TCR_Public/020718.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, July 18, 2002, Vol. 6, No. 141     

                          Headlines

360NETWORKS: Maintains Plan Filing Exclusivity Until Sept. 30
ANC RENTAL: Seeks Okay to Supplant 10-Year Contract with AT&T
ADELPHIA COMMS: Continuing Prepetition Insurance Policies
AMCAST INDUSTRIAL: Negotiates Credit Facilities' Restructuring
AMERALIA INC: Shareholders Re-Elect Board of Directors

AMERALIA INC: Wins Suit against Ex-Employee Marvin H. Hudson
APPLE CAPITOL: Files Voluntary Chapter 11 Petition in Florida
AQUA VIE BEVERAGE: Seeks Okay to Amend Articles of Incorporation
BALANCED CARE: Preparing for Shareholder Vote on IPC Transaction
BRIMINGHAM STEEL: Delaware Court Fixes August 12 Claims Bar Date

BRIDGE INFORMATION: Resolves Claim Dispute with Hughes Network
CD WAREHOUSE: Must Raise New Funds to Meet Current Obligations
CENTRAL GARDEN: S&P Affirms BB- Corporate Credit Rating
CHIVOR SA: Look for Schedules and Statements on October 21, 2002
COMDISCO: Secures Okay to Sell Certain Assets to CLIX Network

CONTOUR ENERGY: Directors Conklin and Davidson Resign from Board
CONTOUR ENERGY: Signs-Up Porter & Hedges as Bankruptcy Counsel
COVANTA ENERGY: CIBC Asks Court to Enforce Final DIP Order
DESA HOLDINGS: US Trustee Appoints Unsecured Creditors Committee
ELCOM INT'L: Applying for Transfer to Nasdaq SmallCap Market

ENRON CORP: Settles Turbine Purchase Dispute with Mitsubishi
ENRON CORP: Asks Court to Reconsider Swidler Payment Order
ETHYL CORP: S&P Withdraws B+ Corporate Credit Rating
EXIDE TECH: U.S. Trustee Balks at Blackstone Engagement Terms
EXODUS: Says Customers Not Affected by Latest Akamai Maneuver

FAIRFIELD MANUFACTURING: S&P Withdraws B- Corporate Rating
FEDERAL-MOGUL: Receives Rights to Market TRW Chassis Products
FLAG TELECOM: Court Okays Arthur Andersen-UK as Accountants
GLOBAL CROSSING: Turning to KPMG for Specific Tax Services
GRAND COURT: Court to Consider Plan of Reorganization Today

HARBISON-WALKER: Halliburton Stay Extended to September 18, 2002
IMP INC: Fiscal 2002 Revenues Plummet 25% to $23.4 Million
INSCI CORP: Files Tardy & Unaudited Form 10-K with SEC
ION NETWORKS: Deloitte & Touche Expresses Going Concern Doubt
INTELLISEC: Auctioning-Off Ariz. & N. Carolina Units on July 30

JAGGED EDGE MOUNTAIN: Auditors Raise Going Concern Doubt
KEY TRONIC: Obtains Waiver of Default Under Financing Agreement
KMART: S&P Drops Credit Lease Series 1995-K3 & -K4 Ratings to D
KMART CORP: S&P Drops Ratings on Series 1995-K1 & -K2 to D
KMART FUNDING: S&P Gives Default Ratings on Series F & G Bonds

KNOLOGY: Prepares Prepackaged Chapter 11 to Effect Debt Workout
LTV CORP: Dofasco Inc. to Acquire Ohio Automotive Tubular Assets
LAIDLAW INC: Expects to Release Fiscal 2001 Results by July 29
MALDEN MILLS: Maintains Plan Exclusivity through August 14
MOBILE SERVICES: S&P Assigns B+ Corporate Credit Rating

NATIONAL STEEL: Wants to Retain MB Valuation as Appraiser
NATIONSRENT: John Hancock Seeks Sanctions for Noncompliance
NETWORK ACCESS: Committee Signing-Up Fox Rothschild as Counsel
NEXTEL COMMS: Posts Improved Results for Second Quarter 2002
PANACO INC: Files for Chapter 11 Reorganization in Texas

PANACO INC: Voluntary Chapter 11 Case Summary
POPE & TALBOT: S&P Rates $50 Mill. Senior Unsecured Notes at BB
PRESIDENT CASINOS: First Quarter Net Loss Slides-Up to $2.7MM
PREVIO INC: Board Approves Plan of Liquidation and Dissolution
PSINET INC: GECC Pressing for Adequate Protection Payments

R&S TRUCK BODY: Gets Nod to Use Cash Collateral Until July 25
RESOURCE AMERICA: S&P Ups Corp. Credit & Sr. Unsec. Ratings to B
SVI SOLUTIONS: Obtains Bank Loan Extension Until August 31, 2002
STARBAND COMMS: US Trustee Appoints Official Creditors Committee
SUN HEALTHCARE: Obtains Final Decree Closing Subsidiary Cases

THOMSON KERNAGHAN: Canadian Court Names Ernst & Young as Trustee
TIMCO AVIATION: Completes Outstanding Senior Debt Refinancing
TRI-UNION: S&P Junks $130MM Senior Notes Following Agreement
U.S. CELLULAR: June 30 Working Capital Deficit Tops $7 Million
VELOCITA INC: U.S. Trustee Names Creditors to Official Committee

VISKASE: Executes Debt Workout Agreement with Ad Hoc Committee
WILLIAMS COMM: Wants to Enjoin Claim Transfers to Preserve NOLs
WILLIAMS CONTROLS: Inks New Credit Agreement with Wells Fargo
WILLIAMS CONTROLS: Reaches Pact to Amend 7.5% Conv. Debentures
WORLDCOM INC: Misses Payment of $74 Million Interest Due Monday

WORLDCOM INC: Fitch Further Junks Senior Unsecured Debt Rating
WORLDCOM INC: Suit Filed by Banks Transferred to Federal Court
WORLDCOM: Where, Oh Where, Will WorldCom File for Bankruptcy?
WORLDWIDE WIRELESS: Jury Awards 1st Universe $330,000 in Suit
XO COMMS: Court Approves Ernst & Young for Accounting Services

* Alvarez & Marsal Strategically Expands National Reach

* DebtTraders' Real-Time Bond Pricing

                          *********

360NETWORKS: Maintains Plan Filing Exclusivity Until Sept. 30
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
awarded 360networks inc., and its debtor-affiliates an extension
of their Exclusive Periods.  The period within which the Debtors
have the exclusive right to file a plan of reorganization is
extended through September 30, 2002, and the Company's time to
solicit and obtain acceptances of that plan is extended through
November 30, 2002.


ANC RENTAL: Seeks Okay to Supplant 10-Year Contract with AT&T
-------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates ask the Court
to consider supplanting an existing ten-year contract for voice
and data services between AT&T and ANC Rental Corporation with a
more favorable three-year agreement.

According to Mark J. Packel, Esq., at Blank Rome Comisky &
McCauley LLP in Wilmington, Delaware, the implementation of the
new agreement is part of the Debtors' plan of shrinking the
communications vendor base to reduce the overall support costs
and the management overhead associated with governing additional
vendors and contracts.  The old agreement expires in 2005 and
requires AT&T to pay a minimum annual revenue commitment of
$11,000,000 or 90% of the previous year's billings.  The new
agreement pegs ANC's commitment at $9,000,000 annually.

Mr. Packel explains that the new agreement would place the
Debtors on a more favorable keel because AT&T would be waiving
all of its pre-petition claims against ANC.  These include any
claim for rejection damages, claims arising from the rejection
of the Old Agreement, as well as any claim for any pre-petition
amounts owing pursuant to the agreement.  AT&T would also be
adjusting ANC's minimum annual revenue commitment if the volume
of traffic is reduced.  ANC, meanwhile, will be required to
subscribe to AT&T's telecommunications services for at least 95%
of its inter-exchange telecommunications requirements.  However,
ANC shall not breach any contract existing as of the date that
ANC orders services under the New Agreement and will not be
prevented from obtaining from other inter-exchange carriers the
same telecommunications services ANC requires at a specified
location but are not available from AT&T.

Mr. Packel estimates the annual cost of the New Agreement at
$11,000,000 to $12,000,000, depending on ANC communications
traffic and the projected annual savings of the New Agreement
over the Old Agreement at $4,700,000.  An additional $1,000,000
in savings is expected if the Alamo Local Communications traffic
is transferred to the new agreement.

Mr. Packel points out that the million dollar savings that the
new agreement will provide the Debtors is sound enough to merit
approval of a new agreement.  Besides, entering into an
agreement with AT&T as opposed to another service provider
minimizes potential rejection damages claims and would prevent
changes to over 10,000 communications lines and 200 web
addresses. (ANC Rental Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ADELPHIA COMMS: Continuing Prepetition Insurance Policies
---------------------------------------------------------
Adelphia Communications sought and obtained authority to
maintain all of its Insurance Policies, continue all prepetition
insurance-related practices, and to pay all prepetition
Insurance obligations, including premiums, fees and retroactive
adjustments.

According to Myron Trepper, Esq., at Willkie Farr & Gallagher in
New York, the ACOM Debtors maintains certain property and
liability insurance policies with respect to, inter alia,
property, fire, general liability, products liability,
automobile and physical damage, aircraft, boiler and machinery
liability, earthquake, flood, foreign liability, excess
liability, umbrella liability, media professional liability,
fiduciary liability, and directors' and officers' liability.

Mr. Trepper informs the Court that the Debtors' Insurance
Policies are managed by several insurance brokers, including
Wharton/ Lyon & Lyon and Aon Risk Services.  In the ordinary
course of the Debtors' business, when premiums are due, the
Debtors will remit payment to the applicable insurance broker,
who in turn will pay the applicable insurance carriers.  To the
extent a premium relating to a period prior to the Petition Date
is outstanding with respect to any Insurance Policy, the Debtors
seek the authority to make the payment.  As most, if not all,
premiums under the Insurance Policies are paid in advance, the
Debtors estimate that no prepetition obligations, with the
exception of periodic adjustments, will be outstanding on the
Petition Date.

ACOM's most substantial Insurance Policies are:

A. General Liability And Automobile Policies: The Debtors
   maintain several liability and casualty policies with Royal
   Insurance Company.  The Debtors pay premiums in respect of
   the Casualty Program in five 20% installment payments (each
   in the amount of $6,029,533) which are due to be paid on
   May 16, 2002, May 30, 2002, June 16, 2002, July 16, 2002 and
   August 16, 2002.  Except for workers' compensation, a
   description of the most substantial policies included in the
   Casualty Program is set forth below:

    1. General Liability: The Casualty Program includes a
       commercial general liability policy.  The Policy insures
       the Debtors against personal and advertising injury, fire
       damage, employee benefits liability and medical expenses.
       The annual premium under the Policy is $5,894,427.

    2. Automobile: In addition to the general liability Policy,
       the Casualty Program includes three automobile liability
       insurance policies with Royal Insurance Company.  The
       Automobile Policies provide the Debtors with insurance
       coverage in all fifty states for bodily injury, property
       damage, collision and medical payments.  Under the
       Automobile Policies, the Debtors pay aggregate annual
       premiums of $9,207,426.

B. Property Insurance: The Debtors maintain a property insurance
   policy with Royal Indemnity Company, which provides the
   Debtors with insurance coverage for claims relating to, among
   other things, property damage.  Under the Property Policy,
   the Debtors' aggregate annual premium is $2,112,218. On
   May 28, 2002, the Debtors paid the premium in respect of the
   Property Policy for the term commencing May 16, 2002 through
   May 16, 2003.  Accordingly, except for any retroactive
   premium adjustments that may arise, the Debtors have
   satisfied all prepetition obligations associated with the
   Property Policy.

C. Umbrella Policy: In addition to the foregoing policies, the
   Debtors maintain an umbrella policy with Liberty Mutual,
   which provides excess liability coverage.  The $1,400,000
   annual premium under this policy was paid by the Debtors on
   May 28, 2002.

D. Difference In Conditions: In the ordinary course of their
   business, the Debtors maintain two difference in condition
   casualty policies to insure against, among other things,
   earthquakes and floods.  One policy is with Essex Insurance
   Company and the other is with Lloyd's of London.  The annual
   premiums for those policies were paid on May 28, 2002 and
   equal $185,000 and $103,400, respectively.  Thus, other than
   retroactive adjustments that may arise, the Debtors do not
   owe any premiums with respect to these policies.

E. Media Professional Liability: In addition to the foregoing
   policies, the Debtors maintain a media professional liability
   policy with Executive Risk Indemnity Inc., which insures
   against claims for invasion of privacy, copyright
   infringement, libel, slander, infliction of emotional
   distress, product disparagement, trade libel and trademark
   infringement.  The Debtors prepaid the 3-year $97,674 premium
   under the Policy in November of 1999. Thus, subject to any
   retroactive adjustments that may arise, the Debtors do not
   owe any prepetition premiums under the MP Policy.

F. Directors' And Officers' Liability Policies: The Debtors
   maintain a primary directors' and officers' liability policy
   with Associated Electric & Gas Insurance Services Limited
   (AEGIS).  Under the D&O Policy, the Debtors have paid an
   aggregate annual premium of $650,000.  As of the Petition
   Date, aside from any retroactive adjustments that may arise,
   the Debtors estimate that no amounts will be owing under the
   D&O Policy.  In addition to the D&O Policy, the Debtors
   maintain two excess D&O policies.  One policy is through the
   Federal Insurance Company and the annual premium required to
   be paid thereunder is $300,000.  The other excess policy is
   with Greenwich Insurance Company and the annual premium
   required to be paid thereunder is $157,220.  As of the
   Petition Date, aside from the need for retroactive
   adjustments, the Debtors do not owe any premiums under the
   Excess Policies.

Mr. Trepper fears that if these policies were allowed to lapse,
the Debtors would be exposed to substantial liability.  In
particular, maintenance of the directors' and officers'
liability policies is necessary to retain the Debtors' senior
management who are critical to the success of the Debtors'
business and reorganization.  The U.S. Trustee's Guidelines also
require that the Debtors maintain the Insurance Policies.  When
compared with the size of the Debtors' estates and the potential
liability exposure that would ensue absent insurance coverage,
the amount of any premium adjustment that may be assessed
militates strongly in favor of the relief requested.

To the extent that any Insurance Policy or any other agreement,
policy or contract is deemed an executory contract within the
meaning of section 365 of the Bankruptcy Code, the Debtors do
not at this time intend to assume them.  "Court authorization of
payments will not be deemed to constitute postpetition
assumption or adoption of any Insurance Policy or any other
agreement, policy or contract described herein as an executory
contract pursuant to section 365 of the Bankruptcy Code," Mr.
Trepper says.  The Debtors will review the Insurance Policies
and other agreements, policies or contracts described herein at
a later date, and reserve all of their rights under the
Bankruptcy Code with respect thereto. (Adelphia Bankruptcy News,
Issue No. 11; Bankruptcy Creditors' Service, Inc., 609/392-0900)

Adelphia Communications' 10.875% bonds due 2010 (ADEL10USR1) are
quoted at 38 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL10USR1
for real-time bond pricing.


AMCAST INDUSTRIAL: Negotiates Credit Facilities' Restructuring
--------------------------------------------------------------
Amcast Industrial Corporation, (NYSE:AIZ) announced that the
Company has successfully negotiated a restructuring of its
credit facilities with its bank-lending group and senior note
holders. As restructured, the bank credit facilities have been
continued through September 14, 2003, and a required $12.5
million prepayment under the senior notes has been deferred
until maturity in November 2003.

Byron O. Pond, Chairman of the Board and Chief Executive
Officer, said, "We are extremely pleased with the confidence and
support expressed by our bank-lending group and senior note
holders. The restructuring of our credit facilities is an
important step in allowing the Company to continue implementing
its world class initiatives and return to profitability."

After restructuring, long-term debt at the end of the fiscal
third quarter was $160.4 million. This reduced short-term debt
to $25.4 million, or 13.7% of total obligations.

Mr. Pond added, "I would like to reiterate our appreciation for
the understanding and patience shown by Amcast's shareholders,
customers, suppliers, lenders, and other stakeholders.
Completing this important process permits a stronger focus on
the operational improvements we envision for Amcast."

Amcast Industrial Corporation is a leading manufacturer of
technology-intensive metal products. Its two business segments
are brand name Flow Control Products marketed through national
distribution channels, and Engineered Components for original
equipment manufacturers. The company serves the automotive,
construction, and industrial sectors of the economy.


AMERALIA INC: Shareholders Re-Elect Board of Directors
------------------------------------------------------
AmerAlia, Inc., held its annual meeting of shareholders on June
18, 2002.  At the annual meeting the shareholders only
considered the election of directors.  At the meeting, the
following seven persons were nominated as directors of AmerAlia
for a term of one year and until the election and qualification
of their successors. At the annual meeting of shareholders,
10,239,281 shares were represented in person or by proxy (being
approximately 73.3% of the total number of shares outstanding),
and Bill H. Gunn, Robert van Mourik, John F. Woolard, Neil E.
Summerson, Robert A. Cameron, Geoffrey C. Murphy, and James V.
Riley were each re-elected to the Board of Directors.

As a result of their election and their service on the board of
directors as of July 1, 2002, each of Neil E. Summerson, Robert
A. Cameron, Geoffrey C. Murphy, and James V. Riley will receive
options to acquire 37,500 shares of AmerAlia pursuant to its
2001 Directors' Incentive Plan which the shareholders had
approved at the 2000 annual meeting held in June 2001. The
options are exercisable pursuant to the terms of that plan at an
exercise price equal to the average market price of the AmerAlia
common stock during June 2002, and will be exercisable through
June 30, 2005. The purpose of the Directors' Incentive Plan is
to provide incentives to attract, retain and motivate persons
whose present and potential contributions as members of the
Board of AmerAlia, Inc. are important to AmerAlia's success and
the success of its subsidiaries, by offering them an opportunity
to participate in AmerAlia's future performance through awards
of options.

AmerAlia, through subsidiary Natural Soda, Inc., is developing a
sodium bicarbonate deposit on 1,320 acres of federal land in
Colorado's Piceance Creek Basin. The land, leased through 2011,
is estimated to contain about 300 million tons of the mineral
per square mile. AmerAlia has made a bid to acquire White River
Nahcolite Minerals, which holds an adjoining lease covering more
than 8,000 acres. Sodium bicarbonate (baking soda) is used in
animal feed, food, and pharmaceuticals. Its production
byproducts (soda ash and caustic soda) are used to make glass,
detergents, and chemicals. At March 31, 2002, AmerAlia's
balance sheet showed that its total current liabilities exceeded
its total current assets by about $13 million.


AMERALIA INC: Wins Suit against Ex-Employee Marvin H. Hudson
------------------------------------------------------------
In July 1999, AmerAlia filed a complaint against Mr. Hudson in
the Colorado District Court for Arapahoe County, Colorado (civ.
act. no. 99-CV-2207). As claims for relief against Marvin H.
Hudson, a former officer and employee, AmerAlia alleged:

      * that an employment contract that Mr. Hudson alleged
        AmerAlia entered into with him were forgeries or
        procured by fraud or duress and, therefore, not
        enforceable; and

      * that Mr. Hudson had converted to his own use funds,
        documents, personal property, and equipment belonging to
        AmerAlia.

In the State Action, AmerAlia sought damages and exemplary
damages against Mr. Hudson, as well as an injunction and an
accounting.  Mr. Hudson sought to remove this action to the
federal court, but the federal court remanded it back to the
Arapahoe County District Court.  In November 1999 the
Arapahoe County District Court granted Mr. Hudson's motion to
change venue of the State Action to El Paso County, Colorado
where it was assigned case no. 99-CV-3050 in Division 5.

In December 1999 Mr. Hudson filed an answer with counterclaims
in the State Action in which he denied the material allegations
of AmerAlia's complaint and alleged against AmerAlia:

      * "Breach of Contract" in which Mr. Hudson alleged that he
had been employed by AmerAlia pursuant to an employment contract
executed by Mr. Gunn in 1996 on behalf of AmerAlia which
AmerAlia breached when it allegedly terminated Mr. Hudson's
employment in June 1998.  Mr. Hudson alleged that this
employment contract provided for a salary of $80,000 per year,
options to purchase 30,000 shares of common stock per year, and
200,000 stock appreciation rights;

      * damages for alleged "Willful and Wanton Breach of
Contract" and "Wrongful Termination"; and

      * alleged violation of the Colorado Wage Claim Act
(Section 8-4-101 et seq.) and common law fraud.

Mr. Hudson also named Messrs. Gunn, van Mourik and Summerson
individually and as officers and directors of AmerAlia although
only AmerAlia and Mr. Gunn were served and were involved in this
action.  AmerAlia and Mr. Gunn replied to Mr. Hudson's
counterclaims denying all of Mr. Hudson's material allegations.
The action was transferred to the El Paso County (Colorado)
district court.

Trial was held on the matter from April 30 through May 10, 2002.
Before submitting the case to the jury, the Court directed a
verdict:

      * In favor of Bill Gunn by dismissing Mr. Hudson's claims
for breach of contract, wrongful termination in violation of
public policy, wage claim act, extreme and outrageous conduct,
and defamation.

      * In favor of AmerAlia, by dismissing Mr. Hudson's claims
against AmerAlia, the court (by directed verdict) dismissed Mr.
Hudson's claims against AmerAlia for defamation, extreme and
outrageous conduct, and under the Colorado wage claim act.

                         Jury Verdict

In its deliberations, the jury considered the remaining claims
and reached conclusions on the claims against Hudson, AmerAlia
and Mr. Gunn as follows:

      * In favor of Mr. Hudson by dismissing AmerAlia's claims
against Mr. Hudson for conversion of AmerAlia's assets.

      * The only remaining claims against AmerAlia were for
breach of contract, wrongful termination in violation of public
policy, and common law fraud.

        -  The jury found in favor of AmerAlia in the claim for
           wrongful termination in violation of public policy.

        -  The jury found in favor of Mr. Hudson on the breach           
           of contract claim and awarded damages to Mr. Hudson
           from AmerAlia in the amount of $322,900.

There were two remaining claims: common law fraud against Mr.
Gunn and common law fraud against AmerAlia. The jury would have
only considered those claims had they found that there was no
valid contract. Since the jury found that there was a valid
contract, they did not need to consider the common law fraud
claims.

In conclusion, the jury assessed damages against AmerAlia for
$322,900 because it found that the contract that Mr. Hudson
presented was valid and AmerAlia had breached that contract.

Following the jury's verdict, both parties filed certain post-
trial motions in which the court denied Mr. Hudson's motion for
attorneys' fees and accepted AmerAlia's calculation of interest.
As a result, AmerAlia anticipates that the court will enter
judgment for Mr. Hudson in an amount less than $400,000.
Judgment has not yet been entered. After the entry of judgment,
the parties have ten days to file post-trial motions if any
party desires. These could include a motion for judgment
notwithstanding the verdict, interest, attorneys' fees,
reduction of the award, and other possible actions. Either party
can appeal the judgment. Were AmerAlia to appeal the judgment,
it would have to post a bond. AmerAlia has made no decision
whether to appeal the judgment.

AmerAlia, through subsidiary Natural Soda, Inc., is developing a
sodium bicarbonate deposit on 1,320 acres of federal land in
Colorado's Piceance Creek Basin. The land, leased through 2011,
is estimated to contain about 300 million tons of the mineral
per square mile. AmerAlia has made a bid to acquire White River
Nahcolite Minerals, which holds an adjoining lease covering more
than 8,000 acres. Sodium bicarbonate (baking soda) is used in
animal feed, food, and pharmaceuticals. Its production
byproducts (soda ash and caustic soda) are used to make glass,
detergents, and chemicals. At March 31, 2002, AmerAlia's
balance sheet showed that its total current liabilities exceeded
its total current assets by about $13 million.


APPLE CAPITOL: Files Voluntary Chapter 11 Petition in Florida
-------------------------------------------------------------
Applebee's International, Inc. (Nasdaq: APPB), announced that it
has reached an agreement with Apple Capitol Group, LLC, an
existing Applebee's franchisee, to acquire the assets of 21
Applebee's restaurants located in the Washington, D.C. area for
$32.8 million in cash at closing, subject to adjustment. The
agreement also provides for additional payments if the
restaurants achieve cash flow in excess of historical levels.
The 21 restaurants are located in Maryland, Virginia, Delaware,
Pennsylvania and West Virginia.

Lloyd L. Hill, chairman and chief executive officer, said: "As
we announced in May, part of our growth strategy is to use our
strong balance sheet and substantial free cash flow for
franchise acquisitions. We believe the territory in which the
Apple Capitol restaurants are located will ultimately support a
total of approximately 40 Applebee's restaurants. These
restaurants are contiguous to the Virginia market that we
acquired in 1998. Year-to date comparable sales for these
restaurants are positive and average weekly sales are in excess
of $41,000. We look forward to welcoming this team of associates
to Applebee's International. The addition of these restaurants
will complement and provide increased depth to our company
operations and will bring our company ownership to approximately
24% of the system total."

As a condition of this agreement, Apple Capitol has filed a
voluntary Chapter 11 petition in the United States Bankruptcy
Court for the Southern District of Florida. The acquisition of
the restaurants is anticipated to close in the fourth quarter of
2002, subject to normal bankruptcy court bidding procedures,
obtaining operating licenses and other third-party consents.
Depending upon the ultimate closing date, the company expects
the addition of these restaurants to have a neutral impact on
fiscal year 2002 earnings and to be accretive to fiscal year
2003 earnings.

Apple Capitol acquired these restaurants from Avado Brands, Inc.
(formerly Apple South, Inc.) in May 1999 in the final
transaction relating to that franchisee's exit from the
Applebee's system. Applebee's International has been working in
coordination with Apple Capitol and its lender for several
months to facilitate the sale of these restaurants through a
voluntary bankruptcy process. The agreement commits Apple
Capitol to operate the restaurants in accordance with historical
operating standards until they are sold. Upon completion of the
sale, Apple Capitol will cease to be an Applebee's franchisee.

