TCR_Public/020722.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, July 22, 2002, Vol. 6, No. 143     

                          Headlines

360NETWORKS: Submits Final Settlement Notices with 9 Lienholders
ANC RENTAL: Replaces Andersen with E&Y as Independent Auditors
APW: Disclosure Statement & Confirmation Hearings on July 23
AT&T CANADA: Parent Firms-Up Arrangements for Purchase of Shares
ABRAXAS: Units' Sale Proceeds Amount to 10% of Company's Assets

ADELPHIA COMMS: Wants to Pay $2.7 Mill. Prepetition Taxes & Fees
AMERICAN AIRLINES: S&P Rates $500 Mill. JFK Airport Bonds at BB-
ARMSTRONG: EPF Demands Resolution of Administrative Expenses
BALLANTYNE OF OMAHA: May Breach Covenant Under Credit Facility
BELL CANADA INTL: Toronto Court Approves Plan of Arrangement

BIRMINGHAM STEEL: Taps Burr and Hare Wynn as Litigation Counsel
BURKE INDUSTRIES: Seeks OK on Wells Fargo $17.5MM DIP Financing
CDX CORP: Court Sets July 26, 2002 Deadline for Proofs of Claim
CALPINE: Says CEO's Exec. Stock Sale Complies with 10b5-1 Plan
CHELL GROUP: Post Improved Revenues of $20M for 2002 May Quarter

CHELL: Will Hold Conference Call on Quarterly Results on July 24
CONSTAR: S&P Assigns BB- Rating to Corporate Credit & Facilities
CREDIT SUISSE: Fitch Drops Class N P-T Certificates Rating to CC
EDISON INTL: Capital Research Discloses 5.8% Equity Stake
EMCEE BROADCAST: Kronick Kalada Voices Going Concern Doubts

ENCORE SOFTWARE: Obtains Approval to Sell Assets to Navarre Corp
ENRON CORP: Sempra Wants Court to Declare Noranda in Contempt
ENRON: Court Okays Stipulation Giving Protection to RBC/Rabobank
FAIRCHILD: Sale of Main Unit Prompts S&P to Watch B Rating
FEDERAL-MOGUL: Asks Court for 2nd Extension to Exclusive Periods

FEDERAL-MOGUL: Jane L. Warner Steps Down from Board of Directors
FLAG TELECOM: Committee Wants Screening Wall Procedures Set Up
GENEVA STEEL: Asks for Exclusivity Extension to Sept. 30, 2002
GLOBAL CROSSING: Engages PricewaterhouseCoopers as Tax Advisors
HA-LO INDUSTRIES: Completes UPSHOT Sale to Equity for $10MM+

HEALTHGATE DATA: Posts Q2 Net Loss of $1.2MM on $1.5MM Revenues
HIGHWOOD RESOURCES: Lender Draws Down $1MM L/C Issued by Dynatec
IMPSAT FIBER: Turns to Houlihan Lokey for Financial Advice
INTERLINK HOME: Intrepid Files Involuntary Chapter 11 Petition
JC PENNEY: Donates $1MM to School as Part of Settlement Package

KMART CORP: Wants to Stretch Removal Period to October 17, 2002
KMART CORP: Inks Deal to Sell Aircraft to Shamrock for $2MM
KNOLOGY INC: If Informal Talks Fail, Eyes Prepackaged Bankruptcy
LAIDLAW INC: Resolves Claim Dispute with Safety-Kleen Corp.
LEVEL 3 COMMS: June 30, 2002 Equity Deficit Reaches $78 Million

MAIL-WELL INC: June Quarter Net Loss Drops to $34 Million
MATTRESS DISCOUNTERS: Bondholder Committee Hires Houlihan Lokey
MERCANTILE INT'L: Completes Restructuring of $40MM 11.5% Notes
METRIS COS: S&P Says $36M Operating Loss will not Affect Ratings
METROCALL INC: Delaware Court Approves Disclosure Statement

NATIONAL STEEL: Grants Adequate Protection to Mitsubishi, et al.
NETWORK ACCESS: US Trustee Appoints Creditors' Committee
NORTEL NETWORKS: Second Quarter Net Loss Balloons to $697 Mill.
ORIENTAL TRADING: S&P Puts BB- Rating on $180M Senior Bank Debt
PSINET: Trustee Asks to Stretch Administrative Bar Date to Aug 5

PACIFIC CROSSING: Files for Chapter 11 Reorganization in Del.
PC LANDING: Case Summary & 20 Largest Unsecured Creditors
PENTON MEDIA: Revises Guidance Due to Continued Market Weakness
POLAROID CORP: Pursuing for Second Extension to Removal Period    
PROVALIS PLC: Fails to Meet Nasdaq Minimum Listing Requirements

PROVIDIAN FINANCIAL: Unit Closes Sale of Higher Risk Receivables
QWEST COMMS: S&P Ratchets Corporate Credit Rating to B+ from BB+
QWEST COMMS: S&P Drops B-Level Ratings on Three Related Deals
SEALY CORP: June 2 Balance Sheet Upside-Down by $133 Million
SENSE TECHNOLOGIES: Nasdaq to Review Panel's Delisting Decision

SHENANDOAH RESOURCES: Signs Letter of Intent with Longbow Energy
SUN HEALTHCARE: Asks Court to Approve Settlement with Brogdon
SYNSORB BIOTECH: Falls Short of Nasdaq Minimum Listing Standards
TOWER AUTOMOTIVE: Working Capital Deficit Tops $249MM at June 30
US AIRWAYS: Bankruptcy Filing Likely Over Imminent Cross-Default

TELIGENT: Plan Confirmation Hearing Scheduled for August 14
TELEGLOBE INC: Gets 10 Purchase Offers for Core Telecom Business
TELEGLOBE INC: Says E&Y's Reports Available from Ontario Court
TOUCHSTONE RESOURCES: Needs Equity Sale to Continue Operations
TOUCHSTONE RESOURCES: Continental Southern Acquires Equity Stake

TOWER AUTOMOTIVE: Replaces Andersen with Deloitte as Auditors
TUCKAHOE CREDIT: S&P Ratchets Lease Trust 2001-CTL1 Rating to B+
USG CORP: Will Release Second Quarter Earnings Report on July 30
VELOCITA: Retains Swidler Berlin as Special Regulatory Counsel
VENTAS INC: Will Publish Second Quarter Results Tomorrow

WILSHIRE TECH: Posts $28MM Working Capital Deficit as of May 31
WOLF CAMERA: Files Liquidating Plan and Disclosure Statement
WORKGROUP TECHNOLOGY: Reports Improved Results for Fiscal Q1
WORLDCOM INC: S&P Slashes Long-Term Corporate Credit Rating to D
WORLDCOM INC: Files for Chapter 11 Reorganization in Manhattan

WORLDCOM INC: Case Summary and 50 Largest Unsecured Creditors
XO COMMUNICATIONS: Retaining Davis Wright as Special Counsel
ZIFF DAVIS: S&P Slashes $250 Mill. Subordinated Debt Rating to D

* BOND PRICING: For the week of July 22 - July 27, 2002

                          *********

360NETWORKS: Submits Final Settlement Notices with 9 Lienholders
----------------------------------------------------------------
360networks inc., and its debtor-affiliates submit these notices
of settlement with nine lien holders in full and final
satisfaction of all liens held against them by these Lienors:

Lienor                   Property              Settlement Amount
------                   --------              -----------------
Cadence McShane     12061 I-45 North,                  $5,000
Corporation         Houston, Texas

Earthsafe Systems   350 East Cermak,                  $50,000
                    Chicago, Illinois

Fru-Con             737 Locust Ave.                  $400,000
Construction        East St. Louis, Illinos

M.A. Mortenson      250 Marquette Ave.                $85,000
Company             Minneapolis, Minnesota

                    800 North 10th Street              $5,000
                    Sacramento, California

Muska Electric      250 Marquette Ave.                $32,500
Company             Minneapolis, Minnesota

Northern Line       Detroit Lakes, Becker County     $330,000
Layers              Minnesota

                    Lake Bronson, Kittson County
                    Minnesota

                    Ottertail, Ottertail County
                    Minnesota
                    Paynesville, Stearns County
                    Minnesota

                    Winger, Polk County
                    Minnesota

                    Buffalo/Maple Lake
                    Wright County, Minnesota

                    Alexandria, Douglas County
                    Minnesota

                    Thief River Falls
                    Pennington County, Minnesota

Brookstone          378/408 State Highway 508        $411,663
Telecom, Inc.       Chehalis, Washington

                    5431 Meeker Drive
                    Kalama, Washington

                    11350 State Route 4
                    Marissa, Illinois

                    256 Bucris Road
                    Murphysboro, Illinois

                    313 Sandusky Road
                    Pulaski, Illinois

                    State Road 1728
                    Clinton, Kentucky

                    11360 Highway 211
                    Newbern, Tennessee

                    3291 Lovelace Crossing
                    Henning, Tennessee

Unistrut            350 East Cermak                   $12,500
Corporation         Chicago, Illinois

Ferguson Electric   350 Main Street                   $22,000
Construction Co.    Buffalo, New York

Shelley C. Chapman, Esq., at Willkie Farr & Gallagher, in New
York, relates that objections to the payment notices must be:

   (a) made in writing;

   (b) state with particularity the grounds; and

   (c) served upon the Debtors' counsel so as to be received
       within 10 days after the service of these notices.

According to Ms. Chapman, if a Lienor accepts payment and will
not continue, during the pendency of these Chapter 11 cases, to
provide goods and services to the Debtors on customary trade
terms or on the terms of their prepetition contract with the
Debtors:

   (a) any payment on a prepetition claim received by the Lienor
       will be deemed to be postpetition transfer and
       recoverable by the Debtors in cash upon written request;
       and

   (b) upon recovery by the Debtors, any pre-petition claim will
       be reinstated as if the payment had not been made.
       However, nothing will preclude the Lienor from contesting
       any post-payment treatment by requesting that the Court
       schedule a hearing to determine the appropriateness of
       the treatment. (360 Bankruptcy News, Issue No. 27;
       Bankruptcy Creditors' Service, Inc., 609/392-0900)   


ANC RENTAL: Replaces Andersen with E&Y as Independent Auditors
--------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates present the
Court with their application to employ, under a general
retainer, Ernst & Young LLP as independent auditors, accountants
and tax consultants after giving Arthur Andersen LLP the boot.  
E&Y's engagement is retroactive to May 21, 2002.

Mark J. Packel, Esq., at Blank Rome Comisky & McCauley LLP in
Wilmington, Delaware, tells the Court the Debtors would like to
replace Arthur Andersen with Ernst & Young so there would be a
continuity in the services provided to the Debtors.  Employees
at Arthur Andersen in various cities have been hired by Ernst &
Young.  They include all of Arthur Andersen's employees at the
firm's Fort Lauderdale office, who have been providing services
to the Debtors.  The personnel switch from Arthur Andersen to
Ernst & Young became effective on May 21, 2002.

Mr. Packel asserts that the retention of the firm is in the best
interests of the Debtors' estates.  The invaluable knowledge on
the Debtors' business affairs of former Arthur Andersen
employees who are now at Ernst & Young would be difficult and
expensive for other accounting and tax professionals to acquire.

Ernst & Young professionals are expected to render these
services:

A. Provide independent auditing services to ANC, including to
   audit and report on the consolidated financial statements of
   ANC as of and for the year ended December 31, 2002, and to
   review ANC's unaudited quarterly financial information before
   ANC files its quarterly reports on Form 10-Q;

B. Provide additional independent auditing services to ANC,
   including:

   a. provide airport concession audits required for the period
      from May 31, 2002 through May 31, 2003;

   b. audit and report on the Schedule of Sources and Uses for
      the  Enterprise Zone Escrow Account for the year ended
      December 31, 2001; and,

   c. audit and report on the National Car Rental, Inc. and
      Alamo Rent-a-Car, Inc. Schedules of National Fleet Size,
      National Fleet Additions and National Fleet Transfers as
      of March 1, 2002 and for the year ended March 31, 2002,
      and the related schedules of Chicago Rental Revenue and
      National Rental Revenue for the year ended March 31, 2002;

C. Provide independent auditing services for two ANC-sponsored
   employee benefit plans, including to audit and report on the
   financial statements and supplemental schedules of ANC Rental
   Corporation 401(k) Profit Sharing Plan and Value Rent-A-Car
   Benefit Plan for the year ended December 31, 2001, which are
   to be included in the Plans' Form 5500 filings with the
   Department of Labor's Pension and Welfare Benefits
   Administration;

D. Perform certain agreed upon procedures related to the Series
   2002-2 Rental Car Asset-Backed Notes;

E. Perform various tax consulting and controversy services;

F. Provide state unemployment tax consulting services;

G. Prepare the applicable Form(s) 5471 Information Return of
   U.S. Persons with Respect to Certain Foreign Corporations for
   ANC; and,

H. Prepare or review certain specific tax returns.

Ernst & Young will be reimbursed for reasonable out-of-pocket
expenses in rendering services for the Debtors in addition to
the prevailing hourly rates of the professionals assigned to the
Debtors:

                   Audit and Accounting Services

            Partners and Principals         $535/hr
            Senior Managers                  390 - 450/hr
            Managers                         325 - 389/hr
            Seniors                          240 - 290/hr
            Staff                            161 - 185/hr
            Paraprofessional                 100/hr

             Tax Consulting and Controversy Services

            Partners and Principals         525/hr
            Senior Managers                 425/hr
            Managers                        315 - 330/hr
            Seniors                         225 - 240/hr
            Staff                           160 - 175/hr
            Paraprofessional                85  - 100/hr

The Debtors also seek for Ernst & Young to continue the tax
consulting services to the Debtors, which the firm provided as a
Tier 1 ordinary course professional of the Debtors.  For those
services, Ernst & Young will be paid the same rate:

A. 30% of any tax savings received by ANC as a result of Ernst &
   Young's recommendations, and only those recommendations that
   ANC elects or has elected to implement, plus actual expenses;

B. A flat fee of $25,000 plus software fees of $6,000; and,

C. A flat fee of $125,000 for tax returns, plus actual expenses,
   plus an additional $500 for each state tax return prepared by
   Ernst & Young.

Ernst & Young Partner Steven Belous assures the Court that Ernst
& Young is a disinterested person and that these relationships
are unrelated matters to the Debtors' cases:

A. Ernst & Young has requested Donahue LLP to conduct research
   with respect to services provided by it to third parties.  
   The results of the research have not yet been completed, but
   will be disclosed in a supplemental affidavit that will be
   filed with the Court once available.  Donahue provided legal
   services to the Debtors and their affiliates prior to the
   Petition Date;

B. These professionals associated with the Debtors' cases
   provided in the past and are currently providing services to
   Ernst & Young: Arthur Andersen LLP and Arthur Andersen
   Company, Fried Frank Harris Shriver & Jacobson, Piper Marbury
   Rudnick & Wolfe and Fidelity Investments Institutional
   Services Company, Inc.; and,

C. Parties-in-interest in the Debtors' cases: Chase Manhattan
   Bank, Bank One, Citigroup (Citibank NA), First Union and
   Fleet Bank are also participants in Ernst & Young's Revolving
   Credit Program. (ANC Rental Bankruptcy News, Issue No. 16;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


APW: Disclosure Statement & Confirmation Hearings on July 23
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
scheduled a hearing to consider the adequacy of APW Ltd. and
Vero Electronics Inc.'s Disclosure Statement.  The Hearing is
set for July 23, 2002 at 9:30 a.m. before the Honorable Prudence
Carter Beatty.  The hearing to confirm the Amended
Reorganization Plan will commence immediately following the
Disclosure Statement Hearing.

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


AT&T CANADA: Parent Firms-Up Arrangements for Purchase of Shares
----------------------------------------------------------------
AT&T announced that it has arranged for Tricap Investments
Corporation, a wholly owned subsidiary of Brascan Financial
Corporation, to purchase approximately a 63 percent equity
interest and a 50 percent voting interest in AT&T Canada upon
closing. As previously announced, the public shares of AT&T
Canada will be purchased according to the terms of the 1999
merger agreement, by Canadian investors.

Also upon closing, CIBC Capital Partners will acquire
approximately a six percent equity interest and approximately a
27 percent voting interest in the shares of AT&T Canada. The
balance of ownership of AT&T Canada will be retained by AT&T,
which represents approximately a 31 percent equity interest and
a 23 percent voting interest. AT&T will also have a call right
on CIBC's voting shares.

AT&T has agreed to pay the purchase price for the AT&T Canada
shares, on behalf of Tricap and CIBC Capital Partners. Tricap
and CIBC Capital Partners will make a nominal payment to AT&T
upon completion of the transaction, which is expected to occur
in the fourth quarter.

CIBC World Markets is acting as a financial advisor to AT&T in
this transaction.

"We are pleased to conclude this agreement with AT&T," said Jeff
Blidner, Managing Director, Tricap Investments Corporation.
"From our position as a significant shareholder of AT&T Canada,
we will look to play a constructive role in AT&T Canada's
previously announced efforts to pursue a consensual
restructuring of the company's public debt and to support the
board and management in their endeavors to enhance and grow the
company's business and operations."

Brascan Financial Corporation - http://www.brascanfinancial.com
-- is a financial services company that provides asset
management and merchant banking services. Brascan Financial
manages the Tricap Restructuring Fund. Backed by distinguished
participants, which include Canada Pension Plan Investment
Board, Toronto Dominion Bank and GE Capital Corporation, the
Tricap Restructuring Fund is the first of its kind in Canada to
focus on restructuring opportunities. Brascan Financial also
provides select business services to its clients that include
governments, institutions and corporations.

CIBC Capital Partners is the merchant banking division of
Canadian Imperial Bank of Commerce, a Canadian chartered bank.

                       *    *    *

Standard & Poor's lowered its corporate credit and senior
unsecured debt ratings on AT&T Canada Inc. to double-'C' from
double-'B' following the announcement that the company intends
to restructure its public debt through private discussions with
bondholders during the next several weeks and the recent
Canadian Radio-television and Telecommunications Commission
(CRTC) ruling. At the same time, the CreditWatch implications on
the corporate credit and senior unsecured debt ratings were
revised to negative from developing. The ratings were originally
placed on CreditWatch February 22, 2002.

Standard & Poor's also lowered its rating on the company's
secured bank debt to triple-'C'-plus from double-'B'-plus. The
rating remains on CreditWatch with developing implications. The
CreditWatch implications on the bank facility, reduced to C$400
million from C$600 million May 1, 2002, reflect the possibility
the rating could be revised upward to reflect an improvement in
AT&T Canada's financial risk profile should the recapitalization
be successful. They also reflect the risk the recapitalization
plan could be rejected by bondholders and the company might then
turn to some other form of restructuring that could affect the
bank debt.

The ratings actions affect about C$4.9 billion of rated debt.


ABRAXAS: Units' Sale Proceeds Amount to 10% of Company's Assets
---------------------------------------------------------------
On June 27, 2002, Canadian Abraxas Petroleum Limited and Grey
Wolf Exploration Inc., both wholly owned subsidiaries of Abraxas
Petroleum Corporation, a Nevada corporation, sold their
interests in lands and natural gas in the Mahaska area of
Alberta for approximately US $2.5 million to Integra Resources
LTD. and Westminster Resources LTD. These proceeds, combined
with the earlier  dispositions of their interests on May 23,
2002 in the Quirk Creek gas processing facility and associated
reserves for US $20.4  million, (after all adjustments), to
Pengrowth Corporation and the Company's disposition of it's
investment in the East White Point properties in south Texas on
June 4, 2002, for approximately US $9.8 million (after all
adjustments), to Peoples Energy Production, totaled
approximately 10% of the Company's consolidated assets as of
December 31, 2001.

Abraxas Petroleum Corporation is a San Antonio-based crude oil
and natural gas exploitation and production company that also
processes natural gas. The Company operates in Texas, Wyoming
and western Canada. Please visit http://www.abraxaspetroleum.com
for the most current and updated information. The Web site is
updated daily to comply with the SEC Regulation FD (Fair
Disclosure).

At March 31, 2002, Abraxas Petroleum reported a total
shareholders' equity deficit of close to $40 million.


ADELPHIA COMMS: Wants to Pay $2.7 Mill. Prepetition Taxes & Fees
----------------------------------------------------------------
Adelphia Communications sought and obtained authority to pay all
prepetition amounts owed to Taxing Authorities, including all
Sales and Use Taxes, Regulatory Fees and E-rate Amounts
subsequently determined to be owed for periods prior to the
Petition Date.  To the extent any Check has not cleared the
Banks as of the Petition Date, the Court authorize the Banks to
receive, process, honor, and pay those Checks.  To the extent
the Authorities have otherwise not received payment for all
prepetition Taxes and Fees and/or E-rate Amounts owed, the ACOM
Debtors are authorized to issue replacement checks, or to
provide for other means of payment to the Authorities, to the
extent necessary to pay all outstanding Taxes and Fees and E-
rate Amounts owing for periods prior to the Petition Date.

The ACOM Debtors submit the Taxes and Fees and E-rate Amounts to
the Authorities on a periodic basis with funds drawn by checks
or by means of electronic fund transfers.  Prior to the Petition
Date, certain Authorities were sent Checks or Electronic
Transfers in respect of the Debtors' obligations with respect to
prepetition Taxes and Fees and/or E-rate Amounts and certain of
the checks may not have cleared the ACOM Debtors' banks or other
financial institutions as of the Petition Date.

                        Sales & Use Tax

According to Marc Abrams, Esq., at Willkie Farr & Gallagher in
New York, New York, in connection with the normal operation of
their businesses, the Debtors collect sales and use taxes on
behalf of various state and local taxing authorities for payment
to those Taxing Authorities.  The process by which the Debtors
remit the Sales and Use Taxes varies, depending on the nature of
the tax and the Taxing Authority to which it is to be paid.

In the ordinary course of their businesses, the Debtors collect
sales taxes from the purchasers of certain of their products and
services on a per sale basis and remit them periodically to the
applicable Taxing Authorities.  Mr. Abrams explains that sales
taxes accrue as services are provided and are calculated based
upon a statutory percentage of the sale price.  For the most
part, sales taxes are paid in arrears, ordinarily on a monthly
basis, during the month that follows the month in which the
taxes were accrued.  For some jurisdictions, the taxes are paid
on a quarterly, semiannual or annual basis so that the taxes are
paid in the month subsequent to the period in which the taxes
were accrued.  Some jurisdictions, however, require the Debtors
to remit estimated sales taxes on a monthly, quarterly,
semiannual or annual basis.  The Taxing Authorities subsequently
"true up" the estimated payment to actual liability to determine
any payment deficiency or surplusage of the applicable period
and an appropriate refund or payment is then made.

Mr. Abrams adds that the Debtors also are obligated to remit use
taxes on a periodic basis to the applicable Taxing Authorities.
The Debtors incur use taxes in connection with purchase of
taxable equipment and supplies for their own use, in
circumstances where the vendor of these equipment and supplies
failed to collect a sales tax from the Debtors.  Generally, the
Debtors remit the use taxes to the relevant Taxing Authorities
on the same basis as they remit sales taxes.  The Debtors'
estimate that they owe approximately $2,782,365 in Sales and Use
Taxes to the Taxing Authorities as of the Petition Date.

                        Regulatory Fees

In addition to the Sales and Use Taxes, in the ordinary course
of conducting their business operations, the Debtors collect
from their customers and pay to various federal, state, and
local regulatory authorities, various fees and taxes, including,
but not limited to, maintenance fees, telecommunications taxes,
universal service fund fees, federal excise fees, education
access fund fees, telecommunications relay services fees, right-
of-way fees, franchise fees, business license fees, gross
receipts taxes, utility users taxes, utility privilege taxes,
911 fees, FCC fees, and other similar regulatory fees.

Mr. Abrams explains that the Regulatory Fees are used to fund
various federal, state and city agencies, and to subsidize the
cost of local telecommunications services.  The process by which
the Debtors remit the Regulatory Fees varies and depends upon
the nature of the particular Regulatory Fee and the Regulatory
Authority to which it is to be paid.  The Debtors generally pay
Regulatory Fees within 30 days following the end of the period
in which the fees accrue.

Depending on the particular jurisdiction, the Regulatory Fees
are assessed by the Regulatory Authorities based upon a
percentage of the Debtors' gross revenues derived from the
provision of services within the jurisdiction of the relevant
Regulatory Authority, the number of consumers serviced by the
Debtors in the jurisdiction, or the number of access lines
provided by the Debtors, or it may be assessed as a flat fee.
These fees are typically imposed by the Regulatory Authorities
in exchange for granting the Debtors authorization to provide
their services in the particular Regulatory Authority's
jurisdiction.  The Debtors estimate that, as of the Petition
Date, approximately $44,684,000 will be owing in respect of
accrued Regulatory Fees.

                        E-Rate Program

On May 7, 1997, Mr. Abrams recounts that the FCC adopted that
certain Universal Service Order, which was designed to ensure
that all eligible schools and libraries have affordable access
to advanced telecommunications services.  Pursuant to the Order,
eligible schools and libraries are entitled to receive rebates
during a funding year ranging from 20% to 90% on
telecommunications services and Internet access.  The rebates
are funded from the Universal Service Fund and are administered
by the Schools and Libraries Division of the Universal Service
Administration Company.  The Debtors anticipate that as of the
Petition Date, the aggregate amount of unissued and accrued
Rebate Checks will be approximately $969,065.

In the ordinary course of their businesses, Mr. Abrams informs
the Court that the Debtors provide certain schools and libraries
with telecommunications and Internet services.  The Debtors bill
the Schools and Libraries at the full rate for the Services.  
The Schools and Libraries then submit Billed Entity
Reimbursement Forms to the Debtors indicating which Services
were provided and the amount paid for these Services.  The
Debtors certify that the Schools and Libraries actually received
the Services as indicated and return the Reimbursement Forms to
the Schools and Libraries.

The Reimbursement Forms are then submitted by the Schools and
Libraries to the SLD.  The SLD processes each Reimbursement Form
and mails a corresponding check in an amount determined by the
SLD to the Debtor entity that provided the Services.  The
Debtors are required to deposit the Rebate Checks into their own
bank accounts and issue new checks drawn upon the Debtors' bank
accounts to the appropriate Schools and Libraries within 10
calendar days from the date on which the Debtors received the
Rebate Checks. (Adelphia Bankruptcy News, Issue No. 11;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


AMERICAN AIRLINES: S&P Rates $500 Mill. JFK Airport Bonds at BB-
----------------------------------------------------------------
Standard & Poor's assigned its double-'B'-minus rating to the
$500 million New York City Industrial Development Agency special
facility revenue bonds (American Airlines Inc. John F. Kennedy
International Airport Project), series 2002A-D. Bonds will be
serviced by payments made by American Airlines Inc. (BB-
/Negative/--) under a lease between the airline and the agency.
Other ratings for American Airlines and its parent, AMR Corp.
(BB-/Negative/--) are affirmed.

"The JFK Airport bonds, like American Airlines' other airport
revenue bonds, are rated at the same level as its corporate
credit rating, and higher than its senior unsecured debt,
because bondholders are likely to fare better in any bankruptcy
than would general unsecured creditors," said Standard & Poor's
credit analyst Philip Baggaley. The terminal that the bonds are
helping to finance will replace American's existing facilities
at the airport, and serve as the airline's principal
international gateway to Europe. As such, American would likely
wish to preserve access to the terminal in a bankruptcy
reorganization.

Ratings of AMR Corp. and American Airlines Inc. were lowered to
current levels June 28, 2002, and removed from CreditWatch,
where they were placed September 13, 2001 (along with those of
other U.S. airlines). Ratings are supported by a solid
competitive position, an eroded but still better-than-average
balance sheet, and satisfactory financial flexibility in the
form of cash, bank lines, and unsecured assets. These positives
are more than offset by substantial financial damage and ongoing
risks relating to the industrywide crisis since Sept. 11, 2001,
and fairly high operating costs that could increase further with
an upcoming pilot contract likely to be negotiated later in
2002. American, with the April 2001 acquisition of the assets of
Trans World Airlines Inc. (TWA), surpassed United Air Lines Inc.
as the world's largest airline. American has an extensive route
network: the largest in the U.S. domestic market, by far the
largest in Latin America, and one of the largest on routes to
Europe, though with a more limited presence in the Asia/Pacific
region.

AMR Corp. reported a heavy second-quarter 2002 net loss of $495
million, following its first-quarter deficit of $575 million,
reflecting a continuing weak revenue environment. The company
anticipates a further sizable operating loss in the third
quarter, with a write-down of goodwill also possible. Despite
the substantial losses, AMR's liquidity remains satisfactory,
with $2.6 billion of cash, an undrawn $1 billion secured credit
facility (due Sept. 30, 2002), and $6 billion unencumbered
aircraft potentially available for secured borrowing.

Ratings could be lowered if a "double dip" recession or further
substantial terrorist attacks significantly impact revenues and
earnings. However, the revised ratings should be able to
accommodate the anticipated slow industry recovery.


ARMSTRONG: EPF Demands Resolution of Administrative Expenses
------------------------------------------------------------
E.F.P. Floor Products Fussboeden GbmH, based in St. Johann in
Tirol, Austria, asks the Bankruptcy Court for an order granting
relief from the automatic stay so that it can arbitrate disputes
with Armstrong Holdings, Inc. Alternatively, Eric D. Schwartz,
Esq., at Morris Nichols Arsht & Tunnell, in Wilmington,
Delaware, says, E.F.P. wants the Court to compel Armstrong to
pay administrative expenses now due and owing.

On January 29, 2001, Mr. Schwartz advises, EFP received a letter
from Debtors informing EFP that Armstrong considered it to be a
critical vendor.

                       The 2000 Agreement

On May 1, 2000, EFP and Armstrong World Industries, Inc.,
entered into a Supply and Distribution Agreement.  Under the
2000 Agreement, EFP sells laminate floorboard products to
Armstrong.  Armstrong, in turn, sells those products to various
retailers, like Lowes.  The retailers, in turn, sell the
Products directly to consumers.  Each floorboard has a certain
d,cor (a paper pattern or color printed on or applied to the
floorboards).

EFP manufactures the Products based on Rolling Purchase
Forecasts provided by Armstrong to EFP.  EFP uses the Forecasts
as a guide for how much Product to produce for Armstrong. EFP
also uses the Forecasts as a guide for determining if Armstrong
is discontinuing a Product that uses a certain style of Decor.
Armstrong provides the Forecasts to EFP pursuant to the 2000
Agreement.

Armstrong submits written purchase orders to order the Products.  
EFP then sends Armstrong written confirmation of the Purchase
Orders, ships the Products, and invoices Armstrong for the
Products requested in the Purchase Orders.

EFP is required to maintain a certain level of Product
inventory. In particular, EFP is required to "maintain an
inventory of the Products in quantities averaging 2 million
square feet by SKU number of the Products as directed by
Armstrong or Bruce."  EFP maintains the Product Inventory "to
enable shipment of the Products to Armstrong and/or Bruce."  The
mix or style of the Products in the Product Inventory is
determined by a Comprehensive Service Plan.  When the Product
Inventory falls below the appropriate levels, EFP obtains
written approval from Armstrong to restock the Products and the
raw materials required to manufacture the Products.

EFP also keeps a certain level of Decor inventory on hand. EFP
uses the Forecasts as a guide for how much Decor Inventory to
keep on hand. EFP orders Decors according to mutually agreed
upon Decor ordering requirements.  EFP only purchases additional
Decor Inventory after receiving written authority from
Armstrong.

Under the 2000 Agreement Armstrong currently owes EFP
Outstanding Amounts:

         Current Product Inventory            Euro 500,249.98
         Current Decor Inventory              Euro 380,449.18
         Discontinued Inventory               Euro 397,270.51
                                            -----------------
         Total Outstanding Amount           Euro 1,277,969.67

                    Current Product Inventory

EFP has, as of May 7, 2002, Euro 500,249.98 of Product Inventory
at the "Wismar facility" -- all manufactured post-petition.  
Armstrong has included in the post-petition Forecasts each style
in the Current Product Inventory. Armstrong has purchased post-
petition each style in the Current Product Inventory.  EFP
purchased approximately half of the Decors used to manufacture
the Current Product Inventory post-petition.

EFP maintains the Current Product Inventory to enable shipment
of Products to Armstrong. EFP anticipates that Armstrong will
purchase the Current Product Inventory during the term of the
2000 Agreement. If Armstrong does not purchase the Current
Product Inventory during the term of the 2000 Agreement it will
upon termination of the 2000 Agreement have to pay EFP for the
Current Product Inventory and the associated impregnated paper
and packaging materials.

