TCR_Public/020624.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, June 24, 2002, Vol. 6, No. 123


ANC RENTAL: Court Okays Piper Marbury as Special Counsel
ADELPHIA COMMS: Misses Interest and Preferred Dividend Payments
AMES DEPARTMENT: Taps Nassi Group as GOB Sale Agent for 6 Stores
AVIATION SALES: Engages KPMG to Replace Andersen as Auditors
BANYAN STRATEGIC: Inks Amendments to Northlake Sale Contract

BANYAN STRATEGIC: Appeals to Nasdaq Not to Delist Shares
BRIDGE: Dow Jones Seeks Allowance of Administrative Expense
BUDGET GROUP: Eyes Chapter 11 to Complete Cendant Transaction
CTF TECHNOLOGIES: Creditors Agree to Debt-to-Equity Conversion
CANNON EXPRESS: Former Auditors Express Going Concern Doubt

CARAUSTAR: Lowers Expected Q2 Earnings as Fiber Prices Increase
CELL TECH: Working Capital Deficit Hovers at $6MM at March 31
CONSOLIDATED CONTAINER: Exceeds 5-Month EBITDA Covenant Target
COVANTA ENERGY: Wants to Assume 5 Intercompany Agreements
ENRON CORP: Unit Wants Prompt Debt Payments by NV Power et al

ENRON CORP: Wants to Sell Garden State Assets by Public Auction
EXIDE TECH: Turns to Blackstone Group for Financial Advice
FLEMING: S&P Affirms BB Rating Following Core-Mark Acquisition
FORMICA: Panel Gets Nod to Hire Jefferies as Financial Advisor
GENEVA STEEL: Lenders Agree to Continued Cash Collateral Use

GOLDMAN INDUSTRIAL: Bringing-In Freshfields as Foreign Counsel
IT GROUP: Examiner Hires Pachulski Stang as Bankruptcy Counsel
IMMUNE RESPONSE: Appoints Michael L. Jeub as Chief Fin'l Officer
INFORMATION MGT.: Amends Sale Pact to Extend Payment Schedule
ISPAT INT'L: Lenders Agree to Terms of Bank Debt Restructuring

KAISER ALUMINUM: Wants to Sign-Up Mercer as Employee Consultant
L-3 COMMS: S&P Likely to Up Rating to BB+ After Stock Offering
LEGACY HOTELS: Acquires Sheraton Suites Calgary for $65 Million
LEVEL 8 SYSTEMS: Paul Rampel Resigns as Pres. But Stays on Board
LEVI STRAUSS: May 26 Balance Sheet Upside-Down by $972 Million

MALAN REALTY: Annual Shareholders' Meeting Set for August 28
MARCONI PLC: Expects Nasdaq to Delist Shares in Coming Weeks
METALS USA: Signs-Up S.B. Millner to Market Miscellaneous Assets
METALS USA: Committee Agrees to Terms of Plan of Reorganization
METROCALL INC: Brings-In Alston & Bird as FCC Regulatory Counsel

MICROFORUM INC: Settles Claims Disputes with Deere and Dominion
NAVISTAR: Canadian Operation Will Resume Using Temporary Workers
NEW CENTURY EQUITY: Commences Trading on Nasdaq SmallCap Market
NEWCOR INC: Delaware Court Sets July 9 General Claims Bar Date
PAPER WAREHOUSE: Defaults on Convertible Subordinated Debentures

PLANVISTA: DePrince, Race & Zolla Discloses 35.5% Equity Stake
PLANVISTA: Prepared Registration Statement for 1.3+MM Shares
PROVELL: Seeks Court Approval of $21 Million Credit Facility
PSINET: Court Grants Goldin's Motion to Extend Claims Bar Date
QUALITECH STEEL: Inks Pact to Sell All Assets to Nucor for $37MM

REPUBLIC TECH: Court Okays Cartersville Plant Sale to Ameristeel
RICA FOODS: Antonio Ecevarria Discloses 17% Equity Stake
ROHN INDUSTRIES: Fails to Maintain Nasdaq Listing Standards
ROWE COMPANIES: Completes Debt Workout & Cuts Down Debt by $14MM
SAFETY-KLEEN: Pursuing $2.6MM Preference from MP Environmental

SEPP'S GOURMET: Starts Initiatives to Maximize Shareholder Value
SOLECTRON CORP: Third-Quarter Net Loss Jumps to $284 Million
SOLUTIA: Fitch Lowers Low-B Level Secured & Unsecured Ratings
SPORTS CLUB: Elects George J. Vasilakos as New Board Member
SUNTERRA CORP: Maryland Court Confirms Plan of Reorganization

TIG INSURANCE: Fitch Assigns BB Rating to Parent's Senior Debt
TAUBMAN CENTERS: S&P Ratchets Credit Rating Down to Low-B's
USG CORP: Asks Court to OK Investment Guidelines Modifications
VERADO HOLDINGS: Trustee Wants to Fix August 8 Admin. Bar Date
WHEELING-PITTSBURGH: Seeks 7th Extension of Exclusivity Periods

WHITE ROSE: Files Bankruptcy Assignment Under BIA in Canada
YOUBET.COM: Names Ex-Ill. Gov. Jim Edgar to Board of Directors

* BOND PRICING: For the week of June 24 - June 28, 2002


ANC RENTAL: Court Okays Piper Marbury as Special Counsel
ANC Rental Corporation, and its debtor-affiliates obtained court
approval to employ and retain the firm Piper Marbury Rudnick
& Wolfe LLP as their special intellectual property and franchise
law counsel.

ANC sought to retain Piper Marbury because:

A. Piper Marbury has extensive experience and knowledge in the
         fields of intellectual property and franchise law;

B. the Debtors believe that Piper Marbury is well qualified to
         represent the Debtors with regard to the Debtors'
         intellectual property and franchise law issues;

C. Piper Marbury has provided legal advice to the Debtors and
         certain non-debtor affiliates with respect to domestic
         and international trademark and franchise issues since
         December, 2000; and

D. during the course of their representation of the Debtors,
         Piper Marbury's intellectual property and franchise
         attorneys have developed familiarity with the Debtors'
         assets, affairs and businesses.

In addition, by reason of its current relationship and ongoing
representation of the Debtors, Piper Marbury has acquired
invaluable knowledge of the Debtors' affairs, which will be
difficult and expensive for another firm to acquire.

Ann K. Ford, Esq., a Partner at Piper Marbury Rudnick & Wolfe
LLP, relates that prior to the Filing Date, the Firm retained
local counsel in various locations throughout the world on
behalf of the Debtors to assist in the intellectual property
matters. Retention of Local Counsel is necessary and
appropriate, as Local Counsel have extensive experience and
knowledge in the field of intellectual property in their
respective countries. In addition, Local Counsels are able to
effectively monitor and timely respond to matters that arise in
connection with the Debtors' intellectual property rights.

Ms. Ford explains that Piper Marbury acts as general outside
counsel for the Debtors with respect to international
intellectual property matters. In connection with intellectual
property matters, Piper Marbury has engaged approximately 194
separate law firms in 135 countries as Local Counsel on behalf
of the Debtors. In addition, Piper Marbury has been asked by the
Debtors to retain Local Counsel in connection with certain
international franchise matters. Ms. Ford believes that the fee
arrangements and terms of engagement with Local Counsel are
reasonable, ordinary and customary because Local Counsel send
invoices to Piper Marbury on a periodic basis for services
rendered and expenses incurred. Prior to the Filing Date, Piper
Marbury paid the invoices of Local Counsel and billed the
Debtors for the disbursements to Local Counsel, which were
reflected as disbursements on the invoices that Piper Marbury
sent to the Debtors.

The Debtors seek authorization to establish and maintain a
retainer with Piper Marbury in an amount of $25,000, to be
replenished on an as needed basis, to pay the fees and expenses
of Local Counsel. Ms. Ford assures the Court that Piper Marbury
will forward copies of all invoices from Local Counsel to the
Debtors for review before paying any of the invoices received
from Local Counsel out of the Retainer. The Debtors believe that
the foreign firms acting as Local Counsel are ordinary course
professionals and that the Court does not need to approve the
fees and expenses of Local Counsel.

Ms. Ford tells the Court that Piper Marbury, if retained, will
continue to engage Local Counsel and to pay fees and expenses of
Local Counsel from the Retainer without further order of the
Court, and each foreign firm that act as Local Counsel will file
promptly an affidavit of disinterestedness with the Court. Piper
Marbury, if retained, will be authorized and permitted to pay
the fees and expenses of Local Counsel from the Retainer, after
invoices from Local Counsel have been forwarded to the Debtors
for review. For purposes of accounting to the Debtors and the
Court for disbursements made to Local Counsel, Ms. Ford explains
that Piper Marbury's fee applications shall contain a separate
category of disbursements identifying payments made to Local
Counsel from the Retainer. However, the actual disbursements
made to Local Counsel will not be subject to approval of the

In addition, Piper Marbury will consult with the Debtors'
management in connection with any potential transaction
involving the Debtors and the operating, financial and other
business matters relating to the ongoing activities of the
Debtors.   Ms. Ford states that Piper Marbury will also, to the
extent requested, attend and participate in creditors' committee
meetings, and make appearances before this Court.

Ms. Ford informed the Court that Piper Marbury will charge the
Debtors for its legal services on an hourly basis in accordance
with its ordinary and customary rates, and shall keep detailed
time records of time in increments of tenths of an hour. In
addition to the hourly rates set forth above, Piper Marbury
customarily charges its clients for all disbursements incurred
in connection with this engagement. The current hourly rates
that Piper Marbury presently charges for the legal services of
its professionals are:

Professional/Paraprofessional     Rate per Hour
      Intellectual Property
        Ann K. Ford                     $325.00
        Mark H. Tidman                  $325.00
        Lisa R. Trovato                 $250.00
        Emily C. Sexton                 $200.00
        Thomas E. Zutic                 $175.00
        Eliza P. Nagle                  $175.00
        Jeremy C. Glasser               $140.00
        Ann Hurwitz                     $300.00
        Michael Santa Maria             $300.00
        Todd Bowers                     $230.00
        Will Woods                      $180.00
        Camille Tabor                   $110.00
(ANC Rental Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

ADELPHIA COMMS: Misses Interest and Preferred Dividend Payments
Adelphia Communications Corporation (OTC: ADELA) announced that
on June 17 it missed the deadline for interest payments under
the 30-day grace period that had been granted on May 15 for a
$23,437,500 interest payment on its 9-3/8% Senior Notes due
November 15, 2009 and a $6,468,750 dividend payment on its 7-
1/2% Series E Mandatory Convertible Preference Stock.

In addition, on the same date Adelphia subsidiaries Olympus
Communications, L.P. and Olympus Capital Corporation missed a
$10,625,000 interest payment on their 10-5/8% Senior Notes due
November 15, 2006 and that another subsidiary, Arahova
Communications, Inc., missed a $4,187,500 interest payment on
its 8-3/8% Senior Notes due November 15, 2017. The Company had
previously disclosed that it had missed the May 15 deadline for
each of these payments.

CORRECTION: Adelphia also announced that that on June 17 it
missed a $51,250,000 interest payment on its 10-1/4% Senior
Notes due June 15, 2011. The due date for these notes was
incorrect on the press release issued by Adelphia on June 17,

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

DebtTraders reports that Adelphia Communications' 9.375% bonds
due 2009 (ADEL09USR2) are trading between 73 and 75. See
for real-time bond pricing.

The New York Times and other news sources report that Adelphia
Communications is expected to file for chapter 11 protection
today after the details of an up to $1.5 billion DIP Financing
facility are fully documented.

AMES DEPARTMENT: Taps Nassi Group as GOB Sale Agent for 6 Stores
Finding that six of their stores no longer fit into their
continuing business plans, Ames Department Stores, Inc. and its
debtor-affiliates sought and obtained Court approval to conduct
"going out of business" or "store closing" sales, beginning June
7,2002 to August 11,2002, at these six stores.  The Debtors
intend to sell certain of their stores' assets free and clear of
liens, claims, encumbrances, and other interests.

In conjunction with the proposed going out of business (GOB)
Sales, the Debtors also got permission to enter into an Agency
Agreement with The Nassi Group, LLC.  The result of arm's-length
negotiations, the Agency Agreement provides that Nassi shall act
as the Debtors' exclusive agent for the limited purpose of
conducting the sale of the Debtors' merchandise in the six
stores, by means of a promotional, going out of business, or
similar sale, and the sale of certain fixtures owned by the
Debtors to the extent directed by the Debtors.

Martin J. Bienenstock, Esq., at Weil Gotshal & Manges LLP in New
York, New York, finds that the GOB Sales are preferable to
moving the stores' merchandise to the Debtors' other stores
because of the inordinate expenses involved.  Given those
expenses, it would be inefficient and uneconomical to
redistribute merchandise to stores which will continue to
operate.  Conducting the GOB Sales, meanwhile, will enable the
Debtors to maximize the value of the merchandise for the benefit
of the Debtors' estates and creditors.

Mr. Bienenstock further relates that the Debtors determined that
maximization of their inventory values through the GOB Sales
requires the oversight, assistance, and expertise of a
knowledgeable liquidating agent, thereby ensuring the most
feasible, economical, and efficient means of achieving the
disposition of the merchandise in the stores.  The Debtors have
selected Nassi as the entity best situated to assist the Debtors
in conducting the GOB Sales.

"The Debtors were satisfied with the manner in which Nassi
conducted the prior store closing sales and are confident that
Nassi will provide the best value and service in conducting the
GOB Sales.  In addition, several members of the Debtors' board
of directors have done business with Nassi in connection with
inventory sales at other retailers and are familiar with Nassi's
abilities and resources," Mr. Bienenstock explains.

The salient provisions of the Agency Agreement are:

A. Nassi's Responsibilities: Nassi will plan the advertising,
    marketing, and sales promotion for the GOB Sales, arrange the
    stock in the stores for liquidation, determine and effect
    price reductions so as to sell the Merchandise in the time
    allotted for the GOB Sales, arrange for and supervise all
    personnel and Merchandise preparation, and conduct the GOB
    Sales in a manner reasonably designed to minimize the
    expenses of the GOB Sales to the Debtors;

B. Employee Involvement and Incentive Program: Nassi will use
    the Debtors' Store personnel, including Store management, to
    the extent it believes the same to be feasible.  Nassi
    will select and schedule the number and type of employees
    required for the GOB Sales.  Nassi will notify the Debtors as
    to which of the Debtors' employees are no longer required for
    the GOB Sales, at which point the Debtors must provide these
    employees with alternative employment or dismiss these
    employees in accordance with their applicable termination
    procedures.   As an incentive to ensure employee loyalty and
    hard work, Nassi will utilize a performance-based bonus plan
    for the stores' managers, their assistants, and key personnel
    that will emphasize the maximization of liquidation proceeds;

C. Completion Date: All GOB Sales are to be completed on or
    before August 11, 2002, with the stores to be left in broom
    clean condition on or before August 14, 2002;

D. Compensation: Nassi will receive a set fee of $120,000
    ($20,000 per Store).  In addition, if the gross proceeds from
    the GOB Sales divided by the retail value of the stores'
    inventory exceeds 60%, Nassi will be entitled to an incentive
    fee equal to:

    a. 30% of the Gross Return in excess of 60% but less than or
       equal to 61%;

    b. 40% of the Gross Return that is greater than 61% but less
       than or equal to 62%; and,

    c. 20% of any Gross Return greater than 62%. In no event
       shall the total fee payable to Nassi exceed $225,000;

E. Expenses: Among other expenses, the Debtors will be
    responsible for the payment of payroll and retention bonuses
    for Store employees; payroll taxes and certain benefits;
    Nassi's costs for supervisors' fees, reasonable travel costs,
    and bonuses at rates agreed to among Nassi and the Debtors;
    advertising and promotional costs, including signage; risk
    management; utilities; and occupancy costs, including rent
    and real estate taxes.  Nassi will guarantee that the
    expenses will not exceed a fixed dollar amount, based on a
    fixed retail valuation of the Merchandise;

F. Additional Merchandise: In the event Nassi and the Debtors
    determine that the GOB Sales would benefit by additional
    merchandise being supplied to the stores, Nassi must use all
    reasonable efforts to procure additional merchandise for the
    stores.  The Debtors will be entitled to 5% of the gross
    proceeds realized upon the sale of the additional
    merchandise, and Nassi will be entitled to the remainder;

G. Leased Departments: The lessee of leased shoe departments
    within the stores may participate in the GOB Sales at the
    option of the operator of these departments so long as they
    follow the rules, procedures, and discounts recommended and
    implemented by Nassi.  Applicable lease income for the leased
    shoe department accrued during the GOB Sale will be included
    in gross proceeds.  Lease income is defined as the net
    proceeds received or retained by the Debtors during the GOB
    Sale as determined in accordance with the respective license
    agreement or other agreement between the Debtors and the
    respective lessee; and,

H. Indemnification: Nassi and the Debtors agree to indemnify,
    defend, and hold each other free and harmless from and
    against any and all demands, claims, actions or causes of
    action, assessments, losses, damages, liabilities,
    obligations, costs, and expenses of any kind whatsoever,
    including, without limitation, attorneys' fees and costs,
    asserted against, resulting from, or imposed upon, or
    incurred by either party hereto by reason of, or resulting
    from, a material breach of any term or condition contained in
    the Agency Agreement or any willful or intentional act of the
    other party.

Furthermore, the Court has waived compliance with any state and
local laws, statutes, rules, and ordinances restricting store
closing or similar sales, and renders unenforceable any
restrictions in the leases governing the premises of the stores
regarding store closing or similar sales.

Mr. Bienenstock says that, in view of the Debtors' recently
completed selection process and the similarity of the Agency
Agreement to the Debtors' prior agreements with Nassi, the
Debtors determined that a fourth selection process was neither
necessary nor desirable.  The administration of the GOB Sales by
Nassi will result in the maximum return to creditors.

Additionally, Daniel Kane, a managing member of Nassi, assures
the Court that, since conducting the GOB Sales for the Debtors'
16 and 54 stores before, Nassi has remained a "disinterested
person" and has no adverse interests to the Debtors' estates.
Nasi does not have any connection with the Debtors, their
creditors, or any other party in interest or their respective
attorneys or accountants or the United States Trustee or any
employee of the office of the United States Trustee, except

a. Nassi may have professional relationships, or be a party to
    financial transactions, with Paul Buxbaum and Alan Cohen, two
    individuals that, on information and belief, are members of
    the board of directors of Ames Department Stores, Inc. in
    matters unrelated to this case; and,

b. Nassi may have prepared appraisals regarding inventory for
    one or more of the Debtors' lenders on transactions unrelated
    to this case.

The stores subject to the GOB Sales are:

            Store #                 Address
           ---------   -----------------------------------
              239       Back River Neck Rd Essex, MD
              747       Route 66 East Neptune, NJ
              773       Milltown Road North Brunswick, NJ
               65       Teall Ave Syracuse, NY
             1158       Wheeling Ave Cambridge, OH
             1098       Oxford Dr South Hills PA
(AMES Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

DebtTraders reports that Ames Department Stores' 10% bonds due
2006 (AMES06USR1) are trading between 1 and 3.  For more real-
time bond pricing, see

AVIATION SALES: Engages KPMG to Replace Andersen as Auditors
TIMCO Aviation Services, Inc. has elected, effective June 6,
2002, to engage KPMG LLP as its independent auditors to audit
the Company's consolidated financial statements for the year
ending December 31, 2002.  KPMG LLP will commence its engagement
with the review of TIMCO's financial statements for the fiscal
second quarter ended June 30, 2002. The decision to dismiss
Arthur Andersen LLP, the Company's prior independent auditors,
and to retain KPMG as the Company's independent auditor was made
by the Audit Committee of the Board of Directors.

The Company's auditors for the last two years have been Arthur
Andersen. Arthur Andersen's reports on the Company's
consolidated financial statements for each of the years ended
December 31, 2001 and 2000 contained a going concern

Aviation Sales provides maintenance, repair, and overhaul (MRO)
services to major commercial carriers, airline leasing
companies, and jet engine manufacturers (including Pratt &
Whitney). Aviation Sales is restructuring: It has sold its
redistribution business (to Kellstrom Industries), as well as
its manufacturing operations and other noncore businesses.
Proceeds from the deals will be used to pay down debt. With the
divestitures, MRO operations -- including aircraft heavy
maintenance, component repair and overhaul services, and
engineering services -- are now Aviation Sales' sole focus. The
company operates repair facilities in the US.

BANYAN STRATEGIC: Inks Amendments to Northlake Sale Contract
Banyan Strategic Realty Trust (Nasdaq: BSRTS) has entered into a
series of amendments to the sale contract relating to its
Northlake Tower Festival Mall in Atlanta, Georgia. Among other
provisions, the amendments extend the closing date from July 17,
2002 to September 17, 2002.

These amendments, which mark the completion of the due diligence
period, also extend the time period within which the Northlake
purchaser must obtain approval of its application to assume
Banyan's first mortgage loan, to August 25, 2002. If the
purchaser's application for assumption is rejected, the contract
will be terminated without penalty to the purchaser.

In accordance with the terms of the contract, upon the
expiration of the due diligence period on June 19, 2002, the
purchaser has increased its earnest money from $200,000 to
$400,000. The earnest money is now nonrefundable, except in the
event of a default by Banyan, or the failure of a condition

L.G. Schafran, Banyan's Chairman, CEO and Interim President,
commenting on the amendments, stated: "We are pleased to
announce the successful completion of the purchaser's due
diligence period and their decision to deposit additional
earnest money. Although the closing has been unavoidably delayed
due to a lengthy approval process, we are confident that the
purchaser is committed to acquiring our property in September,
or sooner if possible."

BANYAN STRATEGIC: Appeals to Nasdaq Not to Delist Shares
Banyan Strategic Realty Trust (Nasdaq: BSRTS) appeared Thursday
before the Nasdaq Listing Qualifications Panel in Washington,
D.C., to appeal a Nasdaq determination that the shares of
beneficial interest of the Trust should be delisted from the
Nasdaq National Market System, due to the failure of the shares
to trade above $1.00 during the 90-day period from February 14,
2002 to May 15, 2002.

