TCR_Public/020711.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, July 11, 2002, Vol. 6, No. 136


AAI.FOSTERGRANT: Completes Out-Of-Court Financial Restructuring
ACT MANUFACTURING: Seeks OK to Hire Hanify to Sue Lenders
APW LTD: Gets Final Approval to Employ Weil Gotshal as Counsel
ADELPHIA COMMS: UST Convenes Meeting to Form Committees Today
AGRILINK FOODS: Bank Lenders Waive Covenant Under Credit Pact

AIR CANADA: Inks Pact with Alliance Atlantis for New Programming
AMDOCS LTD: Weaker Profitability Expectations Concern S&P
APPLIEDTHEORY: Lenders Allow Continued Cash Collateral Use
BEDFORD HOLDINGS: Will Begin Debt Workout Talks with Noteholders
BETHLEHEM STEEL: Speeding-Up Efforts to Restructure Operations

BIRMINGHAM STEEL: UST Will Convene Creditors' Meeting on July 12
BROADLEAF CAPITAL: Pursuing Turnaround Plan After Debt Workout
CHADMOORE WIRELESS: Will Make Initial Liquidating Distribution
CHIVOR SA: Files for Chapter 11 Protection in New York
CHIVOR SA: Case Summary & 20 Largest Unsecured Creditors

COMDISCO INC: Replacing BofA & Fifth Third Letters of Credit
COVANTA ENERGY: Court Okays Deloitte & Touche as Accountants
CREDIT STORE: Mulling Bankruptcy Filing to Restructure Debt
ENRON: Berry Group Gets Relief to Issue Subpoenas to Andersen
ENRON CORP: Court Allows Outsourcing of SAP Work to CAP Gemini

EXODUS: One-Man Plan Committee Replaces Creditors' Committee
FAIRCHILD DORNIER: US Trustee Appoints Creditors' Committee
FASTCOMM COMMS: Transfers All Assets to Solo Secured Lender
FLAG TELECOM: Concludes 2002 FIFA World Cup Global Digital Feed
FRUIT OF THE LOOM: Trust Sets-Up Uniform Settlement Procedures

GA EXPRESS INC: Independent Auditors Express Going Concern Doubt
GENCORP: S&P Assigns BB/B+ Sr. Debt Ratings Under $300MM Shelf
GLOBAL CROSSING: Gets OK to Guaranty UK Unit's Lotto Obligations
GROUP TELECOM: US Court Extends Court Protection through July 29
HA-LO INDUSTRIES: Court Sets Asset Sale Hearing for July 16

HEARME: Intends to Cease Filing Periodic Reports with SEC
HIGH SPEED ACCESS: Nasdaq Delists Shares Effective July 10, 2002
ICG COMMS: Settles Claims Dispute with Verizon Communications
IT GROUP: Wants Committee to Justify Friedman's Engagement
ITC DELTACOM: Tapping Richards & Layton as Bankruptcy Co-Counsel

INTEGRATED HEALTH: Will Transfer Brownsville Facility to JWB
INT'L BIO RECOVERY: Frank Dixon Resigns from Board of Directors
JACOBSON STORES: Favors Liquidation Over Going Concern Sale
KAISER ALUMINUM: Signs-Up Gilbert Heintz as Special Counsel
KMART CORP: Receives $43MM Bid for Rights to 54-Store Package

KMART: Selling Store No. 3334 Lease to Vons Companies for $2.2MM
KNOWLES ELECTRONICS: Appoints James Moyle as New VP and CFO
LTV CORP: Copperweld & Prolamsa Ink Joint Marketing Agreement
MAIL-WELL INC: S&P Ratchets Corporate Credit Rating Down a Notch
METALS USA: CEO Kirksey Says Company Will Survive Bankruptcy

MOTHERS WORK: Moody's Assigns B3 Rating to Proposed $125MM Notes
MPOWER HOLDING: Lease Unit Wants Its Chapter 11 Case Dismissed
NII HOLDINGS: Committee Hires Kilpatrick Stockton as Counsel
NTL INC: New York Court Fixes July 24, 2002 Claims Bar Date
NATIONSRENT: Deadline To Hire New CEO Extended Until Month-End

ON SEMICONDUCTOR: Will Publish Second Quarter Results on July 22
ONLINE POWER SUPPLY: Ehrhardt Keefe Airs Going Concern Doubt
OWENS CORNING: Court Okays WH Smith Appointment as Fee Auditor
P-COM INC: Silicon Valley Bank Commits to Extend $4MM Financing
PHONE 1 GLOBALWIDE: Grant Thornton Issues Going Concern Opinion

PHYCOR INC: Will Delay Form 11-K Filing with SEC
PRESIDENT CASINOS: Unit Files for Chapter 11 Reorg. in Miss.
PROVELL: Committee Turns to Mahoney Cohen for Financial Advice
PRUDENTIAL SECURITIES: Fitch Junks $6.7-Mill. Class H P-T Certs.
RUSH ENTERPRISES: Board Re-Classifies Shares & Declares Dividend

SEITEL: Enters New Pact to Sell DDD Unit to Rising Star for $25M
SERVICE MERCHANDISE: Court Clarifies Designation Rights Order
TRI-NATIONAL DEV'T: Senior Care Attorneys Demand Retraction
US AIRWAYS: Reach Pact with TWU Local 546 on Restructuring Plan
USG CORP: Wins Approval to Modify Certain Investment Guidelines

UNITED HERITAGE: Auditor Doubts Ability to Continue Operations
WAREFORCE INC: Completes Sale of All Assets to PC Mall, Inc.
WORLDCOM INC: Fitch Reviews Tenant Exposure to CMBS Transactions
WORLDCOM: May Seek Chapter 11 Protection But Not Federal Bailout
XO COMMUNICATIONS: Court Okays BSI as Claims & Balloting Agent

YIPES COMMS: Sells Network Operations & Other Assets to Newco

* DebtTraders' Real-Time Bond Pricing


AAI.FOSTERGRANT: Completes Out-Of-Court Financial Restructuring
Financo Restructuring, the financial advisory division of
Financo, Inc., one of the country's leading independent
investment banking firms, announced the successful completion of
an out of court restructuring of AAi.FosterGrant, Inc., the
world renowned manufacturer and distributor of sunglasses,
reading glasses and jewelry. The transaction involved a debt-
for-equity swap with the Company's bondholders together with a
new equity investment by a company shareholder. The
reorganization enabled AAi.FosterGrant to successfully
restructure its balance sheet and position the Company for
future growth. Financo Restructuring acted as financial advisor
to the informal committee of bondholders of AAi.FosterGrant.

"An out of court restructuring of the Company's balance sheet
was the best solution for AAi.FosterGrant and allows the Company
to focus on top line growth and profitability," said Robert
Miller, President of Financo Restructuring. "I am pleased that
we were able to help guide the Company and its bondholders to
this successful conclusion."

"Financo Restructuring's excellent strategic guidance and superb
negotiation support was critical to the success of the debt-for-
equity swap," said John Ranelli, President and Chief Executive
Officer of AAi.FosterGrant. "Without their involvement, this
transaction would not have happened."

Financo Restructuring provides financial advisory and investment
banking services to companies in reorganization and their
creditors. Robert Miller, the President of Financo
Restructuring, is one of the country's leading bankruptcy
experts with over twenty years of experience in major, complex
restructurings including Macy's, Trump Taj Mahal, Days Inn, A.H.
Robins, Continental Airlines, Insilco, Charter Company,
Integrated Resources and Zales.

Financo, Inc. is one of the country's leading independent
investment banking firms, with particular experience and
expertise in the retail and merchandising sectors. Founded in
1971 by Gilbert W. Harrison, its Chairman, the firm specializes
in mergers and acquisitions, financial restructuring, principal
transaction sponsorship and consulting. For more information
please visit Financo's Web site at

AAi.FosterGrant, based in Smithfield, RI, is one of the leading
sellers of popularly priced sunglasses in the $2.2 billion U.S.
market. AAi.FosterGrant is also a leading distributor of non-
prescription fashion reading glasses, a category growing in
popularity with aging baby boomers, as well as costume jewelry.
The first pair of FosterGrant sunglasses was sold on the
boardwalk in Atlantic City in 1929. The Company is well
recognized by its advertising campaign: "Who is that person
behind the FosterGrants?"

ACT MANUFACTURING: Seeks OK to Hire Hanify to Sue Lenders
The Unsecured Creditors' Committee appointed in Act
Manufacturing, Inc.'s chapter 11 cases obtained approval from
the U.S. Bankruptcy Court for the District of Massachusetts to
employ Hanify & King as Special Counsel.

Hanify & King is expected to provide general research, drafting
and litigation services in connection to the various claims
against the Debtors' secured lenders.

The Committee agrees to pay Hanify & King its customary and
ordinary hourly rates. The specific hourly rates are not

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

APW LTD: Gets Final Approval to Employ Weil Gotshal as Counsel
APW Ltd. and Vero Electronics secured permission from the U.S.
Bankruptcy Court for the Southern District of New York to engage
Weil, Gotshal & Manges LLP as their attorneys.

Weil Gotshal's current customary hourly rates are:

          members and counsel      $410 to $700
          associates               $200 to $450
          paraprofessionals        $50 to $175

Weil Gotshal will:

     a. take all necessary or appropriate actions to protect
        and preserve the Debtors' estates, including the
        prosecution of actions on the Debtors' behalf, the
        defense of any actions commenced against the Debtors,
        the negotiation of disputes in which the Debtors are
        involved, and the preparation of objections to claims
        filed against the Debtors' estates;

     b. prepare on behalf of the Debtors, as debtors in
        possession, all necessary or appropriate motions,
        applications, answers, orders, reports, and other papers
        in connection with the administration of the Debtors'

     c. take all necessary or appropriate actions in
        connection with the negotiation, modification, and
        implementation of the Debtors' plan of reorganization
        and related disclosure statement and all related
        documents and such further actions as may be required in
        connection with the administration of the Debtors'

     d. perform all other necessary or appropriate legal
        services in connection with these chapter 11 cases.

APW, a publicly-held, Bermuda company, operates as a holding
company whose principal assets are the shares of stock of its
worldwide operating subsidiaries. APW's operations consist
solely of providing financial, accounting and legal services to
its foreign and domestic direct and indirect subsidiaries. The
Company filed for chapter 11 protection on May 16, 2002 in the
U.S. Bankruptcy Court for the Southern District of New York.
Richard P. Krasnow, Esq., at Weil, Gotshal & Manges represents
the Debtors in their restructuring efforts. When the Company
fled for protection from its creditors, it listed $797,104,000
in total assets and $899,751,000 in total debts.

ADELPHIA COMMS: UST Convenes Meeting to Form Committees Today
The United States Trustee for the Southern District of New York
has scheduled an organizational meeting for the purpose of
forming one or more official committees of Adelphia
Communications' creditors.  The meeting will be held in New York
at the Sheraton New York Hotel and Towers, 811 7th Avenue,
between 52nd and 53rd Streets, at 11:00 a.m., on Thursday, July
11, 2002.  Tracy Hope Davis, Esq., is the attorney for the U.S.
Trustee in charge of ACOM's Chapter 11 cases.  Contact the
Office of the U.S. Trustee at (212) 510-0500 for additional
details. (Adelphia Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

Adelphia Communications' 10.5% bonds due 2004 (ADEL04USR1),
DebtTraders says, are quoted at a price of 44. See
for real-time bond pricing.

AGRILINK FOODS: Bank Lenders Waive Covenant Under Credit Pact
Pro-Fac Cooperative, Inc. (Nasdaq: PFACP), an agricultural
cooperative based in Rochester, New York, announced that its
board of directors has decided to delay the payment of dividends
normally paid on or about July 31 of each year on Pro-Fac's
cumulative preferred stock, non-cumulative preferred stock, and
common stock.

As was previously announced on June 21, 2002, Pro-Fac and
Agrilink Foods, Inc., a wholly-owned subsidiary of Pro-Fac,
incurred a non-cash impairment charge in their financial
statements for the fiscal year ending June 29, 2002 to the
goodwill value of Agrilink. The amount of the charge, to conform
with Financial Accounting Standard 142, was originally expected
to be approximately $105 million, but, upon further review of
the situation by Pro-Fac, Agrilink and Pro-Fac's independent
accountants, is now expected to be approximately $140 million.
Agrilink initiated and has obtained an interim waiver from its
existing bank lenders waiving the impact of the impairment
charge on a covenant under the bank lending facility, so that
Agrilink will continue to have access to borrowing under its
bank lending agreement to fund the operations of its business
through September 27, 2002.

On June 21, 2002, Agrilink, Pro-Fac and Vestar Capital Partners
also announced the signing of a definitive agreement providing
for a $175 million equity investment in Agrilink under which
affiliates of Vestar will obtain control of Agrilink. The equity
investment will be used, along with proceeds of a new credit
facility, to repay Agrilink's existing bank indebtedness.

Because the exact amount of the impairment charge has not been
determined, and because it is unclear whether the impairment
charge will have any impact on any covenants under Agrilink's
other lending arrangements, Pro-Fac's Board of Directors has
decided to delay the payment of its dividends normally paid in
July pending the closing of the transaction with Vestar. No
record date or payment date has been fixed by the Board of
Directors at this time.

In a separate announcement, Agrilink said that it has initiated
the solicitation process for consent to the Vestar transaction
by the holders of its senior subordinated notes which is
expected to be completed on or about July 22, 2002. The closing
of the Vestar transaction is targeted for early August, 2002.

Pro-Fac Cooperative is a grower cooperative consisting of more
than 500 members who provide fruits and vegetables that are
processed at facilities across the country. These commodities
are marketed as branded, private label and foodservice products,
primarily through Agrilink Foods.

AIR CANADA: Inks Pact with Alliance Atlantis for New Programming
Air Canada and Alliance Atlantis Broadcast Group announced an
exclusive agreement whereby the Canadian broadcaster will
provide a variety of programming from its analog and digital
specialty networks for all Air Canada flights of 90 minutes or

Starting next month, Alliance Atlantis will provide a new, half
hour in-flight magazine-style program featuring fully branded
content exclusively from Alliance Atlantic networks, in addition
to select full-length Canadian programs from such channels as
HGTV Canada, Food Network Canada, Life Network, History
Television, National Geographic Channel and the Independent Film
Channel. Spafax Canada Inc., publishers of Air Canada's enRoute
magazine and producers of the carrier's onboard entertainment,
created this innovative opportunity for these two leading
Canadian companies to forge this partnership.

"As Canada's national airline, we're proud to offer the variety
and depth of the Alliance Atlantis specialty networks - some of
the best television programming being produced in the country,"
said Steven Grovestine, Director, Product Design, Air Canada.
"Given that a variety of high quality in-flight entertainment is
a priority for our customers - particularly on medium and
long haul flights - we're confident that there is something for
each of our customers in Alliance Atlantis' entertainment

"We are thrilled to have the opportunity to expand our
partnership with Air Canada and provide their customers with a
glimpse of the far-reaching, high quality, entertaining
programming offered by Alliance Atlantis networks," said Walter
Levitt, Vice President of Marketing, Alliance Atlantis
Broadcasting. "With a vast array of channels from which to draw,
Alliance Atlantis is able to provide Air Canada with a breadth
of content that will keep the programming fresh and interesting,
while appealing to the sophisticated and varied interests of Air
Canada customers."

The new, exclusive agreement builds on an existing agreement
with Air Canada that has included History Television vignettes
as part of the airline's in-flight entertainment since 1997.

Alliance Atlantic Communications is a leading vertically
integrated broadcaster, creator and distributor of filmed
entertainment with ownership interests in 18 specialty channels,
including five established operating channels: Showcase, Life
Network, History Television, HGTV Canada and Food Network
Canada; and nine recently launched developing channels: Series+,
Historia, Showcase Action, Showcase Diva, The Independent Film
Channel Canada, Discovery Health Channel Canada, BBC Canada, BBC
Kids, and National Geographic Channel; and four channels in
which the company has minority interests: Scream, The Score,
Pride Vision TV and One: the Body, Mind and Spirit Channel.

Alliance Atlantis' principal business activities are
conducted through three operating groups: the Broadcast Group,
the Motion Picture Distribution Group and the Entertainment
Group. Headquartered in Toronto, Alliance Atlantis operates
offices in Los Angeles, London, Montreal, Dublin, Edmonton,
Halifax, Shannon and Sydney. The company's common shares are
listed on the Toronto Stock Exchange under the trading symbols
AAC.A AAC.B and on NASDAQ - trading symbol AACB. The company's
Web site is

Montr,al-based Air Canada provides scheduled and charter air
transportation for passengers and cargo to more than 150
destinations on five continents. Canada's flag carrier is the
12th largest commercial airline in the world and serves more
than 30 million customers annually with a fleet consisting of
more than 300 aircraft. Air Canada is a founding member of Star
Alliance providing the world's most comprehensive air
transportation network.

Air Canada was voted the Best Airline in North America in the
2002 Official Airline Guide's annual survey of the world's most
frequent travellers and Aeroplan, Air Canada's frequent flyer
program, won the distinction of being named the world's Best
Frequent Flyer Program.

                          *  *  *  *

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.

AMDOCS LTD: Weaker Profitability Expectations Concern S&P
Standard & Poor's affirmed its triple-'B'-minus corporate credit
and double-'B'-plus subordinated ratings on Amdocs Ltd. At the
same time, Standard & Poor's revised its outlook on the company
to negative from stable, reflecting challenging market
conditions in the telecom industry and weaker profitability

Amdocs, based in St. Louis, Missouri, is a leading provider of
software products and services designed to support the business
operations of communications companies. It has $500 million of
debt outstanding.

Amdocs has a top-tier customer base and significant recurring
revenues. The company's market positions are defensible because
of investments in complex and scalable computer solutions, long-
term customer relationships with high switching costs, and
expertise in the telecommunications industry. Sales growth
within its existing customer base is likely longer term, while
key strategic alliances, such as with Accenture Ltd. and the
Certen venture, should enhance growth prospects. However, due to
current slowdowns in customer buying decisions, Amdocs expects
that market conditions in the third and fourth quarters will
continue to be weak. Amdocs expects to report revenue for the
June quarter of about $380 million, below previous expectations
of $420 million. The company expects fourth quarter revenues to
be weak also, in the $350 million area. To offset this weakness,
the company plans to reduce costs about 10% over the next two
quarters and take a restructuring charge.

"We expect Amdocs to maintain its market position and a
financial profile with a significant cash position.
Profitability measures are expected to remain weak over the near
term," said Standard & Poor's credit analyst Philip Schrank.
"But we expect improvement over the intermediate term, as
restructuring actions take hold and as the telecom industry
stabilizes somewhat. Ratings will be lowered if the company's
profitability and liquidity diminish from expected levels."

Financial flexibility is provided by the good free operating
cash flow generation and cash balances, exceeding $1 billion as
of March 31, 2002, which will fund Amdocs' restructuring actions
and growing outsourcing business and support its acquisition and
moderate share repurchase strategy.

APPLIEDTHEORY: Lenders Allow Continued Cash Collateral Use
AppliedTheory Corporation and its debtor-affiliates submit to
the U.S. Bankruptcy Court for the Southern District of New York,
a fifth stipulation for continued use of cash collateral.  That
cash collateral secures ApliedTheory's pre-petition obligations
to Halifax Fund, L.P., Palladin Partners I, L.P., Palladin
Overseas Fund Ltd., DeAm Convertible Arbitrage Fund, Ltd. and
Lancer Securities (Cayman) Ltd.

The consortium of Institutional Investors allowed the Debtors to
continue using the Cash Collateral solely to pay $13,100 of
Payroll obligations for the period from June 13, 2002 through
June 26, 2002.

In order to provide the Institutional Investors with adequate
protection, the Institutional Investors are granted a
Replacement Lien and Super-Priority Administrative Claim in an
amount not to exceed $6,550.

AppliedTheory Corporation provides internet service for business
and government, including direct internet connectivity, internet
integration, web hosting and management service. The Company
filed for chapter 11 protection on April 17, 2002. Joshua Joseph
Angel, Esq. and Leonard H. Gerson, Esq. at Angel & Frankel,
P.C., represent the Debtors in their restructuring efforts. When
the Company filed for protection from its creditors, it listed
$81,866,000 in total assets and $84,128,000 in total debts.

BEDFORD HOLDINGS: Will Begin Debt Workout Talks with Noteholders
Bedford Holdings (OTC BB: BFHI) initiates plans to restructure
its outstanding debt.

