TCR_Public/021113.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, November 13, 2002, Vol. 6, No. 225    

                          Headlines

360NETWORKS: Telecom to Sell Dallas Pop Site Assets to Highgate
AES CORP: S&P Keeps Watch on B+ Rating as Tender Offer Extended
AIR CANADA: Revenue Passenger Miles Climb 17.4% in October
ALL-AMERICAN TERM: Board Declares November & December Dividends
ALLICAN RESOURCES: Repays Debts to Two Creditors via Equity Swap

AMERICAN AIRLINES: Executives & Pilots Meet to Address Issues
AMES DEPARTMENT: Proposes Designation Rights Bidding Procedures
ANC RENTAL: Wants to Keep Plan Filing Exclusivity Until March 8
ANNUITY & LIFE: Claim for Breach of Transamerica Contract Nixed
ASSISTED LIVING: Cuts Sept. 30 Working Capital Deficit to $5MM

BETHLEHEM STEEL: Enters into Indiana Flame Slab Cutting Pact
BWAY: S&P Assigns Low-B Bank Loan & Planned Senior Sub. Notes
CDI EDUCATION: Working Capital Deficit Tops $7 Mill. at Sept. 30
CLAXSON INTERACTIVE: Completes Exchange Offer for 11% Sr. Notes
DOANE PET CARE: 3rd Quarter Results Continue to Show Improvement

DOMAN INDUSTRIES: S&P Cuts L-T Rating to D Following CCAA Filing
ENRON CORP: Court OKs Plante & Moran as Neal Batson's Accountant
E.SPIRE: UST Wants Details of Alvarez & Marsal's Fee Application
FANNIE MAE MULTIFAMILY: S&P Cuts Ratings on 2 Classes to B-/CCC+
FEDERAL-MOGUL: Committee Wins Approval to Adopt Trading Protocol

FIRST COMMUNITY: Sells $20.8MM Receivables to Consumer Fin. Firm
GENESIS ENERGY: Continues to Generate Strong Cash Flow in Q3
GENTEK INC: US Trustee to Convene Creditors' Meeting on Monday
GENUITY INC: Inks New 10-Day Standstill Agreement with Lenders
GLOBAL CROSSING: UST Amends Unsecured Creditors' Subcommittee

GLOBAL CROSSING: Providing Spartan Equities Extranet Services
HAYES LEMMERZ: Hiring CB Richard Ellis as Real Estate Broker
HOMELIFE: Secures Nod to Further Stretch Lease Decision Period
IESI CORP: September 30 Balance Sheet Upside-Down by $31 Million
INACOM CORP: Court Further Stretches Exclusivity through Dec. 3

INTEGRATED HEALTH: Wins Nod to Sell IHS-126 to Baltic for $2.6MM
KMART CORP: SEC Has Until January 29 to File Proof of Claim
LERNOUT & HAUSPIE: Files Liquidating Plan & Disclosure Statement
LIGHT MANAGEMENT: Restructures & Downsizes Operations in Atlanta
LTV: Calfee Halter & Griswold Employment Ends December 31, 2001

LUND INT'L: Aftermarket Swaps 10K Preferred for Common Shares
MATLACK SYSTEMS: Court Converts Cases to Chapter 7 Liquidation
MCMS INC: Exclusive Plan Filing Period Extended through Dec. 12
MED DIVERSIFIED: Sues JP Morgan et. al. Seeking $1BB in Damages
MERLIN SOFTWARE: Ceases Operations Due to Lack of Financing

METALS USA: Excess Claims Must be Filed by December 2, 2002
MISS. CHEMICAL: S&P Affirms Ratings over Loan Maturity Extension
MORTON HOLDINGS: Signs-Up Saul Ewing as Bankruptcy Co-Counsel
MTS INC: DeVaughn Searson Resigns as Chief Financial Officer
NASH FINCH: Delayed Results Spur S&P to Keep Watch on BB Rating

NATIONAL STEEL: Has Until May 6 to Make Lease-Related Decisions
OWENS CORNING: Signs-Up Crawford & Winiarski to Replace Andersen
PAC-WEST TELECOMM: Considering Options to Cut Debt Obligations
PLANETRX.COM: Appoints Steven Burleson as CEO and Director
QUANTUM CORP: S&P Ratchets Corporate Credit Rating Down a Notch

QWEST: Applauds Colorado Court's Ruling against Milberg's Motion
QWEST COMMS: Closes First Phase of the QwestDex Sale for $2.75MM
REPTRON ELECTRONICS: Operating Losses Spur S&P to Lower Ratings
RFS ECUSTA: Wants to Use Transamerica's Cash Collateral
ROHN INDUSTRIES: Lenders Agree to Forbear Further Until Jan. 31

SEITEL INC: Third Quarter Results Show Improved Performance
STEERS: S&P Cuts Rating on Ford-Related STEERS to BB+
TEAM AMERICA: Reports Continued Improvement in Q3 2002 Results
TENFOLD: Shares Delisted from Nasdaq SmallCap Effective Nov. 12
TIME WARNER: S&P Affirms B Credit Rating & Removes it from Watch

TITAN INT'L: Weak End Markets Prompt S&P to Hatchet Rating to B-
TRENWICK: S&P Slashes Counterparty Credit Rating to Junk Level
TRM CORP: Working Capital Deficit Balloons to $18 Million
TWINLAB CORP: Net Capital Deficiency Tops $5 Million at Sept. 30
TYCO: Board Reaffirms 9 Current Members Won't Seek Re-Election
UNION ACCEPTANCE: Commences Trading on OTCBB Effective Nov. 12

UNIROYAL TECHNOLOGY: Signs-Up Deloitte & Touche as Accountants
UNIVERSAL ACCESS: Says Cash Sufficient to Fund Current Operation
US AIRWAYS: Enters Settlement Agreement with United Technologies
USOL HOLDINGS: Board of Direc. Votes to Terminate SEC Reporting
VISHAY: S&P Concerned About Planned BCcomponents Acquisition

WARNACO GROUP: Secures Authority to Purchase Insurance Policies
WESTAR ENERGY: S&P Says Ratings Unaffected by CEO's Indictment
WESTAR ENERGY: Must Deliver Plan to Kansas Regulator in 90 Days
WESTPORT RESOURCES: S&P Ratchets Corp. Credit Rating Down to BB
WHEELING-PITTSBURGH: Proposes Procedures re Avoidance Actions

WORLDCOM INC: Court Approves Wilmer Cutler as Special Counsel
WORLDCOM INC: Posts $108 Million Net Loss for September 2002
WORLDCOM INC: Commits $6 Million to Continue MarcoPolo in 2003
WORLDCOM INC: Section 341 Meeting to Convene Tomorrow
XPLORE TECHNOLOGIES: Posts $2.9-Mill. Net Loss on $500K Revenue

* Cary Stanford Joins Saybrook Capital as Managing Director

* Meetings, Conferences and Seminars

                          *********

360NETWORKS: Telecom to Sell Dallas Pop Site Assets to Highgate
---------------------------------------------------------------
Prior to the Petition Date, Debtor Telecom Central, LP purchased
certain real property and improvements located at 400 South
Akard Street in Dallas, Texas.  Telecom serves as landlord to
various tenants of the Property, including 360networks (USA)
inc., which operates a point-of-presence site on the Property.

Texas Carrier Centers, inc., another debtor, is the general
partner of Telecom.  The limited partnership interests in
Telecom are owned by 360 USA.

Shelley C. Chapman, Esq., at Willkie Farr & Gallagher, in New
York, relates that on October 21, 2002, 360 USA, Telecom and
Carrier Center entered into an Agreement of Assignment, Purchase
and Sale and Joint Escrow Instructions with Highgate Holdings,
Inc. and KFP Holdings Ltd. -- Highgate Entities.  The Purchase
Agreement is for the sale of the assets associated with the
Property, including certain leases.

Pursuant to the Purchase Agreement, at the Highgate Entities'
election:

    (a) Telecom will sell the Property to Highgate; or

    (b) 360 USA and Carrier Center will sell all their
        interests in Telecom to the Highgate Entities.

In either event, because the Property is Telecom's only known
asset, the net effect of the transaction would be that the
Debtors will have divested themselves of the Property, in
exchange for $6,500,000, subject to certain adjustments.  As
contemplated by the Purchase Agreement, 360 USA will remain a
tenant at the Property to enable it to continue providing
telecommunications services to its customers through the POP
site on the Property.  In addition, the Purchase Agreement is
subject to the Debtors' ability to consider higher and better
offers for the Property.

Accordingly, the Debtors seek the Court's authority and approval
of the sale of their interest in the Property to Highgate
Entities or to other party who will submit a better offer.
Pursuant to Section 363 of the Bankruptcy Code, the Debtors also
ask the Court to declare:

    (a) the Sale to be free and clear of any encumbrances, liens
        and claims; and

    (b) the Highgate Entities as good faith purchaser.

Ms. Chapman contends that the sale should be approved because:

    (a) the Debtors do not require the Property for the
        operation of their business;

    (b) the Debtors anticipated the cash to be generated from
        the sale of the Property when formulating their post-
        confirmation business plan;

    (c) the Purchase Agreement provides for 360 USA's continued
        presence in the Property;

    (d) any encumbrances, if any, to the Property may be
        attached to the proceeds of the proposed assignment
        transactions, subject to the rights and defenses of the
        Debtors; and

    (e) the transaction was negotiated at arm's length and in
        good faith.

Furthermore, the Debtors ask Judge Gropper to exempt the sale
from Transfer Taxes pursuant to Section 1146(c) of the
Bankruptcy Code. (360 Bankruptcy News, Issue No. 37; Bankruptcy
Creditors' Service, Inc., 609/392-0900)    


AES CORP: S&P Keeps Watch on B+ Rating as Tender Offer Extended
---------------------------------------------------------------
Standard & Poor's Ratings Services will not change the corporate
credit rating of AES Corp., (B+/Watch Neg/--) following AES'
announcement of the extension until December 3, 2002, of the
tender offer for its December 2002 notes and June 2003 ROARS,
with changes in the terms of the offer. Standard & Poor's
believes that the extension reflects the difficulty in reaching
an agreement given the multitude of parties involved, the
circumstances of the exchange offer, and the time until the Dec.
15 maturity date is reached.

Standard & Poor's does reiterate that if the transaction is not
consummated, the rating would fall substantially given that
liquidity to pay the December 15 maturity would be tight, and
the likelihood of rolling the bank debt in 2003 would be lower
given that this is currently contingent on the exchange offer.
As such, if the tender is unsuccessful, a default or bankruptcy
filing is possible.

AES Corporation's 10.25% bonds due 2006 (AES06USR1), DebtTraders
reports, are trading at 24 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AES06USR1for  
real-time bond pricing.


AIR CANADA: Revenue Passenger Miles Climb 17.4% in October
----------------------------------------------------------
Air Canada flew 17.4 per cent more revenue passenger miles in
October 2002 than in October 2001, according to preliminary
traffic figures. Capacity increased by 8.1 per cent, resulting
in a load factor of 74.4 per cent, compared to 68.5 per cent in
October 2001; an increase of 5.9 percentage points.

"Year-over-year comparisons were affected by the events of
September 11, 2001, which resulted in a significant subsequent
decline in passenger demand. In comparison to October 2000,
traffic declined 3.6 per cent while capacity was reduced by 10
per cent. Air Canada's October 2002 load factor of 74.4 per
cent, the second highest among major North American carriers,
rose 4.9 percentage points over that of October 2000. This solid
load factor performance reflects disciplined capacity management
as well as particularly strong Asian markets", said Rob
Peterson, Executive Vice President and Chief Financial Officer.

At September 30, 2002, Air Canada's balance sheet shows a total
shareholders' equity deficit of about $1.5 billion.

DebtTraders reports that Air Canada's 10.25% bonds due 2011
(AIRC11CAN1) are trading at 50 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AIRC11CAN1
for real-time bond pricing.


ALL-AMERICAN TERM: Board Declares November & December Dividends
---------------------------------------------------------------
All-American Term Trust Inc. (NYSE: AAT), a closed-end
management investment company with an investment objective of
providing a high level of current income, consistent with the
preservation of capital, announced that the Trust's Board of
Directors has declared monthly dividends from net investment
income of $0.025 per share for the months of November and
December 2002.

The dividends are payable on November 29 and December 31, 2002,
respectively, to shareholders of record as of November 21 and
December 24, 2002, respectively. The ex-dividend dates are
November 19 and December 20, 2002, respectively.

In addition, the Trust's Board of Directors declared on October
14, 2002, a partial liquidating distribution of $0.1100 per
share payable on December 29, 2002. The record and ex-dividend
dates relating to this distribution will be set and announced in
December 2002. The accelerated declarations and the partial
liquidating distribution are necessary to meet certain
requirements of the Internal Revenue Code applicable to
regulated investment companies, such as the Trust.

Based on the Trust's net asset value of $12.18 per share as of
October 31, 2002, the time remaining until the Trust's
termination on or about December 31, 2002, and assuming the
continuation of current market conditions, UBS Global Asset
Management believes that it is unlikely that the Trust will be
able to return the full amount of its $15 initial offering price
to shareholders upon its termination.


ALLICAN RESOURCES: Repays Debts to Two Creditors via Equity Swap
----------------------------------------------------------------
Allican Resources Inc., (ALI-VEN) confirms the issue of 249,296
common shares at a price of $0.40 per share and of 124,648
warrants at two creditors in settlement of their debts totaling
$99,718.45, as previously announced on September 17, 2002. Each
warrant entitles its holder to subscribe one common share of the
Company at the price of $0.52 per share until November 7, 2004.

The shares and the warrants, as well as the shares issued
further to the exercise of the warrants may not be sold,
transferred or otherwise traded prior to March 7, 2003.

Allican Resources Inc., is a company listed on the TSX Venture
Exchange and is in the process of realizing the implementation
of a ferrochrome production plant and intends to continue its
efforts to develop the potential of its mining properties. The
TSX Venture Exchange does not accept responsibility for the
adequacy or accuracy of this release.

At December 31, 2001, the Company's balance sheets show that its
total current liabilities exceeded total current assets by about
$700,000.


AMERICAN AIRLINES: Executives & Pilots Meet to Address Issues
-------------------------------------------------------------
Leaders of the Allied Pilots Association, the collective
bargaining agent for the 13,500 pilots of American Airlines
(NYSE:AMR), met Monday with AMR CEO Don Carty and other senior
executives to discuss ways to address the financial challenges
at American Airlines.

"APA is seeking to have a voice in the future direction of
American Airlines to enhance prospects for recovery at the
airline," said Captain John E. Darrah, APA President.

During the meeting, APA discussed the company's ability to
compete in the small jet marketplace. APA's intent is to work
with the company to provide access to additional revenue streams
while at the same time securing additional flying and expansion
opportunities for pilots. The type of mutually beneficial
agreement sought would allow American Airlines to expand in the
small jet arena with a competitive cost structure while
eliminating outsourcing. In APA's view, such an agreement would
help position the company to become a much stronger, more
competitive airline.

Aware of the financial turbulence impacting employees at other
carriers, APA emphasized that the union is prepared to explore a
range of compensation options that would simultaneously benefit
its membership while allowing AMR to remain competitive.
Presently, American Airlines' pilots work at deeply discounted
rates as compared to their peers at Northwest, Delta and even
United.

"Our current rates are still below the latest United pilot pay
rates negotiated last week even though the prospect of
bankruptcy looms over that company," said Darrah.

APA is also working with the other labor groups on the AMR
property in an effort to identify mutually beneficial solutions.
The hope at this time is that the fruits of a labor-management
approach will provide the company a tool to facilitate a
seamless operation with greater flexibility. Managing and
leading all labor groups on the property in this effort will
provide needed labor stability and help abate further financial
erosion of the company.

"The APA pilots are attempting to proactively address volatile
market shifts by addressing operational issues, ways to increase
revenues, and product flexibility. We hope to position the
company advantageously for recovery, improve the corporate
balance sheet and make American Airlines the number one choice
of the traveling public," said Darrah.

"It is time for a new direction at American Airlines," said
Darrah. "We want this meeting to demonstrate that the employees
of AMR wish to participate with management in a shared vision
and commitment to the future of this company."

Headquartered in Fort Worth, Texas, APA was founded in 1963.


AMES DEPARTMENT: Proposes Designation Rights Bidding Procedures
---------------------------------------------------------------
Ames Department Stores, Inc., and its debtor-affiliates will
subject the sale of the Designation Rights to a bidding, in
order to ensure that the maximum value is obtained.

"The Debtors' interests in these Properties are among the most
valuable assets of the Debtors' estates, and maximizing the
[Property] value is of paramount importance to the Debtors,
their creditors, and their estates," Martin J. Bienenstock,
Esq., at Weil, Gotshal & Manges LLP, points out.

Accordingly, Judge Gerber establishes bidding procedures to
govern the submission and acceptance of competing bids at the
Auction.  Pursuant to the Bidding Procedures:

  -- The Debtors will not entertain or accept any bid unless
     that bid is:

     (a) received by the attorneys for the Debtors, with copies
         received by the Debtors, attorneys for the statutory
         creditors' committee, and Shaw's at the close of
         business on the third business day before the Auction;

     (b) accompanied by:

           (i) a cash deposit of at least 10% of the aggregate
               amount of the bid, payable to Weil, Gotshal &
               Manges LLP, as escrow agent; and

          (ii) a duly executed designation rights agreement that
               is substantially similar to Shaw's Designation
               Rights Agreement and marked to reflect variations
               from the Designation Rights Agreement.

               The Competing Bidder's Designation Rights
               Agreement must provide that:

               * the proposed purchase price will be all cash
                 and at least $970,000 greater than the sum of
                 the Purchase Price and the $1,455,000 Break-Up
                 Fee under the Designation Rights Agreement;

               * closing will take place no later than two days
                 after the Sale Hearing; and

               * the bid will not include any due diligence or
                 financing contingency;

     (c) made by a bidder that demonstrates it is:

           (i) financially able to consummate the transaction
                 contemplated by the bid; and

          (ii) able to consummate the transaction on terms equal
               to or better than the terms of the Designation
               Rights Agreement; and

     (d) expressly made subject to the Debtors' obligations to
         pay the Break-Up Fee pursuant to the terms of the
         Designation Rights Agreement.

  -- A Qualified Bid, with the exception of the Minimum Overbid,
     will also include bids for the Designation Rights with
     respect to one or more Properties on an individual basis as
     a package or in packages from more than one bidder.
     However, the Debtors will not accept the bids on an
     individual or package basis unless the total bids for the
     Designation Rights in respect of the Properties exceed the
     sum of the Purchase Price and the Break-Up Fee, plus
     $970,000;

  -- The Debtors will conduct an Auction if they receive a
     Qualified Bid;

  -- During the Auction:

     (a) all bids will be made and received at the Auction, on
         an open basis, and all other bidders will be entitled
         to be present.  The true identity of each bidder will
         be fully disclosed to all other bidders.  All material
         terms of each bid will also be fully disclosed to all
         other bidders throughout the entire Auction;

     (b) the opening bid at the Auction will not be less than
         the Minimum Overbid;

     (c) all offers subsequent to the opening bid at the Auction
         must exceed the prior offer by not less than $500,000;

     (d) with respect to any further overbid submitted by
         Shaw's, the consideration offered by Shaw's will be
         deemed to include the full amount of the Break-Up Fee
         payable to Shaw's;

     (e) bidding at the Auction will continue until the highest
         or best offer is determined by the Debtors, in
         consultation with the statutory creditors' committee;
         and

     (f) upon conclusion of the Auction, the Court will
         determine the highest or otherwise best bid;

  -- If the Debtors do not receive any Qualified Bids, they will
     report this to the Court and will proceed with the Sale
     Hearing and no Auction will be held;

  -- If the Debtors will receive a Qualified Bid from a
     Competing Bidder that is determined to be the highest or
     best offer; and that bid has been approved in all respects
     by the Court pursuant to a final, non-appealable order; and
     the transaction for that Competing Bid has been closed:

     (a) the Designation Rights Agreement with Shaw's will be
         deemed terminated without further action on the part of
         the Debtors or Shaw's and as soon as practicable; and

     (b) within three days, the Debtors will return the Deposit
         to Shaw's by wire transfer of immediately available
         funds.  The Debtors will also pay the Break-Up Fee to
         Shaw's by wire transfer upon the closing of the
         transaction with the Competing Bidder.

The Auction will be held on November 15, 2002 at 10:00 a.m.
(Eastern Time), in the offices of Weil, Gotshal and Manges LLP
at 767 Fifth Avenue in New York, New York 10153, for
consideration of qualifying higher and better offers that may be
presented. Judge Gerber will convene a Sale Hearing to consider
the Motion and the proposed Designation Order on November 25,
2002 at 9:45 a.m. (Eastern Time). (AMES Bankruptcy News, Issue
No. 28; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ANC RENTAL: Wants to Keep Plan Filing Exclusivity Until March 8
---------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates ask the Court
to further extend their exclusive period to file a Chapter 11
Plan to March 8, 2003, and their exclusive period to solicit
acceptances of that plan to May 7, 2003 -- without prejudice to
their right to seek further extensions.

Courts have routinely considered these factors in extending the
Exclusive Periods:

-- the size and complexity of the Chapter 11 case;

-- the existence of good faith progress towards reorganization;

-- the existence of an unresolved contingency; and

-- whether the debtor is paying its bills when they come due.

Mark J. Packel, Esq., at Blank Rome Comisky & McCauley LLP, in
Wilmington, Delaware, contends that the Debtors qualify to have
their Exclusive Periods extended because their Chapter 11 cases
are unusually large and complex.  The Debtors own and operate
one of the world's largest car rental businesses under the brand
names Alamo and National and maintain a strong presence in the
airport leisure and business travel market of the automotive
rental industry.  The Debtors' Chapter 11 cases are one of the
biggest that were filed in 2001.

Under their Chapter 11 cases, the Debtors have been focusing on
their business affairs, developing cost strategies and
implementing the business strategy of consolidating the Alamo
and National operations at airports throughout the country.  The
Debtors have been obtaining vehicles critical to their business.
In that regard, the Debtors have:

A. received commitments and Court approval for up to
   $3,350,000,000 in financing to be used by certain non-debtor
   special purpose entities to finance the purchase of vehicles
   critical to the Debtors' Reorganization efforts; and

B. entered into an agreement with General Motors and GMAC that
   provides for the Debtors to purchase GM vehicles from certain
   designated car dealers.

In addition, the Debtors obtained Court approval for their
agreement with Liberty Mutual Insurance Company, pursuant to
which Liberty agreed to continue providing surety bonds
essential to their ability to operate their businesses and to
successfully reorganize.  The Debtors also negotiated a
consensual longer-term cash collateral order with their secured
lenders to December 15, 2002.

Mr. Packel tells the Court that the Debtors have been making
good faith progress towards a restructuring.  Since the Petition
Date, the Debtors have been focusing on restructuring their
businesses and maximizing value for all of their creditors.  The
Debtors, in particular, have retained Alix Partners LLC to
assist in the restructuring of the Debtors' business and the
development of a Plan.  The Debtors have hired Travis Tanner as
Senior Vice President to help with sales and marketing as the
Debtors begin to gain market share.

The Debtors have also worked diligently to restore good
relationships with all of their secured lenders.  The Debtors
have presented to both the Creditors' Committee and the secured
lenders their businesses and restructuring efforts.  The Debtors
also have been paying their undisputed postpetition obligations
as they came due.

According to Mr. Packel, the Debtors need another extension of
their exclusive periods because while they have been attempting
to formulate a Plan, outside factors have delayed the process.
Although objections by Hertz and Avis to the Debtors' attempts
to consolidate operations at airports have largely been resolved
by the Court, prior to their resolution, the Debtors' dispute
with Hertz and Avis were extremely time-consuming and delayed
the Debtors' efforts in developing a Plan and obtaining long-
term financing.  The disputes, coupled with the day-to-day
demands of running a large and complex business, had forced the
Debtors to divert substantial attention from formulating a Plan.

Mr. Packel assures the Court that Congress Financial
Corporation, Lehman Brothers Inc., Liberty Mutual Insurance
Company and the Official Committee of Unsecured Creditors have
all consented to the extension of the Exclusive Periods.

The Court will convene a hearing to consider the Debtors'
request on December 3, 2002.  By application of Del.Bankr.LR
9006-2, the current deadline is automatically extended through
the conclusion of that hearing. (ANC Rental Bankruptcy News,
Issue No. 22; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ANNUITY & LIFE: Claim for Breach of Transamerica Contract Nixed
---------------------------------------------------------------
Annuity & Life Re (Holdings), Ltd., (NYSE: ANR) announced that
its claim for breach of contract against Transamerica Re was
denied by the Arbitration Panel assigned to the matter.  In the
decision, the Panel upheld Transamerica's position that the
treaty between Annuity Re and Transamerica constitutes a valid
and enforceable contract.

Annuity and Life Re (Holdings), Ltd., provides annuity and life
reinsurance to insurers through its wholly owned subsidiaries,
Annuity and Life Reassurance, Ltd., and Annuity and Life Re
America.

As reported in Troubled Company Reporter's August 27, 2002
edition, Fitch Ratings lowered the insurer financial strength
rating of Annuity & Life Reassurance, Ltd., to 'BBB+' from 'A-'.
Fitch has also lowered to 'BB+' from 'BBB-', and withdrawn, its
rating on the senior debt included in Annuity & Life Re
(Holdings), Ltd.'s shelf registration. There is currently no
debt outstanding. The rating remains on Rating Watch Negative,
on which it was placed July 26, 2002.

This rating action reflects Fitch's view that ANR's business
model has become overly dependent on the company's ability to
obtain credit in various forms to allow it to provide collateral
to its U.S.-based ceding companies. Being Bermuda-based, ANR is
an unauthorized reinsurer in the U.S., and like all unauthorized
reinsurers, it must post collateral to the benefit of its U.S.
ceding companies per U.S. regulatory requirements. Such
collateral can be provided in the form of trust deposits and/or
letters of credit. The majority of said collateral is used to
support redundant reserves arising from Triple-X life products.
Management is reducing this dependency going forward.


ASSISTED LIVING: Cuts Sept. 30 Working Capital Deficit to $5MM
--------------------------------------------------------------
Assisted Living Concepts, Inc. (OTCBB:ASLC), a national provider
of assisted living services, announced its financial results for
the quarter ended Sept. 30, 2002.

For the quarter ended Sept. 30, 2002, the Company incurred a net
loss from continuing operations of $524,000 as compared to a net
loss from continuing operations of $7.1 million for the quarter
ended Sept. 30, 2001. Revenue increased $2.1 million to $39.2
million, for the three months ended Sept. 30, 2002, from the
comparable period of 2001. All figures are based on same store
operations for the Company's 178 residences, and do not include
results for five residences sold on Sept. 30, 2002 and one
residence which is held for sale.

For the quarter ended Sept. 30, 2002, the Company incurred a net
loss of $563,000 as compared to a net loss of $7.3 million for
the quarter ended Sept. 30, 2001.

The Company's September 30, 2002 balance sheets show a working
capital deficit of about $5 million.

"We continue to see positive results from our efforts to
increase occupancy and revenue at our residences," said Steven
L. Vick, president and chief executive officer. "At the same
time, we are focusing on ways to enhance valuable resources that
are available to our residences and exploring new and innovative
service offerings, which are improving the quality of service we
provide to our residents."

Vick continued, "The sale of the five Florida and Georgia
residences was completed on Sept. 30, 2002. The completion of
this sale, as well as other similar activities, will assist us
in our strategic goals of reducing debt and insurance expense,
and improving operating results. Additionally, we are pleased
with our ability to reduce corporate general and administrative
expenses without a reduction in support for our residences or
delivery of services to our residents." The proceeds of the sale
are being used to redeem $4.5 million principal amount of the
Senior Secured Notes.

In November 2002, in response to evolving public company
requirements under the Sarbanes-Oxley Act of 2002, Andre
Dimitriadis resigned as a member and the chair of the Company's
audit committee. Dimitriadis will continue to serve as a
director of the Company. As a result of Dimitriadis'
resignation, the Company's Board of Directors appointed Mark
Holliday, a current director and member of the audit committee,
as chair and appointed Richard Ladd, a current director, as a
member of the audit committee.

As previously announced, effective Dec. 31, 2001, the Company
adopted the principles of fresh-start reporting as a result of
its emergence from bankruptcy. The adoption of fresh-start
reporting materially changed the amounts previously recorded in
the Company's consolidated financial statements. Accordingly,
operating results and cash flows for the quarter ended Sept. 30,
2002 are generally not comparable to the Company's reported
financial data for periods prior to Dec. 31, 2001. As used in
this release, the term "Predecessor Company" refers to the
Company and its operations for periods prior to the adoption of
fresh-start reporting, while the term "Successor Company" is
used to describe the Company and its operations for the periods
thereafter.

