TCR_Public/010808.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, August 8, 2001, Vol. 5, No. 154

                            Headlines

ALGOMA STEEL: Looks for CCAA Protection Extension Beyond Aug. 24
AMERICAN PAPER: S&P Expresses Concern Over American Tissue Delay
AMF BOWLING: Taps Bankruptcy Services Inc. as Claims Agent
ARMSTRONG: Lease Decision Period Extended Through April 8, 2002
ARMSTRONG HOLDINGS: Releases Second Quarter Earnings

BIG V: Says Pathmark's Offer Is 'Highly Inadequate'
BRIDGE INFORMATION: Sells Olive Blvd. Property For $1.75 Million
BRIDGE INFORMATION: SunGard Acquires PowerPartner & Other Assets
COMDISCO INC.: Hires Mckinsey & Company As Management Consultant
COMDISCO: Hewlett-Packard $610MM Purchase Pact Clears HSR Wait

DENBURY RESOURCES: Plans To Raise $75M Through Private Placement
GLOBAL TELESYSTEMS: New York Stock Exchange Delists Shares
GUNTHER INTERNATIONAL: Commences Exchange Offer For 16MM Shares
GUNTHER INT'L: Stockholders' Meeting Set For September 6
HOMELAND HOLDING: Delays Filing of Financial Reports

IMPOWER INC.: Files for Chapter 11 Protection In New Jersey
IMPOWER INC.: Chapter 11 Case Summary
MARINER HEALTH: THCI Mortgage Objects To Disclosure Statement
MOSLER INC.: Files Chapter 11 Petition in Wilmington
MOSLER INC.: Case Summary & 30 Largest Unsecured Creditors

NETIA HOLDINGS: Fitch Places B+ Rating on Watch Negative
NEXTWAVE: Responds To FCC's Motion To Stay Court's Decision
ORIOLE HOMES: S&P Withdraws CCC Rating After Notes Redemption
OWENS CORNING: Names Dave Dimmer as New Press Relations Leader
PACIFIC GAS: Committee Retains Saybrook Capital as Advisor

PACIFIC GAS: Renews Request to Affirm Cost Recovery Rights
PLASTIPAK HOLDINGS: S&P Assigns BB- Corporate Credit Rating
R & G RECEIVABLES: S&P Puts B+ Rating On Watch Negative
RANCH *1: Wins Final Court Nod For Kahala's $2 Million DIP Loan
RITE AID: Stockholders Selling Over 130 Million Shares

SENSORMATIC ELECTRONICS: S&P Places Ratings On Credit Watch
SIZZLER INTERNATIONAL: Reports Fiscal Year 2001 Results
SNOW VALLEY: Files for Chapter 11 Protection in California
SUN HEALTHCARE: Rejects Healthcare Facility Lease With IHS
TELSCAPE: ATSI Modifies Bid For Houston-Based Teleport Assets

TITANIUM METALS: Increases Prices Of Certain Products
USG CORPORATION: Employs Richards Layton as Local Counsel
VLASIC FOODS: Wants to Terminate Retiree Medical Benefit Plans
WARNACO GROUP: Rejecting Two Unexpired Hangar Leases
WASHINGTON GROUP: Moves To Reject Raytheon's Stock Purchase Deal

WINSTAR COMMUNICATIONS: Hires Connoly Bove as Special Counsel

* Meetings, Conferences and Seminars

                            *********

ALGOMA STEEL: Looks for CCAA Protection Extension Beyond Aug. 24
----------------------------------------------------------------
Algoma Steel Inc. announced that its operating income improved
in the second quarter with an operating loss of $42.9 million
versus an operating loss of $52.9 million in the first quarter.
This improvement was achieved despite a $16.8 million writeoff
of a trade receivable in the quarter.  The improvement relates
mainly to lower operating costs and the absence of the inventory
writedowns due to low market values incurred in the first
quarter.  The net loss declined to $47.8 million versus a net
loss of $166.5 million in the first quarter. The first quarter
net loss includes a one-time charge of $89.7 million related to
the CCAA filing and reclassification of First Mortgage Notes as
a current liability, while the second quarter net loss includes
a $21.8 million foreign exchange gain on the First Mortgage
Notes.

                          DSPC Record

The Direct Strip Production Complex (DSPC) achieved a monthly
production record of 135,000 tons in the month of May.  This
production level achieved the original target for the DSPC of
1.6 million tons per year  and represents 75% of the rated
capacity of 2.2 million tons per year.  The longer-term plan is
to increase production to the full capability of the DSPC.

                     Restructuring Status

Discussions and negotiations are ongoing with all stakeholders
and progress is being made towards the development of a
restructuring plan.

Protection under CCAA has been extended to August 24, 2001 and
the Company intends to make application to the Court in advance
of that date to extend the period of protection.  Financing
during the restructuring period has been supplemented by an
additional $50 million facility provided by the existing banking
syndicate. At June 30, there was no draw under this $50 million
facility.

The Company appointed Hap Stephen as Chief Restructuring Officer
on May 23, 2001.  Mr. Stephen has extensive experience in
Canadian restructurings and is responsible for all restructuring
activities.

           Management's Discussion And Analysis

The following discussion and analysis should be read in
conjunction with the Management Discussion and Analysis and the
annual audited consolidated financial statements and notes
contained in the Corporation's 2000 Annual Report and with the
interim financial statements and notes contained in this report.

Financial and Operating Results

An operating loss of $42.9 million was incurred in the second
quarter which compared to an operating loss of $52.9 million in
the first quarter. The second quarter results include a $16.8
million writeoff of a receivable owed to Algoma by Maksteel Inc.
This customer filed for court protection under the CCAA on May
16, 2001. Lower operating costs, combined with the absence of
inventory writedowns incurred in the first quarter, more than
offset the effect of the writeoff of the receivable.

Operating costs declined due to higher production levels, the
benefits of cost reduction initiatives, and lower natural gas
costs. Shipments of 484,000 tons were little changed from the
first quarter level, but raw steel production of 559,000 tons
was substantially higher than the 496,000 tons produced in the
first quarter. Production levels in the first quarter were
suppressed, in part, because of the use of inventory drawdowns
to satisfy a portion of the shipments.

The operating loss in the first half totaled $95.8 million which
compares to operating income of $36.2 million in the first half
of 2000. The deterioration was caused mainly by a continuation
of lower selling prices initially caused by a surge of imported
steel in the second half of 2000 and weakness in some sectors of
the economy in 2001. These factors also caused a decline in
shipments and resulted in higher unit costs due to lower
production volumes.

Second quarter sales of $230.9 million on shipments of 484,000
tons were little changed from first quarter sales of $227.5
million on shipments of 490,000 tons.  There was little change
in selling prices as steel markets remain generally depressed
and weakness continues with certain customer sectors.  Average
revenue per ton increased by $13 from the first quarter, but
this relates mainly to higher levels of non-steel sales.

Sales in the first half totaled $458.4 million which are
substantially lower than the $608.2 million in the first half of
2000. Average revenue per ton declined from $557 in the first
half of 2000 to $471 in the first half of 2001. Shipments also
declined by 117,000 tons to 974,000 tons in the first half of
2001.

The CCAA filing and defaults on certain financial covenants at
the end of the first quarter resulted in a reclassification of
the First Mortgage Notes liability of $550.8 million as a
current liability and a related non-recurring charge to earnings
of $89.7 million. The charge was composed of deferred foreign
exchange losses, deferred debt issue costs and unamortized debt
discounts.

The net loss for the second quarter of $47.8 million includes a
foreign exchange gain of $21.8 million on the First Mortgage
Notes. This relates to the reclassification of the debt as
current and the need to immediately record foreign exchange
gains or losses rather than amortize gains or losses over the
remaining term of the debt.  This reclassification also has the
effect on the interest expense on the Notes being reported as
other interest rather than interest on long-term debt.  The
second quarter net loss also includes reorganization expenses of
$5.8 million (see
note 7).

The net loss for the first half of 2001 at $214.3 million
compares to a net loss of $7.9 million in the first half of
2000.  The increased loss is due mainly to the deterioration in
markets and the charge of $89.7 million.

Liquidity

At quarter-end, bank indebtedness was $150.0 million which
represents an increase of $4.1 million from the first quarter.
A cash drain from operations of $48.9 million was offset by a
favourable change in working capital of $51.0 million. The
working capital sources included an $18.0 million reduction in
inventory levels and an increase of $29.5 million in accounts
payable and accrued liabilities.

The Company funds its short-term lending needs through two loan
agreements with a banking syndicate. A "Senior Loan Agreement"
provides access to a maximum of $180 million to December 31,
2001 subject to various covenants and other conditions. This
facility is secured by a first charge on substantially all of
the Company's inventory and receivables.  The Company defaulted
on certain covenants in the first quarter and remains in breach
of these covenants, but the banking syndicate has agreed to
forbear from acting on their rights and remedies subject to
certain conditions through an "Amendment and Accommodation
Agreement". The Company was also provided with a Debtor-In-
Possession (DIP) facility which provides financing to December
31, 2001 to a maximum of $50 million and is subject to various
covenants and conditions. The CCAA Court Order limits the use of
the DIP facility to a maximum of $35 million until August 24,
2001. The DIP facility is secured by a first charge on fixed
assets and a second charge on inventory and receivables.

The DIP facility can only be used when the full availability of
the Senior facility is exhausted. At June 30, the borrowings of
$150 million were entirely from the Senior facility with no
borrowings under the DIP facility at June 30.

                            Trade

The Canada Customs and Revenue Agency concluded its
investigation into the dumping of hot rolled steel sheet into
Canada from twelve countries and countervailable subsidization
by one of the twelve countries. In its final determination
issued on July 18, the Agency determined that 94.5% of the
imports were dumped at margins that were as high as 62.9%.  It
also determined that imports from India were subsidized at
approximately $46 per metric ton. Provisional duties will
continue to be imposed on imports from these countries until the
Canadian International Trade Tribunal concludes its injury
inquiry. The injury hearing was conducted in the last half of
July with a decision to be rendered on August 17.

The Company has responded to questionnaires from the United
States International Trade Commission (ITC) in response to their
global safeguard investigation under Section 201 of the Trade
Act of 1974 that covers most steel products. The Company expects
that, under the North American Free Trade Agreement (NAFTA),
imports from Canada will be excluded from remedies imposed as a
result of this investigation. Algoma and the domestic industry's
concern is that, as a result of remedies imposed on other
countries, there may be a significant diversion of steel into
Canada that would have otherwise gone to the United States.  The
industry will take whatever action is appropriate to address
this diversion if it does occur.

The Company is monitoring steel imports in order to respond
promptly to unfairly traded imports and to avoid the devastation
of its markets and reduced pricing caused by the dumping and
subsidization of hot rolled steel sheet imports from the twelve
countries named in the above-mentioned inquiry.

                         Outlook

Demand has improved slightly over earlier 2001 levels but still
remains relatively weak due to several customer sectors that are
experiencing lower levels of business activity. As a result, any
improvement in selling prices and shipment levels in the third
quarter is expected to be limited.

The modest increase in order intake levels from the first half
should result in a further increase in production levels. This
factor, combined with continued cost reduction initiatives, is
expected to result in lower unit costs.


AMERICAN PAPER: S&P Expresses Concern Over American Tissue Delay
----------------------------------------------------------------
Standard & Poor's withdrew its ratings on American Paper Corp.
The action reflects uncertain prospects for completion of
financing for the company, which was expected to be formed from
the consolidation of American Tissue Inc. with certain
affiliates. At the same time, Standard & Poor's lowered its
ratings on American Tissue Inc. because the delay in the
American Paper Corp. financing -- the proceeds of which would
have been used in part to refinance American Tissue debt --
raises concerns regarding near-term default risk at
American Tissue.

All ratings on American Tissue remain on CreditWatch. However,
implications have been revised to negative from developing.

Standard & Poor's will continue to monitor developments and
evaluate plans to improve liquidity at American Tissue.

                       Ratings Withdrawn

American Paper Corp.                                 Ratings

    Corporate credit rating                             B+
    Senior secured debt                                 B+
    Senior secured bank loan rating                     BB-


    Ratings Lowered with CreditWatch Implications Revised To
                    Negative From Developing

                                                    Ratings
American Tissue Inc.                      From        To

    Corporate credit rating                CCC+        B
    Senior secured debt                    CCC+        B


AMF BOWLING: Taps Bankruptcy Services Inc. as Claims Agent
----------------------------------------------------------
The thousands of creditors and other parties-in-interest
involved in the AMF Bowling Worldwide, Inc. chapter 11 cases
will impose heavy administrative and other burdens upon the
Court and the Clerk of Court. The Debtors believe it would
strain the resources of the Clerk's Office to efficiently and
effectively docket, maintain the large number of proofs of claim
that may be filed in these cases, and provide the multitude of
notices that must be prepared and served on all such creditors
and parties-in-interest.

The Clerk has already told AMF that the sheer size and magnitude
of the Debtors' creditors makes it impracticable for the Clerk's
Office to undertake such tasks and has suggested that it would
be better for the Debtors to engage an independent third party
to act as agent for the Court to perform services such as:

         (i) receiving, docketing, maintaining, photocopying and
             transmitting proofs of claim in these cases;

        (ii) overseeing the distribution of solicitation
             material;

       (iii) receiving, reviewing and tabulating ballots; and

        (iv) performing other administrative tasks such as
             maintaining creditor lists and mailing notices.