The Company recently received approval from its major lenders to
restructure the debt and will now aggressively begin
negotiations with noteholders for the de-leveraging of its
financial condition.

Leon Zapoll, President of Bedford Holdings, stated: "This
announcement is a significant milestone for Bedford Holdings
because it was one of the most challenging financial
restructuring hurdles we needed to overcome in order to move
forward with our business plan. One of the most important steps
of our debt restructuring was successfully completed when the
financial conditions were settled out of court with the first
group of noteholders."

Mr. Zapoll continued, "We will be working to create a term sheet
that provides a proposed framework for restructuring our debt.
This term sheet is an important step in Bedford's financial
future that will provide a stable financing environment on which
our customers, employees and investors can rely. It will also
allow us to aggressively take advantage of business
opportunities and to create value for our shareholders."

BETHLEHEM STEEL: Speeding-Up Efforts to Restructure Operations
Bethlehem Steel Corporation is accelerating efforts toward a
restructuring of its operations. These actions are necessary to
complete a plan of reorganization to emerge from bankruptcy
court protection and are essential to the long-term
competitiveness of Bethlehem's steel mills as the Corporation
continues to pursue partnerships with other global companies.

"Since filing bankruptcy last October, we have successfully
stabilized our situation and initiated discussions with
potential business partners," said Robert S. Miller, Bethlehem's
chairman and chief executive officer. "The current strength in
the steel market, together with the President's action on the
Section 201 steel tariff remedy, has given us the breathing
space to deal with our long-term issues in an orderly way. We
cannot afford to squander the time we have been given, and
that's why we are getting on with the tough job of a
restructuring plan."

"This company now has six retirees for every active employee.
The accumulated burden of our pension and health care ``legacy
costs' is approximately $5 billion, and we can see no way to
support these obligations beyond the next year. We must,
therefore, consider the impact of significant changes to our
retirement benefits, including the possibility that our current
defined benefit pension plan will be terminated by the Pension
Benefit Guaranty Corporation (PBGC), requiring a new defined
contribution pension plan for our active employees."

In addition, the company in the near future will begin
discussions with the United Steelworkers of America working
toward a comprehensive new labor agreement to reduce costs,
eliminate waste and enhance flexibility. "We must fight for
survival in the global marketplace, against significant lower-
cost competition from imports, from mini-mills, and even from
the reorganized assets of LTV. We can no longer afford workplace
restrictions that impose unnecessary costs," Mr. Miller added.

"We have a cooperative relationship with the USWA, and I know
they share our goal of improving the future prospects for our
workforce. I look forward to our negotiations.

"In stepping up our restructuring efforts, we are in no way
turning away from possible partnerships. While we make the
necessary changes to enable Bethlehem to stand on its own, we
will continue to explore those partnerships that can add value
for all our stakeholders. By getting on with the job of
restructuring, we will enhance, not erode, the possibility for
successful business combinations to ensure a bright future for
our customers and employees. We recognize that consolidation of
our industry into fewer strong players is a necessity, and we
intend to play an important role in that process. We will
continue to focus on the automotive, construction, machinery,
packaging and plate market segments."

Steps now under consideration by Bethlehem include:

     --  A comprehensive new labor agreement with the USWA.

     --  Appropriate revised employee benefits in the event of
         pension plan termination.

     --  Significant changes to active and retiree health care

     --  Continued efforts to secure legislation for retiree
         health care assistance from the federal government.

     --  Further actions toward a leaner organizational
         structure, from top to bottom, to lower costs and speed

     --  Review of actions necessary to deal with under-
         performing assets.

     --  Possible acquisitions of selected assets to enhance our

     --  A capital expenditure plan with sufficient resources to
         ensure our facilities can keep up with ever more
         stringent customer demands.

Specific actions and alternatives related to these steps will be
reviewed with Bethlehem's board of directors later this month.
Implementation and the commencement of labor negotiations are
expected to follow shortly thereafter.

Mr. Miller concluded by saying, "I witnessed with sadness the
tragedy of the many steel companies that shut down their
operations last year, thereby disrupting customers, suppliers,
communities and employees. With the benefit of good market
conditions, good bankruptcy financing arrangements, and good
trade law enforcement now in place, there is no reason why we
can't achieve the needed changes without the pain of shutting
down. But there's no point in taking a band-aid approach when
major surgery is called for. We need a comprehensive
restructuring so that our employees can be part of a globally
competitive steel industry of the future. We all want the 100th
anniversary of Bethlehem Steel in 2004 to be celebrated out of
joy, not sorrow."

Bethlehem Steel Corporation's 10.375% bonds due 2003 (BS03USR1),
DebtTraders reports, are quoted at a price of 10. See
real-time bond pricing.

BIRMINGHAM STEEL: UST Will Convene Creditors' Meeting on July 12
The United States Trustee will convene a meeting of Birmingham
Steel Corporation's creditors on July 12, 2002 at 2:00 a.m., 2nd
Floor, Room 2112, J. Caleb Boggs Federal Building, Wilmington,
Delaware. This is the first meeting of creditors required under
11 U.S.C. Sec. 341(a) in all bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of

Birmingham Steel Corporation manufacture and distribute steel.
Without limitation, the Debtors produce steel reinforcing bar
(rebar) for construction industry and merchant steel products
for fabricators and distributors across North America. The
Company filed for chapter 11 protection on June 3, 2002. James
L. Patton, Esq., Michael R. Nestor, Esq., Sharon M Zieg, Esq.,
at Young Conaway Stargatt & Taylor, LLP and John Whittington,
Esq., Patrick Darby, Esq., Lloyd C. Peeples III, Esq., at
Bradley Arant Rose & White LLP represent the Debtors in their
restructuring efforts. When the Company filed for protection
from its creditors, it listed $487,485,834 in assets and
$681,860,489 in total debts.

BROADLEAF CAPITAL: Pursuing Turnaround Plan After Debt Workout
Broadleaf Capital Partners, Inc., (OTCBB:BDLF) stated that there
has been no material change in the company, and believes the
recent general market activity and loss of investor confidence
may be affecting and responsible for Broadleaf's very modest
share value and notable volatility.

Broadleaf Capital Partners' Interim President, Robert Braner,
stated, "The implementation of our strategy to rebuild the
company and restore shareholder value remains well underway.
Having achieved the restructuring of the Company's share
capital, the significant reduction of the company's liabilities,
and the recent election of new Board of Directors, we are
aggressively moving forward with our Plan for Success as
outlined in previous press announcements."  Those announcements
can be viewed at

CHADMOORE WIRELESS: Will Make Initial Liquidating Distribution
Chadmoore Wireless Group, Inc., a dissolved Colorado
corporation-2002, announced that on Friday, July 12, 2002, it
will be mailing its initial distribution of cash to its
shareholders in the aggregate amount of $22,693,716, or
approximately $0.33 per share.

The distribution will be made through Chadmoore's liquidating
agent, Computershare Trust Company of Lakewood, Colorado. The
initial cash distribution by Chadmoore is only the first in what
is expected to be a series of distributions over the five-year
liquidation period provided for under Colorado law. Future cash
distributions will be made as litigation and tax matters are
resolved. Chadmoore's current reserve for known, contingent, and
unknown liabilities is approximately $29.7 million. Absent any
substantial unforeseen additional liabilities, the total
distribution per share over the liquidation period is expected
to be approximately $0.57 per share as disclosed in the
Company's proxy statement filed in connection with the sale of
its assets to Nextel. "We are pleased to have completed the work
necessary in order to make this initial distribution to
Chadmoore's shareholders," said Robert Moore, Chadmoore's Chief
Executive Officer. "We look forward to resolving the two pending
litigation matters so that a large portion of those reserved
amounts can also be distributed."

CHIVOR SA: Files for Chapter 11 Protection in New York
AES Corp.'s Chivor SA, the fourth largest electric power
generator in Colombia, filed a prepackaged chapter 11 bankruptcy
petition on Saturday in the U.S. Bankruptcy Court in Manhattan,
Dow Jones reported.  According to court papers obtained by Dow
Jones, Chivor sought bankruptcy protection to extend the
maturity date of its senior secured loan over the dissent of two
lenders.  Chivor said it expects to continue normal operations
while in bankruptcy, according to court papers, reported the
newswire. (ABI World, July 9, 2002)

CHIVOR SA: Case Summary & 20 Largest Unsecured Creditors
Debtor: Chivor S.A. E.S.P.
        Calle 98 No.22-64
        Bogota, D.C.
        Republic of Colombia
        aka Chivor

Bankruptcy Case No.: 02-13291

Chapter 11 Petition Date: July 6, 2002

Court: Southern District of New York (Manhattan)

Judge: Burton R. Lifland

Debtor's Counsel: Howard Seife, Esq.
                  N. Theodore Zink, Jr., Esq.
                  Chadbourne & Parke LLP
                  30 Rockefeller Plaza
                  New York, NY 10112
                  Fax : (212) 541-5369

Total Assets: $588,624,000 (as of May 30, 2002)

Total Debts: $349,376,000 (as of May 30, 2002)

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Sulzer Colombia S.A.       Sulzer Pelton Wheels     $2,100,505
Dpto. KA 323               (CAPEX)Loan due on 2006
Randsburg, Germany
Attn: Monika Solomon

Interconexion Electrica    Tax for not interconnected $230,349
S.A. Fazni Contribution    zones

Corp. Aut. Regional Chivor Environmental contribution $238,610

Municipio de Macanal       Environmental contribution $117,514
                            Law 99-1990

Interconexion Electrica     Administration fee        $108,669

Corp. Aut. Regional         Environmental contribution $62,113
Cundinamarca                Law 99 -1990

Corp. Aut. Regional Boyaca  Environmental contribution $23,692
Cra. 12 No. 18-33 Piso      Law 99 -1990

Municipio de Garagoa        Environmental contribution $21,317
Palacio Municipal           Law 99 -1990

Municipio de Almeida        Environmental contribution $20,195
Palacio Municipal           Law 99 -1990

Municipio de Chivor         Environmental contribution $15,214
Palacio Municipal           Law 99 -1990

Municipio de Macheta        Environmental contribution $14,398
Palacio Municipal           Law 99 -1990

Corp. Aut. Regional Guavio  Environmental contribution $12,605
Palacio Municipal           Law 99 -1990

Municipio de Santa Maria    Environmental contribution $12,326
Palacio Municipal           Law 99 -1990

Municipio de Somondoco      Environmental contribution $10,050
Palacio Municipal           Law 99 -1990

Municipio Ramiriqui Palacio Environmental contribution  $8,658
Municipal                   Law 99 -1990

Municipio Tibana Palacio    Environmental contribution  $8,549
Municipal                   Law 99 -1990

Municipio Umbita Palacio    Environmental contribution  $8,356
Municipal                   Law 99 -1990

Municipio Chinavita Palacio Environmental contribution  $8,227
Municipal                   Law 99 -1990

Municipio de Sutatenza      Environmental contribution  $7,943
Palacio Municipal           Law 99 -1990

Municipio Ventaquemada      Environmental contribution  $7,334
Palacio Municipal           Law 99 -1990

Municipio de Ubala          Environmental contribution  $6,805
Palacio Municipal           Law 99 -1990

COMDISCO INC: Replacing BofA & Fifth Third Letters of Credit
Comdisco, Inc., and its debtor-affiliates obtained Court
approval to:

  (i) replace the existing cash collateralized letter of credit
      issued by Bank of America with a letter of credit issued
      by Fifth Third Bank; and

(ii) enter into a new letter of credit facility with Fifth
      Third Bank in the aggregate amount of $12,000,000.

As security for the payment and performance of all Obligations
of the Debtors and their estates to Fifth Third Bank under the
New Letter of Credit Facility, Judge Barliant rules that Fifth
Third Bank is granted a first priority and perfected security
interest and lien on the Collateral.

The Court provides that upon the occurrence of any Default,
Fifth Third Bank may, in its sole discretion terminate its
commitment under the New Letter of Credit Facility.  Upon 10
days prior written notice to the Debtors, the Creditors'
Committee and the United States Trustee Fifth Third Bank will
have immediate relief from the automatic stay to enforce their
security interests and liens or take any remedial action.

                         *   *   *

The fees associated with the new letters of credit are:

  (i) an annual commitment fee equal to four-tenths of 1% times
      the amount available under the new letter of credit

(ii) an annual letter of credit fee equal to three-quarters of
      1% times the aggregate amount available to be drawn under
      each issued new letter of credit;

(iii) upon the date of the occurrence of each draw under the new
      letter of credit, a fee equal to one-quarter of 1% of the
      drawn amount; and

(iv) Fifth Third Bank's costs associated with the New Letter of
      Credit Facility. (Comdisco Bankruptcy News, Issue No. 31;
      Bankruptcy Creditors' Service, Inc., 609/392-0900)

COVANTA ENERGY: Court Okays Deloitte & Touche as Accountants
Covanta Energy Corporation and its debtor-affiliates obtained
Court authority to employ and retain, pursuant to Section 327(a)
of the Bankruptcy Code and Bankruptcy Rule 2014(a), Deloitte &
Touche as their independent auditors, accountants, tax advisors,
and consultants.  Deloitte will perform the extensive
independent auditing and accounting, tax advisory, and
consulting services that the Debtors' will require during the
Chapter 11 proceedings. The employment will be nunc pro tunc to
the Petition Date.

Deloitte's responsibilities in these Chapter 11 cases will

     (a) auditing the consolidated annual financial statements
         of the Debtors and auditing the consolidated annual
         financial statements of the Debtors' subsidiaries;

     (b) auditing the annual financial statements of retirement
         plans of the Debtors and auditing the annual financial
         statements of retirement plans of the Debtors'

     (c) performing reviews of interim financial statements;

     (d) tax services, including, without limitation, preparing
         the Debtors', and as required, the Debtors'
         subsidiaries, federal, state, local and foreign income
         tax returns, assisting the Debtors, and as required,
         the Debtors' subsidiaries, in responding to federal,
         state, local and foreign income tax examinations,
         reviewing and analyzing the Debtors' quarterly and
         annual worldwide tax accruals, and providing expatriate
         tax services, sales and use tax rebate services, and
         other tax services;

     (e) consulting services relative to certain price
         adjustments in connection with previously completed
         transactions unrelated to the potential acquisition
         referred to below; and

     (f) as may be agreed to by Deloitte, rendering other
         professional services, including, without limitation,
         business interruption and insurance claim consulting
         services, actuarial and accounting assistance,
         including, without limitation, assistance in connection
         with reports requested of the Debtors by the Court, the
         U.S. Trustee and/or parties-in-interest, as the
         Debtors, their attorneys, or financial advisors may
         from time to time request.

Deloitte's rates are:

     Partner/Principal/Director     - $470 to $540 per hour
     Senior Manager                 - $340 to $450 per hour
     Manager                        - $250 to $320 per hour
     Senior Accountants/Consultants - $200 to $240 per hour
     Staff Accountants/Consultants  - $180 to $200 per hour
     Administrative Assistants      -  $60 per hour

In addition, reasonable expenses, including travel, report
production, delivery services, and other expenses incurred in
providing the services, will be included in the total amount
billed. (Covanta Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

CREDIT STORE: Mulling Bankruptcy Filing to Restructure Debt
The Credit Store, Inc. (Amex: CDS) provided an update as to its
liquidity status and announced the settlement of previously
disclosed litigation.

The Company is currently engaged in discussions with its various
institutional creditors and possible new sources of funding
looking toward extensions of maturity dates or refinancing of
its existing indebtedness.  It is also in the process of
negotiating receivable sales.  If these discussions and
negotiations are not successful, the Company will be unable to
meet its existing obligations maturing during July and would
likely be unable to continue to fund its operations by the end
of the month.  There can be no assurance that these discussions
will be successful.  Accordingly, the Company is reviewing the
alternatives available to it to preserve its liquidity if its
funding discussions are not successfully resolved this month,
including filing a petition for reorganization under Chapter 11
of the federal bankruptcy act.

The Company has also settled the Renaissance Trust I litigation
previously described in the Company's filings with the
Securities and Exchange Commission.  Pursuant to the settlement,
the Company has agreed to pay Renaissance $4.0 million plus
interest over a four-year period.  The recording of this
settlement agreement will likely result in the Company reporting
negative net worth.  Further, the Company will likely be
required to accrue additional funds as a reserve in connection
with a similar dispute with the O. Pappalimberis Trust.

The Credit Store, Inc. is a technology and information based
financial services company that provides credit card products to
consumers who may otherwise fail to qualify for a traditional
unsecured bank credit card.  The Company reaches these consumers
by acquiring their defaulted debt.  The Company acquires
portfolios of non-performing consumer receivables and offers a
new credit card to those consumers who agree to pay all or a
portion of the outstanding amount due on their debt.  The new
card is issued with an initial balance and credit line equal to
the agreed repayment amount.  After appropriate seasoning, the
Company seeks to sell or securitize these credit card

ENRON: Berry Group Gets Relief to Issue Subpoenas to Andersen
The Court grants the relief requested against Arthur Andersen
LLP.  Particularly, the Berry Group is authorized to issue
subpoenas or other process to compel the production of documents
and the attendance of a corporate representative of Arthur
Andersen at oral examinations.

Judge Gonzalez directs Arthur Andersen to produce on a rolling
basis all responsive documents requested within five days of
issuance of a subpoena, subject to any documents withheld under
a claim of privilege.  The responsive documents must be produced
at the law office of J. Mitchell Clark at Frost Bank Plaza, 802
N. Carancahua in Corpus Christi, Texas.  The corporate
representative of Arthur Andersen is directed to submit to an
oral examination in no less than 20 days from the issuance of
the subpoena.

In a separate order, the Court denies the relief sought by Berry
Group against Enron Corporation. (Enron Bankruptcy News, Issue
No. 35; Bankruptcy Creditors' Service, Inc., 609/392-0900)

ENRON CORP: Court Allows Outsourcing of SAP Work to CAP Gemini
Enron Corporation and its debtor-affiliates obtained Bankruptcy
Court authority to enter into the Outsourcing Agreement with Cap
Gemini Ernst & Young U.S. LLC for the operation of the Enron
Companies' business support systems in the ISC.

As part of this transaction, Cap Gemini will extend offers of
employment to Enron's current ISC employees and replace certain
of the contractors currently providing these accounting support
services to the Enron Companies.

Under the Agreement, Cap Gemini will, among other things:

  (a) Perform Core Services, including systems analysis,
      software integration, software maintenance and
      enhancement, testing, release management, SAP help desk
      and related software support services;

  (b) Make Additional Services available, including providing
      additional professional staff to respond to Service
      Requests, and providing additional software applications
      support and minor enhancement Services through Cap Gemini
      personnel staffed at its Kansas City Service Center;

  (c) Extend offers of employment to substantially all current
      Enron eligible employees in the ISC and add 1-3 leadership
      and support personnel;

  (d) Replace at least 1 contractor per month, effectively
      capping the Enron's year-one ISC personnel cost at
      $10,140,000 (assuming the ISC remains constant or
      decreases the cost of contractors not yet replaced); and

  (e) Maintain or improve current ISC service levels.

By entering into the Agreement, that the Enron Companies will
avoid costs of $1,800,000 in the first year alone. (Enron
Bankruptcy News, Issue No. 35; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

Enron Corp.'s 9.125% bonds due 2003 (ENRN03USR1) are quoted at
11.5, DebtTraders says. For real-time bond pricing, see

EXODUS: One-Man Plan Committee Replaces Creditors' Committee
Mark Minuti, Esq., at Saul Ewing LLP in Wilmington, Delaware,
advises the Court that the Official Committee of Unsecured
Creditors dissolved in accordance with Section 4.10(a) of the
Second Amended Joint Plan of Reorganization of EXDS, Inc. and
its Debtor Affiliates.  The Committee dissolved on June 19, 2002
and was replaced with the Plan Committee comprised solely of:

                   HY Investments, LLC
                   Attn: Matthew Zell
                   2 N. Riverside Plaza
                   Chicago, IL 60606
                   Phone: (312) 466-3805
                   Fax: (312) 559-1280

The firm of Saul Ewing is Plan Committee's proposed counsel.
(Exodus Bankruptcy News, Issue No. 21; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

DebtTraders says Exodus Communications Inc.'s 11.625% bonds due
2010 (EXDS10USR1) are trading at about 5.5. See
for real-time bond pricing.