The Trust expects to be advised of the Panel's decision within
twenty-one (21) days. In accordance with the Nasdaq rules, the
Trust will be advised of the decision on appeal only after it
becomes effective. The Trust intends to announce the decision as
soon as practical after the Trust becomes aware of the result.

Banyan Strategic Realty Trust is an equity Real Estate
Investment Trust that adopted a Plan of Termination and
Liquidation on January 5, 2001. On May 17, 2001, the Trust sold
approximately 85% of its portfolio in a single transaction.
Other properties were sold on April 1, 2002 and May 1, 2002.
Banyan now owns a leasehold interest in one (1) real estate
property located in Atlanta, Georgia, representing approximately
9% of its original portfolio. This property is subject to a
contract of sale, currently scheduled to close on July 17, 2002,
but expected to be extended to September 17, 2002. Since
adopting the Plan of Termination and Liquidation, Banyan has
made liquidating distributions totaling $5.25 per share. An
additional distribution of $0.20 per share is scheduled for July
15, 2002. As of this date, the Trust has 15,496,806 shares of
beneficial interest outstanding.

BRIDGE: Dow Jones Seeks Allowance of Administrative Expense
Dow Jones & Company Inc. asks the Court to grant them their
administrative expense claims in the Chapter 11 cases of Bridge
Information Systems, Inc. and its debtor-affiliates of:

    (i) $568,707 under the Purchaser Indemnity Provision;

   (ii) $451,129 under the Indexes Agreement covering September
        1, 2001 through the Rejection Date; and

  (iii) $460,320 under the Infosel Agreement.

Rosemary Spano, Esq., Deputy General Counsel and Vice President
for Law of Dow Jones & Company, in Princeton, New Jersey,
relates that Dow Jones acquired Telerate Inc. and various
affiliates and subsidiaries.  Dow Jones also entered a Stock
Purchase Agreement with the Debtors to which Dow Jones sold all
of its stock in Dow Jones Market Holdings to the Debtors.
"After the sale, the Dow Jones Markets name was eliminated and
replaced with the Telerate name," Ms. Spano states.  Dow Jones
Markets International Company was also changed to Telerate
International Inc.

A. Infosel Agreement

    According to Ms. Spano, Dow Jones Markets International
    Company entered into an agreement with Information Selectiva
    -- Infosel Agreement -- wherein Information Selectiva was
    granted the right to distribute certain news services for a
    monthly per terminal fee.  Dow Jones and the Debtors made an
    arrangement -- the Revenue Sharing Agreement -- where they
    both agreed to equally share the revenues generated from the
    Infosel Agreement.

    When the Debtors acquired Dow Jones, they assumed the
    obligations under the Infosel Agreement.  Infosel would pay
    its fees to the Debtors and Dow Jones would remit invoices to
    the Debtors on a monthly basis for its 50% share of the
    revenues.  However, Dow Jones has not received its 50% share
    of the revenues.  Accordingly, Dow Jones now asks for payment
    of an administrative expense entitled to priority against the
    Debtors for all amounts due and owing under the Infosel

B. Indexes Agreement

    Dow Jones and the Debtors also entered into a Dow Jones
    Indexes Enterprise Distribution Agreement wherein the Debtors
    were granted a non-exclusive, non-transferable worldwide
    license to distribute the Dow Jones Averages and the Dow
    Jones Global Indexes for certain monthly vendor fees.

    "Dow Jones periodically remitted invoices for the fees;
    however, the Debtors have not paid the fees through the
    Rejection Date," Ms. Spano notes.  Accordingly, Dow Jones
    asserts payment of an administrative expense claim, entitled
    to priority.

C. Purchaser Indemnity Provision

    In relation to Dow Jones' sale of their stocks to the
    Debtors, the Debtors agreed to indemnify Dow Jones for all
    losses arising out of any liability or obligation relating to
    the operation and ownership, after the closing date, of the
    business sold.

    Ms. Spano states that Dow Jones asserts an administrative
    claim against the Debtors based upon the indemnity provision,
    for all amounts due and owing under the Indexes Agreement.

Ms. Spano further reports that the Debtors and Dow Jones entered
into a News Distribution Agreement to which Dow Jones granted to
Bridge the right to distribute, via Bridge's market data
distribution system, certain of Dow Jones' news services.  Dow
Jones granted to the Debtors a nonexclusive, non-transferable
license to distribute certain of its news services in certain
territories in consideration of an annual fee of $7,500,000 --
License Fee Payments.

Dow Jones remitted invoices for the License Fee Payments to
Bridge on a quarterly basis.  "The Debtors, however, have not
paid Dow Jones for the License Fee Payments," Ms. Spano says.
While it is unclear to Dow Jones exactly which entity received
the benefits of the distribution of the News Services, to the
extent that the entity are the Debtors, Dow Jones asserts an
Administrative Expense Claim against the Debtors for all amounts
due and owing with respect to the License Fee Payments. (Bridge
Bankruptcy News, Issue No. 31; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

BUDGET GROUP: Eyes Chapter 11 to Complete Cendant Transaction
At least three financial buyers bid for ailing car-rental
company Budget Group Inc., but their offers were trumped by a
tentative offer from travel and real estate giant Cendant Corp.,
people familiar with the situation said on Wednesday, reported
Reuters.  Budget is expected to file for bankruptcy protection
in the next few weeks regardless of whether it can reach a deal
to be bought, these people said.  Reuters reported that MSD
Capital, the investment arm for Dell Computer Corp. Chief
Executive Michael Dell, and at least two other private investors
bid for Budget, but Cendant's offer topped them.  According to
the newswire, Cendant has offered about $100 million cash and
other considerations and agreed to take on about $3 billion of
Budget debt, sources said. (ABI World, June 20, 2002)

DebtTraders reports that Budget Group Inc.'s 9.125% bonds due
2006 (BD06USR1) are quoted between the prices 20 and 25. See
more real-time bond pricing.

CTF TECHNOLOGIES: Creditors Agree to Debt-to-Equity Conversion
CTF Technologies Inc. announces that creditors of CTF are
willing to accept shares in the capital of the Company in
settlement of monies owing to them by the Company. Subject to
regulatory approval, CTF contemplates that it will issue a total
number of 12,219,153 common shares to settle debts totaling

CANNON EXPRESS: Former Auditors Express Going Concern Doubt
Based on the recommendation of the Audit Committee, the Board of
Directors of Cannon Express, Inc.  dismissed its independent
auditors Arthur Andersen LLP on June 11, 2002. The Board engaged
Tullius, Taylor, Sartain & Sartain headquartered in Tulsa,
Oklahoma with offices in Fayetteville, Arkansas, as its new
independent auditors for the fiscal year ended June 30, 2002, on
June 11, 2002.

The reports of Arthur Andersen on the consolidated financial
statements of Cannon for its fiscal years ending June 30, 2000
and June 30, 2001 indicated that the net losses the Company has
incurred and its working capital deficit raised substantial
doubt concerning the ability of the Company to continue as a
going concern.

Cannon Express operates a fleet of 775 tractors and more than
1,600 trailers. The company ships retail and wholesale goods
(largely for discount merchandisers), automotive supplies and
parts, nonperishable food products, and paper goods. Major
customers include Wal-Mart and International Paper. Cannon
Express monitors and coordinates routes through a company-
designed computer system. The company also operates CarriersCo-, an Internet-based forum for smaller carriers to share or
swap extra loads.

CARAUSTAR: Lowers Expected Q2 Earnings as Fiber Prices Increase
Caraustar Industries, Inc. (Nasdaq: CSAR) expects second quarter
2002 earnings to be $0.06 to $0.08 per share lower as a result
of rapid increases in its basic raw material, recovered fiber.
As a result, the company said it expected overall results for
the quarter to range from a loss of $(0.03) per share to income
of $0.02 per share.  Prices for the company's primary grade of
recovered fiber, old corrugated containers, have increased from
$40 per ton in early April to $90-$100 per ton currently.

Caraustar has announced price increases for its recycled
paperboard grades and converted products of approximately $50
per ton effective in mid- to late June.  The company expects the
price increases to offset the cumulative increase in recovered
fiber cost in the third quarter of 2002 but anticipates that
gross paperboard margins will be reduced by approximately $25
per ton in the second quarter of 2002.  The company expects that
the second quarter margin "squeeze" of approximately $25 per ton
will reduce operating income by about $6.0 million in the second
quarter of 2002; however, the volume of shipments in the
company's mill system is expected to improve by over 13,000 tons
in the second quarter to a total of approximately 240 thousand
tons and should offset the margin "squeeze" by about $2.8
million dollars, or a net reduction of $3.2 million in operating

Higher shipping volumes at the Premier Boxboard mill joint
venture are expected to partially offset higher fiber costs in
the second quarter. Announced price increases for corrugated
medium and gypsum facing paper products at the Premier Boxboard
mill are expected to improve operating results at that business
in the third quarter of 2002.

Caraustar, a recycled packaging company, is one of the largest
and lowest-cost manufacturers and converters of recycled
paperboard and recycled packaging products in the United States.
The company has developed its leadership position in the
industry through diversification and integration from raw
materials to finished products.  Caraustar is the only major
packaging company that serves the four principal recycled
paperboard product markets:  tubes, cores and cans; folding
carton and custom packaging; gypsum wallboard facing paper; and
miscellaneous "other specialty" and converted products.

As reported in Troubled Company Reporter's April 10, 2002
edition, Standard & Poor's has downgraded Caraustar's corporate
credit rating to BB.

CELL TECH: Working Capital Deficit Hovers at $6MM at March 31
Cell Tech International Incorporated (OTC:EFLI) reported
financial results for the first quarter ended March 31, 2002 of
net income of $109,073 versus a net loss for the quarter in 2001
of $1,048,261. Net sales of $7.1 million for the quarter were
down $0.96 million or 11.8% compared to $8.0 million for the
same period a year ago.

Cost of sales as a percent of net sales in the 2002 first
quarter improved to 27.7 percent from 32.2 percent in the
comparable 2001 quarter. This decrease reflects the reduction in
the fixed cost component as a result of the cessation of
recording of depreciation expense of certain fixed assets at the
harvest site.

Operating expenses, which consist of selling expenses, general
and administrative expenses, shipping and handling expenses, and
research and development totaled $1.6 million for the first
quarter of 2002 compared with $2.5 million in the comparable
quarter of 2001. The decrease of $0.9 million, or 35.0%, is due
to the implementation of various cost-cutting measures
implemented by management as part of the restructuring.

Cell Tech's March 31, 2002 balance sheet shows that the
company's total current liabilities eclipsed its total current
assets by close to $6 million.

Donald P. Hateley, Cell Tech's Chairman, stated, "The net income
improvement of $1,157,334 from the prior year's comparable
quarter reflects effective cost controls in all operating
divisions and the implementation of our restructuring. We are
pleased with our earnings results for the first quarter and the
reduction in our debt and interest expense. Our operating income
improved by $1,076,884 to $141,410 compared with a $935,474
operating loss for the previous year's first quarter and our
interest expense for the first quarter of 2002 was $47,146
compared to $179,087 for the comparable quarter in 2001. With
the completion of our SEC filings, we will now begin the process
to have our stock quoted again on the OTC Bulletin Board."

Marta C. Carpenter, Cell Tech's President & CEO, stated, "This
is our first profitable quarter in 3 years since our fiscal year
ended December 31, 1998. All of our departments contributed to
our positive earnings turnaround. We have reduced the
outstanding debt under our credit facility to $2.0 million as of
end of the 2002 first quarter. The results from the revisions to
our compensation plan have reduced our commission expense for
the first quarter of 2002 to 47.7% from 49.0% for the comparable
quarter last year. We believe that our revised compensation plan
will reward our distributors who will contribute to our future
growth. We are also encouraged by the increase in our Preferred
Customer population for the first quarter of 2002. We believe
that Preferred Customers are a leading indicator of future sales

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.

CONSOLIDATED CONTAINER: Exceeds 5-Month EBITDA Covenant Target
Consolidated Container Company LLC has surpassed the five-month
cumulative EBITDA target for the period ended May 31, 2002, as
required by the amended credit facility agreement.

Consolidated Container Company is a leading U.S. developer,
manufacturer, and marketer of blow-molded rigid plastic
containers for the beverage, consumer, and industrial markets.
The Company was created in 1999 through the merger of Reid
Plastic Holdings with the domestic plastic packaging operations
of Suiza Foods Corporation, a predecessor entity to Dean Foods

                           *    *    *

As reported in Troubled Company Reporter's May 2, 2002 edition,
Standard & Poor's lowered its long-term corporate credit ratings
on Consolidated Container Company LLC and its wholly owned
subsidiary, Consolidated Container Capital Inc., to 'B-' and
placed the ratings on CreditWatch with negative implications.
Atlanta, Georgia-based Consolidated is a domestic producer of
rigid plastic containers for a variety of consumer products,
including dairy, water, foods, beverages, household and
agricultural chemicals, and motor oil.

The downgrade reflects continued weakness in Consolidated's
financial performance and constrained financial flexibility. The
CreditWatch listing highlights Standard & Poor's heightened
near-term concerns about potential deterioration in liquidity
due to possible violation of financial covenants in the
company's recently amended revolving credit facility. The credit
agreement requires that Consolidated achieve minimum EBITDA of
$35 million for the period of January through May of 2002, which
may not be achievable without a significant improvement to
operating results. In addition, other financial covenants
tighten in the second half of 2002, and the company faces a
sizable debt amortization schedule.

COVANTA ENERGY: Wants to Assume 5 Intercompany Agreements
Pursuant to Section 365 of the Bankruptcy Code, Covanta Energy
Corporation, and its debtor-affiliates, want to assume five
inter-company agreements:

    (1) Operations and Maintenance Agreement between Second
        Imperial Geothermal Company and Covanta SIGC Geothermal
        Operations, Inc. dated November 24, 1992, where Second
        Imperial operates the SIGC project and facilitates its
        continued operations;

    (2) Second Amended and Restated Heber Geothermal Generating
        Plant Operations and Maintenance Contract between Heber
        Geothermal Company and Covanta Imperial Power Services,
        Inc., dated March 27, 1989, operates the Covanta Imperial
        project and facilitates its continued operations;

    (3) Operations and Maintenance Agreement between Heber Field
        Company and Covanta Geothermal Operations, Inc. dated
        December 18, 1991, provides that Covanta Geothermal
        operates the Heber Field project and facilitates its
        continued operations;

    (4) Sublease and Geothermal Fluid Agreement among Heber Field
        Company, as Lessor and Heber Field Company, as successor
        in interest to U.S. Trust Company of California, N.A. as
        Field Lessor and Second Imperial Geothermal Company, as
        Lessee, dated November 17, 1992, provides that Heber
        Field sells geothermal fluid to Second Imperial; and

    (5) Geothermal Sales Agreement between Heber Field Company,
        as successor in interest to U.S. Trust Company of
        California, N.A., and Heber Geothermal Company, a
        partnership between ERC Energy, Inc., ERC Energy II, Inc.
        and Heber Loan Partners dated December 18, 1991, as
        amended, provides that Heber Field sells geothermal fluid
        to Heber Geothermal.

Vincent E. Lazar, Esq., at Jenner & Block, LLC, in Chicago,
Illinois, tells the Court that the terms of the Agreements were
negotiated when Heber Field, Heber Geothermal and SIGC were not
yet 100% owned by the Debtors or its affiliate.  Mr. Lazar
asserts that the terms of Agreements are fair to all parties
concerned as it was negotiated with third parties.

Mr. Lazar adds that each of the projects is profitable and of
significant value to the Debtors' estates and their continued
business operations.  Accordingly, the Debtors contend,
assumption of the Agreements is beneficial to all the concerned
entities' operations and will satisfy the requirements of
Section 365 of the Bankruptcy Code. (Covanta Bankruptcy News,
Issue No. 7; Bankruptcy Creditors' Service, Inc., 609/392-0900)

ENRON CORP: Unit Wants Prompt Debt Payments by NV Power et al
Enron Power Marketing Inc. wants immediate payment by Nevada
Power Company and Sierra Pacific Power Company of debts that are
property of its estate.

Howard B. Comet, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that Enron Power, Nevada Power and Sierra Pacific
are parties to power purchase and sale transactions that are
governed by the Western Systems Power Pool Agreement.

On March 29, 2002, Standard and Poor's downgraded certain public
debt securities of Nevada Power and Sierra Pacific below
investment grade.  At that time, Enron Power was party to
numerous Transactions governed by the WSPP Agreement under which
performance was still due and owing by Enron Power, on one hand,
and either, Nevada Power and Sierra Pacific, on the other hand.

As a result of the downgrading of Nevada Power and Sierra
Pacific's public debt securities, Mr. Comet contends that Enron
Power had the right, pursuant to the WSPP Agreement, to request
Nevada Power and Sierra Pacific to either:

    (1) post a Letter of Credit;

    (2) make a cash prepayment;

    (3) post other acceptable collateral or security;

    (4) provide a Guarantee Agreement executed by a creditworthy
        entity; or

    (5) comply with "some other mutually agreeable method of
        satisfying" Enron Power.

Enron Power sent a Performance Assurance Letter dated April 22,
2002 to Nevada Power and Sierra Pacific, demanding them to
provide cash as collateral in these amounts:

               Nevada Power      $225,000,000
               Sierra Pacific     101,000,000

Pursuant to Section 27 of the WSPP Agreement, Mr. Comet
explains, Nevada Power and Sierra Pacific were required to post
the cash collateral or provide other reasonably satisfactory
assurances of their ability to perform the Transactions
acceptable to Enron Power, within three business days of receipt
of the Letter. However, Nevada Power and Sierra Pacific failed,
which automatically constituted an Event of Default.

In fact, Mr. Comet relates, Nevada Power and Sierra Pacific's
Chief Financial Officer, Dennis Schiffel, acknowledged Enron
Power's right to terminate the remaining Transactions among the
parties under the WSPP Agreement.  Mr. Schiffel asked Enron
Power to give them 10 business days advance notice before
terminating the Transactions.

On May 1, 2002, Enron Power sent a Notice of Default and
Termination to Nevada Power and Sierra Pacific.  Enron Power
intends to terminate all remaining Transactions and provide
Nevada Power and Sierra Pacific with its calculation of the
payment associated with the termination of each of the
Transactions.  Enron Power sent the Termination Payments Notice
on May 9, 2002.  Enron Power lists these amounts owed:

               Nevada Power      $199,721,200
               Sierra Pacific      87,139,110

"Nevada Power and Sierra Pacific were required to pay the full
amount of the Termination Payments to Enron Power within three
business days of their receipt of the Notice.  This was
regardless of whether they disputed the Termination Payments as
calculated by Enron Power, subject to Enron Power refunding any
amounts they paid, with interest, pursuant to Section 9.4 of the
WSPP Agreement," Mr. Comet says.

Mr. Comet asserts that the Termination Payments constitute debts
that are property of Enron Power's estate.

In addition, Mr. Comet continues, the parties also entered into
separate Confirmation Agreements with respect to specific
Transactions.  "The Confirmation Agreements set forth the terms
and conditions concerning the Transactions with respect to,
among other things, the price, quantity, delivery point and
scheduling of specific Transactions regarding the sale of
energy," Mr. Comet explains.

Under the WSPP Agreement and the Confirmation Agreements, Mr.
Comet says, Nevada Power and Sierra Pacific were obligated to
purchase certain quantities of energy from Enron Power and to
make payment to Enron Power in connection with the purchases.
In some Transactions, Mr. Comet relates, Nevada Power and Sierra
Pacific accepted, but failed to pay for, power they purchased
from Enron Power.  The Transaction Payments owed to Enron Power

               Nevada Power       $16,267,419
               Sierra Pacific       6,350,430

According to Mr. Comet, Nevada Power and Sierra Pacific were
require to pay the full amount of the Transactions when due
regardless of whether they disputed any portion of the
Transaction Payments.

Likewise, Mr. Comet asserts that the Transaction Payments
constitute debts that are property of Enron Power's estate.

Thus, Enron Power demands judgment on its Complaint:

    (1) directing immediate payment by Nevada Power to Enron
        Power of $199,721,200 in Termination Payment;

    (2) directing immediate payment by Sierra Pacific to Enron
        Power of $87,139,110 in Termination Payment;

    (3) directing immediate payment by Nevada Power to Enron
        Power of $16,267,419 in Transaction Payment;

    (4) directing immediate payment by Sierra Pacific to Enron
        Power of $6,350,430 in Transaction Payment;

    (5) awarding judgment in favor of Enron Power and against
        Nevada Power in the amount of $215,988,619;

    (6) awarding judgment in favor of Enron Power and against
        Sierra Pacific in the amount of $93,489,540; and

    (7) awarding attorney's fees, costs and interest. (Enron
Bankruptcy News, Issue No. 32; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

ENRON CORP: Wants to Sell Garden State Assets by Public Auction
Garden State Paper Company LLC is located in Garfield, New
Jersey and engaged in the business of:

    (i) manufacturing and selling newsprint made from recovered
        paper and generating certain of the electrical power used
        therefor at certain of its facilities -- the "Mill
        Business"; and

   (ii) receiving, sorting, and baling recyclable waste
        materials, including old newspapers -- the "Recycling

To recall, Garden State commenced an orderly shutdown of its
Mill Business in the first week of December 2001.  But Garden
State still continues to operate its Recycling Business.

Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New
York, reports that Garden State's revenues for 2001 were
approximately $114,389,729 and its consolidated books and
records reflected assets totaling approximately $80,313,474 and
liabilities totaling approximately $23,260,586.

Enron Industrial Markets, an affiliate of Garden State,
initiated a process pursuant to which Garden State would be sold
to a third party via private auction.  Beginning December 20,
2001, Mr. Rosen relates, information memoranda and draft
confidentiality agreements were sent to parties that were deemed
by the Debtors to be likely candidates for the purchase of the
Business.  In addition, Mr. Rosen continues, Information
Memoranda and Confidentiality Agreements were sent to parties
that contacted the Debtors' advisors or the Debtors directly.

