintain its
operations it will have to seek additional funding, generate
additional sales or reduce its operating expenses, or some
combination of these. At current and planned expenditure rates,
taking into consideration cash received from the first part of
the Paradigm financing, current reserves are sufficient to fund
operations only through December 2002.


ZYMETX INC: Commences Chapter 11 Reorganization Proceeding
----------------------------------------------------------
The Oklahoma City biotechnology and influenza disease management
firm ZymeTx, Inc. (Pink Sheets:ZMTX), filed for reorganization
under Chapter 11 of the U.S. Bankruptcy Code after the Company
was unable to raise additional capital to fund its ongoing
operations.

"In order to give the Company an opportunity to reposition
itself so it can continue operations through its highest
revenue-producing quarters and protect its scientific and
commercial assets, including our Internet based National Flu
Surveillance Network(TM), it became apparent that filing for
reorganization represented the best strategy at this time," said
Norman Proulx, the firm's president and chief executive officer.

He continued, "The last two flu seasons were among the weakest
ever recorded in the United States and prevented us from
generating sufficient revenues to address our debt and sustain
our operations. Furthermore, the prolonged investor uncertainty
in the biotechnology industry made it difficult for us to raise
capital in the equity markets the past two years."

ZymeTx developed the first rapid point-of-care diagnostic test
for detection of Influenza types A and B called ZstatFlu(R). The
non-invasive test, administered using a throat swab, renders a
diagnosis in a doctor's office within 20 minutes.

"The science behind the Company's ZstatFlu remains solid,"
Proulx said. "Reorganization gives us adequate time to consider
options to protect the science and maximize its potential
value."

Research activity will continue during the reorganization
process, Proulx reported. Two scientists will continue research
and development effort funded by over $1.0 million in grants
received by the Company.

"Even though we had to downsize our research and development
group, the ability to secure research funding validates the
relevancy of the continued work underway in our laboratories,"
Proulx said.

ZymeTx has arranged for interim debtor-in-possession (DIP)
financing through its largest secured lenders, which are funds
managed by The Palladin Group L.P.

He went on to say the Company had an ample stock of ZstatFlu
product to meet customer orders this year.

The Company's Internet-based National Flu Surveillance Network
remains intact with over 5,600 physicians across the country
participating in the program. Doctors, using the ZstatFlu test,
report positive test results to the NFSN center in Oklahoma City
where technicians review the data. The data helps monitor and
track the presence and prevalence of flu down to specific zip
codes in some areas of the country.

"NFSN has become an important disease management tool, allowing
public health officials and citizens to see the progress of flu
in virtual real-time," Proulx said. "NFSN has emerged as a
strong asset of the Company, and we will continue to grow and
operate the surveillance network."

Proulx said it was too early to identify the exact course of
action for the Company at this time. "The Chapter 11 filing
gives us the needed time to consider a number of options and
allows us to continue to operate the business. We will explore
all options available for the best long-term interest of the
stakeholders, our scientific assets and the NFSN," Proulx
concluded.

ZymeTx, Inc., headquartered in Oklahoma City, is a biotechnology
company engaged in the development of technology to produce
products for the diagnosis and treatment of viral disease, viral
management and disease surveillance. The Company developed
ZstatFlu, the world's first rapid point-of-care test capable of
detecting both Influenza A and B, and the National Flu
Surveillance Network(TM) (NFSN), a network of physician sites
across the country that use ZstatFlu to track influenza in their
communities and practices. Additional information on ZymeTx and
NFSN can be obtained by accessing the Web sites at
http://www.zymetx.comand http://www.fluwatch.com


* Regent Pacific Appoints Macintyre as Chief Marketing Officer
--------------------------------------------------------------
Regent Pacific Management Corporation, a global provider of
restructuring and corporate turnaround services since 1974, has
named George W. Macintyre as Chief Marketing Officer.

In making the announcement, Gary J. Sbona, Regent Pacific's
Chairman and CEO said, "Not since the early 1990s have we seen
such an intense need for our services on such a global scale.
Leaders of struggling companies worldwide must understand that
an early response is usually the key to a successful turnaround.
That's why we called on George Macintyre to help communicate the
importance of our message, which is - don't wait to ask for
help."