The Company recently obtained the terms of the tender offer
being made by M P Acquisition, Co., and MacKenzie Patterson,
Inc. to purchase up to $3 million principal amount of the
Company's Ten Year Junior Secured Notes at a price of $670 for
$1,000 principal amount of the Junior Notes. The Board of
Directors recommends against acceptance of the Offer, because
the Board believes that the Offer Price is inadequate. The
factors considered by the Board in making its recommendation
against acceptance include (i) the fact that the Offer Price has
been set below the bid price of the Junior Notes, which was $830
for $1,000 principal amount as of Nov. 6, 2002, (ii) the current
and historical financial condition and results of operation of
the Company, as well as the future prospects and strategic
objectives of the Company, including the risks involved in
achieving these prospects and objectives and (iii) the relative
lack of liquidity in trading volume of the Junior Notes.

In making its recommendation the Board has not undertaken any
independent review or analysis by outside experts of the
adequacy of the Offer Price or acceptability of the Offer. The
Board urges the Junior Noteholders to make their own decisions
as to the acceptability of the Offer, including the adequacy of
the Offer Price, in light of their own investment objectives,
need for liquidity, individual financial circumstances and
tolerance for risk, assessment of the Company's prospects and
outlook and any other factors deemed relevant.

Assisted Living Concepts, Inc., owns, leases and operates 178
assisted living residences with 6,886 units for older adults who
need help with the activities of daily living, such as eating,
bathing, dressing and medication management. In addition to
housing, the Company provides personal care, support services,
and nursing services according to the individual needs of its
residents, as permitted by state law. This combination of
housing and services provides a home-like setting and cost
efficient alternative that encourages independence for
individuals who do not require the broader array of medical and
health services provided by skilled nursing facilities. The
Company currently has operations in Oregon, Washington, Idaho,
Nebraska, Iowa, Arizona, Texas, New Jersey, Ohio, Pennsylvania,
Indiana, Louisiana, Michigan and South Carolina.


BETHLEHEM STEEL: Enters into Indiana Flame Slab Cutting Pact
------------------------------------------------------------
Bethlehem Steel Corporation and its debtor-affiliates seek the
Court's permission to enter into a Dross-Free Slab Cutting
Agreement with Indiana Flame Services for the construction and
implementation of a Slab Cutting Facility.

Jeffrey L. Tanenbaum, Esq., at Weil, Gotshal & Manges LLP,
informs the Court that Levy Indiana Slag Co., doing business as
Indiana Flame Services, recently acquired exclusive rights to a
patented new slab cutting technology that implements a dross-
free "cutting torch".  The technology eliminates dross -- a by-
product that forms on the surface of molten metal.

Mr. Tanenbaum explains that the implementation of this new
technology at the Debtors' plate production facilities at Burns
Harbor Division would result in significant quality,
productivity, and cost benefits.  A new Slab Cutting Facility
will reduce the Debtors' current annual cutting process costs by
$1,900,000.  Yield loss will also be reduced minimizing
additional costs by $900,000 a year.  All in all, the
replacement of the existing inefficient slab cutting facility in
Burns Harbor with Indiana Flame's dross-free slab cutting
facility will result in total cost reductions of $2,800,000
annually.

Mr. Tanenbaum contends that the $1,300,000 estimated total
annual fees payable to Indiana Flame for the facility are
reasonable in light of the fact that Indiana Flame will:

  -- purchase and install the new equipment, which is estimated
     to cost $3,600,000; and

  -- maintain the new equipment.

Mr. Tanenbaum reports that the assumed implicit cost of the
equipment financing under the Agreement is 9% per year for 10
years.

Mr. Tanenbaum tells the Court that Indiana Flame is well
qualified to provide the dross-free slab cutting services.
Indiana Flame is very familiar with the Debtors' Burns Harbor
operations.  Its existing presence on the site will inure to the
benefit of the parties as they move to implement the terms of
the Agreement.

Mr. Tanenbaum further relates that Donze SARL, an affiliate of
Indiana Flame, has provided cutting services to the steel
industry for over 40 years.  Donze has current service contracts
at various locations, and has manufactured and installed
equipment similar to Indiana Flame's arrangement with the
Debtors at many major steel mills.

The salient terms of the Dross-Free Slab Cutting Agreement are:

A. Work

   Indiana Flame will perform all the work, including furnishing
   of all the designing, engineering, installing, testing, and
   training, and providing materials, tools, equipment, labor,
   and supervision necessary to deliver and maintain the
   Facility.

B. Time of Performance

   -- Indiana Flame will design a complete Dross-Free Cutting
      Facility containing two cutting tables;

   -- A Facility with one cutting table will be furnished first
      and if the Debtors find its performance satisfactory then
      the second cutting table will be furnished 39 weeks after;
      and

   -- However, if either of the tables fail to comply with the
      specifications, the Debtors have the right to require
      Indiana Flame to remove everything that has been
      delivered, at its own expense, and leave the premises safe
      and reasonably clean.

C. Changes

   -- Changes to the specifications will not be allowed unless
      by numbered, written order specifying an increase or
      decrease in the amount of work;

   -- Any change, which entails an increase or decrease in cost
      of doing the work, will result in a proportional increase
      or decrease in the Contract Price.

   -- Indiana Flame will not be entitled to any increase in the
      Contract Price unless:

      (a) the changes are pursuant to a Change Order; and

      (b) both parties have agreed on the change to Contract
          Price before performing the Change Order; and

   -- If a Change Order states that, due to urgent
      circumstances, Indiana Flame is directed to perform the
      Change Order before the change in compensation can be
      agreed to, any request or claim by Indiana Flame for
      compensation must be submitted to the Debtors not less
      than 10 days after completion of the changed work.

D. Compliance

   -- The Debtors will obtain a general permit for the work, if
      necessary, but all other permits required will be obtained
      by Indiana Flame;

   -- All fees for the permits will be paid or reimbursed by the
      Debtors as an extra over and above the Contract Price;

   -- Indiana Flame will compensate, indemnify, defend, and hold
      the Debtors harmless from and against all claims,
      liabilities, or losses of the Debtors or third parties
      that arise during or after the term of the Agreement by
      reason of any failure of Indiana Flame to adhere to the
      requirements set forth in the Agreement or by reason of
      any negligence in handling hazardous materials;

   -- However, Indiana Flame will not be liable for any
      pre-existing hazardous materials or hazardous materials
      brought by third parties or by the Debtors onto the
      premises; and

   -- The Debtors may, at the sole expense of Indiana Flame,
      remediate any contamination for which Indiana Flame is
      liable if it is not responding adequately to the
      contamination.

E. Quality

   If any defects appear in the work within one year after
   Bethlehem decides to accept it, Indiana Flame will, at its
   own expense, replace or re-perform the work with one that
   conforms with the specifications or otherwise remedy the
   defects as the Debtors may in good faith direct or approve.

F. Safety & Indemnification

   -- The Debtors assume no obligation to furnish to Indiana
      Flame any utilities, tools, equipment, or materials for
      the performance of the work, except as provided in the
      specifications;

   -- If Indiana Flame, any of its subcontractors, any employee,
      agent, or invitee of Indiana Flame, or any of its
      subcontractors will make use of any of the Debtors' tools,
      etc. with or without the Debtors' consent, the tools will
      be accepted in "as is" condition, without any warranty,
      express or implied;

   -- Indiana Flame will indemnify the Debtors from and against
      all loss or liability for or on account of any injury,
      including death, or damages received or sustained by any
      person, including the Indiana Flame Parties:

      (a) arising from the use of the tools, regardless of any
          negligence on the part of the Debtors in connection
          with the use of the tools;

      (b) by reason of any act or omission on the part of the
          Debtors or their employee, agent, or invitee or the
          condition of the Site or other property of the
          Debtors; and

      (c) by reason of any act or neglect on the part of the
          Indiana Flame Parties, including any breach of any
          statutory duty to be performed by Indiana Flame under
          the Agreement but which is or may be the duty of the
          Debtors under applicable provisions of law;

   -- Indiana Flame's agreements to indemnify include the
      payment of fees and expenses of legal counsel retained to
      defend the Debtors' interests; and

   -- In the event Indiana Flame fails or refuses to indemnify,
      defend, and save harmless, then, in addition to any other
      damages allowable by law, Indiana Flame will be liable to
      the Debtors for the costs, including fees and expenses of
      legal counsel retained by the Debtors, for its
      enforcement.

G. Insurance

   Indiana Flame will maintain insurance coverage at its own
   expense.  A waiver of subrogation must be provided on all
   Liability Insurance policies.  The Debtors will also be added
   as an Additional Insured for all liability policies with
   Indiana Flame's insurance being primary over any existing
   self-insured or commercially insured programs carried by the
   Debtors.

H. Title

   -- The Debtors will have title to and exclusive ownership of
      all work other than the Facility completed or in progress
      and to all goods and materials on account of which any
      payment they have made to Indiana Flame; and

   -- Indiana Flame will promptly pay all just claims for labor,
      services, and materials furnished in or for the
      performance of the work.

I. Assignment

   -- Indiana Flame's rights and obligations will not be
      assigned without the Debtors' prior written consent.
      Indiana Flames, however, may assign its rights under the
      Agreement to any company owned or controlled by the owners
      of Indiana Flame without the Debtors' approval;

   -- In addition, Indiana Flame may not subcontract any of its
      obligations under the Agreement without the Debtors' prior
      written consent;

   -- Indiana Flame's assignment of the Agreement will not
      relieve it of any obligation under the Agreement;

   -- The Debtors may assign the Agreement on written notice to
      Indiana Flame to any person purchasing all or
      substantially all of the Debtors' Burns Harbor Division,
      or to any joint venture that includes all, or
      substantially all, of the Debtors' Burns Harbor Division.  
      That buyer or joint Venture, however, must expressly
      assume all Debtors' liabilities and obligations under the
      Agreement;

   -- Upon the assignment, Indiana Flame will look solely to the
      assignee for the performance of the Debtors' obligations.
      The Debtors will be released from their liabilities and
      obligations under the Agreement, except for those that
      arose before the assignment; and

   -- The Debtors will terminate the Agreement for convenience,
      in the event the Debtors sell or transfer all or
      substantially all of the plate mill of Burns Harbor
      Division to a buyer or joint venture and:

      (a) the buyer or joint venture does not assume all of the
          Debtors' obligations under the Agreement as of the
          sale or transfer; or

      (b) the Debtors do not make contractual arrangements that
          are reasonably suitable to enable Indiana Flame to
          continue to perform the Agreement and to be
          compensated for its performance in accordance with the
          Agreement.

J. Contract Price & Payment

   -- The contract price is filed under seal due to its
      confidential nature.  Nonetheless, there is no minimum
      tonnage amount; and

   -- Indiana Flame will be paid the Contract Price:

      (a) for each ton of slabs processed properly through the
          Dross-Free Cutting Facility; and

      (b) in respect of any slabs produced by the casters at
          Burns Harbor Division for the Plate Mill located there
          and which are cross cut by means other than the Dross-
          Free Cutting Facility, but only if the slabs could      
          have been cross cut on the Dross-Free Cutting
          Facility.

K. Termination Without Default

   -- If new technologies are developed, which materially
      decrease Indiana Flame's cost of performance, the Debtors
      may give Indiana Flame notice of their desire to
      renegotiate the fees payable to Indiana Flame.  If an
      agreement is not reached within two months, the Debtors
      may terminate the Agreement by one year's written notice;

   -- If Indiana Flame's performance is repeatedly and
      frequently unsatisfactory, the Debtors may terminate the
      Agreement by three months' prior written notice;

   -- If all or any part of the Burns Harbor Plant is shut down
      or its operation is substantially curtailed by the
      Debtors, the Debtors' obligation to purchase Indiana
      Flame's services under the Agreement may be reduced or,
      the Debtors may terminate the Agreement on three months'
      written notice;

   -- If the Debtors change their practices so that Indiana
      Flame's cost of performance is substantially increased,
      Indiana Flame may give the Debtors notice to renegotiate
      the fees payable to it.  If an agreement is not reached
      within two months, Indiana Flame may terminate the
      Agreement by one year's written notice; and

   -- Either Party may terminate the Agreement for convenience
      at any time on written notice.

L. Early Termination for Default

   If either Party defaults in its performance under the
   Agreement and the default continues for one month after
   written notice, the non-defaulting Party may terminate the
   Agreement on one month's written notice.

M. Disposition of Property

   -- In the event of expiration or termination of the
      Agreement, Indiana Flame will promptly, at its own cost
      and expense, remove the Facility in a reasonable manner
      from Bethlehem's premises.  In this case, the Debtors will
      not have the right to purchase the Cutting Unit after any
      termination or expiration of the Agreement;

   -- If the Debtors terminate the Agreement in the absence of a
      breach by Indiana Flame, or if Indiana Flame terminates
      the Agreement after a change in practice by the Debtors,
      Indiana Flame will promptly, at its own cost and expense,
      remove the Cutting Unit in a reasonable manner from the
      Debtors' premises;

   -- In the event of Indiana Flame's termination for
      convenience or the Debtors' termination for Indiana
      Flame's breach:

      (a) the Debtors, on 30 days' written notice, have the
          right to:

           (i) purchase all or any portion of Indiana Flame's
               spare parts inventory at book values; or

          (ii) continue to use the Facility for up to ten years
               by continuing to pay to Indiana Flame the
               Contract Price;

      (b) With respect to the property that the Debtors do not
          agree to purchase or pay for, Indiana Flame will
          promptly remove the property in a reasonable manner
          from the Debtors' premises at its own cost and
          expense;

      (c) Indiana Flame will also pay to the Debtors as
          liquidated damages $1,400,000 minus $0.14 for each ton
          of slabs that the Debtors had processed through the
          Facility before the Termination.  The payment, in
          addition to the parties' other rights and obligations
          will be the Debtors' sole and exclusive damages for
          Indiana Flame's breach; and

   -- In the event of the Debtors' termination for convenience,
      or Indiana Flame's termination for the Debtors' breach:

      (a) the Debtors will pay to Indiana Flame, as liquidated
          damages $1,400,000 minus $0.14 for each ton of slabs
          that the Debtors processed through the Facility before
          the termination.  The amount will be Indiana Flame's
          sole and exclusive damages for the Debtors' breach;
          and

      (b) Indiana Flame will promptly, at its own cost and
          expense, remove the Cutting Unit in a reasonable
          manner from the Debtors' premises.

N. Dispute Resolution

   All disputes, including any dispute with respect to
   any matter or issue that may give rise to any right of
   termination under the Agreement between the Parties that
   cannot be resolved amicably will be resolved in accordance
   with the specific dispute resolution provisions in the
   agreement.

             Debtors Will File Schedule 17 Under Seal

Due to highly sensitive information contained in Schedule 17 to
the Dross-Free Cutting Slab Agreement, the Debtors sought and
obtained the Court's permission to keep its contents a secret.
The Debtors will file Schedule 17 under seal.

Schedule 17 contains the negotiated pricing terms between the
parties.  According to Mr. Tanenbaum, once these are disclosed
to the public, Indiana Flame's competitive position in the
industry will be undermined because their competitors would
usurp confidential pricing information. (Bethlehem Bankruptcy
News, Issue No. 25; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


BWAY: S&P Assigns Low-B Bank Loan & Planned Senior Sub. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Bway Corp.'s proposed $190 million senior subordinated notes due
2010, issued under Rule 144A with registration rights, and its
'BB-' rating to the $90 million revolving credit facility due
2008, based on preliminary terms and conditions. The proposed
notes are rated two notches below the 'B+' corporate credit
rating, which was affirmed. Proceeds will be used to refinance
existing debt and fund the proposed buyout by Kelso & Co. L.P.
(unrated).

The outlook is stable on Bway Corp., pro forma debt outstanding
will be about $230 million for the Atlanta, Georgia-based
producer of general-line metal containers used for packaging
paints, solvents, coffee, and household products in North
America.

Bway Corp., has a below-average business position and a very
aggressive financial profile.

Bway recently announced a definitive agreement to be acquired by
an affiliate of Kelso & Co., a private investment firm, for
about $330 million (including the refinancing of outstanding
debt). The transaction is expected to be completed in the first
quarter of 2003, subject to approval by stockholders and other
customary conditions. Upon completion of the proposed
transaction, total debt is expected to increase to about $230
million. The company will be aggressively leveraged with pro
forma total debt (adjusted for capitalized operating leases) to
EBITDA of about 4.2 times. In the intermediate term, Standard &
Poor's expects that the company will use free cash flows for
debt reduction or growth initiatives, while maintaining credit
measures at appropriate levels.

"In the intermediate term, benefits from ongoing productivity-
enhancement measures and increased revenues from new contracts
should offset competitive pressures and gradually improve
profitability, thereby providing ratings stability," said
Standard & Poor's credit analyst Liley Mehta.

Bway Corp.'s 10.25% bonds due 2007 (BY07USR1) are trading
slightly above par at 102 cents-on-the-dollar, DebtTraders says.
See http://www.debttraders.com/price.cfm?dt_sec_ticker=BY07USR1
for real-time bond pricing.


CDI EDUCATION: Working Capital Deficit Tops $7 Mill. at Sept. 30
----------------------------------------------------------------
CDI Education Corporation (TSX: EDU), Canada's leading private
educational and skills development company, announced financial
results for the third quarter ended September 30, 2002.

Revenue for the third quarter decreased by 17 per cent over the
same period in 2001, to $28.3 million from $34 million. EBITDA
for the third quarter decreased to $239,000 from $1 million in
the same period in 2001.

For the third quarter net loss was $744,000 compared to net loss
of $347,000 in the corresponding quarter in the prior year.

At September 30, 2002, the Company's balance sheets show its
total current liabilities exceeded total current assets by about
$7 million.

"Revenue in the post-secondary division is generated from
registrations in previous periods. As we have noted, IT sales
weakened beginning in the second quarter of 2001. This has
adversely affected our revenue run rates in the second and third
quarter of 2002," said Bruce McKelvey, Chairman and CEO of CDI
Education Corporation. "We are pleased to report that positive
sales results in the summer months have translated into
enrolments for the fall that will significantly increase our
student population and revenue run rate. Enrolments for our
business and medical faculties were especially strong."

"In our corporate education division, the seasonal summer
slowdown was further affected by deferred spending by customers,
the majority of which are in the IT sector, as has been seen
throughout the industry," said Mr. McKelvey. "We have retained
our market leadership position in both corporate and post-
secondary education. In corporate education, we are seeing
indicators of the start of the market recovery, as reflected by
strong levels of customer orders during the fall."

"CDI continued to make significant progress in our consolidation
and re-branding strategy. Our focus has been on executing this
strategy and ensuring that our business is stronger going
forward. In our corporate division, we continue to reduce fixed
costs and optimize our business model to more efficiently deal
with market fluctuations," said Mr. McKelvey.

Revenue in the post-secondary division was $21.1 million in Q3
2002. Student population decreased overall due to reduced
enrolments in previous periods, however student population in
the Company's medical and business programs increased by over 11
per cent. Excluding the Company's four closed Institute
locations, registrations in September increased by over 12 per
cent from last year. Due to CDI's increased range of program
offerings, non-IT revenue rose to 44 per cent of the Company's
post-secondary revenue in Q3.

Revenue in the corporate education division was $7.2 million in
the quarter. The division's wider range of products and services
is helping drive account growth, which positions the Company
well for 2003 and beyond. This diversification of products and
services is highlighted by our growth in our consulting services
business. This business is key for margin improvement and an
overall reduction of fixed overhead.

                              Outlook

CDI will continue to pursue cost-savings initiatives and
intensify the execution of its sales and marketing strategy.

"CDI has reduced its annualized costs by $7 million and our
ongoing facility requirements by 20 per cent. We are ahead of
schedule for where we wanted to be in 2002, and we continue to
seek new opportunities for permanent cost reductions," said Mr.
McKelvey. "Our post-secondary senior management reorganization
has been accomplished and we will be announcing our re-branding
of this division by the end of the year.

"We have seen signs in both the post-secondary and corporate
divisions that the IT market and corporate spending has hit the
bottom of the cycle. In our post-secondary division, we are
moving quickly to expand our health care and business programs
across the country to capitalize on the high market demand for
these offerings," said Mr. McKelvey.

"We have also made significant progress in our licensing
initiatives in the U.S. In this market, we have already
delivered training to many large corporations, including a major
auto manufacturer and a major insurance company. Since we are
licensing CDI's intellectual property through our U.S. channel
partners, the revenue generated through these initiatives will
deliver high margins. CDI has also developed a set of web-based
services which will provide further value add to all of our
programs," said Mr. McKelvey.

CDI Education Corporation is the leading provider of information
technology, business, management and health care education and
training in Canada. The Company is uniquely positioned to offer
lifelong training solutions to both individuals and employers
seeking to gain the expertise necessary to remain current in the
competitive fields of high technology and business and
management skills.

The post-secondary unit serves the growing segment of the
population seeking to acquire career-oriented education and
training and operates through four entities: CDI College of
Business & Technology, the IBS Group of Colleges (Toronto School
of Business, CompuCollege School of Business, Success
CompuCollege School of Business, The Career College and Career
Canada College), The Institute for Computer Studies and Delta
College. The CDI Corporate Education Services division provides
education outsourcing and skills management services to Canada's
leading corporations. The Company has over 60 locations and
1,100 employees.


CLAXSON INTERACTIVE: Completes Exchange Offer for 11% Sr. Notes
---------------------------------------------------------------
Claxson Interactive Group Inc., (Nasdaq: XSON) has completed the
exchange offer and consent solicitation related to all U.S.$80
million outstanding principal amount of the 11% Senior Notes due
2005 (144A Global CUSIP No. 44545HHA0 and Reg S Global ISIN No.
USP52800AA04) of its subsidiary, Imagen Satelital S.A.

The Company received valid tenders from holders representing
U.S.$74.5 million of the principal amount of Old Notes which
represents 93.1% of the issue.  Accordingly, pursuant to the
Exchange Offer, the Company will issue U.S.$41.3 million of new
8-3/4% Senior Notes due 2010. The Company closed and settles the
New Notes Monday.

"We are pleased that in light of the challenging economic
situation in Argentina, Imagen's bondholders have rallied in
support of the restructuring plan," said Jose Antonio Ituarte,
Chief Financial Officer of Claxson.  Imagen is among the few
Argentine companies that have successfully renegotiated their
debt since the devaluation of the peso in January.  "We thank
management for its dedication to this process and commitment to
working out a solution with the Imagen bondholders.  Closing
this transaction reaffirms our confidence in Claxson's future."

The New Notes have not been and will not be registered under the
United States Securities Act of 1933, as amended and may not be
offered or sold in the United States or to any U.S. persons
absent registration or an applicable exemption from the
registration requirements of the Act.  The New Notes have been
authorized by the Argentine Comision Nacional de Valores for
their public offering in Argentina.

Claxson (Nasdaq: XSON) is a multimedia company providing branded
entertainment content targeted to Spanish and Portuguese
speakers around the world.  Claxson has a portfolio of popular
entertainment brands that are distributed over multiple
platforms through its assets in pay television, broadcast
television, radio and the Internet.  Claxson was formed in a
merger transaction, which combined El Sitio, Inc., and other
media assets contributed by funds affiliated with Hicks, Muse,
Tate & Furst Inc., and members of the Cisneros Group of
Companies.  Headquartered in Buenos Aires, Argentina, and Miami
Beach, Florida, Claxson has a presence in all key Ibero-American
countries, including without limitation, Argentina, Mexico,
Chile, Brazil, Spain, Portugal and the United States.

                         *    *    *

As reported in Troubled Company Reporter's August 20, 2002
edition, the independent auditors report with respect to
Claxson's financial statements included in Claxson's Form 20-F
filed with the Securities and Exchange Commission included a
"going concern" explanatory paragraph, indicating that its
potential inability to meet its obligations as they become due,
raises substantial doubt as to Claxson's ability to continue as
a going concern. In an effort to improve its financial position,
Claxson is taking certain steps, including the restructuring of
its subsidiaries' debt and renegotiation of applicable
covenants. Its failure or inability to successfully carry out
these plans could ultimately have a material adverse effect on
its financial position and its ability to meet its obligations
when due.

                  Update on Debt Renegotiation

On April 30, 2002, Imagen Satelital S.A., an Argentina-based
Claxson subsidiary, announced that it would not make an interest
payment of US $4.4 million on its 11% Senior Notes due 2005. On
June 27, 2002, Claxson announced that it had commenced an
exchange offer and consent solicitation for all US$80 million
outstanding principal amount of these notes. Further, on August
1, 2002 Claxson announced the extension of the pending exchange
offer and consent solicitation. The expiration date for the
exchange offer was extended from July 31, 2002, to August 14,
2002.. Simultaneously with this release, the Company has
announced the further extension of the offer until August 28,
2002.

Claxson is currently not in compliance with the coverage ratios
required under its Chilean syndicated credit facility, primarily
as a result of the 17% decrease in the value of the Chilean Peso
against the U.S. Dollar in 2001. Failure to comply with the
financial covenants set forth in the Chilean syndicated credit
facility could result in the acceleration of all amounts due and
payable thereunder. Claxson has been actively negotiating with
the lenders to amend the credit facility to modify this
financial covenant in order to bring it into compliance. Until
negotiations are final, this debt will be classified as short
term in the balance sheet.


DOANE PET CARE: 3rd Quarter Results Continue to Show Improvement
----------------------------------------------------------------
Doane Pet Care Company reported results for its third quarter
and nine months ended September 28, 2002.

                         Quarterly Results

The Company reported net income of $2.8 million for its third
quarter ended September 28, 2002 on net sales of $216.3 million,
compared to breakeven net income on net sales of $206.3 million
for the third quarter ended September 29, 2001.  Net sales
increased 4.8% for the 2002 third quarter compared to the 2001
third quarter primarily due to increased U.S. dry dog food
volume and new business awarded earlier this year.

The Company adopted Financial Accounting Standards Board's
Statement of Financial Accounting Standards No. 142, Goodwill
and Other Intangible Assets (SFAS 142), as of the beginning of
fiscal 2002.  In accordance with SFAS 142, the Company ceased
amortizing goodwill and trademarks; and therefore, recorded no
related amortization expense in the 2002 third quarter compared
to $2.8 million in the 2001 third quarter. The Company recorded
a non-recurring charge of $0.8 million in the 2002 third quarter
related to expenses incurred in connection with the Company's
potential bond offering.  In addition, net interest expense
increased $1.9 million to $16.4 million in the 2002 third
quarter from $14.5 million in the 2001 third quarter, primarily
due to a $2.2 million accrual of non-cash interest expense for
the excess leverage fee under the Company's amended senior
credit facility.

Adjusted EBITDA (income (loss) before net interest expense,
income taxes, depreciation, amortization and other charges)
increased 21.2%, or $4.9 million, to $28.0 million in the 2002
third quarter from $23.1 million in the 2001 third quarter.  The
2002 third quarter performance was favorably impacted by
improved results at the Company's European operations, increased
sales volume, lower ingredient and natural gas costs as well as
cost reductions and margin improvements from the Company's
Project Focus strategy. The positive impact of these items was
somewhat moderated by increased incentive compensation accruals
and higher manufacturing costs resulting from temporary
production inefficiencies during the start up phase of new
business awards.

Doug Cahill, the Company's President and CEO, said, "We are very
pleased with the quarterly performance improvement from a year
ago in both our domestic and our European operations.  We
successfully launched the new Meaty Chunks 'N Gravy dry pet food
business into full production during the third quarter and began
the start up for the new Meow Mix business award, which will be
launched into full production in the fourth quarter. We were
able to grow our Adjusted EBITDA by closely managing our costs,
despite the start-up costs associated with the new business
awards. In Europe, as a result of our Project Focus strategy and
new business awards, we posted strong improvement in our
operating results. We are ahead of our internal plan from a top
line perspective and particularly pleased with our improving mix
of business. Our improved Adjusted EBITDA performance, working
capital management and lower cash margin requirements on
commodities contributed to our strong year to date operating
cash flow. Our positive cash flow and, due to timing, lower than
planned year to date capital expenditures allowed us to maintain
a zero balance under our revolving credit facility through
quarter end."

                       Year to Date Results

The Company reported net income of $16.4 million for the nine
months ended September 28, 2002 on net sales of $640.7 million,
compared to a net loss of $14.9 million on net sales of $674.3
million for the nine months ended September 29, 2001.  Net sales
in the 2001 nine month period included $16.6 million of net
sales from the Deep Run and Perham businesses prior to their
divestiture. Excluding the divestitures, the Company's net sales
for the 2002 nine month period declined 2.6%, or $17.0 million,
from the 2001 nine month period, principally from the Company's
Project Focus strategy implemented in the fourth quarter of
2001, partially offset by the increase in sales volume in the
2002 third quarter.