Applebee's International, Inc., headquartered in Overland Park,
Kan., develops, franchises and operates restaurants under the
Applebee's Neighborhood Grill and Bar brand, the largest casual
dining concept in the world. There are currently 1,427
Applebee's restaurants operating system-wide in 49 states and
seven international countries. Additional information on
Applebee's International can be found at the company's Web site
http://www.applebees.com


AQUA VIE BEVERAGE: Seeks Okay to Amend Articles of Incorporation
----------------------------------------------------------------
Under date of July 8, 2002, Aqua Vie Beverage Corporation has
sent an Information Statement to its shareholders informing them
of the following proposed actions by consent, which the Company
is  proposing to provide Management with flexibility to effect
future financing for the Company.

         1. Approve amendments to the Articles which would
combine the common shares in the alternative as provided below,
with the Directors to have the discretion as to which amendment
to file, or whether to file any such amendment subject to the
requirement that any such amendment to effect a combination must
be made on or before April 30, 2003, after which this approval
would be withdrawn and the amendment would not be considered
approved by the shareholders:

          a. At the rate of one share of common for every 20
             common shares outstanding at the time of the
             Board's action or,

          b. At the rate of one share of common for every 50
             common shares outstanding at the time of the
             Board's action or,

          c. At the rate of one share of common for every 75
             common shares outstanding at the time of the
             Board's action or,

          d. At the rate of one share of common for every 100
             common shares outstanding at the time of the
             Board's action.

          e. At the rate of one share of common for every 1,000
             common shares Outstanding at the time of the
             Board's action.

The Company is not asking shareholders for a proxy and
shareholders are being asked not to send a proxy.

Aqua Vie Beverage Corporation develops and markets all-natural,
lightly flavored, still (non-carbonated) bottled spring water.
The company's low-calorie alternative beverages are bacteria-
free and contain no preservatives. Aqua Vie produces and markets
the Hydrator(TM) line of beverages in the United States and
Europe. This beverage line, comprised of seven low-calorie, all-
natural beverages that are lightly flavored and packaged in
half-liter bottles, is designed to increase one's personal
consumption of water, naturally. The underlying technology also
serves as the delivery system for Aqua Vie's new line of
children's Hydrators(TM), PurePlay(TM), and Eau Vin(TM), Aqua
Vie's line of nonalcoholic wine and champagnes made from spring
water.

Aqua Vie Beverage's January 31, 2002, balance sheet shows a
total shareholders' equity deficit of about $618,000.


BALANCED CARE: Preparing for Shareholder Vote on IPC Transaction
----------------------------------------------------------------
Balanced Care Corporation will be sending the following to its
stockholders:

     "A special meeting of the stockholders of Balanced Care
Corporation will be held on August __, 2002, at _____, local
time, at _______, to consider and vote upon a proposal to adopt
the Agreement and Plan of Merger, dated as of May 15, 2002, by
and among the Company, IPC Advisors S.a.r.l. ("IPC") and IPBC
Acquisition Corp. ("Acquisition Corp."), under which Acquisition
Corp. will be merged with and into the Company, with the Company
surviving the merger as a subsidiary of IPC, and to approve the
transactions it contemplates, including the merger. In the
merger, each outstanding share of the Company's common stock,
other than shares held by IPC or Acquisition Corp., or held by
stockholders who perfect their appraisal rights under Delaware
law, will be converted into the right to receive $0.25 in cash,
without interest, less any applicable withholding taxes.

     Our board of directors has fixed the close of business on
July 17, 2002, as the record date for determining which of our
stockholders are entitled to notice of, and to vote at, the
special meeting and at any adjournment or postponement thereof."

The Company has not yet advised specifics about the date, time
and place of the special meeting.

The company operates about 65 assisted living and skilled
nursing facilities for middle and upper income seniors in 10
states. Its Outlook Pointe assisted living facilities offer 24-
hour personal and health care services, including help with
bathing, eating, and dressing. The Balanced Gold program
provides services aimed at improving residents' cognitive,
emotional, and physical well-being. Like many assisted-living
providers, Balanced Care is having trouble paying its rent, due
in part to an increase in supply that grew faster than demand. A
Luxembourg-based investment firm owns more than 50% of the
company.

According to its SEC filing, Balanced Care's March 31, 2002
balance sheet shows a total shareholders' equity deficit of
about $22 million.


BRIMINGHAM STEEL: Delaware Court Fixes August 12 Claims Bar Date
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware fixed
August 12, 2002 as the Claims Bar Date for creditors of
Birmingham Steel and its debtor affiliates to file their proofs
of claim or be forever barred from asserting that claim.

To be considered timely filed, all claims must be received by
Bankruptcy Services LLC on or before 4:00 p.m. on August 12.

Certain types of claims are excluded from the claim-filing
deadline:

     a) claims that are not listed on the Debtors' Schedules of
        Liabilities as disputed, contingent or unliquidated;

     b) claims that are properly filed with the Clerk of the
        Court or BSI against the correct Debtor;

     c) claims that are allowable as an expense of
        administration in these cases;

     d) claims allowed by this Court arising from the rejection
        of an executory contract or unexpired lease;

     e) claims on account of common stock r other equity
        interest in the Debtors; and

     f) employees' claims for unpaid wages, salaries,
        commissions, severance or benefits.

The Debtors will publish notice of the Bar Date in the national
edition of The Wall Street Journal and The Birmingham News.

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


BRIDGE INFORMATION: Resolves Claim Dispute with Hughes Network
--------------------------------------------------------------
Scott Greenberg, Esq., at Sandberg, Phoenix & von Gontard, in
St. Louis, Missouri, relates that Hughes Network Systems is a
provider of broadband satellite network solutions for businesses
and consumers. Bridge Information Systems, Inc., and its debtor-
affiliates, and Hughes entered into a DirecPC Professional
Services Data Network Agreement.  Under the DirecPC Agreement,
Mr. Greenberg states that Hughes agreed to provide the Debtors
with satellite services and the Debtors agreed to pay for it.  
The Satellite Services included the delivery of stock ticker
updates in a continuous multicast data stream to the Debtors'
remote end-user clients and the Debtors' data center in St.
Louis, Missouri.

Mr. Greenberg tells the Court that despite Hughes' postpetition
provision of Satellite Services under the DirecPC Agreement, the
Debtors failed and refused to pay for the postpetition services
rendered.  "The Debtors owe Hughes a total of $701,406 plus
interest, late charges, attorneys' fees and costs for
postpetition Satellite Services provided," Mr. Greenberg says.

Mr. Greenberg asserts that the administrative expense claim
should be recognized as actual and necessary costs of preserving
the Debtors' estate.  "All postpetition Satellite Services
provided for the Debtors and their estate benefited them by
preserving the value of their estate, supporting efforts to sell
and dispose of the assets of their estate in the context of a
going concern and in generating postpetition accounts
receivables," Mr. Greenberg points out.

                     Settlement Agreement

In order to resolve the dispute between Hughes and the Debtors,
the Plan Administrator, Scott P. Peltz, and Hughes have agreed
to a Settlement Agreement And Mutual Release.

The salient terms of the agreement are:

  (i) the Plan Administrator will allow Hughes' $526,058
      administrative expense claim without offset, defense or
      counter-claim, and the Plan Administrator will pay Hughes
      in immediately available funds on or before July 13, 2002;

(ii) the Plan Administrator will allow Hughes' $2,040,643
      unsecured claim without offset, defense or counter-claim,
      and the Plan Administrator will pay the unsecured claim
      according to the terms of the Second Amended Joint Plan of
      Liquidation;

(iii) in consideration of the payment and the mutual covenants
      and agreements, Hughes releases and acquits the Debtors
      from all claims, demands, causes of action, obligations,
      expenses, costs, and liabilities, related to the DirecPC
      Agreement or the Motion;

(iv) the Plan Administrator releases and acquits Hughes from
      all claims, demands, causes of action, obligations,
      expenses, costs, and liabilities, related to the DirecPC
      Agreement or the Motion; and

  (v) the parties agree to fully cooperate to effect the
      agreement and to execute all additional documents, and to
      undertake any additional actions that may be necessary in
      order to effectuate the terms, conditions and intent of
      this Agreement. (Bridge Bankruptcy News, Issue No. 32;
      Bankruptcy Creditors' Service, Inc., 609/392-0900)   


CD WAREHOUSE: Must Raise New Funds to Meet Current Obligations
--------------------------------------------------------------
Tuesday, CD Warehouse (OTC Bulletin Board: CDWI) issued a
financial update.  Two elements or forces have combined since
November 2001 that threaten the longevity of the Company.  
First, the Company's lender, GE Capital Corporation, amended the
loan agreement covenants and reappraised the Company's
inventory.  As a result of the covenant modifications and
inventory reappraisal, borrowing availability under the loan was
reduced by an aggregate of $1,000,000.00.

Second, a number of the Company's franchisees have commenced
legal proceedings seeking termination of their franchise
agreements.  In conjunction with these proceedings these
franchisees have ceased making royalty payments. In addition, a
number of franchisees are awaiting royalty payments pending
resolution of this litigation.  As of June 30, 2002 the unpaid
royalties were $460,000.00.

As of June 30, 2002, the Company did not have any borrowing
availability under the loan.  Furthermore, last week, an
additional $175,000.00 was unexpectedly garnished in
satisfaction of an outstanding judgment.

The combination of these events has intensified the need for a
substantial capital injection to meet the Company's current
debts and obligations.  The Company does not have any
arrangements to obtain additional capital funding. Various
financing alternatives are being pursued.  However, there is no
assurance that any capital funding will become available to the
Company on a timely basis or on favorable terms.

CD Warehouse, Inc. franchises and operates retail music stores
in 35 states, the District of Columbia, England, Thailand,
Guatemala, Canada and Venezuela under the names "CD Warehouse,
"Disc Go Round", "CD Exchange" and "Music Trader".  CD Warehouse
stores buy, sell and trade pre-owned CDs, DVDs and games with
their customers, as well as sell a full complement of new
release CDs.  Company information is available at
http://www.cdwarehouse.com


CENTRAL GARDEN: S&P Affirms BB- Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's revised its outlook on Central Garden & Pet
Co., a manufacturer and distributor of lawn and garden and pet
supply products, to stable from negative after the company's
extension of its primary credit facility through July 2004 and
its progress toward transitioning to higher-margin branded
product sales from distribution sales.

At the same time, Standard & Poor's affirmed its double-'B'-
minus corporate credit rating. The Lafayette, California-based
company had $293 million of debt outstanding as of March 30,
2002.

"Since the termination of its distribution agreement with the
Scotts Company, the company has increased its focus on branded
name products. The transition has resulted in better operating
performance and credit measures," said Standard & Poor's analyst
Robert Lichtenstein.

Operating margins for the 12 months ended March 30, 2002, rose
to 9.9% from 7.0% in the comparable period of 2001, while EBITDA
coverage of interest expense improved to 3.6 times, from 2.5x.
Liquidity is provided by a $125 million revolving credit
facility (which has been reduced from $200 million due to lower
borrowing requirements) and $105 million of lines of credit
through the company's subsidiaries.

Although the company holds good market positions in certain
product lines, competitors such as The Scotts Co. and The Hartz
Mountain Corp. have much better brand name recognition than
Central Garden & Pet. This is significant because customer
choice is based on brand name recognition as well as quality,
value, and price.

Central's improved profitability and credit measures resulting
from its progress toward transitioning to higher-margin brand
product sales from distribution sales provide support for the
rating. However, the company is challenged by the intense level
of competition in the brand lawn, garden, and pet products
businesses and is vulnerable to its seasonality. The outlook
also considers acquisition risk as the company expands its brand
product portfolio.


CHIVOR SA: Look for Schedules and Statements on October 21, 2002
----------------------------------------------------------------
Chivor S.A. E.S.P., sought and obtained approval from the U.S.
Bankruptcy Court for the Southern District of New York to extend
its time period to file comprehensive Schedules of Assets and
Liabilities, and its Statements of Financial Affairs.  The Court
gives the Debtor until October 21, 2002 to file its Schedules
and Statement and otherwise comply with 11 U.S.C. Sec. 521(1)
and Rule 1007 of the Federal Rules of Bankruptcy Procedure.

In the event that the Debtor's Prepackaged Plan is confirmed
before October 21, 2002, the Court rules that the requirement to
files Schedules and Statement will be waived permanently.

The Debtor is a corporation (sociedad anonima) and public
services enterprise organized and existing under the laws of the
Republic of Colombia and is the fourth largest electric power
generator in Colombia. The Company, which owns the third largest
hydroelectric power generator station, located in east central
Colombia filed for chapter 11 protection on July 6, 2002. Howard
Seife, Esq., and N. Theodore Zink, Jr., Esq., at Chadbourne &
Parke LLP represent the Debtor in its restructuring efforts. As
of May 30, 2002, the Debtor listed $588,624,000 in assets and
$349,376,000 in debts.


COMDISCO: Secures Okay to Sell Certain Assets to CLIX Network
-------------------------------------------------------------
Comdisco, Inc., and its debtor-affiliates obtained the Court's
authority to sell their interest in certain assets to CLIX
Network, Inc.

Felicia Gerber Perlman, Esq., at Skadden, Arps, Slate, Meagher &
Flom, in Chicago, Illinois, informed the Court that the Debtors
entered into an agreement with Clickradio, Inc., wherein the
Debtors:

    (i) lend Clickradio $3,000,000 in subordinated debt; and

   (ii) extend a credit line of $1,500,000 for equipment lease
        financing.

The Debtors and CLIX Network entered into an agreement wherein
the Debtors will sell to CLIX the assets for more than twice the
amount of their credit bid.  Ms. Perlman provides the salient
terms of the agreement as:

  (i) the Purchase Price at the closing date for the assets
      would be equal to:

      (a) $1,980,000 by wire transfers of immediately available
          United States funds; plus

      (b) $500,000 in the form of 3-year subordinated, secured
          promissory note; plus

      (c) warrants exercisable for $500,000 of capital stock of
          CLIX.

(ii) the proposed sale will include all of the Debtors' right,
      title and interest in the assets. (Comdisco Bankruptcy
      News, Issue No. 31; Bankruptcy Creditors' Service, Inc.,
      609/392-0900)   


CONTOUR ENERGY: Directors Conklin and Davidson Resign from Board
----------------------------------------------------------------
Contour Energy Co., announced that its two outside directors,
John J. Conklin, Jr., and Ralph P. Davidson, have tendered their
resignations from the Company's Board of Directors. Prior to the
two resignations, the Company's four member Board unanimously
approved the resolution authorizing yesterday's filing of the
Joint Plan of Reorganization under Chapter 11 of the Bankruptcy
Code.

The Company has been diligently working with the majority
holders of both its senior secured notes and its senior
subordinated notes to restructure and substantially reduce its
debt load. The outcome of that effort is the Plan of
Reorganization filed with the court yesterday. The Company has
strived to negotiate a plan fair to all its stakeholders and
hopes the bankruptcy process will proceed without major
obstacles. Kenneth R. Sanders, President and CEO, commented, "We
greatly appreciate Bud's and Ralph's unwavering support for
management during this arduous process, and thank them for their
many years of tireless dedication to serving the Company and its
Board."

The Company has eliminated the vacancies created by these two
resignations and no longer has any outside directors. The
Company does not expect any outside directors to be added to the
Board at this time, and, as debtors and debtors in possession,
will continue to manage and operate its assets and businesses
subject to the supervision and orders of the bankruptcy court.

Contour Energy Co., is engaged in the exploration, development,
acquisition and production of natural gas and oil.

Contour Energy Co., common stock is traded on the OTC Bulletin
Board under the symbol CONC.OB.


CONTOUR ENERGY: Signs-Up Porter & Hedges as Bankruptcy Counsel
--------------------------------------------------------------
Contour Energy Co., and its debtor-affiliates ask the United
States Bankruptcy Court Southern District of Texas to approve
their retention of Porter & Hedges, LLP as Legal Counsel.  
John F. Higgins, Esq., will act as attorney in charge of
Contour's chapter 11 cases.

The Debtors first retained Porter & Hedges in April of 2001.
Porter & Hedges has rendered legal services to Contour and its
affiliates in connection with, among other things, general
corporate matters, securities offerings and securities law
filings, property acquisitions, contractual relationships,
litigation, employment, ERISA and benefits matters, the
restructuring of senior and subordinate debt, pending disputes
with third parties, and general legal advice. The Debtors
believe that Porter & Hedges' continued retention is in the best
interests of the Debtors, their estates and creditors.

Porter & Hedges is expected to:

     a) render legal advice with respect to Debtors' rights
        and duties as debtors in possession and continued
        business operations;

     b) assist, advise and represent the Debtors in analyzing
        Contour's capital structure, investigating the extent
        and validity of liens, cash collateral stipulations or
        contested matters;

     c) assist, advise and represent the Debtors in
        postpetition financing transactions;

     d) assist, advise and represent the Debtors in the
        formulation of a joint disclosure statement and plan of
        reorganization and to assist the Debtors in obtaining
        confirmation and consummation of a joint plan of
        reorganization;

     e) assist, advise and represent the Debtors in any
        manner relevant to preserving and protecting the
        Debtors' estates;

     f) investigate and prosecute preference, fraudulent
        transfer and other actions arising under the Debtors'
        bankruptcy avoiding powers;

     g) prepare on behalf of the Debtors all necessary
        applications, motions, answers, orders, reports, and
        other legal papers;

     h) appear in Court and to protect the interests of the
        Debtors before the Court;

     i) assist the Debtors in administrative matters;

     j) perform all other legal services for the Debtors
        which may be necessary and proper in these proceedings;

     k) assist, advise and represent the Debtors in any
        litigation matter;

     l) continue to assist and advise the Debtors in general
        corporate and other matters previously described in this
        Application; and

     m) provide other legal advice and services, as requested
        by the Debtors, from time to time.

Porter & Hedges' customary hourly rates are:

          Partners                     $300 - $420
          Associates/Staff Attorneys   $180 - $230
          Legal Assistants/Law Clerks  $ 90 - $105

Contour Energy Co., a company engaged in the exploration,
development acquisition and production of oil and natural gas,
filed for chapter 11 protection on July 15, 2002.  John F.
Higgins, IV, Esq., and Porter & Hedges, LLP represents the
Debtors in their restructuring efforts. When the Company filed
for protection from its creditors, it listed $153,634,032 in
assets and $272,097,004 in debts.


COVANTA ENERGY: CIBC Asks Court to Enforce Final DIP Order
----------------------------------------------------------
Canadian Imperial Bank of Commerce is the agent for the Canadian
Loss Sharing Lenders, all of whom are parties to the prepetition
credit agreement titled, "Revolving Credit and Participation
Agreement" dated March 14, 2001, among Covanta Energy
Corporation, certain of its Subsidiaries, Bank of America, N.A.,
as administrative agent, co-arranger and co-book runner, and
Deutsche Bank AG, New York Branch, as documentation agent, co-
arranger and co-book runner.  The parties also executed the
Intercreditor Agreement.

Kathrine A. McLendon, Esq., at Simpson Thatcher & Bartlett, in
New York, relates that Prepetition Credit Agreement provides
that:

  (a) the Revolving Lenders agreed to extend certain credit
      facilities to the Borrowers for the purpose of, among
      other things, providing financing for working capital and
      general corporate purposes, including the provision of
      letters of credit and the funding of permitted
      investments;

  (b) the Pooled Facility Lenders agreed to purchase
      participations in the credit exposures of each of the
      Pooled Facility Lenders under the Pooled Facilities;

  (c) the Pooled Facility Lenders and the Opt-Out Facility
      Lenders agreed to cause the maturities of each of the
      Facilities to occur on may 31, 2002;

  (d) the Lenders agreed to adopt certain common covenants
      under the Pooled Facilities and the Opt-Out Facilities;
      and

  (e) an intercreditor arrangement would be established among
      the various groups of Lenders.

Pursuant to the terms of the Intercreditor Agreement, on April
29, 2002, Canadian Imperial sent a loss sharing payment notice
to the Collateral Agent, directing them to take into account,
inter alia, the conversion of the Designated Letters of Credit
to Tranche B Letters of Credit in calculating the Repayment
Shortfall.  The Loss Sharing Payment Notice also directed the
Collateral Agent to calculate the Repayment Shortfall as of the
date of the Final DIP Order was entered by the Court.

Mr. McLendon recalls that under the Final DIP Order, the Tranche
C Facility provides the funding mechanism for the loss sharing
arrangements among the lenders under the Intercreditor
Agreement. The Final DIP Order also provides that all
obligations under the Tranche C Facility are Prepetition Secured
Obligations owing to the Prepetition Lenders and have the same
priority as the reimbursement obligation in respect to the loss
sharing payments required to be made under the Intercreditor
Agreement.

Accordingly, Canadian Imperial asks the Court to:

  (a) enforce and interpret the provisions of the Final
      DIP Order that the roll-up and conversion of the
      Designated Letters of Credit under the Prepetition Credit
      Agreement to Tranche B Letters of Credit under the DIP
      Agreement constitute a reduction in the unfunded exposure
      of the Pooled Facility Lenders under the Pooled
      Facilities by the same amount and thus entitle the
      Canadian Loss Sharing Lenders to a loss sharing payment
      based on the roll-up and conversion in accordance with
      the formula provided in the Intercreditor Agreement; and

  (b) confirm that the resulting amount of the Tranche C
      Loan to the Debtors is the same as the amount of the loss
      sharing payment to the Canadian Loss Sharing Lenders in
      respect thereof.

Mr. McLendon states that confirmation of the treatment of the
Designated Letters of Credit as rolled-up Tranche B Letters of
Credit, with rights and priorities not shared by the prepetition
letters of credit is necessary to initiate the process that will
result in the calculation of the Tranche C Loans owed by the
Debtors.  "For the amount of the Tranche C Loans to be made to
the Debtors under the DIP Agreement to be quantified, the
correct amount of the loss sharing payment to the Canadian Loss
Sharing Lenders under the Intercreditor Agreement must first be
determined," Mr. McLendon says.  Moreover, Mr. McLendon adds,
determining the correct amount of the Tranche C Loans is
consistent with the establishment of an early bar date to
formulate a Plan and commence negotiations with their
constituencies.

Mr. McLendon explains that the roll-up of the Designated Letters
of Credit under the Prepetition Credit Agreement to Tranche B
Letters of Credit under the DIP Agreement caused a reduction in
the unfunded exposure of the Pooled Facility Lenders under the
Pooled Facilities.  Accordingly, the converted Tranche B Letters
of Credit:

  (a) give rise to the right to a loss sharing payment in favor
      of the Canadian Loss Sharing Lenders based upon the
      corresponding reduction in exposure of the Pooled
      Facility Lenders, and

  (b) result in the creation of a Tranche C Loan to the Debtors
      in the same amount.

"The Collateral Agent has advanced an interpretation of the
Tranche B Facility that is antithetical to what the DIP
Agreement, the Interim Order and the Final Order unequivocally
provide," Mr. McLendon reports.  The Collateral Agent asserts
that the Tranche B Letters of Credit are mere continuations of
the prepetition letters of credit while the DIP Agreement and
the Final DIP Order describe the prepetition letters of credit
as terminated and converted to letters of credit having the
benefits of postpetition liens and claims.

Mr. McLendon believes that the Collateral Agent's position is
prejudicial to the rights of the Canadian Loss Sharing Lenders
under the Intercreditor Agreement and the Prepetition Credit
Agreement.  Mr. McLendon adds that the Debtors are also
prejudiced because the amount of the Tranche C Loans cannot be
accurately quantified if the loss sharing payment the Canadian
Loss Sharing Lenders do not properly give effect to the
bargained-for rights of all the parties. (Covanta Bankruptcy
News, Issue No. 9; Bankruptcy Creditors' Service, Inc., 609/392-
0900)   


DESA HOLDINGS: US Trustee Appoints Unsecured Creditors Committee
----------------------------------------------------------------
The United States Trustee appoints a 5-member Official Unsecured
Creditors Committee in DESA Holdings Corp.'s chapter 11 cases.
The creditors appointed to the Committee are:

     1. HSBC Bank
        10 E. 40th Street, 14th Floor
        New York, NY 10016
        Attn: Russ Paladino
        Tel: 212-525-1324, Fax: 212-525-1366;

     2. Barclays Bank PLC/Barclay Capital, Inc.
        222 Broadway, New York, NY 10038
        Attn: Jason Koh
        Tel: 212-412-2653, Fax: 212-412-1706;

     3. HYI Investments, LLC
        2 N. Riverside Plaza, Suite 600
        Chicago, IL 60606
        Attn: Marc D. Hauser
        Tel: 312-466-3556, Fax: 312-454-0335;

     4. Shinn Fu Company of America, Inc.
        10939 N. Pomona Avenue
        Kansas City, MO 64153
        Attn: Stephen B. Sutton, Esq.
        Lathrop & Gage
        Tel: 816-460-5526, Fax: 816-292-2001; and

     5. SIT USA
        8100 G Arrowridge Blvd.
        Charlotte, NC 28273
        Attn: Rudy Lee Blank
        Tel: 704-522-6325, Fax: 704-522-7945.

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.


ELCOM INT'L: Applying for Transfer to Nasdaq SmallCap Market
------------------------------------------------------------
Elcom International, Inc. (Nasdaq: ELCO), a leading
international provider of remotely-hosted eProcurement
Marketplace solutions, intends to apply to transfer its current
stock listing from the Nasdaq National Market to the Nasdaq
SmallCap Market.  Under the procedures to apply for such
transfer, Elcom has until August 12, 2002 to initiate such
request and will have approximately three months thereafter to
meet the minimum listing requirements.  Elcom has decided that
it is in its best interest to apply for this transfer.

