TCR_Public/020703.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, July 3, 2002, Vol. 6, No. 130


ANC RENTAL: Consolidating Operations at New Orleans Airport
ADELPHIA BUSINESS: Surpasses 500,000th Active Line On-Switch
ALPINE GROUP: Will Commence OTCBB Trading on July 10, 2002
ANCHOR GAMING: Gets Consents to Amend 9-7/8% Notes Indenture
ANGEION CORP: Gets Authority to Hire Ravich Meyer as Attorneys

ANVIL HOLDINGS: S&P Hatchets Senior Preferred Shares Rating to D
ARMSTRONG HOLDINGS: Trafalet Signs-Up ARPC for Claims Evaluation
BROADBAND WIRELESS: Confirmation Hearing Scheduled for July 30
BURLINGTON: B.I. Transportation Wants to Sell Gaston Terminal
CALPINE CORP: Prepares Prospectus for 4% Senior Converts

CAMPBELL SOUP: Barely Solvent & Planning to Pay July 31 Dividend
CASELLA WASTE: S&P Rates New $300 Mill. Credit Facilities at BB-
CORECOMM LIMITED: Completes Final Phase of Recapitalization
COVANTA ENERGY: Gets Okay to Use Secured Lenders Cash Collateral
DYNEGY INC: Moody's Takes Several Actions on Low-B Ratings

EMERGING VISION: Terminates Arthur Andersen's Engagement
ENRON: Broadband Unit Settles Dispute with Digital Teleport
ENRON CORP: Seeks Approval of Settlement Agreement with EOP
EVERCOM INC: Senior Lenders Agree to Forbear Until July 19, 2002
EXIDE TECHNOLOGIES: GNB Unit Expands Communications Battery Line

EXODUS COMMS: Court Approves Stipulation with Secured Creditors
FEDERAL-MOGUL: Court Okays LOI re NA Camshaft Sale to Asimco
FLAG TELECOM: Has Until Sept. 9 to Make Lease-Related Decisions
FOSTER WHEELER: Bank Lenders Extend Waivers through July 31
FOSTER WHEELER: Defers Payments on Jr. Sub. Debt & Trust Pref.

FREDERICK BREWING: Auditors Doubt Ability to Continue Operations
FREDERICK'S OF HOLLYWOOD: Agricole Seeks OK to Conduct Probe
GENESEE CORP: Posts $29MM Net Assets in Liquidation at April 27
GENSCI REGENERATION: March 31 Equity Deficit Tops C$16 Million
GLOBAL CROSSING: Telecordia Seeks Payment for Unpaid Services

GREKA ENERGY: Closes $56 Million Debt Restructuring Transactions
IT GROUP: Wants to Keep Dipping into Lenders' Cash Collateral
ITC DELTACOM: Brings-In Latham & Watkins as Bankruptcy Counsel
iGO CORP: Fails to Comply with Nasdaq Continued Listing Criteria
IMPERIAL SUGAR: Amends Financial Covenants One More Time

J2 COMMUNICATIONS: Ronald Holzer Discloses 11.9% Equity Stake
KMART CORP: Equity Committee Taps Traub Bonacquist as Counsel
KOMAG INC: Chapter 11 Plan Declared Effective on June 30
LAIDLAW INC: Personal Injury Claims against Greyhound Not Stayed
LASON INC: Successfully Emerges from Chapter 11 Proceedings

MEMC ELECTRONIC: Annual Shareholders' Meeting Set for July 25
MSU DEVICES: Gets Extensions Under Secured Bridge Loan Financing
METROMEDIA INT'L: Taps United Fin'l Group to Evaluate Offers
MICHAELS STORES: S&P Revises Outlook on BB Rating to Positive
MONARCH DENTAL: Can't Repay $63M Due Now Under Credit Facility

NATIONAL STEEL: Gets Relief to Pursue National Material Setoff
NATIONSRENT INC: Court Okays Keen Realty as Special Consultants
NEON COMMS: Seeking Authority to Pay Prepetition Vendors' Claims
NETIA HOLDINGS: Creditors Vote to Accept Arrangement Plan
NUEVO ENERGY: Monetizes Non-Core Assets to Reduce Bank Debt

OCEAN POWER: Shareholders Ready 13 Million Shares for Sale
PACIFIC GAS: CPUC Wants Debtor to Pay for UBS Warburg's Fees
PENN SPECIALTY: Taps A.E. Balkin as Exclusive Warehouse Broker
POLAROID: Court Sets Exclusivity Extension Hearing for July 12
ROHN INDUSTRIES: Amends Credit & Forbearance Pacts with Lenders

RANOR INC: Wins Nod to Hire Anderson Kill as Bankruptcy Counsel
SMTC CORP: S&P Cuts Corp. Credit & Sr. Bank Loan Ratings to B
SHADY OAKS: Case Summary & 9 Largest Unsecured Creditors
SOFTWARE LOGISTICS: CMGI Agrees to Acquire All Worldwide Assets
SPECIAL METALS: Bank Group Waives Default Under Credit Agreement

SUPERIOR TELECOM: Will Commence OTCBB Trading on July 10, 2002
TRI-NATIONAL DEV'T: Court Intends to Dismiss Senior Care Lawsuit
US AIRWAYS: Reaches Tentative Agreement with Flight Attendants
US AIRWAYS: Applies for $900 Million Federal Loan Guarantee
U.S. WIRELESS: Seeks Plan Exclusivity Extension through July 30

W.R. GRACE: Court Okays PwC's Amended Engagement as Accountants
WASTE SYSTEMS: Cash Collateral Order Extended Until Aug. 23
WILLIAMS: Shareholders' Move to Appoint Equity Panel Draws Fire
WORLDCOM INC: S&P Further Junks Credit Ratings to CC from CCC
WORLDCOM: Fitch Places 15 CDOs on Watch Negative Due to Exposure

WORLDCOM: S&P Says Woes Expected to Affect Global CDOs Mildly
WORLDCOM: Initiates Massive Worldwide Lay Off of 17,000 Workers
WORLDCOM: James Owers Calls Company "New Low in Bad Accounting"
XEROX: Fitch Concerned About Weak Credit Protection Measures
XO COMMS: Seeks Approval of Forstmann Little Break-Up Fee

YUM! BRANDS: S&P Assigns BB Rating to $1.4B Sr. Unsec. Bank Loan

* Ethan Feffer Joins Pillsbury Winthrop's Orange County Office
* FTI Consulting Appoints Barry Kaufman as VP Operations
* Michael E. Horowitz Joins Cadwalader as Litigation Partner

* Meetings, Conferences and Seminars


ANC RENTAL: Consolidating Operations at New Orleans Airport
ANC Rental Corporation and its debtor-affiliates want to reject
the National Concession and Lease Agreement and to assume the
Alamo Concession and Lease Agreement at the New Orleans
International Airport in New Orleans and assign it to ANC.  Both
agreements were entered into by the Debtors with the City of New
Orleans through the New Orleans Aviation Board.

Bonnie Glantz Fatell, Esq., at Blank Rome Comisky & McCauley LLP
in Wilmington, Delaware, informs the Court that the concession
agreements for both brand names permit assignment with the
consent of the City and does not prohibit dual branding.

Ms. Fatell accords that, pursuant to Section 365(b)(1) of the
Bankruptcy Code, the Debtors are required to cure, or provide
adequate assurance that they will promptly cure, all defaults
existing under the Alamo Concession and Lease Agreement as well
as post-petition amounts due and owing.  Under the National
Concession and Lease Agreement, the Debtors owe the New Orleans
$98,250 in prepetition expenses and $30,661 in postpetition
expenses.  Under the Alamo Concession and Lease Agreement, the
Debtors are indebted in the amount of $80,130 in prepetition
expenses and $45,482 in postpetition expenses.

Ms. Fatell informs the Court that upon approval of the Motion,
New Orleans will either file a proof of claim with respect to
the National prepetition debt or make a claim against the
Performance Bond posted by National in the amount of the pre-
petition amounts outstanding.  Upon the curing of the due
amount, New Orleans will promptly release and return to National
the Performance Bond, which will be marked "cancelled."  The
Debtors, in addition, will pay any postpetition debt outstanding
to New Orleans that arose pursuant to the National Concession
and Lease Agreement.

Ms. Fatell claims that approval of the proposed assignment of
the Alamo Agreements, alongside the rejection of the National
Agreement, is crucial since, apart from the incidental benefits,
the move as laid out will result in savings to the Debtors,
pegged at over $1,667,000 annually in fixed facility costs and
other operational cost savings. (ANC Rental Bankruptcy News,
Issue No. 15; Bankruptcy Creditors' Service, Inc., 609/392-0900)

ADELPHIA BUSINESS: Surpasses 500,000th Active Line On-Switch
Adelphia Business Solutions (Pink Sheets: ABIZQ), which has
established a number of benchmarks during its history of more
than a decade in the telecommunications business, recorded
another significant achievement when it surpassed its 500,000th
active line on-switch (LOS).  These LOS represent customers
served via ABS' own switches and facilities, and the achievement
reflects ABS' long-term investment in dense fiber optic networks
and in high-capacity, inter-city connectivity.

ABS has over 360,000 LOS in its 35 company-owned markets, over
50,000 LOS in its 14 company-managed markets, and over 90,000
LOS in its three joint partnerships.

Surpassing the 500K LOS yardstick comes as a major
accomplishment for the veteran organization, given the climate
all telecom providers have experienced over the past 12 to 18

"A milestone like this is especially noteworthy in today's
telecom environment," stated Bob Guth of ABS.  "To reach this
level of service stands as testimony to the fortitude and
determination of ABS to proceed and, in fact, grow during this
period of industry instability."

Mr. Guth continued, "It reflects on the dedication of our
customers, the talent of our employees and our corporate
commitment to provide advanced technology and superior service
today and for years to come.  It also reflects the
distinguishing trademark of ABS relative to other
telecommunications carriers -- our patient construction of our
own, widespread networks. " (Adelphia Bankruptcy News, Issue No.
8; Bankruptcy Creditors' Service, Inc., 609/392-0900)

AEROFREIGHTER: Fitch Cuts Class B Fixed Rate Notes to B Rating
Fitch Ratings downgrades Aerofreighter Finance Trust as follows:
class A fixed rate notes to 'BBB' from 'A' and class B fixed
rate notes to 'B' from 'BB'. The ratings are also removed from
Rating Watch Negative.

The original issuance amount was $130 million compared to $73.6
million outstanding as of June 2002. Aerofreighter is an
aircraft lease securitization whose notes are primarily
supported by lease payments from DC-8 freighter aircraft (8 DC-
8-60F series and 6 DC-8-70F series). The aircraft are being
serviced by Aerolease International, a private U.S. based
aircraft operating lessor specializing in airfreight services.

The rating actions reflect the decreased value and cash flow
generating ability of all of the DC-8 freighter aircraft. The
DC-8-60F aircraft appear to be permanently impaired while the
DC-8-70F aircraft could show some improvement if the global
freight markets and the economy post a strong recovery. All of
the aircraft are expected to come off their current leases
between now and 2005. Fitch expects some of the aircraft will
continue to be leased either through extensions or new leases,
but at heavily discounted rates, while some aircraft will
generate no lease cash flow.

Depending on the success of the release process, Aerofreighter
could be required to use its liquidity reserves to ensure
continued payment of timely interest. Currently $15 million of
liquidity is available, $10 million of cash to pay minimum
principal and interest on both the class A and B and $5 million
of cash to pay interest on the class A. The class B notes are
most at risk to use the liquidity reserve. A sale of the
aircraft may be necessary to repay the fixed rate notes.

ALPINE GROUP: Will Commence OTCBB Trading on July 10, 2002
The Alpine Group, Inc. (NYSE: AGI) confirmed the decision of the
New York Stock Exchange to suspend trading and seek to delist
the Company's common stock. The Company expects to trade its
common stock on the OTC Bulletin Board commencing on Wednesday
July 10, 2002. The ticker symbol for the Company's OTC Bulletin
Board listing will be announced prior to the commencement of
trading on the new listing site. Subject to the NYSE rules and
regulations, the Company's securities will continue to trade on
the NYSE through July 9, 2002.

Steven S. Elbaum, Chairman and Chief Executive Officer of the
Company stated, "Alpine's delisting is directly linked to the
concurrent delisting of Superior TeleCom Inc., a company in
which Alpine holds an approximate 48% equity ownership. Alpine
currently does not have any concentrated investments in entities
other than Superior. Alpine has historically generated value for
its shareholders from time to time over the years, which it has
delivered through a combination of share repurchase programs,
dividends and significant price appreciation during positive
investment cycles, together with an active trading market for
its common stockholders during those periods. Recently Alpine
has been almost entirely focused on Superior, which has been
adversely impacted by high financial leverage exacerbated by an
unprecedented demand downturn for communications cable and a
recessionary industrial environment over the past two years. As
the business and financial environment for Superior clarifies
itself, Alpine will consider and reevaluate the most appropriate
market for its equity securities."

The Alpine Group, Inc., headquartered in New Jersey, is a
holding company for the operations of Superior TeleCom Inc.
(NYSE: SUT), Alpine's approximately 50%-owned subsidiary, which
is the largest North American wire and cable manufacturer and
among the largest wire and cable manufacturers in the world.
Superior TeleCom manufactures a broad portfolio of products with
primary applications in the communications, original equipment
manufacturer and electrical wire and cable markets. It is a
leading manufacturer and supplier of communications wire and
cable products to telephone companies, distributors and system
integrators; magnet wire and electrical insulation materials for
motors, transformers and electrical controls; and building and
industrial wire for applications in construction, appliances,
recreational vehicles and industrial facilities.

ANCHOR GAMING: Gets Consents to Amend 9-7/8% Notes Indenture
Anchor Gaming announced that as of 5:00 p.m., New York City
time, on June 28, 2002, it had received consents from the
holders of more than 99% of the outstanding aggregate principal
amount of its 9-7/8% Senior Subordinated Notes due 2008 to the
proposed amendments to the indenture relating to the notes as
set forth in Anchor's Offer to Purchase and Consent Solicitation
Statement dated June 17, 2002.  Tendered notes may no longer be
withdrawn and tendered consents may no longer be revoked except
as described in the Offer to Purchase and Consent Solicitation.

Anchor and the trustee under the indenture have executed and
delivered a supplemental indenture containing the amendments
described in the Offer to Purchase and Consent Solicitation
Statement.  The amendments will eliminate substantially all
restrictive operating and financial covenants under the
indenture.  The amendments will not become operative, however,
unless and until Anchor accepts the notes for purchase pursuant
to the Offer to Purchase and Consent Solicitation Statement.  If
the amendments become operative, holders of all of the notes
remaining outstanding will be bound thereby.

The offer will expire at 11:59 p.m., New York City time, on July
15, 2002, unless extended by Anchor.  Holders of notes may
continue to tender their notes and consents until the expiration
of the offer and will be entitled to receive the tender offer
consideration but not the consent payment.

Payment for tendered notes and consents will occur promptly
after the expiration of the offer.

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

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

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

ANGEION CORP: Gets Authority to Hire Ravich Meyer as Attorneys
The U.S. Bankruptcy Court for the District of Minnesota approved
an application by Angeion Corporation to employ the law firm of
Ravich Meyer Kirkman McGrath & Nauman, A Professional
Association, to represent it in all matters relating to the
Company's chapter 11 case.

The attorneys and paralegal who will provide legal services and
their hourly rates are:

           Michael L. Meyer        $310
           Michael F. McGrath      $270
           Barbara A. Waggie       $105

The Debtors told the Court that Ravich Meyer has no connection
with the Debtor, the creditors, the United States Trustee or
employees of the United States Trustee, or any other party in
interest, or their respective attorneys, and therefore is a
"disinterested person" as defined in the Bankruptcy Code

Angeion Corporation conducts all of its operating activities
through its Medical Graphics, Inc., subsidiary.  Medical
Graphics Corporation designs and markets cardiopulmonary
diagnostic systems along with related software. The Debtor filed
for chapter 11 protection on June 17, 2002 in the U.S.
Bankruptcy Court for the District of Minnesota.  When the
Company filed for protection from its creditors, it listed
$20,547,745 in assets and $21,265,525 in debts.

ANVIL HOLDINGS: S&P Hatchets Senior Preferred Shares Rating to D
Standard & Poor's lowered its rating on activewear manufacturer
Anvil Holdings Inc.'s senior exchangeable preferred stock to 'D'
from triple-'C'. The downgrade follows the Board of Directors'
decision not to declare or pay the quarterly cash dividend due
on June 15, 2002, on the exchangeable preferred stock.

The single-'B' corporate credit ratings of Anvil Holdings and
subsidiary Anvil Knitwear Inc. are affirmed. The outlook is
stable. New York, New York-based Anvil has about $181 million in
rated debt and preferred stock.

Prior to June 15, 2002, dividend payments on the exchangeable
preferred stock were paid-in-kind. Under the terms of the
preferred stock, if the company fails to make dividend payments
for four consecutive quarters the preferred holders, voting as a
class, are entitled to elect two additional directors to Anvil
Holdings' Board of Directors. "Although dividends will continue
to accrue, Standard & Poor's rating goes to the full and timely
payment of dividends when due," stated Standard & Poor's credit
analyst Jayne M. Ross.

The ratings reflect the company's highly leveraged financial
profile, its participation in the highly competitive imprinted
segment of the activewear market, its exposure to raw material
price fluctuations, and customer concentration risk. Somewhat
offsetting these factors is the low fashion risk involved with
the company's basic items, such as T-shirts, sweatshirts, and
knit sport shirts as well as Anvil's niche product offerings.

For the first quarter ended May 4, 2002, total units sold were
about 20% higher than a year ago. However, pricing was lower, by
about 8%, reflecting the continuation of the industry-wide
decline in selling prices over the last several years due to
intense competition and an unfavorable change in the product

Standard & Poor's views Anvil Knitwear and its parent, Anvil
Holdings, on a consolidated basis. For analytical purposes, the
redeemable preferred stock is treated as debt in calculating
credit measures. Total debt (plus preferred) to EBITDA was 5.3
times and EBITDA to interest (plus preferred dividends) was
about 1.6x, for the last 12 months ended May 4, 2002. EBITDA
margin declined to 17.9% for the 12 months ended May 4, 2002,
from 20.9% a year ago reflecting lower selling prices and the
change in the product mix to items with lower margins.

Capital expenditures are expected to be about $15 million in
fiscal 2003, as Anvil consolidates its U.S. textile facilities.
The company has about $18 million of cash at May 4, 2002, and
$11.725 million of availability under its secured revolving
credit facility at May 28, 2002, which is more than sufficient
for the upcoming Sept. 2002 interest payment on the 10.875%
senior notes and for debt amortization payments under the term
loan facility.

Standard & Poor's expects that Anvil will maintain its current
market position and financial profile despite continued pricing

ARMSTRONG HOLDINGS: Trafalet Signs-Up ARPC for Claims Evaluation
Dean M. Trafalet, the legal representative for Future Claims
appointed in Armstrong Holdings, Inc.'s Chapter 11 cases, asks
Judge Newsome to approve his retention of Analysis, Research &
Planning Corporation as his claims evaluation consultants.  Mr.
Trafalet also asks that this approval be granted nunc pro tunc
to February 20, 2002, the date ARPC began rendering services to
the Future Representative.  Mr. Trafalet states that, while his
application for appointment was submitted in January and granted
on March 1, 2002, he waited until the order of his appointment
was signed before commencing to employ professionals.

ARPC will provide services to the Futures Representative as
needed throughout these Chapter 11 proceedings, including:

        (a) Estimating the number and value (in total and by
disease) of present and future asbestos-related claims and
demands for each of the Debtors and the Debtors' non-debtor

        (b) Developing claims procedures to be used in the
development of financial models of the assets of and payments by
a claims resolution trust;

        (c) Analyzing and responding to issues relating to the
establishment of one or more bar dates with respect to the
filing of asbestos-related claims;

        (d) Analyzing and responding to issues relating to notice
procedures concerning asbestos-related claimants and assisting
in the development of notice procedures;

        (e) Assessing proposals by the Debtors, the Committees,
and other parties in interest, including proposals from the
Debtors and the Committess regarding the estimation of claims
and demands and the formulation of a claims resolution trust;

        (f) Assisting the Futures Representative in negotiations
with the Debtors, the Committees, and other parties in interest;

        (g) Rendering expert testimony as required by the Futures

        (h) Assisting the Futures Representative in the
preparation of testimony and reports by other experts and

        (i) Obtaining all previously filed public data regarding
estimations against other defendants in asbestos-related

        (j) Analyzing and evaluating other ongoing asbestos-
related litigations including, if necessary, tobacco-related
litigations; and

        (k) Such other advisory services as may be requested by
the Futures Representative from time to time.

The current hourly rates of ARPC's professionals are:

                Position                         Hourly Rate
                --------                         -----------
          Principals                              $350-$450
          Senior Consultants                      $250-$350
          Consultants                             $180-$250
          Analysts                                $125-$200

ARPC anticipates that the bulk of the services will be performed

               Individual      Position          Hourly Rate
               ----------      --------          -----------
          B. Thomas Florence   Principal            $380
          Charles D. Cowan     Principal            $325
          Gary L. Wingo        Senior Consultant    $290

B. Thomas Florence, the President and a principal of ARPC, avers
to Judge Newsome that ARPC is "disinterested" and neither has
nor represents any interest materially adverse to the Debtors or
these estates.  However, Mr. Florence discloses that ARPC
represents and will continue to represent parties in interest in
connection with assessment of the liabilities facing asbestos
personal injury trusts, liability forecasts of asbestos claims
relating to bankruptcy and class action proceedings, statistical
analysis and/or liability assessments, and claims processing
studies.  These parties are:  Amatex Asbestos Trust; Manville
Personal Injury Settlement Trust; Paycor Trust; Fuller-Austin
Asbestos Trust; UNR Asbestos-Disease Claims Trust; National
Gypsum Corporation Settlement Trust; Celotex Asbestos Settlement
Trust; Eagle-Picher Personal Injury Settlement Trust; Fibreboard
Asbestos Compensation Trust; 48 Insulations, Cox Western
McArthur; Owens Corning Fiberglass; Claims Resolution Facility
(formed in connection with the UNR Asbestos-Disease Claims Trust
and the Eagle-Picher Personal Injury Settlement Trust); W. R.
Grace & Co.; Center for Claims Resolution; Eagle-Picher
Industries, Inc.; National Gypsum Corporation; Keene
Corporation; Alstom; A-Best; CSX Corp.; and Sun Oil.

ARPC also currently serves as the claims evaluation consultant
to the legal representative for future claimants in the Babcock
& Wilcox Company chapter 11 case.  ARPC previously conducted an
analysis for Armstrong Contracting and Supply Corporation's
counsel in an insurance dispute with respect to asbestos-related
claims made under ACandS's insurance policies.  ARPC rendered
these services several years after AWI sold all of its interests
in ACandS.

Finally, ARPC has previously worked for law firms involved in
these proceedings.  These are Weil Gotshal & Manges; Covington &
Burling; Dicstein Shapiro Morin & Oshinsky; Gilbert Heintz &
Randolph, and Ness Motley Loadholt Richardson & Poole.

Moving this case forward, Judge Newsome grants this application,
including the retroactivity requested. (Armstrong Bankruptcy
News, Issue No. 24; Bankruptcy Creditors' Service, Inc.,

Armstrong Holdings Inc.'s 9% bonds due 2004 (ACK04USR1),
DebtTraders says, are quoted at a price of 58.5. See
real-time bond pricing.

BROADBAND WIRELESS: Confirmation Hearing Scheduled for July 30
Entertainment Direct.TV, Inc. announced that the Company has
acquired a 30% equity stake in Merit Studios, Inc. (Pink
Sheets:MRIT.PK). MERIT shareholders will receive stock in EDTV,
which will be convertible into the stock of BroadBand Wireless
International Corporation (OTCBB:BBAN). EDTV is currently in the
process of completing a reverse merger with BBAN that will give
EDTV majority interest in the resulting company. BBAN entered a
Chapter 11 bankruptcy proceeding on December 28, 2001 and
currently has a final plan confirmation date with the court on
July 30, 2002. At the completion of the release of bankruptcy
and the acquisition of EDTV, shareholders of MERIT will be able
to convert their EDTV shares into BBAN shares.

The transaction has closed resulting in 29,493,000 shares of
MERIT being transferred to EDTV on June 24th, 2002. EDTV will
collaborate with MERIT to complete full scale testing of the
'Wormhole' technology. Wormhole is the working name for software
that compresses and encrypts audio-visual files like movies.
Development is needed to commercialize the software and
applications range from entertainment to the medical field. Once
complete, EDTV will bring the technology to market via a number
of projected channels. EDTV also has an exclusive worldwide
license for the Wormhole software.

Michael John, President of MERIT stated, "I am pleased to have
finally found a combination of both funding and the passion to
bring my vision to reality. The 'Wormhole' technology had
progressed as far as it could have without discovering a group
with the energy that exists with EDTV. I look forward to
completing this project and the revenue stream that will be

Further details will be released shortly.

EDTV offers a comprehensive communications and content service
package through a marketing strategy known as Extreme Niche
Targeting. The service offering will primarily consist of a
combination of strategy, branding, email, SMS (short messaging
service), Internet service, Web site design, and database
management. EDTV is positioned as a new media direct marketing
company that generates revenue from email campaign management,
eCommerce participation and advertiser placements through
multiple forms of media (Internet, magazines, TV).

Merit Studios, Inc. is a development stage company.

BURLINGTON: B.I. Transportation Wants to Sell Gaston Terminal
As part of their reorganization strategy, B.I. Transportation
wants to dispose, through sale, of assets that are not necessary
to the ongoing operation of their businesses.

In connection with this process, the Gaston Terminal was
identified as an unproductive asset and was shut down.  The
Debtor then began extensive marketing efforts to sell the Gaston

Rebecca L. Booth, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, relates that Burlington Industries, Inc.
marketed the Assets by:

     (i) placing an advertisement for the Gaston terminal in a
         national trucking publication;

    (ii) posting the Gaston Terminal with several economic
         developers in North Carolina; and

   (iii) entering into non-exclusive listing arrangements for the
         Gaston Terminal with 10 real estate brokers.

About 12 potential purchasers were identified.  The potential
purchasers visited the Gaston Terminal, conducted due diligence
investigations, engaged in extensive discussions with the
Debtor's management team and were invited to make offers to
purchase the Gaston Terminal.

Ms. Booth relates that of the 12 potential purchasers, several
entities made offers to purchase the Gaston Terminal.  However,
the Debtor found them inadequate because they were either too
low or sought to impose conditions that were not economically
feasible or compatible to the Debtor's long-term strategic
business plan.  "Only Standard Holding and one other potential
purchaser submitted offers that were considered to be viable
proposals," Ms. Booth adds.  Both potential purchasers were
invited to present their best and final offers. After which, the
Debtor determined that Standard Holding's final offer was the
best and highest offer for the assets.

Accordingly, the Debtor negotiated a definitive agreement with
Standard Holding for the sale of the Gaston Terminal.  Ms. Booth
further reports that subsequently, Standard Holding assigned all
their rights, titles and interests under the Asset Purchase
Agreement to Dugan.

The Debtor believes that the sale of the Gaston Terminal to
Dugan under the Asset Purchase Agreement will:

     (i) generate the maximum value for the Gaston Terminal;

    (ii) permit the Debtor to concentrate their attention and
         resources on the reorganization of their remaining
         businesses; and

   (iii) relieve them of certain expenses related to maintaining
         the Gaston Terminal.

The Debtor further asserts that the Asset Purchase Agreement was
negotiated in the utmost good faith and at arms' length.  "The
open and competitive nature of the sale demonstrates that the
proposed sale is the result of negotiations done in good faith,"
Ms. Booth explains.

The Debtor also believes that all holders of liens could be
compelled to accept a monetary satisfaction of its existing
property interest.  Accordingly, the Debtor submits that all
liens will attach to the proceeds of the sale with the same
force and effect as the property interest previously attached to
the assets; provided that all of the Debtor's claims, defenses
and objections with respect to the amount, validity and priority
of the liens and the underlying liabilities are preserved.

In addition, the Debtor desires to close the sale as soon as
possible after the entry of the Sale Order.  Accordingly, the
Debtor asks the Court to waive the ten-day stay of the Sale
Order under Bankruptcy Rule 6004.  The Debtor also seeks
exemption from state and local stamp, transfer and other
recording taxes for the transfer of assets to Dugan because the
transfer is an important component of their restructuring.  "The
Debtor will hold any taxes in escrow pending confirmation of
their plan of reorganization in these Chapter 11 cases, at which
time the escrowed funds will be released to the Debtor.

Ms. Booth informs Judge Newsome that the Debtor's marketing
efforts included entry into a number of non-exclusive listing
arrangements with real estate brokers.  One of these
arrangements was with Piedmont Properties of the Carolinas Inc.
Under the Piedmont Agreement, Piedmont was permitted to show the
Gaston Terminal and offer it for sale to their clients.  If one
of their clients actually purchased the Gaston Terminal,
Piedmont will be entitled to a broker's fee as:

   (i) 5% of the first $1,000,000 of the purchase price;

  (ii) 4% of all amounts between $1,000,000 and $2,000,000 of the
       purchase price; and

(iii) 3% of all amounts between $2,000,000 and $3,000,000 of the
       purchase price.

Accordingly, since both Standard Holding and Dugan were clients
of Piedmont, they are entitled to a broker's fee of
approximately $90,030.  The Debtor then asks the Court to
approve their payment of a broker's fee to Piedmont Properties.

Thus, B.I. Transportation, asks the Court to authorize them to
sell the Assets to Dugan free and clear of all liens and to
approve the broker's fee to be paid to Piedmont Properties.

The significant terms of the Agreement are:

      (i) Purchase Price.  The purchase price is $2,001,000, and
          will be paid to the Debtor in two payments:

          (a) $50,000 in earnest money, which was paid upon
              acceptance of the Asset Purchase Agreement; and

          (b) $1,951,000 in cash at the closing;

     (ii) The Assets.  At the closing, the Debtor will sell,
          transfer and convey to Dugan the assets including
          approximately 26-acre Gaston Terminal, all buildings
          and improvements, all fixtures and appurtenances and
          all related personal property;

    (iii) The Closing.  The closing will occur two business days
          after the entry of the Sale Order.  At the closing, the
          Debtor will execute and deliver a Corporation Special
          Warranty Deed and related documents to Dugan and Dugan
          will pay the purchase price;

     (iv) Environmental.  The Debtor currently is conducting
          environmental remediation operations at the Gaston
          Terminal. The Debtor will continue the remediation
          until a closure letter is issued by the North Carolina
          Department of Environment and Natural Resources, after
          which, the Debtor will have no further liabilities
          relating to the remediation.  The provisions of the
          Asset Purchase Agreement relating to environmental
          matters will remain binding for a period of one year
          following the date of closing;

      (v) Conditions to the Closing.  The closing is subject to
          these conditions:

          (a) that the title be good, marketable, fee simple and

          (b) that Dugan's intended use for the property not
              violate any private or government restrictions;

          (c) that the Assets be in substantially the same
              condition as of the date of the offer; and

          (d) that the Debtor makes commercially reasonable
              efforts to cause a Sale Order to be entered by May
              31, 2002. (Burlington Bankruptcy News, Issue No.
              15; Bankruptcy Creditors' Service, Inc., 609/392-

Burlington Industries' 7.25% bonds due 2005 (BRLG05USR1) are
trading at about 16, DebtTraders reports. See
for real-time bond pricing.

