TCR_Public/020626.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, June 26, 2002, Vol. 6, No. 125     

                          Headlines

360NETWORKS: Gets Approval of Settlement Agreement with Telus
360NETWORKS: Canadian Court Extends Plan Filing Time to July 31
ADELPHIA COMMS: Files for Chapter 11 Reorganization in New York
AGERE SYSTEMS: Legerity Offers to Acquire Assets for $70 Million
ANGEION CORP: Case Summary & 20 Largest Unsecured Creditors

ARTHUR ANDERSEN: Sells Gov't Contracts Consulting to Navigant
BRIDGE INFO: Plan Administrator Settles Dispute with Thomson    
CHYPS CBO: S&P Junks Ratings on Classes A-2 and A-3
CELLSTAR CORP: Dale H. Allardyce Resigns as President and COO
CHARMING SHOPPES: Issuing $20MM 4.75% Senior Convertible Notes

CINEMARK: S&P Changes Outlook to Positive as Finances Improve
CLIMACHEM INC: Will Make Late Form 10-K Filing
COMDIAL CORP: Nasdaq Changes Status & Requests Additional Info.
COMDIAL CORP: Secures $6.25 Million Bridge Loan and Financing
CORRECTIONS CORP: Names James Seaton as New Exec. VP and COO

COVANTA ENERGY: Court OKs Houlihan as Committee's Fin'l Advisors
DIETZGEN LLC: Completes Sale of Certain Assets to Nashua Corp.
DYNEGY HOLDINGS: Fitch Slashes Sr. Unsecured Debt Rating to BB+
DYNEGY INC: Provides Overview of New $2 Billion Liquidity Plan
eB2B COMMERCE: Terminates Lease Agreement with 757 Third Avenue

eB2B COMMERCE: Fails to Comply with Nasdaq Listing Requirements
EMMIS COMMS: Ernst & Young Replaces Andersen as Accountants
ENRON: Shirley Hudler et al Want to Hire Dyer Ellis as Counsel
ENRON CORP: Employee Committee Taps Triad as PR Consultants
EVERGREEN INT'L: S&P Places B+ Credit Rating on Watch Negative

EXIDE TECHNOLOGIES: Committee Brings-In Akin Gump as Counsel
EXODUS: EXDS Notifies SEC All Prepetition Securities Cancelled
FIRST INDUSTRIAL: TSX Delists Shares for Violating Requirements
FLAG TELECOM: Gets Final Approval of Poorman-Douglas' Engagement
FORMICA CORP: Secures Court Authority to Retain Lazard Freres

GALEY & LORD: Gets Nod to Stretch Exclusivity Until October 1
GENEVA STEEL: Seeks Nod to Employ Grubb & Ellis as Realty Broker
GLOBAL CROSSING: Taps Christensen as Special Calif. Counsel
GLOBAL CROSSING: Fiber Optek Moves for Trustee or Examiner
GOLDMAN INDUSTRIAL: Wants to Retain Exclusivity through Aug. 14

HOULIHAN'S RESTAURANTS: Has Until July 21, 2002 to File Plan
KELLSTROM: Asks For Exclusivity Extension Through September 18
LAMAUR CORP: Files for Chapter 11 Reorganization in Minnesota
LAMAUR CORP: Case Summary & 20 Largest Unsecured Creditors
LIONBRIDGE TECHNOLOGIS: Gets Majority Votes for Reverse Split

MERISTAR HOSPITALITY: Says Sluggish Economy May Hurt Q2 Results
METALS USA: Asks Court to Allow AIG Insurance Pact Assumption
MILTON D. MYER: Hilco Agrees to Provide $9 Million DIP Financing
MONTGOMERY WARD: Court Sets Confirmation Hearing for July 12
NEW WORLD RESTAURANT: Reports Better EBITDA Results for Q1 2002

NEWCOR: Seeks to Stretch Exclusive Plan Filing Period to Aug. 26
NEWPOWER HOLDINGS: Texas Customer Transitions are on Schedule
PACIFIC GAS: FERC Admin. Law Judge Eyes Oct. 10 Decision Date
PACIFIC GAS: Calif. Atty. General Has to July 14 to Amend Claims
HAVILAND AT PRESCOTT: Court Sets Asset Sale Hearing for July 2

PHAR-MOR INC: Looks to Deloitte & Touche for Financial Advice
PHARMACEUTICAL FORMULATIONS: Completes Offer re Conv. Debentures
PSINET INC: Judge Gerber Confirms 2nd Amended Liquidating Plan
RAILAMERICA: Recaps 2001 Performance at Shareholders' Meeting
SAFETY-KLEEN: Sues Delta Air to Recoup $1 Million Preference

SEXTANT ENTERTAINMENT: Deloitte & Touche Named Interim Receiver
SOLID RESOURCES: Expects to File CCAA Plan by July 5, 2002
SOUTH STREET CBO: Fitch Junks Classes B-1 and B-2 Notes
TELEPANEL SYSTEMS: Equity Deficit Reaches C$11M at Jan. 31, 2002
TELEX COMMS: Hires Ernst & Young to Replace Andersen as Auditors

TRISM INC: Peisner Johnson's Engagement as Tax Consultant Okayed
UNITED AIRLINES: Flight Attendants Nix Proposed Pay Concessions
VENUS EXPLORATION: Secures New $2 Million Credit Financing
VERADO HOLDINGS: Committee Gets Nod to Retain Alvarez & Marsal
WHEELING-PITTSBURGH: Seeks Fourth Lease Decision Time Extension

WHEELING-PITTSBURGH: Steel Unit Sets Monthly Production Records
WILLIAMS COMMS: Wants More Time to Remove Prepetition Actions
WINSTAR COMMS: Court Fixes Aug. 30 Bar Date for Proofs of Claim
WOLFE NURSERY: Seeks Approval of Lease Agreement with Calloway's
WORLDCOM INC: Says BellSouth Long Distance Bids Deserve an 'F'

XO COMMUNICATIONS: Sings-Up Willkie Farr as Bankruptcy Counsel

* Meetings, Conferences and Seminars

                          *********

360NETWORKS: Gets Approval of Settlement Agreement with Telus
-------------------------------------------------------------
360networks inc., and their Canadian affiliates obtained Court
approval of a settlement agreement with TELUS Communications
Inc., Canada Ltd. and PSINet Canada.  They plan to file the
Settlement Agreement and related documents under seal and keep
the material out of public view.

The major elements of the relationship between the 360 Parties
and TELUS are:

  (i) TELUS became a customer of the 360 Parties for fiber
      optic strands and related facilities for a route in
      Ontario, Quebec, the Maritime Provinces, and New York
      State -- the Future Build route.

(ii) Subsequently, the 360 Parties and TELUS entered into an
      arrangement with Canadian Pacific Railway Company for the
      development of a fiber optic system from Edmonton, Alberta
      to Toronto, Ontario -- the Edmonton to Toronto route.
      Both parties received fiber optic strands and related
      facilities under this arrangement. Also, the 360 Parties
      acquired from TELUS twelve of the fiber optic strands that
      were originally installed by the 360 Parties for TELUS on
      this route.

(iii) The 360 Parties sold to TELUS certain strands on the 360
      Parties' route from Calgary, Alberta to Winnipeg, Manitoba
      to Chicago, Illinois, to Detroit, Michigan -- the Calgary
      to Detroit route.

(iv) The 360 Parties also sold to TELUS certain strands located
      on a route between Buffalo, New York and Toronto, Ontario,
      a conduit in Quebec City, Quebec, and a conduit in
      metropolitan Toronto, Ontario -- the Eastern Canadian
      routes.

To implement the relationships, both parties entered into
agreements:

A. The Future Build Agreement

  An Agreement for the Purchase and Sale of Strands and
  Facilities for Fiber Optic Network -- Future Build -- between
  BCT.TELUS Communications Inc., now held by TELUS
  Communications Inc., and Worldwide Fiber Inc., now held by
  360networks Inc. -- the "Future Build Purchase and Sale
  Agreement". In furtherance of the Future Build Purchase and
  Sale Agreement, the parties executed certain supplemental
  agreements.

B. The Edmonton to Toronto Agreement

  A Master Fibre Optic Agreement -- Edmonton-Toronto CPR Build -
  - among Canadian Pacific Railway Company, BCT.TELUS
  Communications Inc., now held by TELUS Communications Inc.,
  and Worldwide Fiber Inc., -- "Edmonton-Toronto Master Fibre
  Agreement".  In furtherance of the Edmonton-Toronto Master
  Fibre Agreement, the parties executed certain supplemental
  agreements -- the "Edmonton to Toronto Agreements".

C. The Calgary to Detroit Agreement

  A Fiber Sale Agreement, Calgary to Detroit, US Portion,
  between 360networks (USA) Inc. and TELUS Integrated
  Communications Inc., now held by TELUS Communications Inc.,
  -- the "US FSA", and a Fiber Sale Agreement, Calgary to
  Detroit, Canadian Portion, between 360networks Cdn fiber Ltd.
  and TELUS Integrated Communications Inc., now held by TELUS
  Communications Inc., -- the "Canadian FSA".  In relation to
  the Canadian FSA and the US FSA, the parties executed certain
  supplemental agreements -- the "Calgary to Detroit Agreement".

D. The Eastern Canada Agreement

  A Fiber Sale Agreement, Eastern Canadian Routes, between
  360networks Cdn fiber Ltd. and TELUS Integrated Communications
  Inc., now held by TELUS Communications Inc., -- the "Eastern
  Canada FSA".  In furtherance of the Eastern Canada FSA, the
  parties executed certain supplemental agreements -- the
  "Eastern Canada Agreement".

E. A Non-Binding Letter of Intent between Canada Ltd. and WFI
   Urbanlink Ltd., -- the "Toronto Swap Letter of Intent".

F. An Indefeasible Right of Use Agreement among 360networks
   Services Ltd., 360networks (USA) inc., PSINetworks Canada
   Limited and PSINetworks Co., -- the "PSINet IRU".

G. A purchase order placed by Bechtel with 360networks Inc.,
   for certain conduit drops -- the "Bechtel Purchase Order".

The Future Build Agreement principally provides for the sale of
certain dark fibers and, under certain circumstances, the
granting of indefeasible rights to use certain dark fiber and
associated property.  The Edmonton to Toronto Agreement provides
for the sale by the 360 Parties to TELUS of certain dark fiber,
certain related support structures, and certain associated
rights, as well as the subsequent acquisition by the 360 Parties
from TELUS of a portion of that dark fiber, related support
structures, and associated rights. The Calgary to Detroit
Agreement and the Eastern Canada Agreement each provide for the
sale by the 360 Parties to TELUS of certain dark fiber, certain
related support structures, and certain associated rights. The
Eastern Canada Agreement also provides for the sale of certain
conduits by the 360 Parties to TELUS.

The Court that the 360 Parties and TELUS have negotiated a
settlement agreement, which encompasses a restructuring of the
360 Parties' contractual and business relationships with TELUS.  
The Debtors have provided the prepetition lenders with a
detailed summary of the Settlement Agreement as well as access
to the related documents.  The Debtors will also provide the
same materials to the Committee's professionals upon
confirmation of their willingness to abide by the
confidentiality provisions.

Key provisions of the Settlement Agreement as:

    (i) In relation to the Future Build Agreement, the Parties
        will enter into a sub-IRU agreement, maintenance
        agreement, and collocation agreement.

   (ii) The Parties will enter into two new sets of agreements,
        one, under the Toronto Swap Letter of Intent, 4 for duct
        swaps in Toronto -- the "Toronto Duct Swap Agreement" --
        and the other for the purchase of certain conduit in
        Ottawa -- the "Ottawa Railway Conduit Agreement".

  (iii) The 360 Parties will deliver a bill of sale to TELUS for
        certain fibers in Winnipeg -- the "Winnipeg Bill of
        Sale".

   (iv) The 360 Parties and TELUS will enter into assignment,
        novation, and release agreements regarding the PSINet
        Indefeasible Right of Use in Vancouver, Calgary, and
        Winnipeg -- the "PSINet Local Loops Agreement" -- by
        which the 360 Parties will assign to TELUS the
        agreements under which TELUS and GT Group Telecom
        provide local loops to the 360 Parties in the cities and
        the 360 Parties will be released from their obligations
        in connection with the loops.

    (v) The 360 Parties and TELUS will enter into maintenance
        agreements for the provision of maintenance services by
        the applicable 360 Parties to TELUS on the routes
        addressed by these agreements: the Calgary to Detroit
        Agreement; the Eastern Canada Agreement; the Toronto
        Duct Swap Agreement, the Ottawa Railway Conduit
        Agreement and the Winnipeg Bill of Sale.

   (vi) TELUS has remitted approximately $12,500,000 Canadian
        dollars into an escrow account representing TELUS' net
        obligation to the 360 Parties based on a reconciliation
        of all "due tos and due froms" under the settlement as:

        (a) the net aggregate amount owing for pre-petition
            obligations from TELUS to the 360 Parties associated
            with the Future Build Agreement, the Edmonton to
            Toronto Agreement, the Calgary to Detroit Agreement,
            the Eastern Canada Agreement, the Toronto Swap
            Letter of Intent and the PSINet Indefeasible Right
            of Use -- the "Pre-petition Agreements";

        (b) the net aggregate amount for post-petition amounts
            owing from TELUS to the 360 Parties under the
            Pre-petition Agreements;

        (c) a final payment for the Future Build Agreement and a
            holdback from the Future Build Agreement in respect
            of fire suppression and document deficiency
            holdbacks;

        (d) a payment for the Toronto Duct Swap Agreement;

        (e) a payment of a certain account receivable related to
            the Bechtel Purchase Order;

        (f) a payment of the final invoice in connection with
            the Ottawa Railway Conduit Agreement; and

        (g) a payment in respect of amounts due in connection
            with the PSINet Indefeasible Right of Use.

  (vii) The parties would exchange mutual releases from all
        claims arising through December 31, 2001 from
        outstanding issues relating to the Pre-petition
        Agreements and the Bechtel Purchase Order and related
        documents.

In addition, the 360 Parties will allocate funds to be received
from TELUS:

    -- $9,197,149 Canadian dollars to the Debtors, and

    -- $3,329,165 Canadian dollars to the Debtors' Canadian
       affiliates. (360 Bankruptcy News, Issue No. 25;
       Bankruptcy Creditors' Service, Inc., 609/392-0900)   


360NETWORKS: Canadian Court Extends Plan Filing Time to July 31
---------------------------------------------------------------
360networks announced that the Supreme Court of British Columbia
has extended to July 31, 2002 the order providing the company
time to file a plan of reorganization and protection under
Canada's Companies' Creditors Arrangement Act.

The extension of the order was supported by the court-appointed
Monitor in Canada, the company's senior bank lenders and
unsecured creditors.

"We are making significant progress on a restructuring plan in
conjunction with our secured lenders and unsecured creditors,"
said Greg Maffei, president and chief executive officer of
360networks. "We expect to present a plan to the courts by the
end of July and emerge this fall as a restructured company
operating in North America."

It is expected later this week the U.S. Bankruptcy Court will
approve an extension of the company's exclusive period to file a
plan. In addition, 360networks' senior bank lenders and
unsecured creditors' committee recently approved an extension of
the U.S. subsidiaries' use of cash collateral.

360networks plans to request a further extension to these orders
when it submits a reorganization plan for approval by the courts
in Canada and the U.S.

360networks offers optical services and network infrastructure
to telecommunications and data communications companies in North
America. The company's optical mesh fiber network is one of the
largest and most advanced on the continent, spanning
approximately 40,000 kilometers (25,000 miles) and connecting
more than 50 major cities in the United States and Canada.

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


ADELPHIA COMMS: Files for Chapter 11 Reorganization in New York
---------------------------------------------------------------
Adelphia Communications Corporation (OTC: ADELA) announced that
the Company and more than 200 of its subsidiaries have filed
voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code
with the U.S. Bankruptcy Court for the Southern District of New
York.

                   Operations to Continue
               with No Interruption in Service

Adelphia will continue to conduct its business, supplying cable
entertainment and other services to its customers in more than
3,500 communities across the nation. The Company expects that
all post-petition obligations to local franchise authorities,
vendors, employees and others will be satisfied in the normal
course of business.

Adelphia Chairman and interim Chief Executive Officer Erland E.
Kailbourne said, "This action was taken to stabilize Adelphia's
financial foundation and to continue quality service to our
customers. After many weeks of hard work and careful
consideration of all the strategic alternatives available, we
determined that the restructuring of our debt through the
Chapter 11 process is the optimal solution for helping Adelphia
thoroughly resolve all the issues facing the Company. Entering
into these proceedings will enable us to fully evaluate our
enterprise without the immediate pressure to sell valuable
assets that may well benefit the Company in the future.
Moreover, this process will enable us to emerge with a new
capital structure, and position us to maintain the fundamental
strengths of this Company."

        Lenders to Provide $1.5 Billion in DIP Financing;
                  Cable Upgrades to Continue

The Company also announced that it has entered into a $1.5
billion debtor in possession facility. The Company's ability to
obtain borrowings under such facility is subject to satisfaction
of customary conditions in favor of the lenders and receipt of
court approval and certain third party consents. A hearing to
approve a portion of the facility has been scheduled for Friday,
June 28, 2002. The DIP facility is being led by JPMorgan Chase
Bank and Citigroup USA, Inc.

Upon approval, this facility will be available to fund
Adelphia's continued ability to operate and provide quality
cable entertainment throughout this process. In addition, this
financing will provide the capital necessary to continue the
Company's build out and upgrade efforts in order to offer
digital cable, high-speed data and other enhanced services to
its customers.

               Employees to Continue to Receive
                     Wages and Benefits

Mr. Kailbourne emphasized that employees will continue to be
paid their wages and health and welfare benefits, subject to
court approval. The Company's businesses will continue
operations, and local franchise authorities, programming
suppliers and other vendors will continue to be paid in the
normal course of business.

He added that Adelphia intends to restructure its balance sheet
in order to reduce the burden of the Company's debts, thereby
improving Adelphia's leverage and liquidity position.

                  Background on Chapter 11

Chapter 11 of the U.S. Bankruptcy Code allows a company to
continue operating its business and managing its assets in the
ordinary course of business. Congress enacted Chapter 11 to
encourage and enable a debtor business to continue to operate as
a going concern, to preserve jobs and to maximize the recovery
of all its stakeholders.

The Company is represented in its Chapter 11 cases by Willkie
Farr & Gallagher.

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

Adelphia Communications' 10.875% bonds due 2010 (ADEL10USR1) are
quoted at 73, says DebtTraders. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL10USR1


AGERE SYSTEMS: Legerity Offers to Acquire Assets for $70 Million
----------------------------------------------------------------
Legerity, Inc., a leading supplier of integrated circuits for
voice network access and voice-over-broadband applications, and
Agere Systems (NYSE: AGR.A, AGR.B), the world leader in
communications components, announced Legerity will acquire
Agere's analog line card integrated circuit business for $70
million in cash.

The transaction includes the products, technology and
intellectual property related to Agere's analog line card
business, which provides integrated circuits, or microchips,
used in telephone network equipment. The sale will allow
Legerity to extend its expertise in this market, and enables
Agere to focus its resources on developing advanced components
that form the building blocks for next-generation network
applications.

As part of the transaction, approximately 50 employees of
Agere's analog line card business will join Legerity. Agere and
Legerity anticipate closing the transaction in the third
calendar quarter of 2002, subject to regulatory approval and
other customary closing conditions.

"Legerity is a recognized leader in voice network access and
voice over broadband semiconductor solutions. This agreement
will provide Agere customers and business partners strong
confidence in the continued availability and future extensions
of these product families," stated Ron Van Dell, president and
chief executive officer of Legerity. "This business is very
complementary to our current product offerings. It enhances
Legerity's opportunities in key growth markets in Asia while
simultaneously adding a world-class team to Legerity," added Van
Dell.

Through a transitional supply agreement, Agere will supply chips
for Legerity through early 2003 to ensure seamless service to
customers. Agere currently manufactures the majority of these
chips at its Reading, Pa., facility.

"[Mon]day's announcement is another step in our continuing
efforts to streamline our business," said Sohail Khan, executive
vice president of Agere's Infrastructure Systems Group. "This
sale is consistent with our long-term strategy to develop
component and subsystem networking solutions aimed at enabling
high-speed, multi-service networks that will increasingly
integrate voice, data and video capabilities."

In the last several months, Agere has taken a number of actions
to sharpen its strategic focus. In December, the company sold
its field-programmable gate array business and last week sold
its Wireless LAN equipment business.

Legerity, an analog/mixed-signal IC company focusing on next-
generation voice and data networks, develops semiconductor
products that enable voice over broadband, packet voice, public
voice networks and xDSL line drivers for the new public
infrastructure. Legerity is the only fabless semiconductor
company that manages its own high-voltage, high-speed bipolar
process. Legerity combines its high-voltage and CMOS process
technologies, analog and digital circuit design capabilities,
more than 600 patents, and extensive systems and field
applications expertise to meet the design challenges of
enterprise and telecommunication system manufacturers worldwide.
Headquartered in Austin, Texas, Legerity has offices throughout
North America, Europe and Asia. Visit Legerity on the Web at
http://www.legerity.com Major investors in Legerity include  
Francisco Partners and the Sprout Group.

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

                       *    *    *

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


ANGEION CORP: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Angeion Corporation
        350 Oak Grove Parkway
        St. Paul Minnesota 55127   

Bankruptcy Case No.: 02-32260

Type of Business: Angeion Corporation conducts all of its
                  operating activities through its Medical
                  Graphics, Inc. subsidiary except for the
                  licensing of patents associates with its
                  cardiac stimulation technology. Medical
                  Graphics Corporation designs and markets
                  cardiopulmonary diagnostic systems along with
                  related software. In addition, it sells
                  health and fitness products.

Chapter 11 Petition Date: June 17, 2002

Court: District of Minnesota

Judge: Gregory F. Kishel

Debtor's Counsel: Michael F. McGrath, Esq.
                  Ravich Meyer Kirkman McGrath & Nauman PA
                  80 South Street Suite 4545
                  Minneapolis, Minnesota 55402
                  (612) 332-8511                   

Total Assets: $20,547,745

Total Debts: $21,265,525

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Loews Corporation          Noteholder               $2,500,000
Ira Hirschbach          
655 Madison Avenue
New York NY 10021
212-521-2885

CCF Partners II LLC        Noteholder               $2,000,000
Gerrit De Jonge
Suite 900
9466 Wilshire Blvd.
Beverly Hills, CA 90212
310-248-2330

KA Management              Noteholder               $1,749,000
48 Par Laville Road #464
Hamilton Bermuda

Cincinnati Financial       Noteholder               $1,500,000
Ken Miller  
Corp. Investment Dept.
PO Box 145496
Cincinnati OH 45250-5496

Deephaven Market Neutral   Noteholder               $1,400,000
Andy Yonda
48 Par La Ville Road #464
Hamilton Bermuda

US Bank Corporate Tr SVCS  Noteholder Inventory     $1,016,816
Scott T. Strodthoff
US Bank Trust Center
EP-MN-T4CT
180 East Fifth Street
St. Paul MN 55101

Ambit & Co.                Noteholder               $1,000,000
c/o Heritage Small Cap Fund
PO Box 33022
St. Petersburg FL 33733

Argent Classic Convertible  Noteholder              $1,000,000
Bobbie Richardson
Arbitrage Fund LP
University Tower #11104
3100 Tower Blvd.
919-419-9098

Keyway Investments         Noteholder               $1,000,000
Ltd. OR
Midland Walwyn Capital Inc.  
Ann Nicholson
19 Mount Havelock
Douglas Isle of Man

Wheelrudder & Co.          Noteholder               $1,000,000
Greg Habeeb
4550 Montana Ave #100N
Bethesda MD 20614
301-657-7090

RGC International          Noteholder                 $850,000
Investors LDC
Tracy Ray
Suite 200
Three Bala Plaza - East
Bala Cynwyd PA 19004

Porter Partners LP         Noteholder                 $850,000
Jeff Porter
Suite 211B
100 Shoreline Highway
Mill Valley CA 94941

KA Trading                  Noteholder                $749,000
Ellie Meenan
1712 Hopkins Crossroad
Minnetonka MN 55305
952-542-4208

Deephaven Market Neutral   Noteholder                 $600,000
Jennifer Calma
1712 Hopkins Crossroad
Minnetonka MN 55305
952-542-4238

Awad & Associates LP       Noteholder                 $500,000
Dan Veru
16th Floor
477 Madison Avenue
New York NY 10022
212-297-5616

JM Hull Associates LP      Noteholder                 $400,000
Mitch Hull
c/o Hull Capital Corp.
152 W 57th St - 11th Floor
New York, NY 10019
212-333-3801

Southbrook International   Noteholder                 $300,000  
Investment
c/o Trippoak Advisors Inc.
20th Floor
630 Fifth Avenue

Spiegel, Helene TTEE       Noteholder                 $300,000
Spiegel 1982 Grandchildren's
Trust
9465 Wilshire Blvd.
Beverly Hills CA 90212

Avdan Parters LP                                      $250,000
Building A - Suite 175
100 Shoreline Highway
Mill Valley CA 94941

Triton Capital Investments Ltd                        $250,000
Suite 2630
199 Avenue of the Stars
Los Angeles CA 90067


ARTHUR ANDERSEN: Sells Gov't Contracts Consulting to Navigant
-------------------------------------------------------------
Navigant Consulting, Inc. (NYSE: NCI) has acquired the
Washington, D.C. area based Government Contracts Consulting
practice of Arthur Andersen LLP. The practice, led by a former
Andersen Managing Partner, Bill Keevan, along with former
partners Jim Check and Dave Hess, includes 34 other client
service professionals.

"We continue to seek opportunities to add depth within our core
competencies and Bill Keevan's team is an outstanding addition
to our already exceptional Construction and Government Contracts
practice," stated William M. Goodyear, Chairman and Chief
Executive Officer of Navigant Consulting. "This acquisition
supports our strategic growth and expansion plans in this
important business segment."

The Government Contracts practice helps clients maximize their
profit and cost recovery, while managing risk in this highly
regulated environment, which is subject to extensive and complex
regulations. The practice counsels clients on a wide range of
government contract cost and pricing matters, as well as
supports them in disputes and litigation.

"The increased emphasis on homeland security and intensified
government oversight of the procurement process has increased
the demand for our professional services," stated Bill Keevan,
Managing Partner of the former Andersen Government Contracts
Consulting practice. "Navigant Consulting has a strong
reputation in the industry, and the breadth and depth of our
combined practices position us well to continue to expand our
service groupings and meet the needs of our clients."

The team joining Navigant Consulting will integrate into the
Company's Financial & Claims business unit, Peterson Consulting,
and will continue to be based in Vienna, Va. The announcement of
this transaction comes three weeks after Navigant Consulting
announced the acquisition of 90 other client service
professionals from Arthur Andersen LLP, including eight
partners.

"There are tremendous opportunities for growth in our
Financial & Claims business, and we are extremely pleased to
have had such a strong group of former Andersen professionals
joining our practice over the past several weeks," stated Doug
Reichert, Executive Managing Director of Navigant Consulting's
Financial & Claims practice. "The industry leading skills these
professionals bring to our organization will enable us to
continue to respond to the rapidly changing needs of our
clients."