Robert J. Crowell, Elcom International's Chairman and CEO,
stated, "We have reduced our expenses and cash outlays
significantly, and even with no revenues from any new clients,
we can now expect to fund our operations through 2002 without a
capital infusion. During this time, the Company believes it will
be better served by extending its participation in Nasdaq by
applying to transfer its public listing to the Nasdaq's SmallCap
Market."

Mr. Crowell further stated, "I believe that Elcom is better
positioned for a strategic partner/investor now than it was
three or four months ago and I am confident that the revenues
and cash flow from our existing client base, which is expected
to exceed $5 million this year, creates a basic value foundation
for the Company. We are currently in discussions with multiple
potential strategic partners and/or investors and although the
economic environment is difficult, our prospective sales
pipeline is significant and can only be accelerated by a capital
infusion."

The Company's common stock currently trades on the Nasdaq
National Market. The closing bid price of the Company's common
stock has been below $1.00 per share since April 1, 2002, and on
May 14, 2002, the Company received notice from Nasdaq that, for
continued listing on the Nasdaq National Market, the Company is
required to comply with the $1.00 minimum bid requirement for
ten consecutive trading days by August 12, 2002 or be subject to
delisting from the Nasdaq National Market. Alternatively, the
Company may apply to transfer its common stock to the Nasdaq
SmallCap Market, assuming approval of its transfer application
to the SmallCap Market. The Company believes that it currently
meets all of the listing requirements of the Nasdaq SmallCap
Market, with the exception of the $1.00 minimum bid price
requirement. If the Company's stock listing is transitioned to
the Nasdaq SmallCap Market, the Company will have 180 calendar
days from May 14, 2002 to satisfy the minimum bid requirement
for ten consecutive trading days.

For detailed information on elcom's PECOS(TM) technology and
optional Dynamic Trading functionality, please visit its Web
site at http://www.elcominternational.com/products.htm  

Elcom International, Inc. (Nasdaq: ELCO), operates two wholly-
owned subsidiaries: elcom, inc., a leading international
provider of remotely-hosted eProcurement and Private
eMarketplace solutions and Elcom Services Group, Inc., which is
managing the transition of the recent sale of certain of its
assets and customer base.  elcom, inc.'s innovative remotely-
hosted technology establishes the next standard of value and
enables enterprises of all sizes to realize the many benefits of
eProcurement without the burden of significant infrastructure
investment and ongoing content and system management. PECOS
Internet Procurement Manager, elcom, inc.'s remotely-hosted
eProcurement and eMarketplace enabling platform was the first
"live" remotely-hosted eProcurement system in the world.
Additional information can be found at
http://www.elcominternational.com


ENRON CORP: Settles Turbine Purchase Dispute with Mitsubishi
------------------------------------------------------------
Enron Brazil Power Holding XVIII Ltd., a Cayman corporation is
an indirect wholly owned subsidiary of Enron Corporation.  It is
not a debtor in these cases.

In December 2000, Enron Brazil entered into an Amended and
Restated Purchase Agreement with Mitsubishi Heavy Industries
Ltd., a Japanese corporation for the purchase of two M501F gas
turbines and associated auxiliaries.

At the same time, Martin A. Sosland, Esq., at Weil, Gotshal &
Manges LLP, in New York, tells the Court, Enron Brazil and
Mitsubishi also entered into a second Amended and Restated
Purchase Agreement for the purchase of two additional M501F gas
turbines and associated auxiliaries.

Mr. Sosland relates that Enron Brazil was identified as the
purchaser of the Units and was responsible to Mitsubishi for
purposes of performing all obligations.  However, Mr. Sosland
notes that each Purchase Agreement referred to an unidentified
entity as the "Owner" to mean the special purpose project
company that was to own the power station(s) in which the Units
were to be installed.

According to Mr. Sosland, the "Owners" referred to in the
Purchase Agreements are Enron Brazil Turbines I Ltd. for Units 1
& 2, and Enron Brazil Turbines II Ltd. for Units 3 & 4.  Mr.
Sosland explains that Turbines I and Turbines II are off-balance
sheet vehicles wholly owned by Enron Brazilian Power Development
Trust, a Delaware business trust indirectly owned by certain
third-party investors unaffiliated with Enron.

Enron Brazil secured financing of its turbine purchases through
an Amended and Restated Credit Agreement dated December 20, 2000
among the Owner Trust, Westdeutsche Landesbank Girozentrale, New
York Branch, as lender agent, and various lenders.

"In addition to liens against Enron Brazil's interest in the
Units and in the Purchase Agreements, the Lenders are cross-
collateralized by certain power development projects in South
America in which other Enron-related non-debtor entities have
interests," Mr. Sosland says.

The non-debtor Enron-affiliated entities' obligations under the
Related Projects are supported by Enron guarantees.  Mr. Sosland
points out that the Related Projects are currently financially
viable, and represent a valuable ongoing asset of certain
affiliates of the Debtors.

All components of Units 1 & 2 delivered prior to December 2,
2001 have been physically delivered to Westdeutsche on behalf of
the Lenders, as a result of Enron's Chapter 11 petition and
default under the Credit Agreement.

To secure the performance of Enron Brazil's obligations under
the Units 1 & 2 Purchase Agreement and the Units 3 & 4 Purchase
Agreement, Enron executed two Parent Guarantees in favor of
Mitsubishi.

Pursuant to the Units 1 & 2 Purchase Agreement, Enron Brazil has
paid $59,472,288 prior to the Petition Date, with a $20,000,312
balance remaining.  On the other hand, Enron Brazil has paid
$27,048,320, with a remaining balance of $45,474,720.

As a special purpose vehicle, Mr. Sosland says, Enron Brazil has
relied entirely on the Lenders' funding to make the payments.

When Enron filed for bankruptcy, Mitsubishi sought assurances of
payment from Enron Brazil for the remaining balances.  But Enron
Brazil never did.  As a result, Mitsubishi sent a notice of
cancellation of the Purchase Agreements on January 16, 2002 to
Enron Brazil.

Now, Enron, Mitsubishi, Enron Brazil, Westdeutsche, the Lenders
and certain other related parties wish to bury the hatchet by
entering into a Settlement Agreement.  The principal terms of
the Settlement Agreement are:

  a. Promptly after the Effective Date, the Lenders shall pay
     Mitsubishi $6,000,000 which will be applied against the
     remaining purchase price for Units 1 & 2;

  b. The parties will acknowledge that the Purchase Agreements
     were validly cancelled pursuant to Mitsubishi's notice of
     cancellation;

  c. Mitsubishi shall deliver the remaining components of Units
     1 & 2 to Turbines I;

  d. Mitsubishi shall credit from amounts previously paid under
     the Units 3 & 4 Agreement, the sum of $14,000,312 as
     payment for the balance of the purchase price owing under
     the Units 1 & 2 Agreement;

  e. Turbines I and Mitsubishi shall enter into a Turbines
     Purchase Agreement (Units 1 & 2) and a Spare Parts Supply
     Agreement relating to Units 1 & 2, covering all prospective
     obligations, rights and performances with respect to Units
     1 & 2;

  f. Mitsubishi shall retain all payments made with respect to
     Units 3 & 4, which have not been otherwise applied to Units
     1 & 2, and shall retain all work in progress (including any
     completed component parts) with respect to Units 3 & 4,
     without further claim from any party to the Settlement
     Agreement;

  g. The Parent Guarantees shall be terminated;

  h. Mitsubishi will have a right to a sliding sales commission
     to the extent it assists in marketing Units 1 & 2; and

  i. All parties will grant mutual releases in favor of the
     other parties to the Settlement Agreement.

Mr. Sosland notes that the Settlement Agreement will extinguish
any obligations related to the Parent Guarantees, thereby
benefiting Enron's estate and its creditors.  "Due to certain
cross-collateralization rights of the Lenders against the
Related Projects, the Settlement Agreement will also indirectly
benefit the non-debtor affiliates of Enron having an interest in
the Related Projects," Mr. Sosland adds.

By this Motion, the Debtors ask the Court for an order pursuant
to Bankruptcy Rule 9019 approving the Settlement Agreement.  The
Debtors further ask the Court to determine that:

  (i) the Additional Payment shall be deemed made for value
      received under the Settlement Agreement and not as a
      payment on account of antecedent debt;

(ii) the payments and all other consideration received and to
      be received by Mitsubishi under the Settlement Agreement
      shall be deemed received for fair consideration and
      reasonably equivalent value;

(iii) in the event of a sale or other disposition of Units 1 or
      2, Turbines I shall be authorized to distribute and shall
      distribute any sale proceeds up to and including
      $6,000,000 to Westdeutsche and the Lenders upon the
      closing of any sale or disposition, as reimbursement
      for the Additional Payment made by the Lenders; and

(iv) the entry of an order is without prejudice to the right of
      Westdeutsche and the Lenders to demand immediate payment
      of any and all proceeds from the sale or other disposition
      of Units 1 or 2. (Enron Bankruptcy News, Issue No. 36;
      Bankruptcy Creditors' Service, Inc., 609/392-0900)

Enron Corp.'s 9.125% bonds due 2003 (ENRN03USR1), DebtTraders
says, are trading around 11.5. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRN03USR1


ENRON CORP: Asks Court to Reconsider Swidler Payment Order
----------------------------------------------------------
Enron Corporation, and its debtor-affiliates contend that
reconsideration of the Order denying payment for Swidler's
representation of the Debtors' present and former employees in
connection with the Enron Corp.'s Examiner's investigation and
court-ordered civil discovery is warranted.

Martin J. Bienenstock, Esq., at Weil, Gotshal & Manges LLP, in
New York, asserts that the Order created a negative impact.  For
example, Mr. Bienenstock notes, the Examiner has expressed
concern that Swidler's absence will terminate his ability to
have informal discovery, will compel a compulsory process, and
will increase the cost and expense of his investigation.

According to Mr. Bienenstock, the examiner's investigation
implicates the same concerns as the governmental investigations.
"Any witness, including one who has not committed and is not
accused of wrongdoing, needs counsel in a governmental
investigation," Mr. Bienenstock says.  Indeed, Mr. Bienenstock
believes that a witness who speaks to an investigator without
counsel present is at a greater risk of being charged with false
statements, perjury, or obstruction of justice, even if innocent
of these or any other crimes and substantive wrongdoings.  Mr.
Bienenstock illustrates that a simple, innocent mistake, like
forgetting a detail or recalling something incorrectly, can lead
to a charge.  Even if an investigator ultimately decides not to
charge a witness with obstruction, perjury, or false statement,
Mr. Bienenstock says, the mere possibility that it could
investigate that witness to consider a charge, which happens
with some frequency, is reason enough for innocent witnesses to
proceed with caution.  Mr. Bienenstock points out that the
government has made abundantly clear through its prosecution of
Arthur Andersen that it takes obstruction of justice and related
crimes seriously.

Mr. Bienenstock emphasizes that representation by counsel can
protect a witness against the danger of being charged with any
wrongdoing.  Mr. Bienenstock explains that counsel can properly
prepare a witness to speak in interviews or investigations.   
For example:

  (a) counsel can review relevant documents and help the witness
      refresh his or her recollection;

  (b) counsel can force the witness to think about transactions
      and events in the context of applicable legal issues and
      statements made by others, thereby helping to focus the
      witness and facilitate accurate, detailed, comprehensive,
      comprehensible, and relevant responses to the
      investigator's questions;

  (c) counsel can advise a witness not to speculate, which is
      often misinterpreted, and can lead investigators to
      consider false statement, perjury, or obstruction charges.

Furthermore, Mr. Bienenstock continues, the presence of counsel
at an interview with an investigator can:

    (1) protect a witness against misinterpretations,

    (2) clarify speculation versus fact,

    (3) provide yet another written record of the interview
        (especially if not transcribed or under oath),

    (4) clarify often confusing questions, and

    (5) identify and prompt the correcting of misstatements.

Mr. Bienenstock adds that counsel can help promote the candid
and accurate provision of information by the witness by
alleviating the witness's concerns about the potential
ramifications of discussing these topics with the investigators
or of being incorrect and by ensuring that the witness's
statements are adequately explained and understood in context.

Mr. Bienenstock observes that these issues have been at the
forefront of U.S. current events.  "Innocent, mere witnesses in
this case have been confronted, for months, with clear
indications that anyone associated with Enron will be subjected
by investigators to the highest scrutiny," Mr. Bienenstock
notes. For example, Mr. Bienenstock says, the government
prosecuted and obtained a conviction against Arthur Andersen for
obstruction of justice, although that case did not involve any
allegations of "substantive" improprieties.  Two weeks ago, Mr.
Bienenstock recounts, the government charged three individuals
with crimes relating to Enron.  It is clear that the
government's investigations are both active and very public, Mr.
Bienenstock remarks.  "Innocent witnesses recognize
appropriately that they must have counsel to protect their
interests," Mr. Bienenstock says.

According to Mr. Bienenstock, the Examiner's investigation is
significantly impeded due to the Employees' refusal to meet with
the Examiner and his representatives, and the Debtors have not
yet been able to produce a witness in response to the May 15
Order.  "It is clear that without the authorization to pay
Swidler for representing current and former employees in
connection with these two matters, at the very least, the
situation will not improve," Mr. Bienenstock contends.

Thus, the Debtors urge Judge Gonzalez to reconsider his decision
and approve the payment of Swidler's subsequently approved
applications for representing Enron employees in connection with
the Enron Corp.'s Examiner's investigation and court-ordered
civil discovery. (Enron Bankruptcy News, Issue No. 36;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ETHYL CORP: S&P Withdraws B+ Corporate Credit Rating
----------------------------------------------------
Standard & Poor's withdrew its single-'B'-plus corporate credit
rating on Ethyl Corp. at the company's request. Richmond,
Virginia-based Ethyl is a manufacturer and marketer of fuel and
lubricant additives products.

                    Rating Withdrawn

                    Ethyl Corporation   

                                     To         From

    Corporate credit rating          N.R.       B+


EXIDE TECH: U.S. Trustee Balks at Blackstone Engagement Terms
-------------------------------------------------------------
Based on Exide Technologies's Application and the accompanying
Affidavit of Arthur B. Newman in support of the Application,
Mark S. Kenney, Esq., informs the Court that the UST does not
object per se to the employment of Blackstone Group.  However,
the UST objects to specific terms and conditions of the proposed
engagement.

The UST complains that:

A. The Application seeks approval of an agreement with
   Blackstone which provides for a flat monthly advisory fee of
   $200,000. The fee is payable regardless of actual benefit
   provided to the Debtors, together with a contingent,
   declining scale "Transaction Fee" which starts at 1% of the
   first $500,000,000 of Consideration received from the sale or
   disposition of the Debtors' core assets or the Debtors'
   stock, plus a flat Restructuring Fee of $10,000,000 upon the
   effective date of a plan of reorganization supported by the
   Debtors.

   * If a sale or all or substantially all of the Debtors'
     assets or stock occurs in a single transaction in
     connection with a Restructuring, Blackstone will receive a
     Restructuring Fee but not a Transaction Fee.

   * Under all other circumstances involving both asset or stock
     sales and a Restructuring, Blackstone will be entitled to
     both Transaction Fees and the Restructuring Fee.

B. As presently structured, no portion of the Monthly Fees paid
   will be credited against the Transaction or Restructuring
   Fees.  The full amount of any Monthly Fees should be credited
   against any Transaction or Restructuring Fees payable to
   Blackstone.

C. The Blackstone engagement is terminable on 30 days' notice by
   either the Debtors or Blackstone.  However, the Blackstone
   engagement letter contains a "tail" provision whereby
   Blackstone will be entitled to receive Transaction Fees and a
   Restructuring Fee for any Transaction or Restructuring
   consummated within 12 months after termination unless the
   engagement has been terminated because of Blackstone's gross
   negligence or willful misconduct.

   * The tail provision appears to make the Transaction and
     Restructuring Fees payable to Blackstone regardless of that
     firm's contribution in causing or procuring any Transaction
     or Restructuring, regardless of whether it was the Debtors
     or Blackstone that terminated the engagement, and
     regardless of whether the Debtors are required to
     compensate any other professional persons for their role in
     causing or procuring a Transaction or Restructuring after
     termination of the Blackstone engagement.

   * While the potential for payment under a tail provision is
     not out of the question, such a payment should not be made
     if a post-termination Transaction or Restructuring is
     caused or procured by a professional other than Blackstone,
     especially if the other professional is or may be entitled
     to compensation in connection with the Transaction or
     Restructuring.  The estate should not be exposed to the
     risk of having to pay multiple fees for a single result.

D. The Transaction and Restructuring Fees would be payable to
   Blackstone regardless of the actual benefit, if any, provided
   to the estates.  Under the terms of the proposed engagement,
   an asset sale that produces a worse result than an immediate
   Chapter 7 liquidation, or a plan of reorganization that
   produces one dollar more than creditors would receive in a
   piecemeal Chapter 7 liquidation, would entitle Blackstone to
   its "contingent" Transaction and/or Restructuring Fees.
   Indeed, it appears that Blackstone would be entitled to
   collect these fees even if the payment of those fees would
   result in creditors receiving less than they would receive
   in an immediate Chapter 7 liquidation.

   * No success fee of any kind should be payable to Blackstone
     except upon demonstration of value added to the estates,
     and the fee should not under any circumstances exceed the
     demonstrable added value.  The estates should be enriched,
     not impoverished, by the engagement of Blackstone.

E. The Application seeks pre-approval, subject to review only
   under the improvidence standards of 11 U.S.C. Section 328(a),
   of the entire proposed fee arrangement.  Indeed, the
   engagement letter specifically requires the Debtors to use
   their best efforts to obtain a retention order from this
   Court that is "subject to the standard of review provided in
   Section 328(a) of the Bankruptcy Code and not subject to any
   other standard of review under Section 330 of the Bankruptcy
   Code.

   * Such pre-approval is premature.  Review, consideration and
     approval of Blackstone's fees should be deferred until the
     conclusion of these cases when the efficacy of Blackstone's
     services can be evaluated upon application to the Court for
     payment, with opportunity for all parties in interest to
     comment on or object to the application.

   * Limiting review of Blackstone's fees to the standard
     provided by Section 328(a) improperly shifts the burden of
     proof to any party in interest who might object to
     Blackstone's fees.  In addition to developments which are
     not presently capable of being anticipated but which would
     render the terms of Blackstone's engagement improvident,
     there a number of developments which are presently
     capable of being anticipated.

   * The Court should not deprive itself of future discretion by
     entering what is in essence a final compensation order at
     the commencement of Blackstone's engagement.  Blackstone
     should be required to satisfy its burden of proof under 11
     U.S.C. Section 330 when it applies for compensation, and
     should not be permitted to use 11 U.S.C. Section 328(a) to
     circumvent that burden.

F. The engagement letter annexed to the Application requires the
   Debtors to indemnify Blackstone for any claims made against
   Blackstone excepting only those claims which are finally
   judicially determined to have resulted directly from
   Blackstone's bad faith, gross negligence or willful
   misconduct.

   * Blackstone's request for indemnification appears
     inconsistent with the Bankruptcy Code, applicable notions
     of bankruptcy professionalism, and public policy.  Indeed,
     such a request is inconsistent with Blackstone's obligation
     to be and to remain disinterested.  Even the threat of a
     claim against Blackstone for which it might seek indemnity
     directly pits Blackstone's interests against the interests
     of the estate.

   * The indemnification provisions should be stricken in their
     entirety and no indemnification should be approved by the
     Court for Blackstone's benefit at any time during this
     proceeding. (Exide Bankruptcy News, Issue No. 7; Bankruptcy
     Creditors' Service, Inc., 609/392-0900)

Exide Technologies' 10% bonds due 2005 (EXDT05USR1) are quoted
at a price of 15 cents-on-the-dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=EXDT05USR1
for real-time bond pricing.


EXODUS: Says Customers Not Affected by Latest Akamai Maneuver
-------------------------------------------------------------
Customers of the Cable & Wireless (NYSE: CWP) business formerly
known as Digital Island, are not affected by U.S. District Court
Judge Rya W. Zobel's action to grant Akamai Technologies Inc.,
an injunction against Cable & Wireless' defunct, original
version of its content-delivery-network (CDN) technology.

"The injunction ruling is a legal technicality about a legacy
part of the CDN that was abandoned some time ago and our
customers will not be impacted," said Chris Albinson, chief
strategy officer for Exodus, a Cable & Wireless Service, the
organization formed with the integration of Digital Island with
the Exodus business. "Exodus will continue business as usual
delivering fast, secure, guaranteed and global services without
interruption."

A month ago, the judge upheld a Dec. 21 jury verdict
invalidating all key claims of U.S. Patent 6,108,703, which the
Massachusetts Institute of Technology (MIT) licenses to Akamai
as the basis for its content-delivery products. Both the judge
and jury have found the Cable & Wireless business formerly known
as Digital Island first invented Internet CDN technology.

The judge also ruled that Akamai must pay Cable & Wireless the
cost of some attorney fees. This trial is one aspect of what
is expected to be a multi-year effort to protect Cable &
Wireless' intellectual property and defend its status as the
first inventor of CDN technology. The company expects to appeal
any adverse decisions affecting its intellectual property to the
Federal Circuit Court of Appeals and to continue to pursue
patent protection covering its CDN technology with the PTO.
(Exodus Bankruptcy News, Issue No. 21; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

DebtTraders says that Exodus Communications Inc.'s 11.625% bonds
due 2010 (EXDS10USR1) are trading at about 5.75. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=EXDS10USR1
for real-time bond pricing.


FAIRFIELD MANUFACTURING: S&P Withdraws B- Corporate Rating
----------------------------------------------------------
Standard & Poor's withdrew its single-'B'-minus corporate credit
rating on gears and gear systems producer Fairfield
Manufacturing Co., Inc., at the company's request. As of March
31, 2002, Lafayette, Indiana-based Fairfield had about $176
million in debt securities and preferred stock outstanding.


FEDERAL-MOGUL: Receives Rights to Market TRW Chassis Products
-------------------------------------------------------------
Federal-Mogul Corporation (OTC Bulletin Board: FDMLQ) and TRW
Inc., announced a strategic agreement through which Federal-
Mogul will retain exclusive rights to market, package and
distribute TRW branded chassis products within the North
American replacement parts industry. Subject to approval by the
U.S. Bankruptcy Court in Wilmington, Delaware, the agreement
represents an extension of a long-term supply and license
arrangement for TRW branded chassis parts dating to 1992.

Among the existing customers to be serviced under the new
agreement will be TRW Autospecialty, part of TRW Automotive's
aftermarket business. The TRW branded chassis program will be
launched with TRW Autospecialty as soon as possible, according
to Jay Burkhart, vice president, marketing, Federal-Mogul.

"TRW is a very well known and respected brand of OE-replacement
chassis components," Burkhart said. "We are excited to relaunch
the TRW chassis program within the North American aftermarket
and look forward to developing a wide range of new strategic
market opportunities for this strong brand."

Peter Lake, vice president and general manager, planning and
business development and parts and service for TRW Automotive,
said: "We are confident Federal Mogul will do an excellent job
in servicing the replacement market with the TRW branded product
line. Our TRW Autospecialty unit looks forward to offering an
expanded and aggressive TRW chassis program."

Federal-Mogul is a global supplier of automotive components and
sub- systems serving the world's original equipment
manufacturers and the aftermarket. The company utilizes its
engineering and materials expertise, proprietary technology,
manufacturing skill, distribution flexibility and marketing
power to deliver products, brands and services of value to its
customers. Federal-Mogul is focused on the globalization of its
teams, products and processes to bring greater opportunities for
its customers and employees, and value to its constituents.
Headquartered in Southfield, Michigan, Federal-Mogul was founded
in Detroit in 1899 and today employs 49,000 people in 24
countries. For more information on Federal-Mogul, visit the
company's Web site at http://www.federal-mogul.com

TRW Autospecialty is part of TRW Automotive's aftermarket
business, which delivers a comprehensive range of replacement
parts for braking, steering and suspension and clutch systems
covering passenger car, sport utility vehicle and light truck
applications. TRW Automotive is a world leader in braking,
steering and suspension systems, automotive electronics,
fastening systems, occupant safety systems, commercial steering
systems and engine components for the global automotive
industry.

Federal-Mogul Corporation's 8.8% bonds due 2007 (FEDMOG6),
DebtTraders says, are quoted at 19 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FEDMOG6for  
real-time bond pricing.


FLAG TELECOM: Court Okays Arthur Andersen-UK as Accountants
-----------------------------------------------------------
FLAG Telecom Holdings Limited, and its debtor-affiliates sought
and obtained authority from Judge Gropper to employ Arthur
Andersen UK to perform on-going accounting, auditing, tax
counseling and consulting services.

Richard M. Williams, a partner at AA UK, says the Firm has
audited the Debtors' financial statements since fiscal 1996 and
has performed the most substantial parts of the audits of the
FLAG Ltd. and FLAG Telecom Holdings Ltd. consolidated financial
statements since 1998.

AA UK is to merge into Deloitte & Touche under an agreement that
is still awaiting regulatory approval.

                        Scope of Services

The Debtors want to retain AA UK to:

    a. audit financial statements and assist in preparing and
       filing financial statements and disclosure documents
       required by the SEC and statutory and/or other regulatory
       authorities around the world;

    b. review unaudited quarterly financial statements of the
       Debtors as required by applicable law or regulations, or
       as requested by the Debtors;

    c. provide tax consulting and preparation services
       (including transfer pricing studies);

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

    e. assist the Debtors and other financial professionals,
       retained by the Debtors, with the preparation of its
       business plan on a collaborative basis so as not to be
       duplicative in efforts or expense;

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

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

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

    i. attend meetings and assist in discussions with the
       creditors' committee, the U.S. Trustee, and other
       interested parties, to the extent requested by the
       Debtors;

    j. consult with the Debtors' management on other business
       matters relating to its chapter 11 reorganization
       efforts; and

    k. assist with such matters as the Debtors' management or
       legal counsel and AA UK may agree from time-to-time.

