TCR_Public/020621.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, June 21, 2002, Vol. 6, No. 122     


360NETWORKS: Secures Third Extension of Exclusive Periods
AES CORPORATION: S&P Views CEO Change as Neutral for Credit
ANC RENTAL: Pushing to Consolidate Orlando Airport Operations
ADELPHIA BUSINESS: Beal Capital to Provide $15MM DIP Facility
AMES DEPT: Wants OK to Pay KRC Acquisition $1.7MM+ Break-Up Fee

APPLIED THEORY: Completes Asset Sale to Fastnet and ClearBlue
AQUASEARCH INC: Will Make Late Form 10-QSB Filing
BALTEK CORP: Must Revise US Credit Pact to Dodge Likely Default
BERRY PLASTICS: S&P Rates Proposed $455MM Credit Facility at B+
BETHLEHEM STEEL: Agrees to Let PBGC File Consolidated Claim

BIG BUCK: Has Until Aug. 13 to Meet Nasdaq Bid Price Requirement
BRIDGE INFO: Cantor Seeks Allowance of $26MM Admin. Expense
CMS ENERGY: Fitch Maintains Watch Negative on Several Ratings
CELL TECH: December 31 Working Capital Deficit Narrows to $6MM
CHATTEM INC: S&P Revises Outlook on B+ Rating to Stable   

COLUMBUS MCKINNON: S&P Keeps Watch on B+ Corporate Credit Rating
COMDISCO INC: Intends to Conduct 2004 Exam. on Moneyline Lease
COVANTA ENERGY: Consents to Sale of Hockey League Franchise
DAVE & BUSTER: S&P Assigns B Rating to $165MM Sr. Secured Notes
DELTA FINANCIAL: Asset-Backed Securitization Priced at $200MM

DESA HOLDINGS: Wants to Hire Kekst and Company as PR Consultants
DYNASTY COMPONENTS: Confirms Will Not File Financial Reports
EOTT ENERGY: Posts $2.3 Million Net Loss for First Quarter 2002
ENCORE ACQUISITION: S&P Assigns BB- Corporate Credit Rating
ENRON CORP: Liquids Unit Gets OK to Sell Natural Gas Inventories

ENRON CORP: Wins Nod to Expand Susman Godfrey Engagement Scope
EXIDE TECHNOLOGIES: Taps Morrison & Foerster as Special Counsel
FEDERAL-MOGUL: Court Okays Stipulation with Northern Insurance
FOCUS INSURANCE: Intends to Declare Dividend on July 22, 2002
GATEWAY DISTRIBUTORS: Expects Better Results After Fin'l Workout

GLOBAL CROSSING: Gets Okay to Assume CEO Legere Employment Pact
GLOBAL CROSSING: Will Provide Int'l Voice Services to Techtel
GROUP TELECOM: Talks with Lenders About Financial Workout Plan
GROUP TELECOM: 3 Shaw Nominees Step-Down from Board of Directors
IMP: Sells 499K Shares to Certain Vendors via Private Placement

IT GROUP: Court Okays UBS Warburg and Lehman Bros. as Advisors
IMMTECH INT'L: Shareholders Continue Selling Up to 1.8MM Shares
IMMUNE RESPONSE: Pursuing Equipment Debt Arrangement Workout
IMPSAT FIBER: Maintaining Existing Cash Management System
INTERNET ADVISORY: Proposes to Amend Articles of Incorporation

JUNIPER CBO: Deterioration in Credit Enhancement Concerns S&P
KAISER ALUMINUM: Wants Plan Filing Exclusivity Moved to Dec. 12
KMART: Changes Name of Web Site to from
KNOWLEDGE HOUSE: Financial Reporting Defaults Continue
KOMAG INC: Intends to Padlock Plant in Santa Rosa, California

LEGACY HOTELS: S&P Hatchets Long-Term Corp. Credit Rating to BB+
LIONBRIDGE TECHNOLOGIES: Shareholders' Meeting Set for July 29
LYONDELL CHEMICAL: S&P Assigns BB $275M Senior Notes Rating
METALS USA: Wins Nod to Implement Key Employee Retention Plan
METROCALL: Gets Nod to Pay Critical Vendors' Prepetition Claims

N-VIRO INT'L: Shares Start Trading on OTC Bulletin Board
NAPSTER INC: Gets Nod to Appoint Logan & Company as Claims Agent
NATIONAL ENERGY: Gets Approval to Amend Cert. of Incorporation
NATIONSRENT INC: Banc One Says Ritchie Bros. 'Lacks Experience'
NETWORK ACCESS: Brings-In Shook Hardy as FCC Regulatory Counsel

NEWPOWER HOLDINGS: Selling Gas Business to Southern Co. for $28M
NORTEL NETWORKS: Will Deliver Voice Over IP to Compass Bank
OM GROUP: S&P Assigns BB Rating to Proposed $600MM Term Loan C
ONI SYSTEMS: S&P Assigns B- Rating to Sub. Debt Assumed by Ciena
OWENS CORNING: Enters Exclusive Marketing Agreement with Knauf

PHILIPP BROTHERS: S&P Junks Credit Rating On Liquidity Concerns
PRESIDENT CASINOS: Files for Chapter 11 Relief in Mississippi
PSINET: Court Fixes July 26 Consulting/Knowledge Claims Bar Date
RELIANCE GROUP: Resolves Some D&O Insurance Coverage Disputes
SNTL INC: Court Confirms Amended Plan of Reorganization

SAFETY-KLEEN: Sues Inacom South East to Recoup $1.2MM Preference
SALIENT 3 COMMS: Brings-In KPMG Replacing Arthur Andersen
SIX FLAGS: S&P Rates $1.05 Billion Facility Bank Loan at BB-
SOLUTIA INC: Weak Fin'l Profile Spurs S&P to Cut Rating to BB
TELEWEST COMMS: Informal Committee Nixes Liberty Tender Offer

USEC: S&P Revises Outlook to Stable Over Resolved Uncertainties
USG CORP: Seeks Approval to Hire Wollmuth Maher as N.J. Counsel
UNITED STATIONERS: S&P Affirms BB Corporate Credit Rating
WEIRTON STEEL: Closes Exchange Offers for $300MM Debt Issues
WELLCARE MANAGEMENT: Special Shareholders' Meeting on July 30

WESTERN INTEGRATED: Inks Pact to Sell Assets to SureWest Comms.
WORLDCOM: S&P Hatchets 4 Related Synthetic Transactions to B+

*BOOK REVIEW: The Oil Business in Latin America: The Early Years


360NETWORKS: Secures Third Extension of Exclusive Periods
Judge Gropper rules that the Exclusive Plan Filing Period during
which 360networks inc., and its debtor-affiliates may file a
plan of reorganization is extended to July 1, 2002.  If the
Debtors file a plan by that date, they get an automatic
extension through July 19, 2002.  However, if they don't file a
plan by July 1, 2002, the exclusive period terminates.

The Court further rules that the Debtors' exclusive period
wherein they may solicit acceptances to their plan of
reorganization 1s extended to September 16, 2002. (360
Bankruptcy News, Issue No. 25; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   

AES CORPORATION: S&P Views CEO Change as Neutral for Credit
Standard & Poor's views the retirement of Dennis Bakke as chief
executive officer of The AES Corp. and the appointment by the
board of directors of Paul Hanrahan, formerly one of four chief
operating officers, as his replacement as neutral for the
credit. Mr. Hanrahan outlined a number of priorities in a
conference call on June 19, 2002 that are credit-focused,
including increasing liquidity, deleveraging the company through
asset sales and equity issuances, and possibly selling or
spinning off businesses in Latin America that are currently
detracting from shareholder value. While the increased credit
focus is encouraging, the future of the credit is dependant less
upon plans and goals and more upon execution.

AES Corporation's 10.25% bonds due 2006 (AES06USR1), DebtTraders
reports, are quoted at a price of 56. See  
real-time bond pricing.

ANC RENTAL: Pushing to Consolidate Orlando Airport Operations
ANC Rental Corporation and its debtor-affiliates ask the Court
to allow them to reject the Alamo Bus Permit and to assume the
National Concession Agreement and the National Lease and assign
them to ANC. The agreements were entered into with the Greater
Orlando Aviation Authority, the controlling authority at the
Orlando International Airport in Orlando, Florida.

Mark J. Packel, Esq., at Blank Rome Comisky & McCauley LLP in
Wilmington, informs the Court that since the agreements do not
prohibit dual branding by the concessionaire, the assignment
will allow ANC to operate both the National and Alamo tradenames
at the airport.  As of the date of the Motion, National owes the
airport authority $476 in pre-petition expenses and $994,834 in
post-petition expenses.  In addition, Alamo owes the Authority
$846,272.00 in pre-petition expenses.  Alamo does not owe the
Authority any post-petition amounts.

Mr. Packel assures that the Debtors will be curing all the
arrearages due and owing under both the National and Alamo brand
names.  The airport authority will make a claim against the
performance bond posted by Alamo pursuant to the Alamo Bus
Permit in the amount of the pre-petition debt and upon
satisfaction thereof, the Authority will promptly release and
return to Alamo the Performance Bond marked "cancelled."  The
Debtors will also pay any postpetition debt outstanding to the
airport authority arising pursuant to the Alamo Bus Permit.

Mr. Packel states that the relief requested is in the best
interests of the Debtors since it will result in savings of over
$10,199,000 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)

ADELPHIA BUSINESS: Beal Capital to Provide $15MM DIP Facility
Adelphia Business Solutions (Pink Sheets: ABIZQ) has entered
into an agreement with Beal Capital Markets, Inc., of Plano,
Texas in which Beal expresses an interest in providing to ABS a
proposed $15 million secured debtor-in-possession credit
facility, pending the satisfaction of numerous material
conditions, including the negotiation and execution of a
definitive agreement and the formal approval of the U.S.
Bankruptcy Court. ABS believes that, in conjunction with
previous modifications to ABS' business plan, the Credit
Facility will provide ABS with the necessary liquidity to emerge
from the Chapter 11 process.

A copy of the Agreement will be filed by ABS with the Securities
and Exchange Commission as an exhibit to a current report on
Form 8-K and made available on the SEC's Web site

Under its modified business plan, ABS will continue to conduct
business operations in 35 company-owned markets located in the
eastern half of the U.S., and in 17 other company-managed
markets located throughout the country. Most of the 35 owned
markets, which stretch from Vermont to Florida and from Kansas
to Texas, are interconnected via a high-speed fiber optic
network that permits ABS to offer intercity services and allows
for efficient, cross-city use of existing telecommunications

"The recent upheaval in the telecommunications industry has
dramatically reduced the number of companies in the competitive
local exchange arena," notes Bob Guth. "We intend to continue to
offer customers a choice and to ensure that competitive forces
are in place in the industry. We believe that we have a terrific
customer base, committed employees and extremely valuable
network assets, and expect that this modest interim funding will
see us through the Chapter 11 process toward a fully-funded
business plan."

"I'd like to thank all of our customers, who stood with us
during this period of uncertainty," continued Mr. Guth. "We
appreciate the value they place on choice, and sincerely
appreciate their commitment to ABS, and to the industry as a

ABS expects to continue to offer its full line of products and
services, including local voice and data, intercity services,
long distance, Internet, and a number of other value-added
services including web-hosting and co- location.

"We looked very closely at ABS' current results and business
plan and we see a profitable core operation with strong customer
relationships," notes Ken Springfield of Beal Capital Markets.
"We're looking forward to completing our due diligence and
developing a mutually beneficial business relationship with the
people at Adelphia Business Solutions."

Concurrent with this business-restructuring announcement, ABS
also announced that, on June 18, 2002, certain of its
subsidiaries (those not previously included in the initial group
of Chapter 11 cases commenced on March 27, 2002) commenced
affiliated Chapter 11 cases under joint administration with the
initial group of companies. "This is purely an administrative
step for us, providing protection to our DIP lender, and is not
indicative of any change in the business status of these
operations," stated Mr. Guth.

Founded in 1991, Adelphia Business Solutions provides integrated
communications services including local and long-distance voice
services, high-speed data and Internet services. For more
information on Adelphia Business Solutions, please visit the
Company's Web site at

AMES DEPT: Wants OK to Pay KRC Acquisition $1.7MM+ Break-Up Fee
Aligned with the KRC transaction, Ames Department Stores, Inc.,
and its debtor-affiliates ask for the approval of a break-up fee
payable to KRC Acquisition Corp., in the event the Debtors
accept another bid for the property.

Ames' Senior Vice President and General Counsel, David H. Lissy,
claims the Agreement is subject to higher or better offers and
this Court's approval.  The Debtors have agreed that, in the
event a competing offer is accepted, the Debtors, subject to
this Court's approval, will pay KRC the Break-Up Fee.  The
Break-Up Fee is equal to 3% of the Purchase Price or $1,770,000.  
They will also pay the Expense Reimbursement, which consists of
KRC's reasonable and actual due diligence costs and legal fees.

Mr. Lissy explains that the Debtors will reimburse KRC for KRC's
actual and reasonable due diligence costs and legal fees
incurred both prior to and after the Debtors' breach (including
the costs of collection).  The Break-Up Fee will be paid to KRC
from and (and at the time of) a closing of a competing
transaction or transactions from a successful competing bid
offered and accepted at the Auction.  The Expense Reimbursement
will be paid to KRC within five days after receipt of a demand
thereof from KRC to the Debtors and the Committee (accompanied
by reasonably detailed supporting materials).

"Payment of these fees is fair and reasonable in light of the
extensive efforts of KRC in negotiating the Agreement and
related documents, including due diligence, preparation of
proposals, and the fact that the terms in the Agreement will
serve as a basis by which other offers, if any, will be
measured.  Any other potential purchaser bidding for the
Debtors' assets will have the benefit of the work and resources
previously invested by KRC," Mr. Lissy points out.

According to Mr. Lissy, there is no relationship between KRC and
the Debtors other than the lending relationship between Kimco
Funding and the Debtors.  The length and extent of the marketing
process of the sale, the nature of the assets and the size of
the Break-Up Fee and Expense Reimbursement all demonstrate that
the fees will encourage rather than chill the bidding process.  
Given the value be received for the Property, the Debtors submit
that the proposed amount of the Break-Up Fee and Expense
Reimbursement are within reason.

Additionally, Mr. Lissy states that the proposed buyer
protection provisions will also include a requirement that the
purchase price of any initial competing bid exceed the Purchase
Price by at least $5,900,000, and each subsequent bid or bids
must be at least $50,000 over the prior highest bid.  The
purpose of the initial overbid amount and incremental overbids
is to protect KRC from having its offer topped in a de minimus
amount by a competing bidder who would be in effect be piggy-
backing onto KRC's due diligence investigation and other efforts
in seeking to acquire the Property.  The initial overbid amount
not only covers the proposed Break-Up Fee but also leaves a
remaining amount to cover some of the costs incurred by the
Debtors and enhance the value of the competing bid for the
benefit of the Debtors' estates. (AMES Bankruptcy News, Issue
No. 19; Bankruptcy Creditors' Service, Inc., 609/392-0900)

Ames Department Stores' 10% bonds due 2006 (AMES06USR1), an
issue in default, are trading at a price of 1, says DebtTraders.
For real-time bond pricing, see

APPLIED THEORY: Completes Asset Sale to Fastnet and ClearBlue
On May 31, 2002, Applied Theory Corporation completed the sale
of certain assets and the assignment of certain leases and
executory contracts to Fastnet Acquisition Corp., a Delaware
Corporation that is a wholly-owned subsidiary of Fastnet
Corporation, a Pennsylvania Corporation. The assets sold and
leases and contracts assigned were used by the Company in
connection with its access business.  The Company made the sale
after an auction of the Access Assets that was conducted under
the supervision of the U.S. Bankruptcy Court for the Southern
District of New York, in the Chapter 11 bankruptcy case of the
Company. The auction was held on May 22, 2002 pursuant to the
May 6, 2002 Sale Procedures Order entered by the Court.
Fastnet's bid was determined to be the highest or best offer
made for the Access Assets.

The Access Assets sold to Fastnet comprised substantially all of
the assets of the Company used exclusively in connection with
its access business, excluding certain customer contracts.
Fastnet paid $4,000,000 for the Access Assets, of which $100,000
was specifically allocated to assets not encumbered by the
security interest held by a group of investors led by Halifax
Fund, L.P. In connection with its assumption of certain of the
Company's contracts with third parties, Fastnet agreed to make
certain payments to such third parties to cure defaults under
such contracts. Fastnet also agreed to collect the Company's
accounts receivable related to its access business, and
guaranteed that at least $2,500,000 of such accounts receivable
would be collected. Fastnet also agreed to make cure payments
with respect to certain executory contracts that it agreed to
assume. All proceeds to the Company, other than those
specifically allocated to assets not encumbered by the Security
Interest are subject to the Security Interest, if valid.

                    Sale of Hosting Assets

On June 13, 2002, the Company completed the sale of
substantially all of its other assets and the assignment of
certain leases and executory contracts to ClearBlue Technologies
Management, Inc.,  a Delaware Corporation that is a wholly-owned
subsidiary of ClearBlue Technologies, Inc., a Delaware
Corporation. Revenues and expenses of the transferred business
were attributed to ClearBlue as of June 6, 2002. The assets sold
and leases and contracts assigned were used by the Company in
connection with its managed hosting and services businesses
together with certain assets and rights used in connection with
both the Company's access business and theHosting Business. The
Company made the sale after an auction of the Hosting Assets
conducted under the supervision of the Court in the Chapter 11
bankruptcy case of the Company. The auction was held on May 22,
2002 and May 23, 2002, pursuant to the May 6, 2002 Sale
Procedures Order entered by the Court. ClearBlue's bid was
determined to be the highest or best offer made for the Hosting

The Hosting Assets sold to ClearBlue comprised substantially all
of the assets of the Company used exclusively in connection with
the Hosting Business, including certain executory contracts used
by the Company in connection with the Hosting Business; the
Company's accounts receivable created through the operation of
the Hosting Business; and the Company's intellectual property
assets. The Hosting Assets also included certain executory
contracts used in connection with both the Company's access
business and the Hosting Business. ClearBlue paid an aggregate
of $25,478,795.69 for such assets, which was comprised of (a)
$3,900,000 in cash (of which $200,000 was specifically
designated for the waiver by the Company of certain claims
against third parties),  (b) an unsecured promissory note in the
principal amount of $5,700,000, with interest payable annually
at the rate of 8% per annum and with the principal and all
accrued interest payable on the fourth anniversary of the
Closing Date, (c) an unsecured promissory note in the principal
amount of $300,000, with interest payable annually at the rate
of 8% per annum and with the principal and all accrued interest
payable on the fourth anniversary of the Closing Date, which
promissory note was specifically designated to be in payment for
certain of the unencumbered assets of the Company, (d) a non-
negotiable secured promissory note in the principal amount of
$700,000, with interest payable at the rate of 8% per annum and
with the principal and all accrued interest payable on the 180th
day after the Closing Date, which note is secured by all assets
other than accounts receivable purchased by ClearBlue and which
contains certain rights of offset, (e) a secured promissory note
in the principal amount of $5,400,000, payable without interest
on the 180th day after the Closing Date, which note is secured
by all accounts receivable purchased by ClearBlue from the
Company and which contains certain rights of offset, (f) the
assumption of certain accounts payable, amounts due on certain
equipment leases, certain performance obligations of the Company
under prepaid contracts and certain liabilities to employees, in
an aggregate amount of up to $9,478,795.69, and (g) the
assumption of amounts due and to become due under certain real
properly leases. All of the proceeds of such sale other than the
amounts designated as being for the waiver by the Company of
claims against third parties and the amounts designated as being
in payment for unencumbered assets are encumbered by the
Security Interest, if valid.

                      Chapter 11 Proceeding

Applied Theory Corporation will continue to pursue an orderly
liquidation of its business assets in its Chapter 11 proceeding,
in an attempt to maximize returns to its creditors. The proceeds
from the sale of its businesses and assets will not be
sufficient to repay the Company's obligations, and no
liquidation payments will be made to the holders of its common

AQUASEARCH INC: Will Make Late Form 10-QSB Filing
Since November 30, 2001, AquaSearch, Inc. has been engaged in a
Chapter 11 proceeding under the United States Bankruptcy Code in
the United States Bankruptcy Court of the District of Hawaii. In
connection with such proceeding, the Company has changed its
internal bookkeeping and accounting functions and staffing. This
has created a delay in the review, analysis and preparation of
the Company's current financial statements. For this reason, the
Company requires an additional five (5) days to complete and
file its Form 10-QSB for the period ended April 30, 2002.

AZURIX CORP: S&P Further Downgrades Corporate Credit Rating to D
Standard & Poor's lowered its corporate credit and issue ratings
on Houston, Texas-based Azurix Corp. to 'D' from double-'C'.
Also, the ratings at Azurix Europe Ltd. were withdrawn.

"The rating action for Azurix reflects the completion of a
tender offer on the company's debt for a price that is less than
par value," noted Standard & Poor's analyst John Kennedy.

The ratings at Azurix Europe were withdrawn because the debt has
been substantially repaid with proceeds received from the sale
of U.K.-based Wessex Water Services Ltd. Ltd., Wessex Water
Services Finance PLC, and Wessex Water Ltd. (collectively Wessex
Water) on May 21, 2002 to YTL Power International Berhad. The
only debt remaining at Azurix Europe are loan notes of less than
$5 million. The company has retained an equivalent amount of
cash from the Wessex Water sale proceeds to redeem the notes at
the earliest opportunity, which will be in September this year.

BALTEK CORP: Must Revise US Credit Pact to Dodge Likely Default
Baltek Corporation (Nasdaq: BTEK) intends to sell its shrimp
operation in Ecuador.

Jacques Kohn, President of Baltek, stated, "This is a very
difficult environment in the shrimp industry, especially for
aquaculture farms operating in Ecuador. The combination of the
white spot virus, which has severely curtailed our production,
and depressed selling prices, has had a negative effect on our
financial results."

For the year ended December 31, 2001, the core materials
business segment reported operating income of approximately $5.3
million. The seafood segment, which includes the shrimp
operations in Ecuador and the already discontinued seafood
import business, reported a loss from operations of
approximately $2.0 million.

"We now believe it is in the best interest of Baltek and its
shareholders to divest the shrimp operations and focus our
resources on the core materials business." Mr. Kohn concluded,
"I believe this decision will, over the long run, have a
beneficial impact on Baltek's financial results, operating
earnings and cash flows."

Based on its evaluation of current economic and industry
conditions, the Company will record a charge to earnings of $6
million in the quarter ended June 30, 2002 to reduce the assets
underlying these operations to their currently estimated fair
value. Until we dispose of this business, adjustments may be
required to be made to this estimate. The Company will also be
required to revise its loan agreement with its Ecuadorian and
U.S. banks to reflect appropriate terms based on the financial
results of its continuing operations. Should the Company be
unable to revise the terms of its U.S. loan agreement, the
Company would be in default under the agreement. The Company is
in the process of reviewing the terms of this agreement with the

Baltek Corporation is a world class manufacturer and distributor
of balsa wood products and other structural core materials,
including PVC Foam and non-woven mat products. Baltek also
produces farm-raised shrimp in Ecuador.

BERRY PLASTICS: S&P Rates Proposed $455MM Credit Facility at B+
Standard & Poor's assigned its single-'B'-plus rating to Berry
Plastics Corp.'s (100%-owned operating subsidiary of BPC Holding
Corp.) proposed $455 million senior secured credit facilities,
based on preliminary terms and conditions.