The fair value accounting for the Company's commodity derivative
instruments under SFAS 133 resulted in a $13.0 million reduction
in cost of goods sold for the 2002 nine month period compared to
a $10.0 million increase in cost of goods sold in the 2001 nine
month period, or a $23.0 million period-over-period favorable
impact on operating results.  Under SFAS 142, the Company had no
amortization expense associated with its goodwill and trademarks
in the 2002 nine month period compared to $7.8 million in the
2001 nine month period.  The Company incurred non-recurring
expenses of $0.8 million in the 2002 nine month period related
to the potential bond offering, compared to $6.7 million in the
2001 nine month period, which consisted of a $4.7 million net
loss from the Deep Run and Perham divestitures and $2.0 million
of severance costs associated with a workforce reduction
following these divestitures. Net interest expense for the 2002
nine month period increased $3.0 million to $46.3 million from
$43.3 million in the 2001 nine month period, primarily due to a
$4.5 million accrual of non-cash interest expense for the excess
leverage fee under the Company's amended senior credit facility.

Adjusted EBITDA increased 21.2%, or $13.8 million, to $78.9
million for the 2002 nine month period, compared to $65.1
million in the 2001 nine month period.  Excluding $2.6 million
of Adjusted EBITDA net losses related to the Deep Run and Perham
businesses from the 2001 nine month period, Adjusted EBITDA
increased $11.2 million, or 16.5%.  The 2002 nine month
performance was favorably impacted by improved results at the
Company's European operations, lower natural gas costs as well
as cost reductions and margin improvements from the Company's
Project Focus strategy.  The positive impact of these items was
partially offset by increased incentive compensation accruals
and start-up costs related to new business awards.

                              Outlook

Cahill commented, "We now have the new Meaty Chunks 'N Gravy dry
pet food business in full production and are nearing completion
of the start up phase of the new Meow Mix business award.  As a
result, we believe that our performance will continue to be
positive throughout the balance of 2002.  We are on track to
exceed $100 million of Adjusted EBITDA for the full year,
although we do not expect the quarter-over-quarter comparison
for the 2002 fourth quarter to be as favorable as prior quarters
due to higher commodity costs."

"We are cautious as we move into 2003 because of the potential
impact of the volatility in commodity prices, in particular corn
and wheat prices. We have hedged a significant portion of our
corn and soybean meal needs through the first half of 2003 and
will continue to deploy strategies seeking to mitigate the
impact of rising prices throughout the balance of 2003. At the
same time, we are in the process of soliciting bids for the
potential sale of our European business and are also continuing
to review market conditions in connection with the potential
bond offering that we announced in July, both of which could
possibly impact our outlook and projections."

                          *     *     *

As reported in Troubled Company Reporter's July 16, 2002
edition, Standard & Poor's said its ratings on pet food
manufacturer Doane Pet Care Co., remain on CreditWatch with
negative implications, where they were placed April 3, 2002. The
CreditWatch listing reflects credit protection measures that
have fallen below Standard & Poor's expectations and Doane's
limited cushion under its bank loan financial covenants.

At the same time, Standard & Poor's assigned its single-'B'-
minus rating to Doane's proposed $200 million senior unsecured
notes due 2008. This rating is not on CreditWatch. The net
proceeds of the issue will be used to repay a portion of the
company's outstanding indebtedness.

Brentwood, Tennessee-based Doane had about $555 million of total
debt outstanding as of March 31, 2002.


DOMAN INDUSTRIES: S&P Cuts L-T Rating to D Following CCAA Filing
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
corporate credit rating on pulp and lumber producer Doman
Industries Ltd., to 'D' from 'CC', following the company's
filing for protection under the Companies' Creditors Arrangement
Act.

At the same time, the senior secured debt rating on Duncan,
British Columbia-based Doman was lowered to 'D' from 'CCC-', and
the senior unsecured debt rating was lowered to 'D' from 'C'.
The ratings were removed from CreditWatch, where they were
placed October 11, 2002, following the company's announced
intention to defer payment on the notes.

Doman has obtained a British Columbia Supreme Court order for
protection under the CCAA such that interest payments will not
be paid on any existing notes, including the January 1, 2003,
obligation on the US$160 million senior secured notes. At the
same time, the company has received bondholders' agreement on a
restructuring plan, which consists of an exchange of C$34 face
value in junior secured notes, and common shares, for each C$155
face value of senior unsecured notes. This exchange will be
part of a comprehensive recapitalization that will result in the
retirement of about C$600 million of debt.

"At the present high levels of debt, Doman has had difficulty
meeting its financial obligations while maintaining the
competitiveness of its operations in the wake of weak market
conditions for lumber and pulp, exacerbated by softwood lumber
duties on export sales," said Standard & Poor's credit analyst
Clement Ma.


ENRON CORP: Court OKs Plante & Moran as Neal Batson's Accountant
----------------------------------------------------------------
Enron Corporation Examiner Neal Batson seeks the Court's
authority to retain Plante & Moran LLP as accountants, nunc pro
tunc to July 22, 2002.

Dennis J. Connolly, Esq., at Alston & Bird LLP, in Atlanta,
Georgia, tells Judge Gonzalez that the transactions Mr. Batson
must review are extraordinarily complex.  Thus, accountants will
be required to assist Mr. Batson in examining the Special
Project Entities and other transactions in question.

Plante, Mr. Connolly relates, is one of the larger public
accounting firms in the United States, with experience in
accounting and auditing in a variety of industries and contexts,
including matters dealing with bankruptcy and insolvency.

Michael A. Colella, a partner of Plante & Moran LLP, explains
that the Plante project team will work closely with Mr. Batson
and his counsel to appropriately plan, investigate and report
its findings.  Plan will take guidance and direction of the
investigation from Mr. Batson, especially to areas relating to
the areas and extent of investigation.  Furthermore, the Plante
project team will coordinate their efforts to utilize
information and reports prepared by other professionals and in
connection with governmental investigators to eliminate any
unnecessary duplication of efforts.

Mr. Colella informs the Court that as accountants, Plante will
bill the Debtors based on these hourly rates:

    Partner            $225 to $375
    Senior Manager      200 to  375
    Managers            150 to  200
    Staff                75 to  150
    Paraprofessionals    75 to  110
    Administrative       65 to   75

Plante will also seek reimbursement of necessary out-of-pocket
expenses incurred in connection with this engagement.
Furthermore, in accordance with Plante's customary practices,
any non-working travel time will be billed at 40% of Plante's
standard rates.

To the best of his knowledge and after exhaustive research of
the firm's database, Mr. Colella reports that Plante does not
hold any disqualifying interest adverse to the Debtors' estates
in matters upon which it is to be engaged.  But Plante may have
been engaged by the Debtors, equity security holders or other
parties-in-interest in the past, in matters unrelated to these
cases.

                           *     *     *

Accordingly, Judge Gonzalez authorizes the retention of Plante
as Mr. Batson's accountants, effective nunc pro tunc to July 22,
2002 with respect to those areas of investigation delineated in
the Examiner Appointment.  Plante will be compensated in amounts
as may be allowed by the Court upon filing of appropriate
applications for allowance of interim or final compensation.
(Enron Bankruptcy News, Issue No. 47; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

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


E.SPIRE: UST Wants Details of Alvarez & Marsal's Fee Application
----------------------------------------------------------------
Donald F. Walton, the Acting United States Trustee for Region 3
objects to the Fourth through Sixth Fee Applications filed by
Alvarez & Marsal, Inc., as Special Restructuring Financial
Advisors for e.spire Communications, Inc., and its debtor-
affiliates.  Alvarez & Marsal's Fee Applications seek
compensation and reimbursement of expenses incurred from July 1,
2002 through September 30, 2002.

The UST points out that Alvarez & Marsal's Monthly Fee
Applications do not comply with Local Rule 2016-2 of the
Delaware Court because:

   (a) the Applications do not include complete and detailed
       activity descriptions;

   (b) the Applications bill in increments of thirty minutes;

   (c) the activity descriptions do not include the type of
       activity (e.g., phone call, research);

   (d) the activity descriptions are lumped;

   (e) the activity descriptions do not specifically identify
       meetings and hearings, the subject(s) of the meeting or
       hearing, and the participant's role.

Generally, the U.S. Trustee complains, Alvarez & Marsal requests
reimbursement of costs without providing details to determine
the reasonableness or necessity of the expenses.

The UST requests that Alvarez & Marsal produce original time
records and all receipts for expense charges in order to enable
effective review of the reasonableness of the compensation
sought.

e.spire Communications, Inc., is a facilities-based integrated
communications provider, offering traditional local and long
distance internet access throughout the United States. The
Company filed for chapter 11 protection on March 22, 2001 in the
U.S. Bankruptcy Court for the District of Delaware. Domenic E.
Pacitti, Esq., Maria Aprile Sawczuk, Esq., and Mark Minuti at
Saul Ewing LLP represents the Debtors in their restructuring
effort.


FANNIE MAE MULTIFAMILY: S&P Cuts Ratings on 2 Classes to B-/CCC+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes of pass-through certificates issued by Fannie Mae
Multifamily REMIC Trust 1998-M1.  Concurrently, three classes
from the same transaction are affirmed.

The lowered ratings reflect concerns regarding the financial
status of the watchlist loans as prepared by the servicers. GMAC
Commercial Mortgage is the servicer and special servicer for the
multifamily loans.  National Consumer Cooperative Bank is the
servicer and special servicer for the cooperative loans.

The collateral, as of October 25, 2002, consists of 122 loans
secured by 58 cooperative properties and 64 multifamily
properties, with principal balances of $92.7 and $192.5 million
of principal balance, respectively.

Of the nine watchlist loans, five are reporting debt service
coverage (DSC) of less than 1.0 times. In total, the watchlist
loans comprise 8% of the total collateral pool and 12% of the
multifamily collateral. Several of the properties are located in
difficult multifamily markets including Dallas, Texas, Las Vegas
Nevada, and Indianapolis, Indiana. In these markets, multifamily
vacancy rates are higher than the national average and range
from 7.6% to 8.4%. The multifamily national vacancy rate average
is 5.9%. The effects of affordable home ownership and job losses
have contributed to the high vacancy rates in these individual
markets. In these markets, rental concessions are widely
available. Many of the low DSC watchlist loans are attributable
to the softening in multifamily demand.

In addition to the watchlist loans, the cooperative loan with a
principal balance of $967,000 is being specially serviced. NCCB
mentioned that the property does not have a strong financial
profile and has not supplied recent financial information. NCCB
presently does not believe that the loan will become delinquent.

For the multifamily collateral, the DSC increased to 1.60x at
December 31, 2001 from 1.36x at underwriting. Based on Standard
& Poor's valuation analysis, the loan-to-value for the
cooperatives improved to 7% at December 31, 2001 from 26% at
underwriting.

There are currently no delinquencies or losses.
   
                       Ratings Lowered
   
           Fannie Mae Multifamily REMIC Trust 1998-M1
              Pass-through certs series 1998-M1
   
                        Rating
         Class      To       From        Credit Support (%)
         E          B-       B           1.43
         F          CCC+     B-          1.14
   
                      Ratings Affirmed
   
          Fannie Mae Multifamily REMIC Trust 1998-M1
             Pass-through certs series 1998-M1
   
         Class        Rating          Credit Support (%)
         B            BBB-            8.00
         C            BB              2.29
         D            BB-             2.00


FEDERAL-MOGUL: Committee Wins Approval to Adopt Trading Protocol
----------------------------------------------------------------
Donald F. Walton, the Acting U.S. Trustee, argues that the
Federal-Mogul Corporation's Creditors Committee's definition of
"Securities" in its Motion to allow committee members to trade
in the Debtors' securities appears to encompass claims that
would not normally be considered securities, like the leases and
trade vendor claims.  Mr. Walton questions whether trading in
leases, trade claims and other miscellaneous claims other than
debt instruments and capital stock is a part of the ordinary
course of business of the financial institutions serving on the
Committee.  Mr. Walton believes that the limitless authority to
trade in any type of claim is not a customary or necessary
element.

Therefore, the U.S. Trustee objects to any Securities Trading to
the extent it involves the trading in claims other than debt or
equity instruments traded on a public securities exchange or
other recognized over-the-counter market.

The U.S. Trustee also objects to the extent the implementation
of information barriers would result in a committee member being
unable or unwilling to disclose that it has sold its claim
against the Debtors or that the nature -- e.g. secured,
unsecured or equity -- or amount of its claims has significantly
changed.  Mr. Walton explains that those events may have an
impact on the member's continuing eligibility to serve on the
committee in question.

                       *     *     *

After reviewing the merits of the case, Judge Newsome permits
any member of the Creditors Committee to continue trading
securities in the regular course of their business.  Judge
Newsome also approves the proposed Trading Wall to be
implemented in connection with the Securities Trading.

Judge Newsome, however, directs every committee member engaged
in the Securities Trading to disclose promptly to the U.S.
Trustee and to the Committee a transfer of its claim or a
significant change in the nature or amount of its claim.

The Creditors Committee will adopt these Trading Wall
procedures:

A. Each Securities Trading Committee Member will cause all its
   Committee Personnel to execute a letter acknowledging that
   they may receive non-public information and that they are
   aware of the Order and the Trading Wall procedures which are
   in effect with respect to the Debtors' securities;

B. The Committee Personnel will not share non-public Committee
   information with any other employees of the Securities
   Trading Committee Member, except regulators, auditors,
   immediate supervisors and designated legal personnel for the
   purpose of rendering legal advice to Committee Personnel.  
   The Committee Personnel will not share non-public Committee
   information with other employees;

C. The Committee Personnel will keep non-public information
   Generated from Committee activities in files inaccessible to
   other employees;

D. The Committee Personnel will not receive any information
   regarding the Securities Trading Committee Member's trades in
   the Debtors' securities in advance of the trades.  However,
   that Committee Personnel may receive the usual and customary
   internal and public reports showing the Securities Trading
   Committee Member's purchases and sales and the amount and
   class of claims and securities owned by the Securities
   Trading Committee Member; and

E. A Securities Trading Committee Member's compliance department
   personnel will review from time to time the Trading Wall
   procedures employed by the Securities Trading Committee
   Member as necessary to insure compliance with the Order.  The
   compliance department personnel will keep and maintain
   records of their review. (Federal-Mogul Bankruptcy News,
   Issue No. 26; Bankruptcy Creditors' Service, Inc., 609/392-
   0900)


FIRST COMMUNITY: Sells $20.8MM Receivables to Consumer Fin. Firm
----------------------------------------------------------------
TFC Enterprises, Inc., (Nasdaq: TFCE) announced its wholly owned
subsidiary, First Community Finance Inc., has sold approximately
$20.8 million of its receivables to a non-affiliated consumer
finance company.  The sale enabled FCF to entirely satisfy all
of its unaffiliated liabilities while creating liquidity for
TFCE.  TFCE intends to sell or liquidate the remaining $3.8
million of receivables.

TFC Enterprises, Inc., conducts its operations primarily through
one wholly-owned subsidiary THE Finance Company which
specializes in purchasing and servicing installment sales
contracts originated by automobile and motorcycle dealers.  
Based in Norfolk, VA, TFC Enterprises, Inc., has contract
production offices of THE Finance Company throughout the United
States.  The Company's common stock symbol is listed on Nasdaq
National Market and trades under the symbol "TFCE."


GENESIS ENERGY: Continues to Generate Strong Cash Flow in Q3
------------------------------------------------------------
Genesis Energy, L.P., announced that its net income adjusted for
special items for the quarter ended September 30, 2002, was
$2,640,000. This compares to net income adjusted for special
items for the quarter ended September 30, 2001, of $1,322,000.
Minority interests had no effect on the reported income for
either period.

Net income adjusted for special items for the nine months ended
September 30, 2002, was $7,117,000. Net income adjusted for
special items for the nine months ended September 30, 2001, was
$2,139,000. Minority interests had no effect on either reported
amount.

Special items include the change in the fair value of
derivatives and an addition to the accrual for environmental
costs associated with a 1999 crude oil spill. Based upon a
review of contracts existing at September 30, 2002, the
Partnership determined that it had no contracts meeting the
requirement for treatment as derivative contracts under SFAS No.
133, "Accounting for Derivative Instruments and Hedging
Activities" (as amended and interpreted). As a result, the fair
value of the Partnership's net asset for derivatives decreased
by $2,094,000, to zero for the nine months ended September 30,
2002. In addition, during the third quarter of 2002, the
Partnership increased its environmental accrual by $1,500,000,
primarily as a result of discussions with regulatory agencies
regarding potential fines that may be imposed under the Clean
Water Act in connection with the crude oil spill that occurred
on its Mississippi System in December 1999.

"I am pleased to report that we continued to generate strong
cash flow during the third quarter," said Mark Gorman, President
and Chief Executive Officer of Genesis. "Available Cash before
adjusting for reserves for the future needs of the Partnership
was $2,510,000, or $0.285 per unit. This performance results
from executing our 2002 business plan. Early in 2002, we elected
to eliminate the merchant trading activity from our marketing
operations, focus our marketing efforts on smaller volume/higher
margin activity, and improve the profitability of our pipeline
operations by reducing operating costs and increasing tariffs to
an appropriate risk adjusted return where feasible. We are
pleased with the results of those changes to date.

"Although the Partnership met the $20,000,000 restrictive
covenant regarding cash distributions under the Credit Agreement
in the third quarter, the Partnership did not make a
distribution because of a reserve established for future needs
of the Partnership. These reserves exceeded the Available Cash
for the third quarter of 2002. Such future needs of the
Partnership include, but are not limited to, potential fines
that may be imposed under the Clean Water Act in connection with
the crude oil spill that occurred on its Mississippi System in
December 1999 and future expenditures that will be required for
pipeline integrity management programs required by federal
regulations.

"We believe that the Partnership will be able to meet the
$20,000,000 Credit Agreement covenant on an ongoing basis. We
are evaluating the ability of the Partnership to generate
Available Cash in amounts sufficient to restore the distribution
during 2003. We are not yet able to provide guidance as to when
the distribution will be restored or at what level it will be
restored. We are hopeful that we will be able to provide such
guidance during the first quarter of 2003. Any decision to
restore the distribution will take into account the ability of
the Partnership to sustain the distribution on an ongoing basis
with cash generated by its existing asset base, capital
requirements needed to maintain and optimize the performance of
its asset base, and its ability to finance its existing capital
requirements and accretive acquisitions. If distributions are
resumed, such distributions may be for less than the minimum
quarterly distribution target of $0.20 per unit.

"Although no distributions have been made by the Partnership in
2002, some of the Partnership's Unitholders will be allocated
taxable income for 2002. The amount of taxable income allocated
to each unitholder will vary, depending on the timing of
purchases by unitholders and the amount of each unitholder's tax
basis in their units. In order to mitigate the burden of
incurring a tax liability without receiving a cash distribution,
the Partnership will make a special distribution in the amount
of $1,760,000, or $0.20 per unit, on December 16, 2002, to
Unitholders of record as of December 2, 2002."

Genesis Energy, L.P., will broadcast its Third Quarter Earnings
Announcement Conference Call today, November 13, 2002, at 10:00
a.m. Central. This call can be accessed at
http://www.genesiscrudeoil.com Choose the Investor Relations  
button. Listeners should go to this website at least fifteen
minutes before this event to download and install any necessary
audio software. For those unable to attend the live broadcast, a
replay will be available beginning approximately one hour after
the event.

Genesis Energy, L.P., operates crude oil common carrier
pipelines and is an independent gatherer and marketer of crude
oil in North America, with operations concentrated in Texas,
Louisiana, Alabama, Florida and Mississippi.

At June 30, 2002, Genesis Energy's balance sheets show a working
capital deficit of about $6.5 million.


GENTEK INC: US Trustee to Convene Creditors' Meeting on Monday
--------------------------------------------------------------
Donald F. Walton, Acting U.S. Trustee for Region 3, has called
for a meeting of GenTek Inc., and its debtor-affiliates'
Creditors pursuant to Section 341(a) of the Bankruptcy Code to
be held on November 18, 2002 at 10:00 a.m. at the Office of the
U.S. Trustee at 844 King Street, Suite 2313 in Wilmington,
Delaware.

All creditors are invited, but not required, to attend.  This
Official Meeting of Creditors offers the one opportunity in a
bankruptcy proceeding for creditors to question a responsible
office of the Debtors under oath. (GenTek Bankruptcy News, Issue
No. 3; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GENUITY INC: Inks New 10-Day Standstill Agreement with Lenders
--------------------------------------------------------------
Genuity Inc., a leading provider of enterprise Internet Protocol
networking services, has received a 10-day extension, or
"standstill," from its lenders as it works toward completing
negotiations to restructure its debt. As part of this latest
extension agreement with its global consortium of banks and
Verizon Communications Inc., Genuity will make a payment of $8.3
million to the bank group.

"We will continue to use these extensions as an opportunity to
reach an agreement that is mutually acceptable to all parties,"
said Paul R. Gudonis, Genuity chairman and CEO. "While our
negotiations carry on, we continue to operate our company and
provide the industry-leading enterprise IP networking services
that our customers have come to expect from us."

This announcement follows a two-week extension agreement that
was announced on October 25, 2002. This new extension, which
runs through November 22, 2002, was agreed upon by all of the
banks that provided the $723 million in funding that Genuity
received in July 2002 as part of its $2 billion line of credit,
as well as by Verizon, which previously loaned Genuity $1.15
billion. To date, Genuity has repaid the banks $208 million of
its outstanding debt.

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

Genuity expects to report its financial results for the quarter
ending September 30, 2002, with the Security and Exchange
Commission on Form 10-Q on Thursday, November 14, 2002. To view
the filing, please visit the SEC's Web site at
http://www.sec.gov/  

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


GLOBAL CROSSING: UST Amends Unsecured Creditors' Subcommittee
-------------------------------------------------------------
Effective October 18, 2002, and pursuant to Section 1102(a) of
the Bankruptcy Code, the U.S. Trustee amends the membership of
Global Crossing Ltd.'s Subcommittee of the Official Committee of
Unsecured Creditors by replacing U.S. Trust Company and Knights
of Columbus with Wells Fargo Bank Minnesota, National
Association.  The Subcommittee is now composed of:

      A. Wilmington Trust Company, as Indenture Trustee
         520 Madison Avenue, New York, New York 10022
         Attention: Mr. James D. Nesci, Vice President
         Phone: (212) 415-0508

      B. Wells Fargo Bank Minnesota, N.A., as Indenture
         Trustee Sixth and Marquette, Minneapolis, MN 55479
         Attention: Mr. Lon P. LeClair, Corporate Trust Services
         Phone: (612) 667-4803   Telecopier: (612) 667-9825
(Global Crossing Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


GLOBAL CROSSING: Providing Spartan Equities Extranet Services
-------------------------------------------------------------
Global Crossing is providing Spartan Equities, a software design
and development firm specializing in institutional trading
platforms, with a secure, resilient communications
infrastructure via its Financial Extranet.  The Extranet allows
Spartan Equities to provide its clients real-time trade
execution through its proprietary Hydratrade(TM) trading
technology platform.

"We selected the Global Crossing Extranet solution because it
offers a fully managed, secure and scalable foundation over
which to deliver our transaction services," said Brandt Mandia,
CEO of Spartan Equities. "Membership in the Extranet community
also gives us access to services including FIX (Financial
Information Exchange) order management and multiple market data
analytics.  Combining these membership services with our
Hydratrade(TM) platform uniquely positions us to provide full
service trading solutions, from indication of interest through
clearing and settlement."

Global Crossing's Financial Extranet is a scalable network
connecting 1,500 member firms to their business partners,
content providers and transaction services globally, in a
neutral, highly secure environment. Members gain immediate
access to a global marketplace with the ability to choose from
multiple trading partners and applications over a single
connection.

Quality of service, an especially critical requirement of the
real-time-based financial services industry, is assured through
an ATM core. Overall performance is maximized with redundant,
dedicated fiber optic facilities and geographically distributed
Network Operations Centers, staffed 24 hours a day, 7 days a
week.  The Financial Extranet is interconnected to Global
Crossing's worldwide, seamless IP network for added performance
and resiliency.

"The financial services industry runs on real-time trade
execution, and poses exceptional demands on its communications
infrastructure," said John Legere, Global Crossing's CEO.  "Our
seamless, global network, which links over 200 cities in 27
countries, has never performed better, reaching a consistent
network availability level of 99.999%.  We're proud to offer
Spartan Equities and their clients this assurance, and to
welcome them to our community of financial services firms."

Global Crossing serves the world's largest financial customers
with a targeted offering that, in addition to the Financial
Extranet, includes its private Hoot and Holler network, carrying
real-time news and market commentary desktop to desktop around
the world, and its Trader Voice instant voice messaging for the
trading community.

Global Crossing provides telecommunications solutions over the
world's first integrated global IP-based network, which reaches
27 countries and more than 200 major cities around the globe.
Global Crossing serves many of the world's largest corporations,
providing a full range of managed data and voice products and
services. Global Crossing operates throughout the Americas and
Europe, and provides services in Asia through its subsidiary,
Asia Global Crossing.

On January 28, 2002, Global Crossing and certain of its
affiliates (excluding Asia Global Crossing and its subsidiaries)
commenced Chapter 11 cases in the United States Bankruptcy Court
for the Southern District of New York (Bankruptcy Court) and
coordinated proceedings in the Supreme Court of Bermuda (Bermuda
Court). On the same date, the Bermuda Court granted an order
appointing joint provisional liquidators with the power to
oversee the continuation and reorganization of the Bermuda-
incorporated companies' businesses under the control of their
boards of directors and under the supervision of the Bankruptcy
Court and the Bermuda Court.

On April 23, 2002, Global Crossing commenced a Chapter 11 case
in the Bankruptcy Court for its affiliate, GT UK, Ltd. On August
4, 2002, Global Crossing commenced a Chapter 11 case in the
United States Bankruptcy Court for the Southern District of New
York for its affiliate, SAC Peru Ltd. On August 30, 2002, Global
Crossing commenced Chapter 11 cases in the Bankruptcy Court for
an additional 23 of its affiliates (as specified in the July
Monthly Operating Report filed with the Bankruptcy Court) in
order to coordinate the restructuring of those companies with
its restructuring. Global Crossing has also filed coordinated
insolvency proceedings in the Bermuda Court for those affiliates
that are incorporated in Bermuda. The administration of all the
cases filed subsequent to Global Crossing's initial filing on
January 28, 2002 has been consolidated with that of the cases
commenced in Bankruptcy Court on January 28, 2002.

Global Crossing's Plan of Reorganization, which it filed with
the Bankruptcy Court on September 16, 2002, does not include a
capital structure in which existing common or preferred equity
would retain any value.

Please visit http://www.globalcrossing.comor  
http://www.asiaglobalcrossing.comfor more information about  
Global Crossing and Asia Global Crossing.

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


HAYES LEMMERZ: Hiring CB Richard Ellis as Real Estate Broker
------------------------------------------------------------
Michael J. Eddie, Hayes Vice President for Materials and
Logistics, informs the Court that a critical component of Hayes
Lemmerz International, Inc., and its debtor-affiliates'
restructuring efforts is the disposition of their surplus real
estate.  The Debtors permanently terminated operations at some
of their manufacturing facilities.  In addition to the
manufacturing facilities, the Debtors typically own the real
estate on which these facilities are located.  To maximize the
value of these former facilities and real estate for the
Debtors' estates, the Debtors have determined that it is
necessary to dispose these surplus assets in a coordinated and
orderly fashion.

The Debtors have also determined that they require the
assistance of a qualified real estate broker to provide certain
real estate services related to the disposition of their surplus
real estate. Accordingly, the Debtors interviewed and evaluated
various real estate brokers that expressed an interest in
serving as their real estate broker.  The Debtors ultimately
concluded that CB Richard Ellis Inc. was the most qualified real
estate broker under the circumstances.

By this application, the Debtors seek the Court's authority to
employ CB Richard Ellis Inc., as their exclusive real estate
broker.  The Debtors anticipate that the Firm will render
services with respect to the marketing and potential disposition
of certain of their real estate holdings in accordance with the
terms set forth in the Exclusive Real Estate Services Agreement,
dated October 1, 2002.