                         Compensation

Kees van Ophem, Secretary and General Counsel of FLAG Telecom
Holdings Ltd., says the Debtors agree to pay AA UK its customary
hourly rates:

                                  Actual        Illustrative
                                  Pound Rates   USD equivalents
                                  -----------   ---------------
Partners/Principals              435 - 604     $620 - 860
Managers/Directors               283 - 498     $400 - 710
Seniors/Associates/Consultants   147 - 276     $210 - 390
Staff/Analysts                   81 - 130      $115 - 185

Within the one-year period before the Debtors' Chapter 11 cases
were filed, Andersen Worldwide received compensation of
approximately Pound 920,000 ($1,300,000) from the Debtors, Mr.
Williams says.

                        Disinterestedness

Mr. Williams says AA UK does not hold interest adverse to the
Debtors or their estates for the matters for which AA UK is to
be employed. He assures the Court that the Firm will conduct an
ongoing review of its files to ensure that no conflicts or other
disqualifying circumstances exist or arise. If any new facts or
relationships are discovered, AA UK will supplement its
disclosure to the Court. (Flag Telecom Bankruptcy News, Issue
No. 12; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GLOBAL CROSSING: Turning to KPMG for Specific Tax Services
----------------------------------------------------------
Global Crossing Ltd., and its debtor-affiliates request that the
Court approve the retention and employment KPMG LLP to provide
specific and limited tax services, nunc pro tunc to May 20,
2002.

The Debtors want to retain and employ a discrete group of
individuals from KPMG LLP to perform a specific and narrow set
of tasks for a limited period of time.  In particular, the
Debtors seek to retain and employ Carol Conjura, partner in the
Washington D.C. office; Mark Hutchison, partner in the Woodland
Hills office; David Madden, principal in the Washington D.C.
office; and Andrew Gantman, senior manager in the Washington
D.C. office.

Mitchell C. Sussis, the Debtors' Corporate Secretary, relates
that prior to the Commencement Date, the Tax Advisors performed
a number of important tax-related services for the Debtors
including federal tax research and planning for the years 2000
and 2001.  Based on their work, the Tax Advisors became familiar
with the Debtors' complex tax structure and past transactions.
The Tax Advisors have also developed a unique insight into the
Debtors' tax planning and tax-related strategies and objectives.

Mr. Sussis believes that a taxpayer must obtain a tax opinion on
more complex transactions, particularly when the tax authorities
may disagree with its interpretation of the tax law, or when
available legal precedents are not entirely clear.  In addition,
obtaining a tax opinion supporting the position a taxpayer take
vis a vis its taxes will insulate the taxpayer from penalties
for any underpayment of taxes.

Prior to the Commencement Date, Mr. Sussis recounts that the Tax
Advisors advised the Debtors about providing several tax
opinions to the Debtors, related to the their 2001 federal tax
return.  In mid-May 2002, the Tax Advisors began drafting the
Tax Opinions for the Debtors.  The Debtors estimate that the tax
deductions supported by these Tax Opinions could result in
several million dollars in tax refunds from federal and state
governments.  The services of the Tax Advisors are thus
necessary to enable the Debtors to execute their duties as
debtors and maximize the value of their estates.

Mr. Sussis tells the Court that the Tax Opinions must be drafted
and reviewed by the Debtors before they file their 2001 Federal
Income Tax returns in July 2002.  Because the Tax Advisors
possess a unique familiarity with the Debtors' complex tax
structure and their tax planning goals, the Tax Advisors are in
the singular position to offer the Debtors these services by the
applicable deadline.  The Debtors represent that it would be
impracticable to retain other professionals to draft these tax
opinions, because there is not adequate time for other
professionals to familiarize themselves with the Debtors'
complex tax structure, tax history, and tax-related objectives.

Mr. Sussis assures the Court that the principals of KPMG
International serving as JPLs are members of KPMG-UK and KPMG-
Bermuda, and it is highly unlikely that there will be any
interaction between the KPMG LLP Tax Advisors and the JPLs.  To
further ensure that the Tax Advisors are isolated from the JPLs
or any KPMG LLP personnel performing work for the JPLs, KPMG LLP
has created ethical walls.  These walls will prevent any
communication or exchange of information related to these
Chapter 11 cases between the Tax Advisors and the JPLs and any
KPMG LLP personnel working with the JPLS.

Mark Hutchison, a partner of KPMG LLP, ascertains that the Firm
is a "disinterested person," as defined in Section 101(14) of
the Bankruptcy Code and that the partners, principal, manager,
and other employees of KPMG LLP do not have any connection with
the Debtors, their creditors, or any other party in interest, or
their respective attorneys.  However, KPMG LLP currently
performs or has previously performed accounting, tax advisory or
consulting services in matters unrelated to this Chapter 11 case
for these entities:

A. Professionals: Arthur Andersen, Blackstone Group LP,
   Debevoise & Plimpton, Ernst & Young LLP, Jaffe Raitt Heuer &
   Weiss, Nixon Peabody LLP, Weil Gotshal & Manges LLP, Willkie
   Farr & Gallagher, Shearman & Sterling, Milbank Tweed Hadley &
   McCloy LLP, PricewaterhouseCoopers LLP, Deloitte & Touche
   LLP, and Chanin Capital Partners L.P.;

B. Indenture Trustee: Manufacturers Hanover Trust Company;

C. Top Unsecured Creditors: Accenture, Aegon USA Investment
   Management LLC, Alcatel, Alltel, Anixter, AT&T, Bank of New
   York, Bell Atlantic, Bell South Corporation, Century
   Telephone, Chase Manhattan Bank, Cincinnati Bell Telephone,
   Cisco, Citizens Communications, Comp USA, Encompass, Frontier
   Communications, Frontline, Gotham Incorporated, Hartford
   Investment Management Corporation, Hartford Investment
   Services Inc., Hitachi Telecom USA Inc., JP Morgan Chase
   Bank, Juniper Networks, Kajima, Knights of Columbus, Level 3,
   Lucent Technologies Inc., Mastec North America Inc., MCI
   Telecommunications, MCSI, Media Partnership/Gotham, Mercer
   Consulting, Morgan Stanley Investment Management, Nationwide
   Insurance, Nortel Networks, Northwestern Mutual Life
   Insurance Company, Polycom, PPM America, Primus
   Telecommunications, Qwest, SBC Communications, Sonus Networks
   Limited, Sprint, Teachers Insurance and Annuity Association
   of America, Tekelec, Telcobuy.com, Tycom US Inc., U.S. Trust
   Company, United Telephone, Verizon Communications Inc.,
   Wilmington Trust Company, and Z Tel;

D. Strategic Partners: CISCO Systems Inc., EMC Corporation,
   Exodus Communications, Financial Fusion Inc., Hitachi Telecom
   (USA) Inc., Juniper Networks Inc., Lucent Technologies,
   Nortel Networks, PRC, Sonus Networks, Inc., and Swift;

E. Other Creditors: Banc One, Chase Manhattan Bank, Credit
   Suisse First Boston, PB Capital Corp., Wachovia Bank,
   Washington Mutual, Westdeutsche Landesbank, and Zurich
   Scudder Investments;

F. Underwriters and Agents: Deutsche Bank AG, CIBC Inc.,
   Canadian Imperial Bank of Commerce, Goldman Sachs Credit
   Partners L.P., Citicorp USA Inc., Merrill Lynch Capital
   Corporation, Salomon Smith Barney Inc., CIBC World Markets
   Corp., Deutsche Bank Securities Inc., Chase Securities Inc.,
   and West LB;

G. Significant Stockholders: Gary Winnick, Lodwrick M. Cook,
   Microsoft Corp., and Softbank Corp.;

H. Secured Creditors: ABN Amro Bank N.V., Aegon USA Inc.,
   Alliance Capital Management, Allstate Insurance, American
   Express Asset Management, Apollo Advisors, Bain Capital Inc.,
   Bank Leumi, Bank of America, Bank of China, Bank of Hawaii,
   Bank of Montreal, Bank of New York, Bank of Nova Scotia, Bank
   of Scotland, Bank of Tokyo Mitsubishi, Bank One, Bank United,
   Barclays, Bayerische Landesbank Giro, BHF, Chang Hwa
   Commercial Bank, CIBC Oppenheimer, Citibank, City National
   Bank, CoBank, Credit Lyonnais, Credit Suisse Asset
   Management, Cypress Tree Investment Management Inc., Dai Ichi
   Kangyo Bank Ltd., Deutsche Bank, Dresdner Kleinwort
   Wasserstein, Equitable Life Insurance, Erste Bank, First
   Union, Fleet BankBoston, Fuji Bank Ltd., General Electric
   Capital Corporation, General Reinsurance - New England Asset
   Management, Goldman Sachs & Co., Gulf International Bank,
   Hypo Vereinsbank, IBM Credit Corporation, IKB Capital
   Corporation, Imperial Credit Industries, Indosuez, Industrial
   Bank of Japan, ING Capital Advisors, Invesco, JP Morgan
   Chase, Katonah Capital, KBC Bank, Key Bank, LB Series Inc.,
   Lutheran Brotherhood High Yield, Merrill Lynch, Merrill Lynch
   Asset Management, Mitsubishi Trust & Banking Corp., Monument,
   Morgan Stanley Dean Witter, Oppenheimer Funds, Pacific
   Investment Management Company, Rabobank Nederland, Royal Bank
   of Canada, Scotia Capital, Scudder Investments, Stein Roe
   Farnham Inc., Sumitomo Trust & Banking Co., TCW, Textron
   Financial Corporation, Toronto Dominion Inc., UBS Warburg,
   Van Kampen, and West LB.

Mr. Hutchison accords that KPMG LLP will bill the Debtors on an
hourly-billing rate subject to a fee cap of $250,000 plus
applicable expenses for the Tax Opinions.  The customary hourly
rates for advisory services to be rendered by KPMG LLP are:

       Partners                                 $500 - $750
       Directors/Senior Managers/Managers       $375 - $475
       Senior/Staff Accountants                 $300 - $450
       Paraprofessionals                        $170 - $275

As of the filing date, Mr. Hutchison informs the Court that the
Debtors owed KPMG LLP $44,000 for work performed on behalf of
the Debtors.  If this Application is approved, KPMG LLP will
waive its claim against the Debtors' estates for these services.  
KPMG LLP also received $2,358,543 within the 90-day period
preceding the filing of the Debtors' Chapter 11 cases. (Global
Crossing Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

Global Crossing Holdings Ltd.'s 9.625% bonds due 2008 (GBLX3)
are trading at about 1.25, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GBLX3for  
real-time bond pricing.


GRAND COURT: Court to Consider Plan of Reorganization Today
-----------------------------------------------------------
                  UNITED STATES BANKRUPTCY COURT
                      DISTRICT OF NEW JERSEY

In re:                         :  Chapter 11
                               :  Case No. 00-32578 (NLW)
GRAND COURT LIFESTYLES, INC.,  :  NOTICE OF CONFIRMATION HEARING
                               :  AND OBJECTION DEADLINE
                  Debtor.      :  Hearing Date: July 18, 2002
                               :  Hearing Time: 10:00 a.m.

TO: ALL INTERESTED PARTIES

      PLEASE TAKE NOTICE that on or about April 23, 2002, this
Court entered an Order (i) determining treatment of certain
claims for notice and voting purposes, (ii) establishing a
record date and procedures for filing objections to the Plan,
and temporary allowance of claims, and (iii) approving
solicitation  procedures for confirmation of.

      PLEASE TAKE FURTHER NOTICE that in the Solicitation
Procedures Order, the Court set a hearing on confirmation of the
Debtors' First Amended Joint Plan of Reorganization of Grand
Court Lifestyles, Inc., for July 18, 2002 at 10 a.m. (Eastern
Standard Time).

     PLEASE TAKE FURTHER NOTICE that the Confirmation Hearing
may be continued from time to time by announcing such
continuance in open court and the Plan may be further modified,
if necessary, pursuant to 11 U.S.C. Sec. 1127 prior to, during,
or as a result of the Confirmation Hearing, without further
notice to parties in interest.

                   SILLS CUMMIS RADIN TISCHMAN EPSTEIN & GROSS    
                   Attorneys for the Debtor-in-Possession
                   One Riverfront Plaza
                   Newark, New Jersey 07102
                   (973) 643-7000
          

HARBISON-WALKER: Halliburton Stay Extended to September 18, 2002
----------------------------------------------------------------
Halliburton (NYSE: HAL) has reached agreement with Harbison-
Walker Refractories Company and the Official Committee of
Asbestos Creditors in the Harbison-Walker bankruptcy to
consensually extend the period of the stay contained in the
Bankruptcy Court's temporary restraining order until September
18, 2002.  The Committee has informed the Court that further
extensions are anticipated as long as negotiations proceed in a
constructive manner.  The Court's temporary restraining order,
which was originally entered on February 14, 2002, stays more
than 200,000 pending asbestos claims against Halliburton's
subsidiary Dresser Industries, Inc.   For more details on the
stay, Halliburton refers to its earlier press releases of June
4, 2002, May 20, 2002, February 22, 2002 and February 14, 2002.

Halliburton, founded in 1919, is one of the world's largest
providers of products and services to the petroleum and energy
industries.  The company serves its customers with a broad range
of products and services through its Energy Services Group and
Engineering and Construction Group business segments.  The
company's World Wide Web site can be accessed at
http://www.halliburton.com


IMP INC: Fiscal 2002 Revenues Plummet 25% to $23.4 Million
----------------------------------------------------------
IMP Inc., (Nasdaq:IMPXC) announced financial results for the
fiscal year ended March 31, 2002.

Revenues in fiscal 2002 decreased 25% to $23.4 million, from
$31.5 million in fiscal 2001.  However, the Company reported a
net profit of $131,000 for the fiscal year ended March 31, 2002,
an earning of 3 cents per share, compared to a loss of $6.55 per
share for the previous fiscal year.  A decrease in revenue from
foundry sales was the primary cause for the fiscal 2002 decline
in revenue.

Mr. Subbarao Pinamaneni, Chairman and CEO of IMP Inc., stated
"IMP Inc., was able to withstand the turbulent economic
downturn, the many internal financial pressures and inadequate
cash flow this past fiscal year, and despite the decline in
revenues, we are happy to report a financially sound report
card."

Mr. Pinamaneni was optimistic about the future noting, "the
restructuring and cost-cutting measures that we instituted have
certainly worked this past year and we will remain focused on
providing quality on-time delivery to our customers while
expanding our standard product portfolio. This will strengthen
our financial stability and growth."

IMP Inc., provides analog semiconductor solutions that power the
portable, wireless, and Internet driven computer and
communications revolution. From its ISO 9001 qualified wafer
fabrication plant in San Jose, California, IMP supplies
standard-setting power-management integrated circuit products
and wafer foundry services to communications and control
manufacturers worldwide.

For further information on the Company, please visit our Web
site at http://www.impweb.com  

Company headquarters are located at 2830 North First Street, San
Jose, California 95134-2071. Telephone 408-432-9100, Fax 408-
434-5904.

                         *     *     *

As previously reported, IMP, Inc., dismissed KPMG LLP as the
Company's independent accountants, effective June 12, 2002, by
choosing not to extend KPMG LLP's engagement as the Company's
independent accountants.

The report of KPMG LLP, dated August 6, 2001, on the Company's
financial statements for the fiscal year ended March 31, 2001
contained an explanatory paragraph that stated that "the Company
has suffered recurring losses from operations and has a net
capital deficiency that raise substantial doubt about its
ability to continue as a going concern." The Company's financial
statements for the fiscal year ended March 26, 2000 were audited
by PriceWaterhouseCoopers LLP. The audit of the Company's
financial statements for the fiscal year ended March 31, 2002
has not yet been completed, and the Company's Annual Report on
Form 10-K for the fiscal year ended March 31, 2002 has not been
filed yet. The decision to change independent auditors was
approved by the Board of Directors and the Audit Committee.


INSCI CORP: Files Tardy & Unaudited Form 10-K with SEC
------------------------------------------------------
INSCI Corp. (OTC Bulletin Board: INSS), a leading supplier of
Electronic Statement Presentment (ESP), Integrated Document
Archive and Retrieval Systems (IDARS) and Enterprise Report
Management (ERM) software, announced a profit for the 2002
fiscal year and its third consecutive profitable quarter with
the release of results for the fiscal year and fourth quarter
ended March 31, 2002.  The Company's returned focus on its core
operations and cost cutting measures resulted in significant
bottom line growth over the year-earlier periods.

President and CEO Henry F. Nelson commented, "Although fiscal
year 2002 was a challenging year not only for the Company, but
for technology-based companies in general, INSCI has emerged as
a stronger entity, both financially and operationally.  Through
our revised operating plan, we formalized product development
methodology, substantially reduced open customer support calls,
reduced the days sales outstanding and engaged our client base
which included the hosting of our first customer forum since
1998."

"During the year, we released several products to support the
Windows 2000 environment and increased the dependability and
scalability of our product offerings and are now positioned to
actively pursue additional strategic alliances," Nelson added.  
"For fiscal year 2003, we will focus on growth through business
alliances, the implementation of a direct sales model and
continued investments in programs that will increase revenues
and enhance shareholder value."

Revenues for the 2002 fiscal year's fourth quarter were $1.8
million with net income applicable to common shareholders of
$246,000.  This compares to revenues of $1.9 million with a net
loss of $2.7 million for the prior year period.  Product
revenues declined year-over-year as a result of operations that
have been discontinued or sold as the Company refocused on its
core competencies and as a result of the slowdown of the general
economy.

For the fiscal year ended March 31, 2002, revenues were $8.5
million with net income applicable to common shareholders of
$155,000.  Prior to preferred stock dividends, net income for
the 2002 fiscal year was $368,000.  This compares to revenues of
$10.0 million with a net loss applicable to common shareholders
of $17.8 million for the year-earlier period.  The fiscal year
2001 results include a non-recurring restructuring charge of
$8.9 million related to the Company's portal services strategy
and the closure of the InfiniteSpace.com subsidiary.

Gross margin as a percentage of sales improved for both the
fourth quarter and fiscal year as a result of the Company's
focus on its core products to 78.9 percent and 78.5 percent,
respectively, as compared to 54.7 percent and 58.4 percent for
the prior year periods.

During the fourth quarter and fiscal year, operating expenses
declined significantly to $1.0 million and $5.8 million,
respectively, as compared to $3.4 million and $13.9 million for
the year earlier periods.  The 2001 fiscal year operating
expenses exclude a non-recurring restructuring charge of $8.9
million.

In May, INSCI changed its independent auditor to New York City-
based Goldstein and Morris.  As a result, the Company received
an automatic a 60-day extension to report audited year-end
results.  The Company filed an unaudited Form 10K Monday with
the Securities and Exchange Commission.

INSCI Corp., is a leading-provider of highly scalable digital
document repository solutions that provide high-volume document
presentment, preservation, and delivery functions via networks
or the Internet.  Its award-winning products bridge value
documents with front-office mission critical and customer-
centric applications by web-enabling legacy-generated reports,
bills, statements and other documents.  The Company has
strategic partnerships and relationships with such companies as
Xerox and Unisys.  For more information about INSCI, visit
http://www.insci.com  For additional investor relations  
information, visit the Allen & Caron Inc Web site at
http://www.allencaron.com  

                         *    *    *

According to INSCI's Form 10KSB filing dated July 15, 2002,
INSCI had $412,000 of cash and working capital deficit of $6.2
million, at March 31, 2002, in comparison to $460,000 of cash
and working capital deficit of $6.9 million at March 31, 2001.
Accounts receivable were $1.3 million as of March 31, 2002
compared to receivables of $1.5 million as of March 31, 2001.

The Company has a deficiency in its financial statements in that
it has $8.0 million in liabilities and $2.2 million in assets.
This deficiency, unless remedied, can result in the Company not
being able to continue its business operations. The Company
believes that its current business plan, if successfully
implemented, may provide the opportunity for the Company to
continue as a going concern. However, in the event that
satisfactory arrangements cannot be made with creditors, the
Company may be required to seek protection under the Federal
Bankruptcy law.


ION NETWORKS: Deloitte & Touche Expresses Going Concern Doubt
-------------------------------------------------------------
ION Networks, Inc., designs, develops, manufactures and sells
infrastructure security and management products to corporations,
service providers and government agencies. The Company's
hardware and software products are designed to form a secure
auditable portal to protect IT and network infrastructure from
internal and external security threats. ION's infrastructure
security solution operates in the IP, data center,
telecommunications and transport, and telephony environments and
is sold by a direct sales force and indirect channel partners
mainly throughout North America and Europe.

Revenues for the year ended March 31, 2002 were $7,312,235 as
compared with revenues of $11,676,547 for the year ended March
31, 2001, a decrease of approximately 37%. This decrease is
attributable mainly to the reduction in the number of units sold
in fiscal 2002. The Company sold mostly the ION Secure 3000
series security appliances (formerly called the Sentinel 2000)
in both periods so there was no impact on revenue from a change
in product mix. The overall downturn impacting the information
technology and the telecommunications industry caused companies
to severely cut capital expenditures during fiscal 2002. The
Company's business historically has been dependent upon the
expansion of these company's networks and therefore the decrease
in revenues is a direct reflection of the environment in the
industries. The Company's unit sales volumes decreased by
approximately 1,100 units which contributed to approximately
$2.5 million of the revenue decrease year over year. The
Company's prices remained relatively consistent throughout most
of fiscal 2002 as compared to fiscal 2001. The Company's cost of
goods sold decreased to $3,484,132 for the year ended March 31,
2002 compared to $7,184,666 for the year ended March 31, 2001.
Cost of goods sold as a percentage of sales decreased from 61.5%
for the previous comparable fiscal period to 47.6% for this
fiscal period. The decrease is due to the impact of additional
provisions of approximately $1,549,099 that were established at
various points during fiscal 2001, to recognize slow moving
inventory. Without these reserves, cost of goods sold would have
been 48.3% of sales in fiscal 2001.

As a result of the Company's operating performance during the
first six months of FY2002, the Company, during the third
quarter of FY2002, announced the layoff of 17 employees to
reduce its overhead expenses. The Company recorded approximately
$217,467 of severance and termination related costs. Termination
benefits of approximately $214,000 were paid during the third
and fourth quarters of FY2002. All of the affected employees
have left the Company as of March 31, 2002. As of April 30, 2002
the remaining termination benefits of $3,467 were paid.

The Company had a loss before taxes of $6,905,015 for the year
ended March 31, 2002 compared to a loss before taxes of
$16,669,098 for the year ended March 31, 2001. The loss before
taxes improved primarily as a result of the Company's cost
reduction efforts and management's decision during year ended
March 31, 2001 to abandon certain products and technology
associated with the SolCom acquisition. At March 31, 2002 and
March 31, 2001 the Company had federal and state net operating
loss carryforwards of approximately $35.5 million and $27.4
million respectively. The expiration dates for its net operating
losses range from the years 2011 through 2022. The net loss for
the year ended March 31, 2002 was $6,929,379 compared to a net
loss of $16,676,666 for the prior fiscal year.

The Company's working capital balance as of March 31, 2002 was
$5,040,922 as compared to $6,918,057 at March 31, 2001. This
decline in working capital was due to continued operating losses
generated throughout fiscal 2002, which was partially offset by
$3,480,000 raised through the issuance of new shares in a
private placement of 4,000,000 shares of common stock at a price
of $0.87 per share.

The Company's consolidated financial statements were prepared on
the basis that it would continue as a going concern, which
contemplates the realization and satisfaction of liabilities and
commitments in the normal course of business. At March 31, 2002,
the Company had an accumulated deficit of $37,094,424 and
working capital of $5,040,922. It also realized net losses of
$6,929,379 for the year ended March 31, 2002 and $16,676,666 for
the year ended March 31, 2001. There is concer that its existing
working capital might not be sufficient to sustain its
operations.

Deloitte & Touche LLP, in its Report dated June 21, 2002, says
that "the Company's recurring losses from operations and its
difficulty in generating sufficient cash flow to meet its
obligations and sustain its operations raise substantial doubt
about its ability to continue as a going concern."


INTELLISEC: Auctioning-Off Ariz. & N. Carolina Units on July 30
---------------------------------------------------------------
Intellisec, a California based security integration firm, will
sell its Arizona and North Carolina divisions at bankruptcy
court auction on July 30, 2002 before Bankruptcy Judge John
Ryan, of the United States Bankruptcy Court for the Central
District of California.  

Intellisec is in the business of installing, servicing, and
monitoring fire, life safety, and security systems and sought
Chapter 11 protection on April 18, 2002.  The Arizona division,
based in Phoenix, provides products and services offered by
Intellisec including fire alarm systems, access control systems
for parking garages and office buildings, commercial security
systems, 24-hour centralized monitoring of fire and security
systems, electronic video recording services, police and
emergency services dispatching, and maintenance and repair of
fire and security systems.  The North Carolina division, based
in Charlotte, provides central station electronic video
monitoring services.  Subsequent to the sales, Intellisec will
have divisions in Northern and Southern California.

Balfour Capital Advisors, LLC has been engaged by Intellisec as
financial advisors and Chief Restructuring Officer.  As part of
its engagement, Balfour is responsible for selling the Arizona
and North Carolina operations.

Balfour Capital Advisors, LLC provides advisory services to
parties involved with highly leveraged companies and special
situations.  Balfour is able to provide unique capabilities,
including financial and operational restructuring and flexible
compensation structures that focus on success-fee formulas.  The
firm has seasoned professionals that specialize in turnaround
and financial advisory services, crisis management, capital
raising and investments, investment banking / M&A advice,
fairness and valuation opinions, accounts receivables
collections, and liquidations. This expertise spans across
various sectors including telecom, media, technology, food
service, aerospace, and general manufacturing.  