Macintyre joins Regent Pacific after 35 years in executive
management and top corporate marketing positions in the
technology industry. "The combination of new government
regulation, shrinking markets and sluggish cash flow creates
incredible pressure on most companies today," said Macintyre.
"Unfortunately, many organizations aren't equipped to operate in
that kind of environment, and they either do the wrong thing or
worse, they do nothing. We must get our message to the right
people before it's too late. The difference in timing can be one
of sharing in a positive outcome versus presiding over
dissolution and liquidation."

"People in all leadership and corporate governance positions
have to be on the lookout for early warning signs. Boards of
directors have special responsibilities, just as do the day-to-
day business managers," said Sbona, a turnaround industry
veteran. "Many managers either deny they have a problem or fail
to recognize that their organization may be under attack or
failing. Directors, lenders, investors and other key governance
groups must be able to recognize when it's time to call for
help. The earlier they do, the better chance we have to make a
successful turnaround."

Regent Pacific Management Corporation is a leading provider of
turnaround, crisis, and interim management services at the CEO,
COO, CFO, and CRO executive positions for companies in
transition. The firm specializes in the recovery and
restructuring of under-performing public and private companies.
Regent Pacific has successfully completed over 530 engagements
for 400 clients including over 175 restructurings,
reorganizations and bankruptcies.

Established in 1974, Regent Pacific is headquartered in San
Francisco with operations worldwide from satellite offices in
New York, London and The Hague. The firm also provides advisory
services, expert testimony and litigation support services. To
learn more, visit Regent Pacific at
http://www.regent-pacific.com


* BOND PRICING: For the week of November 11 - 15, 2002
------------------------------------------------------

