TCR_Public/020724.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, July 24, 2002, Vol. 6, No. 145     

                          Headlines

360NETWORKS: Classification & Treatment of Claims Under the Plan
AMRESCO: Fitch Affirms Low-B's on Four Classes of Certificates
ANC RENTAL: Consolidating Operations at Fort Myers Airport
ACTERNA CORP: Will Release Fiscal Q1 Results on July 31, 2002
ADELPHIA COMMS: Asks Court to Deem Utilities Adequately Assured

AVAYA INC: Net Loss from Operations Tops $32MM in June Quarter
AVIATION GENERAL: Appeals Nasdaq SmallCap Delisting Action
BETHLEHEM STEEL: Posts Improved Results for Second Quarter
BRAINWORKS VENTURES: Auditors Raise Going Concern Doubt
BROADWING INC: Will Publish Q2 Financial Results Tomorrow

CHIVOR SA: Gets OK to Hire Chadbourne & Parke as General Counsel
COMPUTONE CORP: Auditors Doubt Ability to Continue Operations
CONSECO INC: Selling Variable Annuity Business to inviva inc.
CONSECO INC: inviva Expects to Close Acquisition by September 30
CONSECO VARIABLE: Fitch Places BB IFS Rating on Watch Evolving

CONTOUR ENERGY: Wants to Maintain Cash Management System
DIGITAL TELEPORT: Moves Into New Offices in Suburban St. Louis
DYNEGY: S&P Hatchets L-T Corp Credit Rating Down 2 Notches to BB
DYNEGY INC: Fitch Lowers Ratings to BB- Over Weak Credit Profile
ENRON CORP: Wind Unit Selling Aircraft to BOS Dairies for $1.7MM

ENRON CORP: Court Approves Settlement Pact with Digital Teleport
EVERCOM INC: Sr. Lenders Extend Forbearance Period to July 29
FMC CORP: Preparing Plan to Refinance Near-Term Liquidity Needs
FEDERAL-MOGUL: Inks 2nd Amendment to $675MM DIP Financing Pact
FLAG TELECOM: Gets Final Approval to Hire Blackstone as Advisors

FLOWSERVE CORP: Posts Improved Financial Results for 2nd Quarter
FORMICA: Seeks Authority to Hire Mayer Brown as Special Counsel
GENEVA STEEL: Gets Continued Access to Lenders' Cash Collateral
GEOWORKS CORP: Says Funds Enough to Meet Liquidity Requirements
GLOBAL CROSSING: Ready-Access(R) Achieves 74% Growth in Usage

GLOBAL CROSSING: Extends Auction Date to July 31, 2002
GOLDMAN INDUSTRIAL: DIP Financing Maturity Extended to Sept. 30
HASBRO INC: Second Quarter Net Loss Widens to $26 Million
HECLA MINING: Wins Shareholders' Nod for Proposed Stock Plans
KASPER ASL: Asks Court to Fix September 3, 2002 Claims Bar Date

KMART CORP: Taps Erwin Katz Ltd. as Judgment Claims Mediator
KMART CORP: Seeks Approval to Assume Route 66 License Agreement
LAIDLAW INC: Canadian Court Extends CCAA Protection to Oct. 31
MALAN REALTY: Completes Sale of Pine Ridge Plaza for $14 Million
MYRIENT: Initiates Debt Restructuring Discussions with Creditors

NTL TRIANGLE: Needs to Stem Losses to Meet Current Obligations
NATIONAL STEEL: Asks Court to Approve Illinois Power Compromise
NOBLE CHINA: Fails to Secure Approval to Restructure Debt
NUEVO ENERGY: Hires KPMG to Replace Andersen as Auditors
ON SEMICONDUCTOR: June 28 Balance Sheet Upside-Down by $596MM

P-COM INC: Will Host Conference Call for Q2 Results Tomorrow
PACIFIC GAS: Creditors' Committee Now Has Option to File a Plan
PACIFIC GAS: Court Nixes CPUC's Request re UBS Warburg Fees
PACIFICARE HEALTH: Promotes L. Vorvick to VP of Health Services
PAXSON COMMS: Selling TV Station KPXF to Univision for $35 Mill.

PAYLESS CASHWAYS: Court Okays FMH for Health Claims Processing
PENN SPECIALTY: Delaware Court Confirms Plan of Reorganization
PETROBRAS: Fitch Puts B+ Int'l Foreign Rating on Watch Evolving
PLANVISTA CORP: Shareholders Approve 1-for-5 Reverse Stock Split
POLAROID CORP: Court Extends Co-Exclusivity through August 12

POLYMER GROUP: Court to Consider Disclosure Statement on July 24
PSINET INC: Court Approves Stipulation with Alpine Associates
RELIANCE GROUP: Wins Okay to Settle Some D&O Coverage Disputes
STARBAND COMMS: Committee Wants ESBA to Render Financial Advice
UAL CORPORATION: Reports $392 Million Loss for Second Quarter

U.S. STEEL: Posts Improved Financial Results for Second Quarter
UNIVERSAL BROADBAND: Ability to Continue Operations Uncertain
VERADO HOLDINGS: Brings-In PwC to Render Tax Compliance Services
WCI COMMUNITIES: Will Conduct 2nd Quarter Conference Call Today
WILLIAMS: Initiates Talks to Arrange New Secured Bank Facilities

WILLIAMS CO.: Fitch Cuts Sr. Unsecured Below Investment Grade
WORLDCOM: UST to Convene Organization Meeting to Form Committees
WORLDCOM: S&P Drops Debt Ratings to D After Bankruptcy Filing
WORLDCOM: Fitch Drops Ratings to D After Chapter 11 Filing
WORLDCOM INC: Will Continue to Fund Non-Debtor Digex Affiliate

WORLDCOM: Creditors Enter Cooperation Pact to Protect Customers
ZENITH INDUSTRIAL: Wants to Maintain Exclusivity Until Oct. 10

* Meetings, Conferences and Seminars

                          *********

360NETWORKS: Classification & Treatment of Claims Under the Plan
----------------------------------------------------------------
Shelley C. Chapman, Esq., at Willkie Farr & Gallagher, in New
York, states that the estimated unpaid Allowed Class 1 Claims
against 360networks inc., and its debtor-affiliates, other than
those incurred by the Debtors in the ordinary course of their
business, will aggregate $6,000,000 to $13,000,000 on the
Effective Date of the Plan.  That estimate includes $1,200,000
for unpaid professional fees, and $5,000,000 to $12,000,000 for
lease and contract cure payments due under the Plan.  
Professionals whose compensation is subject to approval by the
Bankruptcy Court shall be paid in Cash.  Administrative Claims
shall be paid in Cash in full on the later of the Effective Date
and the date the Claims become Allowed Claims. Ordinary course
Administrative Claims will be paid in accordance with the terms
and conditions of the particular transaction giving rise to the
liabilities.

"Estimated unpaid Allowed Class 2 Claims against the Debtors
will aggregate approximately $6,000,000," Ms. Chapman states.  
At the Debtors' option, each Allowed Priority Tax Claim shall
be paid:

  (i) in Cash in full on the later of the Effective Date and the
      date a Claim becomes an Allowed Claim; or

(ii) in six equal annual installments together with interest at
      a rate of 5.5% per annum or other rate of interest as may
      be ordered by the Bankruptcy Court prior the Effective
      Date or as agreed by the holder of the Claim and the
      Debtors.

To the extent that a Priority Tax Claim also is secured by
property of the Debtors, then the holder of the secured Priority
Tax Claim shall retain its lien against the property until the
relevant Priority Tax Claim is paid in full.

Ms. Chapman further explains that the estimated unpaid Allowed
Class 3 Claims against the Debtors will aggregate $100,000.
Each holder of an Allowed Priority Claim shall receive 100%
of the Allowed amount of the Claim in Cash on the Effective Date
or as soon as is reasonably practicable.  Class 4 consists of
all Prepetition Lender Claims.  Prepetition Lender Claims are
Claims under a certain Credit Agreement under which the Debtors
and certain of their affiliates borrowed or guaranteed
borrowings of nearly $1,200,000,000, plus any adequate
protection claims.  On the Effective Date, the Prepetition
Lender Claims shall be Allowed Claims against each of the
Debtors.  Each holder of a Prepetition Lender Claim shall
receive its ratable share of the following, which shall be
distributed by Reorganized 360, and be in full satisfaction of
all of the Prepetition Lenders' Claims against the Debtors and
the CCAA Plan Debtors:

    (i) $135,000,000 in Cash;

   (ii) New Senior Secured Notes in the principal amount of
        $215,000,000;

  (iii) 80.5% of the New Parent Stock; and

   (iv) an Allowed Class 7 Claim of $700,000.

The Prepetition Lenders also shall receive the releases in the
Plan.

Class 5 consists of all Claims secured by valid, binding,
perfected, and enforceable nonconsensual liens.  On the later of
the Effective Date and 10 Business Days after the date on which
a Class 5 Claim becomes an Allowed Claim, each Claim shall be
paid in full as:

  (i) the amount of an Allowed Class 5 Claim shall be the
      lesser of:

      (a) the value of the collateral securing the Claim; and

      (b) the sum of:

          -- the amount of the Debtors' obligation to the holder
             of the Claim secured by a valid, binding,
             perfected, and enforceable Nonconsensual Lien;

          -- interest on the amount from the Petition Date
             through the Confirmation Date at 5.5% per annum;
             plus

          -- reasonable attorney's fees due to the holder of the
             Claim by contract.

(ii) the amount of each the Allowed Claim shall be as listed in
      the Plan, assuming a Confirmation Date of August 31, 2002;

(iii) 10 years from the Effective Date;

(iv) based on 20 years, payable quarterly in arrears, with any
      principal remaining outstanding due as a lump sum on
      maturity;

  (v) 5.5% per annum, payable quarterly in arrears.  The
      interest accrued after the Confirmation Date but due
      before the Effective Date shall not be due until the end
      of the first quarter ending after the Effective Date;

(vi) nonconsensual Lien Claims shall be prepayable without
      premium or penalty in whole or in part at any time prior
      to maturity;

(vii) as of the Effective Date, the Debtors' obligations to
      make the Plan payments on Nonconsensual Lien Claims shall
      be secured by the applicable Nonconsensual Lienholder's
      existing collateral to the same extent as existed prior to
      the Confirmation Date; provided that those Nonconsensual
      Lien Claims listed on the Plan no longer shall be secured
      by any existing collateral and instead shall be secured to
      the same extent solely by a pro rata lien on the
      Nonconsensual Lien Cash Collateral Account; and

(viii) the Debtors or Reorganized Debtors, shall be authorized
      to satisfy any Allowed Nonconsensual Lien Claim in Cash
      with a discounted lump sum payment; provided that for
      settlements requiring Cash payments in excess of
      $1,000,000, if the Prepetition Agent objects to the
      payment then the agreement shall require Bankruptcy Court
      approval.  Each holder of an Allowed Nonconsensual Lien
      Claim may elect, on its ballot for voting on the Plan, to
      receive a single lump sum payment equal to 50% of the
      Allowed Claim in lieu of any other distribution on the
      Allowed Claim under the Plan.

Class 6 consists of all Secured Claims other than Prepetition
Lender Claims and Nonconsensual Lien Claims.  Each Secured Claim
that is secured by different collateral shall be a separate
subclass for purposes of voting and treatment under the Plan.
The Plan divides Class 6 into two categories:

    (i) those Class 6 Claims identified as Impaired Class 6
        Claims, which are impaired under the Plan and holders of
        which are entitled to vote on the Plan; and

   (ii) those Class 6 Claims not identified as Impaired Class 6
        Claims.  Any Class 6 Claim not identified an Impaired
        Class 6 Claim shall be treated as an unimpaired Class 6
        Claim.

Each holder of an Allowed Secured Claim shall, at the Debtors'
option:

  (i) receive 100% of the allowed amount of the Claim in Cash on
      the Effective Date or as soon as reasonably practicable;

(ii) have the Claim reinstated; or

(iii) receive title to the property securing the Allowed Class 6
      Claim.

To the extent a Class 6 Claim is partially an Allowed Secured
Claim based on an offset right and partially an Allowed Claim of
another type, the Claim shall be deemed to:

  (i) have been setoff only to the extent of the allowed amount
      of the allowed fixed, liquidated, nondisputed, non-
      contingent Claim owing from the relevant Debtor; and

(ii) be a Claim classified in another relevant Class for any
      excess of the Claim over the amount set off.

If a Claim is fully an Allowed Secured Claim based on an offset
right, then:

  (i) the allowance of the Claim shall not affect any
      obligations or liabilities due and payable to the relevant
      Debtor that are in an amount in excess of the amount
      offset and the payment of all amounts due and owing as of
      the Effective Date; and

(ii) the turnover of any property of the Debtor held by the
      claimant on account of any unliquidated, disputed or
      contingent right of setoff shall be a precondition to the
      allowance of the Claim.

Each holder of an Allowed Secured Claim shall be paid in full
as:

  (i) 10 years from the Effective Date;

(ii) payable quarterly in arrears, with any principal remaining
      outstanding due as a lump sum on maturity;

(iii) 5.5% per annum, payable quarterly in arrears; provided
      that interest accrued after the Confirmation Date but due
      before the Effective Date shall not be due until the end
      of the first quarter ending after the Effective Date;

(iv) the Claim shall be prepayable without premium or penalty
      in whole or in part at any time prior to maturity;

  (v) as of the Effective Date, the Debtors' obligations to make
      the Plan payments on Impaired Class 6 Claims shall be
      secured by the applicable Class 6 Claim holder's existing
      collateral to the same extent as existed prior to the
      Confirmation Date;

(vi) the Debtors or Reorganized Debtors shall be authorized to
      satisfy any Allowed Impaired Class 6 Claim in Cash with a
      discounted lump sum payment; provided that:

      (a) any payments of $1,000,000 or more in the aggregate
          shall be on notice to the Prepetition Agent; and

      (b) if the Prepetition Agent objects to the payment within
          the notice period applicable, then Bankruptcy Court
          approval shall be required prior to the payment.

Each holder of an Allowed Impaired Class 6 Claim may elect, on
it's ballot for voting on the Plan, to receive a single lump sum
payment equal to 50% of the Allowed Claim in lieu of any other
distribution under the Plan.  The election shall apply to the
holder's entire Allowed Impaired Class 6 Claim.

Class 7 consists of all general unsecured Claims that arose
before the Petition Date except Claims classified in other
Classes.  Each holder of an Allowed General Unsecured Claim
shall receive its Ratable Share of:

    (i) 10% of the New Parent Stock; and

   (ii) 80% of certain Net Preference Recoveries.

The Debtors estimate that the aggregate amount of Allowed Claims
in Class 7 will be between $260,000,000 and $300,000,000.  The
total amount of Allowed Claims in Class 7 may differ
significantly from the range estimated and Allowed Class 7
Claims' Ratable share of the 10% of New Parent Stock and 80% of
certain Net Preference recoveries allocated to Class 7 under the
Plan may be adversely effected by the aggregate amount of Class
7 Claims ultimately allowed.  Distributions to holders of
Allowed Class 7 Claims will be made on an incremental basis
until all Disputed Claims in Class 7 and all Committee Claims
have been resolved.

Each holder of a Class 7 Claim may elect, on the holder's ballot
for voting on the Plan, to receive a cash payment of $6.67 per
share of New Parent Stock in lieu of New Parent Stock
Distribution on account of Allowed Class 7 Claim.  The Lump Sum
Election shall apply to the holder's entire Class 7 Claim.  The
Lump Sum Election would substitute a Cash Distribution for a
distribution of New Parent Stock; however, the Lump Sum Election
would not impact distributions of a Class 7 creditor's share of
Net Preference Recoveries.  Each holder of an Allowed Class 7
Claim of $100,000 or less shall be deemed to have made the Lump
Sum Election.  If a holder of a Class 7 Disputed Claim makes the
Lump Sum Election, then the lump sum payment allocable to the
Claim would be held in escrow pending resolution of the Claim
and paid once to the extent the Claim becomes an Allowed Class 7
Claim, with any interest earned on the escrow to be paid to the
Debtors to the extent the Disputed Claim becomes an Allowed
Class 7 Claim and to the Funding Source to the extent the
Disputed Claim is disallowed.

Ms. Chapman tells the Court that Class 8 consists of all
Intercompany Claims against the Debtors.  Each holder of an
Allowed Intercompany Claim shall receive no Distribution on
account of the Claim.  Allowed Intercompany Claims of the CCAA
Plan Debtors or Nondebtor Affiliates shall be contributed to the
capital of 360networks holdings (USA) inc.  Allowed Intercompany
Claims held by other Debtors shall be cancelled. Notwithstanding
the treatment of Class 8 Claims provided for in the Plan, each
of the holders of Class 8 Claims shall be deemed to have
accepted the Plan.

Class 9 consists of all Interests in the Debtors, but not of the
CCAA Plan Debtors or non-Debtor affiliates.  Holders of Allowed
Interests shall receive no distributions under the Plan, but
shall retain their Interests.  In the event necessary to obtain
confirmation of the Plan, then the Interests shall be cancelled
and replaced by matching new common stock of the applicable
Debtors.

                     Approximate
                     Amount of        Debtors'       Approximate
                     Claims         Estimates of  Recoveries of
Class                Asserted        Valid Claims   Valid Claims
-----                -----------     ------------  -------------
1 - Administrative      N/A            $6,000,000        100%
     Claims                         to $13,000,000

2 - Priority Tax      $30,200,000      $6,000,000        100%
     Claims

3 - All Other         $31,700,000        $100,000        100%
     Priority Claims

4 - Prepetition    $1,191,000,000  $1,191,000,000         40%
     Lender Claims

5 - Nonconsensual     $27,200,000     $12,000,000        100%
     Lien Claims

6 - Secured Claims   $150,600,000        [TBD]           100%
     Other Than
     Prepetition
     Lender Claims &
     Nonconsensual
     Lien Claims

7 - General          $795,400,000    $260,000,000 to   10%-20%
     Unsecured                        $300,000,000
     Claims

8 - Intercompany   $3,040,000,000  $3,040,000,000          0%
     Claims

9 - Equity              N/A               N/A              0%
    Interests
(360 Bankruptcy News, Issue No. 28; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


AMRESCO: Fitch Affirms Low-B's on Four Classes of Certificates
--------------------------------------------------------------
AMRESCO Commercial Mortgage Funding I Corp., mortgage pass-
through certificates, series 1997-C1, $60.0 million class A-1,
$40.0 million class A-2, $141.6 million class A-3, and interest-
only class X are affirmed at 'AAA' by Fitch Ratings.  In
addition, the $24.0 million class B is affirmed at 'AA+', the
$12.0 million class C at 'AA', the $21.6 million class D at 'A',
the $26.4 million class E at 'BBB', the $9.6 million class F at
'BBB-', the $31.2 million class G at 'BB', the $4.8 million
class H at 'BB-', the $7.2 million class J at 'B', and the $2.4
million class K at 'B-'. Fitch does not rate the $12.0 million
class L certificates. The affirmations follow Fitch's annual
review of the transaction, which closed in June 1997.

As of the July 2002 distribution date, the pool's aggregate
principal balance has been reduced by 18.2% from $480.1 million
at closing to $392.7 million. The certificates are currently
collateralized by 86 fixed-rate mortgage loans, well-diversified
by geographic and property type concentrations. No loans are
currently delinquent. Eleven loans have been paid off since
closing; none have realized losses.

CapMark Services, L.P. (CapMark), the master servicer, collected
year-end 2001 property financial statements for 91% of the pool.
The weighted average DSCR (WADSCR) for these loans increased
from 1.36 times at closing to 1.56x in 2001. Meanwhile, the
WADSCR for the top five loans declined from 1.29x to 1.08x
during the same period, as the top three loans (13.4% of pool)
reported DSCR declines.

Two loans (5.3% by balance) are currently being specially
serviced by Lend Lease Asset Management, L.P., including the
second largest loan in the pool (4.5%), secured by a power
center in Tulsa, OK. The center was previously anchored by
Builder's Square (33% of gross leasable area (GLA)) and
Homeplace (16% of GLA). Both stores closed due to liquidation:
Builder's Square in 1999 and Homeplace in 2001. Kmart, which had
guaranteed the Builder's Square lease, filed Chapter 11 and
rejected the lease in January 2002. Current occupancy is 41%.
The borrower is trying to market the property to a potential new
tenant/owner.

The second specially serviced loan (0.9% of the pool) is secured
by a single-tenant industrial/warehouse property in Leonminster,
MA. After the former tenant had vacated, the borrower executed a
lease with a new tenant without the lender's consent. The lease
was later renegotiated to meet the loan requirements.
Additionally, the servicer has agreed to reduce the monthly
replacement reserve deposits. The 2001 DSCR for this loan was
1.28x.  The loan is expected to be transferred back to the
master servicer in the next few months, if the borrower
continues to make timely payments.

The largest loan (5.4%) in the pool is secured by a retail
property in Virginia Beach, VA. Home Quarters, which occupied
38% of GLA, vacated and stopped making the lease payments in
January 2000. Sam's Club signed a new lease in January 2001. The
property is now 99% occupied. The 2001 DSCR, based on net cash
flow (NCF), was 1.01x, down 24% from closing. This decline was
due to the high leasing commissions paid by the borrower during
2001. The property's NCF is expected to improve during 2002.

The third largest loan (3.6%) is secured by a retail property in
Houston, TX. After one of the tenants had vacated, occupancy
dropped to 69%; the 2001 DSCR was 0.59x. A new tenant has signed
the lease for a portion of that space and should be moving in
September. The negotiations are currently under way with another
tenant, who is expected to sign a lease shortly. This will
increase occupancy at the center and therefore should increase
the NCF.

One of the loans on CapMark's watchlist is secured by a retail
property in Oconomowoc, WI 62% occupied by Kmart. Kmart has not
rejected the lease on this store so far. Kmart's annualized 2001
sales at this location were $232 per square foot. According to
the servicer, the property in located in a good neighborhood and
has a good location.

Fitch reviewed the exception report and found that 22% of the
pool were missing material loan documents.

Fitch identified several loans of concern and applied various
hypothetical stress scenarios. Even under these stress
scenarios, subordination levels remain sufficient to affirm the
ratings. Fitch will continue to monitor this transaction, as
surveillance is ongoing.


ANC RENTAL: Consolidating Operations at Fort Myers Airport
----------------------------------------------------------
Contemporaneously, ANC Rental Corporation and its debtor-
affiliates attained the Court's consent to reject the National
Concession Agreement and the National Lease. At the same time,
the Debtors got the Court's approval to assume the Alamo
Concession Agreement, the Alamo Lease and the Alamo Service
Facility Lease and assign them to ANC.

Bonnie Glantz Fatell, Esq., at Blank Rome Comisky & McCauley LLP
in Wilmington, relates that the agreements were executed by the
Debtors and the Lee County Port Authority, which controls and
operates the Fort Myers Airport.  Additionally, the Alamo
agreements permit assignment with the consent of the airport
authority and do not contain provisions prohibiting dual
branding.

With the rejection of the lease, Ms. Fatell submits that the
Debtors would have to cure the outstanding due amounts arising
from the agreements.  Alamo does not owe any prepetition amounts
but has a pre-petition credit at $35,976 and owes $34,139 in
post-petition expenses.

However, Ms. Fatell notes that National owes the airport
authority $102,481 in prepetition expenses including interest as
of April 22, 2002.  National also owes $4,718 in postpetition
expenses including interest as of April 22, 2002.  Pursuant to
the terms of a letter agreement, dated May 10, 2002, the Debtors
agreed to a procedure to determine the amount of the National
postpetition debt after the April date.

Ms. Fatell says that the airport authority will make a claim
against the Performance Bond posted by National pursuant to the
National agreements in an amount not more than National's
pre-petition and postpetition debt.  Upon satisfaction of the
debt, the airport authority will promptly release and return to
National the Performance Bond, marked "cancelled".

By virtue of a settlement agreement, dated April 30, 2002,
between the Debtors and the Authority, Ms. Fatell relates that
the Debtors agreed to increase the MAG Payments of the Alamo
Concession Agreement, as it has been assigned to ANC.  For the
period from October 1, 2001 to September 30, 2002, the MAG
Payment shall be the sum of:

a. $1,853,176 multiplied by a fraction, the numerator of which
   is the number of days from (and including) October 1, 2001,
   until (but not including) June 3, 2002, the date the Court
   approved the Motion and the denominator of which is 365; and

b. $2,400,000 multiplied by a fraction, the numerator of which
   is the number of days from June 3, 2002 until September 30,
   2002 (inclusive of both days), and the denominator of which
   is 365.

For the fiscal year commencing October 1, 2002, and for each
subsequent fiscal year, the MAG Payment shall be 80% of the
actual Privilege Fees paid or payable by Alamo and ANC to the
airport authority for the prior fiscal year.

Ms. Fatell claims that the consolidated operations at Fort Myers
Airport is expected to result in savings for the Debtors of over
$1,398,000 per year in fixed facility costs and other
operational cost savings. (ANC Rental Bankruptcy News, Issue No.
16; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ACTERNA CORP: Will Release Fiscal Q1 Results on July 31, 2002
-------------------------------------------------------------
Acterna Corporation (Nasdaq:ACTR) will report financial results
for its fiscal first quarter ended June 30, 2002, on Wednesday,
July 31, 2002.

The company will host a conference call at 5:00 p.m. (EDT) that
day to discuss the quarter's results.

          Date/Time:  Wednesday, July 31, 2002
                      5:00-6:00 p.m. (EDT)
          
          Dial-in information:
          Domestic participant dial number: 877/601-4489
          International participant dial number: +1-630-395-0061
          Passcode:  Acterna Earn

A replay of the call will be available from July 31, 2002, to
August 9, 2002, by dialing 888/566-0080 or 402/998-1182. The
replay passcode is 4736.

A webcast of the call will also be available to all interested
parties on the Acterna Web site at http://www.acterna.comunder  
the "Investor Relations" section.

Based in Germantown, Maryland, Acterna Corporation is the
holding company for Acterna, Airshow, da Vinci Systems and
Itronix. Acterna is the world's second largest communications
test and management company.

The company offers instruments, systems, software and services
used by service providers, equipment manufacturers and
enterprise users to test and optimize performance of their
optical transport, access, cable, data/IP and wireless networks
and services.

Airshow supplies in-flight passenger information systems to the
aviation industry while da Vinci Systems designs and markets
video color correction systems to the video postproduction
industry. Itronix sells ruggedized computing devices for field
service applications to a range of industries. Additional
information on Acterna is available at http://www.acterna.com

As reported in Troubled Company Reporter's May 31, 2002,
edition, Acterna's March 31, 2002, balance sheet is upside-down
showing a total shareholders' equity deficit of about $437
million.


ADELPHIA COMMS: Asks Court to Deem Utilities Adequately Assured
---------------------------------------------------------------
Myron Trepper, Esq., at Willkie Farr & Gallagher in New York,
relates that in connection with the operation of their
businesses, Adelphia Communications and its debtor-affiliates
obtain electricity, telephone, telecommunication, and similar
services from many different utility companies and
telecommunication vendors.  Any interruption of these Utility
Services would severely disrupt the ACOM Debtors' operations and  
diminish the Debtors' prospects for a successful reorganization.

Mr. Trepper contends that the continuation of Utility Services
to the ACOM Debtors is critical.  The ACOM Debtors comprise one
of the largest providers of cable television services in the
United States, and as a result, the ACOM Debtors' operations are
highly computerized and extremely dependent on uninterrupted
utility service for their successful operations.  Indeed, the
ACOM Debtors use computers and telephones to conduct the vast
majority of their operations, as well as for record keeping,
accounting, and other essential administrative functions.  Any
disruption in these services could cripple the ACOM Debtors'
ability to service their customers, severely hamper the ACOM
Debtors' ability to communicate with their personnel, and cause
the loss of important computerized records and information.

Pursuant to section 366 of the Bankruptcy Code, within 20 days
after the commencement of a bankruptcy case, a utility may not
discontinue service to a debtor solely on the basis of the
commencement of the case or the failure of the debtor to pay a
prepetition debt.  Following the 20-day period, however,
utilities arguably may discontinue service to a debtor if the
debtor does not provide adequate assurance of future performance
of its postpetition obligations.  If the Utility Companies are
permitted to terminate Utility Services on the 21st day after
the Petition Date, Mr. Trepper fears that the Debtors could be
forced to cease operation of certain of their facilities,
resulting in a substantial loss of sales and profits, and the
Debtors' businesses may be irreparably harmed.  The impact on
the Debtors' business operations, revenues and restructuring
efforts would be extremely harmful and would jeopardize the
Debtors' restructuring efforts.

By this motion, the Debtors request entry of an order:

A. determining that the Utility Companies have "adequate
   assurance of payment" within the meaning of section 366 of
   the Bankruptcy Code, without the need for payment of
   additional deposits or security,

B. prohibiting the Utility Companies from altering, refusing or
   discontinuing any Utility Services, and

C. establishing procedures for determining requests by Utility
   Companies for additional assurances of future payment beyond
   those set forth in this Motion.

The Debtors propose to provide adequate assurance of payment in
the form of payment as an administrative expense of their
chapter 11 estates pursuant to Sections 503(b) and 507(a)(1) of
the Bankruptcy Code for Utility Services rendered to the Debtors
by the Utility Companies following the Petition Date.  The
Debtors propose that the foregoing method of providing adequate
assurance be without prejudice to the rights of any Utility
Company to seek additional assurance for itself and that any
burden of proof shall remain unaffected by the Court's approval
of the methods proposed herein.

The Debtors also request that the Court issue an order
establishing the following procedures for determining requests
by Utility Companies for additional assurances of future payment
beyond those set forth in this Motion.  The Debtors will serve
that order by first-class mail within 5 business days of its
entry on all of the Utility Companies, which will provide that
any Utility Company may request in writing (including a summary
of the Debtors' payment history relevant to the affected
accounts, and the location for which utility services were
provided), within 25 days of the date that the order is entered,
additional assurances of payment in the form of deposits or
other security.  In the event that a Utility Company makes a
timely request for additional assurance that the Debtors believe
is unreasonable, and if the parties are unable to resolve the
request consensually, then that Utility Company shall file a
motion for the determination of adequate assurance of payment
and set that motion for a hearing.  Any Utility Company
requesting additional assurance shall be prohibited from
discontinuing, altering or refusing service to the Debtors and
shall be deemed to have adequate assurance of payment unless and
until the Court issues a final order to the contrary in
connection with a Determination Hearing.

Given the size of the Debtors' operations, the number of Utility
Companies and the volume of Utility Services provided, Mr.
Trepper submits that the Debtors have endeavored to maintain
good credit relations with respect to those Utility Companies.  
The Debtors represent that they will pay all postpetition
obligations, including utility bills, when due.