The Debtors seek to engage Bankruptcy Services Incorporated
(BSI) as claims, processing, noticing, and balloting agent in
these chapter 11 cases to relieve the Court and the Clerk's
Office of these burdens.

As claims and balloting agent, BSI will:

         (i) transmit certain notices (including the bar date
             notice with proof of claim forms);

        (ii) receive, docket, scan, maintain and photocopy claims
             filed against the Debtors;

       (iii) assist the Debtors in the distribution of
             solicitation materials;

        (iv) receive, review and tabulate ballots cast in
             accordance with voting procedures approved by this
             Court; and

         (v) assist the Debtors with certain administrative
             functions relating to their Chapter 11 plans of
             reorganization.

If BSI is not engaged, the Debtors understand that they may have
to divert a substantial number of their employees from the
reorganization efforts for them to manage the claims process and
implement the Plan solicitation process.

AFM assures Judge Tice that BSI can do the job because it is a
data-processing firm whose principals and senior staff have more
than 10 years of in-depth chapter 11 experience in performing
noticing, claims processing, claims reconciliation and other
administrative tasks for chapter 11 debtors. BSI has been
appointed to act as claims and balloting agent in many districts
throughout the United States. Currently, BSI is acting as claims
and noticing agent in connection with many large chapter 11
cases including Reliance Group Holdings Inc., The Warnaco Group
Inc., Indesco International Inc., Flushing Hospital and Medical
Center, Long John Silver's Restaurants Inc., London Fog
Industries Inc., SGL Carbon Corporation, Heilig-Meyers Company,
and Wireless One Inc.

Under a written Agreement, it is anticipated that BSI will
perform services as claims and balloting agent at the request of
the Debtors of the Clerk's Office:

       (a) assist the Debtors will all required notices in these
           cases including, among others:

           (1) a notice of the commencement of these chapter 11
               cases and the initial meeting of creditors under
               section 341(a) of the Bankruptcy Code;

           (2) notice of claims bar dates;

           (3) notice of objections to claims;

           (4) notices of any hearings on the Debtors' disclosure
               statement and confirmation of the Debtors' chapter
               11 plans of reorganization; and

           (5) such other miscellaneous notices as the Debtors or
               the court may deem necessary or appropriate for
               the orderly administration of these chapter 11
               cases;

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

           (1) a copy of the notice served;

           (2) a list of persons upon whom the notice was served,
               along with their addresses; and

           (3) the date and manner of service;

       (c) receive, examine and maintain copies of all proofs of
           claim and proofs of interest filed in these cases;

       (d) maintain official claims registers in each of the
           Debtors' cases by docketing all proofs of claim and
           proofs of interest in the applicable claims database
           that includes the following information for each such
           claim or interest asserted:

           (1) the name and address of the claimant or interest
               holder and any agent thereof, if the proof of
               claim or proof of interest was filed by an agent;

           (2) the date the proof claim or proof of interest was
               received by BSI and/or the Court;

           (3) the claim number assigned to the proof of claim or
               proof of interest;

           (4) the asserted amount and classification of the
               claim; and

           (5) 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 the 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 Bankruptcy
           Rule 3001(e) and provide notice of the transfers as
           required by Bankruptcy Rule 3001(e);

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

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

       (l) provide such other claims processing, noticing and
           related administrative services as may be requested
           from time to time by the Debtors;

       (m) oversee the distribution of the applicable
           solicitation material to each holder of a claim
           against or interest in the Debtors;

       (n) respond to mechanical and technical distribution and
           solicitation inquiries;

       (o) receive, review and tabulate the ballots cast, and
           make determinations with respect to each ballot as to
           its timeliness, compliance with the Bankruptcy Code,
           Bankruptcy Rules and procedures ordered by this Court
           subject, if necessary, to review and ultimate
           determination by the Court;

       (p) certify the results of the balloting to the Court; and

       (q) perform such other related plan-solicitation services
           as may be requested by the Debtors.

Aside from all that, the Debtors also seek to employ BSI to
assist them with, among other things:

       (i) the preparation of master creditor lists and any
           amendments thereto; and

       (ii) the reconciliation and resolution of claims.

Ron Jacobs, a member of BSI, assures Judge Tice that neither BSI
nor any of its employees have any connection with the Debtors,
their creditors, or any other party-in-interest. Neither do they
represent any interest adverse to the Debtors' estates with
respect to the matters upon which BSI is to be engaged, Mr.
Jacobs adds.

Upon the Court's approval of the Agreement, the Debtors shall
pay BSI a retainer in the amount of $10,000 to be applied
against BSI's final invoice for the services provided herein.

Under the Agreement, the Debtors shall pay for all services:

       (a) mailing/noticing

           - print & mail (first page)               $0.20 each
           - additional pages                         0.10 each
           - single page (duplex)                     0.24 each
             - change of address-data input           0.46 each
               and modifications

       (b) printing and reproduction

           - reports                                 $0.10/page
           - photocopies                              0.15/page
           - labels                                   0.05/each
           - fax                                      0.50/page
           - document imaging                         0.50/image

       (c) newspaper & legal notice publication (quoted as
           required)

       (d) consulting

Any additional consulting services not covered by this proposal
will be charged at BSI hourly rates including any outsourced
data input services performed under BSI supervision and control:

       - Kathy Gerber                $175 per hour
       - Senior consultants           150 per hour
       - Programmer                   125 per hour
       - Associate                    110 per hour
       - Data entry/clerical         $35 - 55 per hour

If requested, BSI will coordinate outside services for notice
publication, printing and microfilming.  Reimbursable expenses
including travel, postage, and courier are billed at cost.
Postage is payable in advance of any mailings.

Premium rates apply for after-hours and weekend requirements.

BSI will bill the Debtors monthly. All invoices shall be due and
payable upon receipt. BSI can also increase its prices, charges
and rates by giving the Debtors 90 days prior written notice.

After due deliberation, Judge Tice granted the Debtors'
application. (AMF Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ARMSTRONG: Lease Decision Period Extended Through April 8, 2002
---------------------------------------------------------------
Armstrong World Industries asks Judge Farnan for an extension of
the date by which they must decide to assume, assign, or reject
unexpired leases of non-residential real property to and
including April 8, 2002.

In support of its request, AWI tells Judge Farnan that, as of
the Petition Date, the Debtors were parties to approximately
twenty unexpired leases of nonresidential real property. These
unexpired leases include land use agreements, and lease
agreements with respect to warehouse space, office space, land
and parking lots on properties located throughout the United
States. None of these leases have expired by their own terms as
of the date of the Motion, so that all remain subject to being
assumed or rejected.

During the existing period for assumption or rejection, the
Debtors have continued to re-evaluate every aspect of their
business and the need for each of the leased locations. While
this task is both complex and time-consuming, since the Petition
Date AWI has obtained authorization to reject one lease of real
property in Lancaster City, Pennsylvania.

In support of this request for a lengthy extension, the Debtors
argue that AWI stores many of its products, which are shipped
throughout the United States, in leased warehouses. In addition,
AWI uses its leased railway space to transport many of its
products and carries out essential administrative functions out
of its leased offices. Consequently, the unexpired leases are
important assets of AWI's estate and, in certain instances, are
integral to its continued operation of its business.
Accordingly, any decision to assume or reject these leases would
be central to any plan of reorganization. Given the importance
of the unexpired leases to AWI's ongoing operations, and the
number of issues AWI must consider in determining whether to
accept or reject these leases, AWI asks for extra time so it
will not have to forfeit any lease that could be potentially
valuable as a result of the "deemed rejected" provision of the
Bankruptcy Code.

AWI further argues that an extension of time is appropriate so
that it may evaluate the leases in the context of a business and
reorganization plan. Since the entry of the order granting AWI's
first request for an extension, it has been consumed with
handling a vast number of crucial administrative decisions and
has worked diligently to continue to operate its business.
Moreover, AWI has been actively working with its legal and
financial advisors and with the Committees and their respective
advisors to explore the potential for a consensual resolution of
its Chapter 11 case and develop the foundations for a plan of
reorganization. As a result, AWI simply has not had an adequate
opportunity to review completely each of the unexpired leases
and to determine the economics of each lease, whether it is
burdensome to the estate, and how it will fit in with AWI's
ongoing business operations. Accordingly, without an extension
of the deadline, AWI runs the risk of prematurely and
improvidently assuming unexpired leases that it may later
discover to be burdensome, thus creating large uncapped
potential administrative claims against AWI's estate.  AWI
also risks prematurely and improvidently rejecting leases that
could later be discovered to be critical to AWI's reorganization
efforts. Rather, this process should be addressed in a rational
and practical manner, which the requested extension will permit.

Persuaded by these arguments, and in the absence of any
objection, Judge Farnan grants the requested extension.
(Armstrong Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ARMSTRONG HOLDINGS: Releases Second Quarter Earnings
----------------------------------------------------
Armstrong Holdings, Inc. (NYSE: ACK) reported second quarter
2001 net sales from continuing operations of $748.6 million that
were 5.5% lower than the second quarter of 2000. Excluding the
unfavorable effects of foreign exchange rates, the impact of the
third quarter 2000 divestiture of the Installation Products
Group ("IPG") and the impact of the second quarter 2000 Gema
acquisition, net sales decreased 3.7%.

Second quarter 2001 after-tax earnings from continuing
operations were $33.0 million or $0.81 per share, compared to
2000's second quarter loss from continuing operations of $102.6
million or $2.55 per share. The second quarter of 2000 results
included a $236.0 million pre-tax charge for an increase in the
estimate of probable liability for asbestos-related claims
and a pre-tax gain of $5.2 million related to demutualization
proceeds received from an insurance company. Excluding the
asbestos charge and the demutualization gain, after-tax earnings
from continuing operations for the second quarter of 2000 would
have been $47.4 million, or $1.18 per share. Also, in second
quarter of 2001, as a result of Armstrong World Industries'
Chapter 11 filing, Armstrong recorded $0.5 million of net
reorganization benefit and did not record $21.5 million on
contractual interest expense related to prepetition debt, in
accordance with generally accepted accounting principles.

The company said soft economic conditions led to lower sales in
the quarter. Lower sales volume and higher energy and raw
material costs resulted in lower earnings as compared to the
second quarter of 2000. "We anticipated the lower sales volume
and higher costs we experienced in the second quarter and we are
comfortable with our performance in the disappointing economy,"
said Armstrong Chairman and CEO Michael D. Lockhart. "While the
economic environment is challenging, we are pleased with the
progress we are making to improve the market position of the
business."

                Segment Quarterly Highlights

Floor covering net sales of $308.3 million decreased 9.3% versus
prior year due to the third quarter 2000 IPG divestiture and
lower sales volumes in residential sheet and commercial tile
products. Operating income of $27.8 million was down 37.8%
driven by the IPG divestiture and lower sales volume.

While building products unit sales decreased, net sales of
$206.5 million were up 1.7% over the prior year due primarily to
the second quarter 2000 Gema acquisition. Operating income of
$25.7 million decreased $5.5 million primarily due to higher
energy costs.

Wood products net sales of $233.8 million were down 6.1% from
the second quarter of 2000 due to lower volume and increased
pressure on pricing. Operating income declined to $14.1 million
primarily driven by lower sales volume combined with higher
lumber costs.

Armstrong Holdings, Inc. is a global leader in the design,
innovation and manufacture of floors and ceilings. Based in
Lancaster, PA, Armstrong has approximately 15,000 employees
worldwide. In 2000, Armstrong's net sales totaled more than $3
billion. Additional information about the company can be found
on the Internet at www.armstrong.com.


BIG V: Says Pathmark's Offer Is 'Highly Inadequate'
---------------------------------------------------
Big V Supermarkets, Inc. said it has reviewed the court pleading
filed by Fleet National Bank objecting to the company's motion
for an extension of the periods during which Big V has the
exclusive right to file a plan of reorganization and solicit
acceptances of such a plan.

In its pleading, Fleet discloses that two parties have expressed
an interest in purchasing Big V's business. Specifically, it
says that Fleet has for several months been in discussions with
the Wakefern cooperative regarding a transaction in which Big
V's business would be sold to Wakefern in a plan of
reorganization. It notes that no agreement has been reached
regarding the terms of such a sale and that discussions are
ongoing. The pleadings also say that Fleet received an
unsolicited expression of interest from Pathmark Stores, Inc.
for a combination with Big V's business resulting in values in
excess of $200 million.

Big V said it has not been approached by Pathmark nor Wakefern
about a potential sale and it became aware of the discussions
between Fleet and Pathmark only after Fleet notified Big V about
them and demanded that Big V keep the talks confidential.

Based on its evaluation of the terms of the unsolicited offer by
Pathmark described in Fleet's pleading, Big V believes the
suggested value is highly inadequate and does not represent the
true value of Big V. The unsolicited offer also appears to be
highly conditional.

At this time, based on all available information and its ongoing
evaluation of strategic alternatives, Big V continues to believe
that the best way to maximize value for its creditors and
protect the interests of its other stakeholders is to proceed
with its efforts to exit the Wakefern cooperative and operate as
an independent company under a new and superior supply
arrangement.


BRIDGE INFORMATION: Sells Olive Blvd. Property For $1.75 Million
----------------------------------------------------------------
Bridge Information Systems, Inc. sought and obtained an order
authorizing the sale of property at 11456 Olive Blvd., Creve
Ceour, Missouri 63141, together with certain related leases.
The Property has 12,000 gross square foot retail and commercial
office, bank building and adjoining parking areas, and it is
also sometimes referred to as the Union Planters Bank Building.