CALPINE CORP: Prepares Prospectus for 4% Senior Converts
Calpine Corporation has readied a prospectus relating to
$1,200,000,000 of its 4% Convertible Senior Notes Due December
26, 2006 and shares of common stock issuable upon conversion of
the Senior Notes and delivered a copy of that document to the
Securities and Exchange Commission.

The 4% convertible senior notes have the following provisions:

Interest Payments:   June 26 and December 26 of each year

Conversion Rate:     55.3403 shares per $1,000 principal amount,
                      equal to a conversion price of $18.07 per

Repurchase Options:  - by noteholders upon a change of control
                      - by noteholders on December 26, 2004

The notes are senior, unsecured obligations that rank equally
with Calpine's existing and future unsecured and unsubordinated

Prior to this offering, the notes have been eligible for trading
on the PORTAL Market of the Nasdaq Stock Market. Notes sold by
means of the prospectus are not expected to remain eligible for
trading on the PORTAL Market. Calpine does not intend to list
the notes for trading on any national securities exchange or on
the Nasdaq Stock Market.  Its common stock trades on The New
York Stock Exchange under the symbol "CPN." The last reported
sales price on June 18, 2002 was $9.00 per share.

Based in San Jose, California, Calpine Corporation is an
independent power company that is dedicated to providing
customers with clean, efficient, natural gas-fired and
geothermal power generation.  It generates and markets power,
through plants it develops, owns and operates, in 21 states in
the United States, three provinces in Canada and in the United
Kingdom.  The company was founded in 1984 and is publicly traded
on the New York Stock Exchange under the symbol CPN.  For more
information about Calpine, visit its Web site at

As reported in the April 03, 2002 edition of Troubled Company
Reporter, Standard & Poor's lowered Calpine Corp.'s Credit
Rating to BB due to plans of securing $2 billion in new

DebtTraders says that Calpine Corp.'s 8.5% bonds due 2011
(CPN11USR1) are quoted at 79. For real-time bond pricing, see

CAMPBELL SOUP: Barely Solvent & Planning to Pay July 31 Dividend
Campbell Soup Company (NYSE:CPB) announced that the Company's
Board of Directors declared a regular quarterly dividend on its
capital stock of .1575 cents per share. The dividend is payable
July 31, 2002 to shareowners of record at the close of business
on July 5, 2002.

Campbell Soup Company is a global manufacturer and marketer of
high quality soup, sauces, beverage, biscuits, confectionery and
prepared food products. The company owns a portfolio of more
than 20 market-leading businesses each with more than $100
million in sales. They include "Campbell's" soups worldwide,
"Erasco" soups in Germany and "Liebig" soups in France,
"Pepperidge Farm" cookies and crackers, "V8" vegetable juices,
"V8 Splash" juice beverages, "Pace" Mexican sauces, "Prego"
Italian sauces, "Franco-American" canned pastas and gravies,
"Swanson" broths, "Homepride" sauces in the United Kingdom,
"Arnott's" biscuits in Australia and "Godiva" chocolates around
the world. The company also owns dry soup and sauce businesses
in Europe under the "Batchelors," "Oxo," "Lesieur," "Royco,"
"Liebig," "Heisse Tasse," "Bla Band" and "McDonnells" brands.
The company is ably supported by approximately 24,000 employees
worldwide. For more information on the company, visit Campbell's
Web site on the Internet at

At April 28, 2002, Campbell Soup's balance sheet shows $5.7
billion in assets and liabilities of just $80 million less than
that total.  The company routinely operates with a working
capital deficit -- current liabilities exceed current assets by
about $1.3 billion at April 28, 2002.

CASELLA WASTE: S&P Rates New $300 Mill. Credit Facilities at BB-
Standard & Poor's assigned its double-'B'-minus rating to
Casella Waste Systems Inc.'s new $300 million senior secured
credit facilities and its single-'B' rating to the company's
$175 million senior subordinated notes due 2012. At the same
time, Standard & Poor's affirmed its ratings, including the
double-'B'-minus corporate credit rating, on Rutland, Vermont-
based Casella. The outlook is stable.

The credit facilities will consist of a $175 million revolver,
which will have a $65 million sublimit for letters of credit,
and a $125 million term loan B maturing in five and seven years
from closing, respectively. Proceeds of the term loan and the
notes will be used to repay borrowings under an existing credit
facility, the rating on which is being withdrawn.

"The ratings on Casella Waste Systems reflect its position as a
major regional solid waste services company and a below-average
financial profile," said Standard & Poor's credit analyst Roman
Szuper. The recently completed divestiture of noncore assets
allowed for a material debt reduction from fairly high levels.
As a result, credit protection measures have improved to levels
appropriate for the rating. In the intermediate term, debt to
EBITDA is expected to be 3.0 times (x)-3.5x, EBITDA interest
coverage about 3.0x, funds from operations to debt in the upper
teens percent area, and debt to capital 55%-60%. Liquidity is
adequate, with sufficient availability under the $175 million
revolving credit facility and light debt maturities following
the proposed refinancing.

Casella provides vertically integrated collection, recycling,
transfer, and disposal services to residential, commercial, and
industrial customers in several Northeastern states. The focus
is on secondary markets, in a majority of which the firm enjoys
number one or two positions. Annualized revenues are about $425
million, with collection as the largest business accounting for
45%-50% of the total. Casella has expanded largely through
acquisitions, but the current strategy centers on internal
growth, selected tuck-in purchases, and best practices to
increase efficiency.

Casella and its current and future direct and indirect
subsidiaries are the borrowers of the $300 million credit
facilities. Consequently, there are no guarantees by
subsidiaries, since their obligations are joint and several as
borrower. Financial covenants include maximum leverage and
minimum interest coverage ratios, and minimum net worth.

The credit facilities are rated double-'B'-minus, the same as
the corporate credit rating for Casella, with Standard & Poor's
employing its enterprise value methodology to reach that
determination. The facilities are collateralized by a first-
priority perfected security interest in all assets of Casella
and its subsidiaries, including a pledge of the stock of the
significant subsidiaries and partnership interests of Casella.

However, the administrative agent (Fleet National Bank) will not
perfect liens on real estate, landfills, and motor vehicle
titles, which Standard & Poor's believes are core operating
assets in the solid waste industry. The absence of that lien
perfection could limit the lenders' access to those important
assets in a bankruptcy scenario. Still, the available
collateral, aided by substantial subordinated debt cushion,
should provide lenders with a meaningful recovery of principal
(50%-80%) of fully drawn facilities in the event of default or
bankruptcy, based on Standard & Poor's simulated default

CORECOMM LIMITED: Completes Final Phase of Recapitalization
CoreComm Limited (NASDAQ: COMM) and its formerly wholly-owned
subsidiary CoreComm Holdco, Inc. announced that the Company has
completed the final phase of its recapitalization.

The exchange offer for CoreComm Limited shares has been
completed and all stockholders of CoreComm Limited now own
shares in CoreComm Holdco. CoreComm Holdco owns 100% of the
business operations that CoreComm Limited formerly owned.

In conjunction with the completion of the exchange offer, the
Nasdaq listing will be transferred immediately, and CoreComm
Holdco will begin trading on Nasdaq tomorrow, July 2, 2002. The
Company will trade under the symbol "COMMD." The "D" designation
indicates that a material transaction has occurred and is
required to be appended to the Company's ticker symbol by
Nasdaq's listing rules for a period of approximately 20 trading

In addition, the Company announced that it will be changing its
name to ATX Communications, Inc. The name change will become
effective within the next two weeks.

Thomas Gravina, President and Chief Executive Officer said, "We
are extremely pleased to announce the completion of our
recapitalization. The closing of the exchange offers marks the
culmination of more than a year of successful operations and
corporate recapitalization efforts, and finally gives our
stockholders an opportunity to participate in the direct
ownership of the recapitalized company.

"ATX/CoreComm is one of the few companies that has responded so
successfully to the current financial environment. In the
recapitalization, we significantly strengthened the Company's
balance sheet, eliminating more than $600 million of debt and
preferred stock. By closing the public exchange offer today, our
stockholders are now able to receive their direct interest in
this recapitalized company, and obtain the value that we have
worked so hard to preserve.

"In conjunction with the completion of this process, CoreComm
Holdco will be changing its name to ATX Communications, Inc. ATX
has been a very successful brand in the Mid-Atlantic region for
nearly two decades, and that name and heritage reflect the
Company's commitment to delivering superior products and
services to our approximately 400,000 commercial and consumer
customers. ATX has already been used as the brand for our
commercial division, and ATX will now be the name of the parent
company as well. The Company will continue to market its
residential services under the CoreComm name, which has strong
recognition in the Company's consumer markets.

"The Company is now positioned to continue its success going
forward. Over the past year, we improved our profitability by
more than $140 million annually, while growing revenues in our
most profitable areas. In the fourth quarter of 2001, the
Company announced its first quarter of EBITDA positive financial
results, and the first quarter of this year saw further
significant gains in EBITDA. Based on preliminary second quarter
results, the Company currently expects continued increases in
revenues and EBITDA in the second quarter. The Company expects
to become free cash flow positive by the end of 2002.

"Now it is time for us to focus on the future of the Company.
With all phases of our recapitalization transactions completed
and our corporate structure streamlined, management can focus on
building value for all of our constituents. With continued
progress of our business plan, we believe we can build value by
continuing to capitalize on the strong demand for our integrated
voice and data products and services in the marketplace."

           Completion Of Recapitalization Transactions

In December 2001, CoreComm Limited completed the first phase of
a recapitalization plan in which it exchanged approximately $600
million of debt and preferred stock for approximately 87% of the
equity in CoreComm Holdco, the recapitalized company. In
addition, in 2001 the Company eliminated more than $100 million
of other liabilities and future obligations. The second phase of
the recapitalization, which included an exchange offer to the
public stockholders of CoreComm Limited to receive shares in
CoreComm Holdco directly, has now been completed.

As a result, all stockholders of CoreComm Limited now directly
own shares of CoreComm Holdco. CoreComm Holdco owns 100% of all
business operations, has approximately $600 million less debt
and preferred stock than CoreComm Limited, and has 30,000,054
shares outstanding. Prior to the completion of the exchange
offers, CoreComm Limited owned only 13% of such businesses and
had 141,655,388 shares outstanding.

                     Exchange Offer Completed

On February 8, 2002, CoreComm Holdco launched a public exchange
offer whereby it was offering shares of its common stock in
exchange for shares of CoreComm Limited common stock. CoreComm
Holdco has accepted all shares that were validly tendered in the
exchange offer. The Company also acquired all of the remaining
outstanding CoreComm Limited shares that were not tendered in
the exchange offer by merging a wholly-owned subsidiary with
CoreComm Limited. As a result, CoreComm Limited has now become a
wholly-owned subsidiary of CoreComm Holdco. As a result of the
closing of the exchange offer and the merger, all stockholders
of CoreComm Limited now directly own shares of CoreComm Holdco.
The shares of CoreComm Holdco common stock will be delivered
promptly by the exchange agent to former CoreComm Limited

Pursuant to the merger, shares of CoreComm Limited common stock
that were not tendered in the exchange offer have been converted
into the right to receive 1/38.9 of a share of CoreComm Holdco
common stock. CoreComm Holdco has instructed the exchange agent
to send instructions to all CoreComm Limited stockholders who
did not tender their shares in the exchange offer, which will
explain how to exchange their shares of CoreComm Limited common
stock into CoreComm Holdco common stock, and an explanation of
their right to seek appraisal under Delaware law for their
shares of CoreComm Limited.

                     Transfer of Nasdaq Listing

As a result of the completion of these transactions, today at
approximately 2:00 P.M. Eastern standard time, Nasdaq halted
trading in shares of CoreComm Limited common stock on the Nasdaq
National Market. CoreComm Limited common stock will not reopen
for trading. Nasdaq is transferring CoreComm Limited's listing
to CoreComm Holdco. It is expected that by tomorrow, July 2,
2002, CoreComm Holdco's common stock will begin trading on the
Nasdaq National Market under the symbol "COMMD". The "D"
designation indicates that a material transaction has occurred
and is required to be appended to the Company's ticker symbol by
Nasdaq's listing rules for a period of approximately 20 trading

CoreComm Holdco remains subject to the same Nasdaq continued
listing requirements as CoreComm Limited. It is expected that
shares of CoreComm Holdco will trade on the Nasdaq National
Market with the same 14 market makers that previously traded
shares of CoreComm Limited common stock.

ATX/CoreComm is an integrated communications provider offering
local exchange carrier and interexchange carrier telephone,
Internet/e-business and high-speed data services to business and
residential customers in targeted markets throughout the Mid-
Atlantic and Midwest regions of the United States. The Company
currently offers services to business and residential customers
located in two concentrated regional areas: the Mid-Atlantic and
the Mid-West/Great Lakes. The Company operates principally in
the following states: Pennsylvania, Ohio, New Jersey, Michigan,
Wisconsin, Maryland, Illinois, New York, Virginia, Delaware,
Massachusetts, Washington, D.C. and Indiana.

In addition to completing the recapitalization, the Company has
significantly improved its financial results over the past year.
The Company has increased its profitability by more than $140
million, generating EBITDA positive results for the first time
in the fourth quarter of 2001. That trend continued in the first
quarter of 2002, when the Company achieved the fifth consecutive
quarter of improved EBITDA results. In addition, the Company is
now focused on its most profitable combined voice and data
product lines, and has successfully expanded its customer base
and increased revenues in its markets.

                     Results of Exchange Offers

CoreComm Holdco accepted for exchange the shares of CoreComm
Limited common stock and 6% Convertible Subordinated Notes due
2006 of CoreComm Limited that were validly tendered and not
withdrawn in the exchange offers. CoreComm Holdco offered to
exchange each outstanding share of CoreComm Limited common stock
for 1/38.9 of a share of CoreComm Holdco common stock, and each
outstanding $1,000 in aggregate principal amount of 6% Notes for
9.1047 shares of CoreComm Holdco common stock and $30.00 in
cash. The exchange offers expired at 2:00 P.M., Eastern standard
time, on July 1, 2002.

Continental Stock Transfer & Trust Company, the exchange agent
for the exchange offers, has advised the management of CoreComm
Holdco that approximately 448,666,063 shares of CoreComm Limited
common stock and $392,000 in aggregate principal amount of 6%
Notes were validly tendered pursuant to the exchange offers and
not withdrawn. The shares of CoreComm Limited common stock
tendered represent approximately 92.2% of the shares outstanding
as of the close of the exchange offers. In addition, 771,077
shares of CoreComm Limited common stock were guaranteed for

All shares of CoreComm Limited and 6% Notes validly tendered and
not properly withdrawn before the expiration of the exchange
offers have been accepted and will be exchanged for shares of
CoreComm Holdco common stock promptly. All shares of CoreComm
Limited common stock and 6% Notes represented by notices of
guaranteed delivery, which were received by the exchange agent
before the expiration of the exchange offers, will be exchanged
for shares of CoreComm Holdco common stock promptly after such
shares or notes, as applicable, are delivered within the
permitted guaranteed delivery period.

COVANTA ENERGY: Gets Okay to Use Secured Lenders Cash Collateral
Pursuant to an Agreed Order between the Debtors and GE Capital
Corporation, Judge Blackshear approves Covanta Energy
Corporation's use of Cash Collateral securing amounts owed to
GECC.  The salient terms of the Agreement are:

   (a) Except as provided in this Agreed Order, the Non-GECC
       Orders are incorporated herein by reference.  The Term
       "Maximum Project Level Carve-Out" means, from and after
       the delivery of a Carve-Out Notice, the maximum amount of
       the Carve-Out established by this Court in any Order or
       Orders applicable to the Secured Parties relating to the
       use of the Secured Parties' Cash Collateral, allocated
       among the Debtors' estates in a fair and equitable manner.
       This is provided that, as to the Debtors' GECC Projects
       and Covanta New Martinsville only, the maximum amount of
       the Carve-Out so applicable to the Secured Parties will be
       assumed and not exceed the sum of $5,000,000 or be less
       than $2,500,000.  Notwithstanding the Maximum Project
       Level Carve-Out, nothing in this Final Order is intended
       to restrict the use by the Debtors of any funds in the
       Centralized Cash Management System to pay professional
       fees and expenses, whether or not a Carve-Out Notice has
       been given;

   (b) GECC is granted a valid and perfected replacement
       security interest in, and liens upon, all of the Debtors'
       right, title and interest in, to and under the GECC's
       Prepetition Collateral relating to each respective GECC
       Project, subject on to the Carve-Out and any validly
       perfected liens which remain senior to the liens granted
       to them.  This is provided that:

       -- each Replacement Lien secures only obligations
          related to the corresponding GECC Project;

       -- if avoidable, the Replacement Liens will not be

       -- if inclusive of postpetition claims, the Replacement
          Liens will be junior and subordinate to all pre-
          existing liens and security interests, including but
          not limited to the liens securing the DIP Facility;

   (c) GECC's assets will not be subject to surcharge and no
       order will be entered declaring that based on the
       equities of the case GECC's security interest does not
       extend to proceeds, products, offspring or profits
       acquired by any Debtor estate with respect to which GECC
       is a Secured Party;

   (d) All existing letters of credit for GECC Projects will be
       timely renewed, replaced or extended;

   (e) All reserve and project accounts will be maintained and
       funded as and when required under the GECC Project

   (f) The Debtors agrees to provide GECC with:

       -- Budgets and reports required under the Prepetition
          Transaction Documents for Heber Geothermal Co., Second
          Imperial Geothermal Co and Covanta Hennepin Energy
          Resource Co., Limited Partnership, Michigan Waste
          Energy Inc. and Covanta New Martinville, together with
          the Debtor GECC Projects;

       -- as to the Debtor GECC Projects, monthly consolidated
          financial reports and all consolidated group budgets,
          projection or reports that are provided to the
          Debtors' lenders; and

       -- on a monthly basis, financial and operating report and
          explanations of budget variances for each GECC Project,
          except that financial reports with respect to Second
          Imperial and Covanta New Martinsville may be provided
          on a quarterly basis;

   (g) The rights and protections granted to GECC will be
       automatically extended to any Non-Debtor GECC Project
       that becomes the subject debtor of Chapter 11 proceedings
       before this Court;

   (h) Absent further order of the Court, the Debtors cannot
       make any transfer with respect to the Debtors' Argentine
       casino and exposition center project exceeding, in the
       aggregate, $1,500,000;

   (i) Any junior liens granted on any Debtor GECC Project,
       whether granted pursuant to Non-GECC Order, an order
       granting the DIP motion, or otherwise, will be fully
       subordinate in all respects to GECC's liens and rights,
       including being silent with respect to foreclosure and
       enforcement of rights so long as the subordination
       exists.  For so long as Michigan Waste remains a non-
       debtor, no order will be construed to require or permit
       Michigan Waste to grant a junior lien on its assets;

   (j) In the event of a performance or payment default relating
       to any GECC Project, all use of the Cash Collateral in
       respect of the project will cease and be prohibited,
       given a five-day notice to cure;

   (k) In the event that Heber/SIGC Agreement are not assumed by
       June 30, 2002, and unless otherwise ordered by this
       Court, the Second Imperial Lease Reserve will be funded
       in accordance with the terms of the Prepetition
       Transaction Documents governing SIGC and 100% of the
       Excess Cash Flow from Heber will be applied to principal
       and interest payments; and

   (l) The Replacement Liens will be prior and senior to all
       lines and encumbrances of all other secured creditors in,
       and to all collateral granted, or arising, after the
       Petition Date. (Covanta Bankruptcy News, Issue No. 8;
       Bankruptcy Creditors' Service, Inc., 609/392-0900)

DYNEGY INC: Moody's Takes Several Actions on Low-B Ratings
Moody's Investors Service downgraded the ratings of Dynegy Inc.
and its subsidiaries. Outlook is negative.

Rating Action                      To               From

Dynegy Inc.

* Shelf registration         (P)Ba2/(P)Ba3/     (P)Ba1/(P)Ba2/
                                (P)B1               (P)Ba3

Dynegy Holdings Inc.

* Senior unsecured debt rating   Ba1                 Baa3

* Shelf registration        (P)Ba1/(P)Ba2/      (P)Baa3/(P)Ba1/
                               (P)Ba3                (P)Ba2

* Senior implied rating          Ba1

* Preferred Stock                Ba2                  Ba1

* Commercial paper rating     Not Prime             Prime-3

Illinova Corp

* Senior unsecured debt          Ba2                  Ba1

Illinois Power Company

* Senior secured rating          Baa3                 Baa2

* senior unsecured debt          Ba1                  Baa3

* shelf registration         (P)Baa3/(P)Ba1/    (P)Baa2/(P)Baa3/
                                (P)Ba3                 (P)Ba2

* Preferred Stock                Ba3                   Ba2

* Commercial paper            Not Prime              Prime-3

* Roseton-Danskammer
   pass through certificates     Ba1                    Baa3

The rating actions reflect Moody's concerns on the company's
liquidity and expected weak operating cash flow. It's negative
outlook considers the execution risk involved in the company's
new restructuring plan, the success of which is largely
dependent on proceeds from asset sales. The outlook  is also due
to the continuing lack of investor and counterparty confidence
and the uncertainty surrounding the FERC and SEC investigations
which the company is facing.

Dynegy Inc., headquartered in Houston, Texas, is the parent of
Dynegy Holdings and Illinova Corp. The company's primary
businesses are wholesale natural gas and power marketing and
trading, natural gas liquids, and power generation.

EMERGING VISION: Terminates Arthur Andersen's Engagement
On April 29, 2002, the Audit Committee of the Board of Directors
of Emerging Vision, Inc.  recommended that the Company
discontinue the retention of Arthur Andersen LLP for future
audits of its financial statements and, on June 18, 2002, the
Company formally dismissed Andersen as its independent public

Emerging Vision (formerly Sterling Vision) owns about 30 optical
outlets and franchises about 200 others under the Sterling
Optical, Sight for Sore Eyes, and other names in 26 states, the
US Virgin Islands, and Ontario, Canada. Emerging Vision scrapped
its plans to sell its retail chain operations and establish
itself as an Internet portal supply chain serving businesses
within the optical industry. It's refocused on its optical
businesses once again to create brand awareness. To that end, it
has sold its outpatient ambulatory surgery center in New York, a
part of its wholly owned subsidiary, Insight Laser Centers
(laser vision correction centers), which it is planning to sell.
At June 30, 2001, Emerging Vision had a working capital deficit
of about $400,000.

ENRON: Broadband Unit Settles Dispute with Digital Teleport
Enron Broadband Services Inc. and Digital Teleport, Inc. are
parties to these agreements:

   (1) IRU Lease Agreement, between DTI and EBS, dated March 31,
       1999 (Denver to Kansas City), as amended by Amendment 1 to
       that IRU Lease Agreement, dated September 28, 2001;

   (2) IRU Lease Agreement, between DTI and EBS, dated March 31,
       1999 (Kansas City to Chicago), as amended by Amendment 1;

   (3) IRU Lease Agreement, between DTI and EBS, dated March 31,
       1999 (Denver to Salt Lake City), as amended by Amendment

   (4) IRU Lease Agreement, between DTI and EBS, dated March 31,
       1999 (Denver to Houston), as amended by Amendment 1, and
       associated Collocation Agreements.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, in New
York, tells the Court that DTI provided dark fiber optic cable
to EBS and EBS provided dark fiber optic cable to DTI --
pursuant to the IRUs.

According to Mr. Sosland, the IRUs and Collocation Agreements
allowed EBS and DTI to buy and sell fiber optic cable,
collocation rights, and provide operations and management
services with respect thereto.  Pursuant to these agreements,
Mr. Sosland relates, EBS sold two fiber optic routes along EBS'
fiber optic route (Denver to Houston) and EBS bought two fiber
optic routes along DTI's fiber optic route (Denver to Chicago).

By mutual agreement, EBS and DTI wish to terminate the IRUs and
the Collocation Agreements pursuant to the terms and conditions
set forth in the Settlement Agreement and Mutual Release, which
is has been agreed to and is in the process of being executed.
Mr. Sosland notes that the Settlement Agreement does not provide
for a cash payment by either party.

The salient terms of the Settlement Agreement are:

   1. Termination -- EBS and DTI will terminate the IRUs and the
      Collocation Agreements and all associated written or
      unwritten agreements and have no further rights or
      claims against each other with respect to the agreements;

   2. Release from Liability -- EBS and DTI will release and
      discharge each other from all actions, causes, causes of
      action, suits, debts, sums of money, accounts, obligations,
      reckonings, bonds, bills, specialties, trespasses,
      judgments, liens, executions, liabilities, claims or
      demands, relating in any manner to:

         (i) the IRUs,

        (ii) the Collocation Agreements, or

       (iii) any other actual or implied agreement between the
             Parties arising directly or indirectly from the IRUs
             or the Collocation Agreements;

Mr. Sosland assures Judge Gonzalez that the Settlement Agreement
was negotiated in good faith and at arms-length.  The Debtors
contend that the Settlement Agreement is fair, equitable and
falls well within the range of reasonableness.

By terminating the IRUs and Collocation Agreements, Mr. Sosland
explains, EBS will be returning two fiber optic routes to DTI
along DTI's fiber optic route (Denver to Chicago) and EBS will
be receiving two fiber optic routes along EBS' fiber optic route
(Denver to Houston).  Based on inquiries received from potential
purchasers, Mr. Sosland notes, the Settlement Agreement gives
EBS a more marketable asset as the fiber optic route and
collocation space is along the EBS build.  As a result of the
Settlement Agreement, EBS believes that it is receiving an
asset, which will result in cash for the benefit of EBS, its
estate and creditors. "Furthermore, if EBS were to reject the
Denver to Chicago Agreements, DTI would likely assert rejection
damage claims totaling several million dollars," Mr. Sosland
points out.  While EBS believes that it may have defenses to
part or all of the claims, Mr. Sosland anticipates, there would
likely be substantial litigation costs and some litigation risk.

For these reasons, Enron Broadband 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: Seeks Approval of Settlement Agreement with EOP
EOP Operating Limited Partnership and Enron Energy Services Inc.
have agreed to a settlement of matters related to the Energy

Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York,
tells the Court that EESI and EOP have agreed, among other
things, to:

     -- fix termination dates for certain Energy Contracts as

     -- pay undisputed amounts in connection with the electric
        energy and services provided in accordance the Energy
        Contracts, and

     -- withdraw the EOP Motion.

The salient terms of the Settlement Agreement are:

Termination Dates: (1) The Illinois Contract and the New York
                       Contract will be considered terminated as
                       of January 29, 2002;

                    (2) The Massachusetts Contract will be
                       terminated on a date, absolutely no later
                       than August 1, 2002.  The date will be
                       selected by EOP to allow appropriate
                       transition to an alternate energy services
                       provider; and

                    (3) The PG&E Contract will be deemed
                       terminated as of the date that all of the
                       Added Accounts, listed in Section A of the
                       First Amendment to the CA Contract, have
                       been added to the Amended California
Amendment to
Contracts:        The parties will execute an amendment to the
                   California Contracts, which will be effective
                   as of the Effective Date. The parties have
                   redacted the pricing and quantity information
                   contained in the Amendment because of its
                   confidential nature. The execution and
                   delivery of the Amendment msut not:

                      (i) constitute an assumption of the Amended
                          California Contracts, pursuant to
                          Section 365 of the Bankruptcy Code, or

                     (ii) create a postpetition obligation of
                          any kind for EESI's estate.

                   EESI will retain the right to seek to assume,
                   assume and assign, or reject the Amended
                   California Contracts pursuant to Section 365
                   of the Bankruptcy Code.

Waiver & Release:(1) Except for the Credit, the parties mutually
                      waive and release each other from any Early
                      Termination Payment under the Massachusetts
                      Contracts, the New York Contract and the
                      Illinois Contract, as those terms are
                      defined and described in Section 3.3 of
                      each of the Massachusetts Contract, the New
                      York Contract and the Illinois Contract.

                  (2) As to the Amended California Contracts,
                      the parties mutually waive and release
                      each other from any Early Termination
                      Payment arising from EESI's rejection of
                      any or all of the Amended California
                      Contracts at any time before or after the
                      Effective Date.

                  (3) EOP waives and releases EESI from:

                      (a) any claim for the cost of replacing
                          bill payment services related to the
                          Energy Contracts prior to the
                          Effective Date, and

                      (b) EESI from any obligation to perform
                          the obligations and duties under
                          Section 1.5 of the CA Contract and
                          Spieker Contract, and

                      (c) any right to claim an Event of Default
                          under the Amended California Contracts
                          arising as a result of EESI's failure
                          to perform the obligations and duties
                          under Section 1.5 of the Amended
                          California Contracts.

                  (4) As long as EESI has not breached or
                      rejected the Amended California Contracts
                      and continues to perform the Amended
                      California Contracts, EOP waives, solely
                      with respect to EESI, its rights, if any,

                         (i) terminate the Amended California
                             Contracts, as forward contracts
                             pursuant to Sections 362(b) and 556
                             of the Bankruptcy Code,

                        (ii) seek relief from the automatic stay
                             to terminate the Amended California
                             Contracts, pursuant to Section
                             365(d) of the Bankruptcy Code.

                      Any breach of the Amended California
                      Contracts by EESI does not serve to
                      revoke, repudiate or otherwise undo the
                      Amendment or the Settlement Agreement.

Invoices:         (A) Ten business days after the Effective
                       Date, EOP msut pay EESI all undisputed
                       amounts due and owing and properly
                       invoiced for electric energy and services
                       actually provided prior to the Effective
                       Date in accordance with the terms of the
                       Energy Contracts, provided that EOP is
                       entitled to a $2,000,000 credit which it
                       may apply against any or all invoices as
                       it sees fit;

                   (B) The parties agree to work together in good
                       faith to resolve all remaining issues with
                       regard to payables to assure that all
                       amounts billed by EESI are properly
                       invoiced, due and payable in accordance
                       with the terms of the Energy Contracts;

                   (C) EESI will, within a commercially
                       reasonable time, deliver to EOP all
                       invoices and appropriate supporting
                       documentation in accordance with the
                       Energy Contracts. EESI will adjust all
                       invoices or give credit to EOP where
                       appropriate so that EOP pays for electric
                       energy and services actually provided at
                       the contract rate set forth in the Energy
                       Contracts; provided, however, that EOP
                       waives any claim for:

                          (i) loss of discount, if any, under the
                              Illinois Contract from and
                              including December 1, 2001 and
                              thereafter, and

                         (ii) loss of discount, if any, under the
                              Massachusetts Contract for all
                              Facilities subject to the
                              Massachusetts Contract other than
                              the four Default Generation
                              Facilities; and

                       provided, further, that any amounts
                       settled and paid in accordance with this
                       Settlement Agreement will not be subject
                       to interest or late payment fees or
                       penalties.  EESI does not waive any right
                       it may have at any time in the future, to
                       charge EOP interest or late payment fees
                       or penalties pursuant to the Amended
                       California Contracts.