                      Current Decor Inventory

EFP has, as of May 7, 2002, Euro 380,449.18 of Decor Inventory
on hand. Armstrong has included in the post-petition Forecasts
each Product line that uses the Current Decor Inventory.
Armstrong has purchased post-petition each Product line which
uses the Decors that make up the Current Decor Inventory.  
Again, EFP anticipates that the Current D,cor Inventory will be
used to manufacture Product that Armstrong will purchase during
the term of the 2000 Agreement. If during the term of the 2000
Agreement Armstrong discontinues a Product that uses the
Current Decor Inventory or does not use the Current Decor
Inventory, it will have to pay EFP for such Current Decor
Inventory.  More particularly, if Armstrong discontinues
Products which use the Current Decor Inventory, Armstrong will
have to reimburse EFP for the Current Decor Inventory used in
such Products once EFP provides Armstrong written proof of the
costs of such discontinued Decors.

                      Discontinued Inventory

Armstrong has discontinued post-petition certain Products using
certain styles of Decors.  On August 23, 2001, through a
Forecast, Armstrong first notified EFP that Armstrong might be
discontinuing eight Products known as "ALF" style floorboards.   
After the Petition Date, on January 12, 2001, through a
Forecast, Armstrong first notified EFP that Armstrong might be
discontinuing seven Products in the so-called "Inhabit" style
floor boards product line.  EFP is not seeking administrative
expense status for these Products as there was no post-petition
inducement by Armstrong.  Every other Discontinued Product,
EFP contends, was manufactured because Armstrong delivered
Forecasts and placed orders.  If EFP had known it was
manufacturing "discontinued merchandise," is wouldn't have made
the floorboards.

                          The Disputes

Under the 2000 Agreement, Armstrong is required to reimburse EFP
for the Discontinued Decors once EFP provides Armstrong with
written proof of the costs of the Discontinued Decors.  In
addition, it has been Armstrong's course of conduct to reimburse
EFP for the Discontinued Products and Associated Materials at
the same time that it has reimbursed EFP for the Discontinued
Decors.

In an attempt to amicably settle, in October 2001 EFP entered
into discussions with Armstrong about the Inhabit and AFL
Discontinued Products and Discontinued Decors. During these
discussions EFP and Armstrong talked about the final disposition
of these Discontinued Products and Discontinued Decors.
Armstrong suggested and gave EFP permission to search for
potential buyers for the Inhabit and AFL Discontinued Products
and Discontinued Decors.  Armstrong's permission was required
because it has the exclusive right to purchase and sell the
Discontinued Inventory.

EFP found buyers but Armstrong would not agree to the prices the
buyers offered for such Discontinued Products and Discontinued
Decors. After further discussions Armstrong searched for
potential buyers for these Discontinued Products and
Discontinued Decors. Armstrong was unable to find buyers willing
to pay prices for the Discontinued Products and Discontinued
Decors that Armstrong would accept.

On February 26, 2002, EFP sent Armstrong two invoices for
certain of the costs of the Discontinued Inventory.  The
February Invoices' due date was April 26, 2002. To date
Armstrong has not paid the portion of the February Invoices
associated with the Discontinued Inventory.

                    The Arbitration Provision

The 2000 Agreement provides for arbitration of any disputes in
London in accordance with the rules of the International Chamber
of Commerce (Paris).   EFP asks for relief from the automatic
stay to the extent necessary to engage in arbitration with
Armstrong.

The Disputes, Mr. Schwartz contends, should be resolved through
arbitration because the Disputes arise from non-core proceedings
. . . and the Third Circuit has held that courts have no
discretion to deny the enforcement of an arbitration clause in a
non-core bankruptcy proceeding.

The hardship to EFP outweighs the hardship to the Debtors, Mr.
Schwartz continues.  Further delay of the resolution of the
Disputes imposes a significant hardship on EFP.  Delay forces
EFP to fund the Debtors' bankruptcy cases.  EFP continues to
provide benefits to the Debtors under the 2000 Agreement, while
the Debtors refuse to meet their obligations.  EFP continues to
supply Products, maintain the Current Product Inventory, and
otherwise adhere to the terms of the 2000 Agreement while the
Debtors refuse to meet their obligations under the 2000
Agreement, including paying the Outstanding Amounts. This
hardship is especially significant because nothing in the
Bankruptcy Code requires "an obligee . . . to be forced, several
months after bankruptcy to continue to fund someone else's
desire for benefit." (Armstrong Bankruptcy News, Issue No. 25;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


BALLANTYNE OF OMAHA: May Breach Covenant Under Credit Facility
--------------------------------------------------------------
Ballantyne of Omaha, Inc. (OTC BB:BTNE), a leading manufacturer
of motion picture projection and specialty lighting equipment,
expects to report revenues of approximately $8 million for the
second quarter ended June 30, 2002.

The Company concurrently announced that in the second quarter,
it anticipates recording a charge of approximately $500,000
related to a bad debt associated with one of its equipment
distributors, Media Technology Source of Minnesota, LLC, which
filed for Chapter 7 bankruptcy protection on June 25, 2002. As a
result of this charge and its expected impact on EBITDA for the
second quarter, Ballantyne announced that it expects to be out
of compliance with its revolving credit facility and term loan
with GE Capital Business Credit for failing to maintain a fixed
charge coverage ratio. As of June 30, 2002, the Company had no
borrowings under the revolving credit facility, approximately
$1.6 million outstanding under its term loan and approximately
$3.5 million in cash.

The Company will report complete second quarter and six month
results in mid-August.

Ballantyne of Omaha is a leading U.S. supplier of commercial
motion picture and specialty projection equipment utilized by
major theater chains and location-based entertainment providers.
The Company also manufactures, rents and leases specialty
entertainment lighting products used at top arenas, television
and motion picture production studios, theme parks and
architectural sites around the world.


BELL CANADA INTL: Toronto Court Approves Plan of Arrangement
------------------------------------------------------------
Bell Canada International Inc. ("BCI") announced that the
Ontario Superior Court of Justice approved BCI's Plan of
Arrangement at a hearing held this morning in Toronto.  Having
obtained the approval of its shareholders, the holders of its
11% senior unsecured notes and the Court for the Plan of
Arrangement, BCI has met all the required conditions to complete
the sale of its interest in Telecom Americas and intends to
close the transaction on July 24, 2002.  In addition, BCI will
immediately effect the consolidation of its outstanding common
shares such that, following the consolidation, BCI will have 40
million common shares outstanding.  BCI's common shares will
commence trading on a post-consolidation basis on The Toronto
Stock Exchange and the NASDAQ National Market on July 22, 2002.

As part of the Plan of Arrangement, BCI will proceed, under the
supervision of the Court, with the disposition of its remaining
assets in an orderly fashion and seek expeditious resolution of
claims against BCI in order to accelerate final distributions to
BCI stakeholders.

The Court has appointed Ernst & Young Inc. as monitor to perform
the duties set out in the plan, including providing
recommendations to BCI and the Court with respect to the
commencement of a process to identify and deal with claims
against BCI on or before August 16.

BCI is operating under a court supervised Plan of Arrangement to
dispose of its remaining assets, settle all claims against the
company and make a final distribution to shareholders.  BCI is a
subsidiary of BCE Inc., Canada's largest communications company.  
BCI is listed on the Toronto Stock Exchange under the symbol BI
and on the NASDAQ National Market under the symbol BCICF. Visit
our Web site at http://www.bci.ca.


BIRMINGHAM STEEL: Taps Burr and Hare Wynn as Litigation Counsel
---------------------------------------------------------------
Birmingham Steel Corporation and its debtor-affiliates wish to
bring-in Burr & Forman LLP and Hare Wynn Newell & Newton, LLP as
special litigation counsel.

The Debtors require the assistance of special litigation counsel
in class action litigation pending before the United States
District Court for the Northern District of Alabama, Southern
Division, styled Birmingham Steel Corporation on Behalf of
Itself and All Others Similarly Situated v. Tennessee Valley
Authority, Civil Action No. CV-99-J-2294-S.

The Firms are expected to:

     a) prepare on behalf of Birmingham Steel all
        correspondence, pleadings, contracts, and other legal
        documents necessary and advisable to prosecute such
        Litigation; and

     b) perform any and all legal services on behalf of
        Birmingham Steel as necessary to prosecute the
        Litigation.

The Debtors disclose that the Firms have been retained on a
contingency fee basis.

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.


BURKE INDUSTRIES: Seeks OK on Wells Fargo $17.5MM DIP Financing
---------------------------------------------------------------
Burke Industries, Inc., wants the United States Bankruptcy Court
for the District of New Jersey to give it authority to obtain
post-petition financing from Wells Fargo Business Credit, Inc.

The Debtor relates that on May 22, 2002, Wells Fargo issued a
commitment letter  containing more favorable terms and
conditions than the terms proposed by Fleet.  The Commitment
Letter provides not only a postpetition loan facility
commitment, but also an "exit financing" proposal.  The Debtor
asserts that the proposed Wells Fargo Loan will enable it, if
necessary, to preserve the cash that it has on hand for purposes
of making distributions under its plan of reorganization.

The Wells Fargo Agreement provides that:

     a) The Total Facility is $17.5 Million, consisting of a
        Revolving Credit Facility of up to $10 Million, a Real
        Estate Term Loan Facility of $5.7 Million, and a
        Machinery & Equipment Term Loan of $1.8 Million.

     b) The Proceeds shall be used to pay all administrative
        fees and expenses and other costs associated with the
        Debtor's Chapter 11 bankruptcy proceeding; pay fees and
        expenses associated with the Wells Fargo Loan; and
        provide funding for the Debtor's working capital needs.

     c) Interest will be the Base Rate of Interest plus 0.75%
        per annum floating.

     d) The Debtor will pay a $175,000 Commitment Fee, as
        well as, inter alia:

         i) a fee of 0.25% per annum on the unused portion of
            the Revolving Facility, which will be payable
            monthly in arrears; and

        ii) if the DIP Facility is in place for more than 90
            days, an administrative fee equal to $10,000 per
            month, which shall be paid monthly in advance for
            each month or partial month thereafter;

     c) a minimum interest charge of $40,000 per month, which
        shall be payable monthly in arrears on the Credit
        Facilities by September 30, 2002.

The Debtor points out that the terms and provisions of the Wells
Fargo Agreement are fair and reasonable and were negotiated by
the parties in good faith and at an arms'-length.

Burke Industries Inc., a leading, diversified manufacturer of
highly engineered organic, silicone and vinyl based products for
commercial construction, aerospace and other industrial markets,
filed for chapter 11 protection on June 25, 2001. Michael D.
Sirota, Esq. at Cole, Schotz, Meisel, Forman & Leonard
represents the Debtor in its restructuring efforts.


CDX CORP: Court Sets July 26, 2002 Deadline for Proofs of Claim
---------------------------------------------------------------
The Honorable Eugene R. Wedoff of the U.S. Bankruptcy Court for
the Northern District of Illinois, sets July 26, 2002, as the
Claims Bar Date by which all prepetition creditors of CDX
Corporation must file their proofs of claim or be forever barred
from asserting that claim.

Proofs of Claim, to be deemed timely filed, must be actually
received before 4:00 p.m. on the Bar Date by the:

      Clerk of the United States Bankruptcy Court for the
       Northern District of Illinois, Eastern Division
      Everett McKinley Dirksen Courthouse
      219 South Dearborn Street
      Chicago, Illinois 60614

with a copy to:

      Sidley Austin Brown & Wood
      Attn: Dennis M. Twomey, Esq.
      10 South Dearborn Street
      Chicago, Illinois 60603.

The Governmental claims bar date is December 16, 2002.

Rejections Claims must be filed at the later of:

      a. the Bar Date, or

      b. 30 days after the rejection of the affected executory
         contract or lease.

CDX Corporation filed for Chapter 11 protection on June 17,
2002.


CALPINE: Says CEO's Exec. Stock Sale Complies with 10b5-1 Plan
--------------------------------------------------------------
In response to July 16's Dow Jones article, Calpine Corporation
(NYSE: CPN) stated that the recent Form 144 filing with the
Securities and Exchange Commission for Calpine Chairman and CEO
Peter Cartwright is in accordance with a 10b5-1 pre-arranged
structured sales plan.  The recent Form 144 filing covers stock
sales from July 15, 2002 through October 15, 2002.

The company announced Mr. Cartwright's 10b5-1 plan to exercise
options and sell shares of Calpine common stock in February
2002.  Mr. Cartwright is exercising options which otherwise
would expire on December 31, 2002.

DebtTraders reports that Calpine Corp.'s 8.750% bonds due 2007
(CPN07USN1) are trading between 60 and 65. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CPN07USN1for  
real-time bond pricing.


CHELL GROUP: Post Improved Revenues of $20M for 2002 May Quarter
----------------------------------------------------------------
Chell Group Corporation (Other OTC:CHEL) reports its financial
results for the quarter ended May 31, 2002. The Company's total
revenue for the 2002 Third Fiscal Quarter was $20,639,179
compared to $3,492,739 for the 2001 Third Fiscal Quarter, an
increase of $17,146,440 or 490%.

The Company reported a loss of $10,945,346 for the 2002 Third
Fiscal Quarter compared to a loss of $2,300,221 for the 2001
Third Fiscal Quarter. The loss incurred for the quarter included
interest cost of beneficial conversion features of $6,289,134
and financing costs of $2,424,091. These charges relate to the
issuance of promissory notes to investors who have committed to
convert this debt into equity and the conversion of certain
outstanding debt into equity. Subject to shareholders approval
of certain of these transactions, the Company's debt will be
reduced significantly and equity will be increased. Also
included in the loss reported for the quarter was a loss on the
sale of a subsidiary and a loss from discontinued operations of
$662,663.

Excluding the items noted above and interest and bank charges
for the quarter of $269,696, the loss from operations reported
for the 2002 Third Fiscal Quarter was $1,299,792.

"Although the charges reported during the quarter for financing
and debt conversion were significant," quoted Stephen McDermott
newly appointed CEO, "upon shareholders approval of the
conversion of the newly issued convertible notes in the amount
of $6,587,622 to equity, our debt will be considerably lower and
our shareholders equity will reach an all time high."

Chell Group Corporation is a technology holding company in
business to acquire and grow undervalued technology companies.
Chell Group's portfolio includes Logicorp http://www.logicorp.ca
NTN Interactive Network Inc. http://www.ntnc.com,GalaVu  
Entertainment Network Inc. http://www.galavu.com,Engyro Inc.  
(investment subsidiary) http://www.engyro.comand cDemo Inc.  
(investment subsidiary) http://www.cdemo.com.For more  
information on the Chell Group, visit http://www.chell.com.

                         *   *   *

As previously reported in the June 1, 2002 issue of the Troubled
Company Reporter, Chell Group Corporation announced that
pursuant to an April 18, 2002 oral hearing before a Nasdaq
Listing Qualifications Panel, a determination has been made to
delist the Company's securities from The Nasdaq Stock Market
effective with the open of business June 27, 2002.

The Company vehemently disagrees with the Determination and
intends to appeal the Determination to the extent available by
law. The Company has chosen not to seek another listing at this
time, and its securities will remain halted while the Company
pursues the appeal process.


CHELL: Will Hold Conference Call on Quarterly Results on July 24
----------------------------------------------------------------
Chell Group Corporation, a technology holding company in
business to acquire and grow undervalued technology companies,
will hold a conference call to provide an update to investors
and discuss quarterly results.

The conference call will be held on Wednesday, July 24 at 11
a.m. EST. Investors (North American callers) can access the call
by dialing 1.800.482.5547. Overseas callers can access the call
via 1.303.267.1000 and ask for the "Chell Investor Update"
conference call. There will be a ten-day replay commencing 2
hours after the conference call termination at 1.888.211.2648.
The main call will be recorded and will be streamed at:
http://www.irconnect.com/primecast/02/chel2002.mhtml

Chell Group Corporation is a technology holding company in
business to acquire and grow undervalued technology companies.
Chell Group's portfolio includes:

* Logicorp -- http://www.logicorp.ca
* NTN Interactive Network Inc. -- http://www.ntnc.com
* GalaVu Entertainment Network Inc. -- http://www.galavu.com
* Engyro Inc. (investment subsidiary) -- http://www.engyro.com
* cDemo Inc. (investment subsidiary) -- http://www.cdemo.com

For more information on the Chell Group, visit
http://www.chell.com


CONSTAR: S&P Assigns BB- Rating to Corporate Credit & Facilities
----------------------------------------------------------------
Standard & Poor's assigned its double-'B'-minus corporate credit
rating to Constar International Inc. and to its proposed $250
million senior secured credit facilities, based on preliminary
terms and conditions.

In addition, Standard & Poor's assigned its single-'B' rating to
Constar's proposed $200 million senior subordinated notes due
2012. The outlook is stable. Philadelphia, Pennsylvania-based
Constar is a leading manufacturer of blow-molded plastic
containers. Pro forma for the proposed financing plans, total
outstanding debt will be about $363 million.

"The ratings on Constar reflect a below-average business profile
in the fragmented and highly competitive rigid plastic packaging
industry and an aggressive financial profile," said Standard &
Poor's credit analyst Liley Mehta.

Constar, a wholly owned subsidiary of Crown Cork & Seal Co. Inc.
since 1992, will be about 45% owned by Crown following a
proposed IPO. Proceeds from the debt financings and IPO
(expected proceeds of about $140 million) will be transferred to
Crown, which will use the funds to repay its outstanding debt.

Constar's business position is supported by leading market
shares in polyethylene terephthalate (PET) containers for
carbonated beverages and water, long-standing and mostly
contractual relationships with well-established customers, and
modest geographic diversity. Contractual provisions that allow
for the pass through of raw material price changes generally
mitigate vulnerability to PET resin price increases, although
some temporary margin contraction can be expected during periods
of rapid price change. Still, the business profile recognizes
Constar's dependence on a narrow product line and a high level
of customer concentration, with the largest customer, PepsiCo.,
accounting for about 37% of revenues, and the top 10 customers
contributing about 63% of revenues. The company plans to grow in
the value-added, custom PET container segment for food, non-
carbonated beverages, beer and flavored alcoholic beverages,
which currently represent about 13% of its overall revenues.

Financial flexibility is supported by a light maturity schedule
until 2007, and sufficient availability under the proposed $100
million revolving credit facility (although seasonal buildup in
working capital could require higher utilization levels).

Constar's leading position in the high-volume, carbonated
beverage PET container segment, and relatively recession-
resistant end markets limit downside ratings risk. Conversely,
competitive industry factors and high customer concentration
restrain upside ratings potential.


CREDIT SUISSE: Fitch Drops Class N P-T Certificates Rating to CC
----------------------------------------------------------------
Credit Suisse First Boston Mortgage Securities Corp.'s
commercial mortgage pass-through certificates, series 1999-C1,
the $7.1 million class N is downgraded to 'CC' from 'CCC' by
Fitch Ratings. The remaining Fitch-rated classes are affirmed as
follows: $160.4 million class A-1, $660.5 million class A-2, and
interest only class A-X at 'AAA', $52.6 million class B at 'AA',
$58.5 million class C at 'A', $14.7 million class D at 'A-',
$40.9 million class E at 'BBB', $20.5 million class F at 'BBB-',
$32.2 million class G at 'BB+', $23.4 million class H at 'BB',
$11.7 million class J at 'BB-', and $11.7 million class K at
'B+'. Fitch does not rate $15.8 million class L, $9.3 million
class M or $11.7 million class O. The rating downgrade and
affirmations follow Fitch's annual review of the transaction,
which closed in November 1999.

The downgrade reflects the pool performance weakening, expected
losses, and interest shortfalls currently affecting class N.

The 11th largest loan in the pool, SunPark Airpark (2.3%), is
currently real estate owned (REO). A parking garage located near
the St. Louis, MO airport, secures the loan. SunPark remains the
operator of the property. The special servicer, Lennar Partners
Inc., is waiting for the property to stabilize before marketing
for sale. In June, an appraisal reduction amount was applied to
the trust for the SunPark loan. Fitch expects a principal loss
associated with the disposition of this asset. In addition, the
appraisal reduction is causing interest shortfalls in class N.

Additional specially serviced loans expecting losses are East
Mountain Medical Center (0.2%) and Super 8 Motel (0.3%). East
Mountain Medical Center is REO and is secured by a medical
office in Great Barrington, MA. The property is being marketed
for a large single user and has a prospective purchaser. Super 8
Motel in South Bend, IN is currently over 90 days delinquent and
Lennar Partners Inc. is in the process of foreclosing on the
property. Both loans are expected to incur losses.

Wells Fargo Bank, the master servicer, provided year-end (YE)
2001 operating statements for 146 loans (96.9%), excluding
credit leases. The YE 2001 weighted average debt service
coverage ratio (DSCR) is 1.44 times, compared to 1.68x in YE
2000 and 1.41x at closing. The top five loans represent 18.8% of
the pool. The weighted average DSCR for the top five declined
from 1.75x at YE 2000 to 1.38x at YE 2001 and is lower then
1.42x at issuance.

The transaction has seen an increased number of loans of concern
in addition to the specially serviced loans. 25 loans,
representing 13.5% of the pool, reported year-end 2001 DSCR's
below 1.00x, compared to 6.4% for YE 2000. A number of
properties have had vacancy issues. An additional concern for
the loans in the pool is the large amount of document exceptions
including unrecorded mortgages and missing assignments of leases
and rents.

As of the July 2002 distribution date, the pool's aggregate
certificate balance is $1.1 billion, down 3.3% from issuance.
The certificates are currently collateralized by 151 multifamily
and commercial mortgage loans, consisting of office (33.6%),
retail (19.7%), multifamily (18.8%) and hotel (13.3%). The
properties have concentrations in New York (19.6%), California
(18.5%) and Florida (8.9%).

Fitch reviewed the performance of the shadow-rated loan,
Exchange Apartments, Note A (5.0%), and the underlying
collateral. The loan is secured by a 345-unit multifamily
property in lower Manhattan. Fitch's stressed DSCR was
calculated using borrower reported net operating income (NOI)
adjusted for reserves and a Fitch stressed debt constant of
9.23%. The DSCR as of YE 2001 is 1.65x compared to 1.57x at YE
2000 and 1.25x at closing. The Fitch stressed DSCR for the whole
loan is 1.27x for YE 2001. The property's residential units were
91% occupied as of 12/31/01.

Fitch analyzed the performance of the entire pool. Given the
expected losses and interest shortfalls, combined with overall
deterioration of the pool performance, Fitch deemed it necessary
to downgrade classes N. Fitch will continue to monitor this
transaction, as surveillance is ongoing.


EDISON INTL: Capital Research Discloses 5.8% Equity Stake
---------------------------------------------------------
Capital Research and Management Company, an investment adviser
registered under Section 203 of the Investment Advisers Act of
1940, is deemed to be the beneficial owner of 18,733,500 shares,
or 5.8%, of the 325,811,000 shares of Edison International's
common stock believed to be outstanding.  The holding is as a
result of acting as investment adviser to various investment
companies registered under Section 8 of the Investment Company
Act of 1940.

Capital Research and Management Company holds sole dispositive
power only over the 18,733,500 shares.

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

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

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


EMCEE BROADCAST: Kronick Kalada Voices Going Concern Doubts
-----------------------------------------------------------
EMCEE Broadcast Products, Inc. was incorporated under the laws
of the State of Delaware in 1960. The Company manufactures and
sells Multichannel Multipoint Distribution Service ("MMDS"), low
power television ("LPTV"), and medium to high power transmitters
and related equipment. The Company's MMDS products are sold to
the wireless cable industry, and the LPTV and medium to high-
power products are sold to the television broadcast industry.
The medium to high-power products are sold by the Company but
are manufactured by the Company's Kentucky based subsidiary,
Advanced Broadcast Systems, Inc.("ABS"), which the Company
acquired in April, 2000.

The Company also provides all services related to the design,
procurement, and installation of television broadcast systems,
with the exception of licensing submissions.

The Company sells its products in both domestic and
international markets. Sales in the United States are usually
made directly to the customer. Independent sales
representatives, agents and distributors are typically utilized
in foreign countries. They, in turn, sell directly to the
foreign customer.

Most of EMCEE's sales occur in the commercial, educational,
private television system, and data (Internet) systems markets.

Net sales for the fiscal year ended March 31, 2002 totaled
$6,343,000, compared to $6,109,000 for fiscal 2001.  Advanced
Broadcast Systems, Inc.(ABS), a subsidiary which manufactures
high power television transmitters, contributed net sales of
$2,599,000 for fiscal 2002 and $1,189,000 for 2001.

Foreign shipments for fiscal year 2002 totaled $1,107,000
compared to $3,513,000 in fiscal 2001. No customer had sales
volume of ten or more percent in 2002.  One customer in Korea
accounted for $ 1,221,000 (20%) of sales in 2001.  Customer
deposit setoffs as well as a reversal of accrued
expenses relating to commissions reduced this account by
$602,000. Approximately $718,000 of this customer's receivable
remained past due at March 31, 2002.

For the fiscal year 2001, foreign sales were more than half of
total sales for the Company.  However, between 2001 and 2002,
foreign sales declined due primarily to international economic
conditions and the credit worthiness of the Company's historical
customer base.

Net loss before income tax (expense) benefits totaled $2,916,000
and $3,104,000 for the fiscal years 2002 and 2001, respectively.  
In fiscal year 2002, the Company recorded a valuation allowance
for deferred income taxes, which resulted in $777,000 being
recorded as income tax expense.  In fiscal 2001, a $1,099,000
income tax benefit had been recorded.  The impact of these tax
calculations resulted in increasing the net loss for 2002 to
$3,693,000, and reducing the net loss for 2001 to $2,005,000 for
fiscal 2001.

The Company continues to have limited ability to secure
additional funds from debt or equity transactions.  This, along
with depressed market conditions, has created a level of doubt
concerning the Company's ability to continue as a going concern.  
Despite the financial, operational and market conditions,
management continues to implement a plan to stabilize finances
and position the Company for future profitability.

"[T]he Company's significant net losses and operating cash flow
deficiencies raise substantial doubt about its ability to
continue as a going concern" according to the Auditors Report of
Kronick, Kalada, Berdy & Co., P.C. of Kingston, Pennsylvania,
dated June 6, 2002.


ENCORE SOFTWARE: Obtains Approval to Sell Assets to Navarre Corp
----------------------------------------------------------------
Navarre Corporation (Nasdaq: NAVR), a leading distributor of a
broad range of home entertainment and multimedia software
products, has received approval from the United States
Bankruptcy Court for the Central District of California of its
purchase agreement to acquire certain business assets of Encore
Software, Inc., a leading privately owned entertainment and
education PC software publisher.

The deal will mark Navarre's emergence as an owner, marketer and
distributor of consumer software and video game content.

Navarre Corporation (Nasdaq: NAVR) provides distribution and
related services to leading developers and retailers of home
entertainment content, including PC software, audio and video
titles, and interactive games. Navarre's client-specific
delivery systems allow its product lines to be seamlessly
distributed to over 11,000 retail locations throughout North
America. The Company provides such value-added services as
inventory management, Web-based ordering, fulfillment and
marketing and EDI customer and vendor interface. Since its
founding in 1983, Navarre has built a broad base of partnerships
with such leading retailers as CompUSA, Best Buy, The Musicland
Group, Transworld, Sam's Club, Circuit City, and Costco, as well
as content developers including Microsoft, Apple, Symantec, and
independent record labels including Cleopatra and Riviera
Entertainment. For more information, please visit the Company's
Web site at http://www.navarre.com  


ENRON CORP: Sempra Wants Court to Declare Noranda in Contempt
-------------------------------------------------------------
Taking a step back on memory lane, Stuart M. Riback, Esq., at
Siller Wilk LLP, in New York, relates that the Court previously
authorized and approved certain trading contracts' sale and
assignment to Sempra Metals & Concentrates Corp.  Among them
were four contracts between Enron Metals & Commodity Corp. and
Noranda Sales Corp. Ltd. and Noranda Inc.

Noranda was later served with the Assignment Notice on April 11,
2002.  Opportunity to object to the Sale Motion knocked on the
door, but Noranda never answered it.  So when the Sale Order was
finally issued, it provided that all holders of any claims are
barred from asserting claims against Sempra.  The transaction
authorized by the Sale Order closed on April 26, 2002 with no
stay or appeal against the Sale Order.

Mr. Riback tells the Court that Noranda has been threatening to
assert setoff rights at least as early as December 20, 2001.
"Noranda speculates that it might have setoff rights, perhaps
based on piercing the corporate veils separating the various
Enron entities," Mr. Riback explains.

Now, Mr. Riback reports, Noranda refuses to comply with the Sale
Order's injunction prohibiting it from asserting claims against
Sempra.  Noranda also refuses to make the payments due on the
Existing Trade Contracts that Sempra acquired from Enron Metals.
These contracts are:

   (a) Contract 2920 (A, B and C)

       Noranda made partial provisional payments on these
       contracts on these dates and in these amounts:

             May 21, 2001           $814,267
             June 20, 2001        $2,938,051
             August 20, 2001      $1,353,187
             September 20, 2001     $209,548

       The total remaining principal due is $741,171, which is
       owing since January 29, 2002;

   (b) 2953-01/A

       Noranda made a partial provisional payment of $4,047,976
       on this contract on September 20, 2001.  The total
       remaining principal due is $414,020, which is owing since
       April 9, 2002;

   (c) 2953B

       The total principal remaining due is $3,385,920. Of that
       amount, $2,650,734 and $735,186 is due as of December 14,
       2001 and March 5, 2002 respectively; and

   (d) 2968-01/A

       The total principal amount due is $4,145,819. Of that
       amount, $3,242,040 and $903,779 is due and owing as of
       December 12, 2001, and May 2, 2002, respectively.

All in all, Mr. Riback asserts that Sempra is owed $8,686,929
under the contracts and $107,399 in total interest as of July 1,
2002.

According to Mr. Riback, Noranda's sole stated basis for
withholding payment is that it might be entitled to claim a
setoff with respect to amounts it says "other debtor and non-
debtor entities" besides Enron Metals may owe to Noranda or its
affiliate.

Mr. Riback also points out that Noranda has not contested the
invoices nor responded to demands for payment.

By this motion, Sempra asks Judge Gonzalez to:

   (a) hold Noranda in civil contempt of Court for its failure
       to comply with the Sale Order;

   (b) direct Noranda to comply in all respects with the Sale
       Order and to promptly satisfy its outstanding contractual
       obligations to Sempra;

   (c) award Sempra damages caused by Noranda's contempt,
       specifically, the amounts due on the contracts, with
       interest; and

   (d) award Sempra reimbursement of the costs incurred by it in
       enforcing the Sale Order, including its legal fees and
       expenses.

Mr. Riback argues Noranda has no legitimate setoff claims that
it may assert against Sempra.  "Noranda has not pointed to any
transactions between itself and Sempra under which Sempra owes a
debt to Noranda," Mr. Riback observes.  There is clearly no
mutuality here, Mr. Riback asserts.

Moreover, Mr. Riback adds, Noranda's purported setoff rights did
not survive the Sale Order by operation of Section 553 of the
Bankruptcy Code, which provides that setoff rights are
extinguished by the "free and clear" sale.

"The setoff issue should have been raised before the sale," Mr.
Riback chides Noranda.

Mr. Riback maintains that Noranda's continued assertion of
setoff against Sempra is a violation of the Sale Order.  
Accordingly, violations of Bankruptcy Court orders are
punishable by contempt pursuant to Section 105(a) of the
Bankruptcy Code.  Mr. Riback notes that the standard and
appropriate form of a civil contempt sanction is an award of
monetary damages.  "If Noranda does not purge its contempt in
the timely manner to be directed by the Court, Noranda should be
fined for each day it does not comply," Mr. Riback suggests.
(Enron Bankruptcy News, Issue No. 36; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

DebtTraders reports that Enron Corp.'s 6.625% bonds due 2003
(ENRN03USN3) are trading between 11.5 and 12.5. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRN03USN3
for more real-time bond pricing.


ENRON: Court Okays Stipulation Giving Protection to RBC/Rabobank
----------------------------------------------------------------
Royal Bank of Canada and Cooperatieve Centrale Raiffeisen-
Boerenleenbank previously sought a Court order compelling Enron
Energy Services Operation Inc., in its capacity as the managing
member of Aeneas LLC to cause Aeneas to:

   (a) take all necessary actions to facilitate the sale of
       11,500,000 shares of Enron Oil & Gas Resources Inc.
       common stock; and

   (b) distribute the proceeds of the sale to RBC/Rabobank.

