TCR_Public/020619.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, June 19, 2002, Vol. 6, No. 120

                          Headlines

360NETWORKS: Asks Court to Extend Rule Removal Period to Oct. 22
360NETWORKS: Continues to Defer Publishing Financial Results
ANC RENTAL: Wins Approval to Consolidate Ops. at Tampa Airport
AAMES FIN'L: Moody's Hatchets Junk Sr. Debt Rating Down a Notch
ACKERLEY: S&P Ups Rating to BB+ After Clear Channel Acquisition

ADELPHIA BUSINESS: EYCF Serving as Committee's Financial Advisor
AMERISTAR CASINOS: Amends $374.5MM Senior Credit Facility
ANCHOR GAMING: Commences Cash Tender Offer for All 9-7/8% Notes
ANGEION CORP: Files Chapter 11 Petition to Effect Debt Workout
AQUILA INC: Plans to Raise $900MM by Equity and Debt Offerings

ATLANTIC COAST: Appoints Caroline Devine to Board of Directors
BOOTS & COOTS: AMEX Accepts Plan to Meet Listing Requirements
BURLINGTON: Court Okays Proposed Uniform Property Sale Protocol
CANDLEWOOD HOTEL: Falls Short of Nasdaq SmallCap Requirements
COMDISCO INC: Court Sets Confirmation Hearing for July 30, 2002

COMMODORE APPLIED: Time to Meet AMEX Listing Criteria Extended
COVANTA ENERGY: Wants More Time to Remove Actions Until Jan. 4
DESA HOLDINGS: Looks to Berenson Minella for Financial Advice
EMERALD CASINO: IL City Files Involuntary Bankruptcy Petition
ENRON CORP: Fee Committee Taps Howard L. Klein as Fee Analyst

ENRON: Energy Services Unit Settles Dispute with Packaged Ice
ESTATION NETWORK: Peter Edwards Steps-Down as President and CEO
EXIDE: Has Until Dec. 11, 2002 to Make Lease-Related Decisions
EXIDE TECH: Renews Pact with Canadian Tire to Supply Batteries
EXODUS COMMS: UST Wants PwC to Identify Parties-In-Interest

FMC CORP: Expresses Disappointment over Moody's Rating Downgrade
FANNIE MAY: Seeks Nod to Pay $4.2 Mill. Critical Vendors' Claims
FEDERAL-MOGUL: Court Okays Garden City Group as Claims Agents
FLAG TELECOM: Unit Inks Multi-Year Services Pact with KRLine
FLEMING: Sells $200MM 9-1/4% Senior Notes via Public Offering

FORMICA CORPORATION: Obtains $77.8 Million DIP Financing
GLOBAL CROSSING: Retains Plan Filing Exclusivity Until Sept. 15
GLOBAL CROSSING: Bidding Deadline Extended Until July 11, 2002
GRAHAM PACKAGING: S&P Rates $700 Million Credit Facility at B
HUNTSMAN CORP: Reaches Debt Restructuring Pact with CSFB Global

IT GROUP: ARI Technologies Seeks Stay Relief to Pursue Claims
IT GROUP: Court Fixes July 15, 2002 Bar Date for Proofs of Claim
ITC DELTACOM: Grace Period on Bond Default Passes in Silence
INTEGRATED HEALTH: Gets Court's Nod to Employ American Appraisal
ISLE OF CAPRI: Posts Improved Fourth Quarter Financial Results

KAISER ALUMINUM: Two Debtor-Affiliates Bring-In Professionals
KAISER ALUMINUM: Clark Public Will Take Action to Pursue Claim
KMART CORP: Pepsi Cola Seeks Stay Relief to Effect $21MM Setoff
KOMAG INC: Board Appoints William Hammack as Vice President, HR
KOMAG INC: Proposes to Issue 12% Pay-In-Kind Notes Under Plan

LAND O'LAKES: Commences Private Exchange Offer for 8.75% Notes
LODGIAN INC: Capital Company Consents to Cash Collateral Use
MEMC ELECTRONIC: Special Shareholders' Meeting Set for July 10
MARINER POST-ACUTE: S&P Rates MHC's Senior Sub. Notes at B-
METROCALL: Files Prepackaged Plan & Disclosure Statement in Del.

NATIONSRENT: Fleet Agrees to Let Committee Investigate its Liens
NEOTHERAPEUTICS: Fails to Meet Nasdaq Min. Listing Requirements
NETWORK ACCESS: Look for Schedules and Statements on July 5
NEXTMEDIA OPERATING: S&P Concerned About Credit Measure Weakness
OWENS CORNING: Gets Okay to Set-Off Debts with Johns Manville

PACIFIC GAS: Intends to Defray Hamilton FERC License Expenses
PSINET INC: Selling WordPay Shares to RBS Advanta for $9.5 Mill.
SAFETY-KLEEN: Wins OK to Preserve Avoidance Actions for 180 Days
SAFETY-KLEEN: Court OKs Chemical Services Sale to Clean Harbors
STONE CONTAINER: S&P Assigns B Rating to $400 Mill. Senior Notes

TYCO: Raychem's 7.2% Notes Dropped to Below Investment Grade
TYCO INT'L: Takes Actions to Streamline Corporate Operations
TYCO INT'L: Will Pay Shareholders' Quarterly Dividend on Aug. 1
UBICS INC: Nasdaq Approves Listing Transfer to SmallCap Market
US PLASTIC LUMBER: Amends Agreement to Sell Clean Earth to CEI

UNIFORET INC: Obtains CCAA Protection Extension in Canada
VELOCITA CORP: Secures Nod to Hire Ravin Greenberg as Co-Counsel
VIALINK COMPANY: Continues H.C. Wainwright Engagement as Advisor
WSR CORP: Court to Consider Liquidating Chap. 11 Plan on June 27
WEST JEFFERSON: Files Voluntary Chapter 9 Petition in Alabama

WHEELING-PITTSBURGH: Dedicates No. 2 Paint Line at WV Facility
WORLD AIRWAYS: Appealing Nasdaq Staff Delisting Determination
WORLDCOM INC: Says Qwest is "Asking Far Too Much, Way Too Soon"
WORLDCOM INC: S&P Hatchets Corp. Credit Rating to B from BB

XO COMMS: Overview of Dual-Track Chapter 11 Reorganization Plan
ZIFF DAVIS: Senior Bank Lenders Agree to Amend Credit Facility

* Holly Etlin Joins Crossroads as Principal in New York Office
* O'Melveny & Myers LLP Names Bruce Boulware as New COO

* Meetings, Conferences and Seminars

                          *********

360NETWORKS: Asks Court to Extend Rule Removal Period to Oct. 22
----------------------------------------------------------------
360networks inc. and its debtor-affiliates ask the Court's
authority to further extend by 120 days the period during which
they may seek to remove civil actions.  This period otherwise
expires on June 24, 2002.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher, in New York,
states that, if granted, the Debtors' request would extend the
time by which they may file notices of removal respecting civil
actions pending on the Petition Date, until the later to occur
of:

    (a) October 22, 2002; or

    (b) that day, which is 30 days after entry of an order
        terminating the automatic stay with respect to the
        particular action sought to be removed.

Mr. Lipkin explains that the Debtors are currently party to
approximately 40 State Court Actions.  The extension sought
would provide the Debtors with additional time to make informed
decisions concerning removal of State Court Actions without
prematurely waiving the automatic stay and assure the Debtors do
not forfeit valuable rights.

Mr. Lipkin assures the Court that the rights of the Debtors'
adversaries would not be prejudiced by an extension. (360
Bankruptcy News, Issue No. 25; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


360NETWORKS: Continues to Defer Publishing Financial Results
------------------------------------------------------------
360networks continues to defer the issuance of its 2001 annual
and first quarter 2002 financial results, and the related
management's discussion and analysis. The statements were due on
May 21, 2002 and May 30, 2002 respectively.

As announced previously, the company continues to develop a plan
of reorganization with its senior bank lenders and unsecured
creditors. Until a plan is finalized, 360networks is unable to
complete the applicable financial statements and related
documents.

360networks is complying with the provisions of the Alternate
Information Guidelines contained in the Ontario Securities
Commission Policy 57-603, which includes issuing a default
status report every two weeks.

Monthly reports filed by the Canadian court-appointed Monitor
about 360networks' operations, finances and restructuring
efforts are available in the Restructuring section of the
company's Web site at http://www.360.net

360networks offers optical network services to
telecommunications and data communications companies in North
America. The company's optical mesh fiber network spans
approximately 40,000 kilometers (25,000 miles) in the United
States and Canada.

On June 28, 2001, the company and several of its operating
subsidiaries voluntarily filed for protection under the
Companies' Creditors Arrangement Act (CCAA) in the Supreme Court
of British Columbia. Concurrently, the company's principal U.S.
subsidiary, 360networks (USA) inc., and 22 of its affiliates
voluntarily filed for protection under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the Southern
District of New York. In October 2001, four operating
subsidiaries that are part of the 360atlantic group of companies
also voluntarily filed for protection in Canada. Insolvency
proceedings for several subsidiaries of the company have been
instituted in Europe and Asia.


ANC RENTAL: Wins Approval to Consolidate Ops. at Tampa Airport
--------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates sought and
obtained Court authorization for them to reject the National
Concession Agreement and to assume the Alamo Permit and the
Alamo Lease and assign them to ANC.  The agreements were
respectively entered into by National and the Hillsborough
County Aviation Authority that are under control of the Tampa
International Airport in Tampa, Florida.

These agreements do not prohibit dual branding by the
concessionaire and is expected to result in significant cost
savings for the Debtors over the short and the long term.  As of
the date of the Motion, National owes the airport authority
$209,950.68 in prepetition expenses and $23,392.57 in
postpetition expenses.  In addition, Alamo owes the Authority
$346,016.85 in prepetition expenses and $14,243.95 in post-
petition expenses.

Upon approval of the motion, the airport authority will make a
claim against the performance bond posted by National pursuant
to the National Concession Agreement.  The claim will be for the
prepetition amounts outstanding under the National Concession
Agreement.  Upon satisfaction of the claim, the airport
authority will promptly release and return to National the
Performance Bond, marked "cancelled."  In addition, the Debtors
will pay any postpetition debt outstanding to the Authority
arising pursuant to the National Concession Agreement.

Mark J. Packel, Esq., at Blank Rome Comisky & McCauley LLP in
Wilmington, Delaware, tells the Court the relief requested is in
the best interest of the Debtors because it will result in
savings of over $6,190,000 per year in fixed facility costs and
other operational cost savings. (ANC Rental Bankruptcy News,
Issue No. 14; Bankruptcy Creditors' Service, Inc., 609/392-0900)


AAMES FIN'L: Moody's Hatchets Junk Sr. Debt Rating Down a Notch
---------------------------------------------------------------
Moody's Investors Service took several rating actions on Aames
Financial Corporation. The investors service lowered the
company's Senior Debt Rating to Caa3 from Caa2. It also affirmed
its Ca rating on Aames' Subordinated Debenture. Rating outlook
stays at negative.

It is Moody's belief that potential loss severity to senior
unsecured bondholders would increase after Aames started its
previously announced exchange offer of its outstanding 5.5%
convertible subordinated debentures due 2006.

The company's liquidity and financial flexibility remain
constrained. It appears that Aames may have difficulty obtaining
the necessary resources to pay for its approximately $150
million unsecured senior debt maturing on November 15, 2003. It
also has short-term warehouse facilities with financial
covenants maturing before October 2003 and which critically
needed to be renewed to maintain its limited financial
flexibility.

Aames Financial Corporation, a consumer finance company
primarily engaged in subprime home equity lending, had $2.4
billion of total serviced loans as of March 31, 2002.


ACKERLEY: S&P Ups Rating to BB+ After Clear Channel Acquisition
---------------------------------------------------------------
Standard & Poor's raised its subordinated debt rating for
Ackerley Group Inc. to double-'B'-plus from triple-'C'-plus and
removed it from CreditWatch where it was placed on October 8,
2001. At the same time, the single-'B' long-term corporate
credit rating on Seattle, Washington-based Ackerley was
withdrawn. The actions followed the company's acquisition by
Clear Channel Communications Inc. (BBB-/Negative/--).

The acquisition included the assumption by Clear Channel of
about $290 million of Ackerley debt. Ackerley is a diversified
media company with interests in outdoor advertising and
television and radio broadcasting.


ADELPHIA BUSINESS: EYCF Serving as Committee's Financial Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Adelphia
Business Solutions, Inc. obtained Court approval to retain Ernst
& Young Corporate Finance LLC (EYCF), an affiliate of Ernst &
Young, LLP, a separate legal entity, nunc pro tunc to April 8,
2002 as its financial advisors.

The Committee anticipates that EYCF will:

A. analyze the current financial position of the Debtors;

B. analyze the Debtors' business plans, cash flow projections,
   Restructuring programs, and other reports or analyses
   prepared by the Debtors or their professionals in order to
   advise the Committee on the viability of the continuing
   operations and the reasonableness of projections and
   underlying assumptions;

C. analyze the financial ramifications of proposed transactions
   for which the Debtors seek Bankruptcy Court approval
   including, but not limited to, DIP financing,
   assumption/rejection of contracts, assets sales, management
   compensation and/or retention and severance plans;

D. analyze the Debtors' internally prepared financial statements
   and related documentation, in order to evaluate the
   performance of the Debtors as compared to its projected
   results on an ongoing basis;

E. attend and advise at meetings with the Committee, its
   counsel, other financial advisors, and representatives of the
   Debtors;

F. assist and advise the Committee and its counsel in the
   development, evaluation and documentation of any plan(s) of
   reorganization or strategic transaction(s), including
   developing, structuring and negotiating the terms and
   conditions of potential plan(s) or strategic transaction(s)
   and the consideration that is to be provided to unsecured
   creditors thereunder;

G. prepare hypothetical orderly liquidation analyses;

H. render testimony in connection with procedures (A) through
   (C) above, as required, on behalf of the Committee; and

I. provide such other services, as requested by the Committee
   and agreed by EYCF;

EYCF's compensation will include both monthly advisory fees and
a success fee which is based on 1% of the value of the aggregate
consideration to be distributed to the Debtors' general
unsecured creditors.  The EYCF Monthly Advisory Fee is $175,000
per month for the first three months and $125,000 per month
thereafter. Upon this Court's approval and subject to
confirmation of a plan of reorganization, EYCF shall be entitled
to request the Success Fee, provided however, that such fee will
be a minimum of $250,000 and a maximum of $750,000.  25% of the
Monthly Advisory Fees will be treated as a credit in the
calculation of the Success Fee. (Adelphia Bankruptcy News, Issue
No. 7; Bankruptcy Creditors' Service, Inc., 609/392-0900)


AMERISTAR CASINOS: Amends $374.5MM Senior Credit Facility
---------------------------------------------------------
Ameristar Casinos, Inc. (Nasdaq: ASCA) has amended the credit
agreement governing its $374.5 million senior credit facilities
to significantly reduce its borrowing costs and to improve its
flexibility through the relaxation of a number of covenants
included in the agreement.

The primary elements of the amendment include:

     -- a reduction in the applicable interest rate margin on
        all loans;

     -- the consolidation of the term loan C into the term
        loan B;

     -- a further reduction in the applicable interest rate
        margin for the term loan B upon an improvement in the
        Company's credit rating, or if the Company's leverage
        ratio falls below 3.50:1;

     -- increased flexibility for capital expenditures
        generally, including an increase in the basket
        applicable to the new St. Charles facility to
        accommodate the expanded scope of that project;

     -- the extension and expansion of the "greenshoe" for
        additional credit commitments; and

     -- significant increases in various covenant allowances.

"This amendment signifies the market's recognition of our strong
performance and the substantial steps we have taken to improve
our liquidity and balance sheet," said Thomas M. Steinbauer, the
Company's Senior Vice President and Chief Financial Officer. "We
have successfully executed on our commitment to reduce the
Company's debt levels, even as we complete substantial capital
improvement projects that will help grow the Company's earnings
in future periods."

The Company paid an amendment fee of 25 basis points, or $0.9
million, in connection with the amendment. Based on the expected
net savings of approximately $2 million annually as a result of
the amendment, the Company should recoup the amendment fee in
approximately six months.

Ameristar Casinos, Inc. is an innovative, Las Vegas-based gaming
and entertainment company known for its distinctive, quality
conscious hotel-casinos and value orientation. Led by President
and Chief Executive Officer Craig H. Neilsen, the organization's
roots go back nearly five decades to a tiny roadside casino in
the high plateau country that borders Idaho and Nevada. Publicly
held since November 1993, the Company owns and operates six
properties in Missouri, Iowa, Mississippi and Nevada, two of
which carry the prestigious American Automobile Association's
Four Diamond designation. Ameristar's Common Stock is traded on
the Nasdaq National Market System under the symbol: ASCA.

Ameristar Casinos' March 31, 2002 balance sheet shows that the
company has a working capital deficit of about $25 million.

Visit Ameristar Casinos' Web site at
http://www.ameristarcasinos.comfor more information about the
company.


ANCHOR GAMING: Commences Cash Tender Offer for All 9-7/8% Notes
---------------------------------------------------------------
Anchor Gaming announced has commenced a cash tender offer and
consent solicitation for any and all of its outstanding 9-7/8%
Senior Subordinated Notes due 2008 (CUSIP No. 033037AC6).

The tender offer and consent solicitation are made upon the
terms and conditions in Anchor's Offer to Purchase and Consent
Solicitation Statement dated June 17, 2002. The tender offer
will expire at 11:59 p.m., New York City time, on Monday, July
15, 2002, unless extended or terminated by Anchor. The consent
solicitation will expire at 5:00 p.m., New York City time, on
Friday, June 28, 2002, unless extended.

The total consideration offered in the tender offer and the
consent solicitation will be determined two business days prior
to the expiration date of the tender offer based on a fixed
spread of 75 basis points over the yield to maturity on the 6%
U.S. Treasury Note due August 15, 2004, plus accrued and unpaid
interest. The total consideration includes a consent payment of
$30.00 per $1,000 principal amount of the notes payable only to
noteholders tendering their notes and providing their consents
prior to the expiration date of the consent solicitation.

Anchor is seeking consents from the noteholders to certain
proposed amendments to the indenture governing the notes. The
proposed amendments will eliminate substantially all restrictive
covenants in the indenture. Holders cannot tender their notes
without delivering the consent and cannot deliver a consent
without tendering their notes. Holders who tender their notes
after the consent solicitation expiration date will not be
entitled to receive the consent payment.

Payment for validly tendered notes is expected to be made on the
first business day following the expiration date of the offer.

The tender offer is subject to certain conditions, including the
valid tender of notes and delivery of consents by the holders of
at least a majority in aggregate principal amount of the
outstanding notes.

Merrill Lynch, Pierce, Fenner and Smith Incorporated is the
Dealer Manager and Solicitation Agent for the tender offer and
the consent solicitation. Persons with questions regarding the
tender offer and consent solicitation should contact Merrill
Lynch & Co. at (888) 654-8637 or (212) 449-4914. The Information
Agent is D.F. King & Co, Inc. Requests for tender offer and
consent solicitation materials should be directed to the
Information Agent at (800) 431-9643 or (212) 269-5550.

Anchor Gaming is a diversified technology company with
operations around the world. Anchor operates in three
complementary business segments: gaming machines, gaming
operations and gaming systems. The gaming machine segment
focuses on the development and placement of unique proprietary
games. The gaming operations segment operates two casinos in
Colorado, and manages a gaming-machine route in Nevada. The
gaming systems segment provides equipment, and related services
to on-line lotteries, video lotteries, and pari-mutuel
organizations. Anchor Gaming has equipment and systems in
operation in the United States, Canada, Australia, Asia, Europe,
South America, South Africa, and the West Indies.

At September 30, 2001, Anchor Gaming's balance sheet shows a
total shareholders' equity deficit of about $41 million. As
reported in Troubled Company Reporter's January 7, 2002 edition,
Standard & Poor's upgraded the company's senior subordinated
notes rating to BB- from B-.


ANGEION CORP: Files Chapter 11 Petition to Effect Debt Workout
--------------------------------------------------------------
Angeion Corporation (Nasdaq: ANGN) reported that the company and
the holders of the Company's 7-1/2% Senior Convertible Notes,
due April 2003, have reached an agreement under which the
$20,198,000 in outstanding notes, plus accrued interest of
approximately $1.0 million, will be converted into common stock
of the Company. Immediately after the conversion, the
noteholders as a group will own 95% of the Company's outstanding
stock and current shareholders of the Company will own 5% of the
Company's outstanding stock. Current shareholders will also be
issued five-year warrants to purchase one additional share for
each share that they are issued in the conversion.

The Company reported that the transaction is being implemented
as a Chapter 11 Bankruptcy filing for the purpose of enabling
the Company and the noteholders to accomplish the restructuring
in a controlled manner and to enable the Company to retain
unimpaired utilization of a net operating loss carryforward of
over $125 million. The filing was done jointly with the
noteholders and includes a jointly submitted Plan of
Reorganization accomplishing the restructuring plan. The filing
is designed to restructure the bond debt in a manner that
affects only Angeion Corporation, but not its Medical Graphics
subsidiary. Angeion expects no impact on its day-to-day
operations, or the trade creditors, customers or employees of
its Medical Graphics subsidiary and its New Leaf health and
fitness products business.

Richard Jahnke, Angeion's president and chief executive officer,
stated, "This restructuring is expected to leave the Company
with a solid balance sheet with no debt. It will remove any
uncertainty with respect to how the notes will be repaid and
what impact that might have had on our operating businesses. The
combination of eliminating the interest payments together with
the improved operating results and positive cash flow at the
core Medical Graphics business, puts us in the position of being
able to focus on growing for the future." Mr. Jahnke noted that
the Plan will be subject to final Bankruptcy Court approval and
that the percentage allocated to the noteholders and
shareholders could be subject to adjustment for any other
liabilities that may be determined in the Bankruptcy.

Jahnke also noted that the agreement represents a strong vote of
confidence by the noteholders in the New Leaf health and fitness
products business. "We have made significant progress in the
launch phase of our New Leaf Personal Exercise System for the
cardiac rehabilitation, disease prevention, fitness club and
weight loss markets. We are delighted that the noteholders are
excited about the potential of this new product and we look
forward to reporting our roll out progress going forward,"
Jahnke concluded.

Founded in 1986, Angeion Corporation acquired Medical Graphics -
- http://www.medgraphics.com-- in December 1999. Medical
Graphics develops, manufactures and markets non-invasive cardio-
respiratory diagnostic systems and related software for the
management and improvement of cardio-respiratory health. The
Company has also introduced a line of health and fitness
products, many of which are derived from Medical Graphics' core
technologies. These products, marketed under the New Leaf Health
and Fitness Brand -- http://www.newleaf-online.com-- help
consumers effectively manage their weight and improve their
fitness. They are marketed to the consumer primarily through
health and fitness clubs and cardiac rehabilitation centers.


AQUILA INC: Plans to Raise $900MM by Equity and Debt Offerings
--------------------------------------------------------------
Aquila, Inc. (NYSE:ILA) announced a comprehensive strategic and
financial repositioning designed to address the current dynamic
conditions in both the energy and capital markets.

The three-part plan includes:

     (1) a reduction in exposure to its wholesale energy
services business in response to the increased cost of capital
for that business;

     (2) an anticipated $.50 per share reduction in the annual
common dividend to a new rate of $.70 per share in order to
appropriately match fixed charges with regulated and asset-based
earnings; and

     (3) the issuance of $900 million of new equity and debt
securities in order to balance the capital structure and satisfy
the company's remaining 2002 liquidity needs, including the
funding of previously announced acquisitions.

As a result of the repositioning, Aquila is reducing its
guidance for full year 2002 operating earnings to a range of
$1.30 - $1.40 per share (excluding anticipated non-recurring
charges), with more than 95 percent of these earnings expected
from regulated and asset-based businesses.

         Reducing Exposure to Wholesale Energy Services

Aquila has changed the focus of its wholesale energy services
business in response to the current high cost of capital for
that business. The company is reducing its Value at Risk (VaR)
from $15 million to less than $5 million, limiting the overall
targeted capital allocation to that business to less than $150
million and resizing the workforce. The company remains
optimistic regarding the long-term value creation opportunities
for its restructured wholesale energy services. Aquila is
actively pursuing several strategic alternatives in order to
maximize the shareholder value of this platform.

To carry out this part of its repositioning, Aquila has retained
The Blackstone Group to identify potential transactions and
partners for its wholesale energy services business. Blackstone
is a leading global investment and advisory firm based in New
York.

"In the current environment, we believe the best way to preserve
and increase value for our shareholders is to pursue a new
structure for our wholesale energy services business with a much
lower risk profile," said Robert K. Green, Aquila president and
chief executive officer.

                    Restructuring the Dividend

Sunday, Aquila's Board of Directors indicated that it expects to
reduce the annual common dividend payable to shareholders by
$.50 per share, from $1.20 per share to $.70 per share.

"This is a difficult decision," Green said, "and while we
appreciate the importance of current income to our shareholders,
within the context of this repositioning the reduced earnings
projection reflects the decline in earnings from the wholesale
energy services business, as well as anticipated dilution from
the issuance of additional common shares and interest costs on
the issuance of debt."

The board's action results from its examination of data on
Aquila's increasing capital and liquidity demands and the impact
of those demands on the company's credit ratings, balance sheet,
earnings, risk profile and dividend policy. Aquila believes that
resizing the dividend to better match fixed charges to its
stable base of earnings from regulated and asset-based
businesses is the prudent course of action. The restructured
dividend will enable the company to continue offering an
attractive current return to its common shareholders while
sizing its payout of regulated and asset-based earnings in a
manner consistent with industry norms.

               Balancing the Capital Structure
                and Satisfying Liquidity Needs

Aquila plans to announce securities offerings totaling $900
million of equity and debt. The offerings will complete all of
the company's 2002 capital market funding requirements. Proceeds
of the offerings are intended to be used to refinance 2002 debt
maturities and provide permanent funding for the Midlands and
Cogentrix acquisitions.

          Guidance for the Repositioned Enterprise

As a result of the repositioning, Aquila is reducing its
guidance for full-year 2002 operating earnings to $1.30 - $1.40
per share (excluding anticipated non-recurring charges). The
reduction in guidance reflects lower expected earnings from the
wholesale energy services business, anticipated dilution from
the issuance of additional common shares and higher interest
expense on the issuance of debt. Aquila expects that more than
95 percent of 2002 operating earnings will come from stable
regulated and asset-based businesses.

               Update on Project BBB+/Baa1

Aquila has been aggressively focusing its efforts on reducing
costs and pursuing the sale of non-strategic assets as part of
its "Project BBB+/Baa1," which is a program begun early this
year to improve its credit rating and strengthen its balance
sheet and more recently to meet credit rating agencies' more
stringent credit metrics requirements. Aquila's strategic and
financial repositioning plans were fully discussed with each of
its rating agencies on June 14, 2002 and reflect a significant
step towards enhancing the company's credit standing and future
prospects.

"We remain steadfastly committed to maintaining investment grade
ratings while supporting a recovery in our stock price," said
Green. "All of our recent actions to improve the balance sheet
and strengthen liquidity have been based on that commitment. Our
balance sheet and cash flow from asset-based businesses remain
very strong," Green said. "We expect our new posture concerning
the wholesale energy services business to improve our credit
rating picture."

To date more than $101 million in cost savings have been
identified and secured and the company has announced plans to
sell $1 billion in non-strategic assets by year-end to reduce
debt and operating costs. Last week Aquila initiated a sale
process for New Zealand-based UnitedNetworks, the largest
distribution company in New Zealand, 55 percent-owned by Aquila.

Based in Kansas City, Missouri, Aquila operates electricity and
natural gas distribution networks serving more than six million
customers in seven states and in Canada, the United Kingdom, New
Zealand and Australia. It also provides risk management products
and wholesale energy services. At March 31, 2002, Aquila had
total assets of $12.3 billion. More information is available at
http://www.aquila.com

The debt securities will be offered only to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act of 1933. The debt securities have not been 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 registration requirements. This press release does not
constitute an offer to sell or the solicitation of any offer to
buy the debt securities.

