TCR_Public/020618.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, June 18, 2002, Vol. 6, No. 119

                          Headlines

3DFX INTERACTIVE: Gets SF Capital Financing to Pay All Creditors
ANC RENTAL: Wants to Consolidate Ops. at Fort Lauderdale Airport
AT&T CANADA: S&P Junks Ratings Over Planned Debt Restructuring
AAMES FIN'L: Exch. Offer for 5.5% Debentures Extended to Friday
ADELPHIA BUSINESS: Committee Taps Ernst & Young as Tax Advisors

ADELPHIA COMMS: Misses Interest Payment on 10-1/4% Senior Notes
AGERE SYSTEMS: $410MM Convertible Notes Offering Priced at Par
AMERICAN MEDIA: March 2002 Fiscal Quarter Net Loss Reached $8.3M
AMERICAN TRANS: Files Application for $165MM Fed. Loan Guarantee
AMERICREDIT CORP: Completes $175 Million Private Debt Offering

AMSCAN HOLDINGS: S&P Revises Watch Listing on B+ Rating to Pos.
ARTHUR ANDERSEN: Grant Thornton Gets Houston Mid-Market Partners
ASIACONTENT.COM: Board Okays Proposed Winding-Up & Liquidation
BALANCED CARE: Will Convene Shareholders' Meeting Re Merger Plan
BARRIER MOTOR: Fueling Stations Sale Date Scheduled for Today

BELL CANADA: S&P Affirms BB- Corp Credit & Sr. Unsecured Ratings
BURLINGTON: Court Okays Autenreith Employment Pact Assumption
CENTENNIAL COMMS: CFO Peter Chehayl Will Resign August 30
CLIFTON MINING: Says CDNX Delisting Has Less Impact on Liquidity
CLIMACHEM INC: Buys-Back $52.3 Million of Senior Notes

COMDISCO INC: Closes Leasing Asset Sales to GE Capital Units
COMDISCO INC: Plan Confirmation Hearing Set for July 30, 2002
COVANTA ENERGY: Court Extends Lease Decision Period to Nov. 27
CREATIVE COMPUTER: Time to Meet AMEX Listing Criteria Extended
CUSTOM FOOD: Court to Consider Amended Plan on July 17, 2002

DOR BIOPHARMA: Files Compliance Plan for Continued AMEX Listing
DEL MONTE CORP: Fitch Affirms Low-B Ratings After Planned Merger
DESA HOLDINGS: Seeks Okay to Employ Pachulski Stang as Counsel
ENRON CORP: Seeks Approval to Stay Arbitration of Estate Assets
ENRON CORP: Fee Committee Taps Legal Cost Control as Analysts

EXODUS COMMS: Court OKs Stipulation to Cure Sharp's Lease Claims
FEDERAL-MOGUL: Court Determines Adequate Assurance for Utilities
GLOBAL CROSSING: Court Approves Key Employee Retention Program
HECLA MINING: Commences Tender Offer for Preferred B Shares
HORIZON PCS: Loan Covenant Violation Waiver Extended to June 28

IGI: AMEX Grants More Time to Meet Continued Listing Standards
IT GROUP: Committee Signs-Up Friedman Kaplan as Special Counsel
INTEGRATED HEALTH: Taps Integra Realty to Appraise Properties
KAISER ALUMINUM: Coral Energy Wants Prompt Decision on Contract
KENNAMETAL INC: Prices Equity Offering at $36 Per Share

KMART CORP: Proposes Uniform Mechanics' Lien Settlement Protocol
KMART CORP: Seeks Court Approval of Designation Rights Agreement
KNOWLES ELECTRONICS: S&P Affirms Junk Corporate Credit Rating
LIBERTY TAX CREDIT: Auditors Express Going Concern Doubt
MPM TECHNOLOGIES: Fails to Meet Nasdaq Listing Requirements

M/I SCHOTTENSTEIN: Fitch Rates $315 Million Bank Facility at BB
MTS INC: Decline in April Qtr. Net Revenues Due to Restructuring
MAREX INC: Fails to Comply with Nasdaq Listing Requirements
MICROFORUM: Files Notice of Dispute for $3.6MM Claims in Canada
NTN COMMS: Secures More Time to Meet AMEX Listing Requirements

NATIONSRENT INC: Judge Walsh Fixes August 5 as General Bar Date
NETWORK ACCESS: UST Will Convenes Creditors' Meeting on July 18
NEWPOWER HOLDINGS: Receives Court Approval of First Day Motions
NEXTEL COMMS: Appoints C. Rogers As SVP for Strategic Alliances
OWENS CORNING: Resolves Claims Dispute with Pension Benefit

PACIFIC GAS: Court Approves Charles River's & NERA's Engagement
PEGASUS: Unit Won't Give-Out Semi-Annual Divided on Preferreds
PHILIP SERVICES: FY 2001 Balance Sheet Upside Down by $11MM
POLAROID CORP: Retirees Panel Files $222.7MM Proof of Claim
PSINET INC: Allows Alpine Associates' Claims for Voting Purposes

SAN JUAN GAS: Case Summary & 20 Largest Unsecured Creditors
SEXTANT ENTERTAINMENT: Lays-Off Employees Except Sr. Management
SIMON WORLDWIDE: Taps BDO Seidman as New Independent Accountants
SONUS CORP: Working Capital Deficit Tops $5.5M at April 30, 2002
TRITON NETWORK: Insurance Carrier to Extend $1M+ Loan on Oct. 30

TYCO INT'L: Asensio Says Accounting Concerns "Grossly Overblown"
UNIVERSAL DETECTION: Nasdaq to Delist Shares Effective Wednesday
URANIUM RESOURCES: Selling Up to 21M Shares on Best Effort Basis
VANTAGEMED CORP: Commences Trading on Nasdaq SmallCap Market
VELOCITA CORP: Look for Schedules & Statements by July 29, 2002

WORKFLOW MANAGEMENT: Offering $170MM Notes via Private Placement
WORKFLOW MANAGEMENT: S&P Assigns B+ to Corporate Credit Rating
XETEL CORP: Hires Lincoln Partners to Review Strategic Options
XO COMMS: Files for Chapter 11 Reorganization in New York
XO COMMUNICATIONS: Case Summary & 30 Largest Unsec. Creditors

                          *********

3DFX INTERACTIVE: Gets SF Capital Financing to Pay All Creditors
----------------------------------------------------------------
3dfx Interactive, Inc. (OTCBB:TDFX) has entered into an
agreement with SF Capital Partners Ltd. that provides for SF
Capital to purchase between $25 and $35 million of preferred
stock in 3dfx. The amount of the investment will depend on the
sum at closing of the financing of 3dfx's fixed and determinable
liabilities, maximum reasonably known undeterminable liabilities
and anticipated expenses reasonably necessary to complete the
liquidation, winding-up and dissolution of 3dfx.

The closing of the preferred stock financing will occur
following the determination of the total amount of 3dfx's
liabilities and the satisfaction of certain other conditions.
The shares of preferred stock to be issued to SF Capital will
entitle SF Capital to a liquidation preference, the amount of
which will depend on the market price of NVIDIA common stock
prior to the closing. The agreement is terminable if the funding
amount required of SF Capital under the agreement exceeds $35
million or falls under $25 million, if the NVIDIA common stock
closing price to which the funding amount is pegged is equal to
or less than $26, if the transaction fails to close within one
year and in certain other specified circumstances. The terms of
the agreement with SF Capital are described in greater detail in
3dfx's Annual Report on Form 10-K filed with the SEC Friday last
week.

"Upon completion of this financing, 3dfx will be able to pay all
of its creditors and maximize the probability that it will be
able to make a distribution to its common shareholders. We are
pleased that the agreement with SF Capital will position 3dfx to
complete the winding up of its affairs and its dissolution,"
said Richard A. Heddleson, President and Chief Executive Officer
of the Company.


ANC RENTAL: Wants to Consolidate Ops. at Fort Lauderdale Airport
----------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates ask the Court
to authorize them to:

A. Reject the National Concession Agreement and the National
    Lease and

B. Assume the Alamo Concession Agreement, the National Parking
    Lease and the National Short Term Lease and  assign them to
    ANC.

Mark J. Packel, Esq., at Blank Rome Comisky & McCauley LLP in
Wilmington, Delaware, tells the Court the relief requested is in
order for the Debtors to see significant cost savings at the
Fort Lauderdale Hollywood International Airport in Broward
County, Florida.

Since the agreements do not prohibit dual branding by the
concessionaire, these assignments will allow ANC to operate
under the National and Alamo tradenames.  The move is expected
to spell significant cost savings for the Debtors both over the
short and the long term.  The Alamo Concession Agreement, the
National Parking Lease and the National Short Term Lease each
permit assignment with the consent of the County and do not
prohibit dual branding.  Mr. Packel informs the Court the
Debtors will vacate the premises leased under the National
Parking Lease and the National Short Term Lease upon the lease's
expiration.

As of the Motion, National owes $543,166.73 to the County for
prepetition expenses and $34,580.46 for post-petition expenses.
In addition, Alamo owes the County $148,619.42 in postpetition
expenses and $308,666.72 in pre-petition expenses.

Mr. Packel assures the Court that pursuant to Section 365(b)(1)
of the Bankruptcy Code, the Debtors will be curing the defaults
under the agreements.  Upon approval of the Motion, the County
will make a claim against the performance bonds posted by
National pursuant to Article VI of the National Concession
Agreement in the amount of the pre-petition amounts outstanding
under the National Concession Agreement and the National Lease.
Upon satisfaction of arrearages, the County will release and
return to National the Performance Bonds, marked "cancelled."
The Debtors will also pay any postpetition debt outstanding to
the County arising pursuant to the National Concession Agreement
and the National Lease.  In addition, the Debtors will be
submitting change of name riders to the performance bonds posted
by Alamo, changing the name thereon to ANC Rental Corporation
within 30 days after the Order to this Motion is approved.

Mr. Packel contends that actions caused by the relief requested
is expected to result in savings to the Debtors of over
$3,848,000 per year in fixed facility costs and other
operational cost savings.  In addition, the Debtors will also be
able to take advantage of the efficiencies resulting from the
operation of two brands out of a single location.  Thus, these
actions will allow the Debtors to save amounts at the Fort
Lauderdale Airport while simultaneously maintaining the Debtors'
current level of service to the customers of both brands. (ANC
Rental Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


AT&T CANADA: S&P Junks Ratings Over Planned Debt Restructuring
--------------------------------------------------------------
Standard & Poor's lowered its corporate credit and senior
unsecured debt ratings on AT&T Canada Inc. to double-'C' from
double-'B' following the announcement that the company intends
to restructure its public debt through private discussions with
bondholders during the next several weeks and the recent
Canadian Radio-television and Telecommunications Commission
(CRTC) ruling. At the same time, the CreditWatch implications on
the corporate credit and senior unsecured debt ratings were
revised to negative from developing. The ratings were originally
placed on CreditWatch February 22, 2002.

Standard & Poor's also lowered its rating on the company's
secured bank debt to triple-'C'-plus from double-'B'-plus. The
rating remains on CreditWatch with developing implications. The
CreditWatch implications on the bank facility, reduced to C$400
million from C$600 million May 1, 2002, reflect the possibility
the rating could be revised upward to reflect an improvement in
AT&T Canada's financial risk profile should the recapitalization
be successful. They also reflect the risk the recapitalization
plan could be rejected by bondholders and the company might then
turn to some other form of restructuring that could affect the
bank debt.

The ratings actions affect about C$4.9 billion of rated debt.

On completion of the debt exchange, the corporate credit rating
would be lowered to 'SD' (selective default) and the senior
unsecured debt rating will be lowered to 'D'. Standard & Poor's
would consider the successful completion of the debt
restructuring to be tantamount to a default because bondholders
will likely receive an amount that is significantly less than
the par value of the bonds exchanged.

"The ratings actions take into account AT&T Canada's
restructuring strategy, which could include a combination of
incentives to maximize participation in the bond exchange. The
downgrade of the ratings on AT&T Canada, which do not receive
any support from AT&T Corp., therefore reflects the perceived
nature of the exchange offer announced by the company," said
Standard & Poor's credit analyst Linli Chee.

In addition, the ratings actions reflect the outcome of the CRTC
ruling on May 30, 2002, which, although marginally favorable in
reducing AT&T Canada's existing cost structure, will prevent the
company from sustaining its competitive position in light of its
limited financial flexibility and high debt load. This comes on
the heels of several actions taken by AT&T Canada to lower
negative discretionary free cash flow and preserve near-term
liquidity, including planned reductions in capital expenditures
and workforce reduction.

AT&T Canada Inc.'s 10.75% bonds due 2007 (ATTC07CAR1),
DebtTraders reports, are quoted at a price of 8.75. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ATTC07CAR1
for real-time bond pricing.


AAMES FIN'L: Exch. Offer for 5.5% Debentures Extended to Friday
---------------------------------------------------------------
Aames Financial Corporation (OTCBB:AMSF) announced that the
expiration date of its offer to exchange its newly issued 4.0%
Convertible Subordinated Debentures due 2012 for any and all of
its outstanding 5.5% Convertible Subordinated Debentures due
2006 has been extended to 5:00 p.m., New York City time, on
Friday, June 21, 2002. The Exchange Offer had been scheduled to
expire today, Thursday, June 13, 2002, at 5:00 p.m., New York
City time. To date, the Company has received tenders of Existing
Debentures from holders of approximately $42.7 million principal
amount, or approximately 37.5% of the outstanding Existing
Debentures.

On June 13, 2002, Moody's Investor Services, Inc. informed the
Company that, following a review of the Company's debt, Moody's
was lowering its rating on the Company's 9.125% Senior Notes due
2003 from Caa2 to Caa3.

As previously announced, Wilmington Trust Company, as successor
indenture trustee with respect to the Company's 9.125% Senior
Notes due 2003, brought an action against the Company seeking to
prevent the Company from consummating the Exchange Offer. On
June 10, 2002, the Supreme Court of the State of New York heard
oral arguments relating to the Trustee's request for an order
preliminarily enjoining the Company from proceeding with the
Exchange Offer. The court reserved decision pending
consideration of the oral arguments and review of written
submissions made on behalf of each of the parties. The Company
continues to believe the allegations contained in the complaint
filed by the Trustee are without merit. The Company intends to
complete the Exchange Offer unless an injunction is granted.
However, the Company reserves the right to further extend the
Exchange Offer or to terminate the Exchange Offer, in its
discretion, in accordance with the terms of the Exchange Offer.

The Company is a consumer finance company primarily engaged in
the business of originating, selling and servicing home equity
mortgage loans. Its principal market is borrowers whose
financing needs are not being met by traditional mortgage
lenders for a variety of reasons, including the need for
specialized loan products or credit histories that may limit the
borrowers' access to credit. The residential mortgage loans that
the Company originates, which include fixed and adjustable rate
loans, are generally used by borrowers to consolidate
indebtedness or to finance other consumer needs and, to a lesser
extent, to purchase homes. The Company originates loans through
its retail and broker production channels. Its retail channel
produces loans through its traditional retail branch network and
through the Company's National Loan Centers, which produces
loans primarily through affiliations with sites on the Internet.
Its broker channel produces loans through its traditional
regional broker office networks, and by sourcing loans through
telemarketing and the Internet. At March 31, 2002, the Company
operated 100 retail branches, 5 regional wholesale loan offices
and 2 National Loan Centers throughout the United States.

This shall not constitute an offer to exchange or a solicitation
of an offer to exchange the Existing Debenture for New
Debentures. The Exchange Offer is being made solely pursuant to
the offering memorandum dated May 15, 2002, as supplemented on
June 6, 2002 and June 13, 2002, and related letter of
transmittal. Investors and security holders are strongly advised
to read both the offering memorandum, and supplements thereto,
and the related letter of transmittal regarding the Exchange
Offer because they contain important information.


ADELPHIA BUSINESS: Committee Taps Ernst & Young as Tax Advisors
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Adelphia Business Solutions, Inc.'s chapter 11 cases sought and
obtained authorization from the Court to retain Ernst & Young
LLP as its financial advisors to render tax & valuation services
in these Chapter 11 cases.

The Committee anticipates that E&Y LLP may render the following
services in this case:

A. Analysis of the Debtors' tax position including potential tax
    attributes available and the availability of any refund
    opportunities;

B. Performing or reviewing enterprise evaluations in connection
    with the analysis of the Debtors' financial projections and
    business plan;

C. Performing or reviewing valuations, as appropriate and
    necessary, of Debtors' corporate assets;

D. Attending and advising at meetings with the Committee, its
    counsel and representatives of the Debtors; and

E. Rendering testimony in connection with procedures (A) through
    (D) above, as required on behalf of the Committee; and

F. Providing such other services, as requested by the Committee
    and agreed by E&Y LLP.

Chuck Owen, Chairman of the Committee, informs the Court that
E&Y LLP is a firm of independent public accountants as defined
under the Code of Professional Conduct of the American Institute
of Certified Public Accountants.  The Committee has selected E&Y
LLP as financial advisors because of the firm's diverse
experience and extensive knowledge in the fields of accounting,
taxation and valuation.

According to Mr. Owen, the Committee needs assistance in
collecting, analyzing and presenting accounting, financial and
other information in relation to these Chapter 11 cases.  E&Y
LLP has considerable experience with rendering such services to
committees and other parties in numerous Chapter 11 cases.  As
such, E&Y LLP is well qualified to perform the work required in
these cases.

Gary Cole, a Partner of the firm of E&Y LLP, assures the Court
that the firm does not hold or represent an interest adverse to
the estate that would impair E&Y LLP's ability to objectively
perform professional services for the Committee and is a
"disinterested person" as that term is defined in section
101(14) of the Bankruptcy Code.  However, the firm has provided
or is currently providing services to these parties-in-interests
in matters unrelated to these cases:

A. Major Shareholders: Alliance Capital Management L.P.,
   Wellington Management Co. LLP and Fidelity Spartan High
   Income Fund;

B. Secured Lenders: The CIT Group;

C. Unsecured Bondholders: Teachers Annuity & Insurance Assoc.,
   Toronto Dominion, and Barclays Bank;

D. Unsecured Creditors: Ameritech, AT&T, Bank of America, Bank
   of New York, BellSouth, Convergent Networks, Deloitte &
   Touche, Fujitsu, Illuminet, Insight Communications,
   Intermedia Communications, Keystone Business Machines, Level
   3 Communications, MCI Worldcom, Metromedia Fiber Network,
   Pirelli Cable Corp., Qwest, SNET, Southwestern Bell
   Telephone, Sprint, TSI, Verizon, and Walker & Associates
   Inc.;

Mr. Cole submits that E&Y LLP has not provided, and will not
provide, professional services to the Debtors, any of their
creditors, any other parties-in-interest, or any of their
respective attorneys or financial advisors with regard to any
matter related to the Debtors or these Chapter 11 cases.

Subject to this Court's approval and pursuant to the terms and
conditions of the Engagement Letter, E&Y LLP intends to charge
for the professional services rendered to the Committee in these
Chapter 11 cases by reference to hourly rates, which are
currently as follows:

    Consultants, Managing Directors and Principals    $550-$650
    Directors                                         $475-$545
    Vice Presidents                                   $375-$440
    Associates                                        $320-$340
    Analysts                                          $275
    Client Services Associates                        $140

Mr. Cole adds that E&Y LLP will also seek, in the event that any
proceedings or legal actions are brought as a result of E&Y LLP
performance of tax and valuation services, E&Y LLP will be able
to request reimbursement of actual expenses and fees, as
mutually agreed between E&Y LLP and the Committee for any time
E&Y LLP may incur in considering or responding to discovery
request or participating as a witness or otherwise in any legal,
regulatory, or other proceeding. (Adelphia Bankruptcy News,
Issue No. 7; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ADELPHIA COMMS: Misses Interest Payment on 10-1/4% Senior Notes
---------------------------------------------------------------
Adelphia Communications Corporation (OTC: ADELA) announced that
on June 17 it missed a $51,250,000 interest payment on its 10-
1/4% Senior Notes due November 15, 2009 and that on that same
date its subsidiary, Arahova Communications, Inc., missed a
$4,187,500 interest payment on its 8-3/8% Senior Notes due
December 15, 2007.

Adelphia also announced that it had been advised by its former
independent accountants, Deloitte & Touche LLP, that based on
management's decision to restate the Company's financial
statements, Deloitte & Touche is withdrawing certifications of
financial statements of the Company and its subsidiaries that
Deloitte has issued since March 2001.

Adelphia Communications Corporation, with headquarters in
Coudersport, Pennsylvania, is the sixth-largest cable television
company in the country.

DebtTraders says that Adelphia Communications' 10.875% bonds due
2010 (ADEL10USR1) are trading at about 73. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL10USR1
for real-time bond pricing.


AGERE SYSTEMS: $410MM Convertible Notes Offering Priced at Par
--------------------------------------------------------------
Agere Systems (NYSE: AGR.A, AGR.B) announced it priced its
offering of $410 million of convertible subordinated notes.  The
convertible notes were priced at par and will have an annual
interest rate of 6.5%.  The convertible notes will mature on
December 15, 2009.  Holders will be able to convert their notes
into shares of Class A common stock at a conversion price of
$3.3075 per share, representing a 35% premium over the closing
price of the Class A common stock on June 13, 2002.  The closing
of the offering is expected to occur on June 19, 2002 and is
subject to customary closing conditions.

The Company has also granted the underwriters an option to
purchase up to an additional $40.812 million of convertible
notes to cover over-allotments, if any.

The Company expects to use the proceeds to repay a portion of
its outstanding short-term debt under its credit facility and
for general corporate purposes.  JPMorgan and Salomon Smith
Barney are the joint book-running managers for the offering.

A registration statement relating to the convertible notes has
been declared effective by the Securities and Exchange
Commission.  A prospectus with respect to the offering will be
filed with the SEC.

The offering will be made only by means of a prospectus.  A
prospectus related to the convertible notes may be obtained from
JPMorgan, Prospectus Department, 277 Park Avenue, New York, NY
10172, (telephone: 212-622-5219), or from Salomon Smith Barney,
Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, NY
11220 (telephone: 718-765-6733).

Agere Systems is the world's leading provider of communications
components.  The company delivers integrated circuits, optical
components and subsystems that access, move and store network
information.  Agere's integrated solutions form the building
blocks for advanced wired, wireless and optical communications
networks.  The company is a leader in providing integrated Wi-Fi
solutions for PC manufacturers, as well as in storage solutions
with its read-channel chips, preamplifiers and system-on-a-chip
solutions.  More information about Agere Systems is available
from its Web site at http://www.agere.com

As reported in the June 4, 2002 edition of Troubled Company
Reporter, Standard & Poor's assigned a 'B' rating to Agere
Systems Proposed $220 million Convertible Notes.


AMERICAN MEDIA: March 2002 Fiscal Quarter Net Loss Reached $8.3M
----------------------------------------------------------------
American Media, Inc. announced results for the fourth quarter
and fiscal year ended March 25, 2002.

Revenues for the March 2002 fiscal quarter were $93,581,000
compared to $95,829,000 for the prior year fiscal quarter.
Excluding Auto World Magazine and Mira! Magazine (which had
three and four more issues in fiscal 2001 than fiscal 2002,
respectively, due to changes in publication frequency)
circulation revenues were flat to the prior fiscal year. On the
same basis, advertising revenues increased 5.0%, from $10.0
million to $10.5 million. EBITDA (net income (loss) before
extraordinary charges, interest expense, income taxes,
depreciation and amortization and other income) for the period
was $37,076,000 compared to the prior year quarter of
$37,348,000.

Net loss was $8,324,000 for the March 2002 fiscal quarter
compared to net loss of $2,072,000 in the prior year fiscal
quarter. This increase in net loss was primarily due to
additional depreciation expense of $8.5 million recorded during
the March 2002 fiscal quarter as a result of the acceleration of
the depreciable lives for the building improvements and
equipment in our Boca Raton headquarters as a result of the
anthrax incident discussed below.

Revenues for the fiscal year ended March 25, 2002 were
$368,131,000 compared to $372,201,000 for the prior fiscal year.
Results for the fiscal year ended March 25, 2002 reflect a loss
of revenues from discontinued/sold operations of $4.5 million.
Circulation revenue for continuing publications decreased $4.1
million primarily due to the cancellation of several expanded
issues and decreased newsstand copies sold, we believe due to
the anthrax incident in October. This decline in circulation
revenue was partially offset by increased cover prices as
compared to the prior fiscal year. Advertising revenues
increased 7.5% from $37.1 million to $39.9 million, despite the
industry being down 18% as measured by the Publishers
Information Bureau. EBITDA for the fiscal year was $135,003,000
compared to $139,303,000 for the prior fiscal year. The decrease
in EBITDA is primarily attributable to the circulation declines
as noted above, as a result of the anthrax incident.

Net loss was $21,482,000 for the fiscal year ended March 25,
2002 compared to net loss of $15,296,000 in the prior fiscal
year. This increase in net loss was primarily due to $8.5
million of additional depreciation expense discussed above.

"Our Boca Raton headquarters, which housed substantially all
editorial operations (including its photo, clipping and research
libraries), executive offices and certain administrative
functions, was closed on October 7, 2001 by the Palm Beach
County Department of Health when traces of anthrax were found on
a computer keyboard following the death of a photo editor of the
Sun from inhalation anthrax. In response to the closure of the
Boca facility, we immediately implemented our hurricane disaster
plan to produce all the weekly publications as originally
scheduled. We temporarily moved our editorial operations into a
facility leased on a short-term basis, which expired in February
2002. As a result of the uncertainty on the timing of being able
to return to the Boca Raton headquarters, we entered into a two
year lease for a 53,000 square foot facility two blocks from our
current Boca Raton headquarters. We will remain in this leased
facility until the Palm Beach County Health Department, OSHA
(Occupational Safety and Health Administration) and NIOSH
(National Institute for Occupational Safety and Health) deems
the Boca Raton facility is safe to return to, or if we are
unable to return, we will extend the lease term on this new
facility or seek an alternative location. In February of 2002,
the Palm Beach Health Department quarantined the building for an
additional 18 months or until the building has been remediated.
Management is currently evaluating its options regarding its
headquarters' building and its contents and has not yet
committed to a remediation plan. In May of 2002, we reached a
final settlement agreement with our insurance company, and
received payment.

"We believe as a result of the anthrax incident, we have
experienced a decline in circulation. When the incident first
occurred, there were specific concerns and consumer discomfort
and lack of knowledge with respect to the safety of our
magazines. We quickly responded to safety concerns with an
extensive public relations effort to educate consumers that
there was no health risk in buying our magazines. Since the
first issues following the anthrax incident, we have witnessed a
steady improvement in unit sales, although they remain below
normalized levels."

Mr. Pecker said, "We are very gratified with our results for the
three and twelve months ended March 25, 2002 despite being the
first company to experience a bio-terrorist attack that resulted
in a fatality and the loss of our corporate headquarters with
all its contents, compounded by the worst newsstand and
advertising market since World War II. We have successfully
moved our entire corporate headquarters, including all editorial
departments, to our new 53,000 square foot leased facility in
Boca Raton, Florida. Despite all of the obstacles we have faced
this year, I am very happy to report that we have successfully
launched with the April 2, 2002 issue, the new 60-page National
Enquirer and Star tabloids at $2.09 per issue. The average sale
for the first six 60-page issues of the National Enquirer and
Star are flat compared to the previous six 48-page issues at
$1.89. This is a major accomplishment considering that we have
broken the $2.00 barrier with a 60-page folio for the first time
in the history of the tabloids and in the face of the current
newsstand market conditions."