Event of Breach:  (1) In the event that EESI or its successors
                       or assigns is in breach of its obligations
                       pursuant to the Amended California
                       Contracts, EOP will be entitled to
                       exercise all of its rights under the
                       Amended California Contracts, including,
                       but not limited to the right to recover an
                       Early Termination Payment and its rights,
                       if any, against EESI; provided, however,
                       that EESI's rejection of the Amended
                       California Contracts will not be deemed a
                       breach of the Amended California
                       Contracts; and

                   (2) In the event that EOP is in breach of its
                       obligations pursuant to the Amended
                       California Contracts, EESI will be
                       entitled to exercise all of its rights
                       under the Amended California Contracts,
                       including but not limited to the right to
                       recover an Early Termination Payment.

Withdrawal of the
EOP Motion:       Upon the filing of the Settlement Agreement by
                   EESI with the Bankruptcy Court, the EOP Motion
                   shall be withdrawn by EOP, without prejudice
                   to EOP's right to bring a motion on the same
                   or similar grounds, if the approval of the
                   Settlement Agreement by the Bankruptcy Court
                   is subsequently denied, overturned or modified
                   on appeal.

In addition to preserving EESI's ability to realize the value of
the Amended California Contracts, Ms. Gray says, the Settlement
Agreement will provide for the payment of all undisputed amounts
owed by EOP to the Debtors' estates, and waivers and releases of
each party against the other in connection with the Energy
Contracts as identified in the Settlement Agreement.

By this Motion, Enron Energy Services asks the Court to approve
the Settlement Agreement with EOP. (Enron Bankruptcy News, Issue
No. 33; Bankruptcy Creditors' Service, Inc., 609/392-0900)

Enron Corp.'s 9.125% bonds due 2003 (ENRON2), DebtTraders says,
are quoted at a price of 9. For real-time bond pricing, see

EVERCOM INC: Senior Lenders Agree to Forbear Until July 19, 2002
Evercom, Inc. (formerly known as Talton Holdings, Inc.), a
provider of inmate telecommunications systems, announced that
Evercom and its senior lenders have entered into a Fifth
Amendment to its Loan and Security Agreement with respect to its
senior credit facility. The agreement extends the term of the
Company's existing forbearance period until July 19, 2002.

As previously disclosed, Evercom is in default of certain
covenants under its Senior Credit Facility. Under the terms of
the forbearance agreement, the Company's senior lenders will not
exercise remedies available to them during the period ending
July 19, 2002. The Company is in the process of exploring
strategic and financial alternatives. This includes discussions
with potential investors, the Company's investors and creditors,
and potential strategic partners.

Evercom is a provider of inmate telecommunications systems,
serving approximately 2,000 correctional facilities throughout
the United States. The Company has become a recognized leader in
providing comprehensive, innovative technical solutions and
responsive value-added service to the corrections industry.

EXIDE TECHNOLOGIES: GNB Unit Expands Communications Battery Line
GNB Industrial Power, the Network Power Business Group of Exide
Technologies (OTCBB: EXDTQ), announced the September 2002
availability for its new Marathona 12-volt, 90-ampere hour (AH)
battery.  This sealed, valve-regulated lead-acid (VRLA) battery
provides high quality reserve power for a variety of
communications as well as data infrastructure applications
including wireless, personal communications systems, third
generation broadband, Internet access and traditional wireline

In addition to the same outstanding design features and exacting
performance of the other Marathon front-terminal monobloc
products, Exide's new 90-AH FT Marathon battery also offers a
19-inch relay rack configuration solution.  Since its
introduction in 1999, the Marathon FT series has been one of the
most popular energy-storage products for communications
applications ever offered by Exide Technologies.  The product
offers unique features and benefits:

* The location of the terminals on the front -- rather than the
   top -- of the battery greatly simplifies installation and
   maintenance, particularly when the batteries are installed in
   a cabinet enclosure or on a standard relay rack.

* The Marathon FT series features the use of a safer, flame-
   retardant polypropylene resin material and a patented
   "diamond" side-wall structure that ensures structural
   integrity in higher operating temperatures.

* The compact battery footprint packs maximum power into a
   standard network equipment rack.

* The Marathon power package also can be scaled conveniently to
   meet any variety of AH requirements (up to 1200 AH) utilizing
   a single mounting structure.

"The expansion of the innovative Marathon FT Series allows Exide
Technologies to continue supporting the continuously evolving
needs of its communications customers," said Mitchell S.
Bregman, President of the Exide Technologies Network Power
Global Business Unit.  "This new product introduction is another
example of how Exide Technologies is leading the industry in
technology innovations and helping our customers add value to
their products and services."

Exide Technologies manufactures a complete line of Marathon VRLA
batteries, ranging from 30 AH to 550 AH in capacity, that
deliver reliable power for as long as ten years.

The new Marathon 90 FT battery will be built in the company's
Lisbon, Portugal manufacturing facility. (Exide Bankruptcy News,
Issue No. 6; Bankruptcy Creditors' Service, Inc., 609/392-0900)

EXODUS COMMS: Court Approves Stipulation with Secured Creditors
Exodus Communications, Inc., and its debtor-affiliates obtained
Court approval of a stipulation that was entered into by the
Debtors and Transamerica Business Credit Corp., Wells Fargo
Equipment Finance Inc. and Linc Equipment Receivables Trust
1999, all secured creditors.

Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP in
Wilmington, Delaware, explained that the stipulation is for the
settlement of the Creditors' claims arising out of the Master
Loan and Security Agreement dated September 3, 1997 by and
between Transamerica and Exodus Communications Inc., which was
amended by the Amended and Restated Master Loan and Security
Agreement dated June 30, 1998.  Pursuant to the Loan Agreement,
Exodus requested and Transamerica extended, financing through
eleven promissory notes including:

      Promissory Note No. 1      $1,931,166
      Promissory Note No. 2       2,170,882
      Promissory Note No. 3       1,839,971
      Promissory Note No. 4         390,229
      Promissory Note No. 5         198,993
      Promissory Note No. 6       2,294,563
      Promissory Note No. 7       1,225,845
      Promissory Note No. 8       1,081,413
      Promissory Note No. 9       1,022,823
      Promissory Note No. 10      1,940,941
      Promissory Note No. 11      2,221,570
      Total                     $16,318,396

Under the Loan Agreements, Mr. Chehi relates that Exodus
assigned and granted to Transamerica a continuing general, first
priority lien on and security interest in all of Exodus' right,
title and interest in all equipment to secure the payment and
performance of all obligations under each promissory note and
the loan agreements.  Under the Loan Agreements, the security
interest granted to Transamerica by Exodus in the Promissory
Notes, among other things:

A. remains in full force and effect until the indefeasible
     payment in full of Exodus' obligations under each promissory
     note and

B. remains binding upon Exodus and its successors and
     assigns and inure, together with the rights and remedies of
     Transamerica and its successors, transferees and assignees.

Transamerica subsequently sold five of the promissory notes to
other lenders.  One of them, Promissory Note No. 9 was sold to
Wells Fargo while Promissory Note No. 11 was sold to Linc.
Transamerica maintained ownership in Promissory Notes 2, 5, 7,
8, 10 and 12.  To date, the Debtors owe these amounts to the

* Transamerica - $2,114,444 for all promissory notes plus post-
                  petition interest rate of 6% in the amount of

* Wells Fargo  - $326,987 plus post-petition interest rate of
                  6% in the amount of $11,664

* Linc         - $632,840 plus post-petition interest rate of
                  6% in the amount of $23,488

Transamerica and Wells Fargo also incurred and paid $31,198 of
pre-petition and post-petition professionals' fees and expenses
with respect to enforcing and collecting their secured claims
against Exodus.  Linc, meanwhile, incurred and paid $2,390 of
pre-petition and post-petition professionals' fees and expenses
for similar action against Exodus.

The Debtors have agreed to grant the Secured Creditors a secured
claim in the amount of the value of their collateral and an
unsecured claim equal to the difference between the amount of
the Secured Creditors' claims and the value of their collateral.
The Secured Creditors' claims will be resolved through these

A. The Secured Creditors are entitled to recover $16,794 or 50
    percent of prepetition and postpetition attorney's fees and
    expenses incurred by the Secured Creditors and will waive all
    claims to any other fees and expenses incurred in connection
    with the Secured Creditors' claims.

B. Post-petition interest accrued on the Secured Creditors'
    promissory notes will be deemed allowed Class 5 General
    Unsecured Claims, subject to treatment and distribution
    according to the terms of the Second Amended Joint Plan of
    Reorganization of EXDS Inc. and its Debtor Affiliates.

C. Upon entry of the Order, the Debtors will wire the funds.
    Within two business days following the entry of an Order
    approving the stipulation, the Debtors will pay the secured
    creditors in immediately available funds.

     a. The Debtors will wire an amount not less than $2,130,043
        to Transamerica at the following address:

                Bank: Bank One N.A.
                One Bank One Plaza
                Chicago, IL 60670

                Acct. Name:   Transamerica Business Credit Corp.
                Acct. Number: 55-75427
                ABA Number:   071-000-013

     b. The Debtors will wire an amount not less than $326,987 to
        Wells Fargo at the following address:

                Bank: Bank One, N.A.
                One Bank One Plaza
                Chicago, IL 60670

                Acct. Name:   Transamerica Business Credit Corp.
                Acct. Number: 55-75427
                ABA Number:   071-000-013

    c. The Debtors will wire an amount not less than $634,035 to
       Linc at the following address:

                Bank: Associated Bank Chicago
                200 E. Randolph Drive
                Chicago, IL 60601

                Acct. Name:   Cash Recovery LLC
                Acct. Number: 21-57013000
                ABA Number:   071-002-147
(Exodus Bankruptcy News, Issue No. 20; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

DebtTraders says that Exodus Communications Inc.'s 11.625% bonds
due 2010 (EXDS3) are quoted at a price of 17.75. See
real-time bond pricing.

FEDERAL-MOGUL: Court Okays LOI re NA Camshaft Sale to Asimco
Judge Newsome approves the Letter of Intent (LOI) involving the
sale of substantially all of the assets of Federal-Mogul
Corporation's North American Camshaft Group to Asimco
International.  However, Judge Newsome wants the LOI amended so
as to make clear that:

A. the Debtors and Asimco intend for the Debtors to seek
    approval of the LOI before executing the Definitive
    Agreement; and,

B. the Debtors must submit the Definitive Agreement to the
    Bankruptcy Court at least 15 days prior to the Sale Hearing.

As previously reported, the NA Camshaft Group consists of the
Debtors' machined camshafts business located in Orland, Indiana,
certain assets of the machined camshafts business located in
Grand Haven, Michigan, and the Debtors' 80% interest in Federal
Mogul Assembled Camshafts.  The expression of interest submitted
by Asimco International stated a purchase price of $18,000,000.
After a thorough review of Asimco's proposal and subsequent
purchase price-focused negotiations, the Debtors determined that
Asimco's proposal, at a revised purchase price of $32,500,000,
less $6,800,000 in accounts receivable to be retained by the
Debtors, was superior to any other proposal that the Debtors had
received.  The Debtors, therefore, elected to enter into
negotiations with Asimco for the sale of the NA Camshaft Group
that led to a letter of intent dated May 6, 2002.

The salient terms of the intended asset sale as provided in the
original letter of intent are:

A. Purchase Price: On the Closing Date, Asimco, or a newly
                    formed affiliate of Asimco:

    a. has agreed to purchase the NA Camshaft Group for
       $25,700,000 payable by a wire transfer of $23,200,000;

    b. has agreed to deliver a promissory note worth $2,500,000,
       subject to a dollar-for-dollar adjustment based on the
       amount by which the Working Capital on the closing date is
       greater or less than an amount to be set forth in the
       definitive sale agreement that will consummate the
       transaction contemplated by the Letter of Intent.

B. The assets to be sold include:

    a. real property, fixtures and improvements at Orland and
       Grand Haven,

    b. the stock ownership of Federal Mogul Assembled Camshafts;

    c. all contract rights of F-M Assembled Camshafts;

    d. the intellectual property rights of F-M Assembled

    e. applicable rights to machinery and equipment located at
       the Facilities; and,

    f. all inventory and other goods at the Facilities;

    The Debtors will retain all cash, accounts receivable and
    Inter-company accounts receivable.

C. Refundable Purchase Price: Asimco has agreed that, upon the
    execution of the Definitive Agreement, and provided that the
    Letter of Intent has not been terminated, it will deliver a
    refundable purchase price deposit of $250,000 to the client
    trust account of the Debtors' counsel; and,

D. Allowed administrative Expense Claim: If the Letter of Intent
    is terminated by the Debtors' acceptance of a Qualifying
    Competing Proposal, or if there is an Overbid and Asimco is
    not the successful bidder, Asimco will have an allowed
    administrative expense claim against the Debtors' estates in
    the amount of $325,000 payable from the proceeds of the
    successful sale immediately after the Closing. (Federal-Mogul
    Bankruptcy News, Issue No. 19; Bankruptcy Creditors' Service,
    Inc., 609/392-0900)

Federal-Mogul Corporation's 8.8% bonds due 2007 (FEDMOG6),
DebtTraders reports, are trading at about 21. See
real-time bond pricing.

FLAG TELECOM: Has Until Sept. 9 to Make Lease-Related Decisions
FLAG Telecom Holdings Limited and its debtor-affiliates ask the
Court to give them more time within which to decide to assume or
reject unexpired leases. The Bankruptcy Code grants Debtors 60
days from the bankruptcy filing to decide which leases to assume
or reject.

That 60-day period expires on June 11, 2002 for the batch of
Debtors that filed for Chapter 11 petition on April 12, 2002 and
June 22, 2002 for the April 23, 2002 filers. After that, leases
are deemed rejected unless the Court grants an extension.

Conor D. Reilly, Esq., at Gibson, Dunn & Crutcher LLP, says that
while the Debtors anticipate making decisions on the leases "in
the near future," they will be unable to make informed decisions
to all the leases within the allocated 60-day time period. The
Debtors seek to extend the time to September 9, 2002.

Mr. Reilly says the Debtors need to do a "time-consuming
research" on the real-property markets to determine which of the
numerous leases will be assumed or rejected. The research will
review and analyze if each lease is appropriately priced for its
respective market. The Debtors have leased properties in 19
countries where they maintain offices.

The Debtors have been unable to make decisions on the leases
because they and their professional advisers have been focused
on day-to-day business operations, obtaining approval of first-
day applications and dealing with business and administrative
emergencies typical in large Chapter 11 cases.

Mr. Reilly says the Debtors needed an extra time to make sure
that they are making decisions based on sound business judgment.

The Second Circuit, in determining what constitutes "cause" for
extending the time period for assuming or rejecting leases,
notes these considerations:

   (a) where the leases are an important asset of the estate such
       that the decision to assume or reject would be central to
       any plan of reorganization;

   (b) where the case is complex and involves large numbers of
       leases; or

   (c) where the debtor has had insufficient time to
       intelligently appraise each lease's value to a plan of

Mr. Reilly says given the significant number of leased
properties and the complexity of the organizational structure of
the Debtors' businesses, the amount of information required to
make an informed determination is vast. He says the requested
extension will allow the Debtors to make a decision in the
context of the Debtors' development of a plan of reorganization.

Additionally, Mr. Reilly asks the Court not to compel the
Debtors to assume or reject a lease before an analysis of that
lease has been performed. He says the premature assumption or
rejection of a lease may result in the Debtors incurring
administrative claim or rejecting a valuable lease.

Mr. Reilly assures that the lessors will not be prejudiced by
the extension of time requested because:

    (a) the Debtors have performed and will continue to perform
        in a timely manner their post-Petition Date obligations
        under the Unexpired Leases, and

    (b) any lessor may request that the Court fix an earlier date
        by which the Debtors must assume or reject its lease in
        accordance with section 365(d)(4) of the Bankruptcy Code.

Mr. Reilly says forcing the Debtors to make a hasty decision is
inconsistent with the requirement that a Debtor use its best
business judgment to maximize the value of its estate for the
benefit of creditors.

Judge Gropper grants the Motion. (Flag Telecom Bankruptcy News,
Issue No. 10; Bankruptcy Creditors' Service, Inc., 609/392-0900)

FOSTER WHEELER: Bank Lenders Extend Waivers through July 31
Foster Wheeler Ltd. (NYSE:FWC) has obtained further extensions
through July 31, 2002 of both its waiver under its current
revolving credit facility and the forbearance of remedies for
its lease financing facility.

The company signed a term sheet with its bank lending group for
a $289.9 million bank credit facility on June 5, 2002. This
further extension of its current facility is necessary in order
to finalize the terms of a definitive agreement.

"We are making good progress in negotiating the final agreement
and meeting the conditions specified in the term sheet," said
Raymond J. Milchovich, Foster Wheeler's chairman, president and
CEO. "We expect that finalization of our senior credit facility
will be completed early in the third quarter."

FOSTER WHEELER: Defers Payments on Jr. Sub. Debt & Trust Pref.
Foster Wheeler Ltd. (NYSE:FWC) is exercising its right to defer
the payment of interest on the Junior Subordinated Debentures by
extending the interest period of such debentures for three
quarterly periods from January 15, 2002 until October 15, 2002.
This will defer the dividend on the FW Preferred Capital Trust I
9% Preferred Securities for the same time period, which includes
deferral of the July 15, 2002 payment.

According to a company spokesperson, the decision to defer
interest payments was part of ongoing efforts to realign the
company's capital structure.

DebtTraders says that Foster Wheeler Corporation's 6.75% bonds
due 2005 (FWC) are trading at about 48. See real-
time bond pricing.

FREDERICK BREWING: Auditors Doubt Ability to Continue Operations
For the period ended March 31, 2002, Frederick Brewing's
operating loss decreased by $258,745 to $313,671 compared to
$572,416 for the comparable period in 2001. Management
attributes the decrease in operating losses to a decrease in
operating costs, improved production efficiency and an increase
in capacity utilization at its Frederick, Maryland brewery.
Management believes that its operating losses will continue to
decrease in 2002 due in large part to expected further increases
in the capacity utilization rate at Frederick Brewing's brewery.

Under the production agreement with Snyder International Brewing
Group, LLC, Frederick Brewing currently brews Crooked River and
Christian Moerlein brands and began brewing the Little Kings
brand in June 2001. During the three month period ended March
31, 2002, Frederick Brewing had produced 4,806 barrels of SIBG
brands as compared to 1,871 barrels for the same period in 2001.
Through brewing the Crooked River and Christian Moerlein brands
and by adding the Little Kings in June 2001, management expects
that Frederick Brewing's annual production will grow to over
40,000 barrels and its current capacity utilization will
significantly increase.

On March 25, 2002, Frederick Brewing entered into a production
agreement with Stoudt Brewery, located in Adamstown, PA, with
production beginning in May 2002. In an effort to further
decrease operating losses, management continues to seek other
means by which to decrease operating costs and to increase
capacity utilization at the Frederick, Maryland facility,
including exploring opportunities to enter into additional
production agreements with other brewers. No assurance can be
given, however, that management's efforts will result in
decreased operating losses.

While Frederick Brewing's total barrels produced in the first
quarter of 2002 increased by 2,104 barrels to 7,168 barrels from
5,064 barrels produced in the first quarter of 2001, this change
is primarily caused by the significant increases in barrels
produced by Frederick Brewing under the production agreement
with SIBG. Sales of Frederick Brewing's proprietary brands (Blue
Ridge, Wild Goose, Brimstone and Hempen) decreased by 831
barrels from 3,193 barrels in the first quarter of 2001 to 2,362
barrels in the first quarter of 2002. A small percentage of this
decrease can be attributed to the phasing out of the Hempen

Gross sales for the interim periods ended March 31, 2002 and
2001 were $663,862 and $697,802, respectively, a decrease of
$33,940, or 4.9%. Gross sales of Frederick Brewing's proprietary
brands (Blue Ridge, Wild Goose, Brimstone and Hempen) for the
periods ended March 31, 2002 and 2001 were $407,935 and
$591,777, respectively, a decrease of $183,842, or 31.1%.

Frederick Brewing has sustained significant recurring operating
losses and cash flow deficits and has significant cash
commitments to creditors. These facts raise substantial doubt
about Frederick Brewing's ability to continue as a going

FREDERICK'S OF HOLLYWOOD: Agricole Seeks OK to Conduct Probe
Dow Jones reports that Credit Agricole Indosuez, the agent for
lingerie retailer Frederick's of Hollywood Inc.'s lenders, is
seeking bankruptcy court authorization to conduct an
investigation of the company in connection with efforts to
formulate a chapter 11 reorganization plan for the retailer.

Credit Agricole Indosuez is asking for the authority to question
a witness or witnesses on July 18. The company is also asking
the company to produce requested documents by July 8, according
to a motion obtained by Dow Jones Newswires. The filing said a
hearing before the U.S. Bankruptcy Court in Los Angeles isn't

Frederick's of Hollywood filed for chapter 11 bankruptcy
protection on July 10, 2000, listing assets of $66 million and
liabilities of about $67 million in its petition. (ABI World,
June 28, 2002)

GENESEE CORP: Posts $29MM Net Assets in Liquidation at April 27
Genesee Corporation (Nasdaq: GENBB) issued its statement of net
assets in liquidation and statement of changes in net assets in
liquidation as of and for the fiscal year ended April 27, 2002.

The Corporation is currently operating under a plan of
liquidation and dissolution that was approved by shareholders in
October 2000.  Under this plan, the Corporation sold its brewing
and equipment leasing businesses in December 2000 and its Foods
Division in October 2001.  In accordance with generally accepted
accounting principles, the sale of the Foods Division caused the
Corporation to adopt the liquidation basis of accounting.  Under
the liquidation basis of accounting, the Corporation does not
report results from continuing or discontinued operations.
Instead, the Corporation reports only net assets in liquidation
and changes in net assets in liquidation, which are based on
management's estimates.

The Corporation reported net assets in liquidation at April 27,
2002 of $29.6 million, or $17.69 in net assets per share,
compared to net assets in liquidation at January 26, 2002 of
$37.5 million, or $22.43 in net assets per share.  The decrease
in net assets in liquidation reflects the $5.00 per share
liquidating distribution which was paid on May 17, 2002, and
adjustments to the assets and liabilities of the Corporation
based on management's current estimates of the net realizable
value of the Corporation's assets and the settlement costs of
the Corporation's liabilities.  The actual values and costs are
expected to differ from the amounts reported and could be
greater or lesser than the amounts reported.

The Corporation also announced that it has sold all of its
interests in Clinton Square, a Class A office building in
Rochester, New York, for $2.4 million.  The Corporation provided
a portion of the construction financing for Clinton Square when
it was built in 1988.  A portion of the Corporation's
construction loan was subsequently converted to equity and the
balance of the loan was converted to long-term subordinated
debt.  At the time of the divestiture of its interests in
Clinton Square, the Corporation held a junior subordinated note
with a principal balance of $2.7 million and a maturity date of
September 2007 and a ten percent equity interest.  In addition,
the Corporation was a guarantor of half of a $5.5 million senior
subordinated loan on Clinton Square.  Under the terms of the
divestiture, the Corporation sold its ten percent equity
interest and its junior subordinated note to entities affiliated
with one of the current owners of Clinton Square for $2.4
million in cash.  In addition, the buyers agreed to indemnify
the Corporation for any liability arising from its guaranty of
the senior subordinated loan.

"The complete divestiture of the Corporation's interests in
Clinton Square for $2.4 million is an important and positive
step in the liquidation of the Corporation," said Mark W.
Leunig, Senior Vice President and Chief Administrative Officer
of the Corporation.  "We were able to monetize the Corporation's
most illiquid asset without sacrificing value to shareholders,
and we eliminated a significant contingent liability by
obtaining indemnification from any potential claim on the loan
guaranty," said Mr. Leunig.  "The divestiture of Clinton Square
is also a big win for the building and downtown Rochester
because it keeps ownership of Clinton Square in the hands of its
original developers, who are committed to maintaining Clinton
Square's prominent place on the Rochester skyline," said Mr.

NOTE:  The Corporation paid partial liquidating distributions of
$7.50 per share on March 1, 2001, $13.00 per share on November
1, 2001 and $5.00 per share on May 17, 2002 under the plan of
liquidation and dissolution adopted by the Corporation's
shareholders in October 2000.  The amount and timing of
subsequent liquidating distributions are subject to a number of
factors, including without limitation, the risks and
uncertainties identified in the information below about forward-
looking statements.

GENSCI REGENERATION: March 31 Equity Deficit Tops C$16 Million
GenSci Regeneration Sciences Inc. (Toronto: GNS), The
Orthobiologics Technology Company(TM), announced cash, cash
equivalents and short-term investments at March 31, 2002
increased to C$4.8 million compared to C$4.2 million at March
31, 2001.  This also compares to C$1.2 million in cash and cash
equivalents at December 31, 2001.

The Company announced a loss of C$544,435 (US$343,772) for the
first quarter of 2002 compared to a loss of C$2.0 million
(US$1.3 million) for the first quarter of 2001.  Revenues
for the first quarter ended March 31, 2002 were C$9.7 million
(US$6.1 million) compared to C$10.6 million (US$6.9 million) for
the same quarter in 2001.

At March 31, 2002, the company's total assets exceeded its total
liabilities by about C$16 million.

"We are different in many ways in 2002 because we have developed
an excellent independent sales network, expanded our
international presence to ten countries in Europe, Asia and
Latin America, significantly reduced payroll and operating
expenses and improved our product pipeline," said Douglass
Watson, President and CEO.  "We are poised in 2002 and 2003 to
introduce several new products important to our future success,
and expect to emerge from ongoing legal proceedings as a much
stronger, more focused company."

Mr. Watson said he is pleased that the May 2002 launch of
DBM100, the new Accell(TM) family of osteobiologic formulations
made from demineralized bone matrix, is being well accepted by
surgeons.  "We expect to see a positive impact from this product
in the very short-term," GenSci's CEO said.

GenSci expects that its interim financial statements for the
period ended March 31, 2002 and its Annual Information Form will
be filed on or by July 2, 2002 and at which time they can be
found at http://www.gensciinc.comand

GenSci Regeneration Sciences Inc. has established itself as a
leader in the rapidly growing orthobiologics market, providing
surgeons with biologically focused products for bone repair and
regeneration.  Its products can either replace or augment
traditional autograft surgical procedures.  This permits less
invasive procedures, reduces hospital stays, and improves
patient recovery.  Through its subsidiaries, the Company
designs, manufactures and markets biotechnology-based surgical
products for orthopedics, neurosurgery and oral maxillofacial

For additional information please visit GenSci's new Web site:

GLOBAL CROSSING: Telecordia Seeks Payment for Unpaid Services
Telcordia Technologies, Inc. submits this Request for Payment of
Administrative Expenses by Global Crossing Ltd., and its debtor-
affiliates in the total amount of $1,674,972.11, for unpaid
services provided by Telcordia to the Debtor during the period
from the commencement of this bankruptcy case through May 23,

Greg R. Yates, Esq., at Steptoe & Johnson LLP in Washington
D.C., relates that prior to the commencement of this bankruptcy
case, Telcordia and the Debtor were parties to several
agreements. Among these agreements are the Telcordia Exchange
Link Service Agreement dated June 7, 2000, as amended, the
International Master License Agreement for Common Language
Products dated April 6, 2001, as amended and the Telcordia
Routing Administration Fair Share Plan contract, as amended.

The Exchange Link Contract is a master agreement for the
provision of two Telcordia service offerings:

A. use of the Telcordia Exchange Link Service which is a service
    bureau clearinghouse for transmission of both customer and
    Systems(facilities) information and

B. a license to the proprietary Telcordia Virtual Front Office
    which is an order entry system for the Telcordia Exchange
    Link Service.

These service offerings allow Global Crossing to effectively
provision and invoice its service offerings to its customers by:

   * exchanging order information with other telecommunications
     carriers concerning customers who wish to transfer their
     local telephone services to Global Crossing and

   * exchanging order information with other telecommunications
     carriers concerning the facilities required by Global
     Crossing to build its network and necessary to provide
     services to its customers.

In addition to the license and services, Mr. Yates informs the
Court that Telcordia provides maintenance and help desk services
for both the Exchange Link Services and the VFO Software, as
well as Demand Services as requested by the customer.  Pursuant
to the Exchange Link Contract, Exchange Link Services are to be
invoiced on a quarterly basis, in advance of usage, in the
amount of $625,000 per quarter, and VFO Software License fees
are to be invoiced on an annual basis, in advance of usage, in
the amount of $300,000 per annum.  All invoices submitted under
the Exchange Link Contract are payable 30 days from the date
invoices are received by Global Crossing.

Mr. Yates explains that the contract for Common Language
Products is a master agreement which gives Global Crossing the
right to license and the Common Language code-sets within their
business processes and systems and obtain other support services
including training and consulting services. Pursuant to the
Common Language Contract, Telcordia provided access to the code-
sets and ongoing Common Language support services and
deliverables as specified in Schedule A of the Common Language
Contract (License Agreement). The balance due for the license
and support for the contract term is $1,900,000.00.

At the request of Frank Lamb of Global Crossing, Telcordia also
provided an onsite consultant, Raleigh Chastine, to prepare
learning modules related to CLCI S/S and NC/NCI code-set
utilization procedures.  The consultation was from January 28,
2002 through February 28, 2002 at a fee of $32,400.00.

In addition, Mr. Yates states that Global Crossing used the
Telcordia Common Language On-Line Entry System (Clones) to
obtain reports, database queries, database storage, maintenance
and processing related to location data residing in Clones, a
proprietary Telcordia data base.  Global Crossing has 9,348 CLLI
codes in Clones.  Global Crossing also used the proprietary
Telcordia LOCATEIT system for address lookups and mileage
calculations.  The usage, as provided in Schedule C of the
Master License Agreement, was from 1/28/02 through 4/30/02 at a
fee of $6,490.97.  Telcordia bills the Debtor on a periodic
basis for license fees accrued under the Common Language
Contract, and in incremental amounts in accordance with the
amount of actual usage under the Debtor's enterprise license on
a monthly basis.

Pursuant to the TRA Contract, Mr. Yates tells the Court that
Telcordia provides the debtor with access to its Business
Information Routing and Rating Database System, allowing
allowing the Debtor to input its routing and rating data into
the database.  In each calendar year, Telcordia bills the Debtor
in March for Debtor's estimated usage of the TRA database for
that calendar year.  Insofar as Debtor's actual usage, a true-up
billing is performed in March of the following year.
information in the database is made available to the Debtor and
other companies properly licensed to access the database.