But the Debtors and the Official Committee of Unsecured
Creditors objected to the request.  During negotiations, the
parties were able to agree that it is in their best interests
that the Enron Oil & Gas Shares be sold in a manner determined
by the EOG Shares Sale Committee.  However, the parties were not
able to see eye to eye with regard to the Distribution Request.  
So, they decided that the sale proceeds be held in escrow
pending the resolution of the Distribution Relief Request.

The salient terms of the Court-approved Stipulation provides:

1. Sale Instructions

    (a) The EOG Shares Sale Committee shall direct either Aeneas
        or the Broker to cause the Sale of the EOG Shares in
        accordance with this Stipulation and Order and to
        deposit the Net Proceeds in the Escrow Account.

    (b) Enron and EESO shall take, and cause Aeneas to take, all
        necessary and desirable actions in accordance with the
        directions of the EOG Shares Sale Committee, including,
        without limitation, executing the agreements and
        instruments of conveyance and taking actions as may
        be required to effectively consummate the Sale.

2. The EOG Shares Sale Committee shall have the sole discretion
    with respect to decisions in connection with any Sale,
    including, without limitation, the timing of a Sale and the
    choice of the manner in which a Sale is conducted, so long
    as the Sale is conducted in compliance with this Stipulation
    and Order.

3. The Sales shall be conducted subject to:

    (a) Use of Broker

        The Sales shall be conducted to or through one or more
        broker-dealers selected by the EOG Shares Sale
        Committee.

    (b) Price

        The minimum average price per share of EOG Shares based
        upon the Net Proceeds to be received from all Sales in
        the aggregate shall not be below the Floor Price as
        determined by the EOG Shares Sale Committee.

4. Manner of Sale Restrictions

    (a) The EOG Shares shall be sold or resold by a Broker in
        one or more of these ways:

           (i) in compliance with Rule 144 promulgated under the
               Securities Act of 1933, as amended;

          (ii) in block sales so long as no single purchaser or
               group of purchasers will purchase more than an
               aggregate of 2,903,069 EOG Shares in one
               transaction or a series of transactions; or

         (iii) pursuant to a public offering registered under
               the Securities Act.

    (b) The Broker shall have received from the purchaser a
        representation letter to the effect that:

           (i) the purchaser is a bona fide institutional
               investor which would meet the eligibility
               requirements of Rule 13d-1(b)(1) under the
               Securities Exchange Act of 1934 for filing a
               Schedule 13G or is a foreign broker, foreign
               mutual fund, foreign investment advisor, foreign
               investment company or foreign bank which under
               applicable rulings, releases or published
               interpretations of the Securities and Exchange
               Commission or its staff is eligible to file a
               Schedule 13G, but not by reason of Rule 13d-1(c)
               under the Exchange Act; and

          (ii) the purchaser is not and would not be, in any of
               its purchases, part of a group for the purpose of
               acquiring, holding, voting or disposing of equity
               securities of EOG.

5. Net Proceeds

    Subsequent to the EOG Shares Sale Committee's approval, the
    Broker shall be entitled to retain, from the gross proceeds
    of the Sale, all commissions and discounts in connection
    with the Sales.

6. Flow of Net Proceeds

    Upon any Sale of EOG Shares, Aeneas or the Broker shall
    direct the purchaser to pay the Net Proceeds directly to the
    Escrow Account.

7. Terms of Escrow

    The escrow agent shall be Bank One Trust Company, National
    Association or its successors or assigns. The Parties shall
    enter into an escrow agreement with the Escrow Agent.  The
    Escrow Agent shall establish an escrow account pursuant to
    the Escrow Agreement.

8. Additional Funds to be Placed in Escrow

    (a) Each of Enron and EESO shall cause Aeneas to promptly
        deliver any and all dividends paid on the EOG Shares
        currently held by Aeneas (being the sum of $1,025,995)
        and any Dividends received by Aeneas hereinafter to the
        Escrow Agent to be held in the Escrow Account.

    (b) Any Net Proceeds or Dividends are received by RBC and
        Rabobank prior to the release of the funds in the Escrow
        Account, the Net Proceeds or Dividends received by RBC
        and Rabobank shall be promptly delivered to the Escrow
        Agent to be held in the Escrow Account.

    (c) Each of the Parties irrevocably consents to and shall
        raise no objections to any disposition or investment of
        the Net Proceeds effected in accordance with the terms
        and conditions of this Stipulation and Order and the
        Escrow Agreement.

9. Members of the EOG Shares Sale Committee

    (a) The Parties establish the EOG Shares Sale Committee,
        which shall consist of three members each designated by
        Rabobank, Enron and the Creditors' Committee.

    (b) The members are: Ron M. van der Velde (Rabobank
        Designee), Mr. Raymond M. Bowen, Jr. (Enron Designee),
        Mr. Bill Fisher (Creditors' Designee).

    (c) Neither the EOG Shares Sale Committee nor its members
        shall be liable for any action taken or omitted pursuant
        to this Stipulation and Order in good faith.

10. Powers of the EOG Shares Sale Committee

    (a) The EOG Shares Sale Committee shall have the exclusive
        power and authority to make determinations in respect of
        the Sale of the EOG Shares.

    (b) Any decision or action required or permitted to be taken
        by the EOG Shares Sale Committee shall be made by
        unanimous consent of the members of the EOG Shares Sale
        Committee.

11. Final and Binding Sale

    Each Sale shall be final and binding and any Party's failure
    to exercise its right to object or challenge the Sale shall
    be deemed a waiver of the right upon consummation of the
    Sale. (Enron Bankruptcy News, Issue No. 36; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


FAIRCHILD: Sale of Main Unit Prompts S&P to Watch B Rating
----------------------------------------------------------
Standard & Poor's placed its ratings on Fairchild Corp.,
including the single-'B' corporate credit rating, on CreditWatch
with developing implications.

The CreditWatch placement reflects the company's announcement
that it is selling its main unit, Fairchild Fasteners, to Alcoa
Inc. (A+/Negative/A-1) for $657 million in cash. Fairchild plans
to use the proceeds to repay its bank debt and to commence a
tender offer for its outstanding $225 million 10.75% senior
subordinated notes due 2009. The sale is expected to close
before November 30, 2002. Fairchild had approximately $492
million in debt at March 31, 2002.

"Fairchild Fasteners is a leading supplier of fasteners and
fastening systems to commercial aerospace, defense, and
industrial markets and had sales of $571 million in the 12
months ended March 31, 2002, almost 90% of Fairchild's total
revenue," said Standard & Poor's credit analyst Christopher
DeNicolo. The rest of the company's sales are derived from the
distribution of aircraft parts.

Ratings on Dulles, Virginia-based Fairchild reflect a weak
financial profile, stemming from substantial debt burden and
poor profitability, which overshadow the company's major
position in a cyclical industry. Intermediate-term business
prospects for commercial aerospace, Fairchild's largest market,
deteriorated significantly in the wake of the events of Sept.
11, 2001, and a softer global economy. As a result, orders and
deliveries of new jetliners are expected to be substantially
lower in 2002 and 2003, compared with those in recent years
(demand for fasteners is tightly correlated to pounds of
aircraft delivered). Furthermore, since the industry downturn is
only in an early stage, there are considerable uncertainties as
to its duration and the timing and strength of a recovery.

Fairchild will be essentially debt free after the sale of its
fasteners subsidiary, but the scope of its business will be
drastically reduced. Standard & Poor's will meet with management
to determine its strategic plans for the company. Ratings on
Fairchild's bank credit facility and subordinated notes will be
withdrawn when each is repaid. The corporate credit rating on
Fairchild could be raised or lowered depending on prospects for
the remaining operations and the firm's financial profile.

DebtTraders reports that Faichild Corp.'s 10.750% bonds due 2009
(FA09USR1) are trading between 53 and 56. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FA09USR1for  
more real-time bond pricing.


FEDERAL-MOGUL: Asks Court for 2nd Extension to Exclusive Periods
----------------------------------------------------------------
For a second time, Federal-Mogul Corporation and its debtor-
affiliates seek an extension of their exclusive periods to file
a Chapter 11 plan and solicit acceptances of that plan.

The Debtors ask the Court for an extension through and including
November 1, 2002, to propose and file a plan of reorganization.
The Debtors ask for a concomitant extension of their exclusive
solicitation period through and including January 3, 2003.

Federal-Mogul's management and professionals have worked hard
"to stabilize their business operations further and continue
development of [a] strategic business plan, with the intent of
maximizing the value of the Debtors' businesses for the benefit
of all stakeholders," says Laura Davis Jones, Esq., at Pachulski
Stang Ziehl Young & Jones P.C., in Wilmington, Delaware.  "The
extension will afford the Debtors a meaningful and reasonable
opportunity to negotiate with the parties-in-interest and
propose and confirm a consensual plan of reorganization."

Ms. Jones points out that, because of the size and complexity of
these cases, the Debtors need to coordinate, among other things:

A. parallel proceedings in the United Kingdom;

B. the operations of over 450 Debtor and non-Debtor entities;
   and,

C. a large volume of potential claims, including a significant
   number of unliquidated asbestos-related personal injury
   claims.

The Debtors say they've made significant progress during the
pendency of these cases.  The Debtors remind the Court:

A. The Debtors obtained Court approval to continue largely
   intact essentially all of their Employee Plans, following
   extensive negotiations with a number of objecting
   constituencies in these cases, including the Unsecured
   Creditors' Committee, the Asbestos Claimants' Committee, and
   the prepetition lenders;

B. The Debtors have participated extensively in the litigation
   of adversary proceedings pending against the Center for
   Claims Resolution in the Delaware District Court, seeking the
   enjoining of a drawing on certain surety bonds posted in
   favor of the Center for Claims Resolution;

C. The Debtors successfully opposed the appointment of an
   asbestos-related property damage claimants' committee;

D. The Debtors are able to establish a bar date for filing
   asbestos-related property damage claims.  They also appointed
   a claims agent and noticing consultant, and have begun the
   process of evaluating issues related to the establishment of
   a bar date with respect to commercial and similar claims,
   other than asbestos-related claims;

E. The Debtors completed the vast majority of the analysis of     
   the reclamation claims asserted against them and have  
   addressed and litigated a motion brought by certain utilities
   seeking the adequate assurance payments;

F. The Debtors consummated the sale of their Signal-Stat
   business.  They also obtained approval for bidding procedures
   and a letter of intent with respect to the sale of their
   North American camshafts business.  The Debtors also obtained
   approval for a procedure governing the sale of de minimis
   assets and related transactions.  Accordingly, they have
   negotiated and consummated a number of de minimis asset
   sales;

G. The Debtors have responded to significant numbers of
   discovery requests made by various parties in-interest, most
   notably requests for documents made by the Unsecured
   Creditors' Committee;

H. The Debtors secured approval for the appointment of a Legal
   Representative for Future Claimants and a mediator in these
   cases.  The appointment of both individuals is intended to
   facilitate the development and ultimate proposal of a
   consensual reorganization plan;

I. The Debtors have participated in numerous meetings with their
   customers and vendors.  In particular, they participated in
   the Section 23 creditors' meetings required as part of the
   ongoing administration process in England, convened
   presentations to their vendors in both Europe and the U.S.
   with respect to their 2002 business plan, and held a number
   of meetings with professionals representing the creditors'
   committees as well as the prepetition lenders;

J. All motions seeking to lift the bankruptcy stay heard (or
   pending at the beginning of this period) have been resolved
   to the Debtors' satisfaction;

K. The Debtors have rejected numerous executory contracts no
   longer necessary for their business operations.  They have
   also negotiated a new contract with IBM governing a large
   element of their computer equipment needs and secured
   approval to reject certain existing contracts from other
   computer equipment providers; and,

L. The Debtors monitored the ongoing litigation respecting the
   efforts of certain parties to transfer large numbers of
   asbestos-related personal injury claims;

Ms. Jones further relates that the Debtors have been involved in
a continuing effort to assess their businesses and determine the
best steps to be taken for the future of their business.  The
Debtors developed their annual operating plan for 2002, which
was presented to the Debtors' major creditor constituencies at a
February 25, 2002 meeting at the Debtors' corporate headquarters
in Southfield, Michigan.

According to Ms. Jones, this operating plan, in summary, sets
forth the terms on which the Debtors intend to restructure their
operations during 2002 by taking actions like:

A. consolidating certain operations and locations;

B. restructuring certain aspects of the Debtors' material
   sourcing, resulting in an anticipated 2002 cost savings of
   $54,000,000;

C. relocating operations from locations that are presently
   unprofitable to new locations that the Debtors believe will
   enable those businesses to become profitable; and,

D. selling certain other businesses that the Debtors do not
   believe can be made profitable by virtue of a relocation or
   other restructuring.

Ms. Jones also informs the Court that the Debtors convened large
meetings of their North American and European suppliers in
February and March 2002, in order to brief those suppliers on
business operations going forward.  Management also made itself
available to answer suppliers' questions.

In this case, maintaining exclusivity will avoid a
destabilization of the negotiating process that is underway.  At
the same time, significant negative effects that might arise due
to a termination of exclusivity are prevented.  These negative
effects can be a loss of customer confidence in the continuation
of the Debtors' business or the uncertainty among suppliers to
and employees of the Debtors' foreign subsidiaries over the
impact of that action.

Ms. Jones argues that termination of the Debtors' Exclusive
Periods could result in friction between the US and the UK
proceedings, which have been operating smoothly as a result of
frequent and open contacts between the Administrators in the
English and Scottish proceedings and the Debtors' management and
professionals.  The Administrators would then struggle to
address competing plans of reorganization and work with
competing parties-in-interest while honoring their duties
respecting the English Debtors.

"The friction could ultimately result in a bifurcation of the
United States and United Kingdom proceedings respecting the
Debtors, resulting in administrative uncertainty, increased
costs, and ultimately a reduction in value of the Debtors'
businesses," Ms. Jones submits. (Federal-Mogul Bankruptcy News,
Issue No. 20; Bankruptcy Creditors' Service, Inc., 609/392-0900)


FEDERAL-MOGUL: Jane L. Warner Steps Down from Board of Directors
----------------------------------------------------------------
The Board of Directors of Federal-Mogul Corporation (OTC
Bulletin Board: FDMLQ) accepted the resignation of board member
Jane L. Warner, who was appointed to the board February 25,
2002.

Ms. Warner, 55, submitted her resignation "with great
reluctance," citing the demands of her position as president of
the EDS Manufacturing Global Industry Solutions Group. Warner,
who joined EDS in July 2000, was named interim president of the
EDS unit the same week she was appointed to Federal-Mogul's
board; EDS removed the interim designation May 15.

"Board membership is a privilege that carries significant
governance responsibility," Ms. Warner said. "While I am excited
to now lead EDS' Manufacturing Global Industry Solutions Group,
this along with other responsibilities prevents me from having
time to serve Federal-Mogul shareholders well. Federal-Mogul is
making tremendous progress and I have every confidence they will
emerge from bankruptcy as a much stronger enterprise."

Federal-Mogul Chairman and Chief Executive Officer Frank Macher
said, "We are disappointed that our board will not have the
benefit of Jane's experience and insight, but we fully accept
her decision to focus on her leadership position at EDS." Macher
said the board has begun the process of seeking an eighth
director to replace Warner.


FLAG TELECOM: Committee Wants Screening Wall Procedures Set Up
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11  
cases of FLAG Telecom Holdings Limited and its debtor-affiliates
asks the Court to approve procedures to ensure fair trading of
Debtors' securities while their bankruptcy cases are pending.  
The so-called screening wall procedures are meant to be enforced
on securities traders who serve on the creditors' committee.

The term "screening wall" refers to a procedure established by
an institution to isolate its trading activities from its
activities as a member of an official committee of unsecured
creditors in a Chapter 11 case.

A screening wall includes such features as the employment of
different personnel to perform certain functions, physical
separation of the office and file space, procedures for locking
committee related files, separate telephone and facsimile lines
for certain functions, and special procedures for the delivery
and posting of telephone messages.

Such procedures are thought to prevent use or misuse of non-
public information obtained by securities traders who serve on
the creditors' committee and also precludes committee members
from receiving advanced information on trades.

Parent FLAG Telecom Holdings Ltd. has $300,000,000 dollar-
denominated and 300,000,000 euro-denominated 11-5/8% senior
notes due 2010 under two indentures dated March 17, 2000. On
January 30, 1998, subsidiary FLAG Ltd. also issued $430,000,000
of 8-1/4% senior notes due 2008.

                      Creditors' Committee

On May 3, 2002, Alcatel Submarine Networks, Lucent Technologies
Inc., HSBC Bank USA, The Bank of New York, Cerberus Capital
Management L.P., Elliott Management Corp., Varde Partners Inc.,
PPM America, Pacific Investment Management Company LLC were
appointed to serve on the Official Committee of Unsecured
Creditors.

The Bank of New York and IBJ Schroder Bank & Trust Company are
indenture trustees, respectively, for the FTHL and FLAG Ltd.
notes.

                     Proposed Procedures

The committee proposes to the Court these procedures:

   (1) [INSTITUTION] Committee Personnel must execute a letter
       acknowledging that they may receive such non-public
       information and that they are aware of the information
       blocking procedures that are in effect with respect to
       the Debtors' Securities and will follow these procedures
       and will immediately inform Committee counsel in writing
       if the procedures are breached;

   (2) [INSTITUTION] Committee Personnel will not directly or
       indirectly share any information generated or received
       solely from Committee activities with any other
       employees, representatives or agents of [INSTITUTION],
       including [INSTITUTION]'s investment advisory personnel;

   (3) [INSTITUTION] Committee Personnel will maintain all files
       containing information received in connection with or
       generated from committee activities in secured cabinets
       inaccessible to other employees of [INSTITUTION];

   (4) [INSTITUTION] Committee Personnel will not receive any
       information regarding [INSTITUTION]'s trades in the
       Debtors' Securities in advance of the execution of such
       trades, except that [INSTITUTION] Committee Personnel may
       receive such reports showing [INSTITUTION]'s purchases
       and sales and ownership of the Debtors' Securities but no
       more frequently than monthly (provided that [INSTITUTION]
       Committee Personnel may receive the usual and customary
       internal reports showing [INSTITUTION]'s purchases and
       sales on behalf of clients and the amount and class of
       claims, interests or securities owned by such clients to
       the extent that such personnel would otherwise receive
       such reports in the ordinary course and such reports are
       not specifically prepared with respect to the Debtors);

   (5) the compliance department personnel of [INSTITUTION], who
       shall not be involved in trading, investment or portfolio
       decisions, must review its trades of the Debtors'
       Securities to confirm that the trades were made in
       compliance with the information blocking procedures and
       must keep records of the review;

   (6) [INSTITUTION] must take those steps necessary to restrict
       the exchange of Information through electronic means
       between [INSTITUTION] Committee Personnel and all other
        [INSTITUTION] personnel in a manner consistent with the
       foregoing procedures, which will be monitored by
       [INSTITUTION]'s compliance department;

   (7) [INSTITUTION] must disclose to the Office of the United
       States Trustee in writing any decrease in dollar amount
       of the Debtors' Securities held by clients of
       [INSTITUTION] which results in such holdings being less
       than [$10 million or amount to be determined [will seek
       to set at $25 million]] within five business days of such
       trade or trades aggregating the foregoing amount; and

   (8) so long as [INSTITUTION] is a member of the Committee, it
       shall disclose to the United States Trustee every [three
       months or amount to be determined [will seek to set at
       six months]] a declaration verifying continued compliance  
       with the procedures described herein and must immediately
       disclose to the United States Trustee any material
       breaches of the procedures.

David P. Simonds, Esq., at Akin Gump Strauss Hauer & Feld LLP,
says that as evidence of the implementation of the procedures, a
committee member that trades in the Debtors' securities must
file with the Court a screening-wall declaration.

Mr. Simonds says the Motion is consistent with the Order of the
Bankruptcy Court for the Southern District of New York in
connection with the Chapter 11 case of Global Crossing Ltd. and
substantially similar Orders entered in other jurisdictions.

Such precedent Orders provide that a committee member does not
violate its fiduciary duties as a committee member by trading in
the debtor's securities, so long as it acts in accordance with
certain information blocking procedures approved by the
Bankruptcy Court.

Mr. Simonds says he has consulted with the Office of the United
States Trustee concerning the contents of the Motion, and the
United States Trustee's Office has indicated that it does not
object to the substance of the relief requested. (Flag Telecom
Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GENEVA STEEL: Asks for Exclusivity Extension to Sept. 30, 2002
--------------------------------------------------------------
Geneva Steel LLC asks the U.S. Bankruptcy Court for the District
of Utah to extend its exclusive periods to file a plan of
reorganization and to solicit acceptances of that plan.

In the event that a Qualifying Loan Application is submitted to
the Board (of not less than $250 million) by August 1, 2002, the
Debtor wants to maintain its plan filing exclusivity through
September 30, 2002 and maintain its exclusive solicitation
period through November 29, 2002.  If by August 1, 2002 there is
no Qualifying Loan Application submitted to the Board, the
Debtor requests a 30-day contraction of these deadlines.  

The Debtor relates that it formulated a business plan to return
to sustained profitability and is currently in the final stages
of obtaining a replacement lender.  The Debtor believes that
these two events are cornerstones of its future plan of
reorganization.  While the rebound of the steel market may
enable a restart of some operations at the Geneva Mill in the
near future, the Debtor will require a replacement lender to
fully realize its business plan. It is therefore critical that
the Debtor obtains an extension of its Exclusive Periods to
preclude the disruption of its efforts to secure a new lender,
which would occur if non-debtor parties were permitted to file
competing Plans of reorganization.

Geneva Steel owns and operates an integrated steel mill located
near Provo, Utah. The Company filed for chapter 11 protection on
January 25, 2002. Andrew A. Kress, Esq., Keith R. Murphy, Esq.
and Stephen E. Garcia, Esq. at Kaye Scholer LLP represent the
Debtor in its restructuring efforts. When the Company filed for
protection from its creditors, it listed $264,440,000 in total
assets and $192,875,000 in total debts.


GLOBAL CROSSING: Engages PricewaterhouseCoopers as Tax Advisors
---------------------------------------------------------------
Global Crossing Ltd., and its debtor-affiliates, ask and
obtained Court approval for the retention and employment of
PricewaterhouseCoopers LLP to provide certain tax-related
services to the Debtors, nunc pro tunc to January 29, 2002, the
date PwC commenced work on the Debtors' behalf in these Chapter
11 cases.

Specifically, the Debtors retains PwC to provide the following
services:

A. preparation of certain federal and state income and franchise
   tax returns, amended returns and loss or credit carrybacks,
   determination of taxable income related thereto, and
   documentation of related calculations, methodologies, and
   support thereof;

B. review and resolution of various tax notices and assessments;

C. assistance with various tax audits;

D. review of Internal Revenue Service accounts to ensure correct
   interest paid and received;

E. review of sales tax accounts and accounts payable to ensure
   appropriate credits and exemptions taken;

F. assistance with employee expatriate tax returns and related
   items;

G. miscellaneous tax consulting related to various taxes.

The Debtors will compensate PwC on an hourly basis at rates
consistent with the rates charged by PwC in non-bankruptcy
matters of this type plus reimbursement for expenses incurred in
connection with a client's case.  The hourly rates to be charged
by PwC in connection with this representation range from:

      Partners/Directors                 $500 to $733 per hour
      Managers                           $300 to $585 per hour
      Seniors Associates/Associates      $200 to $425 per hour
      Other Personnel                    $ 92 to $161 per hour

Mr. Parrinello informs the Court that PwC is a "creditor" of the
Debtors based on tax work done prepetition.  These receivables
amount to $453,777 and are less that .5% of PwC total and net
assets and have no bearing on the services which are proposed to
be rendered.  All claim to these amounts owing to PwC for
prepetition services rendered to the Debtors are waived.  During
the 90-day period prior to the petition date, PwC received
approximately $212,000 from the Debtors for professional
services performed and expenses incurred. (Global Crossing
Bankruptcy News, Issue No. 15; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


HA-LO INDUSTRIES: Completes UPSHOT Sale to Equity for $10MM+
------------------------------------------------------------
HALO Industries, Inc. (OTC Bulletin Board: HMLOQ), a promotional
products industry leader, has completed the previously announced
sale of UPSHOT to Equity Marketing, Inc. (Nasdaq: EMAK). Equity
Marketing, Inc., is a leading marketing services company based
in Los Angeles. The total purchase price is $10.25 million in
cash with additional consideration based on the future
performance of UPSHOT. Net proceeds received by HALO will be
used to pay down outstanding debt.

Acquired by HALO in 1998, UPSHOT is a marketing agency
specializing in promotion, event, collaborative, direct and
environmental marketing and has offices in Chicago, Illinois and
Richmond, Virginia. UPSHOT is a wholly owned subsidiary of HALO
and operates under the name of Promotional Marketing, L.L.C.,
UPSHOT Integrated, Inc., an Ontario company, is not being sold
as part of this planned transaction.

"This divestiture represents an important milestone for HALO,"
said Marc S. Simon, HALO's president and chief executive
officer. "We will now focus our primary efforts on the plan of
reorganization and our emergence from Chapter 11."

In June, HALO provided an update on the status of the bankruptcy
case advising that the holders of equity interests in HALO are
not likely to receive or retain anything on account of their
interests in HALO in the bankruptcy. This transaction does not
alter that likelihood.

HA-LO Industries, Inc. (OTC Bulletin Board: HMLOQ), based in
Deerfield, Illinois, with offices worldwide, is a promotional
products leader.

Equity Marketing, Inc., is a leading global marketing services
company based in Los Angeles, with offices in London, Paris, New
York, and Hong Kong. The Company designs and produces custom
promotional programs that build sales and brand value for
retailers, restaurant chains and consumer goods companies such
as Burger King Corporation, The Coca-Cola Company, CVS/pharmacy,
Kellogg's, Procter & Gamble and others. The Company complements
its core promotions business by developing and marketing
distinctive consumer products, based on trademarks it owns or
classic licensed properties, which are sold through specialty
and mass-market retailers. More information about Equity
Marketing is available on the Company's Web site at
www.equity-marketing.com


HEALTHGATE DATA: Posts Q2 Net Loss of $1.2MM on $1.5MM Revenues
---------------------------------------------------------------
HealthGate Data Corp. (OTCBB: HGAT), a market-leading provider
and electronic publisher of healthcare information for health-
related organizations, reported financial results for the second
quarter ended June 30, 2002.

Total revenue for the second quarter of 2002 was $1.5 million
compared with $2.3 million for the comparable period of 2001.
HealthGate's revenues for the quarter ending June 30, 2002
declined from the prior year primarily as a result of previously
disclosed customer contract modifications and the expiration of
a contract with Blackwell Science.

In accordance with the provisions of the Emerging Issues Task
Force's Issue No. 01-09, "Accounting for Consideration Given by
a Vendor to a Customer," HealthGate reclassified its
amortization of marketing and distribution rights from an
operating expense to a reduction in revenue for the three and
six months ended June 30, 2001 and 2002.

HealthGate reported a net loss of $1.2 million for the second
quarter of 2002 compared to a net loss of $3.3 million for the
second quarter of 2001. All per share amounts for the current
and prior year periods are reported on a split-adjusted basis
reflecting the company's 3-for-1 reverse split effective July 1,
2001. The company's shift in strategic focus and related
restructuring more closely rationalized its costs and expenses
to its level of revenues and is a primary factor in the
improvement in loss per share over the prior year.

"We have made significant strides in our objective to build our
content and publishing business during the second quarter," said
Bill Reece, HealthGate's CEO. "We expanded our proprietary
offering to over 60% of content resources, we signed additional
publishing agreements with Elsevier Science's Mosby, we
announced the launch of our enhanced multi-dimensional
repository and we responded to our customers' needs when we
announced ``HealthGate Onsite(TM)'- the locally-hosted version
of our content repository," concluded Reece.

Total revenue for the six months ended June 30, 2002 was $3.1
million compared with $5.0 million for the comparable period of
2001. HealthGate's revenues for the six months ending June 30,
2002 declined from the prior year primarily as a result of
previously disclosed customer contract modifications and the
termination of a contract with Blackwell Science.

HealthGate's total costs and expenses decreased to $5.6 million
for the six months ended June 30, 2002 from $10.8 million for
the six months ended June 30, 2001. This decrease in costs and
expenses reflects HealthGate's on-going efforts to align its
cost profile with its revenue stream.

HealthGate reported a net loss of $2.4 million for the six
months ended June 30, 2002 compared to a net loss of $5.5
million for the first six months of 2001.

HealthGate had $5.6 million in cash and marketable securities at
June 30, 2002 compared to $6.7 million at March 31, 2002. The
net cash burn for the quarter was $1.1 million compared to a net
cash burn of $1.9 million for the first quarter of 2002. The
cash burn included payments for such items as a two-year
insurance policy and the development of HealthGate's new
proprietary content offering "Conditions InDepth(TM)." Adjusting
for these payments, the cash burn for the second quarter 2002
would have been approximately $0.7 million, comparable to the
first quarter of 2002.

               Second Quarter Operating Highlights

     -- Released "Conditions InDepth," a useful and consumer-
friendly overview of more than 100 common medical conditions.

     -- Expanded HealthGate's proprietary content to comprise
60% of total content resources.

     -- Launched the enhanced multi-dimensional content
repository benefiting customers with unparalleled customization
and providing the capability to develop new products quickly,
easily and in response to customer and market needs for high
quality healthcare information.

     -- Signed additional publishing agreements with Elsevier
Science's Mosby to license and leverage HealthGate's "The
Natural Pharmacist(TM)" content on herbal interactions and
supplements.

     -- Launched "HealthGate Onsite" a new initiative to meet
customer demand for locally-hosted content along with enhanced
customization features.

     -- Received the American Medical Writers Association's
Solimene Award of Excellence in Medical Communication for
HealthGate's "Journal Notes: Making Sense of Medical News."

     -- MyDocOnline, Inc. contracted with HealthGate for the
provision of content to its web site that connects physicians
and patients.

HealthGate Data Corp. (OTCBB: HGAT), is a market-leading
provider and electronic publisher of healthcare information.
HealthGate offers customers the most comprehensive content
repository of healthcare information, unrivaled in its breadth
and depth of content.  HealthGate's authoritative content is
used by more than 600 hospitals in the U.S. to provide the
capability to drive down costs through more effective research
and treatment, regulatory compliance, and clinician and patient
education.  The company's multi-dimensional XML-based content
can be delivered electronically across virtually any technology
and tightly integrated into a variety of applications used by
its customers.

Since 1999, HealthGate has become an integral part of operations
in approximately 12 percent of all hospitals in the United
States. Some of the most respected healthcare institutions in
the world, including Brigham and Women's Hospital, Swedish
Medical Center, and HCA now utilize the data provided by
HealthGate. The company's content repository is supported by a
flexible, multi-dimensional technology infrastructure designed
to enable HealthGate to rapidly develop products and services
for customers as well as additional markets such as
pharmaceutical companies and payors (insurance companies,
governments, and self-insured organizations).

                         *    *    *

As reported in the May 27, 2002 edition of Troubled Company
Reporter, HealthGate Data Corp., announced that its common stock
moved to the OTC Bulletin Board (OTCBB) effective with its
delisting from the Nasdaq National Market with the open of
business May 24, 2002. HealthGate's stock had not maintained a
minimum bid price of $1.00 and a minimum market value of
publicly held shares of $5.0 million as required by Nasdaq
Marketplace Rules 4450(a)(5) and 4450(a)(2) for continued
listing.


HIGHWOOD RESOURCES: Lender Draws Down $1MM L/C Issued by Dynatec
----------------------------------------------------------------
Highwood announces that its principal lender has drawn down the
$1 million dollar Standby Letter of Credit issued by Dynatec
Corporation on March 28, 2002 due to the failure of Highwood to
pay $1 million dollars to its principal lender by June 30, 2002
as agreed to in the March 28, 2002 amending agreement to the
October 4, 2002 settlement agreement.

Of the $1 million dollar payment, $250,000 has been applied to
the Highwood term debt with the balance being applied to the
operating line.  The operating line limit has been further
reduced as required by the March 28, 2002 agreement by an
additional $250,000 and now stands at $2 million, while term
debt is currently at $550,000.  All monies owed by Highwood to
the principal lender are due and payable on September 30, 2002.

