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        T R O U B L E D   C O M P A N Y   R E P O R T E R

          Thursday, September 12, 2002, Vol. 6, No. 181     

                          Headlines
      
ADELPHIA COMMS: Brings-In PricewaterhouseCoopers As Accountants
AMERISTAR CASINOS: S&P Ups Corp. Credit & Sr Debt Ratings to BB-
ANC RENTAL: Seeks Approval to Assume & Sell Hobby Airport Parcel
BORDEN CHEMICALS: Has Until October 26 to Decide on Leases
BUDGET GROUP: Retaining KPMG as Financial Advisor and Auditor

BURLINGTON INDUSTRIES: Proposes Claim Settlement Procedures
CABLE SATISFACTION: S&P Cites Liquidity Concerns & Starts Watch
CALPINE: Continuing to Evaluate Potential Non-Core Asset Sales
CALYPTE BIOMEDICAL: Anthony Rieden Discloses 5.1% Equity Stake
CAPITOL COMMUNITIES: Arkansas Court Dismisses Unit's Ch. 11 Case

CLEARCOM LP: Ability to Continue as a Going Concern Doubtful
COLUMBUS MCKINNON: S&P Cuts Corporate Credit Rating To B From B+
COMDIAL: AAA Orders ePhone to Pay $1.7MM For Arbitration Damages
COVANTA ENERGY: Wants to Assume Tampa Bay Water Contract
DOMAN IND: Defers Interest Payment On 8.75% $388MM Senior Notes

ENRON: Creditors' Committee Suing Michael Kopper & LJM2 Capital
EPIC RECEIVABLES: Fitch Hatchets Ratings To Low-B & Junk Levels
E.SPIRE COMMS: Looks to Extend and Modify DIP Credit Agreement
EXODUS COMMS: Asks for Extension of Removal Deadline to Nov. 22
FIRST ALLIANCE: Federal Judge OKs $60M Settlement With Borrowers

FLAG TELECOM: Court Extends Lease Decision Time to Nov. 8
FOAMEX INT'L: Revises GFI Carpet Sale Terms With Leggett & Platt
FRUIT OF THE LOOM: Will Auction 6 Non-Operating Real Properties
GLOBAL CROSSING: Court Okays Proposed Fee Procedures Protocol
GREAT POINT CBO: Fitch Lowers Ratings on Four Classes of Notes

GROUP TELECOM: Obtains Extension of CCAA Protection to Sept. 19
HYPERION 2002 TERM TRUST: Set To Terminate On November 29, 2002
INACOM: Wants to Extend Plan Filing Exclusivity Until Dec. 3
INTRAWEST CORP: S&P Rates $125 Mil. Senior Unsecured Notes at B+
JEFFERSON SMURFIT: Moody's Rates Proposed $700MM Sr. Notes at B2

J.H. WHITNEY: Fitch Further Junks Rating On Class D Notes
KMART CORP: Appaloosa et al Move to Investigate Asset Transfers
LAIDLAW: W.D.N.Y. Court Approves Global Settlement Agreement
LAIDLAW INC: Reports Results for Third Quarter of Fiscal 2002
LEAP WIRELESS: S&P Further Junks Corporate Credit Rating to CC

MATLACK SYSTEMS: Wants Exclusive Period Extended to October 22
MCMS INC: Wins Nod to Use Additional Lehman's Cash Collateral
MISSISSIPPI CHEMICAL: Moody's Junks Sr. Notes With Neg. Outlook
NATIONAL STEEL: Court Extends IRS Claims Bar Date to Jan 3, 2003
NATIONSRENT INC: Parties Agree to Maintain Peace Until Oct. 10

OWENS CORNING: Owens-Illinois Wants To See Kaylo Asbestos Docs.
OZ COMMS: Sets Annual Shareholders' Meeting For September 17
PENN TREATY: S&P Assigns CC Rating to $74.75MM 6.25% Sub. Notes
PENTACON INC: Court Confirms Chapter 11 Plan Of Reorganization
PENTACON INC: Anixter To Acquire Assets On September 20

PILLOWTEX CORPORATION: President & COO Tony Williams Leaves Post
PRECISION SPECIALTY: Panel Hires Campbell & Levine as DE Counsel
PROVANT: Strategic Acquisition Spurs Non-Compliance with Nasdaq
PSINET INC: Stipulation Extends Qwest Admin Bar Date to Sept. 15
QWEST: S&P Affirms B- & Junk Ratings on 3 Synthetic Transactions

ROYSTER-CLARK: S&P Puts Ratings on Watch With Neg. Implications
SAMSONITE CORP: Reports $11.6MM Net Loss For Second Quarter
SMARTSERV: Completes $3.5MM Equity Financing & Restructures Debt
SUPER DISCOUNT: Intends To File Plan of Liquidation Soon
TITANIUM METALS: S&P Cuts Rating to B- Over Expected Weak Demand

TRANSCARE CORPORATION: Lenders Advance $2.5 Million DIP Facility
UNIROYAL TECHNOLOGY: Taps Bankruptcy Services as Claims Agent
US AIRWAYS: Employs Logan & Company As Claims & Noticing Agent
US STEEL: S&P Assigns Low-B Preliminary Ratings to $600MM Shelf
UTG COMMS: Independent Auditors Air Going Concern Doubts

WILLIAMS: Court Okays Hennigan's Retention as Special Counsel
WORLDCOM INC: Dobie Seeks To Annul Stay to Pursue Florida Action
WORLDCOM INC: Initiates Search For Long-Term Chief Executive

* DebtTraders' Real-Time Bond Pricing

                          *********

ADELPHIA COMMS: Brings-In PricewaterhouseCoopers As Accountants
---------------------------------------------------------------
Myron Trepper, Esq., at Willkie Farr & Gallagher, in New York,
relates that following public disclosures regarding its co-
borrowing agreements, the Adelphia Communications Debtors failed
to make a timely filing of their annual 10-K report that was due
on April 1, 2002.

On May 14, 2002, Deloitte & Touche LLP, the ACOM Debtors' former
accountants, suspended its audit of the financial statements for
the year ended December 31, 2001.

About two weeks before the Petition Date, the ACOM Debtors
terminated Deloitte's engagement.  On June 13, 2002, the ACOM
Debtors retained PricewaterhouseCoopers to replace Deloitte and
provide general audit and accounting services.  Now, the ACOM
Debtors seek the Court's authority to employ PwC to perform
necessary auditing and financial advisory services.

PwC entered these cases during a critical time when the Debtors
were preparing for their entry into Chapter 11.  In addition to
devoting resources necessary to get up to speed quickly with the
scope of the Debtors' operations and finances in order to
provide auditing services in a crisis situation, PwC also spent
an enormous amount of time performing its conflicts check
without the benefit of the lead time afforded the Debtors' other
professionals had.

According to Mr. Trepper, PwC is a multinational accounting firm
that provides auditing services, accounting advice, and
financial consulting and advisory services.  In addition, PwC
has provided auditing and financial advisory services to clients
in a variety of industries, including the cable industry.  For
example, PwC has performed a variety of professional services
for cable operators including AT&T Broadband and Comcast.  Thus,
the Debtors believe that PwC is well qualified to serve as their
auditors and accountants in these Chapter 11 cases.

The Debtors require the services of PwC to provide services in
two primary areas -- forensic accounting services and auditing
services -- relating to the Debtors' financial statements and
performance of other tax and tax-related consulting services.

Among the services to be provided to the Debtors in these cases,
PwC will:

-- consult with the Debtors regarding any accounting and
   financial reporting matters and provide related assistance
   with any regulatory investigations and litigation;

-- audit the consolidated financial statements of the Debtors as
   of December 31, 2001 and 2000 and for each of the three years
   in the period ending December 31, 2001 or any other periods
   as the Debtors may deem appropriate or necessary and
   warranted under the circumstances;

-- consult with the Debtors' management in connection with
   operational, financial and other business matters relating to
   accounting, auditing and general tax matters as the same
   pertains to ongoing activities; and

-- consult with the Debtors regarding financial reporting
   controls and procedures; and provide any other accounting,
   tax and consulting services as may be requested by the
   Debtors.

PwC will seek compensation for partners and staff members at the
firm's regular hourly rates.  Additionally, PwC will seek
reimbursement of out-of-pocket expenses incurred in performing
services for the Debtors.  The current range of hourly rates
payable to PwC for services is:

      National Consulting Partner       $800
      Partner                            650 - 750
      Director/Senior Manager            550 - 595
      Manager                            415 - 480
      Senior Associate                   280 - 350
      Associate                          180 - 230
      Administrative Assistant            90

These rates are subject to periodic adjustment based on economic
and other conditions.

PwC Partner Harvey R. Kelley, III, informs the Court that during
the 90-day period prior to the Petition Date, PwC received
$1,787,606.48 from the Debtors for professional services
rendered and expenses incurred.  In addition, PwC received
$350,000 in unapplied advance payments from the Debtors.  A
precise disclosure and reconciliation of the remaining amount of
the prepetition retainer held by PwC, or any unpaid fees or
expenses owing as of the Petition Date will be supplied during
the fee application process and in accordance with the Interim
Compensation Procedures Order.  PwC has received no other
compensation from the Debtors or any other party-in-interest in
connection with these Chapter 11 cases.

Mr. Kelley assures the Court that the principals and
professionals of PwC:

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

   -- do not hold or represent an interest adverse to the
      estate; and

   -- are "disinterested persons" within the meaning of Section
      101(14) of the Bankruptcy Code. (Adelphia Bankruptcy News,
      Issue No. 16; Bankruptcy Creditors' Service, Inc.,
      609/392-0900)

DebtTraders reports that Adelphia Communications' 8.375% bonds
due 2008 (ADEL08USR1) are trading between 43.5 and 45.5 . See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL08USR1
for more real-time bond pricing.


AMERISTAR CASINOS: S&P Ups Corp. Credit & Sr Debt Ratings to BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
and senior secured debt ratings on Las Vegas, Nevada-based
Ameristar Casinos Inc. to double-'B'-minus from single-'B'-plus
and its subordinated debt rating to single-'B' from single-'B'-
minus. The outlook is stable.

The upgrade followed the company's continued steady operating
results for the six months ended June 30, 2002, and reflected
the expectation that this trend will continue in the near term.
The upgrade also reflects the successful completion and opening
of the St. Charles, Missouri, expansion.

Credit measures have remained solid in 2002 due to the steady
operating results and the completion of a late 2001 equity
offering even though total debt outstanding at June 30, 2002, of
about $715 million, was higher than a year earlier.

"Ratings stability reflects the expectation that Ameristar will
maintain its leading market positions and that the company's
overall financial profile will gradually improve and provide
flexibility to pursue growth opportunities," said Standard &
Poor's credit analyst Michael Scerbo.

Ameristar's $190 million renovation and expansion at St.
Charles, Missouri, should further enhance the property's
competitive position in the St. Louis marketplace. While the
potential exists for an additional competitor in south St.
Louis, the quality of the Ameristar facility and its established
customer base is expected to limit downside risk. In Kansas
City, the recent completion of a $20 million parking garage, as
well as other renovations, is expected to enhance the property's
position in the future.

The company is expected to maintain sufficient liquidity with
approximately $40 million in a bank revolving credit facility
availability at June 30, 2002, the completion of the majority of
expansion capital spending, and thus significant expected free
cash flow generation. In addition, a light debt maturity
schedule during the next few years provides additional financial
flexibility.


ANC RENTAL: Seeks Approval to Assume & Sell Hobby Airport Parcel
----------------------------------------------------------------
Alamo Rent-A-Car LLC and Powell Land Management Company entered
into a Lease Agreement dated December 31, 1992 for an off-
airport 4.6-acre parcel of land east of the Houston Hobby
Airport at the southwest corner of Monroe and Panair Street.

Since the consolidation of Alamo and National brand names at the
Houston Hobby airport, ANC has taken up residence at the
National facility at the airport.  Thus, the Alamo premises is
now vacant and can be rejected, subleased, or purchased by the
Debtors.  The base monthly rental for the property is $6,525 and
the current lease term expires on December 31, 2002.  The
Debtors have the right to purchase the property during the last
three months of the initial lease term by exercising its option
no later than 90 days prior to the termination date.  The
purchase price is fixed at $3.45 per square foot of the property
or $691,300.

ANC Rental Corporation and its debtor-affiliates seek the U.S.
Bankruptcy Court for the District of Delaware's authority to
assume the lease and exercise the purchase option under the
lease. Simultaneously, the Debtors propose to execute an
agreement with LPC Commercial Services for the sale of the
property.

Pursuant to the LPC sale agreement, LPC will pay the Debtors
$921,000, consisting of the purchase price, the deposit plus
interest and $180,000 following completion of an inspection of
the property, plus all closing costs.  LPC agrees to pay the
Debtors the purchase price at least three days prior to the
closing date plus all closing costs.  To secure its performance
of its obligations under the agreement, LPC will deposit $50,000
into an interest bearing escrow account.  If, after completing
inspection of the property, LPC does not terminate the LPC
Agreement, the escrow agent will deliver the $50,000 to the
Debtors.  No later than three days following the completion of
the inspection, LPC will deliver $180,000 to the Debtors.  The
deposit and the $180,000 are non-refundable to LPC and are not
an offset to the purchase price.

Although the Debtors believe that LPC's offer represents the
highest and best offer for the property, the Debtors reserve the
right to withdraw or amend this Motion if, prior to the entry of
an Order approving the LPC Agreement, they receive a higher and
better offer for the property.

Bonnie Glantz Fatell, Esq., at Blank Rome Comisky & McCauley
LLP, in Wilmington, Delaware, asserts that the relief requested
should be granted because the Debtors will realize a net gain of
$230,000 plus interest by entering into the LPC Sale Agreement.
(ANC Rental Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


BORDEN CHEMICALS: Has Until October 26 to Decide on Leases
----------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Delaware, Borden Chemicals and Plastics Operating Limited
Partnership and its debtor-affiliates obtained an extension of
their lease decision period.  The Court gives the Debtors until
October 26, 2002, to decide whether to assume, assume and
assign, or reject their unexpired nonresidential real property
leases.

Borden Chemicals and Plastics Operating Limited Partnership,
producer PVC resins, filed for chapter 11 protection on April 3,
2001. Michael Lastowski, Esq. at Duane, Morris, & Hecksher
represents the Debtors in their restructuring efforts. Kurt F.
Gwynne, Esq. and Kimberly E. C. Lawson, Esq. at Reed Smith LLP
represent the Official Unsecured Creditors' Committee in these
chapter 11 proceedings.


BUDGET GROUP: Retaining KPMG as Financial Advisor and Auditor
-------------------------------------------------------------
Budget Group Inc., and its debtor-affiliates seek the U.S.
Bankruptcy Court for the District of Delaware's authority to
employ and retain KPMG LLP as their financial advisor and
auditor pursuant to Sections 327(a) and 105(a) of the Bankruptcy
Code.

Robert L. Aprati, the Debtors' Executive Vice President, General
Counsel and Secretary, tells the Court that in light of the size
and complexity of these Chapter 11 cases, the Debtors require
the services of experienced financial advisors.  KPMG has
experience in providing financial advisory services in
restructurings and reorganizations and enjoys an excellent
reputation for the services it has rendered in large and complex
Chapter 11 cases on behalf of debtors and creditors.  
Specifically, in the District of Delaware, KPMG has provided
financial advisory services in complex cases including: Genesis
Health Ventures, Integrated Health Services, E. Spire
Communications, Exodus Communications and Caribbean Petroleum
LP, McCrory Corporation, Federal Mogul Corporation and United
Petroleum.  Additionally, KPMG has acted as financial advisors
in other recent cases, including: Comdisco Inc., Kmart, APW,
Formica, Bethlehem Steel Corporation, Logix Communication,
Aladdin Gaming Holdings Inc. and Casual Male.

Mr. Aprati relates that the Debtors and KMPG entered into a
Financial Advisory Retention Agreement on July 23, 2002.  The
Financial Advisory Retention Agreement describes the anticipated
financial advisory services to be provided by KPMG to the
Debtors during the course of these Chapter 11 cases.  KPMG has
been providing financial advisory services to the Debtors since
May 22, 2002.  On June 24, 2002, the Debtors also selected KPMG
to perform the accounting and auditing work required by the
Debtors. The Debtors have an agreement with KPMG for KPMG to
perform accounting and auditing services for the Debtors based
on hourly rates.

The Debtors believe that KPMG is qualified and able to provide
services to the Debtors in a cost effective and timely manner.
Mr. Aprati points out that KPMG is familiar with the Debtors and
their business by virtue of the financial advisory services and
auditing work provided prepetition.  Additionally, until 1999,
KPMG provided audit and other advisory services to the Debtors
and their predecessors.

The Debtors anticipate that KPMG will render financial advisory
and auditing services, as needed throughout the course of these
Chapter 11 cases, including:

A. Financial Advisory Services:

   -- Assistance in the preparation of reports or filings as
      required by the Bankruptcy Court or the Office of the
      United States Trustee, including, but not limited to
      Schedules of Assets and Liabilities, Statements of
      Financial Affairs, mailing matrices and monthly operating
      reports;

   -- Assistance in the preparation of financial information for
      distribution to creditors and other parties-in-interest,
      including but not limited to analyses of cash receipts and
      disbursements, financial statement items and proposed
      transactions for which Bankruptcy Court approval is
      sought;

   -- Assistance with analysis, tracking and reporting regarding
      cash collateral and any debtor-in-possession financing
      arrangements and budgets;

   -- Assistance with implementation of bankruptcy accounting
      procedures as required by the Bankruptcy Code and
      generally accepted accounting principles, including
      Statement of Position 90-7;

   -- Assistance with formulating a plan of reorganization and
      preparation of an accompanying disclosure statement;

   -- Assistance with issues relating to the confirmation of a
      plan of reorganization, including assistance with claims
      resolution and the preparation of liquidation analyses;

   -- Analysis of assumption and rejection issues regarding
      executory contracts and leases;

   -- Evaluation of potential employee retention and severance
      plans;

   -- Assistance with identifying and implementing potential
      cost containment opportunities;

   -- Assistance in preparing communications to employees,
      customers and creditors;

   -- Assistance to the Company with due diligence activities
      for the purpose of obtaining DIP financing.  This
      assistance will include accumulating and summarizing
      information related to accounts receivable, fleet assets,
      the borrowing base calculation and the repurchase
      agreements; and

   -- providing any other financial and business advisory
      services as required by the Debtors and their legal
      counsel.

B. Auditing Services:

   -- Audit and review examinations of the financial statements
      of the Debtors as may be required from time to time;

   -- Analysis of accounting issues and advice to the Debtors'
      management regarding the proper accounting treatment of
      events;

   -- Assistance in the preparation and filing of the Debtors'
      financial statements and disclosure documents required by
      the Securities and Exchange Commission;

   -- Assistance in the preparation and filing of the Debtors'
      registration statements required by the Securities and
      Exchange Commission in relation to debt and equity
      offerings;

   -- Performance of any necessary agreed upon procedures either
      required or requested in connection with the Debtors' new
      or existing credit facilities; and

   -- Performance of other accounting services for the Debtors
      as may be necessary or desirable.

KPMG Principal Kevin A. Krakora assures the Court that the firm
is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.  In addition, KPMG does not hold
or represent an interest adverse to the estates that would
impair KPMG's ability to objectively perform the services for
the Debtors in accordance with Section 327 of the Bankruptcy
Code. However, KPMG currently performs or has gas previously
performed services in matters unrelated to these cases to these
entities: ACE USA, AIG, ACN, Ameritrade, Arthur Andersen LLP,
AT&T, Autohansa Autovermietung E Siebert GmbH, Avaya Financial
Services, Avenir Location S.A., AXA Financial Inc., Bank of
America N.A., Bank of Montreal, Bank Polska Kasa Opieki S.A.,
Bankers Trust Co., Bear Sterns Securities Corp., BNP Paribas,
Boston Safe Deposit & Trust Co., British Telecom, Sable &
Wireless, Callaway Golf, Camfox Pty. Ltd., Cariex Sarl, Carlson
Marketing Group, Cendant, Cerberus Partners L.P., Charles Schwab
& Co., Chase Manhattan Bank, Cigna Investments, Citibank N.A.,
City of Los Angeles, Comdisco UK Ltd., Commerzbank
Aktiengesellschaft, Computer Science Corp., Conway Del Genio
Gries & Co., Credit Agricole Indosuez, Credit Industriel Et
Commercial, Credit Lyonnais, Credit Suisse First Boston,
DaimlerChrysler, Dayton Auto Lease Co., Deutsche Bank,
Dimensional Fund Advisors, Directors Row Management Co., DK
Acquisition Partners LP, Donaldson Lufkin & Jenrette Securities
Corp., Dresdner Bank, Ernst & Young, Erste Bank Der
Oesterreichischen Sparkassen AG, Federal Insurance, Financiere
Orix, Fleet Bank N.A., Ford Motor Co., GE Capital, Goldman
Sachs, General Motors, Goodyear Tire & Rubber, Hawkeye Capital,
Hyundai, Imperial Bank, Jefferies & Co., Investors Bank & Trust
Co., JP Morgan Chase Bank, Lazard Freres & Co., Lloyd's, Merill
Lynch Pierce Fenner & Smith Inc., Morgan Stanley & Co., National
Finances Services, Nissan, Nomura Securities, Oppenheimer, Perot
Systems, Prudential Securities, Salomon Smith Barney, Ryder TRS
Inc., Sanford Miller, State Street Bank, Sumitomo Mitsui Banking
Corp., Starcom Worldwide, Bank of New York, Bank of Nova Scotia,
Fuji Bank, Bank of Tokyo-Mitsubishi, IMP Worldwide, Toyota, UBS
Paine Webber, Washington Mutual Bank, Wells Fargo Bank,
Wilmington Trust Co., and Zurich Insurance.

Mr. Krakora admits that KPMG has received a $200,000 retainer in
connection with prepetition auditing services, preparing for the
filing of these Chapter 11 cases and for its proposed
postpetition work on behalf of the Debtors.  KPMG continues to
hold this amount as a general retainer, which will be applied
against the postpetition fees and expenses of KPMG.  Moreover,
in addition to the Retainer, within 90 days prior to the
Petition Date, KPMG has received $1,223,407 on account of
financial advisory services rendered in contemplation of, or in
connection with, these bankruptcy cases, and $165,625 on account
of auditing services.