Mr. Yates accords that information in the database is also made
available to the Debtor and other companies under separate
licenses called product licenses.  The Debtor contracted for
access to the TRA database and $22,575.94 was invoiced for
access during the 2002 calendar year; $1,731.85 worth of this
access was prepetition, while $20,844.09 is for post-petition
access. Debtor also contracted for several issues of several
products: LERG, TPM, and LERG One Day Changes.  The amount of
$1,375.05 has been invoiced for these products to date and an
additional $2,317.50 will be invoiced in June (for March, April
and May LERGs).  As a result of Telcordia's provision of
database access and products, the Debtor has been able to learn
of changes to the portions of the national telephone network
controlled by other companies and has been able to inform other
companies of changes in its network.  Without this facility the
Debtor would not have been able to route and rate its telephone
calls to other companies' customers accurately.  Nor would other
companies have been able to rate or route telephone calls to
Debtor's customers accurately.

Mr. Yates claims that the services rendered under the Agreements
are critical to the operation of the Debtor's telecommunications
network.  Without Telcordia's software and services, the
Debtor's network would not function.  In addition to other
payment terms, each of the Agreements requires that in order to
avoid termination of the Agreement for non-payment, the Debtor
must pay Telcordia within 30 days of receipt an invoice.

Mr. Yates submits that the Debtors failed to make payment on
invoices for the VFO Software License Fee of $300,000 and
quarterly Exchange Link Services of $625,000 under the Exchange
Link Contract.  These were invoiced shortly before the Petition
Date, but covered services and license rights provided post-
petition.  Telcordia has provided valuable services and license
rights to the Debtor postpetition.

On March 18, 2002, Mr. Yates contends that Telcordia sent to the
Debtor a letter requesting payment for postpetition services
pursuant to the terms of the Agreements.  At the time of the
March 18 letter, the Debtor failed to timely pay both the post-
petition portion of the Exchange Link Services and VFO Software
License invoice and another Exchange Link Services invoice which
was transmitted and payable after the filing date as well as
other post petition invoices under the Common Language
Agreements.  In addition to detailing the then owed postpetition
obligations, the letter enclosed copies of the outstanding
invoices and a system report demonstrating Debtor's actual post-
petition usage of the Exchange Link Services. Despite this
letter, the Debtor has failed to make payment on its post-
petition obligations, and has now defaulted on each of the
Agreements postpetition.

Since the Petition Date, Telcordia has provided and invoiced
services and license fees to the Debtor under the various
Agreements. The total value of the services obtained by the
Debtor from Telcordia between the Petition Date and May 23, 2002
is $1,674,972.11.  Telcordia has not been paid for any of these
postpetition services.

Mr. Yates avers that the licenses, services and related
equipment provided postpetition by Telcordia to the Debtor under
the Agreements were provided in the ordinary course of business,
and constitute actual, necessary expenses incurred for the
benefit of the Debtor.  By using the Telcordia services and
equipment, the Debtor was able to continue to provide services
to thousands of its customers, which in turn resulted in
continuing revenues and the generation of cash for the debtor-
in-possession.  Without Telcordia's software and services, the
Debtor would have been unable to track or invoice its services.
The charges under the Agreements are either negotiated license
fees and/or rates, or are fees based upon the actual usage of
services by the Debtor. These charges are then passed on to the
Debtor's customers as part of the Debtor's fees for its own
services to its customers.

Without Telcordia's products and services, Mr. Yates believes
that the the Debtor's network would not function properly, and
it would be unable to maintain its business operations.
Consequently, the services provided by Telcordia unquestionably
benefited the estate.  The value of these services are the
negotiated rates specified in the Agreements.  There can be no
dispute that the services and equipment provided by Telcordia
provided constitute "actual, necessary costs and expenses of
preserving the estate" and are entitled to allowance as
administrative expenses pursuant to section 503(b) of the
Bankruptcy Code. (Global Crossing Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

GREKA ENERGY: Closes $56 Million Debt Restructuring Transactions
Greka Energy Corporation (Nasdaq: GRKA) announced that the
Company successfully restructured its business to focus on its
Integrated Operations in Santa Maria, California as previously
committed to be concluded by the end of the second quarter.

The Company institutionally placed $30 million of a secured
credit facility to conclude the debt restructuring and a
material acquisition of oil and gas assets in Santa Maria,
California within its Integrated Operations. Of the $30 million
proceeds received on June 27, 2002, the Company paid $14.3
million to GMAC Commercial Credit, LLC to retire its term loan,
$12 million to Vintage Petroleum, Inc., and the balance toward
working capital and closing costs. The Company executed a
promissory note for the remaining $6 million purchase price owed
to Vintage Petroleum to be paid within twelve months.

The assets acquired from Vintage Petroleum include all of their
interests in oil and gas producing properties and facilities in
the Santa Maria Valley of Central California. This consists of 5
fields and approximately 110 producing wells, encompassing over
5,000 acres of mineral interest and over 800 acres of real
estate. Greka will operate the properties that reportedly have
total daily production currently averaging approximately 2,000
BBL of heavy crude oil and 300 Mcf of gas. At $20 BBL, these
properties sustain a PV-10 value before tax of approximately $36
million with proved reserves of approximately 5.5 MMBOED. As a
result of acquiring the increased production, the total average
throughput at the Company's asphalt plant is now increased 36%
to 3,400 BBL per day, over 90% of which are equity barrels.

Following and as part of the March 2002 announcement of the
Company's restructuring plan, the Company has also concluded the
divestiture of its interests in the Potash Field, Louisiana for
a contract price of $20 million, its interests in the Manila
Village Field, Louisiana, and its interests in the Indonesia
prospect for a $4 million production payment and retained 5%
overriding royalty interest. The Company has also closed its
offices in Bogota and Jakarta and plans to close its Houston
office in July 2002.

Mr. Randeep S. Grewal, Chairman, CEO & President, stated, "We
announced Greka's restructured business plan in March 2002. This
plan's first implementation was with the Company's 2001 year-end
audit conducted by its newly appointed independent accountants,
Deloitte & Touche.

At the same time, the Company and its Board of Directors
evaluated Greka's E&P asset base. Considering the commodity
price environment, management and the Board decided that it was
an opportune time to divest Greka's interest in the Potash Field
and capitalize on the value we created in the asset since
Greka's acquisition of Saba in 1999. Since 1999, we converted
the primarily shut-in field to a valuable asset by eliminating
title defects and related litigation, executing several
workovers that confirmed the reservoir productivity, and
successfully drilling a new well that proved the Company's
geophysical interpretation and field potential. The Company's
decision to sell Potash was the correct course of action as
demonstrated by Greka's collection in May 2002 of $20 million
cash proceeds from the sale.

The divestiture of Potash was the catalyst that allowed Greka to
implement a comprehensive restructured business plan
concentrating on Greka's Integrated Operations. To achieve this,
aggressive and proactive milestones were established to
completely restructure by the end of the second quarter the
Company's balance sheet, operations, and profit and loss
statement going forward. In spite of the turbulent finance
market and economy, the Company concluded the restructuring on
time and within its expectations as previously committed to
Greka's shareholders."

Mr. Grewal further stated, "The successful restructuring places
Greka in a different paradigm as compared to the second quarter
2002. This re-engineering provides the Company significantly
better liquidity, a de-leveraged balanced sheet, and focused
management and operations. Our focus on the simplistic niche
within our Integrated Operations business should enhance the
Company's efficiency and productivity, and thus profitability.
The affirmative results of the plan are expected to be
demonstrated in the Company's financial and operational
performance beginning in the third quarter, and we expect to
release a revision to Greka's guidance concurrently with the
Company's release of its second quarter earnings."

Mr. Grewal further noted, "The core strength of Greka lies in
its employee base and management team. It is because of their
continued and unconditional commitment to Greka's success that
we have proudly achieved these milestones that now enable
Greka's shareholders and employees to reap the rewards going

Recognition is also deserving of Durham Capital Corporation and
CIBC World Markets. Durham Capital advised the Company in the
$30 million financing and was instrumental in facilitating the
transaction timely in accordance with the Company's aggressive
objectives to close within the second quarter. CIBC World
Markets represented the Company in the $20 million Potash sale
and was actively involved in closing the transaction within the
Company's price and 90-day closing expectations."

Greka is a vertically-integrated energy company with primary
areas of activities in California and long-term in China. The
Company is principally focused on exploiting the high cash
margin created from the relatively stable natural hedge by its
crude production and the asphalt market in Central California.

IT GROUP: Wants to Keep Dipping into Lenders' Cash Collateral
The IT Group, Inc., and its debtor-affiliates ask the Court to
allow them continued access to their Prepetition Lenders' Cash
and other prepetition Collateral.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP in Wilmington, Delaware, tells the Court that the
Prepetition Lenders have indicated a willingness to consent to
the continued limited use of the Cash Collateral.  This is on
the condition that the Debtors continue to provide adequate
protection for the Prepetition Agent and the Prepetition Lenders

A. the continued use of the Prepetition Collateral and Cash
    Collateral; and,

B. any diminution in value of Prepetition Collateral and Cash
    Collateral, and the corresponding proceeds.

As adequate protection:

A. The Debtors will pay on a current and ongoing basis all of
    the fees and disbursements incurred by the Prepetition Agent
    in connection with the Prepetition Credit Agreement.  The
    Debtors will also pay to the Prepetition Agent on a current
    basis all of the administrative and collateral agent fees and
    letter of credit fees that are provided for under the
    Prepetition Credit Agreement;

B. Interest will continue to accrue under the Prepetition Credit
    Agreement according to the rate set forth in the Prepetition
    Credit Agreement;

C. The Prepetition Agent is granted valid, binding, enforceable
    and perfected replacement liens (Adequate Protection Liens)
    in all Postpetition Collateral to secure an amount equal to a
    sum (Adequate Protection Obligations) of, without

    a. the aggregate amount of Cash Collateral used by the

    b. the aggregate diminution, if any, subsequent to the
       Commencement Date, in value of the Prepetition Collateral,
       whether by depreciation, use, sale, loss, decline in
       market price or otherwise; and,

    c. the sum of the aggregate amount of all cash proceeds of
       Prepetition Collateral and the aggregate fair market value
       of all non-cash Prepetition Collateral which is applied in
       payment of any obligations or expenses of the Debtors
       other than the Prepetition Indebtedness;

    The Adequate Protection Liens are subject and subordinate
    only to the Carve-out or liens in existence in the
    Postpetition Collateral as of the Commencement Date, or valid
    liens perfected (but not granted) after the Commencement Date
    to the extent the perfection regarding a pre-Commencement
    Date claim is expressly permitted under the Bankruptcy Code.
    The Adequate Protection Liens are senior and superior to the
    Prepetition Liens;

D. The Adequate Protection Obligations will constitute and will
    be claims in each of the Debtors' Chapter 11 cases with
    priority over any and all administrative expenses of the
    kinds specified in Sections 503(b) or 507(b) of the
    Bankruptcy Code, subject only to the Carve-out;

E. Consistent with Section 552 of the Bankruptcy Code, proceeds,
    products, rents, and profits of the Prepetition Collateral,
    and all property and assets of the Debtors which are of the
    same type or nature as the Prepetition Collateral, coming
    into existence or acquired by the Debtors on or after the
    Commencement Date (including, without limitation,
    substantially all of the Shaw Proceeds and all accounts
    receivable and inventory generated after the Commencement
    Date) are deemed to be Prepetition Collateral, subject to the
    Prepetition Liens; and,

F. The Debtors will not use Cash Collateral with respect to any
    payments to the Debtors' directors, officers, employees and
    agents in connection with any retention agreements, retention
    bonuses, stay bonuses or severance agreements that have not
    been disclosed to the Prepetition Lenders and agreed to by
    the Prepetition Agent.

Lenders agree to a $750,000 Carve-out for:

a. the unpaid fees of the Clerk of the Bankruptcy Court and of
    the U.S. Trustee pursuant to the Judicial Code Section
    1930(a) and (b); and,

b. the aggregate allowed unpaid fees and expenses payable under
    Sections 330 and 331 of the Bankruptcy Code to professional
    persons retained pursuant to an order of the Court by the
    Debtors or any statutory committee appointed in these Chapter
    11 cases.

So long as no Event of Default has occurred or is continuing,
Mr. Galardi relates that the Debtors are further permitted to
pay compensation and reimbursement of expenses allowed and
payable under Sections 330 and 331 of the Bankruptcy Code.  An
Event of Default occurs when:

A. an order is entered converting one or more of the Debtors'
    Chapter 11 cases to a case under Chapter 7 of the Bankruptcy

B. an order is entered dismissing one or more of the Debtors'
    Chapter 11 cases;

C. the Debtors fail to comply with any material terms,
    conditions or covenants contained in this Third Interim Cash
    Collateral Order;

D. except for the Carve-out, an order is entered granting a
    super-priority claim or lien pari passu with or senior to
    that granted to the Prepetition Lenders and the Prepetition

E. an order is entered, which constitutes the stay,
    modification, appeal or reversal of this Third Interim Cash
    Collateral Order or which otherwise affects the effectiveness
    of this Third Interim Cash Collateral Order;

F. the Debtors fail to make any payment due under this Third
    Interim Cash Collateral Order within three business days
    when due;

G. an order is entered appointing any examiner having expanded
    powers or a trustee to operate all or any part of any of the
    Debtors' businesses;

H. an order is entered granting relief from the automatic stay
    so as to allow a third party or third parties to proceed
    against any property, including the Prepetition Collateral,
    of the Debtors which has a value, or to commence or continue
    any litigation against the Debtors involving potential
    liability not covered by insurance, in excess of $500,000 in
    the aggregate;

I. any judgment or order as to a postpetition liability or debt
    for the payment of money in excess of $250,000 is rendered
    against any of the Debtors, and the enforcement of the order
    has not been stayed;

J. any non-monetary judgment or order with respect to a
    postpetition event has been rendered against any of the
    Debtors which does or would reasonably be expected to:

    a. cause a material adverse change in the financial
       condition, business, prospects, operations or assets of
       the Debtors taken as a whole on a consolidated basis; or,

    b. have a material adverse effect on the rights and remedies
       of the Prepetition Agent or any Prepetition Lender;

K. The Debtors fail to comply with the cash management and
    account provisions in the Prepetition Credit Agreement
    without the express prior written consent of the Prepetition
    Agent; and,

L. This Third Interim Cash Collateral Order does not become a
    Final Order on or before July 24, 2002.

Upon the occurrence and during the continuance of an Event of
Default, Mr. Galardi accords that the Debtors must immediately
cease using Cash Collateral (unless otherwise permitted by the
Prepetition Agent), and will segregate and hold Cash Collateral
for the benefit of the Prepetition Lenders, subject to further
order of the Bankruptcy Court.

Mr. Galardi deems that the treatment requested by the Debtors
for the Prepetition Agent and the Prepetition Lenders will
minimize disputes and litigation over collateral values, use of
Cash Collateral, and the need to segregate the Prepetition
Collateral and its proceeds from the Postpetition Collateral.

Additionally, Mr. Galardi notes that the Debtors have furnished
to the Prepetition Lenders a budget for weekly cash receipts and
expenditures for the period June 7, 2002 through and including
September 27, 2002.  This budget has been approved by the
Prepetition Agent.

                      Committee Objects

Eric M. Sutty, Esq., at The Bayard Firm in Wilmington, Delaware,
argues that the Proposed Cash Collateral Order improperly seeks
to have this Court find that the Prepetition Lenders are secured
by "substantially all of the Shaw Proceeds."  Obviously, the
issue of the validity, priority and extent of the liens and
security interests of the Prepetition Lenders is not before the
Court.  Rather, that issue has been preserved by agreement
between the Committee and the Prepetition Lenders through July
24, 2002 (at which time an action must be commenced in
accordance with the Existing Cash Collateral Order).

Mr. Sutty elaborates that, as set forth in the Existing Cash
Collateral Order, the Prepetition Lenders have whatever
protection is accorded to them "consistent with Section 552 of
the Bankruptcy Code."  Simply put, if the Prepetition Lenders do
not have valid liens and security interests in the Shaw Proceeds
the Committee reserves the right to assert that position.  The
purported change in the Existing Cash Collateral Order seeks to
deprive the Committee of that right.

Similarly, Mr. Sutty points out that the Proposed Cash
Collateral Order improperly seeks to eliminate language, which
explicitly preserves the rights of the Committee in connection
with the binding nature of the order.

Mr. Sutty further states that the Committee protests the
Proposed Cash Collateral Order, which requires a final order by
July 24, 2002.  The next omnibus hearing in these Cases is
scheduled for July 31, 2002.  The Committee also opposes the
reduction in the amount of the existing Carve-Out of the
Proposed Cash Collateral Order from $1,750,000 to $750,000.  The
Debtors do not provide any explanation whatsoever for this

In addition, Mr. Sutty tells the Court that the Committee
complains that the Proposed Budget seeks to impose a cap on the
fees and expenses of the Committee's professionals at 25% of the
budgeted fees and expenses of the Debtors' professionals.  Given
that the Committee has been given authority by the Court to file
a Chapter 11 plan in these Cases, the purported cap on the fees
and expenses of the Committee's professionals is unjustified and
is undoubtedly meant to give the Debtors and the Prepetition
Lenders control over the administration of these Cases.  All
fees and expenses sought by professional persons in these Cases
are subject to review and approval by this Court. (IT Group
Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

ITC DELTACOM: Brings-In Latham & Watkins as Bankruptcy Counsel
ITC DeltaCom, Inc. seeks to employ and compensate Latham &
Watkins as its lead bankruptcy counsel to prosecute it's chapter
11 proceeding to a successful conclusion.  The Debtor tells the
U.S. Bankruptcy Court for the District of Delaware that it
selected Latham & Watkins because the firm's attorneys have
extensive experience, knowledge and resources in this area, and
Latham & Watkins has the ability to commit substantial resources
to legal problems on an urgent basis.

The Debtor proposes that Latham & Watkins will render legal
services relating to the day-to-day administration of this
chapter 11 case and the myriad issues that may arise out of the
operation of the Debtor's business, including:

      a. advising the Debtor of its powers and duties as debtor
         in possession in the continued operation of its business
         and management of its properties;

      b. providing assistance, advice and representation
         concerning the Debtor's Plan of Reorganization, the
         Disclosure Statement relating thereto, and the
         confirmation of such plan;

      c. providing assistance, advice and representation
         concerning any further investigation of the assets,
         liabilities and financial condition of the Debtor that
         may be required;

      d. representing the Debtor at hearings or matters
         pertaining to its affairs as debtor in possession;

      e. prosecuting and defending litigation matters and such
         other matters that might arise during and related to the
         chapter 11 case;

      f. providing counseling and representation with respect to
         the assumption or rejection of executory contracts and
         leases and other bankruptcy-related matters arising from
         this chapter 11 case;

      g. providing advice, assistance and representation with
         respect to the myriad general corporate and litigation
         issues as they relate to this case, including, but not
         limited to, real estate, ERISA, securities, corporate
         finance, tax and commercial matters; and

      h. performing such other legal services as may be necessary
         and appropriate for the efficient and economical
         administration of this chapter 11 case.

In separate application, the Debtor also seeks to retain
Richards, Layton & Finger, P.A, as local counsel, and Hogan &
Hartson, LLP, as special counsel. The Debtors assure the Court
that the three firms will avoid duplication of effort in their

The Debtors agree to pay Latham & Watkins its customary billing

      General Range of Rates
      Partners            $395-$725 per hour
      Of Counsel          $350-$595 per hour
      Associates          $195-$460 per hour
      Law Clerks          $190-$220 per hour
      Paralegals          $125-$245 per hour
      Project Assistant   $90-$115 per hour

      Partners Expected to be Most Active
      Martin Flics        $650 per hour

      Associates Expected to be Most Active
      Roland Young        $450 per hour
      Heather Daly        $310 per hour
      Timothy Solomon     $225 per hour

      Paralegal Expected to be Most Active
      Julian Pereira      $165 per hour

ITC Delatacom, Inc., an exempt telecommunications company and a
holding company, filed for chapter 11 protection on June 25,
2002.  When the Company filed for protection from its creditors,
it listed $444,891,574 in total assets and $532,381,977 in total

iGO CORP: Fails to Comply with Nasdaq Continued Listing Criteria
iGo Corporation (Nasdaq: IGOC), a leading mobile and wireless
accessories solutions provider, received an additional Nasdaq
Staff Determination on June 26, 2002, indicating that the
company has failed to comply with the market value of publicly
held shares requirement for continued listing on The Nasdaq
National Market (Nasdaq Marketplace Rule 4450(a)(2)) and that
its stock is, therefore, subject to delisting.  On May 24, 2002,
iGo announced that it had received a Nasdaq Staff Determination
with respect to the minimum bid price of the company's shares.
The company has requested and has been granted an oral hearing
before the Nasdaq Listing Qualifications Panel on July 11, 2002
to review both Staff determinations.  At the hearing the company
intends to request an extension of time in order to consummate a
pending merger with Mobility Electronics, Inc., upon completion
of which the company will cease to exist and its stock will no
longer be traded.  iGo stock will continue to be traded on The
Nasdaq National Market pending the outcome of the hearing.

The Nasdaq Listing Qualifications Panel, which will conduct the
hearing, will consider a number of factors in deciding whether
to grant the company's appeal.  There can be no assurance that
the company's request for continued listing will be granted.  If
the company's appeal is denied, its common stock will be
delisted from The Nasdaq National Market.  In that event, the
company may choose to phase down to the Nasdaq SmallCap Market
or have its common stock traded on the OTC Bulletin Board's
electronic quotation system or another quotation system or
exchange on which the company's shares would qualify.  The
company's stockholders would still be able to obtain current
trading information, including the last trade bid and ask
quotations, and share volume.

iGo Corporation (Nasdaq: IGOC) is a leading business-to-business
developer and multi-channel marketer of parts and accessories
including batteries, adapters and chargers for notebooks, cell
phones and handheld devices.  The company's products address the
needs of mobile professionals and corporations with mobile
workforces that demand solutions to keep them powered up and
connected.  iGo enables many of the FORTUNE 500 to efficiently
purchase and receive mobile products and services.  iGo develops
its own line of mobile accessories under the Xtend and Road
Warrior brands.  iGo's products are available toll-free (1-800-
DIAL-IGO), on its award-winning Web site --
- and through dedicated corporate account teams.  Products are
also available through leading distributors, including Ingram
Micro and Tech Data, and over 1,000 resellers nationwide.  iGo's
alliances and business partners include companies such as Acer,
IBM and NEC.  For more information about iGo, please see "About
iGo" at

IMPERIAL SUGAR: Amends Financial Covenants One More Time
Imperial Sugar Company (OTCBB:IPSU) announced that the Company
and its bank group have amended the financial covenants of the
Company's senior bank facility for the quarters ended June 30,
2002 and September 30, 2002.

Subsequent quarters have not yet been addressed. The amended
agreement also increases the amounts available for borrowing
through the end of the calendar year. The agreement further
requires continuing efforts to refinance the facility through a
combination of asset sales, new lender relations and other forms
of capital that might be raised. In this regard, the Company has
retained Banc of America Securities LLC to assist in the asset
sales and refinancing alternatives. The Company also amended its
receivables securitization agreement with GE Capital in a
similar fashion.

Under the bank facility amendment, the interest rate for
borrowings increases, although most of this increase is to be
paid through an increase in principal due rather than in cash.
In addition, the amendment contemplates a refund of a
significant portion of this principal increase if the credit
agreements are refinanced by December 31, 2002.

Robert A. Peiser, Imperial Sugar's President and CEO, said, "I
am pleased with the cooperation and support of our lenders. We
believe these agreements will enable us to execute our multi-
faceted strategy of improving operating results, disposing of
certain assets to reduce our leverage and refinancing our
remaining debt so that it is properly structured to anticipate
the long-term needs of our Company."

The Company is filing a copy of the amendments with the SEC as
an exhibit to a report on Form 8-K.

Imperial Sugar Company is the largest processor and marketer of
refined sugar in the United States and a major distributor to
the food service market. The Company markets its products
nationally under the Imperial(TM), Dixie Crystals(TM),
Spreckels(TM), Pioneer(TM), Holly(TM), and Diamond Crystal(TM)
brands. Additional information about Imperial Sugar may be found
on its Web site at

J2 COMMUNICATIONS: Ronald Holzer Discloses 11.9% Equity Stake
Mr. Ronald Holzer of Highland Park, Illinois is the beneficial
owner of 180,945 shares of the common stock of J2
Communications, a California corporation.  Mr. Holzer is the
sole officer,  director and shareholder of Alps International
Management Inc., an Illinois corporation which  serves as
general partner to four private investment partnerships (each
organized under Illinois law) and advises two private investment
funds organized under the laws of the British Virgin Islands.

Mr. Holzer paid from his personal funds a total of $586,175.65
for the shares deemed to be beneficially owned by him, inclusive
of $336,175.65 for common shares and $250,000 for Series B
Preferred Stock and warrants convertible to common stock.

Generally, the purpose of the transaction was to acquire, with
other shareholders, a controlling  interest in J2 Communications
to effect a change in management of that Company.  Pursuant to a
Preferred Stock and Warrant Purchase Agreement dated April 25,
2002 between National Lampoon  Acquisition Group, LLC,  Daniel
S. Laikin, Paul Skjodt, Timothy S. Durham (collectively the
"Purchasers") and J2 Communications, the following steps were

       a) the Company's Restated Articles of Incorporation were
amended and restated to effect,  among other things, the
establishment of a new series of the Company's capital stock
called Series B Convertible Preferred Stock;

       b) the Company sold to the Purchasers 35,244 units, with
each unit consisting of one share of Series B Preferred and a
warrant to purchase 28.169 shares of common stock at a purchase
price of $3.55 per share prior to the second anniversary of the
date of the issuance of the warrant and $5.00 per share from and
after such anniversary, for $3,524,400.  The Company also
granted to NLAG, or its designees, an option, exercisable on or
before the earlier of January 25, 2003 or ninety
days after the common stock is relisted for trading on the
Nasdaq SmallCap Market or listed on any other national exchange
or quotation system, to purchase up to an additional 29,256
Units at a price of $100.00 per Unit;

      c) a registration rights agreement was entered into between
J2 Communications and the  Purchasers pursuant to which the
Purchasers have been granted registration rights with respect
to, among other things, the shares of common stock issuable upon
conversion of the Series B Preferred and upon exercise of the

     d) the amendment and restatement of the Company's Bylaws to
effect, among other things, an  increase in the size of the
Company's Board of Directors to seven members; and

     e) the Company's entering into a new employment,
registration rights, indemnification and security agreements
with James P. Jimirro, the President and Chief Executive Officer
of the Company.

The Purchase Agreement was amended by the First Amendment to
Preferred Stock and Warrant Purchase Agreement, dated May 17,
2002,  pursuant to the terms of which Mr. Holzer purchased 2,500
Units (for an aggregate price of $250,000) that Mr. Skojdt had
agreed to purchase in the Purchase Agreement and Mr. Holzer and
DC Investments, LLC became parties to the Purchase Agreement.

Also as of May 17, 2002, Mr. Holzer, Mr. Jimirro, the Purchasers
and several other shareholders  entered into a voting agreement
regarding the composition of the Board of Directors and certain
other matters.  Pursuant to the Voting Agreement, Mr. Jimirro
and the NLAG Group agreed to cause the Board of Directors to
initially consist of three nominees of Mr. Jimirro, three
nominees of the NLAG Group,  and one director nominated jointly
by a majority of the Jimirro Directors and a majority of the
NLAG Group Directors. To give effect to this Agreement, two of
J2 Communication's directors, Joe De Simio and Gary Cowan,
resigned from the Board of Directors on May 17, 2002, and
Messrs. Durham and Skjodt were elected to fill the vacancies
created by those resignations and Joshua A. Finkenberg was
elected as a director to fill the vacancy created by the
amendment to the Bylaws.  The Voting Agreement will expire on
the latest to occur of the satisfaction of certain  payment
obligations to Mr. Jimirro under the New Jimirro Agreements and
the decrease in Mr. Jimirro's beneficial ownership to fewer than
100,000 shares of common stock. The Voting Agreement also
requires as a condition to certain transfers of shares by the
members of the NLAG Group that the applicable transferees agree
to be bound by the terms of the Voting Agreement.  By amendment
to the Voting Agreement, effective June 7, 2002, Mr. Holzer was
removed as a party to the Voting  Agreement which continued in
effect as to all other parties thereto.

Pursuant to the Purchase Agreement, Mr. Laikin was appointed
Chief Operating Officer on May 17,  2002.  The Company and Mr.
Laikin also entered into an Employment Agreement and Mr.Laikin
was granted an option under the Company's Amended and Restated
1999 Stock Option, Deferred Stock and Restricted Stock Plan to
acquire 100,000 shares of common stock.

In addition to the acquisition of securities of the Company
pursuant to the warrants and conversion rights described above,
and depending on the market price of the common stock and upon
other conditions, Mr. Holzer may acquire additional shares of
common stock from time to time in the open market or otherwise
or may seek to acquire common stock from the Company at prices
that he determines to be appropriate. In addition, depending
upon market prices and other conditions, Mr. Holzer may dispose
of shares of common stock at any time and from time to time in
the open market  or otherwise at prices that Mr. Holzer
determines to be appropriate.

       a) As stated above, Mr. Holzer may be deemed to be the
beneficial owner of 180,945 shares, constituting 11.9% of the
shares of the Company, based upon the 1,382,557 shares of common
stock reported to be outstanding as of May 12, 2002 in the
Company's Proxy Statement dated May 22,2002,  assuming
conversion of the currently issued and outstanding shares of
Series B Preferred into common stock and including the shares of
common stock Mr. Holzer has the right to acquire pursuant to the

       b) Mr. Holzer has the sole power to dispose of, to direct
the disposition of, to vote or to direct the vote of 180,945
common shares with no shared power to vote, to direct the vote,
to dispose of or to direct the disposition of any common shares.

J2 Communications (Nasdaq: JTWO), which owns National Lampoon,
one of the leading brands in comedy, is an internet-based,
interactive entertainment company. , its
newest comedy creation, employs cutting-edge technology to
deliver its own brand of biting humor on a highly interactive
comedy network created for the Internet. Showcasing hilarious
new characters and features, the site debuted in 1999. The
Company also sells advertising and merchandise on the site.

At April 30, 2002, J2 Communications' total current liabilities
exceeded its total current assets by about $1.8 million.  In the
nine-month period ending April 30, 2002, the company reported a
$93,000 loss -- much less than the prior year.  The Company's
income statement is showing increasing revenues and narrowing
SG&A costs.

KMART CORP: Equity Committee Taps Traub Bonacquist as Counsel
Kmart Corporation's Official Committee of Equity Security
Holders asks the Court for authority to retain Traub, Bonacquist
& Fox LLP as its lead counsel in Kmart's Chapter 11 cases, nunc
pro tunc to June 14, 2002.