As March 31, 2002, Aquila's balance sheet shows that the company
has a working capital deficit of about $1.4 billion.


ATLANTIC COAST: Appoints Caroline Devine to Board of Directors
--------------------------------------------------------------
Atlantic Coast Airlines Holdings, Inc. (Nasdaq: ACAI), parent of
Atlantic Coast Airlines (ACA), which operates in the Eastern and
Midwestern United States as United Express, and as part of the
Delta Connection program in the Eastern U.S. and Canada,
announced the appointment of Caroline M. "Maury" Devine to its
Board of Directors.

Ms. Devine is currently a Fellow at Harvard University's Belfer
Center for Science and International Affairs, and has a
distinguished background with the Mobil Corporation -- including
a term as Corporate Secretary -- as well as considerable
experience in government affairs.

She joined Mobil in 1988, and spent 12 years with the company in
a number of senior positions including four years as President
and Managing Director of Mobil Corporation's (now ExxonMobil
Corporation's) Norwegian affiliate, and almost two years as
Secretary of the Corporation.  She also held management
positions with the U.S. Department of Justice under its Drug
Enforcement Administration program, and was a member of the
Domestic Policy Staff at The White House. Ms. Devine is also a
member of the Council on Foreign Relations, the Board of
Directors of the Norwegian multinational corporation DNV, the
Board of the Friends of the Corcoran Museum of Art and the
Advisory Boards of the National Foreign Language Center and the
Georgetown Center for Liturgy.

In announcing the appointment, ACA Chairman and Chief Executive
Officer Kerry Skeen said, "We are honored to welcome Maury
Devine to our Board.  She brings an extraordinary breadth of
experience and leadership which we expect to be a great asset to
the continued future growth of Atlantic Coast Airlines."

ACA has a fleet of 125 aircraft -- including 95 regional jets --
and offers approximately 800 daily departures, serving 67
destinations in the U.S. and Canada.  The company employs over
4,400 aviation professionals.

                         *    *    *

As reported in the November 1, 2001 edition of Troubled Company
Reporter, Standard & Poor's affirmed its ratings on Atlantic
Coast Airlines Holdings Inc. and removed them from CreditWatch,
where they were placed Sept. 13, 2001. The ratings were
subsequently lowered to current levels on Sept. 20, 2001.

The outlook is negative.

                     Ratings Affirmed

                                                        Rating
Atlantic Coast Airlines Holdings Inc.
Corporate credit rating                                B-
Equipment trust certificates
$24.734 mil 7.35% pass-thru ser 1997-1B due 2011       BB
$57.714 mil 7.2% pass-thru ser 1997-A due 2014         BBB+
$23.333 mil 8.75% pass-thru ser 1997-1C due 2007       B+

The rating action, S&P said, was based on the company's
continuing relatively strong performance, despite a very adverse
airline industry environment. Atlantic Coast operates two
regional airlines that offer feeder service for both United Air
Lines Inc. and Delta Air Lines Inc., primarily along the East
Coast and in the Midwest and Canada, under fee-per-departure
agreements.


BOOTS & COOTS: AMEX Accepts Plan to Meet Listing Requirements
-------------------------------------------------------------
Boots & Coots International Well Control, Inc. (Amex: WEL),
announced that its plan to regain compliance with the continued
listing standards of the American Stock Exchange (Amex) had been
accepted.

As reported in the Company's recent Form 10-K filed on March 28,
2002, Amex informed the Company that it had until April 15,
2002, to submit a reasonable plan to regain compliance with
Amex's continued listing standards on or before December 31,
2002. The plan was to contain interim milestones for the Company
to meet to remain listed. Amex indicated that it may take action
to delist the Company's common stock if it failed to submit a
plan acceptable to Amex, failed to meet milestones established
in the plan or failed to obtain compliance with the continued
listing standards by December 31, 2002. The Company submitted
its plan to Amex on April 12, 2002, and was informed of its
acceptance by letter dated June 7, 2002. The acceptance of the
plan provides an extension of time for the Company to regain
compliance with the continued listing standards.

Recently announced restructuring initiatives have already begun
to be implemented by the Company and are expected to positively
impact the compliance plan. The Company is in the process of
preparing an amendment to the plan to take these developments
into consideration. The Company intends to update the Amex with
regard to further details on the restructuring initiatives
within the next ten days.

               Amex Continued Listing Standards

Amex continued listing standards require that listed companies
maintain stockholders' equity of $2,000,000 or more if the
company has sustained operating losses from continuing
operations or net losses in two of its three most recent fiscal
years or stockholders' equity of $4,000,000 or more if it has
sustained operating losses from continuing operations or net
losses in three of its four most recent fiscal years.

As of March 31, 2002, Boots & Coots had stockholders' equity
deficit of $6,242,000 and had incurred net losses from
continuing operations during the fiscal years ended December 31,
1999 and 2000.

Boots & Coots International Well Control, Inc., Houston, Texas,
is the global emergency response company that specializes,
through its Well Control unit, as an integrated, full-service,
emergency-response company with the in-house ability to provide
its expanded full-service prevention, response and restoration
capabilities to the global needs of the oil and gas and
petrochemical industries, including, but not limited to, oil and
gas well blowouts and well fires as well as providing a complete
menu of non-critical well control services. The Company also
responds to marine oil spills and emergencies, refinery,
pipeline, manufacturing and transportation emergencies,
inclusive of hazardous material handling.


BURLINGTON: Court Okays Proposed Uniform Property Sale Protocol
---------------------------------------------------------------
Burlington Industries, Inc., and its debtor-affiliates obtained
Court's authority to establish procedures by which they may
consummate sales of certain real property.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, relates that the Debtors have not used the
properties comprised of closed facilities for some time.
Nevertheless, the Debtors have been forced to incur tax,
insurance, utility, security and other costs related to the
maintenance of the properties.

According to Mr. DeFranceschi, the Debtors have determined that
the properties are non-core assets of relatively minimal value
and are unnecessary to their reorganization.  Accordingly, the
sale of these properties will permit the Debtors to:

     (i) monetize the value of the properties; and

    (ii) eliminate many if not all of the obligations associated
         with their ownership of the properties.

The main components of the proposed real property sale
procedures are:

     (i) the procedures will only apply to:

         (a) the properties; and

         (b) other parcels of real property owned by the Debtors
             that are added to the list of properties under the
             procedures.

    (ii) permits the Debtors, in their sole discretion, to sell
         the properties by either private sale or auction.

The Debtors have retained Hilco Real Estate to market the
properties such as:

     (i) posting sale signs at several of the properties;

    (ii) distributing flyers regarding the properties to
         thousands of potential purchasers;

   (iii) placing an advertisement for the sale of the properties
         in the Southern Textile News;

    (iv) contacting and responding to calls from brokers,
         economic development agencies and other interested
         parties; and

     (v) posting information regarding the properties on Hilco's
         Web site.

Accordingly, Mr. DeFranceschi asserts that the proposed sale
procedures are permitted because sales of any of the properties
will qualify as sales in arm's length transaction, at fair
market value and for cash in the aggregate amount not to exceed
the limit.

In addition, the Debtors believe that limiting service of the
sale notices to the Notice Parties is justified.  Mr.
DeFranceschi relates that the Notice Parties represent the key
parties in interest who should receive notice of any proposed
sale.  Under the proposed procedures, Sale Notices would be
served on:

     (i) the primary parties representing the interests of
         unsecured creditors of the Debtors' estates;

    (ii) the primary secured creditors in these cases;

   (iii) the other parties with potential interests in the
         assets at issue;

    (iv) the parties to executory contracts and unexpired leases
         proposed to be assumed or assigned, if any; and

     (v) any person or entity that has expressed a bona fide
         interest in purchasing the property or properties that
         are subject of the sale notice.

Mr. DeFranceschi further tells the Court that the sale of
property outside of the ordinary course of business may occur
only after notice and a hearing.  "Such sales are authorized
without an actual hearing, however, if no party in interest
timely requests a hearing," Mr. DeFranceschi adds.

Under the proposed real property sale procedures, properties
encumbered by interests held by other parties may be sold only
if these interests:

     (i) can be extinguished;

    (ii) are waived at the time of the sale;

   (iii) are capable of monetary satisfaction; or

    (iv) the holders of these interests consent to the sale.

Mr. DeFranceschi lists the properties to be sold:

      -- Denton Plant
         1056 Bombay Road
         Denton, North Carolina

      -- Liberty Plant
         East Butler Avenue
         Liberty, North Carolina

      -- Rocky Mountain Warehouse
         Pine Street
         Rocky Mountain, North Carolina

      -- J.C. Cowan Plant
         1181 Old Caroleen Road
         Forest City, North Carolina

      -- Statesville Plant
         201 Phoenix Street
         Statesville, North Carolina

      -- Statesville Warehouse
         1735 Weinig Street
         Statesville, North Carolina

      -- Bishopville Plant
         810 East Church Street
         Bishopville, South Carolina

      -- Johnson City Plant
         2203 McKinley Road
         Johnson City, Tennessee
(Burlington Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

Burlington Industries' 7.25% bonds due 2027 (BRLG27USR1) are
quoted at a price of 16, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BRLG27USR1
for real-time bond pricing.


CANDLEWOOD HOTEL: Falls Short of Nasdaq SmallCap Requirements
-------------------------------------------------------------
Candlewood Hotel Company, Inc. (Nasdaq: CNDL) intends to apply
to list its common stock on the Over the Counter Bulletin Board.
The decision was made following receipt of a notice from The
Nasdaq SmallCap Market that it no longer satisfies the net
tangible assets continued listing requirements of The Nasdaq
SmallCap Market. The Companies securities are anticipated to be
delisted from The Nasdaq SmallCap Market on the close of
business June 19, 2002.

The Company will continue to provide information through filings
with the Securities and Exchange Commission. These filings can
be found at http://www.sec.gov

Candlewood Hotel Company, headquartered in Wichita, Kansas,
owns, operates and franchises Candlewood Suites and Cambridge
Suites - hotel properties that offer high-quality accommodations
for all guests, while catering to mid-market and upscale
business and personal travelers seeking multiple night stays.
Jack DeBoer, Chairman and CEO and founder of Residence Inn,
started Candlewood Hotel Company in late 1995.


COMDISCO INC: Court Sets Confirmation Hearing for July 30, 2002
---------------------------------------------------------------
Comdisco Inc., and its debtor-affiliates obtained Court approval
to:

    (i) establish:

        (a) a record date for voting and solicitation purposes;

        (b) a voting deadline; and

        (c) procedures for requests for temporary allowance of
            certain claims for voting purposes;

   (ii) establish procedures for filing objections to the Plan;

  (iii) approve the procedures and materials to be employed in
        the solicitation of votes; and

   (iv) establish a hearing date to consider the confirmation of
        the Plan.

Thus, the Court fixes July 19, 2002 at 4:00 p.m. as the voting
deadline.

The Confirmation Hearing to consider the merits of the Debtors'
Plan will be on July 30, 2002 at 10:30 a.m. and continued, if
necessary, to July 31, 2002 at 10:30 a.m.

All confirmation objections must be filed and served by 4:00
p.m. on July 16, 2002.  Confirmation objections not timely filed
and served will not be considered.

                     Solicitation Procedures

Logan & Company Inc. will assist with the balloting and
tabulating votes in connection with the Chapter 11 plan process.
The Debtors also intend to employ Innisfree M&A Incorporated as
special notice, balloting, and tabulation agent with respect to
holders of the Debtors' Securities.

Logan and Innisfree will also act as the voting agents for the
solicitation of votes with respect to the Plan.  Accordingly,
the Debtors ask the Voting agents to assist them in:

    (i) mailing solicitation packages,

   (ii) receiving, tabulating, and reporting on ballots cast for
        or against the Plan by holders of claims against and
        interests in the Debtors,

  (iii) responding to inquiries from creditors and stakeholders
        relating to the Plan, the Disclosure Statement, the
        ballots and matters related thereto, including, without
        limitation, the procedures and requirements for voting
        to accept or reject the Plan and for objecting to the
        Plan,

   (iv) soliciting votes on the Plan, and

    (v) if necessary, contacting creditors and equity security
        holders regarding the Plan.

The appropriate ballot forms, as applicable, will be distributed
to holders of Claims in these Classes under the Plan, which are
those Classes entitled to vote to accept or reject the Plan:

Ballot No. 1 - holders of Class C-3 General Unsecured
                Convenience Claims against the Comdisco Debtors;

Ballot No. 2 - holders of Class C-4 General Unsecured Claims
                against the Comdisco Debtors;

Ballot No. 3 - Class C-4 Beneficial Owners of Pre-petition
                Notes;

Ballot No. 4 - Class C-4 Record Holders of Pre-petition Notes;

Ballot No. 5 - holders of Class C-5 Subordinated Claims against
                Comdisco;

Ballot No. 6 - Class C-5 Beneficial Owners of Old Equity;

Ballot No. 7 - Class C-5 Record Holders of Old Equity; and

Ballot No. 8 - holders of Class P-3 General Unsecured Claims
                against the Prism Debtors.

All creditor ballots, other than those being sent to holders of
Securities, will be accompanied by pre-addressed, postage
prepaid return envelopes addressed to the Creditor Voting Agent
at:
           Logan & Company, Inc.
           546 Valley Road, Upper Montclair, New Jersey 07043
           Attn: Comdisco, Inc., et al.

Ballots sent to the holders of Securities will be accompanied by
pre-addressed, postage prepaid return envelopes addressed to
either:

    (a) the holder of record of such beneficial owner or
    (b) if the ballot is pre-validated, the Publicly Traded
        Securities Voting Agent at:

           Innisfree M&A Incorporated
           501 Madison Avenue, 20th floor, New York, NY 10022
           Attn: Comdisco, Inc., et al.

                   Procedures for Vote Tabulation

So as to avoid uncertainty, to provide guidance to the Debtors,
and the Voting Agents, and to avoid the potential for
inconsistent results, the Debtors obtained approval to establish
voting tabulation guidelines:

  (1) If a Claim is deemed Allowed in accordance with the Plan,
      such Claim is Allowed for voting purposes in the deemed
      Allowed amount set forth in the Plan;

  (2) If a Claim for which a proof of claim has been timely
      filed is marked as contingent, unliquidated, or disputed,
      the Debtors propose that such Claim be temporarily Allowed
      for voting purposes only, and not for purposes of
      allowance or distribution, at $1.00;

  (3) If a Claim has been estimated or otherwise Allowed for
      voting purposes by order of the Court, such Claim is
      temporarily Allowed in the amount so estimated or
      Allowed by the Court for voting purposes only, and not for
      purposes of allowance or distribution;

  (4) If a Claim is listed in the Schedules as contingent,
      unliquidated, or disputed and a proof of claim was not:

         (i) filed by the Bar Date, or
        (ii) deemed timely filed by an order of the Bankruptcy
             Code prior to the Voting Deadline,

the Debtors proposed that such Claim be disallowed for voting
purposes and for purposes of allowance and distribution
pursuant to Bankruptcy Rule 3003(c); and


  (5) If the Debtors have served and Filed an objection to a
      Claim at least l0 days before the Confirmation Hearing,
      the Debtors proposed that such Claim be temporarily
      disallowed for voting purposes only and not for the
      purposes of the allowance or distribution, except to the
      extent and in the manner as may be set forth in the
      objection.

As proposed, that these ballots not be counted or considered for
any purpose in determining whether the Plan has been accepted or
rejected:

  (1) Any ballot received after the Voting Deadline unless the
      Debtors have granted an extension in writing of the
      Voting Deadline with respect to such ballot;

  (2) Any ballot that is illegible or contains insufficient
      information to permit the identification of the claimant;

  (3) Any ballot cast by a person or entity that does not hold a
      claim in a class that is entitled to vote to accept or
      reject the Plan;

  (4) Any ballot cast for a claim scheduled as unliquidated,
      contingent, or disputed and for which:

      (a) no proof of claim was timely piled, and
      (b) no Rule 3018(a) Motion has been filed by the Rule
          3018(a) Motion Deadline;

  (5) Any ballot cast in a manner that neither indicates an
      acceptance nor rejection of the Plan or that indicates
      both an acceptance and rejection of the Plan;

  (6) Any ballot submitted by facsimile transmission; or

  (7) Any unsigned ballot. (Comdisco Bankruptcy News, Issue No.
      30; Bankruptcy Creditors' Service, Inc., 609/392-0900)


COMMODORE APPLIED: Time to Meet AMEX Listing Criteria Extended
--------------------------------------------------------------
Commodore Applied Technologies, Inc. (AMEX: CXI), (CXI.WS),
announced that on March 15, 2002, it received notice from the
AMEX Staff indicating that the Company did not meet all of the
Exchange's continued listing standards. The standards that were
not met related to the Company's losses from continuing
operations over five most recent fiscal years and the Company's
failure to meet specified thresholds for shareholders' equity.

The Company was afforded the opportunity to submit a plan of
compliance to the Exchange. On June 10, 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.

Mr. Shelby Brewer, the Company's Chairman and CEO, stated, "As
noted, we are under AMEX scrutiny". Mr. Brewer further stated,
"We have a concrete action plan to bring our company into
compliance with the AMEX listing requirements."

Additionally, the Company announced that the Board of Directors
had elected four new members to the Company's Board, to replace
the recent departures of Mr. Herbert Cohen, Mr. David Mitchell,
Mr. Edward Palmer, and Mr. William Toller.

Mr. Brewer said, "First I want to thank our retiring Board
members, David Mitchell, Ed Palmer, Bill Toller, and Herb Cohen
for their enormous contribution to Commodore during its
formative years, since 1996." Mr. Brewer continued, "The newly-
appointed directors Ambassador William Wilson, Admiral Michael
Kalleres, Dr. Frank Coffman and Mr. James DeAngelis are all
seasoned executives whose breadth of experience should
significantly contribute to Commodore's ultimate turnaround and
success. They are ideally suited, in detail, for leading this
company, and restoring stockholders' value. Each is committed,
competent, aggressive, results-oriented, and each has proven
track records in line management, technology and finance."

Ambassador Wilson served in the U.S. Ordnance Corps during World
War II. His career has spanned manufacturing, real estate,
ranching, oil development, investments, engineering, education,
and diplomacy. He was a member of the Board of Directors of
Pennzoil from 1983 to 1987, and of Jorgensen Steel from 1973 to
1984, and 1986 to 1991. From 1945 to 1955, he was Chairman and
CEO of Web Wilson Oil Tools. In 1972, he was appointed Regent of
the University of California by Governor Ronald Reagan, and in
this capacity took stewardship of the University's contracts to
manage the Department of Energy's weapons laboratories at Los
Alamos, Livermore and Sandia. He served as Regent until 1988.
When Mr. Reagan was elected President of the United States in
1980, Ambassador Wilson was the "dean" of the "kitchen cabinet".
President Reagan appointed Mr. Wilson Ambassador to the Holy
See. Ambassador Wilson was a key figure in President Reagan's
"Star Wars" initiative, widely credited with being a major
element in the end of the Cold War. Ambassador Wilson serves on
numerous community service boards, and has been the recipient of
numerous awards and medals. Ambassador Wilson remains active in
business, ranching and helping small technology companies gain
footing. Ambassador Wilson is a graduate of Stanford University
with a BA in Mechanical Engineering, Class of 1937.

Vice Admiral Kalleres had a distinguished career in the U.S.
Navy, prior to his retirement in 1994. Vice Admiral Kalleres was
Commander of the US Second Fleet and NATO Striking Fleet during
the Desert Storm Engagement 1990-92. He was Commander of the
Military Sealift Command 1992-1994 during the Somalia, Bosnia
and Haiti campaigns.

Vice Admiral Kalleres is the former Chief Financial Director of
Programming and Budget of the US Navy. He has been active in
business since his retirement. He founded Dare to Excel, Inc., a
financial management and consulting firm, and is its President
and CEO. Vice Admiral Kalleres has been awarded two
Distinguished Service Metals. He remains active in national
security policy.

Dr. Frank Coffman is a Senior Vice President and a member of the
Board of Directors of Holmes and Narver.  Dr. Coffman was Deputy
Assistant Secretary of Energy during Dr. Brewer's term as
Assistant Secretary of Energy.  Dr. Coffman was largely
responsible for the passage of the 1982 Waste Management
legislation, which was the foundation for the recent affirmative
action by Congress to designate Yucca Mountain as the U.S. high-
level radioactive repository. After leaving DOE, Dr. Coffman
assumed leadership in the IT Corp. for its federal business
elements, and increased its annual sales from $90 million in
1984 to over $400 million in 1997. After leaving IT Corp. in
1997, Dr. Coffman joined Holmes and Narver, a subsidiary of
AECORP. In his positions with both IT Corp. and Holmes and
Narver service, Dr. Coffman managed nuclear, hazardous, and
mixed waste programs for Federal agencies (Energy and Defense
Departments).  Dr. Coffman earned his Ph.D. in physics from
Vanderbilt in 1970.

Mr. James DeAngelis is the current Chief Financial Officer of
the Company. He has served in this capacity since July 1998.
Prior to his service as the Company's CFO, Mr. DeAngelis was Sr.
VP, Sales & Marketing of Commodore Separations, Inc. Mr.
DeAngelis graduated from the American Graduate School of
International Management (Thunderbird) in 1992 with a Masters
Degree in International Finance.

On another matter, the Company announced that warrants to
purchase Company's common stock issued in the Company's initial
public offering will expire on June 28, 2002, initially due to
expire on June 28, 2001, and were subsequently extended until
June 28, 2002. The warrants of which 5,000,000 are outstanding,
give the holders the right to purchase 1.787 shares of the
Company's common stock at an exercise price of $8.40.

Commodore Applied Technologies, Inc. is a diverse technical
solutions company focused on high-end environmental markets. The
Commodore family of companies includes subsidiaries Commodore
Solution Technologies, Commodore Advanced Sciences and a joint
venture, Nuvoset, LLC. The Commodore companies provide technical
engineering services and patented remediation technologies
designed to treat hazardous waste from nuclear and chemical
sources. More information is available on the Commodore Web site
at http://www.commodore.com


COVANTA ENERGY: Wants More Time to Remove Actions Until Jan. 4
--------------------------------------------------------------
Pursuant to Bankruptcy Rule 9006, Covanta Energy Corporation and
its debtor-affiliates ask the Court to extend the deadline for
which the Debtors may remove approximately 70 civil actions
pending in various forums nationwide to January 4, 2003 or 30
days after entry of an order terminating the automatic stay with
respect to the particular action sought to be removed.

James L. Bromley, Esq., at Cleary, Gottlieb, Steen & Hamilton,
in New York, reports that since the Petition Date, the Debtors
have devoted most of their time in numerous bankruptcy-related
matters, like:

    (a) the initiation of two adversary proceedings,

    (b) the filing of at least 26 motions,

    (c) the preparation of the Schedules that are due to be
        filed on June 14, 2002, and

    (d) the removal of Action with Onondaga County Resources
        Recovery Agency.

So as not to reach a premature or incorrect decision, Mr.
Bromley argues that extension is warranted because the Debtors
need additional time to make an informed decision and to ensure
that they do not forfeit their rights under Section 1452 of the
Judiciary and Judicial Procedures Code.

In any case, Mr. Bromley assures Judge Blackshear, the parties
to the Actions will not be prejudiced because the cases are and
will remain stayed pursuant to Section 362 of the Bankruptcy
Code. (Covanta Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


DESA HOLDINGS: Looks to Berenson Minella for Financial Advice
-------------------------------------------------------------
DESA Holdings Corporation and its debtor-affiliates seek to
retain and employ Berenson Minella & Company as their financial
advisors and investment bankers.

The Debtors say that Berenson has extensive experience in
providing financial advisory and investment banking services in
reorganization proceedings and has an excellent reputation for
the services it has rendered in various chapter 11 cases.

Since November 2001, Berenson has rendered financial advisory
and investment banking services to the Debtors in connection
with their restructuring efforts. This retention has afforded
Berenson a familiarity with the Debtors' operations.

Pursuant to the Berenson Agreement, Berenson Minella will:

     a) provide financial advisory and investment banking
        services in connection with any merger or acquisition
        activity involving any significant acquisition,
        recapitalization and stock repurchase or joint venture;

     b) providing financial advisory and investment banking
        services in connection with a sale, divestiture, or
        spin-off of all or substantially all the stock or assets
        of the Debtors;

     c) evaluating, structuring, negotiating and implementing
        any complete or partial acquisition, refinancing,
        recapitalization, repurchase, restructuring or amendment
        or modification to any long term liabilities of the
        Debtors;

     d) providing general business, financial and investment
        banking analysis, assistance in negotiations and
        assistance with the structuring of transactions;

     e) providing financial advisory services to assist the
        Debtors in the efficient and expeditious administration
        of these estates; and

     f) rendering in the evaluation and analysis if avoidance
        actions.

The types of transaction contemplated by the Debtors' retention
of Berenson include:

          -- merger or acquisition,
          -- a recapitalization,
          -- a stock repurchases or joint venture,
          -- a transaction which materially reduces the Debtors'
             balance sheet indebtedness, or
          -- a transaction in which a reorganization plan is
             confirmed pursuant to the Bankruptcy Code.

At the request of the Debtors, Berenson may provide additional
financial advisory and investment banking services deemed
appropriate and necessary to the benefit of the Debtors'
estates.

The Debtors submit that the services that Berenson will provide
to the Debtors are necessary to enable them to maximize the
value of their estates and to reorganize successfully.

The Debtors have agreed to pay Berenson a fixed monthly fee of
$150,000 plus reimbursement of expenses and other applicable
fees. A success fee shall be payable to Berenson equal to the
greater of:

     i) $1,500,000; or

    ii) 1.25% of the aggregate enterprise value of the Debtors
        at the time of a sale or disposition of substantially
        all of the Debtors' assets or the confirmation of a plan
        for the Debtors' reorganization, if such enterprise
        value is less than or equal to $169 million.

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.


EMERALD CASINO: IL City Files Involuntary Bankruptcy Petition
-------------------------------------------------------------
The city of Rosemont, Illinois, filed a petition in federal
court last Thursday to force Emerald Casino into bankruptcy,
hoping to strip the company of its Illinois gaming license,
according to the Chicago Daily Herald. The petition for
involuntary bankruptcy seeks a takeover of Emerald's assets. The
Herald reported that action seeks to end three years of conflict
surrounding the casino license and to float a riverboat in
Rosemont.  The village led the charge among five creditors who
want the U.S. Bankruptcy Court to make Emerald pay more than $60
million in debts related to the embattled plans to build a
casino in the village, reported the newspaper. The village has
invested more than $40 million into site preparation and other
work in anticipation of a casino. (ABI World, June 17, 2002)


ENRON CORP: Fee Committee Taps Howard L. Klein as Fee Analyst
-------------------------------------------------------------
According to Joseph Patchan, Chairman of the Enron Fee and
Expense Review Committee, a person needs to be added to the
Professional Staff with accounting expertise to assist in the
review of monthly statements and fee applications filed by
accountants, financial and restructuring advisors.

Mr. Patchan notes that the Debtors have retained Ernst & Young
LLP as Accountants, Ernst & Young Corporate Finance as
Restructuring Advisors, and PricewaterhouseCoopers LLP as
Financial Advisors.  "It appears that accountants, financial and
restructuring advisors have the highest billing rates in these
cases," Mr. Patchan observes.

By this application, the Fee Committee asks the Court's
authority to retain Howard L. Klein as Accounting and Financial
Applications Analyst.

Mr. Klein is a forensic accountant with 25 years of accounting
experience.  Mr. Klein was employed by Ernst & Whinney for four
years, but he terminated his employment with Ernst & Whinney 20
years ago, and he has no present connection with any of the
major accounting firms.  "The Fee Committee believes that his
experience with Ernst & Whinney plus his experience as a
forensic accountant and his lack of connections make him an
ideal person to provide the Fee Committee with independent
analysis of the applications of accountants and financial and
restructuring advisors," Mr. Patchan explains.