Lloyd A. Palans, Esq., at Bryan Cave relates that Bridge bought
the Property from Creve Coeur Building Company, L.L.C. on July
1998 for $1,735,000. Bridge decided to sell the Property in the
fall of 2000. They retained George Convy, a commercial real
estate agent with the firm C.B. Richard Ellis, to list the
Property.

As a result of Mr. Covy's marketing efforts, the Debtors
received three bids, namely:

     (a) Union Planters Bank - $1,200,000
     (b) Douglas B. Gardner - $1,700,000
     (c) Stephen I. Wolff - $1,750,000

Bridge determined that the offer from Wolff is the highest and
best offer to purchase the Property. So, Bridge and Mr. Wolff
entered into a Sale and Purchase Agreement last February 7,
2001. Under the agreement, Mr. Wolff agreed to purchase the
Property for $1,750,000, subject to certain adjustments provided
in the Agreement relating to rents and taxes.

Judge McDonald authorized the Debtors to sell the Property free
and clear of all liens, claims, encumbrances and other
interests. The Court also approved the assumption and assignment
of certain executory contracts related to the property to Wolff.

Judge McDonald also authorized the Debtors to enter any
necessary amendments to the Agreement. An Addendum To Sale and
Purchase Agreement, among other things, requires Bridge to:

      (i) obtain a written waiver from Union Planters Bank of its
          right of first refusal to purchase the Property on the
          same terms and conditions offered to Wolff, and

     (ii) obtain a written statement of approval from the
          beneficiary of the Deed of Trust encumbering the
          Property consenting to Bridge's execution, delivery,
          and performance of the Agreement.

The Unsecured Creditors Committee earlier requested the sale
proceeds to be escrowed or held in reserve until further Court
order.  In response, Judge McDonald ruled that all proceeds paid
by Wolff under the Agreement should be used and/or paid and
applied in accordance with the final order approving DIP
financing. (Bridge Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


BRIDGE INFORMATION: SunGard Acquires PowerPartner & Other Assets
----------------------------------------------------------------
SunGard (NYSE:SDS) announced that it has acquired the
PowerPartner product and related Mt. Laurel, New Jersey data
center from St. Louis, Missouri-based Bridge Information
Systems Inc.

PowerPartner is an information management system used by brokers
and investment professionals to make informed decisions based on
timely, dependable market data sourced from leading industry
providers worldwide.

Currently installed on over 44,000 broker desktops, PowerPartner
is the result of over thirty years of continued development. The
transaction, the terms of which were not disclosed, is not
expected to have a material impact on SunGard's financial
results.

SunGard PowerPartner Inc. will be part of SunGard Online
Investment Systems group and will be headed up by Dennis Morgan.
Mr. Morgan, who has worked in the market data services industry
for more than twenty-five years, offers PowerPartner strong
leadership and guidance.

"The ability of the current and next generation PowerPartner to
leverage other SunGard solutions, including direct access to
back-office functionality and advanced asset allocation, CRM,
and cross-selling tools, helps make PowerPartner a very
compelling offering in the marketplace," said Mr. Morgan. "These
synergies will allow us to expand the product to offer
our clients a broader and more versatile system."

"PowerPartner gives SunGard a tremendous foundation for
satisfying the needs of retail brokers," commented John Hyde,
group chief executive officer, SunGard Online Investment
Systems. "With its solid data center facilities and the
collective experience of the PowerPartner team, it is very clear
that other SunGard solutions, including PowerStation, our Web-
based broker workstation launched earlier this year, will see
immediate benefits."

Also acquired in the transaction is Bridge's value-added
reseller business, which increases SunGard's volume in the
resale of computer equipment and strengthens its partnership
with Sun Microsystems. Bridge's minority equity interest in
Prescient Markets, Inc. was acquired as well.

For more information on SunGard PowerPartner, visit
http://www.powerpartner.sungard.com


COMDISCO INC.: Hires Mckinsey & Company As Management Consultant
----------------------------------------------------------------
Comdisco, Inc. seeks the Court's authority to employ and retain
McKinsey and Company as management consultant in these Chapter
11 cases.

McKinsey is an international management-consulting firm that
advises companies on strategic, operational, organizational and
technological issues. With McKinsey's extensive knowledge and
track record in helping companies, the Debtors believe it is in
their best interest to hire the firm.

McKinsey's proposed services to the Debtors will include:

     (a) performing reviews of historical financial information
         and financial projections;

     (b) reviewing the 2001 business plans, budgets, pro-formas
         and profitability analysis by division, and making
         recommendations/preparing plans to accomplish
         restructuring objections;

     (c) analyzing financial controls, staffing and reporting
         procedures, and recommending methods for managing same;

     (d) preparing short-term and medium-term cash forecasts and
         recommending approaches to deal with same;

     (e) evaluating the benefits and costs of consolidating or
         eliminating divisions, integration of marketing, buying
         and production functions, and the economics of real and
         personal property leases currently in place;

     (f) helping to prepare the overall restructuring plan to
         help Comdisco emerge quickly and effectively from
         Chapter 11.

Chip W. Hardt, a member of McKinsey & Company, assures Judge
Barliant that the firm's partners, principals and employees who
will work on this engagement do not have any connection with the
Debtors or their affiliates, creditors, other parties-in-
interest, attorneys and accountants.  "We are disinterested
persons," Mr. Hardt claims.

According to Mr. Hardt:

     (a) McKinsey does not hold or represent an interest adverse
         to the Debtors' estates.

     (b) McKinsey is not and has not been a creditor, an equity
         security holder or an insider of the Debtors except that
         McKinsey has previously rendered services to the Debtors
         for which it has been compensated.

     (c) McKinsey is not and has not been an investment banker
         for any outstanding security of the Debtors.

     (d) McKinsey is not and has not been, within 3 years before
         the Petition Date, an investment banker for a security
         of the Debtors, or an attorney for an investment banker
         in connection with the offer, sale or issuance of any
         security of the Debtors.

     (e) McKinsey is not and has not been, within 2 years before
         the Petition Date, a director, officer or employee of
         the Debtors or of an investment banker of the Debtors.

     (f) McKinsey does not have an interest materially adverse to
         the interests of the estates or of any class of
         creditors or equity security holders, by reason of any
         direct or indirect relationship to, connection with, or
         interest in the Debtors or an investment banker
         specified in the foregoing paragraphs, or
         for any other reason.

However, Mr. Hardt admits, that certain members of McKinsey may
have in the past been retained by, and presently and may in the
future perform work for certain creditors of the Debtors' and
other parties-in-interest in matters unrelated to these Chapter
11 cases. At the same time, Mr. Hardt adds, certain members of
McKinsey may have business associations with the Debtors'
creditors and other parties-in-interest. But, Mr. Hardt
emphasizes, it has no connection with these proceedings.

Mr. Hardt relates that McKinsey has a long-standing policy of
serving competing companies. But it does so in a manner that
protects the confidentiality of each client's information, Mr.
Hardt explains. At the same time, Mr. Hardt notes, it is the
firm's practice to refrain providing supporting to any client in
its efforts to acquire another client on an unfriendly or
hostile basis. Both parties acknowledge that McKinsey may
withdraw from serving Comdisco in the event of such transaction.
Mr. Hardt tells the Court that McKinsey has not performed
services and currently is not performing any services for any of
the parties-in-interest on matters relating or adverse to the
Debtors. Mr. Hardt assures Judge Barliant that they will
continue to monitor its client engagements so that it will be
alerted if they are requested to serve any party in a matter
adverse to the Debtors.

Mr. Hardt promises to file a supplemental affidavit if there is
additional information that needs to be disclosed to the Court.
According to Mr. Hardt, McKinsey intends to apply to the Court
for allowance of compensation for professional services
rendered. McKinsey normally bills its clients a flat monthly
fee, which may include expenses. Mr. Hardt says they do not
itemize hours spent and expenses incurred on behalf of its
clients.

Under an Engagement Letter dated July 5, 2001, the Debtors agree
to pay McKinsey a flat fee of $550,000 per month, inclusive of
all out-of-pocket expenses.  Comdisco's chairman and chief
executive officer Norman P. Blake, Jr., says they will also
reimburse McKinsey for its outside counsel fees and
disbursements in connection with their services to Comdisco.
Mr. Hardt advises the Debtors that their monthly fee may be
revised from time to time. But Mr. Hardt assures Judge Barliant
that it would remain in line with their rates for comparable
services. The Debtors have already been paid McKinsey a retainer
of $1,100,000 as well as for the other services it has provided
to the Debtors prior to Petition Date.

The Debtors believe that McKinsey's fees are fair and
reasonable, so they appeal to Judge Barliant to approve their
application to employ McKinsey as their management consultant.
(Comdisco Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


COMDISCO: Hewlett-Packard $610MM Purchase Pact Clears HSR Wait
--------------------------------------------------------------
Hewlett-Packard Company (NYSE:HWP) announced that the Hart-
Scott-Rodino (HSR) regulatory waiting period relating to its
definitive agreement with Comdisco, Inc. to acquire
substantially all of Comdisco's Availability Solutions business
has expired.

On July 16, HP announced it had signed a definitive agreement to
acquire Comdisco's business continuity and complementary
consulting services businesses for $610 million in cash, subject
to certain closing adjustments.

The agreement between HP and Comdisco remains subject to
bankruptcy court sales process and approvals since Comdisco's
parent company and a number of its U.S. subsidiaries filed
voluntary petitions on July 16 for relief under chapter 11 of
the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the
Northern District of Illinois.

Comdisco's business continuity and professional services focus,
core competencies and strong customer base in Fortune 500 and
financial services companies are highly complementary to HP
Services' current capabilities. HP expects to integrate the
Comdisco continuity and professional services businesses within
its HP Operations organization, which is part of HP Services. HP
has a particularly strong business continuity services presence
in Europe and significant expertise in the manufacturing,
telecommunications and service provider market segments.

More information on HP Services and updated information for
Comdisco customers and employees are posted on the HP Services
Web site at http://www.hp.com/hps/announce.htm.

                       About HP

Hewlett-Packard Company -- a leading global provider of
computing and imaging solutions and services -- is focused on
making technology and its benefits accessible to all. HP had
total revenue from continuing operations of $48.8 billion in its
2000 fiscal year. Information about HP and its products can be
found on the World Wide Web at http://www.hp.com


DENBURY RESOURCES: Plans To Raise $75M Through Private Placement
----------------------------------------------------------------
Denbury Resources Inc. (NYSE / TSE symbols: DNR) intends to
raise approximately $75 million through a private placement
(Rule 144A offering) of Series B Senior Subordinated Notes due
2008. The notes will be issued under a separate indenture but on
terms substantially identical to the Company's existing 9%
Senior Subordinated Notes due 2008. The offering will be made
within the United States only to qualified institutional buyers
and outside the United States to non-U.S. investors.

Denbury plans to use the estimated net proceeds of $69.7 million
from the offering to repay a majority of the long-term debt
borrowed under the Company's bank credit facility in connection
with the recent acquisition of Matrix Oil & Gas, Inc. The Matrix
acquisition closed on July 10, 2001.

The notes have not been registered under the Securities Act of
1933 or applicable state securities laws, and may not be offered
or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act and applicable state laws.


GLOBAL TELESYSTEMS: New York Stock Exchange Delists Shares
----------------------------------------------------------
Global TeleSystems, Inc. ("GTS") (OTC: GTLS; NASDAQ EUROPE:
GTSG; Frankfurt: GTS) reported that the New York Stock
Exchange's Review Committee has upheld the Exchange staff's 1
June 2001 decision to suspend the trading of GTS shares and seek
from the SEC a de-listing of GTS shares on the Exchange. GTS
does not currently intend to take any further action with
respect to this matter as the de-listing does not affect the
Company's day-to-day operations. GTS shares continue to actively
trade in the United States on the Over the Counter (OTC)
Bulletin Board market under the symbol "GTLS".

Robert Amman, GTS Chairman, said: "While we regret that the
review committee did not recognize, as we believe is the case,
that the staff's actions violated the Exchange's own rules and
was not in the interest of the trading public, we nonetheless
want to emphasize that this latest development should have no
effect whatsoever on the operations of the Company. Our core
unit, Ebone, and our operations in Central Europe continue to be
operationally strong, remain leaders in their respective markets
and continue to meet all obligations to customers, staff and
suppliers in the normal course."

GTS also announced that Deutsche Bank, Dresdner Bank and Bank of
America (the "Bank Group"), which are providing financing to
GTS' Global TeleSystems Europe Holdings B.V. subsidiary, have
agreed to further extend the waiver of any defaults under their
facility caused by GTS' election to not make interest payments
on GTS Europe's public debt while the company works toward
a debt restructuring plan with bondholders. The current waiver
has now been extended until 15 August. GTS and the Bank Group
continue their discussions, aimed at replacing the current
financing agreement with a longer-term financing facility.

Amman added: "Our discussions with the holders of all of the
public debt and preferred securities of GTS and GTS Europe BV
are progressing as planned. As previously announced, we are
exploring in these discussions various options for reducing our
EURO1.65 billion total public debt burden and the EURO158
million in associated annual cash interest obligations. Taking
these actions to recapitalise the balance sheet and strengthen
the capital structure of GTS and GTS Europe are the next logical
steps in establishing the combination of Ebone and our Central
Europe unit as a strong, well funded, EBITDA positive company
that remains the market leader for broadband services in
Europe."


