TCR_Public/020715.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, July 15, 2002, Vol. 6, No. 138     


ADELPHIA COMMS: Seeks Nod to Sign-Up Lazard as Investment Banker
ADVANTICA: Closes FRD Divestiture and Changes Name to Denny's
AMERICAN AIRCARRIERS: Files Plan and Disclosure Statement in DE
AMES DEPT: Court Schedules Assets Sale Auction on July 19, 2002  
BANYAN STRATEGIC: Nasdaq Delists Shares Effective July 12, 2002

CALYPTE BIOMED: Bristol Investment Discloses 9.9% Equity Stake
COMDISCO: Wants Court to Approve Stipulation with Transamerica
CONSOLIDATED PROPERTIES: Closes on $18.3 Mil. Real Estate Sales
COVANTA ENERGY: Engages Chilmark Partners for Financial Advice
CHART INDUSTRIES: Looking to Equity Investors to Pay Down Debts

CREDIT SUISSE: Fitch Affirms Classes G & H at Low-B Level  
CYTOMEDIX INC: Emerges from Chapter 11 Bankruptcy Proceeding
DA CONSULTING: Will Transfer Listing to Nasdaq SmallCap Market
DESA HOLDINGS: Asking for Additional Time to Complete Schedules
EDISON INT'L: Exelon Informs Unit of Exercising Purchase Option

ELOT INC: Files Consensual Joint Reorganization Plan in New York
ENRON CORP: WestLB Seeks Judgment Regarding $16MM Quachita Funds
ENRON CORP: Chapter 11 Attorneys' Fees Reach $67 Million Mark
EXODUS COMMS: AT&T Solutions Demands $2.7 Million for Services
FLAG TELECOM: Unsecured Panel Retains Akin Gump as Counsel

FRUIT OF THE LOOM: Trust Pursuing Prepetition Fund Transfers
GEOGRAPHICS: Fails to Beat Annual Form 10-K Filing Deadline
GLOBAL CROSSING: Hires Huron Consulting as Financial Advisor
KAISER ALUMINUM: Gets Nod to Tap Yantek as Contract Consultants
KMART CORP: Salton Inc. Wants to Terminate Distribution Pacts

KMART CORP: Former Employee Class Wants Settlement Pact Payments
LOG ON AMERICA: Case Summary & 20 Largest Unsecured Creditors
MEMC ELECTRONIC: Shareholders Okay Restructuring Pact with TPG
METROLOGIC INSTRUMENTS: Executes Amended Credit Pact with Banks
MIRAVANT MEDICAL: Commences OTCBB Trading Effective July 12

NAPSTER INC: U.S. Trustee Names Unsecured Creditors' Committee
NATIONSRENT INC: Intends to Sign-Up Bouchard as Special Counsel
NETEASE.COM INC: Violates Nasdaq Continued Listing Requirements
NORTHERN ORION: Eliminates All Indebtedness through Workout Deal
PSC INC: Fails to Comply with Nasdaq Continued Listing Standards

PACIFIC GAS: Balks at CPUC's Request to Pay UBS Warburg's Fees
PHYCOR INC: NY Court Sets Plan Confirmation Hearing for July 18
PRIMUS TELECOMMS: Closes Exchange Offer for 3.2 Million Options
PROVELL INC: Wants to Stretch Lease Decision Period to Oct. 8
qSERVE COMMUNICATIONS: Wants to Pay Critical Vendors' Claims

RECEIVABLES STRUCTURED: Fitch Cuts 2001-Calpoint Notes to B
REPUBLIC TECHNOLOGIES: Court Okays Asset Sale to RT Acquisition
RETRACTABLE TECHNOLOGIES: Initiates Balance Sheet Restructuring
SL INDUSTRIES: Andersen Firing Causes Form 11-K Filing Delay
SERVICE MERCHANDISE: Wheelers Want to Pursue Insurance Proceeds

SOUTH HERTFORDSHIRE: Restricts Cash Use to Administrative Costs
SPIEGEL GROUP: Appoints Fabian Manson as Eddie Bauer Pres. & CEO
SUN INTL HOTELS: Closes Tender Offer to Exchange Share Options
TECSTAR INC: Obtains Cash Collateral Extension Until August 9
TELETOUCH COMMS: AMEX Accepts Proposed Listing Compliance Plan

THOMSON KERNAGHAN: IDA of Canada Suspends Rights & Privileges
TRI-NATIONAL DEVELOPMENT: Tells Senior Care, "No Retraction"
US AIRWAYS: Atty. Gen. Fisher Commends ATSB for Loan Guarantees
USG CORP: Future Claimants' Rep. Hiring Kaye Scholer as Counsel
VELOCITA CORP: Gets Nod to Engage Weil Gotshal as Attorneys

VINA TECHNOLOGIES: Fails to Meet Nasdaq Listing Qualifications
WORLDCOM: Banks Try to Impose Constructive Trust on Loan Funds

* BOND PRICING: For the week of July 15 - July 19, 2002


ADELPHIA COMMS: Seeks Nod to Sign-Up Lazard as Investment Banker
Adelphia Communications and the other ACOM Debtors seek entry of
an order authorizing them to employ and retain Lazard Freres &
Co. LLC as their investment bankers, effective as of the
Petition Date, pursuant to the terms of an engagement letter,
dated as of June 1, 2002, and an indemnification agreement,
dated as of April 22, 2002.

As part of the restructuring process, the ACOM Debtors' Special
Committee retained Lazard to provide general restructuring
advice including but not limited to possible Sales and Financing
Transactions.  The ACOM Debtors want Lazard to perform similar
services during these reorganization cases.

Randall D. Fisher, ACOM's Vice President and General Counsel,
tells the Court that Lazard is a financial advisory and
investment banking firm focused on providing financial and
investment banking advice and transaction execution on behalf of
its clients.  Lazard's broad range of corporate advisory
services includes services pertaining to: general financial
advice; corporate restructurings; domestic and cross-border
mergers and acquisitions; divestitures; privatization; special
committee assignments; takeover defenses; and strategic
partnerships/joint ventures.  In addition, Lazard maintains a
presence in capital markets and has a significant asset
management business.  Lazard is a registered broker-dealer and
an investment adviser with the United States Securities and
Exchange Commission and is also a member of the New York,
American and Chicago Stock Exchanges, the National Association
of Securities Dealers and the SIPC.  Founded in New Orleans,
Louisiana, in 1848, Lazard is a private firm with approximately
1,700 employees, with 25 offices in 16 countries, including U.S.
offices in New York, Chicago and San Francisco.

Mr. Fisher explains that the Debtors seek to retain Lazard as
their investment bankers because, among other things, Lazard and
its senior professionals have an excellent reputation for
providing high quality financial advisory and investment banking
services to debtors and creditors in bankruptcy reorganizations
and other debt restructurings, and have extensive knowledge of
the Debtors' financial and business operations.  Prior to the
Petition Date, the Debtors and the Special Committee of the
Debtors' Board of Directors engaged Lazard to provide advice in
connection with the Debtors' attempts to complete a strategic
restructuring, reorganization and/or recapitalization and to
prepare for the commencement of these cases.  In providing
prepetition services to the Debtors in connection with these
matters, Lazard's professionals have worked closely with the
Debtors' management and other professionals and have become well
acquainted with the Debtors' operations, debt structure,
creditors, business and operations and related matters.
Accordingly, Lazard has developed significant relevant
experience and expertise regarding the Debtors that will assist
it in providing effective and efficient services in these cases.
Should the Court approve the Debtors' retention of Lazard as
financial advisors and investment bankers, Lazard will continue,
without interruption, to perform the services for the Debtors as
described herein.  In its capacity as the Debtors' prepetition
financial advisor and investment banker, Lazard:

A. Advised and met with management and the Board of Directors
   with respect to various restructuring alternatives and their

B. Assisted the Debtors in evaluating their businesses and
   operations, and the liquidity and financing required to
   continue those operations;

C. Assisted the Debtors in arranging the proposed debtor-in-
   possession financing; and

D. Assisted the Debtors and Counsel with the strategy and
   preparation for the Chapter 11 filing.

In addition to Lazard's understanding of the Debtors' financial
history and business operations and the industry in which the
Debtors operate, Mr. Fisher submits that Lazard and its senior
professionals have extensive experience in the reorganization
and restructuring of troubled companies, both out-of-court and
in Chapter 11 proceedings.  Lazard's employees have advised
debtors, creditors, equity constituencies and government
agencies in many complex financial reorganizations.  Since 1990,
these professionals have been involved in over 150
restructurings representing over $200 billion in restructured
debt.  The professionals of Lazard have been employed as
financial advisors and investment bankers in a number of
troubled company situations, including the recent chapter 11
cases in the Southern District of New York of Formica
Corporation, 360networks and Loews Cineplex, among others.

The Engagement Letter contemplates that Lazard will provide
these investment banking services to the Debtors in these
chapter 11 cases:

A. Reviewing and analyzing the Company's business, operations
   and financial projections;

B. Evaluating the Company's potential debt capacity in light of
   its projected cash flows;

C. Assisting in the determination of an appropriate capital
   structure for the Company;

D. Determining a range of values for the Company on a going
   concern basis;

E. Advising the Company on tactics and strategies for
   negotiating with the holders of the Existing Obligations;

F. Rendering financial advice to the Company and participating
   in meetings or negotiations with the Stakeholders and/or
   rating agencies or other appropriate parties in connection
   with any restructuring, modification or refinancing of the
   Company's Existing Obligations;

G. Advising the Company on the timing, nature, and terms of new
   securities, other consideration or other inducements to be
   offered pursuant to the Restructuring;

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

I. Assisting the Company in preparing documentation within
   Lazard's area of expertise that is required in connection
   with the Restructuring of the Existing Obligations;

J. Assisting the Company in identifying and evaluating
   candidates for a potential Sale Transaction, advising the
   Company in connection with negotiations and aiding in the
   consummation of a Sale Transaction;

K. Advising and attending meetings of the Debtors' Board of
   Directors and its committees;

L. Providing testimony, as necessary, in any proceeding before
   the Bankruptcy Court; and

M. Providing the Company with other general restructuring

The Debtors require knowledgeable financial advisors and
investment bankers to render these essential professional
services.  As noted above, Lazard has substantial expertise in
all these areas, and as a result, Lazard is well qualified to
perform these services and represent the Debtors' interests in
these cases.

Subject to the Court's approval, Lazard will be entitled to the
following forms of compensation for its chapter 11 related
services pursuant to the Engagement Letter:

A. A $225,000 monthly fee, payable on the 22nd day of each
   month until the earlier of the completion of the
   Restructuring or the termination of Lazard's engagement.  The
   Monthly Fee will be credited against the Restructuring Fee.

B. If a Restructuring is completed, a cash fee equal to
   $15,000,000, payable one the effective date of a confirmed
   chapter 11 plan.

C. For any Sale Transaction consummated in the Chapter 11 Cases,
   Lazard will be paid a cash Sale Transaction Fee on
   consummation of the Sale Transaction, equal to:

                               Percentage of
             Aggregate           Aggregate
           Consideration       Consideration
         -----------------     -------------
              $100,000,000         1.500%
              $200,000,000         1.200%
              $300,000,000         1.000%
              $400,000,000         0.900%
              $500,000,000         0.800%
              $600,000,000         0.750%
              $700,000,000         0.700%
              $800,000,000         0.650%
              $900,000,000         0.625%
            $1,000,000,000         0.600%
            $2,000,000,000         0.450%
            $3,000,000,000         0.400%
            $4,000,000,000         0.360%
            $6,000,000,000         0.300%
            $7,500,000,000         0.265%
            $9,000,000,000         0.240%
           $12,500,000,000         0.200%
           $20,000,000,000         0.150%

   One-half of any fees paid for a Sale Transaction shall be
   credited against any fees subsequently payable as a
   Restructuring Fee.

D. Depending on the nature of the transactions, Lazard may earn
   both a Restructuring Fee and Sale Transaction Fee.

E. In addition to any fees that may be payable to Lazard and,
   regardless of whether any transaction occurs, the Debtor
   shall promptly reimburse Lazard for all reasonable out-of
   pocket expenses (including travel and lodging, data
   processing and communications charges, courier services and
   other appropriate expenditures) and other reasonable fees and
   expenses, including expenses of counsel, if any.

David S. Kurtz, Lazard's Managing Director in charge of the ACOM
engagement, informs the Court that prior to the Petition Date,
Lazard received $525,439 from the Debtors in full payment of
pre-petition monthly fees and expenses.  In addition, the
Debtors paid Lazard a $175,000 retainer for post-petition
services.  Mr. Kurtz confirms that Lazard has received no other
compensation from the Debtors or any other party-in-interest in
connection with these chapter 11 cases.

Mr. Kurtz states that Lazard's engagement may be terminated by
the Debtors or Lazard at any time without liability except that
following the termination and any expiration of the Engagement
Letter, Lazard shall remain entitled to any fees accrued but not
yet paid prior to the termination or expiration, as the case may
be, and to reimbursement of expenses incurred prior to the
termination or expiration, as the case may be.  If Lazard is
terminated by the Debtors, then Lazard shall remain entitled to
full payment of all fees contemplated by the Engagement Letter
respecting any Restructuring or Sale Transaction announced or
resulting from negotiations commenced during the period from
June 1, 2002 until one year following the termination or
expiration, as the case may be.

The Debtors have agreed to indemnify Lazard in accordance with
the indemnification provisions that are set forth in the
Indemnification Agreement.  The Debtors and Lazard believe these
provisions are customary and reasonable for the engagement set
forth herein, both in out-of-court workouts and in chapter 11
reorganizations, and are consistent with recent indemnification
provisions approved in large cases in this District.

Mr. Kurtz assures the Court that the principals and
professionals of Lazard do not have any connection with the
Debtors, their creditors, or any party-in-interest, or their
respective attorneys; do not hold or represent an interest
adverse to the estate; and are "disinterested persons" within
the meaning of Bankruptcy Code section 101(14).  However, Lazard
has been retained to represent several potential parties-in-
interests in these cases including JP Morgan Chase Bank,
Citibank, Bank of New York, First Union National Bank, Bank of
America, Royal Bank of Canada, Credit Suisse First Boston,
Credit Agricole Indusuez, ACXA Financial, Time Warner Inc., USA
Networks Inc., Pirelli S.p.A, GE Capital Corp., PNC Bank, Royal
Bank of Scotland and Viacom. (Adelphia Bankruptcy News, Issue
No. 11; Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Adelphia Communications' 9.875% bonds
due 2007 (ADEL07USR2) are trading between 43.5 and 45.5. See  
for real-time bond pricing.

ADVANTICA: Closes FRD Divestiture and Changes Name to Denny's
Advantica Restaurant Group, Inc. (OTCBB: DINE) announced that it
closed, effective July 10, 2002, the divestiture of its
subsidiary FRD Acquisition Co., which is the parent company of
the Coco's and Carrows restaurant brands. The divestiture was
completed through FRD's Chapter 11 reorganization proceedings.
Pursuant to the plan of reorganization, FRD's unsecured
creditors, who were generally the holders of FRD's 12-1/2%
senior notes, received 100% of the reorganized equity of FRD.

As part of the transaction, Advantica's subsidiary, Denny's,
Inc., received a payment of $32,501,059 in connection with FRD's
senior secured credit facility where Denny's was lender. Such
payment represented all outstanding obligations under the
facility less a $10,000,000 discount. This was the maximum
amount payable to Denny's under the plan of reorganization and
settlement agreement previously entered into between the parties
and approved by the bankruptcy court.

FRD's Letters of Credit under the prior credit facility remain
outstanding. The letters of credit secure certain obligations of
FRD and its subsidiaries under various insurance programs which
are anticipated to be satisfied in the ordinary course of
business. Denny's has agreed to continue to provide the cash
collateral supporting these letters of credit (currently
$5,707,197) for a fee until the letters of credit terminate or
are replaced. Denny's also received a separate four-year note
payable from reorganized FRD for continuing to provide the cash

In connection with the divestiture, Advantica and FRD have
entered into a Transition Services Agreement, whereby Advantica
will continue to provide various management and support services
for a fee over an initial term of up to one year.

With the closing of the FRD divestiture, Advantica has now
completed its transition from a restaurant holding company to a
one-brand entity in Denny's. Accordingly, effective today
Advantica will change its name to Denny's Corporation. In
addition, starting tomorrow, the company's common stock will
begin trading under the new ticker symbol "DNYY". The company's
stock will continue to trade on the OTC bulletin board.

Denny's is America's largest full-service family restaurant
chain, operating directly and through franchisees over 1,700
Denny's restaurants in the United States, Canada, Costa Rica,
Guam, Mexico, New Zealand and Puerto Rico. For further
information on the Company, including news releases, links to
SEC filings and other financial information, please visit the
Denny's Web site at

DebtTraders reports that Advantica Restaurant Group's 11.250%
bonds due 2008 (DINE08USR1) 77.25 and 79.25. Look to
for more real-time bond pricing.

AMERICAN AIRCARRIERS: Files Plan and Disclosure Statement in DE
American Aircarriers Support, Inc., and its debtor-affiliates
filed their Consolidated Liquidating Chapter 11 Plan and an
accompanying Disclosure Statement in the U.S. Bankruptcy Court
for the District of Delaware.  Full-text copies of the Plan and
Disclosure Statement are available at:


Generally, the Plan provides for the liquidation of the Debtors'
assets and their substantive consolidation.  The Debtors intend
to pay creditors in accordance with the priorities set forth in
the Bankruptcy Code.  This distribution is with an exception --
the Bank Group agrees to make certain Avoidance Action Proceeds
and a Liquidation Trust Carve-Out available to holders of
allowed unsecured claims.

Under the Plan, the distribution to unsecured creditors in Class
7 will be based upon the amount of any recoveries resulting from
the prosecution of Avoidance Actions and a Sharing Formula. In
effect, the holders of Allowed Class 7 Claims will receive, net
of distribution costs, the first $500,000 of Avoidance Action
Proceeds and one-half of any Avoidance Action Proceeds in excess
of $500,000.  Similarly, the proceeds of all other Remaining
Assets and one-half of the Avoidance Action Proceeds in excess
of $500,000, net with costs and expenses go to the Bank Group.

American Aircarriers, an international supplier of aviation
services, which include sales of aircraft components and spare
parts, maintenance, overhaul and repair of those products, and
engine management services, filed for chapter 11 protection on
October 31, 2000. Jason W. Staib, Esq., and Robert J. Dehney,
Esq., at Morris Nichols, Arsth & Tunnell represent the Debtors
in their chapter 11 liquidation.

AMES DEPT: Court Schedules Assets Sale Auction on July 19, 2002  
Judge Gerber schedules an Auction for the sale and lease-back of
certain of Ames Department Stores, Inc.'s and its debtor-
affiliates' fee-owned properties on July 19, 2002 at the offices
of Weil Gotshal & Manges LLP in New York, New York. Accordingly,
the Auction Procedures contemplated in the motion are approved.  
Any person wishing to bid for the Properties or otherwise submit
a higher or better offer for the purchase of the Properties,
must do so in accordance with the Auction Procedures.

In addition, Judge Gerber permits the Debtors to borrow,
pursuant to the KRC Agreement, up to an aggregate principal
amount of $16,000,000.  The Debtors may borrow an additional
$4,000,000 after satisfaction of the conditions set forth in the
Agreement. In the event that KRC is the ultimate purchaser of
the Properties, as described in the Agreement, any unpaid
portion of the Financing (together with interest accrued) will
be treated as a credit against the purchase price as provided in
the Agreement.

The Debtors will publish a condensed version of the Sale Notice
in the national edition of the New York Times and other
periodical or newspaper that the Debtors, in consultation with
the Committee, consider appropriate.

Judge Gerber also indicates that the Sale Hearing will be held
on July 22, 2002 and the Debtors will seek authorization and
approval of the Agreement and those matters contained in the
Motion.  To the extent required by Section 364 of the Bankruptcy
Code, the Sale Hearing will also constitute a final hearing on
the Financing.  Objections, if any, to the relief requested in
the Motion, to the Sale of the Properties or the assignment of
any of the Leases must be in writing and served so as to be
received by the Clerk of Bankruptcy Court not later than July
15, 2002.

                      *   *   *   *

David H. Lissy, Ames' Senior Vice President and General Counsel,
submits that the consideration to be paid by KRC for the
property is $59,000,000, of which the Debtors will have
immediate access to use $16,000,000 plus another $4,000,000
prior to Closing.  A break down of the contemplated purchase
price shows: $35,000,000 will be used to pay down the GE Capital
DIP Facility, and $2,500,000 million to pay down the Kimco DIP
Facility, on account of their respective liens and security
interests on the Property.

