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/raid1/www/Hosts/bankrupt/TCR_Public/020710.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 10, 2002, Vol. 6, No. 135 Headlines ACT MANUFACTURING: Court Approves Lee & Li as Taiwan Counsel ADELPHIA BUSINESS: Completing Penn. Telecom Contract by Year-End ADELPHIA COMMS: Gets OK to Pay Prepetition Customer Obligations AIR CANADA: Converts Tech. Services Div. into Wholly-Owned Unit AIRGATE PCS: Net New Subscribers for Q3 2002 Reaches 26,079 AIRTRAN AIRWAYS: Does Not Apply for Federal Loan Guarantees ALARIS MEDICAL: CEO & CFO Volunteer to Certify Financial Reports AMERICAN SAFETY: S&P Ups Corporate Credit Rating to B- from CCC APPLIED EXTRUSION: S&P Places B+ Corp Rating on Watch Developing ATCHISON CASTING: Secures Forbearance Pact Extension to July 31 CBA MORTGAGE: Fitch Affirms B Rating on $27MM Class F P-T Certs. CANADIAN IMPERIAL: Raises $2.7MM in Closing of Private Placement CAPITAL ENVIRONMENTAL: Will File Form 20-F with SEC Late CARBIDE/GRAPHITE: Fails to Reach Sale Pact with Sun & Bank Group CARIBBEAN PETROLEUM: Files Joint Plan and Discl. Statement in DE CELLSTAR CORP: Second Quarter 2002 Net Loss Tops $6 Million CHART INDUSTRIES: Will Conduct Investor Conference Call Today CLARION TECHNOLOGIES: Signs-Up BDO Seidman as New Auditors COMDIAL CORP: Nickolas A. Branica Discloses 47% Equity Stake COVANTA ENERGY: Court Okays Arnold & Porter as Panel's Attorneys CYGNIFI DERIVATIVES: July 17 Disclosure Statement Hearing Set DECORATIVE SURFACES: Panel Turns to Parente for Financial Advice ECHOSTAR COMMS: Wins Second Patent Infringement Suit vs. Gemstar ENRON CORP: Court Approves Uniform Natural Gas Handling Protocol ENRON CORP: Court Nixes Requests for Separate ENA Committee ETOYS INC: Court to Consider Plan of Liquidation on September 27 GLOBAL CROSSING: Gets Nod to Hire Christensen as Calif. Counsel GLOBAL CROSSING: Reports 400% Increase in IP Data Traffic GLOBAL CROSSING: Surpasses May 2002 Operating Plan Targets ICG COMMS: Seeks Approval of Settlement with Sun Microsystems IT GROUP: Committee Balks At Vacation Benefit Payments IMMUNE RESPONSE: Intends to Transfer Listing to Nasdaq SmallCap INACOM CORP: Gets Nod to Bring-In Hahn Loeser as Special Counsel INDUSTRIAL RUBBER: Closes Series of Four Financing Arrangements INNOVATIVE GAMING: Appoints Laus Abdo as New CEO and Director INTEGRATED HEALTH: Enters Settlement Re Semelberger Facilities KAISER ALUMINUM: Seeks Okay to Hire Feinberg as Special Counsel KAISER ALUMINUM: Peter Bunin to Lead Flat-Rolled Products Unit KATHERINE HILL: Files for Receivership in Canada LTV CORP: Travelers Casualty Want to File Late Proofs of Claim LARAMIDE RESOURCES: Completes Debt Restructuring Transaction LEGACY HOTELS: Will Release Second Quarter Earnings on July 18 LODGIAN INC: Balks At CCA's Attempt to Terminate Exclusivity LOG ON AMERICA: Plans to File for Chapter 11 Protection in Del. MEASUREMENT SPECIALTIES: Forbearance Pact Extended Until Nov. 1 METALS USA: Court Extends DIP Financing Investigation Period MPOWER HOLDING: Gets Court Approval to Retain Deloitte & Touche MURRAY INCOME: Files Certificate of Dissolution in Texas NEXTEL PARTNERS: Sets Q2 Results Conference Call for July 25 ORBITAL IMAGING: Wants to Stretch Plan Filing Time thru Dec. 1 OWENS CORNING: Secures Approval of Indian Unit's Restructuring POLAROID: Retirees' Committee Allowed to Pursue Insurance Claims PRINTERA: Arranges Bridge Loan to Pay Overdue Suppliers' Claims PROVELL INC: Committee Seeks OK of Lowenstein Sandler Engagement SIGNATURE EYEWEAR: Bank Forbearance Pact Extended Until Nov. 8 SOLECTRON CORP: Offers to Re-Purchase $1.5BB of 2-3/4% LYONs SOVRAN SELF: Fitch Rates $70MM Preferred Shares Offering at BB+ STATIONS HOLDING: Court Okays McGladrey & Pullen as Accountants SWAN TRANSPORTATION: Nickens Lawless Engagement Continues TRI-UNION: Reaches Pact to Satisfy Sr. Notes' Interest Payment UAL CORP: Will Publish Q2 Financial Results on July 19, 2002 U.S. INDUSTRIES: Relocates Headquarters to West Palm Beach, FL USG CORP: Court Approves Wollmuth Engagement as N.J. Counsel UNITED AIRLINES: Revenue Passenger Miles Fall 13.7% in June VENTURE HOLDINGS: S&P Raises Rating on $125M Senior Notes to CC W.R. GRACE: Mar. 31, 2003 Asbestos Property Claim Bar Date Fixed WARNACO: Seeking Open-Ended Lease Decision Period Extension WILLIAMS COMMUNICATIONS: All Proofs of Claim Due Today WORLDCOM INC: Files Revised Financial Statement With SEC XO COMMUNICATIONS: Court Fixes July 22, 2002 Claims Bar Date * Harvey Miller Joins Greenhill & Co. as Managing Director * O'Melveny & Myers LLP D.C. Office Will Move to New Office * PricewaterhouseCoopers Signs-Up 361 New Partners Globally * Meetings, Conferences and Seminars ********* ACT MANUFACTURING: Court Approves Lee & Li as Taiwan Counsel ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Massachusetts approved the motion of Act Manufacturing, Inc., to engage the law firm of Lee & Li as special counsel. The Debtors retained Lee & Li for the special purpose of representing them in matters related to responding to various creditor inquiries directed at a branch office the Company maintains in Taiwan. The Taiwan Branch is used as an international purchasing office to procure goods and materials from East Asia which are then shipped to domestic facilities to manufacture into finished goods. The Debtors seek to retain Lee & Li to answer creditor inquiries directed to the Taiwan Branch. Additionally, Lee & Li will ensure that the Taiwan Branch, as a branch of a United States bankrupt company, complies with specific provisions of Taiwanese corporate and insolvency law. The Debtors will pay Lee & Li's fees, subject to a $10,000 cap, at the Firm's customary hourly rates: Partners/Principals NT$8,000 - NT$12,000 approx.: $238 - $357 Associates NT$2,100 - NT$6,500 approx.: $63 - 194 Staff/Paraprofessionals NT$900 - NT$1,500 approx.: $27 - $45 Act Manufacturing, Inc., is a global provider of value-added electronic manufacturing services to original equipment manufacturers in the networking and telecommunications, high-end computer and industrial and medical equipment markets. The Debtors filed for chapter 11 protection on December 21, 2001. Richard E. Mikels, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo represents the Debtors in their restructuring efforts. When the Company filed for protection from its creditors, it listed $374,160,000 in total assets and $231,214,000 in total debts. ADELPHIA BUSINESS: Completing Penn. Telecom Contract by Year-End ---------------------------------------------------------------- Adelphia Business Solutions, Inc. (OTC: ABIZQ), announced that the consortium it leads has completed more than 80 percent of the transitions under its pioneering telecommunications contract with the Commonwealth of Pennsylvania. The contract covers the provision of telecommunications services for state agencies under the Governor's jurisdiction, including state offices located across Pennsylvania. Beyond the transition to the new Keystone Communications network, the contract calls for the consortium to provide services through 2006. All of the transition work --- including state-of-the-art voice, video, Internet and data services --- is expected to be completed by the end of 2002. When the project is completed, ABS and its partners will have built a network of 5,000 fiber-optic miles in Pennsylvania. "As one of the nation's largest telecommunications customers, and a global leader in technology and online government services, the Commonwealth needed a partner that could meet the state's demanding requirements," said Ed Gallagher, ABS regional vice president. "By surpassing the 80 percent completion mark, the ABS-led consortium continues to meet and to exceed those requirements, while promoting choice and competition. "We thank the Commonwealth and its people for their confidence in our ability to deliver on this contract. We are honored to be a part of this historic partnership." "Our Keystone Communications project with Adelphia Business Solutions is not only giving state agencies access to the latest telecommunications services at very competitive prices, but it's structured in a way that it's pushing these services out to Pennsylvania communities, as well," said Charles Gerhards, the state's chief information officer. "Across the state, this project is promoting broader telecommunications competition, and that benefits all Pennsylvanians with more service and pricing options." ABS leads 13 deep-rooted Pennsylvania companies providing high- bandwidth voice, data, Internet and video networking to state government, including state agencies and the State System of Higher Education. The plan also extends the state-based telecommunications infrastructure to communities across the state, with an emphasis on under-served rural and urban areas. Founded in 1991, ABS is one of the nation's longest-standing competitive local exchange carriers providing integrated communications solutions including local and long-distance voice, high-speed data and Internet services via a facilities- based fiber optic network to businesses in 52 markets throughout the United States. For more information, visit the company's Web site at http://www.adelphia-abs.com ADELPHIA COMMS: Gets OK to Pay Prepetition Customer Obligations --------------------------------------------------------------- Addelphia Communications and its debtor-affiliates sought and obtained authorization, at their discretion, to honor existing obligations arising from the Customer Programs and to continue its Customer Programs going forward. While it is not possible to estimate with certainty the cost of maintaining the Customer Programs, the ACOM Debtors believe that most of the prepetition obligations related to such programs will be satisfied through credits, discounted rates to customers or the provision of limited, free services rather than out-of-pocket expenditures. Randall D. Fisher, the ACOM Debtors' General Counsel and Vice President, relates that as the continued success of the ACOM Debtors' businesses requires high levels of customer satisfaction, the Debtors have developed and implemented initiatives and incentives that are tailored to attract new subscribers; retain existing subscribers; and upgrade existing subscribers. Due to the nature and variety of the Customer Programs, the ACOM Debtors continually have accrued but unsatisfied obligations in connection with the Customer Programs. The ACOM Debtors' marketing and promotional efforts are largely focused on the maintenance and growth of their cable businesses. Such offers and promotions can generally be divided into three categories -- those intended to attract new subscribers , retain existing subscribers, and upgrade the services provided to existing subscribers. A. Non-Subscriber Offers: To attract new subscribers, the Debtors offer various promotions, which are advertised through direct mail campaigns, local and regional newspapers, tele-marketing and radio spots. The nature and extent of the New Customer Programs vary from month to month and region to region. Although many of the New Customer Programs are regional in nature, certain of the Debtors' offers are national in scope. The Debtors estimate that as many as 31,000 new subscribers sign up for service each week, many of which are as a result of the New Customer Programs. B. Upgrade Offers: For existing subscribers, the Debtors offer discounts and packages to encourage subscribers to upgrade their service; upgrade their technology from analog to digital; and subscribe to additional, non-cable services offered by the Debtors through value-added, "bundled" service packages that include long distance, security system and/or cellular service. C. Retention of Current Customers: To maintain their current subscriber base, the Debtors offer certain services, promotions and programs, which discourage subscribers from terminating service. Retention Programs are largely offered by Call-Center representatives to dissatisfied customers and customers who call to terminate their service. The Debtors also maintain a relocation program to retain customers, pursuant to which a subscriber who calls to terminate service due to an upcoming move is offered free installation at his new address as an incentive to continue to use the Debtors' services. Pursuant to the Debtors' "Adelphia Awards" Retention Program, certain customers are rewarded points for each type of service purchased from the Debtors, which can be redeemed for merchandise or other prizes. In June 2002, the Adelphia Awards program was terminated. However, the Debtors will continue to award subscribers with merchandise and other prizes until subscribers' points are redeemed. The Debtors estimate that, in the aggregate, approximately $420,000 of merchandise and other prize obligations are outstanding pursuant to the Adelphia Awards program. D. Other Customer Programs: In the ordinary course of their business, the Debtors, among other things refund customer deposits for equipment provided to the Debtors' customers; provide refunds and credits to certain customers; and sponsor and contribute to local charities and events to engender the goodwill of their subscriber base. In certain situations, subscribers are required to pay initial deposits for equipment installed in their home, such as the cable boxes, remote controls and cable modems. Typically, the Debtors refund the customer deposits via check when a customer terminates service and returns such equipment. As of the Petition Date, approximately $4,300,000 in customer deposits were held by the Debtors. Although such policies vary by region, generally, Call-Center representatives have the authority to issue credits and/or refunds to customers to rectify account discrepancies; issue refunds on account of prepayments or overpayments when a customer terminates service; and issue credits for service complaints, damages or in connection with time guarantees. Based on historical averages, the Debtors' estimate that the amount of credits and refunds issued on a monthly basis is approximately $1,400,000 and $750,000, respectively. To engender goodwill and promote the Debtors' businesses in certain communities, the Debtors occasionally sponsor local charitable and community events. Typically, each Charity obligates the Debtors to payments that range on average from $1,000 up to $25,000 per event. Historically, the approximate aggregate annual cost of such obligations is approximately $4,100,000. Shelley C. Chapman, Esq., at Willkie Farr & Gallagher in New York, New York, contends that continuing the Customer Programs is crucial to the future of the Debtors' businesses. The success and viability of the Debtors' businesses and their ability to reorganize are dependent upon the Debtors' ability to attract, upgrade and retain their customers. Each set of programs -- the New Customer Programs, the Upgrade Programs, the Retention Programs and the Other Customer Programs -- is designed to help the Debtors accomplish these goals. "On the whole, the Customer Programs are an integral and fundamental part of how the Debtors operate their businesses," Ms. Chapman continues. "The relief sought by this motion is required because any delay in honoring the Customer Programs may severely and irreparably impair the Debtors' customer relations at a time when customer loyalty and patronage is extremely critical. The continuation of the Customer Programs is necessary to help the Debtors preserve the Debtors' going- concern value. In the highly competitive marketplace in which the Debtors operate, failure to honor the Customer Programs, for even a brief period of time, will jeopardize the Debtors' efforts to reorganize successfully and rehabilitate their businesses." (Adelphia Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service, Inc., 609/392-0900) Adelphia Communications' 10.875% bonds due 2010 (ADEL10USR1) are quoted at a price of 38.625, DebtTraders reports. See http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL10USR1 for real-time bond pricing. AIR CANADA: Converts Tech. Services Div. into Wholly-Owned Unit --------------------------------------------------------------- Air Canada has created a separate company for its Air Canada Technical Services Division to facilitate its transition as a separate profit center. This initiative will allow Air Canada to improve efficiencies through increased scale and grow the business while maintaining a safe and reliable maintenance, repair and overhaul operation for airline customers worldwide. "Air Canada Technical Services has become a separate corporate entity, consistent with our strategy to create new profit centres within the Corporation to illuminate shareholder value and increase the focus on certain ancillary profitable operations of the Corporation," said Calin Rovinescu, Executive Vice President, Corporate Development and Strategy. "With this objective in mind, we are currently developing the business model to allow for a transfer of assets planned by the end of 2002. At this stage, no decision has been made with respect to the sale of any part in Air Canada Technical Services." "The mandate of Air Canada Technical Services is to fully develop its potential and realize its true value as an international leader in providing maintenance repair and overhaul services not only to Air Canada but also to other airlines around the world," said Robin Wohnsigl, President, Air Canada Technical Services. "The positioning of Air Canada Technical Services as a stand alone MRO business provides the focus required to create a company that can compete for its portion of the global aviation maintenance business estimated to represent USD $40 billion in annual revenues." Air Canada Technical Services experienced 12 per cent growth 2000-2001 and plans to significantly increase its third party work over the next three years. Revenue from third party work represented more than CAD $200 million in 2001 and currently represents approximately 25 per cent of its activities, in addition to work performed for Air Canada. Air Canada Technical Services currently supplies services to more than 60 airlines around the world. Growth will be pursued through direct sales as well as joint ventures with other companies. Two recent agreements for third party work include components and heavy maintenance for Atlantic Coast Airlines and engine repair for Lufthansa German Airlines, together valued at more than USD $200 million over the next five years. In addition, Air Canada Technical Services will continue to exploit business opportunities such as Aeroxchange for e- procurement, and joint ventures including AirLiance for surplus materials management and ACETEK Composites for parts repair. Using its expertise developed in Canadair Regional Jet maintenance, Air Canada Technical Services has expanded into the CF34 Regional Jet engine maintenance business at its Montreal facilities. In addition, heavy maintenance facilities in Calgary, previously owned by the airline's regional subsidiary, Air Canada Jazz, were acquired to complement its other facilities located coast to coast. Air Canada has made significant investments in its technical services operations over the years. Most recently, to consolidate the competitive leadership position of Air Canada Technical Services, investments of CAD $20 million were made for for a fixed wide body heavy maintenance docking station in addition to over CAD $10 million in improvements to aircraft component and engine maintenance facilities, both at its Montreal maintenance base. Air Canada Technical Services has also invested in SINEX, a state-of-the-art automated aircraft heavy maintenance system for check planning and management. Air Canada Technical Services provides maintenance, engineering, repair, supply and purchasing to support Air Canada's mainline fleet of more than 220 aircraft, as well as other airline customers, in five maintenance categories: airframes, engines, components, line and aircraft cabins. It also provides material and supply chain management services to the airline industry. Air Canada Technical Services employs approximately 8000 staff in Canada, the U.S. and Europe, with six major maintenance base centers located across Canada: in Halifax, Montreal, Toronto, Winnipeg, Calgary and Vancouver. * * * As reported in the December 4, 2001, edition of Troubled Company Reporter, Standard & Poor's downgraded its senior unsecured debt rating for Air Canada to 'B' from 'B+', reflecting reduced asset protection for unsecured creditors and application of revised criteria for "notching" down of such debt ratings based on the proportion of secured debt in a company's capital structure. According to the report, the rating actions did not indicate a changed estimate of default risk, but rather poorer prospects for recovery on senior unsecured obligations if the affected airline were to become insolvent. AIRGATE PCS: Net New Subscribers for Q3 2002 Reaches 26,079 ----------------------------------------------------------- AirGate PCS, Inc., (Nasdaq/NM: PCSA), a Sprint PCS Network Partner, announced net subscriber additions for the third fiscal quarter ending June 30, 2002 were 26,079, expanding the Company's total subscriber base to 532,446 subscribers. These results are within AirGate's revised guidance of 22,000 to 27,000 new subscribers for the third fiscal quarter as announced on June 5, 2002. The Midwest region, formerly the iPCS territory, contributed approximately 14,675 of the net new additions and finished the third fiscal quarter with 195,143 ending subscribers. Net additions and ending subscribers excludes a reserve for 2,461 subscribers not expected to pay, which was calculated using exactly the same methodology and process as the prior quarter. The total number of 197,604 subscribers exceeds the June 2002 minimum subscriber covenant under the iPCS senior credit facility of 191,500 subscribers by more than 6,000 subscribers. The Company also disclosed that churn for the third fiscal quarter was 3.2%, an increase from the 3.0% churn experienced in the prior quarter ended March 31, 2002. This increase was primarily due to higher churn for the month of June. AirGate expects to announce full financial and operating results for the third fiscal quarter ended June 30, 2002 on or about August 5, 2002. AirGate PCS, Inc., including its subsidiaries, is the Sprint PCS Network Partner with the exclusive right to sell wireless mobility communications network products and services under the Sprint brand in territories within seven states located in the southeastern and mid-western United States. The territories include over 14.6 million residents in key markets such as Grand Rapids, Michigan; Charleston, Columbia, and Greenville- Spartanburg, South Carolina; Augusta and Savannah, Georgia; Champaign-Urbana and Springfield, Illinois; and the Quad Cities areas of Illinois and Iowa. AirGate PCS is among the largest Sprint PCS Network Partners. As a Sprint PCS Network Partner, AirGate PCS operates its own local portion of Sprint's PCS network to exclusively provide 100% digital, 100% PCS products and services under the Sprint name in its territories. Sprint operates the nation's largest all-digital, all-PCS wireless network, already serving the majority of the nation's metropolitan areas including more than 4,000 cities and communities across the country. Sprint has licensed PCS coverage of more than 280 million people in all 50 states, Puerto Rico and the U.S. Virgin Islands. Sprint plans to launch its 3G network nationwide this summer and expects to deliver faster speeds and advanced applications on Sprint PCS 3G Phones and devices. For more information on products and services, visit www.sprint.com/mr. Sprint PCS is a wholly-owned tracking group of Sprint Corporation trading on the NYSE under the symbol "PCS." Sprint is a global communications company with more than 80,000 employees worldwide and $26 billion in annual revenues and is widely recognized for developing, engineering and deploying state-of-the art network technologies. As previously reported, Standard & Poor's has placed AirGate PCS' B- rating on CreditWatch Negative due to possible loan covenant amendment. At March 31, 2002, the company recorded a working capital deficit of about $29 million. AIRTRAN AIRWAYS: Does Not Apply for Federal Loan Guarantees ----------------------------------------------------------- AirTran Airways, a subsidiary of AirTran Holdings, Inc., (NYSE:AAI), announced that it did not apply for federal loan guarantees offered by the Air Transportation Stabilization Board following the September 11th terrorist attacks. The deadline for applying for the federal loan guarantees was June 28, 2002. "AirTran Airways' strong business model has proven itself through these tough times and we have achieved growth through network diversification," said Joe Leonard, AirTran Airways' chairman and chief executive officer. "We have strategically filled the air carrier void by adding service in six new cities and 23 new routes since September 11th, including Baltimore/Washington, Milwaukee, Pensacola, Rochester, Tallahassee, and Wichita," stated Leonard. AirTran Airways provides affordable air travel with 388 flights a day to 38 cities throughout the eastern United States. The airline's hub is at Hartsfield Atlanta International Airport, the world's busiest airport (by passenger volume), where it is the second largest carrier operating 151 flights a day. AirTran Airways is a subsidiary of AirTran Holdings, Inc. (NYSE:AAI). Unlike other airlines, AirTran Airways never requires a roundtrip purchase or Saturday night stay. The airline offers a Business Class any business can afford, all-assigned seating, a generous frequent flier program, and a corporate program called A2B. For more information and reservations, visit http://www.airtran.com(America Online Keyword: AirTran), call your travel agent or AirTran Airways at 1-800-AIRTRAN (800-247- 8726) or 770-994-8258 in Atlanta. En espanol, 1-877-581-9842. As reported in Troubled Company Reporter's June 11, 2002 edition, Standard & Poor's affirmed its single-'B'-minus corporate credit ratings on AirTran Holdings Inc. and subsidiary AirTran Airways Inc. and removed all ratings from CreditWatch, citing the airline's relatively good operating performance amid difficult industry conditions. The ratings were placed on CreditWatch on September 13, 2001. Approximately $166 million of rated debt is affected. The outlook is negative. "Ratings have been affirmed and removed from CreditWatch due to AirTran's relatively good operating performance, within an industry that continues to incur massive losses," said Standard & Poor's credit analyst Betsy Snyder. The company reported a loss of only $3 million in the first quarter of 2002, a significantly better performance than most of its peers. In addition, its load factor comparisons have improved, despite significant increases in capacity. However, the company's prospects still depend on the expected recovery in the airline industry. If it is weaker than expected and/or another terrorist attack occurs, ratings on AirTran could be lowered. ALARIS MEDICAL: CEO & CFO Volunteer to Certify Financial Reports ---------------------------------------------------------------- ALARIS Medical Inc. (AMEX:AMI) said that, on a voluntary basis, its chief executive officer and its chief financial officer plan to certify the accuracy of the company's periodic reports filed with the SEC. The SEC recently issued an order requiring such certifications each quarter from the chief executive officer and chief financial officer of the country's 947 largest companies. With reported annual revenues under $500 million, ALARIS Medical's revenues are below the $1.2 billion threshold that would make such certifications mandatory under the SEC's order. Nevertheless, Dave Schlotterbeck, president and CEO, and Bill Bopp, senior vice president and CFO, have advised the company that they intend to make the certifications on a voluntary basis. Schlotterbeck said, "In the current climate of concern regarding the integrity of corporate financial reporting, we believe it best serves the interests of our shareholders and other stakeholders if Bill and I take this action. ALARIS Medical was the 12th fastest growing stock of over 7,000 companies listed on the three major stock exchanges in the USA in 2001. Additionally, AMI was the fifth fastest growing stock on these exchanges in the second quarter of 2002. With this interest in our equity, it is especially important that we demonstrate our confidence in our financial results as reported." Bopp added, "We believe that our financial reports accurately reflect the underlying state of our business and that the disclosures contained in them are full, frank and complete. We welcome the opportunity to confirm this." An SEC press release on this subject is available at http://www.sec.gov/news/press/2002-96.htm The company's second quarter results are scheduled for release on Thursday, August 1st. A conference call with portfolio managers