The transaction was effective as of June 20, 2002. Further terms
were not announced.

Navigant Consulting -- http://www.navigantconsulting.com-- is a  
specialized consulting firm providing services to Fortune 500
companies, government agencies, law firms, and regulated and
network industries. The Company is comprised of two business
units - Financial & Claims and Energy & Water. The Financial &
Claims practice, consisting of Peterson Consulting and PENTA
Advisory Services, provides consultation to clients facing the
challenges of dispute, litigation, bankruptcy, regulation and
change in analyzing complex accounting, finance, economic,
operations and information management issues. The Energy & Water
practice provides consulting services to the energy and
electric, gas, and water utility industries, focusing on
M&A/divestiture financial advisory services, reliability
regulatory and optimization reviews, electric generation and
transmission assessments, including energy market assessments,
and energy regulatory-related litigation support. "Navigant" is
a service mark of Navigant International, Inc. Navigant
Consulting, Inc. (NCI) is not affiliated, associated, or in any
way connected with Navigant International, Inc. and NCI's use of
"Navigant" is made under license from Navigant International,
Inc.


BRIDGE INFO: Plan Administrator Settles Dispute with Thomson    
------------------------------------------------------------
Scott P. Peltz, the Plan Administrator in the Bridge Information
Systems, Inc.'s chapter 11 cases, seek the Court's authority to
approve the Settlement Agreement between the Debtors and Thomson
Financial Inc.

Mark L. Prager, Esq., at Foley & Lardner, in Chicago, Illinois,
relates that Mr. Peltz and Thomson have executed a letter
agreement settling all outstanding issues including claims that
parties to the agreement have asserted against one another.  The
Settlement Agreement allows the Plan Administrator to collect a
payment and avoid the uncertainty, risks, costs and burdens of
defending and pursuing complex litigations in numerous courts.

                       Settlement Agreement

A. Payment

   Thomson shall pay the Debtors the amount of $100,000, in
   immediately available funds by check or wire transfer on or
   before the Effective Date, which payment shall be accepted in
   full satisfaction of all monies due and owing to the Debtors
   from Thomson.

B. Mutual Release

   On the Effective Date, but only after actual receipt by the
   Debtors of the payment, both parties shall each automatically
   be deemed to have fully released each other from all claims,
   demands, liabilities, obligations, damages, costs, expenses,
   promises, judgments and causes, provided, however, that these
   claims filed by Worldscope/Disclosure LLC and Thomson, shall
   be allowed as pre-petition unsecured non-priority claims.

    Claim Number                             Claim Amount
    ------------                             ------------
       000671                                    $41,250
       000672                                   $622,985
       000673                                 $5,281,267
       000685                                 $1,071,805

C. Effective Date

   Subject to Court approval, this Agreement shall become
   binding on June 12, 2002. (Bridge Bankruptcy News, Issue No.
   31; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


CHYPS CBO: S&P Junks Ratings on Classes A-2 and A-3
---------------------------------------------------
Standard & Poor's lowered its ratings on the class A-2A, A-2B,
and A-3 notes issued by CHYPS CBO 1997-1 Ltd., an arbitrage CBO
transaction originated in 1997. Concurrently, the ratings are
removed from CreditWatch with negative implications. At the same
time, the triple-'A' rating assigned to the class A-1 notes is
affirmed based on the high level of overcollateralization
available to support the class A-1 notes. The ratings assigned
to the class A-2 and A-3 notes were previously lowered on June
29, 2001 and on January 10, 2002.

The lowered ratings on the class A-2 and A-3 notes reflect
factors that have negatively affected the credit enhancement
available to support the rated notes since the January 10, 2002
rating action, including a continuing par erosion of the
collateral pool securing the rated notes.

Standard & Poor's noted that since the January 10, 2002
downgrade, the corporate credit ratings of an additional $30.1
million of assets have been lowered to 'D', 'SD', or double-'C'.
Currently, $90.183 million (or 34.6%) of the assets in the
collateral pool come from obligors rated 'D' or 'SD', and
another $16.6 million (or 6.4%) come from obligors rated double-
'C', or highly vulnerable to default. As a result, the par value
ratios for the transaction have deteriorated. According to the
most recent monthly report (June 2, 2002), the class A ratio was
89.35%, compared to a minimum required ratio of 119%.
Comparatively, the ratio was 95.36% at the time of the January
2, 2002 monthly report, which is when the last downgrade
occurred.

Standard & Poor's has reviewed current cash flow runs generated
for CHYPS CBO 1997-1 Ltd. to determine the level of future asset
defaults its tranches can withstand under various stressed
timing scenarios while still paying all of the rated interest
and principal due on the notes. After comparing the results of
these cash flow runs with the projected default performance of
the transaction's current collateral pool, Standard & Poor's
determined that the ratings previously assigned to the class A-
2A, A-2B, and A-3 notes were no longer consistent with the
credit enhancement available, resulting in the lowered ratings.
At the same time, the triple-'A' rating assigned to the class A-
1 notes is affirmed based on the high level of
overcollateralization available to support the notes.

                      RATINGS LOWERED

                   CHYPS CBO 1997-1 Ltd.

                      Rating
     Class       To          From              Balance($ mil)
     A-2A        CCC-        BB-/Watch Neg     $143.693
     A-2B        CCC-        BB-r/Watch Neg    $20.807
     A-3         CC          CCC-/Watch Neg    $57.100

                      RATING AFFIRMED

                    CHYPS CBO 1997-1 Ltd.

     Class    Rating    Balance ($ mil)
     A-1      AAA       $14.122


CELLSTAR CORP: Dale H. Allardyce Resigns as President and COO
-------------------------------------------------------------
CellStar Corporation (Nasdaq: CLST) announced that Dale H.
Allardyce, President and Chief Operating Officer, has decided to
leave the Company in the near term to pursue other
opportunities.  The Company announced that Terry S. Parker,
Chief Executive Officer, will assume the duties of President and
Chief Operating Officer.

"Dale has made tremendous contributions to CellStar," said Terry
S. Parker, Chief Executive Officer of CellStar.  "Dale helped
guide the Company through some particularly difficult times and
we are quite grateful to have had the benefit of his operational
expertise and leadership.  We wish him every success in his new
endeavors."

Allardyce joined CellStar in November 1999 as President and
Chief Operating Officer.  Prior to joining CellStar, Allardyce
was Executive Vice President of Operations for ENTEX Information
Services, Inc., which was the nation's largest PC systems
integrator with $2.46 billion in revenue in its fiscal 1998.

CellStar Corporation is a leading global provider of
distribution and value-added logistics services to the wireless
communications industry, with operations in Asia-Pacific, North
America, Latin America and Europe.  CellStar facilitates the
effective and efficient distribution of handsets, related
accessories and other wireless products from leading
manufacturers to network operators, agents, resellers, dealers
and retailers.  In many of its markets, CellStar provides
activation services that generate new subscribers for its
wireless carrier customers.  For the year ended November 30,
2001, the Company generated revenues of $2.4 billion.  
Additional information about CellStar may be found on its Web
site at http://www.cellstar.com

                         *    *    *

As reported in Troubled Company Reporter's February 20, 2002,
Standard & Poor's said that it lowered its corporate credit
rating on CellStar Corp. to 'SD' (selective default) from 'CCC-'
and removed its ratings from CreditWatch, where they had been
placed with negative implications on Sept. 6, 2001.

The action reflects the recent completion of the exchange of the
Carrollton, Texas, company's convertible subordinated notes due
October 2002 for securities having a total value that is
materially less then the original issue, said credit analyst
Martha Toll-Reed.

At the same time, Standard & Poor's lowered its rating on the
subordinated debt to 'D' for the distributor of wireless
communications products. As of Aug. 31, 2001, total outstanding
debt was about $200 million.


CHARMING SHOPPES: Issuing $20MM 4.75% Senior Convertible Notes
--------------------------------------------------------------
Charming Shoppes, Inc. (Nasdaq: CHRS) announced that the initial
purchasers of its private offering of $130 million senior
convertible notes have exercised their option to purchase an
additional $20 million principal amount of Notes.  As a result,
the aggregate principal amount of the offering will be $150
million. In accordance with normal settlement periods, the
placement of the additional Notes from the exercise of the
option is expected to close on June 25, 2002.

The Notes will be convertible into shares of the Company's
common stock at a conversion price of $9.88, subject to
adjustment upon certain events.

The Notes and the common stock issuable upon conversion have not
been registered under the Securities Act of 1933, as amended, or
applicable state securities laws, and are being offered only to
qualified institutional buyers in reliance on Rule 144A or
Regulation S under the Securities Act of 1933, as amended.  
Unless so registered, the Notes and common stock issued upon
conversion of the Notes may not be offered or sold in the United
States except pursuant to an exemption from the registration
requirements of the Securities Act and applicable state
securities laws.

As reported in Troubled Company Reporter's May 24, 2002 edition,
Standard & Poor's assigned BB- rating to Charming Shoppes' $130
million Senior Unsecured Notes.


CINEMARK: S&P Changes Outlook to Positive as Finances Improve
-------------------------------------------------------------
Standard & Poor's has revised its outlook on movie exhibitor
Cinemark USA Inc. to positive from negative based on the
company's improved financial situation.

Standard & Poor's said that at the same time, it assigned its
double-'B'-minus rating to Cinemark's proposed $250 million bank
facility. Standard & Poor's said that its existing ratings on
the company, including its single-'B'-plus corporate credit
rating, were affirmed.

"The outlook revision is a reflection of expected improvement to
the company's capital structure and liquidity as a result of its
pending IPO and refinancing of its bank facility", said Standard
& Poor's credit analyst Steve Wilkinson. The IPO is expected to
generate net proceeds of at least $180 million, which will be
used to reduce debt. Mr. Wilkinson added, "The proposed
transactions will moderate the company's high financial risk by
substantially eliminating its increasing near-term debt
maturities and restoring access to liquidity under its revolving
line of credit". "The reduction of debt will also improve the
company's leverage ratios and modestly improve its cash flow and
coverage ratios."

Cinemark is one of the leading movie theater operators in the
U.S. with 2203 screens and has a significant presence in three
Latin American countries as part of its 811 international
screens. The Plano, Texas-based company will have about $600
million in debt after the IPO and new bank loan are finalized.

Standard & Poor's said that its ratings continue to reflect
Cinemark's quality theater circuit, its favorable operating
performance relative to its peers, and its profitable
international operations. These positives are balanced by the
company's still somewhat high financial risk.

Standard & Poor's said that its ratings on Cinemark could be
raised in the intermediate term if the company is able to
continue to improve its lease-adjusted coverage ratios and
generate positive discretionary cash flow.


CLIMACHEM INC: Will Make Late Form 10-K Filing
----------------------------------------------
ClimaChem Inc. will delay the filing of its current financial
information with the SEC because: "Additional time is needed to
complete development of appropriate disclosure for inclusion in
the "Notes to Consolidated Financial Statement" and
"Management's Discussion and Analysis of Liquidity and Capital
Resources" sections of its Form 10k."

The Company's Form 10-K when filed, will report an audited loss
before income taxes and extraordinary gain of approximately
$2,000 compared to a audited loss before income taxes and
extraordinary gain of approximately $13,838,000.  The Company
believes that the reduced loss before income taxes and
extraordinary gain was primarily due to gains on the sale of
certain assets and the benefit from the termination of firm
purchase commitment recognized in 2001.

                         *   *   *

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

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

                       Ratings Raised

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


COMDIAL CORP: Nasdaq Changes Status & Requests Additional Info.
---------------------------------------------------------------
The Nasdaq Stock Market(R) announced that the trading halt
status in Comdial Corp. (Nasdaq: CMDL) was changed to
"additional information requested" from the company. Trading in
the company was halted at 2:41 p.m. Eastern Time for News
Pending at a last sale price of .80. Trading will remain halted
until Comdial Corp. has fully satisfied Nasdaq's request for
additional information.

                         *   *   *

At December 31, 2001, Comdial reported an upside-down balance
sheet, showing a total shareholders' equity deficit of about
$10.3 million.


COMDIAL CORP: Secures $6.25 Million Bridge Loan and Financing
-------------------------------------------------------------
Comdial Corporation (Nasdaq: CMDL) has closed on a $2.25 million
bridge loan from ComVest Venture Partners LP and Nick Branica,
the CEO of the Company, under an agreement which provides for up
to $4 million of bridge financing. Proceeds will be used by the
company for working capital and to accelerate its development
and delivery of its innovative Small and Medium Business
telephony solutions.

"Comdial's unique combination of product offerings, its
dedicated management team and its solid distribution channels,
make it a worthwhile investment. With the recent announcement of
its Converged Telephony Platform and the market share gain
posted by its DX-80 line, Comdial has gained significant
industry momentum. As a result, ComVest Venture Partners is
excited to join Comdial in its expanding effort to provide
feature-rich, affordable telecommunication solutions to the SMB
space," said Lee Provow of ComVest Venture Partners LP.

The bridge loan is in the form of 7% subordinated secured
convertible promissory notes.  13.33% of the principal amount of
the Notes is convertible into common stock at $.01 per share or
approximately 26.7 million shares (53.3 million shares if the
entire $4 million bridge financing is completed). The Company
currently has 9.45 million shares outstanding. The Notes mature
in 120 days, but contain extension provisions. Upon receipt of
shareholder approval to increase the Company's available
authorized shares, the maturity date will be extended to 12
months. There is also a 90-day extension provision in the event
the contemplated subsequent financing discussed below is
unsuccessful. The Company's Board of Directors obtained a
fairness opinion in connection with this transaction.

In connection with the bridge loan, ComVest Venture Partners
entered into an agreement with Bank of America to purchase the
bank's approximately $14 million debt position and 1 million
shares of Series B Alternate Rate Convertible Preferred Stock
(having an aggregate liquidation preference of $10 million) for
approximately $8 million. It is expected that the buy-out, which
is subject to closing conditions, will be completed in the next
90 days. In connection with its debt restructuring, Comdial will
seek additional financing which it expects will be in the form
of a new senior bank loan and other debt or equity funding to be
raised within the next 90 days. It is anticipated that the
bridge loan will be replaced by or convert into this subsequent
financing. Comdial has engaged an investment banking firm to
assist it in connection with the bridge financing, the debt
restructuring and the subsequent financing. There can be no
assurance that the Company will be successful in obtaining
additional financing or the terms on which funding will be
available. The completion of such financing will be subject to a
number of conditions, including the Company's ability to
continue to restructure its balance sheet, including its
existing accounts payable.

The Company does not have sufficient authorized shares for full
conversion of the Notes. The Company is therefore expected to
seek shareholder approval of an amendment to its certificate of
incorporation to increase the authorized to a total of at least
100 million shares. The new authorized shares will also be
allocated to parts of the proposed subsequent financing and a
new stock option plan.

The issuance of the Notes required shareholder approval under
Nasdaq's Marketplace Rules. The failure to obtain shareholder
approval prior to the issuance of the Notes may result in the
Company's shares being delisted. The Company expects to request
a hearing on this matter. However, there can be no assurance the
Company will be successful in its effort to retain its listing.
Comdial also announced that in connection with and upon
consummation of the initial closing of the bridge loan Mr. David
P. Berg and Mr. Robert P. Collins stepped down from the Board of
Directors and were replaced by the appointments of Mr. Travis
Lee Provow and Mr. Joseph Wynne, designees of ComVest Venture
Partners. The Company intends to add additional independent
Directors to its board as the current make-up of the Audit
Committee does not comply with Nasdaq rules.

"This level of commitment from the investment community,
especially given the current funding environment, affirms
Comdial's business strategy," stated Nick Branica, Comdial's
CEO.

ComVest Venture Partners' investment is an important part of
Comdial's 2-year restructuring plan. This effort consisted of
consolidating business units, outsourcing manufacturing
operations and streamlining product offerings. The result has
been a more focused and efficiently run company. Throughout its
restructuring, Comdial continued to provide the SMB market with
viable solutions such as its DX-80 and FX II Business
Communications Systems, its Interchange Unified Communications
Solution and its Converged Telephony Platform. The DX-80 is an
entry-level telephone system with many of the features
previously only afforded to more expensive large enterprise
offerings. The FX II simultaneously manages digital voice
features and IP Telephony. Comdial's Interchange Unified
Messaging solution offers extensive call processing/call center
capabilities and unified messaging. The Converged Telephony
Platform combines the benefits of the FX II and Interchange
products into an integrated offering that includes many features
intended to reduce telecommunication network costs and enhance
enterprise revenue opportunities. Moving forward, Comdial plans
to develop a next-generation IP Telephony Platform that supports
industry standards such as SIP and is compatible with its
current offerings.

Comdial Corporation, headquartered in Sarasota, Florida,
develops and markets sophisticated communications solutions for
small to mid-sized offices, government, and other organizations.
Comdial offers a broad range of solutions to enhance the
productivity of businesses, including voice switching systems,
voice over IP (VoIP), voice processing and computer telephony
integration solutions. For more information about Comdial and
its communications solutions, please visit
http://www.comdial.com  

At December 31, 2001, Comdial reported an upside-down balance
sheet, showing a total shareholders' equity deficit of about
$10.3 million.


CORRECTIONS CORP: Names James Seaton as New Exec. VP and COO
------------------------------------------------------------
Corrections Corporation of America (NYSE: CXW) has named former
Marriott executive James A. Seaton as Executive Vice President
and Chief Operating Officer. Seaton spent 28 years in management
with Marriott, one of the world's leading hotel management and
hospitality companies.

Seaton replaces J. Michael Quinlan, who has served as EVP and
COO since 1999. Quinlan will remain an officer of the Company
and will serve in a strategic business development capacity.

"Mike Quinlan has been a valuable asset to our company, and we
are equally fortunate to add someone with the depth and breadth
of operational management leadership that Jim brings to our
organization," said John D. Ferguson, president and CEO. "Jim's
nearly 30 years of operational management expertise in the
dynamic hospitality industry appear to be a well-suited match
for CCA, as we continue to evolve our service culture to local,
state and federal clients. Quality, level of service and
reliability are hallmarks of the successful positioning of
Marriott, and we believe those same attributes are inherent in
CCA's core values and our commitment to the more than 35
corrections systems which partner with us."

According to Ferguson, Seaton's immediate responsibility
encompasses the overall operational management of CCA's 61
facilities as they relate to security, inmate programs, health
services, food services, and facility construction and
maintenance.

From 1998-2000, Seaton served as President-School Services
Division of Sodexho Marriott Services, based in Maryland, where
he was responsible for management and growth of the $420 million
division and 8,500 associates. From 1972-1998, he served in
various leadership roles for Marriott International in
Washington, D.C., including Senior Vice President-Corporate
Services. Most recently, Seaton has managed his own
consulting/contract CEO firm, serving as Interim Presidents for
AMCAS (subsidiary of Questcom, Inc.), Treats and Eats, and APT
Image. He is a graduate of New Mexico State University.

Ferguson said the structured management transition between
Quinlan and Seaton will occur over the next 30-45 days. Mike
Quinlan joined the Company in 1993 as the head of the Strategic
Planning Division in Washington, D.C., following a 22-year
career in public sector corrections, including serving as the
Director of the Federal Bureau of Prisons. "Mike has been such a
valuable component of CCA's recent success amidst financial and
management restructuring," said Ferguson. "He is a major reason
why we have garnered the credibility that we have amongst our
valued clients, and we deeply thank him for his leadership. For
three years Mike has commuted weekly from Nashville to his home
in the D.C. area, where his wife and family live. He is ready to
re-establish himself full-time with his family, and we are very
excited to have him working in a new role as we seek to enhance
our partnerships with federal, state and local corrections
agencies."

Corrections Corporation of America is the nation's largest owner
and operator of privatized correctional and detention facilities
and one of the largest prison operators in the United States,
behind only the federal government and four states. The Company
currently owns 40 correctional, detention and juvenile
facilities, three of which are leased to other operators, and an
additional facility, which is not yet in operation. The Company
also has a leasehold interest in a juvenile facility. Following
the previously announced termination of the Company's Guayama,
Puerto Rico contract, and including the McRae Correctional
Facility, the Company will operate 61 facilities, including 37
company-owned facilities, with a total design capacity of
approximately 60,000 beds in 21 states and the District of
Columbia. The Company specializes in owning, operating and
managing prisons and other correctional facilities and providing
inmate residential and prisoner transportation services for
governmental agencies. In addition to providing the fundamental
residential services relating to inmates, the Company's
facilities offer a variety of rehabilitation and educational
programs, including basic education, life skills and employment
training and substance abuse treatment. These services are
intended to reduce recidivism and to prepare inmates for their
successful re-entry into society upon their release. The Company
also provides health care (including medical, dental and
psychiatric services), food services and work and recreational
programs.

                         *    *    *

As reported in Troubled Company Reporter's May 10, 2002 edition,
Standard & Poor's removed the corporate credit rating on
correctional services provider, Corrections Corp. of America,
from CreditWatch with positive implications, and raised the
rating to 'B+' from 'B'.

In addition, the 'CCC+' rating on the company's 12% senior notes
and 'B' rating on its $869.4 million credit facility were
withdrawn. The outlook on Nashville, Tennessee-based CCA is
stable. The rating actions followed the completion of CCA's
refinancing, relieving the company of onerous near-term debt.

The ratings on CCA reflect the company's high debt leverage,
somewhat mitigated by its leading position in the correctional
facility management and construction businesses and improved
liquidity stemming from the terming-out of its debt maturities.


COVANTA ENERGY: Court OKs Houlihan as Committee's Fin'l Advisors
----------------------------------------------------------------
Judge Blackshear allows Covanta Energy Corp.'s Official
Committee of Unsecured Creditors, on an interim basis, to employ
and retain Houlihan Lokey Howard & Zukin Financial Advisors,
Inc. as its Financial Advisor, nunc pro tunc to April 12, 2002,
subject to a final review at the June 26, 2002 hearing.

Committee Chairman Brad Tirpak stated that the Committee has a
pressing need of a financial advisor to assist them in analyzing
the critical restructuring alternatives and to help them guide
through negotiations regarding the Debtors' reorganization
efforts.

As the financial advisor, Houlihan Lokey will assist the
Committee in:

    (a) evaluating the assets and liabilities of the Debtors and
        their subsidiaries;

    (b) analyzing and reviewing the financial and operating
        statements of the Debtors and their subsidiaries;

    (c) evaluating the terms and reasonableness of the proposed
        transaction with Kohlberg Kravis Roberts & Co., and any
        other interested investors;

    (d) analyzing the business plans and forecasts of the
        Debtors and their subsidiaries;

    (e) evaluating all aspects of any debtor-in-possession
        financing, cash collateral usage and adequate
        protection, and any exit financing in connection with
        any plan of reorganization and any budgets relating
        thereto;

    (f) helping with the claim resolution process and
        distributions relating thereto;

    (g) providing such specific valuation or other financial
        analyses as the Committee may require in connection with
        the case;

    (h) assessing the financial issues and options concerning
        the sale of any assets of the Debtors, either in whole
        or in part, an  the Debtors' plan of reorganization or
        any other plan of reorganization;

    (i) preparation, analysis and explanation of the Plan to
        various constituencies; and

    (j) providing testimony in court on behalf of the Committee,
        if necessary.

In return, the Debtors will pay Houlihan Lokey:

    (a) a Monthly Fee of $150,000;

    (b) a Transaction Fee equal to the sum of 1% of the market
        value of all cash and other securities pursuant to the
        Transaction by holders of unsecured claim amounts,
        subject to a maximum of $1,000,000; and

    (c) reimbursement of reasonable out-of-pocket expenses.

Since the compensation is on a fixed rate, Jonathan B.
Cleveland, a director of Houlihan Lokey, says Houlihan Lokey
will not provide detailed time records in its compensation
application. (Covanta Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


DIETZGEN LLC: Completes Sale of Certain Assets to Nashua Corp.
--------------------------------------------------------------
Nashua Corporation (NYSE: NSH), a premier manufacturer and
marketer of labels, thermal specialty papers and imaging
products, announced that its purchase of Dietzgen LLC's
trademarks, trade names, customer lists, and certain equipment
and inventories was completed on June 21.

Nashua's plan to purchase certain Dietzgen assets had been
announced on May 15, of this year. The financial terms of the
transaction were not disclosed.

Dietzgen, a leading aftermarket provider of large-format digital
media and imaging supplies for the architectural, engineering
and construction markets, had filed for protection under Chapter
11 of the U.S. Bankruptcy Code on January 31, 2002. Dietzgen's
sales for the three months ended March 31, 2002 were
approximately $3.2 million.

"By acquiring Dietzgen's assets Nashua gains access to new
customers, extends our specialty paper product offerings to the
rapidly growing architectural, engineering and construction
markets, and positions Nashua as a leader in the large-format
reprographics market," said Andrew Albert, Nashua's Chairman,
President and CEO. "This acquisition is the latest example of
our strategy of making selected investments in niche markets of
strategic importance where we can gain competitive advantage."

Nashua Corporation manufactures and markets a wide variety of
specialty imaging products and services to industrial and
commercial customers to meet various print application needs.
The Company's products include thermal coated papers, pressure-
sensitive labels, copier papers, bond, point of sale, ATM and
wide format papers, entertainment tickets, as well as toners and
developers and ribbons for use in imaging devices. Additional
information about Nashua Corporation can be found on the World
Wide Web at http://www.nashua.com


DYNEGY HOLDINGS: Fitch Slashes Sr. Unsecured Debt Rating to BB+
---------------------------------------------------------------
Dynegy Holdings Inc.'s senior unsecured debt rating has been
downgraded to 'BB+' from 'BBB' by Fitch Ratings. In addition,
Fitch downgrades Dynegy Inc.'s (DYN) indicative senior unsecured
debt to 'BB+' from 'BBB-'. The short-term ratings for DYNH and
DYN' have been lowered to 'B' from 'F3'. The ratings for DYN and
DYNH remain on Rating Watch Negative where they were originally
placed on Nov. 9, 2001. In addition, ratings for affiliated
companies, Illinois Power Co. and Illinova Corp. have been
lowered and remain on Rating Watch Negative.  

The ratings actions follow Fitch's review of DYN's newly
proposed restructuring plan that was announced today. Also
announced was an expected pre-tax charge of up to $450 million
primarily related to its communications business that will be
taken in the second quarter. While elements of the plan reduce
consolidated debt and improve liquidity, the ratings downgrades
are appropriate for DYN's expected financial position and are
reflective of a moderate degree of execution risk and the
continued negative overhang from the SEC's investigation of
accounting and trading issues, ongoing FERC inquiries, and
potential litigation exposure. The Rating Watch Negative status
is likely to continue until key elements of the plan have been
executed.

A combination of asset sales and financings could generate
liquidity additions exceeding $2 billion for the remainder of
2002. Proposed operating actions include manpower reductions,
lowering expenses, trimming capital spending, a common stock
dividend reduction, and limiting working capital use. Fitch
stress case analysis based on the plan but assuming no new
equity financing at DYN or Dyengy Energy Partners, L.P. and
additional cash uses of $400 million in the coming months,
demonstrates that DYN has adequate liquidity. However, if DYN is
unable to complete planned near-term financings, liquidity could
be stressed and its ratings may be further downgraded.