Mr. Rosen explains that the Information Memoranda were designed
as a primer to generate interest in the purchase of the Business
and did not contain confidential information.  All in all, Mr.
Rosen says, 57 Information Memoranda were distributed to
interested parties.  According to Mr. Rosen, recipients of the
Information Memoranda were instructed to respond as soon as
possible with an indication of further interest and a marked-up
or signed Confidentiality Agreement.  Out of the 57, Mr. Rosen
notes 16 recipients signed Confidentiality Agreements, 10 of
which expressed further interest and arranged to conduct due

Beginning February 6, 2002, Mr. Rosen recounts, each of the 10
parties expressing further interest conducted the diligence.
Ultimately, Mr. Rosen says, only one bid was received by Garden
State.  But the Debtors' advisors found the bid inadequate.

So, Garden State has changed its tactics and has determined

    -- a sale of the Recycling and Mill Businesses to the highest
       bidder at a public auction, or

    -- a sale of the Mill Business and the Recycling Business as
       separate units to the extent the combined purchase price
       exceeds all bids for the Business,

would provide the greatest recovery to its estate and creditors.

In case there are no bidders for the Business, Mr. Rosen says,
Garden State will accept bids solely for the Mill Business or
solely for the Recycling Business, for sale as separate units.

By this motion, Garden State seeks to sell and assign the
Business or, to the extent necessary, the Mill Business or the
Recycling Business, including, inter alia, the Real Property
Leases, Owned Real Property, Equipment Leases, Permits, Assumed
Contracts, Inventory, and the Intellectual Property, subject to
the exceptions in Section 2.2 of the Asset Purchase Agreement.

In addition, Mr. Rosen continues, it is anticipated that the
highest and best bidder will assume certain liabilities relating
to the Business, the Mill Business, or the Recycling Business.

Mr. Rosen explains that Garden State has drafted an Asset
Purchase Agreement, designed as a template upon which interested
parties must base their competing bids at the public auction.

The principal terms of the Asset Purchase Agreement are:

Purchase Price: In consideration for the Purchased Assets, and
                 subject to the terms and conditions of the Asset
                 Purchase Agreement, the Buyer will assume the
                 Assumed Liabilities as provided in Section
                 2.3(a) of the Asset Purchase Agreement and, at
                 the Closing, pay to Garden State, in immediately
                 available funds, an amount in cash.

Limitation on
Garden State's
and Warranties: The Purchased Assets are being conveyed "AS IS,"
                 "WHERE IS" and "WITH ALL FAULTS" on the Closing
                 Date. Except for the representations and
                 warranties contained in the Asset Purchase
                 Agreement, Garden State makes no other express
                 or implied representation or warranty including
                 representations or warranties as to the
                 condition of the Purchased Assets, their
                 contents, their fitness for any intended use,
                 the income derived or potentially derived from
                 the Purchased Assets or the Business, or the
                 expenses incurred or potentially to be incurred
                 in connection with the Purchased Assets or the
                 Business.  Garden State is not, and will not be,
                 liable or bound in any manner by express or
                 implied warranties, guaranties, statements,
                 promises, representations, or information
                 pertaining to the Purchased Assets or the
                 Business, made or furnished by any broker,
                 agent, employee, servant, or other person
                 representing or purporting to represent Garden
                 State, unless it is expressly set forth in the
                 Asset Purchase Agreement.

Specifically, Garden State asks the Court to:

    (i) approve the sale of Garden State's assets free and clear
        of liens, claim, encumbrances, and other interests,

   (ii) approve the terms and conditions of the Asset Purchase
        Agreement, and

  (iii) authorize the consummation of the transaction
        contemplated therein.

According to Mr. Rosen, the proceeds of the sale of Garden
State's assets will be retained by Garden State pending
allocation of the funds pursuant to further order of the Court.

Despite diligent efforts, Mr. Rosen says, it is unlikely that
Garden State will be able to successfully maintain the Business
without an infusion of a significant amount of new financing.
Thus, Garden State has decided to sell the Business to the
highest bidder as a going concern in order to provide the
greatest value for Garden State's assets.  As confirmed by the
Debtors' financial advisors, Mr. Rosen notes, liquidation of
Garden State's assets would result in, among other things:

    (i) smaller distributions being made to creditors than those
        anticipated in connection with a sale of the Business,
        the Mill Business, or the Recycling Business as a direct
        result of the failure to realize the greater, going-
        concern value of any of Garden State's assets; and

   (ii) additional expenses and claims, some of which would be
        entitled to priority, which would be generated during the
        liquidation and from the rejection of leases and other
        executory contracts in connection with a cessation of the

And absent the expeditious sale of the Business, Mr. Rosen says,
Garden State would continue to incur expenses in the form of:

    (i) salaries and benefits for the remaining employees whose
        presence is required to preserve the value of the estate
        and effectuate a sale,

   (ii) property taxes,

  (iii) utilities, and

   (iv) lease payments for the Paterson, New Jersey and Carteret,
        New Jersey recycling centers.

Mr. Rosen explains that the sale of the Business at a public
auction will be the result of arm's length, good faith
negotiations, will provide the greatest return to the estate and
creditors, and is well within Garden State's sound business

Garden State is aware of certain mechanics' and materialman's
liens asserted against certain assets of Garden State just prior
to or after December 17, 2001.  According to Mr. Rosen, Garden
State is in the process of investigating the mechanics' and
determining their validity.  Nevertheless, Mr. Rosen says, the
purchase price of the Business will exceed the value of the
valid liens asserted against Garden State's assets.  In
addition, Mr. Rosen continues, the purchase price of the Mill
Business or the Recycling Business will exceed the value of the
valid liens asserted against the assets relating to the Mill
Business or the Recycling Business, respectively.  Therefore,
Garden State asserts, the Court should authorize them to sell
their assets free and clear of any and all liens, claims, and
encumbrances with the liens to be transferred and attached to
the net proceeds of the sale, with the same validity and
priority that the liens had against Garden State's assets.
(Enron Bankruptcy News, Issue No. 33; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

EXIDE TECH: Turns to Blackstone Group for Financial Advice
Exide Technologies and its debtor-affiliates want to employ and
retain The Blackstone Group, pursuant to Sections 327 and 328 of
the Bankruptcy Code, as their financial advisors in the Chapter
11 Cases.

According to Christopher J. Lhulier, Esq., at Pachulski Stang
Ziehl Young & Jones P.C. in Wilmington, Delaware, Blackstone has
extensive experience in providing financial advisory services in
reorganization proceedings.  It has an excellent reputation for
the services it has rendered in Chapter 11 cases on behalf of
debtors and creditors throughout the United States.  The Debtors
believe that Blackstone is well qualified and able to represent
the Debtors in a cost-effective, efficient, and timely manner.

Mr. Lhulier points out that Blackstone is recognized for its
expertise in providing financial advisory services in
financially distressed situations, including advising debtors,
creditors and other constituents in Chapter 11 proceedings and
serving as financial advisors in numerous cases, including: In
re Global Crossing, Case No. 02-40221 (Bankr. S.D.N.Y. January
28, 2002); In re Enron Corp., Case No. 01-16034, (Bankr.
S.D.N.Y. December 2, 2001); In re Chiquita Brands International,
Case No. 01-118812 (Bankr. S.D. Ohio November 28, 2001); In re
AMF Bowling Inc., Case No. 01-61119, et al. (Bankr. E.D. Va.
July 2, 2001); In re Arch Wireless Communications, Inc., Case
No. 01-46865 (Bankr. D. Ma. November 9, 2001).

Arthur B. Newman, a senior managing director of Blackstone, has
previously worked on many Chapter 11 restructurings, advising
both debtors and creditors in various cases and has vast
experience working on companies in distressed situations.
Selected current and previous advisory assignments in which he
has participated include: In re The Singer Company N.K, Case
No., 99-10587 (Bankr. S.D.N.Y. September 13, 1999); In re
Montgomery Ward Holding Co., Case No. 97-1409 (Bankr. D. Del.
July 7, 1997); In re MobileMedia Corp., Case No. 97-0175 (Bankr.
D. Del. January 30, 1997); In re Marvel Entertainment Group,
Inc., Case No. 96-2069 (Bankr. D. Del. December 27, 1996); In re
Best Products Co. Inc., Case No. 96-35267 (Bankr. E.D. Va.
September 24, 1996); In re Olympia and York Companies (USA);
Case No. 93-42409 (Bankr. S.D.N.Y. May 7, 1993).

Since October 2001, Mr. Newman relates that Blackstone has
rendered financial advisory services to the Debtors in
connection with their restructuring efforts.  Blackstone has
become thoroughly familiar with the Debtors' operations and is
well qualified to represent the Debtors as financial advisors in
connection with such matters in a cost-effective and efficient

Mr. Newman ascertains that Blackstone is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code, and holds no interest adverse to the Debtors and their
estates for the matters for which Blackstone is to be employed.
In addition, Blackstone has no connection to the Debtors, their
creditors or their related parties.

Prior to the Petition Date, Mr. Newman informs the Court that
Blackstone performed certain professional services for the
Debtors beginning October 18, 2001 and has invoiced for
$1,200,000.00 in fees through the period ending $9,383.82 in
expenses incurred and processed to date.  Prior to the Petition
Date, Blackstone was paid $1,209,383.82 by the Debtors for fees
and expenses and a $25,000.00 expense advance which was first to
be applied against prepetition expenses.  Blackstone will then
credit the unused expense advance against post-petition expenses
incurred thereafter.  The Debtors do not owe Blackstone any
amount for services performed or expenses incurred prior to the
Petition Date.

The parties have entered into an agreement that would govern the
relationship between Blackstone and the Debtors.  Blackstone
will provide those financial advisory services that Blackstone
and the Debtors consider appropriate and feasible in the course
of the Chapter 11 Cases, including:

A. assisting in the evaluation of the Debtors' businesses and

B. assisting in the development of the Debtors' long term
    business plan and related financial projections;

C. assisting in the development of financial data and
    presentations to the Debtors' Board of Directors, various
    creditors and other third parties;

D. analyzing the Debtors' financial liquidity and evaluate
    alternatives to improve such liquidity;

E. analyzing various restructuring scenarios and the potential
    impact of these scenarios on the value of the Company and the
    recoveries of those stakeholders impacted by the

F. providing strategic advice with regard to restructuring or
    refinancing the Debtors' obligations;

G. evaluating the Debtors' debt capacity and alternative capital

H. participating in negotiations among the Debtors and its
    creditors, suppliers, lessors, and other interested parties;

I. valuing securities offered by the Debtors in connection with
    a Restructuring;

J. advising the Debtors and negotiate with lenders with respect
    to potential waivers or amendments of various credit

K. assisting in arranging debtor-in-possession financing for the
    Company, as requested;

L. providing expert testimony concerning any of the subjects
    encompassed by the other financial advisory services; and

M. providing such other advisory services as are customarily
    provided in connection with the analysis and negotiation of a
    Restructuring or Transaction, as requested and mutually

N. providing advisory services, including a general business and
    financial analysis, transaction feasibility analysis, and
    pricing analysis of a Transaction;

O. assisting the Company in formulating the marketing strategy
    related to a Transaction;

P. preparing marketing materials, including an Offering
    Memorandum, management presentation or other marketing
    materials, highlighting the investment considerations of the
    Company, any or all of its subsidiaries, and/or any or all of
    its assets, to third parties, as appropriate;

Q. identifying, classifying and contacting third parties and
    facilitating their due diligence by responding to inquiries
    and providing additional information, as appropriate;

R. evaluating offers, assisting in negotiations and developing a
    general transaction strategy; and

S. providing other financial advisory services that may be
    customarily rendered in connection with a Transaction.

Mr. Newman admits that the Financial Advisory Services set forth
in the Blackstone Agreement and summarized above do not
encompass other investment banking services or transactions that
may be undertaken by Blackstone at the request of the Debtors,
including the raising of debt or equity capital, issuing
fairness opinions or any other specific services not set forth
in the Blackstone Agreement.  The terms and conditions of any
such investment banking services, including compensation
arrangements, would be set forth in a separate written agreement
between the Debtors and Blackstone and would be subject to any
necessary Court approval.

Mr. Newman contends that the Financial Advisory Services that
Blackstone will provide to the Debtors are necessary to enable
the Debtors to maximize the value of their estates and to
reorganize successfully.  The Debtors believe that the Financial
Advisory Services will not duplicate the services that, subject
to this Court entering or having entered appropriate orders,
other financial advisors, if any, would provide to the Debtors
in the Chapter 11 Cases.  The Debtors also believe that the
services provided will not duplicate the services that are being
provided to the Debtors in these cases by JA&A Services LLC, the
Debtors' restructuring consultant.  Specifically, Blackstone
will carry out unique functions and will use reasonable efforts
to coordinate with the Debtors' other retained Professionals to
avoid the unnecessary duplication of services.

Blackstone has agreed to represent the Debtors for compensation
at the amounts agreed upon between the parties pursuant to the
Blackstone Agreement.  In consideration of the Financial
Advisory Services provided by Blackstone, the Debtors have
agreed to pay Blackstone:

A. a monthly advisory fee in the amount of $200,000 in cash,
    with the first such Monthly Advisory Fee payable upon
    execution of the Blackstone Agreement by both parties and
    additional installments of the Monthly Advisory Fee payable
    in advance on each monthly anniversary of the Effective Date;

B. upon the consummation of a Transaction, a Transaction fee,
    shall be payable in cash. The Transaction fee will be
    calculated by multiplying the applicable Transaction Fee
    Percentage and the Consideration.  For Consideration that
    falls in between any of the points shown below, the
    Transaction Fee Percentage will be interpolated between the
    relevant intervals of the consideration shown.  In no event
    will the Transaction Fee be less than $1,500,000.

                      Transaction Fee Table
          Consideration Transaction
            ($ in millions)          Fee Percentage
          -------------------------  --------------
             $500 or less                1.000%
             $1,000                      0.500%
             $1,500                      0.450%
             $2,000                      0.350%

C. promptly upon the completion of a Successful Restructuring,
    an additional fee in cash of $10,000,000.  A "Successful
    Restructuring" means the execution and confirmation of a
    plan of reorganization pursuant to an order of the Court and
    a "Transaction" means the sale, merger, or other
    disposition of all or a portion of the Company or its assets.

The Debtors also seek approval of the Fee Structure pursuant to
Section 328(a) of the Bankruptcy Code, which provides, in
relevant part, that a debtor "with the court's approval, may
employ or authorize the employment of a professional person
under Section 327 of the Bankruptcy Code on any reasonable terms
and conditions of employment, including a retainer, on an hourly
basis, or on a contingent fee basis."  Accordingly, Section
328(a) of the Bankruptcy Code, therefore, permits the Court to
approve the Fee Structure outlined herein.  Mr. Lhulier claims
that the Fee Structure appropriately reflects the nature and
scope of the services to be provided by Blackstone, Blackstone's
substantial experience with respect to financial advisory
services, and the fee structures typically utilized by
Blackstone and other leading financial advisors, which do not
bill their clients on an hourly basis.  Similar fixed and
contingency fee arrangements have been approved and implemented
in other large chapter 11 cases in this District and elsewhere.

Blackstone requests that the indemnification provisions of the
Blackstone Agreement be approved, subject to the following:

A. subject to the provisions of subparagraph (c), infra, the
    Debtors are authorized to indemnify, and will indemnify
    Blackstone, in accordance with the Blackstone Agreement for
    any claim arising from, related to, or in connection with
    Blackstone's engagement, but not for any claim arising from,
    related to, or in connection with Blackstone's postpetition
    performance of any services other than the Financial Advisory
    Services unless such postpetition services and
    indemnification therefore is approved by the Court;

B. notwithstanding any provision of the Blackstone Agreement to
    the contrary, the Debtors will have no obligation to
    indemnify Blackstone, or to provide contribution or
    reimbursement to Blackstone, for any claim or expense that is

     * judicially determined by a court of competent jurisdiction
       (the determination having become final) to have primarily
       resulted from the bad faith, gross negligence or willful
       misconduct of Blackstone; or

     * settled prior to a judicial determination as to
       Blackstone's bad faith, negligence, or willful misconduct,
       but determined by the Court, after notice and a hearing,
       to be a claim or expense for which Blackstone is not
       entitled to receive indemnity, contribution or
       reimbursement under the terms of the Blackstone Agreement
       as modified by the Order approving this Application;

C. if, before the earlier of the entry of an order confirming a
    Chapter 11 plan, or the entry of an order closing the Chapter
    11 Cases, Blackstone believes that it is entitled to the
    payment of any amounts by the Debtors on account of the
    Debtors' indemnification, contribution and/or reimbursement
    obligations under the Blackstone Agreement, including,
    without limitation, the advancement of defense costs,
    Blackstone must file an application therefore in this Court,
    and the Debtors may not pay any such amounts to Blackstone
    before the entry of an order by this Court approving payment.
    Thus subparagraph (c) is intended only to specify the period
    of time under which the Court will have jurisdiction over any
    request for fees and expenses by Blackstone for
    indemnification, contribution or reimbursement and not to
    limit the duration of the Debtors' obligation to indemnify
    Blackstone; and

D. a claim under the Blackstone Agreement for indemnification,
    contribution and/or reimbursement arising from Blackstone's
    prepetition performance of the services described in the
    Blackstone Agreement will not be entitled to administrative
    expense priority. (Exide Bankruptcy News, Issue No. 6;
    Bankruptcy Creditors' Service, Inc., 609/392-0900)

FLEMING: S&P Affirms BB Rating Following Core-Mark Acquisition
Standard & Poor's affirmed its double-'B' corporate credit
rating on Fleming Cos. Inc. and raised its rating on Core-Mark
International Inc.'s subordinated debt to single-'B'-plus
(Fleming's level) from single-'B' following the completion of
Fleming's acquisition of Core-Mark.

The subordinated debt rating on Core-Mark was also removed from
CreditWatch and the double-'B'-minus corporate credit rating on
the company was withdrawn. The outlook on Fleming is negative.
Lewisville, Texas-based Fleming had $2.2 billion total debt
outstanding as of April 20, 2002.

"Core-Mark, with 2001 sales of $3.4 billion, is the second-
largest wholesale distributor of packaged consumer products in
North America, focused on convenience store customers," Standard
& Poor's credit analyst Mary Lou Burde said. "Its strong market
position in the Western U.S. complements Fleming's convenience
store distribution strength in the Midwest and East."

Standard & Poor's said the acquisitions of Core-Mark and Head
Distributing (completed on June 18, 2002) have a combined
purchase price of $430 million. The acquisitions were funded
with $200 million of senior notes, 9.2 million shares of common
stock, and bank borrowings. Fleming recently refinanced its bank
facilities, consisting of a $425 million six-year term loan and
a $550 million five-year revolving credit facility. The
company's use of equity to help fund these acquisitions reflects
management's intention to moderate its relatively aggressive
financial policy. Pro forma for the acquisitions, the new
capital structure slightly improves debt leverage.

Fleming's EBITDA covered interest expense 2.8 times in fiscal
2001, up from 2.6x in fiscal 2000. Moderate growth in cash flow
in fiscals 2002 and 2003 should allow coverage to improve. The
company's $550 million revolving credit facility provides good
flexibility for ongoing operations. Under the new capital
structure, Fleming has no maturities until 2007.

FORMICA: Panel Gets Nod to Hire Jefferies as Financial Advisor
The U.S. Bankruptcy Court for the Southern District of New York
gives its stamp of approval to the Official Committee of
Unsecured Creditors appointed in Formica Corporation's chapter
11 cases to employ Jefferies & Company, Inc as its financial
advisor, effective March 13, 2002.

As Financial Advisor, Jefferies will:

      a) become familiar with and analyze the business,
         operations, properties, financial condition and
         prospects of the Company as directed by the Committee
         and as reasonably necessary;

      b) advise the Committee on the current state of the
         "restructuring market";

      c) assist and advise the Committee in developing a general
         strategy to effectuate a restructuring of the Debtors'
         outstanding indebtedness;

      d) assist and advise the Committee in formulating and
         implementing a Plan;

      e) assist and advise the Committee on developing a strategy
         with respect to recapitalization possibilities for the

      f) assist and advise the Committee in evaluating and
         analyzing Restructuring transactions, including valuing
         any securities that may be issued under a Plan;

      g) advising the Committee in evaluating the value of the
         Company and its assets, including preparation and
         provision of expert testimony relating to valuation, if

      h) assist the Committee and counsel in identifying
         potential financing sources for a recapitalization; and

      i) such other services as the Committee may reasonably
         request from time to time in connection with the Chapter
         11 cases.

The Committee agreed to compensate Jefferies a monthly fee of
$125,000. Jefferies will also be paid a success fee equal to 1%
of the Total Consideration received by the unsecured creditors
in connection with these cases.

Formica, together with its debtor and non-debtor-affiliates is a
preeminent worldwide manufacturer and marketer of decorative
surfacing materials. The company filed for chapter 11 protection
on March 5, 2002. Alan B. Miller, Esq. and Stephen Karotkin,
Esq. at Weil, Gotshal & Manges LLP represent the Debtors in
their restructuring efforts. As of September 30, 2001, the
Company reported a consolidated assets of $858.8 million and
liabilities of $816.5 million.

GENEVA STEEL: Lenders Agree to Continued Cash Collateral Use
On June 14, 2002, Geneva Steel LLC, a wholly owned subsidiary of
Geneva Steel Holdings Corp. (OTC: GNVH), reached agreement with
its secured lenders for continued access to cash proceeds of
sales of inventory and collections of accounts receivable.
Access to cash pursuant to the agreement is subject to
compliance with several conditions, including the filing of a
guaranteed loan application by a qualified lender representing
the Company under the Emergency Steel Loan Guarantee Program by
July 1, 2002, and a budget for cash disbursements.