Mr. Krakora informs the Court that KPMG's requested compensation
for the Services rendered to the Debtors will be based upon the
hours actually expended by each assigned professional extended
by that professional's hourly billing rate.  The normal and
customary hourly rates for financial advisory services to be
rendered by KPMG are:

      Partners/Principals          $540 - $570
      Directors                    $420 - $480
      Managers                     $330 - $390
      Senior Associates            $240 - $300
      Associates                   $150 - $210
      Paraprofessionals            $120

The normal and customary hourly rates for the accounting and
auditing services to be provided by KPMG are:

      Partners                     $415 - $550
      Senior Managers              $375 - $500
      Managers                     $250 - $380
      Senior Associates            $165 - $330
      Associates                   $150 - $200

With respect to the auditing services to be provided by KPMG,
the Debtors are seeking approval of KPMG's retention as auditor
without KPMG being required to submit detailed billing
statements and report the time incurred by KPMG's professionals
in tenths of an hour increments.  Rather, KPMG's time summary
will provide these information:

-- the aggregate number of hours worked by each professional      
   over the applicable time period,

-- the hourly rate charged by the professional,

-- the total fees due to KPMG with respect to the audit and
   accounting services, and

-- a brief description of the audit and accounting services
   performed by KPMG over the applicable time period.

Mr. Krakora submits that given the nature of the audit and
accounting services to be provided by KPMG, this time detail
will be sufficient for all the Debtors and other parties-in-
interest to make an informed judgment regarding the nature and
appropriateness of the auditing fees.  The Debtors believe that
this arrangement for the auditing services will properly provide
sufficient detail for the Debtors and other parties-in-interest
to be fully informed of the nature and appropriateness of the
fees being charged by KPMG.  Moreover, requiring KPMG to submit
detailed time records for non-bankruptcy related auditing
services would unduly burden the estates and KPMG. (Budget Group
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   

DebtTraders reports that Budget Group Inc.'s 6.850% bonds due
2007 (BD07USR1) are trading between 17 and 22. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BD07USR1for  
more real-time bond pricing.


BURLINGTON INDUSTRIES: Proposes Claim Settlement Procedures
-----------------------------------------------------------
From time to time, certain claims and controversies are raised
by or against one or more of Burlington Industries, Inc., and
its debtor-affiliates, relating to the day-to-day operation of
their businesses and ownership of properties.  Most of these
Actions fall within these categories:

   -- disputes with customers, vendors or other third parties
      involving breach of contract, warranty and other related
      claims;

   -- collection proceedings against customers or other third
      parties for amounts owed to the Debtors for goods and
      services provided;

   -- disputes with current and former employees involving the
      terms and conditions of employment or relating to the
      termination of employment;

   -- claims brought by customers or other third parties seeking
      damages for personal injury or property loss allegedly
      caused by:

      (a) tortious acts of the Debtors' employees or other
          agents,

      (b) the condition of the Debtors' displays, equipment or
          other property, or

      (c) the services provided or products sold or distributed
          by the Debtors; and

   -- disputes between the Debtors and local, state or federal
      agencies.

The Debtors ask the Court to approve uniform Settlement
Procedures allowing the Debtors, in their sole discretion, to
compromise and settle the Actions, whether arising from
prepetition or postpetition transactions, without further Court
approval.  Burlington also wants permission to make payments to
satisfy any settlement of any Action.

Rebecca L. Booth, Esq., at Richards, Layton & Finger P.A., in
Wilmington, Delaware, relates that certain of the Actions are or
will be covered by insurance maintained by the Debtors, while
some of the Actions are the subject of formal judicial or
administrative proceedings.  Other Actions are still in a pre-
litigation stage.

Pursuant to the Settlement Procedures, Ms. Booth points out that
the relief requested will:

(a) with respect to Actions against the Debtors,

   -- permit the parties to recover the settlement amount from
      available insurance proceeds if the action is covered by
      the Debtors' insurance policies,

   -- allow a general unsecured claim against the Debtors
      pursuant to reorganization plans,

   -- make Authorized Payment upon the parties' entry into the
      settlement, and

(b) with respect to the Debtors' Action against a third party,
    accept payments to satisfy the liabilities asserted in the
    Action.

The total settlement amount for both instances will be within
the sole discretion of the Debtors, provided that the amount may
not exceed $50,000 and the total of the Settlement Amounts will
be limited to a maximum of $3,000,000.

Ms. Booth clarifies that the Settlement Procedures will not
apply to any compromise settlement of an Action that involves an
"insider".

Ms. Booth further relates that the Debtors will prepare a report
itemizing each consummated settlement within 30 days after the
end of each calendar quarter.  The quarterly report will
generally contain this information:

   -- the names of the settling parties;

   -- whether the Action was by or against the applicable  
      Debtors or Debtors;

   -- the Settlement Amount;

   -- the general unsecured claim, if any, allowed in connection
      with the settlement; and

   -- the Authorized Payment, if any, made in connection with
      the settlement.

The Debtors believe that, in light of the number of Actions,
which may be resolved consensually, the process of drafting,
filing, serving and conducting hearings would be impractical and
burdensome for the Debtors' estates and the Court.  In addition,
Ms. Booth contends, the payment of Authorized Payments will:

   (a) encourage parties to resolve as any of the Actions
       possible -- eliminating unnecessary expenditures of time
       and estate assets with respect to those claims; and

   (b) eliminate the need to revisit the settlements entered
       into pursuant to the Settlement Procedures during the
       claims resolution and plan distribution process.
(Burlington Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


CABLE SATISFACTION: S&P Cites Liquidity Concerns & Starts Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its single-'B'-minus
long-term corporate credit and triple-'C'-plus senior unsecured
debt ratings on Cable Satisfaction International Inc. (CSII) on
CreditWatch with negative implications. CSII, through its wholly
owned subsidiary Cabovisao-Televisao por Cabo S.A., is the
second-largest cable television service provider in Portugal.
The company had C$351.0 million total lease-adjusted debt
outstanding at June 30, 2002.

"The CreditWatch placement reflects Standard & Poor's increased
concerns over anticipated limited availability under CSII's
credit facility, particularly at year-end 2002 and during the
first quarter of 2003," said Standard & Poor's credit analyst
Barbara Komjathy. "Although CSII has strengthened its business
profile considerably over the past two years, as reflected by
its completed fiber-optic broadband network and rapid subscriber
acquisitions, the company's financial position remains
vulnerable," Ms. Komjathy added.

In September 2001, CSII amended its Euro 260 million secured
revolving credit facility due December 2008 to include a one-
year Euro 100 million secured term-loan tranche maturing
September 2002. In August 2002, CSII indicated that it exercised
its option to extend the term loan to December 31, 2002. The
term and revolving facilities cannot be drawn at the same time.
CSII intends to refinance the term facility from proceeds of its
revolver tranche. The credit facilities are subject to a
borrowing base, which is dependent on revenue and EBITDA
measures. Standard & Poor's is concerned that CSII will not be
able to generate sufficient EBITDA over the next several
quarters to allow the refinancing of its term facility or fund
capital requirements in a way that does not stifle subscriber,
and thus, EBITDA growth.

CSII's senior unsecured notes are currently rated one notch
lower at triple-'C'-plus than the single-'B'-minus corporate
credit rating. The one-notch differential reflects the amount of
secured debt relative to the company's asset base. Upon
resolution of the CreditWatch placement, the senior unsecured
notes may be downgraded to triple-'C', two notches below the
corporate credit rating, if the company is expected to use its
revolving credit facility over the next two years to such an
extent that total secured debt exceeds Standard & Poor's ratings
criteria.

At June 30, 2002, CSII had passed 710,820 homes with cable plant
of the nearly 4.5 million homes in its franchise areas in
Portugal, which represents 90% of total households and 84% of
the country's geographic area. Although the company's markets
are not legal monopolies, CSII has a first-to-market advantage
in some of its service territory and also has the ability to
offer bundled services, an important competitive edge. CSII's
basic cable television subscriber base grew by 27.9% to 209,687,
its pay television subscriber base grew by 34.3% to 49,700
customers, and its high-speed Internet subscriber base grew by
55.9% to close to 48,300 customers during the first six months
of 2002. CSII also offers telephony over its fiber-optic plant,
currently on a circuit-switched basis, with the customer base
increasing by 113.0% to 123,550 over the first six months of
2002.

The resolution of the CreditWatch placement is dependent on
CSII's ability to generate sufficient EBITDA over the next
several quarters to ensure continuing access to its credit
facilities, or to potentially amend its bank agreement to
increase availability, or to secure an alternate source of
funding.


CALPINE: Continuing to Evaluate Potential Non-Core Asset Sales
--------------------------------------------------------------    
Calpine Corporation (NYSE: CPN) provided an update of its non-
strategic asset sales program for 2002 consisting of
approximately $650 million of potential asset sales that would
enhance liquidity and strengthen its balance sheet.  Since
January 2002, more than $260 million of asset sales have been
identified:
    
    --    Calpine sold its 11.4 percent minority interest in the
          200-megawatt Lockport Power Plant for approximately
          $27 million to Fortistar LLC.  This transaction was
          completed in the first quarter of 2002.

    --    The company announced plans to sell its 180-megawatt
          De Pere Energy Center peaking facility to Wisconsin
          Public Service for $120 million.  This transaction is
          expected to close in the fourth quarter of 2002.

    --    Last month, the company completed the sale of certain
          non-strategic Canadian oil and gas properties for
          approximately $81 million.

    --    Termination of a Canadian power development
          partnership resulted in the reimbursement to Calpine
          of approximately $14 million of development costs.

    --    Calpine has entered into a letter of intent to sell
          two of its General Electric LM6000 combustion gas
          turbines.  The company expects to complete this asset
          sale in the fourth quarter of 2002.
  
"We are very pleased with the progress made to date on the sale
of non-strategic assets.  Calpine remains focused on further
enhancing our liquidity position and improving our balance
sheet, while preserving the long-term value of our business,"
stated Bob Kelly, Calpine CFO and executive vice president.

The company continues to evaluate the potential sales of certain
assets, including additional oil and gas properties, power sales
agreements and non-strategic power assets.  Any future asset
sales could involve Calpine receiving the purchase price in the
form of cash or the combination of cash and Calpine debt
securities as consideration for the assets.  Any debt securities
offered as consideration could include securities currently held
by the purchaser, or securities acquired in open market
purchases or privately negotiated transactions.

Based in San Jose, California, Calpine Corporation is an
independent power company that is dedicated to providing
customers with clean, efficient, natural gas-fired power
generation.  It generates and markets power through plants it
develops, owns and operates in 23 states in the United States,
three provinces in Canada and in the United Kingdom.  Calpine
also is the world's largest producer of renewable geothermal
energy, and it owns approximately 1.1 trillion cubic feet
equivalent of proved natural gas reserves in Canada and the
United States.  The company was founded in 1984 and is publicly
traded on the New York Stock Exchange under the symbol CPN.  For
more information about Calpine, visit its Web site at
http://www.calpine.com

Calpine's June 30, 2002 balance sheet shows a working capital
deficit of about $369 million and a greater than 4:1 debt-to-
equity ratio.  

DebtTraders reports Calpine Corp.'s 8.750% bonds due 2007
(CPN07USN1) are trading between 60 and 65. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CPN07USN1for  
more real-time bond pricing.


CALYPTE BIOMEDICAL: Anthony Rieden Discloses 5.1% Equity Stake
--------------------------------------------------------------
Anthony L.M. Inder Rieden beneficially owns, with sole powers of
voting and disposition of, 4,324,490 shares of the outstanding
common stock of Calypte Biomedical Corporation.  This amount
represent 5.1% of said outstanding common stock.  Mr. Inder
Rieden is an investment manager and President of Camden
International Ltd., Nassau, Bahamas.

Calypte Biomedical's urine-based HIV-1 test is touted as having
several benefits over blood tests, and has received FDA approval
for use in professional laboratories. The test is also available
in China, Indonesia, Malaysia, and South Africa. The company
would like to extend its HIV test by making it faster and
adapting it for over-the-counter sale. The firm is working on
urine- and blood-based tests for other diseases and participates
in a national HIV testing service known as Sentinel. Calypte
Biomedical also owns about 30% of Pepgen, which is developing an
interferon-based drug to treat multiple sclerosis.

As previously reported in the Troubled Company Reporter,
Calypte's June 30, 2002 balance sheet shows a total
shareholders' equity deficit of about $7.5 million.


CAPITOL COMMUNITIES: Arkansas Court Dismisses Unit's Ch. 11 Case
----------------------------------------------------------------
Capitol Communities Corporation (OTC Bulletin Board: CPCY)
announced the United States Bankruptcy Court for the Eastern
District of Arkansas, Little Rock Division has dismissed the
Chapter 11 filing of its wholly owned subsidiary, Capitol
Development of Arkansas, Inc. Capitol Development has paid its
secured and unaffiliated creditors instead of filing a plan of
reorganization. The dismissal was effective Friday, September 6,
2002.

As part of the Company's effort to expand and develop its real
estate operations, it has appointed Ashley Barrett Bloom as a
Vice President of the Company. Mr. Bloom, a 1996 graduate of
Lehigh University, is a certified public accountant. He worked
for Coopers & Lybrand in Financial Advisory Services
specializing in corporate finance and financial modeling prior
to becoming an executive in the real estate development
industry. In his capacity as Vice President, Mr. Bloom will
oversee real estate development acquisitions and activities for
the Company. "Ashley Bloom brings to Capitol Communities a
wealth of knowledge and experience in the vibrant South Florida
real estate market," said Michael G. Todd, President and CEO.

Capitol Communities Corporation, through its subsidiary,
currently owns approximately 700 acres of land in the master
planned community of Maumelle, Arkansas. Maumelle is a planned
city with about 12,000 residents located directly across the
Arkansas River from Little Rock. Maumelle contains a full
complement of residential, industrial and commercial
development.


CLEARCOM LP: Ability to Continue as a Going Concern Doubtful
------------------------------------------------------------
ClearComm, L.P. is a limited partnership organized on January
24, 1995 under the laws of the State of Delaware.  The
Partnership was formed to file applications with the Federal
Communications Commission  under personal communications service
frequency Block C, originally restricted to minorities, small
businesses and designated entities, to become a provider of
broadband PCS.   The Partnership will terminate on December 31,
2005, or earlier upon the occurrence of certain specified events
as detailed in the Partnership Agreement.

SuperTel Communications Corp., a Puerto Rico corporation, is the
General Partner.  Its total share of the income and losses of
the Partnership is 25% in accordance with the Partnership
Agreement. Approximately 1,600 limited partners also invested in
the Partnership through a private placement.

On January 22, 1997, the Partnership was granted the PCS Block C
licenses for Puerto Rico and certain cities in California.

On February 4, 1999, the Partnership entered into a joint
venture agreement with Telefonica Larga Distancia De Puerto
Rico, Inc. to jointly develop and operate certain PCS licenses
in Puerto Rico. Among the most important provisions of the Joint
Venture Agreement are the following:

The Partnership transferred all of its Puerto Rico PCS licenses,
including its related debt with the FCC, to NewComm Wireless
Services, Inc., a newly organized Puerto Rico corporation, in
exchange for all of NewComm's issued and outstanding common
stock.

TLD loaned approximately $20 million to NewComm by means of a
secured convertible promissory note payable.  The Promissory
Note is secured by a security agreement pursuant to which a
security interest is imposed upon NewComm's assets, a
Partnership guarantee and a pledge agreement, as defined.

Once certain regulatory and other requirements are met, the
Promissory Note will be converted to NewComm's common stock
representing approximately 49.9% of NewComm's equity at the time
of the exchange. Originally, TLD had the option to buy an
additional .2%, which would have brought its ownership to 50.1%,
subject to a third party valuation of NewComm's stock and
approval by the FCC. On June 26, 2001, the Joint Venture
Agreement was amended eliminating the TLD Option to buy the
additional 0.2%. However, by means of a Stock Purchase Agreement
dated March 12, 2002, and subject to certain conditions, the
Partnership has agreed to sell an amount of shares equal to 0.2%
of NewComm to TLD.

The new Sale Agreement provides that at any time after 14 months
from the signing of the Stock Purchase Agreement with TLD, that
is, any time after May 2003, ClearComm (or TLD), as the case may
be, may trigger a shareholder obligation to sell NewComm.  
Within 30 days of a notice of sale, TLD (or ClearComm as the
case may be) would have the right to purchase ClearComm's (or
TLD's) interest. The purchase price to be paid at that time
would be based on a valuation performed by the investment
banking firm that prepared the one under the Stock Purchase
Agreement.  If TLD does not exercise its right to buy out
ClearComm's interest, the shareholders will be bound to proceed
with the sales  process to attempt a sale of NewComm.

All shareholders are bound to cooperate and undertake all that
is necessary in that effort.  Further, the shareholders are
bound to accept the highest price proposed by an interested
buyer, which price must be payable in cash or freely tradable
securities, or a combination thereof, and which must be for a
price not less than the valuation prepared by the investment
banker.  Some additional points are that at the closing of the
sale of NewComm the Management Agreement and the Technology
Transfer Agreement held by TLD will terminate. Also, no premium
for controlling interest or discount for holding a minority
interest in NewComm will apply.

The Sale Agreement shall continue in full force and effect even
if the Stock Purchase Agreement with TLD, for whatever reason,
does not close.

As stated, the Partnership commenced operations in September
1999 and has realized a net income amounting to $1,221,174 for
the six-month period ended June 30, 2002 and incurred operating
losses of $12,953,106 for the six month period ended June 30,
2001.  It also has working capital deficits and partners capital
deficits of $ 116.3 and $66.4 million, respectively, as of June
30, 2002. The Partnership is likely to continue incurring losses
until such time as its subscriber base generates revenue in
excess of the Partnership's expenses.  Development of a
significant subscriber base is likely to take time, during which
the Partnership must finance its operations by means other than
its revenues.

As part of the agreement with TLD, NewComm entered into a
contract with Lucent Technologies, Inc.  that requires Lucent to
build a network that uses the Code Division Multiple Access
protocol. It is expected that the total cost of this project
will approximate $125 million.  During 2000, NewComm's
management and Lucent agreed on formally extending the payment
of up to $61.0 million of the total amount due under the
contract under a formal financing agreement.  The financing
agreement extended payments for an eight-month period (through
June 2001) at an annual interest rate of 1.5% over 90-day LIBOR.
NewComm's management and Lucent restructured this financing
agreement, by means of a Promissory Note issued on September 26,
2001 for the principal sum of $60.5 million plus 8% interest.
The parties are currently under negotiating to make this part of
a permanent debt facility.

During November 2000, NewComm entered into a $60 million bridge
loan agreement with ABN-AMRO and BBVA with interest at 1.5% over
90-day LIBOR, which expired on March 15, 2001, and was extended
until March 13, 2002, with an interest rate at.75% over 90-day
LIBOR.  The Bridge Loan is now guaranteed by Telefonica
Internacional, S.A. (TISA), an affiliate of TLD. On May 30,
2002, the Maturity date was amended to September 30, 2002.
ClearComm and TLD continue to work towards securing a permanent
financing facility, which will require the Partnership, through
Syncom and TLD, to each contribute a total of approximately $25
million in equity and convertible debt.  As part of this
commitment, during the second half of 2000, the first half of
2001, and second quarter of 2002, the Partnership, Syncom and
TLD have contributed a total of $24 million in the form of
equity and convertible debt, respectively.

Each of the Partnership's C-Block licenses is subject to a FCC
requirement that the Partnership constructs network facilities
that offer coverage to at least one-third of the population in
the market covered by such license within five years following
the grant of the applicable license and to at least two-thirds
of the population within ten years following the grant.  The  
Partnership is in compliance with the FCC coverage requirements
in Puerto Rico and the California Licenses.

Management believes that the Partnership will comply with all
the requirements for obtaining the financing and believes that
cash and cash equivalents on hand, anticipated growth in
revenues, vendor financing and the permanent financing will be
adequate to fund its operations, at a minimum, through the end
of 2002.  However, in the absence of improved operating results
and cash flows, and without the closing of its contemplated
permanent financing, the Partnership may face liquidity problems
to fund its operations and meet its obligations.  As a result of
these matters, substantial doubt exists about the Partnership's
ability to continue as a going concern


COLUMBUS MCKINNON: S&P Cuts Corporate Credit Rating To B From B+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Columbus McKinnon Corp. to single-'B' from single-'B'-
plus following the company's announcement that it has withdrawn
its registration statement for a follow-on public equity
offering.

Proceeds from the offering were expected to be used to reduce
debt, which would have modestly improved the company's
aggressive financial profile. At the same time, Standard &
Poor's removed the rating from CreditWatch. The rating action
affects about $325 million in outstanding debt securities. The
outlook is stable. Amherst, New York-based Columbus McKinnon is
a material handling, lifting, and positioning products
manufacturer.

"The ratings reflect Columbus McKinnon's leading niche market
positions, combined with an aggressive financial profile and
limited liquidity," said Standard & Poor's credit analyst Eric
Ballantine.

Columbus McKinnon continues to be negatively affected by soft
end markets, causing weak financial results and deteriorating
credit protection measures. Management continues to focus on
improving profitability by rationalizing facilities, reducing
overhead, and by selling non-core assets. However, financial
results remain weak and credit protection measures are subpar.
Market conditions are expected to remain challenging over the
near term, and as a result, operating performance will only
gradually improve.

The company's highly leveraged balance sheet and weak credit
protection measures restrict upside ratings potential. Columbus
McKinnon's niche business positions and improving cost structure
limit downside risk.  