Mr. Eddie relates that Richard Ellis is a national real estate
broker that has successfully sold commercial properties for
clients since 1906.  Richard Ellis has offices located at 1000
Town Center in Southfield, Michigan, as well as other offices
throughout the United States and abroad.  Richard Ellis'
experience includes transactions involving the sale of
financially troubled assets working within the parameters
imposed by Chapter 11.  The Firm has also rendered services in
large and complex Chapter 11 cases throughout the United States.

The real estate brokerage and consulting services that Richard
Ellis will provide to the Debtors include:

-- leasing brokerage services on the Debtors' behalf as lessees
   or sublessees;

-- leasing brokerage services on the Debtors' behalf as lessors
   or sublessors;

-- property disposition brokerage services; and

-- facility assessments.

The Debtors believe that Richard Ellis is well qualified and
able to provide these services in a cost-effective, efficient,
and timely manner because of the Firm's national presence as a
commercial real estate broker and its experience in the sale and
lease of commercial real estate.  Mr. Eddie believes that these
professional services are necessary in the ongoing operation and
management of the Debtors' businesses and assets, as well as
beneficial to the Debtors' restructuring efforts under
Chapter 11 of the Bankruptcy Code.

CB Richard Ellis Inc., Managing Director Dennis Kateff discloses
that the Firm has not otherwise been retained, and will not be
retained, by any of the Debtors' creditors, equity security
holders, or any other party-in-interest, or their respective
attorneys, in any matters relating to any of the Debtors or
their estates.  In addition, the officers and employees of
Richard Ellis:

-- do not have any connection with the Debtors, their creditors,
   or any other party in interest, or their respective attorneys
   or accountants;

-- are "disinterested persons" under Section 101(14) of the
   Bankruptcy Code; and

-- do not hold or represent an interest adverse to the Debtor's
   estates.

However, Mr. Kateff admits that the Firm currently performs or
has performed work unrelated to the Debtors for these entities
or their affiliates: CSFB, Merrill Lynch, Bank of America, Bank
One, Citibank, Deutsche Bank, First Union, Sterling, Chase
Manhattan Bank, J.P. Morgan, Morgan Stanley, Sumitomo, SunTrust,
AMB, Ford Motor, IBM, GMAC, and General Electric Capital Corp.

The Debtors have agreed to pay Richard Ellis a professional
service fee for each sale, lease, sublease, or other disposition
of Debtors' real estate, in accordance with this schedule:

A. Property Disposition Services: Upon the closing of any sale
   transaction involving real estate located in the United
   States of America, Richard Ellis will receive a fee equal to:

   1. In the event the real estate is purchased by a client of
      Richard Ellis or an affiliate of the client, the fee set
      forth in Richard Ellis' published Schedule of Sale
      Commissions for the market in which the property is
      located, provided that the fee will not exceed 5% of the
      final purchase price of the real estate; or

   2. In the event the real estate is purchased by any other
      third party that is not a client of Richard Ellis or an
      affiliate of the client, the fee set forth in Richard
      Ellis' published Schedule of Sale Commissions for the
      market in which the property is located, provided that the
      fee will not exceed 6% of the final purchase price of the
      real estate; or

   3. In the event that the sale of real estate is not assigned
      to Richard Ellis and is negotiated directly by Client, 3%
      of the final purchase price of the real estate.

   Any consulting fees in addition to the fees will be mutually
   agreed to in writing by the Client and Richard Ellis prior to
   performance of services.

B. Leasing Brokerage Services:  Upon the closing of any lease
   transaction involving real estate located in the United
   States of America, Richard Ellis will receive a fee equal to
   the fee set forth in Richard Ellis' published Schedule of
   Lease Commissions for the market in which the property is
   located.

C. Facility Assessment Services:  Upon the completion of
   performance of any facility assessment services, Richard
   Ellis will receive a fee equal to the fee mutually agreed to
   in writing by the Client and Richard Ellis prior to
   commencement of services.

The Debtors have agreed that any motion they may file seeking
approval of a transaction involving their real estate also will
include an application pursuant to Sections 330 and 331 of the
Bankruptcy Code for Court approval of any Professional Service
Fees that may be due to Richard Ellis under the Services
Agreement with respect to the transaction.  Richard Ellis will
be paid the Professional Service Fees only on the consummation
of the sale, lease, sublease, or other disposition of properties
for which the Firm has rendered real estate brokerage services.  
The Debtors have also agreed that Richard Ellis will also be
reimbursed for its reasonable, documented, and actual out-of-
pocket expenses, as approved in advance in writing by the
Debtors.

The termination date of the Services Agreement is September 30,
2003, unless extended pursuant to the written agreement of the
Debtors and Richard Ellis.  The Services Agreement provides that
either party may terminate the agreement in the event of a
breach by the other party in the event that the breach is not
cured within 30 days after written notice.

Upon the expiration of the Services Agreement, or in the event
the Services Agreement is terminated, Richard Ellis will, within
15 days of the expiration or termination, submit a list of all
parties with whom the Firm has had good-faith substantive
negotiations as of the date of expiration or termination
concerning a prospective acquisition, disposition or leasing
transaction that is the subject of a "Request for Services"
under the Services Agreement.  The list will describe the extent
of these negotiations and the prospective transaction to which
the negotiations relate.  If within 180 days of termination, a
contract is entered into between the Debtors and any party with
respect to the prospective transaction resulting in a
consummation of the transaction, a fee will be due and payable
to Richard Ellis in accordance with the Services Agreement.
However, if within the 15-day period Richard Ellis has failed to
furnish the Debtors with the names of parties and prospective
transactions, no fee will be payable with respect to any
transaction. (Hayes Lemmerz Bankruptcy News, Issue No. 20;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

Hayes Lemmerz's 11.875% bonds due 2006 (HLMM06USS1) are trading
at 45 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=HLMM06USS1
for real-time bond pricing.


HOMELIFE: Secures Nod to Further Stretch Lease Decision Period
--------------------------------------------------------------
Homelife Corporation and its debtor-affiliates sought and
obtained approval from the U.S. Bankruptcy Court for the
District of Delaware to extend its period to decide what to do
with their unexpired leases.  The Debtors have until the earlier
of December 31, 2002 or the effective date of any chapter 11
plan to decide whether to assume, assume and assign, or reject
unexpired nonresidential real property leases.

Privately-held HomeLife shut down all of its 128 retail
locations before it filed for chapter 11 bankruptcy protection
on July 16, 2001 in the U.S. Bankruptcy Court for the District
of Delaware.  The Debtors listed both assets and liabilities of
over $100 million each in its petition. Laura Davis Jones, Esq.,
at Pachulski, Stang, Ziehl, PC represents the Debtors.


IESI CORP: September 30 Balance Sheet Upside-Down by $31 Million
----------------------------------------------------------------
IESI Corporation reported that revenue for the three months
ended September 30, 2002 increased 18.2% to $57.2 million, as
compared with revenue of $48.4 million for the corresponding
three-month period in 2001.  Income from operations for the
three months ended September 30, 2002 was $4.9 million, as
compared with $4.6 million for the corresponding period in 2001.

EBITDA (earnings before income taxes, loss on the extinguishment
of debt, loss on termination of interest rate swaps, interest
expense, depreciation, depletion, and amortization) for the
three months ended September 30, 2002 was $12.2 million, as
compared with EBITDA of $11.2 million for the corresponding
period in 2001.  Adjusted EBITDA, which represents EBITDA before
business development and financing charges for the three months
ended September 30, 2002 was $13.1 million, as compared with
$11.9 million for the corresponding period in 2001.  During the
three months ended September 30, 2002, charges of $980,000 were
incurred to write-off certain discontinued landfill and transfer
station development projects and costs related to aborted
acquisition transactions.  In the three months ended September
30, 2001, charges of $786,000 were incurred to write-off certain
landfill development projects.

Net income for the three months ended September 30, 2002 was a
loss of $264,000, as compared with net income of $1.4 million
for the same three-month period in 2001.

Revenue for the nine months ended September 30, 2002 increased
13.6% to $156.2 million, as compared with revenue of $137.5
million for the corresponding period in 2001.  Income from
operations for the nine months ended September 30, 2002 was
$16.1 million, as compared with $12.4 million for the
corresponding period in 2001.

EBITDA for the nine months ended September 30, 2002 was $36.0
million, as compared with EBITDA of $31.1 million for the
corresponding period in 2001. Adjusted EBITDA for the nine
months ended September 30, 2002 was $37.0 million, as compared
with $32.6 million for the corresponding period of 2001.  During
the nine months ended September 30, 2002, charges of $980,000
were incurred to write-off certain discontinued landfill and
transfer station development projects and costs related to
aborted acquisition transactions. In the nine months ended
September 30, 2001, charges of $1.6 million were incurred to
write-off certain landfill development projects and an aborted
equity and debt transaction.

Net income for the nine months ended September 30, 2002 was
$780,000, as compared with $1.7 million for the corresponding
period in 2001.

At September 30, 2002, the Company's balance sheets show a
working capital deficit of about $6 million, and a total
shareholders' equity deficit of about $31 million.

During the quarter, the Company completed six acquisitions
representing approximately $8.4 million of annualized revenue.  
In Texas, completed acquisitions included a new collection
operation in Waxahachie and a tuck-in collection operation that
has been integrated into the Company's existing Waco and Johnson
City operations.  In Louisiana, the Company acquired a new
collection operation in Monroe and a fully permitted greenfield
landfill near Oakdale.  The landfill is scheduled to open in
2003.  Part of the waste stream from the Monroe acquisition has
been internalized into one of the Company's existing landfills
in the State.  In Oklahoma and Arkansas, the Company acquired
two tuck-in collection operations that have been integrated into
the Company's Bristow, Oklahoma and Heber Springs, Arkansas
operations.  The waste stream from both tuck-in acquisitions
have been internalized into landfills the Company owns in both
states.

In the first quarter of 2002, the Company adopted Statement of
Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets" ("SFAS 142").  In accordance with SFAS 142,
the Company ceased amortizing intangibles with indefinite lives
effective January 1, 2002.  The Company performed the first of
the required impairment tests of goodwill and indefinite lived
intangible assets based on the carrying values as of
January 1, 2002, and incurred no impairment of goodwill upon the
initial adoption of SFAS No. 142.

IESI is one of the leading regional, non-hazardous solid waste
management companies in the United States and has grown through
a combination of strategic acquisitions and internal growth.  
IESI provides collection, transfer, disposal and recycling
services to 244 communities, including more than 400,000
residential customers and approximately 50,000 commercial and
industrial customers in nine states.


INACOM CORP: Court Further Stretches Exclusivity through Dec. 3
---------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Delaware, Inacom Corp., and its debtor-affiliates obtained an
extension of their exclusive periods.  The Court gives the
Debtors, until December 3, 2002, the exclusive right to file
their plan of reorganization and until February 3, 2003, to
solicit acceptances of that Plan from creditors.

Inacom Corp., providers of information technology products and
technology management services, filed for Chapter 11 petition on
June 16, 2000. Laura Davis Jones and Christopher James Lhulier
at Pachulski Stang Ziehl Young & Jones PC represent the Debtors
in their restructuring efforts.


INTEGRATED HEALTH: Wins Nod to Sell IHS-126 to Baltic for $2.6MM
----------------------------------------------------------------
IHS Acquisition No. 126, Inc., and the other Integrated Health
Services, Inc. Debtors obtained the Court's authority to:

A. sell real property, improvements and personalty owned by IHS-
   126 comprising a 100-bed skilled nursing facility, located at
   130 Buena Vista Street in Baltic, Ohio and known as IHS
   Horizon Baltic, to Baltic Realty LLC, as Buyer, free and
   clear of all liens, claims, interests and encumbrances,
   except for certain Permitted Encumbrances as set forth in the
   Contract of Sale by and between IHS-126 and the Buyer dated
   as of October 4, 2002; and

B. transfer the operations of the Facility to Baltic Health Care
   Corporation, as Transferee and New Operator of the Facility,
   pursuant to the Operations Transfer Agreement by and between
   IHS-126 and the New Operator, dated as of October 4, 2002.

Pursuant to the Sale Contract, IHS-126 will sell substantially
all its assets -- real property, improvements, personal property
-- to the Buyer, free and clear of all liens, claims, interests
and encumbrances, except for the Permitted Encumbrances
specified in the Sale Contract, for $2,600,000. (Integrated
Health Bankruptcy News, Issue No. 45; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


KMART CORP: SEC Has Until January 29 to File Proof of Claim
-----------------------------------------------------------
In an Agreed Order signed by Judge Sonderby, Kmart Corporation
and the Securities and Exchange Commission stipulate that the
SEC will have until January 29, 2003 to file its proof of claim.  
This extension of time is without prejudice to the SEC's right
to seek a further extension of time to file its proof claim
until April 29, 2003.  The parties also agree that this further
extension may be granted without further approval of this Court
through another written stipulation between the Debtors and the
SEC.  The parties, however, will still file that stipulation
with the Court. (Kmart Bankruptcy News, Issue No. 37; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

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


LERNOUT & HAUSPIE: Files Liquidating Plan & Disclosure Statement
----------------------------------------------------------------
Lernout & Hauspie Speech Products, N.V., presents to Judge
Wizmur a liquidating plan.  This is a liquidating plan for the
Belgian parent company.  As previously reported, L&H Holdings
(USA), Inc., and Dictaphone Corporation., prosecuted separate
chapter 11 plans to confirmation.   

This new L&H NV Liquidating Plan, the Company explains, seeks
"to effectuate an allocation of the proceeds from the sales of
virtually all of L&H NV's assets among the various creditor
constituencies."

Specifically, the Plan has been formed as a liquidating plan
that is based on the proceeds from the sales of L&H NV's various
assets, including Mendez S.A., the Medical Transcription
Business, and the Speech And Language Technologies Business.  
The Plan also contemplates the formation of a litigation vehicle
intended to "maximize the recoveries on L&H NV's litigation
claims."

Since some of the consideration L&H NV received for the sale of
its assets, specifically the Speech And Language Technologies
Business, consists of non-Cash assets, like the ScanSoft Stock,
the Plan permits -- but does not require -- the distribution of
the ScanSoft Stock to holders of certain Allowed Claims.

The Plan also provides for Distributions of Available Cash --
which includes the ScanSoft Stock -- and Litigation Trust
Beneficial Interests among holders of certain Allowed Claims,
like:

    (a) 93% of the Litigation Trust Beneficial Interests
        will be distributed to holders of general unsecured
        claims against L&H NV; and

    (b) 7% will be distributed to holders of claims arising
        out of or in connection with the PIERS and Old
        Convertible Subordinated Notes.

With respect to the 93% of the Beneficial Trust Interests being
distributed to holders of Allowed Unsecured Claims, holders of
U.S. Claims that are Allowed Unsecured Claims will receive 7% of
the Litigation Trust Beneficial Interests, and holders of all
Allowed Unsecured Claims -- including holders of U.S. Claims
that are Allowed Unsecured Claims -- will receive a Ratable
Portion of the remaining 86% of the Litigation Trust Beneficial
Interests.  This allocation represents a compromise designed to
account for certain inconsistencies between Belgian law and U.S.
law.  For example, certain claims for employee severance are
given greater priority under Belgian law than they would receive
under U.S. law.  To adjust this inconsistency, holders of
Allowed U.S. Claims will receive a larger ownership interest in
the Litigation Trust.

Finally, as part of the settlement incorporated into the Plan
regarding the allocation of Distributions, any Distributions
that L&H NV obtains through the Dictaphone Plan on account of
Intercompany Loan Agreement Claims will not be redistributed to
the Lenders.

L&H NV will continue in existence after the Effective Date for
the purpose of effecting the Transfer of all assets of L&H NV
either for cash or other consideration in a manner that will
maximize its Estate. Upon the Transfer of assets, Post Effective
Date L&H NV will distribute the proceeds from the Transfer in
accordance with the provisions of the Plan.  L&H NV and its
successor, Post Effective Date L&H NV, will complete the
Transfer of their respective assets as soon as reasonably
practicable after the Effective Date.

From and after the Effective Date L&H NV will continue in
existence for the purposes of:

(a) effecting the sale, transfer or other disposition of
    its assets as expeditiously as reasonably possible;

(b) distributing the proceeds from such Transfers in
    accordance with the provisions of the Plan, as
    expeditiously as reasonably possible;

(c) enforcing and prosecuting Causes of Action, claims,
    defenses, interests, rights and privileges of L&H NV
    -- to the extent not assigned to the Litigation Trust;

(d) reconciling Claims and resolving Disputed Claims;

(e) administering the Plan;

(f) filing appropriate tax returns; and

(g) taking other action as may be necessary or appropriate
    to effectuate the Plan.

Post Effective Date L&H NV will have absolute discretion to
pursue or not to pursue any and all claims, rights, defenses, or
Causes of Action that it retains pursuant to this Plan, and will
have no liability for the outcome of its decision.  Post
Effective Date L&H NV may incur and pay any reasonable and
necessary expenses in performing these functions.

As soon as practicable after the Effective Date, but subject to
the completion of its duties under the Plan, Post Effective Date
L&H NV will distribute all of its assets in accordance with the
terms of the Plan.

Post Effective Date L&H NV will make distributions as provided
under the Plan from the net proceeds it has obtained or obtains
from the Transfers of its assets for a period of up to 24 months
after the Effective Date.  To effect this, Post Effective Date
L&H NV will make Distributions of Cash, Available Cash, and
Litigation Trust Beneficial Interests on account of any portion
of, or in the full amount of Allowed Claims on the first
Business Day of each calendar semester; provided, however, that,
except with respect to the final Distribution, Post Effective
Date L&H NV will not make any distributions unless the amount of
Available Cash exceeds $1,000,000.

These Distributions will continue until Post Effective Date L&H
NV has transferred all of its assets and there is no additional
Available Cash for Distributions under the Plan.

To the extent that L&H NV or Post Effective Date L&H NV receives
or has received consideration that is neither Cash nor Cash
equivalents, Post Effective Date L&H NV will endeavor to
distribute any non-Cash consideration in a manner as to give
effect to the distribution scheme contemplated under the Plan.

With respect to Distributions consisting of ScanSoft Stock, and
notwithstanding other provisions in the Plan, including the Plan
provisions regarding the Semi-Annual Distribution Date, Post
Effective Date L&H NV will make Distributions of Available Cash
consisting of either the ScanSoft Stock or the Cash proceeds
from the Transfer of ScanSoft Stock, to holders of Allowed
Claims in such amounts and at such times as determined by the
Curators, after consulting with its Litigation Monitoring
Committee, to be commercially reasonable.

Upon the distribution of all its assets, Post Effective Date L&H
NV and its subsidiaries will be dissolved for all purposes
without the necessity for any other or further actions to be
taken by or on behalf of the entities or payments to be made in
that connection. Notwithstanding, each Entity may file a
certificate of dissolution in its jurisdiction of incorporation.  
Post Effective Date L&H NV may execute the certificate of
dissolution without the need for any action or approval by the
shareholders or board of directors of any of the Entities.  From
and after the date of dissolution, L&H NV:

(a) will be deemed to have dissolved and withdrawn its business
    operations from any state or country in which it was
    previously conducting, or is registered or licensed to
    conduct, its business operations, and will not be required
    to file any document, pay any sum or take any other action,
    in order to effectuate such withdrawal;

(b) will be deemed to have cancelled pursuant to this Plan all
    of its Equity Interests, and

(c) will not be liable in any manner to any taxing authority
    for franchise, business, capital, license or similar taxes
    accruing on or after such date.

From and after the Effective Date, to the extent the bylaws,
certificate of incorporation or other charter and corporate
documents of L&H NV are inconsistent with the terms and
provisions of the Plan, the Plan will supersede such bylaws,
certificate of incorporation, or other charter and other
corporate documents, as the case may be.  The dissolution of L&H
NV will not have any effect on any of the Debtor's Assigned
Causes of Action that are assigned to a litigation trust.

Upon the Effective Date, and to the extent not already provided
for under Belgian law or ordered by the Belgian Court in the
Belgian Case:

(a) each of the existing officers and members of the Board of
    Directors of L&H NV will be deemed to have resigned, and

(b) the Curators will serve as the sole officer and sole
    director of Post Effective Date L&H NV.

L&H NV currently anticipates that the Belgian Case will continue
for some time.  Under the Plan, holders of Claims against and
Equity Interests in L&H NV will have their Claims transferred to
the Belgian Case, and distributions made under the terms of the
Plan to holders of Allowed Claims against L&H NV will be made by
the Curators in the Belgian Case.  L&H NV currently anticipates
that all distributions made pursuant to the Plan will be in cash
and will be paid by the Curators within the Belgian Case.  
Nonetheless, in certain circumstances, distributions of non-cash
assets, such as stock, may be made.  Belgian Court approval may
be necessary to effectuate certain transactions. There can be no
assurances that the Belgian Court will approve all the
transactions contemplated in the Plan.

Based on a preliminary review and analysis of all claims
conducted as of September 9, 2002, L&H NV estimates that over
5,043 proofs of claim totaling approximately $3,044,000,000,000
have been filed in the three Chapter 11 cases of L&H NV,
Dictaphone and L&H Holdings.  About 2,882 claims have been filed
against L&H NV totaling approximately $1,584,000,000,000.  L&H
NV also estimates that, as a consequence of the First Omnibus
Objection, the Second Omnibus Objection, and certain other
actions taken by L&H NV, no claims have been allowed by L&H NV,
and 63 claims have been expunged by L&H NV, totaling
approximately $852,700,000.

As of September 1, 2002, 389 administrative expense claims have
been filed against L&H NV, totaling approximately $60,100,000.

                       *     *     *

Accordingly, Judge Wizmur schedules a hearing to consider the
adequacy of the information in the Disclosure Statement
supporting L&H NV's Liquidating Plan on November 22, 2002.  
Disclosure Statement objections must be filed no later than
November 18, 2002. (L&H/Dictaphone Bankruptcy News, Issue No.
32; Bankruptcy Creditors' Service, Inc., 609/392-0900)  


LIGHT MANAGEMENT: Restructures & Downsizes Operations in Atlanta
----------------------------------------------------------------
Light Management Group Inc. (OTCBB:LMGR) -- http://www.lmgr.net
-- developer of new applications in optical and light
technologies employing sound waves, announced the re-structuring
and downsizing of operations of its Atlanta office.

The re-structuring and downsizing comprises re-location of
Atlanta staff to more cost-efficient space while not replacing
staff that have left the company or have been released. LMG is
currently working on all logistics details (phone numbers, etc.)
to ensure that lines of communication for U.S. personnel are
transitioned as expeditiously as possible.

This transition is part of LMG's continuing effort to manage the
costs of the business and to position itself more comfortably to
move forward as a leaner organization. As such, the company is
adopting a more aggressive strategy toward revenue generation.

This decision was made greatly in part to the extreme downturn
in the area of telecommunications; close proximity to important
entities in this sector played a significant role in LMG's
decision to locate in Norcross, Georgia.

Light Management Group Inc., specializes in the development of
new applications in optical and light technologies. LMG's
breakthrough technology employs sound waves to focus and direct
light. LMG has filed for two United States patents in the fiber
optics field, both of which could have significant applications
in telecommunications, data transmission, and Internet
technology. Light Management Group is committed to fulfilling
demand for multiple, complex levels of switching within the
communications industry.

At June 30, 2002, Light Management's balance sheet showed that
current liabilities exceeded current assets by $2.3 million
while total working capital deficit topped $1.1 million.


LTV: Calfee Halter & Griswold Employment Ends December 31, 2001
---------------------------------------------------------------
LTV Steel Company inform Judge Bodoh that the employment of its
special counsel, Calfee Halter & Griswold, terminated on
December 31, 2001.

CH&G was initially employed to act as special counsel for
government, government finance and lobbying services in these
Chapter 11 cases nunc pro tunc to March 9, 2001, to:

    (a) assist the Debtors in meeting with elected or other
        governmental officials in the State of Ohio, the
        County of Cuyahoga, and the City of Cleveland to
        identify and pursue legislative vehicles to provide
        financial assistance to the Debtors, and

    (b) provide related legal services.

That representation was expanded to include representation
assisting the Debtors in analyzing the impact of state and local
fire and safety codes, workplace rules and environmental
regulations during the restructuring process, and to identify
and develop strategies to access the federal, state and local
funding sources which might be available to LTV in any future
effort to clean up or otherwise remediate any potential
environmental issues at LTV's facilities.  The firm's final fee
application was filed in September 2002, and remains pending.
(LTV Bankruptcy News, Issue No. 39; Bankruptcy Creditors'
Service, Inc., 609/392-00900)


LUND INT'L: Aftermarket Swaps 10K Preferred for Common Shares
-------------------------------------------------------------
Lund International Holdings, Inc., (OTC Pink Sheets: LUND)
announces that LIH Holdings IV, LLC, the owner of 10,000 shares
of the Company's Series C Preferred Stock, transferred all of
its Series C Preferred Stock to Aftermarket Holdings, Inc., a
Harvest Partners, Inc., affiliate.  On November 7, 2002,
Aftermarket Holdings, Inc., tendered the 10,000 shares of the
Company's Series C Preferred Stock to the Company for
conversion.  Those shares, along with $2,117,000 of accrued and
unpaid dividends, converted into 10,838,104 shares of Common
Stock of the Company.

Effective December 20, 2000, the Company authorized the
Certificate of Designation, Preferences and Rights of Series C
Preferred Stock, which authorized 30,000 shares of Series C
Preferred Stock at a price of $1,000.00 per share.  Under the
Certificate of Designation, any Series C Preferred Stock
stockholder has the right to convert the Series C Preferred
Stock at its option at any time.  At the end of December of
2000, the Company entered into an Investment Agreement with LIH
IV, an affiliate of Harvest Partners.  In the Investment
Agreement, LIH IV agreed to provide an infusion of up to $10
million in capital into the Company.  The capital infusion was
required by the Company's lenders in connection with covenant
relief then granted by them.  On December 29, 2000, under the
terms of the Investment Agreement, LIH IV provided $5 million of
capital to the Company and was issued 5,000 shares of Series C
Preferred Stock.  On April 3, 2001, under the terms of the
Investment Agreement, as amended, LIH IV provided a second $5
million infusion of capital into the Company and was issued an
additional 5,000 shares of the Company's Series C Preferred
Stock.

As provided in the Certificate of Designation, the conversion of
the Series C Preferred Stock is calculated by taking the number
of shares of the Company's Common Stock equal to the stated
value of $1,000.00 per Series C Preferred share, plus accrued
and unpaid dividends per share, divided by the Fair Market Value
of the Common Stock of the Company.  The Fair Market Value of
the Company's Common Stock for the Series C Preferred conversion
is defined as the average of the closing sale price of the
Common Stock for the twenty business days prior to the date of
conversion.  Consequently, Aftermarket Holdings, Inc.'s tender
of its 10,000 shares of Series C Preferred Stock with accrued
dividends on November 7, 2002, at the Fair Market Value of
$1.118 per share, resulted in the Company's issuance of
10,838,104 shares of the Company's Common Stock to Aftermarket
Holdings, Inc.  After the conversion of the Series C Preferred
Stock, Harvest Partners, through Aftermarket Holdings, Inc., and
other vehicles formed since 1997 by Harvest for the purpose of
investing in Lund, owns approximately 87 percent of the
21,105,429 outstanding shares of Common Stock of the Company.

Lund International is a leading designer, manufacturer and
marketer of a broad line of accessories for the automotive
aftermarket.  Its products are sold under the trade names
"Lund(R)", "Deflecta-Shield(R)", "Deflecta- Shield(R)" Aluminum,
"Autotron(R)", "Belmor(TM)" and "Auto Ventshade(R)". The
corporate headquarters are at 3700 Crestwood Parkway, N.W.,
Suite 1000, Duluth, Georgia 30096.

At September 30, 2002, the Company's balance sheets show that
its total current liabilities exceed total current assets by
about $54 million.


MATLACK SYSTEMS: Court Converts Cases to Chapter 7 Liquidation
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
Matlack Systems, Inc.'s request to convert their Chapter 11
cases to Chapter 7 liquidation proceedings.  

After the Petition Date the Debtors sold and liquidated nearly
all of their assets.  The Debtors now have exhausted virtually
all available cash in the ordinary course of business as
debtors-in-possession.  The Debtors relate that although there
are material assets remaining in these estates, including
proceeds from preference actions and several parcels of real
estate, the total amount of assets is far less than alleged and
estimated administrative claims.

Before filing for chapter 11 protection, Matlack Systems, Inc.,
North America's No. 3 tank truck company, provides liquid and
dry bulk transportation, primarily for the chemicals industry.
Richard Scott Cobb, Esq., at Klett Rooney Lieber & Schorling
represents the Debtors as they wind up their assets.  