The salient provisions of the KRC Agreement include:

A. Property to be Sold: The Debtors have agreed to sell and KRC
   has agreed to purchase, free and clear of liens, claims and
   encumbrances (except for Permitted Encumbrances), these fee-
   owned properties:

   a. Lewiston, Maine Store (Store No. 2139)
   b. Woodsville, New Hampshire Store (Store No. 432)
   c. Ellwood, Pennsylvania Store (Store No. 534)
   d. Leesport, Pennsylvania Distribution Facility
   e. Mansfield, Massachusetts Distribution Facility

B. Leaseback of Properties -- the Unitary Lease:

   a. The Agreement provides for the leasing back of the fee-
      owned properties pursuant to a single, unitary lease
      between KRC and the Debtors.  The Unitary Lease will
      provide for a 20-year term with options to extend the
      term. The initial aggregate rent under the Unitary Lease
      is $6,500,000 per year;

   b. The Agreement provides that the Unitary Lease will
      constitute a single, unitary master lease that can only be
      assumed, assigned or rejected by the Debtors as a whole
      and in its entirety.  It cannot be severed or otherwise
      divided into discrete or separate leases.  This is
      provided, however, that the Unitary Lease permits the
      Debtors to terminate the Unitary Lease with respect to the
      Lewiston Property, the Woodsville Property, the Ellwood
      Property, the Mercerville Property and the Monroeville
      Property; and,

   c. The Unitary Lease also provides that KRC will have a
      limited administrative expense priority claim for
      rejection of the lease equal to the lesser of $5,000,000,
      and the actual deferred maintenance for the Property.

C. Assignment of Leases: The Agreement provides for the
   Debtors' assumption and assignment to KRC of:

   a. the Rochester Lease with William D. Lane, as supplemented,
      demising certain land at Winton Road, Henrietta, New York
      and the buildings and improvements thereon;

   b. the Wegman Lease to Wegman's Food Markets, Inc., as
      subtenant, encumbering a portion of the Rochester

   c. the Mercerville Lease with Clover Square Associates,
      demising certain land at Quakerbridge Road, Mercerville,
      New Jersey, and its buildings and improvements;

   d. the Monroeville Lease with The Mckeesport Industrial
      Development Authority, demising certain land at William
      Penn Highway, Monroeville, Pennsylvania.

D. Purchase Price: As consideration for the sale and assignment
   of the Property, KRC will pay the Debtors $59,000,000 cash,
   payable as follows:

   a. $16,000,000 as Initial Deposit on the first business day
      after the later of:

      1. the Court enters the Sale Procedures Order; and,

      2. KRC has received an effective amendment of the GE
         Capital DIP Agreement (in form and substance reasonably
         acceptable to KRC) addressing the matters specified to
         the Agreement;

   b. $4,000,000 as the Second Deposit upon the earlier of two
      business days after KRC's completion of its due diligence
      investigation and the expiration of the Due Diligence
      Period (and provided KRC has not elected to terminate this
      Agreement); and,

   c. $39,000,000 at the Closing.

E. Super-priority Claims and Liens on Deposit: To provide KRC
   with adequate protection for the Debtors use of the Deposit,
   the Debtors will grant KRC a super-priority claim and liens
   against the Property and Equipment, junior to the existing
   super-priority claims and liens;

F. Liens on New Mortgaged Facilities: The Agreement provides for
   the granting to Kimco Funding, a first mortgage lien on these
   New Mortgage Facilities upon payment to GE Capital and the
   Lenders as set forth in the Agreement and the Sixth Amendment
   to the GE DIP Agreement:

   a. 11 Pine Grove Square, Grove City, Pennsylvania;

   b. 100 Kanawha Mall, Charleston, West Virginia; and,

   c. 2370-2418 Main Street and 6 & Pratt Street, Rocky Hill,

G. Interest on Deposit: The Debtors will pay to KRC interest.
   The interest accrues on each part of the Deposit from the
   date that part of the Deposit is delivered to the Debtors
   through the earlier of the Closing and the date of repayment
   of the Deposit, with interest accruing at the rate of 13.5%
   per annum.  Interest is payable monthly, in arrears, on the
   first day of each month beginning with the month following
   the month in which the Deposit is delivered to the Debtors;

H. Termination Interest: The Agreement provides that upon its
   termination (except for a termination by the Debtors due to a
   default by KRC, pursuant to the Agreement), the Debtors will,
   within five days of the termination, pay the Deposit, and all
   accrued, unpaid interest, to KRC.  The interest rate of 13.5%
   per annum will be increased to 17.5% per annum upon the
   default by the Debtors under the Agreement.  The interest
   will be retroactive to the date any part of the Deposit was
   disbursed to the Debtors.  Any additional interest due by the
   Debtors on account of the increase will be due within five
   days of demand by KRC;

I. Use of Proceeds: The Debtors must use the proceeds of the
   sale to:

   a. To repay at least $2,500,000 of the indebtedness secured
      by the mortgages held by Kimco Funding, provided Kimco
      Funding receives as additional collateral a first mortgage
      lien on the New Mortgage Facilities;

   b. To repay that portion of the GE Capital term loan
      associated with the Property and the New Mortgaged

   c. At or prior to the Closing, to repay in full the
      indebtedness and all amounts outstanding under the
      industrial revenue bond financing with respect to the
      Monroeville Property, to cause the cancellation and
      release of the Monroeville Lease, and to cause the
      conveyance to KRC of the fee interest of the premises
      demised under the Monroeville Lease; and,

   d. The balance of the purchase price can be used for general
      corporate purposes. (AMES Bankruptcy News, Issue No. 20;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Ames Department Stores' 10.000% bonds
due 2006 (AMES06USR1) are quoted between 1 and 3. See
for more real-time bond pricing.

BANYAN STRATEGIC: Nasdaq Delists Shares Effective July 12, 2002
Banyan Strategic Realty Trust (Nasdaq: BSRTS) was notified by
representatives of the Nasdaq Listing Qualifications Panel, that
Banyan's June 20, 2002 appeal of a determination to delist
Banyan's shares of beneficial interest had been denied.
Accordingly, the Trust consented to a delisting of its shares as
of the opening of the market on July 12, 2002.

As previously announced, Banyan was first notified on February
15, 2002, that it would be subject to delisting if the closing
price of its shares did not exceed the $1.00 minimum bid price
for ten consecutive trading days during the 90-day period ending
on May 15, 2002. In May, Nasdaq notified Banyan of the imminent

Banyan appealed on the basis that its diminished stock price was
not unintended, but rather was in keeping with its Plan of
Termination and Liquidation, adopted in January of 2001. Banyan
asserted that the reduced stock price directly related to $5.25
per share in liquidating distributions made since May of 2001,
rather than any other diminution in value of the business.
Nasdaq offered to transfer Banyan's listing to its Small Cap
Market, but Banyan has declined, because of the $45,000 cost
involved in a transfer of the listing.

Banyan anticipates that its shares may now be quoted on the Over
the Counter Bulletin Board, but there can be no assurance that a
market for these shares will develop. Investors do not have
direct access to the OTCBB and must contact a broker/dealer to
trade OTCBB securities. Further information about the OTCBB is
available at

Banyan Interim President, CEO and Chairman, L.G. Schafran,
commented: "We are disappointed that the Nasdaq Panel did not
elect to adopt the exception to its rules that we suggested
would be appropriate in a liquidation situation. We continue to
believe that the Nasdaq rules are deficient, because they fail
to provide continual listing for a company, like ours, that
adopts and then executes an orderly plan of liquidation. We
encourage our shareholders and potential investors to trade our
shares on the Over the Counter Bulletin Board."

Banyan Strategic Realty Trust is an equity Real Estate
Investment Trust that adopted a Plan of Termination and
Liquidation on January 5, 2001. On May 17, 2001, the Trust sold
approximately 85% of its portfolio in a single transaction.
Other properties were sold on April 1, 2002 and May 1, 2002.
Banyan now owns a leasehold interest in one (1) real estate
property located in Atlanta, Georgia, representing approximately
9% of its original portfolio. This property is subject to a
contract of sale, currently scheduled to close on September 17,
2002. Since adopting the Plan of Termination and Liquidation,
Banyan has made liquidating distributions totaling $5.25 per
share. An additional distribution of $0.20 per share is
scheduled for July 15, 2002 to shareholders of record as of July
1, 2002. As of this date, the Trust has 15,496,806 shares of
beneficial interest outstanding.

CALYPTE BIOMED: Bristol Investment Discloses 9.9% Equity Stake
Bristol Investment Fund, Ltd., of the Cayman Islands,
beneficially owns 4,462,425 shares of the common stock of
Calypte Biomedical Corporation, representing 9.9% of the
outstanding common stock of the Company.  Bristol has sole
powers as to the voting and disposition of the total amount of
stock held.

Calypte Biomedical's urine-based HIV-1 test is touted as having
several benefits over blood tests, and has received FDA approval
for use in professional laboratories. The test is also available
in China, Indonesia, Malaysia, and South Africa. The company
would like to extend its HIV test by making it faster and
adapting it for over-the-counter sale. The firm is working on
urine- and blood-based tests for other diseases and participates
in a national HIV testing service known as Sentinel. Calypte
Biomedical also owns about 30% of Pepgen, which is developing an
interferon-based drug to treat multiple sclerosis.

As of March 31, 2002, the company posted a total shareholders'
equity deficit of about $5 million.

COMDISCO: Wants Court to Approve Stipulation with Transamerica
Comdisco, Inc. and its debtor-affiliates ask the Court to
approve a proposed stipulation with Transamerica Equipment
Financial Services Corporation granting Transamerica relief from
the automatic stay.

Felicia Gerber Perlman, Esq., at Skadden, Arps, Slate, Meagher &
Flom, in Chicago, Illinois, relates that under the terms of two
non-recourse promissory notes, Transamerica loaned to the
Debtors the principal sums of $536,426 and $1,742,882.  The
Debtors' obligations under the Non-Recourse Notes were secured
by the terms of the Security Agreement, Chattel Mortgage and
Assignment of Lease.

Under the Security Agreement, the Debtors granted Transamerica a
security interest in certain assets, including certain rights
under a Master Lease Agreement and certain lease schedules
between the Debtors and ACT Manufacturing, Inc.  Among other
things, the Debtors:

   (i) collaterally assigned to Transamerica its rights under
       Schedules EG-13 and EG-14 to the Lease; and

  (ii) granted Transamerica a first priority lien against the
       equipment covered by the Transamerica Lease Schedules.

Ms. Perlman states that Schedule EG-13 is for a term of 36
months.  ACT is required to make monthly lease payments under
Schedule EG-13 of $18,390 on the first of every month.  Schedule
EG-14 is also for a term of 36 months wherein ACT is required to
make lease payments of $56,758 each month.

Since the Petition Date, the automatic stay has prevented
Transamerica from taking action against ACT on account of its
failure to make all required payments under the Transamerica
Lease Schedules because the underlying equipment is an asset of
the Debtors' estates.  Accordingly, Transamerica has requested,
and Comdisco has consented to, the lifting of the automatic stay
to effect a transfer of the Transamerica Lease Schedules and the

The Debtors believe that the transfer of the Equipment and the
Transamerica Lease Schedules is within the ordinary course of
business and thus is permitted without further approval from
this Court.  However, Ms. Perlman says, in an abundance of
caution, the Debtors are seeking Court approval of the transfer.  
"Relief from the automatic stay to the extent set in the
Stipulation and Order, is necessary in order to effectuate the
terms of the Stipulation and Order," Ms. Perlman adds.  The
Debtors have reviewed their books and records and determined
that the outstanding amounts under the Non-Recourse Notes far
exceeds the fair market value of the Equipment and the
Transamerica Lease Schedules.  Furthermore, Ms. Perlman explains
that the Debtors possess no equity in the Equipment and
Transamerica Lease Schedules and that the Equipment and
Transamerica Lease Schedules are not necessary for an effective
reorganization. (Comdisco Bankruptcy News, Issue No. 31;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   

CONSOLIDATED PROPERTIES: Closes on $18.3 Mil. Real Estate Sales
R. Scott Hutcheson, President of Consolidated Properties Ltd.  
announced that the Company has completed two separate real
estate transactions; one including two retail properties and the
other an industrial asset.  Proceeds of disposition were
approximately $18.325 million.

The properties disposed included Humboldt Mall and Southland
Mall, retail centers in Humboldt, Saskatchewan and Winkler,
Manitoba and Supply Chain Distribution Center, an industrial
warehouse property in Calgary, Alberta.

Proceeds from the disposition of these assets are being utilized
to repay a $3,742,000, 8% Convertible Debenture due July 11,

Mr. Hutcheson stated, "I am pleased to see the Company continue
with the execution of its business strategy of disposing of its
non-core, geographically dispersed retail and industrial assets.
Over the last twelve months, we have disposed of 30 of 40
retail, residential, industrial and long-term care real estate
assets throughout five provinces of the country and have re-
deployed the resulting proceeds to 5 Calgary based office
properties and repaid convertible debt and second mortgages
totaling $6.166 million. These dispositions have resulted in the
Company exiting from the provinces of Ontario and Saskatchewan
and departing from the residential and long term care sectors."

Consolidated Properties Ltd. (TSE: COP) is a publicly traded,
real estate company whose common shares are listed on the
Toronto Stock Exchange.

COVANTA ENERGY: Engages Chilmark Partners for Financial Advice
Covanta Energy Corporation and its debtor-affiliates sought and
obtained Court approval to retain Chilmark Partners, LLC, nunc
pro tunc effective as of April 1, 2002, as investment banker in
the Chapter 11 cases.

However, Judge Blackshear, notwithstanding anything to the
contrary in the Agreement, the Restructuring Fee will be reduced
by the Monthly Fee paid to Chilmark through the date of payment
of the Restructuring Fee up to, but not in excess of $2,000,000.
Furthermore, Judge Blackshear states that:

   (a) with respect to the Debtors' 26 waste-to-water
       facilities, Aggregate Consideration will not include any
       secured debt issued by client communities to finance the
       construction of these facilities;

   (b) with respect to any sale of any direct or indirect
       interest of any of the Debtors in the Corel Centre
       located in Ottawa, Ontario, Canada or the Ottawa Senators
       hockey club, Aggregate Consideration will include only
       the net proceeds received by the Debtors, not the gross
       sale proceeds; and

   (c) with respect to the letters of credit issued, or to be
       issued, under Tranche B of the Debtors' postpetition
       debtor-in-possession credit facility or letters of
       credit issued under the Revolving Credit and
       Participation Agreement dated as of March 14,2 001,
       the Aggregate Consideration will include the assumption,
       refinancing or reissuance of all letters of credit other
       than the letters of credit relating to the Detroit,
       Michigan WTE.

                            *   *   *   

On March 28, 2002, Covanta entered into an agreement with
Chilmark to provide investment banking services to the Debtors.
Pursuant to the Agreement, Chilmark is to provide these services
to the Debtors:

    a) Develop valuation, debt capacity and recovery analyses in
       connection with developing and negotiating a potential
       restructuring of the Debtors;

    b) Based on a review and analysis of the Debtors'
       businesses, prospects, long-term business plan, and
       financial liquidity, Chilmark will advise Debtors with
       respect to its alternatives regarding its Obligations;

    c) Evaluate the Debtors' debt capacity and alternative
       capital structures to develop various restructuring
       scenarios and analyze the recoveries of different
       stockholders under these scenarios;

    d) Assist in the development of a negotiating strategy and,
       if requested by the Debtors, assist in negotiations with
       the Debtors' creditors and other interested parties with
       respect to a potential Restructuring or Disposition;

    e) Facilitate and advise with respect to the value of
       securities offered by the Debtors in connection with a
       potential restructuring of the Debtors; and

    f) Provide such other advisory services as are customarily
       provided in connection with the analysis and negotiation
       of a Restructuring, as reasonably requested by the

  Other principal and salient terms of Agreement:

    a) Term: Retention will commence on March 28, 2002 and
       continue on a month-to-month basis until terminated
       by either party upon 30 days' written notice without
       cause, or at any time for cause.

    b) Compensation: The Debtors agree to pay the following fees
       to Chilmark for its financial advisory services:

       (i) A monthly advisory fee in the amount of $150,000 per
           month. The Debtors have paid Chilmark a retainer of
           $450,000 to cover the period from March 28, 2002
           through June 27, 2002.

      (ii) Upon either a Successful Restructuring or a
           Disposition, an additional fee equal to
           $7,000,000. The term "Successful Restructuring"
           means the execution, confirmation, effectiveness, and
           consummation of a Chapter 11 plan for Covanta or any
           of its subsidiaries.

     (iii) If the Debtors sell, spin-off, or otherwise dispose
           of all or substantially all of the assets of the
           Debtors or its subsidiaries, Chilmark will be paid a
           fee in cash equal to 1.0% of the Aggregate
           Consideration upon completion of the transaction.
           This will not include the distribution of stock, debt
           or other consideration pursuant to a stand-alone
           Chapter 11 plan or reorganization.

     (iv)  If the Debtors make an extraordinary distribution of
           cash, stock or other value, Chilmark will be paid a
           fee in cash equal to 1.0% of the value of each
           distribution upon completion of the distribution.
           However, if the extraordinary distribution consists
           of the proceeds of (iii) above, Chilmark will not be
           paid both the Transaction Fee and the Distribution
           Fee. Additionally, this does not include the
           distribution of stock, debt or other consideration
           pursuant to a stand-alone Chapter 11 plan of

      (v)  If a Transaction Fee or a Distribution Fee is
           payable, the fee will reduce the Restructuring Fee,
           but not to an amount less than zero.

    (vi)   Reimbursement of all reasonable out-of-pocket
           expenses incurred during this engagement, payable
           promptly following delivery of invoices setting forth
           in reasonable detail the nature and amount of such

The Debtors also seek approval of the Fee Structure, as defined
and as provided for in the Agreement, in accordance with Section
328(a) of the Bankruptcy Code, which provides, in relevant
parts, that a debtor "with the court's approval, may employ or
authorize the employment of a professional person under Section
327 on any reasonable terms and conditions of employment,
including a retainer, on an hourly basis, or on a contingent fee
basis." (11 U.S.C. Section 328(a).) Section 328(a), therefore,
permits the Court to approve the Fee Structure. The Fee
Structure appropriately reflects the nature of the services to
be provided by Chilmark and types of fee structures typically
utilized by Chilmark and other leading investment bankers, which
do not bill their clients on an hourly basis.

Although Chilmark does not bill by the hour, the company will
maintain general, daily records of time spent by its
professionals in connection with the rendering of services for
the Debtors.

Chilmark was paid a retainer of $450,000 to cover the Monthly
Fees for the period from March 28, 2002 through June 27, 2002.
Chilmark holds no claim against the Debtors for amounts owing
for prepetition services rendered. The Debtors understand that
Chilmark intends to apply to the Court for allowance of
compensation and reimbursement of expenses in accordance with
applicable provisions of the Bankruptcy Code, the Bankruptcy
Rules and the Local Rules and orders of the Court.

In connection with the reimbursement of actual, necessary
expenses, the Debtors have been informed that it is the Firm's
general policy to charge its clients for all other reasonable
incremental expenses incurred in connection with the clients'
cases. The expenses charged to Chilmark's clients include, among
other things, telephone and telecopier toll, mail and express
mail charges, special or hand delivery charges, document
processing charges, photocopying charges, travel expenses,
expenses for "working meals," computerized research,
transcription costs, as well as non-ordinary overhead expenses
such as secretarial overtime.

The Debtors have been assured that Chilmark will charge the
Debtors for these expenses in a manner and at rates consistent
with charges made to other clients and maintain or submit the
necessary documentation.  Mr. Horowitz asserts that no promises
have been received by either the Firm or any member,
professional or other employee thereof as to compensation or
payment in connection with this case other than in accordance
with the provisions of the Bankruptcy Code. Chilmark has no
agreement with any other entity to share with such entity any
compensation received by Chilmark in connection with these
Chapter 11 cases. (Covanta Bankruptcy News, Issue No. 9;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   

CHART INDUSTRIES: Looking to Equity Investors to Pay Down Debts
Chart Industries, Inc. (NYSE:CTI) reported on the significant
highlights of its investor conference call that was held on
Wednesday, July 10th.

In light of the recent weakness in Chart's stock price and the
related inquiries from investors, management addressed certain
aspects of Chart's current business and progress relating to
strategic initiatives, including its efforts to secure
additional capital and plans for operational restructuring. A
replay of the call will be available until Tuesday, July 16,
2002 and can be accessed by dialing 888-266-2081 or 703-925-2533
(access code: #6096903). A replay of the call can also be
accessed on Chart's Web site at  

Arthur S. Holmes, Chairman and Chief Executive Officer, remarked
that it is too early to give accurate data on Chart's
performance for the second quarter of 2002. However, management
continues to be encouraged by the improved order demand for the
Company's Process Systems and Equipment segment and its related
improved sales and gross margin performance.  Mr. Holmes further
noted that, although there is no appreciable demand for
industrial gas projects, the inquiries and bidding opportunities
for hydrocarbon processing projects remain active around the
world. The Company's Distribution and Storage segment continues
to experience soft demand, which reflects the general economic
slump in the U. S. industrial markets, particularly for capital
equipment in the industrial gas sector.  Mr. Holmes stated that
the Company's largest, most profitable segment, Applied
Technologies, is expected to meet management's expectations for
sales and gross margin contribution for the second quarter, in
spite of some softness in order levels for the electronics and
aerospace markets and timing delays for several of its expected
LNG fueling station projects.