Dynatec Corporation may deliver to Highwood a claim to be
indemnified in respect of the $1 million dollars provided under
the Standby Letter of Credit pursuant to the indemnity and
security agreement entered into between Highwood and Dynatec
Corporation, which requires Highwood to pay the amount claimed
within 60 days.  At present, Dynatec has not issued a claim for
indemnification.


IMPSAT FIBER: Turns to Houlihan Lokey for Financial Advice
----------------------------------------------------------
Impsat Fiber Networks, Inc., obtained authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Houlihan Lokey Howard & Zukin Capital as its financial advisor.

On or about August 31, 2001, the Debtor retained Houlihan Lokey
to serve as its financial advisor in connection with its
restructuring efforts. Since then Houlihan Lokey has developed
extensive knowledge of the Debtor's businesses, operations and
financial condition.

Houlihan Lokey will continue to:

     A. Advise the Debtor generally of available capital
        restructuring and financing alternatives, including
        recommendations of specific courses of action and assist
        the Debtor with the design of alternative transaction
        structures and any debt and equity securities to be
        issued;

     B. Assist the Debtor with the development, negotiation and
        implementation of a transaction, including participation
        as a representative of the Debtor in negotiations with
        creditors and other parties involved in a transaction;

     C. Assist the Debtor in valuing the Debtor and/or, as
        appropriate, valuing the Debtor's assets or operations;
        provided that any real estate or fixed asset appraisals
        needed will be performed by outside appraisers retained
        directly by the Debtor;

     D. Provide expert advice and testimony, in any legal
        proceeding occurring prior to consummating a
        transaction, or prior to any termination of the
        Engagement Letter, related to a transaction, including
        the feasibility of any transaction, the valuation of any
        securities issued in connection with a transaction, and
        any other matter as to which Houlihan Lokey is rendering
        services under the Engagement Letter;

     E. Advise the Debtor with respect to certain potential debt
        or equity financings;

     F. Prepare proposals to creditors, employees, shareholders
        and other parties-in-interest in connection with any
        transaction;

     G. Provide a fairness opinion to the Debtor in connection
        with any out-of court transaction; and

     H. Render such other financial advisory and investment
        banking services as may be mutually agreed upon by the
        Debtor and Houlihan Lokey.

Houlihan Lokey will be entitled to receive:

     a. a Monthly Fee of $200,000;

     b. a Transaction Fee payable in cash and equal to the sum
        of

          i) 1% of $650,000,000 (being the aggregate face amount
             of the 2003 Notes, the 2005 Notes and the 2008
             Notes) and

         ii) .50% of any and all vendor financing principal and
             accrued interest of the Debtor's Non-debtor
             Subsidiaries outstanding as of the date of the
             consummation of the Transaction that is either      
             reduced, retired, satisfied, extended or converted
             to equity or as to which the debt service
             requirements are reduced or extended, less

        iii) 100% of all Monthly Fees paid to Houlihan Lokey up
             to and including the date of the consummation of
             the Transaction; and

     c. reimbursement of reasonable out-of-pocket expenses.

Impsat Fiber, a provider of broadband Internet, data, and voice
services in Latin America, filed for chapter 11 protection on
June 11, 2002. Anthony D. Boccanfuso, Esq., and Michael J.
Canning, Esq. at Arnold & Porter represent the Debtor in its
restructuring efforts. When the Company filed for protection
from its creditors, it listed $667,189,368 in total assets and
$1,334,732,793 in total debts.


INTERLINK HOME: Intrepid Files Involuntary Chapter 11 Petition
--------------------------------------------------------------
The Phoenix Group Corporation (OTC Bulletin Board: PXGPE), a
Dallas-based company, announced that a dispute has arisen with
respect to control of one of its subsidiaries, InterLink Home
Health Care, Inc.  A junior lender to InterLink, Health Care
Industry Fund, Ltd., has assigned its interest to Intrepid of
Texas, Inc., which is a competitor to InterLink in the home
health care industry.  Intrepid has asserted that it has a right
to operate InterLink based upon an alleged default in the loan
agreement between InterLink and Health Care Industry Fund.

Through various legal maneuvers, Intrepid is alleging control
over the voting stock of InterLink and has attempted to elect
new officers and directors of the company. The Phoenix Group
Corporation is vigorously challenging these actions.

DVI Business Credit Corporation, InterLink's senior lender, and
Intrepid each filed separate lawsuits in state court in Dallas,
Texas last Monday. Both lenders sought temporary retraining
orders against InterLink seeking to exercise control over the
management, operations, and accounts receivable of the company.
Phoenix defeated the request of DVI last Monday afternoon in the
state court.

A hearing on Intrepid's request that was scheduled for Tuesday
afternoon last week was cancelled when Intrepid placed InterLink
into Chapter 11 bankruptcy.

The Phoenix Group Corporation is vigorously pursuing all its
legal remedies, including the filing of counterclaims and
temporary restraining orders in connection with these events.


JC PENNEY: Donates $1MM to School as Part of Settlement Package
---------------------------------------------------------------
JC Penney's (Plano, Texas) Eckerd chain has reached a settlement
with the Florida attorney general's office regarding the state's
investigation into the chain's practices with respect to
unsolicited promotions.  Under the settlement, Eckerd donated
$1.0 million to the Florida A&M University School of Pharmacy
and agreed to conspicuously disclose when any marketing
materials are funded or prepared by drug companies.  

In a separate matter, the Florida attorney general's office
closed its investigation into Eckerd's prior practice of
rounding up to whole numbers the amounts on prescription
medication labels.  The attorney general found that the chain
had stopped the practice before it began its investigation, and
that Eckerd had charged insurance companies the proper amount
for the medications.

Lastly, the Company's board of directors elected Vanessa J.
Castagna to the newly-created position of executive VP and
chairwoman & CEO of JC Penney stores, catalog and Internet.  Ms.
Castagna was previously executive VP and COO of JC Penney
stores, merchandising and catalog.  The Company also named Ken
C. Hicks to the newly-created position of president & COO of JC
Penney stores and merchandise operations.  Mr. Hicks comes to
the Company from Payless ShoeSource (Topeka, KS), where he
served as president.

DebtTraders reports that JC Penney Co Inc.'s 8.250% bonds due
2022 (JCP22USR1) are trading between 89.5 and 91.5 . See
http://www.debttraders.com/price.cfm?dt_sec_ticker=JCP22USR1for  
more real-time bond pricing.


KMART CORP: Wants to Stretch Removal Period to October 17, 2002
---------------------------------------------------------------
Kmart Corporation and its 37 debtor-affiliates still need more
time to determine which of 20,000 pending prepetition State
Court Actions they may remove to the Northern District of
Illinois for continued litigation and resolution.

J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom,
in Chicago, Illinois, tells the Court that the Debtors have not
yet had sufficient opportunity to make fully informed decisions
concerning the possible removal of the Actions.

By this motion, the Debtors ask the Court to extend the removal
period to October 17, 2002 or 30 days after the entry of an
order terminating the automatic stay with respect to any
particular action sought to be removed.

Mr. Ivester assures the Court that the Debtors' adversaries will
not be prejudiced by the extension because they are not allowed
to prosecute the Actions anyway absent relief from the automatic
stay.  "The proposed extension requested will not also prejudice
the rights of other parties to any of the Actions," Mr. Ivester
adds.

                       *     *     *

The Court will consider this request on the July 24, 2002
omnibus hearing.  Accordingly, Judge Sonderby extends the
removal period until the time an order on the motion is entered.
(Kmart Bankruptcy News, Issue No. 28; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


KMART CORP: Inks Deal to Sell Aircraft to Shamrock for $2MM
-----------------------------------------------------------
Kmart Corporation and its debtor-affiliates own a 1985 Raytheon
Beechjet 400, identified by serial number RJ-5 and registration
number N77GA.  Prior to the Petition Date, Kmart's divisional
presidents used the corporate aircraft to visit stores in their
respective regions.  This Aircraft is the oldest among the
Debtors' planes and, thus, the most susceptible to high
maintenance costs.

Because the aircraft is considered a surplus asset, the Debtors
hired Aerodynamics Inc. to sell and market the Property.  As
Broker, Aerodynamics will get 2% of the Purchase Price pursuant
to an Exclusive Aircraft Brokerage Agreement.

Marketing of the aircraft began in Spring 2002.  It was listed
with the two main aircraft listing services, AMSTAT and JETNET.
Information about the Property was also provided to Aircraft
Shopper Online.  The aircraft was also marketed on the Broker's
website at www.flyadi.com.  In addition, the property was
promoted through a subscription fax service that was sent to
aircraft dealers, brokers and other interested parties.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom, in Chicago, Illinois, reports that Aerodynamics received
more than 13 indications of interest.  Detailed information was
given to these interested parties.  As a result, Aerodynamics
received four proposals to purchase the Aircraft.

After the Debtors, their legal and financial advisors, evaluated
the terms of each proposal, Shamrock Equipment Company Inc. was
declared the highest and best offer for the Property.

The salient terms of the Purchase Agreement between the Debtors
and Shamrock are:

Purchase Price:  $2,150,000

Escrow Deposit:  $50,000

Assets Included: All Debtors' rights, title and interest in
                 the Aircraft

Closing:         The latest to occur of:

                 (1) approval of the Proposed Sale by the Court;
                 (2) completion of the Pre-Purchase Inspection;
                 (3) closing of the Escrow Deposit; and
                 (4) payment of the Purchase Price.

Conditions to
Closing:         The Agreement is subject to higher and better
                 offers as well as Bankruptcy Court approval.

The Debtors ask the Court to approve the sale of the Aircraft to
Shamrock, subject to higher and better offers. (Kmart Bankruptcy
News, Issue No. 28; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


KNOLOGY INC: If Informal Talks Fail, Eyes Prepackaged Bankruptcy
----------------------------------------------------------------
According to Dow Jones, Knology Inc. and its subsidiary Knology
Broadband Inc. have agreed with an informal committee of
noteholders to restructure Knology Broadband's debt.  If the
proposed restructuring isn't successful, however, Knology
Broadband said it would solicit votes for a prepackaged
bankruptcy filing, according to a press release.  The company
said that some existing stockholders have agreed to invest $39
million in new equity as long as the restructuring is
successful, reported the newswire.  Both of the company's senior
secured lenders have agreed to the terms of the restructuring
plan, the filing said. (ABI World, July 17)


LAIDLAW INC: Resolves Claim Dispute with Safety-Kleen Corp.
-----------------------------------------------------------
Laidlaw Inc., and Safety-Kleen Corp., jointly announced that
through a court approved mediation process they have reached an
amicable resolution of all claims the companies have asserted
against each other. Among other things, the settlement resolves
Laidlaw's $6.5 billion claim against Safety-Kleen, Safety-
Kleen's $13.8 billion claim against Laidlaw, claims by the
Secured Lenders of Safety-Kleen of $6.3 billion against Laidlaw,
and claims by certain officers and directors of each company
against the other company.

The mediation involved both companies and their major creditor
groups. A settlement agreement reflecting the resolution was
finalized Thursday and the companies have agreed to work
together to obtain necessary approvals from the respective
bankruptcy courts in which Laidlaw and Safety-Kleen have filed
for protection.

The central component of the settlement between the two
companies is the agreement by Laidlaw and its major creditor
groups to provide in Laidlaw's Plan of Reorganization for an
allowed general unsecured claim of $225 million in favor of
Safety-Kleen Corp., to be classified as a Class 6 claim with
other general unsecured claims under the Laidlaw Plan.

"Resolution of the dispute between Safety-Kleen and Laidlaw is a
significant step in the process of ensuring Laidlaw's orderly
exit from bankruptcy," said Stephen F. Cooper, Laidlaw Inc.'s
chief restructuring officer. "This settlement agreement will
avoid months of costly litigation, and I look forward to working
with Safety-Kleen to obtain the necessary court approvals and
bringing this process to a successful closure."

"We are glad that we were able to reach resolution through the
mediation process," said Ronald A. Rittenmeyer, Safety-Kleen
chairman, chief executive officer and president. "We believe
this settlement is in the best interests of all the affected
parties, and it represents another important step forward in
Safety-Kleen's efforts to emerge from bankruptcy by the end of
this year."

David Geronemus of JAMS was the mediator selected by the parties
and approved by the two bankruptcy courts.


LEVEL 3 COMMS: June 30, 2002 Equity Deficit Reaches $78 Million
---------------------------------------------------------------
Level 3 Communications, Inc. (Nasdaq: LVLT), announced its
second quarter 2002 results. Consolidated revenue increased to
$750 million from $386 million in the first quarter 2002.
Consolidated EBITDA, excluding stock-based compensation expense
and non-cash asset impairment charges of $44 million, increased
to positive $76 million from positive $51 million for the
previous quarter and negative $106 million for the same period
last year, which excluded $61 million of non-cash impairment
charges. Consolidated Adjusted EBITDA was $102 million for the
second quarter, a decrease from $124 million in the first
quarter 2002.

The net loss for the quarter was $156 million, including a $76
million gain from debt repurchases and a $102 million gain
recognized from the previously announced sale of common stock of
Commonwealth Telephone Enterprises, Inc. (CTCO). Excluding the
gain from debt repurchases, the net loss was $232 million, or
$0.58 per share versus previously announced projections of a net
loss per share of $0.70.

"In spite of continuing challenges in the market, we are pleased
to have exceeded our previously issued projections for the
second quarter," said James Q. Crowe, CEO of Level 3. "I believe
our performance is a result of our continued focus on providing
high quality services to high quality customers."

                    Consolidated Results

               Working Capital and Cash Flow

Consolidated working capital requirements were approximately $57
million during the second quarter. Working capital requirements
were higher than expected as a result of the acquisition of
Software Spectrum. Operating Cash Flow, defined by the company
as Consolidated Adjusted EBITDA minus consolidated capital
expenditures and consolidated working capital requirements, was
negative $36 million for the quarter. Cash consumption from
continuing operations, defined by the company as Operating Cash
Flow minus net interest expense, was $108 million during the
quarter. Level 3 had cash and marketable securities at quarter
end of approximately $1.05 billion, or $1.55 billion pro forma
for the $500 million investment completed on July 8, 2002.

At June 30, 2002, the Company's balance sheet shows a total
shareholders' equity deficit of about $78 million.

               Stock-Based Compensation Expense

The company recognized $53 million in non-cash expense for
stock-based compensation during the quarter. The OSO Program
represents the principal component of the company's stock-based
compensation. This expense is accounted for in accordance with
SFAS No. 123, "Accounting For Stock-Based Compensation."

Since 1998, Level 3 has expensed the value of OSOs and its other
stock-based compensation over the respective vesting period.
This approach is in contrast to the current practice of most
corporations under which conventional stock options are not
accounted for as an expense on the income statement.

Under Level 3's plan, OSO awards are indexed to the performance
of the company's common stock relative to the performance of the
Standard & Poor's 500 (S&P 500) Index.

               Depreciation and Amortization

Depreciation and amortization expenses for the quarter were $190
million, a 10 percent decrease over the previous quarter.

          Corporate Transactions and Business Outlook

     Issuance of 9% Junior Convertible Subordinated Notes

On July 8, 2002, the company completed the sale of $500 million
aggregate principal amount of its 9% Junior Convertible
Subordinated Notes due 2012. The purchasers were three
institutional investors: Longleaf Partners Funds, Berkshire
Hathaway Inc., and Legg Mason, Inc. The company plans to use the
net proceeds for general corporate purposes, including potential
acquisitions relating to industry consolidation opportunities,
capital expenditures and working capital.

"We are particularly pleased that Level 3 was able to secure
additional investment of this magnitude given the constraints of
today's capital markets," said Walter Scott, Jr., chairman of
the board. "Perhaps more important is the reputation and stature
of the investors who have chosen to partner with us."

"The company is now able, with this additional capital, to
better take advantage of acquisition and consolidation
opportunities that are available in the communications industry
today," said Crowe. "We expect to pursue opportunities that will
allow us to add incremental traffic on our existing network, and
accelerate increases in our market share from our target
customer base."

                       Debt Reduction

During the second quarter, the company retired approximately
$140 million face amount of debt through debt for equity
exchanges. The company will continue to evaluate debt reduction
opportunities and, when appropriate, expects to pursue such
transactions.

                        Asset Sales

In addition to the $166 million in net proceeds received from
the recent sale of common stock of Commonwealth Telephone
Enterprises, Inc., the company continues to evaluate the sale of
other non-core assets to improve its liquidity position.

As previously announced, the company has reached a non-binding
letter of intent to sell its 65 percent interest in California
Private Transportation Company (CPTC). If this transaction is
consummated, Level 3 would receive approximately $45 million in
cash proceeds upon the close of this transaction and the
company's consolidated long-term debt would decrease by
approximately $140 million. The sale is subject to execution of
definitive documentation and approval by appropriate legislative
and regulatory authorities. There can be no assurance that the
company will complete the sale of its interest in CPTC.

                  Customer Credit Analysis

On an ongoing basis, the company updates and reviews the
creditworthiness of its customer base. The company classifies
its customers into one of three categories: creditworthy,
moderate risk (customers whose longer term financial prospects
may be in question) and at-risk (financially weaker customers
who are expected to disconnect services in the near term).

At the end of the first quarter, the company stated that
approximately 15 percent of its recurring communications revenue
was derived from at-risk customers. During the second quarter,
customer disconnects and cancellations from at-risk customers
were generally in line with the company's previously announced
expectations.

As of the end of the second quarter, the company believes that
approximately three-quarters of its recurring communications
revenue was from creditworthy customers, and the remaining one-
quarter was split evenly between moderate risk customers and at-
risk customers.

The company continues to expect disconnects and cancellations to
trend down during the second half of 2002, as a result of the
improving credit quality of its customer base.

"While we are not immune to negative surprises, and will
continue to monitor our customer base carefully, we are pleased
with the continued improvement in the credit quality of our
customer base," said Choksi. "We believe that recurring
communications revenue from at-risk customers will approach
normalized levels of approximately 10 percent over time."

                      Business Outlook

"Previously, we had indicated that we believed our ability to
project our results was improving," said Crowe. "However, we are
currently seeing mixed signals in terms of the indicators
related to revenue and cash flow growth. On the positive side,
we experienced a slight reduction in disconnects during the
second quarter and expect lower disconnects during the balance
of the year. In addition, we are seeing a higher level of sales
proposals and request for proposal (RFP) activity than we've
seen for several quarters. On the negative side, the events of
the past quarter, including the highly publicized turmoil in the
communications industry, have contributed to customer
uncertainty and longer sales cycles. In addition, the level of
new sales completed during the second quarter, particularly for
IRUs, was significantly lower than during previous quarters. As
a result, our ability to project future results is subject to
increased uncertainty."

                 Third Quarter Projections

Level 3 expects consolidated revenue to be approximately $785
million, including $255 million from the communications
business, $500 million from information services and $30 million
of other revenue. Approximately $225 million of the
communications GAAP revenue is expected to be from services
revenue and the balance from reciprocal compensation.
Communications GAAP revenue is expected to decline by $21
million from the second quarter, primarily as a result of lower
non-recurring termination revenue. Communications services
revenue, excluding termination revenue of approximately $5
million, is expected to be $220 million. Communications cash
revenue for the third quarter is expected to be $250 million.
The quarter over quarter projected decline in communications
cash revenue is a result of recent weakness in IRU sales.

The company expects third quarter Consolidated Adjusted EBITDA
of $50 million. The projected decline in Consolidated Adjusted
EBITDA quarter over quarter is the result of lower
communications cash revenue. Consolidated EBITDA, excluding
stock-based compensation expense, is expected to be positive $50
million for the third quarter, of which approximately $40
million is anticipated to be generated by the communications
business, $2 million by the information services business and
the balance by other businesses. The quarter over quarter
expected reduction in information services EBITDA is due to
seasonality in Corporate Software and Software Spectrum's
businesses. As a result of seasonality, the information services
business generally has significantly higher revenue and EBITDA
during the second and fourth quarters.

Consolidated capital expenditures for the third quarter are
expected to be approximately $65 million. The company expects
the net loss for the third quarter to be $0.85 per share.

                         2002 Projections

The company expects Consolidated Adjusted EBITDA of $400 million
for the full year 2002. Consolidated capital expenditures are
expected to be approximately $160 million, or $275 million on a
gross basis. Working capital requirements are expected to be
$225 million for the year. As a result, total cash and
marketable securities, excluding restricted cash, are expected
to be approximately $1.3 billion at the end of 2002.

The company expects to generate positive Operating Cash Flow
during the fourth quarter 2002. For the full year 2002,
Operating Cash Flow is expected to be negative $100 million.

                           Summary

"While there continues to be considerable uncertainty both with
regard to the timing of the recovery of the communications
industry and our ability to project future results with
accuracy, we believe that Level 3 is well positioned to benefit
when the recovery occurs," said Crowe. "In the meantime, we
remain focused on managing cash flow and preserving our strong
cash position. We believe we remain fully funded through free
cash flow breakeven and now have $500 million in additional
liquidity to pursue opportunities."

Level 3 (Nasdaq: LVLT) is an international communications and
information services company offering a wide selection of
services including IP services, broadband transport, colocation
services and the industry's first Softswitch based services. Its
Web address is http://www.level3.com

The company offers information services through its wholly-owned
subsidiaries, (i)Structure, Software Spectrum, and Corporate
Software. (i)Structure is an Application Infrastructure Provider
that provides managed IT infrastructure services and enables
businesses to outsource IT operations. Its Web address is
http://www.i-structure.com

Software Spectrum is a global business-to-business software
services provider specializing in enterprise software
management, licensing and support. Its web address is
http://www.softwarespectrum.com

Corporate Software helps Fortune 500 companies acquire,
implement, and manage software. Its Web address is
http://www.corporatesoftware.com

DebtTraders reports that Level 3 Communications 11.250% bonds
due 2010 (LVLT10USR1) are trading between 36.5 and 38. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=LVLT10USR1
for more real-time bond pricing.


MAIL-WELL INC: June Quarter Net Loss Drops to $34 Million
---------------------------------------------------------
Mail-Well, Inc. (NYSE: MWL), announced its results for the
quarter and six months ended June 30, 2002. Consistent with the
July 9th announcement, pro forma results from continuing
operations before restructuring and other non-recurring charges
were a loss of $3.1 million on sales of $421 million during the
second quarter and a loss of $0.7 million on $864 million of
sales for the six months ended June 30, 2002, compared to
earnings of $4.8 million on sales of $472 million for the same
quarter the previous year, and $10.1 million on $960 million of
sales in the first six months of last year.

The continuing operations now include the results of PrintXcel
as the Special Committee of the Board has agreed with
management's recommendation to keep that operation as part of
Mail-Well. The corresponding pro forma results before
restructuring and other non-recurring charges for "New Mail-
Well," including PrintXcel but excluding the results of assets
held for sale, were a loss of $4.5 million on sales of $395
million during the second quarter and a loss of $4.2 million on
$817 million of sales for the six months ended June 30, 2002,
compared to earnings of $2.3 million on sales of $451 million
for the same quarter the previous year, and $5.4 million on $921
million of sales in the first six months of last year.

As part of Mail-Well's previously announced consolidation of
certain Envelope plants and other restructuring programs, a
charge of $9.3 million was recorded during the quarter, bringing
the total to $23.8 million for the first half of the year.
During the quarter the Company also recorded an impairment
charge of $2.8 million on certain of the non-strategic assets
held for sale. This charge was based on the proceeds currently
anticipated from the sale of these assets which are expected to
occur in the third quarter. Also during the quarter, the loss
from discontinued operations was increased slightly due to the
completion of the sale of the label business and final
settlements on the sale of Curtis 1000. Since PrintXcel was
withdrawn from the market, the assets and liabilities of this
business have been added back to the balance sheet at fair
market value. This required the recognition of an additional
$10.4 million loss primarily related to the reversal of a tax
asset recorded in anticipation of PrintXcel's sale.

Mail-Well completed the refinancing of its bank debt by securing
a new $300 million senior secured credit facility. Part of the
availability of this new credit facility was used to pay off
existing bank debt. As a result of this refinancing, the Company
wrote-off deferred financing fees as an extraordinary loss of
$5.4 million, net of income taxes. As a result of the foregoing,
the Company's net loss was $34.3 million for the quarter
compared to a net loss of $92.5 million during the second
quarter of 2001. On a year to date basis, the Company's net loss
was $56.0 million compared to a net loss of $88.9 million for
the comparable period of 2001.

Paul Reilly, Chairman, President and CEO, stated, "During the
quarter we have seen continuing declines in our three
businesses. In both Envelope and PrintXcel, we have been able to
maintain or increase our margins through cost controls and
efficiency improvements despite lower sales. However, this has
not been possible in our Commercial Printing business which
continues to experience very weak demand and competitive pricing
pressures. Our full year forecast for EBITDA is expected to be
in a range of $125 to $140 million for our three businesses,
which will constitute "New Mail-Well" going forward. The low end
of this range assumes that the expected seasonal upturn in
Envelope sales in the second half of the year will not occur,
while the top end of the range assumes a 6% increase in Envelope
sales above the normal seasonality typical of the third and
fourth quarters. This also assumes that sales for Commercial
Printing and PrintXcel will be at the same levels as the second
quarter adjusted only for seasonality throughout the second half
of the year."

Reilly continued, "During the first half of the year, we
announced the sale of Curtis 1000 and our Label business. We
have letters of intent on the remaining non-strategic operations
we have for sale and expect to complete these sales during the
third quarter. With this phase of our strategic realignment
coming to a close, the issuance of $350 million of senior bonds
in the first quarter and the refinancing of our banking debt in
the second quarter, Mail-Well is on a sound financial base to
operate within these tough economic conditions. We have the
funds necessary to retire our 5% subordinated notes when they
come due in November 2002 and face no further significant
maturities on any of our debt before 2005."

Mail-Well (NYSE: MWL), until 2001, had specialized in four
growing multibillion-dollar market segments in the highly
fragmented printing industry: commercial printing, envelopes,
labels and printed office products. Mail-Well currently has
approximately 12,000 employees and more than 90 printing
facilities and numerous sales offices throughout North America.
The previously announced strategic plan will result in the
company concentrating on its Envelope, Commercial Print and
PrintXcel segments, where it already holds leading positions.
The other segments have been exited. The company is
headquartered in Englewood, Colorado.

                         *    *    *

As reported in Troubled Company Reporter's July 11, 2002,
edition, Standard & Poor's lowered its corporate credit rating
on Mail-Well Inc., to double-'B'-minus from double-'B', its
subordinated debt rating to single-'B' from single-'B'-plus, and
its senior secured and senior unsecured debt ratings to double-
'B'-minus from double-'B'.

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

The outlook is negative.


MATTRESS DISCOUNTERS: Bondholder Committee Hires Houlihan Lokey
---------------------------------------------------------------
Professionals in Houlihan Lokey Howard & Zukin's New York office
represent an informal committee of Mattress Discounters
Corporation bondholders.  The members of that ad hoc committee
hold Mattress Discounters' 12-5/8% Senior Notes due 2007.  Those
notes were issued in an Exchange Offer completed over a year
ago.  Moody's and Standard & Poor's rate the $140 million note
issue as junk.

An interest payment was due on July 15, 2002.  The Company
didn't make that payment.  At March 30, 2002, the company had
$3.4 million in the bank.

J.P. Morgan Chase, ARK II CLO 2001-1 and Fleet National Bank
funded the January 15, 2002, interest payment to the Noteholders
after increasing availability under the secured revolving
facility by $10 million. That $30 million Revolver may now be in
default too.  

Mattress Discounters is one of the largest mattress retailers in
the United States, with 300+ outlets in a dozen markets selling
nearly a half-million mattresses annually.  Mattress Discounters
is the world's largest retailer of Sealy-brand mattresses.  The
Company is headquartered in Upper Marlboro, Maryland, and, at
last count, employs 1,500 workers.

Mattress Discounters' current majority owners bought the company
from Heilig-Meyers Company in 1999.  Heilig-Meyers is still owed
$22 million from that transaction.  Jonathan B. Cleveland in
Houlihan's Minneapolis office assures the U.S. Bankruptcy Court
for the Eastern District of Virginia in Richmond that nobody in
Houlihan's Minneapolis office, representing Heilig-Meyers'
creditors committee, will get anywhere near Houlihan's Mattress
Discounters' engagement team.


MERCANTILE INT'L: Completes Restructuring of $40MM 11.5% Notes
--------------------------------------------------------------
Mercantile International Petroleum Inc., an oil and gas
exploration and production company, reported that the
restructuring of its outstanding US$40,000,000 11.5% senior
unsecured debentures, due May 11, 2002, was completed.

The restructuring was done under a Plan of Arrangement under the
Companies Law of the Cayman Islands which was implemented
effective as of June 28, 2002. Under the Plan, MIP's outstanding
common shares were consolidated on a 10 for 1 basis into
approximately 4,252,140 consolidated common shares; 33,631,000
consolidated common shares and 43,604,000 new B Warrants of MIP
are to be issued to the debentureholders in full satisfaction of
all principal and accrued interest owing on the debentures;
MIP's existing 12,000,000 warrants, expiring May 11, 2002, are
to be exchanged for 1,200,000 new A Warrants; 710,000 new A
Warrants are to be issued to the shareholders of MIP; and
773,000 consolidated common shares and 1,285,000 new B Warrants
are to be issued to its non-executive Chairman, Jeffrey
Waterous, to settle amounts owing to him for past services and
to purchase his 4% working interest in Block III Talara, Peru.

Letters of transmittal have been mailed to MIP's shareholders,
debentureholders and warrantholders. These letters of
transmittal must be signed by registered shareholders,
debentureholders and warrantholders, as applicable, and returned
to CIBC Mellon Trust Company in order to receive certificates
for consolidated common shares, A Warrants and B Warrants. All
consolidated common shares and A Warrants issued under the Plan
will be held in escrow for up to 24 months after listing of the
consolidated common shares on a recognized stock exchange (or
such longer period, if any, imposed by the applicable exchange).
The A Warrants entitle holders to purchase consolidated common
shares at a price of US$1.20 per share and the B Warrants
entitle holders to purchase consolidated common shares at a
price of US$2.40 per share. Complete details of the A Warrants
and B Warrants are set out in MIP's proxy materials which were
mailed to shareholders, debentureholders and warrantholders in
connection with the meetings held on June 3, 2002, at which the
Plan of Arrangement was approved.

MIP is incorporated in the Cayman Islands and is involved in oil
and gas exploration, development and production. Through its
wholly-owned subsidiaries, MIP holds oil and gas interests in
Peru and Colombia.

MIP's financial statements are available on SEDAR.


METRIS COS: S&P Says $36M Operating Loss will not Affect Ratings
----------------------------------------------------------------
Standard & Poor's said that the announcement by Metris Cos. Inc.
(B+/Negative/-) of an operating loss of $36 million for the
second quarter ended June 30, 2002 will have no effect on the
company's ratings. Building loan loss provisions as well as
increasing marketing spending contributed to the loss. However,
volatility in earnings performance in a difficult economic
environment can be tolerated at the current rating category,
which is well within noninvestment grade. Moreover, capital
levels, in relative as well as in absolute terms, remain high.
Total equity now amounts to $1.1 billion, and the managed loss
reserves offered an additional $1 billion cushion, which
together amounted to approximately 18% of managed assets.
However, Standard & Poor's remains concerned about the company's
ability to maintain funding options if management cannot
stabilize asset quality in short order. While both the company
and its main operating unit, Direct Merchants Credit Card Bank
N.A., have a respectable liquidity reserve in the form of cash
equivalents and availability of various borrowing facilities,
such sources are far from inexhaustible.


METROCALL INC: Delaware Court Approves Disclosure Statement
-----------------------------------------------------------
Metrocall, Inc. (OTCBB:MCLLQ), has received court approval of
the adequacy of its Disclosure Statement and approval to
commence solicitation of votes of its Plan of Reorganization.

Metrocall expects to mail the approved Disclosure Statement, the
Plan and related ballots on or before July 25, 2002. Final
ballots are due by 4:00 PM on September 4, 2002. A hearing to
confirm the Plan has been set for September 12, 2002.

"We are pleased to receive court approval of our Disclosure
Statement. Thanks to the support of our creditors, customers and
employees, we are progressing rapidly through our reorganization
process. We expect to emerge in late September and we look
forward to offering wireless communications products and
services as we lead our industry into the future," said Vincent
D. Kelly, Chief Operating and Financial Officer of Metrocall,
Inc.