American Media Operations, Inc. owns and publishes the National
Enquirer, Star, Weekly World News, Globe, National Examiner,
Sun, Country Weekly, Country Music Magazine, MIRA! and Auto
World Magazine. AMI also owns Distribution Services, Inc. (DSI),
the leading in-store supermarket and drugstore newspaper and
magazine distribution company.

Evercore Partners, based in New York and Los Angeles, makes
private equity investments through its Evercore Capital Partners
affiliate and venture investments through its Evercore Ventures
affiliate. Evercore also provides strategic, financial and
restructuring advisory services. Evercore Capital Partners'
investments include: American Media, Vertis, Resources
Connection, Energy Partners, Continental Energy Services and
Telenet/Callahan Associates International. Ventures investments
include Xdrive, Go2Systems, Business.com and Atheros. Recent
advisory work includes advising ACNielsen on its merger with VNU
N.V. and General Mills on its acquisition of Pillsbury from
Diageo plc.

As reported in the February 15, 2002 edition of Troubled Company
Reporter, Standard & Poor's assigned a B- rating to American
Media's new subordinated notes.


AMERICAN TRANS: Files Application for $165MM Fed. Loan Guarantee
----------------------------------------------------------------
ATA (American Trans Air, Inc.) (Nasdaq:AMTR) is filing an
application with the Air Transportation Stabilization Board
(ATSB) for a $165 million, fully secured, federal loan guarantee
to be used to restore liquidity that the carrier lost as a
result of the events of September 11th.

ATA believes it is an appropriate applicant for the federal loan
program because of its solid business plan that produced
profitable results through August 31, 2001, and produced top of
the industry results in the first quarter of 2002. However,
since September 11th, access to credit and capital markets has
been extremely difficult for the airline industry -- and
especially for airlines the size of ATA. Even though ATA's
recovery has been industry leading, it's only prudent that the
Company pursue all available liquidity options to further
strengthen its financial position.

Now in its 29th year of operation, ATA is the nation's 10th
largest carrier (based on revenue passenger miles flown). ATA
offers significant scheduled service from Chicago-Midway and
Indianapolis to over 40 business and vacation destinations.
Stock of the Company's parent company, ATA Holdings Corp.
(formerly known as Amtran, Inc.), is traded on the NASDAQ stock
market under the symbol "AMTR." For more information or to learn
about the Company, visit the Web site at http://www.ata.com


AMERICREDIT CORP: Completes $175 Million Private Debt Offering
--------------------------------------------------------------
AmeriCredit Corp. (NYSE:ACF) has completed the private issuance
of $175 million of 9-1/4% Senior Notes due 2009 to certain
qualified institutional buyers and non-U.S. persons.

The Notes, which are unsecured, were priced at 98.78%. The
proceeds will be used to repurchase or redeem all of
AmeriCredit's outstanding 9-1/4% Senior Notes due 2004. Through
this placement and the repurchase or redemption of the Senior
Notes due 2004, AmeriCredit will replace a like amount of debt
maturing in 2004 with debt maturing in 2009.

This offering enabled AmeriCredit to achieve its goal of
extending the maturity of $175 million of Senior Notes at a
similar price. Due to weakness in the bond market, the Company
decided to reduce the size of the offering from $300 million.
Management believes that existing warehouse credit facilities of
$5.9 billion, coupled with Senior Notes maturing in 2006 and
2009 totaling $375 million and continued access to the asset-
backed securities market are sufficient to meet the Company's
stated growth objectives through fiscal year 2003.

The Notes sold by AmeriCredit in the private placement have not
been registered under the Securities Act of 1933, as amended,
and may not be offered or sold in the United States absent such
registration or an applicable exemption from the registration
requirements.

AmeriCredit Corp. is the largest independent middle-market auto
finance company in North America. Using its branch network and
strategic alliances with auto groups and banks, the company
purchases installment contracts made by auto dealers to
consumers who are typically unable to obtain financing from
traditional sources. AmeriCredit has more than one million
customers throughout the United States and Canada and more than
$13 billion in managed auto receivables. The company was founded
in 1992 and is headquartered in Fort Worth, Texas. For more
information, visit http://www.americredit.com

                         *   *   *

As reported in the April 5, 2002 edition of Troubled Company
Reporter, Fitch Ratings lowered the senior unsecured rating of
AmeriCredit to 'BB' from 'BB+ '. The Rating Outlook has been
revised to Stable from Negative. The rating action centers on
concern regarding excessive growth well above internal capital
formation, dependance on the secured markets for long-term
financing, and volatility inherent in the company's short-term
warehouse facilities due to the presence of rating triggers. The
rating continues to reflect ACF's good performance to date,
sophisticated risk management capabilities and a leading market
position in subprime automobile finance.

ACF's capitalization profile has continually declined following
the company's secondary stock offering in August 1999. As of
December 31, 2001, equity to managed assets has dropped to 8.99%
from 10.50% at September 30, 1999. The primary driver behind the
decline in capital ratios has been the company's robust
receivable growth. ACF's managed auto receivables totaled $12.4
billion at December 31, 2001, an increase of 51% since December
31, 2000. The composition of ACF's capital structure remains
weak. Securitization-based residual assets totaled $1.5 billion
or 120% of total equity (equity does not include a deferred tax
liability of approximately $140 million) at December 31, 2001.
The value of these securitization-based residual assets is based
on assumptions related to asset quality and prepayment speeds.
Fitch assesses a significant risk-weight to these assets in its
capitalization assessment. ACF has not supplemented its
portfolio growth with additional common equity, further eroding
its capital structure.

The company remains heavily reliant on secured financing and
securitization for funding growth over the intermediate term.
Continued access to the securitization market remains vital to
pay down warehouse lines. Fitch is concerned about the ultimate
availability of warehouse funding that can occur in the event of
a three-notch rating downgrade.


AMSCAN HOLDINGS: S&P Revises Watch Listing on B+ Rating to Pos.
---------------------------------------------------------------
Standard & Poor's revised its CreditWatch listing on decorative
party-goods maker Amscan Holdings Inc. to positive from
developing. The action is based on the company's filing with the
SEC to sell up to $180 million of common stock, which includes
shares to be sold by stockholders.

The single-'B'-plus corporate credit rating and single-'B'-minus
subordinated debt rating were originally placed on CreditWatch
May 28, 2002. Total debt outstanding was about $300 million as
of March 31, 2002.

The company will not receive any proceeds from the sale by
stockholders. Amscan intends to use the net proceeds from the
offering to repay outstanding indebtedness, which will
strengthen the company's financial profile.

Standard & Poor's will evaluate the transaction when completed,
review the company's financial policies and its ability to
sustain an improved credit profile prior to resolving the
CreditWatch listing.

Amscan participates in the fragmented and highly competitive
party-goods industry. The company also serves the home, baby,
and wedding products market.


ARTHUR ANDERSEN: Grant Thornton Gets Houston Mid-Market Partners
----------------------------------------------------------------
Global accounting firm Grant Thornton LLP announced that it has
added 26 middle-market professionals from Andersen's Houston
office, including three partners.

Talks between Andersen and Grant Thornton will continue
regarding possible additional office and professional additions
that fit into the Grant Thornton middle-market strategy.

Grant Thornton is the leading global accounting, tax, and
business advisory firm dedicated to serving the needs of middle-
market companies. Founded in 1924, Grant Thornton serves public
and private middle-market clients through 49 offices in the
United States, and in more than 650 offices in 109 countries
through Grant Thornton International. Grant Thornton's Web site
address is http://www.GrantThornton.com

Grant Thornton Andersen acquisitions to date:

    Former Andersen offices now operating under Grant Thornton
name: Charlotte, Columbia, Greensboro, Milwaukee, Orlando and
Albuquerque.

    Additional former Andersen middle market partners and
professionals now with local Grant Thornton offices: New York,
Milwaukee, Houston, Cleveland, Cincinnati and Tampa.

Total partners to date: 41 Total employees to date: 394 total
employees.


ASIACONTENT.COM: Board Okays Proposed Winding-Up & Liquidation
--------------------------------------------------------------
Asiacontent.com, Ltd. (Nasdaq: IASIA) announced that its Board
of Directors has unanimously voted to wind up and liquidate the
Company, subject to the approval of the holders of a majority of
its outstanding shares.  Based upon current information, the
Company anticipates that cash available for distribution to the
members will exceed the current market value of the Company's
common stock.  However, at this time, the Company cannot
calculate the exact amount that members will receive in one or
more distributions because of uncertainties of the net value of
the Company's assets and the ultimate amount of its liabilities.

The Board has called a special meeting of members to be held on
July 10, 2002 at the Company's headquarters in Hong Kong, at
which time the members will vote to approve the voluntary wind
up and dissolution of the Company.  A proxy statement describing
the wind up and dissolution were mailed to those members who
held the Company's common stock as of June 7, 2002.

In reaching its decision that the wind up and dissolution is in
the best interests of the Company and its members, the Board of
Directors considered a number of factors.  The proxy statement
describes these factors, including the Company's recent
performance, its previous unsuccessful efforts to sell the
Company or identify a strategic alliance partner and its October
2001 spin off of the Internet Solutions operations.  The Board
and the Company's management determined that it would not be
advisable to continue the operations of the Company, which are
currently reducing the Company's liquidity on a monthly basis.
Additionally, the Company's stock has recently traded below the
anticipated cash liquidation value of the shares.

Based on this information, the Board's business judgment of the
risks associated with continuing the business, the remote
possibility of the Company acquiring additional financing on
acceptable terms, if at all, or identifying a buyer or strategic
partner, the Board of Directors has concluded that distributing
the Company's net liquid assets to its members would return the
greatest value to the members.

Upon approval of the wind up and dissolution, the Company's
activities will be limited to winding up its affairs,
distributing its assets and operating the joint ventures until
agreements have been reached with respect to the termination of
such arrangements.  In connection with the Company's orderly
wind up, it will work closely with its joint venture partners in
an effort to accomplish a smooth transition as Asiacontent exits
these businesses.  If the members approve the wind up and
dissolution, a liquidator will be appointed to administer and
complete the wind up process, which is expected to take 24
months.  The liquidator would attempt to convert the Company's
remaining assets to cash and settle its liabilities as
expeditiously as possible.

Under British Virgin Islands law, the jurisdiction of the
Company's incorporation, the Company would file Articles of
Dissolution with the Registrar of Companies of the British
Virgin Islands following approval by the members.  The
dissolution would become effective upon the liquidator's filing
of a notice that it has completed the winding up, at which
point, a Certificate of Dissolution would be issued to the
Company.

The Company expects that its shares will be delisted from the
Nasdaq National Market in connection with the dissolution, but
the shares may be eligible for trading on the NASD's electronic
bulletin board.

In light of the Board's recommendation to wind up and dissolve
and the pending special meeting, the Board also announced that
the Company has entered into a termination and consulting
agreement with George Chan, the acting Chief Executive Officer.
Under the terms of the agreement, Mr. Chan's employment will
terminate on the earlier of September 14, 2002 (three months
from the date of the agreement) or the date that a liquidator
assumes control of the Company in connection with the wind-up
and dissolution.  Mr. Chan will receive his base salary through
September 14, 2002, even in the event that he is terminated
sooner.  As severance, on his termination, Mr. Chan will receive
a cash payment equal to two months' base salary.  Mr. Chan will
also receive a bonus payment based on certain performance
targets established by the Company's compensation committee.
Mr. Chan has agreed to act as a consultant to the Company
following his termination in connection with liquidation-
related matters.

Mr. Clive Ng, Chairman of the Board, stated, "On behalf of the
Board, I would like to express my appreciation for George's
valuable contributions during the past year in the restructuring
of the Company, which resulted in a significant reduction of the
Company', Inc.'s lead Immune System Enhancing drug ZADAXIN is
approved for sale in 27 countries and has been administered
without clinically significant side effects to patients for over
10 years.  ZADAXIN is currently in phase 3 hepatitis C clinical
trials in the U.S., a phase 3 hepatitis B clinical trial in
Japan, and a phase 2-3 cancer program in Europe."

SciClone's strategic goal is to become the principal worldwide
provider of Immune System Enhancers as monotherapies and as
critical components of combination drug therapies for infectious
diseases and cancer.  Other drugs in SciClone's pipeline are
intended to protect and expand this franchise and to address the
protein-based disorder that causes cystic fibrosis.


BALANCED CARE: Will Convene Shareholders' Meeting Re Merger Plan
----------------------------------------------------------------
The Board of Directors of Balanced Care Corporation will be
advising its stockholders, once details have been finalized, of
a special meeting.  The meeting will be held for stockholders to
consider and vote upon a proposal to adopt the Agreement and
Plan of Merger, dated May 15, 2002, between Balanced Care, IPC
Advisors S.a.r.l. and IPBC Acquisition Corp., under which
Acquisition Corp. will be merged with and into the Company, with
the Company surviving the merger as a subsidiary of IPC, and to
approve the transactions it contemplates, including the merger.
In the merger, each outstanding share of the Company's common
stock, other than shares held by IPC or Acquisition Corp., or
held by stockholders who perfect their appraisal rights under
Delaware law, will be converted into the right to receive $0.25
in cash, without interest, less any applicable withholding
taxes.

The company operates about 65 assisted living and skilled
nursing facilities for middle and upper income seniors in 10
states. Its Outlook Pointe assisted living facilities offer 24-
hour personal and health care services, including help with
bathing, eating, and dressing. The Balanced Gold program
provides services aimed at improving residents' cognitive,
emotional, and physical well-being. Like many assisted-living
providers, Balanced Care is having trouble paying its rent, due
in part to an increase in supply that grew faster than demand. A
Luxembourg-based investment firm owns more than 50% of the
company.

At December 31, 2002, Balanced Care's balance sheet shows a
total shareholders' equity deficit of $26 million.


BARRIER MOTOR: Fueling Stations Sale Date Scheduled for Today
-------------------------------------------------------------
                      SEALED BID AUCTION

           Court Ordered - U.S. Bankruptcy Court,
     So. Dist. Of NY, Case #00-B-10581(ASH), Chapter 11

          As a Part of their Reorganization Efforts,
             BARRIER MOTOR FUELS, INC. Will Sell:

                   20 FUELING STATIONS

                        Located in

    Westchester, Putnam & Rockland Counties of NY State

             Selling Leases & Improvements, Incl:
            Convenience Stores, Service Bays, Etc.

               Sealed Bid Deadline: June 17th

                Sale Date and Time: 10:00 AM
                      TUES., JUNE 18th

                       SALE LOCATION:
        Offices of Platzer, Swergold, Karlin, Levine,
                   Goldberg, Jaslow, LLP
        150 East 52nd. St., 26th Floor, New York, NY

             Inspections Arranged by App't. Only.
       For Details, Call Steve Krakower (518) 281-2634

                    Auction Conducted by:
           Continental Plants Valuation Services
                    Phone: 212-757-1800
                      Fax: 212-757-0519
           Visit our Web site for complete details
                   @www.conplantseast.com


BELL CANADA: S&P Affirms BB- Corp Credit & Sr. Unsecured Ratings
----------------------------------------------------------------
Standard & Poor's affirmed its double-'B'-minus long-term
corporate credit and senior unsecured debt ratings on
telecommunications company Bell Canada International Inc.  At
the same time, the ratings were placed on CreditWatch with
positive implications. The ratings actions follow the Montreal,
Que.-based company's announced sale of its 41.7% equity interest
in Telecom Americas Ltd. to America Movil S.A. de C.V. for
US$366 million.

The transaction, which includes BCI's release from US$250
million of guarantees related to Tess S.A. and Algar Telecom
Leste S.A., is expected to close on or before Aug. 9, 2002. The
ratings actions affect C$160.0 million of rated debt.

"The CreditWatch placement reflects BCI's intention to apply the
cash proceeds to repay and cancel its bank credit facility upon
closing of the transaction on or before Aug. 9, 2002, and the
low payment risk associated with a US$220 million note to be
issued by America Movil (local currency BBB+/Stable/--; foreign
currency BBB-/Stable/--) due March 2003 as remaining payment for
the Telecom Americas assets; Standard & Poor's expectation that
proceeds will be sufficient to repay all of the remaining
corporate debt and contingent liabilities at BCI; the
expectation that BCI will be wound up in the next 12 to 18
months following a supervised disposition of its remaining
holdings; the nonrecourse nature of subsidiary liabilities; and
Standard & Poor's expectation that no significant additional
cash contributions will be made by BCI to Axtel S.A. de C.V. and
Canbras Communications Corp. to fund ongoing activities in the
interim," said Standard & Poor's credit analyst Linli Chee.

The ratings on BCI take into account the higher business risk
profile of the company's remaining interests in Mexican
competitive local exchange carrier Axtel (28%), and broadband
cable and wireless operators in Brazil and Venezuela, Canbras
(76%) and Genesis Telecom C.A. (30%), and the uncertain outcome
of litigious actions against BCI related to the company's
recapitalization plan in February 2002.

BCI is a holding company with investments in the competitive
local exchanged carrier and broadband segments of the
telecommunications industry in Latin America. As a holding
company, BCI has been dependent on asset sales and external
financing to meet its debt-servicing requirements. Cash proceeds
of US$146 million, and a US$220 million interest-free note due
March 1, 2003, from America Movil will be used to repay BCI's
bank credit facility, of which C$175 million is drawn, and to
service BCI's remaining obligations. This includes a US$32
million contingent guarantee related to the Vesper Companies as
part of the final restructuring of the company in November 2001.
The completion of the transaction is sufficient to resolve near-
term liquidity pressures at BCI, leaving a cash cushion of more
than C$220 million absent further asset sales prior to
contingent claims.

The successful completion of the first stage of the transaction,
whereby the cash received will be used immediately for repayment
of bank debt, could lead to a ratings upgrade, reflecting the
limited transaction risks associated with the note due from
America Movil for the remainder of the purchase price.


BURLINGTON: Court Okays Autenreith Employment Pact Assumption
-------------------------------------------------------------
Debtor Burlington Worldwide, Inc. obtained the Court's
authority to assume an Employment Agreement with Helmut-Richard
Autenreith, as the European sales and marketing manager for
their uniform, barrier fabrics and activewear operating segment.

Rebecca L. Booth, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, explains that the term of the Agreement is
for an indefinite period, which started January 17, 2000, and
may be terminated by either party under the German law.  Under
the Agreement, Mr. Autenreith receives:

    (i) employee benefits as required by German law; and

   (ii) an annual salary, paid each month, that is commensurate
        with his experience and salaries paid to similarly
        situated employees with similar responsibilities.

In addition, Ms. Booth states that Mr. Autenreith may be
entitled to a performance based bonus under the Debtor's Sales
Incentive Plan.

According to Ms. Booth, Mr. Autenreith is responsible for:

    (i) an approximately $10,000,000 business with operations
        throughout Europe;

   (ii) coordinating and overseeing eight different agents;

  (iii) maintaining the Debtor's major accounts in Europe;

   (iv) negotiating the purchase and sale of the Debtor's
        products throughout Europe; and

    (v) coordinating and negotiating the Debtor's participation
        in European trade shows and sales meetings. (Burlington
        Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
        Service, Inc., 609/392-0900)

Burlington Industries' 7.25% bonds due 2005 (BRLG05USR1),
DebtTraders says, are trading at about 16. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BRLG05USR1
for real-time bond pricing.


CENTENNIAL COMMS: CFO Peter Chehayl Will Resign August 30
---------------------------------------------------------
Centennial Communications Corp. (NASDAQ: CYCL), announced that
Peter W. Chehayl, senior vice president, chief financial officer
and treasurer, plans to leave the Company to pursue other
interests, effective August 30, 2002. He will continue to serve
in his current capacity until that date or until a replacement
is named.

"Mr. Chehayl's leadership and financial expertise were
instrumental to Centennial's rapid growth and success since the
leveraged recapitalization of the Company in January 1999," said
Michael J. Small, chief executive officer. "On behalf of the
entire Centennial management team, I thank Pete for his
contributions and wish him the best success."

Mr. Chehayl joined Centennial in January 1999. Previously he was
vice president and treasurer for 360 Communications Company from
1996 to 1998, and vice president-capital markets for Sprint
Corporation from 1991 to 1996. Mr. Chehayl has a masters degree
in business administration from the University of Michigan and
is a certified public accountant.

Centennial is one of the largest independent wireless
telecommunications service providers in the United States and
the Caribbean with approximately 18.5 million Net Pops and
882,600 wireless subscribers. Centennial's U.S. operations have
approximately 6.0 million Net Pops in small cities and rural
areas. Centennial's Caribbean integrated communications
operation owns and operates wireless licenses for approximately
12.4 million Net Pops in Puerto Rico, the Dominican Republic,
Jamaica and the U.S. Virgin Islands, and provides voice, data,
video and Internet services on broadband networks in the region.
Welsh, Carson, Anderson & Stowe and an affiliate of The
Blackstone Group are controlling shareholders of Centennial. For
more information regarding Centennial, please visit its Web site
at http://www.centennialcom.com

At February 28, 2002, Centennial Communications' balance sheet
shows a total shareholder's equity deficit of about $438.4
million.


CLIFTON MINING: Says CDNX Delisting Has Less Impact on Liquidity
----------------------------------------------------------------
On June 6, 2002, the CDNX announced that Clifton Mining has been
delisted from that exchange. In fact, Clifton Mining ceased
trading on the CDNX on June 22, 2001--nearly one year ago. Since
that time, Clifton has traded on the Pink Sheets under the
symbol CFTN. The average volume of past months has exceeded
200,000 shares per day, much more than 10 times its CDNX average
trading volume. The spread between "bid" and "ask" has often
been 1 cent, or even 1/2 cent, far less than on the CDNX. And
the stock price has better than doubled. In short, the Pink
Sheets have provided far greater liquidity to our shareholders
than the CDNX.

For that reason, when the CDNX requested that Clifton Mining pay
a listing fee of thousands of dollars just to remain in the
state of suspended-from-trading-on-the-CDNX, management felt
this was not a wise use of shareholder assets and declined to
make the payment. Consequently, the CDNX just announced the
delisting of Clifton Mining. Kenneth Friedman, President of
Clifton Mining, in assessing the impact of the delisting on the
stock and the company, said: "It appears that not trading on the
CDNX for the past year has had negligible impact on either the
price or the liquidity of our stock. We expect the delisting to
have similar negligible impact"

Clifton Mining trades on the U.S. OTC under the symbol CFTN.


CLIMACHEM INC: Buys-Back $52.3 Million of Senior Notes
------------------------------------------------------
On May 24, 2002, ClimaChem, Inc. repurchased $52.3 million
aggregate principal amount of its Senior Notes.  The purchase
price per $1,000 of aggregate principal amount of Senior Notes
was $574 million, resulting in an aggregate purchase price of
approximately $30.0 million.  As a result of the repurchase, the
balance of the aggregate principal amount of the Senior Notes
outstanding and not owned by affiliates of LSB Industries, Inc.,
the Company's parent, is approximately $18.3 million.

In order to fund the repurchase of the Senior Notes, the Company
entered into a financing arrangement with certain lenders
identified in the Agreement. Pursuant to the terms of the
financing arrangement, the Lenders loaned approximately $35.0
million to the Company.  The Loan matures on June 30, 2005, and
bears interest at an annual rate equal to 10-1/2% per annum,
payable quarterly, and an additional interest rate of 5-1/2%
which is payable upon maturity or prepayment.

The proceeds of the Loan were used to fund the repurchase of the
Senior Notes, to pay the closing costs, fees and expenses
incurred in connection with the Loan of approximately $3.1
million, and to fund a cash collateral account of approximately
$1.8 million pursuant to the terms of the Agreement.  In
connection with the closing of the Loan, the Lenders entered
into an Intercreditor Agreement with the Company's working
capital lender.  The Lenders and affiliates of the Lenders owned
the Senior Notes which were repurchased by the Company.

The Loan is secured by (a) a first lien on (i) certain real
property and equipment located at the El Dorado, Arkansas
manufacturing facility (excluding the DSN Plant and other
exceptions) owned by Northwest Financial Corporation, a
subsidiary of the Company, (ii) certain real property and
equipment located at the Cherokee, Alabama manufacturing
facility owned by a subsidiary of LSB that is not a subsidiary
of ClimaChem,  (iii) certain real property and equipment located
at ClimaChem's Hallowell, Kansas explosives manufacturing
facility, which is owned by Universal Tech Corporation, a
subsidiary of the Company, (iv) all of the outstanding shares of
common stock in UTeC, (v) a cash collateral account, and (b) a
second lien on the assets upon which the Company's working
capital lender has a first lien.  The Loan is guaranteed by LSB
and the Company's subsidiaries.

In connection with the completion of the Loan, the Company and
the subsidiaries of LSB which are guarantors of ClimaChem's
working capital loan entered into an amendment to the working
capital loan pursuant to which LSB and certain of the Company's
subsidiaries pledged additional collateral to secure the
Company's obligations under the working capital loan, to permit
the repurchase of the Senior Notes pursuant to the terms of the
Agreement, and to permit the loan pursuant to the terms of the
Agreement.  The additional collateral consisted of a second
mortgage on the assets to which the Lenders were granted a first
lien.

Prior to the repurchase of the Senior Notes as provided above,
ClimaChem and the trustee under the Indenture, with the consent
of the holders of more than 66-2/3% of the aggregate principal
amount of the outstanding Senior Notes, entered into a Fifth
Supplemental Indenture, dated May 24, 2002, to the Indenture
dated November 27, 1997, as amended, which governs the Company's
Senior Notes.  The Supplement amends the Indenture by, among
other things, (a) deleting most all of the restrictive
covenants, (b) deleting the requirements upon a change of
control of the Company or sale of all or substantially all of
the assets of the Company, (c) specifying the Company's
subsidiaries which are guarantors of the Senior Notes and
deleting the requirement that certain future subsidiaries of the
Company be guarantors, (d) deleting certain events from the
definition of "Event of Default," and (e) providing for
conforming changes to the Indenture and the promissory note
executed by the Company pursuant to the terms of the Indenture.
Also eliminated from the Indenture was ClimaChem's requirement
to file reports under the Securities Exchange Act of 1934, as
amended.  As a result, it is the intention of ClimaChem to file
a Form 15 with the Securities and Exchange Commission
terminating ClimaChem's obligations to file reports under the 34
Act.  The Holders also approved the termination of the
Promissory Note, dated November 27, 1997, in the original
principal amount of $10 million from LSB to the Company,
pursuant to the terms of the LSB Note.  The LSB Note may not be
terminated without the additional consent of the Company's
working capital lender, which consent has not been requested as
of the date of the Company's report.

As required by the Lenders as a condition precedent to the
completion of the Loan and the transactions contemplated by the
Agreement, LSB granted to the Lenders warrants to purchase an
aggregate 595,585 shares of common stock of LSB, subject to
certain anti-dilution adjustments.  The exercise price of the
warrants is $0.10 per share and contains a provision for
cashless exercise.  The warrants have a 10-year exercise period
beginning on May 24, 2002.  The warrants provide for certain
demand registration rights and piggyback registration rights.
As of May 24, 2002, there were outstanding approximately 12
million shares of the Company's common stock, and the closing
price of LSB's common stock, as quoted on the over-the-counter
bulletin board, was $3.38 per share.

                          *   *   *

As reported in the December 17, 2001 edition of Troubled Company
Reporter, Standard & Poor's raised its ratings on ClimaChem
Inc., with negative outlook.

