TCR_Public/020726.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, July 26, 2002, Vol. 6, No. 147     

                          Headlines

21ST CENTURY TECHNOLOGIES: Needs Fresh Funds to Continue Ops.
360NETWORKS: Securities to be Issued Pursuant to Proposed Plan
ANC RENTAL: Honoring & Paying Prepetition Customer Obligations
ADELPHIA COMMS: Court Okays Willkie Farr as Debtors' Attorneys
ADELPHIA COMMS: Files RICO-Based Complaint against Rigases

ADELPHIA COMMS: SEC Charges Rigases with Fraud & Concealment
ADELPHIA COMMS: Supports Government Action Against the Rigases
AMBLIN TECH: TSX Suspends Shares for Violating Tier Requirements
AURORA FOODS: Taps JPMorgan & Merrill Lynch to Review Options
BCE INC: Files Prospectus for Possible C$5 Bill. Shares Offering

BAY VIEW: USB Acquisition Pact Spurs Fitch to Keep Ratings Watch
BAY VIEW: S&P Places Junk Ratings on Watch for Further Actions
CDX CORP: Judge Wedoff Sets Plan Confirmation Hearing for Aug 13
CALPINE CORP: Pushing Programs to Ensure Adequate Liquidity
CALPINE CORP: Intends to Establish Canadian Income Trust Fund

CALYPTE BIOMEDICAL: June 30 Equity Deficit Reaches $7.5 Million
CORNING: Fitch Downgrades Unsecured Debt Rating to Low-B Level
CORNING INC: Posts $370MM Net Loss on $896MM Sales for Q2 2002
COVANTA ENERGY: Town of Babylon Asks Court to Appoint Examiner
DAIRY MART: Auditors Doubt Ability to Continue Operations

DAIRY MART: Court Okays Grafe Auction Co. as Equipment Appraiser
DIRECTPLACEMENT: Must Execute Plan to Secure Ability to Continue
DYNASTY COMPONENTS: Will Not Extend CCAA Stay Expiring July 29
EVTC: Sr. Lender Agrees to Extend Time for Structure Asset Sale
ENRON CORP: Brian Baum Wants to be Hired as Special Counsel

EPICOR SOFTWARE: June 30 Working Capital Deficit Reaches $14MM
EQUUS GAMING: June 30, 2002 Partner's Deficit Tops $29 Million
FEDERAL-MOGUL: Wants Committee to Return Privileged Documents
FLAG TELECOM: Gets Okay to Hire Insignia as Real Estate Broker
FOAMEX INTL: Names Virginia Kamsky as CEO & Chairman of New Unit

FORMICA CORPORATION: Asks Court to Fix Sept. 3 Claims Bar Date
GLOBAL CROSSING: Wants to Make 401(K) Plan Contributions in Cash
GOLDMAN INDUSTRIAL: Seeks Extension of Lease Decision Period
GREATE BAY CASINO: Completes Liquidation Pursuant to Reorg. Plan
HEARTLAND TECHNOLOGY: Partners L.P. Intends to End Partner Role

HOLT GROUP: Court Converts Case to Chapter 7 Liquidation
ICG COMMS: Receives $25MM Exit Financing Arranged by Cerberus
IMC HOME: Fitch Drops Rating on Class B P-T Issues to D
IT GROUP INC: Wants to Extend Bar Date for Directors' Claims
INFU-TECH: Chapter 7 Trustee Employs Himself as Estate's Counsel

KAISER ALUMINUM: Has Until December 12 to File Chapter Plan
KENNAMETAL INC: Meets Fiscal Fourth Quarter Earnings Targets
KITTY HAWK: Texas Court Confirms Plan of Reorganization
KMART CORP: Court Okays Store No. 3334 Lease Sale to The Vons
LTV CORP: Copperweld Debtors Sign-Up Torys as Canadian Counsel

LAIDLAW: Court Okays Payment of Professional Fees as of Feb. 28
LIQUID AUDIO: Nixes JMB Capital Partners' Demand for Liquidation
LODGIAN INC: Maintains Plan Filing Exclusivity Until October 21
LOUISIANA-PACIFIC: Second Quarter Net Loss Climbs Up to $13MM
LUCENT TECHNOLOGIES: Second Quarter Revenues Drop 16% to $2.95MM

LUMINANT WORLDWIDE: Files Plan and Disclosure Statement in Texas
METALS USA: Terminates Arthur Andersen Engagement as Accountants
PACIFIC GAS: Gets Approval to Hire Experts without Court Order
PANACO INC: Wants More Time to File Schedules & Statements
PENN SPECIALTY: Exclusive Period Extended Until September 5

PHONETEL TECH: Firms-Up Merger & Debt Workout Deals with Davel
POLAROID CORP: Court Okays Disclosure Statement Filing -- Later
POPE & TALBOT: Prices $60 Million 8-3/8% Senior Note Offering
PSINET INC: Court Approves Proposed Omnibus Claims Procedures
SMTC CORP: Sets 2nd Quarter Results Teleconference for July 29

SALON MEDIA: Exploring Financing Options to Meet Liquidity Needs
SCIENT: Bankruptcy Filing May Trigger Delisting from Nasdaq SCM
STELAX INDUSTRIES: Reaches Pact to Restructure UK Subsidiary
TWINLAB CORP: Implementing Plan to Restructure Operations
US AIRWAYS: Inks Marketing Pact with United as Part of Workout

URANIUM RESOURCES: Registers 20 Million Shares for Sale
WESTPOINT STEVENS: June 30 Balance Sheet Upside-Down by $758MM
WHEELING-PITTSBURGH: Canawill Will Finance Insurance Premiums
WILLIAMS: Considering Sale of Western Canada Natural Gas Assets
WORLDCOM: Gets Interim Okay to Access $2 Billion DIP Financing

WORLDCOM INC: Receives Court Approval of First Day Motions
WORLDCOM INC: Chapter 11 Case Assigned to Judge Arthur Gonzalez
WORLDCOM INC: Verizon Proposes Plan to Cushion Impact on Sector

* FTI to Acquire PwC's U.S. Business Recovery Services Division
* Lawson Lundell Adds Three New Key Members to Calgary Team

* BOOK REVIEW: Jacob Fugger the Rich: Merchant and Banker of
               Augsburg, 1459-1525

                          *********

21ST CENTURY TECHNOLOGIES: Needs Fresh Funds to Continue Ops.
-------------------------------------------------------------
21st Century Technologies, Inc., was incorporated under the laws
of the State of Delaware on May 15, 1967 as Satcom Corporation.   
On November 6, 1991, the Company changed its name to Hughes
Pharmaceutical Corporation. Subsequent to 1991, the Company
changed its name from Hughes Pharmaceutical Corporation to First
National Holding Corporation (FNHC) Delaware. The Company became
public in 1985 through a merger with International Fluidics
Control, Inc., (formerly Sensory Systems, Inc., Training With
The Pros, Inc., and/or M-H Studios, Inc.). International
Fluidics Control, Inc., successfully completed a public offering
of its securities in 1969 under Regulation A of the Securities
Act of 1933.

As of December 31, 1985, the Company had liquidated all business
operations and began the search for a suitable merger or
acquisition candidate. As a result of this action, the Board of
Directors approved a quasi-reorganization for accounting
purposes, effective January 1, 1986, whereby all accumulated
deficits in shareholders' equity were offset against additional
paid-in capital and common stock balance sheet accounts to the
extent of reducing these accounts to equal the par value of the
issued and outstanding shares of common stock.

During the third quarter of 1994, in conjunction with the
execution of a letter of intent to acquire Innovative Weaponry,
Inc. (a New Mexico corporation), the Company consummated a plan
of merger between FNHC Nevada and FNHC Delaware whereby the
Nevada Corporation was the survivor and changed its corporate
name to Innovative Weaponry, Inc., to better reflect its future
actions and pending relationship with the acquisition target. On
September 15, 1997, the Board of Directors approved a name
change to 21st Century Technologies, Inc.