Mr. Klein's hourly billing rate is $170 per hour.  As a member
of the Professional Staff of the Fee Committee, Mr. Klein will
perform only work that the Fee Committee -- through its Chairman
-- requests him to perform.  "It is the present intention of the
Fee Committee to request Mr. Klein to review the applications
(and perhaps also monthly statements) of Ernst & Young LLP,
Ernst & Young Corporate Finance, and PricewaterhouseCoopers LLP,
at least for the first fee application period," Mr. Patchan
says. If additional accountants and financial advisors are
retained, the Fee Committee may also request that Mr. Klein
review their applications and monthly statements.

The Fee Committee proposes that Mr. Klein file monthly
statements and fee applications, and be compensated, in
accordance with the provisions of the January 17, 2002,
Administrative Order of the Court, as from time to time amended.

Mr. Klein assures Judge Gonzalez that he is a "disinterested
person" within the definition in Section 101(14) of the
Bankruptcy Code.  "I do not have or represent any interest that
is adverse to the Debtors, their estates, or to any of their
creditors," Mr. Klein says.

Mr. Klein is a Certified Public Accountant, Certified Insolvency
and Reorganization Accountant and Certified Fraud Examiner, sole
shareholder and employee of Howard L. Klein Company, which
specializes in forensic accounting.  Among his experiences
include:

    -- Certified audits and reviews in these areas: retailing
       (department and grocery stores), banking (commercial and
       trust departments) publishing, manufacturing,
       distribution centers, long-term skilled nursing facility
       and real estate;

    -- Extensive experience in the Long-Term Care industry
       including Medicare and Medicaid accounting and cost
       reporting;

    -- Tax planning, tax research, tax audits, preparation and
       review of federal, state, and local tax returns;

    -- Extensive experience in investigative accounting
       engagements;

    -- Served as an expert accounting witness in numerous cases.
       Cases have involved fraud, contract disputes, lost
       profits, valuations, domestic issues and bankruptcy;

    -- Consulting experience includes valuation of closely held
       businesses, implementation of computerized accounting
       systems and financial forecasts and projections; and

    -- Taught financial and managerial accounting at The Ohio
       State University.

                         *   *   *

The Judge grants the relief requested by the Fee Committee,
allowing them to retain Mr. Klein as Accounting and Financial
Applications Analyst effective May 17, 2002. (Enron Bankruptcy
News, Issue No. 32; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


ENRON: Energy Services Unit Settles Dispute with Packaged Ice
-------------------------------------------------------------
Enron Energy Services Operations Inc. asks the Court to approve:

  (a) the Termination and Settlement Agreement entered into by
      EESO, Packaged Ice Inc. and its affiliates: Reddy Ice
      Corporation and Cassco Ice and Cold Storage Inc., pursuant
      to Section 9019(a) of the Federal Rules of Bankruptcy
      Procedure; and

  (b) the rejection of contracts by and among ESSO and Packaged
      Ice and its affiliates, pursuant to Section 365(a) of the
      Bankruptcy Code.

Albert Togut, Esq., at Togut, Segal & Segal LLP, in New York,
relates that the Termination and Settlement Agreement and the
rejection of the contracts between EESO and Packaged Ice will,
among other things:

    -- enable the EESO estate to obtain a settlement payment of
       $1,375,000 from Packaged Ice;

    -- eliminate unsecured claims of more than $17,000,000
       against the EESO estate; and

    -- avoid protracted and expensive litigation, the result of
       which is uncertain.

Prior to the Petition Date, Mr. Togut tells the Court that EESO
entered into an Energy Alliance Agreement with Packaged Ice and
certain of its affiliates, dated as of May 11, 1999, as amended.
Pursuant to the Alliance Agreement, EESO agreed to provide
commodity management services, utility representation services
and bill management services to Packaged Ice.

Under the Alliance Agreement, Mr. Togut says, EESO negotiated
with utility providers on behalf of Packaged Ice and purchased
utility service to meet the needs of Packaged Ice.  "EESO paid
for the utility service, and then invoiced Packaged Ice for
those Services and the cost of the utility commodity, at a
discounted cost," Mr. Togut relates.

As part of the Alliance Agreement, Mr. Togut continues, EESO was
also authorized to identify, design and assist in the
construction and implementation of energy efficiency projects at
more than 60 ice manufacturing and cold storage facilities that
Packaged Ice and its affiliates operate throughout the United
States.

Prior to the Petition Date, EESO and Packaged Ice also entered
into the Phoenix Project Agreement, dated as of December 22,
1999, as amended.  Under the Project Agreement, EESO assisted
Packaged Ice in its efforts to:

    -- consolidate two of its ice manufacturing and cold storage
       facilities located in Phoenix, Arizona, and

    -- expand the surviving facility at that location.

To that end, Mr. Togut relates, EESO advanced $3,500,000 to
Packaged Ice to satisfy the costs of the acquisition and
installation of new ice manufacturing and cold storage equipment
at the Phoenix location.  In return, Mr. Togut says, Packaged
Ice agreed to repay EESO's prepetition $3,500,000 Advance by
making monthly payments of approximately $49,000 to EESO.
Packaged Ice also agreed to make additional payments to EESO
that were measured upon any increase in the number of bags of
ice produced by Packaged Ice.  According to Mr. Togut, the
Project Agreement was intended by the parties to be an operating
lease agreement for the Projects at the Phoenix location.
"Title to the Projects remained with EESO, but EESO has not
filed UCC-1 Financing Statements or otherwise perfected a
security interest in the Projects," Mr. Togut admits.

Prior to the bankruptcy filing, Mr. Togut says, EESO advised
Package Ice in writing that it would no longer perform under the
Alliance Agreement.  This meant that Packaged Ice had to perform
all of the Services without the assistance of EESO, Mr. Togut
explains.

Packaged Ice complained and asserted that EESO's pre-petition
breach of the Alliance Agreement caused it to incur damages
exceeding $17,000,000, consisting of:

  (a) utility costs far in excess of the price that it obtained
      under the Alliance Agreement; and

  (b) approximately $1,500,000 of damages to the Projects at the
      Packaged Ice facilities that were allegedly caused by
      EESO's negligence.

Moreover, Mr. Togut adds, Packaged Ice has asserted that the
Alliance Agreement and the Project Agreement are one agreement,
and that it is entitled to recoup all of its damages of more
than $17,000,000 from the amounts sought by EESO.

Packaged Ice has also asserted that even if the two Agreements
were determined to be separate Agreements, it is entitled to
setoff its $17,000,000 rejection damage claims under the
Alliance Agreement against its pre-petition obligation to repay
the $3,500,000 Advance under the Project Agreement.

On the other hand, Mr. Togut relates, EESO has disputed Packaged
Ice's assertions.  EESO has argued that notwithstanding the
claims asserted by Packaged Ice, it is entitled to recover the
$3,500,000 Advance, and approximately $2,000,000 on account of
the Services.

After lengthy negotiations, the parties were able to draft a
Termination and Settlement Agreement, with these terms:

  (i) Packaged Ice will pay $1,375,000 to EESO not later than
      one day after entry of an Order approving the Termination
      and Settlement Agreement;

(ii) Packaged Ice and all of its affiliates that are parties to
      the Agreements will waive all of their claims against the
      estates of EESO and the other Debtors, totaling
      approximately $17,000,000;

(iii) The Alliance Agreement, the Project Agreement and all
      other contracts among EESO, Packaged Ice and its
      affiliates will be deemed rejected and terminated; and

(iv) Title to all of the Projects will be deemed transferred to
      Packaged Ice. (Enron Bankruptcy News, Issue No. 32;
      Bankruptcy Creditors' Service, Inc., 609/392-0900)

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


ESTATION NETWORK: Peter Edwards Steps-Down as President and CEO
---------------------------------------------------------------
eStation Network Services, Inc., (CDNX:YST), released its
quarterly financial statements for the period ended March 31,
2002, details of which are available at http://www.sedar.com

eStation reported revenues for the first quarter of 2002 of
C$1.2 million compared to C$0.9 million for the same quarter in
fiscal 2001, an increase of 33%. General and administrative
expenses were reduced by 37.6% to C$568,000 for the first
quarter of 2002, compared to C$910,000 for the first quarter of
2001. The loss before goodwill amortization for the first
quarter of 2002 decreased 50% to C$1 million compared to a loss
before goodwill amortization of C$2 million for the first
quarter of 2001. The Company's lease obligation with its
principal lender has been presented as a current liability as at
March 31, 2002, as the Company is in default of certain
covenants with respect to the lease.

The Company also announced that Peter Edwards is no longer
President and Chief Financial Officer and has resigned as a
director of the Company.  Christopher J. Hobbs has joined the
Company as Executive Vice President Finance and Director of
Corporate Development.  Mr. Hobbs is a partner with Continua
Capital Inc, a Toronto-based financial and business advisory
firm. Prior to joining Continua Capital Inc., Mr. Hobbs was
Chief Financial Officer of NAME Inc. from June 1999 to December
2000 and a Senior Manager with KPMG LLP from September 1990 to
June 1999. Mr. Hobbs holds a Chartered Accountancy (CA)
designation from the Institute of Chartered Accountants of
Ontario as well as a Bachelor of Business Administration Degree
from the Schulich School of Business at York University.

eStation (CDNX:YST) offers turnkey ATM solutions to major retail
and hospitality chains. eStation leverages innovative technology
to generate multiple revenue streams through strategic corporate
partnerships while providing consumers with convenient access to
products and services by leveraging the Internet. Retailers and
service providers can utilize eStation's ATM solutions to target
consumers with on-screen advertising and in-store coupons and
promotions. Visit http://www.estation.comfor more information.


EXIDE: Has Until Dec. 11, 2002 to Make Lease-Related Decisions
--------------------------------------------------------------
Exide Technologies and its debtor-affiliates ask the Court,
pursuant to 11 U.S.C. Sec. 365(d)(4), to extend the time by
which they must decide whether to assume, assume and assign or
reject their unexpired nonresidential real property leases.  The
Debtors ask that their Lease Decision Period be extended through
and including December 11, 2002.

James E. O'Neill, Esq., at Pachulski Stang Ziehl Young & Jones
P.C. in Wilmington, Delaware, informs the Court that the Debtors
are party to approximately 100 unexpired leases.  The Unexpired
Leases include offices space throughout the country, regional
distribution centers, and strategically located branch
facilities.  These facilities are central to the Debtors'
ability to function as a going concern, and will factor heavily
into the Debtors' ongoing process of evaluating and
consolidating their business operations.  Mr. O'Neill states
that the Debtors are currently and actively evaluating the
Unexpired Leases with the goal of consolidating operations where
practical, and ceasing operations at unprofitable locations.
This process of consolidating operations is a primary objective
of these Chapter 11 Cases.  It is therefore critical that the
Debtors be granted the additional time they need to make
careful, informed decisions with respect to the Unexpired
Leases.

Mr. O'Neill believes that the Debtors' present situation readily
satisfies the cause requirements set forth in Wedtech for
granting an extension of the Section 365(d)(4) Deadline.  The
Debtors Chapter 11 Cases are large, complex, and involve a
variety of financial, business and legal considerations.  The
Unexpired Leases are of great value to the Debtors' estates, and
their treatment will potentially have a significant impact upon
the Debtors' reorganization and ultimate business plan as the
Debtors emerge from Chapter 11.  The Unexpired Leases are a
critical component of the Debtors' business

It cannot be disputed that the Unexpired Leases are critical to
the Debtors' business.  Currently, Mr. O'Neill maintains that
the Unexpired Leases include office space, regional distribution
centers, and strategically located local branch facilities.  If
these leases were deemed to be rejected at this time, the
Debtors would almost certainly be unable to continue operations.
If the Debtors were forced to make hasty, uninformed decisions
as to which Unexpired Leases to assume or reject, their ability
to successfully reorganize their businesses would be seriously
impaired.  The Debtors have not had sufficient time to determine
which Unexpired Leases will be part of their restructuring.

The Debtors filed for Chapter 11 protection less than two months
ago, and have expended a tremendous amount of time and effort
stabilizing their businesses.  In the weeks following the
Petition Date, Mr. O'Neill points out that the Debtors'
management and professionals have devoted their time and energy
to managing the Debtors' entry into Chapter 11 and to
maintaining their relationships with customers, employees and
critical vendors.

Despite having to address these pressing operational concerns,
Mr. O'Neill submits that the Debtors' management has continued
to focus attention on their plans for consolidating their
business operations, and making determinations as to which non-
core and unprofitable locations to exit.  As these strategic
decisions are made throughout the course of these Chapter 11
Cases, the Debtors anticipate seeking to reject non-residential
real property leases on a rolling basis.  Indeed, the Debtors'
plan to restore their business to profitability hinges, at least
in part, on their continued ability to consolidate markets and
reject leases with respect to non-core and unprofitable
locations.  Until such an analysis is complete, it is premature
to force the Debtors to make global decisions with respect to
the Unexpired Leases.  The Debtors' lessors will not be
prejudiced by an extension of time to assume or reject.

Mr. O'Neill assures the Court that the Debtors' lessors will not
be prejudiced by the relief requested because they will have the
right to request the extension be shortened upon cause shown.
Moreover, the Debtors are committed to evaluating their
Unexpired Leases with a focus on identifying and rejecting those
leases that are not part of their ongoing restructuring.  While
it is not evident how long it will take to complete this
process, the Debtors do not intend to use the extension to place
a moratorium on their efforts.  Rather, the Debtors intend to
continue their aggressive review of the Unexpired Leases, and
will seek appropriate resolution as soon as informed decisions
can be made. Indeed, it is in the Debtors' best interest to
evaluate their Unexpired Leases as quickly as possible to limit
the accruing administrative liabilities.  In the interim, the
Debtors are required to comply with their payment obligations
under Section 365 of the Bankruptcy Code.

For these reasons, the Debtors submit that ample cause exists to
warrant the requested extension.  Mr. O'Neill asserts that the
relief requested will avert the statutory forfeiture of
essential assets, promote the Debtors' ability to maximize the
value of their respective Chapter 11 estates and avoid the
incurrence of needless administrative expenses.  Moreover, the
Debtors have been, and will continue to evaluate and consolidate
their business operations.  Accordingly, the Debtors submit that
extending the period within which the they must assume or reject
the Unexpired Leases to December 11, 2002 (without prejudice to
the Debtors' right to seek further extensions) is in the best
interests of the Debtors and their respective estates and
therefore should be granted.

The Motion is granted to extend the time by which the Debtors
must assume or reject their unexpired leases of nonresidential
real property through and including December 11, 2002.

                       ProLogis Objects

Andrea S. Hartley, Esq., at Akerman Senterfitt & Edison P.A. in
Miami, Florida, relates that the Debtors and ProLogis North
America L.P. entered into a lease agreement on November 22, 2000
pursuant to which the Debtors leased 12,800 square feet of an
industrial building located in Indianapolis, Indiana.

Ms. Hartley tells the Court that although cause may exist for an
extension of time for the Debtors to assume or reject unexpired
leases of property, sufficient cause has not been established
with respect to the Lease Agreement.  In fact, the Debtors have
advised ProLogis that the premises are not suitable to the
Debtors.  Therefore, the Debtors do not need additional time to
determine whether to assume or reject the Lease Agreement.

Ms. Hartley contends that ProLogis will be harmed and suffer
undue hardship if the deadline is extended.  The Debtors'
continued possession of the premises will harm ProLogis in that
a third party, the tenant adjacent to the premises, must expand
its leased space and seeks to enter into an additional lease
with ProLogis for the Premises.  However, if the premises is not
available as of July 1, 2002, the third party must move and will
enter into a lease with another landlord.  Accordingly, once the
Debtors reject the Lease Agreement after June 30, 2002, ProLogis
will have lost not only the Debtors as a tenant but also the
existing tenant seeking to lease the premises.

ProLogis does not object to the Debtors' use of the premises
through June 30, 2002.  Rather, ProLogis merely requests that if
the Debtors intend to seek to reject the lease agreement, that
the Debtors be required to notify ProLogis of such rejection
immediately, affording ProLogis the ability to lease the
premises to another tenant as of July 1, 2002.

Ms. Hartley submits that the extension will further prejudice
ProLogis as the Debtors have failed and refused to pay any
postpetition obligations under the lease agreement.  Although
the Debtors filed these voluntary bankruptcy cases on April 15,
2002, the Debtors have failed to pay ProLogis the monthly rent
due under the lease agreement for April, May and June 2002.
Accordingly, the Debtors owe ProLogis $21,081.59 postpetition.

                           *   *   *

With respect to all non-objecting landlords, the Bankruptcy
Court rules that the Debtors' time to make lease-related
decisions is extended through December 11, 2002.  The Debtors'
time to decide about the ProLogis Lease will be subject to a
mutually acceptable agreement among the parties or the Court
will entertain the dispute at a future hearing. (Exide
Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


EXIDE TECH: Renews Pact with Canadian Tire to Supply Batteries
--------------------------------------------------------------
Exide Technologies (OTC Bulletin Board: EXDTQ), the global
leader in stored electrical-energy solutions, has renewed its
agreement to supply a full line of automotive and commercial
batteries to Canadian Tire Corporation (TSX: CTR).  Canadian
Tire, founded in 1922 as an auto parts supplier, has grown to
become Canada's most-shopped retailer.  Its 452 retail stores
stock more than 100,000 different products, including automotive
parts and accessories, sports and leisure goods, and home
products.  With stores located to serve 85 percent of the
population, 40 percent of Canadians shop at Canadian Tire every
week.

Under the terms of the agreement, Exide Technologies will
continue to provide Canadian Tire with a full line of
transportation and commercial batteries for automotive, marine,
lawn & garden, and heavy-duty applications.

"We share Canadian Tire's commitment to providing innovative
products and services of the highest quality," said Craig H.
Muhlhauser, Chairman and CEO of Exide Technologies.  "Our
leading-edge technologies will help Canadian Tire maintain its
position as one of the most well-known and successful retailers
in Canada."

Canadian Tire Corporation is based in Toronto, Canada.  The
supply agreement renewal continues a successful relationship
between Exide Technologies and Canadian Tire Corporation that
has spanned for decades.  The agreement runs through 2004.

Exide Technologies is the world's largest industrial and
transportation battery producer and recycler with operations in
89 countries. Industrial applications include network-power
batteries for telecommunications systems, fuel-cell load
leveling, electric utilities, railroads, photovoltaic (solar-
power related) and uninterruptible power supply (UPS) markets;
and motive-power batteries for a broad range of equipment uses,
including lift trucks, mining vehicles and commercial vehicles.

Transportation uses include automotive, heavy-duty truck,
agricultural, marine and other batteries, as well as new
technologies being developed for hybrid vehicles and new 42-volt
automotive applications.  The company supplies both aftermarket
and original-equipment transportation customers.

Further information about Exide Technologies, its financial
results and other information can be found at
http://www.exide.com

Canadian Tire Corporation, Limited (TSX: CTR.a, CTR) operates an
inter-related network of businesses engaged in retail, financial
services and petroleum.  Canadian Tire Retail, with 452 stores
across Canada, is the country's most-shopped retailer, offering
a unique mix of products and services through three specialty
categories in which the organization is the market leader --
Automotive, Sports and Leisure, and Home Products. Canadians
have the opportunity to shop online at
http://www.canadiantire.ca PartSource is an automotive parts
specialty chain with 30 stores designed to meet the needs of
major purchasers of automotive parts -- professional automotive
installers and serious do-it-yourselfers.  Canadian Tire
Financial Services manages related financial products and
services for retail and petroleum customers, and also markets
other value-added products to our customers.  Canadian Tire
Petroleum is the country's largest and most productive
independent retailer of gasoline, with 203 outlets.  Mark's Work
Wearhouse Ltd. is a specialty retail organization that operates
325 stores in Canada.  More than 45,000 Canadians work across
the Canadian Tire organization from coast-to-coast in the
corporation's retail, financial services, petroleum and apparel
businesses.

DebtTraders reports that Exide Technologies' 10% bonds due 2005
(EXIDE2) are trading at about 15. For real-time bond pricing,
see http://www.debttraders.com/price.cfm?dt_sec_ticker=EXIDE2


EXODUS COMMS: UST Wants PwC to Identify Parties-In-Interest
-----------------------------------------------------------
Acting United States Trustee Donald F. Walton asks the Court to
deny the application by the Official Committee of Unsecured
Creditors in Exodus Communications, Inc.'s chapter 11 cases to
employ PwC as financial advisor.

Trial Attorney Joseph J. McMahon Jr., Esq., states that the U.S.
Trustee is registering its objection primarily because of some
unclear texts in the affidavit of Mark Spragg, a Partner at the
firm of PwC.  The Spragg affidavit specifically failed to fully
explain the identified connections between PwC and other
parties-in-interest in the Debtors' cases.

Mr. McMahon points out that in his affidavit, Mr. Spragg
indicates that PwC provides various services to certain
creditors and parties-in-interest in "matters unrelated to this
case" and "wholly unrelated to any claims such entities may have
against the Debtors."  The creditors and parties-in-interest are
not identified, however, nor are the services which PwC is
providing to each of the entities.

In the same affidavit, Mr. Spragg indicated that PwC "assisted
Exodus in developing a detailed cross-functional work plan for
their integration of GlobalCenter."  Mr. McMahon states it is
unclear whether the Debtors or the Committee have fully
investigated any potential claims stemming from the Debtors'
prepetition acquisitions and whether the Debtors have any claims
against PwC related to those acquisitions.

Mr. Spragg also failed to indicate whether due diligence work
PwC did for its Japanese client was done pre-petition or
postpetition.

Mr. McMahon emphasizes that a professional's disclosure
obligations under Federal Rule of Bankruptcy Procedure are a
serious matter and that PwC's failure to disclose connections is
enough reason for it to be disqualified. (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 a price of 17.75. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=EXDS3for
real-time bond pricing.


FMC CORP: Expresses Disappointment over Moody's Rating Downgrade
----------------------------------------------------------------
FMC Corporation (NYSE: FMC) responded to the downgrade by
Moody's Investors Service of FMC's credit ratings of its
indebtedness from Baa3/Prime-3 to Ba1/Not-Prime in an
announcement made Thursday.  Moody's announcement follows the
action by Standard and Poor's Rating Services in which it
reaffirmed its investment-grade credit rating and stable outlook
for FMC.

Chairman, President and CEO William G. Walter said: "While we
are gratified by S&P's action to maintain FMC's investment-grade
rating, we are extremely disappointed by Moody's action, which
we believe reflects its lack of understanding of the strong
fundamentals of FMC's businesses and industry dynamics.
Further, although we had no assurances, based upon our
discussions with Moody's, we were led to believe that they would
view an equity offering by FMC coupled with a refinancing of our
debt later this year as sufficient to maintain our investment-
grade rating.  Clearly Moody's outlook for the economy and the
chemical industry is much more negative than ours and the views
of many others.  The action by Moody's before we had the
opportunity to take the next steps in our refinancing plan is
surprising.  Despite Moody's action, we are confident that FMC
has adequate liquidity to support all our business operations
and to complete our refinancing before upcoming maturities come
due near year-end."

FMC Corporation is a diversified chemical company serving
agricultural, industrial and consumer markets globally.  The
company divides its businesses into three segments: Agricultural
Products, Specialty Chemicals and Industrial Chemicals.


FANNIE MAY: Seeks Nod to Pay $4.2 Mill. Critical Vendors' Claims
----------------------------------------------------------------
Fannie May Holdings and Archibald Candy Corporation seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to pay certain critical vendors' prepetition claims.

The Debtors are one of the nation's leading manufacturers and
marketers of quality boxed chocolates and other confectionery
items. In order to produce and market their products, the
Debtors rely heavily upon their vendors.  These critical vendors
fall generally into 3 basic categories:

     i) chocolate and other raw material suppliers,

    ii) suppliers of the packaging into which Debtors products
        are packaged for sale to the public, and

   iii) other vendors which are critical to the Debtors'
        operations of whose claims are de minimis in nature
        (less than $5,000).

The products are custom-made for the Debtors and there are no
alternative suppliers what could provide such goods in time to
meet the Debtors' demand for such goods. While the Debtors can
find alternative supplier for other critical vendors, it would
be greater than the cost associated with making the de minimis
payments to such Critical Vendors. As of the Petition Date, the
Vendor Claims approximate $4.2 million

The Debtors believe that the Critical Vendors may discontinue
their services or refuse to provide goods, unless and until
outstanding pre-petition date balances are paid. The Debtors
submit that their business cannot withstand such a disruption.

The Debtors filed for chapter 11 protection on June 12, 2002.
Pauline K. Morgan, Esq., M. Blake Cleary, Esq. at Young,
Conaway, Stargatt & Taylor and Matthew J. Botica, Esq., Daniel
J. McGuire, Esq. at Winston & Strawn represent the Debtors in
their restructuring efforts. When the Company filed for
protection from its creditors, it listed $200,000,000 in debts.


FEDERAL-MOGUL: Court Okays Garden City Group as Claims Agents
-------------------------------------------------------------
Federal-Mogul Corporation obtained Court approval to appoint The
Garden City Group, Inc. to perform claims and noticing functions
as the official claims agent of the Clerk of Court with respect
to the Debtors' Chapter 11 cases.  By employing Garden City
Group, the Clerk's Office is thereby relieved of the
administrative burden of processing the claims that will be
filed.

David M. Sherbin, Vice President and Deputy General Counsel and
Secretary of Federal-Mogul Corporation, foresees that hundreds
of thousands of claimants and other parties-in-interest involved
in the Debtors' Chapter 11 cases may impose heavy administrative
and other burdens on this Court and the Clerk's Office. This may
be especially true in light of the burden already imposed upon
the Clerk's Office by the large number of cases pending in the
District of Delaware.  The most effective and efficient manner
by which to facilitate the process of receiving, docketing,
photocopying, and transmitting proofs of claim in these cases is
to engage Garden City Group, an independent third party, to act
as a claims agent of the Court.  Mr. Sherbin accords that the
Court is empowered to utilize outside agents and facilities for
these purposes, provided that the cost of such services are paid
by the Debtors' estates.  Furthermore, the appointment of a
Claims agent is customary in Chapter 11 cases of this magnitude
and is contemplated by the local rules of this Court.

As described in the Bankruptcy Administration Agreement, the
Claims Agent will provide these services:

a. provide notice of any and all bar dates established by the
   Court;

b. maintain copies of all proofs of claim and proofs of interest
   filed in these cases;

c. maintain an official claims register in these cases by
   docketing all proofs of claim and proofs of interest in a
   claims database that includes the following information:

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

   2. the date the proof of claim or proof of interest was
      received by Garden City Group and, if applicable, the
      Court;

   3. the claim number assigned to the proof of claim or
      interest;

   4. the asserted amount and classification of the claim; and,

   5. the applicable Debtors against which the claim or interest
      is asserted;

d. implement necessary security measures to ensure the
   completeness and integrity of the claims registers;

e. transmit to the Clerk's Office a copy of the claims registers
   on a weekly basis unless requested by the Clerk's Office on a
   more or less frequent basis;

f. maintain an up-to-date mailing list of all entities that have
   filed proofs of claim and proofs of interest in these cases
   and make the list available upon request to the Clerk's
   Office or at the expense of any party in interest;

g. provide access to the public for examination of copies of the
   proofs of claim or proofs of interest filed in these cases
   without charge during regular business hours;

h. record all transfers of claims and provide notice of such
   transfers to the extent required by Bankruptcy Rule 3001(e);

i. promptly comply with such further condition and requirements
   as the Clerk's Office or the Court may at any time prescribe;

j. provide such other claims processing and related
   administrative services as may be required from time to time
   by the Debtors; and,

k. assist the Debtors, among other things, the reconciliation of
   claims and technical support in connection with the
   foregoing.