Initiatives include the removal of ratings triggers, which will
ease liquidity concerns. However, the benefits are mixed for
DYN's unsecured lenders. In the case of Catlin Associates,
L.L.C., DYN is securing the third party's $850 million interest
with its midwestern generation assets valued at $3 billion. This
limits the company's ability to use the assets to provide
additional financial flexibility. Additional concerns include
the expected ongoing cash burn from telecom operations,
uncertainties as to the future performance of energy marketing
and trading, the need to resolve the $1.5 billion of DYN
preferred stock held by ChevronTexaco Corp. (CVX) that matures
in November 2003, and the financial and operating pressures
caused by a difficult business and capital market environment.

The downgrades of IP, and its parent company Illinova Corp.,
primarily reflect the structural, financial, and functional ties
between the DYN companies. IP secures the majority of its energy
requirements under a power purchase agreement with a subsidiary
of DYNH and receives payments under an intercompany note with
DYN. However, IP's senior secured debt was only lowered one
notch to 'BBB', in consideration of its low risk distribution
and transmission operations and status as a state regulated
public utility. IP expects to issue $400 million of first
mortgage bonds in the near future.

               The following ratings have been changed:

                                DYN

       --indicative senior unsecured debt to 'BB+' from 'BBB-';

       --short-term debt to 'B' from 'F3'.

                               DYNH

       --senior unsecured debt to 'BB+' from 'BBB';

       --short-term debt to 'B' from 'F3';

                     Dynegy Capital Trust I

      --trust preferred to 'B+' from 'BBB-'

                        Illinois Power Co.

      --senior secured debt and pollution control bonds to 'BBB'
         from 'BBB+';

      --senior unsecured debt to 'BBB-' from 'BBB';

      --preferred stock and trust preferred to 'BB' from 'BBB-';

      --short-term debt to 'F3' from 'F2'.

                         Illinova Corp.

      --senior unsecured debt to 'BB+' from 'BBB-'.


DYNEGY INC: Provides Overview of New $2 Billion Liquidity Plan
--------------------------------------------------------------
Dynegy Inc. (NYSE:DYN) announced a new $2 billion capital plan
designed to further strengthen liquidity, reduce debt and
emphasize financial transparency and to allow it to compete in
its core energy businesses. Dynegy also provided an overview of
the company's current financial position.

"Our liquidity is solid and our leadership team has developed a
sound set of business, financial and operational strategies to
address current market conditions and preserve our franchise,"
said Dan Dienstbier, chief executive officer of Dynegy Inc. "The
measures we plan to implement, combined with the steps that we
have successfully executed in recent weeks, will ensure
sustainable financial stability for Dynegy and are intended to
improve the company's credit profile substantially into 2003 and
beyond."

The company reaffirmed that it has adequate liquidity to meet
its obligations and commitments, even in the event of a loss of
its investment grade rating by one or more credit rating
agencies. Since the end of May 2002, Dynegy's liquidity has
ranged from $900 million to more than $1 billion.

                          New capital plan

The company's capital plan is designed to enhance liquidity by
at least $2 billion and to further enhance the company's
financial position, strengthen its balance sheet and improve its
credit profile. These measures are incremental to the equity
sales and capital expense reductions totaling approximately
$1.25 billion that were achieved through the December 2001
capital restructuring program. Key steps already achieved under
the plan include:

     --  Dynegy received commitments from the participants in
the Catlin (also referred to as "Black Thunder") minority
interest transaction for an amendment that will permanently
remove the $270 million ratings trigger in exchange for an
amortization of $270 million over the remaining three years of
the investment and a security interest; and

     --  West Coast Power, LLC, a joint venture in which Dynegy
holds 50 percent ownership with NRG Energy, notified its lenders
that it intends to repay or refinance its existing bank credit
facility by the end of June, which will permanently remove a $31
million ratings trigger. West Coast Power has sufficient cash on
hand to repay the debt.

               Other new liquidity sources

Dynegy will also target the following areas to improve liquidity
by year-end:

     --  Partial sale of Dynegy's ownership interest in or a
joint venture transaction for Northern Natural Gas Company, a
16,600-mile pipeline extending from the Permian Basin in Texas
to the Upper Midwest;

     --  Partial sale of Dynegy's ownership interest in or a
joint venture transaction for Dynegy Storage, the company's
natural gas storage and gas processing facilities in the United
Kingdom;

     --  Initial public offering of Dynegy Energy Partners L.P.,
a newly formed master limited partnership that will own and
operate a portion of the company's downstream liquids business;

     --  Incremental $100 million reduction in capital
expenditures for the remainder of 2002 and limited and focused
capital spending in 2003;

     --  Annual savings of at least $50 million relating to the
company's recently announced work force reduction, as well as
other general and administrative expense reductions;

     --  Sale of $300 to $400 million in Illinois Power (IP)
mortgage bonds to repay outstanding debt at IP. The Illinois
Commerce Commission has approved such a mortgage bond offering;

     --  Sale of additional assets totaling $200 million;

     --  Intention to reduce common stock dividend by 50 percent
beginning in the third quarter 2002;

     --  In the process of arranging a number of interim
financings with respect to this plan that should provide $250
million or more in immediate liquidity over the next few weeks;
and

     --  Management will consider an equity-like offering based
on market conditions and the results of the capital-enhancing
transactions.

Emphasis is on core energy businesses

     --  Continue to emphasize the company's longstanding asset-
backed business model through which it uses its diversified
network of regulated and unregulated physical energy assets to
deliver reliable supply to customers; and

     --  Continue the company's commitment to preserving its
energy risk management franchise. Dynegy has reduced its power
trading activities to reflect current market conditions and
liquidity levels.

Further enhance accounting and financial disclosure

In addition to its capital spending plan, Dynegy announced
several steps to improve the transparency and clarity of its
financial reporting. The company intends to:

     --  Provide operating cash flow disclosure by segment;

     --  Segregate financial contribution among earnings
generated from regulated operations, term contracts, fee-based
operations, other assets and marketing and trading operations;

     --  Provide in a single table a reconciliation of the
financial effects of risk management activities to the company's
balance sheet, income statement and cash flow statement;

     --  Undertake the necessary steps to move synthetic
operating leases for the company's power generation operations
onto the balance sheet;

     --  Move the Catlin minority interest to debt through the
amendment to the Catlin transaction; and

     --  Complete the previously announced restatement of
Dynegy's 2001 financial results. Because Arthur Andersen can no
longer perform services for the company, Dynegy's new
independent auditor, PricewaterhouseCoopers, will conduct a re-
audit of 2001 results as part of the restatement process.

"The current merchant energy environment requires us to focus on
generating cash flow in the near-term, and our plan will help us
accomplish that goal," said Steve Bergstrom, president and chief
operating officer of Dynegy Inc. "Even in this environment, we
have served our customers reliably, as we have done for the past
17 years. This is a testament to the strength of our asset-
backed business model and our focus on the physical delivery of
energy through our network. We believe that our global network
of owned and contractually controlled assets, coupled with our
proven capabilities to execute transactions around these assets,
will continue to serve as the foundation of our merchant energy
business."

Dynegy will announce its second quarter results and will provide
revised earnings guidance during the last week of July. Due to
market conditions, previous management guidance on earnings no
longer applies. The report on the period ending June 30 will
detail certain non-recurring pre-tax charges of up to $450
million related to the communications business, severance
expenses, consulting fees and other charges.

Dynegy Inc. is a global energy merchant. Through its owned and
contractually controlled network of physical assets and its
marketing, logistics and risk management capabilities, Dynegy
provides solutions to customers in North America, the United
Kingdom and Continental Europe. The company's Web site is
http://www.dynegy.com


eB2B COMMERCE: Terminates Lease Agreement with 757 Third Avenue
---------------------------------------------------------------
On June 6, 2002, eB2B Commerce, Inc. entered into a Sub-Sublease
Termination Agreement with 757 Third Avenue Associates, LLC, the
landlord for the Company's office space located at 757 Third
Avenue, New York, New York, pursuant to which the Company
terminated its Sub-Sublease Agreement with the landlord, which
otherwise would have expired in April 2007, and relinquished all
of its right, title and interest in and to the Premises as of
June 30, 2002. The Premises had, until recently, been the
executive offices of the Company. In May 2002, the landlord had
drawn down approximately $720,000 of a $1,300,000 security
deposit then held by it reflecting payment of rent by the
Company for the Premises for the months of October 2001 through
May 2002. Pursuant to the Termination Agreement, the Company
agreed (i) to forfeit to the landlord the remaining amount of
its security deposit, of approximately $580,000, held by the
landlord under the Sub-Sublease Agreement, and (ii) to issue to
the landlord a ten-year warrant to purchase 240,000 shares of
the Company's common stock at an exercise price determined by
the formula stated in the Termination Agreement. In
consideration therefore, the Company was relieved of any debts,
liabilities, and claims by the Landlord against the Company and
released from its obligations under the Sub-Sublease Agreement
accruing prior to and after June 30, 2002, with certain limited
exceptions as set forth therein. The Company sought to enter
into the Termination Agreement because the Premises were
substantially in excess of the current needs of the Company,
were an inordinate expense and were no longer needed in view of
the move of the Company's executive offices to 665 Broadway, New
York, New York, the facilities of a company acquired by the
Company in January 2002. As of March 31, 2002, the Company had
accrued on its balance sheet an approximate $1,894,000
liability, of which $1,299,000 was current and $595,000 was
long-term, to reflect the then estimated liability to terminate
the Sub-Sublease Agreement.  

eB2B Commerce (formerly DynamicWeb Enterprises) is hoping that
two e-businesses are better than one. The provider of business-
to-business (B2B) e-commerce services and software for
facilitating buyer-supplier transactions took its present form
when investor Commonwealth Associates engineered a reverse
acquisition between two B2B e-commerce companies with histories
of losses -- privately held eB2B Commerce and publicly traded
DynamicWeb Enterprises. eB2B creates electronic marketplaces for
specific vertical industries, including sporting goods and drug
stores. The company's customers include retailers Rite Aid, Best
Buy, and Linens & Things.  

At March 31, 2002, eB2B Commerce has a working capital deficit
of about $800,000.


eB2B COMMERCE: Fails to Comply with Nasdaq Listing Requirements
---------------------------------------------------------------
On June 3, 2002, eB2B Commerce, Inc. received correspondence
from The Nasdaq Stock Market stating that its common stock has
not maintained a minimum bid price of $1.00 over the last 30
consecutive trading days as required by Marketplace Rule
4310(c)(4). The Company has been provided 180 days, or until
December 2, 2002, to regain compliance. If at any time before
December 2, 2002, the bid price of the Company's common stock
closes at $1.00 or more per share for a minimum of 10
consecutive trading days (or more at Nasdaq's discretion), then
the Company will achieve minimum bid price rule compliance. If
the Company is unable to demonstrate compliance on or before
December 2, 2002, Nasdaq will determine whether the Company
meets the initial listing criteria under Marketplace Rule
4310(c)(2)(A) and, if so, the Company will be granted an
additional 180 day grace period to demonstrate compliance.
Otherwise, Nasdaq will notify the Company that its common stock
will be delisted. At that time, the Company may appeal this
decision to a Nasdaq Listing Qualifications Panel.

On June 6, 2002, the Company received correspondence from The
Nasdaq Stock Market indicating that its common stock has not
maintained a minimum market value of publicly held shares  of
$1,000,000 as required for continued inclusion by Marketplace
Rule 4310(c)(7).  The Company has been provided 90 days, or
until September 4, 2002, to regain compliance. If at any time
before September 4, 2002, the MVPHS of the common stock is
$1,000,000 or more for a minimum of 10 consecutive trading days
(or more at Nasdaq's discretion), then the Company will achieve
minimum MVPHS compliance. Otherwise, Nasdaq will notify the
Company that its common stock will be delisted. At that time,
the Company may appeal the decision to a Nasdaq Listing
Qualifications Panel.

The 180 day period relates exclusively to the bid price
deficiency and the 90 day period relates exclusively to the
MVPHS deficiency.


EMMIS COMMS: Ernst & Young Replaces Andersen as Accountants
-----------------------------------------------------------
On June 13, 2002, the Audit Committee of Emmis Communications
Corporation and the Board of Directors of Emmis Operating
Company appointed Ernst & Young LLP to serve as its independent
public accountants for the fiscal year ending February 28, 2003,
dismissing Arthur Andersen LLP.

The company owns and operates more than 20 radio stations
serving some of the top markets in the US, including New York
City, Los Angeles, and Chicago. It also owns two radio networks
(AgriAmerica and Network Indiana) in Indiana. Abroad, the
company has stakes in two stations in Argentina and one in
Hungary. Emmis plans to spin off its TV division -- 15 network-
affiliated television stations in 12 states. In addition to
broadcasting, the company publishes several regional magazines,
including Indianapolis Monthly, Los Angeles Magazine, and Texas
Monthly.

As previously reported, Emmis Communications Corporation in
December announced the amendment of its existing $1.29 billion
senior secured credit facility of Emmis Operating Company, a
wholly-owned subsidiary of Emmis Communications, as part of its
efforts to reduce its leverage.  The amendment provides Emmis
with financial covenant relief through December 1, 2002.


ENRON: Shirley Hudler et al Want to Hire Dyer Ellis as Counsel
--------------------------------------------------------------
Shirley Hudler and Mark Lindsey ask the Court to authorize Enron
Corporation and its debtor-affiliates to retain (as well as pay
the legal fees and expenses) Dyer, Ellis & Joseph PC as their
counsel in connection with the government investigations
relating to the Debtors and their employee benefit plans.

Ms. Hudler is a former Senior Director of Enron Global Finance.
She was also the Manager for the JEDI I and II Partnerships from
1997 to December 2001.  On the other hand, Mr. Lindsey is a Vice
President for Enron.  He is responsible for managing and
supervising approximately 30 accountants who do the accounting
work for various Enron business units including Enron Global
Finance.  Because of their positions, various government
agencies have sought to interview Ms. Hudler with regard to
issues related to Enron's business practices and Mr. Lindsey
with regard to issues related to accounting work for Enron.

Ms. Hudler and Mr. Lindsey first sought legal representation
from Swidler Berlin Shereff Friedman LLP.  However, Ms. Hudler
and Mr. Lindsey tell the Court that Swidler refused to represent
them due to a conflict of interest.  Instead, Swidler
recommended that Ms. Hudler and Mr. Lindsey retain a separate
counsel.  So, Ms. Hudler and Mr. Lindsey approached DEJ for
assistance.

Accordingly, DEJ and Ms. Hudler and Mr. Lindsey entered into
retainer agreements.  Under the terms of the retainer
agreements, DEJ will serve as counsel for Ms. Hudler and Mr.
Lindsey in all matters for which legal counsel is required in
connection with the ongoing Investigations.

Specifically, DEJ will provide these services:

  (a) representing Ms. Hudler and Mr. Lindsey in connection with
      specific Investigations or regulatory matters involving
      any branches and agencies of the United States Government
      (including, but not limited to, any interviews,
      depositions, hearings and investigations that have been or
      may be initiated by the United States Congress, the
      Securities and Exchange Commission, the Federal Bureau of
      Investigation, the Department of Justice, the Department
      of Labor, and the Federal Energy Regulatory Commission) as
      well as similar proceedings initiated by a domestic or
      foreign, state or local government entity;

  (b) attending meetings on behalf of Ms. Hudler and Mr. Lindsey
      with third parties with respect to the Investigations;

  (c) appearing before the United States Bankruptcy Court, any
      district or appellate courts, and the U.S. Trustee on
      behalf of Ms. Hudler and Mr. Lindsey with respect to the
      Investigations;

  (d) facilitating and coordinating communications between Ms.
      Hudler, Mr. Lindsey and other parties in connection with
      the Investigations; and

  (e) performing on behalf of Ms. Hudler and Mr. Lindsey the
      full range of services normally associated with the
      Investigations.

"DEJ has advised Ms. Hudler and Mr. Lindsey that the Debtors
will pay for that representation so long as they are simply
witnesses in the Investigations," Jane F. Barrett, Esq., at Dyer
Ellis & Joseph PC, in Washington, D.C., explains.

Ms. Barrett relates that the Firm's representation will not be
duplicative to other counsels retained by the Debtors and will
be limited to representing Ms. Hudler and Mr. Lindsey in
connection with the Investigations.  Ms. Barrett clarifies that
DEJ will not represent Ms. Hudler and Mr. Lindsey with respect
to matters unrelated to the Investigations, like the litigation
of any claims the Employees may have against Enron.

Although DEJ will be retained or will be paid by the Debtors,
Ms. Barrett emphasizes that the attorney-client relationship
will be between DEJ and Ms. Hudler, and DEJ and Mr. Lindsey.  
"DEJ's ethical obligations run directly and solely to Ms. Hudler
and Mr. Lindsey," Ms. Barrett says.  DEJ will only be obliged to
act in accordance with Ms. Hudler's and Mr. Lindsey's
instructions, not those of the Debtors, Ms. Barrett adds.

To day, Ms. Barrett reports, Ms. Hudler and Mr. Lindsey have
only been witnesses in connection with the Investigations.  
Based upon information currently available, Ms. Barrett notes,
it is unlikely that Ms. Hudler or Mr. Lindsey will become a
target or subject of any of the Investigations or that their
interests in connection with the Investigations will conflict
with the interests of the Debtors in facilitating a timely
completion of the Investigations.

The Firm's hourly rates currently range from:

          $275 to 450    partners
           250 to 335    counsel
           145 to 240    associates
            90 to 125    paralegals
            35 to 140    other non-attorney professionals

DEJ also charges for reimbursement of out-of-pocket expenses
including photocopying, telephone and telecopier, toll and
related charges, travel expenses, expenses for "working meals,"
computerized research, transcription costs, and non-ordinary
overhead expenses like secretarial and other overtime.

Ms. Barrett assures the Court that DEJ:

  (a) is a "disinterested person" as that term is defined in
      Section 101(14) of the Bankruptcy Code;

  (b) does not hold or represent any interest adverse to the
      Debtors' estates on the matters for which it is to be
      engaged; and

  (c) has no connections with the Debtors, creditors, any other
      party-in-interest, their respective attorneys and
      accountants, the United States Trustee or any other person
      employed in the Office of the United States Trustee.

"In my view, DEJ is well qualified to render the legal services
because the firm has extensive experience in litigation matters
and serves as counsel to numerous companies and individuals
throughout the United States and abroad," Ms. Barrett contends.
(Enron Bankruptcy News, Issue No. 33; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

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


ENRON CORP: Employee Committee Taps Triad as PR Consultants
-----------------------------------------------------------
In large chapter 11 proceedings, Cathy Hershcopf, Esq., at
Kronish Lieb Weiner & Hellman LLP, in New York, notes, it is
often necessary to retain a communications agency that can
manage responses to creditor inquiries and develop a structure
within which consistent information concerning the status of the
case and procedures can be disseminated to creditors.

In this case, Ms. Hershcopf tells the Court, it is anticipated
that Enron Corporation, its debtor-affiliates, and the official
committees will receive thousands of inquiries from current
employees, former employees and retirees.

To manage the flow of anticipated calls and respond to those
inquiries in a consistent and orderly fashion, the Official
Employment-Related Issues Committee seeks the Court's authority
to retain Triad Communication Inc. as Communication Specialists
and Consultants, nunc pro tunc to April 14, 2002.

Ms. Hershcopf relates that Triad was selected because of its
expertise in communication matters, price competitiveness, high
regard for quality and ability to handle the project
specifications detailed by the Employee Committee.

The Employee Committee anticipates that Triad will generally
provide communication services and related public relations
consulting to the Employee Committee as needed throughout the
course of this case.

In particular, Ms. Hershcopf explains, the professional services
to be rendered by Triad will be subject to and at the direction
of the Employee Committee:

    a. Assisting the Employee Committee in determining its
       constituency and developing strategies by which to
       disseminate information;

    b. Establishing and managing a website to inform current and
       former employees about the bankruptcy, the status of the
       case, and the day-to-day events that affect the employee
       constituency and employment-related issues;

    c. Assisting in maintaining and updating the website as the
       cases progress and information becomes available;

    d. Developing and updating a frequently asked questions page
       on the website and various strategies for dealing with
       responses to same;

    e. Providing information to the constituency of the Employee
       Committee to help them to evaluate their legal rights;

    f. Assisting the Employee Committee in developing strategies
       for dealing with individual inquiries from current and
       former employees; and

    g. Performing and providing other communication assistance
       as is in the interests of the Employee Committee and its
       constituents.

Triad has advised the Employee Committee of its desire and
willingness to accept the representation upon these terms and
conditions.

According to Ms. Hershcopf, Michael A. Malik, President of
Triad, will serve as principal in charge of this assignment.

The compensation to be paid Triad shall be based upon the fixed
unit price, regular hourly rates and reimbursement of actual and
necessary out-of-pocket expenses.  The current hourly rates for
professional services rendered by Triad are:

                Strategist Consulting   $250
                Program Management      $185
                Technical Development   $165
                Technical Support       $155
                Graphic Design          $155
                Testing                 $135
                Project Coordinator     $125
                Clerical                 $55

Ms. Hershcopf emphasizes that no compensation will be paid by
the Debtors' estates to Triad except in accordance with Orders
of the Bankruptcy Court.

Mr. Malik reports that Triad has conducted a manual conflicts
check and finds that the firm is not a creditor, an equity
security holder or an insider of the Debtors.  "Triad has never
been an investment banker or attorney for an investment banker
for any outstanding debt security of the Debtors, and has no
known connections with the United States Trustee or any person
employed by the United States Trustee," Mr. Malik asserts.

However, Mr. Malik admits that Triad may work for or may have
worked for some of parties in interest in matters unrelated to
these cases.  But Triad does not believe that:

  -- any part of these cases or any of Triad's possible ties to
     creditors or other potential parties in interest concerns
     the same subject matter as these bankruptcy cases;

  -- those potential ties will interfere with or impair Triad's
     professional judgment in representing the Employee
     Committee; and

  -- the existence of those potential ties creates an appearance
     of impropriety by Triad.

"To the best of my knowledge, Triad does not represent or hold
any interest adverse to the Employee Committee, any of the
Debtors' known creditors or have any interest materially adverse
to the Debtors' estates," Mr. Malik assures the Court.  Triad is
a "disinterested person" within the meaning of Section 101(14)
of the Bankruptcy Code, Mr. Malik maintains. (Enron Bankruptcy
News, Issue No. 33; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


EVERGREEN INT'L: S&P Places B+ Credit Rating on Watch Negative
--------------------------------------------------------------
Standard & Poor's placed its single-'B'-plus corporate credit
rating on Evergreen International Aviation Inc. on CreditWatch
with negative implications. The rating action reflects
uncertainties surrounding the outcome of the company's current
refinancing initiatives, including its application for a federal
loan guarantee. McMinnville, Oregon-based Evergreen is a
provider of domestic and international air cargo transport and
aircraft-related services.

"The CreditWatch listing stems from Standard & Poor's concerns
regarding Evergreen's near-term sources of funding," said
Standard & Poor's credit analyst Lisa Jenkins. Evergreen has
applied to the Air Transportation Stabilization Board for a
federal loan guarantee. It is also negotiating with potential
new lenders to replace certain existing creditors that have
indicated a desire to be prepaid.

Evergreen derives the majority of its revenues and operating
profits from its subsidiary, Evergreen International Airlines,
which transports air cargo via a fleet of B-747-100 and -200
widebody freighters and smaller DC-9 freighter aircraft. The
company also provides ground logistics services; aircraft
maintenance and repair services; helicopter and small aircraft
services; and aviation sales and leasing. Evergreen serves both
military and commercial customers. Despite the significant
weakening in commercial air cargo demand over the past year,
Evergreen has remained profitable, reflecting the benefits of
increased military flying. This is expected to remain an
important underpinning of financial performance this year.

Standard & Poor's will monitor the company's efforts to resolve
current financing issues. The rating will be lowered if the
company is unsuccessful in replacing or extending existing
credit agreements.


EXIDE TECHNOLOGIES: Committee Brings-In Akin Gump as Counsel
------------------------------------------------------------
Exide Technologies' Official Committee of Unsecured Creditors
asks the Court to authorize it to retain Akin Gump Strauss Hauer
& Feld LLP as its co-counsel in the Debtors' Chapter 11 cases,
nunc pro tunc to April 29, 2002

The Committee submits that it will be necessary to employ and
retain Akin Gump to provide, among other things, the following
assistance:

A. advise the Committee with respect to its rights, duties and
    powers in these Cases;

B. assist and advise the Committee in its consultations with the
    Debtors relative to the administration of these Cases;

C. assist the Committee in analyzing the claims of the Debtors'
    creditors and the Debtors' capital structure and in
    negotiating with holders of claims and, if appropriate,
    equity interests;

D. assist the Committee's investigation of the acts, conduct,
    assets, liabilities and financial condition of the Debtors
    and other parties involved with the Debtors, and of the
    operation of the Debtors' businesses;

E. assist the Committee in analyzing inter-company transactions
    and issues relating to the Debtors' non-debtor affiliates;

F. assist the Committee in its analysis of and negotiations with
    the Debtors or any third party concerning matters related
    to, among other things, the assumption or rejection of
    certain leases of non-residential real property and
    executory contracts, asset dispositions, financing of other
    transactions and the terms of a plan of reorganization for
    the Debtors;

G. assist and advise the Committee as to its communications, if
    any, to the general creditor body regarding significant
    matters in these Cases;

H. represent the Committee at all hearings and other
    proceedings;

I. review and analyze all applications, orders, statements of
    operations and schedules filed with the Court and advise the
    Committee as to their propriety;

J. assist the Committee in preparing pleadings and applications
    as may be necessary in furtherance of the Committee's
    interests and objectives; and

K. perform other services as may be required and are deemed
    to be in the interests of the Committee in accordance with
    the Committee's powers and duties as set forth in the
    Bankruptcy Code.

Jeff Dobbs, Co-Chairperson of the Committee, believes that Akin
Gump possesses extensive knowledge and expertise in the areas of
law relevant to these Cases, and that Akin Gump is well
qualified to represent the Committee in these Cases.  In
selecting attorneys, the Committee sought counsel with
considerable experience in representing unsecured creditors'
committees in Chapter 11 reorganization cases and other debt
restructurings. Akin Gump has such experience since it is
currently representing and has represented creditors' committees
in many significant Chapter 11 reorganizations, including the
following Chapter 11 cases, among others: In re Cambridge
Industries, Inc.; In re Carematrix Corporation; In re Carmike
Cinemas, Inc.; In re Crown Vantage, Inc.; In re Genesis Health
Ventures, Inc.; In re Hayes Lemmerz International, Inc.; In re
Heilig-Meyers, Inc.; In re Imperial Distributing, Inc.; In re
Lernout & Hauspie Speech Products N.V.; In re Pinnacle Brands,
Inc.; In re Pillowtex, Inc.; and In re Polaroid Corporation.