Innovative Weaponry, Inc. - New Mexico was incorporated on June
22, 1988 under the laws of the State of New Mexico. The Company
was formed for the development and sale of specialized firearms,
firearm systems and related equipment. On September 14, 1992,
Innovative Weaponry, Inc., filed a petition for relief under
Chapter 11 of the Federal Bankruptcy Laws in the United States
Bankruptcy Court of the District of New Mexico. Under Chapter
11, certain claims are stayed while the Debtor continues
business operations as Debtor-in-Possession.  On August 19,
1994, IWI-NV (now 21st Century Technologies, Inc.) and IWI-NM
entered into a letter of intent whereby IWI-NV would use its
unregistered, restricted common stock and cash to satisfy
certain obligations of IWI-NM in settlement of IWI-NM's
bankruptcy action. On February 1, 1995, the U. S. Bankruptcy
Court of the District of New Mexico confirmed the IWI-NM's plan
of reorganization. The plan became effective 30 days after its
confirmation. IWI-NM became a wholly owned subsidiary of
Innovative Weaponry, Inc. (IWI-NV) (formerly First National
Holding Corporation) (FNHC Nevada) (now known as 21st Century
Technologies, Inc.), a publicly owned company.

The Company completed the second quarter of 2001 with total
assets of $4,590,308, compared with $2,960,903 at the end of
fiscal year 2000, and $2,763,521 at the end of the second
quarter of 2000. The company's fixed assets consisting of
property, plant and equipment were valued at $2,005,622 at the
end of the second quarter of 2001, compared with $949,351 at the
end of fiscal year 2000 and $454,607 at the end of the second
quarter of 2000. This was due to several factors, which included
the company's purchases of a new manufacturing and office
facility in Haltom City, Texas, new computer equipment, and the
assets of Miniature Machine Corporation, all of which took place
during the first quarter of 2001, and the earlier purchase of
the assets of the Unertl Optical Company in the fourth quarter
of 2000.

The Company had net revenues for the second quarter of 2001 of
$548,804 and total net revenues for the first two quarters of
2001 of $790,304. This compares with net revenues for the second
quarter of 2000 of $213,953, and for the first two quarters of
2000 of $448,346. Gross profit for the second quarter of 2001
was $378,158 and was $418,425 for the first two quarters of
2001, compared with a gross profit of a deficit $21,738 for the
second quarter of 2000 and a deficit $41,265 for the first two
quarters of 2000.

The Company is dependent upon cash on hand, revenues from the
sale of its products, and its ability to raise cash through the
sale of its shares. At present, the Company needs cash for
monthly operating expenses in excess of its historic sales
revenues. The Company will continue to require additional
capital funding until sales of current products increase and
sales of products under the Trident and Unertl lines are fully
established. The Company may finance further growth through both
public and private financing, including equity offerings, which
may further dilute current shareholders' interests. If the
Company is unable to raise sufficient funds to satisfy either
short term or long term needs, there would be substantial doubt
as to whether the Company could continue as a going concern on
either a consolidated basis or through continued operation of
any subsidiary, and it might be required to significantly
curtail its operations, significantly alter its business
strategy or forego market opportunities.


360NETWORKS: Securities to be Issued Pursuant to Proposed Plan
--------------------------------------------------------------
360networks inc., and its debtor-affiliates' proposed Plan of
Reorganization provides for the issuance of the New Parent Stock
by the Debtors' new ultimate parent, 360networks holdings, inc.,
which would be the only class of equity securities that would be
issued under the Plan.  The stock would be distributed:

     80.5% to the Prepetition Lenders,
     10.0% to Allowed Class 7 Claims,
      2.0% to CCAA Plan Debtors' general unsecured creditors,
           and
      7.5% to employees.

"Of the 7.5% for employees, 1.875% of the New Parent Stock shall
be distributed on the Effective Date and the rest shall be
distributed quarterly over the next two years," Alan J. Lipkin,
Esq., at Willkie Farr & Gallagher, in New York, states.

Mr. Lipkin relates that 360networks (holdings) ltd. -- a
Canadian company that will be the post-Effective Date ultimate
parent of the companies constituting Reorganized 360 -- will
issue the New Parent Stock.  Issuance shall be subject to
dilution for future stock issuances, including the employee
stock option plan provided for under the Plan.  In the
aggregate, there will be 15,000,000 New Parent Stock shares
issued under the Plan and CCAA Plan.  Subject to limited
exceptions for recipients who may be deemed to be underwriters,
the New Parent Stock to be issued under the plans should be
exempt from registration pursuant to applicable U.S. and
Canadian law.  "The Company will seek to have the New Parent
Stock listed on the NASDAQ subject to the requirements of the
particular market," Mr. Lipkin adds.

"The future trading value of the New Parent Stock cannot be
predicted with certainty," Mr. Lipkin says.  For certain limited
confirmation purposes, Lazard Fr,res & Co. LLC, the Company's
financial advisor, has estimated that the aggregate value of the
New Parent Stock on the Effective Date would approximate
$150,000,000, which would translate into $10 per share.  Among
the risks related to actual future valuation of the New Parent
Stock are:

    (i) any valuation is premised in large part on the
        successful implementation of Reorganized 360's business
        plan, which is based on numerous assumptions that may
        not materialize or even be in Reorganized 360's control
        and which does not necessarily anticipate every event or
        circumstance that may impact the Debtors in the future;

   (ii) no established market exists for the New Parent Stock
        and there can be no assurance that a market will develop
        or, if developed, continue to exist;

  (iii) there may be significant volatility in the market for
        New Parent Stock, particularly in the near term, due to
        efforts by some creditors to dispose of their stock
        shortly after the Effective Date and the current state
        of the telecommunications industry specifically and the
        stock markets generally; and

   (iv) due to Reorganized 360's new capital structure and fresh
        start accounting rules, Reorganized 360's financial
        condition and results of operations will not be
        comparable those reflected in historical financial
        statements.

The Lump Sum Election price for the New Parent Stock is neither
intended to provide nor necessarily would provide unsecured
creditors subject to the election, with the equivalent of the
value of the New Parent Stock the creditors otherwise would
receive.  Mr. Lipkin explains that the Lump Sum Election price
is based on an equity value for Reorganized 360 that is less
than the value ascribed to Reorganized 360's equity by the
Debtors' financial advisor.  Nonetheless, the Lump Sum Election
is included in the Plan to provide unsecured creditors with an
alternative for immediately liquidating all or a substantial
portion of their entitlement to New Parent Stock into Cash for a
fixed price and without a brokerage commission.  Further, the
election would eliminate any risks associated with the ability
to trade the New Parent Stock in the future, particularly for
small or odd lot share holdings.  Payments to satisfy the Lump
Sum Election shall be funded by Reorganized 360 or Reorganized
360's designee in an aggregate amount equal to at least
$5,000,000. The New Parent Stock allocable to any Claim subject
to the Lump Sum Election shall be delivered to the Funding
Source.

The New Parent Stock would be subject to dilution to the extent
necessary to implement the New Stock Option Plan.

                      New Stock Option Plan

On the Effective Date, the Company will adopt and implement the
New Stock Option Plan.  Under the New Stock Option Plan, shares
of New Parent Stock would be reserved for issuance to employees
of Reorganized 360 based on the exercise of stock options.  The
shares reserved would represent 6.25% of the New Parent Stock.
Mr. Lipkin relates that the stock options will be granted at
fair market value, will vest semi-annually over the three years
after the dates granted, and will have eight-year terms.  The
purposes of the New Stock Option Plan are to encourage ownership
of the New Parent Stock by employees of the Company and to
provide additional incentives for the employees to promote the
success of the Company.