Mr. Sherbin indicates that the Debtors agree to compensate
Garden City Group for its services in accordance with the terms
of their Bankruptcy Administration Agreement with a 10% discount
on Garden City Group's standard hourly rates. The firm's current
hourly rates are:

        Professionals                   Hourly Rates
-------------------------------------   ------------
Supervisor                              $88.50
Quality Assurance                       $72.00-112.50
Senior Supervisor/Bankruptcy paralegal  $112.50
Senior Project Manager                  $135
Systems Management                      $148.50-202.50
Senior VP Systems & Managing Director   $225
(Federal-Mogul Bankruptcy News, Issue No. 18; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


FLAG TELECOM: Unit Inks Multi-Year Services Pact with KRLine
------------------------------------------------------------
FLAG Telecom Holdings Limited (LSE: FTL), along with its group
companies, said that one of its subsidiaries has signed a multi-
year agreement with KRLine, a top 5 Korean ISP based in Seoul
that focuses on corporate customers.

The deal will allow KRLine to provide a quality IP transit
solution that will increase network stability to its customer
base. This is the first IP services contract in Korea and in the
Asia Pacific region to be signed by FLAG Telecom since the
completion of the Korea-Japan segment of the FLAG North Asian
Loop was announced on May 21, 2002.

Mr. Hyoung-Joon Kim, Development Director at KRLine said, "What
we were looking for was a stable and low latency IP service.
We're convinced that FLAG Telecom can deliver all our
requirements at a very competitive price". Because KRLine was
looking to find improved IP network stability than currently on
offer, as well as to align itself with a network operator with a
true international footprint, the company looked to FLAG Telecom
as a service provider with unparalleled backup solutions, due to
its robust network architecture and performance.

"This is an important contract for us in Korea and in the Asia
Pacific Region" said Owen Best, FLAG Telecom's Vice President
for Asia Pacific. "It will allow KRLine to provide the higher
levels of service that its customer base is demanding, and to
differentiate itself further from the competition. It also
validates the tremendous efforts in bringing FNAL into service,
with leading edge technology and superior performance now
available to other ISPs and carriers in the region."

The FLAG Telecom IP network has been designed for maximum
efficiency. Customers are linked to in-country nodes, so that
traffic can be routed within the region or passed to the
regional hub for out-region termination. This eliminates
unnecessary extra intermediary router hops, minimizes traffic
delivery times, enhances network resilience through diverse
routing options and optimizes bandwidth across the network as a
whole.

The FLAG Telecom Group is a leading global network services
provider and independent carriers' carrier providing an
innovative range of products and services to the international
carrier community, ASPs and ISPs across an international network
platform designed to support the next generation of IP over
optical data networks. On April 12 and April 23, 2002, FLAG
Telecom Holdings Limited and certain of its subsidiaries filed
voluntary petitions for reorganization under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy
Court for the Southern District of New York. Also, FLAG Telecom
Holdings Limited and the other companies continue to operate
their businesses as Debtors In Possession under Chapter 11
protection. FLAG Telecom Holdings Limited and certain of its
Bermuda-registered subsidiaries - FLAG Limited, FLAG Atlantic
Limited and FLAG Asia Limited - filed parallel proceedings in
Bermuda to seek the appointment of provisional liquidators to
obtain a moratorium to preserve the companies from creditor
actions. Provisional liquidators were appointed and part of
their role is to oversee and liaise with the directors of the
companies in effecting a reorganization under Chapter 11. Recent
news releases and further information are on FLAG Telecom's Web
site at http://www.flagtelecom.com


FLEMING: Sells $200MM 9-1/4% Senior Notes via Public Offering
-------------------------------------------------------------
Fleming Companies, Inc. (NYSE: FLM) announced a successful
public offering of $200 million of its 9-1/4% Senior Notes due
2010.

Deutsche Bank Securities served as the sole book-running manager
for the offering.  Copies of the written prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended, relating to the offering may be obtained by contacting
either Deutsche Bank Securities, 31 West 52nd Street, New York,
New York 10019, or Fleming Companies, Inc., 1945 Lakepointe
Drive, Box 299013, Lewisville, Texas 75029, Attention: Legal
Department.

                         *   *   *

As reported in Troubled Company Reporter's June 13, 2002
edition, Fleming Companies, Inc.'s proposed $950 million secured
bank credit facility is rated 'BB+' by Fitch Ratings. In
addition, the company's expected $200 million senior unsecured
notes are rated 'BB' by Fitch. The proposed bank facility will
replace the company's existing 'BB+' rated $600 million bank
credit facility. The bank facility, together with proceeds from
the debt offering and 8 million new common equity shares will be
used to finance Fleming's recently announced acquisitions. The
company's existing $350 million senior unsecured notes and $810
million senior subordinated notes are affirmed at 'BB' and 'B+',
respectively. The Rating Outlook remains Negative, reflecting
the uncertainty as to the achievement of Kmart's sales levels,
the ultimate nature of Fleming's agreement with Kmart, as
Fleming's contract with Kmart has not yet been confirmed in the
bankruptcy process and the inherent integration risks associated
with the acquisitions. Also of concern is the possibility for
additional Kmart store closures, beyond those already announced.


FORMICA CORPORATION: Obtains $77.8 Million DIP Financing
--------------------------------------------------------
Formica Corporation closed on a $77,850,000 Debtor in Possession
Revolving Credit Facility.  Transamerica Business Capital
Corporation serves as the Administrative, Collateral and
Syndication Agent.  The Co-Syndication Agents are:

     * Angelo, Gordon & Co. L.P.,
     * Bayerische Hypo-Und Vereinsbank AG New York Branch,
     * Credit Lyonnais New York Branch,
     * Foothill Income Trust II L.P. and
     * General Electric Capital Corporation

TRANSAMERICA BUSINESS CAPITAL is a subsidiary of Transamerica
Finance Corporation.  Contact Transamerica at 1-888-718-5502 or
http://www.TransamericaFinance.com/tbc

DebtTraders reports that Formica Corp.'s 10.875% bonds due 2009
(FORMICA1) are quoted at a price of 18.5. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FORMICA1for
real-time bond pricing.


GLOBAL CROSSING: Retains Plan Filing Exclusivity Until Sept. 15
---------------------------------------------------------------
Judge Gerber orders that Global Crossing Ltd.'s exclusive period
within which to propose and file a Plan of Reorganization is
extended through and including September 15, 2002, and extends
Global Crossing's exclusive period within which to solicit
acceptances of that plan through and including November 15,
2002. (Global Crossing Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


GLOBAL CROSSING: Bidding Deadline Extended Until July 11, 2002
--------------------------------------------------------------
In accordance with the bidding procedures order originally
approved by the United States Bankruptcy Court for the Southern
District of New York, Global Crossing has set the deadline for
receipt of bids from potential investors at 3:00 P.M. (Eastern
Daylight Time) on July 11, 2002. The date and time for the
auction to determine the winning bidder will take place at 10:00
A.M. (Eastern Daylight Time) on July 24, 2002. The auction will
take place at the offices of Weil, Gotshal & Manges LLP, 767
Fifth Avenue, New York, New York 10153.

"We are extending the deadline in order to allow the company to
coordinate potential sales of its non-core businesses with the
auction process for the entire company," said John Legere, chief
executive officer of Global Crossing.

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

On January 28, 2002, certain companies in the Global Crossing
Group (excluding Asia Global Crossing and its subsidiaries)
commenced Chapter 11 cases in the United States Bankruptcy Court
for the Southern District of New York and coordinated
proceedings in the Supreme Court of Bermuda.

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

Global Crossing Holdings Ltd.'s 9.625% bonds due 2008 (GBLX3),
DebtTraders says, are trading at about 1.875. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GBLX3for
real-time bond pricing.


GRAHAM PACKAGING: S&P Rates $700 Million Credit Facility at B
-------------------------------------------------------------
Standard & Poor's assigned its single-'B' rating to Graham
Packaging Co.'s (100%-owned operating subsidiary of Graham
Packaging Holdings Co.) proposed $700 million senior secured
credit facility.

In addition, Standard & Poor's assigned its triple-'C'-plus
rating to Graham's proposed $100 million senior subordinated
notes due 2008. Both these ratings were placed on CreditWatch
with positive implications. Proceeds will be used to refinance
existing debt. The single-'B' corporate credit rating on the
York, Pa.-based company remains on CreditWatch with positive
implications, where it was placed on May 29, 2002. Graham, a
leading manufacturer of customized, blow-molded plastic
containers for foods, non-carbonated beverages, household
products and automotive lubricants, had outstanding debt of
about $1.08 billion as at March 31, 2002.

The CreditWatch status will be resolved upon successful
completion of the IPO. "Standard & Poor's will raise its
corporate credit rating to single-'B'-plus following the
expected completion of the company's proposed IPO in July 2002
because net proceeds of around $200 million will be used to
reduce debt." said Standard & Poor's credit analyst Liley Mehta.
"In addition, the proposed debt refinancing will significantly
extend Graham's debt maturities and improve liquidity."

Pro forma for the proposed transactions, total debt (adjusted
for capitalized operating leases) to EBITDA is expected to
improve to about 5 times, compared with more than 6x for the 12-
month period ended March 31, 2002. Following four years of
negative free cash flows, Graham is expected to generate modest
free cash flows (after working capital and capital spending)
from 2003 onwards, which should support an improving trend in
credit measures.


HUNTSMAN CORP: Reaches Debt Restructuring Pact with CSFB Global
---------------------------------------------------------------
Peter R. Huntsman, President and CEO of the Huntsman companies,
announced an agreement with the largest bondholder of Huntsman
Corporation and Huntsman Polymers Corporation notes, to
restructure the companies' debt.

CSFB Global Opportunities Partners, L.P. holds approximately 82%
of both Huntsman Corporation and Huntsman Polymers Corporation
bonds. Under terms of the agreement, Global Opportunities will
exchange its bonds (with an outstanding amount of approximately
$700 million including accrued interest) and make a contribution
of certain assets, for equity in a newly established holding
company that will own the stock of Huntsman Corporation and
certain debt securities in Huntsman International Holdings.
Huntsman Polymers Corporation will continue to be a wholly owned
subsidiary of Huntsman Corporation.

The Huntsman family will continue to have operational and board
control of Huntsman Corporation, Huntsman Polymers and Huntsman
International Holdings.

The agreement is subject to certain conditions, including
Huntsman obtaining approval from its bank group to amend its
existing credit facilities. Huntsman and Global Opportunities
are confident that all necessary conditions will be satisfied
quickly.

"This is a major accomplishment that will successfully bring
Huntsman Corporation and Huntsman Polymers through some of the
worst economic conditions in the history of the chemical
industry," said Mr. Huntsman. "It definitely is a win-win.
Huntsman Corporation and Huntsman Polymers will reduce their
combined debt by approximately $700 million, and Global
Opportunities will receive a substantial equity position in an
outstanding company."

Mr. Huntsman continued, "We are extremely grateful to our
employees, our customers and our suppliers for their commitment
and dedication in helping us deal effectively with some very
difficult economic conditions. Our new relationship with Global
Opportunities and their CEO, David Matlin, makes us extremely
optimistic about the future as we move forward with an even
greater focus on supplying our customers with the quality
products and services for which Huntsman is known."

Mr. David Matlin, CEO of the investment adviser to Global
Opportunities, commented, "We look forward to supporting the
Huntsman family in executing its strategic vision for the
Huntsman companies under a de-leveraged capital structure. We
are very confident that the Huntsman management team will
continue to outperform for all stakeholders and that our
investment will prove to be mutually advantageous."

The combined Huntsman companies constitute the world's largest
privately held chemical company. The operating companies
manufacture basic products for a variety of global industries
including chemicals, plastics, automotive, footwear, paints and
coatings, construction, high tech, agriculture, health care,
textiles, detergent, personal care, furniture, appliances and
packaging. Originally known for pioneering innovations in
packaging, and later, rapid and integrated growth in
petrochemicals, Huntsman-held companies today have revenues of
approximately $8 billion, more than 13,000 employees and
facilities in 44 countries.

Huntsman Polymers Corp.'s 11.75% bonds due 2004 (HMAN1) are
quoted at a price of 30, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=HMAN1for
real-time bond pricing.


IT GROUP: ARI Technologies Seeks Stay Relief to Pursue Claims
-------------------------------------------------------------
ARI Technologies, Inc. wants to modify the automatic stay to
permit it to pursue its engineering malpractice claims against
The IT Group, Inc., and its debtor-affiliates to the extent of
available insurance.  The malpractice claim is based on
mistakes, omissions, flaws and delays in IT Corp's design of a
modular, thermochemical waste conversion system, including the
incorrectly specified or sized components.

Charles J. Brown, III, Esq., at Elzufon Austin Reardon Tarlov &
Mondell, P.A. in Wilmington, Delaware, relates that ARI
Technologies has learned that the Debtors maintained an errors
and omissions insurance through Marsh USA, Inc. under Policy No.
COPS 2677811.  The Policy affords coverage of $1,000,000 per
occurrence and $1,000,000 in the aggregate.  Thus, the Policy
apparently affords coverage for ARI Technologies' malpractice
claim.

"ARI Technologies filed a Complaint against IT Corporation in
the U.S. District Court for the Western District of Washington,
on November 9, 2001," Mr. Brown says. "The Policy had an
effective date of April 1, 2001 and an expiration date of April
1, 2002."

To the extent that ARI Technologies' claims are not satisfied in
full by Marsh USA Policy, ARI Technologies asks the Court to
allow them to enforce collection of any judgment against the
proceeds of any other insurance policy that it subsequently
discovers is applicable to the claims.  Mr. Brown assures the
Court that ARI Technologies shall not collect a judgment from
any assets of the bankruptcy estate other than insurance
policies without further order of the Bankruptcy Court.

Mr. Brown tells the Court that IT Corp. was contracted by ARI
Technologies to develop and test an updated modular
thermochemical waste conversion system.  However, IT Corp's
waste conversion system is defective and does not fully function
as intended.  The system does not comply with the contract
documents and applicable environmental regulations.  Despite
repair works, the system provided by IT never functioned as
contracted and has never successfully operated.  Every attempt
to operate this system has resulted in multiple and repeated
system failures and upsets.

Mr. Brown believes that the Debtors do not intend to undertake
any further performance of the contracts with ARI Technologies.
On May 24, 2002, an order was entered authorizing the rejection
of the Debtors' contracts that provide engineering, design, and
support services, among them ARI Technologies' contracts.

Mr. Brown contends that ARI Technologies has incurred
significant costs in direct support of IT Corp's ongoing, but
failed, attempts to correct the design and fabrication
deficiencies and for the significant delays experienced.  ARI
Technologies has paid the Debtors over $2,600,000.  Furthermore,
its business opportunities and future operations have been
severely damaged. ARI Technologies has two existing contracts in
jeopardy of default and significant outstanding bids, the
success of which are dependent upon the successful testing of
this system.

Mr. Brown contends that allowing ARI Technologies to pursue its
claims to the extent of available insurance will not result in
any great prejudice to the Debtors or the bankruptcy estate.
ARI Technologies has exhausted its funds attempting to correct
the design deficiencies and contract breaches.  It would have to
incur substantial additional costs before the system becomes
operational.  ARI Technologies currently estimates the total
damages for direct costs and schedule impacts to exceed
$1,500,000.  In contrast, denying ARI Technologies the
opportunity to pursue its claims against available insurance
would cause great prejudice to ARI Technologies by denying it
the opportunity to recovery its very substantial damages from
insurance maintained by the Debtors. (IT Group Bankruptcy News,
Issue No. 12; Bankruptcy Creditors' Service, Inc., 609/392-0900)


IT GROUP: Court Fixes July 15, 2002 Bar Date for Proofs of Claim
----------------------------------------------------------------
Effective as of May 3, 2002, The Shaw Group Inc. through direct
and indirect wholly-owned subsidiaries, purchased substantially
all of the assets of The IT Group, Inc. and certain subsidiaries
of The IT Group, Inc. , other than Beneco Enterprises, Inc., a
Utah corporation,  which is the subject of a separate bankruptcy
case and was not part of this transaction. The purchase price
for the acquisition was approximately $52.5 million in cash and
approximately 1.67 million shares of Shaw's common stock, no par
value per share. Shaw had previously provided the Company with
debtor-in-possession financing in connection with the Company's
Chapter 11 bankruptcy reorganization proceedings. As part of the
closing, Shaw assumed the outstanding balance of the debtor-in-
possession financing, which, at the closing, was approximately
$50 million. The assets acquired include, among other things,
certain contracts in progress, accounts receivable, equipment
and certain real property.

In connection with the acquisition of the assets, Shaw assumed
certain liabilities of the Company, including (i) obligations of
the Company arising out of performance of contracts assumed by
Shaw on and after the closing; (ii) certain unpaid accounts
payable; and (iii) the other liabilities specifically described
in the Purchase Agreement.

The sale of the assets of the Company and certain subsidiaries
of the Company to Shaw was approved by the United States
Bankruptcy Court for the District of Delaware in the Company's
Chapter 11 bankruptcy reorganization proceedings and the
Bankruptcy Court approved the sale on April 25, 2002. The
acquisition by Shaw of the assets of the Company was made
pursuant to an Asset Purchase Agreement, between Shaw and the
Company, dated January 23, 2002, as amended.

Additionally, Shaw entered into a Registration Rights Agreement
with the Company providing for certain registration and other
obligations on the part of Shaw with respect to the Shaw Common
Stock issued to the Company as part of the purchase price.

Concurrently with the closing of the asset sale, Shaw granted
the Company a license to use office space, employees and
equipment for a period of five months pursuant to a License
Agreement. Also, Shaw and the Company entered into an Employee
Leasing Agreement that requires the parties to provide various
rights and services to the Company's employees for a period not
to exceed five months.

The consideration paid by Shaw for the assets of the Company was
determined by negotiations between Shaw and the Company and
pursuant to an auction and court approval process conducted in
the Company's Chapter 11 bankruptcy reorganization proceedings.
Although certain other persons made bids for discrete assets of
the Company, Shaw was the only party to bid for the Company's
assets as a whole.

On May 24, 2002, the Bankruptcy Court approved a Bar Date Order
in the Company's Chapter 11 bankruptcy reorganization
proceedings establishing July 15, 2002, as the deadline for
holders of Claims to file proofs of claim.


ITC DELTACOM: Grace Period on Bond Default Passes in Silence
------------------------------------------------------------
On May 15, 2002, ITC Deltacom, Inc., entered into agreements
with the creditors under its $160 million senior credit facility
and $40 million capital lease facility to forbear through May
31, 2002 from exercising their rights to pursue remedies under
those facilities based solely on the defaults thereunder that
have resulted from the Company's failure to pay interest on May
15, 2002 on its senior notes and convertible subordinated notes.
As previously reported, to conserve liquidity for its business
while it seeks to restructure its senior notes and convertible
subordinated notes, ITC did not pay the scheduled May 15, 2002
interest payments on its 9-3/4% senior notes due 2008 and on its
4-1/2% convertible subordinated notes due 2006 or the scheduled
June 1, 2002 interest payment on its 11% senior notes due 2007.
A 30-day grace period has now passed -- in silence.


INTEGRATED HEALTH: Gets Court's Nod to Employ American Appraisal
----------------------------------------------------------------
Integrated Health Services, Inc., and its debtor-affiliates
obtained the Court authority to retain and employ American
Appraisal Associates, Inc. as an expert witness in connection
with the Debtors' litigation with Litchfield over the use and
occupancy value for the Facilities, nunc pro tunc to March 1,
2002.

As previously reported, IHS-Lester is a lessor of 43 long term
care facilities owned by Litchfield Investment Company, LLC. The
underlying leases for the Facilities were rejected by IHS-Lester
pursuant to an order of the Court dated December 26, 200l. IHS-
Lester currently occupies the Facilities and is in litigation
with Litchfield to establish, among other things, the Debtors'
existing and future use and occupancy obligations to Litchfield.
The matter has been argued before the Court and is currently sub
judice.

In early March 2002, the Debtors' counsel approached American to
serve as an expert witness in connection with the use and
occupancy issue. The Debtors selected American to serve as an
expert witness because American has expertise in appraising
nursing home facilities such as the ones involved here and
American has agreed to offer its services at a reasonable rate.

American was asked to evaluate, prepare an expert report and
testify to its opinion as to the fair use and occupancy value
for the Facilities. Because of the time-sensitive nature of the
engagement, which would require American to prepare an analysis
to be used in the litigation (which at the time was expected to
be tried before the Court in late March or early April) American
promptly commenced its services for the Debtors, with the final
terms of its engagement to be negotiated thereafter.

By late March, American had prepared a draft of a market-based
fair rental value study for the Facilities. In early April,
American agreed to (i) provide the draft to Debtors' counsel and
complete the study thereafter, in exchange for a flat fee of
$13,000; and (ii) appear and testify as an expert witness, as
well as provide further consulting services upon request, to be
compensated at a rate of $250 per hour. As the beneficiary of
American's services, the Debtors agreed to pay American's fees
and to indemnify American for losses by American arising in
connection with the engagement.

Thereafter, American was deposed by Litchfield and completed its
fair rental value study. American also appeared and testified
before the Court in early May at the hearings on the use and
occupancy issue. As such, the Debtors believe that the services
required of American have been substantially completed.

American will apply for compensation in connection with this
limited engagement and for reimbursement of actual and necessary
expenses incurred, in accordance with the applicable provisions
of the Bankruptcy Code, the Bankruptcy Rules, and the local
rules and orders of this Court. The American will not be
required to submit time records in connection with the
preparation of the fair rental value study, which American
provided the Debtors in exchange for a flat fee of $15,000.
(Integrated Health Bankruptcy News, Issue No. 38; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ISLE OF CAPRI: Posts Improved Fourth Quarter Financial Results
--------------------------------------------------------------
The Isle of Capri Casinos, Inc. (Nasdaq: ISLE) reported earnings
per diluted common share before extraordinary and non-recurring
items, net of income taxes, of $0.70 for the fourth quarter
ended April 28, 2002 compared to $0.37 per diluted common share
for the comparable period in the prior year. (For the quarter
ended April 28, 2002, earnings per diluted common share before
extraordinary items and non-recurring items, net of income
taxes, excludes the potentially dilutive effect of approximately
2,000,000 shares primarily related to unexercised stock options.
Had these shares been included in the computation, the earnings
per diluted common share before extraordinary items and non-
recurring items, net of income taxes, would have been $0.65, the
best fourth quarter earnings in the history of the company).

EBITDA in the fourth quarter ended April 28, 2002 was a record
$73.5 million, an increase of $8.1 million or 12% over the prior
year fourth quarter EBITDA of $65.4 million. Extraordinary items
of $1.9 million, net of income taxes relate to the
extinguishment of the portion of the senior credit facility
replaced by $200 million of senior subordinated 9% notes issued
on March 27, 2002. The non-recurring items of $39.9 million, net
of income taxes relate primarily to the previously announced
impairment of Isle--Tunica and Lady Luck Las Vegas properties.
The net loss per diluted common share for the fourth quarter was
$0.78 per share.

Bernard Goldstein, chairman and chief executive officer stated,
"We are very pleased with the record operating results for the
fourth quarter. This was the first quarter in over two years
that we were not acquiring, building or performing major
renovations to a property. We are focused on our business plan
that emphasizes internal growth, while concurrently reducing our
debt level and improving our coverage and leverage credit
statistics. During the fourth quarter, we refinanced our debt in
order to take advantage of market conditions and add
flexibility, extend maturities, and reduce our senior debt
level."

John M. Gallaway, president and chief operating officer added,
"The fourth quarter EBITDA increase of $8.1 million over prior
year's fourth quarter was generated by a net revenue increase of
$23.9 million or 9%. Our overall EBITDA margin rose to 24.5%
from the prior year's 23.7% as a result of our continued cost
containment efforts. Our new Isle--Boonville property generated
$16.3 million of net revenue and $2.5 million in EBITDA in its
first full quarter of operations. The renovations at our Kansas
City, Mo., Davenport, Iowa and Lula, Miss. properties that were
completed in the prior year continued to produce positive
results in the fourth quarter as the Isle--Kansas City property
increased EBITDA $4.4 million or 185% over prior year, Rhythm
City--Davenport grew EBITDA $3.8 million over prior year's
flood- impacted results, and Lula improved EBITDA $2.7 million
or 39% over prior year. In addition, Isle--Tunica increased
EBITDA by $3.1 million when compared to the fourth quarter in
the prior year. These increases were partially offset by the
$6.6 million decline in EBITDA at Isle--Lake Charles which was
the result of increased competitive pressure generated by the
opening of the Delta Downs gaming facility in the market and a
litigation settlement."

Isle of Capri Casinos, Inc. owns and operates 15 riverboat,
dockside and land-based casinos at 14 locations, including
Biloxi, Vicksburg, Tunica, Lula, and Natchez, Mississippi;
Bossier City and Lake Charles (two riverboats), Louisiana; Black
Hawk, Colorado; Bettendorf, Marquette and Davenport, Iowa;
Kansas City and Boonville, Missouri; and Las Vegas, Nevada. The
Company also operates Pompano Park Harness Racing Track in
Pompano Beach, Florida. More information on Isle of Capri
Casinos' locations can be found at http://www.theislecorp.com

                         *   *   *

As reported in the March 26, 2002 edition of Troubled Company
Reporter, Standard & Poor's assigned a single-B rating to Isle
of Capri's $200 million senior subordinated notes. S&P gave the
ratings to reflect the company's diverse portfolio of casino
assets, relatively steady operating performance, lower than
expected capital spending levels, and improving credit measures.
These factors are partly offset by competitive market
conditions, the company's aggressive growth strategy, and its
high debt levels.


KAISER ALUMINUM: Two Debtor-Affiliates Bring-In Professionals
-------------------------------------------------------------
Debtors Alwis Leasing, LLC and Kaiser Center, Inc., want to
retain the same professionals as the initial Kaiser Debtors.
Judge Judith Fitzgerald gives her approval and allows Alwis and
Kaiser Center to retain and employ Jones Day Reavis & Pogue,
Richards Layton & Finger, P.A., Heller Ehrman White & McAuliffe
LLP, Lazard Freres & Co. LLC, Lemle & Kelleher, Wharton Levin
Ehrmantraut & Klein, P.A., and The MWW Group in these Chapter 11
cases.  Judge Fitzgerald makes it clear that the terms and
conditions applicable to Kaiser's employment of these
professionals are identical for the new Debtors, nunc pro tunc
to March 15, 2002. (Kaiser Bankruptcy News, Issue No. 9;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


KAISER ALUMINUM: Clark Public Will Take Action to Pursue Claim
--------------------------------------------------------------
Clark Public Utilities revealed plans to pursue a refund of
nearly $60 million from Kaiser Aluminum and Chemical
Corporation.

"This unique legal action will be taken in order to protect the
interests of our customers in Clark County from the unjust and
unreasonable rates that we were illegally charged for power,"
said Wayne Nelson, the utility's CEO/general manager.

This new legal case will be separate from the current Federal
Energy Regulatory Commission refund cases involving utilities
from the Pacific Northwest and California, including Clark.

Clark will claim that Kaiser failed to receive authorization
from FERC to sell power, a violation of federal law. As a result
of the astronomical increases in wholesale power prices that are
now the subject of numerous federal investigations, Kaiser
enjoyed a profit - at the public's expense - of approximately
$60 million on a $64 million sale to Clark.

Kaiser filed for bankruptcy protection in February 2002. Filing
for bankruptcy automatically stays some other action, which has
delayed Clark's complaint with FERC. Later this week, Clark will
file a motion in the U.S. Bankruptcy Court in the District of
Delaware. Judge Judith K. Fitzgerald is hearing the case.

"We are hopeful the court will lift the bankruptcy stay so that
we may file a complaint requesting FERC to review the case and
order a full refund of the profits Kaiser realized in its
illegal $64 million sale," Nelson said. As the Northwest power
crisis peaked in the winter of 2001, Clark faced a critical two-
month power shortage. The utility addressed that power gap by
purchasing 140 megawatts of power from Kaiser. The purchase was
financed through the sale of bonds.