The upgrade reflects payment of the interest that was due
December 1, 2001, on the company's $105 million, 10.75% senior
notes. The interest was paid during the 30-day cure period under
the indenture. The next interest payment on the senior notes is
due in June 2002.

                            Ratings Raised

                                    To            From
      ClimaChem Inc.
         Corporate credit rating         CC            D
         Senior unsecured debt           C             D


COMDISCO INC: Closes Leasing Asset Sales to GE Capital Units
------------------------------------------------------------
Comdisco, Inc. (OTC: CDSOQ) has completed the first closing on
the sale of its healthcare leasing assets in the United States
to GE Capital's Healthcare Financial Services unit for
approximately $117 million, including the assumption of
approximately $46 million in related secured debt and other
liabilities. GE Capital is the financial services unit of
General Electric Company (NYSE:GE). A second and final closing,
for up to approximately $33 million and including up to
approximately $6 million in related secured debt, is expected to
occur by June 30, 2002. Comdisco had previously announced the
sale of its healthcare assets on April 14, 2002.

Comdisco also announced that it concluded the closing process
for its Electronics and Lab & Scientific assets to GE Capital's
Commercial Equipment Financing unit in a second closing in which
Comdisco received approximately $24 million, including the
assumption of approximately $5 million in related secured debt.
The company had previously announced a first closing on April
24, 2002, for which it received approximately $548 million,
including the assumption of approximately $258 million in
related secured debt and other liabilities. In total, proceeds
from the sale of Comdisco's Electronics and Lab & Scientific
assets was approximately $572 million, including the assumption
of approximately $263 million in related secured debt and other
liabilities.

Comdisco -- http://www.comdisco.com-- provides technology
services to help its customers maximize technology functionality
and predictability, while freeing them from the complexity of
managing their technology. The Rosemont (IL) company offers
information technology and telecommunications equipment leasing
to a broad range of customers. Through its Ventures division,
Comdisco provides equipment leasing and other financing and
services to venture capital backed companies.


COMDISCO INC: Plan Confirmation Hearing Set for July 30, 2002
-------------------------------------------------------------
Comdisco, Inc., (OTC:CDSOQ) has reached agreement with its
Official Committee of Unsecured Creditors and Equity Committee
on a consensual Plan of Reorganization, and that both committees
support confirmation of the Plan. The company also announced
that Thursday last week it received approval for its amended
Disclosure Statement and procedures for solicitation of votes
for the confirmation of its First Amended Plan of Reorganization
from the United States Bankruptcy Court for the Northern
District of Illinois.

The amended Plan provides for a three-year orderly runoff of the
company's remaining assets. The distribution of the net proceeds
realized from such runoff, as well as the cash accumulated to
date, are anticipated to result in an approximately 90% recovery
to creditors. Common shareholders will share in the net proceeds
realized, beginning at 3% of the remaining net proceeds once
creditors realize an 85% recovery, and scaling up to a 37%
recovery in any remaining net proceeds should the creditors
realize 100% recovery on their claims.

Beginning this week, copies of the Plan and Disclosure Statement
and full details of the procedures for voting on or objecting to
the Plan will be mailed to all creditors and stockholders
entitled to vote on the Plan. Votes must be properly completed
and received by the voting agents no later than July 19, 2002,
at 4:00 p.m. (EDT) to be counted. Acceptance of the Plan
requires approval of the Bankruptcy Court and the affirmative
votes (i.e. 50 percent of the number and 66-2/3 percent of the
dollar amount) of each class of claimants entitled to vote on
the plan. The Bankruptcy Court may also confirm a plan
notwithstanding the non-acceptance of the plan by an impaired
class of creditors or equity holders if certain requirements of
the Bankruptcy Code are met.

"We've worked hard to gain the support of both of Comdisco's
statutory committees, representing the interests of our
creditors and stockholders," said Norm Blake, Comdisco chairman
and chief executive officer. "We're extremely pleased that they
agree with the company that the amended Plan provides the best
recoveries possible and that they support confirmation of the
Plan. This is an important milestone in our Chapter 11 process
and we look forward to emergence from bankruptcy within the next
two months."

The Court also approved the retention of Innisfree M&A
Incorporated and Logan & Company as Comdisco's special noticing
and voting agents and the setting of May 24, 2002 as the record
date for claimants to be eligible to vote on the Plan.

A Confirmation Hearing on the Plan is scheduled for July 30,
2002. Comdisco is targeting emergence from Chapter 11 in mid-
August of 2002.

Comdisco -- http://www.comdisco.com-- provides technology
services to help its customers maximize technology functionality
and predictability, while freeing them from the complexity of
managing their technology. The Rosemont (IL) company offers
information technology and telecommunications equipment leasing
to a broad range of customers. Through its Ventures division,
Comdisco provides equipment leasing and other financing and
services to venture capital backed companies.


COVANTA ENERGY: Court Extends Lease Decision Period to Nov. 27
--------------------------------------------------------------
Covanta Energy Corporation and its debtor-affiliates obtained
the Court's authority extending their period within which they
must assume, assume and assign, or reject unexpired Leases by
180 days, to November 27, 2002. This extension was granted
without prejudice to the Debtors' right to seek further
extension of specific leases.


CREATIVE COMPUTER: Time to Meet AMEX Listing Criteria Extended
--------------------------------------------------------------
Creative Computer Applications, Inc., (AMEX:CAP), a provider of
Clinical Information Systems for hospital and clinic based
laboratories, pharmacies and radiology departments announced
today that the American Stock Exchange had accepted CCA's plan
to regain compliance with the continued listing standards of the
exchange.

Previously the Company issued a current report on Form 8K on
March 6, 2002 disclosing that it had received notice from the
AMEX that it was under review because it was in non-compliance
with one of the continued listing standards. On May 2, 2002 the
Company received notice from the Amex Staff indicating that the
Company was below one of the Exchange's continued listing
standards due to incurring losses from continuing operations in
three of its four most recent fiscal years and it's
shareholder's equity was below $4,000,000 as set forth in
Section 1003 (a) (ii) of the Amex Company Guide. The Company was
afforded the opportunity to submit a plan of compliance to the
Exchange and on May 29, 2002 presented its plan to the Exchange.
On June 11, 2002 the Exchange notified the Company that it
accepted the Company's plan of compliance and granted the
Company an extension of time to regain compliance with the
continued listing standards. The Company will be subject to
periodic review by Exchange Staff during the extension period.
Failure to make progress consistent with the plan or to regain
compliance with the continued listing standards by the end of
the extension period could result in the Company being delisted
from the American Stock Exchange. However the Company believes
that it will comply with the standards before the end of the
extension period of up to eighteen months, by continuing to
generate operating profits.

CCA is a leading healthcare information technology and service
provider that provides software, services and web based
solutions, specializing in Clinical Information Systems for
hospital and clinic based laboratories, pharmacies, and
radiology departments. CCA's primary products, CyberLAB II(R),
CyberMED(R) and CyberRAD(R), are highly functional, scalable,
and can be deployed in a variety of healthcare settings. CCA's
systems are deployed in over 500 sites. For more information
about CCA, its products and services, visit
http://www.ccainc.com


CUSTOM FOOD: Court to Consider Amended Plan on July 17, 2002
------------------------------------------------------------
                UNITED STATES BANKRUPTCY COURT
                CENTRAL DISTRICT OF CALIFORNIA
                     LOS ANGELES DIVISION

In re:                          )  Case Nos. LA 01-12830 VZ;
                                )            LA 01-12832 VZ;
CUSTOM FOOD PRODUCTS, INC.,     )        and LA 02-13796 VZ
a California corporation,       )  (Jointly administered under
a/k/a Best Western; Best        )   Case No. LA 01-12830 VZ)
Western Foods, Inc.; Center     )
Of the Plate Foods, Inc.;       )  Chapter 11
And Custom Food Products of     )
Kentucky ; CFP Holdings, Inc.,  )
A Delaware corporation; and     )
CFP Group, Inc., a Delaware     )
Corporation,                    )
                                )
   Debtors and Debtors in       )
   Possession                   )

  NOTICE OF HEARING ON DEBTORS' ORIGINAL DISCLOSURE STATEMENT
  AND PLAN OF REORGANIZATION (DATED APRIL 10, 2002), AS AMENDED

      PLEASE TAKE NOTICE that on July 17, 2002 at 2:30 p.m. in
Courtroom 1368, the Edward R. Roybal Federal Building, 255 East
Temple Sheet, Los Angeles, California 90012, the Court will hold
a hearing to consider confirmation of the Debtors Original.Plan
of Reorganization (Dated April 10, 2002), as amended. This
hearing my be continued from time to time by announcing in open
Court without further notice to parties in interest.

      PLEASE TAKE FURTHER NOTICE that, if the Court enters an
order confirming the Plan, all claims and interest asserted
against the debtors in the above-captioned cases will be forever
discharged, and the terms of the Plan will be binding on all
parties in interest. Any party wishing further information
regarding confirmation of the Plan, including deadlines for
filing objections to the Plan, must make a specific written
request to: Klee, Tuchin, Bogdanoff & Stern LLP, Attn: Shanda D.
Pearson, Paralegal, 1880 Century Park East, Suite 200, Los
Angeles, California 90067.

DATED: May 30, 2002     CUSTOM FOOD PRODUCTS, INC,;
                        CFP HOLDINGS, INC.; and CFP GROUP, INC.


DOR BIOPHARMA: Files Compliance Plan for Continued AMEX Listing
---------------------------------------------------------------
DOR BioPharma Inc. (AMEX: DOR) announced the appointment of new
directors, resignation of senior management and initiation of a
significant cost reduction program.

As part of the reorganization of the Company, the following
senior management have resigned: Dr. Colin Bier, and Mr. Michael
S. Rosen. The following board members have also resigned: Dr.
Ken Tempero, Mr. Peter Kliem, and Mr. Guy Rico.

The Board of Directors of DOR stated, "DOR is grateful to, Dr.
Bier, Dr. Tempero, Mr. Rosen, Mr. Kliem and Mr. Rico for their
role in developing DOR and for assisting in the completion of
the Company's merger with Corporate Technology Development, and
overseeing the activities during this transition period."

                Newly Appointed Board Members

The Company has enhanced its Board of Directors with the
following newly appointed members: Arthur Asher Kornbluth, M.D.,
and Peter Salomon, M.D., FACG.

     --  Arthur Asher Kornbluth, M.D., is a Board Certified
Gastroenterologist and Associate Clinical Professor of Medicine
at Mount Sinai Medical Center and School of Medicine in New York
City, an internationally recognized leading center in the
clinical research and management of inflammatory bowel disease
(IBD). Dr. Kornbluth is an active clinical investigator and
practicing clinician with a large practice specializing in the
management of patients with complex IBD. He has published
extensively in peer-reviewed journals regarding the
pharmacologic and biologic treatments of IBD. He is the author
of several book chapters regarding the diagnosis and management
of IBD. He is the principal author of the American College of
Gastroenterology's "Ulcerative Colitis Practice Guidelines in
Adults." He has taught and lectured extensively throughout the
United States and has received numerous awards as a medical
educator.  Dr. Kornbluth received his undergraduate degree from
Brooklyn College and his Medical Degree from Downstate Medical
Center. He completed his postgraduate training in Internal
Medicine at the Albert Einstein College of Medicine where he was
chosen as Chief medical resident. He performed his
Gastroenterology fellowship at the Mount Sinai Medical Center in
New York City. He is a member of the American Gastroenterology
Association, the American College of Gastroenterology, the Alpha
Omega Alpha Honor Medical Society for which he was selected as
both an educator and clinician at the Mount Sinai School of
Medicine. He is a member of the Crohn's and Colitis Foundation
of America (CCFA) and is a member of the CCFA Clinical Research
Alliance, has served on the CCFA Clinical Trials Protocol Review
Committee and currently serves on the CCFA Clinical Research
Agenda Task Force.

     --  Peter Salomon, M.D, FACG, is a Board Certified
Gastroenterologist in private practice with Gastroenterology
Associates of South Florida. An active clinical researcher in
the treatment of Crohn's disease, Dr. Salomon has seen several
thousand patients suffering from inflammatory bowel disease.
Dr. Salomon has authored numerous peer-reviewed publications on
the subject of Crohn's disease and is co-author of the chapter
of the leading gastroenterology textbook, Sleisinger &
Fordtran's, Gastrointestinal & Liver Diseases. Dr. Salomon
received his undergraduate degree from New York University in
1981 and his Medical Degree from New York University in 1985.
Dr. Salomon received his training in Internal Medicine and
Gastroenterology at The Mount Sinai Hospital in New York where
he also held a grant from the Crohn's and Colitis Foundation to
perform research in inflammatory bowel disease.

The Board of Directors will now consist of Richard Dunning,
Arthur Asher Kornbluth, M.D., FACG, Steve H. Kanzer, Paul Rubin,
M.D., Peter Salomon, M.D., FACG and Steve Thornton.

The Board of Directors has also appointed Steve H. Kanzer, as
Interim President of the Company, without salary, while the
Board seeks to quickly identify a new full-time President and
CEO of the Company.

Given the changes adopted by the Company, Mr. Kanzer has
notified the Company that he has withdrawn his solicitation of
written consents of stockholders initially filed with the
Securities and Exchange Commission on May 24, 2002.

                    Cost Reduction Measures

The Company has initiated a significant cost reduction program
in order to reduce its fixed costs, preserve its existing
working capital and avoid the need for additional financing for
the near future. As an immediate measure, the Company has
reduced its headcount from 22 to 12 employees. The Company
intends to review additional cost cutting measures in an effort
to maximize the Company's value for its existing stockholders.

The Company also acknowledged that it had submitted a compliance
plan for continued listing of its common stock on the American
Stock Exchange after receiving communication from the AMEX
indicating that the Company is below one of the Exchange's
continued listing standards. Specifically, the delisting process
was commenced because the Company currently has stockholders'
equity of less than $2 million and losses from continuing
operations in two out of the three most recent fiscal years.
Approval of this plan by AMEX is pending; however, DOR
anticipates that it will be back in compliance soon and will be
able to maintain such compliance in the future.

DOR BioPharma, Inc. is a drug delivery company developing oral
formulations of drugs that currently are available in injectable
or non-oral formats. DOR BioPharma, Inc. anticipates its oral
products will enhance patient quality of life, patient
compliance to therapy and potentially reduce healthcare costs.
For further information regarding DOR BioPharma, please visit
the company's Web site located at http://www.dorbiopharma.com


DEL MONTE CORP: Fitch Affirms Low-B Ratings After Planned Merger
----------------------------------------------------------------
Fitch Ratings affirms its 'BB-' rating on Del Monte
Corporation's (the operating subsidiary of Del Monte Foods
Company) senior secured credit and its 'B' rating on its senior
subordinated notes. The affirmation follows the company's
announcement that it will be merging with certain non-core U.S.
assets of Heinz. Rated securities totaled $642.5 million at
March 31, 2002. The Rating Outlook is Stable.

On June 13, 2002 Del Monte announced that it will merge with
Heinz's U.S. Starkist, North American pet food and pet snacks,
United States private label soup, College Inn broth, and U.S.
baby food business. Fitch views the transaction as a positive,
as the product lines of these businesses are highly
complementary to DelMonte's. In addition, Del Monte's management
team has a strong record of integrating operations and achieving
synergies and cost savings. The new company is expected to
achieve operational efficiencies and cost savings of
approximately $60 million annually by 2006. The newly formed Del
Monte will assume about $1.1 billion of debt from the businesses
spun -off from Heinz and issue Heinz's shareholders 74.5% of its
equity. Pro forma credit statistics are debt-to-EBITDA of 3.6
times (x), and EBDITA-to-interest of 2.8x. The transaction is
expected to close by calendar year-end, and is subject to
certain regulatory approvals.

The ratings reflect heritage Del Monte's leading position in the
processed fruit, vegetable and solid tomato categories, stable
cash flows and the strength of the management team. Improved
financial and operating performance has stemmed from
rationalization of operating facilities, product innovation, and
a stronger relationship with large retailers. The ratings also
consider the company's relatively high leverage for a food
processor, and the short-term integration risk associated with
this transaction.


DESA HOLDINGS: Seeks Okay to Employ Pachulski Stang as Counsel
--------------------------------------------------------------
DESA Holdings Corporation and its affiliated debtors ask the
U.S. Bankruptcy Court for the District of Delaware to approve
the employment of Pachulski, Stang, Ziehl, Young & Jones PC as
their general bankruptcy co-counsel.  The Debtors have also
filed an application seeking to employ Kirkland and Ellis. The
Debtors assure the Court that the two firms will coordinate
their efforts to avoid duplication of their services.

The Debtors relate that in preparing for its representation of
the Debtors in this case, Pachulski Stang has become familiar
with the Debtors' business and affairs and many of the potential
legal issues that may arise in the context of the chapter 11
cases.

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

          a) Laura Davis Jones     $550 per hour
          b) Samuel R. Maizel      $370 per hour
          c) Hamid R. Rafatjoo     $330 per hour
          d) Jeffery W. Dulberg    $330 per hour
          e) Michael Seidl         $305 per hour
          f) Curtis Hehn           $208 per hour
          g) Christopher Lhulier   $260 per hour
          h) Paula Galbraith       $215 per hour
          i) Marlene Chappe        $115 per hour
          j) Melody Olson          $110 per hour

The professional service that Pachulski Stang will render to the
Debtors include:

     a) advise the Debtors with respect to their powers and
        duties as debtors in possession in the continued
        management and operation of their business properties;

     b) attend meetings and negotiate with representatives of
        creditors and other parties in interest;

     c) take all necessary actions to protect and preserve the
        Debtors' estates, including the prosecution of actions
        on the Debtors' behalf, the defense of any action
        commenced against the Debtors, and objections to claims
        filed against the estates;

     d) prepare o behalf of the Debtors all motions,
        applications, answers, orders, reports and papers
        necessary to the administration of the estates;

     e) negotiate and prepare on the Debtors' behalf a plan of
        reorganization, disclosure statement, and all related
        agreements/documents, and take any necessary action on
        behalf of the Debtors to obtain confirmation of such
        plan;

     f) represent the Debtors in connection with obtaining
        postpetition loans;

     g) advise the Debtors in connection with any potential sale
        of assets;

     h) appear before this Court and any appellate courts, and
        protect the interests of the Debtors estates before such
        Courts;

     i) advise the Debtors regarding the maximization of value
        of the estates for their creditors; and

     j) perform all other necessary legal services and provide
        all other necessary legal advise to the Debtors in
        connection with the chapter 11 cases.

As stated in the affidavit of Ms. Laura D. Jones, Pachulski
Stang does not hold or represent any interest adverse to the
Debtors' estates and is a "disinterested person" as defined in
the Bankruptcy Code.

DESA, a leading manufacturer, distributor and marketer of vent-
free heating appliances, outdoor heaters, motion sensor
lighting, wireless doorbells, lawn and garden electrical
products and consumer fastening systems in the United States,
filed for chapter 11 protection on June 8, 2002. Laura Davis
Jones, Esq. at Pachulski, Stang, Ziehl Young & Jones represents
the Debtors in their restructuring efforts.


ENRON CORP: Seeks Approval to Stay Arbitration of Estate Assets
---------------------------------------------------------------
Enron Corporation, and its debtor-affiliates, including EES
Service Holdings Inc., seek to enjoin two arbitration suits that
will threaten its estates and unduly interfere with their
efforts to reorganize.

Martin J. Bienenstock, Esq., at Weil, Gotshal & Manges LLP, in
New York, relates that the arbitrations have been filed against
ServiceCo Holdings Inc., a non-debtor majority-owned subsidiary
of EES Service Holdings.  But the Debtors are convinced that the
arbitration suits are just a trick to avoid the automatic stay
provision of the Bankruptcy Code because the true party-in-
interest is EES Service Holdings.

According to Mr. Bienenstock, the primary remedies sought by the
arbitration claimants include:

    (i) a declaration that an agreement to which EES Service
        Holdings was a principal party (and which provided EES
        Service Holdings with what continues to be its sole
        material asset) is void,

   (ii) an award of cash damages, and

  (iii) a restoration of "equity consideration" that will
        necessarily reduce EES Service Holdings' ownership
        interest in ServiceCo.

In addition, Mr. Bienenstock says, the Claimants identified
certain individuals that were employed by the Debtors at the
time their allegedly untrue statements were made to Claimants.
"Permitting the arbitration to proceed places the Debtors at
risk of being found responsible for the conduct of its
employees," Mr. Bienenstock says.  And if testimony and other
statements of these individuals are imputed to the Debtors, Mr.
Bienenstock adds, the Debtors may be collaterally estopped from
later attacking the arbitrator's rulings.

Mr. Bienenstock tells the Court that ServiceCo Holdings was
formed on September 28, 2001 for the purpose of:

    -- buying the capital stock of ServiceCo Operations Inc. and
       FieldCentrix Inc., a provider of enterprise software for
       field service operations, pursuant to the Transaction
       Agreement, and

    -- raising capital from the Ontario Teachers' Pension Plan
       Board.

The signatories to the Transaction Agreement were EES Service
Holdings, its parent -- Enron Energy Services Operations Inc.,
ServiceCo Holdings, EFS Holdings, FieldCentrix, and certain
accredited FieldCentrix shareholders.

Mr. Bienenstock relates that the FieldCentrix Accredited
Shareholders contributed all shares of their stock (comprising
approximately 98.7% of total outstanding FieldCentrix stock) to
ServiceCo Holdings in exchange for a total of $4,770,000 in cash
and 49,574,627 shares of common stock of ServiceCo Holdings
(approximately 8.9% of total outstanding ServiceCo Holdings
shares).

Simultaneously, in exchange for shares of ServiceCo Holdings
stock equaling approximately 85.8% of total ServiceCo Holdings
shares, EES Service Holdings contributed to ServiceCo Holdings
all of the shares of stock of ServiceCo Operations and
$15,000,000 in cash.

At the same time, the Ontario Teachers' Pension Plan Board
contributed $30,000,000 in cash to ServiceCo Holdings in
exchange for ServiceCo Holdings stock equal to 5.3% of total
outstanding ServiceCo Holdings shares -- pursuant to a written
Subscription Agreement between Ontario Teachers' Claimants and
ServiceCo Holdings.

Currently, EES Service Holdings owns approximately 85.8% of
ServiceCo Holdings stock, with the remaining 8.9% and 5.3% owned
by former FieldCentrix Accredited Shareholders and the Ontario
Teachers' Claimants, respectively.  ServiceCo Operations
continues to be the wholly owned subsidiary of ServiceCo
Holdings and continues to function as a holding company for
various facilities maintenance businesses.

Mr. Bienenstock recounts that the counsel for some of the
FieldCentrix Accredited Shareholders sent a letter to EES
Service Holdings claiming that "representatives of EES Service
Holdings" misrepresented facts related to EES Service Holdings.

A month later, on January 25, 2002, the counsel sent a second
letter to EES Service Holdings Chairman and CEO claiming that
representatives of the company "fraudulently induced the
FieldCentrix shareholders to enter into the Transaction
Agreement.

Representatives of the FieldCentrix Claimants later met with EES
Service Holdings representatives to discuss the issue.

According to Mr. Bienenstock, the Ontario Teachers' Claimants
sent a similar letter to ServiceCo Holdings on February 19,
2002.

ServiceCo Holdings also received a Demand for Arbitration on May
6, 2002 filed by FieldCentrix Claimants claiming that certain
individuals affiliated with ServiceCo Holdings made untrue
statements to the FieldCentrix Claimants regarding ServiceCo
Holdings' financial status and future business prospects as well
as the nature and value of the assets contributed to ServiceCo
Holdings by EES Service Holdings and its affiliates.  "The
FieldCentrix Claimants seek, among other items, avoidance of the
Transaction Agreement, restoration of all equity consideration
they contributed under the Transaction, and an award of all
damages they suffered," Mr. Bienenstock relates.  These are the
same allegations made by the FieldCentrix Claimants in their
demand letter to EES Service Holdings.

This was the first time that the FieldCentrix Claimants directed
their claims of misrepresentation toward an entity other than
EES Service Holdings, Mr. Bienenstock notes.

Ten days later, ServiceCo Holdings received a similar Demand for
Arbitration filed by the Ontario Teachers' Claimants.  They
claimed that ServiceCo Holdings "and its agents, through false
statements and omissions of material fact and through bad-faith,
unreasonable and knowingly false and misleading predictions,
induced them to purchase approximately 5% of ServiceCo's capital
stock at the vastly overstated price of $30,000,000."  The
Ontario Teachers' Claimants seek an award:

    -- "ordering rescission of the Subscription Agreement and
       restitution;

    -- imposing a constructive trust on the part of ServiceCo
       Holdings' assets as necessary; and

    -- awarding actual, incidental, consequential, and punitive
       damages."

Mr. Bienenstock argues that the arbitration demands are vague
and omit any mention of the impact the requested relief will
have on the property of the EES Service Holdings estate.
According to Mr. Bienenstock:

  (a) voiding or rescinding the Transaction Agreement and
      Subscription Agreement as requested by the Claimants would
      eliminate the property constituting debtor, EES Service
      Holdings' estate -- the 85.5% interest it holds in
      ServiceCo Holdings that was created by the very agreements
      the Claimants seek to void and rescind;

  (b) any "restoration of equity consideration" to Claimants by
      ServiceCo Holdings unavoidably and materially alters the
      equity structure of ServiceCo Holdings, also decreasing
      the EES Service Holdings estate's ownership of the equity;
      and

  (c) awarding "equity consideration" and monetary remedies as
      sought by the Claimants through "restitution" or simply
      "for all damages" would diminish the value of EES Service
      Holdings and Enron Corporation by removing both cash and a
      subsidiary (FieldCentrix) from the corporate structure.

Mr. Bienenstock relates that the Debtors already tried asking
the Ontario Teachers' and FieldCentrix Claimants to cease and
desist with the arbitrations in light of EES Service Holdings'
Chapter 11 proceeding, but the Claimants stubbornly refused to
withdraw their demands for arbitration. (Enron Bankruptcy News,
Issue No. 32; Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Enron Corp.'s 9.125% bonds due 2003
(ENRON2) are quoted at a price of 12.5. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRON2for
real-time bond pricing.


ENRON CORP: Fee Committee Taps Legal Cost Control as Analysts
-------------------------------------------------------------
The Enron Fee and Expense Review Committee asks the Court for
authority to employ Legal Cost Control as Automated Fee and
Expense Analyst.

Legal Cost Control provides legal and accounting cost and case
management services to local governments, bankruptcy courts, the
insurance industry, self-insured companies, corporations,
related industries and third party administrators, and
governmental agencies.  Services include: legal bill processing
and payment, web-based legal cost solutions, legal cost reviews,
law firm audits, legal services assessments, file development
analyses, systems and software, consultation and educational
services.

Joseph Patchan, Fee Committee Chairman, tells the Court that the
volume of fee and expense requests is too great to review
without computer analysis.  Mr. Patchan relates that of the four
firms interviewed, the Fee Committee finds Legal Cost Control to
be the best qualified and most cost-effective to provide the
computer analysis they need.

According to Mr. Patchan, the Fee Committee was also able to
convince Legal Cost Control to reduce its fee, which already
appeared to be the lowest of the firms interviewed.
Specifically, Mr. Patchan says, Legal Cost Control agreed to
provide computer analysis for 0.70% of the first $50,000,000 of
fees and expenses reviewed and 0.50% of all additional fees and
expenses analyzed with the fee to be based only on those fees
and expenses that the Fee Committee, through its Chairman,
requests that Legal Cost Control analyze.  "The agreed fee is
inclusive of all services and expenses," Mr. Patchan adds.

