TCR_Public/020627.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, June 27, 2002, Vol. 6, No. 126

                           Headlines

360NETWORKS: Selling TX Property to Moses Libitzky for $3.4MM
AT&T CANADA: Parent to Arrange for Purchase of All Shares
ACME TUBE: Delaware Court Confirms Amended Liquidating Plan
ADELPHIA COMMS: Case Summary and 50-Largest Unsecured Creditors
ADELPHIA COMMS: Arahova Unit Appoints PwC as New Accountants

ADVANCED SYSTEMS: Facing Involuntary Chapter 11 Petition in MI
AGERE SYSTEMS: Names Robert Liszt as VO of North American Sales
AKORN INC: Nasdaq Delists Shares Effective June 25, 2002
ANGEION CORP: Requests Hearing with Nasdaq Re Continued Listing
BOMBARDIER CAPITAL: Fitch Lowers 15 Classes of Transactions

CVF TECHNOLOGIES: Fails to Meet AMEX Continued Listing Criteria
CHUMASH CASINO: S&P Assigns BB- Credit & Sr. Unsecured Ratings
COLUMBIA HOUSE: Blackstone Buys Warner Music & Sony's Interests
COMMTOUCH SOFTWARE: Hahum Sharfman Discloses 6.0% Equity Stake
CORTS TRUST: S&P Affirms & Removes B- Rating from Watch Negative

COVANTA ENERGY: Fitch Ups $650MM Solid Waste Bonds Rating to B
DAIRY MART: Exclusivity to File Plan Maintained Until July 19
EMMIS COMMS: Reports Improved Free Cash Flow Results for Q1
ENRON CORP: Energy Services Resolves Claims Dispute with PJM
ENRON CORP: ENA Settles Novated Pact Dispute with Abitibi & NBC

EXIDE TECHNOLOGIES: Committee Taps Pepper Hamilton as Co-Counsel
FEDERAL-MOGUL: Court Sets March 3, 2003 Property Damage Bar Date
FLAG TELECOM: Court Okays Friedman Wang as Special Counsel
GENCORP INC: May 31 Working Capital Deficit Narrows to $15 Mill.
GENESIS WORLDWIDE: Court Fixes July 31, 2002 Claims Bar Date

GENEVA STEEL: Hires Orrick Herrington for ERISA & Labor Matters
GLOBAL CROSSING: Signs-Up PricewaterhouseCoopers as Tax Advisors
GOLDMAN INDUSTRIAL: Financing Pact Extended through September 30
GOODYEAR TIRE: S&P Assigns BB+/BB-/B+ Ratings to $2 Bill. Shelf
GROUP TELECOM: Leo Hindery Jr. Resigns as Board Chairman

HA-LO: Seeking Further Exclusivity Extension Until August 14
HAYES LEMMERZ: Has Until September 3 to Remove Pending Actions
HOMELAND HOLDING: Files Joint Plan of Reorganization in Oklahoma
HOULIHAN'S: Files Plan and Disclosure Statement in Missouri
ITC DELTACOM: Files Prepack. Chapter 11 Reorganization in Del.

ITC DELTACOM: Case Summary & 20 Largest Unsecured Creditors
IMPROVENET INC: Begins Asset Liquidation While Mulling Options
INTEGRATED TELECOM: Will Send Shareholders a Liquidation Plan
KASPER A.S.L.: Lonestar Partners Discloses 9.9% Equity Stake
L-3 COMMS: S&P Ratchets Corporate Credit Rating Up One Notch

MAGELLAN HEALTH: S&P Hatchets Counterparty Credit Rating to B
MCDERMOTT: Revises Earnings Guidance After Investment Write-Off
METALS USA: Wins Nod to Sell Harris County Warehouse for $1MM+
MICROFORUM INC: Creditors Approve Plan of Arrangement in Canada
NATIONSRENT INC: Overview & Summary of Proposed Chapter 11 Plan

NEON COMMS: Case Summary & 19 Largest Unsecured Creditors
NETIA HOLDINGS: Creditors Accept Arrangement Plan for Subsidiary
ONSITE ACCESS: Taps Peisner Johnson as Tax Consultants
OPTICAL CABLE: Board of Directors Approves Reverse Stock Split
OWOSSO CORP: Auditors Doubt Ability to Continue Operations

P-COM INC: Completes Restructuring of $27.6MM Subordinated Notes
PACIFIC GAS: Moans & Groans about CPUC Retaining UBS Warburg
PARAGON TRADE: Wins Contractual Warranty Case vs. Weyerhaeuser
PERSONNEL GROUP: Initiates Comm'l Staffing Rebranding Efforts
PROVIDIAN FIN'L: Sells Higher Risk Portfolio to Perk Liquidity

RANOR INC: Files for Chapter 11 Protection in S.D. of New York
RANOR INC: Case Summary & 12 Largest Unsecured Creditors
SAFETY-KLEEN: Sues Dewco Milwaukee Sales for $1.2MM Judgment
SINCLAIR BROADCAST: S&P Rates $600 Million Credit Facility at BB
SUN HEALTHCARE: Seeking Final Decree Closing Subsidiary Cases

SUNBEAM: Secures Open-Ended Extension of Lease Decision Period
SYMANTEC CORP: S&P Assigns BB- to Corporate Credit Rating
TELIGENT: Has Until August 15 to Make Lease-Related Decisions
TERAYON COMM: S&P Revises Outlook to Neg. over Revenue Shortfall
US AIRWAYS: Airlease Ltd. Sues Company to Recover Rent Payments

US AIRWAYS: S&P Slashes Rating to SD after Deferral of Payments
UNITED AIR: Files for $1.8 Bill. Federal Loan Guaranty with ATSB
WARNACO GROUP: Committee Signs-Up Huron as Financial Advisors
WHEELING-PITTSBURGH: Assuming Amended K&P Microsystems Contracts
WILLIAMS COMMS: Asks Court to Ratify Insurance Renewal Agreement

WINSTAR COMMS: Asks Court to Compel Trustee to Remit $2 Million
WORLDCOM INC: Intends to Restate 2001 & Q1 2002 Fin'l Statements
XO COMMUNICATIONS: Looks to Houlihan Lokey for Financial Advice

* DebtTraders' Real-Time Bond Pricing

                           *********

360NETWORKS: Selling TX Property to Moses Libitzky for $3.4MM
-------------------------------------------------------------
Moses Libitzky of Emeryville, California, outbid Esco Realty for
the Austin lot during an auction conducted by 360networks inc.
and its debtor-affiliates. Accordingly, Telecom Central, as
Seller, and Moses Libitzky, as Buyer, entered into an Asset
Purchase Agreement on May 29, 2002. The salient terms of the
Purchase Agreement are:

A. Property

    Real property located at 6110 Trade Center Drive, Austin,
    Texas, including:

    -- all rights, easements and interests in any land lying in
       front of or adjacent to the property;

    -- all improvements located on or under the land, including
       all buildings, structures, facilities, amenities licenses,
       authorizations, permits and other improvements; and

    -- all personal property, fixtures and equipment located in
       the Property.

B. Purchase Price

    The purchase price is $3,440,000, payable as:

    -- a deposit of $344,000 will be paid by wire transfer of
       immediately available funds or a certified bank check to
       Commonwealth Land Title Insurance Company of Austin -- the
       escrow agent -- on May 30, 2002;

    -- the balance will be paid at the Closing in immediately
       available funds; and

    -- income and expenses like real property taxes and
       assessments and personal property taxes will be
       apportioned between Telecom Central and Mr. Libitzky as of
       11:59 p.m. of the date immediately preceding the Closing.
       Both parties agree to make the appropriate adjustment
       payment on the Closing Date.  The Debtor is responsible
       for all costs and expenses prior to the day of Closing.

C. Due Diligence

    Mr. Libitzky acknowledges receipt of the due diligence
    materials and accepts that the Debtor has not made any
    warranty or representation as to the accuracy or completeness
    of the materials.

D. Assignment and Certification

    The Debtor will authorize and facilitate the recertification
    of any plans, maps, reports and other documentation, as Mr.
    Libitzky shall request at his expense.

E. Closing

    At closing, Mr. Libitzky must fully execute and deliver:

    -- the balance of the purchase price by confirmed wire
       transfer of immediately available funds to the escrow
       agent;

    -- a certificate stating that the representations and
       warranties of Mr. Libitzky are true and correct; and

    -- a settlement statement detailing the amount due, giving
       effect to all prorations and adjustments.

    At closing, the Debtor must fully execute and deliver:

    -- a quitclaim deed, a quitclaim assignment and all other
       instruments required for the transfer of the Property to
       Mr. Libitzky;

    -- a certificate with respect to the Internal Revenue Code
       relating to Foreign Investors Real Property Tax Act;

    -- a copy of the sales orders;

    -- originals of all warranties, guarantees, the certificate
       of occupancy and all other documents relating to the
       Property; and.

    -- a settlement statement detailing the amount due, giving
       effect to all prorations and adjustments in this
       agreement.

                            *   *   *

The Court authorizes the consummation of the sale of the Texas
Property to Moses Libitzky and approves the terms and conditions
of the Purchase Agreement.

The Court further rules that Esco Realty will be paid the Break-
Up Fee of $44,000 as well as CB Richard Ellis Inc.'s fees under
the Agreements. (360 Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


AT&T CANADA: Parent to Arrange for Purchase of All Shares
---------------------------------------------------------
AT&T Canada Inc. (NASDAQ: ATTC) (TSE: TEL.B), Canada's largest
facilities-based competitor, today reported that AT&T Corp. has
formally initiated the process providing for the purchase of all
of the outstanding publicly held shares of AT&T Canada Inc. that
it does not already own, in accordance with the terms of the
Deposit Receipt Agreement entered into at the time of the
creation of AT&T Canada in June 1999.

AT&T Corp. provided formal notice to CIBC Mellon Trust Company
as trustee and agent for the beneficial holders of the publicly
held shares of AT&T Canada Inc. that it is initiating the
purchase process relating to such shares.

AT&T Corp. has designated two subsidiaries of Canadian Imperial
Bank of Commerce to purchase the AT&T Canada shares that AT&T
Corp. does not currently own. The purchase by the subsidiaries
is subject to certain conditions, including CIBC selling the
subsidiaries to other Canadian investors by August 15, 2002, or
AT&T Corp. will designate a different purchaser. AT&T Corp.
plans to fund the purchase price of the AT&T Canada shares in
cash, currently estimated to aggregate approximately US$3.4
billion. AT&T Corp. has announced that it will retain its
approximately 31 percent economic interest in AT&T Canada.

"We are pleased that AT&T Corp. has begun the process of
fulfilling its commitment to AT&T Canada's deposit receipt
holders," said John McLennan, AT&T Canada's Vice Chairman and
CEO. "We will take the steps contemplated in the Deposit Receipt
Agreement and work with AT&T Corp. to bring this transaction to
a timely close. Separately, we are moving forward with our
previously announced effort to enhance AT&T Canada's financial
position through a consensual restructuring of the company's
public debt."

The Floor Price for this purchase process determined pursuant to
the Deposit Receipt Agreement is approximately CDN$51 per share.
The particulars of the purchase process are contained in the
Deposit Receipt Agreement, a general description of which is
contained in the Company's Management Information Circular dated
April 26, 1999. This general description is qualified in its
entirety by reference to the full text of the Deposit Receipt
Agreement. Electronic copies of the April 26, 1999 Management
Information Circular can be found on both SEDAR --
http://www.sedar.com-- and AT&T Canada's Web site --
http://www.attcanada.com

AT&T Canada is the country's largest national competitive
broadband business services provider and competitive local
exchange carrier, and a leader in Internet and E-Business
Solutions. With over 18,700 route kilometers of local and long
haul broadband fiber optic network, world class data, Internet,
web hosting and e-business enabling capabilities, AT&T Canada
provides a full range of integrated communications products and
services to help Canadian businesses communicate locally,
nationally and globally. AT&T Canada Inc. is a public company
with its stock traded on the Toronto Stock Exchange under the
symbol TEL.B and on the NASDAQ National Market System under the
symbol ATTC. Visit AT&T Canada's Web site,
http://www.attcanada.comfor more information about the company.

                          *    *    *

As reported in Troubled Company Reporter's June 18, 2002
edition, Standard & Poor's lowered its corporate credit and
senior unsecured debt ratings on AT&T Canada Inc. to double-'C'
from double-'B' following the announcement that the company
intends to restructure its public debt through private
discussions with bondholders during the next several weeks and
the recent Canadian Radio-television and Telecommunications
Commission (CRTC) ruling. At the same time, the CreditWatch
implications on the corporate credit and senior unsecured debt
ratings were revised to negative from developing. The ratings
were originally placed on CreditWatch February 22, 2002.

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

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

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

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


ACME TUBE: Delaware Court Confirms Amended Liquidating Plan
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware confirmed
the Amended Liquidating Chapter 11 Plan of Acme Tube
Corporation, formerly known as Alpha Tube Corporation.

Subject to the terms of the Plan, the Debtor, who will also
serve as the Disbursing Agent on this case, is authorized to
issue, execute, deliver, file or record any and all documents
necessary to implement the Plan, and to take any action
reasonably necessary or appropriate to implement the Plan.

As set forth in the Plan, on the Effective date, all Liens
against the Debtor shall be deemed extinguished and discharged.
Additionally, all Entities are permanently enjoined from taking
any of the actions against the Debtor or its properties, assets,
or interests in properties on account of Liabilities and Claims
releases pursuant to the Plan and this confirmation order:

      i) commencing or continuing in any manner any action or
         other proceeding;

     ii) enforcing, attaching, collecting or recovering in any
         manner any judgment, award, decree or order;

    iii) creating, perfecting or enforcing any lien or
         encumbrance of any kind; and

     iv) asserting a setoff, right of subrogation or recoupment
         of any kind against any obligation due to the Debtor.

All Executory Contracts shall be deemed rejected by the Debtor,
except for the executory contract that:

      a) has been assumed pursuant to the order of the Bankruptcy
         Court prior to the Confirmation Date; or

      d) is the subject of a separate motion of the Debtor filed
         that is pending on the Confirmation Date.

Acme Metals, together with its debtor-affiliates, filed for
chapter 11 bankruptcy protection on September 28, 1998. Brendan
Linehan Shannon, Esq. and James L. Patton, Esq. at Young,
Conaway, Stargatt & Taylor represent the Debtors in their
restructuring efforts. When the company filed for protection
from its creditors, it listed assets of $813 million and
liabilities of $541 million.


ADELPHIA COMMS: Case Summary and 50-Largest Unsecured Creditors
---------------------------------------------------------------

Lead Debtor: Adelphia Communications Corporation
              1 North Main Street
              Coudersport, Pennsylvania 16915

Chapter 11 Case No.: 02-41729

Chapter 11 Petition Date: June 25, 2002

ACOM Affiliates Filing Separate Chapter 11 Petitions:

       ACC Cable Communications FL-VA, LLC
       ACC Cable Holdings VA, Inc.
       ACC Holdings II, LLC
       ACC Investment Holdings, Inc.
       ACC Operations, Inc.
       ACC Telecommunications Holdings LLC
       ACC Telecommunications LLC
       ACC Telecommunications of Virginia LLC
       ACC-AMN Holdings, LLC
       Adelphia Acquisition Subsidiary, Inc.
       Adelphia Arizona, Inc.
       Adelphia Blairsville, LLC
       Adelphia Cable Partners, LP
       Adelphia Cablevision Associates, LP
       Adelphia Cablevision Corp.
       Adelphia Cablevision of Boca Raton, LLC
       Adelphia Cablevision of Fontana, LLC
       Adelphia Cablevision of Inland Empire, LLC
       Adelphia Cablevision of New York, Inc.
       Adelphia Cablevision of Newport Beach, LLC
       Adelphia Cablevision of Orange County II, LLC
       Adelphia Cablevision of Orange County, LLC
       Adelphia Cablevision of San Bernardino, LLC
       Adelphia Cablevision of Santa Ana, LLC
       Adelphia Cablevision of Seal Beach, LLC
       Adelphia Cablevision of Simi Valley, LLC
       Adelphia Cablevision of the Kennebunks, LLC
       Adelphia Cablevision of West Palm Beach III, LLC
       Adelphia Cablevision of West Palm Beach IV, LLC
       Adelphia Cablevision of West Palm Beach V, LLC
       Adelphia Cablevision, LLC
       Adelphia California Cablevision, LLC
       Adelphia Central Pennsylvania, LLC
       Adelphia Cleveland, LLC
       Adelphia Communications Corporation
       Adelphia Communications International, Inc.
       Adelphia Communications of California II, LLC
       Adelphia Communications of California III, LLC
       Adelphia Communications of California, LLC
       Adelphia Company of Western Connecticut
       Adelphia General Holdings III, Inc.
       Adelphia GP Holdings, LLC
       Adelphia GS Cable, LLC
       Adelphia Harbor Center Holdings, LLC
       Adelphia Holdings 2001, LLC
       Adelphia International II, LLC
       Adelphia International III, LLC
       Adelphia Mobile Phones, Inc.
       Adelphia of the Midwest, Inc.
       Adelphia Pinellas County, LLC
       Adelphia Prestige Cablevision, LLC
       Adelphia Telecommunications of Florida, Inc.
       Adelphia Telecommunications, Inc.
       Adelphia Wellsville, LLC
       Adelphia Western New York Holdings, LLC
       Arahova Communications, Inc.
       Arahova Holdings, LLC
       Badger Holding Corporation
       Better TV, Inc. of Bennington
       Blacksburg/Salem Cablevision, Inc.
       Brazas Communications, Inc.
       Buenavision Telecommunications, Inc.
       Cable Sentry Corporation
       California Ad Sales, LLC
       CCC-III, Inc.
       CCC-Indiana, Inc.
       CCH Indiana, LP
       CDA Cable, Inc.
       Century Advertising, Inc.
       Century Alabama Corp.
       Century Alabama Holding Corp.
       Century Australia Communications Corp.
       Century Berkshire Cable Corp.
       Century Cable Holding Corp.
       Century Cable Holdings, LLC
       Century Cable Management Corporation
       Century Cable of Southern California
       Century Cablevision Holdings, LLC
       Century Carolina Corp.
       Century Colorado Springs Corp.
       Century Colorado Springs Partnership
       Century Cullman Corp.
       Century Enterprise Cable Corp.
       Century Exchange, LLC
       Century Federal, Inc.
       Century Granite Cable Television Corp.
       Century Huntington Company
       Century Indiana Corp.
       Century Investment Holding Corp.
       Century Investors, Inc.
       Century Island Associates, Inc.
       Century Island Cable Television Corp.
       Century Kansas Cable Television Corp.
       Century Lykens Cable Corp.
       Century Mendocino Cable Television Inc.
       Century Mississippi Corp.
       Century Mountain Corp.
       Century New Mexico Cable Television
       Century Norwich Corp.
       Century Ohio Cable Television Corp.
       Century Oregon Cable Corp.
       Century Oregon Cable Corp.
       Century Pacific Cable TV Inc.
       Century Programming, Inc.
       Century Realty Corp.
       Century Shasta Cable Television Corp.
       Century Southwest Colorado Cable Television Corp.
       Century Telecommunications, Inc.
       Century Trinidad Cable Television Corp.
       Century Virginia Corp.
       Century Voice and Data Communications, Inc.
       Century Warrick Cable Corp.
       Century Washington Cable Television, Inc.
       Century Wyoming Cable Television Corp.
       Century-ML Cable Corporation
       Century-ML Cable Venture
       Century-TCI California Communications, LP
       Century-TCI California, LP
       Century-TCI Holdings, LLC
       Chelsea Communications, Inc.
       Chelsea Communications, LLC
       Chestnut Street Services, LLC
       Clear Cablevision, Inc.
       CMA Cablevision Associates VII, LP
       CMA Cablevision Associates XI, LP
       Coral Security, Inc.
       Cowlitz Cablevision, Inc.
       CP-MDU I LLC
       CP-MDU II LLC
       E. & E. Cable Service, Inc.
       Eastern Virginia Cablevision Holdings, LLC
       Eastern Virginia Cablevision, LP
       Empire Sports Network, LP
       FAE Cable Management Corp.
       FOP Indiana, LP
       FrontierVision Access Partners, LLC
       FrontierVision Cable New England, Inc.
       FrontierVision Capital Corporation
       FrontierVision Holdings Capital Corporation
       FrontierVision Holdings Capital II Corporation
       FrontierVision Holdings, LLC
       FrontierVision Holdings, LP
       FrontierVision Operating Partners, LLC
       FrontierVision Operating Partners, LP
       FrontierVision Partners, LP
       Ft. Myers Acquisition Limited Partnership
       Ft. Myers Cablevision, LLC
       Genesis Cable Communications Subsidiary LLC
       Global Acquisition Partners, LP
       Global Cablevision II, LLC
       Grafton Cable Company
       GS Cable, LLC
       GS Telecommunications LLC
       Harron Cablevision of New Hampshire, Inc.
       Huntington CATV, Inc.
       Imperial Valley Cablevision, Inc.
       Kalamazoo County Cablevision, Inc.
       Key Biscayne Cablevision
       Kootenai Cable, Inc.
       Lake Champlain Cable Television Corporation
       Leadership Acquisition Limited Partnership
       Louisa Cablevision, Inc.
       Manchester Cablevision, Inc.
       Martha's Vineyard Cablevision, LP
       Mercury Communications, Inc.
       Mickelson Media of Florida, Inc.
       Mickelson Media, Inc.
       Montgomery Cablevision, Inc.
       Monument Colorado Cablevision, Inc.
       Mountain Cable Communications Corporation
       Mountain Cable Company, LP
       Mt. Lebanon Cablevision, Inc.
       Multi-Channel TV Cable Company
       National Cable Acquisition Associates, LP
       Olympus Cable Holdings, LLC
       Olympus Capital Corporation
       Olympus Communications Holdings, LLC
       Olympus Communications, LP
       Olympus Subsidiary, LLC
       Owensboro Indiana, LP
       Owensboro on the Air, Inc.
       Owensboro-Brunswick, Inc.
       Page Time, Inc.
       Palm Beach Group Cable Joint Venture
       Palm Beach Group Cable, Inc.
       Paragon Cable Television, Inc.
       Paragon Cablevision Construction Corporation
       Paragon Cablevision Management Corporation
       Parnassos Communications, LP
       Parnassos Holdings, LLC
       Parnassos, LP
       Pericles Communications Corporation
       Pullman TV Cable Co., Inc.
       RentaVision of Brunswick, Inc.
       Richmond Cable Television Corporation
       Rigpal Communications, Inc.
       Robinson/Plum Cablevision, LP
       S/T Cable Corporation
       Sabres, Inc.
       Scranton Cablevision, Inc.
       Sentinel Communications of Muncie, Indiana, Inc.
       Southeast Florida Cable, Inc.
       Southwest Colorado Cable, Inc.
       Southwest Virginia Cable, Inc.
       Star Cable Inc.
       Starpoint Limited Partnership
       SVHH Cable Acquisition, LP
       SVHH Holdings, LLC
       Tele-Media Company of Hopewell-Prince George
       Tele-Media Company of Tri-States, LP
       Tele-Media Investment Partnership, LP
       Telesat Acquisition Limited Partnership
       Telesat Acquisition, LLC
       The Golf Club at Wending Creek Farms, LLC
       The Main InternetWorks, Inc.
       The Westover TV Cable Co. Incorporated
       Three Rivers Cable Associates, LP
       Timotheos Communications LP
       TMC Holdings Corporation
       TMC Holdings, LLC
       Tri-States, LLC
       UCA LLC
       Upper St. Clair Cablevision, Inc.
       US Tele-Media Investment Company
       Valley Video, Inc.
       Van Buren County Cablevision, Inc.
       Warrick Cablevision, Inc.
       Warrick Indiana, LP
       Wellsville Cablevisio n, LLC
       West Boca Acquisition Limited Partnership
       Western NY Cablevision, LP
       Westview Security, Inc.
       Wilderness Cable Company
       Young's Cable TV Corp
       Yuma Cablevision, Inc.