The Debtors submit that their financial condition, together with
the administrative expense priority provided by Sections 503(b)
and 507(a) of the Bankruptcy Code, adequately assure payment to
Utility Companies for postpetition services to the Debtors, and
that there is no need for additional adequate assurance in the
form of deposits or security.  Mr. Trepper points out that the
Debtors for the most part have a good prepetition payment
history with the Utility Companies.  In addition, the Debtors
represent that they will continue to pay all undisputed
postpetition obligations, including utility bills, as billed and
when due. Moreover, the Debtors have obtained substantial
interim postpetition financing, which should constitute adequate
assurance for the Utility Companies of the Debtors' timely
future payments of its obligations.

Mr. Trepper claims that the adequate assurance proposed herein,
which includes explicitly granting administrative expense
priority to any postpetition utility obligations, will provide
more than sufficient protection to the Utility Companies.
Further, the relief requested herein ensures that the Debtors'
business operations will not be disrupted but also provides the
Utility Companies with a fair and orderly procedure for
determining requests for additional adequate assurance.
(Adelphia Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

Adelphia Communications' 9.875% bonds due 2007 (ADEL07USR2),
DebtTraders says, are trading at 43.5 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL07USR2
for real-time bond pricing.


AVAYA INC: Net Loss from Operations Tops $32MM in June Quarter
--------------------------------------------------------------
Avaya Inc. (NYSE: AV), a leading global provider of voice and
data networks to businesses, reported a net loss from ongoing
operations of $32 million for the third fiscal quarter ended
June 30, 2002.

In the year ago quarter the company reported net income from
ongoing operations of $67 million.

Revenues in the third fiscal quarter were $1.219 billion
compared to revenues of $1.714 billion in the year ago period, a
decline of $495 million or 28.9 percent.

Avaya said revenues from all segments, except Connectivity
Solutions, declined sequentially from the second quarter due
primarily to large enterprise customers' continued IT spending
constraints. Overall, revenues declined 4.7 percent sequentially
from the second quarter, although the company saw some success
in the education and government markets, as well as in its small
and mid-sized markets. Gross margin as a percent of sales
remained relatively flat and below the company's expectations.

Offsetting the revenue decline was a 7.4 percent sequential
decline in ongoing SG&A (Selling, General and Administrative)
spending in the quarter and a 21.8 percent decline in SG&A in
the third quarter of fiscal 2002 compared to the same period
last year. The decline in SG&A resulted in improved operating
income from ongoing operations sequentially from the second
quarter.

"Avaya's revenue growth continues to be challenged by
constrained IT spending by customers," said Don Peterson,
chairman and chief executive officer, Avaya. "Our large
enterprise customers, in particular, delayed purchases in the
third quarter. But we're pleased with the response customers
have had to our ECLIPS (Enterprise Class IP Solutions) products,
as well as to IP Office, our IP solution for small and mid-sized
customers.

"When our customers begin to invest again in new communications
capabilities, we'll be ready to help them realize the benefits
of converged voice and data networks with the industry's best IP
telephony products and one of its largest services
organizations."

The company noted its ongoing fiscal discipline allowed it to
exit the third quarter with $406 million in cash, after having
paid down the balance of its commercial paper and accounts
receivable securitization programs, and spending for capital
expenditures and certain restructuring charges. In addition, the
company said it has nothing drawn on its bank lines and no near-
term debt repayments due. The company also said it will cut
capital spending for the fiscal year from its previous target of
$175 million to no more than $125 million.

"We've made significant gains in reducing expenses and
strengthening our balance sheet to manage through this
challenging time," said Garry McGuire, chief financial officer,
Avaya. "Despite these actions SG&A as a percentage of revenue as
compared with the third quarter of fiscal 2001 is up due
primarily to a steeper than expected decline in revenues.
Therefore we have begun taking actions to eliminate certain real
estate holdings, reduce IT-related expenses and reduce headcount
in some parts of our business. As a result we expect to take a
charge of $150 million to $250 million in the fourth fiscal
quarter. These actions are designed to enhance liquidity and
drive additional efficiencies in the business. We expect the
actions will help return us to profitability, as well as
position the business to manage through possible future pressure
on revenues."

          Reported Results For Third Fiscal Quarter

For the third fiscal quarter ended June 30, 2002, Avaya reported
a net loss of $37 million or a loss of 10 cents per diluted
share, including $9 million in pre-tax charges for one-time
expenses and an asset impairment, both associated with the
company's prior restructuring initiatives. These results compare
with net income of $24 million or earnings of 6 cents per
diluted share in the year ago quarter. Earnings per share were
negatively affected by foreign exchange losses from steeper than
anticipated declines in the value of the U.S. dollar.

                 Progress in IP Telephony

Avaya said customers and industry analysts are responding
positively to its ECLIPS portfolio, which became generally
available in the third fiscal quarter. The company initiated a
trial program in response to customers who want to try IP
telephony systems before they purchase them. The trials give
Avaya the opportunity to demonstrate to customers that its
ECLIPS portfolio will deliver reliability, scalability and
return on their investments.

In the company's largest converged voice and data network
installation to date, Avaya designed, built and managed the
network that ran operations for the 2002 FIFA World Cup Games
held this May and June in Korea and Japan. The network managed
applications including accreditation, logistics management for
the 32 teams, match statistics and information for
FIFAworldcup.com and TV broadcasters. On match days, an average
of 100,000 IP calls alone were going over the network and a
total of approximately 3.2 million IP and analog calls combined
were made during the 31 days of the tournament. Throughout the
tournament, the telephony, data and wireless networks performed
at 99.999% reliability.

According to the most recent report by Infotech, reflecting
statistics as of March 31, 2002, Avaya continues to be the clear
leader in the U.S. enterprise telephony market, a combination of
IP telephony and traditional key/PBX systems. With 27 percent of
the market, Avaya has a solid base of customers to sell to when
IT spending resumes. The company also said it has 15.2 percent
of the total lines shipped in the U.S. IP telephony market,
which covers pure greenfield IP systems, as well as IP-enabled
systems, reflecting a gain of 2.7 points. For the IP-enabled
portion of this market, Avaya has a 72 percent share. In the
U.S. PBX market it gained 2 points for a 37 percent share of new
lines shipped.

              Ongoing Fiscal 2002 Year-To-Date Results

For the first nine months ended June 30, 2002, the company had a
net loss from ongoing operations of $58 million or a loss of 22
cents per diluted share*, excluding $103 million in pre-tax
charges, which include a charge attributed to headcount
reductions as well as one-time expenses and an asset impairment
each related to the company's prior restructuring initiatives.
This compares to net income from ongoing operations of $196
million or earnings of 62 cents per diluted share for the first
nine months of fiscal 2001.

The company noted that the 22 cents loss per diluted share also
excludes a charge of $130 million, or 41 cents per diluted share
associated with the conversion of preferred stock to common
stock in March 2002. This charge is reflected on the balance
sheet and does not have an impact on net income.

Revenues for the first nine months of fiscal 2002 were $3.804
billion, compared to $5.351 billion in the same period last
year, a decline of 28.9 percent.

            Reported Fiscal 2002 Year-To-Date Results

Including charges related to headcount reductions associated
with Avaya's prior restructuring initiatives, as well as one-
time expenses and an asset impairment, the company reported a
net loss of $120 million or a loss of 81 cents per diluted share
for the first nine months of fiscal 2002. This compares to a
reported net loss of $24 million or a loss of 16 cents per
diluted share for the same period last year. The company noted
41 cents of the 81 cents loss per diluted share is a result of
the $130 million preferred stock conversion charge.

Avaya Inc, headquartered in Basking Ridge, N.J., is a leading
global provider of voice and data networks as well as
communications solutions and services that help businesses,
government agencies and other institutions -- including more
than 90 percent of the FORTUNE 500(R) -- excel in the customer
economy. Avaya offers Customer Relationship Management
Solutions, Unified Communication Solutions, Service Provider
Solutions, MultiService Networking Infrastructure, and Converged
Voice and Data Networks -- including the company's no-compromise
Avaya Enterprise Class IP Solutions (ECLIPS) -- all supported by
Avaya Services and Avaya Labs. Avaya is the worldwide leader in
unified messaging, messaging systems, call centers and
structured cabling systems. It is the U.S. leader in voice
communications systems and services. Avaya is an official
sponsor for the 2002 FIFA World Cup(TM), the FIFA Women's World
Cup 2003 and the 2006 FIFA World Cup(TM) tournaments. For more
information about Avaya, visit its Web site at
http://www.avaya.com  

                        *    *    *

As previously reported in March, Standard & Poor's assigned a
`BB-` rating to Avaya Inc.'s proposed $300 million senior
secured notes due 2009.

The notes are secured by a second priority security interest in
the stock of most of the company's domestic subsidiaries, 65% of
the stock of a foreign subsidiary which holds the company's
foreign intellectual property rights, and substantially all of
the company's domestic non-real property assets. The security
interest in the collateral securing the notes will be
subordinated to the security interest in the collateral securing
the company's obligations to the lenders under its credit
agreement.

The company has about $1.5 billion in debt and capitalized
operating lease obligations.

At the same time, Standard & Poor's affirmed its other ratings
on Basking Ridge, New Jersey-based Avaya, the leading supplier
of enterprise voice communications equipment. The outlook is
negative.

Ratings continue to reflect the company's good position in the
enterprise voice networking industry, ongoing maintenance
revenues from its large installed base, and the company's
conservative financial practices, as well as industry trends
toward an open, combined voice- and data-communications
architecture.


AVIATION GENERAL: Appeals Nasdaq SmallCap Delisting Action
----------------------------------------------------------
Aviation General, Incorporated (NASDAQ:AVGE) has appealed Nasdaq
Staff determinations that the company was not in compliance with
Rule 4310(C)(2) regarding minimum $2,000,000 net tangible assets
or the minimum $2,500,000 stockholders' equity requirements and
Rule 4310(C)(4) regarding minimum bid price requirements for
continued listing on the Nasdaq SmallCap Market.

The Company's common shares will continue to trade on the Nasdaq
Stock Market pending the outcome of the appeal the Company has
filed in accordance with the Nasdaq procedures, although there
can be no assurance Nasdaq will grant the Company's appeal for
continued listing.

The Company expects to report a profit for the second quarter
ending June 30, 2002 and is also in the process of securing
additional capital.

Aviation General, Incorporated is a publicly traded holding
company with two wholly owned subsidiaries, Commander Aircraft
Company and Strategic Jet Services, Inc.  Commander Aircraft
Company -- http://www.commanderair.com-- manufactures, markets  
and provides support services for its line of single engine,
high performance Commander aircraft, and consulting, sales,
brokerage acquisition, and refurbishment services for all types
of piston aircraft.

Strategic Jet Services, Inc., -- http://www.strategicjet.com--  
provides consulting, sales, brokerage, acquisition, and
refurbishment services for jet aircraft.


BETHLEHEM STEEL: Posts Improved Results for Second Quarter
----------------------------------------------------------
Bethlehem Steel Corporation's recent net losses include several
unusual or non-cash items.

"Our second quarter operating results, excluding unusual items,
improved compared to the first quarter of 2002 and the second
quarter of 2001. Realized prices and shipments continue to
improve primarily as a result of decreased domestic supply from
recent capacity shutdowns, the favorable Section 201 trade
ruling in March 2002 and customer inventory replenishments,"
said Robert "Steve" Miller, Jr., Chairman and Chief Executive
Officer of Bethlehem Steel. "The furnace repairs caused by the
unscheduled outage at the D blast furnace at our Burns Harbor
Division were completed in June and the furnace is once again
fully operational. We expect our financial performance to
continue to improve this year as prices continue to be restored
and costs are further reduced.

"During the second quarter of 2002, we maintained adequate
liquidity while increasing capital spending to protect and
enhance our facilities. Our liquidity, comprising cash and
borrowing availability under our committed credit facility, was
$240 million at the end of the second quarter.

"In addition to replacing the bell on the D blast furnace at
Burns Harbor, we progressed other projects that we deemed
essential to maintain the quality of our steel producing assets.
We also purchased the remaining 50% interest in the Columbus
Coatings Company (CCC) and Columbus Processing Company joint
ventures from LTV for $2.4 million in cash, the assumption of
debts and the forgiveness of certain LTV obligations to CCC and
Bethlehem. CCC is a state-of-the-art coating line that produces
high quality, corrosion resistant sheet steel primarily for the
automotive market. CCC is strategically important to the future
of our Burns Harbor Division. We also sold our Weyhill
Guesthouse in Bethlehem, PA for about $4 million during the
quarter.

"Our business outlook and the market for steel remains positive
but we have many hurdles to overcome in order to emerge from
bankruptcy court protection. International Steel Group's start-
up of the former LTV steel plants and Nucor's recent acquisition
and planned start-up of the Trico Steel operations, coupled with
continuing pressure for exclusions from the Section 201 tariffs
could intensify competition and reduce prices.

"We recently announced that we plan to get on with the tough job
of restructuring and implementing the necessary changes that
will enable Bethlehem to emerge from bankruptcy court
protection. The changes include discussions with the United
Steelworkers of America to obtain a new comprehensive labor
agreement to reduce costs, improve productivity and enhance our
flexibility, and to find solutions to our $5 billion pension and
retiree healthcare obligations. We also plan to implement a
leaner organizational structure from top to bottom."

                         Unusual Items

During the second quarter of 2002, the large bell on our D blast
furnace at Burns Harbor failed, causing an extended repair
outage and related lost production. The furnace was returned to
full operation in June. The combination of the repair costs,
unabsorbed costs from lost production and other related costs
decreased net income by about $17 million in that quarter. The
first quarter of 2002 included carryover higher costs of $7
million from a separate blast furnace outage that occurred in
the fourth quarter of 2001.

Bethlehem personnel recently attended a meeting requested by the
New York Department of Environmental Conservation (NYDEC) (1) to
discuss the contents and timing of a Consent Order to conduct a
RCRA Corrective Measures Study and (2) to begin to implement an
agreed upon plan of remediation at our closed steel
manufacturing facility in Lackawanna, New York. Based upon the
information received and the conceptual agreements reached at
that meeting, we recorded a $20 million non-cash charge to
reflect the most current estimate of the probable remediation
costs at Lackawanna. The cash requirements for remediation are
expected to be expended over a protracted period of years,
according to a schedule to be agreed upon by Bethlehem and the
NYDEC.

The income tax benefit recorded for the first quarter 2002
represents a tax refund as a result of the "Job Creation and
Workers Assistance Act of 2002" that was enacted March 8, 2002.
The Act provides us the ability to carry back a portion of our
2001 Alternative Minimum Tax loss for a refund of taxes paid in
prior years that was not previously available. We received the
refund in early July 2002.

The unusual non-cash charges for the second quarter and first
half of 2001 include fully reserving our net deferred tax asset
and writing off our equity investment in Metal Site, an internet
marketplace for steel that ceased operations. During the second
quarter of 2001, it was determined that the cumulative financial
accounting losses had reached the point that fully reserving the
deferred tax asset was required (see Note 6 to the accompanying
Notes to June 30, 2002 Financial Statements).

                      Financial Results

Excluding unusual items previously mentioned, our second quarter
2002 net loss of $82 million compares to $101 million net loss
in the first quarter of 2002. Results improved principally from
higher prices and shipments, which were offset by higher energy
costs. Prices, on a constant mix basis, increased by about 6%
during the quarter while shipments increased about 8%.

Bethlehem's net loss for the second quarter of 2002 is a $38
million improvement over the prior year net loss of $120
million, excluding unusual items previously mentioned. This
improvement resulted from higher prices, a better product mix
and less interest expense, partially offset by lower shipments.
Prices, on a constant mix basis, increased by about 4% from a
year ago. Shipments were lower by about 5%, primarily plate
products as business capital spending continues to lag in other
segments of the economy. Our product mix improved from higher
shipments of cold-rolled, coated and tin products, while the
shipments of lower value hot-rolled and non-prime products
decreased. Costs were about the same as lower energy prices and
administration expense offset higher pension expense. Interest
expense decreased because, after filing for protection under
chapter 11 on October 15, 2001, we are no longer accruing
interest on unsecured debt.

Excluding unusual items previously mentioned, our net loss for
the six months ended June 30, 2002 of $183 million compares to a
net loss of $263 million for the same period in 2001. The
improvement is mainly attributable to an improved product mix
and lower costs. Our product mix improved, as shipments of
higher valued, coated and tin products increased, while the
shipments of lower valued hot-rolled and secondary products
decreased. Costs in 2002 are lower due to substantially lower
natural gas prices and productivity improvements from force
reductions, which were partially offset by higher pension
expense. In addition, interest expense declined because we are
no longer accruing interest on unsecured debt.

DebtTraders reports that Bethlehem Steel Corporation's 10.375%
bonds due 2003 (BS03USR1) are trading at about 9.5. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BS03USR1for  
real-time bond pricing.


BRAINWORKS VENTURES: Auditors Raise Going Concern Doubt
-------------------------------------------------------
Brainworks Ventures, Inc., a Nevada corporation, provides
funding and business consulting services to early-stage
technology companies by developing, investing in, acquiring or
acquiring interests in, and operating such companies. The
Company also seeks to work with universities, corporations,
research laboratories, government economic authorities and
individual investors to foster the commercialization of new
concepts and technologies. During the past year, the Company
provided consulting services related to the development and
commercialization of existing assets to four clients including
two national research laboratories.

On February 14, 2001, the Company acquired all the outstanding
capital stock of eBusinessLabs, Inc., a privately-held Georgia
corporation now known as Brainworks Ventures Labs, Inc., for
approximately 800,000 shares of the Company's common stock. BVL
seeks to develop university affiliated venture development labs
designed to assist the launch of business ventures.

On May 8, 2001, the Company acquired all the outstanding capital
stock of Executive Venture Partners, Ltd., a privately held
Massachusetts company, for 500,000 shares of the Company's
common stock. EVP provides consulting services to develop and
implement corporate venturing strategies for Fortune 2,000
companies by offering advice and recommendations related to
asset development and value maximization. EVP holds a non-
exclusive license to use an asset commercialization methodology.
This license may be revoked upon the happening of certain events
specified in the Amended and Restated License Agreement between
EVP and Robert H. Cawly dated March 6, 2001.

On March 31, 2002, the Company has three wholly-owned
subsidiaries: Auric Minerals Corporation, a Nevada corporation,
EVP and BVL.

                         History

The Company originally incorporated in 1969 under the laws of
the state of Utah. In 1985, the Company became a Nevada
corporation by merging with a Nevada corporation that was a
wholly-owned subsidiary of the Company created solely for the
purpose of changing the Company's state of domicile. Prior to
May 2000, the Company was principally engaged in the
acquisition, exploration and development of interests in various
natural resource properties, primarily through participation
with other parties in natural resource joint ventures or other
arrangements. During the fiscal year ended March 31, 2001, the
Company sold its ownership interests in all natural resource
properties held by the Company.

In the year ended March 31, 2002, the Company had revenues of
$610,000, operating expenses of $3,190,000, an asset impairment
charge of $1,868,000 related to the write down of unamortized
intangible assets related to acquisitions of BVL and EVP and a
write down of investments to their estimated net realizable
values, resulting in a net loss of $4,979,000. In the fiscal
year ended March 31, 2001, the Company had revenues of $1,000,
realized a net gain of $1,320,000 from the sales of La Fonda
Stock and the sale of mineral lease properties, $63,000 of
interest and dividend income and operating expenses of
$3,347,000, resulting in a net loss of $1,963,000.

In the year ended March 31, 2002, net cash used in operating
activities was $801,000. Net cash used in operating activities
includes the net loss for the year ended March 31, 2002 of
$4,979,000 offset by non-cash charges related to depreciation
and amortization of $1,224,000, amortization of deferred
compensation for warrants and options issued to advisors and
consultants of $1,159,000 and asset impairment charges of
$1,868,000. Net cash used in investing activities resulted
primarily from transaction costs related to the acquisition of
EVP. The Company raised net proceeds of $425,000 in a private
placement issuance of its common stock and warrants to purchase
its commonstock.

As of March 31, 2002, the Company had working capital of
$284,000.

                         Going concern

The Company has incurred significant losses from operations for
the year ended March 31, 2002, and such losses are expected to
continue. In addition, working capital has decreased by $369,000
from the year ended March 31, 2001. The foregoing raises
substantial doubt about the Company's ability to continue as a
going concern. Management's plans include seeking additional
capital and/or debt financing or the possible sale of the
Company. There is no guarantee that additional capital and/or
debt financing will be available when and to the extent
required, or that if available, it will be on terms acceptable
to the Company.

The Company has received an opinion from its independent
auditors containing an explanatory paragraph that describes such
auditors' uncertainty as to the Company's ability to continue as
a going concern due to the Company's negative cash flow. As of
the date the independent auditors rendered this opinion, the
Company did not have access to sufficient committed capital to
meet the Company's projected operating needs for at least the
next twelve months. If the Company does not achieve positive
operating results within the next few months, then it will
require additional financing. If positive operating results are
not achieved in the short term, then the Company intends to take
measures to reduce expenditures so as to minimize its
requirements for additional financing, which financing may not
be available on terms acceptable to the Company, if at all. Such
measures may include reduction of the Company's cost of
operations and restructuring employee compensation packages.
There can be no assurance that the Company will be able to
generate internally or raise sufficient funds to continue the
Company's operations, or that the Company's independent auditors
will not issue another opinion with a going concern
qualification.


BROADWING INC: Will Publish Q2 Financial Results Tomorrow
---------------------------------------------------------
Broadwing Inc., (NYSE:BRW) will host an investment-community
conference call on Thursday, July 25, at 9:00 a.m. (EST) to
discuss its second quarter financial results.

Rick Ellenberger, Chairman and CEO, and Kevin Mooney, COO, will
provide an overview of Broadwing's second quarter financial and
operational results and then be available to answer questions.

Individuals interested in listening to the call live, or via
digital replay, over the internet may do so by visiting
http://www.broadwing.com Once there, click on the corporate  
information tab, followed by the investors tab, then the
conference call tab and follow the instructions. A computer with
sound card and a current version of Realplayer software are
required to listen to the call.

Broadwing Inc., (NYSE:BRW) is an integrated communications
company comprised of Broadwing Communications and Cincinnati
Bell. Broadwing Communications leads the industry as the world's
first intelligent, all-optical, switched network provider and
offers businesses nationwide a competitive advantage by
providing data, voice and Internet solutions that are flexible,
reliable and innovative on its 18,500-mile optical network and
its award-winning IP backbone. Cincinnati Bell is one of the
nation's most respected and best performing local exchange and
wireless providers with a legacy of unparalleled customer
service excellence and financial strength. The company was
recently ranked number one in customer satisfaction by J.D.
Power and Associates for local residential telephone service and
residential long distance among mainstream users. Cincinnati
Bell provides a wide range of telecommunications products and
services to residential and business customers in Ohio, Kentucky
and Indiana.  Broadwing Inc. is headquartered in Cincinnati,
Ohio. For more information, visit http://www.broadwing.com

Broadwing Inc.'s March 31, 2002 balance sheet shows a working
capital deficit of about $285 million.


CHIVOR SA: Gets OK to Hire Chadbourne & Parke as General Counsel
----------------------------------------------------------------
Chivor S.A. E.S.P., sought and obtained approval from the U.S.
Bankruptcy Court for the Southern District of New York to employ
and retain Chadbourne & Parke LLP as its general bankruptcy
counsel.

Chadbourne is expected to:

     a) provide legal advice with respect to the Debtor's powers
        and duties as debtor in possession in the continued
        operation of its business and management of its
        property;

     b) prepare on behalf of the Debtor, as debtor in
        possession, necessary applications, motions, orders,
        reports and other legal papers in connection with the
        administration of its estate in this case;

     c) represent the Debtor at all hearings on matters
        pertaining to its affairs as debtor in possession;

     d) prosecute and defend litigated matters that may arise
        during this chapter 11 case;

     e) counsel the Debtor with respect to various corporate and
        litigation matters relating to this chapter 11 case
        including, finance and tax matters; and

     f) perform all other legal services that are necessary for
        the efficient and economic administration of the
        Debtor's chapter 11 case.

The current hourly rates for the professionals who will be
primarily involved in this engagement are:

     Name                    Position           Rate/Hour
     ----                    --------           ---------      
     Howard Seife            Partner            $670
     N. Theodore Zink, Jr.   Partner            $520
     Charles E. Hord         Partner            $580
     J. Allen Miller         Partner            $560
     Francisco Vazquez       Associate          $360
     Andrew Rosenblatt       Associate          $325
     Damien Atkins           Associate          $295
     Christy Rivera          Associate          $230
     All Other Partners                         $425-$670
     Counsel                                    $400-$495
     All Other Associates                       $230-$385
     Paralegals                                 $120-$185

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


COMPUTONE CORP: Auditors Doubt Ability to Continue Operations
-------------------------------------------------------------
During fiscal 2002, Computone Corporation incurred a net loss of
$5,262,000 on revenues of $8,791,000 compared to a net loss in
fiscal 2001 of $4,423,000 on revenues of $10,882,000.

Net sales of Connectivity Products decreased from $5,840,000 in
fiscal 2001 to $3,097,000 in fiscal 2002. The fiscal 2002
decrease in Connectivity Products sales was primarily due to the
continued  slowdown of the United States economy. The Company
experienced a $1,431,000 decrease in sales to  its largest non-
distribution customer. The Company also ended in the third
quarter of fiscal 2002 its relationship with its second largest
distribution customer, which accounted for a $313,000 decrease
in revenues during the fiscal 2002 compared to fiscal 2001.  
Additionally, the Company  continues to experience a decline in
sales of its legacy products resulting in reduced revenues due
to erosion in the asynchronous product market.  Net sales from
Service and Support segment increased from $5,042,000 during
fiscal 2001 to $5,694,000 during fiscal 2002. Due to the June
28, 2000 acquisition of Multi-User, the prior year included only
nine months of operations from the Service and Support segment.

Cost of products sold totaled $6,384,000, or 73% of revenues
(27% gross margin), for fiscal 2002 compared to $7,733,000, or
70% of revenues (30% gross margin), for fiscal 2001.  Cost of
sales for  Connectivity  roducts for fiscal year 2002 was
$2,420,000 resulting in a gross margin of 22% compared to cost
of sales for Connectivity Products for fiscal year 2001 of
$4,090,000 (30% gross margin).  The gross margin in fiscal 2002
on Connectivity Products compared to the prior year period
decreased  primarily due to the continuation of certain fixed
operating costs that were not affected by the 47%  reduction in
product sales revenues and reserves recorded for inventory
obsolescence, excess inventory and for potential inventory
purchase commitments.  These factors were offset by the higher
gross margin the Company recorded on the sales of its EMS
software.  Cost of sales for Service and Support totaled
$3,964,000, or 70% of Service and Support revenue (30% gross
margin), for fiscal 2002 compared to $3,643,000, or 72% of
Service and Support revenue (28% gross margin), for fiscal 2001.  
This segment's gross margin is dependent on product  costs,
product or service mix, and vendor costs, all of which fluctuate
from period to period. Again, due to the June 28, 2000
acquisition  of Multi-User, the prior year included only nine
months of operations from the Service and Support segment.

In fiscal 2001, the Company recorded a non-cash expense of
$652,000 for amortization of goodwill  related to the
acquisition of the Service and Support business segment.  In
accordance with SFAS 142, the Company discontinued the
amortization of goodwill effective April 1, 2001.

Selling, general and administrative expenses for fiscal 2002
totaled $5,155,000 compared to $4,676,000 for fiscal 2001. SGA
expenses related to Connectivity Products increased by $365,000,
or 10%, in fiscal 2002 from the prior fiscal year.  This
increase is attributable to the $1,071,000 non-cash charges the
Company recorded for the issuance of 868,000 shares of common
stock for consulting services related to the Company's efforts
to obtain financing and improve its results from operations.  
The Company expects these expenses to decline in fiscal 2003.  
This increase was offset in part by the Company's cost
containment efforts.  SGA expenses for Service and Support were  
$1,224,000 for fiscal 2002 compared to $1,110,000 for fiscal
2001.  And, as above, due to the June 28, 2000 acquisition  of  
Multi-User, the prior year included only nine months of
operations from the Service and Support segment.

Product development costs charged to expense for fiscal 2002
totaled $1,469,000, or 17% of total net sales, compared to
$1,292,000, or 12% of total net sales for fiscal 2001.  This
fiscal 2002 increase of $177,000, or 14%, is primarily due to
increases in product development personnel.

Interest expense charged by affiliates for fiscal 2002 totaled
$52,000 compared to $8,000 for fiscal 2001.  This 2002 increase
of $44,000 is primarily due to the issuance of new debt.  
Interest expense charged by others for fiscal 2002 totaled
$305,000 compared to $323,000 for fiscal 2001.  This fiscal 2002
decrease of $18,000 is due primarily to repayments of the
Company's line of credit that was offset by the issuance of new
debt. In fiscal 2002 and 2001, the Company expensed $692,000 and
$636,000, respectively, related to amortization of the discount
on the 11%, $2,500,000 note payable.

During fiscal 2002, the Company issued 107,437 shares of
Preferred Stock valued at $982,000, net of issuance costs of
$92,000.  The issuance of this Preferred Stock resulted in the
Company recording $211,000 in dividends associated with the
beneficial conversion feature.  During 2002, the Company issued
5,718 shares of Preferred Stock valued at $57,000 to pay in-kind
dividends on the Preferred Stock.

During fiscal 1999, the Company, in conjunction with a
contemplated but subsequently cancelled merger transaction, made
advances to Ladia in the amount of $700,000.  On June 24, 1999
the Company assigned its rights, effective March 31, 1999, (i)
to $450,000 of these advances to Investec PMG Capital  Corp., an
affiliated entity, in exchange for a $450,000 reduction in notes
payable by the Company to Investec and (ii) to $250,000 of these
advances to a major shareholder in exchange for a $250,000
capital contribution to be paid no earlier than October 1, 1999.  
For financial reporting  purposes, the Company recorded a
$700,000 writedown for uncollectibility on the advances against
the results of operations and recorded a $450,000 capital
contribution during the fourth quarter of fiscal1999. In May
2000, the Company received the remaining $250,000.

                  Liquidity and Capital Resources

During the years ended March 31,2002 and 2001, the Company
suffered net losses of $5,262,000 and  $4,423,000, respectively,
operating cash flow deficiencies of $781,000 and $1,279,000,
respectively and as of March 31, 2002, the Company had a net
working capital deficiency of $5,038,000.