The Fee Committee and Legal Cost Control have entered into a
Statement of Engagement, which they ask the Court to approve.
It also provides for compensation on the agreed formula, a
schedule of reasonable progress billings and payment on terms
that are somewhat different from those in the Court's
Administrative Order, Mr. Patchan says.

Mr. Patchan contends that the difference in payment terms is
justified by the fact that the fee is all-inclusive so that
Legal Cost Control will not be submitting any time or expense
requests that would require review.  "The Statement of
Engagement provides that Legal Cost Control will file monthly
statements and fee applications in accordance with the Court's
January 17, 2002 Administrative Order," Mr. Patchan relates.
Any party that might believe that the fee formula has been
misapplied can be heard when Legal Cost Control files a fee
application and any excess compensation will be returned by
Legal Cost Control.

As part of the employment of Legal Cost Control, its president,
John J. Marquess, will serve on the Professional Staff of the
Committee at the discretion of the Committee Chairman.  Mr.
Patchan informs Judge Gonzalez that he intends to add Mr.
Marquess to the Professional Staff of the Committee.

From 1998 up to the present, Mr. Marquess has testified as an
Expert Witness in the country's largest Fee Dispute Cases, has
been designated as Expert Witness in cases in State and Federal
Courts in California, Illinois, Michigan, Texas, Pennsylvania,
New Jersey, Delaware, Massachusetts and Florida.  Before Legal
Cost Control, Mr. Marquess was the founder, CEO, chairman of the
board and general counsel of LegalGard Inc. from 1985 to 1996.

Mr. Marquess assures the Court that every shareholder, officer,
director, employee or contractor of Legal Cost Control:

    -- is a "disinterested person" within the definition in
       Section 101(14) of the Bankruptcy Code;

    -- do not have or represent any interest that is adverse to
       the Debtors, their estates or to any of their creditors;
       and

    -- do not have any connection with the Debtors, their
       creditors, any party in interest or any attorney
       representing any of these cases.

                             *   *   *

Without delay, the Court approved the Fee Committee's
application. (Enron Bankruptcy News, Issue No. 32; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


EXODUS COMMS: Court OKs Stipulation to Cure Sharp's Lease Claims
----------------------------------------------------------------
Exodus Communications, Inc., and its debtor-affiliates sought
and obtained Court approval of a stipulation, which would
resolve a conflict with Sharp Lafayette LLC with respect to a
lease for two Internet Data Centers (IDC) located at 2045 and
2055 Lafayette Street, Santa Clara, California.  Sharp is the
lessor for the two IDCs.

Pursuant to the Debtors' Sale of substantially all of their
assets to Cable and Wireless, Sharp had filed an objection to
the Debtors' Notice of Assumption and Assignment for the Lease
and filed a supplemental brief on the same matter.  In
resolution of Sharp's objection, the Debtors agreed:

A. To deposit 150% of all pre- and postpetition mechanic's lien
   amounts in escrow with a title company and to use their best
   efforts to obtain a bond to remove the liens on the Property;
   and

B. To escrow attorneys' fees incurred by Sharp in connection
   with mechanic's liens placed on the Property pending
   resolution of the amount of the attorney's fees owed to Sharp
   by the Debtors.

With the entry if an Order approving the Sale, the Lease was
assumed and assigned to Cable and Wireless Internet Services,
Inc. in connection with the Debtors' sale of assets to CWIS.
Sharp subsequently filed a motion asking the Court to compel the
Debtors to comply with the Court's Sale Order, to which the
Debtors filed an objection to.

The stipulation provides in pertinent part that:

A. By June 5, 2002, the Debtors will pay Sharp $90,000 via
   wire transfer, in accordance with instructions to be provided
   to the Debtors by Sharp, on account of Sharp's attorneys'
   fees incurred in connection with mechanic's liens placed on
   the Property.

B. After the deposit by Devcon Construction into the mechanic's
   lien escrow account with First American Title Co. of (i) lien
   releases with respect to the Property, in recordable form,
   and (ii) an unconditional waiver and release upon final
   payment in California statutory form with respect to the
   Property, the Debtors will pay Devcon Construction
   $3,415,019.

C. Sharp acknowledges that payment of the sum set forth in
   Paragraph A above and fulfillment of the conditions set forth
   in Paragraph B above will be in full and final satisfaction
   of the claims Sharp has asserted with respect to the
   assumption and assignment of the Lease to CWIS which the
   parties resolved by the Agreement.

D. The Court will retain jurisdiction with respect to all
   matters arising from or related to the interpretation of this
   Stipulation and Agreed Order. (Exodus Bankruptcy News, Issue
   No. 19; Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Exodus Communications Inc.'s 11.625%
bonds due 2010 (EXDS3) are quoted at 17.75. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=EXDS3for
real-time bond pricing.


FEDERAL-MOGUL: Court Determines Adequate Assurance for Utilities
----------------------------------------------------------------
Judge Newsome determines that adequate assurance exists and sets
out these procedures to provide the Objecting Utilities --
Dominion Virginia Power, Dominion East Ohio Gas, Consumers
Energy Company, SCANA Corporation, American Electric Power,
Allegheny Power and Duke Power Company -- adequate assurance of
payment of future services:

A. On the first occasion that Federal-Mogul Corporation and its
   debtor-affiliates fail to pay any individual account's
   utility bill within 10 days of the due date marked on the
   bill, the Debtors are required to pay the full amount of that
   bill plus one-half of the amount of that bill as a security
   deposit for that individual amount.  If the Debtors fail to
   make this payment and deposit within the 10-day period, the
   utility may proceed to terminate service without further
   order of this Court for that individual account with three
   days' notice by facsimile or overnight delivery to the
   Debtors' counsel;

B. On the second occasion that a bill for an account where a
   deposit has been made is not paid by the within 10 days of
   the due date, the Debtors are required to pay the full
   amount of that bill plus one-half of the amount of that bill
   as a security deposit for that individual account.  If the
   Debtors again fail to make this payment and deposit within
   that 10-day period, the utility may proceed to terminate
   service in the same manner provided in Paragraph A;

C. On the third occasion that a bill for an account having
   a deposit is not paid by the due date, the utility may with
   10 days notice to counsel for the Debtors, and without
   further order of the Court, apply to the amount outstanding
   from the security deposit maintained for that individual
   account.  The 10-day notice must also state that if any
   future bill is not paid on the due date, the utility may
   immediately proceed to terminate service for that individual
   account;

D. On the fourth occasion that the bill having a deposit is not
   paid by the due date, the utility may proceed to terminate
   service for that individual account without further notice or
   order of the Court;

E. This Order is effective for any bill sent out on or after
   April 2, 2002.  Any of those bills marked with a due date
   earlier than April 12, 2002 will be considered, for purposes
   of this Order to have a due date of April 12, 2002; and,

F. This Order is not applicable to any prepetition utility bills
   or to any bills sent out before April 2, 2002. (Federal-Mogul
   Bankruptcy News, Issue No. 18; Bankruptcy Creditors' Service,
   Inc., 609/392-0900)

Federal-Mogul Corporation's 8.8% bonds due 2007 (FEDMOG6) are
quoted at a price of 21, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FEDMOG6for
real-time bond pricing.


GLOBAL CROSSING: Court Approves Key Employee Retention Program
--------------------------------------------------------------
Harvey R. Miller, Esq., at Weil Gotshal & Manges LLP in New
York, New York, tells the Court that Global Crossing Ltd.'s
Motion for the establishment of its Key Employee Retention
Program does not identify the names of the individuals covered
by the Retention Program for a very good reason. The Debtors do
not want to advertise the names of their key employees to the
public and risk losing those managers to competitors. That
information, however, has been shared with the Creditors
Committee and the Debtors are willing to provide that
information to the Ohio Retirement Systems on a confidential
basis. Of the 417 individuals in the Retention Program, only
three - Dan Cohrs, Joseph Perrone, and Joseph Tesoriero - were
identified in the Objection or in the accompanying Declaration
of Geoffrey Jarvis as being defendants in securities suits or as
having sold Global Crossing stock. Those three individuals would
receive approximately $546,000 (6.5%) of the payments under the
Retention Program.

If the Ohio Retirement Systems have actual facts concerning
wrongdoing by any individual covered by the Retention Program,
Mr. Miller assures the Court that the Debtors will certainly
take those into consideration. However, the repetition of
unproven allegations from other complaints does not in any way
prove here that any employees engaged in wrongful or
inappropriate conduct. In fact, no director or officer of Global
Crossing has been found liable for or guilty of insider trading
or any other dishonest or criminal action in connection with
Global Crossing.

According to Mr. Miller, the Debtors' key employees are working
extremely hard under very difficult conditions to preserve the
Debtors' businesses, while at the same time dealing with the
additional burdens imposed by the commencement of these chapter
11 cases. In the business judgment of the Debtors, each of the
individuals covered by the Retention Program, including Messrs.
Cohrs, Perrone, and Tesoriero, are important to their
restructuring efforts. The Debtors suggest that it is not
appropriate to exclude any key employee from the Retention
Program simply because they sold stock of Global Crossing or
were named in a lawsuit.

The Ohio Retirement Systems notes that 75% of the benefits under
the Retention Program would be paid by October 1, 2002 and argue
that these payments will not be an effective incentive to retain
key management. The Debtors disagree. Mr. Miller points out that
these chapter 11 cases have created significant uncertainties
for employees. Newspaper articles continue to portray an
unflattering picture of the business and the Debtors' prospects.
Since the petition date, the Debtors have terminated the
employment of over 2,000 individuals and the Debtors are also in
the process of restructuring their operations and the
responsibilities of remaining employees. The effect of the
restructuring and downsizing is to increase the workload of key
employees. On top of all this, the Debtors are conducting a
comprehensive auction of their businesses.

In the business judgment of the Debtors, Mr. Miller argues that
the major portion of the economic incentives under the Retention
Program should be available in the early portion of the case.
Accordingly, the program provides for three of the four equal
payments to be made within the first eight months of the case.
The final payment will be made at the time of a restructuring
plan.

                          *   *   *

Finding that the relief requested is in the best interest of the
Debtors and their estates, Judge Gerber overrules all objections
to the motion and authorizes the establishment of the key
employee retention program.

                          *   *   *

As previously reported, Michael F. Walsh, Esq., at Weil
Gotshal & Manges LLP in New York, New York, said that in
response to economic issues surrounding the telecommunications
industry and the concerns of creditors and other parties in
interest, the Debtors have revised their business strategy to
focus on serving existing customers rather than growth. The
revised business plan will have the effect of significantly
reducing the amount of cash expenditures by the Debtors over the
next several months. A
large portion of these savings will result from a reduction in
the Global Crossing work force. Since the Commencement Date,
Global Crossing has terminated approximately 971 employees and
plans to terminate 813 more. An additional 757 employees have
taken advantage of Global Crossing's voluntary retirement plan.

According to Mr. Walsh, these terminations, as well as the
uncertainty that normally exists for a Chapter 11 company, are
adversely affecting the ability of the Debtors to retain key
employees, particularly those in management positions and those
at the corporate level. In many cases, the Debtors are asking
key employees to shoulder greater responsibilities and devote
portions of their time to the restructuring process as well as
running the business. The Debtors cannot afford to lose the
special knowledge, experience, and skills of these individuals
while they restructure their operations and balance sheet.

Accordingly, the Debtors proposed to establish a program that
provides financial incentives above and beyond the Debtors'
existing performance based bonus programs to employees who
remain actively employed by the Debtors. The Debtors believe
that the Retention Program described below will enable them to
keep a large portion of those key employees.

Mr. Walsh informed the Court that the proposed Retention Plan
would provide approximately $10,000,000 of payments over time to
approximately 300 employees who have been identified as key to
the Debtors' business or restructuring efforts. The Retention
Plan also would provide a discretionary pool of $5,000,000 to be
used, on an exceptional basis, to retain employees who have not
been previously identified as key employees, but who, in the
discretion of the Debtors' chief executive officer, are or
become essential to the Debtors' reorganization efforts. Half of
the discretionary pool ($2,500,000) would be available
immediately; the other half would be available with the consent
of the statutory committee of unsecured creditors appointed in
the Debtors' chapter 11 cases.

The identified key employees consist of 9 executive vice
presidents (Tier I Employees), 15 senior vice presidents or high
level vice presidents (Tier II Employees), 27 vice presidents
(Tier III Employees), and 253 other critical employees (Tier IV
Employees).

Under the Retention Plan, Mr. Walsh explained that each Tier I
Employee would be entitled to an aggregate retention bonus of
37.5% to 50% of his or her salary. Each Tier II Employee or Tier
III Employee would receive 27.5% or 22.5% of their respective
salaries. Finally, each Tier IV Employee would receive between
5.0% and 20.0% of his or her salary as a retention bonus. In
general, employees added to the program under the discretionary
pool would be subject to the same individual payment limits,
depending on which tier they belong in. However, the Debtors'
chief executive officer may award up to twice the amounts
specified above in exceptional circumstances.

The retention amounts would be paid in four equal portions on
the following dates:

    A. the date the Court approves the Motion;

    B. July 1, 2002;

    C. October 1, 2002; and

    D. the earlier to occur of the filing of a Chapter 11 plan
       of reorganization or the sale of all or substantially all
       of the assets of the Debtors.

Mr. Walsh submits that an individual will be entitled to receive
a payment if he or she is employed on a scheduled retention
payment date. In addition, an individual whose employment has
been terminated for reasons other than cause will be entitled to
receive the next scheduled retention payment.

Mr. Walsh admits that a company that is financially distressed
or undergoing a significant restructuring has few means to
positively affect an employee's "employment proposition," that
mix of tangibles (compensation and benefits) and intangibles
(employer's prospects, career path, work content, work
relationships, work/life balance) that constitute a particular
employee's assessment of whether he or she wishes to remain
employed at a particular company. Many times a company that is
financially distressed cannot effectively deal with many of the
intangible elements of the employment proposition. Its most
effective (and in some cases only) method to positively
influence the employment proposition is through compensation
guarantees. (Global Crossing Bankruptcy News, Issue No. 11;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


HECLA MINING: Commences Tender Offer for Preferred B Shares
-----------------------------------------------------------
Hecla Mining Company (NYSE:HL) (NYSE:HL-PrB) announced its
intent to offer to holders of its Series B Cumulative
Convertible Preferred stock to exchange each of their Preferred
shares for 7 shares of Hecla Common stock.

The offer will be open for 20 business days from the time the
final offer document has been mailed to preferred shareholders,
which is expected to occur within the next few days.

At Thursday's closing stock price (June 12, 2002), the offer
would compute to $29.54 in common stock value for each share of
Preferred stock, which closed at $21.95 yesterday, a 35% premium
over market value. Hecla Chairman and Chief Executive Officer
Arthur Brown said, "Our board of directors and management
thought long and hard about an offer that would benefit both our
common and preferred shareholders. We believe acceptance of this
offer will bring value to common shareholders by removing the
dividend associated with the preferred stock, which is currently
a total of $8 million annually. It will benefit preferred
shareholders by offering them a premium to the market value of
their preferred stock and give them the opportunity to
participate in further upside value through the common stock."

Brown continued, "The board of directors makes the decision each
quarter on whether to declare a dividend for the preferred
stock. However, we have many priorities for our cash and do not
intend to resume payment of preferred dividends at this time. We
realize the prospect of no dividends may be untenable for some
Preferred B holders, so we feel this offer is a good opportunity
for preferred shareholders to trade out of the Preferred B stock
at a premium." The offer is more than twice the value the
Preferred B shareholders would get if they exercised their right
of conversion at the ratio of 3.2154 common shares (specified in
the preferred stock terms) for each preferred share.

If every preferred shareholder accepts the tender offer,
preferred shareholders would hold about 17.5% of the total
percentage of Hecla stock ownership. This is approximately the
same percentage of common stock ownership rights they received
when the preferred shares were originally issued in 1993. Brown
said, "Although this offer is at a discount to the face value of
$50 for the preferred shares when they were originally issued,
it is certainly a premium to the low price they have traded at
in the past year. And on a percentage basis, preferred
shareholders will maintain close to the same total ownership of
Hecla that they had when the shares were issued. In the
meantime, they were able to collect about $58 million in
dividends since 1993."

Preferred B shareholders will be notified as to the logistics of
accepting and implementing the tender offer with the mailing of
the offer document within the next two weeks.

Hecla Mining Company, headquartered in Coeur d'Alene, Idaho,
mines and processes silver and gold in the United States,
Venezuela and Mexico. A 111-year-old company, Hecla has long
been well known in the mining world and financial markets as a
primary silver producer. Hecla's common and preferred shares are
traded on the New York Stock Exchange under the symbols HL and
HL-PrB.

                         *   *   *

As reported in the June 13, 2002 edition of Troubled Company
Reporter, Standard & Poor's has revised its outlook on Hecla
Mining Co. to positive from negative based on the company's
improved cost position.

Standard & Poor's said that its ratings on the company,
including its triple-'C'-plus corporate credit rating, are
affirmed. Standard & Poor's preferred stock rating on Hecla
remains at 'D', as the company is not current on its dividends.
Hecla, headquartered in Coeur d'Alene, Idaho, has about $19
million in total debt.

"The company's profitability has improved due to its recent
investments in lower cost mines, improved gold and silver
prices, and favorable exploration results", said Standard &
Poor's credit analyst Paul Vastola. "If sustained, these
improvements should strengthen Hecla's weak financial profile".


HORIZON PCS: Loan Covenant Violation Waiver Extended to June 28
---------------------------------------------------------------
Horizon PCS' secured credit facility includes financial
covenants that must be met each quarter.  The Company did not
meet the covenant for EBITDA for the first quarter of 2002. As a
result of higher than expected gross and net additions to
Horizon PCS subscribers for the quarter,  it incurred additional
expenses to add those customers.  Although the Company
ultimately benefits from the revenues generated by new
subscribers, it incurs one-time expenses associated with new
subscribers, including commissions, handset subsidies, set up
costs for the network and marketing  expenses.  As a result,
these new subscriber costs negatively affect EBITDA in the
short-term  during the period of the addition of new subscribers
which led to non-compliance with the EBITDA  covenant for the
first quarter of 2002.

Horizon PCS entered into a waiver agreement with its lending
group waiving this non-compliance  with the covenant through
June 28, 2002.  Through that date the Company agreed to interim
restrictions on borrowing against the $95.0 million revolving
credit facility and not to use the proceeds of the $105.0
million borrowed in March 2002.  The Company is currently
negotiating an amendment to its secured credit facility which
would modify several of its financial covenants. At this stage
in the negotiations, the lending group is seeking, among other
things, an increase in the margin on the base interest of 25
basis points, the payment of fees to the banking group, an
increase in post-default interest rates, a new financial
covenant regarding minimum available cash, additional prepayment
requirements, restrictions on Company borrowings under the $95.0
million  revolving credit facility, and restrictions on Company
use of the $105.0 million it borrowed under the secured credit
facility in March 2002. Any amendment must be approved by a
majority in interest of the lending group.  Until an amendment
is finalized, it is subject to further changes, which might be
adverse to Horizon PCS.

The company provides Sprint PCS digital wireless phone service
to more than 146,000 customers in 12 states. One of the largest
Sprint PCS affiliates, Horizon is building out its networks,
which use code division multiple access technology. The company
was formed in 2000, but it's been operating since 1996 as part
of Horizon Telecom (a phone company with a history dating back
to 1895). Horizon PCS serves customers in Indiana, Kentucky,
Maryland, Michigan, New Jersey, New York, North Carolina, Ohio,
Pennsylvania, Tennessee, Virginia, and West Virginia. The
company uses Sprint's pricing plans and national distribution
channels.


IGI: AMEX Grants More Time to Meet Continued Listing Standards
--------------------------------------------------------------
On March 28, 2002 IGI (Amex: IG) received notice from the Amex
Staff indicating that the Company is below certain of the
Exchange's continued listing standards of the Amex Company guide
as stated in Section 1003 (a)(i) with shareholders' equity of
less than $2,000,000 and losses from continuing operations in
two out of its three most recent fiscal years; Section 1003 (a)
(ii) with shareholders' equity of less than $4,000,000 and
losses from continuing operations in three out of its four most
recent fiscal years; Section 1003 (a) (iii) with shareholders'
equity of less than $6,000,000 and losses from continuing
operations in its five most recent fiscal years; Section 1003
(a) (iv) in that it had sustained losses which are so
substantial in relation to its overall operations or its
existing financial resources, or its financial condition has
become so impaired that it appears questionable, in the opinion
of the Exchange, as to whether such company will be able to
continue operations and/or meet its obligations as they mature.

The Company was afforded the opportunity to submit a plan of
compliance to the Exchange and on April 25, 2002 presented its
plan to the Exchange. On June 12, 2002 the Exchange notified the
Company that it accepted the Company's plan of compliance and
granted the Company an extension of time to regain compliance
with the continued listing standards. The Company will be
subjected to periodic review by the Exchange Staff during the
extension period. Failure to make progress consistent with the
plan or to regain compliance with the continued listing
standards by the end of the extension period could result in the
Company being delisted from the American Stock Exchange.

IGI is a company committed to grow by applying its technologies
to deliver cost-effective solutions to customers' problems.  IGI
solves problems in consumer and skin care markets and pet care
markets.  An increasing number of IGI's solutions are based on
the patented Novasome(R) microencapsulation technology which
offers value-added qualities to cosmetics, skin care products,
chemicals, biocides, pesticides, fuels, medicines, foods,
beverages, pet care products and other products.


IT GROUP: Committee Signs-Up Friedman Kaplan as Special Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors, in The IT Group,
Inc.'s chapter 11 cases, wishes to hire Friedman Kaplan Seiler &
Adelman LLP as Special Counsel for the Committee nunc pro tunc
to April 18, 2002.

The Committee will rely on Friedman Kaplan to serve as special
counsel in connection with the preparation, assertion and
prosecution of potential claims against the Prepetition Lenders
on behalf of the Committee in accordance with the Court's Cash
Collateral Order.  The Committee has until June 24, 2002 to
commence actions against the Prepetition Lenders.

Jeffrey M. Schlerf, Esq., at The Bayard Firm in Wilmington,
Delaware, believes that Friedman Kaplan is well-qualified in
complex litigation matters.  The professionals who will be
primarily responsible for the services performed under this
engagement are partners.  They are Edward A. Fiedman, who has 27
years experience in complex commercial litigation and Andrew W.
Goldwater, who has 20 years experience, and associate Emily A.
Stubbs with two years experience.

Mr. Schlerf reports that, subject to Court approval, the firm
will be compensated on an hourly basis with reimbursement of
actual necessary expenses the firm may incur.  The rates of the
professionals who are to work in these cases are:

                 Professional            Hourly rates
            ---------------------       --------------
             Edward A. Friedman             $575
             Andrew W. Goldwater             475
             Emily A. Stubbs                 315

From time to time Friedman Kaplan may utilize other attorneys
and legal assistants to aid in the representation.  The hourly
rates for these attorneys are:

                 Professional            Hourly rates
              ------------------        --------------
                   Partners               $390 - 575
                  Associates               225 - 385
               Legal assistants            110 - 175

Mr. Friedman assures the Court that the firm or its
professionals do not hold adverse interests in relation to the
Debtors and their estates.  He, however, discloses that Friedman
Kaplan have been parties with these entities in matters
unrelated to these Chapter 11 cases:

A. Prepetition Secured Lenders:  Alliance Capital Management LP
   and Alliance Capital Finding LLC, Allstate Insurance Company,
   Angelo Gordon & Company LP, Archimedes Funding LLC, Bank
   Polska Kasa OPieki, S.A., Citibank, N.A., Comerica Bank,
   Credit Lyonnais, Eaton Vance, Fleet Business Credit
   Corporation, Fleet National Bank, First Union National Bank,
   Goldman Sachs Credit Partners, Key Bank National Association,
   Merrill Lynch Asset Management LP, Merrill Lynch Senior
   Floating Fund, Mitsubishi Trust and Banking Corp., ML CLO XX
   Pilgrim America, Ltd., PNC Bank, N.A., Royal Bank of Canada,
   Senior Debt Portfolio, Societe Generale, The Bank of Nova
   Scotia, The Industrial Bank of Japan Ltd., Van Kempen Funds;

B. Major Bondholders: ABN AMRO Inc., Bankers Trust Company, Bear
   Stearns Corp., Charles Schwab & Company, CIBC World Markets
   Corp., CS First Boston, Deutsche Bank Alex Brown, Fifth Third
   Bank, First Union Bank, First Union National Bank, JP Morgan
   Chase & Company, Merrill Lynch Safekeeping, Northern Trust
   Company, Salomon Smith Barney, State Street Bank & Trust
   Company, Wells Fargo Bank;

C. Significant Shareholders: T. Rowe Price, Carlyle Group;

D. Unsecured Creditors: Banc of America Business, SAIC, waste
   Management, Xerox Corp.;

E. Indenture Trustees: Bank of New York, United States Trust
   Company of New York;

F. Sureties: American International Group, CNA, Crum & Forster,
   National Union Fire Insurance Company of Pittsburgh, Reliance
   Insurance Company, Travelers Property & Casualty;

G. Underwriters: Donaldson Lufkin & Jenrette, Salomon Smith
   Barney; and,

H. Subsidiaries and Joint Ventures: Houlihan Lokey Newhall, LLC;
   (IT Group Bankruptcy News, Issue No. 12; Bankruptcy
   Creditors' Service, Inc., 609/392-0900)


INTEGRATED HEALTH: Taps Integra Realty to Appraise Properties
-------------------------------------------------------------
Integrated Health Services, Inc., and its debtor-affiliates ask
the Court to approve their employment and retention of Integra
Realty Resources -- Washington D.C., nunc pro tunc to May 29,
2002, for the purpose of appraising and estimating the market
value of the Debtors' fee-simple interests in certain
nonresidential real property and improvements:

(a) three nursing homes located in the State of New Mexico;

(b) one nursing home located in the State of Ohio;

(c) one nursing home located in the State of North Carolina, and

(d) one administrative facility located in the state of South
    Carolina, which incorporates a laundry facility.

The Debtors seek to employ and retain Integra to appraise and
estimate the market value of the Debtors' fee-simple interests
in the Properties. The Debtors selected Integra due to its
expertise appraising commercial real estate, and its specific
expertise in appraising nursing facilities. Moreover, Integra is
a sophisticated full-service company offering its clients
extensive expert appraisal services, fully supported by current
technology.

To the best of the Debtors' knowledge, information and belief
and based upon the Affidavit of Christopher J. Rosata, MAI, a
director of Integra and a member of the Appraisal Institute,
Integra has not represented the Debtors, their creditors, equity
security holders, or any other parties in interest, or their
respective attorneys and accountants, in any matter relating to
the Debtors or their estates. Furthermore, the Debtors believe
Integra neither holds nor represents interests adverse to the
Debtors, their creditors or these chapter 11 estates. The
Debtors submit that Integra is a "disinterested person," as that
term is defined in section 101(14) of the Bankruptcy Code.

Integra began the Appraisal on the May 29, 2002, and expects to
complete the Appraisal by mid-July.  Upon completing the
Appraisal, Integra will be entitled to a fee of $38,500.00 (the
Appraisal Fee), one-half of which will be paid to Integra on or
about the Engagement Date, as a retainer. The Debtors submit
that the payment of such a retainer is customary in the
commercial real estate appraisal industry.