U.S. Bankruptcy Court: United States Bankruptcy Court
                        Southern District of New York
                        Alexander Hamilton Custom House
                        One Bowling Green, 5th Floor
                        New York, New York 10004-1408
                        Telephone (212) 668-2870

Bankruptcy Judge:      The Honorable Robert E. Gerber

Debtors' Counsel:      Myron Trepper, Esq.
                        Marc Abrams, Esq.
                        Shelley C. Chapman, Esq.
                        Willkie Farr & Gallagher
                        787 Seventh Avenue
                        New York, New York 10019-6099
                        Telephone (212) 728-8000
                        Fax (212) 728-8111

U.S. Trustee:          Carolyn S. Schwartz
                        United States Trustee for Region 2
                        33 Whitehall Street, Suite 2100
                        New York, NY 10004
                        Telephone (212) 510-0500

                             - and -

                        Mary Elizabeth Tom, Esq.
                        Assistant United States Trustee
                        33 Whitehall Street, 22nd Floor
                        New York, NY 10004
                        Telephone (212) 510-0500


ACOM Debtors' 50-Largest Unsecured Creditors:

Creditor                         Nature of Claim   Claim Amount
--------                         ---------------   ------------
Bank of New York, as Indenture Trustee            $3,079,427,771
   under Adelphia Communications Corporation Notes:
     7.875% Senior Notes due 2009
     9.375% Senior Notes due 2009
    10.875% Senior Notes due 2010
    10.25% Senior Notes due 2011
    10.25% Senior Notes due 2006
5 Penn Plaza 13th Floor
New York, NY 10001
Attn: Gerard F. Facendola
(212) 896-7224

Bank of New York, as Indenture Trustee            $2,002,986,641
   under Adelphia Communications Corporation Notes:
     6% Convertible Subordinated Notes due 2006
     3.25% Convertible Subordinated Notes due 2021
5 Penn Plaza 13th Floor
New York, NY 10001
Attn: Gerard F. Facendola
(212) 896-7224

U.S. Bank, as Indenture Trustee                   $1,353,671,000
   under Arahova Communications Incorporated Notes:
     Zero Coupon Senior Discount Notes due 2003
     9.5% Senior Notes due 2005
     8.875% Senior Notes due 2007
     8.75% Senior Notes due 2007
     8.375 % Senior Notes due 2017
     8.375 % Senior Notes due 2007
1420 Fifth Avenue, 7th Floor
Seattle, WA 98101
Attn: Diana Jacobs
(206) 344-4680

Bank of New York,                                   $400,000,000
   as Indenture Trustee
   under Adelphia Communications Corporation Notes:
     7.5% Senior Notes due 2004
    7.75% Senior Notes due 2009
5 Penn Plaza 13th Floor
New York, NY 10001
Attn: Gerard F. Facendola
(212) 896-7224

U.S. Bank, as Indenture Trustee                     $365,000,000
   under Arahova Communications Incorporated Notes:
     Zero Coupon Senior Discount Notes due 2008
1420 Fifth Avenue
7th Floor
Seattle, WA 98101
Attn: Diana Jacobs
(206) 344-4680

Bank of New York, as Indenture Trustee              $348,371,264
   under Adelphia Communications Corporation Notes:
     9.875% Convertible Subordinated Notes due 2007
5 Penn Plaza 13th Floor
New York, NY 10001
Attn: Gerard F. Facendola

Bank of New York, as Indenture Trustee              $325,000,000
   under Adelphia Communications Corporation Notes:
     9.25% Senior Notes due 2002
5 Penn Plaza 13th Floor
New York, NY 10001
Attn: Gerard F. Facendola
(212) 896-7224

Bank of New York, as Indenture Trustee              $299,424,717
   under Adelphia Communications Corporation Notes:
     8.375% Senior Notes due 2008
5 Penn Plaza 13th Floor
New York, NY 10001
Attn: Gerard F. Facendola
(212) 896-7224

U.S. Bank, as Indenture Trustee                     $244,867,448
   under FrontierVision Holdings, L.P. Notes:
     11.875% Senior Notes Series A due 2007
1420 Fifth Avenue, 7th Floor
Seattle, WA 98101
Attn: Diana Jacobs
(206) 344-4680

Bank of New York, as Indenture Trustee              $202,372,549
   under Olympus Communications, L.P. Notes:
     10.625% Senior Notes due 2006
5 Penn Plaza 13th Floor
New York, NY 10001
Attn: Gerard F. Facendola
(212) 896-7224

U.S. Bank, as Indenture Trustee                     $200,000,000
   under FrontierVision Operating
   Partners, L.P. Notes:
     11% Senior Subordinated Notes due 2006
1420 Fifth Avenue, 7th Floor
Seattle, WA 98101
Attn: Diana Jacobs
(206) 344-4680

Bank of New York, as Indenture Trustee              $150,000,000
   under Adelphia Communications Corporation Notes:
     10.5% Senior Notes due 2004
5 Penn Plaza 13th Floor
New York, NY 10001
Attn: Gerard F. Facendola
(212) 896-7224

Bank of New York, as Indenture Trustee              $149,788,287
   under Adelphia Communications Corporation Notes:
     8.125% Senior Notes due 2003
5 Penn Plaza 13th Floor
New York, NY 10001
Attn: Gerard F. Facendola
(212) 896-7224

Bank of New York, as Indenture Trustee              $129,245,737
   under Adelphia Communications Corporation Notes:
     9.875% Senior Debentures due 2005
5 Penn Plaza 13th Floor
New York, NY 10001
Attn: Gerard F. Facendola
(212) 896-7224

U.S. Bank, as Indenture Trustee                      $89,912,739
   under FrontierVision Holdings, L.P. Notes:
     11.875% Senior Notes Series B due 2007
1420 Fifth Avenue, 7th Floor
Seattle, WA 98101
Attn: Diana Jacobs
(206) 344-4680

Scientific Atlanta Inc.          Trade Debt          $83,347,549
P.O. Box 100271
Atlanta, GA 30384
Attn: Charlie Kinamon
1-800-722-2009

Motorola Corporation             Trade Debt          $49,000,228
P.O. Box 91640
Chicago, IL 60693

C-Cor.Net Corp.                  Trade Debt          $35,415,748
P.O. Box 7777-W6485
Philadelphia, PA 19175
Attn: Nancy Watson
(814) 238-2461

Home Box Office Inc.             Trade Debt          $34,429,912
Attn: Joe Byrne
1100 Avenue Of The Americas
Room G784
New York, NY 10036
(212) 512-5764

Bank of New York, as Indenture Trustee               $31,847,118
   under Adelphia Communications Corporation Notes:
     9.5% Senior Payment-In-Kind Notes due 2004
          (Series A & B)
5 Penn Plaza 13th Floor
New York, NY 10001
Attn: Gerard F. Facendola
(212) 896-7224

Commscope Inc.                   Trade Debt          $22,351,532
P.O. Box 60600
Charlotte, NC 28260-0600
1-800-982-1708

Arris                            Trade Debt          $16,675,822
P.O. Box 93576
Chicago, IL 60673
1-800-232-9378

Turner Network Television        Trade Debt          $13,875,924
1 CNN Center, 14 South
Atlanta, GA 30303
Attn: Harry Lowe
(404) 827-2014

Westcoast Communications         Trade Debt          $11,985,995
P.O. Box 846375
Dallas, TX 752846375
(909) 949-1350

Showtime Networks                Trade Debt          $11,876,761
401 N. Michigan Ave., Suite 1600
Chicago, IL 60611
Attn: Joshua Sherwood
(212) 708-1306

MTV Networks                     Trade Debt          $11,593,498
Affiliate Sales
P.O. Box 70619
Chicago, IL 60673
Attn: Jeff Spalola
(212) 258-8027

Satellite Service Inc.           Trade Debt          $11,146,434
5619 DTC Pkwy
Englewood, CO 80111
Attn: Joan Kraff
(303) 267-5500

WTBS                             Trade Debt           $7,826,395
1 CNN Center, 14 South
Atlanta GA 30303
Attn: Edie Lattan
(404) 827-2014

Cable News Network               Trade Debt           $7,469,613
1 CNN Center, 14 South
Atlanta, GA 30303
Attn: Harry Lowe
(404) 827-2014

The Disney Channel               Trade Debt           $7,331,533
3800 W Alameda Ave
4th Floor-403h
Burbank, CA 91505
Attn: Sergio Salcido
(818) 553-7700

Fujitsu                          Trade Debt           $7,109,289
P.O. Box 13730
Newark, NJ 07188-0730
(214) 690-6000

CNBC/NBC                         Trade Debt           $7,104,459
P.O. Box 402315
Atlanta, GA 30384
Attn: Debbie Hall
(201) 585-6421

Cablecom Inc.                    Trade Debt           $7,065,815
P.O. Box 861993
Orlando, FL 32886-1993
(770) 482-7612

Pirelli Cable Corp               Trade Debt           $6,939,678
P.O. Box 360869
Pittsburgh, PA 152516869
(803) 951-4800

ESPN                             Trade Debt           $6,903,527
P.O. Box 911366
Dallas, TX 75391
Attn: Randy Gudauskas
(860) 585-4317

American Movie Classics          Trade Debt           $6,879,771
1111 Stewart Avenue
Bethpage, NY 11714
Attn: Kim Foster
(516) 393-1137

PPC-Production Products Corp     Trade Debt           $6,326,991
P.O. Box 2669
Buffalo, NY 14240-2669
Attn: Mike Lawler
(315) 431-7224

Encore                           Trade Debt           $5,877,178
5445 DTC Parkway, Suite 600
Englewood, CO 80111
(303) 771-7700

ADC Telecommunications Inc.      Trade Debt           $5,841,328
P.O. Box 93283
Chicago, IL 60673-3283
Attn: Kris Moyer
1-800-366-3891

CSG Systems Inc                  Trade Debt           $5,823,035
P.O. Box 3366
Omaha, NE 68176-0720
(402) 963-8303

Encore Media                     Trade Debt           $5,303,199
Suite 600
Englewood, CO 80111

Spanpro Fiber Optics             Trade Debt           $5,141,481
P.O. Box 701089
Cincinnati, OH 45270-1089
(859) 647-2736

MSNBC                            Trade Debt           $5,108,925
P.O. Box 402222
Atlanta, GA 30384
Attn: Deborah Hall
(201) 585-6421

USA Network                      Trade Debt           $4,990,562
1230 Avenue Of The America's
New York NY 10020
Attn: Jack Sullivan
(212) 413-5707

Sports Channel Ohio Associates   Trade Debt           $4,867,930
d/b/a Fox Sports Net Ohio
1111 Stewart Avenue
Bethpage, NY 11714
Attn: Myra London

General Instrument               Trade Debt           $4,821,072
Programming Only
Authorizations Services, Inc.
7603 Collections Center Drive
Chicago, IL 60693-0000

In Demand                        Trade Debt           $4,235,160
345 Hudson Street, 17th Floor
New York, NY 10014
Attn: Jon Auerbach
(646) 486-8200

Lifetime                         Trade Debt           $4,123,476
Lifetime Television
309 West 49th Street
16th Floor
New York, NY 10019
Attn: Marvin James
(212) 424-7287

White Mountain Construction      Trade Debt           $4,108,409
    Corp.
Nations Bank
225 N Calvert Street
Lock-Box 631420
Baltimore, MD 21202
(603) 736-4766

Black Entertainment TV           Trade Debt           $4,076,779
P.O. Box 79440
Baltimore, MD 21279


ADELPHIA COMMS: Arahova Unit Appoints PwC as New Accountants
------------------------------------------------------------
Arahova Communications, Inc., a wholly-owned subsidiary of
Adelphia Communications Corporation, dismissed on June 9, 2002
Deloitte & Touche LLP, its former independent accountants. On
June 10, 2002, Deloitte confirmed in writing to Adelphia that
the client-auditor relationship between Deloitte and Adelphia,
the Registrant and certain other subsidiaries of Adelphia had
ceased. On June 13, 2002, Adelphia retained
PricewaterhouseCoopers LLP as its independent accountants. Under
this engagement PwC will serve as independent accountants of the
Registrants and certain other subsidiaries of Adelphia. The
Board of Directors of Adelphia and the Audit Committee of the
Board of Directors approved the decision to change independent
accountants. On June 14, 2002, Deloitte notified Adelphia that
it was withdrawing its reports on the financial statements of
Adelphia, the Registrants and certain other subsidiaries and
affiliates of Adelphia. The Registrant has not yet completed its
financial statements or filed its Annual Report on Form 10-K for
the year ended December 31, 2001, nor has the Registrant filed
its Quarterly Report on Form 10-Q for the quarter ended March
31, 2002. As of the date on which Deloitte was dismissed as the
Registrants' independent public accountants, Deloitte had not
completed its audit nor had it issued its report with respect to
the Registrant's financial statements for the year ended
December 31, 2001.

Deloitte's reports on Adelphia's financial statements for the
year ended December 31, 2000 contained no adverse opinion or
disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope or accounting principles.  During the
years ended December 31, 2000 and December 31, 2001, there were
no disagreements with Deloitte on any matter of accounting
principles or practices, financial statement disclosure or audit
scope or procedure that, if not resolved to the satisfaction of
Deloitte, would have caused it to make reference to the subject
matter of such disagreement in its reports on the financial
statements.

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


ADVANCED SYSTEMS: Facing Involuntary Chapter 11 Petition in MI
--------------------------------------------------------------
Advanced Systems International (OTBB:ADSN) has received a
summons from the Eastern District of Michigan, United States
Bankruptcy Court for relief under Chapter 7 in an involuntary
case.

As noted earlier, the Company has been seeking strategic
alliances and potential capital investments for the last six
months in order to supplement its operations and allow the
Company to pay its debts on a timely basis. The Company retained
Detroit-based Donnelly, Penman, French, Haggarty & Co., a full
service banking firm and NASD registered broker dealer, which
provides comprehensive merger and acquisition, capital raising
and financial advisory services to both public and private
companies. DPFH has been working with members of management and
members of the Company's Finance Committee, who also have
extensive capital raising experience, however the economic
climate and conditions have not developed any viable short term
financing solutions as of this date.

The Company is currently negotiating with various parties in
order to formulate a plan to allow the operations to continue,
to develop a funding and operational plan, and to answer the
impending petitioners plea for relief.

"Though not yet determined, Company management is investigating
every possible solution in an attempt to correct the current
situation," stated Gerry Pesut, President and CEO.

Advanced Systems International is a supplier of application
software for the e-business information market. The Southfield,
Michigan-based Company offers a broad range of high-end
workforce management systems and application software for the
transparent collection and distribution of business across the
enterprise. Managers are provided the capability to track
critical material, production process, inventory and labor data,
in real-time, to support their cost efficient, streamlined,
supply chain, order fulfillment and e-business initiatives. For
more information on ADSN, visit out Web site at
http://www.advsysintl.com

The Company's customers include market leaders such as: Daimler
Chrysler (NYSE:DCX), Continental Airlines (NYSE:CAL), Johnson
Controls (NYSE:JCI), HJ Heinz (NYSE:HNZ), Dana Corporation
(NYSE:DCN), Sara Lee (NYSE:SLE), Lear Corporation (NYSE:LEA),
Rolls-Royce (LSE:RR), Volvo (NASD:VOLVY) and Imperial Tobacco.


AGERE SYSTEMS: Names Robert Liszt as VO of North American Sales
---------------------------------------------------------------
Agere Systems (NYSE: AGR.A, AGR.B), the world leader in
communications components, this month named Robert M. Liszt vice
president of sales for North America.

Liszt joins Agere from NEC, where he was vice president of the
components division of NEC Electronics. Prior to his tenure at
NEC, he held positions with Hitachi America, National
Semiconductor and Hughes Electronics. Liszt replaces George
Holmes, who left Agere to pursue other opportunities.

"We are extremely fortunate to have Rob join the Agere team at
the start of our life as an independent company," said Ahmed
Nawaz, executive vice president of worldwide sales for Agere.
"His broad experience in the electronics industry gives us the
proven leadership of an executive who understands our customers'
needs and can help deliver the integrated systems solutions
Agere provides."

Liszt is based at Agere's regional headquarters in Santa Clara,
California and begins his work immediately.

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.


AKORN INC: Nasdaq Delists Shares Effective June 25, 2002
--------------------------------------------------------
Akorn, Inc. (Nasdaq: AKRNE) was informed late yesterday by
Nasdaq that a Nasdaq Listing Qualifications Panel has issued an
order delisting Akorn securities from the Nasdaq National Market
effective at the opening of business on June 25, 2002.

This action taken by Nasdaq is due to the fact that, as
previously disclosed, the Company does not comply with the
Nasdaq report filing requirements with respect to its Form 10-K
filing with the SEC for the year ended December 31, 2001.
Specifically, the 10-K for this period was filed with unaudited
financial statements. As the Company has previously explained,
its independent auditors have been unwilling to issue an audit
opinion on the Company's consolidated financial statements as of
December 31, 2001 because the staff of the SEC has the informed
the Company of a proposed enforcement action, alleging the
Company's accounts receivable were overstated as of December 31,
2000, which could result in a restatement of certain 2000 and
2001 financial statements.

Akorn intends to appeal this decision by the Nasdaq Listing
Qualifications Panel. During this appeal process, the Company
will attempt to work with the SEC and the Company's auditors to
resolve the restatement issues that have been raised so as to
allow it to obtain audited financial statements that comply with
the Nasdaq report filing requirements. There can be no
assurance, however, when or if such resolution will occur. The
Company's securities will be traded on the Pink Sheets, as soon
as possible, until the above matters are resolved.

Akorn, Inc. manufactures and markets sterile specialty
pharmaceuticals, and markets and distributes an extensive line
of pharmaceuticals and ophthalmic surgical supplies and related
products.


ANGEION CORP: Requests Hearing with Nasdaq Re Continued Listing
---------------------------------------------------------------
Angeion Corporation (Nasdaq: ANGNQ) has requested a hearing with
the Listing Qualifications Hearings Department of the Nasdaq
Stock Market, Inc., to discuss the continued listing of Angeion
shares on the Nasdaq SmallCap market. The request for a hearing
was made in response to a June 19, 2002, letter from Nasdaq that
advised Angeion that its common shares would be delisted as of
June 27, 2002, unless the Company requested a hearing. Pending
the hearing, the Company's securities will continue to trade on
the Nasdaq market under the symbol "ANGNQ."

Richard Jahnke, Angeion's president and chief executive officer,
said, "We believe that our recently announced restructuring
under Chapter 11 of the Bankruptcy Code and the associated
conversion of our 7-1/2% Senior Convertible Notes into Angeion
common stock will enable the Company to comply with the Nasdaq
Small Cap requirements. We welcome this opportunity to discuss
our financial restructuring with Nasdaq officials."

Angeion's Chapter 11 filing was announced on June 17, and was
made jointly with the holders of the Company's 7-1/2% Senior
Convertible Notes. The jointly submitted Plan of Reorganization
provides for the conversion of $20,198,000 in outstanding notes,
plus accrued interest of approximately $1.0 million, into common
stock of the Company. Immediately after the conversion, the
noteholders as a group will own 95% of Angeion's outstanding
stock and current shareholders of the Company will own 5% of the
Company's outstanding stock. Current shareholders will also be
issued five-year warrants to purchase one additional share for
each share that they are issued in the conversion. The Plan is
be subject to final Bankruptcy Court approval.

"As we have stated, our Chapter 11 filing is designed to
accomplish our financial restructuring in a controlled manner
and to enable the Company to retain unimpaired utilization of a
net operating loss carryforward of over $125 million," Jahnke
said. "The restructuring -- which represents a strong vote of
confidence by the noteholders in our New Leaf health and fitness
products business -- is expected to result in a solid balance
sheet with no debt, and remove any uncertainty with respect to
how the notes will be repaid and what impact that might have had
on our operating businesses. The combination of eliminating the
interest payments together with the improved operating results
and positive cash flow at the core Medical Graphics business,
puts us in the position of being able to focus on growing for
the future."

Nasdaq's June 19 letter stated concerns associated with the June
17 Chapter 11 filing and Angeion's inability to sustain
compliance with requirements for continued listing on the Nasdaq
Stock Market including the fact that Angeion did not make either
the $2 million net tangible asset or $2.5 million stock equity
requirement for continuation pursuant to Market Place Rule
4310(c)(2)(b)) and because the Company bid price had closed
below $1.00 for thirty consecutive trading days, it did not
comply with Market Place Rule 4310(c)(4). Angeion had previously
disclosed publicly, including in its SEC filings, Nasdaq's
previous letters concerning the net tangible asset requirement,
shareholder's equity requirement, and the dollar per share price
requirements.

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


BOMBARDIER CAPITAL: Fitch Lowers 15 Classes of Transactions
-----------------------------------------------------------
Fitch Ratings has downgraded 15 classes of Bombardier Capital
Manufactured Housing Contracts. Additionally, 3 classes of bonds
are placed on Rating Watch Negative. The actions reflect the
poor performance of the underlying manufactured housing loans in
the transactions.

In September, 2001, Bombardier exited the manufactured housing
lending business but it continues to service its approximately
$1.8 billion manufactured housing loan portfolio. The departure
from the lending business has had an adverse impact on already
deteriorating performance and has made the company heavily
reliant upon wholesale liquidations of repossessed homes.
Recovery rates on wholesale liquidations are generally
substantially lower than retail liquidation recoveries.

Higher than expected losses have resulted in reduction of the
amount of overcollateralization (o/c). As of the distribution
date on May 15, 2002, the overcollateralization amount for
series 1998-A, 1998-B, 1998-C, and 1999-B has been reduced to
zero. The o/c amount for 2000-A and 2000-B is equal to
$3,054,037 (0.90%) and $13,485,252 (4.76%), respectively. The
original o/c target for series 2000-A and 2000-B is equal to
$15,598,878 (3.74%) and $16,208,160 (5%) respectively.

On Aug. 11, 2000, Letters of Credit were issued to provide
additional credit enhancement for a number of the company's
securitizations. For series 1998-A, a $20 million LOC was
provided. For series 1998-B and 1998-C, $18 million and $15.2
million was provided. Additionally, on Dec. 1, 2000 an
additional LOC for $16.6 million was provided for additional
credit support for series 1998-C. As of May 15, 2002, these
balances were reduced to $18,520,271 (1998-A), $11,346,086
(1998-B) and $23,237,817 (1998-C).

Since the company has exited the lending business, losses have
increased rapidly. The reliance upon wholesale liquidations
results in a significantly shorter time period from repossession
to liquidation as well as a considerably lower recovery rate.
Additionally, Bombardier has ceased purchasing loans from the
pools at 100% of the unpaid principal balance. Cumulative losses
to date are 12.86%, 12.98%, 12.93%, 8.85%, 8.27 %, and 2.82% for
series 1998-A, 1998-B, 1998-C, 1999-B, 2000-A, and 2001-A
respectively. Fitch will continue to monitor the performance of
the collateral pools backing the securities as well as the
status of the servicing platform.

The affected securities are:

-- Series 1998-A, class B-1, downgraded to 'BB' from 'BBB';

-- Series 1998-A, class B-2, downgraded to 'B' from 'BB';

-- Series 1998-B, class M-1, rated 'AA', placed on Rating Watch
    Negative;

-- Series 1998-B, class M-2, downgraded to 'BBB' from 'A' and
    placed on Rating Watch Negative;

-- Series 1998-B, class B-1, downgraded to 'B' from 'BBB';

-- Series 1998-B, class B-2, downgraded to 'CCC' from 'BB';

-- Series 1998-C, class M-2, downgraded to 'A-' from 'A';

-- Series 1998-C, class B-1, downgraded to 'BB' from 'BBB';

-- Series 1998-C, class B-2, downgraded to 'B' from 'BB';

-- Series 1999-B, class M-1, downgraded to 'A' from 'AA' and
    placed on Rating Watch Negative;

-- Series 1999-B, class M-2, downgraded to 'BBB-' from 'A' and
    placed on Rating Watch Negative;

-- Series 1999-B, class B-1, downgraded to 'CCC' from 'BBB-';

-- Series 1999-B, class B-2, downgraded to 'D' from 'CCC';

-- Series 2000-A, class M-2, downgraded to 'BBB-' from 'A' and
    placed on rating Watch Negative;

-- Series 2000-A, class B-1, downgraded to 'B' from 'BBB';

-- Series 2000-A, class B-2, downgraded to 'CCC', from 'B';

-- Series 2001-A, class B-1, rated 'BBB and B-2, rated 'BB' are
    placed on Rating Watch Negative.


CVF TECHNOLOGIES: Fails to Meet AMEX Continued Listing Criteria
---------------------------------------------------------------
CVF Technologies Corporation (Amex: CNV) received notice on
April 26, 2002 from the staff of the American Stock Exchange
indicating that the Company is below certain of the Exchange's
continuing listing standards.

Specifically, the Company has fallen below Section 1003(a)(i)
with shareholders' equity of less than $2,000,000 and losses
from continuing operations in two out of its three most recent
fiscal years. On June 4, 2002, the Company submitted its plan to
regain compliance to the Exchange. On June 13, 2002, the
Exchange notified the Company that it accepted the Company's
submitted plan and granted the Company an extension of time to
regain compliance with the continued listing standards. The
Company will be subject to periodic review by the Exchange's
staff during the extension period. Failure to make progress
consistent with the plan or to regain compliance with the
continued listing standards by the end of the extension period
could result in the Company being delisted from the American
Stock Exchange.

CVF Technologies Corporation is headquartered in Williamsville,
New York. CVF is a technology development company, whose
principal business is sourcing, funding and managing emerging
pre-public technology companies with significant market
potential. Founded in 1989, CVF's holdings include seven
companies involved in information technology and environmental
products/services.


CHUMASH CASINO: S&P Assigns BB- Credit & Sr. Unsecured Ratings
--------------------------------------------------------------
Standard & Poor's assigned its double-'B'-minus corporate credit
rating to Chumash Casino & Resort Enterprise. At the same time,
Standard & Poor's assigned its double-'B'-minus rating to the
company's proposed $150 million senior unsecured note offering
due 2010. The securities will be privately placed under Rule
144A. Proceeds from the proposed note issue, together with cash
on hand, will be used to help fund the construction of the Santa
Ynez, Calif.-based company's expansion project and to repay
existing indebtedness. The outlook is stable.

Chumash Casino & Resort Enterprise was created to operate the
Chumash Casino for the Santa Ynez Band of Mission Indians, one
of 61 federally recognized Native American tribes in California
with gaming contracts, of which 46 operate gaming
establishments. The Tribe's compact with the State of
California, permitting slot machinesand card games, expires in
May 2020.

The company's existing facility benefits from its solid
operating performance, favorable demographics, limited
competition in its surrounding market, and the potential for
earnings growth post-construction. These factors are mitigated
by the company's narrow business focus, construction risks
associated with the planned expansion, and challenges faced in
managing a larger facility.

The Chumash Casino is 175 miles from the next nearest federally
recognized Native American tribe and Native American casino.
These other operations do not affect the Chumash Casino greatly,
since most of the property's customers come from within 50
miles.

The Chumash Casino's strong performance and continued solid
demand characteristics are driving the construction of
additional gaming square footage and table games, as well as an
approximately 105-room hotel. This new facility, to be
constructed in phases, is expected to open completely in early
2005.

"The stable outlook reflects Chumash's limited competition
within its market and the expectation that solid cash flow
generation will continue during the planned expansion, somewhat
mitigating construction risks," said Standard & Poor's credit
analyst Michael Scerbo.

In addition, the tribe has a guaranteed maximum price contract
for $69.9 million of the hard construction costs, which includes
a contingency. While Standard & Poor's expects that the market
will be able to absorb the additional capacity successfully,
challenges remain in operating a larger casino facility.


COLUMBIA HOUSE: Blackstone Buys Warner Music & Sony's Interests
---------------------------------------------------------------
The Columbia House Company, the world's largest direct marketer
of music, videos and DVD home entertainment products, closed the
previously announced acquisition by Blackstone Capital Partners
III LP, an affiliate of The Blackstone Group, the New York-based
private investment bank, of a majority interest in the Company
from AOL Time Warner Inc.'s Warner Music Group and Sony
Corporation's Sony Music Entertainment Inc.

The terms of the transaction were not disclosed.

Both Sony and Warner Music Group will retain minority interests
in Columbia House and will remain important suppliers of music
and video content to The Columbia House Company. Financing for
the transaction, was arranged by UBS Warburg LLC and Banc of
America Securities LLC. Blackstone was advised by UBS Warburg
and Pathway Ventures.

The Columbia House Company is the world's largest direct
marketer of music, videos and DVD home entertainment products.
With more than 16 million offline and online club members in the
United States, Canada and Mexico, the company provides direct-
to-consumer marketing of more than 12,000 music titles and 7,000
video and DVD titles through its entertainment clubs. The
company's Web site, www.columbiahouse.com is one of the premier
e-commerce brands and consistently ranks among the Web's top 25
shopping destinations. Since its inception in 1955, The Columbia
House Company has a proven record of excellence in database
marketing, market segmentation, credit screening, and niche
market merchandising.

The Blackstone Group, a private investment bank with offices in
New York and London, was founded in 1985. The firm has raised a
total of approximately $23 billion for alternative asset
investing since its formation, $14 billion of which has been for
private equity investing. The Blackstone Group's six core
businesses are Mergers and Acquisitions Advisory, Restructuring
and Reorganization Advisory, Private Equity Investing, Private
Real Estate Investing, Private Mezzanine Investing, and Liquid
Alternative Asset Management. Visit http://www.blackstone.com
for more information about the Blackstone Group.

                          *    *    *

As reported in Troubled Company Reporter's May 31, 2002 edition,
Standard & Poor's assigned its single-'B'-plus rating to CH Sub
LLC's $175 million senior secured credit facilities. The
facilities are guaranteed by all subsidiaries of the borrower,
including The Columbia House Co. Proceeds of the credit
facilities will partially finance the acquisition of The
Columbia House Co. by BCP Acquisition Company LLC.

A single-'B'-plus corporate credit rating was also assigned to
The Columbia House Co. The outlook is stable. New York, New
York-based Columbia House is a club-based direct marketer of
music and video products, selling directly to consumers through
catalogs and the Internet.


COMMTOUCH SOFTWARE: Hahum Sharfman Discloses 6.0% Equity Stake
--------------------------------------------------------------
Hahum Sharfman of Tel Aviv, Israel, Co-founder of DealTime Ltd.,
beneficially owns 1,324,709 of the common stock shares of
Commtouch Software Ltd., constituting 6.0% of the outstanding
amount of such class of shares of commtouch.  The total number
of shares are subject to the sole power to vote and sole power
of disposition of the named individual.

Mr. Sharfman purchased 582,192 common stock shares at a purchase
price of $.292 per share and  received 349,314 warrants to
purchase a like number of shares as part of a private placement
transaction in which 15 individual investors invested various
amounts into Commtouch Software Ltd. in consideration for
receipt of corresponding amounts of common stock shares and 60%
warrant  coverage.  This transaction closed on April 16, 2002.
The Company has filed a Form F-3 covering this transaction,
seeking effective registration of a total of 7,095,886 common
stock shares.

Personal funds totaling $170,000 were used recently in acquiring
582,192 common stock (Ordinary) shares.  Prior acquisitions of
ordinary shares of Commtouch Software Ltd. were likewise made
with personal funds.  The securities were acquired for Mr.
Sharfman's own personal investment as part of a round of
financing sponsored by Commtouch Software Ltd.

Commtouch is a leading provider of hosted messaging and
collaboration solutions to service providers. Commtouch
enterprise-class services include Microsoft Exchange 2000 and
open standards messaging, either as hosted or onsite solutions
that deliver a high level of performance, reliability,
scalability and security. Hosted messaging and collaboration
Powered by Commtouch includes unified communications, wireless,
Web-based administration and revenue generating capabilities.
Through its subsidiary Wingra Technologies, the company provides
enterprise migration tools and services.