and analysts will be available online at http://www.alarismed.com The live Webcast will begin at 8:00 a.m. Pacific Time on Thursday, August 1, 2002, with the replay beginning shortly after the completion of the live call. The replay of the conference call will also be accessible by telephone at 888/566-0411 (for domestic callers) and 402/998- 0599 (for international callers), beginning shortly after the completion of the live call. Both the online and telephone replay will be available through August 15th. ALARIS Medical Inc. (AMEX:AMI), through its wholly owned operating company, ALARIS Medical Systems Inc., develops practical solutions for medication safety at the point of care. The company designs, manufactures and markets intravenous (IV) medication delivery and infusion therapy devices, needle-free disposables and related monitoring equipment. ALARIS Medical's "smart" technology, tools and services reduce the risks and costs of medication errors, and safeguard patients and clinicians. The company provides its products, professional and technical support and training services to over 5,000 hospital and health care systems, as well as alternative care sites in more than 120 countries through its direct sales force and distributors. Headquartered in San Diego, ALARIS Medical employs approximately 2,600 people worldwide and operates manufacturing facilities in the United States, Mexico and the United Kingdom. ALARIS Medical's March 31, 2002 balance sheet shows that the company has a total shareholders' equity deficit of about $45 million. AMERICAN SAFETY: S&P Ups Corporate Credit Rating to B- from CCC --------------------------------------------------------------- Standard & Poor's raised its corporate credit rating on razor and blade manufacturer American Safety Razor Co. to single-'B'- minus from triple-'C'. The upgrade reflects the firm's ability to secure an amendment from its bank group that loosened financial covenants and waived covenant violations for the fourth quarter 2001 and first quarter 2002. The rating was removed from CreditWatch, where it was placed November 21, 2001. The outlook is negative. Total debt at Cedar Knolls, New Jersey-based American Safety Razor was about $171 million on March 30, 2002. American Safety Razor's weak financial performance last year, due to tough industry conditions and internal issues, led to covenant defaults under its credit agreement. "Standard & Poor's believes the company's near-term financial performance will improve to meet expectations for the current rating given the divestiture of the lower-margin cotton and footcare business and expected improvements in working capital management," stated Standard & Poor's credit analyst Lori Harris. Still, Standard & Poor's expects that the company will continue to be challenged over the intermediate term by the highly competitive environment in which it operates, given the maturity of the U.S. consumer products market. The ratings could be lowered if American Safety Razor's credit ratios or liquidity position weaken further. For analytical purposes, Standard & Poor's consolidates the debt of American Safety Razor with that of its holding company, RSA Holdings Corp., given the additional debt at RSA Holdings. Although the interest on the holding company debt is noncash, the debt represents a growing liability on the consolidated financial statements. Revenue declined 3% in 2001 and was relatively flat for the first quarter 2002 due to softness in domestic shaving products resulting from competitive activities and retailer de-stocking, offset by better international sales. Gross profit decreased 20.3% in 2001 and a further 11.9% in the first quarter 2002 because of competitive pricing pressures, changes in product mix, and unfavorable foreign exchange. Credit protection measures for the trailing 12 months ended March 30, 2002, were weak for the rating with EBITDA interest coverage of about 1.5 times and debt to EBITDA of 6.8x. Excluding holding company debt, EBITDA coverage was 2x and leverage was about 5.2x. The rating does not incorporate flexibility for significant debt-financed acquisitions. APPLIED EXTRUSION: S&P Places B+ Corp Rating on Watch Developing ---------------------------------------------------------------- Standard & Poor's placed its single-'B'-plus corporate credit rating on Applied Extrusion Technologies Inc. on CreditWatch with developing implications following the announcement that the company has hired a financial advisor to evaluate options to maximize shareholder value, including recent expressions of interest made by a number of parties to acquire the company. Developing means the ratings could be raised, lowered, or affirmed. Peabody, Massachussetts-based Applied Extrusion is the leading oriented polypropylene (OPP) films producer in North America, with total debt outstanding of $278 million as at March 31, 2002. "The acquisition of Applied Extrusion by a company with a stronger credit profile could result in an upgrade," said Standard & Poor's credit analyst Liley Mehta. "Conversely, an acquisition of Applied Extrusion by a company with a weaker credit profile or other initiatives that would deteriorate the firm's financial profile could result in a downgrade. Standard & Poor's will monitor developments." The ratings on Applied Extrusion reflect its below-average business position as the leading OPP films producer in North America, and a very aggressive financial profile. Although OPP films are used mostly in relatively recession-resistant applications, such as labels on beverage bottles and containers, and food packaging, overcapacity has significantly weakened pricing flexibility during the past few years. Recently, the company has experienced significantly weaker-than-expected financial performance, caused by lower volumes related to the sluggish economy, competitive pressures and inventory de- stocking by customers. Given the company's limited scale of operations, this has led to a deterioration in the company's financial profile to subpar levels. In addition, the company's revolving credit facility matures in January 2003 posing a near- term refinancing risk. ATCHISON CASTING: Secures Forbearance Pact Extension to July 31 --------------------------------------------------------------- Atchison Casting Corporation announced an amendment to the Twelfth Amendment and Forbearance Agreement with its Lenders in which, among other things, a date to reduce outstanding loan commitments was extended from June 30, 2002 to July 31, 2002. ACC produces iron, steel and non-ferrous castings for a wide variety of equipment, capital goods and consumer markets. CBA MORTGAGE: Fitch Affirms B Rating on $27MM Class F P-T Certs. ---------------------------------------------------------------- CBA Mortgage Corp., mortgage pass-through certificates, series 1993-C1 are affirmed by Fitch Ratings as follows: $6.1 million class D at 'AAA', $21.7 million class E at 'BBB+' and $27.1 million class F at 'B'. Fitch does not rate the $5.4 million class G or $5.4 million class H. The rating actions follow Fitch's annual review of the transaction, which closed in December 1993. The certificates are collateralized by four commercial mortgage loans, consisting of two office properties (57%) and two retail properties (43%). The properties are located in Illinois (40%), Colorado (40%) and the District of Columbia (20%). All four of the remaining loans are interest only with an interest rate of 6.92% and will mature in December 2003. The rating affirmations resulted from stable performance in the four remaining loans. The Fitch debt service coverage ratio's were calculated using a Fitch cash flow and a Fitch stressed debt service payment. The cash flow was calculated using borrower provided financials adjusted for capital expenditures, tenant improvements and leasing commissions. The yearend weighted average DSCR for the pool has decreased from a 1.27 times as of year-end 2000 to 1.14x as of year-end 2001. The weighted average DSCRs were only calculated for 3 of 4 loans, excluding the vacant 650 Lake Cook Road property. The decrease is primarily due to the decline in coverage at the One Parkway North property, which has experienced an increase in vacancy. The largest loan in the pool, $26.1 million, is secured by the Citadel Crossing property in Colorado Springs, CO. The property is a 502,000 square foot anchored retail strip center, with tenants such as Kmart, Burlington Coat Factory, Best Buy, PetsMart and Office Max. All of these anchor tenants have leases, which expire beyond the balloon date and the Kmart lease has not been rejected in bankruptcy court. The property is located across from a regional mall at the south end of Academy Boulevard, a major thoroughfare in Colorado Springs. Fitch reviewed the 2001 sales figures for the tenants required to report and found them to be strong. The property had a yearend 2001 DSCR of 1.31x and an occupancy of 90%. The DSCR has remained stable from the previous year, but the occupancy has declined from 96%. The next largest loan, $24.2 million, is secured by the One Parkway North property in Deerfield, IL. The property is a 252,000 sf multi-tenanted office building. As of May 2002 the property was 81% occupied, down significantly from the 94% as of yearend 2000. The decline in occupancy is also reflected in the decline in DSCR from 1.40x as of yearend 2000 to 1.02x as of yearend 2001. The manager is actively marketing the space to find new tenants. Fitch continues to have concern with the extensive roll over associated with this property (53%) within the next year, considering the growing vacancy rates in the property's immediate sub-market and the impact this may have on the borrower's ability to refinance the loan. The third largest loan, $13.3 million, is secured by the 919 18th Street property in the District of Columbia. The property is a 132,000 sf multi-tenanted office building with a sub-level parking garage and retail on the ground floor. The property benefits from its central location, close to public transportation. The property is currently 89% occupied. Although the occupancy has declined, the property has continued to perform with the majority of leases below market. In the last year, DSCR has improved from a 1.16x in 2000 to a 1.22x as of yearend 2001 due to new leases signed at higher rates. The smallest loan in the pool is a $2.2 million loan secured by the 650 Lake Cook Road retail property located in Buffalo Grove, IL. The property has been vacant since September 1999 and the borrower has continued to pay debt service. The loan has never been delinquent. The property remains in good condition and is visible from Lake-Cook Road, a major artery in northern Chicago suburbs. According to the servicer, GMACCM, the borrower is actively marketing the space but has yet to engage a replacement tenant. In its analysis, Fitch assigned a higher probability of default and loss severity to this property. While Fitch has concerns about the concentration risk associated with the pool, each of the assets strengths and weaknesses were evaluated and found adequate to support the affirmations on the remaining rated classes. Fitch will continue to monitor the performance of the four loans remaining in the pool. CANADIAN IMPERIAL: Raises $2.7MM in Closing of Private Placement ---------------------------------------------------------------- Canadian Imperial Venture Corp. announces the first closing of a non brokered private placement that was previously announced on June 27, 2002. This closing took place on Friday, July 5, 2002 and the Company received proceeds of $1,648,632. Additional funds of $1,027,907 were received from the exercise of warrants and options by insiders for a total of $2,674,539. A total of 5,410,698 Flow-through Units were sold at a price of $0.24 each and 1,458,337 Non Flow-through Units were also sold at $0.24 each. Each Non Flow-through Unit consists of one common share and one-half of one non-transferable share purchase warrant. Each whole warrant has an exercise price of $0.40 and a two-year term. The funds raised in this Private Placement will be used for additional exploration at the Company's Garden Hill project in Western Newfoundland. The Company currently is in discussions with the Creditor's Committee that was established under the Debt Restructure Agreement to waive or amend various requirements under the Agreement. The Company is formally seeking to have the Creditor's Committee waive strict compliance with the requirement to raise a total of $4,000,000 by July 15, 2002 and to amend the Company's exploration program. Canadian Imperial Venture Corp. (TSX: CQV) is an independent Newfoundland-based energy company. CAPITAL ENVIRONMENTAL: Will File Form 20-F with SEC Late -------------------------------------------------------- Capital Environmental Resource Inc. recently entered into a new senior credit facility and repaid all amounts outstanding under its pre-existing senior credit facility. The Company is reviewing this transaction with respect to its effect on the audited financial statements and disclosure to be included in its Annual Report on Form 20-F for the year ended December 31, 2001. The Company expects its review to conclude within a short period of time. The Company is delaying the filing of its Annual Report in the belief that, in the interest of full and best disclosure, a definitive description of this transaction and its impact on the Company is appropriate. The Company intends to file timely the subject Annual Report on Form 20-F no later than the fifteenth calendar day after the due date of the report. In its Form 20-F for the year ended December 31, 2001, Capital Environment Resource will report 2001 revenue of US $93.2 million, a loss from operations of $8.7 million and a net loss of US $19.7 million. For the year ended December 31, 2000, the Company reported revenue of US $117.0, a loss from operations of US $6.6 million and a net loss of US $18.3 million. The decrease in revenue in the year ended December 31, 2001 as compared to the year ended December 31, 2000 is primarily attributable to the sale of substantially all of its United States operating assets in 2001. Capital Environmental Resource Inc. is a regional integrated solid waste services company which provides collection, transfer, disposal and recycling services in markets in Canada. As of September 30, 2001, Capital Environmental Resource reported a working capital deficit of about $44 million. CARBIDE/GRAPHITE: Fails to Reach Sale Pact with Sun & Bank Group ---------------------------------------------------------------- As previously reported, The Carbide/Graphite Group, Inc. and its subsidiaries filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the Western District of Pennsylvania on September 21, 2001 in order to allow for an orderly consummation of the Company's proposed comprehensive restructuring. On April 1, 2002, Carbide/Graphite filed a Current Report on Form 8-K indicating that it had entered into a letter of intent with Sun Capital Acquisition Corporation under which Sun would acquire all of the assets of Carbide/Graphite, on a debt-free basis, under a Section 363 asset sale pursuant to the U.S. Bankruptcy Code for $35 million cash payable at closing and a $15 million term note payable to the secured lenders under the Company's revolving credit facilities. The transaction contemplated by the Letter of Intent was conditioned upon, among other things, the completion of a satisfactory due diligence investigation by Sun, the execution of a definitive purchase agreement and approval by the Bankruptcy Court. Carbide/Graphite, Sun and the Bank Group have been unable to reach agreement on a definitive purchase agreement and, as a result, a transaction with Sun contemplated by the Letter of Intent is unlikely to occur. Carbide/Graphite in concert with the Bank Group will continue a process by which the assets of the Company will be sold, either in whole or in part. CARIBBEAN PETROLEUM: Files Joint Plan and Discl. Statement in DE ---------------------------------------------------------------- Caribbean Petroleum LP and its debtor-affiliates filed their Joint Plan of Reorganization and Disclosure Statement with the U.S. Bankruptcy Court for the District of Delaware. For full- text copies of the Debtors' Plan and Disclosure Statement, go to: http://www.researcharchives.com/bin/download?id=020703210429 and http://www.researcharchives.com/bin/download?id=020703210703 The Debtors relate that under the Joint Plan, the holders of Allowed Secured Claims will be paid in full, over time with interest. Non-tax Priority and Administrative claims will receive the treatment required by the Bankruptcy Code unless they agree to some other treatment. The Debtors reminds the Court that CPC intends to negotiate with the Secretario De Hacienda regarding the amount of its disputed priority tax claims. To the extent that a satisfactory agreement cannot be reached with Hacienda, CPC reserves the right to sell its assets outside of the Joint Plan. The Joint Plan also provided for a separate lump sum payments to non-priority unsecured creditors of CPC and CPR, to be shared pro-rata by the respective creditors. The non-priority unsecured creditors of CPLP will be paid in full over a period of six years. Caribbean Petroleum L.P. distributes petroleum products and owns/leases real property on which service stations selling petroleum products are stored and sold to retail customers. The Debtors filed for chapter 11 protection on December 17, 2001. Michael Lastowski, Esq. and William Kevin Harrington, Esq. at Duane, Morris & Heckscher LLP represent the Debtors in their restructuring efforts. CELLSTAR CORP: Second Quarter 2002 Net Loss Tops $6 Million ----------------------------------------------------------- CellStar Corporation (Nasdaq: CLST), a value-added wireless logistics and distribution services leader, reported revenues of $573.3 million for the second quarter ended May 31, 2002, compared to $572.9 million for the second quarter of fiscal 2001. The Company reported a net loss of $5.9 million, compared to net income of $3.6 million for the second quarter of fiscal 2001. Excluding charges of $10.0 million related to exiting the United Kingdom, Peru and Argentina and the extraordinary gain on early extinguishment of debt, the Company earned net income of $4.0 million, or $0.20 per diluted share. Earnings per share excluding exit charges for the second quarter of fiscal 2002 reflect an increase from last year of 7.8 million weighted average shares outstanding resulting from the February 20, 2002 completion of the Company's exchange offer for its 5% Convertible Subordinated Notes due October 2002 (the exchange offer). The Company had earnings before interest, taxes, depreciation and amortization (EBITDA) of $9.0 million excluding exit charges and generated $5.5 million in cash flow from operating activities for the quarter. "We are pleased to report a profitable first half for fiscal 2002 as well as a substantial sequential improvement in profitability, excluding exit costs, in the second quarter," said Chief Executive Officer Terry S. Parker. "We have said in the past that our highest priorities are to improve CellStar's operating profitability, maintain our strong balance sheet, and generate cash. We are encouraged by the Company's overall results for the first six months of fiscal 2002 and will continue to focus on CellStar's profitability and financial strength in the months ahead." The Company recorded after-tax charges of $10.0 million in the second quarter related to the exit of the United Kingdom, Peru and Argentina, announced on June 5, 2002. The majority of these charges are of a non-cash nature. Those operations provided revenues of $32.6 million in the second quarter, but lowered operating income by $0.9 million excluding exit charges. "Our analysis of the Company's operations in the United Kingdom, Peru and Argentina led us to conclude that the costs and risks associated with continuing to do business in those markets were not consistent with the potential returns," said Senior Vice President and Chief Financial Officer Robert Kaiser. "We believe that the longer term interests of the Company and the stockholders are best served by completing the exit from these markets as promptly as possible." In the interest of comparability with prior year results, the following discussion of income statement items excludes the effects of the charges associated with the exit from the United Kingdom, Peru and Argentina. Gross profit for the second quarter improved 15.5 percent to $37.3 million compared to $32.3 million in the prior-year quarter. Gross margin was 6.5 percent of revenues, compared to 5.6 percent in the second quarter of fiscal 2001. Margin improved as a result of changes in the geographic mix of revenues and additional incentives from certain manufacturers. Selling, general and administrative (SG&A) expense for the second quarter was $30.1 million, 5.3 percent of revenues, compared to $23.2 million a year ago, when recovery of a receivable from a satellite handset customer reduced SG&A by $3.9 million. Interest expense in the second quarter was $1.8 million, compared to $3.9 million in the second quarter a year ago. The favorable variance is largely due to completion of the exchange offer in February. Consolidated Balance Sheet Cash, cash equivalents and restricted cash at the end of the quarter were $104.6 million, compared to $122.3 million last quarter, when the cash balance was unusually high due to the timing of cash receipts and disbursements. Accounts receivable for the second quarter were down to $181.2 million from $198.3 million at the end of the first quarter. Annualized accounts receivable days sales outstanding were also better in the second quarter, improving to 30.7 from 31.0 days in the preceding quarter. Inventory for the second quarter was $162.9 million compared to $146.5 million in the first quarter. Annualized inventory turns improved to 13.0 times compared to 10.6 times in the first quarter, well above the Company's target range of 10 to 12 turns. Accounts payable were $170.7 million at the end of the second quarter, compared to $169.2 million at the end of the first quarter. Liquidity As of May 31, 2002, the Company had borrowed $31.1 million against its domestic revolving credit facility. The Company also had $49.0 million in loans to support growth in its China operation which were partially collateralized by restricted cash of $33.9 million, and $2.7 million in notes outstanding in Taiwan. There were $39.1 million of 5% Senior Subordinated Convertible Notes outstanding, which are mandatorily convertible into stock in November 2002, and $19.6 million of 5% Convertible Subordinated Notes outstanding due October 2002. The Company retired $1.8 million of the notes during the second quarter. In addition, the Company has $12.4 million of Senior Subordinated Notes outstanding maturing in January 2007. Handset Data CellStar handled 4.6 million handsets (including 1.1 million consignment units) in the second quarter of fiscal 2002 compared to 3.7 million (including 0.8 million consignment units) in the second quarter last year and 5.1 million (including 1.2 million consignment units) in the first quarter this year. The average selling price of handsets in the second quarter was $149 compared to an average selling price of $180 in the second quarter a year ago and $150 in the first quarter this year. CellStar Corporation is a leading global provider of value added logistics and distribution services to the wireless communications industry, with operations in Asia-Pacific, North America, Latin America and Europe. CellStar facilitates the effective and efficient distribution of handsets, related accessories and other wireless products from leading manufacturers to network operators, agents, resellers, dealers and retailers. In many of its markets, CellStar provides activation services that generate new subscribers for its wireless carrier customers. For the year ended November 30, 2001, the Company generated revenues of $2.4 billion. Additional information about CellStar may be found on its Web site at http://www.cellstar.com * * * As reported in Troubled Company Reporter's February 20, 2002, edition, Standard & Poor's said that it lowered its corporate credit rating on CellStar Corp. to 'SD' (selective default) from 'CCC-' and removed its ratings from CreditWatch, where they had been placed with negative implications on Sept. 6, 2001. The action reflects the recent completion of the exchange of the Carrollton, Texas, company's convertible subordinated notes due October 2002 for securities having a total value that is materially less then the original issue, said credit analyst Martha Toll-Reed. At the same time, Standard & Poor's lowered its rating on the subordinated debt to 'D' for the distributor of wireless communications products. As of Aug. 31, 2001, total outstanding debt was about $200 million. CHART INDUSTRIES: Will Conduct Investor Conference Call Today ------------------------------------------------------------- Chart Industries, Inc. (NYSE:CTI) will hold an investor conference call today, July 10, 2002. In light of recent weakness in Chart's stock price and inquiries from a number of investors, management has scheduled this conference call to discuss current developments. Management will be addressing certain aspects of Chart's current business and progress relating to strategic initiatives, including its efforts to secure additional capital and plans for operational restructuring. The conference call will begin at 4:00 p.m. Eastern Daylight Time on today, July 10, 2002. The call can be accessed by dialing 800-718-2843 or 703-834-7642. Participants are asked to call the assigned number approximately 10 minutes before the conference call begins. A replay will be available at approximately 7:00 p.m. on today, July 10th, and will run until 11:59 p.m. on Tuesday, July 16th. The replay can be accessed by dialing 888-266-2081 or 703-925- 2533. The access code is #6096903. The call will also be available, both live and replayed, via the Internet at the Chart Web site -- http://www.chart-ind.com Chart Industries, Inc. manufactures standard and custom-built industrial process equipment primarily for low-temperature and cryogenic applications. Headquartered in Cleveland, Ohio, Chart has domestic operations located in 12 states and international operations located in Australia, China, the Czech Republic, Germany and the United Kingdom. * * * As previously reported, Chart Industries' Chairman and Chief Executive Officer Arthur S. Holmes commented on the company's first quarter results, saying that "[t]he first phase of [the company's] financial restructuring was completed in the first quarter of 2002." Additionally, Mr. Holmes stated that after securing bank amendments to the company's credit facilities, "[the company is] now able to focus on methods of paying down debt and reducing Chart's leverage, ultimately leading to improved shareholder value." "Going forward, we are finalizing a review of possible operational restructuring actions which could result in substantial future improvements in our earnings. When implemented, these initiatives could result in additional non- recurring charges to operations in future quarters, but are planned to result in rapid paybacks. We also continue to focus on potential sources of additional capital and are currently in discussions with several investor groups, including one group that is at an advanced stage of due diligence, regarding a potential investment in the Company. Finally, we are pursuing the sale of certain assets that are non-core." CLARION TECHNOLOGIES: Signs-Up BDO Seidman as New Auditors ---------------------------------------------------------- Clarion Technologies, Inc., dismissed Ernst & Young LLP and will engage the services of BDO Seidman LLP as its new independent auditors. The change in auditors was approved by the Board of Directors, effective as of June 26, 2002. As a result, BDO Seidman LLP will audit the consolidated financial statements of the Company and its subsidiaries for the fiscal year ending December 28, 2002. In the fiscal 2001 report produced by Ernst & Young for the Company there was included a modification as to uncertainty relating to the Company's ability as a going concern. Clarion Technologies, Inc. operates five manufacturing facilities with a total of approximately 600,000 square feet located in Michigan, Ohio and South Carolina. Clarion's manufacturing operations include approximately 155 injection molding machines ranging in size from 50 to 5000 tons of clamping force. COMDIAL CORP: Nickolas A. Branica Discloses 47% Equity Stake ------------------------------------------------------------ Nickolas A. Branica may be deemed to be the beneficial owner of an aggregate of 8,399,793 shares of the common stock of Comdial Corporation, representing approximately 47.0% of the issued and outstanding shares of common stock of the Company. These holdings consist