Through March 31, 2001, the Company had a revolving line of
credit with a bank that provided for borrowings of up to
$1,400,000 based on the available borrowing base, as defined.
Borrowings under the Line bore interest at prime plus 2%. As of
March 31, 2001, the Company had $587,000 in outstanding
borrowings under the Line.  The Line was collateralized
primarily by the Company's accounts receivable and inventory.  
The Line contained minimum net working capital and tangible net
worth covenants and, as of March 31, 2001, the Company was in
violation of the minimum net working capital covenant.  In April
2001, the lender made demand for immediate payment of all
outstanding  balances under the Line and terminated the Line. On
June 22, 2001, the Company repaid all remaining Line borrowings.

On October 29, 2001, the Company entered into a $750,000
factoring agreement with a lender.  The agreement enables the
Company to factor selected accounts receivable invoices with the
lender with full recourse against the Company and bears interest
at prime plus 3% with a minimum interest rate of 8%. The Company
will factor the selected invoices for an initial advance of 80%
of the total  invoice balance and will be charged a .30% to
3.00% factoring charge depending on the number of days the
invoices remain outstanding.  At March 31, 2002, the Company had
$57,000 in outstanding borrowings leaving less than $5,000
available under the factoring agreement.

On June 28, 2000, the Company entered into an agreement with a
lender to issue a $2,500,000, 11% note payable due on December
28, 2001, the proceeds of which were used to partially fund the
Multi-User acquisition and the Company's general working capital
needs.  In March 2002, the Company had the Note's maturity date
extended to April 29, 2002.  As consideration for the extension,
the Company issued the lender 100,000 shares of its common
stock. As of July 1, 2002, the Company is in default of the
Note.  The Company believes that a reasonable extension can be
negotiated with this lender. There can be no assurances that
such discussions will be successful or that the lender will not
take legal action to collect amounts due. In connection with the
issuance of the Note on June 28, 2000, the Company issued a
warrant to purchase 392,577 shares of its common stock
exercisable at $3.25 per share.  The warrant is currently
exercisable in whole or in part and expires in June 2003.  The
agreement called for the warrant exercise price to be adjusted
in the event the Company issued any additional shares of common
stock, warrants or options exercisable at less than $3.25 per
share price. As of March 31, 2002, the adjusted exercise price
of the warrant was $2.47.  Exercise of the  warrant may be
either in cash or by surrender of the warrant to the Company in
exchange for the  Company's common stock equal to the value of
the warrants as defined in the warrant agreement. The fair value
of the warrant of $1,328,000, determined through the use of the
Black Sholes valuation  model, was accounted for as additional
paid-in-capital (debt discount) in the Company's consolidated
balance sheet.

The Note was subordinated to the Company's line of credit.  The
Note is guaranteed by the Company  and its wholly-owned
subsidiaries and places restrictions on the Company's ability to
sell its business or its product lines, incur additional
indebtedness, declare or pay dividends, consolidate, merge or
sell its business and make investments.  The Note also includes
a cross default provision  whereby a default on the Note would
occur if the Company  was in default of any covenants of any of
its other financing arrangements in excess of $50,000.

As of March 31, 2001, the Company was in violation of the Note's
cross default provision.  On June 22, 2001, the Company cured
the default by repayment of the Line.

The above noted matters raise substantial doubt about the
ability of the Company to continue as a going concern.

During fiscal 2002, the Connectivity Products business segment
had an operating loss of $4,870,000 on revenue of $3,097,000.  
For the same period the Service and Support business segment had
operating income of $653,000 on revenue of $5,694,000.  To
address the continuing operating losses in the Connectivity
Products segment, management has entered into a letter of intent
to sell certain products and  echnology related to the Company's
family of remote console products.  If the Company is successful
in completing this transaction, (i) operating expenses will be
substantially reduced,  (ii) cash proceeds will significantly
reduce short-term debt and (iii) a  multi-year royalty will be
received on revenues from current and subsequently developed
products that use the Company's  technology.  Additionally,
management believes that it will be successful in restructuring
its remaining debt and be in a better position to attract
additional equity capital.  The Company is in the process of
evaluating the remaining products of the Connectivity Products
business segment.  Pending the completion of this evaluation,
the Company will determine which products will be discontinued
or if any additional assets will be sold.

The operating income in fiscal 2002 for the Service and Support
segment was $653,000 as compared to an operating loss of
$363,000 in fiscal 2001. The results in the prior fiscal year
were for a period of approximately nine months subsequent to the
June 28, 2000 acquisition of this business segment.  Excluding
amortization of goodwill in the fiscal 2001 period of $652,000,
this segment had  operating income of $289,000.   There was no
amortization of goodwill in fiscal 2002. Due to the growth in
profitability of this business segment, the Company's primary
focus will be on expanding identified opportunities in the
Service and Support segment.

In order to increase market share in the Service and Support
segment, the Company has expanded the areas where its
technicians are certified or provide support services.
Certifications have been obtained and the Company has expanded
its offerings to include SUN Microsystems hardware, SUN's  
Solaris Operating System, IBM RS6000 hardware and IBM's AIX
Operating System.  The Company has already signed several
contracts in these new service and support offerings. Also, the
Company has added certifications for maintenance and support of
many RAID disk storage systems and certifications for several
other network devices.

For last several months, the Company has been investing in
additions and enhancements to its service call software to more
effectively and efficiently manage customer accounts as well as
allow for  significant expansion for depot repair service.


CONSECO INC: Selling Variable Annuity Business to inviva inc.
-------------------------------------------------------------
Conseco, Inc., (NYSE:CNC) confirmed it has signed a purchase
agreement to sell its variable annuity business to inviva inc.,
a holding company that owns The American Life Insurance Company
of New York. Under the agreement inviva would acquire Conseco
Variable Insurance Company, one of the 12 companies that
comprise the Conseco Insurance Group. Terms of the agreement
were not disclosed. The sale is scheduled to close on September
30, 2002 pending regulatory approval.

This transaction is one of six reinsurance or sale transactions
initiated by Conseco as part of its ongoing debt reduction
program. Earlier this month the company announced a $48.5
million reinsurance transaction involving the life insurance
business of CVIC. Proceeds from these two transactions are
expected to meet the cash-raising objectives for the CVIC
business.

Conseco Inc.'s 10.75% bonds due 2008 (CNC08USR1), DebtTraders
says, are trading at 27 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CNC08USR1for  
real-time bond pricing.


CONSECO INC: inviva Expects to Close Acquisition by September 30
----------------------------------------------------------------
inviva inc., a holding company which owns The American Life
Insurance Company of New York, an innovative provider of Life
and annuity products, today announced the signing of a purchase
agreement to buy Conseco Variable Insurance Company, from
Conseco, Inc. (NYSE:CNC).

The deal is scheduled to close September 30, 2002 pending
regulatory approval.

The acquisition includes approximately 90,000 in force policies
and over $2.25 billion in assets, comprising approximately $1.4
billion in variable annuity account value and over $800 million
in general account liabilities, predominantly fixed annuities.
The acquisition will give inviva a proven distribution channel,
through access to CVIC's independent broker/dealer distribution
channel with over 300 broker/dealers and more than 1800
registered representatives, as well as a suite of highly
competitive variable annuity products. CVIC adds significant
scale to inviva's existing operations and is licensed in all
states except New York.

inviva will convert CVIC's inforce policies to its state of the
art processing system, which is expected to enhance the block's
profitability due to inviva's low cost operating platform. The
company will also roll out platform capabilities to CVIC
distribution for new business further enhancing the existing
variable annuity products, as well as adding new products, such
as fixed annuities.

inviva will continue to focus on its core partnership
distribution model. Current and future inviva partners will
benefit from CVIC's variable annuity product portfolio as well
as new products added to the platform. The acquisition will also
add to inviva's scale creating greater stability and flexibility
for all of the company's partners.

A.M. Best Co. has positively revised the under review
implications for the B++ (Very Good) financial strength rating
of CVIC to positive from negative following the agreement to
sell the company to inviva. ALNY's rating of A-, which was
recently affirmed, remains unchanged. CVIC's rating will be
reviewed again at the closing of the transaction.

"The acquisition of CVIC is a major milestone in the growth of
inviva. We are very excited about bringing our flexible, low-
cost manufacturing platform to the independent broker dealer
market and specifically the high quality group of producers
currently working with CVIC. The existing CVIC product suite and
capabilities will also provide excellent leverage and potential
value with our current distribution partners," said David
Smilow, inviva's chairman and CEO.

inviva is a holding company, which owns The American Life
Insurance Company of New York. American Life offers immediate
term life insurance through its simplified issue term and
Instant Term policies. American Life has been providing
financial protection to families since 1955 and is fully
licensed in 50 states and the District of Columbia. American
Life is rated A- (Excellent) by A.M. Best Co., a respected
authority on the financial strength of insurance companies.

The Company's distribution model is built on partnering with
other firms and integrating inviva's electronic platform with
partners' existing technology and business practices, and
retaining some risk. The resulting collaboration may involve
varying degrees of human intermediation in the sales and
underwriting process.


CONSECO VARIABLE: Fitch Places BB IFS Rating on Watch Evolving
--------------------------------------------------------------
Fitch Ratings has placed the BB insurer financial strength
rating of Conseco Variable Insurance Company on Rating Watch
Evolving. The rating action follows Conseco Inc.'s announcement
that it has entered into a definitive agreement to sell Conseco
Variable to inviva Inc., for an undisclosed amount.

Fitch does not rate inviva or its subsidiaries. Ultimate
resolution of the Rating Watch will be determined by Fitch's
evaluation of the financial strength of inviva and its plans for
Conseco Variable.

Conseco Variable is a stock life insurer domiciled in Texas with
total admitted assets of $3.3 billion and adjusted surplus of
$163 million at March 31, 2002. Separate account assets totaled
$1.7 billion. Inviva will acquire the Conseco Variable's annuity
business. In a previous transaction, Conseco Inc. sold Conseco
Variable's life insurance business via reinsurance.

The sale of Conseco Variable is consistent with Conseco Inc.'s
asset sales strategy. Proceeds from asset sales will be used to
repay debt.

                         Rating Action:
          
               Conseco Variable Insurance Company

    Insurer financial strength           BB Evolving


CONTOUR ENERGY: Wants to Maintain Cash Management System
--------------------------------------------------------
Contour Energy Co. and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the Southern District of Texas to
maintain their centralized cash management system for use in
their day-to-day business operations.  The Debtors assert that
this cash management system provides well-established mechanisms
for the collections, concentration, management and disbursement
of funds used in the Debtors' businesses.

The Debtors point out that the use of a cash management system
provides an efficient and economic utilization of company-wide
funds and avoids the unnecessary administrative expenses and
interest losses attendant to a segmented cash system. The
Debtors illustrates that these procedures provide significant
benefits including the ability to:

     a) maintain strict control over the receipt and
        disbursement of cash,

     b) ensure cash availability when needed and in the amount
        needed,

     c) reduce administrative expenses, and

     d) have easy access to timely and accurate financial
        information.

The Debtors believe that any disruption could unnecessarily
impede the their reorganization efforts. Without access to the
existing system, they will be forced to establish a new system
at substantial additional delay and costs.

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


DIGITAL TELEPORT: Moves Into New Offices in Suburban St. Louis
--------------------------------------------------------------
Digital Teleport Inc., a regional fiber optic communications
provider for secondary and tertiary markets in the Midwest, is
moving its headquarters to a larger office space in suburban St.
Louis.

Effective July 29, the new mailing address for Digital Teleport
is: 14567 N. Outer Forty Drive, Suite 500, Chesterfield, Mo.,
63017. The company's telephone numbers, Web site and e-mail
addresses will remain the same. The main telephone number is
1-314-880-1000.

"This move is another positive step in the company's
reorganization process," said Paul Pierron, president and CEO of
Digital Teleport. The company filed voluntary Chapter 11
petitions on Dec. 31, 2001, and it expects to successfully
emerge before the end of the year.

The new headquarters location provides Digital Teleport about 30
percent more office space than its current location. It also
provides the company a more flexible physical work environment
as well as space for planned growth. About 50 employees will
move to the new offices.

Digital Teleport has been based in St. Louis since the company
was formed in June 1989.

Digital Teleport provides wholesale fiber optic transport
services in secondary and tertiary Midwest markets to national
and regional communications carriers. The company's network
spans 5,700 route miles across Arkansas, Illinois, Iowa, Kansas,
Missouri, Nebraska, Oklahoma and Tennessee. Digital Teleport
also provides optical Ethernet communications services to
enterprise customers and government agencies in premier office
buildings. The company's Web site is
http://www.digitalteleport.com


DYNEGY: S&P Hatchets L-T Corp Credit Rating Down 2 Notches to BB
----------------------------------------------------------------
Standard & Poor's Rating Services lowered its long-term
corporate credit ratings of Houston, Texas-based energy provider
Dynegy Inc., and its subsidiaries to BB from BBB-. The notching
separation between Dynegy's senior secured and senior unsecured
debt reflects the increased use of secured financing that places
the unsecured debtholders at a disadvantage. The ratings remain
on CreditWatch with negative implications.

The rating action reflects Standard & Poor's analysis that
erosion in Dynegy's core merchant energy business has become
more pronounced. Despite cutbacks in capital expenditures and
costs savings, including a reduction in the common dividend
payout, needed incremental cash flow has been slow to
materialize. Thus, expected credit protection measures are now
commensurate with a BB corporate credit rating.

According to Standard & Poor's credit analyst John Kennedy,
"Dynegy's financial plan has not provided the level of
sustainable cash flow necessary for investment-grade status.
Decreased marketing opportunities and lower power prices are two
of the factors curtailing cash flow improvement. Dynegy's
difficulties in accessing the capital markets also impinge on
credit quality." Importantly, meaningful access to the capital
market is unlikely given the firm's depressed stock price and
recent difficulties in selling debt at the Illinois Power Co.
unit.

Dynegy's liquidity position is strained. Currently, the firm
claims to have access to about $900 million for liquidity needs,
which is a 35% decline from the $1.4 billion level in shown
April 2002. The sources of these funds are cash on hand, unused
bank facilities, and commodity (natural gas) in storage. The
company has posted a significant amount of margin payments.
Standard & Poor's does not expect this activity to increase
substantially because margin calls related to trading contracts
have already been triggered, and the firm has eliminated an
additional $301 million in triggers.

Dynegy's capital expenditures may need to be reduced further as
net cash flow as a percentage of capital expenditures is
forecast to be under 60% of cash needs. Also, Dynegy has several
obligations on the horizon, with about $750 million in debt and
bank facilities ($300 million at Dynegy and $450 million at
Northern Natural Gas Co.) due to mature or expire by November
2002, and a $1.5 billion preferred stock right held by Dynegy's
largest shareholder, ChevronTexaco Corp., which is redeemable in
November 2003.

In addition, Dynegy's plan to solidify its balance sheet faces
execution risk in several areas, including its launch of a
master limited partnership, Dynegy Energy Partners, which is
expected to provide $200 million in additional capital. However,
the success of this transaction under current market conditions
is questionable. Further, the proposed sale of a percentage of
Northern Natural Gas's pipeline to raise additional capital
would reduce the firm's mix of regulated businesses.

The CreditWatch with negative implications reflects concerns
regarding the firms' ability to generate sustainable cash flow
as well as maintaining an adequate liquidity position to meet
its obligations over the next 18 months. Resolution of the
CreditWatch listing is predicated on Dynegy's execution of
stated business objectives, generation of reliable cash flow
from sustainable sources, and its ability to meet debt
maturities at a level that supports the current rating. A
demonstrated ability to achieve these goals should result in
ratings stability.


DYNEGY INC: Fitch Lowers Ratings to BB- Over Weak Credit Profile
----------------------------------------------------------------
Dynegy Holdings Inc.'s senior unsecured debt and Dynegy Inc.'s
indicative senior unsecured debt have been lowered to BB- from
BB+ by Fitch Ratings. The short-term ratings for DYN and DYNH
remain at B. In addition, the ratings of affiliated companies,
Illinois Power Co., and Illinova Corp., have been lowered to
below investment grade. All ratings for DYN and its affiliates
remain on Rating Watch Negative.

The downgrades are based on Fitch's ongoing analysis of DYN and
reflect a continued weakening in the company's credit profile.
DYN is in the process of executing a restructuring plan designed
to reduce consolidated debt and improve liquidity. However,
capital market conditions continue to worsen and the negative
over-hang from the SEC's investigation of accounting and trading
issues, ongoing FERC inquiries, and potential litigation
exposure have not abated. Furthermore, given general business
conditions, particularly as it relates to confidence-sensitive
energy marketing and trading, and DYN's weak credit profile, the
group's ability to generate sustainable cash flow from core
operations is less assured.

In recent weeks DYN has removed ratings triggers and secured a
$250 million advance on assets sales. Consolidated liquidity,
including liquid gas inventory, is approximately $900 million.
There are no material debt maturities or anticipated
extraordinary cash drains until November 2002 when a $300
million revolver at DYN and a $450 million secured loan at
Northern Natural Gas Co. come due. By that time DYN plans to
have sold assets and issued units at its MLP. Fitch stress case
analysis continues to recognize both the execution risk of
completing the restructuring strategy as planned and weakening
near-term operating results.

These ratings have been changed:

     DYN

     -- indicative senior unsecured debt to 'BB-' from 'BB+.

     DYNH

     -- senior unsecured debt to 'BB-' from 'BB+'.

     Dynegy Capital Trust I

     -- trust preferred to 'B-' from 'B+'.

     Illinois Power Co.

     -- senior secured debt and pollution control bonds to 'BB'
        from 'BBB';

     -- senior unsecured debt to 'BB-' from 'BBB-';

     -- preferred stock and trust preferred to 'B-' from 'BB';

     -- short-term debt to 'B' from 'F3'.

     Illinova Corp.

     -- senior unsecured debt to 'BB-' from 'BB+'.


ENRON CORP: Wind Unit Selling Aircraft to BOS Dairies for $1.7MM
----------------------------------------------------------------
Enron Wind Systems LLC owns an eight-seater 1985 Cessna Citation
SII (serial # S550-0082) Aircraft.  This aircraft is currently
gathering dust in its hangar.  According to Martin A. Sosland,
Esq., at Weil, Gotshal & Manges LLP, in New York, Enron Wind
does not have pilots qualified to fly the Aircraft.  Contract
pilots must pilot any flights.  In addition, Mr. Sosland tells
the Court, the lease of the hangar expires on August 31, 2002.  
"Use of the hangar after that date will force Enron Wind to pay
for additional storage," Mr. Sosland says.

Clearly, the Aircraft is a candidate for disposition.  So, Enron
Wind marketed the Aircraft and solicited bids from five
potential buyers in April 2002.  Only Bos Dairies LLC expressed
interest. Without wasting any time, the parties quickly
negotiated and then entered into a Purchase Agreement.

Under the Agreement, Mr. Sosland says, Enron Wind will sell to
Bos Dairies the Aircraft and related property including:

    (a) the airframe;

    (b) engines bearing manufacturer's serial numbers 1002246
        and 1002259;

    (c) all records, logs, manuals, technical data, maintenance
        records and other materials and documents, which relate
        to the operation of the Aircraft, and:

           (i) are required to be maintained by the Federal
               Aviation Administration (or other applicable
               Governmental Authority, if the Aircraft is
               registered outside the United States), or

          (ii) are in the possession of Enron Wind at closing or
               from time to time thereafter; and

    (d) all appliances, parts, instruments, appurtenances,
        accessories, furnishings and other equipment of whatever
        nature, other than complete engines, which are from time
        to time incorporated or installed in or attached to the
        Airframe or any Engines.

Among the principal terms and conditions of the Purchase
Agreement are:

Purchase Price: $1,700,000, subject to adjustments;

Deposit Escrow: $50,000 to be deposited in trust with Aero
                 Records and Title Company;

Closing Date
Payments:       At the Closing, Bos Dairies shall:

                (1) pay and deliver to Enron Wind the Purchase
                    Price less the Deposit, and

                (2) instruct the Escrow Agent to deliver the
                    Deposit to Enron Wind;

Closing:        Five business days after satisfaction or waiver
                of the conditions to closing;

Given the costs involved in publicly marketing the Aircraft,
locating and employing qualified pilots and maintenance
personnel, and expenses associated with maintaining and storing
the Aircraft, as compared to the Aircraft's fair market value,
Mr. Sosland asserts the Agreement should be approved as a
private sale.

If Enron Wind is compelled to conduct a broader marketing
process, Mr. Sosland says, it would be constrained by timing
considerations and additional expense.  "Absent the sale in
hand, Enron Wind would likely be required to locate and pay for
other space, incurring additional expense while other potential
buyers would likely require Enron Wind to demonstrate the flying
capabilities of the Aircraft, which would require Enron Wind to
hire contract pilots," Mr. Sosland relates.  On the other hand,
Mr. Sosland notes, Dos Dairies has seen the Aircraft, is
familiar with its history and is not demanding a flight
demonstration.

Thus, Enron Wind asks the Court to approve the Purchase
Agreement and the sale of the Aircraft and related property to
Bos Dairies free and clear of liens, claims and encumbrances.
(Enron Bankruptcy News, Issue No. 37; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

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


ENRON CORP: Court Approves Settlement Pact with Digital Teleport
----------------------------------------------------------------
Enron Broadband Services Inc., obtained Court approval of its
Settlement Agreement with Digital Teleport, Inc., pursuant to
Bankruptcy Rule 9019.

As previously reported, Enron Broadband Services Inc., and
Digital Teleport, Inc., are parties to these agreements:

(1) IRU Lease Agreement, between DTI and EBS, dated March 31,
     1999 (Denver to Kansas City), as amended by Amendment 1 to
     that IRU Lease Agreement, dated September 28, 2001;

(2) IRU Lease Agreement, between DTI and EBS, dated March 31,
     1999 (Kansas City to Chicago), as amended by Amendment 1;

(3) IRU Lease Agreement, between DTI and EBS, dated March 31,
     1999 (Denver to Salt Lake City), as amended by Amendment
     1;

(4) IRU Lease Agreement, between DTI and EBS, dated March 31,
     1999 (Denver to Houston), as amended by Amendment 1, and
     associated Collocation Agreements.

By mutual agreement, EBS and DTI wished to terminate the IRUs
and the Collocation Agreements pursuant to the terms and
conditions set forth in the Settlement Agreement and Mutual
Release, which is has been agreed to and is in the process of
being executed.  

The salient terms of the Settlement Agreement are:

   1. Termination -- EBS and DTI will terminate the IRUs and the
      Collocation Agreements and all associated written or
      unwritten agreements and have no further rights or
      claims against each other with respect to the agreements;

   2. Release from Liability -- EBS and DTI will release and
      discharge each other from all actions, causes, causes of
      action, suits, debts, sums of money, accounts,
      obligations, reckonings, bonds, bills, specialties,
      trespasses, judgments, liens, executions, liabilities,
      claims or demands, relating in any manner to:

         (i) the IRUs,

        (ii) the Collocation Agreements, or

       (iii) any other actual or implied agreement between the
             Parties arising directly or indirectly from the
             IRUs or the Collocation Agreements. (Enron
             Bankruptcy News, Issue No. 37; Bankruptcy
             Creditors' Service, Inc., 609/392-0900)


EVERCOM INC: Sr. Lenders Extend Forbearance Period to July 29
-------------------------------------------------------------
Evercom, Inc. (formerly known as Talton Holdings, Inc.), a
provider of inmate telecommunications systems, announced that
Evercom and its senior lenders have entered into a Sixth
Amendment to its Loan and Security Agreement with respect to its
senior credit facility. The agreement extends the term of the
Company's existing forbearance period until July 29, 2002.

As previously disclosed, Evercom is in default of certain
covenants under its Senior Credit Facility. Under the terms of
the forbearance agreement, the Company's senior lenders will not
exercise remedies available to them during the period ending
July 29, 2002. The Company is in the process of exploring
strategic and financial alternatives. This includes discussions
with potential investors, the Company's investors and creditors,
and potential strategic partners.

Evercom is a provider of inmate telecommunications systems,
serving approximately 2,000 correctional facilities throughout
the United States. The Company has become a recognized leader in
providing comprehensive, innovative technical solutions and
responsive value-added service to the corrections industry.


FMC CORP: Preparing Plan to Refinance Near-Term Liquidity Needs
---------------------------------------------------------------
FMC Corporation (NYSE: FMC) reported second quarter 2002, after-
tax income from continuing operations before special items of
$0.71 per share on a fully diluted basis versus $1.27 per share
in the second quarter of 2001.  On the same basis, consensus
earnings estimates had been $0.65 per share.  Sales and after-
tax income before special items were $482.4 million and $23.8
million respectively versus $523.2 million and $40.9 million for
the same period last year.  Including special items, FMC's
reported after-tax income was $19.2 million or $0.57 per share
on a fully diluted basis versus a loss of $299.8 million or
$9.61 per share in the prior-year period.

Special items in the current quarter totaled $4.6 million after-
tax and include severance and other expenses arising from
restructuring within Industrial Chemicals and Corporate. Also
included is a $1.9 million after-tax premium, which was paid in
connection with the redemption of FMC's 6.75% exchangeable
debentures. In the prior-year period, special items included
$106.0 million after-tax of restructuring and other charges and
$233.8 million after-tax of asset impairments. Restructuring and
other charges largely related to the phosphorus business in the
Industrial Chemicals segment. The asset impairments related to
FMC's U.S.-based phosphorus business and lithium operations in
Argentina.

According to William G. Walter, FMC chairman, president and
chief executive officer: "Stronger cost control across all
businesses drove higher than expected earnings for the quarter.
As anticipated, Agricultural Products experienced lower earnings
due to the absence of any DuPont profit protection payments this
quarter and sales shifting from the second quarter to the second
half of 2002. As indicated in our mid-quarter announcement,
Industrial Chemicals was negatively impacted by a slower-than-
expected ramp-up of the Astaris purified phosphoric acid (PPA)
plant and the recent loss of a European detergent customer
within our Foret subsidiary."

Agricultural Products sales were $173.8 million compared with
$205.8 million in the second quarter of 2001. Earnings before
interest and taxes were $23.7 million compared with $41.4
million in the prior-year quarter. Sales were below last year's
quarter in most major geographic markets. In North America,
lower sales resulted from anticipated declines in older
insecticides, inventory reduction initiatives across the
distribution channel, and the timing effects of delayed sales
due to unusually wet weather. Earnings, however, from North
America declined only modestly as cost reduction efforts and a
market focus on newer generation products resulted in improved
profit margins. Sales in Asia declined on generally poor market
conditions in Australia and China. Sales declined in Brazil due
to economic uncertainties and working capital reduction
initiatives implemented by most industry participants. Segment
earnings were also unfavorably impacted by the absence of a
profit protection payment from DuPont and higher manufacturing
variances resulting from the idling of the sulfentrazone plant
at the end of the first quarter of 2002.

Specialty Chemicals sales of $124.6 million were up versus
$119.5 million in the second quarter of 2001. Earnings of $24.2
million were up versus $21.0 million in the same period last
year. Strong BioPolymer volumes in all markets were partially
offset by unfavorable product mix in both food ingredients and
pharmaceutical. Lower lithium sales and earnings in commodity
products were more than offset by strong demand for butyllithium
and specialty organics and by the favorable impact of the
Argentine peso devaluation on manufacturing costs.

Industrial Chemicals sales were $185.3 million, down compared to
$200.3 million in the prior-year period. Earnings were $12.2
million, compared to $18.2 million in the second quarter 2001.
For alkali, higher domestic selling prices were offset by the
impact of lower soda ash volumes, which declined versus the
prior year due to caustic substitution in certain markets. Lower
caustic prices and volumes as well as lower bicarbonate prices
unfavorably impacted segment results. For peroxygens, lower
hydrogen peroxide prices were more than offset by stronger
volumes and improved costs. For Foret, FMC's European-based
subsidiary, the loss of a major European detergent customer
drove sales and earnings lower. Foret's sales were further
impacted by lower prices, entirely offset at the earnings level
by lower raw material costs. FMC's phosphorus business improved
versus last year due to lower manufacturing costs at Astaris and
reduced environmental spending resulting from the closure of the
Pocatello plant. These benefits were partially offset by lower
power resale proceeds and continuing startup costs at the PPA
plant.

Corporate expense of $9.3 million was up from last year's second
quarter of $8.0 million due to one-time costs related to the
transition of FMC's corporate headquarters. Net interest expense
including Astaris was $18.4 million, up from allocated interest
expense of $16.4 million in the prior-year period. On June 30,
2002, consolidated debt net of cash was $908.0 million. For the
quarter, depreciation and amortization were $28.9 million, and
capital expenditures were $15.6 million.

                         Six-Month Results

For the first six months of 2002, FMC's after-tax income from
continuing operations before special items was $1.12 per share
on a fully diluted basis versus $1.78 per share in the first
half of 2001. Sales and after-tax income before special items
were $916.6 million and $37.0 million respectively versus $970.4
million and $57.3 million for the same period last year.
Including special items, FMC's reported after-tax income was
$28.2 million or $0.85 per share on a fully diluted basis versus
a loss of $326.3 million or $10.54 per share in the prior-year
period. Special items in 2002 of $8.8 million after-tax included
restructuring within Agricultural Products, Industrial Chemicals
and Corporate. In 2001, special items of $341.8 million after-
tax included asset impairments in FMC's lithium and phosphorus
operations and restructuring within Industrial Chemicals.

"The first half of 2002 was unquestionably difficult," said
Walter. "However, our outlook for the balance of the year is for
improved results versus last year. We will no longer have tough
quarterly comparisons resulting from the DuPont profit
protection payments. We are positioned for higher earnings in
Agricultural Products in the second half as a result of lower
overhead costs due to our restructuring initiatives, sales
shifts from the first half and sales growth from our new labels.
Our North American Industrial Chemicals businesses have removed
significant overhead costs from their operations. Finally,
Astaris' PPA plant is showing significant improvement as it
ramps up to full production.

"Our priority is now the refinancing of our debt," Walter added.
"In the next few weeks we will announce our plan to refinance
all of our near term liquidity needs. Preparations are nearly
complete for both a term debt offering and new revolving credit
agreement, and we are confident that we can finalize both well
in advance of the credit agreement expiration and the bond
maturities in the fourth quarter."

Agricultural Products sales for the six months ended June 30,
2002 were $304.9 million versus $340.4 million in the year-
earlier period. Earnings were $30.0 million versus $55.2 million
in 2001. Sales were below last year's first six months in most
major geographic markets. Lower sales in older insecticides and
sulfentrazone were partially offset by higher sales in the North
American specialty products business. Earnings were lower due to
lower sales and the absence of the DuPont profit protection
payments, partially offset by lower costs.