Mr. Holmes further stated that overall product demand and
operating performance for the second quarter of 2002 are
tracking as expected. Therefore, management still anticipates
that Chart's second quarter operating performance should be
improved compared to the 2002 first quarter. The Company also
expects to remain in full compliance with the covenants of its
bank credit agreements for the second quarter. In addition,
management is optimistic about an increase in demand for Chart's
products in the second half of 2002, although the Company's
restructuring efforts could place some negative pressure on

As a part of a previously reported restructuring study, which
identified opportunities to consolidate some of Chart's
manufacturing facilities to reduce excess capacity and lower
operating costs, the Company announced that it would close its
manufacturing operations in Costa Mesa, California and Columbus,
Ohio. These operations produce special cryogenic piping and
other components that are supplied to a variety of end-users.
The Company will continue to manufacture and sell these products
from other Chart facilities that are currently under-utilized.
The Company does not anticipate a significant loss in sales for
2002 related to these closures.  Mr. Holmes remarked that the
Company deeply regrets the loss of employment for the workers
who will be affected. However, these consolidations have become
necessary in light of this unprecedented market downturn and the
need to improve Chart's financial performance. Management
anticipates savings of over $3 million annually and a recovery
of one-time closing costs within less than one year.

The Company is continuing non-exclusive discussions with several
investor groups to explore a potential significant equity
investment in Chart in an effort to reduce its debt. An
investment banking firm has been engaged to assist Chart with
its negotiations. The Company is currently in an advanced stage
of due diligence with one investor group, and the principal
terms of a potential investment have been tentatively defined.
Mr. Holmes noted that the activity with potential investor
groups is progressing as anticipated, but no formal announcement
or detailed disclosures will be made until Chart reaches a
definitive agreement to proceed and close such an investment.

Mr. Holmes further stated that Chart is also actively marketing
certain operating assets as a source of cash. Management's goal
is to reduce the Company's debt and, if possible, avoid
additional shareholder dilution from the issuance of warrants to
the Company's lenders. As previously reported, under its bank
credit agreement, the Company is required to issue warrants for
the purchase of its common stock at specified dates in 2002 if a
significant repayment of debt is not completed. Effective June
28th, the Company was required to issue warrants to its lenders
equivalent to a 2% equity share of the Company. Management
estimates that these warrants will have an exercise price of
approximately $2.42. These warrants will be reflected in future
financial statements, as appropriate.

In conclusion, Mr. Holmes stated that Chart is adjusting its
operations to improve performance and its financial condition.
Mr. Holmes further remarked that management is taking decisive
action to reduce costs and improve liquidity and also continues
to investigate and pursue Chart's options for reducing debt,
which should enhance shareholder value in the foreseeable
future. Mr. Holmes noted that he believes that Chart is well
positioned to accomplish these goals while it awaits the
anticipated return of its markets.

This release contains forward-looking statements that are
subject to certain risks and uncertainties that could cause
actual results to differ materially from those expressed or
implied by such statements. Such risks and uncertainties
include, but are not limited to, continued slowdowns in Chart's
major markets, the impact of competition, the effectiveness of
operational changes expected to increase efficiency and
productivity and reduce operating costs, the ability of Chart to
satisfy covenants and make required principal payments or
prepayments under its credit facilities, the success of Chart in
obtaining additional sources of capital and selling certain
assets and the ultimate terms and conditions of such
transactions, changes in worldwide economical and political
conditions, the threat of terrorism and the impact of responses
to that threat, the ability of the Company to pass on increases
in raw material prices, and foreign currency fluctuations that
may affect worldwide results of operations.

Chart Industries, Inc. manufactures standard and custom-built
industrial process equipment primarily for low-temperature and
cryogenic applications. Headquartered in Cleveland, Ohio, Chart
has domestic operations located in 12 states and international
operations located in Australia, China, the Czech Republic,
Germany and the United Kingdom.

                         *    *    *

As previously reported, Chart Industries' Chairman and Chief
Executive Officer Arthur S. Holmes commented on the company's
first quarter results, saying that "[t]he first phase of
[the company's] financial restructuring was completed in the
first quarter of 2002."

Additionally, Mr. Holmes stated that after securing bank
amendments to the company's credit facilities, "[the company is]
now able to focus on methods of paying down debt and reducing
Chart's leverage, ultimately leading to improved shareholder

"Going forward, we are finalizing a review of possible
operational restructuring actions which could result in
substantial future improvements in our earnings. When
implemented, these initiatives could result in additional non-
recurring charges to operations in future quarters, but are
planned to result in rapid paybacks. We also continue to focus
on potential sources of additional capital and are currently in
discussions with several investor groups, including one group
that is at an advanced stage of due diligence, regarding a
potential investment in the Company. Finally, we are pursuing
the sale of certain assets that are non-core."

CREDIT SUISSE: Fitch Affirms Classes G & H at Low-B Level  
Credit Suisse First Boston Mortgage Securities Corp. commercial
mortgage pass-through certificates, series 1997-SPICE $24.6
million class D has been upgraded to 'AAA' from 'AA+', $8.8
million class E has been upgraded to 'AA+' from 'A', and $18.2
million class F has been upgraded to 'A-' from 'BBB' by Fitch
Ratings. The $18 million class C rated 'AAA', interest-only
class AX rated 'AAA', $18.2 million class G rated 'BB', and
$13.3 million class H rated 'B+' are all affirmed. Fitch does
not rate the $22.9 million class I and interest-only class J
certificates. The rating actions follow Fitch's annual review of
the transaction, which closed in December of 1997.

The certificates are collateralized by 32 mortgage loans
consisting of multifamily (38.2%), retail (32.8%), office
(15.6%), and hotel (9.0%) properties. The properties are located
in 10 different states and Washington, D.C., with significant
concentrations in California (27.8%), Illinois (27.6%) and
Pennsylvania (19.2%).

The upgrades are primarily attributable to significant
collateral paydown and the subsequent increases in subordination
levels due to amortization, prepayments and matured loans. A
total of 56 loans have paid off since issuance, with seven
paying off since last year's annual review. As of the June 2002
distribution date, the pool's aggregate collateral balance has
been reduced by approximately 66.9%, to $116.5 million from
$352.3 million at closing. Midland Loan Services, Inc., as
master servicer, collected year-end (YE) 2001 financial
statements for 22 loans representing 86.9% of the pool balance.
The weighted average debt service coverage ratio (DSCR), using
borrower reported net operating income, is 1.71 times up from
1.37x at issuance. The five largest loans, representing 63% of
the pool, have a DSCR of 1.57x compared to 1.11x at origination.
While this concentration of the top five loans is viewed as a
concern, Fitch is comfortable with the loans' performance. Five
loans, representing 6.3% of the pool, reported YE 2001 DSCR's
below 1.00x.

Overall the pool has seen a low amount of delinquencies.
Currently, there are no delinquent loans and only two specially
serviced loans, which account for 3.5% of the pool. The first
specially serviced loan, representing 2.5% of the pool, is
secured by a full service hotel in Tulsa, OK. The loan was
assumed and modified in May of 2002. The principal balance was
reduced by $2.1 million, the interest rate was reduced to 8.0%
from 8.2%, and the maturity date was changed to 2004 from 2007.
As a result of the reduced principal balance, a loss of $1.6
million was applied to class I and a $500,000 loss was applied
to class J. In addition, the servicer recouped the expenses and
advances after the modification which caused interest shortfalls
in May and June. The interest shortfalls to these classes are
not expected to occur in the July distribution because the
servicer was able to capture all of their expenses the past two
months. The hotel began operating under the Cambridge Suites
flag in May 2002 after the new borrower invested capital for
renovation expenses. The loan is expected to be sent back to the
master servicer after the July payment. The other loan in
special servicing, representing 1.03% of the pool, is secured by
a 110,917 square foot retail center in Lawton, OK. The loan was
due to mature in December 2001, but had trouble refinancing
because of occupancy problems. The borrower was able to
negotiate lease extensions for three tenants whose leases
expired in December 2001 and is currently marketing a space left
vacant by a bank. The loan term was extended until December 2002
and is expected to return to the master servicer after the July

Fitch has concerns with the concentrated pool balance, interest
shortfalls to two rated classes, and the losses that were
applied to the I class. However the high DSCR of the top five
loans, the fact that Midland was able to recoup all their
expenses and advances associated with the interest shortfalls,
and that there are no expected losses to occur in the near
future mitigates these concerns. Fitch will continue to monitor
the performance of the pool, as surveillance is ongoing.

CYTOMEDIX INC: Emerges from Chapter 11 Bankruptcy Proceeding
Cytomedix, Inc. (OTC:CYDX) announced that all the requirements
for emergence from Chapter 11 bankruptcy have been met and the
Company has emerged, effective July 11, 2002. The first phase of
a Private Placement of common equity securities in the amount of
$3.1 million dollars has been completed. Pursuant to the terms
of the offering, the Company contemplates raising an additional
$1.9 million dollars in the near future to be used as additional
working capital and to commence a prospective, randomized
clinical trial.

President and CEO, Mr. Kent Smith said, "We are very pleased
that creditors investors have continued to show their confidence
in the Company's business plan and recent marketing developments
by subscribing to the Private Placement Offering. We believe
that Cytomedix's chronic wound care therapy product,
AutoloGel(TM), will set the standard for growth factor therapies
in this market."

The plan, overwhelmingly approved by creditors voting, provides
for all debt to be converted into equity classes. The Company
will emerge from reorganization with approximately 10 million
common shares outstanding and no appreciable debt. Creditors
voting approved the plan by a margin of over 94%.

Cytomedix, Inc., is a biotechnology company specializing in
developing, producing, licensing, and distributing autologous
cellular therapies, which are therapies using the patient's own
body products. Cytomedix, Inc., offers a proprietary platelet
gel and related product therapies for the treatment of chronic,
non-healing wounds to various health care providers. To create
the proprietary platelet gel product, the patient's own
platelets and other essential blood components for the healing
process are separated through centrifugation and formed into a
gel, AutoloGel(TM), that is topically applied to the patient's
wound under the direction of a physician.

DA CONSULTING: Will Transfer Listing to Nasdaq SmallCap Market
DA Consulting Group Inc. (Nasdaq:DACG), a global consulting firm
specializing in corporate knowledge services, was informed by
The Nasdaq Stock Market Inc. that trading of its shares would be
moved from The Nasdaq National Market to The Nasdaq SmallCap
Market effective with the open of business on July 12, 2002.
Daily trading volume and closing price will continue to be
available on the same basis as previously available from on-line
services, financial newspapers and general circulation

As the market value of the Company's public float (e.g. shares
held by nonaffiliates) has fallen below $5,000,000 and its share
price has fallen below $1.00, which are the minimum public float
and share price required to remain on The Nasdaq National
Market, the Company elected to apply for listing of its common
stock on The Nasdaq SmallCap Market in order to ensure the
continuity of its Nasdaq listing. Continued listing on The
Nasdaq SmallCap Market requires a bid price of at least $1.00
per share for at least 10 days. The Company will have an
exception period lasting through August 13 in which to meet this
requirement. If it does not achieve a bid price of $1.00 by
August 13, it may be eligible for a 180-day extension in which
to meet the minimum bid price requirement if it meets certain
criteria. Although the Company currently meets the criteria to
apply for a 180-day extension, it can make no assurance it will
continue to do so on August 13. Assuming the Company is required
to apply for an extension on August 13, 2002, there is no
guarantee an extension will be granted. If the company obtains
an extension it is impossible to determine if the company will
be able to comply with listing requirements within the 180-day
extension period.

DESA HOLDINGS: Asking for Additional Time to Complete Schedules
DESA Holdings Corporation and its debtor-affiliates ask for more
time from the U.S. Bankruptcy Court for the District of Delaware
to file their schedules of assets and liabilities and statements
of financial affairs.  All debtors are required to file these
comprehensive Schedules and Statements pursuant to 11 U.S.C.
Sec. 521(1) and Rule 1007 of the Federal Rules of Bankruptcy
Procedure.  The Debtors ask for an extension through September
20, 2002.

The Debtors relate that they have approximately 37,000
creditors. The Debtors maintain voluminous books and records and
a complex accounting system.

Additionally, the Debtors have several non-debtor foreign
entities. It will take additional time to clearly identify and
separate which information relates to the Debtors and to the
non-debtor foreign entities.  The Debtors assure the Court that
they are in the process of assembling the information necessary
to complete the Schedules and Statements.

DESA, a leading manufacturer, distributor and marketer of vent-
free heating appliances, outdoor heaters, motion sensor
lighting, wireless doorbells, lawn and garden electrical
products and consumer fastening systems in the United States,
filed for chapter 11 protection on June 8, 2002. Laura Davis
Jones, Esq. at Pachulski, Stang, Ziehl Young & Jones represents
the Debtors in their restructuring efforts.

EDISON INT'L: Exelon Informs Unit of Exercising Purchase Option
Exelon Generation notified Edison International's subsidiary,
Midwest Generation, on July 1, 2002, of Exelon Generation's
exercise of its option to purchase 1,265 megawatts, or MW, of
capacity and energy during 2003 (of a possible total of 3,949 MW
subject to option) from Midwest Generation's coal-fired
generation units in Illinois in accordance with the terms of the
existing power purchase agreement related to these units.  As a
result, 2,684 MW of the capacity of these units will no longer
be subject to the power purchase agreement after January 1,
2003.  Midwest Generation will sell the energy and capacity from
the released units through a combination of bilateral
agreements, forward sales and spot market sales.  The
notification received from Exelon Generation has no effect on
its commitments to purchase capacity from these units for the
balance of 2002.
In a related action, Midwest Generation and Exelon Generation
have agreed to amend the power purchase agreement related to
Midwest Generation's Illinois peaker plants to reinstate within
the terms of that agreement four of the oil peaker units at
Midwest Generation's Fisk Station with a capacity of 160 MW
which through the previous exercise of options by Exelon
Generation had been released from the terms of that agreement.


Midwest Generation is a wholly-owned subsidiary of Edison
Mission Energy, which is a wholly-owned indirect subsidiary of
Edison International.  In December 1999, Midwest Generation
completed a transaction with Commonwealth Edison, now a
subsidiary of Exelon Corporation, to acquire from Commonwealth
Edison its fossil-fuel generating plants located in Illinois.  
In connection with the transaction, Midwest Generation entered
into three power purchase agreements with terms of up to five
years expiring on December 31, 2004, pursuant to which Exelon
Generation (another subsidiary of Exelon Corporation and
successor to Commonwealth Edison under these contracts) has the
obligation to pay for and the right to purchase the capacity of
and power generated by these plants.  One of these agreements
relates to Midwest Generation's coal fired units, which for
agreement purposes are divided into option units and committed
units.  Under this agreement, Exelon Generation has the option,
exercisable not later than 180 days prior to January 1, 2003, to
retain under the terms of the agreement for 2003 the capacity of
the option units (3,949 MW), with any such capacity not retained
being released after January 1, 2003, from the terms of the
agreement.  Exelon Generation has a similar option, exercisable
not later than 180 days prior to January 1, 2004, to retain or
release for 2004 all or a portion of the option units retained
for 2003 (1,265 MW).  It remains committed to purchase 1,696 MW
of capacity from the committed units for 2003 and 2004.

Edison International is a premier international electric power
generator, distributor, and structured finance provider. It is
the parent company of Southern California Edison, Edison Mission
Energy, Edison Capital, Edison O&M Services, and Edison
                            *   *   *

It was reported in the March 12, 2002 issue of the Troubled
Company Reporter that Fitch Ratings has raised Edison
International and Southern California Edison's senior unsecured
debt ratings to 'B' and 'BB-', respectively; the senior
unsecured notes of EIX and SCE were previously rated 'CC'. Fitch
has withdrawn EIX and SCE's commercial paper rating because the
past-due notes have been repaid and no commercial paper remains
outstanding. EIX and SCE's securities have been removed from
Rating Watch Positive.

The new ratings reflect actions taken by the California Public
Utilities Commission (CPUC) to implement its settlement
agreement with EIX/SCE, and the payment of roughly $5.5 billion
of SCE's past due obligations on March 1, 2002. The Utility
Reform Network's challenge to the federal court decision
adopting the settlement agreement between the CPUC, EIX, and SCE
remains pending. Future court action overturning the settlement
agreement on appeal is a relatively improbable outcome, in our
view; nonetheless, the current ratings reflect the potential for
further court review. The Rating Outlook is Positive based on
the more likely view that the settlement agreement will remain
in force, strengthening financial ratios at SCE and, to a lesser
degree, EIX. EIX's very high financial leverage and weak
interest coverage measures continue to overshadow the dramatic
recovery projected for SCE.

ELOT INC: Files Consensual Joint Reorganization Plan in New York
eLOT, Inc., (OTCBB: ELOTE) said that on July 2, 2002, it filed,
with the agreement of the Creditors' Committee, a consensual
joint plan of reorganization for the Company and its wholly
owned subsidiary, eLottery, Inc. The Company and eLottery filed
for reorganization under Chapter 11 of the federal Bankruptcy
Code in the U.S. Bankruptcy Court for the Southern District of
New York on October 15, 2001.

The disclosure statement describing the plan is subject to
approval of the Bankruptcy Court, which will be sought by the
Company and the Creditors' Committee at a hearing scheduled for
July 18, 2002. If approved, the plan and disclosure statement
will be mailed to holders of allowed unsecured claims. The
disclosure statement will contain a summary of creditor claims,
descriptions of the Company's assets and sources of cash,
including proposed secured financing by certain major creditors,
explanations of which entities are entitled to vote on the plan
and the voting procedures.

The plan of reorganization provides for the cancellation of the
Company's existing common stock, warrants and options, the
conversion of the Company's long term debt to equity and the
recapitalization of the Company with a new class of common stock
and warrants to purchase the New Common Stock for $1.00 per
share for a three-year term. Under the plan, the Company will
issue 10,000,000 shares of New Common Stock and 3,000,000
Warrants exercisable into additional shares of New Common Stock.
The holders of the allowed unsecured claims (which includes all
trade payables, short and long term debt) will receive their pro
rata share of 9,250,000 shares of the New Common Stock and
Warrants exercisable for 1,800,000 additional shares of New
Common Stock (subject to a reserve for disputed claims as
described in the plan). The existing shareholders (as of the
record date for the distribution) will receive their pro rata
share of 750,000 shares of the New Common Stock and Warrants
exercisable for 1,200,000 additional shares of New Common Stock.

In the view of the Creditors Committee and the Company, the
value of the Company's assets can be best maximized by
minimizing the costs of the reorganized Company's operations
while at the same time managing the assets so that they can be
sold or leveraged to pursue prudent business opportunities that
would enhance the value of the New Common Stock and Warrants.
Both the Creditors' Committee and the Company believe that
through the plan, holders of allowed claims and existing
shareholders will obtain a substantially greater recovery than
the recovery that they would receive if the assets of the
Debtors were liquidated under Chapter 7 of the Bankruptcy Code
and that the plan will afford the Debtors the opportunity and
ability to continue in business until such time as the value of
certain assets of the Debtors (including the patents discussed
below and other investments) can be maximized.

Copies of the filed plan and disclosure statement are publicly
available for inspection at United States Bankruptcy Court
Southern District of New York or through the Court's Web site:
http://www.nysb.uscourts.govand the summary provided herein is  
qualified by reference to the filed documents.

eLOT, Inc. also has received another U.S. patent (No. 6,383,078)
for a system facilitating on-line lottery games over the
Internet that includes an agent server for storing criteria
required for playing the lottery games, for verifying
information received from the service provider server with the
criteria, and for providing lottery games to terminals. The
agent server receives caller ID information associated with
location of the player and verifies the caller ID information
with the criteria setting forth requirements for playing the
games. This patent is in addition to the U.S. Patent received in
late 2001 (No. 6,322,446) for its system that facilitates
Internet sales of state lottery tickets with a screening and a
verification function on the Internet.

eLOT, Inc., is an application service provider of Internet
marketing and e-commerce technology for lotteries and holds two
issued U.S. patents and several pending patent applications
covering internet lottery technology. The Company also owns
approximately 39% (on a fully diluted basis) of the common stock
of Digital Communications Corporation, a privately held
interactive call processing company based in Franklin,
Tennessee, as well as other investments.