COMDIAL: AAA Orders ePhone to Pay $1.7MM For Arbitration Damages
----------------------------------------------------------------
The American Arbitration Association issued an award in favor of
Comdial Corporation in the arbitration between the Company and
ePHONE Telecom, Inc. of Herndon, Virginia. The AAA denied all
claims made in the arbitration by ePHONE and ordered ePHONE to
pay the Company $1,730,903.13 on the Company's counterclaim.
Such amount must be paid by ePHONE within 30 days of the date of
the award. In addition, ePHONE is responsible for payment of all
of the administrative fees and expenses of the AAA, plus the
compensation of the three arbitrators who presided over the
arbitration. Accordingly, ePHONE must reimburse the Company a
further $38,191.43 in fees previously advanced to the AAA by the
Company. The AAA issued the foregoing award on August 27, 2002
and notified the Company and ePHONE of its decision by letter
dated August 29, 2002. No assurance can be given that the
Company will be successful in collecting the foregoing award.

As previously disclosed, ePHONE filed this arbitration action
with the AAA in Washington, DC on October 2, 2001, alleging
fraud in the inducement, among other things, arising from the
alleged breach of an exclusive license agreement. ePHONE was
seeking rescission of the agreement and a return of the full
amount of the approximately $2.7 million it had paid to Comdial
thereunder, as well as compensatory and punitive damages
totaling an additional $10 million. Comdial filed its
counterclaim against ePHONE for an amount in excess of $2
million based on ePHONE's failure to make minimum royalty
payments due under the agreement and for loss of future revenues
based on ePHONE's breach of the agreement and the resulting
termination thereof. The arbitration proceeding was concluded on
May 31, 2002, and both parties filed post-hearing briefs and
reply briefs on July 8, 2002 and July 22, 2002, respectively.


COVANTA ENERGY: Wants to Assume Tampa Bay Water Contract
--------------------------------------------------------
James L. Bromley, Esq., at Cleary, Gottlieb, Steen & Hamilton,
in New York, relates that on July 19, 1999, Tampa Bay Water, a
public authority, entered into an Agreement for the Construction
and Operation of a Seawater Desalination Plan and Water Purchase
Agreement -- the Water Purchase Agreement -- with Tampa Bay
Desal, formerly known as S&W Water LLC.

The Tampa Bay Project involves construction, operation and
maintenance of a $75,000,000 reverse osmosis desalination plant
-- the Facility -- that will provide fresh water to the
communities of Hillsborough County, Pasco County, Pinellas
County, the City of Tampa, the City of St. Petersburg and the
City of New Port Richey in Florida.

Desal then subcontracted certain rights and obligations of the
Water Purchase Agreement to Covanta Tampa Bay, formerly known as
Ogden Water Systems of Tampa Bay, Inc., under:

   1. the Turnkey Engineering, Procurement and Construction
      Contract -- EPC Contract -- dated December 17, 2000, as
      amended, by which Covanta Tampa Bay agreed to design,
      engineer, procure, construct and test the Facility; and

   2. the Operation, Maintenance, Repair and Replacement
      Agreement for a Seawater Desalination Plant" -- O&M
      Agreement -- on January 23, 2001 by which Covanta Tampa
      Bay agreed to operate, maintain, repair and replace the
      Facility once constructed.

In March 2002, Covanta Tampa Bay's rights and duties under the
EPC Contract were assigned to Covanta Tampa Construction Inc., a
non-debtor Covanta subsidiary.  In April 2002, Tampa Bay Water
terminated the Water Purchase Agreement with Desal and assumed
Tampa Bay Desal's rights and obligations under the EPC Contract
and the O&M Agreement.  Tampa Bay Water thereby established
direct contractual relationships with Covanta Tampa Bay and
Covanta Tampa Construction.

Mr. Bromley reports that the Parties expect to achieve
commercial operation of the Facility no later than January 24,
2003.  Upon completion of the construction, Covanta Tampa Bay is
expected to commence performance under the O&M Agreement.

Since the Project is approaching a critical start-up stage,
Covanta Tampa Bay has identified and organized the necessary
preparatory arrangements.  Tampa Bay Water has also requested
assurances in this regard.  Accordingly, Covanta Tampa Bay
negotiated with Hydranautics, a membrane system supplier for
drinking water treatment facilities.  The Hydranautics
Subcontract provides that:

   -- Covanta Tampa Bay will subcontract responsibility for
      certain maintenance and technical support associated with
      the reverse osmosis process to Hydranautics;

   -- Hydranautics will perform Covanta Tampa Bay's obligation
      under the O&M Agreement to post the initial performance
      security in the form of an $8,500,000 bond or letter of
      credit in favor of Tampa Bay Water to secure Covanta Tampa
      Bay's performance under the O&M Agreement; and

   -- If the security is drawn upon for any reason other than
      the fault of Hydranautics, Covanta Tampa Bay will be
      liable for reimbursing Hydranautics for the amount of the
      draw.  Covanta Tampa Bay's reimbursement obligation is
      narrower than it would be if CTB had provided the required
      performance security itself. This reimbursement provision
      is a contingent, unsecured obligation and, if approved,
      will have administrative priority under Section
      503(b)(1)(A) to the extent of a payment default by CTB.

In addition, Tampa Bay Water and Covanta Tampa Bay have
negotiated to amend the O&M Agreement to reflect these changes
and establish the O&M Agreement as a postpetition obligation of
Covanta Tampa Bay:

   (a) The term "Tampa Bay Water" will be inserted in place of
       "Tampa Bay Desal" and other administrative revisions will
       be made to reflect the new, direct relationship between
       Tampa Bay Water and Covanta Tampa Bay and the fact that
       Tampa Bay Water is now the owner of the Project;

   (b) Covanta Tampa Bay will be made eligible to receive
       additional fees for water produced in excess of
       guaranteed production levels;

   (c) The existing clause permitting Tampa Bay Water to
       terminate the O&M Agreement for convenience will be made
       subject to a 180-day notice period. The termination for
       convenience clause will be stayed during the first three
       years of operation, unless Tampa Bay Water abandons the
       Facility; and

   (d) Tampa Bay Water's right to terminate the O&M Agreement
       because of a bankruptcy filing or insolvency event
       relating to CTB or its guarantor, or because of a failure
       to maintain the Parent Guaranty, will be suspended during
       the course of these bankruptcy proceedings.

Accordingly, the Debtors ask the Court for an order:

   (a) authorizing Covanta Tampa Bay to assume, as amended the
       O&M Agreement pursuant to Section 365 of the Bankruptcy
       Code;

   (b) finding no cure amounts due under the O&M Agreement; and

   (c) authorizing the Hydranautics Subcontract pursuant to
       Section 363(b)(1) of the Bankruptcy Code.

Mr. Bromley contends that the assumption of the O&M Agreement is
in the best interest of the Debtors because:

   (a) The assumption preserves the value of the Project and
       maximizes the value of the Debtors' estates.  The Project
       is expected to generate more than $8,000,000 in annual
       revenue, totaling more than $270,000,000 over 30 years;

   (b) The amended O&M Agreement improves project economics by
       increasing incremental fee revenue for water production
       in excess of guaranteed production levels;

   (c) The Amended O&M Agreement provides the Debtors with more
       favorable terms regarding Tampa Bay Water's right to
       terminate the contract for convenience.  The termination
       for convenience clause will be subject to a 180-day
       notice period.  It will be inoperable during the first
       three years of Project operations, unless Tampa Bay Water
       abandons the Facility;

   (d) The amended O&M Agreement suspends Tampa Bay Water's
       right to seek remedies for certain events of default
       during the course of the bankruptcy proceedings.
       Specifically, Tampa Bay Water may not seek remedies for
       any bankruptcy filing or insolvency event relating to
       Covanta Tampa Bay or its guarantor, or for a failure to
       maintain the Parent Guaranty;

   (e) Assumption preserves the Debtors' current role in the
       water treatment market and protects the Debtors'
       potential for growth in the industry;

   (f) Assumption will enable the Debtors to avoid the potential
       for costly, drawn-out litigation over termination of the
       O&M Agreement;

   (g) Assumption will have positive implications for the
       Debtors' waste-to-energy business.  Two members of the
       Tampa Bay Water authority, Hillsborough and Pasco
       Counties, are parties to agreements with the Debtors for
       waste-to-energy services.  Assumption of the O&M
       Agreement will help insure good relations with
       Hillsborough and Pasco Counties and will promote
       confidence in the Debtors' ability to perform their
       contractual obligations for existing waste-to-energy
       services and potential future expansions; and

   (h) Assumption allows the Debtors to avoid rejection damages
       of up to $8,500,000 under the O&M Agreement.

Furthermore, Mr. Bromley asserts that the entry into the
Hydranautics Subcontract is within the bounds of reasonable
business judgment since Hydranautics will post the security
instrument that is required under the O&M Agreement and that
Covanta Tampa Bay is not able to post.  Mr. Bromley assures
Judge Blackshear hat Hydranautics is a leader in the water
treatment industry and is capable of providing to the Debtors
the critical maintenance and technical support for the
successful operation of the Facility. (Covanta Bankruptcy News,
Issue No. 13; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


DOMAN IND: Defers Interest Payment On 8.75% $388MM Senior Notes
---------------------------------------------------------------
The Company had determined to exercise its right to defer the
scheduled September 15, 2002 semi-annual interest payment on its
outstanding 8.75% U.S.$388 million senior unsecured notes
maturing 2004. Pursuant to the terms of the notes, the Company
has a further 30 days to make the requisite payments prior to it
constituting an event of default.

In light of the current uncertainties affecting the industry,
including the softwood lumber tariff trade dispute, the Board
has concluded that the Company should explore a possible
restructuring of its balance sheet. A special committee of
independent directors, headed by Mr. Bud Smith, has been formed
to oversee the process. Investment bankers, UBS Warburg, have
been retained as financial advisers.

The Company believes it is making good progress in developing a
restructuring plan that will be in the interest of all
stakeholders. It is premature to give any assurance that the
process will be successful. One of the issues the Board is
considering with its financial advisers is whether funding the
deferred interest payment at this time is the best use of the
Company's cash resources. The Company expects to make a further
announcement within the next several weeks.

                     *   *   *

It was reported in the July 30, 2002 issue of the Troubled
Company Reporter that as a result of the negative impacts of the
softwood lumber dispute on its solid wood business and its high
debt levels, the Company is continuing to conduct a strategic
review of  alternatives including, among other things, asset
divestitures and restructuring of its indebtedness.


ENRON: Creditors' Committee Suing Michael Kopper & LJM2 Capital
---------------------------------------------------------------
On an expedited hearing, the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Enron Corporation and its
debtor-affiliates sought and obtained the authority from the
U.S. Bankruptcy Court for the Southern District of New York to
commence litigation against former Enron Corp. executive Michael
J. Kopper and LJM2 Capital Management, LP on behalf of the
Debtors' estates.  Judge Gonzalez rules that the Committee has
permission to pursue:

   (i) causes of action seeking turnover of funds either held or
       controlled by Mr. Kopper because of his interest in or
       relationship with the Special Purpose Entities or the
       related transactions known as "RADR", "Chewco" and
       "Southampton" -- the Transaction -- or any similar
       transactions, if any, in the approximate amount of
       $12,000,000 -- the Proceeds;

  (ii) a cause of action seeking a declaration that the Proceeds
       are property of the Debtors' estates and that any claim
       based on a breach of duties Mr. Kopper owed, and any
       proceeds thereof, are property of the estate;

(iii) a cause of action under the equitable doctrine of money
       had and received and unjust enrichment;

  (iv) a cause of action under the equitable doctrine of
       constructive trust; and

   (v) any other causes of action based on the same operative
       facts supporting the other causes of action, including,
       without limitation, if necessary, pursuits of the
       Proceeds in any judicial or administrative proceeding
       pending with respect to the Proceeds anywhere in the
       United States.

Luc A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy, in New
York, relates that on August 20, 2002, Mr. Kopper signed a
Cooperation Agreement with the Enron Task Force of the
Department of Justice.  Mr. Kopper pleaded guilty to one count
of conspiracy to commit wire fraud, in violation of Section 371
of the Criminal Procedure Code and one count of conspiracy to
engage in monetary transactions in property derived from
specific unlawful activity, in violation of Sections 1956(h) and
1957 of the Criminal Procedures Code.  Moreover, Mr. Kopper also
agreed:

   -- not to contest the forfeiture of the $4,000,000 held in a
      Charles Schwab account in the name of LJM2 Capital
      Management LP, and

   -- to pay $8,000,000 as directed by, and as part of, the
      settlement with the United States Securities and Exchange
      Commission.

Since Mr. Kopper was a Managing Director in the Global Corporate
Finance Section of Enron Corp., Mr. Despins asserts, Mr. Kopper
owed Enron fiduciary duties, including duties of obedience,
loyalty, good faith and fair dealing, full disclosure and due
care.  However, Mr. Kopper disregarded his fiduciary duties when
he purposefully and admittedly put his own interests ahead of
Enron's and used his position within Enron to improperly and
illegally obtain Enron's property.

Specifically, with respect to the Turnover Causes of Action, Mr.
Kopper has admitted that Enron Corp. and its affiliates, as part
of the scheme to defraud Enron, transferred funds to, and
incurred obligations for, the Special Purpose Entities which
ultimately resulted in Mr. Kopper and his domestic partner
receiving, controlling or having custody over, among other
property of the estate:

   (i) $1,800,000 generated from RADR;

  (ii) $1,500,000 in management fees related to Chewco, less
       certain amounts paid to Enron's Chief Financial Officer
       and his wife;

(iii) $3,000,000 generated from the sale of Chewco's limited
       partnership interest in Jedi to Enron;

  (iv) $2,600,000 in a "tax indemnity payment" to Chewco; and

   (v) $4,500,000 generated from the Southampton transaction.

With respect to the Declaration Cause of Action, Mr. Kopper has
admitted that the Proceeds are substitute assets for the
property he derived by his criminal conduct from Enron.  A
criminal acquires no title to the property derived from his
crime or the proceeds thereof, which remains property of Enron's
estate.

With respect to the Unjust Enrichment Cause of Action and the
Constructive Trust Cause of Action, Mr. Kopper already admitted
that:

   -- both he and LJM2 are presently in possession of property
      that is property of, and illegally and improperly obtained
      from, Enron, and that both he and LJM2 came into
      possession of Enron's property by purposefully defrauding
      Enron;

   -- he and others "took advantage of their simultaneous
      influence over Enron's business activities and the SPEs to
      generate millions of dollars for themselves, at Enron's
      expense"; and

   -- by virtue of his improper and illegal actions, the
      $12,000,000 he now seeks to turnover and surrender to the
      Government are "proceeds of Enron property that Enron
      would have been entitled to".

Judge Gonzalez agrees with the Committee's contention that the
prosecution of the Claims will benefit the Debtors' estate and
that the likelihood of collecting from Kopper and LJM2 amounts
well in excess of the costs to reduce the Claims to judgment,
justifying the expense of prosecuting the litigation.  In fact,
Mr. Kopper has expressed his willingness and ability to forfeit
$12,000,000. (Enron Bankruptcy News, Issue No. 42; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


EPIC RECEIVABLES: Fitch Hatchets Ratings To Low-B & Junk Levels
---------------------------------------------------------------
Fitch Ratings downgrades and removes from Rating Watch Negative
the ratings of Epic Receivables 1999, LLC as follows:

   --Class A notes to 'B' from 'BBB';

   --Class B notes to 'CC' from 'BB'.

The rating action is a result of the continued deterioration in
the performance of the pool as delinquencies and defaults have
shown no signs of improvement despite the nearly three years of
additional seasoning. As of Aug. 31, 2002 the class B is under
collateralized by more the $200,000. Should the trust not begin
to experience the benefits of seasoning with delinquencies and
losses stabilizing, further rating actions could be necessary.

Fitch will continue to monitor the ongoing delinquency and
default performance of the collateral and evaluate any effects
Epic's bankruptcy might have on it ability to service the
portfolio.


E.SPIRE COMMS: Looks to Extend and Modify DIP Credit Agreement
--------------------------------------------------------------
e.spire Communications, Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to approve a
further extension and modification of their debtor-in-possession
financing facility.

The Debtors tell the Court that they and the DIP Lenders have
agreed to the terms of a Sixth Amendment to the Loan and
Security Agreement under which the DIP Lenders will continue to
forbear from exercising their remedies as a result of the
Debtors' defaults under the DIP Credit Agreement and DIP
Facility.

The Debtors argue that the DIP Amendments are clearly for the
benefit of the Debtors' estates and creditors as the means of
continuing the funding the Debtors' operating expenses.  The DIP
Amendment will greatly help in preserving and enhancing the
Debtors' going concern value, while the Debtors complete a
closing on a sale, and a wind-down of their remaining business
activities.

Additionally, the continued availability of credit under the DIP
Credit Agreement should give the Debtors' vendors and suppliers
the necessary confidence to resume ongoing relationships with
the Debtors.  In this connection, the vendors will be confident
enough to extend the credit terms for the payment of goods and
services and be viewed favorably by the Debtors' employees and
customers. Without the financing provided for in the DIP Credit
Agreement, the Debtors will not be able to meet their payroll
and other direct operating expenses and their effort will be
jeopardized.

The DIP Amendments provides that the Maximum Credit Line remains
at $80 million, including a $7,900,000 reserve for the Carve-Out
Amount to pay professionals and for certain other items.  The
Debtors acknowledge, confirm and agree that one or more Events
of Default have occurred and are continuing under the DIP Credit
Agreement. The Debtors won't pay any fee in consideration of
this extension.  The Debtors assure the Court that the Pre-
Petition Lenders continue to be adequately protected.

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.
Domenic E. Pacitti, Esq., Maria Aprile Sawczuk, Esq. and Mark
Minuti at Saul Ewing LLP represents the Debtors in their
restructuring effort.


EXODUS COMMS: Asks for Extension of Removal Deadline to Nov. 22
---------------------------------------------------------------
EXDS Inc., formerly known as Exodus Communications Inc. and the
EXDS Plan Administrator, ask the Court -- for the third time --
to extend the deadline within which they may remove prepetition
State Court actions to the District of Delaware for continued
litigation and resolution.  They ask for an extension until
November 22, 2002

The Debtors are parties to numerous judicial and administrative
proceedings currently pending in various courts and
administrative agencies throughout the United States.

Jeremy W. Ryan, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, explains that the extension of the removal period is
necessary because the Debtors require additional time to assess
whether the actions can and should be removed, thereby
protecting the Debtors' valuable right to adjudicate lawsuits.

Mr. Ryan assures the Court that the Debtors' adversaries will
not be prejudiced by the extension because these adversaries
cannot prosecute the actions absent relief from the automatic
stay, which continues to be in operation under the Plan.  In
addition, nothing in the motion will prejudice any party to a
proceeding from pursuing a remand.

By application of Del.Bankr.LR 9006-2, the current deadline is
automatically extended through the conclusion of the September
30, 2002 hearing. (Exodus Bankruptcy News, Issue No. 24;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


FIRST ALLIANCE: Federal Judge OKs $60M Settlement With Borrowers
----------------------------------------------------------------
In a hearing in the U.S. District Court for the Central District
of California, Judge David Carter approved the settlement of a
lawsuit involving a California-based home mortgage lender, First
Alliance Mortgage Company (First Alliance) and its chief
executive officer. Under the settlement, nearly 18,000 borrowers
will receive as much as $60 million in compensation.

"Since 1998, AARP has vigorously prosecuted the case it filed on
behalf of borrowers nationwide against First Alliance Mortgage
Company.  The settlement of this case represents the largest
consumer protection recoveries directly benefiting borrowers.  
This victory for consumers underscores AARP's strong commitment
to combat unlawful practices in the mortgage lending industry,"
said Bill Novelli, AARP CEO.

Under the settlement, a consumer redress fund will be created,
and will be funded by all remaining assets of First Alliance,
which has been liquidated in bankruptcy court. In addition,
former CEO Brian Chisick and his wife, Sarah Chisick will pay
$20 million into the fund.

First Alliance, which was headquartered in Irvine, California,
offered home equity loans targeted to "subprime" borrowers, a
group which includes those with marginal or poor credit ratings,
many of whom would not qualify for conventional loans. AARP has
been active in opposing such "predatory lending" practices since
it launched a multi-faceted, statewide campaign with California
Attorney General Bill Lockyer in April, 2001. Components of this
campaign have included a successful effort to pass regulatory
legislation, lawsuits against predatory lenders, and public
outreach to increase awareness of predatory lending practices.

AARP's lawsuit alleged that First Alliance engaged in deceptive
business practices to lure consumers into taking out loans with
large origination fees or "points." These fees, along with
others charged by First Alliance, often amounted to as much as
25 percent of the loan amount. In addition, consumers were
allegedly misled about increases in the interest rate and
monthly payments on adjustable rate mortgage (ARM) loans. AARP's
lawsuit was combined by the Court with lawsuits brought by the
Attorneys General of California, Illinois, Massachusetts,
Florida, Arizona, and New York, as well as the Federal Trade
Commission (FTC), and individual borrowers.

The settlement of these consolidated lawsuits includes the
following relief:

   -- An injunction preventing First Alliance and Brian Chisick
      from making misrepresentations regarding offers of credit;

   -- The establishment of a redress fund to be distributed to
      borrowers who obtained loans from First Alliance from
      January 1, 1992 and March 23, 2000, and who have not
      settled separately with First Alliance; and

   -- A permanent ban preventing Brian and Sarah Chisick from
      engaging in mortgage lending in California, Florida and
      Illinois.

The FTC will administer the redress fund and will notify
consumers of any actions they must take to receive compensation.


FLAG TELECOM: Court Extends Lease Decision Time to Nov. 8
---------------------------------------------------------
FLAG Telecom Holdings Limited and its debtor-affiliates sought
and obtained a Court order further extending their deadline to
decide whether to assume, assume and assign, or reject unexpired
nonresidential real property leases until November 8, 2002.

Conor D. Reilly, Esq., at Gibson, Dunn & Crutcher, emphasizes
that the leases are valuable assets to the Debtors' estates and
are integral to the Debtors' continued operation.  Many of the
Debtors' business offices, from which the Debtors conduct all
aspects of their business operations, are located in premises
subject to unexpired leases.

To date, the Debtors have rejected one lease.

Mr. Reilly advises the Court that the Debtors will file a Plan
Supplement that will designate each unexpired lease to be
assumed or rejected when the Plan is confirmed.  The unexpired
leases will be assumed or rejected in accordance with the
provisions of the Confirmed Plan and the designation in the Plan
supplement.