As at December 31, 2001, the company's balance sheet showed that
its total current liabilities exceeded total current assets by
about $600,000.


CORTS TRUST: S&P Affirms & Removes B- Rating from Watch Negative
----------------------------------------------------------------
Standard & Poor's affirmed its rating on CorTS Trust for Xerox
Capital Trust I and removed it from CreditWatch with negative
implications, where it was placed on April 24, 2002.

The CreditWatch removal reflects the June 21, 2002 rating
affirmation on Xerox Corp.'s corporate credit and preferred
stock ratings.

CorTS Trust for Xerox Capital Trust I is a swap-independent
synthetic transaction that is weak-linked to the underlying
collateral, Xerox Capital Trust I's preferred stock.

     RATING AFFIRMED AND REMOVED FROM CREDITWATCH NEGATIVE

            CorTS Trust for Xerox Capital Trust I
           $27 million corporate bond-backed certs

                               Rating
                            To        From
           Certificates     B-        B-/Watch Neg


COVANTA ENERGY: Fitch Ups $650MM Solid Waste Bonds Rating to B
--------------------------------------------------------------
Fitch Ratings has upgraded to 'B' from 'CC' selected solid waste
project bonds associated with Covanta Energy Corp.  These
ratings remain on Ratings Watch Evolving. While the final
reorganization of Covanta will not be defined and completed for
some time, various orders recently issued by the bankruptcy
court and actions by Covanta support the expectation that debt
service on the Fitch rated solid waste-to-energy bonds listed
below will continue to be paid on a timely basis. Heightened
operating risks at the solid waste projects attributable to
Covanta's impaired financial condition continue, but are
commensurate with 'B' level credit quality. 'B' ratings indicate
highly speculative credit quality, with significant credit risk
present and a limited margin of safety remaining. Financial
commitments are currently being met; however, capacity for
continued payment is contingent upon a sustained, favorable
business and economic environment.

Fitch Ratings will continue its monitoring and review of the
court filings and other information associated with the April 1,
2002 bankruptcy filing of Covanta and various of its wholly
owned subsidiaries. On May 15, the bankruptcy court issued its
final order on the debtor-in-possession financing, following
earlier final orders on the centralized cash management system
and the use of cash collateral, among other orders. These orders
enable Covanta and certain of its debtor subsidiaries included
in the Chapter 11 filing, to continue to pay debt service and
operating costs related to the solid waste projects, as well as
pay critical vendors, and receive operating fees.

There are 20 non-debtor subsidiaries of Covanta that act as
guarantors for the DIP financing. The Haverhill project, unlike
those of the other Fitch rated bonds listed below, has not been
included in the Chapter 11 filing. However, it has been named as
a non-debtor subsidiary guarantor. Cash generated from the
Haverhill project remains included in the consolidated cash
management system and, together with other Haverhill project
assets, may be encumbered by junior liens granted as security
for the DIP guarantee. If the DIP guarantee were to be called
on, the sufficiency of Haverhill's cash flow to service project
related debt could be pressured.

As the bankruptcy process continues, there may be other motions
from the creditors or the debtors that could be detrimental to
holders of Fitch rated waste-to-energy projects. However, to
date, the actions of the debtors, which have been approved by
the bankruptcy court, have continued the legal mechanism and
protections contained in the project bond documents. Fitch
Ratings will continue to monitor the situation and adjust our
ratings as warranted.

Accordingly, the bonds of the following projects are upgraded to
'B' from 'CC' and remain on Ratings Watch Evolving. Fitch's
ratings of municipal bonds backed by waste-to-energy projects
owned or leased by subsidiaries of Covanta are:

      --Bristol Resource Recovery Facility Operating Committee,
CT solid waste revenue bonds (Ogden Martin Systems of Bristol,
Inc. Project), 1995 series, unenhanced rating upgraded to 'B'
from 'CC' and remains on - Rating Watch Evolving;

      --Massachusetts Industrial Finance Agency and Massachusetts
Development Finance Agency resource recovery revenue bonds
(Ogden Haverhill Project), unenhanced rating upgraded to 'B'
from 'CC' and remains on - Rating Watch Evolving;

      --Onondaga County Resource Recovery Agency, NY project
revenue bonds, series 1992, unenhanced rating upgraded to 'B'
from 'CC' and remains on - Rating Watch Evolving;

      --Suffolk County Industrial Development Agency, NY solid
waste disposal facility revenue bonds (Ogden Martin Systems of
Huntington Limited Partnership Recovery Facility), series 1999
(insured: Ambac), unenhanced rating upgraded to 'B' from 'CC'
and remains on - Rating Watch Evolving;

      --Union County Utilities Authority, NJ solid waste landfill
taxable revenue bonds, series 1998 (insured: Ambac), unenhanced
rating upgraded to 'B' from 'CC' and remains on - Rating Watch
Evolving;

      --Union County Utilities Authority, NJ solid waste facility
senior lease revenue bonds, series 1998 A & B (Ogden Martin
Systems of Union, Inc. Lessee), unenhanced rating upgraded to
'B' from CC' and remains on - Rating Watch Evolving;

      --Union County Utilities Authority, NJ solid waste facility
senior lease revenue bonds (Ogden Martin Systems of Union, Inc.
Lessee) series 1998A (insured: Ambac), unenhanced rating
upgraded to 'B' from 'CC' and remains on - Rating Watch
Evolving; and

      --Union County Utilities Authority, NJ solid waste
facilities subordinate lease revenue bonds, series 1998A (Ogden
Martin Systems of Union, Inc. Lessee) (insured: Ambac),
unenhanced rating upgraded to 'B' from 'CC' and remains on -
Rating Watch Evolving.

Additionally, the ratings for approximately $520 million of
outstanding municipal bonds for projects serviced by Covanta and
secured by payment obligations of certain public entities have
been affirmed, and removed from ratings watch negative but with
a negative outlook. The negative outlook reflects the possible
operating and other risks that could result from Covanta's
bankruptcy filing:

      --Lee County, FL solid waste system refunding revenue
bonds, series 2001 (insured: MBIA), unenhanced rating of 'A-'
affirmed with a negative outlook and removed from ratings watch
negative;

      --Lee County, FL solid waste system revenue bonds, series
1995 (insured: MBIA), unenhanced rating of 'A-' affirmed with a
negative outlook and removed from ratings watch negative.

      --Northeast Maryland Waste Disposal Authority, MD solid
waste revenue bonds (Montgomery County Resource Recovery
Project), series 1993 A and B, unenhanced rating of 'AA-'
affirmed with a negative outlook and removed from Rating Watch
Negative.


DAIRY MART: Exclusivity to File Plan Maintained Until July 19
-------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Southern District
of New York, Dairy Mart Convenience Stores, Inc., and its
debtor-affiliates obtained an extension of their exclusive
periods under Section 1121 of the Bankruptcy Code.  The Court
gives the Debtors, until July 19, 2002, the exclusive right to
file their plan of reorganization and until September 19, 2002
to solicit acceptances of that Plan.

Dairy Mart Convenience Stores, Inc. filed for chapter 11
protection on September 24, 2001. Dennis F. Dunne, Esq. at
Milbank, Tweed, Hadley & McCloy LLP represents the Debtors in
their restructuring efforts. When the Company filed for
protection from its creditors, it listed debts and assets of
over $100 million.


EMMIS COMMS: Reports Improved Free Cash Flow Results for Q1
-----------------------------------------------------------
Emmis Communications Corporation (Nasdaq: EMMS) announced
revenues and cash flow for its first fiscal quarter ending May
31, 2002. Net revenue for the quarter was $136.8 million,
Broadcast Cash Flow was $50.5 million, and After Tax Cash Flow
for the quarter was $22.9 million or $0.44 per basic share.
Compared to the same quarter for the prior year, net revenue was
down slightly, whereas BCF was up 4.5%, and ATCF was up 33.9%.

"As demonstrated by our ratings successes and market share
growth, Emmis continues to position itself for the future by
exceeding expectations in every area of the business," Emmis
Chairman and CEO Jeff Smulyan said. "With the bulk of our
leverage issues addressed, we look forward to being
opportunistic in the near term."

Another measure the company uses to determine performance is
Free Cash Flow, which it defines as EBITDA before certain
charges, less interest, cash taxes, capital expenditures and
preferred stock dividends. For the 1st Quarter, FCF was $8.9
million compared to a negative $3.5 million in the prior year.
Emmis deducts interest associated with its 12-1/2% Senior
Discount Notes to arrive at FCF.

During the first quarter, the company offered 4.6 million shares
of Class A common stock, raising $120.2 million in net proceeds.
One half of the proceeds was used to repay outstanding
indebtedness under its credit facility and one half is being
used to redeem some of its outstanding 12-1/2% Senior Discount
Notes due 2011. In addition, during the first quarter the
company completed the sale of its Denver properties KALC-FM to
Entercom Communications Corporation for $88 million and KXPK-FM
to Entravision Communications Corporation for $47.5 million. The
proceeds from the sales were used to repay outstanding
indebtedness under the credit facility and, with the stock
offering and stock compensation program, served as a major step
in Emmis' plan to deleverage its balance sheet.

Subsequent to the end of the 1st Quarter, the company amended
its credit facility to provide for up to a $60.2 million
redemption of its 12-1/2% Senior Discount Notes due in 2011. The
amendment also reduced Emmis' interest cost on $500.0 million of
its bank debt by at least 1%. In addition, the company announced
in mid-June that it had appointed Ernst & Young LLP as the
company's independent auditor, replacing Arthur Andersen LLP.

                     Adoption of SFAS No. 142

Effective March 1, 2002, the company adopted SFAS No. 142,
"Goodwill and Other Intangible Assets," which requires that
goodwill and intangible assets with indefinite lives be tested
for impairment annually rather than amortized over time. While
SFAS No. 142 has no impact on Emmis' cash flows or EBITDA, its
adoption has resulted in a material impairment charge for the
quarter ended May 31, 2002 and a significant reduction in the
company's ongoing amortization expense. Emmis recorded an
impairment charge of approximately $167.4 million, net of tax,
related to the difference between the fair value and carrying
value of its FCC licenses and goodwill. The impairment charge is
reflected as a cumulative effect of an accounting change in
Emmis' statement of operations for the quarter ended May 31,
2002. This adoption of SFAS No. 142 also decreased amortization
expense in the 1st Quarter by approximately $13.9 million to
about $1.9 million, and is expected to decrease amortization
expense annually by approximately $58.5 million. While
amortization expense for assets with indefinite lives will no
longer be reflected on future financial statements, it will
continue to be deductible for tax purposes.

Emmis Communications is an Indianapolis-based diversified media
firm with radio broadcasting, television broadcasting and
magazine publishing operations. Emmis' 18 FM and 3 AM domestic
radio stations serve the nation's largest markets of New York,
Los Angeles and Chicago as well as Phoenix, St. Louis,
Indianapolis and Terre Haute, IN. In addition, Emmis owns two
radio networks, three international radio stations, 15
television stations, award-winning regional and specialty
magazines, and ancillary businesses in broadcast sales and
publishing.

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 CORP: Energy Services Resolves Claims Dispute with PJM
------------------------------------------------------------
According to Brian S. Rosen, Esq., at Weil, Gotshal & Manges
LLP, in New York, PJM Interconnection LLC manages certain
transmission and regeneration lines used in the interchange of
electric capacity between Pennsylvania, New Jersey, and
Massachusetts.

Enron Energy Services Inc. and PJM are parties to certain
operating contracts pursuant to which EESI provided electric
energy to its retail end use customers located in the service
territories of the public electric utilities in the service
territory of PJM.

To secure EESI's obligations under the PJM Agreements prior to
the Petition Date, Mr. Rosen relates that Enron North America
Corp. deposited $1,000,000 in collateral with PJM to secure,
among other things, EESI's obligations under the PJM Agreements.
Mr. Rosen reports that EESI owes PJM $143,008 for prepetition
energy and related charges.  As for postpetition performance,
PJM complains that EESI failed to properly schedule electric
power to PJM.  "As a result, PJM asserts that EESI incurred
certain capacity deficiency charges for the period of January
2002 through May 2002 in the approximate aggregate amount of
$1,200,000," Mr. Rosen explains.

On the other hand, Mr. Rosen tells the Court, EESI has disputed
whether it's alleged failure to schedule power postpetition
gives rise to an enforceable claim in the penalty amount of
$1,200,000 against EESI's estate.

However, EESI has determined that it cannot service the Retail
Customers and has decided to reject all of its contracts with
the Retail Customers.

Now, EESI and PJM have agreed to a settle their dispute related
to the PJM Agreements.  The salient terms of the Settlement
Agreement and Full and Final Release are:

   (a) EESI must pay PJM $477,830 in full satisfaction of any
       and all claims by PJM for capacity deficiency charges for
       the Winter Interval;

   (b) EESI will be considered to have relinquished its
       membership in PJM, along with any ability or entitlement
       to participate in the PJM markets as of May 1, 2002;

   (c) Within five days of receipt of evidence of court approval
       of the Settlement Agreement, PJM will return the Deposit
       and earned interest, calculated at the overnight rate that
       is or would have been received by PJM from the PNC Bank
       N.A., to EESI, after reduction for energy and related
       charges incurred by EESI prior to the Petition Date in the
       amount of $143,008, and any postpetition cost of carry at
       the then current quarterly Federal Energy Regulatory
       Commission refund rate with an accounting by PJM for all
       the reductions;

   (d) After these payments, PJM unconditionally releases EESI
       from any and all claims, which PJM now has or will ever
       have against EESI;

   (e) Upon the return of the Deposit by PJM, EESI
       unconditionally releases PJM from any and all claims which
       EESI now has or will ever have against PJM;

   (f) EESI and PJM agree that these releases do not embrace any
       properly incurred invoices from PJM pursuant to the PJM
       Agreements for the period from December 3, 2001 to and
       including April 30, 2002, including any retroactive "true-
       ups", regardless of when issued, up to a collection
       maximum of $10,000; etc.

Mr. Rosen asserts that the Settlement Agreement is fair and
equitable and falls well within the range of reasonableness and
enables the parties to avoid the costs of litigation.  Absent
authorization to enter into the Settlement Agreement, Mr. Rosen
explains, EESI and PJM would require judicial intervention to
resolve their dispute regarding, among other things, the
Capacity Deficiency Charges.  "The undertaking of a full
litigation would be an unnecessary drain on the resources of
EESI's estate and would divert the attention of its management
and legal personnel from the efforts at hand to maximize the
value of the estate," Mr. Rosen points out.  On the other hand,
Mr. Rosen maintains, the benefits flowing from the Settlement
Agreement, including the elimination of potential litigation
costs and the return of the Deposit, represent a benefit to
EESI's creditors and all parties in interest.

For these reasons, Enron Energy Services asks the Court to
approve the Settlement Agreement pursuant to Bankruptcy Rule
9019. (Enron Bankruptcy News, Issue No. 33; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ENRON CORP: ENA Settles Novated Pact Dispute with Abitibi & NBC
---------------------------------------------------------------
On August 9, 1999, Enron North America Corporation entered into
a swap contract -- the Novated Contract -- with Abitibi-
Consolidated Inc., a Canadian corporation.

Edward A. Smith, Esq., at Cadwalader, Wickersham & Taft, in New
York, relates that under the Novated Contract, 18 quarters
beginning January 1, 2001:

   (1) Debtor pays to Abitibi a floating price for 5,000 metric
       tons of newsprint having certain qualities, the price
       being indexed to the average monthly price per metric ton
       of the paper published in the Paper Trader, and

   (2) Abitibi pays Debtor a fixed price of $595 per metric ton.

ENA, Abitibi and NBC Global Risk Management -- the Novatee --
have negotiated a Settlement and Novation Agreement, under
which:

   (a) ENA will assign its rights and delegate its obligations
       under the Novated Contract to the Novatee,

   (b) ENA and Abitibi will release one another from all
       obligations with respect to the Novated Contract, and

   (c) the Novatee will pay to ENA $1,900,000.

Thus, Enron North America asks the Court to approve approving
the Settlement and Novation Agreement.

Mr. Smith explains that the Agreement resolves any disagreement
as to the forward value of the Novated Contract.  "The Agreement
will enable ENA and Abitibi to avoid potential future disputes
and litigation regarding the Novated Contract," Mr. Smith says.
Furthermore, Mr. Smith adds, the Agreement will allow ENA to
capture value for the estate and thereby for ENA's creditors.
Without the Court's approval, Mr. Smith warns that the benefits
flowing from the Agreement will be lost.

Mr. Smith asserts that the relief requested is supported by
Section 363(b)(1) of the Bankruptcy Code, which, after notice
and hearing, permits a debtor to sell estate property out of the
ordinary course of business; and Section 365 of the Code, which,
after notice and hearing, permits a debtor to assume and assign
an executory contract.  In this regard, Mr. Smith reports, there
are no cure amounts due by ENA to Abitibi under the Novated
Contract. (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 trading at about 12.5. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRON2


EXIDE TECHNOLOGIES: Committee Taps Pepper Hamilton as Co-Counsel
----------------------------------------------------------------
Exide Technologies' Official Committee of Unsecured Creditors
submit this application, pursuant to Section 1103(a) of Title 11
of the United States Code and Rule 2014 of the Federal Rules of
Bankruptcy Procedure, for authorization to retain Pepper
Hamilton 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 the Firm to provide, among other things, the following
assistance:

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

B. to the extent requested by the Committee and Akin Gump,
    assist and advise the Committee in its consultations with the
    Debtors relative to the administration of these Cases;

C. to the extent requested by the Committee and Akin Gump,
    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;

D. to the extent requested by the Committee and Akin Gump,
    assist the Committee in analyzing intercompany transactions
    and issues relating to the Debtors' non-debtor affiliates;

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

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

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

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

I. to the extent requested by the Committee and Akin Gump,
    perform such 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, tells the Court
that the Firm will serve primarily as local counsel for the
Committee and will coordinate with Akin Gump to avoid
unnecessary duplication of effort in the performance of services
on behalf of the Committee.  The Committee has selected Pepper
Hamilton LLP because its professionals have considerable
experience in the bankruptcy and commercial law areas and are
particularly well qualified to represent the Committee in these
proceedings.  David B. Stratton and David M. Fournier are the
attorneys at the Firm who are presently expected to do the
primary work on these cases.

The Committee requests that all legal fees and related costs and
expenses incurred by the Committee on account of services
rendered by the Firm in these Cases be paid as administrative
expenses of the estates.  Subject to the Court's approval, Mr.
Dobbs states that the Firm 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 the Firm for professionals
and paraprofessionals employed in its offices are provided
below:

     Billing Category                    Range
     ---------------------------       ---------
     Partners                          $375-$415
     Special Counsel and Counsel       $250-$300
     Associates                        $150-$245
     Paraprofessionals                 $ 60-$135

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

     David B. Stratton    (Partner)        - $415
     David M. Fournier    (Partner)        - $375
     Adam Hiller          (Associate)      - $225
     Aaron Garber         (Associate)      - $225
     William Firth        (Associate)      - $150
     J. Helen Cook        (paralegal)      - $135
     David Smith          (document clerk) - $ 35

David B. Stratton, a Member of the Firm of Pepper Hamilton 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 the Firm is to be engaged.
However, the Firm is a large firm with a national practice and
may represent or may have represented certain of the Debtors'
creditors, equity-holders, affiliates or other parties in
interest in matters unrelated to these Cases, including:

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

B. Creditors: Arch Chemicals Inc., Praxair Distribution Inc.,
    EDS Corp., Bank of New York and Doe Run Co.;

C. Secured Lenders: Credit Agricole Indosuez, Credit Suisse
    First Boston, Eaton Vance, Dai-Ichi Kangyo Bank Ltd.,
    Dresdner Bank AG, Lehman Bros., Shearson Lehman Hutton Inc.,
    Sumitomo Trust & Banking Co., Allstate Life Insurance, Fleet
    National Bank, General Electric Capital Corp., Salomon Smith
    Barney, Citicorp USA Inc., and Morgan Stanley Dean Witter;

E. Professionals: William M. Mercer Inc., Credit Suisse First
    Boston, Salomon Smith Barney, and PricewaterhouseCoopers LLP;

F. Customers: Ford Motor Co., DaimlerChrysler AG, Deere & Co.,
    Qwest Communications, and Wal-Mart Stores Inc.

Because of the extensive legal services that may be necessary in
these Cases, and the fact that the full nature and extent of
such services are not known at this time, the Committee believes
that the employment of the Firm for all of the Committee's
purposes would be appropriate and in the best interests of the
unsecured creditor body that the Committee represents. (Exide
Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

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


FEDERAL-MOGUL: Court Sets March 3, 2003 Property Damage Bar Date
----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has established March 3, 2003, at 4:00 p.m. Eastern Time as the
last date and time by which claims may be filed against Federal-
Mogul Corporation (OTC Bulletin Board: FDMLQ) and any of its 156
affiliated debtors in their Chapter 11 cases on account of
damage caused by asbestos to property or property interests
located in the United States and Canada.

North American Property Damage Claims include claims from losses
or damages to property or property interests for which any of
the Debtors may be liable arising out of such things as the cost
of removal, testing and maintenance, or the diminution in value
resulting from any products or material containing asbestos. All
entities, including present and past owners and operators of
commercial, governmental or residential buildings or vessels in
the United States or Canada in which asbestos-containing
products are or were present, that wish to assert any North
American Property Damage Claims against the Debtors are required
to file proofs of claim on or before 4:00 p.m., Eastern Time, on
March 3, 2003.

                Procedure for Filing Proofs of Claim

Under the Court order, those who wish to assert a North American
Property Damage Claim are required to use the Court-approved
proof of claim form for North American Property Damage Claims.
These forms can be downloaded from the Federal-Mogul Claims Web
site -- http://www.fmoclaims.com-- or obtained by calling the
Federal-Mogul Claims Helpline (1-888-212-5571).

                      Additional Information

Additional information about the claims process and the Bar Date
may be obtained from the Federal-Mogul Claims Web site, the
Federal-Mogul Claims Helpline, or the Claims Agent listed below.
Information about asbestos- containing products manufactured or
sold by the Debtors, the known geographic regions where the
asbestos-containing products were applied and the dates of such
applications, the names of the Debtors' sub-licensees who may
have sold or applied the asbestos-containing products, the names
of all the Debtors, and the names of the Debtors who have been
historically subject to North American Property Damage Claims
may also be obtained from the website.

            Consequences of Failure to File Proof of Claim

Under the Court order, any entity that fails to file a proof of
claim by March 3, 2003, shall be forever barred, estopped, and
enjoined from asserting any North American Property Damage Claim
against the Debtors; or voting upon, or receiving any
distributions under any plan or plans of reorganization in these
Chapter 11 cases in respect of such claims.

Complete information, including all relevant forms, notices and
instructions, can be obtained through the Federal-Mogul Claims
Web site at http://www.fmoclaims.com; the Federal-Mogul Claims
Helpline at 1-888-212-5571; or the Claims Agent for Federal-
Mogul at The Garden City Group, Inc., P.O. Box 8872, Melville,
NY 11747-8872.

Federal-Mogul Corp.'s 8.80% bonds due 2007 (FEDMOG6) are trading
at about 21, DebtTraders reports. For real-time bond pricing,
see http://www.debttraders.com/price.cfm?dt_sec_ticker=FEDMOG6


FLAG TELECOM: Court Okays Friedman Wang as Special Counsel
----------------------------------------------------------
Judge Allan L. Gropper grants final authority to retain
Friedman, Wang & Bleiberg P.C. as special litigation counsel of
FLAG Telecom Holdings Limited and its debtor-affiliates
effective April 29, 2002.

The Objections of the FLAG Telecom Holdings Ltd. note-holders
and Barclays Bank PLC have been resolved. Both objected to the
allocation of fees to pay for the services of Friedman, Wang.

Barclays is administrative agent for a syndicate of bank lenders
that signed a credit agreement with FLAG Atlantic. Substantially
all of the assets of FLAG Atlantic and its subsidiaries are
pledged to the banks.

Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft, asks
the Court to deny the Debtors' application to employ Friedman,
Wang unless any possibility that fees and expenses incurred by
the Firm may be charged to the banks' collateral is removed.

Conor D. Reilly, Esq., at Gibson, Dunn & Crutcher LLP, says the
Objections do not take issue at the disinterestedness of
Friedman, Wang, or the propriety for the retention application.
Rather, the FTHL Objection was filed to gain leverage in ongoing
negotiations for the ultimate distribution to various creditor
groups in the Chapter 11 cases. The Barclays Objection,
meanwhile, is defensive in nature since the retention of
Friedman, Wang is for bringing a lawsuit against the bank.

Mr. Reilly calls the Objections without merit. Still, he
proposes to resolve them by postponing to a later date the
determination of how the retention costs will be parceled out
among the Debtors and revising a proposed final Order so that
there will be room for objections on the fee allocations later
on.

Judge Gropper makes clear that the Order does not grant
authority for any portion of the fees and expenses incurred by
Friedman, Wang to be charged against the FLAG Atlantic estate,
which constitutes the banks' collateral. But that does not
preclude the Debtors from seeking later on to surcharge the
collateral for fees and expenses of Friedman, Wang if it is
appropriate.

                          *   *   *

As previously reported, Friedman Wang & Bleiberg's engagement is
limited to assessing and, if appropriate, prosecuting causes of
action against certain bank lenders of FLAG Atlantic Ltd. for
acts against the Debtors and their property before and after the
Petition Date.

The Debtors seek the services of Friedman, Wang because of
possible conflict of interest and waiver agreements between the
law firm of Gibson, Dunn & Crutcher LLP and the banks.

                          Compensation

Friedman, Wang bills for its services on an hourly basis:

        Partners:   $325-$500
        Associates: $210-$290
        Paralegals: $110-$115

The partners, associates and paralegals expected to work on the
Debtors' Chapter 11 cases are:

        Professional                     Compensation
        ------------                     -------------
        Peter N. Wang, Partner           $500 per hour
        Susan J. Schwartz, Partner       $400 per hour
        Scott D. Corrigan, Associate     $290 per hour

Mr. Van Ophem says Friedman, Wang will be reimbursed for out of
pocket expenses, including travel expenses, duplicating charges,
computer and research charges, messenger services and telephone
charges. (Flag Telecom Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


GENCORP INC: May 31 Working Capital Deficit Narrows to $15 Mill.
----------------------------------------------------------------
GenCorp Inc. (NYSE: GY) announced second quarter earnings per
diluted share of $0.23 excluding unusual items. GenCorp reported
segment operating profit of $21 million for the second quarter
of 2002 as compared to $14 million for the second quarter of
2001.

Earnings per diluted share were $0.14 for the second quarter of
2002 compared to $0.12 for the second quarter of 2001. Results
for the second quarter of 2002 include a pre-tax $6 million
unusual expense related to a purchase price adjustment for
Aerojet's Electronic and Information Systems business, sold to
Northrop Grumman in October 2001. In May 2002, GenCorp entered
into an agreement with Northrop Grumman resolving a purchase
price dispute with payment of $6 million in two installments.
Results for the second quarter of 2001 included a pre-tax $19
million restructuring charge related to the GDX Automotive
segment.

At May 31, 2002, GenCorp's working capital deficit drops to $15
million.

"I am pleased with the Company's results this quarter,
especially the ongoing performance improvements at GDX
Automotive and Aerojet Fine Chemicals," said Bob Wolfe, Chairman
and CEO. "Our Aerospace and Defense segment also posted good
results and is positioned for consistent performance given its
backlog and contract strength," he added.