FAIRCHILD DORNIER: US Trustee Appoints Creditors' Committee
The United States Trustee appoints three creditors to serve on
the Official Committee of Unsecured Creditors in the chapter 11
case involving Fairchild Dornier Corporation.  The three
creditors are:

     1) Barry Eccleston
        600 Running Brook Drive
        Great Falls, VA 22066

     2) Greg Cope
        709 Bellview Ct., NE
        Leesburg, VA 20176

     3) Alan Stitley
        1511 Stuart Road
        Reston, VA 20194

Fairchild Dornier Corporation's involuntary chapter 7 case was
converted to voluntary chapter 11 proceeding under the U.S.
Bankruptcy Code on May 20, 2002. Dylan G. Trache, Esq. at Wiley
Rein & Fielding LLP and Thomas P. Gorman at Tyler, Bartl, Gorman
& Ramsdell, PLC represent the Debtor in its restructuring

FASTCOMM COMMS: Transfers All Assets to Solo Secured Lender
FastComm Communications Corporation announced that its sole
secured lender, a Canadian investment company, has exercised its
right to take possession of all of the tangible and intangible
assets of the Company. FastComm filed a voluntary petition under
Chapter 11 of the federal bankruptcy laws on May 3, 2002. On
June 13, 2002, the Bankruptcy Court ordered that the automatic
stay be lifted at 5:00 PM, thereby permitting the foreclosure on
these assets, if certain pre-conditions did not occur, including
submission of a qualified bid for the assets. These conditions
were not met.

These assets have been transferred to a newly formed corporation
that will operate as a private subsidiary of the investment
company. The Company has been advised that this new entity will
continue to deliver and support FastComm products, resale
partners and customers. Bankruptcy counsel for FastComm has
filed a motion for dismissal of the Chapter 11 proceeding.

FastComm Communications -- is a
complete signaling, voice and data system solution provider,
offering innovative signaling interoperability solutions that
include support for SS7, C7, C5, R1, R2, and DTMF. FastComm also
provides advanced IP and data solutions over Frame Relay such as
voice/data Integrated Access Devices, IBM data center products
and protocol converters specifically designed for Unisys

FLAG TELECOM: Concludes 2002 FIFA World Cup Global Digital Feed
FLAG Telecom Holdings Limited (OTC: FTHLQ, LSE: FTL), along with
its group companies, announced that it had concluded its
successful global transmission of the 2002 FIFA World Cup(TM),
the largest broadcast sporting event of the year.

Beginning in May 2002 and concluding on Sunday, June 30th, FLAG
Telecom carried the world digital feed on its fiber optic
network from the International Broadcast Center in Seoul, Korea,
across three continents, reaching television viewers in over 15

FLAG Telecom's fiber optic cable network, together with ATM
transport and a video encoding/transport layer, enabled the high
performance delivery of live digital video on a global basis.

According to FLAG Telecom, events of this scale are
traditionally broadcast over satellite links, but this year a
fiber optic network was the preferred choice of carrier because
of favorable underlying economics, technology advances,
geographical location and weather conditions. The promise of
improved quality of transmission and reduced signal delay
encouraged industry leaders to embrace the new technology for
the leading broadcast sporting event in 2002.

A continuous 24-hour a day, 7-day-a-week live feed allowed
broadcasters to cut costs and increase content streams. Optical
fiber's duplex nature enabled return feeds to be viewed by
broadcasters and presenters in their native countries, where
they could commentate live on the action in Asia.

During the 2002 FIFA World Cup(TM), 64 matches played over four
weeks were delivered to major broadcasting hubs in London, Los
Angeles, New York, Miami and Atlanta. From there, they were
delivered to more than 15 countries including USA, Brazil,
Mexico, South Africa, New Zealand, U.K. and Norway. More than
seven major broadcasters, including the BBC (UK), subscribed to
the services.

Because of the success of the venture, FLAG Telecom plans to
distribute the digital feed of future sporting events, as well
as day-to-day broadcasting needs, film distribution, news feeds,
advertising requirements and other such enterprises. The global
nature of the FLAG Telecom's network ensures that virtually any
location can be serviced using this advanced technology
platform, at any bandwidth requirement from 2Mbps to 2.5Gbps,
covering all digital video standards.

The FLAG Telecom Group is a leading global network services
provider and independent carriers' carrier providing an
innovative range of products and services to the international
carrier community, ASPs and ISPs across an international network
platform designed to support the next generation of IP over
optical data networks. On April 12 and April 23, 2002, FLAG
Telecom Holdings Limited and certain of its subsidiaries filed
voluntary petitions for reorganization under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy
Court for the Southern District of New York. Also, FLAG Telecom
Holdings Limited and the other companies continue to operate
their businesses as Debtors In Possession under Chapter 11
protection. FLAG Telecom Holdings Limited and certain of its
Bermuda-registered subsidiaries - FLAG Limited, FLAG Atlantic
Limited and FLAG Asia Limited - filed parallel proceedings in
Bermuda to seek the appointment of provisional liquidators to
obtain a moratorium to preserve the companies from creditor
actions. Provisional liquidators were appointed and part of
their role is to oversee and liaise with the directors of the
companies in effecting a reorganization under Chapter 11. Recent
news releases and further information are on FLAG Telecom's Web
site at

FRUIT OF THE LOOM: Trust Sets-Up Uniform Settlement Procedures
The Unsecured Creditors Trust of Fruit of the Loom asks Judge
Walsh for an order establishing uniform procedures for objecting
to claims and settling claim-related disputes.

David B. Stratton, Esq., at Pepper Hamilton, counsel for the
Unsecured Creditors Trust, reminds Judge Walsh that the Trust
was established as of the Effective Date and the Debtors
transferred their ownership interest in their businesses to New
FOL Inc., a Delaware Corporation.

The Trust wants to establish uniform procedures for objections
to Class 4A Claims.  The procedures are designed to insure the
efficient and cost-effective disposition of objections to Claims
by providing a simple and streamlined resolution procedure. The
procedure will facilitate the expeditious reconciliation of
Claims filed against the Debtors with a minimum of expense and
effort by the Trust, the holders of the Claims, other parties in
interest and, perhaps most importantly, the Court.

                     Claim Objection Protocol

Mr. Stratton says that under the proposed procedures, the Trust
will file and serve objections to Claims based on grounds
permitted by the Bankruptcy Code or Rules. Objections will be
supported by declaration or affidavit verifying the supporting
facts. Subsequent Objections on different grounds may be filed
against Claims that are also the subject of a pending or
previously resolved Objection. The Trust's failure to assert a
ground of Objection against a particular Claim will not bar it
from asserting Objections against that Claim at a later time.

                      Responses To Objections

Mr. Stratton informs us that in accordance with Bankruptcy Code
Sections 102(1), 105, 502(b), and Rules 3007, 9019 and 9029, the
holder of a Claim that is the subject of an Objection must file
a written response in order to contest the Objection. The
Response must:

     (i) provide a concise statement setting forth all legal and
factual reasons why the Claim should not be disallowed,
reclassified or otherwise treated in accordance with the relief
requested in the Objection, and

    (ii) include copies of all documents supporting the Response
to the objection to Claim.

The Claimant must file and serve a Response within 20 days of
the service of the Objection or the Claim will be disallowed,
reduced, reclassified or otherwise treated, in accordance with
the relief requested, without further notice or hearing. If a
Claimant timely files and serves a Response complying with the
procedure, then a hearing will be held on the Objection and the
Response.  The hearing may be combined with other hearings on
Claims Objections and other matters at omnibus hearing dates.

If a Response to the Objection is timely filed, but the
respondent fails to include copies of all documents supporting
the Claim, the respondent shall have 20 days from the date of
Trust's written request to the Claimant to provide pertinent
documentation. If the Claimant fails to timely respond to the
Document Request by either (i) providing evidentiary support for
any portion of the asserted claim or (ii) a concise statement as
to why the Claimant cannot produce evidentiary support for the
claim, the Claim will be automatically disallowed, reduced,
reclassified or otherwise treated in accordance with the relief
requested in the Objection, without further notice or hearing as
if a Response had never been filed.

The Document Request shall also provide the following language:
"If you fail to timely respond to this document request by
either: (i) providing evidentiary support for the asserted claim
or (ii) a concise statement as to why you cannot produce
evidentiary support for the claim, your claim will be
automatically disallowed, reduced, reclassified, or otherwise
treated, in accordance with the relief requested in the
Objection, without further notice or hearing as if your Response
had never been filed."

In the event that the Claimant provides the Debtors with
documentation supporting the claim or the Claimant's response
indicates that no such documents exist, this provision shall be
inapplicable and any remaining objection shall be the subject of
a hearing before the Court.

Requiring Claimants to file and serve written Responses to the
Trust's Objections and respond to the Document Request will
assist the Trust and the Court in the claims reconciliation
process by allowing them to focus on specifics and possibly
resolve claims through informal negotiations. The Trust will
amend or withdraw its Objections to Claims when communications
with Claimants lead to the conclusion that their Claims are

                      Claim Settlement Protocol

Mr. Stratton requests that the following procedure to Settle a
disputed Claim between the Trust and the Claimant be approved:

   A. If the difference between the settlement amount and the
      scheduled amount (or, if not scheduled, the amount
      asserted in the proof of claim) is equal to or less than
      $100,000 (or some other amount subsequently agreed to by
      the Trust and the Unsecured Creditors Trust Advisory
      Committee), the Trust may settle, resolve and allow a
      disputed Claim within its sole discretion, with no further
      notice or order of the Court.

   B. If the difference between the settlement amount and the
      scheduled amount (or, if not scheduled, the amount
      asserted in the proof of claim) is more than $100,000 (or
      some other amount subsequently agreed to by the Trust and
      the Committee),  the Trust may settle, resolve and allow a
      disputed Claim in writing.  The Trust will serve counsel
      for the Committee with a written settlement.  Within 10
      business days of this event, the settlement shall be
      deemed approved by the Committee. (Fruit of the Loom
      Bankruptcy News, Issue No. 57; Bankruptcy Creditors'
      Service, Inc., 609/392-0900)

Fruit of the Loom's 8.875% bonds due 2006 (FRUIT2), DebtTraders
says, are trading at about 10. For real-time bond pricing, see

GA EXPRESS INC: Independent Auditors Express Going Concern Doubt
GA eXpress, Inc., formerly General Automation, Inc., is engaged
in the development and licensing of computer software and
related software consulting services and has subsidiaries in the
United States, Canada, Australia and England. The Company's US
operations are primarily devoted to the continued enhancement,
licensing, and support of E-Path web products. The US
operations, along with its Canadian subsidiary, have also
continued development of Selva Server web service products. The
Australian and United Kingdom operations continue to focus their
efforts on supporting operating systems (UNIX, Novell, OS/2) and
contract programming utilizing C++ and Visual Basic; the UK
operations began licensing E-Path during 2001.

The Company's independent auditors' reports for the years ended
2000 and 2001 contains a "going concern" qualification.

The primary issues management will focus on in the immediate
future to address this matter include:

         * Continue negotiating material contracts for the sale
of its ePath (TM) middleware products to customers which
management believes will provide additional liquidity for
operations. There can be no assurances that these contracts will

         * Continuing negotiations to secure short term
financing for approximately $2 million under terms and
conditions to be agreed upon. It is probable that this funding
may need to be obtained through a corporate subsidiary. There
can be no assurance that this funding will materialize.

         * Working with the Company's secured lender on a
restructuring of the debt they hold to allow for the raising of
additional capital. While management is hopeful an arrangement
can be achieved, it can give no assurance an agreement will be

The Company is seriously under-capitalized and suffers from a
lack of liquidity.  As stated, these factors have given rise to
its independent auditors concern as to the Company's ability to
continue as a going concern.

GENCORP: S&P Assigns BB/B+ Sr. Debt Ratings Under $300MM Shelf
Standard & Poor's assigned its preliminary double-'B' and
single-'B'-plus ratings to senior unsecured and subordinated
debt securities, respectively, filed under GenCorp Inc.'s $300
million SEC Rule 415 shelf registration. The company produces
automotive sealing systems, rocket propulsion systems, and
chemical intermediates.

At the same time, Standard & Poor's affirmed its existing
ratings on GenCorp, including the double-'B' corporate credit
rating. The outlook is stable.

"The ratings on GenCorp reflect a below average business
profile, offset by manageable debt levels," said Standard &
Poor's credit analyst Christopher DeNicolo. The firm has
moderate internal cash-generating ability, and there is
potential for debt-financed acquisitions.

The Sacramento, California-based company has three segments:
automotive vehicle sealing systems (GDX Automotive, $808 million
revenues in fiscal 2001), aerospace and defense (Aerojet, $640
million), and an operation manufacturing chemical intermediates
used in pharmaceuticals (Fine Chemicals, $38 million). The firm
also holds substantial real estate, subject to environmental
restrictions, in varying stages of remediation and qualification
for commercial development.

GDX Automotive manufactures highly engineered extruded and
molded rubber products for vehicle bodies and window sealing.
GenCorp expanded and strengthened this business in 2000 by
purchasing another automotive sealing business for $215 million,
moderately improving GenCorp's overall business risk profile.
Combined operations have been restructured to consolidate
facilities and reduce costs. Nevertheless, the market is very
competitive, the customer base is highly concentrated and has
significant buying power, and pricing remains under intense
pressure. Consequently, margins are narrow, costs constantly
must be cut, and profitability is difficult to sustain.

Aerojet's operations consist of solid and liquid rocket
propulsion systems, areas with good growth prospects, especially
those related to U.S. missile defense programs. The market has
only a few participants, and barriers to entry are high. While
Aerojet is smaller than some competitors, it has proprietary
technology and performs well in its areas of expertise. Contract
backlog was a healthy $550 million at May 31, 2002. Also
included in this segment were $36 million of revenues from real
estate activities.

Fine Chemicals supplies intermediates and bulk pharmaceuticals
to commercial and government customers. This business has
performed poorly, but management has taken significant actions
to properly size operations and achieve profitability.

GenCorp sold its electronics and information systems business
for $315 million in October 2001, with the proceeds used to
repay debt. However, acquisitions are an important part of
management's growth strategy and borrowings are likely to rise
again. Debt to total capital was satisfactory, in the high-40%
area, at May 31, 2002. Environmental issues, although
significant, are expected to be manageable financially due to
agreements with government agencies and potential reimbursement
from insurers.

Management, although acquisitive, is expected to preserve
GenCorp's financial risk profile consistent with current

GLOBAL CROSSING: Gets OK to Guaranty UK Unit's Lotto Obligations
Global Crossing Ltd., and its debtor-affiliates obtained Court
authorization to guaranty the obligations of Global Crossing
(UK) Telecommunications Ltd., to Camelot Group PLC under the
Replacement Network Services Agreement.

Global Crossing's non-filed subsidiaries, GCTL, provides
telecommunications services to Camelot Group PLC in connection
with the national lottery business under an existing network
service agreement.  Camelot Group PLC runs the national lottery
for the United Kingdom.  Global Crossing Ltd. guarantees GCTL
performance under that agreement.

For both economic and technical reasons, the parties have
decided to enter into a new contract for these
telecommunications services.

The Replacement Network Services Agreement provides several
benefits to the Debtors' estates, including:

A. By changing the network platform, the Debtors will
   significantly reduce the cost of providing the required
   services. In conjunction with expected receipts of
   approximately $275,000,000 through 2009, the new contract is
   significantly more profitable than the existing one.

B. The costs of upgrading the existing network platform based on
   its obsolete technology is estimated to be $30,000,000 or

C. Entering into a new telecommunications contract of this
   magnitude will send a positive message to potential customers
   that the parties expect Global Crossing will remain in
   business for a significant time.

D. The contract will make the Debtors one of largest providers
   of telecommunications services (based on the new network
   architecture) in the United Kingdom marketplace.

E. The contract allows GCTL to retain its largest customer.
   (Global Crossing Bankruptcy News, Issue No. 14; Bankruptcy
   Creditors' Service, Inc., 609/392-0900)

DebtTraders says that Global Crossing Holdings Ltd.'s 9.625%
bonds due 2008 (GBLX3) are quoted at a price of 1.25. See
real-time bond pricing.

GROUP TELECOM: US Court Extends Court Protection through July 29
GT Group Telecom Inc. announced that the Temporary Restraining
Order granted to it and its affiliates on June 28, 2002, has
been converted, by Order of the United States Bankruptcy Court,
into a preliminary injunction, and the effect of the restraining
order has therefore been extended until July 29, 2002.

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

HA-LO INDUSTRIES: Court Sets Asset Sale Hearing for July 16
                        EASTERN DIVISION

In re:                              )     Case No. 02 B 12059
HA-LO INDUSTRIES, INC., et al.,     )     Chapter 11 (Jointly
                                    )      Administered)
      Debtors and                   )
      Debtors-in-Possession.        )     Hon. Carol A. Doyle


Please be advised that Promotional Marketing L.L.C. d/b/a
Upshot, a wholly-owned subsidiary of HA-LO Industries, Inc.,
Debtor and Debtor-in-Possession herein, has entered into an
Asset Purchase Agreement pursuant to which it has agreed to sell
substantially all of its assets to Equity Marketing Inc. for
$10,250,000 plus additional consideration set forth more fully
in the Asset Purchase Agreement, subject to overbid and
Bankruptcy Court approval. Acquired by HA-LO in 1998, Upshot is
a marketing agency specializing in promotion, event,
collaborative, direct and environmental marketing and has
offices in Chicago, Illinois and Richmond, Virginia. Upshot also
owns Westminster International Computers Inc, based in Toronto,
Ontario, which is not being sold as part of this planned

On of about June 11, 2002, the United States Bankruptcy Court
for the Northern District of Illinois, Eastern Division, entered
an Order establishing the notice, bidding and sales procedures
governing the contemplated sale of the Upshot Assets. The Court
scheduled a hearing on the contemplated sale for July 16, 2002,
commencing at 1:00 p.m. Central Daylight Savings Time in
Courtroom 613 of the Everett McKinley Dirksen Federal
Courthouse, 219 South Dearborn Street, Chicago, Illinois.

Any person or entity that is interested in bidding upon the
Upshot Assets must comply with the Sale Procedures Order. Under
these procedures, an interested bidder must, among other things,
submit to HA-LO a written bid to purchase the Upshot Assets, or
a portion thereof, prior to 5:00 p.m. Central Daylight Savings
Time on July 8, 2002. HA-LO may consider bids for all the assets
in a single bid to a single bidder, or may consider multiple
bids for individual parts of the assets. In order to be
considered as a Qualified Bid, the bid must comply with the
requirements set forth in the Sale Procedures Order.

In the event that you wish to explore the possibility of
submitting a Qualified Bid, please contact Todd L. Padnos, Esq.
of Orrick, Herrington & Sutcliffe LLP, HA-LO's bankruptcy
counsel. Mr. Padnos will provide you with a copy of the
Sale Procedures Order and coordinate a due diligence examination
upon the execution of a confidentiality agreement. Mr. Padnos'
telephone number is (415) 773-5466.

            Neal L. Wolf (IL ARDC No. 618636)
            Todd L. Padnos (IL ARDC No. 6209679)
            Elizabeth M. Khachigian (Admitted pro hac vice)
            Old Federal Reserve Bank Building
            400 Sansome Street
            San Francisco, CA 94111
            Telephone: (415) 392-1122
            Facsimile: (415) 773-5759

            Counsel To The Debtors And Debtors-In-Possession

HEARME: Intends to Cease Filing Periodic Reports with SEC
HearMe (OTCBB:HEARZ.OB) intends to cease filing periodic reports
with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934, as amended. HearMe does not
intend to file quarterly reports on Form 10-Q or annual reports
on Form 10-K with the SEC, but will continue to disclosure
material events by filing current reports on Form 8-K with the

HearMe has discontinued conducting business, and in October 2001
HearMe's stockholders adopted and approved a Plan of Liquidation
and Dissolution. In November 2001, HearMe filed a Certificate of
Dissolution with the Secretary of State of the State of Delaware
to dissolve its corporate existence and closed its stock
transfer books. Subsequent to November 2001, HearMe disposed of
substantially all of its assets and settled most of its material
obligations. In March 2002, HearMe made a distribution of net
available assets of $0.18 per share to its stockholders. In
accordance with Delaware law, the Company intends to maintain a
quasi-corporate existence for the purpose of winding down its
affairs through at least November 2004.