Metrocall, Inc., headquartered in Alexandria, Virginia, is one
of the largest wireless data and messaging companies in the
United States providing both products and services to
approximately 4.5 million business and individual subscribers.
Metrocall was founded in 1965 and currently employs
approximately 2,200 people nationwide.

The Company currently offers two-way interactive messaging,
wireless e-mail and Internet connectivity, cellular and digital
PCS phones, as well as one-way messaging services. Metrocall
operates on many nationwide, regional and local networks and
offers totally integrated resource management systems and
communications solutions for business and campus environments.

Metrocall's wireless networks operate in the top 1,000 markets
across the nation and the Company has offices in more than
thirty states. For more information on Metrocall please visit
our Web site and on-line store at http://www.Metrocall.comor  
call 800/800-2337.

DebtTraders reports that Metrocall Inc.'s 10.375% bonds due 2007
(MCLL07USR2) are trading between 4 and 6. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=MCLL07USR2
for more real-time bond pricing.


NATIONAL STEEL: Grants Adequate Protection to Mitsubishi, et al.
----------------------------------------------------------------
National Steel Corporation and its debtor-affiliates seek the
Court's approval to enter into an agreement granting adequate
protection to Mitsubishi Corporation and Marubeni Corporation.

David N. Missner, Esq., at Piper Marbury Rudnick & Wolfe, in
Chicago, Illinois, relates that prior to the Petition Date, the
Debtors entered into four separate transactions with Mitsubishi
Corporation and Marubeni Corporation:

A. Granite City Secured Loan

   Debtor, National Caster Acquisition Corporation, is the
   Borrower under a Loan Agreement, with Mitsubishi and
   Marubeni, the Noteholders.  The Debtors guaranteed all
   obligations of National Caster.  National Caster is also the
   Mortgagor, Assignor and Debtor under that certain Mortgage,
   Assignment of Rents and Leases and Security Agreement with  
   the Noteholders. Under the Granite City Loan Agreement,
   National Caster issued certain Loan Notes to the Noteholders,
   currently outstanding in the amounts of $38,736,493 to
   Mitsubishi and $38,736,493 to Marubeni.  Under the Granite
   City Mortgage and to secure their obligations to the
   Noteholders under the Granite City Loan Agreement, National
   Caster granted the Noteholders first priority liens in the
   Continuous Caster Facility for the Debtors' Granite City,
   Illinois Division and the land upon which the facility is
   situated.

B. Great Lakes Secured Loan

   Debtor, National Pickle Line Corporation, is the Borrower
   under a Loan Agreement with Mitsubishi.  The Debtors have
   guaranteed all obligations of  National Pickle under the
   agreement.  National Pickle is also the Mortgagor, Assignor
   and Debtor under that certain Mortgage, Assignment of Rents
   and Leases and Security Agreement with Mitsubishi.  Under the
   Great Lakes Loan Agreement, National Pickle issued certain
   Loan Notes to Mitsubishi, currently outstanding in the amount
   of $53,088,848.  Under the Great Lakes Mortgage and to secure
   their obligations to Mitsubishi under the Great Lakes Loan
   Agreement, National Pickle granted Mitsubishi first priority
   liens in the continuous pickling line plant and facility for
   processing cold rolled steel for the Debtors' Ecorse,  
   Michigan Division and the land upon which the facility is
   situated.

C. Great Lakes Leveraged Lease

   Debtor, National Acquisition Corporation, is the lessee under
   a certain Lease Agreement with State Street Bank and Trust
   Company, the trustee under a certain Trust Agreement between
   the Owner Trustee and Grant Holdings, Inc., for use of the
   Ladle Metallurgy and Caster Facility, the "Ecorse Caster
   Facility", located at the Debtors' Great Lakes Division in
   Ecorse, Michigan.  Under that certain Guaranty Agreement, the
   Debtors guaranteed the payment of all sums due under the
   Lease and other related documents.  Both Mitsubishi and
   Marubeni are the holders of certain notes issued by the Owner
   Trustee. Moreover, the Owner Trustee pledged their interest
   in the Lease and the Ecorse Caster Facility, as security for
   their obligations under the Permanent Loan Notes.

   Under two Supplemental Guaranty Agreements, each known as the
   "Mitsubishi Supplemental Guaranty" and the "Marubeni
   Supplemental Guaranty", Mitsubishi and Marubeni each agreed
   to guaranty payment to the Owner Trustee of a certain portion
   of the Guaranteed Equity Value.  On April 22, 2002,
   Mitsubishi and Marubeni paid to the Owner Trustee the full
   amount due under the Mitsubishi Supplemental Guaranty and
   Marubeni Supplemental Guaranty.  In accordance with two
   Reimbursement Agreements, each known as the
   "National/Mitsubishi Reimbursement Agreement" and the    
   National/Marubeni Reimbursement Agreement", the Debtors have
   agreed to reimburse Mitsubishi and Marubeni for the
   Reimbursement Obligation upon payment by Mitsubishi or
   Marubeni.  The Debtors issued certain irrevocable letter of
   credits, each in the amount of $2,500,000 for the benefit of
   Mitsubishi and Marubeni.

D. Double G Secured Loan

   Double G Coatings Company, L.P. which is not a debtor, is a
   limited partnership among Double G Coatings, Inc., as general
   partner, and the Debtors and Bethlehem Steel Corporation,
   each as limited partner.  Double G is the Borrower under a
   certain Loan Agreement with Mitsubishi and other Noteholders.
   Obligations under the Double G Loan Agreement are secured by
   a certain Mortgage, Assignment of Rents and Leases and
   Security. Under the Double G Loan Agreement, Double G issued  
   certain Loan Notes to the Double G Noteholders.  Moreover,
   under a Guaranty Agreement, the Debtors guaranteed to the
   Double G Noteholders payment of 50% of the obligations of
   Double G. Double G and the Debtors are parties to the Toll
   Processing Agreement, which provides for Double G to provide
   Toll Processing Services to the Debtors and for the Debtors
   to pay directly to the Double G Noteholders certain amounts
   due and payable under the Double G Loan Agreement or any
   Basic Agreement on a semi-annual basis.

The Debtors seek authority to enter into a stipulation providing
adequate protection to Mitsubishi and Marubeni.  Based upon
discussions with counsel for the DIP Lenders, Creditors'
Committee, Bondholder Committee and NKK Corp., the Debtors
believe that no party objects to the relief requested.

The salient terms of the proposed stipulation are:

   (i) Noteholders Adequate Protection Liens for Granite City
       Secured Loan

       The Noteholders shall be granted liens and security
       interests in all of the Debtors' assets not constituting
       Granite City Collateral.  The Noteholders Adequate
       Protection Liens shall be:

       (a) subject to the terms and conditions in the
           subordination agreement, subordinate to the liens
           granted on the Noteholders Adequate Protection
           Collateral to the DIP Lenders under the DIP Facility,
           and any other valid, enforceable liens on the
           Noteholders Adequate Protection Collateral in
           existence on the Petition Date to which the DIP
           Facility liens are subject;

       (b) senior and superior to any liens granted on the
           Noteholders Adequate Protection Collateral that
           secure any prepetition or postpetition claims of NKK
           or their affiliates;

       (c) subject and subordinate to the Carve-Out in the Final
           DIP Order, which Carve-Out shall also be for the
           benefit of the fees and expenses professionals
           retained by the Noteholders incurred through the date
           of termination of this Stipulation, and shall not be
           increased in amount without the consent of the
           Noteholders; and

       (d) ratable liens on a pari passu basis with any adequate
           protection liens granted by the Debtors in the
           Noteholders Adequate Protection Collateral to any
           other party entitled to adequate protection as may be
           agreed to by the Debtors, subject to the approval of
           the Bankruptcy Court;

  (ii) Mitsubishi Adequate Protection Liens for Great Lakes
       Secured Loan

       Mitsubishi shall be granted liens and security interests
       in all of the Debtors' assets not constituting Great
       Lakes Collateral.  The terms and treatment of the
       Mitsubishi Adequate Protection Liens shall be
       substantially similar to those for the Noteholders
       Adequate Protection Liens;

(iii) Purpose of Noteholders Adequate Protection Liens

       The Noteholders' Adequate Protection Liens shall secure:

       (a) interest on the principal amounts owing and accruing
           under the Granite City Loan Notes since the Petition
           Date at the Overdue Interest Rate specified in the
           Granite City Loan Agreement;

       (b) as determined by the Bankruptcy Court, with the
           Debtors and any other party reserving their rights to
           challenge the allowability of postpetition interest,
           any fees, costs, and charges provided under the
           Granite City Loan; and

       (c) the amount of diminution of the value of the Granite
           City Collateral after the Petition Date;

  (iv) Purpose of Mitsubishi Adequate Protection Liens

       As with the Noteholders Adequate Protection Liens, the
       Mitsubishi Adequate Protection Liens shall secure:

       (a) interest on the principal amounts owing and accruing
           under the Great Lakes Loan Notes since the Petition
           Date at the Overdue Interest Rate specified in the
           Great Lakes Loan Agreement;

       (b) any fees, costs, and charges provided for under the
           Great Lakes Loan Agreement; and

       (c) the amount of diminution of the value of the Great
           Lakes Collateral after the Petition Date;

   (v) Additional Liens on Noteholders Collateral

       Subject to further approval of the Bankruptcy Court, the
       Debtors may also grant adequate protection liens on the
       Noteholders Collateral as adequate protection to other
       secured creditors, provided that:

       (a) the liens are junior, subject and subordinate in
           every respect to the Noteholders Liens on the
           Noteholders Collateral; and

       (b) the holders of the junior liens shall be subject in
           all respects to an agreement incorporating terms
           substantially similar to those in the Subordination
           Agreement;

  (vi) Reservation of Rights regarding Valuation

       Under the Stipulation, the Debtors, Mitsubishi and
       Marubeni each reserve all of their respective rights with
       respect to all valuation issues and the Debtors reserve
       all of their rights as to whether Mitsubishi and Marubeni
       are entitled to adequate protection and, if so, in what
       manner and amount, including whether or not there is any
       diminution in the value of the Noteholder Collateral;

(vii) Lease Payments under Great Lakes Leveraged Lease

       During the pendency of the Debtors' chapter 11 cases, so
       long as the Lease has not been rejected, National
       Acquisition agrees to make all payments under the Lease
       when due, other than the June 24 Lease Payment, and to
       comply with all terms of the Lease.  Subject to
       disgorgement, the Lease payment in the amount of
       $11,565,508 due on June 24, 2002 is payable as:

       (a) $7,053,689, which is attributable to the period
           between March 6, 2002 and June 24, 2002 shall be paid
           in accordance with the Lease on June 24, 2002; and

       (b) $4,511,819, which is attributable to the period
           between December 25, 2001 and March 5, 2002 shall be
           paid, without interest, on the first business day
           after the Bankruptcy Court's approval of this
           Stipulation;

(viii) Written Payment Demand on Letters of Credit

       Mitsubishi and Marubeni are granted relief from the
       automatic stay to make written payment demand on the
       Debtors under the Reimbursement Agreements, as well as
       take any other actions necessary to effectuate a demand
       on the Letters of Credit;

  (ix) Monthly Payments to Double G Noteholders

       All amounts payable under the Toll Processing Agreement
       by the Debtors directly to the Double G Noteholders shall
       be paid by the Debtors every two months in accordance
       with their Ratable Share.  All other terms and provisions
       of the Toll Processing Agreement shall remain in full
       force and effect;

   (x) Professional Fees

       The Stipulation provides that the Debtors shall make
       provisional payment on a monthly basis of:

       (a) the reasonable fees and expenses of legal
           professionals incurred by each of Mitsubishi and
           Marubeni from and after the Petition Date;

       (b) the reasonable fees and expenses of an appraisal
           expert for Mitsubishi and Marubeni; and

       (c) the reasonable fees and expenses of outside counsel  
           to the Indenture Trustee.  All fees and expenses
           shall be subject to the process for payment of fees
           and expenses, as well as interim and final approval
           by the Bankruptcy Court governing interim
           compensation of professionals;

  (xi) Termination

       The Stipulation provides that, on not less than 30 days'
       notice to the Debtors, the Creditors' Committee, and
       Agent for the DIP Lenders, Mitsubishi and Marubeni may
       terminate the Stipulation, and seek further adequate
       protection for any reason.  Upon termination, all
       obligations of the Debtors shall cease, provided that all
       rights and interests existing as of the effective date of
       the termination shall remain in full force and effect.
(National Steel Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


NETWORK ACCESS: US Trustee Appoints Creditors' Committee
--------------------------------------------------------
The United States Trustee appoints a three-member Official
Unsecured Creditors Committee in the chapter 11 cases involving
Network Access Solutions Corporation and NASOP, Inc.  The
Committee members who will represent the interests of the
Debtors' general unsecured creditor body in plan-related
negotiations are:

     1. Verizon Communication, Inc.
        1095 Avenue of the Americas
        New York, NY 10036
        Attn: William G. Cummings
        Tel: 212-395-0802, Fax: 212-302-9177;

     2. Lucent Technologies, Inc.
        600 Mountain Avenue
        Murray Hill, NJ 07974
        Attn: Frank J. Izzo
        Tel: 908-582-0877, Fax: 908-582-2237; and

     3. Digicon Communications Corporation d/b/a Volocom
        1355 Piccard Drive, Suite 200
        Rockville, MD 20850
        Attn: Anne Tolson Hoskinson, Esq.
        Tel: 301-721-6300, Fax: 301-869-8081.

Network Access Solutions Corporation is a provider of broadband
network solutions and internet service to business customers.  
The Company 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.


NORTEL NETWORKS: Second Quarter Net Loss Balloons to $697 Mill.
---------------------------------------------------------------
Nortel Networks Corporation (NYSE:NT)(TSX:NT.) reported
results for the second quarter and the first six months of 2002
prepared in accordance with United States generally accepted
accounting principles, except as noted with respect to pro forma
results.

Revenues from continuing operations were US$2.77 billion for the
second quarter of 2002 compared to US$4.61 billion in the same
period in 2001. Nortel Networks reported a net loss in the
second quarter of 2002 of US$697 million, compared to a net loss
of US$19.4 billion in the second quarter of 2001. Pro forma net
loss from continuing operations for the second quarter of 2002
was US$323 million, compared to pro forma net loss from
continuing operations of US$1.55 billion in the second quarter
of 2001. Included in the pro forma net loss from continuing
operations for the second quarter of 2002 was an incremental
charge of approximately US$100 million (pre-tax) for potentially
uncollectable trade receivables. Pro forma net loss from
continuing operations for the second quarter of 2002 excluded
US$374 million (after-tax), comprised of special charges (US$327
million (after-tax)) primarily related to restructuring, and
certain costs related to acquisitions (US$47 million (after-
tax)).

The company recorded a strong cash balance at the end of the
second quarter of 2002 of approximately US$4.9 billion, which
increased from approximately US$3.1 billion at the end of the
first quarter of 2002. The June 30, 2002 balance included the
net proceeds to Nortel Networks of approximately US$1.5 billion
from recent equity offerings.  

"I'm pleased with the progress we have made amidst the
challenging industry contraction," said Frank Dunn, president
and chief executive officer, Nortel Networks. "Our actions this
quarter have solidified our balance sheet while we continued to
make significant progress in repositioning our business model
and addressing our priorities to:

     --  return to profitability in the near term;

     --  focus on meeting customer needs with quality solutions;
         and

     --  drive for market leadership through technology
         innovation."

Commenting on the company's business focus and outlook, Dunn
said, "Going forward, we expect there will be ongoing pressure
on customer capital spending well into 2003. Focusing on our top
priority of returning to profitability in the near term, we will
continue to actively review our previously announced US$3.2
billion break even model (not including costs related to
acquisitions and any special charges and gains) to reduce or
redirect costs that are not warranted. We expect our revenues in
the third quarter of 2002 to be essentially flat to second
quarter 2002 revenues and ongoing sequential improvement in our
bottom line results in both the third and fourth quarters of
2002."

Dunn continued, "Our focus continues to be ensuring we are a
winner in the market share re-allocation which we expect as
customers shift spending to solutions that help to increase
revenues or reduce costs."

Some market progress highlights in the quarter included:

     --  Continued momentum in wireless data

     --  3G contract announcements with T Mobile (UMTS); US
         Cellular, ALLtel, and Ratelindo (cdma2000 1X); and
         Triton PCS and Edge Wireless (GSM/GPRS);

     --  Extended Nortel Networks presence with the top global
         wireless service providers;

     --  Extended lead in Voice over Packet transformation

     --  Key deployment with Verizon for the initial packet
         voice transformation in two tandem switch locations,
         adding to the more than US$2 billion of estimated
         Nortel Networks VoP awards to date;

     --  Built on Optical Networking leadership

     --  Metro optical wins with China Unicom and strong demand
         from enterprises drove sequential growth in metro
         optical, building on our market leading position in
         metro DWDM solutions; and

     --  Momentum in Enterprise solutions

     --  Launched VoIP solution (CSE-MX) and two new switch
         routing products (BayStack 380 and 470); and received
         top honor awards for Convergence (CSE-MX) and VPN
         (Contivity SRT) solutions.

            Breakdown of Second Quarter 2002 Revenues
                  from Continuing Operations

Reported revenues reflect the realignment of the metro optical
portion of the Metro and Enterprise Networks segment into the
Optical Long Haul Networks segment, which is now called Optical
Networks.

Compared to the first quarter of 2002, Metro and Enterprise
Networks segment revenues decreased 10 percent, reflecting a
considerable decrease in the packet switching and routing
portion of the segment in Europe and a modest decrease in the
United States, partially offset by a significant increase in
Asia. Revenues for the circuit to packet portion of the segment
also decreased, due to lower legacy circuit sales, reflecting a
considerable decline in Latin America and modest decreases in
the United States and Europe which were partially offset by a
considerable increase in Asia. Overall Wireless Networks segment
revenues decreased 1 percent, with a significant increase in the
United States, which was offset by a considerable decline in
Asia and a modest decrease in Europe. Optical Networks segment
revenues were flat, with considerable increases in the United
States and Canada, and a modest increase in Asia, offset by
substantial declines in Europe and Latin America.

Compared to the second quarter of 2001, Metro and Enterprise
Networks segment revenues decreased 39 percent, Wireless
Networks segment revenues decreased 31 percent and Optical
Networks segment revenues decreased 46 percent, each reflecting
significant declines across all major regions. Other revenues
declined 91 percent, primarily reflecting the impact of divested
businesses.

Geographic revenues for the second quarter of 2002 compared to
first quarter of 2002 increased 6 percent in the United States,
decreased 16 percent outside the United States and Canada, and
decreased 8 percent in Canada. Compared to the second quarter of
2001, revenues decreased 32 percent in the United States, 50
percent outside of the United States and Canada, and 16 percent
in Canada.

                      Six-Month Results

For the first half of 2002, revenues from continuing operations
were US$5.68 billion compared to US$10.36 billion for the same
period in 2001. Nortel Networks reported a net loss for the
first six months of 2002 of US$1.54 billion, compared to US$22.0
billion in the first six months of 2001. Pro forma net loss from
continuing operations(a) for the first half of 2002 was US$786
million, or US$0.24 per common share, compared to pro forma net
loss from continuing operations of US$1.82 billion for the same
period in 2001. Pro forma net loss from continuing operations
for the first six months of 2002 excluded US$752 million (after
tax), mainly comprised of special charges (US$656 million (after
tax)) and certain costs related to acquisitions (US$98 million
(after tax)).

                          Expenses

Selling, general and administrative ("SG&A") expenses in the
second quarter of 2002 were US$767 million, which included an
incremental charge of approximately US$100 million related to
potentially uncollectable trade receivables. Excluding the
incremental charge, SG&A expenses were down by approximately
US$77 million, compared to first quarter 2002 SG&A expenses of
US$744 million, primarily reflecting the impact of restructuring
and streamlining activities. Nortel Networks expects an ongoing
reduction in SG&A expenses as it moves through the remainder of
2002.

Research and development expenses were US$579 million in the
second quarter of 2002. The R&D expenses in the quarter
reflected focused investments to drive continued market
leadership in our core businesses.

Nortel Networks is an industry leader and innovator focused on
transforming how the world communicates and exchanges
information. The company is supplying its service provider and
enterprise customers with communications technology and
infrastructure to enable value-added IP data, voice and
multimedia services spanning Metro and Enterprise Networks,
Wireless Networks and Optical Networks. As a global company,
Nortel Networks does business in more than 150 countries. More
information about Nortel Networks can be found on the Web at
http://www.nortelnetworks.com  

DebtTraders reports that Nortel Networks Ltd.'s 6.125% bonds due
2006 (NT06CAN1) 55 and 58. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NT06CAN1for  
more real-time bond pricing.


ORIENTAL TRADING: S&P Puts BB- Rating on $180M Senior Bank Debt
---------------------------------------------------------------
Standard & Poor's assigned its double-'B'-minus bank loan rating
to Oriental Trading Co. Inc.'s (OTC) proposed $180 million
senior secured credit facilities. Proceeds will be used to
refinance existing bank and subordinated debt, and fund the
purchase of certain common stock warrants. OTC is a retailer of
toys, party supplies, and home decor.

A double-'B'-minus corporate credit rating was also assigned to
the company. The outlook is stable. Pro forma for the
transaction, Omaha, Nebraska-based has $154 million total debt
outsanding.

"The ratings on Oriental Trading are based on its participation
in the highly competitive and fragmented toys, party supplies,
and home decor retailing industries, and a relatively small cash
flow base," Standard & Poor's credit analyst Ana Lai said.
"These risks are somewhat offset by its position as the leading
direct marketer of valued-priced toys and party supplies, and
its stable cash flow generation."

The bank facilities consist of a five-year $30 million revolving
credit facility and a seven-year $150 million term loan B. The
term loan has scheduled amortization payments, and the company
is required to use a portion of excess cash flow to permanently
reduce borrowings. Pricing is a fixed increment above LIBOR, or
base borrowing rate. Financial covenants include minimum
interest coverage ratios and fixed-charge coverage ratios, as
well as maximum leverage ratio and maximum capital expenditures.

The credit facilities are secured by substantially all stock and
assets of the borrower and its present and future subsidiaries
and all other present and future property and assets. In
addition, the revolving credit facility is limited to borrowing
base availability. Based on Standard & Poor's simulated default
scenario, a distressed enterprise value is likely to provide a
meaningful level of recovery for the lenders.

Standard & Poor's said that OTC's credit measures are strong for
the rating. Pro forma for the refinancing, credit measures
strengthen with EBITDA interest coverage of more than 5 times
(x) due to the replacement of high-cost subordinated debt with
lower-cost bank debt. Including the required amortization of the
credit facilities, total debt service coverage is about 3.5x.
Still, debt leverage is moderate for the rating, with pro forma
total debt to EBITDA of about 2.7x. OTC should continue to
generate moderate levels of free cash flow, which will be used
for required debt amortization payments and mandatory excess
cash flow sweep, further improving credit measures over time.
Financial flexibility is adequate, provided by about $26 million
of availability on the revolving facility at the closing of the
proposed bank loan.


PSINET: Trustee Asks to Stretch Administrative Bar Date to Aug 5
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has established August 5, 2002 as the prepetition bar date for
the Chapter 11 Trustee to Holdings and Knowledge to file inter-
company claims against PSINet, Inc.

The PSINet's confirmed Plan of Reorganization establishes an
administrative bar date on July 8, 2002.

Harrison J. Goldin, the Trustee, filed an Administrative Bar
Date Motion seeking an extension of the bar date for the Trustee
to file an administrative proof of claim in the PSINet Case
through and including August 5, 2002.  This date is co-terminus
with the prepetition bar date.

For similar reasons presented to justify the extension of the
prepetition bar date, the Trustee believes that an extension of
the administrative bar date to a date that is co-terminus with
the prepetition bar date is warranted.

By separate motion, a Bridge Order was sought and obtained which
provides for an extension of the administrative bar date with
respect to Consulting and Knowledge.  This extension goes
through and includes the first business day following the
hearing date set for the Administrative Bar Date Motion.

The Court also set a hearing date of July 25, 2002 for the
Administrative Bar Date Motion. (PSINet Bankruptcy News, Issue
No. 26; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


PACIFIC CROSSING: Files for Chapter 11 Reorganization in Del.
-------------------------------------------------------------
Asia Global Crossing announced that its majority-owned
subsidiary Pacific Crossing Ltd. (PCL) and certain affiliates of
PCL have commenced voluntary Chapter 11 cases in the United
States Bankruptcy Court in Delaware.

PCL currently owes over $700 million under a limited recourse
senior secured bank facility used to finance the construction of
the PC-1 system. This bank facility is not guaranteed by and is
non-recourse to Asia Global Crossing. In light of its near-term
debt obligations and current market conditions for wholesale
capacity sales, PCL's Board of Directors determined that a
filing under Chapter 11 was necessary to provide for an orderly
process for maximizing the value for all of PCL's creditors
while ensuring that customers' services across PC-1 would
continue uninterrupted. The slowdown in sales of wholesale
capacity over the past few quarters and the uncertain outlook
for capacity sales over the next 12-18 months were factors that
the PCL Board of Directors considered in determining that this
action was the appropriate step for the Company. PCL does not
expect customer service to be impacted by the filing.

PCL has recently engaged Dresdner Kleinwort Wasserstein to
evaluate strategic alternatives, including a possible sale,
financing, and or restructuring. PCL intends to continue this
process during the Chapter 11 cases. As the owner of one of only
two operating trans-Pacific cable systems with capacity, Asia
Global Crossing believes PCL represents an attractive investment
opportunity, particularly once PCL's debts are restructured.

Asia Global Crossing does not expect PCL's Chapter 11 bankruptcy
filing to affect its own on-going debt and equity restructuring
effort.

Asia Global Crossing provides city-to-city connectivity and data
communications solutions to pan-Asian and multinational
enterprises, ISPs and carriers. Through a combination of
undersea cables and terrestrial networks, Asia Global Crossing
owns and operates the region's first truly pan-Asian
telecommunications network, which offers seamless connectivity
among the major business centers of the Asia Pacific region. In
addition, in combination with the Global Crossing Network, Asia
Global Crossing provides access to more than 200 cities
worldwide. Asia Global Crossing's largest shareholders include
Global Crossing, Softbank and Microsoft.


PC LANDING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: PC Landing Corporation
        aka Grover Beach Cable Station
        aka Harbour Pointe Cable Station
        aka Global Crossing

Bankruptcy Case No.: 02-12086-PJW

Chapter 11 Petition Date: July 19, 2002

Court: District of Delaware

Judge: Peter J. Walsh

Debtors' Counsel: Laura Davis Jones, Esq.
                  Pachulski Stang Ziehl Young & Jones
                  919 N. Market Street
                  16th Floor
                  Wilmington, DE 19899-8705
                  302-652-4100
                  Fax: 302-652-4400
                  Email: ljones@pszyj.com

Estimated Assets: $10-50 Million

Estimated Debts: More than $100 Million

Affiliate Debtors Filing Separate Chapter 11 Petitions:

Debtor        Case No.       Est. Assets     Est. Liablities
------        --------       -----------     ---------------
Pacific       02-12088       More than $100  More than $100
Crossing Ltd.                Million         Million

Pacific       02-12089       $10 to $50      $10 to $50
Crossing UK,                 Million         Million
Ltd.

PCL Japan Ltd. 02-12090      $10 to 50       More than $100
                              Million         Million

SCS Bermuda   02-12091       $50 to $100     $0 to $50,000
  Ltd.                        Million


Debtors' Consolidated 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------

Tycom, Us Inc.              Trade                  $50,991,514
Bette Zachary
10 Park Avenue
Morristown, NJ 07828
Tel: 973 753 4524
Fax: 973 753 3583

NOAA FMV                    ------                  $7,000,000
Rick Fletcher
United States
Department of Commerce
138 West First Street
Port Angeles, WA 98362
Tel: 360 457 6622
Fax: 360 457 8496

Internal Revenue Service    ------                  $5,000,000
600 Arch Street
Philadelphia, PA 19102
Tel: 215 861 1225

Nortel Networks, Inc.       Trade                     $524,585
Ms. C. Taylor
5404Windward Parkway
Alpharetta, GA 30004
Tel: 919 997 4461

Canadian Imperial           Interest Swap             $458,828
   Bank of Commerce
Carolyn Chung
161 Bay Street
PO Box 500
Toronto, Canada
M5J2S8
Tel: 416 956 3280
Fax: 416 594 8212

Deutsche Bank AG            Interest Swap             $458,828
161 Bay Street
PO Box 500
Toronto, Canada
M5J2S8
Tel: 416 956 3280
Fax: 416 594 8212

Campney and Murphy          -----                     $450,000
Gary Wharton
Suite 2100
111 West Georgia Street
Vancouver, British Columbia
V6E4W3
Canada
Tel: 604 661 7643
Fax: 604 661 1643

California State            -----                     $242,075
   Lands Commission

CA Dept. Parks and Ree      Government                 $50,000

Pacific Gas and Electric    Trade                      $36,000

Arthur Andersen             Trade                      $30,000

Joint Cable Fisheries       Government                 $25,000

Environmental Resources     Trade                      $25,000

Snohomish County            Trade                      $12,000

Burns Int'l                 Trade                       $4,976
   Security Services

Bob's Maintenance Service   Trade                       $3,000

Verizon Northwest           Trade                       $1,500

Pacific Bell                Trade                         $729

Everett Landscape           Trade                         $540

Mulkitco Water District     Trade                         $500


PENTON MEDIA: Revises Guidance Due to Continued Market Weakness
---------------------------------------------------------------
Penton Media, Inc. (NYSE:PME), a leading diversified business-
to-business media company, announced revised revenue and
adjusted EBITDA guidance for 2002. The Company said it now
expects revenues for the year to be in the range of $245 million
to $270 million, down from guidance of $280 million to $320
million announced on May 1. Adjusted EBITDA for 2002 is now
expected to be between $25 million and $35 million. The Company
on May 1 said it expected adjusted EBITDA to be at the low end
of the range of $50 million to $60 million, which was guidance
first provided on January 7.

Chairman and CEO Thomas L. Kemp said that the new guidance
reflects continued weakness in the technology sector, which is
most severely impacting the Company's trade shows serving the
Internet and broadband markets. He said that, while the
manufacturing sector has experienced some recovery, Penton's
media products serving manufacturing markets have not yet begun
to see any meaningful pickup in business.

Most of the Company's remaining media products, including those
serving the natural products, food/retail,
construction/mechanical systems, and government/compliance
sectors, are performing well in the current market environment,
Kemp said.

The Company's previous guidance had anticipated stabilization of
technology markets served by Penton in the second half of 2002,
as well as modest improvement across other customer end markets.

               Second-Quarter Estimates Provided

Penton expects its second-quarter revenues will be modestly
ahead of its first-quarter revenues of $63 million and that
adjusted EBITDA will be approximately the same as the first
quarter's $5.0 million.

The Company plans to take a second-quarter restructuring charge
of approximately $8.0 million to accommodate workforce
reductions and additional office closures.

On May 31, 2002, stockholders approved a proposal to remove the
scheduled redemption date of the Company's preferred convertible
stock. In connection with the approval, the Company will take a
second-quarter one-time, non-cash charge of approximately $44.0
million to retained earnings and as a reduction of income
available to common stockholders. The charge represents the
unamortized beneficial conversion feature and accretion to the
maximum redemption value of the stock recognized through the
date of the shareholder approval.

                 Cost Management Continues;
               Sufficient Liquidity Expected

Kemp said that Penton continues to manage costs aggressively to
drive cash flow and margin improvement. He said that Penton
expects to realize the benefit of its 2002 cost cuts in the
second half of the year and to experience the full-year benefit
in 2003. The Company has realized a net reduction of workforce
this year of 227 positions, or 15%, as of June 30.

"We have reduced operating costs by approximately $63 million in
the first six months of 2002 compared with the same period in
2001," said Kemp. "We are continuing to reduce costs with the
goal of improving our operating margins at the current revenue
run rates. We expect that our cost management efforts will
produce year-over-year adjusted EBITDA improvement starting in
the third quarter of this year."

The Company expects to have sufficient cash to fund operations
and interest expense on its bonds. As a result of recent
refinancing activities, the Company no longer carries term bank
debt and it does not have any maintenance covenants. Penton has
no principal repayment requirements until maturity of its senior
secured notes in October 2007. It also has access to an asset-
based, maintenance-free revolver of up to $40 million, which is
currently undrawn. The Company does not expect to draw on the
facility through the remainder of 2002.