In addition to financial results, the Company also announced a
number of strategic environmental, legal and personnel
developments during the quarter, including:

      -- Successful placement of $150 million of convertible
subordinated notes;

      -- Final approval from the United States District Court to
remove approximately 2,600 acres of land from the Sacramento
Superfund site designation, enhancing the value of this asset
for shareholders;

      -- Settlement of outstanding environmental claims and a
comprehensive agreement to restore the groundwater at the site
known as the Baldwin Park Operable Unit in Southern California;

      -- The promotion of Terry Hall, currently Chief Operating
Officer, to President and CEO of GenCorp effective July 1, 2002,
and Yasmin Seyal to Chief Financial Officer effective May 16,
2002; and

      -- The announcement that Michael Bryant will be assuming
the Presidency of GDX Automotive.

                         GDX Automotive

Segment operating profit for second quarter 2002 was $14 million
compared to $11 million for second quarter 2001, an improvement
of $3 million or 27% from the prior year. Operating margins for
the quarter increased to 6.7% compared to 4.8% for second
quarter 2001. Increase in segment operating profit reflects
improved plant productivity driven by cost and personnel
reductions. Net sales for the Company's GDX Automotive segment
decreased 8% to $209 million for second quarter 2002 versus $227
million for second quarter 2001. The decrease was due primarily
to lower volumes in the segment's North American business. The
automotive market has begun to show signs of improvement,
particularly in North American market segments currently
supplied by GDX Automotive.

                      Aerospace and Defense

Aerojet's net sales for the quarter decreased to $84 million as
compared to $180 million for the comparable period in 2001,
primarily attributable to the divestiture of Aerojet's EIS
business in October 2001. Excluding EIS results, sales increased
$18 million mainly due to the delivery of a NASA X-38 De-Orbit
Propulsion Stage. Aerojet's operating profit for the quarter was
$14 million versus $29 million for second quarter 2001.
Excluding results of EIS operations from the prior year and a
decrease in pension income, segment operating profit increased
slightly from the same quarter in 2001.

Significant contract awards during the quarter included:
negotiation of a $71 million contract with Raytheon for 30
Divert and Attitude Control Systems with deliveries through
2005; exercise of an option by Boeing to produce six additional
Delta engine systems with a total value of approximately $23
million; receipt of a new contract from the Air Force Propulsion
Lab to develop technologies for an Advanced Lightweight Chamber
and Nozzle applicable to hydrogen and hydrocarbon booster
engines valued at $10 million including options; and an award of
a $12 million contract from Raytheon related to a Solid Divert
Attitude Control System.

During the quarter Aerojet participated in the successful
mission by an Exoatmospheric Kill Vehicle using Aerojet's Divert
and Attitude Control System, and launch of a former Minuteman II
second-stage motor produced by Aerojet to successfully boost a
target vehicle supporting the Patriot Advanced Capability 3
(PAC-3) missile interceptor mission. Contract and funded backlog
totaled $550 million and $350 million respectively at May 31,
2002.

                     Fine Chemicals Segment

Revenues for Aerojet Fine Chemicals increased to $10 million in
the second quarter of 2002 compared to $3 million in the second
quarter of 2001, reflecting increased production levels. AFC
reported a loss of $1 million as compared to a loss of $5
million in the second quarter of 2001. This segment continues to
make progress toward profitability by increasing productivity
and controlling costs. Contract backlog totaled $57 million at
May 31, 2002, an increase of $21 million over the previous
quarter. The Company currently is forecasting that AFC will be
profitable for the remainder of fiscal year 2002.

                Other Information and Unusual Items

Results for the second quarter 2002 include a pretax $6 million
purchase price adjustment related to the divestiture of
Aerojet's EIS business and the write-off of bank fees associated
with termination of a term loan. Results for the second quarter
of 2001 included a pre-tax $19 million restructuring charge for
the GDX Automotive segment and a pre-tax $2 million charge
related to the portion of tax refunds repayable to the Company's
defense customers.

Interest expense decreased to $4 million in the second quarter
2002 compared to $9 million in the comparable quarter of 2001.
This substantial improvement reflects a lower outstanding debt
level due primarily to repayment of debt with EIS sales
proceeds. As of May 31, 2002, GenCorp's debt totaled $271
million versus $246 million as of February 28, 2002. The
increase in debt from the first quarter of 2002 was due
primarily to working capital requirements for Aerojet's Atlas V
Solid Rocket Motor contract.

Net pension income was $6 million after tax for the quarter.

                      Subsequent Events

On June 21, 2002 the Company filed a universal shelf
registration with the Securities and Exchange Commission
relating to the possible future issuance of up to $300 million
of securities. The filing of the registration statement allows
the Company flexibility as to the types of securities it may
choose to sell, and will enable the Company to react quickly to
market opportunities as they arise.

                       Current Outlook

For the third quarter of 2002, the Company is forecasting
earnings per share in the range of $0.14 to $0.16. Excluding any
unusual items, the Company currently expects earnings per share
for fiscal year 2002 to be in the range of $0.90 to $1.00.

Although the Company's forecasts are subject to numerous
variables and uncertainties, at this time, the main risks in
achieving the forecasted results are: (i) the timing of
potential real estate transactions; (ii) the ability of Aerojet
to, on a timely basis, complete qualification of the Atlas V
Solid Rocket Motor and transition to production; and (iii) the
ability of Aerojet Fine Chemicals to achieve targeted product
delivery levels.

GenCorp is a technology-based manufacturer with leading
positions in the aerospace and defense, pharmaceutical fine
chemicals and automotive industries. Additional information
about GenCorp can be obtained by visiting the Company's Web site
at http://www.GenCorp.com


GENESIS WORLDWIDE: Court Fixes July 31, 2002 Claims Bar Date
------------------------------------------------------------
               IN THE UNITED STATES BANKRUPTCY COURT
                     SOUTHERN DISTRICT OF OHIO
                         WESTERN DIVISION

IN RE:                        )  CASE NOS. 01-36605, 01-36607,
                               )            01-36609, 01-36610,
GENESIS WORLDWIDE, INC.,      )            01-36613, 01-36615,
et al.,                       )            01-36616, 01-36617,
                               )            and 01-36620
        Debtors and            )  (Jointly Administered Under
        Debtors-in-Possession, )   Case No. 01-36605)
                               ) Chapter 11
                               )
                               )  Judge Thomas F. Waldron

             PUBLISHED NOTICE OF BAR DATE FOR FILING
            PREPETITION CLAIMS, RECLAMATION CLAIMS AND
           PRE-CLOSING ADMINISTRATIVE EXPENSE REQUESTS

    Please take notice that on May 14, 2002 the United States
Bankruptcy Court For the Southern District of Ohio, Western
Division entered an order establishing July 31, 2002 as the bar
date for filing prepetition claims, reclamation claims and pre-
closing administrative expense requests with respect to the
following Chapter 11 debtors whose cases are currently pending
in jointly administered case number 01-36605.

           GENESIS WORLDIDE, INC.         01-36605
           H-V MILL ROLL SERVICES, INC.   01-36607
           H-V TECHNICAL SERVICES, INC.   01-36609
           H-V ROLL CENTER, INC.          01-36610
           GENSYSTEMS, INC.               01-36612
           H-V ASSET MANAGEMENT CORP.     01-36613
           GENINTERNATIONAL, INC.         01-36615
           GENCOAT, INC.                  01-36616
           HER-VOSS CORPORATION           01-36617
           PRECISION INDUSTRIAL CORP.     01-36618
           GENSYSTEMS SERVICES, INC.      01-36620

(Individually, a "Debtor" and collectively, the "Debtors").

    Pursuant to the Order, all persons must file with the United
States Bankruptcy Court, Clerk's Office, 120 West Third Street,
Dayton, OH 45402, their Claim(s) against the appropriate Debtor
on the prescribed form(s) on or before July 31, 2002.


GENEVA STEEL: Hires Orrick Herrington for ERISA & Labor Matters
---------------------------------------------------------------
Geneva Steel LLC asks the U.S. Bankruptcy Court for the District
of Utah for permission to hire Orrick, Herrington & Sutcliffe
LLP as special counsel for matters involving the Company's
qualified pension and welfare plans and other ERISA-related
employee benefit plans and programs, as well as labor and
employment matters.

The Debtor relates that before the Petition Date, Orrick
Herrington advised and represented the Debtor in various ERISA,
employee benefits, labor, employment and employee benefit
matters.

After filing for relief under chapter 11 of the Bankruptcy Code,
the Debtor was in immediate need of Orrick Herrington's
assistance in certain matters relating to the Debtor's qualified
pension and welfare plans, and other ERISA-related employee
benefits plans and programs. Specifically, with respect to the
Debtor's 401(k) Plan, Orrick Herrington assisted the Debtor with
participant hardship withdrawal matters. With respect to the
Debtor's VEBA for its Union Employee Post-Retirement Medical
Plan, Orrick Herrington has assisted with joint trusteeship and
plan administration matters.

Orrick Herrington's professionals will bill at their customary
hourly rates:

                Partners        $400 to $500
                Associates      $300 to $400
                Paralegals      $200 to $300

Given the prior work and its familiarity with the Debtor's
labor, employment, employee benefit plans and related matters,
and given its experience and expertise in these areas, the
Debtor believes that its employment of Orrick Herrington is
appropriate, economically sound and in the best interest of its
estate.

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: Signs-Up PricewaterhouseCoopers as Tax Advisors
----------------------------------------------------------------
According to Mitchell C. Sussis, Global Crossing Ltd. and
debtor-affiliates' Corporate Secretary, since January 28, 2002,
the Debtors have retained PricewaterhouseCoopers LLP as an
ordinary course professional to perform certain tax-related
services.  However, PwC is now projected to exceed the $30,000
per month, $100,000 in-the-aggregate caps for ordinary course
professionals.

By this Application, the Debtors request that the Court enter an
order approving the retention and employment of PwC to provide
certain tax-related services to the Debtors, nunc pro tunc to
January 29, 2002, the date PwC commenced work on the Debtors'
behalf in these Chapter 11 cases.  Specifically, the Debtors
seek to retain PwC to provide the following services:

A. preparation of certain federal and state income and franchise
     tax returns, amended returns and loss or credit carrybacks,
     determination of taxable income related thereto, and
     documentation of related calculations, methodologies, and
     support thereof;

B. review and resolution of various tax notices and assessments;

C. assistance with various tax audits;

D. review of Internal Revenue Service accounts to ensure correct
     interest paid and received;

E. review of sales tax accounts and accounts payable to ensure
     appropriate credits and exemptions taken;

F. assistance with employee expatriate tax returns and related
     items;

G. miscellaneous tax consulting related to various taxes.

Mr. Sussis believes that the Tax Services to be performed by PwC
are necessary to enable the Debtors to execute their duties as
debtors and debtors in possession.  The Debtors are required by
various federal, state, and local agencies to complete tax
returns.  Failure to complete these tax returns timely could
result in tax liabilities for the Debtors and claims against
their estates.  Moreover, certain of these Tax Services to be
performed by PwC are expected to lead to tax refunds,
exemptions, and credits for the Debtors to the benefit of the
Debtors' estates, creditors, and all parties in interest.  PwC
is uniquely qualified to perform the Tax Services for the
Debtors because they have been performing these services for the
Debtors before the Debtors commenced their Chapter 11 cases, and
PwC is familiar with the Debtors' complex tax structure and tax
planning objectives.

Gregory J. Parrinello, a partner of PwC, ascertains that the
partners, managers, associates and other employees of PwC do not
have any connection with the Debtors, their creditors, or any
other party in interest, or their respective attorneys.

Subject to the Court's approval under Section 330(a) of the
Bankruptcy Code, the Debtors propose to compensate PwC on an
hourly basis at rates consistent with the rates charged by PwC
in non-bankruptcy matters of this type plus reimbursement for
expenses incurred in connection with a client's case.  The
hourly rates proposed to be charged by PwC in connection with
this representation range from:

        Partners/Directors                 $500 to $733 per hour
        Managers                           $300 to $585 per hour
        Seniors Associates/Associates      $200 to $425 per hour
        Other Personnel                    $ 92 to $161 per hour

Mr. Parrinello informs the Court that PwC is a "creditor" of the
Debtors based on tax work done prepetition.  These receivables
amount to $453,777 and are less that .5% of PwC total and net
assets and have no bearing on the services which are proposed to
be rendered.  All claim to these amounts owing to PwC for
prepetition services rendered to the Debtors are waived.  During
the 90-day period prior to the petition date, PwC received
approximately $212,000 from the Debtors for professional
services performed and expenses incurred. (Global Crossing
Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

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


GOLDMAN INDUSTRIAL: Financing Pact Extended through September 30
----------------------------------------------------------------
Goldman Industrial Group, Inc, and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to approve an
extension of the maturity date of their post-petition financing
package through September 30, 2002.  This extension,
memorialized in an Amended DIP Stipulation between the Debtors
and the Post-Petition Lenders, will provide continued liquidity
until consummation of a plan of reorganization or a sale of
substantially all of the Company's assets.

Substantially all the assets of the four Debtors (Fellows,
Bryant, Jones & Lamson and J&L Metrology Company, Inc.) have
been sold. The sale of the assets of Hill-Loma and the sale or
reorganization of Bridgeport, are currently the focus of the
Debtors' effort.

The Parties to the Amended DIP Stipulation recognize that the
Cases cannot be completed before June 30, 2002 and have
therefore agreed to extend the End Date for the Post-Petition
Financing until September 30, 2002 to insure that maximum value
is realized from the Debtors' estates.

Without the relief requested, the Debtors believe that they will
not be able to obtain financing to maintain their remaining
business operation and will be unable to preserve the value of
their assets.

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, Esq., at Greenberg Traurig, LLP represents the Debtors
in their restructuring efforts.


GOODYEAR TIRE: S&P Assigns BB+/BB-/B+ Ratings to $2 Bill. Shelf
---------------------------------------------------------------
Standard & Poor's assigned its preliminary double-'B'-plus
senior unsecured, preliminary double-'B'-minus subordinated, and
preliminary single-'B'-plus trust preferred securities ratings
to Goodyear Tire & Rubber Co.'s $2.0 billion Rule 415 shelf
registration. The preferred securities may be issued by Goodyear
Capital Trust I, Goodyear Capital Trust II, and/or Goodyear
Capital Trust III. Net proceeds from the sale of the securities
are to be used to repay outstanding debt.

At the same time, the double-'B'-plus long-term and single-'B'
short-term corporate credit ratings on the company were
affirmed. Akron, Ohio-based Goodyear is the world's largest tire
manufacturer, and has a total debt of $4.9 billion.

"Goodyear has reported very disappointing financial results in
the past three years for a number of reasons, including
competitive pricing conditions; product shortages; mix shifts;
and depressed demand in key markets," said Standard & Poor's
analyst Nancy Messer. Goodyear's inability to effectively manage
inventory levels during that time contributed to the
demand/supply problems, adverse product mix shifts, and the
resulting profit pressures.

The current ratings reflect the assumption that Goodyear will
continue to improve both its operating performance and cash
generation and that the company will maintain its commitment to
debt reduction. Although Goodyear's first quarter results fell
significantly below the expectations, the ratings incorporate an
expectation that operating performance will remain under
pressure over the near to intermediate term.

Goodyear is not expected to face near-term liquidity issues and
has recently amended its credit agreement to relax covenants.
The company is expected to remain in compliance with the revised
covenants and to maintain a sizable cushion of borrowing
capacity. In addition, Goodyear's asbestos exposure is expected
to remain manageable.


GROUP TELECOM: Leo Hindery Jr. Resigns as Board Chairman
--------------------------------------------------------
GT Group Telecom Inc. (TSE: GTG.B, GTG.A, NASDAQ: GTTLB),
Canada's largest independent, facilities-based
telecommunications provider, announced that Leo Hindery Jr. has
resigned as a director and Chairman of the Board of Directors
and member of the audit committee of the Board of the Company.

The Board has appointed Dan Milliard, Chief Executive Officer,
as the interim Chairman of the Board of Directors, and Jozef
Straus as a member of the audit committee to replace Mr.
Hindery. The Board also appointed Eric Demirian, Executive Vice
President, Corporate Development as a member of the Board.

The Company has filed a request for a hearing before the Nasdaq
Listing Qualifications Panel to appeal a Nasdaq delisting
determination. The Company received a Nasdaq Staff Determination
Letter on June 18, 2002, stating that the Company has failed to
maintain a minimum bid price of $1.00 of the Company's Class B
Non-Voting Shares, as required by Marketplace Rule 4450(a)(5).

The Company will appeal the Nasdaq Staff Determination and
request a hearing before Nasdaq's Listing Qualifications Panel.
The hearing will be scheduled within 45 days of the Company's
appeal. No date for a hearing has been set. This hearing request
will stay the delisting of the Company's stock pending a
decision by the Panel and the Company's Class B Non-voting
shares will continue to trade on the Nasdaq National Market
under the symbol "GTTLB" pending the outcome of these
proceedings.

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

For more information about Group Telecom, visit http://www.gt.ca


HA-LO: Seeking Further Exclusivity Extension Until August 14
------------------------------------------------------------
Ha-Lo Industries, Inc. and its debtor-affiliates submit an
emergency motion to the U.S. Bankruptcy Court for the Northern
District of Illinois for a fourth extension of their exclusive
periods in which to file a plan and to solicit creditors'
acceptances of that plan.

The Debtors point out to the Court that the Creditors' Committee
has consented to an extension.  The Debtors have had several
meetings with the Committee discussing the terms of a plan of
reorganization. These discussions are in their early stages but
the Committee and the Debtors believe that this will result in a
consensual plan of reorganization. Accordingly, the Debtors
request that the Court extend the Exclusive Filing Period
through August 14, 2002 and the Exclusive Solicitation Period
through October 16, 2002

The Debtors relate that in the first few months following the
commencement of these cases, they focused their resources on
stabilizing their operations and dealings with numerous critical
issues. Currently, they are focusing their resources towards
formulating and executing an aggressive and multi-faceted
program to restore the financial health of the company by
eliminating unprofitable components of the business and selling
non-core businesses. Most recently, the Debtors revised their
business model in adopting the "HALO-at-Home" program, which
dramatically alters the way in which HA-LO does business.

Ha-Lo Industries, Inc. provides full service, innovative brand
marketing in the custom and promotional products industry. The
Company filed for chapter 11 protection on July 30, 2001. Adam
G. Landis, Eric Lopez Schnabel, Mary Caloway at Klett Rooney
Lieber & Schorling represent the Debtors in their restructuring
efforts.


HAYES LEMMERZ: Has Until September 3 to Remove Pending Actions
--------------------------------------------------------------
Judge Walrath extends the period within which Hayes Lemmerz
International, Inc., and its debtor-affiliates may remove
actions pending as of the Petition Date through the later of
September 3, 2002 or 30 days after the entry of an order
terminating the automatic stay with respect to any particular
action sought to be removed. (Hayes Lemmerz Bankruptcy News,
Issue No. 13; Bankruptcy Creditors' Service, Inc., 609/392-0900)

Hayes Lemmerz Int'l Inc.'s 11.875% bonds due 2006 (HAYES1), says
DebtTraders, are quoted at a price of 67. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=HAYES1for
real-time bond pricing.


HOMELAND HOLDING: Files Joint Plan of Reorganization in Oklahoma
----------------------------------------------------------------
Homeland Holding, Corp. (OTCBB:HMLD) David B. Clark,
President/CEO of Homeland Stores, Inc. announced the filing of a
joint plan of reorganization with Associated Wholesale Grocers,
that includes the purchase of substantially all of the assets of
Homeland by AWG.

The filing was made in the United States Bankruptcy Court for
the Western District of Oklahoma and is pending approval of the
court.

The offer, valued at over $47 million is part of a plan of
reorganization, which would lead to an emergence from Chapter
11. The plan contemplates payments to secured and unsecured
creditors, however, no payments would be made for outstanding
shares of Homeland stock.

"AWG and Homeland are already business partners, which is a
major plus in putting together this opportunity," Clark said.
"AWG's involvement in our current financing arrangements has
allowed us to move in a strategic and effective manner through
the reorganization process."

AWG supplies approximately 70 percent of products sold in
Homeland stores. Headquartered in Kansas City, Kansas,
Associated Wholesale Grocers, Inc. is a 76-year old retailer
owned cooperative that supplies over 850 retail grocery stores
in ten states. AWG owns and operates a distribution center in
Oklahoma City.

Over the past ten months, Homeland has right-sized its chain to
44-stores all located in Oklahoma and implemented programs to
improve operational efficiency. As a result, the company
reported stable sales performance from its 44-store chain in the
first quarter and reported an operational profit of $685
thousand before consideration of reorganization expenses.

"We are pleased with the position of the company at this point
in our reorganization," Clark reported. "And we are encouraged
by the performance of our stores, which, we believe, bodes well
for the future of the company and led to the offer by AWG."

The company would continue to operate under the name Homeland
Stores. "This is an opportunity for AWG to purchase stores with
highly qualified and dedicated employees. I am confident that
AWG will reinvest in our operations to improve our stores
competitive position in the marketplace. For our customers and
suppliers, it will be business as usual," Clark said. "We would
like to bring this transaction to finalization as quickly as
possible," he concluded.


HOULIHAN'S: Files Plan and Disclosure Statement in Missouri
-----------------------------------------------------------
Houlihan's Restaurants, Inc. and its debtor-affiliates filed
their plan of reorganization and the accompanying disclosure
statement in the U.S. Bankruptcy Court for the Western District
of Missouri at Kansas City. Full-text copies of the documents
are available at:

   http://www.researcharchives.com/bin/download?id=020624001849

         and

   http://www.researcharchives.com/bin/download?id=020624002129

Under the Plan, the assets and liabilities of the Debtors will
be substantively consolidated.  Additionally, claims of certain
Creditors will be unimpaired by the Plan while other Claims of
Creditors will be modified in accordance with the terms of the
Plan described in this Disclosure Statement. All of the existing
Equity Interests will be canceled and terminated and holders of
Equity Interests will receive nothing under the 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.


ITC DELTACOM: Files Prepack. Chapter 11 Reorganization in Del.
--------------------------------------------------------------
ITC DeltaCom, Inc. (Nasdaq:ITCD), a provider of integrated
telecommunications and technology solutions to businesses in the
southern United States, announced that the Company and members
of an unofficial committee of holders of the Company's senior
notes and subordinated convertible notes have reached an
agreement in principle to implement a reorganization of the
Company. The members of the noteholder committee and other
noteholders that support the reorganization proposal hold in the
aggregate approximately 62% of the Company's senior notes and
approximately 74% of the Company's convertible notes.

The proposed plan of reorganization will result in the
elimination of approximately $515 million in principal amount of
the Company's senior and subordinated note debt. The
reorganization will represent a key step in positioning ITC
DeltaCom for the future by giving the Company a much improved
capital structure and liquidity position.

In order to complete the reorganization as expeditiously as
possible, the Company has filed a Chapter 11 bankruptcy petition
in the United States Bankruptcy Court for the District of
Delaware. The Chapter 11 filing includes only the parent
company, ITC DeltaCom, Inc. The Company's operating
subsidiaries, which include Interstate FiberNet, Inc. and ITC
DeltaCom Communications, Inc., are not part of the bankruptcy
proceeding.

During the reorganization process, the Company will conduct
business as usual with its customers and will continue to
provide its retail and wholesale customers with a bundle of
communications solutions and services throughout the Company's
markets. Vendors of the Company will continue to be paid in the
ordinary course and the Company's management will remain in
place.

Under the terms of the proposed plan of reorganization:

      --  All of the Company's $415 million principal amount of
senior note debt will be eliminated and the Company's senior
noteholders will receive 81.5% of the reorganized Company's
common stock.

      --  All of the Company's $100 million principal amount of
subordinated convertible note debt will be eliminated and the
Company's convertible noteholders will receive 5% of the
reorganized Company's common stock.

      --  The existing holders of the Company's common stock,
Series A preferred stock and Series B preferred stock
collectively will receive a total of 1% of the reorganized
Company's common stock.

      --  Campbell B. Lanier, III, a director and current
stockholder, and SCANA Corporation, a current stockholder, each
have agreed to purchase $15 million of a new issue of the
reorganized Company's convertible preferred stock. The preferred
stock will be convertible into a total of 10.5% of the
reorganized Company's common stock, and the purchasers also will
receive warrants to purchase up to an additional 2% of the
reorganized Company's common stock. In consideration for making
this financing commitment, Mr. Lanier and SCANA will receive
shares of common stock representing 2% of the reorganized
Company's common stock. Mr. Lanier has the right to assign any
portion of his purchase commitment, subject to specified
conditions.

      --  The Company will make a rights offering to its existing
common and preferred stockholders. In the rights offering, these
holders will be entitled to purchase on a pro rata basis, up to
a specified amount, the convertible preferred stock and warrants
that Mr. Lanier and SCANA have agreed to purchase. The purchase
commitments of Mr. Lanier and SCANA will be proportionately
reduced by any purchases made in the rights offering.

      --  Assuming repayment of certain capital lease
obligations, the Company expects that its total indebtedness
will be reduced from approximately $724 million at March 31,
2002 to approximately $194 million of indebtedness under its
senior credit facility and capital leases. As a result, the
Company also estimates that its 2002 annual interest expense on
a pro forma basis will decrease from approximately $55 million
to between approximately $11 million and $13 million.

The foregoing percentages of the reorganized Company's common
stock to be received by current security holders give effect to
the conversion of the new convertible preferred stock.

Certain holders of the reorganized Company's equity securities
will be entitled to registration rights with respect to their
shares.

Additional terms of the proposed plan of reorganization include
the following:

      --  The board of directors of the reorganized Company will
initially be composed of seven members. Larry F. Williams will
continue to serve as Chairman of the Board and the existing
noteholders will be entitled to designate a total of four board
members, two of whom will be independent directors. Holders of
the Series A preferred stock will be entitled to designate the
remaining two directors to the reorganized Company's board.

      --  The Company's existing senior management team, led by
Chief Executive Officer Larry F. Williams, will remain in place.
The Company has approximately $23.2 million in cash currently
available as of the date of the filing. Based on such cash
availability, the Company does not currently require and does
not expect to obtain debtor-in-possession financing.

The implementation of the pre-negotiated plan of reorganization
is dependent upon a number of conditions typical in similar
reorganizations including, among other things, bankruptcy court
approval of the pre-negotiated plan of reorganization and
related solicitation materials. Additional terms and conditions
of the reorganization plan will be outlined in a disclosure
statement which will be sent to security holders entitled to
vote on the plan of reorganization after it is approved by the
bankruptcy court.

The Company's common stock is currently listed on the Nasdaq
National Market. In accordance with policies of the Nasdaq Stock
Market, the common stock may be subject to delisting as a result
of the filing. The proposed plan of reorganization will require
the Company to use its best efforts to list the new common stock
on the Nasdaq National Market or another registered securities
exchange upon consummation of the reorganization.


ITC DELTACOM: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: ITC DeltaCom, Inc.
         1791 O.G. Skinner Drive
         West Point, GA 31833

Bankruptcy Case No.: 02-11848

Type of Business: The Debtor is an exempt telecommunications
                   company and a holding company. The Debtor
                   directly owns 100% of the stock of Interstate
                   FiberNet, Inc., and directly owns, through
                   its ownership of Interstate, 100% of the
                   common stock of ITC DeltaCom Comunications,
                   Inc. Additionally, the Debtor indirectly
                   owns, through its ownership interest in
                   ITC Communications, 100% of the common stock
                   of DeltaCom Information Systems, Inc.