Clark Public Utilities is a customer-owned public utility
district that provides electric service to more than 155,000
customers throughout Clark County. The utility also provides
water service to about 25,000 homes and businesses in the Hazel
Dell, Salmon Creek, Lakeshore, Hockinson, Brush Prairie, La
Center, Meadow Glade, Amboy and Yacolt areas and provides
wastewater service to 650 customers in La Center.

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


KMART CORP: Pepsi Cola Seeks Stay Relief to Effect $21MM Setoff
---------------------------------------------------------------
Pepsi-Cola Company is a division of PepsiCo Inc., one of North
America's largest producers of carbonated and un-carbonated
beverages under brand names like Pepsi, Diet Pepsi and Mountain
Dew, among others.  Pepsi distributes these beverages through
its network of bottlers to grocery, mass merchandiser and drug
store retailers throughout the United States.

Over four years ago, Pepsi and Kmart entered into an advertising
and marketing agreement to cover "the purchase by Kmart of the
Products for the outlets from the Bottlers."  Joseph D. Frank,
Esq., at Freeborn & Peters, in Chicago, Illinois, relates that
Kmart agreed to advertise and sell Pepsi Products while Pepsi
agreed to grant Kmart an advertising allowance and other
compensation based on the number of cases of Pepsi Products that
were purchased by Kmart from the Bottlers and the number of
Pepsi coolers that were installed in Kmart's stores.

Mr. Frank tells the Court that the Agreement explicitly provided
for a right of setoff, "Pepsi-Cola reserves the right to
withhold payments due hereunder as an offset against amounts not
paid by Kmart for Products delivered to Kmart by Bottlers owned
by Pepsi-Cola."

As of the Petition Date, Mr. Frank reports that Kmart owed the
Bottlers approximately $45,000,000 for the purchase of Pepsi
Products.  On the other hand, Mr. Frank says, Pepsi and the
Bottlers owed Kmart approximately $20,855,001 for the
Advertising Allowance.

Mr. Frank asserts that the Kmart Amount and the Pepsi Amount are
valid and enforceable mutual debts that arose prepetition.
Thus, Pepsi asks the Court to grant them relief from the
automatic stay to setoff the Pepsi Amount against the Kmart
Amount. (Kmart Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


KOMAG INC: Board Appoints William Hammack as Vice President, HR
---------------------------------------------------------------
Komag, Incorporated (OTC Bulletin Board: KMAGQ), the largest
independent producer of media for disk drives, announced that
the company's Board of Directors has appointed William G.
Hammack to the position of Vice President, Human Resources.

T.H. Tan, Komag's chief executive officer, said, "I am really
pleased to have Bill join Komag. He has proven his ability to
make valuable contributions in his previous assignments over a
number of years. His experience and leadership skills will be
important as the company emerges from chapter 11. Given the
intensely competitive nature of our industry, the critical
importance of our employees, and Komag's geographically
dispersed operations it is necessary to have a strong leader in
the human resources area."

Mr. Hammack is a veteran manager with thirty years of experience
in the human resources field, primarily with technology
companies. He has provided service to companies from a few
hundred employees, to over ten thousand, with facilities
throughout the world. His background includes creating Human
Resource departments and programs for startup companies such as
Zambeel Inc., a Kliener/Perkins and NEA storage startup, QRS
Corporation, a multinational leader in electronic commerce
solutions, and General Electric Medical Systems/Diasonics, a
multinational provider of medical imaging and diagnostic
instruments.

Founded in 1983, Komag is the world's largest independent
supplier of thin-film disks, the primary high-capacity storage
medium for digital data. Komag leverages the combination of its
U.S. R&D centers with its world-class Malaysian manufacturing
operations to produce disks that meet the high-volume, stringent
quality, low cost and demanding technology needs of its
customers. By enabling rapidly improving storage density at
ever-lower cost per gigabyte, Komag creates extraordinary value
for consumers of computers, enterprise storage systems and
electronic appliances such as peer-to-peer servers, digital
video recorders and game boxes.

For more information about Komag, visit Komag's Internet home
page at http://www.komag.com


KOMAG INC: Proposes to Issue 12% Pay-In-Kind Notes Under Plan
-------------------------------------------------------------
Komag, Incorporated, a Delaware corporation, proposes to issue,
as part of the Further Modified First Amended Plan of
Reorganization dated May 7, 2002, its 12% Secured Pay-in-Kind
Notes Due 2007. Pursuant to the Plan of Reorganization, the
creditors of the Company will receive Notes and common stock of
the newly reorganized Company, in the amounts specified in the
Plan of Reorganization. On November 16, 2001, the United States
Bankruptcy Court for the Northern District of California
approved the Company's Disclosure Statement accompanying the
Plan of Reorganization as containing "adequate information" for
the purposes of soliciting votes of holders of claims against
the Company for acceptance or rejection of the Plan of
Reorganization (Case Number 01-54143-JRG). On May 9, 2002, the
Plan of Reorganization was confirmed at a confirmation hearing
of the Bankruptcy Court. The Company expects that the Plan of
Reorganization shall become effective on or about June 30, 2002,
at which time the Company shall emerge from bankruptcy, with an
amended charter, new capitalization and new board of directors.

The Notes are to be issued at the Effective Date under an
indenture between the Company and the Bank One Trust Company,
NA, as Trustee.

The Company believes that the issuance of the Notes is exempt
from the registration requirements of the Securities Act of 1933
pursuant to Section 1145(a)(1) of the United States Bankruptcy
Code. Generally, Section 1145(a)(1) of the Bankruptcy Code
exempts the issuance of securities from the registration
requirements of the Securities Act and equivalent state
securities and "blue sky" laws if the following conditions are
satisfied: (i) the securities are issued by a debtor, an
affiliate participating in a joint plan of reorganization with
the debtor, a successor of the debtor under a plan of
reorganization, (ii) the recipients of the securities hold a
claim against, an interest in, or a claim for an administrative
expense against, the debtor, and (iii) the securities are issued
entirely in exchange for the recipient's claim against or
interest in the debtor, or are issued "principally" in such
exchange and "partly" for cash or property. The Company believes
that the issuance of the securities contemplated by the Plan of
Reorganization will satisfy the aforementioned requirements.


LAND O'LAKES: Commences Private Exchange Offer for 8.75% Notes
--------------------------------------------------------------
Land O'Lakes, Inc. is offering to exchange $350,000,000 of its
8-3/4% Senior Notes Due 2011. The Company is offering to
exchange the notes it sold on November 14, 2001 in a private
offering for new registered notes.

The exchange offer expires at 12:00 a.m., New York City time, on
July 9, 2002 (which is the 21st business day following the date
of its prospectus), unless extended up to 10 additional business
days.

The terms of the New Notes are substantially identical to the
Old Notes, except for the transfer restrictions and registration
rights relating to the Old Notes do not apply to the New Notes.

As of March 31, 2002, Land O'Lakes had indebtedness subordinate
to the New Notes aggregating $190.7 million.

The exchange of Old Notes for New Notes will not be a taxable
transaction for U.S. Federal income tax purposes, but you should
see the discussion under the caption "Material Federal Income
Tax Considerations" beginning on page 160 for more information.

Tenders of Old Notes may be withdrawn at any time prior to 12:00
a.m., New York City time, on the expiration date of the exchange
offer.

The Company will not receive any cash proceeds from the exchange
offer.

Land O'Lakes will exchange all Old Notes that are properly
tendered and not validly withdrawn.

Land O'Lakes butters up its customers. Its network of more than
1,100 community cooperatives serves 300,000 farmers and
ranchers. The dairy co-op (#2 in the US, behind Dairy Farmers of
America) provides its members with wholesale fertilizer and crop
protection products, seed, and animal feed. Its oldest product,
Land O'Lakes butter, is the #1 butter brand in the US. Land
O'Lakes also produces packaged milk, margarine, sour cream, and
cheese. The dairy industry and its markets have been
consolidating, and the co-op has responded with acquisitions and
joint ventures: It's forming a joint venture with Farmland
Industries called Land O'Lakes Farmland; the venture will be the
largest feed company in North America.

                           *   *   *

As reported in the November 6, 2001 edition of Troubled Company
Reporter, Standard & Poor's assigned its double-'B' rating to
Land O'Lakes Inc.'s $300 million senior notes due 2011.

At the same time, Standard & Poor's affirmed its double-'B'-plus
corporate credit rating and its triple-'B'-minus senior secured
debt rating on Land O'Lakes as well as its single-'B'-plus
preferred stock rating on Land O'Lakes Capital Trust I
(guaranteed by Land O'Lakes Inc.).

The outlook is stable.

The senior unsecured notes are rated one notch below the
corporate credit rating reflecting the substantial amount of
senior secured debt outstanding. Upon the closing of the $300
million senior unsecured notes transaction, Standard & Poor's
will affirm and remove the senior secured debt rating from
CreditWatch where it was placed on Oct. 3, 2001. If this
transaction is not completed or the proceeds are less than $300
million, Standard & Poor's will lower the senior secured debt
rating to double-'B'-plus and reevaluate the outlook.

The ratings on Land O'Lakes reflect the firm's diverse product
line, geographic coverage and strong consumer brand franchise.
These factors are offset by an aggressive financial profile,
modest discretionary cash flow, and a sizable debt amortization
schedule.


LODGIAN INC: Capital Company Consents to Cash Collateral Use
------------------------------------------------------------
Lodgian, Inc. and its debtor-affiliates sought and obtained
Court approval of a Stipulation with Capital Company of America
(CCA) as to the Debtors' use of cash collateral.

Terms of the stipulation are:

1) The Stipulation expires on the earliest to occur:

    a) May 31, 2002,

    b) the effective date of a plan (or plans) of reorganization
       confirmed in the Chapter 11 cases of the CCA Borrowers,

    c) the conversion or dismissal of any of the cases of the
       CCA Borrowers, and

    d) a Termination Event (as hereinafter defined) and receipt
       by the Debtors of a written notice from CCA that a
       Termination Event has occurred.

2) CCA hereby consents to the Debtors' use of cash collateral
   upon the terms and conditions set forth in this Stipulation
   and Order.

   a) CCA will hold and, promptly after this Stipulation is
      approved by the Bankruptcy Court, will account to the
      Debtors for, all cash collected by CCA before the Filing
      Date which was not applied or disbursed by CCA before
      the Filing Date;

   b) CCA will continue to collect the revenues generated from
      the operation of the CCA Hotels consistent with the
      agreement of the parties existing prior to the Filing
      Date. CCA shall hold and, consistent with the Prepetition
      Agreement, will account to the Debtors for, all cash
      collected by CCA after the Filing Date;

   c) CCA will not disburse or otherwise transfer any CCA
      Cash Collateral to any party, other than the CCA
      Borrowers, unless the disbursement is otherwise directed
      by order of the Bankruptcy Court;

   d) CCA will not apply any CCA Cash Collateral to any
      obligation of the Debtors to CCA;

   e) Nothing herein contained will limit or otherwise restrict
      CCA's ability to create accounts (buckets) consistent with
      the prepetition agreements of the parties.  This is
      provided, however, that disbursements from these accounts
      (buckets) will be governed by this Stipulation and Order.
      It is provided, further, that no Postpetition Cash can be
      deposited into an account (bucket) for payment of debt
      service to CCA;

   f) After creating the accounts (buckets) provided in
      paragraph 2(e) above, CCA must continue to remit
      Postpetition Cash to the Debtors in accordance with
      prepetition practice on a weekly basis except that CCA
      cannot withhold any Postpetition Cash for payment of any
      debt service to CCA;

   g) The Debtors will be permitted to use CCA Cash Collateral
      only for the operation and maintenance of the CCA Hotels
      in the ordinary course of business (including, without
      limitation, for the payment of a 3% management fee),
      consistent with operating budgets for the CCA Borrowers
      supplied, from time to time, to CCA by the Debtors.

   h) To the extent the CCA Borrowers make, or commit to
      make, capital improvements to the CCA Hotels, CCA
      agrees to withdraw from the account it maintains for
      capital expenditures for the CCA Hotels.  Within two
      business days after receiving the certificate referred to
      below, CCA will remit to the Debtors such funds as the
      Debtors may request to fund the capital expenditures.
      This is provided that CCA has first received a certificate
      from an officer of the Debtors requesting that CCA remit
      funds to the Debtors from the Capex Bucket.  The
      certificate must state the amount and detailed use of the
      funds so requested.  It must certify that the funds are
      reasonably necessary to fund the capital expenditures.  It
      must state that all prior funds remitted to the Debtors
      from the Capex Bucket have been, or will be, used to fund
      capital expenditures for the CCA Borrowers. Upon request
      by CCA, the Debtors must provide to CCA, prior to the
      release of funds from the Capex Bucket, supporting
      documentation with respect to the capital expenditures to
      be paid from the funds to be released;

   i) Within two business days after receipt by CCA of the
      invoice described below, the CCA Borrowers will be
      permitted to advance to Lodgian on a monthly basis
      commencing with the month of January 2002, any CCA Cash
      Collateral not required to be used for filling the
      accounts referred to in paragraph 2(e) above for the then
      current or any prior postpetition month, and funding
      operating expenses of the CCA Hotels incurred for these
      months, in an amount equal to the CCA Borrowers' pro rata
      share of up to $18,000,000 of the Debtors' reorganization
      costs. The Reorganization Cost Invoice must set forth the
      amount to be paid for said month and must set forth the
      methodology used to calculate said amount. To the extent
      that Excess Cash is insufficient to pay in full any
      Reorganization Cost Invoice, this invoice may be paid as
      and when sufficient Excess Cash thereafter exists.

   j) To the extent the Debtors establish a segregated bank
      account for the benefit of one or more utility companies,
      the CCA Borrowers may, upon written invoice to CCA setting
      forth the amount of the CCA Borrowers' contribution to
      such account and the methodology by which such amount was
      calculated, advance to Lodgian for deposit into the
      segregated bank account, that amount equal to the CCA
      Borrowers' pro rata share of an amount not to exceed
      $1,000,000; and

   k) Regardless of whether it is held by CCA or the Debtors,
      all CCA Cash Collateral will continue to be subject to the
      security interest granted to CCA in connection with the
      CCA Prepetition Loans.

3. This Stipulation is predicated upon CCA having a valid,
   perfected and unavoidable security interest in property of
   the CCA Borrowers. Nothing herein contained will be deemed to
   be, or construed as, an admission or determination that CCA
   has a valid, perfected and unavoidable security interest,
   lien or mortgage in any property owned by the CCA Borrowers.
   As adequate protection for any diminution in CCA's interest
   in the CCA Cash Collateral resulting from the CCA Borrower's
   use of such property during its Case:

   a) CCA will be granted a replacement lien on all of the
      prepetition and postpetition property of the CCA
      Borrowers. This lien will be junior only to any Qualified
      Prepetition Liens on the property;

   b) The replacement liens will be valid and enforceable
      against all parties in interest without the need for CCA
      to file or record financing statements, mortgages, notices
      of lien or similar instruments in any jurisdiction or take
      any other action in order to validate and perfect the
      security interests and liens to be granted to them as
      adequate protection as provided above; and

   c) The Debtors will provide to CCA a monthly statement of
      operating results and an itemized statement of cash
      receipts and disbursements with respect to the CCA Hotels,
      no later than 30 days after the end of each calendar
      month.

4. CCA will have the right to send a notice of termination to
   the Debtors in the event that the Debtors breach any of the
   material terms of this Stipulation and Order.

5. In the event that any Prepetition Mortgage Lender is granted
   adequate protection of its interests in High Leverage Hotels
   in a manner that is in addition to or is superior in any
   respect to the adequate protection granted herein to CCA, CCA
   will be entitled to such additional adequate protection,
   which will be evidenced by an order jointly presented to the
   Court by the Debtors and CCA for consideration after notice
   and a hearing. In the event the Debtors and CCA are unable to
   promptly agree on the terms of such Supplemental Order,
   either party will be entitled to file a motion seeking the
   entry of an order granting to CCA, such additional adequate
   protection.

6. The Debtors must provisionally pay the reasonable attorneys'
   fees and disbursements incurred by CCA in connection with the
   CCA Borrowers' Chapter 11 cases on and after the Filing Date
   within 10 business days after presentment by CCA of an
   invoice to the Debtors.  This is provided, however, that
   nothing herein contained will be deemed to be, or construed
   as, an admission or determination that the CCA Borrowers are
   liable for, or should be charged with, any of such attorneys'
   fees or disbursements. (Lodgian Bankruptcy News, Issue No.
   11; Bankruptcy Creditors' Service, Inc., 609/392-0900)


MEMC ELECTRONIC: Special Shareholders' Meeting Set for July 10
--------------------------------------------------------------
MEMC Electronic Materials, Inc. will hold a special
stockholders' meeting at 345 California Street, Suite 3300, San
Francisco, California 94104, on Wednesday, July 10, 2002 at
10:00 a.m., local time, for the following purposes:

     1. To consider and vote upon the issuance of 260,000 shares
of Series A Cumulative Convertible Preferred Stock, warrants to
purchase 16,666,667 shares of common stock and the common stock
issuable on conversion of such preferred stock and exercise of
such warrants;

     2. To consider and vote upon an amendment to its restated
certificate of incorporation authorizing a one-for-two reverse
split of its common stock;

     3. To consider and vote upon an amendment to its restated
certificate of incorporation authorizing an increase in its
authorized capital stock from 200,000,000 shares of common stock
to 300,000,000 shares of common stock;

     4. To consider and vote upon a future merger between MEMC
Electronic Materials, Inc. and TPG Wafer Holdings LLC in
connection with its debt restructuring; and

     5. To transact such other business as may properly come
before the meeting and all adjournments thereof.

The Board of Directors has fixed May 31, 2002 as the record date
for the determination of the stockholders entitled to notice of,
and to vote at, the special meeting and all adjournments
thereof.

MEMC is a leading worldwide producer of silicon wafers for the
semiconductor industry. Silicon wafers are the fundamental
building block from which almost all semiconductor devices are
manufactured, such as are used in computers, mobile electronic
devices, automobiles, and other consumer and industrial
products. Headquartered in St. Peters, MO, MEMC operates
manufacturing facilities directly or through joint ventures in
every major semiconductor manufacturing region throughout the
world, including Europe, Japan, Malaysia, South Korea, Taiwan
and the United States.MEMC's liabilities eclipsed $1.5 billion
of reported assets on the Company's June 30, 2001 balance sheet,
following continued quarter-by-quarter operating attributed to
excess capacity, declining prices and interest expense.

At December 31, 2001, MEMC's balance sheet shows a total
shareholders' equity deficit of $20 million.


MARINER POST-ACUTE: S&P Rates MHC's Senior Sub. Notes at B-
-----------------------------------------------------------
On June 11, 2002, Standard & Poor's assigned a 'B-' rating
to Mariner Health Care Inc.'s $150 million senior subordinated
notes, issued under rule 144A with registration rights and due
2010. At  the same time, Standard & Poor's affirmed the
corporate credit and senior secured bank loan ratings (see list
below). The proceeds from the new issue will be used to
refinance existing senior secured notes. Therefore, the existing
'B-' rating on the senior secured notes is withdrawn. Total
rated debt is $362 million assuming no draws on the company's
existing $85 million revolving credit facility. The outlook is
stable.

The secured bank loan is rated one notch higher than the
corporate credit rating. Mariner's $85 million bank revolving
credit facility as part of its total $297 million of bank
facilities is fully available. The facility is secured by first
priority security interests in all assets, including without
limitation, all personal, real and mixed property of Mariner and
all its wholly owned subsidiaries, and all stock of each
subsidiary. Bank revolving facility availability is determined
by a borrowing base comprised of conservative assumptions of
accounts receivable and real estate. Standard & Poor's review of
the collateral package in a distressed default scenario suggests
that estimated asset value coupled with a conservative
determination of a borrowing base, will be sufficient to provide
complete recovery of the full credit facility in the event of a
default.

The speculative-grade ratings on Mariner Health Care reflect
its large position in an industry that has been buffeted by such
issues as reimbursement cuts, and rapidly escalating insurance
costs. However, the company emerged from bankruptcy with a lower
debt burden than the large acquisition-related load that
contributed to its need to seek creditor protection.

Atlanta, Georgia-based Mariner is an owner and operator of over
300 nursing homes and 13 long-term acute care hospitals (LTACs).
The company has facilities in 23 states with the largest
concentrations in Texas, Colorado, and North Carolina. Mariner's
skilled nursing facility occupancy is at the industry average of
87% with a payor mix comprised by 51% Medicaid and 29% Medicare.
The company's significant presence in Florida and Texas is of
some concern as these states (particularly Florida), have the
highest patient litigation and insurance costs in the country.
However, Mariner continues to operate profitably in both Florida
and Texas. The company's LTAC business is relatively small,
generating only about 6% of revenues.

Mariner has pared its assets in order to focus on nursing homes
and LTACs, the only two businesses it currently operates. The
company is not expected to seek acquisitions of any
significance, and is not likely to expand into other businesses,
as was the case prior to its bankruptcy filing. Instead, it is
more likely to pursue initiatives to fortify its presence in
current markets and focus efforts on improving financial
performance.

Still, the company is vulnerable to possible changes in
government payments. Although the Centers for Medicare and
Medicaid Services (CMS) recently decided to extend the existing
payment system, the future of temporary payment relief is still
uncertain. The credit facility and funds from operations to
lease-adjusted debt of about 20% for 2002 provide liquidity and
cash flow protection consistent with the rating.

                          Outlook

The ratings incorporate a reasonable measure of ongoing risk
of reimbursement cuts by CMS, as well as insurance concerns.

Rating Assigned:    Senior subordinated notes         B-
Ratings Affirmed:   Corporate credit rating           B+
                    Senior secured bank facilities    BB-


METROCALL: Files Prepackaged Plan & Disclosure Statement in Del.
----------------------------------------------------------------
Metrocall Inc. and its debtor-affiliates filed their Proposed
Chapter 11 Plan and the accompanying Disclosure Statement
contemporaneously with their chapter 11 petition on the U.S.
Bankruptcy Court for the District of Delaware.  Full-text copies
of the Debtors' Chapter 11 Plan and Disclosure Statement are
available at:

  http://www.ResearchArchives.com/bin/download?id=020613211154

        and

  http://www.ResearchArchives.com/bin/download?id=020613210909

The Plan contemplates the consolidation of Metrocall's
operations through a corporate restructuring and
recapitalization intended to preserve value of the reorganized
entities.

The Plan provides that allowed administrative expense claims,
allowed priority claims and allowed secured claims other than
Senior Lender claims, will be paid in full, in cash, on the
later of the Plan's Effective Date or the date such claims
becomes due in the ordinary course of business. Allowed Priority
Tax Claims, at Metrocall's discretion will either be paid in
full in cash on an Effective Date.

The Plan also stipulates that claims of Metrocall's secured
lenders arising from and related to Metrocall's existing credit
facility pursuant to the Fifth Amended and Restated Loan
Agreement dated March 17, 2002, as amended, will receive, a pro
rata share of:

     i) the new $60 million Senior Secured Term Note from OpCo.
        Maturing March 31, 2004,

    ii) the new $20 million of Secured PIK Notes from HoldCo.
        Maturing December 31, 2004,

   iii) 420,000 shares of the New Common Stock issued by
        HoldCo., equivalent to 42% of the total New Common
        Stock, and

    iv) 5.3 million shares of the Preferred Stock, representing
        $53 million of the Initial Liquidation Preference.

For intercompany claims, held against or between any of the
respective Debtor entities, whether held between the Debtors or
affiliates of Metrocall that have not filed chapter 11, shall
not receive any distribution. Such claims shall either be waived
or contributed as capital to the applicable Debtor and
discharged.

Metrocall, Inc. is a nationwide provider of one-way and two-way
paging and advanced wireless data and messaging services. The
Company filed for chapter 11 protection on June 3, 2002. Laura
Davis Jones, Esq. at Pachulski Stang Ziehl Young & Jones
represents the Debtors in their restructuring efforts. When the
Company filed for protection from its creditors, it listed
$189,297,000 in total assets and $936,980,000 in total debts.

DebtTraders reports that Metrocall Inc.'s 10.375% bonds due 2007
(MCALL2) are quoted at about 4. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=MCALL2


NATIONSRENT: Fleet Agrees to Let Committee Investigate its Liens
----------------------------------------------------------------
NationsRent Inc., and its debtor-affiliates ask for approval of
a Stipulation with the Unsecured Creditors' Committee and Fleet
National Bank regarding certain procedures that will govern the
production of documents and exchange of information relevant to
the Committee's Investigation of:

A. the validity, extent, perfection or priority of the mortgage,
   security interests and liens of the Prepetition
   Administrative Agent' in and to the Prepetition Collateral;
   and

B. the validity, allowability, priority, status or size of the
   Prepetition Indebtedness.

Subject to the Court's approval, these procedures are:

A. Counsel for any party, person or entity subject to discovery
   in the Investigation may designate any documents, deposition
   testimony or other information taken, given or exchanged in
   the course of discovery in the Investigation as
   "Confidential" when that entity in good faith believes that
   that document, material or information constitutes or reveals
   confidential trade secrets or other proprietary business
   information or personal financial information that requires
   the protections or that the entity previously agreed to keep
   confidential;

B. Materials that may be designated as Confidential Discovery
   Materials include, but are not limited to, documents
   containing the following information:

    a. Non-public financial projections or other non-public
       financial data;

    b. Non-public acquisition offers or expressions of interest;

    c. Non-public information relating to proposed strategic
       transactions or other business combinations;

    d. Trade secrets, including business strategies, customer
       lists, and the like;

    e. Non-public studies or analyses by internal or outside
       experts;

    f. Personal tax returns and other financial information;

    g. Non-public information regarding fee arrangements with
       financial advisors and other professionals; and,

    h. Board meeting minutes and presentations.

C. Confidential Discovery Materials will be used by the
   receiving party solely in connection with the Investigation,
   and shall not be used for any other purpose, including,
   without limitation, any business or commercial purpose;

D. Documents made available for inspection will be deemed
   confidential, and it will not be necessary to designate or
   otherwise identify documents made available for inspection
   with any legend and failure to designate materials as
   Confidential Discovery Materials at the time of production
   may be remedied by supplemental written notice;

E. Any deposition or other testimony may be designated as
   Confidential Discovery Materials by:

   a. stating orally on the record of a deposition or other
      proceeding that certain information or testimony is either
      Confidential or that the entire deposition transcript is
      so designated; or,

   b. sending written notice within four business days of
      receipt of the transcript of the deposition or other
      proceeding designating all or a portion of the transcript
      as Confidential; and,

   c. in any case, directing the court reporter that the
      appropriate confidentiality legend be affixed to the first
      page and all portions of the original and all copies of
      the transcript containing any Confidential Discovery
      Materials;

F. Discovery materials designated "Confidential" will not be
   disclosed by the entity receiving the materials to persons
   other than:

   a. the Court, persons employed by the Court and stenographers
      transcribing the testimony or argument at any proceedings
      in connection with the Investigation;

   b. counsel of record to the Committee and its professionals
      who the counsel determines in good faith reasonably need
      access to the materials in connection with the
      Investigation;

   c. the financial advisors to the Committee and their
      employees who the financial advisors determine in good
      faith reasonably need access to the materials in
      connection with the Investigation;

   d. representatives of members of the Committee;

   e. authors and recipients of the Confidential Discovery
      Materials; and,

   f. counsel, employees, agents or experts of the entity who
      produced the Confidential Discovery Materials.