The Value Creation Pool authorized under an order of the
Bankruptcy Court, shall be $1,750,000 and distributions shall be
payable on the Effective Date.  The pool is based on the value
of distributions to creditors during the Debtors' Chapter 11
cases and the CCAA cases as well as under the plans in these
cases. The $1,750,000 figure is the cap on the pool set in the
Bankruptcy Court's order.  But for that cap, the Debtors believe
that the pool probably would exceed $1,750,000.

                   New Senior Secured Notes

The prepetition lenders will receive New Senior Secured Notes of
Reorganized 360 in the original principal amount of
$215,000,000.  "The notes will be secured by substantially all
of Reorganized 360's assets," Mr. Lipkin says.

A summary of terms and conditions of New Senior Secured Notes
are:

A. Issuer:                  The Notes will be joint and several
                            obligations of all of the Debtors
                            and CCAA Plan Debtors.  The Issuer
                            is to be determined.

B. Principal Amount:        $215,000,000

C. Maturity:                The fifth anniversary of the
                            Effective Date.

D. Interest Rate:           LIBOR plus 5%, subject to downward
                            adjustment based on the Reorganized
                            360's debt/EBITDA ratio measured
                            periodically during the term of the
                            Notes.  Interest shall be payable
                            in cash quarterly in arrears.

E. Amortization:

    (a) Optional            The New Senior Secured Notes shall
        Prepayments         be prepayable at any time, in whole
                            or in part, without premium,
                            penalty or discount, on 30 days'
                            prior written notice, at 100% of
                            the principal amount of the New
                            Senior Secured Notes to be prepaid,
                            plus accrued interest through the
                            date of prepayment.

    (b) Mandatory           $20,000,000 on third anniversary of
        Prepayments         the Effective Date, and $24,000,000
                            on the fourth anniversary of the
                            Effective Date.

F. Collateral and Ranking:  Secured by all of the assets of
                            Reorganized 360, including cash.

G. Financial/Performance    Financial Covenants may include:
    Covenants                  -- Minimum EBITDA
                               -- Minimum Capex
                               -- Minimum recurring service
                                  revenue

H. Third Party Credit       After the sixth month anniversary
    Facility                of the Effective Date, the Plan
                            Debtors will be permitted to obtain
                            a credit facility from a third-
                            party lender, provided that the
                            maximum principal amount of the
                            commitments and outstanding
                            borrowings under the credit
                            facility do not exceed $25,000,000.
                            The Debtors will be permitted to
                            grant liens and security interests
                            on their accounts receivable and
                            other assets to the extent
                            necessary to obtain the credit
                            facility, with the liens and
                            security interests having a
                            priority senior to the priority of
                            the liens and security interests on
                            the accounts receivable and the
                            other assets securing the notes.

J. Amendments               The New Senior Secured Notes may be
                            amended by a vote of the holders of
                            51% of the notes, other than with
                            respect to matters that customarily
                            require the consent of 100% of the
                            holders of notes of this type.
(360 Bankruptcy News, Issue No. 28; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


ANC RENTAL: Honoring & Paying Prepetition Customer Obligations
--------------------------------------------------------------
ANC Rental Corporation and its debtor affiliates, pursuant to
Section 105(a) of the Bankruptcy Code, obtained authority from
the Court to pay certain essential prepetition Customer/Partner
Obligations in the aggregate amount not to exceed $12,500,000.

These prepetition obligations relate to certain Vendors that
Support Marketing and Sales Programs; Customer Incentive
Programs; Critical Contract Labor; and Employee-Related
Corporate Credit Card Programs.  The Debtors will make payments
in an amount up to approximately $42,000,000. (ANC Rental
Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ADELPHIA COMMS: Court Okays Willkie Farr as Debtors' Attorneys
--------------------------------------------------------------
Judge Gerber grants Adelphia Communications' application to
employ Willkie Farr & Gallagher as it's attorneys on an interim
basis, subject to a final hearing to be held on July 31, 2002.  

Specifically, Willkie will:

A. provide advice, representation, and preparation of necessary
   documentation regarding financing, real estate, employee
   benefits, business and commercial litigation, tax, debt
   restructuring, bankruptcy and, if requested, asset
   dispositions;

B. take all necessary actions to protect and preserve the
   Debtors' estates during the pendency of their chapter 11
   cases, including the prosecution and defense of actions in
   which the Debtors are parties, negotiation concerning
   litigation in which the Debtors are involved, and prosecution
   of objections to claims filed against the estates;

C. prepare necessary motions, applications, answers, orders,
   reports and papers in connection with the administration of
   these chapter 11 cases;

D. assist in the negotiation and preparation of a plan of
   reorganization and accompanying disclosure statement;

E. counsel the Debtors with regard to their rights and
   obligations as debtors in possession; and

F. perform all other necessary legal services. (Adelphia
   Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
   Inc., 609/392-0900)

Adelphia Communications' 9.375% bonds due 2009 (ADEL09USR2),
DebtTraders reports, are trading at 42 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL09USR2
for real-time bond pricing.


ADELPHIA COMMS: Files RICO-Based Complaint against Rigases
----------------------------------------------------------
Adelphia Communications Corporation (OTC: ADELQ) has filed suit
against John Rigas, the Company's founder and Former Chairman;
his three sons -- Tim, Michael and James Rigas -- who are former
Board members and company executives; his son-in-law, Peter
Venetis, who was a member of the Board at the Company; former
Vice President of Finance, James Brown, and former Assistant
Treasurer Michael Mulcahey.

Also named in the lawsuit were Doris Rigas, wife of John Rigas;
Ellen Rigas Venetis, daughter of John Rigas; and 20 companies
controlled by the family.

Filed Wednesday in bankruptcy court in Southern District of New
York, the Company's lawsuit charges the Defendants with
violation of the Racketeer Influenced and Corrupt Organizations
Act, breach of fiduciary duties, waste of corporate assets,
abuse of control, breach of contract, unjust enrichment,
fraudulent conveyance, and conversion of corporate assets.

The lawsuit states, "The Rigas Family Directors, together with
the other defendants, are responsible for one of the largest
cases of corporate looting and self-dealing in American
corporate history."

The Rigas Family Directors (John, Tim, Michael, and James Rigas)
held a majority of Adelphia's voting stock and together with
John's son-in-law Peter Venetis formed a majority on Adelphia's
board of directors. John, Tim, Michael, and James Rigas also
held all of the senior executive positions of the Company. James
Brown was Adelphia's Vice President of Finance and Michael
Mulcahey was a Vice President of Adelphia and its Assistant
Treasurer.

                         Specific Charges

The lawsuit -- brought by the firm of Boies Schiller and Flexner
of Armonk -- charges:

     1. The Rigas Family Directors' actions benefited their own
self-interest at the expense of the Company and its shareholders
and did so without disclosing their conduct to the independent
members of Adelphia's Board of Directors, Adelphia's
shareholders or the public. They caused Adelphia to file
financial statements and press releases they knew were false and
misleading, and failed to reveal their multiple undisclosed and
unapproved acts of self-dealing and misrepresentation.

     2. Rigas Management manipulated the Company's books and
records so that its quarterly metrics would meet or exceed Wall
Street's expectations, thus inflating the price of the Company's
publicly traded stock.

     3. The Rigas Management commingled Adelphia funds with
funds from entities in which the Rigas Management or other Rigas
family members maintained a controlling interest, causing
Adelphia to dole out hundreds of millions of dollars to fund
non-corporate projects ranging from personal loans to real
estate transactions, including the purchase of Manhattan
apartments for personal use and land for a private golf course,
making cash advances to the Rigas-controlled Buffalo Sabres
hockey team, and providing millions of dollars to members of the
Rigas Family so that they could satisfy margin calls on their
stock holdings.

     4. The Rigas Management regularly conducted their business
activities with the sole purpose of benefiting themselves at the
expense of Adelphia and used Adelphia's line of credit to make
purchases that conferred no benefit upon Adelphia and that
instead unjustly enriched the Rigas Family Directors and other
Rigas family members.