Subject to the Court's approval, Akin Gump will charge for its
legal services on an hourly basis in accordance with its
ordinary and customary hourly rates in effect on the date such
services are rendered.  The current hourly rates charged by Akin
Gump for professionals and paraprofessionals employed in its
offices are provided below:

       Partners                          $400-$700
       Special Counsel and Counsel       $285-$600
       Associates                        $185-$430
       Paraprofessionals                 $ 55-$165

The names, positions and current hourly rates of the Akin Gump
professionals presently expected to have primary responsibility
for providing services to the Committee are as follows:

  Fred S. Hodara (Financial Restructuring Partner)   - $600/hour
  Susan Cohen    (Corporate Partner)                 - $500/hour
  Mary Masella   (Financial Restructuring Associate) - $350/hour
  Randy Gartin   (Financial Restructuring Associate) - $200/hour

Fred S. Hodara, a member of the Firm of Akin Gump Hauer & Feld
LLP, assures the Court that the Firm does not represent and does
not hold any interest adverse to the Debtors' estates or their
creditors in the matters upon which Akin Grump is to be engaged.
However, Akin Gump is a large firm with a national practice and
may represent or may have represented certain of the Debtors'
creditors, equityholders, affiliates or other parties in
interest in matters unrelated to these Cases, including:

A. Indenture Trustees: The Bank of New York and Deutsche Bank
    AG;

B. Creditors: The Bank of New York, Enron Metals & Commodity
    Corp., EDS Corp., and Blue Cross Blue Shield of Iowa;

C. Secured Lenders: Credit Suisse First Boston, Allstate
    Insurance Co., Bear Sterns & Co., Centurion CDO I Ltd.,
    Citicorp USA Inc., Contrarion Funds, Dresdner Bank, GE
    Capital, Lehman Bros., Morgan Stanley, Orix Finance Corp.,
    Salomon Bros., UBS Warburg, Banco Popolare, Bank of
    Montreal, First Union National Bank, Fleet National Bank,
    General Motors, Mitsubishi Trust & Bank, Natexis Banque,
    Paribas Capital Funding LLC, Sumitomo Bank, and Toronto
    Dominion Bank;

D. Professionals: Credit Suisse First Boston, Salomon Smith
    Barney, Goldman Sachs, Lehman Bros., Morrison & Foerster,
    McKinsey & Co., and Kirkland & Ellis;

E. Lessors: GE Capital Corp., Finova Capital Corp., Heller
    Financial, Mellon USA Leasing, Wells Fargo, Transamerica
    Business Credit Corp., and Ryder Truck Rental;

Mr. Hodara informs the Court that the Firm received a $50,000
retainer from the Debtors prior to the petition date and applied
the retainer to fees and expenses incurred in connection with
prepetition services rendered to the Committee.  Akin Gump's
remaining unpaid prepetition fees and expenses in connection
with the representation of the Committee aggregate $45,319.63.
(Exide Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

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


EXODUS: EXDS Notifies SEC All Prepetition Securities Cancelled
--------------------------------------------------------------
Pursuant to the Chapter 11 Plan, which was approved on June 5,
2002, EXDS, Inc., notifies the Securities and Exchange
Commission that its publicly traded securities were cancelled as
of June 19, 2002, the effective date of the Reorganization Plan.  
Those securities are Exodus':

        a. Common Stock, par value $0.001 per share
        b. Preferred Share Purchase Rights
        c. 11-1/4% Senior Notes due 2008
        d. Euro-denominated 11-3/8% Senior Notes due 2008
        e. 10-3/4% Senior Notes due 2009
        f. Euro-denominated 10-3/4% Senior Notes due 2009
        g. 11-5/8% Senior Notes due 2010
        h. 5% Convertible Subordinated Notes due 2006
        i. 4-3/4% Convertible Subordinated Notes due 2008
        j. 5-1/4% Convertible Subordinate Notes due 2008

EXDS Inc. Chief Executive Officer Joseph Stockwell states that
all Common Stock issued (or to be issued) pursuant to the
Reorganization Plan will be held by the Plan Administrator.
(Exodus Bankruptcy News, Issue No. 20; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

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


FIRST INDUSTRIAL: TSX Delists Shares for Violating Requirements
---------------------------------------------------------------
Effective at the close of business June 21, 2002, the common
shares of First Industrial Capital Corporation were delisted
from TSX Venture Exchange for failing to meet Exchange Listing
Requirements by ailing to complete a qualifying transaction
within 18 months of listing. The securities of the Company have
been suspended since January 19, 2000.


FLAG TELECOM: Gets Final Approval of Poorman-Douglas' Engagement
----------------------------------------------------------------
Judge Allan L. Gropper grants FLAG Telecom Holdings Limited, and
its debtor-affiliates final authority for the retention of
Poorman-Douglas Corporation as Notice Agent and Claims Agent
effective April 12, 2002.  The Order does not preclude any party
from filing Objection to the fee allocation among the Debtors in
employing Poorman's services.

Earlier, the noteholders of FLAG Telecom Holdings Ltd. objected
to the allocation of the costs to retain Poorman.  Conor D.
Reilly, Esq., at Gibson, Dunn & Crutcher LLP, calls the
Objection frivolous and an attempt to gain leverage in ongoing
talks on distribution to various credit groups in the Chapter 11
cases.

To resolve the Objection, Mr. Reilly proposed deferring to a
later date the determination of the cost-sharing, and revising
the Order the Debtors had proposed to the Court by inserting a
clause that says: "This order is without prejudice to any party
in interest objecting to the allocation of fees and expenses
permitted hereunder among the Debtors."

The Objection was resolved and withdrawn.

In addition to the services outlined in the Application, Poorman
is directed to:

   a. Docket all claims received;

   b. Relocate, by messenger, all of the actual proofs of claim
      filed to Poorman, not less than weekly;

   c. Thirty days prior to the close of these cases, an Order
      dismissing the Agent shall be submitted terminating the
      services of the Agent upon completion of its duties and
      responsibilities and upon the closing of these cases; and

   d. At the close of the case, box and transport all original
      documents in proper format, as provided by the Clerk's
      office, to the Federal Records Center. (Flag Telecom
      Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
      Service, Inc., 609/392-0900)


FORMICA CORP: Secures Court Authority to Retain Lazard Freres
-------------------------------------------------------------
Formica Corporation and its debtor-affiliates sought and
obtained approval from the U.S. Bankruptcy Court to employ
Lazard Freres & Co. LLC as their financial advisors and
investment bankers.

The Debtors assert that Lazard is familiar with their business
and financial affairs as a result of a prepetition engagement.

As financial advisors and investment banker, Lazard will render
these services:

     a. a review and analysis of the Debtors' business,
        operations and financial projections;

     b. evaluating the Debtors' potential debt capacity in light
        of its projected cash flows;

     c. assisting in the determination of an appropriate capital
        structure for the Debtors;

     d. determining a range of values for the Debtors on a going
        concern basis;

     e. advising the Debtors on tactics and strategies for
        negotiating with the holders of the Existing Obligations
        and the Existing Interests;

     f. rendering financial advice to the Debtors and
        participating in meetings or negotiations with the
        Stakeholders and Rating agencies or other appropriate
        parties in connection with any restructuring,
        modification or refinancing of the Debtors' Existing
        Obligations and Existing Interests;

     g. advising the Debtors on the timing, nature, and terms of
        new securities, other consideration or other inducements
        to be offered pursuant to the Restructuring;

     h. advising and assisting the Debtors in evaluating
        potential capital markets transactions of public or
        private debt or equity offerings by the Debtors, and, on
        behalf of the Debtors, evaluating and contacting
        potential sources of capital as the Debtors may
        designate and assisting the Debtors in negotiating such
        a Financing Transaction;

     i. assisting the Debtors in preparing documentation within
        our expertise required in connection with the
        Restructuring of the Existing Obligations and Existing
        Interests;

     j. assisting the Debtors in identifying and evaluating
        candidates for a potential Business Combination,
        advising the Debtors in connection with negotiations and
        aiding in the consummation of a Business Combination
        including the undertaking of any customary financial
        analysis in connection therewith;

     k. advising and attending meetings of the Debtors' Boards
        of Directors and their committees;

     l. providing testimony in any aspect of the Restructuring,
        as necessary, in any proceeding before the applicable
        court;

     m. if requested by the Board of Directors of Formica
        Corporation, render an opinion as to the fairness to
        Formica Corporation or its shareholders, from a
        financial point of view, of the consideration to be
        received pursuant to a substantial Business Combination
        consummated outside of a bankruptcy proceeding and will
        furnish to Formica Corporation a letter expressing such
        Opinion;

     n. providing the Debtors with other customary general
        restructuring advice and valuation advice.

The Debtors will pay Lazard:

     a. a $150,000 monthly fee; and

     b. a $3,300,000 Restructuring Fee, in cash, upon completion
        of a Restructuring.

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.

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


GALEY & LORD: Gets Nod to Stretch Exclusivity Until October 1
-------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Southern District
of New York, Galey & Lord, Inc. and its debtor-affiliates
obtained an extension of their exclusive periods.  The Court
gives the Debtors, until October 1, 2002, the exclusive right to
file their plan of reorganization and until December 2, 2002, to
solicit acceptances of that Plan.

G&L, a leading global manufacturer of textiles for sportswear,
including cotton casuals, denim, and corduroy, and is a major
international manufacturer of workwear fabrics, filed for
chapter 11 protection on February 19, 2002 together with its
affiliates. When the Company filed for protection from its
creditors, it listed $694,362,000 in total assets and
$715,093,000 in total debts.

According to DebtTraders, Galey & Lord Inc.'s 9.125% bonds due
2008 (GNL1) are quoted at 14. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=GNL1


GENEVA STEEL: Seeks Nod to Employ Grubb & Ellis as Realty Broker
----------------------------------------------------------------
Geneva Steel LLC and its affiliates debtors are asking for
authority in the retention of Grubb & Ellis/Utah Real Estate as
a realty broker.

Grubb & Ellis is a national brokerage firm with extensive
experience representing sellers and buyers of commercial real
estates, the Debtors tell the Court.

The Debtors wish to employ Grubb & Ellis with respect to their
property located at 115 North Geneva Road, Vineyard, Utah, with
approximately $5,906 square foot building and approximately 1.6
acres of land, known as the Geneva Steel Accounting Building.

Grubb & Ellis has agreed to provide the requested services for a
commission of 6% of the gross sales price of the Property, and
will not be entitled to any reimbursement of any expenses

Geneva Steel owns and operates an integrated steel mill located
near Provo, Utah. The Company filed for chapter 11 protection on
January 25, 2002. Andrew A. Kress, Esq., Keith R. Murphy, Esq.
and Stephen E. Garcia, Esq. at Kaye Scholer LLP represent the
Debtor in its restructuring efforts. When the Company filed for
protection from its creditors, it listed $264,440,000 in total
assets and $192,875,000 in total debts.


GLOBAL CROSSING: Taps Christensen as Special Calif. Counsel
-----------------------------------------------------------
Global Crossing Ltd., and its debtor-affiliates seek to retain
the law firm of Christensen Miller Fink Jacobs Glaser Weil &
Shapiro LLP, as special litigation counsel nunc pro tunc to
March 28, 2002. Specifically, Christensen Miller will be
employed and retained to act as local counsel to assist the law
firm of Debevoise & Plimpton in connection with the defense of
class action securities fraud litigation pending against the
Debtors and Officers and Directors in the United States District
Court for the Central District of California and in the Los
Angeles County Superior Court.  The Debtors and Christensen
Miller are planning to enter into an engagement letter
memorializing this representation and Christensen Miller also is
planning to enter into separate engagement letters with the
Officers and Directors regarding this matter.

According to Mitchell C. Sussis, the Debtors' Corporate
Secretary, the Debtors have agreed to this joint representation
based upon their belief that no current conflict exists among
the Debtors and these Officers and Directors and that this joint
representation will be cost efficient and beneficial to all
parties.  Christensen Miller submits that, because the Debtors
and the Officers and Directors had an immediate need for
representation with regard to these matters and Christensen
Miller began its representation before the terms of this
engagement were finally memorialized, the approval of
Christensen Miller's retention nunc pro tunc to March 28, 2002
is fair and equitable in these cases.

The professional services that Christensen Miller has rendered
and will continue to render in this regard as local counsel
include:

A. preparing and/or assisting in the preparation of various
    motion papers and other documents filed with the Court;

B. coordinating and handling the filing of documents with the
    Court;

C. coordinating and handling the service of documents on
    parties;

D. advising and conferring with Debevoise & Plimpton regarding
    local rules, practices, and procedure;

E. meeting and conferring with opposing counsel with regard to
    motion practice and other matters;

F. communicating with Court personnel regarding various matters;

G. appearing in Court for hearings; and

H. other tasks generally incidental to acting as local counsel.

Mr. Sussis relates that the Debtors have selected Christensen
Miller as special litigation counsel to assist Debevoise &
Plimpton on the basis of Christensen Miller's considerable
experience and knowledge in handling these types of litigation,
particularly in the United States District Court for the Central
District of California.  The Debtors have been informed that
Terry Christensen, Patricia L. Glaser and Sean Riley, partners
of Christensen Miller, as well as other members of and
associates of Christensen Miller who will be employed in
connection with this representation, are members in good
standing of, among others, the Bar of the State of California
and the United States District Court for the Central District of
California.

Sean Miller, a Member of the Firm, assures the Court that
Christensen Miller has no connection with the Debtors, their
creditors, any other parties in interest, or their respective
attorneys and accountants, or with the United States Trustee or
any person employed in the office of the United States Trustee.

Mr. Miller informs the Court that Christensen Miller alleges a
prepetition claim of approximately $257,000 for work done for
the Debtors in connection with certain litigation and employment
matters before the Commencement Date.  Christensen Miller also
asserts that it performed approximately $40,000 in billed and
unbilled work for the Debtors between the Commencement Date and
March 28, 2002.

Subject to the Court's approval under section 330(a) of the
Bankruptcy Code, the Debtors propose to compensate Christensen
Miller on an hourly basis at rates consistent with the rates
charged by Christensen Miller in non-bankruptcy matters of this
type.  The hourly rates proposed to be charged by Christensen
Miller in connection with this representation range from:

       Partners            $350 to $525 per hour
       Associates          $165 to $325 per hour
       Paralegals          $110 to $150 per hour

The Christensen Miller attorneys who will be working on this
engagement will include:

       Terry Christensen      $525.00 per hour
       Patricia L. Glaser     $525.00 per hour
       Sean Riley             $450.00 per hour
       William A. Wright      $280.00 per hour

Conditioned upon the approval of this Court under Section 330(a)
of the Bankruptcy Code, and Fee Guidelines and the Monthly Fee
Order, Christensen Miller intends to seek compensation as
follows:

A. During the course of its engagement, Christensen Miller will
    submit, to the Debtors' director and officer liability
    insurance carrier, its monthly statements for fees and
    expenses associated with work performed for the Debtors and
    the Officers and Directors;

B. If the statement submitted to the D&O Carrier is not paid in
    full within 30 days of submission, a request for payment of
    whatever portion of the outstanding statements has not been
    paid will be submitted to the Debtors for payment within an
    additional 30 days. (Global Crossing Bankruptcy News, Issue
    No. 13; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GLOBAL CROSSING: Fiber Optek Moves for Trustee or Examiner
----------------------------------------------------------
Michael S. Pascazi, President of Fiber Optek Interconnect Corp.
and a Global Crossing, Ltd. (OTCBB:GBLXQ) stockholder, has filed
a motion with the Bankruptcy Court for the Southern District of
New York asking that a trustee be appointed to oversee the
affairs of Global Crossing or in the alternative, that an
independent examiner be appointed to conduct an investigation of
the debtors as is appropriate, including any allegations of
fraud, dishonesty, incompetence, misconduct, mismanagement or
irregularity in the management of the affairs of the debtors of
or by current or former management of the debtors.

Mr. Pascazi asserts that the company has been and continues to
be mismanaged, providing valid cause for the court to appoint a
trustee. As examples of mismanagement, Mr. Pascazi points to
Global Crossing's $486 million in reported losses since
inception of bankruptcy proceedings and its failure to file its
annual report for the year ending December 31, 2001 with the
Securities and Exchange Commission as required. Meanwhile, the
company's market value has plummeted from a high of
approximately $53.3 billion in February, 2000 to about $54
million today for a loss of approximately $53 billion.

Furthermore, Mr. Pascazi declares, in view of the numerous
investigations swirling around the prior affairs of the company,
as well as the civil litigation that has been filed against
certain members of management, appointment of a trustee would
clearly be in the best interests of creditors, shareholders and
the Global Crossing estate in general.

If a trustee is named, then under Section 1121 of the Bankruptcy
Code, management's exclusive right to file a plan of
reorganization would expire, opening the door for the submission
of plans by others. Fiber Optek has already expressed its
interest in submitting such a plan of reorganization as soon as
it is permissible. Mr. Pascazi said today that he and Fiber
Optek stand ready to provide assistance to outside investors
considering participation in restructuring Global Crossing, with
an eye toward Fiber Optek's playing a role in the reorganized
concern.

Fiber Optek Interconnect Corp. is a privately-owned leading
developer and installer of fiber optic telecommunications
networks with nearly 20 years experience in the industry.

The full text of the motion filed by Mr. Pascazi may be found at
http://www.gblxplan.comor on the official Web site for the U.S.  
Bankruptcy Court Southern District of New York.

DebtTraders says that Global Crossing Holdings Ltd.'s 9.625%
bonds due 2008 (GBLX3) are trading at about 1.625. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GBLX3for  
real-time bond pricing.


GOLDMAN INDUSTRIAL: Wants to Retain Exclusivity through Aug. 14
---------------------------------------------------------------
Goldman Industrial Group, Inc., and its debtor-affiliates want
the U.S. Bankruptcy Court for the District of Delaware to give
them more time to propose and file their chapter 11 plan and to
solicit acceptances of that plan.  The Debtors want to maintain
their exclusive rights under Sec. 1121 of the Bankruptcy Code to
file a plan through August 14, 2002 and to solicit acceptances
of that plan through October 14, 2002.

The Debtors remind the Court that this is the first exclusivity
extension sought in these cases. The Debtors relate that they
have spent the majority of their time engaged in negotiations to
sell a substantial portion of their assets. The first such sale
involving a substantial portion of the assets of J&L, Jones &
Lamson, Fellows and Bryant closed two weeks ago. Because of the
precarious state of the Debtors' business, they have not been in
a position to complete an evaluation of their alternatives for
concluding these cases or to begin discussions with all parties
as to a consensual resolution of these cases.

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.


HOULIHAN'S RESTAURANTS: Has Until July 21, 2002 to File Plan
------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Western District
of Missouri, Houlihan's Restaurants, Inc. and its debtor-
affiliates obtained an extension of their exclusive periods.  
The Court gives the Debtors, until July 21, 2002, the exclusive
right to file their plan of reorganization and until September
19, 2002, to solicit acceptances of that Plan.

Houlihan's Restaurants, Inc. filed for chapter 11 protection
together with affiliates on January 23, 2002. Cynthia Dillard
Parres, Esq. and Laurence M. Frazen, Esq. at Bryan, Cave LLP
represent the Debtors in their restructuring efforts. When the
Company filed for protection from its creditors, it listed
estimated debts and assets of more than $100 million.


KELLSTROM: Asks For Exclusivity Extension Through September 18
--------------------------------------------------------------
Kellstrom Industries, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to stretch
their Exclusive Periods.  The Debtors wish to maintain their
exclusive Plan Proposal Period through September 18, 2001 and
preserve their exclusive right to solicit acceptances of that
plan through November 17, 2002.

The Debtors assert that they are exhibiting "good faith progress
toward reorganization."  The Debtors remind the Court that it
just recently approved the sale of the Debtors' assets.  The
Debtors assure the Court that once the sale closes, they will
turn their attention toward the formulation of a consensual
chapter 11 plan.

The Debtors have also been involved in negotiating a settlement
with Aviation Sales Company, Inc. of which the Court recently
approved. Additionally, the Debtors are also preparing to set a
bar date for proofs of claim as part of the formulation of any
proposed plan of reorganization.

Kellstrom Industries, Inc., a leader in the aviation inventory
management industry filed for chapter 11 protection on February
20, 2002. Domenic E. Pacitti, Esq. at Saul Ewing LLP represents
the Debtors in their restructuring efforts. When the Company
filed for protection from its creditors, it listed $371,249,106
in total assets and $402,400,477 in total debts.


LAMAUR CORP: Files for Chapter 11 Reorganization in Minnesota
-------------------------------------------------------------
The Lamaur Corporation has filed for Chapter 11 reorganization.
The Company said that post September 11 declines in sales
combined with customer bankruptcies created cash flow
shortfalls.

The company considers its outlook to be positive based on sales
results of its new products and the ongoing support of its
retailer partners. The company anticipates an early emergence
from Chapter 11 status.


LAMAUR CORP: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: The Lamaur Corporation
        5601 East River Road
        Fridley MN 55432
        fka Electronic Hair Styling, Inc.

Bankruptcy Case No.: 02-81847

Type of Business: The Debtor is a distributor and marketer of
                  hair care products.

Chapter 11 Petition Date: June 19, 2002

Court: District of Minnesota

Judge: Nancy C. Dreher

Debtor's Counsel: William I. Kampf, Esq.
                  Kampf & Associates, P.A.
                  901 Foshay Tower
                  821 Marquette Avenue
                  Minneapolis MN 55402
                  612-339-0522   

Total Assets: $2,565,000

Total Debts: $8,664,589

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Owens Brockway                                        $511,778
Joan Channell
One Seagate -7-05G
Toledo OH 43666

Larosa, Dominic            Legal Fees                 $250,000
27 Buckley Hill Road
Morris Township NJ 07960

Conde Nast                                            $209,932

Dennis Publishing                                     $169,839

Longview Fibre                                        $167,327

Seaquist Dispensing                                   $158,174

Crossmark                                             $113,788

Leonard Street Deinard                                $103,002

Consolidated Freightways                              $101,013

Johnson Printing                                       $82,877

EMAP USA                                               $81,807

Kaufman Container                                      $80,113

Shaw Mudge                                             $78,193

National Starch                                        $72,443

Dawes Transport                                        $64,736

Cognis Corp                                            $62,733

Information Resources                                  $62,251

Rolling Stone                                          $61,557    


LIONBRIDGE TECHNOLOGIS: Gets Majority Votes for Reverse Split
-------------------------------------------------------------
Lionbridge Technologies, Inc. (Nasdaq: LIOX) has received
irrevocable proxies from stockholders sufficient to effect a
reverse stock split of the Company's common stock.  The reverse
stock split, which will be formally approved at a special
meeting of shareholders on July 29, 2002, will be at a ratio to
be determined by the Board of Directors, not to exceed one-for-
three.

The Company expects that the reverse split will enable
Lionbridge to maintain compliance with the bid price
requirements for continued listing on The Nasdaq National
Market.  In addition to helping the Company maintain the
required stock price for continued Nasdaq National Market
listing, the reverse stock split is also expected to create an
attractive stock price that will make more shares accessible to
institutional investors.

Lionbridge received notification from Nasdaq that the Company is
out of compliance with marketplace rule #4450B4, which requires
the Company to maintain a minimum bid price of $3.00 for ten
consecutive trading days.  The Company has filed a request for a
hearing before the Nasdaq Qualifications Panel to review the
staff determination.  The Company's stock will continue to be
traded on the Nasdaq National Market pending the final decision
by the Panel.  If National Market compliance can not be met, the
Company would expect that its common stock be traded on the
Nasdaq Small Cap Market.

"This action should maintain our listing on Nasdaq National
Market, which is the last material item to be resolved as we
effectively recover from last year's economic downturn," said
Rory Cowan, CEO of Lionbridge.  "As we announced earlier this
quarter, we continue to see a strengthening in our business with
Q2 revenue estimates of $28.0 million, EBITDA (earnings before
interest, taxes, depreciation and amortization) projected to
exceed $1.0 million and expectations to approach breakeven net
income on a GAAP basis. This continued growth, combined with our
strong recurring revenue model, positions Lionbridge for a very
strong 2002."

Lionbridge Technologies, Inc. provides solutions for worldwide
deployment of technology and content to global 2000 companies in
the technology, life sciences and financial services industries.  
Lionbridge testing and compatibility services, globalization
solutions and multilingual content management technologies help
clients reduce cost, speed time to market and ensure the
integrity of global brands.  Based in Waltham, Mass., Lionbridge
maintains facilities in England, Ireland, The Netherlands,
France, Germany, China, South Korea, Japan, Taiwan, Brazil and
the United States.  To learn more, visit
http://www.lionbridge.com

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


MERISTAR HOSPITALITY: Says Sluggish Economy May Hurt Q2 Results
---------------------------------------------------------------
MeriStar Hospitality Corporation (NYSE: MHX), the nation's third
largest hotel real estate investment trust (REIT), announced
that revenue per available room (RevPAR) and funds from
operation per diluted share results for the second quarter will
be lower than the guidance the company provided in its first-
quarter earnings release on May 7. The lower expectations
reflect continued softness in the economy, particularly in the
business travel sector.

The company said it expects RevPAR to decline 10 percent to 11
percent for the 2002 second quarter, compared to previous
guidance of a 6 percent to 8 percent decline. Estimated EBITDA
was revised downward from $77 million to $79 million to $71
million to $73 million, and forecasted FFO per diluted share was
lowered to $0.67 to $0.71, compared to earlier estimates of
$0.80 to $0.84.

"As has been reported industry wide, the anticipated rebound in
the economy and corporate travel has not materialized as quickly
as expected," said Paul Whetsell, chairman and chief executive
officer. "We had seen steady improvement in RevPAR year-over-
year comparisons each month since September until May, when we
experienced an 11.8 percent RevPAR decline. We have seen
particular weakness in the Northeast Corridor, Southwest
Florida, Northern California and Chicago. We expect June RevPAR
to decline 10 percent compared to 2001 and we anticipate RevPAR
declines of 4 percent to 6 percent in July and August.

"We will update our earnings guidance for the remainder of the
year when we announce our second-quarter earnings in early
August," said Whetsell. "Our guidance on dividends for the
remainder of the year remains unchanged, with a targeted
increase to $0.25 per common share for both the third and fourth
quarters, based on current projected earnings."

Washington, D.C.-based MeriStar Hospitality Corporation owns 112
principally upscale, full-service hotels in major markets and
resort locations with 28,653 rooms in 27 states, the District of
Columbia and Canada. The company owns hotels under such
internationally known brands as Hilton, Sheraton, Marriott,
Westin, Radisson and Doubletree. For more information about
MeriStar Hospitality Corporation, visit the company's Web site:
http://www.meristar.com

Meristar's March 31, 2002 balance sheet shows a working capital
deficit of about $10 million.


METALS USA: Asks Court to Allow AIG Insurance Pact Assumption
-------------------------------------------------------------
Metals USA, Inc., and its debtor-affiliates seek authority to
assume certain insurance agreements under existing insurance
programs with the National Union Fire Insurance Company of
Pittsburgh, Pa., on behalf of itself and certain entities
related to American International Group, Inc. (collectively
known as AIG).  The insurance agreements cover the policy years
from October 1, 2001 through October 1, 2002.