Mr. Reilly convinced the Court that the lessors are not
prejudiced by the extension of the lease disposition deadline
because:

   (a) the Debtors have performed and will continue to perform
       in a timely manner their postpetition obligations under
       the Unexpired Leases, and

   (b) any lessor may request that the Court fix an earlier date
       by which the Debtors must assume or reject its lease in
       accordance with Section 365(d)(4) of the Bankruptcy Code.

Moroever, with a hearing to consider confirmation of the Plan
scheduled for September 26, 2002, landlords will know where they
stand in about two weeks' time. (Flag Telecom Bankruptcy News,
Issue No. 14; Bankruptcy Creditors' Service, Inc., 609/392-0900)


FOAMEX INT'L: Revises GFI Carpet Sale Terms With Leggett & Platt
----------------------------------------------------------------
Foamex International Inc. (NASDAQ: FMXI) has signed a letter of
intent to sell its GFI carpet cushion business to Leggett &
Platt for a cash payment. This letter of intent replaces the
company's earlier letter of intent with Leggett & Platt signed
in May 2002, which anticipated an exchange of Foamex's carpet
cushion business for Leggett & Platt's polyurethane foam
business and a cash payment.

Under the terms of the revised letter of intent, Foamex would
sell its GFI carpet cushion business to Leggett & Platt for a
payment of approximately $70 million. After the potential post-
closing adjustments, transaction fees, and other disposal costs,
Foamex expects the net proceeds from the transaction to be in
the range of $45-50 million, subject to final negotiation. In
connection with the proposed transaction, the parties will enter
into certain agreements relating to the sale of scrap foam and
the interim sharing of facilities.

The proposed transaction is subject to the approval of Foamex's
lenders, satisfactory completion of confirmatory due diligence,
definitive documentation and customary closing conditions.
Foamex is targeting a close of the deal by the middle of the
fourth quarter.

              About Foamex International Inc.

Foamex, headquartered in Linwood, PA, is the world's leading
producer of comfort cushioning for bedding, furniture, carpet
cushion and automotive markets. The Company also manufactures
high-performance polymers for diverse applications in the
industrial, aerospace, defense, electronics and computer
industries as well as filtration and acoustical applications for
the home. For more information visit the Foamex web site at
http://www.foamex.com

In its March 31, 2002 balance sheet, Foamex International
recorded a total shareholders' equity deficit of about $173
million.


FRUIT OF THE LOOM: Will Auction 6 Non-Operating Real Properties
---------------------------------------------------------------
FOL Liquidation Trust sought and obtained Judge Peter J. Walsh's
permission to auction these Non-Operating Real Properties:

Location                     Address                 Description
-------------------          ----------------------  -----------
Aliceville, Alabama          315 Alabama Street, SW  Cotton Mill

Winfield, Alabama            135 Mallard Road        Cotton Mill

Jacksonville, Alabama        404 Alexandria Road, NW  Yarns Mill

Frankfort, Kentucky          Rte 3 & Hwy. 421 S       Industrial

St. Martinville, Louisiana   261 Main Highway      Manufacturing

Trois Rivieres, Quebec       3200 Cumberland Street   Industrial

Risa M. Rosenberg, Esq., at Milbank, Tweed, Hadley & McCloy,
informed the Court that the Non-Operating Real Properties have
been idle for over a year.  Before the Effective Date, Fruit of
the Loom marketed each of the properties through its network of
potential purchasers, the independent real estate broker
community, and through local, regional and state economic
development agencies.  On May 18, 2001, Fruit of the Loom
obtained the Court's approval for an auction of some of the Non-
Operating Real Properties.  Unfortunately, that auction did not
result in acceptable bids for these properties.  In each
instance, the Debtors' and FOL Trust's marketing efforts did not
yield any offers to purchase or otherwise acquire the properties
in a manner that would maximize their value.

As a part of its efforts to liquidate assets consistent with the
terms of the Plan, FOL Trust has determined that the prompt sale
of the Non-Operating Real Properties would best maximize value
for the benefit of the creditors and the estates.  Given the
lackluster results of the Debtor's marketing efforts before the
Effective Date, FOL Trust contends that marketing and selling
the non-operating Real Properties in accordance with the Auction
and Bidding Procedures will yield the highest possible price for
the properties and is the most expeditious manner for their
liquidation.  FOL Trust informs the Court that the sale of the
Non-Operating Real Properties pursuant to the Auction and
Bidding Procedures represents a sound and reasonable exercise of
its business judgment. (Fruit of the Loom Bankruptcy News, Issue
No. 59; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


GLOBAL CROSSING: Court Okays Proposed Fee Procedures Protocol
-------------------------------------------------------------
In conjunction with the appointment of a Fee Committee, the U.S.
Bankruptcy Court for the Southern District of New York under
Judge Gerber approves the Fee Procedures Protocol proposed by
Global Crossing Ltd., together with its debtor-affiliates, the
Creditors' Committee, the Senior Secured Lenders, and the United
States Trustee for Region II.

With respect to the Court-Appointed Professionals, Judge Gerber
explains that the fee procedures protocol is supplementary to
the procedures and requirements established in the Court-
approved Interim Compensation Procedures.

With respect to the Bank Group Professionals, the Fee Order will
be used as a guide for the information to be included in fee
statements and for the timing and notice provisions.  It is
expressly understood that the Bank Group Professionals will not
be submitting fee applications to the Court but have consented
to the review of their fee statements by the Fee Committee.

Under the fee procedures protocol, the Fee Committee may contact
the designee of any Retained Professional with respect to
concerns it may have with respect to any fee statement or fee
application to discuss variances from the Retained
Professional's Budget.  The Fee Committee, by majority vote, may
distribute a confidential written statement to that Retained
Professional describing any concern the Fee Committee may have
with the Retained Professional's monthly statement or fee
application. The Fee Committee and the Retained Professional
served with the Fee Committee Statement will try to reach a
mutually acceptable resolution of the issues raised by the Fee
Committee.  The Debtors' representative to the Fee Committee
will keep the Debtors apprised of any disputes and resolutions
to assure compliance with the provisions of the Fee Order.  
Pending resolution, the Debtors will compensate the Retained
Professional for any amount otherwise due and payable that is
not the subject of the Fee Committee Statement.  In the event
that the Fee Committee and the Retained Professional cannot
reach a resolution with respect to the issues raised by the Fee
Committee Statement within a reasonable period of time, the
disputed portion of the fee statement or fee application may be
submitted by the Retained Professional to the Court for
resolution.  The timing and effect with respect to responses to
any Fee Committee Statement will be governed by the procedures
set forth in the Fee Order for objections.

If a disputed fee matter arising out of, or relating to, fees
and expenses of any Retained Professional is filed with the
Court, the Fee Committee, by majority vote, may issue a Fee
Committee Statement with respect to the Fee Dispute.  If the Fee
Committee issues a Fee Committee Statement in respect of a Fee
Dispute, the Chairperson, on behalf of the Fee Committee, may
act as an expert witness only with respect to:

-- any Fee Committee Statement issued in relation to the Fee
   Dispute,

-- any objection to such Fee Committee Statement, and

-- the fee applications or statements implicated thereby.

If the Fee Committee does not issue a Fee Committee Statement
with respect to the Fee Dispute, upon request of the Court, the
Chairperson, on behalf of the Fee Committee, may make
recommendations to the Court as authorized by the Fee Committee
with respect to the matters raised in the Fee Dispute. (Global
Crossing Bankruptcy News, Issue No. 20; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GREAT POINT CBO: Fitch Lowers Ratings on Four Classes of Notes
--------------------------------------------------------------
Fitch Ratings downgrades three classes of notes issued by Great
Point CBO 1998-1 Ltd., (Great Point CBO). In conjunction with
this action, Fitch places the class A-1 notes on Rating Watch
Negative. At this time, no rating action is taken on the class
A-2 notes. The following rating actions are effective
immediately:

     -- $121,000,000 class A-1 notes, rated 'AAA', placed on
        Rating Watch Negative;

     -- $40,000,000 class A-3 notes downgraded to 'BB+' from
        'A-';

     -- $23,000,000 class B-2 notes downgraded to 'CCC-' from
        'BBB-';

     -- $11,500,000 class I notes downgraded to 'CC' from 'BB-'.

Great Point CBO is a collateralized bond obligation (CBO)
managed by Sankaty Advisors, LLC. Due to the defaults that
caused the failure of the class A and class B
overcollateralization ratios, Fitch has reviewed in detail the
portfolio performance of Great Point CBO. Included in this
review, Fitch discussed the current state of the portfolio with
the asset manager and their portfolio management strategy going
forward. In addition, Fitch conducted cash flow modeling
utilizing various default timing and interest rate scenarios. As
a result of this analysis, Fitch has determined that the
original ratings assigned to the referenced notes no longer
reflect the current risk to noteholders.

Great Point CBO has failed its class A overcollateralization
test since October 2001 and has been failing the class B
overcollateralization test since December 2001, as measured by
the monthly trustee report. As of August 2, 2002, the last
report available, Great Point CBO's defaulted assets represented
9.08% of the $269 million of total collateral and eligible
investments and assets rated 'CCC+' or worse represented
approximately 18%, excluding defaults. Fitch will continue to
monitor and review this transaction for future rating
adjustments.

The class A-1 notes were the only sub-class of the class A notes
placed on Rating Watch Negative, because under stress scenarios,
they are effectively subordinate to the class A-2 notes in terms
of receiving interest and principal proceeds when any of the
transaction's coverage tests are failing. This subordination was
structured into the deal in order to maintain the portfolio's
fixed/floating interest rate hedging strategy.

After discussing Great Point CBO with Sankaty, Fitch believes
that the collateral manager is making efforts to improve the
credit quality of the portfolio with purchases of higher quality
assets. Sankaty is actively monitoring the portfolio on a daily
basis. Fitch will continue to monitor Great Point CBO closely to
ensure accurate ratings.

Additional deal information and historical data are available on
the Fitch Ratings Web site at http://www.fitchratings.com


GROUP TELECOM: Obtains Extension of CCAA Protection to Sept. 19
---------------------------------------------------------------
GT Group Telecom Inc. has sought and obtained, from the Ontario
Superior Court of Justice, an order granting it and its
affiliates an extension of protection under the Companies'
Creditors Arrangement Act ("CCAA") to September 19, 2002. The
purpose of the extension is to allow the Company to continue to
constructively advance discussions with its lenders on the
going-forward process. On September 19, the Company expects to
seek a further extension period.

Group Telecom was previously granted an Order under the CCAA on
June 26, providing for an initial 30-day stay of all proceedings
against the Company and the suspension of payments in respect of
any debt obligations existing on or before June 26, pending
development of a restructuring plan. The Order was extended on
July 25 until September 10, 2002. The Order granted provides for
an extended period of 9 days' protection by the Court, and
permits the Company to continue to operate its business in the
ordinary course during this period. PricewaterhouseCoopers Inc.
continues to act as the Company's monitor.

The Company currently has sufficient cash to allow it to carry
on its business in the ordinary course during the restructuring
period, including providing service to customers, paying for
goods and services supplied after the date the initial Order was
granted, and the ongoing payment of wages and benefits to
employees.

Group Telecom also announced that Mr. James Mansour has resigned
from the special committee of the Board of Directors and that he
will be replaced by Mr. James Matkin, a current member of the
board. Mr. Mansour continues as a member of the Board of
Directors.

                      About Group Telecom

Group Telecom is Canada's largest independent, facilities-based
telecommunications provider, with a national fibre-optic network
linked by 454,125 strand kilometres of fibre-optics, at March
31, 2002. Group Telecom's unique backbone architecture is built
with technologies such as Gigabit Ethernet for delivery of
enhanced network performance and Synchronous Optical Network
(SONET) for the highest level of network reliability. Group
Telecom offers next-generation high-speed data, Internet,
application and voice services, delivering enhanced
communication solutions to Canadian businesses. Group Telecom
operates with local offices in 17 markets across nine provinces
in Canada. Group Telecom's national office is in Toronto.

DebtTraders reports that GT Group Telecom's 13.250% bonds due
2010 (GTGR10CAR1) are trading between 6 and 9. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GTGR10CAR1
for more real-time bond pricing.


HYPERION 2002 TERM TRUST: Set To Terminate On November 29, 2002
---------------------------------------------------------------
Pursuant to the terms of the Prospectus of the Hyperion 2002
Term Trust, Inc. (NYSE:HTB) (the "Trust") and the Trust's Plan
of Liquidation dated April 1, 2002, the Board of Directors of
the Trust set the dates for the Trust's termination and the
final distribution to shareholders.

As determined by the Board of Directors, the last day of trading
on the New York Stock Exchange for the Trust will be November
25, 2002, and the termination date for the Trust and the record
date for the Distribution will be November 29, 2002. The Board
further declared that the payable date for the Distribution will
be December 2, 2002.

The Board also declared a monthly dividend for October 2002 for
the Trust of $0.001 per share payable on October 31, 2002. The
September dividend payable on September 26, 2002, and the
October dividend payable on October 31, 2002, are distributions
of the Trust's 2001 income.

As of August 31, 2002, the Trust's net asset value per share was
$10.05.

Hyperion Capital Management, Inc., the Trust's advisor, is a
leading fixed income investment advisor that manages, with its
affiliate, in excess of $7.5 billion in assets. The firm's
primary investment focus includes Core Fixed Income and various
MBS strategies.


INACOM: Wants to Extend Plan Filing Exclusivity Until Dec. 3
------------------------------------------------------------
Inacom Corp. and its debtor-affiliates seek to further extend
the time period within which they have the exclusive right to
file a plan of reorganization and to solicit acceptances of that
chapter 11 plan.  The Debtors tell the U.S. Bankruptcy Court for
the District of Delaware that they need until December 3, 2002
to propose a plan and until February 3, 2003 to solicit
acceptances.

The Debtors relate that during the last several months, they
have continued to focus their efforts almost exclusively on
prosecuting and defending significant litigation involving the
Estates; pursuing the recovery of preferential transfers; and
processing objections to thousands of claim.

To illustrate their point, the Debtors have:

     - Communicated with parties receiving preferential
       transfers, negotiated resolutions of some of those claim
       generating approximately 3,000,000 in value for the
       Debtors and filed many reference actions.

     - Continued to prosecute thousands of objections to claims.

     - Continued defending various litigation in the Bankruptcy
       Court including the WARN Act litigation and the TMP
       litigation, including responding to substantial discovery
       requests.

     - Negotiated a settlement agreement with Compaq, the Bank
       and the Committee to resolve the Compaq litigation.

The Compaq dispute was recently settled and the Debtors intend
to circulate an initial draft of a proposed Disclosure Statement
to the Committee shortly after the Court approves the Compaq
Stipulation.

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.


INTRAWEST CORP: S&P Rates $125 Mil. Senior Unsecured Notes at B+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its single-'B'-plus
rating to resort developer and operator Intrawest Corp.'s US$125
million issue of 10.5% senior unsecured notes due February 1,
2010.

At the same time, the ratings on the Vancouver, B.C.-based
company, including the double-'B'-minus long-term corporate
credit rating, were affirmed and removed from CreditWatch, where
they were placed September 24, 2001. The outlook is stable.

"The ratings are based on Intrawest's leading position and
successful track record in owning, operating, and developing
village-centered destination resorts across North America; the
maturing of the portfolio of resorts into a less capital
intensive evolutionary stage; and the disciplined resort real
estate development strategy," said Standard & Poor's credit
analyst Ron Charbon.

These strengths are offset by a cyclical business that is
subject to weather risk, aggressive financial credit statistics,
and continued uncertainty in travel patterns.

The level of secured debt is still high at more than 40%, and
Standard & Poor's will continue to distinguish (via one notch)
between the corporate credit rating and the senior unsecured
debt rating. The company intends to use the proceeds from the
sale of the notes to repay in full upon maturity its C$125
million debentures due December 2, 2002, and to reduce bank
indebtedness.

Fiscal year-end 2002 results demonstrated that Intrawest has
good cash flow resilience and predictability from its operations
following a challenging year, with reduced air travel across
North America and poor snow conditions in the east. With a
strong "drive-to" market and growing resort-centered
accommodations, the ski operations had an EBITDA decrease of
less than 1%. The real estate sales operation continued its
strong performance with a 14% increase in EBITDA as the low
default rate in real estate sales proved stable. Overall, the
company's revenue increased 6.8% and EBITDA increased 5.4%.

Intrawest's business strategy is sound, with a portfolio of
well-positioned resorts and resort accommodation developments
that are supported by a strong sales and marketing team. The
company has reduced risk by diversifying its operations in
various markets, creating a resort village with an in-place
inventory of "warm-beds" supporting skier visits, and through a
disciplined development strategy that presells a high proportion
of resort units in a controlled supply market.

The challenges for Intrawest primarily have been its rapid
growth and heavy investment requirements that have stressed its
financial position. The necessary heavy up-front investments in
on-hill equipment, land, buildings, and resort infrastructure
have burdened the company with higher levels of debt and
negative free cash flow performance.

The outlook for Intrawest is stable. The leisure travel business
has softened and the uncertainty in air travel will continue to
dampen performance in the sector. Over the next few years,
Standard & Poor's expects the company to begin improving its
credit position. Recent asset sales and equity issues have been
used to reduce debt and are indicative of the new focus on debt
reduction. Standard & Poor's expects continued credit quality
improvement as Intrawest reduces its capital requirements with
most properties now beyond the heavy capital investment stage
and approaching neutral or positive cash flow; continues to use
its conservative approach to real estate development and its
aggressive marketing and sales; and focuses on less capital-
intensive activities and more on leveraging the expertise of the
management and the inplace marketing, sales, and development
systems.


JEFFERSON SMURFIT: Moody's Rates Proposed $700MM Sr. Notes at B2
----------------------------------------------------------------
Moody's Investor's Service assigned a B2 rating on the proposed
$700 million issue of senior notes by Jefferson Smurfit
Corporation (U.S.) (JSCUS). Moody's reports the funds will be
used to redeem $500 million in maturing notes and finance the
$375 million acquisition of the Stevenson corrugating medium
mill and associated facilities from MeadWestvaco.

JSCUS, along with Stone Container Corporation (Stone), is a
subsidiary of Chicago, Illinois-based Smurfit-Stone Container
Corporation, an integrated producer of paper, paperboard, and
packaging, and is a large collector, marketer, and exporter of
recycled fiber.

Moody's also confirmed the following ratings:

Stone Container Corporation:

   * Senior secured bank debt, tranche C: Ba3

   * Senior unsecured notes and debentures: B2

   * Senior Implied rating: B1

   * Issuer rating: B2

Stone Container Finance Company of Canada

   * Notes and issuer rating: B2

   * Senior Implied rating: B1

Jefferson Smurfit Corporation (US)

   * Senior secured bank debt: Ba3

   * Senior unsecured notes and debentures: B2

   * Senior implied: B1

   * Issuer rating: B2

The outlook on the debt ratings of JSCUS and SSCC is stable.
Accordingly, the ratings anticipate that the company will
utilize free cash flow to reduce debt leverage, but that
leverage will remain high as new acquisitions are made over
time.


J.H. WHITNEY: Fitch Further Junks Rating On Class D Notes
---------------------------------------------------------
Fitch Ratings downgrades the class C second senior subordinated
secured notes and the class D junior subordinated participating
secured notes issued by J.H. Whitney Market Value Fund, L.P., a
market value collateralized debt obligation (CDO), and takes
them off of Rating Watch Negative. The following rating action
is effective immediately:

   -- $25,000,000 class C second senior subordinated secured
      notes downgraded to 'B' from 'BB';

   -- $25,000,000 class D junior subordinated participating
      secured notes to 'CC' from 'CCC+'.

Fitch originally downgraded the class D notes on Feb. 25, 2002
from their original rating of 'B' due to a significant decline
in the market value of the fund's assets, which caused J.H.
Whitney Market Value Fund, L.P. (the fund) to fail its class D
over-collateralization test on Jan. 18, 2002. Since the fund was
unable to cure the original failure of the class D over-
collateralization test within the 10 business day grace period,
the trustee provided a notice to note holders on March 11, 2002
that the fund was formally in default.

Due to the ongoing stress on the market prices of the portfolio
assets, the fund began to fail its class C over-
collateralization test on July 12, 2002. At the Aug. 23, 2002
measurement date, the class C over-collateralization test failed
by a margin of $700,000 and the class D over-collateralization
test failed by a margin of $19,400,000. These margins do not
reflect the remaining $4,000,000 of deferred management fees
that are owed to Whitney Market Value Management Co., the
collateral manager, that remain invested in the deal.

The fund also failed its minimum net worth test at the June 30,
2002 measurement date. The rating action at this time reflects
the continued volatility and deterioration of the market value
of the fund's assets and their inability to support the rated
notes at their required advance rates.

Given that the fund has an ongoing default, none of the notes
below the senior most class may receive current interest
payments. Instead, proceeds may be used to pay down the senior
most notes outstanding. Currently, the class A-1 notes have been
paid down completely and the class A-2 notes are now receiving
all proceeds to pay current interest and principal. At this
time, all interest payments to the class B, C, D and E notes are
deferred and will not receive any current interest unless the
controlling class waives the event of default. Additionally, the
event of default gives the controlling class, the class A-2
notes, the right to give the trustee notice of acceleration that
would cause a liquidation of all the portfolio assets and the
notes to become due and payable.

Whitney Market Value Management Co. continues to review
alternatives with the controlling class in order to cure the
event of default. Fitch originally rated the liabilities of J.H.
Whitney Market Value Fund, L.P. on March 31, 1999.


KMART CORP: Appaloosa et al Move to Investigate Asset Transfers
---------------------------------------------------------------
Four creditors in the Chapter 11 cases of Kmart Corporation and
its debtor-affiliates ask Judge Sonderby to direct the Debtors
to:

   -- produce certain documents, and

   -- appear for examination regarding their business and
      financial affairs.