Specialty Chemicals sales for the six months ended June 30, 2002
were $240.4 million versus $235.8 million in the year-earlier
period. Earnings were $42.4 million versus $41.0 million in
2001. For BioPolymer, strong pharmaceutical demand for
microcrystalline cellulose and improving margins in specialty
markets drove the favorable year-over-year performance. Stronger
specialty lithium sales were partially offset by weaker sales in
Japan due to economic weakness.

Industrial Chemicals sales for the six months ended June 30,
2002 were $373.6 million versus $398.9 million in the year-
earlier period. Earnings were $35.3 million versus $32.6 million
in 2001. Higher soda ash prices and hydrogen peroxide volume
growth only partially offset the sales impact of lower soda ash
volumes, lower hydrogen peroxide prices and lower volumes and
prices at Foret. Earnings improved largely because of lower
manufacturing costs across the segment and lower environmental
spending at Pocatello.

Corporate expense of $19.3 million was up from $17.4 million in
the year-earlier period. Net interest expense including Astaris
was $35.5 million, up from $32.4 million in the prior-year
period. Other expense of $5.4 million was up from $4.0 million
in 2001. For the first six months of 2002, depreciation and
amortization were $55.1 million, and capital expenditures were
$35.4 million.

FMC Corporation is a diversified chemical company serving
agricultural, industrial and consumer markets globally for more
than a century with innovative solutions, applications and
quality products. The company employs approximately 6,000 people
throughout the world. The company divides its businesses into
three segments: Agricultural Products, Specialty Chemicals and
Industrial Chemicals.

                         *    *    *

As reported in Troubled Company Reporter's June 19, 2002,
edition, FMC Corporation responded to the downgrade by
Moody's Investors Service of FMC's credit ratings of its
indebtedness from Baa3/Prime-3 to Ba1/Not-Prime.  Moody's
downgrade followed the action by Standard and Poor's Rating
Services in which it reaffirmed its investment-grade credit
rating and stable outlook for FMC.

Chairman, President and CEO William G. Walter said that the
company was "extremely disappointed by Moody's action."

Mr. Walter continued, "Further, although we had no assurances,
based upon our discussions with Moody's, we were led to believe
that they would view an equity offering by FMC coupled with a
refinancing of our debt later this year as sufficient to
maintain our investment-grade rating.  Clearly Moody's outlook
for the economy and the chemical industry is much more negative
than ours and the views of many others.  The action by Moody's
before we had the opportunity to take the next steps in our
refinancing plan is surprising.  Despite Moody's action, we are
confident that FMC has adequate liquidity to support all our
business operations and to complete our refinancing before
upcoming maturities come due near year-end."


FEDERAL-MOGUL: Inks 2nd Amendment to $675MM DIP Financing Pact
--------------------------------------------------------------
According to David A. Bozynski, Vice President and Treasurer of
Federal-Mogul Corporation, the Revolving Credit, Term Loan and
Guaranty Agreement, between the Debtors and the consortium of
DIP Lenders led by JPMorgan Chase Bank, contains various
covenants. Unless some of those covenants are amended, the
Debtors won't be able to make certain advantageous investments
and capital expenditures.  Similarly, covenants requiring the
Debtors to maintain certain financial conditions might
discourage or even prevent the Debtors from divesting poorly
performing operations in order to maintain a higher level of
earnings overall.

To give the Debtors additional flexibility to make business
decisions that will be beneficial to their estates and their
creditors, the Debtors and the DIP Lenders have agreed to amend
the Loan Agreement.  By this motion, the Debtors ask the Court
to approve a Second Amendment to the Postpetition Financing
Agreement.

Mr. Bozynski relates that the Second Amendment primarily
involves modifications to the covenants and events of default
contained in the Loan Agreement which fall into four broad
categories:

             A. permitted investments;
             B. capital expenditures;
             C. permitted indebtedness; and,
             D. minimum EBITDA.

Mr. Bozynski explains that the Amendment expands the scope of
the defined term "Permitted Investments" in order to allow the
Debtors to pursue both specific, pre-approved investment
opportunities and to pursue general areas of additional
investment, like:

A. Japanese Technical Center: Federal-Mogul will be permitted to
   invest up to $13,000,000 in a technical center in Yokohama,
   Japan. This investment is critical to the expansion of the
   Debtors' business with Japanese automotive companies doing
   business in the United States, a significant component of the
   Debtors' overall customer base;

B. Conversion of Loans to Foreign Subsidiaries from Debt to
   Equity: The Debtors also seek to convert certain loans that
   have been made by Federal-Mogul to certain of its foreign
   subsidiaries into equity interests in those subsidiaries,
   where, in the absence of that conversion, the foreign
   subsidiary would be deemed insolvent, resulting in potential
   legal problems for the directors of those subsidiaries, who
   may become personally liable for the subsidiary's in the
   event of insolvency.  In this way, the Debtors avoid the
   potential that key members of the management teams of their
   foreign subsidiaries would leave their jobs rather than face
   personal liability for the subsidiary's debts;

C. Restructuring of Existing Equity Investment in Customer: One
   of the Debtors' customers, who presently hold approximately
   $4,500,000 in preferred stock, wants to cancel the preferred
   stock and replace it with new preferred stock containing
   slightly modified terms.  In order to facilitate continued
   good relations with this customer while remaining in
   compliance with the terms of the DIP Facility, the Debtors
   seek permission to allow the modified investment under the
   terrors of the DIP Facility;

D. Investments in Notes as Partial Payment for the Purchase
   Price of Asset Dispositions: The Debtors would also be
   allowed to accept as Permitted Investments notes in lieu of
   cash from the proposed purchaser of two facilities relating
   to the Debtors' North American camshafts business (Orland, MI
   and Jackson, MI), which notes would be in the amounts of
   $2,500,000 and $460,000, respectively, representing less than
   25% of the purchase price of each facility.  This
   modification to the DIP Facility is necessary to each
   transaction; and,

E. New Investments in Joint Ventures: The Debtors seek greater
   flexibility in being able to enter into joint venture
   agreements and, consequently, have requested that up to
   $5,000,000 in new joint venture investments be allowed as
   permitted investments under the DIP Facility.

Mr. Bozynski further states that the Amendment modifies the
calculation of capital expenditures to eliminate the "double-
counting" of certain capital expenditures related to investing
in joint ventures and replacing computer equipment.  This will
enable Federal-Mogul to gauge its level of compliance with the
capital expenditure covenant contained in the Post-Petition
Financing Agreement more accurately, while not penalizing
Federal-Mogul for making certain investments through its joint
ventures.

"The Amendment will also allow the Debtors to replace their
current computer equipment at a lower cost, via a leasing
agreement with IBM previously approved by the Court as it
provides for a narrowly-tailored, $10,000,000 allowance for the
Debtors to enter into capital leases of computer equipment," Mr.
Bozynski submits.  Under accounting rules, the new leases will
likely be classified as capital leases, which are limited under
the present DIP Facility, rather than as operating leases, as
the Debtors' prior computer leases were classified.

Mr. Bozynski also claims that the proposed Amendment modifies
the definition of "Permitted Indebtedness" to allow the Debtors
to enter into foreign exchange, interest rate, and commodity
hedging contracts with parties other than the Lenders.  
Currently, the Loan Agreement permits the Debtors to enter into
those contracts only with the lenders under the DIP Facility.  
This authority will enable the Debtors to obtain hedging
agreements on the most advantageous terms offered in the
marketplace, whether from their current lenders or otherwise.  
The Amendment also decreases the minimum level of EBITDA to
adjust for the Debtors' sale of assets and for certain
restructuring payments and charges and contributions to pension
benefit programs in the English Debtors' cases occurring earlier
than anticipated.

The Amendment also effects certain technical modifications to
the DIP Facility, including:

A. allowing one of the Debtors' German affiliates to convert its
   corporate structure in order to take care of certain tax
   advantages;

B. limiting the circumstances in which the proceeds of asset
   sales by the Debtors must be used in order to collateralize
   letters of credit;

C. allowing the Debtors to furnish financial statements to the
   Administrative Agent under the DIP Facility by electronic
   means; and,

D. waiving the technical default that resulted from the Debtors'
   non-provision of financial statements to the Administrative
   Agent in October and November 2001, which occurred due to
   questions as to the form those statements should take.

Mr. Bozynski expects the modifications contained in the
Amendment to have an economic impact of perhaps 5% of the total
availability under the Loan Agreement.

Mr. Bozynski also points out that none of the changes in the
Amendment would require a modification of the Final DIP Order or
otherwise would affect the validity or priority of the liens
established therein.  Thus, the Amendment represents a
relatively modest, although meaningful, adjustment in the
overall relationship between the Debtors and the Lenders that,
while unlikely to prejudice any of the Debtors' creditors, could
result in a greater return to the Debtors' creditors through
increased earnings by the Debtors. (Federal-Mogul Bankruptcy
News, Issue No. 20; Bankruptcy Creditors' Service, Inc.,
609/392-0900)

Federal-Mogul Corporation's 8.8% bonds due 2007 (FMO07USR1),
DebtTraders says, are trading at 19 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FMO07USR1for  
real-time bond pricing.


FLAG TELECOM: Gets Final Approval to Hire Blackstone as Advisors
----------------------------------------------------------------
FLAG Telecom Holdings Limited and its debtor-affiliates obtained
final approval from the U.S. Bankruptcy Court for the Southern
District of New York to employ Blackstone Group L.P. as
financial advisor, nunc pro tunc to April 12, 2002.

Timothy R. Coleman, Senior Managing Director of Blackstone,
leads the team of professionals that will work on FLAG's
restructuring.

                       Scope of Services

Specifically, Blackstone will:

     (a) Assist in the evaluation of the Debtors' businesses and
         prospects;

     (b) Assist in the development of the Debtors' long-term
         business plan and related financial projections;

     (c) Assist in the development of financial data and
         presentations to the Debtors' Board of Directors,
         various creditors and other third parties;

     (d) Analyze the Debtors' financial liquidity and evaluate
         alternatives to improve such liquidity;

     (e) Analyze various restructuring scenarios and the
         potential impact of these scenarios on the value of the
         Debtors and the recoveries of those stakeholders
         impacted by a Restructuring;

     (f) Provide advice with regard to restructuring or
         refinancing the Debtors' Obligations;

     (g) Evaluate the Debtors' debt capacity and alternative
         capital structures;

     (h) Participate in negotiations among the Debtors and their
         creditors, suppliers, lessors and other interested
         parties regarding a Transaction or a Restructuring;

     (i) Value securities offered by the Debtors in connection
         with a Restructuring;

     (j) Advise the Debtors and negotiate with lenders with
         respect to potential waivers or amendments of various
         credit facilities;

     (k) Provide testimony in these Chapter 11 cases concerning
         any of the subjects encompassed by the other financial
         advisory services;

     (l) Assist the Debtors in reviewing marketing materials in
         conjunction with a possible Transaction;

     (m) Assist in arranging debtor-in-possession financing for
         the Debtors, as requested;

     (n) Assist the Debtors in reviewing the terms, conditions
         and impact of any proposed Transaction;

     (o) Assist the Debtors in capital raising from third-party
         investors, as requested;

     (p) Attend meetings with the Debtors and other parties to a
         Restructuring as reasonably requested by the Debtors;
         and

     (q) Provide such other advisory services as are customarily
         provided in connection with the analysis and
         negotiation of a Restructuring or a Transaction, as
         requested and mutually agreed.

At the request of the Debtors, Blackstone may provide additional
services deemed appropriate or necessary to the benefit of the
Debtors' estate.

                       Terms of Retention

The Debtors have agreed to pay Blackstone:

  (a) a $225,000 monthly advisory fee, commencing on June 23,
      2002;

  (b) a Transaction Fee, equal to 0.75%
      multiplied by the total face/accreted value of any
      Obligations (less the total amount of gross proceeds of a
      financing in which Blackstone is entitled to receive a
      Capital Raising Fee if the proceeds were used in
      connection with restructuring Obligations) of the Company
      that is restructured, refinanced, repaid, acquired,
      assumed, satisfied, modified or amended, payable in cash
      promptly upon consummation of a Restructuring or a
      Transaction. These will not be included in the calculation
      of total Obligations:

      (1) the Company's guarantee to Alcatel if Alcatel's trade
          claim related to the FLAG North Asian Loop project is
          already included (in whole or in part) in the
          calculation of total Obligations or is paid or is
          otherwise satisfied, released or discharged in full
          or, to the relevant extent, in released or discharged
          in full or, to the relevant extent, in part;

      (2) any pre-petition trade claims in the aggregate of a
          creditor incurred in the ordinary course of business
          in an amount less than $10,000,000 that is paid in
          full with cash; and

      (3) any guarantee obligations of any of the Company
          entities should not be included if the primary
          obligation (in whole or in part) is already included
          in the calculation of the total Obligations.

      In no event, however, will the Transaction Fee be less
      than $7,000,000 if the Transaction Fee results from a
      Transaction and the Transaction is in relation to a
      transaction or series of transactions for (i) all or
      substantially all of the Debtors and its material
      subsidiaries or (ii) all or substantially all of the
      assets of the Debtors and its material subsidiaries.
      Notwithstanding anything to the contrary above, the
      payment of the Transaction Fee will be subject to the
      following limitations: (i) once a Transaction Fee is paid
      by the Company with regard to any indebtedness of the
      Company, no subsequent Transaction Fee will be payable
      with regard to such indebtedness; and (ii) no Transaction
      Fee will be payable with regard to indebtedness of the
      Company which is restructured, refinanced, acquired,
      assumed, satisfied, modified or amended in proceedings for
      liquidation of the Company unless that liquidation follows
      the sale or merger of any material part of the businesses
      or assets of the Company.

  (c) a DIP financing fee of 0.5% of the total facility size of
      any DIP financing provided by third party institutions,
      other than Barclays Bank plc and Westdeutsche Landesbank
      Girozetrale, and arranged by Blackstone, payable on
      approval of the DIP facility by final order of this Court
      (or a relevant court in a foreign jurisdiction) no longer
      subject to appeal, rehearing, reconsideration or petition
      for certiorari;

  (d) a capital raising fee of 4.0% of the gross cash proceeds
      received by the Company in connection with any transaction
      or series of transactions (excluding Transactions as
      defined in [b] above) whereby, directly or indirectly a
      third party or third parties provide financing for
      (including debt or equity capital, but exclusive of the
      DIP financing described in [c] above) the Debtors and/or
      their subsidiaries or affiliates, or any of their
      businesses or assets or any joint venture, incubator,
      operating company, collective investment or similar
      vehicle in which the Debtors or any of their subsidiaries
      or affiliates is a general partner, sponsor, investment
      manager or otherwise a material participant.  This is
      including, without limitation, through a sale or exchange
      of capital stock, options or assets, a merger,
      consolidation, re-capitalization or reorganization, the
      formation of a minority investment or partnership, or any
      similar transaction; and

  (e) reimbursement of all necessary and reasonable out-of-
      pocket expenses incurred during this engagement,
      including, but not limited to, travel and lodging, direct
      identifiable data processing and communication charges,
      courier services, working meals, reasonable fees and
      expenses of Blackstone's counsel and other necessary
      expenditures, payable upon rendition of invoices setting
      forth in reasonable detail the nature and amount of such
      expenses.  This is provided, however, that in the absence
      of the Debtors' prior written consent, which must not be
      unreasonably withheld, the Debtors will not be required
      to reimburse Blackstone for (i) the fees and expenses of
      its counsel in excess of $25,000 in the aggregate or (ii)
      any out-of-pocket expenses incurred by Blackstone in
      performing its engagement hereunder, including those of
      its counsel, in excess of $75,000 per calendar month.  In
      connection with this the Debtors will maintain a $50,000
      expense advance for which Blackstone will account upon
      termination of the engagement. (Flag Telecom Bankruptcy
      News, Issue No. 12; Bankruptcy Creditors' Service, Inc.,
      609/392-0900)


FLOWSERVE CORP: Posts Improved Financial Results for 2nd Quarter
----------------------------------------------------------------
Flowserve Corp., (NYSE:FLS) reported net income of 28 cents a
share in the second quarter of 2002, compared with 7 cents a
share in the year ago quarter.

Excluding special items, net income was 46 cents a share in the
second quarter of 2002, an increase of 31 percent compared with
the prior year period, and within the range of the company's
previously announced estimates.

                    Second Quarter Results

The company reported net income of $14.3 million in the second
quarter of 2002 compared with $2.6 million in the second quarter
of 2001.

Net income, excluding special items, was $24.1 million in the
second quarter of 2002, an increase of 31 percent compared with
$13.4 million in the prior year quarter.

In the second quarter of 2002, special items relate to the
company's May 2 acquisition of the Flow Control Division of
Invensys PLC. These include the following: integration and
restructuring expenses of $2.6 million; an extraordinary charge
of $6.3 million, net of tax, reflecting the write-off of
deferred financing and other related fees resulting from the
refinancing of the company's senior credit facility; and a
negative purchase accounting adjustment of $2.6 million
associated with the required write-up of inventory, which is
included in the cost of sales. Special items in 2001 include
integration expenses associated with the August 2000 acquisition
of Ingersoll-Dresser Pump Co.

Currency translation had an unfavorable impact of 12 percent on
earnings in the second quarter of 2002 due to the devaluation of
the Latin American currencies, despite strengthening of the euro
in June.

                    Operating Income Increases

Operating income, excluding special items, was $62.6 million in
the second quarter of 2002 compared with $52.1 million in the
prior year period. IFC contributed $10.2 million of operating
income, excluding special items, in the second quarter of 2002.
Second quarter 2002 operating margin, excluding special items,
was 10.6 percent compared with 11.2 percent in the year ago
period.

Results for the second quarter of 2002 primarily reflect
weakening in the quick turnaround business, particularly the
chemical and industrial sectors, specifically affecting
industrial pumps, manual valves and service. Furthermore,
quarterly revenues had a higher proportion of project business
compared with the prior year period. Project business generally
has thinner margins than other types of business. Currency
translation also had an unfavorable impact in the second quarter
of 5 percent on operating income. These unfavorable factors were
partially offset by the $4.7 million benefit of compliance with
SFAS 141 and 142.

Earnings before interest, taxes, depreciation and amortization,
excluding special items, (adjusted EBITDA) were $77.7 million in
the second quarter of 2002, an increase of 10 percent compared
with $70.8 million in the year ago quarter, and an increase of
42 percent compared with $54.4 million in the first quarter of
2002. IFC contributed $14.1 million of adjusted EBITDA during
the second quarter of 2002.

               Significant Cash Flow Improvement

Cash flow from operations was $49.2 million in the second
quarter of 2002, an increase of 67 percent compared with the
first quarter of 2002 and an improvement of $59.7 million
compared with the second quarter of 2001. Cash flow from
operations for the second quarter of 2002 benefited from a $23
million tax refund related to the treatment of net operating
loss carrybacks under the new U.S. tax laws.

Primarily as a result of the acquisition of IFC and currency
translation, working capital, excluding cash, increased $172.5
million in the second quarter of 2002 compared with the first
quarter of 2002. On a comparable operations basis, working
capital, excluding cash, increased $14.3 million. Receivables
and inventories each increased about 4 percent, primarily due to
currency translation, while payables declined 10 percent
primarily due to the timing of vendor invoices. Days sales
outstanding, on a comparable operations basis, improved 9
percent to 80 days in the second quarter of 2002 compared with
88 days in the first quarter of 2002.

Flowserve Chairman, President and Chief Executive Officer C.
Scott Greer said, "Despite greater than expected deterioration
in book-and-ship, or quick turnaround, business in chemical,
industrial and service, our results for the second quarter of
2002 aren't bad. They also reflect our focus on cash flow. The
plants serving these sectors continue to work down inventories
in spite of the overhead underabsorption that reduced their
operating income performance."

                       Leverage Improves

The company's net debt-to-capital ratio improved to 61.1 percent
at the end of the second quarter of 2002 from 70.0 percent at
the end of the first quarter, 71.3 percent at year end 2001, and
82.3 percent a year ago. Net debt was $1.20 billion at the end
of the second quarter of 2002 compared with net debt of $984.4
million at the end of the first quarter and $1.02 billion at the
end of 2001. This increase reflects the company's acquisition of
IFC, which was funded by refinancing certain existing debt and
issuing additional debt and equity.

                              Outlook

"Looking at our key end-markets, we see very much a mixed
picture," Greer said. "While petroleum and water look good,
other sectors cause us some concern. Project shipments for the
power business remain good due to our current backlog though
bookings for new projects have slowed, consistent with our
previous outlook. Service projects and upgrades for existing
power plants are down.

"Of particular concern is the deterioration of the quick-ship
business in the chemical and industrial sectors. At the
beginning of the year, we had expected this business to be flat
to slightly down for the year. During the second quarter,
bookings for this sector experienced double-digit year-over-year
declines. Considering the importance of this business to our
margins, this type of volume decline coupled with our planned
inventory reductions will make profit improvement difficult.

"While there has been an increase in the level of inquiries, we
don't foresee much in the way of real spending increases until
2003. As a result of the decline in chemical and industrial
bookings in the second quarter coupled with the resulting drop
in backlog, it is only prudent to estimate earnings per share,
excluding special items, in the range of 38 to 43 cents in the
third quarter of 2002 and $1.70 to $1.90 for the full year,"
Greer said.

Separately, the company said it has realigned its operating
segments beginning with the third quarter of 2002. Under this
new organization, the Flow Solutions Division will include Seals
only, with the company's pump and valve service businesses being
included as appropriate in the Flowserve Pump Division and Flow
Control Division.

"Bringing our service business under the mantle of our various
product groups will enable us to better align ourselves with our
customers' needs, leverage our relationships with those
customers, and take advantage of the natural synergies between
our service activities and our core businesses," Greer said. The
company said it will disclose historical segment information on
a comparable basis in conjunction with its future announcements
of quarterly financial results.

Flowserve Corp., is one of the world's leading providers of
industrial flow management services. Operating in 34 countries,
the company produces engineered and industrial pumps for the
process industries, precision mechanical seals, automated and
manual quarter-turn valves, control valves and valve actuators,
and provides a range of related flow management services.

                         *    *    *

As reported in the March 28, 2002 edition of Troubled Company
Reporter, Standard & Poor's affirmed Flowserve's BB- rating  due
to the company's higher financial risks.


FORMICA: Seeks Authority to Hire Mayer Brown as Special Counsel
---------------------------------------------------------------
Formica Corporation and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Southern District of New
York to retain and employ Mayer, Brown, Rowe & Maw as special
counsel with respect to intellectual property matters.

Although Mayer Brown was retained as an ordinary course
professional in Formica's bankruptcy cases, Mayer Brown's
average monthly service cost is approximately $52,000 and the
monthly fee and expense cap for ordinary course professionals is
$20,000.  The Debtors deem it necessary to retain Mayer Brown as
special counsel to ensure the protection of the their worldwide
intellectual property interests. This will allow Mayer Brown to
be compensated fairly for services rendered that have provided
substantial benefit to the Debtors' estates.

Currently, the Debtors have a portfolio of over 1,000 patents
and over 2,000 trademarks registered in countries around the
world. To maintain and preserve the going concern value, the
Debtors believe that it is necessary for Mayer Brown to continue
performing these services.

Mayer Brown will continue:

     a) performing patentability searches and opinions including
        analyzing prior art and advising the Debtors concerning
        the patentability of their investments;

     b) performing infringement and validity searches and
        opinions including, analyzing competitors patent and the
        prior art in a specific technical area and advising the
        Debtors concerning infringement and validity issues;

     c) preparing and filing patent applications both in the
        U.S. and abroad;

     d) analyzing office actions from U.S. and foreign patent
        offices and preparing and filing amendments to patent
        applications and arguments in support of patentability;

     e) performing trademark searches and rendering opinions
        concerning the registerability of a trademark and the
        business risk associated with use of a particular
        trademark;

     f) preparing the required documentation and payment of the
        fees required to maintain the Debtors' patent and
        trademark portfolio in the U.S. and abroad;

     g) preparing and filing trademark application both in the
        U.S. and foreign countries;

     h) analyzing office actions from U.S. and foreign trademark      
        offices and preparing and filing amendments and
        responses supporting registerability of the trademark;

     i) preparing and filing copyright applications; and

     j) counseling concerning general intellectual property
        issues.

The principal attorneys who will represent the Debtors in
connection with the intellectual property matters are:

     Michael O. Warnecke (partner)       $550 per hour
     Deborah Schavey Ruff (partner)      $425 per hour

The billing rates of other partners, associates, and paralegals
range from $400 to $120 per hour.

Formica, together with its debtor and non-debtor-affiliates is a
preeminent worldwide manufacturer and marketer of decorative
surfacing materials. The company filed for chapter 11 protection
on March 5, 2002. Alan B. Miller, Esq. and Stephen Karotkin,
Esq. at Weil, Gotshal & Manges LLP represent the Debtors in
their restructuring efforts. As of September 30, 2001, the
Company reported a consolidated assets of $858.8 million and
liabilities of $816.5 million.

Formica Corp.'s 10.875% bonds due 2009 (FORC09USR1), DebtTraders
says, are trading at 18.5. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=FORC09USR1


GENEVA STEEL: Gets Continued Access to Lenders' Cash Collateral
---------------------------------------------------------------
On July 17, 2002, Geneva Steel LLC, a wholly owned subsidiary of
Geneva Steel Holdings Corp. (OTC: GNVH), reached agreement with
its secured lenders for continued access to cash proceeds of
sales of inventory and collections of accounts receivable.
Access to cash pursuant to the agreement is subject to
compliance with several conditions, including the filing of a
guaranteed loan application by a qualified lender representing
the Company under the Emergency Steel Loan Guarantee Program by
August 1, 2002, and a budget for cash disbursements.

The use of cash collateral will terminate on the earlier of: (a)
August 15, 2002, if a guaranteed loan application is not
submitted by August 1, 2002, (b) if a guaranteed loan
application is submitted, 15 calendar days after the Government
Loan Guarantee Board provides written notice of its approval or
denial of an application or (c) an event of default under the
existing loan agreements.

The agreement also included additional conditions, including
obligations to provide certain information to the lenders and
allocations of proceeds of certain asset dispositions. Any
failure to satisfy these conditions may result in the
termination of the Company's access to cash, with the exception
of certain rights to pay accrued employee wages and benefits.
There can be no assurance that the Company will be able to
access cash under the agreement, that any available cash
proceeds will be sufficient to fund Geneva's activities, that an
application under the Emergency Steel Loan Guarantee Program
will be filed by August 1, 2002, or that the Company will be
able to reach any further agreement for access to cash
collateral or other capital, if any is available, after the
current agreement ends.

The Company is seeking a new $250 million term loan to repay its
existing term loan of approximately $108.4 million and to
finance the Company's electric arc furnace strategy and working
capital requirements. The Company continues to work with
potential lenders, including with respect to a possible
application under the Emergency Steel Loan Guarantee Program.
There can be no assurance that the Company will be successful in
obtaining a new term loan, that an application will be filed
under the Emergency Steel Loan Guarantee Program or that any
loan, if obtained, will be sufficient for the Company's needs.

Geneva Steel's steel mill is located in Vineyard, Utah. The
Company's facilities can produce steel plate, hot-rolled coil,
pipe and slabs for sale primarily in the western, central and
southeastern United States.


GEOWORKS CORP: Says Funds Enough to Meet Liquidity Requirements
---------------------------------------------------------------
Geoworks Corporation is a provider of leading-edge software
design and engineering services to the mobile and handheld
device industry. With nearly two decades of experience
developing operating systems, related applications and wireless
server technology, Geoworks has worked with many of the industry
leaders in mobile phones and mobile data applications. Its
creativity and software skills have been key components in the
development of some of the world's most innovative devices. Its
current strategic business plans are based on realizing the
value of this professional services organization. It currently
anticipates that its available funds will be sufficient to meet
projected needs for funding operations into the third quarter of
fiscal 2003. This projection is based on several factors and
assumptions, and is subject to numerous risks. Success will be
dependent on the Company's ability to capitalize on its
substantial experience in order to increase the size of its
professional services team and expand its customer base beyond
one primary customer in a challenging environment with limited
resources.

Geoworks has limited financial resources, a history of operating
losses and expects to continue to incur losses in the future.
Since inception, the Company has experienced negative cash flow
from operations and expects to experience negative cash flow
from operations for the next fiscal year. Geoworks, in currently
anticipating that its available funds will be sufficient to meet
projected needs for funding operations into the third quarter of
fiscal 2003 has based this projection on several factors and
assumptions, in particular that its professional services
contract levels remain stable or grow and that its customers
continue to pay on a timely basis, and is subject to numerous
risks. Future capital needs and liquidity will be highly
dependent upon a number of variables, including how successful
the Company is in realizing the value of its professional
services business, managing its operating expenses, selling the
AirBoss intellectual property and other legacy assets and how
successful it is in settling its contractual liabilities
resulting from the reorganization announced in January 2002.
Moreover, its efforts over the last several months to raise
funds through strategic transactions or through the sale of
AirBoss, its legacy assets or its professional services business
have been disappointing. As a result, any projections of future
cash needs and cash flows are subject to substantial
uncertainty. If available funds are insufficient to satisfy
liquidity requirements, the Company may be required to revise
its current operating plans, to enter into other forms of
strategic transactions, or to consider bankruptcy or
dissolution. These conditions raise substantial doubt about its
ability to continue as a going concern through the fiscal year
ending March 31, 2003.

Geoworks is currently dependent upon a single customer (Nokia)
for a significant portion of its revenue and the loss of this
customer or a significant reduction in the level of consulting
it provides to this customer could significantly harm Geoworks'
business.


GLOBAL CROSSING: Ready-Access(R) Achieves 74% Growth in Usage
-------------------------------------------------------------
Global Crossing announced that its flagship conferencing
service, Ready-Access(R) audio conferencing, has reported record
usage growth. Ready-Access usage for the first six months of
2002 surged 74 percent over the first six months of last year.
Most notably, usage grew a record 66 percent in May 2002,
compared to May 2001.

Ready-Access was the most widely used reservationless audio
conferencing service world wide in 2001. The recent surge in
usage should enable Ready-Access to retain its leadership
position.

The strong demand for Ready-Access among both new and current
customers can be attributed to several underlying factors,
including:

     -- The introduction of Global Crossing's Global 800 Ready-
Access service, which allows multi-national corporations to
cost-effectively utilize international "800" toll-free/free-
phone access in more than 60 countries;

     -- The re-launch of Global Crossing's wholesale
conferencing services -- more resellers are selling private-
label Ready-Access to their customers;

     -- The attractive price point and leadership position of
Ready-Access; and,

     -- The desire to maximize employee productivity and reduce
travel costs.