Zack A. Clement, Esq., at Fulbright & Jaworski LLP in Houston,
Texas, informs the Court that the Debtors have provided a
$5,335,000 letter of credit to AIG, which was required as
collateral to secure the Debtors' obligations to AIG under the
2001-2002 insurance agreements.  AIG, as a condition to
adjusting the said collateral and avoid drawing on it, has
required for the Debtors to assume the agreements and to cure
all past due defaults owing.

Mr. Clement says that although the Debtors previously assumed
certain insurance policies through their agent, John L. Wortham
& Son, AIG has requested the Debtors to assume certain
additional agreements related to the existing policies, which
form the basis of the Debtors' current insurance program.

Since 1998, Mr. Clement accords, AIG has provided the Debtors
with workers' compensation, general liability and commercial
automobile liability coverage.  On October 1, 2000, the Debtors
entered into their current comprehensive two-year high-
deductible insurance program, which began on October 1, 2000 and
will end on October 1, 2002.  The Debtors recently sent AIG a
payment of $157,038 for AIG's October 2001 invoice.  The Debtors
thus do not have any outstanding obligations for the first year
of the agreement.

Additionally, Mr. Clement says, AIG Claim Services, Inc. acts as
a claims administrator and adjusts and pays covered losses and
expenses that it insures.  The Debtors, meanwhile, reimburse AIG
for the losses and expenses under the AIG Agreements.  Since the
inception of their relationship with AIG, the Debtors have
endeavored to perform their obligations under the AIG
Agreements.

Mr. Clement explains that, upon assumption of the agreements,
AIG will return and release a bond in the amount of $2,050,000
million.  The yearly premiums for the Insurance Program were
paid through a combination of a 35% deposit and eleven monthly
installments.  AIG, meanwhile, will not seek any additional
collateral from the Debtors during the actual 2000-2002 policy
year but may make adjustments to the present collateral after
October 1, 2002.

Mr. Clement submits that considering the size and complexity of
the Debtors' businesses, only a few insurance companies are
capable of providing the level of insurance coverage and
flexibility to service claims on a nationwide basis required by
Debtors, which AIG has traditionally provided, at competitive
rates.  The assumption of the AIG agreements are thus in the
best interest of the Debtors, their estates and their creditors
and is within the Debtors' sound business judgment. (Metals USA
Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


MILTON D. MYER: Hilco Agrees to Provide $9 Million DIP Financing
----------------------------------------------------------------
Theodore L. Koenig, President and Chief Executive Officer of
Hilco Capital LP, announced the completion and funding of a $9
million DIP senior secured revolving facility to Milton D. Myer
d/b/a Family Toy.

Headquartered in Carnegie, Pennsylvania, the Milton D. Myer
Company, which operates under the trade name Family Toy, was
founded by Milton Myer in 1919. Family Toy is a third generation
retailer of toys for kids of all ages sold at 18 stores in
Pennsylvania, Ohio, New Jersey and West Virginia. The store
products include video games, action figures, specialty arts and
crafts, hobbies, bikes, ride-on toys, classic games and a large
line of children's books.

Mr. Koenig said, "We are very excited that we could provide
Milton D. Myer a debtor-in-possession credit facility. Hilco
Capital has structured a facility to allow the company to
operate while in the Chapter 11 process."

"Hilco Capital has provided a platform for our company to
achieve our business plan. The Hilco Capital DIP facility and
the additional liquidity it provides will ultimately allow our
company to reach a plan of reorganization. Hilco has
demonstrated their flexibility and expertise in these types of
transactions and their confidence in our team," said Richard
Myer, President, of Family Toy.

Hilco Capital LP is an investment fund specializing in providing
junior secured debt, tranche B debt and senior bridge financing
throughout North America. Hilco Capital focuses on a broad
cross-section of manufacturers, distributors, service providers
and retailers. Hilco Capital prides itself on its flexible
investment approach, its ability to execute difficult or complex
transactions and its ability to close and fund transactions
quickly. To learn more about Hilco Capital, visit
http://www.hilcocapital.com


MONTGOMERY WARD: Court Sets Confirmation Hearing for July 12
------------------------------------------------------------
             IN THE UNITED STATES BANKRUPTCY COURT
                     DISTRICT OF DELAWARE

In re:                                 )  Chapter 11
Montgomery Ward, LLC,                  )  Case No. 00-4667 (RTL)
a Delaware limited liability company,  )  Jointly Administered
et al.,                               )  
              Debtors.                 )

              Hearing Date: July 12, 2002, at 10:00 a.m.
        Objection Deadline: June 28, 2002, at 4:00 p.m.

             NOTICE OF APPROVAL OF DISCLOSURE STATEMENT
           ACCOMPANYING THIRD AMENDED PLAN OF LIQUIDATION
           PROPOSED BY THE OFFICIAL COMMITTEE OF UNSECURED
         CREDITORS, LAST DATE TO VOTE TO ACCEPT OR REJECT THE
         PLAN, HEARING To CONSIDER CONFIRMATION OF THE PLAN,
          AND LAST DATE TO FILE OBJECTIONS TO CONFIRMATION
      
      PLEASE TAKE NOTICE that by Order dated May 6, 2002, the
United States Bankruptcy Court for the District of Delaware
approved the Disclosure Statement Accompanying the Third Amended
Plan of Liquidation of the Official Committee of Unsecured
Creditors of Montgomery Ward, LLC, et al.,{*} under Chapter 11
of the Bankruptcy Code as containing adequate information as
required by section 1125 of the Bankruptcy Code.

      The Creditors' Plan provides for the conversion of the
Debtors' remaining assets to cash and distribution of the net
proceeds to creditors according to the priorities established by
the Bankruptcy Code. The Creditors' Plan is a plan of
liquidation under which the Debtors' respective assets and
liabilities are to be substantively consolidated.

PLEASE TAKE FURTHER NOTICE that:

      1. Voting Deadline. The Court established June 21, 2002,
at 4:00 p.m. Eastern Time, as the last date and time by which
Ballots accepting or rejecting the Creditors' Plan must be
received. To be counted, Ballots must actually be received at or
before the above deadline by:

                Logan & Company, Inc.
                546 Valley Road
                Upper Montclair, New Jersey 07043
                Attn.: Montgomery Ward Creditors' Plan

Ballots not timely received, not containing an original
creditors' signature, not indicating a vote to accept or reject
the Creditors' Plan, or received by facsimile will not be
counted.

      2. GENERAL UNSECURED CREDITORS. THE VOTES OF HOLDERS OF
GENERAL UNSECURED CLAIMS (AS DEFINED IN THE CREDITORS' PLAN) ARE
BEING SOLICITED TO ACCEPT THE CREDITORS' PLAN. HOLDERS OF
GENERAL UNSECURED CLAIMS ARE ADVISED TO REVIEW CAREFULLY THE
INFORMATION PROVIDED IN THE CREDITORS' DISCLOSURE STATEMENT AND
ITS EXHIBITS TO DETERMINE WHETHER TO ACCEPT THE CREDITORS' PLAN.

      3. Parties Who Did Not Receive a Ballot. Under the
Bankruptcy Code, holders of claims unimpaired under the
Creditors' Plan are automatically deemed to have accepted the
Creditors' Plan and, therefore, are not entitled to vote and did
not receive the Creditors' Disclosure Statement or a Ballot.
However, copies of the Creditors' Disclosure Statement and the
Creditors' Plan may be obtained for informational purposes free
of charge by written request to Logan & Company, Inc., at the
address or facsimile number specified under "Further
Information" below, specifying your name and the nature of your
connection to the Debtors. Holders of general unsecured claims
currently the subject of an objection will be entitled to vote
to accept or reject the Creditors' Plan with respect to any
claim amount covered by an objection if temporarily allowed by
the Bankruptcy Court in an amount the court deems proper for Me
purpose of voting. Holders of subordinated claims and interests
under the Creditors' Plan are automatically deemed to have
rejected the Creditors' Plan and, therefore, are not entitled to
vote and did not receive the Creditors' Disclosure Statement or
a Ballot. Holders of claims not scheduled by the Debtors or
scheduled by the Debtors at zero, in an unknown amount, or as
disputed, contingent, or unliquidated, and who have not timely
filed or been deemed to have filed a proof of claim, are not
treated as creditors with respect to such claims for purposes of
notice, voting, or receiving distributions.  Any creditor who
disagrees with the Debtors' classification of, or objection to,
a claim and seeks allowance of the claim for the purpose of
voting may file with the Bankruptcy Court and serve on the
parties listed below a motion under Rule 3018(a) of the Federal
Rules of Bankruptcy Procedure for an order temporarily allowing
the claim in a particular class and amount for the purpose of
voting.  A motion under Rule 3018(a) must be filed in these
cases on or before the TENTH (10th) day after the later of
service of this Notice or of any notice objection to the claim.
Any such motions shall be heard before Honorable Raymond T.
Lyons, United States Bankruptcy Judge, 402 East State Street,
Trenton, New Jersey 08608, on June 14, 2002, at 10:00 a.m.
Creditors who have timely filed such a motion may contact Logan
& Company, Inc., the Voting Agent listed above at (937) 509-3190
to request a Ballot for the claim in question.

      4. Confirmation Hearing. A hearing will be held before the
Honorable Raymond T. Lyons, United States Bankruptcy Judge, at
402 East State Street, Trenton, New Jersey 08608, on July 12,
2002, at 10:00 a.m., or as soon there-after as counsel may be
heard, to consider the entry of an order confirming the
Creditors' Plan, as the same may be further amended or modified,
and for such additional relief as is just.

      5. Objections to Confirmation. Any objection or other
response to the confirmation of the Creditors' Plan must (a) be
in writing, (b) state the name and the address of the responding
party and the nature of the party's claim or interest, (c) state
with particularity any provision of the Creditors' Plan objected
to and the legal and factual basis for each objection and
include, where appropriate, proposed language to be inserted to
resolve any such objection, and (d) be filed, either with proof
of service, with the Clerk of the Bankruptcy Court with a copy
thereof also transmitted electronically in Word or WordPerfect
form to m_ward@njb.uscourts.gov; and served so as to be actually
received at or before 4:00 p.m. (Eastern Time) on June 28, 2002,
by: (i) counsel for the Committee (Kronish Lieb Weiner & Hellman
LLP, 1114 Avenue of the Americas, New York, New York 10036,
Attn: Lawrence C. Gottlieb, Esq.; and Morris, Nichols, Arsht &
Tunnell, 1201 North Market Street, Wilmington, Delaware, 19899,
Attn: Robert J. Dehney, Esq.); (ii) counsel for the Debtors
(Skadden, Arps, Slate, Meagher & Flom (Illinois), 333 West
Wacker Drive, Chicago, Illinois 60606, Attn: John K. Lyons,
Esq.; and Skadden, Arps, Slate, Meagher & Flom LLP, One Rodney
Square, Wilmington, Delaware 19801, Attn: Mark A. Fink, Esq.);
(iii) counsel for General Electric Capital Corporation (Weil,
Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York
10153, Attn: Gary T. Holtzer, Esq.; and Klehr, Harrison, Harvey,
Branzburg & Ellers, LLP, 919 Market Street, Suite 1000,
Wilmington, Delaware 19801, Attn: Steven K, Kortanek, Esq.),
(iv) counsel for the Official Committee of Retired Employees
(Field & Golan, 70 West Madison, Suite 1500, Chicago, Illinois
60602, Ann: Barbara L. Yong, Esq.); and (v) the United States
Trustee for the District of Delaware, 844 King Street, Suite
2313, Lockbox 35, Wilmington, Delaware, 19801, Attn: Frank J.
Perch III, Esq.

      6. UNTIMELY OBJECTIONS. IF ANY OBJECTION TO CONFIRMATION
OF THE CREDITORS' PLAN IS NOT TIMELY AND PROPERLY FILED AND
SERVED AS PRESCRIBED HEREIN, THE OBJECTING PARTY MAY BE BARRED
FROM OBJECTING TO CONFIRMATION AND MAY NOT BE HEARD AT THE
CONFIRMATION HEARING.

      7. Adjournments and Modifications. The Confirmation
Hearing may be adjourned from time to time without further
notice to creditors or parties in interest other than by an
announcement in the Bankruptcy Court on the date scheduled for
the Confirmation Hearing or any adjournment thereof, or in the
agenda filed in advance of the scheduled Confirmation Hearing.
Additionally, the Creditors' Plan may be modified in accordance
with the Bankruptcy Code, the Federal Rules of Bankruptcy
Procedure, or other applicable law without further notice before
or as a result of the Confirmation Hearing.

      8. Further Information. If you have any questions about
your relationship with the Debtors, you may contact Logan &
Company at 546 Valley Road, Upper Montclair, New Jersey 07043,
facsimile (973) 509-3191, for further information. Holders of
general unsecured claims desiring more information about the
contents of the Creditors' Plan may contact the Committee's
solicitation agent, The Altman Group, Inc., toll free at (800)
206-11007 or send an e-mail to  
creditorscommittee@altmangroup.com

                KRONISH LIEB WEINER & HELLMAN LLP
                Lawrence C. Gottlieb, Esq.
                Cathy Hershcopf, Esq.
                1114 Avenue of the Americas
                New York, New York 10036-7798
                Tel: (212) 479-6000

                MORRIS NICHOLS ARSHT & TUNNELL
                Robert J. Dehney, Esq.
                1201 North Market Street
                P.O. Box 1347
                Wilmington, Delaware 19899
                Tel: (302) 658-9200

                Co-Counsel for the Official Committee of
                 Unsecured Creditors,

     {*} Montgomery Ward, LLC, and its domestic subsidiaries,
namely, Montgomery Ward Development, LLC; The 535, LLC; MW 7th &
Carroll, LLC; Brandywine DC, LLC; AMW Really, LLC; Barretward
Properties, LLC; 998 Monroe, LLC; and American Delivery Service,
LLC


NEW WORLD RESTAURANT: Reports Better EBITDA Results for Q1 2002
---------------------------------------------------------------
New World Restaurant Group (Pink Sheets: NWCI) reported
unaudited results for the quarter ended April 2, 2002. Results
for the first quarter of fiscal 2002 include the operations of
company-owned and licensed Einstein Bros. and Noah's NY Bagels
stores and related production and support facilities, which were
acquired on June 19, 2001. The company also reported selected
unaudited pro forma comparisons, which assume that New World and
Einstein had been combined for the first quarter of fiscal 2001.

On a reported basis, total revenues for the quarter ended April
2, 2002 rose to $98.6 million from $10.5 million in the
comparable fiscal 2001 period, with the increase driven by the
June 2001 acquisition of Einstein. Comparable store sales in
company-operated Einstein/Noah stores were essentially flat, as
measured against a 2001 quarter during which the chain initiated
an approximate 6% price increase. Retail sales increased
substantially as a result of the addition of 458 company-
operated stores purchased in the Einstein acquisition, while
manufacturing revenues were bolstered by the inclusion of
revenues from manufacturing facilities added through the
acquisition. Increases in those two revenue categories were
partially offset by a decline in franchise related income, due
to a lower franchise store base in comparison to the prior year.

EBITDA (earnings before interest, taxes, depreciation and
amortization, gain on the sale of investments, and minority
interest) increased to $5.8 million, or 5.9% of revenues, from
$0.9 million, or 8.6% of revenues in the 2001 quarter. The
decline in EBITDA as a percent of revenues reflects the shift in
the company's business to one in which 91.5% of the 2002
quarter's revenues were derived from retail sales, compared with
35.1% in the 2001 quarter, as well as the non-recurring charges
detailed below.

EBITDA for the first quarter of 2002 was adversely affected by
non-recurring charges totaling $5.1 million that were included
in general and administrative (G&A) expenses. These included
charges of approximately $2.6 million (including related payroll
tax expenses) in connection with the previously disclosed
unauthorized bonus payments to former officers and employees of
the company. Such unauthorized bonus payments were offset
against payments to be made in connection with the separation of
certain officers and employees from the company. The 2002
period's G&A also reflected extraordinary legal expenses of
approximately $1.7 million incurred in connection with the
company's voluntary internal investigation of the unauthorized
bonus payments. Also included in 2002 G&A expenses are $0.6
million in performance bonuses paid to the former officers and
employees referenced above, which the company believes would not
have been paid both based on its recently completed restatement
of results and in light of the unauthorized bonuses. In the 2001
period, these individuals received $0.2 million in performance
bonuses. Additionally, G&A expenses in the 2002 and 2001 periods
included $0.2 million of salary and direct expenses for several
of the former officers and employees whose positions are
duplicative with others. The company does not intend to replace
these individuals.

Excluding those non-recurring charges and approximately $0.2
million in EBITDA losses from company-owned Manhattan Bagel
stores that are being closed, New World would have recorded
adjusted EBITDA of $11.1 million, or 11.3% of revenues, for the
first quarter of 2002.

The company reported a $12.3 million net loss for the 2002
quarter, compared to a $1.0 million net loss in the 2001 period.
In addition to the aforementioned charges and expenses, the loss
for the 2002 quarter reflected an increase in net interest
expense to $13.6 million from $0.4 million in the 2001 period.
The increase was primarily the result of interest and related
costs incurred on debt utilized to finance the Einstein
acquisition. Interest expense for the 2002 quarter was comprised
of approximately $8.0 million of interest paid or payable in
cash and non-cash interest expense of approximately $5.5 million
resulting from the amortization of debt discount, debt issuance
costs, the amortization of warrants issued in connection with
debt financings, the accretion of warrants assigned to
Greenlight New World, L.L.C., and the related guaranteed
investment return.

Results for the 2002 quarter were also impacted by an increase
in depreciation and amortization expense to $4.5 million from
$0.8 million in the 2001 period. The increase was attributed
primarily to depreciation on assets purchased in the Einstein
acquisition, partially offset by the implementation of FAS 142
under which intangible assets with indefinite lives are no
longer required to be amortized.

During the 2001 quarter, New World recorded a $0.2 million gain
from sale of debt securities. This gain, however, was offset by
a $0.7 million charge for minority interest, attributable to
accretion of the value assigned to warrants and the guaranteed
investment return to investors in Greenlight New World. No such
gains or minority interest charges were recorded in the first
quarter of 2002.

After deducting $6.4 million for dividends and accretion on
preferred stock, both of which are non-cash accounting
adjustments, the company reported a net loss attributable to
common stockholders of $18.7 million in the 2002 quarter. This
compared to a net loss attributable to common shareholders of
$4.3 million in 2000, which reflected $3.3 million in dividends
and accretion on preferred stock.

                         Pro forma results

New World also reported pro forma comparative results for the
quarter. The pro forma results have been prepared in order to
assist in the evaluation of changes and trends in the company's
business, are for comparative purposes only, do not purport to
be indicative of what operating results would have been had the
Einstein acquisition actually taken place at the beginning of
the 2001 period, and may not be indicative of future operating
results.

On this basis, reported revenues of $98.6 million declined from
a pro forma $122.3 million in the 2001 quarter. The decrease is
primarily attributable to differences in the fiscal calendar
between the periods, as well as a decline in the store base. In
the core Einstein segment, the 2001 period included 16 weeks
(112 days) of operations, compared to 13 weeks (91 days) for the
2002 period. On a normalized equal-week basis, Einstein sales
would have increased 0.8% from approximately $90.5 million in
the 2001 quarter to $91.2 million the 2002 period.

Revenues in the New World segment (which includes the Manhattan
Bagel, Chesapeake Bagel, New World Coffee and Willoughby's
Coffee & Tea brands), declined to $7.4 million from $10.5
million, primarily reflecting a decrease in the number of
company-owned stores as a result of closings or sales of the
locations to franchisees. At the end of the 2002 quarter, the
segment had 18 company-owned units, down from 42 stores a year
ago -- accounting for approximately $2.0 million of the sales
decline. The company has closed or intends to close the balance
of these company-operated Manhattan Bagel restaurants by July
15, 2002. Revenues for this segment were also affected by a 5%
decline in the segment's franchise store base to 279 from 295 a
year ago.

EBITDA decreased to the reported $5.8 million from a pro forma
$8.2 million in the fiscal 2001 quarter, reflecting the impact
of the fiscal calendar change on revenues as well as the
aforementioned charges and expenses that were included in G&A
expenses in the 2002 period. Excluding the latter items, G&A
expenses would have dropped 35.8% from pro forma levels in the
2001 period. After also excluding the aforementioned losses from
the company-owned Manhattan Bagel stores being closed, EBITDA
adjusted for one-time restructuring charges at Einstein/Noah and
non-recurring items would have advanced 12.1% to $11.1 million
from the pro forma $9.9 million in the 2001 quarter.

"We are pleased with the ongoing improvement in adjusted EBITDA.
Excluding non-recurring items, we continue to exceed consecutive
quarterly performance as well as year-over-year pro forma
results," said Anthony Wedo, New World Chairman and Chief
Executive Officer. "We believe these results clearly indicate
that our efforts to consolidate the New World and Einstein
organizations are generating savings. Moreover, we are
continuing our efforts to leverage increased revenues against
lower G&A costs through programs designed to enhance lunch sales
in existing locations and expand our store base primarily
through franchising and licensing."

Mr. Wedo added: "We are rapidly moving forward on efforts to
rationalize our capital structure, including the refinancing of
our increasing rate notes. These efforts are of a highest
priority and we expect to report progress on this front within
the next 60 days."

The company forecast that adjusted EBITDA for the second quarter
of 2002, ending July 2, will exceed pro forma levels for the
corresponding 2001 quarter as well as the first quarter of 2002.
For the fiscal 2002 year ending December 31, the company
forecasts adjusted EBITDA in the mid-$40 million range,
significantly exceeding adjusted pro forma EBITDA for 2001.
Comparable store sales in company-operated Einstein/Noah stores
are projected to increase by approximately 1.5-2% during the
second quarter and by approximately 2% for all of fiscal 2002.

New World is a leading company in the quick casual sandwich
industry. The company operates stores primarily under the
Einstein Bros and Noah's New York Bagels brands and primarily
franchises stores under the Manhattan Bagel and Chesapeake Bagel
Bakery brands. As of May 14, 2002, the company's retail system
consisted of 468 company-owned stores and 293 franchised and
licensed stores in 34 states. The company also operates three
dough production facilities and one coffee roasting plant.

                         *    *    *

As reported earlier this month in Troubled Company Reporter,
Standard & Poor's lowered its corporate credit rating on New
World Restaurant Group Inc. to triple-'C'-plus from single-'B'-
minus based on Standard & Poor's concern that the company is
increasingly challenged to refinance its $140 million senior
secured notes due in June 2003.

The rating was also removed from CreditWatch, where it had been
placed April 5, 2002. The outlook is negative. Eatontown, New
Jersey-based New World had $158 million total debt outstanding
as of January 1, 2002.


NEWCOR: Seeks to Stretch Exclusive Plan Filing Period to Aug. 26
----------------------------------------------------------------
Newcor, Inc. and its debtor-affiliates want to extend the period
during which they have the exclusive right to file a plan and to
solicit acceptances of that plan.  The Debtors tell the U.S.
Bankruptcy Court for the District of Delaware that they will
need until August 26, 2002 to file their joint plan of
reorganization and until October 25, 2002 to solicit acceptances
on that plan.

The Debtors submit that they have taken significant strides to
establish a framework to effectuate the Debtors' rehabilitation
and the development of a plan of reorganization. To illustrate,
the Debtors point out that they have:

     -- stabilized their operations by engaging in-depth and      
        detailed communication with criical suppliers and
        customers, their employees and the Creditors' Committee;

     -- closed the Troy Facility as part of the cost-reduction      
        policies;

     -- rejected 17 leases and executory contracts and assumed 1
        executory contracts;

     -- set general bar date for all entities on July 19, 2002;

     -- negotiated with the Creditors' committee

The Debtors assert that they have demonstrated good faith in
their efforts to negotiate with all relevant parties at this
critical stage of the reorganization. The Debtors submit that
such an extension will afford them an opportunity to propose a
realistic and viable chapter 11 plan.

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.


NEWPOWER HOLDINGS: Texas Customer Transitions are on Schedule
-------------------------------------------------------------
NewPower Holdings, Inc. (PINK SHEETS:NWPW), parent of The New
Power Company, said that the transition of its Texas customers
to Reliant Energy Retail Services and TXU Energy Retail Company
LP is proceeding on schedule.

The company also announced that more than one-half of its
approximately 80,000 customers in Texas have been submitted to
ERCOT for switching.

On June 11, 2002, NewPower announced that it had filed a
voluntary petition for reorganization under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy
Court for the Northern District of Georgia, Case Number 02-
10835. On June 12, 2002, the United States Bankruptcy Court
approved a number of first day motions, which included the
transition of all NewPower's Texas customers to Reliant and TXU.

H. Eugene Lockhart, Chairman and Chief Executive Officer of
NewPower said, "We are pleased that the transition of our Texas
customers is proceeding smoothly and that these customers will
continue to have the benefit of competitive prices and reliable
service with their new electricity provider."

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


PACIFIC GAS: FERC Admin. Law Judge Eyes Oct. 10 Decision Date
-------------------------------------------------------------
The proposed plan of reorganization of Pacific Gas and Electric
Company, a subsidiary of PG&E Corporation, contemplates that a
new entity, Electric Generation, LLC (which will become a
subsidiary of PG&E Corporation after consummation of the Plan),
will enter into a long-term power sales agreement with the
reorganized Utility.  In late November 2001, Gen, which was
formed to hold the generation assets of the Utility pursuant to
the Plan, filed an application with the Federal Energy
Regulatory Commission (FERC) seeking approval of the proposed
power sales agreement. Under the proposed agreement the
reorganized Utility would purchase power from Gen at fixed rates
(subject only to an inflation adjustment) for 11 years from the
Plan effective date and approximately half the output for the
12th and final year of the contract at stable prices.  The FERC
must find that the power sales agreement is just and reasonable
before the agreement could become effective.  In order to
demonstrate that the pricing, terms and conditions of the
proposed power sales agreement are just and reasonable, Gen
submitted benchmark evidence of contemporaneous sales made by
non-affiliated parties for similar services in the California
electric market.

On June 12, 2002, the FERC ordered that an expedited hearing be
held on the narrow issues of (1) whether the power sales
agreement is comparable to the selected benchmark contracts, and
(2) whether Gen used an appropriate set of contracts for the
benchmark analysis.  The FERC ordered that the administrative
law judge (ALJ) hold a hearing and issue an initial decision for
consideration by the FERC within 120 days of the order.

At a prehearing conference held on June 18, 2002, the ALJ set a
procedural schedule that calls for discovery to be concluded by
August 19, 2002, for the parties "proposed findings of fact and
conclusions of law to be filed by August 20, 2002, for hearings
to begin August 26, 2002, and for the ALJ's" initial decision to
be issued by October 10, 2002.

Before the Plan can become effective, the U.S. Bankruptcy Court
for the Northern District of California, where the Utility's
bankruptcy case is pending, must confirm the Plan and certain
other conditions must be met.  The California Public Utilities
Commission has proposed an alternative plan of reorganization
for the Utility.  The disclosure statements relating to the
competing plans have been sent to creditors entitled to vote on
the plans.  All ballots must be received by August 12, 2002.  It
is uncertain whether the Bankruptcy Court will confirm the
Utility's Plan, the CPUC's alternative plan, or either plan.