ENRON CORP: WestLB Seeks Judgment Regarding $16MM Quachita Funds
Westdeutsche Landesbank Girozentrale files its second adversary
complaint against Enron Corporation.  This time, WestLB is
seeking a judgment:

   (i) imposing a constructive trust in favor of WestLB on
       $16,146,750 of the Quachita Project Funds;

  (ii) directing Enron to deliver $16,146,750 of the Quachita
       Project Funds, plus interest and costs, to WestLB free
       and clear of claims, liens and encumbrances;

(iii) requiring Enron to provide WestLB with a full and
       complete accounting of the Quachita Project Funds; and

  (iv) enjoining Enron from dissipating the Quachita Project

Christopher Paparella, Esq., at Nixon Peabody LLP, in New York,
relates that Enron obtained the Quachita Project Funds from its
subsidiaries, National Energy Production Corporation and NEPCO
Power Procurement Company prior to the Petition Date.  NEPCO and
NEPCO Power are in the business of engineering and constructing
power plants.

Mr. Paparella recounts that around June 1999, NEPCO and NEPCO
Power entered into a contract with Quachita, under which NEPCO
and NEPCO Power agreed to engineer, procure and construct the
Quachita Project.  The total contract price payable by Quachita
to NEPCO and NEPCO Power under the EPC Contract was
approximately $500,000,000.

According to Mr. Paparella, WestLB and Enron are parties to a
Master Letter of Credit and Reimbursement Agreement dated July
13, 2000.  On behalf of NEPCO and NEPCO Power, Enron requested
pursuant to the Master Letter of Credit Agreement that WestLB
establish a standby letter of credit in the amount of
$16,146,750 in favor of Quachita.

Pursuant to the Master Letter of Credit Agreement and Enron's
request, Mr. Paparella says, WestLB established Irrevocable
Standby Letter of Credit No. 22703100725WLB, dated August 4,
2000.  The Letter of Credit named Quachita as Beneficiary and
Enron Corp., on behalf of NEPCO and NEPCO Power, as Applicant.
The Letter of Credit was to expire on August 4, 2002.

"The Letter of Credit provided that Quachita was permitted to
draw down upon its presentation to WestLB of a sight draft and
certificate that either NEPCO or NEPCO Power had failed to
fulfill any or all of the conditions of the EPC Contract," Mr.
Paparella explains.

Mr. Paparella relates that Quachita made a number of milestone
payments to NEPCO and NEPCO Power under the EPC Contract, which
collectively totaled millions of dollars.  The Quachita Project
Funds included:

   (1) amounts due to NEPCO's and NEPCO Power's subcontractors
       and suppliers for work and material supplied by them on
       the Quachita Project, and

   (2) amounts due to NEPCO and NEPCO Power to fund their own
       costs for work performed by them on the project.

However, Mr. Paparella notes, the Quachita Project Funds were
not used by NEPCO and NEPCO Power to pay the subcontractors and
suppliers and their own costs.  Rather, Mr. Paparella informs
Judge Gonzalez, the Quachita Project Funds were immediately
transferred to Enron Corp.

"Enron failed to use the Quachita Project Funds to pay amounts
due to NEPCO's and NEPCO Power's subcontractors and suppliers on
the Quachita power plant project," Mr. Paparella says.  In
addition, Mr. Paparella continues, Enron also failed to return
to NEPCO and NEPCO power those portions of the Quachita Project
Funds which represented amounts needed by them to fund their own
costs for work on the project. Instead, Mr. Paparella tells the
Court that Enron retained the Quachita Project Funds for itself.

As a result, NEPCO and NEPCO Power defaulted under the EPC

On May 23, 2002, Mr. Paparella recounts, Quachita demanded
payment of $16,146,750 under the Letter of Credit.  A week
later, WestLB paid Quachita $16,146,750 under the Letter of

Mr. Paparella reports that Quachita used these funds to replace
the absconded Quachita Project Funds and pay amounts owed to
NEPCO's and NEPCO Power's subcontractors and suppliers on the
Quachita Project and amounts needed to pay for NEPCO's and NEPCO
Power's own costs for work performed and to be performed by them
on the project.  "These amounts replaced the Quachita Project
Funds that had previously been included in payments made by
Quachita to NEPCO and NEPCO Power, but which had been wrongfully
taken and retained by Enron," Mr. Paparella says.

Thus, Mr. Paparella asserts that to the extent of its payment
under the Letter of Credit, WestLB is subrogated to the rights
of Quachita, NEPCO and NEPCO Power, and NEPCO's and NEPCO
Power's subcontractors and suppliers.  Accordingly, WestLB
insists that Enron should turnover $16,146,750 of the Quachita
Project Funds to them free and clear of all claims, liens and

Mr. Paparella argues that it would be inequitable and unjust to
permit Enron to retain the Quachita Project funds, which are not
part of its bankruptcy estate.  Mr. Paparella fears that WestLB
will suffer irreparable harm if Enron is not enjoined from
dissipating the Quachita Project Funds.  WestLB is unsure if
Enron has sufficient means to turnover the Quachita Project
Funds. (Enron Bankruptcy News, Issue No. 35; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Enron Corp.'s 7.375% bonds due 2019
(ENRN19USR1) are quoted between 11.5 and 12.5. See
for more real-time bond pricing.

ENRON CORP: Chapter 11 Attorneys' Fees Reach $67 Million Mark
Total fees in applications for compensation filed by attorneys
working on Enron Corporation's and its debtor-affiliates'
bankruptcy cases have reached $67,000,000, according to
Bloomberg News.

At the top of the list is Enron's general bankruptcy counsel,
Weil, Gotshal & Manges LLP with $23,800,000 plus $2,250,000 in
expenses.  On second place is the controversial Milbank, Tweed,
Hadley & McCloy, which represents the Creditors' Committee, with
$8,230,000 in fees.

Accounting firms, PricewaterhouseCoopers LLP and Ernst & Young
LLP are asking for $3,750,000 and $2,070,000, respectively.

Other law firms submitting multi-million dollar bills are:
Houston-based Andrews & Kurth with $8,220,000; New York-based
Skadden, Arps, Slate, Meagher & Flom with $7,770,000; Washington
DC-based Wilmer, Cutler & Pickering with $3,800,000; New York-
based LeBoeuf, Lamb, Green & MacRae with $4,440,000; Washington
DC-based Swidler Berlin Shereff Friedman with $2,700,00; New
York-based Togut, Segal & Segal with $2,090,000; Cleveland-based
Squire, Sanders & Dempsey with $2,100,000; and New York-based
Cadwalader, Wickersham & Taft with $1,560,000.

These compensation applications will have to undergo the
scrutiny of the Fee Review Committee before it reaches Judge
Gonzalez's table for approval. (Enron Bankruptcy News, Issue No.
35; Bankruptcy Creditors' Service, Inc., 609/392-0900)

EXODUS COMMS: AT&T Solutions Demands $2.7 Million for Services
AT&T Solutions Inc. demands that Exodus Communications, Inc.  
and its debtor-affiliates pay it $2,701,560 as an administrative
expense claim.  The amount represents fees for network device
management services provided by AT&T Solutions to the Debtors
for the months of April to June 2002 pursuant to an agreement.

William D. Sullivan, Esq., at Elzufon Austin Reardon Tarlov &
Mondell PA in Wilmington, Delaware, contends that the amount
sought by AT&T Solutions should be treated as an administrative
expense.  The services were supplied to the Debtors at post-
petition and were essential to and benefited the Debtors'
estates in that they allowed the Debtors to operate at post-
petition and to market their assets as a going concern. (Exodus
Bankruptcy News, Issue No. 21; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

FLAG TELECOM: Unsecured Panel Retains Akin Gump as Counsel
The Official Committee of Unsecured Creditors sought and
obtained Court approval to retain as counsel Akin Gump Strauss
Hauer & Feld LLP effective May 3, 2002 in the Chapter 11 cases
of FLAG Telecom Holdings Limited and its debtor-affiliates.

The committee is composed of Alcatel Submarine Networks, Lucent
Technologies Inc., HSBC Bank USA, The Bank of New York, Cerberus
Capital Management LP, Elliott Management Corp, Varde Partners
Inc., PPM America Inc., and Pacific Investment Management
Company LLC (also known as PIMCO).  James Schaeffer of PPM
America, Martin Healey of Lucent Technologies and Gerard F.
Facendola of BNY co-chair the Committee.

Akin Gump represented the informal committee of FLAG Ltd.
noteholders in debt-restructuring talks that began in April
2002.  The informal committee dissolved after the official
committee was formed on May 3, 2002.  Two members of the
informal committee also serve on the official committee.

The informal committee owed Akin Gump $60,000 for its services.

The officials committee will turn to Akin Gump for services,
such as:

   (a) advise the committee with respect to its rights, duties
       and powers in the Chapter 11 cases;

   (b) assist and advise the committee in its consultations with
       the Debtors relative to the administration of the cases;

   (c) assist the committee in analyzing the claims of the
       Debtors' creditors and the Debtors' capital structure and
       in negotiating with holders of claims and equity

   (d) assist the committee in its investigation of the acts,
       conduct, assets, liabilities and financial condition of
       the Debtors and of the operation of the Debtors'

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

   (f) assist and advise the committee as to its communications
       to the general creditor body regarding significant
       matters in the cases;

   (g) represent the committee at all hearings and other

   (h) review and analyze applications, orders, statements of
       operations and schedules filed with the Court and advise
       the committee as to their propriety;

   (i) assist the committee in preparing pleadings and
       applications as may be necessary in furtherance of the
       committee's interests and objectives; and

   (j) perform such other legal services as may be required or
       are otherwise deemed to be in the interests of the
       Committee in accordance with the committee's powers and
       duties as set forth in the Bankruptcy Code, Bankruptcy
       Rules or other applicable law.

The current hourly rates for Akin Gump professionals with
primary responsibility for the Debtors' cases are:

Professional                                      Compensation
------------                                      ------------
Michael S. Stamer (Financial Restructuring Partner) $550/hour
David P. Simonds (Financial Restructuring Counsel)  $375/hour
Allan Hill (Financial Restructuring Associate)      $245/hour

Akin Gump intends to apply for compensation for services
rendered to the informal committee from April 12, 2002 to May 2,
2002. The services included reviewing and analyzing the Debtors'
first-day motions, including the Debtors' motions to obtain a
debtor-in-possession financing, appearing at hearings and
participating in negotiations with parties in interest. (Flag
Telecom Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

FRUIT OF THE LOOM: Trust Pursuing Prepetition Fund Transfers
FOL Liquidating Trust asks Judge Walsh for permission to pursue
the recovery of funds that were transferred prepetition from
Fruit of the Loom to:

     Defendant                     Payment Amount
     -------------                 --------------
     Kevin Burke                      $108,920
     United Parcel Service            $967,366
     The Reserves Network              $80,715
     International Pallet & Supply     $53,565
     Steven T. Beneventine            $110,103

Kate Stickles, Esq., at Milbank, Tweed, Hadley & McCloy, states
that pursuant to the Plan, the Trust was given authority to
bring adversary proceedings including avoidance actions.  During
the 90 days preceding the Petition Date, Fruit of the Loom, Inc.
made transfers to the Defendant in the amounts listed.

Ms. Stickles claims that in the instances given, all necessary
criteria under Sections 547(b) and 550 of title 11 of the United
States Code, 11 U.S.C. Section 101-1330, are met.  The Transfers
were transfers to or for the benefit of the Defendant.  The
Transfers were transfers for or on account of antecedent debt
owed by Fruit of the Loom, Inc. before such transfers were made.  
The Transfers were made while the estates of the Debtors,
including, but not limited to, Fruit of the Loom, Inc.,
were insolvent. The Transfers were made on or within 90 days
before the Petition Date.  The Transfers enabled the Defendant
to receive more than the Defendant would receive if (i) the
Debtors' cases, including, but not limited to, Fruit of the
Loom, Inc.'s, were cases under Chapter 7 of the Bankruptcy Code,
(ii) the Transfers had not been made, and (iii) the Defendant
received payment of the debt to the extent provided by the
provisions of the Bankruptcy Code. The Transfers are avoidable
preferential transfers pursuant to section 547(b) of the
Bankruptcy Code and the Trust may recover the value of the
Transfers pursuant to an order of this Court and section 550 of
the Bankruptcy Code.

The Trust requests that the Court enter judgment avoiding each
of the Transfers listed and decreeing that the Trust have and
recover from the Defendant, and the Defendant pay to the Trust,
the full amounts, with lawful pre- and post-judgment interest
and costs of suit, including costs and reasonable attorneys'
fees incurred in connection with the investigation and
prosecution of this action. (Fruit of the Loom Bankruptcy News,
Issue No. 57; Bankruptcy Creditors' Service, Inc., 609/392-0900)   

GEOGRAPHICS: Fails to Beat Annual Form 10-K Filing Deadline
Geographics Inc. is delaying the filing of its Annual Report on
Form 10-K because the auditors have not yet completed their
audit.  Once completed, as a result of the closing of the
manufacturing facility of Geographics, Inc. in Blaine,
Washington and the relocation of the Company's headquarters from
Blaine, Washington to Waukesha, Wisconsin, the Company
anticipates that the following significant changes in the
results of operations will be reflected by the earnings
statements to be included in the Annual Report on Form 10-K for
the year ended March 31, 2002 that is the subject of the late

     -    Plant closure expenses of approximately $200,000.

     -    Asset revaluation expense due to closure of the Blaine
          facility of approximately $4,469,000.

     -    Write-off of goodwill and other intangible assets of
          approximately $2,124,000.

Geographics is a manufacturer of designer stationery, paper,
envelopes, brochures, business cards and more. Geographics
products are available throughout the U.S., Canada, Australia
and Europe.

Geographics, as of December 31, 2001, reported a working capital
deficiency of about $4 million.

GLOBAL CROSSING: Hires Huron Consulting as Financial Advisor
Global Crossing Ltd. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
approval to employ and retain Huron Consulting Group LLC to
provide financial and bankruptcy consulting services formerly
provided by Arthur Andersen LLP.

According to Mitchell C. Sussis, Esq., the Debtors' Corporate
Secretary, Huron is a newly formed professional services firm
specializing in providing consulting services to troubled
companies and creditors' committees.  The current members of
Huron team working in this engagement have previously performed
the same type of work for the Debtors while employed at
Andersen. The Debtors are familiar with the professional
standing and reputation of Huron.  Huron's professionals have a
wealth of experience in providing various services and enjoy an
excellent reputation for services they have rendered in complex
bankruptcy matters throughout the United States.

Mr. Sussis relates that the Debtors engaged Huron effective May
13, 2002, subject to Court approval.  However, the Huron
professionals assigned to this case have rendered services for
the Debtors since prior to the Commencement Date while they were
employed by or associated with at Andersen.  Since that time,
these professionals have acquired a great deal of institutional
knowledge regarding the Debtors' practices, records, and
operations, which will be valuable to the Debtors.

Mr. Sussis believes that the services of Huron are necessary to
enable the Debtors to maximize the value of their estates.
Further, Huron is well qualified and able to represent the
Debtors in a cost-effective, efficient, and timely manner.   
Huron will provide the financial and bankruptcy consulting
services previously provided to the Debtors by Andersen,

A. assist in preparing financial disclosures required by the
   Court, including the monthly operating reports, the
   completion and updating of the schedules of assets and
   liabilities, and the statement of financial affairs;

B. assist the Debtors and other financial professionals retained
   by the Debtors with the preparation and updating of its
   business plan;

C. assist the Debtors by analyzing operations and identifying
   areas of potential cost savings and operating efficiencies;

D. assist in the coordination of responses to creditor
   information requests and interface with creditors and their
   financial advisors;

E. assist Debtors' legal counsel, to the extent necessary, with
   the analysis, development, and revision of the Debtors' plan
   or plans of reorganization;

F. attend meetings and assist in discussions with the creditors'
   committee, the U.S. Trustee, and other interested parties;

G. consult with the Debtors' management on other business
   matters relating to its Chapter 11 reorganization efforts;

H. any other services as the Debtors or its counsel and Huron
   may mutually deem necessary.

The customary hourly rates, subject to periodic adjustments,
charged by Huron's personnel to be assigned to this case are:

      Directors/Managers       $300 - $550
      Associates               $250 - $375
      Analysts                 $125 - $250

James M. Lukenda, the Huron's Director, assures the Court that
the Firm has no connection with the Debtors, their creditors or
other parties in interest in this case.  The firm does not hold
any interest adverse to the Debtors' estates, and is a
"disinterested person" as defined within Section 101(14) of the
Bankruptcy Code.  However, Huron has provided a number of
parties various financial advisory services in matters unrelated
to these cases.  These parties of interest include: 360networks
inc., Allstate Insurance Company, AT&T, CIBC, Goldman Sachs, JP
Morgan/Chase. (Global Crossing Bankruptcy News, Issue No. 15;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

KAISER ALUMINUM: Gets Nod to Tap Yantek as Contract Consultants
Kaiser Aluminum Corporation and its debtor-affiliates ask and
obtained the Court's permission to allow them to retain and
employ Yantek Consulting Group, Inc. as Contract Consultants for
their executory contract and unexpired leases in the Chapter 11

The Debtors and Yantek have previously structured a consulting
agreement on April 6, 2002.  In the agreement, Yantek would
perform, among others, these services:

a. the designing and maintaining of an executory contract

b. the education of operational parties of Kasier Aluminum

c. the collection of the data;

d. assistance with the assumption or rejection of priority

e. the linking of scheduled and claimed items to specific
   executory contracts;

f. the reconciliation of cure payments and the sending of cure

g. the reconciliation of cure objections and rejection damage
   claim objections;

h. the negotiation of settlements with various creditors
   relating to executory contracts and leases;

i. the analysis and re-characterization of lease agreements;

j. estimation of payments under plan of reorganization; and,

k. other further services as the Debtors may request in the
   Chapter 11 cases.

Pursuant to the terms and conditions of the Consulting Agreement
and subject to the approval of the Court, Yantek will be
recompensed at an hourly basis for its professional services
plus reimbursement of actual and necessary out-of-pocket
expenses. According to Mr. Leathem, Frank Yantek, President of
Yantek Consulting, bills $190 an hour for his services while all
other professionals employed by Yantek charge a maximum of $175
per hour for their services. (Kaiser Bankruptcy News, Issue No.
11; Bankruptcy Creditors' Service, Inc., 609/392-0900)   

KMART CORP: Salton Inc. Wants to Terminate Distribution Pacts
Salton Inc. is a manufacturer and supplier of certain household
goods to Kmart, including items bearing the trademark "White-

Salton has the exclusive right and license within the United
States to use the trademark "White-Westinghouse" in connection
with the design, manufacture, advertising, sale and promotion of
various products, including certain kitchen houseware products,
personal care products, and electrical appliances.  White
Consolidated Industries Inc. granted this right to Salton under
a license agreement.

Early in 1997, Dennis E. Quaid, Esq., at FagelHaber LLC, in
Chicago, Illinois, relates, Salton and Kmart Corporation signed
a Purchase, Distribution and Marketing Agreement wherein Salton
agreed to grant Kmart certain exclusive rights to purchase,
distribute and sell certain products bearing the Trademark.

Mr. Quaid notes that the White-Westinghouse Products covered by
the Agreement fall into four categories:

   (a) Kitchen Housewares;
   (b) Personal Care;
   (c) Heaters and Fans; and
   (d) Electric Air Cleaners and Humidifiers.

The Kitchen Housewares category includes products like can
openers, mixers, food processors, and electronic knives.

Mr. Quaid tells the Court that Kmart is required to buy a
minimum annual amount of White-Westinghouse Products in each of
the four separate product categories.  Kmart can either buy the
products from Salton directly or from a third-party
manufacturer.  If Kmart fails to meet the Minimum Required
Purchases, then Kmart must pay Salton an amount equal to the
minimum product orders in the category less the Actual Order
Amount in the category, multiplied by 5%.

If Kmart buys the White-Westinghouse Products from third-party
manufacturer, Kmart must pay Salton 5% of a portion of the
purchase price paid by Kmart to the third-party manufacturers of
the products.  Furthermore, Mr. Quaid says, Kmart must obtain
approval from Salton before the initial order of a new product
and must issue sales reports to Salton for purchases from third-
party manufacturers.

The Purchase, Distribution and Marketing Agreement will expire
on June 30, 2004.

Mr. Quaid reports that Kmart has fallen grossly short of the
Minimum Required Purchases of White-Westinghouse Products in
each of the four product categories for the period of July 2001
through June 2002.  Specifically, Mr. Quaid says, Kmart has not
reported purchases of any products falling into the three

   (1) Personal Care,
   (2) Fans and Heaters, and
   (3) Air Cleaners and Humidifiers.