of 240,093 shares of common stock previously owned; 169,700 shares of common stock issuable upon exercise of previously granted stock options; 6,665,000 shares of common stock issuable upon conversion of Notes; 500,000 shares of common stock issuable upon exercise of the stock options under the Amendment to Employment Agreement; and 825,000 issuable upon exercise of the warrants to be granted pursuant to the Amendment to Employment Agreement. Mr. Branica has sole power to vote or to direct the vote, and sole power to dispose or direct the disposition of the 8,399,793 shares of common stock beneficially owned by him. Nickolas A. Branica is president and chief executive officer of Comdial Corporation. He purchased $500,000 of the Notes with personal funds. $66,650 of the principal amount of the Company's 7% senior subordinated secured convertible promissory notes held by him is convertible at his option into an aggregate of 6,665,000 shares of common stock. Mr. Branica had an executive employment agreement with the Company dated September 27, 2001.In connection with the issuance of the Notes, he and the Company entered into an amendment to employment agreement dated June 20, 2002. Under the Amendment, Mr. Branica received an option under the Company's Stock Incentive Plan to purchase up to 500,000 shares of the common stock and warrants to purchase up to 825,000 shares of the common stock. The Option Shares are exercisable at any time after the date of grant, which was to be June 23, 2002. The Warrants are exercisable at any time after receipt. In order to effectuate the foregoing, it is anticipated that the Company will have to obtain shareholder approval of an increase in the Company's authorized shares of common stock. Pursuant to a Subscription Agreement, dated June 21, 2002, between the Company and Mr. Branica, the Company issued $500,000 of the Notes to him. The Notes mature on the earlier of October 18, 2002 or the occurrence of certain events as described in the Note. Upon receipt of the Shareholder Approval, the maturity date will be extended to 12 months from issuance of the Notes. In certain other events, the Notes will mature on January 16, 2003. Mr. Branica has the right to convert $66,650 (13.33%) of the Notes into shares of common stock at a conversion price of $0.01 per share (subject to limitation until the Company obtains the Shareholder Approval). He may also convert the balance of the Notes into common stock on different terms upon certain events of default as described in the Notes. Mr. Branica executed an Irrevocable Limited Proxy, dated June 21, 2002, in favor of ComVest Venture Partners, L.P. granting ComVest the right to vote all securities beneficially owned by Mr. Branica solely with respect to the approval of an amendment to the Company's Certificate of Incorporation with respect to the authorized shares of common stock. Comdial Corporation, headquartered in Sarasota, Florida, develops and markets sophisticated communications solutions for small to mid-sized businesses, government, and other organizations. At December 31, 2001, Comdial reported an upside-down balance sheet, showing a total shareholders' equity deficit of about $10.3 million. COVANTA ENERGY: Court Okays Arnold & Porter as Panel's Attorneys ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of the Chapter 11 cases of Covanta Energy Corporation and its debtor-affiliates obtained necessary Court approval to retain Arnold & Porter as its attorneys, nunc pro tunc to April 8, 2002. Michael J. Canning, Esq., a partner at Arnold & Porter, in New York, reports that as attorneys, Arnold & Porter will render: (a) legal advice to the Committee with respect to its powers and duties; (b) legal advice to the Committee regarding the administration of the Debtors' estates; (c) legal advice concerning the Committee's investigation of the acts, conduct, assets and liabilities, and financial condition of the Debtors; (d) legal advice relating to transactions in the energy industry, tax, securities and corporate law issues that may arise in connection with these bankruptcy cases; (e) legal advice concerning the operation of the Debtors' businesses and the desirability and profitability of continuing and/or modifying such businesses; (f) legal advice to the Committee with respect to all matters relating to any proposed disposition of assets or any plan of reorganization, including negotiation of a plan and possible formulation and proposal of a plan; (g) assistance to the Committee in its negotiations with the Debtors and other creditors concerning any matter in this case, including the terms of any proposed plan; (h) assistance to the Committee in making reports to creditors regarding the progress of the cases; (i) legal advice to the Committee with respect to applications for relief sought by the Debtors and other parties-in-interest; (j) appearance on behalf of the Committee to support the Committee's position on various matters in the bankruptcy cases and any contested matters or adversary proceedings filed therein, including the preparation of all necessary applications, motions, answers, complaints, orders, reports and other legal papers and participation in discovery and other litigation activity where necessary or appropriate to protect the interests of unsecured creditors; (k) legal advice regarding any possible merger, acquisition or other transaction involving the Debtors; (l) coordination with the other professionals retained by the Committee with respect to those matters that require legal and economic, business, market or other related expertise; and (m) performance of all other appropriate legal services for the Committee. In exchange of the services to be rendered, Arnold and Porter will bill the Debtors based on the firm's hourly rates: Partners and of Counsels $355 - 650 Associates 195 - 375 Paraprofessionals 40 - 130 Arnold & Porter will also seek for a reimbursement of out-of- pocket expenses to include, but not limited to, long distance telephone charges, postage, overnight delivery charges, telecopy charges, messenger and courier charges, computerized legal research charges, mileage and travel expenses and court costs and disbursements. (Covanta Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service, Inc., 609/392-0900) CYGNIFI DERIVATIVES: July 17 Disclosure Statement Hearing Set ------------------------------------------------------------- After filing the Joint Liquidating Chapter 11 Plan and the Disclosure Statement of Cygnifi Derivatives Services LLC and Official Committee of Unsecured Creditors, the U.S. Bankruptcy Court for the Southern District of New York schedules a hearing on July 17, 2002. The Hearing will be held before the Honorable Robert E. Gerber, at 9:45 a.m., in Courtroom 621 of the United States Bankruptcy Court, One Bowling Green, New York, New York 10004, to determine whether the information contained in the Disclosure Statement constitutes "adequate information" and to schedule a hearing to consider confirmation of the Plan. Cygnifi Derivatives Services, LLC filed for Chapter 11 petition on October 3, 2001. Marc E. Richards, Esq. at Blank Rome Tenzer Greenblatt, LLP represents the Debtor in its restructuring effort. When the Company filed for protection from its creditors, it listed total assets of $34,200,000 and $5,100,000 in total debts. DECORATIVE SURFACES: Panel Turns to Parente for Financial Advice ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware approved the retention of Parente Randolph LLC as financial advisors for the Official Unsecured Creditors' Committee of Decorative Surfaces International, Inc. Pursuant to a Retention Letter filed with the Court, Parente Randolph will: i) assist and advise the Committee in analyzing the current financial position of the Debtor; ii) assist and advise the Committee in analyzing the Debtor's Section 363 sale, cash flow projections, asset auction and sale procedures, and other reports or analyses prepared by the Debtor or its professionals; iii) assist and advise the Committee in analyzing the financial ramifications of the proposed transactions for which the Debtor seeks Bankruptcy Court approval including the DIP financing, assumption/rejection of executory contracts, management compensation/ retention and severance plans; iv) assist and advise the Committee and its counsel in the development, evaluation and documentation of any Plan of reorganization or strategic transactions, including developing, structuring and negotiating the terms and conditions of potential plan or strategic transactions and the value of consideration that is to be provided to unsecured creditors; v) Attend and advise at meetings with the Committee and its counsel and representatives of the Debtor; vi) Render expert testimony on behalf of the Committee; and vii) Provide such other services, as requested by the Committee and as agreed by Parente Randolph. According to Howard Cohen, CPA, CFE of Parente Randolph, the Firm will charge for services at its customary hourly rates: Principals $225 to $350 Senior Associates $175 to $225 Staff Personnel $75 to $175 Paraprofessionals $70 Decorative Surfaces International, Inc., manufactures wall coverings, decorative design components for floor tiled and other laminates. The Company filed for chapter 11 protection on March 19, 2002. When the Company filed for protection from its creditors, it listed estimated assets of $10 million to $50 million and estimated debts of $50 million to $100 million. ECHOSTAR COMMS: Wins Second Patent Infringement Suit vs. Gemstar ---------------------------------------------------------------- EchoStar Communications Corporation (Nasdaq:DISH), a leader in the direct broadcast satellite television industry, announced that a U.S. District Court ruled in favor of EchoStar and against Gemstar Development Corporation and SuperGuide Corporation in a patent infringement lawsuit pending in the Western District of North Carolina. On motions for summary judgment, Judge Lacy H. Thornburg ruled that none of EchoStar's current products infringe any of the asserted patents. Judge Thornburg requested additional information before reaching a final ruling regarding a low- volume product which is no longer in production. The patents, asserted by Gemstar and SuperGuide, concern certain electronic program guide features. "We're pleased that for the second time in two weeks a judge has found that additional patents asserted by Gemstar are not infringed by EchoStar products," said David K. Moskowitz, senior vice-president and general counsel of EchoStar. United States Patent Nos. 4,751,578; 5,038,211 and 5,293,357 were asserted in the North Carolina case. Last week an International Trade Commission judge ruled that EchoStar's products did not infringe U.S. Patent Nos. 4,706,121; 5,479,268 and 5,809,204. EchoStar includes two interrelated business units: -- DISH Network is EchoStar's state-of-the-art direct broadcast satellite system that is capable of offering over 500 channels of digital video and CD-quality audio programming, including Dolby Digital surround sound, high-speed interactive television and data services, as well as offering fully MPEG- 2/DVB compliant hardware and installation. DISH Network serves over 7.1 million subscribers. -- EchoStar Technologies Corporation designs, distributes and oversees the manufacturing of DBS set-top boxes, antennas and other digital equipment for DISH Network and various international customers that include Bell ExpressVu Canada and the Via Digital system in Spain. ETC provides construction, oversight and project integration services for customers internationally. ETC also oversees the delivery of interactive video, audio and data services to business television customers and other satellite users. These services include satellite uplink, satellite transponder space usage, business solutions and other services. DISH Network is a trademark of EchoStar Communications Corporation. EchoStar is included in the Nasdaq-100 Index which contains the largest non-financial companies on the Nasdaq Stock Market. DISH Network is located on the Internet at http://www.dishnetwork.com In its March 31, 2002 balance sheet, EchoStar Communications reported a total shareholders' equity deficit of about $862 million. ENRON CORP: Court Approves Uniform Natural Gas Handling Protocol ---------------------------------------------------------------- The Court authorizes Enron Corporation and its debtor-affiliates to implement these procedures for the release, termination or other settlement of natural gas transportation and storage capacity: a. Upon a determination by the Debtors, in the exercise of their business judgment, that any natural gas transportation or storage capacity reserved pursuant to a firm agreement should be released, terminated or otherwise made subject to a settlement agreement, the Debtors must notify the Official Committee of Unsecured Creditors, in the manner provided for in this Order, of their intention to release the capacity; b. The notification must be in writing and be served by Federal Express, other overnight delivery service or facsimile transmission on the Committee's counsel: Squire, Sanders & Dempsey L.L.P. 1201 Pennsylvania Avenue, N.W. P.O. Box 407 Washington, DC 20004-0407 Attention: George M. Knapp, Esq. Facsimile: 202-626-6780 The statement must include: (1) identification information for the contract at issue, (2) whether the contract is at maximum rate or a discounted rate, (3) the term of the contract, (4) whether the release contemplated is to a prearranged bidder, (5) the process engaged in by the Debtors to determine whether or not to utilize a prearranged bidder, (6) the reasons why the Debtors have concluded that release of the capacity is in the best interests of the estates, and (7) a copy of the contract. In addition, there may be instances where the Debtors and a pipeline can agree to a termination or other settlement of a transportation or storage agreement without a capacity release. In these cases, the statement sent by the Debtors to the Committee would include items (1), (2), (3) and (7), a copy of the termination or settlement agreement and an explanation of why termination is in the best interests of the estates; c. If the Committee objects to the release of the capacity, termination or other settlement, the Committee must notify the Debtors within 10 business days of its receipt of the Debtors' written notification of its objection and the basis. The objection must be served on the Debtors' counsel: Weil Gotshal & Manges 767 Fifth Avenue, New York, New York 10153 Attention: Brian S. Rosen, Esq. Facsimile: 212-310-8007 and Cadwalader, Wickersham & Taft, 1201 F Street, NW, Washington, DC 20004 Attention: Mark C. Ellenberg, Esq. Facsimile: 202-862-2400 by Federal Express, other overnight delivery service, or facsimile transmission; d. If the Committee timely objects: (1) the Debtors may determine to: (i) seek this Court's approval for the release of the pipeline capacity, termination or settlement by motion pursuant to Rule 9014 of the Federal Rules of Bankruptcy Procedure, or (ii) if the counterparty has filed a motion under Section 365(d)(2) of the Bankruptcy Code, present a stipulation at the scheduled hearing on the motion, or (2) the Debtors may elect to reject the agreement by notice; and e. If no timely objection is made by the Committee, the Debtors will be authorized, without further order of this Court, to release the pipeline capacity pursuant to the applicable regulation(s) of the Federal Energy Regulatory Commission and the applicable pipeline tariffs or to implement a termination or settlement. (Enron Bankruptcy News, Issue No. 35; Bankruptcy Creditors' Service, Inc., 609/392-0900) ENRON CORP: Court Nixes Requests for Separate ENA Committee ----------------------------------------------------------- Many creditors of Enron Corporation and its debtor-affiliates have asked the Court to direct the U.S. Trustee to: (1) appoint an unsecured creditors' committee comprised of ENA creditors, (2) appoint an additional committee of unsecured creditors comprised of energy traders, and (3) require ENA as Debtor in Possession to obtain separate counsel. The Debtors responded by alleging that the creditors failed to identify any tangible benefits from the formation of an ENA creditors' committee. The Official Committee of Unsecured Creditors also asserts that there is no truth to the speculation they are biased towards Enron Corporation and against Enron North America Corp. The Committee points out that 11 out of their 13 members are creditors of ENA. Carolyn S. Schwartz, United States Trustee for the Southern District of New York, finds that there is no cause to form and additional committee because the creditors' interests are adequately represented by the Official Creditors' Committee. In his memorandum decision denying the requests for a separate ENA creditors' committee, Judge Gonzalez explains that the creditors have not cited a single instance where the ability of the Creditors' Committee to function has been impaired due to "vastly conflicting aims" as creditors of separate Debtors. "There has never been an occasion in which an abstaining or dissenting member has advocated a position before the Court contrary to that of the Creditors' Committee," Judge Gonzalez observes. Furthermore, Judge Gonzalez notes that the voice of the energy traders and the ENA creditors has been heard on every major issue before this Court. The Court contends that adding additional committees would likely intensify conflict and lead to further complication. "This Court is disinclined to add committees to satisfy one group of creditors, a group that already has representation of the Creditors' Committee, only to create further discord, litigation and delay," Judge Gonzalez says. As consolation, the Court allows the creditors to file an appropriate application for administrative expense payment for substantial contribution to the estate pursuant to Section 503(b) of the Bankruptcy Code. The Court also denies Upstream's request for appointment of a separate counsel for ENA, for failure to establish cause. * * * Mirant Americas Energy Marketing LP, a member of the Ad Hoc Committee of Energy Merchants, informs the Court that it intends to appeal Judge Gonzalez's decision denying the request for the appointment of a separate committee for ENA Creditors. (Enron Bankruptcy News, Issue No. 35; Bankruptcy Creditors' Service, Inc., 609/392-0900) Enron Corp.'s 9.125% bonds due 2003 (ENRN03USR1), DebtTraders says, are trading at about 11.5. For real-time bond pricing, see http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRN03USR1 ETOYS INC: Court to Consider Plan of Liquidation on September 27 ---------------------------------------------------------------- On March 7, 2001, eToys Inc. filed a petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware, Case Numbers 01-706(MFW) through 01-709(MFW). The Company ceased all operations and terminated all its employees except for certain employees needed to manage the orderly liquidation of its assets. The Company is currently managing its assets as a debtor in possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code and is in the process of liquidating its assets for the benefit of its estate and creditors. eToys gives this reason to the SEC for delaying the filing of its necessary financial information in a timely manner. eToys filed a plan of liquidation with the Bankruptcy Court on June 14, 2002 calling for the disposition of its remaining assets and distributing all of the proceeds therefrom to its creditors. A hearing to approve the plan of liquidation is scheduled for September 27, 2002. There is no possibility that any net liquidation proceeds will be available for distribution to the Company's stockholders. GLOBAL CROSSING: Gets Nod to Hire Christensen as Calif. Counsel --------------------------------------------------------------- Global Crossing Ltd., and its debtor-affiliates obtained Court approval to retain the law firm of Christensen Miller Fink Jacobs Glaser Weil & Shapiro LLP, as special litigation counsel nunc pro tunc to March 28, 2002. Specifically, Christensen Miller will be employed and retained to act as local counsel to assist the law firm of Debevoise & Plimpton in connection with the defense of class action securities fraud litigation pending against the Debtors and Officers and Directors in the United States District Court for the Central District of California and in the Los Angeles County Superior Court. The Debtors and Christensen Miller are planning to enter into an engagement letter memorializing this representation and Christensen Miller also is planning to enter into separate engagement letters with the Officers and Directors regarding this matter. According to Mitchell C. Sussis, the Debtors' Corporate Secretary, the Debtors have agreed to this joint representation based upon their belief that no current conflict exists among the Debtors and these Officers and Directors and that this joint representation will be cost efficient and beneficial to all parties. Christensen Miller submits that, because the Debtors and the Officers and Directors had an immediate need for representation with regard to these matters and Christensen Miller began its representation before the terms of this engagement were finally memorialized, the approval of Christensen Miller's retention nunc pro tunc to March 28, 2002 is fair and equitable in these cases. The professional services that Christensen Miller has rendered and will continue to render in this regard as local counsel include: A. preparing and/or assisting in the preparation of various motion papers and other documents filed with the Court; B. coordinating and handling the filing of documents with the Court; C. coordinating and handling the service of documents on parties; D. advising and conferring with Debevoise & Plimpton regarding local rules, practices, and procedure; E. meeting and conferring with opposing counsel with regard to motion practice and other matters; F. communicating with Court personnel regarding various matters; G. appearing in Court for hearings; and H. other tasks generally incidental to acting as local counsel. Mr. Sussis relates that the Debtors have selected Christensen Miller as special litigation counsel to assist Debevoise & Plimpton on the basis of Christensen Miller's considerable experience and knowledge in handling these types of litigation, particularly in the United States District Court for the Central District of California. The Debtors have been informed that Terry Christensen, Patricia L. Glaser and Sean Riley, partners of Christensen Miller, as well as other members of and associates of Christensen Miller who will be employed in connection with this representation, are members in good standing of, among others, the Bar of the State of California and the United States District Court for the Central District of California. The Debtors will compensate Christensen Miller on an hourly basis at rates consistent with the rates charged by Christensen Miller in non-bankruptcy matters of this type. The hourly rates proposed to be charged by Christensen Miller in connection with this representation range from: Partners $350 to $525 per hour Associates $165 to $325 per hour Paralegals $110 to $150 per hour The Christensen Miller attorneys who will be working on this engagement will include: Terry Christensen $525.00 per hour Patricia L. Glaser $525.00 per hour Sean Riley $450.00 per hour William A. Wright $280.00 per hour (Global Crossing Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service, Inc., 609/392-0900) GLOBAL CROSSING: Reports 400% Increase in IP Data Traffic --------------------------------------------------------- Global Crossing announced that IP data traffic on its global network has been increasing rapidly since the beginning of the year. Reporting approximately 400% annualized increase in IP data traffic since January 2002, Global Crossing also announced network availability of 99.999% and a steady increase in new contracts for IP-based services, attesting to the stability, quality and performance of the network even as its financial restructuring process continues. Global Crossing's network, which was completed in 2001, connects more than 200 cities in 27 countries. The 400% growth in IP traffic does not include traffic on Global Crossing's Voice Over IP network, which now carries approximately 25% of the 4 billion minutes per month Global Crossing now supports. Global Crossing has developed one of the largest commercial VoIP networks in the world. The increase in IP data network traffic is attributed in some part to Global Crossing's continued focus on expediting solutions for its wholesale customers worldwide, including customers who chose to migrate to Global Crossing due to the cessation of operations by other pan-European providers. The network growth is also attributed to Global Crossing's demonstrated ability to provision new customers onto its backbone IP network in less than 24 hours and to continued improvement in network performance, which during the second quarter achieved and sustained 99.999% availability, the telecommunications industry's highest standard. "Global Crossing is delivering industry-leading network performance," said Bill Palumbo, CEO of Matrix NetSystems, an independent Internet performance measurement and management services company. "Based on Matrix NetSystems' analysis, Global Crossing's network has demonstrated quality metrics that are consistent with a top carrier, a distinguishing performance in today's challenging industry scenario," he added. During the first six months of 2002, Global Crossing sold a variety of IP data service solutions to dozens of wholesale carrier and enterprise customers ranging from ISPs to research and education networks and global corporations in nearly every region of the world. In the past four weeks alone, more than 15 new contracts have been signed with some of the largest communications companies in Europe. Of the 15 new contracts signed in Europe, nine are with new customers. "We offer our worldwide customers a reliable, secure and quick solution to their communications needs," said John Legere, Global Crossing's chief executive officer. "This growth in business with our existing customers and the addition of new customers to our roster are clear signs of increasing confidence that Global Crossing will become one of the first telecom companies to execute a successful turn-around. With much of the hard work of restructuring and massive cost reduction behind us, we look forward to emerging with our loyal customer base intact, an unmatched global network in place, a new ownership structure, and a healthy balance sheet." In response to the influx of European and particularly Scandinavian business, Global Crossing has installed a new IP node at the Norwegian Internet exchange in Oslo. The node, which took only 14 days to implement, will connect ISPs and other carriers to Global Crossing's integrated global network. "Companies feel secure knowing that they are using a network that is proven reliable and global in reach," Legere added. "We have kept the confidence of our customers and have in fact signed new customers throughout the restructuring process while demonstrating the speed with which we can respond to a surge in demand. Our customers appreciate the efficiency with which Global Crossing is able to find a solution for incumbents and ISPs who have been let down by their providers or are concerned about the operational and financial stability of other carriers." The increase in sales of IP Transit and International Private Lines has made Copenhagen one of the largest IP nodes on Global Crossing's 160,000-route km backbone network. Traffic on the node is currently running at 1.9Gbit/s calculated on a 33-day average and the increased volume of traffic has necessitated an upgrade in capacity to 2.5Gbit/s to meet demand. Projected increases in traffic have made it necessary to bring forward to mid-July a further upgrade in capacity to a total of 5Gbit/s. Completed in February 2001, the 2,150-route km Scandinavian Ring enables multinational corporations and other telecom operators to gain access to and from the Nordic region. It connects Copenhagen, Malmoe, Stockholm, Gothenburg and Oslo to Global Crossing's IP network worldwide. Global Crossing was also the first company to connect Denmark, Sweden and Norway to Europe, North and South America and Asia on one, seamless network with single-hop capability. To learn more about Global Crossing's previously announced growth statistics associated with its VoIP network, please visit: http://www.globalcrossing.com/xml/news/2002/may/07.xml Global Crossing also announced that it is continuing to exceed operational targets, and that it filed its May Monthly Operating Report with the court. For more information, please visit: http://www.globalcrossing.com/xml/news/2002/july/08.xml Global Crossing provides telecommunications solutions over the world's first