Chapter 11 Petition Date: June 25, 2002

Court: District of Delaware (Delaware)

Debtors' Counsel: Rebecca L. Booth, Esq.
                   Mark D. Collins, Esq.
                   Richards, Layton & Finger, P.A.
                   One Rodney Square
                   P. O. Box 551
                   Wilmington, DE 19899
                   302-651-7700
                   Fax : 302-651-7701

                      and

                   Martin N. Flics, Esq.
                   Roland Young, Esq.
                   Latham & Watkins
                   885 Third Avenue
                   Suite 1000
                   New York, NY 10022

Total Assets: $444,891,574

Total Debts: $532,381,977

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Appaloosa Investment LP    Bond Debt               $98,232,000
Ronald Goldstein
26 Main Street, 1st Floor
Chatham, NJ 07928
Phone: 973-701-7000

Bear Stearns & Co.         Bond Debt               $53,865,000
Warren Spector
383 Madison Avenue
New York, NY 10179
Phone: 212-272-2000

Dresdner Kleinwart         Bond Debt               $33,070,000
  WassersteinGranchester
Lawrence McCarthy
1301 Avenue of the Americas
New York, NY 10019
Phone: 212-969-7900

Merill Lynch/Debt          Bond Debt               $26,018,000
  Securities
Clare Schiedermayer
4 World Financial Center
New York, NY 10080
Phone: 212-449-1000

David L. Babson & Co.      Bond Debt               $25,005,000
  Inc.
Bill Jefferis
1500 Main Street
Springfield, MA 01115
Phone: 413-226-1618

Wellington Management      Bond Debt               $23,453,000
  Company, LLP
Samuel Singer
75 State Street
Boston, MA 02109
Phone: 617-951-5895

MFS Investment             Bond Debt               $18,200,000
  Management, LLC
David Cobey
MFS Service Center
PO Box 2281
Boston, MA 02107-9906
Phone: 617-954-5975

Provident Investment       Bond Debt               $14,650,000
  Management, LLC
Ben Miller
One Fountain Square - 6N
Chattanooga, TN 37402
Phone: 423-755-3362

First Union National       Bond Debt               $13,243,000
  Bank
Ben May
8739 Research Drive
Charlotte, NC 28262
Phone: 704-593-7531

MetLife, Inc.              Bond Debt               $13,160,000
Frank Monfalcone
334 Madison Avenue
PO Box 633
Convent Station, NJ 07961
Phone: 973-254-3228

Sandler Associates LP      Bond Debt               $11,000,000
Andrew Sandler
780 Third Avenue
New York, NY 10017
Phone: 212-486-7300

Bank of Montreal            Bond Debt              $10,500,000
  Investments
Steve Dondero
430 Park Avenue
New York, NY 10022
Phone: 212-702-1227

Burton Partners LP         Bond Debt               $10,000,000
Donald Burton
614 W. Bay Street
Tampa, FL 33606
Phone: 813-253-2500

First Union Securities     Bond Debt                $9,946,000
Ben May
8739 Research Drive
Charlotte, NC 28262
Phone: 704-593-7531

New York Life Insurance    Bond Debt                $9,700,000
Joseph Hynes
51 Madison Avenue
New York, NY 10010
Phone: 212-576-7000

Allianz of America Inc.    Bond Debt                $9,030,000
Gary Brown
PO Box 5160
Westport, CT 06881
Phone: 230-221-8500

Whitney (JH) & Company     Bond Debt                $8,850,000
James Kastberg
750 Lexington Avenue
New York, NY 10022
Phone: 212-835-1900

ING Aeltus Investment      Bond Debt                $8,770,000
  Management  Inc.
Donald Clark
10 State House Square
hartford, CT 06103
Phone: 860-275-3693

Sankaty Advisors           Bond Debt                $8,500,000
Tim Barns
111 Huntington Avenue
Boston, MA 02199
Phone: 617-516-2712

Merrill Lynch Asset        Bond Debt                $8,250,000
  Management
Ken Jacobs
800 Scudder Mill Road
Plainsboro, NJ 08636
Phone: 609-282-2276


IMPROVENET INC: Begins Asset Liquidation While Mulling Options
--------------------------------------------------------------
ImproveNet Inc., (OTCBB:IMPV) will begin the process of
liquidating certain assets while it continues to review
strategic alternatives.

The Board of Directors has directed the officers of the Company
to solicit stockholder approval for dissolution. No timing for
such a vote has been determined. There are currently no plans to
file for bankruptcy protection.

The Company continues to operate. The Web sites
http://www.ImproveNet.comand http://www.ImproveNetPRO.com as
well as services such as Find-A-Contractor, remain active until
further notice. There is no change in status among the employees
who remained with ImproveNet after the staff reductions of June
7, 2002. Ron Cooper, who stepped down as CEO on June 13, remains
Chairman of the Board.

ImproveNet Inc., provides residential remodeling solutions for
homeowners, professionals and suppliers. ImproveNet's "Find-A-
Contractor" service matches homeowners' remodeling needs with
local, available pre-screened contractors. Premiere Services
include ImproveNet Contracting remodeling, as well as Installed
Sales support for retailers. Marketing Services include Smart
LeadsT direct marketing and online advertising. ImproveNet's Web
site provides more than 60,000 pages of remodeling advice,
design ideas, product information, and budgeting tools. For more
information, visit http://www.ImproveNet.com
http://www.ImproveNetContracting.comor call 800/437-0473.


INTEGRATED TELECOM: Will Send Shareholders a Liquidation Plan
-------------------------------------------------------------
Integrated Telecom Express, Inc. (ITeX; Nasdaq: ITXI), reported
that, as expected, the Securities and Exchange Commission has
responded with comments to the proxy statement that the Company
filed on May 17, 2002. ITeX anticipates responding to the SEC's
comments within the next several days.

Upon approval from the SEC, the Company will submit a final
proxy statement, including a plan of complete liquidation and
dissolution, to its stockholders for approval at a special
meeting to be held in mid August.

Integrated Telecom Express, Inc., headquartered in San Jose,
California, designs, manufactures and markets ADSL integrated
circuits and software solutions. ITeX products include analog
and digital semiconductor devices with operating system drivers
and network protocol software. ITeX is a contributing member of
the standards bodies including DSL Forum, OpenDSL, ITU and T1E1.
ITeX is also a member of the University of New Hampshire
InterOperability Laboratory (UNH-IOL), where it has demonstrated
interoperability with equipment from all major Digital
Subscriber Line Access Multiplexer (DSLAM) vendors. Further
information about ITeX is available at http://www.itexinc.com


KASPER A.S.L.: Lonestar Partners Discloses 9.9% Equity Stake
------------------------------------------------------------
Lonestar Partners, L.P., is a Delaware corporation, with its
principal business offices located in Houston, Texas. Lonestar
is a private investment fund engaged in the purchase and sale of
securities for investment purposes, and beneficially owns
674,000 shares, or 9.9% of the outstanding common stock shares
of Kasper A.S.L.' Ltd.  Lonestar has sole voting power and sole
dispositive power for all the reported shares.

Lonestar is currently examining its options with respect to the
possibility of taking actions that it believes will maximize
shareholders' recovery in the Company's Chapter 11 case, In Re
Kasper A.S.L., Ltd., No. 02-10497 (ALG), filed in the United
States Bankruptcy Court for the Southern District of New York on
February 5, 2002, including actively participating in the
Chapter 11 Case.

Lonestar Partners, L.P. indicates that it reserves the right to
take any and all actions that it  may deem appropriate to
maximize the value of its investments, including, amongst other
things, (a) purchasing or otherwise acquiring additional
securities of the Company, (b) selling or otherwise
disposing of any securities of the Company owned by it, in each
case in the open market or in privately negotiated transactions,
or (c) formulating other plans or proposals regarding the
Company or its securities to the extent deemed advisable by it
in light of its general investment policies, market conditions,
subsequent developments affecting the Company and the general
business and future prospects of the Company.

The following table details Lonestar's purchase of shares
effected during the past 60 days:

Date Of Transaction  Number Of Shares Purchased  Price Per Share
-------------------  --------------------------  ---------------
May 30, 2002                 50,000                  $0.01
May 31, 2002                275,000                  $0.03
June 3, 2002                275,000                  $0.05
June 4, 2002                 34,000                  $0.06
June 6, 2002                 40,000                  $0.08

The Debtors are one of the leading women's branded apparel
companies in the United States. They design, market, source,
manufacture and distribute women's career and special-occasion
suits, sportswear and dresses. In addition, they license various
products under many of the Brands including, but not limited to,
women's watches, jewelry, handbags, small leather goods,
footwear, coats, eyewear and swimwear, as well as men's suits
and dress furnishings.


L-3 COMMS: S&P Ratchets Corporate Credit Rating Up One Notch
------------------------------------------------------------
Standard & Poor's raised its corporate credit rating on New
York, New York-based L-3 Communications Corp. to double-'B'-plus
from double-'B' after the defense company announced that it had
priced its offering of 14 million shares of common stock. At the
same time, Standard & Poor's raised its rating on L-3
Communications' senior subordinated debt to double-'B'-minus
from single-'B'-plus. The ratings were removed from CreditWatch,
where they were placed on June 6, 2002. The outlook is stable.
"The estimated $880 million net proceeds from the sale
(including the likely exercise of a 15% overallotment option),
plus a concurrent private placement of $750 million in
subordinated notes, are expected to be used to refinance and pay
down debt related to the company's recent $1.1 billion purchase
of Raytheon Corp.'s Aircraft Integration Services (AIS)
division, improving the company's financial profile," said
Standard & Poor's credit analyst Christopher DeNicolo. L-3
Communications' total debt to equity will decline to under 50%
after the securities sale and debt repayment, from over 65% at
March 31, 2002.

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

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

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

L-3 Communications' satisfactory financial profile, bolstered by
the recent equity offering, will allow the company to continue
to pursue moderate-sized (less than $1 billion) debt-financed
acquisitions. Revenue and profit growth is expected to continue
due to further acquisitions and increased defense spending.


MAGELLAN HEALTH: S&P Hatchets Counterparty Credit Rating to B
-------------------------------------------------------------
Standard & Poor's said it lowered its counterparty credit rating
on Magellan Health Services, Inc. (Magellan) to single-'B' from
single-'B'-plus. It also said it lowered other ratings on the
company's debt issues and placed all ratings on CreditWatch with
negative implications because of declining operating
performance, high leverage and problematical liquidity.

"Loans under the bank credit agreement are guaranteed by all of
Magellan's important subsidiaries and, in addition, are secured
by Magellan's stock in those subsidiaries. The senior notes do
not enjoy this protection," observed credit analyst Charles
Titterton. "Nevertheless," he explained, "Standard & Poor's
rates both issues the same because it gauges the probability of
default to be identical in both instruments and believes that,
in case of default, the banks' ability to recover all their
principal (the criterion for differentiated ratings) is
uncertain."

Management has embarked on initiatives designed to improve
Magellan's liquidity position. Standard & Poor's will monitor
these initiatives. If, in a reasonably short period of time, it
becomes apparent that they will be implemented in a way Standard
& Poor's believes will make the company's current position more
stable, and if results of operations warrant, the ratings will
be removed from CreditWatch. If, however, they are not
implemented, or if Standard & Poor's believes that they do not
address the liquidity concern sufficiently, the ratings will be
lowered further.


MCDERMOTT: Revises Earnings Guidance After Investment Write-Off
---------------------------------------------------------------
McDermott International, Inc. (NYSE:MDR) is issuing earnings
guidance for the quarter ending June 30, 2002 and revising its
guidance for the full year of 2002. Earnings per share for the
quarter ended June 30, 2002, are expected to be a loss of
approximately $3.82 per share. Of this amount, approximately
$3.65 per share relates to the write off of its investment in
The Babcock & Wilcox Company and other related assets. This non-
cash charge is precipitated by a combination of factors
including primarily the current inability to reach a
satisfactory settlement with the asbestos claimants in the B&W
Chapter 11 proceeding. In spite of B&W's filing of an amended
plan of reorganization in May, 2002, wherein the equity and cash
flow of B&W are put at risk for an extended period of time
during the planned asbestos claims handling process, the effect
of which would deprive the Company of the B&W cash flow for this
extended period, we have not been able to reach an amicable
resolution with the asbestos claimants. Further, B&W expects the
asbestos claimants to file a competing plan of reorganization in
July, which may seek an expedited estimation of B&W's asbestos
liabilities, without a full adjudication of B&W's defenses,
followed by a transfer of B&W's equity value to a trust, with a
continuing pursuit of other claims including those relating to
the 1998 reorganization. Should this occur, B&W will vigorously
oppose any such effort of the asbestos claimants. In addition,
B&W will continue to press the confirmation of its Plan of
Reorganization, which provides for compensation for those truly
impaired claimants who show an exposure to asbestos insulating
B&W boilers, but rejects the claims of unimpaired claimants and
those with no exposure to asbestos insulating B&W boilers. As to
this write-off, Bruce Wilkinson noted that "although we are
still optimistic that an acceptable conclusion to the B&W
Chapter 11 can be achieved, we now feel that the uncertainties
surrounding this proceeding necessitate our write-off of the
Company's investment in B&W."

Additionally, the Company's marine construction services
subsidiary, J. Ray McDermott, S.A., expects to incur additional
charges in the quarter ending June 30, 2002 of approximately $35
million relating to cost overruns on its EPIC Spar projects,
principally the Medusa project. These cost overruns relate
primarily to additional costs arising from design delays and
changes on this first of a kind project, productivity losses
arising from these design delays and changes, productivity
losses from the start-up of previously dormant fabrication
yards, and schedule delays resulting from these factors. These
additional charges will involve cash outlays that will
negatively impact the Company's liquidity and available capital
resources, which issues are being addressed by the Company.

"We continue to be extremely disappointed in JRM's performance
on the Medusa project and have conducted an extensive review of
the causes of these overruns, available remedies for these
problems, and their financial impacts," commented Mr. Wilkinson.

Mr. Wilkinson also noted that a new project management structure
has been implemented which is expected to support the currently
scheduled completion of all EPIC Spar projects. We will continue
to monitor and evaluate all possible risks related to these
projects.

As a result of the second quarter charges, earnings per share
for the full year of 2002, are now expected to be a loss in the
range of $3.25 to $3.35 per share.

McDermott also announces the retirement of Robert (Bobby) H.
Rawle, JRM's President and Chief Operating Officer, effective
June 30, 2002. Bruce W. Wilkinson, Chairman and Chief Executive
Officer of McDermott International, Inc., will assume the
additional responsibilities of President and Chief Operating
Officer of JRM. A newly created position of Executive Vice
President of Operations of JRM will be filled immediately by
Rickey Oehrlein who is currently a JRM Senior Vice President.
All operating activities of JRM will report to Mr. Oehrlein, who
in turn will report to Mr. Wilkinson.

"All of us at McDermott appreciate the significant contribution
Bobby has made at J. Ray during his 24 year career. We wish him
well in his future endeavors," said Bruce Wilkinson. "With
Rickey's 30 plus years of operating experience in all facets of
J. Ray's business, he is the ideal candidate to help me manage
J. Ray's operations during this period of transition."

McDermott expects to release second quarter earnings on August
8, 2002 and hold an analyst call on that date.

McDermott International, Inc. is a leading worldwide energy
services company. The Company's subsidiaries manufacture steam-
generating equipment, environmental equipment, and products for
the U.S. government. They also provide design, engineering,
fabrication and installation services to the oil and natural gas
industries for offshore production facilities and pipelines.

As reported in Troubled Company Reporter's June 12, 2002
edition, Standard & Poor's affirmed its B Corporate Credit
Rating.


METALS USA: Wins Nod to Sell Harris County Warehouse for $1MM+
--------------------------------------------------------------
Judge Greendyke approves the Clay Sales Contract and allows
Metals USA, Inc. to sell the 2900 Patio Property free and clear
of all liens, claims and encumbrances.  The Debtors are also
directed to promptly pay the net proceeds of the sale to any
holders of valid interests in the property.

The property is currently owned by Debtor Texas Aluminum
Industries Inc.

A Commercial Contract of Sale was executed effective April 19,
2002, by Texas Aluminum Industries, Inc. as seller and by Clay
Development and Construction Co. as buyer.  In summary, the
terms of the contract include:

A. Property to be purchased: The 2900 Patio Property includes
     approximately 3.6819 acres of real property owned by debtor
     company Texas Aluminum Industries, Inc. located at 2900
     Patio Drive, Houston, Harris County, Texas.

B. Proposed Buyer: Clay Development and Construction Co.

C. Purchase Price: $1,100,000 in cash at closing.

D. Broker Commissions: The broker's commission is 6% of the
     first $500,000 of the Purchase Price and 3% of the balance
     of the Purchase Price, to be divided equally between
     Principal Broker and Cooperating Broker. This fee will be
     earned upon final closing of the contract and will be paid
     at closing.  Normal commission is six percent. (Metals USA
     Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
     Service, Inc., 609/392-0900)


MICROFORUM INC: Creditors Approve Plan of Arrangement in Canada
---------------------------------------------------------------
Microforum Inc. (TSE: MCF) said that its secured and unsecured
creditors have each separately approved of its Plan of
Compromise or Arrangement at meetings held on June 25, 2002 at
10:00 a.m. and 12:00 p.m., respectively, pursuant to its
proceedings under the Companies' Creditors Arrangement Act
(Canada).

In accordance with its Plan, unsecured creditors of Microforum
with proven claims will receive 50% of the value of their claim
in cash and secured creditors of Microforum with proven claims
will receive 100% of the value of their claim up to $25,000 in
cash and 50% of the value of their claim in excess of $25,000.

This creditors approval is subject to receipt of a sanction
order from the Ontario Superior Court of Justice and the passing
of a 21-day stay of proceedings period. The Sanction Order has
been scheduled by the CCAA Court on July 5, 2002.

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

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


NATIONSRENT INC: Overview & Summary of Proposed Chapter 11 Plan
---------------------------------------------------------------
NationsRent Inc., and debtor-affiliates propose their joint plan
of reorganization for the resolution of the outstanding claims
against and equity interests in the Debtors.  The Plan provides
that holders of Allowed Claims in certain Classes will be
entitled to distributions of cash, New Common Stock, Warrants
and New Medium Term Notes.  The Plan also provides that the
holders of certain Allowed Secured Claims will have their Claims
paid in full in cash or secured promissory notes, satisfied by
the return of the applicable collateral or Reinstated, at the
option of the Debtors or, in the case of the Bank Loan Claims
under the Prepetition Credit Facility, satisfied by the
distribution to each holder of Allowed Bank Loan Claims of its
Pro Rata share of:

A. $196,700,000 in cash, which includes $47,500,000 distributed
    prior to the Effective Date as adequate protection payments;

B. 100% of the New Common Stock, subject to dilution through the
    issuance of stock under the Senior Management Incentive
    Program and the issuance of stock upon exercise of the
    Warrants; and,

C. $150,000,000 in New Medium Term Notes.

In addition, any Allowed Deficiency Claims of the holders of
Allowed Secured Claims or Allowed Bank Loan Claims will be
entitled to treatment as Allowed General Unsecured Claims.  The
Plan also provides that each holder of an Allowed General
Unsecured Claim will receive its Pro Rata share of the Warrants.

The Debtors expect the Effective Date to occur on December 31,
2002.  There can be no assurance, however, if or when the
Effective Date will actually occur.

Accordingly, on the Effective Date, the Reorganized Debtors are
authorized to execute and deliver those documents necessary or
appropriate to obtain the Exit Financing Facility.  All cash
necessary for the Reorganized Debtors to make payments pursuant
to the Plan will be obtained from the Reorganized Debtors' cash
balances and operations and the Exit Financing Facility.  The
Debtors currently contemplate that their Exit Financing Facility
will consist of a $300,000,000 term loan and a $200,000,000
revolving credit facility of which only $100,000,000 will be
available as of the Effective Date.  Cash payments to be made
pursuant to the Plan will be made by Reorganized NationsRent.
This is provided, however, that the Debtors and the Reorganized
Debtors will be entitled to transfer funds between and among
themselves as they determine to be necessary or appropriate to
enable Reorganized NationsRent to satisfy their obligations
under the Plan.  Any Inter-company Claims resulting from these
transfers will be accounted for and settled in accordance with
the Debtors' historical inter-company account settlement
practices.

The Debtors intend that a Reorganized NationsRent will own,
either directly or indirectly through subsidiaries, all of the
assets currently owned by NationsRent and its Debtor
Subsidiaries.  Nevertheless, on or after the Confirmation Date,
the applicable Debtors or Reorganized Debtors may enter into
Restructuring Transactions and may take those actions as may be
necessary or appropriate to effect a corporate restructuring of
their respective businesses or simplify the overall corporate
structure of the Reorganized Debtors.  That restructuring may
include one or more mergers, consolidations, restructurings,
dispositions, liquidations or dissolutions, as may be determined
by the Debtors or the Reorganized Debtors to be necessary or
appropriate.

As successor to the Debtors, the Reorganized Debtors will
continue to operate the existing business of the Debtors
following the Effective Date.  The Reorganized Debtors will
continue to rent and sell a wide variety of construction
equipment and sell parts, supplies and merchandise to customers
in conjunction with the equipment rentals and sales.  As of the
Effective Date, the Reorganized Debtors anticipate having
approximately 3400 employees.  The Reorganized Debtors will
maintain their headquarters and regional office in Fort
Lauderdale and regional offices in Fort Worth and Columbus.
(NationsRent Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that NationsRent Inc.'s 10.375% bonds due
2008 (NATRENT) are quoted at a price of 1. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NATRENTfor
real-time bond pricing.


NEON COMMS: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: NEON Communications, Inc.
              2200 West Park Drive
              Westborough, MA 01581

Bankruptcy Case No.: 02-11846

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      NEON Optica, Inc.                          02-11847

Type of Business: Owns certain rights to fiber and all of the
                   outstanding stock of NEON Optica, Inc., which
                   owns and operates a fiber optic network
                   offering the following services: transport,
                   lambda managed wavelength services, access,
                   dark fiber, collocation, SONET virtual
                   private network services, network control
                   center services and private optical network.

Chapter 11 Petition Date: June 25, 2002

Court: District of Delaware (Delaware)

Debtors' Counsel: David B. Stratton, Esq.
                   Pepper Hamilton LLP
                   1201 N. Market Street, Suite 1600
                   Wilmington, DE 19801
                   302 777-6500
                   Fax : 302-656-8865

                      and

                   Madlyn Gleich Primoff, Esq.
                   Richard Bernard, Esq.
                   Paul, Hastings, Janosfsky & Walker LLP
                   75 East 55th Street
                   New York, NY 10022
                   Tel: (212) 318-6000

Total Assets: $55,398,648

Total Debts: $19,664,234

Debtor's 19 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
US Bank Corporate Trust    Note                   $182,868,750
  Services
Richard Prokosch
180 East Fifth Street
St Paul, MN 55101
Tel: 651-244-0721

Mackay Shields LLC         Note                    $90,000,000
Dan Morgan
9 West 57th Street
New York, NY 10019

Lampe, Conway & Co. LLC    Note                    $20,345,000
Steve Lampe
730 Fifth Avenue, Suite 2102
New York, NY 10019-4102

Romulus Holdings, Inc.     Note                    $19,700,000
Gary Singer
560 Sylvan Avenue
Englewood Cliffs, NJ 07632
Tel: 201-568-2224

Lutheran Brotherhood High  Note                    $11,000,000
  Yield Fund
Paul Kern
625 Fourth Avenue S.
Minneapolis, MN 55415
Tel: 612-340-8492

LB Series Fund, Inc. -     Note                     $5,000,000
  High Yield
Paul Kern
625 Fourth Avenue S.
Minneapolis, MN 55415
Tel: 612-340-8492

Level 3 Communications     Trade Debt               $2,486,127
Frank Castro
Department #182
Denver, CO 80291-0182
Tel: 877-453-8253

Qwest Network Const. Svc   Trade Debt                 $550,200
Debra Cummins
PO Box 224711
Dallas, TX 75222
Tel: 303-445-7029

Metromedia Fiber Network   Trade Debt                 $528,593
360 Hamilton Avenue
7th Floor
White Plains, NY 10601
Tel: 914-421-6700

NSTAR Comm Inc.            Trade Debt                 $345,978
PO Box 990106
Boston, MA 02199
Tel: 617-424-3630

Hale and Dorr LLP          Trade Debt                 $235,471

32 SIXTH AVENUE            Trade Debt                 $201,989

Rousseau Brothers Inc.     Trade Debt                 $134,025

Verizon                    Trade Debt                 $161,154

The O'Brien Group Inc.     Trade Debt                 $150,000

Verizon                    Trade Debt                 $146,856

Holder(s) of Nortel        Note                        Unknown
  Note(1)

Bay Harbour Management     Note
Peter Wainman
855 Third Avenue, 34th Floor
New York, NY 1022

Commonwealth Advisors      Note
Walter Morales
247 Florida Street
Baton Rouge, LA 70801


NETIA HOLDINGS: Creditors Accept Arrangement Plan for Subsidiary
----------------------------------------------------------------
Netia Holdings S.A. (NASDAQ:NTIAQ)(WSE:NET), Poland's largest
alternative provider of fixed-line telecommunications services,
announced that the majority of creditors of Netia Telekom S.A.,
one of its subsidiaries, representing over 98% of total value of
claims voted on June 24, 2002 in favor of the arrangement plan
submitted to the court in Warsaw.

The arrangement plan for Netia Telekom S.A. is currently
awaiting the required approval by the court, which is expected
to be issued on June 25, 2002.

As previously announced, filings for the opening of arrangement
proceedings and approval of the arrangement plans were also made
by Netia Holdings S.A. and another of its subsidiaries, Netia
South Sp. z o.o., all in connection with Netia's debt
restructuring pursuant to the Restructuring Agreement signed on
March 5, 2002. Voting by creditors is scheduled for Netia
Holdings S.A. on June 28, 2002; the date for voting of creditors
of Netia South has not yet been set.

Detailed conditions of the arrangement plan for Netia Telekom
S.A. accepted Monday are as follows:

      1. 91.3 % of the debts subject to the arrangement plan will
be written off;

      2. Creditors will be repaid in annual installments;

      3. Installment obligations will be denominated in Polish
zloty, will be zero coupon and shall be payable on the last day
of each consecutive calendar year during the period when the
arrangement plan is in force:

           a) The first installment payable on December 31, 2007
              shall be equal to 8.5% of the reduced claims
              subject to the arrangement;

           b) The second installment payable on December 31, 2008
              shall be equal to 8.5% of the reduced claims
              subject to the arrangement plan;

           c) The third installment payable on December 31, 2009
              shall be equal to 17% of the reduced claims subject
              to the arrangement plan;

           d) The fourth installment payable on December 31, 2010
              shall be equal to 17% of the reduced claims subject
              to the arrangement plan;

           e) The fifth installment payable on December 31, 2011
              shall be equal to 24.5% of the reduced claims
              subject to the arrangement plan; and

           f) The sixth installment payable on December 31, 2012
              shall be equal to 24.5% of the reduced claims
              subject to the arrangement plan.

      4. Minor creditors' claims will be repaid in full
commencing on the date when the decision becomes non-appealable,
and thereafter on the due dates of respective claims. A minor
claim shall be defined as any claim of not more than PLN
3,000,000 inclusive, in compliance with an approved list of
receivables; and

      5. The obligations under the arrangement plan will not be
secured by any form of security interest.

Netia Holdings SA's 13.5% bonds due 2009 (NETH09PON2) are
trading at about 18, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NETH09PON2
for real-time bond pricing.


ONSITE ACCESS: Taps Peisner Johnson as Tax Consultants
------------------------------------------------------
Onsite Access Inc. and its debtor-affiliates ask for permission
from the U.S. Bankruptcy Court for the Southern District of New
York to employ and retain Peisner Johnson & Company LLP as their
special Tax Consultants.

The Debtors tell the Court that they need Peisner Johnson to
identify and assist them in obtaining tax refunds on tax credits
or assessment reduction that will result in lower taxes,
interests or penalties relating to state and local sales, use
and excise taxes. Peisner Johnson will also prepare and file any
claims for refunds in the Debtors' behalf.

Peisner Johnson has offered to provide special tax consulting
services to the Debtors in connection with reviewing and
evaluating the Debtors' books and records to identify potential
refunds relating to federal, states and local sales, use and
excise taxes.