Under the Appliances and Housewares category, Mr. Quaid relates
that Kmart has purchased $7,039,706 of White-Westinghouse
Products from Salton and $25,078,221 from third-party
manufacturers.  These purchases combined, Mr. Quaid notes, it
falls short of the $56,200,000 Minimum Required Purchases under
the Appliances and Housewares category.

Because of Kmart's default, Salton wants to terminate the
Agreement.   Accordingly, Salton asks the Court to lift the
automatic stay to permit it to send a notice of termination to

Mr. Quaid asserts that cause exists to lift the automatic stay

   (a) Kmart has not and will not perform under the Agreement.
       Shortfalls under the Agreement reach $66,000,000.  Thus,
       Kmart currently owes Salton the sum of $3,300,000 in
       Shortfall Fees.  This default is sufficient reason to
       lift the automatic stay.  Kmart has turned a deaf ear to
       Salton's repeated demands for a reconciliation of the
       Shortfall Fees;

   (b) Salton has a contractual right to terminate the Agreement
       effective June 30, 2003;

   (c) The Agreement contemplates a financial accommodation by
       Salton to Kmart.  Salton should not be forced into a
       position of financing Kmart's operations, particularly:

       (1) when Kmart is in default of the Agreement,

       (2) when Kmart is providing inaccurate and incomplete
           information to Salton regarding its purchases of
           White-Westinghouse Products from third-party
           manufacturers, and

       (3) when Salton has bargained for the right to rid itself
           of any purported liability of Kmart's conduct.

In the alternative, Salton asks the Court to render the
provisions of Section 7.1.2 of the Agreement inoperable, so that
Kmart will be prohibited from taking any action to impose any
liability upon Salton for its debts to third parties.  Kmart
should also provide an accounting to Salton of all purchases
made of White-Westinghouse Products from third parties for the
period January 27, 1997 up to the present, Mr. Quaid adds.

Nevertheless, Salton contends it can terminate the Agreement
without cause.  Section 10.5 of the Agreement provides that:

   "Salton shall have the right to terminate this Agreement
   without cause in its sole discretion effective June 30,
   2003 and on each June 30 thereafter during the term of
   this Agreement by giving at least 12 months prior written
   notice to Kmart of its desire to terminate the Agreement."
(Kmart Bankruptcy News, Issue No. 27; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   

KMART CORP: Former Employee Class Wants Settlement Pact Payments
David M. Hammer, Esq., and Robert J. Schiavoni, Esq., are the
Trustees of the Remsberg v. Kmart Qualified Settlement Fund.

Jill A. Abrams, Esq., at Much Shelist Freed Denenberg Ament &
Rubenstein PC, in Chicago, Illinois, relates that a statewide
class of former employees sued Kmart in the Circuit Court of
Berkeley County in West Virginia in October 1994.  The workers,
who had been separated from Kmart within five years of October
25, 1994, sought to recover damages they suffered as a result of
Kmart's violation of West Virginia's Wage Payment and Collection
Act.  The Circuit Court granted a summary judgment in favor of
Kmart but the Supreme Court of West Virginia overturned this
decision.  On June 9, 1999, the Supreme Court entered a judgment
in favor of the class action plaintiffs and remanded the case
for proceedings consistent with its opinion.  The next year, the
Circuit Court entered an order requiring:

   (a) class counsel to correct certain arithmetic errors in the
       calculation of liquidated damages,

   (b) Kmart to transfer the amount owed through October 29,
       2000 to class counsel or in the alternative post a bond.

However, this Circuit Court order was stayed when Kmart posted a
$6,014,683 Appeal Bond with Liberty Mutual Insurance Company, as
surety.  It was all for naught because the West Virginia Supreme
Court of Appeals denied Kmart's petition for appeal anyway.  Due
to the denial, Kmart and the class counsel agreed that Kmart
would transfer funds to class counsel representing the amount
known to be owed by Kmart through November 18, 2001.
Accordingly, the Circuit Court entered an order:

   (a) approving Second Report of Class Counsel;
   (b) requiring transfer of funds by November 18, 2001; and
   (c) commencing Phase 3 Distribution.

Ms. Abrams tells the Court that a Qualified Settlement Fund was
created in November 2001 by the deposit of the judgment proceeds
into an account administered by SSI Inc. at Capital City Bank
located in Tallahassee, Florida.  Kmart deposited $6,605,828 on
November 20, 2001 and $217,358 on December 5, 2001 into the
Qualified Settlement Fund account.

According to Ms. Abrams, a Phase 3 Judgment Administration Order
was entered by the Circuit Court on January 22, 2002.  It
governs the administration of the distribution of funds to class
members. SSI Inc. resigned as Trustee and was substituted by Mr.
Hammer and Mr. Schiavoni.

Ms. Abrams asserts that the automatic stay should be lifted to
permit the Trustees to distribute the funds in the Qualified
Settlement Fund to class members.  Ms. Abrams insists that the
distribution will not will not prejudice the Debtors.
Furthermore, Ms. Abrams notes, the class members have been
waiting for seven years to recover their damages.  Moreover, Ms.
Abrams adds, the Trustees have clearly demonstrated success on
the merits.  The Trustees also contend that Kmart does not have
an equity interest in the funds on deposit.  Thus, the Trustees
ask Judge Sonderby to grant them relief from the automatic stay.
(Kmart Bankruptcy News, Issue No. 27; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

LOG ON AMERICA: Case Summary & 20 Largest Unsecured Creditors
Debtor: Log On America, Inc.
        One Cookson Place, 6th Floor
        Providence, RI 02903                    

Bankruptcy Case No.: 02-12022

Type of Business: Log On America is an internet service
                  provider for both commercial and residential
                  customers including high-speed access.

Chapter 11 Petition Date: July 12, 2002

Court: District of Delaware

Debtor's Counsel: Thomas G. Macauley, Esq.
                  Zuckerman Spaeder, LLP
                  One Commerce center
                  1201 Orange Street
                  Wilmington, Delaware 19899-1028        
                  (302) 427-0400

Total Assets: $5,314,681

Total Debts: $16,002,874

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Promethean Asset            Settlement of           $4,852,775
Management, LLC             Shareholder Dispute
750 Lexington Avenue,
22nd Floor
New York, NY 10022

Fisher Capital, Ltd.       Settlement of            $2,501,387  
c/o Citadel Investment      Shareholder Dispute               
Group, LLC
225 West Washington Street
Chicago, IL 60606

Wingate Capital, Ltd.      Settlement of            $2,501,387
c/o Citadel Investment      Shareholder Dispute
Group, LLC
225 West Washington Street
Chicago, IL 60606

Verizon                    Utilities                $2,289,183
125 High Street
Boston, MA 02110

MCI Worldcom Communications Utilities               $1,621,544    
P.O. Box 790351
Saint Louis, MO 63179

Verizon                    Utilities                $1,026,112
185 Fanklin Street
Boston, MA 02110

Scharzfeld, Ganfer & Shore   Legal Fees               $491,316
360 Lexington Avenue
New York, NY 10017

State of Rhode Island - Div. Property Taxes           $260,604
of Taxation
One Capital Hill
Providence, RI 02908

Internal Revenue Service    Taxes                     $211,632

Network Appliance, Inc.     Equipment Lease           $213,662

Global Crossing Telecom     Trade                     $196,459

Verizon                    Utilities                  $147,564

AON Risk Services, Inc.    Insurance                  $150,000

Ernst & Young, LLP         Accounting Fees            $138,808

Cable & Wireless, USA      Trade                       $77,080

Silverman, Collura & Chernis Legal Fees                $69,357  

Charles Cleary             Salary & Bonus              $60,000

Dunn & Bradstreet          Marketing                   $64,619

Worldnet                    Utilities                  $57,542

Blue Cross Blue Shield     Insurance                   $59,686
of RI

MEMC ELECTRONIC: Shareholders Okay Restructuring Pact with TPG
MEMC Electronic Materials, Inc. (NYSE: WFR) announced that its
stockholders have approved all matters voted upon at the
Company's special meeting of stockholders. The meeting was held
on July 10, 2002, pursuant to the restructuring agreement
between the Company and the investor group led by Texas Pacific
Group (TPG).

The Company also announced that TPG has exercised its right to
convert all of the 260,000 shares of Series A Cumulative
Convertible Preferred Stock and the related accumulated but
unpaid preferred dividends into MEMC common stock. Following the
conversion, MEMC's common shares outstanding increased to
approximately 195.5 million shares and TPG's ownership of MEMC's
common shares increased to approximately 175.0 million shares,
or 90%. As of June 30, 2002, the Company had approximately 70.5
million common shares outstanding.

MEMC will release its second quarter 2002 results on Monday,
July 29, 2002 at the close of market, followed by a conference
call with the management of MEMC at 5:30PM EDT to discuss the
Company's operating performance for the second quarter ended
June 30, 2002.

The conference call will be available via the Internet by
accessing the Company's Web address at  
Please go to the Web site at least fifteen minutes prior to the
call to register, download and install any necessary audio

MEMC is a leading worldwide producer of silicon wafers for the
semiconductor industry. Silicon wafers are the fundamental
building block from which almost all semiconductor devices are
manufactured, such as are used in computers, mobile electronic
devices, automobiles, and other consumer and industrial
products. Headquartered in St. Peters, MO, MEMC operates
manufacturing facilities directly in every major semiconductor
manufacturing region throughout the world, including Europe,
Japan, Malaysia, South Korea, Taiwan and the United States and
through a joint venture in Taiwan.

METROLOGIC INSTRUMENTS: Executes Amended Credit Pact with Banks
Metrologic Instruments, Inc. (NASDAQ: MTLG), a leading
manufacturer of sophisticated imaging systems using laser,
holographic, camera and vision-based technologies, high-speed
automated data capture solutions and bar code scanners executed
an Amended and Restated Credit Agreement with its banks.

In connection with the Agreement, the banks have waived all
existing defaults and have withdrawn the notice of default.
Additionally, the term of the Agreement is through May 31, 2003.
As a result of the execution of the Agreement, Metrologic
expects to file an amended Annual Report on Form 10-K for the
year ended December 31, 2001 with the Securities and Exchange
Commission, which should include an unqualified opinion from its
independent auditors and a reclassification of a portion of bank
debt from short-term to long-term liabilities.

Commenting on the signing of the agreement, C. Harry Knowles,
Chairman and CEO stated, "I am pleased that this process is
finally behind us so that we can get back to business as usual.
I am grateful to Metrologic's Board of Directors, advisors,
investors, employees, customers and vendors who stood by
Metrologic during the bank negotiations. This was not a
financial health issue, but instead involved extended
negotiations with our banks concerning the terms of the
Agreement. The Agreement waives all existing defaults and allows
for a reclassification of a portion of short-term to long-term
liabilities. Taking into account the payments provided for in
the Agreement, Metrologic's net bank debt balance today will be
approximately $17.9 million, compared with $29.4 million at
December 31, 2001, an $11.5 million decrease. I remain committed
to continued strong cost controls and strict working capital
procedures, which should provide for continued positive cash
flow from operations, improvements in operating profit and
continued reductions in bank debt."

Metrologic designs, manufactures and markets bar code scanning
and high-speed automated data capture systems solutions using
laser, holographic, camera and vision-based technologies.
Metrologic offers expertise in 1D and 2D bar code reading,
portable data collection, optical character recognition, image
lift, and parcel dimensioning and singulation detection for
customers in retail, commercial, manufacturing, transportation
and logistics, and postal and parcel delivery industries. In
addition to its extensive line of bar code scanning and vision
system equipment, the company also provides laser beam delivery
and control systems to semi-conductor and fiber optic
manufacturers, as well as a variety of highly sophisticated
optical systems. Metrologic products are sold in more than 100
countries worldwide through Metrologic's sales, service and
distribution offices located in North and South America, Europe
and Asia.

MIRAVANT MEDICAL: Commences OTCBB Trading Effective July 12
Miravant Medical Technologies (OTCBB:MRVT), a pharmaceutical
development company specializing in PhotoPoint(TM) photodynamic
therapy, announced that its common stock began trading on the
OTC bulletin board (OTCBB), effective as of the opening of
business on July 12, 2002. The OTCBB is a regulated quotation
service that displays real-time quotes, last-sale prices and
volume information in over-the-counter equity securities. OTCBB
securities are traded by a community of market makers that enter
quotes and trade reports. The company's common stock will trade
under the ticker symbol MRVT and can be viewed at  

Miravant's move to the OTCBB is effective with its delisting
from the Nasdaq National Market as of the opening of business on
July 12, 2002.

Gary S. Kledzik, Ph.D., chairman and chief executive officer,
stated, "The move to the OTCBB resulted from a significant
decline in the company's market capitalization in January this
year, after phase III clinical results were announced for our
most advanced drug, SnET2, and reflects the volatility of the
biotechnology industry. I believe that Miravant is extremely
undervalued given our technological capabilities and pipeline of
new drugs in clinical and preclinical development for serious

Dr. Kledzik added, "While we are disappointed with this
development, we believe that the OTCBB can provide a viable
market for investors in Miravant common stock. Our executive
management will continue to address our financial issues by
controlling costs and making every effort to raise additional
capital and solidify potential corporate partnerships in support
of our PhotoPoint disease programs. In addition, we intend to
make every effort to regain our listing status on the Nasdaq
National Market."

Miravant Medical Technologies is a specialty pharmaceutical
company focused on PhotoPoint(TM) Photodynamic Therapy (PDT), a
family of medical procedures based on drugs that are activated
by light. The company is committed to the discovery and
development of proprietary photoselective drugs and innovative
light devices for licensing to global pharmaceutical and medical
device companies. Miravant is developing PhotoPoint PDT for
serious diseases in ophthalmology, dermatology, cardiovascular
disease and oncology.

For more information, please visit our Web site at

NAPSTER INC: U.S. Trustee Names Unsecured Creditors' Committee
The United States Trustee for Region III appointed five
creditors to serve on the Official Committee of Unsecured
Creditors in the chapter 11 cases involving Napster, Inc. and
its debtor-affiliates:

     1. Association of Independent Music
        Attn: Helen Smith
        AIM Lamb House, Church Street
        Chiswick, London, W42PD, United Kingdom
        Phone: (+44)(0) 20-8994-5599
         Fax: (+44)(0) 20-8994-5222;

     2. Boies, Schiller & Flexner, LLP
        Attn: Karen Dyer
        255 South Orange Avenue, Suite 905
        Orlando, FL, 32801
        Phone: (407) 425-7118
        Fax: (407) 425-7047;

     3. edel Music AG
        Attn: Michael Baur, CEO
        Neumuhlen 17, 22763, Hamburg, Germany
        c/o: Greenberg Traurig
             Attn: Scott D. Cousins, Esquire
             1000 West Street, Wilmington, DE 19801
             Phone: (302) 661-7000
             Fax: (302) 661-7360;

     4. AboveNet Communications, Inc.
        Attn: Traci Bone
        360 Hamilton Avenue, White Plains, NY 10601
        Phone: (510) 525-6020
        Fax: (914) 421-6793;

     5. Integrated Archive Systems, Inc.
        Attn: Anna Borden
        1121 N. San Antonio Road
        Suite D-100 Palo Alto, CA, 94303
        Phone: (925) 461-5185
        Fax: (925) 426-6756.

Napster, Inc. and its debtor-affiliates own and operate the
peer-to-peer music service known as Napster. The Napster service
has provided music enthusiasts with an easy-to-use, high quality
service for finding and discovering music and communicating
their interests with other members of the Napster community. The
Company filed for chapter 11 protection on June 6, 2002. Daniel
J. DeFranceschi, Esq., and Russell C. Silberglied, Esq., at
Richards, Layton & Finger and Richard M. Cieri, Esq., Michelle
Morgan Harner, Esq., at Jones, Day, Reavis & Pogue represent the
Debtors in their restructuring efforts. When the Company filed
for protection from its creditors, it listed debts of more than
$100 million.

NATIONSRENT INC: Intends to Sign-Up Bouchard as Special Counsel
NationsRent Inc. and its debtor-affiliates request authority to
retain and employ Bouchard Margules & Friedlander as their
conflict and special litigation counsel with respect to certain
discrete matters.

Joseph H. Izhakoff, NationsRent's Vice President and General
Counsel and Secretary, contends that the proposed representation
of the Debtors by Bouchard is necessary because the Debtors need
to retain Bouchard with respect to discrete issues that have and
will arise with regard to the Debtors' cases where their current
counsel -- Jones, Day, Reavis & Pogue and Richards, Layton &
Finger, P.A. -- may have a conflict.

Mr. Izhakoff says the Debtors have selected Bouchard's David J.
Margules and Joanne P. Pickney as their conflicts counsel
because these professionals are experienced practitioners in the
Delaware Courts.

Accordingly, Mr. Izhakoff states that these professionals will
be paid for the legal services in accordance with the firm's
ordinary and customary hourly rates:

          David J. Margules    $340 per hour
          Joanne P. Pickney     275 per hour

They will also be entitled to reimbursements of expenses

Mr. Izhakoff further notes that Bouchard has not received or
been promised any compensation for legal services rendered or to
be rendered in any capacity in connection with the Debtors'
Chapter 11 cases, other than as permitted by the Bankruptcy

Ms. Pickney, a counsel of the firm of Bouchard Margules &
Friedlander, confirms that Bouchard does not represent any
entity in matters related to these Chapter 11 cases.  Bouchard
stands as disinterested persons as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the estates. (NationsRent Bankruptcy
News, Issue No. 15; Bankruptcy Creditors' Service, Inc.,

NETEASE.COM INC: Violates Nasdaq Continued Listing Requirements
---------------------------------------------------------------, Inc. (Nasdaq:NTES), a leading Internet technology
provider in China, announced that Michael Leung has been
appointed to join the company's board of directors effective
immediately, and that he has also been appointed to's audit committee. In addition, Ronald Lee has
resigned from the audit committee.  Mr. Lee shall continue to
serve as a director of the company.

Michael Leung, aged 48, has over 23 years of experience in
financial services in Asia with a strong focus in the Greater
China region. He was a director at Emerging Markets Partnership
(Hong Kong) Limited, which is the principal adviser to the AIG
Asian Infrastructure Fund L.P., from 1999 to 2001. Prior to
that, he held senior positions in the corporate finance
departments of Warburg Dillion Read Asia Limited, SocGen-Crosby
Limited and Peregrine Capital Limited. Mr. Leung received a
Bachelor's Degree in Social Sciences from the University of Hong
Kong in 1977 with a major in accounting, management and

Commenting on this addition to the board of directors, Ted Sun,'s acting Chief Executive Officer and director,
stated, "We are very pleased to welcome Michael Leung to the
board and to the audit committee. We believe that Michael's
experience will be a tremendous asset to the company."

On July 8, 2002, received a Nasdaq Staff
Determination indicating that it is not in compliance with
Nasdaq Marketplace Rule 4350(d)(2), which obligates
to maintain an audit committee of its board of directors which
is composed of three independent directors, and that its
American Depositary Shares are, therefore, subject to possible
delisting from the Nasdaq National Market. believes
that upon implementation of the changes in the composition of
its audit committee set forth above it will again be in
compliance with The Nasdaq Stock Market rule regarding audit
committee composition requirements. However, there can be no
assurance that the Nasdaq Listing Qualifications Panel will
concur with the company's position on this matter., Inc. is a leading China-based Internet technology
company that pioneered the development of applications, services
and other technologies for the Internet in China. The NetEase
Web sites, operated by a company affiliate, organize and provide
access to 18 content channels through distribution arrangements
with more than one hundred international and domestic content
providers. In addition, the NetEase Web sites contain more than
200,000 active personal home pages. These pages, created and
maintained by users, enable users to share information,
communicate about interests and areas of expertise, and publish
personal content accessible by other Chinese Internet users. The
sites also offer online interactive community services through
1,800 community forums. At the end of June 2002, the number of
simultaneous chat room participants reached 55,476 during peak
hours, and the number of registered users of the NetEase Web
sites reached 65.2 million. The average number of daily
pageviews was over 330 million in June 2002.

NetEase also offers online multi-player games, wireless services
and premium e-mail, as well as auction and online mall
technology services that provide opportunities for e-commerce
and traditional businesses to establish an online e-commerce
presence on the NetEase Web sites.

NORTHERN ORION: Eliminates All Indebtedness through Workout Deal
Northern Orion Explorations Ltd., has eliminated all of its
outstanding indebtedness with the conversion of $6.9 million in
secured convertible notes held by Miramar Mining Corporation.
The conversion was triggered with the completion today of the
distribution of a minimum of 48 million of the 70 million shares
of Miramar's control block. The option on Miramar's block was
originally disclosed in Northern Orion's news release of
February 23, 2001.