"The trend is clear -- companies today are looking for a way to
maximize employee productivity and improve communication with
customers and employees, all while cutting corporate costs and
travel expenses. Ready-Access audio conferencing enables
employees to interact with each other, customers and business
partners more efficiently, personally and cost-effectively,"
said John Legere, CEO of Global Crossing.

"The current rise in reservationless conferencing can be
attributed to a number of factors, most notably are the low cost
nature of on-demand conferencing and the highly influential
convenience factor," said David Alexander, a Frost & Sullivan
industry analyst. "For the next several years, we predict that
demand for reservationless conferencing solutions, like Global
Crossing's Ready-Access, will continue to expand rapidly and
will consume a majority of the minute usage and revenues for
audio conferencing service providers."

In addition to the growth in Ready-Access usage, Global Crossing
reported significant customer satisfaction gains in conferencing
services. The success rates of conference calls were 99.85
percent and 99.84 percent in March and April 2002 respectively.

Ready-Access, Global Crossing's flagship conferencing service,
puts the user in control of the audio conference. Each
chairperson is assigned a permanent phone number and a seven-
digit access code. Simple touch-tone commands are used to
control the meeting. Participants dial into the phone number and
enter an access code, allowing geographically dispersed people
to meet any time, anywhere. The chairperson can also use the
Ready-Access "Web Moderator" for point-and-click control of the
conference using a Web browser. eMeeting is available to share
documents, presentations and data, browse the Internet, or
demonstrate software instantly during the conference via the
Internet. Reservations are not needed, although operators are
always available to assist.

Global Crossing is a full conferencing solution provider
offering automated and operator-assisted audio conferencing
services, Web conferencing and comprehensive video conferencing
-- all backed by the industry's best redundancy protection and
disaster recovery systems. With offices and call centers located
across the globe, Global Crossing Conferencing is the market
leader and currently serves 60% of all Fortune 100 companies.

Ready-Access is a registered trademark of Global Crossing.

Global Crossing provides telecommunications solutions over the
world's first integrated global IP-based network, which reaches
27 countries and more than 200 major cities around the globe.
Global Crossing serves many of the world's largest corporations,
providing a full range of managed data and voice products and
services. Global Crossing operates throughout the Americas and
Europe, and provides services in Asia through its subsidiary,
Asia Global Crossing.

On January 28, 2002, Global Crossing and certain of its
affiliates (excluding Asia Global Crossing and its subsidiaries)
commenced Chapter 11 cases in the United States Bankruptcy Court
for the Southern District of New York and coordinated
proceedings in the Supreme Court of Bermuda. On the same date,
the Bermuda Court granted an order appointing joint provisional
liquidators with the power to oversee the continuation and
reorganization of the Bermuda-incorporated companies' businesses
under the control of their boards of directors and under the
supervision of the U.S. Bankruptcy Court and the Supreme Court
of Bermuda. On April 23, 2002, Global Crossing commenced a
Chapter 11 case in the United States Bankruptcy Court for the
Southern District of New York for its affiliate, GT UK, Ltd.
Global Crossing does not expect that any plan of reorganization,
if and when approved by the Bankruptcy Court, would include a
capital structure in which existing common or preferred equity
would retain any value.

Please visit http://www.globalcrossing.comor  
http://www.asiaglobalcrossing.comfor more information about  
Global Crossing and Asia Global Crossing.

Global Crossing Holdings Ltd.'s 9.625% bonds due 2008
(GBLX08USR1) are trading at 1.25, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GBLX08USR1
for real-time bond pricing.


GLOBAL CROSSING: Extends Auction Date to July 31, 2002
------------------------------------------------------
In accordance with the bidding procedures order originally
approved by the United States Bankruptcy Court for the Southern
District of New York, Global Crossing announced that it has
moved the date of the auction to determine the successful bidder
from July 24, 2002 to July 31, 2002. The auction will take place
at the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue,
New York, New York 10153. The auction hearing is currently
scheduled for August 7, 2002.

"We are extending the date of the auction in order to give the
company more time to review the investment proposals it has
received," said John Legere, chief executive officer of Global
Crossing.

Global Crossing provides telecommunications solutions over the
world's first integrated global IP-based network, which reaches
27 countries and more than 200 major cities around the globe.
Global Crossing serves many of the world's largest corporations,
providing a full range of managed data and voice products and
services. Global Crossing operates throughout the Americas and
Europe, and provides services in Asia through its subsidiary,
Asia Global Crossing.

On January 28, 2002, Global Crossing and certain of its
affiliates (excluding Asia Global Crossing and its subsidiaries)
commenced Chapter 11 cases in the United States Bankruptcy Court
for the Southern District of New York and coordinated
proceedings in the Supreme Court of Bermuda. On the same date,
the Bermuda Court granted an order appointing joint provisional
liquidators with the power to oversee the continuation and
reorganization of the Bermuda-incorporated companies' businesses
under the control of their boards of directors and under the
supervision of the U.S. Bankruptcy Court and the Supreme Court
of Bermuda. On April 23, 2002, Global Crossing commenced a
Chapter 11 case in the United States Bankruptcy Court for the
Southern District of New York for its affiliate, GT UK, Ltd.
Global Crossing does not expect that any plan of reorganization,
if and when approved by the Bankruptcy Court, would include a
capital structure in which existing common or preferred equity
would retain any value.

Please visit http://www.globalcrossing.comor  
http://www.asiaglobalcrossing.comfor more information about  
Global Crossing and Asia Global Crossing.


GOLDMAN INDUSTRIAL: DIP Financing Maturity Extended to Sept. 30
---------------------------------------------------------------
Goldman Industrial sought and obtained approval from the U.S.
Bankruptcy Court for the District of Delaware to enter into an
agreement extending the maturity of its debtor-in-possession
financing facility to September 30, 2002.  

The Court also approved an increase of the Debtors'
Professionals' carve-out to $724,000 and the Committee's
Professionals' carve-out to $126,000.

Goldman Industrial Group, Inc., with its affiliates, provide
metalworking machinery to manufacturers; marketing and selling
original equipment primarily to the aerospace, automotive,
computer, defense, medical, farm, construction, energy,
transportation and appliance industries. The Company filed for
chapter 11 protection on February 14, 2002. Victoria W.
Counihan, Esq., at Greenberg Traurig, LLP represents the Debtors
in their restructuring efforts.


HASBRO INC: Second Quarter Net Loss Widens to $26 Million
---------------------------------------------------------
Hasbro, Inc., (NYSE: HAS) reported results for its second
quarter ended June 30, 2002. Worldwide net revenues were $546.0
million, up 7% from $511.0 million a year ago. Operating profits
were $14.0 million, compared to a loss of $41 thousand last
year. The net loss for the quarter was $25.9 million, compared
to a loss of $18.3 million last year. The results include a non-
cash, after-tax charge of $28.6 million related to a decline in
the value of the Company's investment in Infogrames
Entertainment SA.

The Company also recorded a non-cash charge as a cumulative
effect of a change in accounting principle related to the
adoption of FAS 142 "Goodwill and Other Intangibles," as
detailed later in the release. The Company reported second
quarter Earnings Before Interest, Taxes, Depreciation and
Amortization (EBITDA) of $60.1 million, compared to $51.3
million in 2001.

For the first half, worldwide net revenues were $998.3 million,
compared to $974.3 million a year ago. Net loss, before a change
in accounting principle, in the first half was $42.9 million,
compared to a loss, before a change in accounting principle, of
$42.3 million. First half EBITDA was $92.1 million, compared to
$85.8 million last year.

"We are particularly gratified to see the strong increase in
revenue and the improvement in operating profit this quarter.
Hasbro enters the second half of the year well positioned and on
track to achieve our financial goals for the year," said Alan G.
Hassenfeld, Chairman and Chief Executive Officer.

"Quarterly revenue growth was driven in part by an 18% year-
over-year increase in the Company's U.S. Toys segment, led by
strong product lines including TRANSFORMERS, G.I. JOE, STAR
WARS, PLAYSKOOL, NERF and ZOIDS," continued Hassenfeld.

"We are enthusiastic about the second half of the year because
we have some great new products, augmenting what we believe to
be an already strong product line. We will be supporting the
line with promotional programs throughout the fall and holiday
season. Going forward, we continue to be focused on growing and
leveraging our core brands, which are our most important asset
in terms of building shareholder value, as well as our continued
focus on expense reductions and our balance sheet," concluded
Hassenfeld.

In the U.S. Toys segment, revenues increased in the quarter and
the segment was profitable compared to a loss in the prior year.
International segment revenue for the quarter also increased and
the segment pre-tax loss improved year over year. The Games
segment revenue declined for the quarter, primarily due to a
reduction in licensed trading card games, offsetting an increase
in board game shipments. Retail sales data from our top five
accounts indicate that the traditional board games business is
continuing to perform well. In addition, the Games segment was
profitable for the quarter, although not quite as profitable as
in the comparable period last year.

"We are pleased with the progress we have made this year in
implementing key strategic initiatives as we further align our
businesses and run them more efficiently," said Alfred J.
Verrecchia, President and Chief Operating Officer. "Our strategy
of focusing on cost reductions, cash management and growing our
core brands is generating results, laying the foundation for our
continued success."

As mentioned previously in the release, the Company had a non-
cash charge in the second quarter related to an investment in
Infogrames Entertainment SA, which was acquired as a result of
the sale of Hasbro Interactive and Games.com. The net proceeds
from the sale included approximately 2.9 million shares of
Infogrames Entertainment SA common stock. Based on the decline
in Infogrames Entertainment SA stock, the Company has written
down the investment by $28.6 million after-tax.

"When we sold Hasbro Interactive and Games.com we eliminated a
business that incurred significant operating losses for Hasbro.
Although we are disappointed in the stock price performance of
Infogrames Entertainment SA, we believe they are a good
strategic long-term partner that will bring value to our brands
in the digital world. In addition, they are providing a
guaranteed royalty income stream to Hasbro over the next 14
years," concluded Verrecchia.

The Company recorded a $245.7 million, net of tax non-cash
charge as a cumulative effect of a change in accounting
principle related to the adoption of FAS 142 "Goodwill and Other
Intangibles." FAS 142 requires that goodwill and intangible
assets with indefinite lives be tested for impairment annually
rather than amortized over time. The impaired goodwill is
entirely related to the U.S. Toys Segment. This charge is being
made retroactively to the beginning of the year and will impact
year to date results. Amortization of goodwill and intangible
assets with indefinite lives in the second quarter of 2001
amounted to $12.7 million. The elimination of this amortization
and its related tax effect would have resulted in a net loss of
$10.4 million in the second quarter of 2001.

Hasbro is a worldwide leader in children's and family leisure
time and entertainment products and services, including the
design, manufacture and marketing of games and toys ranging from
traditional to high-tech. Both internationally and in the U.S.,
its PLAYSKOOL, TONKA, SUPER SOAKER, MILTON BRADLEY, PARKER
BROTHERS, TIGER and WIZARDS OF THE COAST brands and products
provide the highest quality and most recognizable play
experiences in the world.

                        *   *   *

As previously reported, Fitch Ratings affirmed Hasbro, Inc.'s
'BB' senior unsecured debt rating. In addition, the company's
new $380 million secured bank credit facility was rated 'BB+'.
The new facility, which replaced its previous 'BB+' rated
$650 million facility, continues to be secured by receivables,
inventories and intellectual property. As of December 31, 2001,
Hasbro had total debt outstanding of approximately $1.2 billion.
The Rating Outlook remains Negative.

The ratings reflect the company's strong market presence and its
diverse portfolio of brands balanced against the cyclical and
shifting nature of the toy industry. The ratings also consider
the challenges the company continues to face in refocusing its
strategy on its core brands and its weak financial profile. The
Negative Outlook reflects uncertainty as to the company's
ability to successfully execute its strategy and its ability to
achieve revenue targets for its core brands as well as Star Wars
in 2002.


HECLA MINING: Wins Shareholders' Nod for Proposed Stock Plans
-------------------------------------------------------------
By an overwhelming margin, Hecla Mining Company (NYSE:HL)
(NYSE:HL-PrB) shareholders approved three proposals submitted to
them in the 2002 proxy statement.

The May 10, 2002, annual meeting of shareholders had been
adjourned until Thursday last week for the purpose of meeting
New York Stock Exchange rules requiring that a majority of
outstanding common shares be voted on the proposals. A majority
of the shareholders voting were in favor of an amendment to the
existing 1995 Stock Incentive Plan, an amendment to the
Corporation's existing Stock Plan for Nonemployee Directors and
an adoption of a Key Employee Deferred Compensation Plan.
Approximately 73% of the shares present at the meeting were
voted in favor of the three proposals. About 39.5 million shares
were voted, representing more than 53% of the outstanding
shares. No further action was taken at the meeting and the 2002
annual meeting of shareholders was closed.

                          NYSE News

Hecla has been notified by the New York Stock Exchange that the
company's average stock price was above the NYSE's minimum
requirement of $1.00 over a 30-day trading period, and therefore
is viewed as "in good standing" with the NYSE. In December 2001,
Hecla's stock had fallen below the minimum share price
requirement, and a 30-day trading period ending June 26, 2002,
was set as the target for Hecla's stock to reach an average of
over $1.00 per share. The company met and exceeded that goal,
attaining an average closing price during the period of $4.23.

Hecla Mining Company, headquartered in Coeur d'Alene, Idaho,
mines and processes silver and gold in the United States,
Venezuela and Mexico. A 111-year-old company, Hecla has long
been well known in the mining world and financial markets as a
primary silver producer. Hecla's common and preferred shares are
traded on the New York Stock Exchange under the symbols HL and
HL-PrB.

                         *   *   *

As reported in the June 13, 2002 edition of Troubled Company
Reporter, Standard & Poor's revised its outlook on Hecla
Mining Co., to positive from negative based on the company's
improved cost position.

Standard & Poor's said that its ratings on the company,
including its triple-'C'-plus corporate credit rating, were
affirmed. Standard & Poor's preferred stock rating on Hecla
remains at 'D', as the company is not current on its dividends.
Hecla, headquartered in Coeur d'Alene, Idaho, has about $19
million in total debt.

"The company's profitability has improved due to its recent
investments in lower cost mines, improved gold and silver
prices, and favorable exploration results", said Standard &
Poor's credit analyst Paul Vastola. "If sustained, these
improvements should strengthen Hecla's weak financial profile".


INTERLIANT INC: Running Short of Funds to Continue Operations
-------------------------------------------------------------
Interliant, Inc. (OTCBB: INIT), said that, based on its recently
revised business plan and the assumptions on which it is based,
it does not have sufficient cash to fund its operations beyond
the end of the third calendar quarter of 2002.

The Company pointed to a number of reasons for the shortfall in
cash resources from that which it forecasted in the Management's
Discussion and Analysis section of its Form 10-Q for Q1/2002,
which it filed with the Securities and Exchange Commission on
May 15, 2002. One of the principal reasons is that the Company's
revenue projections have been adversely impacted by the
continued weakening of market conditions since the Company filed
its Form 10-Q for Q1/2002. Another principal reason was the
delay in the sale of one of its business divisions. Based on
current information, even assuming a sale occurs, the proceeds
will be significantly lower than assumed and the Company is not
likely to receive such proceeds by July 31, 2002. A third
principal reason was a delay in the receipt of contingent
consideration from a 2001 asset sale, a substantial portion of
which the Company expected to receive by June 30, 2002. While
the Company believes it will receive all of the contingent
consideration it is due from this sale, there is no assurance
that it will equal the previously anticipated amount.

The Company is currently considering all available options and
has engaged Traxi, LLC as its financial advisor to assist in
exploring strategic alternatives, including further financial
and operating restructuring, filing for protection under the
bankruptcy code or completing some other corporate transaction.

For information about Interliant, visit
http://www.interliant.com


KASPER ASL: Asks Court to Fix September 3, 2002 Claims Bar Date
---------------------------------------------------------------
Kasper ASL, Ltd., and its debtor-affiliates asks the U.S.
Bankruptcy Court for the Southern District of New York to fix
September 3, 2002, as the Claims Bar Date by which all creditors
must file proofs of claims or be forever barred from asserting a
claim.

The Debtors point out that fixing the proposed Bar Date will
enable them to receive, process and begin their analysis of
creditors' claims in a timely and efficient manner.  The Debtors
believe that that the proposed Bar Date will give all creditors
ample opportunity to prepare and file proofs of claim.

Proofs of Claim must be received on or before 5:00 p.m. of the
Proposed Claims Bar Date by the court-approved claims agent,
Bankruptcy Services LLC at:

          United States Bankruptcy Court
          Southern District of New York
          Kasper Claims Docketing Center
          Bowling Green Station
          P.O. Box 5103, New York
          New York 10274-5103

Proofs of claim are not required on account of:

     a) claims already properly filed with the Court

     b) claims listed, and not described in the Schedules as
        "disputed," "contingent," or "unliquidated,"

     c) administrative expense claims of the Debtors' chapter 11
        cases;

     d) claims already paid in full by any of the Debtors;

     e) employees' claims for indemnification, contribution,
        subrogation or reimbursement;

     f) claims arising out of or based solely upon an equity
        interest in the Debtors;

     g) claims previously allowed by the Court;

     h) claims against the Debtors' non-debtor affiliates; and

     i) claims for the repayment of principal, interest, and/or
        other applicable fees and charges under any bond or note           
        issued by the Debtors.

Kasper A.S.L., Ltd., one of the leading women's branded apparel
companies in the United States filed for chapter 11 protection
on February 05, 2002.  Alan B. Miller, Esq., at Weil, Gotshal &
Manges, LLP represents the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $308,761,000 in assets and $255,157,000 in
debts.


KMART CORP: Taps Erwin Katz Ltd. as Judgment Claims Mediator
------------------------------------------------------------
J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom,
in Chicago, Illinois, relates that Kmart Corporation was a
defendant in 3,500 personal injury actions nationwide.  The
Debtors also received 16,500 more notices of other potential
personal injury claims. As of the Petition Date, 80 personal
injury claimants filed motions asking for modification of the
automatic stay to pursue their claims in other forums.  "The
Debtors estimate that the overwhelming majority of all personal
injury claims will be allowed in amounts less than $50,000," Mr.
Ivester says.

Under the Claims Resolution Procedures, those personal injury
claimants who held judgments against the Debtors as of the
Petition Date will be subject to mediation starting August 1,
2002 and ending no later than October 31, 2002, unless the
parties otherwise agree.  There are 45 Judgment Claimants whose
claims must be mediated during this time period.

This is where Erwin I. Katz Limited enters the scene, according
to Mr. Ivester.  The Debtors seek the Court's authority to
employ Katz to serve as mediation administrator and mediator for
these Judgment Claims.

Mr. Ivester tells the Court that the Debtors will assess their
mediation and arbitration needs with respect to all other
personal injury claimants after the July 31, 2002 bar date in
these cases.  The Debtors anticipate filing an amended or
supplemental application to retain mediators and arbitrators
later this year or in early 2003.

Erwin Katz really needs no introduction to the Bankruptcy Court
in Chicago -- he served as a bankruptcy court judge in the
Northern District of Illinois for over 14 years.  During this
time, Mr. Ivester recalls, Mr. Katz has been intimately involved
in developing settlement conference, mediation, arbitration, and
other alternative dispute resolution procedures in numerous
cases in this Court, as well as for other federal courts, and by
serving as the "neutral" in hundreds of other cases.

In addition, Mr. Ivester continues, Mr. Katz has been certified
as a mediator by the Dispute Resolution Institute of De Paul
University in Chicago, Illinois, and in Advanced Mediation by
the Center for Dispute Resolution in Washington, D.C.  "Mr. Katz
is also an Adjunct Professor at De Paul University Law School,
where he teaches mediation," Mr. Ivester says.  Mr. Katz has
taught and created programs in mediation training for the
Federal Judicial Center.  Mr. Katz also lectured and appeared in
numerous panels before judges, mediators and lawyers.  Moreover,
Mr. Katz is a member of the Board of Directors of the Chicago
Chapter of the Association for Conflict Resolution, and is a
member of a special task force for the national organization of
ACR.

Furthermore, Mr. Katz is the contributing author of the federal
courts chapter of the publication by the Illinois Institute for
Continuing Legal Education on Alternate Dispute Resolution.  He
is co-chair of the ADR subcommittee of the American Bankruptcy
Institute.  "As a sitting Judge, Mr. Katz was Director of the
ADR program of this Court, a member of the ADR committee for the
District Court, and coordinator of the joint settlement program
of the District Court and the Bankruptcy Court," Mr. Ivester
recounts.  Mr. Katz also created and administered the mediation
program in the Chicago Food Group case and was the mediator and
administrator for the series of mediations in the Circle Fine
Arts case.

Indeed, Mr. Ivester asserts, Mr. Katz satisfies the requirements
of the Claims Resolution Procedure with flying colors.

Pursuant to the Claims Resolution Procedures, Mr. Katz will fill
two key roles:

    (1) administer the mediation process for the Judgment
        Claims; and

    (2) serve as mediator in certain larger and more complex
        mediations as may be requested by the parties.

In administering the mediation process, Mr. Katz will appoint
individual mediators in each case in his sole discretion with
the Debtors' input and advice, provided that there shall be a
preference for mediators located in and around the Detroit,
Michigan metropolitan area in order to reduce expenses to the
estate.  "This is consistent with the Claims Resolution
Procedures insofar as mediations are generally to be conducted
in Troy, Michigan, where the Debtors' headquarters are located,"
Mr. Ivester notes.  Furthermore, Mr. Katz will also work with
personnel from Kmart and Kmart's third-party claims
administrator, Sedgwick Claims Management Services, in
coordinating the scheduling of all mediations, tracking their
progress, and reporting to the Court on the status and progress
of implementation of the Claims Resolution Procedures, including
at the omnibus hearing scheduled for October 2002.

Mr. Ivester explains that some of Kmart's larger and more
complex Judgment Claims will need the extensive judicial and
mediation experience of Mr. Katz, including those cases that:

    (a) involve difficult questions of liability, that raise
        inter-related non-tort issues, or

    (b) have been subject of protracted and difficult
        litigation.

The Debtors have agreed to compensate Mr. Katz at a rate equal
to:

    (1) $4,000 per day, plus expenses, for his services as
        mediator for mediations that take place in Chicago,
        Illinois;

    (2) $5,000 per day, plus expenses, for his services as
        mediator for mediations that take place in locations
        other than Chicago, Illinois; and

    (3) $500 per hour for all other hourly services, including
        as mediation administrator and preparation for
        mediations.

Mr. Katz will also receive a $5,000 retainer.

Mr. Katz will be available this morning, July 24, 2002,
beginning at 9:00 a.m. at the offices of Skadden, Arps, Slate,
Meagher & Flom located at 333 West Wacker Drive, Suite 2100 in
Chicago, Illinois, to meet with representatives of Judgment
Claimants.  Interested Claimants should contact Mr. T. Anthony
Jaye at (312) 407-0844 or be at Skadden Arps office located on
the 19th Floor.

In his affidavit, Mr. Katz swears he does not have any
connection with the Debtors, their creditors, or any other party
in interest, or their respective attorneys or accountants.  "I
am a 'disinterested person' as defined by Section 101(14) of the
Bankruptcy Code and I do not hold or represent an interest
adverse to the estates," Mr. Katz assures Judge Sonderby.

However, Mr. Katz discloses that he and his wife jointly own
$10,000 face amount of those certain Kmart 12.5% debentures due
March 2005.  "As a condition to this engagement, however, we
have agreed to dispose of the Bonds either through deposit into
a blind trust or through a transfer to a family member who is
not a member of my household," Mr. Katz informs the Court.
(Kmart Bankruptcy News, Issue No. 28; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


KMART CORP: Seeks Approval to Assume Route 66 License Agreement
---------------------------------------------------------------
Kmart Corporation, and its debtor-affiliates seek the Court's
authority to assume a License Agreement with Route 66 LP.  The
License Agreement allows Kmart to use the ROUTE 66 trademark,
together with certain related intangible intellectual property,
in the development and sale of apparel and sunglasses, excluding
clothing and accessories made out of leather.  The License
Agreement will expire on April 30, 2006.  Kmart's exclusive
license covers the United States of America, Puerto Rico and the
U.S. Virgin Islands.

In return, Kmart pays Route 66 a percentage of the F.O.B cost of
any License Product.  Route 66 also receives an annual minimum
royalty.

According to J. Eric Ivester, Esq., at Skadden, Arps, Slate,
Meagher & Flom, in Chicago, Illinois, when Kmart assumes the
License Agreement, it will immediately pay an outstanding
$2,623,316 prepetition royalty payment.

The Route 66 line of products, Mr. Ivester tells the Court,
represents a cross-divisional brand offering trend casual
clothing and is critical to the Debtors' ongoing business.  "The
brand has unique strengths and the products address the most
current fashion trends and fits," Mr. Ivester observes.

Mr. Ivester informs Judge Sonderby that Kmart has a
merchandising team devoted exclusively to the promotion of the
Route 66 brand. Route 66 has line and product approval prior to
production. Kmart submits all packaging material to Route 66 for
approval.  Mr. Ivester reports that the Licensed Products
consistently produce high sales volume.  Route 66 brand products
sales in 2001 generated $884,000,000 in sales and $265,000,000
in gross margin. Currently, Mr. Ivester says, Route 66 Products
sales account for 12% of Kmart's total apparel sales and enhance
Kmart's liquidity, and thus, its opportunity for a successful
reorganization. "Kmart must be allowed to continue this
arrangement because Route 66 Products are an integral part of
its core business and attract a wide customer base," Mr. Ivester
asserts.

The Debtors believe that focusing the merchandising and
marketing approach on quality name brands will build customer
loyalty and increase shopping frequency.  "Kmart intends to
accomplish this goal by continuing its profitable relationship
with certain popular national brands, like Route 66," Mr.
Ivester says. (Kmart Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

Kmart Corp.'s 9.0% bonds due 2003 (KM03USR6), DebtTraders
reports, are trading at 30 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KM03USR6for  
real-time bond pricing.


LAIDLAW INC: Canadian Court Extends CCAA Protection to Oct. 31
--------------------------------------------------------------
For the second time, Mr. Justice Farley extends Laidlaw Inc.'s
Stay Period under the Companies' Creditors Arrangement Act, the
Canada Business Corporations Act and the Ontario Business
Corporations Act to October 31, 2002.  All the terms and
conditions of the original order dated June 28, 2001 shall
remain in full force and effect. (Laidlaw Bankruptcy News, Issue
No. 20; Bankruptcy Creditors' Service, Inc., 609/392-0900)  


MALAN REALTY: Completes Sale of Pine Ridge Plaza for $14 Million
----------------------------------------------------------------
Malan Realty Investors, Inc. (NYSE: MAL), a self-administered
real estate investment trust (REIT), has completed the sale of
Pine Ridge Plaza, a 250,533 square-foot shopping center in
Lawrence, Kansas. The property, which is anchored by Kmart,
Kohl's and Old Navy, was acquired by Pine Ridge Plaza, LLC of
Shawnee Mission, Kansas for $13.85 million. Proceeds from the
sale will be used to repay debt.

Malan also announced it has reached an agreement modifying the
terms of sale for several Kmart-anchored shopping centers with
Hutensky Capital Partners, LLC of Hartford, Connecticut. The
number of properties has been reduced to four from eleven, and
the purchase price has been adjusted to $14.8 million from $42.0
million. The four properties -- Sherwood Plaza in Springfield,
Illinois; Kmart Plaza in Salina, Kansas; South City Center in
Wichita, Kansas; and Kmart Plaza in Jefferson City, Missouri --
consist of 467,685 square feet of gross leasable area. The
company expects the transaction will close on or about August 5,
2002.

During its due diligence process, the Hutensky group raised
questions on environmental issues at several of the remaining
seven properties in the original agreement involving residual
contamination from underground storage tanks removed from the
properties several years ago or from solvents used by dry
cleaners. Malan is in the process of assessing the extent of
contamination, the potential costs of any required remediation
and the viability of indemnification from third parties.

"These properties remain attractive acquisition options, with
most of them located in the Chicago and Milwaukee areas," said
Jeffrey Lewis, president and chief executive officer of Malan
Realty Investors. "Once we address and resolve the impact of any
environmental issues, we expect to find interest from a number
of parties as we re-market these properties."

Malan Realty Investors, Inc., owns and manages properties that
are leased primarily to national and regional retail companies.
The company owns a portfolio of 56 properties located in nine
states that contains an aggregate of approximately 5.1 million
square feet of gross leasable area.

                         *    *    *

As reported in Troubled Company Reporter's June 24, 2002,
edition, Malan Realty Investors, Inc., filed its preliminary
proxy statement with the Securities and Exchange Commission in
connection with its annual meeting of shareholders, tentatively
scheduled for August 28, 2002 at the Community House in
Birmingham, Michigan at 10:00 a.m. EDT.  Included in the items
for shareholder approval is a plan of complete liquidation of
the company.

On March 19, 2002, the board of directors voted to recommend a
plan of liquidation to Malan's shareholders. The plan, which was
approved by the board in June 2002, provides for the orderly
sale of assets for cash or such other form of consideration as
may be conveniently distributed to shareholders, payment of or
establishing reserves for the payment of liabilities and
expenses, distribution of net proceeds of the liquidation to
common shareholders, and wind up of operations and dissolution
of the company. The board believes that net proceeds to
shareholders will range from $4.75 to $8.50 per share, dependent
upon successful execution of the plan.


MYRIENT: Initiates Debt Restructuring Discussions with Creditors
----------------------------------------------------------------
Myrient (OTC: MYNT) an outsourced IT solutions provider,
reported financial results for its fiscal 2002 third quarter
ended May 31 2002.

"Myrient is at a critical juncture in its path to becoming a
healthy company. We have focused all of our available resources
on restructuring the debt that overshadows our balance sheet,
and we have begun to make progress", said Bryan L. Turbow,
President and Chief Technology Officer, Myrient. "We are using
this period of flux in our industry to our advantage by
negotiating with our creditors in order to reduce our debt load
to a manageable level. During the interim, we are shedding low
margin business and costs that contribute to our cash burn, and
have centered our efforts to attract higher margin business."

                       Financial Update

Net sales decreased $1,238,744 to $2,543,567 for the three
months ended May 31, 2002 from $3,782,311 for the three months
ended May 31, 2001 including a non-recurring increase in revenue
of $2,180,326 resulting from the sale of Customer Premises
Equipment (CPE). The company reported a net loss for the three-
month period ended May 31, 2002 of $3,581,403 or $0.07 per
share, primarily due to a one-time loss on impairment of fixed
assets for equipment that is no longer being used in the course
of business, and a one-time reserve for bad debt related to DSL
based operations that the company no longer services, which
accounted for approximately 87% of the total net loss for the
quarter.