The use of cash collateral will terminate on the earlier of:

      (a) July 15, 2002, if a guaranteed loan application is not
          submitted by July 1, 2002,

      (b) if a guaranteed loan application is submitted, 15
          calendar days after the Government Loan Guarantee Board
          provides written notice of its approval or denial of an
          application or

      (c) an event of default under the existing loan agreements.

The agreement also added additional conditions and defaults,
including obligations to provide certain information to the
lenders and the allocation of proceeds of certain asset
dispositions. Any failure to satisfy these conditions may result
in the termination of the Company's access to cash, with the
exception of certain rights to pay accrued employee wages and
benefits. There can be no assurance that the Company will be
able to access cash under the agreement, that any available cash
proceeds will be sufficient to fund Geneva's activities, that an
application under the Emergency Steel Loan Guarantee Program
will be filed by July 1, 2002, or that the Company will be able
to reach any further agreement for access to cash collateral or
other capital, if any is available, after the current agreement

The Company is seeking a new $250 million term loan to repay its
existing term loan of approximately $108.4 million and to
finance the Company's electric arc furnace strategy and working
capital requirements. The Company continues to work with
potential lenders, including with respect to a possible
application under the Emergency Steel Loan Guarantee Program.
There can be no assurance that the Company will be successful in
obtaining a new term loan, that an application will be filed
under the Emergency Steel Loan Guarantee Program or that any
loan, if obtained, will be sufficient for the Company's needs.

Geneva Steel's steel mill is located in Vineyard, Utah. The
Company's facilities can produce steel plate, hot-rolled coil,
pipe and slabs for sale primarily in the western, central and
southeastern United States.

GOLDMAN INDUSTRIAL: Bringing-In Freshfields as Foreign Counsel
Goldman Industrial Group, Inc. and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to hire Freshfields Bruckhaus Deringer as Special
Foreign Counsel under Section 327(e) of the Bankruptcy Code.

Freshfields Bruckhaus has rendered legal services to the Debtors
in connection with:

      i) advising the Debtors on issues of foreign law, such as
         those arising in England and Germany, where non-debtor
         subsidiaries of Bridgeport US are located; and

     ii) assisting the Debtors in reviewing and considering the
         strategy and potential negotiations and legal actions of
         the Debtors with respect to creditors and non-debtor
         subsidiaries of Bridgeport US outside of the United
         States, principally in Europe.

This retention afforded Freshfields Bruckhaus a familiarity to
the Debtors' business affairs and has the resources necessary to
represent them in various legal matters.

Principally, the Debtors expect that Freshfields Bruckhaus will
be called upon to advise as to strategy with regard to selling
the Bridgeport US's equity in or the assets of non-debtor
Bridgeport Machines, Ltd., or substantially all the assets of
Bridgeport UK.

Freshfields Bruckhaus started working for the Debtors on May 17,
2002. The Debtors assert that it was necessary to seek
Freshfields Bruckhaus' preliminary strategic advice at that time
in order to proceed with their plans to sell the assets and
maximize returns. The Debtors request permission to retain
Freshfields Bruckhaus, nunc pro tunc to May 17, 2002.

Freshfields Bruckhaus will bill for services at its current
hourly rates:

    a) Kenneth Baird            450 pounds per hour   approx $658
    b) Richard Tett             350 pounds per hour   approx $511
    c) Ben Jones                200 pounds per hour   approx $292
    d) Paul A. Sidle            200 pounds per hour   approx $292
    e) Lars Westphal            EUR555 per hour       approx $521
    f) Judith Voelker           EUR390 per hour       approx $366
    g) Marhias Schulze Steinen  EUR480 per hour       approx $451

Goldman Industrial Group, Inc., with its affiliates, provide
metalworking machinery to manufacturers; marketing and selling
original equipment primarily to the aerospace, automotive,
computer, defense, medical, farm, construction, energy,
transportation and appliance industries. The Company filed for
chapter 11 protection on February 14, 2002. Victoria W. Counihan
at Greenberg Traurig, LLP represents the Debtors in their
restructuring efforts.

IT GROUP: Examiner Hires Pachulski Stang as Bankruptcy Counsel
R. Todd Neilson, the Court-appointed Examiner in IT Group,
Inc.'s and its debtor-affiliates' Chapter 11 cases, asks and
obtained Court authority to retain and employ Pachulski, Stang,
Ziehl, Young & Jones P.C. as bankruptcy counsel, nunc pro tunc
to March 8, 2002, to perform, among others, these services:

A. Providing legal advice with respect to its powers and duties
    as the Examiner;

B. Preparing on behalf of the Examiner necessary applications,
    motions, objections, oppositions, complaints, answers,
    orders, agreements and other legal papers;

C. Appearing in court on behalf of the Examiner to present
    necessary motions, objections, applications and other
    pleadings and to otherwise further the interests of the
    Examiner; and,

D. Performing all other legal services for the Examiner which
    may be necessary and proper in these cases.

The firm will be compensated on an hourly basis plus
reimbursements of actual and necessary expenses and other
charges incurred by Pachulski. The principal attorneys and
paralegals presently designated to represent the committee and
their current standards hourly rates are:

                 Professionals             Hourly rates
             --------------------          ------------
             Richard M. Pachulski             $ 590
             Laura Davis Jones                  550
             Ira D. Kharasch                    480
             Jeremy V. Richards                 450
             Werner Disse                       355
             Jonathan J. Kim                    330
             Peter J. Duhig                     225
             Bruce Campbell (paralegal)         110
             Cheryl Knotts (paralegal)          105
(IT Group Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

IMMUNE RESPONSE: Appoints Michael L. Jeub as Chief Fin'l Officer
The Immune Response Corporation (Nasdaq: IMNR) announced the
appointment of Michael L. Jeub as vice president of finance and
chief financial officer, positions under which he will oversee
the company's ongoing financial operations and capital needs.

"Michael brings over 25 years in financial management experience
to the company and we are fortunate to have someone of his
experience and skill working with our investors and
stockholders," said Dr. Dennis Carlo, president and chief
executive officer of The Immune Response Corporation. "As we
continue taking steps in an effort to ensure the company's
success and the commercialization of our REMUNE(R) product,
Michael is a key part of our management team and strengthens us
for the job ahead."

"This is a wonderful opportunity to work with an experienced
management and scientific team on products that may potentially
have a significant impact on a population facing the terrible
toll HIV and AIDS inflicts," Jeub said. "I look forward to
bringing my skills in financing and capital formation to bear on
Immune Response and hope to see this company through to its
eventual success."

Mr. Jeub has extensive experience in healthcare and related
industries.  Mr. Jeub was chief financial officer, most
recently, for Jenny Craig, International. Prior to that Mr. Jeub
served as chief financial officer for National Health
Laboratories, Medical Imaging Centers of America and
International Clinical Laboratories.

Jeub earned his bachelor degree in accounting from California
State Polytechnic University in Pomona, beginning his career at
the Los Angeles office of the accounting firm Ernst & Young.
Mr. Jeub currently is also a partner with Tatum CFO Partners,

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 is also available at

                          *    *    *

As reported in Troubled Company Reporter's June 20, 2002
edition, 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 default, as part of an effort to solidify the Company's

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.

INFORMATION MGT.: Amends Sale Pact to Extend Payment Schedule
Information Management Associates, Inc., entered into an Asset
Purchase Agreement, dated August 10, 2001 with AIT (USA), Inc.,
a corporation organized under the laws of Ohio, and AIT Group
plc, a corporation organized under the laws of England, whereby
Purchaser agreed to purchase substantially all of the Company's
assets for an aggregate purchase price of $16,500,000, subject
to certain adjustments. Pursuant to the terms of the Agreement,
the Company received $10,000,000 in cash at closing together
with a non-interest bearing promissory note in the principal
amount of $6,500,000. An initial principal payment of
$3,000,000, subject to certain adjustments, was payable under
the Promissory Note on March 17, 2002 and the $3,500,000 balance
of the Promissory Note was payable on June 17, 2002.

The Company, Purchaser and Guarantor agreed that the aggregate
amount of adjustments to the March Payment was equal to
$801,987. On April 5, 2002, Purchaser made an interim payment to
the Company of $1,100,000 against the amount due on the March
Payment, leaving a balance of $1,098,013 outstanding on the
March Payment.

On May 23, 2002, the Company, Purchaser and Guarantor entered
into Amendment Number One to the Agreement and Purchaser and
Guarantor executed a new senior promissory note. The First
Amendment and New Promissory Note revise and extend the payment
schedule for the remaining amount of the purchase price under
the Agreement. As consideration for the First Amendment,
Purchaser and Guarantor waived all indemnification rights under
the Agreement and agreed to pay interest on the outstanding
amount beginning on June 17, 2002 at a rate of 9% per annum.

Pursuant to the new payment schedule, (a) a principal payment of
$1,098,013 due on May 28, 2002 has been paid in full; (b)
$1,000,000, is payable on June 19, 2002; (c) $1,000,000, is
payable on July 17, 2002 and (d) $1,500,000, is payable on
September 25, 2002.

Information Management Associates (IMA) makes customer
relationship management (CRM) software for telephone call
centers and customer service departments. The company's EDGE
(for UNIX and Windows NT platforms) and TELEMAR (for IBM AS/400)
software suites automate clients' telemarketing activities,
including telesales, remote sales forces, account management,
and customer service and support. The company also offers
consulting, technical support, and maintenance services. Clients
include Lloyds TSB Group, Xerox, and Avery Dennison. On July 24,
2000, the company filed a voluntary petition for protection
under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the District of Connecticut.
IMA, continues to offer its products and services while it

ISPAT INT'L: Lenders Agree to Terms of Bank Debt Restructuring
Ispat International N.V., (NYSE: IST; AEX: IST NA) announced
that Ispat Mexicana, S.A. de C.V., Ispat's Mexican operating
subsidiary, has issued a supplemental offering memorandum,
letter of transmittal and other ancillary documents amending and
supplementing its exchange offer for all outstanding 10-1/8%
Senior Structured Export Certificates due 2003 of Imexsa Export
Trust No. 96-1.

The Supplemental Documents, which amend and supplement the
offering memorandum issued by Imexsa on January 24, 2002,
describe the terms of an agreement in principle Imexsa has
reached with a group of holders comprising over a majority of
the aggregate outstanding principal amount of the Senior
Certificates. The group of holders has indicated that it
currently intends to participate in the amended exchange offer.
Under the agreed upon terms of the amended exchange offer,
Imexsa will offer to exchange 10-5/8% Senior Structured Export
Certificates due 2005 to be issued by Imexsa Export Trust No.
96-1 for Senior Certificates validly tendered and accepted for
exchange. The amended exchange offer expires at 5:00 p.m., New
York City time, on June 28, 2002, unless extended. The New
Senior Certificates will be fully and unconditionally guaranteed
by Ispat, Grupo Ispat International S.A. de C.V. and certain of
the subsidiaries of Imexsa. The New Senior Certificates will
also be secured on a pro rata basis with Imexsa's bank loans by
liens on certain assets of Imexsa and by a pledge of the stock
of Imexsa and Grupo.

Imexsa has also reached an agreement in principle with all of
its bank lenders on the proposed terms of a restructuring of its
bank loans. In connection with the bank debt restructuring and
the amended exchange offer, Imexsa's shareholders have agreed to
provide a $20 million loan for working capital purposes.

The amended exchange offer is conditioned upon the holders of
not less than 96% of the outstanding principal amount of Senior
Certificates having validly tendered and not withdrawn their
Senior Certificates prior to the Expiration Date and upon the
other terms and conditions set forth in the Supplemental

In connection with the amended exchange offer, Imexsa is also
soliciting consents from holders of Senior Certificates to amend
the agreements governing the Senior Certificates. Holders
tendering their Senior Certificates in the exchange offer must
also deliver consents to such amendments. Consents may not be
withdrawn after the Expiration Date.

D.F. King & Co., Inc. is the information agent for the exchange
offer and consent solicitation. Requests for documentation
should be made to D.K. King & Co., Inc. at (800) 847-4870.

KAISER ALUMINUM: Wants to Sign-Up Mercer as Employee Consultant
Kaiser Aluminum Corporation and its debtor-affiliates wish to
use the services of Mercer Human Resources Consulting as their
employee compensation consultants in these Chapter 11 cases,
nunc pro tunc to April 17, 2002.  The Debtors anticipate Mercer
will perform these services:

A. review and analyze the Debtors' current and proposed
    compensation structure, focusing on key employees;

B. evaluate the competitiveness of the Debtors' compensation
    levels for key employees;

C. compare the Debtors' compensation programs to other companies
    that have gone through similar restructuring;

D. assist and advice the Debtors in developing and implementing
    new employee compensation and retention programs;

E. develop a severance program for the Debtors' employees and
    assist the Debtors in implementing that program; and,

F. provide other employee compensation and human resources
    consulting services as may be requested by the Debtors.

The development of a compensation program for the Debtors,
according to an estimate by Mercer, will cost approximately
$125,000 depending on the nature, extent, and complexity of the
programs developed.

Patrick M. Leathem, Esq., at Richards, Layton & Finger P.A. in
Wilmington, Delaware, says that Mercer is particularly well
qualified to serve as the Debtors' employee compensation
consultants.  Mercer is the largest human resources consulting
firm in the world and possesses substantial expertise in
advising companies with respect to employee compensation and
related issues.  Mercer's consultants have assisted numerous
organizations in connection with the development of employee
compensation programs and human resources consulting.  Mercer's
professionals also have experience providing services to debtors
and other constituencies in numerous cases under the Bankruptcy

Mr. Leathem further claims that Mercer is also familiar with the
Debtors' current corporate retention needs.  Mercer has reviewed
compensation programs for the Debtors during the period leading
to the Petition Date and Mercer assisted the Debtors in
reviewing their current compensation programs and analyzing the
Debtors' future employee compensation needs.

Mr. Leathem tells the Court that, pursuant to the terms of
Mercer's engagement letter and subject to the Court's approval,
Mercer will be compensated for its professional services in
accordance with its customary billing procedures plus
reimbursements of actual and necessary out-of-pocket expenses.
Mercer's hourly rates are fixed:

A. $600 per hour for the services provided by Marshall Scott;

B. a maximum of $415 per hour for services provided by all other
    professionals employed by Mercer.

Marshall Scott, principal of Mercer Human Resources Consulting,
ascertains that Mercer's research of its relationship with the
Interested Parties indicated that it has not been, and is not
currently employed by any Interested Parties in matters related
or unrelated to these Chapter 11 cases. (Kaiser Bankruptcy News,
Issue No. 10; Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Kaiser Aluminum & Chemicals' 10.875%
bonds due 2006 (KAISER3) are quoted between the prices 80 and
83. For real-time bond pricing, see

L-3 COMMS: S&P Likely to Up Rating to BB+ After Stock Offering
Standard & Poor's anticipates raising its corporate credit
rating on New York, New York-based L-3 Communications to double-
'B'-plus from double-'B' after the defense company completes its
proposed offering of approximately $900 million in common stock
and $750 million in senior subordinated debt and assuming that
any pending acquisition activity is on a scale that can be
accommodated by the company's enhanced financial resources. At
the same time, the rating on the company's subordinated debt
would be raised to double-'B'-minus from single-'B'-plus. The
outlook would be stable. The company's ratings remain on
CreditWatch with positive implications, where they were placed
on June 6, 2002.

The proceeds from the sale are expected to refinance and pay
down debt related to the company's recent $1.1 billion purchase
of Raytheon Corp.'s Aircraft Integration Services (AIS) division
and restore the company's capital structure. The securities sale
is expected to be completed by the end of June 2002.

Ratings on L-3 Communications reflect a slightly below average
business risk profile and somewhat elevated debt levels, but
credit quality benefits from an increasingly diverse program
base and efficient operations. Acquisitions are very important
for revenue growth, and the balance sheet has periodically
become highly leveraged because of debt-financed transactions.
However, management has a good record of restoring financial
flexibility by issuing equity.

Some well-supported programs, with a high percentage of sole-
source contracts, mitigate L-3's exposure to a challenging
competitive environment. The firm provides secure communication
systems, specialized communications devices, and flight
simulation and training. Products include secure, high data rate
communication systems, microwave components, avionics,
telemetry, and instrumentation devices, and simulator training
products and services. The company's revenues have grown rapidly
through numerous acquisitions and the latest positions L-3 to
better compete in the growing intelligence, surveillance, and
reconnaissance market.

L-3 acquired most of AIS on March 11, 2001, for $1.1 billion
cash. This debt-financed deal, which followed a series of
smaller acquisitions by L-3 in late 2001 and early 2002,
substantially consumed the company's debt capacity prior to the
announced equity offering. Debt to total capital was elevated to
the mid-60% area at March 31, 2002, but will likely decline to
under 50% by the end of 2002. After the proposed equity sale, L-
3 Communications will have the flexibility to pursue debt-
financed acquisitions almost as large as AIS and will have over
$400 million in cash and approximately $600 million in available
borrowings under its credit facility. Goodwill accounts for
almost 50% of L-3 Communications' total assets, but this is
expected due to the nature of the high intellectual capital
businesses it acquires. The company's earnings in 2002 will
benefit from the elimination of goodwill amortization due to
recent changes in accounting rules.

LEGACY HOTELS: Acquires Sheraton Suites Calgary for $65 Million
Legacy Hotels Real Estate Investment Trust (TSE: LGY.UN)
announced that it has agreed to purchase the Sheraton Suites
Calgary Eau Claire. This high quality hotel is in one of
Calgary's prime downtown locations, at the heart of the city's
vibrant Eau Claire Market shopping and recreation district. The
323-suite hotel has 12 meeting rooms with a total of 10,000
square feet and is connected to the financial district by an
elevated walkway system. The hotel was developed, and is
currently owned and managed, by Pacrim Developments Inc. of
Halifax, Nova Scotia.

The purchase price for the property is approximately $65 million
and will be funded from existing cash balances. The transaction
should be finalized in July subject to the satisfaction of a
number of conditions.

"We are very pleased to be adding this all-suite hotel to our
portfolio", said Neil Labatte, President and Chief Operating
Officer of Legacy. "After only three years of operation, the
property is a leader in its market. With no additional hotel
supply anticipated in the city in the near-term, we look forward
to continued strength in future performance," Mr. Labatte added.
Legacy anticipates that this acquisition will be immediately
accretive to the portfolio.

The acquisition will bring Legacy's portfolio to 22 luxury and
first class hotels and resorts across Canada with approximately
10,000 guestrooms. The management companies of Fairmont Hotels &
Resorts Inc. operate all of Legacy's properties.

                          *  *  *  *

On the July 21, 2002 issue of the Troubled Company Reporter,
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, Ontario-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.

LEVEL 8 SYSTEMS: Paul Rampel Resigns as Pres. But Stays on Board
Level 8 Systems, Inc. (Nasdaq: LVEL), a global provider of high
performance eBusiness integration software, announced the
resignation of Paul Rampel as President of the Company as part
of a streamlining of operations, which included the recent
closure of its California development facility and the sale of
its Star/SQL and CTRC software products.  Mr. Rampel will
continue to serve on the Level 8 Board of Directors. John
Broderick, the Company's Chief Financial Officer, will assume
the additional role of Chief Operating Officer, responsible for
day-to-day operations, reporting to Tony Pizi, the Chief
Executive Officer.

"Paul's contribution to the Company over the last eighteen
months has been instrumental to the refocusing of the Company on
our Cicero product," said Mr. Pizi. "We see the restructuring of
our senior management as consistent with our objective to
streamline operations and a consequence of right-sizing the
Company to concentrate our resources on revenue generating
activities in the financial services market."

"Level 8 Systems has a tremendous opportunity with the Cicero(R)
product. As a member of the Board of Directors, I look forward
to continuing to represent the interests of shareholders and
helping the management team secure the results of their hard
work," said Mr. Rampel.

The Company also announced the sale of the Star/SQL and CTRC
products to Starquest Ventures, Inc., a California corporation
and an affiliate of Mr. Rampel, for total consideration of
$365,000 and the assumption by Starquest Ventures of certain
maintenance liabilities associated with these products. Level 8
had acquired these products in 2000 when it acquired StarQuest
Software, Inc. and had determined that they were not strategic
to the Company's Cicero focused business plan. As this
transaction was with a related party, a fairness opinion was
obtained by the Company. The Company has used $150,000 of the
proceeds of the sale to pay back borrowings from Mr. Rampel.

Level 8 Systems, Inc. (Nasdaq: LVEL) is a global provider of
high- performance, application integration software that enables
organizations to extend the life of their IT investments and
maximize the value of multiple business systems. Level 8
technologies, products, and services help industries such as
financial services, telecommunications, utilities, travel and
hospitality, and retail. For more information about Level 8

At March 31, 2002, Level 8 Systems' balance sheet shows a
working capital deficit of about $6 million.

LEVI STRAUSS: May 26 Balance Sheet Upside-Down by $972 Million
Levi Strauss & Co. announced financial results for the second
fiscal quarter ended May 26, 2002. Although sales were affected
by difficult market conditions worldwide, the company turned in
a good performance against several key financial measures and
expects to meet its previously stated financial targets for the
full year, including stabilizing sales.

Second-quarter net sales declined 12 percent to $924 million
compared to $1,044 million in the second quarter of 2001. Had
currency rates remained constant at 2001 levels, net sales would
have declined approximately 11 percent for the period.

"We said the quarter would be tough and it was, but we are still
on track to stabilize our sales by year-end," said chief
executive officer Phil Marineau. "We were hit by stiff price
competition in Europe, but our U.S. and Asia Pacific businesses
met our expectations. Despite the difficult retail environment
throughout most of our markets, we sustained solid profit
margins, generated strong cash flow and brought down debt.

"This is the inflection point for our company turnaround," said
Marineau. "From now through the end of the year, we expect to
see significant improvement in sales trends. We have excellent
bookings with our retail customers, and are launching new
products and marketing programs around the world to drive sales.
This includes the introduction of lower-priced Levi's(R) jeans
and Dockers(R) khakis in Europe and a revamped Levi's(R) jeans
line in the United States. When you look at our products, retail
relationships and operations, we are more competitive today than
we have been in years."