The services that Peisner Johnson will perform in connection
with this employment include:

      a) conducting a detailed review and analysis of the
         Debtors' books and records, to investigate, prepare and
         file any claims;

      b) scanning invoices and other documents that may qualify
         for a tax refund;

      c) researching the applicable issues and schedules
         qualifying for refunds and provide the Debtors with a
         detailed report of all areas of all state and federal
         relief, along with the documentation in support of its
         position;

      d) upon the Debtors' approval, filing the appropriate
         refund, claims or use, excise or similar tax returns as
         necessary; and

      e) performing any other related services requested by the
         Debtors in this regard.

In exchange for Peisner Johnson's services, the Debtors will pay
40% of any refunds identified by Peisner Johnson and recovered
by the Debtors.

OnSite Access, Inc., a broadband telecommunications network
provider of data, voice and enhanced services to small and
medium-sized businesses, sought chapter 11 protection on May 16,
2001 in the U.S. Bankruptcy Court for the Southern District of
New York.  Frank A. Oswald, Esq., at Togut Segal & Segal LLP, in
New York, New York, represents the firm in its reorganization
efforts.


OPTICAL CABLE: Board of Directors Approves Reverse Stock Split
--------------------------------------------------------------
Optical Cable Corporation (Nasdaq: OCCF) announced that its
Board of Directors has approved an 1-for-8 reverse stock split
and a reduction in the number of authorized shares of the
Company's common stock from 100 million to 50 million. Under
Virginia law, such actions require an amendment of the Company's
articles of incorporation that must be approved by both the
Board of Directors and the shareholders. Currently, Optical
Cable has approximately 55.4 million shares of common stock
issued and outstanding.

The shareholders will approve or reject the reverse stock split
and authorized share reduction at a special meeting of the
shareholders currently scheduled for July 30, 2002. If approved,
and subject to the discretion of the Board of Directors, the
reverse stock split and authorized share reduction will be
effected shortly after the shareholders' meeting. In the event
the reverse stock split and the authorized share reduction are
effected, the number of shares held by each shareholder and the
total number of outstanding shares would be reduced
proportionately and the Company's authorized common stock shall
be reduced to 50 million shares.

Optical Cable previously announced that it had received
notification from Nasdaq regarding the Company's noncompliance
with the listing requirements for the Nasdaq National Market,
where the Company's common stock is presently traded. The Nasdaq
notice stated that Optical Cable's common stock failed to meet
the minimum $1.00 per share trading price requirement for
continued inclusion under Marketplace Rule 4450(a)(5). The
Company has until August 13, 2002 to regain compliance or risk
being delisted. In order to regain compliance either the
Company's common stock must close at $1.00 per share or more for
a minimum of 10 consecutive trading days prior to August 13, or
the Company must otherwise obtain approval from Nasdaq.

The Board of Directors believes that the current per share price
of Optical Cable's common stock may limit its marketability and
liquidity. Many brokerage firms and institutional investors are
reluctant to recommend lower- priced stocks to their clients or
to hold them in their own portfolios. In addition, without a
reverse stock split, it is more likely that Optical Cable will
not satisfy the requirements for continued listing on the Nasdaq
National Market which could reduce the marketability and
liquidity of the Company's common stock.

"Since the end of September 2001, the number of shares of
Optical Cable common stock in the public float increased
substantially as many of the personally-held shares of our
former Chairman, CEO & President, Robert Kopstein, were sold by
various brokerage firms to satisfy Mr. Kopstein's personal
margin debt. The result has been an excessive number of shares
of Optical Cable common stock in the public float," stated Neil
Wilkin, President & Chief Financial Officer. "Effecting a
reverse stock split will reduce the number of shares in the
public float to a more appropriate level, and we believe it will
also increase our common stock's price per share well above the
minimum required for us to maintain our listing on the Nasdaq
National Market," Mr. Wilkin added.

Optical Cable Corporation manufactures and markets a broad range
of fiber optic cables for high bandwidth transmission of data,
video, and audio communications over short to moderate
distances. Optical Cable Corporation's cables can be used both
indoors and outdoors and utilize a tight-buffer coating process
that protects the optical fiber.

Further information on Optical Cable Corporation is available
through its Web site on the World Wide Web at
http://www.occfiber.com


OWOSSO CORP: Auditors Doubt Ability to Continue Operations
----------------------------------------------------------
In 1998, Owosso Corporation formulated a long-term plan to
concentrate on value-added components for industry. In
connection with its implementation of that plan, the Company
began a series of divestitures beginning with the sale of the
four businesses comprising its former Agricultural Equipment
segment. The sale of the last of those businesses was completed
in January 2001 with the divestiture of Sooner Trailer
Manufacturing Company. During that time, however, the Company
experienced a significant downturn in its operating results and
at the end of fiscal 2000 was out of compliance with covenants
under its revolving credit facility.

In February 2001, the Company entered into an amendment to its
revolving credit facility agreement, wherein the lenders agreed
to forbear from exercising their rights and remedies under the
facility in connection with such non-compliance until February
15, 2002, at which time the facility was to mature. In February
2002, the Company entered into a further amendment to the
facility which extends the maturity date to December 31, 2002.
The amendment calls for further reductions in the outstanding
balance, based on expected future asset sales, and increases the
interest rate charged. The Company's recurring losses from
operations, working capital deficiencies, default under its debt
agreements and inability to comply with debt covenants raise
substantial doubt about its ability to continue as a going
concern.

Net sales for the second quarter of 2002 decreased 23.1%, or
$3.3 million, to $11.1 million, as compared to net sales of 14.4
million in the prior year quarter. Net sales from Motors, the
Company's only remaining segment, decreased 18.7% to $11.1
million in 2002, from 13.7 million in 2001. Although improved
over the first quarter of fiscal 2002, the general economic
slowdown continued to effect the Company's primary markets,
particularly the heavy truck and recreational vehicle markets.
Pricing pressures and increased Pacific Rim competition in the
healthcare market also continues to adversely affect the
Company's results. The quarter results also include the
effect of disposing of Cramer in 2001, which was included in the
Company's Other segment. Sales attributable to Cramer were
$769,000 in the second quarter of 2001.

For the second quarter of fiscal 2002, the Company reported
income from operations of $65,000 as compared to $658,000 in the
prior year second quarter. The Motors segment reported income
from operations of $571,000, or 5.1% of net sales, in the second
quarter of 2002, as compared to $1.6 million, or 11.5% of net
sales, in the prior year quarter. These results reflect
decreased sales volume and decreased margins caused by price
pressures and changes in product mix, as well as the under
absorption of overhead costs, partially offset by a 6.6%, or
$90,000, decrease in selling, general and administration
expenses.

Net income available for common shareholders was $4.1 million,
or $.70 per share, in the second quarter of fiscal 2002, as
compared to a net loss of $1.2 million, or $.20 per share, in
the prior year quarter. The current year results reflect the
income tax benefit recorded as a result of recent tax law
changes. Income or loss available for common shareholders is
calculated by subtracting dividends on preferred stock of
$336,000 and $328,000 for 2002 and 2001, respectively.

Net sales for the first six months of 2002 decreased 29.6%, or
$8.5 million, to $20.1 million, as compared to net sales of
$28.6 million in the prior year. Net sales from Motors, the
Company's only remaining segment, decreased 24.8% to $20.1
million in 2002, from $26.7 million in 2001, as a result of both
price reduction and the general economic slowdown. These results
also include the effect of disposing of Cramer in 2001, and
which was included in the Company's Other segment. Sales
attributable to Cramer were $1.8 million in the first six months
of 2001.

For the first six months of 2002, the Company reported a loss
from operations of $990,000 as compared to income from
operations of $457,000 in the prior year period. The Motors
segment reported income from operations of $323,000, or 1.6% of
net sales, in 2002, as compared to $2.7 million, or 10.0% of net
sales, in the prior year period. These results reflect decreased
sales volume and decreased margins caused by price pressures and
changes in product mix, as well as the under absorption of
overhead costs, partially offset by a $181,000 or 6.6% reduction
in selling, general and administrative expenses.

Net income available for common shareholders was $2.2 million,
or $.38 per share, in the first six months of 2002, as compared
to a net loss of $3.4 million, or $.58 per share, in the prior
year period. Income or loss available for common shareholders is
calculated by subtracting dividends on preferred stock of
$671,000 and $654,000 for 2002 and 2001, respectively.

                     Liquidity and Capital Resources

Cash and cash equivalents were $250,000 at April 28, 2002. The
Company had negative working capital of $12.7 million at April
28, 2002, as compared to negative working capital of $14.6
million at October 28, 2001. Net cash provided by operating
activities of continuing operations was $4.2 million as compared
to net cash provided by operating activities from continuing
operations of $486,000 in the prior period.

The Company's results have been and can be expected to continue
to be affected by the general economic conditions in the United
States and specific economic factors influencing the
manufacturing sector of the economy. Lower demand for the
Company's products can lower revenues as well as cause
underutilization of the Company's plants, leading to reduced
gross margins.

The Company has a substantial amount of floating rate debt.
Increases in short-term interest rates could be expected to
increase the Company's interest expense.

The Company's outstanding derivative instruments do not meet the
stringent requirements for hedge accounting under SFAS 133,
therefore, future earnings could reflect greater volatility.

The Company intends, in the future, to divest of product lines
or business units. Such divestitures may involve costs of
disposition or loss on the disposition that could adversely
affect the Company's operating results or financial condition.


P-COM INC: Completes Restructuring of $27.6MM Subordinated Notes
----------------------------------------------------------------
P-Com, Inc. (NASDAQ:PCOM), a worldwide provider of wireless
telecom products and services, announced the closing of an $8
million equity financing from new and existing investors as part
of a $13 million equity round.

In connection with the $8 million equity closing, P-Com issued
57,321,430 shares (pre-split) of unregistered common stock to
accredited investors. P-Com has agreed to register these new
shares of common stock.

Also, P-Com announced:

      --  A 1-for-5 reverse stock split previously approved by
shareholders effective the opening of business on June 27, 2002.
After the reverse stock split, shareholders will have one share
of stock for every five they now hold, with fractional shares to
be paid in cash.

      --  Agreements with subordinated noteholders to restructure
all but $1.7 million of $29.3 million in debt due November 2002.
The $29.3 million being restructured is the remaining portion of
a $100 million note that P-Com issued in 1997.

P-Com said the proceeds from the equity financing will be used
mainly for working capital purposes to help P-Com execute a
business turnaround following the bankruptcy of several large
U.S. customers in the wake of the telecom downturn. The proceeds
will be used secondarily to make payments to P-Com suppliers
active during that period, as well as to retire certain notes.

All of these actions will help finance P-Com's ongoing
operations and help enable the company to achieve its previously
stated goal of achieving breakeven cash flow by the end of 2002.

"The new equity and the debt restructuring reflect strong
support from both new and existing investors for P-Com's
management team, our high-quality products and services, and our
ability to succeed as the telecom industry emerges from one of
its most difficult periods," said Chairman George Roberts. "This
additional funding and the successful debt restructuring are
major milestones in our financial restructuring program and
demonstrate that we are clearly on track. As a result, P-Com is
well-positioned to compete and succeed in today's marketplace."

John Nelson, portfolio manager for State of Wisconsin Investment
Board and the largest shareholder in P-Com said: "I am very
pleased at P-Com's ability to raise equity funding from both new
and existing investors in the U.S. and abroad. With its
strengthened balance sheet and its new line of products, I have
confidence that P-Com will be a successful business as the
industry works through the current shake-out."

P-Com, Inc. develops, manufactures, and markets point-to-
multipoint, point-to-point, and spread spectrum wireless access
systems to the worldwide telecommunications market, and through
its wholly owned subsidiary, P-Com Network Services, Inc.,
provides related installation support, engineering, program
management and maintenance support services to the
telecommunications industry in the United States. P-Com
broadband wireless access systems are designed to satisfy the
high-speed, integrated network requirements of Internet access
associated with Business to Business and E-Commerce business
processes. Cellular and personal communications service (PCS)
providers utilize P-Com point-to-point systems to provide
backhaul between base stations and mobile switching centers.
Government, utility, and business entities use P-Com systems in
public and private network applications. For more information
visit http://www.p-com.comor call (408) 866-3666.


PACIFIC GAS: Moans & Groans about CPUC Retaining UBS Warburg
------------------------------------------------------------
Pacific Gas and Electric Company issued the following statement
after the California Public Utilities Commission announced it
has retained UBS Warburg as its financing and capital markets
arranger:

      "The CPUC's alternative plan of reorganization goes far
beyond any legitimate role of government. The Commission's plan
is to rip the company apart and devalue the stock to finance
payments to creditors. The CPUC is doing this without regard to
the interest of employees, shareholders or customers.

      "It is no surprise that the Commission could find a
financier who would be attracted to a deal that discounts and
dilutes the value of PG&E's stock. However, this plan is illegal
and infeasible, and would result in the company being unable to
invest capital in needed infrastructure. Furthermore, the CPUC's
plan would not return PG&E to investment-grade status, a
necessary step to get the State of California out of the power
buying business.

      "The CPUC's plan would be financed on the backs of PG&E's
employees, retirees and other shareholders, many of whom have
401(k) retirement accounts that include thousands of shares of
the company's stock. PG&E does not believe the CPUC plan can or
will be confirmed.

      "In contrast, PG&E's plan of reorganization is simple and
fair -- it borrows against the value of the assets to raise the
money to pay creditors. PG&E's plan protects employees' jobs and
retirement benefits and provides means to invest more than $1
billion a year in the gas and electric system to meet the
growing needs of customers.

      "PG&E has developed the only practical solution that allows
the company to emerge from Chapter 11 as an investment-grade
company, gives the State of California a clearly defined path to
exit the power buying business and does so without asking the
Bankruptcy Court to raise rates or the State for a bailout."


PARAGON TRADE: Wins Contractual Warranty Case vs. Weyerhaeuser
--------------------------------------------------------------
Summary Judgment was granted in favor of the Chapter 11
Bankruptcy Estate of Paragon Trade Brands against Weyerhaeuser
Company in a $400 million breach of contractual warranty case.
United States Bankruptcy Judge Margaret H. Murphy granted
summary judgment in the case, which stemmed from a 1993 asset
sale by Weyerhaeuser to Paragon which closed concurrent with the
sale of 100% of Paragon's newly issued stock to public
investors. Weyerhaeuser received approximately $240 million in
proceeds from the IPO.

At the time of the offering, Weyerhaeuser had incorporated
patented features into the diapers it sold in the business it
transferred to Paragon, but did not have licenses from its
competitors for use of the technology. Paragon's use of this
patented technology resulted in a patent infringement lawsuit
against Paragon by Procter and Gamble a year after the IPO.
Paragon's loss of the patent case in late 1997 and the huge
damages verdict and injunction that was issued set in motion
Paragon's bankruptcy filing. During the bankruptcy, Paragon
settled with P&G, and also was forced to enter a costly
settlement with Kimberly-Clark Corporation, another major diaper
producer which held patents on the product Paragon was making
when it was sold to public investors. The legal action against
Weyerhaeuser was filed after an investigation by Paragon's
shareholders committee during the bankruptcy into the dealings
and contracts entered between Paragon and Weyerhaeuser with
respect to the 1993 asset sale and divestiture. Andrews & Kurth
was counsel to the shareholders committee during the bankruptcy.

The four warranties in question were found in an asset transfer
agreement and intellectual property agreement entered between
Paragon and Weyerhaeuser. Judge Murphy found that all four
warranties in question were breach as a matter of law, because,
among other matters, the intellectual property assets
transferred to Paragon by Weyerhaeuser were not adequate to
conduct the business that Weyerhaeuser was conducting at the
time of the IPO. Judge Murphy also found that, based on
confidential internal Weyerhaeuser memoranda and notes
discovered by lawyers for the plaintiff, Weyerhaeuser knew, or
had reason to know at the time of the asset sale in 1993, that
Paragon was selling an infringing product.

The products and patents are all related to an inner leg gather
(or dual cuff) disposable diaper, which was the principal
product upon which the business of Paragon was based at the time
of the Weyerhaeuser divestiture and asset sale.

"The bottom line here is that Weyerhaeuser knew what it was
doing to Paragon and Judge Murphy's ruling confirms that. They
set this company up for an inevitable result, and what ended up
being the third largest patent award in recent history. The next
step will be to make Weyerhaeuser pay for the damage they caused
by their breach of contract, and the irresponsible steps they
took in connection with the public offering of Paragon," says
John Lee, a partner with Andrews & Kurth who represented the
litigation claims representative for Paragon. "Paragon's
creditors and shareholders are now looking to recover the losses
of more than $400 million that Paragon suffered due to
Weyerhaeuser's actions," says Lee. The forthcoming trial on
damages has not been scheduled, but is expected to be conducted
this fall.

Judge Murphy explained the circumstances of the case, in an
excerpt of the transcript of the ruling on Monday, June 24, 2002
in U.S. Bankruptcy Court for the Northern District of Georgia,
Atlanta Division, "Weyerhaeuser was like a huge ship with a lot
of cargo and one of its pieces of cargo was the baby diaper
business and it foresaw that the diaper cargo was going to
explode....So they got a new boat out, transferred that cargo to
a new boat, packed it with all the little sailors that had been
tending that cargo and keeping it cool, with Weyerhaeuser's air
conditioning help, and sailed it off on a trajectory that was
headed straight for the shoals and Weyerhaeuser knew it."

She continued, "Weyerhaeuser just had to get that boat launched
and had to make sure that Weyerhaeuser was outside the
territorial jurisdiction of landfall and that the little boat
was inside the territorial jurisdictional of landfall,
territorial waters, when the explosion occurred because they
knew where the shoals were."

Lawyers representing Randall Lambert, the litigation claims
representative for Paragon, were Mr. Lee and Scott Locher of
Andrews & Kurth (Houston), and co-counsel Parker C. Folse, III
of Susman Godfrey L.L.P. (Seattle) and Charles E. Campbell of
McKenna Long and Aldridge L.L.P. (Atlanta).

Andrews & Kurth L.L.P. was founded in Houston in 1902 and today
has 365 lawyers in offices in Austin, Dallas, Houston, Los
Angeles, London, New York, The Woodlands and Washington D.C. The
firm's practice areas include appellate, bankruptcy, business
transactions, energy, environmental, corporate and securities,
labor and employment, litigation, public law, project finance,
real estate, structured finance, technology and tax law for U.S.
and international clients.


PERSONNEL GROUP: Initiates Comm'l Staffing Rebranding Efforts
-------------------------------------------------------------
Personnel Group of America, Inc. (NYSE:PGA) has launched the
first phase of its commercial staffing rebranding efforts. Each
of the participating operations has been renamed "Venturi
Staffing Partners" for its temporary staffing practices and
"Venturi Career Partners" for its permanent placement practices.
The decision to move robustly forward with this change comes
following the successful consolidation and renaming of the
entirety of PGA's IT operations. PGA operations participating in
the initial rebranding included: Thomas Staffing in Southern
California; Creative Staffing in Charlotte, NC; FirstWord
Staffing in Dallas, TX; WPPS in Atlanta, GA; TempWorld Staffing
in Atlanta, GA; Word Processing Professionals in New York; Temp
Connection in New York and New Jersey; Rosemary Scott Staffing
in New York and Sloan Staffing Services in New York.

PGA's commercial staffing operations are veterans of the
staffing industry, with over 22 years of experience, on average,
in their respective markets, providing a wide variety of
temporary staffing, permanent placement, and staffing management
solutions.

Speaking from PGA headquarters in Charlotte, Tom
Wittenschlaeger, PGA's SVP of Corporate Development and Chief
Technical Officer, noted, "Bringing these operations together
under one name will maximize the benefits of the decades of
experience amassed individually and is the first step toward the
development of a national staffing practice embodying the best
of high quality local service with the reach and competitive
breadth of a national provider. Moreover, consistent with our
long-term goals, this repositioning enables us to further
achieve economies of scale across all elements of the marketing
mix heretofore unachievable. We estimate that these steps will
significantly improve our efficiency in reaching the market."

"Commercial Staffing services will continue to be a core
component of Venturi Partners' business," commented Larry
Enterline, PGA's Chief Executive Officer. "Foremost in Venturi's
mission will be the continuing commitment to provide the highest
quality staffing and permanent placement services to all clients
- when needed and at a fair price. The formation of Venturi
Staffing Partners, as we have now seen in our IT practice, will
allow us for the first time to mobilize our collective corporate
experience, relationships and strengths in our markets, and take
advantage of related operating and collaborative efficiencies,
not previously available to us operating as separate companies."

Personnel Group of America, Inc. is a nationwide provider of
information technology consulting and custom software
development services; high-end clerical, accounting and other
specialty professional staffing services; and technology systems
for human capital management. The Company's IT Services
operations now operate under the name "Venturi Technology
Partners" and its Commercial Staffing operations are being
rebranded "Venturi Staffing Partners" over the balance of 2002.

                           *   *   *

As reported in the May 27, 2002 edition of Troubled Company
Reporter, Personnel Group of America announced that with the
senior credit facility extensions in place, the company has the
time to evaluate a full range of alternatives and select the
path it believes most beneficial to the Company. And with that
flexibility, the company would not expect to pursue any
deleveraging strategies, whether with the CSFB group
or otherwise, that did not appropriately balance the
improvements in PGA's balance sheet and long-term prospects
expected from any specific strategy with the current
shareholders' ownership interest. The company is going to work
closely with its advisor, UBS Warburg, to examine any
alternatives presented to the company by the CSFB group or
otherwise.


PROVIDIAN FIN'L: Sells Higher Risk Portfolio to Perk Liquidity
--------------------------------------------------------------
Providian Financial Corporation (NYSE: PVN) has completed the
structured sale, through a limited liability subsidiary of
Providian National Bank, of its higher risk portfolio in a
transaction developed in conjunction with two limited liability
companies formed by affiliates of Goldman, Sachs & Co., Salomon
Smith Barney, Cardworks, Inc., and CompuCredit Corporation.
Credit card receivables in the portfolio totaled approximately
$2.4 billion at the time of sale, down from $2.6 billion at
March 31, 2002, as a result of interim attrition. Under the
completed structure, the limited liability company subsidiary of
Providian National Bank holds approximately $87 million, or 49%,
of the BB-/Ba2 rated notes, and approximately $98 million, or
44%, of the BBB-/Baa2 rated certificates, issued in conjunction
with the securitization of the portfolio. These investments will
be treated as "available for sale" on the Company's consolidated
balance sheet.

Total cash proceeds to Providian National Bank were
approximately $1.2 billion. The Company previously recognized a
$240 million after-tax loss on the portfolio in the first
quarter when it transferred the loans to "available for sale or
securitization" and expects to recognize an estimated $6 million
after-tax loss in the second quarter, reflecting a reduction in
the carrying value of the receivables for the period from March
31, 2002 to the closing date of the transaction.

"Late last year, this Company set out on a very ambitious plan
to restructure its balance sheet. With the closing of this
transaction we have completed the last asset disposition that
was part of that plan," said Joseph Saunders, Providian's Chief
Executive Officer. "With this sale, the Company has improved its
credit risk profile and further strengthened its liquidity
position. Now we can focus our full attention on managing our
existing portfolio, marketing to new customers, improving the
efficiency of our operations, and reducing our costs."

The transaction involved approximately 1.3 million accounts.
Under the terms of the transaction, Providian will act as
interim subservicer for the portfolio for up to twelve months
and will continue to serve as the owner of the related credit
card accounts for up to eighteen months.

Since first embarking on its balance sheet restructuring efforts
in late 2001, the Company has sold close to $12 billion in
managed receivables generating over $4.5 billion in liquidity.

San Francisco-based Providian Financial is a leading provider of
lending and deposit products to customers throughout the United
States. The Company has $20 billion in managed receivables and
more than 13 million customers.

                          *     *     *

As reported in Troubled Company Reporter's May 27, 2002 edition,
Fitch Ratings has lowered the senior debt rating of Providian
Financial Corp. to 'B' from 'B+' and senior debt rating of
Providian National Bank to 'B+' from 'BB-.' The ratings remain
on Rating Watch Negative where they were placed on December 20,
2001.

Fitch's downgrade of Providian's ratings primarily reflects
heightened concerns regarding performance of the Providian
Gateway Master Trust (PGMT), where excess spread levels have
fallen over the past few months. The decline in excess spread
has been driven by a sharp rise in net chargeoffs of these
assets. The increase in loss rates reflects weakness in the
economy that began in 2001, limitations in growth, but it is
also indicative of the high-risk nature of Providian's customer
base, a high percentage of which would be considered subprime
under bank regulatory definitions.


RANOR INC: Files for Chapter 11 Protection in S.D. of New York
--------------------------------------------------------------
Standard Automotive Corporation has entered into a definitive
agreement for the sale of Ranor, Inc. to RBRAN Acquisitions,
Inc., for $8 million in cash, subject to certain adjustments.
The sale agreement requires that the Company effectuate the sale
through a voluntary Chapter 11 case. Ranor, Inc. filed Tuesday
its voluntary petitions for reorganization under the Bankruptcy
Code in the U.S. Bankruptcy Court for the Southern District of
New York.

Under the terms of the sale agreement, RBRAN Acquisitions, Inc.
will purchase substantially all of the assets, business
operations, and properties, subject to higher and better offers.
In addition, all outstanding pre-petition trade debt will be
paid upon completion of the sale.

John E. Elliott, II, Standard Automotive's chairman and chief
restructuring officer, emphasized that neither the employees nor
customers of Ranor should notice any difference in operations as
a result of the filing or during the sale process. "Daily
operations will continue as usual, plants and offices will
remain open at the same times and all aspects of the business
will go on as before the Chapter 11 filing. Our employees will
continue to be paid as they always have and transactions that
occur in the ordinary course of business will proceed as usual,"
he said.

"We are confident we will have sufficient financial resources to
purchase the merchandise and services necessary to operate our
plants during the sale process and beyond. We look forward to
continued support from our suppliers during the sale process.
The action we took today puts the Company in a better position
to compete effectively and capitalize on opportunities for
future growth," Mr. Elliott added.

Standard Automotive previously filed for protection under
Chapter 11 on March 19, 2002 in order to commence a
restructuring process to allow prospective buyers to evaluate
its operations while business activities continued without
interruption.

Standard Automotive is a diversified company with production
facilities located throughout the United States, Canada and
Mexico. Standard Automotive manufactures precision products for
aerospace, nuclear, industrial and defense markets, and it
builds a broad line of specialized dump truck bodies, dump
trailers, and related products.


RANOR INC: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Ranor, Inc.
         1 Bella Drive
         Westminster, MA 01473

Bankruptcy Case No.: 02-13117

Type of Business: Ranor is a wholly-owned subsidiary of
                   Critical Components Corporation which is a
                   wholly-owned subsidiary of Standard
                   Automotive Corporation, both of which filed
                   for Chapter 11 relief on March 19, 2002.
                   Ranor  specializes in the fabrication and
                   precision machining of large metal components
                   that exceed one hundred tons for the
                   aerospace, nuclear, military, shipbuilding
                   and power generation markets as well as
                   national laboratories. Ranor manufactures
                   domes, machined in one piece, for Boeing's
                   Delta rocket program. Additionally, Ranor
                   manufactures and supplies steam accumulator
                   tanks for U.S. Navy nuclear-powered aircraft
                   carriers as well as large precision vacuum
                   chambers for the National Ignition
                   Laboratories at Lawrence Livermore. Ranor
                   also manufactures and supplies large machined
                   casings for ground-based, gas turbine power
                   generation engines, and nuclear spent fuel
                   canisters.