The Company made its determination following a review of a
number of factors, including relevant provisions of the Exchange
Act and related SEC releases, rules and regulations, as well as
SEC no-action authority with respect to the provision of relief
from Exchange Act reporting requirements. This review affirms
the Company's belief that it is in the best interest of its
stockholders for it to cease filing periodic reports under the
Exchange Act. Given that the Company (i) has completely ceased
its business operations and has no employees, (ii) has made the
Initial Distribution and subsequent to the Initial Distribution
filed its audited financial statements for the year ended
December 31, 2001 in its annual report on Form 10-K, as well as
unaudited financial statements for the three months ended March
31, 2002 in its quarterly report on Form 10-Q, and (iii) intends
to continue to file current reports on Form 8-K when and as
necessary, including, but not limited to, with respect to all
material events relating to the Company's winding-up and
dissolution, the additional disclosure required by annual
reports on Form 10-K and quarterly reports on Form 10-Q is of
minimal value to stockholders and the public. Meanwhile, the
substantial burden and expense of such additional compliance
would have a significant impact on the Company's remaining
assets and capital, reducing the amounts available for potential
future distributions to stockholders of net available assets.

The Company intends to continue to monitor SEC guidance and
practice in this regard, and it is possible that in the future
the Company will determine that it is in the best interest of
its stockholders to re-commence filing periodic reports under
the Exchange Act.

HIGH SPEED ACCESS: Nasdaq Delists Shares Effective July 10, 2002
High Speed Access Corp. (Nasdaq: HSAC) said the Nasdaq Listing
Qualifications Panel has denied the company's appeal of the
Staff Determination to delist its common stock from the Nasdaq
National Market. As a result, the company's stock will be
delisted effective as of the open of business on July 10, 2002.
The company will not appeal the Panel's decision. The company
intends to take steps to provide for the trading of the
company's securities on the OTC-Bulletin Board or Pink Sheets,
but there can be no assurance that it will be successful.

ICG COMMS: Settles Claims Dispute with Verizon Communications
ICG Communications, Inc. and certain of its subsidiaries and
affiliates ask Judge Walsh for an order authorizing the Debtors
to enter into a settlement agreement with Verizon
Communications, Inc., f/k/a/ Bell Atlantic Corporation and GTE
Corporation.  Prior to the Petition Date, Verizon and the
Debtors entered into certain interconnection agreements. In
addition, Verizon and the Debtors are parties to contracts for
wholesale access services that are governed by applicable

Verizon has asserted that certain of the Debtors owe Verizon
certain prepetition and postpetition amounts under the
Verizon/ICG Agreements. Verizon has filed proofs of claim
against certain of the Debtors asserting claims for these
prepetition amounts, and the Debtors have filed objections with
this Court with respect to these claims. In addition, the
Debtors have asserted that Verizon owes the Debtors certain
prepetition and postpetition amounts under the Interconnection

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 the outstanding disputes
with Verizon. Accordingly, the Debtors negotiated a consensual
settlement with Verizon resolving the issues. The salient terms
and conditions of the Verizon Stipulation are:

     (1) Pre-Petition Claims.  Verizon California, Inc. will
         sustain the pre-petition billing credit claims asserted
         by the Debtors against pre-petition access charges that
         were subject to investigation in Verizon California,
         Inc.'s proof of claim. The Debtors agree to lift the
         administrative hold on pre-petition reciprocal
         compensation. Verizon California, Inc. will withdraw
         its proof of claim against the Debtors, and pay the
         Debtors $1,520,489.56 within three business days after
         the Verizon Stipulation is approved by Judge Walsh.

     (2) Post-Petition Amounts.  Verizon agrees to pay the
         Debtors $4,315,099.96, the resulting net undisputed
         post-petition amount owed to the Debtors, within three
         business days after the Verizon Stipulation is approved
         by Judge Walsh. In addition, Verizon will make certain
         other reciprocal compensation payments to the Debtors.

     (3) Mutual Release.  Excluding certain specified back-
         billing claims and disputed claims, the parties
         mutually release each other from any claims each party
         may have against the other as of April 30, 2002 in
         connection with or in any way relating to the
         Verizon/ICG Agreements.

The Debtors submit that the Verizon Stipulation 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 ICG/Verizon Agreements, 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, pursuant to the Verizon Stipulation,
the Debtors will receive a substantial immediate benefit in the
form of an approximately $6 million immediate cash payment on
claims of uncertain future value.

Based upon these factors, the Debtors believe that granting the
relief requested in this Motion is in the best interests of the
Debtors' estates, their creditors and other interested parties.
(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

IT GROUP: Wants Committee to Justify Friedman's Engagement
Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher
& Flom LLP in Wilmington, Delaware, representing The IT Group,
Inc., and its debtor-affiliates, tells the Court that the
Creditors' Committee's Application to retain Friedman Kaplan
Seriler and Adelman LLP as special counsel should be denied at
this time.  IT Group complains that the Committee fails to set
forth sufficient necessity or justification for the law firm's

The Committee indicates in the Application that it seeks to
retain Friedman as special counsel in connection with preparing
and filing potential claims against the Prepetition Lenders.
It, however, fails to indicate why either White & Case LLP or
The Bayard Firm, as counsel to the Committee, cannot perform the
tasks the Committee seeks to retain Friedman to perform.

Mr. Galardi states further that it is unclear from the
Application if there already has been or will continue to be a
duplication of effort by and among, White & Case and Bayard and
Friedman regarding the preparation and investigation of claims
against the Prepetition Lenders.  The Application only indicates
that White & Case, Bayard and Friedman "will avoid duplication
of effort between the firms."  All in all, the Committee has not
shown that it is necessary to retain a third law firm to assist
the Committee in these cases.

Mr. Galardi, thus, wants to see White & Case, Bayard and

A. provide some disclosure regarding the estimated time spent to
   date by each firm regarding any investigation and preparation
   of potential claims against the Prepetition Lenders; and,

B. explain the means these firms will undertake to avoid any
   duplication of effort in the future.

Should the Court determine that Friedman be retained as special
counsel, Mr. Galardi insists that the firm's retention should
contain four key terms and conditions:

A. It should be made clear that Friedman's retention is limited
   only to the preparation, assertion and prosecution of claims
   against the Prepetition Lenders;

B. Any order approving the retention of Friedman should
   specifically indicate that the Debtors are not authorized to
   use Cash Collateral to pay Friedman's fees and expenses
   associated with preparing, filing and prosecuting any actions
   against any of the Prepetition Lenders or the Prepetition

C. The Court should be able to review the terms of Friedman's
   employment, especially its compensation, under the
   reasonableness standard of Bankruptcy Code section 330; and,

D. Since there are no facts mentioned in the Application to
   support Friedman's nunc pro tunc retention, the Committee's
   request to retain Friedman as of April 18, 2002 should be
   denied, absent a thorough examination and understanding of
   underlying facts. (IT Group Bankruptcy News, Issue No. 13;
   Bankruptcy Creditors' Service, Inc., 609/392-0900)

ITC DELTACOM: Tapping Richards & Layton as Bankruptcy Co-Counsel
ITC Deltacom, Inc. asks the U.S. Bankruptcy Court for the
District of Delaware for authority to retain and employ
Richards, Layton & Finger, P.A. as bankruptcy co-counsel,
effective as of the commencement of this case.

In addition to Richards Layton, the Debtor is seeking to employ
and retain the law firm of Latham & Watkins as co-counsel in
this case. Pursuant to the Local Rules of the United States
District Court for the District of Delaware, the Debtor is
required to retain Delaware counsel. The two firms have
discussed a division of responsibilities regarding
representation of the Debtor and will make every effort to avoid
duplication of services in this case.

Richards Layton will:

     a) advise the Debtor of its rights, powers and duties as
        debtor and debtor-in-possession;

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

     c) prepare on behalf of the Debtor all necessary motions,
        applications, answers, orders, reports, and papers in
        connection with the administration of the Debtor's
        estate; and

     d) perform all other necessary legal services in connection
        with the Debtor's chapter 11 case.

Prior to the Petition Date, the Debtor paid Richards Layton a
$100,000 retainer. The Debtor agrees to pay Richards Layton at
its customary hourly rates (which are not disclosed).

ITC Delatacom, Inc., an exempt telecommunications company and a
holding company, filed for chapter 11 protection on June 25,
2002. Rebecca L. Booth, Esq., Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A. and Martin N. Flics, Esq.,
Roland Young, Esq., at Latham & Watkins represent the Debtors in
their restructuring efforts. When the Company filed for
protection from its creditors, it listed $444,891,574 in total
assets and $532,381,977 in total debts.

INTEGRATED HEALTH: Will Transfer Brownsville Facility to JWB
As previously reported, IHS-151 assumed Horizon Healthcare
Corporation's rights as tenant under the Real Property Lease for
premises pertaining to skilled nursing facilities in Texas known
as IHS of Brownsville and IHS at the Meadows. Somehow Horizon
did not separately assign its right to purchase the Premises
under the Contract to IHS 151. Therefore the lessor of the
premises, Village Associate commenced an adversary proceeding to
have the matter clarified. The parties agree that the right to
purchase belongs to IHS-151. By way of a motion to resolve the
adversary proceeding, Integrated Health Services, Inc., and its
debtor-affiliates sought and obtained an order of the Court,
inter alia, declaring that IHS-151, and not Horizon has acquired
the right to purchase.

At the time of the motion, the Debtors contemplated assigning
the right of purchase to Omega Healthcare Investors, Inc. in
return for lease of the premises by Omega to IHS-151 for one
year. JWB Development Corporation, which offered to acquire the
right of purchase for $1 million, objected to the assignment of
the right of purchase to Omega for no consideration other than
Omega's agreement to enter into a new one-year lease for the
Premises. The Court authorized the Debtors to proceed to
purchase the Premises covered by the Contract in accordance with
its terms, or in the alternative, with the consent of the
Committee, assign the right of purchase to a non-insider third
party. The Debtors did not assign the right of purchase to Omega
and did not enter into the lease with Omega and purchase of the
Premises or assignment of the right to purchase remained

By its terms, the Lease was to expire on March 31, 2002, on
which date the Purchase Contract obligation would arise. In
connection with the Adversary Proceeding, Lessor, by letter
agreement dated May 3, 2002, agreed to extend both the Lease
term and the Purchase Contract obligation date to July 1, 2002
(the First Extension Agreement).

Meanwhile, JWB and the Debtors negotiated and subsequently
reached agreement whereby JWB would be the New Operator of the
Facility pursuant to an Operation Transfer Agreement, and would
acquire the right of purchase for an aggregate price of $1.5
million pursuant to a Contract of Sale. Based upon the Debtors'
determination to assign their interests in the Purchase Contract
to the New Operator, a second letter agreement for extension has
been executed, pursuant to which both the Lease and the Purchase
Contract obligation date have been extended to August 30, 2002.

Accordingly, the Debtors filed a motion to divest Brownsville,
seeking authority to implement the Operations Transfer Agreement
and the transactions set forth and contemplated in it, by and
among (a) IHS-151 and IHS-162, as transferors, and (b) JWB
Development Corporation, as new operator. The Debtors remind
Judge Walrath that, pursuant to the Resolution Order, IHS-151 is
vested with all rights and interests under the Purchase
Contract, and authorized, subject to the consent of the
Committee, to  transfer its right, title and interest in the
Purchase Contract to the New Operator, a non-insider, non-
affiliate of the Debtors, and the Committee has consented to
such transfer.

The Transfer Agreement provides for the orderly transition of
the Facilities' operations from the Transferors to the New
Operator. As of the Initial Motion's filing date, the parties to
the Transfer Agreement were negotiating, but had not yet
resolved, certain issues concerning the disposition and
distribution of unpaid accounts receivable collected by either
party after Closing.

The parties subsequently reached agreement, as set forth in a
Letter Agreement dated June 13, 2002, which supplements and
amends the Transfer Agreement inasmuch as it establishes the
terms of the disposition of the Transferor's accounts receivable
collected by either of the parties to the Transfer Agreement
after the Closing.

By an order dated June 24, 2002, Judge Walrath granted the
motions in their entirety, pursuant to sections 105(a),
363(b),(f) and (m) and 365(a),(b),(f) and (k) and 1146(c) of the
Bankruptcy Code.

Judge Walrath approves in their entirety the Transfer Agreement
and the transactions set forth in it, as amended and
supplemented by the Letter Agreement.

Accordingly, pursuant to sections 105(a) and 363(b) and (f) of
the Bankruptcy Code, Purchased Accounts Receivable shall be sold
to the New Operator free and clear of all liens, interests,
claims, charges and encumbrances. Any liens, interests, claims,
charges and encumbrances shall attach to the net proceeds of the
sale of the Purchased Accounts Receivable with the same force,
validity and effect as these currently have with respect to the
Purchased Accounts Receivable.

Judge Walrath authorizes the Debtors to enter into and implement
the Medicare Stipulation without further application to the
Court. The Debtors are also authorized to assume and assign the
Brownsville Medicaid Provider Agreement in accordance with the
Transfer Agreement, without further application to the Court,
provided that the Brownsville Medicaid Stipulation, if any,
shall provide that upon the assumption and assignment of the
Medicaid Provider Agreement, the Debtors shall have no other or
further liability under or in connection with the Medicaid
Provider Agreement.

                      The Sale Contract

Pursuant to this Contract, the New Operator agrees to pay to
IHS-151 an aggregate purchase price of $1,500,000). The New
Operator will pay to IHS-151 $75,000.00 upon the execution of
the Sale Contract and $1,425,000 at Closing. The Lease and
Purchase Contract are being sold free and clear of liens,
claims, charges, interests and encumbrances. The Closing Date is
June 28, 2002. At Closing, IHS-151 shall be released from all
obligations, covenants, agreements, and liabilities under the
Lease and the Purchase Contract.

                   The Transfer Agreement

This provides for the Transferors to transfer to the New
Operator, inter alia, all inventory, resident lists and records,
furnishings, fixtures, equipment and supplies, which are located
at the Facilities, to the extent transferable in accordance with
applicable law, as well as the transfer to the New Operator of
the Resident Trust Funds.

In addition, the Transfer Agreement

(1) requires the New Operator to file final Medicare
    and Medicaid final cost reports,

(2) sets forth the procedures applicable to the New Operator's
    hiring of the Transferors' employees,

(3) governs the disposition of unpaid accounts receivable, and
    prorations of utility charges, real and personal property
    taxes and any other items of revenue or expense attributable
    to the respective Facilities, and

(4) provides the New Operator with the right to take assignment
    of certain vendor and services contracts (the Operating

Because it is an assisted living facility, the Meadows Facility
does not participate in the Federal Medicare Program or the
Medicaid Program administered by the several States.
Accordingly, the Meadows Facility has neither a Medicare nor
Medicaid Provider Agreement

      Brownsville Medicare & Medicaid Provider Agreements

The Debtors have agreed, to the extent requested by the New
Operator, to assume the Brownsville Provider Agreements and
simultaneously assign each to the New Operator.

The assumption and assignment of the Brownsville Medicare
Provider Agreement will be governed by the Medicare Stipulation
Among Debtors, the United States of America and JWB Development
Corporation. The United States Department Of Justice has
informed the Debtors that total cure amount under the
Brownsville Medicare Provider Agreement, as a result of Medicare
overpayments to the Facility, is zero dollars. The Medicare
Stipulation will fix the Cure Amount, and release the Debtors
and the New Operator from any other or further liability in
connection with the Medicare Provider Agreement.

In addition, Transferor is authorized, if requested by the New
Operator, to assume and simultaneously assign the Medicaid
Provider Agreement to the New Operator and the New Operator is
permitted to take assignment of the Brownsville Medicaid
Provider Agreement. In this connection, at or before Closing,
the New Operator is authorized to enter into a Medicaid
Stipulation with the applicable Medicaid Agency for the State of

The Medicare and Medicaid Stipulations will be in substantially
the same form as those previously executed between the
Department of Justice and the Debtors in numerous prior

                     The Letter Agreement

On or prior to July 10, 2002, Transferors will provide the New
Operator with a schedule (the AR Schedule) setting forth the
book vulae and the aging of the Purchased Accounts Receivable.
The Purchase Price of the Purchased Accounts Receivable will he
based upon the book value and the aging of the Purchased
Accounts Receivable to be set forth on the AR Schedule:

     Current less pre-bill and refunds   85% of the book value
     30-59 days                          50% of the book value
     60-89 days                          50% of the book value
     90-119 days                         20% of the book value
     120-149 days                        20% of the book value
     150-179 days                        20% of the book value
     over 180 days                       0% of the book value

On the Effective Date, the Transferors will assign their title
to, interest in, and right to receive from the Landlord the
refund of the $32,000 Lease Deposit.

The Debtors expect to realize a 79% accounts receivable recovery
rate. The Debtors believe that absent the agreement, the
substantial costs associated with the collection of outstanding
aging accounts receivable after the transfer of a facility can
reduce the overall recovery accounts receivable recovery rate by
as much as 30%, that is, to 49%. (Integrated Health Bankruptcy
News, Issue No. 39; Bankruptcy Creditors' Service, Inc.,

INT'L BIO RECOVERY: Frank Dixon Resigns from Board of Directors
The Board of Directors of International Bio Recovery Corporation
announce that further to the announcement of the resignation of
Mr. Frank Dixon as President and CEO of IBR on June 27, 2002,
the TSX Venture Exchange expressed concerns with respect to the
issuance of 75,000 common shares of IBR at no value that being
part of his severance package and therefore, IBR has settled
with Mr. Dixon with a $37,500 cash payment in lieu of the share
issuance. The Board further announces that Mr. Frank Dixon has
resigned from the Board of Directors effective immediately.

International Bio Recovery Corporation is an innovative
environmental biotechnology company setting the global standard
for the management of organic waste and the development of
commercial microbial products to increase crop yields, prevent
plant disease and dramatically reduce the world's agricultural
dependence on chemicals.

                         *   *   *

As reported in Troubled Company Reporter's May 17, 2002 edition,
International Bio Recovery Corporation was served a statement of
claim by Galaxy Power Enterprises Limited, whereby Galaxy Power
has alleged that IBR is in default of an April 9, 2001 loan
agreement. The suit claims Galaxy Power granted IBR the 12-
month Loan of $12.5 million (Hong Kong), the equivalent of
CDN$2.5 million, on April 9, 2001, secured by a promissory note
and a general security agreement and that the Loan is now in

While IBR acknowledged Galaxy Power had demanded payment, IBR
has been in discussions with its counsel seeking an expedited
resolution to this matter. Should Galaxy Power reject IBR's
proposal, IBR intends to vigorously defend the May 10, 2002
statement of claim.

JACOBSON STORES: Favors Liquidation Over Going Concern Sale
According to The Daily Deal, Jacobson Stores Inc., a women's
apparel chain, disclosed that it would liquidate rather than
push for a sale of the company.  The announcement was made after
the Jackson, Michigan-based retailer breached covenants on a
$100 million bank loan and racked up two years of losses.
Jacobson filed a motion last week with the U.S. Bankruptcy Court
for the Eastern District of Michigan to allow it to move ahead
with a liquidation sale of its 18 remaining stores, reported the
online newspaper.  The company sought chapter 11 bankruptcy
protection on January 11, but has been unable to attract much
interest.  The Deal reported that Jacobson has set a July 11 bid
deadline for both a comprehensive assets sale and a going-out-
of-business sale, with an auction to be held on July 24. (ABI
World, July 9, 2002)

KAISER ALUMINUM: Signs-Up Gilbert Heintz as Special Counsel
Kaiser Aluminum Corporation and its debtor-affiliates want to
employ the law firm of Gilbert Heintz & Randolph LLP as Special
Counsel to the Debtors.  The Debtors want Gilbert Heintz to
assist with the negotiation of a plan of reorganization that
resolves asbestos claims as well as other commercial debts.

In particular, the Debtors expect Gilbert Heintz to provide,
among other things:

A. Assisting and advising the Debtors in their consultations
   with creditors' committees appointed by this Court;

B. Reviewing and analyzing the Debtors' asbestos liability and
   other debts and advising the Debtors regarding how to address
   those liabilities in preparing their plans of reorganization;

C. Assisting and advising the Debtors in their examination and
   analysis of the Debtors' potentially available insurance
   assets and how those assets may be included in the Debtors'
   plans of reorganization; and,

D. Assisting the Debtors generally with respect to the
   formulation of plans of reorganization by providing other
   services as may be in the best interest of the Debtors.

Paul N. Heath, Esq., at Richards, Layton & Finger P.A. in
Wilmington, Delaware, explains that the Debtors have determined
that, in light of the important, complex, and inter-related
issues arising out of their bankruptcy case with respect to
current and future asbestos claims, other commercial debts, and
insurance assets, it is necessary and beneficial to retain
Gilbert Heintz as special counsel to represent and advise them
in connection with the negotiation of a reorganization plan.