                     Additional Highlights  

Myrient reported that subsequent to the end of the fiscal
quarter ending May 31, 2002, that it had negotiated a settlement
with a IT consulting firm that will result in approximately
$450,000 that will be recognized as an extraordinary gain on
debt extinguishment in the Company's year-end financial reports.
Myrient expects to be successful in its attempt to further
reduce its debt substantially through aggressive negotiations
with its creditors, and has been successful with the creditors
that it has negotiated with thus far and expects to continue
this trend.

Myrient reported that Bryan L. Turbow, its President and Chief
Technology officer purchased approximately $600,000 in common
stock.

Myrient is an Outsourced IT solutions provider that enables
customers to outsource all of their IT infrastructure needs,
while ensuring the highest level of security and reliability.
Myrient offers unparalleled value through proprietary network
design and enabling technologies, which efficiently leverage its
partners' network capacity. Founded on principles of integrity
and excellence, Myrient has developed a reputation for
uncompromised quality and service. By focusing on solving real
business problems, Myrient's success is dependent on helping
clients become more successful.


NTL TRIANGLE: Needs to Stem Losses to Meet Current Obligations
--------------------------------------------------------------
On May 8, 2002, NTL Incorporated, NTL (Delaware), Inc., NTL
Communications Corp., Diamond Cable Communications Limited,
Diamond Holdings Limited and Communications Cable Funding Corp.
filed an arranged joint reorganization plan under Chapter 11 of
the United States Bankruptcy Code (referred to as the proposed
recapitalization plan).  

NTL Triangle and NTL's operating subsidiaries were not included
in the Chapter 11 filing.  Toward the end of 2001, while NTL
continued to have sufficient liquidity to meet its near term
obligations, it recognized the negative impact of the collapsing
European and U.S. telecommunications markets on its ability to
service its debt.  Accordingly, NTL began to implement a
strategy to preserve and maximize its enterprise value. This
strategy included the implementation of cost-cutting measures
and the commencement of discussions with certain third parties
regarding strategic alternatives for NTL's business.

The Company historically incurred operating losses and negative
operating cash flow. In addition, the Company has required
significant amounts of capital to finance construction of its
networks, connection of customers to the networks, other capital
expenditures and for working capital needs including debt
service requirements. The Company historically met these
liquidity requirements through issuances of high-yield debt
securities in the capital markets and equity contributions and
loans from NTL Communications Corp.  Both the equity and debt
capital markets have recently experienced periods of significant
volatility, particularly for securities issued by
telecommunications and technology companies. The ability of
telecommunications companies to access those markets as well as
their ability to obtain financing provided by bank lenders and
equipment suppliers has become more restricted and financing
costs have increased. During some recent periods, the capital
markets have been largely unavailable to new issues of
securities by telecommunications companies. NTL Incorporated's
public equity is no longer trading on the New York Stock
Exchange, and NTL's public debt securities are trading at or
near all time lows. These factors, together with NTL's
substantial leverage, means the Company does not currently have
access to its historic sources of capital.
  
In addition, NTL's UK credit facilities are fully drawn. The
revolving tranche of the Cablecom credit facility has been
capped at its utilized amount of CHF 1,055.0 million although
the availability may be increased with the consent of the
requisite majority of the lenders under that facility. The term
tranche of the Cablecom credit facility is fully drawn. NTL
Communications Corp., a wholly-owned subsidiary of NTL
Incorporated, did not pay cash interest on certain series of its
notes that was due on April 1, 2002, April 15, 2002 and May 15,
2002. NTL Incorporated and NTL (Delaware), Inc., a wholly-owned
subsidiary of NTL Incorporated, also did not pay cash interest
and related fees on a series of their notes that was due on
April 15, 2002. In accordance with the proposed recapitalization
plan, NTL does not plan to make future interest payments on its
outstanding publicly traded notes except notes issued by NTL
Triangle and Diamond Holdings Limited.

As of March 31, 2002, NTL Triangle had approximately 45.7
million in cash and cash equivalents. NTL Triangle may require
additional cash in the twelve months from April 1, 2002 to March
31, 2003. NTL Incorporated expects to obtain a DIP Facility to
meet the potential cash requirements of it and its subsidiaries,
excluding Cablecom. NTL Incorporated also expects that the DIP
Facility will be replaced with an exit facility for NTL
Communications Corp., and its subsidiaries, including NTL
Triangle, upon the completion of the reorganization process.
Management of NTL Triangle believes that cash and cash
equivalents at March 31, 2002 and the cash expected to be
available from the DIP Facility and the exit facility will be
sufficient for its and its subsidiaries cash requirements during
the twelve months from April 1, 2002 to March 31, 2003.

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

Under the proposed recapitalization plan, NTL would be split
into two companies, one tentatively called NTL UK and Ireland
and holding substantially all of NTL's UK and Ireland assets,
and one tentatively called NTL Euroco and holding substantially
all of NTL's continental European and
other assets.

NTL has substantial interest payment obligations under its
existing indebtedness. NTL Communications Corp., did not make
scheduled interest payments due April 1, 2002, in the aggregate
amount of $74.2 million, in respect of its 9-1/2% notes due
2008, 11-1/2% notes due 2008 and 11-7/8% notes due 2010. NTL
Communications Corp. also did not make interest payments falling
due on April 15, 2002, totaling $17.7 million, in respect of the
12-3/4% Senior Deferred Coupon Notes due 2005 and NTL
Incorporated and NTL (Delaware), Inc., did not make interest
payments and payment of related fees falling due on April 15,
2002, totaling $2.5 million, in respect of their 5-3/4%
Convertible Subordinated Notes due 2011. In addition, NTL
Communications Corp. did not make the scheduled interest
payments due May 15, 2002 in the aggregate amount of $65.0
million, in respect of its 9-1/4% notes due 2006, 6-3/4% notes
due 2008 and 9-7/8% notes due 2009. Interest payments of $18.9
million were made, when due, on April 2, 2002 in respect of
Diamond Cable Communications 13.25% senior discount notes due
2004.  As stated above, in accordance with the proposed
recapitalization plan, NTL does not plan to make future interest
payments on its outstanding publicly traded notes except notes
issued by NTL Triangle and Diamond Holdings Limited.

Revenue for the three months ended March 31, 2002 and 2001 was
47.1 million, and 42.0 million, respectively, representing an
increase of 12.1%. The increase in revenue was due to price
increases and upselling new services to customers. The increase
was partially offset by a reduction in the customer base due to
disconnects and a reduction in sales activity.

Operating costs (including network expenses) for the three
months ended March 31, 2002 and 2001 was 22.7 million, and 19.6
million, respectively, representing an increase of 15.9%. The
increase in operating costs are a result of increased
interconnection and television programming costs. Operating
costs include certain costs which are charged by a subsidiary of
NTL for the provision of network services and support, the use
of NTL's national backbone telephony network for carriage of the
Company's telephony traffic, as well as the provision of
technical infrastructure and network capacity by NTL for the
Company's subscription free Internet service. In the three
months ended March 31, 2002 and 2001, these charges were 6.8
million and 5.0 million, respectively. The increase in these
charges is primarily due to the ongoing operating integration of
the Company with the rest of NTL, as well as the introduction of
the Internet service.

Selling, general and administrative expenses for the three
months ended March 31, 2002 and 2001 were 16.2 million and 22.9
million, respectively, representing a decrease of 29.1%. The
reduction in selling, general and administrative expenses is
primarily a result of the continued progress NTL has made in
improving efficiencies and reducing costs. Selling, general and  
dministrative expenses include certain costs which are charged
by a subsidiary of NTL for the provision of corporate services,
including finance, legal, human resources and facility services,
and for the provision of IT services, including the Company's
use of the related IT equipment. These charges were 10.3 million
and 11.0 million in the three months ended March 31, 2002 and
2001, respectively.

DEreciation and amortization expense for three months ended
March 31, 2002 and 2001 was 15.3 million and 24.9 million,
respectively, representing a decrease of 9.7 million. The
Company adopted SFAS No.142 on January 1, 2002, which ended the
amortization of goodwill and other indefinite lived intangible
assets. Depreciation and amortization expense in the three
months ended March 31, 2001, after deducting the amortization of
goodwill and other indefinite lived intangible assets of 7.6
million, would have been 17.3 million. The decrease in 2002 as
compared to 2001 as adjusted is primarily due to an increase in
fully depreciated telecommunications and cable television
equipment.

Other charges in 2002 are for restructuring costs consisting of
employee severance and related costs of 1.1 million incurred by
Cablelink for 55 employees.

Interest expense was 10.2 million and 9.8 million for the three
months ended March 31, 2002 and 2001, respectively, representing
an increase of $411,000.

Interest expense to affiliate was $750,000 and $538,000 for the
three months ended March 31, 2002 and 2001, respectively, due to
increased borrowings since March 31, 2001.

Investment income was $384,000 and $119,000 for the three months
ended March 31, 2002 and 2001, respectively, representing an
increase of $265,000. The increase is primarily attributable to
increases in the average cash balances available for investment
in 2002 as compared to the same period in 2001.

Exchange losses were 7.4 million and 19.2 million for the three
months ended March 31, 2002 and 2001, respectively. The change
is primarily attributable to fluctuations in the valuation of
the UK Pound Sterling on the 2007 Discount Debentures, which are
denominated in US dollars. The Company's results of operations
will continue to be affected by exchange rate fluctuations.

The Company acknowledges that it has historically incurred
losses and generated negative cash flows and states that it
cannot give assurance that it will be profitable in the future.

Construction and operating expenditures and interest costs have
resulted in negative cash flow. Additionally, the Company
expects to incur substantial additional losses and it cannot be
certain it will achieve or sustain profitability in the future.
Failure to achieve profitability has and could in the future
diminish its ability to sustain its operations, obtain
additional required funds and make required payments on any
indebtedness it has incurred or may incur.


NATIONAL STEEL: Asks Court to Approve Illinois Power Compromise
---------------------------------------------------------------
National Steel Corporation, and its debtor-affiliates seek the
Court's authority to enter into a compromise to resolve issues
concerning the rejection of an Electric Service Contract between
Granite City Steel Company and Illinois Power Company.

David N. Missner, Esq., at Piper Marbury Rudnick & Wolfe, in
Chicago, Illinois, provides the salient terms of the proposed
compromise as:

  (i) Electric Service

      The Debtors and Illinois Power will enter into a Power
      Purchase Option contract and Transition Charge contract
      for a term of one year from May 12, 2002, to May 11, 2003.
      The charges for electric service provided to the Debtors
      will be calculated using Illinois Power's published SC
      110, Riders Market Value Index, Rider PPO, and Transition
      Charge tariffs using the values for Base Revenue, initial
      Market Value Revenue, initial Distribution Revenue,
      initial Transmission Revenue, initial Transition Charge,
      and three-year usage set in the Letter Agreement.  After
      the Initial term, the Debtors' anniversary date will be
      considered to be May 12 and future eligibility under the
      Rider PPO will be determined by the terms of the
      applicable tariffs using the Base Revenue and three-year
      usage in the Letter Agreement;

(ii) Equipment Rental

      The equipment rental costs being paid by the Debtors will
      remain the same as those contained in the current rental
      agreement;

(iii) Payment Terms

      The payment terms of the PPO Contract, TC Contract, and
      equipment rental contracts will be "net 10 days" from the
      delivery of the bill to the Debtors.  All payments shall
      be made by electronic funds transfer.  If the Debtors fail
      to comply with the payment terms, Illinois Power will have
      the right to discontinue all service upon failure to cure
      any non-payment within five business days of receiving
      written notice of the non-payment;

(iv) Prepetition Debt

      The Debtors will pay $1,700,000 to Illinois power in three
      equal monthly installments, beginning on the date that the
      settlement is approved by this Court.  This payment will
      be applied by Illinois Power to any prepetition claims
      that they have against the Debtors;

  (v) Adequate Assurance

      Approval of the settlement by the Court and the execution
      of the Settlement Agreement, PPO Contract, TC Contract,
      and equipment rental contract will be deemed to provide
      Illinois Power with adequate assurance of payment;

(vi) Regulatory Actions

      If Illinois Power files or supports at the Illinois
      Commerce Commission or at the Federal Energy Regulatory
      Commission or supports at the Illinois General Assembly,
      or makes any proposal in response to a direction, order,
      or proposal of the ICC, the FERC, or the Illinois General
      Assembly or any proposal that would have the effect of
      altering the Debtors' eligibility under the Rider PPO or
      terminating the PPO Contract, TC Contract, or equipment
      rental contract during the period from May 12, 2002 to May
      11, 2004, Illinois Power will take all reasonable actions
      within its control to ensure that the Debtors' eligibility
      under the Rider PPO and the contracts between the Debtors
      and Illinois Power will be "grandfathered" for the period
      from May 12, 2002 to May 11, 2004;

(vii) Court Approval

      The settlement is subject to the execution of a final
      Settlement Agreement and the entry of a final,
      non-appealable order by the Court approving the
      settlement.

The Debtors believe that the proposed settlement is in the best
interests of their estates because:

    (i) the Debtors will avoid the potentially significant fees
        that would be incurred in the event of continued
        litigation of these claims.  To date, the Debtors have
        already incurred extensive fees in the investigation and
        litigation of these matters and, given the unsettled
        nature of the issues involved in this dispute, the size
        of the claims at stake, and the track record in this
        litigation, the Debtors believe that the additional
        expense attendant with taking this matter to trial would
        be substantial;

   (ii) The Debtors estimate that, if successful in the
        litigation, over a period of one year, they would have
        saved approximately $6,000,000 in charges for electric
        service compared to the Contract, approximately
        $9,600,000 compared to the rate that they would pay if
        they were able to obtain electric service from a third
        party provider, and approximately $15,000,000 compared
        to the rate for electric service under Illinois Power's
        default tariff. However, under the terms of the proposed
        settlement, the Debtors estimate that, for the first
        year, they will save approximately $3,600,000 in charges
        for electric service compared to the Contract,
        approximately $7,200,000 compared to the rate that they
        would pay if they were able to obtain electric service
        from a third party provider, and approximately
        $12,600,000 compared to the rate for electric service
        under Illinois Power's default tariff.  The Debtors
        submit that the cost savings to these estates for first
        year under the terms of the proposed settlement will be
        approximately $3,600,000 to $12,600,000 less the
        $1,700,000 payment to Illinois Power on its prepetition
        claim;

  (iii) Due to the nature of the Rider PPO, the cost savings
        that would have been realized by the Debtors in the
        event that they were successful in the litigation would
        almost certainly have only lasted for a period of one
        year. After one year, the Debtors would have been forced
        to obtain electric service under one of the other, more
        expensive options.  On the other hand, the PPO Values
        used to determine the Debtors' eligibility under the
        Rider PPO contained in the proposed settlement create an
        opportunity for the Debtors to continue the cost savings
        for a second and possibly a third year.  Because their
        eligibility under the Rider PPO depends on market values
        for the price of electricity and the existing terms of
        the rate tariff it is difficult to assess the
        probability that they will be able to continue to
        receive electric service for a second and third year.  
        However, it is clear that the likelihood or extending
        these savings to future years under the settlement
        proposal is substantially greater than it would have
        been if the Debtors were successful in the litigation
        because the terms of the Rider PPO would  make the
        eligibility very unlikely without the proposed
        settlement.  Thus, because there is a significant
        possibility that the Debtors will be able to save an
        additional estimated $12,000,000 to $24,000,000 in
        charges for electric service over the next three years  
        under the terms of the proposed settlement and it is
        very unlikely that the Debtors will reap any benefit in
        the second and third year if they were to prevail in the
        litigation, the Debtors believe that the true economic
        difference between the proposed settlement and the
        benefit that the Debtors would receive if they were
        successful in the litigation is not substantial.
        (National Steel Bankruptcy News, Issue No. 11;
        Bankruptcy Creditors' Service, Inc., 609/392-0900)

National Steel Corp.'s 9.875% bonds due 2009 (NSTL09USR1) are
trading at 38 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NSTL09USR1
for real-time bond pricing.


NOBLE CHINA: Fails to Secure Approval to Restructure Debt
---------------------------------------------------------
Noble China, Inc., (TSX: NMO) held its Annual and General
Meeting  of the Shareholders Monday in Toronto.  A Special
Meeting of Shareholders and a Meeting of Debentureholders were
also held to seek approval for certain amendments to the 9%
Convertible Subordinated Debentures of the Company and to the
Trust Indenture governing the Debentures.

Prior to the Special Shareholders Meeting, a majority of the
Shareholders of the Company had returned proxies voting against
the change to the conversion price of the Debentures
contemplated in the amendments.  In addition, the Company had
been informed that discussions concerning a possible
restructuring of the Company were ongoing between the major
shareholder, indirectly the City of Zhaoquing, and the major
Debentureholder, and that these parties intend to continue these
discussions.  As a result, at the Special Shareholders Meeting
and at the Debentureholders Meeting, the Chairman did not ask
for approval of the amendments to the Debentures and to the
Trust Indenture.  Both of the Meetings were instead adjourned to
times and places to be determined.   

"In the circumstances I believe it appropriate that these two
large security holders be given an opportunity to sort out their
differences" said Mr. Taylor, Chairman of the Company. "Although
there can be no assurance that an agreement can be reached, I
have adjourned the Meetings and they will be reconvened when it
is clearer that we will be able to proceed with a restructuring
that will meet the needs of all parties or that there is no
prospect for a restructuring."

The Board of Directors has been re-elected and has confirmed its
short-term assistance to facilitate the efforts that the major
Shareholder and major Debentureholder are making to restructure
the Company.  However, the Company's three Directors have each
indicated to the major Shareholder and Debentureholder their
resolve to resign within 60 days of July 22, 2002, should these
parties not reach a resolution on an appropriate restructuring
that the Board can support in the interest of all Shareholders
and Debentureholders.


NUEVO ENERGY: Hires KPMG to Replace Andersen as Auditors
--------------------------------------------------------
Nuevo Energy Company (NYSE:NEV) announced that its Board of
Directors, at the recommendation of its Audit Committee, has
appointed KPMG LLP as the Company's independent auditor,
replacing Arthur Andersen LLP.  Nuevo's decision to change its
independent auditor was not the result of any disagreement
between the Company and Arthur Andersen on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.

KMPG will perform the audit of Nuevo's financial statements for
the fiscal year ending December 31, 2002. In this regard, KPMG
will begin immediately to review Nuevo's quarterly financial
statements for the second quarter ended June 30, 2002, and
finalize its quarterly review prior to the filing of the
Company's Form 10-Q.

Nuevo Energy Company is a Houston, Texas-based company primarily
engaged in the acquisition, exploitation, development,
production, and exploration of crude oil and natural gas.
Nuevo's domestic properties are located onshore and offshore
California. Nuevo is the largest independent producer of oil and
gas in California. The Company's international properties are
located offshore the Republic of Congo in West Africa and
onshore the Republic of Tunisia in North Africa. To learn more
about Nuevo, please refer to the Company's internet site at
http://www.nuevoenergy.com  

                         *    *    *

As reported in Troubled Company Reporter's July 3, 2002,
edition, Nuevo Energy Company monetized several non-core
assets and it is using the proceeds to repay a portion of its
outstanding bank debt.

The transactions are as follows:

      --  Nuevo has conveyed its interest in the Santa Ynez Unit
(SYU) to ExxonMobil Corporation for $16.5 million. The
conveyance settles the lawsuit filed by Nuevo in April 2000
concerning its right to participate in the Sacate Field, located
offshore Santa Barbara County, California. As part of the
settlement, Nuevo also conveyed its non-consent interest in the
adjacent Pescado Field, operated by ExxonMobil as part of the
SYU.

      --  Nuevo has settled the lawsuit Thomas Wachtell et al.
v. Nuevo Energy Company et al. filed in the Superior Court of
Los Angeles County, California. The settlement resolved
outstanding issues with respect to several of Nuevo's offshore
California fields in which the plaintiffs owned interests,
including the Sacate and Pescado Fields.

      --  Nuevo has sold its non-core onshore Gulf Coast assets
to Hilcorp Energy Company for $9.3 million, subject to the
exercise of preferential rights and final adjustments. The main
properties sold include Nuevo's interest in the North Rucias
Field in Brooks County, Texas, the North Frisco City Field in
Monroe County, Alabama, and the Giddings Field in Grimes County,
Texas. At year-end 2001, onshore Gulf Coast reserves accounted
for less than 1% of Nuevo's reserves. The current daily
production from these assets is approximately 860 barrels of oil
equivalent (BOE).

At September 30, 2001, Nuevo Energy's total current liabilities
exceeded its total current assets by about $20 million.


ON SEMICONDUCTOR: June 28 Balance Sheet Upside-Down by $596MM
-------------------------------------------------------------
ON Semiconductor Corp., (Nasdaq: ONNN) announced that total
revenues in the second quarter of 2002 were $278 million, a
sequential increase of $9 million from the first quarter of
2002.

The company had a pro forma net loss of $22 million, or $0.14
per share, as compared to a pro forma net loss of $0.26 per
share in the first quarter of 2002. The second quarter pro forma
results exclude restructuring and other charges of $3 million
and an extraordinary loss on debt prepayment of $7 million.

Including these items, the company reported a net loss of $32
million in the second quarter of 2002 as compared to a net loss
of $50 million in the first quarter of 2002.

Gross margin improved 580 basis points from the first quarter to
27.4 percent in the second quarter as the company realized
further gains primarily from its cost restructuring and
increased factory utilization. As of the end of the second
quarter of 2002, the company completed actions to achieve an
estimated $340 million of annual savings as compared to the
first quarter of 2001.

These savings, along with continued working capital improvement,
led to positive cash flow a full quarter ahead of expectations.
Cash and cash equivalents increased to $168 million in the
second quarter of 2002, up $20 million from the prior quarter.

On a sequential basis, the company's 13-week backlog grew for
the second consecutive quarter with book-to-bill above parity.

As of June 28, 2002, ON Semiconductor's balance sheet shows a
total shareholders' equity deficit of about $596 million.

                         BUSINESS REVIEW

"Becoming cash-flow positive a full quarter ahead of estimates
has energized the entire company to continue this momentum as we
now turn our efforts to growing the business and focusing on
market share growth," said Steve Hanson, ON Semiconductor
president and CEO.

"The continuing market momentum coupled with our operational
strengths in quality, customer service and the delivery of
analog power and data management devices have enabled us to grow
our revenues for the second consecutive quarter. During the
quarter we were proud to earn recognition from Bosch, Celestica,
Jabil, Motorola, Sony and Solectron for providing them with
industry-leading service," Hanson continued.

"We are a broad-based supplier and saw growth in nearly all
markets, notably the automotive, computing, and wireless markets
where our new products are finding their way into some exciting
designs," said Hanson.

"From our computer market initiative, we strengthened our
position in the delivery of complete power-management solutions
for advanced microprocessors with the introduction of the
CS5308, a new two-phase controller. We also introduced the
NUP4201, the industry's first 4-line protection device to meet
USB 2.0 requirements for high-speed data lines used in computing
platforms.

"This device is based on our MicroIntegration technology. These
accomplishments enabled us to win some key sockets on the
motherboards at Samsung, DFI, NEC and Greatwall."

                      SECOND HALF OUTLOOK

"We have several indicators that give us confidence that our
momentum will continue into the second half of the year," Hanson
said.

"For the third quarter we anticipate total revenues to be flat
to slightly up sequentially with gross margins increasing 100 to
300 basis points and operating expenses remaining flat to
slightly down from the second quarter. This includes further
realization of our cost savings activities that we will continue
implementing during this timeframe."

"Orders are growing and we continue to strengthen the income
statement and balance sheet," Hanson continued. "We are excited
with our backlog of new products that address the power and data
management needs of our customers, and they are very pleased
with our level of service and world-class delivery. I am
confident that we have the key elements in place to maneuver
through a hazy second half of the year."

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


P-COM INC: Will Host Conference Call for Q2 Results Tomorrow
------------------------------------------------------------
P-Com, Inc. (NASDAQ:PCOMD), a worldwide provider of wireless
telecom products and services, plans to announce financial
results for the second quarter 2002 on Thursday, July 25, 2002.
P-Com will host a conference call to discuss the results with
Chairman George Roberts and Chief Financial Officer Leighton
Stephenson. A Q&A session will follow.

The conference call will begin at 5:00 p.m. Eastern Time/2:00
p.m. Pacific Time on Thursday, July 25, 2002. To listen to the
call by phone, dial 1-877-777-1971 for U.S. calls or 1-612-332-
0725 for international calls. To listen to a live broadcast over
the Internet, go to http://www.p-com.comand click on the  
Investor Information, or go to http://www.companyboardroom.com  
A replay of the call will be available at both sites for 90
days.

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

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


PACIFIC GAS: Creditors' Committee Now Has Option to File a Plan
---------------------------------------------------------------
In light of the anticipated objections as to which of the two
competing plans will be confirmed, the Official Unsecured
Creditors' Committee in the chapter 11 cases involving Pacific
Gas and Electric Company, tells the Court it might file an
alternative plan.

The Committee suggests that the Court modify PG&E's exclusivity
rights to allow the Committee to file a plan of reorganization,
if circumstances warrant a filing.  In the alternative, the
Committee asks the Court to extend the exclusivity period for 60
days.

The Committee makes it clear that it is not advocating
exclusivity termination for anyone other than the Committee.  
Moreover, the Committee emphasizes that it has no intention to
file an alternative plan unless the creditors reject both plans.

The Committee asserts that modifying exclusivity in its favor
will aid the plan confirmation process by empowering the
Committee to facilitate settlement between the PG&E Proponents
and the CPUC. In addition, this will provide a safety net for
PG&E's reorganization in the event that neither the PG&E Plan
nor the CPUC Plan is confirmed.  The Committee believes it can
act as a coordinator for alternative plan proposals submitted by
various creditors and can craft a plan incorporating aspects of
those proposals that it deems appropriate.

             The U.S. Trustee Advocates Termination

The United States Trustee for the Northern District of
California notes that confirmation is uncertain for both the
PG&E Plan and the CPUC Plan.  The only way to ensure parties-in-
interest have the right to full participation, in the case of
the two alternative plans fail, is to give parties the right to
file a plan.  "With the right to file a plan, a party can
negotiate for different treatment or file an alternative plan
for the consideration of all creditors," the U.S. Trustee says.  
If creditors are blocked from filing plans, the U.S. Trustee
observes, it is unlikely any plan could be negotiated and filed
earlier than April 2003.

The U.S. Trustee asserts that no cause exists to extend
exclusivity beyond June 30, 2002.  "The complexity of the case,
the energy marketplace, and the existence of two plans are not
justifiable causes," the U.S. Trustee tells the Court.  The
obvious solution to the complexity of the case and the existence
of two plans with allegedly fatal flaws, the U.S. Trustee says,
is to open the case to the filing of an alternative plan of
reorganization.

                        *     *     *

After due deliberation, Judge Montali terminates the exclusivity
pursuant to Bankruptcy Code Section 1121(c)(3) with respect to
the Committee, effective July 1, 2002.

The Debtor, the Committee and the CPUC now share the exclusive
right to file a plan to reorganize Pacific Gas through December
31, 2002.

If a party-in-interest wants to file an alternative plan prior
to December 31, 2002, the Court will entertain motions related
to that request. (Pacific Gas Bankruptcy News, Issue No. 40;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


PACIFIC GAS: Court Nixes CPUC's Request re UBS Warburg Fees
-----------------------------------------------------------
Pacific Gas and Electric Company issued the following statement
after the U.S. Bankruptcy Court denied the California Public
Utilities Commission's request that the utility be required to
pay UBS Warburg's fees and expenses:

     "Pacific Gas and Electric Company is pleased that the U.S.
Bankruptcy Court denied the CPUC's motion to require the debtor
to pay the fees of the Commission's financial advisor, UBS
Warburg."


PACIFICARE HEALTH: Promotes L. Vorvick to VP of Health Services
---------------------------------------------------------------
PacifiCare Health Systems Inc. (Nasdaq:PHSY), announced that
Linda Vorvick, M.D., has been promoted to the newly created
position of vice president of health services for PacifiCare's
northwest markets.

In her new position, Vorvick will be responsible for disease
management, quality improvement, utilization and case
management, hospital review, credentialing and appeals for
PacifiCare's northwest markets, which serve approximately
230,000 commercial and Medicare+Choice HMO members in Oregon and
Washington. She will report to Donald Costa, president and chief
executive officer of PacifiCare's northwest markets, and will
work out of PacifiCare's Mercer Island, Wash., and Lake Oswego,
Ore., offices.

"Linda's extensive experience in health-care administration
makes her ideally suited to help strengthen and streamline our
health services and medical management functions throughout the
northwest region," said Costa. "Her experience as a family
practice physician will further enhance our relationships with
doctors, medical groups and hospitals and continuously improve
the quality of care for our members."

"I look forward to helping our members achieve better health
outcomes with our disease management and quality improvement
programs," said Vorvick.

"I am proud to lead a team that has helped PacifiCare's Oregon
and Washington health plans each earn `excellent' accreditation
by the National Committee for Quality Assurance (NCQA). By
continuing to strengthen our communication and relationships
with our members and contracted doctors, we can show that caring
is good, but doing something is better."

Vorvick joined PacifiCare in 1999 as associate medical director,
and in 2001 she was promoted to medical director. Prior to
working at PacifiCare, she was the regional medical director at
Medalia HealthCare LLC in the Western Washington area and was
responsible for the overall function of the medical offices
across Medalia's Seattle service area. While working at Medalia,
she was a practicing family physician for 11 years in Seattle.

Vorvick received a bachelor's degree in chemistry from the
University of Chicago and earned her medical degree from the
University of Washington. She completed her internship at
Providence Medical Center in Seattle and completed the
Providence Family Practice Residency Program. She is board
certified with the American Board of Family Practice and has
licenses in both Washington and Oregon. She is also a member of
the board of the Sisters of Charity Health Systems of
Leavenworth, Kan.

Vorvick's promotion comes as a result of consolidating the
region's medical management and quality improvement departments.

"As we continue our strategy of transitioning to a health and
consumer services company, it is imperative that we operate on a
more integrated basis," said Howard G. Phanstiel, president and
CEO of PacifiCare Health Systems. "We have spent considerable
time and energy developing an experienced team of executives and
managers dedicated to PacifiCare's strategy and growth."

PacifiCare Health Systems is one of the nation's largest health
and consumer services companies with approximately $11 billion
in annual revenues. Primary operations include health insurance
products for employer groups and Medicare beneficiaries in eight
states and Guam, serving approximately 3.4 million members.