The Debtors submit that retaining Integra to appraise the market
value of the Debtors' fee interests in the Properties is in the
best interests of their estates and creditors because the
proceeds of the prospective sales of the Properties far exceeds
the Appraisal Fee. Moreover, the Appraisal will substantially
aid the Debtors in negotiating and obtaining the highest
possible price for the Properties, for the benefit of the
Debtors' creditors and estates. (Integrated Health Bankruptcy
News, Issue No. 38; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


KAISER ALUMINUM: Coral Energy Wants Prompt Decision on Contract
---------------------------------------------------------------
Coral Energy Resources, L.P. asks the Court to reconsider its
Utilities Order which prohibited certain utility companies,
including Coral Energy, from demanding further adequate
assurance from Kaiser Aluminum Corporation and its debtor-
affiliates.  The Utilities Order was entered before Coral Energy
was aware that the Motion had been filed.

Coral Energy also insists that the Debtors provide it adequate
assurance of payment and require them to assume or reject their
Gas Sale and Purchase Contract. The Contract requires Coral
Energy to deliver approximately 38,000 MMBtu of natural gas to
Kaiser's Gramercy, Louisiana Plant daily at a price based on an
index. As of the Petition Date, the Debtors defaulted
approximately $4,202,915 to Coral Energy for pre-petition
purchases of natural gas, and $32,826 for prior period
adjustments. Coral Energy wants the Debtors to decide, by not
later than June 25, 2002, whether to assume or reject the
Contract.

Joseph H. Huston, Jr., at Stevens & Lee, P.C. in Wilmington,
Delaware, submits that Coral Energy objects to and seeks relief
from the Utilities Order because Coral Energy is not a utility
within the meaning of Section 366 of the Bankruptcy Code and,
therefore, should not be bound by the terms of the Utilities
Order. Coral Energy neither controls the price for natural gas
in any market in which it participates, nor excludes competition
from those markets. It is not a public utility, a monopoly
created by a state legislature, or any other kind of monopoly.
It is a private company that markets and sells natural gas on
the open market to customers like as Kaiser.

Mr. Huston claims that the Contract and the transactions
consummated by the parties are normal for the natural gas
marketing industry. Prices charged by Coral Energy comport with
the industry norm and are competitive with those prices offered
by the other natural gas marketers operating in Kaiser's market.
Kaiser was also free to choose among several natural gas
suppliers, and was not compelled -- by economic forces or
otherwise -- to choose Coral Energy over its competitors. In
fact, Kaiser's Gramercy Plant is connected to pipelines owned by
Enterprise Products Partners L.P., Gulf South Pipeline Company,
L.P., and Bridgeline Holdings, L.P. -- shippers that apparently
are capable of supplying natural gas to Kaiser and have, at
various times, been marketing to Kaiser in the past. Without the
requisite monopoly intrinsic to Congress' definition of a
Section 366 "utility," Coral Energy should not be bound by the
terms of the Utilities Order.

Furthermore, Mr. Huston tells the Court that Coral Energy
intends to require the Debtors to prepay, by not later than the
third business day prior to the month of delivery, the full
purchase price for all natural gas nominations for the next
succeeding month as a form of adequate assurance of future
payment for its natural gas. In the alternative, Coral Energy
demands the Debtors deposit an amount of not less than
$4,000,000 million as security for future payments that may
become due for gas purchases.

Mr. Huston informs the Court that, on March 14, 2002, Coral
Energy requested additional assurance of future payments from
the Debtors in accordance with the requirements of the Utilities
Order. Coral Energy requested that the Debtors respond to the
request by March 20, 2002. Notwithstanding numerous requests, to
date, the Debtors have not responded.

Mr. Huston assures the Court that the adequate assurance of
payment sought by Coral Energy does not harm the Debtors or the
other creditors in this case. The economic value of the natural
gas being delivered by Coral Energy is substantial, and Coral
Energy has no genuine ongoing assurance that the Debtors will
pay for the natural gas following its delivery. It should not be
required to extend unsecured credit to the Debtors post-petition
in these circumstances. Coral Energy should not be forced to
deliver any additional natural gas to the Debtors absent
adequate assurance of future payments.

In any event, Mr. Huston proposes that the Debtors be ordered to
decide whether it wishes to assume or reject the Contract. Coral
Energy has already suffered a $4,000,000 harm under the
Contract, and has no genuine safeguard that the Debtors will pay
for its natural gas purchases in the future. Coral Energy has an
opportunity, while market forces favor suppliers, to negotiate
with alternative purchasers, but it cannot do so as long as the
Debtors keep Coral Energy in a state of uncertainty concerning
whether or not the Debtors will purchase natural gas each month,
and whether or not it will pay for what it receives from Coral
Energy. Furthermore, the Debtors have had sufficient time to
evaluate whether the Contract is beneficial or burdensome, and
to determine whether it wishes to assume or reject the Contract.
(Kaiser Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

DebtTraders says that Kaiser Aluminum & Chemicals' 12.75% bonds
due 2003 (KAISER2) are quoted at 21. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KAISER2for
real-time bond pricing.


KENNAMETAL INC: Prices Equity Offering at $36 Per Share
-------------------------------------------------------
Kennametal Inc. (NYSE: KMT) said that it priced 3,200,000 shares
of Common Stock at a public offering price of $36.00. Kennametal
also granted the underwriters an option to purchase an
additional 480,000 shares to cover over-allotments.

The offerings are consistent with the company's previously
announced plans to fund the acquisition of the Widia Group as
part of a comprehensive refinancing of its capital structure.

Kennametal is offering all of the securities.  Goldman, Sachs &
Co. and Lehman Brothers are lead managing the Common Stock
offering.

Kennametal Inc. aspires to be the premier tooling solutions
supplier in the world with operational excellence throughout the
value chain and best-in- class manufacturing and technology.
The company provides customers a broad range of technologically
advanced tools, tooling systems and engineering services aimed
at improving customers' manufacturing competitiveness.  With
approximately 12,000 employees worldwide, Kennametal is
represented in more than 60 countries.  Kennametal operations in
Europe are headquartered in Furth, Germany.  Kennametal Asia
Pacific operations are headquartered in Singapore.

                         *    *    *

As reported in the May 28, 2002 edition of Troubled Company
Reporter, Kennametal Inc. (NYSE: KMT) announced its intention to
launch an underwritten public offering of 3,000,000 shares of
Common Stock and an underwritten public offering of $300 million
of Senior Unsecured Notes due in 2012.

The offerings are consistent with the company's previously
announced plans to fund the acquisition of the Widia Group as
part of a comprehensive refinancing of its capital structure,
which is also expected to include a new, three-year revolving
credit facility.  The company believes these financing
arrangements are consistent with its commitment to investment
grade ratings.

Standard & Poor's rates the company's Corporate Credit Rating
at BBB.  Its senior unsecured debt is rated Ba1 by Moody's, and
BBB- by Fitch.


KMART CORP: Proposes Uniform Mechanics' Lien Settlement Protocol
----------------------------------------------------------------
Kmart Corporation and its 37 debtor-affiliates ask the Court to
establish procedures for:

    (a) liquidating and settling Mechanics' Lien Claims, and

    (b) staying the enforcement of Mechanics' Lien Claims
        pending resolution of disputed claims pursuant to
        Section 105 and 362 of the Bankruptcy Code to allow
        orderly liquidation of Mechanics' Lien Claims.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom, in Chicago, Illinois, explains that the Claims Resolutions
Procedure is intended to promote orderly and efficient
liquidation and settlement of the Mechanics' Lien Claims.
According to Mr. Butler, an integral component of the Claims
Resolution Procedure is the application of the automatic stay to
the enforcement of Mechanics' Lien Claims and defaults arising
from alleged Mechanics' Lien Claims against the Debtors,
property of the estate as well as against the Debtors' landlords
and similarly situated parties who have an identity of interest
with the Debtors relating to the Mechanics' Lien Claims.

A. Mechanics' Lien Claims

Over 2,000 Mechanics' Lien Claims have been asserted against the
Debtors' leaseholds and other property.  Mr. Butler tells the
Court that 950 of the Debtors' operating stores are affected by
Mechanics' Lien Claims, which could arguably trigger defaults
under the Debtors' leases.  "Even with protection of the
automatic stay, enforcement of Mechanics' Lien claims against
the Debtors' leases threatens valuable property of the estate,"
Mr. Butler says.  Under applicable non-bankruptcy law, Mr.
Butler relates, Mechanics' Lien Claimants are generally entitled
to seek foreclosure of their lien against the Debtors'
Landlords. Enforcement of these actions could have the effect of
terminating the Debtors' interest in the properties, Mr. Butler
anticipates.

As a result, Mr. Butler notes, many Landlords have purported to
exercise their default rights against the Debtors arguably
threatening hundreds of valuable leaseholds and other real
estate interests.  Under the leases, Mr. Butler says, the
Debtors may be contractually obligated to defend and remove the
Mechanics' Lien Claims from properties, even though the
underlying Mechanics' Lien Claim may be based on work performed
for the Debtors pre-petition.  Mr. Butler recalls that the Court
previously authorized the Debtors to pay contractor and service
provider claims in the ordinary course of their business.  "Most
of the claims are Mechanics' Lien Claims, but in many cases,
additional time would be required to verify and reconcile the
amount of the claim," Mr. Butler informs Judge Sonderby.

Mr. Butler reports that the Debtors have already resolved in
excess of 500 of Mechanics' Lien Claims to date.  However, Mr.
Butler continues, hundreds of asserted Mechanics' Lien Claims
remain contingent, disputed, and unliquidated.  In many cases,
Mr. Butler says, the Debtors dispute the asserted amounts of
claims or the validity of the alleged lien.  "Although the
Debtors believe that many of these Mechanics' Lien Claims can be
resolved through negotiations, the cure periods provided in the
Debtors' leases and response times in local jurisdictions where
Mechanics' Lien Claims are filed are too short to permit an
orderly and efficient resolution of these claims without
needless risk to valuable property of the estate," Mr. Butler
explains.

The deadline for filing proofs of claim against the Debtors is
fast approaching -- July 31, 2002.  According to Mr. Butler,
Trumbull Services Company LLC -- the Debtors' claims agent --
has only just begun an analysis of a fraction of the overall
number of proofs of claim that are anticipated to be filed by
the Bar Date. "The Debtors expect at least 3,000 Claimants will
assert Mechanics' Lien Claims by the Bar Date," Mr. Butler says.
These Mechanics' Lien Claims are expected to exceed $90,000,000
in the aggregate.  Many of these claims are small in amount.
"Unfortunately, the amount of the Mechanics' Lien Claim is
irrelevant in determining whether the Debtors are in default
under the Lease," Mr. Butler notes.  Just a $200 Mechanics' Lien
could put the Debtors in default under the lease and expose the
Debtors to the risk of losing its leasehold interest if it is
not timely resolved, Mr. Butler tells the Court.

Mr. Butler asserts that the Debtors need more time to determine
the claims against them as efficiently as possible and to
realize the benefits of the breathing space to which they are
entitled. "This will also reduce costs and maximize the value of
the Debtors' estates," Mr. Butler adds.  Under the
circumstances, Mr. Butler points out, it would be time-
consuming, unduly burdensome and expensive for the Debtors to
have to defend against and liquidate thousands of relatively
small Mechanics' Lien Claims on a one-by-one basis in other
tribunals and jurisdictions.  "This cumbersome procedure may
delay the resolution of these Chapter 11 cases and result in
significant administrative expenses," Mr. Butler observes.

As of the Petition Date, about 100 Claimants had already
commenced litigation against the Debtors and the Debtors'
Landlords.  Mr. Butler relates that dozens of Landlords have
also asserted alleged postpetition defaults under the Debtors'
leases based on those same Mechanics' Lien Claims.  "Some of
those alleged defaults have given rise to litigation before this
Court already," Mr. Butler reminds Judge Sonderby.  The Debtors
anticipate substantial legal fees and expenses if they are
forced to litigate the thousands of Mechanics' Lien Claims in
multiple jurisdictions.  "The burden of litigation may also
impair the Debtors' ability to satisfy valid Mechanics' Lien
Claims promptly and to defend disputed claims efficiently and
distract the Debtors from their primary focus -- the
reorganization of their business," Mr. Butler adds.

B. Proposed Claims Resolution Procedure

The principal features of the proposed Claims Resolution
Procedure are:

  (a) Payment of Valid Claims:

      The Debtors will continue to pay valid Mechanics' Lien
      Claims when they are resolved in a manner suitable to the
      Debtors pursuant to the Debtors' first day order;

  (b) Notice of Claims Resolution Procedure and Stay:

      If the Debtors dispute a Mechanics' Lien Claim (whether on
      the basis of amount or the validity of the lien itself),
      the Debtors may (but are not compelled to) send a notice
      of Claim Resolution Procedures to the holder of any
      Mechanics' Lien Claim that is disputed.  The service of
      the notice on the Claimant and the applicable Landlord
      (and the filing of the notice if the Mechanics' Lien Claim
      is already the subject of pending litigation) will
      constitute a stay of enforcement of the Mechanics' Lien
      Claim or any default arising from it pending further order
      of the Court.  This  stay will proscribe the enforcement
      of the Mechanics' Lien Claims against the Debtors, the
      applicable Landlords and any property of the estate.  The
      Debtors may include in the notice a proposal as to the
      portion of the Mechanics' Lien Claim that the Debtors are
      willing to pay to discharge the lien or that the lien
      should be discharged for no cash consideration.  During
      the pendency of stay, the Debtors' Landlord is precluded
      from exercising any default rights arising as a result of
      the Mechanics' Lien Claim, which -- if resolved -- will be
      deemed to have been cured;

  (c) Claimant's Response Statement:

      Within 30 days of mailing the notice of the Claims
      Resolution Procedure and stay, the Claimant must provide
      its written response clearly indicating its acceptance,
      rejection or disagreement with the Debtors' proposal, if
      any.  If the Claimant disagrees with the Debtors'
      proposal, the Claimant will be required to provide
      invoices and supporting documentation containing adequate
      detail to substantiate its Mechanics' Lien Claim with its
      response.  If the Claimant fails to reply to the Debtors'
      notice of the Claims Resolution Procedures and proposal
      within 30 days of mailing, the Debtors shall be authorized
      to pay the amount or otherwise discharge the lien as set
      forth in the proposal as full satisfaction and final
      payment to the title company that is administrating the
      lien releases as full satisfaction and final payment of
      any and all claims or Mechanics' Lien Claims asserted by
      the Claimant and submit an order to the Court, which order
      if approved -- the Debtors may record in the appropriate
      recording office to discharge the lien.  The order may
      include any language required by the title company or
      local law as necessary to be in recordable form to
      discharge the lien; and

  (d) Adjudication Procedure:

      If the Claimant timely responds to the Debtors' notice of
      the Claims Resolution Procedures with its disagreement to
      the Debtors' proposal in writing stating with reasonably
      specificity the basis therefore, then the Debtors shall
      have 60 days from receipt of the Claimant's response to
      further negotiate a settlement with the Claimant.  The
      Debtors will consult with the Committees regarding any
      settlements as reasonably requested by the Committees.  If
      the Debtors and the Claimant do not resolve the Mechanics'
      Lien Claims within the 60-day time period then, the
      Debtors must, within five business days from the 60th day
      following the receipt of the Claimants' response by the
      Debtors, file an objection in this Court to one or more of
      the unresolved Mechanics' Lien Claims in an omnibus
      objection or otherwise or the stay will be deemed lifted.
      Claimants will have 30 days from the filing of the
      Debtors' objection to respond to the objection.  For any
      remaining contested Mechanics' Lien Claims not resolved
      pursuant to these procedures, the Debtors will request a
      hearing date from this Court for consideration of the
      objections.

Mr. Butler asserts that the automatic stay must be applied to
ensure that the Debtors will receive the full protection of the
automatic stay and to ensure that the Claims Resolution
Procedure can be effectively implemented.  Without the
enforcement of the stay, Mr. Butler warns that Mechanics' Lien
Claimants would be able to enforce their alleged liens against
the Landlords and potentially remove assets from the Debtors'
estates unless the Debtors litigate the claims in non-bankruptcy
jurisdictions in a manner that is inconsistent with the
automatic stay.  Moreover, in the event that the Mechanics' Lien
Claim themselves are stayed, Mr. Butler says, the Landlords
should be temporarily precluded from exercising any default
rights they may have during the pendency of the stay.

The Debtors contend that the Claims Resolution Procedure will
lead to cost-effective liquidation of many Mechanics' Lien
Claims, without the administrative expense of multi-forum, full
trial litigation or enforcement. (Kmart Bankruptcy News, Issue
No. 25; Bankruptcy Creditors' Service, Inc., 609/392-0900)


KMART CORP: Seeks Court Approval of Designation Rights Agreement
----------------------------------------------------------------
Pursuant to the Procedures Order dated May 10, 2002, Kmart
Corporation and its debtor-affiliates submit to the Court its
Initial Designation Rights Agreement. The salient terms of the
Designation Rights Agreement between the Debtors and a Joint
Venture comprised of Kimco Realty Corporation, Schottenstein
Stores Corporation, Klaff Realty LP are:

  (a) The Joint Venture will purchase from the Debtors and the
      Debtors will sell the Designation Rights for all of the
      Properties free and clear of all Liens, subject to
      Permitted Exceptions;

  (b) To the extent any of the Joint Venture's designees fail to
      close on the assignment of any Lease, the Joint Venture
      shall have the right to direct the Debtors to assume and
      assign or sublease in connection with an assumption and
      assignment the Lease directly to an alternate designee,
      and the Joint Venture will retain all of its respective
      Designation Rights under this Agreement;

  (c) Whether or not the Closing has occurred, the Joint Venture
      will have the right to exclude any Property from this
      transaction at any time after June 28, 2002 by providing
      written notice to the Debtors and the Committee of the
      Joint Venture's exercise of such right;

  (d) The purchase price for the Designation Rights shall be
      paid by the Joint Venture all in cash:

      -- Within one day after the execution and delivery of this
         Agreement by the Joint Venture and the Debtors, the
         Joint Venture must deposit $2,000,000 by certified
         check or by wire transfer to First American Title
         Insurance Company who will act as escrow agent for the
         Deposit;

      -- At the Closing:

         (1) The Debtors will be entitled to receive the Deposit
             from the escrow agent, and

         (2) The Joint Venture will pay to the Debtors an
             additional amount of $8,000,000;

      -- From and after the first day following the First
         Payment Date, the Joint Venture will collect and
         receive all proceeds of sale or assignment paid by the
         Joint Venture's designees for the Properties, shall
         deduct the Deductions and will then distribute
         additional cash payments of Net Proceeds, if any, on
         each Property Closing Date in this sequence of
         priority:

         (1) first, a payment or payments to Seller in an amount
             equal to $34,000,000 -- Threshold Amount; and

         (2) then any additional Net Proceeds will be subject to
             Net Proceeds Sharing;

      -- Should the total amount of the total Net Proceeds as of
         December 31, 2002 be less than the Threshold Amount,
         then on December 31, 2002, the Joint Venture will pay
         to the Debtors an amount equal to the difference
         between the Prior Received Amount and the Threshold
         Amount;

      -- Net Proceeds Sharing will mean that the applicable Net
         Proceeds shall be shared and distributed as:

         (1) first, with respect to the first $1,000,000 of Net
             Proceeds, which are subject to sharing:

             (a) the Debtors will receive 50% share of Net
                 Proceeds, and

             (b) the Joint Venture will receive 50% share of Net
                 Proceeds;

         (2) then, with respect to the next $2,000,000 of Net
             Proceeds thereafter, 100% of the Net Proceeds will
             be received by the Debtors;

         (3) then, with respect to the next $5,500,000 of Net
             Proceeds thereafter:

             (a) the Debtors will receive a 50% share of Net
                 Proceeds, and

             (b) the Joint Venture will receive 50% share of Net
                 Proceeds;

         (4) then, with respect to the next $5,500,000 of Net
             Proceeds thereafter:

             (a) the Debtors will receive 30% share of Net
                 Proceeds, and

             (b) the Joint Venture will receive a 70% share of
                 Net Proceeds; and

         (5) then, with respect to any additional Net Proceeds
             thereafter:

             (a) the Debtors will receive 60% share of Net
                 Proceeds, and

             (b) the Joint Venture will receive 40% share of Net
                 Proceeds;

      -- Irrespective of the Net Proceeds actually received by
         the Debtors, the Joint Venture guarantees that the
         Debtors will receive no less than an amount equal to
         the sum of the First Payment and the Threshold Amount
         with respect to the disposition of the Properties;

      -- The term "Preferred Return Rate" will mean a rate of
         return equal to 10% per annum.  The term "Net Proceeds"
         shall mean the total cash consideration paid by the
         Joint Venture's designees for assignments of the Leases
         less deductions for:

         (1) Carrying Costs incurred by the Joint Venture for
             the Properties,

         (2) actual, necessary and reasonable closing costs, for
             any Properties sold or assigned,

         (3) any Investment to the extent made by the Joint
             Venture, and

         (4) a preferred return on the amount of any Investments
             made by the Joint Venture calculated at the
             Preferred Return Rate;

      -- The Joint Venture will establish and maintain a
         separate bank account with respect to any proceeds or
         funds relating to the transactions contemplated under
         this Agreement;

      -- During the Designation Period, within 15 days after the
         end of each quarter, the Joint Venture will provide a
         written accounting to the Debtors and the Committee,
         which will set in detail the Properties sold, assigned
         or excluded, the total consideration paid by each
         designee for the sales or assignments, a detailed
         schedule of Deductions and Carrying Costs for all
         Properties, etc;

      -- The payment of the Purchase Price and the performance
         of all obligations of the Joint Venture under this
         Agreement will be absolutely and unconditionally
         guaranteed, without setoff or deduction for any
         purpose, by Kimco Realty Corporation, Schottenstein
         Stores Corporation and Klaff Realty LP; etc. (Kmart
         Bankruptcy News, Issue No. 25; Bankruptcy Creditors'
         Service, Inc., 609/392-0900)

Kmart Corp.'s 9.875% bonds due 2008 (KMART18), DebtTraders says,
are trading at about 45. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=KMART18for
real-time bond pricing.


KNOWLES ELECTRONICS: S&P Affirms Junk Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's removed its ratings on Knowles Electronics
Holdings Inc. from CreditWatch where they were placed on April
15, 2002. At the same time, Standard & Poor's affirmed its
triple-'C'-plus corporate credit and bank loan ratings and
triple-'C'-minus subordinated note ratings on the company.

The outlook is negative for the Itasca, Illinois-based designer
and manufacturer of components for the hearing-aid and
automotive-components markets, which has $340 million of debt
outstanding.

June 13's action followed the interest payment on May 14, 2002,
during a grace period, after receiving waivers of credit
agreement covenants for a payment scheduled for April 15, 2002.
The April CreditWatch action was precipitated by the company's
inability to make its interest payment that month on its senior
subordinated notes, partially funded by borrowings under its
revolving credit facility.

Lower-than-expected sales and earnings in the fourth quarter of
2001 and the first quarter of 2002 had caused Knowles to be out
of compliance with several financial covenants in its existing
credit agreement.

"Ratings are likely to be pressured unless operating performance
materially improves throughout 2002," said Standard & Poor's
credit analyst, Andrew Watt.

Knowles is the long-standing market-share leader in the hearing-
aid transducer market and enjoys well-established relationships
with leading hearing-aid original equipment manufacturers (OEM).
In addition, moderate product life cycles for its hearing-aid-
components transducers benefit its business profile.

Still, Knowles' Emkay division, which comprises about 15% of
sales, is focused on high-growth niche markets, such as
microphones and headsets, which are highly competitive, have
short product cycles and present greater management challenges.
While growth prospects are attractive in this segment, product
introductions will require some time to demonstrate adequate
operational results. In addition, operating performance in the
automotive components division, which produces diesel engine
solenoids, electronic governors and position sensors comprises
25% of sales, is below desired levels.

Liquidity is limited, as Knowles is reliant on its $18.5 million
revolving credit facility. The amended credit agreement
decreased the revolving credit facility to $18.5 million from
$25 million and requires the company to receive additional
funding of at least $10 million by September 3, 2002, which must
be used to pay down the outstanding balance on its credit
facility to $8.25 million.

In connection with the amended agreement, the company and its
equity sponsor, Doughty Hanson, entered into an Investor Funding
agreement that requires Doughty Hanson to invest or purchase
participating bank loans of up to $10 million if the company is
unable to meet its September 3, 2002, funding requirement by
other means.


LIBERTY TAX CREDIT: Auditors Express Going Concern Doubt
--------------------------------------------------------
Liberty Tax Credit Plus L.P. is a limited partnership which was
formed under the laws of the State of Delaware on June 26, 1987.
Since November 25, 1997, the general partners of the Partnership
have been Related Credit Properties L.P., a Delaware limited
partnership and Liberty Associates III L.P., a Delaware limited
partnership, together with the Related General Partner. The
Related General Partner is also the special limited partner of
the Partnership. The general partner of the Related General
Partner is Related Credit Properties Inc., a Delaware
corporation. The general partner of Liberty Associates is the
Related General Partner. On November 25, 1997, affiliates of the
Related General Partner and Liberty GP Inc., then the general
partners of the Partnership, entered into a Purchase Agreement
pursuant to which the Related General Partner purchased LGP's
general partnership interest in the Partnership. In addition to
the Transfer, the Related General Partner also acquired LGP's
special limited partnership interest in the Partnership and its
general partnership interest in Liberty Associates. Prior to the
Transfer, Liberty Associates was an affiliate of Lehman
Brothers.

As of March 15, 2002, the Partnership has not met its investment
objective of providing cash distributions from the operations of
the Properties. The Partnership does not anticipate providing
cash distributions to BACs holders other than distributions of
sale or refinancing proceeds upon the disposition of Properties.
Accordingly, at this time there can be no assurance that the
Partnership will achieve each of its investment objectives.

The Partnership has issued 15,987.5 Limited Partnership
Interests, each representing a $5,000 capital contribution to
the Partnership, for aggregate gross proceeds of $79,937,500.
All of the issued and outstanding Limited Partnership Interests
have been issued to Liberty Credit Assignor Inc., which has in
turn issued BACs to the purchasers thereof for an aggregate
purchase price of $79,937,500. Each BAC represents all of the
economic and virtually all of the ownership rights attributable
to a Limited Partnership Interest held by the Assignor Limited
Partner. BACs may be converted into Limited Partnership
Interests at no cost to the holder (other than the payment of
transfer costs not to exceed $100), but Limited Partnership
Interests so acquired are not thereafter convertible into BACs.

Neither the BACs nor the Limited Partnership Interests are
traded on any established public trading market. Because of the
provisions of the Revenue Act of 1987, unless there are further
changes in such law, the Partnership does not intend to include
the BACs for quotation on NASDAQ or for listing on any national
or regional stock exchange or any other established securities
market. The Revenue Act of 1987 contained provisions which have
an adverse impact on investors in "publicly traded
partnerships." Accordingly, the General Partners have imposed
limited restrictions on the transferability of the BACs and the
Limited Partnership Interests in secondary market transactions.
The restrictions should prevent a public trading market from
developing and may adversely affect the ability of an investor
to liquidate his or her investment quickly. It is expected that
such procedures will remain in effect until such time, if ever,
as further revision of the Revenue Act of 1987 may permit the
Partnership to lessen the scope of the restrictions.