"Gilbert Heintz have represented many entities -- both in and
outside bankruptcy -- with respect to insurance-related matters
arising from, inter alia, asbestos-related claims.  The firm has
also represented a variety of entities with regard to those
entities' efforts to resolve asbestos and other mass-tort
liabilities," Mr. Heath claims.

The Debtors are aware that Gilbert Heintz represents or has
represented approximately 30 corporate policyholders in
connection with the application of insurance policies to
asbestos-related claims, strategies for resolving asbestos-
related claims, and other asbestos-related issues.  In
particular, the firm has represented or is currently
representing Armstrong World Industries, Inc., Federal-Mogul
Corporation, The Celotex Asbestos Settlement Trust, U.S. Mineral
Products Company, Shook & Fletcher Insulation Company, Center
for Claims Resolution, Robert A. Keasebey Company, Atlantic
Richfield Corporation and Dow Corning Corporation.  Gilbert
Heintz also represented Asbestos' Claimants Committee in The
Babcock & Wilcox Company bankruptcy cases and the Official
Committee of Unsecured Creditors in the Burns & Roe Enterprises,
Inc., bankruptcy case. Prior to the formation of Gilbert Heintz,
some of its members represented asbestos claimants as
intervenors in the Wallace & Gale Company bankruptcy

Mr. Heath believes that Gilbert Heintz' expertise in the
convergence of insurance and asbestos in the negotiation of
bankruptcy organization plan that include the formation of a
Bankruptcy Code Section 524(g) trust will be particularly
helpful in the Debtors' cases as thousands of asbestos-related
claims are pending against one or more of the Debtors.  "Those
(asbestos) claims will certainly shape significantly the
structure of any reorganization that may ultimately be
proposed," Mr. Heath indicates.

Subject to the Court's approval, Mr. Heath submits that Gilbert
Heintz will be compensated through a monthly fee of $65,000 in
addition to reimbursement of related expenses.  At the
completion of this Bankruptcy reorganization cases, the firm
will receive an additional fee if the aggregate value of Gilbert
Heintz's work, as determined on an hourly basis, is greater than
the value of the total monthly fees paid during the bankruptcy
cases.  That extra compensation will be the difference between
the total fees paid during the bankruptcy cases and the
aggregate value of Gilbert Heinz's work on this matter as
determined on an hourly basis.

The firm's billing rate:

              Professionals          Hourly Rate
              -------------          -----------
              Attorneys               $150-650
              Para-professionals        60-135

After conducting a conflicts check, supplemented by inquiries to
all attorneys, Scott D. Gilbert, a partner in Gilbert Heintz,
believes that any of the firm's possible connections to
creditors or other potential parties in interest do not concern
the same subject matter as the firm's special counsel
representation of the Debtors.

"Any potential connections will not interfere with or impair the
Firm's professional judgment in zealously representing the
Debtors," Mr. Gilbert assures.  Likewise, "The firm stands as a
disinterested person in these cases and has no interest adverse
to the Debtors or their estates."  Mr. Gilbert will be primarily
responsible for the firm's representation of the Debtors and
himself bills $650 an hour.

Mr. Gilbert however discloses that one associate of the firm has
worked for the United Steelworkers of America's General Counsel
Office in 1997 to 1998 in matters unrelated to these cases.
(Kaiser Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

DebtTraders says that Kaiser Aluminum & Chemicals' 12.75% bonds
due 2003 (KAISER2) are quoted at 17. See
real-time bond pricing.

KMART CORP: Receives $43MM Bid for Rights to 54-Store Package
During the auction on June 18, 2002, Kmart Corporation and its
debtor-affiliates accepted bids for 59 of the 272 leases and now
seek approval to sell these 59 leases.

Kimco Realty Corp., Schottenstein Stores Corp. and Klaff Realty
LP, bid $43,000,000 for rights to a 54-store package.  Other
miscellaneous bidders bid $3,700,000 for 5 other leases.

The Debtors intend to file Notices of Rejection as to the vast
majority of leases not disposed of through the auction. (Kmart
Bankruptcy News, Issue No. 26; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

KMART: Selling Store No. 3334 Lease to Vons Companies for $2.2MM
Kmart Corporation and its debtor-affiliates want to sell their
Store No. 3334 located at 160 East Foothill Boulevard in LaVerne
California.  Kmart rents the premises from LaVerne Butterfield
LLC pursuant to a lease dated October 22, 1975.  The successful
bidder for this store is The Vons Companies Inc.  The parties
ask Judge Sonderby to approve an Asset Purchase Agreement
providing that:

  (a) The Debtors will sell, convey, assign, transfer and
      deliver to The Vons and The Vons shall purchase and
      accept, free and clear of all Liens (other than Permitted
      Exceptions), all of the Debtors' right, title and interest
      in, to and under the Store No. 3334 Lease, including all
      related tax, insurance and other escrow accounts;

  (b) The total purchase price is $2,200,000 plus The
      Vons' obligations to make the payments to the Debtors.
      The Purchase Price will be payable as:

           (1) the amount of $220,000 payable by certified check
               made to the order of "First American Title
               Insurance Company, as escrow agent for Kmart
               Corporation" on the date The Vons delivers to the
               Debtors a copy of an executed Agreement, and

           (2) the remainder, plus or minus prorations, by wire
               transfer of funds at Closing.

      The Deposit will be held by the Escrow Agent in an
      interest-bearing account. (Kmart Bankruptcy News, Issue
      No. 26; Bankruptcy Creditors' Service, Inc., 609/392-0900)

Kmart Corp.'s 9.875% bonds due 2008 (KMART18) are quoted at a
price of 35, says DebtTraders. For real-time bond pricing, see

KNOWLES ELECTRONICS: Appoints James Moyle as New VP and CFO
Knowles Electronics Holdings, Inc. announced the appointment of
James H. Moyle as Vice President and Chief Financial Officer.
Mr. Moyle replaces Jim Brace, former Chief Financial Officer,
who is leaving the company August 31, 2002, to pursue other

"We are pleased to have someone with Jim Moyle's qualifications
join our company. His previous accomplishments and successes
will ensure his immediate contribution," said John Zei,
President and CEO.

Mr. Moyle will report to Mr. Zei and will direct the
organization's financial activities and assume functional
responsibility for the corporate information systems
organization. Mr. Moyle comes to Knowles with nearly 26 years
financial management experience. Most recently, he was the Chief
Financial Officer for Contech Construction Products, Inc., a
manufacturer of construction products. Mr. Moyle has
participated in a variety of sophisticated finance transactions
including acquisitions, primary and secondary financing ventures
and a successful IPO. "He will provide the strategic and
financial leadership to position the Company for a potential
IPO" said Zei.

Mr. Moyle received his Master of Business Administration degree
from the University of Pennsylvania, Wharton School of Finance
and his Bachelor of Arts degree from Bethany College, Bethany,
West Virginia.

Knowles Electronics is the world's leading manufacturer of
transducers and related components used in hearing aids. The
company also manufactures acoustic components used in voice
recognition, telephony, and Internet applications as well as
automotive solenoids and sensors. In 1999, the European fund
management company Doughty Hanson & Co Ltd acquired Knowles.

As reported in Troubled Company Reporter's June 18, 2002
edition, Standard & Poor's affirmed Knowles Electronics' junk
Corporate Credit Rating.

LTV CORP: Copperweld & Prolamsa Ink Joint Marketing Agreement
Copperweld announced the formation of a joint marketing and
sales agreement with Prolamsa of Monterrey, Mexico.

Under the agreement, Prolamsa will have the exclusive right to
purchase and resell Copperweld's bare and pre-primer coated
KLEENKOTE(R) structural tubing products in Mexico.  Copperweld
will market its structural tubing products in Mexico via the
Prolamsa sales force.  Prolamsa currently produces bare and pre-
painted structural tubing at its Monterrey plant in sizes up to
5" square x 1/4" wall. Prolamsa currently markets its pre-
painted product under the brand name ColorShield(TM).

Prolamsa will complement their own production by purchasing and
stocking Copperweld material through 10" square KLEENKOTE and
16" square bare structural tubing.  The expanded size range
offerings and inventory will permit Prolamsa to provide quick
delivery and excellent service to the Mexican market.

Inquiries for Copperweld structural tubing products in Mexico
should be directed to Prolamsa's sales offices at the following
address and phone number:

      Carretera a Colombia
      Km. 5.75
      Escobedo, N.L., Mexico
      C.P. 66050
      Tel. +52 (81) 83-51-16-25
      Fax. +52 (81) 83-51-03-22
(LTV Bankruptcy News, Issue No. 32; Bankruptcy Creditors'
Service, Inc., 609/392-00900)

MAIL-WELL INC: S&P Ratchets Corporate Credit Rating Down a Notch
Standard & Poor's lowered its corporate credit rating on Mail-
Well Inc. to double-'B'-minus from double-'B', its subordinated
debt rating to single-'B' from single-'B'-plus, and its senior
secured and senior unsecured debt ratings to double-'B'-minus
from double-'B'.

At the same time, Standard & Poor's assigned its double-'B'-
minus rating to Mail-Well I Corp.'s $300 million senior secured
revolving bank facility due 2005, which is guaranteed by its
holding company parent, Mail-Well Inc. and all non-borrower

The outlook is negative.

The Englewood, Colorado-based company, the world's largest
manufacturer of envelopes and one of the largest regional
commercial printers in the United States, has total net debt
outstanding of more than $800 million (The company has set aside
$139 million in cash to fund the convertible note issue maturing
in November 2002).

The downgrade follows the company's announcement that, due to
continuing difficult business conditions, the second quarter and
full year 2002 EBITDA would be well below management's previous
guidance and Standard & Poor's expectations. As a result, credit
measures will not improve to previously expected levels for

The weak economy has created difficult business conditions that
have negatively affected operating results. Specifically, the
Commercial Print segment has been hurt by the decline in
advertising spending and intense pricing pressures. The company
expects to report that operating results through the first six
months of 2002 were down considerably from the prior-year
period. In addition, management does not expect a significant
pick-up in the remainder of 2002.

"Ratings could be lowered if the company's overall financial
profile weakens from expected levels," said Standard & Poor's
credit analyst Michael Scerbo.

The disposition of Mail-Well's non-Envelope and Commercial Print
segments is ongoing. The company has thus far sold two assets
for combined proceeds of $115 million, which were used to reduce
debt balances. However, the company has withdrawn from the
market the remaining part of its Printed Office Products
segment, PrintXcel, due to inadequate pricing.

The bank facility is rated the same as the corporate credit
rating. The facility is secured by inventory, accounts
receivables, machinery, capital stock of subsidiaries,
intangibles, and certain real estate. Borrowings are limited to
a borrowing base determined as the sum of 85% of eligible
accounts receivable, plus a fixed asset sublimit based on an 80%
advance rate against the appraised orderly liquidation value of
machinery and equipment and a 65% advance rate against the
appraised fair market value of real estate, plus the lesser of
(1) 65% of eligible inventory, valued at the lower of cost or
market, or (2) 85% of the orderly liquidation value of inventory
net of liquidation expenses.

Standard & Poor's assessment of the value of the company's
discrete assets considered the market values using outside
appraisals, the assets' potential to retain value over time, and
an orderly liquidation scenario. Although the bank facility
derives strength from its secured position, especially for the
working capital, under a simulated default scenario it is
uncertain that the collateral value, especially of the fixed
assets, would cover the entire loan. However, Standard & Poor's
believes there is a strong possibility of substantial recovery
of principal in the event of default or bankruptcy.

METALS USA: CEO Kirksey Says Company Will Survive Bankruptcy
In an open letter from J. Michael Kirksey, Chairman, CEO and
President of Metals USA to its Customers, Vendors, Employees and
Shareholders, Mr. Kirksey says:

"Based on the combination of a manufacturing economy
continuing to soften, a metals industry in enormous turmoil with
prices at lows not seen in decades resulting in unprecedented
bankruptcies, world markets shaken by September 11th and Metals
USA with insufficient time and flexibility to satisfy its
lenders through the sale of assets, I recommended to the board
last fall that the best course of action for Metals USA was to
seek the protection of the courts.  In making this judgment I
considered the interests of all our shareholders, bondholders,
suppliers, employees and customers.

"Since then the Metals USA management team has been focused
on bringing Metals USA back to a healthy state through
downsizing parts of the company, as we have publicly announced,
to place the company on a sound financial footing.  This process
has also provided the framework for a strategic evaluation of
all our operations with an eye on performance characteristics in
volatile situations.  Some geographies/products and processing
capabilities perform better than others in difficult situations.
We believe this process will result in a more stable performance
going forward in a traditionally cyclical metals market.

"Some questions that are on everyone's mind are: Will the
company survive?  When will this be over?

"On the question of survival, I believe the answer is "yes".
We are working constructively with the banks, creditors, and the
court throughout the process.  We have good, valuable assets on
which to base the future of the company.  The key is to make
progress on the identified asset sales to reduce debt to a point
where the company can be refinanced on a normal basis. We
believe we are on a path to accomplish this.

"When will this be over?  That again is hard to predict, as
there are many parts to the exit plan and certain timeframes
built into the law. We have set a goal to file a plan this
summer and have the required legal process over by Thanksgiving.
If we can accomplish this sooner, we will.  I believe speed is
critical to calm concerns of our customers, employees, suppliers
and others. We are taking steps to move as rapidly as possible
through this process.

"Let me now give you an overview of the current marketplace
and operating environment.  First, to set the stage, you've
heard about how we experienced a "light" recession and that it
is now behind us.  The truth is that the manufacturing world is
in fact experiencing a depression, not a recession.  The volume
of metal supplied by our industry to the manufacturing world
dropped 30% from January 2000 to December 2001.  This 30% figure
is published by our trade association and agrees almost exactly
with Metals USA's own internal results.

"Depending on the product, the first quarter of 2002 has shown
some ups and downs.  Our Building Products Group, focused
largely around consumer markets, had an excellent first quarter,
considering their seasonality, and set an all time record in
April.  They have been the star of the team in early 2002.

"The Plates and Shapes Group's structural products are
construction oriented and in the first quarter dropped 15% to
20% from the fourth quarter 2001.  This market segment lags the
general economy and is expected to continue to be poor in 2002
due to soft demand and weak beam pricing.

"The Flat Rolled Product Group, specializing in thin gauge
sheet, has seen 3% to 5% better volumes in the first quarter
over the fourth quarter of last year, as have our competitors.
While this is nothing to rejoice over, it does present a
positive sign relative to demand in that sector of
manufacturing.  The flat rolled market still struggles today,
however, as a result of a shortage of supply in the United
States.  The biggest issue for Metals USA, and the flat rolled
market in general, is obtaining enough flat rolled steel to meet
customer requirements.  As a result of this shortage, the price
has skyrocketed to over $100 per ton in just a few months as the
mills take advantage of the situation.  Normally shortages are
caused by increased demand, but in this case it is caused by
decreased supply as certain flat roll mills have closed and
imports are restricted.

"April was the best month that we have seen since last October.
The Building Products Group excelled, and the Flat Rolled Group
worked very hard to procure steel to satisfy customers and was
also able to get some price increases.  The margins in the
structural area are holding now and some of the specialty
businesses that were losing money were sold in February and

"While there are still challenges ahead I believe we are on the
right road.  We are not expecting a return of strong demand this
year but more or less the same levels we experienced in

"Bank debt has dropped from a peak of $375 million to
approximately $220 million.  A $25 million tax refund should be
received this summer and, combined with the assets identified
for sale, should drop debt to less than $100 million, which
means the company can be refinanced to exit this process.

"Everyone is working hard every day to make Metals USA the
company we all want it to be. We sincerely appreciate your
continued support and interest." (Metals USA Bankruptcy News,
Issue No. 15; Bankruptcy Creditors' Service, Inc., 609/392-0900)

MOTHERS WORK: Moody's Assigns B3 Rating to Proposed $125MM Notes
Moody's Investors Service took several rating actions on Mothers
Work, Inc.  Outlook is positive.

       Assigned                                      Rating
       --------                                      -------
     * Proposed $125 Million Senior Unsecured        (P)B3
       Notes maturing 2010

       Confirmed                                     Rating
       ---------                                     -------
     * Senior Implied Rating                           B2

     * $56 million senior secured credit facility      B1
       expiring September 2004

     * Senior unsecured issuer rating                  B3

The ratings recognizes the company's improving performance
trends and its ability to maintain operating margins while
reducing item prices, and also takes into consideration the
benefits the proposed transaction will give to its capital

On the other hand, Moody's says, "The ratings are constrained by
Mothers Work's high effective leverage and modest debt
protection measures; the full effective price paid for the
iMaternity stores, about half of which will be closed; the
expectation that cash flow from stores will continue to be used
for growth rather than for debt reduction; and operational risks
due to the shift in sourcing to overseas vendors as well as
ongoing systems improvements. Competition from fast-growth
discounters and department stores looking to extend product
offerings remains a threat, but is somewhat mitigated by Mothers
Work's leadership position and pricing moves to clearly position
its stores in their respective channels."

Mothers Work, Inc., is the largest independent retailer of
maternity and related apparel in the U.S. and operates 893
stores under the names Motherhood Maternity, Mimi Maternity, and
Pea in the Pod. It is headquartered in Philadelphia,

MPOWER HOLDING: Lease Unit Wants Its Chapter 11 Case Dismissed
Mpower Lease Corporation, one of the Debtors in the jointly-
administered cases of Mpower Holding Corporation and its debtor-
affiliates, asks the U.S. Bankruptcy Court for the District of
Delaware to approve its voluntary dismissal of its chapter 11
case no. 02-11048.

The Debtor wants to continue in its business operation.  Mpower
Lease Corp. anticipate that after the confirmation of the
Amended Plan relating to Mpower Holding and MCC, it will be able
to pay its debts as they come due and that it will not be in
default on any prepetition obligations.  As a result, Mpower
Lease tells the Bankruptcy Court, there is no constructive
purpose to remain a chapter 11 debtor.

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.

NII HOLDINGS: Committee Hires Kilpatrick Stockton as Counsel
The Official Unsecured Creditors' Committee of NII Holdings Inc.
seeks approval from the U.S. Bankruptcy Court for the District
of Delaware to employ and retain Kilpatrick Stockton LLP as its

The Debtors assert that Kilpatrick Stockton is well suited for
the type of representation it required. Kilpatrick Stockton has
more than 450 lawyers and 10 offices throughout the United
States. Kilpatrick Stockton has both national and international
practice and has experience in all aspects of the law that may
arise in these chapter 11 cases.

The Committee anticipates that Kilpatrick Stockton will render
bankruptcy and restructuring legal services including:

     i) preparing and reviewing all necessary and appropriate
        applications, motions, draft orders, other pleadings,
        notices, responses and other documents in these cases
        and reviewing and analyzing documents prepared by the
        Debtors and other parties in bankruptcy cases;

    ii) counseling the Committee in connection with the
        formulation, negotiation and promulgation of a plan or
        plans of reorganization which the Debtors or others may
        seek to propose; and

   iii) performing all other necessary or appropriate legal
        services in connection with these chapter 11 cases for
        or on behalf of the Committee consistent with the role
        of counsel.

Kilpatrick Stockton will charge the Debtor its customary hourly
rates. The professionals likely to render significant services
in these cases are:

          Dennis S. Mier         Partner     $485
          Alfred S. Lurey        Partner     $485
          Joel B. Piassick       Partner     $485
          Todd C. Meyers         Partner     $375
          Melinda A. Marbes      Partner     $395
          Michael D. Langford    Counsel     $310
          Paul M. Rosenblatt     Associate   $295
          Mathew A. Schuh        Associate   $275
          David M. Fass          Associate   $215
          Kathleen M. O'Connell  Associate   $175

NII Holdings, Inc., along with its wholly-owned non-debtor
subsidiaries, provides wireless communication services targeted
at meeting the needs of business customers in selected
international markets, including Mexico, Brazil, Argentina and
Peru. The Company filed for chapter 11 bankruptcy protection on
May 24, 2002. Daniel J. DeFranceschi, Esq., Michael Joseph
Merchant, Esq. and Paul Noble Heath, Esq. at Richards, Layton &
Finger represent the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed $1,244,420,000 in total assets and $3,266,570,000 in
total debts.