Equity Committee Chairperson Ronald W. Burkle says that that
Traub Bonacquist has extensive experience in retail
restructurings and committee representations.  Specifically,
Traub Bonacquist is expected to:

   (a) provide legal advice to the Equity Committee with respect
       to its duties and powers in these cases;

   (b) assist the Equity Committee in its investigation of the
       acts, conduct, assets, liabilities and financial condition
       of the Debtors, the operation of the Debtors' businesses,
       the rationalization and disposition of the Debtors'
       assets, including, but not limited to, any further store
       closures as and to the extent announced and planned by the
       Debtors in the future, and any other matter relevant to
       the cases or to the formulation of a plan;

   (c) attend meetings and negotiate with the representatives of
       the Debtors and other constituencies;

   (d) assist the Equity Committee in the review, analysis and
       negotiation of any plan of reorganization (and
       accompanying disclosure statements that may be filed,
       including, but not limited to any valuation issues that
       may arise in connection therewith);

   (e) assist the Equity Committee in its investigation of inter-
       company relationships and any actions, litigations or
       other matters that may result therefrom; and

   (f) assist the Equity Committee, in conjunction with the other
       interested constituencies in these cases, in the
       investigation of the action and activities of past and
       present officers and directors, together with the
       evaluation of any affirmative claims that may flow

   (g) represent the Equity Committee's interests in the Joint
       Fee Review Committee established by Order of the
       Bankruptcy Court;

   (h) evaluate any valuation attributed by the Debtors or any
       other constituency to the equity in these cases;

   (i) prepare necessary motions, applications, answers,
       objections, orders, reports in support of positions to be
       taken by the Equity Committee;

   (j) assist the Equity Committee in its review and evaluation
       of the Debtors' real estate disposition procedures;

   (k) assist the Equity Committee in its review, analysis and
       negotiation of any further modifications to current
       employee retention programs and bonuses or other similar
       motions that may be filed in these cases;

   (l) appearance, as appropriate before the Court, on omnibus
       hearing dates to protect the interests and voice the
       positions of the Equity Committee; and

   (m) assist the Equity Committee in its investigation, review,
       analysis and commencement of any litigation as appropriate
       to the preservation and minimization of equity interests
       in these cases.

Paul Traub, Esq., is the senior member that will oversee the
Firm's representation of the Equity Committee.

The Firm will charge for its legal services on an hourly basis
at its customary hourly rates:

                 Partner                    $375 - 595
                 Counsel                     365
                 Associates                  210 - 325
                 Paralegal/Legal Assistant    65 - 135

Mr. Traub tells the Court that he conducted an inquiry to
determine the firm's disinterestedness.  Mr. Traub reports that
he discovered that Traub Bonacquist had previously presented
some parties in interests in these cases.  "However, these prior
representations have terminated and the firm has obtained a
release from its Clients," Mr. Traub says.  Furthermore, Mr.
Traub assures the Court that Traub Bonacquist does not now and
will not represent those entities or parties in connection with
these cases.  "I believe that the firm is a 'disinterested
person' as defined in Section 101(14) of the Bankruptcy Code,"
Mr. Traub asserts. (Kmart Bankruptcy News, Issue No. 26;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Kmart Corp.'s 9.875% bonds due 2008
(KMART18) are quoted at a price of 45. See
real-time bond pricing.

KOMAG INC: Chapter 11 Plan Declared Effective on June 30
Komag, Incorporated (OTC Bulletin Board: KOMG), the largest
independent producer of media for disk drives, announced that
the company's Plan of Reorganization, as confirmed by the
bankruptcy court on May 9, 2002, became effective on June 30,
2002 and the company has emerged from chapter 11.

Through its reorganization the company has discharged over $520
million of unsecured obligations and cancelled its existing
common stock and warrants. In the near future the company will
make distributions of approximately $3.8 million in cash, $135.8
million of new debt, 22.8 million shares of new common stock and
1.0 million warrants to holders of unsecured claims in
accordance with the plan. Currently the company expects that its
new stock will be traded on the OTC Bulletin Board beginning on
or around July 8, 2002.

Komag's emergence from chapter 11 occurred approximately 10
months after its filing date and its Plan of Reorganization
enjoys the support of all classes of creditors. At $135.8
million, the company's new long-term debt is less than 30% of
its long-term debt burden prior to the chapter 11 filing.

T.H. Tan, Komag's chief executive officer, stated, "Emerging
from chapter 11 is a critical event as we work to rebuild the
company's profitability and value. Throughout our chapter 11
case we have enjoyed considerable support from our customers,
suppliers and employees. With their continued support and our
greatly improved balance sheet, we believe we are in a good
position to achieve our goal of making Komag a solid, valuable
company once again."

The company also announced that Donald P. Beadle, George A.
Neil, Ronald L. Schauer and Anthony Sun tendered their
resignations as directors of the company. Mr. Tan added, "I
would like to thank our retiring directors for their dedication.
I have placed great reliance on their counsel during my tenure
as CEO." Paul Brahe, Neil S. Subin, Kenneth Swimm, David G.
Takata, Raymond H. Wechsler and Michael Lee Workman will join
continuing members: T.H. Tan, Chris A Eyre and Harry B Van
Wickle, as the company's new board of directors.

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

For more information about Komag, visit Komag's Internet home
page at

LAIDLAW INC: Personal Injury Claims against Greyhound Not Stayed
On March 2, 2001, Elaine S. Abramson, filed a Complaint against
Greyhound Lines, Inc., Greyhound Risk Management/Crawford &
Company/Laidlaw Crawford & Co./Laidlaw, Inc. and Transportation
Management/TMS, in the Dallas County Court in Dallas, Texas.
The lawsuit was due to the injuries she suffered when she
slipped and fell into an oily substance inside a Greyhound bus.

Ms. Abramson relates that the lawsuit was stayed due to Laidlaw,
Inc.'s filing for bankruptcy.  Since the Petition Date, Laidlaw
was able to obtain an "Order to Close" at the Dallas County
Court.  Ms. Abramson contends that the "Order to Close" was
obtained due to fraudulent information the Debtor submitted to
the Court.  Moreover, the Motion to Close should have been filed
in New York Bankruptcy Court.

Ms. Abramson states that "while it is true that Laidlaw filed
for voluntary bankruptcy, this filing was for the sole purpose
of reorganization of Laidlaw's holding companies.  However,
records show that:

     (a) Greyhound is not included in the bankruptcy filing and
         continues to operate its business;

     (b) Greyhound Lines' insurance carriers are not assets of
         the bankruptcy case;

     (c) the defendants are solvent enough to cover the damages
         they caused;

Given these information, Ms. Abramson believes, "the defendants
fraudulently filed for bankruptcy for the sole purpose of
avoiding payment for her considerable damages."  Accordingly,
Ms. Abramson asks the Court to:

     (i) overrule the "Order To Close"; and

    (ii) grant her the $18,257,545 claim for damages she
         sustained as of October 1, 2001.

                          *   *   *

After consideration of the Motion, Judge Kaplan terminates and
lifts the automatic stay for all defendants in the Texas Action
and that action can proceed against the defendants, with the
exception of Laidlaw, Inc.  Furthermore, Ms. Abramson may seek
termination of the automatic stay as to Laidlaw, Inc. in the
future if necessary for a complete adjudication of the Texas
Action. (Laidlaw Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

LASON INC: Successfully Emerges from Chapter 11 Proceedings
Lason, Inc. (OTC Bulletin Board: LSONQ) has emerged from Chapter
11 reorganization.  The U.S. Bankruptcy Court in the District of
Delaware approved its Plan of Reorganization at its Confirmation
Hearing on April 30, 2002, less than five months after Lason
filed for Chapter 11 protection.  A complete copy of the Plan,
as modified, was included as an exhibit by the Company in its
filing of Form 8-K with the Securities and Exchange Commission
on June 3, 2002.

Generally, under the Company's Plan, its senior secured lenders
have agreed to write-off in excess of $170 million of the
Company's debt.  The Company's old outstanding common stock,
effective today, has been canceled and new shares in the
Reorganized Lason will be issued.  Approximately 87.5% of the
new shares (26,250,000 shares) will be issued to the Company's
unsecured creditors, including its senior secured lenders, and
12.5% of the new shares (3,750,000 shares) will be issued to its
management team, as part of a new management incentive plan.
Lason's President and Chief Executive Officer, Mr. Ronald D.
Risher, noted that the Company continues to wrap up some
administrative matters with its bank group, but has received the
required consent to emerge from Chapter 11.

"This is a tremendous accomplishment.  Every Lason employee,
customer and vendor should be proud of what has been achieved.
We have stabilized the Company both operationally and
financially.  The future is now ours to create. Lason is focused
on regaining its position as a pioneer in the industry," stated
Mr. Risher.

Lason also announced the resignations of Mr. William Brooks and
Mr. Allen Nesbit as directors of the Company.  "Both Bill and Al
have been fantastic supporters of the Company through its
financial turmoil.  They have completed their mission,
successful emergence of the Company from Chapter 11 and now
desire to move on to other endeavors.  I wish to personally
thank them for their dedication, service and guidance to the
Company during these difficult times," stated Mr. Risher.

In connection with its Plan of Reorganization, the Company
announced the appointment of Mr. Robert Naftaly and Mr. David
Williams as directors of the Reorganized Lason.  Mr. Naftaly is
retired President and CEO of PPOM, an independent operating
subsidiary of Blue Cross Blue Shield of Michigan and Executive
Vice President, Chief Operating Officer for BCBSM. Mr. Naftaly
currently serves on the Board of AAA Michigan, Meadowbrook
Insurance, and the Bank of Bloomfield Hills.  Mr. Williams is
the retired Vice Chairman of the Board of The Budd Company.  Mr.
Williams joined The Budd Company in 1976 and was appointed
President and Chief Operating Officer in 1986.  In addition, Mr.
Williams currently serves on the Board of Standard Federal Bank
and SPX Corporation.

"We are pleased to have Mr. Naftaly and Mr. Williams on the new
Board. The depth and breadth of their professional and Board
experience will serve the Company well as it emerges from
Chapter 11 and focuses on growing its core business," stated Mr.

The Company's top priority now is to grow the business by
continuing to offer its customer's leading edge, high quality
outsourcing services and solutions.  In order to ensure such
growth, the Company is focusing its efforts on the integration
of its core business units and on the coordination of its
divisional sales and marketing activities.  "We are a leader at
providing our customers with seamless high quality outsourcing
solutions.  The quick emergence from Chapter 11, for a customer
service based business such as Lason, is a testament to that
fact.  However, the Chapter 11 process has not left us
unscathed.  Certain areas of the business have experienced
natural customer attrition due to the uneasiness that surrounds
any Chapter 11 filing. We have not and will not take our
customers for granted.  We need to continue to be positioned for
future growth and to offer our customers the leading edge
services and solutions they have come to expect.  Lason is
determined to re- establish itself as a pioneer in the business
information services outsourcing industry," stated Mr. Risher.

Lason is headquartered in Troy, Michigan.  More information
about the Company can be found on its Web site at

Lason is a leading provider of integrated information management
services, transforming data into effective business
communication, through capturing, transforming and activating
critical documents.  Lason has operations in the United States,
Canada, Mexico, India and the Caribbean.  The Company currently
has over 40 multi-functional imaging centers and operates over
60 facility management sites located on customers' premises.
Lason is available on the World Wide Web at

MEMC ELECTRONIC: Annual Shareholders' Meeting Set for July 25
MEMC Electronic Materials, Inc. will hold its 2002 Annual
Shareholders' Meeting at 345 California Street, Suite 3300, San
Francisco, California 94104, on Thursday, July 25, 2002 at 8:00
a.m., local time, for the following purposes:

      1. To elect directors;

      2. To consider and act upon a proposal to approve MEMC's
         2001 Equity Incentive Plan; and

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

The Board of Directors has fixed June 6, 2002 as the record date
for the determination of the shareholders entitled to notice of,
and to vote at, the annual meeting and all adjournments thereof.

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

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

MSU DEVICES: Gets Extensions Under Secured Bridge Loan Financing
MSU Devices Inc. (OTCBB:MUCP) has obtained an extension of the
maturity date of its secured bridge loan financing and an
extension of the date by which it is required to obtain the last
round of funding under the financing.

Pursuant to an agreement with holders of a majority in principal
amount of the outstanding secured notes, the maturity date of
the secured notes has been extended from September 30, 2002 to
December 31, 2002. In addition, the final $500,000 financing
required by June 30, 2002 must now be received by the Company as
follows: at least $250,000 not later than July 31, 2002 and at
least $250,000 not later than August 31, 2002. No other terms of
the secured loan financing were affected by the extensions. In
the event the Company does not raise the additional funds by the
dates indicated, it will be in default and the noteholders can
accelerate the maturity of the secured notes and exercise their
rights under a first priority lien on the assets of the Company,
including intangible assets and intellectual property.

The secured notes, as well as the common stock into which the
notes are convertible, have not been registered under the
Securities Act of 1933, as amended, and may not be offered or
sold in the United States absent registration or an applicable
exemption from registration requirements.

METROMEDIA INT'L: Taps United Fin'l Group to Evaluate Offers
Metromedia International Group, Inc. (AMEX:MMG), the owner of
various interests in communications business ventures in Eastern
Europe, the Commonwealth of Independent States and other
emerging markets, announced that in connection with a change in
its strategy to sell certain assets it has hired United
Financial Group, a Russian based investment advisor, to assist
the Company in evaluating certain offers that it has received
for its Russian and Georgian telephony assets.

The Company also announced that since May 15th, 2002 it has
repatriated approximately $8.1 million of net cash dividends
from PeterStar, its competitive local exchange carrier in St.
Petersburg, and SAC, which owns Radio 7 in Moscow. These
dividend payments reflect the 2001 financial performance of the
two businesses. Accordingly, the Company does not anticipate
additional dividend payments from these two businesses until the
financial results for the 2002 fiscal year of these businesses
are presented and approved by their respective Boards of

Mr. Brazell commented, "As we have previously communicated,
since the Company is a holding company, the repatriation of cash
from our business ventures is integral to improving liquidity
and restructuring the overall operations of the Company.
Further, I am pleased to report that our cash balance at the
headquarters level at June 26, 2002 was approximately $18.1
million, which includes these dividend distributions."

The Company had previously indicated that selling non-core
assets was a goal of the Company to help improve liquidity and
narrow the focus of its business. This strategy previously
included restructuring the Company to concentrate on its core
telephony assets. However, given the rapidly changing dynamics
of the Russian telecommunications industry, including mergers
and consolidations among the largest telecommunications firms in
Russia, and the Company's goal of maximizing shareholder value,
the Company has re-examined its core and non-core assets. The
Company has determined that all assets, including telephony,
will be considered for possible sale.

As a result of this revised strategy, the Company has held
preliminary discussions with certain Russian companies regarding
merging its Russian telephony holdings, so far without
substantial progress toward a transaction. Additionally, the
Company has recently received unsolicited inquiries about sale
of its Russia and Georgian telephony assets and has engaged
United Financial Group to assist it in evaluating these offers.
The Company does not anticipate consummating any major telephony
asset sales for at least the next nine to 18 months.

"Due to the rapidly changing Russian telecommunications industry
and our goal of maximizing value to our shareholders to the best
of our abilities, we believe that the sale of our telephony
assets will help us meet our objectives most effectively for the
long term," said Mr. Brazell. "For the short-term, we have made
progress in improving our liquidity through our cash
repatriation strategies and the sale of Alma -TV. This improved
liquidity puts us in a better position to seek the maximum value
for our assets. We hope to further improve our short term
liquidity through additional asset sales in the near future."

Mr. Brazell continued, "While our recent initiatives have
alleviated some short term liquidity pressure, we still have a
lot of work ahead of us to improve the long term outlook for our
company. We still need to execute further assets sales, continue
to implement our cash repatriation strategies and improve the
capital structure of the Company by restructuring our

Metromedia International Group, Inc. is a global communications
and media company. Through its wholly owned subsidiaries and its
business ventures, the Company owns and operates communications
and media businesses in Eastern Europe, the Commonwealth of
Independent States, China and other emerging markets. These
include a variety of telephony businesses including cellular
operators, providers of local, long distance and international
services over fiber-optic and satellite-based networks,
international toll calling, fixed wireless local loop, wireless
and wired cable television networks and broadband networks, FM
radio stations, and e-commerce.

As reported in Troubled Company Reporter's May 17, 2002 edition,
Metromedia Int'l may have to file for bankruptcy protection if
it would be unable to raise new funds to continue operations and
meets its liquidity requirements.

MICHAELS STORES: S&P Revises Outlook on BB Rating to Positive
Standard & Poor's revised its outlook on specialty craft
retailer Michaels Stores Inc. to positive from stable due to the
company's improved operating performance, which has benefited
from better inventory management and a trend toward home-based

Standard & Poor's also affirmed its double-'B' corporate credit
rating on the company. Irving, Texas-based Michaels Stores had
$200 million of debt outstanding as of May 4, 2002.

EBITDA rose 58% to $59 million in the first quarter of 2002
following a gain of 19% to $259 million in all of 2001.
"Moreover, Michaels has been able to maintain its credit
protection measures and generate free operating cash flow while
expanding its store base and significantly upgrading its
infrastructure and technology systems," said Standard & Poor's
analyst Robert Lichtenstein.

The ratings reflect the risks associated with Michaels'
participation in the competitive and fragmented crafts industry,
and the challenges of managing rapid store growth and improving
inventory management. These risks are partially mitigated by the
company's position as the only retailer in the arts and crafts
industry with national scope, improving financial performance
and credit protection measures and adequate liquidity.

Comparable-store sales rose 5% in the first quarter of 2002
following increases of 5% in all of 2001 and 2000. In addition,
operating margins expanded to about 10.7% for the 12 months
ended May 4, 2002, from 9.3% in the comparable period of 2001.
The installation of point-of-sale information systems and
enhanced radio-frequency inventory systems throughout its store
network has greatly improved in-stock levels and inventory
management. Moreover, the company's initiative to implement
automated inventory replenishment, increase distribution
capacity, and improve its supply chain management should yield
further inventory improvements and cost reductions.

Michaels has demonstrated strong execution, with overall
improvement in operating and financial performance. Continued
improvement of credit protection measures could lead to an
upgrade during the next 12 months.

MONARCH DENTAL: Can't Repay $63M Due Now Under Credit Facility
Monarch Dental Corporation (Nasdaq:MDDS) announced that its
Credit Facility with a bank syndicate expired on July 1, 2002
and as previously disclosed, the Company does not have the funds
to repay the $63.1 million outstanding under the Credit

The Company has been in default with the terms of the Credit
Facility in regard to the breach of the minimum EBITDA and
minimum net worth covenants and as previously disclosed, the
Company's lenders have imposed the default interest rate under
the Credit Agreement, which is equal to the lead lender's prime
rate plus six percent. The default rate has significantly
increased the Company's interest payments under the Credit
Facility and has negatively impacted the Company's liquidity.

The Company's lenders continue to have the right to use cash
balances in the Company's bank accounts to set-off a portion of
the debt. The Company's financial condition and results of
operations would be materially and adversely affected by the
lenders' use of its available cash to set-off a portion of the
debt. The Company's lenders also have the ability to foreclose
on the Company's assets or force the Company into bankruptcy, in
which circumstances the Company's equity holders may experience
a loss equal to the amount of their investment in the Company's
Common Stock.

As previously disclosed, the Company has engaged Banc of America
Securities LLC to explore strategic alternatives such as a sale
of the Company, an equity investment in the Company, the
issuance of debt securities or a sale of all or a portion of the
Company's assets. However, there can be no assurance that the
Company will be successful in entering into an agreement to
consummate any strategic alternative or that the Company's
lenders will agree to any strategic alternative on terms
acceptable to the Company or at all. Additionally, the Company
is involved in discussions with its lenders in regard to the
Credit Facility. However, there can be no assurance that the
Company's lenders will grant a waiver or agree to an amendment
on terms acceptable to the Company or at all. In the event the
Company is unable to refinance the indebtedness, the Company is
likely to experience a material and adverse effect on its
financial condition and results of operations.

Monarch Dental currently manages 153 dental offices serving 17
markets in 13 states. The Company seeks to build geographically
dense networks of dental providers primarily by expanding within
its existing markets.

NATIONAL STEEL: Gets Relief to Pursue National Material Setoff
Prior to the Petition Date, National Steel Corporation, its
debtor-affiliates and National Material L.P. entered into a
series of agreements wherein National Material supplied the
Debtors with raw materials and provided processing services to
the Debtors.  In turn, the Debtors supplied National Material
with steel products.

"As of the Petition Date, the Debtors owed National Material
approximately $138,000 and National Material in turn owed the
Debtors $900,000 to $1,000,000," Mark P. Naughton, Esq., at
Piper Marbury Rudnick & Wolfe, in Chicago, Illinois, reports.
Since then, both parties have continued to do business together
and anticipate having postpetition claims against one another
arising from their transactions.

In a Court-approved stipulation, both parties agree that:

      -- the automatic stay is modified to permit the setoff;

      -- National Material will pay the Debtors the amount of
         National Material's debt;

      -- the Debtors consent to the lifting of the automatic stay
         for the limited purpose of allowing the setoff; and

      -- both parties are authorized to conduct postpetition
         setoffs of any postpetition claims they have against
         each other without further order from this Court.
         (National Steel Bankruptcy News, Issue No. 10;
         Bankruptcy Creditors' Service, Inc., 609/392-0900)

National Steel Corp.'s 9.875% bonds due 2009 (NSUS09USR1) are
trading at about 37, DebtTraders says. See
for real-time bond pricing.

NATIONSRENT INC: Court Okays Keen Realty as Special Consultants
NationsRent Inc. and its debtor-affiliates obtained Court
authority permitting them to retain and employ Keen Realty, LLC
as special real estate consultant in these Chapter 11 cases,
nunc pro tunc to May 20, 2002, and in accordance with a real
estate retention agreement dated as of May 20, 2002.

In particular, Keen Realty will:

A. assist the Debtors in evaluating the fair market rental value
    of the Debtors' leased properties; and,

B. if necessary, testify at depositions or Court hearings as to
    the fair market rental value of the Debtors' leased

Keen Realty intends to charge the Debtors for its professional
services on these Fee Structures, subject to Court approval and
pursuant to the terms and conditions of the Retention letter:

A. the Debtors will pay Keen Realty an initial retainer worth
    $10,000 upon the Court's approval of Keen Realty's retention;

B. in the event that Keen Realty is asked to provide testimony
    or other services on an hourly basis, the Debtors will pay
    Keen Realty an additional retainer in the amount of $10,000
    without the need to seek additional Court approval;

C. Keen Realty will be paid a flat fee, inclusive of all
    expenses, for each lease that the Debtors provide to Keen
    Realty for evaluation, in this manner:

    a. Keen Realty will receive $750 for each lease for the first
       52 leases; and,

    b. Keen Realty will receive $700 for each lease thereafter;

D. Keen Realty will be paid an hourly fee for certain
    professional services provided to the Debtors in connection
    with testimony services in accordance with the Retention
    Letter plus allowance of expenses related to these services.

The consultants anticipated to provide testimony services to the
Debtors with their corresponding hourly rates are:

             Consultants       Position         Rate
          -----------------  --------------    ------
           Moe Bordwin         Chairman         $450
           Harold Bordwin      President         450
           Chris Mahoney     Vice President      350
           Craig Fox         Vice President      350
           Mike Matlat       Vice President      350
           Matt Bordwin      Vice President      350
(NationsRent Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

NEON COMMS: Seeking Authority to Pay Prepetition Vendors' Claims
Neon Communications, Inc. and its debtor-affiliate, Neon Optica,
Inc., ask the U.S. Bankruptcy Court for the District of Delaware
for authority to pay prepetition claims owed to their essential
trade creditors in the ordinary course of business.

The Debtors relate that they purchase a variety of specialized
materials, supplies and services from unaffiliated vendors
located in the United States.  If the Debtors were to lose their
relationships with these critical vendors, their ability to
create future revenue and develop the Network would suffer.  The
Debtors' obligations to these Essential Trade Creditors include
obligations owed to:

      i) suppliers of specialized equipment, materials and

     ii) suppliers of specialized engineering and construction
         services; and

    iii) specialized service providers and facilities.

The Debtors seek limited discretionary authority to pay certain
prepetition trade claims of the Essential Trade Creditors, up to
an aggregate amount of $3.8 million.  Some Essential Trade
Creditors are sole providers of critical products and services
that are used by one or more of the Debtors in the operation and
maintenance of the Network. These Essential Trade Creditors is a
specialty manufacturer or service provider where there is simply
no other viable competitor in the marketplace.

The Debtors add that these Essential Trade Creditors provide
their goods to them at a very favorable costs and at beneficial
payment terms. To this end, it would be prudent for the Debtors
to pay selected Essential Trade Creditors their prepetition
claims, provided that such vendors continue to sell their goods
at the same reduced prices and on at least as favorable terms as
were in effect during the prepetition period.

The Debtors concede that preserving working capital through the
retention or reinstatement of traditional trade credit terms
will enable the Debtors to maintain their competitiveness and to
maximize the value of their business.

NEON Communications, Inc. owns certain rights to fiber and all
of the outstanding stock of NEON Optica, Inc., which owns and
operates a fiber optic network services. The Company filed for
chapter 11 protection on June 25, 2002. David B. Stratton, Esq.,
at Pepper Hamilton LLP represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection
from its creditors, it listed $55,398,648 in assets $19,664,234
in debts.

NETIA HOLDINGS: Creditors Vote to Accept Arrangement Plan
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 Holdings S.A.,
representing over 95% of total value of claims, voted on June
28, 2002 in favor of the arrangement plan submitted to the court
in Warsaw. The arrangement plan for Netia Holdings S.A. is
currently awaiting the required approval by the court; the
hearing regarding this approval was scheduled for July 2, 2002.

As previously announced, filings for the opening of arrangement
proceedings and approval of the arrangement plans were made by
Netia Holdings S.A. and two of its subsidiaries, Netia Telekom
S.A. and Netia South Sp. z o.o., all in connection with Netia's
debt restructuring pursuant to the Restructuring Agreement
signed on March 5, 2002. On June 25, 2002 the court approved the
arrangement plan for Netia Telekom as voted on by its creditors
on June 24, 2002. A deadline for verifying claims of creditors
of Netia South, the last Netia group company under the Polish
arrangement proceeding, was set for July 16, 2002. The date for
voting of creditors of Netia South has not yet been set.

Detailed conditions of the arrangement plan for Netia Holdings
S.A. accepted 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.  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 quoted
at about 18, DebtTraders says. For real-time bond pricing, see

NUEVO ENERGY: Monetizes Non-Core Assets to Reduce Bank Debt
Nuevo Energy Company (NYSE:NEV) has monetized several non-core
assets and it is using the proceeds to repay a portion of its
outstanding bank debt.

The transactions are as follows:

      --  Nuevo has conveyed its interest in the Santa Ynez Unit
(SYU) to ExxonMobil Corporation for $16.5 million. The
conveyance settles the lawsuit filed by Nuevo in April 2000
concerning its right to participate in the Sacate Field, located
offshore Santa Barbara County, California. As part of the
settlement, Nuevo also conveyed its non-consent interest in the
adjacent Pescado Field, operated by ExxonMobil as part of the

      --  Nuevo has settled the lawsuit Thomas Wachtell et al. v.
Nuevo Energy Company et al. filed in the Superior Court of Los
Angeles County, California. The settlement resolved outstanding
issues with respect to several of Nuevo's offshore California
fields in which the plaintiffs owned interests, including the
Sacate and Pescado Fields.

      --  Nuevo has sold its non-core onshore Gulf Coast assets
to Hilcorp Energy Company for $9.3 million, subject to the
exercise of preferential rights and final adjustments. The main
properties sold include Nuevo's interest in the North Rucias
Field in Brooks County, Texas, the North Frisco City Field in
Monroe County, Alabama, and the Giddings Field in Grimes County,
Texas. At year-end 2001, onshore Gulf Coast reserves accounted
for less than 1% of Nuevo's reserves. The current daily
production from these assets is approximately 860 barrels of oil
equivalent (BOE).

In addition to these transactions, a tentative agreement has
been reached with Nuevo's underwriters, subject to approvals,
which will result in payment of claims for property damages and
business interruption associated with California facility
repairs incurred in 2001. The Company anticipates that it will
receive up to approximately $8 million in insurance proceeds
over the next twelve months once the claims are fully adjusted.

Nuevo Energy Company is a Houston, Texas-based Company primarily
engaged in the acquisition, exploitation, development,
production, and exploration of crude oil and natural gas.
Nuevo's domestic properties are located onshore and offshore
California. Nuevo is the largest independent producer of oil and
gas in California. The Company's international properties are
located offshore the Republic of Congo in West Africa and
onshore the Republic of Tunisia in North Africa. To learn more
about Nuevo, please refer to the Company's internet site at

At September 30, 2001, Nuevo Energy's total current liabilities
exceeded its total current assets by about $20 million.

OCEAN POWER: Shareholders Ready 13 Million Shares for Sale
Ocean Power Corporation has prepared a prospectus relating to
the sale of up to 13,720,270 shares of its common stock by
certain persons who are, or will become, stockholders of Ocean
Power.  Ocean Power is not selling any shares of common stock in
the offering and therefore will not receive any proceeds from
the offering.  Ocean Power will, however, receive proceeds from
the sale of common  stock under the Equity Line of Credit.  All
costs associated with the registration of the stock will be
borne by Ocen Power.

All of the shares of common stock are being offered for sale on
a "best efforts" basis by the  selling stockholders at prices
established on the Over-the-Counter Bulletin Board during the
term of the offering.  There are no minimum purchase
requirements.  These prices will fluctuate based on the demand
for the shares of common stock.

The selling stockholders consist of:

      -- Cornell Capital Partners, L.P., who intends to sell up
to an aggregate amount of 12,760,270  shares of common stock,
including 10,000,000 shares of common  stock to be acquired
pursuant to the Equity Line of Credit, 2,500,000 shares of
common stock to be acquired pursuant to the conversion of
convertible debentures previously purchased from Ocean Power,
and 260,270 shares of common stock issued as a commitment fee
pursuant to the Equity Line of Credit.

      -- Other selling stockholders, which intend to sell up to
960,000 shares of common stock.

Cornell Capital is an "underwriter" within the meaning of the
Securities Act of 1933 in  connection with the sale of common
stock under the Equity Line of Credit Agreement. Cornell Capital
will pay Ocean Power 95% of the market price of its common
stock.  The 5% discount on the purchase of the common stock to
be received by Cornell Capital will be an underwriting discount.
In addition, Cornell Capital Partners, L.P. is entitled to
retain 5.0% of the proceeds raised by Ocean Power under the
Equity Line of Credit.

Ocean Power's common stock is quoted on the Over-the-Counter
Bulletin Board under the symbol  "PWRE." On May 20, 2002, the
last reported sale price of its common stock on the Over-the-
Counter Bulletin Board was $0.60 per share.

Ocean Power Corporation is developing modular seawater
desalination systems integrated with environmentally friendly
power sources.

Ocean Power, as of September 30, 2001, reported a total
shareholders' equity deficit of $3.6 million.

PACIFIC GAS: CPUC Wants Debtor to Pay for UBS Warburg's Fees
The CPUC asks the Court to require Pacific Gas and Electric
Company to:

(1) pay all amounts payable to UBS Warburg LLC, as arranger of
     the financing required under the Commission's plan of
     reorganization for the Debtor, pursuant to an Engagement
     Letter entered by CPUC and UBS;

(2) provide financial and other information and due diligence
     access to UBS Warburg LLC and to provide UBS Warburg access
     to PG&E's executives and employees so that UBS Warburg can
     complete its assignment under the Engagement Letter; and

(3) establish PG&E's expense a data room for use by UBS Warburg
     in this connection.