     5. The Rigas Management created a complicated network of
private partnerships for the Rigas Family Entities(1), which was
used as a tool in engaging in their fraudulent and self-dealing
schemes. Using Adelphia's Cash Management System, the Rigas
Management simply made "journal entries" to transfer funds
between and among Adelphia and one or more of the Rigas Family
Entities so that the transactions would appear to be
economically beneficial to the Company, when in fact, they only
further burdened Adelphia with more debt while permitting the
Rigas Management to acquire multi-million dollar assets at
little, if any, personal cost.

According to the lawsuit, "The Rigas Management's off-the-books
and self-dealing transactions, as well as Defendants' false and
misleading statements and conduct, resulted in massive damages
and loss in market capitalization of well over a billion
dollars."

The RICO charges brought by the Company permit the recovery of
three times the damages proved for the violations.

Said Erland Kailbourne, Chairman and interim Chief Executive
Officer of Adelphia, "The purpose of this lawsuit is to recover
damages from the Rigas family and their controlled entities for
their massive self-dealing and misconduct. These members of the
Rigas family deliberately acted with the purpose of benefiting
themselves at the expense of Adelphia, its employees, investors
and the 3,500 local communities we serve."

He added, "Meanwhile, the independent directors and the new
Adelphia management team is working diligently to repair the
damage done by the Rigas family and their accomplices and will
continue its investigation and pursuit of other claims against
those responsible."

The independent directors and the new management of Adelphia are
focused on taking significant action to restore the Company's
reputation and credibility, to maximize the value of the Company
for its stakeholders, and to provide uninterrupted quality
cable, high speed Internet and other services to more than 5.7
million customers nationwide. Adelphia voluntarily filed for
Chapter 11 protection in June in order to begin a financial
restructuring while ensuring its ability to serve millions of
customers across the nation. Since that filing, Adelphia has
been granted access to $500 million of a $1.5 billion Debtor in
Possession (DIP) financing facility. These funds -- along with
the significant cash flow the Company continues to generate --
are enabling Adelphia to continue to operate smoothly and
provide quality cable programming. The funds also allow the
Company to resume its schedule of nationwide technological
upgrades necessary to offer digital cable, high-speed Internet
access and other enhanced services.

Adelphia Communications Corporation, with headquarters in
Coudersport, Pennsylvania, is the sixth-largest cable television
company in the country.


ADELPHIA COMMS: SEC Charges Rigases with Fraud & Concealment
------------------------------------------------------------
The Securities and Exchange Commission filed charges against
Adelphia Communications Corp.; its founder John J. Rigas; his
three sons, Timothy J. Rigas, Michael J. Rigas, and James P.
Rigas; and two senior executives at Adelphia, James R. Brown,
and Michael C. Mulcahey, in one of the most extensive financial
frauds ever to take place at a public company.

In its complaint, the Commission charges that Adelphia, at the
direction of the individual defendants:

     (1) fraudulently excluded billions of dollars in
         liabilities from its consolidated financial statements
         by hiding them on the books of off-balance sheet
         affiliates;

     (2) falsified operations statistics and inflated earnings
         to meet Wall Street's expectations; and

     (3) concealed rampant self-dealing by the Rigas Family,
         including the undisclosed use of corporate funds for
         Rigas Family stock purchases and the acquisition of
         luxury condominiums in New York and elsewhere.

A full-text copy of the SEC's Complaint is available at:

     http://www.sec.gov/litigation/complaints/complr17627.htm

Also, the United States Attorney's Office for the Southern
District of New York filed related criminal charges against
several of the same defendants.

In its lawsuit, filed in federal court in Manhattan, the
Commission alleges that the defendants violated the antifraud,
periodic reporting, record keeping, and internal controls
provisions of the federal securities laws. Adelphia is the sixth
largest cable television provider in the United States and,
through various subsidiaries, provides cable television and
local telephone service to customers in 32 states and Puerto
Rico.

The Commission seeks a judgment ordering the defendants to
account for and disgorge all ill-gotten gains, including all
compensation received by the individual defendants during the
fraud, all property unlawfully taken from Adelphia by the
individual defendants through undisclosed related-party
transactions, and any severance payments related to the
individual defendants' resignations from the company. The
Commission also seeks civil penalties from each defendant, and
permanent injunctions against violating the securities laws. The
Commission further seeks an order barring each of the individual
defendants from acting as an officer or director of a public
company.

"This case presents a deeply troubling picture of greed and
deception at a large, publicly-held company," said SEC Director
of Enforcement Stephen M. Cutler. "The Commission and the
criminal authorities have responded to this egregious conduct
with swift, strong and coordinated enforcement action and
prosecutions."

The Director of the SEC's Northeast Regional Office Wayne M.
Carlin said: "In this case, Adelphia not only failed early on to
cooperate with the Commission's investigation, but actually
allowed the fraud to continue until the Rigas family lost
control over the company's conduct. The Commission's request for
civil penalties against Adelphia - an unusual step against a
public company - is all the more appropriate in light of that
fact."

Specifically, the Commission's complaint alleges as follows:

Between mid-1999 and the end of 2001, John J. Rigas, Timothy J.
Rigas, Michael J. Rigas, James P. Rigas, and James R. Brown,
with the assistance of Michael C. Mulcahey, caused Adelphia to
fraudulently exclude from the Company's annual and quarterly
consolidated financial statements over $2.3 billion in bank debt
by deliberately shifting those liabilities onto the books of
Adelphia's off-balance sheet, unconsolidated affiliates. Failure
to record this debt violated GAAP requirements and laid the
foundation for a series of misrepresentations about those
liabilities by Adelphia and the defendants, including the
creation of: (1) sham transactions backed by fictitious
documents to give the false appearance that Adelphia had
actually repaid debts when, in truth, it had simply shifted them
to unconsolidated Rigas-controlled entities, and (2) misleading
financial statements by giving the false impression through the
use of footnotes that liabilities listed in the Company's
financials included all outstanding bank debt.
  
Timothy J. Rigas, Michael J. Rigas, and James R. Brown made
repeated misstatements in press releases, earnings reports, and
Commission filings about Adelphia's performance in the cable
industry, by inflating: (1) Adelphia's basic cable subscriber
numbers; (2) the extent of Adelphia's cable plant "rebuild" or
upgrade; and (3) Adelphia's earnings, including its net income
and quarterly EBITDA. Each of these represent key "metrics" by
which Wall Street evaluates cable companies.
  
Since at least 1998, Adelphia, through the Rigas Family and
Brown, made fraudulent misrepresentations and omissions of
material fact to conceal extensive self-dealing by the Rigas
Family. Such self-dealing included the use of Adelphia funds to
finance undisclosed open market stock purchases by the Rigas
Family, purchase timber rights to land in Pennsylvania,
construct a golf club for $12.8 million, pay off personal margin
loans and other Rigas Family debts, and purchase luxury
condominiums in Colorado, Mexico, and New York City for the
Rigas Family.

The Commission alleges that the defendants continued their fraud
even after Adelphia acknowledged, on March 27, 2002, that it had
excluded several billion dollars in liabilities from its balance
sheet. The defendants allegedly covered-up their conduct and
secretly diverted $174 million in Adelphia funds to pay personal
margin loans of Rigas Family members. When Adelphia failed to
file its 2001 Form 10-K through the Spring, the price of
Adelphia's stock collapsed from a closing price of $20.39 per
share on March 26, 2002 to a closing price of $.79 on June 3,
2002, when the NASDAQ delisted the stock. Adelphia filed for
bankruptcy protection under Chapter 11 of the U.S. Bankruptcy
Code on June 25, 2002.

The Commission's investigation is continuing. The Commission
acknowledges the assistance and cooperation by the U.S.
Attorney's Office for the Southern District of New York and the
U.S. Postal Inspection Service in this matter.