During the second quarter, the company announced the closure of
six manufacturing plants in the United States and two plants in
Scotland. These actions resulted in a one-time pre-tax
restructuring charge of $150 million in the second quarter of
2002. This was partially offset by a $9 million reversal of
restructuring charges taken in earlier years. The $150 million
charge includes $26 million of non-cash asset write-offs, as
well as costs related to items such as severance and
outplacement services.

Marineau said, "Increasing the variable nature of our cost
structure will help us maintain our strong margins and cash flow
while reinvesting in the business. The savings we realize as a
result of these plant closures will allow us to direct more
resources to the product, marketing and retail initiatives that
are driving our business turnaround."

Second-quarter gross profit, which includes restructuring
related expenses of $30 million primarily for workers'
compensation and pension enhancements, was $370 million, or 40.0
percent of sales. Excluding restructuring related expenses,
gross profit in the second quarter of 2002 was $400 million, or
43.3 percent of sales, which compares to $453 million, or 43.3
percent of sales, in the second quarter of 2001. The strength of
gross margin this quarter reflects the company's favorable
sourcing arrangements.

Operating loss for the quarter, including restructuring charges
and related expenses of $171 million, was $82 million. Excluding
restructuring charges and related expenses, operating income in
the second quarter of 2002 declined 28 percent to $89 million
compared to $124 million in the prior year period.

EBITDA, which the company defines as operating income excluding
depreciation and amortization, was a loss of $64 million, which
includes restructuring charges and related expenses of $171
million. Excluding restructuring charges and related expenses,
EBITDA in the second quarter of 2002 was $107 million, or 11.6
percent of sales, compared to $145 million, or 13.9 percent of
sales, in the second quarter of 2001.

Second-quarter net loss, including restructuring charges and
related expenses of $171 million, was $81 million. Excluding
restructuring charges and related expenses, second-quarter net
income in 2002 declined 65 percent to $15 million versus $43
million in the second quarter of 2001.

As of May 26, 2002, total debt stood at $1.86 billion, which
compares to $1.96 billion as of the fiscal year ended November
25, 2001. At the same date, the company's total shareholders'
equity deficit stands at about $972 million.

"Strong control over costs and inventories helped us further
reduce debt in what was a particularly challenging quarter. In
fact, year-to-date, debt has been reduced by $100 million," said
Bill Chiasson, chief financial officer. "For the full year, we
continue to expect gross margins and EBITDA margins to be within
our previously stated target ranges of 40-42 percent and 11-13
percent, respectively, before restructuring and related

Levi Strauss & Co. is one of the world's leading branded apparel
companies, marketing its products in more than 100 countries
worldwide. The company designs and markets jeans and jeans-
related pants, casual and dress pants, shirts, jackets and
related accessories for men, women and children under the
Levi's(R) and Dockers(R) brands.

MALAN REALTY: Annual Shareholders' Meeting Set for August 28
Malan Realty Investors, Inc. (NYSE: MAL), a self-administered
real estate investment trust (REIT), has filed its preliminary
proxy statement with the Securities and Exchange Commission in
connection with its annual meeting of shareholders, tentatively
scheduled for August 28, 2002 at the Community House in
Birmingham, Michigan at 10:00 a.m. EDT. Included in the items
for shareholder approval is a plan of complete liquidation of
the company.

On March 19, 2002, the board of directors voted to recommend a
plan of liquidation to Malan's shareholders. The plan, which was
approved by the board in June 2002, provides for the orderly
sale of assets for cash or such other form of consideration as
may be conveniently distributed to shareholders, payment of or
establishing reserves for the payment of liabilities and
expenses, distribution of net proceeds of the liquidation to
common shareholders, and wind up of operations and dissolution
of the company. The board believes that net proceeds to
shareholders will range from $4.75 to $8.50 per share, dependent
upon successful execution of the plan.

"We believe that $8.00 per share is realistic based upon certain
assumptions that we consider reasonable," said Jeffrey Lewis,
president and chief executive officer of Malan Realty Investors.
"This value is based on an orderly disposition of assets that
reflects their underlying values; however, actual circumstances
could differ from our assumptions and shareholders could receive
more or less than the $8.00 estimate."

The liquidation plan is expected to take up to 24 months to
complete although it could take longer. Malan currently
estimates total proceeds from the sale of properties, before
selling costs, will be in the range of $223 million and $235
million and a minimum of $184 million in debt will be repaid.
The estimated per-share range also includes income expected to
be earned from properties during the liquidation process and
expenses including advisory fees.

Malan announced last week it had entered into contracts for the
sale of 15 properties totaling approximately 2.1 million square
feet of gross leasable area for a total of $94 million before
debt repayment. The company is also in negotiations for the sale
of 17 additional properties, with projected proceeds before debt
repayment of approximately $50 million.

The company also announced it is reducing the number of
directors from seven to five. Edward T. Boutrous and Andrew
Miller will not stand for reelection to the board of directors.
"We sincerely appreciate the substantial time and effort given
by Ed Boutrous and Andrew Miller," said Paul Gray, chairman of
the board. "Their insights and judgment were very valuable. With
the company now focused on liquidation, the board can be reduced
in size."

Malan Realty Investors, Inc. owns and manages properties that
are leased primarily to national and regional retail companies.
The company owns a portfolio of 57 properties located in nine
states that contains an aggregate of approximately 5.4 million
square feet of gross leasable area.

Shareholders may obtain the preliminary proxy statement, when
available, and any amendments to the proxy statement and other
documents filed by Malan with the SEC for free at the SEC's Web
site,, or at the EDGAR Online Web site, In addition, the final proxy
statement will be mailed to each shareholder of record. The
record date is yet to be established. Shareholders who wish to
obtain additional copies of the proxy statement and any
amendments to the proxy statement, free of charge, should direct
their requests to Investor Relations, Malan Realty Investors,
Inc., 30200 Telegraph Road, Bingham Farms, Michigan 48025 or
telephone (248) 644-7100.

MARCONI PLC: Expects Nasdaq to Delist Shares in Coming Weeks
Further to its preliminary announcement statement on 16 May,
2002, Marconi announces that it continues to make good progress
in its three-way restructuring discussions with its syndicate
banks and an Ad Hoc Committee of its bondholders towards a
consensual recapitalization of Marconi.

The recapitalization process is likely to involve a debt for
equity swap for a significant proportion of Marconi's 4.3
billion pounds sterling ($6.4 billion) of gross financial
indebtedness, which the Board expects will lead to a very
substantial dilution in value for existing equity holders.

Marconi plc also announces that it expects to receive a notice
in the coming weeks from the Nasdaq National Market that its
shares, which currently trade on the Nasdaq in the form of
American Depositary Receipts, will be delisted in accordance
with Nasdaq rules relating to minimum ADR price requirements.
Following the delisting from Nasdaq, Marconi's ADRs will be
traded on the Over The Counter Bulletin Board. Marconi's ticker
symbol on the OTC BB will remain MONI.

Marconi's shares continue to trade on the London Stock Exchange
under the symbol MONI.

Mike Parton, Chief Executive of Marconi, said: "We continue our
discussions as a part of a controlled process, to effect the
recapitalization of Marconi's balance sheet at the earliest
opportunity. We are confident that our banks and bondholders
will continue to be supportive during the process and that
Marconi will emerge from this process with a significantly
improved balance sheet."

Marconi plc is a global telecommunications equipment and
solutions company headquartered in London. The company's core
business is the provision of innovative and reliable optical
networks, broadband routing and switching and broadband access
technologies and services. The company's aim is to help fixed
and mobile telecommunications operators worldwide reduce costs
and increase revenues.

The company's customer base includes many of the world's largest
telecommunications operators. The company is listed on both the
London Stock Exchange and NASDAQ under the symbol MONI.
Additional information about Marconi can be found at

METALS USA: Signs-Up S.B. Millner to Market Miscellaneous Assets
Metals USA, Inc. and its debtor-affiliates sought and obtained
approval to retain and employ the firm of Stuart B. Millner &
Associates, Inc. to market the Debtors' miscellaneous assets,
which include machinery and equipment.  The Debtors had received
a proposal from S.B. Millner to market the miscellaneous assets.
They believe that the services that S.B. Millner proposed to
provide would expedite the sale of the assets and will result in
a higher and better value to the estate.

The retention S.B. Millner was approved after the firm posted an
auctioneer bond in the amount of $1,000,000 and after finding
that the warehouse S.B. Millner will use to store Debtors'
property is adequately protected by insurance.  For providing
the auctioneer's bond, S.B. Millner is allowed a reimbursement
of up to $1,500.

Johnathan C. Bolton, Esq., at Fulbright & Jaworski LLP in
Houston, Texas, contends that liquidating the Debtors'
miscellaneous assets, which are scattered across the country at
various locations, would call for the Debtors' employees to
expend time attempting to identify, contact and sell to
potential purchasers on an ad hoc basis.  This would be a less
than effective process since the expertise of the Debtors'
employees is in metal processing, not surplus asset liquidation.

According to Mr. Bolton, S.B. Millner has over 20 years
experience in the auction-liquidation industry in the United
States and has liquidated the assets of over 900 industrial
plants.  The firm has been approved to act as the auctioneer and
liquidator of assets by bankruptcy courts in New York (for Pan
American Airlines), Illinois, Pennsylvania, and Missouri.  It
has also been approved by the U.S. Government to manage the
liquidation of the Ravenna Ammunition facility in Ravenna, Ohio
and by NASA for the liquidation of the Solid Rocket Motor assets
in Iuka, Mississippi.  In addition, S.B. Millner has managed the
surplus assets for all of General Motors in North America and
it's wholly owned subsidiary, Delphi Automotive Systems.

Mr. Bolton submits that by employing S.B. Millner, the Debtors'
employees, rather than expending time trying to market surplus
assets, will be able to devote their efforts to performing under
Metals USA's existing contracts and generating new business.
Moreover, Millner's extensive experience and existing contacts
in the industrial equipment liquidation should result in higher
prices for the Debtors' miscellaneous assets.   S.B. Millner's
employment should also save the Debtors from paying for storage
costs since the firm owns and operates an equipment warehouse in
St. Louis, Missouri, where the Debtors' miscellaneous assets
will stored free of charge until they are sold.  The cost of
transporting the assets to the warehouse will be borne by Metals

Mr. Bolton informs the Court that S.B. Millner will be
compensated by 10% commission of the sales price, payable out of
the proceeds of the sale of miscellaneous assets.  S.B. Millner
will also be authorized to charge purchasers a buyer's premium
of 10% which will be its sole property and which will not be
included in the selling price of the Miscellaneous Assets.  The
firm will collect all the proceeds from any sales and forward
them to the Debtors, less commission, within 30 days after the
closing of any sale.  All marketing, advertising,
administrative, sales, and out-of-pocket expenses and costs will
be shouldered by Millner.

Mr. Bolton goes on to say that if the assets are sold through a
sale privately negotiated by S.B. Millner, the Debtors will
employ the Miscellaneous Asset Sales Procedures and file and
serve on the United States Trustee, counsel for the Bank Group,
the unsecured Creditors Committee and any interests claimants, a
Notice of Intent to Sell with the requisite information.  In the
event it is determined that the sale of certain assets through a
public auction would result in a higher price, the Debtors will
file a separate motion seeking approval for that sale.

Mr. Bolton further assures the Court that S.B. Millner
represents or holds no adverse interests against the Debtors or
their estates and is in no way connected with any parties-in-
interest in matters relating to these Chapter 11 cases. (Metals
USA Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

METALS USA: Committee Agrees to Terms of Plan of Reorganization
Metals USA, Inc. (OTC Bulletin Board: MUIN), a metals
distributor and processor headquartered in Houston, announced an
agreement has been reached with the Official Committee of
Unsecured Creditors (which is comprised of holders of the
Company's 8.625% Senior Subordinated Notes and trade creditors)
on the terms of a Plan of Reorganization, subject to definitive
documentation and obtaining the required approvals and exit
financing. As previously reported, Metals USA filed a voluntary
petition for reorganization under Chapter 11 of the U.S.
Bankruptcy Code on November 14, 2001.

Under the agreed terms, the Plan would provide that the
company's existing equity will be extinguished. The company's
unsecured creditors (other than creditors with de
minimis/convenience class claims) will receive a publicly traded
equity in the form of 100% of the new common stock in the
reorganized company to discharge approximately $380 million of
unsecured debt. Holders of existing equity will receive five-
year warrants to purchase an aggregate of up to fifteen percent
of the new common stock of the reorganized company. The warrants
will have an exercise price calculated at full recovery for all
unsecured creditors. The company cannot provide any assurance as
to whether a market will develop for the warrants.

All currently outstanding options and warrants of the company
will be cancelled on the effective date of the Plan. The Plan
would provide for the establishment of a new equity incentive
plan for employees to be administered by the Board of Directors
of the newly reorganized company.

Additionally, the Board of Directors of the reorganized company
will consist of five or seven members at the discretion of the
Committee, which will include one executive officer from the
reorganized company.

J. Michael Kirksey, Chairman, President & Chief Executive
Officer of Metals USA, stated, "We have been working diligently
with the Committee to move through the bankruptcy process as
prudently and expeditiously as possible. Consummation of this
agreement, when combined with the successful completion of the
previously announced asset sales, will position the company to
continue to be one of the largest buyers of metals in the United
States with a credit-worthy financial position."

Metals USA, Inc. is a leading North American metals distributor
and processor. Metals USA, Inc. provides a wide range of
products and services in the Carbon Plates and Shapes, Flat
Rolled Products, and Building Products markets. For more
information, visit the company's Web site at

METROCALL INC: Brings-In Alston & Bird as FCC Regulatory Counsel
Metrocall, Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to give them
authority in the retention of Alston & Bird, LLP as special FCC

The Debtors tell the Court that they desire to retain Alston &
Bird as their attorneys because of its extensive experience and
knowledge in the field of telecommunications regulatory and
transactional law including FCC compliance, licensing and
related issues.

Subject to the Court approval, compensation will be payable to
Alston & Bird on an hourly basis plus reimbursement of actual,
necessary expenses and other charges incurred by Alston & Bird.
The principal attorneys and paralegals presently designated to
represent the Debtors and their current standard hourly rates

           a) Frederick M. Joyce     $460 per hour
           b) Christine McLaughlin   $370 per hour
           c) Ronald Quirk           $335 per hour
           d) Marianne Casserly      $245 per hour
           e) Ellen Traupman         $220 per hour

The professional services that Alston & Bird will render to the
Debtors include:

      a) to provide legal advice with respect to their powers and
         duties as debtors in possession with respect to special
         telecommunications matters, and state and federal
         regulatory compliance, attending these chapter 11 cases
         and Debtors' continued operations pending resolution of
         this case in the continued operation of their businesses
         and management of their properties;

      b) to prepare on behalf of the Debtors necessary
         application, motions, reports and other legal papers
         relating to the Debtors' FCC licenses and compliance of
         regulatory provisions in respect thereof;

      c) to appear in Court, as special counsel on discreet
         matters dealing with the Debtors' FCC licenses; and

      d) to perform all other legal services for the Debtors that
         may be necessary and proper in these proceedings with
         respect to special telecommunications matters and
         regulatory compliance.

The Debtors submit that, and according to the affidavit of Mr.
Frederick M. Joyce, Alston & Bird is a "disinterested person" as
defined in the Bankruptcy Code.

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

DebtTraders reports that Metrocall Inc.'s 10.375% bonds due 2007
(MCALL2) are trading between the prices 4 and 6. See
real-time bond pricing.

MICROFORUM INC: Settles Claims Disputes with Deere and Dominion
Microforum Inc. (TSE: MCF) has settled its disputes with Deere
Credit Services, Inc. and Dominion Citrus Limited.

Microforum has agreed to pay Deere the sum of US$100,000 and
provide a royalty-free license of certain CALMS software
previously developed by the Company and Deere has agreed to
withdraw its previous claim for US$3 million. Deere will be
permitted to use the software for internal purposes only and may
not resell it to any external third parties. In exchange, Deere
has agreed to release the Company from any liability relating to
a work order entered into pursuant a Master Development and
License Agreement dated May 25, 2001 between Microforum and
Deere and agreed not to make a claim pursuant to the Company's
Claims Procedure Order process in accordance with its Companies'
Creditors Arrangement Act ("CCAA") proceedings.

Microforum has agreed to accept Dominion's reduced claim of
$97,223 for voting and distribution purposes pursuant to the
Company's Claims Procedure Order process in accordance with its
CCAA proceedings.

The Company's settlement arrangements with Deere and Dominion do
not alter the Plan of Compromise or Arrangement previously filed
with its creditors. The meetings for secured and unsecured
creditors are scheduled for June 25, 2002 at 10:00 a.m. (Toronto
time) and 12:00 p.m. (Toronto time), respectively, at the
offices of Microforum Inc., 150 Ferrand Drive, 10th Floor,
Toronto, Ontario.

Information regarding Microforum's CCAA proceedings can be found
on Microforum's Web site

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

NAVISTAR: Canadian Operation Will Resume Using Temporary Workers
To continue to meet customer demand, International Truck and
Engine Corporation announced that it will resume production of
premium conventional heavy trucks with a temporary workforce at
its Chatham, Ontario assembly plant, as soon as possible.  The
company will continue to draw upon production at its plant in
Escobedo, N.L., Mexico.

International Truck and Engine is the operating company of
Navistar International Corporation (NYSE: NAV).  The Canadian
Auto Workers union Local 127 went on strike June 1.  The strike
affects approximately 645 CAW-represented production and
maintenance employees at International's Chatham plant.

International had held talks with the CAW as recently as
yesterday, but those ended late in the day, and there are no new
talks scheduled.  The company said it is still open to a
dialogue with the union in order to return to productive
negotiations, achieve a new labor contract and resume normal
operations at Chatham with CAW members.

"We had hoped to have an agreement by now, and have made every
effort to do so, but we were not able to reach an agreement,"
said Steve Keate, president, truck group.  "To meet the needs of
our customers, therefore, we now need to activate another
element of our contingency plan, which is to resume production
at Chatham now, using temporary workers.  We would prefer to
resume production with our regular Chatham employees, but we
must continue to meet our customer commitments."

The company also said it is working closely with local
authorities on plans to resume production using temporary
workers.  The use of temporary workers has been permitted by
Ontario law since 1995.

Negotiations towards a new labor agreement began on April 26.
However, in January, the company had notified the CAW of its
need to reduce costs at Chatham by $28 million in order to make
the plant competitive.  The company was subsequently able to
identify half that amount.

Prior to the strike, production at Chatham had been averaging 39
trucks per day on one shift, and it is expected to ramp up to a
level of 60 per day. The Escobedo plant will continue to
increase production to 58 units per day.

In addition to heavy trucks, International Truck and Engine is a
leading producer of mid-range diesel engines, medium trucks,
severe service vehicles, and a provider of parts and service
sold under the Internationala brand.  IC Corporation, a wholly
owned subsidiary, produces school buses.  International also is
a private label designer and manufacturer of diesel engines for
the pickup truck, van and SUV markets.

                          *    *    *

As previously reported, Fitch Ratings has downgraded the senior
unsecured debt rating for Navistar International Corporation to
'BB+' from 'BBB-' and the senior subordinated debt rating to
'BB-' from 'BB'. The Outlook remains Negative.

The ratings downgrade reflects the ongoing industry downturn in
Navistar's core medium and heavy-duty truck markets in North
America. After hitting a peak in fiscal year 1999 at 431.6
thousand units in Class 5-8 trucks, industry demand fell a
precipitous 34% over the next two years to 284.8 thousand units
in FY 2001. Navistar positioned for the cyclical downturn by
building up liquidity from new debt issuances allowing for a
manufacturing operations cash balance of $806 million at FYE
2001 ended Oct. 31, 2001.

NEW CENTURY EQUITY: Commences Trading on Nasdaq SmallCap Market
New Century Equity Holdings Corp. (Nasdaq: NCEH) announced the
approval by The Nasdaq Stock Market, Inc. of its application to
transfer the listing of its shares of common stock from the
Nasdaq National Market to the Nasdaq SmallCap Market.

New Century's common stock will commence trading on the Nasdaq
SmallCap Market effective June 21, 2002. The Company's trading
symbol will continue to be "NCEH".

As a result of its transfer to the Nasdaq SmallCap Market, New
Century's delisting determination has been extended until August
13, 2002. Should the Company's common stock not trade at a price
of $1.00 per share or higher for a minimum of 10 consecutive
trading days by August 13, 2002, then the Company anticipates,
under the current Nasdaq Rules, to be eligible for an additional
180-calendar day grace period, or until February 10, 2003.

There can be no assurance that New Century will be able to meet
the minimum maintenance requirements during the extended grace
period or that if it does, it will remain in compliance with the
applicable continued listing requirements.

New Century Equity Holdings Corp. (Nasdaq: NCEH) is a holding
company focused on high growth, technology-based companies and
investments. The Company's holdings include its investments in
Princeton eCom Corporation, Tanisys Technology, Inc., Sharps
Compliance Corp. and Microbilt Corporation. New Century -- is the lead investor in
Princeton eCom -- a leading
application service provider for electronic and Internet bill
presentment and payment solutions and Tanisys Technology, Inc. -
- a developer and marketer of
semiconductor testing equipment. New Century is also a financial
investor in Sharps Compliance Corp. --
-- a leading provider of cost-effective logistical and training
solutions for the healthcare, hospitality and residential
markets and Microbilt Corporation --
a leader in credit bureau data access and retrieval which
provides credit solutions to the Financial, Leasing, Health
Care, Insurance, Law Enforcement, Educational and Utilities
industries. New Century Equity Holdings Corp. is headquartered
in San Antonio, Texas.

NEWCOR INC: Delaware Court Sets July 9 General Claims Bar Date
The U.S. Bankruptcy Court for the District of Delaware fixes
July 9, 2002, as the General Claims Bar Date by which creditors
of Newcor, Inc., must file proofs of claim or be forever barred
from asserting that claim.