Issuer                                Coupon  Maturity  Price
------                                ------  --------  -----
AES Corporation                        4.500%  08/15/05    20
AES Corporation                        9.375%  09/15/10    48
AES Corporation                        9.500%  06/01/09    52
Adaptec Inc.                           3.000%  03/05/07    70
Adelphia Communications                3.250%  05/01/21     6
Adelphia Communications                6.000%  02/15/06     6
Adelphia Communications                9.875%  03/01/05    35
Adelphia Communications                9.875%  03/01/07    33
Adelphia Communications               10.875%  10/01/10    36
Advanced Energy                        5.000%  09/01/06    68
Advanced Micro Devices Inc.            4.750%  02/01/22    63
Advanstar Communications              12.000%  02/15/11    66
Aether Systems                         6.000%  03/22/05    73
Agere Systems                          6.500%  12/15/09    53
Akamai Technologies                    5.500%  07/01/07    31
Allegheny Generating Company           6.875%  09/01/23    70
Alternative Living Services (Alterra)  5.250%  12/15/02     3
Alkermes Inc.                          3.750%  02/15/07    47
Alexion Pharmaceuticals Inc.           5.750%  03/15/07    60
Alpharma Inc.                          3.000%  06/01/06    72
Amazon.com Inc.                        4.750%  02/01/09    72
American Tower Corp.                   2.250%  10/15/09    58
American Tower Corp.                   5.000%  02/15/10    47
American Tower Corp.                   6.250%  10/15/09    49
American Tower Corp.                   9.375%  02/01/09    59
American & Foreign Power               5.000%  03/01/30    57
America West Airlines                  6.930%  01/02/08    58
Americredit Corp.                      9.875%  04/15/06    75
Amkor Technology Inc.                  5.000%  03/15/07    41
Amkor Technology Inc.                  9.250%  05/01/06    70
Amkor Technology Inc.                  9.250%  02/15/08    66
Amkor Technology Inc.                 10.500%  05/01/09    47
AMR Corp.                              9.000%  08/01/12    51
AMR Corp.                              9.000%  09/15/16    41
AMR Corp.                              9.750%  08/15/21    42
AMR Corp.                              9.800%  10/01/21    43
AnnTaylor Stores                       0.550%  06/18/19    62
ANR Pipeline                           9.625%  11/01/21    72
Arco Chemical Company                  9.800%  02/01/20    73
Armstrong World Industries             9.750%  04/15/08    42
AMR Corporation                        9.000%  09/15/16    74
AMR Corporation                        9.750%  08/15/21    75
AMR Corporation                        9.800%  10/01/21    75
Asarco Inc.                            8.500%  05/01/25    35
Aspen Technology                       5.250%  06/15/05    37
Atlas Air Inc.                         9.250%  04/15/08    51
AT&T Corp.                             6.500%  03/15/29    75
AT&T Wireless                          8.750%  03/01/31    71
Aurora Foods                           9.875%  02/15/07    61
Avaya Inc.                            11.125%  04/01/09    69
Axcelis Technologies                   4.250%  01/15/07    62
Best Buy Co. Inc.                      0.684%  06?27/21    66
Bethlehem Steel                        8.450%  03/01/05    14
Borden Inc.                            7.875%  02/15/23    59
Borden Inc.                            8.375%  04/15/16    63
Borden Inc.                            9.250%  06/15/19    67
Borden Inc.                            9.200%  03/15/21    64
Boston Celtics                         6.000%  06/30/38    65
Brocade Communication Systems          2.000%  01/01/07    70
Brooks Automatic                       4.750%  06/01/08    71
Browning-Ferris Industries Inc.        7.400%  09/15/35    73
Budget Group Inc.                      9.125%  04/01/06    17
Building Materials Corp.               8.000%  12/01/08    73
Burlington Northern                    3.200%  01/01/45    50
Burlington Northern                    3.800%  01/01/20    71
CSC Holdings Inc.                      7.625%  07/15/18    73
Calpine Corp.                          4.000%  12/26/06    44
Calpine Corp.                          4.000%  12/26/06    43
Calpine Corp.                          7.875%  04/01/08    36
Calpine Corp.                          8.500%  02/15/11    37
Calpine Corp.                          8.625%  08/15/10    36
Capital One Financial                  7.125%  08/01/08    68
Case Credit                            6.750%  10/21/07    75
Case Corp.                             7.250%  01/15/16    67
Cell Therapeutic                       5.750%  06/15/08    42
Centennial Cell                       10.750%  12/15/08    57
Century Communications                 8.875%  01/15/07    34
Champion Enterprises                   7.625%  05/15/09    35
Charter Communications, Inc.           4.750%  06/01/06    20