ADELPHIA COMMS: Supports Government Action Against the Rigases
--------------------------------------------------------------
Adelphia Communications Corporation (OTC: ADELQ), announced that
it supports the action taken by the federal government Wednesday
against its former chairman, John Rigas, three of his sons and
two others, and believes that these actions will help Adelphia
recover the assets improperly taken from the Company by the
Rigas family. The Rigas family, as described in the government's
complaint, "perpetrated one of the most extensive financial
frauds ever to take place at a public company," and was engaged
in egregious self-dealing and financial chicanery, while at the
same time providing the Company's independent directors and the
marketplace with incomplete, misleading or simply false
information.

The independent members of the Company's Board of Directors
ousted the Rigas family from the Board and senior management
positions in May 2002. Since then, the Company has fully
cooperated with the investigations of the U.S. Securities and
Exchange Commission and the U.S. Attorneys from the Southern
District of New York and the Middle District of Pennsylvania.
The SEC has confirmed that its complaint and public statements
regarding Adelphia's lack of cooperation only relate to periods
during which the Rigas family controlled the Company.

Adelphia has fully disclosed the information that it has been
able to uncover regarding the Rigas' improper actions, including
through the filing of Forms 8-K with the Securities and Exchange
Commission. The matters disclosed in those public filings form
the basis for much of the civil and criminal complaints filed by
the government today. The Company, therefore, is disappointed
that the federal government, in its own words, is seeking the
"unprecedented" relief of civil monetary penalties from the
Company. This action will only have the effect of further
penalizing the Company's stakeholders who were the victims of
the Rigas' improper conduct.

The independent directors and the new management of Adelphia are
focused on taking significant action to restore the Company's
reputation and credibility, to maximize the value of the Company
for its stakeholders, and to provide uninterrupted quality
cable, high speed Internet and other services to more than 5.7
million customers nationwide. Adelphia voluntarily filed for
Chapter 11 protection in June in order to begin a financial
restructuring while ensuring its ability to serve millions of
customers across the nation. Since that filing, Adelphia has
been granted access to $500 million of a $1.5 billion Debtor in
Possession (DIP) financing facility. These funds -- along with
the significant cash flow the Company continues to generate --
are enabling Adelphia to continue to operate smoothly and
provide quality cable programming. The funds also allow the
Company to resume its schedule of nationwide technological
upgrades necessary to offer digital cable, high-speed Internet
access and other enhanced services.

Adelphia Communications Corporation, with headquarters in
Coudersport, Pennsylvania, is the sixth-largest cable television
company in the country.


AMBLIN TECH: TSX Suspends Shares for Violating Tier Requirements
----------------------------------------------------------------
Amblin Technologies Inc., announces that effective at the open
of trading on July 22, 2002, trading in the shares of the
Company have been suspended by the TSX Venture Exchange as the
Company has failed to maintain tier maintenance requirements in
accordance with Policy 2.5 and has been designated an inactive
issuer for a period greater than eighteen months.

The Company has ninety days within which it must make a
reinstatement submission and demonstrate that it meets tier
maintenance requirements.

The Company continues to search for suitable investment
opportunities.


AURORA FOODS: Taps JPMorgan & Merrill Lynch to Review Options
-------------------------------------------------------------
Aurora Foods Inc., (NYSE: AOR) a producer and marketer of
leading food brands, announced its financial results for the
second quarter that ended June 30, 2002, with adjusted EBITDA
and unit-volume growth in line with Company expectations.

The Company's adjusted EBITDA (earnings before interest, taxes,
depreciation, amortization and other charges) were $24.8
million, compared with last year's second-quarter adjusted
EBITDA of $33.5 million.

Unit volume in the second quarter increased a strong 10% versus
prior year and was led by Duncan Hines, the Company's largest
brand. Other businesses with strong growth were frozen breakfast
food, syrup, Mrs. Paul's seafood, foodservice and alternate
channels. Lender's volume was down approximately 6%, a
significant slowing in the decline versus previous quarters.

At June 30, 2002, Aurora Foods' balance sheet shows a working
capital deficiency of about $15 million.

"We are pleased with our second-quarter results," said James T.
Smith, Chairman and Chief Executive Officer. "One of our key
goals in 2002 is to continue to take the necessary strategic
steps to strengthen our brands by building market share and
consumer take-away. This quarter we significantly increased our
new product spending by over $5 million, and our unit-volume
results benefited from key new products in seafood, bagels and
baking mixes. We also made significant improvements in our base
marketing programs, like adding advertising to Duncan Hines.
While these spending increases reduced our EBITDA versus second
quarter year ago, we believe they are essential building blocks
to creating a high-value, world-class food business." Net sales,
which includes the effect of most marketing expenses, were
$176.5 million, compared with $181.6 million a year ago, a
decline of 2.8%, reflecting the impact of product mix, new
product introductory spending and increased marketing programs.
The net loss for the quarter was $31.1 million, or $0.44 a
share, compared with a net loss of $9.0 million, or $0.13 a
share, a year ago. The second-quarter 2002 results include a
pre-tax charge of $29.9 million to close the Company's West
Seneca, New York, bagel facility. The Company transferred all
production to its more efficient bagel facility in Mattoon,
Illinois.

               Taking Major Steps to Reduce Costs
                   and Deleverage the Company

The Company said that its cost-effectiveness program continued
to help improve operating results and drive unnecessary costs
out of the business. Major projects include moving distribution
and syrup production to the St. Elmo facility, various
purchasing savings as well as the previously announced closing
of the West Seneca bagel plant.

"We will continue to take every aggressive step possible to
reduce costs," Mr. Smith said. "We continue to be focused on
strengthening Aurora's brands, reducing unnecessary costs and
pursuing further steps to deleverage our balance sheet."

Last month, the Company announced $62.6 million of new capital
from its banks and major shareholders. At that time, the Company
also said it had retained Merrill Lynch and JPMorgan to
investigate a range of strategic alternatives, including the
sale of certain assets or businesses. Expenses related to the
issuance of warrants and previously deferred financing expenses
have been reflected in the second- quarter results.

              Adopting New Required Accounting Rules

In accordance with Statement of Financial Accounting Standard
No. 142, Goodwill and Other Intangible Assets, in the first
quarter of 2002 Aurora Foods discontinued amortization of
goodwill and indefinite lived intangibles and recorded a non-
cash after-tax adjustment of approximately $95 million to
recognize an impairment in the value of its trade names. In the
second quarter, the Company completed the first phase of testing
goodwill for impairments and concluded that goodwill recorded in
connection with certain past acquisitions had been impaired. In
accordance with the Statement's requirements, the Company
recorded, effective January 1, 2002, the estimated non-cash
after-tax impairment of approximately $55 million, subject to
completion of the remaining required steps during the second
half of 2002.

Aurora Foods Inc., based in St. Louis, is a producer and
marketer of leading food brands including Duncan Hines(R) baking
mixes; Log Cabin(R) and Mrs. Butterworth's(R) syrups;
Lender's(R) bagels; Van de Kamp's(R) and Mrs. Paul's(R) frozen
seafood; Aunt Jemima(R) frozen breakfast products; Celeste(R)
frozen pizza and Chef's Choice(R) skillet meals.

More information about Aurora Foods Inc., may be found on the
corporate Web site at http://www.aurorafoods.com  


BCE INC: Files Prospectus for Possible C$5 Bill. Shares Offering
----------------------------------------------------------------
BCE Inc., (TSX, NYSE: BCE) will file a preliminary short form
base shelf prospectus with all securities regulatory authorities
throughout Canada and the Securities and Exchange Commission in
the United States relating to the possible offer of common
shares, preferred shares and debt securities, up to a total of
C$5 billion.  The U.S. registration statement will cover only
U.S.$3 billion out of the C$5 billion, and the balance will not
be registered and may not be offered or sold in the United
States. These securities may be offered, from time to time,
during the two-year period for which the short form base shelf
prospectus remains valid.