           Second-Quarter Earnings Release Details

Penton plans to release its second-quarter earnings on July 30
before the market opens, and will host a conference call to
discuss its results and business outlook at 10 a.m. Eastern time
that day. (Note: In the interim, in accordance with the
Company's established public disclosure policies, Penton will
observe a quiet period and will not be providing any additional
information beyond the contents of today's press release.) The
dial-in number for the July 30 conference call is 973-633-1010.
A telephone replay of the call will be available beginning the
afternoon of July 30 until 6 p.m. Eastern time, Tuesday, August
13, by calling 402-220-1156 and accessing confirmation code
number 3345635. The live call will also be accessible via the
Investors section of Penton's Web site, http://www.penton.com
and will be archived on the site.

Penton Media is a leading, global business-to-business media
company that produces market-focused magazines, trade shows and
conferences, and a broad offering of online media products.
Penton's integrated media portfolio serves the following
industries: Internet/broadband; information technology;
electronics; natural products; food/retail; manufacturing;
design/engineering; supply chain; aviation;
government/compliance; mechanical systems/construction; and
leisure/hospitality.

                         *    *    *

As reported in Troubled Company Reporter's May 13, 2002,
edition, Standard & Poor's revised its outlook on business-to-
business media company Penton Media Inc., to negative from
developing due to additional concerns about the company's
profitability in light of continued revenue declines and the
operating difficulties of key end markets. Standard & Poor's
also affirmed its existing ratings on Penton, including its
single-B-minus corporate credit rating.

                        Outlook

Ratings could be lowered if Penton fails to maintain adequate
liquidity to fund its operations during this difficult operating
environment.

Ratings List:                            To:             From:

Penton Media Inc.

* Corporate credit rating          B-/Negative/--      B-/Dev/--
* Senior secured debt rating              B-
* Subordinated debt rating               CCC


POLAROID CORP: Pursuing for Second Extension to Removal Period    
--------------------------------------------------------------
For the second time, Polaroid Corporation and its debtor-
affiliates ask the Court to extend the period to remove actions
to the later of September 11, 2002 or 30 days after an entry of
an order terminating the automatic stay with respect to any
particular action sought to be removed.

According to Mark L. Desgrosseilliers, Esq., at Skadden, Arps,
Slate, Meagher & Flom, in Wilmington, Delaware, the Debtors need
the additional time to determine which of 50 pending prepetition
State Court Actions they may remove to the District of Delaware
for continued litigation and resolution.  "The Actions involve a
wide variety of claims, some of which are extremely complex,"
Mr. Desgrosseilliers says.

In any case, Mr. Desgrosseilliers assures the Court that the
Debtors' adversaries will not be prejudiced by the extension
because they cannot prosecute their Action without relief from
the automatic stay.  Any party may also seek the Court's
authority at any time to proceed with the Action pursuant to
Section 1452(b) of the Bankruptcy Code.

By application of Del.Bankr.LR 9006-2, the current deadline is
automatically extended through the conclusion of the August 29,
2002 hearing. (Polaroid Bankruptcy News, Issue No. 20;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Polaroid Corporation's 11.500% bonds
due 2006 (PRD3) are trading between 3.25 and 4.25. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=PRD3for  
real-time bond pricing.


PROVALIS PLC: Fails to Meet Nasdaq Minimum Listing Requirements
---------------------------------------------------------------
Provalis plc (Nasdaq: PVLS; LSE: PRO), a pharmaceuticals and
medical diagnostics group, will effect a ratio change in its
American Depositary Receipts. ADRs are the Provalis securities
listed on The Nasdaq National Market, with each Provalis ADR
currently representing five ordinary shares. Following the ratio
change, which is in the form of a 6-for-1 reverse split in the
current ADR ratio, each Provalis ADR will represent 30 ordinary
shares.

Nasdaq Marketplace Rule 4450(a)(5) requires that an ADR must
maintain a minimum bid price of US$1.00 in order to have
continued listing on The Nasdaq National Market. Provalis
received a Nasdaq Staff Determination letter dated July 12,
2002, indicating that Provalis' ADRs currently do not comply
with this minimum bid price requirement, and that, as a
consequence, Provalis' ADRs are subject to delisting from The
Nasdaq National Market.

Provalis has requested a hearing before a Nasdaq Listing
Qualifications Panel to review this Staff Determination, and
this hearing is scheduled to take place on August 22, 2002.
Provalis has been advised that Nasdaq will not take any action
to delist Provalis' ADRs pending the conclusion of that hearing.
This ratio change is intended to ensure that Provalis ADRs
comply with this minimum bid price requirement prior to the
hearing taking place.

Visit Provalis' Internet Web site at http://www.provalis.comfor  
more information about the Company.

Provalis plc (LSE: PRO and Nasdaq: PVLS) is a pharmaceutical and
medical diagnostics group with three separate divisions:

     -- Medical Diagnostics - develops and sells to world
markets medical diagnostic products for chronic disease
management. The division's principle products are Glycosal(R)
and Osteosal(R) in the areas of diabetes and osteoporosis
respectively.

     -- Healthcare - sells and markets its own, and third party,
branded, prescription medicines in the UK to GPs and hospitals
through its own regionally managed sales force. The division
sells products in the areas of muscular-skeletal disorders,
gastroenterology, osteoporosis, migraine and dermatology.

     -- Therapeutics R&D - develops a range of vaccine
candidates for the prevention of infectious diseases through a
network of research collaborators.


PROVIDIAN FINANCIAL: Unit Closes Sale of Higher Risk Receivables
----------------------------------------------------------------
On June 25, 2002, Providian National Bank, a subsidiary of
Providian Financial Corporation,  completed the structured sale
of a portfolio of higher risk credit card receivables.  The sale
was  effected through PACCT, LLC, a limited liability company
subsidiary of Providian National Bank, which sold the
receivables to two Delaware business trusts, CSGQ Trust and
Presidio Trust. At the time of sale, the portfolio consisted of
approximately $2.4 billion of receivables arising from  
approximately 1.3 million credit card accounts.  As
consideration for the sale, Providian National Bank received
cash proceeds of approximately $1.2 billion, and its subsidiary,
PACCT, LLC, received approximately $87 million of BB-/Ba2 rated
notes and $98 million of BBB-/Baa2 rated certificates issued in
connection with the securitization of the portfolio by CSGQ
Trust and Presidio Trust. Under the terms of the transaction,
Providian National Bank will act as interim subservicer for the
portfolio for up to twelve months and will continue to serve as
the owner of the related credit card accounts for up to eighteen
months.

                          *   *   *

As reported in Troubled Company Reporter's May 27, 2002 edition,
Fitch Ratings has lowered the senior debt rating of Providian
Financial Corp. to 'B' from 'B+' and senior debt rating of
Providian National Bank to 'B+' from 'BB-.' The ratings remain
on Rating Watch Negative where they were placed on December 20,
2001.

Fitch's downgrade of Providian's ratings primarily reflects
heightened concerns regarding performance of the Providian
Gateway Master Trust (PGMT), where excess spread levels have
fallen over the past few months. The decline in excess spread
has been driven by a sharp rise in net chargeoffs of these
assets. The increase in loss rates reflects weakness in the
economy that began in 2001, limitations in growth, but it is
also indicative of the high-risk nature of Providian's customer
base, a high percentage of which would be considered subprime
under bank regulatory definitions.


QWEST COMMS: S&P Ratchets Corporate Credit Rating to B+ from BB+
----------------------------------------------------------------
Standard & Poor's lowered its corporate credit rating on
diversified telecommunications provider Qwest Communications
International Inc. to single-'B'-plus from double-'B'-plus based
on Standard & Poor's assessment that there is a higher degree of
uncertainty regarding the company's ability to meet the debt-to-
EBITDA covenant in its $3.4 billion bank loan, coupled with
increased risk that the company will not be able to meet its
roughly $6.5 billion in maturities beginning in May 2003 and
continuing through 2004 (including repayment of the bank loan,
which is due in early May 2003).

The CreditWatch implications were also revised to developing
from negative. Denver, Colorado-based Qwest had $26.5 billion
total debt outstanding as of March 31, 2002.

"We previously expected the company to be able to pay off the
upcoming debt maturities with proceeds from the sale of its
directories business for about $8 billion in total. However, it
is mow more likely that the company will have to sell this
business on a piecemeal basis to expedite receipt of proceeds
because the sale of a portion of the business is subject to
regulatory approval by at least several states and timing for
such approval is even more uncertain," Standard & Poor's credit
analyst Catherine Cosentino said. "Moreover, proceeds from the
unregulated part of the business and attendant debt pay-down may
prove insufficient to meet the 4 times debt-to-EBITDA test
contained in the bank loan agreement."

Standard & Poor's said it also believed the current SEC
investigation could result in the restatement of the company's
prior years' financial statements. It said it was not clear if
such a restatement would have an impact on the company's ability
to meet terms under its bank loan agreement for 2001. In
particular, it is uncertain whether a restatement would trigger
the material adverse change clause under the loan agreement if
the company's restated financial metrics bring it out of
compliance with the maximum 3.75x total debt-to-EBITDA required
in the bank loan agreement for the period in question.

Numerous outstanding shareholder lawsuits related to financial
reporting also pose a challenge to Qwest, especially in light of
the current investigation by the SEC and the recently disclosed
criminal investigation by the Department of Justice. Although
Standard & Poor's has not quantified the potential liability to
the company of the lawsuits or the investigations, these issues
remain overhanging risks and may impair the company's ability to
take actions to improve its liquidity.

Standard & Poor's said the CreditWatch with developing
implications reflects the fact that, unlike other distressed
telecommunications companies such as WorldCom Inc., there is
potential for a higher rating largely because a substantial
value is still ascribable to the assets of Qwest, despite the
financial challenges and exogenous factors adversely affecting
the company's credit profile. Given the company's 17 million
access lines and assuming a conservative value per access line
under a distressed scenario, this customer base provides
significant discernable asset value relative to the company's
$26.5 billion in total debt outstanding as of March 31, 2002.
Therefore, if the company is able to adequately address Standard
& Poor's concerns about its near-term liquidity ratings could be
upgraded to the double-'B' category.


QWEST COMMS: S&P Drops B-Level Ratings on Three Related Deals
-------------------------------------------------------------
Standard & Poor's lowered its ratings on three synthetic
transactions related to Qwest Communications International Inc.
and its subsidiaries. Concurrently, the CreditWatch status on
the three transactions is revised to CreditWatch with developing
implications from CreditWatch with negative implications.

The lowered ratings and CreditWatch revisions reflect the July
17, 2002 downgrade of Qwest Communications International Inc.'s
and its subsidiaries' long-term corporate credit and senior
unsecured debt ratings.

PreferredPlus Trust Series QWS-1 and PreferredPlus Trust Series
QWS-2 are swap-independent synthetic transactions that are weak-
linked to the underlying collateral, Qwest Capital Funding
Inc.'s debt (formerly US West Capital Funding Inc.). The lowered
ratings and CreditWatch revisions reflect the credit quality of
the underlying securities issued by Qwest Capital Funding Inc.
and guaranteed by Qwest Communications International Inc.

CorTS Trust for US West Communication Debentures is a swap
independent synthetic transaction that is weak-linked to the
underlying collateral, Qwest Corp.'s debt (formerly US West
Communications Inc.). The lowered rating and CreditWatch
revision reflects the credit quality of the underlying
securities issued by Qwest Corp.

          RATINGS LOWERED AND CREDITWATCH REVISED

PreferredPLUS Trust Series QWS-1
$40 million corporate-backed trust certs

                      Rating
Certificates     To             From
                 B/Watch Dev    BB/Watch Neg

PreferredPLUS Trust Series QWS-2
$38.75 million corporate-backed trust certs

                      Rating
Certificates     To             From
                 B/Watch Dev    BB/Watch Neg

CorTS Trust for US West Communication Debentures
$40.565 million corporate-backed trust certs

                      Rating
Certificates     To             From
                 B+/Watch Dev   BB+/Watch Neg


SEALY CORP: June 2 Balance Sheet Upside-Down by $133 Million
------------------------------------------------------------
Sealy Corporation, the world's largest manufacturer of bedding
products, announced results for its second quarter, ended June
2, 2002.

For the quarter, Sealy reported sales of $299.8 million, an
increase of 13.6% from $263.9 million for the same period a year
ago. Adjusted earnings before interest, taxes, depreciation and
amortization (Adjusted EBITDA) were $19.0 million, compared with
$30.5 million a year earlier. Sealy reported a second quarter
net loss of $8.4 million, compared with net income of $0.7
million a year earlier.

Reported net sales for second quarter of 2002 and 2001 reflect
Sealy's adoption of Financial Accounting Standards Board
Emerging Issues Task Force (EITF) 00-25, "Vendor Income
Statement Characterization of Consideration from a Vendor to a
Retailer". Under EITF 00-25, cash consideration is a reduction
of revenue, unless specific criteria are met regarding goods or
services that the vendor may receive in return for this
consideration. Historically, Sealy classified costs such as
volume rebates and promotional money as marketing and selling
expenses. These costs are now classified as a reduction in
revenue. This had the effect of reducing net sales and selling,
general and administrative (SG&A) expenses by $13.5 million for
the second quarter of 2002 and by $9.0 million for the second
quarter of 2001. These changes did not affect the Company's
financial position or results of operations.

Sealy sales in the second quarter grew both domestically and
internationally. Domestic sales growth of 13.9% was attributable
to a 2.6% increase in average unit selling price and an 11.3%
increase in volume. The success of new products in both the
Sealy Posturepedic and Stearns & Foster brands drove AUSP and
volume gains. International sales increased 12.0% in the latest
quarter, largely due to the addition of Sapsa Bedding S.A.,
which was acquired in the second quarter of 2001.

Earnings in the quarter were impacted by a $5.8 million non-cash
charge related to the shutdown of a retail mattress business.
Earnings were also reduced by an $18.3 million increase in bad
debt expense. During the quarter, the company took a specific
bad debt charge of $19.5 million related to affiliates.

For the first half of the year, Sealy reported sales of $591.5
million, an increase of 13.2% from $522.6 million a year
earlier. Adjusted EBITDA for the first six months was $59.8
million, compared with $66.8 million for the first six months in
2001. Net income was $0.1 million, a decrease from $5.7 million
last year. The adoption of EITF 00-25 had the effect of reducing
net sales and selling, general and administrative (SG&A)
expenses by $22.7 million and $16.3 million for the six months
ended June 2, 2002 and May 27, 2001, respectively.

Sealy's June 2, 2002, balance sheet shows that the Company has a
total shareholders' equity deficit of about $133 million.

"We are pleased with the strong operating performance of our
core business in the quarter and through the first six months,
although this strong performance was offset by the one time
charge related to our affiliates," said David J. McIlquham,
Sealy's president and chief executive officer. "We were able to
strengthen the position of our industry-leading brands both
domestically and internationally. The continued strength of the
Advanced Generation Sealy Posturepedic line, as well as the
successful launch of a new line of Stearns & Foster products,
has enabled us to further grow our leading US market share
position. We have also been pleased with the performance of our
international division, especially the Canadian business. The
early results of the introduction of the Sealy brand in Europe
are also promising."

"Along with achieving sales gains for the quarter, we also
focused on improving gross margins," he continued. "Our gross
profit margin increased 2.7 percentage points to 43.2% due to
improving product mix and new cost reduction and control
programs. SG&A expense of 39.9% for the quarter was negatively
impacted by the addition to our specific bad debt reserve.
Excluding the incremental bad debt expense, our SG&A rate was
33.8%. The increased reserves will significantly reduce our
exposure as the affiliates restructure operationally and
financially and transition to become leaner, as well as a
smaller component of Sealy's overall business."

"Our strategy is not to own or control retail operations," said
McIlquham. "We expect sales to affiliates to constitute a
smaller part of Sealy's business and Sealy remains well
positioned for the balance of the year."

Sealy is the largest bedding manufacturer in the world with
sales of over $1 billion in 2001. The Company manufactures and
markets a broad range of mattresses and foundations under the
Sealy(R), Sealy Posturepedic(R), Sealy Crown Jewel(R), Sealy
Correct Comfort(R), Stearns & Foster(R), and Bassett(R) brands.
Sealy has the largest market share and highest consumer
awareness of any bedding brand in North America. Sealy employs
more than 6,000 individuals, has 31 plants, and sells its
products to 3,200 customers with more than 7,400 retail outlets
worldwide. Sealy is also a leading supplier to the hospitality
industry. For more information, please visit
http://www.sealy.com


SENSE TECHNOLOGIES: Nasdaq to Review Panel's Delisting Decision
---------------------------------------------------------------
Sense Technologies Inc. (OTC Bulletin Board: SNSG), in
conjunction with its annual meeting held Thursday, announced
several updates on its progress towards achieving its business
plan objectives, the status of its appeal with Nasdaq and
certain modifications to its corporate governance structure.

Sense began shipping units to Hendrick Automotive Group
dealerships in June 2002.

In July 2002, UnitedAuto Group (130+ dealerships) agreed to
market the Guardian Alert and placed its first orders.

Manufacturing of the Trailer Hitch Unit is underway and Sense
anticipates introducing the 1.5 Inch Trailer Hitch Unit and the
License Plate Unit during the third quarter of FY 2003.

Nasdaq shortly to consider Sense's appeal for relisting.

Stockholders approved expanding the Board of Directors to twelve
members, eight of whom were elected at the meeting.

Stockholders approved the 2002 Stock Option Plan.

Management believes that the addition of UnitedAuto to Hendrick
Automotive reflects the strength of the Guardian Alert as the
"best in class" backing awareness system. These two companies
include approximately 200 of the largest dealerships in the
country. The Company is presently working in parallel with both
groups on comprehensive national marketing programs to broaden
penetration over the coming months. The Company is actively
seeking to build on its success with these groups by adding
additional large dealership chains and regional distributors.

Prospective and existing customers have indicated strong
interest for Sense's product extending beyond the capabilities
of the Trailer Hitch Mount. In response, Sense will be
introducing a 1.5 Inch Trailer Hitch Mount suitable for a broad
array of SUV's and mini-vans that are equipped at the factory
with a 1.5 inch receiver hitch. The introduction of Sense's new
license plate mount will further increase the number of vehicle
types to include sedans, mini-vans and SUV's without trailer
hitches.

The Company also announced that the Nasdaq Office of Appeals &
Review will shortly reconsider a separate panel's earlier
decision to delist the Company's common stock from the Nasdaq
SmallCap Market and that the Company has negotiated a private
investment in its common stock at $2.00 per share for a total of
$4.0 million, contingent solely upon the approval for relisting
on the Nasdaq SmallCap Market. The Company hopes that the
contingent commitment of capital, expanding its board,
restructuring governance procedures and its previous submissions
addressing Nasdaq's concerns, will enable the Company to receive
a positive response to its appeal.


SHENANDOAH RESOURCES: Signs Letter of Intent with Longbow Energy
----------------------------------------------------------------
LongBow Energy Corp. and Shenandoah Resources Ltd. have
executed a Letter of Intent whereby LongBow will acquire all of
the issued and outstanding shares of Shenandoah and settle the
outstanding claims of Shenandoah's secured and unsecured
creditors. It is agreed that the business of LongBow and
Shenandoah will be combined upon the implementation of a Plan of
Arrangement (the "Arrangement") conducted in accordance with the
provisions of the Companies' Creditors Arrangement Act (Canada)
and, if required, the Business Corporations Act (Alberta).
Shenandoah previously announced that the Court of Queen's Bench
of Alberta had granted an Order on April 24, 2002, which
provided creditor protection to Shenandoah under the Companies'
Creditors Arrangement Act (Canada).

The proposed terms of the Arrangement include the following:

     1) LongBow will arrange a secured credit facility in the
amount of $6,500,000 of which $5,000,000 will be used to repay
in full Shenandoah's existing secured bank debt and $1,500,000
will be retained for working capital purposes of the combined
entity. The credit facility will be provided by a third party
institutional lender and will secured against the combined
LongBow and Shenandoah assets.

     2) LongBow will issue 4,000,000 Units in settlement of all
claims of Shenandoah's remaining creditors (the "Other
Creditors), approximately $3,000,000 in total claims, on the
basis of one Unit for each $0.75 of debt owed to the Other
Creditors. Each Unit shall consist of one common share of
LongBow (the "LongBow Shares") and, one-half purchase warrant,
(the "LongBow Warrant"). Each whole LongBow Warrant shall
entitle the holder, upon payment of $0.75, to purchase a further
LongBow Share for a period of six months from the effective time
of the Arrangement. The Units to be issued shall constitute full
and final satisfaction of the claims of the Other Creditors.

     3) LongBow will issue 11,333,333 LongBow Shares as
consideration for acquiring the outstanding Shenandoah shares on
the basis of one LongBow Share for every 2.5 Shenandoah shares.

The binding Letter of Intent is subject to certain conditions,
including, a binding commitment for the credit facility, the
execution of a definitive, formal Arrangement Agreement and the
closing of the previously announced acquisition by LongBow of
all of the issued and outstanding shares of Alsask Energy
Services Ltd., together with the conversion of a promissory note
payable to M.F. Ross Energy Services Ltd. into shares of
LongBow.

The Arrangement does not result in a change of control of
LongBow, but does provide for the management of Shenandoah to
assume positions in LongBow and existing directors of Shenandoah
being added to the Board of Directors of LongBow.

This transaction is subject to approval by the Court, the TSX
Venture Exchange, Shenandoah's creditors, Shenandoah's
shareholders and LongBow's shareholders. Closing is anticipated
to occur in September 2002.
  
LongBow Energy Corp trades on the TSX Venture Exchange under the
symbol LEC and Shenandoah Resources Ltd. is listed on the TSX
Venture Exchange under the symbol SNN but trading was halted on
April 24, 2002 and is currently suspended due to non-payment of
annual listing fees and is expected to remain so through the
implementation of this Plan.


SUN HEALTHCARE: Asks Court to Approve Settlement with Brogdon
-------------------------------------------------------------
Sun Healthcare Group, Inc., and its reorganized debtor-
affiliates, ask the U.S. Bankruptcy Court for the District of
Delaware to authorize them to enter into a global settlement of
the claims between them and the Brogdon Parties: Christopher F.
Brogdon, the Estate of Edward E. Lane, Darrell C. Tucker, Philip
M. Rees, Harlan Matthews, Julian Daley, James Andrews, Connie
Brogdon, Chamber Health Care Society, Inc., Gordon Jensen Health
Care Associates, Inc., National Assistance Bureau, Inc.,
Renaissance Senior Living, Inc., Senior Care, Inc., Southeastern
Cottages, Inc., Winter Haven Homes, Inc. and Sea Breeze Health
Care Center, Inc.

Etta R. Wolfe, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, relates to Judge Walrath that the disputes
between the Reorganized Debtors and Brogdon Parties started when
the Reorganized Debtors acquired RCA, owned by Christopher
Brogdon, in June 1998.  Before the closing of the acquisition,
RCA entities transferred millions in a form of loans.  
Accordingly, the Reorganized Debtors conditioned the closing of
the transaction on commitments from the Brogdon Parties to:

   (a) repay all but $4,000,000 of the alleged loans by the
       closing of the transaction; and

   (b) repay the remaining $4,000,000 under a fixed repayment
       schedule.

However, Ms. Wolfe states, the Brogdon Parties failed to make
payments.  As a result, a series of Claims and Counterclaims
have been filed at the District Courts since then.

The parties negotiated for a consensual resolution of the
disputes.  Settlement has been reached that generally contains
these terms:

   (a) The Reorganized Debtors and the Brogdon Parties will
       dismiss with prejudice the Main Fulton County Case except
       those claims by or against defendant Newcare, which is
       not a party to the settlement because of its pending
       bankruptcy proceeding;

   (b) The Reorganized Debtors and the Brogdon Parties will
       dismiss with prejudice the Other Fulton County Cases;

   (c) The Brogdon Parties or any of them that are claimants
       will withdraw all Proofs of Claim filed in this case; and

   (d) The Reorganized Debtors and the Brogdon Parties will
       mutually release each other and each other's officers,
       directors, members, employees and attorneys from all
       claims that arose prior to the date of the Settlement
       Agreement.

Ms. Wolfe contends that settlement would be beneficial to the
Reorganized Debtors' estate in the long run because, even if the
Reorganized Debtors believe they have a strong chance of success
on the merits of the claims against the Brogdon Parties, the
costs associated with pursuing these claims will be substantial
and could exceed any recoveries. (Sun Healthcare Bankruptcy
News, Issue No. 40; Bankruptcy Creditors' Service, Inc.,
609/392-0900)   


SYNSORB BIOTECH: Falls Short of Nasdaq Minimum Listing Standards
----------------------------------------------------------------
SYNSORB Biotech Inc. (NASDAQ:SYBB)(TSX:SYB), received a Nasdaq
Staff Determination on July 10, 2002 indicating that SYNSORB
fails to comply with the net tangible assets/shareholders'
equity/market value of listed securities/total assets and total
revenue and market value of publicly held shares requirements of
Nasdaq as set forth in Marketplace Rules 4450(a)(03) and
4450(b)(01), and that its securities are, therefore, subject to
the delisting from the Nasdaq National Market.

SYNSORB common shares continue to be listed on The Toronto Stock
Exchange under the Symbol "SYB".


TOWER AUTOMOTIVE: Working Capital Deficit Tops $249MM at June 30
----------------------------------------------------------------
Tower Automotive, Inc. (NYSE:TWR), announced its operating
results for the second quarter and six months ended June 30,
2002.

For the second quarter of 2002, revenues were $751 million,
compared with $642 million in the 2001 period. Net income for
the second quarter of 2002, adjusted for the one-time items
described below, was $25 million. Including the after-tax effect
of the one-time items, the reported net income was $23 million
for the second quarter of 2002. This compares with reported net
income of $17 million in the second quarter of 2001.

For the six months ended June 30, 2002, revenues were $1.4
billion, compared with $1.3 billion in the 2001 period. Net
income for the six months ended June 30, 2002, adjusted for the
one-time items described below, was $37 million. Including the
after-tax effect of these one-time items, the reported net loss
was $124 million for the six months ended June 30, 2002. This
compares with reported net income of $30 million in the same
period for 2001.

Tower Automotive's June 30, 2002, balance sheet shows that the
Company's total current liabilities exceeded its total current
assets by about $249 million.

In commenting on second-quarter and six-month results, Dug
Campbell, president and chief executive officer of Tower
Automotive, said, "The end of the second quarter marks the end
of the journey which started in October 2000 toward the
financial strengthening and mitigation of risk associated with
the business. The current strong backlog, geographic dispersion
of sales driven by this growth, addition of new customers in
Europe and Asia, and reduction of financial leverage are all the
results of this risk mitigation effort. Operational performance
is improving as reflected in the second-quarter results, and the
continued positive cash flow generation and reduction of
leverage in the future are expected. I attribute these results
to the dedication, determination and perseverance by Tower
Automotive colleagues all over the world."

During the second quarter of 2002, the company amended its
senior credit facility and permanently reduced its borrowing
capacity by $425 million, as previously announced. As a result
of the permanent reduction of borrowing capacity, the company
recorded a $2.0 million non-cash charge for the write-off of
deferred financing costs associated with the credit facility. In
addition, the company also recognized a non-cash charge of
approximately $0.9 million associated with the write-off of its
investment in a former prototype joint venture. On an after-tax
basis, these charges reduced earnings in the second quarter of
2002 by approximately $0.03 per diluted share.

Also during the second quarter of 2002, the company completed
the transitional impairment test of goodwill as required by
Statement of Financial Accounting Standards (SFAS) No. 142,
"Goodwill and Other Intangible Assets", and as a result, has
recognized an after-tax impairment loss of $113 million recorded
as of January 1, 2002 as a cumulative effect of change in
accounting principle. This charge was retroactive to the first
quarter of 2002. In conjunction with adopting the requirements
of SFAS No. 142 as of the first quarter of 2002, the company no
longer records amortization expense of its goodwill. Net income
during the second quarter of 2001 and six months ended June 30,
2001 included an after-tax charge of $3.2 million and $6.3
million, respectively, related to goodwill amortization expense.

The first quarter of 2002 included previously announced
restructuring and asset impairment charges of $75 million (or a
charge of $1.01 per diluted share after-tax) and a gain of $3.8
million (or income of $0.05 per diluted share after-tax) on the
sale of its Iwahri, Korea plant to a Hyundai affiliate.

Tower Automotive, Inc., is a global designer and producer of
vehicle structural components and assemblies used by every major
automotive original equipment manufacturer, including Ford,
DaimlerChrysler, GM, Honda, Toyota, Nissan, Fiat, Hyundai/Kia,
BMW, and Volkswagen Group. Products include body structures and
assemblies, lower vehicle frames and structures, chassis modules
and systems, and suspension components. The company is based in
Grand Rapids, Mich. Additional company information is available
at http://www.towerautomotive.com  


US AIRWAYS: Bankruptcy Filing Likely Over Imminent Cross-Default
----------------------------------------------------------------
US Airways Group, Inc., reported a net loss of $248 million for
the second quarter of 2002 on operating revenues of $1.9
billion, compared to a net loss of $24 million on operating
revenues of $2.5 billion for the same period in 2001.

"US Airways' continuing losses are an enormous disappointment to
all of us and it is imperative that we move quickly to reverse
this trend," said US Airways President and Chief Executive
Officer Dave Siegel. "Our existing cost structure cannot support
the continuing weak economic conditions, intense competition
from low-cost, low-fare carriers in the Northeast, and
significant drop in business travel, where we still find some
corporate customers resorting to other means of transportation
or not traveling at all.

"Our employees, nevertheless, are to be commended for their
ongoing hard work in delivering a high-quality product to the
traveling public. Their efforts, especially in this difficult
environment, are praiseworthy and have resulted in our company
receiving high marks in consumer satisfaction ratings," said
Siegel.

"The agreements reached to date with the majority of our
employee union leaderships, which are symbolic of their
commitment to share in the sacrifices necessary to restore our
company's financial health, and the Air Transportation
Stabilization Board's (ATSB) conditional approval for a federal
loan guarantee are key elements of our restructuring plan,"
Siegel said. "However, the successful negotiation of concessions
from our remaining unions, and our lessors, lenders and vendors
is necessary to complete the restructuring plan. Much hard work
remains ahead, and we are committed to reorganizing US Airways
so that we can become a strong, vibrant, and competitive
airline."

               Financial and Operating Performance

Operating revenues for the second quarter were $1.9 billion,
down 23.7 percent from the second quarter of 2001. Operating
expenses were $2.1 billion, down 16.0 percent. Pre-tax loss of
$259 million for the 2002 second quarter compared to a pre-tax
loss of $30 million last year.

US Airways Group's cash position on June 30, 2002, was $602
million while the company's operating cash flow was a negative
$1 million per day during the second quarter. Total balance
sheet debt outstanding, including capital lease obligations, on
June 30, 2002, was $3.8 billion. "As we enter the seasonally
weaker second half of the year, the expected pressure on our
cash position highlights the need to finalize our restructuring
efforts and secure the ATSB loan," said Neal Cohen, US Airways
executive vice president and chief financial officer.

As a result of previously announced payment deferrals related to
aircraft lessors and lenders targeted by the company to
participate in its restructuring plan, the company is currently
in default on certain public and private debt obligations. The
company continues to negotiate with these stakeholders in
pursuit of its preferred approach of a consensual accord to
satisfy the conditions of the government-guaranteed loan. These
defaults, which could eventually lead to cross defaults with
other lessors, vendors and creditors, if not rescinded, and,
potentially, acceleration of those obligations, could result in
the company seeking to implement its restructuring plan through
a filing for Chapter 11 reorganization of the U.S. Bankruptcy
Code.

US Airways has shown significant improvement in nearly all
operations quality measurements. Year-to-date, the company's
completion factor was up 1.2 percentage points year over year.
Departure and arrival performances have improved in four of the
six months of 2002, while the completion factor has improved in
each of the six months.

Second quarter available seat miles for US Airways, Inc.
declined 20.0 percent year over year, reflecting US Airways'
capacity reductions following the events of September 11 and the
current economic climate. US Airways carried 13.0 million
passengers during the 2002 second quarter, a decline of 21.7
percent compared to the 16.6 million passengers carried during
the same period the previous year. Revenue passenger miles
declined 18.6 percent compared to the second quarter 2001, while
the passenger load factor increased by 1.3 percentage points to
75.1 percent. Passenger revenue per available seat mile was 9.84
cents for the second quarter 2002, a decrease of 10.4 percent
compared to the same period in 2001, while the cost per
available seat mile was 12.25 cents, an increase of 1.0 percent
year-over-year (5.1 percent excluding fuel).