Chapter 11 Petition Date: June 25, 2002

Court: Southern District of New York (Manhattan)

Judge: Cornelius Blackshear

Debtor's Counsel: J. Andrew Rahl Jr., Esq.
                   Anderson Kill & Olick, P.C.
                   179 East 70th Street
                   New York, New York 10021
                   (212) 278-1469
                   Fax : (212) 278-1733

Total Assets: $18,211,284

Total Debts: $7,655,775

Debtor's 12 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Doosan Heavy Industries    Trade Debt                 $187,800

Linford Stiles Associates  Trade Debt                  $12,500

Samuel Plate Sales         Trade Debt                  $10,407

Fitchburg Gas & Light      Trade Debt                   $4,613

Butler Deardon Paper       Trade Debt                   $3,747

Dennan & Davis             Trade Debt                   $3,634

Thomas Publishing          Trade Debt                   $3,452

MSC Industrial Supply      Trade Debt                   $2,840

Eino Jarvenpaa             Trade Debt                   $2,572

Guardian Environmental     Trade Debt                   $2,463

Pierce Aluminum Co.        Trade Debt                   $2,404

DV Walshe                  Trade Debt                   $1,500


SAFETY-KLEEN: Sues Dewco Milwaukee Sales for $1.2MM Judgment
------------------------------------------------------------
Safety-Kleen Services, represented by Jeffrey C. Wisler of
Connolly Bove Lodge & Hutz of Wilmington, brings suit against
Dewco Milwaukee Sales 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 Dewco on
dates in March, April and May, 2000, within 90 days of the
Petition Date, in at least amounts totaling $482,044.  These
transfers were on account of an antecedent debt owed by one or
more of the Debtors to Dewco, and the transferring Debtors were
insolvent at the times of the transfers.  As a result of these
transfers, Dewco 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 Dewco
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 Dewco in the amount of $1,216,718, plus
pre- and post-judgment interest, and their costs.  Further, the
Debtors want Dewco's claims against these estates disallowed if
Dewco refuses to return the transfers. (Safety-Kleen Bankruptcy
News, Issue No. 40; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


SINCLAIR BROADCAST: S&P Rates $600 Million Credit Facility at BB
----------------------------------------------------------------
Standard & Poor's assigned ratings to TV station owner Sinclair
Broadcast Group Inc.'s new credit facilities as well as
preliminary ratings to its new shelf registration. Standard &
Poor's also said that it has affirmed its double-'B'-minus
corporate credit rating on the company. The outlook remains
negative. Hunt Valley, Maryland-based Sinclair has about $1.6
billion debt outstanding.

Standard & Poor's said that it has assigned its double-'B' bank
loan rating to Sinclair's proposed $600 million senior secured
credit facilities, of which borrowings of $474 million will be
used to repay the existing credit facilities.

In addition, Standard & Poor's assigned preliminary single-'B'-
plus senior unsecured debt and single-'B' subordinated debt
ratings the debt components of Sinclair's $350 million mixed
shelf registration. Standard & Poor's noted that should there be
any preferred stock issues, they will be rated on their own
terms.

"The new credit facilities extend Sinclair's required loan
amortization, delay covenant step-downs, and modestly reduce
interest expense," said Standard & Poor's credit analyst Eric
Geil. "The pending $125 million sale of a TV station to Tribune
Co. also helps the company's financial profile without
meaningfully affecting its overall business position." A
brightening outlook for TV advertising and political ad spending
could provide important revenue support to Sinclair in the
second half of 2002. However, some ad market uncertainty still
exists. In addition, Sinclair is realigning its station
portfolio and could consider further station purchases, which
may restrain improvement in the financial profile, depending on
debt use. Discretionary cash flow will also be limited this year
and in 2003 by digital TV conversion spending.

Standard & Poor's said that Sinclair's use of discretionary cash
flow for debt repayment in the still-uncertain TV advertising
environment will be important for the company in avoiding a
downgrade. Little flexibility exists for further credit measure
slippage.


SUN HEALTHCARE: Seeking Final Decree Closing Subsidiary Cases
-------------------------------------------------------------
Because of the deemed consolidated effect of Sun Healthcare
Group, Inc.'s Plan of Reorganization, the Subsidiary Cases have
been fully administered and should be closed pursuant to Section
350(a) of the Bankruptcy Code, Federal Rule of Bankruptcy
Procedure 3022 and District of Delaware Local Bankruptcy Rule
5009-1(b).  Accordingly, the Reorganized Debtors ask the Court's
authority to enter a final decree closing the 185 Subsidiary
Cases and keep as Lead Case, Case No. 99-3657 of Sun Healthcare
Group, Inc.

Mark D. Collins, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, contends that under the three legal
standards cited, the Debtors may seek the final decree closing
the case after an estate has "fully administered" the
reorganization case.  Bankruptcy Rule 3022 sets forth these
factors to determine if a case has been "fully administered":

     (a) whether the order confirming the plan has become final;

     (b) whether deposits required by the plan have been
         distributed;

     (c) whether the property proposed by the plan to be
         transferred has been transferred;

     (d) whether the debtor or the successor to the debtor under
         the plan has assumed the business or the management of
         the property dealt with by the plan;

     (e) whether payments under the plan have commenced; and

     (f) whether all motions, contested matters, and adversary
         proceedings have been finally resolved.

Using these factors, Mr. Collins reports that:

     -- the order confirming the Debtors' Plan has become final,

     -- most cash payments required by the Plan have been made,

     -- most of the property proposed to be transferred under the
        Plan has in fact been transferred,

     -- the Reorganized Debtors have assumed management of the
        business and its assets, and

     -- the distributions to unsecured creditors under the Plan
        have commenced.

However, Mr. Collins notes that all the factors need not be
present before the Court may enter a final decree closing the
cases.

Accordingly, Mr. Collins asserts that the Subsidiary Cases have
been "fully administered" because, with the deemed
consolidation, claims asserted against the Debtors in the
Subsidiary Cases are considered to be asserted against the
consolidated Sun debtors and there effectively is only a single
estate among all the Reorganized Debtors.  Thus, Mr. Collins
adds, the Lead Case will remain open through the conclusion of
the claims resolution process so that the Court can continue to
adjudicate any remaining claims objections and any other pending
matters, such as:

     (a) resolution of personal injury and other claims, the bulk
         of distribution to unsecured creditors;

     (b) Court approval and payment of final fee applications for
         professionals; and

     (c) prosecution of avoidance actions.

Mr. Collins assures the Court that the proposed Final Decree
Order will include language to the effect that the Court retains
jurisdiction over any pending adversary proceedings, as well as
other matters covered by Section 11.1 of the Plan.  Furthermore,
Section 350(b) of the Bankruptcy Code provides that a case may
be reopened for cause.

Mr. Collins believes that the entry of the Final Decree is
warranted because the funds of the Reorganized Debtors will be
preserved to the benefit of the creditors who receive
distributions of stock.

The Reorganized Debtors further ask Judge Walrath that the
requirement of Local Rule 5009-1(c) -- filing a final report and
account for each of the Subsidiary Cases -- be waived in lieu of
a consolidated report to be filed prior to entry of a Final
Decree in the Lead Case. (Sun Healthcare Bankruptcy News, Issue
No. 39; Bankruptcy Creditors' Service, Inc., 609/392-0900)


SUNBEAM: Secures Open-Ended Extension of Lease Decision Period
--------------------------------------------------------------
Sunbeam Americas Holdings and its debtor-affiliates sought and
obtained an extension of their lease decision periods from the
U.S. Bankruptcy Court for the Southern District of New York.

To decide whether to assume, assume and assign or reject
unexpired nonresidential real property leases, the Court gives
the Debtors until the earlier of:

      i) October 15, 2002; or

     ii) confirmation of a chapter 11 plan.

Sunbeam Corporation, the largest manufacturer and distributor of
small appliances, sells mixers, coffeemakers, grills, smoke
detectors, toasters and outdoor & camping equipment in the
United States, filed for chapter 11 protection on February 6,
2001 in the Southern District of New York. George A. Davis,
Esq., of Weil Gotshal & Manges LLP, represents the Debtors in
their restructuring effort. As of filing date, the company
listed $2,959,863,000 in assets and $3,201,512,000 in debt.


SYMANTEC CORP: S&P Assigns BB- to Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's assigned its double-'B'-minus corporate credit
rating to Symantec Corp. and its single-'B' rating to Symantec's
$600 million convertible subordinated issue due 2006.

The ratings reflect the Cupertino, California-based company's
niche position in the fragmented and competitive security
software market, offset by good levels of cash flow and
liquidity. The outlook is stable.

Symantec's position in the consumer security software market is
solid. However, the company's growth strategy centers on its
installed enterprise customer base.

"While Symantec's good financial profile lends support to the
ratings, the evolving and competitive market in which it
operates limits potential upside for now," said Standard &
Poor's credit analyst Emile Courtney.

Symantec provides security software for computer networks that
detects and prevents viruses, intruders and unauthorized
content, and administration software that allows companies to
control and manage computer workstations from a remote location.
Symantec's main business, security software, operates at various
network entry points, at the server, gateway or desktop and is
sold to both consumers and businesses.

The security software industry is highly fragmented, with the
top five competitors sharing about 45% of the market. Symantec's
installed customer base is somewhat defended by its ability to
provide software updates to protect against emerging security
threats.


TELIGENT: Has Until August 15 to Make Lease-Related Decisions
-------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Southern District
of New York, Teligent, Inc. and its debtor-affiliates obtained
an extension of their lease decision period.  The Court gives
the Debtors until August 15, 2002 to elect whether to assume,
assume and assign or reject unexpired nonresidential real
property leases.

The Honorable Stuart M. Bernstein clarifies that this extension
is without prejudice to the Debtors' right to seek further
extensions.

Teligent, Inc., a provider of broadband communication services
offering business customers local, long distance, high-speed
data and dedicated Internet services over its digital SmartWave
local networks in major markets throughout the United States,
filed for chapter 11 protection on May 21, 2001. James H.M.
Sprayregen, Esq., Matthew N. Kleiman, Esq. and Lena Mandel, Esq.
at Kirkland & Ellis represent the Debtors in their restructuring
effort. When the Company filed for protection from its
creditors, it listed $1,209,476,000 in assets and $1,649,403,000
debts.


TERAYON COMM: S&P Revises Outlook to Neg. over Revenue Shortfall
----------------------------------------------------------------
Standard & Poor's revised its outlook on cable Internet
equipment company Terayon Communications Systems Inc. to
negative from stable after Terayon said that it expected lower
revenues for the June 2002 quarter than it had previously.

At the same time, Standard & Poor's affirmed Santa Clara,
California-based Terayon's single-'B'-minus corporate credit
rating and triple-'C' subordinated debt rating.

Terayon lowered its revenue expectations following a drop in
sales of proprietary cable products. The company also faces
cable modem pricing pressures and customer financial
difficulties.

"The ratings reflect significant industry competition, a
concentrated customer base, and long-term uncertainties
regarding the company's ability to manage the industry's ongoing
technology evolution," said Standard & Poor's credit analyst
Emile Courtney. "Terayon's failure to reduce its cash burn rates
and restore its competitive position could result in lower
ratings."

The cable Internet access equipment industry is moving from
proprietary to standardized products, and Terayon faces large
competitors such as Cisco Systems Inc. (not rated) and Motorola
Inc. (BBB/Stable/A-2). Terayon has been unsuccessful in its
attempts to make some key products qualify for new equipment
standardization rules, and the company is now focused largely on
positioning its next-generation standardized products for
market.

Revenues in the June 2002 quarter are expected to be between $21
million and $30 million, compared with $57 million in the March
2002 quarter.


US AIRWAYS: Airlease Ltd. Sues Company to Recover Rent Payments
---------------------------------------------------------------
Airlease Ltd., A California Limited Partnership, (NYSE: FLY),
has commenced litigation against US Airways seeking to recover
damages for US Airways' failure to return three MD-82 aircraft
leased to US Airways following lease expiration on September 30,
2001 and to pay rent due on the aircraft.  The lawsuit was filed
in California court by First Union National Bank, as trustee for
the Partnership, the beneficial owner of the aircraft. The
Partnership commenced the litigation after negotiations with US
Airways failed to result in return of the aircraft.

In the lawsuit, the Partnership asserts that US Airways has
breached its obligations under the lease by failing to return
the three aircraft by the date specified in the lease and in the
condition prescribed by the lease, and by failing to pay rent
due on the aircraft. The Partnership is seeking damages from US
Airways including past due rent, rent that may accrue after the
filing of the lawsuit, and the cost of restoring the aircraft to
the condition prescribed by the lease.

                               *   *   *

As previously reported, US Airways filed its application with
the Air Transportation Stabilization Board for a $900 million
federal government guarantee of a $1 billion loan that the
airline will use in a corporate restructuring as it seeks to
recover from the continuing financial impact of the September 11
terrorist attacks.

In the reporting periods since the September 11 attacks, the
nation's seventh-largest airline has incurred net losses
totaling $1.425 billion, much of it directly related to the
post-September 11 drop in air travel, higher security costs, the
prolonged closure of Washington's Ronald Reagan National
Airport, and the disproportionate impact of the attacks on the
airline's East Coast route network.


US AIRWAYS: S&P Slashes Rating to SD after Deferral of Payments
---------------------------------------------------------------
Standard & Poor's lowered its corporate credit ratings on US
Airways Group Inc. and US Airways Inc. to 'SD' (selective
default) from triple-'C'-plus and removed those ratings from
CreditWatch, following the company's announcement yesterday that
it had deferred various payments, mostly to selected aircraft
lessors and lenders. Selected other ratings on equipment trust
certificates (but not enhanced equipment trust certificates or
airport revenue bonds) were lowered, as well, and remain on
CreditWatch, where they were placed September 13, 2001. However,
the CreditWatch status on those and other ratings is changed to
developing, indicating that ratings may be raised or lowered,
depending on the success of the company's application for a
federal loan guaranty and related measures to stem its losses.

US Airways said that it is implementing a "strategic initiative
involving deferrals of selected payments" as part of an
attempted "consensual restructuring outside of Chapter 11
reorganization." The affected debt and leases (not identified
specifically) do not involve any public debt or payments related
to its new Airbus fleet, but rather relate to grounded aircraft
and selected older Boeing planes still in service. The company
acknowledged that the affected lessors and lenders could issue
notices of default, which would eventually lead to cross
defaults with other lessors, vendors, and creditors and,
potentially, acceleration of those obligations. Standard &
Poor's has lowered its rating on unenhanced equipment trust
certificates originally issued by USAir Inc. (the previous name
of US Airways Inc.) and Piedmont Aviation Inc. to finance Boeing
aircraft, as those obligations, while still current, are
believed to be at greater risk of rejection in any Chapter 11
filing."Despite the payment deferral, US Airways Inc., the
seventh-largest U.S. airline, appears to be making good progress
on its restructuring plan, providing the basis for revising its
CreditWatch status to developing from negative," said Standard &
Poor's credit analyst Philip Baggaley. On June 11, 2002, the
company filed an application with the Air Transportation
Stabilization Board (ATSB) for a $900 million federal loan
guaranty (to cover 90% of a $1 billion total credit facility),
and is seeking concessions from employees and other cost-saving
measures to save $1.3 billion annually over the next seven
years. Resolution of the loan guaranty application could occur
over the next month if negotiations with labor and private
creditors proceed satisfactorily.

DebtTraders says that US Airways Inc.'s 10.375% bonds due 2013
(USAIR3) are quoted at 81.5. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=USAIR3for
real-time bond pricing.


UNITED AIR: Files for $1.8 Bill. Federal Loan Guaranty with ATSB
----------------------------------------------------------------
UAL Corp. (B+/Watch Negative) unit United Air Lines Inc.
(B+/Watch Negative), as expected, filed an application with the
Air Transportation Stabilization Board (ATSB) for a $1.8 billion
federal loan guaranty. Standard & Poor's ratings on both
entities remain on CreditWatch with negative implications, where
they were placed September 13, 2001 (ratings were lowered to
current levels January 22, 2002).

The application follows United's tentative cost-cutting
agreement with its pilots' union last week and a package of
concessions to be applied to noncontract employees. The company
is still talking to its unions about participation in labor cost
concessions, though the prospects for success in those various
talks are mixed. "With a June 28 deadline to file an application
with the ATSB approaching, United needed to act, even if all the
parts of its business plan are not yet in place," said Standard
& Poor's credit analyst Philip Baggaley. United should be able
to show concessions also from aircraft and engine manufacturers,
who have deferred planned deliveries, and from some other
suppliers. However, United and parent UAL rely mostly on public
debt for funding, and those arrangements are not likely to be
restructured. America West Airlines Inc., the only airline to
have received a federal loan guaranty so far, did not
restructure its public debt, but had numerous operating leases
from aircraft lessors that it renegotiated to reduce fixed
costs.

Prospects for approval of United's application will depend on
its success in securing concessions from other organized labor
groups and on how the ATSB (and the Bush Administration)
interprets the purpose of the loan guaranty program. United,
despite its heavy losses over the past year, is the healthiest
airline to have applied for a federal loan guaranty and does not
face a near-term liquidity crisis. It had $2.9 billion of cash
at March 31, 2002, and about $3 billion of aircraft that could
provide collateral for secured borrowing or sale-leasebacks.
However, it faces serious long-term cost challenges that will
likely erode its financial strength further unless they are
addressed. Whether this situation qualifies it for a loan
guaranty will likely be a topic for a heated and public debate
within aviation and in Washington, D.C.

United's high operating costs, very weak recent and near-term
prospective operating performance, difficult labor relations,
and a substantial debt and lease burden more than offset credit
benefits of a strong route network and membership in the leading
global alliance, which provide good revenue potential. United is
the second-largest airline in the world, with leading positions
at its Chicago, San Francisco, and Denver hubs, and a strong
position on trans-Pacific routes. Results from European
operations benefit from an alliance with Deutsche Lufthansa AG,
in which the two airlines have regulatory permission to
cooperate on pricing tickets on selected routes, forming the
core of the Star Alliance, the largest global airline group. UAL
reported a substantial consolidated first-quarter 2002 net loss
of $487 million (before $23 million net special charges),
reflecting the industrywide weak revenue conditions,
particularly for business travel. The company forecasts another
significant, albeit smaller, loss in the second quarter and for
the full year 2002.


WARNACO GROUP: Committee Signs-Up Huron as Financial Advisors
-------------------------------------------------------------
The Warnaco Group, Inc.'s Official Committee of Unsecured
Creditors asks the Court's authority to employ and retain Huron
Consulting Group, LLC as their financial, accounting and tax
advisors effective May 11, 2002.

Committee Chairman Denis M. Golden, Assistant General Credit
Manager for Milliken & Company, tells Judge Bohanon that the
Committee decided to replace Arthur Andersen LLP because a
majority of the engagement team that worked on the Debtors'
cases on behalf of the Committee has joined Huron.  Huron was
formed on May 15, 2002 by some 25 partners and 250 other
professionals formally employed by Arthur Andersen and other
executives from other leading firms.

Mr. Golden informs the Court that Huron specializes in providing
consulting services to, inter alia, financially troubled
companies.

The Committee seeks to retain Huron in order to have access to
the same professionals that advised the Committee when Arthur
Andersen employed them.  According to Mr. Golden, these
professionals have closely worked with the Debtors' management,
financial staff and other professionals and have become
acquainted with the Debtors' financial and restructuring needs.
If the Committee does not continue to have access to these
professionals, there would be a significant "learning curve" if
a new team were required to "get up to speed" at this juncture.

The Committee believes that Huron is qualified to represent them
in these cases in a most cost-effective, efficient and timely
manner.  As retained professionals, Huron will render to the
Committee:

     (a) the review of all financial information prepared by the
         Debtors or their accountants or other financial advisors
         as requested by the Committee including, but limited to,
         a review of the Debtors' financial statements as of the
         date of filing of the petitions, showing in detail all
         assets and liabilities and priority and secured
         creditors;

     (b) monitoring of the Debtors' activities regarding cash
         expenditures, loan draw downs and projected cash and
         inventory requirements;

     (c) attendance at meetings of the Committee, the Debtors,
         creditors, their attorneys and financial advisors, and
         federal, state and local tax authorities, if required;

     (d) assistance as requested by the Committee in these cases
         with respect to:

            (i) any suggested or proposed plan or reorganization
                for the Debtors;

           (ii) determination of whether the Debtors' financial
                condition is such that a plan of reorganization
                is likely or feasible;

          (iii) review of the Debtors' periodic operating and
                cash flow statements;

           (iv) review of the Debtors' books and records for
                related party transactions, potential preferences
                and fraudulent conveyances;

            (v) preparation of a going concern sale and
                liquidation value analysis of the estates'
                assets;

           (vi) any investigation that may be undertaken with
                respect to the prepetition acts, conduct,
                property, liabilities and financial condition of
                the Debtors, including the operation of their
                businesses;

          (vii) review of any business plans prepared by the
                Debtors;

         (viii) review and analysis of proposed transactions for
                which the Debtors seek Court approval;

           (ix) investment banking assistance with the Debtors'
                asset sale process and valuation matters as may
                be required; and

            (x) other services as the Committee, its counsel, and
                Huron mutually deem necessary.

In the performance of the services, Huron will charge the
Committee with their hourly rates customarily charged by Huron
for the same services:

      Directors and Managers        $350 - 700
      Associates                     250 - 375
      Analysts                       125 - 250

In addition, Huron will bill actual expenses:

     (a) if approved by the Committee, out-of-pocket legal fees
         and expenses incurred by Huron related to and as a
         result of these Cases; and

     (b) Huron's fees associated with administration of filings
         and reporting required by the Bankruptcy Court related
         to the Committee's retention of Huron.

James M. Lukenda, a director of Huron, assures the Court that
the firm intends to work closely with the Committee and other
professionals retained in these cases to ensure that there is no
unnecessary duplication of services performed or charged to the
Debtors' estates.  Also, "Huron does not have any connection
with the Debtors, their creditors or any other party-in-
interest," Mr. Lukenda says. (Warnaco Bankruptcy News, Issue No.
27; Bankruptcy Creditors' Service, Inc., 609/392-0900)


WHEELING-PITTSBURGH: Assuming Amended K&P Microsystems Contracts
----------------------------------------------------------------
Wheeling-Pittsburgh Steel Corp. asks Judge Bodoh to approve its
assumption of two executory contracts, originally dated as of
July 30 1999, and October 13, 1999, respectively, as modified by
a Modification and Security Agreement between WPSC and K&P
Microsystems, Inc., to complete the purchase by WPSC of certain
rebuilt roll grinders and other optional work specified in the
contracts.

K&P is a company located in Ford City, Pennsylvania, which
engineers and builds machinery for the steel industry.  WPSC and
K&P are parties to two contracts:

  (1) the Agreement dated as of July 30, 1999, which provides for
      (i) WPSC's purchase of a rebuilt 28" Farrel roll grinder
      and the upgrade of WPSC's 36" No. 6 roll grinder, each for
      use at WPSC's Yorkville facilities, and (ii) certain
      optional additional work specified in the contract; and

  (2) the Agreement dated as of October 13, 1999, which provides
      for (i) WPSC's purchase of a rebuilt 60" Farrel roll
      grinder for use at WPSC's hot strip mill, and (ii) certain
      optional additional work specified in the contract.

The total price to be paid by WPSC under the July contract was
$1,363,724, of which $803,534 was paid by WPSC to K&P prior to
the Petition Date.  Thus, a balance of $560,190 remains due and
owing to K&P from WPSC under the July Contract.  The total price
to be paid by WPSC under the October Contract was $1,300,001, of
which $780,006 was paid by WPSC to K&P prior to the Petition
Date.  Thus a balance of $520,005 remains due and owing to K&P
from WPSC under the October Contract.  The total amount to be
paid to K&P from WPSC under the July Contract and the October
Contract is $1,080,195.

In addition, K&P has asserted that it has suffered certain
pecuniary losses in the approximate amount of $400,000 as a
result of WPSC's failure to timely pay the amounts due under
these contracts, including storage and maintenance fees,
interest and other damages.  WPSC disputes the alleged K&P
damages.

WPSC intends to assume these two contracts, as modified.  K&P
and WPSC have agreed that K&P will store the roll grinders until
the earlier of (i) the date on which K&P has received all of the
cure payments, or (ii) November 15, 2002.  In consideration of
this storage, and also in consideration for K&P's release and
waiver of any claims it might have to recover any of the charges
it has sought (including interest, past storage fees, and other
alleged damages or charges of any kind), WPSC will pay K&P an
additional amount of $150,000 in full and final satisfaction of
the alleged K&P damages, and in consideration for this payment,
K&P will store the roll grinders under the earlier of either
date as described, at no further cost to WPSC.

WPSC will pay K&P, as cure under these contracts, four equal
monthly installments of $307,548.75 (which is composed of the
$150,000 for storage and damages, the $560,190 owed to K&P under
the July Contract, and the $520,005 owed to K&P under the
October Contract, commencing on July 15, 2002, and continuing on
August 15, 2002, September 15, 2002, and finally on October 15,
2002.  Once K&P receives the cure payments, even if before
October 15, 2002 if WPSC pays the cure payments only, K&P will
deliver possession and title to the rebuilt roll grinders to
WPSC on a date specified by WPSC, but not later than November
15, 2002, and perform all other obligations under the Contracts
as modified.

As security for the performance of its obligations under the
contracts as modified, to deliver the roll grinders to WPSC upon
payment in full of the cure payments, K&P has pledged and
granted to WPSC a first-priority security interest in K&P's
right, title and interest in and to the roll grinders.  WPSC
will perfect its security interest in the roll grinders by
filing a Uniform Commercial Code financing statement with the
Commonwealth of Pennsylvania.

Although the July Contract and the October Contract were signed
before the Petition Date, and although K&P sent prepetition
invoices to WPSC for the amounts owing under the Contracts
(which were not paid), K&P has retained possession of each of
the rebuilt roll grinders.  Because of this, replacing K&P with
another roll grinder supplier would mean that WPSC would need to
purchase new roll grinders at a much higher price (estimated to
be in the range of $2.7 to $3.0 million).  In addition, there
would be a substantial delay in the delivery time of new roll
grinders, as compared to the delivery dates with respect to
the rebuilt roll grinders.  Delivery is critical due to the
condition of existing roll grinding equipment.

K&P has agreed that, upon payment of the cure amounts, K&P will
be paid in full for amounts due under the contracts, and that no
other cure amounts are due to it.

Judge Bodoh agrees with the Debtors' arguments and business
judgment, and grants this Motion, approving payment of the cure
amounts and authorizing assumption of these contracts.
(Wheeling-Pittsburgh Bankruptcy News, Issue No. 23; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


WILLIAMS COMMS: Asks Court to Ratify Insurance Renewal Agreement
----------------------------------------------------------------
Williams Communications Group, Inc., and its debtor-affiliates
urge the Court to ratify Williams Communications Group's (WCG)
entry into a Renewal Agreement, dated April 22, 2002 with
American International Group, Inc. (AIG).  The Renewal Agreement
was executed by WCG in order to extend its coverage under long-
standing Insurance Programs and to ensure compliance both with
its secured credit facility and applicable state law. The
Court's ratification will satisfy the bankruptcy contingencies
contained in the Renewal Agreement.  Additionally, the Debtors
request:

A. authorization to execute all documents arising in connection
    with the Insurance Programs;

B. authority to enter into further renewals of the Insurance
    Programs without further order of this Court and that the
    Order entered by the Court will govern succeeding renewals;

C. that Williams Communications, LLC (WCL) be directed to pay
    obligations under the Insurance Programs in the ordinary
    course of business, without further order of the Court and
    notwithstanding the entry of any bar date or administrative
    bar date;

D. that, upon ten days written notice of the occurrence of an
    Event of Default, and without further order of the Court, AIG
    may cancel the Insurance Programs with respect to claims
    arising after the date of that cancellation and be able to
    foreclose on the deposit, in part or in full;

E. that the Debtors' obligations under the Insurance Programs,
    to the extent unpaid, become administrative obligations
    entitled to priority under Section 503(b) of the Bankruptcy
    Code;

F. that AIG may adjust, settle and pay insured claims, utilize
    funds provided for that purpose, and otherwise carry out the
    terms and conditions of the Insurance Programs, without
    further order of the Court;

G. that the Insurance Programs may not be altered by any plan of
    reorganization and will survive that plan according to the
    terms of the Insurance Program;

H. that the Debtor's rights with respect to the deposit will be
    governed by the terms of the Insurance Programs and the
    security documentation, and that the Debtor will not take any
    action against AIG in the Bankruptcy Court which is
    inconsistent with the terms of that documentation.  This
    includes, without limitation, actions for turnover or
    estimation;

I. that, during the pendency of this case, AIG will not be
    required, except as otherwise provided in the Insurance
    Programs and related contracts, to return any part of the
    security it holds for the Insurance Programs without adequate
    protection for its interest in that security to be returned
    pursuant to Section 361(l) of the Bankruptcy Code;

J. that nothing in any plan of reorganization confirmed in these
    cases will impair the interests of AIG in the Deposit; and,

K. that WCL is directed to reimburse AIG for its reasonable and
    necessary legal fees and expenses incurred in connection with
    the Insurance Programs, including any fees incurred in
    connection with the approval of this motion.