The Court rules that each person or entity (except governmental
units) that wishes to assert a claim against the Debtors that
arose before the Petition Date, shall file a written proof of
that claim and must be received on or before 4:00 p.m. of the
General Claims Bar date by:

The Court adds that the Government Bar Date, wherein all
governmental units' proof of claim must be received, is on
August 23, 2002 at 4:00 p.m.

Any entity holding a Rejection Damages Claim shall be required
to file a proof of their claims on the date indicated in any
order authorizing the rejection of such contract or the later

      i) the General Bar Date or

     ii) 30 days after the entry of the applicable Rejection

Proofs of claim are not required to be filed anymore if they

      a) claims against one or more of the Debtors that has
         already properly filed with the Court;

      b) claims not listed as "disputed," "contingent" or
         "unliquidated" in the Schedules; and who agrees with the
         nature, classification and amount of such claim set
         forth in the Schedules;

      c) claims previously has been allowed by, or paid pursuant
         to, an order of this Court;

      d) any entity that has a claim which is limited exclusively
         to a claim for the repayment by the applicable Debtors.

Newcor, Inc., along with its subsidiaries, design and
manufacture a variety of products, principally for the
automotive, heavy-duty, capital goods, agricultural and
industrial markets. The Company filed for chapter 11 protection
on February 25, 2002 Laura Davis Jones, Esq. at Pachulski,
Stang, Ziehl Young & Jones P.C. represents the Debtors in their
restructuring efforts. When the Debtors filed for protection
from its creditors, it listed $141,000,000 in total assets and
$181,000,000 in total debts.

PAPER WAREHOUSE: Defaults on Convertible Subordinated Debentures
Paper Warehouse, Inc. (Nasdaq:PWHS), has not yet received the
consents it needs from debenture holders of its convertible
subordinated debentures to waive and amend the related trust
indenture. Without the consents, an event of default has
occurred under the trust indenture, which has resulted in a
default under the company's revolving line of credit.

On May 28, 2002, the Company mailed to the debenture holders a
consent solicitation statement asking the holders to waive the
existing covenant breach under the indenture and to approve
certain amendments to the indenture before June 12, 2002. As of
June 12, 2002, the end of the initial consent solicitation
period, the Company had not received the consents it needed from
the debenture holders to waive the existing covenant breach
under the indenture. The resulting default under the indenture
in turn caused an event of default under the Company's revolving
line of credit agreement.

The Company is prohibited under the indenture from making any
payments on the debentures if there is a default under the
Company's revolving line of credit and the lender under the
revolving line of credit provides notice of the default to the
Company. On June 17, 2002, the lender confirmed to the Company
that it was considering providing such a notice to the Company.
The Company, therefore, determined not to make the interest
payment that was due on June 17, 2002 until it received final
confirmation from the lender as to whether it would notify the
Company of the default under the revolving line of credit. On
June 19, 2002, the lender under the Company's revolving line of
credit notified Paper Warehouse of the resulting default under
the revolving line of credit agreement. Although the Company has
the funds available to make this interest payment, it is not
allowed to make any payment under the terms of the indenture
until the defaults under both the indenture and the revolving
line of credit are cured, waived or cease to exist and its
lender under the revolving line of credit permits the Company to
do so. As soon as the events of default are cured, and Paper
Warehouse's lender consents, the Company can resume interest

On June 13, 2002, the Company's Board of Directors agreed to
extend the consent solicitation period for an additional 30
days, or until July 12, 2002. In addition to this extension, the
Company is continuing to evaluate its options to remedy the
existing defaults under the indenture and the revolving line of
credit agreement. However, there can be no assurance that the
Company will be able to remedy these defaults.

"We are disappointed that not enough of our debenture holders
have responded to our request to waive the covenant breach and
amend the indenture," said Yale T. Dolginow, president and chief
executive officer. "We believe that the proposed waiver and
amendments are clearly in the best interest of our debenture
holders and shareholders," Dolginow continued. "We have the
funds to make this interest payment, and we continue to pay our
vendors and other creditors in the ordinary course of business,"
Mr. Dolginow added.

Paper Warehouse specializes in party supplies and paper goods
and operates under the names Paper Warehouse, Party Universe,
and can be accessed at Paper Warehouse stores offer an
extensive assortment of special occasion, seasonal and everyday
party and entertainment supplies, including paper supplies, gift
wrap, greeting cards and catering supplies at everyday low
prices. As May 3, 2002, the company had 141 retail locations (87
company-owned stores and 54 franchise stores) conveniently
located in major retail trade areas to provide customers with
easy access to its stores. The Company's headquarters is in

PLANVISTA: DePrince, Race & Zolla Discloses 35.5% Equity Stake
DePrince, Race & Zolla Inc. beneficially own 5,920,200 shares of
the common stock of PlanVista Corporation, representing 35.5% of
the outstanding common stock of the Company.  DePrince, Race &
Zolla Inc. is a Florida corporation. Gregory M. DePrince, John
D. Race, and Victor A. Zollo, Jr. all own shares of PlanVista in
their individual capacity. Mr. DePrince owns 5,971,500 shares
(35.68%), Mr. Race owns 6,107,900 (36.50%), and Mr. Zolla owes
6,006,780 (35.90%).  DePrince, Race & Zolla Inc. directed the
purchase of 5,920,200 shares of PlanVista for its investment
advisory clients for an aggregate purchase price of $49,299,504.
All of the shares were paid for by cash assets in the respective
clients' accounts. Of these shares, 553,500 shares with an
aggregate purchase price of $3,797,712 are restricted. In
addition, DePrince, Race & Zolla Inc. directed the purchase of
20,000 shares of the Company for its Employee Profit Sharing
Plan for an aggregate purchase price of $62,900.

The foregoing persons in the aggregate often own beneficially
more than 5% of a class of equity securities of a particular
company. Although one or more of the foregoing persons are
treated as institutional investors for purposes of reporting to
the SEC their beneficial ownership on the short-form Schedule
13G, the holdings of those who do not qualify as institutional
investors may exceed the 1% threshold presented for filing on
Schedule 13G or implementation of their investment philosophy
may from time to time require action which could be viewed as
not completely passive. In order to avoid any question as to
whether their beneficial ownership is being reported on the
proper form and in order to provide greater investment
flexibility and administrative uniformity, these persons
have decided to file their beneficial ownership reports on the
more detailed Schedule 13D form rather than on the short-form
Schedule 13G and thereby to provide more expansive disclosure
than is necessary.

Effective October 10, 2000 John D. Race became a member of the
Board of Directors of PlanVista.

The number of shares as to which each person has:

                   (i)   sole power to vote or direct the vote:
                   DRZ:                      none
                   Gregory M. DePrince:      31,300
                   John D. Race:             167,700
                   Victor A. Zollo, Jr.:     66,580

                   (ii)  shared power to vote or direct the vote:
                   DRZ:                      5,940,200
                   Gregory M. DePrince:      5,940,200
                   John D. Race:             5,940,200
                   Victor A. Zollo, Jr.:     5,940,200

                   (iii) sole power to dispose or to direct the
                   DRZ:                      none
                   Gregory M. DePrince:      31,300
                   John D. Race:             167,700
                   Victor A. Zollo, Jr.:     66,580

                   (iv)  shared power to dispose or direct the
                   DRZ:                      5,940,200
                   Gregory M. DePrince:      5,940,200
                   John D. Race:             5,940,200
                   Victor A. Zollo, Jr.:     5,940,200

These persons may be deemed to share power to vote and dispose
of shares referred to as a result of control relationships
(Gregory M. DePrince, John D. Race and Victor A. Zollo, Jr. with
respect to all of the DRZ shares) and pursuant to investment
advisory relationships with advisory clients. The shares
reported above for sole power are attributable to investments by
Gregory M. DePrince, John D. Race and Victor A. Zollo, Jr. on
their own behalf. These three disclaim beneficial ownership of
the shares for which they share power.

PlanVista (formerly HealthPlan Services) provides cost-
containment services to health care payers and providers,
including integrated network access, electronic claims
repricing, and claims and data management services. The company
is selling its third-party administration and managing general
underwriter units to Sun Capital Partners; it had already shed
its workmens'- and unemployment-compensation businesses. Third-
party administration had accounted for a majority of revenue,
but that was declining, and New England Financial Life and Ceres
Group alone accounted for more than 40% of revenue.

PLANVISTA: Prepared Registration Statement for 1.3+MM Shares
PlanVista Corporation, in a public offering of common stock of
the Corporation, is offering for sale an aggregate number of
shares of the Corporation's common stock (number yet to be
determined), and certain of its existing stockholders are
offering for sale an aggregate of 1,363,821 shares of the
Company's common stock in a firm commitment underwriting.
PlanVista will not receive any of the proceeds from the shares
of common stock sold by the selling stockholders. The Company's
common stock trades on the New York Stock Exchange under the
ticker symbol "PVC".  The last reported sales price of
PlanVista's common stock on the New York Stock Exchange on May
23, 2002 was $3.75 per share.

On March 31, 2002, the company reported a working capital
deficit of about $7 million and a total shareholders' equity
deficiency of about $50 million.

PROVELL: Seeks Court Approval of $21 Million Credit Facility
Provell, Inc. and its debtor-affiliates sought and obtained
interim authority to secure post-petition financing of up to $2
million from the U.S. Bankruptcy Court for the Southern District
of New York.

The Debtors recognize that their business operations require
sufficient levels of trade credit and working capital to fund
and support ordinary business expenditures, including outbound
telemarketing expenses, customer refunds and rebates, printing
and direct mailing costs, payroll, leasehold commitments and
other necessary overhead costs.  Without access to an adequate
financing and credit facility, the Debtors will not have
sufficient liquidity to sustain business operations which could
bring immediate and irreparable harm to the Debtors' creditors
and estates.

The Debtors want the Court to enter Borrowing Orders authorizing
them to obtain postpetition financing for approximately $21
million under an agreement with Foothill Capital Corporation, as
agent, and the banks and other financial institutions as
Lenders.  The Debtors ask the Court to grant the Lenders
superpriority administrative expense claim status and a first
priority lien on and security interest in all assets of the

The Debtors argue that their reorganization efforts hinge on
access to adequate postpetition financing because:

      -- the Pre-Petition Lenders were permitted to, and did,
         sweep the Debtors' cash daily up to the Petition Date,
         the Debtors have no significant cash on hand as of the
         Petition Date;

      -- the nature of the Debtors' membership business, requires
         sufficient liquidity to satisfy their ongoing cash
         requirements to fund returns, pay vendors, pay
         employees, pay landlords and utilities and to fund the
         myriad other ordinary course day-to-day expenditures.

The Debtors add that absent immediate access to credit pursuant
to the proposed DIP Facility, they will encounter a severe
disruption in their acquisition business and membership sales,
resulting in a corresponding decline in the Debtors' revenue.
The Debtors' suppliers, vendors and other creditors are likewise
depending on the immediate approval of the DIP Facility for
assurance that they will be paid on a continuous and timely
basis. The Debtors anticipate that the DIP Facility will improve
their liquidity and help stabilize their operations.

Upon entry of the Final Order, any remaining Pre-Petition
Obligations will be refinanced and the Debtors will be able to
borrow up to $5 million, plus the aggregate outstanding balance
of the Pre-Petition Obligations as of the Petition Date.

In connection with the DIP Facility, the Debtors will pay:

(1) a facility fee of 2.0% of an amount equal to

      (x) $5 million plus
      (y) the aggregate outstanding balance of loans and other
          obligations outstanding under the Pre-Petition Loan
          Agreement on the Petition Date. The facility fee shall
          be fully earned and payable on the Closing Date and
          shall be nonrefundable;

(2) a $5,000 monthly, nonrefundable servicing fee payable
     through the date on which all of the Obligations are paid in
     full in accordance with the terms of the Definitive
     Financing Documents; and

(3) other customary fees, costs and expenses required to be paid
     pursuant to the Definitive Financing Documents.

Provell, Inc. develops, markets and manages an extensive
portfolio of membership and customer relationship management
programs that provide discounts and other benefits to members in
the areas of shopping, travel, hospitality, entertainment,
health/fitness, finance, cooking and home improvement.  The
company filed for chapter 11 protection on May 9, 2002.  Alan
Barry Hyman, Esq., Jeffrey W. Levitan, Esq., David A. Levin,
Esq. at Proskauer Rose LLP represent the Debtors in their
restructuring efforts. When the Debtors filed for protection
from its creditors, they listed $40,574,000 in total assets and
in $82,964,000 total debts.

PSINET: Court Grants Goldin's Motion to Extend Claims Bar Date
The U.S. Bankruptcy Court for the Southern District of New York
entered an order directing that the bar date with respect to
claims that may be brought by the Holdings Trustee on
behalf of PSINet Consulting Solutions Holdings, Inc. and PSINet
Consulting Knowledge Services, Inc. against the PSINet Entities
is extended through and including August 5, 2002.

                          *  *  *  *

Harrison J. Goldin, Chapter 11 Trustee for PSINet Consulting
Solutions Holdings, Inc. (Holdings) and PSINet Consulting
Solutions Knowledge Services, Inc. (Knowledge) is investigating
the nature and extent of Holdings' claims against PSINet.

The previously extended Bar Date for filing the Intercompany
Claim is June 5, 2002. The Trustee asks the Court to authorize,
pursuant to Fed. R. Bankr. P. 3003(3) and 9006(b), an extension
of this Bar Date through and including August 5, 2002.

The Trustee tells the Court that his investigation of the nature
and extent of the claim has been delayed because PSINet and its
counsel had refused to turn over to the Trustee documents and
information to allow the Trustee to complete his investigation.
In response to repeated requests for assistance and information
leading up to a February 3, 2002 face-to-face meeting, PSINet's
counsel, Wilmer Cutler & Pickering, claimed that it and co-
counsel, Nixon Peabody L.L.P. were hopelessly conflicted and
thus unable to respond to the Trustee's requests.

Moreover, it is the Trustee's understanding, based on
conferences between counsel, that PSINet's document production
is ongoing, is not yet complete, and that additional documents
are forthcoming from PSINet, Wilmer Cutler & Pickering, Nixon
Peabody, and PricewaterhouseCoopers.

Nevertheless, the Trustee notes that PSINet has admitted in
certain documentation previously provided to the Trustee that
such claims exist.

The Trustee tells the Court that, pursuant to the Court's 2004
Order given on March 26, 2002,

-- PSINet produced on or about April 7, 2002, 157 boxes of
    Holdings' own documents that had been in storage since PSINet
    wound down Holdings' operations;

-- on April 29 and 30, 2002, the Trustee and his counsel
    conducted certain interviews of PSINet's officers and PSINet
    and Holdings' jointly-retained counsel concerning operational
    and administrative issues affecting Holdings;

-- on or about May 4, 2002, PSINet made available for inspection
    certain documents, which it had previously produced,
    concerning a securities litigation. These documents provided
    mostly background information on PSINet's merger with
    Holdings and were, for the most part, not directly responsive
    to the Trustee's 2004 Motion nor to the letter dated April
    24, 2002 from the Trustee's counsel to Paul, Weiss, Rifkind,
    Wharton & Garrison prioritizing the Trustee's document

-- During the week of May 13, 2002, PSINet also produced
    approximately 11 boxes of Holdings' own documents.

-- On May 20, 2002, PSINet turned over an additional 27 boxes of
    Holdings' own documents relating to prepetition asset and
    stock dispositions.

-- On or about May 8, 2002, Wilmer Cutler & Pickering produced 2
    boxes of Holdings' own pleadings.

The Trustee believes that, other than receiving Holdings' own
pleadings and general background information concerning PSINet's
acquisition of Holdings, which had previously been produced in
the securities litigation, the Trustee has not received
sufficient documents to determine the extent of Holdings' claims
against PSINet.

In particular, the Trustee has not been able to examine in
detail Holdings and/or PSINet's books and records, including the
general ledger and the companies' complete journal or the
records of Holdings' former attorneys and accountants to
determine the full extent of claims Holdings may have against

Furthermore, the Trustee has not had the benefit of reviewing
any investigation which may have been performed by Holdings'
former counsel into potential claims against PSINet. The Trustee
believes that such claims may, in part, be set forth in the
notice of circumstances filed by Nixon Peabody L.L.P with
Holdings' insurance carrier. The Trustee also tells the Court
that no privilege log has been filed as agreed by the parties at
the April 22, 2002 status conference with the Court.

Accordingly, until the Trustee has received the benefit of the
documents that this Court ordered produced in the 2004 Order,
the Trustee should not be forced to file a proof of claim
prematurely. For the reasons stated above, and pursuant to Fed.
R. Bankr. P. 3003(3) and 9006(b), the Trustee hereby requests an
additional sixty (60) days to file its proof of claim through
and including August 5, 2002,

The Trustee represents that, until he has received the benefit
of the documents that this Court ordered produced in the 2004
Order, the Trustee should not be forced to file a proof of claim

Therefore, the Trustee believes that there is sufficient cause
for the Court to grant a further extension of time for the
Trustee to file a proof of claim through and including August 5,
2002. (PSINet Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

QUALITECH STEEL: Inks Pact to Sell All Assets to Nucor for $37MM
Nucor Corporation (NYSE: NUE) has entered into an agreement to
purchase substantially all of the assets of Qualitech Steel SBQ
LLC for $37 million. The agreement is subject to satisfactory
resolution by Nucor of due diligence, regulatory approvals, tax
matters, and utility, equipment and other contracts.

The timing for start-up of this facility will depend upon how
quickly regulatory approvals can be obtained.  Nucor is in
discussions with Mitsubishi Corporation concerning an equity
participation in the venture.  Mitsubishi would assist in
providing technology to allow the venture to quickly produce
high quality special bar quality steel suitable for the most
demanding applications.

"The addition of the Qualitech assets will be a strong
complement to our long products strategy and will make Nucor a
significant participant in the special bar quality steel
market," said Dan DiMicco, Nucor's Vice Chairman, President and
Chief Executive Officer.

The Qualitech SBQ Bar Mill facility, which originally began
operations in 1998, is located in Pittsboro, Indiana and has an
annual capacity of approximately 500,000 tons.

Nucor is the largest steel producer in the United States and is
the nation's largest recycler.  Nucor and affiliates are
manufacturers of steel products, with operating facilities in
ten states.  Products produced are: carbon and alloy steel -- in
bars, beams, sheet and plate; steel joists and joist girders;
steel deck; cold finished steel; steel fasteners; metal building
systems; and light gauge steel framing.

Qualitech, weighed-down by cheap imported steel streaming in the
U.S. markets, shutdown its operations in early 2001 and laid off
its workforce. Its founders wound up in bankruptcy court.

REPUBLIC TECH: Court Okays Cartersville Plant Sale to Ameristeel
Republic Technologies International LLC, the nation's leading
producer of special bar quality steel, announced that the U.S.
Bankruptcy Court in Akron, Ohio, has approved the sale of its
cold-finished bar plant in Cartersville, Georgia, to AmeriSteel
Corp., Tampa, Florida, a majority-owned affiliate of Gerdau,

AmeriSteel plans to continue production at the 92,000-square-
foot facility, with the current workforce. Cartersville has an
annual production capacity of 60,000 tons. The transaction is
expected to be completed by the end of the week.

Republic Technologies International, based in Fairlawn, Ohio, is
the nation's largest producer of high-quality steel bars. With
nearly 4,000 employees and 2001 sales of approximately $1
billion, Republic was included in Forbes magazine's 2001 and
2000 lists of the largest U.S. private companies. Republic has
plants in Canton, Massillon and Lorain, Ohio; Beaver Falls,
Pennsylvania; Chicago and Harvey, Illinois; Gary, Indiana;
Lackawanna, N.Y.; and Hamilton, Ontario. The company's products
are used in demanding applications in the automotive,
agricultural, aerospace, off-highway, industrial machinery and
energy industries.

RICA FOODS: Antonio Ecevarria Discloses 17% Equity Stake
Comercial Angui, S.A., a Costa Rica company, and the sole
shareholder of Angui, Mr. Antonio Echeverria of Costa Rica,
beneficially own 2,238,655 shares of Rica Foods, Inc.,
representing 17.0% of the outstanding common stock of Rica
Foods.  The Company and Mr. Echeverria hold sole power to both
vote or direct the voting of, and to dispose of, or direct the
disposition of the stock so held.

Rica Foods, Inc., through its wholly owned subsidiaries, is the
largest poultry producer in Costa Rica. It posted a working
capital deficiency of about $11 million on March 31, 2002.

ROHN INDUSTRIES: Fails to Maintain Nasdaq Listing Standards
ROHN Industries, Inc. (Nasdaq: ROHN), a global provider of
infrastructure equipment for the telecommunications industry,
intends to take the actions necessary to maintain the Company's
listing on the Nasdaq National Market. The Company stated that
it has received a letter dated June 13, 2002, from The Nasdaq
National Market, Inc. advising the Company that for the last 30
consecutive trading days, the price of the Company's common
stock has closed below the minimum $1.00 per share requirement
for continued listing on the Nasdaq National Market. The Company
has until September 11, 2002 to regain compliance. Nasdaq
notified the Company that if the bid price of the Company's
common stock does not close at $1.00 per share or more for a
minimum of 10 consecutive trading days before September 11,
2002, Nasdaq will provide the Company with written notification
that the Company's securities will be delisted from the Nasdaq
National Market. If that were to occur, the Company may at that
time appeal the delisting to a Nasdaq Listing Qualifications

The Company indicated that one of the actions it is considering
to regain compliance with the requirements for continued listing
on the Nasdaq National Market is seeking shareholder approval to
implement a reverse stock split to increase the Company's share
price above $1.00 per share. If the Company determines to
proceed with a reverse stock split, it will determine the exact
terms and timing of the reverse stock split and announce that
information once it is finalized.