NTL INC: New York Court Fixes July 24, 2002 Claims Bar Date

In re                               )
                                    )   Chapter 11
NTL INCORPORATED,                   )   Case No. 02-41316 (ALG)
NTL (DELAWARE), INC.,               )   (Jointly Administered)
LIMITED,                            )
                         Debtors.   )



      On May 31, 2002, the United States Bankruptcy Court for
the Southern District of New York entered an order fixing the
deadline in the above-captioned cases for filing certain proofs
of claim and approving the form and manner of notice thereof.
Pursuant to paragraph 4 of the Bar Date Order, all holders of
Securities Claims (as hereinafter defined) against any of the
debtors and debtors-in-possession in the above-captioned cases,
have until July 24, 2002 to file an original proof of claim with
the Clerk of the Court, United States Bankruptcy Court for the
Southern District of New York c/o The Garden City Group, Inc.
(as claims agent for NTL Incorporated), Bowling Green Station,
P.0. Box 5077, New York, NY 10274-5077, so that such proof of
claim is received on or before 5:00 p.m. Eastern time on the Bar


       Securities Claims. A holder of a Securities Claim, which
is a claim arising from rescission of a purchase or sale of a
debt security or equity security of one or more of the Debtors,
for damages arising from such purchase or sale, or for
reimbursement, indemnity, or contribution on account of such
claim, must file an original proof of claim no later than 5:00
p.m. Eastern time on the Bar Date.

      Holders of Securities Claims who do not file an original
proof of claim before the Bar Date shall be forever barred from
filing such claim or asserting any claim or interest against the
Debtors or their estates pursuant to the Bar Date Order.


      You should not file a proof of claim if you are asserting
(a) a claim for principal and/or interest under a publicly-
issued debt security of any Debtor, (b) an equity interest in
(as opposed to a claim against) any Debtor, or (c) a claim on
account of any trade liability or other obligation of any
Debtor. You should only file a proof of claim if you are
asserting a Securities Claim, as defined above.


      A signed original of any proof of claim, together with
accompanying documentation, must be mailed to The Garden City
Group, Inc. (as claims agent for NTL Incorporated), Bowling
Green Station, P.O. Box 5077, New York, NY 10274-5077, so as to
be received no later than 5:00 p.m. Eastern time on the Bar
Date. Proofs of claim may also be submitted in person, by
overnight mail, or by hand delivery, to the Clerk of the Court
at United States Bankruptcy Court, One Bowling Green, 5th Floor,
New York, New York 10004-1408. Any proof of claim submitted
electronically or by facsimile will not be accepted and will not
be deemed filed until such proof of claim is submitted by one of
the methods described in the foregoing sentence. Proofs of claim
will be deemed filed only when actually received. If you wish to
receive acknowledgment of the Clerk of the Court's receipt of
your proof of claim, you must also submit a copy of your
original proof of claim and a self-addressed, stamped envelope.

                    ADDITIONAL INFORMATION

      If you require additional information regarding the filing
of a proof of claim, you may contact the Debtors by writing to
the undersigned attorneys for the Debtors (Attn: Ilan Markus) at
the address listed below. The claims registers for the Debtors
will be available at the Bankruptcy Court. Also, copies of
documents filed with the Court are available for inspection at
the Court and on the court's Web site: required).

MEAGHER & FLOM LLP                     MEAGHER & FLOM LLP
Four Times Square                       One Canada Square
New York, New York 10036-6522           Canary Wharf
(212)735-3000                           London E14 5DS
Kayalyn A. Marafioti (KM 9362)  - and-  England
Jay M. Goffman (JG 6722)                011-44-20-7519-7000
Lawrence V. Gelber (LG 9384)            Adrian J.S. Deitz

              Attorneys for NTL Incorporated, et al.
                Debtors and Debtors-in-Possession

NATIONSRENT: Deadline To Hire New CEO Extended Until Month-End
Ezra Shashoua, Executive Vice President and Chief Financial
Officer of NationsRent, advises that the Debtors' deadline to
hire a new CEO has been extended by the Bank Lenders until the
end of July 2002.  That deadline is contained in a covenant
buried in the Debtors' $55 million DIP Financing facility
arranged by Fleet National Bank.

James L. Kirk formally resigned as Chairman and Chief Executive
Officer of NationsRent on February 11, 2002 and is currently
facing, among others, Constructive Fraud, Preferential Transfer
and Unjust Enrichment charges filed by the Unsecured Creditors'

In his place, NationsRent appointed Phillip V. Petrocelli for
the position on an interim basis.  Mr. Petrocelli served as the
Company's Executive Vice President since 1998.

To aid in the CEO search, the Company has obtained the
Bankruptcy Court's approval to retain the services of Korn/Ferry
International, an executive search firm.

Mr. Shashoua relates that additional details about the Company's
hiring of a permanent CEO will be disclosed in a Form 10-Q that
will be filed soon with the Securities and Exchange Commission.
(NationsRent Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

NationsRent Inc.'s 10.375% bonds due 2008 (NATRENT), DebtTraders
says, are quoted at a price of 1. For real-time bond pricing,

ON SEMICONDUCTOR: Will Publish Second Quarter Results on July 22
Following the close of the market on Monday, July 22, ON
Semiconductor Corp. (Nasdaq:ONNN) plans to announce its earnings
for the second quarter ending June 28, 2002.

The company will host a conference call at 5 p.m. Eastern time
(EDT) following the release of its earnings announcement.
Investors and interested parties can access the conference call
in the following manner:

     --  Through a webcast of the earnings call via the
investor-relations section of the company's Web site at The re-broadcast of the call will be
available at this site approximately one hour following the live
broadcast and will continue through Aug. 16.

     --  Through a telephone call by dialing 630/395-0024. To
access the conference, callers must use the pass code "ON
Semiconductor" when prompted by the call-in service. The company
will provide a dial-in replay approximately one hour following
the live broadcast and will continue through July 29, 2002. The
dial-in replay number is 402/220-3483.

ON Semiconductor offers an extensive portfolio of power- and
data-management semiconductors and semiconductor components that
address the design needs of today's sophisticated electronic
products, appliances and automobiles. For more information,
visit ON Semiconductor's Web site at

ON Semiconductor and the ON Semiconductor logo are registered
trademarks of Semiconductor Components Industries LLC. All other
brand and product names appearing in this document are
registered trademarks or trademarks of their respective holders.
Although the company references its Web site in this news
release, such information on the Web site is not to be
incorporated herein.

As reported in Troubled Company Reporter's May 2, 2002 edition,
Standard & Poor's junked ON Semiconductor's senior secured
notes' rating.

ONLINE POWER SUPPLY: Ehrhardt Keefe Airs Going Concern Doubt
OnLine Power Supply, Inc, a Nevada corporation, is focused on
research, development, and sales of technology related to
improving the performance of AC-DC power supplies for
applications in the industrial, data storage, commercial,
communications, computer, governmental, medical and military
markets. OPS has completed (December 2001) the development of a
technology platform that is proprietary, patented, patent-
pending, and intellectually protected pertaining to unique power
supply design. Its stock is publicly traded (OPWR-OTC).

On February 8, 2002, in its Auditors Report, Ehrhardt, Keefe,
Steiner & Hottman PC of Denver, Colorado, observes that the
Company has suffered recurring losses from operations, "which
raise substantial doubt about its ability to continue as a going

As a result of continuing losses from operations, costs to
expand the offices and laboratory, the addition of 6 more
employees and the purchase of additional furniture and
equipment, the level of cash and short term investments
decreased from $8,898,884 at December 31, 2000 to $3,501,375 at
December 31, 2001, a decrease of $5,397,509. The purchases of
furniture and equipment totaled $702,896 and the cost to improve
the leasehold space was $132,230. Operations consumed $4,491,615
in cash resources. Sales of the PFC unit contributed $141,515 in
gross profits towards operating costs with interest and
investment income generating another $303,179 in non-operating
income. The cash burn fluctuated in 2001 between $380,000 and
$810,000 per month varying with the purchases of laboratory
equipment and payments for leasehold improvements during any one
month. The cash burn in 2000 averaged $289,000 monthly and
included $274,437 in purchases of furniture and equipment. The
average monthly burn rate for the first two months of 2002 was
$542,000 per month. This burn rate in 2002 is higher due to non-
recurring costs: a separation payment to an officer of the
company of $100,000 in January, 2002, a $51,000 contractual
bonus payment to an officer of the company earned in 2001 and
paid in January 2002 and $65,000 of foreign patent applications
deposits paid in February 2002 . Additional working capital will
be required to sustain the present level of operations during
2002 unless the sales of the PFC and the new 48 volt products
(to be released from R & D) can generate revenues in the third
and fourth quarters to achieve Company revenue goals.

The current ratio (current assets over current liabilities) is
4:1. The quick ratio (defined as cash over accounts payable) is
5:1. Shareholders' equity at December 31, 2001 is $4,437,481
after the reductions caused by operating losses and growth
during the past year. Online Power Supply has incurred no
significant debt or raised equity capital this year to support
operations; its plan is to achieve sustaining revenues during
the year ending 2002 to avoid the necessity of relying on
working capital over and above internally generated cash

For supplemental funding, the Company may seek additional common
stock equity and or debt capital during 2002 to provide a
stronger financial foundation for its growth. The terms of the
additional funding have not been determined as yet. It is not
known if adequate funds can be raised to support the company
because it has not presented any funds requests or proposals to
any funding sources. In the event that it cannot get additional
funding, the Company may need to take appropriate actions to
slow down spending until the revenue stream (forecasted) has
been realized from the sales of the 48 volt product.

It is anticipated that internally generated cash flows from the
sales of the PFC will be inadequate to fund current operations
and research and development spending unless additional profit
contribution from the sales of new 48 volt products occurs in
the third quarter of 2002. In the event that the major customer
for the PFC unit fails to place orders in the first half of the
year as they have in the past and the Company does not release
or sell a modest quantity of the 48 volt product the second half
of the year and cannot raise additional working capital to
sustain the operations accordingly, it may need to curtail
operations significantly which would compromise its ability to
continue operating at the current levels.

OWENS CORNING: Court Okays WH Smith Appointment as Fee Auditor
Owens Corning and its debtor-affiliates obtained Court approval
to appoint Warren H. Smith & Associates P.C. as fee auditor in
the Debtors' Chapter 11 cases, nunc pro tunc to April 29, 2002.

The number of legal, financial and other professionals retained
in the Debtors' cases has increased with the appointment of the
Official Committee of General Unsecured Creditors and the
Official Committee of Asbestos Claimants, as well as the
appointment by the Court of James J. McMonagle, Esq., as Futures
Representative. The fee applications filed by the retained
professionals are both numerous and lengthy, involving
significant amounts of review time on a monthly basis. These
have been administered pursuant to the Amended Compensation
Order but nonetheless, the Court at a hearing on February 25,
2002, directed the Debtors to prepare the papers necessary for
the retention of a fee auditor.

The appointment of WH Smith will vacate the Amended Compensation
Order since the application largely incorporates the terms of
that Order.

WH Smith will abide by these procedures in performing its

A) Review in detail Interim Fee Requests and final fee
   applications filed with the Court by Applicants in these
   cases pursuant to Sections 330 and 331 of the Bankruptcy
   Code, and Delaware Bankruptcy Court Local Rule 2016-2. To the
   extent reasonably practicable, the Fee Auditor will avoid
   duplicative review when reviewing final fee applications
   comprised of Interim Fee Requests that have already been
   reviewed by the Fee Auditor.

B) During the course of its review and examination, the Fee
   Auditor shall consult with each Applicant concerning such
   Applicant's Fee Application if it notes any areas of concern
   regarding reasonable, actual and necessary fees and expenses.

C) During the course of its review, the Fee Auditor may review
   any filed documents in these cases and will be responsible
   for general familiarity with the docket in these Chapter 11
   cases. The Fee Auditor will be deemed to have filed a request
   for notice of papers filed in these cases under Bankruptcy
   Rule 2002. The Fee Auditor will be served with all the

D) Each Applicant will serve each of its Fee Applications, in
   hardcopy format, on the Fee Auditor. In addition, each
   Applicant will also e-mail to the Fee Auditor and the United
   States Trustee the Fee Detail supporting the Fee Application
   in an electronic format such as Excel, Microsoft Word, or
   WordPerfect, but not Adobe Acrobat. If any Applicant cannot
   reasonably convert its fee detail to one of the three
   electronic formats described above, the Fee Auditor will work
   with the Applicant to find an appropriate electronic format.

E) Within 30 days after the latter of the due date of a Fee
   Application or the service of a Fee Application, the Fee
   Auditor shall communicate in writing to the Applicant
   concerning the Fee Auditor's findings regarding the Fee
   Application as an initial report.

F) Within 15 days after the date of the Initial Report, if
   the Fee Auditor has noted any issues with respect to an
   Applicant's Fee Application in the Initial Report, the Fee
   Auditor must contact the affected Applicant concerning such
   Initial Report, and the Fee Auditor and the affected
   Applicant will engage in an informal response process. The
   purpose of this informal response process is to resolve
   matters raised in the Initial Report. The Fee Auditor must
   endeavor in good faith to reach consensual resolutions with
   each Applicant with respect to that Applicant's requested
   fees and/or expenses and matters raised in the applicable
   Initial Report. Each Applicant may provide the Fee Auditor
   with such verbal or written supplemental information as the
   Applicant believes is relevant to the applicable Initial

G) Within 45 days after the date of the Initial Report, the Fee
   Auditor must conclude the informal response process
   by filing with the Court a final report with respect to each
   Fee Application. This period may be extended by mutual
   consent of the Fee Auditor and the Applicant.

H) The Fee Auditor must serve each Final Report upon the
   affected Applicant and the Notice Parties. The Final Report
   will be in a format designed to opine whether the requested
   fees of the applicable Applicant meet the applicable
   standards of Section 330 of the Bankruptcy Code and Delaware
   Bankruptcy Court Local Rule 2016-2.

I) Within 20 days after the date of the Final Report, the
   subject Applicant may file with the Court a response to the
   Final Report. This response must be served upon the persons
   identified in Paragraph 6(g) above. Hearings on all Fee
   Applications for a particular interim Fee Application period
   shall be scheduled by the Court in consultation with Debtors'
   counsel after the Fee Auditor has filed Final Reports for all
   Fee Applications filed for such period or at such other time
   as the Court may direct.

J) The Fee Auditor must be available for deposition and cross-
   examination by the Debtors, each of the Committees, the
   United States Trustee and other interested parties,
   consistent with Rule 706 of the Federal Rules of Evidence.

For its services, WH Smith will be paid either the lesser of:

A) the ordinary hourly rate of the Fee Auditor or

B) 1.25% of the aggregate billings, i.e., fees and expenses,
   reviewed by the Fee Auditor over the life of the Debtors'
   bankruptcy proceedings. (Owens Corning Bankruptcy News, Issue
   No. 34; Bankruptcy Creditors' Service, Inc., 609/392-0900)

P-COM INC: Silicon Valley Bank Commits to Extend $4MM Financing
P-Com, Inc. (NASDAQ:PCOMD), a worldwide provider of wireless
telecom products and services, has secured a $4 million
financing credit facility commitment from Silicon Valley Bank of
Santa Clara, California, (NASDAQ:SIVB).

P-Com will use proceeds from a financing facility for working
capital needs through the remainder of 2002. The one-year
receivables-based financing commitment is secured by P-Com's
tangible and intangible assets.

"This $4 million credit facility is another important part of P-
Com's financial restructuring and will help us achieve our goal
of being cash flow positive by the end of 2002," said P-Com
Chairman George Roberts. "Additional capital also gives P-Com
greater flexibility to manage its operations and pursue business
opportunities as we continue to roll out products to the

Silicon Valley Bank serves emerging growth and middle-market
companies in targeted niches, focusing on technology and life
sciences, while also addressing other specific industries in
which it can provide a higher level of service and better manage
credit through specialization and focus. The Bank has 11 offices
throughout California and operates regional offices in Phoenix,
Arizona; Boulder, Colorado; West Palm Beach, Florida; Atlanta,
Georgia; Chicago, Illinois; Boston, Massachusetts; Minneapolis,
Minnesota; New York, New York; Durham, North Carolina; Portland,
Oregon; Philadelphia, Pennsylvania; Austin, Texas; Dallas,
Texas; Northern Virginia, and Seattle, Washington. More
information on the bank can be found at

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

P-Com, Inc.'s March 31, 2002 balance sheet shows that the
company has a working capital deficit of about $16 million.

PHONE 1 GLOBALWIDE: Grant Thornton Issues Going Concern Opinion
Phone 1 Globalwide Inc. was initially organized on May 17, 1996
in Florida to locate and effect business combinations with
existing business. On January 21, 2000, it consummated a stock
purchase agreement with all of the shareholders of Globaltron
Communications Corporation, a Delaware corporation whereby it
acquired 100% of the outstanding GCC shares. As a result, GCC
became a wholly owned subsidiary of Win-Gate Equity Group, Inc.
On November 17, 2000, the Company changed its name from Win-Gate
Equity Group, Inc. to Globaltron Corporation. The trading symbol
also changed to GBCP.OB from WGEG.OB on January 19, 2001. On
June 13, 2001, the Company consummated a stock purchase
agreement with all of the shareholders of Phone 1, Inc, a
Florida corporation whereby it acquired 100% of the outstanding
Phone 1 shares. As a result, Phone 1 became a wholly owned
subsidiary of Globaltron Corporation. On September 25, 2001, the
Company changed its name to Phone 1 Globalwide and
reincorporated as a Delaware corporation. The trading symbol
changed to PHGW.OB from GBCP.OB. On November 16, 2001, the
Company entered into a joint venture agreement with MTG
Interconnection LC, a Florida limited liability company, to form
Phone 1 Smart, a Delaware limited liability company. The Company
owns 51% of Phone 1 Smart.

The Company operates as two businesses, the first business is to
act as a wholesale carrier of telephone traffic to United States
based local and long distance (domestic and international)
companies to termination points within and without the United
States. The second business area, where the Company intends to
concentrate its resources, is a marketing, technology research
and development company, carrier and reseller using the network
of its GCC subsidiary to deliver retail products
to consumers through payphones owned by third parties.

Revenues for the year ended March 31, 2002 were approximately
$3,712,000 compared to $2,752,000 for the year ended March 31,
2001 an increase of $960,000 or 35%. The increase was primarily
the result of $1,059,000 increase in arbitrage sales, which
occur from packaging wholesale foreign termination rates from
third-party carriers and reselling them to carriers that connect
to one of the Company's domestic switch sites, $759,500 in
prepaid calling cards and $137,000 in Phone 1, Inc. sales. These
increases were partially offset by a decrease in carrier sales.
Carrier sales amounted to approximately $970,000 and $1,911,000
in March 31, 2002 and 2001, respectively, a decrease of
$941,000. The decrease was due to the competitive pricing
pressures and discontinuation of the Company's overseas Point of
Presence. Carrier sales are wholesale carrier termination sales
of international voice and data telecommunications into foreign

Phone 1 Globalwide is incurring negative cash flows due, in
major part, to the funding requirements for working capital,
network construction, development, marketing and early stage
operational cost for the Phone1 subsidiary. It expects to
continue to incur negative cash flow for at least two years, and
can make no assurance that its networks or any of its other
services will ever provide a revenue base adequate to sustain
profitability or generate positive cash flow. During fiscal year
2003, the amount of capital required for implementation of its
integrated networks, marketing and other services and to fund
negative cash flow, including interest payments, is now
projected to be at least $20,000,000.

Developing, enhancing and rolling out new services and expending
networks will also require substantial capital expenditures. The
funding of these expenditures is dependent upon the Company's
ability to raise substantial equity and debt financing. The
Company indicates that it is actively seeking additional funding
from a variety of sources, including potential issuances of
securities in one or more private transactions. However, it
makes no assurances that it will be able to obtain such
financing or, if obtained, that it will be on terms profitable
to it.

The Company's independent auditors, Grant Thornton LLP of Miami,
Florida, in its June 12, 2002 Auditors Report, says:

     "[T]he Company has experienced a net loss of $16,548,256
for the year ended March 31, 2002. Additionally, the Company's
current liabilities exceeded its current assets by $16,078,889
at March 31, 2002, a convertible loan payable in the amount of
$10,000,000 is due to a related party bank on October 31, 2002
and the Company used cash of $11,689,228 in its operations for
the year ended March 31, 2002. These factors raise substantial
doubt about the Company's ability to continue as a going

PHYCOR INC: Will Delay Form 11-K Filing with SEC
Phycor, Inc.'s independent accountant, KPMG LLP, could not
complete its audit of the PhyCor, Inc. Savings and Profit
Sharing Plan because it did not timely receive accurate plan
trustee statements and supplemental schedules from the Plan's
trustee. Because KPMG was unable to complete its audit of the
Plan, the Company has been unable to complete its Annual Report
on Form 11-K for the year ended December 31, 2001 within the
prescribed period.  PhyCor expects to be able to complete its
Annual Report on Form 11-K for the year ended December 31, 2001
no later than July 16, 2002.