PACIFIC GAS: Calif. Atty. General Has to July 14 to Amend Claims
----------------------------------------------------------------
As previously disclosed, the California Attorney General and the
City and County of San Francisco each filed a complaint against
PG&E Corporation in San Francisco Superior Court alleging
violations of the California Unfair Competition Act, California
Business and Professions Code Section 17200, which prohibits
unlawful, unfair or fraudulent business practices.  Among other
allegations these complaints allege that PG&E Corporation
violated various conditions established by the CPUC in decisions
approving the holding company formation and that such alleged
violations constituted unfair business practices in violation of
the statute.  The Attorney General also alleges that, through
the Utility's bankruptcy proceedings, PG&E Corporation and the
Utility engaged in unlawful, unfair, and fraudulent business
practices by seeking to implement the transactions proposed in
the Plan.  A complaint containing similar allegations was also
filed by a private plaintiff in Santa Clara Superior Court,
Cynthia Behr v. PG&E Corporation, et al.  

PG&E Corporation had removed all three complaints to the
Bankruptcy Court and the plaintiffs filed motions to remand the
cases to state court.  The Bankruptcy Court held a hearing on
April 24, 2002, to consider the remand motion.

On June 14, 2002, the Bankruptcy Court issued a decision that,
as an initial matter, rejected the Attorney General's and CCSF's
claim that sovereign immunity barred the removal of the cases
from state court to federal court.  The Bankruptcy Court also
found that what the court called the "Plan Claims" -- those
alleging that PG&E Corporation had manipulated the bankruptcy
process in a manner constituting an unlawful or unfair business
practice -- are exclusively bankruptcy issues to be heard in
bankruptcy court and cannot be heard by the state court. Those
issues thus would not be remanded to state court.  The court
also refused to remand CCSF's and Behr's claims for fraudulent
transfer, unjust enrichment, conversion and violation of the
bulk sales law, finding that those claims belong to the estate
and cannot be pursued by others in state court.   With respect
to the claims related to the transfers of money from the Utility
to PG&E Corporation (for example, by way of dividends and stock
repurchases), ring-fencing transactions, and related issues
(what the court referred to collectively as the "First Priority
Claims"), the court found that these claims should be returned
to the state court.  The court reasoned that the Attorney
General's and CCSF's First Priority Claims, based on violation
of the unfair business practices statute, were civil actions
brought by governmental units to enforce such governmental
unit's police or regulatory power.  Under the Bankruptcy Code,
the court found, such actions may not be removed to the
Bankruptcy Court. As to Behr's First Priority Claim, the court
recognized that as a private plaintiff, the "police power"
exception to removal was inapplicable.  Nevertheless, the court
remanded her claim under its equitable remand authority.

The court remanded CCSF's First Priority Claims and ordered the
Attorney General and Behr to amend their complaints no later
than July 14, 2002, to either delete their Plan Claims or
separate the Plan Claims and the First Priority Claims into
distinct causes of action.  A status conference has been set for
July 22, 2002.

PG&E Corporation and the Utility indicate that they believe they
have complied with applicable statutes, CPUC decisions, rules,
and orders.  PG&E Corporation will vigorously respond to and
defend the litigation.  PG&E Corporation cannot predict whether
the outcome of the litigation will have a material adverse
effect on its results of operations or financial condition.


HAVILAND AT PRESCOTT: Court Sets Asset Sale Hearing for July 2
--------------------------------------------------------------
               IN THE UNITED STATES BANKRUPTCY COURT
                    FOR THE DISTRICT OF ARIZONA

In re                             ) Case No. 02-01717-TUC-EWH
                                  )      (Chapter 11)
THE HAVILAND AT PRESCOTT, L.L.C., )
an Arizona limited liability     )
company, d/b/a The Peridot       )
Retirement and Assisted          )
Living,                          )
                                  )
           Debtor.                )

   NOTICE OF HEARING TO CONSIDER DEBTORS' MOTION TO SELL ALL OR       
    SUBSTANTIALLY ALL OF THE DEBTORS' ASSETS FREE AND CLEAR OF  
       ALL LIENS, CLAIMS, ENCUMBRANCES, AND OTHER INTERESTS

TO ALL INTERESTED PARTIES:

      PLEASE TAKE NOTICE that The Haviland at Prescott L.L.C.
debtor and debtor-in-possession has filed its Motion for
Authority to Sell Property of the Estate Free and Clear of Liens
and Other Interests with the United States Bankruptcy Court for
the District of Arizona, Tucson division, on May 2, 2002,
requesting entry of and order, pursuant to   363 and 365 of
title 11 of the United States Code, authorizing, inter alia, the
sale of all or substantially all of Peridot's assets; and has
subsequently filed its Emergency Motion for Order (i) Continuing
Hearing On Motion for Authority to Sell Property of the Estate
Free and Clear of Liens and Other Interests and (ii) Authoring
Auction for Sale of Debtor's Assets and Approving Bidding
Procedures in Connection Therewith requesting that the Court (i)
Continue Hearing on the Sale Motion and (ii) Authorize Bidding
Procedures.

      PLEASE TAKE FURTHER NOTICE that:

      1. Pursuant to an Order of the Court entered on May 28,
2002, an auction for the sale of substantially all of Peridot's
assets consisting of a 102 unit licensed retirement and assisted
living facility known as Peridot Retirement and Assisted Living
located in Yavapai County, Arizona shall commence and take place
in Courtroom 8-212, United States Bankruptcy Court for the
District of Arizona, 101 South Church Street, Tucson, Arizona,
on July 2, 2002 at 1:30, p.m., or as soon thereafter as counsel
can be heard, to consider Bids (as defined below) for the
proposed Asset Sale. Parties wishing to appear at the Auction
may make such appearance at; however, ANY PARTY WISHING TO
SUBMIT A COMPETING BID FOR THE PURCHASE OF ALL OR SUBSTANTIALLY
ALL OF PERIDOT'S ASSETS MUST SUBMIT BINDING WRITTEN OFFERS TO
PURCHASE SUCH ASSETS NO LATER THAT 12:00 NOON MST ON JUNE 28,
2002, WHICH BIDS SHOULD BE DIRECTED TO: MATTHEW R.K. WATERMAN,
33 NORTH STONE AVENUE, SUITE 2020, TUCSON, ARIZONA 85701; AND TO
TIMOTHY M. LUPINACCI, 420 NORTH TWENTIETH STREET, SUITE 3100,
BIRMINGHAM, ALABAMA 35203. ALL TERMS NOT OTHERWISE DEFINED IN
THIS NOTICE SHALL HAVE MEANING SET FORTH IN THE SALE MOTION.

      2. Canyon Creek Development, Inc., or one of its assignees
has entered a Letter of Intent to acquire Peridot's Assets
through assumption of the outstanding amount of the Peridot
Loans as of the date of the Closing, at par and with no
reduction in principal. The amount of Peridot's obligation for
the Peridot Loan is currently $10,511,361.78 subject to an
increase of $347,384 upon the contemplated settlement and
payment by SouthTrust of the Retainage to the Peridot bankruptcy
estate.

      3. Any entity that wishes to submit a Bid for the purchase
of all or substantially all of Peridot's assets and participate
in the Auction must comply in all respects with the terms and
conditions established by the Bidding Procedure Order, including
but not limited to: (i) the minimum Bid that Peridot will
consider shall exceed the Purchase Price by not less than
$25,000, (ii) accompanying such Bid must be (a) a cash or cash
equivalent, nonrefundable deposit (acceptable to Peridot in all
respects) in the amount of $2,000, (b) a written commitment
letter by a lending institution acceptable to purchase of assets
on terms and conditions as set forth, in the Letter of Intent,
(c) a statement indicating in detail the existance and
anticipated timing of any further approvals, consents, or
authorizations, including regulatory matters, that are required
to close the Asset Sale, (d) a statement indicating any specific
assets excluded from the bidder's offer (if not all assets are
to be acquired) and every liability the bidder intends to
assume, (e) a statement fully disclosing the identity of
entities, if any, which shall be acquiring directly or
indirectly a portion of Peridot's assets under or in connection
with a Bid, and (f) sufficient information regarding both the
bidder and partner(s), if any, to satisfy Peridot with respect
to the requirements enumerated in 363(n) of the Bankruptcy Code;
and (iii) no conditions regarding financing or the purchase
price, completion of further due diligence investigations, or
board of director approvals) will be permitted. A detailed
description of all Bidding Procedures is contained in the
Solicitation.

      4. A Sale Hearing shall be held on July 2, 2002 at 1:30
p.m. in Courtroom 8-212, United States Bankruptcy Court for the
District of Arizona, 101 South Church Street, Tucson, Arizona
before the Bankruptcy Court to (i) consider approval of the
Asset Sale to Canyon Creek or such bidder as shall provide the
highest or otherwise best offer for the acquisition of all or
substantially all of Peridot's assets at the Auction, (ii)
permit the Court to consider any issues or objections that are
timely interposed by any parties, and (iii) grant such other or
further relief at the Court may deem just or proper.

     5. Copies of the Solicitation, the Motion, and all Exhibits
thereto and the Bidding Procedures Order may be reviewed during
regular business hours at the office of the Clerk of the
Bankruptcy Court or upon written request together with payment
for all copying and mailing costs to: Matthew R.K. Waterman, 33
North Stone Avenue, Suite 2020, Tucson, Arizona 85701. Any party
having any questions or who wish to request a Solicitation
packet should contact Matthew R.K. Waterman, counsel for
Peridot, at (520) 382-5000 or Timothy M. Lupinacci, counsel for
SouthTrust, at (205) 458-5205.

      PLEASE TAKE FURTHER NOTICE that any entity that wishes to
submit a Bid for the acquisition of all or substantially all of
Peridot's assets is strongly advised to contact Matthew
Waterman, at the address listed below.


                                   MATTHEW R.K. WATERMAN, P.C.
                                   Matthew R.K. Waterman
                                   State Bar No. 013124
                                   MATTHEW R.K. WATERMAN, P.C.
                                   33 North Stone Avenue
                                   Suite 2020
                                   Tucson, Arizona 85701
                                   Tel: (520) 382-5000
                                   Fax: (520) 629-9500
                                   waterman@watermanlaw.com
                                   Attorneys for the Debtor


PHAR-MOR INC: Looks to Deloitte & Touche for Financial Advice
-------------------------------------------------------------
Phar-Mor, Inc. and its affiliated debtors are seeking permission
form the U.S. Bankruptcy Court for the Northern District of Ohio
to hire Deloitte & Touche LLP for financial advice.

The Debtors assert that Deloitte & Touche is highly familiar
with the Debtors' businesses and financial affairs and is
particularly well qualified to provide services to the Debtors.
Deloitte & Touche has served as independent auditors,
accountants, and tax consultants to the Debtors for the past 9
years.

As financial advisors, Deloitte & Touche will assist the Debtors
in discharging their duties as debtors-in-possession.
Specifically, Deloitte & Touche will:

     a) review cash or other projections and submissions to the
        Court of reports and statements of receipts,
        disbursements and indebtedness;

     b) assist the Debtors with the preparation of the business
        plan or cost-reduction plan;

     c) assist with the preparation for the Debtors'
        negotiations with lending institution and creditors;

     d) assist the Debtors' legal counsel with the analysis and
        revision of the Debtors' plan or plans of
        reorganization;

     e) consult with the Debtors' management and legal counsel
        in connection with other business matters relating to
        the activities of the Debtors;

     f) develop the Debtors' liquidation analysis and
        facilitating any asset liquidations;

     g) provide expert testimony as required;

     h) work with accountants and other financial consultants
        for committees and other creditor groups;

     i) assist with analysis, implementation and execution of
        sales of various assets of Debtors; and

     j) assist with such other matters as management or Debtors'
        legal counsel and Deloitte & Touche may agree from time
        to time.

Deloitte & Touche intends to charge hourly rates for this
engagement are:

          Partners              $450 to $500 per hour
          Managers              $290 to $400 per hour
          Other Consulting
             Professionals      $150 to $270 per hour

Phar-Mor, Inc., a retail drug store chain, filed for Chapter 11
Protection on September 24, 2001. Michael Gallo, Esq. at Nadler,
Nadler and Burdman represents the Debtors in their restructuring
efforts.


PHARMACEUTICAL FORMULATIONS: Completes Offer re Conv. Debentures
----------------------------------------------------------------
Pharmaceutical Formulations, Inc. (OTC Bulletin Board: PHFR) has
completed an offer to holders of its 8% and 8.25% convertible
subordinated debentures to extend the payment terms on those
bonds, which were due to mature on June 15, 2002.  An aggregate
of $2,081,000 of the debentures were extended in accordance with
the offer.   The outstanding remaining balances are $1,750,000
on the 8% debentures and $331,000 on the 8.25% debentures.

The Company is also extending its current rights offering to
shareholders and employee stock option holders for a period of
45 days to August 9, 2002.  The rights offering had been
scheduled to expire on June 25, 2002.

                   Offer to Debentureholders

The offer to debentureholders extended the payment date to June
15, 2003 at the current interest rate of 8% or 8.25%, depending
on which bonds are held.  In exchange for the debentureholders'
signed agreement to extend the maturity date on the debentures,
they received a one-time up-front fee of $50 per $1,000 of
debenture principal held by them.  Also, the privilege to
convert the debentures into common stock of PFI was adjusted
from $48.00 per share on the 8% Debentures to $.34 and from
$0.39 per share on the 8.25% Debentures to $.34.

The remaining principal balance of $3,526,000, due to
debentureholders who did not accept the extension offer, was
repaid in cash from loans made to PFI by ICC Industries Inc. In
addition, on June 10, 2002, the Company repaid $400,000 of bonds
due the New Jersey Economic Development Authority, also with
funds provided by ICC.

                        Rights Offering

Each person who was a holder of PFI common stock at the close of
business on May 7, 2002, other than ICC, has received 2.8
subscription rights for each share of common stock they hold.  
Each employee of PFI who is holder of an option to purchase
common stock has received 2.8 rights for each share of common
stock covered by the option agreement.  The ratio of 2.8 rights
for each share of common stock will enable non-ICC stockholders
to restore their percentage interests in the Company
substantially to the level that existed prior to the recent ICC
conversions.  This was the objective used in the determination
of the number of rights per share.  Rights holders will be
entitled to purchase one share of common stock for each right
held at a price of $.34 per share.  An aggregate of 34,467,741
shares of common stock will be sold if all rights are exercised.

PFI has undertaken this rights offering for two reasons:  
firstly, to enable its stockholders, other than ICC Industries
Inc., to be able to purchase additional shares of its common
stock at the same price as was used to effectuate conversions of
debt and preferred stock by ICC in December 2001 and January
2002; and secondly, to raise additional capital.

ICC Industries Inc., the holder of approximately 74.5 million
shares (approximately 87%) of the common stock of PFI, is a
major international manufacturer and marketer of chemical,
plastic and pharmaceutical products with 2001 sales in excess of
$1.6 billion.

As of June 30, 2001, Pharmaceutical Formulations has a total
shareholders' equity deficit of about $26 million.


PSINET INC: Judge Gerber Confirms 2nd Amended Liquidating Plan
--------------------------------------------------------------
On June 17, 2002, Judge Gerber convened a Confirmation Hearing
to consider the merits of PSINet, Inc.'s Second Amended Joint
Liquidating Plan of Reorganization of PSINet and issued an order
confirming the Plan and each of its provisions in accordance
with Sections 1129(a) and (b) of the Bankruptcy Code.  Judge
Gerber finds that the Plan Modifications do not adversely change
the treatment of the Holders of Claims against, or Interests in,
the Debtors.

The Plan, the Liquidating LLC Agreement, all other agreements
and transactions provided for under the Plan are approved in
their entirety, and the Debtors are authorized and directed to
enter into and to perform such agreements according to their
terms.

Under the Plan, PSINet Stock is cancelled.  Unsecured creditors
receive pennies-on-the-dollar for their claims.

Pursuant to Section 1141(a) of the Bankruptcy Code, except as
provided in Section 1141(d)(3), from and after the Confirmation
Date, the Plan shall be binding upon the Debtors, all Holders of
Claims against and Interests in the Debtors, and any other
party-in-interest in these Chapter 11 Cases and their respective
successors and assigns, regardless of whether the Claims or
Interests of such Holders or obligations of any party-in-
interest (i) are in a Class that is impaired under the Plan,
(ii) have accepted the Plan, or (ii) have filed a proof of claim
in the Chapter 11 Cases.

All objections to confirmation of the Plan have been withdrawn
or overruled by the Court.

             Findings of Fact and Conclusions of Law

The Court makes the following findings of fact and conclusions
of law, among other things:

As evidenced by the Affidavit of Bridget Gallerie,
representative of the Debtors' Claims Agent and Balloting Agent,
Bankruptcy Services LLC (BSI) Certifying the Ballots, at least
two-thirds in dollar amount and more than one-half in number of
the Holders of Claims in each of 12 of the total 14 subclasses
of Class 2 (Secured Claims) and Class 3 (General Unsecured
Claims) actually voting on the Plan accepted the Plan, without
including the votes of insiders.

As required by Section 1129(a)(1) of the Bankruptcy Code, the
Plan complies with all applicable provisions of the Bankruptcy
Code.

As required by and in compliance with Sections 1123(a)(1),
(a)(2) and (a)(3) of the Bankruptcy Code, the Plan

(i)   identifies the Classes of Claims against and Interests in
       the Debtors,

(ii)  specifies the Classes of Claims and Interests that are not
      impaired under the Plan as well as those that are impaired
      under the Plan, and

(iii) specifies the treatment of each Class of Claims or
      Interests under the Plan.

Consistent with Section 1123(a)(4) of the Bankruptcy Code, the
Plan provides the same treatment for each Claim or Interest in a
particular Class, unless a Holder of a Claim or Interest has
agreed with the Debtors to a less favorable treatment.

As required by Section 1123(a)(5) of the Bankruptcy Code, the
Plan contemplates adequate means for its execution and
implementation including, but not limited to,

(i)   the substantive consolidation of the Chapter 11 Cases; and

(ii)  the formation and administration of the PSINet Liquidating
      LLC for purposes of liquidating the Debtors' remaining
      assets (including the Retained Properties), winding up
      their affairs and making distributions to holders of
      Allowed Claims.

Consistent with Section 1123(a)(7) of the Bankruptcy Code, the
Plan provides for One Stop Recovery LLC (an affiliate of Mr.
Randall Lambert, who was named as the Liquidating Manager in the
Liquidating LLC Agreement previously filed with the Court) to
serve as the Liquidating Manager and to operate the PSINet
Liquidating LLC after the Effective Date, subject to the consent
and approval rights of the Liquidating Committee (as described
in the Liquidating LLC Agreement), which is comprised of CFSC
Wayland Advisors, Varde Partners and Verizon Communications, or
their respective designees and assigns.

The designation of One Stop Recovery LLC as Liquidating Manager
and of CFSC Wayland Advisors, Varde Partners and Verizon
Communications as the Liquidating Committee on and after the
Effective Date is consistent with the interests of holders of
Claims and Interests and public policy.

Consistent with Sections 1123(b)(1) and (b)(2) of the Bankruptcy
Code, the Plan impairs or leaves unimpaired, as the case may be,
each Class of Claims or Interests, and provides for the
rejection of each of the Debtors' executory contracts and
unexpired leases which have not been previously assumed or
rejected pursuant to Section 365 of the Bankruptcy Code by prior
order of the Court, as of the Effective Date of the Plan, and
except as otherwise specified in this Order.

Consistent with Section 1123(b)(3) of the Bankruptcy Code, the
Plan provides for either (i) the settlement or adjustment, or
(ii) retention and enforcement by the PSINet Liquidating LLC, of
any claims, demands, rights and causes of action that any of the
Debtors or the Estates may hold against any Entity, other than
claims that are released by virtue of Section 11.3 or 11.6 of
the Plan and claims that have been released pursuant to
compromises and settlements prior to the Effective Date.

As required by Section 1129(a)(2), the Debtors have complied
with all of the applicable provisions of the Bankruptcy Code,
including, without limitation, the disclosure and solicitation
requirements of Sections 1125 and 1126 of the Bankruptcy Code.

As required by Section 1129(a)(3), the Plan has been proposed in
good faith and not by any means forbidden by law.

As required by Section 1129(a)(4) of the Bankruptcy Code, any
payment made or to be made by the Debtors for services or for
costs and expenses in connection with these Chapter 11 Cases, or
in connection with the Plan, other than those incurred in the
ordinary course of business, has been approved by the Court or
is subject to the approval by the Court as being reasonable, or
both.

In accordance with section 1129(a)(5) of the Bankruptcy Code,
the Debtors have disclosed the identity of One Stop Recovery LLC
as the proposed Liquidating Manager on and after the Effective
Date, and have disclosed the identities of the members who will
serve as the Liquidating Committee on and after the Effective
Date.

Section 1129(a)(6) of the Bankruptcy Code is inapplicable
because there is no governmental regulatory commission with
jurisdiction over any rates charged by the Debtors.

As required by Section 1129(a)(7) of the Bankruptcy Code, with
respect to each impaired Class of Claims, and each impaired
Class of Interests, each Holder of a Claim or Interest of such
Class has either accepted the Plan or will receive or retain
under the Plan on account of such Claim or Interest property of
a value, as of the Effective Date, that is not less than the
amount such Holder would receive or retain if the Debtors were
liquidated on the Effective Date under Chapter 7 of the
Bankruptcy Code.

The requirements of Section 1129(a)(8) of the Bankruptcy Code
are satisfied with respect to twelve subclasses of Class 2 and
Class 3, which have accepted the Plan. Because Classes 4, 5 and
6 will receive no distribution and retain no interest under the
Plan, they are deemed to have rejected the Plan. In addition,
two subclasses of Class 2 have rejected the Plan. Because the
requirements of Section 1129(a)(8) are not satisfied with
respect to Classes 4, 5 and 6 and two subclasses of Class 2, the
Debtors have requested that the Court confirm the Plan under
Section 1129(b) as to those Classes.

The Plan is fair and equitable with respect to each Holder of an
Allowed Secured Claim in the dissenting subclasses of Class 2
Secured Claims because the Plan provides that such Holder will
either

(i)  realize the indubitable equivalent of such Claim by the
     return of the Collateral securing such Claim, or

(ii) retain the Liens securing such Claim and receive Cash
     payments totaling at least the Allowed amount of such
     Claim, of a value, as of the Effective Date of the Plan, of
     at least the value of such Holder's interest in the
     Estate's interest in such property.

In addition, the Plan does not discriminate unfairly with
respect to the dissenting subclasses of Class 2 Secured Claims.

The Plan is fair and equitable with respect to the Holders of
Class 4 Subordinated Securities Claims and Class 6 Interests
because no Class junior to Classes 4 and 6 under the Plan will
receive or retain any property under the Plan on account of such
junior Claim or Interest. In addition, the Plan does not
discriminate unfairly with respect to Holders of Class 4
Subordinated Securities Claims and Class 6 Interests.

The Plan is fair and equitable with respect to Class 5
Intercompany Claims because no Class junior to Class 5 under the
Plan will receive or retain any property under the Plan on
account of such junior Claim or Interest. The Plan does not
discriminate unfairly with respect to Holders of Class 5 Claims
because it provides for substantive consolidation of the
Debtors' estates.

The Plan provides for the treatment of Allowed Administrative
Claims and Allowed Priority Claims pursuant to Sections
507(a)(1), (a)(3), (a)(4) and (a)(8) of the Bankruptcy Code, in
accordance with Section 1129(a)(9) of the Bankruptcy Code,
except to the extent that the Holder of a particular Claim has
agreed in writing to a different treatment. Administrative
Claims incurred in the ordinary course of the Debtors' business
shall be paid or performed in accordance with the terms and
conditions of the parties' agreement.

As required by Section 1129(a)(10) of the Bankruptcy Code, and
as demonstrated by the Plan Vote Certification, at least one
impaired Class of Claims has accepted the Plan, determined
without including any acceptance of the Plan by any insider.

The Plan is feasible. The Debtors have demonstrated that, on and
after the Effective Date, they will have the ability to meet
their financial obligations under the Plan and liquidate their
remaining assets in the ordinary course. As required by Section
1129(a)(11) of the Bankruptcy Code, confirmation of the Plan is
not likely to be followed by the liquidation or the need for
further financial reorganization of the Debtors, except as
contemplated by the Plan.

As required by Section 1129(a)(12) of the Bankruptcy Code, all
fees payable under 28 U.S.C. Sec. 1930, which are unpaid and due
to be paid as of the Effective Date, shall be paid in Cash on or
before the Effective Date.

Section 1129(a)(13) is not applicable to these Chapter 11 Cases.

Based on the record of the Confirmation Hearing, the PSINet
Stock has no value.

The substantive consolidation of the Debtors' estates for
purposes of distribution, confirmed and consummated as provided
for by Section 2.1 of the Plan, will facilitate the consummation
and implementation of the Plan, is integral to the treatment
provided to Creditors under the Plan, will not prejudice any
Creditor of the estates and is appropriate under the
circumstances.

The Plan is the only plan of reorganization for the Debtors
pending before the Bankruptcy Court or any other Court.

The primary purpose of the Plan is not the avoidance of taxes or
the avoidance of the application of Section 5 of the Securities
Act of 1933, as amended (15 U.S.C. Sec. 77e).

The Debtors have stated that they believe that conditions
precedent to the Effective Date of the Plan, as set forth in
Section 12.1 of the Plan, will occur or be duly waived pursuant
to Section 12.2 of the Plan.

The modifications to the Plan proposed by the Debtors in their
Second Amended Joint Liquidating Plan of Reorganization, dated
as of June 14, 2002, or otherwise proposed prior to, at or in
connection with the Confirmation Hearing (the "Plan
Modifications") have been reviewed by and are not objected to by
the Creditors' Committee. The Plan Modifications do not
adversely change the treatment of the Holders of Claims against,
or Interests in, the Debtors.

                            *   *   *

Finding that the Plan is confirmable, the Court orders that the
Plan and each of its provisions are confirmed in accordance with
Sections 1129(a) and (b) of the Bankruptcy Code.

The Confirmation Order provides, among other things, for:

                   Implementation of the Plan

The Debtors, the PSINet Liquidating LLC, the Liquidating
Manager, the Liquidating Committee, their respective members,
directors, officers, representatives and agents are authorized
to implement and effectuate the Plan. The Liquidating Manager is
authorized to make distributions and other payments in
accordance with the Plan and the Liquidating LLC Agreement. The
signature of the Liquidating Manager on any check issued by the
Debtors or the PSINet Liquidating LLC in payment of
distributions or other amounts contemplated by the Plan shall be
sufficient authorization for the drawee bank to honor such
check, and no other signature shall be required.

On the Effective Date, the members of the Liquidating Committee
will be:

(1) CFSC Wayland Advisors;

(2) Varde Partners; and

(3) Verizon Communications, or each such member's respective
    designee or assign.

On the Effective Date, One Stop Recovery LLC shall be appointed
as the Liquidating Manager.

Except as otherwise provided in the Plan (including, without
limitation, Section 8.1(b) and 8.2(k) of the Plan), upon the
Effective Date, all property of the Estates that is neither
distributed nor abandoned by the Debtors on the Effective Date
shall vest in and be retained by the PSINet Liquidating LLC with
good title to such property, free and clear of all Liens,
Encumbrances and Interests of Creditors and Holders of
Interests.