The Company has now effectively completed its restructuring
which commenced under current management in November 1999. Since
that time, over $5 million has been raised, overhead costs have
been significantly reduced, and over $50 million in debt has
been removed from the balance sheet. Highlights include:

     -  Conversion of a $21.4 million debenture into shares at a
        price of $1.47 per share;

     -  Conversion of $4.5 million in debt at a price of $0.30
        per share;

     -  Settlement of $18 million in debt for a royalty capped
        at $15 million;

     -  Redistribution of the Miramar control block to
        institutional investors; and

     -  Conversion of all remaining $6.9 million debt at a price
        of $0.15 per share.

Throughout the financial restructuring, Northern Orion has
preserved its core copper and gold asset base in three advanced

Northern Orion has attributable mineral resources containing
approximately 8 billion pounds of copper and 5 million ounces of
gold. Management believes that the recent strengthening of the
precious metals sector may be indicative of a positive longer-
term trend in the base metal market and underlying equities.

Northern Orion's principal objective is to maximize the economic
potential of its interest in the Agua Rica copper-gold-
molybdenum project in Argentina. In addition, Northern Orion is
assessing a number of potential base- and precious-metal
transactions to provide the basis for a value-added acquisition.

PSC INC: Fails to Comply with Nasdaq Continued Listing Standards
PSC, Inc. (Nasdaq:PSCX), a global provider of integrated data-
collection solutions and services for retail supply chains, has
requested an oral hearing before a Nasdaq Listing Qualifications
Panel as required by Marketplace Rule 4820(C) to appeal a notice
of delisting of PSC's common stock from the Nasdaq SmallCap

As previously announced, PSC Inc. received a notice on July 3,
2002 from The Nasdaq Stock Market of a determination that PSC
has failed to comply with Nasdaq Marketplace Rule 4310(C)(2)(B),
which requires that it must comply with either the minimum
$2,000,000 net tangible assets or the minimum $2,500,000
stockholders' equity requirements.

PACIFIC GAS: Balks at CPUC's Request to Pay UBS Warburg's Fees
PG&E Corporation (NYSE: PCG) and Pacific Gas and Electric
Company filed their strong opposition to the California Public
Utilities Commission (CPUC) request that the utility be required
to pay for UBS Warburg's fees and expenses in connection with
the Commission's alternative plan of reorganization.

In the filing, the companies said that the Bankruptcy Court
should deny the Commission's request, since there is no
authority in the Bankruptcy Code or related law that allows a
debtor to pay for a creditor to hire an investment banker.

Moreover, the UBS Warburg agreement itself cannot be justified
because its fees, which could exceed more than $125 million, are
far beyond customary commercial terms:

     -- There is nothing in UBS Warburg's agreement that commits
the firm to provide any services that are beneficial to PG&E's
bankruptcy estate.

     -- The magnitude of UBS Warburg's compensation structure is
completely unwarranted. It exceeds Wall Street standards for
investment banking fees.

     -- The agreement includes a completely inappropriate $8
million upfront retainer fee. Worse yet, there are no standards
that UBS Warburg provide valuable services for the $8 million

On June 25, the CPUC announced that it had hired UBS Warburg in
an effort to show that its alternative plan was financially
feasible. After reviewing the agreement, it is clear that UBS
Warburg has not committed its assets, produced a "highly
confident" letter, or provided other support necessary for
financing the CPUC alternative plan.

The Bankruptcy Court is scheduled to hear the oral arguments on
July 22, 2002.

PHYCOR INC: NY Court Sets Plan Confirmation Hearing for July 18
In re                            :  Chapter 11
PHYCOR, INC., et al.,            :  Case No. 02-40278 (PCB)
             Debtors.            :  Jointly Administered



      PLEASE TAKE NOTICE that PhyCor, Inc. and certain of its
subsidiaries, debtors and debtors-in-possession in the above-
captioned cases (collectively, the "Debtors"), are seeking
confirmation of their proposed second amended plan of
reorganization, dated June 6, 2002 (as amended, the "Plan").

      PLEASE TAKE FURTHER NOTICE that on June 6, 2002, the
United States Bankruptcy Court for the Southern District of New
York (the "Bankruptcy Court") entered an order (a) approving the
Debtors' disclosure statement, dated June 6, 2002 (the
Disclosure Statement") and summary disclosure statement, dated
June 6, 2002 (the "Summary Disclosure Statement," and, with the
Disclosure Statement, the "Disclosure Statements"), as
containing adequate information and information appropriate
in amount, detail, and kind under 11 U.S.C. Sec. 1125(c), and (b
approving the Summary Disclosure Statement as both the
disclosure statement and a court-approved summary of the Plan
contemplated by 11 U.S.C. Sec. 1125(6) and Fed. R. Bankr. P.
3017(d)(1), and authorized the Debtor to solicit acceptances
of its Plan.

      PLEASE TAKE FURTHER NOTICE that the terms of the Plan,
once confirmed by the Bankruptcy Court, will be binding on all
holders of claims against the Debtors and on all holders of
equity security interests in the Debtors.

      PLEASE TAKE FURTHER NOTICE that the Debtors have filed a
motion, dated January 31, 2002 (the "Substantive Consolidation
Motion"), seeking the substantive consolidation ("Substantive
Consolidation") of the Debtors' bankruptcy estates for all
purposes of these Chapter 11 cases and the Plan filed herein.

      PLEASE TAKE FURTHER NOTICE that (a) holders of 4.5%
Convertible Subordinated Debentures, Series A Zero Coupon
Convertible Subordinated Notes, Convenience Claims, General
Unsecured Claims, and Shareholder Litigation Claims, as defined,
in the Plan, and holders of Preferred Stock Interests, Common
Stock Interests, and Warrants Interests, as defined in the Plan,
are IMPAIRED under the Plan, that (b) holders of Preferred Stock
Interests, Common Stock Interests, and Warrants Interests, as
defined in the Plan, will receive NO distributions or other
property under the Plan on account of their interests arising
from their present or former ownership of the Debtors' Preferred
Stock, Common Stock, or Warrants, respectively, as defined in
the Plan, and that (c) holders of Share-holder Litigation
Claims, as defined in the Plan, will receive NO distributions or
other property under the Plan.

      PLEASE TAKE FURTHER NOTICE that upon the Debtors' motion,
dated January 31, 2002 (the "Scheduling Motion"), the Bankruptcy
Court entered an order, dated June 6, 2002 (the "Scheduling
Order"), providing, among other things, that:


      1. The hearing to consider confirmation of the Plan and
the Substantive Consolidation Motion (the "Confirmation and
Substantive Consolidation Hearing" will commence on July 18,
2002 at 3:00 p.m. Eastern Time before the Honorable Prudence
Carter Beatty, United States Bankruptcy Judge for the Southern
District of New York; Alexander Hamilton Custom House, One
Bowling Green, New York, New York 10004-1408. The Confirmation
and Substantive Consolidation Hearing may be adjourned from time
to time by announcing such adjournment in open court or
otherwise, all without further notice to parties in interest.


      2. July 12, 2002 at 5:00 p.m. Eastern Standard Time is
fixed as the last date and time for filing and serving
objections to confirmation of the Plan or Substantive

      3. To be considered by the court, objections (if any) to
confirmation of the Plan or Substantive Consolidation must (a)
be in writing, (b) comply with the Bankruptcy Rules and the
General Orders of the Bankruptcy Court, (c) set forth the page
number or section of the Plan to which the objection refers, (d)
set forth the name of the objector, and the nature and the
amount of any claim or interest asserted by the objector against
the estate or property of the Debtor, (e) state with
particularity the legal and factual basis for such objection or
proposed modification, and (f) be filed with the Bankruptcy
Court, together with proof of service, at
http:///,in accordance with the Bankruptcy  
Court's General Order setting forth Electronic Filing Procedures
as amended, with a hard copy delivered to the chambers of the
Honorable Prudence Carter Beatty and served by personal service
or by overnight delivery, so as to be RECEIVED no later than
July 12, 2002 at 5:00 p.m. Eastern Time by: (i) Skadden, Arps,
Slate, Meagher & Flom LLP, attorneys for PhyCor Inc., et al.
Four Times Square, New York, New York 10036-6522, Att'n: Kayalyn
A. Marafioti, Esq.; (ii) Milbank, Tweed, Hadley & McCloy LLP,
attorneys for the Creditors' Committee, 601 Figueroa St., 30th
Floor, Los Angeles, California 90017, Att'n: Robert J. Moore,
Esq. and Fred Neufeld, Esq.; (iii) Wilkie Farr & Gallagher,
attorneys for Warburg, Pincus Equity Partners, L.P. and certain
of its affiliates, 787 Seventh Avenue, New York, New York 10019,
Att'n: Michael J. Kelly, Esq.; and (v) the Office of the United


      PLEASE TAKE FURTHER NOTICE that, any party in interest
wishing to obtain a copy of the Disclosure Statements, the Plan,
any exhibits to those documents, the Scheduling Motion, or the
Scheduling Order may access the Bankruptcy Courts Internet site
at: password is needed to access  
case files. Details on how, to obtain a password are available
on the Bankruptcy Court's Web site. Alternatively, any party may
request such copies, at its own expense unless otherwise
specifically required by Bankruptcy Rule 3017(d), by contacting
the information agent, MacKenzie Partners, Inc., 105 Madison
Avenue, New York, New York 10016. All documents that are
filed with the Bankruptcy Court can also be reviewed during
regular business hours (from 9:30 a.m. to 12:00 noon and from
1:30p m. to 4.30 p.m. weekdays; except legal holidays) at the
Bankruptcy Court, One Bowling Green, New York, New York 10004-

                     SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                     Attorneys for PhyCor, Inc., et al.,
                     Debtors and Debtors-in-Possession
                     Four Times Square
                     New York, New York 10036-6522
                     Kayalyn A. Marafioti (KM 9362)
                     Thomas J. Matz (TM 986)
                     Mark M. Brown (MB 1716)

PRIMUS TELECOMMS: Closes Exchange Offer for 3.2 Million Options
Primus Telecommunications Group, Inc. has advised that, in
regard to its offer to exchange certain options to purchase
shares of its common stock, par value $0.01 per share, on the
terms and conditions in the Offer to Exchange dated May 20,
2002, the offer expired at 5:00 p.m., Eastern Time, on Tuesday,
June 18, 2002.  Pursuant to the Offer to Exchange, Primus
Telecommunications Group, Incorporated accepted for cancellation
Eligible Options to purchase 3,266,977 shares of common stock
from 250 eligible participants, representing 81.6% of the shares
subject to the number of Eligible Options disclosed in the
Schedule TO.  Pursuant to the terms and conditions of the Offer
to Exchange, the Company has reserved for award Replacement
Options to purchase 3,266,977 shares of common stock in exchange
for such cancelled Eligible Options.

Primus Telecommunications Group serves other telecom carriers,
businesses, and consumers apt to call abroad. It cracks new
markets with long-distance and international phone service, and
in some countries resells local and mobile phone service.
Internet arm provides Internet access, dedicated
lines, data transport via frame relay and ATM (asynchronous
transfer mode), and Web hosting. Primus connects more than 25
countries in North America, Europe, and Asia with an
International network (part-owned, part-leased) that includes 23
gateway switches, 300 points of presence (POP), and two data

Primus posted a total shareholders' equity deficit of about $147
million as of March 31, 2002.

PROVELL INC: Wants to Stretch Lease Decision Period to Oct. 8
Provell, Inc., and its debtor affiliates want the U.S.
Bankruptcy Court for the Southern District of New York to extend
the time within which they must assume or reject two remaining
unexpired nonresidential real property leases through October 8,

Although reorganization remains a priority, the Debtors have not
yet determined how they will seek to conclude these proceedings.
Given this uncertainty and the importance of the two remaining
Leases to the Debtors' continued operations, it would be
virtually impossible for the Debtors to make a reasoned and
informed decision as to whether to assume or reject each of the
Leases by July 8, 2002.

The Debtors' need for an extension of time to determine whether
to assume, assume and assign, or reject the Leases is also a
result of the complexity of the Leases.  The evaluation of each
Lease is a time consuming task because the Debtors' decision to
assume or reject a particular Lease frequently involves the
resolution of complex legal and economic issues. The Debtors
also need to consider whether there is value in assigning any of
the Leases rather than simply rejecting them.

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.

qSERVE COMMUNICATIONS: Wants to Pay Critical Vendors' Claims
qServe Communications, Inc. wants the U.S. Bankruptcy Court for
the Western District of Missouri to authorize them to pay the
Pre-Petition claims of critical trade vendors amounting to
$362,667.  The Debtor makes it clear that it is requesting
authority to pay these claims, but is not absolutely committing
to pay these claims at this time.

The Debtor submits that paying the critical vendors' prepetition
claims is essential to the uninterrupted functioning of the its
business operations.  The goods and services provided by the
Critical Vendors are often the only source from which the
Debtor can procure certain goods or services.  Failure to pay
the Critical Vendor Claims would very likely result in the
Critical Vendors terminating their provision of goods or
services.  The Debtor would then be forced to obtain goods and
services elsewhere that would either be at a higher price or of
inferior quality.

qServe Communications, Inc., is an engineering and construction
firm serving the wireless and broadband industries offering
management, installation, erection, inspection, testing and
maintenance services to the communications industry. The Company
filed for chapter 11 protection on June 21, 2002. John Joseph
Cruciani, Esq. at Lentz & Clark, PA represents the Debtor in its
restructuring efforts. When the Company filed for protection
from its creditors, it listed an estimated debt of $10 million
to $50 million.

RECEIVABLES STRUCTURED: Fitch Cuts 2001-Calpoint Notes to B
Fitch Ratings has downgraded the Receivables Structured Trust
2001-Calpoint Notes to 'B' from 'BBB-'. The rating addresses the
likelihood that a noteholder will receive timely payment of
interest and ultimate payment of principal in accordance with
the terms of the related indenture, issued by Receivables
Structured Trust 2001-Calpoint. The rating is based on and will
move with the rating of the guarantor, Qwest Communications
International, Inc. On July 10th, Fitch Ratings downgraded Qwest
Communications International, Inc. to 'B' from 'BBB-', such
rating remains on Rating Watch Negative.

REPUBLIC TECHNOLOGIES: Court Okays Asset Sale to RT Acquisition
Republic Technologies International LLC has received bankruptcy
court approval for the acquisition of substantially all its
assets by RT Acquisition LLC, and that it has settled all
disputes with its bondholders who held $425 million in debt.

RT Acquisition LLC is an entity sponsored by KPS Special
Situations Fund L.P., New York, and Hunt Investment Group L.P.,
Dallas. The agreement and sale were supported by the United
Steel Workers of America, the bondholders, the agent for
Republic's bank lending group and the statutory creditors
committee in Republic's Chapter 11 case.

"Thanks to bankruptcy Judge Marilyn Shea-Stonum and other key
parties, the business of Republic is saved, preserving over
2,500 jobs," said Joseph F. Lapinsky, Republic's president and
chief executive officer. "With the aid of the USWA, customers,
employees, suppliers and lenders, Republic has succeeded in
entering into a transaction that transfers its business to RT
Acquisition LLC, a new entity with a strong balance sheet."

Closing of the acquisition will be subject to the satisfaction
of certain conditions the parties hope to satisfy as soon as

Republic Technologies International, based in Fairlawn, Ohio, is
the nation's largest producer of high-quality steel bars. With
2001 sales of approximately $1 billion, Republic was included in
Forbes magazine's 2001 and 2000 lists of the largest U.S.
private companies. Republic has plants in Canton, Massillon, and
Lorain, Ohio; Beaver Falls, Pa.; Chicago and Harvey, Ill.; Gary,
Ind.; Lackawanna, N.Y.; and Hamilton, Ont. The company's
products are used in demanding applications in the automotive,
agricultural, aerospace, off-highway, industrial machinery and
energy industries.

RETRACTABLE TECHNOLOGIES: Initiates Balance Sheet Restructuring
In a move that significantly improves its financial position,
Retractable Technologies, Inc. (AMEX:RVP), a leading maker of
safety needle devices, announced a major restructuring of its
balance sheet through a series of debt to equity conversions.

This was accomplished largely through an agreement, effective
June 21, 2002, between Retractable and Dallas-based Katie
Petroleum, Inc., in which Katie Petroleum exchanged the $2.5
million balance of its working capital note for 625,000 shares
of Retractable's Series V convertible preferred stock and $1.18
million of its outstanding real estate note for an additional
294,821 Series V shares. The agreement calls for Retractable to
pay only the interest due on the remaining $250,000 of the real
estate note until the note matures in February 2005. Retractable
also granted Katie options to purchase 100,000 shares of common

In addition, Retractable eliminated $1.5 million of accounts
payable as of June 21, 2002, through the issuance of 375,000
Series V shares.

These transactions reduced Retractable's long-term debt by $3.68
million and increased stockholders' equity by more than $5
million, resulting in a dramatic improvement in key financial
measures, notably its debt-to-equity ratio. These and other
details on the restructuring are contained in a Form 8-K filed
with the Securities and Exchange Commission.

Thomas J. Shaw, president and CEO, said, "This restructuring
represents an important step in bolstering our financial
position and moving us closer to profitability." Shaw added, "We
at Retractable greatly appreciate the faith in our company,
products and mission demonstrated by our good friend John 'Jack'
Jackson, president and CEO of Katie Petroleum."

Shaw also pointed out that the recapitalization represents the
latest in a recent series of strategic initiatives aimed at
making Retractable a global market share leader in safety needle
devices. On June 24, the company announced a contract with
Double Dove Co., Ltd., the leading syringe maker in the People's
Republic of China, to produce its devices in China for worldwide
distribution. Under the terms of that deal, Double Dove will
supply VanishPoint(R) syringes to Retractable at an average unit
cost of 8.5 cents, fully packaged, sterilized and ready for use
by healthcare workers. Shortly thereafter, Retractable announced
marketing agreements with three of Europe's most innovative
medical supply firms to distribute VanishPoint(R) devices in the
Benelux countries, Denmark and Sweden.

Retractable Technologies, Inc. manufactures and markets
VanishPoint(R) automated retraction safety syringes and blood
collection devices, which virtually eliminate healthcare worker
exposure to accidental needlestick injuries. These revolutionary
devices use a patented friction ring mechanism that causes the
contaminated needle to retract automatically from the patient
into the barrel of the device.

For more information on Retractable, visit its Web site at

SL INDUSTRIES: Andersen Firing Causes Form 11-K Filing Delay
SL Industries Inc. was unable to file the Form 11-K for the
fiscal year ended December 31, 2001 due to the recent indictment
and collapse of its independent auditor, Arthur Andersen LLP,
which required that a new auditing firm be identified and
retained.  This disruption caused unavoidable delays in auditing
the financial information of the Company to be included in the

SL Industries makes AC/DC and DC/DC power supplies, surge
suppressors, conditioning/distribution units, motion-control
systems, and devices to protect utility company equipment. It
sells its power systems and other products to US military
contractors, municipalities, and to manufacturers in the
aerospace, computer, telecommunications, medical,
transportation, and other industries. The company also offers
services, such as project management and training, through its
RFL Electronics subsidiary.

                             *   *   *

As previously reported in the April 4, 2002, issue of the
Troubled Company Reporter, SL Industries, Inc. (NYSE & PHLX:SL)
announced that its net loss for the year ended December 31, 2001
was $10,650,000, or $1.87 per diluted share. Net losses for the
year included a loss, after tax, of $3,947,000, from
discontinued operations and pre-tax nonrecurring charges
aggregating $11,078,000, consisting of restructuring charges of
$3,868,000 related to closing down two facilities and laying off
810 employees, inventory write-offs of $2,940,000, and asset
impairment write-offs of $4,270,000. Discontinued operations
included a realized loss of $2,745,000, pre-tax, upon the sale
of the assets of SL Waber.

For the year ended December 31, 2000, net income was $1,700,000,
which included a gain of $875,000, from the settlement of a
class action suit with one of the Company's life insurance

For the three months ended December 31, 2001, the net loss was
$3,107,000. This included pre-tax charges at Condor D.C. Power
Supplies in connection with the costs of closing down the
manufacturing facility in Reynosa, Mexico ($1,102,000) and
impairment charges relating to the Todd Products acquisition
($4,145,000). For the fourth quarter of 2000, the net loss was
$373,000, which included a loss of $1,601,000, after tax, for
discontinued operations.

SERVICE MERCHANDISE: Wheelers Want to Pursue Insurance Proceeds
According to Russell T. Lloyd, Esq., at O'Quinn, Laminack &
Pirtle, in Houston, Texas, Johnny and Brenda Wheeler suffered
personal injury and the wrongful death of their two-year-old
daughter, Sarah Wheeler on September 20, 1999.  A defective
child seat they purchased from the Debtors' store caused the
injuries and Service Merchandise Company, Inc.'s, and its
debtor-affiliates', negligence in allegedly selling a child
restraint seat, in 1995, to the Wheelers even though the seat
had been recalled several years earlier.