G. Confidential Discovery Materials may be provided to
   consultants or experts retained in connection with the
   Investigation by an entity receiving the Confidential
   Discovery Materials or that entity's counsel to the extent
   necessary for the consultant or expert to:

    a. prepare a written opinion;

    b. prepare to testify; or,

    c. assist counsel in connection with the Investigation;

    Provided that that consultant or expert:

    a. is not advising any business competitor of the Debtors or
       of any other Person disclosing Confidential Discovery
       Materials;

    b. is using said information solely in connection with the
       Investigation;

    c. signs an undertaking, agreeing in writing to be bound by
       the terms and conditions of this Stipulation and
       consenting to the jurisdiction of this Court for purposes
       of enforcement of the terms of this Stipulation; and,

    d. agrees not to disclose or use the Confidential Discovery
       Materials for purposes other than those permitted
       hereunder;

H. If any receiving party objects to the designation of any
   discovery materials as "Confidential," the receiving party
   will state the objection by letter to the counsel for the
   entity making the designation and if the counsel are then
   unable promptly to resolve the objection, any entity may ask
   the Court to determine that the materials were not properly
   designated as "Confidential";

I. In the event that any Confidential Discovery Materials are
   used in any Court proceeding in connection with the
   Investigation, they will not lose their status as
   Confidential Discovery Materials through that use, and the
   entity using said information shall take all steps necessary
   to protect their confidentiality during that use, including,
   but not limited to requesting the Court to hear counsel with
   respect to that information in camera;

J. Any entity may seek further, greater or lesser protection
   with respect to the use of any Confidential Discovery
   Materials in connection with the Investigation, or to prevent
   Confidential Discovery Materials from being provided to
   persons identified in this Stipulation;

K. In the event that counsel for any receiving party determines
   to submit to the Court any Confidential Discovery Materials
   or information derived therefrom in connection with the
   Investigation, or any papers containing or making reference
   to the material or information, the original of any of that
   submission must be hand delivered to Court chambers or to the
   Clerk of the Court, as required, in sealed envelopes and
   labeled as "Confidential -- Subject to Court Order," and
   electronic notice of that submission filed with the Clerk of
   Court, who will provide notice to all entities required to
   receive that notice, and the original submission will be
   released only upon further Order of the Court; and,

L. Within 10 days after notice of the termination of the
   Investigation, or confirmation of a plan of reorganization in
   the bankruptcy case, whichever occurs later, the counsel will
   return all Confidential Discovery Materials (including
   excerpts and summaries) to counsel for the producing party,
   or, instead, certify in writing that that Confidential
   Discovery Materials have been destroyed. (NationsRent
   Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service,
   Inc., 609/392-0900)


NEOTHERAPEUTICS: Fails to Meet Nasdaq Min. Listing Requirements
---------------------------------------------------------------
NeoTherapeutics, Inc. (Nasdaq: NEOT) announced that Nasdaq has
notified the Company that it is not in compliance with Nasdaq's
minimum bid price per share ($1.00) requirements for continued
listing on the Nasdaq National Market.

The Company has until September 10, 2002 to regain compliance
with Nasdaq's minimum bid requirement. Under Nasdaq rules,
NeoTherapeutics may demonstrate compliance by maintaining a
$1.00 minimum closing bid price per share for a minimum of 10
consecutive trading days by that date. If the Company is unable
to demonstrate compliance by that date, the Company may appeal a
determination that it be delisted from the Nasdaq National
Market, or it may decide to file an application to be
transferred to the Nasdaq Small Cap Market prior to September
10, 2002. If such an application were filed and accepted, the
Company would have another 90 days, or until December 9, 2002,
to comply with the minimum bid requirement. In addition to the
minimum bid requirement, the Company must maintain compliance
with certain other quantitative standards for continued listing.
The Company is currently not in compliance with some of these
standards.

NeoTherapeutics seeks to create value for stockholders through
the in-licensing and commercialization of anti-cancer drugs, the
discovery and licensing out of central nervous system (CNS)
drugs, and the licensing out of new drug targets discovered
through genomics research. The Company's lead oncology drug,
satraplatin, is being prepared for a phase 3 study in prostate
cancer. Phase 2 studies of Neotrofin(TM) in Parkinson's disease,
spinal cord injury and chemotherapy-induced neuropathy are
ongoing. Additional anti-cancer drugs are in phase 1 and 2 human
clinical trials, and the Company has a rich pipeline of pre-
clinical neurological drug candidates. For additional
information visit the Company's Web site at http://www.neot.com


NETWORK ACCESS: Look for Schedules and Statements on July 5
-----------------------------------------------------------
Network Access Solutions Corporation and its debtor-affiliate
NASOP, Inc., sought and obtained approval from the U.S.
Bankruptcy Court for the District of Delaware to stretch the
time period within which they must file their schedules of
assets and liabilities, statement of financial affairs and
schedule of executory contracts and unexpired leases.  The Court
gives the Debtors until July 5, 2002 to file their schedules and
statements with the Court and otherwise comply with 11 U.S.C.
Sec. 521(1) and Rule 1007 of the Federal Rules of Bankruptcy
Procedure.

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.


NEXTMEDIA OPERATING: S&P Concerned About Credit Measure Weakness
----------------------------------------------------------------
Standard & Poor's has revised its outlook on radio and outdoor
advertising company NextMedia Operating Inc. to negative from
stable based on the company's weakening credit measures.

Standard & Poor's said that it has affirmed all of its ratings
on NextMedia, including its single-'B'-plus corporate credit
rating. Englewood, Colorado-based NextMedia has $197 million
debt outstanding.

"The outlook revision is the result of the company's weak credit
measures, negative discretionary cash flow, decreasing
liquidity, and a soft outdoor advertising environment", said
Standard & Poor's credit analyst Eric Geil. "NextMedia's radio
business is showing positive operating trends" Mr. Geil added,
"however, the company's outdoor advertising operations are still
suffering from weak industry conditions and a recovery appears
to be lagging." Mr. Geil also cautioned that "key credit
measures are below Standard & Poor's expectations for the
company at a single-'B'-plus corporate credit rating and could
remain so without sustained advertising improvement or
management effort at shoring up the balance sheet." NextMedia
does not have any bank debt, and covenants currently prohibit
the company from drawing on its credit facility. The company
remains an active acquirer, which could hamper potential
financial profile improvement, depending on debt use.

Standard & Poor's said that the ratings could be lowered if
NextMedia fails to stabilize deteriorating credit measures and
shrinking liquidity. Further acquisitions that weaken the
company's financial profile could also trigger a downgrade.

Standard & Poor's said that its ratings on NextMedia continue to
reflect high financial risk from ongoing debt-financed
acquisition activity, subpar profitability from underperforming
radio and outdoor advertising assets, and small company size.


OWENS CORNING: Gets Okay to Set-Off Debts with Johns Manville
-------------------------------------------------------------
Owens Corning, and its debtor-affiliates, obtained Court
approval of its stipulation with Johns Manville International
Inc., which would authorize the set-off of mutual debts and
resolve reclamation claims.

Norman L. Pernick, Esq., at Saul Ewing LLP in Wilmington,
Delaware, tells the Court that prior to the Petition Date, the
Debtors and Johns Manville routinely sold goods to one another.
Johns Manville also provided sales support to the Debtors for
the sale of their products. As a result of these pre-petition
transactions, Johns Manville owes pre-petition obligations to
Owens Corning amounting to $879,307 while Owens Corning owes
pre-petition obligations to Johns Manville in the amount of
$1,034,467. Separately, CDC Corporation also owes pre-petition
obligations to Johns Manville pegged at $6,604.

Mr. Pernick relates that the Debtors and Johns Manville have
reached an agreement to setoff each other's debt. The remaining
$155,510 of the Debtors' debt, meanwhile, will be allowed as an
administrative expense priority claim. Upon the effectuation of
the set-off, and when Johns Manville has received full payment
of the remaining claim, Johns Manville will amend the proof of
claim against Owens Corning and place the value of the claim at
$0. As to Johns Manville's claim against CDC Corporation, it
will be deemed to be an allowed unsecured claim against CDC
Corporation. It will be paid as an allowed administrative
expense claim after the confirmation of Reorganization Plan or
by the Court's final Order. (Owens Corning Bankruptcy News,
Issue No. 33; Bankruptcy Creditors' Service, Inc., 609/392-0900)

Owens Corning's 7.7% bonds due 2008 (OWENC4) are trading at
about 41.75, says DebtTraders. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=OWENC4


PACIFIC GAS: Intends to Defray Hamilton FERC License Expenses
-------------------------------------------------------------
Pacific Gas and Electric Company requests authority to incur
expenses for environmental studies and reports that will be
required in connection with a an application to the Federal
Energy Regulatory Commission (FERC) for an operating license for
the Hamilton Branch Hydroelectric Facility, which is currently
unlicensed. This request is made pursuant to Bankruptcy Code
Section 363(b)(1).

                     Need for the License

Hamilton Branch is one of the three small hydroelectric projects
owned by the Debtor that are not subject to FERC operating
licenses because the FERC has disclaimed mandatory licensing
jurisdiction over these projects.

Under the PG&E Plan, the other two projects, Lime Saddle and
Coal Canyon will be retained by the Reorganized Debtor, subject
to existing regulatory jurisdiction, and Hamilton Branch, will
be transferred to new entity Electric Generation LLC (Gen) or a
subsidiary of Gen.

After reviewing previous versions of PG&E's Plan and Disclosure
Statement, the California Public Utilities Commission (CPUC)
contended that Hamilton Branch would be "completely unregulated"
under the Plan, as a result of the transfer of Hamilton Branch
to Gen. PG&E contends that Hamilton Branch is and would remain
subject to state regulation.

Nonetheless, PG&E agreed to file an application with FERC for a
license for Hamilton Branch, incorporated within its FERC
license application for the Upper North Fork Feather River
Project, FERC Project No. 2105. PG&E has amended the language in
the Disclosure Statement and the Plan accordingly. Hamilton
Branch is located in Plumas and Lassen Counties, California, in
the same general area as other PG&E hydroelectric facilities
that are part of the Upper North Fork Feather River Project.
PG&E is currently in the process of preparing an application to
re-license these hydroelectric facilities, to be filed by
October 31, 2002. PG&E intends to amend the Feather River
Project application to add Hamilton Branch, so that Hamilton
Branch will become part of the Feather River Project.

                          Timing

After the Feather River Project application is filed and FERC
has reviewed it, FERC will establish a deadline for filing
amendments to the application, including an amendment related to
Hamilton Branch. PG&E anticipates that the amendment deadline
may be set as early as June 1, 2003. However, the work required
to perform the Environmental Studies is season-dependent. Many
of the studies must be commenced prior to the summer season or
risk being delayed an entire year. If the Environmental Studies
are not performed during the summer of 2002, the delay could
jeopardize Gen's ability to apply for a FERC license for
Hamilton Branch in a timely manner. Therefore, PG&E believes it
is critical that this work begin now, in advance of Plan
confirmation.

                  Budget and Description of Project

PG&E requests approval to incur approximately $1 million in
expenses to be paid to the consultants for the Environmental
Studies and related work that may be necessary after the review
and comment period.

PG&E proposes to use the following consultants for the
Environmental Studies, including any related work in amending
the Environmental Report that may be necessary after the review
and comment period:

Consultant Firm                     Study Subject
---------------                     -------------
Foster Wheeler Environmental Corp.  Land Use, Visual
EDAW Inc.                           Recreation
Confluence Research & Consulting    Boating and Fishing
Resource Decisions                  Recreation Economics
ECORP Consulting, Inc.              Aquatic
Garcia and Associates               Amphibians and Rare Plants
Spring Rivers Ecological Sciences   Mollusk
Hydroacoustic Technology, Inc.      Fish Entrainment
Thomas R. Payne & Assoc.            Fisheries & Water
Temperature
Entrix, Inc.                        Geomorphology
Wreco                               Sediments and Erosion
Albian Environmental                Cultural Resources
PAR Environmental                   Prehistoric & Historic
                                     Resources

The consultants are already under contract with PG&E for similar
work in connection with the Feather River Project.

As the project proceeds, it may be necessary to retain
additional consultants that are not identified here. However,
the budget includes anticipated expenses for all consulting work
that may be required in connection with the Environmental
Studies.

The Environmental Studies are required as part of the FERC-
mandated "Environmental Report" to be included as part of the
license application, and include the following study areas: (i)
water use and quality; (ii) fish, wildlife and botanical
resources; (iii) historical and archeological resources; (iv)
recreational resources; and (v) land management and aesthetics.
After the Environmental Studies are completed, a draft of the
license application, including the Environmental Report, must be
made available to various resource agencies (state and federal)
and Indian tribes for comment during a 90-day review period.

In addition, PG&E typically makes the draft license application
available to the public for comment during this same time
period. Depending on the comments received, the Environmental
Report may need to be amended before it is filed with FERC.

                       Request and Argument

PG&E seeks approval to pay the various consultants approximately
$1 million as a use of estate property that is outside of the
ordinary course of business under Bankruptcy Code Section
363(b)(1).

Since the services relate to a license application required by
the Plan, PG&E believes that the purpose and scope of this
expenditure may be characterized as outside of the ordinary
course of business and is therefore seeking Court approval.

PG&E believes that the consultants described above should not be
considered "professional persons" requiring any approval under
Bankruptcy Code Section 327(a). This is due both to the nature
of the services to be provided and to the consultants' limited
role in connection with PG&E's reorganization proceeding.

Although the Environmental Studies are related to implementation
of the Plan, PG&E believes that these services should not be
considered "central" to the Chapter 11 case or the Plan
proceedings.

PG&E tells the Court that sound business justifications exist
for approval of the expenditures related to preparing a FERC
license application for Hamilton Branch because:

-- PG&E requires the expertise and resources of the consultants
   to perform the Environmental Studies that will be integral to
   the preparation of the Environmental Report required by FERC.

-- Delaying the work would likely jeopardize PG&E's ability to
   timely meet its commitment set forth in the Disclosure
   Statement, as the work is essential to preparing the
   amendment to the Feather River Project application.

-- PG&E is solvent and has sufficient cash to pay these expenses
   without causing any detriment to its creditors. PG&E held
   more than $4.5 billion in cash reserves as of April 30, 2002.

-- PG&E believes that the total cost for the FERC license
   application for Hamilton Branch can be minimized by amending
   the Feather River Project application to include Hamilton
   Branch, along with using the same consultants.

-- To the extent that subsequent events demonstrate that the
   Environmental Studies will not be necessary, the work can be
   terminated immediately.

PG&E directs Judge Montali's attention to In re Montgomery Ward,
242 B.R. at 154 (Bankr. D. Del) (no requirement for debtor to
show a successful prospect of reorganization in order to justify
expenditure request under Section 365(b)(l)).  Based on this,
PG&E contends despite the possibility that certain planned
information releases will be unnecessary because the Plan may
not be confirmed, it is sufficient that PG&E currently has sound
business reasons for the expenditure. (Pacific Gas Bankruptcy
News, Issue No. 38; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


PSINET INC: Selling WordPay Shares to RBS Advanta for $9.5 Mill.
----------------------------------------------------------------
PSINet, Inc., and its debtor-affiliates seek the Court's
approval, pursuant to 11 U.S.C. Secs. 363(b), (f) and 1146(c) to
liquidate their investment in WorldPay by the sale of their
shares in WorldPay to RBS Advanta free of liens, claims,
encumbrances and transfer taxes.

If it accepts the Offer, PSINet will receive approximately US
$9.5 million for the Shares.

The Offer requires that the relevant forms of acceptance be
returned so as to be received no later than 3:00 p.m. United
Kingdom time, or 10:00 a.m. eastern time, on June 28, 2002 (the
Acceptance Deadline). The Offer also requires that certain
resolutions with respect to altering the Articles of Association
and deleting preemption rights (the Resolutions) be approved by
the WorldPay shareholders at an extraordinary General Meeting
(the General Meeting) to be held on June 26, 2002, at 1:00 p.m.
United Kingdom time, or 8:00 a.m. eastern time. The Articles of
Association require that proxy forms for use at the General
Meeting be executed and returned no later than June 24, 2002, at
12:30 p.m. United Kingdom time, or 7:30 a.m. eastern time (the
Proxy Form Deadline). The impending Proxy Form Deadline requires
that the Debtors obtain Court approval of the sale by June 21,
2002.

Therefore, the Debtors request for the entry of an emergency
order granting the authority on or before June 21, 2002 in order
for PSINet to accept the Offer by RBS before the deadline for
acceptance and to return necessary proxy forms to vote for
certain necessary resolutions at a WorldPay shareholders'
meeting.

                        About WorldPay

WorldPay is a Jersey company (Jersey No. 69490) that processes
international Internet payments and provides e-commerce
services. PSINet holds 100 percent of the outstanding B Shares
issued by WorldPay constituting a 17 percent equity ownership in
WorldPay. PSINet acquired the B Shares for investment purposes
in 1998 and 1999, at prices ranging from 1000 British sterlings
per share in April 1998 to 3115 sterlings per share in August
1999. PSINet's holdings were subsequently increased as a result
of the effect of certain anti-dilution protections in November
1999, a 100-to-1 stock split in December 1999, and an option
exercise in April 2000.

Since its incorporation in 1997, WorldPay has never recorded a
profit and is currently operating at a loss. WorldPay had
planned an initial public offering on the London Stock Exchange
to take place in 2000, but the flotation was delayed initially
due to issues relating to compliance with certain operating
regulations that govern card-based payment processing services.
Subsequently, stock market conditions changed adversely and the
IPO was further delayed. As a result, WorldPay's financial
resources were significantly constrained and its directors
sought other options to raise capital.

                    Offer By RBS Advanta

RBS Advanta, a wholly-owned subsidiary of the Royal Bank of
Scotland Group, proposes to purchase the whole of the issued
share capital of WorldPay not already owned by RBS Advanta or
its associates. The Offer encompasses not only the shares owned
by PSINet but also the shares owned by all other parties. The
Offer has been approved by the WorldPay Board and posted on May
31, 2002.

The Offer sets forth two alternative consideration structures
for each seller to elect: (i) the Deferred Consideration
Alternative and (ii) the Discounted Consideration Alternative.

The Deferred Consideration Alternative provides for 1127.27
pence per share to be paid within 14 days after the tender of
shares and 368.24 pence per share to be paid 19 months after the
date the Offers become or are declared wholly unconditional.

The Discounted Consideration Alternative provides for a single
cash payment of 1445.19 pence per share to be paid within 14
days after the tender of shares.

The WorldPay Board has recommended to shareholders that the
Offer be accepted.

The Debtors tell the Court that the Committee does not oppose
the Sale, provided that PSINet elects payment of the Discounted
Consideration Alternative.

Because PSINet holds 451,800 Class B Shares issued by WorldPay,
based on the offered price of 1445.19 pence per B Share and the
exchange rate on May 29, 2002 of 1.0 sterling = US$1.4587, (if
PSINet takes the Discounted Consideration Alternative) the Sale
is expected to yield consideration to PSINet's estate of
approximately 6,529,368.42 sterling (US$9,524,3902).

RBS Advanta has conditioned the Offer on acceptance of not less
than 90 percent of each class of shares. Because PSINet owns 100
percent of the B Shares, its acceptance is a prerequisite for
RBS Advanta's purchase of the issued share capital of WorldPay.

If PSINet does not accept the Offer, it fears that the purchase
by RBS Advanta would not be completed and the 451,800 B Shares
PSINet currently holds will be significantly devalued with no
corresponding compensation to PSINet. Moreover, the fact that
WorldPay's Articles of Association provide for certain
preemptive and tag-along rights could impede on PSINet's ability
to find an alternative buyer.

                         Undertaking

RBS Advanta also has conditioned the Offer on the WorldPay
directors' and certain shareholders' (including PSINet)
providing irrevocable undertakings to accept the Offers and vote
in favor of the Resolutions. The directors of WorldPay and
certain other shareholders have given such irrevocable
undertakings in respect of approximately 79.4 percent of the
Class A Shares, 100 percent of the Class C Shares, and
approximately 54.7 percent of the Class D Shares, representing
approximately 54.9 percent of the entire issued share capital of
WorldPay.

PSINet has signed an undertaking to accept the Offers and vote
in favor of the Resolutions with respect to 100 percent of the B
Shares. However, the PSINet Undertaking is expressly conditioned
upon, and will not be binding on it or irrevocable until, the
entry of an Order by the Court authorizing PSINet to accept the
Offer and take all actions necessary to effectuate the Sale. In
addition, the Offer notes that "as PSINet is currently in
Chapter 11 bankruptcy the Written Class Resolutions of the B
Shareholder are conditional upon the relevant US Court Approval
being obtained."

                      Sound Business Judgment

The Debtors submit that PSINet's decision to sell the B Shares
pursuant to the Offer is an exercise of reasonable business
judgment because:

-- PSINet will receive approximately US$9.5 million for the
   Shares.

-- If PSINet does not accept the Offer, it fears that RBS
   Advanta would not complete the purchase of the issued share
   capital of WorldPay, resulting in significant devaluation of
   PSINet's equity interest.

-- PSINet believes that the offering price for the B Shares
   under the Offer is a fair valuation of those shares.

-- PSINet accepts the view of the WorldPay Board (which contains
   a member chosen by PSINet) that if the Offer is not accepted,
   WorldPay may not be able to obtain necessary financial
   resources to support its operations and that the Offer
   represents the best opportunity for WorldPay shareholders to
   realize their investment with certainty at an appropriate
   value.

Therefore, the Debtors believe that the motion should be
approved pursuant to Section 363(b) of the Bankruptcy Code.

                         Competing Bids

The Debtors will consider any offers in addition to RBS
Advanta's for the B Shares that they may receive before the
presentment date of this Sale Motion (June 20, 2002). If an
offer is received that is bona fide and for higher and better
consideration, the Debtors will inform the Court. However, given
the nature of the Offer, the Debtors do not intend to solicit
prospective purchasers or have a public auction. The Debtors do
not believe that a public auction is likely to produce any other
offers, let alone an offer high enough to justify the expense
and delay of an auction, and likely to prevail where RBS Advanta
has irrevocable undertakings from shareholders holding a
majority of the issued share capital of WorldPay. Private sales
are expressly permitted under Rule 6004(f)(1) of the Bankruptcy
Rules, the Debtors represent.

PSINet informs the Court that, as a significant shareholder in
WorldPay, it was involved indirectly in negotiating the terms of
the Offer. The Debtors submit that, to the best of their
knowledge, the terms of the Sale were proposed, negotiated and
entered into by the parties without collusion or undue
influence, in good faith and in all respects from arm's-length
bargaining positions. The buyer (RBS Advanta) is not related in
anyway to PSINet, its insiders or affiliates. Accordingly, the
Debtors submit that the proposed Sale is a good faith
transaction under Section 363(m) of the Bankruptcy Code.

The Debtors represent that a sale free and clear of liens,
claims and interests is appropriate because any lien, claim, or
interest in or on the B Shares that exists immediately prior to
the closing of the Sale will attach to the proceeds of the Sale
with the same validity, priority, force and effect as it had at
such time. The Debtors are unaware of any party that is
asserting a lien, claim or interest in or on the B Shares and
therefore believe that the purchase price is greater than the
aggregate amount of all liens on the B Shares. Thus, the Sale
satisfies Section 363(f)(1) of the Bankruptcy Code, the Debtors
represent.

With respect to Transfer Taxes, the Debtors submit that the Sale
of the B Shares falls within the scope of the exemption provided
for under Section 1146(c) of the Bankruptcy Code because the
Sale is essential to the consummation of a plan and therefore
should be deemed to be "under a plan."

In PSINet's business judgment, if the Sale is not completed,
there will be no certainty that PSINet will recover any
equivalent or better value for the B Shares; therefore, the B
Shares should be sold at this time for the benefit of its
estate.

Accordingly, the Debtors request entry of an order, (a)
authorizing the Sale of the B Shares (b) directing that the B
Shares be transferred free and clear of liens, claims, interests
and transfer taxes, (c) authorizing all actions by the Debtors
necessary to effectuate the Sale, and (d) granting such other
and further relief as is just and appropriate.

The Debtors also request that the Court Eliminate or Reduce the
10-Day Stay under Rule 6004(g) of the Federal Rules of
Bankruptcy Procedure because the Debtors need to submit certain
proxy forms before the Proxy Form Deadline and to accept the
Offer before the Acceptance Deadline.

By separate motion, the Debtors request a reduction in notice to
13 days. The relief requested in the Sale Motion may be approved
upon presentment of the proposed order unless, as of 12:00 noon,
prevailing eastern time, on June 20, 2002, a written objection
is timely filed and served. If an objection is timely filed and
served, the Debtors will promptly set the Sale Motion for a
hearing before the Court, and provide notice of the time and
date of such hearing. (PSINet Bankruptcy News, Issue No. 24;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


SAFETY-KLEEN: Wins OK to Preserve Avoidance Actions for 180 Days
----------------------------------------------------------------
Judge Walsh grants Safety-Kleen Corp.'s Motion to preserve its
avoidance actions for 180 days to the extent that:

     * the Debtors may abandon causes of action they think are
too burdensome to pursue and any party thinking the Debtors are
improvidently abandoning a viable cause of action can bring the
matter before the Court for review; and

     * the Debtors may delay serving subpoenas in any avoidance
action-related adversary proceeding initiated before June 9,
2002.  Judge Walsh holds that, notwithstanding the Bankruptcy
Rule regarding staleness, no summons will be regarded as stale
unless 120 days have expired following the filing of the
Complaint.

Judge Walsh does not grant the Debtors' request to keep the
identity of each target defendant a secret. (Safety-Kleen
Bankruptcy News, Issue No. 39; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


SAFETY-KLEEN: Court OKs Chemical Services Sale to Clean Harbors
---------------------------------------------------------------
The sale of Safety-Kleen Corp.'s Chemical Services Division to
Clean Harbors, Inc., of Braintree, MA, was approved during a
Bankruptcy Court hearing Tuesday. Over the past two days the
court rejected objections to the sale of the CSD, including
those raised by Onyx North America, and Tuesday approved the
sale to Clean Harbors.

"Receiving the Court's approval is a major milestone in the sale
process and in our efforts to emerge from bankruptcy before the
end of the year," said Safety-Kleen Chairman, CEO and President
Ronald A. Rittenmeyer. "Now we look forward to beginning the
transition process and bringing the CSD sale to closure later
this summer."

The court had delayed the sale hearing, originally scheduled for
June 13, in order to allow Onyx North America to submit a
revised bid for the CSD after a May 30 bid filed by Onyx was
determined not to be "qualified." Onyx submitted another bid on
Friday, June 14, but that bid also was determined not to be
qualified.

"The sale of the CSD to Clean Harbors will allow Safety-Kleen to
focus exclusively on our core business in the parts washer and
waste management services industry," Rittenmeyer said. "At the
same time, our existing CSD customers know they will be working
with an established industry leader that puts customer service
and environmental protection first. Everyone's a winner."

Based in Columbia, South Carolina, Safety-Kleen Corp. is the
largest industrial and hazardous waste management company in
North America, serving more than 400,000 customers in the United
States, Canada, Mexico and Puerto Rico. Safety-Kleen Corp. is
currently under Chapter 11 bankruptcy protection, which it
entered into voluntarily on June 9, 2000.


STONE CONTAINER: S&P Assigns B Rating to $400 Mill. Senior Notes
----------------------------------------------------------------
Standard & Poor's has assigned its single-'B' senior unsecured
debt rating to corrugated container producer Stone Container
Corp.'s $400 million senior unsecured notes due 2012.
Standard & Poor's said that it has affirmed its ratings,
including its single-'B'-plus corporate credit rating, on the
company. The outlook remains stable. Stone Container is a wholly
owned subsidiary of Smurfit-Stone Container Corp.

"Proceeds will be used to refinance existing debt, improving the
debt maturity profile", said Standard & Poor's credit analyst
Cynthia Werneth. "The ratings incorporate expectations for
continued, gradual strengthening of the financial profile over
the intermediate term. However, in the near term, somewhat
better economic and containerboard market conditions are likely
to be offset by rising raw material costs and continued
production downtime."

Chicago, Illinois-based Smurfit-Stone is the world's largest
producer of containerboard and corrugated containers. Standard &
Poor's said that its ratings reflect a strengthening, business
position within cyclical containerboard markets, a narrow
product focus, and high debt levels.