The Partnership has 5,567 registered holders of an aggregate of
15,987.5 BACs, as of May 15, 2002.

All of the Partnership's general partnership interests,
representing an aggregate capital contribution of $2,000, are
held by the two General Partners.

The net loss for the 2001, 2000 and 1999 Fiscal Years totaled
$7,920,150, $7,961,124 and $8,588,356, respectively. The 2000
Fiscal Year is net of an extraordinary gain of $500,000.

The Partnership continues to meet the investment objective of
generating Housing Tax Credits to qualified BACs holders. To
date, all of the Local Partnerships have remained in compliance
with the Tax Credit requirements, and therefore none has
suffered an event of recapture of Tax Credits. The Partnership
generated $23,744, $398,165 and $3,090,724 in Tax Credits for
the 2001, 2000 and 1999 tax years, respectively. As of December
31, 2001, the Tax Credit period for the Partnership has expired,
although the Partnership must continue to own an interest in the
Properties for an additional five years in order to avoid
recapture of the Tax Credits.

The May 31, 2002 Auditors Report on the Company's condition
cited: "....the consolidated financial statements include the
financial statements of two subsidiary partnerships with
significant contingencies and uncertainties regarding their
continuing operations. During the 2001 Fiscal Year, these
subsidiary partnerships incurred significant operating losses
and have significant equity deficiencies. These conditions raise
substantial doubt about the subsidiary partnerships' abilities
to continue as going concerns. The financial statements of these
two subsidiary partnerships were prepared assuming that each
will continue as a going concern. The two subsidiary
partnerships' losses aggregated $473,730 (2001 Fiscal Year),
$381,572 (2000 Fiscal Year) and $384,713 (1999 Fiscal Year) and
their assets aggregated $6,826,787 and $7,339,450 at March 15,
2002 and 2001, respectively."


MPM TECHNOLOGIES: Fails to Meet Nasdaq Listing Requirements
-----------------------------------------------------------
MPM Technologies, Inc. (Nasdaq:MPML) announced that on June 11,
2002, the Company received a Nasdaq Staff Determination
indicating the Company did not comply with the minimum $2.0
million net tangible assets or the minimum $2.5 million
stockholder's equity requirement for continued listing.

Marketplace Rule 4310(C)(2)(B) states that for continued
inclusion, the issuer shall maintain (i) stockholders' equity of
$2.0 million ($2.5 million as of November 1, 2002); (ii) market
capitalization of $35 million; or (iii) net income from
continuing operation of $500,000 in the most recently completed
fiscal year or two of the last three most recently completed
fiscal years.

Nasdaq Marketplace Rule 4815(b) requires that the Company, as
promptly as possible but no later than seven calendar days from
the receipt of the Staff's determination, make a public
announcement disclosing MPM's receipt of determination letter,
and, in part, to avoid delisting. The Company's securities were
subject to delisting for the Nasdaq SmallCap Market at the
opening of business on June 18, 2002. This has been stayed as a
result of MPM's request for a hearing before the Nasdaq Listing
Qualifications Panel to review the Staff Determination pursuant
to the procedures set fourth in the Nasdaq Marketplace Rule 4800
Series. While there can be no assurance the Panel will grant the
Company's request for continued listing, the Company's
securities will continue to trade on the Nasdaq SmallCap Market
at least until such time as the Panel arrives at its decision.

MPM Technologies, Inc. is a holding company with three operating
subsidiaries: AirPol, Inc. and Huntington Environmental Systems,
Inc. which design, build, install and service industrial air
pollution control systems and MPM Project Solutions Inc. which
provides clients with project management, facility operations
and maintenance, staffing support, consulting and technology
services. A fourth subsidiary, NuPower, Inc. is engaged in the
development and marketing of Skygas - a patented waste-to-fuel
technology. Further information about MPM Technologies, Inc. may
be found at http://www.mpmtech.com


M/I SCHOTTENSTEIN: Fitch Rates $315 Million Bank Facility at BB
---------------------------------------------------------------
Fitch Ratings initiates coverage of M/I Schottenstein Homes,
Inc.  Fitch assigns a 'BB' rating to the $315 million revolving
credit agreement and a 'B+' rating to the company's outstanding
$50 million senior subordinated notes. Fitch also assigns an
indicative rating of 'BB' to the senior unsecured debt. The
Rating Outlook is Stable.

The ratings reflect MHO's healthy financial structure, solid
coverages and strong operating performance consistent with the
current point in the housing cycle. The company's debt-to-EBITDA
of 1.5 times (x) and adjusted debt-to-capital ratio of 35% are
considered conservative for the rating and enhance financial
flexibility in the event of an economic downturn. The rating
incorporates the potential for leverage to rise from current
levels, although that appears unlikely in the shorter term.

Risk factors include the inherent (although somewhat tempered)
cyclicality of the homebuilding industry. The ratings also
manifest MHO's capitalization and size, heavy (although
diminishing) exposure to the Midwest (Columbus, OH, Cincinnati,
OH and Indianapolis, IN) which is currently the most sluggish
housing region, and moderate bias toward owned as opposed to
optioned land.

The company has demonstrated solid margin enhancement over the
recent past with EBITDA margins increasing from 6.5% in 1997 to
10.4% currently. Although MHO has benefited from strong economic
conditions, a degree of margin enhancement is also attributed to
broadened new product offerings and the maturing of key
divisions in Florida and Metropolitan Washington D.C. In
addition, margins have benefited from purchasing, access to
capital and other scale economies that have been captured by the
large national homebuilders in relation to smaller builders.
These economies, somewhat greater geographic diversification
(than in the past), the company's presale operating strategy and
a return-on-capital focus provide the framework to soften the
margin impact of declining market conditions in comparison to
previous cycles. Acquisitions have not played a part in the
company's operating strategy, as management has preferred to
focus on internal growth.

MHO's inventory turns are about average as compared to its
public peers and have slimmed in recent years as the company has
made a conscious effort to scale up the share of its communities
which it develops (to the advantage of margins). At present, MHO
develops about 75% of the communities from which it sells
product. The company maintains an approximate three-to-four year
supply of lots (15,616 at March 31, 2002), 62% of which are
owned and the balance are controlled through options.
Inventory/net debt stood at 3.3 times at March 31, 2002,
substantially above levels of the mid-1990's, providing a strong
buffer against a downturn in economic conditions.

Debt-to-capital pretty consistently declined from 53.7% at the
end of 1997 to 35.0% currently, which is below the company's
targeted range of 40-45%. This reported ratio is at a level
considered quite strong for the rating.

MHO maintains a $315 million revolving credit agreement of which
$219 million were available at the end of the first quarter. The
company has in the past and may continue to opportunistically
repurchase moderate amounts of its stock. The revolving credit
agreement matures in March of 2006. The $50 million of
subordinated debt matures in August of 2006.


MTS INC: Decline in April Qtr. Net Revenues Due to Restructuring
----------------------------------------------------------------
In its quarterly report on Form 10-Q filed with the Securities
and Exchange Commission, MTS, Incorporated dba Tower Records,
the leading specialist entertainment software retailer, reported
net revenues for the three and nine months ended April 30, 2002
of $225.2 million and $745.6 million respectively, versus $255
million and $833.4 million for the three and nine months ended
April 30, 2001. The company attributed the decline in revenues
primarily to the elimination of unprofitable stores pursuant to
the company's Restructuring Plan, the impact of foreign currency
fluctuations, the continued downturn in consumer spending as a
result of a slowing economy and a weak new release schedule.

The company's gross profit margin for the three months ended
April 30, 2002, rose to 31.3% of sales, an improvement of 3.5%
on the three months ended April 30, 2001. The percentage
increase resulted chiefly from the completion of inventory
liquidation from store closures related to the Restructuring
Plan, as well as higher margins realized though the company's e-
commerce site TowerRecords.com.

The company also reported a net operating loss of $1.6 million
for the quarter ended April 30, 2002, compared to a net
operating loss of $25.1 million for the three month period ended
April 30, 2001. The improvement was predominately attributable
to a reduction in restructuring costs and a decrease in selling,
general and administrative expenses. Excluding professional fees
related to the Restructuring Plan, selling, general and
administrative expenses decreased to $62.3 million for the
quarter ended April 30, 2002, compared to $69.3 million for the
same quarter in 2001, primarily as a result of reduced expenses
related to the closure of unprofitable stores associated with
the Restructuring Plan.

Tower Records President and CEO, Michael Solomon said, "We have
made significant progress in the last quarter through better
business management, including improved inventory control,
improved partnership planning with our vendors and increased
product purchasing at discount. We are committed to returning
the company to profitability and believe that this quarter's
results signify an important turning point for Tower as a
company. We intend to focus on improving performance and overall
liquidity, while implementing marketing strategies to build our
customer relations, increase store foot traffic and further
develop new concepts in easy entertainment discovery at Tower."

In April 2002, Tower Records announced that the company had
entered into an agreement to sell its Japanese operations and
had completed an extension of its credit facility to June 23,
2002. The company currently confirms that the deadline for
closing the sale of its Japanese operations has been extended to
August 15, 2002. The company anticipates the maturity of its
existing credit facility will also be extended, in order to
accommodate the Japanese closing schedule and the simultaneous
refinancing of the company's credit facility.

Additionally, the company reported that it had received a
commitment letter from CIT Group/Business Credit Inc. to
refinance a substantial portion of the balance of the credit
facility upon the completion of the sale of Tower Records'
Japanese operations. The company also reported that it is
currently negotiating supplemental financing to refinance the
remaining balance on the credit facility.

Since 1960 Tower Records has been recognized and respected
throughout the world for its unique brand of retailing. Founded
in Sacramento CA, by current Chairman Russ Solomon, the
company's growth over four decades has made Tower Records a
household name.

As of April 30, 2002, Tower Records owned and operated 172
stores worldwide with 60 franchise operations. The company
opened one of the first Internet music stores on America Online
in June 1995 and followed a year later with the launch of
TowerRecords.com.  The site was named "Best Music Commerce site"
by Forrester Research.

Tower Records' commitment to introducing its customers to the
latest trends in new product lines is paramount to the
organization's retail philosophy. Tower forges ahead with the
development of exciting shopping environments, espousing diverse
product ranges, artist performance stages, personal electronics
departments, and digital centers.  Tower Records maintains its
commitment to providing the deepest selection of packaged
entertainment in the world merchandised in stores that celebrate
the unique interests and needs of the local community.

                           *   *   *

As reported in Troubled Company Reporter's April 1, 2002
edition, Tower Records announced that its future operating
performance and ability to service its senior subordinated notes
and the credit facility will be subject to the Company's ability
to refinance its credit facility maturing April 23, 2002, future
economic conditions and financial, business and other factors,
many of which are beyond the Company's control. As of January
31, 2002, the Company had not yet obtained a commitment to
refinance the credit facility but was in negotiations with
various financial institutions to refinance its credit facility.
Although the Company believes that it will be able to refinance
the credit facility, no assurance can be given that the Company
will be successful in refinancing the credit facility or that
any refinancing will be on terms that are favorable to the
Company. In the event the Company is unable to refinance the
credit facility or to refinance the credit facility on terms
that are favorable to the Company, the Company's business,
financial condition and results of operations would be
materially and adversely affected.

If the Company is successful in refinancing its credit facility,
the Company believes that the cash flow generated from its
operations, together with amounts available from other financing
alternatives, will be sufficient to fund its debt service
requirements, lease obligations, working capital needs, its
currently anticipated capital expenditures and other operating
expenses for the next twelve months.

The credit facility and the senior subordinated notes impose
certain restrictions on the Company's ability to make capital
expenditures and limit the Company's ability to incur additional
indebtedness. Such restrictions could limit the Company's
ability to respond to market conditions, to provide for
unanticipated capital investments or to take advantage of
business or acquisition opportunities. The covenants contained
in the credit facility and the senior subordinated notes also,
among other things, limit the ability of the Company to dispose
of assets, repay indebtedness or amend other debt instruments,
pay distributions, create liens on assets, enter into sale and
leaseback transactions, make investments, loans or advances and
make acquisitions.


MAREX INC: Fails to Comply with Nasdaq Listing Requirements
-----------------------------------------------------------
Marex, Inc., (Nasdaq: MRXX), a software products and technology
services company, has received notification from Nasdaq Staff
that its common stock is subject to delisting, pending the
outcome of the hearing described below.  The Staff's
determination was based on Marketplace Rule 4450(a)(5), which
requires a $1.00 minimum bid price, and the failure to regain
compliance pursuant to Marketplace Rule 4450(e)(2), which grants
90 calendar days to achieve compliance.  In addition, Nasdaq
Staff notified Marex that it did not comply with the minimum net
tangible assets and stockholders' equity continued inclusion
requirement set forth in Marketplace Rule 4450(a)(3).  According
to the Form 10-Q for the period ended March 31, 2002, the Nasdaq
Staff determined that the Company's net tangible assets consist
of total assets (including the value of patents, copyrights and
trademarks), less goodwill, redeemable securities, mezzanine
items, and total liabilities.  In this case, the Nasdaq Staff
calculated the Company's net tangible assets as follows:
$6,551,571 total assets, less $304,086 goodwill, less $2,607,390
total liabilities, equals $3,640,095 net tangible assets.

Marex completed an application for transfer to the Nasdaq
SmallCap Market; however, the Nasdaq Staff determined that Marex
does not meet the minimum $1,000,000 market value of publicly
held shares requirement for continued listening on the Nasdaq
SmallCap Market as set forth in Marketplace Rule 4310(C)(7).
According to the Company's Definitive Proxy filed on April 30,
2002, the Nasdaq Staff determined a market value of publicly
held shares in the amount of $621,492 using the following: total
outstanding shares of 7,635,848, insider holdings of 2,456,744,
and closing bid price on June 6, 2002 of $0.12.  In addition,
Marex does not meet the minimum net tangible assets or
stockholders' equity, market capitalization and net income
requirements as set forth in Marketplace Rule 4310(C)(2)(B).
Staff believes that the Company's net tangible assets and
stockholders' equity as of May 31, 2002 were approximately
$1,829,000 and $2,133,000, respectively.  Staff made this
determination by using the Company's net tangible assets and
stockholders' equity of $3,640,095 and $3,944,181, respectively,
as of Marex's March 31, 2002 balance sheet, and calculated the
Company's burn rate by dividing last quarter's net loss of
$2,715,344 by three months, which equals a burn rate of
approximately $905,000.  The Nasdaq Staff determined the
Company's market capitalization as of June 6, 2002 to be
$916,302, based upon 7,635,848 total shares outstanding and a
closing bid price of $0.12.  Marex's net loss from continuing
operations for its fiscal years ended December 31, 2001, 2000
and 1999 were $19,627,762, $43,446,301 and $3,549,387,
respectively.  Therefore, the Nasdaq Staff was unable to approve
the transfer application.

Marex intends to request an oral hearing before the Nasdaq
Listing Qualifications Panel to appeal the decision and seek
listing on the Nasdaq SmallCap Market.  When Nasdaq receives the
hearing request, the delisting of the common stock will be
automatically stayed pending the outcome of the hearing.  The
common stock of Marex will continue to trade on the Nasdaq
National Market under the symbol of "MRXX," pending the outcome
of these proceedings.  While there can be no assurance that the
Listing Qualifications Panel will grant Marex's request for
continued listing, Marex is actively pursuing measures to regain
compliance.  Specifically, Marex has restructured its operations
and significantly decreased its burn rate, is actively engaged
in capital raising efforts, and is pursuing strategic alliances
with partners in the telemetry industry.

"We are prepared to appeal the Staff's decision through the
appeal process at the Nasdaq Stock Market," said David A.
Schwedel, Marex's President and CEO.

Marex, Inc., headquartered in Miami, Florida, is a technology
services company offering telemetry solutions to the marine and
transportation industries.  Marex had developed a telemetry
device that offers owners of tangible assets a scalable and
cost-effective means to monitor and track such assets from a
remote location.  Among the assets for which the Marex solution
is suitable are boats, yachts, autos, trucks, heavy equipment,
rail, aviation, or stationary assets such as buildings, fluid
handling devices, and remote sensing equipment.  Marex has also
developed a complimentary software integration solution called
MarConnect.  This product provides additional capabilities in
telemetry relating to the management and distribution of data in
a variety of formats including, EDI, XML, email (SMTP),
cellular/pager (SMS) and fax.  MarConnect further enhances the
capability of Marex in delivering telemetry data and information
to customers in virtually any preferred format.


MICROFORUM: Files Notice of Dispute for $3.6MM Claims in Canada
---------------------------------------------------------------
Microforum Inc. (TSE: MCF) announced that pursuant to the
Companies' Creditors Arrangement Act, claims have been filed in
the amount of US $3,000,000 by Deere Credit Services, Inc. and
in the amount of CDN $633,547 by Dominion Citrus Limited.

Deere's claim primarily relates to alleged losses resulting from
the termination of a work order pursuant to a Master Development
and License Agreement dated May 25, 2001 between Microforum and
Deere.

Dominion's claim primarily relates to alleged deficiencies in
Microforum's performance under a Professional Services Agreement
dated September 28, 2001 between the parties.

Microforum has filed a Notice of Dispute for each of these
claims in accordance with the Claims Procedure Order entered in
connection with the CCAA proceedings of Microforum disputing the
validity and amounts of such claims.

Information regarding Microforum's CCAA proceedings can be found
on Microforum's Web site at http://www.microforum.com

Established in 1987, Microforum sells software solutions to
organizations that seek a competitive edge. Microforum is listed
on The Toronto Stock Exchange (TSE: MCF).


NTN COMMS: Secures More Time to Meet AMEX Listing Requirements
--------------------------------------------------------------
NTN Communications, Inc. was notified on June 7, 2002 that the
American Stock Exchange had accepted a plan submitted by NTN to
bring the Company into Amex continued listing compliance by
November 15 of this year.

As has been previously disclosed, NTN has been out of compliance
with Amex listing guidelines as it has five consecutive years of
losses.  Earlier this year, the Amex added a new standard that
enables companies that have five or more years of consecutive
losses to remain listed on the exchange by maintaining a
shareholders' equity level of at least $6.0 million.

NTN has been granted an extension to make progress consistent
with this plan.  Failure to make progress consistent with the
plan or to regain compliance with the new continued listing
standards by the end of the extension period might result in the
Company being delisted from the American Stock Exchange.

Based in Carlsbad, CA, NTN Communications, Inc. (Amex: NTN) is
the parent corporation of Buzztime Entertainment Inc., a
subsidiary, and the NTN Networks division.  Buzztime
Entertainment, Inc., with investment from Scientific-Atlanta,
Inc., produces BUZZTIME(TM), the interactive television trivia
channel, and live sports prediction games such as QB1r from its
live interactive broadcast studio.  Buzztime's partners include:
Scientific-Atlanta, Inc., Liberate Technologies, Microsoft
Corporation's MSN(R)TV and the National Football League.  The
NTN Network is the largest out-of-home interactive television
network in the world.  Through NTN's Digital Interactive
Television (DITV) technology, the NTN Network broadcasts
interactive entertainment and sports programming engaging over
1.7 million players and reaching over 6 million unique consumers
each month in approximately 3,600 national hospitality locations
such as TGIFriday's, Applebee's, Damon's, BWW, Bennigan's and
others.


NATIONSRENT INC: Judge Walsh Fixes August 5 as General Bar Date
---------------------------------------------------------------
Judge Walsh sets August 5, 2002 as the General Bar Date -- the
deadline by which the claimants holding pre-petition claims
against NationsRent Inc., and its debtor-affiliates must file
the proofs of claim.

NationsRent Inc.'s 10.375% bonds due 2008 (NATRENT), DebtTraders
reports, are trading at 1. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=NATRENTfor
real-time bond pricing.


NETWORK ACCESS: UST Will Convenes Creditors' Meeting on July 18
---------------------------------------------------------------
The United States Trustee will convene a meeting of Network
Access Solutions Corporation's creditors on July 18, 2002 at
11:00 a.m., US District Court, 844 King St., Room 2112,
Wilmington, Delaware. This is the first meeting of creditors
required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Network Access Solutions Corporation, provider of broadband
network solutions and internet service to business customers,
filed for chapter 11 protection on June 4, 2002. Bradford J.
Sandler, Esq. at Adelman Lavine Gold and Levin, PC represent the
Debtors in their restructuring efforts. When the Company filed
for protection from its creditors, it listed $58,221,000 in
assets and $84,946,000 in debts.


NEWPOWER HOLDINGS: Receives Court Approval of First Day Motions
---------------------------------------------------------------
NewPower Holdings, Inc. (PINK SHEETS: NWPW), parent of The New
Power Company, has received approval of a number of first day
motions by the United States Bankruptcy Court for the Northern
District of Georgia.

The first day approved orders allow NewPower to conduct business
as usual relative to its customers, suppliers, transmission and
distribution companies, and employees and to maintain its
existing cash management systems. In addition, the court
approved the transition of all NewPower's Texas customers to
Reliant Energy Retail Services LLC and TXU Energy Retail Company
LP.

H. Eugene Lockhart said, "We are pleased with the Court's
approval of our motions. The prompt approval of the Transition
Agreements related to our Texas customers will enable the
switching process to begin and provide customers with a seamless
transition to their new supplier. Furthermore, these approvals
permit the use of funds to pay suppliers for post-petition
deliveries of commodity, which is essential for the certainty of
continued service."

NewPower Holdings, Inc. through The New Power Company, is the
first national provider of electricity and natural gas to
residential and small commercial customers in the United States.
The Company offers consumers in restructured retail energy
markets competitive energy prices, pricing choices, improved
customer service and other innovative products, services and
incentives.


NEXTEL COMMS: Appoints C. Rogers As SVP for Strategic Alliances
---------------------------------------------------------------
Nextel Communications Inc. (NASDAQ:NXTL), the nation's leading
provider of fully integrated all-digital wireless service to the
business market, announced the promotion of Rich Lindahl to
treasurer and Christopher Rogers to senior vice president,
strategic alliances, as well as the appointment of Marc
Montagner to senior vice president, business development.

Lindahl, who was promoted to treasurer by Nextel's Board of
Directors, will be responsible for corporate financial strategy,
capital structure, cash management, treasury operations,
insurance and risk management. During his five years at Nextel,
Lindahl has served as assistant treasurer and director of
financial planning and analysis.

Lindahl received an MBA from the Darden School at University of
Virginia and a bachelor's degree in computer science from
Dartmouth College.

As senior vice president, strategic alliance, Rogers will focus
on establishing and managing business relationships with
organizations critical to the execution of Nextel's strategic
operating plan. Rogers will also be instrumental in helping to
execute Nextel's Public Safety initiative.

Prior to his promotion, Rogers served as vice president,
corporate development at Nextel. Rogers received his JD from the
Columbus School of Law at Catholic University and his bachelor's
degree from Tufts University.

Montagner, joins Nextel as senior vice president, business
development, and will be responsible for developing new
partnerships and joint ventures for Nextel. Montagner brings
more than 15 years of related telecommunications experience to
Nextel.

Most recently Montagner was managing director in the
communications group for Morgan Stanley Dean Witter, where he
provided strategic and financing advice for both major and
emerging telecommunications companies. Prior to joining Morgan
Stanley, Montagner was head of business development for France
Telecom in North America.

Montagner received his MBA from Columbia University and holds a
master degree in electrical engineering.

"We're extremely focused on attracting and retaining the best
people to enable us to execute on our business plan," said Tim
Donahue, president and CEO of Nextel. "These three individuals
bring great talent along with their strategic business acumen,
and will certainly position us quite well as we move our
business to become free cash flow positive by 2004 or sooner."

Nextel Communications Inc., based in Reston, Virginia, is a
leading provider of fully integrated wireless communications
services and has built the largest guaranteed all-digital
wireless network in the country covering thousands of
communities across the United States. Nextel and Nextel
Partners, Inc., currently serve 197 of the top 200 U.S. markets.

Through recent market launches, Nextel and Nextel Partners
service is available today in areas of the U.S. where
approximately 230 million people live or work.

                         *   *   *

As reported in the March 21, 2002 edition of Troubled Company
Reporter, Fitch Ratings changed the Rating Outlook on Nextel
Communications Inc. to Negative from Stable. The Negative Rating
Outlook applies to Nextel's senior unsecured note rating of
'B+', the senior secured bank facility of 'BB' and the preferred
stock rating of 'B-'.

The Negative Rating Outlook reflects Fitch's concern of Nextel
fully executing its strategic objectives in 2002/2003 and
accelerating its operational performance improvement to meet
several challenges. While current financial and operating
performance is encouraging, the company must make steady
progress toward free cash flow positive by early 2004. This is
especially important due to a rapidly increasing debt service
beginning in 2003 that could put pressure on liquidity absent
strong cash flow progress. The company should also consider debt
pay-down as a priority as a means to enhance cash flow and
improve overall credit quality. Additional challenges for the
company include capital expenditure reductions without affecting
service quality, the competitive wireless pricing environment
and quarterly EBITDA requirements associated with its bank
covenants. These concerns are partially mitigated by Nextel's
adequate near-term liquidity position, which reflects $3.5
billion in cash at the end of 2001 and $1.5 billion remaining on
its bank facility, a unique and differentiated offering to
moderate pressure on ARPU and a high quality subscriber base.

Nextel Communications' 12% bonds due 2008 (NEXCOM4), DebtTraders
reports, are quoted at a price of 75. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NEXCOM4for
real-time bond pricing.


OWENS CORNING: Resolves Claims Dispute with Pension Benefit
-----------------------------------------------------------
Owens Corning and its debtor-affiliates move the Court to
approve a stipulation with the Pension Benefit Guaranty Corp.
(PBGC), a wholly-owned United States government corporation
created by Title IV of the Employee Retirement Income Security
Act of 1974.  PBGC has filed proofs of claims with respect to
Owens Corning's Merged Retirement Plan. The Merged Retirement
Plan is a pension plan to which Title IV of ERISA applies.  The
claims are:

A. Claim Number 5274 for prepetition unpaid premiums, interest
   charges and late payment penalty charges under Title 29 of
   the U.S. Code with respect to the Plan;

B. Claim Number 5275 for contingent liability under Title 29
   Sections 1362 and 1368 for the Plan's un-funded benefit
   liabilities; and,

C. Claim Number 5275, on behalf of the Plan, for unpaid minimum
   funding contributions required to be made to the Plan under
   Title 29 Section 1362(c) and Title 26 Section 412.

On April 3, 2002, PBGC filed three additional proofs of claim,
Claim Numbers 6655, 6656 and 6660 that were duplicates of the
three proofs of claims.

The Debtors and PBGC stipulate that:

A. Proofs of claim number 5274 in the amount of $32,227
   (estimated), number 5275 in the amount of $458,100,000
   (estimated) and number 5276 in an unliquidated amount will
   be deemed withdrawn after the Court's approval of this
   Stipulation;

B. The Claims Agent will modify the Claims Register to reflect
   the withdrawal of the claims; and,

C. The stipulation and order does not affect the substantive
   rights of PBGC with respect to the allowance, amount or
   priority of the April proofs of claims or the Debtors' rights
   to object, defend, offset or file a counterclaim with respect
   to the April proofs of claims. (Owens Corning Bankruptcy
   News, Issue No. 33; Bankruptcy Creditors' Service, Inc.,
   609/392-0900)


PACIFIC GAS: Court Approves Charles River's & NERA's Engagement
---------------------------------------------------------------
Upon the Supplement to Application filed by Pacific Gas and
Electric Company, the Court has authorized PG&E to employ and
retain Charles River Associates (CRA), effective April 22, 2002.
CRA will be employed in connection with the Environmental Claim
Services and National Economic Research Associates (NERA), nunc
pro tunc to January 14, 2002 who deal with the Tort Claim
Services as set forth in the Supplement. These two firms are
among the consulting firms approved for retention pursuant to
the Order. Pursuant to this Supplement and Order, the Court has
authorized CRA and NERA to perform additional services for PG&E,
in connection with the valuation of certain tort and
environmental claims for purposes of providing evidence to
assist in determining the feasibility of the Plan under Section
1129(a)(11) of the Bankruptcy Code.