For more information about the sale of the Arizona and North
Carolina operations, contact Joseph E. Sarachek at Balfour
Capital Advisors, LLC, 620 Fifth Avenue, 7th Floor, New York, NY
10020.  Phone: (212) 489-6342, Fax: (212) 265-8049, or email:
jsarachek@balfournyc.com or eblum@balfournyc.com .  Visit the
Balfour Capital Web site at http://www.balfournyc.com


JAGGED EDGE MOUNTAIN: Auditors Raise Going Concern Doubt
--------------------------------------------------------
Jagged Edge Mountain Gear Inc., has incurred significant
recurring losses since inception. This, coupled with a shortage
of liquidity at April 30, 2002, raises substantial doubt about
its ability to continue as a going concern. On May 24, 2002 the
Company filed a voluntary petition for reorganization under
Chapter 11 of the federal bankruptcy laws in the United States
Bankruptcy Court for the District of Colorado under case number
02-17894-ABC. The Company's Management is currently operating
their business as debtors-in-possession pursuant to the
Bankruptcy Code. The Company decided to seek judicial
reorganization based upon a rapid decline in liquidity resulting
from below-plan catalog and wholesale sales and earnings
performance in the second and third quarters.

Management cites contributing factors included the economic
recession, the September 11, 2001 tragedy, anthrax mailings and
resultant mail slowdown, and difficulties in implementing a new
catalog mail order and warehousing distribution facility. Each
of the preceding, in Management's opinion had severe adverse
effects upon Company sales performance. As a debtor-in-
possession, the Company is authorized to continue to operate as
an ongoing business, but may not engage in transactions outside
the ordinary course of business without the approval of the
Court, after notice and an opportunity for a hearing. The
Company still requires significant additional financing to
satisfy outstanding obligations and continue operations. Unless
the Company successfully obtains suitable significant additional
financing there is substantial doubt about the Company's ability
to continue as a going concern.

Company operations for the three-month period ended April 30,
2002 as compared to the three months ended April 30, 2001
resulted in a net loss of approximately $314,659 as compared to
a net loss of $73,358 respectively for the comparative period.
Net loss per share for the comparative three-month periods was
$0.02 and $0.00, based upon weighted average shares outstanding
of 17,765,236 and 16,745,078 respectively. Net sales were
approximately $687,295 for the current three-month period ended
April 30, 2002 versus $689,962 for the three-month period ended
April 30, 2001.

Net sales for the nine-months ended April 30, 2002 were
approximately $1,787,053 versus sales of $2,948,241 for the
comparative period of 2001. A decrease in sales of $1,161,188.
Company operations for the nine-month period ended April 30,
2002 as compared to the nine-months ended April 30, 2001
resulted in a net loss of approximately $861,424 as compared to
a net loss of $360,900 respectively. Net loss per share for the
comparative nine-month periods ended April 30, 2002 and 2001 was
$0.05 and $0.02 respectively, based upon weighted average shares
outstanding of 17,692,685 and 16,743,039, respectively.
Management attributes the decreased sales over the nine-month
period to disappointing mail order sales results, significantly
reduced emphasis on wholesale customer sales, and reduced retail
store sales.

                 Liquidity and Capital Resources

During the nine months ended April 30, 2002, the Company's
current ratio declined to .53 as compared to .91 at July 31,
2001. Net working capital decreased $768,933 to a deficit of
$821,914 at April 30, 2002 from a deficit of $52,981 at July 31,
2001.


KEY TRONIC: Obtains Waiver of Default Under Financing Agreement
---------------------------------------------------------------
Key Tronic Corporation (Nasdaq:KTCC), announced that the
Company's lender, CIT Group/Business Credit, Inc., has signed an
amendment to its financing agreement that waives the Events of
Default occurring as a result of the Judgment Lien of $19.2
million in the matter of F&G Scrolling Mouse, LLC et. al. v. Key
Tronic Corporation. The waiver is conditioned upon the
continuation of the stay of execution of the Judgment granted by
the court on June 6, 2002, pending the outcome of Key Tronic's
appeal. The waiver enables Key Tronic to remain in compliance
with its financing agreement and draw on its credit facility,
while it continues to fulfill its current business obligations,
pursue new business opportunities and appeal the Judgment.

Key Tronic is a leading contract manufacturer offering value-
added design and manufacturing services from its facilities in
the United States, Mexico, Ireland and China. The Company
provides its customers full engineering services, materials
management, worldwide manufacturing facilities, assembly
services, in-house testing, and worldwide distribution. Its
customers include some of the world's leading original equipment
manufacturers. For more information about Key Tronic visit
http://www.keytronic.com


KMART: S&P Drops Credit Lease Series 1995-K3 & -K4 Ratings to D
---------------------------------------------------------------
Standard & Poor's lowered its ratings on two Kmart Corp.-related
credit lease series to 'D' from triple-'C'-minus and removed
them from CreditWatch negative, where they were placed on
January 15, 2002.

Kmart Corp. net leased 18 properties that secure the mortgage
notes that collateralized the transaction. Eight of the 18
leases were rejected in conjunction with Kmart Corp.'s
bankruptcy filing. This resulted in a shortfall of interest
payments to the certificateholders on the July 2002
distribution. The series 1995-K3 was shorted approximately $2.8
million, while series 1995-K4 was shorted approximately $1.6
million.

            Ratings Lowered and Removed From Creditwatch

                          Kmart Corp.

                                Rating
               Series       To          From
               1995-K3      D           CCC-/Watch Neg
               1995-K4      D           CCC-/Watch Neg

Kmart Corp.'s 9.875% bonds due 2008 (KMART18), an issue in
default, are quoted at 39 cents-on-the-dollar, DebtTraders says.
See http://www.debttraders.com/price.cfm?dt_sec_ticker=KMART18
for real-time bond pricing.


KMART CORP: S&P Drops Ratings on Series 1995-K1 & -K2 to D
----------------------------------------------------------
Standard & Poor's lowered its ratings on two Kmart Corp.-related
credit lease series to 'D' from triple-'C'-minus and removed
them from CreditWatch negative, where they were placed on
January 15, 2002.

At issuance, Kmart Corp. net leased 16 properties that secure
the mortgage notes that collateralized the transaction. Six of
the 16 leases were rejected in conjunction with Kmart Corp.'s
bankruptcy filing. This resulted in payment shortfalls to the
certificateholders on the July 2002 distribution. Series 1995-K1
was shorted approximately $1 million, while series 1995-K2 was
shorted approximately $1.5 million.

         Ratings Lowered and Removed From Creditwatch

                         Kmart Corp.

                                  Rating
                Series       To          From
                1995-K1      D           CCC-/Watch Neg
                1995-K2      D           CCC-/Watch Neg


KMART FUNDING: S&P Gives Default Ratings on Series F & G Bonds
--------------------------------------------------------------
Standard & Poor's lowered its ratings on Kmart Funding Corp.'s
series F and G to 'D' from triple-'C'-minus and removed them
from CreditWatch negative, where they were placed on Jan. 15,
2002.

At issuance, the bonds were secured by 24 mortgage notes. Kmart
Corp. net leased 24 of the properties that secured the mortgage
notes. Nine of the 24 leases were rejected in conjunction with
Kmart Corp.'s bankruptcy filing; another lease was assumed and
assigned, thus terminating Kmart Corp.'s obligation to make
rental payments on 10 leases. This resulted in interest payment
shortfalls to the certificateholders on the July 2002
distribution. Series F was shorted approximately $977,448, while
series G was shorted approximately $327,423.

          Ratings Lowered and Removed From Creditwatch

                     Kmart Funding Corp.

                                Rating
               Series       To          From
               F            D           CCC-/Watch Neg
               G            D           CCC-/Watch Neg


KNOLOGY: Prepares Prepackaged Chapter 11 to Effect Debt Workout
---------------------------------------------------------------
Knology, Inc., a facilities-based provider of bundled broadband
communications services to residential and business customers in
the southeastern United States, has reached an agreement in
principle with an informal committee of holders of notes issued
by Knology's subsidiary, Knology Broadband, Inc., on a
restructuring plan that would significantly reduce the Company's
debt. Broadband currently has outstanding $444.1 million
aggregate principal amount at maturity of 11-7/8% Senior
Discount Notes due 2007, of which Valley Telephone Co., Inc., a
wholly owned subsidiary of Knology, owns $64.2 million.
Including Valley, bondholders representing 79.4% of the
outstanding Old Notes have agreed to the terms of the
restructuring plan and to tender their Old Notes as part of the
restructuring.

In addition, both of the Company's senior secured lenders have
agreed to the terms of the restructuring plan, and certain
existing stockholders have committed to invest $39.0 million in
new equity of Knology contingent upon a successful
restructuring. The Company anticipates commencing an exchange
offer to effect the restructuring as soon as practicable.

Although Broadband is not required to make any cash interest
payments on the Old Notes until April 2003, the Company's board
of directors and management initiated discussions with the
informal noteholders committee with the goal of restructuring
the Company's debt on the most favorable terms possible. The
restructuring plan embodies Knology's commitment to the future
and will give the Company a stronger liquidity position and an
improved capital structure.

During the restructuring, the Company's operations will continue
uninterrupted, customer service will be unaffected, suppliers
will be paid in the ordinary course of business, and the
Company's current management team and employees will remain in
place.

With respect to reaching the agreement in principle, Rob Mills,
the Company's CFO, stated, "We are very pleased to announce our
restructuring plan which is intended to strengthen the
consolidated balance sheet and liquidity position of Knology.
When the plan is successfully implemented, Knology will be well-
positioned to continue adding customers and revenue as well as
maintain its focus on profitability."

The terms of the restructuring plan include the following:

     * Holders of Old Notes, other than Valley, with an
aggregate principal amount at maturity of Old Notes of $379.9
million, will be offered in exchange for their Old Notes an
aggregate of $193.5 million in principal amount of new 12%
Senior Notes due 2009 of Knology and shares of newly issued
convertible preferred stock representing approximately 19.3% of
Knology's outstanding shares of common stock, on an as-converted
basis, after giving effect to the restructuring plan. Of these
amounts, holders of Old Notes who are also existing stockholders
of Knology and who collectively own approximately $130.6 million
of Old Notes will be offered an aggregate of $47.3 million of
New Notes and approximately 14.4% of Knology's stock, and all
other holders of Old Notes (other than Valley), who collectively
own approximately $249.3 million of Old Notes, will be offered
an aggregate of $146.2 million of New Notes and approximately
4.9% of Knology's stock. Old Notes held by Valley will be
canceled contingent upon a successful restructuring.

     * Certain existing Knology stockholders will, subject to
completion of the restructuring, contribute approximately $39.0
million in cash in exchange for shares of Series C preferred
stock of Knology representing approximately 7.8% of the
outstanding shares of common stock, on an as-converted basis,
after giving effect to the restructuring plan.

     * All existing common and preferred stock of Knology would
remain outstanding and will represent approximately 72.9% of the
outstanding shares of common stock, on an as-converted basis,
after giving effect to the restructuring plan. Knology's
certificate of incorporation will be amended to authorize the
new preferred stock to be issued in the restructuring plan and
to modify the terms of the existing preferred stock in certain
respects.

     * The Company's senior secured lenders, Wachovia and
CoBank, have agreed, subject to the completion of the
restructuring, to modify their existing senior secured credit
facilities. Among other things, the modifications to the CoBank
facility will allow the borrowers under that facility to pay
dividends to Knology, which will provide additional capital to
help fund Knology's and Broadband's operations.

Each of the terms of the restructuring described above is a
condition of the restructuring and must be completed for the
restructuring to be effective. In addition, completion of the
Exchange Offer is subject to certain conditions, including the
exchange of 100% of the outstanding Old Notes (other than those
held by non-accredited investors), which condition may be waived
under certain circumstances.

As an alternative means of effecting the restructuring in the
event the conditions to completion of the Exchange Offer are not
met, Knology and Broadband also intend to solicit votes in favor
of a "prepackaged" plan of reorganization under the Bankruptcy
Code. Should this possibility occur, any such filing would
include only Broadband. Knology and the operating subsidiaries
of Knology and Broadband, including Interstate Telephone Company
and Valley, would not be debtors in the proceeding. The
implementation of this plan would be dependent on a number of
conditions typical of such transactions. It is expected that
Knology's business would continue to operate as usual, suppliers
would be paid in full, and employees would remain in place.

Credit Suisse First Boston Corporation acted as exclusive
financial advisor to Knology on the restructuring.

Houlihan Lokey Howard & Zukin Capital acted as exclusive
financial advisor to the informal committee of holders of Old
Notes.

The securities discussed in this news release as issuable
pursuant to the proposed restructuring plan will not be and have
not been registered under the Securities Act of 1933 and may not
be offered or sold in the United States absent registration or
an applicable exemption from registration requirements.

Knology and Broadband, headquartered in West Point, Georgia, are
leading providers of interactive voice, video and data services
in the Southeast. Their interactive broadband networks are some
of the most technologically advanced in the country. Knology and
Broadband provide residential and business customers over 200
channels of digital cable TV, local and long distance digital
telephone service featuring the latest enhanced voice messaging
services, and high speed Internet service, which enables
consumers to download video, audio and graphic files at fast
speeds via a cable modem. Broadband was initially formed in 1995
by ITC Holding Company, Inc., a telecommunications holding
company in West Point, Georgia, and South Atlantic Venture
Funds, and Knology was formed in 1998. For more information,
please visit our Internet site at http://www.knology.com  

Knology will file with the SEC a proxy statement on Schedule 14A
with respect to the solicitation of consents from holders of its
Series A preferred stock to approve the Charter Amendment.
Holders of Knology's Series A preferred stock are urged to read
the proxy statement and any other relevant documents filed with
the SEC, as well as any amendments or supplements to those
documents, when they become available, because they will contain
important information. When a proxy statement becomes available,
copies can be obtained, without charge, by directing a request
to: Knology, Inc., 1241 O.G. Skinner Drive, West Point, Georgia
31833 ((706) 645-8553). Holders will also be able to obtain a
free copy of the proxy statement when it is filed with the SEC,
as well as other filings containing information about Knology
and Broadband, at the SEC's Internet site at http://www.sec.gov.

Approval by Knology's stockholders of the proposed Charter
Amendment is a condition to completion of the restructuring
plan. Knology and its executive officers and directors may be
deemed to be participants in the solicitation of consents from
holders of Knology's Series A preferred stock with respect to
the approval of the proposed Charter Amendment. Information
regarding the executive officers and directors of Knology,
including their identity and a description of their direct and
indirect interests in Knology, are set forth in Knology's Annual
Report on Form 10-K, as amended, for the fiscal year ended
December 31, 2001, which is available at the SEC's Internet site
at http://www.sec.gov


LTV CORP: Dofasco Inc. to Acquire Ohio Automotive Tubular Assets
----------------------------------------------------------------
Dofasco Inc., is pleased to announce it has signed a Letter of
Intent to acquire an advanced automotive tubular manufacturing
and processing facility located in Marion, Ohio.

Dofasco will acquire the assets, formerly operated by
LTV/Copperweld, from a consortium of banks that own the assets.
The facility was constructed in 1999 at a cost of US $52
million. Dofasco will invest an undisclosed price reflecting the
nature of the situation to acquire 100 per cent of the assets
from creditors and LTV. There are a number of conditions that
must be met prior to closing, including bankruptcy court
approval and the satisfactory negotiation of a labour agreement.
Upon closing, the facility will be integrated with Dofasco's
existing tubular steel business.

"This is a targeted investment in the high value-added segment
of the automotive steel supply chain, and provides excellent
opportunity to expand our portfolio of innovations-based
solutions in automotive and other niche tubular markets," said
John Mayberry, Chair and CEO of Dofasco Inc. "This investment
will create strong value for Dofasco shareholders by integrating
this world-class facility into our leading strategy."

Dofasco currently has three tube mills: two in Hamilton,
Ontario, and one in Monterrey, Mexico, focused on the growing
market for tubing for hydroformed automotive applications. "This
facility will be highly complementary to our existing tubular
business. The addition of the Marion facility will mean we can
now provide value-added tubular products to customers in key
North American markets in Ontario, the US mid-west, and the
growing Mexican market," said Mayberry.

The Marion facility is QS9000 certified, includes two mills
(large diameter and small diameter), slitting operations,
storage, material testing labs and plant offices. The facility
also possesses bright annealing and dry film lube technologies.
The facility is capable of producing up to 150,000 tons of tube
per year and is strategically located in central Ohio, near
customers and sources of supply, as well as major transportation
routes.

Dofasco has grown its tubular business quickly since beginning
construction of its first facility five years ago, which helped
pioneer the large-scale production of large-diameter tubing for
hydroforming, working closely with key automotive customers.
With this acquisition, Dofasco will be capable of manufacturing
approximately 550,000 tons per year of value-added tubular
product.

The Hamilton and Mexico mills produce large-diameter tubes
suitable for use in the manufacture of hydroformed automotive
parts. Hydroformed automotive parts are manufactured by forming
lengths of steel tube into complex shapes by injecting fluid
into the tube under very high pressures. Such tubing is required
to have precise metallurgical characteristics. Hydroformed
tubing is used to replace several welded parts in the
traditional auto chassis and frame, reducing weight and costs,
while increasing strength and safety.

The Marion facility has the capability of manufacturing tubes
suitable for hydroforming and also produces additional, high
value-added automotive and non-automotive products, such as
small-diameter tubing, tubing for crossmembers, axles, prop
shafts, door intrusion beams, stabilizer bars, conveyor tubes
and tubes for other mechanical uses.

"The market for hydroformed tubing is growing rapidly," said
Mayberry. "We anticipate the North American market for tubes for
automotive applications will more than double by 2010.
Currently, Dofasco has a significant position in this market,
and we see great potential to capitalize on emerging growth
opportunities."

The Marion tube mill ceased operations on July 12, in accordance
with the process previously laid out by its creditors. Dofasco
expects to have the facility staffed and running by early fall
2002, provided the conditions for purchase can be satisfied.

"This is a modern facility that was run by good people. The
former employees are dedicated and capable," said Mayberry.
"People are the most important part of any company. Dofasco has
a history of employee relations based on mutual respect, shared
goals, shared rewards, and providing opportunity for growth. We
intend to bring this positive culture to the Marion plant."

Dofasco is a leading North American steel solutions provider.
Product lines include hot rolled, cold rolled, galvanized,
Extragal(TM), Galvalume(TM) and tinplate flat rolled steels, as
well as tubular products and laser welded blanks. Dofasco's wide
range of steel products is sold to customers in the automotive,
construction, energy, manufacturing, pipe and tube, appliance,
packaging and steel distribution industries.

DebtTraders says that LTV Corporation's 11.75% bonds due 2009
(LTV2) are quoted at 0.5 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=LTV2for  
real-time bond pricing.


LAIDLAW INC: Expects to Release Fiscal 2001 Results by July 29
--------------------------------------------------------------
Laidlaw Inc., announced it currently expects to release its
audited results for the fiscal year ended August 31, 2001 by
July 29, 2002. The announcement revises its prior expectation
regarding release of this information prior to July 15, 2002.
This delay is due to the time required to complete and audit the
financial statements.

In June 2001, Laidlaw Inc., and five of its subsidiary holding
companies - Laidlaw Investments Ltd., Laidlaw International
Finance Corporation, Laidlaw One, Inc., Laidlaw Transportation,
Inc., and Laidlaw U.S.A., Inc., filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in
the United States Bankruptcy Court for the Western District of
New York.  At the same time, Laidlaw Inc., and Laidlaw
Investments Ltd., filed cases under the Canada Companies'
Creditors Arrangement Act in the Ontario Superior Court of
Justice in Toronto, Ontario.  Laidlaw's plan of reorganization,
as filed, contemplates no distribution of value to holders of
Laidlaw's equity.

Consistent with its January 2002 announcement, in accordance
with OSC Policy 57-603, Laidlaw will continue to abide by the
provisions of the alternate information guidelines until it has
satisfied its financial statement filing requirements by making
required filings with the relevant securities regulatory
authorities throughout the period in which it is not in
compliance with such requirements.

Laidlaw Inc., is a holding company for North America's largest
providers of school and intercity bus transportation, municipal
transit, patient transportation and emergency department
management services.


MALDEN MILLS: Maintains Plan Exclusivity through August 14
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
granted Malden Mills Industries, Inc., and its debtor-
affiliates' motion to extend their exclusive periods.  The Court
grants the Debtors, through August 14, 2002, the exclusive right
to file their plan of reorganization and, until October 14,
2002, the exclusive right to solicit acceptances of that Plan.

Malden Mills Industries, Inc., a worldwide producer of high-
quality branded fabric for apparel, footwear and home
furnishings, filed for chapter 11 protection on November 29,
2001. Richard E. Mikels, Esq. and John T. Morrier, Esq. at
Mintz, Levin, Cohn, Ferris represent the Debtors in their
restructuring efforts.


MOBILE SERVICES: S&P Assigns B+ Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's assigned its single-'B'-plus corporate credit
rating to Los Angeles, California-based Mobile Services Group
Inc., parent of Mobile Storage Group Inc.  

Standard & Poor's also assigned its double-'B'-minus rating to
Mobile Storage's $150 million secured revolving credit facility,
maturing 2007 and guaranteed by Mobile Services; and its single-
'B' rating to Mobile Storage's $160 million senior unsecured
notes due 2009. These ratings replace those (including a double-
'B' corporate credit rating) assigned on May 2, 2002, in
anticipation of an intended IPO, which have been withdrawn. The
IPO, whose proceeds were to be used to reduce debt, was
postponed over the near to intermediate term. The outlook is
stable.

"Ratings on Mobile Services reflect its modest scale of
operations, small equity base, and relatively weak credit
measures" said Standard & Poor's credit analyst Betsy Snyder.
"However, a respectable market share and efficient operations
are positive features," the analyst noted. Mobile Services
provides portable storage solutions through the rental and sale
of portable storage containers, over-the-road trailers, and
portable office units in the U.S. and U.K.

The new bank facility rating is double-'B'-minus, one notch
higher than the corporate credit rating. The $160 million senior
secured facility matures in 2007. The revolving credit facility
is secured by first-priority liens on all property of the
company and its subsidiaries and all of the stock of Mobile
Storage and its subsidiaries. The borrowing base limits
borrowings to 85% of eligible accounts receivable, 90% of the
net orderly liquidation value of eligible container assets and
mobile office units, 70% of the orderly liquidation value of
eligible trailer assets, and 80% of the value of eligible
machinery and equipment. Financial covenants include a minimum
interest coverage ratio (to be determined); minimum fleet
utilization of 70%; a maximum leverage ratio of 5.75 times until
December 31, 2002, and 5.5x for each quarter thereafter; and
maximum capital expenditures of $20 million a year over the
2002-2004 period and $25 million a year over the 2005-2006
period. Standard & Poor's stressed the value of the collateral
to simulate a default scenario, and concluded that even under
such conditions the collateral value would be more than
sufficient to fully cover the bank facility. Therefore, Standard
& Poor's believes there is a strong likelihood of full recovery
of principal in the event of default or bankruptcy.

Privately held Mobile Services had intended to complete an IPO,
utilizing proceeds to reduce debt. However, due to weak market
conditions, the IPO was postponed for the near term. Instead,
the company will replace its existing bank facility with a new
one and issue public debt. As a result, the company's credit
profile is expected to remain constrained over the near to
intermediate term.

Mobile Services is expected to increase its cash flow over the
next several years. However, further acquisitions will likely
result in continued high debt levels, impeding any significant
improvement in its credit ratios. If the company were to
successfully complete an IPO, ratings would be reevaluated at
that time.


NATIONAL STEEL: Wants to Retain MB Valuation as Appraiser
---------------------------------------------------------
National Steel Corporation and its debtor-affiliates seek the
Court's authority to employ MB Valuation Services Inc. as their
real and personal property appraiser consultant effective nunc
pro tunc to April 10, 2002.

Mark A. Berkoff, Esq., at Piper Marbury Rudnick & Wolfe, in
Chicago, Illinois, relates that the professionals at MB
Valuation with primary responsibility for rendering appraisal
services to the Debtors include Allen Bealmear, Karen Milan,
David Collins, Jay Tonubbee and Willis Choate.  MB Valuation's
services are critical to the prosecution of these Chapter 11
cases, and MB Valuation has substantial expertise in this type
of work.

In addition, Mr. Berkoff states that other professionals at MB
Valuation may render services to the Debtors, on an as-needed
basis.  The Debtors may terminate the engagement letter at any
time.

MB Valuation is expected to provide these services:

  (i) Appraisal of real property under the Market Value concept
      including site inspection, research, data analysis and
      correlation for the Debtors' facilities located in:

      (a) Mishawaka, Indiana;

      (b) Ecorse, including the Michigan Steel Property and the
          Stinson Training Center and River Rouge, Michigan;

      (c) Granite City, Illinois, including the corporate
          office;

      (d) Portage, Indiana;

      (e) Canton, Michigan; and

      (f) Keewatin, Minnesota.

(ii) Appraisal of personal property located at the Facilities
      under various valuation methods;

(iii) Appraisal of Major Spares Inventory; and

(iv) Appraisal of certain additional real estate and personal
      property that the Debtors' deem necessary from
      time-to-time.

Mr. Berkoff tells the Court that MB Valuation shall be
compensated for their services:

  (i) For the appraisal of personal property, MB Valuation
      estimates a fee of $180,000 for four valuations, based on
      various valuation concepts;

(ii) For the appraisal of real property, MB Valuation estimates
      a fee of $120,000;

(iii) For the valuation of Major Spares Inventory, MB Valuation
      estimates a fee of $30,000; and

(iv) MB Valuation will be reimbursed for reasonable documented
      out-of-pocket expenses incurred in connection with
      providing the appraisals services including travel related
      expenses, computer processing, report preparation and
      miscellaneous costs including long distance, parking and
      delivery costs.