MCMS INC: Exclusive Plan Filing Period Extended through Dec. 12
---------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Delaware, MCMS, Inc., and its debtor-affiliates obtained an
extension of their exclusive periods.  The Court gives the
Debtors, until December 12, 2002, the exclusive right to file
their plan of reorganization and until February 12, 2003, to
solicit acceptances of that Plan.

Following the sale of its business and associated trade names
and trade marks, MCMS, Inc., changed its tame to Custom
Manufacturing Services, Inc.  Debtor MCMS Customer Services,
Inc. has also changed its name for the 0same reason to CMS
Customer Services, Inc. The Debtors filed for Chapter 11
protection on September 18, 2001. Eric D. Schwartz, Esq., and
Donna L. Harris, Esq., at Morris, Nichols, Arsht & Tunnell
represent the Debtors in their restructuring efforts.  When the
company filed for protection from its creditors, it listed
$173,406,000 in assets and $343,511,000 in debt.


MED DIVERSIFIED: Sues JP Morgan et. al. Seeking $1BB in Damages
---------------------------------------------------------------
Med Diversified, Inc., (PINK SHEETS: MDDV.PK) responded to
recently publicized news of the collapse of National Century
Financial Enterprises, its primary lender, and provided comments
and questions concerning the conduct of the following parties:

     --  J.P. Morgan Chase & Co., and its representatives as
         trustees of NPF VI, a special purpose organization of
         NCFE; as independent directors and audit committee
         members of both NPF XII and NPF VI; and as independent
         directors and 20-percent owners of NCFE;

     --  Bank One Corporation and its representatives as
         trustees of NPF XII; and

     --  NCFE's auditor Deloitte & Touche.

The Company believes J.P. Morgan Chase and Bank One, as well as
certain individuals employed by them and involved at various
times in NCFE's operations, may have breached certain fiduciary
duties which will gravely affect patient care across the
country. Not only have NPF XII and NPF VI been unable to deliver
funding to the Company, but J.P. Morgan Chase, Bank One, NCFE
and the independent directors of NPF XII and NPF VI denied Med
Diversified the right to seek alternate funding by refusing to
release the Company's unpurchased and future accounts
receivable.

The Company does not understand how J.P. Morgan Chase, Bank One
and the independent directors of NPF XII and NPF VI could not
have known the extent of the financial problems at NCFE, which
is being revealed only now.

Reports recently appearing in The Wall Street Journal, The
Washington Post and Forbes addressed the flawed lending
practices of NCFE, NPF VI and NPF XII, including their practice
of unsecured over-funding in order to obtain equity in the
companies NCFE finances and to collect additional program fees,
all in an attempt to improve NCFE's income statement. The press
reports also detailed how NCFE has missed payments to Med
Diversified and roughly 60 other health care providers.

The Company believes that in an effort to achieve significant
income statement enhancements, NCFE may have allowed unsecured
over-funding (outside the Sales and Sub-Servicing Agreements and
covenants of the indentures that allow for the secured sale of
accounts receivable to NCFE affiliates in exchange for funds)
that enabled NCFE to collect additional fees and to improve its
income statement in an attempt to do a future initial public
offering and to obtain new private investors for NCFE. J.P.
Morgan Chase, Bank One, their auditors and the independent
directors of NCFE should have known about these income statement
enhancements through required periodic audits. As independent
directors, they bear full responsibility even if they were not
aware of the situation. Their inattention to this matter has
driven the Company and dozens of other health care providers
into a critical financial situation that may lead to a national
health care crisis.

                       Timeline of Events

The Company presented a timeline of events regarding its
dealings with NCFE, NPF VI and NPF XII. On October 17, 2002, Med
Diversified, along with other NCFE-financed companies, received
written and oral notification that funding from NPF XII and NPF
VI would be forthcoming in the ordinary course. This funding did
not occur; as a result, a subsidiary of the Company, Tender
Loving Care Health Care Services, Inc., failed to meet payroll
obligations, which have since been met. NPF XII and NPF VI have
in effect defaulted on their agreement to fund the Company and,
as a result, have jeopardized patient care.

Together with other health care providers that NPF XII and NPF
VI failed to fund, Med Diversified took legal steps to avoid an
interruption in patient care by seeking to collect reimbursement
of pending claims directly from its payers. J.P. Morgan Chase,
Bank One, and the independent directors of NPF XII and NPF VI
responded by moving for a temporary restraining order against
this action. On Monday, November 7, 2002, Judge Jennifer Brunner
of the Franklin County Common Pleas Court entered a Temporary
Restraining Order against many of the companies attempting to
bypass NPF XII and NPF VI in collecting reimbursements.
Unfortunately, the hastily initiated court proceeding and
resulting TRO has further frozen cash needed by an already
struggling group of health care companies. A court decision
favorable to the health care providers is paramount to the
survival of Med Diversified and the other companies named in the
TRO.

Although Med Diversified has been exerting maximum effort to
protect the interests of its patients, creditors, shareholders
and employees, the Company is ultimately defenseless. J.P.
Morgan Chase and Bank One have financially paralyzed Med
Diversified and roughly 60 other companies. The trustees have
refused to communicate, ignoring the Company's phone calls.

Furthermore, J.P Morgan Chase, Bank One and the independent
directors of NPF XII and NPF VI have not released unpurchased
and future accounts receivable, preventing the Company from
obtaining alternate financing. As a direct result, the Company's
subsidiary, Tender Loving Care Health Care Services, Inc. has
filed for bankruptcy protection under Chapter 11 of the United
States Bankruptcy Code. In addition, the federal Office of
Inspector General is currently investigating NCFE's business
dealings with other companies.

Unlike other NCFE companies, Med Diversified is a publicly
traded entity, responsible not only to its patients but also to
a loyal group of shareholders who are being needlessly harmed by
this action. On behalf of Med Diversified's patients, creditors,
shareholders and employees, the Company's board of directors is
demanding answers to the following questions:

     1.  To the trustees of NPF XII and NPF VI, Bank One and
J.P. Morgan Chase, how could you not know the misuse of funds
was occurring? Did you fulfill your duties as trustees and
ensure routine audits were performed? If not, why? To the
independent directors of NPF XII and VI, how did you not know of
this behavior? To the head of the Audit Committee, how were you
not aware of these activities? To Deloitte & Touche, how could
you sign off on last year's NCFE audit? To the chief financial
officer and chief compliance officer of NCFE, how could you not
know the alleged misuse of funds was occurring? How can NPF XII
and NPF VI be able to fund without collateral since it is unable
to do so according to the indentures?

     2.  How can the over-funding - without supporting
collateral - be anything but unsecured debt? If NCFE and its
principals own 30 percent of Med Diversified, isn't this
unsecured debt truly equity?

     3.  Over the last three weeks, why did NPF XII and NPF VI
confirm both in writing and orally that the Company would be
funded - causing the Company to distribute payroll and vendor
payments - then, without any communication, not fund? How can
J.P. Morgan Chase, Bank One, NPF XII and NPF VI stop funding
without giving adequate warning? How can NPF VI make payments to
a major investor and stop funding for all its clients?

     4.  How can the State of Ohio and the Franklin County
Common Pleas Court place a Temporary Restraining Order on
receivables under a Sales and Sub-Servicing Agreement when
federal law does not permit the assignment of Medicare and
Medicaid receivables to a third party?

     5.  Why haven't the independent directors and investors of
NPF XII and NPF VI, as well as J.P. Morgan Chase and Bank One
and their advisors, released the Company's unpurchased, current
and future accounts receivable so the Company can get new
financing to take care of its patients? Also, by their inaction,
how can the independent directors and investors of NPF XII and
NPF VI, as well as J.P. Morgan Chase and Bank One and their
advisors, force patient abandonment to occur and force the
filing of Chapter 11 by the Company's subsidiary, Tender Loving
Care, the second largest nursing company in the nation?

     6.  Why has the only communication come from the long
retired board members of NCFE and not from the independent
directors of NPF XII and NPF VI, J.P. Morgan Chase, Bank One and
NCFE?

     7.  Why have J.P. Morgan Chase, Bank One and the
independent directors and investors of NPF XII, NPF VI and NCFE
and its affiliates acted solely in their own financial interests
without regard for patient care?

     8.  How can NCFE walk away from a 21-year preferred
provider agreement after telling investors it was a billion-
dollar opportunity [as referenced in the Company's press
releases and analyst conference calls from 2000] without a
financial settlement ?

     9.  How can NCFE not adhere to its contractual obligation
relating to the restructuring of debentures from Private
Investment Bank Limited one of the Company's major secured
creditors, and American Reimbursement, LLC that requires NCFE to
release funds to PIBL?

     10. Why haven't J.P. Morgan Chase, Bank One, the
independent directors and auditors of NPF XII and NPF VI, and
NCFE's auditor, Deloitte and Touche, addressed Med Diversified
or PIBL concerning the breach of certain contractual
relationships committed to by NCFE in support of the Company's
commitment to pay PIBL caused by the non-funding and lack of
response?

Tuesday Med Diversified filed a complaint against J.P. Morgan,
Bank One, the independent directors of NPF VI and NPF XII and
Deloitte & Touche seeking damages of $1 billion for the Company
and its shareholders.

Med Diversified operates companies in various segments within
the health care industry, including pharmacy, home infusion,
multi-media, management, clinical respiratory services, home
medical equipment, home health services and other functions. For
more information, see http://www.meddiversified.com  

As reported in Troubled Company Reporter's July 19, 2002
edition, Med Diversified is expecting that its total
shareholders' equity deficit will reach $190 million.


MERLIN SOFTWARE: Ceases Operations Due to Lack of Financing
-----------------------------------------------------------
Merlin Software Technologies Inc., has been unable to raise
financing, so it has dismissed its employees and ended its
operations, Dow Jones reported.

In a Form 8-K filed on Thursday, Nov. 7, 2002, with the
Securities and Exchange Commission, Merlin Software said all of
its directors and officers have resigned, but said some former
directors and officers have volunteered to try to arrange for an
assignment under Canada's bankruptcy laws to ensure an orderly
wind-up of affairs. Merlin Software, however, said it doesn't
have enough funds for a trustee, a necessary first step in such
bankruptcy proceedings.

Merlin Software also said it received notice on Oct. 25 from
Series B noteholders saying that they consider the company to
have committed a breach under the terms of the notes. The
noteholders gave the company 10 days to cure the breach, after
which they would pursue the remedies provided for in the
agreement. Merlin integrated technologies into affordable, high-
performance data storage/protection and security/loss prevention
solutions. (ABI World, Nov. 8)


METALS USA: Excess Claims Must be Filed by December 2, 2002
-----------------------------------------------------------
Zack A. Clement, Esq., at Fulbright & Jaworski LLP, in Houston,
Texas, relates that pursuant to the confirmation of Metals USA,
Inc.'s Reorganization Plan, counterparties to assumed executory
contracts and unexpired leases will have until December 2, 2002
to file cure claims in excess of the cure claims listed by the
Debtors.

According to Mr. Clement, if the counterparties fail to do so,
they will only be entitled to the cure claims listed by the
Debtors and any further claims will be forever barred and
discharged and will not be enforceable against Debtors, their
estates or the Reorganized Debtors.

Cure claims against the Debtors must be served and filed with
the Debtors' claims agent, Poorman-Douglas Corporation, at these
addresses:

                Poorman-Douglas Corporation
                Attn: Metals USA Claims
                P.O. Box 4390
                Portland, Oregon 97208-4390

                       and

                Poorman-Douglas Corporation
                Attn: Metals USA Claims
                10300 S.W. Allen Blvd.
                Beaverton, Oregon 97005
(Metals USA Bankruptcy News, Issue No. 23; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


MISS. CHEMICAL: S&P Affirms Ratings over Loan Maturity Extension
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings,
including its triple-'C'-plus corporate credit rating, on
Mississippi Chemical Corp., following the extension of the
company's bank facility maturity date.

Standard & Poor's said that at the same time it has removed its
ratings on the Yazoo City, Mississippi-based company from
CreditWatch, where they were placed on September 20, 2002. The
company had about $324 million in total debt outstanding as of
June 30, 2002. The current outlook is negative.

"The affirmation follows the announcement that Mississippi
Chemical and its bank group have agreed to extend the maturity
date of the company's bank credit facility to November 2003,"
said Standard & Poor's credit analyst Peter Kelly. "This
extension reduces the immediate refinancing risk facing the
company--the bank facility currently matures in November 2002--
and increases the likelihood that the company will make its
upcoming November 15 bond coupon payment." As part of the
agreement with the banks, the credit facility will be reduced to
$165 million from $200 million. Still, the ratings incorporate
Standard & Poor's recognition of the deterioration in the
company's credit profile resulting from a sizable debt burden
and disappointing operating results.

Mississippi Chemical is a mid-size nitrogen producer with some
diversification in phosphates and potash. The company's market
positions are primarily in the southern U.S.


MORTON HOLDINGS: Signs-Up Saul Ewing as Bankruptcy Co-Counsel
-------------------------------------------------------------
Morton Holdings LLC and its debtor-affiliates want to retain
Saul Ewing LLP as co-counsel in connection with their chapter 11
cases.  The Debtors tell the U.S. Bankruptcy Court for the
District of Delaware that it is essential to employ Saul Ewing
together with Jenner & Block LLC as their bankruptcy counsel to
perform the legal services necessary in these cases.

As Counsel, the Debtors anticipate Saul Ewing will

  a) advise the Debtors of their rights, powers and duties as
     debtors and debtors-in-possession;

  b) advise the Debtors concerning, and assisting in the
     negotiation and documentation of, financing agreement, debt
     restructurings, cash collateral arrangements and related
     transactions;

  c) review the nature and validity of liens asserted against
     the property of the Debtors and advising the Debtors
     concerning the enforceability of such liens;

  d) prepare on behalf of the Debtors all necessary and
     appropriate application, motions, pleadings, draft orders,
     noticed, schedules, and other documents, and reviewing all
     financial and other reports to be filed in these chapter 11
     cases;

  e) advise the Debtors concerning, and preparing responses to,
     application, motions, pleadings, notices and other papers
     that may be filed and served in these chapter 11 cases;

  f) counsel the Debtors in connection with the consummation of
     their plan of reorganization and related documents; and

  h) perform all other legal services for and on behalf of the
     Debtors that may be necessary or appropriate in the
     administration of these cases and the reorganization of the
     Debtors' businesses.

The attorneys and paralegals presently designated to represent
the Debtors and their standard hourly rates are:

     Norman L. Pernick   Partner                $450 per hour
     J. Kate Stickled    Partner                $345 per hour
     Jeremy W. Ryan      Associate              $250 per hour
     Annmarie Anderson   Paralegal              $130 per hour
     Veronica Parker     Case Management Clerk  $ 40 per hour

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: DeVaughn Searson Resigns as Chief Financial Officer
------------------------------------------------------------
MTS, Incorporated, dba Tower Records, announced that the
Company's Chief Financial Officer, DeVaughn Searson, will resign
from the Company effective November 11, 2002.

Searson, 58, who successfully steered the Company through a
highly complex Restructuring Plan, which included the sale of
its Japanese operations and the refinancing of its credit
facility, commented on his decision, "I have been with Tower for
just over fourteen years, and feel the time has come for me to
move on.  I'm looking forward to really enjoying some leisure
time and I leave confident that the work my finance team has
undertaken has significantly strengthened the company's balance
sheet."

Tower Records' President, Michael Solomon, said, "Although we
are saddened by Dee's departure, we very much respect his
decision.  Given the challenges of retail and the industry in
general, Dee's achievements on behalf of the company have been
nothing short of remarkable."

In addition, Sue Atkins, Managing Director at JP Morgan Chase,
commented, "Dee's tireless efforts throughout Tower's
restructuring process were appreciated by the entire syndicate
of lenders.  He is a consummate professional and a pleasure to
work with."

Tower Records named Jim Bain, 42, as Senior Vice President of
Finance and Chief Financial Officer.  Previously Corporate
Treasurer at Tower Records, Bain has worked extensively in the
field of finance.  Prior to joining Tower, he held the position
of Chief Financial Officer of a Northern California software
firm and has over fifteen years of experience in the banking
industry.  As Senior Vice President of Finance and CFO, Bain's
key responsibilities will focus on enhancing cash flow and
profitability.

Of the new appointment, President, Michael Solomon, said, "Jim
has played a vital role as a leading member of the finance team.  
With his strong financial expertise and business judgment he is
poised to shape the ongoing efforts to strengthen the company's
financial position."

The company also appointed Becky Roedell, 35, to Vice President
of Finance.  Formerly Senior Audit Manager at KPMG, Roedell
comes to Tower Records with over 11 years of experience in
corporate finance including public accounting.  Of the new
appointment, CFO, Jim Bain said, "We are pleased to welcome
Becky to Tower.  With her financial skills and knowledge of
retail, she will provide an excellent complement to the existing
financial team."

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 56 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.


NASH FINCH: Delayed Results Spur S&P to Keep Watch on BB Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its double-'B'
corporate credit rating on Nash Finch Co., on CreditWatch with
negative implications. Approximately $415 million of rated debt
is affected by this action.

"The CreditWatch listing reflects Nash Finch's announcement that
it has postponed releasing its third quarter results because it
is reviewing certain practices and procedures related to
promotional allowances from vendors that reduce cost of goods
sold," said Standard & Poor's credit analyst Patrick Jeffrey. On
October 30, 2002, Nash Finch announced that it postponed the
earnings release until November 18, 2002. The SEC has also begun
an informal inquiry into the matter. Nash Finch has stated that
it does not know what effect, if any, the review will have on
its previously reported financial results, but it will be unable
to comment further until an appropriate time.

Standard & Poor's will meet with management to review the impact
of these issues on Nash Finch's existing debt ratings.


NATIONAL STEEL: Has Until May 6 to Make Lease-Related Decisions
---------------------------------------------------------------
National Steel Corporation and its debtor-affiliates sought and
obtained a Court order extending their deadline to make
decisions about whether to assume, assume and assign, or reject
unexpired non-residential real property leases through May 6,
2002.

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


OWENS CORNING: Signs-Up Crawford & Winiarski to Replace Andersen
----------------------------------------------------------------
Maria Aprile Sawczuk, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, reminds the Court that as of the end of June 2002,
Owens Corning and its debtor-affiliates had substantially ceased
utilizing the services of Arthur Andersen.  Because of this, the
Debtors retained other professionals to do the work that Arthur
Andersen was previously engaged to do.

By this application, the Debtors seek the Court's authority to
employ and retain Crawford & Winiarski to perform certain
services for the Debtors that were previously performed by
Arthur Andersen.

Ms. Sawczuk relates that the Debtors have selected Crawford
Financial Consulting LLC, doing business as Crawford &
Winiarski, to assist in the analysis of:

-- executory contracts;

-- claims and claims reconciliation as related to asbestos
   matters;

-- preferential payments as related to asbestos matters; and

-- provide expert testimony on asbestos matters as required.

Some of Crawford & Winiarski's professionals were associated
with Arthur Andersen.  Thus, the retention of Crawford &
Winiarski only serves to provide the continuity of the services.

Crawford & Winiarski will charge the Debtors for its services in
accordance with the firm's ordinary and customary hourly rates.
The firm's current hourly rates are:

             Billing Category            Hourly Rate
             -------------------         -----------
             Members                       $350
             Directors                      290
             Senior Consultants             225
             Staff Consultants              140 - 165

The professionals at Crawford & Winiarski who hold primary
responsibility for the Debtors' engagement are:

       Name                    Designation      Hourly Rate
       ----------              -----------      -----------
       Robert J. Winiarski       Member            $350
       Rodney L. Crawford        Member             350
       Natalie Vandenburgh       Director           290

Ms. Sawczuk relates that since Crawford & Winiarski began
performing essential and time-critical financial services since
June 13, 2002.  Accordingly, the Debtors ask the Court to
approve the firm's engagement nunc pro tunc to June 13, 2002.  
Ms. Sawczuk explains that the Debtors have been delayed in
seeking approval of Crawford & Winiarski's retention because
their time has been spent reviewing and analyzing the
professional services performed by Arthur Andersen and
coordinating the appropriate replacement entity.

Robert J. Winiarski, a member of Crawford & Winiarski, tells the
Court that in connection with the pending application, the firm
researched its client database to determine whether it had any
relationships with any of the Debtors and related entities, the
Debtors' professionals, the Debtors' prepetition bank group,
banks, lessors, indenture trustee, accountants, underwriters,
professionals, bond holders, insurance carriers, directors and
officers, creditors, and other significant parties-in-interest
involved in these cases.

From that search, Mr. Winiarski says, it can be ascertained that
Crawford & Winiarski does not have any current relationship with
any party-in-interest in the Debtors' cases.  Mr. Winiarski
asserts that Crawford & Winiarski is a disinterested person as
the term is defined in Section 101(14) of the Bankruptcy Code in
that the Firm, its members, directors and consultants:

-- are not creditors, equity security holders or insiders of the
   Debtors;

-- are not and were not investment bankers for any outstanding
   security of the Debtors;

-- have not been, within three years before the date of the
   filing of the Debtors' Chapter 11 petitions:

     * an investment banker for a security of the Debtors, or

     * an attorney for an investment banker in connection
       with the sale or issuance of a security of the Debtors;
       and

-- are not and were not, within two years before the date of the
   filing of the Debtors' Chapter 11 petitions, a director,
   officer or employee of the Debtors or of any investment
   banker. (Owens Corning Bankruptcy News, Issue No. 40;
   Bankruptcy Creditors' Service, Inc., 609/392-0900)   

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


PAC-WEST TELECOMM: Considering Options to Cut Debt Obligations
--------------------------------------------------------------
Pac-West Telecomm, Inc. (Nasdaq: PACW), a provider of integrated
communications services to service providers and business
customers in the western U.S., announced its results for the
third quarter 2002.

Wally Griffin, Pac-West's Chairman and CEO, said, "Just over a
year ago we commenced an operational restructuring plan,
implementing a number of significant revenue improvement and
expense reduction initiatives in reaction to the economic
downturn and an impending telecom industry shake-out.  We have
exited less profitable lines of business, reallocated resources
to focus our small to medium-sized business efforts on
California and Nevada, and increased the penetration of our
service provider business.  I am very pleased to report that a
year later we are on track with the revised plan and the
anticipated improvements are being achieved."

Griffin continues, "In the first nine months of 2002, while
revenues increased 1.8%, we decreased our COGS (cost of goods
sold) expense by 7.1% over the previous nine-month period ended
September 30, 2001 by increasing the efficiency of our network
and renegotiating supplier contracts.  SG&A (sales, general and
administrative) expenses declined by 12.6% over the same periods
by undertaking process improvements and reducing headcount.  As
a result, adjusted EBITDA (earnings before interest, net, income
taxes, depreciation and amortization, restructuring charges,
goodwill impairment, gain on repurchase of bonds and income or
loss on asset dispositions) of $30.5 million for the nine-month
period ended September 30, 2002, increased by 61.4% over
adjusted EBITDA of $18.9 million for the nine-month period ended
September 30, 2001. In the same period, Net Losses decreased to
$1.1 million for the nine-month period ended September 30, 2002,
from $30.9 million for the nine-month period ended September 30,
2001."

Hank Carabelli, Pac-West's President and COO, commented, "All of
this has been accomplished while growing our business and
improving our customer service.  Comparing the third quarter of
2002 with the third quarter of 2001, we have increased our lines
in service by 33.7%, grown the minutes of traffic across our
network by 27.6%, decreased total reported trouble tickets by
10.1%, and improved trouble ticket resolution times by 69.2%."

Carabelli continues, "Our performance in the third quarter of
2002 is further evidence of the success of the initiatives we
launched just over a year ago.  Growth in lines in service and
minutes of use across our network are offsetting anticipated
price declines.  New Interconnection Agreements, which are
anticipated to be completed shortly, should provide increased
pricing certainty for our service provider business.  Solid
growth in our SME business, along with other revenue
opportunities under development, are growing and diversifying
our revenue streams.  We are building a stronger, more
efficient, more reliable, and more customer focused company,
with the people, network, and momentum to take us forward in
each of these areas."

Ravi Brar, Pac-West's CFO, commented, "This year we took steps
to significantly de-leverage our balance sheet.  Looking ahead,
we must continue to reduce the amount of debt in our capital
structure.  In addition, as reciprocal compensation revenues
decline as a percentage of total revenues, it is imperative that
we continue to find ways to trim expenses from our business.  To
that end, tomorrow we expect to initiate a cash tender offer and
related consent solicitation to our bondholders to repurchase
some or all of our remaining outstanding Senior Notes.  
Retirement of these notes will reduce our annual interest
expense and accelerate our attainment of free cash flow."

                         Lines in Service

Total DS-0 equivalent lines in service, which include SP and SME
DS-0 line equivalents, were 324,100 at the end of the third
quarter of 2002, a 1.3% sequential increase from 320,042 lines
at the end of the second quarter of 2002, and a 33.7% increase
from 242,451 lines at the end of the third quarter of 2001.  
Year-to-date, 88,856 net lines in service have been added.

SP DS-0 equivalent lines were 272,950 at the end of the third
quarter of 2002, a 0.4% sequential increase from 271,802 lines
at the end of the second quarter of 2002, and a 34.6% increase
from 202,801 lines at the end of the third quarter of 2001.

SME DS-0 equivalent lines were 51,150 in the third quarter of
2002, a 6.0% sequential increase from 48,240 lines at the end of
the second quarter of 2002, and a 29.0% increase from 39,650
lines at the end of the third quarter of 2001.

                            Revenues

Pac-West's total revenues for the third quarter 2002 were $34.2
million, an 11.2% decrease from revenues of $38.5 million in the
second quarter of 2002, and a 3.7% decrease from revenues of
$35.5 million in the third quarter of 2001. On May 16, 2002, the
CPUC implemented a UNE (Unbundled Network Element) pricing
structure for local traffic in California, which is tied to the
reciprocal compensation rate under our current Interconnection
Agreements.  This resulted in an approximate $6.0 million
reduction in third quarter revenues recognized by Pac-West.

Pac-West is currently in active parallel ICA negotiations and
arbitration proceedings with SBC Communications in California,
which will determine a number of revenue and cost elements,
including reciprocal compensation rates for local traffic. Pac-
West is also involved with arbitration of an ICA with Verizon
Communications. These agreements are anticipated to be
implemented within six months.

DSO (days sales outstanding) increased to 39 days at the end of
the end of the third quarter of 2002 from 34 days at the end of
the second quarter of 2002, but improved from 50 days at the end
of the third quarter of 2001.

                             Expenses

Operating expenses decreased to $12.5 million in the third
quarter of 2002, a 10.7% reduction from $14.0 million in the
second quarter of 2002, and a 24.2% decrease from $16.5 million
in the third quarter of 2001.  SG&A expenses decreased to $14.6
million in the third quarter of 2002, a 9.9% decrease from $16.2
million in the second quarter of 2002, and 11.5% decrease from
$16.5 million in the third quarter of 2001.

                              EBITDA

Adjusted EBITDA for the third quarter of 2002 was $7.1 million,
a 14.5% decrease from adjusted EBITDA of $8.3 million for the
second quarter of 2002, and 184.0% increase from $2.5 million in
the third quarter of 2001.

                         Net Income (Loss)

Net income for the third quarter of 2002 was $4.9 million, an
increase from a net loss of $13.4 million for the second quarter
of 2002, and a net loss of $26.8 million for the third quarter
of 2001.

A gain on repurchase of bonds of $14.9 million was recognized in
the third quarter of 2002 relating to open market purchases
undertaken to retire $22.8 million principal amount of Senior
Notes at a significant discount from face value.  This results
in annual interest payment reductions of approximately $3.1
million per year.

                            Liquidity

As of September 30, 2002, the Company had cash, cash equivalents
and short-term investments totaling $50.5 million, a decrease of
$13.9 million from $64.4 million in cash as of June 30, 2002.  
During the third quarter of 2002, cash was utilized to retire
$22.8 million of Senior Notes, make a semi- annual interest
payment of $9.1 million on our Senior Notes, as well as to fund
capital expenditures and business operations.

On November 12, 2002, the Company expects to initiate an
invitation to bondholders to offer to the Company, for cash, up
to $106.5 million in principal amount of its Senior Notes.  In
connection with the invitation to offer notes, the Company is
also conducting a consent solicitation to amend the indenture
relating to the Senior Notes.  The proposed amendments would,
among other things, substantially remove all of the restrictive
covenants as well as certain events of default related to such
covenants.  The Company will continue to review its debt
obligations, including any Senior Notes not purchased pursuant
to this invitation, and consider various alternatives to
continue to reduce such obligations.