Accordingly, on December 20, 2000, Mr. and Mrs. Wheeler filed an
action to recover damages at the state district court in
Anderson County, Texas.  The Debtors were joined by co-
defendants, Evenflo Company, Inc. and Spalding Sports Worldwide.  
With the filing of the bankruptcy cases, the Action has been
stayed at the District Court.

Mr. Lloyd tells the Court that the Debtors have an insurance
coverage in the amount of at least $1,000,000 under an
undisclosed policy.  Also, there are no other claimants under
the policy aside from the Wheelers and Evenflo who may seek
indemnity from the Debtors.

Even though the act of negligence was prior to the Petition
Date, under Texas law, a product liability claim accrues on the
date of injury, which is postpetition.  Thus, Mr. Lloyd asserts,
Mr. and Mrs. Wheeler's product liability claim is considered
postpetition under Section 101(5) of the Bankruptcy Code and is
not subject to the automatic stay provisions of the Bankruptcy

Accordingly, Mr. and Mrs. Wheeler ask the Court to modify the
automatic stay and to permit the Action to proceed and continue
to final judgment or settlement. (Service Merchandise Bankruptcy
News, Issue No. 34; Bankruptcy Creditors' Service, Inc.,

SOUTH HERTFORDSHIRE: Restricts Cash Use to Administrative Costs
South Hertfordshire United Kingdom Fund Ltd.'s source of cash
has been the net proceeds of its offerings of limited
partnership interests.  Historically, the Partnership's
principal uses of cash have been capital contributions to NTL
South Herts in order to fund the Partnership's proportionate
share of the construction costs of the South Herts System. The
General Partner believes that no additional capital
contributions will be required to fund the completion of
construction and operations of the South Herts System.
Accordingly, in the future, it is currently intended that the
Partnership's uses of cash will be restricted to covering its
administration costs (principally insurance premiums, legal and
accounting costs associated with the Partnership's annual audit
and periodic regulatory filings and general administration). As
of December 31, 2001 the Partnership had current liabilities of
$2,255,487 of which $1,801,825 was owing to NTL group companies,
and consolidated current liabilities of $58,599,365, of which
$58,145,703 was owing to NTL group companies. Accordingly, until
such time as NTL South Herts begins to pay dividends on its
ordinary shares (which is not expected in the foreseeable
future) the Partnership will be required to fund its
administrative expenses by additional issuances of limited
partnership interests or from borrowings. It is unlikely that
NTL South Herts will be able to sell debt or equity securities
in the public markets at least in the short term or to obtain
financing from commercial banks. It is unlikely that NTL will
provide funds to NTL South Herts at least in the short term. As
a result, NTL South Herts may not be able to continue operations
as a going concern.

In addition, NTL's UK credit facilities are fully drawn. The
revolving tranche of the Cablecom credit facility has been
capped at its utilized amount of CHF 1,055.0 million although
the availability may be increased with the consent of the
requisite majority of the lenders under that facility. The term
tranche of the Cablecom credit facility is fully drawn. NTL
Communications Corp., a wholly-owned subsidiary of NTL
Incorporated, did not pay cash interest on certain series of its
notes that was due on April 1, 2002, April 15, 2002 and May 15,
2002. NTL Incorporated and NTL (Delaware), Inc., a wholly-owned
subsidiary of NTL Incorporated, also did not pay cash interest
and related fees on a series of their notes that was due on
April 15, 2002. In accordance with the proposed recapitalization
plan, NTL does not plan to make future interest payments on its
outstanding publicly traded notes except notes issued by NTL
Triangle and Diamond Holdings Limited.

As of March 31, 2002, NTL Incorporated had approximately $622.7
million in cash, cash equivalents and marketable securities on
hand and, in April 2002, received approximately $306 million net
cash proceeds from the sale of its Australian business. NTL may
require additional cash in the twelve months from April 1, 2002
to March 31, 2003. NTL expects to obtain a DIP Facility to meet
the potential cash requirements of NTL Incorporated and its
subsidiaries, excluding Cablecom. NTL also expects that the DIP
Facility will be replaced with an exit facility for NTL
Communications Corp. and its subsidiaries upon the completion of
the recapitalization process. NTL believes that cash, cash
equivalents and marketable securities on hand at March 31, 2002,
the cash received from the sale of NTL Australia and the cash
expected to be available from the DIP Facility and the exit
facility will be sufficient for its and its subsidiaries cash
requirements during the twelve months from April 1, 2002 to
March 31, 2003.

On May 8, 2002, NTL Incorporated, the ultimate parent of
Fawnspring Ltd., the Prtnership's general partner, NTL
(Delaware), Inc., NTL Communications Corp., Diamond Cable
Communications Limited, Diamond Holdings Limited and
Communications Cable Funding Corp. filed an arranged joint
reorganization plan under Chapter 11 of the United States
Bankruptcy Code. NTL Incorporated's operating subsidiaries were
not included in the Chapter 11 filing. The reorganization plan
contemplates that the bank debt will remain in place as part of
the recapitalization. On May 24, 2002, NTL and its debtor
subsidiaries filed an amended joint reorganization plan and
disclosure statement. The bankruptcy court has scheduled July
12, 2002 for a hearing to consider approval of the amended joint
reorganization plan and disclosure statement.

On June 21, 2002, the United States Trustee appointed an
official creditors' committee, comprised of the three indenture
trustees for the publicly traded debt of NTL and the ten members
of the steering committee of lending banks. The members of the
official creditors' committee are: The Bank of New York;
Wilmington Trust Company; Wells Fargo Bank Minnesota; National
Association; Angelo Gordon & Co. LP; Capital Research &
Management Company; Franklin Mutual Advisors, LLC; Oaktree
Capital Management LLC; Salomon Brothers Asset Management;
Appaloosa Management, LP; Fidelity Management & Research Co.;
Mackay Shields LLC; SAB Capital Management LP; and W.R. Huff
Asset Management Co. LLC.

The recapitalization plan, if implemented, would result in the
cancellation of all of NTL Incorporated's outstanding shares of
common stock, preferred stock and redeemable preferred stock,
and the cancellation of all of the publicly held notes of NTL
Incorporated, NTL (Delaware), Inc. and NTL Communications Corp.
and the transfer of the publicly held notes of Diamond Cable
Communications Limited to NTL UK and Ireland. In addition, NTL
Incorporated would be discharged from its obligation to pay
dividends accruing on the canceled preferred stock and interest
accruing on the canceled notes.

The filing of the petitions seeking relief filed under Chapter
11 constituted an event of default under the indentures of each
of the entities which filed such Chapter 11 petitions and
amounts outstanding under these indentures became immediately
due and payable. NTL's Chapter 11 petitions also constituted an
event of default under NTL's UK credit facilities and the
Cablecom credit facility, allowing the lenders thereunder to
declare amounts outstanding to be immediately payable.

In connection with the proposed joint reorganization plan,
certain members of the unofficial committee of bondholders have
committed to provide up to $500 million of new debt financing to
NTL Incorporated and certain of its subsidiaries during the
Chapter 11 process and for the post-recapitalized NTL, subject
to bankruptcy court approval. The new financing will ensure that
NTL's business operations have access to sufficient liquidity to
continue ordinary operations. The bankruptcy court set July 2,
2002 as the date to consider approval of the DIP Facility, which
has been agreed in principle with NTL and the prospective
lenders under the facility. Despite such agreement, however, GE
Capital, the sole holder of the 53/4% convertible subordinated
notes due 2011, and Wilmington Trust Company, the trustee, have
objected to the DIP Facility.

                             *  *  *  *

On March 28, 2002, the New York Stock Exchange announced that it
was suspending NTL incorporated's common stock from trading on
the NYSE. This determination was based upon, among other things,
the selling price of NTL Incorporated's common stock, which
closed at $0.20 on March 26, 2002. The continued listing
standards of the NYSE, which were applicable to NTL, required
maintenance of a minimum share price of $1.00 over a 30 trading
day period and average global market capitalization of $100
million over a 30 trading day period. NTL Incorporated's common
stock fell below both of these continued listing standards. In
addition, on May 9, 2002, Nasdaq Europe halted trading of NTL
Incorporated's common stock pending receipt of information
relating to the restructuring process because of the filing of
NTL's Chapter 11 cases. NTL has complied with this information
request, although there can be no assurance that Nasdaq Europe
will (1) not make additional information requests, (2) remove
the trading halt on shares of NTL Incorporated's common stock or
(3) not delist shares of NTL Incorporated's common stock. NTL
Incorporated's common stock is currently quoted on the Over the
Counter Bulletin Board under the symbol "NTLD".

On April l3, 2002, credit rating agency Standard & Poor's
lowered the long-term corporate credit rating on certain of
NTL's public debt to D from CCC, citing NTL's failure to make a
bond interest payment due to April 1, 2002.

Revenues of the Partnership increased by $175,625 for the three
months ended March 31, 2002, from $7,023,325 over the
corresponding period in 2001 to $7,198,950 in 2002. The increase
in revenue resulted principally from an increase in the number
of digital customers served by the South Herts System. At March
31, 2002, the Company served 20,429 digital customers compared
with 14,163 digital customers at March 31, 2001. Also, during
2001, NTL South Herts launched its broadband internet access
service and at March 31, 2002 had 2,241 broadband customers. NTL
South Herts intends to drive the majority of revenue growth from
increasing revenue from existing customers rather than through
the addition of new customers. This allows NTL South Herts to
achieve its revenue targets, have a lower capital requirement
due to fewer installations, and improve its results as it
reduces costs.

The net loss decreased by $5,682,045 for the three months ended
March 31, 2002, from a loss of $6,278,312 over the corresponding
period in 2001 to a loss of $596,267 in 2002. The decrease over
the three-month period to March 31, 2002 compared to 2001 is
principally due to the increased depreciation charge in the
quarter ended March 31, 2001, which resulted from the shortening
of the asset lives of certain network assets of NTL South Herts.

The Partnership is dependent upon receipt of sufficient funds
from its subsidiary or the parent companies of its general
partner to meets its obligations. Unless NTL's proposed
recapitalization plan is implemented, it is likely that NTL will
not be able to provide the Partnership with cash in the future,
at least in the short term.

The Partnership has no independent operations or significant
assets other than investments in and advances to NTL South Herts
and does not generate sufficient cash flow from its operations
to fund its operational expenses. The Partnership has
historically met its cash requirements through issuances of
limited partnership units and borrowing from banks and NTL.
Given NTL's liquidity situation, the Partnership's situation is
not likely to find financially assistance from that source.
Given NTL's high leverage and current liquidity situation, NTL
may not be able to raise cash through the issuance of debt or
equity from banks or other third-party lenders on reasonable
terms or at all. If NTL is unable to find alternative sources of
cash, the Partnership may become subject to bankruptcy
proceedings in the U.S. or the UK.

The Partnership has advised that it has limited liquidity and
that if NTL is unable to successfully implement a
recapitalization, there is substantial doubt about the
Partnership's ability to continue as a going concern.

SPIEGEL GROUP: Appoints Fabian Manson as Eddie Bauer Pres. & CEO
The Spiegel Group named Fabian Mansson as president and chief
executive officer for its Eddie Bauer division effective
immediately.  Mansson will report to Martin Zaepfel, vice
chairman, president and chief executive officer of The Spiegel

Mansson, 38, formerly served as chief executive officer of H&M
(Hennes & Mauritz), one of Europe's most successful retail
chains with more than $4 billion in sales and more than 800
stores located worldwide.  While at H&M from 1991 through 2000,
Mansson served in a variety of positions, including group
merchandising manager and division manager, before assuming the
role of chief executive.

Mansson was most recently an executive vice president with Spray
Ventures, a Swedish venture capital company, where he was
jointly responsible with the chief executive officer for
successfully reducing operating costs, improving the company's
financial structure and restructuring parts of the business.

In making the announcement, Zaepfel stated, "We are extremely
pleased to have someone with Mansson's experience and retailing
capability to lead Eddie Bauer as we work to reinvigorate the
brand.  Mansson is a highly regarded retail executive who is
credited with upgrading H&M's image and steering the company
into a leadership position.  He has a proven ability to develop
highly efficient and fast processes in sourcing and
merchandising, which will be particularly important as Eddie
Bauer strives to be quicker and more flexible in delivering
products and services that address customers' needs.  I am
confident that Mansson's expertise along with his passion and
energy will have a significant, positive influence on the future
course and success of Eddie Bauer."

Commenting on his new position, Mansson stated, "Eddie Bauer has
a rich heritage combined with strong brand equity.  I am very
confident that with this powerful and recognized brand behind
us, we will be able to improve both the top line sales
performance and the profitability of this business.  As we
execute our new brand positioning, I look forward to working
with the Eddie Bauer team to identify and implement
merchandising and marketing strategies that connect with our
customers across all channels and position the company as a top-
performing specialty retailer."

Mansson is a native of Stockholm, Sweden.  He received a degree
in Economics and Business Administration from the Stockholm
School of Economics. He also was elected "Global Leader for
Tomorrow" by the World Economic Forum in Davos.

A leading tri-channel specialty retailer, Eddie Bauer, Inc.
offers distinctive clothing, accessories and home furnishings
for men and women that reflect a modern interpretation of the
company's unique outdoor heritage. Emphasizing classic styles,
Eddie Bauer offers versatile, comfortable, high-quality
merchandise through its two retailing concepts: Eddie Bauerr and
Eddie Bauer Homer.  In its 82-year history, Eddie Bauer has
evolved from a single store in Seattle to a tri-channel,
international company with stores, catalogs and Web sites.  
Eddie Bauer operates stores in the U.S. and Canada, and through
joint venture partnerships in Germany and Japan.  Eddie Bauer is
a wholly owned subsidiary of The Spiegel Group.

The Spiegel Group is a leading international specialty retailer
marketing fashionable apparel and home furnishings to customers
through catalogs, about 570 specialty retail and outlet stores,
and e-commerce sites, including,
and  The Spiegel Group's businesses include Eddie
Bauer, Newport News, Spiegel Catalog and First Consumers
National Bank.  The company's Class A Non-Voting Common Stock
trades on the over-the-counter market ("Pink Sheets") under the
ticker symbol: SPGLA. Investor relations information is
available on The Spiegel Group Web site at  

                          *    *    *

As reported in Troubled Company Reporter's June 5, 2002,
edition, The Spiegel Group announced that a Nasdaq Listing
Qualifications Panel made a determination on May 31, 2002, to
delist the company's Class A common stock on the Nasdaq National
Market System effective with the open of business on June 3,
2002, based on the company's filing delinquencies and other
public interest concerns.

The company stated that it intended to and was prepared to file
its Form 10-K for the 2001 fiscal year and its first quarter
2002 Form 10-Q upon reaching an agreement with its bank group to
restructure its existing credit facilities.  Jim Cannataro,
executive vice president and chief financial officer for The
Spiegel Group stated, "Our discussions [we]re far advanced, the
lead banks and the overwhelming majority of the bank group are
in favor of the proposed agreement."  The company believed that
by having the new credit facilities in place prior to filing its
financial statements for the 2001 fiscal year, it will receive
an unqualified audit opinion from its outside auditor.

The company also stated that its majority shareholder has agreed
with the bank group to provide important financial support to
the company, and that the company has adequate liquidity to
support its day-to-day operations, including making payments to
all vendors in a timely manner.

SUN INTL HOTELS: Closes Tender Offer to Exchange Share Options
Sun International Hotels, Ltd. has announced that in regard to
its Tender Offer filed on June 17, 2002, relating to its offer
to exchange all outstanding stock options to purchase its
Ordinary Shares which have an exercise price of at least $32.00
per share for a reduced number of new options to purchase its
Ordinary Shares, that offer expired at 12:00 Midnight Eastern
Time on June 25, 2002. Eligible employees who participated in
the offer tendered options to purchase an aggregate of 1,227,600
Ordinary Shares in exchange for promises to grant new options to
purchase an aggregate of 920,700 Ordinary Shares. All eligible
options that were properly submitted for exchange were accepted
and cancelled effective June 26, 2002.

As set forth in the Offer to Exchange, the Company will grant
new options no earlier than December 26, 2002, which is the
first business day that is at least six months and one day after
the expiration of the above offer, and no later than January 16,
2003, which is the fifteenth business day thereafter. The new
options will have a grant price equal to the fair market value
of SIH Ordinary Shares on the date of grant of the new option,
and will have the same vesting, exercise and termination
provisions as those of the awards surrendered (in each case as
provided for in the Offer to Exchange).

Resort operator Sun International Hotels owns nearly 70% of
Paradise Island in the Bahamas, home to its Atlantis Resort and
Casino, featuring more than 2,300 rooms and 60 acres of pools,
waterfalls, and marine habitats. The firm is planning an
Atlantis online casino that will operate in the Isle of Man, a
UK territory. The firm also has an interest in the tribal-owned
Mohegan Sun Casino in Connecticut, holds stakes in beach resorts
in the Indian Ocean, and manages the Royal Mirage Hotel in

                           *   *   *

As reported in the August 9, 2001 issue of the Troubled Company
Reporter, Standard & Poor's revised its outlook for Sun
International Hotels Ltd. to stable from negative.

At the same time, Standard & Poor's assigned its single-'B'-plus
rating to Sun International Hotels' proposed $200 million in
senior subordinated notes due 2011. Sun International North
America Inc., a subsidiary, is a co-borrower under the proposed
notes, and substantially all of Sun's other subsidiaries will be
guarantors. The notes will be offered pursuant to Rule 144A of
the Securities Act of 1933. Proceeds are expected to be used to
repay a portion of the loans outstanding under Sun's revolving
credit facility.

TECSTAR INC: Obtains Cash Collateral Extension Until August 9
Determining that there is good and sufficient cause for the
continued use of Cash Collateral, the U.S. Bankruptcy Court for
the District of Delaware gives Tecstar, Inc., authority to
continue using its secured lenders' funds until August 9, 2002.

The Court provides that so long as there is no Event of Default,
the Debtors are authorized to use the Designated Funds only in
accordance with a Budget that shall include a line-item for all
professional fees and expenses consented to by the Bank Group.

As adequate protection for the use of the Designated Funds, and
as security for the repayment of the Pre-Petition Obligations,
the Bank Group is entitled to accrue interest on the total
principal amount outstanding under the Credit Agreement at the
Default Rate.  Upon an Event of Default the Debtors agree to
waive their rights to continue to use the Bank Group's Cash

Tecstar, Inc., manufactures high-efficiency solar cells that are
primarily used in the construction of spacecraft and satellite.
The Company filed for chapter 11 protection on February 07,
2002. Tobey M. Daluz, Esq. at Reed Smith LLP and Jeffrey M.
Reisner at Irell & Manella LLP represent the Debtors in their
restructuring efforts. When the company filed for protection
from its creditors, it listed assets of over $10 million and
debts of over $50 million.

TELETOUCH COMMS: AMEX Accepts Proposed Listing Compliance Plan
Teletouch Communications, Inc., (Amex: TLL) announced that The
American Stock Exchange Listing Qualifications Department
accepted Teletouch's plan to achieve compliance with AMEX's
continued listing criteria. The Plan consisted primarily of a
restructuring of the Company's debt, and the elements of the
Plan were substantially concluded on May 20, 2002, and were
disclosed in a Current Report on Form 8-K that was filed with
the Securities and Exchange Commission on June 3, 2002, as
amended and restated in its Current Report on Form 8-K/A filed
with the Commission on June 17, 2002.

As previously reported, the Plan resulted in Teletouch retiring
approximately $57,300,000 in outstanding principal and
$2,700,000 in accrued interest in senior debt and improved
Teletouch's stockholders' equity. Moreover, due in part to the
debt restructuring Teletouch also previously reported that it
anticipates reporting positive net income for the fiscal year
ended May 31, 2002. For further information regarding the debt
restructuring, please see the Form 8-K, which is available at
the SEC's Web site at

Teletouch previously announced that it had submitted the Plan to
the AMEX Staff as it was not in compliance with the AMEX's
continued maintenance criteria, specifically Sections 1003(a)(i)
1003(a)(iv). Teletouch had fallen below: Section 1003(a)(i) with
shareholders' equity of less than $2,000,000 and losses from
continuing operations and/or net losses in two of its three most
recent fiscal years; Section 1003(a)(ii) with shareholders'
equity of less than $4,000,000 and losses from continuing
operations and/or net losses in three out of its four most
recent fiscal years; Section 1003(a)(iii) with shareholders'
equity of less than $6,000,000 and losses from continuing
operations and/or net losses in its five most recent fiscal
years; and Section 1003 (a)(iv) in that it had sustained losses
which were so substantial in relation to its overall operations
or its existing financial resources, or its financial condition
had become so impaired that it appeared questionable, in the
opinion of the Exchange, as to whether the Company would be able
to continue operations and/or meet its obligations as they

As a result of the debt restructuring, management believes that
Teletouch is in compliance with the AMEX's continued listing
criteria, and that Teletouch's balance sheet as of May 31, 2002,
which will be included in the Company's Annual Report on Form
10-K for the Period ended May 31, 2002, will demonstrate that
Teletouch has regained compliance with the Amex's continued
maintenance criteria. Of course, there can be no assurance that
the AMEX will agree with management's determination or that the
AMEX will refrain from attempting to delist the Company's
securities. Under the terms of the extension from compliance
with the continued maintenance criteria issued by the AMEX the
Company is obligated to periodically advise the AMEX as to the
status of the implementation of the Plan as well as with respect
to any variances from the Plan. Failure to make progress
consistent with the plan or to regain compliance with the
continued listing standards by the end of the extension period
could result in the Company being delisted from the American
Stock Exchange.