These four creditors hold $400,000,000 in publicly traded notes
and similar securities, and trade claims against Kmart
Corporation:

     1. Appaloosa Management L.P.;
     2. Merced Partners Limited Partnership;
     3. Tamarack International, Ltd.; and
     4. Third Avenue Value Fund

R. Scott Alsterda, Esq., at Ungaretti & Harris, in Chicago,
Illinois, informs the Court that the Four Creditors want to take
depositions, pursuant to Rule 2004 of the Federal Rules of
Bankruptcy Procedure, at a mutually convenient time and place,
of the persons in the Debtors' employ most knowledgeable about
these matters:

(a) The 364-Day Credit Agreement

    On November 13, 2001, Kmart entered into the Agreement with:

    -- co-syndication agents:

       * Credit Suisse First Boston;
       * Fleet National Bank; and
       * the Bank of New Fork

    -- The Chase Manhattan Bank as administrative agent; and

    -- JP Morgan Securities Inc. as advisor, arranger &
       book-runner.

    The Agreement was a revolving credit agreement that allowed
    Kmart to borrow up to $400,000,000.  As of the Petition
    Date, Kmart had borrowed $400,000,000;

(b) The 365-Day Credit Agreement

    The Debtors had previously entered into a 365-Day Credit
    Agreement dated December 6, 1999.  Consequently, the
    Four Creditors want to find out:

    -- if the 364-Day Agreement is merely an extension or roll-
       over of the earlier 365 Day Agreement; and

    -- if so, what consideration was provided by the Lenders
       under the 364 Day Agreement for the 364 Day Guarantee;

(c) The Three-Year Agreement

    On December 6, 1999, Kmart entered into a Three-Year Credit
    Agreement with:

    -- Chase Securities Inc. as lead arranger and book manager;

    -- The Chase Manhattan Bank as administrative agent;

    -- Bank of America, National Association as syndication
       agent;

    -- Co-documentation agents:

       * BankBoston, N.A.; and
       * Bank of New York;

    The Agreement is a revolving credit agreement that allowed
    Kmart to borrow up to $1,100,000,000.  As of the Petition
    Date, Kmart had borrowed $664,000,000;

(d) The Credit Guarantees

    -- Credit Guarantee for the 364-Day Agreement

       On November 30, 2001, certain of Kmart's affiliates and
       subsidiaries, including Kmart of Michigan, Inc., entered
       into a guarantee agreement, which guarantee Kmart Corp.'s
       obligations under the 364 Day Agreement.

    -- Credit Guarantee for the Three-Year Agreement

       On December 6, 1999, certain of Kmart's affiliates and
       subsidiaries, including Kmart of Michigan and Kmart
       Properties Inc., entered into a guarantee agreement,
       which guarantee Kmart's obligations under the Three-Year
       Agreement;

(e) The Disclosure of the Credit Guarantees in the Debtors'
    Public Filings

    The amounts loaned to Kmart under the Notes are pari passu
    with the amounts provided to Kmart under the Credit
    Agreements.  However, Kmart's subsidiaries purported to give
    guarantees in connection with the Credit Agreements.  But
    these entities did not provide guarantees for Kmart's
    obligations under the Notes.

    The Four Creditors are unaware of any public disclosure made
    by the Debtors as to the existence, amount and value of the
    Credit Guarantees;

(f) The Transfer of the Intellectual Property to Kmart of
    Michigan

    On October 30, 1991, Kmart assigned to Kmart Properties all
    of its domestic service marks, trademarks and tradenames,
    including the Kmart logo.  The Transfer made Kmart
    Properties the owner of all of Kmart's domestic intellectual
    property.

    Kmart Properties later transferred the Intellectual Property
    to Kmart of Michigan on October 25, 2000, under an
    Assignment Agreement between Kmart Properties and Kmart of
    Michigan;

(g) The Value of the Intellectual Property

    According to a 1991 estimate made by Price Waterhouse LLP,
    the value of the Intellectual Property was around
    $2,700,000,000 to $4,100,000,000.  That estimate was
    provided to Kmart.

    However, under the Assignment Agreement between Kmart
    Properties and Kmart of Michigan, Kmart Properties assigned
    the Intellectual Property for a $10 consideration;

(h) The Royalty Agreement

    During the transfer of the Intellectual Property to Kmart of
    Michigan, Kmart and Kmart of Michigan executed a Royalty
    Agreement whereby Kmart agreed to pay Kmart of Michigan 1.1%
    of Kmart's gross sales in return for the use of the
    Intellectual Property.  Kmart's Schedules of Assets and
    Liabilities filed in April 2002 shows that Kmart owes
    $316,014,920 to Kmart of Michigan for royalty payments.

    The Four Creditors assume this royalty payments stem from
    the Royalty Agreement; and

(i) The Kmart of Michigan/Kmart Merger

    On October 25, 2000, Kmart Properties merged with Kmart.  
    The surviving entity was Kmart.  At the time the merger, all
    the assets held by Kmart Properties were transferred to
    Kmart. Interestingly, the Kmart of Michigan Assignment
    Agreement was not executed and dated by the parties until
    October 26, 2000 -- a day after any assets held by Kmart
    Properties (including the Intellectual Property) had been
    transferred to Kmart as a result of the merger.

According to Mr. Alsterda, the Four Creditors need to determine
if the Intellectual Property was even transferred to Kmart of
Michigan.  If the Intellectual Property was not transferred, the
Property would reduce the value of the assets held by Kmart of
Michigan thereby devaluing the Credit Guarantees it gave.  If it
was, Mr. Alsterda contends that Kmart should have held those
assets for the benefit of Kmart's unsecured creditors.

The Four Creditors are also concerned with the royalty fee.  Mr.
Alsterda notes the royalty fee is not based on net earnings or
EBITDA, but rather on gross sales volume.  Gross sales is not
determinative of the value received from the use of the
Intellectual Property, but is instead a sleight-of-hand way to
maximize the value of Kmart of Michigan to the detriment of
Kmart and the other entities in the consolidated group of
companies.

For example, in 2001, Kmart had gross sales of almost
$30,000,000,000 but incurred a net loss of $2,400,000,000.
Notwithstanding Kmart's poor performance, Kmart of Michigan
would still be entitled to 1.1% of the gross sales under the
Royalty Agreement.  This was 100% profit for Kmart of Michigan,
especially since it only paid $10 for the Intellectual Property
and bore no relationship whatsoever to the financial performance
of Kmart or the value, if any, derived from the use of the
Intellectual Property.

"On a consolidated basis, the amount charged by Kmart of
Michigan to Kmart for use of the Intellectual Properly should be
of no concern as the value stays within the consolidated group
of companies.  The problem is, however, that since Kmart of
Michigan did not give a guarantee with respect to the Notes but
did give a guarantee under the Credit Agreements, the Kmart
entities' accounts cannot be analyzed on a consolidated basis,"
Mr. Alsterda declares.

Given the royalty payments earned by Kmart of Michigan from the
Intellectual Property -- $300,000,000 per annum -- the Four
Creditors want a disclosure concerning the current value of the
Intellectual Property.  The Debtors' Schedule of Assets and
Liabilities attribute a zero value to the Intellectual Property.

"This documentation and information is important for the Four
Creditors to ascertain the true value of the Intellectual
Property in order to determine if Kmart has a claim against
Kmart of Michigan for a fraudulent transfer and the value of
such claim or if the Creditors should move to substantively
consolidate these cases," Mr. Alsterda tells Judge Sonderby.
(Kmart Bankruptcy News, Issue No. 32; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


LAIDLAW: W.D.N.Y. Court Approves Global Settlement Agreement
------------------------------------------------------------
In 2000, certain bondholders of Laidlaw Inc. and its debtor-
affiliates filed a fraudulent class action with the District
Courts in South Carolina and in the Southern District of New
York.  The Laidlaw Bondholders purchased securities during the
period September 24, 1997 through and including March 13, 2000.  
The Laidlaw Bondholders alleged that during that period, Laidlaw
and the other defendants misrepresented potential investors
through false and misleading financial statements and press
releases concerning the relative priority of certain of
Laidlaw's debentures and its financial condition.  Laidlaw
defendants denied all liability.

A similar lawsuit was also filed against Citibank N.A.,
Laidlaw's prepetition indenture trustee.

In mid-2001, parties in the Laidlaw and Citibank litigations
engaged in extensive settlement conferences.  After five months
of negotiations, the parties in both litigations agreed in
principle on a preliminary memorandum of understanding to settle
the actions.  This ultimately led to the execution of a
settlement stipulation.

The Debtors ask the Court to allow them to participate in the
Settlement Stipulation.

Gary Graber, Esq., at Hodgson Russ LLP, in Buffalo, New York,
explains that the resolution of the Bondholders' Litigation
pursuant to the terms of the Settlement Stipulation would
greatly hasten the Debtors' reorganization process, thereby
allowing them to quickly emerge from these bankruptcy cases.  
Once the uncertainty regarding the potential personal liability
of Laidlaw Inc. is resolved, the Debtors can focus their efforts
and push forward with their reorganization plan.

Mr. Graber also points out that, aside from receiving the cash
amount of $12,500,000, less notice costs from the Settlement
Stipulation, Laidlaw will be discharged from any potential
liability arising from the Laidlaw Bondholders' Litigation and
the Citibank Litigation, thereby eliminating one of the major
contingent claims against them.

The Settlement Stipulation provides for:

A. the settlement and release of all claims in both the Laidlaw
   Bondholders' Litigation and the Citibank Litigation through
   cash considerations of:

   (a) $42,875,000 as Settlement Fund for the Laidlaw
       Bondholders in the securities actions, and

   (b) $12,500,000 as Settlement Fund for Laidlaw Inc.

   It is provided that all the effective conditions of the
   Settlement Stipulation are met; and

B. the contribution of the Class Settlement Fund and the
   Laidlaw Settlement Account by the:

   (a) American Home Assurance Company, the insurer for Laidlaw
       Inc. and the Individual Defendants

   (b) Underwriter Defendants:

       * Banc of America Securities LLC
       * Bank One Capital Markets, Inc.
       * Bear Stearns & Co. Inc.
       * CIBC World Markets Corp.
       * Citicorp North America Inc.
       * Goldman, Sachs & Co.
       * Merrill Lynch, Pierce, Fenner & Smith Inc.
       * TD Securities (USA) Inc.

   (c) Accountant Defendants:

       * PricewaterhouseCoopers LLP, Canada
       * PricewaterhouseCoopers LLP, US; and

   (d) Citibank.

Mr. Graber informs the Court that the releases between PwC-US
and PwC-Canada, on one hand, and all other parties on the other,
becomes effective on the PwC Effective Date, which is the first
business day when all these conditions have occurred:

(a) All conditions to the Settlement Stipulation, except for the
    occurrence of the effective date of a plan of reorganization
    in these cases have either been satisfied or waived;

(b) Entry of a final order and judgment:

    -- by the South Carolina District Court:

       (1) approving and confirming the Settlement Stipulation;
           and

       (2) dismissing the bondholder's actions on the merits,
           with prejudice and without costs on the basis of the
           Settlement Stipulation, as to the Laidlaw Bondholders
           and all Class Members; and

       (3) providing that, if at any time after the Settlement
           Effective Date, one or more parties to the Settlement
           Stipulation asserts claims against other parties to
           the Stipulation, any judgment received by that
           claiming party against the other party will be
           reduced by the greater of:

             (i) the amount paid to the claimant by PwC-Canada
                 or PwC-US;

            (ii) the amount that corresponds to the relative
                 percentage of responsibility of PwC-Canada or
                 PwC-US for the judgment;

   -- by the U.S. and Canada Bankruptcy Courts approving
      Laidlaw's participation in the Settlement Agreement.  The
      U.S. Bankruptcy Court must also issue an Order that:

      (1) any amounts recovered by a party under the Settlement
          Stipulation will not affect, with certain limited
          exceptions, the claims that that party will have
          against the Debtors in these cases; and

      (2) the Underwriter Defendants, the Accountant Defendants
          and American Home waive any right of subrogation and
          will assert no claims against Laidlaw with respect to
          any money paid under the Settlement Stipulation;

(c) Three business days after the expiration of the time for
    appeal from any of the final order and judgment entered by
    the Courts.  If any appeal is taken, the expiration of three
    business days after final affirmance of those orders, not
    subject to further review, appeal or petition for rehearing,
    by the highest court before which appellate review is or
    could be sought; and

(d) Payment into the Special Account by or on behalf of the
    Accountant Defendants of their required payment to the Class
    Settlement Fund and their payment to Laidlaw towards the
    Laidlaw Settlement Account.

Mr. Graber indicates that the Settlement Stipulation becomes
effective with respect to the claims between all other parties
only once both the PwC Effective Date and the Plan Effective
Date have occurred.

The Settlement Stipulation is also conditioned on:

   -- the consolidation of the Citibank Litigation and the
      Laidlaw Bondholders' Litigation and the classes in the
      consolidated case must be certified pursuant to Rule
      23(b)(3) of the Federal Rules of Civil Procedures;

   -- the entry of a bar order under 12 U.S.C. Section 78u-4(f)
      (7)(A) by the Southern Carolina District, barring and
      discharging all claims for contribution and
      indemnification:

      (1) against PwC-U.S. and PwC-Canada as of the PwC
          Settlement Effective Date; and

      (2) against all other defendants as of the later of the
          Settlement Effective Date and the Plan Effective Date;

   -- the inclusion of:

      * Westdeutsche Landesbank Girozentrale;
      * New York Branch;
      * the Aid Association for Lutherans;
      * American General Life Insurance Company; and
      * the Variable Annuity Life Insurance Company,

      as members of the Settlement Class.

The Settlement Stipulation provides these termination rights:

   (1) American Home will have the right, in its sole
       discretion, to terminate all its obligations under the
       Settlement Stipulation, in the event any party to the
       Settlement Stipulation or its related entities file
       before the Settlement Effective Date, any claim against:

       * Laidlaw;

       * any of its subsidiaries, excluding Safety-Kleen;

       * any individual Defendant; or

       * any other person who was an officer or director of
         Laidlaw and its subsidiaries at any time during the
         period March 1, 1996 to May 12, 2000;

       which claim is:

         (i) barred by a Release on both PwC Settlement
             Effective Date and Settlement Effective Date; and
    
        (ii) covered by an insurance policy issued by American
             Home or any of its affiliates, or any policy excess
             thereto, which proceeds remain available to be paid
             on the claim;

   (2) All obligations of the Underwriter Defendants and
       Citibank, including their obligation to pay their
       respective required payments, will immediately terminate:

         (i) when any party to the Settlement Stipulation or its
             related entities file before the Settlement
             Effective Date, any claims against the Underwriter
             Defendants or Citibank that would be barred by a
             release on the PwC Effective Date or the Settlement
             Effective Date; or

        (ii) upon the termination of American Home's obligations
             under the Settlement Stipulation;

   (3) Any party may assert against any other party a claim not
       barred by law or a Release that has become effective by
       its terms in the event that:

         (i) American Home, the Underwriter Defendants or
             Citibank exercise their respective termination
             rights;

        (ii) the Settlement Effective Date will not occur; and

       (iii) upon termination of the South Carolina District
             Court;

   (4) Each Defendant and American Home will have the option to
       withdraw from the Settlement Stipulation by giving
       written notice to the Court and all other parties, in the
       event that, not later than five business days before the
       hearing approving the Settlement Stipulation in the South
       Carolina District:

         (i) persons who would otherwise be Class Members have
             properly submitted timely requests for exclusions
             from the Settlement Class; and

        (ii) these persons in the aggregate have claims relating
             to the Laidlaw Bonds greater than the amount
             specified in a supplemental agreement to the
             Settlement Stipulation;

       in that event:

       -- the withdrawing Defendant will no longer be a party to
          this Settlement Stipulation; and

       -- all obligations of the other parties under the
          Settlement Stipulation will terminate;

       If any of American home, the Individual Defendants,
       the Underwriter Defendants, or Citibank exercises its
       rights to terminate the settlement, the Bondholder
       Plaintiffs will have the option to terminate the
       Settlement with any of the foregoing defendants but not
       the Settlement with respect to the Accountant Defendants.

       If either of the Accountant Defendants exercise their
       rights to terminate the Settlement, the Bondholder
       Plaintiffs will have the option to terminate the
       settlement with all defendants.

Under the Settlement Stipulation, the South Carolina Court will
award the Bondholder Plaintiff's lawyers with sums for their
reasonable fees and expenses.  The award will not exceed 20% and
will be taken out from the Class Settlement Fund.  In addition,
the cost of providing notice and claims administration on the
settlement will be paid in these proportions:

   -- 70% from the escrow fund established between the
      Accountant Defendants;

   -- 30% from the escrow fund established by the Settlement
      between Bondholder Plaintiffs and American Home on behalf
      of Laidlaw and the Individual Defendants; and

   -- if the PwC Settlement Effective Date does not occur, the
      Underwriter Defendants will reimburse the Accountant
      Defendants 17.718% of the costs of the notice to the
      Settlement Class from the escrow fund established by the
      Settlement between Bondholder Plaintiffs and the
      Underwriter Defendants.

             Confidential Documents Filed Under Seal

Garry M. Graber, Esq., at Hodgson Russ LLP, in Buffalo, New
York, relates that, due to pending or threatened lawsuits
involving various defendants in the Laidlaw Bondholders
Litigation and the Citibank Litigation, certain parties to the
Settlement Stipulation do not want their relative contributions
under the Settlement Stipulation to be made public for fear of
prejudice to their positions in future litigation.  The
willingness of these parties to enter into the Settlement
Stipulation was conditioned expressly on a provision in the
Settlement Stipulation that their relative contributions remain
confidential, thereby preserving the Settlement Stipulation's
significant value to the Debtors.

Accordingly, Laidlaw sought and obtained the Court's consent to:

   (a) file Exhibit H to the Settlement of Stipulation under
       seal;

   (b) file the Supplement under seal;

   (c) require that any other papers filed with respect to the
       relief requested in the Settlement Motion that discuss
       the contents of Exhibit H likewise be filed under the
       seal; and

   (d) provide that any proceedings concerning the Confidential
       Pleadings or its contents occur under seal.

The confidential pleadings will not be made available to the
general public, but only to:

   (i) counsel to the Laidlaw Debtors;

  (ii) the U.S. trustee;

(iii) counsel to the Creditor's Committee;

  (iv) counsel to the Subcommittee of Laidlaw Bank creditors;

   (v) counsel to the Subcommittee of Laidlaw bondholder
       creditors; and

  (vi) counsel to the parties to the Settlement Stipulation.

                      *    *    *

The Court issued an order authorizing the Debtors to take all
actions necessary or appropriate to participate in and give
effect to the Settlement Stipulation.  The Order further states:

   (a) any amounts received by Plaintiffs or Class Members
       pursuant to the Settlement, other than in respect of
       Laidlaw's receipt of the Laidlaw Settlement Amount, will
       not in any manner reduce:

       -- the amounts of any claims they may have for principal
          or accrued interest with respect to the bonds of
          Laidlaw they held; or

       -- their entitlement to distributions of value from
          Laidlaw in accordance with the bankruptcy and
          insolvency laws of the U.S. or Canada;

       provided, however, that the Laidlaw Bondholders will not
       recover from all sources more than 100% of their claims
       for principal or accrued interest and other amounts owing
       with respect to the Laidlaw bonds they held;

   (b) any amounts received by the Laidlaw Bondholders in
       respect of the Laidlaw Settlement Amount before, on, or
       after the effective date of the plan of reorganization
       will reduce the Bondholders' respective claims under the
       reorganization plan only to the same extent as the claims
       of other Laidlaw creditors are similarly reduced on
       account of amounts received by them in respect of the
       Laidlaw Settlement Amount;

   (c) the Underwriter Defendants, Accountant Defendants and
       American Home are deemed to have waived, upon
       the effectiveness of the Settlement as to them, any right
       of subrogation.  They will no longer assert claims
       against Laidlaw with respect to any money paid under the
       Settlement. (Laidlaw Bankruptcy News, Issue No. 23;
       Bankruptcy Creditors' Service, Inc., 609/392-0900)  


LAIDLAW INC: Reports Results for Third Quarter of Fiscal 2002
-------------------------------------------------------------
Laidlaw Inc. announced financial results for its third fiscal
quarter ended May 31, 2002 and the first nine months of fiscal
2002.

In June 2001, Laidlaw Inc., and five of its subsidiary holding
companies - Laidlaw Investments Ltd., Laidlaw International
Finance Corporation, Laidlaw One, Inc., Laidlaw Transportation,
Inc. and Laidlaw U.S.A., Inc. filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in
the United States Bankruptcy Court for the Western District of
New York. At the same time, Laidlaw Inc. and Laidlaw Investments
Ltd. filed cases under the Canada Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice of
Toronto, Ontario. Laidlaw's plan of reorganization, as filed,
contemplates no distribution in value to holders of Laidlaw's
equity.

                  Consolidated Revenue

For the nine months ended May 31, 2002, the consolidated revenue
for Laidlaw's Contract Bus Services (school busing, municipal
transit and paratransit), Greyhound and Healthcare Services
(healthcare transportation and emergency management services)
segments declined to $3.455 billion from the $3.462 billion for
the comparable first nine months of fiscal 2001.

For the quarter ended May 31, 2002, consolidated revenue
declined nominally to $1.187 billion from the $1.188 billion for
the comparable period of fiscal 2001.

                  Consolidated EBITDA

Consolidated earnings, before interest, taxes, depreciation and
amortization (EBITDA) for the first nine months of fiscal 2002
(before the third quarter goodwill impairment charges at the
Contract Bus and Healthcare Services segments discussed below
and the first quarter goodwill impairment charge at Greyhound)
declined to $429.7 million compared with $452.6 million for the
first nine months of fiscal 2001.

Consolidated EBITDA for the third quarter of fiscal 2002 (before
the goodwill impairment charges) was $159.4 million compared
with $164.0 million for the third quarter of fiscal 2001.

         Recontinuance of Healthcare Businesses

As previously reported, during the fourth quarter of its 2001
fiscal year, the company determined that the Healthcare Services
businesses no longer qualified for classification as
discontinued operations. The company intends to operate these
service businesses with a view towards maximizing long-term
value. The Healthcare Services operating results for the prior
periods, which previously were reported as discontinued
operations, have been reclassified as continuing operations.
Certain items in the fiscal 2001 results have been reclassified
to present all operations as "continuing" in the comparative
fiscal period.