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


PLANETRX.COM: Appoints Steven Burleson as CEO and Director
----------------------------------------------------------
PlanetRx.com, Inc. (OTC: PLRX), a development stage company
which plans to enter the financial services market through a
series of acquisitions, announced that Steven A. Burleson has
joined the company as its Chief Executive Officer and Director.  
Mr. Burleson previously held senior executive management
positions with several national stock exchange listed companies
including WESCO International (NYSE: WCC) where he successfully
consummated dozens of acquisition transactions representing
billions of dollars in incremental revenue.  With over 15 years
of public company, SEC reporting, and M&A experience, Mr.
Burleson has evaluated hundreds of acquisition deals, and in
addition to his extensive operating background, gained
formidable finance and accounting experience with Price-
Waterhouse.

"We're extremely pleased that an executive with such extensive
acquisition experience is joining our team," said Paul Danner,
Chairman of the Board.  "As we move towards executing the first
phase of our business plan to acquire privately held mortgage
origination firms, Steve's depth of knowledge and acute acumen
in structuring deals, shaping post-merger operations
integration, attracting private equity investments, and
completing public securities offerings will prove to be
invaluable."

"I'm looking forward with great anticipation to assembling a
talented and highly motivated management team over the next few
months," said Steve Burleson. "The structural foundation is
almost complete, so the company is now poised to move forward in
its initial strategy to acquire a number of privately held
mortgage origination firms.  The residential mortgage business
in the United States is a massive industry -- roughly two
trillion dollars in 2002, plus it's profitable and highly
fragmented.  A significant business opportunity certainly
exists; now it's really a matter of superior execution, and I
think we have a plan and the people to make it work."

PlanetRx.com, Inc., formerly a leading Internet healthcare
destination that recently merged with Paragon Homefunding, Inc.,
a development stage company, plans to enter the financial
services market through a series of acquisitions.

As previously disclosed, PlanetRx closed its online health care
store in March 2001 and shortly thereafter began preparing a
plan of liquidation and dissolution.  In an effort to realize as
much value as possible for its stockholders, PlanetRx has
explored and evaluated various strategic options, including a
possible merger or sale, while taking steps to monetize its
assets and settle its liabilities in a manner that is consistent
with the consummation of either a merger or sale or its
liquidation and dissolution. These steps have included the sale
of assets such as equipment, inventory, facilities, domain names
and other intellectual property; the assignment or negotiated
cancellation of leases, secured obligations and other contracts;
the payment or settlement of other liabilities and obligations;
and the reduction of personnel to only three key managers.  This
process is substantially complete.  

As of December 31, 2001, PlanetRx's total assets and total
liabilities had been reduced to $477,000 and $224,000,
respectively. Pending the merger with Paragon, PlanetRx intends
to continue to monetize its assets and, to the extent possible,
use the proceeds from such sales and available cash to pay its
remaining liabilities and obligations.  The few assets remaining
to be sold consist primarily of internet domain names that are
listed for sale on the http://www.AllNetCommerce.comWeb site.


QUANTUM CORP: S&P Ratchets Corporate Credit Rating Down a Notch
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on data protection company Quantum Corp., to double-'B'-
minus from double-'B' and its subordinated debt rating to
single-'B' from single-'B'-plus.

At the same time, Standard & Poor's removed the ratings from
CreditWatch where they had been placed on August 26, 2002. The
outlook is stable. Milpitas, California-based Quantum Corp is a
leading designer and manufacturer of tape-based storage drives
and systems as well as tape media. The company owns intellectual
property behind the DLT (Digital Linear Technology) and SuperDLT
tape formats, one of the leading storage tape formats.

"The downgrade reflects deterioration in profitability over
multiple quarters. EBITDA has fallen to between a loss of $10
million and slightly positive in each of the three quarters
ending September 30, 2002, from a high of $113 million in
quarter ended March 31, 2001," stated Standard & Poor's credit
analyst Joshua Davis.

The broad recession in enterprise IT investing continues to put
pressure on the volumes of tape drives and systems shipped.
Tape-drive purchases are tied to shipments of mid-to-high end
servers, which have also experienced precipitous declines.
Losses in Quantum's drive and tape automation businesses are
partially offset by revenues from tape media and royalties,
which run $90-$100 million per quarter and which are highly
profitable. Despite media contributions, overall profitability,
cash-flow generation and debt protection measures have not
remained at levels consistent with the rating.

Quantum is taking steps to offset declining profitability
including selling manufacturing assets and outsourcing drive
manufacturing, reducing other operating expenses, and divesting
its unprofitable network-attached storage business. These
actions are expected to reduce breakeven quarterly revenue
levels to $230 million from $300 million currently. Standard &
Poor's views these actions positively. Still, recovery to
historical profitability levels will require an improvement in
the IT spending environment to more normalized rates. Standard &
Poor's believes that Quantum's competitive position remains
strong and that the launch of a number of new products, some in
new market segments, including disk-based backup, positions the
company well to benefit from a recovery in IT spending. Since
disk-based storage may take an increasing share of the backup
storage market, new products in this area are key to future
growth, especially in light of the disposal of the network-
attached storage unit.

The rating is also supported by Quantum's cash balances, which
were $308 million versus $291 million of funded debt as of Sept.
29, 2002. A portion of the funded debt, $96 million of Quantum's
$287 million of outstanding convertible bonds, is offset by a
receivable from Maxtor Corp., which bought Quantum's hard disk
drive business in 2001. Maxtor is required to service the
interest and, at maturity, the principal on its portion of the
bonds. In the event of non-payment Quantum is the ultimate
obligor. The convertible bonds mature in August of 2004.

The stable outlook incorporates Standard & Poor's expectation
that recent acquisition and restructuring actions will
contribute to steady profitability improvements over the next
year.


QWEST: Applauds Colorado Court's Ruling against Milberg's Motion
----------------------------------------------------------------
Qwest Communications International Inc., (NYSE: Q) issued the
following statement regarding a ruling in Colorado U.S. District
Court which denied a motion filed by Milberg Weiss Bershad Hynes
& Lerach LLP to block the sale of Qwest's directory publishing
unit, QwestDex, or to hold the sales proceeds exclusively for
the benefit of Milberg Weiss' clients.

Qwest Chairman and CEO Richard C. Notebaert said: "As we have
said all along, we believed the motion was completely without
merit, and we're pleased the court agreed and ruled in our
favor.

"Now, we can continue providing our customers with what they
want and need in the 'Spirit of Service.'"

Qwest Communications International Inc., (NYSE: Q) is a leading
provider of voice, video and data services to more than 25
million customers.  The company's 53,000-plus employees are
committed to the "Spirit of Service" and providing world-class
services that exceed customers' expectations for quality, value
and reliability.  For more information, please visit the Qwest
Web site at http://www.qwest.com

Qwest Communications' 7.50% bonds due 2008 (QUS08USR4),
DebtTraders says, are trading at 58.5 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=QUS08USR4for  
real-time bond pricing.


QWEST COMMS: Closes First Phase of the QwestDex Sale for $2.75MM
----------------------------------------------------------------
Qwest Communications International Inc., (NYSE: Q) has closed
the first phase of the sale of its directory services, known as
QwestDex, to an entity owned by the private equity firms of The
Carlyle Group and Welsh, Carson, Anderson & Stowe.  The company
received approximately $2.75 billion in cash at the closing.  
The first phase includes the directories operations and
approximately 1,380 QwestDex employees supporting the states of
Colorado, Iowa, Minnesota, Nebraska, New Mexico, North Dakota
and South Dakota.  Qwest plans to use a portion of the proceeds
from this first stage of the sale to pay down its existing
credit facility to $2.0 billion.

The purchaser of the business, known as Dex Media, Inc., will
continue to run the operations of the directories in the seven
related states.  The current management team of QwestDex will
become employees of Qwest and Dex Media so they can manage the
remaining Western operations of QwestDex as well as those of Dex
Media.  Both companies will use the QwestDex brand name in their
communications.

"We are pleased with the closing of the first phase of the
QwestDex sale," said Richard C. Notebaert, Qwest chairman and
CEO.  "We look forward to working with our new partners at The
Carlyle Group and Welsh, Carson, Anderson & Stowe.  As we've
said before, this is an important step to improve our balance
sheet.  I'd like to extend my personal thanks to our employees,
partners and regulators who worked overtime to make this effort
a success."

Qwest remains on track to complete the second phase of the
QwestDex sale, which is subject to customary closing conditions
including applicable regulatory approvals, in 2003.  The second
phase, which includes the states of Arizona, Idaho, Montana,
Oregon, Utah, Washington and Wyoming, is for $4.30 billion.  
Upon completion of the second stage of the QwestDex sale, Dex
Media will manage all of the QwestDex directories and continue
to provide world-class services to consumers and businesses.

"We're pleased that our successful bank and bond financings
enabled us to move forward with this first phase of the
agreement," said James A. Attwood, Jr., managing director, The
Carlyle Group.  "We believe Dex Media will continue to operate
successfully during this transition period and will continue to
provide valuable services to advertisers and consumers."

"We're grateful to the many people who worked diligently to
allow us to close this first stage of our transaction in a
timely manner," said Anthony J. deNicola, managing director,
Welsh, Carson, Anderson & Stowe.  "We're confident that we'll
have the same success in 2003 for the second phase closing and
that Dex Media will continue to provide outstanding service to
advertisers and consumers in the 14 states in which it
operates."

O'Melveny & Myers LLP acted as legal advisor to Qwest and Lehman
Brothers acted as financial advisor and delivered a fairness
opinion to Qwest.  In addition, Merrill Lynch delivered a
fairness opinion to Qwest.

Qwest Communications International Inc., (NYSE: Q) is a leading
provider of voice, video and data services to more than 25
million customers.  The company's 53,000-plus employees are
committed to the "Spirit of Service" and providing world-class
services that exceed customers' expectations for quality, value
and reliability.  For more information, please visit the Qwest
Web site at http://www.qwest.com


REPTRON ELECTRONICS: Operating Losses Spur S&P to Lower Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on electronics manufacturing supply chain services
company Reptron Electronics Inc., to single-'B'-minus from
single-'B' and its subordinated note rating on the company to
triple-'C'- from triple-'C'-plus. The rating action is based on
a prolonged period of operating losses and unfavorable prospects
for improvement in marginal credit measures in the near term.

The outlook is negative. Tampa, Florida-based Reptron had total
debt of about $81 million as of September 30, 2002.

"Difficult market conditions have kept sales at depressed levels
particularly Reptron's distribution business. Due to a difficult
business environment, operating performance has been subpar over
the past year," said Standard & Poor's credit analyst Andrew
Watt. "For the nine months ended September 30, 2002, the company
posted an operating loss of nearly $5 million on revenues of
about $243 million. We believe the business environment in both
of Reptron's major lines of business will remain challenging
over the near term."

Reptron competes with larger companies in the consolidating
contract manufacturing and electronics component distribution
industries. Consequently, management is placing greater focus on
its electronic manufacturing services operations, which comprise
just over one-half of revenue. These operations are focused on
low- to mid-volume complex assembly business. Restructuring
actions are likely in the near term as management seeks to
improve financial performance.

The ratings are likely to be lowered in the near term unless
operating performance and credit measures materially improve in
the near term.


RFS ECUSTA: Wants to Use Transamerica's Cash Collateral
-------------------------------------------------------
RFS Ecusta Inc., and RFS US Inc., ask for the U.S. Bankruptcy
Court for the District of Delaware's approval to use
Transamerica Business Capital Corporation's cash collateral
throughout the duration of the company's chapter 11 cases.

The Debtors disclose that as of the Petition Date, the Debtors
owed approximately $5.7 million under the Prepetition Credit
Agreement to Transamerica.  The Debtors submit that the
Prepetition Loan is secured by substantially all of the assets
of the Debtors.

The Debtors tell the Court that they need continued access to
their Lender's Cash Collateral in order to effectively and
efficiently operate what remains of their business.  The Debtors
will rely on Cash Collateral financing to fund their future
expenses.  

Specifically, the Debtors have certain recurring obligations
relating to the operation and maintenance of their business and
assets, including:

     (1) employee wages, salaries, and health benefit claims;

     (2) the costs and expenses related to any sales of finished
         goods;

     (3) facility security costs,

     (4) environmental protection costs, and

     (5) general and administrative overhead expenses.

The Debtors agree to limit use of the lenders' cash collateral
through the end of November in accordance with this Budget:

                                    Week Ending
                            2-Nov      9-Nov     16-Nov
                            -----     ------     ------
     Cash Flows In         1,239        597        504
     Cash Flows Out          247        532        661
     Net Cash Flows          992         66       (157)
     TransAmerica          2,189      2,124      2,281
        Revolver
     TransAmerica          2,596      2,596      2,596
        Term
                           23-Nov     30-Nov
                           ------     ------   
     Cash Flows In           588        677
     Cash Flows Out          566        539
     Net Cash Flows           32        138
     TransAmerica          2,249      2,111
        Revolver
     TransAmerica          2,596      2,596
        Term
     
If the Debtors are not permitted to use Lender's Cash
Collateral, the value of their assets will be irreparably
impaired to the detriment of their estates, their creditors, and
other parties-in-interest.

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.


ROHN INDUSTRIES: Lenders Agree to Forbear Further Until Jan. 31
---------------------------------------------------------------
ROHN Industries (Nasdaq: ROHN), a provider of infrastructure
equipment for the telecommunications industry, announced
financial results for the third quarter ended September 30,
2002.

Net sales for the third quarter were $25.8 million, a 52%
decrease compared to $53.4 million for the same quarter a year
ago.  The Company's net earnings for the third quarter of 2002
were a loss of $4.0 million, compared to net income of $1.1
million for the third quarter of 2001.

The Company's gross margin continued to erode in the third
quarter as a result of price discounts issued in response to
pricing pressures in the marketplace, increases in the cost of
raw materials, unabsorbed overhead in the plants caused by the
continued reductions in sales volumes and additional charges for
the internal flange pole testing and repair process.

In addition, the Company is experiencing significant liquidity
and cash flow issues which have made it difficult for the
Company to meet its obligations to its trade creditors in a
timely fashion.  The Company expects to continue to experience
difficulty in meeting its future financial obligations.

For the first nine months net sales were $87.0 million compared
to $197.2 million for the same period in 2001, a 56% decrease.  
Net Income for the period is a loss of $8.8 million, or $(0.21)
per basic and diluted share, a decrease of $18.0 million from
the net income of $9.2 million, or $0.20 per basic and diluted
share.  The loss for 2002 includes $2.3 and $.5 million in
nonrecurring charges, net of tax benefit, or $.07 per basic and
diluted share, related to the internal flange pole testing and
repair project and the restructuring of the Company's Mexico
operations, respectively.  The loss also includes $1.0 million,
net of tax benefit, or $0.02 per basic and diluted share, for
incremental accrued bad debt expense.  The incremental reserve
was for specific accounts, both domestic and international, that
the Company determined during the third quarter were less likely
to be collected.  The Company is pursuing legal action against
the accounts but believes that the net value to be realized from
the accounts, even if collected, is less than it was at the end
of the second quarter.  Net Income in 2001 included an
extraordinary charge of $1.3 million net of tax benefit, or
$0.03 per basic and diluted share, for the early extinguishment
of debt.

At September 30, 2002, the Company's balance sheet shows a
working capital deficit of about $1 million.

The Company maintains a defined benefit pension plan for its
non-bargaining unit employees at its Peoria and Frankfort
facilities.  On November 1, 2002, the Company received a report
from the plan actuaries for the pension plan for the plan year
ended September 30, 2002.  This report stated that due to the
continued poor performance of the equity markets and reductions
in the discount rate used in determining the actuarial present
value of accumulated benefit obligations, the Company will be
required to record an additional liability of approximately $2.2
million at December 31, 2002.  This will result in a non cash
charge to accumulated other comprehensive loss (a component of
stockholders' equity) of approximately $1.4 million after-tax,
or approximately $.03 per basic and diluted share. Additionally,
the Company will be required to make pension plan installment
contributions totaling $0.5 million to the pension plan for the
year ending September 30, 2003. Approximately $350,000 of this
amount will be contributed in four equal installments in 2003
with the balance due in June, 2004.

As previously disclosed, on July 1, 2002 the Company announced
that it had engaged Peter J. Solomon Limited to assist the
Company in exploring strategic alternatives for the Company,
including a possible sale, merger, other business combination or
restructuring involving the Company.  This process continues
and, as the Company has stated previously, information on the
process will be provided as events warrant. The strategic
alternatives being considered by the Company may result in the
termination of the pension plan for its non-bargaining unit
Employees.  The Company's pension plan actuaries have determined
that if this plan is terminated the Company would be required to
make an additional cash contribution to the plan totaling
approximately $4.5 million at the time of the termination of the
plan based upon the fair market value of the plan assets and
interest rates in effect on September 30, 2002.

The Company has entered into an agreement to sell the real
estate, improvements and equipment located at its facility in
Casa Grande, Arizona where it had previously manufactured
equipment enclosures.  The Company anticipates that the closing
on this sale will take place prior to December 31, 2002.  The
sale transaction is, however, subject to normal inspection and
other conditions to closing.  This sale will result in an
estimated pretax loss of approximately $4.2 Million, or $.10 per
basic and diluted share.

On November 7, 2002, the Company entered into an amendment to
its credit and forbearance agreements with its bank lenders.  
The amendment to the credit agreement, among other things,
further limits the Company's borrowing capacity by modifying the
definition of the borrowing base to decrease the amount of
inventory included in the borrowing base.  Additionally, the
amendment modifies the definition of the borrowing base to
provide additional borrowing capacity of varying amounts during
this period.  The amendments also provide for a series of
reductions in the Company's revolving credit facility that
reduce the availability under that facility from $23 million
currently to $16 million on and after December 31, 2002.  In
addition, the amendment also provides for additional term loan
payments through January 1, 2003. Furthermore, the amendment
provides for additional bank fees, some of which will be waived
if the Company achieves a significant reduction in the aggregate
loan balance at December 31, 2002.  Finally, the current
amendment also includes covenants measuring revenues, cash
collections and cash disbursements.  Under the amendment to the
forbearance agreement, the bank lenders have agreed to extend
until January 31, 2003 the period during which they will forbear
from enforcing any remedies under the credit agreement arising
from ROHN's breach of financial covenants contained in the
credit agreement except for the covenants added to the credit
agreement as a result of this new amendment.  If these financial
covenants and related provisions of the credit agreement are not
amended by January 31, 2003, and the bank lenders do not waive
any defaults by that date, the bank lenders will be able to
exercise any and all remedies they may have in the event of a
default.

The Company continues to experience difficulty in obtaining
bonds required to secure a portion of anticipated new contracts.  
These difficulties are attributable to the Company's continued
financial problems and an overall tightening of requirements in
the bonding marketplace.  The Company intends to continue to
work with its current bonding company to resolve its concerns
and to explore other opportunities for bonding.

On September 30, 2002 the Company announced that Brian B.
Pemberton, President and CEO, had advised the Board of Directors
of his intention to retire as an officer and director of the
Company on November 11, 2002, the expiration date of his current
employment agreement with the Company.  The Board appointed
Horace Ward, currently Senior Vice President and Chief Operating
Officer of the Company, to succeed Mr. Pemberton as President
and Chief Executive Officer effective November 12, 2002.  Mr.
Ward will also fill the vacancy on the Company's Board of
Directors created by the retirement of Mr. Pemberton.

On October 8, 2002 the Company announced that its common stock
would cease trading on the Nasdaq National Market and would
commence trading on the Nasdaq SmallCap Market on October 14,
2002. As planned, on Monday October 14 the Company's common
stock began trading on the Nasdaq SmallCap Market. In addition,
the Company announced that it would no longer hold conference
calls with investors and others in connection with the release
of its quarterly annual financial results.

On October 16, 2002, the Company announced that it will close
its manufacturing facility in Bessemer, Alabama and exit the
equipment enclosure business.  The Company estimates this action
will result in a pre-tax charge of $10 to $12 million.  The
Company anticipates that the plant closure will be completed by
December 31, 2002.

ROHN Industries, Inc., is a manufacturer and installer of
telecommunications infrastructure equipment for the wireless
industry. Its products are used in cellular, PCS, radio and
television broadcast markets. The company's products and
services include towers, design and construction, poles and
antennae mounts. ROHN has ongoing manufacturing locations in
Peoria, Illinois and Frankfort, Indiana along with a sales
office in Mexico City, Mexico.


SEITEL INC: Third Quarter Results Show Improved Performance
-----------------------------------------------------------
Seitel, Inc., (NYSE: SEI; Toronto: OSL) reported that its third
quarter 2002 revenues increased 101% to $50.6 million, compared
to $25.2 million in last year's third quarter.  Net income
increased to $3.2 million, compared to a net loss of $12.4
million in the third quarter of 2001.  

Third quarter of 2002 net income included an aggregate of $3.3
million of unusual charges, net of tax, primarily consisting of
(i) $1.5 million related to the discontinued operations of DDD
Energy, Inc. and (ii) $2.3 million of unusual professional fees,
partially offset by income related to other unusual items.  
Results for the third quarter of 2001 included an aggregate of
$14.9 million of unusual charges, net of tax, primarily
consisting of $14.6 million related to the discontinued
operations of DDD Energy, Inc.

For the nine months ended September 30, 2002, revenues increased
50% to $120.2 million from $80.1 million in last year's nine-
month period.  The Company reported a net loss of $94.0 million
for the nine month period ended September 30, 2002, compared to
a net loss of $11.6 million for the nine months ended September
30, 2001.  The net loss for the nine months ended September 30,
2002 included an aggregate of $97.9 million of unusual charges,
net of tax, primarily consisting of (i) $60.2 million related to
discontinued operations, (ii) $16.7 million related to the
impairment of seismic data, (iii) $11.2 million related to the
cumulative effect of a change in accounting principle related to
amortization of the Company's seismic data, (iv) $5.7 million
related to the allowance for the recovery of former executives'
advances and receivables and Company funds improperly converted
for the personal benefit of former executives and (v) $3.5
million of unusual professional fees.  Results for the nine
months ended September 30, 2001 included an aggregate of $17.8
million of unusual charges, net of tax, primarily consisting of
(i) $17.1 million related to discontinued operations and (ii)
$0.7 million related to Company funds improperly converted for
the personal benefit of former executives.

The increase in revenue in the third quarter of 2002 was
primarily due to (i) an increase in new licensing agreements for
cash, (ii) an increase in selections of specific data on
contracts whose revenue was initially deferred and (iii) a
decrease in the deferral of revenue on new licenses of existing
data from the Company's data library, partially offset by a
decrease in non- cash new licensing agreements.  The increase in
revenue for the nine months ended September 30, 2002 was
primarily due to (i) an increase in selections of specific data
on contracts whose revenue was initially deferred and (ii) a
decrease in the deferral of revenue on new licenses of existing
data from the Company's data library, partially offset by a
decrease in non-cash new licensing agreements.

Fred Zeidman, Chairman and acting Chief Executive Officer of
Seitel stated, "We are extremely pleased with the results for
this past quarter. This is the first quarter in which the
effects of a number of our newly implemented plans and structure
begin to show.  We are making steady progress to properly
position Seitel for the future.  While there are a number of
steps that still need to be taken, we are fortunate that the key
seismic technical and marketing staff that has been with the
Company for the past several years, both in the U.S. and Canada,
remains intact and capable of maintaining the high quality and
integrity of our seismic data base and service our many clients
in the oil and gas industry.  Our team of managers has done a
remarkable job this past quarter with respect to the operations
of the Company during an otherwise difficult period in the
industry and for the Company."

As previously announced, on October 15, 2002, the Company
extended the standstill agreement with its Senior Noteholders
until December 2, 2002. Seitel is in compliance with all
conditions and milestones of that agreement and is current on
the payment of all interest and principal to the Noteholders.  
Although there can be no assurances that the Company will be
able to reach an agreement with the Noteholders to restructure
its debt, the Company continues to have a constructive and
positive dialog with the Noteholders.

In October 2002, in response to the Company's submission of a
business plan outlining certain goals and initiatives, the New
York Stock Exchange notified the Company of the NYSE's
acceptance of the business plan and its intent to continue
listing the Company's stock despite having fallen below NYSE
continued listing standards.  Consistent with its practice, the
NYSE also informed the Company of its intention to perform
quarterly reviews for compliance with the goals and initiatives
outlined in the Company's business plan.  Failure to achieve any
financial or operational goal could result in the Company being
subject to NYSE trading suspension.  The Company must also
achieve a $1.00 average share price over a thirty trading-day
period by January 24, 2003 to avoid being suspended by the NYSE
and a possible delisting of its stock.

Seitel markets its proprietary seismic information/technology to
more than 400 petroleum companies, licensing data from its
library and creating new seismic surveys under multi-client
projects.


STEERS: S&P Cuts Rating on Ford-Related STEERS to BB+
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on STEERS
Credit-Backed Trust Series 2002-3F.

The lowered rating reflects the lowering of Ford Motor Co.'s
long-term corporate credit, senior unsecured debt, and preferred
stock ratings (and those of its and its related entities).

The synthetic transaction is a swap-dependent synthetic
transaction that is weak-linked to the referenced obligation,
Ford Motor Co. Capital Trust II preferred stock. The lowered
rating reflects the credit quality of the underlying securities
issued by Ford Motor Co.
    
                       RATING LOWERED
   
             STEERS Credit-Backed Trust, Series 2002-3F
              $100 million certificates, Series 2002-3F
   
                                        Rating
            Class                    To         From
            Credit-linked certs      BB+        BBB-


TEAM AMERICA: Reports Continued Improvement in Q3 2002 Results
--------------------------------------------------------------
TEAM America, Inc., (Nasdaq: TMOSE) announced its results for
the third quarter 2002. Net loss was $245,000, compared to a net
loss of $723,000 in 2001. Operating income was $221,000 compared
to an operating loss of $235,000 for the same period in 2001.
Revenues increased to $121.5 million versus $114.3 million.
Gross profit was $5.3 million compared to $5.5 million. For the
period, the Company recorded non-cash preferred stock dividends
of $310,000 versus $288,000 in 2001, contributing to net loss
attributable to common shareholders of $555,000, compared to
$1.0 million in the third quarter of 2001.  Operating expenses
for the quarter were $5.0 million, or 4.15% of revenues,
compared to $5.7 million, or 5.03% of revenues, in 2001.

In commenting on the results, Chairman and CEO, S. Cash
Nickerson, said, "We are extremely pleased with our 2002
quarter-by-quarter improvement as reflected by our earnings
before interest, taxes and depreciation of ($708,000) in the
first quarter to $119,000 in the second quarter to $584,000 in
the third quarter.  We continue to improve and expect to have
net income breakeven in the fourth quarter.  More importantly,
our quarterly revenue and margins continue to improve in a
difficult economy.  We continue to increase margin per worksite
employee and reduce risk per worksite employee. Annualized gross
margin per worksite employee for the period was $1,521 compared
to $1,502 in 2001.  The average manual rate, which is a
reflection of workers' compensation risk, has now dropped from
$2.51 to $2.40. We are continuing to increase margins and reduce
expenses."

Cash on hand at the end of the period was $1.5 million. Year-to-
date net loss was $2.3 million, compared to a net loss of $1.2
million in 2001. Operating loss year-to-date was $1.0 million
compared to a loss of $265,000 for the same period in 2001.
Year-to-date revenues were $359.8 million versus $339.3 million.
Gross profit was $15.1 million compared to $14.8 million for the
same period in 2001. The Company recorded non-cash preferred
stock dividends of $907,000 versus $812,000 in 2001,
contributing to net loss attributable to common shareholders of
$3.2 million, compared to net loss attributable to common
shareholders of $2.0 million for the same period in 2001.
Operating expenses year-to-date were $16.1 million compared to
$15.1 million in 2001.

TEAM America is a pioneer in the Professional Employer
Organization industry and was founded in 1986. With 16 sales and
service offices nationwide, the Company is one of the ten
largest PEOs in the country serving more than 1,500 small
businesses in all 50 states. The Company is engaged in a "build
up" of the consolidating industry and is the leading acquirer of
quality, positive cash flow, independent PEOs in urban markets.
For more information regarding the company,
visit http://www.teamamerica.com
    
As reported in Troubled Company Reporter's October 11, 2002
edition, TEAM America entered into an arrangement with its
principal lenders, which provides, among other things, for a
six-month deferral of principal payments and substantially
relaxed performance covenants. TEAM intends to either refinance
these loans or renegotiate terms with its lenders prior to the
loans' maturity in six months.


TENFOLD: Shares Delisted from Nasdaq SmallCap Effective Nov. 12
---------------------------------------------------------------
TenFold Corporation (Nasdaq: TENF), provider of the Universal
Application(TM) platform for building and implementing
enterprise applications, announced that its common stock was
delisted from the Nasdaq SmallCap Market and would soon trade
under the same symbol on the OTC Bulletin Board.