The Debtors believe that the fee structure is both fair and
reasonable in light of the types of services being provided.
Accordingly, MB Valuation will file applications for allowance
of their fees and expenses in respect of their services.

Allen Bealmear, the President of MB Valuation Services Inc., in
Dallas, Texas, asserts that the officers and employees of MB
Valuation do not have any connection with the Debtors, their
creditors or any other party in interest, or their respective
attorneys or accountants and do not hold or represent an
interest adverse to the estates.  Mr. Bealmear states that MB
Valuation is a "disinterested person" as defined under Section
101(14) of bankruptcy law. (National Steel Bankruptcy News,
Issue No. 11; Bankruptcy Creditors' Service, Inc., 609/392-0900)

National Steel Corp.'s 9.875% bonds due 2009 (NSUS09USR1) are
trading at about 36, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NSUS09USR1
for real-time bond pricing.


NATIONSRENT: John Hancock Seeks Sanctions for Noncompliance
-----------------------------------------------------------
John Hancock Leasing Corporation asks the Court to impose
sanctions based on NationsRent Inc.'s failure to comply with
Court Order compelling Discovery Responses.  In particular, John
Hancock requests the Court to prohibit the Debtors from offering
any evidence, testimonial or otherwise, about any maintenance
performed on John Hancock's Equipment above and beyond the
maintenance described in the records that the Debtors have
already produced as of July 3, 2002.

"Instead of providing an answer to Interrogatory No. 3, the
Debtors produced 176 pages of maintenance records, which the
Debtors represented to be all of the maintenance records for the
period covered by Interrogatory No. 3," complains Michelle
McMahon, Esq., at Connolly Bove Lodge & Hutz LLP in Wilmington,
Delaware.  Interrogatory No. 3 requires the Debtors to provide
information regarding the maintenance history of the Equipment
since Petition Date.

Ms. McMahon continues to say that, in many instances, these
maintenance records did not contain any information that would
permit John Hancock to determine the type of maintenance
performed and others merely stated "No history in Genysis."  The
maintenance account should include:

a. The date and nature of any maintenance performed on the
   Equipment; and,

b. Any repairs to the Equipment.

Ms. McMahon tells the Court that, instead of complying with the
initial Court Order to provide a full and complete response to
Interrogatory No. 3, the Debtors produced an additional 184
pages of maintenance records.  These additional maintenance
records were the same type of the 176-page documents previously
produced.

Ms. McMahon says that the Debtors did not explain where these
documents came from even though the Debtors earlier had
represented that they had produced all of their maintenance
records to John Hancock.  The Debtors, however, supplemented
their response to the interrogatory by stating that when the
maintenance records contained no specific information regarding
the type of maintenance performed, the maintenance "may include,
but [is] not limited to, in detail:

    * fueling;
    * greasing;
    * checking all fluid levels and other instruments and
      gauges;
    * oil and filter change;
    * air filter service;
    * fuel filter replacement;
    * replacement of missing or loose bolts;
    * check to ensure fire extinguisher is present and fully
      charged;
    * wash equipment;
    * lubricate all fittings; and,
    * engine and body repairs.

According to Ms. McMahon, as explained by the Debtors' counsel,
when the Debtors performed maintenance on the rented equipment,
they recorded those actions in paper work orders.  Information
would then be entered on the work orders into a computer system
known as the Genysis system.  A "No history in Genysis" entry
meant "generally" that no repair and or maintenance was
performed on the equipment during the relevant time period.  The
Debtors' counsel also warned the possibility that the Debtors
may have performed routine maintenance and inadvertently failed
to enter the maintenance into the system.

Ms. McMahon further claims that the Debtors' counsel stated that
Debtors would not produce the "paper" work orders regarding
maintenance for John Hancock 's Equipment, but would permit John
Hancock to go to each of the Debtors' 200 rental facilities and
search through the work orders itself.

Ms. McMahon finds the Debtors' response to Interrogatory No. 3
unacceptable and does not comply with the Court's Order
requiring a full and complete answer.  The Genysis computer
system also reflects that the Debtors have not performed any
maintenance on many pieces of John Hancock's Equipment.

"But the Debtors refuse to stipulate to this fact," Ms. McMahon
says.  "Instead, the Debtors intend to testify that maintenance
may have been done, despite the information contained in their
Genysis system." (NationsRent Bankruptcy News, Issue No. 15;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


NETWORK ACCESS: Committee Signing-Up Fox Rothschild as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the chapter 11
cases involving Network Access Solutions Corporation and NASOP,
Inc., want to retain Fox, Rothschild, O'Brien & Frankel, LLP as
its counsel.  The Committee tells the Court that Fox Rothschild
has considerable experience in matters of this nature and
believes that the firm is well qualified to perform the services
required.

Fox Rothschild will represent the Committee on:

     a) the Committee's investigation of the acts, conducts,
        assets, liabilities and financial condition of the
        Debtors and the operation of the Debtors' business, the
        desirability of the continuance of such business; and
        any other related matters;

     b) consultation with and supervision of the debtors-in-
        possession regarding administration of the cases;

     c) the Committee's participation in the formulation of a
        Plan of Reorganization; and

     d) the performance of such other services necessary or are
        in the interest of the Debtors' unsecured creditors.

Fox Rothschild's customary hourly rates are:

          Partners                 $150 to $500 per hour
          Associates and Counsel   $70 to $135 per hour

The attorneys principally designated to render services to the
Committee are:

          Hal L. Baume              $380 per hour
          Michael J. Viscount, Jr.  $315 per hour
          Francis G.X. Pileggi      $310 per hour
          Allison M. Berger         $280 per hour
          Teresa M. Dorr            $245 per hour
          Sheldon K. Rennie         $240 per hour

Network Access Solutions Corporation, provider of broadband
network solutions and internet service to business customers,
filed for chapter 11 protection on June 4, 2002. Bradford J.
Sandler, Esq. at Adelman Lavine Gold and Levin, PC represent the
Debtors in their restructuring efforts. When the Company filed
for protection from its creditors, it listed $58,221,000 in
assets and $84,946,000 in debts.


NEXTEL COMMS: Posts Improved Results for Second Quarter 2002
------------------------------------------------------------
Nextel Communications, Inc. (NASDAQ:NXTL), announced record
financial results for the second quarter of 2002 including the
company's first-ever achievement of positive net income.
Domestic revenues increased 25% to approximately $2.2 billion
and domestic operating cash flow increased 69% to a record $816
million over the same period last year. During the second
quarter, Nextel completed transactions that resulted in the
retirement of approximately $1.1 billion in debt and preferred
stock, and since June 30, Nextel has entered into agreements
with investors to repurchase an additional $400 million of its
indebtedness. Nextel added approximately 471,000 domestic
subscribers during the second quarter finishing the quarter with
approximately 9.64 million domestic subscribers.

"Strong customer demand for our unique and differentiated
services and a keen focus on operational and capital
efficiencies helped make this a breakthrough quarter for
Nextel," said Tim Donahue, Nextel's president and CEO. "We're
growing market share, attracting high value subscribers and
exceeding all expectations for incremental cash flow. This great
progress gave us the confidence to prudently invest our cash and
opportunistically reduce our indebtedness and preferred
securities by $1.5 billion in face amount. This significant
reduction will save Nextel about $2.5 billion over the next nine
years in foregone interest, principal and dividends. The
combination of accelerated cash flow, reduced expenditures and
the gain from our significant debt reduction activities
generated our first-ever positive quarterly net income. Nextel's
iDEN-based advantages are starting to pay off - and with the
help of Motorola - we are improving our network efficiency and
we have solid plans to further expand our Direct Connectr
service."

"Our operating strategies are working," said Jim Mooney,
Nextel's executive vice president and COO. "Customer revenue
remains strong due largely to enhanced usage and customer
retention is among the best in this competitive industry. More
importantly, we grew domestic quarterly cash flow by $333
million over last year. We are driving these results by
increasing revenue, scaling operating costs and reducing
equipment subsidies. These factors combined to produce a second
quarter cash flow margin of 40% - our best ever - and a ten
point improvement over last year. As we approach 10 million
customers on our domestic network, and our 10th anniversary of
Direct Connect, we expect to continue to benefit from our clear
differentiation and produce industry leading financial results."

Domestic revenue for the second quarter of 2002 grew by 25% to
$2.2 billion compared with $1.7 billion generated during the
second quarter of 2001. Nextel's average monthly service revenue
per domestic subscriber increased to $71, significantly higher
than other national wireless carriers, driven largely by greater
customer usage and changes in pricing plans. Nextel's customer
retention rate remained among the best in the industry with
customer churn holding flat at 2.1%. Domestic operating cash
flow (earnings before interest, taxes, depreciation and
amortization) was up 69% to $816 million in the second quarter
2002, compared with $483 million for the second quarter of last
year.

Nextel's consolidated net income attributable to common
stockholders during the second quarter was $325 million, or
$0.39 per share. Nextel's second quarter domestic operations
produced positive net income even when the results of NII
Holdings, the effect of the write-down of our investment in the
tower company SpectraSite Holdings, Inc., and the gain related
to debt and preferred stock exchange transactions are excluded.

                      Revised Guidance

"During the second quarter Nextel continued to build on our
track record of meeting or exceeding expectations," said Paul
Saleh, Nextel's executive vice president and CFO. "We are
realizing the benefits of our operational and financial
strategies earlier than expected and we have solid plans to
build on this progress and sustain this momentum. Assuming these
trends continue, we would expect operating cash flow for 2002 to
be at least $3 billion. We also expect our capital spending for
2002 to be $2 billion or less. Our confidence in the future
coupled with our strong liquidity position allowed Nextel to
take advantage of market opportunities and reduce our
indebtedness while enhancing financial flexibility for the
future."

As of June 30, 2002, Nextel retired nearly $1.1 billion in debt
and mandatorily redeemable preferred stock in exchange for
approximately 61 million newly issued shares of Class A common
stock and approximately $295 million in cash. Additionally,
since June 30, Nextel has entered into agreements to repurchase
approximately $400 million of debt in exchange for about $205
million in cash. This further reduction will result in a gain to
be reflected in the third quarter results. Taken together, these
negotiated transactions, totaling $1.5 billion in face amount,
will allow Nextel to avoid about $2.5 billion in total future
principal, interest, and dividend payments. Nextel may, from
time to time, as it deems appropriate, enter into similar
transactions which in the aggregate may be material.

Domestic capital expenditures were $448 million in the second
quarter of 2002, a decrease of 27% from the $616 million in the
second quarter of 2001. Total domestic system minutes of use on
the Nextel National Network increased 41% during the quarter
when compared with the same period in 2001 to approximately 18.2
billion total system minutes of use. Capital expenditures per
minute of use declined 48% over the second quarter last year.

During the second quarter, NII Holdings, Inc., currently a
substantially wholly-owned subsidiary, filed a voluntary plan to
restructure its obligations under Chapter 11 of the U.S.
Bankruptcy Code in the State of Delaware under an agreement in
principle with its main creditors. As result of the bankruptcy
filing, NII Holdings' financial results, unlike prior
presentations, are reflected in a single line item in accordance
with the equity method of accounting.

Nextel Communications, Inc., based in Reston, Virginia, is a
leading provider of fully integrated wireless communications
services and has built the largest guaranteed all-digital
wireless network in the country covering thousands of
communities across the United States. Nextel and Nextel
Partners, Inc., currently serve 197 of the top 200 U.S. markets.
Through recent market launches, Nextel and Nextel Partners
service is available today in areas of the U.S. where
approximately 230 million people live or work.

                         *   *   *

As reported in the March 21, 2002 edition of Troubled Company
Reporter, Fitch Ratings changed the Rating Outlook on Nextel
Communications Inc. to Negative from Stable. The Negative Rating
Outlook applies to Nextel's senior unsecured note rating of
'B+', the senior secured bank facility of 'BB' and the preferred
stock rating of 'B-'.

The Negative Rating Outlook reflects Fitch's concern of Nextel
fully executing its strategic objectives in 2002/2003 and
accelerating its operational performance improvement to meet
several challenges. While current financial and operating
performance is encouraging, the company must make steady
progress toward free cash flow positive by early 2004. This is
especially important due to a rapidly increasing debt service
beginning in 2003 that could put pressure on liquidity absent
strong cash flow progress. The company should also consider debt
pay-down as a priority as a means to enhance cash flow and
improve overall credit quality. Additional challenges for the
company include capital expenditure reductions without affecting
service quality, the competitive wireless pricing environment
and quarterly EBITDA requirements associated with its bank
covenants. These concerns are partially mitigated by Nextel's
adequate near-term liquidity position, which reflects $3.5
billion in cash at the end of 2001 and $1.5 billion remaining on
its bank facility, a unique and differentiated offering to
moderate pressure on ARPU and a high quality subscriber base.

Nextel Communications' 12% bonds due 2008 (NEXCOM4) are quoted
at about 50 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NEXCOM4for  
real-time bond pricing.


PANACO INC: Files for Chapter 11 Reorganization in Texas
--------------------------------------------------------
PANACO, Inc. (Amex: PNO), an oil and gas exploration and
production company, has filed a voluntary petition for relief
under Chapter 11 of the U.S. Bankruptcy Code.

Company President and Chief Executive Officer Ted Stautberg
said, "This action [is] taken to offer PANACO the most efficient
way to restructure its balance sheet and access new working
capital while continuing to operate in the ordinary course of
business. This action will also enable PANACO to pursue its
previously announced strategic alternatives, including a
possible sale or merger."

PANACO is an independent exploration and production company with
operations focused primarily offshore in the Gulf of Mexico and
onshore in the Gulf Coast Region.

PANACO operates approximately 75% of its offshore and onshore
wells as well as operates 12 offshore platforms and owns
interests in 109 miles of offshore oil and natural gas pipelines
greater than 10" diameter. The Company's daily production is
currently averaging 32 MMCFE.

PANACO, Inc., is an independent oil and gas exploration and
production company focused primarily on the Gulf of Mexico and
the Gulf Coast Region. The Company acquires producing properties
with a view toward further exploitation and development,
capitalizing on state-of-the-art 3-D seismic and advanced
directional drilling technology to recover reserves that were
bypassed or previously overlooked. Emphasis is also placed on
pipeline and other infrastructure to provide transportation,
processing and tieback services to neighboring operators.
PANACO's strategy is to systematically grow reserves,
production, cash flow and earnings through acquisitions and
mergers, exploitation and development of acquired properties,
marketing of existing infrastructure, and a selective
exploration program.


PANACO INC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Panaco, Inc.
        1100 Louisiana
        Suite 5100
        Houston, Texas 77002
        713-970-3100

Bankruptcy Case No.: 02-37811

Type of Business: The Debtor is engaged in the exploration and
                  production of crude oil and natural gas.

Chapter 11 Petition Date: July 16, 2002

Court: Southern District of Texas (Houston)

Judge: Letitia Z. Clark

Debtor's Counsel: Monica Susan Blacker, Esq.
                  Neligan Stricklin LLP
                  1700 Pacific Ave
                  Suite 2600
                  Dallas, Texas 75201
                  214-840-5317
                  Fax : 214-840-5301

Total Assets: $130,189,000

Total Debts: $170,245,000


POPE & TALBOT: S&P Rates $50 Mill. Senior Unsecured Notes at BB
---------------------------------------------------------------
Standard & Poor's has assigned its double-'B' rating to pulp and
lumber producer Pope & Talbot Inc.'s $50 million senior
unsecured notes due 2013.

Standard & Poor's said that it has also affirmed its existing
ratings on the company, including its double-'B' corporate
credit rating. The outlook remains stable. Debt outstanding at
the company at March 31, 2002, totaled $230 million.

"Proceeds from the debt issue are expected to be used to repay a
portion of the amounts outstanding under the company's bank
credit facilities", said Standard & Poor's credit analyst Pamela
Rice. "The amount of secured debt and other priority liabilities
are expected to be low enough so as not to require a notching-
down of the rating on the company's senior unsecured debt".

Standard & Poor's said that the ratings reflect Portland,
Oregon-based Pope & Talbot's below-average business position as
a moderate size pulp and lumber producer and an aggressive
financial profile.

Standard & Poor's noted that despite industry cyclicality,
commitment by Pope & Talbot's management to reducing debt should
enable the company to maintain a financial profile that supports
the ratings.


PRESIDENT CASINOS: First Quarter Net Loss Slides-Up to $2.7MM
-------------------------------------------------------------
President Casinos, Inc. (OTC:PREZ), announced results of
operations for the first quarter ended May 31, 2002.

For the quarter ended May 31, 2002, President Casinos reported a
net loss of $2.7 million, compared to a net loss of $2.5 million
for the quarter ended May 31, 2001. Revenues for the quarter
ended May 31, 2002 were $33.4 million, compared to revenues of
$33.1 million for the quarter ended May 31, 2001.

The Company had earnings before interest, taxes, depreciation
and amortization ("EBITDA") and before reorganization costs,
impairment of long-lived assets and gain/loss on disposal of
property and equipment of $3.9 million for the quarter ended May
31, 2002, compared to $3.5 million for the quarter ended May 31,
2001. Combined EBITDA from the Company's gaming and ancillary
operations was $5.4 million for the quarter ended May 31, 2002,
compared to EBITDA of $4.5 million for the quarter ended May 31,
2001.

As previously reported, the Company's St. Louis operations were
temporarily suspended from May 13, 2002, to May 20, 2002, as a
result of flood conditions on the Mississippi River. Despite the
suspension of operations in St. Louis, results for the quarter
ended May 31, 2002, included an increase of approximately $0.5
million in operating income in St. Louis compared to the quarter
ended May 31, 2001. Additionally, results for the first quarter
ended May 31, 2002, included an increase of approximately $0.3
million in operating income in Biloxi compared to the same
period in the prior year.

Also as previously reported, the Company and certain of its
wholly-owned subsidiaries, including its two casino operations,
President Riverboat Casino-Missouri, Inc. and President
Riverboat Casino-Mississippi, Inc., filed voluntary petitions
for reorganization under Chapter 11 of the U.S. Bankruptcy Code
in the U.S. Bankruptcy Court for the Southern District of
Mississippi. The Company anticipates that it will reorganize and
has targeted emergence from Chapter 11 in 2003. The Company
indicated its decision to seek judicial reorganization was
primarily based upon the need to restructure the Company's debt
obligations under its senior and secured notes and was
accelerated by recent collection efforts initiated by its
noteholders, including an action filed on June 18, 2002 to
foreclose a mortgage on collateral securing a portion of the
notes. As the Company's two casino properties continue to
produce positive EBITDA, the Company does not anticipate that
any interim financing will be necessary to continue its
operations during the reorganization period. The bankruptcy
filing is not expected to have any significant negative impact
on the Company's ability to continue its day-to-day gaming and
other operations or to meet its payment obligations to its
employees and vendors.

President Casinos, Inc., owns and operates riverboat and
dockside gaming facilities in Biloxi, Mississippi and downtown
St. Louis, Missouri adjoining Laclede's Landing.


PREVIO INC: Board Approves Plan of Liquidation and Dissolution
--------------------------------------------------------------
Previo, Inc. (Nasdaq: PRVO), announced a series of actions
related to the previously announced divesture of its product
lines and other assets.

Previo has entered into a definitive agreement with Altiris,
Inc., whereby the Company will sell its core technology and
related non-cash assets to Altiris.  The Company had previously
granted to Altiris a license to all of its product lines and
intellectual property and entered into a development and support
services agreement through Previo's development subsidiary in
Tallin, Estonia.  Previo received $500,000 in connection with
the license and services agreement and will receive an
additional approximately $500,000 upon the consummation of the
asset sale.  This series of transactions with Altiris is the
most attractive overall divesture option Previo, in concert with
its financial advisors, identified after an extensive effort.  
"We are delighted with the agreements with Altiris as they
represent what we believe to be the best value to our
stockholders at this time," said Tom Dilatush, Previo's CEO.

After disappointing sales of Previo's existing products and
after an extensive consideration of other strategic
alternatives, including mergers or asset sales with potential
business partners, Previo's Board of Directors approved the
dissolution and liquidation of the Company and have directed the
Company to prepare a proxy for stockholder approval of these
actions. Additional details regarding the plan of dissolution
and the timing for the distribution of cash to shareholders will
be forthcoming in the proxy statement to be filed with the
Securities and Exchange Commission and future press releases.

Previo has terminated all of its U.S. employees except for a
minimal staff that will handle matters related to the expected
dissolution.  The entire ongoing cost of the Company's Estonian
subsidiary is being reimbursed by Altiris as part of the
transactions described above.  The Company expects to publish
its quarterly earnings release and to issue the proxy statement
for the proposed dissolution prior to August 15, 2002.

As a planned part of Previo's strategic changes, Tom Dilatush
has resigned as Chief Executive Officer.  Mr. Dilatush has also
resigned as a member of Previo's Board of Directors.


PSINET INC: GECC Pressing for Adequate Protection Payments
----------------------------------------------------------
GECC asks the Court to order:

   A. Adequate protection payments [by PSINet, Inc., and its
      debtor-affiliates] to GECC in the amount of the
      decline of the value of its collateral from the Petition
      Date, and the release of the escrowed funds to GECC; and

   B. An administrative claim for GECC for the value of any
      collateral that was lost, or transferred by the Debtors to
      third parties without GECC's knowledge or consent.

As previously reported, General Electric Capital Corporation
(GECC), filed in November, 2001, GECC a Motion for relief from
the automatic stay, or in the alternative, for adequate
protection of its interest in the collateral. In its Motion,
GECC asserted that it was entitled to adequate protection
payments because the collateral was declining in value. The
Motion was continued, and was eventually resolved by the entry
of a Stipulation and Order establishing a provisional lien on
the Debtor's cash for $1,685,826.00 in favor of GECC, plus an
additional $187,314 per month thereafter.

GECC previously objected to the Debtors' Joint Liquidating Plan
of Reorganization on the grounds that it did not provide for the
establishment of a separate escrow for GECC's adequate
protection provisional lien. The Plan was modified so that a
separate escrow was established in the amounts of GECC's
provisional lien.

GECC reiterates that it is entitled to adequate protection in
the amount of the provisional lien/segregated escrow account,
for the decline in value of its collateral during this case. The
general rule, GECC avers, is that, for adequate protection
purposes, a secured creditor's position as of the petition date
is entitled to adequate protection against deterioration.

GECC points out that its request for adequate protection was
made about seven months before confirmation of the Debtors'
Plan, while the Debtor still had possession, control and use of
the collateral. GECC tells the Court that the Creditors
Committee could have chosen to return the collateral, or a
substantial portion of that collateral, to GECC. Instead, the
Debtors and the Creditors Committee decided to hold on to the
GECC collateral. This was presumably on the theory that the
Debtor needed the GECC collateral in place to make the Debtors'
businesses more attractive to potential purchasers, GECC
continues. Having made that decision, and having received the
benefits of the use of the GECC collateral during the course of
the case, the Debtors and the Committee do not like to hear that
the GECC collateral was of no benefit to them, GECC argues.
Based on this, GECC asserts that it is entitled to an additional
administrative claim for the value of any collateral lost,
destroyed or unknowingly transferred to third parties during the
course of this case.

Also, the Debtor's Plan calls for the return of the GECC
collateral in satisfaction of its secured claim, GECC reminds
the Court.

Some of the collateral has been abandoned by the Debtor. This
abandonment process is continuing. Some of the GECC collateral
cannot be found, and may have been lost by the Debtor or sold to
various parties, GECC notes.

GECC maintains that, if its collateral was lost during the
course of the case, or unwittingly or unknowingly transferred by
the Debtor to third-party purchasers without GECC's knowledge or
consent, then GECC should be entitled to an administrative claim
for the value of the lost/transferred collateral.

At this point, GECC does not know how much of its collateral has
been lost. To the extent that the adequate protection granted to
GECC proved inadequate, GECC asserts that, pursuant to 11 U.S.C.
507(b), it is entitled to an administrative expense claim for
the loss of its collateral. (PSINet Bankruptcy News, Issue No.
26; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


R&S TRUCK BODY: Gets Nod to Use Cash Collateral Until July 25
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
granted R&S Truck Body Company authority to continue using its
prepetition secured lenders' cash collateral until July 25,
2002.

The Lenders agree to let the Debtor use their Cash Collateral in
the ordinary course of business.  

R&S' Pre-Petition Lenders are:

     i) PNC Bank, National Association,
    ii) ING Capital LLC, fka ING (U.S.) Capital LLC,
   iii) Fleet Bank,
    iv) KeyBank National Association,
     v) Sovereign Bank,
    vi) OceanFirst Bank,
   vii) The Bank of New York, and
  viii) U.S. Bank, N.A., d/b/a FirstStar Bank, N.A.

As a condition to the Lenders' consent, and to provide adequate
protection to the Agent and the Lenders for the use of the Pre-
Petition Collateral, the Debtor agree to:

     i) conduct a sale hearing of all its assets no later than
        July 12, 2002,

    ii) conduct a closing of the sale of the Debtor's assets no
        later than August 2, 2002; and

   iii) consent to a Monitor on-site to monitor the use of cash
        collateral and the sale of assets as set forth herein.

With the Debtors' consent and the Court's blessing, the Lenders
retained Policano & Manzo as the fiscal monitor for the Debtor.
The Lenders agree to pay all of the Monitor's fees and expenses.
The Monitor's role, responsibilities, and powers are:

     (a) To review and monitor all bank accounts of the Debtor
         including, but not limited to,

          (i) the review of check runs and

         (ii) confirmation that total checks cut equal the total
              check run;

     (b) To analyze all bank account transfers of the Debtor to
         confirm that only approved disbursements (payroll and
         accounts payable) have taken place;

     (c) To analyze each payroll run of the Debtor against
         recent actual for changes;

     (d) To report actual disbursements made by the Debtor by
         category against the Budget;

     (e) To have free and open access to review all bank
         accounts of the Debtor, its direct and indirect
         subsidiaries, and all related entities, wherever      
         located, for purposes of monitoring the disbursements,
         withdrawals and deposits into such accounts;

     (f) To review all books, records and bank accounts of the
         Debtor and to monitor its accounts;

     (g) To approve, in advance

          (i) payment or disbursements of the Debtor in excess
              of $5,000 to any individual officer, director or
              employee, and

         (ii) any payment, disbursement or distribution to
              Standard.