In addition, Standard & Poor's assigned its single-'B'-minus
rating to Berry's proposed $275 million senior subordinated
notes due 2012. Both ratings were placed on CreditWatch with
developing implications. Developing means ratings could be
raised, lowered, or affirmed. Proceeds will be used to refinance
existing debt. The single-'B'-plus corporate credit rating
remains on CreditWatch with developing implications, where it
was placed on March 22, 2002. Evansville, Ind.-based Berry is a
leading manufacturer and supplier of rigid open-top containers,
plastic injection molded aerosol overcaps, closures, drinking
cups, and housewares. The outstanding debt as at March 31, 2002,
was $493 million.

In May 2002, Berry announced that GS Capital Partners 2000 L.P.,
a private equity investment fund managed by Goldman, Sachs &
Co., has agreed to acquire Berry for about $869 million,
including repayment of existing indebtedness.

"Upon successful completion of the transaction, Standard &
Poor's will likely affirm its ratings on Berry with a positive
outlook. The company's leading shares in niche markets, low-cost
position, and consistent free cash generation are expected to
support a gradual improvement to the company's financial profile
in the intermediate term," said Standard & Poor's credit analyst
Liley Mehta. The ratings would also incorporate the expected
improvement in financial flexibility through enhanced liquidity
under the proposed $100 million revolving credit facility
(undrawn at closing), and a light debt amortization schedule
until 2008.

The company is expected to continue to generate modest free cash
flows, supported by steady volume growth and attractive
operating margins. Acquisitions remain an integral part of the
company's growth strategy, and large acquisitions are expected
to be funded through a mix of debt and equity, while maintaining
a gradually improving financial profile.

BETHLEHEM STEEL: Agrees to Let PBGC File Consolidated Claim
Pension Benefit Guaranty Corporation is a wholly owned United
States Government corporation that administers the defined
benefit pension plan termination insurance program under Title
IV of the Employee Retirement Income Security Act of 1974, as

Pension Benefit contends that the Debtors are jointly and
severely liable to the Pension and Plan and Pension Benefit
under Sections 1082(c)(11), 1307(e)(12) and 1362(a) of the U.S.
Labor Code.  Accordingly, Pension Benefit must file three proofs
of claim against each Bethlehem Steel Corporation Debtor or a
total of 69 proofs of claim with statements in support of the
claims.  The multiple claims would impose a significant
administrative burden on Pension Benefit, the Debtors, the
Claims agent and the Court.

Thus, in a Stipulation between the Debtors and Pension Benefit,
the parties agree:

  (a) Notwithstanding anything to the contrary set forth in any
      applicable bar date order or notice of claims bar date,
      the Bankruptcy Code, the Federal Rules of Bankruptcy
      Procedure and the local bankruptcy rules that would
      otherwise require Pension Benefit to file proofs of claim
      against each of the Debtors, it is expressly agreed by
      the parties that the filing of a proof of claim or
      proofs of claim by Pension Benefit on its own behalf or
      on behalf of the Pension Plan in Chapter 11 Case No.
      01-15288, and any amendment to the claim or claims,
      shall be deemed to constitute the filing of the proof
      of claim, proofs of claim, or amendment in each of the
      Debtors' Chapter 11 cases.  The Debtors acknowledge that
      each proof of claim filed by the Pension Benefit on or
      before the applicable bar date in Case No. 01-15288 will
      be deemed timely filed against each of the Debtors for
      all purposes;

  (b) This Stipulation is solely for the purpose of
      administrative convenience and, except to the extent
      expressly set forth herein, will not affect the
      substantive rights of the Debtors, Pension Benefit or any
      other party in interest;

  (c) The Debtors and Pension Benefit are presently aware of
      only one defined benefit plan sponsored by the Debtors to
      which Title IV of ERISA applies.  In the event there are
      other benefit plans of the Debtors, this Stipulation
      will apply to any proof of claim filed by the Pension
      Benefit with respect to other plans.

Judge Lifland approves the Stipulation on June 4, 2002.
(Bethlehem Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

DebtTraders reports that Bethlehem Steel Corporation's 10.375%
bonds due 2003 (BS03USR1) are trading at about 10. See  
real-time bond pricing.

BIG BUCK: Has Until Aug. 13 to Meet Nasdaq Bid Price Requirement
Big Buck Brewery & Steakhouse, Inc. (Nasdaq: BBUC) has received
notice from Nasdaq confirming that it has regained compliance
with the $1,000,000 minimum market value of publicly held shares
requirement stated in Marketplace Rule 4310(C)(7). Big Buck has
not regained compliance with the $1.00 minimum bid price
requirement stated in Marketplace Rule 4310(C)(4).

Big Buck has until August 13, 2002 to regain compliance with the
minimum bid price requirement, which would require Big Buck's
common stock to achieve a bid price of $1.00 or more for a
minimum of 10 consecutive trading days. If Big Buck fails to
meet this requirement, or fails to maintain compliance with any
other listing requirement, its securities will become subject to
delisting from The Nasdaq SmallCap Market.

If Big Buck's securities do not continue to be listed on The
Nasdaq SmallCap Market, such securities would become subject to
certain rules of the SEC relating to "penny stocks." Such rules
require broker-dealers to make a suitability determination for
purchasers and to receive the purchaser's prior written consent
for a purchase transaction, thus restricting the ability to
purchase or sell the securities in the open market. In addition,
trading, if any, would be conducted in the over-the-counter
market in the so-called "pink sheets" or on the OTC Bulletin
Board, which was established for securities that do not meet
Nasdaq listing requirements. Consequently, selling Big Buck's
securities would be more difficult because smaller quantities of
securities could be bought and sold, transactions could be
delayed, and security analyst and news media coverage of Big
Buck may be reduced. These factors could result in lower prices
and larger spreads in the bid and ask prices for Big Buck's
securities. There can be no assurance that Big Buck's securities
will continue to be listed on The Nasdaq SmallCap Market.

Big Buck Brewery & Steakhouse, Inc. operates restaurant-brewpubs
in Gaylord, Grand Rapids and Auburn Hills, Michigan, offering
casual dining featuring a high quality, moderately priced menu
and a variety of award- winning craft-brewed beers. In August
2000, the Company opened its fourth unit in Grapevine, Texas, a
suburb of Dallas. This unit is owned and operated by Buck &
Bass, L.P. pursuant to a joint venture agreement between the
Company and Bass Pro Outdoor World, L.L.C.

BRIDGE INFO: Cantor Seeks Allowance of $26MM Admin. Expense
Telerate and Cantor Fitzgerald are parties to an Agreement --
the Cantor Fitzgerald Agreement -- wherein Cantor granted
Telerate the right to distribute certain information relating to
the brokerage of U.S. government securities, including data
reflecting bids, offers and trades of Treasury bills, notes,
bonds and federal agency securities on the Telerate System.

Stephen J. Shimshak, Esq., at Paul, Weiss, Rifkind, Wharton &
Garriso, in New York, relates that under the Agreement, Telerate
is obligated to display or publish Cantor Fitzgerald Government
Securities Data over the entire Telerate System, which includes
the information systems through which Telerate's parent, and
affiliates distribute financial information services.

Furthermore, under the Agreement, Telerate is required to pay
Cantor certain fees if Telerate displays or publishes on the
Telerate System Non-Qualified Broker Data.

"From the Petition Date through the Rejection Date, Cantor
provided the services to Telerate under both Agreements," Mr.
Shimshak says.  However, during the postpetition period Telerate
made no payments of Non-Qualified Broker Data Fees or Monthly
Secondary Competitors Fees to Cantor.

Mr. Shimshak reports that during the postpetition period,
Telerate became liable to Cantor for no less than an aggregate
amount of $26,360,684 for:

  (i) non-payment of Non-Qualified Broker Data Fees, currently
      believed to be not less than $2,908,176, plus interest and
      inflation adjustments;

(ii) non-payment of Monthly Secondary Competitors Fees,
      currently believed to be not less than $172,356, plus
      interest and inflation adjustments;

(iii) damages resulting from the daily failure to display the
      Cantor Fitzgerald Government Securities Data beyond the
      minimum number of screens on the Telerate System in an
      unliquidated amount to be determined, but in case no less
      than $3,280,152, plus interest and inflation adjustments;

(iv) the loss of substantial marketing, public relations and
      other commercial opportunities, lost profits, and the loss
      of good will and other consequential damages in an
      unliquidated amount to be determined but believed to be
      not less than $20,000,000.

In addition, Mr. Shimshak says, Cantor is entitled to recover
its costs and expenses from Telerate, including reasonable legal
fees and disbursements, incurred in connection with damages and
liabilities suffered by Cantor arising as a result of Telerate's
breaches.  "Cantor cannot reasonably calculate or estimate the
amount of costs and expenses, but Cantor does not waive and
expressly reserves their rights by not stating a specific amount
at this time," Mr. Shimshak adds.

Mr. Shimshak contends that the information and services rendered
under the Agreements provided benefit to Telerate's estate and
assisted the Debtors in maintaining the going concern value of
their businesses.  Thus, the amounts remaining unpaid under the
Agreements constitute actual and necessary costs of preserving
the Debtors' estates.

Therefore, Cantor Fitzgerald asks the Court to grant their
administrative expense claim in the aggregate amount of no less
than $26,360,684 plus interest and inflation adjustments.
(Bridge Bankruptcy News, Issue No. 31; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   

BURNHAM PACIFIC: Deutsche Bank Discloses 11.2% Equity Stake
Deutsche Bank AG, whose principal business office is located at
Taunusanlage 12, D-60325, Frankfurt am Main, Federal Republic of
Germany, beneficially owns 3,682,090 shares of the common stock
of Burnham Pacific Properties, Inc.  The Bank has sole sole
voting power over 97,067 shares and dispositive powers over the
total 3,682,090 shares, which amount represents 11.2% of the
outstanding common stock of Burnham Pacific.

The securities reported upon here were inadvertently reported to
the SEC as being beneficially owned by Taunus Corporation and
Deutsche Bank Securities Inc. on a Schedule 13G filed on June
10, 2002.

Burnham has previously announced that, in accordance with its
Plan of Complete Liquidation and Dissolution, it intends to
enter into a liquidating trust agreement on June 28, 2002 for
the purpose of winding up Burnham's affairs and liquidating
Burnham's assets.  It is currently anticipated that, on June 28,
2002, Burnham will transfer its then remaining assets to (and
its then remaining liabilities will be assumed by) the trustees
of the BPP Liquidating Trust, and Burnham will be dissolved.  
June 27, 2002 will be the last day of trading of Burnham common
stock on the New York Stock Exchange, and Burnham's stock
transfer books will be closed as of the close of business on
such date.

CMS ENERGY: Fitch Maintains Watch Negative on Several Ratings
Fitch Ratings is maintaining a Rating Watch Negative on CMS
Energy and its subsidiaries, Consumers Energy and CMS Panhandle
Eastern Pipe Line Co. following the announcement that the
company has reached an agreement with its lenders to extend a
$450 million revolving credit facility through July 12th. CMS is
now working on establishing a longer-term financing structure.
CMS' financial statements for 2000 and 2001 are being restated
following the revelation that revenues and expenses were
overstated in those periods due to 'wash trades' in the energy
marketing and trading business. The SEC investigation of the
'wash trades' combined with CMS' engagement of Ernst & Young to
replace former audit firm Arthur Anderson will likely complicate
the refinancing of the expiring bank facility and $100 million
of maturities at Consumers in 2002. While Consumers and PEPL are
financially sound, the companies' financial condition and credit
ratings may be adversely affected by the financial stress of
their parent. Consequently, Fitch will continue to monitor the
liquidity of CMS and the impact of CMS' problems on the credit
of its subsidiaries.

CMS is a utility holding company whose primary subsidiaries are
Consumers, a regulated electric and gas utility serving
customers in western Michigan, and PEPL, which is primarily
engaged in the interstate transportation and storage of natural
gas. Unregulated activities include independent power
production, oil and gas exploration and production and energy
marketing, services and trading.

          Ratings currently on Rating Watch Negative

CMS Energy Corp. --Senior unsecured 'BB+'; --Preferred stock

Consumers Energy Co. --Senior secured 'BBB+'; --Senior unsecured
'BBB'; --Preferred stock 'BB+'.

Consumers Power Financing Trust I --Trust referred securities

CMS Panhandle Eastern Pipe Line Co. --Senior unsecured 'BBB'.

CELL TECH: December 31 Working Capital Deficit Narrows to $6MM
Cell Tech International Incorporated (OTC:EFLI) announced that
its annual results for 2001 were a net loss of $5.0 million
compared to a net loss in 2000 of $2.8 million.

The 2001 net loss primarily reflected a $2.6 million write-off
of assets, related to management's decision not to utilize
certain equipment at our A-Canal harvest site for the
foreseeable future. "We will, of course, continue to harvest
directly from Upper Klamath Lake with on-lake harvesters."

Revenues for 2001 of $30 million declined $8.9 million or 23.0%
from the prior year. Cell Tech's fourth quarter 2001 results
included a net loss of $2.8 million and revenues of $7 million,
which decreased $1.7 million or 6.5% from the fourth quarter of
2000. The fourth quarter of 2001 largely reflected the impact of
our $2.6 million write-down of the unnecessary assets and
license rights that related to the harvest site.

At December 31, 2001, Cell Tech's balance sheet shows a working
capital deficit of about $6.4 million.

Cell Tech's Chairman Donald P. Hateley stated, "The problems
associated with our efforts to restructure the company are in
the final stages, and management will now be able to direct
their efforts toward building our brand name, increasing our
revenues and pursuing strategic relationships directed toward
increasing our market share."

Marta C. Carpenter, Cell Tech's President & CEO, stated, "We are
pleased with our ability to reduce our long-term debt, and we
are excited about the revisions to our compensation plan and the
new products that we have announced and are developing. We
believe that fiscal 2002 will provide us with new opportunities
as a result of our restructuring. We encourage our distributors
to join with us by focusing on the business opportunity, our
compensation plan and the new products which we believe will be
some of the best available in the marketplace."

Cell Tech International Incorporated is engaged in the
development, production and distribution of food products made
with blue-green algae harvested from Klamath Lake, Oregon. The
Company uses a multi-level distributor network throughout the
United States and Canada to distribute its twenty products
divided into five categories that include daily health
maintenance, digestive health, defensive health, powdered drinks
and snacks and animal and plant food.

CHATTEM INC: S&P Revises Outlook on B+ Rating to Stable   
Standard & Poor's revised its outlook for Chattanooga,
Tennessee-based Chattem Inc. to stable from negative. The
single-'B'-plus corporate credit rating for the consumer
products manufacturer was affirmed.

The outlook revision is based on Chattem's recent announcement
that it intends to sell 1.8 million shares to the public and
apply $38.5 million of the proceeds to reduce debt through the
repayment of the bank term loan, with the remainder held as

"The additional resources will allow Chattem to pursue its
growth strategy within the parameters of the current rating,"
said Standard & Poor's credit analyst Lori Harris.

Total debt outstanding at May 31, 2002, was about $243 million.

Standard & Poor's expects that Chattem's good presence in
certain niche areas of the U.S. branded over-the-counter (OTC)
pharmaceuticals, toiletries, and dietary supplements industries
will continue to support the ratings. It is anticipated that the
company will utilize its debt capacity for the current rating to
make strategic investments.

Financially, lower debt leverage, resulting from the expected
repayment of the senior bank debt, will bring about a
strengthening of credit protection measures. Standard & Poor's
anticipates that fiscal 2002 EBITDA interest coverage will
exceed 2.5 times, while debt to EBITDA will be in the 4.0x area.
However, Standard & Poor's expects the company's credit
protection measures will continue to fluctuate given the firm's
acquisition orientation. Even so, Standard & Poor's anticipates
that acquisitions will be financed in a manner consistent with
the ratings.

COLUMBUS MCKINNON: S&P Keeps Watch on B+ Corporate Credit Rating
Standard & Poor's that its single-'B'-plus corporate credit on
Columbus McKinnon remains on CreditWatch with negative
implications (where it was placed May 22, 2002) following the
company's June 10 and June 12, 2002, announcements that it has
received a waiver from its senior lenders to help cure its
covenant violation and that the company intends to offer up to
5.25 million shares of common stock pending SEC approval.
Proceeds from the equity offering are expected to be used to pay
down outstanding debt. In addition, the Amherst, New York-based
company announced that it plans to obtain a new credit facility
within the next several weeks, the size and terms have not yet
been publicly disclosed. Columbus McKinnon is manufacturer of
material handling, lifting, and positioning products.

As a result of the pending equity issuance, Columbus McKinnon's
financial profile should improve somewhat with total debt to
EBITDA to about 4.8 times on a pro forma basis as of March 31,
2002, compared with around 5.8x on an actual basis as of March
31, 2002. "The company's debt to capital ratio should improve to
about 70% compared with around 83% as of March 31, 2002," said
Standard & Poor's analyst Eric Ballantine.

Columbus McKinnon continues to be affected by soft industrial
markets in the U.S. and Europe. Management has tried to offset
the decline in operating results by initiating various cost-
cutting initiatives, however, financial results remain weak.
Market conditions are expected to remain challenging over the
near term, and as a result, operating performance will only
gradually improve.

Standard & Poor's will continue to monitor the details of the
equity offering and new credit facility; if the offering is
completed as currently announced and if the company has
sufficient availability under the company's new credit facility,
the corporate credit rating will be affirmed at single-'B'-plus.

COMDISCO INC: Intends to Conduct 2004 Exam. on Moneyline Lease
Comdisco, Inc., and its debtor-affiliates ask for the Court's
authority to allow them to conduct examinations of any entity
regarding their property that was leased to Moneyline Network,

The Debtors and Moneyline entered into a Subordinated Loan and
Security Agreement wherein the Debtors made loans to Moneyline
in the original principal amount of $5,000,000.  The Loans were
secured by a blanket lien on substantially all of the personal
properties of Moneyline.  Moneyline also executed a Collateral
Grant of Security Interest in Patents and Trademarks.  The
Debtors and Moneyline also entered into a Master Lease Agreement
wherein the Debtors leased certain equipment to Moneyline.

On the other hand, on August 24, 2001, Moneyline and Bridge
Information Systems Inc. entered into an Asset Purchase
Agreement.  Moneyline acquired:

  -- the global business of Telerate, Inc., Bridge Information
     Systems, Inc.'s information businesses in Europe and Asia,

  -- the Bridge Trading Room System,

for $15,000,000 in cash, which was purportedly paid by

Matthew R. Kipp, Esq., at Skadden, Arps, Slate, Meagher & Flom,
in Chicago, Illinois, relates that Moneyline's purchase of the
Telerate business may have compromised the Debtors' security
interest in Moneyline's collateral without their knowledge or
consent.  Mr. Kipp notes that Moneyline never provided to the
Debtors any final documentation relating to the merger and to
the Telerate Asset Acquisition.

Mr. Kipp explains that to determine if the Telerate Asset
Acquisition and Merger involved any of the Debtors' equipment or
collateral, the Debtors' counsel requested a comprehensive
explanation from Moneyline.  However, Moneyline's counsel
questioned the Debtors' request and did nothing to provide the
documents asked.

Despite the good faith efforts to resolve the matter and obtain
the information and documents requested, the parties were unable
to reach an accord.

Mr. Kipp asserts that the Debtors need the additional
information regarding the Telerate Asset Acquisition and Merger

  (i) if the Telerate Assets are owned by an entity other than
      Moneyline, the Debtors' liens may not be perfected and
      they might not have priority against other creditors;

(ii) the funds used by Moneyline to acquire the Telerate Assets
      might be considered proceeds of the Debtors' collateral
      and subject to its liens; and

(iii) the transfer of the Debtors' collateral to another entity
      would constitute a default under the Loan Agreement.

Accordingly, the Debtors ask the Court to authorize them to
begin an examination and request documents, and compel Moneyline

  (a) produce all documents that were executed in conjunction
      with the Asset Purchase Agreement to effectuate the

  (b) identify the person that acquires the Telerate Assets
      under the Agreement;

  (c) identify the person that currently owns the Telerate

  (d) (if the person who acquired Telerate is not the current
      owner of the Assets), explain in detail how the Telerate
      Assets were transferred or assigned and provide all
      documents that reflect the transaction;

  (e) (if the person who acquired Telerate is not the current
      owner of the Assets), describe the legal relationship
      between the two;

  (f) identify the person that provided the funds for the person
      who acquired the Telerate Assets under the Agreement;

  (g) (if the funding of the Telerate Asset Acquisition was done
      through a loan to Moneyline), describe in detail the terms
      of the loan, including the amount the recipient of the
      funds, the method by which the funds were transferred,
      whether the loan was secured, whether the loan was made in
      exchange for equity and Moneyline's repayment obligations;

  (h) (if the funding of the Telerate Asset Acquisition was done
      through a loan to Moneyline), provide copies of all
      documents reflecting the loan;

  (i) identify the location of the Telerate Assets;

  (j) describe the legal status of TM Holdings and TM
      Acquisition Sub, Inc.;

  (k) provide copies of all documents that were executed in
      conjunction with the merger;

  (l) describe the legal relationship between and among
      Moneyline Telerate Holdings, Moneyline Telerate Inc. and
      Moneyline Network Inc.;

  (m) provide copies of the certificate of incorporation, by-
      laws for Moneyline Telerate Holdings and Moneyline
      Telerate Inc.;

  (n) provide copies of all Board and shareholder resolutions or
      consents from Moneyline Telerate Holdings, Moneyline
      Telerate Inc or Moneyline Network Inc. relating to the
      Telerate Asset Acquisition and merger;

  (o) identify the person who owns the trademark "Moneyline";

  (p) provide copies of all documents evidencing the ownership
      of the Moneyline trademark;

  (q) provide copies of all documents evidencing the ownership
      of the "Telerate" trademark;

  (r) identify the shareholders of each of Moneyline Telerate
      Holdings, Moneyline Telerate Inc. and Moneyline Network
      Inc. and for each shareholder, the number and class of
      shares owned and for each class, the percentage of total
      shares; and

  (s) provide current consolidating financials for each of
      Moneyline Network Inc., Moneyline Telerate Inc., and
      Moneyline Telerate Holdings Inc. (Comdisco Bankruptcy
      News, Issue No. 30; Bankruptcy Creditors' Service, Inc.,

COVANTA ENERGY: Consents to Sale of Hockey League Franchise
Covanta Energy Corporation and an unaffiliated non-debtor,
Palladium Corporation, are secured creditors of Ottawa Senators
Hockey Club Corporation, owner of the dormant American Hockey
League franchise.  Ottawa Senators is selling the American
Hockey League franchise to B.C. Senators, Inc. for a purchase
price of $2,500,000 to fund the operations of the active
National Hockey League team.

To close the sale, each of the secured creditors must consent to
the Sale and release any and all security interests they have in
the American Hockey League franchise.  The lien to be released
by Covanta is contractually subordinated to approximately
$49,500,000 in senior debt instruments held by other senior
secured creditors who are expected to consent to the Sale.

Accordingly, the Debtors seek the Court's authority to:

  (1) consent to the Sale of the American Hockey League
      franchise through a Consent Agreement, and

  (2) release its security interest in the franchise under the
      terms of the Bondholder Approval Agreement.

The Consent Agreement basically provides that:

  (a) The Parties consent to the Sale and release any and all
      security interests it has or may have in the American
      Hockey League franchise in connection with the Secured
      Loan Documents or any other agreement, document or

  (b) The Parties appoint Perley-Robertson, Hill & McDougall
      LLP as its agent to register a partial discharge of its
      security interest registered against Ottawa Senators
      Hockey Club 2001 Limited Partnership or Ottawa Senators
      Hockey Club Corp., solely in respect of the American
      Hockey League franchise;

  (c) Ottawa Senators confirm, acknowledge and agree that
      the Secured Loan Documents will remain in full force and
      effect, except with respect to the security interest in
      the American Hockey League franchise, which is released;

  (d) The Consent, Release and Agreement will not be effective
      until it has been executed and delivered by all the
      parties, Palladium Corporation has obtained all necessary
      consents from its lenders and bondholder and the
      Bankruptcy Court authorize the entry of this Consent,
      Release and Agreement by Covanta; and

  (e) The execution and delivery of the Consent Agreement will
      not constitute a waiver of any default or event of
      default now existing or arising under the Secured Loan
      Documents and a consent agreement dated January 25, 1999
      between, among others, the National Hockey League and
      Ottawa Senators.