                       Need for the Relief

The CPUC Plan of Reorganization for PG&E relies, in part, upon
PG&E's issuance of approximately $3.86 billion of new debt
securities and $1.75 billion of new equity securities, and
PG&E's entry into a $1.9 billion exit financing facility. To
arrange for the various contemplated financings, the Commission
has engaged UBS Warburg, a member of the UBS Group, and a
leading provider of investment banking and capital markets
services in the global utilities and power sectors.

The Commission tells the Court the relief is required without
delay so that the competing plans remain on the dual track
envisioned by the Court when it terminated PG&E's plan

The Commission explains that the Plan proposed by the CPUC and
the Plan proposed by the PG&E Proponents must satisfy numerous
preconditions for implementation before that Plan can be

PG&E has already commenced implementation pursuits that will
cost the estate millions of dollars, a significant amount of
which has already been spent, the Commission notes, reminding
the Court of PG&E's Plan Implementation Motions for Benefit
Program Expenses, Permits and Franchises, Communications-Related
Expenses, Land-Related Expenses, Human Resource Management
System Expenses, Data Management Expenses, Additional Expenses
Related to Permits and Information Technology-Related Expenses.

"PG&E has been on a spending spree in connection with its
proposed plan of reorganization," the Commission says "PG&E,
through its filed Plan Implementation Motions, will incur
approximately $28 million in plan-related expenses, and there
can be no assurance that PG&E will stop there." In addition, the
Commission notes that since November 2001, PG&E has been
spending millions of dollars seeking FERC, NRC and SEC approval
for certain of the transactions envisioned by its disaggregation
strategy, paid from PG&E's estate through, among other means,
the interim compensation procedures for the various
professionals employed by PG&E. In addition, the Commission
notes, PG&E has indicated that it intends to file additional
Plan Implementation Motions, which could increase the aggregate
amount to be spent pursuant to the Plan Implementation Motions
to at least approximately $50 million.

"The Commission too must take certain steps in advance of
confirmation to facilitate implementation of the Commission's
Plan and to ensure PG&E's prompt emergence from chapter 11
thereunder," attorneys at Paul, Weiss, Rifkind, Wharton &
Garrison tells Judge Montali.

To that end, the Commission has engaged UBS Warburg to act as
the Commission's financing and capital markets arranger in
connection with debt and equity financing required under the
Commission's Plan.

However, the Commission, a State agency that receives its
funding from the California Legislature, simply cannot pay UBS

                   Bases for Seeking the Relief

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison under the
lead of Gary M. Cohen argue that, because PG&E's estate and its
creditors are the intended beneficiaries of UBS Warburg's work,
it is appropriate for the estate to bear the cost of such work.

Mr. Cohen and the other attorneys argue that it is justified
under different provisions of the Bankruptcy Code, for the
Commission to pay from the Debtor's estate as and when due all
amounts payable to UBS Warburg under the Engagement Letter:

    (1) Expenses Outside Ordinary Course under Section 363(b)

As the Supreme Court has recently noted, lifting exclusivity to
allow competing plans is akin to putting a company up for
auction in the market place. See Bank of Am. Nat'l. Trust &
Savings Ass'n. v. 203 N. LaSalle St. P'ship, 526 U.S. 434, 456
(1999), the attorneys say.

In this case, the question is whether the Debtor will be
recapitalized by means of a disaggregation of its operations and
the issuance of securities to its existing creditors and
shareholders (under the PG&E Plan) or as a stand-alone entity
through the issuance of securities to new creditors and owners
(through the financings contemplated by the Commission's Plan).

In this context, the estate and parties in interest derive
substantial benefit from completion of the steps necessary to
make the Commission's Plan a viable, confirmable alternative to
PG&E's Plan. If, as the Commission believes, PG&E's Plan is
legally flawed and therefore not confirmable, the ability to
implement promptly the Commission's Plan will be critical to the
recoveries of parties in interest in this case. In addition, the
competition created by a viable Commission Plan may be the only
incentive for a consensual resolution of this case.

Thus, Court authorization for the Debtor's use of estate funds
outside the Debtor's ordinary course of business pursuant to
section 363(b) to pay UBS Warburg is warranted, the attorneys

    (2) Administrative Expense under sections 503(b)(1)(A) and

Sections 503(b)(1)(A) and 503(b)(3)(D) of the Bankruptcy Code
award administrative priority status to claimants for providing
a benefit to the debtor's estate or for making a substantial
contribution to the debtor's reorganization.

The attorneys argue that payment under these sections is

-- The Commission's plan-related efforts have contributed, and
    will continue to contribute, mightily to PG&E's
    reorganization regardless of whether the Commission's Plan is
    ultimately confirmed. Its mere existence has caused PG&E to
    improve upon its own Plan and, as noted above, keeps alive
    the possibility of a consensual plan, both of which
    significantly benefit PG&E's estate and its creditors.

-- Moreover, the Commission's Plan may be critical to PG&E's
    prompt emergence from chapter 11 as PG&E's Plan may be
    unconfirmable because it is illegal.

    (3) Unsecured Credit under Section 364(b)

Any work to be performed by UBS Warburg for which it remains
unpaid for any length of time should be viewed to constitute an
extension of unsecured credit to PG&E, which would entitle UBS
Warburg, at a minimum, to an administrative priority claim for
such unpaid amount(s) in accordance with sections 364(b) and
503(b) of the Bankruptcy Code, the attorneys argue.

"Because it is appropriate to order the payment of all amounts
owed to UBS Warburg in connection with its engagement, such
amounts constitute postpetition extensions of unsecured credit
to PG&E under section 364(b) of the Bankruptcy Code," the
attorneys argue, "As such, they are compensable as
administrative expense claims pursuant to sections 364(b) and
503(b)(1) of the Bankruptcy Code."

Finally, the attorneys argue that, even if the amounts payable
to UBS Warburg do not fit neatly into one of the enumerated
administrative expense claim categories contained in section
503(b), the Court may authorize payment of such amounts in
recognition of the Commission's and UBS Warburg's contribution
to PG&E's reorganization and creditor recoveries and the unique
circumstances of this case. Accordingly, such amounts should be
accorded administrative expense priority under section 503(b),
the attorneys argue.

                  Request for Access to Information

The Commission also requests a Court order requiring PG&E to
provide financial and other information reasonably required by
UBS Warburg in connection with the services to be performed by
UBS Warburg under the Engagement Letter.

The Commission expects at a minimum that UBS Warburg will ask
PG&E to establish and maintain a "data room" at its own expense
containing the detailed financial and other information,
including forward-looking information that is normally provided
to lenders and underwriters. In addition, UBS Warburg will want
reasonable access to PG&E's executives and other employees to
ask questions, test assumptions and generally become comfortable
with PG&E's financial condition, results of operations and

The Commission requests that the Court require PG&E's
cooperation in this area in its broadest sense to assure the
integrity of any securities offering or other financing. The
Commission anticipates that the cost to PG&E of complying with
this request would be minimal. Yet, PG&E's compliance is
critical to the Commission's ability to raise the financing
required under its Plan.

                       The UBS Engagement Letter

1. Scope of Services

    Pursuant to the Engagement Letter, UBS Warburg will act as
    financing and capital markets arranger for the Commission.

    UBS Warburg is expected to perform Financing Services

    (i) assisting the Commission in analyzing, structuring,
        negotiating and effecting any financing by PG&E of a plan
        of reorganization; and

   (ii) providing or arranging for any financing in connection
        with any plan of reorganization of which the Commission
        is the proponent.

    The Engagement Letter does not constitute a commitment by UBS
    Warburg to underwrite, place or purchase any securities or to
    arrange any other form of financing. Such a commitment, if
    any, shall be set forth in a separate underwriting,
    placement, agency or similar agreement relating to the
    financing, which shall contain fee arrangements and other
    terms and conditions, including appropriate indemnification
    provisions, satisfactory to UBS Warburg.

2. Compensation

    Section 2 of the Engagement Letter provides for UBS Warburg
    to be paid in stages, as certain work is performed and

    (a) Retainer Fees payable in four parts:

       (i) $3,000,000 promptly upon the effectiveness of the
           Engagement Letter, that is, upon entry of an order by
           the Court satisfactory in form and substance to UBS

      (ii) an additional $2,500,000 promptly upon the delivery to
           the Commission of a written proposal by UBS Warburg to
           provide or arrange for the financing of a chapter 11
           plan of reorganization, which will be based on
           reasonably detailed assumptions regarding market
           conditions, rate path and financial performance of
           reorganized PG&E and include reasonably detailed term
           sheets describing the terms of each class and series
           of debt and equity securities to be issued and sold in
           public or private transactions;

     (iii) an additional $2,500,000 promptly upon the earlier to
           occur of

              (x) the 45th day following the delivery to the
                  Commission of the written proposal described in
                  (ii) above or

              (y) the acceptance for use by the Commission of a
                  revised or final written proposal by UBS
                  Warburg to provide or arrange for the financing
                  of a chapter 11 plan of reorganization; and

       (iv) commencing in March 2003, a monthly fee of $150,000.

       As set forth in the Commission's Disclosure Statement, the
       Commission anticipates that PG&E will emerge from Chapter
       11 under the Commission's Plan in January 2003, prior to
       incurrence of such monthly fees.

   (b) Commitment Fees

      If the Commission or PG&E requests a financing
      commitment(s) from UBS Warburg to provide or arrange for
      all or any portion of the financing of a Chapter 11 plan of
      reorganization, then UBS Warburg will be entitled to
      receive a commitment fee(s). The Commitment Fees will be
      payable promptly upon UBS Warburg's delivery to the
      Commission of a binding commitment(s), prior to the
      effective date of a Chapter 11 plan of reorganization,
      subject to terms and conditions normally included in such
      arrangements in similar contexts.

      The Commitment Fees Will be equal to a percentage of the
      financing committed in accordance with the formula set
      forth below:

         Funds Committed                          Fee Percentage
         ---------------                          --------------
         Senior Debt (including bank financing)         1%
         Subordinated Debt                              2%
         Convertible Securities                         2%
         Public or Private Equity                       4%

      The Engagement Letter provides that a separate Commitment
      Fee will be payable in respect of each financing in the
      event that the relevant commitments contemplate multiple
      financings, but only one fee will be payable for multiple
      transactions relating to the same capital raising event
      (e.g., debt raised in an offering pursuant to Rule 144A
      promulgated under the Securities Act of 1933, as amended,
      following which a registration statement is filed covering
      resales of the same or underlying securities).

   (c) Consummation Fee

      Finally, at the time of the occurrence of a Consummation
      Transaction with respect to PG&E, UBS Warburg will receive
      the Consummation Fee equal to $60 million, minus up to $60
      million of the following:

      (i) the cumulative Commitment Fees previously paid to UBS
          Warburg; and

     (ii) the portion of any underwriting commissions retained
          by UBS Warburg in its capacity as lead manager or co-
          manager of any underwritten financing in connection
          with such Consummation Transaction for acting in such

      For purposes of the Engagement Letter, a "Consummation
      Transaction" means the consummation of any reorganization
      or restructuring of liabilities of PG&E that is in material
      compliance with California law, including, without
      limitation, the earliest to occur of (i) the effective date
      of any Chapter 11 plan of reorganization with respect to
      PG&E, or (ii) any repayment, exchange, conversion,
      modification, amendment, deferral, restructuring,
      rescheduling, moratorium or adjustment of the terms and/or
      conditions of liabilities of PG&E outstanding on the date
      of commencement of PG&E's Chapter 11 proceedings, whether
      pursuant to a Chapter 11 plan of reorganization, order of
      the Bankruptcy Court or otherwise.

      A Consummation Transaction will be deemed to have occurred
      when the plan of reorganization or other binding document
      or agreement providing for such Consummation Transaction
      becomes effective. Pursuant to the Engagement Letter, a
      Consummation Transaction will not include any plan of
      reorganization that results in the disaggregation of PG&E
      into separate business entities with the effect of
      substantially removing from the Commission its authority
      under current law to regulate the rates of any one or more
      such separate entities.

   Whether or not any financing transaction is consummated, in
   addition to any fees payable to UBS Warburg, the Engagement
   Letter calls for PG&E to reimburse UBS Warburg, promptly
   upon its request from time to time, for its reasonable
   expenses incurred in entering into and performing services
   pursuant to the Engagement Letter, including the reasonable
   fees, disbursements and other charges of its legal counsel.

3. Other Material Provisions

   (a) Indemnification

       The Commission is required to indemnify UBS Warburg from
       and against any losses, claims, damages, liabilities and
       expenses in connection with any matter in any way relating
       to or referred to in the Engagement Letter except to the
       extent it is determined by a court of competent
       jurisdiction that such losses, claims, damages,
       liabilities and expenses resulted solely from the gross
       negligence or willful misconduct of UBS Warburg.

       In addition, the Indemnification Agreement provides that
       if the Indemnification were not available for any reason,
       then the CPUC agrees to contribute to the losses, claims,
       damages, liabilities and expenses involved.

       UBS Warburg (and its affiliates, directors, employees and
       controlling persons) will not be liable to the Commission,
       and releases UBS Warburg and such persons from any losses
       or liability in connection with or as a result of its
       engagement, except if a court finally determines that such
       losses or liability resulted solely from (i)
       nonperformance by UBS Warburg of its services under the
       Engagement Letter or (ii) gross negligence or willful
       misconduct by UBS Warburg.

       Except for the enforcement of rights or claims described
       in (i) or (ii) above, the Commission covenants that it
       will not sue or bring any claim against UBS Warburg.

       Because the Commission is unable to make payments to UBS
       Warburg under the indemnification provisions, the
       Indemnification Agreement provides that the Commission
       shall have no obligation or liability for any amount
       payable to UBS Warburg arising out of the Indemnification
       Agreement. All such amounts shall be payable solely by

       The Commission understands from its financial advisors,
       Chanin Capital Partners LLC, such an indemnification
       agreement will be an integral part of any engagement with
       a financing arranger, primarily because the arranger will
       have to rely on information supplied by PG&E in its
       discussions with potential financing sources.

   (b) Information

      For UBS Warburg to properly advise the Commission in
      respect of the debt and equity issuances required under the
      Commission's Plan, UBS Warburg will require detailed
      financial and other information about PG&E and full access
      to knowledgeable PG&E executives and employees.
      Accordingly, Section 4 of the Engagement Letter obligates
      the Commission to furnish UBS Warburg (and to request that
      PG&E furnish UBS Warburg) with such information as UBS
      Warburg believes appropriate for its assignment.

   (c) Termination

      UBS Warburg's services may be terminated by the Commission
      or UBS Warburg upon 30 days prior written notice without
      liability or continuing obligation of the Commission or UBS
      Warburg, with the following exceptions:

      (i) if terminated by the Commission, UBS Warburg shall be
          entitled to the fees payable pursuant to Section 2 of
          the Engagement Letter in respect of any Chapter 11 plan
          of reorganization of PG&E consummated within a period
          of 36 months following any such termination;

     (ii) the expenses incurred by UBS Warburg as a result of
          services rendered prior to the date of the termination
          by either party will become immediately payable in full
          by PG&E; and

    (iii) certain specified provisions of the Engagement Letter
          will remain operative and in full force and effect
          regardless of any termination by either party.

The CPUC submits that the Engagement Letter is the product of
extensive arms' length negotiations between the Commission and
UBS Warburg. The Commission believes that the fee, expense and
indemnification provisions contained in it are reasonable and
customary for comparable financings. The Commission's belief is
informed, in large part, by the advice of its financial
advisors, Chanin & Co.

            Ex Parte Application for Prompt Hearing

Due to the lead time necessary for UBS Warburg to raise the
financing required under the Commission's Plan, the exigencies
of this case and the necessity for UBS Warburg to begin its work
promptly, the Commission requests that the Court schedule a
hearing on the motion on July 22, 2002 at 1:30 p.m. The
Commission requests that objections to the Motion, if any, be
filed and served no later than July 9, 2002, with any reply by
the Commission to be filed no later than July 16, 2002. The CPUC
points out that it is requesting a hearing on the motion one day
less than that required under Local Rule 9014-1(c)(1). The
request is necessitated because of the time needed to negotiate
and prepare the Engagement Letter and the motion and to vet with
the Official Committee of Unsecured Creditors. (Pacific Gas
Bankruptcy News, Issue No. 39; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

PENN SPECIALTY: Taps A.E. Balkin as Exclusive Warehouse Broker
Penn Specialty Chemicals, Inc. and its debtor-affiliates wants
the U.S. Bankruptcy Court for the District of Delaware to give
them authority to retain A. E. Balkin & Associates, Inc. as
exclusive sales agent for the Debtor with respect to the sale of
the warehouse property. The Debtors are also asking authority to
sell such warehouse property which is located at 3400 Chelsea
Avenue Memphis, Tennessee.

Balkin is a licensed real estate agent and broker, with
significant experience handling similar sales in the Memphis,
Tennessee area. The Debtors relate that before they filed for
chapter 11 protection, the Debtor and Balkin entered into the
Listing Agreement, pursuant to which Balkin agreed to act as
exclusive sales agent for the listing and eventual sale to
interested third parties of the Warehouse Property.

Under the Listing Agreement, Balkin will not charge the Debtor
for any costs or fees associated with the sale of the Warehouse
Property, but is entitled to a commission equal to a reasonable
6% of the final sale price of the Warehouse Property.

Balkin relates it showed the Warehouse Property to roughly 25
potential buyers before accepting the offer from Steven D.
Chlavin.  On or about May 29, 2000, the Debtor and Buyer entered
into the MEMPHIS Commercial and & Industrial Purchase Agreement
providing that:

      A. Title to and possession of the Warehouse Property will
         pass via warranty deed to Buyer.

      B. The sale price for the Warehouse Property will be
         $900,000. $25,000 of that total was paid upon as a
         deposit in December and has since been held in escrow by
         an escrow agent.

      C. The Purchase Agreement indicates that the sale is
         contingent upon Buyer's completion of due diligence and
         the ultimate approval of this Court.

      D. In addition, if the sale contemplated by the Purchase
         Agreement is not consummated, the Debtor will forfeit
         the deposit and be responsible to reimburse the Buyer's
         reasonable due diligence expenses.

The Debtor assures the Court that the price offered by the Buyer
represents the highest price and is the best offer for the
Warehouse Property. Within the approximately three years that
Balkin marketed the Warehouse Property, the Debtor has been
unable to find another buyer but received some offers to lease
the Warehouse Property with a short term rate well below the

Penn Specialty, one of the world's largest suppliers of
specialty chemicals THF and PTMEG, filed for chapter 11
protection on July 9, 2001, in the U.S. Bankruptcy Court for the
District of Delaware.  Deborah E. Spivack, Esq., at Richards,
Layton & Finger, in Wilmington, Delaware, represents the company
in its restructuring effort.

POLAROID: Court Sets Exclusivity Extension Hearing for July 12
By application of Del.Bankr.LR 9006-2, Polaroid Corporation's
exclusive period is automatically extended through the
conclusion of a hearing Judge Walsh will convene on July 12,
2002.  At that Hearing, Judge Walsh will consider the Debtors'
request to preserve their exclusive period solicit creditors'
acceptances of their liquidating plan and the Official Retirees'
Committee's objections to that request.

Judge Walsh rejected the Retirees' attempts last week to block
Polaroid's sale of substantially all of its assets.  The
Retirees don't like Polaroid's proposed liquidating plan
because, they say, it ignores their rights and claims.
(Polaroid Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

ROHN INDUSTRIES: Amends Credit & Forbearance Pacts with Lenders
ROHN Industries, Inc. (Nasdaq: ROHN), a global provider of
infrastructure equipment for the telecommunications industry,
has entered into an amendment to its credit and forbearance
agreements with its bank lenders.  The amendment to the credit
agreement decreases the maximum revolving loan commitment from
$25 million to $23 million and modifies the definition of the
borrowing base to provide ROHN up to $1,500,000 of additional
borrowing capacity.  Under the amendment to the forbearance
agreement, the bank lenders have agreed to extend until August
31, 2002 the period during which they will forbear from
enforcing any remedies under the credit agreement arising from
ROHN's breach of all of the financial covenants contained in the
credit agreement.  If these financial covenants and related
provisions of the credit agreement are not amended by August 31,
2002, and the bank lenders do not waive any defaults by that
date, the bank lenders will be able to exercise any and all
remedies they may have in the event of a default.

ROHN also announced it has engaged Peter J. Solomon Company
Limited to assist the Company in exploring strategic
alternatives for the Company, including a possible sale, merger,
other business combination or restructuring involving the

In addition, ROHN said it has substantially completed its
previously-announced program of testing and repairing internal
flange poles that it has fabricated and sold since 1999.  In
April of this year ROHN learned that one of its customers had an
internal flange pole that collapsed. As a result, ROHN notified
the U.S. Consumer Product Safety Commission and implemented a
comprehensive testing program to help ensure that the internal
flange poles conform to ROHN's quality standards.  Based upon
the testing and repair work done to date, ROHN currently
believes that the total cost of addressing the problem will be
approximately $3 million, all of which will be incurred in
fiscal year 2002.

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

RANOR INC: Wins Nod to Hire Anderson Kill as Bankruptcy Counsel
Ranor, Inc. obtained a stamp of approval from the U.S.
Bankruptcy Court for the Southern District of New York to retain
Anderson Kill & Olick, P.C. as its attorneys to perform the
extensive legal services that will be required during this
Chapter 11 case.

The Debtor tells the Court that Anderson Kill's services under a
general retainer are appropriate and necessary to enable the
Debtor to execute its duties as debtor and debtor in possession
faithfully and to implement the restructuring and

The Debtor understand that Anderson Kill will seek compensation
at the Firm's customary hourly rates:

           Senior Shareholders      $330 - $650
           Junior Shareholders      $145 - $330
           Paraprofessionals        $90 - $145

The attorneys who will be principally involved in this matter on
behalf of the Debtor and their standard hourly rates are:

           J. Andrew Rahl, Jr.         $580
           Larry D. Henin              $430
           Gloria J. Frank             $400
           Paul A. Rachmuth            $260

The Debtor will look to Anderson Kill:

      a) to take all necessary or appropriate actions to protect
         and preserve the Debtor's estate, including the
         prosecution of actions in the Debtor's behalf, the
         defense of any actions commenced against the Debtor, the
         negotiation of disputes in which the Debtor is involved,
         and the preparation of objections to claims filed
         against the Debtor's estate;

      b) to prepare on behalf of the Debtor, as debtor in
         possession, all necessary or appropriate motions,
         applications, answers, orders, reports and other papers
         in connection with the administration of the Debtor's

      c) to take all necessary or appropriate actions in
         connection with the negotiation and preparation of a
         plan of reorganization and a related disclosure
         statement and all related documents and such further
         actions as may be required in connection with the
         administration of the Debtor's estate; and

      d) to perform all other necessary or appropriate legal
         services in connection with this Chapter 11 case.

Ranor Inc. 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. The Company
filed for chapter 11 protection on June 25, 2002. J. Andrew Rahl
Jr., Esq. at Anderson Kill & Olick, P.C. represent the Debtor in
its restructuring efforts. When the Debtor filed for protection
from its creditors, it listed $18,211,284 in assets and
$7,655,775 in debts.

SMTC CORP: S&P Cuts Corp. Credit & Sr. Bank Loan Ratings to B
Standard & Poor's lowered its corporate credit and senior
secured bank loan ratings on SMTC Corp. to single-'B', from
single-'B'-plus and removed them from Creditwatch, where they
were placed on October 12, 2001. The action is based on weak
credit measures for the rating level and challenges associated
with improving operating performance under difficult end-market
conditions. The outlook is negative.

SMTC is a mid-tier provider of electronic manufacturing services
to the networking, communications and industrial markets. It is
based in Toronto, Canada, and had $112 million in debt
outstanding as of March 31, 2002.

"Difficult end market conditions are likely to challenge
management's efforts to improve operating performance in the
near term. Marginal credit measures are likely to remain
vulnerable to further deterioration," said Standard & Poor's
credit analyst Andrew Watt.

Sales modestly improved in the March and December quarters but
are well below levels of the June 2001 quarter. End-market
demand for SMTC's customers in the networking and computing
markets remains weak. Management has successfully added new
customers to somewhat offset lagging market conditions.
Aggressive restructuring actions implemented over the past year
aided operating efficiency. However, capacity utilization
remains below desired levels. Customer concentration remains a
concern, as the three largest customers, International Business
Machines Corp. (A+/Stable/A-1), Alcatel (BBB/Watch Neg/A-3), and
Dell Computer Corp. (BBB+/Stable/--), comprise about one-half of

Operating margins, which were 2% in the first quarter, are
likely to benefit in the near term from cost reduction actions
that had reduced capacity and staffing levels by over 30%.
Although the cash balance is just $1.7 million, SMTC is in
compliance with all covenants under its credit facility and had
$35 million of availability on its $150 million credit facility
as of March 31, 2002.

SHADY OAKS: Case Summary & 9 Largest Unsecured Creditors
Debtor: Shady Oaks Nursery, LLC
         aka Shady Oaks Properties, LLC
         400 - 15th Avenue SE
         Waseca, Minnesota 56093

Bankruptcy Case No.: 02-81952

Chapter 11 Petition Date: June 27, 2002

Court: District of Minnesota

Judge: Robert J. Kressel

Debtor's Counsel: Thomas J. Flynn, Esq.
                   Larkin, Hoffman, Daly & Lindgren, Ltd.
                   1500 Wells Fargo Plaza
                   7900 Xerxes Avenue South
                   Bloomington, MN 55431
                   Phone: 952-835-3800

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

Debtor's 9 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Capital One Services                                    $4,800

Capital One Services                                    $5,000

Advanta                                                 $9,500

The Stravin Group, Inc.                                $11,000

Citibusiness Card                                      $13,200

Corporate Graphics Commercial                          $18,000

U.S. Bank                                              $18,500

Waseca County Treasurer                                $22,000

Textron Financial                                      $38,000

SOFTWARE LOGISTICS: CMGI Agrees to Acquire All Worldwide Assets
CMGI, Inc. (Nasdaq: CMGI) has entered into a definitive
agreement to acquire substantially all of the worldwide assets
and operations of Software Logistics Corporation, a California
corporation doing business as iLogistix.

"As discussed on our recent conference call, CMGI is moving
solidly forward to execute against the strategic plan we have
articulated. This plan includes the acquisition of companies
which are complementary to our existing core assets, and which
meet our criteria for growth and financial performance," said
George McMillan, Chief Executive Officer of CMGI.

"iLogistix fulfills all of these criteria," continued McMillan.
"The combination of SalesLink and iLogistix builds on a CMGI
core competency and will position us for leadership in both
domestic and, for the first time, international markets for
supply chain and fulfillment solutions, particularly those
serving large computer OEMs and electronics manufacturers. We
expect that the acquisition will also be operationally
profitable, accretive and cash positive -- three important
financial criteria. iLogistix' 2002 revenue run rate of
approximately $300 million triples the size of CMGI's business
in supply chain management and fulfillment."

The definitive asset purchase agreement is subject to approval
by the United States Bankruptcy Court which has jurisdiction
over the assets of Software Logistics Corporation and certain of
its subsidiaries, and associated agreements are subject to
approval by the administrator in The Netherlands which has
jurisdiction over certain of iLogistix operations and assets.
The transaction, if so approved, is expected to close in July
2002. Under the terms of the agreement, CMGI, through a wholly-
owned subsidiary, will pay approximately $41 million cash for
the assets of iLogistix, and assume certain liabilities.

Bryce C. "Skip" Boothby Jr., SalesLink's President and CEO,
added, "iLogistix is a strong strategic fit with SalesLink and
CMGI, providing the global reach necessary to support our
growing base of worldwide customers. iLogistix also enhances our
superior information technology infrastructure, which offers
visibility throughout the entire supply chain, thereby reducing
our customers' costs and time to market."

iLogistix is an integrated design, implementation, and supply
chain management company, providing a comprehensive suite of
traditional and e-commerce supply chain services including
procurement, inventory management, assembly, fulfillment and
distribution services through its global network. iLogistix'
blue chip customer base, including Hewlett-Packard, Microsoft
and Adobe, is serviced by operations centers in the United
States, The Netherlands, Singapore and Taiwan. CMGI expects that
offers of employment will be extended to the bulk of iLogistix'
approximately 500 employees worldwide.

iLogistix will join CMGI's eBusiness and Fulfillment segment,
complementing and extending the supply chain management programs
currently provided by SalesLink. SalesLink provides outsourced
manufacturing support services, in which clients retain
SalesLink to plan, buy and build-to-order sub-assemblies for
computer equipment and consumer electronic products. These
outsourced manufacturing services primarily assist companies in
the areas of accessory kits, software, literature and
promotional products and involve active global supply chain
management and coordination of CD-ROM, DVD and diskette
replication, product packaging and assembly, print management,
electronic order processing and software distribution direct
fulfillment and inventory management. SalesLink's customers
include Cisco Systems, Sony Electronics and Sun Microsystems.

CMGI, Inc. (Nasdaq: CMGI) is comprised of CMGI operating
businesses and investments made through its venture capital
affiliate, @Ventures. CMGI companies span a range of vertical
market segments including e-business and fulfillment; enterprise
software and services; and managed application services.

CMGI's nine operating companies include Engage (Nasdaq: ENGA),
NaviSite (Nasdaq: NAVI), AltaVista, Equilibrium, ProvisionSoft,
SalesLink, Tallan, uBid and Yesmail.

CMGI's corporate headquarters is located at 100 Brickstone
Square, Andover, MA 01810. @Ventures has offices there, as well
as at 3000 Alpine Road, Menlo Park, CA 94028. For additional
information, see http://www.cmgi.comand

SPECIAL METALS: Bank Group Waives Default Under Credit Agreement
Special Metals Corporation (OTC: SMCXQ) announced that the
Company did not meet a sales revenue covenant contained in its
Postpetition Credit Agreement but has obtained the agreement of
its bank group to waive the technical default.

The Company's revenue for the period from April 1, 2002 through
May 31, 2002 was $96.282 million, which was $936 thousand less
than the amount required by the terms of the credit agreement
for the period. Special Metals met the five remaining financial
covenants for the month of May. The waiver provided by the bank
group is unopposed by the Creditors' Committee and is subject to
court approval which is expected to occur promptly.

The Company has substantial cash resources and, other than
obtaining a letter of credit in the amount of $225,000, has not
drawn on its availability under the $60 million postpetition
revolving credit facility. In addition, the Company does not
anticipate a need in the near term to access the credit
facility. T. Grant John, Special Metals' President said, "The
Company is currently generating sufficient cash from operations
and the use of cash collateral to support our businesses in the
ordinary course. We are pleased by the continued support of our
lenders, as well as our customers, suppliers, and employees, as
we work through the reorganization process."