ROHN Industries, Inc. is a leading manufacturer and installer of
telecommunications infrastructure equipment for the wireless and
fiber optic industries. Its products are used in cellular, PCS,
fiber optic networks for the Internet, radio and television
broadcast markets. The company's products include towers,
equipment enclosures, cabinets, poles and antennae mounts, as
well as design and construction services. ROHN has manufacturing
locations in Peoria, Ill.; Frankfort, Ind.; and Bessemer, Ala.

ROWE COMPANIES: Completes Debt Workout & Cuts Down Debt by $14MM
The Rowe Companies (NYSE: ROW), a leading furniture manufacturer
and retailer, reported operating results for the second quarter
ended June 2, 2002.

Net shipments increased 2.9%, to $80.3 million, compared with
$78.0 million for the same period last year. Gross profit
margins increased to 34.5% for the second quarter, up from 31.5%
for the same period last year. The Company recognized $2.3
million in restructuring charges, store closing costs and
certain other expenses in the second quarter related to the
consolidation of its two retail units and store closings.
Excluding these charges, net earnings would have amounted to $95
thousand compared to a loss of $4.9 million for the prior year
period. Including the restructuring charges and other expenses,
net losses for the second quarter amounted to $1.4 million.

For the six-month period, net shipments increased 2.2%, to
$161.9 million from $158.5 million for the prior year. Gross
profit margins increased to 34.1% from 32.2%. Excluding the $2.3
million in restructuring charges, store closing costs and
certain other expenses, net income for the six-month period
ended June 2, 2002 would have amounted to $794 thousand. This
compares to a loss of $5.7 million for the corresponding prior
year period. Including the restructuring charges and other
expenses, net losses for the six-month period amounted to $667

"We continue to see tremendous improvement in our manufacturing
operations, from greater sales penetration, production
efficiencies and improved quality control," said Gerald M.
Birnbach, Chairman and President. "Our retail operations
continue to struggle somewhat due to the mixed economic
situation, but progress has been made in reducing overall costs.
As we complete the consolidation of our retail units in the
third quarter, we expect improving results in the second half of
the year, particularly in the fourth quarter. Finally, we
completed the restructuring of our financing arrangements, and
we have also reduced our total outstanding debt by approximately
$14.1 million. We still have a long way to go, but we are
pleased with the progress to date. We will continue to work to
further improve our operating results and financial health."

The Rowe Companies is comprised of Rowe Furniture, a major
manufacturer of quality upholstered furniture; The Mitchell Gold
Co., an upholstered furniture manufacturer serving some of the
nation's leading specialty retailers; and Storehouse, Inc., a
60-store retail furniture chain doing business under both the
Storehouse and Home Elements names.

SAFETY-KLEEN: Pursuing $2.6MM Preference from MP Environmental
Safety-Kleen Services, represented by Jeffrey C. Wisler of
Connolly Bove Lodge & Hutz of Wilmington, brings suit against MP
Environmental Services, 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 MPES on
dates in March, April, May and June, 2000, within 90 days of the
Petition Date, in at least amounts totaling $2,646,049.  These
transfers were on account of an antecedent debt owed by one or
more of the Debtors to MPES, and the transferring Debtors were
insolvent at the times of the transfers.  As a result of these
transfers, MPES 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 MPES
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 MPES in the amount of $2,646,049, plus
pre- and post-judgment interest, and their costs.  Further, the
Debtors want MPES' claims against these estates disallowed if
MPES refuses to return the transfers. (Safety-Kleen Bankruptcy
News, Issue No. 40; Bankruptcy Creditors' Service, Inc.,

SEPP'S GOURMET: Starts Initiatives to Maximize Shareholder Value
In February 2002 Sepp's Gourmet Foods Ltd. (TSE:SGO) retained
the services of the Vancouver-based investment banking firm
Capital West Partners to assist in evaluating various strategies
to maximize shareholder value.

Dr. Peter Geib, Chairman and CEO announces that, based on advice
received from Capital West, the Board of Sepp's has concluded
that maximizing shareholder value can best be achieved through
improving operational efficiencies and by a re-commitment to
pursuing strategic alliances with other manufacturers.

Said the President, Tom Poole: "After a year of uncertainty,
Sepp's can once again focus on its core business.  Management
has made a commitment to a "back to basics" approach, with the
same kind of attitude that fuelled the Company's growth during
the '90's".

SOLECTRON CORP: Third-Quarter Net Loss Jumps to $284 Million
Solectron Corporation (NYSE: SLR), a leading provider of
electronics manufacturing and supply-chain management services,
reported third-quarter sales of $3 billion and a loss of 4 cents
per diluted share, excluding a loss of 31 cents per share from
restructuring and impairment charges and extraordinary gains.
Results were within the range of the company's guidance of $2.7
billion to $3.1 billion in sales and a 6- to 4-cent loss per
diluted share, excluding restructuring and impairment charges
and extraordinary gains.

In the quarter ended May 31, Solectron reported a net loss of
$284 million. In the same period last year, Solectron had sales
of $4 billion and a net loss of $186 million. Third-quarter
results included pre-tax restructuring and impairment charges of
$313 million in fiscal 2002 and $285 million in fiscal 2001, and
after-tax extraordinary gains of $2.6 million in fiscal 2002.

"In the face of weak end-market conditions, we are taking the
right actions for our business," said Koichi Nishimura,
Solectron chairman, president and chief executive officer. "We
continued to improve key performance metrics, including working
capital and gross margins, and to strengthen our balance sheet.
Once again, we ended the quarter with a strong cash position,
and we continue to win business from current and new customers.

"We are also making significant progress executing our long-term
strategy. We are steadily implementing our restructuring
program, which will help us meet short- and long-term needs. We
have the model for success, and we are confident in our future
to provide tailored, complete supply-chain solutions that make
our customers more competitive."

In the quarter, Solectron gained new business from several
companies, including Alcatel, Apple, Handspring, IBM and Maytag.
The company also began producing optical networking equipment
under a primary supplier agreement with Lucent Technologies, and
providing manufacturing services for NEC Corporation's server,
workstation and storage products in Japan.

Separately today, Solectron said it plans to reduce its debt in
the fourth quarter through a tender offer to purchase
approximately $1.5 billion principal amount at maturity of its
2.75 percent Liquid Yield Option(TM) Notes with approximately
$900 million of cash on hand.

                      Fourth-Quarter Guidance

The company established its guidance for the fiscal fourth
quarter, which ends Aug. 31. Solectron expects sales to range
from $2.8 billion to $3.1 billion. Excluding restructuring and
impairment charges and extraordinary items, the company expects
a loss ranging from 5 to 3 cents per diluted share.

                        Nine-Month Summary

For the first nine months of fiscal 2002, Solectron reported
sales of $9 billion, compared with $15 billion in the year-
earlier period. The company reported a net loss of $463 million
compared with net income of $127 million in the same period last
year. Excluding pre-tax restructuring and impairment charges of
$561 million, and after-tax extraordinary gains of $31.7
million, Solectron had a loss of $60 million, or 8 cents per
diluted share, in the first nine months of fiscal 2002.

Solectron plans to announce fiscal 2002 fourth-quarter and year-
end results Monday, Sept. 23; fiscal 2003 first-quarter results
Thursday, Dec. 19; second-quarter results Thursday, March, 20;
third-quarter results Thursday, June, 19; and fourth-quarter and
fiscal year-end results Monday, Sept. 22.

Solectron -- provides a full range
of global manufacturing and supply-chain management services to
the world's premier high-tech electronics companies. Solectron's
offerings include new-product design and introduction services,
materials management, high-tech product manufacturing, and
product warranty and end-of-life support. Solectron, based in
Milpitas, Calif., is the first two-time winner of the Malcolm
Baldrige National Quality Award.

                          *    *    *

As reported in Troubled Company Reporter's March 27, 2002
edition, Fitch Ratings has lowered Solectron Corporation's
ratings as follows: senior bank credit facility from 'BBB-' to
'BB', senior unsecured debt from 'BBB-' to 'BB', and the
Adjustable Conversion Rate Equity Security Units from 'BB+' to
'B+'. The Rating Outlook remains Negative.

The downgrades reflect the prolonged, significant reduction in
demand from Solectron's customers, which continues to weaken
operational performance and credit protection measures. In
addition, with the delay in new business as customers defer
ramping new projects in the face of continuing weak end-markets,
Fitch believes any sustainable recovery will not materialize in
2002. The ratings also consider Solectron's top-tier position in
the electronic manufacturing services (EMS) industry, diversity
of end-markets and geographies, recent improvements in its
capital structure, solid cash position, and recent working
capital improvements albeit in an industry downturn. The
Negative Rating Outlook indicates that if adverse market
conditions persist, outsourcing contracts do not materialize
from new customers, the company makes significant cash
acquisitions, or if it is unsuccessful in execution of planned
cost reductions the ratings may continue to be negatively

SOLUTIA: Fitch Lowers Low-B Level Secured & Unsecured Ratings
Fitch Ratings has lowered Solutia Inc.'s (Solutia) bank facility
rating to 'BB' from 'BB+' and lowered the senior unsecured debt
rating to 'B+' from 'BB'. Fitch has assigned a rating of 'B+' to
the proposed $250 million senior secured notes that Solutia
plans to issue. Solutia's commercial paper rating of 'B' has
been withdrawn. The ratings remain on Rating Watch Negative.
The ratings downgrade is based on heightened refinancing risk
associated with the $150 million maturity due October 2002 and
the $800 million credit facility that is up for renewal in
August 2002. Refinancing plans have been delayed a number of
times and remain incomplete while the maturity dates for the
bank facility and $150 million bond approach. The risk related
to the polychlorinated biphenyls (PCBs) contamination litigation
in Anniston, Alabama may hinder Solutia's refinancing efforts.

The two-notch difference between the bank facility rating and
rating for the senior notes reflects the bank facility's
superior collateral position relative to that of the senior
notes. The bank facility is expected to be collateralized by
first liens on certain receivables, inventories, and domestic
and foreign property. The bank facility collateral package is
also expected to include a second lien on certain other domestic
property. The existing bondholders are expected to share first
and second liens with the bank facility on certain domestic
property. The new bondholders would have a second lien on
certain domestic receivables and inventories. The collateral
pledged to the new notes differs and is slightly stronger than
the collateral pledged to the existing notes; however, the
difference is not sufficient to warrant a higher rating than the
existing notes.

The Rating Watch Negative status reflects continuing concerns
surrounding the company's ability to refinance approximately one
half of its $1.23 billion debt. If it appears that the
refinancing will not be completed in a timely fashion, Fitch may
downgrade Solutia's ratings further.

Solutia's ratings are supported by the company's diverse
business portfolio, integrated nylon position, and the brand
recognition of some of its major product lines (e.g. Wear-Dated
carpet and Saflex plastic interlayer). Weak economic conditions
have pressured the company's earnings in recent years. Lower
earnings, together with Solutia's high debt level, have weakened
the company's credit statistics.

For the trailing 12-month period ending March 31, 2002, EBITDA-
to-interest remained the same at 2.8 times (x) relative to the
end of 2001. For the same period, total debt-to- EBITDA has
declined to 4.8x from 5.1x at the end of 2001. These credit
ratios are expected to remain close to these levels in 2002.
Capital spending is expected to be at lower levels than in
previous years. Due to cyclically lower earnings, free cash flow
will likely not allow significant debt reduction until after

Solutia is a specialty chemical company with $2.8 billion in
sales in 2001. This diverse company produces films, resins, and
nylon plastics and fibers for domestic and international
markets. Some of Solutia's products are name brands, such as
Saflex plastic interlayer for windows and Wear-Dated carpet
fibers. End-use markets for Solutia's products include
construction and home furnishings, automotive,
aviation/transportation, electronics, and pharmaceuticals.

SPORTS CLUB: Elects George J. Vasilakos as New Board Member
On June 5, 2002, The Sports Club Company, Inc.'s Board of
Directors unanimously elected George J. Vasilakos as a member of
the Board to fill the vacancy created when the Board of
Directors was increased in size from six to seven members.

The Sports Club Company (SCC) operates four sports and fitness
clubs (the Clubs) under The Sports Club/LA name in Los Angeles,
Washington D.C. and at Rockefeller Center and the Upper East
Side in New York City. The Company also operates the Sports
Club/Irvine, The Sports Club/Las Vegas and Reebok Sports
Club/NY. SCC's Clubs offer a wide range of fitness and
recreation options and amenities, and are marketed to affluent,
health-conscious individuals who desire a service-oriented club.
The Company's subsidiary, The SportsMed Company, operates
physical therapy facilities in some Clubs.

On March 31, 2002, Sports Club posted a current working capital
deficit of about $20 million.

SUNTERRA CORP: Maryland Court Confirms Plan of Reorganization
Sunterra Corporation announced that the United States Bankruptcy
Court for the District of Maryland (Baltimore Division) had
confirmed Sunterra's Chapter 11 Plan of Reorganization. The Plan
received the support of all of Sunterra's major creditor groups.
Sunterra expects to conclude its arrangements with Merrill Lynch
Mortgage Capital, Inc. for a $300 million exit financing
facility shortly and will then emerge from the Chapter 11 cases.
Sunterra and certain of its subsidiaries filed for
reorganization under Chapter 11 on May 31, 2000.

"We are extremely pleased with the results of [Thurs]day's
confirmation hearing and the Court's action," said Nick Benson,
CEO of Sunterra. "We are gratified by the willingness of our
creditors and other parties to address the issues created by our
Chapter 11 filing and to facilitate our return to normal
operations with a streamlined capital structure and a new
business plan," Mr. Benson added. "We extend our thanks to our
customers, vendors, employees, professional advisers and others
who supported us in this process."

"The Jay Alix & Associates team is also very pleased with the
successful conclusion to the Sunterra reorganization process,"
said Greg Rayburn, Chief Restructuring Officer for Sunterra.

Sunterra Corporation is one of the world's largest vacation
ownership companies, with owner families and resorts in North
America, Europe, the Pacific and the Caribbean.

TIG INSURANCE: Fitch Assigns BB Rating to Parent's Senior Debt
Fitch Ratings has revised its Rating Outlook to Negative from
Stable for the debt securities of Fairfax Financial Holdings
Limited and the Insurer Financial Strength ratings of the
Fairfax Primary Insurance Group. The Stable Rating Outlook of
the Odyssey Re Group is unaffected. Fitch has also removed TIG
Insurance Group from the Fairfax Primary Insurance Group for
rating purposes, and downgraded its Insurer Financial Strength
Rating one notch to 'BBB' from 'BBB+' and assigned a 'BB' rating
to the outstanding senior debt of its parent -- TIG Holdings,
Inc. The Rating Outlook for TIG is Negative.

These actions largely reflect: (1) TIG's moderate capitalization
combined with a decline in market profile of TIG during 2002
following the downgrade by various rating agencies in late 2001,
management changes and business restructuring, (2) increased
uncertainty in Fitch's view as to the levels of holding company
cash resources that will be maintained at Fairfax in light of
its moderate financial flexibility, sizable internal and
external debt maturities in 2003 and the inability of the Crum &
Forster Insurance Group and TIG to pay parental dividends in
2002 and likely 2003.

Although Fairfax has a number of realistic alternatives to
address maturing debt such as refinancing, tapping its committed
bank facility, monetizing existing assets and/or taking sizable
subsidiary dividends from non-U.S. subsidiaries, Fitch is
concerned that upcoming debt maturities could potentially
further strain holding company cash resources despite the
expectation of improving operating results. Importantly, due to
regulatory restrictions tied to negative unassigned funds at the
statutory level, Fitch would expect upstream dividend paying
ability at U.S. subsidiaries CFI and TIG to lag expected
earnings improvements by 2-3 years.

Additionally, the proposed initial public offering of a minority
stake in Crum & Forster Holdings, Inc., a core asset of Fairfax,
is viewed by Fitch as a potential near-term positive for
Fairfax, but potentially negative longer term as future expected
parental dividends could be significantly reduced. Furthermore,
this viewpoint considers Fairfax's sizable debt levels and
parental dividend/earnings capabilities of the remaining
subsidiaries if TIG is unable to pay parental dividends for an
extended period due to its moderate statutory capital position.

Fairfax Financial Holdings Limited is a publicly traded
insurance holding company that is listed on the Toronto Stock
Exchange with operating subsidiaries primarily engaged in
property/casualty insurance, reinsurance and insurance claims
management services. The company had assets of C$34.8 billion
and shareholders' equity of C$3.3 billion at March 31, 2002.


Fairfax Financial Holdings Limited

      --Senior Debt       Affirm     'BB+' / Negative.

TIG Holdings, Inc.

      --Senior Debt       Assign     'BB' / Negative;
      --Trust Preferred   Assign     'BB-' / Negative.

Members of The Fairfax Primary Insurance Group (see list below)

      --Insurer Financial Strength   Affirm    'BBB+' / Negative.

Odyssey Re Group (see list below)

      --Insurer Financial Strength   Affirm    'A-' / Stable.

Members of the TIG Insurance Group (see list below)

      --Insurer Financial Strength   Downgrade  'BBB' / Negative.

The members of the Fairfax Primary Insurance Group are:

                Commonwealth Insurance Co.
                Commonwealth Insurance Co. of America
                Zenith Insurance Co.
                Federated Insurance Co. of Canada
                Industrial County Mutual Insurance Co.
                Crum & Forster Insurance Co.
                Crum & Forster Underwriters of Ohio
                Crum & Forster Indemnity Co.
                The North River Insurance Co.
                United States Fire Insurance Co.
                Lombard General Insurance Co. of Canada
                Lombard Insurance Co.
                Markel Insurance Co. of Canada

The members of the Odyssey Re Group are:

                Compagnie Transcontinentale De Reassurance
                Odyssey America Reinsurance Corp.
                Odyssey Reinsurance Corp.

The members of the TIG Insurance Group are:

                Fairmount Insurance Company
                Ranger Insurance Co.
                TIG American Specialty Ins. Company
                TIG Indemnity Company
                TIG Insurance Company
                TIG Insurance Company of Colorado
                TIG Insurance Company of New York
                TIG Insurance Company of Texas
                TIG Insurance Corporation of America
                TIG Lloyds Insurance Company
                TIG Premier Insurance Company
                TIG Specialty Insurance Company

TAUBMAN CENTERS: S&P Ratchets Credit Rating Down to Low-B's
Standard & Poor's lowered its corporate credit ratings on
Taubman Centers Inc. and Taubman Realty Group L.P. to double-
'B'-plus from triple-'B'-minus. In addition, the rating on
Taubman's $200 million of preferred stock is lowered to single-
'B'-plus from double-'B'. The outlook on both entities is also
revised to stable from negative.

The downgrades reflect the combined impact of the recently
completed, but not yet stabilized, development projects, and a
weaker retail leasing environment on the company's financial
profile, including debt service coverage measures and general
financial flexibility. The revised ratings remain supported by
Taubman's experienced management team and seasoned existing
portfolio of highly productive regional and super-regional

Bloomfield Hills, Michigan-based Taubman has roughly $2 billion
in assets (on a book value basis) and owns interests in 18
regional malls, encompassing nearly 17 million square feet (sq.
ft.), including four recently completed development projects.
Having completed a major restructuring in early 1999, Taubman
shifted its financing strategy from that of an unsecured
borrower to an asset-level secured borrower, while leveraging
its stabilized core portfolio to pursue a development-driven
growth strategy. This stabilized core portfolio of 14 malls
encompasses nearly 16 million sq. ft. of retail space (including
nine million sq. ft. of anchor space), located in seven
different states. These malls generate above-average sales per
sq. ft. of roughly $450, and garner industry-leading rental
rates. A more challenging leasing environment has pushed year-
over-year occupancy rates to 89% from 91%, excluding the
recently completed development pipeline. While Taubman has
always experienced greater vacancy due to management's focus on
pushing rental rates, the slow lease-up of newly completed malls
is expected to keep overall occupancy rates below the
portfolio's historical average (85% versus 91%). In the near-
term, sales volume and rental rates are expected to continue to
improve (albeit at a decreasing rate), thus helping maintain
positive rental rate spreads.

Taubman has opened five new regional malls since refocusing its
growth strategy on development: one in 1999 and four in 2001.
The 2001 openings include Dolphin Mall in Miami, Florida;
Wellington Green in Palm Beach, Florida; Willow Bend in Plano,
Texas; and International Plaza in Tampa, Florida When Taubman
initiated these development projects, the primary credit
concerns were the related capital requirements (just more than
$1 billion) and the potential for asset quality dilution
relative to the core portfolio (resulting from the value-
oriented and mid-market assets). Despite Taubman's extensive
experience in the mall development arena, poor economic timing
and the dual challenges of delivering a large amount of space
into saturated retail markets (such as southern Florida and
Dallas) are having a noticeable impact on leasing velocity and
rental rates. While Taubman successfully funded the pipeline
with construction loans, joint venture equity, and credit
facility borrowings, the construction loans will need to be
refinanced during the next one to two years (excluding extension
options). If property-level performance does not match
expectations, Taubman could be challenged to harvest additional
capital (beyond construction loan balances) from permanent

The current development pipeline includes two shopping centers
in progress and another deep in the pre-development phase: The
Mall at Millenia, a 1.2-million-sq.-ft. high-end regional mall
in Orlando, Florida; and Stony Point, a smaller, 690,000-sq.-ft.
open-air regional mall in Richmond, Virginia These malls are
expected to open in the next six to 18 months and are budgeted
to cost roughly $450 million. Both of these projects are
experiencing moderate pre-leasing activity; however, the long
stabilization period for regional malls means their longer-term
success may not be assessable for sometime. Another potential
project is in Oyster Bay (Long Island), New York. While this
project has yet to receive zoning approval, the company
continues to invest capital, and has lined up two potential
anchors (Lord & Taylor and Neiman Marcus).