GUNTHER INTERNATIONAL: Commences Exchange Offer For 16MM Shares
---------------------------------------------------------------
Gunther International Ltd. is offering 16,000,000 shares of its
common stock by subscription right to its existing stockholders.
For every share of common stock held as of August __, 2001,
(date yet to be announced), the stockholder will receive 3.728
rights to purchase additional shares of Gunther's common stock.
The Company will not distribute any fractional subscription
rights, but will round up the number of subscription rights each
stockholder receives. Each whole right will entitle a
stockholder to purchase one share of common stock at a purchase
price of $.50 per share. This is the basic subscription
privilege. If other stockholders do not fully exercise their
subscription rights, there may also be the opportunity to
purchase additional shares on a pro-rata basis at the same
purchase price. This is the stockholder's over-subscription
privilege.

Gunther Partners, LLC, a major stockholder and creditor, has
agreed to act as a standby purchaser in the offering and will
exercise its over-subscription privileges to purchase any and
all shares not subscribed for by other stockholders, up to a
maximum of 14,000,000 shares. The total number of shares to be
purchased by Gunther Partners, LLC generally will be equal to
the difference between 16,000,000 and the amount purchased by
Gunther's other stockholders pursuant to this offering, but in
no event more than 14,000,000 shares.

The subscription rights will be exercisable beginning on the
date of the Company's prospectus and continuing until 5:00 p.m.,
New York City time, on September--, 2001. The subscription
rights may not be sold or transferred. The subscription rights
will not be listed for trading on Nasdaq or any national
securities exchange.

Gunther's common stock is traded on the OTC Bulletin Board of
the National Association of Securities Dealers, Inc. under the
symbol "SORT." On July 25, 2001, the last sale price of the
Company's common stock as reported by the OTC-BB was $.81 per
share.


GUNTHER INT'L: Stockholders' Meeting Set For September 6
--------------------------------------------------------
The 2001 Annual Meeting of Stockholders of Gunther
International, Ltd. will be held at the corporate office, One
Winnenden Rd., Norwich, Connecticut, on Thursday, September 6,
2001 at 10:30 a.m., local time, for the following purposes:

      (1) To elect a Board of seven directors to serve until the
          next Annual Meeting of Stockholders or until their
          respective successors shall be elected and qualified;

      (2) To approve amendments to the Company's Restated
          Certificate of Incorporation by amending Article III to
          increase the authorized capitalization of the Company;
          and

      (3) To act upon such other matters as may properly come
          before the meeting or any postponements or adjournments
          thereof.

The Board of Directors has fixed the close of business on July
16, 2001 as the record date for the determination of the
stockholders entitled to notice of and to vote at the Annual
Meeting.


HOMELAND HOLDING: Delays Filing of Financial Reports
----------------------------------------------------
Homeland Holding Corporation will delay the filing of its
quarterly financial reports due to delays in assembling the
information required to prepare the report. As disclosed in its
most recent filing, the Company has been experiencing liquidity
difficulties, which were exacerbated by the cessation of an
over-advance facility under its working capital and revolving
credit facility on August 1, 2001. While the Company had been
exploring options to increase liquidity, the Company filed a
voluntary petition with the United States Bankruptcy Court for
the Western District of Oklahoma on August 1, 2001, and failed
to make a required bond payment due on August 2, 2001. The
efforts by the Company to obtain additional liquidity, as well
as the efforts associated with the bankruptcy filing, have
consumed scarce accounting and financial resources, causing the
delay in assembling the required information.


IMPOWER INC.: Files for Chapter 11 Protection In New Jersey
-----------------------------------------------------------
Counsel Corporation (TSE: CXS; Nasdaq: CXSN) announced that its
33%-owned portfolio investment, Impower Inc., has made a
voluntary Chapter 11 filing in the United States Bankruptcy
Court in New Jersey. Impower believes that the filing will allow
it to operate its business in the normal fashion under court
protection while it continues discussions with representatives
of certain major creditors and others on a restructuring plan.

According to Impower's management, the combination of a general
economic downturn, a softening advertising environment, the
demise of pure play Internet companies and the company's
infrastructure costs all contributed to the need for the filing.
After conducting a thorough and careful review of all of its
available options, Impower concluded that a reorganization under
Chapter 11 was the only way to secure additional operating
liquidity and stability as well as maintain sufficient
flexibility to restructure its outstanding obligations and
continue its operating turnaround. Impower's management has said
that they expect it will have sufficient liquidity throughout
the period of reorganization.

Greg Ellis, Impower's President and COO has said that he was
encouraged by the continued support and commitment of the
company's key customers and vendors, who were aware of Impower's
situation and plans. He also said that Impower's customers
realize the importance of the interactive marketing channel and
that Impower was committed to its mission of providing these
leading marketers with cost effective customer acquisition and
customer development solutions.

Counsel's investment in Impower is currently carried at
approximately US$15 million consisting of equity and senior
secured debt approximating US$9 million and US$6 million,
respectively. Counsel intends to fully reserve the equity
portion of its investment effective the second quarter of this
year. It expects to recover all or a significant percentage of
the debt portion of its investment, subject to the uncertainty
generally related to a Chapter 11 filing.

After reviewing the situation at Impower, Counsel decided that
it would not be prudent to make additional loans to the company
but, rather, that the decision of Impower's management to
reorganize under the protection of Chapter 11 was the most
sensible option. Counsel supports the efforts of Impower's
management to restructure the company and believes that these
efforts will enable Counsel to maximize the return on its
investment in Impower.

                   About Impower Inc.

Impower is a leading full-service provider of business-to-
consumer and business-to-business e-Marketing solutions.
Headquartered in Princeton, NJ, with offices in Corte Madera, CA
and Peterborough, NH, the company's operations include an e-mail
and interactive marketing services business and an e-mail
database division. The e-mail database division includes
Impowerbase(tm), an e-mail database, as well as Impowermail(tm),
an outsourced e-mail distribution solution. These businesses
serve leading marketers with high value interactive marketing
products and services.  Impower's subsidiary, Datamark
Technologies, Inc., will continue day-to-day operations
unaffected.

                 About Counsel Corporation

Counsel Corporation (TSE:CXS / Nasdaq:CXSN) focuses on acquiring
significant positions in, and actively managing for growth, a
portfolio of operating companies. Counsel's strategic portfolio
investments include companies that possess enabling technologies
that provide a competitive advantage for their end users and
have the potential to contribute to the transformation of the
business environment: a 56% stake in marketing and sales
effectiveness systems provider Proscape Technologies, Inc.
(www.proscape.com); a 33% stake in e-marketer Impower, Inc.
(www.impower.com); a 28% stake in e-learning application service
provider IBT Technologies, Inc. (www.ibt-technologies.com); and
a 13% stake in Internet data communications and services
provider Core Communications Corporation (www.core.net).

For further information, visit Counsel's website at
www.counselcorp.com


IMPOWER INC.: Chapter 11 Case Summary
--------------------------------------
Debtor: Impower, Inc.
         dba Impower.net
         4300 U.S. Highway 1
         Building 5
         Monmouth Junction, NJ 08852

Chapter 11 Petition Date: August 3, 2001

Court: District of New Jersey (Trenton)

Bankruptcy Case No.: 01-59114

Judge: Kathryn C. Ferguson

Debtor's Counsel: Hal Baume, Esq.
                   Fox, Rothschild, O'Brien & Frankel
                   Princeton Pike Corporate Center
                   997 Lenox Drive, Building 3
                   Lawrenceville, NJ 08648-2311
                   609-896-3600


MARINER HEALTH: THCI Mortgage Objects To Disclosure Statement
-------------------------------------------------------------
THCI Mortgage is a creditor in the Chapter 11 case of Pendleton
Nursing & Rehabilitation Center, Inc. by succeeding a loan made
to Pendleton before the petition date by Meditrust Mortgage
Investments, Inc.

THCI tells the Court that the Disclosure Statement in the
Mariner Health Group chapter 11 case is inadequate because in
several respects, it does not provide enough information to
enable THCI to make an informed judgment on the Plan.

First, the Disclosure Statement does not explain how a plan will
be confirmed in the specific bankruptcy case of Pendleton.

Also there is no information about who the members of class B-8
are, and how they are classified.

In addition, the proposed treatment for Class B, at the option
of the Plan Proponents, is either "(i) the Collateral securing
such Allowed Other Secured Claim, (ii) Cash in an amunt equal to
the amount of such Allowed Other Secured Claim, or (iii) a New
Other Secured Claim Note in the amount of its Allowed Other
Secured Claim." The Disclosure Statement is inadequate, THCI
says, because it does not set forth any valuation number for the
property securing THCI's claim. Furthermore, the Disclosure
Statement does not set forth what any of the terms of the "New
Other Secured Note" are meant to be but merely defines a "New
Other Secured Note" as a note to be issued by a reorganized
Mariner or Subsidiary Debtor(s) to the holders of the Other
Secured Claims.

In light of such lack of adequate information, the Disclosure
Statement does not meet the requirement under 11 U.S.C. 1125(a),
that in order to be approved, a Disclosure Statement should
contain sufficient information that would "enable a hypothetical
reasonable investor typical of holders of claims or interests of
the relevant class to make an informed judgment about the
plan ..." THCI asserts.

THCI tells the Court it has certain objections to the Plan that
it will not raise yet because it believes the issues are to be
dealt with at the confirmation hearing. Nevertheless, it points
out that THCI appears to be the only member of class B-8, which
presumably relates to the Pendleton's bankruptcy (although this
is not entirely clear.) Section 1129(a)(7) of the Bankruptcy
Code requires that each holder of a claim or interest of each
impaired class must accept the plan in order for the plan to be
confirmed.  If THCI is indeed the only member of class B-8, and
it does not accept the Plan, the Plan will not be confirmed,
THCI reminds the Court.  Based on this, THCI contends that the
Disclosure Statement must be denied because it relates to a plan
that is not capable of confirmation.

Therefore, THCI requests that the Court (1) require that the
Disclosure Statement provide adequate information to THCI, and
(2) grant such other and further relief as deemed appropriate.
(Mariner Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


MOSLER INC.: Files Chapter 11 Petition in Wilmington
----------------------------------------------------
Mosler, Inc., an integrator of security systems and services,
has filed a voluntary petition for protection under Chapter 11
of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the
District of Delaware.

The company said that it filed for Chapter 11 protection in
order to implement an orderly liquidation of its assets. As
previously announced, on August 3, 2001, the company
discontinued normal operations and began a wind-down of
operations. While under Chapter 11 protection, the company
expects to initiate a process to sell substantially all of its
assets, including real estate, machinery, inventory and
equipment.

The company said that it had been working for over a year to
address significant financial and operational challenges. After
thoroughly exploring a number of alternatives, it was determined
that an orderly liquidation of assets was the only viable option
available.


MOSLER INC.: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Mosler Inc.
              8509 Berk Boulevard
              Hamilton, Ohio 45015-2213

Debtor affiliates filing separate chapter 11 petitions:

              Mosler of Alabama, Inc.
              Mosler Indiana, LLC

Chapter 11 Petition Date: August 6, 2001

Court: District of Delaware

Bankruptcy Case Nos.: 01-10055 through 01-10057

Debtors' Counsel: Marc Abrams, Esq.
                   Willkie Farr & Gallagher
                   787 Seventh Avenue
                   New York, New York 10019
                   (212) 728-8000

                            and

                   Robert Brady, Esq.
                   Young Conaway Stargett & Taylor, LLP
                   Wilmington Trust Center, 11th Floor
                   Wilmingotn, Delaware 19801
                   (302) 571-6600

Estimated Assets: $10 million to $50 million

Estimated Debts: more than $100 million

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Positron Manufacturing        Trade debt            $3,550,302
800 East Main Street
Norristown, PA 19401
Tel: (610) 277-0500
Fax: (610) 277-9939

ADI                           Trade debt              $573,053
Attn: Tracy
509 Busse Road
Elk Grove Village, IL 60007
Tel: (816) 231-1645
Fax: (816) 241-9462

Emkay Inc.                    Trade debt              $493,797
PO Box 92047
Chicago, IL 60675
(630) 250-7400

Diebold Inc.                  Trade debt              $348,747
3320 Gilchrist Road #3
Mogadore, OH 44260
Diebold Inc.
500 Northwoods Parkway
Suite K
Charlotte, NC 28269
Tel: (330) 798-5625
Fax: (330) 798-5626

Sensormatic                   Trade debt              $317,897
70 Westview Street
Lexington, MA 02173
Tel: (781) 466-6660

Nice System Inc.              Trade debt              $314,244
Aaron Chesler
200 Plaza Drive
4th Floor
Secaucus, NJ 07094
Tel: (888) 577-6423
Fax: (201) 617-9898

Greyfield Industries, Inc.    Trade debt              $238,972
George Estes
4510 Port Union Road
Hamilton, OH 45011
Tel: (513) 860-1785
Fax: (513) 860-4933

MCI Worldcomm                 Trade debt              $200,000

Vault Structures, Inc.        Trade debt              $195,933

CVideo                        Trade debt              $195,014

HP Products, Inc.             Trade debt              $185,497

NCR-IOP                       Trade debt              $174,515

Amstan Logistics, Inc.        Service contract        $170,784

Mas-Hamilton Group            Trade debt              $164,093

Lapham-Stickey Steel          Trade debt              $137,431
Corp.