Deborah M. Buell, Esq., at Cleary, Gottlieb, Steen & Hamilton,
in New York, asserts that consenting to the sale is within the
Debtors' business judgment and in the best interest of the
estate because the Sale will be beneficial to the cash flow and
ongoing operations of the National Hockey League Franchise in
which Covanta still has a security interest.  Moreover, Ms.
Buell contends that even if the Debtors do not give the consent,
the Debtors would still unlikely recover any proceeds from the
Sale because the senior secured debt is far greater than the
purchase price. (Covanta Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   

DAVE & BUSTER: S&P Assigns B Rating to $165MM Sr. Secured Notes
Standard & Poor's assigned its single-'B' rating to large-format
entertainment complex operator Dave & Buster's Inc.'s planned
$165 million senior secured note offering due in 2009 and
assigned a single-'B'-plus rating to the company's $30 million
senior secured bank loan due in 2007. Proceeds from the senior
notes will be used to fund the LBO of the company and refinance
existing debt.

A single-'B' corporate credit rating was also assigned to the
Dallas, Texas-based company. The outlook is stable.

"The ratings are based on the risks associated with the
company's small size in the highly competitive out-of-home
entertainment business, its vulnerability to changes in consumer
spending, and a highly leveraged capital structure," Standard &
Poor's credit analyst Robert Lichtenstein said. "These risks are
partially offset by the company's unique concept of combining
numerous entertainment and restaurant options and an established
operating history."

Standard & Poor's said that, pro forma for the LBO and senior
note transaction, the company is highly leveraged with lease-
adjusted total debt to EBITDA for the 12 months ended May 5,
2002, of about 5 times. Credit protection measures are weak,
with pro forma EBITDA coverage of interest at about 2x. Standard
& Poor's expects EBITDA coverage of interest to improve only
marginally over the next three years. A new five-year $30
million revolving credit facility, which will be undrawn at
closing, and a lack of near-term maturities provides some

DELTA FINANCIAL: Asset-Backed Securitization Priced at $200MM
Delta Financial Corporation (OTCBB: DLTO.OB), recently priced
through its subsidiary $200 million of residential closed-end
home equity loan-backed securities through lead manager
Greenwich Capital Markets, Inc. and co-manager Wachovia
Securities Inc.

The Renaissance Home Equity Loan Trust 2002-2 was a senior
subordinate structure, with a fully funded overcollateralization
account at closing. All the securities were rated by Standard &
Poor's, Fitch IBCA, and Moody's Investors Service, Inc.

Commenting on the securitization, Hugh Miller, President and
Chief Executive Officer stated, "We are pleased with the overall
execution and investor participation on this transaction. Due to
investor demand - as much as four times oversubscribed on some
of the securities - we were able to market and price the
transaction within 24 hours."

Primarily as a result of the better than expected securitization
transaction, the Company is once again revising its 2002
earnings estimate upward to $0.75 for the year. The Company
expects to release its second quarter earnings in early August,
and at that time intends to provide earnings guidance for the
year 2003.

Founded in 1982, Delta Financial Corporation is a Woodbury, New
York-based specialty consumer finance company that originates,
securitizes and sells (and until May 2001, serviced) non-
conforming home equity loans. Delta's loans are primarily
secured by first mortgages on one- to four-family residential
properties. Delta originates home equity loans primarily in 20
states. Loans are originated through a network of approximately
1,500 brokers and the Company's retail offices. Since 1991,
Delta has sold approximately $7.2 billion of its mortgages
through 32 AAA rated securitizations.

                         *    *    *

As previously reported in the Troubled Company Reporter, Delta
Financial Corp. recorded for the year ended December 31, 2000, a
net loss of $49.4 million. The majority of the net loss incurred
related to (1) the write-down of the Company's capitalized
mortgage servicing rights, (2) a reduction in the carrying value
of a portion of the Company's excess cashflow certificates
related to an increase in the discount rate of such certificates
included in the Company's NIM Transaction, (3) the write-down of
the Company's goodwill relating to the 1997 purchase of Fidelity
Mortgage, (4) costs associated with the Company's NIM
transaction in November 2000, and (5) restructuring and debt
modification charges.

DESA HOLDINGS: Wants to Hire Kekst and Company as PR Consultants
DESA Holdings Corporation and its debtor-subsidiaries seek
permission from the U.S. Bankruptcy Court for the employment of
Kekst and Company as Public Relations Consultants.

Kekst is a communications firm that has extensive experience in
crisis communications involving matters such as corporate
transactions, bankruptcies, reorganizations and restructurings.
Kekst has extensive experience in assisting financially troubled
companies with public relations, including companies in

The Debtors relate that they have retained the services of Kekst
as their public relations consultant since May 20, 2002. The
Debtors believe hat Kekst is well qualified and able to
represent them in a cost-effective, efficient and timely manner.

Many persons and entities will be interested in the Debtors'
bankruptcy. The cooperative participation of these persons and
entities will be necessary for the Debtors to successfully
reorganize. Kekst will be able to assist the Debtors in
protecting, retaining and developing the goodwill and confidence
of these constituencies, the Debtors point out. Kekst will
provide such public relations services as the Debtors deem
appropriate, including:

     a) preparing materials to be disputed to Debtors' employees
        explaining the impact of the chapter 11 cases;

     b) drafting correspondence to creditors, vendors, employees
        and other interested parties regarding the chapter 11

     c) preparing written guidelines for head office and
        location managers to assist them in addressing employee
        and customer concerns;

     d) preparing news releases for dissemination to the media
        for distribution;

     e) interfacing and coordinating media reports to contain
        the correct facts and the Debtors' perspective as an
        ongoing business;

     f) assisting the Debtors in handling inquiries, e.g.
        shareholders, employees, vendors, customers, retirees,
        etc. and developing internal systems for handling such

     h) coordinating public relations services with a third
        party making an investment in the Debtors; and

     i) performing other strategic communications consulting and
        public relations services as may be required by the
        Debtors in the chapter 11 cases.

Other professionals in these cases and officers who might
otherwise handle public relations matters will be able to focus
better on their respective competencies and jobs in the
management and reorganization of the Debtors.

The Debtors agree to compensate Kekst on its hourly rates, as
agreed by the parties, pursuant to the Retention Agreement:

          a) Senior Partners     $600 to $825
          b) Partners            $500 to $600
          c) Senior Associates   $425 to $475
          d) Associates          $225 to $375

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.

DYNASTY COMPONENTS: Confirms Will Not File Financial Reports
Dynasty Components Inc. (TSX: DCI) confirmed that it will not
file and provide to its shareholders its audited annual
financial statements related to its fiscal year ended December
31, 2001, and its interim unaudited financial statements for the
three months ended March 31, 2002, while it remains under the
protection of a court order made pursuant to the Companies'
Creditors Arrangement Act. DCI originally announced the expected
delay in filing its financial statements on May 8, 2002, by way
of press release and default announcement. There have been no
material changes to the information provided by DCI in these
documents other than those that have been disclosed in material
change reports filed by DCI.

This press release has been issued by DCI in compliance with
section 3.2 of Ontario Securities Commission Policy 57-603 -
Defaults by Reporting Issuers in Complying with Financial
Statement Filing Requirements.

EOTT ENERGY: Posts $2.3 Million Net Loss for First Quarter 2002
EOTT Energy Partners, L.P. (NYSE: EOT) reported a net loss of
$2.3 million for the first quarter of 2002 compared to net
income of $5.3 million for the first quarter of 2001, before the
cumulative effect of accounting changes. Earnings before
interest, taxes, depreciation and amortization (EBITDA) was
$18.0 million for the first quarter of 2002 compared to $22.1
million in 2001.

"The lower first quarter 2002 results reflect the negative
impacts of significantly weaker market conditions for our crude
oil gathering and marketing operations when compared to the
first quarter of 2001, increased customer credit costs and lower
crude oil volumes related to the Enron bankruptcy and higher
debt and related interest costs. These impacts were partly
offset by the earnings from the Liquids assets acquired in June
2001," said Dana R. Gibbs, President and Chief Executive Officer
of EOTT Energy Corp. "First quarter results reflect the impact
of lower lease and pipeline throughput and reduced sales volumes
with the first quarter 2002 turnaround of MTBE facility. With
this release of first quarter earnings and the filing of our
Form 10-Q with the Securities and Exchange Commission this week,
we are pleased to be back on a normal schedule for communicating
our financial and operating results to our customers and

                         OPERATING RESULTS

Operating income from the North America - East of Rockies and
Pipeline segments declined $7.7 million for the first quarter of
2002 reflecting significantly weaker market conditions and
reduced volumes compared to the first quarter of 2001. Income
from the West Coast segment was $.2 million below 2001.
Offsetting these lower results was $3.6 million of operating
income from the Liquids assets and $.6 million of lower
corporate and other costs, reflecting the benefit of a $1.1
million insurance recovery partly offset by higher
administrative expenses related to the Enron bankruptcy. Total
crude oil lease purchased and pipeline throughput volumes for
the first quarter of 2002 declined approximately 10 percent from
the fourth quarter of 2001, averaging 308,800 barrels per day
and 439,500 barrels per day, respectively. Sales from the
Liquids facilities averaged 10,200 barrels per day of MTBE
equivalent, reflecting the reduction from the successfully
completed 30 day turnaround during the first quarter of 2002. At
quarter end, production from the facility was back up to the
normal level, exceeding 16,000 barrels per day.

Operating cash flow -- net income (loss) excluding depreciation
and amortization -- totaled $6.8 million for the first quarter
of 2002, a decrease of $8.0 million from 2001, reflecting the
impact of the lower operating income and a $3.9 million increase
in interest and related charges due to higher interest and
credit costs under EOTT's third party credit facilities.

                        NEW DIRECTOR NAMED

EOTT announced that K. George Wasaff, managing director of
supply chain management worldwide for Enron Corp., has been
named to the Board of Directors of the General Partner,
replacing Stanley C. Horton, who has resigned from the Board.
Mr. Wasaff has held a number of operating positions with Enron
since 1991, including responsibilities for various Latin
American operations. He also held positions with El Paso Natural
Gas Company and Transwestern Pipeline Company. Mr. Wasaff is a
graduate of the University of Texas, and is a Certified Public

                       OTHER INFORMATION

Due to second quarter weakness in the MTBE market and an
inability to predict MTBE commodity margins for the remainder of
2002 -- particularly in light of recent industry announcements
related to West Coast usage of MTBE -- the company said it is
retracting its previous guidance.

The delay in reporting of EOTT's first quarter 2002 results
stemmed from events and circumstances surrounding Enron's
bankruptcy, including the resignation of EOTT's former auditors,
and efforts to appoint new independent directors who comprise
EOTT's audit committee.

EOTT Energy Partners, L.P. is a major independent marketer and
transporter of crude oil in North America. EOTT transports most
of the lease crude oil it purchases via pipeline that includes
8,000 miles of active intrastate and interstate pipeline and
gathering systems and a fleet of 260 owned or leased trucks.
EOTT Energy Corp, a wholly owned subsidiary of Enron Corp., is
the general partner of EOTT Energy Partners, L.P., with
headquarters in Houston. The Partnership's Common Units are
traded on the New York Stock Exchange under the ticker symbol

EOTT Energy's December 31, 2001 balance sheet shows a working
capital deficit of about $192 million.

ENCORE ACQUISITION: S&P Assigns BB- Corporate Credit Rating
Standard & Poor's assigned its double-'B'- minus corporate
credit rating to Encore Acquisition Company and its single-'B'
rating to Encore's proposed $150 million senior subordinated
notes due 2012. The notes are being offered under rule 144a with
registration rights. Proceeds from the note offering will be
used to reduce outstanding bank indebtedness. The outlook is

"The ratings of Fort Worth, Texas-based Encore reflect the
company's small to midsize reserve base, limited geographic
diversification, and an aggressive growth strategy," noted
Standard & Poor's credit analyst Brian Janiak. "These weaknesses
are tempered by the company's high percentage of company-
operated properties (90%) that require modest future development
expenses, and its high percentage of proved developed reserves
(85%), which have a long reserve life of about 15 years and
provides the company with meaningful operational and financial
flexibility," Janiak added.

Standard & Poor's expects management to further expand the
company's reserves and production through acquisitions that are
to be financed ultimately in a balanced manner. Failure to
adhere to moderate financial policies to expand its reserves and
production growth could warrant an outlook revision and/or lower

The ratings of Encore reflect its position as an independent
exploration and production company in the oil & gas industry,
with a relatively small, concentrated reserve base (131 million
barrels of oil equivalent at year-end 2001, pro forma for recent
acquisitions in 2002; 90% oil; 85% proved developed reserves),
and its moderately leveraged capital structure. In addition, the
company's relatively modest production decline rates should
somewhat mitigate the company's reinvestment needs.

ENRON CORP: Liquids Unit Gets OK to Sell Natural Gas Inventories
Enron Gas Liquids Inc. (doing business as Enron Clean Fuels
Company) and Enron Liquid Fuels Inc. (doing business as Enron
Petrochemicals Company) obtained Court approval to sell certain
petrochemicals and other liquids inventories.

Storage Operators have 30 days from receipt of the Court's order
to send notice of any lien claim against the proceeds of the NGL
Inventories to the Enron Liquids Companies.  Within 15 days
after the expiration of the initial 30-day notice of lien
period, the Court directs the Enron Liquids Companies to notify
the lien claimants whether they agree or object to their
respective lien claims.  "If the Enron Companies agree to a lien
claim, they shall promptly pay the amounts after 10 days' notice
of the proposed payments to the Creditors' Committee without
further order of the Court," Judge Gonzalez rules.

If the Enron Liquids Companies object to the lien claims, the
Court gives the parties 15 days to resolve their disputes.  But
if the parties are unable to resolve their disputes, Judge
Gonzalez orders the party asserting the lien claim that is in
dispute to file a motion with the Court for resolution.  Pending
resolution of any dispute, the Court instructs the Enron
Liquids Companies to keep segregated, an amount of cash proceeds
equal to the full amount of the lien claimed.  "But nothing in
this Order shall require the Debtors, including the Enron Liquid
Companies, to satisfy any liens in excess of the net proceeds
from the sale of the NGL Inventories, including those liens of
the Storage Operators," Judge Gonzalez emphasizes.

According to the Court, any amounts that become payable by the
Enron Liquids Companies pursuant to the Sale Process, including
the payment of the Commissions or postpetition storage costs, or
any of the documents delivered by the Enron Liquids Companies
pursuant to or in connection with the Sale Process will:

    (a) constitute administrative expenses of the Enron Liquids
        Companies estates under sections 503(b) and 507(a)(1) of
        the Bankruptcy Code; and

    (b) be due and payable by the Enron Liquids Companies on
        consummation of a sale transaction with respect thereto,
        without the need for further order of or application to
        this Court.

Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that the Enron Liquids Companies traded, prior to
the Petition Date, various types of natural gas liquids
(including methanol, ethane, propane, isobutane, normal butane,
natural gasoline) and petrochemicals such as styrene.  Mr. Rosen
informs Judge Gonzalez that the Enron Liquids Companies have
stopped purchasing the Natural Gas Liquids since it filed for
bankruptcy. The Enron Liquids Companies currently hold various
quantities of NGLs:

            Product          Quantity in Barrels
            -------          -------------------
            Methanol                 54,025
            Ethane                   16,359
            Propane                  80,314
            Isobutane                   974
            Normal Butane               663
            Natural Gasoline          3,392

According to Mr. Rosen, all of the NGL Inventories were
purchased on the open market for the sole purpose of trading
activity and the profit associated with it.  "The NGL
Inventories are held in various storage facilities across the
United States and operators of these storage facilities may have
lien rights on the quantities of the NGL Inventories they hold,"
Mr. Rosen tells the Court.

Based on market indications during the week of April 10, 2002,
Mr. Rosen reports that the portfolio of NGL Inventories is
valued at roughly $2,000,000 net of storage costs.  Clearly, Mr.
Rosen asserts, systematic selling of the NGL Inventories into
the spot market, as opposed to a one-time auction, will maximize
the value of the NGL Inventories.

Furthermore, the Enron Liquids Companies also obtained the
Court's authority to use brokers if doing so would maximize the
returns.  Typically, Mr. Rosen relates, the Enron Liquids
Companies pay a commission to brokers who sell NGL Inventories
in the spot market.  "The current commission rate to sell NGLs
in the spot market is $0.001 per gallon," Mr. Rosen notes.
Based on these commission rates, the Enron Liquids Companies
estimate that complete liquidation of NGL Inventories will cost
$6,200 in brokerage fees, which is less than 0.31% of the net
value of the Inventories.  Should Enron Liquids Companies chose
to use one or more brokers for the sale of the NGL Inventories;
Mr. Rosen contends that the Court should authorize the payment
for standard broker fees.

For those Storage Operators that hold valid liens, Mr. Rosen
says, the pre-petition storages costs associated with the NGL
Inventories will be paid in accordance with the Warehousemen
Order while post-petition storage costs will be paid as
administrative expenses or, the lien will attach to the proceeds
from the sale of the NGL Inventories. (Enron Bankruptcy News,
Issue No. 32; Bankruptcy Creditors' Service, Inc., 609/392-0900)

ENRON CORP: Wins Nod to Expand Susman Godfrey Engagement Scope
Enron Corporation and its debtor-affiliates obtained Court
approval to modify the March 14, 2002 Court Order to expand the
role of Susman Godfrey L.L.P. to authorize it to:

   (i) pursue certain litigation relating to a wrongful setoff
       of Enron's bank accounts,

  (ii) assist Weil, Gotshal & Manges LLP as co-counsel in the
       adversary proceeding commenced against Dynegy Inc. et
       al., and

(iii) represent the Debtors in any other litigation that the
       Debtors and bankruptcy counsel agree should be handled by

                         *  *  *  *

As previously reported in the March 1, 2002 issue of the
Troubled Company Reporter, Enron Corporation and its debtor-
affiliates employed Susman Godfrey LLP as class action defense
counsel in connection with putative securities class actions and
putative employee benefit plan class actions commenced against
the Debtors, as well as certain shareholder derivative actions
filed on behalf of Enron Corporation.

The Debtors sought the Bankruptcy Court's permission to continue
Susman's employment, nunc pro tunc to the Petition Date.

The Debtors proposed to compensate Susman its customary hourly
rates for services and to reimburse Susman according to its
standard reimbursement policies.  Mr. Rosen lists Susman's
regular hourly rates:

              Partners                $900 - 325
              Associates               275 - 175
              Paraprofessionals        150 - 75

Moreover, Susman regularly charges for reimbursement of out-of-
pocket expenses including secretarial overtime, travel, copying,
outgoing facsimiles, document processing, court fees, transcript
fees, long distance phone calls, postage, messengers, overtime
meals and transportation.

The Debtors paid Susman approximately $2,650,000 on November 1,
2001 for professional services performed and to be performed and
for reimbursement of related expenses relating to a variety of
litigation matters.

Enron Corp.'s 9.125% bonds due 2003 (ENRON2), DebtTraders
reports, are trading at about 12.5. For real-time bond pricing,

EXIDE TECHNOLOGIES: Taps Morrison & Foerster as Special Counsel
Exide Technologies and its debtor-affiliates want to employ and
retain the firm of Morrison & Foerster LLP as special
intellectual property, regulatory and environmental counsel to
represent them in various matters.  The Debtor had originally
believed that employing Morrison under the procedures set forth
in the Ordinary Course Order would be sufficient; however, the
services of Morrison have been and will continue to be more
extensive than originally anticipated by the Debtors.  
Accordingly, the Debtors ask the Court to authorize them to
employ and retain the firm of Morrison, nunc pro tunc to April
15, 2002, as special intellectual property, regulatory and
environmental counsel under a general retainer to perform the
legal services that will be necessary during these Chapter 11

According to Laura Davis Jones, Esq., at Pachulski Stang Ziehl
Young & Jones P.C. in Wilmington, Delaware, the Debtors seek to
retain Morrison as special intellectual property, regulatory and
environmental counsel because of its extensive experience and
knowledge in the field of intellectual property, regulatory and
environmental matters.  In preparing for its representation of
the Debtors in these cases, Morrison has become familiar with
the Debtors' businesses and affairs and many of the potential
legal issues that may arise in the context of these chapter 11
cases. The Firm is being retained to continue to represent the
Debtors as global intellectual property counsel, involving any
issues related to patents, trademarks, etc.

Ms. Jones adds that the Firm provides an extranet-based database
of the Debtors' intellectual property holdings.  Finally, the
Firm acts as counsel in environmental, health and safety matters
in California.  Specifically, Morrison is currently representing
the Debtors, or has in the past represented the Debtors, in
these regulatory and environmental-related matters:

A. State of California Department of Toxic Substances Control v.
   Alco Pacific, Inc., et al., Case No. 01-09294-MMM (FMOx),
   United States District Court for the Central District of
   California (and related actions);

B. Flaherty v. Exide Corp., Case No. C-01-0730 CRB, United
   States District Court for the Northern District of California
   (and related actions).

Ms. Jones relates that Morrison also provides the Debtors with
advice and representation with respect to their potential
liability and obligations regarding the Puente Valley Operable
Unit. In another matter, Morrison represents the Debtors in
response to alleged violations of South Coast Air Quality
Management permit requirements by the Debtors' facility at 2700
S. Indiana Street, Los Angeles, California.  Morrison is also
providing counsel to the Debtors on various issues associated
with that facility's hazardous waste permit.  In addition to
these specific matters, Morrison is also providing counsel on
Proposition 65 issues as well as general advice on environmental
issues to the Debtors as the Firm serves as general outside
environmental to the Debtors for all California matters.

Ms. Jones informs the Court that Morrison represents the Debtors
in connection with their global intellectual property matters,
including patent and trademark prosecution.  Morrison manages a
trademark portfolio with over 600 separate trademarks and at
least 3,000 separate trademark applications and registrations
for the Debtors.  Morrison maintains a docketing system tracking
deadlines on each of these applications and registrations and
works with a trademark committee to determine which
applications/registrations to maintain and which to abandon.
Moreover, Morrison consults with the Debtors to select and clear
potential new trademarks and to protect those trademarks in
various jurisdictions.  Morrison also works with Exide's
marketing department to assure that the Debtors properly use
their own trademarks as well as trademarks licensed from third

In addition to representing the Debtors on their trademark
prosecution matters, Ms. Jones accords that Morrison also
represents the Debtors in connection with three related
trademark cases that were filed in the Delhi High Court against
Exide Technologies and Tudor India in India, Exide Industries
Limited v. Exide Corporation, et. al. (Civil Suit No. 812 of
1997), Exide Industries Limited v. Exide Corporation, et. al.
(Civil Suit No. 725 of 1998), and Exide Industries Limited v.
Tudor India Limited (Civil Suit No. 1162 of 1997), as well as
numerous opposition and cancellation proceedings throughout the
world. In each case, the Debtors are seeking to stop others from
using their various trademarks or are seeking to assure their
ability to continue to use the trademarks.