On and after the Effective Date, the PSINet Liquidating LLC may
use, acquire and dispose of property and compromise and settle
any Claims or Causes of Action without supervision or approval
by the Court and free of any restrictions of the Bankruptcy Code
or Bankruptcy Rules, other than those restrictions expressly
imposed by the Plan, the Liquidating LLC Agreement and the
Confirmation Order.

The Court shall retain jurisdiction to approve all transfers of
the Retained Properties, except for transfers to the Liquidating
LLC.

All transfers of property by the Debtors

(A) to the Liquidating LLC

    (1) are or shall be legal, valid, and effective transfers of
        property,

    (2) do not and shall not constitute avoidable transfers
        under the Bankruptcy Code or under applicable
        nonbankruptcy law,

    (3) shall not subject the Liquidating Manager or holders of
        Claims, Interests or property to any liability by reason
        of such transfer under the Bankruptcy Code or under
        applicable nonbankruptcy law, including, without
        limitation, any laws affecting successor or transferee
        liability, and

(B) to holders of Claims under the Plan are for good
    consideration and value.

The releases and injunctions provided for in Section 11.3 of the
Plan, subject to the express terms, conditions and limitations
thereof, are approved and authorized.

The exculpation and releases provided for in Section 11.6 of the
Plan, subject to the express terms, conditions and limitations
thereof, are approved and authorized, and shall be enforceable
for the benefit of the Debtors, the Creditors' Committee, the
Liquidating Manager and any of such parties' respective present
or former members, officers, directors, employees, advisors,
attorneys, representatives (including, without limitation, the
members of the Liquidating Committee), financial advisors,
investment bankers or agents in their capacities as such and any
of such parties' successors and assigns.

The exculpation and indemnity provisions of Section 4.4 of the
PSINet Liquidating LLC Agreement, subject to the express terms,
conditions and limitations thereof, are approved and confirmed
in all respects and shall be enforceable for the benefit of the
Liquidating Manager and each member of the Liquidating
Committee.

Nothing contained in the Plan or in the Confirmation Order shall
be construed to effect a waiver of the rights of any party under
Section 1125(e) of the Bankruptcy Code or the waiver of the
rights of any party to indemnification.

Pursuant to Section 1146(c) of the Bankruptcy Code, the
following shall not be subject to any document recording tax,
stamp tax, or other similar tax or governmental assessment:

(1) the issuance, transfer or exchange of any security under the
    Plan, nor the making or delivery of any instrument of
    transfer,

(2) the revesting, transfer or sale of any real or personal
    property of the Debtors, whether by the Debtors or
    subsequently by or to the PSINet Liquidating LLC,

(3) the making, delivery, creation, assignment, amendment or
    recording of any note or other obligation for the payment of
    money, any deed or other instrument of transfer, in
    connection with, or in furtherance of, the Plan.

The record date for determining which Holders of Allowed Claims
are entitled to receive distributions under the Plan shall be
the Effective Date of the Plan (the Distribution Record Date).

The respective transfer registers for the Senior Notes will be
closed, and the Liquidating Manager, the PSINet Liquidating LLC,
the 2005 Notes Trustee, the 2006 Notes Trustee, the 2006 Notes
(Euro) Trustee, the 2008 Notes Trustee, the 2009 Notes Trustee,
the 2009 Notes (Euro) Trustee, and their respective agents shall
have no obligation to recognize the transfer of any Senor Notes
occurring after the Distribution Record Date.

                      Executory Contracts

Pursuant to Section 9.1 of the Plan, and in accordance with
Section 1123(b)(2) of the Bankruptcy Code, the Debtors will be
deemed to have rejected as of the Effective Date each executory
contract or unexpired lease that has not been previously assumed
or rejected pursuant to a prior order of the Court; provided
that, the rejection date will be deemed to be as of a date prior
to the Effective Date in accordance with any notice or intent of
rejection that the Debtors have provided the applicable
counterparty pursuant to the Court's August 17, 2001 Order
Authorizing an Expedited Procedure for the Rejection of
Executory Contracts and Unexpired Leases. (See prior entry at
[00089].)

Pursuant to Section 9.2 of the Plan, any Claim for damages
arising by reason of the rejection of an executory contract or
unexpired lease pursuant to the Plan, if not previously
evidenced by a filed proof of claim or barred by a Final Order,
shall be forever barred unless a proof of claim is filed with
the Bankruptcy Court and served within 20 days after the date of
entry of the Confirmation Order.

              Compensation of Professional Persons

All applications for a final allowance of compensation and the
reimbursement of expenses pursuant to Sections 327, 328, 330,
331, or 503(b) of the Bankruptcy Code filed by professional
persons for services rendered through the Confirmation Date
(each a Final Compensation Application) shall be filed with the
Bankruptcy Court and served on the Debtors, the Liquidating
Manager, the Creditors' Committee and the United States Trustee
no later than 30 days after the Effective Date.

A hearing on the Final Compensation Applications shall be held
before Judge Gerber at 9:45 a.m. New York time on September 18,
2002.

Objections to Final Compensation Applications shall be filed
with the Bankruptcy Court and served on the professional person
seeking compensation to whom the objection is directed so as to
be actually received by September 6, 2002. The Debtors may seek
to adjourn the hearing upon the consent of those parties having
filed Final Compensation Applications.

                 Other Administrative Claims

All other requests for payment of an Administrative Claim (other
than Administrative Claims arising in the ordinary course of the
Debtors' businesses, as to which no filing with the Court shall
be necessary) must be filed with the Bankruptcy Court and served
on counsel for the Debtors, the Liquidating Manager and the
Creditors' Committee so as to be received within 20 days after
the date of entry of the Confirmation Order. Any person that
fails to timely file a request for payment of an Administrative
Claim shall be forever barred from asserting such Claim against
the Debtors or the Liquidating LLC.

                 Retention of Jurisdiction
             Standing, Preservation of Claims

The Court will retain jurisdiction of all matters arising out
of, or related to, the Chapter 11 Cases as necessary to ensure
that the purpose and the intent of the Plan are carried out and
otherwise to the full extent provided in the Confirmation Order
and in Article XIII of the Plan.

The Court will retain jurisdiction of all matters relating to
any filed but undecided motion pending with the Court as of the
Effective Date, including without limitation, pending motions
seeking approval of one or more sales of assets of the Debtors.

On the Effective Date, the Creditors' Committee will be deemed
dissolved and the duties of the Creditors' Committee will
terminate in accordance with Section 14.4 of the Plan; provided,
however, that the Creditors' Committee shall have standing after
the Effective Date to make or object to applications for
allowance of compensation or reimbursement of expenses of
professionals pursuant to Sections 327, 328, 330, 331 or 503(b)
of the Bankruptcy Code.

In accordance with Section 1123(b)(3) of the Bankruptcy Code,
and except as otherwise provided in the Plan, the PSINet
Liquidating LLC shall retain all Debtor Claims and Causes of
Action against any entity.

                  Compromises and Settlements

All compromises and settlements made prior to the Effective Date
are confirmed and ratified, and such compromises and settlements
are and shall continue to be binding on the Liquidating Manager
and all parties in interest on and after the Effective Date.
(PSINet Bankruptcy News, Issue No. 24; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   

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


RAILAMERICA: Recaps 2001 Performance at Shareholders' Meeting
-------------------------------------------------------------
RailAmerica, Inc. (NYSE: RRA), the world's largest short line
and regional railroad operator, Thursday highlighted its
accomplishments over the past year and outlined its strategy for
future growth at the Company's Annual Meeting of Shareholders
held in Boca Raton, Florida.  During the business meeting
portion of the Annual Meeting, shareholders reelected Class I
directors Donald D. Redfearn, Ferd C. Meyer, Jr., and Charles
Swinburn for three-year terms on the board.

"RailAmerica's impressive achievements in 2001 reflect the solid
foundation built by its management and staff to position the
Company as the undisputed leader in the North American short
line freight industry," commented Gary O. Marino, RailAmerica's
Chairman, President and CEO.  "In the past five years,
RailAmerica has expanded from 9 railroads to 49, from 2,300
miles of track operated to 13,000, from $25 million in revenue
to $370 million, and from earnings per share of $.02 to $.72.
This is a clear indication of RailAmerica's unwavering focus to
deliver superior customer service, pursue accretive
acquisitions, and build shareholder value."

Several members of RailAmerica's senior management team
presented shareholders with an overview of the Company's recent
accomplishments, financial results and strategic plans.  Donald
Redfearn, RailAmerica's Executive Vice President and Chief
Administrative Officer, discussed the Company's corporate
structure, market position, and the significant growth
RailAmerica has experienced since its inception in 1986.
"RailAmerica is the largest owner of short line railroads in
North America, the third-largest rail operator in Canada, and an
owner of one of the largest privatized railroads in Australia as
well as one of the most profitable railroads in South America.
We expect that the magnitude of our global operations will
propel us from $370 million in total revenues in 2001 to
approximately $500 million in 2002."

Gary Spiegel, Executive Vice President and Chief Operating
Officer - North America, described RailAmerica's burgeoning
short line presence in the United States and Canada and its
industry-leading carload growth and operating ratio performance.  
"Our exceptional management team, averaging more than 25 years
each in the railroad business, helped us to record annual 'same-
railroad' carload growth of 3.6% in 2001 versus 2000 -- the
highest percentage among our eight industry peers and some 5
points ahead of the industry average, which actually reflected a
negative rate of growth in 2001."

Senior Vice President and Chief Financial Officer Bennett Marks
discussed the Company's improved financial status, including its
lowered debt to equity ratio, industry-leading return on
invested capital, and recently completed $475 million financing.   
Marks also reiterated the Company's 5-year compounded annual
growth rate (CAGR).  "Since 1997, our CAGR for revenues,
operating income, and EBITDA are 97%, 117%, and 111%,
respectively -- which is directly attributable to our superior
carload growth and operational efficiencies, increasing
economies of scale, proven acquisition strategy, and solid
management team."

Marino further emphasized RailAmerica's recent major
accomplishments and strategic focus.  "In the last two years,
RailAmerica has rationalized its portfolio of non-core assets --
including eight small railroads -- resulting in proceeds of more
than $140 million.  We have reduced our total debt to equity
ratio to 1.5 times from 4.3 times in March 2000, completed the
$138 million acquisition of the 11 ParkSierra and StatesRail
railroads, reduced interest expense by approximately $8 million
over next twelve months through our new $475 million financing,
increased equity by $184 million through the sale of stock,
acquisitions and earnings, and achieved return on invested
capital of 12% in 2001 -- which makes us one of only a handful
of railroad companies earning their cost of capital."

Marino continued, "Our strategy is to capitalize on the
operation and acquisition of short line and regional railroads
in North America and abroad. In terms of internal growth, we
intend to increase new business and relocate new customers to
our rail lines through focused sales and marketing and
industrial development efforts, as well as realize continued
efficient rail operations through economies of scale and
clustering.  In terms of acquisitions, both domestically and
abroad, we will continue to look at acquisition opportunities
provided by additional rationalization of branch lines by the
Class I railroads, further consolidation of short line and
regional railroads in North America, and additional  
privatizations of railroads by foreign governments."
Additionally, Marino noted that in 2001, RailAmerica's common
stock returned 83% to shareholders, and that its five-year stock
price appreciation of 147% far outpaced the S&P 500 (15%) and
the Railroad Industry Index (9%).

RailAmerica, Inc. -- http://www.railamerica.com-- the world's  
largest short line and regional railroad operator, owns 49
railroads operating approximately 12,800 route miles in the
United States, Canada, Australia and Chile.  In North America,
the Company's railroads operate in 27 states and six Canadian
provinces.  Internationally, the Company operates an additional
4,300 route miles under track access arrangements in Australia
and Argentina.  In October 2001, RailAmerica was ranked 85th on
Forbes magazine's list of the 200 Best Small Companies in
America; in July 2001, the Company was named to the Russell
2000(R) Index.

                           *    *    *

As reported in Troubled Company Reporter's April 25, 2002
edition, Standard & Poor's raised its long-term corporate credit
rating on RailAmerica Inc., citing the rail operator's improved
financial flexibility. The senior secured debt rating was raised
to 'BB' from 'BB-', and the subordinated debt rating was raised
to 'B' from 'B-'. Standard & Poor's also assigned its 'BB'
rating to $475 million in senior secured credit facilities
issued by RailAmerica Transportation Corp. and guaranteed by
RailAmerica Inc. Local and Foreign Currency Ratings are assigned
at 'BB-' and 'BB+' respectively. Ratings outlook is stable.

The rating actions reflected the company's successful expansion
of operations and improved financial profile. Nevertheless, debt
leverage remains elevated, in the 70% debt to capital area, and
management's active acquisition strategy carries potential for
additional debt financing.


SAFETY-KLEEN: Sues Delta Air to Recoup $1 Million Preference
------------------------------------------------------------
Safety-Kleen Services, represented by Jeffrey C. Wisler of
Connolly Bove Lodge & Hutz of Wilmington, brings suit against
Delta Airlines 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 Delta on
dates in March, April and May, 2000, within 90 days of the
Petition Date, in at least amounts totaling $1,029,510.  These
transfers were on account of an antecedent debt owed by one or
more of the Debtors to Delta, and the transferring Debtors were
insolvent at the times of the transfers.  As a result of these
transfers, Delta 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 Delta
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 Delta in the amount of $1,029,510, plus
pre- and post-judgment interest, and their costs.  Further, the
Debtors want Delta's claims against these estates disallowed if
Delta refuses to return the transfers. (Safety-Kleen Bankruptcy
News, Issue No. 40; Bankruptcy Creditors' Service, Inc.,
609/392-0900)    


SEXTANT ENTERTAINMENT: Deloitte & Touche Named Interim Receiver
---------------------------------------------------------------
Sextant Entertainment Group Inc. announced that it and its
subsidiaries were unable to file a formal plan of compromise or
arrangement with their creditors pursuant to the Companies'
Creditors Arrangement Act.  The Royal Bank of Canada
subsequently appointed Deloitte & Touche as interim receiver and
applied to the court and successfully set aside the stay of
proceedings that had been granted to the company and its
subsidiaries effective June 4th, 2002.

The remaining senior management and directors of the Company all
resigned effective June 18, 2002.


SOLID RESOURCES: Expects to File CCAA Plan by July 5, 2002
----------------------------------------------------------
Solid Resources Ltd. (TSX: SRW) announces that the TSX Venture
Exchange has completed their Tier review of the Company and,
effective June 21, 2002, the Company's Tier classification has
been changed from Tier 1 to Tier 2. As a result of the
completion of the Tier review the Company is to resume trading
at the opening of trading June 24, 2002 or shortly after pending
the dissemination of this release.

                    Spanish Assay Results

The Company is completing an extensive sampling program of the
Northern Zone within the Doade-Presqueira Tantalum, Lithium and
Tin pegmatite belt. The Northern Zone with significant old mine
workings has not been tested before. Assaying has been carried
out by a Canadian assay office. Preliminary indications are that
a significant mineralized zone is present. The assay results are
expected to be made public within one month.

             Spanish Drilling to Begin July, 2002

The Company has announced that drilling will begin on the south
end of the thirteen kilometer Doade-Presqueira property in early
July, 2002. Funding for the initial drilling will be supplied by
the Company's partner. The drilling will take place south of an
area surrounding multiple old abandoned tin mines where a
conservatively estimated mineral resource of 3.5 million tons
exists. The 15,744 acre property is located thirty (30)
kilometers west of Orense in Northwestern Spain. The exploration
project will be headed up by Tony Spat the Company's Vice
President Mining Exploration and Development.

             Wireline Services Division Sale Closes

The Company closed the sale of its Canadian wireline equipment
to a local competitor on June 4, 2002. The proceeds of
$2,225,741 from the sale were utilized to pay down the debt of
various secured creditors and C.C.R.A.

               Sale of Well Testing Operations

The Company has entered into negotiations with an interested
party regarding the sale of its remaining oil and gas service
assets. Currently, the two parties are working on the
preparation of a definitive Purchase and Sale Agreement and the
Purchaser is currently undertaking its due diligence. Closing is
expected, on or before, July 31, 2002.

         Companies' Creditors Arrangement Act Status

The Company continues to work on its Plan of Arrangement and
expects to file its Plan by July 5, 2002. The Company will be
shortly asking the Court to approve a procedure for proving and
valuing the claims of creditors and to set down a time for the
meeting of creditors. It is expected that the meeting of
creditors to vote on the Plan will occur prior to the middle of
August, 2002. Assuming the Plan is accepted by the creditors the
Company will then seek Court approval of the Plan.
Implementation of the Plan is anticipated to occur by the middle
of September.

Once the Plan implementation is completed the Company will no
longer be subject to Court protection and will emerge the
process a well focused and capitalized mineral exploration
company with goals of mining one of its several mineral
deposits.

The Company continues to make good progress and appreciates the
cooperation and support of all of its clients and creditors
during this period of change. The Company remains very confident
that it will obtain all of the necessary approvals and emerge
from CCAA protection.


SOUTH STREET CBO: Fitch Junks Classes B-1 and B-2 Notes
-------------------------------------------------------
Fitch Ratings affirms two tranches of notes and downgrades seven
tranches of notes issued by South Street CBO 2000-1 Ltd. In
conjunction with this action, Fitch removes all of the rated
notes from Rating Watch Negative.

The following rating actions are effective immediately:

  --$68,717,623 class A-1L notes affirmed at 'AAA';

  --$95,000,000 class A-2L notes affirmed at 'AAA';

  --$15,000,000 class A-3L notes downgraded to 'A' from 'AAA';

  --$30,000,000 class A-3 notes downgraded to 'A' from 'AAA';

  --$20,000,000 class A-4L notes downgraded to 'B' from 'A-'.

  --$8,000,000 class A-4A notes downgraded to 'B' from 'A-'.

  --$10,000,000 class A-4C notes downgraded to 'B' from 'A-'.

  --$15,000,000 class B-1 notes downgraded to 'CCC' from 'BBB-'.

  --$4,915,000 class B-2 notes downgraded to 'CC' from 'BB-'.

South Street CBO 2000-1 Ltd., is a collateralized bond
obligation established in April 2000 and is managed by Colonial
Advisory Services. Due to the increased levels of defaults and
deteriorating credit quality, Fitch has reviewed in detail the
portfolio performance of South Street CBO 2000-1 Ltd. In
conjunction with this review, Fitch Ratings discussed the
current state of the portfolio with the asset manager and their
portfolio management strategy going forward. In addition, Fitch
conducted cash flow modeling utilizing various default timing
and interest rate scenarios. As a result of this analysis, Fitch
has determined that the original ratings assigned to the class
A-3L, A-3, A-4L, A-4A, A-4C, B-1 and B-2 notes no longer reflect
the current risks to noteholders.

South Street CBO 2000-1 Ltd. has been consistently failing its A
overcollateralization test of 110% and its class B
overcollateralization test of 103% since September 2001. As of
the latest Trustee's report dated May 17, 2002, the A and B
overcollateralization levels were 104.2% and 96.2%,
respectively. South Street CBO 2000-1 Ltd.'s defaulted assets
represented 4% of total portfolio collateral ($266 million) with
a significant amount of total cumulative defaulted assets.
Assets rated 'CCC+' or worse represented 20.7% of total
committed investments. The 'CCC+' or worse category includes the
4% of defaulted securities currently held in the portfolio.
Fitch will continue to monitor and review this transaction for
future rating adjustments.


SULPHUR CORP: Peter Workum & Charles Raymond Resign from Board
--------------------------------------------------------------
Sulphur Corporation of Canada Ltd announced that Messrs. Peter
J. Workum and Charles M. Raymond have resigned as directors of
SCC.

As previously reported, Sulphur Corporation of Canada Ltd
requested and obtained a Stay Extension under the Companies'
Creditors Arrangement Act. The initial Order was to expire on
May 17, 2002 and was extended until June 18, 2002.

The Order had the effect of staying the rights of all creditors
to enable SCC to restructure its financial affairs.


TELEPANEL SYSTEMS: Equity Deficit Reaches C$11M at Jan. 31, 2002
----------------------------------------------------------------
Telepanel Systems Inc. (OTCBB:TLSXF) (TSE:TLS) announced its
results for the year ended January 31, 2002.

For the year ended January 31, 2002 revenue increased to
C$3,197,076 from last year's revenue of C$3,112,903. The loss
before interest and non-operating expenses decreased to
C$1,934,241 from C$3,573,785 for the corresponding period last
year. The decrease in the loss before interest and non-operating
expenses of C$1,639,544 is mainly the result of decreased
operating expenditures as a result of the restructuring and
streamlining effort the company carried out in July of this
fiscal year. As a result of this action, the company recorded a
restructuring charge of C$825,000 during the year. The loss for
the year ended January 31, 2002 was C$5,589,342 compared to
C$5,948,089 for the year ended January 31, 2001. The decrease in
the loss for the year of C$358,747 was mainly due the decrease
in operating expenses noted above, partially offset by the
restructuring charge recorded during the same period.

At January 31, 2002, Telepanel's balance sheet shows a total
shareholders' equity deficit of about C$11 million.

Commenting on the results, Garry Wallace, President & CEO said,
"These results demonstrate our focus on 'getting our house in
order' over the past year, while continuing to initiate
opportunities from specific accounts to confirm the huge
potential of the ESL market". Wallace continued, "We have
aligned our expenditures with our current level of income
through restructuring and streamlining our operations and we are
focusing our resources on being able to better assist our
partners in their selling efforts and improving our customer
account management and support. The operating loss before non-
cash items reported in our quarterly results ended January 31,
2002 demonstrates the decreased expenditures of the company.
Delivering increased sales while trimming operating expenses by
over 45% demonstrates our increased core business efficiency,
while expressing our firm commitment to remain in the forefront
of this nascent market."

"By levering the strengths of our current partners, and
continuing to add to our reach and functionality by signing up
new partners and resellers, we are maximizing the use of our
resources. I think we have succeeded in reducing our costs,
while at the same time, increasing our penetration and customer
service abilities," Wallace added. "We have accomplished a great
deal during the past year, and we are continuing to position
ourselves for success for the 2003 fiscal year."

Telepanel is a leader in developing wireless electronic shelf
labelling systems for retail stores. Telepanel ESLs are placed
on the edge of store shelves to show a product's price and other
information. Prices are changed by a radio communications link
from the store's product database, to provide rapid, accurate
pricing updates.

Telepanel's systems are integrated with the leading 2.4 GHz RF
LANs which allows retailers to take advantage of their
investment in IEEE-standard in-store RF networks and extend
their use to electronic shelf labels.

Telepanel wireless ESLs are installed throughout the United
States, Canada, and Europe, with such premier supermarket chains
as Adam's Super Food Stores, A & P, Stop & Shop, Big Y,
Reasor's, Doll's, Brown's, Stew Leonard's, Grand Union,
Wakefern, Berks, Ellington, Port Richmond, Champion, Leclerc,
Intermarche, SPAR, and Super U, and at Universal Studios,
Hollywood.


TELEX COMMS: Hires Ernst & Young to Replace Andersen as Auditors
----------------------------------------------------------------
On June 10, 2002, management of Telex Communications, Inc.,
after consultation with its Board of Directors, dismissed Arthur
Andersen LLP as Telex's independent auditors, effective
immediately, and engaged Ernst & Young LLP to serve as Telex's
independent auditors for the fiscal year ending December 31,
2002.

Telex is a leader in the design, manufacture and marketing of
sophisticated audio, wireless and multimedia communications
equipment for commercial, professional and industrial customers.
Telex provides high value-added communications products designed
to meet the specific needs of customers in commercial,
professional and industrial markets, and, to a lesser extent, in
the retail consumer electronics market. Founded in 1936 as a
hearing aid manufacturing company, Telex is controlled by
Greenwich Street Capital, an affiliate of Citigroup.

As of December 31, 2001, the company has a total shareholders'
equity deficit of about $40 million.


TRISM INC: Peisner Johnson's Engagement as Tax Consultant Okayed
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
gave its stamp of approval to Trism, Inc. to retain Peisner
Johnson & Company, LLP as the Company's tax consultants and
auditors.  This retention is for the purpose of investigating,
preparing and filing any claims for refunds due and owing to the
Debtors.

Peisner Johnson is expected to:

     a) conduct a detailed review and analysis of Debtors'
        records, invoices and other documents to determine if
        Debtors are entitled to any tax refunds or credits or
        reductions in assessments, interest or penalties;

     b) research all applicable issues and scheduling all
        items qualifying for refunds;

     c) provide Debtors with a detailed report of all areas of
        tax relief and documentation supporting the report;

     d) with Debtors' approval, prepare and file all
        necessary and appropriate returns, claims, etc.; and

     e) negotiate any disputes and finalizing any compromises.

The Debtors will compensate Peisner Johnson on a contingency
basis:

     a) 50% of any refunds identified by Peisner Johnson and
        received by Debtors;

     b) To the extent that any refunds consist of tax credits,
        reduced assessments, or reduced interest or penalties,
        Debtors will pay 50% of the amount by which the taxes,
        interest or penalties is reduced;

     c) No fee will be owed to Peisner Johnson if no refunds are
        identified by Peisner Johnson and received by Debtors;

     d) All amounts owed to Peisner Johnson for any refunds
        received by Debtors will be due and payable upon the
        date of receipt by Debtors of said refund;

     e) All amounts owed to Peisner Johnson for any tax credits,
        reduced assessments, or reduced interest or penalties
        will be due and payable upon the date of distribution to
        the creditors in the bankruptcy cases;

     f) Peisner Johnson will be entitled to interest at the
        annual rate of 10% beginning 30 days after payment is
        due with said interest continuing to accrue until
        payment is received by Peisner Johnson; and

Trism, Inc., the nation's largest trucking company that
specializes in the transportation of heavy and over-dimensional
freight and equipment, as well as material such as munitions,
explosives and radioactive and hazardous waste, filed for
chapter 11 protection on December 18, 2001 in Western District
of Missouri. Laurence M. Frazen, Esq. at Bryan Cave LLP
represents the Debtors in their restructuring efforts. When the
Company filed for protection from its creditors, it listed $155
million in assets and $149 million in debts.


UNITED AIRLINES: Flight Attendants Nix Proposed Pay Concessions
---------------------------------------------------------------
Elected leaders from the Association of Flight Attendants, AFL-
CIO, representing United Airlines flight attendants rejected a
proposal from the carrier asking for wage and other pay  
concessions totaling about $90 million over three years.

"Our Contract is closed, we are not paid on par with other
employees at our airline, and contract violations have not been
addressed," said AFA United Master Executive Council President-
elect Greg Davidowitch.  "Flight attendants will not discuss
concessions with United under these circumstances."

Flight attendant representatives met in a closed meeting on
Thursday, June 20 to discuss a Term Sheet United had faxed to
AFA asking for wage and other pay concessions, including a 5
percent reduction in current hourly rates of pay and other pay
factors, as well as the elimination of future contractually-
guaranteed raises.  Management proposed to offset part of the
concessions with stock options.