The net proceeds that would result from this short form base
shelf prospectus will be used to pay for a portion of the cost
of the acquisition of the minority interest in Bell Canada held
by SBC and for the general corporate purposes of BCE.

                          *   *   *

As previously reported in the July 19, 2002 issue of the
Troubled Company Reporter, a lawsuit was filed against BCE Inc.,
in the Ontario Superior Court of Justice late Friday, July 12,
2002, by certain members of the Teleglobe Lending Syndicate
which advanced US$1.25 billion to Teleglobe Inc., and Teleglobe
Holdings (U.S.) Corporation.  The plaintiffs seek damages from
BCE in the aggregate amount of US$1.19 billion. The plaintiffs
represent approximately 95.2% of the U.S.$1.25 billion advanced
by the members of the Teleglobe Lending Syndicate.

BCE denied any liability to any creditor of Teleglobe or its
subsidiaries, and strongly believed that the claims contained in
the lawsuit are without merit or foundation. BCE intends to take
all necessary steps to vigorously defend its position to the
fullest extent possible.


BAY VIEW: USB Acquisition Pact Spurs Fitch to Keep Ratings Watch
----------------------------------------------------------------
Fitch Ratings has placed Bay View Capital Corporation and its
subsidiary Bay View Bank, N.A., on Rating Watch Evolving. The
rating action is in response to the announced definitive
agreement between BVC and U.S. Bancorp that calls for USB to
acquire BVC's retail branch network and selected loans, and to
assume its deposit obligations. The transactions are expected to
close by yearend 2002.

The rating action reflects the potential positive affect the
announced transaction will have on current BVB depositors under
the expectations that USB will be able to effectively integrate
BVC's branch network and deposit customers into its regional
franchise. The evolving status also reflects the uncertainty of
the terms and conditions of other transactions necessary to fund
the deposit sale to USB, as well as the risk remaining on BVC's
balance sheet once all the planned transactions have been
completed, including the $1 billion loan sale to Washington
Mutual that is expected to close by mid-August.

Fitch is concerned that the remaining risk associated with the
balance sheet of the going concern entity may be significantly
higher than BVC's current mix of assets; and thus, views the
transaction as potentially negative from a credit standpoint.
That said, Fitch expects to see the surviving entity hold
capital and reserves that correspond with the inherent risk of
the remaining portfolio, which, in our opinion, would call for
considerably higher capital and reserves than BVC has maintained
in recent years.

Fitch anticipates that the rating watch status will remain until
completion of the various transactions. However, Fitch will
address the evolving rating watch with a more definitive action
once it has completed an assessment of the quality of the
remaining assets, the plans for asset securitization and the
importance and role of BVC's plans to fund continued loan
originations. It is anticipated this review will be completed
within the next 90 days.

               Bay View Capital Corporation

               --Long-term debt, 'B-';

               --Subordinated debt, 'CCC';

               --Individual, 'D';

               --Support, '5';

               --Rating Watch 'Evolving'.

                     Bay View Bank

               --Long-term deposits, 'B+';

               --Long-term debt, 'B-';

               --Short-term deposits, 'B';

               --Short-term debt, 'B';

               --Subordinated debt, 'CCC';

               --Individual, 'D';

               --Support, '5';

               -- Rating Watch 'Evolving'.

               Bay View Capital Trust I

               --Preferred Stock, 'CC'.


BAY VIEW: S&P Places Junk Ratings on Watch for Further Actions
--------------------------------------------------------------
Standard & Poor's Ratings Services placed all ratings of Bay
View Capital Corp., and related entities, including Bay View's
triple-'C'-minus/single-'C' counterparty credit ratings, on
CreditWatch with positive implications.

The ratings actions are in response to the company's announced
plan to sell its deposit franchise and a pool of assets to U.S.
Bancorp, as well as other asset sales. Closing of the
transaction with U.S. Bancorp is subject to various conditions,
including approvals from the federal banking regulatory
agencies, required approvals of Bay View's stockholders at a
special meeting to be held within approximately 75 days, and the
receipt of certain opinions. If these conditions are met, the
company is expected to have sufficient liquidity to address its
debt and preferred stock obligations.

Additional contingent conditions include the ability either to
sell additional assets or secure new financing for them after
the sale of the deposits. Bay View has signed a definitive
agreement to sell a portfolio of approximately $1 billion of
multifamily and commercial real estate loans to Washington
Mutual Inc. at a slight premium to book value. This transaction
is expected to close in about 30 days. Bay View's indirect
automobile lending subsidiary, Bay View Acceptance Corp., and
its asset-based lending subsidiary, Bay View Commercial Finance
Group, will continue as loan-generating operating companies.

"Given the magnitude and complexity of all the pending
transactions and the variables involved, the ultimate ratings
outcome cannot yet be determined," said credit analyst Robert B.
Hoban, Jr. Standard & Poor's will closely monitor the progress
of these transactions as well as Bay View's liquidity and
regulatory status, and provide CreditWatch updates as warranted.


CDX CORP: Judge Wedoff Sets Plan Confirmation Hearing for Aug 13
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, scheduled a hearing to consider confirmation
of CDX Corporation's Prepackaged Plan under Chapter 11 of the
Bankruptcy Code. The Confirmation hearing will commence before
the Honorable Eugene Wedoff on August 13, 2002, at 10:00 a.m.
prevailing Central Time or as soon thereafter as Counsel can be
heard.

An auction of the Debtor's remaining assets will also commence
at the Offices of the Debtor's Counsel, Sidley Austin Brown &
Wood at 9:00 a.m., prevailing Central Time on the first business
day following Confirmation of the Prepackaged Plan.

Written objections to Confirmation of the Plan, including the
auction of the remaining assets, must be filed before 4:00 p.m.
prevailing Central time on July 26, 2002 with the:

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

with copies to:

           Shalom L. Kohn, Esq.
           Sidley Austin Brown & Wood
           One Bank Plaza
           10 South Dearborn Street
           Chicago, Illinois 60603
           Counsel to CDX Corporation

           The United States Trustee
           227 West Monroe Street, Suite 3350
           Chicago, Illinois 60606

           Paul A. Lucey, Esq.
           Michael Best & Friedrich LLP
           100 E. Wisconsin Avenue, Suite 3300
           Milwaukee, Wisconsin 53202.

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


CALPINE CORP: Pushing Programs to Ensure Adequate Liquidity
-----------------------------------------------------------
Calpine Corporation (NYSE: CPN) announced that for the quarter
ended June 30, 2002, it expects net income of approximately $72
million.  Additional detail for the quarter will be provided
during its previously scheduled conference call on Thursday,
August 1, 2002, at 7:30 am PDT when the company releases its
financial results for the second quarter.

"Calpine is continuing to meet the challenges facing our
industry today. Calpine is also moving forward on several
programs to further strengthen our balance sheet and to ensure
sufficient liquidity.  We have implemented significant
reductions in our capital spending programs and have reduced
overhead and other expenditures," stated Calpine Chairman, CEO
and President Peter Cartwright.

The company continues to execute its previously announced
programs to strengthen its balance sheet and increase cash
resources -- one of these is the proposed Calpine Power Income
Fund. Proceeds from the proposed offering that are received by
Calpine will be used for general corporate purposes.

Based in San Jose, California, Calpine Corporation is an
independent power company that is dedicated to providing
customers with clean, efficient, natural gas-fired power
generation.  It generates and markets power, through plants it
develops, owns and operates, in 21 states in the United States,
three provinces in Canada and the United Kingdom.  Calpine is
the world's largest producer of renewable geothermal energy, and
it owns and markets 1.3 trillion cubic feet of proved natural
gas reserves in Canada and the United States.  The company was
founded in 1984 and is publicly traded on the New York Stock
Exchange under the symbol CPN.  For more information about
Calpine, visit its Web site at http://www.calpine.com

Calpine posted a working capital deficit of about $582 million
as of March 31, 2002.