Ms. Jones submits that Morrison also represents the Debtors in
connection with their U.S. and international patent portfolio.
Morrison's objectives include identifying all patent holdings of
the Debtors and managing Exide's portfolio of pending and active
patent matters.  To date, Morrison has identified and is
handling over 2,200 matters relating to pending and issued
patents throughout the world.  Morrison's efforts include
determining which of these matters relate to active patents and
patent applications and, among these, which matters the Debtors
intend to pursue to maximize the value of their portfolio.  To
the best or our knowledge, Morrison is not currently handling
any Inter Partes matters relating to Exide's patent portfolio.  
Morrison is, however, involved in the Ex Parte prosecution of
patent applications in the patent issuing authorities in over a
dozen different countries.  In addition, Morrison is currently
evaluating an infringement allegation taken against Exide.

Ms. Jones notes that Morrison is also responsible for the
maintenance of Exide's portfolio of active, issued patents.  In
connection with this responsibility, Morrison keeps track of
issued, active patents, advises the Debtors on required annuity
and maintenance fee payments associated therewith, and oversees
the payment of such fees.  Morrison also oversees the activity
of foreign legal associates handling non-U.S. patent matters on
the Debtors' behalf.  These associates act as legal
representative before the local patent issuing authorities.  
Morrison provides such associates with instructions for patent
matters, based on Morrison's communication with the Debtors'
legal, business, and technical personnel.

Since Morrison is already familiar with the Debtors' current
status, the Firm is fully prepared to address the legal issues
that will come before it in this regard, which is critical to
the successful reorganization of the Debtors' estates.

Subject to Court approval, and in accordance with Section 330(a)
of the Bankruptcy Code, Ms. Jones states that compensation will
be payable to Morrison on an hourly basis, plus reimbursement of
actual, necessary expenses and other charges incurred by
Morrison.  Consistent with the terms of past representation,
Morrison and the Debtors have agreed that the Firm's discounted
rate structure will continue to apply to the ongoing
representation.  Since the Firm represents the Debtors in a
variety of capacities, the Firm agreed pre-petition to a volume
discount with respect to the fee arrangement with Exide.
Specifically, Morrison will provide the Debtors a 5% discount
for all work performed by the Firm, starting at zero and up to 1
million in fees.  Above 1 million, Morrison will provide a
discount of 10%.  The discounts apply on the standard hourly
rates for the attorneys aid other professionals that might be
called upon to perform work for the Debtors.

The principal attorneys and paralegals presently designated to
represent the Debtor and their current standard hourly rates
under the Firm's general rate structure range from:

       Partners                          $360 to $650
       Associates                        $195 to $410
       Legal Assistants/Support Staff    $ 90 to $405

In addition, Morrison may, from time to time, require the
assistance of outside services relating to its representation of
the Debtors in various matters, including, but not limited to,
court fees, court reporters, transcription services, consulting
services and expert witness fees.  Because the timing and nature
of these type of expenses may be critical to ongoing matters,
Morrison requests approval from the Bankruptcy Court authorizing
the Debtor to reimburse Morrison directly for all outside
Special Expenses within 10 days from the date an invoice is
submitted to the Debtors for payment.

Michele B. Corash, Esq., a Partner of the Firm, assures the
Court that Morrison does not hold or represent any interest
adverse to the Debtors' estates, and accordingly, Morrison is a
"disinterested person" as that phrase is defined in Section
101(14) of the Bankruptcy Code.  However, the firm currently
represents or in the past has represented several parties in
matters unrelated to these cases, including:

A. Creditors: Bank of New York, Enron Metal & Commodity, Anixter
   Inc., Exide Delaware, and Praxair Distribution Inc.;

B. Insurance Companies: Zurich American Insurance Co., and
   National Union;

C. Secured Lenders: Credit Suisse First Boston, Aimco CDO 2000,
   Alliance Cap Fund, Bank of Scotland, Bank One NA, Bank
   Nationale, Bear Sterns, Black Diamond, BNP Paribas, Citicorp
   USA, Dai Ichi Kangyo Bank, Dresdner Bank, First Union
   National Bank, Fleet National Bank, Fortis Bank Nederland NV,
   GE Capital, General Motors, Indosuez Capital Funding, JH
   Whitney Fund, Lehman Bros., Mitsubishi Trust & Banking Corp.,
   Morgan Stanley, Octagon Investment, Orix Finance, Paribas
   Capital Funding, Salomon Bros., Scotiabank, Societe Generale,
   Sumitomo Trust & Banking, Textron Financial Corp., Toronto
   Dominion Bank, and UBS AG;

D. Litigation Parties: Lucent Technologies, Edison Mission power
   and Pacific Dunlop Investments;

E. Equity Holders: Wisconsin State Investment Board, Dimensional
   Fund Advisors, Loomis Sayles & Co., and Pacific Dunlop
   Holdings USA;

F. Professionals: Wolf Block Schorr & Solis Cohen LLP, and
   Kirkland & Ellis.

Ms. Corash informs the Court that prior to the petition date,
the Firm has rendered services that have not been billed or has
not yet been paid by the Debtors, amounting to $244,924.06.

Ms. Jones contends that retroactive approval of Morrison' s
retention is appropriate under the circumstances.  This
Application was prepared and filed as soon as possible after the
Debtors realized that Morrison would be providing more extensive
services than those anticipated when the Debtors filed these
cases. (Exide Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

DebtTraders says that Exide Technologies' 10% bonds due 2005
(EXIDE2) are quoted at a price of 15. See  
real-time bond pricing.

FEDERAL-MOGUL: Court Okays Stipulation with Northern Insurance
Federal-Mogul Corporation and its debtor-affiliates have
verified that there is insurance coverage available with respect
to the claims of Northern Insurance Company of New York, as
Subrogee of Harlan Bakeries, Inc., and Harlan Bakeries, Inc.  
The parties sought and obtained Court approval of their
stipulation.  The terms of the stipulation are:

A. the automatic stay is modified to allow Northern Insurance
   Company of New York and Harlan Bakeries to proceed with their
   lawsuit pending at the U.S. District Court for Southern
   District of Indiana, Indianapolis division, solely for the
   limited purpose of obtaining a decision from the Indiana
   Court and obtain a recovery, if any, from any applicable
   insurance coverage; and

B. to the extent that damage awarded in the action are greater
   than the amount of any applicable insurance which the Debtors
   may have, that excess amount will be the subject of proofs of
   claim to be filed in this Court and Northern Insurance
   Company of New York.  Harlan Bakeries has the right to amend
   any filed proof of claim within 30 days after entry of a
   judgment against the Debtors in the federal court action to
   reflect that judgment. (Federal-Mogul Bankruptcy News, Issue
   No. 18; Bankruptcy Creditors' Service, Inc., 609/392-0900)

FOCUS INSURANCE: Intends to Declare Dividend on July 22, 2002
                      COMPANIES (WINDING-UP)
                         NO. 369 OF 1990
                        IN THE MATTER OF
                        IN LIQUIDATION

       (Under an Order for Winding-Up the above-named Company,   
                      dated 5th February, 1991.)


NOTICE IS HEREBY GIVEN that Focus Insurance Company, Ltd. - In
Liquidation intends to declare a first and final dividend on 22
July 2002, under the provisions of Rule 84 of the Companies
(Winding-up) Rules 1982.

All known creditors have been sent a notification by Focus
Insurance Company Ltd. - In liquidation of the basis upon which
their dividends will be calculated. Creditors who have not
received such notification, or who do not agree with the basis
of calculation of their dividend should submit a completed Proof
of Debt form to the Liquidator of Focus Insurance Company Ltd. -
In Liquidation, PricewaterhouseCoopers Dorchester House, 7
Church Street, Hamilton HM 11, Bermuda on or before 5:00 pm
(Bermuda Time) 12 July 2002. Failure to notify the Liquidator in
writing of your disagreement with the basis of calculation, by
submitting a proof of Debt form, on or before 12 July, 2002,
will result in your exclusion from participation in payment of
the dividend to be declared.

Proof of Debt forms may, be obtained from the Liquidator, Focus
Insurance Company Ltd. - In Liquidation at the address shown

                PETER C.B. MITCHELL Liquidator
                Focus Insurance Company Ltd. - In Liquidation
                Pricewaterhousecoopers, P.O. Box HM1171 Hamilton
                HMEX BERMUDA. Telephone: 441-295-2000
                Fax: 441-295-1242

GATEWAY DISTRIBUTORS: Expects Better Results After Fin'l Workout
Gateway Distributors Ltd. (OTCBB: GTWY) has undergone
significant financial restructuring and projects that 2002
revenues will greatly exceed their previous financial
performance and will be in excess of $4 million in 2002.

This will be more than double the sales of 2001.


In 2001 GTWY had annual sales of $1,875,326.80 after significant
financial restructuring and the establishment of new and
exciting products. GTWY projects that they will greatly exceed
the figures of 2001 setting all-time financial highs for 2002.

GTWY currently has developed a database of over 80,000 customers
and 7,000 are actively selling the company's products. With
GTWY's newly implemented strategy they will capitalize on the
73,000 distributors not currently in full use and expand their
market presence.


52-Week High:   $1.95

52-Week Low:    $0.015

Current Price:  $0.0001

Through its intensive financial restructuring and devotion to
the continual innovation of products, GTWY is headed for a
bright future. This will allow GTWY to compete with companies
such as NuSkin (NYSE: NUS) and Herbalife (Nasdaq: HERBB).

GLOBAL CROSSING: Gets Okay to Assume CEO Legere Employment Pact
Global Crossing Ltd., and its debtor-affiliates obtained Court
approval to assume the Legere/Global Crossing Agreement, as
revised to delete references to AGC and reflect modifications
based on negotiations with the statutory committee of unsecured
creditors appointed in these Chapter 11 cases.

The following is a summary of the principal executory
obligations of the Legere/Global Crossing Agreement:

A. Term: October 3, 2004, with automatic one-year renewals,
   unless either the Debtors or Mr. Legere notifies the other at
   least six months before the scheduled expiration date that
   the term is not to renew.

B. Base Salary: Reduced from $1,100,000 to $770,000 during the
   restructuring process (reduction does not affect annual bonus
   or severance calculation).

C. Annual Bonus: Target bonus equal to 125% of Base Salary,
   dependent on meeting specified corporate and individual
   performance goals set by the compensation committee of the
   Global Crossing Board of Directors. The performance goals for
   the annual bonus will be subject to the reasonable approval
   of the Creditors Committee.

D. Tax Indemnification: $5,000,000 paid in advance. Any unvested
   portion of this payment will be repayable to Global Crossing
   if Mr. Legere voluntarily terminates his employment (other
   than for Good Reason). One quarter of the payment will vest
   on each of July 15, 2002, September 2, 2002, December 15,
   2002, and the date the court either confirms a chapter 11
   plan, converts the case to Chapter 7, appoints a trustee, or
   appoints an examiner with powers to oversee business
   operations. The balance of the Tax Indemnification payments
   ($3,838,848) will be made by Global Crossing in four equal
   installments on the dates specified above.

E. Termination of Employment by Global Crossing "For Cause": Mr.
   Legere will be entitled to the amount of any accrued but
   unpaid Base Salary, any unpaid Annual Bonus for the previous
   year, pay for accrued but unused vacation time, un-reimbursed
   business expenses, and any benefits he may be entitled to
   under a Global Crossing benefit plan.

F. Termination of Employment by Mr. Legere "For Good Reason" or
   by Global Crossing "Without Cause": Mr. Legere will be
   entitled to:

     a. the amount of any accrued but unpaid Base Salary,

     b. any unpaid Annual Bonus for the previous year plus a pro
        rata bonus for the current year,

     c. pay for accrued but unused vacation time

     d. recoupment of un-reimbursed business expenses

     e. the vesting of all options,

     f. a lump-sum payment of twice the sum of Base Salary and
        target Annual Bonus, and

     g. continuation of benefits for one year or until such
        earlier date as equivalent benefits are provided from
        other employment.

G. Mitigation of Severance Payments: 50% of any severance
   payment due will be subject to mitigation in the event
   termination of employment occurs after conversion of the case
   to Chapter 7, appointment of a trustee, or appointment of an
   examiner with powers to oversee business operations.

H. Non-solicitation: Two year prohibition on soliciting the
   employment of any Global Crossing employee or the business of
   customers or clients of Global Crossing

I. Indemnification: Indemnification from and against all costs,
   charges, expenses or liabilities whatsoever incurred or
   sustained by Mr. Legere, at the time such costs, charges,
   expenses, or liabilities are incurred or sustained, in
   connection with any action, suit, or proceeding to which Mr.
   Legere may be made a party by reason of his being or having
   been an officer or employee of Global Crossing or AGC.
   (Global Crossing Bankruptcy News, Issue No. 12; Bankruptcy
   Creditors' Service, Inc., 609/392-0900)

GLOBAL CROSSING: Will Provide Int'l Voice Services to Techtel
Global Crossing is providing Techtel Argentina with
international voice services, connecting Techtel customers in
Argentina to the United States, Europe and Latin America, under
an agreement signed earlier this year. The new service will
enable Techtel Argentina to transport and terminate voice
traffic on Global Crossing's global IP-based fiber-optic

"Our diversified portfolio of IP-based services offers customers
the most advanced and reliable data and voice products available
anywhere in the world," said Jose Antonio Rios, international
president of Global Crossing. "Our Carrier Outbound Service, a
high-quality product that specifically targets wholesale telecom
customers, is an important part of our strategy to solidify the
company's market position in Latin America and the Caribbean."

John Legere, chief executive officer of Global Crossing added,
"We are very pleased to count Techtel as one of our customers, a
company that links all of the major cities in Argentina. Our
global voice network, which now carries more than 4 billion
minutes of voice each month, with an average of 15-20% of that
over IP, continues to grow as we add new customers and steadily
increase business with our existing customers."

Global Crossing's Carrier Outbound Service, which is available
in more than 450 destinations throughout the Americas, Europe
and Asia, provides complete global termination capabilities for
facilities-based carriers.

"All of our customers know and are familiar with Global
Crossing's state of the art technology and high quality of
services standard," said Hector Masoero, Executive President,

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

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

Techint Organization established Techtel in 1997 with the aim of
transmitting data, Internet, corporate voice and video with
wireless technology through the 10.5 and 28 GHZ frequencies that
were granted by The Communications Secretary of Argentina.

During the year 2000, Techtel made a Strategic Agreement with
America Movil, the international business unit of Telmex
(Telefonos de Mexico) to add forces in the deregulation process
of the Argentine telecommunications market. Telmex, the major
telephonic operator of Mexico in expansion in Latin America, has
more than 13,5 million phone lines, 100.000 data links, more
than 900.000 internet subscribers and 5,6 million added value
services over local lines (call waiting, three way call, call
transfer, mail box). Telmex is currently positioned as the
regional market leader in Telecommunications, with presence in
Ecuador, Honduras, Guatemala, Brazil, Puerto Rico, Uruguay,
Venezuela and The United States.

After the agreement with America Movil, Techtel increased its
capital in 125 million dollars and foresees an investment of 400
million dollars for the next five years.

Techtel owns an Interurban Fiber Optic Network of more than
4.000 km. This Network links the most important cities of the
country: Buenos Aires, La Plata, Rosario, Cordoba, Mendoza,
Neuquen, Mar del Plata, Bahia Blanca and more than 60 medium
size cities, that represent more than the 80% of the population
of Argentina.

Techtel offers tailor made telecommunications products that suit
the client's requirements, with the best cost benefit trade off.

Global Crossing Holdings Ltd.'s 9.625% bonds due 2008 (GBLX3),
DebtTraders says, are quoted at a price of 1.75. See  
real-time bond pricing.

GROUP TELECOM: Talks with Lenders About Financial Workout Plan
GT Group Telecom Inc. (TSX: GTG.B, GTG.A, NASDAQ: GTTLB),
Canada's largest independent, facilities-based  
telecommunications provider, provided an update on its expected
financial results for the quarter ending June 30, 2002, on its
efforts to reorganize its operations to reduce costs and on its
efforts to consider changes to the Company's capital structure.

On February 19, 2002, Group Telecom announced a reorganization
of its operations to reduce costs and manage its business to
profitability. The results from the initiatives announced on
February 19 have been positive, with Group Telecom realizing
estimated annual cash savings of approximately C$38 million, in
excess of initial estimates of C$30 million. In providing
financial guidance for the current quarter, Group Telecom had
previously indicated that it hoped to meet the revenue covenant
($260 million on a rolling four quarter basis) contained in its
secured debt facilities through a combination of organic revenue
growth and the completion of dark fiber and related hardware
sales. Group Telecom currently believes that it will not
complete all of the dark fiber and related hardware transactions
within the timeframe necessary to enable it to meet its June 30,
2002 revenue covenant. Group Telecom has initiated discussions
with the agents to its secured lending syndicate with respect to
obtaining a waiver of, or forebearance in respect of, any
failure to meet its revenue covenant. If the revenue covenant is
not met and relief from it is not obtained, Group Telecom will
have to consider all of its alternatives.

On March 22, 2002, Group Telecom announced the formation of a
special committee and the engagement of Morgan Stanley & Co.
Incorporated to assist the company in the consideration and
possible pursuit of capital structure modifications. Group
Telecom has worked with its professional advisors to review the
company's capital structure and business plans in light of the
current environment for telecommunication providers in Canada.
Group Telecom has also held discussions with its secured
lenders, including banks and vendors, with respect to a possible
restructuring of Group Telecom's capital structure. These
discussions are ongoing and further updates will be provided
when appropriate.

Group Telecom has previously disclosed that, as of March 31,
2002, it had available liquidity of C$514 million, consisting of
C$275 million in cash and C$239 million in available vendor
facilities from Lucent and Cisco. These facilities are no longer
available to Group Telecom. Group Telecom believes that its cash
position of approximately C$220 million is more than sufficient
to fund operations while it continues discussions with its
secured lenders.

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

GT Group Telecom's 13.25% bonds due 2010 (GTGR10CAR1) are
trading at about 6, DebtTraders reports. See
for real-time bond pricing.

GROUP TELECOM: 3 Shaw Nominees Step-Down from Board of Directors
In light of the announcement by GT Group Telecom Inc. relating
to GT's on-going concerns in meeting the covenants owed to its
secured lending syndicate and vendor financiers, Shaw
Communications Inc. (NYSE:SJR)(TSX:SJR.B.TO) announced that its
three nominees sitting as directors on the Board of Directors of
GT have resigned, effective immediately.

"Shaw felt that it was prudent to give GT some flexibility in
constituting its board with directors to deal specifically with
the restructuring challenges facing GT. Shaw will be waiving its
right to representation on GT's board for the time being",
commented Jim Shaw, Chief Executive Officer of Shaw.

Shaw Communications Inc. is a diversified Canadian
communications company whose core business is providing
broadband cable television, Internet and satellite services to
approximately 2.9 million customers. Shaw also has significant
interests in telecommunications, Internet infrastructure and
interactive television companies. Shaw is traded on the Toronto
and New York stock exchanges (symbol: TSX - SJR.B, NYSE - SJR).

IMP: Sells 499K Shares to Certain Vendors via Private Placement
On June 12, 2002, IMP, Inc., a Delaware corporation, completed
the sale and issuance of an aggregate of 499,103 shares of IMP's
common stock in a private placement to certain of its vendors
pursuant to a Stock Purchase Agreement dated June 12, 2002.  The
consideration for the issuance of the shares was the
cancellation of trade payables or other indebtedness relating to
goods and/or services provided to IMP by those vendors. IMP has
agreed to use its commercially reasonable efforts to register
the resale of the shares on a registration statement to be filed
with the Securities and Exchange Commission.

About 80% of IMP Inc.'s sales come from its silicon wafer
foundry services, through which it makes integrated circuits
(ICs) for customers such as International Rectifier (30% of
sales) and National Semiconductor (15%). IMP also makes its own
analog and mixed-signal microchips. The company makes data
communications ICs (including small computer system interface --
SCSI -- terminators) and power management ICs (including voltage
regulators and lamp drivers) for communications, computer, and
systems control applications. More than four-fifths of sales are
to US customers. India-based Teamasia Semiconductor owns more
than 60% of IMP.

At December 31, 2001, IMP Inc. reported a working capital
deficit of about $200,000. Also, as previously reported, the
company is in violation of certain minimum listing requirements
to continue trading on Nasdaq.

IT GROUP: Court Okays UBS Warburg and Lehman Bros. as Advisors
The IT Group, Inc., and its debtor-affiliates obtained Court
authorization to employ and retain UBS Warburg, LLC, and Lehman
Brothers to provide financial advisory services during these
chapter 11 cases.

James Redwine, the Debtors' Vice President and Corporate General
Counsel, relates that, under the terms of an Engagement Letter,
UBS Warburg and Lehman Brothers will assist the IT Group in
analyzing and considering one or more transactions, including
the possible sale or merger of The IT Group or one or more of
its material subsidiaries and/or the restructuring of the

UBS Warburg is an international M&A and strategic advisory,
corporate finance and merchant banking firm that provides
financial advice to leading companies such as the Fortune 500
and other top companies and investors worldwide.  

Lehman is one of the world's leading full-service investment
banks with $9,200,000,000 in equity and $248,000,000,000 in
assets and is a leader in M&A advisory, fixed income, equity,
private equity and research.  Lehman has extensive experience in
assisting companies with in-court and out-of-court
restructuring, and advising companies in making acquisitions of
distressed companies.

Specifically, the Financial Advisors will:

A. render a general business and financial analysis of the
     Company including transactions feasibility analysis;

B. aid in the preparation of descriptive materials concerning
     the Company;

C. develop, and evaluate with the Company on an ongoing basis a
     list of parties which might possibly be interested in
     purchasing or investing in the Company.

D. consult with and advise the Company regarding opportunities
     for the sale of the Company as identified by Lehman, being
     the sale advisor, or others and, if requested by the
     Company, represent the company in negotiations for such

E. aid in the study and formulation and execution of various
     capitalization techniques which the company is considering
     including the issuance of equity, debt or any related
     securities for the Company in public or private placements;

F. take part in the Company's preparation  for any public
     disclosures regarding a transaction.

Mr. Redwine states that as compensation for their services, the
Advisors were paid a non-refundable monthly retainer fee of
$150,000 a month for November and December 2001 for services
given prior to Petition Date.  UBS received 70% of the initial
monthly retainer fee while Lehman got the remaining 30%.  Going
forward, the Debtors agree to pay the Financial Advisors:

A. a monthly advisory fee of $125,000 a month starting January
     2002 with such fee apportioned 70% to UBS Warburg and 30%
     to Lehman. Should one Advisor decides to terminate the
     engagement, the portion of the Monthly Advisory fee to
     which that party is entitled shall be payable pro rata
     based on the number of days it has accorded its service in
     the month of termination;

B. related to the Sale, when the Company enters into a
     definitive deal resulting into a Sale, in either case,

     a. within the term of Lehman or UBS Warburg's engagement or

     b. during the a 12-month period following the effective
          termination of either of the Advisors' engagement, a
          Sale Transaction Fee of that Sale is payable in cash
          at the closing thereof, in a sum equal to 1.5% of the
          consideration involved in each such Sale apportioned
          70% to Lehman and 30% to UBS Warburg;

C. related to Restructuring, or a reorganization through the
     approval of the creditors, filing of such plan or entering
     into a deal which ultimately results into the consummation
     of the Restructuring, in any case,

     a. during the term of either Lehman's or UBS Warburg's
          engagement or

     b. at any time within a 24-month period following the
          effective date of termination of either Advisors'
          engagement, a Restructuring Transaction Fee in
          connection with such is accorded in a sum equal to 1%
          of the face value of the outstanding indebtedness of
          the Company, payable to cash on the consummation of
          their Restructuring apportioned 30% to Lehman and 70%
          to UBS Warburg;

D. related to Financing, a Financing Transaction Fee payable on
     the date that the Company first receives funds made
     available under such agreement, equal to:

     a. 5% of the actual gross amount of cash proceeds raised in
          such in case of equity of equally-linked financing,

     b. 3% in the case of debt-financing of the actual gross
          amount of cash proceeds raised in such, apportioned
          70% to UBS Warburg and 30% to Lehman; and

     c. refund upon request for UBS Warburg's reasonable
          expenses including professional and legal fees and
          disbursements incurred related to UBS Warburg's deal,
          which does not exceed $50,000 without prior approval
          of the Company.