                    First Six Months Results

Operating revenues for the first half of the year 2002 were $3.6
billion, down 23.7 percent over the first six months of 2001,
while operating expenses of $4.2 billion were down by 15.9
percent. The operating loss for the first half of the year was
$545 million, compared to an operating loss of $208 million for
the first six months of 2001. On a diluted per-share basis, the
net loss for the first six months of 2002 of $7.60 compares to a
net loss of $2.90 in 2001. Results for 2002 include a $17
million credit related to a change in accounting policy for
engine maintenance at one of the company's Express subsidiaries.
Results for 2001 included a $22 million ($14 million after-tax)
impairment charge related to the early retirement of certain
Boeing 737-200 aircraft and a $7 million after-tax credit
resulting from US Airways' accounting change to adopt SFAS 133 -
Accounting for Derivative Instruments and Hedging Activities.

For the first half of the year 2002, US Airways, Inc., carried
24.8 million passengers, a decline of 19.4 percent from the
first six months of 2001. Revenue passenger miles for the period
declined 17.4 percent while available seat miles declined 19.5
percent, resulting in a passenger load factor of 71.9 percent, a
year-over-year increase of 1.8 percentage points. The yield of
13.36 cents for the first half of 2002 was down 12.9 percent
from the same period in 2001, while passenger revenue per
available seat mile of 9.60 cents was down 10.7 percent. Cost
per available seat mile of 12.57 cents for the first half of the
year increased 1.0 percent versus the same period of 2001. The
cost of aviation fuel per gallon for the period was 68.80 cents,
down 24.3 percent from 2001.

In light of the ongoing restructuring efforts, US Airways will
not hold a second quarter 2002 conference call or Web cast.


TELIGENT: Plan Confirmation Hearing Scheduled for August 14
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the Disclosure Statement of Teligent, Inc.  The Debtors
are now authorized to solicit acceptances of the Plan.

A Plan Confirmation Hearing will be held at the United States
Bankruptcy Court, One Bowling Green, New York, New York 10004 on
August 14, 2002 at 2:00 p.m. Objections to the Plan are due on
August 7, 2002, at 5:00 p.m.

Objections, to be timely, must be filed and received on or
before August 7 with the Clerk of Court and served on:

          Kirkland & Ellis
          Citigroup Center, 153 East 53rd Street
          New York, New York 10022
          Attn: James H.M. Sprayregen, P.C.

          Kirkland & Ellis, 200 East Randolph Drive,
          Chicago, Illinois 60601
          Attn: Matthew N. Kleiman

          Milbank, Tweed, Hadley & McCloy LLP
          1 Chase Manhattan Plaza
          New York, New York 10005-1413
          Attn: Paul D. Malek

          Office of the United States Trustee
          33 Whitehall Street, 21st Floor
          New York, New York 10004
          Attn: Paul Schwartzberg;

          Simpson, Thacher & Bartlett
          425 Lexington Avenue
          New York, New York 10017-3954
          Attn: Steven M. Fuhrman

Teligent, Inc., a provider of broadband communication services
offering business customers local, long distance, high-speed
data and dedicated Internet services over its digital SmartWave
local networks in major markets throughout the United States,
filed for chapter 11 protection on May 21, 2001. James H.M.
Sprayregen, Esq., Matthew N. Kleiman, Esq. and Lena Mandel, Esq.
at Kirkland & Ellis represent the Debtors in their restructuring
effort. When the Company filed for protection from its
creditors, it listed $1,209,476,000 in assets and $1,649,403,000
debts.


TELEGLOBE INC: Gets 10 Purchase Offers for Core Telecom Business
----------------------------------------------------------------
Teleglobe Inc., announced it has received ten offers for the
purchase of its core voice and related data business pursuant to
the sales process approved by courts in Canada and the United
States.  Following discussions with certain key stakeholders,
including representatives of the Unsecured Creditors' Committee
appointed in Teleglobe's U.S. chapter 11 proceedings, it has
been decided to proceed with more detailed negotiations with a
select number of parties until approximately August 12, 2002,
when final offers are to be made.

"We are very pleased by the level of interest in our business,"
said John Brunette, Chief Executive Officer of Teleglobe. "We
look forward to continuing discussions with the parties we have
selected with input from our key stakeholders".


TELEGLOBE INC: Says E&Y's Reports Available from Ontario Court
--------------------------------------------------------------
In connection with the creditor protection proceedings of
Teleglobe Inc., under the Companies' Creditors Arrangements Act
(CCAA) in the Ontario Superior Court of Justice, Ernst & Young
Inc., the Monitor appointed in connection with the proceedings,
files with the Ontario court Monitor's Reports from time to time
containing certain financial and other information regarding
Teleglobe and the proceedings. Such reports are public documents
and may be obtained by visiting the offices of the Ontario
Superior Court of Justice (Commercial List) and requesting
copies of any particular report.  The court file number is         
02-CL-4528.  A copying charge will be payable to the court
office.


TOUCHSTONE RESOURCES: Needs Equity Sale to Continue Operations
--------------------------------------------------------------
Touchstone Resources Ltd. is engaged in the business of
acquiring interests in petroleum and natural gas rights, and the
exploration for and development, production and sale of,
petroleum and natural gas in the United States. It currently
holds interests in five project areas. The Company sold its
interest in a sixth project area on July 1, 2001. Six wells have
been completed and are currently in production. The wells have
net reserves of 432 MBO and 14223 MMCF of gas and the Company is
currently involved in drilling one well. If any of these wells
produce oil or gas reserves as expected, the Company will then
add reserves in proved and probable categories. Its current
activities include exploration and production.

Touchstone was incorporated under the name of Murjoh Resources
Inc. on October 5, 1982 under the laws of the Province of
British Columbia. Effective August 25, 1987, it changed its name
to Touchstone Resources, Ltd. It is a public corporation under
the Company Act of British Columbia and its common stock is
traded on the Canadian Venture Exchange ("CDNX"). Its principal
business activities, which are conducted through its wholly
owned subsidiaries, Fortis Energy, LLC, and Touchstone Resources
USA, Inc., are oil and gas exploration, development, operations,
and acquisitions of oil and gas leases. The interests that it
seeks to acquire will be working interests ownership positions
in oil and gas leases and/or in specific wells. Fortis Energy,
LLC is a Texas limited liability company formed on April 17,
1998. Touchstone Resources USA, Inc., is a Texas corporation
formed on May 12, 2000.

          Three months ended March 31, 2002 as
              compared to March 31, 2001

Touchstone's loss for the three months ended March 31, 2002 was
$2,003,117. This compares to a loss of $904,879 for the quarter
ended March 31, 2001, an increase of $1,098,238 or 121%. The
increase in the loss is primarily due to increased interest
expense of $1,081,416.

Net revenues for the three months ended March 31, 2002 were $0
from oil and gas sales. This compares to $27,775 in revenues for
the three months ended March 31, 2001.

          Six months ended March 31, 2002 as
             compared to March 31, 2001

Loss for the six months ended March 31, 2002 was $3,736,361.
This compares to a loss of $1,528,116   for the six months ended
March 31, 2001, an increase of $2,208,245 or 145%. The increase
in the loss is due to increased business development, financing
and exploration activities and related expenses from these
activities, including increased interest expense of $1,294,611,
dry hole costs of $173,057, increased consulting and finder's
fees totaling $271,952 and advances written-off of $361,649.

Net revenues for the six months ended March 31, 2002 were $0
from oil and gas sales. This compares to $61,465 in revenues for
the six months ended March 31, 2001.

          Fiscal Year Ended September 30, 2001
             as compared to Fiscal 2000

Loss for the year ended September 30, 2001 was $3,552,123. This
compares to a loss of $2,111,241   for the year ended September
30, 2000, an increase of $1,440,882, or 68%. The increase in the
loss is primarily due to increased business development,
financing and exploration activities and related expenses from
those activities, including an increase in interest expense of
$767,436, increase in depletion expense of $172,207, and an
increase in finder's fees, investor relation, travel and
entertainment, and professional fees totaling $522.525.

Net revenues for the year ended September 30, 2001 were $123,411
from oil and gas sales. This compares to $31,908 in revenues for
the year ended September 30, 2000.
           
                        Going Concern

The Company's consolidated financial statements were prepared on
a going concern basis which assumes that it will be able to
realize assets and discharge liabilities in the normal course of
business. As of March 31, 2002, the Company had an accumulated
deficit of $9,579,805. Its ability to continue as a going
concern is dependent upon raising sufficient funds by way of
equity through the sale of its equity and debt securities.

                Liquidity and Capital Resources

Since inception, the Company's capital resources have been
limited. It has had to rely upon the sale of equity and debt
securities for cash required for exploration and development
purposes, for acquisitions and to fund day-to-day administration
needs. Since it may not generate substantial revenues in the
near future it will have to continue to rely upon sales of
equity and debt securities to raise capital. It follows that
there can be no assurance that financing, whether debt or
equity, will always be available to it in an amount required at
any particular time or for any particular period or, if
available, that it can be obtained on terms satisfactory to the
Company.

As of March 31, 2002 the Company had cash of $174,463 as
compared to $737,051 as of September 30, 2001. Working capital
deficiency at March 31, 2002 was $4,538,627 as compared to a
working capital deficiency of $3,029,533 at September 30, 2001.
In the six months ended March 31, 2002, Touchstone received
$3,232,558 from the issuance of convertible loans, $400,000 from
a loan payable and advances from related parties of $276,781 for
a total of $3,909,339. Primarily the funds were used as follows:
$2,544,648 for the acquisition and exploration of oil and gas
properties, $580,936 invested in and advanced to affiliate, and
$1,573,498 in operating expenses during the six months ended
March 31, 2002. Accounts payable and accrued liabilities
increased $1,126,220. Cash outflows exceeded cash inflows during
the period and decreased cash on hand by $562,588 during the six
months ended March 31, 2002, leaving a cash balance at March 31,
2002 of $174,463.


TOUCHSTONE RESOURCES: Continental Southern Acquires Equity Stake
----------------------------------------------------------------
On March 22, 2002 Touchstone Resources Ltd. issued by way of
private placement to Continental Southern Resources, Inc.
("CSR") a US $2,000,000 Debenture convertible into 1,063,080
Shares at the rate of one share for each US $1.88 principal
amount of the Debenture and detached warrants to purchase
1,063,080 additional shares of the Company until August 22,
2004.

The Securities purchased by CSR entitle CSR to acquire 2,127,660
shares which upon conversion and exercise would represent 14.3%
of the issued and outstanding shares of the Company. CSR has
acquired these securities for investment purposes. It is CSR's
intention to evaluate the investment and to increase and
decrease its shareholdings as circumstances require.

For more information on Touchstone and any of Touchstone's
projects, visit http://www.touchstonetexas.com.

                        *   *   *

It was reported in the May 14, 2002 issue of the Troubled
Company Reporter that Touchstone Resources has been operating at
a loss each year since inception, and expects to continue to
incur substantial losses for at least the foreseeable future.
Net loss applicable to common stockholders for the years ended
September 30, 1999, 2000 and 2001 were approximately $180,080,
$2,111,241 and $3,552,123 respectively. Through September 30,
2001, the Company had an accumulated deficit of approximately
$5,843,444. It also had limited revenues to date. Revenues for
the year ended September 30, 1999, 2000 and 2001 were $0,
$31,908 and $123,411 respectively. Further, it may not be able
to generate significant revenues in the future. In addition, it
expects to incur substantial operating expenses in connection
with oil exploration activities. As a result, it expects to
continue to experience negative cash flow for at least the
foreseeable future and cannot predict when, or even if, it might
become profitable.


TOWER AUTOMOTIVE: Replaces Andersen with Deloitte as Auditors
-------------------------------------------------------------
Tower Automotive, Inc. determined to dismiss its independent
auditors, Arthur Andersen LLP and to engage the services of
Deloitte & Touche LLP as its new independent auditors.  The
change in auditors was approved by the Board of Directors of the
Company; the change is effective as of June 20, 2002. As a
result, Deloitte & Touche LLP will audit the consolidated
financial statements of the Company and its subsidiaries for the
fiscal year ending December 31, 2002.

                        *   *   *

As previously reported in the May 17, 2002 issue of the Troubled
Company Reporter that on May 13, 2002, Standard & Poor's
affirmed its double-'B' corporate credit rating on Tower
Automotive Inc., a supplier of automotive structural components
and assemblies. The outlook,
however, has been revised to stable from negative.

The rating actions follow Tower's completion of the sale of $222
million of common equity. Proceeds from the sale were used to
reduce borrowings on the company's bank credit facilities. The
equity offering improved Tower's financial flexibility by
increasing borrowing availability under the company's revolving
credit facility and strengthening its credit statistics, which
should permit the company to remain comfortably within its bank
financial covenant requirements.


TUCKAHOE CREDIT: S&P Ratchets Lease Trust 2001-CTL1 Rating to B+
----------------------------------------------------------------
Standard & Poor's lowered its rating on Tuckahoe Credit Lease
Trust 2001-CTL1's credit lease-backed pass through certificates
series 2001-CTL1 to single-'B'-plus from double-'B'-plus. At the
same time, the CreditWatch implication on the rating is revised
to developing from negative.

The rating action reflects the lowering of Qwest Communications
International Inc.'s corporate credit rating to single-'B'-plus
from double-'B'-plus on July 17, 2002, at which time the
CreditWatch implication on the rating was revised to developing
from negative. The credit lease-backed certificates' rating is
dependent on the rating of Qwest.

The credit lease-backed certificates are collateralized by a
first mortgage and assignment of lease encumbering a condominium
interest in a two-story industrial building in Yonkers, New
York. The entire property is leased to Qwest Communications
Corp. (QCC), a wholly owned subsidiary of Qwest, on a triple net
basis, with QCC responsible for all operating and maintenance
costs.


USG CORP: Will Release Second Quarter Earnings Report on July 30
----------------------------------------------------------------
USG Corporation (NYSE: USG), is recording a non-cash, non-
taxable impairment charge of $96 million related to its adoption
of a new accounting standard, Statement of Financial Accounting
Standards (SFAS) No. 142, "Goodwill and Other Intangible
Assets." The Financial Accounting Standards Board issued the new
standard last year and required companies to adopt it in 2002.
USG previously disclosed in SEC filings that it adopted SFAS No.
142 on January 1, 2002 and, as prescribed by the accounting
rule, would complete an assessment of goodwill.

The Corporation completed the assessment of goodwill in the
second quarter of 2002. The assessment determined that goodwill
for its North American Gypsum segment was impaired and there
would be a related charge. The impairment was attributable to
the asbestos liability of the United States Gypsum Company and
its asbestos-related filing for bankruptcy protection on June
25, 2001.  U.S. Gypsum is the largest component of the North
American Gypsum segment.

In accordance with SFAS No. 142, the Corporation will reflect
the charge in its financial statements for the three months
ended March 31, 2002. The charge, which does not affect the
operations of the company, will be reflected on the
Corporation's consolidated statement of earnings as a cumulative
effect of a change in accounting principle as of January 1,
2002.

USG Corporation will release its second quarter earnings report
on Tuesday, July 30, 2002, before the start of trading on the
New York Stock Exchange.

USG Corporation is a Fortune 500 company with subsidiaries that
are market leaders in their key product groups: gypsum
wallboard, joint compound and related gypsum products; cement
board; gypsum fiber panels; ceiling panels and grid; and
building products distribution. For more information about USG
Corporation, visit the USG home page at http://www.usg.com

DebtTraders reports that USG Corporation's 8.500% bonds due 2005
(USG1) are quoted between 79 and 81. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=USG1for more  
real-time bond pricing.


VELOCITA: Retains Swidler Berlin as Special Regulatory Counsel
--------------------------------------------------------------
Velocita Corp. and its debtor-affiliates ask permission from the
U.S. Bankruptcy Court for the District of New Jersey to hire
Swidler Berlin Shereff Friedman, LLP as special
telecommunications regulatory Counsel, retroactive to the
Petition Date.

The Debtors will look to Swidler to:

     (a) advise them as to telecommunications regulatory
         requirements arising from a filing under the Bankruptcy
         Code;

     (b) represent Debtors as needed before telecommunications
         regulatory agencies;

     (c) advise Debtors on telecommunications regulatory issues
         involved with sales of assets or transfer of control by
         Debtors, if required, and Debtors' reorganization plan,
         including making any required regulatory filings,
         seeking required regulatory approvals, ensuring
         continued ability of Debtors and, if applicable,
         purchasers, to obtain telecommunications services from
         unrelated telecommunications vendors, and any other
         activities required to implement the asset sales and/or
         reorganization plan or to consummate any transactions
         contemplated thereby;

     (d) assist Debtors in obtaining access to public lands and
         public rights-of-way to complete their nationwide fiber
         optic telecommunications network, and protect their
         interests in obtaining access to such public lands and
         public rights-of-way on a timely basis and at a fair
         and reasonable cost; and

     (e) perform any other necessary legal services and advice
         on related matters.

Since October 1998, Swidler has rendered legal services to the
Debtors in connection with various matters. This has afforded  
Swidler with an intimate familiarity with the complex legal
issues that may arise in these cases.

The hourly rates charged by Swidler's attorneys that currently
are expected to work on this matter are:

          partners           $325-$425
          other attorneys    $170-$330
          legal assistants   $115-$150

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.


VENTAS INC: Will Publish Second Quarter Results Tomorrow
--------------------------------------------------------
Ventas, Inc. (NYSE:VTR), will issue its second quarter earnings
on Tuesday, July 23, 2002. A conference call to discuss those
earnings will be held that morning at 10:00 a.m. Eastern Time
(9:00 a.m. Central Time.) The call will be webcast by CCBN and
can be accessed at the Ventas Web site at
http://www.ventasreit.comor at http://www.companyboardroom.com   

Ventas, Inc., is a healthcare real estate investment trust whose
properties include 43 hospitals, 215 nursing facilities and
eight personal care facilities in 36 states. For further
information about Ventas, please visit its Web site at
http://www.ventasreit.com  
In its Form 10-Q filed with the Securities and Exchange
Commission on May 14, 2002, Ventas' March 31, 2002, balance
sheet shows a total shareholders' equity deficit of about $94
million.


WILSHIRE TECH: Posts $28MM Working Capital Deficit as of May 31
---------------------------------------------------------------
Wilshire Technologies, Inc. operates in one business segment,
which is to develop, manufacture and market engineered polymer
products for industrial cleanroom use. The Company has
historically developed, manufactured and marketed engineered
polymer products for industrial cleanroom use. In 1996, the
Company divested its Medical Products and Transdermal Products
divisions and focused primarily on products used in industrial
cleanrooms, such as gloves and contamination control products.
From 1996 through 2000, substantially all of the Company's
reported historic revenues have been related to sales of its
contamination control products. On May 19, 2000, the Company
completed the sale of certain assets and selected liabilities of
the Company's Wilshire Contamination Control division to Foamex
Asia Co. LTD.  During the third quarter of fiscal 2000, sales of
the Company's polyurethane glove ceased and the Company focused
upon securing a strategic partner for the new product
development. Effective September 18, 2000, the Company signed a
Product Development, Purchase and License Agreement with the
Lycra division of E. I. DuPont de Nemours and Company. Under the
Agreement, DuPont developed and began to supply a new
proprietary polyurethane material which is used by Wilshire to
manufacture and sell a disposable polyurethane glove for
industrial cleanroom applications. The Company, based in
Carlsbad, California manufactures its products at the Tijuana,
Mexico facility of its wholly owned subsidiary, Wilshire
International de Mexico S.A. de C.V.

The Company has incurred substantial losses since its inception
in 1990, and has relied on working capital provided by Trilon
Dominion Partners, LLC in the form of both debt and equity to
fund its operations. Management believes that Trilon Dominion
will continue to support the Company as necessary through the
end of fiscal year 2002.

Wilshire Technologies has a working capital deficiency of
$28,327,000, shareholders' deficit of $23,486,000 as of May 31,
2002, has suffered substantial recurring losses from operations
and is economically dependent on its majority shareholder to
finance operations. These matters, among others, raise
substantial doubt about the Company's ability to continue as a
going concern. Continuation of the Company is dependent on the
Company's ability to negotiate additional arrangements with its
majority shareholder, raise additional capital and to achieve
profitability. Although management has been successful in
obtaining working capital from its majority shareholder to fund
operations to date, there can be no assurance that the Company
will be able to raise additional capital in the future.

The Company anticipates continuing substantial negative cash
flow from operating and investing activities through the next
twelve months. The Company has projected its cash flow needs to
be approximately $5 million for the remainder of calendar 2002.
Trilon Dominion, the Company's largest shareholder with over 83%
of the shares outstanding, has acknowledged the Company's cash
flow needs and has indicated its commitment to provide financial
support to the Company through the end of the calendar year 2002
to the extent of such budgeted cash flow requirements. However
given that no written commitment exists, the Company is exposed
to the substantial risk that it will not receive the funds from
Trilon Dominion to fund present and future working capital
needs. In the event that such funds are not received it is
unlikely that the Company will be successful in raising capital
from other sources. If adequate funds are not available to
finance current operations, the Company will be unable to
execute its business development efforts and may be unable to
continue as a going concern.


WOLF CAMERA: Files Liquidating Plan and Disclosure Statement
------------------------------------------------------------
Atlanta Retail, Inc., formerly known as Wolf Camera, Inc. and
its debtor-affiliates filed their Liquidating Chapter 11 Plan
and an accompanying Disclosure Statement with the U.S.
Bankruptcy Court for the Northern District of Georgia. Full-text
copies of the Plan and the Disclosure Statement are available
for a fee at:

  http://www.researcharchives.com/bin/download?id=020716225309

            and

  http://www.researcharchives.com/bin/download?id=020716225644

The Plan is premised upon the substantive consolidation of
Debtors' estates. The Debtors relate that during their
operations, Wolf Camera and the other Debtors acted primarily as
one entity. All Debtors shared a single cash management system
and consolidation of the estates will be fair and reasonable.

On the Effective Date, the estates shall be deemed substantively
consolidated and:

     i) all inter-company Claims and Interests shall be canceled
        and disallowed and no distributions shall be made on
        this account,

    ii) all guaranties of any of the Debtors payment,
        performance or collection of obligations of any of the
        other Debtors shall be eliminated and canceled,

   iii) any obligation of Debtors and all guaranties executed by
        the other Debtors shall be treated as a single
        obligation and such guaranties shall be deemed a single
        Claim against the consolidated estates,

    iv) all joint obligations of Debtors, and all multiple
        claims against such entities on account of such joint
        obligations, shall be treated and allowed only as a
        single Claim against the consolidated estates, and

     v) each Claim filed in the Cases shall be deemed filed
        against the consolidated estates and a single obligation
        of the consolidated estates.

Wolf Camera, a company that offers a complete inventory of
traditional photography and digital imaging products and
services, frames, albums and accessories, filed for chapter 11
protection on June 21, 2001 in the Northern District of Georgia.  
David A. Geiger, Esq., at Powell, Goldstein, Frazer & Murphy,
represents the Debtors in their restructuring effort. When the
company filed for protection from its creditors, it listed an
estimated over $100,000,000 in assets and $100,000,000 in debt.


WORKGROUP TECHNOLOGY: Reports Improved Results for Fiscal Q1
------------------------------------------------------------
Workgroup Technology Corporation (WTC) (NASDAQ: WKGP), a leading
provider of Web-enabled, extended enterprise collaborative
product data management software solutions, announced its
financial results for the first quarter of fiscal 2003 ended
June 30, 2002.

For the first quarter of fiscal 2003, WTC reported revenue of
$1,700,000 compared with $1,761,000 in the first quarter of
fiscal 2002. The net loss for the first quarter of fiscal 2003
was $557,000, compared with a net loss of $1,500,000 for the
first quarter of fiscal 2002.

The Company's total revenue for the first quarter of fiscal 2003
decreased $84,000 from the fourth quarter of fiscal 2002. Of
this amount, maintenance and services revenue decreased
$137,000, offset by an increase in software license revenue of
$53,000. The Company had an increase in net loss of $117,000 for
the first quarter of fiscal 2003 when compared to the fourth
quarter of fiscal 2002.

Patrick H. Kareiva, President and Chief Executive Officer,
stated, "WTC has now delivered four consecutive quarters of
increased software license revenue, and two consecutive quarters
of increased professional services revenue. However, maintenance
revenue, which constitutes the largest portion of our total
gross revenue, is down approximately 15% from both the previous
quarter and the first quarter of fiscal 2002. The increase in
the operating loss for the first quarter of fiscal 2003 when
compared to the fourth quarter of fiscal 2002 was largely due to
the decreased maintenance revenue, partially offset by the
increase in software license and professional services
revenues".

Kareiva further stated that, "During each of the past four
quarters, WTC has undertaken a series of actions to bring its
operating expenses more in line with its anticipated level of
revenue. The Company currently believes that many of the
industry segments into which it sells are continuing to
experience economic difficulties. The Company anticipates that
several of its current customers and prospects may continue to
delay major purchasing decisions, including decisions to renew
maintenance agreements on a timely basis. The Company intends to
continue to take appropriate action to manage its expenses
commensurate with the level of sales expected. As of June 30,
2002, the Company had approximately $3,118,000 of cash on hand,
a reduction of approximately $143,000 from the March 31, 2002
cash on hand balance of approximately $3,261,000."

Kareiva further commented that, "The Company is pleased with
customer acceptance of its newest addition to its core Product
Data Management (PDM) product line, WTC ProductCenter 8, which
was first released in December 2001. For the first quarter of
fiscal 2003, WTC ProductCenter 8 software license revenue
constituted approximately 89% of total software license
revenue."

The Company has been advised by the Nasdaq Listing
Qualifications Staff that the Company is in violation of certain
of the minimum maintenance standards for continued listing of
its common stock on The Nasdaq SmallCap Market, but the Staff
has taken no further action with respect to delisting the
Company's common stock.

WTC develops, markets and supports WTC ProductCenter(TM), a web-
enabled, extended enterprise collaborative Product Data
Management (PDM) solution that provides document management,
design integration, configuration control, change management,
and enterprise integration for optimizing product development.
Based in Burlington, Massachusetts, the Company differentiates
itself on the basis of its controlled and secure accessibility,
enterprise integration, and quick adaptability of its software.
Thousands of users at mid-sized and global companies are in
production and benefit from WTC products, including ABB Flexible
Automation; Baker Oil Tools; Eaton Corporation; General Electric
Company; Goodrich Turbine Fuel Technologies; Honeywell;
Millipore Corporation; Siemens Energy & Automation, Inc.; U.S.
Army; and Whirlpool Corporation. The Company's Web site is
located at http://www.workgroup.com


WORLDCOM INC: S&P Slashes Long-Term Corporate Credit Rating to D
----------------------------------------------------------------
Standard & Poor's lowered its long-term and short-term corporate
credit ratings on global communications provider WorldCom Inc.
to 'D' from double-'C' and single-'C', respectively, due to the
company missing interest payment on its 7.375% senior unsecured
notes and the 8.5% senior unsecured notes of subsidiary
Intermedia Communications Inc.

"Although the company has a 30-day grace period to make interest
payments on these issues, we feel it is unlikely that the
payments will be made given the company's weak liquidity
position," Standard & Poor's credit analyst Rosemarie Kalinowski
said.

Standard & Poor's also lowered the ratings on WorldCom's other
senior unsecured debt issues to single-'C' from double-'C'.
These ratings remain on CreditWatch with negative implications.
Standard & Poor's said it does not expect WorldCom to service
its debt due to its precarious financial condition and the
likelihood of a debt restructuring or Chapter 11 filing in the
near term.

Clinton, Mississippi-based WorldCom had about $30 billion of
total debt outstanding as of March 31, 2002.

DebtTraders reports that Worldcom Inc.'s 7.500% bonds due 2004
(WCOM04USR1) are quoted between 37 and 40. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOM04USR1
for more real-time bond pricing.


WORLDCOM INC: Files for Chapter 11 Reorganization in Manhattan
--------------------------------------------------------------
WorldCom, Inc. (Nasdaq: WCOME, MCITE), announced that WorldCom
and substantially all of its active U.S. subsidiaries filed
voluntary petitions for reorganization under Chapter 11 of the
U.S. Bankruptcy Code in the United States Bankruptcy Court for
the Southern District of New York. Chapter 11 allows a company
to continue operating in the ordinary course of business and to
maximize recovery for the company's stakeholders. The filings
will enable the company to continue to conduct business as usual
while it develops a reorganization plan.

WorldCom's non-U.S. subsidiaries are not included in the filing
and will also continue to operate normally.

WorldCom also announced that it has obtained an agreement to
arrange up to $2 billion in Debtor-in-Possession financing. The
company already has secured a commitment of $750 million of this
amount from Citibank, N.A., JP Morgan Chase Bank and General
Electric Capital Corporation. This facility is being arranged by
Salomon Smith Barney Inc., JP Morgan and General Electric
Capital Markets Group, Inc.  The facility will be used to
supplement the company's cash flow during the Chapter 11
proceedings and is subject to approval by the Bankruptcy Court.

Once approved, the arrangement will provide an immediate source
of funds to WorldCom, allowing the company to operate its
business normally while it focuses on its new strategic plan,
restructures its finances, reduces its debt burden and
strengthens its balance sheet. This additional liquidity
will enable the company to satisfy customary obligations
associated with the daily operations of its business, including
the timely payment for new services, employee wages and other
obligations.

"Chapter 11 enables us to create the greatest possible value for
our creditors, preserve jobs for our employees, continue to
deliver top-quality service to our customers and maintain our
role in America's national security," said John Sidgmore,
president and chief executive officer of WorldCom. "We will use
this time under reorganization to regain our financial health
and focus, while operating with the highest integrity. We will
emerge from Chapter 11 as quickly as possible and with our
competitive spirit intact."

WorldCom currently employs more than 60,000 people in 65
countries and serves over 20 million residential and business
customers. It also operates the world's largest Internet
network.

"Our total focus will be to take this company forward in the
best way possible and with the highest ethics so that WorldCom
can continue to be an important part of our economy. To that we
are totally committed," said Sidgmore.

To this end, WorldCom announced the election of two new members
to its Board of Directors; Nicholas deB. Katzenbach and Dennis
R. Beresford.  Mr. Katzenbach currently is a private attorney
and previously served as Attorney General of the United States
(1965-66), Under Secretary of State for the United States (1966-
69), and as Senior Vice President and General Counsel of IBM
Corporation (1969-86). Mr. Beresford currently is Professor of
Accounting at the Terry College of Business, University of
Georgia and previously served as Chairman of the Financial
Accounting Standards Board (1987-97). Mr. Katzenbach and Mr.
Beresford have not previously been involved in the company's
affairs.

Following their election as Directors, Mr. Katzenbach and Mr.
Beresford were appointed to a Special Investigative Committee of
the Board to conduct an independent review of the Company's
accounting practices and preparation of financial statements.
This Special Committee will take on the oversight role with
respect to the previously-announced investigation led by William
R. McLucas into these matters.

"The additional board members of this caliber demonstrate our
seriousness in attracting independent board members and
establishing a quality governance structure for our corporation.
Their willingness to serve is also an indication of the
importance of our company's future," said Sidgmore.

WorldCom, Inc. (Nasdaq: WCOME, MCITE), is a pre-eminent global
communications provider for the digital generation, operating in
more than 65 countries. With one of the most expansive, wholly-
owned IP networks in the world, WorldCom provides innovative
data and Internet services for businesses to communicate in
today's market. In April 2002, WorldCom launched The
Neighborhood built by MCI - the industry's first truly any-
distance, all-inclusive local and long-distance offering to
consumers for one fixed monthly price. For more information, go
to http://www.worldcom.com


WORLDCOM INC: Case Summary and 50 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor:  WorldCom Caribbean, Inc.