TYCO: Raychem's 7.2% Notes Dropped to Below Investment Grade
------------------------------------------------------------
Tyco International Ltd. (NYSE: TYC, LSE: TYI, BSX: TYC), a
diversified manufacturing and service company, announced that
effective June 7, 2002, the rating on the Raychem Corporation
7.20% Notes Due 2008 (CUSIP: 754603 AB 4) has been decreased to
below Investment Grade (as defined in the Notes).  Accordingly,
the interest rate on the Notes has been automatically increased
from 7.20% per annum to 8.20% per annum from June 7, 2002 until
such time, if any, as the rating on the Notes shall be increased
so that the Notes are rated Investment Grade by both Standard
and Poor's and Moody's.

The par value of the Notes outstanding is $389.5 million.

Tyco International Ltd. is a diversified manufacturing and
service company. Tyco is the world's largest manufacturer and
servicer of electrical and electronic components; the world's
largest designer, manufacturer, installer and servicer of
undersea telecommunications systems; the world's largest
manufacturer, installer and provider of fire protection systems
and electronic security services; and the world's largest
manufacturer of specialty valves. Tyco also holds strong
leadership positions in disposable medical products, financing
and leasing capital, plastics and adhesives. Tyco operates in
more than 100 countries and had fiscal 2001 revenues in excess
of $36 billion.

As reported in Troubled Company Reporter's June 12, 2002
edition, Fitch downgraded Tyco International Group's Senior
Unsecured Rating to BB.


TYCO INT'L: Takes Actions to Streamline Corporate Operations
------------------------------------------------------------
Tyco International Ltd. (NYSE: TYC, LSE: TYI, BSX: TYC) is
streamlining its corporate operations.  Tyco will consolidate
its headquarters facilities in Exeter, New Hampshire, New York
City and Europe, and reduce corporate staffing by eliminating
nonessential corporate functions. Nearly all of Tyco's more than
250,000 employees worldwide work in the diversified company's
operating units and will not be affected by the moves.

John F. Fort, Tyco's Lead Director, said, "We are moving quickly
to streamline our corporate operations to ensure that we manage
Tyco with financial discipline and a relentless focus on support
of our operating businesses, which are the heart of the company.
While Tyco is run very efficiently at the operating level, we
have identified areas where we can streamline functions and
eliminate nonessential costs.  These actions underscore our
commitment to financial prudence and discipline.  We will
continue to take every opportunity to improve Tyco's advantage
of fundamentally strong businesses with solid finances."

According to Chief Financial Officer Mark H. Swartz, these
actions are expected to result in a reduction of approximately
115 corporate staff positions and savings of approximately $125
million annually.

Specifically, Tyco plans to make the following changes:

    * In Exeter, N.H., the company's corporate employees as well
as employees of Engineering Products and Services will move to
the Tyco Telecommunications building.  The company's three
buildings at Tyco Park in Exeter will be sold.  This move will
be completed by September 1.

    * The company will move its New York City offices at 9 West
57th Street to a much smaller and more cost-effective location
at 712 Fifth Avenue. This move also will be completed by
September 1.

    * Tyco's London corporate office will be consolidated with
other existing Tyco operations in the U.K., and its Luxembourg
corporate office will be  consolidated into a more cost-
effective location.

    * A number of corporate departments will be eliminated and
their assets sold, including all company aircraft.

    * Corporate staffing will be reduced, beginning immediately,
in each of the company's corporate offices among all relevant
departments.

Tyco International Ltd. is a diversified manufacturing and
service company.  Tyco is the world's largest manufacturer and
servicer of electrical and electronic components; the world's
largest designer, manufacturer, installer and servicer of
undersea telecommunications systems; the world's largest
manufacturer, installer and provider of fire protection systems
and electronic security services; and the world's largest
manufacturer of specialty valves.  Tyco also holds strong
leadership positions in disposable medical products, financing
and leasing capital, plastics and adhesives.  Tyco operates in
more than 100 countries and had fiscal 2001 revenues in excess
of $36 billion.


TYCO INT'L: Will Pay Shareholders' Quarterly Dividend on Aug. 1
---------------------------------------------------------------
The Board of Directors of Tyco International Ltd. (NYSE: TYC,
LSE: TYI, BSX: TYC), has declared a regular quarterly cash
dividend of one and one quarter cents per common share.  The
Board of Directors of CIT Exchangeco (TSE: CGX.U), a subsidiary
of CIT Group Inc. and Tyco International Ltd., has declared a
quarterly cash dividend of U.S. $0.0086 per exchangeable share.
The U.S. $0.0086 dividend represents 0.6907 of Tyco's regular
quarterly dividend payable to holders of Tyco common shares.
Each CIT Exchangeco exchangeable share is exchangeable for
0.6907 of a Tyco common share. The dividends are payable on
August 1, 2002 to shareholders of record on July 1, 2002.

Tyco International Ltd. (NYSE: TYC; LSE: TYI; BSX: TYC) is a
diversified manufacturing and service company.  Tyco is the
world's largest manufacturer and servicer of electrical and
electronic components; the world's largest designer,
manufacturer, installer and servicer of undersea
telecommunications systems; the world's largest manufacturer,
installer and provider of fire protection systems and electronic
security services and the world's largest manufacturer of
specialty valves. Tyco also holds strong leadership positions
in medical device products, financing and leasing capital,
plastics and adhesives.  Tyco operates in more than 100
countries and had reported fiscal 2001 sales in excess of $36
billion.

Tyco International Group's 6.875% bonds due 2002 (TYC02USR1),
DebtTraders reports, are trading at 96. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=TYC02USR1for
real-time bond pricing.


UBICS INC: Nasdaq Approves Listing Transfer to SmallCap Market
--------------------------------------------------------------
UBICS Inc. (Nasdaq: UBIX) announced that The Nasdaq Stock
Market, Inc. approved its application to transfer the listing of
its shares of common stock from the Nasdaq National Market to
the Nasdaq SmallCap Market. UBICS' common stock has commenced
trading on the Nasdaq SmallCap Market effective June 17, 2002.
The Company's trading symbol will continue to be "UBIX."

As a result of its transfer to the Nasdaq SmallCap Market,
UBICS' delisting determination will be extended until August 13,
2002. There can be no assurance that UBICS will be able to meet
the minimum maintenance requirements during this extended grace
period or that if it does, it will remain compliant with the
applicable continued listing requirements.

UBICS provides international information technology (IT)
professional services to organizations in areas such as
client/server design and development, ERP & CRM package
implementation and customization, e-commerce/Internet,
application maintenance programming, data base, systems and
network administration, network engineering, and business
process re-engineering. With the creation of its SquareRadius
division and 3 office locations, UBICS also provides Web
Development, Digital Media, Comprehensive Design, Strategic
Planning and Custom Kiosk solutions within various industries
across the United States, Europe and Asia.


US PLASTIC LUMBER: Amends Agreement to Sell Clean Earth to CEI
--------------------------------------------------------------
U.S. Plastic Lumber Corp. (Nasdaq:USPL), announced that its
Board unanimously approved an Amended and Restated Purchase
Agreement to sell Clean Earth Inc., its environmental services
and recycling division, to CEI Holding Corporation, a
corporation recently formed by Eos Partners, L.P., and Bank of
America Capital Investors, two private equity investment groups
that collectively manage over $2.5 billion of capital.

The Purchase Price consists of the following: $45 million in
cash and the issuance of a 5% Subordinated Note with an original
principal amount of $3.5 million. In addition, USPL will retain
certain assets of CEI with a current book value of approximately
$1.5 million. The Purchase Price is subject to adjustment
primarily based upon the amount of working capital and debt
assumed at closing. The purchase of all of the outstanding stock
of CEI also includes the Purchaser's retention of certain
liabilities of CEI including up to $5.5 million of debt. The
closing of this transaction will be subject to approval by the
stockholders of USPL and certain other conditions. It is the
intent of the parties to close this transaction during July or
August, 2002, subject to meeting all conditions precedent to
closing.

Mark S. Alsentzer, USPL's Chief Executive Officer said,
"Although the closing of this transaction has been delayed as a
result of the difficulty the former purchaser had in raising
equity capital, we are very confident that the new Purchaser has
the required funding, subject to the conditions precedent within
the Purchase Agreement. Our senior lenders, led by Bank of
America, N.A., have agreed to provide the debt financing to the
Purchaser to close the transaction, while Eos Partners, L.P. and
Bank of America Capital Investors will invest $25 million of
equity."

Edward T. Sheehan, president of CEI Holding Corporation and an
environmental industry veteran, said "I have worked with both
Eos Partners and Bank of America in the past, and believe that
this transaction will provide Clean Earth with the
capitalization it needs to exploit its many growth prospects."

USPL's senior lenders will also provide a $10 million Revolving
credit line to USPL for two years after the closing of the
transaction, subject to conditions within the commitment letter.
In addition, GE Capital Corporation and its syndicate lending
group have agreed to a two year forbearance of principal
payments, subject to certain conditions including the closing of
the CEI sale transaction and a payment of $500,000 upon the
closing of the CEI sale transaction.

USPL also reported that as part of the financing commitments
that are in place, its senior lenders have required a
restructuring of USPL's debentures with Stout Partnership, an
affiliate of USPL, and the Halifax Fund, L.P. The Stout
Partnership has been required and has agreed to convert their
16% $5,000,000 debenture to equity, subject to certain
conditions, including but not limited to the receipt of
stockholder approval and the closing of the CEI sale
transaction. Halifax Fund, L.P. will receive $2.5 million in
cash at closing of the CEI sale transaction and has agreed to
restructure its debentures upon the closing of the CEI sale
transaction and certain other conditions. Halifax Fund, L.P.
will waive all past defaults, penalties and interest due it
under its debenture agreements and will enter into two
subordinated notes with USPL for a three year term; one for $5.6
million which will have no conversion rights, and one for $2.8
million which will have conversion rights as follows:
$933,333.33 are convertible at $.75 per share, $933,333.33 are
convertible at $1.00 per share, $933,333.33 are convertible at
$1.25 per share. The interest will be at a rate of 10% per
annum, paid in kind for the first two years and in cash for the
third year.

Alsentzer added, "Given the circumstances, we are satisfied with
the terms of the deal we have received on the sale of CEI and we
will recommend our stockholders approve the transaction. We will
use the proceeds to significantly reduce our debt, and by doing
so, we anticipate the balance sheet and liquidity of USPL will
be much improved. Coupled with the nearly complete
reorganization of our Plastic Lumber operations, we believe USPL
should be well positioned to improve its financial condition and
profitably grow its remaining business."

USPL also has signed a Second Supplemental Forbearance Agreement
with its Senior Lenders in connection with USPL's Senior Credit
Facility extending the forbearance period from May 31, 2002 to
August 31, 2002 to allow the Company adequate time to close the
CEI sale transaction. The Forbearance Agreement permits USPL to
defer the principal and interest payments until the earlier of
the CEI sale transaction or August 31, 2002.

USPL also announced that it has signed a First Amendment to
Forbearance and Modification Agreement with the GE Capital
syndicate group extending the Forbearance Period, deferring
interest and principal payments through the earlier of the (i)
the closing of the CEI sale transaction or (ii) July 31, 2002.


UNIFORET INC: Obtains CCAA Protection Extension in Canada
---------------------------------------------------------
Uniforet Inc. and its subsidiaries, Uniforet Scierie-Pate Inc.
and Foresterie Port-Cartier Inc. have obtained from the Superior
Court of Montreal an order extending for an additional period of
90 days, expiring on September 15, 2002, the Court protection
afforded to the Company under the "Companies' Creditors
Arrangement Act".

As already announced, the meeting of the class of US
Noteholders-creditors to vote on the amended plan of arrangement
is still temporarily suspended, following the institution of
proceedings by a group of US Noteholders, until the composition
of that class of creditors is settled. The representations
concerning these proceedings were completed on March 15, 2002.
The Company awaits the decision of the Court and shall have a
new press release issued once this decision has been rendered.

The Company intends to keep on its current operations and its
customers are not affected by the Court order. Suppliers who
will provide goods and services necessary for the operations of
the Company will continue to be paid in the normal course of
business.

Uniforet Inc. is an integrated forest products company which
manufactures softwood lumber and bleached chemi-thermomechanical
pulp. It carries on its business through its subsidiaries
located in Port-Cartier (pulp mill and sawmill) and in the
Peribonka area in Quebec (sawmill). Uniforet Inc.'s securities
are listed on The Toronto Stock Exchange under the trading
symbol UNF.A, for the Class A Subordinate Voting Shares, and
under the trading symbol UNF.DB, for the Convertible Debentures.


VELOCITA CORP: Secures Nod to Hire Ravin Greenberg as Co-Counsel
----------------------------------------------------------------
Velocita Corp. and its debtor-affiliates sought and obtained
approval from the U.S. Bankruptcy Court for the District of New
Jersey to hire Ravin Greenberg PC as their co-counsel.

Ravin Greenberg will represent the Debtors in coordination with
the New York law firm of Weil, Gotshal & Manges LLP. The Debtors
assure the Court that the two firms have discussed a division of
responsibilities in connection with the representation of the
Debtors, and will avoid any duplication of services.

Ravin Greenberg will:

     a) take all necessary action to protect and preserve the
        estates of the Debtors, including the prosecution of
        actions on the Debtors' behalf, the defense of any
        actions commenced against the Debtors, the negotiation
        of disputes in which the Debtors are involved, and the
        preparation of objections to claims filed against the
        Debtors' estates;

     b) prepare on behalf of the Debtors, as debtors in
        possession, all necessary motions, applications,
        answers, orders, reports, and other papers in connection
        with the administration of the Debtors' estates; and

     c) perform all other necessary legal services in connection
        with the prosecution of these chapter 11 cases.

Ravin Greenberg informs the Debtors that it's professionals'
current standard hourly rates are:

          Nathan Ravin             $420
          Howard S. Greenberg      $420
          Stephen B. Ravin         $340
          Allan M. Harris          $340
          Bruce J. Wisotsky        $325
          Larry Lesnik             $310
          Morris S. Bauer          $290
          Brian L. Baker           $205
          Sheryll S. Tahiri        $175
          Chad B. Friedman         $150

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.


VIALINK COMPANY: Continues H.C. Wainwright Engagement as Advisor
----------------------------------------------------------------
The viaLink Company (VLNK:OTCBB) on May 30, 2002, successfully
concluded negotiations to terminate a lease agreement for its
previous headquarters located in Edmond, Oklahoma. The
termination relieves the Company from a rent payment obligation
of $28,750 per month which would have run until December 2005.
In exchange for the termination and release, viaLink agreed to
pay the landlord $100,000 in cash immediately and $100,000 in
cash or common stock of viaLink on or before June 15, 2002. The
Company will report a gain of approximately $400,000 in the
second quarter as a result of this transaction.

In addition, at the Company's Annual Meeting of Stockholders for
fiscal year 2001 held on June 4, 2002, the following votes were
reported:

    For the election to the Board of Directors of Jerry W.
Walker, 74,809,179 shares were voted in favor and 630,888 shares
against.

    For the re-election to the Board of Directors of Jimmy M.
Wright, 74,806,706 shares were voted in favor and 633,361 shares
were voted against.

    To amend the Articles of Incorporation of the Company to
authorize an additional 150,000,000 shares of common stock,
73,445,619 shares were voted in favor, 1,863,219 shares were
voted against, and 131,229 shares abstained.

    To ratify the appointment of KPMG LLP to serve as
independent auditors of the Company for the fiscal year ending
December 31, 2002, 75,093,797 shares were voted in favor,
230,926 shares were voted against, and 115,344 shares abstained.

Finally, the Company confirms it has continued the retention of
H. C. Wainwright & Co., Inc., to provide financial advisory
services in connection with the Company's continuing financial
and strategic initiatives with the intention of maximizing
stockholder value.

The viaLink Company (Nasdaq: VLNK) is the leading provider of
data synchronization and advanced e-commerce services to the
retail food industry. The viaLink Partner Package is a suite of
services that use synchronized data to give trading partners
visibility into product movement through the supply chain and
enable collaborative business processes. The company reported a
total shareholders' equity deficit of about $3 million as of
March 31, 2002.


WSR CORP: Court to Consider Liquidating Chap. 11 Plan on June 27
----------------------------------------------------------------
               IN THE UNITED STATES BANKRUPTCY COURT
                    FOR THE DISTRICT OF DELAWARE

IN RE:                             :      CHAPTER 11
WSR CORPORATION;                   :
R&S/LIQUIDATING COMPANY f/k/a      :      CASE NO. 98-1241 (MFW)
R&S STRAUSS, INC.;                 :
NATIONAL AUTOMOTIVE STORES, INC.;  :
And NATIONAL AUTO STORES CORP.     :      (JOINTLY ADMINISTERED)
           Debtors.                :

   NOTICE OF: (i) HEARING TO CONSIDER CONFIRMATION OF DEBTORS'
JOINT PLAN OR REORGANIZATION; (ii) VOTING AND OBJECTION DEADLINE
    IN CONNECTION WITH PLAN; (iii) DEADLINE FOR FILING MOTIONS
    PURSUANT TO RULE 3018(a) OF THE FEDERAL RULES OF BANKRUPTCY
      PROCEDURES; AND (iv) PROCEDURES FOR VOTE TABULATION

   PLEASE TAKE NOTICE that on March 19, 2002, the above-
captioned debtors and debtors in possession filed the DEBTORS'
JOIN LIQUIDATING CHAPTER 11 PLAN, with the united States
Bankruptcy Court for the District of Delaware, 824 Market
Street, Wilmington, Delaware 19801.

   PLEASE TAKE FURTHER NOTICE that the hearing to consider
confirmation of the Plan will commence on June 27, 2002 at 4:00
p.m. (prevailing Eastern Time), or as soon thereafter as counsel
can be heard, before the Honorable Mary F. Walrath, United State
Bankruptcy court for the District of Delaware, 824 Market
Street, Wilmington, Delaware.

   PLEASE TAKE FURTHER NOTICE that objections to confirmation of
the Plan, and any motions pursuant to Rule 3018(a) of the
Federal Rules of Bankruptcy Procedure seeking to estimate claims
for voting purposes, must be in writing, filed with the
Bankruptcy Court, and received by counsel for the Debtors,
counsel for the Unsecured Creditors Committee and the U.S.
Trustee, no later than 4:00 p.m. (prevailing Eastern Time) on or
before June 18, 2002.  Objections and Rule 3018(a) motions that
are not so received may be overruled by the Court.

   PLEASE TAKE FURTHER NOTICE that ballots accepting or
rejecting the Plan must be received no later than 4:00 p.m.
(prevailing Eastern Time) on June 18, 2002 by the Debtors' court
appointed notice, voting and claims agent, Bankruptcy Services
LLC at the address indicated below.

   This notice is only a summary of certain provisions of the
relevant Bankruptcy Court Orders.  Persons wishing to obtain a
copy of the Disclosure Statement with respect to the Plan and or
the Plan must make a written request to Bankruptcy Services LLC
at the address below or may obtain a copy of the Disclosure
Statement or Plan from the Bankruptcy court website:
http://www.deb.uscourt.gov  Further information regarding the
voting and related procedures may be obtained by contacting
Bankruptcy Services LLC, Attention:  WSR Corporation Ballot
Processing, 70 East 55th Street, 6th Floor, New York, New York
10022-3222, Attention: Ms. Kathy Gerber or at phone number (212)
376-8494.

                         DATED:  Wilmington, Delaware
                                 June 1, 2002

                         YOUNG CONAWAY STARATT & TAYLOR, LLP
                            /S/
                         --------------------------------
                         Robert S. Brady (No. 2847)
                         Maureen D. Luke (No. 3062)
                         The Brandywine Building, 17th Floor
                         PO Box 391
                         Wilmington, Delaware 19899-0391
                         (302) 571-6600
                         Attorneys for the Debtors and Debtors
                                   in Possession

                    BY ORDER OF THE COURT


WEST JEFFERSON: Files Voluntary Chapter 9 Petition in Alabama
-------------------------------------------------------------
            Notice to the Owners and Beneficial Owners
         of the Bonds, as the names and addresses of such
         Owners and Beneficial Owners appear on the books
          for registration and transfer of Bonds as kept
              by Sun Trust, as Trustee for the Bonds.

      Re: Mortgage and Trustee Indenture dated as of February 1,
          1999, as amended by the First Supplemental Mortgage
          and Trust Indenture dated as of June 1, 2000 (the
          "Indenture"), between the West Jefferson Amusement and
          Public Park Authority (the "Authority") and Sun Trust
          Bank, as Trustee (the "Trustee"), pertaining to
          $90,000,000 principal amount of First Mortgage Revenue
          Bonds (Vision and Alabama Project), Series 1999

          CUSIP: 953452, AD1, AE9, AF6, AG4, AH2

Please forward this notice to beneficial owners.

      Notice has been previously given pursuant to the
requirements of Section 13.1(a) of the Mortgage and Trust
Indenture related to the above referenced Bonds (the
"Indenture") by Sun Trust Bank, as trustee (successor in
interest to the Chase Manhattan Bank)(the "Trustee") of the
occurrence and continuation of certain defaults under the
Indenture. As indicated in the default notice, sufficient funds
have not been received by the Trustee to pay in full the
installments of principal and interest due on the Bonds.
Capitalized terms used but not defined herein shall have
respective meanings set forth in the Indenture.

      Pursuant to section 13.1(a) of the Indenture, the
Authority's failure to make timely payments of principal and
interest due on each Interest payment Date constitutes an Event
of Default. The Authority has failed to comply with requirements
of Section 10.2 of the Indenture as set forth therein, and there
are sufficient funds on deposit with the Trustee to make the
debt service payments when due.

      As previously noticed, sufficient moneys  have not been
paid by the Authority to permit the Trustee to make the
necessary deposits in the Bond Fund to comply with the Indenture
Requirements. Pursuant to Section 13.1(a), the Authority's
failure to make the required deposits and make available
sufficient moneys to pay principal and interest due on the
Interest Payment Date constitutes an Event of Default.

      The Authority, the Trustee and the holders of at least a
majority in aggregate principal amount of the outstanding Bonds
(the "Majority Bondholders" have been in discussion regarding
the financial condition and operations of VisionLand Park (the
"Project"). As you are aware, the Majority Bondholders directed
the Trustee to enter into a forbearance agreement with the
Authority pursuant to the requirements of Section 13.3 of the
Indenture. The Trustee and the Authority agreed to enter into a
forbearance agreement dated January 10, 2002 (the "Forbearance
Agreement") to address the existing Events of Default and
operations of the Project. The Majority Bondholders directed the
Trustee to enter into the Forbearance Agreement in light of the
current economic conditions of the Project, the time sensitive
nature of certain operating expenses in order to protect the
assets of the Project and as part of on-going negotiations with
the Authority.

      Subsequent to the Forbearance Agreement, the Bondholder
directed the Trustee to commence foreclosure proceedings on the
project and said proceedings were noticed on May 11, 2002.
During the required notice period of foreclosure, the City of
Bessemer ("Bessemer") initiated discussions with the Trustee
regarding the continuing operation of the Project and the
funding thereof. As a result of these discussions, the Majority
Bondholders directed the Trustee to enter into an agreement with
the Authority and Bessemer regarding funding the operation and
opening parts of the Project for the 2002 amusement park season
and forbearance of certain Events of Default under the
Indenture. The Trustee, Bessemer and the Authority agreed to
enter into a triparty agreement dated May 31, 2002 (the
"Triparty Agreement" to address the existing Events of Default
and operations of the Project.

Pursuant to the Triparty Agreement, Bessemer agreed to pay to
(i) the Authority an aggregate amount not to exceed $1,200,000
for expenses for opening parts of the project for the 2002
amusement park season the ("Prepayments"); and (ii) the Trustee
within sixty (60) days of the date of the Triparty Agreement
$163,367, which represents Bessemer's outstanding obligations
under it's Funding Agreement, dated September 2, 1996, which was
due and payable on October 2001 (the "Outstanding 2001 Funding
Agreement Payments"). Provided that the Prepayments and the
Outstanding 2001 Funding Agreement Payments are timely made, the
Trustee shall forbear from exercising any remedies available to
it under the Indenture and applicable law as a result of Events
of Default described above under the Indenture until 2:00 p.m.,
central time, on September 30, 2002 (the "Forbearance Period").

      During the Forbearance Period, the Authority may use all
Project Gross Revenues excluding: (i) the Gross Project Revenues
currently on deposit with the Trustee; (ii) any outstanding
Gross project Revenues due and outstanding to the Trustee; and
(iii) any of the Funding Agreement payments coming due October
2002 and thereafter, except the Prepayments. During the
Forbearance Period, the Authority shall continue to market the
Project for sale on a going concern basis and shall fully
cooperate with International Theme Park Services in marketing
the Project. Any sale of the Project shall be subject to the
approval of the authority and the Trustee. The Authority shall
provide various financial data regarding operations of the
Project on a periodic basis and shall inform the Trustee and the
holders in advance of any major meeting or teleconferences
regarding the project and shall offer counsel to the Trustee and
the holders the opportunity to attend such meeting or
participate in such teleconference. The parties to the Triparty
Agreement contemplated that the Authority would soon file a
petition for relief under Chapter 9 of the U.S Bankruptcy Code;
however, such acknowledgement does not in any way commit the
parties to any reorganization plan. In its sole discretion,
Bessemer may loan funds to the Authority for professional costs
and other expenses of a Chapter 9 case and such loans shall be
in addition to and separate from the Prepayments and the
Outstanding  2001 Funding Agreement payments and shall not be
set-off against any of Bessemer's Funding Agreement obligations.

      Notwithstanding that the Trustee has entered into this
Triparty Agreement, this is not to be construed as a waiver of
forfeiture of any of the Trustee's rights and remedies under the
Indenture, all of which are reserved.

      On June 4, 2002, the authority filed a voluntary petition
for relief under Chapter 9 of the Bankruptcy Code in the United
States Bankruptcy Court for the Northern District of Alabama;
Case No. 02-04303-BGC-9.  Information about the Bankruptcy can
be found on the homepage for the bankruptcy court,
http://www.alnb.uscourts.gov,by clicking on "VisionLand" on the
left-hand column of the screen. The foreclosure have been stayed
as a result of the filing for bankruptcy.

      The Trustee will inform the holders as material
developments occur. Holders with questions about this Notice
should direct them, in writing, to Deborah Moreyra, First Vice
President, Sun Trust Bank, 401 East Jackson Street, 10th Floor,
Tampa, Florida 33602

                                    Sincerely,

                                    SUNTRUST BANK, as Trustee

                                    By: Deborah Moreyra
                                    Its: First Vice President


WHEELING-PITTSBURGH: Dedicates No. 2 Paint Line at WV Facility
--------------------------------------------------------------
Wheeling-Pittsburgh Steel Corporation held a dedication ceremony
for its $14.6 million No. 2 Paint Line, located at its Wheeling
Corrugating Company's Beech Bottom, WV, facility. More than 200
guests attended a ceremony that included remarks by West
Virginia Gov. Bob Wise; James Muldoon, President of Wheeling
Corrugating Company; and David R. McCall, United Steelworkers of
America District 1 Director.

Construction of the paint line, which began in 2000, was
interrupted when the company filed for Chapter 11 bankruptcy
protection in November 2000. Construction resumed last year
after the state of West Virginia provided $400,000 of funding as
the final piece of a complex financing package. Production from
the line began earlier this year.

"This paint line is a concrete example of what can be
accomplished when private enterprise, organized labor and
government work together," said James G. Bradley, President and
CEO of Wheeling-Pittsburgh Steel. "By making this investment, we
improved our company's balance sheet, we increased employment
and enhanced the economic vitality of West Virginia's Northern
Panhandle.

"This project is also a symbol of the commitment by Wheeling-
Pittsburgh Steel, the United Steelworkers of America and the
state of West Virginia to work together for our mutual benefit,"
Bradley said. "Despite very difficult times for the steel
industry and for Wheeling-Pittsburgh Steel, we believed in each
other and we worked not just to survive a crisis in steel, but
to invest in the future."

Monday's dedication represents a turnaround for the Beech Bottom
plant which had been slated to close early in 1997. In August
1997, the life of the plant was extended on a temporary basis as
part of a labor agreement between Wheeling-Pittsburgh Steel and
the United Steelworkers of America. In 1999, the USWA Local
1238-1 ratified a new contract that will extend the life of the
plant indefinitely.