In addition to the structured compensation described, the
agreement provides that the Debtors will indemnify the Financial
Advisors except for gross negligence or willful misconduct. (IT
Group Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  

IMMTECH INT'L: Shareholders Continue Selling Up to 1.8MM Shares
Stockholders of Immtech International, Inc. named under the
caption "Selling Stockholders" may from time to time offer and
sell up to 1,825,786 shares of the Company's common stock. The
Shares may be sold in transactions occurring either on or off
the NASDAQ at prevailing market prices or at negotiated prices.
Sales may be made through brokers or through dealers, who are
expected to receive customary commissions or discounts. Immtech
will receive no proceeds from the sale of Shares offered. No
period of time has been fixed within which the Shares registered
may be offered or sold. Immtech's obligation to keep the
Registration Statement with the SEC effective expires as to
1,681,743 of the Selling Stockholders' Shares on February 14,
2004, 44,043 Shares on February 22, 2004 and 100,000 Shares on
September 12, 2002, or sooner if all Selling Stockholders'
Shares are sold.

The Company's common stock is traded on the NASDAQ SmallCap
Market under the symbol "IMMT." The last reported sale price of
its common stock on June 10, 2002 was $5.41.

Immtech International, Inc. is a biopharmaceutical company
focused on the discovery, development and commercialization of
drugs for the treatment of fungal diseases, tuberculosis,
hepatitis, pneumonia, diarrhea, and cancer.

As of December 31, 2001, Immtech International has a total
shareholders' equity deficit of about $1.3 million.

IMMUNE RESPONSE: Pursuing Equipment Debt Arrangement Workout
As part of an effort to solidify the Company's finances, The
Immune Response Corporation (Nasdaq: IMNR) announced an  
agreement with Transamerica Technology Finance Corporation to
restructure its existing equipment loans, in effect curing the
existing default under those loans and limiting the
circumstances which can serve as the basis for any future

"We are pleased at our ability to work with Transamerica in
reaching this agreement, thereby fixing this default and
continuing our efforts to solidify the Company's finances," said
Dr. Dennis Carlo, President and Chief Executive Officer for The
Immune Response Corporation. "It was in both companies'
interests to remedy this situation and move on."

The original equipment loan was used primarily to acquire
equipment in the Company's Pennsylvania manufacturing facility
and was primarily collateralized by the equipment on premises.
The restructured agreement affects $1.5 million of the Company's
outstanding debt.

Pursuant to the agreements signed with Transamerica, the Company
is obligated to pay Transamerica milestone payments upon receipt
by the Company of proceeds from a certain number of financing
activities. The payments would reduce the Company's existing
Transamerica debt. The Company also remains obligated to make
its scheduled debt payments to Transamerica until all the debt
and interest has been paid in full. Additionally, the Company
granted to Transamerica a security interest in the Company's
assets, including its intellectual property, subject to an
existing security interest in the intellectual property.

As the Company previously disclosed in its Form 10-Q filed with
the Securities and Exchange Commission, Transamerica had
delivered the Company a notice of an event of default under its
equipment loans.

Co-founded by medical pioneer, Dr. Jonas Salk and based in
Carlsbad, California, The Immune Response Corporation is a
biopharmaceutical company developing immune-based therapies
designed to treat HIV, autoimmune diseases and cancer. The
Company also develops and holds patents on several technologies
that can be applied to genes in order to increase gene
expression or effectiveness, making it useful in a wide range of
therapeutic applications for a variety of disorders. Company
information also is available at

IMPSAT FIBER: Maintaining Existing Cash Management System
IMPSAT Fiber Networks, Inc. asks the U.S. Bankruptcy Court for
the Southern District of New York for permission to maintain all
existing bank accounts, continue using its existing cash
management system, and continue using all existing business

The Debtor seeks a waiver of the United States Trustee's
requirement that prepetition Bank Accounts be closed and that
new postpetition bank accounts be opened.  The Debtor believes
that this requirements would cause significant and unnecessary
disruption in their businesses.

The Debtor point out that its Bank Accounts are part of a
carefully constructed Cash Management System that ensures the
its ability to efficiently monitor and control all of its cash
receipts and disbursements.  It is important that the Debtor
gets permission to maintain its existing Bank Accounts and, if
necessary, open new accounts, wherever they are needed,
irrespective of whether such banks are designated depositaries
in the Southern District of New York.

The Debtor also seek an order authorizing it to continue using
all Business Forms existing immediately prior to the Petition
Date, without reference to the Debtor's status as debtor in
possession, and its centralized cash management system in the
operation of its business. The Debtor asserts that the basic
structure of the cash management system it has described to the
Court constitutes its ordinary, usual, and essential business

Impsat Fiber, a provider of broadband Internet, data, and voice
services in Latin America, filed for chapter 11 protection on
June 11, 2002. Anthony D. Boccanfuso, Esq., and Michael J.
Canning, Esq. at Arnold & Porter represent the Debtor in its
restructuring efforts. When the Company filed for protection
from its creditors, it listed $667,189,368 in total assets and
$1,334,732,793 in total debts.

INTERNET ADVISORY: Proposes to Amend Articles of Incorporation
An Information Statement is being furnished to stockholders of
The Internet Advisory Corporation, a Utah Corporation, to advise
them of corporate action taken without a meeting by less than
unanimous written consent of stockholders to amend its Articles
of Incorporation to change its name to Scores Holding Company

The Board of Directors fixed the close of business on May 23,
2002 as the record date for the determination of stockholders
entitled to vote on the proposal to amend the Articles of
Incorporation. On May 23, 2002 there were 15,739,676 shares of
the Company's common stock issued and outstanding. The proposed
amendment to its Articles of Incorporation requires the
affirmative vote of a majority of the outstanding shares of its
common stock. Each share of common stock is entitled to one vote
on the proposed amendment.

The Board of Directors, by written consent on May 22, 2002, has
approved, and stockholders holding 10,891,667 (approximately
69.2%) of the outstanding common shares on May 23, 2002, have
consented in writing, to the amendment. Accordingly, all
corporate actions necessary to authorize the amendment have been
taken. In accordance with the regulations under the Securities
Exchange Act of 1934, the authorization of the amendment to the
Articles of Incorporation by the Board of Directors and the
stockholders will not become effective until 20 days after the
Company has mailed the Information Statement to its
stockholders. Promptly following the expiration of this 20-day
period, the Company intends to file the amendment to its
Articles of Incorporation with the Utah Department of Commerce.
The change of name to Scores Holding Company Inc. will become
effective at the time of such filing.

The Internet Advisory Corporation is a publicly traded company
in the United States and Europe. In the United States it trades
on the OTC BB Symbol: PUNK and in Europe on the Frankfurt Stock
Exchange Symbol: IAS. The Company offers an expanding package of
enhanced Internet tools, including Web site hosting and
electronic commerce solutions, (E-Commerce), enabling its
customers to conduct transactions with their customers and
vendors over the Internet with secure Internet communication
links permitting customers to engage in private and secure
Internet communication with their employees, vendors, customers
and suppliers.

On May 25, 2001, The Internet Advisory Corp. file for Chapter 11
reorganization in the U.S. Bankruptcy Court for the Southern
District of Florida (Broward).

JUNIPER CBO: Deterioration in Credit Enhancement Concerns S&P
Standard & Poor's placed its ratings on the class A-1L, A-1, A-
2, A-3A, and A-3B notes issued by Juniper CBO 1999-1 Ltd., an
arbitrage CBO transaction originated in March 1999, on
CreditWatch with negative implications.

In a previous action, the ratings assigned to all the classes of
notes were placed on CreditWatch negative on Feb. 5, 2002. The
ratings on the class A-1, A-2, A-3A, and A-3B notes were
subsequently lowered to single-'A'-plus from triple-'A' (class
A-1), triple-'B'-plus from triple-'A' (class A-2), and triple-
'C'-minus from triple-'B'-minus (classes A-3A and A-3B) and
removed from CreditWatch negative on April 9, 2002, while the
triple-'A' rating on the class A-1L notes was affirmed and
removed from CreditWatch negative.

The current CreditWatch placements reflect further deterioration
in the credit enhancement available to support the rated notes,
since the class A-1, A-2, A-3A, and A-3B notes were last
downgraded on April 9, 2002.

The overcollateralization ratio tests for Juniper CBO 1999-1
Ltd. continue to be out of compliance, and there has been
significant deterioration in the transaction's
overcollateralization ratios in recent months. As of the June 2,
2002 monthly trustee report, the class A overcollateralization
ratio was 95.4% (the required minimum ratio is 115%), versus
102.4% at the time of the last downgrade. The class B
overcollateralization ratio was 83.8% (the required minimum
ratio is 104%), versus 90.9% at the time of the last downgrade.

The credit quality of the collateral pool has also deteriorated
in recent months. Currently, $60.175 million (or approximately
14.89% of the collateral pool) has defaulted. In addition,
$10.125 million (or approximately 2.94%) of the performing
assets in the collateral pool come from obligors with Standard &
Poor's ratings currently in the triple-'C' range; a total of
$16.5 million (or approximately 4.80%) of the performing assets
in the collateral pool come from obligors with Standard & Poor's
ratings currently in the double-'C' range, and $36.455 million
(or approximately 10.60%) of the performing assets within the
collateral pool come from obligors with Standard & Poor's long-
term corporate credit ratings on CreditWatch negative.

Standard & Poor's will be reviewing the results of the current
cash flow runs generated for Juniper CBO 1999-1 Ltd. to
determine the level of future defaults that the rated tranches
can withstand under various stressed default timing and interest
rate scenarios, while still paying all of the rated interest and
principal due on the notes. The results of these cash flow runs
will be compared with the projected default performance of the
transaction's current collateral pool to determine whether the
ratings assigned to the above-mentioned notes are commensurate
with the level of credit enhancement currently available.

               Ratings Placed On Creditwatch
                With Negative Implications

                  Juniper CBO 1999-1 Ltd.

     Class         Rating               Balance (mil. $)

             To                From     Original    Current

     A-1L    AAA/Watch Neg     AAA      153         116.965
     A-1     A+/Watch Neg      A+       134         134
     A-2     BBB+/Watch Neg    BBB+     34          34
     A-3A    CCC-/Watch Neg    CCC-     60          60
     A-3B    CCC-/Watch Neg    CCC-     40          40

KAISER ALUMINUM: Wants Plan Filing Exclusivity Moved to Dec. 12
"It is simply unrealistic to expect that any party -- be it the
Debtors or any other parties in interest -- would be in a
position to formulate, promulgate and build consensus around a
reorganization plan any earlier than December 12, 2002," Paul N.
Heath, Esq., at Richards, Layton & Finger P.A., tells the U.S.
Bankruptcy Court for the District of Delaware.  Against that
backdrop, Kaiser Aluminum Corporation and its debtor-affiliates
ask for an extension of their Exclusive Plan Proposal Period
through and including December 12, 2002. They ask that the
period during which they have the exclusive right to solicit
acceptances of their Plan be extended through and including
February 10, 2003.

Mr. Heath submits that the Debtors' cases are not only large but
highly complex.  This complexity is partly a function of the
extensive size and scope of the Debtors' business operations.  
In addition, as of Petition Date, Kaiser Aluminum & Chemical
Corporation was facing more than 100,000 pending asbestos
lawsuits, and the Debtors had:

A. tens of thousands of other potential creditors;

B. thousands of executory contracts and unexpired leases;

C. operations throughout North America and overseas; and,

D. four separate business units.

Moreover, two separate committees have been appointed in these
cases, each with separate sub-constituencies, requiring the
Debtors to discuss and negotiate all issues with myriad parties.

Mr. Heath asserts that no purpose would be served by prematurely
terminating the Exclusive Periods while these large, complex
cases are otherwise only a few months old.  If negotiations do
not resolve the asbestos and legacy-related issues, preparation
for and the potential prosecution of litigation regarding the
underlying disputes on any number topics undoubtedly will
consume many months or even years.  Pending a consensual or
litigated resolution of those matters, the Debtors will be
unable to propose and seek confirmation of meaningful plan of

Mr. Heath tells Judge Fitzgerald that the Debtors have devoted
significant time and effort to critical early phases of their
restructuring.  With their initial transition into Chapter 11
now largely complete, the Debtors are currently focusing on
completing their long-term strategic plan.  They anticipate
using the requested six-month extension to complete the
strategic plan and then begin to address head-on the various
asbestos and legacy issues involved in these cases and begin
preliminary negotiations with the Committees and other
constituencies regarding a plan or plans of reorganization.

According to Mr. Heath, since the commencement of their Chapter
11 cases, the Debtors have made considerable progress on a
variety of issues.  Their achievements to date in these cases
include, among others:

A. obtaining various "first day" relief to ensure that the
   Debtors' businesses remain stable and that the Debtors'
   reorganization efforts move forward, including retaining
   professionals necessary to those efforts;

B. securing approval of a $300,000 debtor-in-possession
   financing facility to address the Debtors' liquidity needs
   and to assure the Debtors' vendors, customers and other
   constituents that the Debtors' businesses remain stable;

C. taking steps to ensure that the Debtors' and their nondebtor
   affiliates' valuable joint venture interests are preserved,

   a. obtaining interim relief to pay claims of and continue
      transactions with their nondebtor joint venture

   b. working to preserve certain beneficial financial
      arrangements of certain of the joint ventures;

   c. obtaining an agreed-upon preliminary injunction to ensure
      that the status quo is preserved with respect to certain
      nondebtor subsidiaries' interests in Aluminum Partners of
      Jamaica; and,

   d. responding to attempts by certain of their joint venture
      co-participants to exercise rights under the applicable
      joint venture documents;

D. completing the progress of compiling over 9,200 pages of
   information required for the Debtors' statement of financial
   affairs and schedules of assets and liabilities;

E. obtaining Court authorization of procedures to streamline the
   sale of any assets for aggregate consideration under a
   certain dollar threshold and permit the sales to be
   consummated without further Court approval;

F. in connection with their exit from their unprofitable lid and
   tab market business, they negotiated, obtained Court approval
   of and closed a sale of their coating line assets;

G. attempting to establish open communications and build
   productive working relationships with the two official
   committees appointed in these cases to limit the number of
   contested matters presented to the Court;

H. obtaining various other relief necessary in the first months
   of these Chapter 11 cases, including the rejection of certain
   contracts, an extension to the time to assume, assume and
   assign or reject nonresidential real property leases, an
   extension of the time to remove lawsuits and the authority to
   retain and pay professionals in the ordinary course of

I. successfully resolving or defending various actions against
   the Debtors' estates, including motions to lift the automatic
   stay, demands for payment of reclamation claims and demands
   for utility deposits;

J. developing a key employee retention program to ensure key
   management employees remain with the Debtors and are focused
   on a successful reorganization, which the Debtors intend to
   seek Court approval of after input from, and further
   consultation with, the Committees; and,

K. commencing work on a long-term strategic plan.

Mr. Heath admits that it is the backdrop of these results that
the Debtors seek to extend each Exclusive Periods.  Besides, the
Debtors' requested extension is in line with similar extensions
granted in other large Chapter 11 "asbestos" and "non-asbestos"
cases filed in this District and elsewhere.

Mr. Heath assures the Court that the extension of the Exclusive
Periods will not harm the Debtors' creditors or other parties in
interest and will not result in a delay of the plan-of-
reorganization process; rather, it will simply permit the
process to move forward in an orderly fashion.

A hearing on the motion is scheduled on July 23, 2002.  Under
Local Rule 9006-2, the Debtors' Exclusive Periods to propose and
file a Plan of Reorganization remains intact through the
conclusion of that hearing. (Kaiser Bankruptcy News, Issue No.
10; Bankruptcy Creditors' Service, Inc., 609/392-0900)   

KMART: Changes Name of Web Site to from
DebtTraders reports that Kmart Corporation has changed the
official name of its Web site to from

"The name change represents an effort by the bankrupt retailer
to refine its marketing strategy as it struggles to find a
market niche for itself," DebtTraders says. Also, the new site
highlights Kmart's new "The Stuff of Life" advertising campaign.

According to DebtTraders analysts Daniel Fan, CFA, and Blythe
Berselli, CFA, Kmart Corporation's 9.375% bonds due 2006 are one
of their Actives. These bonds (KMART10) are currently quoted at
a price of 41. For real-time bond pricing, see

KNOWLEDGE HOUSE: Financial Reporting Defaults Continue
Knowledge House Inc. (TSX VEN:KHI) remains in default of filing
its annual Audited Financial Statements for the period ended
December 31, 2001 which were to have been filed on or before May
21, 2002 pursuant to relevant securities laws because of a
requirement to change auditors.

Mr. Daniel F. Potter, Chairman of the Board and the Chief
Executive Officer of Knowledge House advised on May 22, 2002
that the Company was unable to meet its deadline due to a change
in auditors of the Company, given that the current auditors will
be taking shares of the Company pursuant to its proposal to
creditors, discussed below. As a result of the delay in the
completion and filing of the annual Audited Financial
Statements, the Company was also late in filing its Interim
Financial Statements for the first quarter ended March 31, 2002
which were due to be filed on or before May 30, 2002.
Discussions are underway with an auditing firm and the Company
expects to file the Audited Financial Statements and the Interim
Financial Statements on or before July 21, 2002.

On June 5, 2002, Mr. Potter advised that the board of directors
was being reduced in size given that the Company is currently

On May 22, 2002, the Company obtained from the Nova Scotia
Securities Commission a management cease trade order pursuant to
Section 134 of the Securities Act (Nova Scotia) and CSA Staff
Notice 57-301 with respect to securities of the Company and
issued a Notice of Default in relation thereto. The order places
restrictions on the trading of the Company's securities by
certain persons who have been directors, officers or insiders of
the Company since the Company's most recent financial statements
were filed in accordance with prescribed filing requirements.
CSA Staff Notice 57-301 requires the filing and dissemination of
a Default Status Report on a bi-weekly basis disclosing, among
other things, whether or not there has been a material change in
the information contained in the Notice of Default. Since May
22, 2002, there have been no changes in the affairs of the
Company or in the information contained in the Notice of Default
which are required to be disclosed pursuant to CSA Staff Notice

Should the Company fail to file its financial statements on or
before July 21, 2002, the Nova Scotia Securities Commission and
other securities commissions or regulators may impose an issuer
cease trade order that all trading in securities of the Company
cease for such period as specified in the order.

The Company intends to issue a Default Status Report on a bi-
weekly basis for as long as it remains subject to the management
cease trade order or in default of prescribed filing
requirements. An issuer cease trade order may be imposed sooner
if KHI fails to file its Default Status Report on time.

As noted in material change reports and press releases issued by
the Company, on November 26, 2001, KHI's unsecured creditors
approved its proposal filed on October 26, 2001, under the
Bankruptcy and Insolvency Act (Canada). The proposal has not yet
been approved by the Supreme Court of Nova Scotia and remains
subject to court, shareholder and other required regulatory
approvals. The Company will file material change reports
containing the same information it provides to creditors at the
same time the information is provided to creditors throughout
the period it remains in default.

KOMAG INC: Intends to Padlock Plant in Santa Rosa, California
Komag, Incorporated (OTC Bulletin Board: KMAGQ), the largest
independent producer of media for disk drives, plans to close
Komag Materials Technology, Inc., a wholly-owned subsidiary
located in Santa Rosa, California.

At the same time the company reported that it expects sales for
the second quarter of 2002 will be 15% to 20% lower than the
$61.4 million reported in the first quarter of 2002 as a result
of recent market softness. The company also expects that lower
sales will result in a $3 million to $4 million increase in
operating loss, before restructuring charges, compared to the
first quarter.

"Because our market continues to be weak and volatile, we find
it necessary to take ever more difficult steps to reduce our
fixed cost structure," said T.H. Tan, Komag's chief executive
officer. "KMT has been part of Komag since 1988. They have been
responsible for significant substrate technology, process
improvements and cost reductions over the intervening years.
Unfortunately, the competitive pressures of our industry no
longer allow us to maintain a dedicated substrate development
team. We will relocate a small number of key KMT staff members
to our R&D center in San Jose to continue substrate development

The KMT shutdown will reduce the company's headcount by
approximately 75 people. The shutdown will occur over a three-
month period, beginning with a partial reduction in force
immediately. The balance of the KMT staff will be terminated as
projects are completed. The company expects to record a
restructuring charge of $6 million to account for the shutdown.

Komag's emergence from chapter 11 will be unaffected by the
actions announced above. The company expects its Plan of
Reorganization to become effective on or before June 30, 2002.
At that time the company will discharge over $520 million of
unsecured obligations, cancel its existing common stock and
warrants, and make distributions of cash, new common stock,
warrants and debt securities to holders of general unsecured

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

LEGACY HOTELS: S&P Hatchets Long-Term Corp. Credit Rating to BB+
Standard & Poor's lowered its long-term corporate credit and
senior unsecured debt ratings on Legacy Hotels Real Estate
Investment Trust to double-'B'-plus from triple-'B'-minus. At
the same time, the ratings on the Toronto, Ont.-based company
were removed from CreditWatch, where they were placed February
14, 2001. The outlook is stable.

"The ratings actions reflect Legacy's weaker credit protection
ratios and higher debt levels, which are no longer commensurate
with Standard & Poor's investment-grade levels generally
associated with hotel companies and hotel REITs that have above-
average business risk profiles," said Standard & Poor's credit
analyst Ron Charbon.

"In addition, the credit enhancement provided by the trust's
relationship with Canadian Pacific Ltd. (CPL) was reduced with
the spin-off of CPL's other subsidiaries, leaving only the hotel
business now renamed Fairmont Hotels & Resorts Inc. Although
Fairmont has a very strong balance sheet and has assisted Legacy
during the post-Sept. 11, 2001, period by taking units in lieu
of distributions, Fairmont does not match the financial size and
strength that CPL had prior to its breakup," Mr. Charbon added.

The ratings on Legacy reflect the trust's strength in business
risk, offset by weaker credit protection ratios. Legacy's credit
strengths are its portfolio of high-quality luxury Fairmont
Hotels in heritage properties across Canada; a highly regarded
and seasoned management team; the demonstrated resilience of the
Canadian hotel sector since September 11; the relatively strong
operating results of Legacy's hotel portfolio; and the
established market prominence of the trust's portfolio.

Legacy is an unincorporated closed-end hotel REIT that owns and
manages 21 upscale and luxury hotels with 9,500 rooms. Fairmont
manages 10 luxury hotels, and Delta manages the 11 upscale
properties. Legacy's major shareholder is Fairmont, the ongoing
company created by the reorganization of CPL and the subsequent
spin-off of CPL's operating divisions into separate public

Data from hotel industry sources for year-end 2001 and the first
two months of 2002 demonstrate the Canadian lodging market has
recovered from the events of September 11 reasonably well.
Projections for 2002 indicate moderate growth in occupancy,
average daily room rate, and revenue per available room
(REVPAR). Legacy's operating results have demonstrated that the
hotels operating in its properties were most severely affected
in the third quarter of 2001 (REVPAR down 6.5% from the same
period in 2000) and less so in the fourth quarter of 2001
(REVPAR down 4.3%). In the first quarter of 2002, REVPAR was
down 4.2% compared with the first quarter of 2001. Looking
forward, Standard & Poor's is cautiously optimistic on the hotel
sector and expects continued gradual improvement in operating
statistics throughout 2002.