TenFold's common stock was delisted because the company did not
comply with the minimum bid price and equity requirements for
continued Nasdaq listing in accordance with the NASD Marketplace
Rules.

"This comes as no surprise. We understand why Nasdaq took this
action," said Nancy Harvey, president and CEO of TenFold, "Our
management continues to focus on fundamentals -- serving our
customers, delivering our breakthrough technology, and
rebuilding our business."

TenFold's common stock was delisted from the Nasdaq Small Cap
Market effective at the opening of business, Tuesday, November
12, 2002. TenFold's common stock will trade on the OTC Bulletin
Board under the same trading symbol.

TenFold sells its patented technology for applications
development, the Universal Application(TM), to organizations
that face the daunting task of replacing obsolete applications
or building complex applications systems. Unlike traditional
approaches, where business and technology requirements create
difficult IT bottlenecks, the Universal Application lets a
small, business team design, build, deploy, maintain, and
upgrade new or replacement applications with extraordinary speed
and limited demand on scarce IT resources. For more information,
visit http://www.10fold.com  

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


TIME WARNER: S&P Affirms B Credit Rating & Removes it from Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its single-'B'
corporate credit rating on competitive local exchange carrier
Time Warner Telecom Inc., and removed the rating from
CreditWatch with negative implications.

The rating was originally placed on CreditWatch on September 24,
2002 due to concerns about the company's ability to meet bank
loan covenants in 2003. At September 30, 2002, the Littleton,
Colorado-based company had $1.1 billion of total debt
outstanding. The outlook is negative.

"The affirmation and removal from CreditWatch follows the
company's announced amendments to its bank loan agreement, which
loosens the debt to EBITDA and EBITDA interest coverage
maintenance tests during 2003," said Standard & Poor's credit
analyst Catherine Cosentino. "This provides Time Warner Telecom
additional financial cushion, with the expectation that the
company can meet these revised covenants at the current
operating cash flow run rate of about $40 million per quarter."

Standard & Poor's also said that although Time Warner Telecom
has continued to focus its efforts on growing its corporate
customer base, the company nevertheless continues to rely on
telecommunications carriers for about 39% of its total revenues.
The carrier business will continue to pose a challenge, given
the weak financial profile of many of these companies, although
a portion of the carrier business is related to end-user
customer orders and would therefore likely be recouped if the
primary carrier disconnected service.

Yet, if the company's EBITDA level deteriorates significantly in
2003 due to greater than anticipated losses of carrier business
and/or an acceleration in churn among enterprise customers, it
may be unable to meet the minimum EBITDA interest coverage and
net debt to EBITDA maintenance covenants required under the
revised bank facility.


TITAN INT'L: Weak End Markets Prompt S&P to Hatchet Rating to B-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Titan International Inc., to 'B-' from 'B' due to
depressed conditions in the company's end markets and lack of
visibility on the timing of a return to profitability. The
outlook is stable.

"The ratings reflect Titan's very weak operating results and
subpar credit protection measures, combined with its below-
average business profile as a manufacturer of steel wheels and
tires for off-highway vehicles," said Standard & Poor's credit
analyst Nancy C. Messer. Liquidity, however, remains adequate
for the near term.

Quincy, Illinois-based Titan's below-average business risk
derives from the cyclical, seasonal, and highly competitive
nature of the markets into which its products are sold;
concentration in the company's customer base; and the capital-
intensive nature of the manufacturing process. Although Titan
dominates the domestic market for off-the-road wheels, financial
performance in the past several years has been depressed by the
combination of high costs related to labor issues and the
ongoing economic downturn that has hurt demand for the company's
products.

Titan's sales are derived from three business segments:
agricultural sales contribute about 60% of the total;
environmental/construction, 30%; and consumer, 10%. Agricultural
sales increased for the nine months ended Sept. 30, 2002, due
largely to market share expansion, while the construction and
consumer segments declined. Weak market fundamentals are
expected to depress Titan's financial performance through 2002
and into 2003. Benefiting the company's financials, however, are
the recent resolution of a long and costly labor dispute and
Titan's cost-reduction actions.

The stable outlook reflects Standard & Poor's expectation of
enhanced financial performance from Titan when end market demand
improves. Although uncertainty remains regarding the timing of a
market turnaround, Titan's liquidity is adequate for the near
term.


TRENWICK: S&P Slashes Counterparty Credit Rating to Junk Level
--------------------------------------------------------------
Standard & Poor's lowered its counterparty credit rating on
Trenwick Group Ltd., to 'CCC+' from 'B'. It also said it lowered
its ratings on the company's various operating subsidiaries and
that the ratings remain on CreditWatch negative following the
group's third-quarter net loss of $136.9 million, with $90.7
million of reserve additions and $54.5 million of deferred tax
writedowns.

"With the reserve additions there is a diminished likelihood of
sufficient dividends from the operating companies and, as a
result, more uncertainty surrounding Trenwick's ability to meet
its 2003 debt repayment and debt service requirements," noted
credit analyst Karole Dill Barkley. "Considerable uncertainty
remains about whether banks will renew letters of credit that
allow continued underwriting at Lloyds, as well as the potential
for additional reserve development from the fourth-quarter 2002
reserve study."

The creditors under Trenwick's credit agreement are expected to
decide by November 22, 2002 whether to renew and extend the
group's $230 million letters of credit. If the banks elect not
to renew, or to demand cash collateral, there is substantial
doubt as to Trenwick's ability to continue underwriting at
Lloyds or continue as an ongoing concern. Management has
disclosed that Trenwick and/or one or more of its subsidiaries
may be forced to seek protection from creditors.

The ratings were originally placed on CreditWatch with negative
implications on October 21, 2002.

Standard & Poor's will continue to monitor developments at
Trenwick in the next few weeks, and will review the ratings
following the bank decision whether to extend its letters of
credit at Lloyds, following the completion and Standard & Poor's
review of a third-party reserve study currently underway for all
key operating platforms, and after any other material
developments. At that time, ratings on the entitities could be
affirmed or lowered.


TRM CORP: Working Capital Deficit Balloons to $18 Million
---------------------------------------------------------
TRM Corporation (Nasdaq: TRMM) announced profitable results for
the quarter ended September 30, 2002.  The Company reported net
income of $182,000 for the quarter compared to a net loss of
$1.09 million for the same period in the prior year.  Operating
income on a consolidated basis was $842,000 for the quarter
compared to an operating loss of $643,000 for the same period in
2001.  For the nine-month period ending September 30, 2002, the
Company reported a net loss of $558,000 as compared to a net
loss of $2.26 million for the same period of 2001.

Revenue for the third quarter 2002 grew to $21.7 million, an
increase of $1.9 million (or 9.6%) from third quarter 2001.  
This increase is attributable to substantial growth across the
Company's ATM network that produced revenue of $7.5 million, up
$2.2 million (or 41.9%) from the same period a year prior.
Photocopy revenue of $13.3 million for the quarter resulted in a
decline of $980,000 (or 6.9%) compared to the same period in the
prior year.

At quarter end, the Company's deployed ATM network increased by
864 machines (or 45%) from third quarter 2001, now with 2,803
revenue generating machines installed throughout the United
Kingdom and United States.  Photocopy locations stood at 29,473,
reflecting a decrease of 2,093 locations over the last twelve
months due primarily to the year-end 2001 sale of the Company's
French operations and elimination of low volume locations in
other markets. Improvement also resulted, in part, from the
restructuring of S-3 Corporation, the Company's ATM software
engineering subsidiary.  For the most recent quarter, S-3
reported net income of $199,000 compared to a net loss of
$874,000 for the same period in 2001.

The Company continues to experience multinational expansion in
its ATM operation and remains among the largest independent ATM
networks in the United Kingdom.  Currently employing over 400
people throughout the United States, Canada, and the United
Kingdom, TRM manages over 30,000 locations in deployment,
processing, and maintenance for both ATM and Photocopy services.

TRM Corporation's September 30, 2002 balance sheets show a
working capital deficit of about $18 million, as compared to
about $3 million recorded at December 31, 2001.


TWINLAB CORP: Net Capital Deficiency Tops $5 Million at Sept. 30
----------------------------------------------------------------
Twinlab Corporation (NASDAQ: TWLB) announced its results for the
quarter and nine months ended September 30, 2002.

The Company incurred a net loss of $26.0 million for the third
quarter of 2002, versus a net loss of $1.8 million for the third
quarter of last year. The net loss for the quarter ended
September 30, 2002 includes restructuring and asset impairment
charges of $6.0 million and $6.9 million, respectively, relating
to the previously announced consolidation of the Company's
manufacturing and distribution facilities and also includes an
incremental charge for sales returns and allowances of $8.8
million recorded in connection with a plan to rationalize
product offerings to several key customers. Including this
charge, third quarter net sales were $25.2 million compared to
$54.0 million in the comparable quarter last year.

For the nine months ended September 30, 2002, the Company
incurred a net loss of $25.9 million versus a net loss of $24.7
million for the comparable nine months of 2001. Net sales for
the nine months ended September 30, 2002 were $116.1 million
compared to $155.7 million in the comparable period last year.
The net loss for the nine months ended September 30, 2002
includes restructuring and asset impairment charges totaling
$12.9 million and the incremental charge for sales returns and
allowances of $8.8 million discussed above, offset by a federal
income tax benefit of $6.9 million representing a refund
received by the Company. The net loss for the nine months ended
September 30, 2001 included the loss on disposal of Changes
International of $8.7 million.

The Company has entered into an amendment of its Revolving
Credit Facility which, among other things, reduced the total
facility from $60.0 million to $50.0 million, revised the
financial covenant relating to EBITDA (as defined therein) and
increased the commitment fee on the unused portion of the
facility by 0.125%.

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

Ross Blechman, Twinlab's Chairman, President and Chief Executive
Officer stated, "Sales and operating results have been
negatively impacted by our continued restructuring efforts to
enhance future profitability. We have rationalized our product
offerings to several key retail customers to achieve a targeted,
focused mix resulting in an $8.8 million charge for sales
returns and allowances. In July, we announced a comprehensive
restructuring plan to reduce costs through the consolidation of
our manufacturing and distribution facilities. We now anticipate
total charges relating to this consolidation will be
approximately $17.0 million, of which $12.9 million was recorded
during the current quarter. Although we experienced some
disruption in customer service in September and early October,
the facilities consolidation is on schedule and proceeding
according to plan. Annualized cost reductions associated with
the consolidation are still anticipated to be in excess of $6.0
million, beginning in the first quarter of 2003. I am pleased
that all of our efforts have been supported by our lenders, as
evidenced by the recent amendment to our Revolving Credit
Facility which allows for our continued restructuring efforts."

Mr. Blechman added, "As announced earlier [Mon]day, the Company
has decided to discontinue the sale of products that contain
ephedra effective March 31, 2003. This decision was reached as a
result of increasing costs that are negatively impacting the
profitability of these products, coupled with consumer demand
for non-epehdra weight loss products. The Company expects to
experience a reduction in net sales due to the discontinuation
of these products. Based upon anticipated costs savings expected
to be achieved, however, the Company does not believe that the
decision to discontinue the sale of products that contain
ephedra should have a material adverse effect on the
profitability of the Company. The Company remains committed to
the Diet and Energy category, specifically the Diet Fuel, Ripped
Fuel and Metabolift brands, and has launched a line of patented
and clinically tested ephedra-free products."

Twinlab Corporation, headquartered in Hauppauge, N.Y., is a
leading manufacturer and marketer of high quality, science-
based, nutritional supplements, including a complete line of
vitamins, minerals, nutraceuticals, herbs and sports nutrition
products.


TYCO: Board Reaffirms 9 Current Members Won't Seek Re-Election
--------------------------------------------------------------    
Tyco International Ltd., (NYSE: TYC, BSX: TYC, LSE: TYI)
announced that its Board of Directors unanimously reaffirmed its
September 12, 2002, resolution under which the Board voted not
to nominate or support for re-election at the Company's 2003
annual meeting any of the nine current Directors who were
members of the Board prior to July of this year.  The Board also
voted unanimously that Chairman and CEO Ed Breen will select two
of the outgoing members of the Board to become non-voting
advisors to the Board.

"[Fri]day's decision confirms the Board's commitment to select a
new slate of independent Directors who will bring a wide range
of perspectives to Tyco," said Mr. Breen.  "I believe the Board
is acting in the best interest of the Company and its
shareholders.  I'd like to thank all the members of the Board
for making this decision. I also wish to express my appreciation
to Ira Millstein, who worked with members of the Board and
Tyco's counsel to achieve this result."

The Board also nominated Admiral Dennis C. Blair (U.S. Navy,
Ret.) to fill one of the vacancies expected to open on the
Board.  Mr. Breen said, "I am pleased to welcome Dennis Blair as
the most recent nominee to the Tyco Board. He has a lifetime of
leadership experience to offer to this company and a reputation
for insightful and decisive action that is second to none.  He
is known for his integrity and independent thinking and will be
a fine addition to this Company's Board of Directors."

Admiral Blair retired as Commander in Chief of the U.S. Pacific
Fleet in 1999 after more than 30 years of service in the armed
forces.  Previously, Blair served as Vice Admiral and Director
of the Joint Staff and member of the Reserve Forces Policy Board
for the Department of Defense.  During his career he has also
worked closely with The White House, the National Security
Council and the Central Intelligence Agency and served as Rear
Admiral and Commander of the Kitty Hawk Battle Group.  Blair
graduated from the U.S. Naval Academy and holds a Masters Degree
from Oxford University.

As Board vacancies occur, Admiral Blair and other nominees
previously announced will be among those to fill such vacancies.
The other nominees are Jerome York, Mackey McDonald, George
Buckley, Bruce Gordon and Sandra Wijnberg.  Of the current
directors, only Mr. Breen and Jack Krol, the Company's lead
outside director and Chairman of the Board's Corporate
Governance and Nominating Committee, will be nominated and
supported for re-election.
    
Tyco International Ltd., is a diversified manufacturing and
service company.  Tyco is the world's largest manufacturer and
servicer of electrical and electronic components; the world's
largest designer, manufacturer, installer and servicer of
undersea telecommunications systems; the world's largest
manufacturer, installer and provider of fire protection systems
and electronic security services and the world's largest
manufacturer of specialty valves.  Tyco also holds strong
leadership positions in medical device products, and plastics
and adhesives.  Tyco operates in more than 100 countries and had
fiscal 2002 revenues from continuing operations of approximately
$36 billion.

At September 30, 2002, Tyco's balance sheet showed that the
company's working capital deficit topped $82 million.


UNION ACCEPTANCE: Commences Trading on OTCBB Effective Nov. 12
--------------------------------------------------------------
Union Acceptance Corporation (Nasdaq:UACAQ) has begun trading of
its common stock on the OTC Bulletin Board(R) under the symbol
UACAQ effective at the opening of business on November 12, 2002.

On October 31, 2002, UAC announced it had filed a petition for
reorganization under Chapter 11 of the Bankruptcy Code to
facilitate a financial restructuring. As a result of the Chapter
11 filing, The Nasdaq Stock Market changed the company's trading
symbol to UACAQ at the opening of business on November 5, 2002
and informed the company that its securities would be delisted
from Nasdaq at the opening of business November 12, 2002. The
delisting is in accordance with Nasdaq Marketplace Rule 4450(f),
the full text of which is available at www.nasdaq.com. UAC
anticipates a seamless transition to the OTC Bulletin Board.

Investors who would like more information about the OTC Bulletin
Board may visit its Web site at http://www.otcbb.com


UNIROYAL TECHNOLOGY: Signs-Up Deloitte & Touche as Accountants
--------------------------------------------------------------
Uniroyal Technology Corporation and its debtor-affiliates ask
permission from the U.S. Bankruptcy Court for the District
Delaware to contract Deloitte & Touche LLP as Accountants,
Independent Auditors and Tax Advisors, nunc pro tunc to
November 28, 2002.

The Debtors relate to the Court that since approximately 1989,
Deloitte & Touche has provided accounting, auditing and tax
services to the Debtors and their predecessors.  The Debtors
have reason to believe that Deloitte & Touche is uniquely
familiar with the Debtors' operation, books, records and
financial information and other data maintained by the Debtors.

Deloitte & Touche is expected to:

  a) assist the Debtors by providing accounting and auditing
     services related to the Debtors' fiscal year ended
     September 29, 2002 and thereafter; and

  b) render of such other accounting, auditing and tax services
     as may be agreed upon by Deloitte & Touche and the
     Debtors.

Deloitte & Touche will bill the Debtors in their current hourly
rates ranging from:

          Partners and Directors     $475 to $620 per hour
          Senior Managers            $350 to $440 per hour
          Managers                   $275 to $290 per hour
          Seniors                    $175 to $260 per hour
          Staff                      $100 to $175 per hour
          Administrative Staff       $ 75 per hour

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.


UNIVERSAL ACCESS: Says Cash Sufficient to Fund Current Operation
----------------------------------------------------------------
Universal Access Global Holdings Inc., (Nasdaq: UAXS) announced
that while the difficult industry environment continued to
dampen its results, the company has further reduced its costs
and cash burn.  Although slower new circuit sales and higher
disconnection rates remained a challenge in the third quarter,
the company's continued cost reduction activities were evident
as operations and administration expenses declined 16% from the
second quarter, after adjusting for non-cash and one-time items
in the second quarter.

                    Third Quarter Operating Results

For the quarter ended September 30, 2002, revenues were $27.0
million compared to $24.1 million in the second quarter.  
Customer settlement revenues of $2.7 million, resulting from
termination of certain circuit and lease contracts, accounted
for most of the difference.

Gross profit and gross margin improved in the third quarter,
primarily because margin drag effects from customer bankruptcies
(i.e., the effect of having to cover circuit costs after revenue
has discontinued) decreased compared to the second quarter.  
Third quarter gross profit increased to $9.9 million from $4.0
million in the preceding quarter, and gross margin increased to
36.5% from 16.4%.  Excluding customer settlement revenues, third
quarter gross margin would have been 29.4%.

At September 30, 2002, the Company's balance sheets show a
working capital deficit of about $12 million.

"We drove continuing monthly operations and administration
expenses down to $3.6 million from $4.3 million in the preceding
quarter," noted CFO Randy Lay.  Operations and administration
expense (excluding stock compensation) in the third quarter
decreased 46% to $10.7 million from $19.7 million in the second
quarter. The second quarter included non-cash adjustments of
$3.8 million related to notes receivable, accrued expenses and
an equipment lease, and $3.1 million of bad debt expense.  
Excluding these items from the second quarter, third quarter
operations and administration expense decreased 16% from $12.8
million in the second quarter.

Payroll, real estate and vendors were key targets identified in
the restructuring and cost reduction plans that the company
announced in conjunction with its first quarter 2002 results.  
In the third quarter, employee compensation and related payroll
taxes decreased $2.4 million from the second quarter.  As a
result of favorably completed lease negotiations with landlords,
the third quarter included a one-time net $9.6 million reversal
of charges previously taken as part of the restructuring
program. Those lease negotiations, which required the company to
make certain payments, have reduced monthly expenditures by
approximately $400,000.  In addition, the company reduced
remaining vendor commitments by $38.9 million during the third
quarter, including previously disclosed reductions.  Total
restructuring liability was reduced from $24.7 million at June
30, 2002 to $7.2 million at September 30, 2002.

Due to the restructuring reversal, third quarter net income was
$4.5 million.  Excluding the reversal, the third quarter net
loss would have been $5.2 million.

                         Nine Month Results

The private line market in 2002 has been significantly affected
by weak enterprise IT spending and carrier retrenchments and
bankruptcies.  For the first nine months of 2002, Universal
Access' revenues were $80.2 million, down 7% from $86.7 million
for the same period last year.  The decline was due principally
to revenues lost from customer disconnections, including high
disconnection rates from customers who filed for bankruptcy in
the first half of the year.

Gross profit for the first nine months of 2002 (including the
customer settlements mentioned above) was $21.7 million, down
22% from 2001. The decline was primarily due to margin drag
effects caused by bankrupt customers that did not pay for
circuits maintained on their behalf.  Gross margin for the first
nine months of 2002 (including the customer settlements
mentioned above) was 27% compared to 32% for the year ago
period.

Operations and administration expense (excluding stock
compensation) for the first nine months fell 24% to $46.0
million from $60.8 million for the same period last year.  
"Excluding non-cash and one-time items in the second quarter, we
have shown solid progress throughout the year with operations
and administration expenses of $15.5 million, $12.8 million and
$10.7 million in our first, second and third quarters," added
Lay.

Net loss for the first nine months of 2002 was $80.3 million
compared to $94.4 million in 2001.

                         Cash Position

The company finished the quarter with $17.3 million in cash
(including cash, cash equivalents, short-term investments and
restricted cash) compared to $30.3 million at the end of the
second quarter.  The company projects that, assuming cash
receipts remain stable and it continues to control uses of cash,
the company's cash and cash equivalents on hand as of September
30, 2002, of $11.4 million should be sufficient to fund current
operations until the company becomes cash flow positive.

Universal Access was founded in October 1997 with the vision of
enabling a more cohesive data communications network fabric.  
The company's primary business is to serve as telecom carriers'
and service providers' outsourced partner for off-net
connectivity and related services.  Universal Access more
quickly interconnects the existing long-haul and local assets of
many different network carriers and is thus able to accelerate
service providers' revenues, facilitate the outsourcing of
operating costs and reduce capital expenditures for network
extensions and build-outs.  Universal Access Global Holdings
Inc. (Nasdaq: UAXS) is headquartered in Chicago.  Additional
information is available on the company's Web site at
http://www.universalaccess.net  


US AIRWAYS: Enters Settlement Agreement with United Technologies
----------------------------------------------------------------
US Airways Group asks Judge Mitchell to approve a settlement
agreement with United Technologies Corporation, through its
Pratt & Whitney division.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom, tells the Court that Pratt & Whitney agrees to release two
PW4000 Engines bearing serial numbers 733464 and 733465.  US
Airways delivered the Engines to Pratt & Whitney's facility in
Connecticut for engine maintenance services, and Pratt & Whitney
has completed work.  In turn, the Debtors will provide their
agreement regarding Pratt & Whitney's rights to the Engines.

US Airways and Pratt & Whitney are parties to a PW4000 Engine
Fleet Management Program Agreement dated October 8, 1998,
pursuant to which Pratt & Whitney performs engine maintenance
services on the terms and conditions set forth in the FMP
Agreement.

Pratt & Whitney has rendered, before the Petition Date, Invoice
No. 90306636 for $465,624.08 and Invoice No. 90324136 for
$496,268, and after the Petition Date, Invoice No. 90357251 for
$497,039.66.

The parties disagree about Pratt & Whitney's obligation to
return the Engines and the implications of this situation.
Consequently, the Debtors and Pratt & Whitney have agreed to
resolve their immediate differences.

The Debtors believe that Bankruptcy Court approval is not
necessary.  However, the Debtors seek the entry of an order
approving the Stipulation anyway to:

    -- give Pratt & Whitney comfort, and

    -- pursuant to which, in return for the release of the
       repaired Engines, to confirm Pratt & Whitney's rights
       respecting the nature and priority of Pratt & Whitney's
       Engine claims.

Pratt & Whitney released Engine No. 733464 to the Debtors on
September 27, 2002, and has continued work on Engine No. 733465
in exchange for the Debtors' agreement to seek this relief.

The Stipulation provides that if Pratt & Whitney is found to
have a valid, perfected and senior possessory lien on the
Engines as of the Petition Date, Pratt & Whitney will have an
allowed claim for all amounts due under the Prepetition
Invoices, including interest to the extent provided in the FMP
Agreement.  This claim will be an administrative expense claim
under Sections 503, 507(a)(1) and 507(b) of the Bankruptcy Code,
with priority over all administrative expense claims and
unsecured claims against the Debtors to the extent permitted by
Section 507(b) of the Bankruptcy Code.  However, the
administrative priority will be junior to claims granted to the
DIP lenders under the Debtors' postpetition credit agreement.
(US Airways Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

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


USOL HOLDINGS: Board of Direc. Votes to Terminate SEC Reporting
---------------------------------------------------------------
USOL Holdings, Inc. (Nasdaq: USOL, USOLW), a provider of
entertainment, communications and technology solutions to
owners, operators and residents of multi-family communities,
announced that on November 13, 2002, it will file the
appropriate forms with the Securities and Exchange Commission
and Nasdaq to "deregister" its common stock.

Under the SEC's rules, a company with fewer than 300 record
holders may voluntarily terminate the registration of its
securities by filing a Form 15 pursuant to which it certifies
that the number of record holders of the class of securities
registered is less than 300.  USOL Holdings currently has fewer
than 300 record holders.  Registration of the securities will
not terminate until 90 days after the filing of the Form 15;
however, the Company's duty to file periodic reports such as
10Q's and 10K's is "suspended" immediately upon filing the Form
15.  The Company will also file the necessary forms to
voluntarily delist its securities with Nasdaq.  After delisting,
the Company may be included in the Pink Sheets, a quotations
service that does not require companies to file periodic reports
with the SEC.

Jim Livingston, President and CEO of USOL Holdings, said, "The
Company's current market cap, stock price and going concern
issues resulted in the Board determining that it is no longer
prudent for the Company to continue with the expense of
maintaining its registration with the SEC and its listing with
Nasdaq."  Livingston continues, "Other than the expense savings,
we do not expect this action will have any effect on the
Company.  We will release earnings before the end of the week
and we will continue to update our shareholders through press
releases as to circumstances surrounding the Company's financial
position change."

USOL Holdings is a leading provider of integrated
telecommunications and entertainment services to the residential
real estate industry.  Its subsidiary, U.S. OnLine, provides
local and long distance telephone services, cable television and
high-speed Internet access, in a single package at competitive
prices, all with the convenience of a single monthly invoice to
residents of MDUs.  U.S. OnLine provides its services to more
than 130 MDU communities in five major markets -- Dallas/Ft.
Worth, Denver, Houston, Washington, D.C. and the Pacific
Northwest -- and currently serves several of the largest owners
in the country including Amli Residential, Simpson Housing and
Gables Residential.

                         *    *    *

                  Going Concern Uncertainty

At June 30, 2002, USOL Holdings' balance sheets show a working
capital deficit of about $15 million.

In its Form 10QSB filed on August 14, 2002 with the Securities
and Exchange Commission, the Company reported:

"The Company has suffered recurring losses from operations and
net losses since inception, and it has not generated cash from
operations since inception. The Company's operations and its
purchases of property and equipment to expand its subscriber  
base have been funded primarily from the Company's last equity
financing, which occurred in July 1999. During the last half of
2000, the Company began to borrow against its senior credit  
facility. Under the Facility, the Company has the ability to
borrow up to $25 million until December 31, 2002, subject to
borrowing base limitations and compliance with financial and
operations covenants, at which time the Facility will convert
to a five-year term loan.  The Company, however, did not have
access to the remaining available borrowing base as it was not
in compliance with certain covenants in the Facility as of June
30, 2002.  The holder of the Facility must waive the covenant  
violations or amend the Facility in order for the Company to
have access to the remaining available borrowing base. In May
2002, the holder of the Facility temporarily waived the covenant
violations in order to allow the Company to borrow additional
funds. There can be no assurance, however, that the holder of
the Facility will continue to provide access to the Facility  
with similar future amendments. As a result of the existing
covenant violations, the amount outstanding under the Facility
as of June 30, 2002 has been classified as a current liability
in the accompanying condensed consolidated balance sheet.

"The Company is currently  dependent  upon  borrowings  from the
Facility to fund operations. Management is currently working
with the holder of the Facility to obtain an amendment to waive
the existing covenants  violations and to revise future  
covenant requirements. The process has been delayed as a result
of the Company's current negotiations for a possible  
acquisition of assets that would also require bank approval and
amendment to the Facility. The Company expects to obtain a
waiver and amend the covenants as part of the required approval
of this transaction; however, if the  Company is not  successful  
in completing this acquisition, then management expects to
separately proceed with obtaining the necessary waiver and
amendment to the Facility.  There is no assurance that the
holders of the Facility will provide the necessary approvals and
amendments, or that the  holders of the Facility will not call
the amount outstanding.  As a result, management is also  
evaluating alternative equity or debt funding sources; however,  
there is no assurance that management will be able to find
sufficient alternative funding sources to fund the operating  
and debt requirements of the Company.

"The matters discussed above raise substantial doubt about the
Company's ability to continue as a going concern. The
consolidated financial statements do not include any adjustments  
that might result from the outcome of this uncertainty."