Frisco Bay                    Trade debt              $131,792

MGM Security Group Inc.       Trade debt              $126,953

The Will-Burt Co., Inc.       Trade debt              $123,318

Eastman Kodak Company         Trade debt              $122,861

Weldex Corp.                  Trade debt              $121,423

American Security Products    Trade debt              $111,234

Black Box Network Services    Trade debt              $102,660

CSC Southwest Wire & Cable    Trade debt               $98,582

Lanex, LLC                    Trade debt               $97,656

Creditek                      Trade debt               $91,487

NCR Financial Solutions       Trade debt               $91,000

Norment Industries            Trade debt               $89,805

Telular/Adcor Corporation     Trade debt               $89,409

Chesterfield Steel Service    Trade debt               $89,409

ECM Motor Company             Trade debt               $84,480


NETIA HOLDINGS: Fitch Places B+ Rating on Watch Negative
--------------------------------------------------------
Fitch, the international bond rating agency, has placed its 'B+'
rating for Netia Holdings on Rating Watch Negative.

This rating action reflects heightening concern about the
capacity of the company to raise additional equity or debt to
fund the execution of its business plan until it turns free cash
flow positive. The business turned EBITDA positive in 2000 and
has remained so in the first quarter of 2001. As at the end of
March 2001, the business reported a negative free cash flow
for the first quarter of PLZ253mln (USD60mln) and cash balances
totaling PLZ845mln (USD200mln). Management has reported needing
a further PLZ1.5bln (USD350mln) fund completion of its business
plan until it expects to turn free cash flow positive, sometime
in 2003. Fitch awaits an announcement from Telia AB, the Swedish
incumbent telecommunications company, as to its plans with
regard to its 48% investment in Netia and the future funding of
the business. The agency plans to meet with Netia's management
before the end of September 2001 and hopes to resolve its Rating
Watch designation soon thereafter. Netia, which was established
in 1991 and commenced operations in 1994, is Poland's leading
alternative local and long-distance fixed line
telecommunications provider, holding 24 licences to provide
local telecommunications services over an area incorporating 40%
of the country's population, as well as holding a national long
distance licence. Netia is listed on the Warsaw Stock Exchange
and NASDAQ


NEXTWAVE: Responds To FCC's Motion To Stay Court's Decision
-----------------------------------------------------------
Michael Wack, Senior Vice President and Deputy General Counsel,
released the following statement on the FCC's Motion to Stay
U.S. Court of Appeals Decision:

"It is extremely disappointing that the Federal Communications
Commission has decided not to follow through on its written
promise to the U.S. Appeals Court that 'if NextWave prevails
before this court it will get its licenses back.' NextWave did
prevail, but instead of allowing the Court's unanimous decision
to take effect, the FCC has decided to extend its litigation
efforts and impede yet again NextWave's construction of the
first nationwide 3G wireless network. Those efforts have
accomplished nothing to date except to delay substantially the
availability of next generation wireless services to consumers
across the country.

"It is past time for the FCC to stop its legal delaying tactics
and return the licenses to NextWave Telecom, as instructed by
the Court of Appeals. The Court's decision confirmed that
NextWave's efforts to commercialize its licenses should not have
been halted by the FCC. The FCC continues to unfairly penalize
consumers who want access to advanced 3G telecom services
that NextWave Telecom will provide.

"NextWave is prepared to construct its network, as witnessed by
the plan of reorganization the Company will file today. Under
that plan, NextWave will pay all of its creditors in full --
including the FCC -- and complete the Chapter 11 bankruptcy
process. This is the third time since July 1999 that NextWave
has filed a 'full payment' plan of reorganization. The Company's
network would have been built out long ago, absent the
government's litigation. The Company will oppose all efforts to
block the build out of its advanced 3G network."


ORIOLE HOMES: S&P Withdraws CCC Rating After Notes Redemption
-------------------------------------------------------------
Standard & Poor's withdrew its triple-'C' corporate credit
rating on Oriole Homes Corp. This rating action follows the
successful redemption of the remaining $36 million of 12.5%
senior notes due 2003. As a result, there are no rated
securities outstanding. Based in South Florida, Oriole builds
and sells single-family homes, patio homes, townhomes, villas,
duplexes, and low and mid-rise condominiums, principally in
southeast Florida. The company has historically focused its
development activities on the "active-adult" (age 55 and over)
market in south Florida. In 2000, approximately 92% of the
company's home sales were derived from sales of homes in
communities designed exclusively for active adults.

A very small public company, but an established local player,
Oriole has struggled over the past five years to achieve
sustainable profitability, due to lower margin projects and high
debt costs. However, the company has recently had modest success
with several newer, higher-margin development projects that are
being financed more favorably off balance sheet through joint
ventures. Management has indicated that future sources of
financing will likely come from loans secured by existing
projects and internally generated capital, Standard & Poor's
said.


OWENS CORNING: Names Dave Dimmer as New Press Relations Leader
--------------------------------------------------------------
Owens Corning (NYSE: OWC) announced that Dave Dimmer has been
named Press Relations Leader. In this role, he will be
responsible for media outreach and communication for the
corporation.

Mr. Dimmer comes to Owens Corning from Dana Corporation where
his work in the Corporate Communications department involved
media and public relations. His responsibilities also included
developing communication plans for major corporate
announcements, analyst presentations and the writing of news
releases, speeches and shareholder reports.

He earned a bachelor's degree in journalism and a master's
degree in International Relations from The University of Toledo.
(Owens Corning Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


PACIFIC GAS: Committee Retains Saybrook Capital as Advisor
----------------------------------------------------------
The Official Committee of Unsecured Creditors in Pacific Gas and
Electric Company's chapter 11 cases, needs financial advisors
and investment banker, Committee Co-Chairs Clara Strand and
Kenneth E. Smith told the Court. The Committee has selected
Saybrook Capital, LLC, to fill that need.

Without duplicating any services PricewaterhouseCoopers renders,
Saybrook will provide the Committee with:

       (a) valuation analyses of the Company as a going-concern,
           in whole and part;

       (b) valuation and marketability analyses of specific
           assets of the Company and advice to the Committee on
           how divestiture of these assets might be employed to
           support recovery;

       (c) review and consultation of various options offered by
           the State of California;

       (d) review of and consultation on the financing options
           for the Debtor, including and proposed DIP financing;

       (e) review of and consultation on the potential
           divestiture, acquisition and merger transactions for
           the Company;

       (f) review of and consultation on the capital structure
           issues for the reorganized Company, including debt
           capacity;

       (g) review of and consultation on the financial and
           regulatory issues and financing options concerning
           potential plans of reorganization, and coordinating
           negotiations with respect thereto;

       (h) review of an consultation on the Company's operating
           and business plans, focusing on an analysis of the
           Company's long-term capital needs and changing
           competitive environment;

       (i) review and analyses of State sponsored financings
           designed to support the Debtor's emergence from
           bankruptcy;

       (j) provide the Committee with independent analysis of the
           capital markets' appetite for debt issued to support a
           Plan of Reorganization;

       (k) independent access to the rating agencies to evaluate
           the efficacy of any State-sponsored financing plan;

       (l) testimony in court on behalf of the Committee, if
           necessary; and

       (m) any other necessary services as the Committee or the
           Committee's counsel may request from time to time with
           respect to the financial, business and economic issues
           that may arise.

The Committee sought and obtained Judge Montali's permission to
retain Saybrook.

Saybrook will collect a flat $250,000 fee per month for the
first six months of PG*E's chapter 11 case. Thereafter, the fee
drops to $200,000 per month. Saybrook may apply for a success
fee at the conclusion of the Debtor's case based on the results
achieved for creditors, Saybrook's role in the outime and
success fees paid in comparable cases.

Jon Schotz and Jonathan Rosenthal, Saybrook Partners based in
Santa Monica, California, discloses that its client list
includes many large institutional lenders and distressed
investment funds. Those clients are likely creditors of the
Debtor's estate. Additionally, Mr. Rosenthal discloses, Saybrook
isproviding advice to the Municipal Bond Insurance Association
about how it should manage its $1.3 billion exposure to the
energy crisis. Mr. Rosenthal can't identify any connection or
relationship with any other party in interest in PG&E's case
that would render Saybrook not disinterested within the meaning
of 11 U.S.C. Sec. 101(14). (Pacific Gas Bankruptcy News, Issue
No. 10; Bankruptcy Creditors' Service, Inc., 609/392-0900)


PACIFIC GAS: Renews Request to Affirm Cost Recovery Rights
----------------------------------------------------------
Pacific Gas and Electric Company renewed its request in federal
court for a finding that the federally-approved wholesale power
costs the utility incurred to serve its customers are
recoverable in retail rates.

The action, filed in federal district court in San Francisco,
states that the wholesale power costs which the utility incurred
between June 2000 and January 2001 were included in filed rates
which the Federal Energy Regulatory Commission (FERC) has
authorized and approved, and that under the United States
Constitution and numerous federal and state court decisions,
such costs cannot be disallowed by state regulators. Moreover,
the filing notes that a significant amount of the undercollected
power costs was for electricity which state law mandated the
California Independent System Operator purchase and pass on to
the utility in order to maintain electric system reliability,
literally "to keep the lights on."

However, the California Public Utilities Commission (CPUC) has
interpreted and applied state law as prohibiting PG&E from
recovering such expenses, to the extent they exceed retail
revenues collected at frozen rates. Furthermore, the CPUC has
interpreted state law as prohibiting PG&E from recovering any
portion of its wholesale costs which remain uncollected after
the end of its rate freeze period.

The company is requesting an order declaring (a) that the CPUC's
decisions and actions are unconstitutional and unenforceable
insofar as they prevent PG&E from recovering its entire
wholesale power purchase costs; and (b) that state law, as
interpreted by the CPUC, is unconstitutional and unenforceable
insofar as it produces a confiscatory result and fails to
provide just compensation for the taking of private property for
public use.

Pacific Gas and Electric Company filed a similar request in
November 2000, which was denied without prejudice by federal
district court judge Ronald Lew on May 2, 2001, on the grounds
that the action was not yet ripe because certain CPUC orders
(Decisions 01-01-018 and 01-03-082) had not yet become final
under state law. Those CPUC Decisions are now final.


PLASTIPAK HOLDINGS: S&P Assigns BB- Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's assigned its double 'B' minus corporate credit
ratings to Plastipak Holdings Inc. and its wholly owned
subsidiary, Plastic Packaging Inc. At the same time, Standard &
Poor's assigned its single 'B' plus rating to Plastipak
Holdings's proposed $250 million senior unsecured notes due
2011, which will be sold under Rule 144A with registration
rights. In addition, Standard & Poor's assigned its double-'B'
rating to Plastipak Packaging's proposed $150 million revolving
credit facility due 2006, based on preliminary terms and
conditions.

Proceeds of the notes, which are rated one notch below the
corporate credit rating due to the absence of security, will be
used to refinance existing debt.

The outlook is stable.

The ratings on Plastipak Holdings and Plastipak Packaging
reflect a fair business position in the fragmented and highly
competitive rigid plastic packaging industry, and a somewhat
aggressive financial profile. Plymouth, Michigan-based Plastipak
is a leading producer of rigid blow molded plastic containers
serving various end market segments. The company generated
revenues and EBITDA of $792 million and $84 million,
respectively, for the 12-month period ended May 5, 2001.

Plastipak's business position is bolstered by solid market
shares in a number of key segments including carbonated
beverages, food and liquid laundry detergents, strategically
located facilities, and long-standing and mostly contractual
relationships with well-established customers. In addition, the
company has a proven track record of innovative process and
technology developments and maintains numerous patents related
to product designs and enhancements. Contractual provisions that
allow for the pass through of costs generally mitigate
vulnerability to raw material price increases, although some
temporary margin contraction can be expected during periods of
rapid raw material price change. Still, the business profile
recognizes Plastipak's dependence on a relatively narrow product
line, limited geographic diversity, and a high level of customer
concentration, with the top ten customers contributing nearly
65% of revenues.

Double-digit revenue growth has been supported by recent capital
spending and new product initiatives but is expected to
stabilize at mid-single-digits area, in line with industry
trends. Given its product mix weighting towards containers for
high volume, though relatively lower margin carbonated
beverages, Plastipak's operating margins are lower than that of
rated peers. Cost cutting measures and process redesign
initiatives should result in modest improvements in
profitability. During recent years, Plastipak's operating cash
flow has been more than offset by increasing working-capital
needs and sizable capital spending related to plant expansion,
although this should provide ample capacity for near term
growth.

Debt leverage is somewhat aggressive, with debt to EBITDA near
3.5 times and funds from operations to total debt (adjusted for
capitalization of operating leases) in the high teens percentage
area. Accordingly, Standard & Poor's anticipates that the
financial profile will improve in the intermediate term, so that
the key ratio of funds from operations to total debt will
average about 20% throughout the business cycle. Financial
flexibility is supported by significant availability under the
proposed $150 million revolving credit facility and limited
maturities during the next several years.