Lead Bankruptcy Case No.: 02-13532

Debtor Entities Filing Separate Chapter 11 Petitions:

     WorldCom, Inc.
     Brooks Fiber Properties, Inc.
     Com Systems, Inc.
     E.L. Acquisition, Inc.
     Healan Communications, Inc.
     Intermedia Communications Inc.
     MCI Communications Corporation
     MCI WORLDCOM Brands, L.L.C.
     MCI WorldCom Management Company, Inc.
     Military Communications Center, Inc.
     SkyTel Communications, Inc.
     TransCall America, Inc.
     TTI National, Inc.
     Wireless One, Inc.
     WorldCom Broadband Solutions, Inc.
     WorldCom International Mobile Services, Inc.
     WorldCom Wireless, Inc.
     Access Network Services, Inc.
     Access Virginia, Inc.
     ALD Communications, Inc.
     BFC Communications, Inc.
     Bittel Telecommunications Corporation
     Brooks Fiber Communications of Arkansas, Inc.
     Brooks Fiber Communications of Bakersfield, Inc.
     Brooks Fiber Communications of Connecticut, Inc.
     Brooks Fiber Communications of Fresno, Inc.
     Brooks Fiber Communications of Massachusetts, Inc.
     Brooks Fiber Communications of Michigan, Inc.
     Brooks Fiber Communications of Minnesota, Inc.
     Brooks Fiber Communications of Mississippi, Inc.
     Brooks Fiber Communications of Missouri, Inc.
     Brooks Fiber Communications of Nevada, Inc.
     Brooks Fiber Communications of New England, Inc.
     Brooks Fiber Communications of New Mexico, Inc.
     Brooks Fiber Communications of New York, Inc.
     Brooks Fiber Communications of Ohio, Inc.
     Brooks Fiber Communications of Oklahoma, Inc.
     Brooks Fiber Communications of Rhode Island, Inc.
     Brooks Fiber Communications of Sacramento, Inc.
     Brooks Fiber Communications of San Jose, Inc.
     Brooks Fiber Communications of Stockton, Inc.
     Brooks Fiber Communications of Tennessee, Inc.
     Brooks Fiber Communications of Texas, Inc.
     Brooks Fiber Communications of Tucson, Inc.
     Brooks Fiber Communications of Tulsa, Inc.
     Brooks Fiber Communications of Utah, Inc.
     Brooks Fiber Communications-LD, Inc.
     BTC Transportation Corporation
     Business Internet, Inc.
     Chicago Fiber Optic Corporation
     COM/NAV Realty Corp.
     Cross Country Wireless, Inc.
     CS Wireless Battle Creek, Inc.
     CS Wireless Systems, Inc.
     Express Communications, Inc.
     FiberNet Rochester, Inc.
     Fibernet, Inc.
     ICI Capital LLC
     Intelligent Investment Partners, Inc.
     Intermedia Capital, Inc.
     Intermedia Communications of Virginia, Inc.
     Intermedia Investment, Inc.
     Intermedia Licensing Company
     Intermedia Services LLC
     Jones Lightwave of Denver, Inc.
     Marconi Telegraph Cable Company, Inc.
     MCI Canada, Inc.
     MCI Equipment Acquisition Corporation
     MCI Galaxy III Transponder Leasing, Inc.
     MCI Global Access Corporation
     MCI Global Support Corporation
     MCI International Services, L.L.C.
     MCI International Telecommunications Corporation
     MCI International, Inc.
     MCI International Telecommunications Holding Corporation
     MCI Investments Holdings, Inc.
     MCI Network Technologies, Inc.
     MCI Omega Properties, Inc.
     MCI Payroll Services, LLC
     MCI Research, Inc.
     MCI Transcon Corporation
     MCI Wireless, Inc.
     MCI WORLDCOM Brooks Telecom, LLC
     MCI WORLDCOM Capital Management Corporation
     MCI WORLDCOM Communications of Virginia, Inc.
     MCI WORLDCOM Communications, Inc.
     MCI WorldCom Financial Management Corporation
     MCI WORLDCOM Global Networks U.S., Inc.
     MCI WORLDCOM International, Inc.
     MCI WORLDCOM MFS Telecom, LLC
     MCI WORLDCOM Network Services of Virginia, Inc.
     MCI WORLDCOM Network Services, Inc.
     MCI WORLDCOM Synergies Management Company, Inc.
     MCI/OTI Corporation
     MCImetro Access Transmission Services of Virginia, Inc.
     MCImetro Access Transmission Services LLC
     Metrex Corporation
     Metropolitan Fiber Systems of Arizona, Inc.
     Metropolitan Fiber Systems of Baltimore, Inc.
     Metropolitan Fiber Systems of California, Inc.
     Metropolitan Fiber Systems of Connecticut, Inc.
     Metropolitan Fiber Systems of Dallas, Inc.
     Metropolitan Fiber Systems of Delaware, Inc.
     Metropolitan Fiber Systems of Denver, Inc.
     Metropolitan Fiber Systems of Detroit, Inc.
     Metropolitan Fiber Systems of Florida, Inc.
     Metropolitan Fiber Systems of Houston, Inc.
     Metropolitan Fiber Systems of Indianapolis, Inc.
     Metropolitan Fiber Systems of Minneapolis/St. Paul, Inc.
     Metropolitan Fiber Systems of New Hampshire, Inc.
     Metropolitan Fiber Systems of New Jersey, Inc.
     Metropolitan Fiber Systems of New Orleans, Inc.
     Metropolitan Fiber Systems of New York, Inc.
     Metropolitan Fiber Systems of Ohio, Inc.
     Metropolitan Fiber Systems of Oregon, Inc.
     Metropolitan Fiber Systems of Philadelphia, Inc.
     Metropolitan Fiber Systems of Pittsburgh, Inc.
     Metropolitan Fiber Systems of Seattle, Inc.
     Metropolitan Fiber Systems of St. Louis, Inc.
     Metropolitan Fiber Systems/McCourt, Inc.
     MFS CableCo U.S., Inc.
     MFS Datanet, Inc.
     MFS Telecom, Inc.
     MFS Telephone of Missouri, Inc.
     MFS Telephone of New Hampshire, Inc.
     MFS Telephone of Virginia, Inc.
     MFS Telephone, Inc.
     MFS/C-TEC
     MFSA Holding, Inc.
     MobileComm Europe Inc.
     Mtel Asia, Inc.
     Mtel Cellular, Inc.
     Mtel International, Inc.
     Mtel Latin America, Inc.
     Mtel Microwave, Inc.
     Mtel Service Corporation
     N.C.S. Equipment Corporation
     National Telecommunications of Florida, Inc.
     Netwave Systems, Inc.
     networkMCI, Inc.
     Northeast Networks, Inc.
     Nova Cellular Co.
     NTC, Inc.
     Overseas Telecommunications, Inc.
     Shared Technologies Fairchild Communications Corporation
     Shared Technologies Fairchild Telecom, Inc.
     Shared Technologies Fairchild, Inc.
     SkyTel Corp.
     SkyTel Payroll Services, LLC
     Southernnet of South Carolina, Inc.
     Southernnet Systems, Inc.
     Southernnet, Inc.
     Telecom*USA, Inc.
     Teleconnect Company
     Teleconnect Long Distance Services & Systems Co.
     Tenant Network Services, Inc.
     Tru Vision Wireless, Inc.
     Tru Vision-Flippin, Inc.
     UUNET Australia Limited
     UUNET Caribbean, Inc.
     UUNET Holdings Corp.
     UUNET International Ltd.
     UUNET Japan Ltd.
     UUNET Payroll Services, LLC
     UUNET Technologies, Inc.
     Virginia Metrotel, Inc.
     Wireless Video Services
     WorldCom Caribbean, Inc.
     WorldCom East, Inc.
     WorldCom ETC, Inc.
     WorldCom Federal Systems, Inc.
     WorldCom ICC, Inc.
     WorldCom International, Inc.
     WorldCom International Data Services, Inc.
     WorldCom International Mobile Services LLC
     WorldCom Overseas Holdings, Inc.
     WorldCom Payroll Services, LLC
     WorldCom Purchasing, LLC
     WorldCom Ventures, Inc.
     
Petition Date: July 21, 2002

U.S. Bankruptcy Court: United States Bankruptcy Court
                       Southern District of New York
                       Alexander Hamilton Custom House
                       One Bowling Green, 5th Floor
                       New York, New York 10004-1408
                       Telephone (212) 668-2870

Bankruptcy Judge:      The Honorable ____________

Debtors' Counsel:      Marcia L. Goldstein, Esq.
                       Weil Gotshal & Manges LLP
                       767 Fifth Avenue
                       New York, NY 10153
                       Telephone (212) 310-8214
                       Fax (212) 735-4919

U.S. Trustee:          Carolyn S. Schwartz
                       United States Trustee for Region 2
                       33 Whitehall Street, Suite 2100
                       New York, NY 10004
                       Telephone (212) 510-0500

List Of The Debtor's 50-Largest Unsecured Creditors

Creditor                         Nature of Claim    Claim Amount
--------                         ---------------    ------------
J.P. Morgan Trust Company, N.A.  Bond Debt       $17,200,000,000
Indenture Trustee
One Oxford Centre
Suite 1110
301 Grant Street
Pittsburgh, PA 15219
Attn: Bridget Shessler
Fax No.: (412) 291-2070

Mellon Bank, N.A.                Bond Debt        $6,600,000,000
Indenture Trustee
Two Mellon Bank Center
Pittsburgh, Pennsylvania 15259

Citibank, N.A.                   Bond Debt        $3,290,000,000
Indenture Trustee
120 Wall Street
13th Floor
New York, NY 10043
Attn: Corporate Trust Administration

JP Morgan Chase                  Bond Debt        $3,005,029,292
4 New York Plaza
4th Floor-Corp. Actions
New York NY 10004
Attn: Liz Cooper
Fax No.: (212) 509-6137

Bear Stearns                     Bond Debt        $2,717,854,996
1 Metrotech Center North
4th Floor
Brooklyn, NY 11201-3859
Attn: Greg Schron
Fax No.: (347) 643-1747

Bank of New York                 Bond Debt        $2,581,028,446
1 Wall Street
6th Floor - Reorg Dept.
New York, NY 10286
Attn: Mickey Jimenez
Fax No.: (212) 635-6361

State Street Bank                Bond Debt        $2,022,466,906
1776 Heritage Dr
A4 N.W. - Corp Actions Unit
N. Quincy, MA 02171
Attn: Rocco Giovani
Fax No.: (617) 537-6608

Morgan Stanley & Co.             Bond Debt        $1,907,821,926
1 Pierrepont Plaza
7th Floor - Reorg Dept
Brooklyn, NY 11201
Attn: Richard Garaventa
Fax No.: (718) 754-6373

Goldman, Sachs & Co.             Bond Debt        $1,518,753,945
10 Hanover Square
11th Floor - Reorg. Dept
New York, NY 10005
Attn: Ron Jackson / Robert Cregan
Fax No.: (212) 902-1431

Suntrust Bank, Central Florida,  Bond Debt        $1,220,000,000
   National Association
Indenture Trustee
225 East Robinson Street,
   Suite 250
Orlando, Florida 32801
Tel: 407-237-5179
Fax: 407-237-5299
Attn: Corporate Trust Department

CitiCorp Services Inc.           Bond Debt        $1,079,848,253
3800 Citibank Center
Bldg B - 3rd Floor - Zone 12
Tampa, FL 33610-9122
Attn: Maureen Chatfield
Fax No.: (813) 604-1140

Deutsche Bank                    Bond Debt        $1,006,159,988
648 Grassmere Park Road
Mail Stop 7236
Nashville, TN 37211
Attn: Ward Cullum - Reorg. Dept
Fax No.: (615) 835-2782

Boston Safe Deposit Trust Co.    Bond Debt          $867,470,731
c/o Mellon Bank
3 Mellon Bank Center
Mail Zone 153-3631
Pittsburgh PA 15259
Attn: Stacey Mozuch / Gina Tighe
Fax No.: (412) 236-0029

ABN AMRO ING Baring (US)         Bond Debt          $753,059,131
Securities, Inc.
350 Park Avenue
Reorg Dept -2nd Floor
New York, NY 10055
Attn: Richard Leung
Fax No.: (212) 409-0296

Wilmington Trust Company         Bond Debt          $750,000,000
Indenture Trustee
Attn: Corporate Administration
Rodney Square North
1110 North Market Street
Wilmington, DE 19890
Fax No.: (302) 651-8882

Salomon Smith Barney             Bond Debt          $747,933,372
333 West 34th Street
3rd Floor - Reorg.
New York, NY 10001
Attn: John Andropoli
Fax No.: (212) 615-9053

Northern Trust Company           Bond Debt          $649,862,045
801 South Canal
Reorg Dept. C-One N
Chicago, IL 60607
Attn: Robert Balentin
Fax No.: (312) 630-1679

UBS Warburg LLC                  Bond Debt          $369,228,999
677 Washington Blvd.
9th Floor - Reorg Dept
Stamford, CT 06912
Attn: Carlos Lede

Wells Fargo                      Bond Debt          $352,084,050
733 Marquette Ave. South
Mail Sta. N 9306-057
Minneapolis, MN 55479
Attn: Trent Bader
Fax No.: (612) 667-4410

Banc of America Securities LLC   Bond Debt          $333,722,209
655 Montgomery Street
16th Floor - Reorg. Dept.
San Francisco, CA 94111
Attn: Marilyn Alberto

Firstar Trust Co                 Bond Debt          $298,271,867
1555 N. River Center Dr.
Suite 210 - Corp. Actions
Milwaukee, WI 53201
Attn: Scott Olson and
   Paul Kuxhaus and N. Morales
Fax No.: (414) 905-5515

Chase Securities                 Bond Debt          $273,366,000
4 New York Plaza
4th Floor-Corp. Actions
New York NY 10004
Attn: Liz Cooper

CS First Boston Corp.            Bond Debt          $272,557,059
11 Madison Avenue
7th Floor - Reorg Dept.
New York, 10010
Attn: Larry Hammond
   and Dawn Morales

Lehman Brothers                  Bond Debt          $270,263,851
101 Hudson Street
30th Fl.
Jersey City NJ 07302
Attn: Steve Spector

Deutsche Bank AG                 Bank Loan          $240,793,566
31 West 52nd Street
New York, NY 10019
Attn: Philippe Sandmeier
Phone: 212-469-2964
Fax: 212-409-4604

ABN Amro Bank NV                 Bank Loan          $203,208,722
55 East 52nd Street
New York, NY 10055
Attn: Nan Logan
Phone: 212-409-1546
Fax: 212-409-5406

DB Alex Brown & Sons, Inc.       Bond Debt          $188,807,861
375 W. Padonia Road
Mail Stop TIM030105
Timonium, MD 21093
Attn: Reorg Dept
Fax No.: (410) 308-6300

FUNB-Phil Main                   Bond Debt          $186,491,000
123 South Broad Street
10th Floor - Capital Changes
Philadelphia, PA 19109
Attn: Eileen Blake
Fax No.: (215) 973-1348

West LB                          Bank Loan          $171,637,453
1211 Avenue of the Americas
New York, NY 10036
Attn: Lucie Guernsey
Phone: 212-852-6134
Fax: 212-852-6300

Custodial Trust                  Bond Debt          $163,714,000
101 Carnegie Center
3rd Floor
Princeton, NJ 08540
Attn: Jay Silverstein
Fax No.: (609) 951-2327

Merrill Lynch                    Bond Debt          $155,505,513
101 Hudson Street
10th Floor - Reorg Dept
Jersey City, NY 07302
Attn: Michael Bookstaber
Fax No.: (201) 557-1766

Citibank NA                      Bank Loan          $155,230,416
390 Greenwich Street
New York, NY 10013
Attn: Richard Banziger
Phone: 212-723-6911
Fax: 212-723-8590

Brown Brothers Harriman & Co.    Bond Debt          $152,833,260
525 Washington Blvd.
11th Floor - Reorg Dept
Jersey City, NJ 07310 -1607
Attn: Tony Valenti
Fax No.: (201) 418-6581

Mizuho Holdings -- DKB/Fuj/IBJ   Bank Loan          $150,339,375
95 Christopher Columbus Drive
Jersey City, NJ 07302
Attn: Bill Kennedy
Phone: 212-282-4570
Fax: 212-282-4487

BNP Paribas                      Bank Loan          $150,339,375
787 7th Avenue, 3rd Fl
New York, NY 10019
Attn: Aida Kalla
Phone: 212-841-3169
Fax: 212-841-2146

Fleet National Bank              Bank Loan          $150,339,375
100 Federal Street
Boston, MA 02110
Attn: Patrick Mcauliffe
Phone: 617-434-0749
Fax: 617-434-8702

Intesabci S P A                  Bank Loan          $150,339,375
One William Street
New York, NY 10004
Attn: Anthony Globbi
Phone: 212-607-3851
Fax: 212-809-2124

BNY Clearing Services, LLC       Bond Debt          $142,946,059
111 East Kilbourn Avenue
4th Floor - Reorg Dept.
Milwaukee, WI 53202
Attn: Jean Luther
Fax No.: (414) 272-1253

Bank of Tokyo-Mitsubishi         Bank Loan          $140,186,456
1251 Avenue of the Americas
New York, NY 10020
Attn: Pamela Donnelly
Phone: 212-782-4314
Fax: 212-782-6445

Icahn & Co., Inc.                Bond Debt          $140,000,000
One Wall Street Court
Suite 980
New York, NY 10005
Attn: Angel Montalvo
Fax No.: (212) 695-5571

Verizon Communications, Inc.     Trade Debt         $121,200,000
(includes GTB)                   subject to
1095 Avenue of the Americas      set-off
New York, NY 10036
Attn: Doreen A. Toben, CFO
Phone: 212-395-2121
Fax: 212-821-2917

Morgan Stanley Dean Witter       Bond Debt          $118,423,447
75 Varick Street - 3rd Floor
Attn: Reorg. Dept.
New York, NY 10013
Attn: Elizabeth Ross
Fax No.: (212) 392-2395

UMB Bank                         Bond Debt          $112,345,003
928 Grand Avenue
11th Floor
Kansas City MO 64106
Attn: Jeanette St. John
   - Corp Action
Fax No.: (816) 860-4968

Bank of Nova Scotia              Bank Loan          $100,226,250
1 Liberty Plaza, 26th Floor
New York, NY 10006
Attn: Steve Levi
Phone: 212-225-5039
Fax: 212-225-5355

Credit Lyonnais                  Bank Loan          $100,226,250
1301 Avenue of the Americas
New York, NY 10019
Attn: Bruce Yeager
Phone: 212-261-7840
Fax: 212-261-3288

Bank One NA                      Bank Loan          $100,226,250
1 Bank One Plaza
Mail Code IL1-0629
Chicago, IL 60670
Attn: Jennifer Jones
Phone: 312-732-1005
Fax: 312-732-8587

Mellon Bank NA                   Bank Loan          $100,226,250
1 Mellon Bank Center
Pittsburgh, PA 15258
Attn: Tom Tarasovich
Phone: 412-236-2790
Fax: 412-236-6112

Bayerische Landesbank            Bank Loan          $100,226,250
560 Lexington Avenue
New York, NY 10002
Attn: Matthew DeCarlo
Phone: 212-230-9036
Fax: 212-230-9166

Royal Bank of Scotland           Bank Loan          $100,226,250
101 Park Avenue, 12th Floor
New York, NY 10178
Attn: Johnathan Barrow
Phone: 212-401-3744
Fax: 212-401-3456

Lloyds TBS Bank PLC              Bank Loan          $100,226,250
1251 Avenue of the Americas
New York, NY 10020
Attn: Nick Bruce
Phone: 212-930-8976
Fax: 212-930-5098


XO COMMUNICATIONS: Retaining Davis Wright as Special Counsel
------------------------------------------------------------
Pursuant to section 327(e), as modified by section 1107(b) and
section 328 of the Bankruptcy Code, XO Communications, Inc., and
its debtor-affiliates, sought and obtained the Court's approval
to retain Davis Wright Tremaine LLP, as special counsel.  DWT
will render advice on issues concerning creditor-side bankruptcy
representation, construction matters, regulatory support, and
general commercial matters, and other matters that do not
constitute matters central to the Debtor's reorganization. Prior
to the petition date, DWT provided these services to XO as
outside counsel since 1994.  DWT's retention as special counsel
to the Debtor in its Chapter 11 case is effective nunc pro tunc
to the petition date.

Davis Wright Tremaine LLP has served as outside counsel to XO
since 1994 for issues including creditor-side bankruptcy
representation, construction matters, regulatory support, and
general commercial matters.

The Debtor expects that DWT will work closely with XO's general
bankruptcy counsel but there will be no duplication of services
because DWT's role will be limited to discrete matters.  DWT
will not be rendering services typically performed by a debtor's
bankruptcy counsel.  DWT ordinarily will not be involved in
interfacing with the Bankruptcy Court and will not be primarily
responsible for the Debtor's general restructuring efforts.

The Debtor selected DWT prepetition because, among other things,
its attorneys have extensive experience and knowledge in the
fields of debtor-creditor law, telecommunications regulation,
legal issues respecting construction contracts, and general
corporate matters. In addition, DWT enjoys a familiarity with
the Debtor. Obtain new counsel would result in the additional
and unnecessary expenditure of both time and money.

Because DWT is likely to render extensive legal services as
special counsel, the cost of which cannot be estimated with
certainty, the Debtor will retain DWT under a general retainer.
In February 2002, DWT received a $300,000 retainer.  Additions
of $35,000 were made on March 15, 2002, of $22,000 on April 12,
2002, and of $30,000 on May 23, 2002. DWT has applied a portion
of this retainer amount to unpaid services rendered and expenses
incurred prior to the Petition Date.

The attorneys presently designated to represent the Debtor have
current standard hourly rates ranging between $130 and $525. The
paralegals currently designated to assist these attorneys have
current standard hourly rates ranging between $80 and $150. The
hourly rates are subject to periodic adjustments to reflect
economic and other conditions. Other attorneys and paralegals
may from time to time serve the Debtor in connection with this
case.

David C. Baca, Esq., a DWT member, discloses these relationships
for review by the Court, the United States Trustee and other
parties in interest:

(a)  DWT's Prior Representation of the Debtor:

     From 1994 through 1997, DWT provided the Debtor general
     corporate and financing advice. Since 1997, DWT has
     provided legal services with respect to state and federal
     regulatory compliance, real estate, employment, merger and
     acquisition transactions, asset acquisitions and
     divestitures, licensing, and general contracts. DWT also
     continues to represent a number of the Debtor's affiliates
     with respect to such matters. DWT represented Falcon
     Administration LLC, a former affiliate of XO, prior to its
     acquisition by XO. With appropriate waivers, DWT
     represented XO in connection with the purchase of Falcon.

(b)  DWT's Unrelated Representation of Certain Directors and
     Officers of the Debtor:

     DWT has represented, and continues to represent generally,
     Craig O. McCaw, the founder and a director of XO, including
     with respect to his investment in XO, the proposed
     restructuring of XO, and his duties as a director of XO.
     With appropriate waivers, DWT represented Mr. McCaw in
     connection with transactions adverse to XO. DWT also
     represents Mr. McCaw and his investment entities, including
     Eagle River Investments, L.L.C, with respect to their
     investments in other entities, and in acquisitions or sales
     of assets. DWT represents Mr. McCaw in connection with a
     lawsuit brought for an alleged violation of Section 16 of
     the Securities Exchange Act resulting from certain
     acquisitions of XO stock. DWT also represents Mr. McCaw in
     connection with the numerous claims brought against Mr.
     McCaw in connection with the proposed rcstructuring of XO,
     as well as other litigation matters unrelated to XO. Mr.
     McCaw has significant control over Nextel Communications,
     Inc.

     DWT has represented Mr. Dennis Weibling, a director of XO
     and a principal and Vice-Chairman of Eagle River
     Investments, L.L.C., with respect to his actions as a
     director of XO and his compliance with securities reporting
     requirements arising from his ownership of XO stock. DWT
     represents Mr. Weibling in connection with the numerous
     claims brought against him in connection with the proposed
     restructuring of XO and other litigation unrelated to XO.

     DWT has represented Daniel Akerson, a director and officer
     of XO, with respect to certain charitable foundation
     matters. DWT has also been adverse to Mr. Akerson in
     connection with his admission as a member of Eagle River.
  
(c)  DWT's Unrelated Representation of Certain Members of the
     Debtor's Prepetition Secured Lender Group:

     Approximately 80 lenders (the Bank Group) currently
     participate in the Debtor's $1.0 billion prepetition senior
     secured credit facility. DWT has in the past represented
     and currently represents certain individual members or
     affiliates of individual members of that lending group in
     matters unrelated to the Debtor. These members of the Bank
     Group are:

     Allstate Life Insurance Company, Bank of America, Bank of
     New York, Bank of Nova Scotia, Bankers Trust Company,
     Barclays Bank PLC, Chase Manhattan Bank, Citicorp USA,
     Credit Lyonnais, Credit Suisse First Boston and     
     predecessors, Fleet National Bank, GE Capital Commercial
     Finance, Goldman Sachs Credit Partners, L.P., JP Morgan
     Chase, Merrill Lynch, Pierce, Fenner & Smith Inc., Morgan
     Guaranty Trust, National Westminster Bank PLC, Toronto
     Dominion Bank, UBS.

     DWT may continue its representation of these parties or
     their affiliates. Mr. Baca assures that DWT has not and
     will not represent any of them in any matter relating to
     the Debtor or this Chapter 11 case.

(d)  DWT's Prior Representation of Certain Known Senior Note
     Holders and Creditors:

     DWT has represented and continues to represent the
     Indenture Trustees and individual holders of Senior Notes
     and other significant creditors of the Debtor in matters
     unrelated to the Debtor. None of these relationships are
     material either individually or in the aggregate, Mr. Baca
     represents. While DWT may continue its representation of
     these parties or their affiliates, DWT has not and will not
     represent any of them in any matter relating to the Debtor
     or this Chapter 11 case, Mr. Baca assures.

     XO Senior Noteholders or their Affiliates that have
     received DWT's services, in unrelated matters, include:
     Credit Suisse First Boston, Federated Investors, Invesco,
     Lutheran Brotherhood, Mass Financial (MFS), Oaktree Capital
     Management.

     XO Creditors and other parties in interest that have
     received DWT's services, in unrelated matters, include:
     Aetna US Healthcare, AT&T, Bank of New York (and its
     predecessors, US Trust of NY, US Trust of Texas, and US
     Trust, NA), Bechtel Corp., Bell South Telecommunications,
     Cisco Systems Inc., Comdisco Inc., Covad Communications
     Inc., Deloitte & Touche, LLP, Electric Lightwave Inc.,
     Equity Office Properties, Heller Financial Leasing, Inc.,
     Hewlett Packard, Houlihan Lokey Howard & Zukin, HSBC Bank
     USA, Level 3 Communications, Inc., Lucent Technologies,
     Inc., McLeodUSA, Principal Mutual Life Insurance Co.,
     Questar Microsystems, Inc., Raytheon, Sprint, Touch
     America.

     DWT has represented XO, with appropriate waivers, in
     connection with certain matters adverse to Level 3
     Communications, Inc., and in connection with certain
     matters adverse to McLeodUSA.

     DWT currently represents unsecured creditors of the Debtor
     in matters unrelated to the Debtor or this case: Touch
     America, GE Capital, AT&T, Microsoft Corporation, Cisco
     Systems Inc., McLeodUSA, Intel Corporation.

     In addition, DWT currently represents secured creditors of
     the Debtor in matters unrelated to the Debtor or this case:
     Hewlett Packard, Newcourt Capital USA.

     DWT assures that it has not represented and will not
     represent these secured and unsecurd creditors in any
     matters related to the Debtor or this case.

(e)  DWT's Unrelated Representation of Certain Equity Holders of
     the Debtor:

     Numerous individuals and corporate entities are holders of
     the equity securities of the Debtor. DWT has represented
     and/or continues to represent certain equity holders of the
     Debtor in matters unrelated to the Debtor. Mr. Baca
     relates:

      (i)  According to the Proxy Statement filed by XO
           Communications, Inc. with the Securities and Exchange
           Commission, dated May 1, 2001 (the 14A), as of March
           31, 2001, Eagle River held approximately 17.26% of
           the stock of XO Communications, Inc., and more than
           50% of the total voting power of XO. DWT represented
           Eagle River in connection with the admission of
           several officers and directors of XO to membership in
           Eagle River. DWT represents generally Eagle River,
           Mr. McCaw's principal investment entity, as well as
           most other entities controlled by Mr. McCaw.

     (ii)  According to the form 10-Q filed by XO with the
           Securities and Exchange Commission, dated August 14,
           2000, Microsoft Corporation holds a class of Series F
           Preferred Stock. DWT has represented Microsoft with
           respect to licensing, joint venture, and other
           matters wholly unrelated to the Debtor. DWT intends
           to continue to represent Microsoft, but it will not
           represent Microsoft in any matters related to the
           Debtor or this case.

(f)  Connections of DWT Partners and Associates

     Certain DWT partners and associates and certain of their
     relatives may have business, contractual, economic,
     familial, or personal relationships with creditors of the
     Debtor and/or other parties in interest, or such entities'
     respective officers, directors, or shareholders. Mr. Baca
     believes that these business, contractual, economic,
     familial, or personal relationships, considered separately
     or collectively, are not material.

(g)  Certain DWT partners and associates and certain of their
     relatives may directly or indirectly hold equity or debt
     securities of one or more of the Potential Parties in
     Interest. According to Mr. Baca's search, no such partner,
     associate, or relative of either has a major or controlling
     stake in any Potential Party in Interest.

     Mr. Baca reveals that one DWT partner's brother works for
     the Debtor's financial advisor, Houlihan Lokey Howard and
     Zukin, and has been involved in obtaining financing for XO.
     That partner has performed legal services for XO. Mr. Baca
     tells the Court that the siblings have avoided discussing
     the details of the respective work for XO. DWT perceives no
     potential conflict in these facts.

     In addition, two former DWT partners have held positions
     with XO. Jay Hull, who is an assistant general counsel at
     XO, was a partner at DWT. Bruce Easter, who was general
     counsel to XO until November 1999, was a partner at DWT.
  
     Mr. Baca discloses that C. James Judson, a principal of
     Eagle River and member of its Executive Committee, was
     formerly an equity partner, and is currently a contract
     partner, of DWT. Mr. Judson and several entities in which        
     he  has an ownership interest, and/or serves as an officer
     and director, are also clients of the firm.

     In addition, Mr. Baca's review indicates that DWT has
     previously represented UDDS Worldcom, a predecessor entity
     to Worldcom, on unrelated matters, but DWT no longer
     represents those entities.

The firm has commercial relationships with many of XO unsecured
creditors pursuant to which the firm purchases their goods or
services, but which do not create any conflict of interest. In
the event any such matter were to give rise to a potential
conflict with respect to matters that otherwise would have been
handled by DWT, Mr. Baca says, Wilikie Fan & Gallagher, counsel
to the Debtors in these cases, will handle these matters or else
the Debtors will seek to employ special counsel.

The Court is satisfied that DWT 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)  

DebtTraders reports that XO Communications Inc.'s 12.500% bonds
due 2006 (XOXO06USR1) are trading between 12 and 13.5 . See
http://www.debttraders.com/price.cfm?dt_sec_ticker=XOXO06USR1
for more real-time bond pricing.


ZIFF DAVIS: S&P Slashes $250 Mill. Subordinated Debt Rating to D
----------------------------------------------------------------
Standard & Poor's has lowered its subordinated debt rating on
special interest media company Ziff Davis Media Inc.'s $250
million subordinated notes to 'D' from single-'C' following the
company's failure to make its scheduled July 15th interest
payment. The rating was also removed from CreditWatch.
Standard & Poor's said that its triple-'C'-minus corporate
credit and senior secured bank loan ratings on the New York
City-based company remain on CreditWatch with negative
implications where they were placed on August 14, 2001. Standard
& Poor's said that the corporate credit and bank loan ratings
will also be lowered to 'D' should the company file for Chapter
11 protection.

Standard & Poor's noted that a significant majority of the
holders of the senior subordinated notes have agreed to
participate in an exchange offer, which has been extended until
July 23, 2002. In conjunction with the completion of the
exchange, the company's controlling stockholder has also agreed
to make an equity infusion of $80.0 million.

"Advertising pages in the company's publications remain weak
reflecting depressed high-tech advertising demand" said Standard
& Poor's credit analyst Hal Diamond. The company incurred a pre-
tax restructuring charge of $22.5 million in the second quarter
ended June 30, 2002, to implement an operational restructuring.
Standard & Poor's said that it will review the company's
business prospects and operating outlook and assess the impact
of the revised capital structure on the company's credit
quality.


* BOND PRICING: For the week of July 22 - July 27, 2002
-------------------------------------------------------

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


                          *********

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

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
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
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re-mailing and photocopying) is strictly prohibited without
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The TCR subscription rate is $625 for 6 months delivered via e-
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