LIONBRIDGE TECHNOLOGIES: Shareholders' Meeting Set for July 29
Notice has been given that a Special Meeting of Stockholders of
Lionbridge Technologies, Inc., a Delaware corporation, will be
held at 10:00 a.m., local time, on July 29, 2002, at the
Company's corporate headquarters at 950 Winter Street, Waltham,
Massachusetts 02451, to consider and act upon the following

   1. To amend the Company's Second Amended and Restated
Certificate of Incorporation to effect a reverse stock split of
the shares of the Company's issued and outstanding common stock
at a ratio to be determined by the Board of Directors of the
Company, in its sole discretion, such that when multiplied by
the closing price of common stock on the business day preceding
the Special Meeting of Stockholders results in a product between
$5.00 and $6.50 per share, inclusive, but which ratio shall not
exceed one-for-three whereby one (1) share of common stock will
be issued in exchange for not more than three (3) shares of
common stock currently issued and outstanding (any fractional
shares of common stock which result from this share exchange
will not be issued, but will be rounded up and exchanged for one
(1) whole share of common stock); provided, that at any time
prior to the effectiveness of the filing of the amendment with
the Secretary of State of the State of Delaware, the Board of
Directors of the Company may abandon such proposed amendment
without further action by stockholders if the Board of
Directors, in its sole discretion, determines that it is in the
best interests of the Company or the stockholders to do so.  

  2. To transact such other business as may properly come before
the Special Meeting or any postponements or adjournments

The Board of Directors has fixed the close of business on May
31, 2002 as the record date for the determination of the
Lionbridge stockholders entitled to notice of, and to vote at,
the Special Meeting and any postponements or adjournments

Lionbridge Technologies, Inc. provides solutions for worldwide
deployment of technology and content to global 2000 companies in
the technology, life sciences and financial services industries.

As previously reported, Lionbridge Technologies has a working
capital deficit of about $1.4 million at March 31, 2002.

LYONDELL CHEMICAL: S&P Assigns BB $275M Senior Notes Rating
Standard & Poor's assigned its double-'B' rating to Lyondell
Chemical Co.'s proposed $275 million senior secured notes due
2012 and affirmed its other ratings on the company, including
the double-'B' corporate credit rating. Proceeds of the notes
will be used to prepay $200 million of an existing term loan.
The balance of the net proceeds (approximately $50 million),
together with approximately $100 million from a new equity
issue, will be retained on the balance sheet.

Houston, Texas-based Lyondell has about $3.9 billion of debt
outstanding. The outlook is stable.

"A new $350 million committed revolving credit facility,
together with Lyondell's plans to retain additional cash on its
balance sheet, will provide ample liquidity through the bottom
of the current trough in the petrochemical cycle," said Standard
& Poor's credit analyst Kyle Loughlin. "In addition, following
the proposed transactions, Lyondell will have substantially
relieved concerns related to restrictive financial covenants and
will benefit from the extension of the debt maturity profile,"
the analyst said.

The ratings for Lyondell Chemical reflect its high debt levels
from the 1998 acquisition of ARCO Chemical Co., which continue
to overshadow the firm's average business profile as a leading
North American petrochemical producer. Lyondell is the world's
largest producer of propylene oxide (PO), a key intermediate for
urethanes and an array of industrial chemicals. That strong
market position is bolstered by large-scale and cost-efficient
operating facilities. Long-term prospects for PO profitability
remain relatively good, although variations in the pricing of
oil-based feedstocks and the level of economic activity can
affect short-term results. Recently PO demand has diminished due
to economic conditions but should trend back toward the
historical growth rate of 3%-5% per year with an economic
recovery. The concentration of global production capacity among
relatively few producers should limit oversupply conditions,
although new plant additions are expected to dampen near-term
profit margins. However, product margins should remain less
volatile than those of most other petrochemical products.
Business attributes are generally less attractive for PO process
co-products: styrene and methyl tertiary butyl ether (MTBE). The
styrene sector is fragmented and more dependent on construction
activity and export demand, and wide swings in cyclical
performance are typical. MTBE is an important gasoline additive
whose long-term prospects are clouded by regulatory
uncertainties. Given the diversity of Lyondell's production
base, a significant phase-out of MTBE use in the U.S. is not
expected to meaningfully diminish the firm's cash flow
generation. (However, any conversion of existing MTBE units for
the production of other gasoline blending components would
result in incremental capital outlays.)

Ratings stability is supported by the firm's commitment to
improve its financial profile and maintain adequate financial
flexibility, and the expectation that business conditions will
begin to recover during 2002.

DebtTraders reports that Lyondell Chemical's 10.875% bonds due
2009 (LYOCH3) are quoted at a price of 94. See  
real-time bond pricing.

METALS USA: Wins Nod to Implement Key Employee Retention Plan
Metals USA, Inc., and its debtor-affiliates sought and obtained
the Court's Order approving the Debtors' Key Employee Retention
Plan (KERP).  The Debtors adopt the KERP because the retention
of key personnel is necessary for the Debtors' reorganization
effort.  Metals USA's key employees possess unique knowledge,
skills, and experience, as well as customer and supplier
relationships, which are important to the business enterprise
and, in many cases, impracticable to replicate.

According to R. Andrew Black, Esq., at Fulbright & Jaworski LLP
in Houston, Texas, although prospects for a successful
reorganization are good, key executive, managerial and
operational employees of Metals USA may resign because of the
uncertainty surrounding the Debtors' reorganization and their
future employment status.  In addition, since many of the
Debtors' key employees have stock incentive programs, their cash
compensation is less than market levels.

Mr. Black relates that the KERP provides for the creation of two
groups of key executives, managers and operational staff:  Group
1, with seven key executives, and Group 2, with 140 key
managerial and operational staff.  The proposed retention
incentives for members of Group 1 are based on a five-part plan
which provides for:

A. Retention Compensation: Metals USA proposes to pay Group 1
   Key Executives Retention Compensation equal to 25% of their
   current Base Salary at the time of this Motion upon the
   earlier of their termination without cause or the entry of an
   order by this Court approving the adequacy of a Disclosure
   Statement.  Metals USA intends to file a plan of
   reorganization before the end of August 2002 when its
   exclusivity period runs out.  The maximum cost of the
   Retention Compensation for Group 1 is $500,000;

B. Timing Performance Bonus: To respond to the Unsecured
   Creditors Committees' request, the Debtors propose a Timing
   Performance Bonus of up to 25 % of Base Salary to be paid to
   Group 1 Key Executives in the following amounts on the
   Effective Date of a Reorganization Plan for the Debtors, if
   the Effective Date occurs in these months:

                November 2002    -  25%
                December 2002    -  20%
                January 2003     -  15%
                February 2003    -  10%
                March 2003       -   5%
                April 2003
                 or thereafter   -   0%

   Any Group 1 executive who is terminated without cause prior
   to the Effective Date will be entitled to receive a pro rata
   share of the Timing Performance Bonus.  The pro rata share
   will be calculated by determining (a) the number of days the
   Group 1 executive continued to be employed after the entry of
   the order approving this Motion, divided by (b) the number of
   days between the entry of the order approving this Motion and
   the Effective Date, multiplied by (c) the Group 1 executive's
   applicable Timing Performance Bonus.  Pro rata shares, if
   any, due to Group 1 executives will be paid on the Effective

C. EDITDA Performance Bonus: The Debtors propose to pay Group 1
   Key Executives on the Effective Date an EBITDA Performance
   Bonus of 25% of their Base Salary.  The EBITDA Performance
   Bonus will be paid only if the Debtors have met or exceeded
   the Debtors' projected 12-month trailing consolidated EBITDA
   measured through the last complete month prior to the
   Effective Date.  EBITDA will be measured in accordance with
   Debtors' post-petition loan agreement dated January 2, 2002;

D. Distribution Performance Bonus: Metals USA also proposes a
   Distribution Performance Bonus, in which Group 1 Key
   Executives will be paid 0.5% of their Base Salary for each
   percentage in excess of a 50% recovery to the unsecured
   creditor class based on the Debtors' estimates of the
   payments to be made to the estimated allowed unsecured claims
   as set forth in the Disclosure Statement or the Plan of
   Reorganization.  Distribution Performance Bonuses will be
   capped at a maximum of 25% of the Group 1 Key Executive's
   Base Salary.  Payment of Distribution Performance Bonuses, if
   any, shall occur 75 days after the Effective Date and be made
   in the same form of consideration received by the unsecured
   creditors.  Any securities paid as part of a Distribution
   Performance Bonus will be valued based upon their average
   price over any 20 consecutive trading days during the first
   60 days after the Effective Date; and,

E. Severance Compensation: If a Group 1 Key Executive is
   terminated without cause at any time prior to six months
   after the Effective Date, Metals USA proposes to make a
   Severance Compensation  payment equal to 25% of that
   executive's current Base Salary.  Receipt of Severance
   Compensation will be in lieu of any additional severance pay
   he or she may have been entitled to under an employment
   contract or under existing Metals USA employment policies or
   practices.  Prior to receipt of the Severance Compensation
   payment, the Group 1 Executive will sign a written release
   waiving any claims that executive may have relating to his or
   her employment or termination, including any claims arising
   under his or her employment contract, other than claims for
   unpaid salary, bonus, or expense reimbursement.

As to employees under Group 2, Mr. Black states the Debtors
propose to pay the employees retention compensation between 20%
to 75% of their Base Salary, as follows:

A. Group 2a - consisting of 20 employees who will receive
   Retention Compensation equivalent to 75% of their Base

B. Group 2b - consisting of 18 employees who will receive
   Retention Compensation equivalent to 50% of their Base

C. Group 2c - consisting of 74 employees who will receive
   Retention Compensation equivalent to 30% of their Base
   Salary; and,

D. Group 2d - consisting of 28 employees who will receive
   Retention Compensation equivalent to 20% of their Base

The cost of the retention compensation for Group 2 employees is
approximately $5,600,000.  Employees belonging to the group will
be paid according to this schedule:

A. One payment equal to 12.5% of each Group 2 employee's
   applicable retention compensation will be made promptly after
   entry of the Order approving KERP;

B. An additional payment equal to 12.5% of each Group 2
   employee's applicable KERP will be made on each 90 day
   anniversary of the entry of the Order approving the KERP
   until the individual has received 100% of their Retention
   Compensation or until the individual is terminated
   without cause or the Effective Date;

C. On the Effective Date, or should an individual be terminated
   without cause prior to the Effective Date, the Group 2
   employees will be paid any outstanding portion of their
   retention compensation not yet received; and,

D. Should a Debtor company be sold, Group 2 employees of that
   Debtor will be entitled to payment, within 14 days of the
   closing of the sale, of any outstanding portion of their
   retention compensation not yet received. (Metals USA
   Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service,
   Inc., 609/392-0900)

METROCALL: Gets Nod to Pay Critical Vendors' Prepetition Claims
The U.S. Bankruptcy Court for the District of Delaware approves
Metrocall, Inc. and its debtor-affiliates' request to pay
prepetition claims of critical trade vendors.

The Debtors tell the Court that paying the prepetition claims of
these critical vendors will make it possible for the Debtors to
obtain and facilitate essential postpetition vendor support on
acceptable terms.  This is necessary to continue operating their
business and maintain uninterrupted supply and service to
customers.  The Debtors were obtained permission from the Court
to pay up to $2,750,000 of Critical Vendors' Claims.

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.

N-VIRO INT'L: Shares Start Trading on OTC Bulletin Board
N-Viro International Corporation (OTC Bulletin Board: NVIC)
issued the following letter to stockholders on June 11, 2002:

"Dear N-Viro Stockholder:

"Obviously we are disappointed in the Nasdaq decision to delist
the Company. On January 2, 2002 we advised Nasdaq of our
timetable to comply. We were advised by Nasdaq Counsel that the
Listing Qualifications Panel had the authority to delay
delisting to allow us time to return to Nasdaq standards. On
April 18, 2002 we presented to the Listing Qualifications Panel
our timetable, which stated clearly that we expected to meet
Nasdaq standards by June 30, 2002. Nasdaq chose not to accept
our timetable. Their official comment was that 'the Company will
likely require significant additional time to implement.' It has
cost N-Viro over $2,000,000 to qualify for and maintain our
position on Nasdaq. Unless Nasdaq Counsel assures us that they
will re-list us when and if we meet our proposed timetable of
material events required to meet Nasdaq standards, we may choose
to cease all further appeals. Filing for a new listing on the
Nasdaq Market is simply cost-prohibitive and not an option at
this time.

"As I stated at the annual meeting last month, I believe our
future has never looked brighter. N-Viro, for a small company,
is now strategically positioned to be a major force in organic
utilization and alternative fuels management. The potential
utilization of these resources in sustainable alternative fuels
and/or sustainable agriculture is unlimited.

"Clearly, Pat Nicholson was 10 years ahead of his time with the
development of N-Viro's pasteurization technology. Now, nine
years after publication of federal regulations (40 CFR 503) on
municipal wastewater sludge use and an almost total lack of
federal implementation and enforcement thereof, the industry
fully comprehends the value of pasteurization or sterilization
concepts and is quickly moving to adopt them.

"N-Viro decided three years ago to focus on privatization
contractors whose primary concern is cost efficiency, and to
develop the capability to attract local partners with strong
credibility. We believe we have achieved both objectives. Today,
N-Viro is in final negotiations with the three largest
wastewater and water contractors in the world to partner three
different projects in North America. We expect to announce two
of these projects in the second quarter and the last one in the
third quarter of 2002.

"Moreover, as announced at the annual meeting, 'N-Viro is in
late-stage negotiations with a major (2001 revenue of over $12
billion dollars) Midwestern power utility to jointly develop our
N-Viro Fuel technology.' This recently patented technology
teaches the ability of our conventional N-Viro Soil(TM) product
and similar materials to be used in combination with fossil
fuels as a low-cost energy source, as a scrubbing agent to
remove nitrous oxides (NOx) and sulfur dioxides (SO2), and as a
potential future source of both carbon credits and alternative
energy tax credits. The economics of this concept are exciting.
Economics, not regulatory policies, is the driving motivation
for this strategy.

"This technology will allow us to work closely with electric
utility generators in every part of the world. We will use their
waste fly ash to convert waste organics into a cost-effective,
emission-control alternative and sustainable energy source. It
is a 24 hour/7 day a week solution to the management of waste
organics with total protection of public health, respect for
social responsibility, and the elimination of public and private
liability concerns now associated with most current organic
waste disposal practices.

"It is a clear win-win-win situation. A win for organic
generators. A win for electric power producers. And a win for
both of their neighbors. It also helps N-Viro.

"Also, in an effort to make our own communications with
stockholders of N-Viro International more efficient and cost
effective, we wish to continue to convert as many stockholders
as possible to an electronic means of communication. This means
having any information, including quarterly reports, press
releases and other materials, transmitted by e-mail or fax.

"We know many of you do not have access to a computer or the
Internet, and we will continue to use direct mail for you.

"Please contact us at your earliest convenience to let us know
which method you prefer: e-mail or fax. You can e-mail your
response directly to or call or fax our Office
Manager, Tricia Bacon, at (419) 535-6374 Ext. 100, or (419) 535-
7008, respectively. If we do not hear from you, we will continue
with the latest established method of sending information.

"If you wish to be taken off the list at any time, please let us
know and we will do so immediately.

"Whether our stock is traded on Nasdaq or the OTC Bulletin
Board, we at N-Viro are dedicated to recovering for you, our
investors, the real value of this Company."

Sincerely yours,

Terry J. Logan, Ph.D.
Chief Executive Officer

NAPSTER INC: Gets Nod to Appoint Logan & Company as Claims Agent
Napster, Inc. and its debtor-affiliates sought and obtained
approval from the U.S. Bankruptcy Court for the District of
Delaware to appoint Logan & Company, Inc. as claims and noticing

Under the Logan Agreement, it is anticipated that Logan, at the
request of the Debtors or the Clerk's Office, will:

     a) prepare and serve required notices in these chapter 11

     b) within 5 days after the mailing of a particular notice,
        file with the Clerk's Office a certificate or affidavit
        of service;

     c) maintain copies of all proofs of claims and proofs of
        interest filed in these cases;

     d) maintain official registers in these cases by docketing
        all schedules claims, proofs of claim and proofs of
        interest in a claims database;

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

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

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

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

     i) record all transfers of claims and provide notice of
        such transfers;

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

     k) provide such other claims processing, noticing and
        related administrative services as may be requested by
        the Debtors.

The list of services with an associated cost estimate taken
directly from Logan & Company's fee schedules are:

     Database Creation and Claims Docketing

     -- One time Set-Up Fee                $2,500
     -- Load Names and Addresses           $300
          from disk/tape 3,000 x .10
     -- Manual Input and verification
          25 hours x $55 per hour          $1,375
     -- Claims Docketing
          1000 claims
          35 claims per our x $55          $1925
     -- Scheduled claims creation
          10 hours x $100 per hour         $1,000
     -- Miscellaneous address changes,
          transfers, etc 10 hours x $55


     -- Notice of Case Commencement,
          341 Meeting of Creditors         $900
          Postage                          $1,020
     -- Bar Date Notice                    $900
          Postage                          $1,020
     -- Proof of claim form                $1440
     Schedules and Statement Preparation   $25,000
Napster, Inc. and its debtor-affiliates own and operate the
peer-to-peer music service known as Napster. The Napster service
has provided music enthusiasts with an easy-to-use, high quality
service for finding and discovering music and communicating
their interests with other members of the Napster community. The
Company filed for chapter 11 protection on June 6, 2002. Daniel
J. DeFranceschi, Esq., Russell C. Silberglied, Esq. at Richards,
Layton & Finger and Richard M. Cieri, Esq., Michelle Morgan
Harner, Esq. at Jones, Day, Reavis & Pogue represent the Debtors
in their restructuring efforts. When the Company filed for
protection from its creditors, it listed debts of more than $100

NATIONAL ENERGY: Gets Approval to Amend Cert. of Incorporation
At National Energy Group's Annual Meeting of Shareholders held
on June 6, 2002, the Company's shareholders voted to amend the
Company's Amended and Restated Certificate of Incorporation to
effect a reduction in the aggregate number of shares of common
stock the Company is authorized to issue from 100,000,000 to

National Energy Group, Inc., headquartered in Dallas, Texas, is
an independent energy company engaged in the acquisition,
exploration, exploitation, development and production of oil and
natural gas properties. The Company's core areas of operations
are located in major producing basins in Texas, Louisiana,
Oklahoma, and Arkansas. Operations have been focused in areas
where the Company has developed geological, geophysical and
engineering expertise in order to maximize the potential of its
core properties. The Company seeks to operate the properties in
which it owns an interest. This emphasis on control of
operations has enabled the Company to utilize its expertise to
reduce and control lease operating expenses in order to maximize
profit margins and production. The Company has recently
completed a successful reorganization. Pursuant to the
Bankruptcy Court Plan of Reorganization, the Company has become
a fifty percent interest holder in a limited liability company
into which it has contributed all of its oil and gas properties
and for which it will provide management services.

As previously reported, National Energy's December 31, 2001
balance sheet shows a total shareholders' equity deficit of
about $82 million.

NATIONSRENT INC: Banc One Says Ritchie Bros. 'Lacks Experience'
Joseph C. Handlon, Esq., at Ashby & Geddes in Wilmington,
Delaware, submits that Banc One does not object to NationsRent
Inc.'s retention of Ritchie Bros. per se, but reserves its right
to object to the appraised values that may be assigned by, or
with the assistance of, Ritchie Bros.  Upon information and
belief, Ritchie Bros. is an auctioneer and is engaged in the
business of auctioning equipment.  Ritchie Bros. does not
remarket construction equipment and, therefore, lacks the
qualifications and experience necessary to properly appraise and
assign fair market value to equipment like as those leased to
the Debtors by Banc One.

Mr. Handlon tells the Court that Banc One does not dispute
Ritchie Bros.' experience and qualifications as one of the
world's largest public auctioneers.  However, it does not
believe that Ritchie Bros. is qualified to properly assess and
apply fair market values to the leased equipment.  This is
especially critical here, where the Debtors intend to
extrapolate values from appraised equipment to a potentially
large pool of equipment that will not be inspected or appraised.
(NationsRent Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

NETWORK ACCESS: Brings-In Shook Hardy as FCC Regulatory Counsel
Network Access Solutions Corporation and NASOP, Inc. seeks
permission from the U.S. Bankruptcy Court for the District of
Delaware to continue the retention of Shook Hardy & Bacon LLP as
special FCC regulatory counsel.

Shook Hardy specializes in, among other things, FCC and state
public utility commission telecommunications regulatory matters.
The Debtors wish to engage Shook Hardy to render the Debtors the
needed consultation and advice regarding FCC and state public
utility commission telecommunications regulatory policy. The
Debtors propose that Shook Hardy will perform these and other
services as they requested from time to time. Shook Hardy's
involvement in the financial restructuring of the Debtors is
expected to be minimal.

Shook Hardy will not be dealing with the claims of any creditors
with whom it may have connections, and, therefore, will not have
any potential adverse interest on this matter. The Debtors
submit that the continued employment of Shook Hardy is in the
best interest of the Debtors' estates and creditors. It would be
costly and ineffective for the Debtors to find new attorneys who
are familiar with and educated about the complex
telecommunications regulatory matters of the Debtors.

The Debtors have been informed that the principals and
associates of Shook Hardy who are most likely to be engaged in
these chapter 11 cases are Rodney L. Joyce, J. Thomas Nolan, and
Edgar Class.

Within one year prior to the Commencement Date, Shook Hardy
received from Debtor Network Access Solutions Corporation
$185,414 in the aggregate for its pre-petition services and
expenses. Of that amount, a total of $50,929 was paid to Shook
Hardy on May 31 and June 3, 2002 and $23,492 of those payments
was applied to pre-petition amounts owed Shook Hardy. The
balance, $27,436, will be held by Shook Hardy as a retainer for
post-petition work completed by Shook Hardy, subject to court
approval. After application of the payments, the Debtors still
owed Shook Hardy $15,710 for services rendered and expenses
incurred prior to the Commencement Date, of which Shook Hardy
agreed to waive.

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

NEWPOWER HOLDINGS: Selling Gas Business to Southern Co. for $28M
NewPower Holdings, Inc. (PINK SHEETS: NWPW), parent of The New
Power Company, has signed an asset purchase agreement with
Southern Company (NYSE: SO) for the acquisition of NewPower's
natural gas customers in Georgia and certain related assets.

Southern Company has agreed to pay approximately $28 million or
$131.00 for each customer contract. This amount includes the
purchase of NewPower's customer care and billing systems. In
addition, Southern Company has agreed to pay approximately $32
million for NewPower's Georgia natural gas inventory, accounts
receivable and the right to use certain risk management systems.
The transaction will be subject to Bankruptcy Court and
regulatory approvals.

NewPower plans filed Wednesday with the Bankruptcy Court
requesting approval of its sales and bidding procedures in
connection with its proposed asset sales. NewPower will file the
Southern Company asset purchase agreement shortly, for the
review and approval of the Bankruptcy Court under the proposed
sales and bidding procedures.

On June 11, 2002, NewPower announced that it had filed a
voluntary petition for reorganization under Chapter 11 of the
U.S. Bankruptcy Code in the U. S. Bankruptcy Court for the
Northern District of Georgia, Case Number 02-10835.

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

NORTEL NETWORKS: Will Deliver Voice Over IP to Compass Bank
Compass Bank, one of the top 40 U.S. bank holding companies by
asset size, has selected a voice over IP (Internet Protocol)
solution from Nortel Networks (NYSE:NT)(TSX:NT.) to help the
bank drive reduced costs, greater productivity and improved
customer service.

By implementing Nortel Networks Business Communications Manager
at branch locations and IP-enabling Meridian 1 at the central
office switch, BellSouth will enable Compass Bank to save annual
costs by reducing the number of high-speed T1 lines at each
branch. Additionally, Nortel Networks evolution philosophy will
allow Compass Bank to use existing phones and voicemail systems,
while allowing the bank to take advantage of the unification of
voice and data networks inherent in voice over IP technology.