Plastipak Packaging's bank facility is rated one notch higher
than the corporate credit rating and is secured by a first
security interest on all domestic assets, stock of the company
and significant domestic and foreign subsidiaries, and 65% of
the stock of other foreign subsidiaries. Plastipak Holdings and
its domestic subsidiaries also guarantee the obligations.
Borrowings will be subject to a borrowing base of 85% of
eligible receivables, 65% of domestic inventory subject to
certain limitations, and 50% of net fixed assets. Standard &
Poor's believes that in a default scenario, a distressed
enterprise value would be sufficient to provide for the full
recovery of the outstanding loans. In a simulated default
scenario, Standard & Poor's assumes that the revolving credit
facility would be fully drawn and that Plastipak's operating
results would be significantly depressed.

                        Outlook: Stable

Generally favorable operating prospects and the expectation that
Plastipak will gradually strengthen its financial profile in the
intermediate term support ratings stability, Standard & Poor's
said.


R & G RECEIVABLES: S&P Puts B+ Rating On Watch Negative
-------------------------------------------------------
Standard & Poor's placed its single 'B' plus rating on R & G
Receivables Co. Ltd.'s $100 million 9.6% credit card-backed
notes on CreditWatch with negative implications.

The negative CreditWatch placement follows the disclosure that
the underlying generator of the transaction's assets, Viacao
Aerea Rio-Grandense S.A. (Varig), breached an interest coverage
covenant in the first quarter of 2001 that could lead to an
early amortization of the transaction's outstanding balance. In
addition, Varig's financial performance in the first several
months of 2001 deteriorated as a result of the more difficult
operating conditions in Brazil this year, with further adverse
results expected in the second half of 2001.

Varig's performance has been hurt by a drop in both domestic and
international air travel in Brazil this year, as well as a
significant decline in the local currency and higher interest
rates and jet fuel costs. Although the company is attempting to
cut costs, results beyond those already realized in a similar
restructuring effort in 1999 may be difficult to achieve.
Varig's management has completed a refinancing of some
short-term debt and may derive some additional relief from the
sale of a stake in its cargo transport business, but financial
flexibility nonetheless remains limited.

The RG Receivables notes are secured by the proceeds of credit
and charge card receivables generated by the sale of airline
tickets in the U.S. to Varig customers flying between Brazil and
the U.S. The transaction is structured to capture offshore U.S.
dollar-denominated payments generated from the sale of tickets
on Varig flights between Brazil and the U.S. and between the
U.S. and Tokyo, Japan.

To date, the transaction has performed well despite a
challenging operating environment in Brazil at various times
over the past three years. Cash flow coverage currently remains
in excess of three times quarterly debt service, and Varig has
not yet attempted to reduce the frequency of flights between
Brazil and the U.S.-routes that are critical to the generation
of foreign charge card receipts. Moreover, the transaction
performed as designed in 1999 despite similar financial
pressures and a broad restructuring of Varig's debt undertaken
at that time with the company's other creditors.

Nevertheless, the CreditWatch placement reflects uncertainty
surrounding the near-term actions of investors who, given the
interest coverage covenant breach, currently have the right to
accelerate the amortization of the transaction notes. In
addition, Standard & Poor's remains concerned that the
economic outlook in Brazil over the remainder of 2001 remains
challenging and could lead Varig's management to reduce flight
frequencies to the U.S., thus, negatively impacting the
transaction. Standard & Poor's has also noted that an early
amortization of the RG Receivables notes-whether triggered by
the interest coverage covenant or some other transaction
covenant-could have a significant negative impact on Varig's
liquidity and, consequently, its overall credit profile to which
the transaction rating is directly tied. Standard & Poor's
believes that the transaction rating could come under near-term
downward pressure from either investor actions that accelerate
the transaction's amortization or from a prolonged economic
slowdown in Brazil that further impairs Varig's financial
health.


RANCH *1: Wins Final Court Nod For Kahala's $2 Million DIP Loan
---------------------------------------------------------------
Kahala Corp., a Florida corporation formerly known as Sports
Group International Inc. (OTC BB: KAHA.OB) announced the U.S.
Bankruptcy Court for the Southern District of New York has
entered a final order approving the company's loan and security
agreement to provide up to $2 million in debtor in possession
financing to Ranch * 1.

Ranch * 1 filed for Chapter 11 bankruptcy protection on Tuesday,
July 3, 2001 in the U.S. Bankruptcy Court for the Southern
District of New York

Ranch * 1, through its wholly owned subsidiaries, owns and
operates and franchises Ranch * 1 quick service restaurants that
specialize in the sale of grilled chicken sandwiches and other
grilled chicken products, Ranch * 1 famous fries, and other food
and beverage items.

Currently, there are 51 Ranch * 1 restaurants operating in 12
states, the District of Columbia, and Taiwan, of which 47 are
franchised to third parties and the remaining four are
corporately owned by Ranch *1.

With the Bankruptcy Court's final approval of its loan
agreement, Kahala Corp. intends to work closely with current
Ranch * 1 management during the course of the Chapter 11
bankruptcy, including working together on the plan of
reorganization that ultimately provides for Kahala Corp. to
purchase a majority interest in Ranch * 1.

                   About Kahala Corp.

Kahala Corp. currently owns Surf City Squeeze, Frullati Cafe &
Bakery, Rollerz, and Tahi Mana. Both Surf City Squeeze and
Frullati Cafe & Bakery are franchisors of juice bars/smoothie
stores and healthy food cafes throughout the United States,
Canada, and the Middle East that offer the company's signature
line of smoothies, sandwiches, salads, soups and other healthy
snacks.

Rollerz is a franchisor and operator of retail stores serving
gourmet rolled sandwiches and blended fruit drinks/smoothies,
and Tahi Mana is a franchisor and operator of scaled down health
food supplements store centered around a juice bar, primarily in
health clubs and other strategic retail locations.

There are currently approximately 220 outlets open nationwide of
the company's four concepts. To learn more about the company and
its four concepts, please visit its website at
www.kahalacorp.com.


RITE AID: Stockholders Selling Over 130 Million Shares
------------------------------------------------------
Rite Aid Corporation has prepared a prospectus relating to the
sale by selling stockholders, including their respective
transferors, donees, pledgees, or successors of up to
130,516,017 shares of Rite Aid common stock that the selling
shareholders acquired from the Company in various private
placements and debt-for-equity exchanges. Rite Aid says it will
not receive any proceeds from the sale of any of the shares.

The shares are being registered to permit the selling
stockholders to sell the shares from time to time in the public
market. The selling stockholders may sell the shares through
ordinary brokerage transactions or through any other means. Rite
Aid does not know when or in what amounts a selling stockholder
may offer shares for sale. The selling stockholders may sell
any, all or none of the shares offered by the prospectus.

Rite Aid's common stock is listed on the NYSE and the Pacific
Stock Exchange under the symbol "RAD". The last reported sale
price of its common stock on the NYSE on July 19, 2001, was
$8.65.


SENSORMATIC ELECTRONICS: S&P Places Ratings On Credit Watch
-----------------------------------------------------------
Standard & Poor's placed Sensormatic Electronics Corp.
'BB+' corporate credit and senior unsecured ratings and 'B+'
preferred stock rating on CreditWatch with positive
implications. The CreditWatch follows the announced definitive
agreement that Tyco International Ltd. will acquire
Sensormatic in a stock-for-stock transaction valued at about
$2.3 billion, including the assumption of Sensormatic's $116
million of net debt. At the same time, Standard & Poor's
affirmed its A/Stable/A-1 ratings on Tyco International Ltd. and
its industrial subsidiaries. This acquisition, which is being
conservatively financed, extends Tyco's security services
into electronic article surveillance systems for the retail
industry, including video and access control. The transaction
should also offer significant cost savings opportunities in the
areas of sales, administration, manufacturing, and distribution,
Standard & Poor's said.

Boca Raton, Fla.-based Sensormatic is a leading supplier of
security solutions to the retail, commercial, and industrial
marketplaces. Pembroke, Bermuda-based Tyco is a diversified
manufacturing and services company.


SIZZLER INTERNATIONAL: Reports Fiscal Year 2001 Results
-------------------------------------------------------
Consolidated revenues of Sizzler International Inc., were $245.3
million in fiscal year 2001 compared to $239.5 million in fiscal
year 2000, an increase of $5.8 million or 2.4 percent. The
increase is primarily attributable to the addition of Pat &
Oscar's(SM), same store sales increases from KFC(R) and sales
from six KFCs(R) added during the year. These increases are
partially offset by a 14.3 percent decline in the Australian
dollar exchange rate that represents $19.9 million in revenues
and a same store sales decline in Sizzler(R) Australia.

Domestic revenues increased $20.8 million or 19.8 percent in
fiscal year 2001 compared to fiscal year 2000 primarily due to
the addition of Pat & Oscar's(SM). Sales increases from
remodeled Sizzler(R) locations early in fiscal year 2001 and the
addition of a net of three locations were offset by the impact
of the E. coli incident. Similarly, sales increases experienced
by franchised Sizzler(R) restaurants were offset by the impact
of the E. coli incident and by the closing of eight locations
and the sale of four locations to the Company. International
revenues decreased $14.9 million or 11.1 percent primarily due
the exchange rate partially offset by higher KFC(R) net sales
generated by higher check averages and increased customer
traffic and 6 additional locations.

Total revenues for fiscal year 2001 were $104.7 million compared
to $104.7 million in fiscal year 2000.  Restaurant sales were
$97.7 million compared to $97.6 million in fiscal year 2000, an
increase of $0.1 million or 0.1 percent. On a comparative
restaurant basis, Sizzler(R) restaurants open more than one year
experienced a 0.2 percent increase in average sales per
restaurant. This increase was driven by a higher average guest
check partially offset by lower customer counts due to the E.
coli incident. There were 68 Company-operated Sizzler(R)
restaurants as of April 30, 2001 and 64 as of April 30, 2000.
During fiscal year 2001, the Company sold one location to a
franchisee, acquired four units from a franchisee and opened one
new store. From time to time the Company may sell locations,
open new locations or acquire locations from its franchisees.
Franchise revenues were $7.0 million in fiscal year 2001
compared to $7.1 million in fiscal year 2000, a decrease of $0.1
million or 1.4 percent. The decrease in fiscal year 2001
reflects ten fewer units. This includes four locations acquired
by the Company, two closures due to E. coli and four closures
due to lost leases. As of April 30, 2001 there were 189
Sizzler(R) franchise locations compared to 198 as of April 30,
2000.

Revenues from Company-operated international Sizzler(R)
restaurants were $34.4 million in fiscal year 2001 compared to
$40.8 million in fiscal year 2000, a decrease of $6.4 million or
15.7 percent. This decrease includes $5.7 million related to the
decrease in the Australian dollar exchange rate. On a
comparative restaurant basis in Australian dollars, Sizzler(R)
restaurants open more than one year experienced a 1.4 percent
decrease in average sales per restaurant. This decrease is due
to the GST, which added a 10.0 percent tax on restaurant meals
in July 2000 and to a slowing Australian economy late in fiscal
year 2001. This decrease was partially offset by a higher
average guest check. There were 31 Company-operated Sizzler(R)
restaurants as of both April 30, 2001 and 2000.

International franchise revenues were $1.7 million in fiscal
year 2001 compared to $1.5 million in fiscal year 2000, an
increase of $0.2 million or 13.3 percent. The increase is due to
four more units than in the prior year, net of a $0.3 million
royalty revenue decline due to declining exchange rates. As of
April 30, 2001 there were 56 international franchised
restaurants and 3 joint venture restaurants in 6 countries
compared to 52 international franchise restaurants and 3 joint
venture restaurants as of April 30, 2000.  During fiscal year
2001, 5 franchised restaurants were opened in Thailand, 2 in
Japan, and 1 in Korea. Three restaurants were closed, 2 in
Taiwan and 1 in Japan. Revenues from the Company's KFC(R)
restaurants were $83.8 million in fiscal year 2001 compared to
$92.5 million in fiscal year 2000, a decrease of $8.7 million or
9.4 percent. This decrease includes $14.0 million related to the
decrease in the Australian dollar exchange rate partially offset
by higher unit sales and six additional locations.  On a
comparative restaurant basis in Australian dollars, KFC(R)
restaurants open more than one year experienced a 2.5 percent
increase in average sales per restaurant driven by successful
marketing programs that resulted in higher customer traffic and
an increase in the average guest check. It should be noted that
KFC(R) sales were impacted by GST and towards the end of fiscal
year 2001, a slowing economy. As of April 30, 2001 there were
107 KFC(R) restaurants compared to 101 as of April 30, 2000. The
Company expects to open 2 to 4 new KFC(R) restaurants in fiscal
year 2002.


SNOW VALLEY: Files for Chapter 11 Protection in California
----------------------------------------------------------
Snow Valley, LLC filed for Chapter 11 protection with the U.S.
Bankruptcy Court in Riverside, California, listing total assets
and liabilities of $4.9 million and $27 million, respectively.
The Company, which is doing business as Snow Valley Mountain
Resort, commented that the filing was the result of--among other
things--lawsuits, substantial snow manufacturing costs, and
significant permit fees. (New Generation Research, August 6,
2001)


SUN HEALTHCARE: Rejects Healthcare Facility Lease With IHS
----------------------------------------------------------
Sun Healthcare Group, Inc. sought and obtained the Court's
authority for the divestiture of a healthcare facility located
in Harmony Gardens, Washington by way of transition and/or, if
necessary, wind up operations in accordance with relevant state
law transition procedures.

The Debtors reveal that they have suffered substantial and
persistent losses as a result of the business operations at the
Facility, which they leased from Integrated Health Services,
Inc. (IHS), a debtor-in-possession in another chpater 11 case
pending before Judge Walrath.