As further adequate protection to the Agent and the Lenders, the
Debtor grants the Lenders a continuing, additional, first
priority replacement lien and security interest in and to all of
the now-existing or hereafter-arising or hereinafter-acquired
assets of the Debtor as adequate protection of the Lenders'
interest.

R&S is a wholly-owned subsidiary of Barclay Investments, Inc.,
which is a wholly owned subsidiary of Standard Automotive
Corporation, both of which filed for Chapter 11 relief on March
19, 2002. R&S designs, manufactures and sells customized, high
end, steel and aluminum dump truck bodies, platform bodies,
custom large dump trailers, specialized truck suspension systems
and related products and parts. The Company filed for chapter 11
protection on June 3, 2002. J. Andrew Rahl Jr., Esq. at Anderson
Kill & Olick, P.C. represent the Debtors in their restructuring
efforts. When the Company filed for protection from its
creditors, it listed $27,093,513 in assets and $6,999,464 in
debts.


RESOURCE AMERICA: S&P Ups Corp. Credit & Sr. Unsec. Ratings to B
----------------------------------------------------------------
Standard & Poor's raised its corporate credit rating and senior
unsecured ratings on Resource America, Inc. to single-'B' from
single-'B'-minus. The outlook is stable.

Resource America currently has approximately $138 million of
debt outstanding.

The ratings of Philadelphia, Pennsylvania-based Resource America
reflect the earnings support provided by recurring earnings and
a commitment to maintain a strong cash position. Resource
America is a proprietary asset management company with interests
in Appalachian natural gas and oil fields, real estate, and
leasing. Of these, the most important is the oil and gas
operations, which contributed roughly 77% of EBITDA for fiscal
year-end 2001.

Resource America's oil and gas operations are conducted through
investment partnerships, which typically reduce Resource
America's portion of drilling costs to an average 25% interest.
Once drilling is completed, Resource America receives the
benefit of an extra 7% interest in the partnership (33% in
total), which yields a 29% interest in the well's production.
Resource America's drilling program features low risk wells (98%
success rate) and reliably producing properties with an average
reserve life of 17.5 years.

At 129 billion cubic feet equivalent (bcfe), its reserve pool is
small; but good success rates plus slow and steady production,
averaging 6.6 bcfe per year, should help maintain reserve and
production levels. Finding and development costs net to Resource
America are a low, $0.48 per million cubic feet equivalent
(mcfe), reflecting the partnership structure of its drilling
program, fees received for drilling the well, and reimbursements
for general and administrative expenses. However, prior to these
adjustments, gross finding and development costs would have
averaged a very high $1.49 per mcfe.

The stable outlook reflects the moderate debt leverage and the
support of recurring income, dividends and service fees, to be
maintained by the company. This is offset by high debt relative
to earnings that limits future improvements in the rating.


SVI SOLUTIONS: Obtains Bank Loan Extension Until August 31, 2002
----------------------------------------------------------------
SVI Solutions, Inc. (Amex: SVI), a leading global provider of
multi-channel application software technology and services for
the retail industry, announced financial results for the fourth
quarter and fiscal year ended March 31, 2002.

For the quarter, the Company reported revenue of $6.6 million,
an increase of 18 percent compared to the $5.6 million reported
in the fourth fiscal quarter of last year.  The Company reported
income from continuing operations before stock-based
compensation, depreciation, amortization, and impairment charges
of $1.3 million compared to a loss of $5.2 million for the
quarter ended March 31, 2001.  The company reported a net loss
of $4.6 million, a 76 percent reduction from the $18.8 million
reported last year.

For the fiscal year, the Company reported revenue of $27.1
million, compared to $27.7 million for the year ended March 31,
2001.  The Company reported income from continuing operations
before stock-based compensation, depreciation, amortization and
impairment charges of $305,000 compared to a loss of $4.7
million for the year ended March 31, 2001.  The Company reported
a net loss of $14.7 million, approximately 50 percent reduction
from the $28.9 million reported last year.

The narrowing of the loss was primarily attributable to a 27
percent reduction in selling, general and administrative costs
and a 21 percent reduction in application development expenses
as the Company completed the soon-to-be-released upgrade of its
retail software application, InFocus 2.0. The net loss included
$4.6 million from discontinued operations.  Last year, the
Company reported a net loss of $3.7 million from discontinued
operations.

Barry Schechter, chief executive officer of SVI Solutions, Inc.,
commented, "The current economic challenges in the retail sector
are challenges SVI addressed last year.  SVI now finds itself
well positioned for improved operating results for the balance
of calendar 2002, both financially and technologically.  When
released during our current second quarter, we believe our new
software applications will set the standard for functionality
and value within the retail market segment.  Moreover, the cost
reductions and corporate belt-tightening others are now facing
are steps SVI has already completed, leaving our organization
leaner and more responsive to our customers' needs going
forward.  With our newfound focus, improved financial situation,
and upgraded technology, I am optimistic about the coming year
for SVI."

SVI is currently launching InVision 1.5, an integrated
application for the underserved smaller retailer.  This solution
will provide the entrepreneurial retailer with mission critical
applications currently used by their larger competitors.

Since the return of Mr. Schechter to the chief executive officer
position in October 2001, SVI has restructured total debt from
$21.7 million to $8.9 million.  The Company expects to realize a
decrease in interest expense in the coming quarters from the
restructuring.  Additionally, SVI has renegotiated an extension
on its bank loan to August 31, 2003.  The Company has also
renegotiated a $1.25 million interest bearing note and warrants
associated with a previous equity offering.  The note was
extended by two years and the interest rate reduced from 17
percent to 8 percent.  In return the conversion price was
reduced and warrants were reduced from 3.0 million to 1.6
million.

Mr. Schechter continued, "We are pleased with the progress
accomplished in the past number of months.  While we are aware
that there is still a good deal more to be accomplished, we are
optimistic that the fundamentals of the Company position SVI to
become the market leader in the fastest growing segment of the
retail technology market."

SVI's retail divisions provide multi-channel technology
solutions to retail market segments.  The company's suite of
offerings includes store systems as well as enterprise
management, merchandising and direct-to-consumer solutions.  
Complementing these offerings, the Company provides an expansive
menu of professional services including consulting and
implementation services, as well as technical and project
management services.  SVI's subsidiary, SVI Training Products,
is a leading provider of state-of-the-art PC courseware,
customization tools and skills assessment software for
educational institutions and government entities.  Headquartered
in Carlsbad, CA, SVI maintains offices in the United States and
the United Kingdom.  Its worldwide customer base includes major
retailers such as American Eagle Outfitters, Charming Shoppes,
Pacific Sunwear, Signet, Limited, Vans and Nike. More
information about SVI can be obtained on their Web site at
http://www.svisolutions.com  

SVI's December 31, 2001, balance sheet shows that the company's
total current liabilities exceeded its total current assets by
about $13 million.


STARBAND COMMS: US Trustee Appoints Official Creditors Committee
----------------------------------------------------------------
Donald F. Walton, the Acting United States Trustee for Region
III, appoints a three-member Official Committee of Unsecured
Creditors in Starband Communications, Inc.'s on-going chapter 11
case.  The three Committee members are:

     1. Clicksoftware, Inc.
        655 Campbell Technology Parkway
        Suite 250, Campbell, CA 95008
        Attn: Trevor Scott Seethaler
        Tel: 408-377-6088
        Fax: 208-330-2249;

     2. Channel Master
        1315 Industrial Park Drive
        Smithfield, NC 27577
        Attn: John G. Barry
        Tel: 919-989-1717
        Fax: 919-989-2204; and
     
     3. The Sutherland Group
        1160 Pittsford Victor Road
        Pittsford, NY 14534
        Attn: Jeffrey Fasoldt
        Tel: 716-586-5757 x 2453
        Fax: 716-784-2212.

StarBand Communications Inc., currently provides two-way,
always-on, high-speed Internet access via satellite to
residential and small office customers nationwide. The Company
filed for chapter 11 protection on May 31, 2002. Thomas G.
Macauley, Esq., at Zuckerman and Spaeder LLP represents the
Debtor in its restructuring efforts. When the Company filed for
protection form its creditors, it listed $58,072,000 in assets
and $229,537,000 in debts.


SUN HEALTHCARE: Obtains Final Decree Closing Subsidiary Cases
-------------------------------------------------------------
Judge Walrath authorizes the closing of the Reorganized Sun
Healthcare Group, Inc.'s subsidiary cases effective June 26,
2002 while the lead case, Case No. 99-3657 of Sun Healthcare
Group, Inc. will remain open until further order of the Court.  
Judge Walrath also states:

  (a) The Reorganized Debtors in the Subsidiary Cases and the
      Lead Case will pay the United States Trustee $61,000 for
      the 2002 first quarter fees in both the Lead and
      Subsidiary Cases, and $51,000 for the second quarter fees
      in the Subsidiary Cases.  The payment of the fees will
      be without prejudice to the position of the U.S. Trustee
      that additional fees are due in the Subsidiary Cases,
      which is the subject of a dispute to be resolved by the
      Court at a later date;

  (b) the Reorganized Debtors will deposit the additional sum
      of $899,250 into the segregated account established in
      the Confirmation Order, representing the disputed amount
      of quarterly fees for the Subsidiary Cases for the first
      and second quarters of 2002.  This is provided, however,
      that the deposit of these funds are without prejudice to
      either the position of the U.S. Trustee that additional
      fees may be due in the Subsidiary Cases or the position
      of the Reorganized Debtors that no additional fees are
      owed;

  (c) The Reorganized Debtors must file a quarterly report
      with the U.S. Trustee for the first quarter of 2002 on or
      before July 10, 2002;

  (d) No quarterly fees will accrue in the Subsidiary Cases
      after June 26, 2002; and

  (e) This Court will retain jurisdiction over all matters
      relating to the Subsidiary Cases under the caption of the
      Lead Case, including, without limitation, the
      determination of the amount of quarterly U.S. Trustee
      fees due in all cases, all adversary proceedings and all
      matters described in Section 11.1 of the Plan of
      Reorganization. (Sun Healthcare Bankruptcy News, Issue
      No. 40; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


THOMSON KERNAGHAN: Canadian Court Names Ernst & Young as Trustee
----------------------------------------------------------------
The Honourable Mr. Justice Cameron of the Ontario Superior of
Justice issued a Court Order on July 12, 2002 adjudging Thomson
Kernaghan bankrupt and appointing Ernst & Young Inc., as Thomson
Kernaghan's Trustee in Bankruptcy.

Pursuant to the Court Order, Ernst & Young Inc. has taken
control of Thomson Kernaghan's property and operations,
including customer accounts, and is working with the Canadian
Investor Protection Fund to determine the extent to which CIPF
funding will be required to facilitate the transfer of Thomson
Kernaghan's customer accounts to other investment dealers.

The Trustee confirmed that prior to the bankruptcy Thomson
Kernaghan's management team had developed a plan to voluntarily
wind up Thomson Kernaghan's retail operations. The plan included
the transfer of the customer accounts to other securities firms.
Thomson Kernaghan had taken the initial steps to implement this
plan but determined late last week that it did not have
sufficient short-term cash to cover all client credit balances.

As a result, the Investment Dealers Association suspended
Thomson Kernaghan from dealing with the public and asked CIPF to
safeguard Thomson Kernaghan's customers. Accordingly, CIPF
sought and obtained a Court Order appointing the Trustee, which
activated CIPF's ability to provide emergency funding to cover
asset deficiencies in customer accounts.

With financial assistance from CIPF, the Trustee intends to
resume the transfer of customer accounts to other stockbrokers
later this week with a view to completing the transfer of most
customer accounts within the next two to three weeks. The
Trustee confirms that its top priority is moving customer assets
and accounts to solvent dealers as quickly as possible so that
Thomson Kernaghan's customers can regain control over their
accounts.

In the meantime, although no withdrawals can be made from a
Thomson Kernaghan account until it has been transferred,
customers may request emergency liquidating trades (for example,
sell orders) to convert securities in their accounts to cash.
Customers wishing to request a liquidating trade may call (416)
860-6109 to reach an authorized representative. General customer
inquiries should be directed to (416) 943-2156.

A procedure is also in place to respond to urgent requests for
compassionate payments necessary for immediate living expenses
or specific events, such as closing the purchase of a home or
other major asset. These requests should be made through the
general customer inquiry number, above. Requests for
compassionate payments must be accompanied by appropriate
documentation so that the request can be evaluated. Clients who
normally receive RRIF payments do not need to make a specific
request for compassionate payment; these will be paid
automatically by the Trustee.


TIMCO AVIATION: Completes Outstanding Senior Debt Refinancing
-------------------------------------------------------------
TIMCO Aviation Services, Inc. (OTC Bulletin Board: TMAS), has
completed the refinancing of all of its outstanding senior debt.  
As part of the refinancing, a group of lenders led by Citicorp
USA, Inc. and UPS Capital as co-agents provided the Company with
a $30 million revolving credit facility and a $7.0 million term
loan, both due on January 31, 2004.  The new facilities were
used to repay a previously outstanding $12 million senior term
loan.

As part of the refinancing, the Company also restructured its
tax operating retention lease (TROL) financing with Bank of
America.  The restructured TROL loan, which is a $25.2 million
capital lease liability, is now a three-year facility.  The
Company further refinanced its outstanding $10 million senior
loan due to Bank of America as to which four of its stockholders
had previously provided credit support.  With respect to this
loan, $6.0 million of the loan was extended until January 31,
2004, $1.5 million was repaid through a transfer of real estate
to one of the guarantors and the remaining $2.5 million remains
due on August 14, 2002.

C. Robert Campbell, the Company's Chief Financial Officer,
stated: "We are pleased to complete the refinancing of all of
our senior debt.  This senior debt refinancing extends our
short-term senior debt to long term.  The senior debt
refinancing, along with the February bond exchange and equity
rights offering, completes the financial restructuring of TIMCO.  
We are very pleased to continue our relationship with Citicorp
USA, Inc. and we welcome UPS Capital to our senior lending
group."

TIMCO Aviation Services, Inc., (formerly known as Aviation Sales
Company) is among the largest providers of fully integrated
aviation maintenance, repair and overhaul (MR&O) services for
major commercial airlines and maintenance and repair facilities
in the world.  The Company currently operates four MR&O
businesses: TIMCO, which, with its three active locations, is
one of the largest independent providers of heavy aircraft
maintenance services in North America; Aerocell Structures,
which specializes in the MR&O of airframe components, including
flight surfaces; Aircraft Interior Design, which specializes in
the refurbishment of aircraft interior components; TIMCO
Engineered Systems, which provides engineering services to our
MR&O operations and our customers; and TIMCO Engine Center,
which refurbishes JT8D engines.


TRI-UNION: S&P Junks $130MM Senior Notes Following Agreement
------------------------------------------------------------
Standard & Poor's assigned its double-'C' rating to independent
oil company Tri-Union Development Corp., and assigned its
triple-'C'-minus rating to Tri-Union's $130 million senior
secured notes due 2006, following an agreement with note holders
to accept additional promissory notes in lieu of payment of $8.1
million of interest due June 1, 2002. The outlook is negative.
Houston, Texas-based Tri-Union has about $118 million in
outstanding debt.

Tri-Union was forced to defer the June 1st interest payment of
$8.1 million on its senior secured notes due to insufficient
funds on hand. At that time a 'D' rating was assigned to the
notes and the company. Concerns remain about Tri-Union's ability
to meet future debt and interest payments given its large debt
load and dependence on asset sales to meet financial
commitments.

Standard & Poor's believes that there is a high probability that
Tri-Union will be unable to honor its current obligations on a
timely basis. The negative outlook reflects the need for asset
sales to meet debt obligations, and the uncertainty of the
outcome of these sales. Upon the completion of the company's on-
going asset restructuring, or a portion thereof, the ratings on
Tri-Union will largely depend on its very weak ability to meet
near and intermediate-term debt amortization and financial
charges.


U.S. CELLULAR: June 30 Working Capital Deficit Tops $7 Million
--------------------------------------------------------------
United States Cellular Corporation (Amex: USM) reported service
revenues of $501.2 million for the second quarter of 2002, up 9%
from $461.2 million in the comparable period a year ago.
Operating cash flow (operating income plus depreciation and
amortization expense) increased 6% to $176.5 million from $166.6
million in the second quarter of 2001. Basic earnings per share
determined under Generally Accepted Accounting Principles (GAAP)
was a loss of $1.04 compared to income of $.66 in the second
quarter a year ago. Basic earnings per share from operations,
excluding after-tax losses from the writedown in value of
marketable equity securities of $145.6 million in 2002, was $.66
compared to $.66 in the second quarter a year ago.

Also, the Company's June 30, 2002, balance sheet shows that the
company total current liabilities eclipsed its total current
assets by around $7 million.

John E. Rooney, President and Chief Executive Officer,
commented: "Our second quarter performance was very close to
plan, despite a tough economy and a very competitive wireless
marketplace. As in the first quarter, we saw an encouraging
upward trend in both net customer additions and revenues as we
moved through the quarter. Monthly retail revenue per customer
continued to increase year over year, leading to an increase in
overall monthly revenue per customer. Our strategy of focusing
on customer satisfaction and profitable growth continued to pay
off. Postpay churn for the quarter remained low at 1.7%, which
is very favorable to industry averages.

"At the end of the first quarter, we rolled out a new inventory
management system. Among its benefits are better control over
handset quality and roaming preferences and the ability to pass
along quantity discounts to customers and third-party agents.
These changes resulted in an increase in equipment sales revenue
and cost of equipment sold during the quarter. We anticipate
that these increases will continue going forward."

As previously disclosed, U.S. Cellular recognized an "other than
temporary" investment loss of $244.7 million ($145.6 million net
of tax) on its marketable equity securities. The recognition of
this loss had no impact on cash flows. U.S. Cellular adjusts the
value of its marketable equity securities on a regular basis to
ensure that its balance sheet always reflects the current market
value of those securities. Management continues to review the
valuation of these investments periodically.

U.S. Cellular adopted Statement of Financial Accounting
Standards ("SFAS") No. 142 effective January 1, 2002, and ceased
the amortization of license costs and goodwill on that date. For
the three months ended June 30, 2001, amortization of license
costs and goodwill included in U.S. Cellular's amortization of
intangibles caption totaled $8.8 million. The aggregate effect
of ceasing amortization increased net income and earnings per
basic share for such period by $6.2 million and $.07,
respectively.

The amounts reported for "operating cash flow" do not represent
cash flows from operations as defined by GAAP and amounts
reported for "basic earnings per share from operations" do not
represent earnings per share determined in accordance with GAAP.
U.S. Cellular believes that these are useful measures of its
performance but they should not be construed as alternatives to
performance measures determined under GAAP.

Based in Chicago, U.S. Cellular manages and invests in wireless
systems throughout the United States. As of June 30, 2002, U.S.
Cellular included operational systems serving 148 cellular and
PCS markets in its consolidated operations.


VELOCITA INC: U.S. Trustee Names Creditors to Official Committee
----------------------------------------------------------------
Donald F. Walton, the Acting United States trustee for Region 3,
names three creditors to an Official Unsecured Creditors
Committee in the Chapter 11 cases involving Velocita, Inc., and
its debtor-affiliates.  Pursuant to Section 1102(a)(1), the U.S.
Trustee appoints:

     a) Kurt Pletcher
        Equinix, Inc.
        2450 Bayshore Parkway
        Mt. View, CA 94043
        Tel: 650 316 6000
        Fax: 650 316 6909

     b) Ken Trawick
        Northern Line Layers, Inc.
        6780 Trade Center Avenue
        Billings, MT 59101
        Tel: 406 652 1759
        Fax: 406 656 5172

     c) Deborah J. Clark
        C&B Associates Ltd.
        PO Box 310
        Mineral Wells, TX 76068
        Tel: 940 682 4213 ext. 224
        Fax: 940 682 7309

to serve on the Official Committee.  Robert E. Nies, Esq. at
Wolff & Samson represents the Creditors' Committee in these
proceedings.

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 in the U.S. Bankruptcy Court for the District of New
Jersey. 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.


VISKASE: Executes Debt Workout Agreement with Ad Hoc Committee
--------------------------------------------------------------
Viskase Companies, Inc. (Nasdaq: VCIC), has executed a
restructuring agreement with an Ad Hoc Committee of the
Company's 10.25% Senior Notes due December 1, 2001 for the
restructuring of the Senior Notes. Under the terms of the
proposed restructuring, the Company's wholly owned operating
subsidiary, Viskase Corporation, will be merged with and into
the Company with the Company being the surviving corporation.
The outstanding Senior Notes would be exchanged for new Senior
Secured Notes and shares of Series A Preferred Stock to be
issued by the Company on a basis of $367.96271 principal amount
of New Notes (i.e., $60,000,000) and 126.82448 shares of
Preferred Stock (i.e., 20,680,000 shares or 94% of the preferred
stock) for each $1,000 principal amount of Senior Notes.

Under the proposed restructuring, the Company will continue to
provide an uninterrupted supply of products and services to
customers worldwide. Trade creditors and vendors will be totally
unaffected and will continue to be paid in the ordinary course
of business, and the Company's employees will be paid all wages,
salaries and benefits on a timely basis.

The New Notes would bear interest at a rate of 8% per year,
payable semi-annually (except annually with respect to year four
and quarterly with respect to year five), with interest payable
in principal amount of New Notes for the first three years (pay-
in-kind). Interest for years four and five will be payable in
cash to the extent of available cash flow, as defined, and the
balance in principal amount of New Notes (pay-in-kind).
Thereafter, interest will be payable in cash. The New Notes
would mature on December 1, 2008.

The New Notes would be secured by a first lien in the assets of
the Company, post-merger. The New Notes will be subject to
subordination of up to $25 million for a secured working capital
credit facility for the Company.

The Preferred Stock will pay a 6% cumulative dividend. Its
holders will vote on an as-converted basis on all matters
together with the Company's common stockholders. The Preferred
Stock will have a liquidation preference of $5.00 per share and
will be convertible into common stock at any time at a price of
$.20 per share. Upon conversion, the Preferred Stock would
represent about 97% of the common stock. Accrued but unpaid
dividends, at time of conversion, will be convertible into
common stock upon the same basis. At the Company's option, the
Preferred Stock would be automatically converted into common
stock on the same basis in connection with a public offering of
securities by the Company of not less than $50 million.
Dividends on the Preferred Stock would be payable in cash to the
extent the Company is legally, contractually and financially
able to pay dividends.

Under the proposed restructuring, 1.32 million shares of
Preferred Stock (or upon the request of Company management,
options to purchase 1.32 million shares of Preferred Stock),
representing 6% of the Preferred Stock, will be reserved for
Company management. Such shares or options will be subject to a
vesting schedule with acceleration upon the occurrence of
certain events.

The proposed exchange offer would be subject to acceptance by
holders of 100% of the outstanding Senior Notes, unless waived
by the Company and approved by the Ad Hoc Committee. The Ad Hoc
Committee members, holding in the aggregate approximately 54% of
the Senior Notes, have agreed to accept the proposed exchange
offer. The exchange offer would include a solicitation for a
Chapter 11 plan for the Company. If less than 100% of the
outstanding Senior Notes accept the exchange offer but
sufficient Senior Notes are exchanged to satisfy the voting
requirements for acceptance of a Chapter 11 plan, the Company
will commence a voluntary Chapter 11 proceeding and submit a
Chapter 11 plan containing substantially the terms set forth in
the exchange offer. In the event the exchange offer is
consummated through a bankruptcy proceeding, the Company's
common stock will be canceled and new common stock will be
issued, 94% to the holders of Senior Notes and 6% to the
Company's management. Holders of old common stock would receive
warrants to purchase shares of new common stock equal to 2.7% of
the Company's common stock. Assuming all warrants are exercised,
holders of the Senior Notes would receive approximately 91.5% of
the new common stock and approximately 5.8% would go to the
Company's management. Thus, the consideration received by all
noteholders would be substantially the same regardless of
whether the proposed restructuring occurs pursuant to an
exchange offer or prepackaged Chapter 11 plan.

Upon completion of the proposed restructuring the Board of
Directors of the Company would be reconstituted to consist of
five members, including the Company's Chief Executive Officer
and four other persons designated by the Ad Hoc Committee.

The members of the Ad Hoc Committee have agreed to support the
proposed restructuring, including exchanging their Senior Notes
and take such other reasonable actions as necessary to
consummate the proposed restructuring. In addition, the members
of the Ad Hoc Committee have agreed not to transfer (other than
to another member of the Ad Hoc Committee or an affiliate of a
member) their shares of Preferred Stock for a period of two
years after the exchange offer is completed. For a period of one
year thereafter, the Company would have a right of first refusal
to either purchase or designate a purchaser for shares of
Preferred Stock to be transferred by a member of the Ad Hoc
Committee to a person other than another member of the Ad Hoc
Committee or their affiliates.

Viskase Companies, Inc., has its major interests in food
packaging. Principal products manufactured are cellulosic and
nylon casings used in the preparation and packaging of processed
meat products.


WILLIAMS COMM: Wants to Enjoin Claim Transfers to Preserve NOLs
---------------------------------------------------------------
Williams Communications Group, Inc., its debtor-affiliates and
the Official Unsecured Creditors' Committee ask for
authorization, pursuant to Sections 362 and 105(a) of the
Bankruptcy Code, to notify holders of claims against the Debtors
that certain transfers of their claims are enjoined by virtue of
the automatic stay.  They also want to notify the Claimants of
the procedures that must be satisfied before certain sales or
transfers may be deemed effective.