                Goodwill Impairment

During the three months ended May 31, 2002, the company incurred
a goodwill impairment charge of $13.2 million at the Contract
Bus Services segment and $58.0 million at the Healthcare
Services segment. The company reviewed the value assigned to
goodwill at these segments in light of continued depressed
operating results during the last few years and expected
performance of these segments. These factors indicated that a
permanent impairment in value existed at the respective
operations. The goodwill impairment charges were calculated
based on independent valuations of the underlying businesses.

                      Net Loss

The company reported a net loss of $78.1 million ($0.24 per
share) for the nine months ended May 31, 2002, compared with a
net loss of $114.0 million ($0.35 per share) for the same period
of fiscal 2001.

For the quarter ended May 31, 2002, the company reported a net
loss of $17.0 million ($0.05 per share) compared with a net loss
of $24.0 million ($0.07 per share) for the same quarter of
fiscal 2001.

                  Segment Results

In addition to reporting the Healthcare Services businesses as
continuing operations, as previously discussed, the company has
changed the reportable segments for the fiscal 2002 periods
described in this release as compared to fiscal 2001. The former
Education Services segment, which consisted solely of the school
busing operations, has been combined with the municipal transit
and paratransit operations to form the Contract Bus Services
segment. The former Inter-city, Transit and Tour services
segment, which consisted of Greyhound operations and the
municipal transit and paratransit operations, now consists only
of the Greyhound operations and has been renamed Greyhound.

                 Contract Bus Services

During the nine months ended May 31, 2002, revenue at Contract
Bus Services increased 1.2% to $1.533 billion from $1.515
billion for the comparable period of fiscal 2001. EBITDA (before
the $13.2 million third quarter goodwill impairment charge)
increased 3.0% to $318.9 million compared with $309.6 million
for the same period of fiscal 2001.

During the third quarter of fiscal 2002, revenue increased 0.7%
to $ 532.0 million from $528.4 million for the comparable period
of fiscal 2001. EBITDA (before the $13.2 million goodwill
impairment charge) was $116.4 million compared with $112.6
million for the third quarter of fiscal 2001.

                      Greyhound

For the nine months ended May 31, 2002, revenue at Greyhound
declined 3.1% to $863.2 million from the $890.4 million for the
first nine months of fiscal 2001. EBITDA (before the $123.5
million goodwill impairment charge recorded in the first quarter
of fiscal 2002) was $32.8 million compared to $47.8 million for
the comparable fiscal 2001 period.

Revenue for the quarter ended May 31, 2002, declined 3.1% to
$297.5 million compared with $307.1 million for the comparable
fiscal 2001 period. EBITDA declined to $14.5 million compared
with $21.3 million for the same quarter of fiscal 2001.

                Healthcare Services

Healthcare Services' revenue was $1.058 billion for the nine
months ended May 31, 2002, a 0.1% increase from the $1.057
billion for the first nine months of fiscal 2001. EBITDA (before
the $58.0 million third quarter goodwill impairment charge) was
$78.0 million compared with $95.2 million for the comparable
2001 period.

Revenue for the quarter ended May 31, 2002, increased 1.5% to
$357.8 million from $352.5 million for the comparable period in
fiscal 2001. EBITDA (before the $58.0 million goodwill
impairment charge) decreased to $28.5 million from $30.1 million
for the third quarter of fiscal 2001.

         Nine-month Revenue and EBITDA Commentary

Year-to-date revenue growth at Contract Bus Services resulted
from school busing contract price increases and the addition of
new routes. Greyhound's revenue decline was the consequence of
reduced ridership resulting from the effect of September 11,
2001 and a subsequent incident involving a Greyhound passenger
in early October, 2001. Lower fuel prices motivated some
travelers to return to their cars. Ticket price increases,
resulting from increased average trip lengths, partially offset
revenue declines. Healthcare Services revenue was strengthened
by an increased number of transports and the renegotiation of a
significant contract in the healthcare transportation business
and the sale of previously written-off accounts receivable in
the emergency management service business. Partially offsetting
these revenue gains were exits from unprofitable contracts in
the emergency management services business.

The nine-month EBITDA (before the goodwill impairment charge)
increase at Contract Bus Services was the result of the new
higher-margin school bus business and a reduction in school bus
accident claims-related costs. These positive factors more than
offset increased personnel costs across the segment and
increased accident claims-related costs in the municipal transit
and paratransit business. At Greyhound, lower EBITDA (before the
goodwill impairment charge) resulted from reduced ridership and
increased lower-margin long-haul business along with increases
in pension, security and accident claims-related costs. These
factors were partially offset by reduced rent paid to the New
York Port Authority for space in its terminal in Manhattan,
along with reductions in advertising expenditures. The EBITDA
reduction (before the goodwill impairment charge) at Healthcare
Services resulted from increases in personnel-related and
accident claims-related costs in the healthcare transportation
business. These cost increases were partially offset by gains
attributable to the sale of previously written-off accounts
receivable in the emergency management services business.

Laidlaw Inc. is a holding company for North America's largest
providers of school and inter-city bus transportation, municipal
transit and paratransit, patient transportation and emergency
management services.  All dollar amounts are in U.S. dollars.


LEAP WIRELESS: S&P Further Junks Corporate Credit Rating to CC
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on wireless carrier Leap Wireless International Inc. to
double-'C' from triple-'C'-minus following the company's
September 6, 2002, 8-K filing indicating that it had defaulted
on interest payments under its vendor facilities at operating
subsidiary Cricket Communications Inc.

The senior unsecured debt, which is rated single-'C', and the
corporate credit rating remain on CreditWatch with negative
implications. As of June 30, 2002, San Diego, California-based
Leap had $2.1 billion of debt outstanding.

"The default by the subsidiary increases the likelihood that
Leap will either restructure its debt through a distressed
default, default on its debt, or be subject to a potential
bankruptcy filing if the subsidiary files for Chapter 11
protection," Standard & Poor's credit analyst Catherine
Cosentino said. "On a default, bankruptcy filing, or completion
of a distressed exchange by Leap, the ratings will be lowered to
'D' and subsequently withdrawn."


MATLACK SYSTEMS: Wants Exclusive Period Extended to October 22
--------------------------------------------------------------
Matlack Systems, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for a seventh
extension of their exclusive periods.  The Debtors seek to
maintain their exclusive right to file and propose a plan of
reorganization through October 22, 2002, and want the exclusive
right to solicit acceptances of that plan through December 24,
2002.

The Debtors contend they've exhibited good faith progress
towards rehabilitation.  Once they realized reorganization was
not a viable option, the Debtors, with the consent of the
Committee and First Union, began the process of winding down
operations and liquidating assets.  This has been a substantial
undertaking as the Debtors owned hundreds of trailers and
terminal assets which needed to be identified, valued and
auctioned.  To date, the Debtors have sold substantially all of
their assets resulting in sale proceeds in excess of over $43
million.

Additionally, since the initiation of these cases, the Debtors
and their advisors have devoted substantial attention to:

     i) handling countless operational issues, including
        responding to creditor, vendor, dealer, customer and
        employee concerns and questions;

    ii) continuing to assess the prospects for a sale of the
        Debtors' remaining assets;

   iii) continuing the claims administration process, in which
        thousands of claims filed against the Debtors and listed
        on their schedules of liabilities are being reviewed and
        analyzed.

The Debtors are now devoting their resources to formulating a
plan of reorganization. To facilitate these negotiations, the
Debtors are in the process of conducting an analysis of the
potential preference claim recovery and are reviewing
administrative and priority claims that must be satisfied.

Matlack Systems, Inc., North America's No. 3 tank truck company,
provides liquid and dry bulk transportation, primarily for the
chemicals industry.  The company filed for chapter 11 protection
on March 29, 2001 and is represented by Richard Scott Cobb,
Esq., at Klett Rooney Lieber & Schorling.  Matlack's 8Q Report,
filed with the Securities and Exchange Commission on June 3,
200, lists assets of $40,030,168 and liabilities of $85,211,346.


MCMS INC: Wins Nod to Use Additional Lehman's Cash Collateral
-------------------------------------------------------------
MCMS, Inc., and its debtor-affiliates sought and obtained
approval from the U.S. Bankruptcy Court for the District of
Delaware to use more of Lehman's cash collateral, grant
additional replacement liens and provide continued adequate
protection pursuant to sections 361 and 363 of the Bankruptcy
Code and Bankruptcy Rule 4001.

The Debtors are authorized to use Lehman's cash collateral
through October, 2002 to meet certain remaining operating
expenses, payroll and other obligations up to a maximum of
$330,000.  Additionally, the Carve-Out for the Debtors'
professionals will be increased by $70,000 and the Carve-Out for
the Committee's professionals shall be increased by $25,000

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.


MISSISSIPPI CHEMICAL: Moody's Junks Sr. Notes With Neg. Outlook
---------------------------------------------------------------  
Moody's Investors Service lowered the ratings of Yazoo City,
Mississipi-based producer of nitrogen fertilizer products,
Mississippi Chemical Corporation:

   * $200 million guaranteed senior notes, due 2017 (holders may
     elect to have the notes repaid in 2007)- to Caa2 from B3

   * Senior implied rating- to B3 from B2

   * Issuer rating- to Caa2 from B3

The rating outlook remains negative while approximately $200
million of debt securities are affected.

The rating actions and outlook consider the company's continuing
losses since 1999, the adverse impact on the company of volatile
U.S. natural gas prices, and Moody's expectation of continuing
competition from imports of low-cost nitrogen fertilizer
products.

The ratings also reflect the fact that the company's $200
million senior secured asset-based credit facility matures on
November 25, 2002, and the company is in the process of
negotiating a new credit facility. Failure to finalize the
refinancing of the credit facility would result in a further
downgrade, says Moody's.


NATIONAL STEEL: Court Extends IRS Claims Bar Date to Jan 3, 2003
----------------------------------------------------------------
The United States of America sought and obtained approval from  
the U.S. Bankruptcy Court for the Northern District of Illinois
to extend the September 6, 2002 bar date for filing federal tax
claims against National Steel Corporation and its debtor-
affiliates to January 31, 2003.

Patrick J. Fitzgerald, Esq., United States Attorney for the
Northern District of Illinois, explained that an audit of a
multi-million dollar group of corporations like the Debtors is
extremely complex and time-consuming.  Given the extent, scope
and complexity of the audits at issue, the Internal Revenue
Service will be unable to file accurate claims with respect to
the Debtors' federal income tax liabilities before September 6,
2002.  The Internal Revenue Service expects to complete their
review and analysis of all adjustments to the audit years on or
before December 31, 2002. (National Steel Bankruptcy News, Issue
No. 14; Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that National Steel Corp.'s 9.875% bonds due
2009 (NSTL09USR1) are quoted between 38 and 42. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NSTL09USR1
for real-time bond pricing.          


NATIONSRENT INC: Parties Agree to Maintain Peace Until Oct. 10
--------------------------------------------------------------
NationsRent Inc., together with its debtor-affiliates, the
Official Committee of Unsecured Creditors and Fleet National
Bank, as Administrative Agent for itself and on behalf of the
DIP lenders, agree to adjourn the hearing with respect to:

   -- the Debtors' Second Motion to the extend the exclusive
      periods; and

   -- the Committee's Motion to terminate the Debtors' exclusive
      periods.

In a stipulation approved by the U.S. Bankruptcy Court for the
District of Delaware, the parties concur that:

A. The hearing with respect to the Termination Motion and the
   Second Extension Motion is adjourned until October 10, 2002;

B. The deadline for the Debtors' and Fleet and any other party
   in interest to respond to the Termination Motion is extended
   through and including October 3, 2002;

C. The deadline for the Creditors' Committee and any other
   party-in-interest to respond to the Second Extension Motion
   is extended through and including October 3, 2002;

D. The Debtors' Exclusive Periods are extended through and
   including the date on which the Bankruptcy Court enters an
   order resolving the Termination Motion and the Second
   Extension Motion;

E. All written and oral discovery with respect to the
   Termination Motion and the Second Extension Motion is stayed
   through and including September 26, 2002, unless the parties  
   will all agree in writing to a further stay, in which case,
   the stay will continue until a later date as the parties may
   agree; and

F. All written and oral discovery with respect to the Creditors'
   Committee Investigation of:

   (a) the validity, extent, perfection or priority of the
       mortgage, security interests and liens of the
       Administrative Agent in and to the Prepetition
       Collateral; and

   (b) the validity, allowability, priority, status or size of
       the Prepetition Indebtedness;

   is stayed through and including September 12, 2002, unless
   the parties will all agree in writing to a further stay, in
   which case the stay will continue until a later date as the
   parties may agree. (NationsRent Bankruptcy News, Issue No.
   18; Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that NationsRent Inc.'s 10.375% bonds due
2008 (NRNT08USR1) are quoted between 1 and 2. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NRNT08USR1
for more real-time bond pricing.


OWENS CORNING: Owens-Illinois Wants To See Kaylo Asbestos Docs.
---------------------------------------------------------------
Owens-Illinois Inc. asks the Court to lift the automatic stay to
allow limited discovery of Owens Corning Corp.  In the
alternative, Owens-Illinois wants the Court to compel Owens
Corning to produce its electronically stored data and any
software required to search the electronic data of all sales
invoices and records pertaining to sales by Owens Corning of
Kaylo asbestos-containing products.

Paul A. Bradley, Esq., at McCarter & English LLP, in Wilmington,
Delaware, relates that Owens-Illinois needs this information to
determine the extent of its asbestos-related liability in
connection with the defense of ongoing asbestos-related lawsuits
against it.

According to Mr. Bradley, Owens-Illinois began manufacturing
commercial quantities of Kaylo asbestos-containing products in
1948 and continued its manufacture until about April 30, 1958.
In 1953, Owens-Illinois entered into a sales agreement with
Owens Corning Fiberglas Corp. under which Owens-Illinois agreed
to sell Kaylo asbestos-containing products to Owens Corning
Fiberglas. Owens-Illinois sold its Kaylo Division to Owens
Corning Fiberglas on April 30, 1958 but prior to that, Owens-
Illinois had already ceased the manufacture of asbestos-
containing products.

Mr. Bradley informs the Court that Owens-Illinois received its
first lawsuit alleging asbestos-related disease in 1975.  Since
that time, Owens-Illinois and Owens Corning Fiberglas have been
named as asbestos manufacturing co-defendants in thousands of
lawsuits.

Mr. Bradley explains that Owens-Illinois seeks a complete
authenticated set of Owens Corning Fiberglas' invoices of sales
of Kaylo before 1958 and records of Kaylo sales after 1958.  The
records will:

-- help Owens-Illinois in its defense against third-party
   asbestos suits;

-- assist in apportioning liability between Owens-Illinois and
   the Debtors' estate; and

-- assist Owens-Illinois in evaluating whether it has any claims
   against the Debtors' estate for contribution and indemnity.

Mr. Bradley relates that in the pending lawsuits, confusion
often arises over whether the Kaylo identified by witnesses was
made by Owens Corning Fiberglas or Owens-Illinois.  The
documents sought have previously been provided to asbestos
plaintiffs' counsel throughout the country on compact discs in
formats inhibiting database searches or requiring special or
proprietary software for retrieval.  Prior to the Petition Date,
Owens Corning Fiberglas commonly produced this information to
Owens-Illinois and plaintiff's counsel in its asbestos
litigation defense efforts. (Owens Corning Bankruptcy News,
Issue No. 37; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


OZ COMMS: Sets Annual Shareholders' Meeting For September 17
------------------------------------------------------------
The Annual Meeting of Shareholders of OZ Communications, Inc., a
California corporation, will be held on Tuesday, September 17,
2002, at 10:00 a.m. local time, at the offices of the Company,
Windsor Station, Suite 150, 1100 de La Gauchetiere, Montreal,
Canada. At the Annual Meeting, OZ's shareholders will be asked
to consider and vote upon:

        1.      The election of Skuli Mogensen, Gudjon Mar
                Gudjonsson, Steinthor Baldursson, and Robert G.
                Quinn to serve on OZ's Board of Directors for
                the coming year;

        2.      A proposal to amend the OZ 1995 Stock Option
                Plan to increase the number of shares available
                for grant under the Plan to 23,000,000;

        3.      A proposal to ratify the appointment of Deloitte
                Touche hf. as OZ's independent auditors for the
                fiscal year ending December 31, 2002; and

        4.      Such other business as may properly come before
                the Annual Meeting or before any adjournments or
                postponements thereof.

Only shareholders of record of OZ common stock and Series A
Preferred Stock at the close of business on August 1, 2002 are
entitled to notice of and to vote at the Annual Meeting or any
adjournments or postponements thereof.

                          *   *   *

As previously reported in the March 27, 2002 edition of the
Troubled Company Reporter, as a result of a termination of
agreements with Microcell Labs Inc. and Microcell Capital II,
Inc., OZ expects to recognize revenues from several Microcell
Labs Inc. specific development agreements, eliminate redeemable
common stock with a corresponding increase in additional paid-in
capital, record a reduction in common stock and paid-in capital,
a bad debt expense and an impairment loss on the related
intangibles that OZ recorded in connection with the acquisition
of the shares of MCE Holding Corporation in November 2000. In
the quarter ended December 31, 2001, OZ expects to record an
$8.9 million non-cash impairment loss on intangible assets as an
operating expense in connection with both the cancellation of
the Microcell agreements and the cancellation of the Ericsson
development agreements in January 2002. In the quarter ending
March 31, 2002, OZ expects to recognize $4.75 million in revenue
from various specific development agreements with Microcell Labs
Inc. that is currently reflected on the balance sheet as
"deferred revenue", record a $3.1 million non-cash impairment
loss on intangible assets as an operating expense, eliminate
$4.5 million of redeemable common stock and increase additional
paid-in capital by a like amount, and allocate among common
stock, paid-in capital and bad debt expense $750,000 that was
due in November 2001 from Microcell Labs Inc. under the general
co-operation and development agreement, but which was forgiven
in connection with the return of 5,299,160 common shares of OZ
as part of the amendments.

Microcell has made significant cash payments to OZ since
November 2000. Consequently, termination of the agreements with
Microcell will result in the loss of a significant source of
OZ's operating cash. If OZ is unable to secure additional
sources of revenue, the termination of the agreements between OZ
and Microcell would have a material, adverse affect on OZ's
business and results of operations. OZ believes that its current
cash, cash equivalents and short-term investments, will be
sufficient to meet its anticipated cash needs for working
capital and capital expenditures for at least the next eight
months. While OZ intends to seek additional financing, there can
be no assurance that it will be successful.


PENN TREATY: S&P Assigns CC Rating to $74.75MM 6.25% Sub. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its double-'C'
subordinated debt rating to Penn Treaty American Corp.'s
(triple-'C'-minus/Stable) $74.75 million, 6.25% convertible
subordinated notes, which are due October 15, 2008.

The notes are offered as part of an exchange offer to holders of
the company's 6.25% double-'C' rated convertible subordinated
notes, which are due December 1, 2003. The exchange notes will
provide holders an interest coupon of 6.25% and will convert--
unless called--to shares of the company's common stock at a
price of $5.31 per share. The notes will include two years of
call protection and require mandatory conversion any time
thereafter if the 15-day trading average of outstanding shares
of its common stock exceeds 110% of the conversion price.

"Although the exchange offer will help reduce Penn Treaty's
current liquidity pressures, there is significant uncertainty
concerning the business position of the company's subsidiaries--
including single-'B'-minus rated Penn Treaty Network America
Insurance Co.--as they attempt to reestablish their position in
the long-term care insurance market after having previously
suspended new sales, coupled with a high level of financial
leverage and a low level of interest coverage," said Standard &
Poor's credit analyst Neal Freedman.

Penn Treaty has recently implemented several steps of its plan
to reestablish its market position, most notably obtaining
approval to underwrite new long-term care insurance business in
Florida, which has historically accounted for about 25% of sales
volume. In addition, Centre Solutions (Bermuda) Ltd. (Centre), a
subsidiary of Zurich Financial Services Group, recently
exercised its option to reinsure a portion of long-term care
insurance policies issued after January 1, 2002, which will aid
Penn Treaty in managing the statutory capital strain typically
associated with new business production.

The company currently does not have a sufficient number of
common shares available for issuance upon the conversion of the
exchange notes, the exercise of all outstanding options under
the company's stock option plans, and the four tranches of
warrants granted to Centre as part of its current reinsurance
agreement with the company. Penn Treaty plans to seek the
approval of its shareholders to increase the number of
authorized common shares to a sufficient amount to cover these
potential obligations. In the event that the shareholders do not
approve such an increase, the company would be obligated to make
equivalent cash payments in lieu of delivering the common stock.
Such cash payments would increase liquidity pressures.


PENTACON INC: Court Confirms Chapter 11 Plan Of Reorganization
--------------------------------------------------------------
Pentacon, Inc. (OTC Bulletin Board: PTAC), a leading distributor
of fasteners and other small parts and provider of related
inventory management services, announced that it is set to
emerge from Chapter 11.

Specifically, the Company announced that the United States
Bankruptcy Court for the Southern District of Texas issued an
order confirming its Plan of Reorganization.  Plan confirmation
means that all classes of creditors voted for the Plan and will
receive distributions in accordance with its terms.

Rob Ruck, Chief Executive Officer, commented: "This is a great
day for Pentacon.  I'd like to personally thank each and every
employee, customer and supplier for their support during this
process.  We are proud of the fact we obtained Plan approval
only 3 1/2 months after filing.  We are looking forward to the
completion of the sale and a total dedication to growing our
business."


PENTACON INC: Anixter To Acquire Assets On September 20
-------------------------------------------------------
Anixter International Inc (NYSE: AXE), the world's leading
distributor of communication products, said it has set September
20, 2002 as the closing date for its purchase of the assets and
operations of Pentacon, Inc.

The closing date was set following the confirmation of
Pentacon's Plan of Reorganization by the United States
Bankruptcy Court for the Southern District of Texas.  The Plan
confirmation means all classes of creditors voted in favor of
the Plan and will receive distributions in accordance with its
terms.

In connection with the purchase of the operations and assets of
Pentacon, all existing Pentacon employees will be retained and
all trade obligations will be assumed and paid in full so that
Pentacon will continue to provide uninterrupted service to its
customers.