Other specialty products and operations include pharmacy and
medical management, behavioral health services, life and health
insurance and dental and vision services. More information on
PacifiCare Health Systems can be obtained at
http://www.pacificare.com

                        *    *    *

As previously reported, Fitch Ratings upgraded PacifiCare
Health System, Inc.'s existing bank and senior secured debt
ratings to 'BB' from 'BB-'. Concurrently, Fitch upgraded
PacifiCare's senior unsecured debt rating to 'BB-' from 'B+'.
The Rating Outlook is Stable. The rating action affects
approximately $860 million of debt outstanding.

The rating action reflects the significant improvement in
PacifiCare's capital structure following the successful sale of
$500 million 10.75% senior notes due June 2009, the reduction in
outstanding bank debt, and the extension in the maturity of the
company's remaining bank debt. The sale of the notes settled on
May 21, 2002 at 99.389 to yield proceeds of $497 million.


PAXSON COMMS: Selling TV Station KPXF to Univision for $35 Mill.
----------------------------------------------------------------
Paxson Communications Corporation (AMEX:PAX) announced that
Univision Communications, Inc., has agreed to acquire Paxson's
television station KPXF, serving Fresno, California, the
nation's 55th largest market, for a cash purchase price of $35
million. The station sale, subject to regulatory approvals, is
expected to close by year-end. The sale price for the Fresno
station represents a 340% premium over the $8.0 million Paxson
paid for the station in January 1998 and reflects a 285% premium
over a recent appraisal of $9.1 million for the station as of
December 2001.

Commenting on the transaction, President and Chief Executive
Officer Jeff Sagansky said, "This transaction is the first step
in our plans to raise approximately $100 million through the
sale of non core assets and represents a significant step toward
maintaining the strength of our liquidity. We are currently in
active discussions with respect to the sale of certain other
non-core television stations and, if completed, these station
sales will raise an additional $65 million. The other non-core
assets we plan to sell are either not broadcasting PAX TV or
would not materially diminish the nationwide distribution of
PAX. The Fresno station only represents approximately one half
of one percent of the total distribution of the PAX TV Network
and we plan to replace virtually all of the cable distribution
in the market by entering into cable carriage agreements."

Also commenting on the transaction, Paxson Chief Financial
Officer Tom Severson said, "This transaction along with other
recent television station sales completed by other broadcasters
clearly demonstrates the significant value of the underlying
assets of our broadcast platform. The completion of the Fresno
station sale and other planned station sales will provide us the
liquidity to see us well into 2004 when we expect the Company to
be generating free cash flow."

Paxson Communications Corporation owns and operates the nation's
largest broadcast television station group and PAX TV, the
newest broadcast television network that launched in August of
1998. PAX TV reaches 87% of U.S. television households via
nationwide broadcast television, cable and satellite
distribution systems. Paxson owns and operates 65 stations
(including three stations operated under time brokerage
agreements). PAX TV's new fall 2002 primetime lineup includes
"It's A Miracle," "Candid Camera" and "Doc," starring recording
artist Billy Ray Cyrus and will premiere additional original
series including, "Body & Soul," starring Peter Strauss, "Just
Cause" starring Richard Thomas and Elizabeth Lackey, and "Sue
Thomas: F.B.Eye," a new series by the producers of "Doc." For
more information, visit PAX TV's Web site at http://www.pax.tv

                         *    *    *

As reported in Troubled Company Reporter's July 5, 2002,
edition, Standard & Poor's placed its single-'B'-plus corporate
credit and other ratings, on TV station and network owner Paxson
Communications Corp., on CreditWatch with negative implications.
The action follows the West Palm Beach, Florida-based company's
lowered guidance for its 2002 second quarter, which includes
relatively flat revenue and reduced earnings. Paxson has about
$858 million in debt outstanding.

Paxson indicated that revenue from the important infomercial
category would be flat in the second quarter, compared to mid-
to high-single-digit year-over-year gains projected earlier.
Standard & Poor's is concerned that the improvement in very weak
key credit measures expected for the ratings could be delayed by
slower-than-anticipated advertising growth at the still-
developing network. The CreditWatch placement also considers the
potential for an unwinding of Paxson's relationship with
strategic investor NBC Inc., following the expected August 2002
completion of the binding arbitration proceeding against that
company. Standard & Poor's imputes financial support from NBC
that is fundamental to its rating on Paxson.

In addition, Paxson announced the completion of a bank amendment
that helps avoid a covenant violation. The amendment also
permits the retention of some asset-sale proceeds, enhancing the
company's dwindling liquidity. However, there is still
considerable concern about the longer-term success of the
company's business and its weak financial profile. Standard &
Poor's will likely resolve the CreditWatch listing upon
completion of the arbitration and further review of Paxson's
business and financial prospects.


PAYLESS CASHWAYS: Court Okays FMH for Health Claims Processing
--------------------------------------------------------------
Silverman Consulting, Inc., led by Steven Nerger and Craig
Graff, the Chapter 11 Trustee for Payless Cashways, Inc., sought
and obtained approval from the U.S. Bankruptcy Court for the
Western District of Missouri to retain FMH Benefit Services,
Inc., to investigate and complete health claims processing.

The Trustee relates that FMH Benefit Services administered the
Plan pursuant to an Administrative Agreement and discontinued
its services around December 31, 2001.

The Trustee concedes that former Plan participants and medical
providers have continued to seek assistance from the Trustee,
the United States Department of Labor and FMH regarding the
resolution of claims and other welfare plan related matters.  As
a result, the Trustee determines that it is best to employ FMH:

     i) to investigate the requests for information that have
        been made to the Trustee or the Department of Labor;

    ii) to take additional calls and research questions;

   iii) to accept claims for benefits to determine if additional
        benefits are payable;

    iv) to review claims that were received by FMH after
        December 20th to attempt to determine whether the PPO
        received it timely from the provider;

     v) to issue certificates of creditable coverage upon
        request by participants;

    vi) to reprocess claims relating to insufficient fund
        checks;

   vii) to provide a claim report showing additional payments
        due and process checks if ordered by the court at the
        end of the close out period; and

  viii) to work with medical providers on discounting claims.

FMH shall receive a compensation of $20,000 through September
2002. Since FMH's services may increase substantially from what
was contemplated by the parties, FMH's right to seek additional
compensation is preserved.

Payless Cashways, a retail operator of building material stores
filed for chapter 11 on June 4, 2001. Kathryn B. Bussing, Esq.
at Blackwell Sanders Peper Martin represents the Chapter 11
Trustee. When the Company filed for protection from its
creditors, it listed $552,962,000 in assets and $473,305,000 in
debts.


PENN SPECIALTY: Delaware Court Confirms Plan of Reorganization
--------------------------------------------------------------
Penn Specialty Chemicals announced that the United States
Bankruptcy Court for the District of Delaware approved their
Plan of Reorganization, which sets forth how Penn Specialty will
emerge from Chapter 11 bankruptcy proceedings before the Court.

The Plan details a new tolling arrangement to convert BDO
(butanediol) to THF (tetrahydrofuran) and PTMEG
(polytetramethylene ether glycol) for a major BDO producer. THF
is a broadly used solvent in pharmaceutical manufacturing and
for PVC resins. PTMEG is used in the manufacture of cast and
thermoplastic urethane elastomers, polyurethane fibers (spandex)
and high-performance copolyester-ether elastomers.

"Penn Specialty will continue to own and operate our state-of-
the-art manufacturing plant located in Memphis, Tennessee," said
Bob Quinn, President and Chief Operating Officer. "The BDO
tolling arrangement will allow Penn to make full use of our THF
and PTMEG plant assets in Memphis, as well as enable us to focus
our management attention and resources on our furfural-based
specialty fine chemicals and solvents business."

"There are many sales, product development, raw material and
manufacturing opportunities in our specialty business that we
are now in a position to pursue," said Quinn. "Our new
reorganization plan allows us to focus on the high growth
potential market for our unique products."

Penn is the world's largest producer of furan and high purity
furfural, and their specialty derivatives at its Memphis plant.
Penn is also one of the largest consumers of furfural in the
world. The specialty products, including furan, acetylfuran,
THFA, Methyl THF, furfurylamine, and DTHFP go into many high-
growth markets, including pharmaceuticals, agrichemicals,
specialty cleaners, and specialty rubbers. Penn is also the only
manufacturer of furfural alcohol in the U.S. Corporate
headquarters are located in Plymouth Meeting, Pennsylvania. More
information can be found on the company's Web site at
http://www.pschem.com


PETROBRAS: Fitch Puts B+ Int'l Foreign Rating on Watch Evolving
---------------------------------------------------------------
Fitch Ratings has placed the B+ international foreign currency
rating of Petroleo Brasileiro S.A., on Rating Watch Evolving.
The ratings for Pecom Energia S.A.'s senior unsecured foreign
and local currency ratings remain unchanged at C.  Pecom remains
on Rating Watch Negative.

The rating actions follow the announcement that Petrobras has
agreed to acquire a 58.6% equity interest in Pecom for
approximately US$755 million in cash and a US$371 million note
to be issued to the sellers. The transaction is conditioned on
Pecom successfully completing its recently announced debt
exchange offer due to expire at the end of this month. Following
the acquisition, Pecom will be held as a consolidated subsidiary
of Petrobras and Pecom's debt obligations will be non-recourse
to Petrobras.

Fitch views the transaction as having long term positives to the
foreign currency creditors of both entities. The transaction is
expected to increase Petrobras' daily production volumes from
1.6 barrels of oil equivalent (BOE) million per day to
approximately 1.8 million BOE per day, representing an
approximate 10% increase. In addition, the acquisition will
boost Petrobras' proven reserves from 9.3 billion BOE to 10.3
billion BOE, an approximate 10% increase, as well as increase
the level of international diversification to its asset
portfolio.

In the short term, Petrobras' financial position will be
moderately pressured by adding roughly US$3.1 billion in net
debt from the consolidation of the more highly leveraged Pecom.
Credit protection measures are expected to remain consistent
with the 'B+' rating level, which is currently constrained by
the sovereign rating of Brazil. Proforma debt to capitalization
is expected to be approximately 43% well above existing levels.
Longer term, the development of the newly acquired international
reserves should provide Petrobras with a more diverse revenue
stream, and somewhat lower convertibility and transfer risks, as
well as help achieve its goal of producing and selling 300,000
BOE per day outside of Brazil.

Pecom has been acquiring and proving out international reserves
over the last several years and currently has approximately 60%
of its proved reserves outside of Argentina, primarily in
Venezuela, Bolivia and Ecuador. Unfortunately for Pecom, a
majority of its cash flow remain in Argentina, which economy has
been under severe stress and placed extreme financial and
liquidity pressures on private sector corporates including
Pecom. The financial distress and limited liquidity has
currently constrained Pecom's ability to monetize its
international reserve base. As a result, Pecom's announced
US$997.5 million distressed debt exchange offer last month. The
proposal seeks to refinance US$97.5 million of 7-7/8% notes due
August 2002; US$300 million of 9% notes due January 2004; US$200
million of 9% notes due May 2006; and US$400 million of 8-1/8%
notes due July 2007.

The company is offering four series of new notes carrying the
same interest rate of each series of existing notes but
extending their corresponding maturity by three years. Pecom's
actions are part of a comprehensive effort to refinance an
estimated US$1.95 billion in financial obligations. Regardless
of the acquisition, Fitch will likely view the Pecom debt
exchange as a distressed debt exchange and therefore as a
default. Following the exchange and the acquisition of Pecom by
Petrobras, creditors should be in a somewhat improved position
to the extent that 'B+'-rated Petrobras can provide additional
liquidity and support to Pecom going forward.

Petrobras is Brazil's largest company in terms of revenues and
is an integrated international oil and gas company engaged in
exploration, development and production of hydrocarbons and in
the refining, marketing, transportation and distribution of oil
and a wide range of petroleum products, petroleum derivatives,
petrochemicals and liquid petroleum gas. Petrobras is the 14th
largest oil concern in the world and Latin America's third
largest. Petrobras is partially owned and controlled by the
Government of Brazil which owns 32.53% of total capital and
55.71% of voting capital. By law, the federal government must
hold a majority of the company's voting stock.

Pecom Energia is one of the most vertically integrated energy
conglomerates in Latin America. Core business activities include
oil and gas exploration, production and transportation; refining
and marketing; petrochemicals; and electricity. Other businesses
include small investments in agriculture, forestry and mining.
Pecom is controlled (98.21%) by Perez Companc S.A., an Argentine
holding company.


PLANVISTA CORP: Shareholders Approve 1-for-5 Reverse Stock Split
----------------------------------------------------------------
PlanVista Corporation (NYSE:PVC) announced that the Board of
Directors has re-elected the following officers of the parent
company: Phillip S. Dingle, Chairman and Chief Executive
Officer; Jeffrey L. Markle, President and Chief Operating
Officer; Donald W. Schmeling, Chief Financial Officer; James T.
Kearns, Senior Vice President, Operations; Robert A. Martin,
Senior Vice President, PlanServ/PayerServ; and David C. Reilly,
Senior Vice President, Strategy.

The following directors were elected at the annual shareholders'
meeting: William L. Bennett, Phillip S. Dingle, Martin L.
Garcia, and John D. Race. David J. Ferrari, Christopher J.
Garcia, and Randy Sugarman were re-elected as directors by the
Company's preferred shareholders.

The Company also announced that its shareholders approved the
three proposals in its amended proxy that provided for a one-
for-five reverse stock split, a new employee stock option plan,
and the ratification of a private placement completed in 2001,
the first two of which are contingent upon the completion of the
pending offering.

PlanVista Solutions is a leading health care technology and
product development company, providing medical cost containment
for health care payers through one of the nation's largest
independently owned full-service preferred provider
organizations. PlanVista Solutions provides network access,
electronic claims repricing, and claims and data management
services to health care payers and provider networks throughout
the United States. Visit the Company's Web site at
http://www.planvista.com

As previously reported, PlanVista's March 31, 2002, balance
sheet shows a total shareholders' equity deficit of about $50
million.


POLAROID CORP: Court Extends Co-Exclusivity through August 12
-------------------------------------------------------------
Judge Walsh rules that Polaroid Corporation, its debtor-
affiliates, and the Creditors' Committee have the co-exclusive
right to file one or more reorganization plans through and
including August 12, 2002, and to solicit and obtain acceptances
for the plans through and including October 11, 2002.

Moreover, Judge Walsh directs the Debtors and the Committee to
jointly seek approval of one or more reorganization plans
acceptable to both parties.  But if they are unable to agree on
a mutually acceptable reorganization plan, either the Debtors or
the Committee are permitted unilaterally to file one or more
reorganization plans that are acceptable to the other party.  
The parties are also allowed unilaterally to solicit and obtain
acceptances for the plan -- provided that the party intending to
file and solicit and obtain acceptances of the plan provides 30
days' prior written notice of its intent to the other party.

Upon consummation of the transaction contemplated by the OEP
Sale, Judge Walsh emphasizes that no plan proposed by the
Debtors or the Committee shall derogate from the terms of the
Sale Order or affect the payments to the Agent for the Debtors'
Prepetition Lenders. (Polaroid Bankruptcy News, Issue No. 20;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

Polaroid Corporation's 11.5% bonds due 2006 (PRD3), DebtTraders
says, are trading at 3.5. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=PRD3


POLYMER GROUP: Court to Consider Disclosure Statement on July 24
----------------------------------------------------------------
On June 14, Polymer Group, Inc., and its debtor-affiliates,
filed their Joint Plan of Reorganization and an accompanying
Disclosure Statement with the U.S. Bankruptcy Court for the
District of South Carolina.  A hearing to consider the adequacy
of the Disclosure Statement is set at 9:00 a.m. on July 24,
2002.  If the Court finds that the Disclosure Statement provides
adequate information, the Plan will be sent to creditors shortly
thereafter.

Polymer Group, Inc., the world's third largest producer of
nonwovens, is a global, technology-driven developer, producer
and marketer of engineered materials. The Company filed for
Chapter 11 protection on May 11, 2002. George Cauthen, Esq., at
Nelson Mullins Riley & Scarborough, LLP and James A. Stempel,
Esq., Jonathan P. Friedland, Esq., Ryan S. Nadick, Esq., Roger
J. Higgins and Ryan Blaine Bennett at Kirkland & Ellis are
helping the Debtors in its restructuring efforts.

Polymer Group Inc.'s 9% bonds due 2007 (PGI1), DebtTraders
reports, are trading at 19. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=PGI1


PSINET INC: Court Approves Stipulation with Alpine Associates
-------------------------------------------------------------
In connection with PSINet, Inc.'s acquisition of communications
equipment from Lucent Technologies Inc., Lucent filed a Proof of
Claim for $30,215,840.28. Lucent asserted that its claim is a
secured claim to the extent of the value of the equipment
collateral underlying a promissory note, and is an unsecured
claim to the extent of any deficiency. The Lucent Equipment
located in the United States was originally valued at
$21,323,789.28 and the Lucent Equipment located in Europe and
Australia was originally valued at $8,892,051.00.

Lucent has assigned its Claim to Alpine Associates L.P.

Certain Lucent Equipment is included in the Debtors' sale of
shares of PSINet Europe, B.V. pursuant to the Amended Motion
seeking approval of the sale and Limited Objection to certain
Secured Claims in connection with the Sale.

The validity, priority and extent of the secured portion of the
Lucent Claim is the subject of dispute in both this Amended
Motion and in the Debtors' Schedules filed with the Court. The
parties previously disputed the validity and/or avoidability of
the security interest held by Lucent (and assigned to Alpine
Associates) with respect to certain items of Lucent Equipment.

The parties desire to resolve the Amended Motion and all issues
and disputes relating to Lucent Equipment presently located in
Europe and/or Australia.  The parties also desire to continue
good-faith negotiations towards a resolution of any issues and
disputes relating to (i) Lucent Equipment located in the United
States, and (ii) any Lucent Equipment that may have previously
been sold, which the parties anticipate will be the subject of a
subsequent stipulation.

Accordingly, Alpine and the Debtors entered into a Stipulation
and sought and obtained the Court's approval. The Stipulation
and Order provides that:

1.  Subject to closing of the Europe Sale on the terms described
    in the Amended Motion, Debtors will pay to Alpine
    immediately upon closing of the Europe Sale the sum of
    $157,672 from the proceeds of the Europe Sale.  This is in
    full satisfaction of any lien, encumbrance, security
    interest or other rights that Alpine may have regarding the
    identified Secured Europe Equipment;

2.  Payment by the Debtors of $157,672 to Alpine represents 12
    percent of the $1,313,937 that was outstanding as of the
    Petition Date in connection to the Secured Europe Equipment.

3.  Alpine does not and will not contend that the Lucent
    Equipment, identified as the Unsecured Europe Equipment or
    the Australia Equipment, is subject to any lien or
    encumbrance in favor of Alpine. The Debtors may convey the
    Unsecured Europe Equipment and the Australia Equipment to
    third parties, free and clear of any lien, claim,
    encumbrance or interest that may be in favor of Lucent,
    without further order.

4.  Subject to Alpine's receipt of immediately available funds
    paid by the Debtors, in the method required by this
    Stipulation, the secured portion of the Lucent Claim will be
    considered satisfied regarding the Secured Europe Equipment.

5.  Alpine will receive an allowed general unsecured claim for
    $8,892,051.00.  This represents the unsecured portion
    of the Lucent Claim that relating to the Secured Europe
    Equipment, the Unsecured Europe Equipment, and the Australia
    Equipment.  It is without prejudice to any rights the
    parties may have with respect to the Lucent Claim as it
    relates to the Lucent Equipment located in the United
    States. The Debtors must make a distribution to Alpine
    because of this at the same time, and in the same manner, as
    distributions are made to other allowed general unsecured
    claims under the Plan. This is notwithstanding any provision
    in the Plan to the contrary.

6.  The parties must engage in good faith negotiation towards an
    agreement resolving all remaining issues relating to the
    Lucent Claim.

    The parties anticipate entering into a further stipulation:

    (a) for the sale, via a liquidator selected by mutual
        agreement of the parties, of all Lucent Equipment not
        addressed in this Stipulation or previously sold to a
        third party;

    (b) that, to the extent that Alpine's security interest in
        the Remaining Lucent Equipment is properly perfected and
        not otherwise avoidable, the fees and costs involved in
        liquidating the Remaining Lucent Equipment will be paid
        from and charged against the proceeds of the sale of the
        Remaining Lucent Equipment;

    (c) that the Debtors will not contend that the security
        interest in the Remaining Lucent Equipment or the
        Previously Sold Lucent Equipment is improperly perfected
        or otherwise avoidable on account of any failure by
        Lucent to file financing statements at the county level
        in Virginia;

    (d) that insofar as Alpine holds an otherwise valid and
        unavoidable security interest in the Remaining Lucent
        Equipment, that the proceeds from the sale of the
        Remaining Lucent Equipment, net of the costs of
        liquidation, will be paid to Alpine;

    (e) that insofar as Alpine may not hold a valid security
        interest in the Remaining Lucent Equipment, or insofar
        as the security interest may properly be avoided, that
        the proceeds from the sale of collateral will be paid
        into the Debtors' estates;

    (f) that the value of any Previously Sold Lucent Equipment
        (which, for avoidance of doubt, does not include the
        Secured Europe Equipment, the Unsecured Europe
        Equipment, or the Australia Equipment), subject to a
        valid and not otherwise avoidable security interest,
        will be paid to Alpine in satisfaction of the secured
        portion of the Lucent Claim that relates to any
        Previously Sold Lucent Equipment;

    (g) that Alpine will receive an allowed unsecured claim for
        its asserted claim of:

        $30,215,840.28, minus

        (i) $157,672 that will be paid representing the
            secured portion of the Lucent Claim relating to the
            Secured Europe Equipment;

       (ii) $8,892,051 for which Alpine is receiving an
            allowed general unsecured claim, as provided in
            Paragraph 5, in connection to the deficiency claim
            for the Secured Europe Equipment, and the
            claims related to the Unsecured Europe Equipment
            and the Australia Equipment;

      (iii) the value of any Previously Sold Lucent Equipment
            that is subject to a valid and not otherwise
            avoidable security interest.  This amount will be
            paid to Alpine in accordance with Paragraph 6(f)
            above;

      (iv)  the value of the Remaining Lucent Equipment,
            insofar as it is determined, as provided in
            Paragraphs 6(d) and 6(e) above.  This equipment is
            subject to a valid and not otherwise avoidable
            security interest;

       (v)  any disputed amounts claimed to be due in interest,
            penalties, fees or costs, as such disputes may be
            resolved by the parties.

7.  Each Party to this Stipulation understands and agrees that
    neither this Stipulation, the allowance or payment of the
    Lucent Claim as it relates to the Secured Europe Equipment,
    the Unsecured Europe Equipment and the Australia Equipment,
    can be construed as an admission with respect to the
    valuation of the Remaining Lucent Equipment or the
    Previously Sold Lucent Equipment.

8.  Neither party will contend that the valuations or agreed
    amounts established in the Stipulation for the Secured
    Europe Equipment are admissible in any proceeding in the
    event that any dispute arises between the parties over the
    validity or extent of any other lien that may be asserted in
    any property of the Debtors including, without limitation,
    the Remaining Lucent Equipment or the Previously Sold Lucent
    Equipment.

9.  The Bankruptcy Court will retain jurisdiction to enforce
    this Stipulation and all matters relating thereto. (PSINet
    Bankruptcy News, Issue No. 26; Bankruptcy Creditors'
    Service, Inc., 609/392-0900)   


RELIANCE GROUP: Wins Okay to Settle Some D&O Coverage Disputes
--------------------------------------------------------------
Reliance Group Holdings, the Pennsylvania Liquidator, George E.
Bello, Lowell Freiberg and Syndicate 1212 at Lloyd's of London
obtained approval from Judge Gonzales of a settlement pact,
which resolves some issues raised in a lawsuit captioned George
Bello, et al. v. Syndicate 1212 at Lloyd's of London, et al.,
Adversary Proceeding No. 01-03572 (AJG), concerning D&O
insurance coverage.  The insurance companies in Syndicate 1212
involved in the suit are:

      * Gulf Insurance Inc.;
      * International Underwriting Association of London;
      * CNA Reinsurance Company Limited;
      * Zurich Specialties London;
      * Zurich Reinsurance London;
      * X.L. Europe Reinsurance;
      * Federal Insurance Company;
      * London Insurance and Reinsurance Market Association;
      * Executive Risk Indemnity;
      * Liberty Mutual Insurance Company.

With the Commonwealth and Bankruptcy Courts' approval, the
Agreement between the Liquidator, RGH, the Lloyd's Underwriters,
George Bello and Lowell Freiberg is now effective.

Under the terms of the Agreement, the "Costs, Charges and
Expenses" of "Assureds" covered under the Policies will be paid
as set forth in the Agreement, so long as the Liquidator and RGH
are given notice of the request for payment as provided in the
Agreement, and do not object within a 15-day period.

The Bello Adversary Proceeding is to be held in abeyance during
the term of the agreement. Each of the parties to the Agreement
remains free to terminate the Agreement at any time and to
resume the Bello Adversary Proceeding. (Reliance Bankruptcy
News, Issue No. 26; Bankruptcy Creditors' Service, Inc.,
609/392-0900)    


STARBAND COMMS: Committee Wants ESBA to Render Financial Advice
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Starband
Communications Inc., asks the U.S. Bankruptcy Court for the
District of Delaware to approve its employment and retention of
Executive Sounding Board Associates Inc. (ESBA), as its
financial advisors.

The Committee submits that the services of a financial advisor
are necessary and appropriate so as to evaluate the financial
and economic issues raised by this Case and to effectively
fulfill its statutory duties.

ESBA will:

     a) assist the Committee in understanding and evaluating
        the proposed settlement with Echostar;

     b) evaluate the viability of the Debtor's business;

     c) develop and evaluating alternatives to maximize asset
        recoveries;

     d) monitor the Debtor's financial performance;

     e) assist the Committee in identifying and evaluating
        avoidance and other causes of action;

     f) participate in Court hearings and, if necessary, provide
        expert testimony in connection with any hearings before
        the Court; and

     g) perform all other tasks as may be reasonably
        requested by the Committee or its counsel.

The customary hourly rates of ESBA's personnel are:

          Managing Directors/
             Vice Presidents          $295 - $365
          Senior Consultants          $250 - $315
          Associate Professionals
             and Consultants          $75 - $250

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


UAL CORPORATION: Reports $392 Million Loss for Second Quarter
-------------------------------------------------------------
UAL Corporation (NYSE: UAL), the holding company whose primary
subsidiary is United Airlines, reported its second-quarter
financial results. The company incurred a second-quarter loss of
$392 million, before a special item described in the notes to
the financial tables. This performance compares to a second
quarter 2001 loss of $292 million, excluding a one-time charge.

UAL's quarterly loss, including the special item, is $341
million. This compares to a second quarter 2001 loss of $365
million, including the one-time charge.

John W. Creighton, chief executive officer, said, "This second-
quarter loss demonstrates clearly that United continues to
suffer from the weak revenue environment since Sept. 11. The
month-to-month improvements we've seen so far this year have
stalled. In fact, our June unit revenue performance is slightly
worse than it was in May.

"We've posted another sizeable loss in what traditionally is a
strong quarter for United and the entire industry," he
continues. "We expect to post a significant deficit for the
year."

                     Financial Recovery

Since last fall, United's goal has been to get back on the road
to financial stability. In the second quarter, the carrier made
more progress in its four-part financial recovery plan by
reaching agreement with its pilots' Master Executive Council on
wage cuts and outlining a salary-reduction plan for its salaried
and management employees. However, discussions with the
company's mechanics and flight attendants haven't been as
successful.

"We are pleased with the leadership role that our pilots,
officers and salaried and management employees have taken in
working to restore the company's financial stability," Creighton
says. "While we are clearly disappointed that the IAM and AFA
have rejected our initial proposals for participation in our
recovery plan, we will continue to seek the full and equitable
participation of all employee groups. As this quarter's loss
indicates, the company has a clear need for cost savings, and
there can be no doubt that employee participation is vitally
important."

The pilots' and salaried and management employees' participation
in the recovery plan remains contingent on, among other things,
final documentation of the plan and a ratification vote by the
pilots, other employee groups' participation in the plan, a
continuing focus on non-labor cost reduction and liquidity and
the securing of federally guaranteed loans.

                           Liquidity

UAL ended the quarter with a cash balance of $2.7 billion -- a
decrease of $200 million from last quarter. UAL's cash balance
includes $273 million in restricted cash. Excluding that amount,
the company's cash balance is down to $2.4 billion.

Cash burn is typically better in the second and third quarters.
United's daily cash burn rate for the second quarter averaged
less than $1 million, down from less than $5 million per day in
the first quarter. However, United's cash burn is likely to be
worse in the third quarter and to further deteriorate in the
fourth quarter due to seasonal trends.

In addition to a cash burn increase, United has other cash
needs, such as more than $200 million in non-aircraft capital
spending for the remainder of the year, a $70 million IAM retro
payment in December and $900 million in debt maturities in the
fourth quarter.

                        Loan Guarantees

United on June 24 announced that it had filed for federal loan
guarantees with the Air Transportation Stabilization Board
(ATSB). The carrier is seeking a loan of $2 billion, with $1.8
billion guaranteed by the government.

"We believe that the ATSB loan guarantee program was designed
precisely for the situation United is in," Creighton says. "We
were dealt a major financial blow by the events of Sept. 11 and
we do not have the access to the capital markets that we need.

"In addition to our other cash needs, we have nearly $900
million in debt coming due near the end of the year and we are
concerned about our ability to refinance it," Creighton
continues. "The ATSB loan guarantee program is clearly the right
path for us."

                        Strategic Plan

For several months, United has been developing a strategic plan
that will help the carrier respond to industry changes. The plan
will redirect the airline's core and historic strengths to
address today's industry challenges. United has the world's
greatest route network, one of the youngest fleets in the
industry, the best frequent flier program and 83,000 dedicated
employees.

Through the plan, the company will focus on six key areas:

     --  Increasing the efficiency of the network through
         actions such as code shares, alliances and regional
         jets  

     --  Reducing the cost of sales  

     --  Seizing opportunities to improve the management of air
         traffic and irregular operations  

     --  Examining areas of under-performance by distribution
         channel and by customer segment  

     --  Realigning premium product offerings to ensure they are
         cost effective  

     --  Improving processes and productivity, particularly in
         airports and maintenance  

                         Outlook

The company expects to report a significant third quarter and
full-year loss. Additionally, booked load factors for the third-
quarter are currently running behind last year's numbers.
However, with bookings shifting to closer in, United expects
actual load factors to be about equal to third quarter 2001.

Currently, the company expects its fourth quarter ASMs to be up
6 percent year-over-year; however, the airline is continually
reviewing its schedule and that number could change.