PhyCor historically bought the operating assets of
multispecialty clinics and operated them under long-term service
agreements; it is now selling the assets of all of its clinics.
PhyCor also manages independent practice associations of
physicians who contract with health care entities for their
services, yet it is shedding most of these operations as well.
PhyCor plans to focus on providing productivity services to
self-insured employers with the aim of helping them reduce
health care costs; such services will be offered through its
HPMdirect subsidiary.

PhyCor filed for chapter 11 reorganization in the U.S.
Bankruptcy Court for the Southern District of New York (in
Manhattan) on January 31, 2002.

PRESIDENT CASINOS: Unit Files for Chapter 11 Reorg. in Miss.
As part of its continuing reorganization plan, President
Casinos, Inc. (OTC:PREZ) announced that the Company's wholly-
owned subsidiary, President Riverboat Casino-Mississippi, Inc.,
has filed a voluntary petition for reorganization under Chapter
11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for
the Southern District of Mississippi. The filing is not expected
to have any significant negative impact on the Company's ability
to continue its day-to-day gaming and other operations or to
meet its payment obligations to its employees and vendors.

President Casinos, Inc. owns and operates dockside gaming
facilities in Biloxi, Mississippi and downtown St. Louis,
Missouri, north of the Gateway Arch.

PROVELL: Committee Turns to Mahoney Cohen for Financial Advice
The Official Committee of Unsecured Creditors asks the U.S.
Bankruptcy Court for the Southern District of New York to
approve its employment of Mahoney Cohen & Co., CPA, PC as
accountants and financial advisors in Provell's chapter 11

Jeffrey T. Sutton, shareholder of Mahoney Cohen & Company, CPA,
P.C. Certified Public Accountants, tells the Court that Mahoney
Cohen will:

     a. Analyze the financial operations of the corporation from
        the date of the filing of the petition under Chapter 11,
        as we consider necessary;

     b. Analyze the financial information of the corporation
        prior to the date of the filing of the petition under
        Chapter 11, as we consider necessary;

     c. Assist the Committee in its review of monthly statements
        of operations to be submitted by the Debtor-in-
        Possession or its accountants;

     d. Assist the Committee in its evaluation of liquidating
        cash flows and/or other projections prepared by the
        Debtor-in-Possession or its accountants.

     e. Scrutinize cash disbursements on an ongoing basis for
        the period subsequent to the filing of the petition
        under Chapter 11;

     f. Analyze transactions with insiders, related and/or
        affiliated companies;

     g. Analyze transactions with the Debtor's financing
        institutions, if applicable;

     h. Assist the committee or its counsel in any litigation
        proceedings against the financing institution of the
        Debtor, insiders and other potential adversaries;
        including testimony, if necessary;

     i. Assist the Committee in its review of the financial
        aspects of a plan of reorganization to be submitted by
        the Debtor, or in arriving at a proposed plan of

     j. Attend meetings of creditors and confer with
        representatives of the Creditors' Committee and their
        counsel; and

     k. Perform any other services that we may deem necessary in
        our role as accountant to the Creditors' Committee or
        that may be requested by counsel or the Creditors'

Mahoney Cohen will bill for services at its normal hourly rates:

     Shareholders and Principal        $275 to $420 per hour
     Managers and Senior Managers      $190 to $290 per hour
     Senior Accountants and Staff      $80 to $180 per hour

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.

PRUDENTIAL SECURITIES: Fitch Junks $6.7-Mill. Class H P-T Certs.
Prudential Securities Secured Financing Corp.'s commercial
mortgage pass-through certificates, series 1995-MCF2, $12.2
million class G is downgraded to 'B+' from 'BB+' by Fitch
Ratings. In addition, Fitch also downgrades the $6.7 million
class H to 'CCC' from 'B-'.

The remaining Fitch-rated classes are affirmed as follows: $30.1
million class A-2, interest only class A-EC, $8.9 million class
B, $13.3 million class C and $8.9 million class D at 'AAA',
$15.6 million class E at 'A+' and $5.6 million class F at
'BBB+'. Fitch does not rate the $6.7 million class J-1 or $6.7
million class J-2. Class A-1 has paid off. The downgrades and
affirmations follow Fitch's annual review of the transaction,
which closed in December 1995.

The downgrades are primarily due to the deterioration in the
pool attributed to expected losses on specially serviced loans,
interest shortfalls currently affecting classes G, H and J-2,
increasing concentrations of retail and health care loans and an
increase in loans with debt service coverage ratios less than
1.00x. The affirmations are primarily the result of substantial
collateral paydown from issuance (50%) and also from Fitch's
last review in July 2001 (20%). The paydown increase and
subsequent subordination levels to all classes provide
protection to the investment grade rated classes.

The second largest loan in the pool is currently real estate
owned. It is collateralized by a health care property in
Chattanooga, TN and is currently 5.2% of the outstanding pool
balance. The property transferred to the special servicer,
Lennar Partners Inc., after the indirect owner filed chapter 11
bankruptcy in March 2000. The special servicer is currently
working on renovations to address deferred maintenance and over
half of the 143 units have been fully repaired. The occupancy is
59% and the special servicer continues in its efforts to lease
up the vacant units to maximize the value. Despite these
efforts, Fitch assumed a loss of approximately 50% to the
exposure of the loan, which includes the loan amount and
servicer advances. Midland Loan Services, as master servicer,
made a non-recoverable advance determination in March 2002.
Midland has spread out the recovery of these advances and any
future advances over several months and as a result, the
interest shortfalls remain at the non-investment grade rated
classes and are expected to stop as of the August 2002
distribution date. Fitch remains concerned with the potential
for interest shortfalls as any expenses incurred by the special
servicer attributed to this property will continue to cause
interest shortfalls as they will be applied directly to the
bonds as a trust expense.

Other specially serviced assets with expected losses include two
cross collateralized and cross defaulted health care loans with
a combined loan balance of $4.6 million, or 2.7% of the pool.
These loans transferred to the special servicer after the
indirect owner filed bankruptcy in March 2000. The properties
are located in Bristol, VA and San Antonio, TX. The San Antonio
property has not performed well for several years and the
special servicer plans to sell this property. The San Antonio
property's allocated debt of $1.3 million will be added to the
Bristol property's debt as a second lien. A March 2002 appraisal
valued this property at $5.1 million and the special servicer
plans to return the Bristol loan with the second lien to the
master servicer. However, due to an exposure of $5.4 million due
to advances and allocated debt of both properties, Fitch assumed
a loss attributed to this loan. Additionally, the master
servicer made a non-recoverable advance determination in January
2002 and Fitch is again concerned that the properties will
continue to cause interest shortfalls as expenses are applied
directly to the trust.

Fitch also expects losses attributed to a loan collateralized by
a multifamily property located in Bowling Green, KY, which is
currently 2.2% of the overall pool balance. The property has
been REO since 1998 and has a total loan exposure, including
advances, of $4.6 million, or 4.1% of the overall balance.
Midland made a non-recoverable advance determination on this
loan in November 2001, which will also result in interest

An additional concern is a health care property, with a loan
amount currently 2.2% of the deal, transferred to the special
servicer in May 2002 after the owner lost the operating license.
The loan is a participation in a total loan with one half
securitized in this portfolio and half in another Prudential
Securities Secured Financing Corp. transaction. The property is
located in Brooklyn, NY and is a facility for the adult mentally
ill. While the loan remains current, several non-payment issues,
including property and patient neglect were reported and Fitch
is concerned with a potential loss attributed to this loan.

Increasing health care and retail concentrations are also of
concern. Loans backed by health care properties currently
consist of 11.4% of the pool compared to 6% at issuance.
Currently, none of the health care loans are performing. The
retail concentration has increased to 50% from 44% at issuance,
of which 17% of the current concentration consists of single-
tenant properties. However, this concern is mitigated by the
strong performance of the majority of the retail properties,
with a year-end 2001 DSCR of 2.18x compared to 1.41x at issuance
using 85% of the retail loans reported financial information.

The overall weighted average DSCR for the entire pool has
increased from issuance using the year-end 2001 information for
the 84.9% of loans that reported financial statements. The DSCR
was 1.81x compared to 1.44x at issuance, which excludes the
negative DSCR for the Chattanooga, TN health care center. While
the overall DSCR improvement is seen as a strength, Fitch is
concerned that loans with DSCRs less than 1.0x increased to
14.4% as of year-end 2001 from 6.4% as of year-end 2000.

Fitch analyzed each of the 51 remaining loans and assumed loans
of concern would default at higher than expected probabilities
and loss severities. Loans of concern included all specially
serviced loans (16% of the pool balance), one watch list loan
(2.7%) and loans with DSCRs less than 1.00x. The required
subordination levels based on this remodeling of the pool were
higher than the current levels accounting for the expected
losses, and were not sufficient to support the ratings of the
classes downgraded. In addition, Fitch recognizes the timing of
the payment of interest in its ratings and will continue to
monitor the interest shortfalls and the future likelihood of

RUSH ENTERPRISES: Board Re-Classifies Shares & Declares Dividend
Rush Enterprises Inc. (Nasdaq:RUSH), which operates the largest
network of Peterbilt heavy-duty truck dealerships in North
America, John Deere construction equipment dealerships in Texas
and Michigan, and three of the largest farm and ranch
superstores in America, announced that effective at the close of
business on July 9, 2002, pursuant to action taken by the
shareholders at the Annual Meeting of the Company held July 9,
2002, and described in the Proxy Statement dated May 15, 2002,
the Board of Directors of the Company reclassified the
outstanding common stock, $0.01 par value per share, as Class B
Common Stock, $0.01 par value per share and declared a stock
dividend of one share of a new Class A Common Stock, $.01 par
value per share, for each share of Class B Common Stock held by
shareholders of record on the Record Date.

Each share of Class A Common Stock ranks substantially equal to
each share of Class B Common Stock with respect to receipt of
any dividends or distributions declared on shares of common
stock and the right to receive proceeds on liquidation or
dissolution of the Company after payment of the Company's
indebtedness and liquidation preference payments to holders of
preferred shares. However, holders of Class A Common Stock will
have 1/20th of one vote per share on all matters requiring a
shareholder vote, while holders of Class B Common Stock will
retain their full vote per share. The Company's stock will trade
under the symbols RUSHA and RUSHB. Prior to the reclassification
and stock dividend the Company had 7,002,044 shares of Old
Common Stock outstanding. Subsequent to the reclassification and
stock dividend the Company will have 7,002,044 shares of Class A
Common Stock and 7,002,004 shares of Class B Common Stock

SEITEL: Enters New Pact to Sell DDD Unit to Rising Star for $25M
Seitel, Inc. (NYSE: SEI) has entered into a Purchase and Sale
Agreement with Rising Star Energy, LLC for the sale of a
majority of the assets of Seitel's wholly owned subsidiary, DDD
Energy, Inc.

DDD Energy explores for, finds, develops, produces, and sells
oil and gas reserves. Rising Star Energy, LLC, based in Dallas,
Texas, is a privately owned exploration and production company.

Under the terms of the Agreement, Rising Star Energy will
purchase certain assets of DDD for $25 million in cash, subject
to customary adjustments based on oil and gas production and
expenses of the assets since June 1, 2002. The purchase price is
payable upon the closing of the transaction, scheduled for July
31, 2002. The Agreement also grants Rising Star Energy with the
option, exercisable within 30 days of the closing, to purchase
additional assets of DDD for up to $15 million, or to enter into
a joint venture arrangement with Seitel related to these
additional assets. The closing is subject to approval of the
transaction by Seitel's Noteholders and to various customary

Kevin Fiur, President and Chief Executive Officer of Seitel,
said, "This divestiture is a necessary step forward for Seitel.
By divesting our exploration and production business, we can
better focus on our core business of seismic data and build on
our leadership position. Furthermore, the cash generated from
this sale will improve Seitel's liquidity."

The Company also has entered into a standstill agreement with
its Noteholders regarding the previously announced covenant non-
compliance under the Senior Note Agreements. Under the
standstill agreement, the Noteholders agree not to exercise
remedies available to them under the Senior Note Agreements as a
result of these existing defaults until July 17, 2002. The
Company said that it is continuing its negotiations with the
Noteholders towards a long-term modification to the Senior Note

Fiur continued, "Our talks with the Noteholders have been
productive, and we will continue an open dialogue with them as
we develop and implement our comprehensive turnaround plan."

Seitel markets its proprietary seismic information/technology to
more than 400 petroleum companies, selling data from its library
and creating new seismic surveys under multi-client projects.

SERVICE MERCHANDISE: Court Clarifies Designation Rights Order
Matthew J. Botica, Esq., at Winston & Strawn, in Chicago,
Illinois, relates that pursuant to the Designation Rights Order
and the Designation Rights Agreement, Service Merchandise
Company, Inc., and its debtor-affiliates, and the Designation
Rights Purchaser, KLA/SM, LLC, are authorized to form a New
Company (Newco) at any time prior to the Confirmation Date, to
take title to fee properties and become assignees of the leased
properties as selected by KLA.  The Newco will then operate as a
real estate investment company that sells, markets, develops,
leases or invests in commercial real estate for the benefit of
the shareholders.

Moreover, Mr. Botica adds, under the Designation Rights
Agreement, KLA committed to exercise commercially reasonable
judgment on whether or not to invest a maximum of $80,000,000 to
redevelop the Properties and preserve or maximize the Property's
value.  Any amount of the Line of Credit, which is unused as of
the Confirmation Date, will be available to Newco as a line of
credit Newco may draw upon to fund its operation.

Accordingly, to efficiently manage the Properties involved and
to accommodate structuring preferences of KLA, Mr. Botica
reports, the Debtors and KLA agreed to form more than one entity
to act as Newco under the Designation Rights Agreement and the
Designation Rights Order.  The Parties also agreed that, so long
as $80,000,000 is available:

    (a) the Line of Credit satisfies the obligations of KLA to
        make available and invest certain amounts as described
        and defined in the Designation Rights Agreement; and

    (b) KLA is not obligated to obtain any other loan facility.

The Parties have further agreed that their agreement concerning
the manner of funding the Line of Credit will in no way affect
KLA's obligation to commit to and invest the Line of Credit or
any rights of the Debtors may have under the Designation Rights

In this regard, KLA is on the verge of closing a financing
transaction whereby it will obtain a loan for the purpose of,
among other things, financing the purchase price paid to the
Debtors under the Agreement and providing working capital of use
in connection with the Carry Costs related to the Properties.
Mr. Botica explains that the financial institution making the
Loan has required that the Court approve the understanding
between the Debtors and KLA.

Accordingly, Judge Paine rules that:

    (a) the Debtors and KLA are authorized to form multiple
        entities to:

        -- take title to the fee properties, act as assignee of
           the leased properties, and perform all other acts
           authorized or required to be taken by Newco under the
           Designation Rights Agreement and the Designation
           Rights Order; or

        -- act as the direct or indirect parent company of any
           Newco Affiliate;

    (b) all Newco Affiliates will be deemed to constitute
        "Newco" for all purposes under, and requirements of, the
        Designation Rights Agreement and the Designation Rights
        Order.  This is provided, however, that the requirement
        that the Debtors own a 20% interest in Newco will be
        considered satisfied by any Newco Affiliate wholly
        owned, directly or indirectly, by a Newco Affiliate in
        which the Debtors' own a 20% interest;

    (c) KLA may fulfill its obligations under the Designation
        Rights Agreement relating to the Line of Credit through
        any combination of equity investments in Newco or third
        party financing, so long as $80,000,000 is available;

    (d) the Debtors are authorized to enter into an operating
        agreement and adopt by-laws for each Newco Affiliate in
        forms that may be agreed to by the Debtors, KLA and the
        Creditors' Committee; and

    (e) nothing in this Order will affect or impair the rights
        of the Debtors, any landlords, REA parties, or other
        similar parties, whether arising under the Designation
        Rights Agreement, the Designation Rights Order, any
        stipulations entered in connection therewith or
        otherwise at law or equity.  To the extent any parties
        are prejudiced, prior to a property in which the party
        has an interest being assigned to Newco, KLA must
        provide adequate assurance that is at least equivalent
        to that which would have been provided if there was only
        one Newco. (Service Merchandise Bankruptcy News, Issue
        No. 34; Bankruptcy Creditors' Service, Inc., 609/392-

TRI-NATIONAL DEV'T: Senior Care Attorneys Demand Retraction
Senior Care Industries Inc. (OTCBB:SENC) announced that its
counsel in San Diego has demanded a retraction from bankrupt
Tri-National Development Corp.(TNAVQ) for making false claims
under the guise of a press release on July 1, 2002.

Senior Care's counsel, Richard Norton of the San Diego firm of
Norton & Adams, stated in a letter to bankruptcy counsel for
Tri-National that the Tri-National press release issued by that
company on July 1, 2002 contained numerous false representations
of fact and took numerous other events and statements out of
context in order to place Senior Care in a false light.

Counsel noted that the press release was clearly retaliation
against Senior Care resulting from the Bankruptcy Court's ruling
denying summary adjudication of Tri-National's claims in Senior
Care's lawsuit against that company and the court's rejection of
Tri-National's arguments claiming that Senior Care had no
interest in Tri-National properties in Mexico.

Counsel demanded an immediate retraction of statements made by
Tri-National's management that Senior Care's claim to ownership
to the properties in Mexico are "false claims" and the Mexican
properties are "falsely claimed assets."

A retraction was further demanded for statements made in the
press release which claimed that Senior Care has made "false
representations" to the public regarding the properties being
"assets" of Senior Care International and falsely asserted that
Senior Care "disregarded" reporting requirements of the
Securities and Exchange Commission.

Robert Coberly, spokesman for Senior Care, stated that contrary
to the false accusations made by Tri-National in its press
release of July 1, 2002, "the truth is that Senior Care
International has always had equitable title to the properties
in Mexico since contracts for deed were executed in May of last
year and those contracts are valid and enforceable."

Coberly went on to say that since the Bankruptcy Court ruled
that it has no jurisdiction over the Mexican properties, Senior
Care International is now free to move ahead with development of
its properties in Mexico.

Coberly further stated that Senior Care had, indeed, reported to
the Securities & Exchange Commission that on May 29, 2002, that
Senior Care sold its stock in Senior Care International to a
group of prominent Mexican business people for a base sale price
of $70,229,055 U.S. payable over a period of four years.

Interest on the deferred payment amount has been added onto the
face amount of a series of promissory notes issued by the buyer
in favor of a newly formed Mexican corporation wholly owned by
Senior Care.

The contracts allow for certain price adjustments and
reimbursements for amounts paid by Gold Coast in the event of
the inability of Gold Coast to develop any of the properties to
which Senior Care International has claim. Also, the price may
be adjusted depending upon the extent of and validity of liens
against the properties to which Senior Care International has

As a part of the transaction, Senior Care International is
transferring $100,000 U.S. into an account in the name of the
buyer in Mexico to be used to defend the contracts for deed
owned by Senior Care International in the Mexican courts.

Senior Care Industries is a specialty real estate development
firm constructing a focused portfolio of real estate uniquely
designed and located to meet the needs of a growing senior
citizen population. The company entitles land it acquires in
order to develop and construct age-restricted residential
projects that are on the cutting edge of design and efficiency.

In addition, Senior Care develops commercial properties that are
ancillary to its senior projects. Senior Care continues to
actively seek land for development or existing large apartment
complexes that can be converted to senior housing. For
additional information, see

US AIRWAYS: Reach Pact with TWU Local 546 on Restructuring Plan
US Airways, Inc. and the Transport Workers Union of America
Local 546 have reached a tentative agreement on the company's
restructuring plan.

The agreement, which is subject to ratification by its
membership, covers the union's approximately 46 simulator

"We are grateful to the TWU for their commitment in concluding
this agreement, which will help to take our company further
along its path towards a successful restructuring," said US
Airways Senior Vice President of Employee Relations Jerry A.