Charter Communications, Inc.           5.750%  10/15/05    23
Charter Communications Holdings        8.250%  04/01/07    54
Charter Communications Holdings        8.625%  04/01/09    53
Charter Communications Holdings        9.625%  11/15/09    53
Charter Communications Holdings       10.000%  04/01/09    44
Charter Communications Holdings       10.000%  05/15/11    52
Charter Communications Holdings       10.250%  01/15/10    54
Charter Communications Holdings       10.750%  10/01/09    55
Charter Communications Holdings       11.125%  01/15/11    54
Ciena Corporation                      3.750%  02/01/08    61
Cincinnati Bell Telephone (Broadwing)  6.300%  12/01/28    70
Cincinnati Bell Inc. (Broadwing)       7.250%  06/15/23    74
CIT Group Holdings                     5.875%  10/15/08    74
CNET Inc.                              5.000%  03/01/06    58
Coastal Corp.                          6.375%  02/01/09    74
Coastal Corp.                          6.500%  05/15/06    69
Coastal Corp.                          6.500%  06/01/08    73
Coastal Corp.                          6.950%  06/01/28    45
Coastal Corp.                          7.420%  02/15/37    55
Coastal Corp.                          7.500%  08/15/06    73
Coastal Corp.                          7.750%  10/15/35    53
Coeur D'Alene                          6.375%  01/31/05    73
Coeur D'Alene                          7.250%  10/31/05    70
Cogentrix Energy                       8.750%  10/15/08    74
Comcast Corp.                          2.000%  10/15/29    20
Comforce Operating                    12.000%  12/01/07    58
Commscope Inc.                         4.000%  12/15/06    74
Computer Associates                    5.000%  03/15/07    72
Computer Network                       3.000%  02/15/07    64
Conexant Systems                       4.000%  02/01/07    45
Conexant Systems                       4.250%  05/01/06    34
Conseco Inc.                           8.750%  02/09/04     6
Conseco Inc.                          10.750%  06/15/09    23
Continental Airlines                   4.500%  02/01/07    49
Corning Inc.                           3.500%  11/01/08    62
Corning Inc.                           6.300%  03/01/09    51
Corning Inc.                           6.750%  09/15/13    40
Corning Inc.                           6.850%  03/01/29    42
Corning Inc.                           7.000%  03/15/07    73
Corning Inc.                           8.875%  08/15/21    43
Corning Glass                          7.000%  03/15/07    63
Corning Glass                          8.875%  03/15/16    46
Cox Communications Inc.                3.000%  03/14/30    38
Cox Communications Inc.                0.348%  02/23/21    71
Cox Communications Inc.                0.348%  02/23/21    71
Cox Communications Inc.                0.426%  04/19/20    45
Cox Communications Inc.                7.750%  11/15/29    28
Critical Path                          5.750%  04/01/05    63
Critical Path                          5.750%  04/01/05    63
Crown Castle International             9.000%  05/15/11    70
Crown Castle International             9.375%  08/01/11    54
Crown Castle International             9.500%  08/01/11    71
Crown Castle International            10.750%  08/01/11    70
Crown Cork & Seal                      8.375%  01/15/05    68
Cubist Pharmacy                        5.500%  11/01/08    42
Cummins Engine                         5.650%  03/01/98    60
Cypress Semiconductor                  3.750%  07/01/05    70
Cypress Semiconductor                  4.000%  02/01/05    72
Dana Corp.                             7.000%  03/01/29    68
Dana Corp.                             7.000%  03/15/28    69
Delhaize America                       9.000%  04/15/31    72
Delta Air Lines                        7.700%  12/15/05    75
Delta Air Lines                        7.900%  12/15/09    56
Delta Air Lines                        8.300%  12/15/29    42
Dillard Department Store               7.000%  12/01/28    70
Dobson Communications Corp.           10.875%  07/01/10    72
Dobson/Sygnet                         12.250%  12/15/08    63
Documentum Inc.                        4.500%  04/01/07    74
Dresser Industries                     7.600%  08/15/96    60
DVI Inc.                               9.875%  02/01/04    74
Dynegy Holdings Inc.                   6.875%  04/01/11    41
EOTT Energy Partner                   11.000%  10/01/09    67
Echostar Communications                4.875%  01/01/07    74
Echostar Communications                5.750%  05/15/08    73
Edison Mission                         7.330%  09/15/08    71
El Paso Corp.                          7.000%  05/15/11    71
El Paso Corp.                          7.750%  01/15/32    56
El Paso Energy                         6.750%  05/15/09    64
El Paso Natural Gas                    7.500%  11/15/26    57
El Paso Natural Gas                    8.625%  01/15/22    66