"At Compass Bank, we emphasize our branch offices because that's
where we have one-on-one communications with our customers,"
said Rick Nelson, vice president, group
operations/telecommunications, Compass Bank. "We selected Nortel
Networks Business Communications Manager because it is essential
to have a system that operates at a 'five 9s' uptime in order to
maximize that personalized customer service."

BellSouth worked with Nortel Networks to design the Compass Bank
network. BellSouth engineers will deploy BCM and continue to
support it after implementation. BellSouth and Nortel Networks
have a long-standing relationship, and BellSouth has completed
thousands of successful BCM deployments.

"BCM will connect each bank branch to its respective hub
location for voice and data over the same T1, decreasing traffic
into the corporate office and allowing Compass Bank to replace a
T1 at each branch with just a few single phone lines for local
calling and emergency 911," said Steve Schilling, president,
enterprise accounts, Nortel Networks. "We can offer Compass the
full voice feature set they are accustomed to using while they
convert to voice over IP at their own pace, backed by
BellSouth's expertise in implementing our products."

Compass Bank is planning to maximize its previous technology
investments with BCM deployment by leveraging it with the bank's
existing, standardized voicemail platform, Nortel Networks
CallPilot. This gives Compass Bank the opportunity to easily
transition to complete unified messaging for all employees at
each location without having hardware and software at each
branch. CallPilot unified messaging enables employees to send
and receive voicemail, e-mail and faxes from their personal

"After consulting with Compass Bank, BellSouth's experienced
account team determined the voice over IP solution would provide
a cost-effective means of meeting the bank's business
objectives," said Brian Singleton, BellSouth's vice president
and general manager for Georgia, Alabama, Louisiana and
Mississippi. "BellSouth is committed to combining our industry-
leading network services and equipment to provide integrated
voice and data solutions that companies can rely on to meet
increasing customer demands."

Compass Bank is a subsidiary of Compass Bancshares, Inc., a
Sunbelt-based financial holding company with US$23 billion in
assets and over 340 full-service banking offices in Alabama,
Arizona, Colorado, Florida, Nebraska, New Mexico and Texas.
Compass is among the top 40 U.S. bank holding companies by asset
size and ranks among the top earners of its size based on return
on equity. The company's earnings per share have increased for
14 consecutive years and dividends per share have increased for
21 consecutive years. Shares of Compass' common stock are traded
through the NASDAQ stock market under the symbol CBSS.

Nortel Networks is an industry leader and innovator focused on
transforming how the world communicates and exchanges
information. The company is supplying its service provider and
enterprise customers with communications technology and
infrastructure to enable value-added IP data, voice and
multimedia services spanning Metro and Enterprise Networks,
Wireless Networks and Optical Long Haul Networks. As a global
company, Nortel Networks does business in more than 150
countries. More information about Nortel Networks can be found
on the Web at  

                         *   *   *

As previously reported, Moody's has downgraded Nortel Networks'
debt ratings to a low-B Level and its 2001-1 Certificates to
Ba3. Meanwhile, Standard & Poor's lowered the company's Lease
Pass-Through Certificates Rating to BB-.

DebtTraders reports that Nortel Networks Ltd.'s 6.125% bonds due
2006 (NT06CAN1) are quoted at a price of 73.5. See  
real-time bond pricing.

OM GROUP: S&P Assigns BB Rating to Proposed $600MM Term Loan C
Standard & Poor's assigned its double-'B' rating to OM Group
Inc.'s proposed $600 million senior secured term loan C. At the
same time, Standard & Poor's affirmed its double-'B' corporate
credit and single-'B'-plus subordinated debt ratings on the
specialty chemical and refined metal product provider. Proceeds
from the term loan C will be used to repay term loan A and term
loan B and reduce borrowings under the $325 million senior
secured revolver. The outlook is stable.

"This refinancing significantly improves availability under the
company's revolving credit facility," said Standard & Poor's
credit analyst Wesley E. Chinn. The ratings reflect an average
business risk profile derived from OM's position as a leading
provider of metal-based specialty chemical and refined metal
products, offset by an aggressive financial profile. Cleveland,
Ohio-based OM has traditionally focused on the development and
manufacture of value-added products derived from metal
feedstocks, the most important of which are cobalt, nickel, and
copper. OM's acquisition of Degussa Metals Catalysts Cerdec
(dmc2) from Degussa for cash consideration of approximately $1.1
billion significantly broadened OM's range of product offerings
and provided a complementary slate of metal-based specialty
products and technology based on palladium, platinum, silver,
gold, and rhodium. OM's sales are broadly distributed across
Europe (56%), the Americas (25%), and Asia (19%).

Generally favorable business prospects are supported by strong
market positions in most product areas, solid growth in many
product lines, and barriers to entry in the form of unique
feedstock arrangements, processing capabilities, and
technologically advanced products in specialty niches. Demand
growth tends to be attractive, bolstered by new product
introductions. In addition, OM's products typically are priced
for their value content, thereby enabling the firm to preserve
margins despite the underlying volatility of the base metal
products. Despite a January 2002 common stock offering, OM
remains aggressively leveraged with debt to EBITDA at roughly
4.0 times. However, management is committed to reducing debt,
and accordingly, debt to EBITDA should approach the neighborhood
of 3.5x near term, which is considered more appropriate for the
current rating. The company's obligations under precious metal
leases create additional risks, particularly if these financing
arrangements cannot be extended. This risk is mitigated by
several factors, including a commitment by Degussa to backstop
these arrangements for one year, partially offsetting lease
arrangements with OM's customers, and management's plan to
reduce dependence on these facilities. Adequate financial
flexibility is provided through availability of about $220
million (pro forma for term loan C) under the bank credit

The new term loan C is rated double-'B', the same as the
corporate credit rating, based on preliminary terms and
conditions. That term loan, which matures in 2007, as well as
the existing revolving credit facility, are guaranteed by
material domestic subsidiaries and are secured by a first-
priority perfected lien on all domestic assets and the capital
stock of the company's domestic subsidiaries, and 65% of the
stock of foreign subsidiaries, which will likely provide some
measure of protection to lenders.

Solid business positions in diverse and growing product areas
should promote sufficient profitability to meet management's
objective to reduce financial risk over the intermediate term.

ONI SYSTEMS: S&P Assigns B- Rating to Sub. Debt Assumed by Ciena
Standard & Poor's assigned its single-'B'-minus subordinated
debt rating to Ciena Corp. (B+/Negative/--) to reflect the
company's assumption of ONI Systems Inc.'s $250 million
convertible subordinated debt issue, following the announcement
that the merger between San Jose, California-based ONI and Ciena
Corp. Linthicum, Maryland-based Ciena had received approval from
shareholders of both companies.

ONI's 'CCC' subordinated debt rating was removed from
CreditWatch where it was placed on February 19, 2002, and was
withdrawn, and the issue has been assumed by Ciena. The issue is
now rated at Ciena's subordinated debt rating of 'B-'. Standard
& Poor's also withdrew ONI's corporate credit rating.

Ciena now has $1.1 billion of long-term debt outstanding.

"Should business conditions not stabilize in the next few
quarters, ratings on Ciena could be lowered," said Standard &
Poor's credit analyst Emile Courtney.

The ratings for Ciena, which provides optical transport systems
used in telecommunications networks, continue to reflect a very
narrow customer customer base, the challenges of rapid growth,
substantial leverage and a high-capacity optical communications
market in precipitous decline.

OWENS CORNING: Enters Exclusive Marketing Agreement with Knauf
Owens Corning, a world leader in building materials systems,
announced the execution of an Agreement with Knauf Distribution
SAS, under which Owens Corning will have exclusive marketing and
sales rights of Knauf's Fibracoustic ceiling and wall product in
North America.

Conwed, an Owens Corning company, will begin marketing this
product as Fibersorb Acoustic Ceilings and Walls immediately in
North America.  Fibersorb Acoustic Ceiling and Walls will be
sold through Independent Manufacturer Representatives and will
also be available to select distributors.  This agreement
combines Knauf's excellent production and manufacturing
capabilities with Owens Corning's market access in North America
and growing reputation as the acoustics leader.

The Fibersorb products, constructed of random wood fibers and a
rock-hard cement-like coating, are engineered for excellent
acoustical and abuse resistance performance.  The porous
material effectively traps sound waves, while offering extreme
durability to resist heavy and repeated impact.  Fibersorb is
available in many configurations and styles for both ceiling and
wall applications.

"The value of this agreement is that two companies with
different expertise have come together to increase the marketing
potential of this unique product," said Wayne Power, general
manager, acoustics systems business.  "This will also allow
Owens Corning to continue to expand its presence in the growing
acoustic market."

"This agreement is especially important because we are able to
create significant value for the North American building
community by combining our individual strengths to introduce
this very special product," said Thies Knauf, president, Knauf

"In Europe the Knauf Fibracoustic product is recognized for its
superior characteristics and Owens Corning's acoustic market
access will ensure that this unique product is now available
under the Fibersorb name to American designers and architects."
(Owens Corning Bankruptcy News, Issue No. 33; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   

PHILIPP BROTHERS: S&P Junks Credit Rating On Liquidity Concerns
Standard & Poor's lowered its corporate credit rating on Philipp
Brothers Chemicals Inc. to triple-'C'-plus from single-'B',
citing significant deterioration in the company's liquidity. At
the same time, Standard & Poor's also lowered its subordinated
debt rating on the Fort Lee, New Jersey-based company to triple-
'C'-minus from triple-'C'-plus. The outlook is negative.

Privately held Philipp Brothers is a manufacturer and marketer
of a somewhat diverse line of specialty chemicals to a variety
of industries, and has nearly $200 million of debt. Core product
segments include agricultural and industrial chemicals, with
products sold into a number of end markets, including animal
nutrition and health, electronics, wood treatment,
pharmaceutical, glass, construction, and concrete."The downgrade
reflects substantially heightened concerns regarding the ability
of the company to meet near-term financial commitments," said
Standard & Poor's credit analyst Peter Kelly. The rating actions
also reflect continued weakness in the company's end markets,
which is likely to forestall any meaningful recovery in
operating performance. Without significant improvement in the
company's operational performance and cash flow generation, the
company may not be able to service interest and current
principal due in fiscal 2003. The company has indicated that it
is considering asset divestitures and cost reduction programs to
provide funds. A ratings default would occur if the firm does
not make an interest or principal payment.

Profitability and cash flow have been negatively impacted by
lower selling prices across a number of key products, including
the negative impact of foreign exchange; volume pressure in
certain end markets, such as the printed circuit board industry;
and higher selling, general, and administrative expenses. In
addition, Philipp Brothers posted lackluster operating margins
in recent years, in part reflecting manufacturing problems at
ODDA Smelteverk A/S, a Norwegian company acquired in 1998.

The acquisition of the medicated feed additives business of
Pfizer Inc. in November 2000 significantly increased the
company's sales base, and when combined with Philipp Brothers'
existing animal nutrition and health business, created a leading
global medicated feed additives company with expanded positions
in the Americas, the Middle East, and Asia. However, the deal
required a meaningful increase in debt. In addition, the
acquisition was partially financed by a $45 million PIK
preferred stock investment in Philipp Brothers by Palladium
Equity Partners LLC, a New York, New York-based private
investment firm, and included substantial contingent payments
related to the performance of the acquired businesses.

Ratings could be lowered further if the probability that the
company will miss an interest or principal payment increases or
if the likelihood of a default becomes more imminent.

PRESIDENT CASINOS: Files for Chapter 11 Relief in Mississippi
President Casinos, Inc. (OTC:PREZ) and its wholly owned
subsidiary President Riverboat Casino-Missouri, Inc. have filed
voluntary petitions for reorganization under Chapter 11 of the
U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the
Southern District of Mississippi. The Company indicated that it
will reorganize and has targeted emergence from Chapter 11 in

The Company indicated its decision to seek judicial
reorganization was primarily based upon the need to restructure
the Company's debt obligations under its senior and secured
notes and was accelerated by recent collection efforts initiated
by its noteholders, including an action filed on June 18, 2002
to foreclose a mortgage on collateral securing a portion of the
notes. The Company does not anticipate that any interim
financing will be necessary to continue its operations during
the reorganization period. The bankruptcy filing is not expected
to have any significant negative impact on the Company's ability
to continue its day-to-day gaming and other operations or to
meet its payment obligations to its employees and vendors.

John S. Aylsworth, President and Chief Operating Officer of the
Company said, "We are committed and determined to complete our
reorganization as quickly and smoothly as possible, while taking
full advantage of this chance to reposition our Company to
realize the full value inherent in our properties. Over the past
several years the Company has undertaken a number of initiatives
designed to reposition the Company and its debt obligations,
including asset sales, cost reductions, improvements in
operations, and discussions with the Company's noteholders to
restructure the Company's debt. Unfortunately, in light of
recent developments it has become apparent that this process can
best be completed in a bankruptcy reorganization proceeding. We
regret that the Company has to take this action to reorganize
and any adverse effect today's action may have our employees,
customers, vendors and shareholders. We believe that our Company
can emerge from this process as a stronger, more flexible
enterprise which is better positioned to take full advantage of
the value of its businesses."

President Casinos, Inc. owns and operates dockside gaming
facilities in Biloxi, Mississippi and downtown St. Louis
Missouri, north of the Gateway Arch.

PSINET: Court Fixes July 26 Consulting/Knowledge Claims Bar Date
To ascertain the extent and scope of claims against the Debtors
in the Consulting and/or Knowledge cases in a timely manner,
Harrison J. Goldin, Chapter 11 Trustee for PSINet Consulting
Solutions Holdings, Inc. and PSINet Consulting Solutions
Knowledge Services, Inc., sought and obtained a Bar Date Order
issued by the Court, pursuant to sections 105(a) of the
Bankruptcy Code and Rules 3001-3005 of the Federal Rules of
Bankruptcy Procedure.

The Bar Date Order requires that, with certain exceptions, all
persons and entities (Creditors) holding or wishing to assert
pre-petition claims as defined in 11 U.S.C. Sec. 101(5) against
the Debtors in the Consulting and/or Knowledge cases, that is,
claims which arose prior to September 10, 2001 for Holdings, and
prior to February 27, 2002 for Knowledge, are required to file a
separate, completed and executed proof of claim, to be actually
received with original signature at or before 5:00 p.m. Eastern
Daylight Saving Time on July 26, 2002 at one of the following

By regular mail:

                  Clerk of the United States Bankruptcy Court
                  Southern District of New York
                  Re: PSINet Consulting Solutions Holding, Inc.
                      and PSINet Consulting Solutions Knowledge
                      Services, Inc. Claims Processing
                  Bowling Green Station
                  P.O. Box 5031
                  New York, New York 10274-5031

By hand or overnight mail:

                  Clerk of the United States Bankruptcy Court
                  Southern District of New York
                  Re: PSINet Consulting Solutions Holding, Inc.
                      and PSINet Consulting Solutions Knowledge
                      Services, Inc. Claims Processing
                  One Bowling Green, Room 534
                  New York, New York 10274-1408

A separate proof of claim must be filed against Holdings or
Knowledge, depending upon which entity the claim is against.

A proof of claim must be filed with original signature in the
prescribed form, or otherwise in compliance with Official Form
No. 10 of the Bankruptcy Rules, and must not be facsimiles.

Proofs of claim and proofs of interest are not required to be
filed (but may be filed) by Creditors or interest holders
holding or wishing to assert Claims against or interests in the
Debtors of the types below:

(1) creditors who have previously-filed their proofs of claim in
    the prescribed form;

(2) creditors who agree with the way the Debtors will schedule
    their claims;

(3) administrative claims under sections 503(b) or 507(a) of the
    Bankruptcy Code;

(4) claims previously allowed or paid pursuant to a Court order;

(5) inter-company Claims;

(6) claims based solely upon ownership of equity interest;

(7) claims arising from rejection of executory contracts or
    unexpired leases must be filed on or before the later of (i)
    the Bar Date, or (ii) 30 days after the entry of an order or
    expiration of a time period fixed by the Bankruptcy Code or
    the Court;

(8) claims for the principal and interest on the 2.94%
    Convertible Subordinated Notes due 2004, provided, however,
    that proofs of claim relating to such claims must be filed
    by the indenture trustee for each such series of bonds.

Under the proposed Bar Date Order, any person or entity that is
required to file a timely proof of claim in the form and manner
specified by the Bar Date Order but does not: (i) will not, with
respect to such claim, be entitled to vote on a proposed plan of
reorganization or be entitled to receive any payment or
distribution of property from the Debtors, or their successors
and assigns, with respect to such claim; and (ii) will be
forever barred from asserting such claim against the Debtors or
their successors or assigns.

The Trustee will mail by First Class United States mail, a copy
of the Bar Date Notice within 14 business days after entry of
the Bar Date Order dated June 12, 2002 to each known Creditor.

The Trustee will cause notice of the bar date to be published
once in the Wall Street Journal (national and international
editions), the Houston Chronicle and the Minneapolis Star
Tribune, by no later than 14 business days after entry of the
Bar Date Order. (PSINet Bankruptcy News, Issue No. 24;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   

RELIANCE GROUP: Resolves Some D&O Insurance Coverage Disputes
Reliance Group Holdings, the Pennsylvania Liquidator, George E.
Bello, Lowell Freiberg and Syndicate 1212 at Lloyd's of London
bring a settlement pact before Judge Gonzalez for approval.  The
settlement resolves some issues raised in a lawsuit captioned
George Bello, et al. v. Syndicate 1212 at Lloyd's of London, et
al., Adversary Proceeding No. 01-03572 (AJG), concerning D&O
insurance coverage.  The insurance companies in Syndicate 1212
involved in the suit are:

      * Gulf Insurance Inc.;
      * International Underwriting Association of London;
      * CNA Reinsurance Company Limited;
      * Zurich Specialties London;
      * Zurich Reinsurance London;
      * X.L. Europe Reinsurance;
      * Federal Insurance Company;
      * London Insurance and Reinsurance Market Association;
      * Executive Risk Indemnity;
      * Liberty Mutual Insurance Company.

The Underwriters dispute the payment of attorneys' fees and
other costs under five insurance policies numbered FD9701593,
FO1201D96, FO1307D97, FD9798178 and FD9900896

The policies insure RGH and affiliates and certain present and
former officers and directors.  The policies provide, among
other things, insurance coverage against various categories of
"Claims," including coverage for certain "Costs, Charges and
Expenses" associated with defending against those claims.  The
"Assureds" under the terms of the policies are RGH, its
affiliates (including RIC) and certain present and former
directors and officers.

As previously reported, the Liquidator filed in the Commonwealth
Court of Pennsylvania an "Emergency Petition for Preservation of
Insurance Policy Assets." The Insurance Policy Action seeks to
declare that the policy proceeds are property of RIC. It also
seeks to enjoin RGH, the Underwriters, certain officers and
directors and others from advancing or paying certain claims on
the policies.

As a result of the Liquidator's position in the Insurance Policy
Action, the Underwriters ceased paying attorneys' fees and other
costs that were incurred by officers and directors of RGH and
its affiliates. The Underwriters stated that to protect
themselves from multiple liability, they would not make any
payments under the Policies without approval of both the
Commonwealth Court and this Court.

George Bello and Lowell Freiberg, two of the insureds under the
Policies, together commenced the Bello Adversary Proceeding
against the Underwriters in this Court, on November 13, 2001.
The Bello Adversary Proceeding seeks to require the Underwriters
to pay the Bello Plaintiffs' "Costs, Charges and Expenses"
covered under the Policies.

On January 15, 2002, the Bello Plaintiffs filed a motion for
summary judgment in the Bello Adversary Proceeding. The
Underwriters have opposed the motion and have cross-moved to
dismiss or stay the action. On March 5, 2002, the Liquidator was
permitted to intervene in the Bello Adversary Proceeding for the
limited purpose of seeking a stay of the proceeding. On March
18, 2002, the Liquidator filed a motion to stay the Bello
Adversary Proceeding. The hearing on the motions has been
adjourned, and the motions have not been decided.

To avoid potentially unnecessary litigation in the Bello
Adversary Proceeding, the Liquidator, the Bello Plaintiffs and
the Underwriters, together with RGH, agreed on May 13, 2002, to
an Agreement. Although RGH is not a party to the Bello Adversary
Proceeding, RGH joined as a party to the Agreement because the
Underwriters were concerned that RGH's rights could be affected.

Under the terms of the Agreement, the "Costs, Charges and
Expenses" of "Assureds" covered under the Policies will be paid
as set forth in the Agreement, so long as the Liquidator and RGH
are given notice of the request for payment as provided in the
Agreement, and do not object within a 15-day period.

The Bello Adversary Proceeding is to be held in abeyance during
the term of the agreement. Each of the parties to the Agreement
remains free to terminate the Agreement at any time and to
resume the Bello Adversary Proceeding.

By its terms, the Agreement does not become effective unless
approved by this Court, the Commonwealth Court of Pennsylvania
and all parties by June 27, 2002. If approval is not received
under these conditions, the Agreement may be terminated.

Rule 9019 of the Federal Rules of Bankruptcy Procedure provides
that the Court may approve a compromise or settlement after
notice and a hearing. In determining whether to approve a
compromise or settlement, the Court can and should give
significant weight to the informed judgment of the debtor and of
counsel who has handled the relevant matter. See, e.g., In re
Carla Leather, Inc., 44 B.R. 457 (Bankr. S.D.N.Y. 1984), aff'd,
50 B.R. 764 (S.D.N.Y. 1985); In re Texaco, Inc., 84 B.R. 893
(Bankr. S.D.N.Y. 1988). The purpose of the Court's inquiry is to
determine whether the proposed compromise or settlement falls
within the range of reasonableness. See In re Drexel Burnham
Lambert Group Inc., 134 B.R. 493 (Bankr. S.D.N.Y. 1991).

RGH submits that the Agreement, which effects a partial
compromise and settlement of the issues in the Bello Adversary
Proceeding, is reasonable and fair to RGH, its creditors and
other interested parties. The Agreement, which is the product of
arm's length negotiation, benefits RGH by, among other things,
securing to it the right to receive notice and to object to
requests for payment under the Policies. In exchange, under the
Agreement, RGH is deemed to accede to the reasonableness or
necessity of Costs, Charges or Expenses as defined in the
Policies if it does not object during the 15-day period provided
in the Agreement. RGH and its creditors will not be prejudiced,
because RGH retains the right to object to payments under the
Agreement during the 15-day period and has the right to
terminate the Agreement at will at any time after the Agreement
becomes effective. The Agreement does not change the terms of
the underlying Policies or prejudice the rights of non-party

Joseph M. Smick, Esq., at Sedgwick, Detert, Moran & Arnold in
New York represents the Underwriters in this matter. (Reliance
Bankruptcy News, Issue No. 25; Bankruptcy Creditors' Service,
Inc., 609/392-0900)    

SNTL INC: Court Confirms Amended Plan of Reorganization
SNTL Corporation (Pink Sheets:SNLLQ) announced that the United
States Bankruptcy Court confirmed SNTL's Plan of Reorganization
(as amended) in a public hearing held in Los Angeles on June 18,
2002. The Plan and related Disclosure Statement may be accessed
on the Securities and Exchange Commission web site at under "Filings & Forms (EDGAR)," for  
Superior National Insurance Group, Inc. 2002 documents.

The Bankruptcy Court's written order confirming the
reorganization plan is expected to be issued Friday, June 21,
2002, and the Plan should become effective during July 2002.
Exchanges of SNTL securities for SNTL Litigation Trust
Certificates will begin as soon as practicable after the Plan
becomes effective.