Corinne Ball, Esq., at Jones, Day, Reavis & Pogue in New York,
New York, explains that WCG's entry into the Renewal Agreement
is warranted because failure to maintain workers' compensation
and liability insurance would expose the Debtors to significant
liability, potential criminal and civil penalties and leave the
Debtors unable to comply with the operating guidelines
established by the Office of the United States Trustee.

Ms. Ball submits that the costs associated with the Insurance
Programs will continue to be borne by WCL and not by the
Debtors. Under the Renewal Agreement, WCL has provided AIG with
a $3,550,000 deposit to secure the obligations of WCG and WCL
under the agreement.  This includes insurance premiums totaling
$1,363,623 (less a $200,000 discount if this motion is granted)
and deductibles and other reimbursable losses paid by AIG under
the current and prior year Insurance Programs.  In turn, AIG has
agreed that the bankruptcy contingencies provided for in the
Renewal Agreement will have been satisfied (and WCG will be
entitled to the $200,000 discount on its premium) so long as:

A. by July 7, 2002, the Debtors have sought ratification of
    WCG's entry into the Renewal Agreement and explicit Court
    authority for and approval of the transactions and
    obligations contemplated in the agreement; and,

B. after appropriate notice is provided to parties in interest,
    the Court enters and order ratifying the agreement.

Ms. Ball tells the Court that that the administration of the
Insurance Programs is accomplished through a third party claims
administrator with whom WCL maintains a Claims Fund.  The fund
covers WCG's and its subsidiaries' expected costs under the
Insurance Programs.  Upon receipt of a valid claim covered under
the Insurance Programs, the claimant will be paid directly from
the fund up to the applicable deductible.  If that valid claim
exceeds the applicable deductible amount or, if the Claims Fund
has insufficient funds, AIG will pay the entire undisputed
amount directly to the claimant and will then have recourse
against WCG up to the amount of any applicable deductible.

Ms. Ball relates that each Insurance Program generally is
provided by AIG for a one-year prospective term.  AIG remains
obligated for claims arising in a covered year (and WCG remains
obligated to reimburse AIG for the deductible amount of that
claim) even if the claim is not brought in that year. (Williams
Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


WINSTAR COMMS: Asks Court to Compel Trustee to Remit $2 Million
---------------------------------------------------------------
Winstar Holdings LLC urges the Court to authorize and direct the
Trustee to remit to it approximately $2,111,602 representing:

A. $1,732,653 plus accrued interest, if any, in misdirected
     post-sale customer payments;

B. $140,657 in payroll and benefits for employees of the
     Debtors' estates; and

C. $238,293 in Transition Services that Winstar Holdings
     employees performed for the Debtors' estate.

William K. Harrington, Esq., at Duane Morris LLP in Wilmington,
Delaware, claims that the amounts representing post-sale
customer payments came into the Trustee's possession since the
invoices that were presented to customers continued to direct
payments to two lockbox accounts of the Debtors maintained at
the U.S. Bank. These accounts were controlled, and have been
taken into possession, by the Trustee for the benefit of the
Debtors' estate.  As to the amounts for payroll and benefits of
the Debtors' estates, as well as the transition services
provided by Winstar Holdings' employees, Mr. Harrington states
Winstar Holdings is actually asking for reimbursement from the
Trustee.

Mr. Harrington assures the Court that the Trustee, through her
lawyers, does not dispute the assertion that the post-sale
customer amounts should have been paid to Winstar Holdings.
However, the Trustee is still reviewing records related to the
amounts.

Post-sale, continues Mr. Harrington, the Debtors' estates had a
very small number of employees. Recognizing that fact, the
Debtors when they were debtors-in-possession and the Trustee,
after her appointment, requested that Winstar Holdings perform
certain functions for the Debtors' estate and advance certain
funds on behalf of the estate.  Winstar Holdings agreed to the
request based upon representations it would be paid and
reimbursed.  Accordingly, Winstar Holdings' employees provided
certain necessary services for the estate, including regulatory,
tax, accounting, payroll, accounts payable, network operations,
and services in connection with the sale of assets excluded from
the Sale, collectively, the Transition Services.  Therefore the
reimbursement is justified in that the Debtors' estate would not
have been able to function if not for the Transition Services
and the Debtors would have incurred costs of a magnitude that
would dwarf the Transition Services amount of $238,293.

In addition to providing the Transition Services, Mr. Harrington
maintains that Winstar Holdings also paid the payroll, payroll
taxes, and benefits of the employees of the Debtors with the
understanding that the Trustee would reimburse Winstar Holdings
for the amounts, which total $140,657.  Winstar Holdings would
not have paid the estate payroll sans any assurance of
reimbursement from the Trustee.

Mr. Harrington states that since the Closing Date, the
respective counsels to Winstar Holdings, the Debtors and the
Trustee have been discussing, circulating drafts of, and
negotiating a formalized Transition Services Agreement to cover
Transition Services.  The written agreement has yet to be
finalized.  But despite this, Debtors and Winstar Holdings have
an oral contract that requires that the Transition Services
Amount and Estate Payroll Amount be paid to Holdings.  The oral
contract was discussed on the record at a hearing held on
January 24, 2002. Judge Katz at that time stated on the record
that the arrangement between the Estate and Holdings would be
unaffected by the conversion of the Debtors cases from a Chapter
11 to Chapter and that the arrangement "sounds reasonable."

In closing, Mr. Harrington submits that Winstar Holdings has a
right in quantum merit to be paid for the services and be
reimbursed for the amounts that were expended for the benefit of
the estate. (Winstar Bankruptcy News, Issue No. 29; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


WORLDCOM INC: Intends to Restate 2001 & Q1 2002 Fin'l Statements
----------------------------------------------------------------
WorldCom, Inc. (Nasdaq: WCOM, MCIT) intends to restate its
financial statements for 2001 and the first quarter of 2002. As
a result of an internal audit of the company's capital
expenditure accounting, it was determined that certain transfers
from line cost expenses to capital accounts during this period
were not made in accordance with generally accepted accounting
principles (GAAP). The amount of these transfers was $3.055
billion for 2001 and $797 million for first quarter 2002.
Without these transfers, the company's reported EBITDA would be
reduced to $6.339 billion for 2001 and $1.368 billion for first
quarter 2002, and the company would have reported a net loss for
2001 and for the first quarter of 2002.

The company promptly notified its recently engaged external
auditors, KPMG LLP, and has asked KPMG to undertake a
comprehensive audit of the company's financial statements for
2001 and 2002. The company also notified Andersen LLP, which had
audited the company's financial statements for 2001 and reviewed
such statements for first quarter 2002, promptly upon
discovering these transfers. On June 24, 2002, Andersen advised
WorldCom that in light of the inappropriate transfers of line
costs, Andersen's audit report on the company's financial
statements for 2001 and Andersen's review of the company's
financial statements for the first quarter of 2002 could not be
relied upon.

The company will issue unaudited financial statements for 2001
and for the first quarter of 2002 as soon as practicable. When
an audit is completed, the company will provide new audited
financial statements for all required periods. Also, WorldCom is
reviewing its financial guidance.

The company has terminated Scott Sullivan as chief financial
officer and secretary. The company has accepted the resignation
of David Myers as senior vice president and controller.

WorldCom has notified the Securities and Exchange Commission of
these events. The Audit Committee of the Board of Directors has
retained William R. McLucas, of the law firm of Wilmer, Cutler &
Pickering, former Chief of the Enforcement Division of the SEC,
to conduct an independent investigation of the matter. This
evening, WorldCom also notified its lead bank lenders of these
events.

The expected restatement of operating results for 2001 and 2002
is not expected to have an impact on the Company's cash position
and will not affect WorldCom's customers or services. WorldCom
has no debt maturing during the next two quarters.

"Our senior management team is shocked by these discoveries,"
said John Sidgmore, appointed WorldCom CEO on April 29, 2002.
"We are committed to operating WorldCom in accordance with the
highest ethical standards."

"I want to assure our customers and employees that the company
remains viable and committed to a long-term future. Our services
are in no way affected by this matter, and our dedication to
meeting customer needs remains unwavering," added Sidgmore. "I
have made a commitment to driving fundamental change at
WorldCom, and this matter will not deter the new management team
from fulfilling our plans."

                Actions to Improve Liquidity
                and Operational Performance

As Sidgmore previously announced, WorldCom will continue its
efforts to restructure the company to better position itself for
future growth. These efforts include:

      -- Cutting capital expenditures significantly in 2002. We
intend 2003 capital expenditures will be $2.1 billion on an
annual basis. Downsizing our workforce by 17,000, beginning this
Friday, which is expected to save $900 million on an annual
basis. This downsizing is primarily composed of discontinued
operations, operations & technology functions, attrition and
contractor terminations.

      -- Selling a series of non-core businesses, including
exiting the wireless resale business, which alone will save $700
million annually. The company is also exploring the sale of
other wireless assets and certain South American assets. These
sales will reduce losses associated with these operations and
allow the company to focus on its core businesses.

      -- Paying Series D, E and F preferred stock dividends in
common stock rather than cash, deferring dividends on MCI QUIPS,
and discontinuing the MCI tracker dividend, saving approximately
$375 million annually.

      -- Continuing discussions with our bank lenders.

      -- Creating a new position of Chief Service and Quality
Officer to keep an eye focused on our customer services during
this restructuring.

"We intend to create $2 billion a year in cash savings in
addition to any cash generated from our business operations,"
said Sidgmore. "By focusing on these steps, I am convinced
WorldCom will emerge a stronger, more competitive player."

WorldCom, Inc. (Nasdaq: WCOM, MCIT) is a pre-eminent global
communications provider for the digital generation, operating in
more than 65 countries. With one of the most expansive, wholly-
owned IP networks in the world, WorldCom provides innovative
data and Internet services for businesses to communicate in
today's market. In April 2002, WorldCom launched The
Neighborhood built by MCI -- the industry's first truly any-
distance, all- inclusive local and long-distance offering to
consumers for one fixed monthly price. Effective as of the close
of regular trading on July 12, 2002, WorldCom will eliminate its
tracking stock structure and have one class of common stock with
the Nasdaq ticker symbol WCOM. For more information, go to
http://www.worldcom.com


XO COMMUNICATIONS: Looks to Houlihan Lokey for Financial Advice
---------------------------------------------------------------
XO Communications, Inc. retained Houlihan Lokey Howard & Zukin
Capital as its outside financial advisor in October, 2001.  At
that time, XO needed funding in order to achieve profitability.
Market valuations of the debt and equity securities of
telecommunications companies were declining significantly.
After discussions with several prospective investors failed to
result in any significant financing proposals, XO retained
Houlihan Lokey to assist it in exploring a variety of investment
and deleveraging alternatives.

The alternatives under consideration included a stand-alone
restructuring and third-party investment scenarios and, as
market conditions in the telecommunications sector continued to
decline during the fourth quarter of 2001, expanded to include
restructuring and investment scenarios that could be implemented
under chapter 11 of the Bankruptcy Code.

At the Company's request, Houlihan Lokey prepared solicitation
materials and contacted over fifty potential investors, both
strategic and financial, in an effort to raise required new
capital. To assure proper focus, Houlihan Lokey and XO continued
to engage in discussions with previously identified investors
and also approached potential third-party investors that had
previously made investments in the telecommunications industry
or had the financial ability to make at least a $500 million
investment in the Company alone or in connection with financial
partners. On November 21, 2001, Forstmann Little, submitted a
draft term sheet contemplating a $700 million equity investment
in the Company.

                     Investment Proposals

Houlihan's efforts resulted in four proposals:

(1) The Fortsmann Little/Telmex Investment Agreement

      XO, on the one hand, and two Forstmann Little affiliated
      investment partnerships (Forstmann Little & Co. Equity
      Partnership VII, L.P., and Forstmann Little & Co.
      Subordinated Debt and Equity Management Buyout Partnership
      VIII, L.P.) and Telefonos de Mexico S.A. de C.V. (Telmex),
      on the other hand, entered into a non-binding Term Sheet on
      November 28, 2001. Having received no other investment
      proposals, XO and the Investors entered into a Stock
      Purchase Agreement (the Investment Agreement) on January
      15, 2002.

      Under an Agreement in Principle, the Senior Lenders
      Committee agrees to support the Investment Agreement and
      certain related amendments to the Senior Credit Facility.

      From January 2002 through March 2002, XO, the Investors and
      representatives of the Senior Note Committee held
      discussions, but the Investors and the Senior Note
      Committee were unable to reach an agreement.

(2) Senior Noteholders' $500 Million Preliminary Proposal

      Following Senior Note Committee's rejection of the
      Investors' most recent proposal, certain Senior Noteholders
      made a preliminary investment and restructuring proposal on
      March 8, 2002, contemplating a $500 million investment in
      exchange for secured and unsecured debt of XO in lieu of
      the Investment Agreement. The XO Board rejected the
      proposal.

(3) Revised $550 Million Proposal by Icahn and Senior
      Noteholders

      Chelonian Corp., an affiliate of Mr. Carl Icahn and the
      Senior Noteholder Committee submitted a preliminary term
      sheet on March 22, 2002 contemplating a revised alternate
      restructuring proposal and a $500 million equity investment
      in the Company for an indirect 50% ownership interest in
      the Company, revised on April 1, 2002 contemplating an
      investment of $550 million in cash equity, and a plan of
      reorganization that provided for, among other things, a
      greater percentage of equity distribution to the holders of
      Senior Notes than provided under the Investment Agreement.

      The investment and corporate reorganization transactions
      contemplated by the Icahn Proposal would have been
      contingent upon the approval of the Senior Secured Lenders,
      including their consent to longer maturities and extension
      of prepayment dates, as well as significant modifications
      to their rights, including changes in a number of financial
      and operational covenants.

      Throughout April and into May 2002, XO, the Icahn Group,
      the Senior Note Committee and the Senior Lenders Committee
      engaged in negotiations which ended without an agreement.

(4) A Stand-alone Restructuring

      In late May of 2002, XO and the Senior Lenders Committee
      discussed a stand-alone restructuring plan under which $500
      million principal amount of senior secured loans would be
      converted into all of the equity of Reorganized XO, subject
      to dilution from a $250 million rights offering to junior
      security holders, warrants to be distributed to senior
      noteholders and holders of General Unsecured Claims in
      certain events and management options, and a senior secured
      exit facility of up to $200 million to the extent the
      rights offering raised less than $200 million.

The Investors have advised the Company that they believe the
conditions to their obligations under the Investment Agreement
cannot be satisfied, but have not thus far asserted or purported
to exercise any right of termination.

Recognizing both the superior financial terms of the
transactions contemplated by the Investment Agreement and the
uncertainty inherent in the conditions contained in it, the
Company and the Senior Lenders Committee concluded that the most
appropriate course of action would be to advance a plan of
reorganization that can lead to the consummation of the
transactions contemplated in the Investment Agreement, and at
the same time can be converted to a restructuring on a
standalone basis if the transactions contemplated by the
Investment Agreement are not completed.

In support of this approach, on or about June 13, 2002, holders
of outstanding loans under the Senior Credit Facility delivered
to XO Support Agreements that bind them to vote to accept a plan
of reorganization based on the Investment Agreement and the
Amended Senior Credit Facility. The Company also received a
letter from the Administrative Agent under the Senior Credit
Facility indicating that the Senior Lenders Committee is
prepared to support and recommend to the Senior Lenders the
restructuring transactions contemplated by the Stand-Alone Term
Sheet attached to the Plan, if the transactions contemplated by
the Investment Agreement are not completed.

                      Chapter 11 Filing

In order to preserve value in the Company and enhance its long-
term viability and continued success, the Company, with the
support of the Senior Lenders Committee, determined that the
restructuring of its obligations as contemplated by the Plan
could best be achieved through a chapter 11 filing and,
accordingly, has filed this chapter 11 case.

The Plan that the Debtor has filed with the Court implements the
terms of the Investment Agreement and also includes the
transactions contemplated by the Stand-Alone Term Sheet. The
Company believes that restructuring its capitalization as
contemplated by the Investment Agreement and the Plan will
generate substantially more value and thus greater recoveries
for its creditors than would a liquidation, in light of the
significant revenues that the Company's operations generate, and
the poor market for telecommunication assets when a large number
of communications network facilities are in operation and
numerous communications companies have sought bankruptcy
protection recently.

The Investment Agreement currently remains in full force and
effect, but is subject to a number of conditions, and is
terminable in certain events. If the Investment Agreement is
terminated or XO, after discussions with the Administrative
Agent, determines that the transactions under the Investment
Agreement will not be completed, XO presently intends to
implement the transactions contemplated by the Stand-Alone Term
Sheet, unless a superior alternative emerges.

                  Houlihan's Chapter 11 Engagement

Pursuant to sections 327 and 328(a) of the Bankruptcy Code, the
Debtor asks the Court for authority to employ and retain
Houlihan Lokey pursuant to the terms of an engagement letter, as
amended, as its financial advisor to represent it in all phases
of this chapter 11 case, effective as of the Petition Date.

The Debtor has selected Houlihan Lokey to act as its financial
advisors because of the Firm's global presence and extensive
knowledge and expertise in bankruptcy and corporate
reorganization.  Moreover, Houlihan Lokey already has provided
substantial assistance to the Debtor.  XO continues to require
Houlihan's services to help guide the reorganization to a
successful completion.

                Services to Debtor-In-Possession

Pursuant to the terms of an Engagement Letter, Houlihan Lokey
will:

(1) Advise the Debtor generally as to effecting a material
      change to the Debtor's outstanding balance sheet and/or
      effect material changes to any of the Debtor's outstanding
      redeemable preferred stock each as of the date of the
      Engagement Letter through (i) an exchange offer; (ii)
      merger, consolidation, reorganization, recapitalization or
      sale of all or substantially all of the Debtor's assets; or
      (iii) any other transaction in which the requisite consents
      to a reorganization or restructuring are obtained;

(2) Advise the Debtor of available capital restructuring and
      financing alternatives, and assist the Debtor with the
      design of Transaction structures and any debt and equity
      securities to be issued in connection with a Transaction;

(3) Assist the Debtor in its discussions with lenders,
      bondholders and other interested parties regarding the
      Debtor's operations and prospects and any Transaction;

(4) Assist the Debtor in valuing the Debtor and/or, as
      appropriate, valuing the Debtor's assets or operations;
      provided that any real estate or fixed asset appraisals
      needed would be executed by outside appraisers;

(5) Provide expert advise and testimony relating to financial
      matters related to a Transaction, including the valuation
      of any securities issued in connection with a Transaction;

(6) Advise the Debtor as to potential mergers or acquisitions,
      and the sale or other disposition of any of the Debtor's
      assets or businesses;

(7) Advise the Debtor and act as placement agent, as to
      potential financings, either debt or equity, including
      debtor-in-possession financing, including raising the up to
      $200 million of secured financing and up to $250 million of
      equity as part of the potential standalone plan of
      reorganization;

(8) Assist the Debtor in preparing proposals to creditors,
      employees, shareholders and other parties-in-interest in
      connection with any Transaction;

(9) Assist the Debtor's management with presentations made to
      the Debtor's Board of Directors regarding potential
      transactions and/or other related issues; and

(10) Render such other financial advisory and investment banking
       services as may be mutually-agreed upon by Houlihan Lokey
       and the Debtor.

                          Houlihan's Fees

XO agrees to pay Houlihan Lokey:

(A) a $250,000 Monthly Fee, to be fully credited against any
      Transaction Fee.

(B) a Transaction Fee, capped at $20 million, equal to the sum
      of:

      (i) .40% of XO's debt (excluding the Senior Credit
      Facility) and the liquidation preference of XO's Preferred
      Stock(with certain exclusions) up to $2,000,000,000 that is
      restructured, modified, amended, forgiven or otherwise
      compromised, plus

      (ii) .60% of the outstanding balance of XO's debt
      (excluding the Senior Credit Facility) in excess of
      $2,000,000,000 that is restructured, modified, amended,
      forgiven or otherwise compromised, plus

      (iii) .10% of the outstanding balance of XO's debt under
      the Senior Credit Facility that is restructured, modified,
      amended, forgiven or otherwise compromised.

(C) Reimbursement of Expenses, up to $250,000.

(D) Tail Period.

      Notwithstanding any termination of the Engagement Letter,
      Houlihan Lokey shall be entitled to full payment, in cash,
      of the Transaction Fees so long as a Transaction is
      consummated that (a) incorporates significant and unique
      elements of a structure proposed or designed by Houlihan
      Lokey, or (b) in the case of any Transaction involving a
      merger with or acquisition by an Acquirer with whom
      Houlihan Lokey had contact on behalf of the Company during
      the term of the Engagement Letter within six months after
      the termination of the Engagement Letter (the six month
      period being referred to herein as the Tail Period).

      However, if the Engagement Letter is terminated by the
      Company based on its good faith determination that Houlihan
      Lokey is not performing the services contemplated by the
      Engagement Letter in a manner that is satisfactory to the
      Company and, following such termination, the Company
      retains one or more other financial advisors to provide
      advisory services in connection with the Transaction, the
      Transaction Fee shall be reduced by an amount equal to the
      amount of the fees payable to such other financial
      advisor(s). All fees due and payable in accordance with
      this subparagraph shall be in addition to those other fees
      payable under the Engagement Letter.

(E) Indemnification.

      The Engagement Letter also provides for the Debtor and its
      affiliates to indemnify Houlihan Lokey: To the fullest
      extent lawful, from and against any and all losses, claims,
      damages or liabilities (or actions in respect thereof),
      joint or several, arising out of or related to the
      Engagement Letter, any actions taken or omitted to be taken
      by an Indemnified Party (as defined in the Engagement
      Letter), or any Transaction or proposed Transaction
      contemplated thereby.

      In addition, the Debtor agrees to reimburse the Indemnified
      Parties for any legal or other expenses reasonably incurred
      by them in respect thereof at the time such expenses are
      incurred; provided, however, the Debtor shall not be liable
      for any loss, claim, damage or liability which is finally
      judicially determined to have resulted primarily from the
      bad faith, self dealing, breach of fiduciary duty, if any,
      willful misconduct or gross negligence of any Indemnified
      Party.

      The Debtor or its estate shall not effect any settlement or
      release from liability in connection with any matter for
      which an Indemnified Party would be entitled to
      indemnification from the Debtor or its estate, unless such
      settlement or release contains a release of the Indemnified
      Parties reasonably satisfactory in form and substance to
      Houlihan Lokey. The Debtor and/or its estate shall not be
      required to indemnify any Indemnified Party for any amount
      paid or payable by such party in the settlement or
      compromise of any claim or action without the Debtor's
      prior written consent.

Because Houlihan Lokey will be compensated on a fixed monthly
fee and certain transaction fees, Houlihan Lokey will not be
required to file time records in accordance with the United
States Trustee Guidelines.  Rather, Houlihan will provide weekly
descriptions of those services provided on behalf of the Debtor,
the approximate time expended in providing those services and
the individuals who provided professional services on behalf of
the Debtor.

The Debtor discloses that, prior to the Petition Date, Houlihan
received payments totaling $2,417,894.99 for monthly fees and
expenses, including a $250,000 payment for services to be
rendered through July 14, 2002.

David Hilty, a Managing Director of Houlihan Lokey, assures the
Court that his Firm is a "disinterested person" within the
meaning of Bankruptcy Code section 101(14).

Mr. Hilty discloses that Houlihan is affiliated with two
investment funds, Sunrise Capital Partners, LP and Century Park
Capital Partners, LP.  Mr. Hilty submits that neither of these
funds have any investments in the Debtor, but it is possible
that they may have made, or currently hold investments in
certain of the creditors in this Chapter 11 case. Houlihan Lokey
will supply the Court with more information if necessary, Mr.
Hilty indicates.

Out of an abundance of caution, Mr. Hilty discloses that
Houlihan has connections with:

                         XO Bondholders

Cigna (Solvency)
Fidelity Investments (Financial Advisory)
Lazard Freres & Company (Fairness Opinion)
Lehman Brothers (Financial Advisory)
Oaktree Capital Management (Financial Advisory)
PPM America, Inc. (Consulting)
Strong Capital Management, Inc. (Compensation/Formula Analysis)
Teachers Insurance & Annuity Association (Litigation)
Times Mirror (ESOP/Fairness Opinion)
Icahn & Co./High River (Financial Advisor to Official Committee
in unrelated Ch. 11)

                        XO Secured Lenders

Barclays Bank PLC (Financial Advisory)
Chase Manhattan Bank (Financial Advisory)
Credit Suisse First Boston (Financial Advisory)
Deutsche Bank a/k/a Bankers Trust Co. (Financial Advisory)
JP Morgan Chase (Financial Advisory)
Franklin Mutual Series (Financial Advisory)

                     Other Parties-in-Interest

Ameritech (Fairness Opinion)
AT&T (Purchase Price Allocation)
Bell South (Financial Advisory)
Comdisco, Inc. (Fairness Opinion)
Covad Communications (Financial Advisory)
      Covad accounted for more than 1% of Houlihan Lokey's gross
      revenues for 2001 and Houlihan Lokey's engagement by Covad
      has concluded, Mr. Hilty advises
Hewlett Packard (Consulting)
ICG Telecom Group, Inc. (Financial Advisory)
Level 3 Communications, Inc. (Consulting)
Lucent Technologies, Inc. (Refinancing)
MCI Worldcomm Communications, Inc. (Litigation)
McLeodUSA (Financial Advisory)
Qwest Communications (Fairness Opinion)
Ratheon Company (Litigation)
Sprint (Consulting)
Verizon (Financial Advisory)
Williams Communications, Inc. (Financial Advisor to the
Bondholder Committee)

                   Additional Parties-in-Interest

Deloitte & Touche LLP (Auditors)
Forstmann Little & Co., Inc. (Investor in McLeod USA, a Houlihan
Lokey Debtor client)

On an interim basis, the Bankruptcy Court approves of Houlihan's
employment.  If any objection is filed by July 5, the Court will
entertain that objection at a hearing on July 9.  Otherwise,
Houlihan's employment is approved on a final basis. (XO
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


* DebtTraders' Real-Time Bond Pricing
-------------------------------------

Issuer               Coupon   Maturity  Bid - Ask  Weekly change
------               ------   --------  ---------  -------------
Crown Cork & Seal     7.125%  due 2002  97.5 - 99.5      +0.5
Federal-Mogul         7.5%    due 2004  20.5 - 22.5      -1.5
Finova Group          7.5%    due 2009  34.5 - 35.5      0
Freeport-McMoran      7.5%    due 2006    90 - 92        +1
Global Crossing Hldgs 9.5%    due 2009   1.5 - 2.5       0
Globalstar            11.375% due 2004     5 - 7         -1
Lucent Technologies   6.45%   due 2029    58 - 60        -3.5
Polaroid Corporation  6.75%   due 2002     1 - 2         -1
Terra Industries      10.5%   due 2005    85 - 88        0
Westpoint Stevens     7.875%  due 2005    63 - 65        0
Xerox Corporation     8.0%    due 2027    49 - 51        +1

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

                           *********


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 ***