Specifically, the notice procedures will advise Claimants of the
following:

  * Any person or entity who does not own any Company Claims, or
    who owns less than $200,000,000 in the aggregate face amount
    of Company Claims, is stayed, prohibited, and enjoined,
    from purchasing, acquiring, or otherwise obtaining Ownership
    of an amount which, when added to that person's or entity's
    total Ownership, equals or exceeds $200,000,000 in the
    aggregate face amount of claims;

  * Except as otherwise specifically provided by an authorized
    resolution of the Company's Board of Directors, any person
    or entity who owns Company Claims equal to or exceeding
    $200,000,000 in the aggregate face amount, and proposes or
    intends to sell, acquire, trade, or otherwise transfer or
    effectuate any claims, must file with this Court and serve
    on the Debtor, counsel to the Debtor, and Counsel to the
    Committee, a Claims Trading Notice at least 30 days prior to
    the transaction.  After receipt of the Trading Notice, the
    Debtors will have 30 days to object to the transaction.  If
    the Debtors file an objection, then the transaction will not
    be effective unless approved by the Court.  If the Debtors
    do not object during the Waiting Period, then the
    transaction may proceed as set forth in the Claims Trading
    Notice.

  * For purposes of this motion, "Ownership" of a claim against
    the Debtor will include, direct and indirect ownership,
    ownership by members of the person's family and persons
    acting in concert, and in certain cases, the creation or
    issuance of an option, and any variation of the term
    "Ownership" shall have the same meaning.

According to Fordham E. Huffman, Esq., at Jones Day Reavis &
Pogue in New York, the Debtors currently estimate that, upon
emergence from Chapter 11, it will have tax net operating losses
(NOLs) of $1,300,000,000 and built-in losses of $2,800,000,000.
Under the Plan, the reorganized entity will succeed to these
NOLs.  The NOLs are a valuable asset of the Debtors estate,
which they intend to utilize to offset future income and thereby
significantly reduce New WCG's federal income tax liability,
under applicable rules of the Internal Revenue Code.

Under the IRC, the ability of a reorganized debtor to use its
NOLs to offset taxable income is significantly limited unless
the bankruptcy exception under IRC Section 382(l)(5) applies.  
Under the Bankruptcy Exception, Mr. Huffman explains that if at
least 50% of the stock of the debtor after reorganization is
received by existing shareholders or "qualified creditors," a
debtor's ability to utilize its NOLs without restriction is
preserved. "Qualified creditors" are creditors who have held
their claims against the debtor for more than 18 months before
the petition date or who acquired claims in the ordinary course
of the debtor's business and have held those claims since they
arose.

In determining whether the Bankruptcy Exception is satisfied,
Mr. Huffman submits that creditors who directly or indirectly
own less than 5% of the stock of the reorganized entity pursuant
to a plan of reorganization, and who have received their
interests as a result of holding claims arising more than 18
months prepetition or in the ordinary course of the debtor's
business, are generally presumed to be "qualified creditors."  
In order to preserve the benefit of this presumption, the
Debtors need to restrict transfers that would create new 5%
holders or add to the holdings of existing 5% holders.  
Specifically, in the Debtors' case, it is anticipated that the
smallest claim that could be reasonably anticipated to lead to a
distribution of 5% of the reorganized entity would be
$200,000,000.  In addition, proposed amendments to the Plan will
provide for the disallowance of claims to the extent that they
would entitle the holder to a distribution of 5% or more of the
value of the reorganized entity.  To preserve the benefit of its
NOLs through the Bankruptcy Exception, therefore, and to give
fair notice to potential purchasers of claims about the risk of
disqualification, transfers of claims that would result in the
transferee holding claims equal to or exceeding $200,000,000 in
the aggregate face amount must be made subject to the Approval
Procedures.

With respect to existing creditors who already hold at least
$200,000,000 in the aggregate face amount of the Debtors'
claims, Mr. Huffman states that they must be identified and
their trades must also be monitored, to ensure that the holdings
of, and transfers in the aggregate by holders do not trigger the
disqualification.  WCG's claims are widely held.  Unless the
Court authorizes the trading restrictions set forth herein to
assure that the conditions of the Bankruptcy Exception are
observed, WCG may substantially lose the benefits of its NOLs as
a result of claims trading by creditors.

Mr. Huffman contends that the proposed injunction and notice and
approval procedures are necessary to preserve the Debtors' NOLs,
which are a valuable asset of the Debtor's estate.  The Debtors'
ability to meet the requirements of the tax laws in order to
preserve its NOLs may be seriously jeopardized unless procedures
are established to ensure that trading in certain claims against
the Debtor is precluded, and trading in other claims against the
Debtor is closely monitored.

Using current projections, the Debtor estimates that New WCG can
use the NOLs to offset future income and eliminate significant
income tax liability.  Thus, Mr. Huffman concludes that the NOLs
are clearly a valuable asset of the Debtor's estate and are
entitled to the protection of the automatic stay.  Furthermore,
because maintenance of the NOLs is critical to the Debtors'
prospects for a successful emergence from Chapter 11, the
exercise of this Court's equitable powers under Section 105(a)
is appropriate.

Mr. Huffman assures the Court that the Debtors and the Committee
are not seeking to bar the trading of all claims.  Rather, the
relief requested is narrowly tailored to permit certain claims
trading to continue, subject only to Rule 3001(e) of the Federal
Rules of Bankruptcy Procedure and applicable securities,
corporate, and other laws.  Furthermore, the Debtors and the
Committee are only seeking to enforce the provisions of the
automatic stay with respect to certain types of claims which
pose serious risk under the ownership change tests, and to
monitor other types of unsecured claims trading which could pose
serious risk so the Debtor can preserve its ability to seek
relief at the appropriate time if its appears that the proposed
trade will jeopardize the unrestricted use of the NOLs.
(Williams Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

Williams Communications Group Inc.'s 10.875% bonds due 2009
(WCG2), DebtTraders says, are quoted at a price of 8.5. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCG2for  
real-time bond pricing.


WILLIAMS CONTROLS: Inks New Credit Agreement with Wells Fargo
-------------------------------------------------------------
Williams Controls, Inc., has entered into a new five-year
revolving credit and term loan agreement with its existing
primary lender, Wells Fargo Credit, Inc. The Company's prior
loan agreement with Wells Fargo expired in July 2001 and the
Company had been operating under a series of forbearance  
agreements with Wells Fargo since that time. Under the terms of
the new loan agreement, Wells Fargo has agreed to loan the
Company an aggregate principal amount of up to $12,200,000,
consisting of a  revolving credit line of up to $10,000,000 and
two term loans in the aggregate principal amount of $2,200,000.  
This does not represent any increase in the amounts available
under the Company's prior loan agreement with Wells Fargo.  The
proceeds from the revolving credit line may be used for ongoing
working capital purposes.  The proceeds from the term loans are
to be used to restructure existing loans with Wells Fargo. The
Company's obligations to Wells Fargo under the Loan Agreement
are secured by a first priority lien on all of its business
assets.

Williams Controls' biggest business is making electronic
throttles, exhaust brakes, and pneumatic controls for trucks and
other heavy equipment. Other operations include microcircuits,
cable assemblies (Aptek Williams), and global positioning
systems (GeoFocus -- which Williams Controls is selling). The
company also makes plastic parts (Premier Plastic Technologies,
which is being sold) and compressed natural gas conversion kits
for cars (NESC Williams). Major customers include Freightliner,
Navistar, and Volvo. Former CEO Thomas Itin owns 30% of Williams
Controls, which has put itself up for sale.


WILLIAMS CONTROLS: Reaches Pact to Amend 7.5% Conv. Debentures
--------------------------------------------------------------
On July 1, 2002, Williams Controls, Inc., and the holders of the
Company's outstanding 7.5% Convertible Subordinated Debentures
Due March 31, 2003 agreed to certain amendments to the
Debentures.  The material amendments to the Debentures included
an increase in the interest rate from 7.5% to 12% per annum for
the first year following the Effective Date and 15% after the
first  anniversary of the Effective Date, an extension of the
maturity date from March 31, 2003 to July 1,  2004, the
elimination of the conversion provisions and the elimination of
certain registration rights related to the shares previously
issuable upon conversion of the Debentures.

Williams Controls' biggest business is making electronic
throttles, exhaust brakes, and pneumatic controls for trucks and
other heavy equipment. Other operations include microcircuits,
cable assemblies (Aptek Williams), and global positioning
systems (GeoFocus -- which Williams Controls is selling). The
company also makes plastic parts (Premier Plastic Technologies,
which is being sold) and compressed natural gas conversion kits
for cars (NESC Williams). Major customers include Freightliner,
Navistar, and Volvo. Former CEO Thomas Itin owns 30% of Williams
Controls, which has put itself up for sale.


WORLDCOM INC: Misses Payment of $74 Million Interest Due Monday
---------------------------------------------------------------
Dow Jones has reported that WorldCom Inc., didn't make a total
of about $74 million in interest payments due Monday, July 15,
2002, on two bond issues, said an official for JP Morgan - the
trustee on the issues.  According to the newswire, the
telecommunications company had about $36.9 million each in
interest due on its 7-3/8 percent notes due January 15, 2003 and
the 7-3/8 percent notes due on January 15, 2006.  

WorldCom now has a 30-day grace period after missing the
payments to make good on them or be found in default, reported
the newswire.  Dow Jones reported that many market observers had
expected the company to miss the payments as it faces possibly
the largest chapter 11 filing in U.S. history.  WorldCom values
its assets at $104 billion. (ABI World, July 16, 2002)


WORLDCOM INC: Fitch Further Junks Senior Unsecured Debt Rating
--------------------------------------------------------------
Fitch Ratings has downgraded the senior unsecured debt ratings
for WorldCom, Inc. to 'C' from 'CC'. The rating on its preferred
securities has been downgraded to 'C' from 'CC'. The quarterly
income preferred securities (QUIPS), currently under an interest
deferral, remain at 'C'. The rating action also applies to
Intermedia Communications senior unsecured debt, which has been
downgraded to 'C' from 'CC'. The ratings on Intermedia's
preferred securities have been lowered to 'C' from 'CC'. All of
the company's ratings remain on Rating Watch Negative.

This rating action follows the company's failure to make a
scheduled interest payment on approximately $2.1 billion of debt
reflecting Fitch Ratings' policy. The company has a 30-day grace
period to make the interest payment before Fitch considers it an
event of default.


WORLDCOM INC: Suit Filed by Banks Transferred to Federal Court
--------------------------------------------------------------
DebtTraders reports that the suit filed against WorldCom by 25
of the 27 banks representing $2.5 billion of a $2.65 billion
loan was transferred Tuesday from the New York State Supreme
Court to the US District Court Southern District of New York.

As previously reported, WorldCom's banks filed a temporary
restraining order in an attempt to prohibit the Company from
using its cash. This most likely marks a breakdown in talks with
the banks for new credit facility and increases the likelihood
that the Company will file for bankruptcy protection in the near
term. We believe that a new secured bank loan would be
detrimental to bondholder value and therefore view the breakdown
in talks as a positive credit event.

According to DebtTraders analysts Daniel Fan, CFA, and Blythe
Berselli, CFA, WorldCom Inc.'s 6.95% Bond due 2006 was last
quoted at a price of 37.5. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOM06USR1


WORLDCOM: Where, Oh Where, Will WorldCom File for Bankruptcy?
-------------------------------------------------------------
With $104 billion of assets on its balance sheet, WorldCom will
rank as the largest chapter 11 filing in U.S. history if it
tumbles into bankruptcy court.  Enron and Texaco will vie for
the No. 2 slot, depending on the yardstick used to measure.

Where would WorldCom file for bankruptcy?  WorldCom is based in
Mississippi, incorporated in Georgia, and has affiliates in
scores of other jurisdictions.  They're qualified under 28
U.S.C. Sec. 1408 to file almost anywhere.  If they follow Judge
Gonzalez's logic, when asked to opine about the propriety of
Texas-headquartered Enron filing for bankruptcy in Manhattan,
New York is the most convenient city in the world.  WorldCom and
its affiliated companies, like the Enron debtors, has a global
presence.  The Southern District of New York makes the most
sense.  

WorldCom is being advised by a team -- army, perhaps -- of
lawyers led by Marcia Goldstein, Esq., at Weil, Gotshal & Manges
LLP.  Goldman Sachs is providing WorldCom with financial
advisory services at this time.

WorldCom has reportedly secured a proposal for up to $2 billion
debtor-in-possession super-priority financing facility backed by
J.P. Morgan Chase & Co., Citigroup Inc., and General Electric
Capital Corp.  There's no indication to what extent, if any, the
new DIP financing facility contemplates a roll-up of any
existing bank debt.  Currently, WorldCom's bank lenders are
general unsecured creditors.  DIP financing, of course, is
accorded superpriority secured status under 11 U.S.C. Sec. 364
and recovers the estate's first fruits in a bankruptcy
proceeding.

As reported in Monday's edition of the Troubled Company
Reporter, 25 of WorldCom's 27 lenders under the $2.65 billion
loan facility filed suit in the New York Supreme Court.  That
suit asks the Court to impose a constructive trust on all
traceable funds and send those funds back to the Lenders.  The
Lenders say they were defrauded.  The case has been transferred
to the U.S. District Court for the Southern District of New
York, the Honorable Jed Rakoff presiding.  If Judge Rakoff
grants the Bank's request or freezes funds on a temporary basis,
WorldCom would probably be forced to file for chapter 11
protection in a matter of hours or days, based on reports about
WorldCom's cash position circulating last month.  Eleventh-hour
reports suggest that a deal is in the works under which WorldCom
will agree to restrict spending the loan proceeds.

Semi-annual interest payments were payable on July 15 to holders
of the Company's:

      * $1 billion of 7.375% Notes due 2003 and
      * $1 billion of 7.735% Notes due 2006, for which J.P.
        Morgan serves as Indenture Trustee; and
      * $124 million of 8.500% Notes due 2008 for which Sun
        Trust Bank serves as Indenture Trustee.

WorldCom didn't make those payments, triggering 30-day grace
periods that would expire August 14.  

Another payment is due on July 20 to holders of $200 million of
8.25% Notes due 2023.

Various bondholders have filed securities fraud lawsuits against
the Company.  WorldCom common stock now trades at less than one
cent per share.  Scads of shareholder securities fraud lawsuits
are pending against the Company, Bernard J. Ebbers, Scott D.
Sullivan, other officers and directors, Arthur Andersen, and
everybody else the plaintiffs' lawyers think might contribute a
dime to a settlement fund.


WORLDWIDE WIRELESS: Jury Awards 1st Universe $330,000 in Suit
-------------------------------------------------------------
Worldwide Wireless Networks Inc. (OTCBB: WWWN), provided an
update on the progress of a lawsuit involving a former reseller,
1st Universe.

As previously announced, WWWN has been defending a court case
filed February 6, 2001 in the Orange County Superior Court,
Santa Ana, California by Bidna and Keys on behalf of 1st
Universe and is pursuing a counter suit by WWWN against 1st
Universe. Avila and Peros are defending WWWN in the 1st Universe
suit as well as representing them in the counter suit that was
filed in the same Court on May 30th, 2001. The initial trial
date had been delayed due to numerous issues and did not begin
until June 24th. The first phase of the proceedings were
recently completed with a jury finding in favor of 1st Universe
on several counts and WWWN on one. The current jury verdict
awards 1st Universe approximately $330,000 and there are three
additional causes of action filed by WWWN against 1st Universe
that have yet to be heard. The judge, as opposed to a jury, will
be determining the remainder of the case.

"Unfortunately, we were unsuccessful in presenting our evidence
to the jury," stated Mr. Jerry Collazo, President and acting CEO
of Worldwide Wireless Networks. "Once the outcome of all the
causes of action are known, we will determine the most
appropriate action to ensure that any potentially negative
impact will be minimized and have the least possible effect on
on-going operations. It is important to note that the current
level of judgment represents only about 5% of our total debt.
While the final amount of this new debt represents a small
portion of our total debt, it reinforces our previously stated
need to restructure. As the Company is generating positive cash
flows on unencumbered ongoing operations, we expect to remain
fully operational. But, the need to restructure the total debt
load of the Company will put at risk equity value for all
shareholders. Whatever decision is finally made, it is the
intent of the Company's management to preserve as much
shareholder equity as possible throughout any debt restructuring
process."

Worldwide Wireless Networks is a data-centric wireless
communications company headquartered in Orange, California. The
Company specializes in high-speed, broadband Internet access
using an owned wireless network. Other products and services
include frame relay, collocation services and network
consulting. The Company serves all sizes of private and public
sector accounts. For more information, visit them on the Web at
http://www.wwwn.com  

                         *    *    *

As reported in Troubled Company Reporter's June 14, 2002,
edition, Worldwide Wireless said that while the Company has been
able to fund current recurring operations without the support of
outside investment, much of the old debt carried forward has not
been serviced. This past debt amounts to more than $5 million
and the majority of this old debt is either overdue or in
default. Even though the Company has been able to manage it's
creditor relationships and has not been forced into any extreme
actions, the old debt continues to place the Company in a
vulnerable position as creditors could change their positions
without notice. As previously reported, the Company is
evaluating various options to restructure this debt but the
choices are limited and this situation continues to require the
Company to use the "going concern" designation.


XO COMMS: Court Approves Ernst & Young for Accounting Services
--------------------------------------------------------------
XO Communications, Inc., sought and obtained authority to retain
and employ Ernst & Young LLP, pursuant to sections 327(a), 328
and 330 of the Bankruptcy Code, to provide certain audit,
accounting, tax, and related services as of the petition date.

The Debtor has selected E&Y because of its extensive expertise
and knowledge in the fields of auditing, accounting, and tax. In
connection with the Debtor's retention of E&Y, G. Anthony Hahn
will serve as Audit Partner, G. Ross Kearney will serve as Tax
Partner, Sam T. Block will serve as Audit Manager, and Cynthia
Jefferson will serve as Tax Manager. The primary E&Y
professionals assigned to the Debtor have provided professional
services to the Debtor since 1998, and have audited the
financial statements of the Debtor since fiscal 1998.  The
primary E&Y professionals assigned to the Debtor have also
performed tax compliance and advisory services in connection
with the preparation of the Company's income tax returns.

The Debtor expects E&Y to:

(1) attest and audit services, including, but not limited to,
    the rendering of an audit of the Company's consolidated
    balance sheet and related consolidated statements of
    operations and cash flows for the year ending December 31,
    2002;

(2) render tax return preparation and other tax compliance and
    tax consulting services;

(3) render accounting assistance in connection with reports
    required by the Court;

(4) assist the Debtor's legal counsel with the analysis and
    revision of the Debtor's plan or plans of reorganization;

(5) provide expert testimony as required;

(6) work with accountants and other financial consultants for
    committees and other creditor groups; and

(7) perform other audit, accounting, and tax services as may be
    requested by XO.

The Debtor intends that E&Y, in concert with the other
professionals retained by the Debtor, will undertake every
reasonable effort to avoid any duplication of their respective
services.

Subject to Court approval, E&Y will be compensated on a fixed-
fee or an hourly basis, plus reimbursement of actual and
necessary expenses incurred by E&Y, in accordance with E&Y's
customary billing practices.  To the extent E&Y's services
relates to the Operating Subsidiaries, appropriate inter-company
accounting will be recorded for these services.

In connection with services relating to interim quarterly
reviews of the Debtor's financial statements, E&Y's fixed fee
would be $22,500 for each quarterly review.

For other professional audit and accounting services billed on
an hourly basis, E&Y's hourly rates are $166 for staff
professionals, $226 for senior professionals, $326 for Managers,
$360 for Senior Managers, and $478 for Partners.

Payments to E&Y for tax services will be based upon E&Y's hourly
rates of $169 for staff professionals, $266 for senior
professionals, $434 for Managers, and $492 for Partners.

In light of the nature of the services to be performed, E&Y will
be required to maintain time records on an hourly basis, not the
tenths of an hour basis set forth in the United States Trustee
Guidelines.

Prior to the Petition Date, E&Y received a retainer in the total
amount of $25,000 from the Debtor in connection with future
services to be rendered.

As part of their practices, E&Y LLP and EYCF appear in cases,
proceedings and transactions involving many different attorneys,
financial advisors and creditors, some of which may represent or
be claimants and/or parties in interest in the XO Chapter 11
case.  G. Anthony Hahn, Jr. represents that, after reasonable
inquiry, he believes that none of the services rendered by E&Y
LLP or Ernst & Young Corporate Finance LLC (EYCF) to the
interested parties have been in connection with the Debtor or
its Chapter 11 case. E&Y will not accept any new engagement that
would require E&Y LLP to represent an interest adverse to the
Debtor, Mr. Hahn assures. Because the Debtor is a large
enterprise with over a thousand creditors and other
relationships, E&Y LLP is unable to state with certainty that
every client representation or other connection of E&Y LLP and
EYCF has been disclosed. In addition, E&Y LLP and EYCF
together have thousands of professional employees. It is
possible that certain employees of E&Y LLP and EYCF have
business associations with parties in interest. Mr. Hahn
covenants that, if E&Y LLP discovers additional information that
requires disclosure, E&Y LLP will file supplemental disclosures
with the Court as promptly as possible.

The Court is satisfied that E&Y and each of its members and
associates is a "disinterested person" as this term is defined
in section 101(14) of the Bankruptcy Code. (XO Bankruptcy News,
Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-0900)


* Alvarez & Marsal Strategically Expands National Reach
-------------------------------------------------------
Alvarez & Marsal (A&M), a leading corporate restructuring,
crisis management and creditor advisory firm, has strategically
expanded its national and regional reach to meet the growing
demands for its core services.  Toward this end, the company has
opened five new offices, reinforcing the firm's already strong
regional presence within the United States. The new offices
comprise Atlanta, Chicago, Houston, Austin, and San Francisco,
bringing the total number of A&M offices in the U.S. to 9.  The
firm also has a base of operations in London, Paris and Hong
Kong. A&M's full roster of professionals and employees now
stands at 140 worldwide.  Alvarez & Marsal provides financial
and operational services to troubled companies and those
entities in need of performance improvement.  

"Our growth has been deliberate and intended to enhance A&M's
ability to serve and respond to market and company needs across
the U.S.," said Bryan Marsal, Founding Partner of Alvarez &
Marsal. "Furthermore, these new offices -- as well as the
infusion of additional senior talent -- leave us extremely well
positioned to provide the type of on-the-ground senior support
that our clients demand within markets throughout the US."

The expansion organizes Alvarez & Marsal's U.S. business into
six regions, each complementing Alvarez & Marsal's New York-
based headquarters. The regions consist of  Northeast,
Southeast, Midwest, Southwest, West and Northwest.

"While our clients will continue to enjoy the support and
counsel of our entire network of professionals, we are confident
that our expanded regional structure will provide even greater
service levels and efficiencies.  Our goal has always been to
help solve the issues and problems facing companies today in
multiple industries, and to unlock value for a variety of
stakeholders," said Tony Alvarez II, founding partner of Alvarez
& Marsal."

Alvarez & Marsal's Atlanta office is headed by William H. Runge
and Lawrence Hirsh. Messieurs Runge and Hirsh serve as Managing
Directors in the Southeastern United States which also
encompasses A&M's Charlotte operations. Runge has over 25 years
of combined experience working in operations, financial,
administrative management and turnaround consulting in the
manufacturing, distribution and service industries. Hirsh has
over 16 years of experience providing financial advisory,
corporate restructuring, valuation consulting and transaction
advisory services to clients in industries ranging from
healthcare, steel, technology, communications, to financial
services.

Thomas Hill is the Managing Director for A&M's Midwest region
with an office in Chicago.  Mr. Hill has over 15 years of
experience in corporate turnaround, loan workout and bankruptcy
situations for the manufacturing, transportation, agriculture,
retail and distribution industries.

In A&M's Southwest Region, Dean Swick is the Managing Director
of the firm's Houston office.  He joins Sam Pyland, Managing
Director, who is responsible for overseeing the firm's regional
offices in Dallas and Austin, and will work closely with Swick
to serve companies in Houston.  Swick has over 25 years of
experience in corporate restructuring across multiple
industries.  Pyland draws on more than 30 years of experience
with underperforming and distressed companies in a broad range
of industry settings.

Richard Williamson heads up the Los Angeles and Phoenix offices,
serving as Managing Director for A&M's West Region.  Williamson
has over 23 years of business experience, working with both
healthy and distressed companies in numerous roles, including
management and financial advisor roles in the electronics,
transportation, and retail industries.

A&M's San Francisco office is headed by William Kosturos,
Managing Director of the Northwest Region.  Kosturos has in
excess of 17 years experience in high-profile turnaround
consulting, restructuring and reorganization situations.  He
brings hands-on experience in corporate acquisitions,
divestitures and refinancing in a diverse set of industry
sectors including telecommunications, energy, and retail.

Founded in 1983, Alvarez & Marsal (A&M) is one of the world's
premier corporate restructuring, crisis management and creditor
advisory firms.  A&M's senior consultants are dedicated to
solving complex business, financial and operational problems in
order to unlock and realize maximum value for stakeholders and
shareholders alike.  Through 12 offices and 140 employees
worldwide, A&M provides unparalleled financial and operational
services to troubled and under performing companies through its
core services which include, Turnaround Consulting: Crisis and
Interim Management: Creditor and Financial Advisory Services:
Performance Improvement and Renewal: Business Plan Assessments,
and Trustee and Examiner Services.  For more information please
contact Rebecca Baker, Director of Marketing and Communications
at rbaker@alvarezandmarsal.com


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

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

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

                          *********

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

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

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

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

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

                          *********

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

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

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

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

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

                     *** End of Transmission ***