CALPINE CORP: Intends to Establish Canadian Income Trust Fund
-------------------------------------------------------------
Calpine Corporation (NYSE: CPN), a leading North American power
producer, plans to establish a Canadian income trust fund --
Calpine Power Income Fund.  The proposed Fund will indirectly
own interests in two of Calpine's Canadian power generating
assets, one of which is under construction, and will make a loan
to a Calpine subsidiary which owns Calpine's other Canadian
power generating asset.  Combined, these assets represent
approximately 550 net megawatts of power generating capacity.  
Calpine has filed a preliminary prospectus with securities
commissions in Canada for the sale of Trust Units of the Calpine
Power Income Fund.

The power generating assets to be acquired by the Calpine Power
Income Fund are a 100 percent interest in the 225-megawatt
Island Cogeneration Facility located in British Columbia, near
Campbell River and a 100% interest in the 300-megawatt combined-
cycle Calgary Energy Centre, currently under construction in
Calgary, Alberta.  The Calpine Power Income Fund will also make
a loan to a Calpine subsidiary for its 50 percent indirect
interest in the 50-megawatt Whitby Cogeneration Facility,
located in Whitby, Ontario.

Calpine plans to retain a substantial interest in the Calpine
Power Income Fund and the assets.  Proceeds from the offering
that are received by Calpine will be used for general corporate
purposes.

The offering will be led jointly by Scotia Capital Inc., and
CIBC World Markets Inc., on behalf of a syndicate of
underwriters that includes National Bank Financial Inc., TD
Securities Inc., Canaccord Capital Corporation and HSBC
Securities (Canada) Inc.

The securities offered have not been registered under the  U.S.
Securities Act of 1933, as amended, and may not be offered or
sold in the United States absent registration or an applicable
exemption from the registration requirements.  A preliminary
prospectus relating to these securities has been filed with
securities commissions or similar authorities in certain
provinces of Canada but has not yet become final for the purpose
of a distribution to the public.  This news release shall not
constitute an offer to buy these securities in any state of the
United States or province of Canada, and with respect to a
province of Canada, prior to the time of a receipt for the final
prospectus or other authorization is obtained from the
securities commission or similar authority in such province.

Based in San Jose, California, Calpine Corporation is an
independent power company that is dedicated to providing
customers with clean, efficient, natural gas-fired power
generation.  It generates and markets power through plants it
develops, owns and operates in 21 states in the United States,
three provinces in Canada and in the United Kingdom.  Calpine
also is the world's largest producer of renewable geothermal
energy, and it owns 1.3 trillion cubic feet equivalent of proved
natural gas reserves in Canada and the United States.  The
company was founded in 1984 and is publicly traded on the New
York Stock Exchange under the symbol CPN.  For more information
about Calpine, visit its Web site at http://www.calpine.com

                         *   *   *

As reported in the April 3, 2002 edition of Troubled Company
Reporter, Standard & Poor's lowered Calpine Corp.'s Credit
Rating to BB due to plans of securing $2 billion in new
financing.

Calpine Corp.'s 8.75% bonds due 2007 (CPN07USN1), DebtTraders
says, are trading at 60. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=CPN07USN1


CALYPTE BIOMEDICAL: June 30 Equity Deficit Reaches $7.5 Million
---------------------------------------------------------------
Calypte Biomedical Corporation (OTCBB:CALY), the developer and
marketer of the only two FDA-approved HIV-1 antibody tests that
can be used on urine samples, as well as an FDA-approved serum
HIV-1 antibody Western Blot supplemental test, announced
financial results for the second quarter and six months ended
June 30, 2002.

The net loss attributable to common stockholders for the quarter
was $4.96 million, compared to a net loss of $2.84 million for
the three months ended June 30, 2001. Revenues for the quarter
totaled $1.2 million, versus revenues of $1.61 million for the
same quarter last year. The loss from operations declined to
$2.45 million from $2.62 million for the same quarter in 2001.

For the six months ended June 30, 2002 the net loss attributable
to common stockholders was $5.64 million compared to a net loss
of $6.4 million for the six months ended June 30, 2001. Revenues
for the period totaled $2.36 million, versus revenues of $3.01
million for the same period last year. The loss from operations
declined to $4.38 million from $5.66 million for the same period
in 2001.

Calypte's June 30, 2002, balance sheet shows a total
shareholders' equity deficit of about $7.5 million.

Commenting on the second quarter results, Anthony Cataldo,
Calypte's Executive Chairman, stated, "All things considered,
the results generated during the quarter are quite remarkable,
especially when you take into consideration that mid-way through
the quarter the company announced that it was winding down
operations, laying off most of its workforce and contemplating
bankruptcy."

           Company to Accelerate Development of Rapid Test

Based upon the extremely positive reaction to the company's
presentation of its research on the development of a new rapid
urine-screening test for HIV-1 at the recently concluded AIDS
2002 Conference in Barcelona, Calypte will commence U.S.
studies, along with international trials, in order to accelerate
the approval process for this new test in the U.S. In one of our
initial studies, results for this new test yielded 100 percent
sensitivity and 100 percent specificity (no false positives and
no false negatives).

Nancy Katz, Calypte's President and Chief Executive Officer,
stated, "Without a doubt the Barcelona AIDS Conference was a
huge success for the company. Not only was our research
presentation on our rapid HIV test extremely well received, but
we also had a constant flow of important visitors to our booth,
most of whom expressed tremendous interest in our FDA-approved
urine screening test. The conference provided us with global
exposure for urine testing that would have taken us years to
achieve even if we had an unlimited advertising budget. We have
now definitely arrived on the world scene and intend to build
upon what was accomplished at that conference."

Highlights for the quarter include:

     --  Resumed production of its urine EIA Screening and urine
         and serum Western Blot supplemental confirmation tests
         and began shipping these products to customers.

     --  Signed a worldwide non-exclusive distribution agreement
         with Adaltis Inc., of Montreal, Canada for the
         distribution of Calypte's serum HIV-1 Western Blot
         test.

     --  Strengthened financial condition with $3 million in new
         funds.

     --  Executed an agreement with Marukin Diagnostics, Inc. of
         Berkeley, California for the distribution of Marukin's
         urinary bile acid sulfate (UBAS) assay.

     --  Appointed Dr. Luc Montagnier, co-discoverer of HIV-1
         and HIV-2 and president of the World Foundation for
         AIDS Research and Prevention, as a consultant to the
         company and to assist Calypte in continuing to obtain
         approvals worldwide for its HIV-1 urine screening test
         and newly developed rapid urine based screening test.

Calypte Biomedical Corporation, headquartered in Alameda,
California, is a public healthcare company dedicated to the
development and commercialization of urine-based diagnostic
products and services for Human Immunodeficiency Virus Type 1
(HIV-1), sexually transmitted diseases and other infectious
diseases. Calypte's tests include the screening EIA and
supplemental Western Blot tests, the only two FDA-approved HIV-1
antibody tests that can be used on urine samples, as well as an
FDA-approved serum HIV-1 antibody Western Blot test. The company
believes that accurate, non-invasive urine-based testing methods
for HIV and other infectious diseases may make important
contributions to public health by helping to foster an
environment in which testing may be done safely, economically,
and painlessly. Calypte markets its products in countries
worldwide through international distributors and strategic
partners. Refer to current product package inserts for complete
information on product performance characteristics.


CORNING: Fitch Downgrades Unsecured Debt Rating to Low-B Level
--------------------------------------------------------------
Fitch Ratings has lowered Corning Inc.'s senior unsecured debt
to 'BB' from 'BBB-', convertible preferred stock to 'B' from
'BB', and the company's commercial paper program to 'B' from
'F3'. The Rating Outlook remains Negative.