integrated global IP-based network, which reaches 27 countries and more than 200 major cities around the globe. Global Crossing serves many of the world's largest corporations, providing a full range of managed data and voice products and services. Global Crossing operates throughout the Americas and Europe, and provides services in Asia through its subsidiary, Asia Global Crossing. On January 28, 2002, Global Crossing and certain of its affiliates (excluding Asia Global Crossing and its subsidiaries) commenced Chapter 11 cases in the United States Bankruptcy Court for the Southern District of New York and coordinated proceedings in the Supreme Court of Bermuda. On the same date, the Bermuda Court granted an order appointing joint provisional liquidators with the power to oversee the continuation and reorganization of the Bermuda-incorporated companies' businesses under the control of their boards of directors and under the supervision of the U.S. Bankruptcy Court and the Supreme Court of Bermuda. On April 23, 2002, Global Crossing commenced a Chapter 11 case in the United States Bankruptcy Court for the Southern District of New York for its affiliate, GT UK, Ltd. Global Crossing does not expect that any plan of reorganization, if and when approved by the Bankruptcy Court, would include a capital structure in which existing common or preferred equity would retain any value. Please visit http://www.globalcrossing.comor http://www.asiaglobalcrossing.comfor more information about Global Crossing and Asia Global Crossing. GLOBAL CROSSING: Surpasses May 2002 Operating Plan Targets ---------------------------------------------------------- Global Crossing filed a Monthly Operating Report with the U.S. Bankruptcy Court for the Southern District of New York, as required as part of its Chapter 11 reorganization process. Global Crossing also announced that it continued to meet performance targets that were established for its non-Asian entities and presented to creditors in early March. For the month ending May 31, 2002, Global Crossing exceeded all performance targets, including service revenue, operating expenses and cash in its bank accounts. "Our latest results signal that we are well on our way to completing a successful reorganization and that the turn-around plan we began implementing last year has been tremendously effective," said John Legere, Global Crossing chief executive officer. "Many telecommunications companies are restructuring, and many CEOs have recently announced strategies to refocus their service offerings, lower costs, sell non-core assets, lower headcount, lower operating costs, and dramatically cut capital expenses. The real question is: can that be done without losing customers or harming your franchise?" Mr. Legere continued, "We announced and initiated our restructuring efforts in 2001 and since then have continued to take all necessary steps to restructure our company. Having taken these steps, our customers, our network and our strategic differentiation are intact. I am very proud of what this team has accomplished, and appreciative of the support our customers, both new and old, have shown." Operating Results for Non-Asian Entities In May 2002, Global Crossing's non-Asian entities beat Service Revenue targets set forth in the operating plan by $10 million. Actual results were $245 million in Service Revenue, compared to a target of $235 million in the operating plan. Service EBITDA exceeded plan goals, with actual results reflecting a $13 million loss compared to a targeted loss of $18 million. Total cash in bank accounts was also higher than targets set forth in the operating plan, with $880 million as of May 31, 2002, compared to a plan of $735 million. The aggressive cost- cutting required in the operating plan was ahead of schedule, with operating expenses of $71 million in May, lower than the $75 million in the plan, and approximately 40% lower than the run rate for operating expenses at the end of 2001. "We have successfully lowered operating expenses month-over- month, met all our goals for Services Revenue, improved network performance, and retained customers. What's more, we have continued to win new customers even though our plan assumed we wouldn't during our chapter 11 proceeding," said Mr. Legere. "This is a testament to the underlying value of the network we completed last year and the commitment of our team to taking care of our customers and ensuring the highest possible service levels." IP Traffic Increases, Network Availability Reaches 99.999% Internet demand has grown steadily since the beginning of 2002, and in June Global Crossing recognized an increase in worldwide IP data traffic of approximately 400% since January on an annualized basis. Global Crossing's network, which was completed in 2001, connects more than 200 cities in 27 countries. The 400% growth in IP traffic does not include traffic on its Voice Over IP network, which now carries approximately 25% of the 4 billion minutes per month Global Crossing now supports. The increase in IP data network traffic is attributed in some part to Global Crossing's continued focus on expediting solutions for its wholesale customers worldwide, including customers who chose to migrate to Global Crossing due to the cessation of operations by other pan-European providers. The growth in network traffic is also attributed to Global Crossing's demonstrated ability to provision new customers onto its network in less than 24 hours without a decline in network performance. During the second quarter, network performance achieved and sustained 99.999% availability, the telecommunications industry's highest standard. MOR Results Global Crossing today filed a Monthly Operating Report with the U.S. Bankruptcy Court for the Southern District of New York, as required by its Chapter 11 reorganization process. These consolidated results include Asia Global Crossing and revenue from sales of capacity in the form of IRUs that occurred in prior periods, recognized ratably over the life of the relevant contracts. Results reported in the MOR include the following: For continuing operations in May 2002, Global Crossing reported consolidated revenue of approximately $262 million. Consolidated operating expenses were reported at $86 million, while access and maintenance costs were $205 million in May 2002. In addition, Global Crossing reported a consolidated GAAP (Generally Accepted Accounting Principles) cash balance as of May 31, 2002 of approximately $1,230 million, including $394 million of cash held by Asia Global Crossing. Global Crossing's $836 million cash balance excluding Asia is comprised of $439 million unrestricted cash, $331 million in restricted cash and $66 million of cash at Global Marine. Global Crossing reported a consolidated net loss of $137 million for May 2002. Consolidated EBITDA was reported at a loss of $29 million. Global Crossing provides telecommunications solutions over the world's first integrated global IP-based network, which reaches 27 countries and more than 200 major cities around the globe. Global Crossing serves many of the world's largest corporations, providing a full range of managed data and voice products and services. Global Crossing operates throughout the Americas and Europe, and provides services in Asia through its subsidiary, Asia Global Crossing. On January 28, 2002, Global Crossing and certain of its affiliates (excluding Asia Global Crossing and its subsidiaries) commenced Chapter 11 cases in the United States Bankruptcy Court for the Southern District of New York and coordinated proceedings in the Supreme Court of Bermuda. On the same date, the Bermuda Court granted an order appointing joint provisional liquidators with the power to oversee the continuation and reorganization of the Bermuda-incorporated companies' businesses under the control of their boards of directors and under the supervision of the U.S. Bankruptcy Court and the Supreme Court of Bermuda. On April 23, 2002, Global Crossing commenced a Chapter 11 case in the United States Bankruptcy Court for the Southern District of New York for its affiliate, GT UK, Ltd. Global Crossing does not expect that any plan of reorganization, if and when approved by the Bankruptcy Court, would include a capital structure in which existing common or preferred equity would retain any value. Please visit http://www.globalcrossing.comor http://www.asiaglobalcrossing.comfor more information about Global Crossing and Asia Global Crossing. DebtTraders says that Global Crossing Holdings Ltd.'s 9.625% bonds due 2008 (GBLX3) are trading at about 1.25. See http://www.debttraders.com/price.cfm?dt_sec_ticker=GBLX3for real-time bond pricing. ICG COMMS: Seeks Approval of Settlement with Sun Microsystems ------------------------------------------------------------- ICG Communications, Inc. and its subsidiaries and affiliates, debtors and debtors-in-possession, represented by Marion M. Quirk, Esq., with the Wilmington office of Skadden, Arps, Slate, Meagher & Flom LLP, submit a Motion asking Judge Peter J. Walsh for authorization to enter into a settlement agreement with Sun Microsystems, Inc. Prior to the Petition Date, Sun and Debtor ICG Equipment entered into a lease for certain telecommunications equipment. With respect to the Lease, after the Petition Date, Sun filed (i) a motion with this Court on January 24, 2001 wherein Sun asserted that it was entitled to adequate protection, and (ii) a proof of claim wherein Sun asserted administrative and unsecured claims against Equipment. During the past year, the parties have been negotiating resolution of these issues. Toward that end, on or about February 24, 2001, the parties entered into a Provisional Stipulation and Agreed Order for Adequate Protection of Sun Microsystems, which was approved by the Court. Pursuant to the Prior Order, provisional adequate protection payments were made by the Debtors to Sun in an aggregate amount of $1,836,529.75. The Prior Order preserved all parties' rights with respect to the subject matter of the Sun Motion, including, without limitation, whether the underlying equipment leases between Sun and the Debtors are true leases or secured financings, and whether Sun is entitled to greater or lesser adequate protection than was provided pursuant to the Prior Order. In light of the costs, risks and delays associated with litigation with respect to the outstanding issues between the parties, the Debtors desired to settle outstanding disputes with Sun. Accordingly, the Debtors negotiated a consensual settlement with Sun resolving the outstanding issues. The salient terms and conditions of the Sun Settlement Agreement are: (1) Allowed Claims. Sun will have an allowed administrative claim against Equipment in the amount of $3,435,530 and an additional allowed unsecured claim against Equipment in the amount of $16,000,000. Of the allowed administrative claim, $1,835,530 will be deemed paid by the interim payments received by Sun to date, leaving a remaining unpaid administrative expense claim of $1,600,000. All the claims and payments will be final and will not be subject to alteration, offset, or challenge by any party in interest. (2) Payment of Allowed Claims. The allowed unsecured claim of $16,000,000 against Equipment will be treated in accordance with the Debtors' Second Amended Joint Plan of Reorganization. The remaining unpaid portion of the allowed administrative claim ($1,600,000) will be paid to Sun by Equipment (or after the effective date of the Plan, by reorganized Equipment), in 12 equal monthly installments without interest, with the first payment due on the earlier of (i) June 30, 2002 or (ii) the effective date of the Plan. (3) Equipment Return. All equipment returned to Sun by the Debtors to date will be deemed final and Debtors acknowledge that they have no interest in the equipment. The Lease is deemed rejected as of the effective date of the Plan. (4) Mutual Releases. Sun and the Debtors release each other from any and all debts, demands, liabilities and claims related in any way to the Lease or communications under this Agreement. The Debtors submit that the Sun Settlement Agreement is highly favorable to the Debtors and their estates. The Debtors negotiated the best terms and conditions they could with respect to amounts owed under the Agreement, and, as a result, will be able to avoid the uncertainty, risks and costs of litigation with respect to the outstanding disputes between the parties. In addition, the Debtors believe that the terms of the agreement are fair, reasonable and appropriate. (ICG Communications Bankruptcy News, Issue No. 26; Bankruptcy Creditors' Service, Inc., 609/392-0900) ICG Services Inc.'s 13.5% bonds due 2005 (ICG5), with ICG Communications as the underlying issuer, are trading at about 4.5, DebtTraders reports. For real-time bond pricing, see http://www.debttraders.com/price.cfm?dt_sec_ticker=ICG5 IT GROUP: Committee Balks At Vacation Benefit Payments ------------------------------------------------------ According to Jeffrey M. Schlerf, Esq., at The Bayard Firm in Wilmington, Delaware, the Official Unsecured Creditors' Committee objects to The IT Group, Inc.'s motion for virtually unfettered authority to pay $8,000,000 or more of prepetition claims owed to present and former employees. The Debtors, the Committee charges, hasn't demonstrated the need or benefit to the estate with respect to those payments. Section 105(a) of the Bankruptcy Code and the "doctrine of necessity" do not justify the employee payments sought by the Debtors, particularly given the current posture of these Cases. "The amount at issue here ($8,000,000) is significant," Mr. Schlerf asserts. "That amount represents over 5% of the $105,000,000 paid by Shaw for its purchase of substantially all of the Debtors' assets." Mr. Schlerf points out that nothing in the Asset Purchase Agreement or its Amendment authorizes the Debtors to jettison the claims allowance process for employee claims. For example, as part of the first day pleadings, the Debtors already received authority from the Court to pay certain prepetition employee claims. Remaining employee claims are subject to a statutory cap. Moreover, payment of prepetition employee claims incurred within the 90 days prior to the Petition Date may be challenged as voidable preferences. By requiring employees to file proofs of claim in these Cases, the Court and the Committee can be assured that treatment of those claims be resolved as part of the claims allowance process. Mr. Schlerf further contends that the Bar Date has not yet passed and a liquidating plan has not yet been filed, much less confirmed, in these Cases. The claims allowance process is in its formative stages, and the Debtors do not explain why payment of employee claims must be made now. Accordingly, the Committee believes payment and treatment of employee claims is more appropriately addressed in a Chapter 11 plan. Mr. Schlerf states that there is no question that payment of prepetition claims outside of a plan constitutes extraordinary relief in a Chapter 11 case. Given the fact that virtually all of the PTO payments proposed to be made by the Debtors are to former employees, there is simply no justification for those payments to be made outside of a plan. All rights and defenses of the Debtors with respect to payment of those claims should be fully preserved for the benefit of all of the Debtors' creditors. (IT Group Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service, Inc., 609/392-0900) IMMUNE RESPONSE: Intends to Transfer Listing to Nasdaq SmallCap --------------------------------------------------------------- The Immune Response Corporation (Nasdaq: IMNR) announced its current intention to not implement a previously authorized one- for-four reverse stock split and to instead submit an application to the Nasdaq Stock Market(R) to move the Company's listing from the Nasdaq National to the SmallCap Market. In a meeting of the Company's board of directors, the board indicated that it currently does not intend to implement the one-for-four reverse stock split recently authorized at the annual meeting of the Company's stockholders. The split originally was contemplated as a possible tool to avoid delisting from the Nasdaq National Market by attempting to raise the Company's current stock price above $1 per share for 10 consecutive trading days prior to July 24, 2002 as required by Nasdaq. Instead, the Company intends to submit to Nasdaq an application to move its stock listing from the Nasdaq National to the Nasdaq SmallCap Market under interim rules adopted on January 2, 2002, by Nasdaq. Such rules allow for a 180-day grace period for companies whose stock price was below the $1 minimum threshold. With the grace period, the Company would have until October 24, 2002 to achieve the stock price minimum. If the Company's application is approved and it does not achieve that minimum, it could request an additional 180-day grace period, which, if granted, would extend the period until April 24, 2003, if the Company had either equity of $5 million or a market capitalization of $50 million. "The board and management are committed to moving ahead with plans to improve the Company's financial position," said Dr. Carlo, president and chief executive officer of The Immune Response Corporation. The original deadline for possible delisting from Nasdaq is July 24, 2002. Co-founded by medical pioneer Dr. Jonas Salk and based in Carlsbad, Calif., The Immune Response Corporation is a biopharmaceutical company developing immune-based therapies designed to treat HIV, autoimmune diseases and cancer. The Company also develops and holds patents on several technologies that can be applied to genes in order to increase gene expression or effectiveness, making it useful in a wide range of therapeutic applications for a variety of disorders. Company information is available at http://www.imnr.com INACOM CORP: Gets Nod to Bring-In Hahn Loeser as Special Counsel ---------------------------------------------------------------- Inacom Corp. and its debtor-affiliates sought and obtained authority from the U.S. Bankruptcy Court for the District of Delaware to employ Hahn Loeser & Parks LLP as special counsel in connection with investigating and prosecuting the Debtors' avoidance actions against professionals. The Debtors now are examining and pursuing avoidable transfers of the estate under Chapter 5 of the Bankruptcy Code. Certain transfers were made to professionals during the 90-day period prior to the Petition Date, and these transfers need to be examined, and if necessary, prosecuted and recovered for the benefit of all creditors. The Debtors submit that Hahn Loeser is a "disinterested person" as defined in the Bankruptcy Code and does not hold or represent any interest adverse to the estates on which Hahn Loeser is employed. Hahn Loeser will charge the Debtors its customary hourly rates: Lee D. Powar, Esq. $440 per hour Jean R. Robertson, Esq. $260 per hour Nancy A. Valentine, Esq. $160 per hour Colleen M. Beitel, Legal Assistant $145 per hour Inacom Corp. filed for Chapter 11 petition on June 16, 2000. Laura Davis Jones and Christopher James Lhulier at Pachulski Stang Ziehl Young & Jones PC represent the Debtors in their restructuring efforts. INDUSTRIAL RUBBER: Closes Series of Four Financing Arrangements --------------------------------------------------------------- In a series of four transactions, the last three of which were closed on June 28, 2002, Industrial Rubber completed the replacement of the Company's existing short term debt totaling $3,942,144.78. Two long term secured loans were closed on June 28, 2002; one for $1,600,000 (at a fixed rate of 7.75% payable monthly over 7 years) with Northland Foundation of Duluth, Minnesota, and the other for $1,000,000 (at a floating rate of 2% above Wall Street Journal Prime, adjusted monthly, payable monthly over 10 years) with Northern State Bank of Virginia, Minnesota. The Northland Foundation loan is secured by the Company's machinery and equipment at Hibbing, Minnesota and West Jordan, Utah. The Northern State Bank loan is secured by mortgages on some of the Company's real estate and the Company's furniture, fixtures, tools, molds and vehicles. The proceeds of these two loans were paid to U.S. Bank National Association to pay off a portion the Company's existing loan with U.S. Bank. The Company also entered into a loan with Itasca Business Credit Co. of St. Louis Park, Minnesota providing for up to $1,750,000 of operating line credit secured by inventory, accounts receivable, general intangibles and equipment. The operating line is payable on demand and provides for monthly installment payments of interest at a variable rate of 3.75% above the U.S. Bank Prime Rate. On June 28, 2002, $842,144.79 of this credit line was used to pay a portion of the Company's existing loan with U.S. Bank. The balance of the credit line, subject to availability under borrowing base requirements, is available to fund the Company's operations. As a condition to the June 28 closings, the Company completed on May 31, 2002 the sale of 1,250,000 shares of its common stock in a private placement. The purchaser of this stock, for which a Form 4 has been filed with the SEC, was the Trustee of the Company's 401K Plan who was acting for the benefit of Daniel O. Burkes, the Company's President, and Nancy J. Burkes, his spouse. The proceeds of this private placement, $500,000, were also used to pay off the Company's existing short term financing with U.S. Bank. These proceeds also reduced the Company's total outstanding debt. These four transactions paid off in full the Company's existing short term borrowing with U.S. Bank and replaced that short term borrowing with a combination of additional equity, long term borrowing and short term borrowing. The Company believes that these transactions will permit it to fund its proposed capital expenditures and operating requirements for at least the next year. At September 30, 2001, Industrial Rubber had a working capital deficit of about $2 million. INNOVATIVE GAMING: Appoints Laus Abdo as New CEO and Director ------------------------------------------------------------- Innovative Gaming Corporation of America (Nasdaq: IGCA) announced that that its President and Chief Financial Officer, Laus M. Abdo, has been appointed Chief Executive Officer of the Company. Mr. Abdo has also been named to the Board of Directors and will continue to serve as President and CFO. Tom Foley, Chairman of the Board of IGCA and outgoing interim Chief Executive Officer, said, "IGCA's directors have great confidence in Mr. Abdo's ability to manage the Company. In his tenure as President and CFO, Mr. Abdo has dramatically improved the financial status of the Company through sharply increased revenues and a truly remarkable degree of expense reduction. His financial and gaming expertise have proved to be an invaluable resource to the Company. Under his leadership we expect to continue the momentum." Mr. Abdo, who joined the Company in September 2001, is a widely respected turnaround expert whose experience includes the arrangement and structuring of private debt and equity financing for real estate, gaming and leisure companies. Mr. Abdo also previously served as Chief Financial Officer and Director of a gaming-related real estate company, and spent a combined nine years with Wall Street giants Paine Webber and Smith Barney. His expertise includes financial analysis, valuation, transaction structuring and market feasibility for national gaming companies as well as independent developers and investors. "I'm honored to have earned the trust of ICGA's directors," said Mr. Abdo, "and I hope to reward their faith many times over. The prospects for this company are truly exciting and I'm pleased to have the opportunity to lead the way into a new era of success for IGCA. We have made tremendous progress in restructuring IGCA over the past six months and look forward to focusing our resources on our core competencies in the gaming equipment industry. We have completed approximately 90% of the operational restructuring and should conclude shortly with the financial restructuring. The fundamentals of the business continue to improve and all of the trends are in our favor. The Company's product offerings and product development has improved dramatically over the past few months and our sales pipeline continues to grow." Separately, the Company announced that Tibor Vertes had requested that his nomination for election to the Board of Directors be withdrawn. Mr. Vertes expressed a desire to avoid any indication that he was asserting control over the Company prior to receipt of shareholder and gaming approvals for the proposed merger of GET USA, Inc. and IGCA. Innovative Gaming Corporation of America, through its wholly- owned operating subsidiary, Innovative Gaming, Inc., develops, manufactures and distributes fast playing, high-entertainment gaming machines. The Company distributes its products both directly to the gaming market and through licensed distributors. Innovative Gaming Corporation's March 31, 2002 balance sheet shows a working capital deficit of about $900,000. INTEGRATED HEALTH: Enters Settlement Re Semelberger Facilities -------------------------------------------------------------- Integrated Health Services, Inc. and ten of its subsidiaries sought and obtained the Court's approval to implement a Settlement Agreement with owners of ten Facilities located in the Sates of Ohio and Pennsylvania. The Settlement Agreement provides for, among other things, the conversion of the prior relationship under which the IHS Entities were managers of the Facilities to a new relationship under which the IHS Entities will lease and operate the Facilities. Before commencement of these chapter 11 cases, the ten IHS Entities were parties to management agreements pursuant to which the IHS Entities were engaged and retained to manage ten healthcare facilities respectively. These Facilities are indirectly owned by the Jack S. Semelsberger, Sr. Trusts and their affiliated entities (Health Care Industries Corporation, Health Care Management Corporation, and Galath Holdings, Inc.), and directly owned by their subsidiaries. The Semelsberger Subsidiaries that directly own the Facilities are: * Southern Hills Health and Rehabilitation Center, Inc., * Hickory Creek of Athens, Inc., * Hickory Creek Nursing Center, Inc., * Arcadia Nursing Center, Inc., * Scenic Hills Nursing Center, Inc., * Indiana Hills Nursing Center, Inc., * Eagle Creek Nursing Center, Inc., * Bon-Care, Inc. d/b/a Indian Creek Nursing Center, Inc., * Minster Nursing Center, Inc. d/b/a Heritage Manor Nursing Home, Inc., and * Sycamore Creek Nursing Center, Inc. The Debtors that operate the Facilities are: * Integrated Health Services At Sycamore Creek, Inc., (IHS-SC), * Integrated Health Services At Indian Creek, Inc., (IHS-IC), * Integrated Health Services Of Athens, Inc., (IHS-AT), * Integrated Health Services Of Eagle Creek, Inc., (IHS-EC), * Integrated Health Services Of Arcadia, Inc., (IHS-AR), * Integrated Health Services Of Heritage Manor, Inc., (IHS-HM), * Integrated Health Services of Hickory Creek, Inc., (IHS-HC), * Integrated Health Services Of Scenic Hills, Inc., (IHS-SCH), * Integrated Health Services At Southern Hills, Inc,, (IHS-SOH), * Integrated Health Services Of Indian Hills, inc., (IHS-IH). The Debtors suffered from diminished payment of management fees, and in some cases, the absence of any payment, and their entitlement to management fees was challenged by the Nursing Homes on various grounds, including breach of contract and unjust enrichment, and the Nursing Homes asserted claims based on these allegations. Each of the Nursing Homes filed proofs of claim in excess of $1 million, bringing the aggregate to an amount in excess of $10 million. The proofs of claim are assigned claim numbers: 10203, 10206, 10228, 10231, 10212, 10234, 10215, 10209, 10239 and 10237. The Debtors determined that perpetuation of the situation was unacceptable. They tried to change it. The Management Agreements expired but their effective expiration dates have been a matter of dispute. Efforts to restructure the management relationship with the Nursing Homes did not work either. Negotiations resulted in a Settlement Agreement between the parties. If executed, this would result in the conversion of the prior management relationship to the leasing and operation of the Facilities by the IHS Entities. The Debtors believe that a tenancy rather than a management role would enable them to have better control over the Facilities. The Debtors anticipate that, this new relationship, predicated upon the proposed rent costs, will reliably contribute in excess of $3 million dollars annually of earnings before interest, taxes, depreciation and amortization. In addition, the Settlement Agreement will resolve a certain adversary proceeding filed by IHS (Adversary Proceeding No. 02- 01745, in which IHS sought to avoid alleged preferential transfers in the aggregate amount of approximately $200,000 pursuant to section 547 of the Bankruptcy Code. The Settlement Agreement Leases Each of the IHS Entities and the Nursing Homes will execute its respective Lease. Each Lease contains an option to purchase the Facility and contains provisions pursuant to which the business operations of each facility will be transferred to the respective IHS Entity. The Leases are substantially identical. Among other things, each lease provides for a term up to April 30, 2013, unless terminated sooner. Moraine Management Agreement IHS-HC, as the manager, and Hickory Creek Nursing Center, Inc., one of the Nursing Homes, as the owner, will enter into a Management Agreement, dated as of January 1, 2002. Pursuant to the Moraine Agreement, IHS-HC shall manage the Hickory Creek Nursing Center on an interim basis for a monthly fee at the rate of 4% of gross revenue, net of certain allowances. The Management Agreements On the Effective Date, the pre-Chapter 11 Management Agreements shall terminate. Releases Each of the HCI Entities and the Nursing Homes shall release IHS and each of the IHS Entities. In reciprocation, IHS and each of the IHS Entities shall release each of the HCI Entities and Nursing Homes. However, claims or causes of action arising from or related to third party claims shall not be released, but if subsequently asserted by the Nursing Homes or the HCI Entities against the Debtors shall be limited to the claim status in the IHS Chapter 11 proceedings and be entitled to no greater payment or distribution as the third party claim itself would have had against the Debtors. The Adversary Proceeding The Adversary Proceeding shall be discontinued with prejudice. Governing Law The laws of the State of Ohio shall govern the Settlement Agreement. License and Permits The tenant shall be required, at its sole cost and expense, to acquire and maintain all licenses and permits needed to operate the premises, including, but not limited to, certifications for reimbursement and licensure, and Medicare and Medicaid provider reimbursement agreements. It is the intention of the parties that the IHS Entities will assume the Nursing Homes' Medicare provider reimbursement numbers and provider reimbursement agreements. The United States Department of Justice has confirmed that as of May 30, 2002, there are no outstanding overpayments or civil monetary penalties (CMPs) due from the Facilities. CMS has not concluded its inquiry regarding CMPs and reserves its right to demand payment of any outstanding CMPs if the IHS Entities take assignments of the Medicare provider numbers and provider reimbursement agreements. It is also anticipated that the IHS Entities will obtain Medicaid Provider reimbursement numbers and provider reimbursement agreements in the State of Ohio and Pennsylvania. In this regard, there is no successor liability in the State of Ohio, and the Nursing Homes have agreed to indemnify the IHS Entities for any Medicaid liability relating to those Facilities which are located in the State of Pennsylvania. Pursuant to sections 105(a), 363(b), 365, 502 and 1146(c) of the Bankruptcy Code, the Court granted the motion in its entirety, authorizing the Debtors to: (1) terminate the Management Agreements, (2) implement a Settlement Agreement, (3) enter into 9 non-residential leases and 1 interim management agreement for the ten Semelberger Facilities. Judge Walrath makes it clear that, absent further order of the Court, each of the Nursing Homes shall have the right to enforce the terms of the Leases and the Moraine Interim Management Agreement, without any requirement to obtain relief from the automatic stay. Judge Walrath also directs that, any allowed claim of any of the Nursing Homes for damages, indemnity or other monetary compensation against any of the Debtors under any of the Leases or the Moraine Interim Management Agreement shall constitute an expense of administration under Section 503(b)(1(A) of the Bankruptcy Code. (Integrated Health Bankruptcy News, Issue No. 39; Bankruptcy Creditors' Service, Inc., 609/392-0900) KAISER ALUMINUM: Seeks Okay to Hire Feinberg as Special Counsel --------------------------------------------------------------- Kaiser Aluminum Corporation and its debtor-affiliates urge the Court to approve their retention of The Feinberg Group as special counsel for analysis, evaluation and treatment of personal injury asbestos claims in their Chapter 11 cases, nunc pro tunc to April 18, 2002. Patrick M. Leathem, Esq., at Richards, Layton & Finger P.A. in Wilmington, Delaware, avers that, given the significance of asbestos liability on the Debtors' overall restructuring efforts, the Debtors have selected Feinberg because of its expertise and its consequent ability to perform the required professional services efficiently, expeditiously and effectively. Feinberg is one of the leading law firms in the nation that concentrate in the analysis and restoration of mass tort claims. Members of the firm have served as court appointed special masters or neutrals or as counsel, expert, or advisor to one of the parties in virtually every significant complex mass tort matter in the United States, including asbestos personal injury cases. Accordingly, Mr. Leathem tells the Court that Feinberg will render these services: A. Analysis and valuation of personal injury asbestos claims; B. Development of forms and procedures for the treatment of personal injury asbestos claims; C. Design of potential compensation systems; D. Management of experts in economic analysis and evaluation; and, E. Strategic advice regarding evaluation and treatment of personal injury asbestos claims and various experts and expert methodologies. As compensation for its services, Mr. Leathem maintains that Feinberg will be paid a minimum of $65,000 per month, subject to approval of this Court. This minimum payment will be adjusted yearly to reflect the average monthly fees Feinberg would receive if it had charged the Debtors its fees on an hourly basis. According to Mr. Leathem, Feinberg will calculate its hourly fees -- Hourly Rate Amount -- for services rendered on a monthly basis, and if those fees exceed the minimum payments received by Feinberg throughout the prior year, Feinberg will be entitled to seek compensation on a yearly basis of the difference between the Hourly Rate Amount and the minimum payments actually received. The firm is also entitled to expense reimbursement in connection with its services in the Debtors' cases. Feinberg's current hourly billing rates: Professionals Rates --------------- ------- Partner $450-600 Senior Counsel 350 Associate Counsel 300 Associate (mid-level) 200-275 Junior Associate 150 Law Clerk 150 Software Analyst 150 Legal Assistant 95-115 Feinberg has not provided any services to the Debtors prior to the Petition Date and has not been compensated for any services rendered to the Debtors postpetition. Deborah E. Greenspan, a partner of The Feinberg Group, informs the Court that Feinberg's research of its relationship with interested parties to these cases indicate that the firm has not represented and does not currently represent any of these entities in matters related to these Chapter 11 cases. Ms. Greenspan further discloses that Ken Feinberg is currently Special Master of the September 11th Victim Compensation Fund of 2001. Both Mr. Feinberg and other attorneys and professionals at the firm have been designated as special employees of the U.S. Government for purposes of working on the Fund. This employment is being performed on a pro bono basis. In addition, Feinberg has served as a neutral mediator in a mediation in which Chase Bank was a plaintiff prior to the JP Morgan merger. This mediation was wholly unrelated to this bankruptcy filing. (Kaiser Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service, Inc., 609/392-0900) KAISER ALUMINUM: Peter Bunin to Lead Flat-Rolled Products Unit -------------------------------------------------------------- Kaiser Aluminum named Peter S. Bunin, 46, as vice president and general manager of the company's Flat-Rolled Products business unit based in Trentwood, Wash. "Over the past year, the FRP business has enhanced its position as 'Best in Class' in customer service as measured by delivery performance and product quality," said Jack A. Hockema, Kaiser's president and chief executive officer. "In particular, Trentwood has achieved 98% on-time delivery so far this year. That's an all-time record. Along with the entire team at Trentwood, Pete has been a key part of this success -- and we are confident that his leadership will ensure continued excellence in this business." Bunin has held the FRP position on an acting basis since April 2001. Prior to that, he was vice president and general manager of Materials and Engineering for the company's Engineered Products business. He joined Kaiser in 1996 as vice president and general manager of Raw Materials for Engineered Products. Before joining Kaiser, he held senior management positions with Ampco Metals and Outokumpu Copper. Bunin holds a bachelor of science degree in mechanical engineering from the Massachusetts Institute of Technology and an MBA from the Harvard University Graduate School of Business. Kaiser Aluminum Corporation (OTCBB:KLUCQ) is a leading producer of alumina, primary aluminum and fabricated aluminum products. Kaiser Aluminum & Chemicals' 12.75% bonds due 2003 (KAISER2), DebtTraders says, are quoted at a price of 17. See http://www.debttraders.com/price.cfm?dt_sec_ticker=KAISER2for real-time bond pricing. KATHERINE HILL: Files for Receivership in Canada ------------------------------------------------ The Katherine Hill Shop Limited c.o.b. as Chez Catherine, an international high fashion European designer retailer for 30 years, has filed for bankruptcy. Perry Krieger & Associates Inc., has been appointed Receiver Manager. A true entrepreneur, Catherine Hill opened her first store in 1972 and filled it with the fashions that most women dream of and search for. She was the first to introduce Giorgio Armani, Valentino and Versace to the Toronto market. Best known for the labels she carried exclusively including Christian Dior, John Galliano and Emanuel Ungaro, her Hazelton Lanes store has dressed an endless number of Toronto's elite and international socialites. Chez Catherine continued in Hazelton Lanes in the face of numerous landlord changes, disrupting construction and an absence of neighbouring tenants for the past several years. With the expiry of the Chez Catherine lease, and with the current retail climate, Catherine Hill has chosen to close the boutique. LTV CORP: Travelers Casualty Want to File Late Proofs of Claim -------------------------------------------------------------- Travelers Casualty & Surety Company of America, fka Aetna Casualty & Surety Company, represented by David A. Levine, Esq., and Heather S. Case, Esq. of Blumling & Gusky, LLP, asks Judge Bodoh to permit it to file proofs of claim against The LTV Corporation and its debtor-affiliates after the Administrative Claims Bar Date of May 20, 2002. On October 1, 2001, Ms. Case reports that she filed a Notice of Appearance and Request for Service on behalf of Travelers. However, Travelers and its counsel were not served with copies of the pleadings leading to the issuance of the court order setting the Administrative Claims Bar Date, nor any other documents relevant to this proceeding. As a result, travelers and its counsel only recently learned of the Administrative Claims Bar Date -- after the date has come and gone. The Administrative Claims Order required the Debtors to serve copies of the order "on any entity from whom the Debtor purchased goods or services since the netry of the order for relief and whose administrative claim has not yet been paid in full or whose administrative claim remains in dispute." Nevertheless, Travelers was not served, as reflected in the Debtors' affidavit of service. Travelers is a creditor of the Debtors and seeks administrative expense priority to the extent that Travelers provided the Debtors with postpetition services relating to environmental and workers' compensation insurance bonds. Ms. Case requests that Judge Bodoh give Travelers leave of court to file administrative claims for the contingent and liquidated losses suffered as a result of having issued those portions of its environmental and workers' compensation bonds to the Debtors. The attached proofs of claim are in the amount of $41,817,000 for the workers' compensation bonds, and in the amount of $2,631,732.00 for the environmental bonds. (LTV Bankruptcy News, Issue No. 32; Bankruptcy Creditors' Service, Inc., 609/392- 00900) LTV Corporation's 11.75% bonds due 2009 (LTV2), DebtTraders reports, are quoted at a price of 0.5. See http://www.debttraders.com/price.cfm?dt_sec_ticker=LTV2for real-time bond pricing. LARAMIDE RESOURCES: Completes Debt Restructuring Transaction ------------------------------------------------------------ Laramide Resources Inc. (TSX VENTURE:LAM) has completed the non- brokered private placement of 1.4 million units at $0.10 per unit announced on April 25, 2002. Each unit consists of one common share and one common share purchase warrant exercisable until July 4, 2004 at a price of $0.20. The shares issued in the private placement are subject to a hold period until November 4, 2002; Three of the Company's four directors participated in the placement and insider participation totaled 800,000 units. Proceeds of the placement will be used to resume activity on the Company's existing resource assets as well as for working capital purposes. As part of the company's efforts to re-activate Laramide's portfolio of existing properties, the Company has entered into an option to purchase agreement with a private vendor to acquire 100% of a 140 acre claim package of surface and mineral rights in Zealand Township, Ontario approximately 15 km east of the town of Dryden in northwestern Ontario. The claims adjoin to the south Laramide's existing Goliath Project claims which in turn adjoin The Thunder Lake West Project of Corona Gold and Teck Corporation where previous work, including limited underground exploration and 74,579 meters of drilling in 266 holes, delineated an inferred mineral resource calculated by Teck in 1999 and reported by Corona as 2,974,000 tons grading 6.47 g/t gold. The newly acquired claims cover a prospective near surface target where there is a geological repetition of the volcanic- metasedimentary contact that is the host for the Thunder Lake West mineralization. A program to test this target including geophysics and drilling is planned. Terms of the purchase agreement call for Laramide to make staged payments totalling $100,000 cash by June 1, 2004 ($10,000 paid) plus a 2% NSR retained by the vendor. The next payment of $10,000 is due on the earlier of January 1, 2003 or Laramide initiating a diamond drill program on the claims. Finally, the Company reports that the debt restructuring transaction announced in March , 2002 and concluded in escrow on June 3, 2002 has closed. The transaction materially improved Laramide's balance sheet by reducing certain liabilities and exchanging convertible demand debt and accrued interest for $1.2 million in convertible preferred shares. These shares carry cumulative dividends with a yield equivalent of 5.75%. These dividends, amounting to $69,000, are payable annually and are secured in the event of non-payment by a general security agreement. The initial dividend on the preferred shares will be payable in June, 2003. LEGACY HOTELS: Will Release Second Quarter Earnings on July 18 -------------------------------------------------------------- Legacy Hotels Real Estate Investment Trust (TSE symbol: LGY.UN) will release its second quarter earnings on July 18, 2002 to be followed by a conference call that day at 4:30 p.m. Eastern Time. Participating on the call will be members of Legacy's senior management. Investors are invited to access the call by dialing 416-641-6659 or 1-800-387-2917. You will be required to identify yourself and the organization on whose behalf you are participating. A recording of this call will be made available beginning at 6:30 p.m. on July 18, 2002 through to 6:30 p.m. on July 25, 2002. To access the recording please dial 1-800-633-8625 and use the reservation number 20708647. A live audio webcast of the second quarter conference call will be available via Legacy's website (www.legacyhotels.ca). An archived recording of the webcast will remain available on the website until the next quarterly conference call. Legacy is Canada's premier hotel real estate investment trust with 22 luxury and first class hotels and resorts across Canada with approximately 10,000 guestrooms. The management companies of Fairmont Hotels & Resorts Inc. operate all of Legacy's properties. * * * * As previously reported in the June 21, 2002 issue of the Troubled Company Reporter, Standard & Poor's lowered its long- term corporate credit and senior unsecured debt ratings on Legacy Hotels Real Estate Investment Trust to double-'B'-plus from triple-'B'-minus. At the same time, the ratings on the Toronto, Ontario-based company were removed from CreditWatch, where they were placed February 14, 2001. The outlook is stable. LODGIAN INC: Balks At CCA's Attempt to Terminate Exclusivity ------------------------------------------------------------ According to Joseph D. Pizzurro, Esq., at Curtis Mallet-Prevost Colt & Mosle LLP in New York, CCA proposes filing its own plan of reorganization, which is essentially, for all practical purposes, a "plan of liquidation." Notwithstanding the far- reaching consequences that the termination would have on the Lodgian, Inc.'s estates and the fact that these proceedings, involving 106 debtors, are in the nascent stages of the reorganization process, CCA seeks to terminate the CCA Borrowers' right to file a plan of reorganization after CCA sat on its rights in connection with this Court's Order entered April 16, 2002, extending the Debtors' exclusivity until July 18, 2002. The CCA Exclusivity Termination Motion should be denied because: * CCA has not met its burden of proof in order to terminate the CCA Borrowers' exclusivity; * contrary to CCA's allegations, the CCA Borrowers have the ability to propose a confirmable Chapter 11 plan of reorganization; * termination of exclusivity will trigger severe consequences on the reorganization efforts of the Debtors resulting in a decrease in value of the remaining hotel properties owned by the Debtors; and * CCA will not suffer significant prejudice if the CCA Exclusivity Termination Motion is not granted. Mr. Pizzurro recounts that on April 16, 2002, this Court entered the Exclusivity Extension Order which extended the Debtors' exclusive period in which to file a Chapter 11 plan or plans through and including July 18, 2002. As no objection was filed by CCA with respect to the Exclusivity Extension Motion, CCA bears the burden of showing by a preponderance of the evidence that "something has changed" to justify altering the Court's prior determination in the Exclusivity Extension Order. Aside from alleging that the parties are at a "negotiation impasse," CCA has not offered a single shred of evidence to show that something has changed to justify altering the Court's prior determination as set forth in the Exclusivity Extension Order. Notwithstanding the Exclusivity Extension Order, Mr. Pizzurro submits that CCA still bears a "heavy burden" of proof under the Bankruptcy Code in seeking to terminate the Debtors' exclusive period. The Debtors submit that CCA has not met the rigorous standard of proof required under Section 1121(d) of the Bankruptcy Code. In fact, CCA fails to even address, much less specifically articulate, the standards for termination of exclusivity. Aside from the fact that CCA has not offered one scintilla of evidence in support of the termination of the exclusive periods, Mr. Pizzurro contends that none of the requisite factors for termination of the CCA Borrowers' exclusivity period are present in these proceedings. Specifically, the CCA Borrowers have not mismanaged their properties, there is no feuding between the Debtors' principals, and no opportunity has been wasted by the Debtors. To the contrary, the Debtors have been diligent in their efforts to reorganize their hotel properties and are actively engaged in the operation of their businesses. Since the Commencement Date, the Debtors' management has been consumed with the task of responding to requests of creditors, franchisors, and other parties-in-interest in the administration of the Debtors' estates. In addition to negotiations and obtaining court approval of debtor-in-possession financing and numerous adequate protections for certain utility companies, the Debtors' management devoted a significant amount of time in maintaining perhaps the Debtors' most valued asset -- its relationships with its hotel franchisors. Furthermore, Mr. Pizzurro adds that the Debtors' cases are both large and complex. The Debtors are one of the largest owners and operators of hotels located in the United States and Canada. The size and complexity of the Debtors' businesses, together with the Debtors' corporate structure and diverse financing arrangements, place heavy demands on the Debtors' management and personnel. Mr. Pizzurro points out that CCA has neither offered any evidence indicating that the Debtors are exerting pressure on their creditors as a way to make the creditors accede to the Debtors' reorganization demands. To the contrary, CCA is the party exerting pressure to force the CCA Borrowers to accede to its proposed plan of liquidation. The CCA Exclusivity Termination Motion states in no uncertain terms that "the plan CCA would propose would be predicated upon an auction sale of the Hotels," and that the motivation behind CCA's request to terminate exclusivity is to negotiate a "plan acceptable to CCA." When it is a creditor seeking to exert pressure to force the debtor to accede to the creditor's plan of reorganization and that plan is one for liquidation, the debtor's exclusive period should not be terminated. The CCA Exclusivity Termination Motion should be denied for this reason alone. Finally, Mr. Pizzurro states that the Debtors are current on all of their post-petition obligations and are not incurring substantial cash losses. Given this Court's approval of the Final Cash Collateral Order and the Final DIP Order, the Debtors have sufficient liquidity and are paying their bills as they become due. Instead of addressing the standards set forth in case law concerning "cause" under Section 1121(d) of the Bankruptcy Code, CCA focused its attention on the wholly unsupported allegation that the CCA Borrowers cannot propose a confirmable plan of reorganization and that the CCA Borrowers, as "Special Purpose Bankruptcy Remote" entities, cannot be considered as the subject of any plan proposed by the Debtors. Both of these contentions are without merit. CCA asserts that, because CCA is the holder of both a secured and an unsecured claim against the CCA Borrowers, there can be no impaired class of creditors who can vote in favor of a plan of reorganization without the blessing of CCA. Mr. Pizzurro tells the Court that this argument assumes not only that CCA will reject any plan proposed by the CCA Borrowers, but also presupposes the creation of only one unsecured class of unsecured creditors. By CCA's own admission, CCA is not the only party holding an unsecured claim against the CCA Borrowers. In the CCA Exclusivity Termination Motion, CCA recognizes that the "aggregate unsecured claims against Impac Hotels II, L.L.C. held by creditors unrelated to the Debtors is approximately $1,974,413" and "aggregate unsecured claims against Impac Hotels, III, L.L.C held by creditors unrelated to the Debtors is approximately $356,467." While the Debtors have sought the support of CCA with respect to its intentions concerning a plan of reorganization, in the event the Debtors cannot reach an agreement with CCA, Mr. Pizzurro states that the Debtors may, pursuant to Section 1122(a) of the Bankruptcy Code, separately classify the unsecured portion of CCA's claim as a separate creditor class under the Debtors' plan of reorganization. Therefore, the Debtors could still propose a confirmable plan of reorganization, provided that one impaired unsecured creditor class accepts the Debtors' plan. Furthermore, CCA's didactic recitation of the "Special Purpose Remote Entity" status of the CCA Borrowers in order to bolster its contention that they do not co-exist with the other Debtors is absurd. Given the inter-dependent nature of the Debtors' business and operational activities, a resulting auction of the hotels owned by the CCA Borrowers could reduce the Debtors' ability to service its other hotels. Mr. Pizzurro informs the Court that the Debtors have attempted to avoid any sale of any of the Debtors' properties while in Chapter 11. An auction sale, as proposed by CCA, will lead to defections of key personnel which would impact the management of the other properties owned by the Debtors. The precipitous action of an auction sale could affect the value of the remaining hotel properties owned by the Debtors. In any event, the Debtors submit that issues pertaining to plan confirmation are more appropriate at a hearing to consider confirmation of a plan of reorganization given that the Debtors may be able to demonstrate a myriad of options regarding exit strategies from Chapter 11. At this juncture, however, the Debtors submit that this Court is not required to play the role of "fortune teller" in deciding whether to terminate exclusivity based on the unsupported allegations that the CCA Borrowers cannot confirm a plan. Clearly, the "confirmation" standard is just one of many components this Court may weigh in utilizing its discretionary power in determining whether to modify exclusivity pursuant to Section 1121(d) of the Bankruptcy Code and should not predominate the other factors left unaddressed by CCA. Mr. Pizzurro claims that terminating the CCA Borrowers' exclusivity will not move the Debtors' cases forward. Rather, due to the interdependent nature of the Debtors' businesses, termination of the CCA Borrowers' exclusivity will undoubtedly frustrate and delay the administration and plan formulation process with respect to the other Debtors. Terminating the CCA Borrowers' exclusive period at this time would have significant and far-reaching consequences which would jeopardize the Debtors' cases as a whole. For example, employee morale at the Debtors' businesses would be affected as employees of the Debtors may leave the employ of the Debtors if the CCA Borrowers' assets are sold for fear of other sales. Moreover, a termination of exclusivity and resulting auction sale could substantially increase the unsecured claims of the CCA Borrowers and other Debtors. Finally, and perhaps most importantly, CCA's proposed auction sale of the assets of the CCA Borrowers would adversely affect the management, and therefore the value, of other hotel properties of the Debtors. Mr. Pizzurro asserts that CCA will not suffer significant prejudice, as CCA suggests, if the CCA Exclusivity Termination Motion is not granted. The Debtors' cases were commenced only six months ago and negotiations are continuing with CCA. The Debtors submit that the drastic relief requested by CCA is not warranted given the benefits which inure and continue to inure to CCA while the Debtors are in Chapter 11. Furthermore, it seems disingenuous for CCA to argue, after only six months into these cases, that termination of the CCA Borrowers' exclusivity period is warranted since "the parties have exhausted any possibility of reaching a consensus" on a proposed plan structure acceptable to CCA. The Debtors submit that a recalcitrant negotiating posture should not, under any circumstance, form the basis for the drastic relief being requested in the CCA Exclusivity Termination Motion. Committee Objects George E.B. Maguire, Esq., at Debevoise & Plimpton in New York, New York, informs the Court that the Committee objects to the termination of exclusivity with respect to the CCA Borrowers at this time. CCA has not shown sufficient cause for termination, especially in light of the possible adverse effect on the Debtors' overall reorganization efforts. CCA bases its cause for termination of exclusivity on the prospective inability of the Debtors to confirm a consolidated plan of reorganization involving the CCA Borrowers with the consent of CCA. The Committee does not believe that CCA has established at this time that a consolidated plan can not be formulated that could be confirmed without CCA's consent. The Committee is in agreement with the Debtors that these issues are more appropriately addressed at a confirmation hearing. On the other hand, Mr. Maguire points out that the Debtors have stated that a termination of the CCA Borrowers' exclusivity at this time and the disposition of the CCA Borrowers' hotel properties could adversely affect the value of the Debtors' other hotel properties