US Airways earlier had reached tentative agreements on its
restructuring plan with the Association of Flight Attendants,
and the TWU's dispatchers and assistant dispatchers.  US Airways
continues discussions with its other unions, comprising the Air
Line Pilots Association, International Association of
Machinists, Communications Workers of America and the TWU's
flight crew training instructors.

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

USG CORP: Wins Approval to Modify Certain Investment Guidelines
USG Corporation and its debtor-affiliates obtained Court
approval to modify certain investment guidelines.

As previously reported, USG Corporation and its debtor-
affiliates have "accumulated a significant amount of cash and
expect to continue to accumulate cash" during the course of
these Chapter 11 cases. The Debtors have gone from having less
than $100 million in cash to approximately $500 million in cash

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

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

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

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

With the Court approval, the Debtors are permitted to make
investments of up to two years' duration, the number and amount
of such investments would necessarily be limited, given that the
Average Weighted Maturity of their investment portfolio must
still be 180 days or less. Any minor investment risk increase
resulting from an increase in Maximum Duration and Average
Weighted Maturity will be offset by the revised Diversification
Requirements. (USG Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

UNITED HERITAGE: Auditor Doubts Ability to Continue Operations
United Heritage Corporation is a Utah corporation that was
formed in 1981. The Company operates its  businesses through its
wholly owned subsidiaries, National Heritage Sales Corporation,
UHC Petroleum Corporation, UHC Petroleum Services Corporation,
and UHC New Mexico Corporation.

The Subsidiaries conduct business in two segments.  National
supplies meat and poultry products to retail food stores for
sale to consumers.  Petroleum, New Mexico and Services are
engaged in activities related to the oil and gas industry.
Petroleum is the holder of oil and gas interests in South Texas
that produce from the Val Verde Basin.  New Mexico holds
properties in the southeastern New Mexico portion of the Permian
Basin. Services acts as the field operator for the  oil and gas
properties located in Texas.

Revenues for Fiscal 2002 were $1,037,141, compared to revenues
of 2,000,092 for Fiscal 2001 and $3,252,048 for Fiscal 2000. The
decreases in sales revenue for Fiscal 2002 and Fiscal 2001 were
due primarily to decreased sales of food products.

Total operating expenses of $2,148,865 reflect a decrease in
Fiscal 2002 as compared to $2,810,501 in Fiscal 2001 due to the
decreased volume of food products sales. The decrease of total
operating expenses in Fiscal 2001 from 3,308,618 in Fiscal 2000
was also caused by decreased food products sales.

The net loss for Fiscal 2002 was $1,374,313, compared to the
Fiscal 2001 loss of $855,325 and the Fiscal 2000 loss of
$47,558. The Fiscal 2002 decline was the result of a decreased
volume of food products sales and increased oil and gas
operating costs and related depletion expense. The Fiscal 2001
loss compared to the Fiscal 2000 loss was due primarily to a
decease in food products sales and increased selling and general
and administrative expenses.

Current assets of the Company decreased from $651,203 at March
31, 2001, to $511,333 at March 31, 2002, and current liabilities
increased from $2,704,062 at March 31, 2001, to $2,733,977 at
March 31, 2002. The working capital of the Company was a deficit
of $2,222,644 at March 31, 2002, an increase as compared to the
2001 deficit of $2,052,859, primarily from decreased receivables
from customers for 2002.

Equity capital decreased by $810,330 during Fiscal 2002.
Stockholders' equity was $26,498,013 at March 31, 2002, as
compared to $27,308,343 at March 31, 2001.  The decrease was
primarily due to the Fiscal 2002 loss of $1,374,313 offset by
$373,333 of capital raised by the sale of common stock.

The total assets of the Company were $31,232,563 at March 31,
2002, as compared to $31,069,905 for the previous year end. The
small increase in total assets results primarily from the
increased investment in oil and gas activities.

Weaver and Tidwell, L.L.P. of Fort Worth, Texas, the Company's
independent auditors, have expressed concern about the Company's
ability to continue as a going concern given its substantial
losses and working capital deficit.

WAREFORCE INC: Completes Sale of All Assets to PC Mall, Inc.
PC Mall, Inc. (Nasdaq:MALL), a leading rapid response supplier
of technology solutions for business, government and educational
institutions, has completed its acquisition of substantially all
of the assets of Wareforce, Inc.  Wareforce is a technology
solutions provider serving large corporations in the Southern
California marketplace. For fiscal 2001, Wareforce's unaudited
sales from continuing operations were $89 million. Once the
integration of Wareforce has been completed, PC Mall expects the
acquisition to be accretive to earnings.

PC Mall acquired substantially all of Wareforce's assets through
a United States Bankruptcy proceeding under Chapter 11 of the
United States Bankruptcy Code. Under the terms of the bankruptcy
proceeding, PC Mall will pay approximately $10.6 million to
Wareforce's creditors and receive trade accounts receivable and
inventory with a gross value of $10.9 million as well as all
fixed and intangible assets. PC Mall is also required to
purchase up to $600,000 in additional accounts receivable for up
to $500,000 in cash during the 30-day period subsequent to the
acquisition's closing.

Wareforce clients will now have access to a broader range of
business and enterprise products, direct relationships with most
key vendors, much larger stocked inventory levels, rapid
fulfillment and state-of-the-art configuration and logistics

Frank Khulusi, Chairman and CEO of PC Mall, said, "We are
pleased to have Wareforce joining the PC Mall team. Our combined
organizations will provide our customers with a comprehensive
solution and access to one of the largest selections of products
and services in the marketplace. We are pleased that Wareforce
customers can now take advantage of one of the most efficient
procurement and deployment systems in the industry."

Khulusi continued, "We believe that Wareforce, Inc. is
considered to be one of the top solution providers in Southern
California and fits very well with our vision to grow our
services business, as well as increase our penetration in the
higher-end enterprise market."

PC Mall is a leading rapid response supplier of technology
solutions for business, government and educational institutions
as well as consumers. More than 100,000 different products from
companies such as Compaq, Microsoft, Apple, IBM and Hewlett-
Packard are marketed to business customers using relationship-
based outbound telemarketing, catalogs and the Internet -- and other specialty sites -- Customer
orders are rapidly filled by the Company's distribution center
strategically located near FedEx's main hub or by PC Mall's
extensive network of distributors, one of the largest networks
in the industry.

WORLDCOM INC: Fitch Reviews Tenant Exposure to CMBS Transactions
Fitch Ratings downgraded WorldCom's senior unsecured ratings to
'CC' from 'B' on June 26, 2002. An examination of CMBS
transactions rated by Fitch yielded negligible exposure. While
twenty-two CMBS transactions totaling $21.4 billion have some
WorldCom exposure, the individual loan exposure to WorldCom as a
tenant only totals $421 million, or 2% of the total
transactions. The WorldCom exposure in each transaction is
limited to one loan. Tenant exposure to WorldCom ranges from 5%
to 100% of the gross leasable area. Fitch has reviewed these
affected transactions and found that none warrants any rating
action at this time due to their relatively small WorldCom
exposure and sufficient existing credit enhancement.

Fitch's rating action on WorldCom's corporate debt followed the
announcement of accounting irregularities that led to an
overstatement of reported EBITDA by almost $4 billion over the
last five quarters (total reported EBITDA over the same time
period was approximately $12.7 billion). The restatement will
result in a reversal of reported net income into sizable
operating losses. The ratings on WorldCom's debt reflect high
risk and default is probable. Fitch's analytical effort
regarding WorldCom has been coordinated across disciplines. We
will continue to monitor the WorldCom situation and identify any
implications resulting from any exposure in CMBS transactions.

CMBS transactions reviewed with WorldCom exposure:

     --CMAC 1991-C1: 0.56% of pool; 100% of GLA;

     --COMM 1999-1: 1.19% of pool; 20% of GLA;

     --COMM 2000-C1: 0.52% of pool; 100% of GLA;

     --COMM 2000-FL3: 6.32% of pool; 31% of GLA;

     --COMM 2001-J1: 6.95% of pool; 9% of GLA;

     --CSFB 2001-CK1: 1.05% of pool; 15% of GLA;

     --DLJ 1998-CF2: 0.35% of pool; 11% of GLA;

     --DLJ 1999-CG1: 0.92% of pool; 54% of GLA;

     --DLJ 1999-CG2: 0.78% of pool; 14% of GLA;

     --First Union 2000-C1: 1.36% of pool; 100% of GLA;

     --GMAC 2001-C2: 1.00% of pool; 7% of GLA;

     --GMAC 2002- FL1: 12.16% of pool; 7% of GLA;

     --JPM 1999-C7: 1.55% of pool; 100% of GLA;

     --JPM 2000- FL1: 1.27% of pool; 100% of GLA;

     --JPMC 2002-CIBC2: 1.11% of pool; 18% of GLA;

     --LB 1999-C1: 2.41% of pool; 27% of GLA;

     --LBUBS 2001-C2: 1.02% of pool; 9% of GLA;

     --MSDW 2001-Top 1: 0.57% of pool; 46% of GLA;

     --MCF 1998-CM2: 0.17% of pool; 52% of GLA;

     --MSDW 2002-IQ: 1.02% of pool; 16% of GLA;

     --Pru 1999-NRF-1: 0.14% of pool; 26% of GLA;

     --TZH 2001-TZH: 4.20% of pool; 5% of GLA.

Worldcom Inc.'s 11.25% bonds due 2007 (WCOM07USA1), DebtTraders
says, are quoted at a price of 28. See
for real-time bond pricing.

WORLDCOM: May Seek Chapter 11 Protection But Not Federal Bailout
Dow Jones reports that WorldCom Inc. CEO John Sidgmore said he
won't seek a federal bailout of the ailing telecommunication
company, but didn't rule out filing for bankruptcy protection.
"We are fighting for our life," Sidgmore told members of the
House Financial Services Committee at a hearing on Monday, July
8, reported the newswire.  Sidgmore said that under some plans,
the company might seek to reorganize in bankruptcy, but wouldn't
seek any sort of bailout or government loan. (ABI World, July 9,

WorldCom is reportedly negotiating the terms of a $3 billion
debtor-in-possession financing facility at this time -- the
largest DIP facility in the history of U.S. Bankruptcy.  One
proposal is expected, the Company's said, from traditional bank
lenders and one from a non-traditional lender.

Marcia Goldstein, Esq., at Weil, Gotshal & Manges is
representing WorldCom in its bankruptcy planning.  Goldman Sachs
has been retained as WorldCom's financial advisor.  Lawyers from
Akin Gump Strauss Hauer & Feld LLP are on the scene, reportedly,
representing certain large bondholders' interests.

XO COMMUNICATIONS: Court Okays BSI as Claims & Balloting Agent
XO Communications, Inc., has more than 1,000 creditors. The
Debtor believes that the sheer number of creditors renders it
impracticable for the Clerk's Office to undertake the tasks of
docketing and maintaining the large number of proofs of claim
that may be filed in this case, and to provide the multitude of
notices that must be prepared and served on all creditors and
parties in interest.

In light of this, the Debtor sought and obtained approval of the
Court to engage Bankruptcy Services LLC (BSI) as its Claims and
Balloting agent under the terms of the Agreement, pursuant to
Section 156(c) of title 28 of the United States Code.

In this capacity, BSI is the custodian of court records and is
designated the authorized repository for all proofs of claim in
the XO case. The Court authorizes and directs BSI to docket each
proof of claim received and to maintain the official claims
register for the Debtor. BSI will submit a duplicate claims
register to the Clerk's Office or the Debtor upon request.

BSI is expected to: (i) transmit notices; (ii) receive, docket,
scan, maintain, and photocopy claims filed against the Debtor;
(iii) assist the Debtor in the distribution of solicitation
materials; (iv) receive, review, and tabulate ballots; and (v)
assist the Debtor with certain administrative functions relating
to its Chapter 11 plan of reorganization, such as the
preparation and updating of master creditor lists and the
reconciliation and resolution of claims.

Judge Gonzalez makes it clear that the fees and expenses of BSI
incurred in this connection will be treated as an administrative
expense of the Debtor's Chapter 11 estate, and will be paid
monthly by the Debtor in the ordinary course of business,
pursuant to section 503(b)(1)(A) of the Bankruptcy Code.

The Debtor is convinced that BSI is appropriate for this
retention because BSI is a data-processing firm whose principals
and senior staff have more than 10 years of in-depth Chapter 11
experience in performing noticing, claims processing, claims
reconciliation, plan voting and distribution services, and other
administrative tasks for Chapter 11 debtors.

The Court is satisfied that BSI and each of its members and
associates is a Disinterested Person as this term is defined in
Section 101(14) of the Bankruptcy Code,

If this case converts to a case under Chapter 7 of the
Bankruptcy Code, unless otherwise ordered by the Court, BSI will
continue to be paid for its services until all claims in this
case have been processed, if claims agent representation is
necessary in the converted Chapter 7 case.  BSI will continue to
be paid in accordance with 28 U.S.C. 156(c) upon the terms of
the Agreement.

Thirty days prior to the closing of the case, an order
dismissing BSI will be submitted terminating its services upon
completion of its duties and responsibilities. At the close of
the case, BSI will box and transport all original claims in
proper format to the Federal Records Center. (XO Bankruptcy
News, Issue No. 3; Bankruptcy Creditors' Service, Inc., 609/392-

YIPES COMMS: Sells Network Operations & Other Assets to Newco
Yipes Enterprise Services, Inc. (formerly PHX Communications,
Inc.), has acquired the network operations and other assets of
Yipes Communications, Inc. via an asset sale approved by the
U.S. Bankruptcy Court in San Francisco, CA. The company also
raised a $40.8 million round of equity financing from a strong
syndicate of investors, with a second tranche of $13.2 million
expected to close later this year. The new capital funds the
acquisition of the Yipes Communications assets, supports market
growth and enables the company to offer Yipes' unique, highly
scalable Ethernet services to new and existing customers.

In an effort to lower costs, reduce fixed obligations and
position its business for future growth, Yipes Communications
filed a voluntary petition for relief under Chapter 11 in late
March of 2002. In just over three months, Yipes Enterprise
Services was formed, formulated a revised business plan for the
Yipes services, raised equity financing and consummated the
acquisition of Yipes Communications assets. The network
operations of Yipes are now held by a well-funded, highly
competitive organization with Yipes' blue chip customer base
intact. Under the new business plan, Yipes Enterprise Services
will continue to serve customers and expand services in 10
markets including San Francisco, San Diego, Seattle, Chicago,
New York, Philadelphia, Denver, Dallas, Houston and Washington
D.C. Customers in remaining markets will transition to E-
xpedient Holdings, Inc., a national service provider. Yipes'
assets, including its network, operational support systems,
customer support, NOC and local sales and operations teams
remain intact, and Yipes Ethernet services will continue to be
offered by Yipes Enterprise Services.

Both Yipes Enterprise Services and Yipes Communications placed a
top priority throughout the transition on ensuring continued
top-notch service for customers in all markets.

"Yipes NET service is a great fit for the iNetworking
requirements of Deloitte Consulting's TriState region. Yipes has
built a scalable and sustainable network, which the majority of
our strategic financial services clients also rely on to support
core pieces of their networks under long term contracts. When
Yipes decided to take strategic reorganization steps, they were
proactive in contacting customers, outlining the process and re-
assuring us about our uptime. Yipes has maintained all SLAs
during the reorganization. The company has consistently provided
us full support and continued excellent service levels," said
Dr. Neil Lowe, Senior Manager, Deloitte Consulting.

The transaction focused on successfully renegotiating supplier
contracts to current market rates and aligning expenses with
revenue generation. The negotiations included significant
reductions in costs associated with adding new customers. These
activities have enabled Yipes Enterprise Services to create a
business plan that is fully funded to cash flow positive.

"Yipes' transition was completed quickly, maintaining the
company's customer value proposition and its excellent customer
base while funding the new business plan. We expect to see
strong growth for metro Ethernet services," said Nick Maynard,
senior analyst at the Yankee Group.

"We remain optimistic about the Ethernet services market and the
unique and compelling services it enables for customers. Having
financially viable competition is key to drive the rapid growth
we expect in this market," said Mark Fabbi, Vice President and
Research Director, Gartner, Inc.

Yipes Enterprise Services continues to serve Yipes' customers
with its trademark flexible and scalable Ethernet services. The
success in retaining customers reflects the high customer value
of Yipes' services, as well as exceptional customer
communication and network reliability.

"Yipes has been a strategic business partner for Extreme since
day one, and our ongoing relationship and commitment to advanced
Ethernet and IP services is setting the standard for high-
bandwidth and service-rich metro networks," said Gordon Stitt,
president and CEO of Extreme Networks. "We are pleased to see
Yipes Enterprise Services poised to expand its network, and we
will continue to work together to offer customers unprecedented
levels of bandwidth and services for increased productivity."

"We've believed in the value proposition offered by Yipes'
services and the metro Ethernet market opportunity from the day
we seeded the company to today's successful transaction. This is
evidenced by our decision to support Yipes Communications
through its bankruptcy via a debtor in possession loan, and our
subsequent endeavor to lead the syndicate that bought network
operations and other assets of Yipes Communications," said
Promod Haque, managing partner, Norwest Venture Partners and
chairman of Yipes Enterprise Services. "We believe Yipes
Enterprise Services now has the management team in place with
the breadth and track record to help the company achieve
continued market growth and leadership."

Dennis Muse has been appointed to president and CEO of Yipes
Enterprise Services. Muse joined Yipes Communications, Inc. in
January 2002 as chief operating officer, and in March he was
appointed to president and CEO when the company filed for
bankruptcy. Muse's experience with competitive service providers
and value-added services will help bring Yipes Enterprise
Services into the next phase of its lifecycle. Muse's team
includes co-founder and CTO Kamran Sistanizadeh, who is the
original architect of Yipes' network and holds 16 service-
related patents.

"The acquisition of Yipes assets and the recent infusion of new
funds is a testament to the company's unique vision, highly
affordable service offerings and ongoing customer traction,"
said Dennis Muse, president and CEO, Yipes Enterprise Services.
"We value the patience and loyalty of our customers, business
partners and suppliers, and we are delighted to have a new
business plan in place that will enable us to continue serving
and nurturing these strategic relationships."

Yipes Enterprise Services, Inc., (formerly PHX Communications,
Inc.) was formed to acquire and operate the network and other
assets of Yipes Communications, Inc.  Yipes Enterprise Services
provides instantly scalable Ethernet services, ranging from 1
Megabit per second to 1 Gigabit per second in 1 Mbps increments.
These highly affordable services available in 10 major
metropolitan markets coast-to-coast, include Yipes MAN (Metro
Area Networking), Yipes NAN (National Area Networking) and Yipes
NET (high-speed Internet access). The San Francisco-based
company's customers include Fortune 1000 enterprises, financial
institutions, real estate companies, law firms, medical
facilities, Web-based businesses, ISPs and ASPs, universities,
school districts and government agencies. Investors in Yipes
Enterprise Services include Norwest Venture Partners, New
Enterprise Associates, The Sprout Group/CSFB, JP Morgan
Partners, Soros Private Equity Partners, Focus Capital, Glynn
Ventures and Quantum Capital.

The Yipes operations have won numerous honors for innovation and
excellence from America's Network, CED, Computerworld, CRN,
Enterprise Systems, Inter@ctive Week, The Net Economy, Network
Magazine, Network World, Red Herring,, Telephony and
Upside, and awards from COMNET, NetWorld + Interop, Supercomm,
as well as the World Communication Award for Best New Carrier.
For more information, visit

* DebtTraders' Real-Time Bond Pricing

Issuer               Coupon   Maturity  Bid - Ask  Weekly change
------               ------   --------  ---------  -------------
Crown Cork & Seal     7.125%  due 2002    96 - 98     +1.5
Freeport-McMoran      7.5%    due 2006  90.5 - 91.5    +.5
Global Crossing Hldgs 9.5%    due 2009  1.13 - 1.63   -.37
K-Mart                9.375%  due 2006 39.50 - 40.50   n/a
Levi Strauss          6.8%    due 2003    89 - 91      n/a
Lucent Technologies   6.45%   due 2029    47 - 49      -11
MCI Worldcom          6.5%    due 2010  45.5 - 47      n/a
Terra Industries      10.5%   due 2005    86 - 89       +1
Westpoint Stevens     7.875%  due 2008    59 - 62       -3
Worldcom              7.5%    due 2011    17.5-18.5    n/a
Xerox Corporation     8.0%    due 2027    43 - 45       -6

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


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

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

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

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

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


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

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

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

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

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

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