Commenting on the acquisition, Bob Grubbs, President and CEO of
Anixter said, "We are pleased the Plan has been approved and are
now looking forward to working with the Pentacon team to grow
the business.  The perseverance of the Pentacon employees,
suppliers and customers through the uncertain period of
Pentacon's Chapter 11 bankruptcy proceedings is appreciated."

                     About Anixter

Anixter International is the world's leading distributor of
products that connect businesses to today's digital networks.  
The company adds value to the distribution process by providing
its customers access to 1) the largest technical sales force in
the industry, 2) more than 87,000 products and nearly $450
million in inventory, 3) 100 warehouses with more than 4 million
square feet of space, and 4) locations in 175 cities in 40
countries.  Founded in 1957 and headquartered near Chicago,
Anixter trades on The New York Stock Exchange under the symbol
AXE.


PILLOWTEX CORPORATION: President & COO Tony Williams Leaves Post
----------------------------------------------------------------
Pillowtex Corporation (OTC Bulletin Board: PWTX) announced that
Anthony T. "Tony" Williams, president and chief operating
officer, has resigned effective immediately to pursue other
interests.

Williams joined Pillowtex in May 2000 as executive vice
president and chief financial officer.  He was named president
and chief operating officer in November 2000.

"During his tenure at Pillowtex, Tony guided the Company through
a difficult period that included its reorganization and
successful emergence from Chapter 11.  We are indebted for his
service to the Company and wish him great success going
forward," said David Perdue, chairman and chief executive
officer.

Perdue will assume the responsibilities of president and chief
operating officer until a replacement for Williams is named.

Pillowtex Corporation, headquartered in Kannapolis, N.C., is a
leading designer, marketer and producer of household textiles
including towels, sheets, rugs, blankets, pillows, mattress
pads, feather beds, comforters and decorative bedroom and bath
accessories.  The Company markets its products under its own
brand names, including Cannon, Fieldcrest, Royal Velvet and
Charisma.  The Company also designs and manufactures private-
label home textile products for leading retailers.  Pillowtex
operates manufacturing and distribution facilities in the U.S.
and Canada and employs approximately 8,300 people.


PRECISION SPECIALTY: Panel Hires Campbell & Levine as DE Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 case involving Precision Specialty Metals, Inc.,
tells the U.S. Bankruptcy Court for the District of Delaware
that it wants to employ the law firm of Campbell & Levine as its
Delaware and associate counsel, nunc pro tunc to July 1, 2002.

The Committee tells the Court that Campbell & Levine's  
professionals have substantial experience in bankruptcy,
including bankruptcies involving mass tort liability,
insolvency, corporate reorganization and debtor/creditor law and
commercial law, and have participated in numerous proceedings
before this Court.

Campbell & Levine is expected to:

     a. consult with the debtor in possession concerning the
        administration of the case;

     b. consult with the Debtor as to the pending sale of all or
        substantially all of its assets and evaluating other
        potential bids for the Debtor's assets;

     c. investigate the acts, conduct, assets, liabilities, and
        financial condition of the Debtor, the operation of the
        Debtor's businesses and the desirability or the
        continuance of such businesses, and any other matter
        relevant to the case or to the formation of one or more
        Plans;

     d. participate in the formulation of one or more Plans,
        advise those represented by such Committee of such
        Committee's determination as to any Plan formulated, and
        collect and file with the Court acceptances or
        rejections of any such Plan;

     e. if appropriate, request the appointment of one or more
        trustees or examiners under Section 1104 of the
        Bankruptcy Code;

     f. assist the Committee and DKW in its investigation of the
        pre-petition acts and conduct of the Debtor and Bank of
        America;

     g. investigate and analyze on behalf of the Committee of
        the Debtor's related-party transactions and accounts,
        preference and fraudulent conveyance issues, and other
        relevant issues which affect the maximization of
        recovery for the creditors of the Debtor pursuant to
        Sections 542-550 and 553 of the Code;

     h. perform other services in the interests of the Debtor's
        unsecured creditors; and

     i. e-file all pleadings on behalf of the Committee;

The hourly rates of professionals principally designated to
represent the Committee are:

          Marla R. Eskin      Member            $275 per hour
          Aileen F. Maguire   Associate         $200 per hour
          Marnie Powell       Paralegal         $ 90 per hour
          Stephanie Peterson  Legal Assistant   $ 90 per hour

Precision Specialty Metals is a specialty steel conversion mill
engaged in re-rolling, slitting, cutting and polishing stainless
steel and high-performance alloy hot band into standard or
customized finished thin-gauge strip and sheet product. The
Company filed for Chapter 11 protection on June 16, 2001 in the
U.S. Bankruptcy Court for the District of Delaware. Laura Davis
Jones, Esq. at Pachulski, Stang, Ziebl, Young & Jones P.C.
represents the Debtor on its restructuring efforts.


PROVANT: Strategic Acquisition Spurs Non-Compliance with Nasdaq
---------------------------------------------------------------
On September 5, 2002, Provant, Inc. announced that The Nasdaq
Stock market had notified Provant that as a result of Provant's
acquisition of Strategic Interactive, Inc. in October 1998 it is
not in compliance with Nasdaq's shareholder approval
requirements, as set forth in Nasdaq Marketplace Rule
4350(i)(1), and that Provant's non-compliance would be
considered by the Nasdaq Listing Qualifications Panel when
deciding whether to proceed with Provant's application for its
common stock to be traded on The Nasdaq SmallCap Market.

As previously announced, Provant had received notification from
The Nasdaq Stock Market that it intended to delist Provant's
common stock from The Nasdaq National Market, due to Provant's
failure to comply with the U.S. $1.00 minimum bid price
requirement for continued listing on that market. In response,
Provant requested to have its common stock listed on The Nasdaq
SmallCap Market and its request was approved, subject to
Nasdaq's approval of Provant's application materials that
Provant has filed with Nasdaq.


PSINET INC: Stipulation Extends Qwest Admin Bar Date to Sept. 15
----------------------------------------------------------------
Qwest Corporation asserts that it has an administrative claim
against PSINet, Inc., and its debtor-affiliates, for $500,000
while Qwest Communications Corporation asserts that it has an
administrative claim against the Debtors for $1,137,843.

The parties agree that these are Estimated Administrative Claims
and desire to amicably resolve the actual administrative claim
amounts.  But they need more time to settle the matter.

In a Court-approved Stipulation, the parties agree that:

1. The Administrative Claims Bar Date is extended with respect
   to QC and QCC until September 15, 2002;

2. Prior to September 15, 2002, the Parties will use their best
   efforts to reach an agreement as to the actual administrative
   claim amounts owed by the Debtors to QC and QCC and the
   payment terms to settle the amounts;

3. The Debtors' estates will reserve and set aside an amount
   equal to the Estimated Administrative Claims for potential
   distribution to QC and/or QCC of their actual administrative
   claims;

4. QC and QCC reserve the right to amend the amounts of the
   Estimated Administrative Claims; and

5. In the event an agreement is not reached on or before
   September 15, 2002, QC and/or QCC will file a request for
   payment of administrative claims with the Court and serve the
   request upon the Debtors' counsel, the Liquidating Manager
   and the Creditors' Committee. (PSINet Bankruptcy News, Issue
   No. 27; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


QWEST: S&P Affirms B- & Junk Ratings on 3 Synthetic Transactions
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on three
synthetic transactions related to Qwest Communications
International Inc. and removed them from CreditWatch with
negative implications, where they were placed on August 29,
2002.

PreferredPLUS Trust Series QWS-1 and PreferredPLUS Trust Series
QWS-2 are swap-independent synthetic transactions that are weak-
linked to the underlying collateral, Qwest Capital Funding
Inc.'s (formerly U.S. West Capital Funding Inc.) debt. The
removal of these synthetic transactions' ratings from
CreditWatch follows the Sept. 6, 2002 removal from CreditWatch
of the underlying securities issued by Qwest Capital Funding
Inc. and guaranteed by Qwest Communications International Inc.

CorTS Trust for U.S. West Communication Debentures is a swap-
independent synthetic transaction that is weak-linked to the
underlying collateral, Qwest Corp.'s (formerly U.S. West
Communications Inc.) debt. The removal of this transaction's
rating from CreditWatch also follows the Sept. 6, 2002 removal
from CreditWatch of the underlying securities issued by Qwest
Corp.

    RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH NEGATIVE

              PreferredPLUS Trust Series QWS-1
            $40 million trust certs series QWS-1

        Class              Rating
                        To       From
        Certificates     CCC+     CCC+/Watch Neg


             PreferredPLUS Trust Series QWS-2
           $38.75 million trust certs series QWS-2

        Class              Rating
                        To       From
        Certificates     CCC+     CCC+/Watch Neg


        CorTS Trust for U.S. West Communication Debentures
         $40.565 million corporate-backed trust securities

        Class              Rating
                        To       From
        Certificates     B-       B-/Watch Neg


ROYSTER-CLARK: S&P Puts Ratings on Watch With Neg. Implications
---------------------------------------------------------------
Standard & Poor's placed its ratings on Royster-Clark Inc. on
CreditWatch with negative implications. The CreditWatch
placement reflects that Royster-Clark's financial performance
continues to be hurt by the challenging U.S. agribusiness
environment, which has resulted in a narrowing in headroom under
its bank covenants. Although the New York, New York-based
company was in compliance as of June 30, 2002, it will not
likely be in compliance as of September 30, 2002.

"The firm is currently renegotiating loan covenants with its
bank group," said Standard & Poor's credit analyst Kenneth G.
Drucker. "Standard & Poor's will meet with management and review
Royster-Clark's operating and financial plans, including its
negotiations with its senior lenders."

Royster-Clark is a retail and wholesale distributor of mixed
fertilizer, seed, crop protection products, and agronomic
services to farmers, primarily in the East, South, and Midwest
regions of the U.S.


SAMSONITE CORP: Reports $11.6MM Net Loss For Second Quarter
-----------------------------------------------------------
Samsonite Corporation (OTC Bulletin Board: SAMC) reported
revenues of $187.1 million, operating income of $20.3 million
and net loss to common stockholders of $11.6 million, or $0.58
per share, for the quarter ended July 31, 2002.  Operating
earnings for the current quarter include $0.5 million of
expenses associated with the Company's recent restructuring
activities.  These results compare to revenue of $199.9 million,
operating income of $16.0 million and net loss to common
stockholders of $7.1 million, or $0.36 per share, for the second
quarter of the prior year.  Operating earnings in the prior year
include $1.8 million of expenses associated with the Company's
restructuring activities.  Preferred stock dividends of
$10.5 million for the current quarter and $9.2 million for the
prior year are reflected in the net loss to common stockholders.

Adjusted EBITDA (earnings before interest expense, taxes,
depreciation, amortization, and minority interest, adjusted to
exclude restructuring provisions and expenses and to include
realized hedge gains), a measure of core business cash flow, was
$24.2 million for the quarter compared to $24.7 million in the
second quarter of the prior year.

Revenues for the six months ended July 31, 2002 were $347.6
million, a decrease of 11.3% from revenues of $392.0 million
during the same six-month period in the prior year.  Operating
earnings for the first six months of the year were $22.8 million
compared to $24.1 million during the prior year. Operating
earnings for the current year reflect a $2.5 million
restructuring and asset impairment provision and restructuring
related expenses of $3.1 million included in cost of goods sold.  
Operating earnings in the prior year reflect a $3.7 million
restructuring provision and restructuring related expenses of
$3.0 million included in cost of sales and selling, general and
administrative expenses.  Net loss to common stockholders for
the first six months of the year was $33.9 million, or $1.71 per
share, versus a net loss of $22.1 million before extraordinary
item, or $1.11 per share, during the prior year.  Adjusted
EBITDA for the first six months of the current year was
$36.5 million versus $44.3 million for the same period in the
prior year.

Chief Executive Officer, Luc Van Nevel, stated:  "The worldwide
economic recovery continues to fall short of expectations,
particularly in the U.S. and Europe; however, conditions have
improved since the fourth quarter of last year.  Recovery in the
travel industry in terms of airline travel statistics declined
slightly from the end of the first quarter.

"Reflecting this economic environment, luggage sales in Europe
and the U.S. are improving but continue to trail prior year
levels.  Asia luggage sales have recovered and are growing from
prior year levels.  Consolidated sales declined 6.4% from the
second quarter of the prior year, which is an improvement from a
sales decline of 16.5% in the first quarter compared to the
prior year.  Despite these lower sales levels, the Company's
EBITDA was almost equal to that reported for the second quarter
last year, and operating earnings for the quarter exceeded the
prior year.  This is a direct result of realizing cost savings
from our restructuring efforts over the past 18 months."

Chief Financial Officer, Richard Wiley, commented:  "In addition
to the improved operating results we are reporting for the
quarter, the Company continues to closely control its working
capital levels and related debt balances."

The Company also reported that negotiations with Artemis S.A.
and Ares Management L.P. regarding a recapitalization
transaction are ongoing; however, no assurance can be given with
respect to the timing or likelihood of entering into a
definitive agreement or completing any possible transaction.

In addition, the Company announced that it is delaying its
quarterly analyst conference call to discuss the second quarter
results until Monday, September 16, 2002, at 4:00 p.m. Eastern
Daylight Time in order to provide investors and other interested
parties time to review the Company's Form 10-Q filing for the
quarter ended July 31, 2002, which the Company expects to file
with the Securities and Exchange Commission prior to September
16, 2002.  The dial-in phone number is (888) 769-8713 in the
U.S. and (630) 395-0176 for international calls and the pass
code is Samsonite.  The leader of the call is Luc Van Nevel.  If
you cannot attend this call, it will be played back immediately
following completion through September 30, 2002.  The playback
number is (888) 566-0495 and (402) 998-0659 for international
calls.

Samsonite is one of the world's largest manufacturers and
distributors of luggage and markets luggage, casual bags,
backpacks, business cases and travel-related products under
brands such as SAMSONITE, AMERICAN TOURISTER, LARK, HEDGREN and
SAMSONITE black label.  For more information about Samsonite,
please visit our website at http://www.samsonite.com

At January 31, 2002, Samsonite Corp. had a total shareholders'
equity deficit of about $124 million.


SMARTSERV: Completes $3.5MM Equity Financing & Restructures Debt
----------------------------------------------------------------
SmartServ Online, Inc. (Nasdaq: SSOLC), a leading Web and
wireless applications and services provider, announced it has
completed a $3.5 million round of financing from a group of
accredited investors, consisting of the private placement of
common stock and warrants.

In addition to the financing, SmartServ has restructured
approximately $7 million in vendor financing debt with the
Hewlett-Packard Company ("HP"). Pursuant to the new loan terms,
HP will forgive all outstanding principal and interest in
exchange for (a) the payment of $1 million in cash over the next
six months, (b) a warrant to purchase 50,000 shares of SmartServ
common stock, and the return of certain unused HP equipment.

"The new financing and debt restructuring will allow us to
continue to build upon our recent momentum and successes," said
Sam Cassetta, CEO of SmartServ. "We can now focus on our plan to
generate profitability and enterprise value by servicing our
current client and distribution base, including major telecom
carriers in North America, as well as pursuing further business
development initiatives."

As previously announced, SmartServ is currently trading on the
Nasdaq SmallCap Market under a temporary exception to the net
tangible asset/shareholders' equity requirement. "We expect that
these two transactions will provide SmartServ with sufficient
capital to satisfy this requirement and maintain its listing on
the Nasdaq SmallCap Market. We will provide further information
about our listing status as it becomes available to us,"
concluded Mr. Cassetta.

SmartServ also announced that as part of its overall expense
reduction program, and in an effort to focus its resources on
meeting growing demand for its products and services throughout
North America, it has closed its sales offices in Hong Kong and
the United Kingdom, and will be terminating its previously
announced agreements in Hong Kong.

As of June 30, 2002, Smartserv Online is insolvent with a
recorded equity deficit of $3.2 million. Liquidity is strained
with total current liabilities exceeding total current assets by
1 million.

                     About SmartServ

SmartServ (Nasdaq: SSOLC), founded in 1993, is a B2B wireless
technology leader with a focus on providing financial
institutions and network service providers with potent, real-
time financial applications and transaction routing systems for
virtually any portable device, such as PDAs, RIM and mobile
handsets, over any wireless network, including GSM, CDMA and the
future 3G.

SmartServ's products include sophisticated engines capable of
routing high-volume transactions, alerts, real-time global
market quotes, and news to multiple destinations; proprietary
W2W MiddlewareT that configures content and applications for a
wide array of devices and networks; and a suite of applications
designed so that businesses and their customers can access real-
time or streaming information in order to make critical
financial decisions. Visit SmartServ at http://www.smartserv.com


SUPER DISCOUNT: Intends To File Plan of Liquidation Soon
--------------------------------------------------------
Super Discount Markets, the joint venture formerly operated by
SUPERVALU and Delhaize Group (Belgium) and based on Lithia
Springs, Georgia, will soon file its Plan of Liquidation,
according to F&D Reports.  The company's bankruptcy attorney
disclosed the distribution to unsecured creditors will be
approximately 20%.  However, some claims are still being
evaluated.

In December, 2001, Super Discount Markets, Inc., shuttered all
of its stores operating under the Cub Foods nameplate in the
Atlanta and Columbus, and Lithia Springs Georgia areas.  
According to WARN Act notices filed with the Georgia Department
of Labor, Super Discount laid off workers at facilities located
in:

         City             County         No. of Layoffs
         ----             ------         --------------
         Lithia Springs   Douglas              60
         Conyers          Rockdale             42
         Columbus         Muscogee             59
         Columbus         Muscogee             55
         Stockbridge      Henry                47
         Fayetteville     Fayette              54
         Mableton         Cobb                 81
         Smyrna           Cobb                 76
         Griffin          Spalding            101
         Stone Mountain   Dekalb               67
         Woodstock        Cherokee             50
         Marietta         Cobb                 54
         Decatur          Dekalb               67
         Atlanta          Fulton              110
         Roswell          Fulton               51
         Atlanta          Fulton               71
         Marietta         Cobb                 79
         Jonesboro        Clayton              97
         Decatur          Dekalb              108
         Norcross         Gwinnett             60

Delhaize Group acquired a 60% stake in Super Discount Markets in
1985, and the remaining 40% is owned by Supervalu.  Delhaize
management said that it believed the significant investment
required to effectively compete in the highly competitive
Atlanta market couldn't be justified.  


TITANIUM METALS: S&P Cuts Rating to B- Over Expected Weak Demand
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Denver, Colorado-based Titanium Metals Corp. as a result of
ongoing weak titanium demand.

The corporate credit rating on the company was lowered to
single-'B'-minus from single-'B'. The current outlook is
negative. Approximately $210 million of debt and preferred stock
is affected.

"Titanium Metals anticipates titanium demand to remain weak due
to poor end-user markets, said Standard & Poor's credit analyst
Eugene Williams. Indeed, Standard & Poor's noted that the
aerospace industry, which accounts for 65% of titanium demand
and 75% of Titanium Metal's revenue, is not expected to recover
to normal activity until 2006 at the earliest. "Titanium Metal's
financial position has been weakening steadily since the
terrorist attacks on the U.S. in 2001", said Mr. Williams. "With
the aerospace industry continuing to either defer or cancel
orders, Titanium Metal's financial and liquidity position will
continue to deteriorate".

Standard & Poor's said that it expects the company's operating
performance to remain extremely weak over the next few years,
given the outlook for the aerospace industry. Although the
company is taking steps to reduce its cost position by
downsizing and reducing capacity, these actions may not be
sufficient to mitigate the steep drop in demand for titanium or
slow the company's use of liquidity. The ratings could be
lowered if the company fails to renew its U.S. bank facility
which matures in February 2003 or if demand for titanium remains
weak for a lengthy period.


TRANSCARE CORPORATION: Lenders Advance $2.5 Million DIP Facility
----------------------------------------------------------------
Transcare Corporation and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Southern District of New
York to enter into a cash collateral financing agreement and a
secured postpetition financing package that will take priority
over all of the company's other debts.

The Debtors intend to finance ongoing operations of their
businesses through a combination of the use of cash collateral
and up to $2,500,000 of postpetition financing with $1,000,000
of availability on an interim basis.  The DIP Financing will be
provided by ARK II CLO 2001-1, Limited with State Street Bank
and Trust Company serving as agent for the DIP Lenders.

The Debtors tell the Court that they need a source of fresh
working capital to maintain their going concern value and
continue ordinary course day-to-day operations.  Although the
Debtors have considerable assets, substantially all of these are
subject to properly perfected and unavoidable liens and security
interests in favor of the Prepetition Lenders.

The Required Lenders have agreed, in the context of the
Restructuring Transaction, to allow the Prepetition Collateral
to become subject to the liens contemplated by the DIP Credit
Agreement and to allow the Debtors to use the proceeds of the
Prepetition Collateral.

The Debtors want the Court to allow them to provide adequate
protection to the Prepetition Lenders to protect such parties'
interests in the Debtors' use of Cash Collateral.  The Debtors
have determined that, without immediate access to Cash
Collateral, they will lack sufficient liquidity to maintain
their operations during the period subsequent to the Petition
Date and prior to the entry of the Final Order.

Nevertheless, the Debtors have determined that Cash Collateral
is insufficient to allow the Debtors to operate their businesses
during the Interim Period and thereafter. Without the DIP
Financing, the Debtors will be unable to meet their payroll and
other necessary, ordinary course business expenditures, which
are critical to the Debtors' ability to maintain the integrity
of their ongoing operations and preserve the going concern value
of their estates. This may prove risky to their businesses and a
possible inability to consummate the Restructuring Transaction
that forms the cornerstone of these reorganization cases.

The leverage on the Debtors' balance sheet, along with the fact
that substantially all of the Debtors' assets has been pledged
as the Prepetition Collateral, convinced the Debtors that they
would not be able to obtain financing by merely offering a
lender or other investor an administrative expense claim or a
junior lien.  The only other possibility would have been a full
refinancing of the Prepetition Lenders with incremental
liquidity.  The Debtors focused their efforts on the DIP
Lenders, engaging in extensive discussions with them to try to
obtain the best possible terms for the Debtors' postpetition
financing.

The Debtors are comfortable that the proposed DIP Facility is
the best financing available given the necessary priming nature
of the loan and well within the exercise of sound business
judgment.  The Debtors assure the Court that the terms of the
DIP Facility have been negotiated in good faith and at arm's
length.