and overall reorganization efforts through: loss of employees; loss of management fee revenue; impairment the Debtors' ability to service their other hotel properties; and increase in unsecured claims against the Debtors. In light of the possible significant adverse effect on the Debtors' overall reorganization, the Committee does not believe that sufficient cause has been shown for termination of the CCA Borrowers' exclusivity period at this time. Mr. Maguire claims that the Debtors are at a critical point in the reorganization process. They are negotiating post- reorganization arrangements with their franchisors and in the due diligence process with potential providers of exit financing. Lodgian and the Committee are engaged in ongoing discussions regarding the formulation of a plan of reorganization. Lodgian's exclusivity period, as extended, will not expire before July 18. The Committee agrees with the Debtors that the termination of the CCA Borrowers' exclusivity at this time could have a significant adverse affect on their overall reorganization efforts. Holiday Responds According to Paul H. Silverman, Esq., at Alston & Bird LLP in New York, Holiday Hospitality Franchising Inc. is the licensor for certain of the hotels that are currently being operated by the CCA Borrowers and are the subject of the Motion. Holiday does have some concerns that are relative to the relief sought in the Motion and files this Limited Response. Presently, Mr. Silverman avers that the executory License Agreements under which the hotels are being operated as Holiday brand hotels have not been either assumed or rejected by the CCA Borrowers. CCA Borrowers will only be permitted to continue to control and operate the Holiday Hotels in accordance with the License Agreements with Holiday until that time as a decision is made to either assume or reject the agreements, so long as the License Entities continue to maintain and operate the properties in accordance with the licenses. A reading of the instant Motion discloses that movant has not identified the entity that would seek to operate the hotels in the future. A change of control will violate the terms of the License Agreements at the Holiday Hotels in question. In addition, Mr. Silverman points out that CCA has not addressed in the motion the effect of the deterioration of the physical condition of the Holiday Hotels. CCA's reference to an auction presumes the ability to satisfy Bankruptcy Code requirements treating with personal service agreements. Specifically, Holiday has been in negotiations with the Debtor in Possession regarding required and planned capital expenditures at each of the Holiday Hotels. Of particular concern is the present condition of the Holiday hotels at North Miami, Florida, Ft. Mitchell, Kentucky and Cincinnati, Ohio. The Debtor in Possession has indicated that an escrow is maintained that is used for capital expenditures and improvements at some of its properties and that it planned to utilize that escrow where necessary to correct capital deficiencies. Mr. Silverman adds that Holiday is also concerned about the status of the Holiday Hotels and whether either the CCA Borrowers or CCA intends to make the expenditures necessary to continue to maintain the Holiday Hotels in accordance with the standards set forth in the license agreements with Holiday. Holiday reserves its rights to move for relief from the automatic stay to terminate the license for these hotels for failure to maintain the properties in compliance with the Holiday standards or failure to operate the Holiday Hotels in accordance with the provisions of the License Agreement. Finally, Holiday reserves all rights with respect to any proposed plan of reorganization relative to the Holiday Hotels and the License Agreements with the Debtor in Possession. (Lodgian Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service, Inc., 609/392-0900) LOG ON AMERICA: Plans to File for Chapter 11 Protection in Del. --------------------------------------------------------------- Log On America, Inc. (OTC: LOAX.PK) -- http://www.loa.com-- announced that Earthlink has failed to pay certain fees under a Subscriber Acquisition Agreement and as a result, Log On has taken back the dial-up internet subscribers it had assigned to Earthlink pursuant to the Subscriber Acquisition Agreement. Earthlink failed to pay network fees for the month of July, as well as portions of the purchase price for the acquired subscribers. Accordingly, Log On America notified Earthlink of the defaults and discontinued service to Earthlink and recovered its dial-up customers as a result of said breach. Log On America has recovered approximately 17,000 of its retail dial-up customers representing approximately $5.5 million in annual revenue. In order to protect its assets and to reduce nearly $10 Million in debt, Log On America plans to file promptly a plan of reorganization under Chapter 11 of the U.S. Bankruptcy Code in the District of Delaware. Log On America Chairman and CEO stated, "With support for the plan, we expect the reorganization process to go smoothly and our operations to be unaffected. Our customers can expect the same customer care and service they have come to expect from Log On America over the past 10 years." Log On America is a full service provider of business communication technologies. We deliver a unique end-to-end customer experience from consultation through professional managed services. Our core services include: Business Telephone & Voicemail Systems, Dial-up & High-speed Internet Access, Website Creation & Hosting, Integrated Voice & Data Services, Server Collocation, Niche ASP Applications, Managed Service Level Agreements, and Network Consultancy, Architecture & Implementation (LAN, WAN, VPN). Our expertise lies in a wide array of business communication solutions all of which may be customized and scaled to the specific needs of your business today and in the future. MEASUREMENT SPECIALTIES: Forbearance Pact Extended Until Nov. 1 --------------------------------------------------------------- Measurement Specialties, Inc. (Amex: MSS) has successfully negotiated and executed an extended forbearance agreement with its lenders. This agreement provides that the lenders will forbear, until November 1, 2002, from exercising the rights and remedies available to them as a result of the Company's defaults under its credit agreement. The agreement is the critically important first step in the Company's broader restructuring plan announced June 19th. In a display of support for the proposed restructuring plan, the lenders have also agreed to extend additional credit under the Company's revolving credit facility as well as allow the Company to apply the proceeds from the sale/liquidation of certain Company assets against amounts outstanding under the revolving credit facility (rather than against amounts outstanding under the term loan as otherwise required by the credit agreement). As a condition to the agreement and the lenders' continued forbearance, the Company has agreed to pledge in favor of the lenders certain unencumbered assets, and must take certain actions and comply with strict financial covenants during the forbearance period. "Getting the lenders' support was step one", stated Frank Guidone, CEO. "We are not out of the woods yet", continued Mr. Guidone, "but we believe that this agreement gives us the time and liquidity we need to execute the restructuring, stabilize cash flow and reduce the bank debt to acceptable levels". The Company is in the process of preparing the financial statements to be included in its annual report on Form 10-K for the fiscal year ended March 31, 2002. At this time, the Company cannot accurately predict when audited financial statements will be available; accordingly audited financial statements may not be available on or before July 15, 2002. If the Company is not able to file its annual report on or before July 15, 2002, it is likely that the trading of its common stock on the American Stock Exchange will be halted until the annual report is filed. If the annual report is not filed within a reasonable period after a trading halt, the American Stock Exchange could initiate delisting proceedings against the Company. As previously disclosed, in the event that the Company's common stock becomes ineligible for trading on the American Stock Exchange, it will be more difficult to dispose of its common stock and to obtain accurate pricing information. Measurement Specialties is a designer and manufacturer of sensors, and sensor-based consumer products. Measurement Specialties produces a wide variety of sensors that use advanced technologies to measure precise ranges of physical characteristics, including pressure, motion, force, displacement, angle, flow, and distance. Measurement Specialties uses multiple advanced technologies, including piezoresistive, application specific integrated circuits, micro- electromechanical systems, piezopolymers, and strain gages to allow their sensors to operate precisely and cost effectively. METALS USA: Court Extends DIP Financing Investigation Period ------------------------------------------------------------ The Official Joint Committee of Unsecured Bondholders and Creditors of Metals USA, Inc., and its debtor-affiliates sought and obtained Court approval to extend the Investigation Period within which the Committee may: A. contest the findings of the DIP Order regarding the amount, validity, enforceability, perfection, priority, or unavoidability of the prepetition indebtedness or the Lenders' prepetition liens on the prepetition collateral; or B. assert any claims or causes of action against the prepetition Agent or the prepetition Lenders on behalf of the Debtors' estates. The DIP Order originally provided the Committee with a 90-day Investigation Period. This was extended to 180 days with the Court's entering of a first stipulation and agreed order to that effect on April 3, 2002. With the new stipulation, the prepetition lenders and post-petition lenders have agreed to extend the Investigation Period to the first hearing date for the approval of a disclosure statement filed in support of a formal chapter 11 plan. (Metals USA Bankruptcy News, Issue No. 15; Bankruptcy Creditors' Service, Inc., 609/392-0900) MPOWER HOLDING: Gets Court Approval to Retain Deloitte & Touche --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware approved Mpower Holding Corporation and its debtor-affiliates' application to retain Deloitte & Touche LLP as tax and valuation consultants. In this Engagement, Deloitte & Touche is expected to provide: a) property tax consulting services to assist the Debtors in attempting to reduce their real and personal property tax burdens for tax year 2002; b) preparation of the Debtors' federal and state income tax returns; c) tax consulting services, including sales and use tax consulting services as needed and as requested by the Debtors; d) valuation consulting services relating to the valuation of certain tangible and intangible assets of the Debtors for property tax purposes; and e) as may be agreed to by Deloitte, other professional services, as to Debtors, their attorneys, or financial advisors may, from time to time, request. Deliotte will bill at its hourly rates, which range from: Partner/Principal/Director $350 to $600 per hour Senior Manager $250 to $550 per hour Manager $180 to $430 per hour Senior Accountants/Consultants $135 to $230 per hour Staff Accountants/Consultants $100 to $180 per hour Administrative Assistants $60 per hour Mpower Holding Corporation and its affiliates are a facilities- based communications company offering local dial tone, long distance, Internet access via dial-up or dedicated Symmetrical Digital Subscriber Line technology, voice over SDSL, Trunk Level 1. The Debtors filed its pre-negotiated chapter 11 plan of reorganization and disclosure statement simultaneously with their chapter 11 bankruptcy protection on April 8, 2002. Pauline K. Morgan, Esq., M. Blake Cleary, Esq., Timothy E. Lengkeek, Esq. at Young, Conaway, Stargatt & Taylor and Douglas P. Bartner, Esq., Jonathan F. Linker, Esq. at Shearman & Sterling represent the Debtors in their restructuring efforts. When Mpower Holding filed for protection from its creditors, it listed $490,000,000 in total assets and $627,000,000 in total debts. Its debtor-affiliates, Mpower Communications listed $831,000,000 in assets and $369,000,000 in debts; Mpower Lease listed $242,000,000 in assets and $248,000,000 in debts. MURRAY INCOME: Files Certificate of Dissolution in Texas -------------------------------------------------------- NOTICE OF DISSOLUTION NOTICE is hereby given by Murray Income Properties I, Ltd. and Murray Income Properties II, Ltd. to their respective creditors and claimants, that both partnerships will be voluntarily dissolved by the filing of a Certificate of Dissolution in the Office of the Secretary of the State of Texas as soon as practicable, and that all creditors of and claimants against these partnerships are hereby required to present in writing (via certified mail return receipt requested) and in detail their claims, respective accounts and demands against these partnerships to: Mitchell Armstrong, PO Box 803264, Dallas, Texas 75380-3264 on or before the 30th day of September, 2002 or each of these respective partnerships will consider such claims, accounts and demands to be forever barred as against the property of such partnership and its partners. NEXTEL PARTNERS: Sets Q2 Results Conference Call for July 25 ------------------------------------------------------------ Nextel Partners, Inc., (NASDAQ:NXTP) will host its second quarter 2002 financial results conference call with its senior management. When: Thursday, July 25, 2002 Time: 11:00 AM - 11:45 AM EDT Title: "Second Quarter 2002 Financial Results" Dial-in: 888/323-9687 (Domestic) 212/547-0460 (International) Passcode: PARTNER Host: Alice Kang All participants are asked to dial in 10 minutes prior to the start of the conference call. If you are unable to participate, a playback of the conference call will be available through Friday, August 23: Domestic 888/568-0124, International 402/530-7791. The conference call will also be available via a live Webcast. To listen to the live call, please go to http://www.nextelpartners.comat least fifteen minutes early to register, download, and install any necessary software. For those who cannot listen to the live broadcast, a replay will be available shortly after the call. * * * As previously reported, Standard & Poor's downgraded Nextel Partners' $225 million Senior Unsecured Notes due 2009 to junk level. ORBITAL IMAGING: Wants to Stretch Plan Filing Time thru Dec. 1 -------------------------------------------------------------- Orbital Imaging Corporation wants an extension of its exclusive periods to file and solicit acceptances of a plan of reorganization. The Debtor wants to enlarge its exclusive plan filing period through December 1, 2002 and wants an extension of its exclusive time to solicit acceptances of that plan from creditors through January 31, 2002. The Debtor submits to the U.S. Bankruptcy Court for the Eastern District of Virginia that the extension is warranted because: -- the Debtor's case encompasses many complex issues; -- the Debtor has made significant progress in resolving issues facing their estates; -- an extension of the exclusive periods will facilitate negotiations among the various constituencies without prejudicing any party in interest; -- the Debtors' proposed financial advisors need the time to prepare the financial disclosures required for a plan; and -- the Debtor has been diligent in prosecuting other matters in its chapter 11 case to date. The Debtor relate that its primary focus since the Petition Date has been the stabilization of its business, reassurance of customers and negotiation of a plan with the various creditor constituencies that are or will be crucial to the implementation of a plan of reorganization. These constituencies include Orbital, the Committee and the holders of the Series A securities. Orbital Imaging Corporation filed for chapter 11 protection on April 5, 2002 in the U.S. Bankruptcy Court for the Eastern District of Virginia. Geoffrey A. Manne, Esq., Shari Siegel, Esq. and William Warren, Esq. at Latham & Watkins represent the Debtor in its restructuring efforts. When the Company filed for protection from its creditors, it listed assets and debts of over $100 million. OWENS CORNING: Secures Approval of Indian Unit's Restructuring -------------------------------------------------------------- Judge Fitzgerald approves Owens Corning's Omnibus Agreement by and among Owens Corning, Owens Corning (India) Limited, IPM, Inc., Archway Investments Limited, Mahindra & Mahindra, Ltd., The Bank of Nova Scotia (Mumbai Branch), International Finance Corporation, The Bank of Nova Scotia Asia Limited and Export- Import Bank of India. The Debtors are also authorized to execute each of the documents, and consummate each of the transactions contemplated thereby without further application to or order of the Court. Judge Fitzgerald further authorizes the Debtors to pay IPM (for forwarding to OCIL), or OCIL directly, on IPM's behalf, up to $1,500,000 upon the Closing Date so that IPM can subscribe to a capital call by OCIL. * * * As previously reported, OC India was organized under the laws of India in 1995 for the purpose of manufacturing, marketing, distributing and selling of advanced glass, fiber glass, composite materials and building materials. It owns and operates a manufacturing facility in Taloja, Maharashtra, India. The Debtor, through its non-debtor subsidiary IPM, currently holds a 50% common equity interest (minus one share) in OC India. The remaining ownership of the company currently is: Mahindra & Mahindra -- 26%; Archway -- 12%; IF&LS Trust -- 12% (less one share) and two initial subscribers who hold one share each. OC India currently has two outstanding credit facilities, each of which is secured by mortgages or security interests in substantially all of its assets: A) Term Loan Facility: In March 1997, pursuant to three separate loan agreements, BNS Asia, IFC and EXIM extended three separate term loan facilities to OC India of up to $60,000,000 in the aggregate. The Term Loan Facility is secured by an Indenture of Mortgage dated as of July 10, 1997 covering certain of OC India's assets. To date, approximately $57,000,000 is due and owing with respect to the Term Loan Facility. The Debtor is not a party to the Term Loan Facility, and did not guarantee any of the obligations under the Term Loan Facility. B) 2000 Letter Agreement: On May 26, 2000, pursuant to a Letter Agreement, BNS Mumbai agreed to lend OC India 900 million Indian rupees which is approximately equal to $20,000,000. The Rupee Loan Facility is secured by an Indenture of Mortgage and is subordinated in right of payment to the Term Loan Facility, and the mortgage and security interests of BNS are junior to those of the Senior Lenders. The Debtor is a guarantor with respect to the Rupee Loan Facility. To date, the entire principal amount under the 2000 Letter Agreement remains outstanding. Following a series of meetings held in India, Amsterdam, Hong Kong and London the parties came up with the key terms of a restructuring and settlement, which can be summarized as follows: A) The Debtors have agreed to assume, in an amended and restated form, the Ancillary Agreements including the Technology License Agreement, Type 30 Technology License Agreement, Alloy Services Agreement, Trademark and Trade Name License Agreement and Offtake Contract. The parties agree to move the termination dates through June 30, 2010. B) The Debtors have committed to take up to 32,000 tons of OC India products per annum. C) OC India has agreed to pay the Debtors and Mahindra & Mahindra certain accrued royalties and fees totaling $3,300,000 and $800,000, respectively. The $3,300,000 owed to the Debtor will be paid in two equal installments, with the first due at closing. A portion of these accrued fees ($1,500,000 from OC and $500,000 from Mahindra & Mahindra) will be used at closing by the Debtor and Mahindra & Mahindra to subscribe to a capital call from OC India as a result of which IPM will increase its common equity shareholding in OC India from 50% to 60%. The proceeds from this capital call will be used to pay BNS Mumbai the Rupee equivalent of $2,000,000 million in cash on the Closing Date. D) The Senior Lenders have agreed to extend their current debt maturities through June 15, 2009, reduce the interest rate on the Term Loan Facility and defer a portion for two years. In addition, the Senior Lenders have agreed to allow OC India to retain a portion of Excess Cash Flow for working capital purposes. E) In exchange for an allowed claim against the Debtor's estate on account of the BNS Guarantee in the amount of $19,493,177 and payment of $2,000,000 million in cash from the capital call, BNS Mumbai has agreed to convert the Rupee Loan Facility into secured convertible debentures, which if not redeemed in full by June 30, 2010, will be converted, on a mandatory basis, into 15% of the common equity of OC India on a fully diluted basis. OC will no longer guarantee OC India's obligations to BNS Mumbai. F) Mahindra & Mahindra and the AIG Investors have agreed to reduce their common equity ownership to 21.5% and 18.5% respectively, in order to allow IPM's equity interest in OC India to increase from approximately 50% to 60%. The Omnibus Agreement provides that by the Closing Date, the parties will have agreed upon and accomplished, among other things: A) The entry of a Final Order authorizing and approving the BNS Mumbai a Guarantee Claim in an amount of $19,493,177. B) The execution and delivery by the Parties of all the Transaction Documents and the Releases (both as defined in the Omnibus Agreement), in form and substance satisfactory to all Parties. C) Receipt by BNS Mumbai of the sum of $2,000,000, in Rupee equivalent. D) Receipt of proof reasonably satisfactory to each of the Parties that all conditions precedent to the closing of the BNS Restructuring Agreement and the BNS Letter Agreement have been met, and that the BNS Restructuring Agreement and the BNS Letter Agreement have closed. E) Receipt of proof reasonably satisfactory to the Shareholders that the common equity shareholding of OC India has been adjusted and that all necessary Indian governmental approvals have been obtained to these adjustment. F) Receipt of proof reasonably satisfactory to OC India shareholders including AIG Investors, M&M, IPM and OC that the conditions precedent set forth in the Amended and Restated AIG Investors Agreement have been fulfilled. G) Approval of the Amended OC India Articles by a special resolution of the shareholders, filing of such Amended OCIL Articles with the Registrar of Companies in India, and the Parties' receipt of proof reasonably satisfactory to the Parties that such filing has taken place. H) Receipt of proof reasonably satisfactory to the Senior Lenders that the conditions precedent set forth in the Amended Senior Agreements have been fulfilled. (Owens Corning Bankruptcy News, Issue No. 34; Bankruptcy Creditors' Service, Inc., 609/392-0900) Owens Corning's 7.7% bonds due 2008 (OWENC4), DebtTraders reports, are quoted at a price of 38.75. See http://www.debttraders.com/price.cfm?dt_sec_ticker=OWENC4for real-time bond pricing. POLAROID: Retirees' Committee Allowed to Pursue Insurance Claims ---------------------------------------------------------------- On June 12, 2002, the Retiree Committee reached a deal with Polaroid Corporation, its banks and its creditors that will allow the Retiree Committee to pursue claims on behalf of retirees against Polaroid's insurance company. The Retiree Committee intends to pursue various breach-of-fiduciary-duty claims related to termination of the health and welfare benefits against Polaroid's management, looking to satisfy those claims from Polaroid's $25 million insurance policy. The settlement would not preclude any individuals from pursuing other claims, including any claims related to Polaroid's Employee Stock Option Plan (ESOP) or claims that the PBGC might have relating to the pension plan. The settlement also provides for the payment of professional fees of the Retiree Committee incurred in connection with the expenses of the investigation of Polaroid over the last six months, up to $750,000. (Polaroid Bankruptcy News, Issue No. 19; Bankruptcy Creditors' Service, Inc., 609/392-0900) PRINTERA: Arranges Bridge Loan to Pay Overdue Suppliers' Claims --------------------------------------------------------------- Printera Corporation (PAC: TSX) has arranged a temporary loan facility to alleviate an overdue situation with certain trade suppliers. This bridge loan is an interim step in the overall refinancing of Printera. The loan will be repaid from the proceeds of an anticipated rights offering, details of which will be forwarded to all shareholders in the near future. Printera is a leading producer of high quality consumer labels focusing on major corporate clients in the beverage and food industries. PROVELL INC: Committee Seeks OK of Lowenstein Sandler Engagement ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of Provell, Inc. and its affiliated debtors asks the U.S. Bankruptcy Court for the Southern District of New York for permission to employ Lowenstein Sandler PC as counsel, effective as of May 17, 2002. The Committee tells the Court that it selected Lowenstein because of its attorneys' experience and knowledge and it believes that Lowenstein is well qualified to represent it in these cases. The professional services that Lowenstein will provide to the Committee will include: a) advice in respect of the Committee's duties and powers; b) assist the Committee in investigating the acts, conduct, assets, liabilities, and financial condition of the Debtors, the operation of the Debtors' businesses, potential claims, and any other matters relevant to the case or to the sale of assets or confirmation of a Plan of Reorganization; c) participate in the formulation of a Plan; d) assist the Committee in requesting the appointment of a Trustee or Examiner, should such action be necessary; and e) perform such other legal services as may be required and be in the interest of the Committee and creditors. Lowenstein's hourly rates are: Partners $275 to $475 Of Counsel $230 to $325 Associates $135 to $275 Legal Assistants $70 to $125 Provell, Inc. develops, markets and manages an extensive portfolio of membership and customer relationship management programs that provide discounts and other benefits to members in the areas of shopping, travel, hospitality, entertainment, health/fitness, finance, cooking and home improvement. The company filed for chapter 11 protection on May 9, 2002. Alan Barry Hyman, Esq., Jeffrey W. Levitan, Esq., David A. Levin, Esq. at Proskauer Rose LLP represent the Debtors in their restructuring efforts. When the Debtors filed for protection from its creditors, they listed $40,574,000 in total assets and in $82,964,000 total debts. SIGNATURE EYEWEAR: Bank Forbearance Pact Extended Until Nov. 8 -------------------------------------------------------------- Signature Eyewear, Inc. (SEYE) received an extension of its bank forbearance agreement from July 8, 2002 to November 8, 2002. Signature Eyewear is a leading designer and marketer of prescription eyeglass frames and sunglasses under internationally recognized brand names such as Laura Ashley Eyewear, the premier feminine collection; Eddie Bauer Eyewear, the everyday casual lifestyle collection for men and women; bebe eyes, sexy provocative eyewear for the contemporary woman; Hart Schaffner & Marx, the distinctively masculine collection; Nicole Miller Eyewear, a fun, whimsical collection for the style- conscious modern woman. Signature Eyewear's proprietary brands include Dakota Smith Eyewear, "Capturing the American Spirit," and The Signature Eyewear Collections. Signature Eyewear's products are sold in the United States and internationally to opticians, optometrists and ophthalmologists and to major national retail chains. For more information about Signature Eyewear, call 1-800-765-EYES, or visit the company's Web site at http://www.signatureeyewear.com SOLECTRON CORP: Offers to Re-Purchase $1.5BB of 2-3/4% LYONs ------------------------------------------------------------ This announcement is neither an offer to purchase nor a solicitation of an offer to sell 2-3/4% LYONs. The Offer is made only by the Offer to Purchase, dated June 21, 2002, and the related Letter of Transmittal and any amendments or supplements thereto, and is being made to all holders of 2-3/4% LYONs. The Offer will not be made to (and tenders will not be accepted from or on behalf of) holders of 2-3/4% LYONs in any jurisdiction where making the Offer is unlawful. In those jurisdictions where securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of the Company by Morgan Stanley & Co. Incorporated, the