J. Chris Seaman, SNTL's President and CEO, stated, "I am very
pleased that the past two years of intensive planning and high-
stakes litigation have culminated in the confirmation of SNTL's
reorganization plan. This remarkable result was achieved through
the dedication of SNTL's home office staff and the efforts of a
truly outstanding corps of professional advisors. We are
particularly grateful for the advice and support of Capital Z
Financial Services Fund II, SNTL's largest stockholder, the
principals of which thought first of protecting the interests of
SNTL's creditors and worked tirelessly to see this plan

SAFETY-KLEEN: Sues Inacom South East to Recoup $1.2MM Preference
Safety-Kleen Services, represented by Jeffrey C. Wisler of
Connolly Bove Lodge & Hutz of Wilmington, brings suit against
Inacom South East Area Inc. to avoid and recover transfers of
money and property alleged to be preferential under the
Bankruptcy Code.

The Debtors say money and property was transferred to Inacom on
dates in March, April and May, 2000, within 90 days of the
Petition Date, in at least amounts totaling $1,216,718.  These
transfers were on account of an antecedent debt owed by one or
more of the Debtors to Inacom, and the transferring Debtors were
insolvent at the times of the transfers. As a result of these
transfers, Inacom received more than it would have received if
these cases were liquidating proceedings under chapter 7 of the
Bankruptcy Code, the transfers had not been made, and Inacom
received a distribution from the resulting bankruptcy estate.

In the alternative, the Debtors say that Services received less
than a reasonably equivalent value in exchange for the
transfers, and was insolvent at the time of the transfers, or
became insolvent as a result of the transfers.

In either event, the Debtors want to recover the transfers and
ask for judgment against Inacom in the amount of $1,216,718,
plus pre- and post-judgment interest, and their costs.  Further,
the Debtors want Inacom's claims against these estates
disallowed if Inacom refuses to return the transfers. (Safety-
Kleen Bankruptcy News, Issue No. 40; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    

SALIENT 3 COMMS: Brings-In KPMG Replacing Arthur Andersen
On June 10, 2002, Salient 3 Communications, Inc. dismissed
Arthur Andersen LLP as the Company's independent public
accountants and engaged KPMG LLP to serve as the Company's
independent public accountants for fiscal 2002.  The decision to
change independent public accountants was recommended by the
Audit Committee and approved by the Board of Directors of the

Salient 3, formerly known as Gilbert Associates, Salient 3
Communications dumped all non-communications units (such as real
estate) to furnish equipment and services for network operators.
Unsuccessful in its new strategy, Salient 3 is gradually
liquidating. The company has sold all of its three main
subsidiaries: Hubbell acquired industrial communications systems
supplier GAI-Tronics; Agilent Technologies bought SAFCO
Technologies, a provider of engineering services, measurement
and analysis tools, and wireless network planning software; and
XEL Communications, which designs network products, was sold to
a company owned by XEL's president.

SIX FLAGS: S&P Rates $1.05 Billion Facility Bank Loan at BB-
Standard & Poor's assigned its double-'B'-minus bank loan rating
to Six Flags Theme Parks Inc.'s $1.05 billion of senior secured
credit facilities.

Standard & Poor's said that at the same time it affirmed its
existing ratings on the company and its parent, Six Flags Inc.,
including its double-'B'-minus corporate credit rating. The
outlook remains stable.

"The ratings on Six Flags Inc. reflect the company's good
geographic and cash flow diversity, relatively stable operating
performance, and Standard & Poor's expectation that interest
coverage will improve modestly despite management's active
acquisition orientation." said Standard & Poor's credit analyst
Hal Diamond. The new credit facilities reduce near-term
amortization requirements and extend bank debt maturities until
2008 and 2009.

Six Flags, based in Oklahoma City, Oklahoma is the largest
regional theme park operator and the second largest theme park
company in the world. The company operates 38 parks, with 28 in
the U.S., eight in Europe, one in Canada and one in Mexico.
Total debt and preferred stock as of March 31, 2002, was $2.7

Standard & Poor's said that it expects operating performance
will remain relatively stable in 2002 because of a shift in
consumer preferences for close-to-home entertainment

SOLUTIA INC: Weak Fin'l Profile Spurs S&P to Cut Rating to BB
Standard & Poor's lowered its long-term corporate credit and
bank loan ratings on Solutia Inc. to double-'B' from double-'B'-
plus, citing slower-than-expected progress in improvement to the
financial profile. In addition, Standard & Poor's assigned its
double-'B'-minus rating to the company's proposed $250 million
senior secured notes due 2009 and lowered its senior unsecured
ratings to double-'B'-minus from double-'B'-plus. At the same
time, Standard & Poor's withdrew its short-term corporate credit
and commercial paper ratings on the specialty and industrial
chemicals provider. All outstanding ratings have been placed on
CreditWatch with negative implications.

Solutia, based in St. Louis, Missouri, is a manufacturer and
marketer of specialty and industrial chemical products,
including nylon fibers and polymers, and has $1.2 billion of
debt (excluding the capitalization of operating leases).

"The rating actions reflect the increasing pressure on the
company's liquidity and financial profile due to the continuing
delays in addressing near-term refinancing needs," said Standard
& Poor's credit analyst Peter Kelly. "The ratings on the
proposed senior secured notes and the existing senior unsecured
debt, both rated one notch below the corporate credit rating,
reflect a disadvantaged position in the capital structure
relative to other priority obligations," the analyst said. The
proposed note issue is Solutia's first step in refinancing its
$150 million notes due October 2002 and its bank credit
facility, which matures in August 2002. However, Solutia is
unlikely to complete the refinancing in the next few weeks, as
originally expected, thereby increasing the pressure to complete
this plan.

The CreditWatch placement indicates that ratings could be
lowered further if the refinancing is unsuccessful.
Nevertheless, the ratings incorporate the expectation that the
refinancing effort will be successful. If completed, the ratings
will be affirmed and removed from CreditWatch.

The company's financial profile has been weakened by the
continuation of challenging industry fundamentals, an increase
in liabilities and expenditures related to the company's PCB
exposure, and slower-than-expected progress in the completion of
asset sales. Profitability and cash flow have been constrained
by a slowdown in the company's key end markets and unfavorable
currency fluctuations. In addition, higher energy and raw
material costs, despite recent improvement, reduced earnings
over the past several quarters, with operating margins (before
depreciation and amortization) of about 10%. Standard & Poor's
recognizes the company's efforts to reduce costs and manage cash
flow, recent earnings improvement, and the financial benefit
from the sale of the company's interest in the AES joint

Ratings reflect Solutia's somewhat-better-than-average business
risk profile, tempered by relatively sizable debt levels and
significant long-term liabilities. Solutia was created as a
spin-off of Monsanto Co.'s industrial chemicals businesses in
1997. The business risk assessment recognizes leading
technology-based market positions, favorable cost structures
supported by strong vertical integration, and adequate
diversification in industrial and specialty chemicals. Major
businesses include performance films (including plastic
interlayer products), nylon fibers and polymers, and an array of
specialty chemical products (augmented by acquisitions serving
the attractive pharmaceuticals sector).

Solutia's diverse product mix and good geographic reach (more
than 30% of sales are made to non-U.S. customers), together with
an ongoing emphasis on operating efficiency improvements, should
support average operating margins in the mid-teens percentage
area. Keen competitive conditions, however, limit pricing
flexibility in fibers and some other markets. In addition,
earnings are sensitive to volatility in oil- and natural gas-
based raw material costs and contractions in such key end
markets as automobiles and housing.

TELEWEST COMMS: Informal Committee Nixes Liberty Tender Offer
The informal Committee of the holders of notes issued by
Telewest Communications PLC (NASDAQ:TWSTY) (LSE:TWT),
representing over 50% of the notes subject to the tender offer
launched last week by Liberty TWSTY Bonds, Inc., announced that
they do not intend to participate in the Liberty tender offer.

Members of the Committee consider that acceptance of the Liberty
tender offer is not in their best interests.

As stated in its press release of June 17, 2002, the Committee
wishes to discuss with Liberty and Telewest its proposals for a
restructuring. The Committee is also seeking disclosure by
Liberty of details of the restructuring plan which Liberty has
stated, in its tender offer, that it intends to propose to

The Committee has retained UBS Warburg LLC as its financial
advisor and Cadwalader, Wickersham & Taft as its legal counsel.
Bondholders wishing to participate in the Committee or to obtain
information on its activities should contact Andrew Wilkinson or
James Douglas at Cadwalader, Wickersham & Taft in London or
Richard Nevins at Cadwalader, Wickersham & Taft in New York.

DebtTraders says that Telewest Communications' 9.875% bonds due
2010 (TWT10GBN1) are quoted at a price of 45. See  
real-time bond pricing.

USEC: S&P Revises Outlook to Stable Over Resolved Uncertainties
Standard & Poor's revised its outlook on uranium supplier USEC
Inc. to stable from negative as recent uncertainties about the
company's prospects have been resolved.

Standard & Poor's said that at the same time it has affirmed its
ratings on the Bethesda, Maryland-based company, including its
double-'B' corporate credit rating. USEC had total debt of $500
million at March 31, 2002.

USEC has announced the signing of a memorandum of understanding
with the U.S. Department of Energy that provides for the clean-
up of the portion of USEC's natural uranium inventory that was
contaminated with technetium prior to USEC's privatization in
1998. USEC has also announced that the U.S. and Russian
governments have approved new, market-based pricing terms for
the remaining 12 years of the contract that allows USEC to buy
enriched uranium from the Russian company Techsnabexport Co.
Ltd. (Tenex). "Although profitability measures are expected to
remain weak," said Standard & Poor's credit analyst Scott
Sprinzen, "Standard & Poor's expects that these events will
allow USEC's financial performance to be relatively stable over
the next few years. USEC's large cash position, positive cash
flow generation, and available bank credit afford adequate
downside protection."

Standard & Poor's said that its ratings on USEC Inc. continue to
reflect USEC's position as the world's largest producer of
enriched uranium. The company provides uranium enrichment
services, a step in transforming natural uranium into fuel for
nuclear reactors that produce electricity. The company has
leading market shares in North America, as well as globally, but
has little influence on prices.

USG CORP: Seeks Approval to Hire Wollmuth Maher as N.J. Counsel
Paul N. Heath, Esq., at Richards, Layton & Finger, tells Judge
Newsome that the principal attorneys handling USG Corporation's
business at Gibbons, Del Deo, Paul R. DeFilippo, Esq., Elizabeth
Kardos, Esq., and Brendan P. Langendorfer, Esq., left that firm.
As of May 6, 2002, Mr. DeFilippo joined Wollmuth Maher & Deutsch
LLP as a partner, and Mr. Langendorfer joined the Firm shortly

The Debtors ask to substitute Wollmuth Maher for Gibbons, Del
Deo as local New Jersey Counsel under the same terms as the
retention of Gibbons, Del Deo.

Mr. DeFilipo asserts in his affidavit that the members and
associates of the Firm do not have any connections, or any
interest adverse to the Debtors, their creditors, attorneys or
any other party in interest.

The Debtors have not paid Wollmuth Maher within the last year,
nor did they owe the Firm anything on the Petition Date.

                            *  *  *

In response to the Debtors' Application to employ Wollmuth
Maher, Karen A. Giannelli, Esq., at Gibbons, Del Deo, tells
Judge Newsome that her firm has no objection to the Debtors'
request. She asks, however that the order, when entered, be
modified to reflect that her firm will incur and may be
compensated for its services subsequent to May 7, 2002.  This
would include transition of Gibbons, Del Deo's files as well as
"pending or future applications for compensation" to her firm
for services rendered to the Debtors. (USG Bankruptcy News,
Issue No. 26; Bankruptcy Creditors' Service, Inc., 609/392-0900)

UNITED STATIONERS: S&P Affirms BB Corporate Credit Rating
Standard & Poor's revised its outlook on United Stationers
Supply Co. to positive from stable based on the company's
ability to maintain credit protection measures and generate
significant free cash flow.

The double-'B' corporate credit rating on the company was also
affirmed. Des Plaines, Illinois-based United Stationers has
total rated debt of about $491 million.

"United Stationers has maintained credit protection measures and
generated significant free cash flow despite challenging
operating conditions resulting from the weakened U.S. economy,"
Standard & Poor's credit analyst Patrick Jeffrey said. "We also
believe the company will benefit from cost saving initiatives
initiated in 2001, which could help improve credit protection
measures and sustain free cash flow generation. The ratings
could be raised over the next 12 months if these measures prove

Standard & Poor's said the ratings on United Stationers reflect
its participation in the highly competitive wholesale segment of
the office products industry, which is characterized by very
thin margins. It said, however, this risk is mitigated,
somewhat, by the company's very efficient distribution
capabilities and leading market position.

Lease-adjusted operating margins declined to 6.4% in 2001 from
6.8% in 2000 as the company's merchandise mix continued to shift
to lower-margin computer consumable products. The expected cost
savings related to the 2001 restructuring could help restore
margins to historic levels of about 7% over the next three
years. EBITDA coverage of interest expense measures about 5.0
times. Leverage has declined, with total debt to EBITDA
measuring 2.2x at the end of fiscal 2001, compared with the 4.0x
to 5.0x range in the mid-1990s (figures include the effect of
certain off-balance-sheet financing activities, such as the
accounts receivable securitization and operating leases).

The company generated significant free cash flow of $150 million
in 2001 through improved working capital management. Adequate
liquidity is provided through a $250 million revolving credit
facility and a $163 million accounts receivable securitization

WEIRTON STEEL: Closes Exchange Offers for $300MM Debt Issues
Weirton Steel Corporation announced the closing on June 18,
2002, of the exchange offers relating to a total of
approximately $300 million of three issues of its publicly held
long-term debt, thus concluding its year-long financial and
operational restructuring plan in a difficult industry
environment. The transactions served as part of a broader
restructuring plan initiated by the Company in 2001 designed to
lower its leverage, improve near-term liquidity, and obtain
additional financial flexibility.

Approximately 87% of all outstanding notes and bonds were
exchanged into new secured notes and bonds and shares of non-
dividend-paying preferred stock resulting in the reduction of
approximately $115 million in indebtedness. The Company's annual
cash interest obligation will be reduced by 84% from
approximately $32 million to approximately $5 million per year
through 2004.

With the completion of its restructuring plan, the Company will
now focus on fundamentally repositioning its business through
strategic acquisitions and targeted investments in the tin mill
and other higher margin value-added products.

Weirton Steel is a major integrated producer of flat rolled
carbon steel with principal product lines consisting of tin mill
products and sheet products. The company is the second largest
domestic producer of tin mill products with approximately 25% of
the domestic market share.

WELLCARE MANAGEMENT: Special Shareholders' Meeting on July 30
A special meeting of shareholders of The WellCare Management
Group, Inc. will be held at WellCare's Florida corporate office,
6800 North Dale Mabry Hwy., Suite 268, Tampa, Florida 33614, on
July 30, 2002 at 10:00 a.m., Eastern time, for the following

         1. To adopt the Agreement and Plan of Merger among
WellCare Acquisition Company, WellCare Merger Sub, Inc., and
WellCare dated as of May 17, 2002, which provides for WellCare
Merger Sub, Inc. to merge into WellCare; and

         2. To transact such other business as may properly come
before the meeting or any adjournment or postponement.

In the merger, each issued and outstanding share of common stock
and Class A common stock of WellCare (other than shares properly
dissenting from the merger) will be converted into the right to
receive approximately $.24 in cash. The calculation of the exact
amount of cash to be received by WellCare shareholders as a
result of the merger is described in the Company's proxy

Only shareholders of record at the close of business on June 24,
2002 will be entitled to notice of and to vote at the special
meeting and any adjournment or postponement of the special

WellCare Management Group, Inc. is a healthcare management
company whose wholly owned subsidiaries, WellCare of New York,
Inc. (WCNY) and FirstChoice HealthPlans of Connecticut, Inc.,
are health maintenance organizations (HMOs). The Company's
primary focus is to strengthen and grow its governmental
business (Medicare, Medicaid and Child Health Plus products).
WCNY and FirstChoice provide comprehensive healthcare services
to their members for a fixed monthly premium, plus a co-payment
as applicable, by the member to the physician for each office
visit, and a dispensing fee or co-payment to the pharmacy for
each prescription filled. The basic benefits consist of
physician care, inpatient and outpatient hospital services,
emergency and preventive healthcare, laboratory and radiology
services, ambulance services, eye care, physical and
rehabilitative therapy services, chiropractic services, mental
healthcare and alcohol and substance abuse counseling.

WellCare's December 31, 2001 balance sheet shows a total
shareholders' equity deficit of about $9.4 million.

WESTERN INTEGRATED: Inks Pact to Sell Assets to SureWest Comms.
SureWest Communications (NASDAQ:SURW), a provider of integrated
communications services, has signed an Asset Purchase Agreement
to acquire certain assets of Western Integrated Networks, LLC,
which operates under the "WINfirst" name. WIN is a provider of
high-speed voice, data and video services that is currently in
Chapter 11 bankruptcy proceedings.

The acquisition will allow SureWest to expand its provision of
broadband services in the Sacramento, California marketplace.
SureWest has agreed to pay $12 million for the assets, which
will be acquired from WIN and a number of affiliated entities.
On June 6, 2002, the Sacramento Metropolitan Cable Television
Commission issued a license to SureWest in anticipation of a
potential transaction involving the Company and WIN.

The Asset Purchase Agreement and supporting documentation will
be filed with the Bankruptcy Court within a few days to begin
the process necessary for Court approval. Absent any overbid,
closing of the transaction is expected to occur next month,
after final approval of the Bankruptcy Court and the
satisfaction of other closing requirements.

Brian Strom, President and CEO of SureWest Communications, said,
"Our strategic goal is to become the dominant integrated
communications provider in the Sacramento region. If we are
successful in completing the transaction, SureWest will enjoy
the benefits of WIN's large capital investment that can be put
to immediate use within the Sacramento region.

"While SureWest believes there are great opportunities
associated with the acquisition, there are challenges to
completing the transaction. Closing requires the cooperative
efforts of a great number of people including WIN's employees,
suppliers and customers. If the transaction is consummated,
SureWest will embark on a long-term program to leverage its
fiber optic network architecture and service experience to bring
broadband data, video and voice services to many more customers.
If the transaction is completed, we will host a conference call
and simultaneous webcast to discuss our operational plans,"
Strom said.

Given the uncertainties of WIN operating under bankruptcy
protection, both SureWest and WIN are working toward a rapid
completion of the acquisition, and are requesting final
Bankruptcy Court authority to complete the transaction by next
month. Until the asset transfer is completed, the management of
the operations, business affairs and staff of WIN will remain
with WIN, subject, in certain instances, to the approval of or
recommendations from the Creditors' Committee.

SureWest Communications and its family of companies including
Roseville Telephone Company, SureWest Wireless, SureWest
Broadband, SureWest Internet, SureWest Directories, SureWest
Long Distance and QuikNet, Inc., create value for customers and
shareholders through an integrated network of highly reliable
advanced communications products and services with unsurpassed
customer care. The company's principal operating subsidiary,
Roseville Telephone Company, is California's third largest
telecommunications company, and has provided telecommunications
services for nearly 90 years as the Incumbent Local Exchange
Carrier (ILEC) to the communities of Roseville, Citrus Heights,
Granite Bay, Antelope and parts of Rocklin. The company, through
its Competitive Local Exchange Carrier (CLEC) and subsidiaries,
is licensed to provide fiber optics, 39 GHz wireless, PCS
wireless, DSL, high-speed Internet access and data transport.
For more information, visit the SureWest Web site at

WORLDCOM: S&P Hatchets 4 Related Synthetic Transactions to B+
Standard & Poor's lowered its ratings on four synthetic
securities related to WorldCom Inc. to single-'B'-plus from
double-'B'. Additionally, the ratings remain on CreditWatch with
negative implications, where they were placed on April 17, 2002.  

The lowered ratings reflect the June 17, 2002 downgrade of
WorldCom Inc.'s long-term corporate credit and senior unsecured
debt ratings.

These synthetic securities are weak-linked to the underlying
collateral, WorldCom Inc. debt. The lowered ratings reflect the
credit quality of the underlying securities issued by WorldCom

    Ratings Lowered And Remain On Creditwatch Negative

     Corporate Backed Trust Certificates, Series 2001-17 Trust
          $25.00 million corporate-backed trust certs

          Class      To                From
          A-1        B+/Watch Neg      BB/Watch Neg

               PreferredPLUS Trust Series WCM-1
       $80.703 million corporate bond-backed trust certs

                     To                From
          Certs      B+/Watch Neg      BB/Watch Neg

               CorTS Trust For WorldCom Notes
     $57.156 million corporate-backed trust securities certs

                     To                From
          Certs      B+/Watch Neg      BB/Watch Neg

                    SATURNS Trust No. 2001-5
          $26.023 million debenture-backed securities

                     To                From
          Units      B+/Watch Neg      BB/Watch Neg

*BOOK REVIEW: The Oil Business in Latin America: The Early Years
Author:  John D. Wirth Ed.
Publisher:  Beard Books
Softcover:  282 pages
List price:  $34.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at   

This book grew out of a 1981 meeting of the American Historical
Society. It highlights the origin and evolution of the state-
owned petroleum companies in Argentina, Mexico, Brazil, and

Argentina was the first country ever to nationalize its
petroleum industry, and soon it was the norm worldwide, with the
notable exception of the United States. John Wirth calls this
phenomenon "perhaps in our century the oldest and most
celebrated of confrontations between powerful private entities
and the state."

The book consists of five case studies and a conclusion, as

     * Jersey Standard and the Politics of Latin American Oil
          Production, 1911-30 (Jonathan C. Brown)

     * YPF: The Formative Years of Latin America's Pioneer State
          Oil Company, 1922-39 (Carl E. Solberg)

     * Setting the Brazilian Agenda, 1936-39 (John Wirth)

     * Pemex: The Trajectory of National Oil Policy (Esperanza

     * The Politics of Energy in Venezuela (Edwin Lieuwen)

     * The State Companies: A Public Policy Perspective (Alfred
          H. Saulniers)

The authors assess the conditions at the time they were writing,
and relate them back to the critical formative years for each of
the companies under review. They also examine the four
interconnecting roles of a state-run oil industry and
distinguish them from those of a private company. First, is the
entrepreneurial role of control, management, and exploitation of
a nation's oil resources. Second, is production for the private
industrial sector at attractive prices. Third, is the
integration of plans for military, financial, and development
programs into the overall industrial policy planning process.
Finally, in some countries is the promotion of social
development by subsidizing energy for consumers and by promoting
the government's ideas of social and labor policy and labor

The author's approach is "conceptual and policy oriented rather
than narrative," but they provide a fascinating look at the
politics and development of the region. Mr. Brown provides a
concise history of the early years of the Standard Oil group and
the effects of its 1911 dissolution on its Latin American
operations, as well as power struggles with competitors and
governments that eventually nationalized most of its activities.
Mr. Solberg covers the many years of internal conflict over oil
policy in Argentina and YPF's lack of monopoly control over all
sectors of the oil industry. Mr. Wirth describes the politics
and individuals behind the privatization of Brazil's oil
industry leading to the creation of Petrobras in 1953. Mr. Duran
notes the wrangling between provinces and central government in
the evolution of Pemex, and in other Latin American countries.
Mr. Lieuwin discusses the mixed blessing that oil has proven for
Venezuela., creating a lopsided economy dependent on the ups and
downs of international markets. Mr. Saunders concludes that many
of the then-current problems of the state oil companies were
rooted in their early and checkered histories." Indeed, he says,
"the problems of the past have endured not because the public
petroleum companies behaved like the public enterprises they
are; they have endured because governments, as public owners,
have abdicated their responsibilities to the companies."

Jonh D. Wirth is Gildred Professor of Latin American Studies at
Standford University.


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

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

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 Go 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.

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