                       The DIP Facility

All outstanding Loans will bear interest equal to the prime rate
published by State Street plus 3.0% per annum. The Debtors will
pay the DIP Agent a commitment fee, for the benefit of the DIP
Lenders, of two and one half percent (2 1/2%) of the total
amount of the DIP Facility. Additionally, the Debtors will pay
the DIP Agent an agency fee of $10,000.

The professional fee carve out will be in the aggregate amount
of up to $700,000 which amount shall be limited to $300,000
during the Interim Period and shall remain at $300,000 absent a
final order and the fees of the United States Trustee.

The borrowings shall be made pursuant to the DIP Budget:

                    Week 1     Week 2     Week 3     
                    9/14/02    9/21/02    9/28/02
                    -------    -------    -------
   Total Receipts   $1,680     $1,680     $1,680
   Total Operating  (2,220)    (1,597)    (1,597)
     Disbursements
   Beginning Cash    2,046      1,456      1,313
   Ending Cash       1,456      1,313      1,351


                    Week 4      Week 5     Week 6
                    10/5/02     10/12/02   10/19/02   
                    -------     --------   --------
   Total Receipts   $1,623      $1,623     $1,623
   Total Operating  (1,749)     (2,006)    (1,377)
     Disbursements
   Beginning Cash    1,351       1,351      1,099
   Ending Cash       1,099          (9)      (205)


                    Week 7      Week 8      Week 9      Week 10
                    10/26/02    11/02/02    11/09/02    11/15/02
                    --------    --------    --------    --------
   Total Receipts   $1,623      $1,582      $1,582      $1,582
   Total Operating  (1,454)     (1,528)     (2,138)     (1,445)
     Disbursements
   Beginning Cash      205         348         402        (779)
   Ending Cash         348         402        (779)       (642)

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


UNIROYAL TECHNOLOGY: Taps Bankruptcy Services as Claims Agent
-------------------------------------------------------------
Uniroyal Technology Corporation and its debtor-affiliates
express their desire to appoint Bankruptcy Services, LLC as the
official Claims, Noticing and Balloting Agent in the company's
chapter 11 cases.

The Debtors remind the U.S. Bankruptcy Court for the District of
Delaware that they have over 200 creditors. This size, the
Debtors point out, requires the appointment of a claims agent to
relieve the burden of the Office of the Clerk of Court.  The
Debtors believe that engaging BSI's services is for the best
interests of their estates, their creditors and other parties in
interest in these bankruptcy cases.

The Debtors expect BSI to:

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

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

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

     d) comply with applicable state, municipal and local laws
        and rules, orders, regulations and requirements of
        Federal Government Departments and Bureaus;

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

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

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

     h) maintain all proofs of claim filed;

     i) maintain an official claims register by docketing all
        proofs of claim on a register containing certain
        information, including, but not limited to:

        - the name and address of claimant and agent, if agent
          filed proof of claim;
        - the date received;
        - the claim number assigned;
        - the amount and classification asserted;
        - the comparative, schedules amount of the creditor's
          claims; and
        - pertinent comments concerning disposition of claims;

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

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

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

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

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

     o) record court orders concerning claims resolution;

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

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

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

BSI's professional hourly fees are:

          Kathy Gerber           $195 per hour
          Senior Consultants     $175 per hour
          Programmer             $125 to $150 per hour
          Associate              $125 per hour
          Data Entry/Clerical    $40 to $60 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.


US AIRWAYS: Employs Logan & Company As Claims & Noticing Agent
--------------------------------------------------------------
US Airways Group Inc., and its debtor-affiliates sought and
obtained the Court's authority to employ Logan & Company as
claims and noticing agent.

Logan is a data processing firm that specializes in noticing,
claims processing, and other administrative tasks in Chapter 11
cases.  At the Debtors' request, Logan will send out designated
notices, maintain claims files and a claims register, and act as
voting agent.  

The Debtors anticipate that Logan will perform these services as
Claims and Noticing Agent, at the request of the Debtors or the
Clerk's Office:

(a) Prepare and serve required notices in these Chapter 11
    cases, including:

    -- A notice of the commencement of these Chapter 11 cases
       and the initial meeting of creditors under Section 341(a)
       of the Bankruptcy Code;

    -- A notice of the claims bar date;

    -- Notices of objections to claims;

    -- Notices of any hearings on a disclosure statement and
       confirmation of a plan or plans of reorganization; and

    -- Other miscellaneous notices as the Debtors or the
       Court may deem necessary or appropriate for an orderly
       administration of these Chapter 11 cases;

(b) Within 5 business days after the service of a particular
    notice, file with the Clerk's Office a certificate or
    affidavit of service that includes:

    -- a copy of the notice served,

    -- an alphabetical list of persons on whom the notice was
       served, along with their addresses, and

    -- the date and manner of service;

(c) Maintain copies of all proofs of claim and proofs of
    interest filed in these cases;

(d) Maintain official claims registers in these cases by
    docketing all proofs of claim and proofs of interest in a
    claims database that includes the following information for
    each claim or interest asserted:

    -- The name and address of the claimant or interest holder
       and any agent, if the proof of claim or proof of interest
       was filed by an agent;

    -- The date the proof of claim or proof of interest was
       received by Logan and/or the Court;

    -- The claim number assigned to the proof of claim or
       proof of interest;

    -- The asserted amount and classification of the claim;

    -- The applicable Debtor against which the claim or
       interest is asserted;

(e) Implement necessary security measures to ensure the
    completeness and integrity of the claims registers;

(f) Transmit to the Clerk's Office a copy of the claims
    registers on a weekly basis, unless requested by the Clerk's
    Office on a more or less frequent basis;

(g) Maintain an up-to-date mailing list for all entities that
    have filed proofs of claim or proofs of interest and make
    such list available upon request to the Clerk's Office or
    any party-in-interest;

(h) Provide access to the public for examination of copies of
    the proofs of claim or proofs of interest filed in these
    cases without charge during regular business hours;

(i) Record all transfers of claims pursuant to Rule 3001(e) of
    the Federal Rules of Bankruptcy Procedure, and provide
    notice of such transfers as required by Rule 3001(e), if
    directed by the Court;

(j) Comply with applicable federal, state, municipal and local
    statutes, ordinances, rules, regulations, orders and other
    requirements;

(k) Provide temporary employees to process claims, as
    necessary;

(l) Promptly comply with further conditions and requirements
    as the Clerk's Office or the Court may at any time
    prescribe; and

(m) Provide other claims processing, noticing, balloting,
    and related administrative services as may be requested from
    the Debtors.

Logan will also assist the Debtors with:

   (1) the preparation of their schedules, statements of
       financial affairs, and master creditor lists, and any
       amendments;

   (2) the reconciliation and resolution of claims; and

   (3) the preparation, mailing and tabulation of ballots of
       certain creditors for the purpose of voting to accept or
       reject a plan or plans of reorganization.

Logan will submit to the Office of the United States Trustee, on
a monthly basis, copies of the invoices it submits to the
Debtors for services rendered.

In return for its services:

A. Logan will charge its standard rates for services, expenses
   and supplies;

B. Logan will not increase its prices or rates for a period of 1
   year from this agreement date;

C. US Air will pay Logan for out-of-pocket expenses for
   transportation, lodging, meals and related items;

D. US Air will advance $50,000 to Logan, which will be applied
   to the final billing; and

E. Logan will submit its invoice to US Air at the end of each
   calendar month.  Any amount not paid within 30 days is
   subject to a late charge of 1.5% on the amount unpaid,
   accruing from the invoice date.

Logan will charge consulting fees at its customary hourly rates:

     Principal (Kate Logan)                $250
     Account Executive Support              165
     Court Depositions                      200
     Statement & Schedule Preparation       200
     Programming Support                    100
     Project Coordinator                    105
     Data Entry                              55
     Clerical                                35

Ms. Logan assures the Court that neither her Firm nor any
employee has any connection with the Debtors, their creditors,
or any other party-in-interest.  The firm is a "disinterested
person," as that term is defined in Section 101(14) of the
Bankruptcy Code, Ms. Logan asserts.  Furthermore, Ms. Logan
adds, the firm does not hold or represent any interest adverse
to the Debtors' estates. (US Airways Bankruptcy News, Issue No.
3; Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that US Airways Inc.'s 10.375% bonds due
2013 (U13USR2) are trading between 10 and 20. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=U13USR2for
more real-time bond pricing.


US STEEL: S&P Assigns Low-B Preliminary Ratings to $600MM Shelf
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned preliminary ratings
to United States Steel Corp.'s $600 million universal shelf.
Standard & Poor's assigned a preliminary double-'B' rating to
the shelf's senior unsecured debt and preliminary single-'B'-
plus rating to the senior subordinated debt. All ratings on the
company, including the double-'B' corporate credit rating, are
affirmed. The outlook is stable.

The Pittsburgh, Pennsylvania-based integrated steel producer
currently has about $1.4 billion of total debt.

"The ratings on United States Steel Corp. (USS) reflect the
difficult prospects the company faces as a large, high-cost
integrated steelmaker, its fair liquidity position, and high
financial leverage due to burdensome legacy costs," said
Standard & Poor's credit analyst Paul Vastola. The company
participates in mature, volatile markets that are subject to
cyclical economic swings, overcapacity, imports, and
encroachment by efficient minimills. USS is the largest U.S.
integrated steelmaker, with approximately 12.8 million tons of
steelmaking capacity and an additional 5 million tons of
capacity in the Slovak Republic through its Kosice (USSK)
operation.

The company benefits from a product mix that is more diverse and
higher-value-added than that of its competitors. However, USS's
operations have high operating leverage and require high-
capacity utilization rates to generate earnings. Due to
difficult steel industry conditions, including excess supply
from the flood of imports and weakened demand caused by the
recession, USS generated significant losses during the 12 months
ended March 31, 2002. Nevertheless, following the government's
March 5, 2002, implementation of import tariffs under section
201 and capacity reductions, imports have moderated and spot
sheet prices have risen on average $170 per ton. Consequently,
USS's capacity utilization rate has climbed above 90% from about
68% in the quarter ended December 31, 2001. USS has realized a
strong improvement in its average selling price because
approximately 60% of its sheet sales are to the spot market.
Still, several factors could threaten USS's performance. The
reemergence of bankrupt steel companies with healthier balance
sheets, and the possible resumption of steel imports if tariff
reductions are accelerated or if domestic prices climb too high,
could disrupt markets and prices.

USSK has seen a similar trend in its capacity utilization rate
and has also realized some moderate selling price increases.
USSK's operating costs are much lower than those of the
company's U.S.-based facilities mainly because of USSK's low
labor costs, but its product mix is less value-added, consisting
mostly of commodity hot-rolled sheet steel. Management has
increased spending there to reduce costs and increase its value-
added production, which should enhance its performance.

In the near term, improved steel industry conditions, a better
cost profile, and increased profitability should enable the
company to attain financial measures appropriate for its
ratings. The company's liquidity position also provides some
financial support. Standard & Poor's remains concerned, however,
about the prospects for industry fundamentals over the long
term.


UTG COMMS: Independent Auditors Air Going Concern Doubts
--------------------------------------------------------
UTG Communications International Inc.'s current line of
continuing business is the holding of financial interests in
companies in the telecommunication industry with the future
intention of holding a majority interest in one or more of these
companies.  UTG and subsidiaries revenue has historically been
generated from long distance telecommunications services
provided to retail corporate  customers and wholesale customers
and from the production, sale and distribution of music CD's to
wholesale and retail customers in Europe. The company's
remaining subsidiaries Starglobal Ltd., Starpoint Cyber Cash AG
and United Telecom GmbH are inactive.

Based upon the Company's plan of operation, the Company
estimates that existing resources will not be sufficient to fund
the Company's working capital. The Company is currently holding
financial interests in companies in the telecommunication
industry with the future intention of holding a majority
interest in one or more of these companies and anticipates
positive cash flows from operations at  that time.  UTG's
management is currently negotiating with potential investors
regarding equity financing. There can be no assurances that
sufficient financing will be available on terms  acceptable to
the Company, or at all. If the Company is unable to obtain such
financing, the Company will be forced to scale back operating
costs and ultimately terminate operations.

As of June 30, 2002, the Company had two loans, totaling
$367,975 outstanding. The loans bear an  interest rate of 8% and
are payable in full September 10, 2004. As consideration for the
above loans received, the Company agreed to issue 12,000 three-
year warrants to Black Sea. The warrants are exercisable at
various exercise prices.  The related debt discount attributable
to these warrants is deemed to be immaterial.

Furthermore, UTG issued three notes, for a total of CHF
1,000,000 (approximately  $573,273), to three Investors.  All
notes are due June 30, 2004. The notes accrue interest at a rate
of 5.5% per annum. In addition, UTG issued to these note holders
a total of 23,256 warrants to purchase shares of common stock of
UTG at CHF 43, (approximately $25) per share. All of such
warrants expire on June 30, 2004.  The related debt discount
attributable to these warrants is also deemed to be immaterial.

At June 30, 2002, UTG had a working capital deficit of
$1,262,698 and an accumulated deficit of $13,181,104, as
compared to a working capital deficit and accumulated deficit of
$6,435,639 and $18,631,929, respectively, at June 30, 2001.  
This decrease is a result of the disposition of certain
subsidiaries.

Accounts payable and accrued expenses amounted to $447,202 at
June 30, 2002, compared to $343,914 at  March 31, 2002, an
increase of $103,288, or 30%. This increase is the result of
unpaid operational expenses in the first quarter of fiscal 2003.

The Company's consolidated financial statements have been
prepared on a going concern basis, which  contemplates the
realization of assets and satisfaction of liabilities in the
normal course of business. As disclosed in the independent
auditors report on the March 31, 2002 financial statements,
recurring losses from operations and other factors raise
substantial doubt about the Company's ability to continue as a
going concern.


WILLIAMS: Court Okays Hennigan's Retention as Special Counsel
-------------------------------------------------------------
Williams Communications Group, Inc., and its debtor-affiliates
sought and obtained authority from the U.S. Bankruptcy Court for
the Southern District of New York to retain and employ Hennigan
Bennett & Dorman LLP as conflicts counsel nunc pro tunc to June
3, 2002.

As special counsel, Hennigan Bennett will:

A. represent the Debtors in accordance with the terms of the
   Engagement Letter on certain matters for which the U.S.
   Trustee has suggested it may appear that Jones Day possesses
   a conflict of interest, including litigation that may arise
   with TWC; and

B. perform all other necessary or appropriate legal services in
   connection with these Chapter 11 cases.

With respect to Hennigan Bennett's services as special counsel,
the Debtors have agreed to pay Hennigan Bennett a reasonable fee
for services rendered, and all reasonable costs and expenses
charged to the Debtors' account.  Hennigan Bennett's hourly
billing rates vary from:

      Attorneys                    $190 to 550
      Financial Consultants         115 to 400
      Paralegals and Clerks          90 to 165

(Williams Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


WORLDCOM INC: Dobie Seeks To Annul Stay to Pursue Florida Action
----------------------------------------------------------------
Adam L. Rosen, Esq., at Rosen & Slome LLP, in Garden City, New
York, relates that on September 27, 2000, Dobie Properties LLC
acquired title, by Tax Deed, to certain real property in Duval
County, Florida formerly owned by Worldcom Inc., and its debtor-
affiliates.  In November 2000, to quiet and confirm its title to
the Realty, Dobie commenced an action in the Circuit Court,
Fourth Judicial Circuit, in and for Duval County, Florida,
against the Debtors and another former owner of the Realty,
entitled Dobie Properties, L.L.C. v. Worldcom Network Services
Inc. and Lavana J. Truppman, Case No. 00-7722-CA, Division: CV-
F.

Mr. Rosen recounts that the Debtors appeared in the State Court
Action, disputed Dobie's claim, and counterclaimed to quiet
title in itself to the Realty and to certain personal property,
consisting primarily of telecommunications equipment, located in
or on the Realty.  While the State Court Action was pending, the
Florida Department of Transportation filed an eminent domain
action in the same court entitled State of Florida Dept. of
Transportation v. Worldcom Network Services, Inc., et al., Case
No. 01-01491-CA, Division: CV-B, to condemn the Realty, naming
Dobie, the Debtors, and others, as defendants.

When Florida Transportation offered to pay $3,670,000 for the
Realty and the personal property, Mr. Rosen states that Dobie
and the Debtors entered into an agreement settling the State
Court Action on August 30, 2001.  Dobie consented to a judgment
in the State Court Action confirming the Debtors' title to the
Realty and Personal Property, upon condition that the Judgment
would be vacated by consent order and the State Court Action
reinstated for mediation and trial if Dobie did not receive
$1,600,000 from the sums deposited and paid by Florida
Transportation in the Condemnation Action.  The Judgment was
entered on September 6, 2001.

Thereafter, Mr. Rosen relates that Florida Transportation
withdrew its $3,670,000 offer and offered to pay $445,000 for
the Realty, making it impossible for Dobie to realize $1,600,000
from the Florida State Court Registry, as contemplated by the
Settlement Agreement.  On May 3, 2002, pursuant to the
Settlement Agreement, Dobie and the Debtors joined in a motion
to vacate the judgment but agreed by letter dated May 7, 2002
not to file the Joint Motion prior to a hearing in the
Condemnation Action on May 7, 2002, based upon the Debtors'
acknowledgement:

-- that Dobie was entitled to at least $445,000 of the funds to
   be deposited with the court as a result of that May 7, 2002
   hearing; and

-- that the Debtors would make no claim to the first $445,000 of
   the funds, but would seek to maximize Debtors' recovery in
   the Condemnation Action with Dobie's assistance.

According to Mr. Rosen, Florida Transportation deposited
$445,000 with the Florida Court Registry as a result of the May
7, 2002 hearing, the Judgment remained in effect, and the
Condemnation Action continued.

However, when Dobie learned of WorldCom's bankruptcy filing, it
decided to file Joint Motion and seek an order vacating the
Consent Judgment -- to protect its agreed right to at least
$445,000 of the ultimate award in the Condemnation Action.

The Debtors now contend that Dobie violated the automatic stay.
Rather than litigate that issue, Dobie wishes to implement its
August 30, 2001 Agreement with the Debtors by seeking an order
annulling or modifying the stay for the purpose of permitting
the continued prosecution of the State Court Action and the
related Condemnation Action in Florida State Court. (Worldcom
Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service,
Inc., 609/392-0900)  

DebtTraders reports that Worldcom Inc.'s 7.375% bonds due 2006
(WCOM06USA1) are trading between 14 and 15. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOM06USA1
for more real-time bond pricing.                  


WORLDCOM INC: Initiates Search For Long-Term Chief Executive
------------------------------------------------------------
WorldCom, Inc. (WCOEQ, MCWEQ) announced its first steps toward a
post-restructuring management structure.  WorldCom, through its
President and Chief Executive Officer John Sidgmore, formally
announced it is actively seeking a permanent chief executive
officer for the company.  Mr. Sidgmore always intended for his
appointment in April 2002 to be an interim solution in response
to the swift departure of WorldCom's former CEO.  When Mr.
Sidgmore was appointed as CEO, his charter was to turn around a
great company and to restructure its financial position.  Mr.
Sidgmore had always intended to bring the company to a point of
stability and to hire a new CEO.

Mr. Sidgmore will remain in his current position as president
and CEO until a successor can be retained, which the company
believes can be accomplished in an accelerated timeframe.  At
that time Mr. Sidgmore will return to his role as vice chairman.  
Bert Roberts will continue in his role as Chairman of the Board.

"I have concluded that having moved WorldCom through the initial
phase of the bankruptcy process now is the appropriate time for
the company to initiate a search for a long-term CEO," said
Sidgmore.  "By returning to my vice chairman role, after the
search is complete, I, along with Bert Roberts will be able to
remain active in a strategic capacity while our new CEO manages
the day-to-day operations of the company and the overall
bankruptcy process."

Members of the company's Board of Directors, including Mr.
Sidgmore and Mr. Roberts, will lead the executive search.  The
Official Committee of Unsecured Creditors will also actively
participate in the process.  As part of this process, WorldCom
will retain a preeminent executive recruiting firm to assist in
the search for a new president and CEO.

Additionally, WorldCom has been adding highly qualified members
to its Board of Directors and will continue to seek additional
members who bring a diverse set of skills to its existing Board.  
C.B. Rogers, Jr., former CEO of Equifax, Inc. was elected to the
WorldCom Board on August 29, 2002.

The company remains on track to restructure and emerge from
Chapter 11 protection in mid-2003.  Both the Board of Directors
and the Creditors Committee support the search process and the
new management approach.

Over the past three months, the company has continued to make
progress, obtaining financing commitments, adding new Board
members, appointing a new chief financial officer and a chief
restructuring officer, and developing a plan to emerge from
Chapter 11 in a timely fashion.

The management team remains focused on customer and employee
communications.  The transition to a new management team will be
seamless to its employees and more than 20 million worldwide
customers.  The executive search will be swift and should help
WorldCom emerge more quickly from Chapter 11 as a healthy,
viable entity.

                   ABOUT WORLDCOM, INC.

WorldCom, Inc. (Nasdaq: WCOEQ, MCWEO) 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


* DebtTraders' Real-Time Bond Pricing
-------------------------------------

Issuer               Coupon   Maturity  Bid - Ask  Weekly change
------               ------   --------  ---------  -------------
Crown Cork & Seal     7.125%  due 2002    98 - 100       +2
Federal-Mogul         7.5%    due 2004    24 - 26        +2
Finova Group          7.5%    due 2009    28 - 30        0
Freeport-McMoran      7.5%    due 2006    87 - 89        -1
Global Crossing Hldgs 9.5%    due 2009   0.5 - 1.5       0
Globalstar            11.375% due 2004     3 - 5         0
Lucent Technologies   6.45%   due 2029    64 - 66        +5
Polaroid Corporation  6.75%   due 2002   5.5 - 7.5       0
Terra Industries      10.5%   due 2005    79 - 81        0
Westpoint Stevens     7.875%  due 2005    49 - 51        -1
Xerox Corporation     8.0%    due 2027    38 - 40        +1.5

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

                          *********

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, Aileen M. Quijano 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 ***