During fiscal year 2000, the Debtors incurred approximately
$300,000 in negative EBITDA, with approximately $196,000
expended in rent to IHS. The Facility is projected to have
negative EBITDA of approximately $171,000 in 2001.

The Debtors tell Judge Walrath that they simply cannot afford to
retain and continue to operate the Facility any longer than
absolutely necessary. Therefore, the motion was made on
shortened notice from 23 days to 18 days in order to be in time
for the immediately following omnibus hearing on July 13, 2001.
Because IHS is also a debtor in its own chapter 11 bankruptcy
proceedings, the Debtors have been unable to negotiate for
sufficient rent reductions from IHS. In addition, no new
operator has been found that is willing to assume financial and
operational control of the Facility. Under the circumstances,
the Debtors believe that the relief requested is reasonable and
appropriate.

In addition to the transition and/or, if necessary, wind up
operations mentioned above, the Court authorized Sun Healthcare
to:

      (1) lift the automatic stay extant in the bankruptcy case
of IHS as it applies to the Facility;

      (2) reject a certain real property lease entered into with
IHS, and the Medicare and Medicaid provider agreements relating
to the Facility.

The Court also approved the Implementation Procedures governing
the transfer of the Facility and the treatment of related
claims. The Implementation Procedures include an opt-out
mechanism which enables the Debtors to transfer the Facility as
a going concern, upon the consent of IHS, if a new operator is
identified during the Transition Process. The Debtors remind the
Court that, additionally, in order to maintain operations for
the benefit of the residents in the Facility, the Implementation
Procedures also provide that the rejection of the Lease and
Provider Agreements sought becomes effective as of the actual
date of divestiture of the Facility. (Sun Healthcare Bankruptcy
News, Issue No. 22; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


TELSCAPE: ATSI Modifies Bid For Houston-Based Teleport Assets
-------------------------------------------------------------
ATSI Communications Inc. (AMEX:AI) and Telscape International
Inc.'s Chapter 11 Bankruptcy Trustee announced that ATSI has
modified its bid to purchase Telscape's Houston-based Teleport
assets, from the original bid of approximately $125,000 to a new
bid of nearly $95,000.

The bid has been modified due to changes in asset value and
damaged equipment at the Houston Teleport facility. The assets
are being sold as part of a court-supervised sale in the
bankruptcy proceedings of Telscape. A new court date is expected
to be set within three weeks to approve the new bid.

ATSI reiterates that the assets to be purchased include
Telscape's U.S.-based telecommunications equipment,
multinational customer base and accounts receivable. The
purchase does not include any of Telscape's assets
owned by foreign subsidiaries or affiliates.

To clarify Telscape's 8-K filing of Aug. 3, 2001, Telscape's
Trustee and ATSI's management are continuing to finalize all the
necessary modified closing documents and have agreed, subject to
the Bankruptcy Court's approval, to sign an Interim Operating
Agreement, allowing ATSI to preserve the value of the assets
until closing, which is expected to occur by Aug. 31, 2001.

                 About ATSI Communications

ATSI Communications Inc. is an emerging international carrier
serving the rapidly expanding niche markets in and between Latin
America and the United States, primarily Mexico. The Company's
borderless strategy includes the deployment of a "next
generation" network for more efficient and cost effective
service offerings of domestic and international voice, data and
Internet. ATSI has clear advantages over the competition through
its corporate framework consisting of unique licenses,
interconnection and service agreements, network footprint and
extensive retail distribution. ATSI's Internet software
subsidiary, GlobalSCAPE Inc. (www.globalscape.com),
is recognized as a leader in the development, marketing and
support of award-winning content and file management solutions
and collaborative peer-to-peer technologies.


TITANIUM METALS: Increases Prices Of Certain Products
-----------------------------------------------------
Titanium Metals Corporation (NYSE: TIE) announced selling price
increases on new orders for certain grades of commercially pure
and alloy titanium ingot and alloy forged products.  These price
increases are expected to range from 15% to 20% on applicable
products, and reflect continued increases in certain
manufacturing costs, as well as the need to provide for
increased capital investments. Additionally, TIMET will continue
to reduce or eliminate  current pricing discounts on certain
products.

The price increases are effective immediately, but will not
apply to certain industrial products or to orders under
agreements with customers that include specific provisions
governing selling prices.  TIMET is currently accepting orders
for delivery in 2002.

Titanium Metals Corporation, headquartered in Denver, Colorado,
is a leading worldwide integrated producer of titanium metal
products. Information on TIMET is available on the World Wide
Web at http://www.timet.com


USG CORPORATION: Employs Richards Layton as Local Counsel
---------------------------------------------------------
USG Corporation sought and obtained authority to employ
Richards, Layton & Finger, P.A., as their local bankruptcy in
connection with their chapter 11 cases. The Debtors understand
that they are required to employ Delaware counsel pursuant to
Rule 83.5(e) of the Local Rules of Civil Practice and Procedure
of the United States District Court for the District of
Delaware.

Daniel J. DeFranceschi, Esq., discloses that the Debtors paid
RL&F a $165,000 retainer in contemplation of these chapter 11
cases.

RL&F will charge its standard hourly rates for legal services:

        Professional             Rate
        ------------             ----
    Daniel J. DeFranceschi    $350/hour
    John H. Knight            $275/hour
    Paul N. Health            $200/hour
    Michael J. Merchant       $180/hour
    James R. Adams            $150/hour
    Michael J. Halter         $115/hour

Without duplicating any services performed by Jones Day
professionals, RL&F will:

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

(b) take all necessary action to protect and preserve the
     Debtors' estates, including the prosecution of actions
     against the Debtors, the negotiations of disputes in
     which the Debtors are involved and the preparation of
     objections to claims filed against the Debtors' estates;

(c) prepare on behalf of the Debtors all necessary motions,
     applications, answers, orders, reports, and papers in
     connection with the administration of the Debtors'
     estates;

(d) negotiate and prepare on behalf of the Debtors a plan of
     reorganization and all related documents; and

(e) perform all other necessary legal services in
     connection with the Debtors' chapter 11 cases.

Mr. DeFranceschi discloses that RL&F has in the past, currently,
or may in the future, represent creditors or other parties-in-
interest involved on USG's chapter 11 cases but those
engagements will not relate to the Debtors' chapter 11 cases.

Out of an abundance of caution, Mr. DeFranceschi relates that:

* RL&F represents the Center for Claims Resolutions, Inc. on
   certain corporate matters which are unrelated to the Debtors'
   bankruptcy case. Prior to the petition date, USG was
   Represented in asbestos-related personal-injury and wrongful
   death litigation by the CCR. Indemnity and defense costs are
   allocated among the CCR member companies, as the CCR was
   created to manage the incredible number of asbestos-related
   personal injury cases. Accordingly, it is possible the CCR
   could have claims against the Debtors and vice-versa. RL&F
   will not represent the CCR as a creditor in these chapter 11
   cases or in any matters potentially threatening to the
   Debtors'or their estates. If any information becomes evident
   to the contrary, Jones Day will notify the Court.

Mr. DeFranceschi assures the Court that RL&F is a
"disinterested person" as defined by section 101(14) of the
Bankruptcy Code. (USG Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


VLASIC FOODS: Wants to Terminate Retiree Medical Benefit Plans
--------------------------------------------------------------
Vlasic Foods International, Inc. asks Judge Walrath for
authority to terminate certain retiree medical benefit plans
effective August 14, 2001.

Robert A. Weber, Esq., at Skadden, Arps, Slate, Meagher & Flom,
in Wilmington, Delaware, explains that Pinnacle Foods
Corporation, the purchaser of substantially all of Vlasic's
assets, are not willing to assume these retiree medical benefit
plans. According to Mr. Weber, the Debtors maintain three
similar Retiree Medical Benefit Plans for their employees and
eligible dependents:

       (i) the Vlasic Foods International Inc. Retiree Medical
           Plan for Salaried Employees;

      (ii) the Vlasic Foods International Inc. Retiree Medical
           Plan for Non-Union Hourly Employees; and

     (iii) the Vlasic Foods International Inc. Retiree Medical
           Plan for Union Employees.

The Retirement Medical Plans became effective March 30, 1988.

When VFI sold their fresh mushroom business (known as Vlasic
Farms, Inc.) to Money's Mushrooms Ltd. last January 2000, Mr.
Weber relates, the Debtors continued to maintain the retiree
medical health coverage under the Retirement Medical Plans for
eligible retired former Vlasic Farms employees ("Mushroom
Retirees").  Mr. Weber says there are about 107 Mushroom
retirees and their eligible dependents participating under
the Retirement Medical Plans.

Then when the Debtors sold substantially all of their assets to
Pinnacle Foods Corporation last May 2001, Mr. Weber discloses
that Pinnacle agreed to assume certain liabilities of the
Debtors. These liabilities included all obligations to employees
and retired employees under the Retirement Medical Plans, Mr.
Weber notes. However, Mr. Weber states, the agreement only
covers the obligations related to the employees and retired
employees of the Debtors' pickles business, barbecue sauce
business and frozen food business. "The obligations to
the Mushroom Retirees under the Retirement Medical Plans were
not assumed by Pinnacle, so the Debtors still shoulder this
obligation. The Debtors now maintain the Retirement Medical
Plans solely for the benefit of the Mushroom Retirees," Mr.
Weber explains.

But the Debtors doubt if they can still continue maintaining the
Retirement Medical Plans and benefits for the Mushroom Retirees
considering that they no longer have any ongoing business
activities after they sold substantially all their assets to
Pinnacle. At the same time, Mr. Weber notes, the Debtors have no
more active employees working for them. This is why, Mr. Weber
explains, the Debtors are in the processes of terminating the
medical plans.  Mr. Weber says the money being spent on these
plans no longer advance any business purpose of the Debtors,
whether to maximize estate assets, facilitate the
reorganization, or otherwise.  "It is inevitable that the
Debtors will be forced to cease making payments in respect to
the Retirement Medical Plans," Mr. Weber contends.

The estimated cost of providing benefits under the Retirement
Medical Plans is approximately $600,000 a year, according to the
Debtors. If the Court approves the termination of these plans,
Mr. Weber says, it will provide substantial savings to the
Debtors' estates. Mr. Weber reminds the Court that the Debtors
are not seeking to reorganize, but rather, the Debtors are
seeking to liquidate and distribute their assets. Thus, Mr.
Weber maintains that these expenses are no longer necessary for
a successful reorganization of the Debtors. Under each of the
Retirement Medical Plans, the Debtors are allowed to terminate
the transactions at any time. Section 9.2 of the Retirement
Medical Plans states that: "Vlasic shall have the right at any
time to terminate, suspend, or revoke the plan, in whole or in
part." Because of this provision, Mr. Weber assures Judge
Walrath that the Debtors will not be violating any contractual
obligation if they will terminate the plans.

As a consequence of the termination, Mr. Weber admits that the
Mushroom Retirees will cease to receive retiree medical benefits
from the Debtors. "However, any claims incurred by Mushroom
Retirees prior to the effective date of termination will
continue to be covered," Mr. Weber says. Mr. Weber explains that
the Debtors are only proposing to terminate future benefits, so
claims made up to the termination date would continue to be
covered. The Debtors are convinced that their decision to seek
the termination of the Retirement Medical Plans is in the best
interests of their estates. (Vlasic Foods Bankruptcy News, Issue
No. 9; Bankruptcy Creditors' Service, Inc., 609/392-0900)


WARNACO GROUP: Rejecting Two Unexpired Hangar Leases
----------------------------------------------------
The Warnaco Group Inc. asks Judge Bohanon for authority to
reject two unexpired leases of non-residential real property:

(A) A Helicopter Hangar Sublease (in Newburgh, New York)
     with a monthly rental rate of $3,116.95;

Elizabeth R. McColm, Esq., at Sidley Austin Brown & Wood, in New
York, relates that the Debtors entered into a sublease with
American Express Company for a helicopter hangar at Stewart
International Airport, in Newburgh, New York on a month-to-month
basis. When the Debtors rejected the Sikorsky (a helicopter)
Lease effective as of June 11, 2001, Ms. McColm tells the Court
that the space covered by the Helicopter Hangar Sublease is now
vacant and will no longer be used by the Debtors. According to
Ms. McColm, there is no value to the Debtors' estates if the
Helicopter Hangar sublease is assumed and assigned. Since the
termination of the sublease requires 60 days notice to be
effective, the Debtors seek to reject the sublease effective as
of July 26, 2001 to avoid accumulating administrative rent for
the remainder of the contractual notice period.

(B) An Aircraft Hangar Lease (in Nashua, New Hampshire) with
     a monthly rental rate of $8,277.05;

Ms. McColm relates that the Debtors entered into an agreement
with Hampshire Air Charters, Inc. to lease an aircraft hangar at
99 Pine Hill Road, in Nashua, New Hampshire for a period of
three years from September 1996. A supplemental agreement dated
September 1999 extended the lease to expire on November 30,
2002. Because the Gulf (an aircraft) Lease was rejected
effective June 11, 2001, Ms. McColm explains, the space covered
by the lease is now vacant and no longer of use to the Debtors.
The Debtors' real estate consultant, Keen, also assessed that
the cost of the aircraft hangar lease is at, or exceeds, the
market rate in the applicable geographic market for aircraft
hangars. Therefore, the Debtors conclude that the rejection of
the aircraft hangar lease effective July 31, 2001 will be in the
best interests of their estates and creditors. (Warnaco
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


WASHINGTON GROUP: Moves To Reject Raytheon's Stock Purchase Deal
----------------------------------------------------------------
Washington Group International, Inc. has filed a motion in
United States Bankruptcy Court for the District of Nevada in
Reno seeking authorization from the Court to reject the Stock
Purchase Agreement related to Washington Group's July 7, 2000
acquisition from Raytheon Company of Raytheon Engineers &
Constructors (RE&C).