dealer manager for the Offer, or by one or more registered brokers or dealers licensed under the laws of such jurisdiction. Notice of Offer to Purchase for Cash By Solectron Corporation Up to $1.5 Billion Aggregate Principal Amount at Maturity of its Outstanding 2-3/4% Liquid Yield Option Notes due 2020 (Zero Coupon-Senior) issued in May 2000 CUSIP No. 834182 AK3; ISIN No. US834182 AK32 at a purchase price not greater than $600 nor less than $580, per $1,000 principal amount at maturity Solectron Corporation, a Delaware corporation, is offering to purchase for cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 21, 2002 (as it may be amended or supplemented, the "Offer to Purchase"), and in the accompanying Letter of Transmittal (the Offer to Purchase and the Letter of Transmittal being sometimes referred to herein as the "Offer"), up to $1.5 billion aggregate principal amount at maturity of its outstanding 2-3/4% Liquid Yield Option(TM) Notes due 2020 (Zero Coupon-Senior) issued in May 2000 (the "2-3/4% LYONs") at a purchase price not greater than $600 nor less than $580 per $1,000 principal amount at maturity, determined by the "Modified Dutch Auction" procedure described below. The Offer is not conditioned on the tender of any minimum principal amount at maturity of 2-3/4% LYONs. The Offer is, however, subject to other terms and conditions. See Section 9 of the Offer to Purchase. Liquid Yield Option is a Trademark of Merrill Lynch & Co., Inc. The purpose of the Offer is to reduce the amount of the Company's outstanding indebtedness and effectively to extend the average maturity of its outstanding indebtedness. Any 2-3/4% LYONs accepted for payment by the Company in the Offer will be canceled. The Company will use up to $900 million of funds from its available cash on hand to consummate the Offer. As of June 20, 2002, there was outstanding $2,352,500,000 aggregate principal amount at maturity of the 2-3/4% LYONs. The maximum aggregate principal amount at maturity of 2-3/4% LYONs to be purchased is referred to as the "Offer Amount." The Offer Amount represents approximately 64% of the aggregate principal amount at maturity of the 2-3/4% LYONs outstanding as of June 20, 2002. THE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, JULY 19, 2002, UNLESS EXTENDED (SUCH TIME AND DATE, AS IT MAY BE EXTENDED, THE "EXPIRATION DATE"). TENDERS OF SECURITIES MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE. Under the "Modified Dutch Auction" procedure, the Company will accept 2-3/4% LYONs validly tendered (and not withdrawn) in the Offer in the order of lowest to highest tender prices specified or deemed to have been specified by tendering holders within the above-described price range and will select as the "Purchase Price" the single lowest price so specified that will enable the Company to purchase the Offer Amount (or, if less than the Offer Amount is validly tendered (and not withdrawn), all 2-3/4% LYONs so tendered). The Company will pay the same Purchase Price for all 2-3/4% LYONs validly tendered (and not withdrawn) at or below the Purchase Price, upon the terms and subject to the conditions of the Offer as set forth in the Offer to Purchase. In the event that the amount of 2-3/4% LYONs validly tendered (and not withdrawn) on or prior to the Expiration Date at or below the Purchase Price exceeds the Offer Amount, then, subject to the terms and conditions of the Offer as set forth in the Offer to Purchase, the Company will accept for payment at the Purchase Price all such 2-3/4% LYONs validly rendered (and not withdrawn) on a pro rata basis. The Company will make appropriate adjustments to avoid purchases of 2-3/4% LYONs in a principal amount at maturity other than an integral multiple of $1,000. Any holder desiring to tender 2-3/4% LYONs must, prior to the expiration of the Offer, either (a) in the case of a holder who holds physical certificates evidencing such 2-3/4% LYONs, complete and sign the Letter of Transmittal, or a facsimile copy thereof, in accordance with the instructions in the Letter of Transmittal, have such holder's signature thereon guaranteed if required by the instructions to the Letter of Transmittal, mail or deliver the Letter of Transmittal and an other required documents to U.S. Bank National Association (the "Depository") and deliver the certificates evidencing such 2-3/4% LYONs to the Depositary along with the Letter of Transmittal, or facsimile, or (b) in the case of a beneficial owner who holds 2-3/4% LYONs in book-entry form, (i) request such owner's broker, dealer, commercial bank, trust company or other nominee to effect the tender for such holder, or, (ii) tender through The Depository Trust Company pursuant to its Automated Tender Offer Program. The address for the Depositary is 180 East Fifth Street, St. Paul, MN 55101. A holder having 2-3/4% LYONs registered in the name of a broker, dealer, commercial bank, trust company or other nominee if such holder desires to tender such 2-3/4% LYONs. 2-3/4% LYONs purchased in the Offer will be paid for promptly following the Expiration Date. The Company will be deemed to have accepted for payment pursuant to the Offer, and thereby have purchased, validly tendered 2-3/4% LYONs that are subject to the Offer, if, as and when the Company gives oral (confirmed in writing) or written notice to the Depositary of the Company's acceptance of the 2-3/4% LYONs for purchase pursuant to the Offer. A tender of 2-3/4% LYONs may be withdrawn at any time on or prior to the Expiration Date and, unless already accepted for payment by the Company, may be withdrawn at any time after 12:00 midnight, New York City time, on Monday, August 19, 2002 by following the procedures for withdrawal of tendered 2-3/4% LYONs appearing in the Offer to Purchase. No consideration shall be payable in respect of 2-3/4% LYONs so withdrawn. A receipt of cash for the 2-3/4% LYONs in the Offer will be a taxable transaction for U.S. federal income tax purposes. A holder will recognize a gain or loss on the sale of the 2-3/4% LYONs equal to the difference, if any, between the amount of cash received by the holder and the adjusted tax basis in the 2- 3/4% LYONs sold. Holders should review the description of tax consequences contained in the Offer to Purchase when evaluating the Offer. Holders considering the tender of 2-3/4% LYONs pursuant to the Offer should consult their tax advisors regarding the application of the U.S. federal income tax laws to their particular situations and the consequences of foreign, state, or local laws and tax treaties. The Offer to Purchase and Letter of Transmittal contain important information which should be read before any decisions are made with respect to the Offer. None of the Company, its board of directors or employees, the dealer manager, the Depositary or the information agent makes any recommendation to the holders as to whether they should tender or refrain from tendering their 2-3/4% LYONs or as to the price or prices at which to tender their 2-3/4% LYONs. The Company has not authorized any person to make any recommendation on its behalf as to whether a holder should tender or refrain from tendering its 2-3/4% LYONs in the Offer. The Company has not authorized any person to give any information or to make any representation in connection with the Offer other than those contained in the Offer to Purchase, the Letter of Transmittal and related materials. If given or made, any recommendation or any such information or representation must not be relied upon as having been authorized. Copies of the Offer to Purchase and the related Letter of Transmittal are being mailed to record holders of 2-3/4% LYONs and will be furnished to brokers, banks and similar persons, whose names, or the names of whose nominees, appear on the Company's list of holders of 2-3/4% LYONs or, if applicable, who are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of 2-3/4% LYONs. Copies of the Offer to Purchase, Letter of Transmittal and related documents may be obtained at no charge from the information agent or from the SEC's Web site at http://www.sec.gov. Any questions or requests for assistance may be directed to the information agent or the dealer manager at their respective telephone numbers and addresses set forth below. Holders may obtain copies of the Offer to Purchase, the Letter of Transmittal and related documents at no charge from the information agent. The information required to be disclosed by 13e-4(d)(1) of the General Rules and Regulations under the Securities Exchange Act of 1934 is contained in the Offer to Purchase and is incorporated into this announcement by reference. The Information Agent for the Offer is: Georgeson Shareholder 17 State Street, 10th Floor New York, NY 10004 Banks and Brokers: (212) 440-9800 All Others Call Toll Free: (866) 431-8992 The Dealer Manager for the Offer is: Morgan Stanley & Co. Incorporated, 1585 Broadway New York, NY 10036 Telephone: (212) 761-5722 (collect) Call Toll-Free: (800) 223-2440 ext. 1-5722 SOVRAN SELF: Fitch Rates $70MM Preferred Shares Offering at BB+ --------------------------------------------------------------- Fitch Ratings has assigned a 'BB+' rating to Sovran Self Storage, Inc.'s [NYSE: SSS] private placement of $70 million 8.375% series C convertible preferred stock. Sovran Self Storage, Inc. will draw an initial $40 million of proceeds upon closing and the remaining $30 million later in the year. Proceeds from the initial draw will be used to pay down outstanding balances on the revolving credit facility while the second draw is scheduled to retire a $30 million term loan maturing in November 2002. Fitch has also affirmed the 'BBB-' issuer rating for Sovran's principal operating subsidiary, Sovran Acquisition Limited Partnership, and its 'BB+' rating for $30 million of outstanding 9.85% series B perpetual preferred stock. The Rating Outlook remains Stable. Use of the initial draw proceeds to reduce line outstandings to a proforma $100 million under Sovran's $150 million revolving credit facility will address Fitch's concerns regarding financial flexibility and the short term tenor of Sovran's debt structure. Sovran expects to use the additional borrowing capacity for pending acquisition activity and to fund revenue- enhancing capital expenditures on its existing asset base. Fitch's ratings also acknowledge Sovran's good geographic diversification, minimal development exposure and strong financial ratios and unencumbered asset levels relative to other real estate investment trusts in its rating category. Fitch's primary credit concern is Sovran's reliance on the revolving credit facility and bank term loans, which include $75 million due November 2003, in addition to the $30 million due later this year, as its principal funding sources. Proforma the preferred share offering and the intended use of proceeds, nearly 80% of the company's total debt comes due in 2003, although one-third of the total can be extended for an additional two years. Fitch's issuer and preferred stock ratings anticipate a long-term unsecured debt offering in 2003 to address these refinancing requirements, the absence of which would question Sovran's commitment to an unsecured financing strategy and access to long-term debt from public or private sources. Previous rating concerns regarding high variable rate debt exposure were substantially mitigated in late 2001 with the purchase of $130 million in 3-6 year interest rate swaps, which have reduced proforma floating rate exposure to a more manageable $48 million level. Operating performance over the most recent quarter was fairly flat with a reported 1.4% increase in same-store net operating income year over year, despite a 200 basis point drop in occupancy to 82%, which stands slightly below the peer group average (83%). The occupancy drop reflects Sovran's continued efforts to push rental rate increases, a strategy consistent with that of other self-storage REITs and which has produced a 4.1% year-over-year increase for the latest quarter. Going forward, the company expects to drive rent growth with the expansion of proprietary programs such as Dri-Gard and Flex-A- Space and reduce expenses through further integration of the company's call center operations. Proforma the full $70 million issuance, Fitch estimates EBITDA/interest coverage at 4.6 times and fixed charge coverage at 2.4x, adjusted for preferred distributions, recurring capital expenditures and capitalized interest. Leverage subsequent to the preferred issuance is a proforma 34% of total undepreciated book capitalization, nearly all of which is bank debt, with preferred securities representing another 15% of the capital structure. Based in Buffalo, New York, Sovran is a $652 million (undepreciated book capital) equity REIT that acquires, owns, and operates self storage properties under the trade name Uncle Bob's Self Storage. Sovran's portfolio consists of 260 properties located throughout the Southeast, Southwest, Mid- Atlantic and Northeast. The company's largest concentrations are located in Florida (23% of undepreciated book) and Texas (14%). STATIONS HOLDING: Court Okays McGladrey & Pullen as Accountants --------------------------------------------------------------- Stations Holding Company, Inc. obtained authority from the U.S. Bankruptcy Court for the District of Delaware to employ McGladrey & Pullen LLP as Certified Public Accountants and Tax Advisors. The Debtor believes that McGladrey & Pullen has considerable experience in providing accounting and tax advisory services in chapter 11 cases and enjoys an excellent reputation for services it has rendered in other chapter 11 cases. McGladrey & Pullen will provide accounting and tax advisory services as McGladrey & Pullen and the Debtor deem appropriate, including: a) Assisting the Debtor with information and analyses required pursuant to the preparation for hearings regarding the use of cash collateral financing; b) Assisting and advise the Debtor in performing the financial analyses necessary to identify the core business assets and the possible disposition of non-core assets; c) Assisting in the preparation of financial information for distributions to creditors and others, including cash flow projections and budgets, cash receipts and disbursement analysis, analysis of various asset and liability accounts, and analysis of proposed transaction for which Court approval is sought; d) Attending meeting and assist in discussions with potential investors, banks and other secured lenders, any official creditors' committees appointed in the Chapter 11 Case, the U.S. Trustee, other parties in interest and any professionals retained; e) Assisting in the preparation of information and analyses necessary for the confirmation of a plan of reorganization in the Chapter 11 case; f) Providing litigation advisory services with respect to accounting and tax matters, along with expert witness testimony on case-related issues as required by the Debtor; and g) Rendering such other general business consulting or such other assistance as Debtor's management or counsel may deem necessary that are not duplicative of services provided by other professionals in this proceeding. The normal hourly rates charged by McGladrey & Pullen personnel are: Partners $290 to $325 Managers/Directors $150 to $240 Senior Associates $100 to $150 Associates $90 Paraprofessionals/ Administrative Support $80 Stations Holding Company, Inc. is a holding company with minimal operations other that from its non-debtor, wholly-owned subsidiary, Benedek Broadcasting Corporation. Benedek Broadcasting owns and operates 23 television stations located throughout the United States. The Company filed for chapter 11 protection on March 22, 2002. Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl Young & Jones and James H.M. Sprayregen, Esq. at Kirkland & Ellis represent the Debtor in its restructuring efforts. When the Company filed for protection from its creditors, it listed estimated debts and assets of more than $100 million. SWAN TRANSPORTATION: Nickens Lawless Engagement Continues --------------------------------------------------------- Swan Transportation Company secured approval from the U.S Bankruptcy Court for the District of Delaware to continue employing Nickens, Lawless & Flack, LLP as special counsel. The Debtor has long been the subject of numerous claims brought by individuals claiming personal injuries as the alleged result of exposure to products used at the Foundry (especially asbestos and silica). Nickens, Lawless will primarily represent the Debtor in a Prepetition Lawsuit in Texas State court. That suit seeks declaratory and other relief regarding the coverage of the Tort Claims under the policies issued by the insurance carriers. The Debtor agrees to pay Nickens Lawless at the Firm's current hourly billing rates: J. Mark Lawless Partner $335 per hour Dulce M. Stenglein Of Counsel $275 per hour Lee H. Shidlofsky Associate $210 per hour Dolores Moncada Legal Assistant $90 per hour Angie Lopez Legal Assistant $90 per hour Swan Transportation Company filed for chapter 11 protection on December 20, 2001. Tobey Marie Daluz, Esq., Kurt F. Gwynne, Esq. at Reed Smith LLP and Samuel M. Stricklin, Esq. at Neligan, Tarpley, Stricklin, Andrews & Folley, LLP represent the Debtor in its restructuring efforts. When the Company filed for protection from its creditors, it listed assets and debts of over $100 million. TRI-UNION: Reaches Pact to Satisfy Sr. Notes' Interest Payment -------------------------------------------------------------- Tri-Union Development Corporation has reached an agreement with the trustee for, and holders of, all of its 12.5% Senior Secured Notes due June 2006 regarding the satisfaction of the obligation to pay approximately $8,125,000 of interest that was due June 3, 2002. Non-payment of such interest was an event of default as of July 3, 2002. The Noteholders and trustee agreed to permit the Company to make the interest payment through the issuance of additional promissory notes with terms that generally are identical to the terms of the existing Notes, except with respect to certain factors including the issuance date and the aggregate principal amount, as well as that the New Notes will not immediately be registered under the Securities Act of 1933 and will not be freely tradable until the time when a registration statement with respect to the New Notes has been declared effective by the Securities and Exchange Commission. In addition, the Company issued to the Noteholders an aggregate of 76,667 shares of Class A Common Stock and agreed to certain amendments to the Indenture governing the Notes and New Notes, including covenants regarding EBITDA maintenance, daily production, inclusion of oil and gas assets as collateral, severance of certain business relationships, provision of monthly financial reports to the trustee and addition of cross- defaults to other obligations. UAL CORP: Will Publish Q2 Financial Results on July 19, 2002 ------------------------------------------------------------ UAL Corporation (NYSE:UAL), the parent company of United Airlines, will announce second-quarter financial results before the market opens on Friday, July 19. In addition, the company will broadcast its earnings conference call simultaneously on the Internet at http://www.united.comon July 19 at 9:00 a.m. Eastern Standard Time. A replay of the webcast will be available on united.com until July 31. Information on the technical requirements for the webcast will be available shortly on the Investor Relations link of united.com. UAL's main subsidiary, United Airlines, is the world's #1 air carrier based on revenue passenger miles. United flies some 600 jets to more than 130 destinations in the US and 27 other countries from hubs in Chicago, Denver, Los Angeles, San Francisco, and Washington, DC. It leads the Star Alliance, a global marketing partnership with Lufthansa and others. The carrier had hoped to expand by acquiring US Airways, but the companies called off the deal after antitrust regulators at the US Department of Justice moved to block it. UAL low-fare carrier United Shuttle offers about 455 short-haul flights daily to 23 western US cities. Employees control 55% of UAL's voting stock. As of March 31, 2002, UAL Corporation, United Airlines' parent company, has a working capital deficit of about $3 billion. U.S. INDUSTRIES: Relocates Headquarters to West Palm Beach, FL -------------------------------------------------------------- U.S. Industries, Inc. (NYSE-USI) announced the closing of its corporate office in Iselin, New Jersey, with the consolidation into its smaller facility in West Palm Beach, Florida. The new address of its headquarters is: 777 S. Flagler Drive (Suite 1108) West Palm Beach, Florida 33401-6102 Main Telephone: (561) 514-3838 Fax: (561) 514-3839 David H. Clarke, Chairman and Chief Executive Officer of U.S. Industries, said, "This move is part of our plan to reduce corporate costs to be more in line with the smaller size of our company resulting from our sell-off program. At the same time, this consolidation will enable us to eliminate the group executive layer of management, with operating management reporting directly to top management." U.S. Industries owns several major businesses selling branded bath and plumbing products, along with its consumer vacuum cleaner company. The Company's principal brands include Jacuzzi, Zurn, Sundance Spas, Eljer, and Rainbow Vacuum Cleaners. As reported in Troubled Company Reporter's April 30, 2002 edition, U.S. Industries, Inc. (NYSE-USI) has completed the previously announced sale of its domestic lighting companies, including LCA Group Inc., to Hubbell Incorporated, of Orange, Connecticut. U.S. Industries also announced that James O'Leary, currently Chairman and Chief Executive Officer of LCA Group, would leave to pursue other interests following a transitional period. USG CORP: Court Approves Wollmuth Engagement as N.J. Counsel ------------------------------------------------------------ Judge Newsome granted USG Corporation and its debtor-affiliates authority to substitute Wollmuth Maher for Gibbons, Del Deo as local New Jersey Counsel under the same terms as Gibbons, Del Deo was retained. Paul N. Heath, Esq., at Richards, Layton & Finger, told Judge Newsome that the principal attorneys handling USG Corporation's business at Gibbons, Del Deo, Paul R. DeFilippo, Esq., Elizabeth Kardos, Esq., and Brendan P. Langendorfer, Esq., left that firm. As of May 6, 2002, Mr. DeFilippo joined Wollmuth Maher & Deutsch LLP as a partner, and Mr. Langendorfer joined the Firm shortly thereafter. Mr. DeFilipo asserts in his affidavit that the members and associates of the Firm do not have any connections, or any interest adverse to the Debtors, their creditors, attorneys or any other party in interest. The Debtors have not paid Wollmuth Maher within the last year, nor did they owe the Firm anything on the Petition Date. (USG Bankruptcy News, Issue No. 27; Bankruptcy Creditors' Service, Inc., 609/392-0900) UNITED AIRLINES: Revenue Passenger Miles Fall 13.7% in June ----------------------------------------------------------- United Airlines' (NYSE:UAL) total scheduled revenue passenger miles (RPMs) fell 13.7 percent in June vs. the comparable month in 2001, on a capacity decrease of 13.6 percent. The carrier's passenger load factor came in at 78.0%, down marginally from 78.1 percent a year ago. United Airlines offers more than 1,800 flights a day on a route network that spans the globe. Other information about United Airlines can be found at the company's Web site http://www.united.com VENTURE HOLDINGS: S&P Raises Rating on $125M Senior Notes to CC --------------------------------------------------------------- Standard & Poor's raised its rating on Fraser, Michigan-based Venture Holdings Co. LLC's $125 million, 11% senior notes to triple-'C'-minus from 'D' and the company's $125 million 12% senior subordinated notes to double-'C' from 'D' following the company's July 3, 2002, payment of the semi-annual coupon payments that were due on the bonds on June 3, 2002. At the same time, those ratings were placed on CreditWatch with negative implications. The ratings on the company's senior secured credit facility remain on CreditWatch with negative implications where they were placed on December 19, 2001. Venture is an automotive components manufacturer. Restrictive agreements with its bank group prevented the company from making the coupon payments on their due date on June 3, 2002. However, the indentures governing each of the bonds provided for 30-day grace periods, and Venture made the required payments within the grace periods. "The CreditWatch listings reflect the risks that Venture will be unable to access the cash flows of its European subsidiary, Peguform GmbH, to service its debt obligations," said Standard & Poor's analyst Martin King. Venture continues to contest the May 28, 2002 insolvency petition filed by directors of Peguform. A temporary administrator has been appointed to determine whether there is good reason to open insolvency proceedings, and has 90 days in which to make his determination. Venture's bank group has provided a waiver of certain potential existing defaults under the company's credit agreement, including any default caused by the failure to make bond interest payments. The company is working with certain customers to receive expedited payments to enhance liquidity, and is in discussions with various constituencies to restructure its operations on a global basis. Standard & Poor's will continue to monitor events as they develop. The ratings could be lowered should Venture file for bankruptcy, restructure operations or debt in a way that impairs credit quality, or its European operations be declared insolvent. W.R. GRACE: Mar. 31, 2003 Asbestos Property Claim Bar Date Fixed ---------------------------------------------------------------- If You Own or Operate a Commercial, Residential or Public Building Constructed With Asbestos-Containing Products or Have Other Claims Against W. R. Grace Your Claims Must Be Filed By March 31, 2003 W. R. Grace, its predecessors, subsidiaries, and other related entities have filed for protection under Chapter 11 of the U.S. Bankruptcy Code. The Bankruptcy Court has ordered that all individuals and entities with Asbestos Property Damage Claims against Grace must file these claims on or before March 31, 2003. Who is Affected by this Notice? Asbestos Property Damage Claimants Individuals and entities that own or manage commercial, public and high-rise residential buildings that have asbestos- containing products may be affected including schools, hotels, government buildings, theaters, airports, churches, and other public facilities. Asbestos Property Damage Claims include, among other claims, the cost of removal, the diminution of property value or economic loss, etc., caused by asbestos in products manufactured by Grace or from vermiculite mined, milled, processed, or sold by Grace. Other Claimants Other Claimants include individuals and entities with claims other than Asbestos Personal Injury Claims. These include general unsecured trade claims, contract claims, environmental claims, and Medical Monitoring Claims which allege no current personal injury, but significant exposure to Grace asbestos or vermiculite products requiring the claimant to be examined medically or tested to detect possible future injury. What Types of Products are Involved? Grace Asbestos-Containing Products Grace produced and marketed vermiculite products containing added asbestos primarily to the commercial construction industry. From 1959 to 1973, Grace marketed Mono-Kote 3 (MK-3), an asbestos-containing, wet, spray-applied fireproofing product used to provide fire protection for the enclosed steel structures of large buildings. Other Grace products included Zonolite Acoustical Plastic, and other acoustical plaster and textured products used primarily on interior ceilings and walls. Grace Vermiculite Products Grace mined, produced and marketed vermiculite products, some of which may have contained naturally occurring asbestos. The products were sold to the building construction, agricultural/horticultural and consumer markets. These products included Monokote Fireproofing, Zonolite Concrete Roof Decks and Zonolite Masonry Insulation. How Do I File a Claim? To preserve your claim, you must file the appropriate Proof of Claim Form with the Claims Agent so that it is received by March 31, 2003. Failure to file a Proof of Claim Form by the Bar Date may result in your claim not being considered for payment. This is a summary notice only. For complete information including the Claims Bar Date Notice, Proof of Claim Forms, instructions for filing a claim, a list of Grace asbestos- containing products, and a list of Grace entities write to: Claims Agent, Re: W. R. Grace & Co. Bankruptcy, P.O. Box 1620, Faribault, MN 55021-1620, or call: 1-800-432-1909 or visit http://www.graceclaims.com WARNACO: Seeking Open-Ended Lease Decision Period Extension ----------------------------------------------------------- For