But the flight attendants have told United management since Dec.
2001 that several outstanding issues must be addressed before
discussions about United's finances move forward.  These "Rules
of Engagement" include a resolution of contract violations
regarding United's abandoned start-up airline, Avolar, and
the disproportionately low compensation flight attendants are
paid with respect to other employee groups at the airline.  No
significant progress has been made in these areas.

After considering this lack of progress and reviewing United CEO
Jack Creighton's statement to the Securities and Exchange
Commission last week that the survival of the airline is no
longer in question, the AFA United MEC passed a resolution
stating that "the AFA United MEC will not engage in
concessionary bargaining with United Airlines."

"United flight attendants contribute to the financial success of
this airline everyday," said AFA United Master Executive Council
President Linda Farrow.  "We contribute by ensuring the safety
of our passengers, through exceptional service which brings
passengers back to United, and we assist the airline's bottom
line when we cash our below industry average wage pay checks,
while the rest of United's employees make top-of-the-industry
plus pay."

The flight attendants are the only work group at United with a
contract that convenes a wage arbitration panel each year that
ensures United's flight attendant costs remain at the industry
average.  This year, the panel ruled that United's flight
attendant costs were $48 million below the average of the
airline's competitors.  All other work groups at United are
provided industry-leading compensation.

More than 50,000 flight attendants, including the 26,000 flight
attendants at United, join together to form AFA, the world's
largest flight attendant union.  Visit at http://www.afanet.org  

As of March 31, 2002, UAL Corporation, United Airlines' parent
company, has a working capital deficit of about $3 billion.


VENUS EXPLORATION: Secures New $2 Million Credit Financing
----------------------------------------------------------
Venus Exploration, Inc. has entered into a loan agreement for a
new $2,000,000 Revolving Credit Facility provided by San
Antonio-based The Frost National Bank on May 31, 2002. The one-
year facility will mature on May 31, 2003, and is secured by a
first lien mortgage on all of the Company's presently producing
oil and gas properties, as well as limited personal guaranties
provided by certain individuals acceptable to Frost, including
certain directors of the Company. The Company is using the
proceeds from the facility primarily to pay off outstanding
loans from a creditor and the Company's prior bank lender. The
facility bears interest at the bank's prime rate plus 200 basis
points. The facility contains usual and standard covenants such
as debt and lien restrictions, dividend and distribution
prohibitions and financial statement reporting requirements.

Seven individuals, including Company directors Eugene L. Ames,
Jr., John Y. Ames, James W. Gorman and Michael E. Little who
provided guaranties for an aggregate of 35% of the loan amount,
agreed to provide limited personal guaranties to support the
loan to the Company. As required by Frost, each individual was
required to guarantee up to 125% of his individual share of the
total loan amount. In consideration of their agreement to
provide the guaranties, the Company granted to the Guarantors,
proportionately in accordance with the amount of their
respective guaranties, (i) warrants to acquire an aggregate of
1,000,000 shares of the Company's common stock, and (ii)
interests in an overriding royalty pool, ranging from 0.25% to
1.00%, on certain prospects being developed by the Company. The
exercise price for the warrants was based upon the average
closing price of the Company's common stock for the 30-day
period prior to the closing date, which resulted in an exercise
price of $0.40 per share. Guarantors were also provided with a
second lien mortgage in the properties pledged to Frost and
first lien mortgages in other properties of the Company as
security in the event that they are required to perform pursuant
to the guaranties provided to Frost.

Venus Exploration explores for and develops oil and natural gas
in eight US states; its main areas of focus are Louisiana,
Oklahoma, Texas, and Utah. Venus Exploration has total proved
reserves of about 10.8 billion cu. ft. of natural gas equivalent
and a daily net production of 2.4 million cu. ft. of natural gas
equivalent. Production from its more than 300 wells is sold at
the wellhead to oil and gas companies, including its largest
customers, Duke Energy Field Service and Flying J Oil & Gas.

As previously reported, Venus Exploration was delisted from
Nasdaq SmallCap Market in January for noncompliance of certain
continued listing requirements. The company's securities are
currently trading on OTC Bulletin Board under the trading symbol
'VENX'.


VERADO HOLDINGS: Committee Gets Nod to Retain Alvarez & Marsal
--------------------------------------------------------------
The Official Committee of Unsecured Creditors obtained Court
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Alvarez & Marsal, Inc. as its financial
aadvisors.

As financial advisors, Alvarez & Marsal is expected to:

     a) analyze the forecasts and liquidation plans of the
        Debtors;

     b) analyze the financial statements of the Debtors;

     c) assist with the claims reconciliation process;

     d) assist with the collection of amounts owed to the
        Debtors;

     e) assist with the analysis of potential preference
        payments, fraudulent conveyances and other causes of
        action;

     f) review and analyzing the plan of reorganization and
        disclosure statement; and

     g) provide the Committee with any other necessary
        services as the Committee of the Committee counsel may
        request from time to time and to which Alvarez & Marsal
        may agree.

The Committee agrees to compensate Alvarez & Marsal on their
current hourly rates:

          Managing Director     $525 per hour
          Directors             $350 per hour
          Associates            $275 per hour
          Analysts              $125 per hour

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.

DebtTraders reports that Verado Holdings Inc.'s 13% bonds due
2008 (VRDO08USR1) are quoted at 9. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=VRDO08USR1
for real-time bond pricing.


WHEELING-PITTSBURGH: Seeks Fourth Lease Decision Time Extension
---------------------------------------------------------------
Wheeling-Pittsburgh Steel Corp., Pittsburgh-Canfield Corporation
and its affiliated debtors, speaking through Scott N. Opincar,
Esq., of Calfee Halter & Griswold, ask Judge Bodoh for a further
extension of time in which to assume or reject unexpired leases
of nonresidential real property.  The Debtors seek an additional
180 days, to and including Tuesday, January 7, 2003, to assume
or reject unexpired leases of nonresidential real property. The
present extension expires July 11, 2002.

Under the provisions of the Bankruptcy Code, debtors must cure
any defaults which exist under the leases for Leased Properties,
at the time of any assumption thereof, which requirement has
obvious significant financial consequences as to the amount of
administrative expenses incurred or to be incurred by Debtors'
respective estates. Since the Petition Date, the Debtors have
been dealing 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 working diligently
to determine whether any third parties have an interest in
acquiring all or a part of the Debtors or their facilities and
investigating thoroughly various possible reconfigurations of
the Debtors' business that would support continued operation as
a stand alone business.

Since the Order granting the previous extension was entered on
January 8, 2002, the Debtors have continued 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 RBC Dain to
assist 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
bankruptcy.

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. The sheer size and volume of these
Chapter 11 cases and the complex nature of the reorganization
issues involved justify a further extension of the period
provided under the Bankruptcy Code to assume or reject an
unexpired lease of nonresidential property for "cause" as:

     (i)  the decision to assume or reject the Leased Properties
          would be central to any plan or plans of
          reorganization;

     (ii) the Debtors have not had the time necessary to
          intelligently appraise their financial situation and
          the potential value of their assets in terms of the
          formulation of a plan of reorganization;

   (iii)  the Leased Properties constitute a number of business
          properties and Debtors need additional time to
          determine whether to assume or reject these leases;
          and

    (iv)  to the best of the Debtors' knowledge and belief, the
          Debtors have complied with all their post-petition
          obligations under the leases for the Leased Properties
          in accordance with Bankruptcy Code.  Furthermore, the
          Debtors are paying their post-petition debts as they
          become due, are negotiating in good faith with their
          creditors, have kept the Official Committees fully
          apprised of their work and progress towards
          reorganization and are not seeking the extension to
          pressure creditors into accepting an unsatisfactory
          plan. (Wheeling-Pittsburgh Bankruptcy News, Issue No.      
          23; Bankruptcy Creditors' Service, Inc., 609/392-0900)  


WHEELING-PITTSBURGH: Steel Unit Sets Monthly Production Records
---------------------------------------------------------------
Wheeling-Pittsburgh Steel Corporation announced that its blast
furnace and caster operations set monthly production records in
May.

The company's No. 1 and No. 5 blast furnaces produced 202,714
tons of pig iron during May, breaking the old record of 197,667,
set during May 1998. In addition, the No. 5 blast furnace
averaged 3,823 tons per day during the month which improved upon
its previous performance, set June 2000, by more than 88 tons
per day.

Caster production reached 230,306 tons in May, improving on the
previous record of 229,370 set during May 2000 by 936 tons.

"The record production levels represent improved demand for
Wheeling-Pittsburgh Steel's products and outstanding performance
by our primary operations employees," said Don Keaton, Vice
President of Operations and Procurement. "Wheeling-Pittsburgh
Steel is successfully ramping up its production to meet demand
and to participate fully as the steel market recovers from
record low steel prices."

Wheeling-Pittsburgh Steel had reduced its production levels and
laid off hundreds of its employees during the steel import
crisis. The company is one of more than 30 steel firms which
filed for Chapter 11 bankruptcy protection during the import
crisis.

In March, President George Bush enacted tariffs on most steel
imports, causing domestic steel pricing to improve.

"I am extremely proud of how our employees, not just at our
primary operations, but throughout the company, have reacted
during our bankruptcy proceedings," said President and CEO James
G. Bradley. "While the steel crisis has caused significant
hardships, including pay reductions, our employees have
continued to find ways to improve our operating performance. It
is a testament to this company and its employees that we are
increasing our efficiency and productivity during these very
difficult times."


WILLIAMS COMMS: Wants More Time to Remove Prepetition Actions
-------------------------------------------------------------
Williams Communications Group, Inc., and its debtor-affiliates
ask the Court to extend the period during which they may remove
pending claims and civil actions to federal court pursuant to
Section 1452 of the Judicial Code and Bankruptcy Rule 9027.  The
Debtors want their removal period extended until the date on
which an order is entered confirming a Chapter 11 Plan.

"These are large and complex Chapter 11 cases and, at this early
stage, the Debtors have not yet had an opportunity to evaluate a
variety of issues to determine which causes of action, if any,
they will seek to remove," contends Erica M. Ryland, Esq., at
Jones, Day, Reavis & Pogue in New York, New York.  As of the
Petition Date, the Debtors were parties to numerous civil
actions pending in multiple forums and tribunals and asserting a
wide variety of claims.

Ms. Ryland claims that the Debtors have devoted substantially
all of their time and resources since the Petition Date to
ensuring a smooth transition into Chapter 11, engaging in
discussions with their key constituencies, and formulating their
recently filed joint Chapter 11 plan and related disclosure
statement.  "For these reasons, the Debtors have not had
sufficient time to analyze and determine whether removal is
appropriate," Ms. Ryland submits.

Mr. Ryland believes that the requested extension will afford the
Debtors a sufficient opportunity to make fully-informed
decisions whether to remove claims and causes of actions without
risking the forfeiture of valuable rights under Section 1452 of
the Judicial Code.

"Furthermore, the extension will not prejudice the rights of any
party to an action.  If the Debtors remove an action to federal
court, an affected party will retain its right to seek a
remand," Ms. Ryland says. (Williams Bankruptcy News, Issue No.
6; Bankruptcy Creditors' Service, Inc., 609/392-0900)

Williams Communications Group Inc.'s 10.875% bonds due 2009
(WCG2) are trading at about 13, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCG2


WINSTAR COMMS: Court Fixes Aug. 30 Bar Date for Proofs of Claim
---------------------------------------------------------------
Judge Akard fixes August 30, 2002 as the last date for filing
proofs of claim against Winstar Communications, Inc.'s chapter 7
estates. (Winstar Bankruptcy News, Issue No. 29; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  


WOLFE NURSERY: Seeks Approval of Lease Agreement with Calloway's
----------------------------------------------------------------
Calloway's Nursery, Inc. (Nasdaq: CLWY) plans to enter the San
Antonio, Texas market with multiple retail stores.

The Company has signed leases for three store locations and an
office/warehouse facility, and is negotiating to lease
additional retail stores. The leases are subject to final
approval of the U.S. Bankruptcy Court. The stores have operated
for many years as Wolfe Nursery.

The stores are expected to reopen this summer under the name
"Calloway's Nursery". In addition, the Company plans to hire
many of the employees of the Wolfe Nursery stores. George
Wechsler, who successfully ran the Wolfe Nursery stores in San
Antonio for many years, has agreed to come back and help run the
San Antonio stores.

The San Antonio metropolitan area is the nation's 30th largest
with approximately 1.6 million residents. This market entry will
place the Company in the three largest metropolitan areas in
Texas: Dallas/Fort Worth, Houston and San Antonio, reaching a
combined population of 11.5 million.

Founded in 1986, Calloway's Nursery, Inc. is the largest lawn
and garden retailer in Texas. The company, prior to the planned
San Antonio market entry, operates 16 Calloway's stores in the
Dallas-Fort Worth Metroplex and 3 Cornelius stores in Houston.
The retail stores are supported by two wholly owned growing
operations for the production of living plants: Miller Plant
Farms near Tyler and Turkey Creek Farms near Houston.

Calloway's Nursery, Inc. believes its shareholders benefit from
the views of management about the future of the Company's
business. Included herein may be forward-looking statements,
including statements about future store openings and hiring of
employees. Many factors affect management's views about future
events and trends of the Company's business. These factors
involve risk and uncertainties that could cause actual results
or trends to differ materially from management's view, including
any of these factors: ability of landlords to deliver leased
locations to the Company, the Company's ability to hire
qualified employees for new store locations, economic and
weather conditions in the Company's market areas, competition,
seasonality and the risk factors set forth from time to time in
the Company's filings with the Securities and Exchange
Commission.


WORLDCOM INC: Says BellSouth Long Distance Bids Deserve an 'F'
--------------------------------------------------------------
Background: BellSouth sought Federal Communications Commission
authority to provide long distance service in Alabama, Kentucky,
Mississippi, North Carolina and South Carolina.  Under the
federal Telecommunications Act of 1996, regional Bell monopolies
such as BellSouth are required to prove to state regulators and
to the FCC that their local phone markets are irreversibly open
to competitors on a state-by-state basis before they can be
allowed to offer long distance services.

The following statement should be attributed to Rick Heitmann,
WorldCom (Nasdaq: WCOM) Vice President for Public Policy:

     "Any way you slice it, these five BellSouth applications
are the equivalent of a student resubmitting a failed term paper
hoping somehow the teacher will this time look the other way.  
The bottom line is BellSouth has not demonstrated that it has
met the requirements for long distance approval so its latest
long distance applications deserve an 'F.'

     "For six years BellSouth has repeatedly gone out of its way
to throw roadblocks in front of competitors seeking to enter
these states' local markets and evade its obligations under
federal law.  The FCC and the U.S. Justice Department owe it to
consumers to insure these roadblocks have been removed and that
viable local competition exists in each of these states before
approving these applications.

     "In the wake of recent pro-competition rulings by the U.S.
Supreme Court on wholesale network pricing and questions raised
by Tennessee regulators on the regional nature of BellSouth's
operations support systems, we are hopeful that federal
regulators will force BellSouth to address its inflated rates
for competitive access to its network and unproven operations
support systems before granting it long distance authority.  
Only then will competitors have the practical tools they need to
more easily bring widespread local phone choice to consumers in
these states."

                           *   *   *

As previously reported, Standard & Poor's lowered Worldcom's
corporate credit rating to B from BB. Additionally, the same
rating agency downgraded the company's four related synthetic
transactions to B+.

DebtTraders says that Worldcom Inc.'s 10.875% bonds due 2006
(WCOM06USR2) are trading at about 50. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOM06USR2
for real-time bond pricing.


XO COMMUNICATIONS: Sings-Up Willkie Farr as Bankruptcy Counsel
--------------------------------------------------------------
Since February 1996, Willkie Farr & Gallagher has served as XO
Communications, Inc.'s primary outside counsel for financing
transactions, securities law matters, merger and acquisition
transactions, antitrust matters and ERISA compliance.  WF&G also
represents the Debtor in class action and individual suits
seeking damages and injunctive relief relating to the proposed
restructuring and recapitalization.

In the Spring of 2001, XO requested WF&G's advice concerning a
variety of strategic alternatives aimed at deleveraging its
balance sheet as a precondition to obtaining additional equity
financing.

At the Debtor's behest, pursuant to sections 327 and 328 of the
Bankruptcy Code, the Court grants XO interim authority to employ
and retain Willkie Farr & Gallagher as its attorneys to
prosecute this chapter 11 case and to continue providing other
tax, real estate, corporate finance, and litigation services
relating to XO's reorganization.  Approval will become final on
July 9 if no objection is interposed by July 5.

WF&G is expected to:

(a) perform all necessary services as the Debtor's counsel,
     in the areas of real estate, business and commercial
     litigation, tax, debt restructuring, bankruptcy, and asset
     dispositions;

(b) take all necessary actions to protect and preserve the
     Debtor's estate during the pendency of its chapter 11 case,
     including the prosecution of actions by the Debtor, the
     defense of any actions commenced against the Debtor,
     negotiations concerning all litigation in which the Debtor
     is involved, objecting to claims filed against the estate,
     and seeking to have the Court estimate certain claims;

(c) prepare on behalf of the Debtor all necessary motions,
     applications, answers, orders, reports and papers in
     connection with this chapter 11 case, including a plan of
     reorganization and a disclosure statement;

(d) counsel the Debtor with regard to its rights and obligations
     as debtor in possession; and

(e) perform all other necessary legal services.

On or about February 20, 2002, WF&G received a $500,000 retainer
from the Debtor.  WF&G will bill for its legal services on an
hourly basis.  Tonny K. Ho, Esq., a WF&G member, relates that
attorneys at WF&G presently designated to represent the Debtors
in these cases charge between $205 and $695 per hour and
paralegals bill between $105 and $145 per hour.

Mr. Ho is confident that WF&G is a "disinterested person" as
that term is defined in 11 U.S.C. Sec. 101(14).  Nevertheless,
in the interest of full disclosure, Mr. Ho points out various
relationships for review by the Court, the Office of the United
States Trustee, and other parties in interest:

(a) WF&G's Prior Representation of the Debtor:

   Since February 1996, WF&G has served as the Company's primary
   outside counsel for financing transactions and related
   securities law matters, as well as for merger and acquisition
   transactions and various other commercial and corporate law
   matters. During the course of this representation, WF&G has
   provided corporate and ERISA-related advice to the Debtor.
   Currently, WF&G represents the Debtor on the following
   litigation matters:

  * Irving Schoenfeld, Morgan Marketing Ltd., Russ Land and
    Brian Beavers v. XO Communications, Inc., Henry R. Nothhaft,
    Daniel Francis Akerson, Jeffrey S. Raikes, Sandra Horbach,
    Craig 0. McCaw, Nathaniel A. Davis, Nicolas Kauser, Sharon
    L. Nelson, Joseph L. Cole, Dennis M Weibling, Peter C. Waal,
    Forstmann Little & Co. and Telefonos de Mexicos S.A. DEC.V.,
    N.Y. Sup. Ct., Nassau County, No. 01-018358.

  * Thad Wardall, Trustee, U/A 5-08-00, Wardall Revocable Living
    Trust, and Brian Bowden v. XO Communications, Inc., Del. Ch.
    Ct., New Castle County, No. 19590.

  * Sheldon Weiner v. XO Communications, Inc., Del. Ch. Ct., New
    Castle County, No. 19540.

  * In re XO Communications, Inc. Securities Litigation, United
    States District Court for the Eastern District of Virginia,
    No. 01-1832-A.

(b) WF&G's Unrelated Representation of Certain Members of the
    Debtor's Prepetition Secured Lender Group:

   Approximately 80 lenders (the Bank Group) currently
   participate in the Debtor's $1.0 billion prepetition senior
   secured credit facility. WF&G represented the Debtor in the
   negotiation of that facility with the lenders. WF&G has in  
   The past represented and currently represents certain
   individual members or affiliates of individual members of
   that lending group in matters unrelated to the Debtor. Mr. Ho
   says that WF&G may continue its representation of such
   parties or their affiliates, but has not and will not
   represent any of them in any matter relating to the Debtor or
   this chapter 11 case.

(c) WF&G's Prior Representation of Certain Known Senior Note
    Holders and Creditors:

   WF&G has represented and continues to represent Indenture
   Trustees and individual holders of Senior Notes and other
   significant creditors of the Debtor in matters unrelated to
   the Debtor. None of these relationships are material either
   individually or in the aggregate. WF&G may continue its
   representation of such parties or their affiliates, but has
   not and will not represent any of them in any matter relating
   to the Debtor or this chapter 11 case, Mr. Ho advises.

(d) WF&G's Unrelated Representation of Certain Other Creditors
    of the Debtor:

   (i) Level 3 Communications has been and may continue to be a
   trade creditor of the Debtor or its affiliates. Level 3 also
   is a customer of XO in connection with certain metro and
   intercity leased capacity. WF&G has represented Level 3 and
   certain of its affiliates with respect to certain corporate
   and real estate matters wholly unrelated to the Debtor or its
   affiliates. Mr. Ho submits that WF&G has neither represented
   Level 3 and its affiliates, nor the Debtor and its
   affiliates, in any transaction between the two parties. WF&G
   intends to continue to represent Level 3 and its affiliates,
   but will not represent them in any matters related to the
   Debtor or its affiliates or this case. The portion of WF&G's
   2001 annual revenue attributable to its representation of
   Level 3 was less than 0.80%.

  (ii) 360networks, Inc. and certain of its affiliates have been
   and may continue to be trade creditors of one of the Debtor's
   non-debtor affiliates. WF&G currently represents certain of
   the United States 360 entities in their chapter 11
   reorganization cases before the same Court and certain other
   360 entities respecting aspects of their insolvency
   proceedings. WF&G intends to continue to represent 360, but
   will not represent 360 in any matters related to this case.
   The portion of WF&G's 2001 annual revenue attributable to its
   representation of 360 was less than 1.25%.

(iii) Global Crossing Ltd. is a competitor of the Debtor,
   and has been and may continue to be a trade creditor of the
   Debtor and/or its affiliates.  GX also is a party to certain
   contractual arrangements with the Debtor or one or more of
   its affiliates. WF&G has been retained by GX and certain of
   its affiliates to represent them in connection with the
   chapter 11 case of Exodus Communications, Inc. and its
   affiliates. WF&G also provides GX and certain affiliates with
   certain transactional and lease-related real estate services
   primarily in connection with the Exodus matter, but also in
   some matters unrelated to Exodus. WF&G also was retained by
   GX as counsel to a special committee of GX's Board of
   Directors to provide advice on a loan demand, and serves as
   special counsel to advise GX's Board of Directors regarding
   GX's chapter 11 case before the same Court overseeing XO's
   case. WF&G does not serve as general bankruptcy counsel to
   GX, which has retained Weil Gotshal & Manges in that
   capacity. Mr. Ho covenants that, while WF&G will continue to
   represent GX and its affiliates, WF&G will not represent them
   on any matters directly related to the Debtor. The portion of
   WF&G's 2001 annual revenue attributable to its representation
   of GX was less than 0.04%.

(iv) Wells Fargo Bank, Minnesota is the Debtor's indenture
   trustees for the 5-3/4% Convertible Subordinated Notes due
   2009. WF&G has represented Wells Fargo Securities Inc., which
   is affiliated with Wells Fargo, with respect to matters
   wholly unrelated to the Debtor. WF&G primarily represents the
   broker-dealer affiliates of Wells Fargo Securities, Inc. in
   regulatory matters and sometimes advises the company itself
   regarding securities business activities of its employees.
   WF&G intends to continue to represent Wells Fargo Securities,
   but will not represent it in any matters related to the
   Debtor or its affiliates or this case, Mr. Ho says. The  
   portion of WF&G' s 2001 annual revenue attributable to its
   representation of Wells Fargo Securities Inc. was less than
   0.03%.

(e) WF&G's Unrelated Representation of Certain Equity Holders of
    the Debtor:

  Numerous individuals and corporate entities are holders of the
  equity securities of the Debtor. WF&G has represented and/or
  continues to represent certain equity holders of the Debtor in
  matters unrelated to the Debtor. Those matters include:

  (i) As of March 31, 2001, Eagle River Investments, L.L.C.,
   held approximately 17.26% of the stock of XO Communications,
   Inc., and more than 50% of the total voting power of XO. WF&G
   previously represented Eagle River with respect to a
   shareholder lawsuit in the matter of Rosenberg v. Eagle River
   Investments, L.L.C., Craig 0. McCaw and Nextlink
   Communications, Inc. pending in the United States District
   Court for the District of Delaware, No. 00-795 (JFF). WF&G
   has withdrawn from the Rosenberg Litigation. The portion of
   WF&G's 2001 annual revenue attributable to its representation
   of Eagle River was less than 0.10%.

(ii) Microsoft Corporation holds a class of Series F Preferred
   Stock. WF&G has represented Microsoft with respect to matters
   wholly unrelated to the Debtor. The portion of WF&G' s 2001
   annual revenue attributable to its representation of
   Microsoft was less than 0.30%.

(f) Certain WF&G partners and associates and certain of their
    relatives may have business, contractual, economic,
    familial, or personal relationships with creditors of the
    Debtor and/or other parties in interest, or such entities'
    respective officers, directors, or shareholders. Mr. Ho does
    not believe these business, contractual, economic, familial,
    or personal relationships, considered separately or
    collectively, are material.

(g) Certain WF&G partners and associates and certain of their
    relatives may directly or indirectly hold equity or debt
    securities of one or more of the Potential Parties in
    Interest. Mr. Ho does not believe these shareholders'
    interests, considered separately or collectively, affect
    WF&G's disinterestedness or would give rise to a finding
    that WF&G holds an interest adverse to the Debtor's estate.
    (XO Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
    Service, Inc., 609/392-0900)

XO Communications Inc.'s 12.50% bonds due 2006 (XOXO1),
DebtTraders reports, are quoted at 12. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=XOXO1for  
real-time bond pricing.


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

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

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

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

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

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

September 19 - 20, 2002
     AMERICAN CONFERENCE INSTITUTE
          Accounting and Financial Reporting
               Marriott East Side New York, New York
                    Contact: 1-888-224-2480 or 1-877-927-1563 or
                             mktg@americanconference.com

September 19 - 20, 2002
     AMERICAN CONFERENCE INSTITUTE
          Securities Enforcement and Litigation
             The Russian Tea Room Conference Facility, New York
                  Contact: 1-888-224-2480 or 1-877-927-1563 or
                           mktg@americanconference.com

September 24 - 25, 2002
     AMERICAN CONFERENCE INSTITUTE
          OTC Derivatives
               Marriott East Side New York, New York
                    Contact: 1-888-224-2480 or 1-877-927-1563 or
                              mktg@americanconference.com

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

September 30 - October 1, 2002
     AMERICAN CONFERENCE INSTITUTE
          Outsourcing in the Consumer Lending Industry
               The Hotel Nikko, San Francisco
                    Contact: 1-888-224-2480 or 1-877-927-1563 or
                             mktg@americanconference.com


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

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

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

December 2-3, 2002
     RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
          Distressed Investing 2002
               The Plaza Hotel, New York City, New York
                    Contact: 1-800-726-2524 or fax 903-592-5168
                             or ram@ballistic.com  

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

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

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

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

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

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

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

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

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

                          *********

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

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

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

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

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

                          *********

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

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

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

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

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

                     *** End of Transmission ***