VISHAY: S&P Concerned About Planned BCcomponents Acquisition
------------------------------------------------------------
Standard & Poor's Ratings Services placed Vishay
Intertechnology's 'BB+' corporate credit and senior unsecured
debt ratings and 'BB-' subordinated debt rating on CreditWatch
with negative implications, following the announcement that
Vishay intends to acquire BCcomponents, a leading Netherlands-
based global manufacturer of passive electronics components.
The terms of the proposed deal, including the acquisition price,
were not disclosed. The financing of the deal will include
warrants to purchase Vishay shares and the satisfaction of
existing BCcomponents debt.

Vishay, based in Malvern, Pennsylvania, has a leading market
position in manufacturing and supplying a broad line of active
and passive electronics components, with strong positions in
capacitors, resistors, diodes, and transistors. It had lease-
adjusted debt outstanding of $550 million at September 29, 2002.

The addition of BCcomponents will add significantly to Vishay's
exposure to passive components, which have experienced weak
pricing and utilization rates over the past year. The
transaction will add complimentary product lines to Vishay's
existing portfolio, increase manufacturing capacity in low-cost
areas such as India and China, and allow for elimination of
duplicated costs. BCcomponents had revenues of $320 million in
2001, compared to Vishay's $1 billion of passive-component
revenues and $1.7 billion of overall revenues.

"We will meet with Vishay to determine how the financing of the
proposed acquisition will affect credit protection through
changes to Vishay's balance sheet and profitability," said
Standard & Poor's credit analyst Joshua G. Davis. "In addition,
we will look at Vishay's strategy for integrating the
acquisition."


WARNACO GROUP: Secures Authority to Purchase Insurance Policies
---------------------------------------------------------------
Pursuant to the Amended Order to Pay Insurance Fees, The Warnaco
Group, Inc., are authorized, without further Court order, to
extend, renew and enter into new insurance policies and
insurance premium financing agreement, provided, however, that
prior to extending, renewing or entering into the new insurance
policies and premium financing agreements, the Debtors must
first provide 14 days notice to:

    -- counsel for the Debt Coordinators for the Debtors'
       prepetition secured lenders;

    -- counsel to the Debtors' postpetition secured lenders;

    -- counsel to the Official Committee of Unsecured Creditors;
       and

    -- the United States Trustee.

Since the Petition Date, changes in the insurance industry have
occurred that created a need for the Debtors to more extensively
negotiate the terms and conditions of their insurance policies,
including the amount of the premiums.  In many cases, these
negotiations have continued up to the eve of the expiration of
the policies resulting in a delay with respect to financing with
third party premium finance lenders necessitating waivers of the
14-day Notice Requirement for the Notice Parties in order to
ensure continuous insurance coverage.

Accordingly, the Debtors, the United States Trustee, the
Official Committee of Unsecured Creditors, the Debt Coordinators
for the Debtors' prepetition banks, and the Debtors'
postpetition lenders, stipulate and agree that:

1. The Debtors are authorized immediately to purchase insurance
   policies and finance them under the premium financing
   agreements, as transactions in the ordinary course of
   business without further authorization of this Court or
   notice to any other party, including the Notice Parties;

2. To the extent that the Order on this Stipulation does not
   modify the Amended Order, the Amended Order will govern;

3. The Debtors are authorized, in their sole discretion, to
   honor the terms of their existing insurance policies;

4. Notwithstanding anything in the Amended Order or in this
   Stipulation, the Premium Lenders will not be deemed to have a
   security interest in and to any amounts payable or to be
   payable in the future to any loss payee or mortgagee under
   any insurance policy, which are or will in the future be the
   subject of the premium financing agreement;

5. The Debtors are authorized to grant security interests in the
   unearned insurance premiums as are necessary to maintain or
   enter into premium financing agreements;

6. Premium Lenders are not subject to the provisions of the
   automatic stay under Section 362 of the Bankruptcy Code in
   the event of the Debtors' default under any of the premium
   financing agreements, and if the Debtors default under any of
   the agreements, a Premium Lender, after giving any notice
   required by applicable law to:

    -- the Debtors' counsel, Sidley Austin Brown & Wood LLP;

    -- the postpetition secured lenders' counsel, Weil, Gotshal
       & Manges LLP;

    -- the Debt Coordinators' counsel, Shearman & Sterling;

    -- the Office of the United States Trustee for the Southern
       District of New York; and

    -- the Official Committee of Unsecured Creditors' counsel,
       Otterbourg, Steindler, Houston & Rosen PC,

   may cancel the financed insurance policies that are subject
   to the defaulted premium financing agreements and obtain any
   unearned premiums and apply them to the unpaid balance under
   the defaulted agreements, all without further orders of this
   Court;

7. Any amount due and owing to the Premium Lender after the
   Debtors' default on a premium financing agreement will be
   treated as an administrative expense under Section 503(b) of
   the Bankruptcy Code in these Chapter 11 cases; and

8. Each provision of the premium financing agreements will be
   construed and is enforceable in accordance with applicable
   non-bankruptcy law. (Warnaco Bankruptcy News, Issue No. 36;
   Bankruptcy Creditors' Service, Inc., 609/392-0900)  


WESTAR ENERGY: S&P Says Ratings Unaffected by CEO's Indictment
--------------------------------------------------------------
Standard & Poor's Ratings Services stated that the ratings on
Westar Energy, Inc., (BB+/Watch Neg/--) and its subsidiary
Kansas Gas & Electric Co., (BB+/ Watch Neg/--) would not be
affected by the indictment of president and chief executive
officer David Wittig on federal charges of conspiracy, fraud,
misapplication of funds and money laundering in connection with
an Arizona real estate deal. The indictment involves Wittig's
personal conduct and does not appear to be related to Westar
Energy. The company has placed Wittig on administrative leave
and intends to promptly appoint an acting president and chief
executive officer. Standard & Poor's will continue to monitor
the company for any revisions in strategic direction that may be
occur as a result of the managerial change.


WESTAR ENERGY: Must Deliver Plan to Kansas Regulator in 90 Days
---------------------------------------------------------------
Standard & Poor's Ratings Services noted that the Kansas
Corporation Commission has ordered Westar Energy, Inc.
(BB+/Watch Neg/--) to implement a financial and corporate
restructuring. The order requires Westar to submit a plan within
90 days to transfer its Kansas Power & Light Co., division to a
utility-only subsidiary and to institute interim standstill
protections to keep unregulated operations from harming the
utility. The order also requires Westar to pay down debt, and
launches a new investigation into how to regulate Westar's non-
utility businesses. In addition, the KCC reserved the option to
initiate a full management audit. At this juncture, it is
unclear how Westar will split its utility and unregulated
operations. However, a plan that enables Westar to reduce its
heavy debt burden would enhance the company's frail financial
condition.


WESTPORT RESOURCES: S&P Ratchets Corp. Credit Rating Down to BB
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered the corporate credit
ratings on independent exploration and production company
Westport Resources Corp., to 'BB' from 'BB+' and placed the
ratings on CreditWatch with negative implications.

The rating actions follow the proposed acquisition of certain
oil and natural gas properties from El Paso Corp., for $502
million in cash.

Denver, Colorado-based Westport Resources Corp., had $556
million in outstanding debt as of  September 30, 2002.

"The rating action stems from the company's intention to fund
its announced acquisition with approximately $500 million of
debt following the debt-financed purchase of properties from
Smith Production Co. for $120 million in September," said
Standard & Poor's credit analyst Paul Harvey. "This transaction
would result in both a weakened capital structure and decreased
liquidity beyond Standard & Poor's expectations," he added.

The negative CreditWatch listing reflects Standard & Poor's
concerns that near-term debt reduction may not be sufficient to
maintain the current ratings. While the company intends to
pursue asset sales and a proposed equity issuance as a means to
reduce debt, the magnitude and timing of these actions remains
in question. Should Westport fail to substantially reduce its
debt levels in the near-term and show clear longer-term plans
for maintaining lower leverage, its ratings will likely be
lowered further.


WHEELING-PITTSBURGH: Proposes Procedures re Avoidance Actions
-------------------------------------------------------------
On or before November 15, 2002, Wheeling-Pittsburgh Steel
Corporation intends to commence adversary proceedings against
various defendants to:

(a) avoid and recover, pursuant to Sections 547, 548 and 550
    of the Bankruptcy Code, certain preferential or fraudulent
    transfers received by various entities or individuals
    from WPSC, and

(b) disallow claims of recipients of preferential or fraudulent
    transfers against WPSC under Section 502(d) of the
    Bankruptcy Code.

Rule 3 of the Federal Rules of Civil Procedure, as applicable to
adversary proceedings pursuant to Rule 7003 of the Federal Rules
of Bankruptcy Procedure, provides that an action is commenced by
filing a complaint.  Rule 4(m) of the Federal Rules of Civil
Procedure, as incorporated by Bankruptcy Rule 7004(a), provides
in pertinent part:

    "Time Limit for Service.  If service of the summons and
    complaint is not made upon a defendant within 120 days
    after the filing of the complaint, the court, upon motion
    or on its own initiative after notice to the plaintiff,
    shall dismiss the action without prejudice as to that
    defendant or direct that service be effected within a
    specified time; provided that if the plaintiff shows good
    cause for the failure, the court shall extend the time
    for service for an appropriate period."

The Debtors believe that if WPSC is given an opportunity to
negotiate with each Defendant prior to the issuance and service
of the summons in each Avoidance Action and prior to the
Defendant's filing of an answer or other response to the
complaint in the Avoidance Action, WPSC and the Defendant may be
able to reach a mutually satisfactory settlement resolving the
claims.

Thus, the Debtors ask Judge Bodoh to establish and approve these
procedures in connection with their commencement of Avoidance
Actions:

(a) WPSC will commence the Avoidance Action by filing a
    complaint, together with an adversary proceeding
    cover sheet and the appropriate filing fee;

(b) WPSC may delay presenting a summons to the Clerk of
    this Court for the Court's issuance of a summons to
    WPSC, for service on the Defendant, until on or
    before February 13, 2003;

(c) on or before February 13, 2003, WPSC may seek issuance
    of a summons from the Court to serve on the Defendant,
    together with the complaint in the Avoidance Action,
    within 120 days thereafter, or within a longer period
    as ordered by the Court; and

(d) the Court will suspend the scheduling of a pretrial
    conference, the disclosure requirements under
    Bankruptcy Rule 7026, and all other proceedings
    arising in the Avoidance Action, pending the issuance
    of the summons and its service on the Defendant.

The Debtors assert that the establishment of these Procedures in
all Avoidance Actions will:

-- provide appropriate notice of the commencement of the
   Avoidance Actions to interested parties, while minimizing
   the time and expense that WPSC would otherwise have to
   spend in obtaining individual Court orders authorizing
   and approving the establishment of the Procedures in each
   Avoidance Action; and

-- minimize the burden that the Clerk's office would
   otherwise face in having to enter individual orders
   approving the Procedures in each Avoidance Action.

Section 105(a) of the Bankruptcy Code provides that "[t]he court
may issue any order, process, or judgment that is necessary or
appropriate to carry out the provisions of this title."  The
proposed Procedures are in full compliance with the provisions
of the Bankruptcy Code, the Bankruptcy Rules and the Federal
Rules of Civil Procedure.  If approved and adopted, the
Procedures will provide notice of the commencement of the
Avoidance Actions to the Defendants and will allow the parties a
reasonable period of time to attempt to reach mutually
satisfactory settlements, thereby eliminating  the unavoidable
expenses, burdens and risks associated with litigation.
(Wheeling-Pittsburgh Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  


WORLDCOM INC: Court Approves Wilmer Cutler as Special Counsel
-------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates obtained permission
from the Court to retain Wilmer, Cutler & Pickering to assist
the Audit Committee with disclosure and related issues, and to
conduct an independent internal investigation of certain issues
relating to WorldCom's financial reporting.  

Wilmer Cutler's engagement is solely in connection with the
Accounting Review Matters during the Debtors' Chapter 11 cases.

Wilmer Cutler's current rates are:

               $430 - 715      partners
                405 - 530      counsel
                225 - 435      associates
                 90 - 220      paraprofessionals

The principal attorneys and paralegals designated to represent
the Committee and their current hourly rates are:

                   William McLucas      $715
                   Charles Davidow       615
                   Mark Cahn             515
                   Robert Hoyt           490
                   Stuart Delery         455
                   Gregory Ewald         430
                   Andrew Herman         405
                   Jeffrey Ayer          405
                   Cynthia Clark         325
                   Allison Drimmer       295
                   Paul Eckert           385
                   Ellen Fulton          275
                   Stephen Heifetz       385
                   Eric Hougen           335
                   Jeffrey Hydrick       385
                   Peter Lee             335
                   Joel Nichols          270
                   E. Stuart Parker      270
(Worldcom Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


WORLDCOM INC: Posts $108 Million Net Loss for September 2002
------------------------------------------------------------
WorldCom, Inc., filed its September 2002 Monthly Operating
Report with the U.S. Bankruptcy Court for the Southern District
of New York.  During the month of September 2002, WorldCom
recorded $2.3 billion in revenue, $416 million in earnings
before interest, taxes, depreciation and amortization (EBITDA)
and a net loss from continuing operations of $108 million.

During the month, WorldCom's capital expenditure of
approximately $98 million was focused on line cost reductions
and new products -- such as The WorldCom Connection, The
Neighborhood and IP-based virtual private networks. This lower
level of spending reflects previous spending to build out the
global network, completion of major systems integration projects
and discontinued operations.

WorldCom ended September with approximately $1.4 billion in cash
on hand, an increase of $200 million from the beginning of the
period.

The financial results discussed in this release and the
September 2002 Monthly Operating Report exclude results from
Embratel.  Until WorldCom completes a thorough balance sheet
evaluation, including reviews of goodwill, property and
equipment, accrual balances and allowances for doubtful
accounts, the Company will not issue a balance sheet or cash
flow statement as part of its monthly operating report.

The Monthly Operating Reports are available on WorldCom's
Restructuring Information Desk at http://www.worldcom.com

Based on current information and a preliminary analysis of its
ability to satisfy outstanding liabilities, WorldCom believes
when it emerges from bankruptcy proceedings, its existing
WorldCom and Intermedia preferred stock and WorldCom group and
MCI group tracking stock issues will have no value.

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 one fixed monthly price. For more information, go
to http://www.worldcom.com


WORLDCOM INC: Commits $6 Million to Continue MarcoPolo in 2003
--------------------------------------------------------------
WorldCom, Inc., will allocate $6 million in 2003 to continue
MarcoPolo, the popular Internet-based education and training
program that provides a crucial service to teachers and students
nationwide.  The distress signal for MarcoPolo went out in July
when WorldCom, the program's sole source of funds, filed for
bankruptcy protection.  Since then, partnering education
organizations, state agencies and thousands of educators have
rallied behind the urgency of saving MarcoPolo.  Determined
educators trained 23,000 more teachers on MarcoPolo since the
company's Chapter 11 filing, adding to the more than 130,000
already trained.

The unprecedented call for MarcoPolo's survival accelerated
plans already in the works for creation of the MarcoPolo
Education Foundation to broaden the sources of funding to ensure
the MarcoPolo treasure is available for future generations.  
"Core funding from the company is critical, but there is a great
need for additional funds from public and private sources to
help meet our goal of training every teacher in the country,"
said Caleb Schutz, corporate vice president and president of the
MarcoPolo Education Foundation. "Educators in all 50 states have
told us, 'no one should be left behind, not teachers or
students;' it is a national priority," he added.

Launched in 1997 by MCI, MarcoPolo provides teachers and
students with the highest quality, standards-based Internet
content in the fields of arts integration, science, mathematics,
the humanities, geography, economics, reading and language arts.  
MarcoPolo's seven discipline-specific Web sites are produced by
the nation's leading education organizations and include lesson
plans, interactive student activities and panel-reviewed
Internet content that can bring resources to every student and
classroom.  MarcoPolo also provides online professional
development to K-12 teachers across the country.

"Iowa has supported and been enthusiastic about the quality of
the resources and support for teachers provided in the MarcoPolo
project.  Knowing that there is substantive funding to revive
the momentum of this effective education resource is excellent
news, and preserves access for Iowa's teachers to integrate this
curricular tool in their classrooms," said Ted Stilwill,
Director of Education, Iowa Dept of Education.

The company said it is committed to building on programs, like
MarcoPolo, that provide quality, long-term value to customers
and the community.  MCI and, subsequently, WorldCom have
invested $50 million to create and foster the MarcoPolo program
over the past five years.

WorldCom's commitment to the community, despite tough times,
means MarcoPolo will continue to provide much needed Internet-
based online content and training nationwide.  "Now with the
MarcoPolo Education Foundation established, independent from
WorldCom, we aim to exceed the company's commitment with funding
from business, government, and other foundations focused on
education," said Schutz.  The Foundation's goal is to provide
content integration training to 2.4 million teachers, 3,300
interactive lessons and offering thousands of educational
resources across the K-12 curriculum and reach one million on-
going teacher users by 2005.

As they learn the news, educators are relieved. "MarcoPolo is
such a valuable tool for teachers that I hated the thought of
losing it; you can be sure I'll be encouraging teachers to use
it as much as possible," said Carol Sherer, Media
Specialist/Librarian from Jetmore High School in Jetmore,
Kansas.

Catherine L. Metzger, Technology Specialist at Whitaker
Elementary School in Cincinnati, Ohio, said, "Not only do I
teach in an elementary school where students use MarcoPolo for
research, but also at the university level where MarcoPolo is
one of the Internet assignment components.  MarcoPolo is an
invaluable resource for teachers; it saves precious time.  
Standards, lessons, resources -- I am thrilled that MarcoPolo
has been saved."

"Thousands of teachers throughout the country are truly
grateful, hopefully this will bring other contributors to the
check-writing stage," said Karen Horn, a teacher at Collin
County Community College in Collin County, Texas.

MarcoPolo: Internet Content for the Classroom --
http://marcopolo-education.org-- is an independent consortium  
of eight of the nation's leading education organizations and the
MarcoPolo Education Foundation.  Seven discipline-specific Web
sites developed by the education partners deliver -- free to
teachers -- high-quality, standards-based, commercial-free
Internet resources designed to be integrated into the K-12
curriculum.  Professional development training and resources
provide critical Internet integration strategies for teachers
nationwide.  Funding and services provided by WorldCom and other
public and private sources help the program reach the goal of
high-quality Internet content and training for every teacher in
America.


WORLDCOM INC: Section 341 Meeting to Convene Tomorrow
-----------------------------------------------------
On July 21, 2002, Worldom Inc., together with its debtor-
affiliates, filed for Chapter 11 protection in the U.S.
Bankruptcy Court for the Southern District of New York.

The United States Trustee will convene a meeting of creditors on
Thursday, November 14, 2002, at 10:00 a.m., at The Park Lane
Hotel, 36 Central Park Avenue South, Second Floor Ballroom, New
York, New York 10019. This is the first meeting of creditors as
required pursuant to Section 341 of the Bankruptcy Code.  

A representative of the Debtors will be examined under oath by
the United States Trustee and the creditors about the Debtors'
financial affairs and operations. Attendance by creditors at the
Sec. 341 meeting will be welcome but not required. The meeting
may be continued or adjourned without further written notice.

Marcia L. Goldstein, Esq., Lori R. Fife, Esq., and Alfredo R.
Perez, Esq., at Weil Gotshal & Manges LLP represent the Debtors
in their restructuring efforts. At March 31, 2002, the Debtors'
Balance Sheet reported total assets of about $103.8 billion and
total liabilities of about $45 billion.  


XPLORE TECHNOLOGIES: Posts $2.9-Mill. Net Loss on $500K Revenue
---------------------------------------------------------------
Xplore Technologies Corp. (TSX:XPL) reported results for the
second quarter ended September 30, 2002.

                         Financial Results

Revenue for the second quarter ended September 30, 2002 was
US$0.5 million. The net loss for the quarter was US$2.9 million
compared with a net loss of US$3.9 million for the second
quarter in the prior year. This level of revenue was
significantly lower than planned as a result of a combination
of: (i) delays in receipt of orders, (ii) delays in shipments
due to financial constraints and (iii) weaker market conditions.
With the completion of the financing announced by the Company
subsequent to the end of the quarter, the existing order backlog
can be processed.

During this quarter the company continued to reduce expenses
while maintaining its next generation product development.
Operating expenses (excluding depreciation) were US$2.8 million
in the quarter, a 12% reduction from US$3.2 million in the first
quarter of this fiscal year. Product development costs related
to new products to be introduced in future quarters are included
in product research development and engineering in the amount of
US $0.2 million.

Subsequent to the end of the quarter the company completed a
financing through which it raised gross proceeds of US$4.5
million through a private placement of 10% secured debentures
and common share purchase warrants to acquire up to an aggregate
of 14,063,000 common shares of the Company. The Debentures and
Warrants were issued as part of an offering of up to US$5
million aggregate principal amount of Debentures and Warrants to
acquire up to 15,625,000 common shares of the Company. The
company expects to complete the balance of the offering shortly.

                         Business Updates

During the quarter, the company made progress on a number of
initiatives. Most notably, the company launched the Xplore
iX104-TPC at Microsoft's premier launch events in New York City
and Toronto, Canada on November 7, 2002. The rugged iX104-TPC
combines Microsoft's advanced Windows XP Tablet PC Edition
operating system, the high performance, low power Ultra Low
Voltage Mobile Intel(R) Pentium(R) III Processor - M, integral
advanced hardware technologies and Xplore's proven patented
ruggedization techniques.

Xplore Technologies Corp., operates in one business segment, the
sale of rugged mobile wireless computing specialty systems.

In November 2002 the company raised gross proceeds of US $4.5
million through the completion of a private placement of 10%
secured debentures and common share purchase warrants to acquire
up to an aggregate of 14,063,000 common shares of the company.
The debentures will mature on April 30, 2004. Each warrant
entitles the holder to acquire one common share of Xplore
Technologies Corp., at an exercise price of C$0.38 until
November 4, 2004.

At September 30, 2002 the company was in default of certain
covenants under its banking agreement. Co-incident with the
completion of the debenture financing, the company's banking
arrangements were modified to waive these defaults and to
convert its existing C$3.1 million bank loan to a revolving term
loan to mature by December 31, 2003.

Principal payments on this revised term loan are scheduled to
begin in April 30, 2003.

Xplore Technologies Corp, founded in 1996, is an innovative
leader in the rugged pen-based mobile wireless computing
industry. Xplore, which is traded on the Toronto Stock Exchange
under the symbol TSE:XPL, has offices in Austin Texas, Toronto
Canada and Helsinki Finland. Its rugged GeneSys(R) and
Ramline(R) family of hardware solutions incorporate leading-edge
technology, created based on years of customer design input.
Xplore's diverse customer base comes from the public safety,
retail and wholesale warehousing, utility, military, field
service, marine and transportation industries. For more
information, visit http://www.xploretech.com


* Cary Stanford Joins Saybrook Capital as Managing Director
-----------------------------------------------------------
Saybrook Capital, LLC announced Cary Stanford has joined the
firm as Managing Director. In addition, Todd Rosen was named an
Associate and Brandon Gregorio a Senior Financial Analyst in the
firm's expanding restructuring advisory services practice.

Mr. Stanford is a specialist in corporate restructurings with
over 20 years of experience. Throughout his career, he has
advised many of the nation's largest corporations on
restructurings effected both in- and out-of-court. As a Managing
Director at Houlihan, Lokey, Howard & Zukin, Stanford helped
build the national restructuring group, advising board of
directors, bondholders, committees and unsecured creditors'
committees on over forty restructuring assignments. Mr. Stanford
has a master's in business administration from UCLA.

Mr. Rosen joins Saybrook from the law firm Irell & Manella where
he was an associate in the Corporate Securities Group. He has
direct experience in a wide variety of transactions, including
private equity placements, debt financing, M&A, and
restructurings. Mr. Rosen received his JD magna cum laude from
University of Pennsylvania Law School.

Brandon Gregorio joins Saybrook as a Senior Financial Analyst
from Wedbush Morgan Securities. He earned a master's degree in
business economics summa cum laude from the University of
California, Santa Barbara. He received an undergraduate degree
in economics magna cum laude from California State University.

Saybrook Capital is currently engaged in the Pacific Gas &
Electric, Adelphia and Kmart bankruptcy cases -- three of the
seven largest reorganizations ever. With these additions,
Saybrook continues to build a diverse and talented team of
bankers with strengths in economics, business, law and
accounting.

Saybrook Capital, LLC is an investment bank specializing in fund
management, corporate restructuring, real estate and tax-exempt
finance. Founded in 1990, Saybrook is a NASD-registered
underwriter and broker-dealer, having brought to market and sold
over $20 billion in securities. The firm also manages more than
$300 million in capital, seeking to achieve above-market yields
in niche sectors. Saybrook Capital is headquartered in Santa
Monica with offices in New York, San Francisco and Seattle. For
additional information, please visit http://www.saybrook.net


* Meetings, Conferences and Seminars
------------------------------------
November 18-19, 2002
   EUROLEGAL
      Insurance Exit Strategies
         Kingsway Hall, London
            Contact: +44 0 20 7878 6886

November 20, 2002
   New York Institute of Credit
      Bankruptcy
         Contact: info@nyic.org; 212-629-8686; (fax)212-629-8787

November 20th 6:00-7:15pm
   New York Institute of Credit
      4th Trustees Award
         Contact: info@nyic.org; 212-629-8686; (fax)212-629-8787

November 21-24, 2002
   COMMERCIAL LAW LEAGUE OF AMERICA
      82nd Annual New York Conference
         Sheraton Hotel, New York City, New York
            Contact: 312-781-2000 or clla@clla.org
                         or http://www.clla.org/

December 2-3, 2002
     RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
          Distressed Investing 2002
               The Plaza Hotel, New York City, New York
                    Contact: 1-800-726-2524 or fax 903-592-5168
                         or ram@ballistic.com  

December 5-7, 2002
     STETSON COLLEGE OF LAW
          Bankruptcy Law & Practice Seminar
               Sheraton Sand Key Resort
                    Contact: cle@law.stetson.edu

December 5-8, 2002
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         The Westin, La Paloma, Tucson, Arizona
            Contact: 1-703-739-0800 or http://www.abiworld.org

February 20-21, 2003
   AMERICAN CONFERENCE INSTITUTE
      Commercial Loans Workouts
         Marriott East Side, New York
            Contact: 1-888-224-2480 or 1-877-927-1563
                         http://www.americanconference.com

February 22-25, 2003
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Litigation Institute I
         Marriott Hotel, Park City, Utah
            Contact: 1-770-535-7722 or
                         http://www.nortoninstitutes.org

March 6-7, 2003
   ALI-ABA
      Corporate Mergers and Acquisitions
         San Francisco
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

March 27-30, 2003
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Litigation Institute II
         Flamingo Hilton, Las Vegas, Nevada
            Contact: 1-770-535-7722
                         or http://www.nortoninstitutes.org

March 31 - April 01, 2003
    RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
       Healthcare Transactions: Successful Strategies for
          Mergers, Acquisitions, Divestitures and Restructurings
                The Fairmont Hotel Chicago
                   Contact: 1-800-726-2524 or fax 903-592-5168
                            or ram@ballistic.com

April 10-13, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Grand Hyatt, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

May 1-3, 2003
   ALI-ABA
      Chapter 11 Business Organizations
         New Orleans
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

May 8-10, 2003
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Seattle
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

June 19-20, 2003
     RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
        Corporate Reorganizations: Successful Strategies for
            Restructuring Troubled Companies
                The Fairmont Hotel Chicago
                    Contact: 1-800-726-2524 or fax 903-592-5168     
                             or ram@ballistic.com

June 26-29, 2003
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains, Advanced Bankruptcy Law
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 1-770-535-7722
                     or http://www.nortoninstitutes.org

July 10-12, 2003
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Eldorado Hotel, Santa Fe, New Mexico
               Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

December 3-7, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         La Quinta, La Quinta, California
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriott, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.  
               
                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices
are obtained by TCR editors from a variety of outside sources
during the prior week we think are reliable.  Those sources may
not, however, be complete or accurate.  The Monday Bond Pricing
table is compiled on the Friday prior to publication.  Prices
reported are not intended to reflect actual trades.  Prices for
actual trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy
or sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR,
is provided by DebtTraders in New York. DebtTraders is a
specialist in global high yield securities, providing clients
unparalleled services in the identification, assessment, and
sourcing of attractive high yield debt investments. For more
information on institutional services, contact Scott Johnson at
1-212-247-5300. To view our research and find out about private
client accounts, contact Peter Fitzpatrick at 1-212-247-3800.
Real-time pricing available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book
of interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.
                  
                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette
C. de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter
A. Chapman, Editors.

Copyright 2002.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.  Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.

The TCR subscription rate is $625 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                   *** End of Transmission ***