Taubman's financing strategy of pursuing secured property-level
mortgage debt (which is typical for the mall sector) has
resulted in a somewhat more highly leveraged, but probably more
manageable, capital structure. Driven largely by the funding
needs of the increase in development activity, leverage has
increased to the low-60% range today from the mid-50% range in
1999 (based on a fully-consolidated estimated market-value).
These borrowings have come in the form of credit facility
drawdowns, project-level construction financing (generally
leveraged at 70% of total cost), and increased borrowing levels
on the refinancing of existing encumbered assets. This financing
strategy has produced a more manageable debt maturity schedule.
Excluding the construction loans and secured credit facility
(recently renegotiated and secured by two malls), Taubman has
roughly $430 million of mortgages maturing during the next six
years. Taubman's construction loan maturity schedule may be more
challenging, however, with $450 million in loans maturing during
the next three years.

Despite the very favorable recent interest rate environment,
debt service coverage measures have been negatively impacted by
the heightened development activity, as well as by softer
occupancy at some existing properties. Capitalized interest from
the new developments and the poorer-than-expected leasing
performance of these recently completed projects has negatively
impacted fixed charge coverage. This measure was 1.67 times at
year end 2001, down from 2.08x in 1999. However, Taubman's free
cash flow (Standard & Poor's calculation of FFO, less
distributions and various capital expenditures) of roughly $60
million has been improving and should continue to benefit from
the increased size of the core operating portfolio. In addition,
while development activity remains a strategic focus, management
appears to be committed to pursuing future projects at a more
modest level, recognizing greater efficiency in its operations,
and selectively recycling lower growth assets to bolster
internal liquidity.

                     OUTLOOK: STABLE

Taubman's seasoned existing portfolio generates a very stable
cash flow stream. In addition, recently completed development
projects, while lower yielding than expected, will shift from
being a drag on earnings to becoming a modest contributor. The
outlook does incorporate expectations for a more tempered
development pace going forward and assumes occupancy pressure
within the stabilized portfolio will moderate.


                                    To          From

Taubman Realty Group L.P.        BB+/Stable  BBB-/Negative
Taubman Centers Inc.             BB+/Stable  BBB-/Negative
$200 mil. 8.3% redeemable
  preferred stock                   B+          BB

USG CORP: Asks Court to OK Investment Guidelines Modifications
Paul N. Heath, Esq., at Richards, Layton & Finger explains that,
since the Petition Date, USG Corporation and its debtor-
affiliates have "accumulated a significant amount of cash and
expect to continue to accumulate cash" during the course of
these Chapter 11 cases. The Debtors have gone from having less
than $100 million in cash to approximately $500 million in cash

The Debtors believe they could materially increase the return on
their investments, without any material increased investment
risk if:

         1) their investments are permitted to have a Maximum
            Duration of up to two years, and

         2) the maximum permitted Average Weighted Maturity of
            their investment portfolio is extended to 180 days.

These modifications, Mr. Heath continues, would likely increase
the return on the Debtors' investments by approximately 20 to 40
basis points (0.2% - 0.4%).  The modifications would increase
the value of the Debtors' estates by $1 million to $2 million
per year based on the Debtors' current cash balances, and by an
even greater amount as the cash balances continue to grow.

Mr. Heath explains that while this would mean the Debtors would
be permitted to make investments of up to two years' duration,
the number and amount of such investments would necessarily be
limited, given that the Average Weighted Maturity of their
investment portfolio must still be 180 days or less. Any minor
investment risk increase resulting from an increase in Maximum
Duration and Average Weighted Maturity will be offset by the
revised Diversification Requirements. He states that the motion
should be granted as maximizing the value of the Debtors'
estates. (USG Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that USG Corporation's 8.500% bonds due 2005
(USG1) are quoted between the prices 79 and 81. See some
real-time bond pricing.

VERADO HOLDINGS: Trustee Wants to Fix August 8 Admin. Bar Date
In order to implement the Plan, the Liquidating Trustee of
Verado Holdings, Inc. wants the U.S. Bankruptcy Court for the
District of Delaware to fix the date requiring requests for
payment of all administrative expenses arising on or after
February 15, 2002 be filed no later than August 8, 2002.

The Liquidating Trustee tells the Court that it needs to know
the nature and extent of the administrative expenses against the
Debtors' estates so that it can be in a position to pay such
claims and commence distributions under the Plan. The
Liquidating Trustee proposes that the Administrative Claim Bar
Date be set at 4:00 p.m. or creditors are forever barred from
asserting that claim.

Administrative Expense Request by the Administrative Claim Bar
Date would apply to each and every administrative expense
arising on or after the Petition Date whether the claim is held
by a governmental entity, taxing agency, trade creditor, or
affiliates of the Debtors. The Administrative Claim Bar Date
shall not apply to:

      a) administrative expense previously allowed by this Court;

      b) fees payable to the United States Trustee pursuant to 28
         USC Sec. 1930.

Verado Holdings, Inc., through its subsidiaries, provides
outsourced services as well as professional services, data
center, and application hosting solutions for various
businesses. The Company filed for chapter 11 protection on
February 15, 2002. When the Debtors filed for protection from
its creditors, it listed $61,800,000 in assets and $355,400,000
in liabilities.

DebtTreaders reports that Verado Holdings Inc.'s 13.000% bonds
due 2008 (VRDO08USR1) are quoted between the prices 9 and 10.
For real-time bond pricing, see

WHEELING-PITTSBURGH: Seeks 7th Extension of Exclusivity Periods
With the ink hardly dry on the agreed order extending Wheeling-
Pittsburgh Steel Corp.'s and its debtor-affiliates' exclusivity
periods for filing a plan and for soliciting acceptances of that
plan for a sixth time, the Debtors filed their seventh motion
seeking a further 91-day extension.

Scott N. Opincar, Esq., at Calfee Halter & Griswold LLP, tells
Judge Bodoh Wheeling-Pittsburgh wants extensions of:

       (i) the period within which the Debtors may exclusively
           file a plan of reorganization to and including
           Monday, September 23, 2002; and

      (ii) the period in which the Debtors may solicit
           acceptances of that plan of reorganization, to
           and including Friday, November 22, 2002.

Since the Petition Date, the Debtors have dealt with a multitude
of complex supply, employee and contract issues that typically
arise in large and complicated Chapter 11 cases.
Simultaneously, the Debtors have been stabilizing operations and
working towards the ultimate goal of constructing a plan of
reorganization by:

       (a) working diligently to determine whether any third
           parties have an interest in acquiring all or a part of
           their facilities; and

       (b) investigating thoroughly various possible
           reconfigurations of the business that would support
           continued operation as a stand alone business.

The Debtors continue to investigate a number of possible options
for the reorganization of their businesses and have kept the
Official Committees apprised of these options.  Recently, the
Debtors have retained an additional advisor (RBC Dain) to assist
them in arranging financing to support a stand-alone plan of
reorganization, and have also agreed with the Official
Noteholders' Committee to retain an additional advisor to pursue
possible sale opportunities.  The Debtors have also negotiated
substantial wage and other concessions from their unions,
salaried workers and numerous suppliers, and have taken other
cost-cutting measures.  These are part of the Debtors'
continuing efforts to eliminate ongoing operating losses and to
support the Debtors' continued business until such time as the
Debtors may file a plan of reorganization and emerge from

Although the Debtors have made significant progress, the Debtors
require additional time to stabilize their operations and to
work out the details of a plan of reorganization with all
affected constituents. In addition, a termination of the
Debtors' exclusivity periods is a triggering event under the
Modified Labor Agreement that the Debtors negotiated with the
United Steel Workers of America, AFL-CIO-CLC, which would
entitle the USWA to terminate that agreement and the many cost-
saving concessions in it.  It is in the best interests of the
Debtors and their estates to avoid that risk and to continue the
exclusivity periods without interruption.

Based on these arguments, the complicated and complex nature of
the Debtors' business and the amount of work that still must be
completed in order to identify the proper plan of
reorganization, the Debtors. Suggest that the requested further
extensions are appropriate.

              The Noteholders' Committee Objects Somewhat

The Official Committee of Unsecured Noteholders, represented by
Jean R. Robertson, Esq., at Hahn Loeser & Parks LLP, complains
that, if this motion is granted, the Debtors will have
controlled the reorganization process for nearly two years --
far too long.

Ms. Robertson commends the Noteholders' Committee for their
patience to date, watching as other steel companies which filed
for bankruptcy protection after these Debtors restructure or
sell their assets and obtain recoveries for their creditors.
The Noteholders' Committee has heretofore deferred to the
Debtors' business judgment as they have pursued the "Byrd Bill"
financing for a stand-alone plan alternative, which has thus far
not been feasible.

Now, as Ms. Robertson knows Judge Bodoh is aware, the state of
the steel market, while still severely depressed, has improved
slightly.  No one can predict how long the improvement will
last, and the Noteholders' Committee believes that it is
imperative that the Debtors seize upon this upswing in the
business to initiate a formal sale process of their business and
assets, even as they continue their efforts to obtain the Byrd

Ms. Robertson suggests that the benefits of the "dual-track"
system are two-fold.  If the financing effort fails, the estates
have an alternative, and if it proves fruitful, the creditors
have a basis for comparison in terms of maximizing their
recoveries.  While the Debtors have agreed to retain an advisor,
subject of course to Judge Bodoh's approval, to provide
restructuring advice and broad-based financial services, as well
as to spearhead a sales process, it is unclear that the Debtors
are willing to pursue sales prospects with the same zeal and
priority that they are according the stand-alone alternative -
which Ms. Robertson intuits is their "clear preference."

Ms. Robertson concludes that it is only through a limitation on
exclusivity that Judge Bodoh and the official committees can
effectively monitor the reorganization process and ensure that
the Debtors are giving each viable reorganization option its
due.  Accordingly, the Noteholders' Committee asks that the
exclusivity extension be limited to one month, with a right to
seek further extensions on a month-to-month basis, subject to
the right of the Official Committee to object. (Wheeling-
Pittsburgh Bankruptcy News, Issue No. 23; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

WHITE ROSE: Files Bankruptcy Assignment Under BIA in Canada
White Rose Crafts and Nursery Sales Limited filed a voluntary
assignment into bankruptcy under the Bankruptcy and Insolvency
Act (Canada) this morning in Toronto. Under the voluntary
assignment, PricewaterhouseCoopers Inc. was named as trustee-in-
bankruptcy in respect of the Corporation.

Shortly thereafter The Bank of Nova Scotia, the senior secured
lender to the Corporation, appointed PricewaterhouseCoopers Inc.
as receiver and manager of the Corporation.

The Receiver intends to continue the operation of the businesses
of the Corporation while attempting to market the business as a
going concern.

WORLDCOM INC: Fitch Hatchets Senior Unsecured Debt Ratings to B
Fitch Ratings has downgraded the senior unsecured debt ratings
for WorldCom, Inc. to 'B' from 'BB'. The rating on its preferred
securities has been downgraded to 'CCC+' from 'B+' and the
quarterly income preferred securities have been lowered to 'C'
from 'B+'. In addition Fitch has withdrawn WorldCom's 'B'
commercial paper rating as there are no outstandings under the
program. The rating action also applies to Intermedia
Communications senior unsecured debt, which has been lowered to
'B-' from 'BB-'. The ratings on Intermedia's preferred
securities have been lowered to 'CCC' from 'B'. All of the
company's ratings have been placed on Rating Watch Negative.

This rating action follows the company's announcement to defer
interest payments on the Cumulative Quarterly Income Preferred
Securities issued by MCI Capital I. While Fitch recognizes the
company's effort to conserve cash through the deferment of
payments on the QUIPS, the elimination of the MCI dividend,
reduction of capital expenditures, and the exit of the wireless
reseller business, Fitch believes that these are signs that
point to the extent the current difficult industry dynamics
coupled with the potential for continued customer network re-
grooming and churn are pressuring the company's ability to
generate free cash flow to the level of the company's guidance.

Generation of free cash flow will be critical for the company to
service upcoming debt maturities. The company will have
approximately $3.2 billion of maturities, including
approximately $1.5 billion of re-marketable or putable
securities maturing in 2003, and an additional $2.6 billion in
2004. Fitch anticipates that, in the current circumstances, the
company will have limited access to capital markets constraining
its financial flexibility. Absent significant improvements in
free cash flow, Fitch acknowledges the potential for a
restructuring, given the significant maturities in 2003, 2004
and beyond.

While the company indicates that it is making good progress with
negotiating its bank facility, the process has taken longer than
expected, elevating the potential risk that the company may not
be able to obtain a facility with the size and terms that were
previously indicated.

The Rating Watch Negative is reflective of the uncertain outcome
of the company's negotiations with its bank group. The Rating
Watch Negative will be resolved pending review of the final
terms and conditions of the bank facility.

DebtTraders reports that Worldcom Inc.'s 11.250% bonds due 2007
(WCOM07USR4) are quoted between the prices 45 and 50. See
for more real-time bond pricing.

YOUBET.COM: Names Ex-Ill. Gov. Jim Edgar to Board of Directors
--------------------------------------------------------------, Inc. (Nasdaq:UBET), the leading online live event
and wagering company, announced the appointment of former
Illinois Governor Jim Edgar to its Board of Directors, effective
June 19, 2002.

Gov. Edgar's career in government spans 30 years. He served in
the Illinois executive branch for 20 years, including two 4-year
terms as Illinois's 38th Governor and 10 years prior to that as
Secretary of State. He worked in the legislative branch of
government for 10 years, which included his election to the
Illinois House of Representatives.

Gov. Edgar also has a keen interest in the horse racing
industry. As Governor, he crafted legislation that allowed horse
racing to remain competitive with the rapidly growing riverboat
casino industry. He also created laws to improve housing
conditions for workers and their families at Illinois tracks.
Since leaving the Governor's Office in January 1999, Gov. Edgar
and members of his family have engaged in raising and racing
thoroughbreds and standardbreds.

It has been said that Jim Edgar was the right governor at the
right time for Illinois. After he had inherited a state
teetering on bankruptcy, Gov. Edgar restored fiscal stability
and integrity to the state by downsizing and restructuring state
government. When he entered office in 1991, the state was $1
billion in debt. When he left office in 1999, the state had a
$1.5 billion surplus. Upon leaving office, the Chicago Tribune
stated that Gov. Edgar's "instincts and motives were as sound as
those of any governor the state has had." Gov. Edgar left the
office with the highest approval rating in state history, which
prompted a Chicago newspaper columnist to state that Gov.
Edgar's popularity in Illinois was "second only to Michael

"Jim Edgar is a perfect addition to the Board. He
brings not only a wealth of knowledge and experience in public
policy issues, but also a passion for the horse racing
industry," said David Marshall, Chief Executive Officer of "We are extremely pleased to have someone as
accomplished and distinguished as Gov. Edgar on the
Board and are eager to gain from his insights."

Gov. Edgar commented: "Joining the Board of is an
extraordinary opportunity for me to combine my expertise in
government with my enthusiasm for the horse racing industry. is widely considered to be one of the most respected
names in the horse racing business, and I look forward to
assisting in achieving its long-term vision and
business goals."

Gov. Edgar is currently a Distinguished Fellow at the University
of Illinois' Institute of Government and Public Affairs, and
lectures at other colleges and universities throughout Illinois.
In the fall of 1999, he was a resident fellow at the John F.
Kennedy School of Government at Harvard University. Gov. Edgar
also serves as a senior advisor at KemperLesnik Public Affairs,
a division of Chicago-based KemperLesnik Communications, and on
a variety of corporate and not-for-profit boards of directors.

Gov. Edgar is a 1968 graduate of Eastern Illinois University. He
and his wife, Brenda, have two adult children.

In the United States, provides network members the
ability to watch and, in most states, the ability to wager on a
wide selection of coast-to-coast thoroughbred and harness horse
races via its exclusive closed-loop network. Members have 24-
hour access to the Youbet Network's features including live
racing from a choice of over 80 racetracks representing all
major racetracks, in the U.S., Canada and Australia such as
Mountaineer, Churchill Downs, Hollywood Park, Belmont Park,
Delaware Park, Arlington, Pimlico, Oaklawn, Del Mar, Aqueduct,
Saratoga, Santa Anita Park, Gulfstream Park and Golden Gate
Fields. Other Network features include commingled track pools,
live audio/video, up-to-the minute track information, real-time
wagering information and value-added handicapping products.
Youbet Network customers enjoy live coverage from and wagering
accessibility to all major racetracks in 40 states, representing
virtually 100% of major horse racing content.

                           *   *   *

As previously reported,, Inc. (Nasdaq: UBET),
announced that it received a determination from the staff of The
Nasdaq Stock Market on May 16, 2002, that the Company has failed
to comply with the minimum bid price requirements for continued
listing set forth in Nasdaq's Marketplace Rule 4450(a)(5), and
that its securities are therefore subject to delisting from the
Nasdaq National Market.

The Company had previously announced, on March 7, 2002, that it
expected to receive the staff determination in the event that
the common stock did not trade on the Nasdaq National
Market with a minimum bid price of at least $1.00 for ten
consecutive trading days prior to May 15, 2002. is requesting a hearing before a Nasdaq Listing
Qualifications Panel to review the determination.'s
hearing request will stay the delisting of the Company's
securities pending the panel's decision.

* BOND PRICING: For the week of June 24 - June 28, 2002

Issuer                                Coupon  Maturity  Price
------                                ------  --------  -----
ABGenix Inc.                           3.500%  03/15/07    74
Adelphia Communications                7.875%  05/01/09    45
Adelphia Communications                8.375%  02/01/08    46
Adelphia Communications                9.875%  03/01/07    46
Adelphia Communications               10.250%  06/15/11    47
Adelphia Communications               10.875%  10/01/10    47
AES Corporation                        4.500%  08/15/05    57
AES Corporation                        8.000%  12/31/08    70
AES Corporation                        8.750%  06/15/08    74
AES Corporation                        8.875%  02/15/11    67
AES Corporation                        9.375%  09/15/10    71
AES Corporation                        9.500%  06/01/09    70
Alternative Living Services (Alterra)  5.250%  12/15/02     4
American Tower Corp.                   9.375%  02/01/09    64
American & Foreign Power               5.000%  03/01/30    61
Armstrong World Industries             9.750%  04/15/08    50
Atlas Air Inc.                         9.250%  04/15/08    51
AT&T Corp.                             6.500%  03/15/29    74
Bethlehem Steel                        8.450%  03/01/05    14
Borden Inc.                            7.875%  02/15/23    60
Borden Inc.                            9.250%  06/15/19    61
Boston Celtics                         6.000%  06/30/38    65
Burlington Northern                    2.625%  01/01/10    75
Burlington Northern                    3.200%  01/01/45    49
Burlington Northern                    3.800%  01/01/20    68
Case Corp.                             7.250%  01/15/16    74
Centennial Cell                       10.750%  12/15/08    60
Century Communications                 8.875%  01/15/07    34
Charter Communications, Inc.           5.750%  10/15/05    60
Cincinnati Bell Telephone (Broadwing)  6.300%  12/01/28    70
CIT Group Holdings                     5.875%  10/15/08    74
Comcast Corp.                          2.000%  10/15/29    24
Comforce Operating                    12.000%  12/01/07    60
Cox Communications Inc.                0.348%  02/23/21    68
Cox Communications Inc.                0.426%  04/19/20    41
Cox Communications Inc.                3.000%  03/14/30    27
Cox Communications Inc.                7.750%  11/15/29    29
Cox Communications Inc.                7.750%  11/15/29    29
Critical Path                          5.750%  04/01/05    63
Critical Path                          5.750%  04/01/05    63
Crown Castle International             9.000%  05/15/11    74
Crown Castle International             9.375%  08/01/11    73
Crown Castle International             9.500%  08/01/11    73
Crown Cork & Seal                      7.375%  12/15/26    61
Cubist Pharmacy                        5.500%  11/01/08    55
Dana Corp.                             7.000%  03/01/29    73
Dana Corp.                             7.000%  03/15/28    73
Equistar Chemicals                     7.550%  02/15/26    67
Finisar Corp.                          5.250%  10/15/08    55
Foster Wheeler                         6.750%  11/15/05    54
Gulf Mobile Ohio                       5.000%  12/01/56    61
Hasbro Inc.                            6.600%  07/15/28    71
Human Genome                           3.750%  03/15/07    68
Huntsman Polymer                      11.750%  12/01/04    20
Inland Steel Co.                       7.900%  01/15/07    50
Level 3 Communications                11.250%  03/15/10    46
Lucent Technologies                    6.450%  03/15/29    64
Lucent Technologies                    6.500%  01/15/28    64
Missouri Pacific Railroad              4.750%  01/01/20    65
Missouri Pacific Railroad              4.750%  01/01/30    62
Missouri Pacific Railroad              5.000%  01/01/45    57
MSX International                     11.375%  01/15/08    70
Nextel Communications                  9.375%  11/15/09    63
Nextel Partners                       11.000%  03/15/10    59
Northern Pacific Railway               3.000%  01/01/47    46
Northern Pacific Railway               3.000%  01/01/47    46
Pegasus Satellite                     12.375%  08/01/06    49
Primedia Inc.                          7.625%  04/01/08    66
Public Service Electric & Gas          5.000%  07/01/37    71
Qwest Capital                          7.625%  08/03/21    69
Qwest Capital                          7.750%  02/15/31    70
Rural Cellular                         9.625%  05/15/08    57
SBA Communications                    10.250%  02/01/09    68
Silicon Graphics                       5.250%  09/01/04    69
Solutia Inc.                           7.375%  10/15/27    70
Time Warner Telecom                    9.750%  07/15/08    54
Tribune Company                        2.000%  05/15/29    65
Ugly Duckling                         11.000%  04/15/07    56
United Air Lines                       9.125%  01/15/12    60
United Air Lines                      10.250%  07/15/21    60
Universal Health Services              0.426%  06/23/20    62
US Timberlands                         9.625%  11/15/07    64
US West Capital                        6.875%  07/15/28    67
Vesta Insurance Group                  8.750%  07/15/25    74
Viropharma Inc.                        6.000%  03/01/07    36
Weirton Steel                         10.750%  06/01/05    51
Weirton Steel                         11.375%  07/01/04    49
Westpoint Stevens                      7.875%  06/15/08    58
Wind River System                      3.750%  12/15/06    73
Worldcom Inc.                          6.400%  08/15/05    58
XO Communications                      5.750%  01/15/09     1


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-
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