Teletouch Communications provides wireless messaging, cellular
and two-way radio communications services in Alabama, Arkansas,
Florida, Louisiana, Mississippi, Missouri, Oklahoma, Texas and
Tennessee. The Company focuses on smaller metropolitan markets
where it believes there is less competition and more opportunity
for internal growth than in larger metropolitan areas.
Teletouch's common stock is traded on the American Stock
Exchange under the stock symbol TLL.

Additional financial information on Teletouch is available at
the Internet Web address: Teletouch  
Paging services are available at

THOMSON KERNAGHAN: IDA of Canada Suspends Rights & Privileges
The Investment Dealers Association of Canada announced, that
following identification of a capital deficiency and failure by
the firm to maintain internal controls necessary to complete
securities transactions promptly, the membership rights and
privileges of Thomson Kernaghan & Co. Limited have been
suspended. Thomson Kernaghan must appear before the Ontario
District Council within 15 days regarding the order.

Thomson Kernaghan & Co. Limited has also been directed to
immediately cease dealing with the public. Information regarding
the transfer of accounts will be communicated as soon as it is
available. In the meantime, clients should call Ralph Gaston at
(416) 943-5867.

This action will activate the involvement of the Canadian
Investor Protection Fund, of which Thomson Kernaghan & Co.
Limited is a Member. CIPF is a customer compensation fund that
is financed by the Members of the securities industry through
the sponsoring Self Regulatory Organizations including the
Investment Dealers Association of Canada, the Toronto Stock
Exchange Inc., the Canadian Venture Exchange Inc., and the
Bourse de Montreal Inc.

CIPF covers customers' losses of securities, cash balances and
certain other property such as segregated funds, within
prescribed limits. The CIPF coverage limit is $1 million for
aggregate losses in each customer's general account (defined as
the combination of all cash, margin, short sale, options,
futures and foreign exchange accounts). CIPF also provides
separate coverage for accounts for registered retirement
accounts of a customer, such as RRSPs, LIRAs, RRIFs and LIFs,
which are combined and aggregated as a single separate account.
CIPF does not cover customers' losses that result from other
causes such as changing market values of securities, unsuitable
investments or the default of an issuer of securities. Further
information concerning CIPF including its brochure and policies
is available on the Web site,  

The Investment Dealers Association of Canada is the national
self-regulatory organization and representative of the
securities industry. The Association's role is to foster fair,
efficient and competitive capital markets by encouraging
participation in the savings and investment process and by
ensuring the integrity of the marketplace. The IDA enforces
rules and regulations regarding the sales, business and
financial practices of its Member firms. The Enforcement Branch
investigates complaints, conducts investigations and disciplines
Members and their employees as part of the IDA's regulatory

TRI-NATIONAL DEVELOPMENT: Tells Senior Care, "No Retraction"
Tri-National Development Corp. (OTCBB:TNAVQ), states that on
July 9, 2002, Senior Care Industries Inc., (OTCBB:SENC), issued
a press release describing Senior Care's attorney's alleged
efforts to demand from Tri-National Development Corp., a
retraction of TND's July 1, 2002 press release regarding Senior
Care's claims of "equitable" ownership of TND's real properties
in Mexico and litigation of those claims.

All of the statements made by TND in its July 1, 2002 press
release are supported by established fact and/or law. TND will
issue "no retraction."

Unfortunately, in describing its counsel's allegation that TND's
July 1, 2002 press release was retaliatory in nature, Senior
Care made two new false statements that require immediate
correction: 1) that the United States Bankruptcy Court, Southern
District of California issued a ruling denying TND's motion for
summary adjudication of Senior Care's claims of "equitable"
ownership of TND's Mexican properties; and 2) that the Court
rejected TND's arguments in support of the aforementioned
motion. In fact, as stated in TND's July 1, 2002 press release,
and as confirmed by a review of the Court's case file (Case No.
01-109640H11, Adversary Proceeding No. 01-90573-JH), which is
available for public inspection, it shows that the Court issued
a memorandum decision stating the Court's opinion, that its
limited jurisdiction does not extend to the subject litigation,
and therefore the Court is without authority to decide TND's
motion for summary adjudication or TND's arguments in support
thereof. In other words, the court has not yet addressed the
merits of the litigation.

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

US AIRWAYS: Atty. Gen. Fisher Commends ATSB for Loan Guarantees
Pennsylvania Attorney General Mike Fisher commended the federal
Air Transportation Stabilization Board for its conditional
approval of $900 million in federal loan guarantees for US
Airways, which needs the loan guarantees to obtain $1 billion in
financing to avoid bankruptcy.

"These loan guarantees will help US Airways to obtain the
financial help it needs to recover from the losses it
experienced following the September 11 terrorism attacks,"
Fisher said.  "I'm glad the ATSB has agreed to offer these loan
guarantees that will be used to keep US Airways operating."

Last week, Fisher wrote a letter to President Bush urging his
support of the federal loan guarantees, saying the viability of
US Airways is critical to Pennsylvania's economy.  Fisher noted
that US Airways has been hard hit by the severe downturn the
airline industry has experienced since September 11th.

"US Airways maintains hub airports in both Philadelphia and
Pittsburgh. Overall, it employs more than 16,000
Pennsylvanians," Fisher wrote to President Bush.  "It is a
critical part of the Commonwealth's economy.  The airline's
payroll in the Pittsburgh region alone is almost $1 billion.  
The impact on Pennsylvania's workforce and families should US
Airways not survive its financial crisis would be devastating."

On Sept. 22, 2001, President Bush signed a law that created the
ATSB to compensate eligible air carriers for losses incurred as
a result of the Sept. 11 terrorist attacks.  The ATSB may issue
as much as $10 billion in federal credit instruments to assist
eligible airlines.  US Airways on July 5, 2002, completed its
application to the ATSB for the loan guarantees.

Fisher noted that US Airways is Pennsylvania's eighth largest
employer with more than $50 million in annual tax revenues.  
Fisher said US Airways has taken every step to ensure it would
be able to meet the obligations of the debts it incurs.  He said
the airline's management has been engaged in negotiations with
its employee unions, its suppliers and its vendors to reduce its
operating costs by almost $1.2 billion a year.

Fisher also noted that US Airways is a dominant carrier in
Pennsylvania and the Northeast.  If it were allowed to fail, the
absence of US Airways in the Northeast market would hurt
consumers by reducing competition and result in higher fares.

DebtTraders reports that US Airways Inc.'s 10.375% bonds due
2013 (USAIR3) are quoted between 81.5 and 83.5. See  
real-time bond pricing.

USG CORP: Future Claimants' Rep. Hiring Kaye Scholer as Counsel
Dean M. Trafelet, the legal representative for future claimants
in the Chapter 11 cases involving USG Corporation and its
debtor-affiliates, asks Judge Newsome for permission to retain
and employ Kaye Scholer, LLP as his attorneys, nunc pro tunc, to
June 6, 2002.

Kaye Scholer's services will enable the Futures Representative
to execute his duties and responsibilities in connection with
these Chapter 11 cases.

Kaye Scholer will:

        (a) Provide legal advice with respect to the Futures
            Representative's powers and duties as FR for the
            Future Claimants;

        (b) Take any and all actions necessary to protect and
            maximize the Debtors' estates' value for the purpose
            of making distributions to Future Claimants and to
            represent the FR in connection with negotiating,
            formulating, drafting, confirming and implementing a
            plan(s) of reorganization, and performing other
            functions as set forth in Section 1103(c) of the
            Bankruptcy Code or as are reasonably necessary to
            effectively represent the Future Claimants'

        (c) Prepare, on the FR's behalf, necessary
            applications, motions, objections, answers, orders
            reports and other legal papers in connection with
            the administration of the estates in these cases;

        (d) Perform any other legal services and other support
            requested by the FR in connection with these Chapter
            11 cases.

Kaye Scholer's will charge for legal services at its standard
hourly rates:

        Michael J. Crames   (Partner) -- $690
        Andrew  A. Kress    (Partner) -- $605
        Ana Alfonso         (Associate) -- $395
        Steven R. Wirth     (Associate) -- $380
        Nicholas J. Cremona (Associate) -- $335

Messrs Crames, Kress, Wirth and Cremona and Ms. Alfonso will
seek, by separate motion, admission pro hac vice to the Delaware

Kaye Scholer will also charge the FR for out-of-pocket expenses,
and is a "disinterested person" as defined by Section 101(14) of
the Bankruptcy Code. (USG Bankruptcy News, Issue No. 27;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that USG Corporation's 8.500% bonds due 2005
(USG1) are trading between 79 and 81. See more  
real-time bond pricing.

VELOCITA CORP: Gets Nod to Engage Weil Gotshal as Attorneys
Velocita Corp. and its debtor-affiliates sought and obtained
approval from the U.S. Bankruptcy Court for the District of New
Jersey to employ Weil, Gotshal & Manges LLP as their attorneys.

Gary T. Holtzer, Esq., a Weil member, as well as other members
of, counsel to, and associates of Weil Gotshal will work on
these chapter 11 cases.

Weil Gotshal is expected to:

     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. negotiate and prepare on behalf of the Debtors any
        plan(s) of reorganization and all related documents; and

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

Weil Gotshal's customary hourly rates are:

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

Velocita Corp. is in the business of building a nationwide
broadband fiber-optic network aimed at serving communications
carriers, internet service providers, data providers, television
and video providers, as well as corporate and government
customers. The Company filed for chapter 11 protection on May
30, 2002. Howard S. Greenberg, Esq., Morris S. Bauer, Esq. at
Ravin Greenberg PC and Gary T. Holtzer, Esq. at Weil, Gotshal &
Manges LLP represent the Debtors in their restructuring efforts.
As of March 31, 2002, the Company listed $482,807,000 in total
assets and $827,000,000 in total debts.

VINA TECHNOLOGIES: Fails to Meet Nasdaq Listing Qualifications
VINA Technologies, Inc. (Nasdaq: VINA) received a Nasdaq Staff
Determination on July 5, 2002 indicating that VINA had failed to
comply with the minimum bid price requirement for continued
listing on the Nasdaq National Market under Marketplace Rule
4450(a)(5), and that its common stock is therefore subject to
delisting from the Nasdaq National Market.

VINA intends to request a hearing before the Nasdaq Listing
Qualifications Panel to appeal the Staff Determination.  VINA's
common stock will continue to trade on the Nasdaq National
Market pending the appeal and the Nasdaq Listing Qualifications
Panel's final decision.

VINA is currently in compliance with all other continued listing
requirements. There can be no assurance, however, that the
Nasdaq Listing Qualifications Panel will grant VINA's request
for continued listing on the Nasdaq National Market.

VINA Technologies makes metro access more profitable with a
family of products that allow carriers to reliably and cost-
effectively deliver voice, data, and video services over a
single broadband connection. VINA's integrated access devices
and multiservice provisioning platforms give carriers the
flexibility, performance, management control, and scalability to
deliver high-value services to any market over existing or
emerging networks, offering the shortest path to higher revenues
and lower operational costs. Since its founding in 1996, VINA
has built a large and loyal base of carrier customers, and
leverages its unique knowledge of carrier needs to deliver the
right products to solve the right problems at the right time.

WORLDCOM: Banks Try to Impose Constructive Trust on Loan Funds
Twenty-five of the 27 members of the lending consortium that
lent money to Worldcom under a $2.65 billion 364-Day syndicated
loan facility filed suit in New York Supreme Court crying fraud,
advancing unjust enrichment arguments, and seeking to have a
constructive trust imposed on all funds still on hand.  J.P.
Morgan Chase and Citicorp, reportedly negotiating the terms of a
new record-setting $3-billion debtor-in-possession facility,
declined to join the lawsuit filed by the 25 banks.

The 25 Lenders, represented by Louis B. Kimmelman, Esq., at
O'Melveny & Myers LLP, say that a Notice of Borrowing dated May
15, 2002, drawing down every dime available under the $2.65
billion facility, was false.  The Notice said that all prior
representations and warranties made to the Lenders were true and
correct in all material respects and that no default or
potential default had occurred or was continuing.  Additionally,
the lawsuit says, Arab Bank plc obtained an additional
telephonic assurance from Worldcom SVP and Treasurer Susan Mayer
that all amounts drawn would be placed in a segregated account
and immediately repaid from the proceeds of a then-being-
negotiated $5 billion replacement facility.  On June 25, 2002,
everybody learned about the $3.8 billion misclassification on
WorldCom's financial statements.  Because less than six weeks
separated the drawdown and misclassification disclosure, the 25
Lenders say they were hoodwinked and WorldCom lied.

"But for WorldCom's false promises, [the 25 Lenders] would not
have transferred the $2,489,120,000 to WorldCom," the lawsuit
says.  "WorldCom has been unjustly enriched [and the 25 Lenders]
are entitled to recover the funds that were worngfully obtained
by WorldCom and that WorldCom holds as constructive trustee for
the benefit of the [Banks]."

The 27 members of the Lending Consortium and the amounts they
committed to WorldCom under the $2.65 billion facility,
according to documents obtained at
from LoanDataSource, are:

     Lender                                     Commitment
     ------                                     ----------
     ABN Amro Bank NV                         $202,750,000
     Allfirst Bank                              50,000,000
     Arab Bank plc                              50,000,000
     Banca Di Roma                              50,000,000
     Banco Bilbao Vizcaya                       50,000,000
     Bank of Nova Scotia-New York              100,000,000
     Bank of Tokyo-Mitsubishi Ltd.             139.870,000
     Bank One N.A.                             100,000,000
     Bayerische Landesbank Griozentrale        100,000,000
     PNB Paribas                               150,000,000
     Citibank NA                               154,880,000
     Credit Lyonnais                           100,000,000
     Deutsche Bank AG                          240,250,000
     Fleet National Bank                       150,000,000
     Fortis Capital Corp.                       25,000,000
     Governor & Co. of the Bank of Scotland     25,000,000
     Intesabei S.P.A.                          150,000,000
     JPMorgan Chase Bank                         6,000,000
     Llyods TSB Bank plc                       100,000,000
     Mellon Bank N.A.                          100,000,000
     Mizuho Corporate Bank Ltd.                150,000,000
     Norddeutsche Landesbank Giorzentrale       35,000,000
     Royal Bank of Scotland plc                100,000,000
     UFJ Bank Limited                           25,000,000
     Wells Fargo Bank N.A.                     100,000,000
     West LB                                   171,250,000
     Westpac Banking Corporation                25,000,000

Judge Helen E. Freedman declined to enter any order the Banks
wanted Friday afternoon, but will review the request at a
meeting tomorrow, Riva D. Atlas and Jonathan D. Glater at The
New York Times quote Joseph S. Allerhand, Esq., a partner at
Weil, Gotshal & Manges, counsel to WorldCom, as saying.

DebtTraders reports that Worldcom Inc.'s 7.375% bonds due 2006
(WCOM06USA1) are trading below 20 cents-on-the-dollar. See
for more real-time bond pricing.

* BOND PRICING: For the week of July 15 - July 19, 2002
Issuer                                Coupon  Maturity  Price
------                                ------  --------  -----
ABGenix Inc.                           3.500%  03/15/07    70
AES Corporation                        4.500%  08/15/05    57
AES Corporation                        8.000%  12/31/08    70
AES Corporation                        8.750%  06/15/08    74
AES Corporation                        8.875%  02/15/11    68
AES Corporation                        9.375%  09/15/10    71
AES Corporation                        9.500%  06/01/09    70
Alternative Living Services (Alterra)  5.250%  12/15/02     4
American Tower Corp.                   9.375%  02/01/09    64
American & Foreign Power               5.000%  03/01/30    61
Armstrong World Industries             9.750%  04/15/08    53
Atlas Air Inc.                         9.250%  04/15/08    51
AT&T Corp.                             6.500%  03/15/29    71
Bethlehem Steel                        8.450%  03/01/05    14
Borden Inc.                            7.875%  02/15/23    60
Borden Inc.                            9.250%  06/15/19    61
Boston Celtics                         6.000%  06/30/38    63
Burlington Northern                    3.200%  01/01/45    44
Burlington Northern                    3.800%  01/01/20    63
Calpine Corp.                          4.000%  12/26/06    74
Case Corp.                             7.250%  01/15/16    74
Centennial Cell                       10.750%  12/15/08    57
Century Communications                 8.875%  01/15/07    34
Charter Communications, Inc.           5.750%  10/15/05    58
Cincinnati Bell Telephone (Broadwing)  6.300%  12/01/28    70
CIT Group Holdings                     5.875%  10/15/08    74
Comcast Corp.                          2.000%  10/15/29    20
Comforce Operating                    12.000%  12/01/07    61
Cox Communications Inc.                0.426%  04/19/20    40
Cox Communications Inc.                3.000%  03/14/30    27
Cox Communications Inc.                7.750%  11/15/29    26
Critical Path                          5.750%  04/01/05    63
Critical Path                          5.750%  04/01/05    63
Crown Castle International             9.000%  05/15/11    67
Crown Castle International             9.375%  08/01/11    69
Crown Castle International             9.500%  08/01/11    73
Crown Cork & Seal                      7.375%  12/15/26    61
Cubist Pharmacy                        5.500%  11/01/08    52
Dana Corp.                             7.000%  03/01/29    72
Dana Corp.                             7.000%  03/15/28    73
Dobson/Sygnet                         12.250%  12/15/08    74
EOTT Energy Partner                   11.000%  10/01/09    69
Equistar Chemicals                     7.550%  02/15/26    67
Finisar Corp.                          5.250%  10/15/08    55
Foster Wheeler                         6.750%  11/15/05    54
Gulf Mobile Ohio                       5.000%  12/01/56    61
Hasbro Inc.                            6.600%  07/15/28    71
Human Genome                           3.750%  03/15/07    67
Huntsman Polymer                      11.750%  12/01/04    67
Inland Steel Co.                       7.900%  01/15/07    50
Level 3 Communications                11.250%  03/15/10    48
Level 3 Communications                 9.125%  05/01/08    45
Lucent Technologies                    6.450%  03/15/29    56
Lucent Technologies                    6.500%  01/15/28    58
Missouri Pacific Railroad              4.750%  01/01/20    67
Missouri Pacific Railroad              4.750%  01/01/30    62
Missouri Pacific Railroad              5.000%  01/01/45    58
MSX International                     11.375%  01/15/08    71
Nextel Communications                  9.375%  11/15/09    63
Nextel Partners                       11.000%  03/15/10    59
Noram Energy                           6.000%  03/15/12    58
Northern Pacific Railway               3.000%  01/01/47    46
Northern Pacific Railway               3.000%  01/01/47    46
OSI Pharmaceuticals                    4.000%  02/01/09    75
Pegasus Satellite                     12.375%  08/01/06    49
Primedia Inc.                          7.625%  04/01/08    68
Public Service Electric & Gas          5.000%  07/01/37    72
Qwest Capital                          7.625%  08/03/21    69
Qwest Capital                          7.750%  02/15/31    70
Royster-Clark                         10.250%  04/01/09    75
Rural Cellular                         9.625%  05/15/08    58
SBA Communications                    10.250%  02/01/09    68
Silicon Graphics                       5.250%  09/01/04    68
Solutia Inc.                           7.375%  10/15/27    70
Sprint Capital Corp.                   6.875%  11/15/28    72
Time Warner Telecom                    9.750%  07/15/08    54
Tribune Company                        2.000%  05/15/29    66
Ugly Duckling                         11.000%  04/15/07    60
United Air Lines                       9.125%  01/15/12    60
United Air Lines                      10.250%  07/15/21    60
Universal Health Services              0.426%  06/23/20    62
US Timberlands                         9.625%  11/15/07    63
US West Capital                        6.875%  07/15/28    67
Vesta Insurance Group                  8.750%  07/15/25    74
Viropharma Inc.                        6.000%  03/01/07    36
Weirton Steel                         10.750%  06/01/05    53
Weirton Steel                         11.375%  07/01/04    58
Westpoint Stevens                      7.875%  06/15/08    58
Wind River System                      3.750%  12/15/06    73
Worldcom Inc.                          6.400%  08/15/05    58
XO Communications                      5.750%  01/15/09     1


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-
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are $25 each.  For subscription information, contact Christopher
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