the third time, The Warnaco Group, Inc., and its debtor- affiliates ask the Court to extend the deadline by which they must assume or reject leases. This time, the Debtors ask for an open-ended extension through and including the date the plan of reorganization is confirmed, subject to: (a) the right of the Debtors to request further extension, if necessary, with respect to the Leases; and (b) the right of any Lessor to request that the extension be shortened for cause as to a particular Lease. According to Kelley A. Cornish, Esq., at Sidley Austin Brown & Wood, in New York, the Debtors still have approximately 170 active non-residential real property leases: (1) 136 of which are for their retail store outlets; and (2) 34 of which are for the Debtors' administrative office space, manufacturing facilities, distribution facilities and warehouse and storage facilities. Since the Petition Date, the Debtors have rejected approximately 102 leases of retail stores, offices and other facilities through Court orders. The Debtors have also consensually terminated three leases and assumed and assigned three more. However, Ms. Cornish reports, the Debtors need additional time to complete the analysis of whether to assume or reject the remaining Leases. "The decision of whether to assume or reject the Leases will depend in large part on the nature of the Debtors' overall plan or plans of reorganization in these cases," Ms. Cornish says. In this regard, Ms. Cornish tells the Court, the Debtors are currently targeting the filing of a consensual plan on or before July 31, 2002. However, due to the complexities of these cases and the Debtors' desire to file a consensual plan, it is possible that they may not be able to meet the July 31 target date. Thus, Ms. Cornish contends, until the Debtors have had an opportunity to fully implement their business plan and to finalize their plan or plans of reorganization, it is premature for them to make decisions regarding the assumption or rejection of most, if not all, of their remaining non-residential real property leases. Moreover, Ms. Cornish enumerates other causes why the extension should be granted, pursuant to Section 365(d)(4) of the Bankruptcy Code: (a) the Leases are important to the Debtors' operations in their current configuration although the Debtors' need for some or all of the Leases may change based upon the final structure of the Debtors' plan or reorganization; (b) if the deadline is not extended, the Debtors may be forced to prematurely assume certain Leases, which could lead to unnecessary administrative claims against their estates if the Leases ultimately are terminated. Conversely, if the Debtors precipitously reject the Leases, they may forego significant value, create large unwarranted rejection damage claims and dispose of Leases that ultimately would be valuable assets of these estates; (c) the Debtors have made great strides by rejecting, terminating or assuming and assigning approximately 40% of their real property leases; (d) since Petition Date, the Debtors have been regularly paying their monthly obligations under the Leases; (e) the Debtors have more than adequate liquidity through their DIP Facility and revenues generated by their operations to continue to perform their postpetition obligations under the Leases through the confirmation of a plan or reorganization; and (f) the Debtors have made substantial progress toward formulating a plan by working diligently and without delay to streamline their operations, developing a Business Plan, establishing an early claims resolution process and working cooperatively with their key constituencies to formulate a consensual plan or reorganization. Objections Thirteen Landlords object to the requested extension: (a) Taubman Landlords, LLP; (b) CPG Partners, LP; (c) General Growth Management, Inc.; (d) Hines Interests, LP; (e) Kravco Company; (f) New Plan Excel Realty Trust, Inc.; (g) The Rouse Company Affiliates; (h) Union Station Venture, Ltd; (i) Mills Corporation Entities; (j) The Macerich Company; (k) Donahue Schriber; (l) The Forbes Company; and (m) OVP Management. The Landlords all agree that the Debtors have not established cause for the relief requested and have not met their burden pursuant to Section 365(d)(4) of the Bankruptcy Code. Moreover, they will be greatly prejudiced if the extension is granted because with the relief sought by the Debtors in this action, an extension of the time to assume or reject its leases through confirmation of a plan or reorganization, a nonspecific extension date, they cannot properly plan for the return of the leased premises by marketing the spaces to new tenants for the important Christmas 2002 season. Accordingly, the Landlords ask the Court to deny the Debtors' motion. However, some Landlords would consensually agree to extend the lease decision period for a limited time: (a) Taubman will allow the extension of the lease decision period only up to July 31, 2002 with the corresponding obligation to operate the store through December 31, 2002 and to pay rent through February 6, 2002, irrespective of whether they choose to reject the lease prior to that time; (b) CPG Partners will allow the extension up to September 30, 2002; and (c) General Growth Management, Hines Interests, Kravco Company, New Plan Excel Realty Trust, The Rouse Company Affiliates and Union Station Venture will allow an extension of the lease decision period up to September 15, 2002. (Warnaco Bankruptcy News, Issue No. 28; Bankruptcy Creditors' Service, Inc., 609/392-0900) WILLIAMS COMMUNICATIONS: All Proofs of Claim Due Today ------------------------------------------------------ UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re ) Chapter 11 Case No. Williams Communications Group, Inc. ) 02-11957 (SMB) and CG Austria, Inc., ) (Jointly Administered) Debtors. ) NOTICE OF LAST DATE REQUIRING FILING OF PROOFS OF CLAIM ON OR BEFORE JULY 10, 2002 AT 5:00 P.M. EASTERN TIME TO ALL ENTITIES WITH CLAIMS AGAINST A DEBTOR: PLEASE TAKE NOTICE THAT on June 5, 2002, the United States Bankruptcy Court for the Southern District of New York entered an order in the above-captioned chapter 11 cases establishing the certain deadlines for filing a proof of claim in the chapter 11 cases of the above-captioned debtors and debtors in possession. By the Bar Date Order, the Court authorized the Debtors to fix July 10, 2002 at 5:00 p.m. as the date and time by which all Entities, other than governmental units, that have or assert any claim against a Debtor that arose prior to April 22, 2002 must file a proof of claim against a Debtor so as to be received in the manner described below. 1. WHO MUST FILE A PROOF OF CLAIM You MUST file a proof of claim if you have a claim that arose prior to the Petition Date and it is not one of the other types of claims described in section 2 below. Acts or omissions of a Debtor that arose or occurred before the Petition Date, may give rise to such a claim notwithstanding that the amount of such claim may not have matured or become fixed or liquidated until after the Petition Date. Under section 101(5) of the Bankruptcy Code and as used herein, the word "claim" means: (a) right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured; or (b) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. 2. WHO NEED NOT FILE A PROOF OF CLAIM You do not need to file a proof of claim if you (i) already have properly filed a proof of claim against one or more of the Debtors in accordance with the procedures described herein; (ii) are an entity (a) whose claim against a Debtor is not listed as disputed, contingent or unliquidated in the Schedules and (b) that agrees with the nature, classification and amount of its claim as identified in the Schedules; (iii) have a claim against a Debtor that previously has been allowed by order of the Court; (iv) are an entity, other than an indenture trustee, whose claim is limited exclusively to a claim for a repayment by the applicable Debtor of principal and interest under a senior redeemable not issued by WCG or under an indenture governing a senior redeemable note issued by WCG or under an indenture, provided, however this exclusion does not apply to any entity that wishes to assert a claim arising from or relating to a Note Instrument other than a Note Claim; (v) have a claim under 507(a) of the Bankruptcy Code as an administrative expense of the Debtors' chapter 11 cases; (vi) are a governmental entity; (vii) have a claim that has been paid; (viii) are a director, officer or employee of a debtor that served in such capacities on or after the Petition Date and you have or may have claims against a Debtor for indemnification, contribution, subrogation or reimbursement; (ix) hold a claim arising out or based solely upon an equity interest in the Debtors; or (x) hold a claim solely against Williams Communications, LLC or any other non-debtor affiliate of the Debtors. YOU SHOULD NOT FILE A PROOF OF CLAIM IF YOU DO NOT HAVE A CLAIM AGAINST THE DEBTORS, OR IF THE CLAIM YOU HELD ON THE PETITION DATE HAS BEEN SATISFIED. 3. WHEN AND WHERE TO FILE Except as provided for herein, proofs of claim must be filed so as to be received on or before 5:00 p.m., (EDT), on July 10, 2002, at the following address (the "WCG Claims Docketing Center"): IF SENT BY MAIL Clerk of the United States Bankruptcy Court for the Southern District of New York re: Williams Communications Group, et al P.O. Box 5074 Bowling Green Station, New York, NY 10274 IF SENT BY OVERNIGHT COURIER Clerk of the United States Bankruptcy Court for the Southern District of New York re: Williams Communications Group, Inc., et al One Bowling Green, Room 534 New York, NY 1004 Note that proofs of claim will be deemed timely filed only if actually received by the Court on or before the Bar Date. Proofs of claim may not be delivered by facsimile or telecopy. 4. WHAT TO FILE If you file a proof of claim, your filed proof of claim must be signed and: (i) written in the English language; (ii) denominated in lawful currency of the United States as of the Petition Date, and conform substantially with Official Form No. 10 proof of claim form. YOU SHOULD ATTACH TO YOUR COMPLETED PROOF OF CLAIM FORM COPIES OF ANY WRITINGS UPON WHICH SUCH CLAIM IS BASED. EXCEPT WITH RESPECT TO CLAIMS OF THE TYPE SET FORTH IN SECTION 2, ANY CREDITOR WHO FAILS TO FILE A PROOF OF CLAIM ON OR BEFORE JULY 10, 2002 (EASTERN TIME), FOR ANY CLAIM SUCH CREDITOR HOLDS OR WISHES TO ASSERT AGAINST A DEBTOR WILL BE FOREVER BARRED, ESTOPPED, AND ENJOINED FROM ASSERTING SUCH CLAIM (OR FILING A PROOF OF CLAIM WITH RESPECT TO SUCH CLAIM) AND EACH DEBTOR AND ITS PROPERTY WILL BE FOREVER DISCHARGED FROM ANY AND ALL INDEBTEDNESS OR LIABILITY WITH RESPECT TO SUCH CLAIM, AND SUCH HOLDER SHALL NOT BE PERMITTED TO VOTE ON ANY PLAN OF REORGANIZATION OR PARTICIPATE IN ANY DISTRIBUTION IN THESE CHAPTER 11 CASES ON ACCOUNT OF SUCH CLAIM OR TO RECEIVE FURTHER NOTICES REGARDING SUCH CLAIM. A copy of the proof of claim form tailored for these cases can be obtained by calling the WCG Claims Docketing Center at (973) 509-3190 5. THE DEBTORS' SCHEDULES AND ACCESS THERETO You may be listed as a holder of a claim against a Debtor in such Debtor's Statements of Financial Affairs, Schedules of Assets and Liabilities, Schedules of Executory Contracts and Unexpired Leases and List of Equity Security Holders (collectively, as amended, the "Debtor's Schedules"). If you wish to ascertain the treatment of your claim in the Debtors' Schedules, you may contact the WCG Claims Docketing Center at (973) 509-3190 You may examine the Debtor's Schedules to determine if and how your claim is listed by the Debtors at the Court or at the Court's Web site at http://www.nysb.gov A Pacer password is needed to do so. See the court's Web site for instructions on how to obtain such a password. Or you may contact Denise Sciabarassi, at Jones, Day, Reavis & Pogue, the attorneys for the Debtors to arrange to view the Schedules at their offices during regular business hours. The WCG Claims Docketing Center may be contacted at (973) 509-3190 for assistance if there are any questions concerning the filing, amount, nature, or processing of a proof of claim. A CLAIMANT SHOULD CONSULT AN ATTORNEY REGARDING ANY OTHER INQUIRIES SUCH AS WHETHER SUCH CLAIMANT SHOULD FILE A PROOF OF CLAIM. WORLDCOM INC: Files Revised Financial Statement With SEC -------------------------------------------------------- WorldCom, Inc. (Nasdaq: WCOME, MCITE) has delivered to the Securities and Exchange Commission a revision to its description, delivered to the SEC on July 1, 2002, of the facts and circumstances underlying the events described in and leading to WorldCom's June 25, 2002 press release regarding its intent to restate its 2001 and first quarter 2002 financial statements. The revision is more detailed and includes four exhibits. The revised statement is available on WorldCom's corporate Web site at http://www.worldcom.com/infodesk WorldCom, Inc. (NASDAQ: WCOME, MCITE) is a pre-eminent global communications provider for the digital generation, operating in more than 65 countries. With one of the most expansive, wholly- owned IP networks in the world, WorldCom provides innovative data and Internet services for businesses to communicate in today's market. In April 2002, WorldCom launched The Neighborhood built by MCI - the industry's first truly any- distance, all-inclusive local and long-distance offering to consumers for one fixed monthly price. Effective as of the close of regular trading on July 12, 2002, WorldCom will eliminate its tracking stock structure and have one class of common stock. For more information, go to http://www.worldcom.com Worldcom Inc.'s 11.25% bonds due 2007 (WCOM07USA1), DebtTraders says, are quoted at 26.5. For real-time bond pricing, see http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOM07USA1 XO COMMUNICATIONS: Court Fixes July 22, 2002 Claims Bar Date ------------------------------------------------------------ XO Communications, Inc.'s Schedules of Assets and Liabilities identify all known creditors and the respective claim amounts. Based on the Schedules, the Debtor classifies claims by class in their Plan of Reorganization. However, certain of the creditors may dispute the claim amounts listed in the Schedules. Certain entities may raise claims not listed in the Schedules. To effectuate and consummate the Plan, the Debtor needs to ascertain promptly the nature, extent and scope of the prepetition claims filed against them. Accordingly, XO sought and obtained an order from the Court setting July 22, 2002 as the deadline or Bar Date for creditors to file proof of claim. The Bar Date does not apply to: (a) claims by any subsidiary of the Debtor; (b) claims that have been properly filed, with the Clerk of the Court overseeing this case, utilizing a claim form that substantially conforms to Official Form No. 10; (c) claims listed in the Schedules, which are not described as Disputed, Contingent, or Unliquidated, and are not disputed by the holders as regards amount or nature; (d) claims that have been paid or otherwise satisfied by the Debtor; and (e) claims that have been allowed by an order of the Court entered on or before the Bar Date (other than an order allowing such claim(s) for voting purposes). With respect to claims arising from the postpetition rejection of an unexpired lease or executory contract of the Debtor, unless the Rejection Order provides for an earlier or later date, the claim must be filed by the later of: (1) 30 days after the date of any order authorizing the Debtor to reject the Agreement, and (2) the Bar Date. If the Rejection Order provides for an earlier or later date, this earlier or later date will govern in all respects. With respect to an agreement that expires without being rejected, claims must be filed by the later of (i) 30 days after the date of expiration and (ii) the Bar Date. Any claim holder that fails to file its proof of claim on or before the Bar Date will be forever barred, estopped, and permanently enjoined from: (1) asserting the claim, whether directly or indirectly, against the Debtor, its successors and assigns and its respective property, (2) participating in any distribution in the XO Chapter 11 case on account of the claim, and (3) receiving further notices regarding the claim. (XO Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service, Inc., 609/392-0900) * Harvey Miller Joins Greenhill & Co. as Managing Director ---------------------------------------------------------- Greenhill & Co., LLC, a leading independent merchant banking firm, announced the appointment of Harvey R. Miller as a Managing Director and Member of the firm. Mr. Miller, a leading restructuring and bankruptcy reorganization attorney, will join Greenhill & Co. in September 2002 from Weil, Gotshal & Manges LLP, the New York-based firm where he has practiced since 1970. As head of the Business Finance and Restructuring Department, he participated in many prominent restructuring situations that include: Adelphia Business Solutions, Arch Wireless, Bethlehem Steel, Carmike Cinemas, Continental Airlines, Eastern Airlines, Federated Department Stores, Global Crossing, Marvel Entertainment Group, Montgomery Ward, The New York Daily News, R.H. Macy & Co., Rockefeller Center Properties, Safety-Kleen, Sunbeam, and Texaco. "Harvey Miller is the consummate corporate advisor and we are very pleased that he has chosen to begin the next chapter of his distinguished career with our firm," said Robert F. Greenhill, Chairman of Greenhill & Co. "I have known Harvey for many years and have always admired his superb judgment and vast knowledge of legal and business issues. These are qualities that will serve him well in all three of our firm's practice areas - merger and acquisition advisory services, corporate restructuring, and private capital management. We look forward to having him play an active role in a wide range of assignments." Mr. Miller said, "I am truly excited about this opportunity to pursue new challenges with an independent firm focused on providing objective strategic financial advice to corporations and their boards. I've known Bob Greenhill since we worked together on the landmark Texaco case and, most recently, have had an opportunity to work with him and Michael Kramer on the Bethlehem Steel restructuring. I believe Greenhill & Co. stands out as a model of excellence in terms of the quality of its people and services." Mr. Miller continued, "Weil, Gotshal & Manges has been my home and its members my extended family for more than 30 years. I leave with great pride in the firm that I helped to build. I am particularly proud of my outstanding former colleagues who helped to create the largest and most successful restructuring and bankruptcy reorganization department in the country. I am confident they will continue to do exceptional work. I hope and expect to work with them in many challenging situations in the future." Mr. Miller is an Adjunct Professor of Law at New York University Law School and a Lecturer in Law at Columbia University School of Law. He is also a member of the Board of Visitors of Columbia University School of Law. A graduate of Brooklyn College, Mr. Miller received his LL.B. from Columbia University. Greenhill & Co. is a leading independent merchant bank owned entirely by its partners. Through its offices in New York, London and Frankfurt, Greenhill advises corporations on their most pressing strategic financial issues, including mergers and acquisitions, leveraged or management buyouts, and recapitalizations and financial restructurings. The firm also engages in private equity investing through the $425 million Greenhill Capital Partners Fund and the $104 million Barrow Street Real Estate Fund. Greenhill advised on $44 billion of completed M&A transactions in 2001. * O'Melveny & Myers LLP D.C. Office Will Move to New Office ----------------------------------------------------------- O'Melveny & Myers' D.C. office will soon move to 1625 Eye Street, a 383,000 square foot new architectural landmark in the heart of the Central Business District. O'Melveny and ULLICO Inc. will be anchor tenants. The Union Labor Life Insurance Company, a subsidiary of ULLICO Inc., is financing construction of the building. Located in one of the most prominent office districts in the world, just a few blocks from the White House and major federal office buildings, 1625 Eye Street will offer a new long term home for the growing firm. O'Melveny intends to develop a state of the art legal facility to serve its national and international clients. "O'Melveny is rapidly stepping up in Washington to meet the changing needs of our clients," said John Beisner, head of the firm's D.C. office. "I am pleased to announce this move to 1625 Eye as it reinforces the firm's commitment to our country's capital where politics, business and law often converge." With approximately 150 attorneys in Washington navigating through the business and legislative environment and ten in the recently opened Tysons Corner office leveraging the firm's corporate, international, telecommunications, and technology expertise, the firm is fulfilling its commitment to its current clients while opening the door for new business. 1625 Eye Street is a 12-story building being constructed in the capital's "Golden Triangle" with panoramic views of the Washington skyline and national monuments. O'Melveny expects to complete its construction and occupy the building by mid 2003. O'Melveny was represented in its leasehold acquisition by Tom Doughty and Greg McCavera of Spaulding & Slye, and by Lynn Williams and Jeff Welch of Cushman & Wakefield of California. O'Melveny & Myers maintains 13 offices around the world, including Washington and Tysons Corner. The firm's expertise spans virtually every area of legal practice, including Antitrust, Mergers and Acquisitions; Capital Markets; Banking and Finance, Entertainment and Media; Copyright, Trademark and Internet; Patent and Technology; Trade and International Law; Labor and Employment; Litigation; White Collar; Real Estate and Project Development and Finance; Tax and Bankruptcy. * PricewaterhouseCoopers Signs-Up 361 New Partners Globally ----------------------------------------------------------- PricewaterhouseCoopers announced the admission on July 1 of 361 new partners to the member firms of its global organization. The admissions bring the number of partners worldwide to approximately 9,400. The new partner class represents all service lines and functions, including 69 new partners in PwC Consulting, which has registered for an initial public offering to separate from PricewaterhouseCoopers this summer. The service lines and functions include Assurance and Business Advisory Services (ABAS), Tax and Legal Services (TLS), Corporate Finance and Recovery (CFR), Business Process Outsourcing (BPO) and the aforementioned PwC Consulting (PwCC). On a geographic basis, the new partner class is divided proportionally in Europe, the Middle East and Africa, the Americas, Asia-Pacific and South and Central America. In congratulating the new partners, PricewaterhouseCoopers Chief Executive Officer Samuel A. DiPiazza Jr. challenged them to help restore public confidence in the transparency, accountability and integrity of our global capital markets. "We look forward to seeing these new partners work in unison across the world as we move toward a globally accepted set of accounting principles that cross borders for all companies in all countries." PricewaterhouseCoopers -- http://www.pwcglobal.com-- is the world's largest professional services organization. Drawing on the knowledge and skills of more than 150,000 people in 150 countries, we help our clients solve complex business problems and measurably enhance their ability to build value, manage risk and improve performance in an Internet-enabled world. PricewaterhouseCoopers refers to the member firms of the worldwide PricewaterhouseCoopers organization. Admissions by Line Of Service LOS Total % Of Total ABAS 152 42% TLS 101 28% CFR 35 10% Other/IFS 4 1% PwCC 68 19% BPO 1 0% Total 361 100% 1 July Admissions by Theatre EMEA 160 Americas 140 APAC 55 SOACAT 6 Total 361 * Meetings, Conferences and Seminars ------------------------------------ July 11-14, 2002 AMERICAN BANKRUPTCY INSTITUTE Northeast Bankruptcy Conference Ocean Edge Resort, Cape Cod, MA Contact: 1-703-739-0800 or http://www.abiworld.org July 12-17, 2002 COMMERCIAL LAW LEAGUE OF AMERICA 108th Annual Convention Grand Summit Hotel, Park City, Utah Contact: 312-781-2000 or clla@clla.org or http://www.clla.org/ July 17-19, 2002 ASSOCIATION OF INSOLVENCY AND RESTRUCTURING ADVISORS Bankruptcy Taxation Conference Snow King Resort, Jackson Hole, WY Contact: (541) 858-1665 Fax (541) 858-9187 or aira@airacira.org August 7-10, 2002 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Conference Kiawah Island Resort, Kiawaha Island, SC Contact: 1-703-739-0800 or http://www.abiworld.org September 19 - 20, 2002 AMERICAN CONFERENCE INSTITUTE Accounting and Financial Reporting Marriott East Side New York, New York Contact: 1-888-224-2480 or 1-877-927-1563 or mktg@americanconference.com September 19 - 20, 2002 AMERICAN CONFERENCE INSTITUTE Securities Enforcement and Litigation The Russian Tea Room Conference Facility, New York Contact: 1-888-224-2480 or 1-877-927-1563 or mktg@americanconference.com September 24 - 25, 2002 AMERICAN CONFERENCE INSTITUTE OTC Derivatives Marriott East Side New York, New York Contact: 1-888-224-2480 or 1-877-927-1563 or mktg@americanconference.com September 26-27, 2002 ALI-ABA Corporate Mergers and Acquisitions Marriott Marquis, New York Contact: 1-800-CLE-NEWS or http://www.ali-aba.org September 30 - October 1, 2002 AMERICAN CONFERENCE INSTITUTE Outsourcing in the Consumer Lending Industry The Hotel Nikko, San Francisco Contact: 1-888-224-2480 or 1-877-927-1563 or mktg@americanconference.com October 9-11, 2002 INSOL INTERNATIONAL Annual Regional Conference Beijing, China Contact: tina@insol.ision.co.uk or http://www.insol.org October 24-28, 2002 TURNAROUND MANAGEMENT ASSOCIATION Annual Conference The Broadmoor, Colorado Springs, Colorado Contact: 312-822-9700 or info@turnaround.org November 21-24, 2002 COMMERCIAL LAW LEAGUE OF AMERICA 82nd Annual New York Conference Sheraton Hotel, New York City, New York Contact: 312-781-2000 or clla@clla.org or http://www.clla.org/ December 2-3, 2002 RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP Distressed Investing 2002 The Plaza Hotel, New York City, New York Contact: 1-800-726-2524 or fax 903-592-5168 or ram@ballistic.com December 5-8, 2002 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference The Westin, La Paloma, Tucson, Arizona Contact: 1-703-739-0800 or http://www.abiworld.org April 10-13, 2003 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting Grand Hyatt, Washington, D.C. Contact: 1-703-739-0800 or http://www.abiworld.org May 1-3, 2003 (Tentative) ALI-ABA Chapter 11 Business Organizations New Orleans Contact: 1-800-CLE-NEWS or http://www.ali-aba.org May 8-10, 2003 (Tentative) ALI-ABA Fundamentals of Bankruptcy Law Seattle Contact: 1-800-CLE-NEWS or http://www.ali-aba.org July 10-12, 2003 ALI-ABA Partnerships, LLCs, and LLPs: Uniform Acts, Taxation, Drafting, Securities, and Bankruptcy Eldorado Hotel, Santa Fe, New Mexico Contact: 1-800-CLE-NEWS or http://www.ali-aba.org December 3-7, 2003 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference La Quinta, La Quinta, California Contact: 1-703-739-0800 or http://www.abiworld.org April 15-18, 2004 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting J.W. Marriott, Washington, D.C. Contact: 1-703-739-0800 or http://www.abiworld.org December 2-4, 2004 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference Marriott's Camelback Inn, Scottsdale, AZ Contact: 1-703-739-0800 or http://www.abiworld.org The Meetings, Conferences and Seminars column appears in the Troubled Company Reporter each Wednesday. Submissions via e-mail to conferences@bankrupt.com are encouraged. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers' public debt and equity securities about which we report. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com. Bond pricing, appearing in each Thursday's edition of the TCR, is provided by DebtTraders in New York. DebtTraders is a specialist in global high yield securities, providing clients unparalleled services in the identification, assessment, and sourcing of attractive high yield debt investments. For more information on institutional services, contact Scott Johnson at 1-212-247-5300. To view our research and find out about private client accounts, contact Peter Fitzpatrick at 1-212-247-3800. Real-time pricing available at http://www.debttraders.com/ Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette C. de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter A. Chapman, Editors. Copyright 2002. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $625 for 6 months delivered via e- mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***