Emulex Corp.                           1.750%  02/01/07    72
Enron Corp.                            9.875%  06/15/03    16
Enzon Inc.                             4.500%  07/01/08    71
Equistar Chemicals                     7.550%  02/15/26    62
E*Trade Group                          6.000%  02/01/07    65
E*Trade Group                          6.750%  05/15/08    71
Extreme Networks                       3.500%  12/01/06    72
FEI Company                            5.500%  08/15/08    71
Finisar Corp.                          5.250%  10/15/08    44
Finova Group                           7.500%  11/15/09    35
Fleming Companies Inc.                 5.250%  03/15/09    42
Fleming Companies Inc.                10.625%  07/31/07    67
Fluor Corp.                            6.950%  03/01/07    59
Food Lion Inc.                         8.050%  04/15/27    66
Ford Motor Co.                         6.500%  08/01/18    70
Ford Motor Co.                         6.625%  02/15/28    65
Ford Motor Co.                         7.125%  11/15/25    70
Ford Motor Co.                         7.500%  08/01/26    73
Fort James Corp.                       7.750%  11/15/23    65
Foster Wheeler                         6.750%  11/15/05    58
GCI Inc.                               9.750%  08/01/07    60
General Physics                        6.000%  06/30/04    51
Geo Specialty                         10.125%  08/01/08    72
Georgia-Pacific                        7.375%  12/01/25    62
Georgia-Pacific                        7.750%  11/15/29    62
Georgia-Pacific                        8.125%  06/15/23    68
Georgia-Pacific                        8.250%  03/01/23    69
Georgia-Pacific                        8.625%  04/30/25    71
Georgia-Pacific                        8.875%  05/15/31    71
Globespan Inc.                         5.250%  05/15/06    74
Goodyear Tire                          7.000%  03/15/28    60
Goodyear Tire                          7.857%  08/15/11    70
Gulf Mobile Ohio                       5.000%  12/01/56    63
Hanover Compress                       4.750%  03/15/08    75
Hasbro Inc.                            6.600%  07/15/28    74
Health Management Associates Inc.      0.250%  08/16/20    69
Health Management Associates Inc.      0.250%  08/16/20    69
HealthSouth Corp.                      7.000%  06/15/08    74
HealthSouth Corp.                      8.375%  10/01/11    64
HealthSouth Corp.                      8.500%  02/01/08    74
HealthSouth Corp.                     10.750%  10/01/08    68
Hertz Corp.                            7.000%  01/15/28    68
Human Genome                           3.750%  03/15/07    62
Human Genome                           5.000%  02/01/07    68
Huntsman Polymer                      11.750%  12/01/04    67
I2 Technologies                        5.250%  12/15/06    58
ICN Pharmaceuticals Inc.               6.500%  07/15/08    68
IMC Global Inc.                        7.300%  01/15/28    70
IMC Global Inc.                        7.375%  08/01/18    73
Ikon Office                            6.750%  12/01/25    64
Ikon Office                            7.300%  11/01/27    68
Imcera Group                           7.000%  12/15/13    69
Imclone Systems                        5.500%  03/01/05    59
Inhale Therapeutic Systems Inc.        3.500%  10/17/07    47
Inland Steel Co.                       7.900%  01/15/07    57
International Rectifier                4.250%  07/15/07    75
Interpublic Group                      1.870%  06/01/06    66
JL French Auto                        11.500%  06/01/09    54
Juniper Networks                       4.750%  03/15/07    72
Kaiser Aluminum & Chemicals Corp.      9.875%  02/15/49    67
Kmart Corporation                      8.125%  12/01/06    16
Kmart Corporation                      8.250%  01/01/22    22
Kmart Corporation                      8.375%  07/01/22    22
Kmart Corporation                      9.375%  02/01/06    19
Kulicke & Soffa Industries Inc.        4.750%  12/15/06    46
Kulicke & Soffa Industries Inc.        5.250%  08/15/06    48
LSI Logic                              4.000%  11/01/06    75
LSP Energy LP                          8.160%  07/15/25    74
LTX Corporation                        4.250%  08/15/06    60
Lehman Brothers Holding                8.000%  11/13/03    63
Level 3 Communications                 6.000%  09/15/09    34
Level 3 Communications                 6.000%  03/15/09    32
Level 3 Communications                 9.125%  05/01/08    58
Liberty Media                          3.500%  01/15/31    62
Liberty Media                          3.500%  01/15/31    63
Liberty Media                          3.750%  02/15/30    48
Liberty Media                          4.000%  11/15/29    50
LSI Logic                              4.000%  11/01/06    72
LSI Logic                              4.000%  11/01/06    72
LTX Corp.                              4.250%  08/15/06    64
Lucent Technologies                    5.500%  11/15/08    44