                    Charles River Associates

Creditors have filed approximately $1.1 billion in claims based
on alleged releases of hazardous materials and other
contaminants by PG&E or its corporate predecessors
(collectively, the Environmental Claims). Section 4.17 of the
Plan provides that all Environmental Claims will pass through
the bankruptcy unimpaired. Therefore, as part of the Plan
feasibility determination under Bankruptcy Code Section
1129(a)(l1), PG&E anticipates that the Court will need to
determine the amount of expense that the Reorganized Debtor can
reasonably expect to face in the future on an annual basis as a
result of the environmental liability upon which the
Environmental Claims are based.

For more than 10 years, PG&E has, under the supervision of
various State agencies, conducted an ongoing contamination
remedial program to address environmentally impaired sites. PG&E
anticipates that future budgeting and planning for this remedial
program will remain consistent with the trend in past
expenditures and resource commitments.

PG&E believes it is reasonable and appropriate to utilize this
historical information to derive a statistically and practically
significant estimate of the realistic value of PG&E's liability
on a going-forward basis. Implementing a statistical procedure
to value these claims will eliminate the need to undertake the
expensive and time-consuming process of determining the value
for each of the approximately 548 separate sites involved, while
simultaneously providing the Court with an acceptable method to
reasonably value the Environmental Claims for Plan feasibility
purposes. Under the statistical approach, it is irrelevant
whether any particular Environmental Claim specifies a specific
dollar amount or whether a claim has been filed at all, because
the whole range of probable environmental liabilities should be
included in the statistically-based valuation. Therefore,
another benefit to this approach is that there will be no need,
for Plan feasibility purposes, to determine the significance of
Environmental Claims that are lacking any specific dollar
amount.

PG&E expects that CRA will conduct a statistical analysis of the
historical costs of PG&E's environmental remediation program
and, based on that analysis, to provide expert opinion on the
expected annual cost of the program for a period of five years
after Plan confirmation.

Professor Gordon Rausser, a senior consultant with CRA, will be
principally responsible for performance of the Environmental
Claim Services. Dr. Rausser has held numerous university
positions teaching economics and statistics and has served as an
economic advisor to governmental agencies.

The terms of employment between PG&E and CRA for the
Environmental Claim Services are substantially the same as the
terms of employment previously approved by the Court pursuant to
the Order.

CRA will comply with the Second Amended Order Establishing
Interim Fee Application and Expense Reimbursement entered on
February 25, 2002, as to all Environmental Claim Services
performed.

             National Economic Research Associates

A. Tort Claims

There are approximately 450 personal injury, wrongful death and
property damage claims that require valuation and that PG&E
believes would benefit from expert statistical analysis and
findings (the Tort Claims).

The Tort Claims have an alleged value of more than $315 million,
which is significantly larger than PG&E's estimate of the actual
liability that it has.

Section 4.17 of the Plan provides that all Tort Claims will pass
through the bankruptcy unimpaired. Therefore, as part of the
Plan feasibility determination under Bankruptcy Code Section
1129(a)(11), PG&E anticipates that the Court will need to
determine the amount of expense that the Reorganized Debtor can
expect to face in the future on an annual basis as a result of
the Tort Claims. As with the Environmental Claims, and for the
same fundamental reasons, PG&E believes an aggregate valuation
procedure is the most reasonable method for resolving the Tort
Claims for purposes of determining Plan feasibility.

PG&E expects that NERA will apply a statistical analysis to
value the Tort Claims based on PG&E's historical litigation data
from the last five years. By using a variety of statistical
approaches predicated on PG&E's actual experience with similar
types of claims, NERA will determinate an aggregate value for
the Tort Claims. NERA began performing limited services with
respect to the Tort Claims on January 14, 2002, based on PG&E's
request that NERA undertake a preliminary review of at least a
portion of PG&E's data to determine whether the Tort Claims lent
themselves to a statistical analysis.

NERA will comply with the Second Amended Order Establishing
Interim Fee Application and Expense Reimbursement entered on
February 25, 2002, as to all Tort Claim Services performed.

Frederick C. Dunbar, Ph.D., a Senior Vice President with NERA,
will be principally responsible for performance of the Tort
Claim Services. Dr. Dunbar is experienced in the economics of
risk management, including mass torts and claims estimation.

B.  Regulatory Services.

NERA also performs other consulting services for PG&E on various
regulatory matters. The Regulatory Services are not directly
related to the bankruptcy proceedings and are not Plan-related.
The Regulatory Services will be excluded from the professional
employment and compensation approval process under the
Bankruptcy Code.

The following constitute Regulatory Services:

1.  DWR Case.

    NERA also provides consulting services and expert testimony
    with respect to PG&E's disputes with the California
    Department of Water Resources (DWR), in connection with the
    action pending in Superior Court, Sacramento County, titled
    Pacific Gas and Electric Company v. California Department of
    Water Resources, et at, Case No. OlCSOl200.

2.  FERC Refund Case.

    NERA also provides consulting services and expert testimony
    for PG&E with respect to the different methodologies for
    calculating refunds and

3.  CPUC Transition Cost Proceeding.

    NERA also provides consulting services and expert testimony
    with respect to PG&E's load bidding strategy in connection
    with PG&E's Application before the California Public
    Utilities Commission in the 2001 Annual Transition Cost
    Proceeding for the Record Period July 1, 2000 through June
    30, 2001, Application No. 01-09-003.

4.  PG&E v. Loretta M. Lynch, et al.

    NERA also provides consulting services and expert testimony
    with respect to price formation issues in the ISO and PX
    markets, in the action pending in United States District
    Court, Northern District of California, titled Pacific Gas
    and Electric Company v. Loretta M. Lynch, et al., Case No.
    C01-03023 VRW. (Pacific Gas Bankruptcy News, Issue No. 38;
    Bankruptcy Creditors' Service, Inc., 609/392-0900)


PEGASUS: Unit Won't Give-Out Semi-Annual Divided on Preferreds
--------------------------------------------------------------
Pegasus Communications Corporation (NASDAQ:PGTV) announced that
its subsidiary, Pegasus Satellite Communications, Inc., is not
declaring the semiannual dividend payable July 1, 2002 with
respect to Pegasus Satellite Communications' 12-3/4% Series A
Cumulative Exchangeable Preferred Stock and 12-3/4% Series B
Cumulative Exchangeable Preferred Stock.

In accordance with the terms of the 12-3/4% Preferred Stock's
Certificate of Designation, the declaration and payment of the
dividend is subject to the discretion of Pegasus Satellite
Communications' Board of Directors.

Pegasus Communications Corporation provides digital satellite
television and satellite broadband internet access to rural
households throughout the United States. Pegasus owns and/or
operates television stations affiliated with FOX, UPN and The WB
networks.

                          *   *   *

As reported in Troubled Company Reporter's May 21, 2002 edition,
Standard & Poor's placed Pegasus Communications' B-rated
corporate credit rating on CreditWatch Negative.


PHILIP SERVICES: FY 2001 Balance Sheet Upside Down by $11MM
-----------------------------------------------------------
Philip Services Corporation (NASDAQ: PSCD/ TSE: PSC) announced
an increase in its financing structure and its consolidated
financial results for the quarter and year ended December 31,
2001.

"PSC had a difficult year losing $78.1 million or approximately
$3.25 per share. The Company was significantly affected
throughout 2001 by the difficulties in the North American steel
industry which impacted both pricing and demand for finished
scrap," said Thomas P. O'Neill, Jr., Chief Financial Officer.
"With the strengthening in the North American economy, combined
with the actions we have taken to exit unprofitable businesses,
reorganize our corporate structure, and focus on our core
markets we expect our financial performance to improve. We have
additional financial resources to invest in our businesses and a
strengthened financial platform."

The Company also announced that it has reached an agreement with
its lenders to increase its revolving loan facility by adding a
mezzanine tranche in the amount of $70 million and extending the
term of the facility through the first quarter of 2003. This
commitment has been provided by affiliates of Carl C. Icahn and
affiliates of Stephen Feinberg, respectively the largest and
second largest stockholders of the Company (collectively, the
"Mezzanine Lenders").

Certain fees were incurred in connection with the financing and
are detailed in the Company's Annual Report on Form 10-K. Among
these fees is the issuance to the Mezzanine Lenders 3,638,466
shares of the common stock of the Company amounting to 15% of
the outstanding common stock prior to the issuance, upon payment
of the par value of $0.01 per share. These shares, issued on
April 12, 2002, are to be divided between the Mezzanine Lenders
in proportion to their respective commitments. In connection
with the issuance, the Mezzanine Lenders have been granted
demand registration rights and "piggyback" registration rights
covering both the newly issued shares and all other shares held
by them, as well as preemptive rights.

The lenders of the Company's revolving loan facility, as well as
the lenders of its secured PIK/term facility have amended the
covenants that govern those loan facilities as of December 31,
2001, and established less restrictive covenant levels through
the remaining terms of the agreements.

Highlights for the Quarter Ended December 31, 2001:

     --  Revenue for the fourth quarter of 2001 was $351.2
million compared to $369.4 million for the fourth quarter of
2000. This decrease was primarily due to declining scrap volumes
and prices due to weakness in the steel industry.

     --  Revenue for the year ended December 31, 2001 was
$1,510.2 million compared to $1,636.5 million in the same period
last year. Revenue from the Company's Metals Services business
declined by approximately $149 million on a year-over-year basis
due to a significant decrease in scrap volume managed by PSC and
price declines, as well as the sale of the Company's UK Metals
business in April 2000. The average price for a ton of ferrous
scrap fell from $87.00 at the end of 2000 to $76.00 at the end
of 2001.

     --  The loss from operations for the fourth quarter of 2001
was $34.5 million which included charges of approximately $19
million related to unusual bad debt provisions for failing steel
companies, insurance claims with a bankrupt insurance carrier,
environmental, impairment and closure costs and a provision for
a contract dispute. This compared to a loss of $17.6 million
during the same period last year which included special charges
of $12.9 million. The loss from operations for the year 2001 was
$37.4 million compared to an operating loss of $3.3 million for
the year 2000.

     --  The gross margin declined to $36.8 million or 10.5% of
revenue for the fourth quarter of 2001 from $49.7 million or
13.5% of revenue for the fourth quarter of 2000, primarily as a
result of lower scrap metal volumes and provisions for
environmental, closure costs and asset impairments. Gross margin
for the year was $186.9 million or 12.4% of revenue compared to
$214.3 million or 13.1% of revenue in 2000. The decrease was
largely due to declining volumes and margins at various
facilities that were being sold or closed during the year and a
high-margin project that was completed in 2000.

     --  Selling, general and administrative costs (SG & A) for
the fourth quarter of 2001 were $55.8 million compared to $41.8
million for the fourth quarter of 2000. This increase in 2001
was the result of a $10 million increase in the bad debt
provision due to the bankruptcy filings of certain large
clients, a $4.7 million insurance provision as a result of the
insolvency of an insurance carrier, as well as legacy legal
costs. Excluding these significant expenses, PSC realized a
small decrease in overhead costs in 2001.

At December 31, 2001, Philips Services Corp.'s balance sheet
shows a total shareholders' equity deficit of about $11 million.


POLAROID CORP: Retirees Panel Files $222.7MM Proof of Claim
-----------------------------------------------------------
On May 30, 2002, the Official Committee of Polaroid Retirees
filed a proof of claim in the United States Bankruptcy Court for
the District of Delaware.  The estimated unsecured non-priority
claims reached $222,700,000.  These claims include retiree
medical coverage, life insurance, ESOP and pensions.  These
claims are based on several arguments that Polaroid management
and others may have breached their fiduciary responsibilities in
the way they managed the various benefit plans, such as the
actions taken to liquidate the ESOP without notice.  Further,
the Retirees' Committee argues that management and other
fiduciaries continued to encourage employees to participate in,
or remain in, these benefit plans even while they were making
plans for the impending bankruptcy. (Polaroid Bankruptcy News,
Issue No. 18; Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Polaroid Corporation's 11.50% bonds due
2006 (PRD3), an issue in default, are quoted at 1.25. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=PRD3for
real-time bond pricing.


PSINET INC: Allows Alpine Associates' Claims for Voting Purposes
----------------------------------------------------------------
Lucent Technologies, Inc. has assigned its secured claim in the
amount of $30,215,840.28 to Alpine Associates, L.P. The claim
arises from equipment financing.

Pursuant to Rule 3018(a) of the Federal Rules of Bankruptcy
Procedure, the Court may temporarily allow the Claim in an
amount the Court deems proper for the purposes of accepting or
rejecting the Plan.

For the sole purpose of voting on the Plan, Alpine and the
PSINet, Inc., and its debtor-affiliates stipulate to temporarily
allow the Claim in a fixed amount, as follows:

1.  For purposes of voting on the Plan only, the Claim will be
    temporarily allowed as follows:

     (a) $3,625,900.83 as a Class 2 Secured Claim and

     (b) $26,589,939.45 as a Class 3 General Unsecured Claim.

2.  Alpine will receive:

     (i) one Class 2 ballot to vote one claim in the total
         amount of $3,625,900.83 and

    (ii) one Class 3 ballot to vote one claim in the total
         amount of $26,589,939.45.

This Stipulation is binding on the Parties only with respect to
temporarily allowing the Claim for voting purposes and for no
other purposes, including, without limitation, for purposes of a
distribution under the Plan. The Parties each reserve all
respective rights with respect to allowance and valuation of the
Claim for all purposes other than voting. (PSINet Bankruptcy
News, Issue No. 24; Bankruptcy Creditors' Service, Inc.,
609/392-0900)

PSINET Inc.'s 11% bonds due 2009 (PSINET2) are trading at about
10, DebtTraders reports. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=PSINET2


SAN JUAN GAS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: San Juan Gas Company, Inc.
        Marginal Sur Expreso de Diego
        Stop 12
        Mirimar Santurce 00909

Bankruptcy Case No.: 02-12902

Type of Business: San Juan Gas Company, Inc. -- an
                  affiliate of Enron Corporation -- is the local
                  gas distribution company serving the San Juan
                  metropolitan and Old San Juan area through an
                  underground gas (LPG) distribution system.
                  Established in 1911 and acquired in 1985 the
                  Company is the only one of its type
                  authorized by the government of Puerto Rico's
                  Public Service Commission to install pipeline
                  systems in the Island. The current system
                  includes approximately 23.5 miles of
                  pipeline, which sells LPG to 408 commercial
                  customers (primarily Puerto Rico's tourism
                  industry). A project including a fiber optic
                  network ring and an expansion of the pipeline
                  system to 37 miles is 90% complete but has
                  been suspended. The company also owns storage
                  facilities that include 60,000 gallons of LPG
                  (liquid) storage and 500,000 cubic feet of
                  Propane/Air mix storage capacity.

Chapter 11 Petition Date: June 12, 2002

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, New York 10153
                  212-310-8602
                  Fax: 212-310-8007

                        and

                  Martin Sosland, Esq.
                  Weil, Gotshal & Manges, LLP
                  100 Crescent Court
                  Suite 1300
                  Dallas, Texas 75201
                  Phone: (214) 746-7700
                  Fax : (214) 746-7777

Total Assets: -$449,800

Total Debts: $17,208,345

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Banco Bilbao Vizcaya       Bank Loan               $14,694,484
Argentaria
Mrs. Helen Pardo
P.O. Box 364745
San Juan, P.R. 00936-4745
Phone: (787) 777-2207
Fax: (787) 777-2217

M.G.D. Directional        Trade (Construction       $1,162,092
Drilling, Inc.            Subcontractor)
Mois,s Rodrˇguez Ortiz
P.O. Box 9000-379
Cayey, P.R. 00737
Phone: (787) 263-1975
Fax: (787) 263-8520

T A I Telecomunicaciones, Trade (Construction         $838,909
Inc.                      Contractor)
MSC 293
P.O. Box 11850
San Juan, P.R. 00922-1850
Ing. Alberto Cardona
Phone: (787) 775-1588

Procaribe Firm Delivery   Trade (Gas Provider)        $469,800
Pe¤uelas, P.R. 00624
Mr. Miguel Malt,s
Phone: (787) 836-3007
Fax: (787) 836-5712

General Power Inc.        Trade (Construction         $434,557
P.O. Box 51925             Contractor)
Toa Baja, P.R. 00950-1925
Ing. Efraˇn Valentˇn
Phone: (787) 784-6551
Fax: (787) 784-8276

Bonneville Construction S.E.  Trade (Construction     $354,769
Mr. Steve Spears               Contractor)
P.O. Box 193476
Hato Rey, P.R. 00919-3476
(787) 747-0767

Iv n Torres & Associates   Trade (Consulting Services)$162,819
Cons.

Quality Electrical         Trade (Construction         $39,971
Services                   Contractor)

Adecco                     Trade (Temporary Employees) $38,013

Target Engineering         Trade (Construction         $23,640
                            Contractor)

Camioneros Coop. de        Trade (Gas Transport)       $20,214
Transporte

Lucent Technologies        Trade (Materials and        $20,000
                            Supplies)

Power Poles, Inc.          Trade (Construction         $16,665
                            Contractor)

Waste Management           Trade (Waste Disposal)      $11,965

Adsuar Mu¤iz Goyco &       Trade (Legal Services)      $11,056
Besosa

Goldman, Antonnetti y      Trade (Legal Services)       $9,534
C˘rdova

Oriental Trust             Trade (Pension and Savings   $9,000
Administrator              Plan

Compresores & Equipo, Inc. Trade (Equipment Rent)       $8,208

Ranger American of PR      Trade (Security Services)    $3,515

Popular Auto               Trade (Vehicle Rental)       $3,376


SEXTANT ENTERTAINMENT: Lays-Off Employees Except Sr. Management
---------------------------------------------------------------
Sextant Entertainment Group Inc. (CDNX: YSX.U) announced that it
has laid off all of its staff with the exception of senior
management.  The lay off includes approximately 35 staff members
from corporate, visual effects, distribution and production.

Sextant Entertainment Group Inc. (TSX: YSX.u) is a fully
integrated network television production, post-production
(visual effects) and distribution services company. Built
through acquisition, the company has an extraordinary history of
producing and distributing award winning premium entertainment.

As reported in Troubled Company Reporter's June 10, 2002
edition, Sextant Entertainment has filed for CCAA protection to
begin its company restructuring.


SIMON WORLDWIDE: Taps BDO Seidman as New Independent Accountants
----------------------------------------------------------------
Simon Worldwide, Inc. (PNK: SWWI), has engaged BDO Seidman LLP
as the Company's independent public accountants.

BDO Seidman replaces PricewaterhouseCoopers LLP, which had
previously resigned as the Company's accountants on April 17,
2002 as a result of a lawsuit filed by the Company's subsidiary,
Simon Marketing, Inc., against PWC and two other accounting
firms.

As previously reported, Simon Worldwide, Inc.'s securities were
delisted from the Nasdaq Stock Market by Nasdaq on May 3, 2002
due to the Company's failure to comply with the minimum
$4,000,000 net tangible assets and the minimum $10,000,000
stockholders' equity listing requirements.


SONUS CORP: Working Capital Deficit Tops $5.5M at April 30, 2002
----------------------------------------------------------------
Sonus Corp. (AMEX: SSN), the largest audiology-based retailer of
hearing instruments in North America with 1,433 Company-owned
and affiliated hearing centers, announced financial results for
its fiscal third quarter and nine months ended April 30, 2002.

Revenues for the three months ended April 30, 2002 increased 23%
to $14.8 million from $12.1 million in the same period last
year. The increase in revenues was primarily the result of a 32%
increase in same-store sales at Company-owned hearing centers.
The Company also reported operating income of $254,000 for the
three months ended April 30, 2002, compared to an operating loss
of $737,000 during the same period last year.

The Company reported $645,000 in losses as the result of the
strategic disposition of certain hearing centers located in
California, Illinois, Missouri, and Washington during the third
quarter of fiscal 2002. As a result, Sonus reported a net loss
attributable to common shareholders for the fiscal 2002 third
quarter of $992,000 versus a net loss attributable to common
shareholders of $1.1 million for the third quarter of fiscal
2001.

For the nine months ended April 30, 2002, revenues increased 11%
to $40.0 million from $35.9 million for the nine months ended
April 30, 2001. The Company reported a net loss attributable to
common shareholders of $3.9 million for the nine months ended
April 30, 2002, versus a net loss attributable to common
shareholders of $11.2 million for the first nine months of
fiscal 2001.

At April 30, 2002, Sonus' balance sheet shows a working capital
deficiency of about $5.5 million.

Dan Kohl, Chief Executive Officer of Sonus Corp., stated, "The
entire Sonus team has focused clearly on generating cash and
improving profitability. The rise in the Company's quarterly and
nine-months revenues, along with an increase in our cash and
cash equivalents, are positive indicators that progress is being
made, though there is still much work to be done."

Sonus Corp. is the largest audiology-based retailer of hearing
instruments in North America. Sonus' 1,433 company-owned and
affiliated hearing centers provide a full range of products and
services to hearing impaired patients. The Company's vision is
to become the premier network of hearing centers in North
America. To learn more about the Company, visit the Sonus Web
site at http://www.sonus.com


TRITON NETWORK: Insurance Carrier to Extend $1M+ Loan on Oct. 30
----------------------------------------------------------------
As previously reported, on December 21, 2000, a complaint was
filed in the Circuit Court of the Thirteenth Judicial Circuit,
in and for Hillsborough County, Florida, against Triton Network
Systems, Inc. The complaint was brought by a shareholder of the
Company and alleged, among other things, that the Company
improperly failed to transfer his unregistered shares of the
Company and otherwise prevented plaintiff from selling his
shares before the share price dropped significantly. In March
2002, the Company settled the lawsuit and paid $3,650,000 to the
shareholder.

The Company has now reached an agreement with one of its
insurance carriers relating to the foregoing settlement. The
insurance carrier has agreed to loan the Company $1,750,000,
plus interest, on October 30, 2002. This loan will be repaid
with the proceeds of a lawsuit that the Company intends to file
against the law firm which advised the Company with regard to
the shareholder's stock transfer request. The loan will be
forgiven by the insurance carrier if the Company is ultimately
unsuccessful in the lawsuit against the law firm. Furthermore,
if the Company is ultimately unsuccessful in this lawsuit, the
insurance carrier will pay an additional $750,000, plus
interest, to the Company. The insurance carrier also will pay
the legal costs of prosecuting the action against the law firm.

The only lawsuit against the Company currently outstanding is
the previously reported securities class action complaint filed
in the United States District Court for the Southern District of
New York on November 13, 2001. The complaint is brought on
behalf of all persons who purchased the Company's common stock
from July 12, 2000 through December 6, 2000. The complaint names
as defendants the Company, a former officer and a current
officer of the Company, and several investment banking firms
that served as managing underwriters of the Company's initial
public offering. The complaint alleges liability under the
Securities Act of 1933 and the Securities Exchange Act of 1934,
on the grounds that the registration statement for the Company's
initial public offering did not disclose that: (1) the
underwriters had allegedly agreed to allow certain of their
customers to purchase shares in the offering in exchange for
allegedly excess commissions paid to the underwriters; and (2)
the underwriters had allegedly arranged for certain of their
customers to purchase additional shares in the aftermarket at
pre-determined prices under alleged arrangements to manipulate
the price of the stock in aftermarket trading. The Company is
aware that similar allegations have been made in numerous other
lawsuits challenging initial public offerings conducted in 1998,
1999 and 2000. The Company does not know if a specific amount of
damages is claimed in the complaint involving its initial public
offering. The Company intends to contest the claims vigorously.
The Company is unable at this time to determine the outcome of
the litigation or its impact on its financial condition.

The Company believes it will be in a position to make an initial
distribution to its stockholders once the outstanding class
action lawsuit is resolved. Subject to the outcome of the
outstanding class action lawsuit and any unknown contingencies,
the Company currently believes the ultimate distribution to the
stockholders will be in the range of $25.5 million to $27.0
million, or approximately $0.73 to $0.77 per share. The Company
intends (subject to contingencies inherent in winding up the
Company's business) to make these distributions as promptly as
practicable. However, the Company currently is unable to predict
the precise nature, amount or timing of any such distributions.
The actual nature, amount and timing of all distributions will
be determined by the Company's Board of Directors, in its sole
discretion, and will depend in part upon the Company's ability
to convert any remaining non-cash assets into cash and pay and
settle its remaining liabilities and obligations.

No assurances can be made that the Company will be able to
obtain the estimated net realizable value of its assets.
Further, uncertainties as to the ultimate amount of its
liabilities, including the ongoing class action lawsuit, make it
impracticable to predict the amount that may ultimately be
distributable to stockholders. Claims, liabilities and future
expenses for operations (including salaries, payroll and local
taxes, professional fees and miscellaneous office expenses),
although currently declining in the aggregate, will continue to
be incurred with execution of the Company's plan of liquidation.


TYCO INT'L: Asensio Says Accounting Concerns "Grossly Overblown"
----------------------------------------------------------------
The following is an investment opinion issued by Asensio & Co.

"Tyco International Ltd.'s (NYSE: TYC, Price: $10.15) stock
remains severely depressed on credit concerns.

"At [Wednes]day's prices, Tyco's bonds and bank debt implied
that the market was valuing Tyco at approximately 2.6 times
Latest Twelve Month EBITDA. We are aware of the market's concern
that Tyco's reported EBITDA may be overstated. We are aware of
the accounting policies at issue. Our Tyco valuation discounts
reported EBITDA by 20% and increases historical capital
expenditures by 30%. Our estimated free cash flow based on these
adjustments, which we believe to be adequate and conservative,
is sufficient to allow us to believe Tyco's debt is manageable."


UNIVERSAL DETECTION: Nasdaq to Delist Shares Effective Wednesday
----------------------------------------------------------------
Universal Detection Technology (Nasdaq:UDET) announced that it
received a Nasdaq Staff Determination on June 11, 2002,
indicating that the Company has not complied with the net
tangible assets or the minimum stockholders' equity requirement
for continued listing set forth in Marketplace Rule
4310(C)(2)(B), and that its securities, therefore, will be
delisted from The Nasdaq SmallCap Market at the opening of
business on June 19, 2002. The Company intends to have its
securities commence trading on the Over-the-Counter Bulletin
Board quotation system on June 19, 2002.

"We believe there will be no significant impact on our
business," says Mr. Tizabi.

Universal Detection Technology was founded in 1973 and is a
provider of environmental monitoring technologies, including
bio-terrorism detection devices, air monitoring systems, and
medical diagnostic equipment. UDT's proprietary technology,
together with its R&D expertise and licenses of third party
technologies and devices, position the Company to capitalize on
growth and value opportunities.