U.S. STEEL: Posts Improved Financial Results for Second Quarter
---------------------------------------------------------------
United States Steel Corporation (NYSE: X) reported second
quarter 2002 adjusted net income of $17 million, significantly
improved from the adjusted net loss of $96 million reported in
the first quarter 2002 and the adjusted net loss of $21 million
reported in second quarter 2001.

In second quarter 2002, U. S. Steel reported net income of $27
million, including the net favorable effects of special items,
which on an after tax basis increased net income by $10 million.
The first quarter 2002 net loss of $83 million, included special
items, which in total decreased the net loss by $13 million. The
second quarter 2001 net loss of $30 million, included special
items, which in total increased the net loss by $9 million.

Second quarter 2002 income from operations before special items
improved to $32 million, compared with losses from operations
before special items of $81 million in first quarter 2002 and
$19 million in second quarter 2001.

U. S. Steel Chairman, CEO and President Thomas J. Usher said,
"We capitalized on improved shipments, operating efficiencies
and prices for both our domestic and Slovakian operations during
the second quarter. Steel production facilities operated at high
levels with domestic operations at 94 percent of capability and
U. S. Steel Kosice (USSK) at 96 percent. Flat- rolled segment
shipments increased 10 percent and USSK shipments increased 46
percent versus the first quarter. We also benefited from
recovering sheet spot market prices in the United States and in
Europe."

U. S. Steel's Flat-rolled segment recorded a second quarter 2002
loss from operations of $26 million, or $10 per ton. Second
quarter results improved from the losses from operations of $74
million, or $32 per ton, and $143 million, or $62 per ton,
recorded in the 2002 first and 2001 second quarters,
respectively. Average realized prices in second quarter 2002
were $402 per ton, up $25 from the 2002 first quarter as
realized prices on most products increased and the company
shipped more value-added products. Flat- rolled shipments rose
to 2.6 million net tons compared with 2.3 million net tons in
both the 2002 first and 2001 second quarters.

The Tubular segment recorded income from operations of $6
million, or $28 per ton. This reflects an increase from income
from operations of $3 million, or $16 per ton, recorded in the
first quarter, but was down from second quarter 2001 income from
operations of $35 million, or $111 per ton. Shipments of 217,000
net tons were up from 188,000 net tons in the 2002 first
quarter, but well below the 315,000 net tons shipped in the
second quarter of 2001. Average realized prices decreased to
$636 per ton from $640 in the 2002 first quarter primarily due
to product mix effects. Depressed North American oil and gas
drilling activity and high levels of imports of these products,
which are not covered by the Section 201 action, continued to
adversely impact this segment in the second quarter.

The USSK segment recorded income from operations of $26 million,
or $24 per ton, for the quarter, compared with a loss from
operations of $1 million, or $1 per ton, in the 2002 first
quarter and income from operations of $41 million, or $38 per
ton, in second quarter 2001. USSK's average realized steel price
increased by $12 per ton versus the 2002 first quarter.

Units comprising U. S. Steel's Other Businesses recorded income
from operations of $26 million, compared with a loss from
operations of $9 million in the 2002 first quarter and second
quarter 2001 income from operations of $48 million. For the
quarter, the coal, coke and iron ore units reported income from
operations of $11 million, up from the loss from operations of
$14 million reported in the first quarter 2002 and slightly less
than the income from operations of $14 million in second quarter
2001. During the second quarter, the iron ore unit experienced a
seasonal improvement and the coal unit benefited from improved
mining operations. The transportation and real estate units also
contributed to the improved earnings compared with first quarter
2002.

Net interest and other financial costs include foreign currency
translation adjustments, primarily the effect of remeasuring
USSK balances into the U.S. dollar, the functional currency. Net
gains of approximately $13 million were recorded in the second
quarter and first six months of 2002 versus net losses of $3
million and $7 million for the second quarter and first six
months of 2001, respectively.

In April, U. S. Steel announced that it had signed a letter of
intent to sell coal and related assets associated with U. S.
Steel Mining Company's West Virginia and Alabama mines. A
definitive agreement on the sale is expected in the third
quarter.

Available sources of liquidity at the end of the quarter
increased to $715 million consisting of cash and amounts
available under the Receivables Purchase Agreement, the
Inventory Facility and the USSK credit facilities. This increase
of $219 million from the prior quarter was primarily the result
of increased availability under the Receivables Purchase
Agreement due to higher receivables balances, and the repurchase
of receivables previously sold with the $192 million of net
proceeds from the company's May equity offering of 10,925,000
shares of common stock.

Looking ahead, shipments for Flat-rolled products are expected
to increase slightly in the third quarter. Further improvement
in average realized prices is also anticipated. For full-year
2002, Flat-rolled shipments are now expected to approximate 10.1
million net tons.

For Tubular, some improvement is expected in the second half
with third quarter shipments up from the depressed levels in the
first half of 2002 and average realized prices up slightly
versus the second quarter. Shipments for full-year 2002 are
expected to be approximately 900,000 net tons.

USSK's average realized prices in third quarter 2002 are
expected to increase, with shipments in line with the second
quarter. Shipments in 2002 are now projected to be approximately
4.0 million net tons.

Commenting on U. S. Steel's outlook, Usher said, "For full-year
2002, we remain optimistic that U. S. Steel will be profitable.
Our Flat-rolled business should continue to benefit from our
domestic spot market exposure and the recent price restorations
in the market. Internationally, our USSK operations are
benefiting from improved steel market conditions in Europe and
should continue to produce at the high, efficient levels
experienced in the second quarter."

Because of a higher than expected number of normal salaried
retirements, together with last year's Voluntary Early
Retirement Program that was completed in June, an unfavorable
pension settlement effect is expected to be recognized later
this year for the qualified non-union plan. The amount of this
recognition of deferred actuarial losses will depend on pension
fund investment performance and liability changes up to the
measurement date, but is broadly estimated to be approximately
$100 million (pretax).

For more information on U. S. Steel, visit its Web site at
http://www.ussteel.com  

                          *    *    *

As previously reported, Standard & Poor's affirmed its double-
'B' corporate credit and senior unsecured debt ratings on United
States Steel Corp. and removed them from CreditWatch with
negative implications. The ratings had been placed on
CreditWatch following the company's announcement on Jan. 17,
2002, that it entered into an option agreement to acquire NKK's
ownership in National Steel (approximately 53% of National
Steel's outstanding shares) and that USS would seek other
opportunities to consolidate the U.S. steel industry. The
Pittsburgh, Pennsylvania-based integrated steel producer
currently has about $2 billion of total debt (including
operating leases).

The actions reflected the meaningful turnaround expected in the
company's earnings performance, as a result of improving steel
industry conditions in the U.S. following the government's
recent implementation of import tariffs under section 201. The
affirmation also reflected management's commitment to
maintaining a moderate financial profile, evidenced by its
recent $192 million sale of common equity. In addition,
uncertainty regarding funding for USS's plan to consolidate the
U.S. steel industry has been removed, as USS is no longer
expected to engage in a broad consolidation. USS abandoned the
consolidation plan because efforts to obtain relief from the
industry's burdensome retiree medical and pension costs have
been unsuccessful. Rather USS has announced that it will attempt
to purchase select value-added assets. Although the company has
announced that it is considering making additional investments
in Central European operations, Standard & Poor's expects that
management will take actions to preserve its liquidity and fund
growth in a similar fashion to that of its November 2000 Kosice
acquisition in the Slovak Republic, which was mostly financed
with nonrecourse debt or use proceeds from divestitures of
noncore assets.

The ratings on USS reflect the difficult prospects the company
faces as a large, integrated steelmaker and its fair liquidity
position.


UNIVERSAL BROADBAND: Ability to Continue Operations Uncertain
-------------------------------------------------------------
Universal Broadband Networks, Inc., formerly IJNT.net, Inc., was
an emerging facilities-based integrated communications carrier
using digital subscriber line, or DSL, technology to offer
broadband data and voice telecommunication services to small and
medium-sized businesses and high-end residential consumers,
particularly multiple tenant units and multiple dwelling units.
It was deploying a scalable network in targeted geographic areas
where high demand existed for its services and which were
underserved by other carriers.

Due to overall market conditions, when additional funding was
needed, the Company was unsuccessful in its efforts to secure
new vendor financing and additional debt or equity financing. As
a result, on October 31, 2000, Universal Broadband Networks,
Inc. and four of its wholly-owned subsidiaries filed a voluntary
petition for relief under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
Central District of California. Since the Petition Date, the
Company has conducted limited activities as a debtor-in-
possession under the Bankruptcy Code.

In early January 2001, after considering current industry
conditions and other factors (and in consultation with the
creditors committee formed during bankruptcy proceedings),
management concluded that reorganization was not feasible. A
decision to liquidate the Company was reached at that time, and
liquidation commenced soon thereafter. Thus, the Company is no
longer engaged in the conduct of business, and now operates for
the sole purpose of holding and liquidating its assets. The
Company expects that its assets will either be sold or assigned
to secured creditors, with any remaining proceeds distributed to
other creditors. In the Chapter 11 Case, all of the Company's
liabilities as of the Petition Date are considered subject to
compromise under a plan of liquidation (including the entire
amount of secured claims which may be undersecured).

In connection with the Chapter 11 Case and the adoption of
liquidation basis accounting, the Company recorded total
expenses of $32.6 million (net) during the year ended March 31,
2001. The Company recognized $22.1 million in asset impairment
charges and in relation to the adoption of liquidation basis
accounting, $0.2 in professional fees, $7.8 million in lease and
contract rejection costs, $3.7 million in the write-off and
accelerated amortization of deferred financing costs, and
adjustments of certain pre-petition liabilities of $(1.2)
million.

During the year ended March 31, 2000, the Company experienced a
net loss of $32.4 million and had negative cash flows from
operations of $12.2 million. In addition, the Company had
substantial working capital and shareholders deficits at March
31, 2000.  Lastly, the Company had significant present and
future working capital demands, which required substantial
equity and debt financing which had not yet been secured. These
factors, among others, raised substantial doubt about the
Company's ability to continue as a going concern at the date
such financial statements were prepared.

As a consequence, as noted, the Company filed for Chapter 11
bankruptcy protection in October 2000 and is now in the process
of liquidation.


VERADO HOLDINGS: Brings-In PwC to Render Tax Compliance Services
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
Verado Holdings, Inc.'s application to employ and retain
PricewaterhouseCoopers LLP as Tax Compliance Services Provider.

PricewaterhouseCoopers will provide tax compliance services as
appropriate and feasible to meet their Federal and state income
tax reporting requirements including:

     i) preparation and review of federal and state income and
        franchise tax returns;

    ii) providing advice and assistance regarding tax planning
        issues;

   iii) providing assistance regarding existing and future
        Federal and state tax examinations; and

    iv) providing any and all other tax assistance as may be
        requested from time to time.

PricewaterhouseCoopers' customary hourly rates are:

          Partners                           $490 - $595
          Managers/Directors                 $325 - $480
          Associates/Senior Associates       $150 - $325
          Administration/Paraprofessionals   $ 75 - $140

Verado Holdings, Inc., through its subsidiaries, provides
outsourced services as well as professional services, data
center, and application hosting solutions for various
businesses. The Company filed for chapter 11 protection on
February 15, 2002. When the Debtors filed for protection from
its creditors, it listed $61,800,000 in assets and $355,400,000
in liabilities.


WCI COMMUNITIES: Will Conduct 2nd Quarter Conference Call Today
---------------------------------------------------------------
WCI Communities, Inc., (NYSE:WCI) a leading builder and
developer of highly amenitized lifestyle communities in Florida,
reported that new orders for its second quarter ended June 30,
2002 were comparable with the same period last year. The company
recorded 587 new orders during the period, compared to 580 new
orders one year ago, a 1.2% increase. The total includes new
orders for both traditional homebuilding and tower residences.
For the six-month period, new orders were essentially flat year-
over-year at 1,176 units, compared to 1,180 units.

The contract value of new homes and tower units during the
second quarter increased 1.5% to $267.7 million, compared to
$263.8 million during the same period one year ago. For the six-
month period, contract values increased 3.0% to $518.4 million
compared to $503.3 million, yielding an average sales price of
$441,000 compared to $427,000 for the same period last year. The
aggregate contract value of the company's backlog at June 30,
2002 was up 17.7% to $820.1 million, compared to $696.6 million
at June 30, 2001.

President Jerry Starkey said, "Overall, our business continued
to perform at a very healthy level during the second quarter.
While both new orders and contract values were favorable in the
second quarter of '02 compared to '01, we did experience a shift
in mix in the quarter compared to the same period last year.
Last year second quarter orders were comprised of 83%
traditional homebuilding and 17% tower units. This year in the
second quarter we had only one tower converting from the
reservation phase to the contract phase and that fact, coupled
with the strong traditional homebuilding performance resulted in
a mix of 88% traditional homebuilding and 12% tower units," he
said.

"We see moderate swings in mix and average price during the year
in the ordinary course of business at WCI due largely to the
timing of tower contracts relative to the overall mix of housing
products sold during the period," Starkey said. "Our tower
residences have an average sales price in excess of $1 million,
while our traditional homebuilding residences average in the mid
$300,000 area. This obviously influences the average sales price
if the mix between traditional and tower residences changes
period to period," he said.

In the company's traditional homebuilding division, new orders
rose 7.7% during the second quarter to 519 units, compared to
482 during the same period last year. For the six-month period,
new orders are up 2.1% to 1,016 units, compared to 995 units
last year. Contract values in the traditional homebuilding
division rose 13.5% during the quarter to $172.5 million,
compared to $152.0 million. For the six-month period, contract
values increased 1.9% from $323.0 million to $329.2 million,
yielding an average sales price of $324,000.

In the company's tower division, new orders in the second
quarter declined 30.6% to 68 units, compared to 98 units during
the same period last year. The decline reflects two fewer new
towers converting to sales contracts during the second quarter
compared to the same period last year. For the six-month period,
the tower division reported 160 new orders, compared to 185 new
orders one year ago. Contract values during the quarter declined
14.9% to $95.2 million, compared to $111.8 million during the
same period last year. For the six-month period, contract values
are up 4.9% from $180.3 million to $189.2 million, yielding an
average sales price of $1.2 million.

Starkey also said that the company expects to report a
significant increase in second quarter revenue and earnings
during its conference call and webcast scheduled for today, July
24, at 2:00 pm (EST).

For more than 50 years WCI has been creating amenity-rich,
leisure-oriented master-planned communities that serve affluent
homebuyers in Florida. Based in Bonita Springs, WCI is a
publicly held company with 34 communities located in many of
Florida's coastal markets. WCI's award-winning communities
currently feature more than 600 holes of golf, more than 1,000
boat slips at five deep-water marinas, and various country club,
tennis and recreational facilities and several luxury hotels.
The company's land holdings include approximately 15,000 acres
planned.

WCI's homebuilding operations serve primarily move-up,
retirement and second-home buyers, with prices from $100,000 to
more than $10 million. In addition to traditional single homes,
the company also builds luxury high-rise residences. It also
derives income from ancillary businesses including Prudential
Florida WCI Realty, mortgage, title and property management
services, as well as through the operation of its amenities such
as golf courses, restaurants and marinas.

As reported in Troubled Company Reporter's April 19, 2002,
edition, Standard & Poor's assigned a B rating to WCI's $200
million senior subordinated notes.


WILLIAMS: Initiates Talks to Arrange New Secured Bank Facilities
----------------------------------------------------------------
Williams (NYSE: WMB) it expects to report a recurring loss for
the second quarter, largely driven by conditions affecting the
company's marketing and risk management business. Also, the
company significantly reduced its common stock dividend.

Williams expects a recurring loss from operations of 35 to 40
cents per share. The company's previous guidance for second-
quarter recurring earnings was 20 to 25 cents per share.

For its reported results, which include non-recurring items,
Williams currently estimates a second-quarter loss of 63 to 73
cents per share. The company will publish a schedule that
reconciles reported to recurring results with its earnings
report, which is scheduled July 29.

The company said its asset-intensive businesses -- which include
interstate natural gas pipelines, midstream operations and
exploration and production -- continued to meet performance
expectations. In its marketing and risk management business, the
majority of the expected recurring loss reflects a decline in
the forward mark to market value of that segment's portfolio.

Not included in recurring results, but expected to be included
in Williams' second-quarter reported results, is an estimated
pre-tax charge of $210 million to $240 million. In addition to
the effects of impairments of certain assets, the charge
includes a write-off of costs associated with the termination of
certain interstate natural gas pipeline projects; an anticipated
additional write-down of receivables and claims included in the
Williams Communications Group (OTC Bulletin Board: WCGRU)
bankruptcy; a partial write-down of marketing and risk
management's goodwill resulting from deteriorating market
conditions; and losses related to commitments made for certain
assets to have been used on power projects.

The write-offs and impairments are the result of expected asset
sales and reductions in capital spending to strengthen the
company's balance sheet. The additional write-down of
receivables and claims associated with the WCGRU bankruptcy
represents Williams' best estimate of the effects of a
restructuring plan that is expected to be filed with the
bankruptcy court.

Williams' board of directors approved a reduction of the third-
quarter common stock dividend to one cent per share from 20
cents to conserve cash.

"Reducing our common stock dividend is one of a series of
prudent and realistic steps we have taken and are taking to
address our current business environment," said Steve Malcolm,
chairman, president and CEO. "We will continually review our
dividend policy, but for the foreseeable future, [Mon]day's
announcement represents the best course of action as we
reposition the company and strengthen its finances to meet a
more challenging operating environment.

"The right path for our company during this period of
deteriorating market liquidity and continued credit concerns is
to strengthen our finances and limit our exposure to the
marketing and risk management business," he said. As a part of
that effort, Williams also announced it is in discussions to
arrange new, secured bank facilities. Malcolm said the structure
is designed to provide the company with maximum financial
liquidity, given current market conditions.

Williams moves, manages and markets a variety of energy
products, including natural gas, liquid hydrocarbons, petroleum
and electricity. Based in Tulsa, Okla., Williams' operations
span the energy value chain from wellhead to burner tip. Company
information is available at http://www.williams.com


WILLIAMS CO.: Fitch Cuts Sr. Unsecured Below Investment Grade
-------------------------------------------------------------
The Williams Companies, Inc.'s senior unsecured debt rating has
been downgraded to BB+ from BBB and its short-term rating to B
from F2 by Fitch Ratings. In addition, the senior unsecured debt
rating for WMB's three pipeline issuing subsidiaries, Northwest
Pipeline Corp., Texas Gas Transmission Corp., and
Transcontinental Gas Pipe Line Corp., are lowered to BBB- from
BBB+. All outstanding ratings have been placed on Rating Watch
Negative.

The rating action follows the announcement by WMB on Monday that
it has entered into negotiations to arrange a new secured bank
financing to replace its existing unsecured credit facilities
which consist of a $2.2 billion 364-day unsecured revolving
credit facility expiring on July 23, 2002 and a $700 million
three-year line due July 2005. Based on prior discussions with
WMB management, Fitch had expected the company to renew the
maturing 364 day revolver on an unsecured basis at the $1-1.5
billion range. The pledged collateral, which WMB has initially
indicated will consist of interests in its domestic oil and gas
reserves, will potentially secure more than $1 billion of
borrowing capacity that will become structurally senior to WMB's
outstanding senior unsecured debt obligations. Moreover, the
inability of WMB to access the bank market on an unsecured basis
is indicative of a level of financial flexibility that is not
consistent with an investment grade credit profile.

In addition to a previously revealed balance sheet enhancement
program which included up to $3 billion of asset sales and the
potential issuance of $1 billion to $1.5 billion of common
equity, WMB today announced a significant cut to its third
quarter 2002 dividend in order to further preserve its cash
position. However, Fitch believes that the probability of WMB
completing the aforementioned equity issuance in the near-term
has declined significantly due to the ongoing deterioration in
WMB's equity valuation. Therefore, WMB's efforts to strengthen
its balance sheet will likely become more dependent on asset
sales. While the pending sale of WMB's refinery assets and
Williams Gas Pipeline Central transmission system will boost
WMB's liquidity position and should allow for meaningful de-
leveraging by year-end 2002, the potential sale of these
physical assets removes a more stable cash flow source from
WMB's credit profile.

Fitch plans to meet with WMB management to further discuss the
details of the pending secured bank financing, WMB's near-term
liquidity position, and the status of pending asset sales. In
addition, as part of its review Fitch will assess WMB's revised
energy marketing and trading strategy, particularly the impact
of reduced origination activity on WMB's unhedged exposure under
existing long-term power tolling arrangements.

Summary of Monday's rating actions:

   The Williams Companies, Inc.

     -- Senior unsecured notes and debentures to BB+ from
        BBB;

     -- Feline PACs to BB+ from BBB;

     -- Short-term rating to B from F2.

   WCG Note Trust

     -- Senior notes to BB+ to BB.

   Northwest Pipeline Corp.

     -- Senior unsecured notes and debentures to BBB- from
        BBB+.

   Texas Gas Transmission Corp.

     -- Senior unsecured notes and debentures to BBB- from BBB+.

   Transcontinental Gas Pipe Line Corp.

     -- Senior unsecured notes and debentures to BBB- from BBB+.


WORLDCOM: UST to Convene Organization Meeting to Form Committees
----------------------------------------------------------------
The United States Trustee for Region II will contact each of
WorldCom's 50 largest unsecured creditors at the addresses
provided by the Debtors to invite them to an organizational
meeting for the purpose of forming one or more official
committees of unsecured creditors.

Official creditors' committees, constituted under 11 U.S.C. Sec.
1102, ordinarily consist of the seven largest creditors who are
willing to serve on a committee.  Those committees have the
right to employ legal and accounting professionals and financial
advisors, at the Debtors' expense.  They may investigate the
Debtors' business and financial affairs.  Importantly, official
committees serve as fiduciaries to the general population of
creditors they represent.  Those committees will also attempt to
negotiate the terms of a consensual chapter 11 plan -- almost
always subject to the terms of strict confidentiality agreements
with the Debtors and other core parties-in-interest.  If
negotiations break down, the Committee may ask the Bankruptcy
Court to replace management with an independent trustee.  If the
Committee concludes reorganization of the Debtors is impossible,
the Committee will urge the Bankruptcy Court to convert the
chapter 11 cases to a liquidation proceeding.

Typically, the U.S. Trustee convenes the organizational meeting
within 10 days following the commencement of a chapter 11 case.
Creditors who do not send a representative to the organizational
meeting typically are not appointed.

Contact the U.S. Trustee at (212) 510-0500 to ascertain the
time, date and place of this meeting.

Immediately following the U.S. Trustee's determinations about
how many official committees will be appointed and who will be
appointed to each committee, the newly formed committees convene
their initial meeting.  The first order of business is to listen
to the U.S. Trustee explain the powers and duties of the
committee as a whole and members' individual responsibilities.
The Committee will generally elect a chairman.  Thereafter, the
Committee typically conducts beauty pageants to select their
legal and financial advisors. (Worldcom Bankruptcy News, Issue
No. 1; Bankruptcy Creditors' Service, Inc., 609/392-0900)  


WORLDCOM: S&P Drops Debt Ratings to D After Bankruptcy Filing
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its senior unsecured
debt and preferred stock ratings on global communications
provider WorldCom Inc., to D from C.

The corporate credit rating on MCI Communications Corp. was also
lowered to D from C, as were the debt ratings on WorldCom's
subsidiaries. All ratings were removed from CreditWatch.
Clinton, Mississippi-based WorldCom had about $30 billion of
total debt outstanding as of March 31, 2002.

"The downgrade follows WorldCom's announcement that it filed for
Chapter 11 bankruptcy protection on July 21, 2002," Standard &
Poor's credit analyst Rosemarie Kalinowski said.

WorldCom's long-term and short-term corporate credit ratings had
been lowered to D on July 17, 2002, following missed interest
payments on two rated note issues.

Worldcom Inc.'s 11,25% bonds due 2007 (WCOM07USA1), DebtTraders
reports, are trading at 24 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOM07USA1
for real-time bond pricing.


WORLDCOM: Fitch Drops Ratings to D After Chapter 11 Filing
----------------------------------------------------------
Fitch Ratings downgraded the senior unsecured debt ratings for
WorldCom, Inc., to D from C. The rating on its preferred
securities has been downgraded to D from C. The quarterly income
preferred securities (QUIPS), has been downgraded to D from C.
The rating action also applies to Intermedia Communications
senior unsecured debt, which has been downgraded to D from C.
The rating on Intermedia's preferred securities have been
lowered to D from C.

This rating action follows the company's voluntary petition for
Chapter 11 bankruptcy.


WORLDCOM INC: Will Continue to Fund Non-Debtor Digex Affiliate
--------------------------------------------------------------
Digex, Incorporated (Nasdaq: DIGX), issued the following
statement regarding WorldCom's July 21, 2002 announcement
regarding its Chapter 11 filing:

     Digex is a separate public company and was not included in
WorldCom's 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. Digex will continue
to be funded by WorldCom and utilize network services to operate
its business and deliver quality service to customers.

Digex is a leading provider of managed services. Digex
customers, from mainstream enterprise corporations to Internet-
based businesses, leverage Digex's services to deploy secure,
scaleable, high performance e-Enablement, Commerce and
Enterprise IT business solutions. Additional information on
Digex is available at http://www.digex.com


WORLDCOM: Creditors Enter Cooperation Pact to Protect Customers
---------------------------------------------------------------
WorldCom, Inc., together with MCI Communications Corporation and
other domestic subsidiaries, filed voluntary petitions seeking
reorganization under chapter 11 of the U.S. Bankruptcy Code in
the Bankruptcy Court for the Southern District of New York. In
connection with the filing, WorldCom, MCI and their affiliates
announced up to $2 billion in new senior secured financing from
JPMorganChase Bank, Citibank, and GE Capital Corporation that,
together with cash generated from ongoing operations, will be
more than sufficient to restructure and emerge from bankruptcy
as healthy companies.

The major creditor constituencies impacted by the filings,
including separately organized groups of WorldCom, MCI, and
Intermedia note holders, have been working cooperatively with
WorldCom since before the filing and have agreed to continue to
work together to ensure that WorldCom's and MCI's vital customer
relationships remain undisturbed during what the parties hope
and anticipate will be a relatively prompt process. These
parties also collectively support immediately moving toward a
reorganized capital structure for Worldcom and MCI that
reestablishes their investment-grade ratings.


ZENITH INDUSTRIAL: Wants to Maintain Exclusivity Until Oct. 10
--------------------------------------------------------------
Zenith Industrial Corporation asks the U.S. Bankruptcy Court for
the District of Delaware to extend its exclusive periods to file
a chapter 11 plan and to solicit acceptances of that plan.  The
Debtor tells the Court that it wants to maintain its exclusive
right to file a plan through October 10, 2002, and retain the
exclusive right to solicit acceptances of that plan from
creditors through December 10, 2002.

Since the Petition Date, the Debtor tells that Court that it has
made substantial progress in conducting this case. It has
consummated the Asset Sale, effected the allocation of the sale
proceeds and been forced to defend the Adversary Proceeding. To
date, the Debtor has not had an opportunity to fully negotiate a
consensual chapter 11 plan with the Debtor's Lenders and the
time needed to fully analyze the filed claims.

Zenith Industrial Corporation, a leading worldwide, full-service
Tier 1 supplier of highly engineered metal-formed components,
complex modules and mechanical assemblies for automotive OEMs
filed for chapter 11 protection on March 12, 2002. Joseph A.
Malfitano, Esq., Edward J. Kosmowski, Esq., Robert S. Brady,
Esq., at Young Conaway Stargatt & Taylor, LLP and Larry S.
Nyhan, Esq., Matthew A. Clemente, Esq., Paul J. Stanukinas,
Esq., at Sidley Austin Brown & Wood represent the Debtor in its
restructuring efforts. When the Company filed for protection
from its creditors, it listed estimated debts and assets of more
than $100 million.


* Meetings, Conferences and Seminars
------------------------------------
August 7-10, 2002
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Conference
         Kiawah Island Resort, Kiawaha Island, SC
            Contact: 1-703-739-0800 or http://www.abiworld.org

September 19 - 20, 2002
     AMERICAN CONFERENCE INSTITUTE
          Accounting and Financial Reporting
               Marriott East Side New York, New York
                    Contact: 1-888-224-2480 or 1-877-927-1563 or
                              mktg@americanconference.com

September 19 - 20, 2002
     AMERICAN CONFERENCE INSTITUTE
          Securities Enforcement and Litigation
              The Russian Tea Room Conference Facility, New York
                    Contact: 1-888-224-2480 or 1-877-927-1563 or
                              mktg@americanconference.com

September 24 - 25, 2002
     AMERICAN CONFERENCE INSTITUTE
          OTC Derivatives
               Marriott East Side New York, New York
                    Contact: 1-888-224-2480 or 1-877-927-1563 or
                              mktg@americanconference.com

September 26-27, 2002
     ALI-ABA
          Corporate Mergers and Acquisitions
               Marriott Marquis, New York
                   Contact: 1-800-CLE-NEWS or
                              http://www.ali-aba.org

September 30 - October 1, 2002
     AMERICAN CONFERENCE INSTITUTE
          Outsourcing in the Consumer Lending Industry
               The Hotel Nikko, San Francisco
                    Contact: 1-888-224-2480 or 1-877-927-1563 or
                              mktg@americanconference.com

October 9-11, 2002
   INSOL INTERNATIONAL
      Annual Regional Conference
         Beijing, China
            Contact: tina@insol.ision.co.uk or
                 http://www.insol.org

October 24-28, 2002
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Conference
         The Broadmoor, Colorado Springs, Colorado
            Contact: 312-822-9700 or info@turnaround.org

November 21-24, 2002
   COMMERCIAL LAW LEAGUE OF AMERICA
      82nd Annual New York Conference
         Sheraton Hotel, New York City, New York
            Contact: 312-781-2000 or clla@clla.org or
                       http://www.clla.org/

December 2-3, 2002
     RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
          Distressed Investing 2002
               The Plaza Hotel, New York City, New York
                    Contact: 1-800-726-2524 or fax 903-592-5168
                              or ram@ballistic.com  

December 5-8, 2002
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         The Westin, La Paloma, Tucson, Arizona
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 10-13, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Grand Hyatt, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

May 1-3, 2003 (Tentative)
   ALI-ABA
      Chapter 11 Business Organizations
         New Orleans
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

May 8-10, 2003 (Tentative)
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Seattle
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

July 10-12, 2003
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
             Drafting,
         Securities, and Bankruptcy
            Eldorado Hotel, Santa Fe, New Mexico
               Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

December 3-7, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         La Quinta, La Quinta, California
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriott, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

                          *********

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

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

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

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

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

                          *********

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

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

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

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

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

                     *** End of Transmission ***