Lucent Technologies                    6.450%  03/15/29    32
Lucent Technologies                    6.500%  01/15/28    46
Lucent Technologies                    7.250%  07/15/06    52
Magellan Health                        9.000%  02/15/08    18
Mail-Well I Corp.                      8.750%  12/15/08    52
Mail-Well I Corp.                      9.625%  03/15/12    66
Mastec Inc.                            7.750%  02/01/08    75
MCI Communications Corp.               7.500%  08/20/04    29
MCI Communications Corp.               7.750%  03/15/24    30
Medarex Inc.                           4.500%  07/01/06    57
Mediacom Communications                5.250%  07/01/06    71
Mediacom LLC                           7.875%  02/15/11    67
Mediacom LLC                           8.500%  04/15/08    75
Mediacom LLC                           9.500%  01/15/13    73
Metris Companies                      10.000%  11/01/04    75
Metris Companies                      10.125%  07/15/06    73
Mikohn Gaming                         11.875%  08/15/08    73
Mirant Corp.                           5.750%  07/15/07    51
Mirant Americas                        7.200%  10/01/08    48
Mirant Americas                        7.625%  05/01/06    63
Mirant Americas                        8.300%  05/01/11    42
Mirant Americas                        8.500%  10/01/21    35
Mirant Americas                        9.125%  05/01/31    59
Mission Energy                        13.500%  07/15/08    43
Missouri Pacific Railroad              4.750%  01/01/20    71
Missouri Pacific Railroad              4.750%  01/01/30    68
Missouri Pacific Railroad              5.000%  01/01/45    54
Motorola Inc.                          5.220%  10/01/21    54
Motorola Inc.                          6.500%  11/15/28    74
MSX International                     11.375%  01/15/08    65
NTL (Delaware)                         5.750%  12/15/09    14
NTL Communications Corp.               6.750%  05/15/08    16
NTL Communications Corp.               7.000%  12/15/08    19
National Vision                       12.000%  03/30/09    60
Natural Microsystems                   5.000%  10/15/05    57
Navistar Financial                     4.750%  04/01/09    69
Nextel Communications                  5.250%  01/15/10    70
Nextel Communications                  6.000%  06/01/11    71
Nextel Partners                       11.000%  03/15/10    67
NGC Corp.                              7.625%  10/15/26    56
Noram Energy                           6.000%  03/15/12    66
Northern Pacific Railway               3.000%  01/01/47    49
Northern Pacific Railway               3.000%  01/01/47    49
Nvidia Corp.                           4.750%  10/15/07    75
ON Semiconductor                      12.000%  05/15/08    73
ONI Systems Corporation                5.000%  10/15/05    74
OSI Pharmaceuticals                    4.000%  02/01/09    68
Owens-Illinois Inc.                    7.800%  05/15/18    68
PG&E National Energy                  10.375%  05/16/11    36
Panamsat Corp.                         6.875%  01/15/28    71
Paxson Communications                 10.750%  07/15/08    75
Pegasus Satellite                     12.375%  08/01/06    49
Photronics Inc.                        4.750%  12/15/06    68
PMC-Sierra Inc.                        3.750%  08/15/06    70
Polaroid Corp.                        11.500%  02/15/06     5
Polymer Group                          9.000%  07/01/07    21
Primedia Inc.                          7.625%  04/01/08    71
Primedia Inc.                          8.875%  05/15/11    73
Providian Financial                    3.250%  08/15/05    64
PSEG Energy Holdings                   8.500%  06/15/11    71
Public Service Electric & Gas          5.000%  07/01/37    70
Photronics Inc.                        4.750%  12/15/06    72
Quanta Services                        4.000%  07/01/07    54
Qwest Capital Funding                  7.000%  08/03/09    44
Qwest Capital Funding                  7.250%  02/15/11    44
Qwest Capital Funding                  7.625%  08/03/21    47
Qwest Capital Funding                  7.750%  08/15/06    62
Qwest Capital Funding                  7.900%  08/15/10    44
Qwest Communications Int'l             7.250%  11/01/06    48
RF Micro Devices                       3.750%  08/15/05    74
RF Micro Devices                       3.750%  08/15/05    74
Redback Networks                       5.000%  04/01/07    21
Rite Aid Corp.                         4.750%  12/01/06    67
Rite Aid Corp.                         7.125%  01/15/07    68
Rite Aid Corp.                         7.125%  01/15/07    69
Rockwell Int'l                         5.200%  01/15/98    72
Royster-Clark                         10.250%  04/01/09    71
Rural Cellular                         9.625%  05/15/08    50
Ryder System Inc.                      5.000%  02/25/21    72
SBA Communications                    10.250%  02/01/09    49