URANIUM RESOURCES: Selling Up to 21M Shares on Best Effort Basis
----------------------------------------------------------------
Uranium Resources, Inc. (OTC: URIX) is offering 16,250,000
shares minimum, 20,833,333 shares maximum, of its common stock
for sale by the Company on a "Best Efforts Basis", plus
43,354,839 shares for resale by certain Shareholders. The
offering price for shares sold by the Company is $0.12 per
share, the closing price on the Over the Counter Bulletin Board
on March 27, 2002. The offering price for the common stock sold
by selling security holders will be negotiated or will be the
prevailing market price as quoted on the Over the Counter
Bulletin Board. Uranium Resources will not receive any of the
proceeds from sales of shares by selling security holders.
Officers and directors of the Company are also selling security
holders.

Shares offered by the Company are being sold on a best-efforts
basis by officers, directors and employees of the Company, none
of whom will receive any commissions or fees in connection
therewith and none of whom will offer shares for the selling
security holders.

A minimum of 16,250,000 shares ($1,950,000) must be subscribed
for by June 30, 2002, unless extended up to July 31, 2002 by the
Company. If 16,250,000 shares ($1,950,000) have not been
subscribed for prior to the Expiration Date, the offering will
terminate and all subscription documents, subscription funds and
related documents will be returned promptly without diminution
or deduction, and without interest. Pending sale of the minimum,
all subscriptions will be held in an escrow account at Bank of
America, N.A.

Once the minimum has been subscribed and accepted, investors
will be issued their shares and the offering may continue until
August 31, 2002. The Company reserves the right to refuse or
limit subscriptions for shares for any reason and to close the
offering at any time after a minimum of 16,250,000 shares
($1,950,000) has been properly subscribed.

Uranium Resources' common stock is quoted on the Over the
Counter Bulletin Board under the symbol URIX. On June 7, 2002,
the last reported sales price of Uranium Resources common stock
was $0. per share.

Mining company Uranium Resources uses the in situ leach process,
in which groundwater is pumped into a permeable orebody to
dissolve uranium contained in the ore. Production at Uranium
Resources' two main properties -- the Rosita and Kingsville Dome
properties in South Texas, which are capable of producing more
than a 1.5 million pounds of uranium a year -- are on hold until
the price of uranium surpasses the cost of production. Uranium
Resources owns additional exploration and development properties
in Texas and New Mexico. Investor Rudolf Mueller (The Winchester
Group) owns 23% of Uranium Resources.

Uranium Resources' December 31, 2001 balance sheet is upside-
down with a total shareholders' equity deficit of about $4
million.


VANTAGEMED CORP: Commences Trading on Nasdaq SmallCap Market
------------------------------------------------------------
VantageMed Corporation (Nasdaq:VMDC) announced restructuring
plans aimed at significantly reducing its monthly cash burn
while refocusing on the delivery of superior customer service
and quality HIPAA compliant products. The restructuring plan
includes re-evaluating all strategic development initiatives,
consolidating certain operating facilities and reducing
personnel by approximately 85 people or 30% of the Company's
total workforce. The restructuring efforts should be
substantially complete by September 30, 2002. The Company
expects that these actions, along with other anticipated expense
reductions, will substantially decrease the Company's monthly
cash burn by the fourth quarter of 2002.

The Company also announced that the Nasdaq Listing
Qualifications Panel has determined that VantageMed's common
stock was transferred to The Nasdaq SmallCap Market from The
Nasdaq National Market effective as of the open of business on
June 14, 2002. The Company's stock is now listed on The Nasdaq
SmallCap Market subject to the Company meeting certain
conditions, including timely filing of all periodic SEC reports,
evidencing net tangible assets of at least $2,000,000 or
shareholders' equity of at least $2,500,000 as of June 30, 2002,
and demonstrating a closing bid price of at least $1.00 per
share on or before September 18, 2002, and for a minimum of 10
consecutive trading days thereafter. Additionally, because the
Company has complied with Nasdaq's requirements for filing
quarterly and annual reports with the SEC, the "E" was removed
from the Company's trading symbol and its common stock will
trade under the symbol "VMDC" beginning June 14, 2002.

Rich Brooks, Chairman and Chief Executive Officer, said "We're
making bold moves to improve the Company's performance and
achieve profitability. These moves are essential to improving
shareholder value and providing a platform for long-term growth.
We are committed to maintaining the highest level of customer
service and to providing quality products that not only comply
with HIPAA regulations but also bring additional value to our
customers. We are also pleased that our stock will continue to
be listed on Nasdaq."

In connection with the restructuring, the Company also announced
the appointment of Rajiv Donde as Chief Information Officer. Mr.
Donde was previously co-founder, Chief Information Officer and
EVP of AnyTime Access, an e-commerce company providing
outsourced on-line and call-center based loan processing
services to financial institutions nationwide, and more recently
Managing Member of Brooks and Donde, LLC, providing technology
and operational consulting services. Mr. Donde earned his
Bachelor and Master of Arts degrees in Economics from the Delhi
School of Economics, as well as, an MBA in Information Systems
and Finance from Case Western Reserve University.

VantageMed will host a conference call to discuss the Company's
restructuring plans on Friday, June 21, at 8:00am PST.
Conference call information will be announced in a separate
release.

VantageMed is a provider of healthcare information systems and
services distributed to over 11,000 customer sites through a
national network of regional offices. Our suite of software
products and services automates administrative, financial,
clinical and management functions for physicians, dentists, and
other healthcare providers and provider organizations.


VELOCITA CORP: Look for Schedules & Statements by July 29, 2002
---------------------------------------------------------------
Velocita Corp. and its debtor-affiliates sought and obtained
approval from the U.S. Bankruptcy Court for the District of New
Jersey to extend the time period to file their assets and
liabilities, schedules of current income and expenditures,
schedules of executory contracts and unexpired leases and
statements of financial affairs.  The Court gives the Debtors
until July 29, 2002 to file their Schedules and Statements.

The order entered by the Court is without prejudice to the
Debtors' right to seek further extension upon showing sufficient
cause.

Velocita Corp. is in the business of building a nationwide
broadband fiber-optic network aimed at serving communications
carriers, internet service providers, data providers, television
and video providers, as well as corporate and government
customers. The Company filed for chapter 11 protection on May
30, 2002. Howard S. Greenberg, Esq., Morris S. Bauer, Esq. at
Ravin Greenberg PC and Gary T. Holtzer, Esq. at Weil, Gotshal &
Manges LLP represent the Debtors in their restructuring efforts.
As of March 31, 2002, the Company listed $482,807,000 in total
assets and $827,000,000 in total debts.


WORKFLOW MANAGEMENT: Offering $170MM Notes via Private Placement
----------------------------------------------------------------
Workflow Management, Inc. (Nasdaq: WORK), intends to offer
through a private placement, subject to market and other
conditions, $170 million aggregate principal amount of senior
secured notes due in 2009.

The proceeds from this offering would be used to permanently
repay debt outstanding under the Company's existing senior
credit facility.

The notes will not be registered under the Securities Act of
1933 and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act of 1933.

                         *   *   *

As previously reported, Workflow Management has obtained a
waiver of its covenant defaults under its credit agreement.


WORKFLOW MANAGEMENT: S&P Assigns B+ to Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's assigned its single-'B'-plus corporate credit
rating to Workflow Management Inc. and its single-'B'-plus
rating to the company's proposed $170 million senior secured
notes due 2009.

The Palm Beach, Florida-based provider of print and office
products and print management services has a stable outlook. Pro
forma for the debt issue, it will have around $172 million in
debt outstanding.

The notes will be issued under Rule 144A of the Securities Act
of 1933. Proceeds of the notes and cash will be used to
refinance the company's existing credit facility and general
corporate expenses.

The proposed senior secured notes will be secured by
substantially all assets of the company's domestic subsidiaries'
and a pledge of 67% of the company's capital stock of its
Canadian subsidiary. The proposed notes contain a carve-out for
a $25 million credit facility, which the company expects to
close shortly after the issuance of the notes. The credit
facility will have a priority claim on the company's
receivables.

Workflow Management has two main operating divisions, Workflow
Solutions, which provides print management services and Workflow
Printing, which prints and produces envelopes, business
documents, labels, packaging, and direct mail literature. The
company currently has 18 manufacturing facilities in six states
and four in Canada. It also had 15 distribution centers, eight
print-on-demand centers, and 63 sales offices.

"We expect that the company's operations will improve with the
economic recovery and that it will manage its balance sheet
accordingly," said Standard & Poor's credit analyst Michael
Scerbo.

The company's profitability was affected by the terrorist
attacks of Sept. 11 and the anthrax scare in the fall of 2001.
Roughly one-third of the company's revenues are generated from
the New York City-tristate area, and one-third of its revenues
are derived from direct mail and envelopes. Following these
events, the company closed several facilities and laid off a
number of employees. Despite these events, its revenues grew
4.1% for the fourth quarter ended April 2002. While EBITDA
margins for its print division declined to 8%, from 10.8% last
year, margins at its solutions division increased to 6.6%, from
4.9% last year.

Margins are expected to improve as the company continues to grow
its Workflow solutions division and as the economy recovers and
demand for print products and services increases.


XETEL CORP: Hires Lincoln Partners to Review Strategic Options
--------------------------------------------------------------
XeTel Corporation (Nasdaq:XTEL) has retained the services of
investment banking firm Lincoln Partners LLC.

According to XeTel's President and CEO, Angelo DeCaro, "XeTel
has engaged Lincoln Partners to assist in reviewing strategic
alternatives to enhance shareholder value. This review will not
in any way impact customer servicing which will continue in the
normal course."

In an unrelated event, XeTel has announced that Greg Wilemon,
Sr. Vice President and CFO has resigned and that Greg Herring of
Herring Consulting Group has joined the firm as the interim CFO.

Founded in 1984, XeTel Corporation is ranked among the top 50
electronics manufacturing services industry providers in North
America. The company provides highly customized and
comprehensive electronics manufacturing, engineering and supply
chain solutions to Fortune 500 and emerging original equipment
manufacturers primarily in the networking, computer and
telecommunications industries. XeTel provides advanced design
and prototype services, manufactures sophisticated surface mount
assemblies and supplies turnkey solutions to original equipment
manufacturers. Incorporating its design and prototype services,
assembly capabilities, together with materials and supply base
management, advanced testing, systems integration and order
fulfillment services; XeTel provides total solutions for its
customers. XeTel employs over 300 people and is headquartered in
Austin, Texas with manufacturing services operations in Austin
and Dallas, Texas.

For more information, visit XeTel's Web site at
http://www.xetel.com

Lincoln Partners is an investment bank headquartered in Chicago
providing advisory and transactional services to companies
involved in aerospace, consumer products, electronics
manufacturing, plastics and transportation equipment. A former
CEO of a public EMS company leads the firm's exclusive EMS
practice. The EMS team provides transactional, financial and
strategic advisory services to OEMs, EMS providers and private
equity groups.

For more information, visit Lincoln Partners at
http://www.lincolnpartners.com

                          *   *   *

As reported in the February 14, 2002 edition of Troubled Company
Reporter, Xetel Corporation, due to its existing financial
condition, was in violation of various covenants under certain
of its debt and operating lease agreements.


XO COMMS: Files for Chapter 11 Reorganization in New York
---------------------------------------------------------
XO Communications, Inc. (OTCBB:XOXO) has taken an important step
necessary to implement a balance sheet restructuring and has
filed a voluntary petition to reorganize under Chapter 11 of the
U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the
Southern District of New York.

The Chapter 11 filing is limited to the parent corporation, XO
Communications, Inc. No operating subsidiaries of XO are part of
the filing. Accordingly, the filing is not expected to affect
the subsidiary operating companies' relationships with customers
and vendors. XO does not expect any reductions in workforce or
facility closings as a result of the filing and will continue to
pay employees and provide employee benefits without interruption
during the reorganization. The filing was made following lengthy
negotiations with various potential investors and XO creditor
constituencies in which a number of alternative investment and
restructuring transactions were proposed and considered.

Concurrent with the Chapter 11 filing, XO submitted a two-
pronged plan of reorganization that includes two alternative
restructuring scenarios, both of which are intended to result in
a successful reorganization and restructuring of XO's balance
sheet. The first would implement the transactions described in
the previously announced investment agreement with Forstmann
Little & Co. and Telefonos de Mexico S.A. de C.V. if it is
completed. This action to proceed with the Investment Agreement
is also taken with the support of lenders representing more than
a majority of the loans outstanding under XO's $1 billion
secured credit facility. To complete the transaction certain
conditions must be met. Forstmann Little and Telmex have
recently said that they believe that these conditions will not
be met and have asked XO to consider terminating the agreement.
XO currently has no plans to terminate the Investment Agreement
and, as previously announced, does not believe that Forstmann
and Telmex are entitled to terminate the agreement unilaterally.

However, because the Company cannot be certain whether all of
the conditions to closing the Investment Agreement will be
satisfied, the plan of reorganization also includes a stand-
alone restructuring plan that XO plans to implement if the
Investment Agreement is not consummated and if a superior
alternative is not presented to the Company. This stand-alone
plan provides for the conversion of the $1 billion in loans
under the secured credit facility into common equity and $500
million of pay-in-kind junior secured debt. The informal
steering committee of lenders under the secured credit facility
has indicated that it is prepared to support, and recommend that
the lenders under the secured credit facility approve, the
stand-alone restructuring subject to the preparation of
definitive documentation and the completion of customary
internal bank approval processes.

The stand-alone plan permits the Company to seek to obtain
additional funding needed for its business plan by issuing
common equity through a $250 million rights offering to be made
to the Company's senior unsecured creditors and, to the extent
that the offer is not fully subscribed by the senior unsecured
creditors, to the holders of the Company's subordinated debt and
preferred and common stock. Additionally, it permits any
shortfall to be covered by up to $200 million in new senior
secured loans ranking senior to the new junior-secured debt,
although no agreements for this financing have been reached.

"We are gratified that our secured lenders have the vision and
confidence to see beyond [Mon]day's troubled times and to
recognize the potential long-term value of our company," said
Dan Akerson, XO's Chairman and Chief Executive Officer. "We
believe that our Investment Agreement with Forstmann Little and
Telmex continues in full force and effect and provides for
better overall economic recoveries for our creditors. While we
have every intention of enforcing our rights under this
Agreement we are also prepared to move forward with a standalone
plan that provides clarity and assures our customers, vendors
and employees that the company is moving forward with a plan
that will achieve our goal of restructuring our balance sheet
and provide the necessary financial stability for the company to
emerge as a strong and viable competitor in the
telecommunications industry."

Because the Chapter 11 filing directly affects only XO
Communications, Inc., and not its operating subsidiaries, XO
will conduct business as usual with regard to its customers and
will continue to provide its customers with innovative broadband
communications solutions and services throughout the United
States. During the reorganization process, vendors, agents and
others who conduct business with XO's operating subsidiaries are
expected to be unaffected. The smaller group of XO vendors
dealing directly with the parent corporation will be subject to
the Chapter 11 process and will receive additional information
as part of the process.

"This financial restructuring and the related Chapter 11 filing
are not a result of operational issues, but are driven by a need
to deleverage the Company and resolve our balance sheet issues,"
commented Akerson. "Simply stated, the Company has too much
debt, given the current and projected level of business
operations."

Since XO announced its initial restructuring plans in November
2001, XO has continued to effectively add new customers and
serve its existing customers, and has reported consistent
operational results despite a difficult business environment.
During the fourth quarter of 2001 and continuing in 2002, XO
implemented a series of expense reduction and cash conservation
initiatives. Late last year, XO also disclosed that it would not
make cash interest and dividend payments on its unsecured notes
and preferred stock beginning on December 1, 2001. XO noted that
its improving trend in EBITDA loss and its recent completion of
several significant non-repeating capital projects are expected
to result in a further decrease in the rate at which it is using
its available cash for the remainder of 2002.

Accordingly, assuming revenues remain generally consistent with
current levels in the near term, continued reductions in uses of
cash consistent with recent trends and continued nonpayment of
cash interest and dividend amounts during the proposed
recapitalization process, XO currently estimates that the
approximately $555.0 million of cash and marketable securities
on hand as of April 30, 2002 will be sufficient to fund its
operations while the bankruptcy case is pending.

As noted in the Company's prior disclosures, because the
company's senior unsecured creditors are not receiving full
value for their claims under either of the restructuring
alternatives contemplated by the plan of reorganization, the
proposed plan of reorganization does not provide for any
recovery by the holders of convertible subordinated notes or
existing XO equity and equity related securities, including XO
common and preferred stock, and outstanding stock options. The
stand-alone plan, however, contemplates that rights to purchase
common stock of reorganized XO will be granted to holders of
senior unsecured notes and, to the extent these rights are not
exercised fully, to holders of subordinated notes and
outstanding preferred and common stock.

The proposed plan of reorganization and the related disclosure
statement are subject to the approval of the bankruptcy court
and to the approval of the Company's principal creditor groups.
Taken as a whole, the Investment Agreement, the alternative
stand-alone plan, the agreements evidencing the support of the
Company's senior secured lenders and the other terms of the
proposed plan of reorganization establish a framework for the
Company's anticipated Chapter 11 plan with the proposed or
additional alternative ultimately selected being determined in
the Chapter 11 process.

XO Communications is one of the nation's fastest growing
providers of broadband communications services offering a
complete set of communications services, including: local and
long distance voice, Internet access, Virtual Private
Networking, Ethernet, Wavelength, Web Hosting and Integrated
voice and data services.

XO has assembled an unrivaled set of facilities-based broadband
networks and Tier One Internet peering relationships in the
United States. XO currently offers facilities-based broadband
communications services in 65 markets throughout the United
States.

XO Communications Inc.'s 10.75% bonds due 2009 (XOXO7),
DebtTraders reports, are quoted at a price of 13. See
http://www.debttraders.com/price.cfm?DT_SEC_TICKER=XOXO7for
real-time bond pricing.


XO COMMUNICATIONS: Case Summary & 30 Largest Unsec. Creditors
-------------------------------------------------------------
Debtor: XO Communications, Inc.
        11111 Sunset Hills Drive
        Reston, VA 20190

Bankruptcy Case No.: 02-12947

Type of Business: XO Communications provides local, long
                  distance, and data services to small and
                  midsize business customers as well as to
                  national enterprise accounts. Through its
                  acquisition of Concentric Network Corp. in
                  June 2000, the company has been able to serve
                  more upscale large accounts with enhanced
                  data services such as Web hosting, virtual
                  private networks, and high-capacity data
                  network services, including dedicated
                  wavelength and Ethernet services.

Chapter 11 Petition Date: June 17, 2002

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtor's Counsel: Matthew Allen Feldman, Esq.
                  Tonny K. Ho, Esq.
                  Willkie Farr & Gallagher
                  787 Seventh Avenue
                  New York, NY 10019-6099
                  (212) 728-8000
                  Fax : (212) 728-8111

Total Assets: $5,704,497,000 (as of March 31, 2002)

Total Debts: $5,819,436,000 (as of March 31, 2002)

Debtor's 30 Largest Unsecured Creditors:

Entity                       Nature of Claim      Claim Amount
------                       ---------------      ------------
HSBC BANK USA                    Indenture        $665,767,488
ISSUER SERVICES                  Trustee for
ATTN: MR. RUSS PALADINO,         the 10-3/4%
   VICE PRESIDENT                Senior Notes
452 FIFTH AVE.                   due 2009
NEW YORK, NY 10018
TEL: 212-525-1324
FAX: 212-525-1366

HSBC BANK USAB                   Indenture        $587,634,766
ISSUER SERVICES                  Trustee for
ATTN: MR. RUSS PALADINO,         the 9.45%
   VICE PRESIDENT                Senior Discount
452 FIFTH AVE.                   Notes due 2008
NEW YORK, NY 10018
TEL: 212-525-1324
FAX: 212-525-1366

WELLS FARGO BANK MINNESOTA, N.A. Indendure        $543,860,907
ATTN: CRAIG LITSEY,              Trustee for the
   VICE PRESIDENT                5-3/4%
SIXTH STREET AND MARQUETTE AVE.  Convertible
(MAC # N9303-120)                Subordinated
MINNEAPOLIS, MN 55479            Notes due 2009
TEL: 612-667-4160
FAX: 612-667-9825

HSBC BANK USAB                   Indenture        $464,290,612
ISSUER SERVICES                  Trustee for
ATTN: MR. RUSS PALADINO,         the 12-1/4%
   VICE PRESIDENT                Senior Discount
452 FIFTH AVE.                   Notes due 2009
NEW YORK, NY 10018
TEL: 212-525-1324
FAX: 212-525-1366

HSBC BANK USAB                   Indenture        $413,725,114
ISSUER SERVICES                  Trustee for
ATTN: MR. RUSS PALADINO,         the 10-3/4%
   VICE PRESIDENT                Senior Notes
452 FIFTH AVE.                   due 2008
NEW YORK, NY 10018
TEL: 212-525-1324
FAX: 212-525-1366

HSBC BANK USAB                   Indenture        $351,970,777
ISSUER SERVICES                  Trustee for
ATTN: MR. RUSS PALADINO,         the 12-1/2%
   VICE PRESIDENT                Senior Notes
452 FIFTH AVE.                   due 2006
NEW YORK, NY 10018
TEL: 212-525-1324
FAX: 212-525-1366

HSBC BANK USAB                   Indenture        $339,002,300
ISSUER SERVICES                  Trustee for
ATTN: MR. RUSS PALADINO,         the 12-1/8%
   VICE PRESIDENT                Senior Discount
452 FIFTH AVE.                   Notes due 2009
NEW YORK, NY 10018
TEL: 212-525-1324
FAX: 212-525-1366

HSBC BANK USAB                   Indenture        $331,015,530
ISSUER SERVICES                  Trustee for
ATTN: MR. RUSS PALADINO,         the 10-1/2%
   VICE PRESIDENT                Senior Notes
452 FIFTH AVE.                   due 2009
NEW YORK, NY 10018
TEL: 212-525-1324
FAX: 212-525-1366

HSBC BANK USAB                   Indenture        $327,344,971
ISSUER SERVICES                  Trustee for
ATTN: MR. RUSS PALADINO,         the 9-5/8%
   VICE PRESIDENT                Senior Notes
452 FIFTH AVE.                   due 2007
NEW YORK, NY 10018
TEL: 212-525-1324
FAX: 212-525-1366

HSBC BANK USAB                   Indenture        $238,021,203
ISSUER SERVICES                  Trustee for
ATTN: MR. RUSS PALADINO,         the 9% Senior
   VICE PRESIDENT                Notes due 2008
452 FIFTH AVE.
NEW YORK, NY 10018
TEL: 212-525-1324
FAX: 212-525-1366

HSBC BANK USAB                   Indenture        $119,226,093
ISSUER SERVICES                  Trustee for the
ATTN: MR. RUSS PALADINO,         12-3/4% Senior
   VICE PRESIDENT                Notes due 2007
452 FIFTH AVE.
NEW YORK, NY 10018
TEL: 212-525-1324
FAX: 212-525-1366

NORTEL NETWORKS INC              Trade Debt        $4,830,007
4000 VETERANS MEMORIAL HWY
ATTN: ACCTS RECEIVABLE
BOHEMIA, NY 11716
TEL: 631-285-2000
FAX 631-737-8505

QWEST                            Trade Debt        $3,137,361
120 LENORA STREET 7TH FLOOR
REMITTANCE PMT CTR (BOX 2348)
SEATTLE, WA 98121
TEL: 515-471-0677
FAX: 515-286-6859

LUCENT TECNOLOGIES INC           Trade Debt        $2,500,000
6701 ROSWELL RD NE
MS D3/G2E
ATLANTA, GA 30328
TEL: 404-573-5226
FAX: 404-573-6562

COVAD COMMUNICATIONS COMPANY     Trade Debt        $2,411,656
ATTN: CONTRACTS DEPT.
2330 CENTRAL EXPRESSWAY
SANTA CLARA, CA 95050
TEL: 408-844-7500
FAX: 408-616-6501

MCI WORLDCOM INC                 Trade Debt        $1,700,000
ATTN: KIRK MASSEY
211 SHERRY ROAD
LABADIE, MO 63055
TEL: 800-510-8649 x2124
FAX: 918-590-5600

AT&T                             Trade Debt        $1,293,879
ATTN: ANGELA JONES
3301 NE 32ND AVE #604
FT. LAUDERDALE, FL 33308
TEL: 800-251-0103 x6159
FAX: 723-805-6084

WILLIAMS COMMUNICATIONS          Trade Debt        $1,103,651
   SOLUTIONS LLC
ATTN: CONTRACTS DEPT.
19111 DALLAS PKY
DALLAS, TX 75287
TEL: 972-349-5242
FAX: 972-349-5290

TOUCH AMERICA                    Trade Debt        $1,011,399
ATTN: CONTRACTS DEPT.
8450 E. CRESCENT PARKWAY
GREENWOOD VILLAGE, CO 80111
TEL: 720-493-2727
FAX: 720-493-3055

BELL SOUTH TELECOMMUNICATIONS    Trade Debt          $963,872
ATTN: DEBBIE MINTER
250 WILLIAMS STREET NW SUITE 5020
ATLANTA, GA 30303
TEL: 877-542-0511
FAX: 404-829-1410

GENTNER COMMUNICATIONS            Trade Debt         $677,357
ATTN: AMANDA FREER
1825 RESEARCH WAY
SALT LAKE, UT 84119
TEL: 801-974-3650
FAX: 801-977-0087

PACIFIC BELL                     Trade Debt          $618,582
ATTN: CONTRACTS DEPT.
14709 VAN NUYS ROOM 218
VAN NUYS, CA 94070
TEL: 818-373-5947
FAX: 818-909-7708

GE CAPITAL                       Trade Debt          $560,855
ATTN: CONTRACTS DEPT.
220 GIRARD STREET
GAITHERSBURG, MD 20884-6004
TEL: 877-874-4390
FAX: 859-815-2938

REGULUS                          Trade Debt          $447,155
ATTN: HEATHER LAIRD
6945 NORTH PARK BLVD
CHARLOTTE, NC 28202
TEL: 704-921-7980
FAX: 704-921-7921

MICROSOFT CORPORATION            Trade Debt          $368,919
ATTN: LOUIE LAMOURE
6100 NEIL ROAD STE 210
RENO, NV 89511-1137
TEL: 775-823-1137
FAX: 775-826-7287

CISCO SYSTEMS INC                Trade Debt          $301,813
ATTN: ACCT RECEIVABLE
1450 NORTH MCDOWELL BLVD
PETALUMA, CA 94965-6515
TEL: 707-793-9055
FAX: 707-793-9057

AVCOM TECHNOLOGIES INC           Trade Debt          $181,931
1245 4TH AVE S.
SEATTLE, WA 98134
ATTN: LAURA GRIFFEN
TEL: 206-762-4000 X105
FAX: 206-762-2400

BUSINESS EDGE SOLUTIONS          Trade Debt          $168,422
ATTN: CONTRACTS DEPT.
1600 SPRING HILL ROAD
VIENNA, VA 22182
TEL: 703-217-4385
FAX: 703-733-0218

WAHLSTROM/PHILADELPHIA           Trade Debt          $167,260
ATTN: CONTRACTS DEPT.
111 SOUTH INDEPENDENCE MALL EAST
PHILADELPHIA, PA 19106
TEL: 215-351-0470
FAX: 215-351-0478

NEXTEL COMMUNICATIONS            Trade Debt          $167,000
ATTN: MARK BEECY
2003 EDMUND HALLEY DR
RESTON, VA 20191
TEL: 703-433-8305
FAX: 703-433-8312

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

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

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

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

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

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

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

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

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

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

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