"[Mon]day's announcement is a tremendous example of management,
labor and state government working together to make this
operation a success," said Gov. Wise. "The state of West
Virginia made an investment in Wheeling-Pittsburgh Steel. We're
celebrating the results of that investment today. We're also
seeing what a great asset we have in our work force in West
Virginia. The working men and women of our state make West
Virginia an excellent place to live, work and do business."

The Beech Bottom plant's No. 1 and No. 2 paint lines will
produce painted steel coils for all Wheeling Corrugating
Company's facilities throughout the United States and provide
painting capacity for future expansion.

Suppliers who contributed to the project include Fata Hunter,
JD&E, ERB Electric, Valspar, H.E. Neumann and Bulk Chemical.
WesBanco provided a portion of the financing.

Wheeling Corrugating is a leading manufacturer of steel roofing
and siding for residential, light commercial and agricultural
markets. In addition, it is a major producer of steel decking
for the construction, highway and bridge building markets.


WORLD AIRWAYS: Appealing Nasdaq Staff Delisting Determination
-------------------------------------------------------------
World Airways, Inc. (Nasdaq: WLDA) has submitted its request for
a hearing before a NASDAQ Listing Qualifications Panel to ask
for continued listing of the Company's stock on the NASDAQ
SmallCap Market.

As reported in the Company's first quarter 10-Q for 2002, the
Company was previously notified by NASDAQ that it was reviewing
the Company's eligibility for continued listing since it was not
in compliance with Marketplace Rule 4310(c)(2)(B), which
requires the Company to meet a minimum net tangible assets,
stockholders' equity, market capitalization or net income from
continuing operations requirement for continued listing. To
facilitate this review, NASDAQ advised that on or before April
19 the Company must provide a specific plan to achieve and
sustain compliance with all listing requirements. Following
receipt of this notice, the Company submitted a request for
continued listing based on a plan to achieve net income from
continuing operations for the current fiscal year in excess of
the minimum requirement. The NASDAQ Staff was not satisfied that
the Company provided a definitive plan evidencing its ability to
achieve near-term compliance within a time frame that the Staff
was able to approve.

The Company is appealing the Staff's determination to the Panel
pursuant to procedures set forth in the NASDAQ Marketplace Rule
4800 Series. The delisting of the Company's stock will be
delayed pending the outcome of the hearing.  The hearing date
has not yet been set. There is no assurance that the Panel will
grant the Company's request for continued listing. If, after
the hearing, NASDAQ determines that the Company's continued
listing is not warranted, the Company will seek to have its
stock listed on the OTC Bulletin Board.

For fiscal 2000, World Airways reported net income of $19.6
million, adjusted for the positive effect of an accounting
change. Although the Company was not profitable in 2001, as a
result of the economic downturn and effects of September 11, it
reported net income of $4.9 million for the 2002 first quarter.

On May 28, 2002, the Company announced that it had received
official notice from NASDAQ that it had regained compliance with
the minimum bid price requirement of $1.00 per share, another
requirement for continued listing on the NASDAQ SmallCap Market.
The Company is currently in compliance with this requirement.

Hollis Harris, World Airways Chairman and CEO said, "We are
committed to fully cooperating with NASDAQ as we continue to
grow the Company and continue on a profitable path. We are 100-
percent focused on delivering upon our objective of
profitability for fiscal 2002.

"This year has shown strong progress in our operating
performance and financial results," he continued. "During the
month of May alone, we announced new and renewal business
totaling nearly $30 million, and we believe our work with the
Air Mobility Command and the continued additional flying
associated with that contract should continue to generate strong
revenues."

He added, "World has been successful in retaining its market
listing in the past, and we are hopeful that after our hearing,
our stock will continue to be listed on the NASDAQ SmallCap
Market."

Utilizing a well-maintained fleet of international range, wide-
body aircraft, World Airways has an enviable record of safety,
reliability and customer service spanning 54 years.  The Company
is a U.S. certificated air carrier providing customized
transportation services for major international passenger and
cargo carriers, the United States military and international
leisure tour operators.  Recognized for its modern aircraft,
flexibility and ability to provide superior service, World
Airways meets the needs of businesses and governments around the
globe.


WORLDCOM INC: Says Qwest is "Asking Far Too Much, Way Too Soon"
---------------------------------------------------------------
Background:  Friday, Qwest filed its first application with the
Federal Communications Commission seeking authority to provide
long distance service in (Colorado, Idaho, Iowa, Nebraska and
North Dakota).  Under the federal Telecommunications Act of
1996, regional Bell monopolies such as Qwest are required to
show that they have irreversibly opened their local phone
markets to competitors on a state-by-state basis before being
allowed to offer long distance services.

The following statement should be attributed to Jim Lewis,
WorldCom (Nasdaq: WCOM) Senior Vice President of Public Policy:

    "Qwest is asking far too much, way too soon.  The fact is
tests show Qwest's region-wide local phone systems are not ready
to perform at commercial volumes.  Couple that with the
exorbitant rates Qwest charges its competitors to access its
public phone network and you might as well be telling Qwest's
customers their ability to receive lower local phone prices and
better service is just not a priority.  In the end, if Qwest
doesn't open its markets to fair local competition before it
gets into the already competitive long-distance industry
everybody suffers but the big monopoly.

    "It's now up to the Department of Justice and Federal
Communications Commission to force Qwest to fix its problems
before it gets into long-distance.  WorldCom certainly welcomes
competition.  But competition at the expense of consumers is
just not how the game should be played."

                           *   *   *

Qwest Communications International Inc. (NYSE: Q) filed an
application with the Federal Communications Commission (FCC) for
authority to provide long-distance service to millions of
customers in Colorado, Idaho, Iowa, Nebraska and North Dakota.
Over the summer and fall, Qwest plans to file similar
applications for long-distance authority in the nine other
Western states where it provides local communications.  Qwest is
the first company to file as many as five states with the FCC at
one time and all states participated in the most thorough and
comprehensive systems and performance test ever conducted.

Qwest filed with the FCC after regulators in the five states
completed extensive hearings by finding that Qwest met all
applicable requirements of the Telecommunications Act of 1996.
The state commissions are scheduled to make formal
recommendations to the FCC supporting Qwest's application in
approximately 20 days.  Qwest believes it has met all
requirements of the act and expects to receive FCC approval 90
days after today's filings.

"This is a great day for customers in the West and a real
milestone for Qwest.  Our local markets are fully and
irreversibly open to competitors and now it's time to open up
the long-distance market to Qwest," said Joseph P. Nacchio,
Qwest chairman and CEO.  "The real winners will be customers in
Colorado, Idaho, Iowa, Nebraska and North Dakota who will soon
get the benefits of real long-distance competition and savings
on their phone bill. And customers in our nine other states can
look forward to the same savings very soon."

Qwest has spent more than $3 billion to open its markets to
competitors and comply with the act.  Today's filing contains
extensive evidence that Qwest has met all the requirements of
the act.

Qwest currently provides long-distance services outside of its
14 Western states.  However, when Qwest acquired U S WEST on
June 30, 2000, Qwest had to divest itself of its long-distance
business in those states.  Under the act, Qwest can re-enter the
long-distance business in a state once its application to the
FCC has been approved.

                        Systems Tests

The FCC application includes data from an extensive third-party
test of Qwest's systems and performance that demonstrates
Qwest's excellence in providing wholesale services.  The test
covered 13 of the 14 states in Qwest's local service territory
and was conducted by regulators from throughout those states.
During the test, tens of thousands of transactions were
monitored to confirm Qwest's ability to facilitate orders,
installation, repair, billing and other services ordered by
competitive local telephone companies.  Qwest has also passed a
separate and comparable systems test in Arizona.

              Consumer Savings, Performance Assurance

Residential and business customers in Qwest's region could save
more than $1 billion annually with Qwest's re-entry into the
regional long-distance business, according to a study by
Professor Jerry A. Hausman, director of the Massachusetts
Institute of Technology Telecommunications Research Program.
Qwest's long-distance service offering will save customers in
Colorado, Idaho, Iowa, Nebraska and North Dakota more than $350
million annually, according to the study.

Regulators in the five states also have approved comprehensive
performance monitoring and enforcement plans to ensure the
service standards for its wholesale customers remain strong.
The plans provide individual competitors with damages if Qwest
does not provide competitive local exchange carriers the same
level of service that it provides its own retail operations or
if Qwest fails to meet applicable benchmarks standards.  Those
damages could total as much as 36 to 44 percent of the net local
service revenue that Qwest derives from local exchange services,
depending on the state.

               Local and Long-Distance Competition

Local phone service competition in Qwest's territory is strong,
underscoring that Qwest has met FCC requirements for its
application.  In most Qwest states, competitors have captured a
far greater percentage of customers than they had in New York
and Texas -- eight and 12 percent respectively -- at the time
local phone companies there received FCC approval to offer
long-distance service.

Customers have responded positively to increased competition in
the long-distance market in the states where the FCC has
approved long-distance applications.  In the 12 months after
Verizon received long-distance approval in New York,
approximately 20 percent of customers switched to a Verizon
long-distance plan.  In Texas, more than 20 percent of local
customers switched to an SBC long-distance calling plan in the
first nine months the company was authorized to provide service.

Qwest Communications International Inc. (NYSE: Q) is a leader in
reliable, scalable and secure broadband data, voice and image
communications for businesses and consumers.  The Qwest Macro
Capacity(R) Fiber Network, designed with the newest optical
networking equipment for speed and efficiency, spans more than
190,000 miles globally. For more information, please visit the
Qwest Web site at http://www.qwest.com

                         *   *   *

As reported in Troubled Company Reporter's May 29, 2002 edition,
Standard & Poor's said that its double-'B' corporate credit
rating on global communications provider WorldCom Inc. remains
on CreditWatch with negative implications following the
company's announcement that it will eliminate the MCI Group
tracking stock as of July 12, 2002, and the related dividend.
Clinton, Missouri-based WorldCom had about $30 billion total
debt outstanding as of March 31, 2002.


WORLDCOM INC: S&P Hatchets Corp. Credit Rating to B from BB
-----------------------------------------------------------
Standard & Poor's lowered its long-term corporate credit rating
on global communications provider WorldCom Inc. to single-'B'-
plus from double-'B' due to the company's anticipated delay in
obtaining an approximately $5 billion bank facility, increased
refinancing risk associated with large debt maturities
commencing in 2003, and the continued weak environment for long-
distance services. In addition, the company's confirmation that
it will further cut capital spending by $1 billion in 2003 and
reduce its workforce by 20% could negatively impact future
growth prospects.

The rating remains on CreditWatch with negative implications.
Clinton, Miss.-based WorldCom had about $30 billion total debt
outstanding as of March 31, 2002.

"Even if the bank loan is successfully negotiated, we are
concerned about WorldCom's asset valuation in relation to its
total debt outstanding, as the demand for long-distance voice
and data services continues to be impacted by a slow economic
recovery, technology substitution, and competition," Standard &
Poor's credit analyst Rosemarie Kalinowski said. "Moreover,
because of WorldCom's debt load and excess long-haul capacity in
the market, the potential of being acquired by a financially
stronger entity is limited in the near term."

In May 2002, WorldCom fully drew down its $2.65 billion bank
credit facility that terms out in June 2003. At that time, the
company indicated that it intended to obtain a larger term
secured facility. Standard & Poor's said it is concerned about
the potential delay in obtaining the new bank facility because
of its impact on the company's liquidity position over the next
year. Composition of the financial covenants in this facility
will be essential to improving the company's liquidity position
as debt totaling more than $9 billion over the next three years
comes due. The bank facility is also a major factor to
reestablishing investor confidence and access to the capital
markets.

In resolving the CreditWatch listing, Standard & Poor's said it
will review the terms of the new bank agreement. In addition,
unless the company presents a credible plan to meet upcoming
maturities, ratings could be lowered further. Standard & Poor's
also noted that, depending on the terms of the credit facility
security, unsecured issues could be notched below the corporate
credit rating.

Worldcom Inc.'s 8% bonds due 2006 (WCOM06USN1), DebtTraders
reports, are quoted at a price of 51. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOM06USN1
for real-time bond pricing.


XO COMMS: Overview of Dual-Track Chapter 11 Reorganization Plan
---------------------------------------------------------------
XO Communications, Inc., with a lot of blanks to be filled in,
filed a chapter 11 plan of reorganization and a disclosure
statement in support of that plan contemporaneously with its
Voluntary Petition.  XO's Plan is designed to implement
whichever of three options can close and will deliver the
greatest value to XO's creditors.  The three options are:

      (1) the Forstmann Little and Telmex Transaction;

      (2) completing any competitive transaction with another
          third-party that tops the Forstmann Little deal; and

      (3) a Stand-Alone Plan of Reorganization under which XO
          will deleverage its balance sheet and emerge as a
          reorganized stand-alone company.

Creditors don't get to vote on which option they want.  Rather,
creditors will vote for or against a plan saying that XO will do
the best deal it can with a third-party or restructure on a
stand-alone basis.

For any chapter 11 plan to achieve confirmation, it must deliver
greater value to creditors then they would realize in a chapter
7 liquidation.  This is the so-called best interests of
creditors test articulated at 11 U.S.C. Sec. 1129(a)(7).  If
creditors will recover more in a liquidation scenario the
bankruptcy court must reject the chapter 11 plan.  Thus, for XO
to confirm a chapter 11 plan, whatever deal is finally done
under that plan must deliver more to creditors than what they'd
get if XO were liquidated.

To estimate potential returns to creditors in a Chapter 7
liquidation, XO management has determined, as might a Bankruptcy
Court conducting such an analysis, the amount of cash
liquidation proceeds that might be available for distribution
and the allocation of such proceeds among stakeholders based on
their relative priorities.  XO management says it considered
many factors and data, including (i) the operating and financial
performance of XO, (ii) the attractiveness of the assets of XO,
respectively, to potential buyers, (iii) the potential universe
of buyers, (iv) the potential impact of the Chapter 7 cases upon
the businesses of the Debtor, as well as on the realizable value
from the liquidation of the non-cash assets of XO, (v) the
relative timing of the potential sale of the Debtor's assets,
and (vi) an analysis of the liabilities and obligations of XO.
For the purposes of this analysis, the Debtor has assumed that
the liquidation of all assets would be conducted in an orderly,
yet expedited, manner over a six-month period commencing on
September 30, 2002.

XO concludes that in a liquidation scenario, its estate would be
reduced to a pile of cash totaling, in millions:
                                                 Estimated
                             Book Value at    Liquidation Value
Asset or be Liquidated        April 30, 2002    Low        High
----------------------        --------------   -----      ------
Cash & Securities                    $0.0       $0.0        $0.0
Accounts Receivable                   0.0        0.0         0.0
Pledged Securities                   13.4        0.0         0.0
Other Current Assets                 69.4        1.9         2.1
Plant, Property & Equipment          76.4        2.6         7.2
Wireless Licenses                   936.6        9.4        46.8
Other Assets                        156.1        1.4         2.9
Intercompany Receivables                       676.3       942.7
                                              ------    --------
Total Liquidation Proceeds                    $691.6    $1,001.7

Less: Costs of Liquidation
Operating Expenses to 9/30/02                  134.9       134.9
Wind-Down Costs                                232.9       232.9
Employee Severance Costs                        52.9        52.9
Transaction Costs                               13.8        20.0
                                              ------    --------
Net Liquidation Proceeds                      $257.0      $560.9
                                              ======    ========

XO's capital lease obligations would take the first dip into
that pile of cash, consuming $24.7 million.  The $232.3 to
$536.2 million balance would be delivered to XO's Senior Secured
Lenders to compromise their $1,028,000,000 claim at 22% to 52%.
Unsecured creditors would take nothing from the estate and, of
course, no value would flow to preferred or common shareholders.

The Forstmann Little and Telmex Investment Agreement proposes to
exchange an 80% ownership stake in Reorganized XO in exchange
for an $800 million cash investment.  That investment implies
that the Forstmann Little Telmex Transaction delivers value
equal, in millions, to:

      Cash Purchase Price                               $800.0
      Post-Transaction Equity Ownership                     80%
      Implied Total Company Equity Value               1,000.0
         Plus: Restructured Bank Debt                  1,000.0
         Plus: Capital Lease Obligations                  24.7
      Aggregate Implied Post-Money Purchase Price      2,024.7
         Less: Net Cash Invested in XO (net of $200
               million allocation to Senior Notes)      (600.0)
      Aggregate Implied Pre-Money Purchase Price       1,424.7

Creditors line-up in XO's restructuring and fall into these
classes under the Debtor's Plan:

   Class  Description                           Aggregate Claims
   -----  -----------                           ----------------
     1    Senior Secured Lenders                  $1,008,535,928
     2    Other Secured Claims                        16,086,068
     3    Non-Tax Priority Claims                   Undetermined
     4    Convenience Claims                             473,388
     5    General Unsecured Claims                    27,245,628
     6    Senior Note Claims                       3,871,499,724
     7    Subordinated Note Claims                   545,272,500
     8    Securities Claims                         Undetermined
     9    Old Preferred Stock Interests            1,754,006,844
    10    Old Class A Common Stock Interests          18,763,031
    11    Other Old Equity Interests                Undetermined

The Forstmann Little and Telmex Transaction delivers creditor
recoveries equal to:

   100.0% to holders of Capital Lease Obligation Claims;
   100.0% to the Senior Secured Lenders;
     9.8% to holders of XO Senior Notes (in the form of $200
             million in cash plus 17.9% of the New Equity);
     8.5% to holders of General Unsecured Claims (in the form of
             $1 million in cash plus 0.1% of the New Equity);
             and
     0.0% to Old Equity.

Any offer that competes with the Forstmann Little and Telmex
Transaction that follows the same structure will boost
recoveries to holders of the Senior Notes and General Unsecured
Claims.

If XO can't do a deal with a third-party, the Stand-Alone Plan
will be premised on a Total Enterprise Value, in millions, equal
to:

      Stated Pre-Rights Equity Value                    $475.0
         Plus: Estimated Revolver Drawdown                 0.0
         Plus: New Junior Secured Loans                  500.0
         Plus: Capital Lease Obligations                  24.7
                                                      --------
      Aggregate Implied Pre-Rights Enterprise Value     $999.7
         Plus: Rights Offering Proceeds                  250.0
                                                      --------
      Aggregate Implied Post-Rights Enterprise Value  $1,249.7
                                                      ========

Under an agreement with 58% of the Senior Secured Lenders, the
Stand-Alone Plan Option provides for enterprise value "gifts"
from the Senior Secured Lenders to junior creditors to provide
recoveries estimated at:

   Without the Rights Offering
   ---------------------------
   100.0% to holders of Capital Lease Obligation Claims;
    92.6% to the Senior Secured Lenders (in the form of $458
             million for 100% of the New Equity and $476 million
             of New Junior Secured Loans);
     0.5% to holders of XO Senior Notes (in the form of $17
             million in New Warrants);
     0.4% to holders of General Unsecured Claims; and
     0.0% to Old Equity.


   With the Rights Offering
   ------------------------
   100.0% to holders of Capital Lease Obligation Claims;
    96.1% to the Senior Secured Lenders (in the form of $492
             million for a 65.5% cut of the New Equity and $476
             million of New Junior Secured Loans);
     0.9% to holders of XO Senior Notes (in the form of a 34.5%
             share of the New Equity, having an implied value of
             $259 million, plus $27 million in New Warrants less
             the $250 million paid to participate in the Rights
             Offering);
     0.6% to holders of General Unsecured Claims; and
     0.0% to Old Equity.

(XO Bankruptcy News, Issue No. 1; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ZIFF DAVIS: Senior Bank Lenders Agree to Amend Credit Facility
--------------------------------------------------------------
Ziff Davis Media Inc. has received consents from and has an
agreement in principle with holders of approximately 90% of the
outstanding loans under its Senior Credit Facility regarding a
proposed amendment to the existing credit agreement. The
proposed amendment provides for, among other things, the
Company's existing senior credit agreement to be amended and
restated, subject to certain customary conditions, including the
final approval by all of the lenders and the completed
restructuring of the Company's $250 million of 12% Senior
Subordinated Notes.

Robert F. Callahan, Chairman and CEO of Ziff Davis Media said,
"The support we continue to receive from our senior lenders
represents another significant step forward in our mission to
complete the comprehensive financial restructuring plan we have
been working diligently to implement over the last six months.
This progress, combined with the actions we have taken to
restructure our operations, will strongly position this Company
for long-term growth."

In addition, Ziff Davis Media reported that it has formally
commenced the solicitation of votes in support of its financial
restructuring plan from holders of the Old Notes and the senior
lenders. The Company reiterated that it is on track to complete
its financial restructuring by the end of the summer.

Ziff Davis Media Inc. is a special interest media company
focused on the business, gaming and personal technology markets.
In the United States, the company publishes 10 industry leading
business and consumer publications: PC Magazine, eWEEK,
Baseline, CIO Insight, Yahoo! Internet Life, Electronic Gaming
Monthly, Xbox Nation, Official U.S. PlayStation Magazine,
Computer Gaming World and GameNow. There are 45 foreign editions
of Ziff Davis Media's publications distributed in 76 countries
worldwide. In addition to producing companion sites for all of
its magazines, the company develops tech enthusiast sites such
as ExtremeTech.com. Ziff Davis Media provides custom publishing
and end-to-end marketing solutions through its Integrated Media
Group; industry analyses through Ziff Davis Market Experts; and
state-of-the-art Internet and technology testing through
eTesting Labs. The company also produces seminars and webcasts.
For more information, visit http://www.ziffdavis.com


* Holly Etlin Joins Crossroads as Principal in New York Office
--------------------------------------------------------------
Crossroads LLC, a leading international consulting firm based in
Irvine and New York City is pleased to announce that Holly
Felder Etlin has joined the firm as a principal in its New York
office.

Ms. Etlin, 44, who specializes in advising companies, creditors
and other parties-in-interest in the retail, distribution,
consumer products and high technology industries, will focus on
reorganization services in the firm's Financial Advisory
Practice, which is headed by Ruth E. Ford.

Ms. Etlin, a Certified Insolvency and Reorganization Advisor and
a recognized leader in the reorganization field, has over 20
years of experience in strategy and viability assessment,
business planning, liquidity management, operations improvement
and various aspects of bankruptcy restructuring and litigation.

"The current economic environment is helping fuel increased
demand for Crossroads' services," said Dennis Simon, managing
principal. "Holly will play a key role in our financial advisory
practice, providing solutions to restore value for the
stakeholders of troubled and underperforming companies."

Ms. Etlin was formerly a partner at Deloitte Consulting and
served as Deloitte's National Director of the Reorganization
Services Practice from 1995 to 2000, where she oversaw numerous
in-court and out-of-court restructurings. Among her notable
engagements was restructuring the Forzani Group Ltd., the
largest specialty sporting goods chain in Canada, a company that
was named by the Canadian press "turnaround of the year". Ms.
Etlin was appointed Independent Examiner by the U.S. Trustee in
the bankruptcy of AmeriServe Food Distribution, a $9 billion
dollar company. She also advised the Debtor in the Quaker Coal
Chapter 11 case, guiding the bank negotiations and initial
stabilization activities. She conducted a sale process for the
various divisions at the company, advised management on business
issues and worked closely with management and counsel on the
Plan of Reorganization.

"This is a tremendous opportunity and I am looking forward to
working closely with Dennis, Ruth and the rest of the Crossroads
team," said Ms. Etlin. "Crossroads has a great track record as a
results oriented firm that has the ability to move swiftly and
expertly to address the issues facing companies in turmoil. The
firm provides an excellent platform for my practice."

Ms. Etlin is a graduate of UCLA with a Bachelor of Arts in
Economics. She is a national board member of the Turnaround
Management Association and is a frequent guest speaker at
turnaround industry conferences and events.

Founded in 1997 Crossroads, LLC is a national, multifaceted
consulting firm serving most major industry sectors. The firm
has its corporate headquarters in Irvine, California, a regional
headquarters in New York City and other offices in Dallas and
Houston, Texas; Kansas City, Missouri and Wilmington, Delaware.
The firm has five specialized practices: Financial Advisory;
Corporate Finance; Turnaround Management; Operations Improvement
and Litigation Analytics, Valuations and Investigative Services.
The practices function independently or in an integrated
fashion.


* O'Melveny & Myers LLP Names Bruce Boulware as New COO
-------------------------------------------------------
Bruce Boulware will join O'Melveny & Myers as its chief
operating officer. In this new role, Mr. Boulware will be
responsible for all practice and business support operations and
a key participant in development and execution of the firm's
business strategies. He will serve as a member of the firm's
senior management team, the Office of the Chair.

Mr. Boulware has over 20 years experience in law firm
management, serving for the past five years as chief operating
officer of Orrick, Herrington & Sutcliffe. He is well known and
recognized in the legal community for his effective strategic
and management leadership. The chief operating officer is an
expanded leadership role at O'Melveny, and Mr. Boulware will
succeed Charles Wharton, who served with distinction as the
firm's executive director for the past sixteen years and retired
as of May 31, 2002.

"We are delighted that Bruce has decided to join our firm", said
A.B. Culvahouse, O'Melveny's chair. While we will all miss
Charles Wharton's immense contributions over the past sixteen
years, it was our good fortune that Bruce was motivated by the
challenges and expansion of this role at our firm that caused
him to even consider leaving Orrick. He brings a wealth of
global law firm business management experience to our firm at a
time when we are committed to aggressively expanding our
horizons."

"The opportunity that has developed at O'Melveny is both
exciting and unexpected. It is an excellent firm and succeeding
Charles Wharton, my friend for 25 years and mentor for 10 of
those, is an honor and a privilege" said Mr. Boulware. "Orrick
is also an excellent firm, and my five years with the fine
people here have been personally enjoyable and professionally
stimulating."

"We greatly appreciate Bruce's contribution to Orrick over the
last five years and wish him the best in his new position at
O'Melveny & Myers," said Ralph Baxter, chairman and chief
executive officer of Orrick.

"Bruce's experience brings the kind of talent and know-how we
need for this very important role in our firm. We are delighted
that he chose to join us," stated Bob Willett, vice chair of
O'Melveny, who headed the nation wide search for Mr. Wharton's
successor.

Mr. Boulware is expected to complete the transition to O'Melveny
around Labor Day.

O'Melveny & Myers maintains 13 offices around the world. The
firm's expertise spans virtually every area of legal practice,
including Mergers and Acquisitions; Capital Markets; Banking and
Finance; Entertainment and Media; Copyright, Trademark and
Internet; Patent and Technology; Trade and International Law;
Labor and Employment; Litigation; White Collar; Real Estate and
Project Development and Finance; Tax and Bankruptcy.


* Meetings, Conferences and Seminars
------------------------------------
June 20-21, 2002
   RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
      Fifth Annual Conference on Corporate Reorganizations
         Fairmont Hotel, Chicago
            Contact: 1-800-726-2524 or ram@ballistic.com

June 27-29, 2002
   ALI-ABA
      Chapter 11 Business Reorganizations
         Fairmont Copley Plaza, Boston
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

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

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

July 12-17, 2002
   COMMERCIAL LAW LEAGUE OF AMERICA
      108th Annual Convention
         Grand Summit Hotel, Park City, Utah
            Contact: 312-781-2000 or clla@clla.org or
                     http://www.clla.org/

July 17-19, 2002
   ASSOCIATION OF INSOLVENCY AND RESTRUCTURING ADVISORS
      Bankruptcy Taxation Conference
         Snow King Resort, Jackson Hole, WY
            Contact: (541) 858-1665 Fax (541) 858-9187 or
                      aira@airacira.org

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

September 26-27, 2002
   ALI-ABA
      Corporate Mergers and Acquisitions
         Marriott Marquis, New York
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

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

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

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

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

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

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

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

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

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

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

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


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

                          *********

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

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

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

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

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

                          *********

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

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

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

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

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

                     *** End of Transmission ***