Special Metals is the world's largest and most-diversified
producer of high-performance nickel-based alloys. Its specialty
metals are used in some of the world's most technically
demanding industries and applications, including: aerospace,
power generation, chemical processing, and oil exploration.
Through its 10 U.S. and European production facilities and a
global distribution network, Special Metals supplies over 5,000
customers and every major world market for high-performance
nickel-based alloys.

SPORTS AUTHORITY: S&P Keeps Watch on B Rating After Offering
Standard & Poor's placed its single-'B' corporate credit on The
Sports Authority (TSA) on CreditWatch with positive implications
following the company's announcement that it has filed for a
proposed secondary offering of $90 million in common stock.

"TSA intends to use the net proceeds from this offering to repay
a portion of the outstanding balance under its revolving credit
facility," said Standard & Poor's analyst Ana Lai.

Ft. Lauderdale, Florida-based TSA is the largest full line
sporting goods retailer in the U.S., operating 198 superstores
in 32 states. The company continues to make progress improving
its fundamental operations. Same-store sales increased 3.9% in
first quarter of 2002. Focus on cost control and merchandising
strategy has resulted in slight improvement in operating

If completed, the secondary stock offering is expected to
strengthen TSA's financial profile. Pro forma for the proposed
transaction, total debt to EBITDA is expected to improve to
about 4.4 times, compared to about 5x for the 12-month period
ended May 4, 2002, if proceeds are used for permanent debt

Standard & Poor's will review the company's financial policies
and its ability to sustain an improved credit profile prior to
resolving the CreditWatch listing.

SUPERIOR TELECOM: Will Commence OTCBB Trading on July 10, 2002
Superior TeleCom Inc. (NYSE: SUT) confirmed the decision of the
New York Stock Exchange to suspend trading and seek to delist
the Company's common stock as well as the 8.5% trust convertible
preferred securities of Superior Trust I. The Company expects to
trade both of these securities on the OTC Bulletin Board
commencing on Wednesday, July 10, 2002. The ticker symbol for
the Company's OTC Bulletin Board listing will be announced prior
to the commencement of trading on the new listing site. Subject
to the NYSE rules and regulations, both securities will continue
to trade on the NYSE through July 9, 2002.

Steven S. Elbaum, Chairman and Chief Executive Officer of the
Company stated, "We are disappointed but not surprised by the
decision of the Exchange. The trading price of the Company's
securities and its equity capitalization reflect Superior's high
financial leverage and the difficult business environment
adversely affecting the telecommunications industry, its
customers and suppliers, including Superior. We remain focused
on the long term strengthening of core businesses at Superior
and regrowth of equity value. In the short term, we will
continue to carefully manage our assets, liquidity and
operations through to the anticipated eventual recovery of
demand for the fundamental products we make and sell. At the
same time we remain committed to outstanding quality, customer
service and product performance that has characterized our long
history as a leading cable producer. As conditions in the
commercial and financial markets improve, we expect to be in the
position to reevaluate the alternatives available to the Company
for the most appropriate trading market for its public

Superior TeleCom Inc. is the largest North American wire and
cable manufacturer and among the largest wire and cable
manufacturers in the world. Superior manufactures a broad
portfolio of products with primary applications in the
communications, original equipment manufacturer (OEM) and
electrical wire and cable markets. The company is a leading
manufacturer and supplier of communications wire and cable
products to telephone companies, distributors and system
integrators; magnet wire for motors, transformers, generators
and electrical controls; and building and industrial wire for
applications in construction, appliances, recreational vehicles
and industrial facilities. The Company's Web site is at

TRI-NATIONAL DEV'T: Court Intends to Dismiss Senior Care Lawsuit
Tri-National Development Corp. (OTCBB:TNAVQ) and several of its
Mexican subsidiaries, on the one hand and, Senior Care
Industries Inc. and its Mexican subsidiary, Senior Care
International, S.A. de C.V., on the other, have been engaged as
adversaries in litigation pending in the United States
Bankruptcy Court, Southern District of California (Case No. 01-

At issue in this litigation has been Senior Care's claim that
Senior Care International purchased a number of Mexican
properties from Tri-National's Mexican subsidiaries and that it
now falsely claims ownership of those properties. Tri-National
has denied, and continues to deny, Senior Care's claim. Further,
Tri-National vehemently opposes Senior Care's false and repeated
claims and representations to the public that the subject
Mexican properties represent $60,000,000 in assets of Senior
Care International, and therefore of Senior Care by virtue of
its ownership of Senior Care International stock.

Despite their public representations to the contrary, in the
course of the above-described litigation, Senior Care Industries
and Senior Care International both admitted the fact that
neither of their entities possess legal title to the Mexican
properties at issue. The U.S. Securities and Exchange Commission
has been and is currently investigating Senior Care, at least in
part, based upon Senior Care's claims of ownership of these

Also in the course of the above-described litigation, Tri-
National filed a motion seeking a judicial declaration that
would officially declare the issue of ownership of the subject
Mexican properties. Tri-National's motion was initially
scheduled to be decided on June 12, 2002. During the pendency of
the motion, Senior Care asserted through its legal counsel (on
May 31, 2002) and the sworn testimony of its chief executive
officer, Mervyn Phelan (on June 3 and 4, 2002), that Senior Care
had sold Senior Care International (the Senior Care subsidiary
that Senior Care alleges owns the subject properties) to a
Mexican corporation -- formed very recently by Senior Care's own
counsel -- in return for one or more long-term promissory notes
and no cash. Senior Care further asserted that the alleged
Mexican corporate buyer had replaced all of the officers and
directors of Senior Care International with Mexican nationals.
Senior Care's chief executive officer, Phelan, stated under oath
that he had directed this alleged sale of Senior Care
International in order to avoid the jurisdiction of California
and federal courts.

Senior Care has also disregarded their reporting requirements
pursuant to the Security Exchange Act of 1934, which requires
public disclosure of a "material event" within 15 days after
such event occurs. In this instance, Senior Care's alleged sale
of over $60,000,000 of its falsely claimed assets should
nevertheless have been made public no later than June 15, 2002.

On June 24, 2002, the United States Bankruptcy Court, Southern
District of California issued a memorandum decision stating the
Court's opinion that its limited jurisdiction does not extend to
the above-described litigation, which was initially filed by
Senior Care and Senior Care International. The Bankruptcy Court
intends to dismiss the litigation.

Tri-National Development Corp. is an international real estate
development, sales and management company.

US AIRWAYS: Reaches Tentative Agreement with Flight Attendants
The US Airways flight attendants, represented by the Association
of Flight Attendants, AFL-CIO, reached a tentative agreement
Sunday night on a plan that will provide the airline with $77
million a year in cost savings through 2008.

The tentative deal was reached as US Airways attempts to obtain
labor cost reductions as part of its plan to restructure the
airline outside of bankruptcy.  The airline is also seeking to
secure a $900 million loan guarantee from the Air Transportation
Stabilization Board.  Terms of the loan guarantee also require
labor cost cuts.

"This deal represents the flight attendants' efforts to help our
airline survive," said AFA US Airways Master Executive Council
President Karen Lascoli.  "If US Airways is forced into
bankruptcy in its attempt to restructure, this agreement
provides needed protection for flight attendants."

Before the terms of the deal are put into place, it must be
ratified by a vote of the US Airways flight attendants.  The AFA
US Airways MEC voted unanimously today to send the agreement out
to the flight attendants for a ratification vote.  A majority of
the MEC also voted to recommend that flight attendants cast
their ballot "FOR" the deal.  The ratification vote schedule has
not yet been set.

In return for the concessions offered in the agreement, flight
attendants will receive protection from additional cuts in the
event that US Airways files for bankruptcy.  The deal also
provides financial returns for the flight attendants when the
airline becomes profitable and assurances that flight attendants
won't bear more than their fair share of the concessions when
compared to potential deals made with other labor groups.
Further details on the tentative agreement will be released
after the flight attendants have a chance to review the plan.

More than 50,000 flight attendants at 26 airlines, including
10,000 at US Airways, join together to form AFA, the world's
largest flight attendant union. Visit http://www.afanet.orgfor
more information.

US AIRWAYS: Applies for $900 Million Federal Loan Guarantee
US Airways Group, Inc. completed submission on June 28, 2002, of
its final application with the Air Transportation Stabilization
Board for a $900 million federal loan guarantee of a $1 billion
loan -- including identification to the ATSB of the initial
lenders that have agreed to participate in the financing by
providing the $100 million "at risk" portion of the loan.

The Company also said that it will begin deferring payments on
public debt relating to aircraft that have already been grounded
as well as selected older Boeing aircraft in service that have
been targeted for debt modification as part of the Company's
restructuring plan. The Company is currently negotiating with
various creditors to reduce and restructure its costs and
obligations under existing agreements, and these discussions
will now include indenture trustees of the public debt issues

As previously announced last week, the Company noted that the
payment deferrals were not linked to the Company's current cash
position and said it will otherwise continue to pay its day-to-
day obligations and does not anticipate any impact to its
customers, employees, airports or other operations from the
strategic payment deferral program.

"We are pleased to be able to report positive progress on our
ATSB application. [Fri]day's decision to defer payments on
selected public debt and begin negotiations with affected
trustees is a logical step to successfully conclude our
restructuring activities," said President and Chief Executive
Officer Dave Siegel.

"We continue to devote our attention towards completion of a
voluntary restructuring plan, which requires modified labor
agreements to reduce labor costs, as well as permit the
implementation of an international and domestic alliance and add
a very substantial number of regional jets. The timely
completion of labor negotiations -- along with agreements with
key lenders, lessors and vendors to reduce costs -- and the
issuance of a federal loan guarantee, should allow US Airways to
successfully restructure outside of Chapter 11 reorganization,"
Siegel said.

US Airways Inc.'s 10.375% bonds due 2013 (USAIR3) are trading at
about 81.5, DebtTraders reports. See
real-time bond pricing.

U.S. WIRELESS: Seeks Plan Exclusivity Extension through July 30
U.S. Wireless Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to further extend
their exclusive periods under 11 U.S.C. Sec. 1121. The Debtors
wish to maintain their exclusive right to file a Liquidating
Chapter 11 Plan through July 30, 2002 and the exclusive right to
solicit acceptances of that plan through September 30, 2002.

The Debtors relate that since the Petition Date, they have been
actively involved in the sale of their businesses and assets.
Additionally, since December last year, the Debtors have
drastically reduced their workforce to two employees. The two
remaining employees have been diligently working on the numerous
tasks of the Debtors' estates, including the formulation of a
liquidating chapter 11 plan.

The Debtors tell the Court that their Liquidating Chapter 11
Plan has been formulated and has been circulated to the
Committee. The Debtors assure the Court that the Counsel for the
Committee was informed and agreed to this additional limited
extension of the Exclusive Periods.

U.S. Wireless Corporation is a research and development of
wireless location technologies, designs and implements wireless
location networks using proprietary "location pattern matching"
technology.  The Company filed for chapter 11 protection on
August 29, 2001 in the U.S. Bankruptcy Court for the District of
Delaware. David M. Fournier, Esq. at Pepper Hamilton LLP
represents the Debtors.  When the Company filed for protection
from its creditors, it listed $17,688,708 in assets and
$22,239,832 in liabilities.

W.R. GRACE: Court Okays PwC's Amended Engagement as Accountants
Judge Fitzgerald grants W. R. Grace & Co.'s Motion to amend
PricewaterhouseCoopers' engagement as Accountants and Auditors,
but extensively modifies the Order proposed by PwC and the
Debtors.  Judge Fitzgerald limits the retroactivity of this
employment to January 10, 2002, and further conditions her
approval upon the waiver by PwC, given in open court, of all and
any claims to an indemnity in the Chasmbridge litigation and all
other prepetition claims against the Debtor.

However, Judge Fitzgerald pens in her own hand her finding that
upon this waiver PwC is a "disinterested professional", but is
not employed as an "ordinary course" professional, meaning PwC
must file and obtain approval of fee applications in order to be
paid.  Finally, Judge Fitzgerald adds that the issue of "nunc
pro tunc beyond January 10, 2002, and fees for services in that
time (as a professional) are preserved." (W.R. Grace Bankruptcy
News, Issue No. 25; Bankruptcy Creditors' Service, Inc.,

WASTE SYSTEMS: Cash Collateral Order Extended Until Aug. 23
Waste Systems International, Inc. sought and obtained continued
authority from the U.S. Bankruptcy Court for the District of
Delaware to use its secured lenders' cash collateral to fund its
working capital needs.  The Court grants WSII authority to
continue using cash collateral through August 23, 2002, subject
to Howard Bank's security interest.  In exchange, Howard Bank
receives continued adequate protection of its security interest
in the cash collateral, on the same terms and conditions as
provided under the Existing Cash Collateral Order.

The Company relates that it is operating on a cash flow positive
basis, and currently is generating EBIDTA at an annual rate of
approximately $10 million.

Waste Systems International, Inc., is an integrated non-
hazardous solid waste management company that provides solid
waste collection, recycling, transfer and disposal services to
commercial, industrial and municipal customers in the Northeast
and Mid-Atlantic Unites States. The Company filed for chapter 11
protection on January 11, 2001 in the U.S. Bankruptcy Court
District of Delaware. Victoria Watson Counihan, Esq., at
Greenberg Traurig LLP represents the Debtors in their
restructuring effort.

WILLIAMS: Shareholders' Move to Appoint Equity Panel Draws Fire
Corrine Ball, Esq., at Jones Day Reavis & Pogue in New York,
accords that, since the commencement of these cases, there has
been much attention in the media about the good, hard-working
people who invested in Williams Communications Group (WCG).

"The Company deeply regrets the fact that its shareholders have
been so negatively impacted by the Chapter 11 filing and the
macroeconomic events that preceded it," Ms. Ball says.

Ms. Ball also alleges that, at every stage in the prepetition
negotiations with creditors, the Company and its professionals
sought to convince the creditors to provide some recovery to
shareholders out of the recoveries that the creditors are
entitled to receive.  Thus far, the creditors have declined to
do so, pointing to their own losses.

"WCG understands that it seems inconceivable to many
shareholders that the Company could operate successfully, with a
proven track record of providing best-in-class
telecommunications networking services to its customers, and yet
still have stock that is worthless," Ms. Ball submits.
"Unfortunately that is the reality here -- the debts WCG
incurred in building that premier business exceed the business'
current value."

Ms. Ball further relates that WCG also understands that the
legal constraints, which preclude a distribution to shareholders
when creditors are not being paid in full, have been enormously
difficult for shareholders to accept.

"Nonetheless, appointment of an Equity Committee will not change
the economic and legal reality here -- there is insufficient
value to warrant a recovery to shareholders," continues Ms.
Ball. "Accordingly, the decision by Carolyn S. Schwartz, the
United States Trustee declining to appoint an Equity Committee
was reasonable and should stand."

                           TWC Objects

The Williams Companies objects to the appointment of an equity
security holders committee because, as a general rule, by the
time a company seeks Chapter 11 relief, economic reality
dictates that old equity will receive no recovery.  This case
does not present an exception to the general rule.

"There is simply no cognizable economic interest to be protected
by the appointment of an equity committee," says Frank L. Eaton,
Esq., at White & Case LLP in New York.  "The appointment of an
equity committee would be contrary to fundamental bankruptcy
policy -- it would produce in the estates' administration and
likely further impair the recovery of legitimate creditor
interests, without any concommittal benefits to the estates."

Given the economics of these Chapter 11 cases, an equity
committee would be a little more than an estate funded vehicle
for out-of-the-money equity designed to extract value from the
estate's creditors through the threat of scorched earth
litigation and the risk, costs and attendant delays.

Mr. Eaton observes that, rather than supporting the appointment
of an equity committee, the itemization of tasks that an
official committee of equity security holders could undertake
amply demonstrates why an equity committee is not needed.  For
most of the cursory review, it is obvious that each of the
designed tasks is redundant to the duties of the Creditors'
Committee or involves a discreet plan issue not in need of an
equity committee to undertake.

Mr. Eaton thinks that, implicitly, the Equity Committee Motion
expresses a threat to delay the plan process in order to extract
value to which the equity security holders are not entitled as a
matter of law.  Simply, William Communications Group's proposed
reorganization plan, in recognition of the economic realities of
this case, provides for the extinguishing of existing equity
interests, including equity interests held by TWC.  Being "out
of the money," the shareholders have nothing to lose and
everything to gain from derailing a reorganization process that
has been in development for many months and see an estate-
sponsored vehicle as the most effective means to do so.  But,
the enhancement of a hold-up value is not a justification to
employ an estate-sponsored vehicle to represent the interest of
valueless equity.

"While equity security holders may have nothing to lose,
unsecured creditors, the real economic stakeholders, risk losing
a great deal if the reorganization process is delayed," Mr.
Eaton points out.

Mr. Eaton explains that WCG's business is based largely upon
customer relationships that require confidence in WCG's long-
term viability.  WCG and its stakeholders have determined that
any value to be derived from WCG as a going concern must be
recognized quickly before WCG's business relationship
disintegrate.  WCG's continued existence as a going concern is
dependent upon a quick exit from Chapter 11.  Under the most
conservative valuations, however, WCG is unable to support
service of any of its existing secured debt, compelling
unsecured creditors to accept nothing more than new equity in
the reorganized company in exchange for their claims pursuant to
the plan.

"Unsecured creditors are willing to accept that treatment
because they realized that the only chance to recognize value
for their claims is to permit WCG to exit quickly from Chapter
11," Mr. Eaton notes.  Thus, the delay that will enviably ensue
from the appointment of an equity committee will not only add to
the administrative burdens upon the estate, but will jeopardize
any value to be realized by unsecured creditors and the ability
of WCG to continue as a going concern.

                Prepetition Secured Lenders Objects

Bank of America, N.A., for itself and as the Administrative
Agent on behalf of the Pre-Petition Secured Lenders objects to
the appointment of an Equity Security Holders Committee.

Scott D. Talmadge, Esq., at Clifford Chance Rogers & Wells LLP
in New York, New York, contends that, while the Shareholders
argue that the appointment of an equity committee is necessary
to ensure that the public shareholders of Williams
Communications Group (WCG) receive meaningful representation in
these Cases, the driving force behind the Motion is to force the
Debtors' estates to fund the professional fees and expenses of
an equity committee.

Mr. Talmadge reminds the Court that, pursuant to the Cash
Collateral Order, the Prepetition Secured Parties have consented
to the Debtors' limited use of the Cash Collateral in the amount
of $25,000,000, solely and exclusively for the disbursements set
forth in the Budget.  The Cash Collateral Order does not provide
for the payment of fees and expenses of the professionals of an
equity committee and an additional layer of expenses is
inappropriate considering the limited amount of funds that the
Debtors have authority to spend.  Therefore, to the extent the
Shareholders are attempting to object or otherwise modify the
Cash Collateral Order, the Shareholders are precluded from doing
so because the Cash Collateral Order is a final, non-appealable

Additionally, Mr. Talmadge believes that the Shareholders' claim
that their interests are not effectively protected without the
appointment of the equity committee is simply not true.  The
Shareholders have already retained counsel who has filed on
their behalf an objection to the Debtors' motion to assume that
a Lock Up Agreement.

Mr. Talmadge further states that the Shareholders' intention to
conduct an independent discovery related to TWC's claims does
not necessitate the appointment of an equity committee.  The
Shareholders have the right to file their own motion with the
Court seeking authorization to conduct a Rule 2004 examination
of TWC and the Debtors for that matter.  Likewise, if the
Shareholders disagree with the terms of any proposed settlement
of any these estates' claims, they can also file the appropriate
objection to the motion to approve that settlement.

                    Creditors' Committee Objects

According to Michael A. Cohen Esq., at Kirkland & Ellis in New
York, New York, "The Committee's position is simple -- the costs
of an equity committee far outweigh the benefit that a committee
could provide to the shareholders.  It is indisputable that
Williams Communications Group is hopelessly insolvent."

WCG's Senior Redeemable Notes, whose $2,500,000,000 in issued
debt constitutes about 51% of the total unsecured claims in
these cases, are currently trading in the open market between 8
to 10% of face value.

Mr. Cohen continues to say that the disinterested marketplace's
appraisal of WCG's going concern value projects a recovery of
less than a dime for unsecured creditors.  Even if events
warranted the invalidation of every dollar of claims that WCG's
former parent, The Williams Companies, Inc. (TWC), could assert
(a contingency that the shareholders hold out as their best hope
for finding equity in WCG), the fact that TWC's claims amount to
about 49% of the unsecured claims against WCG means that
unsecured creditors would, in that best of all possible worlds,
receive stock in reorganized WCG with a value of less than 20
cents on the dollar.

As no value remains for WCG's shareholders, Mr. Cohen deems that
there is no point in appointing an equity committee.  This will
only drain the Debtors' estate of its limited resources -- money
and management attention -- rather than permit the Debtors to
focus on the task at hand which is a successful reorganization.
The financial markets have no illusions about WCG's insolvency;
neither should the shareholders.

"The essential message in the shareholder's motion is that they
feel cheated by WCG and believe they have valid claims against
WCG for securities fraud," Mr. Cohen submits.  "The shareholders
are, of course, free to pursue any claims they believe they may
have.  But they are not free to charge WCG's estate for the
expenses they incur to pursue those claims, since WCG's
insolvency dictates that there can be no recovery on shareholder
claims under Section 510(b) of the Bankruptcy Code."

                        U.S. Trustee Objects

Carolyn S. Schwartz, the U.S. Trustee for the Southern District
of New York, tells the Court that a full and fair analysis of
the request to appoint an equity committee was performed and, in
light of all the facts and circumstances then within her
knowledge, she has decided that a committee should not be
appointed at that juncture of these cases.

Ms. Schwartz claims to have took these actions to evaluate the

A. Examined the capital structure, organizational structure and
    financial posture of the Debtors as reported by them in their
    verified bankruptcy petitions, schedules, affidavits and

B. Reviewed the SEC filings on record at the commencement of
    these cases and filed subsequent to the commencement of the

C. Solicited input from the Debtors, the Creditors' Committee
    and the SEC with regard to the desirability of appointing an
    equity committee; and,

D. Solicited and reviewed written documentation regarding
    Debtors' financial position from concerned equity holders and
    from counsel to the moving parties.

With regards to soliciting comments and opinions from parties in
interest, including the Debtors and the Creditors' Committee
regarding this issue, Ms. Schwartz relates, "Since each party in
interest can be expected to have its own bias, no one entity's
opinion is overwhelmingly persuasive, yet when considered
together, may provide a balanced view of the case.  In these
particular cases, the Debtors, the Creditors' Committee and the
SEC each opposed the appointment of an equity committee."

Ms. Schwartz contends that the shareholders failed to meet their
burden of establishing the importance of having an official
committee of equity security holders in these cases.  They have
failed to demonstrate that the appointment of an equity
committee is necessary to adequately represent equity security
holders interests and that the Court should exercise its
discretion regarding the appointment.  Moreover, where the
evidence shows that the Debtors are hopelessly insolvent, no
equity interest to be protected by an official committee of
equity security holders exists. (Williams Bankruptcy News, Issue
No. 6; Bankruptcy Creditors' Service, Inc., 609/392-0900)

WORLDCOM INC: S&P Further Junks Credit Ratings to CC from CCC
Standard & Poor's stated that it lowered its long-term corporate
credit and senior unsecured debt ratings on global
communications provider WorldCom Inc. to double-'C' from triple-
'C'-minus following the company's announcement that it has
received a notice of termination of its $1.5 billion accounts
receivable securitization program.

In addition, WorldCom has been notified by its lenders under its
$2.65 billion and $1.6 billion senior unsecured credit
facilities that events of default had occurred and that they
have reserved their rights and remedies under the facilities.
The company drew down the full $2.65 billion facility in May
2002. "These events of default permit the lenders, holding 51%
of the loans under the $2.65 billion, to vote to accelerate and
demand immediate repayment of the loans," said Standard & Poor's
analyst Rosemarie Kalinowski.

All ratings remain on CreditWatch with negative implications.
Clinton, Mississippi-based Worldcom had about $30 billion of
total debt outstanding as of March 31, 2002.

The downgrade is based on the high degree of uncertainty
surrounding WorldCom's liquidity position and its ability to
ultimately pay its outstanding debt. Furthermore, additional
negative news regarding the quality of the company's financial
statements, along with the ongoing SEC investigation, increases
the likelihood of a debt restructuring or Chapter 11 filing in
the near term.

WORLDCOM: Fitch Places 15 CDOs on Watch Negative Due to Exposure
Following the downgrade of WorldCom's senior unsecured ratings
to 'CC' from 'B' on June 26, 2002, Fitch Ratings has examined
the CDO transactions it rates for any exposures. Approximately
70 CDOs have been identified that have total exposure of $570
million to WorldCom. The exposure per transaction ranges from
$70 million to less than $1 million, with an average exposure of
just over $8 million per structure. In percentage terms,
transaction exposure to WorldCom as a percentage of total assets
ranges from 3.1% to 0.1%, with an average exposure of
approximately 1%.

Fitch has made an initial review of and found that the majority
of identified transactions do not warrant any rating action at
this time due to their relatively small WorldCom exposure and
sufficient structural protection. However, 15 CDOs have one or
more debt tranches sufficiently exposed such to warrant
placement of their ratings placed on Rating Watch Negative. In
most cases, these CDOs had already experienced some erosion of
collateral credit quality, thereby increasing the impact of
their WorldCom exposure. The securities placed on Ratings Watch
Negative are as follows:

                     BAC Synthetic CLO 2000-1

                     --class C rated 'BBB';

                     --class D rated 'CCC';

                     --class E rated 'CC'.

          Brooklands Euro Referenced Linked Notes 2001-1 Ltd.

                     --class B rated 'AA-'.

               Dresdner RCM Caywood Scholl CBO I, Ltd.

                     --class B-1 rated 'BBB-';

                     --class B-2 rated 'BBB-'

                       EPOCH 2000-1, Ltd.

                     --class IV rated 'BBB';

                     --class V rated 'B';

                     --preferred shares rated 'CCC'.

                       EPOCH 2001-1, Ltd.

                     --class IV rated 'BBB;

                     --class V rated 'BB'.

                       Eurostar I CDO

                    --class A-1 rated 'AAA';

                    --class A-2 rated 'AAA';

                    --class A-3 rated 'A-';

                    --class B rated 'CCC';

                    --class C rated 'CC'.

         Helix Capital (Netherlands) B.V. series 2002-12

                    --class C rated 'BBB+'.

                   Marylebone Road CBO I, Ltd.

                   --Class A-2L rated 'A-'.

                   Marylebone Road CBO II, Ltd.

                   --Class A-3L rated 'A'.

         Northwestern Investment Management Company CBO I

                   --Class B-1 rated 'BBB-';

                   --Class B-2 rated 'BBB-'.

          North Street Referenced Linked Notes 2000-1 Ltd.

                   --Class C rated 'A';

                   --Class D-1 rated 'BBB';

                   --Class D-2 rated 'BBB';

                   --Fixed-rate income notes rated 'BB-'.

          North Street Referenced Linked Notes 2000-2 Ltd.

                   --Class D rated 'A-';

                   --Class E rated 'BBB';

                   --Fixed-rate income notes rated 'BB-'.

               PPM America High Yield CBO I

                   --Class A-3 rated 'BBB-';

                   --Class B rated 'B'.

               SHYPPCO Finance Company LLC

                   --Class A-2B rated 'AA';

                   --Class A-2C rated 'AA'.

             Solar Investment Grade CBO II, Ltd.

                   --Preferred shares rated 'BB-'.

The following transactions were previously placed on Rating
Watch Negative by Fitch and have exposure to WorldCom:

                     Blue Eagle CDO 1 SA

                  --Class A-1 rated 'AAA';

                  --Class A-2 rated 'AAA';

                  --Class B-1 rated 'A-';

                  --Class B-2 rated 'A-';

                  --Class C rated 'BBB';

                  --Class D rated 'BB-';

                  --Combination notes rated 'BB-'.

              Helix Capital (Netherlands) B.V. 2001-1

                  --Class B rated 'CC'.

    Helix Capital (Netherlands) B.V. Series 2001-6 Hights VII

                  --Asset-backed floating-rate notes rated 'BBB';

                  --Class B rated 'CC'.

              Helix Asset Backed Medium Term 2001-9:

                  --Notes rated 'BB+'.

Fitch is currently reviewing these transactions in detail and
appropriate action will be taken when the analysis has been

WORLDCOM: S&P Says Woes Expected to Affect Global CDOs Mildly
Standard & Poor's expects that last week's revelations about
accounting improprieties at WorldCom Inc., and the subsequent
downgrade of WorldCom's corporate credit rating to triple-'C'-
minus and placement on CreditWatch with negative implications,
would affect the performance of a number of its rated cash flow
and synthetic CDO transactions worldwide.

For cash flow CDO transactions, the segment of greatest concern
is investment-grade CBO transactions, which are typically
structured to be collateralized 80% or more by investment-grade
corporate bonds with the remainder comprising bonds issued by
corporations rated at the higher end of the non-investment-grade
range. Since WorldCom originally carried an investment-grade
corporate credit rating, and since many CDO transactions have
significant exposure to debt issued by telecom obligors,
WorldCom appears in a large majority of investment-grade CBO
collateral pools. Of 26 domestic Standard & Poor's rated cash
flow investment-grade CBO transactions, 20 currently have
exposure to bond debt issued by WorldCom. In all, the exposure
across these cash flow investment-grade CBO transactions totals
more than $95 million in par value, with the average size of the
exposure (for transactions with WorldCom in their collateral
pools) at $4.85 million per transaction, or 1.09% of the
collateral pool. The individual exposures ranged from 0% to 2.1%
of the collateral pools.

Since investment-grade CBO transactions are more highly
leveraged than CDO transactions collateralized by speculative-
grade assets, the equity tranche in a typical investment-grade
CBO transaction is sized at around 4% of liabilities, compared
with 8% to 10% in the typical CBO or CLO collateralized
primarily by speculative-grade assets. Because of this, the
default or downward credit migration of a single obligor in an
investment-grade CBO transaction can have a material effect on
the credit enhancement available to support the rated notes.
Many cash flow investment-grade CBO transactions had already
begun to show signs of negative credit migration in their
collateral pools in recent months as several widely held
investment-grade corporate-grade obligors saw their ratings drop
into non-investment-grade territory. For several of the cash
flow investment-grade CBO transactions, the marginal effect of
WorldCom's migration down the credit spectrum is expected to
cause CreditWatch placements on the ratings assigned to the
senior notes Standard & Poor's has rated in these transactions.
In addition, two domestically rated investment-grade cash flow
CBO transactions with ratings already on CreditWatch negative
also had material exposure to WorldCom debt. If WorldCom
ultimately defaults, the effect on the ratings assigned to these
and other investment-grade CBO transactions could be
substantial, depending upon potential recovery values for the
defaulted WorldCom bonds. If the market prices and expected
recoveries for WorldCom bonds following a default were
significantly below the recovery assumptions contemplated for
cash flow investment-grade CBO transactions when they were
initially rated, additional CreditWatch placements and potential
downgrades on the senior tranche CBO ratings might result.