SCI Systems Inc.                       3.000%  03/15/07    58
Saks Inc.                              7.375%  02/15/19    72
Sepracor Inc.                          5.000%  02/15/07    55
Sepracor Inc.                          5.750%  11/15/06    58
Sepracor Inc.                          7.000%  12/15/05    62
Service Corp. Int'l                    6.750%  06/22/08    74
Silicon Graphics                       5.250%  09/01/04    54
Simula Inc.                            8.000%  05/01/04    73
Skechers USA, Inc.                     4.500%  04/15/07    65
Solutia Inc.                           7.375%  10/15/27    73
Sonat Inc.                             6.625%  02/01/08    63
Sonat Inc.                             6.750%  10/01/07    65
Sonat Inc.                             7.625%  07/15/11    57
Sonic Automotive                       5.250%  05/07/09    74
Sotheby's Holdings                     6.875%  02/01/09    74
Sprint Capital Corp.                   6.000%  01/15/07    74
Sprint Capital Corp.                   6.875%  11/15/28    70
Sprint Capital Corp.                   6.900%  05/01/19    66
Sprint Capital Corp.                   8.375%  03/15/28    66
Sprint Capital Corp.                   8.750%  03/15/32    72
TCI Communications Inc.                7.125%  02/15/28    74
TECO Energy Inc.                       7.000%  05/01/12    73
Tenneco Inc.                          10.000%  03/15/08    74
Tenneco Inc.                          11.625%  10/15/09    70
Tennessee Gas PL                       7.000%  10/15/28    53
Tennessee Gas PL                       7.500%  04/01/17    62
Tennessee Gas PL                       7.625%  04/01/37    56
Teradyne Inc.                          3.750%  10/15/06    72
Tesoro Pete Corp.                      9.000%  07/01/08    52
Tesoro Pete Corp.                      9.625%  11/01/08    57
TIG Holdings Inc.                      8.125%  04/15/05    75
Time Warner Inc.                       6.625%  05/15/29    74
Transwitch Corp.                       4.500%  09/12/05    59
Trenwick Capital I                     8.820%  02/01/37    72
Tribune Company                        2.000%  05/15/29    73
Triton PCS Inc.                        8.750%  11/15/11    69
Triton PCS Inc.                        9.375%  02/01/11    74
Trump Atlantic                        11.250%  05/01/06    74
Turner Broadcasting                    8.375%  07/01/13    74
TXU Corp.                              6.375%  06/15/06    75
US Airways Passenger                   6.820%  01/30/14    70
US Airways Passenger                   9.010%  01/20/19    49
US Airways Inc.                        7.960%  01/20/18    74
Ugly Duckling                         11.000%  04/15/07    60
United Air Lines                      10.670%  05/01/04    20
United Air Lines                      11.210%  05/01/14    28
Universal Health Services              0.426%  06/23/20    66
US Timberlands                         9.625%  11/15/07    54
US West Capital Funding                6.250%  07/15/05    63
US West Capital Funding                6.375%  07/15/08    45
US West Capital Funding                6.875%  07/15/28    67
US West Communications                 6.875%  09/15/33    70
US West Communications                 7.250%  10/15/35    66
US West Communications                 7.500%  06/15/23    71
Utilicorp United                       7.625%  11/15/09    70
Utilicorp United                       7.950%  02/01/11    71
Utilicorp United                       8.000%  03/01/23    57
Utilicorp United                       8.270%  11/15/21    59
Veeco Instrument                       4.125%  12/21/08    71
Vertex Pharmaceuticals                 5.000%  09/19/07    73
Vesta Insurance Group                  8.750%  07/15/25    74
Viropharma Inc.                        6.000%  03/01/07    35
Vitesse Semiconductor                  4.000%  03/15/05    72
Weirton Steel                         10.750%  06/01/05    66
Westpoint Stevens                      7.875%  06/15/08    20
Williams Companies                     6.625%  11/15/04    65
Williams Companies                     6.750%  01/15/06    65
Williams Companies                     7.125%  09/01/11    73
Williams Companies                     7.875%  09/01/21    65
Williams Holding (Delaware)            6.250%  02/01/06    72
Williams Holding (Delaware)            6.500%  12/01/08    57
Wind River System                      3.750%  12/15/06    69
Witco Corp.                            6.875%  02/01/26    70
Witco Corp.                            7.750%  04/01/23    75
Worldcom Inc.                          6.400%  08/15/05    12
XM Satellite Radio                     7.750%  03/01/06    39
Xerox Corp.                            0.570%  04/21/18    60
Xerox Credit                           7.200%  08/05/12    68

                          *********

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
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                *** End of Transmission ***