Citing financial problems associated with the RE&C purchase,
Washington Group and certain direct and indirect subsidiaries
filed voluntary petitions to restructure under Chapter 11 of the
U.S. Bankruptcy Code in the Nevada court on May 14, 2001.

"We are not asking the Court to unwind the Purchase Agreement
and give the business back to Raytheon," said Stephen G. Hanks,
Washington Group President and Chief Executive Officer. "It is
our belief that it is not in the best interest of the company to
be burdened by the obligations contained in this agreement on a
going-forward basis. Therefore we are asking for Court approval
to reject our future obligations under the Purchase Agreement.

"When we purchased RE&C, we acquired thousands of talented and
hard-working employees and an operational structure that, if
well managed, will be very successful. Those people will not be
affected by this rejection of the Purchase Agreement. Our goals
for the success of Washington Group have not changed."

Raytheon has guaranteed the performance of certain of the RE&C
project agreements sold to Washington Group, either through
parent guarantees, letters of credit, or performance bonds.
Under the Stock Purchase Agreement, Washington Group agreed to
perform on those projects and to reimburse Raytheon for any
payments made by Raytheon in satisfaction of Raytheon's
liability on these projects.

Raytheon now claims that Washington Group may be liable for
hundreds of millions of dollars for Raytheon's performance on
several large RE&C projects. Washington Group is asking for
rejection of the Stock Purchase Agreement in order to eliminate
any possible burden on the company after it emerges from
bankruptcy. "We believe Raytheon is the direct cause of our need
to file for Chapter 11 protection," said Hanks. "As we
restructure our business, we don't want to be encumbered with
possible liabilities arising out of the Stock Purchase
Agreement. We intend to put the Raytheon problems behind us and
direct our focus on what we do best -- serving our clients."

Washington Group International, Inc., is a leading international
engineering and construction firm. With more than 35,000
employees at work in 43 states and more than 35 countries, the
company offers a full life-cycle of services as a preferred
provider of premier science, engineering, construction, program
management, and development in 14 major markets.


WINSTAR COMMUNICATIONS: Hires Connoly Bove as Special Counsel
-------------------------------------------------------------
Winstar Communications, Inc. obtained the Court's authority to
employ Connoly Bove Lodge & Hutz LLP as special litigation
counsel to represent them in connection with litigation against
Lucent Technologies, Inc.

The Debtors will engage CBL&H to act as co-counsel with Shearman
& Sterling, because the local restructuring counsel, Young
Conaway Stargatt & Taylor cannot represent the Debtors because
YCS&T represents Lucent in other matters unrelated to these
cases.

Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor in
Wilmington, Delaware, notes that the Court requires to obtain a
local counsel and because of the firm's expertise, experience
and knowledge in commercial and bankruptcy litigation, its
proximity to the Court and its ability to respond quickly to
emergency hearings and other matter in the Court.  Ms. Morgan
also points out that CBL&H's appearance before the Court will be
more efficient and cost effective to the Debtors.

Compensation of CBL&H will be on an hourly basis plus
reimbursement of actual, necessary expenses incurred by CBL&H.
Attorneys and paralegals of CBL&H that will most likely
represent Winstar in the Lucent litigation and their current
hourly rates are:

       Henry A. Gallagher, Jr.     Partner     $295/hour
       Jeffrey C. Wisler           Partner     $300/hour
       Karen C. Bifferato          Partner     $245/hour
       Matthew F. Boyer            Associate   $200/hour
       Michelle McMahon            Associate   $150/hour
       Christos T. Adamopoulos     Associate   $140/hour
       Marc J. Phillips            Paralegal   $90/hour

Karen C. Bifferato, a partner at Connoly Bove Lodge & Hutz LLP,
certifies that neither CBL&H nor any of its partners or
associates currently represent any interest adverse to the
Debtors or their estates and to her knowledge, CBL&H is a
"disinterested person."

Ms. Bifferato discloses that CBL&H first performed services for
the Debtors regarding the Lucent litigation on the eve of the
Petition date. She adds that in the past, CBL&H has represented
the Debtors in corporate shareholder litigation in the Delaware
Court of Chancery.

Ms. Bifferato states that CBL&H has examined the Debtors' list
of largest creditors and has determined that it has in the past
represented and may currently represent I matters unrelated to
these cases certain creditors of the Debtors such as Credit
Suisse First Boston, Transamerica, WorldCom and Bank of New
York. She states that after due inquiry, CBL&H has determined
that:

    a) It is not a creditor of the Debtors, an equity security
       holder of the Debtors, or an "insider" of the Debtors

    b) It is not and has not been an investment banker for any
       outstanding security of the Debtors

    c) It is not and has not been, within 3 years of the petition
       date, an investment banker for a security of the Debtors,
       or an attorney for such investments banker in connection
       with the offer, sale or issuance of a security with the
       Debtors.

    d) It is not and has not been, within 2 years before the
       petition date, a director, officer or employee if the
       Debtors or of an investment bank specified in subparagraph
       (b) and (c);

    e) It does not have any interest materially adverse to the
       Debtors' estates or of any class of creditors or equity
       security holders, by reason of any direct or indirect
       relationship to, connection with, or interest in, the
       Debtors or an investment banker specified in subparagraph
       (b) and (c).

  (Winstar Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


* Meetings, Conferences and Seminars
------------------------------------
July 25, 2001
    Practising Law Institute (PLI)
       How to Handle Consumer Bankruptcy Cases:
       A Practical Step-by-Step Guide
          Practising Law Institute (PLI), 810 Seventh Avenue,
          New York, New York
             Contact: 1-800-260-4PLI or http://www.pli.edu

July 26-28, 2001
    ALI-ABA
       Chapter 11 Business Reorganizations
          Hotel Loretto, Santa Fe, New Mexico
             Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

August 1-4, 2001
    American Bankruptcy Institute
       Southeast Bankruptcy Conference
          The Ritz-Carlton, Amelia Island, Florida
             Contact: 1-703-739-0800 or http://www.abiworld.org

August 10-11, 2001
    Association of Insolvency and Restructuring Advisors
       Distressed M&A Conference
          Ocean Place Conference Resort, Long Branch, New Jersey
             Contact: aira@airacira.org

August 22-24, 2001
    Association of Insolvency and Restructuring Advisors
       Florida CPE Courses for Financial Advisors, Attorneys
       and Turnaround Specialists
          Hyatt Regency Pier Sixty Six, Fort Lauderdale, Florida
             Contact: aira@airacira.org

  September 6-9, 2001
    American Bankruptcy Institute
       Southwest Bankruptcy Conference
          The Four Seasons Hotel, Las Vegas, Nevada
             Contact: 1-703-739-0800 or http://www.abiworld.org

September 7-11, 2001
    National Association of Bankruptcy Trustees
       Annual Conference
          Sanibel Harbor Resort, Ft. Myers, Florida
             Contact: 1-800-445-8629 or http://www.nabt.com

September 10-11, 2001
    RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
       Fourth Annual Conference on Corporate Reorganizations
          The Knickerbocker Hotel, Chicago, IL
             Contact 1-903-592-5169 or ram@ballistic.com

September 13-14, 2001
    ALI-ABA
       Corporate Mergers and Acquisitions
          Washington Monarch, Washington, D. C.
             Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

September 14-15, 2001
    American Bankruptcy Institute
       ABI/Georgetown Program "Views from the Bench"
          Georgetown University Law Center, Washington, D.C.
             Contact: 1-703-739-0800 or http://www.abiworld.org

October 3-6, 2001
    American Bankruptcy Institute
       Litigation Skills Symposium
          Emory University School of Law, Atlanta, Georgia
             Contact: 1-703-739-0800 or http://www.abiworld.org

October 12-16, 2001
    TURNAROUND MANAGEMENT ASSOCIATION
       2001 Annual Conference
          The Breakers, Palm Beach, FL
             Contact: 312-822-9700 or info@turnaround.org

October 16-17, 2001
    International Women's Insolvency and Restructuring
    Confederation (IWIRC)
       Annual Fall Conference
          Somewhere in Orlando, Florida
             Contact: 703-449-1316 or
                  http://www.inetresults.com/iwirc

October 28 - November 2, 2001
    IBA Business Law International Conference
    Including Insolvency and Creditors Rights Sessions
       Cancun, Mexico
          Contact: +44 (0) 20 7629 1206
             http://www.ibanet.org/cancun

November 15-17, 2001
    ALI-ABA
       Commercial Real Estate Defaults, Workouts, and
       Reorganizations
          Regent Hotel, Las Vegas
             Contact:  1-800-CLE-NEWS or http://www.ali-aba.org

November 26-27, 2001
    RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
       Seventh Annual Conference on Distressed Investing
          The Plaza Hotel, New York City
             Contact 1-903-592-5169 or ram@ballistic.com

November 29-December 1, 2001
    American Bankruptcy Institute
       Winter Leadership Conference
          La Costa Resort & Spa, Carlsbad, California
             Contact: 1-703-739-0800 or http://www.abiworld.org

January 31 - February 2, 2002
    American Bankruptcy Institute
       Rocky Mountain Bankruptcy Conference
          Westin Tabor Center, Denver, Colorado
             Contact: 1-703-739-0800 or http://www.abiworld.org

January 11-16, 2002
    Law Education Institute, Inc
       National CLE Conference(R) - Bankruptcy Law
          Steamboat Grand Resort, Steamboat Springs, Colorado
             Contact: 1-800-926-5895 or
                  http://www.lawedinstitute.com

February 28-March 1, 2002
    ALI-ABA
       Corporate Mergers and Acquisitions
          Renaissance Stanford Court, San Francisco, CA
             Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

March 3-6, 2002 (tentative)
    NORTON INSTITUTES ON BANKRUPTCY LAW
       Norton Bankruptcy Litigation Institute I
          Park City Marriott Hotel, Park City, Utah
             Contact:  770-535-7722 or Nortoninst@aol.com

March 8, 2002
    American Bankruptcy Institute
       Bankruptcy Battleground West
          Century Plaza Hotel, Los Angeles, California
             Contact: 1-703-739-0800 or http://www.abiworld.org

March 20-23, 2002
    TURNAROUND MANAGEMENT ASSOCIATION
       Spring Meeting
          Sheraton El Conquistador Resort & Country Club
          Tucson, Arizona
             Contact: 312-822-9700 or info@turnaround.org

April 10-13, 2002 (tentative)
    NORTON INSTITUTES ON BANKRUPTCY LAW
       Norton Bankruptcy Litigation Institute II
          Flamingo Hilton, Las Vegas, Nevada
             Contact:  770-535-7722 or Nortoninst@aol.com

April 18-21, 2002
    American Bankruptcy Institute
       Annual Spring Meeting
          J.W. Marriott, Washington, D.C.
             Contact: 1-703-739-0800 or http://www.abiworld.org

April 25-27, 2002
    ALI-ABA
       Fundamentals of Bankruptcy Law
          Rittenhouse Hotel, Philadelphia
             Contact:  1-800-CLE-NEWS or http://www.ali-aba.org

May 13, 2002 (Tentative)
    American Bankruptcy Institute
       New York City Bankruptcy Conference
          Association of the Bar of the City of New York
          New York, New York
             Contact: 1-703-739-0800 or http://www.abiworld.org

June 6-9, 2002
    American Bankruptcy Institute
       Central States Bankruptcy Workshop
          Grand Traverse Resort, Traverse City, Michigan
             Contact: 1-703-739-0800 or http://www.abiworld.org

June 27-30, 2002
    NORTON INSTITUTES ON BANKRUPTCY LAW
       Western Mountains, Advanced Bankruptcy Law
          Jackson Lake Lodge, Jackson Hole, Wyoming
             Contact: 770-535-7722 or Nortoninst@aol.com

July 11-14, 2002
    American Bankruptcy Institute
       Northeast Bankruptcy Conference
          Ocean Edge Resort, Cape Cod, MA
             Contact: 1-703-739-0800 or http://www.abiworld.org

August 7-10, 2002
    American Bankruptcy Institute
       Southeast Bankruptcy Conference
          Kiawah Island Resort, Kiawaha Island, SC
             Contact: 1-703-739-0800 or http://www.abiworld.org


October 9-11, 2002
    INSOL International
       Annual Regional Conference
          Beijing, China
             Contact: tina@insol.ision.co.uk or
                  http://www.insol.org

October 24-28, 2002
    TURNAROUND MANAGEMENT ASSOCIATION
       Annual Conference
          The Broadmoor, Colorado Springs, Colorado
             Contact: 312-822-9700 or info@turnaround.org

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

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

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

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

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


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

                            *********

Bond pricing, appearing in each Monday's edition of the TCR, is
provided by DLS Capital Partners in Dallas, Texas.

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.

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. Debra Brennan, Yvonne L.
Metzler, Bernadette de Roda, Aileen Quijano and Peter A.
Chapman, Editors.

Copyright 2001.  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 $575 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 301/951-6400.

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