For other cash flow CDO transactions -- such as arbitrage CBO
transactions collateralized by high-yield bonds, or arbitrage
CLO transactions collateralized by leveraged loans, the effect
of WorldCom's problems should be modest. Although most high-
yield CDO transactions are originated with collateral pools that
contain some investment-grade debt, the bulk of the collateral
in these transactions comes from non-investment-grade obligors,
and WorldCom appears in relatively few of these collateral
pools. In addition, given the non-investment-grade character of
these transactions' collateral pools at origination, these
transactions are structured to tolerate a greater degree of
credit migration and defaults than transactions originated with
investment-grade collateral. As such, only a relative few
transactions that had been showing significant signs of stress
prior to WorldCom's problems (and which have material exposure
to WorldCom debt) should be affected.

For Standard & Poor's rated European CDO transactions, the
overall effect has not been too widespread. Of Standard & Poor's
publicly rated European CDO transactions, 13 transactions -- six
cash flow CDOs and seven synthetic CDOs -- had exposure to
WorldCom debt in their collateral pools. For the cash flow
transactions, the average exposure for transactions with
WorldCom in their collateral pools was 1.19% of the total
assets; the largest single exposure for the cash flow CDOs was
2.26% of the total assets. Of these six transactions, two had
already been on CreditWatch with negative implications prior to
WorldCom's problems. For the synthetic transactions, the picture
was slightly better: For the seven European synthetic CDO
transactions with WorldCom exposure, the average size of the
exposure was 0.77% of total assets. Of these seven transactions,
two had already been on CreditWatch with negative implications
prior to WorldCom's problems. Of the remaining nine European
cash flow and synthetic CDO transactions with exposure to
WorldCom debt and with ratings not yet on CreditWatch negative,
as many as a half dozen CreditWatch placements may result due to
WorldCom exposure.

For Standard & Poor's domestically rated synthetic CDO
transactions, the effect of WorldCom's problems is expected to
be significant and may lead to a number of negative rating
actions. Like investment grade cash flow CDOs, synthetic CDOs
are primarily collateralized by investment grade credits and are
highly leveraged. In addition, a large number of these
transactions have significant exposure to debt issued by
WorldCom. Currently, 22 Standard & Poor's rated synthetic CDO
transactions comprise an estimated $400 million of WorldCom

Standard & Poor's will continue to monitor the performance of
all of its rated CDO transactions to assess the affect of any
changes in WorldCom's situation, and to ensure that the ratings
assigned continue to reflect the credit enhancement available to
support the rated notes.

WORLDCOM: Initiates Massive Worldwide Lay Off of 17,000 Workers

Clinton, Mississippi-based WorldCom Inc. laid off about 17,000
workers worldwide on Friday, June 28, ending a week that saw the
telecommunications company disclose an accounting scandal that
could force it into bankruptcy, reported the Associated Press.
The company revealed on Tuesday, June 25, that its internal
auditors had found that $3.8 billion was wrongly listed on its
books as capital expenses in 2001 and 2002, reported the
newswire. WorldCom eliminated about 1,300 jobs in Virginia,
1,000 in Texas, 100 in Mississippi, nearly 700 in Maryland and
500 in Colorado, reported AP.  In other states, the numbers
ranged from a few to a few hundred.  The cuts account for about
20 percent of the workforce of the company. (ABI World, July 1,

WORLDCOM: James Owers Calls Company "New Low in Bad Accounting"
"Even in the context of some egregious recent restatements, the
WorldCom announcement really does establish an unfortunate new
low in terms of bad accounting," says James Owers, finance
professor at Robinson College of Business at Georgia State

"While the capitalization of operating expenses can provide an
area for legitimate judgment in how the demarcation is made, $4
billion over five quarters would seem outside the range of
reasonable judgment even for a company as large as WorldCom."

Owers has been researching the causes and financial consequences
of accounting restatements for the past 10 years. His most
recent study which analyzed the market response to different
categories of accounting restatements found "statistically
significant negative revaluations." Recently published in the
International Business & Economics Research Journal, "The
Informational Content and Valuation Ramifications of Earnings
Restatements," (co-authored by Ronald Rogers of the University
of South Carolina and Chen-Miao Lin of Georgia State University)
examined nine categories of restatements including acknowledged

According to Owers restatements are not a recalibration of
investors' expectations, but a change in results previously
announced to be the "real numbers" -- after the fact, and
supposedly final.

"Thus, they are dramatic for several reasons. The previous hard
numbers were incorrect. Not surprisingly, that influences and
changes stock values, and the recent levels of restatements
raise questions about the caliber of management, and the
efficacy of the auditing profession," said Owers. "The debate
regarding whether the accounting profession is an effective
self-regulating body, discharging the immense responsibility it
shoulders is understandable in light of the recent Enron and
Anderson fiasco. This all clearly has debilitating consequences
for investor credibility and raises questions regarding whether
the investment playing field is level."

"This loss of credibility has become a cumulative process, with
spill-over effects," continued Owers. "As the market digests the
WorldCom announcement, it is notable that other companies where
accounting issues have been raised, such as Tyco, have
experienced further notable drops in their stock prices.
Investors rationally have raised their level of skepticism
regarding the 'quality of earnings.'"

Owers is available for comment on the WorldCom issue as well as
his study. He can be reached directly at 404/651-2619 or
617/495-3495. He can also be reached via email at

XEROX: Fitch Concerned About Weak Credit Protection Measures
Xerox Corp.'s announced restatement of its financial results for
the 1997-2001 periods today were within Fitch's expectations and
already factored into the company's existing ratings. Although
over $6 billion of equipment revenue, on a cumulative basis will
be restated during this period, the issue is strictly the timing
of revenue recognition in this period. Of the $6 billion, $5.1
billion has been reallocated to other revenue components over
this period. Further, reported net income for the historical
period will be lower. The financial restatement arose from a
disagreement between the Securities and Exchange Commission in
terms of revenue recognition for sales-type finance leases and
operating leases. Separately, Fitch Ratings expects to downgrade
Xerox Corp. and its subsidiaries' 'BB' senior unsecured and 'B+'
convertible trust preferred ratings at least one notch to
reflect the structural subordination due to the security granted
under the company's new $4.2 billion Amended and Restated Credit
Agreement dated as of June 21, 2002. A final rating action which
we expect to release next week is pending a detailed review of
the company's 10K and 10Q statements, which are anticipated to
be filed shortly.

The Rating Outlook remains Negative reflecting the company's
weakened credit protection measures, significant debt maturities
for the next three years, and the company's impaired financial
flexibility and reduced access to the capital markets. The
ratings also incorporate the competitive nature of the printing
industry, the necessity for constant new product introductions,
and overall weak economic conditions. As revenues are forecasted
flat to down, it is crucial that Xerox continues executing its
cost cutting programs in order to return the core operations to
consistent profitability levels. Cash flow will have to increase
significantly in order to support its debt obligations. Fitch
anticipates core credit protection measures will continue to be
challenged for the near term, despite continued anticipated cost
reductions from the company's ongoing restructuring programs.

Fitch continues to recognize the company's improving operational
performance, strong, technologically competitive product line
and business position, completed asset sales, execution of the
cost restructuring program. In addition, Fitch recognizes the
progress the company has made in exiting the financing business
with GECC eventually being the primary source of customer
financing in the U.S., Canada, Germany, and France, and De Lage
Landen International BV managing equipment financing for Xerox
customers in the Netherlands. The company has also made
arrangements for third-party financings in Nordic Region, Italy,
Mexico, and Brazil. In addition, Xerox has made significant
progress with its turnaround strategy as the previously
announced $1 billion cost cutting program was achieved ahead of
schedule and larger than anticipated, including a more than 10%
headcount reduction from year-end 2000. Asset sales have totaled
more than $2.0 billion, including an agreement to outsource
approximately half of its manufacturing, the common stock
dividend has been eliminated, and the company exited the ink-jet
market, which was a significant cash drain.

In addition to Xerox Corp., the ratings affected are: Xerox
Credit Corp. and Xerox Capital (Europe) plc's rated senior debt.

XO COMMS: Seeks Approval of Forstmann Little Break-Up Fee
As previously reported, XO Communications, Inc. has entered into
an Investment Agreement with Forstmann Little and Telmex which
provides for an $800 million equity investment in exchange for,
among other things, 80% of the common stock of Reorganized XO.
The Investment Agreement is included in the Plan and the related
disclosure statement already filed with the Court.  The Plan is
subject to approval by creditors, other parties in interest and
the Court through the Plan solicitation process.

If the Investment Agreement is terminated, or XO, after
discussions with the Administrative Agent under the Senior
Credit Facility, 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.

Currently, the Investment Agreement remains in full force and
the only firm investment offer evidenced by a definitive
agreement with the Debtor. Recognizing the superior financial
terms of the transactions contemplated by the Investment
Agreement thus far, the Debtor used the Investment Agreement as
a foundation to engage in negotiations with its major creditor
constituencies and received the Senior Lenders' Committee's
agreement to support the Debtor's Plan. The Debtor believes that
consummation of the restructuring envisioned by the Investment
Agreement will enable it to restructure its balance sheet and
rehabilitate its business for the future. The Debtor anticipates
that, with support from the Investors and the Senior Lenders
Committee, it will be able to emerge from chapter 11 protection

Nevertheless, the Debtor will consider alternative proposal for
investment. Because pursuant to the terms of the Investment
Agreement, the Debtor is required to obtain the entry of a final
order confirming the Plan by no later than September 15, 2002,
the Debtor believes there is insufficient time to conduct an
auction process for investment without running the risk of
triggering the Investors' right to terminate the Investment

Interested third-parties are, however, not precluded from making
an offer to compete with the Investment Agreement, the Debtor
notes, given that the terms of the proposed Forstmann Investment
have been public knowledge for many months and the Debtor has
received media attention. Additionally, the Debtor intends to
provide notice of the Motion to all entities known to the Debtor
to have expressed an interest in a potential restructuring of
the Debtor during the past 12 months and any other potential
investors the Debtor and its professionals reasonably believe
could have an interest in investing in the Debtor. The Debtor
indicates that, to the extent a higher or better offer is
received, it obviously will consider such alternative proposal.

To compensate the Investors for their investment of time and
resources in the event that the Debtor were to accept an
alternative Proposal, the Investors demanded, and the Debtor
accepted, that the Investment under the Investment Agreement be
contingent upon the provision of investment protections in the
form of a "Break-up Payment" and "Expense Reimbursements".

Tonny K. Ho of WF&G notes that, any form of investment
protection is intended to encourage a potential investor or
purchaser to, among other things: (a) expend the requisite time,
money and effort to negotiate with a debtor; (b) perform the
necessary due diligence to develop a proposal; and (c) take on
the inherent risks and uncertainties associated in the chapter
11 process.

The Investment Agreement requires that, within three business
days after the Petition Date, the Debtors must seek, and within
45 days after the Petition Date, the Debtors must obtain, the
Court's approval of the Break-Up Payment and Expense
Reimbursement that would be payable to the Investors under the
circumstances set forth in the Investment Agreement.

Thus, the Debtor requests, pursuant to sections 105 and 363 of
the Bankruptcy Code, as supplemented by Bankruptcy Rule 6004,
that the Court approve the Break-Up Payment and Expense
Reimbursement payments to the Investors in accordance with the
applicable provisions of the Investment Agreement.

(A) Break-up Payment.

    The Investment Agreement requires a Break-up Payment in an
    aggregate amount equal to 2% of the implied, pre-money
    enterprise value of the Debtor. Presently, the Debtor
    estimates such value to be approximately $1.43 billion,
    thereby resulting in a potential aggregate Break-up Payment
    of approximately $30 million.

    The Debtor would be obligated to pay that sum to the
    Investors only if the Debtor accepts or enters into an
    agreement with respect to, or the Court approves or orders
    the acceptance of, a Proposal for (i) merger; (ii)
    consolidation; (iii) other business combination; (iv)
    acquisition of 10% or more of the then-outstanding equity
    securities of the Debtor; (v) acquisition of debt or other
    securities convertible into or in exchange for, equity
    securities of the Debtor which would, after giving effect to
    such conversion or exchange, constitute more than 10% of the
    outstanding equity securities of the Debtor; (vi) acquisition
    of debt securities of the Debtor with a principal amount  in
    excess of $100 million; or (vii) Change of Control, to the
    extent provided in the Investment Agreement.

    In sum, the Debtor only makes the Break-up Payment if it has
    secured a higher or otherwise better bid.

    The Investment Agreement requires the Debtor to pay the
    Break-up Payment no later than 3 business days after delivery
    of notice by the applicable party of the termination of the
    Investment Agreement due to the Debtor's entry into, or
    acceptance of, a Proposal. However, after a bankruptcy case
    is commenced, the timing of the payment of the Break-up
    Payment is to be in accordance with the terms of the Order
    approving such Break-up Payment.

(B) Expense Reimbursements.

    The Investment Agreement also requires the Debtor to pay the
    Expense Reimbursements of the Investors promptly following
    receipt by the Company of documentation for reasonable,
    actual, documented, out-of-pocket costs and expenses incurred
    in connection with the Investment Agreement, capped at $14
    million in the aggregate.

    As of the Petition Date, the Debtor has paid the Investors
    approximately $4,699,001.00 as Expense Reimbursements
    pursuant to the Investment Agreement. Therefore, the Debtor
    requests authority to continue the payment of the Expense
    Reimbursements on a going forward basis postpetition for up
    to the balance of the cap, approximately $9,300,999.00 and
    approval of amounts previously paid.

    The Debtor proposes to forward copies of documentation
    relating to the expenses that are to be paid postpetition to
    counsel for Senior Lenders Committee, the office of the U.S.
    Trustee, and counsel for any official creditors' committee
    appointed in these cases in order to afford them with a
    reasonable opportunity to review such documentation.

The Debtor tells the Court that the investment protections are
and continue to be a material inducement for, and a condition
of, the Investors' Investment.

Besides, the Debtors believes that the investment protections
will not discourage third parties from bidding, but instead will
create an environment that encourages bidding. The Debtor tells
the Court it has in fact received and may consider other
proposals; the Investment Agreement does not restrict it in any
way from soliciting or providing information to other
potentially interested investors. The Investors' offer, the
Debtor notes, has become the base for any other offers from
potential investors. Based on the recent interest shown by the
Icahn Group, the Debtor believes one or more other third-parties
exist who will not be dissuaded by the presence of the proposed
Break-Up Payment. In fact, such investors or bidders may be
waiting for the filing of this case, the Debtor suggests, but if
no other bid is received, then the Investment Agreement has
demonstrated the value the marketplace ascribes to the Debtor.

The Debtor believes that the amounts are reasonable in light of:
(a) the expenditure of time and effort by the Investors to
perform due diligence and develop the Investment Agreement; (b)
the risk to the Investors that a third-party offer ultimately
may be accepted; (c) the support of the Investment Agreement by
the Debtor's major creditor constituency - the Senior Lenders
Committee, whose recovery is at greatest risk if the Investors
withdraw at this critical time.

The proposed Break-up Payment is set at 2% of the implied, pre-
money enterprise value of the Debtor (with 1% paid to each
Investor). Tonny K. Ho of WF&G notes that, if compared to the
proposed transaction price, $800 million, the Break-Up Payment
represents 3.75% of the purchase price. This amount is within
the range of break-up payments that are typically awarded,
albeit at the higher end. Mr. Ho also points out that the
Delaware bankruptcy court has awarded a break-up fee as high as
7.24%. See In re Paging Network, Inc., Case No. 00-3098 (GMS)
(Bankr. D. Del. 2000). As for the Expense Reimbursement, the $14
million cap is a reasonable amount that enables the Debtor to
know with certainty what the limit of their exposure is for the
Investors' expenses, Mr. Ho remarks.

Mr. Ho also submits that the terms of the Investment Agreement
were actively negotiated in good faith and at arms'-length, with
all parties represented by experienced counsel and financial

In sum, the Debtor believes that its ability to offer the
investment protections to the Investors helps to ensure that the
Investors do not walk away from the transaction, and approval of
the Break-up Payment and Expense Reimbursement is in the best
interest of its estate and creditors and should be granted by
the Court.

Judge Gonzalez will conduct a hearing on this motion on July 12,
2002 at 10:00 a.m.  The deadline for Objections, if any, is
July 9, 2002. (XO Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

YUM! BRANDS: S&P Assigns BB Rating to $1.4B Sr. Unsec. Bank Loan
Standard & Poor's assigned its double-'B' rating to quick-
service restaurant operator Yum! Brands Inc.'s $1.4 billion
senior unsecured credit facility that matures in June 2005.

At the same time, Standard & Poor's affirmed its double-'B'
corporate credit rating on the company. The credit facility
replaced the company's existing facility that would have matured
in October 2002. The outlook is positive. The Louisville,
Kentucky-based company had $2.125 billion in funded debt
outstanding as of March 23, 2002.

"The rating on Yum! Brands reflects the risks associated with
operating in the intensely competitive quick-service segment of
the restaurant industry, the complexity of operating multiple
brands, and the unique competitive issues with each of the
company's brands," said Standard & Poor's analyst Diane Shand.
These weaknesses are partially offset by the leading market
positions held by its three core brands and by Yum! Brands'
significant progress in cutting costs and improving store

Yum! Brands is the world's largest quick-service restaurant
business in terms of units, with almost 34,000 stores. In terms
of sales, Yum! Brands is the second-largest restaurant company
in the world. The company owns, operates, and franchises the
KFC, Pizza Hut, and Taco Bell brands, and recently purchased
Yorkshire Global Restaurants, the parent company of Long John
Silvers and A&W. The acquisition is part of Yum! Brands' multi-
branding strategy.

Yum! Brands' credit profile has improved during the past four
years. Still, the company needs to sustain operating
improvements at Taco Bell while maintaining positive momentum at
Pizza Hut, KFC, and in its international markets. This could be
difficult given the formidable competition in the quick-service
sector of the restaurant industry. Demonstration of an ability
to maintain positive momentum in same-store sales and to develop
its store base could lead to a higher rating.

* Ethan Feffer Joins Pillsbury Winthrop's Orange County Office
Pillsbury Winthrop LLP is pleased to announce that corporate
securities attorney Ethan Feffer has joined the firm's Orange
County office as a partner. Prior to his new appointment, Feffer
was a partner at Brobeck, Phleger & Harrison where he worked
since 1996. He began his career as an associate with Pillsbury,
Madison & Sutro in 1992, the firm that went on to become
Pillsbury Winthrop through a merger in 2000.

Feffer brings significant experience with his corporate
practice, which emphasizes public offerings, venture capital
financings, mergers and acquisitions, and domestic and
international strategic alliances. He represents public and
private companies and investors in a variety of industries,
including financial services, semiconductors, life sciences and
software. He has completed more than $5 billion in financings
and mergers and acquisitions for clients that include Bank of
America, Wells Fargo Bank, US Bancorp Piper Jaffray, Baxter
International, Conexant Systems and others.

"Late stage startups, middle market businesses, and a growing
number of public companies in the technology and finance
industries have a significant presence in Orange County. Ethan's
broad base of experience is exactly what our clients will
appreciate," says Craig Barbarosh, managing partner of the
firm's Costa Mesa office. Orange County is made up of 34 cities
including Costa Mesa. In 1999, taxable sales were $40.4 billion.
The population is 2,925,741 and is expected to climb to
3,031,440 in the next three years according to the Center for
Demographic Research in 2001.

Feffer received his law degree from the University of
California, Hastings College of Law, and B.A. from the
University of California at Berkeley. He also pursued Russian
study at Leningrad State University in the former USSR.

"It's great to return and find the firm larger and stronger than
ever. Over the years I've kept in touch with my colleagues here
whom I respect and admire greatly. Becoming part of their team
again was a major factor in my returning to Pillsbury Winthrop,"
says Feffer.

Pillsbury Winthrop's Orange County office handles a broad array
of services including corporate securities, business litigation,
bankruptcy and creditor's rights, intellectual property,
employment and labor law, real estate and land use development.
The firm's corporate and finance practice represents companies,
their directors, officers and investors, in all matters affected
by federal and state corporate, securities and banking laws.
This includes public and private offerings of equity and debt,
mergers and acquisitions, leveraged buyouts, tender offers,
proxy contests, strategic alliances, and hostile takeovers.

Pillsbury Winthrop is an international law firm with core
practice areas in litigation, technology, energy, capital
markets and finance. The firm has 15 offices worldwide and
nearly 800 attorneys.

* FTI Consulting Appoints Barry Kaufman as VP Operations
FTI Consulting, Inc. (NYSE: FCN), the premier national provider
of strategic and litigation-related consulting services,
announced that Barry Kaufman has joined the firm in the newly
created position of vice president of operations. He will have
an initial focus on the litigation practices, expanding the
company's recently announced new practice areas, devising
strategies to sell services across business segments, and
evaluating new business opportunities that complement FTI's
existing practices. Barry will work with Stewart Kahn, FTI's
president and chief operating officer.

Prior to joining FTI, Barry was a partner in Andersen's Business
Consulting practice, where he led the Washington, D.C.-based
organizational strategy and enterprise technology group that
served the government market. There he was responsible for
helping government agencies achieve policy and performance goals
mandated by Congress, executive branch, state legislatures and
citizen commissions. Since early 2002, he also served as the
risk management practice director for complex engagements for
clients in the telecommunications, consumer products, technology
and entertainment industries, and was a member of the National
Business Consulting quality assurance program.

Previously, Barry served as a director with Kahn Consulting
Inc., which was acquired by FTI in 1998, where his
responsibilities included litigation consulting, corporate
restructuring and corporate recovery services for clients
involved in the oil and gas, engineering and construction, and
retail industries. Before that, he was chief operating officer
of one of ABB Inc.'s, the U.S. subsidiary of ABB Ltd., oil and
gas operating groups, responsible for North and South America,
as well as managing director of Europe, Middle East, and Africa
operations. Prior to serving in that operational capacity, he
was the chief financial officer and chief information officer of
another of ABB's worldwide operations.

Barry received his undergraduate degree from the University of
Michigan, Ann Arbor, Mich., and his MBA from Hanover, N.H.-based
Dartmouth's Tuck School of Business. He is a certified public
accountant in Maryland, and will be located in FTI's Annapolis
corporate office.

Stewart Kahn said, "Barry and I worked together previously and I
am delighted that he has decided to work with me again. He gives
FTI a wealth of experience in developing existing and new
practice areas, as well as someone who will work with our
current management team to enhance our strategic position and
strengthen our operations."

Commenting on his decision to join FTI, Barry said, "My
operating experience should complement the existing FTI
management team as we continue to expand both our current
business and evaluate new opportunities."

FTI Consulting is a multi-disciplined consulting firm with
leading practices in the areas of bankruptcy and financial
restructuring, litigation consulting and engineering/scientific
investigation. Modern corporations, as well as those who advise
and invest in them, face growing challenges on every front. From
a proliferation of "bet-the-company" litigation to increasingly
complicated relationships with lenders and investors in an ever-
changing global economy, U.S. companies are turning more and
more to outside experts and consultants to meet these complex
issues. FTI is dedicated to helping corporations, their
advisors, lawyers, lenders and investors meet these challenges
by providing a broad array of the highest quality professional
practices from a single source.

* Michael E. Horowitz Joins Cadwalader as Litigation Partner
Michael E. Horowitz, a former Deputy Assistant Attorney General
and Chief of Staff in the Criminal Division of the U.S.
Department of Justice, will join Cadwalader, Wickersham & Taft
as a partner in its Litigation Department, resident in the
Washington, DC office, effective September 1, 2002.

Mr. Horowitz will provide counseling and representation on all
aspects of criminal and regulatory matters including complex
civil litigation, internal investigations, securities and
insurance related matters and white collar criminal matters.

"Mike is an excellent addition both to our DC office and our
litigation practice," said Robert O. Link, Jr., Cadwalader's
Managing Partner. "He is an intelligent and talented lawyer; his
considerable experience and perspective will add depth to the
firm's already strong litigation practice."

"Mike's expertise in complex civil litigation will further
enhance our existing securities, corporate governance, M&A and
insurance related litigation," said Dennis J. Block, Chairman of
Cadwalader's Litigation Department.

"Mike is an outstanding lawyer, highly regarded throughout the
Department of Justice. He will bring great strength to our
already strong Business Fraud and Complex Litigation practice
that includes former senior prosecutors from all of the critical
district courts in New York and Washington," said Raymond
Banoun, Managing Partner of Cadwalader's Washington DC office.

Mr. Horowitz stated, "I very much look forward to collaborating
with Dennis Block, whose litigation expertise and knowledge is
renowned, as well as the partners within the Business Fraud and
Complex Litigation practice, Ray Banoun, Jonathan Polkes and Jim
Robinson, the former Assistant Attorney General for the Criminal
Division of the Justice Department, for whom I previously served
as Deputy and Chief of Staff."

Cadwalader's Litigation Department includes a business fraud and
complex litigation practice with substantial experience
representing clients in all phases of criminal and government
agency enforcement matters, internal investigations and
litigation. Litigators represent corporations, financial
institutions, investment firms and individuals in all aspects of
criminal investigations both pre-and post-indictment and related
civil and administrative litigation, as well as in complex civil
litigation, including class, shareholders, whistleblower and
RICO actions. In the international arena, Cadwalader has
assisted financial institutions in internal investigations of US
and foreign trust and corporate business especially with respect
to accounting issues, the anti-money laundering laws, the
foreign corrupt practices act and economic sanctions legislation
and has drafted related policies and procedures. It has
represented parties in matters involving foreign secrecy and
confidentiality laws, and mutual assistance requests, often
serving as United States counsel and as advisors to attorneys in
foreign countries.

Mr. Horowitz became Deputy Assistant Attorney General in 1999
and was appointed as Chief of Staff in 2000. While serving as
Chief of Staff, Mr. Horowitz provided invaluable assistance in
the transition of leadership from Attorney General Reno to
Attorney General Ashcroft while also overseeing many national
and international cases handled throughout the United States. He
was appointed by Attorney General Ashcroft to serve as the
Department's ex-officio member of the United States Sentencing
Commission, where he helped draft the current sentencing
guidelines for fraud and money laundering offenses. He continues
to serve on an Advisory Group that is reviewing the
effectiveness of the Guidelines that apply when crimes are
committed by organizations.

From 1991 through 1999 Mr. Horowitz was Assistant United States
Attorney in the Southern District of New York, where he served
as Deputy Chief of the Criminal Division and Chief of the Public
Corruption Unit. He successfully prosecuted and supervised a
variety of sophisticated white collar criminal matters involving
securities fraud, health care fraud, violations of the Foreign
Corrupt Practices Act, environmental crime, money laundering,
and tax evasion. In those capacities, he worked closely with
almost every federal law enforcement and regulatory agency. His
work on a complex five-year corruption investigation earned him
the Attorney General's Distinguished Service Award.

Prior to joining the Justice Department, Mr. Horowitz was an
associate at Debovoise & Plimpton in New York and a law clerk to
the Honorable John G. Davies, U.S. District Judge for the
Central District of California. Mr. Horowitz holds a B.A., summa
cum laude, from Brandeis University, where he was elected to Phi
Beta Kappa, and a J.D., magna cum laude, from Harvard Law
School, where he was Executive Editor of the Harvard Civil
Rights-Civil Liberties Law Review. He is licensed to practice
law in New York State, the U.S. District Courts for the Southern
District of New York and the District of Columbia, and the U.S.
Court of Appeals for the Second Circuit.

Cadwalader, Wickersham & Taft, established in 1792, is one of
the world's leading international law firms, with offices in New
York, Charlotte, Washington and London. Cadwalader serves a
diverse client base, including many of the world's top financial
institutions, undertaking business in more than 50 countries in
six continents. The firm offers legal expertise in
securitization, structured finance, mergers and acquisitions,
corporate finance, real estate, environmental, insolvency,
litigation, health care, global public affairs, banking, project
finance, insurance and reinsurance, tax, and private client
matters. More information about Cadwalader can be found at

* Meetings, Conferences and Seminars

July 11-14, 2002
       Northeast Bankruptcy Conference
          Ocean Edge Resort, Cape Cod, MA
             Contact: 1-703-739-0800 or

July 12-17, 2002
       108th Annual Convention
          Grand Summit Hotel, Park City, Utah
             Contact: 312-781-2000 or or

July 17-19, 2002
       Bankruptcy Taxation Conference
          Snow King Resort, Jackson Hole, WY
             Contact: (541) 858-1665 Fax (541) 858-9187 or

August 7-10, 2002
       Southeast Bankruptcy Conference
          Kiawah Island Resort, Kiawaha Island, SC
             Contact: 1-703-739-0800 or

September 19 - 20, 2002
           Accounting and Financial Reporting
                Marriott East Side New York, New York
                     Contact: 1-888-224-2480 or 1-877-927-1563 or

September 19 - 20, 2002
           Securities Enforcement and Litigation
               The Russian Tea Room Conference Facility, New York
                   Contact: 1-888-224-2480 or 1-877-927-1563 or

September 24 - 25, 2002
           OTC Derivatives
                Marriott East Side New York, New York
                     Contact: 1-888-224-2480 or 1-877-927-1563 or

September 26-27, 2002
           Corporate Mergers and Acquisitions
                Marriott Marquis, New York
                     Contact: 1-800-CLE-NEWS

September 30 - October 1, 2002
           Outsourcing in the Consumer Lending Industry
                The Hotel Nikko, San Francisco
                     Contact: 1-888-224-2480 or 1-877-927-1563 or

October 9-11, 2002
       Annual Regional Conference
          Beijing, China
             Contact: or

October 24-28, 2002
       Annual Conference
          The Broadmoor, Colorado Springs, Colorado
             Contact: 312-822-9700 or

November 21-24, 2002
       82nd Annual New York Conference
          Sheraton Hotel, New York City, New York
             Contact: 312-781-2000 or or

December 2-3, 2002
           Distressed Investing 2002
                The Plaza Hotel, New York City, New York
                     Contact: 1-800-726-2524 or fax 903-592-5168

December 5-8, 2002
       Winter Leadership Conference
          The Westin, La Paloma, Tucson, Arizona
             Contact: 1-703-739-0800 or

April 10-13, 2003
       Annual Spring Meeting
          Grand Hyatt, Washington, D.C.
             Contact: 1-703-739-0800 or

May 1-3, 2003 (Tentative)
       Chapter 11 Business Organizations
          New Orleans
             Contact: 1-800-CLE-NEWS or

May 8-10, 2003 (Tentative)
       Fundamentals of Bankruptcy Law
             Contact: 1-800-CLE-NEWS or

July 10-12, 2003
       Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
          Securities, and Bankruptcy
             Eldorado Hotel, Santa Fe, New Mexico
                Contact: 1-800-CLE-NEWS or

December 3-7, 2003
       Winter Leadership Conference
          La Quinta, La Quinta, California
             Contact: 1-703-739-0800 or

April 15-18, 2004
       Annual Spring Meeting
          J.W. Marriott, Washington, D.C.
             Contact: 1-703-739-0800 or

December 2-4, 2004
       Winter Leadership Conference
          Marriott's Camelback Inn, Scottsdale, AZ
             Contact: 1-703-739-0800 or

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


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

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

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

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

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


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

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

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

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

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

                      *** End of Transmission ***