The downgrade reflects the continued weak end-markets for the
company's telecommunications segment, deteriorating credit
protection measures, negative free cash flow, and significant
execution and event risk as the company continues to restructure
its operations. The current pressure on the company's
telecommunications revenues, from both a volume and pricing
perspective, should result in further erosion of EBITDA for
2002, reducing interest coverage to less than 1.5x. Increasing
negative free cash flow, despite capital expenditure reductions
to approximately $125 million per quarter, will reduce the
company's financial flexibility well into 2003. Leverage is
expected to remain above 15x as a result of lower EBITDA levels.

The Negative Outlook continues to reflect the reduction in
telecommunications infrastructure spending and the uncertainty
regarding the timing or magnitude of a recovery of spending
levels. While the prolonged reduction in telecommunications end-
market demand remains, Fitch currently expects that Corning's
markets will stabilize in 2003 and exhibit slow growth in the
second half of 2003. If market data indicates that this will not
occur, further ratings actions could take place.

Corning recently reported financial results for the second
quarter ending June 30, 2002, which continue to show quarterly
sequential declines in telecommunications revenues. The
company's information display and advanced materials segments
exhibited combined sequential revenue growth of approximately
6%. Due to overcapacity in the long-haul market, reduced capital
availability in the telecommunications sector, bankruptcies
among certain providers, and continued revisions of capital
expenditures by the major providers, the company's financial and
industry outlook continues to remain challenged. Capital
expenditure spending in the telecommunications sector industry
is expected to decline by greater than 40% in 2002.

Corning took a $494 million restructuring and asset impairment
charge in the second quarter and an additional charge of $125-
$150 million charge is expected in the third quarter. The
company's on-going restructuring programs have reduced headcount
by approximately 4,400 in 2002 in addition to 12,000 in 2001,
including closing or consolidating a number of manufacturing
locations. The company continues to operate at low capacity
levels despite idling most of its worldwide optical fiber
manufacturing operations for the last two months of 2001 and the
slow ramp-up of these facilities in January 2002. Corning has
indicated that it is considering asset sales and further
consolidation of its manufacturing capacity to reduce its cost
structure and capital expenditure requirements, which Fitch
believes will result in additional charges.

Total debt at the end of the second quarter was $4.3 billion, a
decline of more than $400 million from year-end 2001 as the
company repaid outstanding commercial paper and repurchased some
long-term debt. Leverage, measured by total debt/EBITDA, was
greater than 15x for the latest twelve months ending June 30,
2002, compared to 5x at 2001. Interest coverage for the same
time period was less than 2x, a decline from 6x in 2001.
However, due to the aforementioned expected continuation of cash
flow pressures and outlook for the telecommunications end
markets, Fitch believes these measures will deteriorate further
in 2002 and are expected to improve in the second half of 2003.

While Corning's liquidity is adequate with $1.3 billion in cash
and marketable securities as of June 30, 2002, free cash flow
remains negative and Fitch expects the company will continue to
be a net user of cash for the next few quarters both from
operating performance and cash restructuring charges. In
addition, a $225 million payment to Lucent Technologies for the
previously announced transaction to purchase the China fiber
operations has not closed as of the second quarter.

The company also has a $2.0 billion revolving credit facility
expiring in 2005 that has not been accessed. The one financial
covenant related to the facility requires Corning's total debt
to total capital not to exceed 60%, currently at 46% as
estimated by Fitch. While Fitch does not anticipate increasing
debt levels, Corning's $1.8 billion of goodwill could be exposed
to a further writedown affecting the debt to capital percentage.
Although the company has minimal debt maturities through 2004,
$2.1 billion zero coupon senior notes are both callable and
puttable in 2005, which could be satisfied with Corning stock.
The company has been repurchasing these notes and recently
announced that it may repurchase additional debt in the future.

Fitch recognizes Corning's significant market share positions,
profitable non-telecom operations, strong technology base, and
cost cutting efforts. The company continues to reduce its cost
structure through various restructurings and potential asset
dispositions in a very difficult and evolving market
environment. Corning has also attempted to de-lever its balance
sheet through various debt repurchases and other anticipated
capital market transactions.


CORNING INC: Posts $370MM Net Loss on $896MM Sales for Q2 2002
--------------------------------------------------------------
Corning Incorporated (NYSE: GLW) announced that its second-
quarter sales were $896 million and that it incurred a net loss
of $370 million. The loss included restructuring and impairment
charges of $494 million ($342 million after-tax), and a gain
resulting from debt repurchases of $68 million ($42 million
after-tax).

"Second-quarter revenues were in line with our expectations,"
said James R. Houghton, chairman and chief executive officer. He
said that while sales in the telecommunications sector continue
to be severely depressed, most of Corning's businesses outside
of telecommunications, such as the liquid crystal display
business, are profitable and experiencing solid growth. Houghton
said, "Excluding special items, our net loss was somewhat better
than expected."

                Second-Quarter Operating Results

Second-quarter sales of $896 million were essentially even with
first-quarter sales of $898 million. Sales reflect increases in
the advanced materials and information display segments, offset
by a 6% decline in the telecommunications segment. This
sequential decline in telecommunications was primarily due to
flat shipments and price declines of 10% to 15% in the optical
fiber and cable business. The company said that fiber volume did
not improve as expected due to lower-than-anticipated demand
from North American incumbent carriers and cable television
operators.

The increasing popularity of flat-panel desktop monitors,
notebook computers, portable electronic devices and projection
televisions drove a 9% sequential sales improvement in Corning's
information display segment. Sales in the advanced materials
segment grew 4% primarily due to gains in the Environmental
Technologies business.

"We continue to be encouraged with the quarter-to-quarter growth
in our information display segment and environmental
technologies business," James B. Flaws, vice chairman and chief
financial officer, said, "However, there is no question that the
market turmoil caused by several customer bankruptcies and
ongoing accounting controversies negatively impacted capital
expenditures among our telecommunications customers in North
America."

Corning reported that it had $1.3 billion in cash and short-term
investments at the end of the second quarter, down from $1.8
billion at the end of the first quarter. The decline in cash and
short-term investments was due primarily to approximately $480
million of debt and commercial paper repayments. Flaws said, "We
are pleased with the significant improvement in operating cash
flow compared to the first quarter. Our efforts to control our
cash burn rate are paying off."

In the second quarter of 2001, Corning reported sales of $1.9
billion and a loss of $4.8 billion. The loss included a $4.8
billion goodwill impairment charge. The year-to-year sales
decline reflects the significant falloff in the fiber and cable
business which began in the third quarter of last year.

               Restructuring and Impairment Charges

In this year's second quarter, Corning recorded restructuring
and impairment charges totaling $494 million ($342 million
after-tax), or $0.36 per share. In April the company said that
it expected to take total restructuring and impairment charges
in the range of $600 million pretax spread over the second and
third quarters of 2002. The second quarter pretax charges
include:

     --  $418 million ($281 million after-tax) of restructuring
         and impairment charges related to workforce reductions
         and facility closures.

     --  $60 million ($37 million after-tax) impairment of cost
         investments in the telecommunications segment.

     --  $16 million ($10 million after-tax) loss on the
         divestiture of the appliance controls business.

     --  $14 million after-tax charge to impair an international
         cabling equity investment which is included in equity
         earnings.

Corning expects third-quarter pretax restructuring charges to be
in the range of $125 million to $150 million based on actions
already underway. Approximately one-third of the charges for the
second and third quarters will be cash.

As part of the company's restructuring and cost reduction
efforts, Corning has planned workforce reductions of
approximately 4,400 employees including 2,700 salaried
positions. Additionally, the company has announced that it will
close several manufacturing and research facilities as it
consolidates and reduces cost in its global telecommunications
businesses as well as in its corporate research and
administrative staff organizations.

In addition to the restructuring actions, Corning has
implemented significant cost reduction programs across its
existing businesses and staff functions. The company expects to
realize annualized savings of approximately $265 million from
both the restructuring and cost reduction programs by the
beginning of 2003. Cost savings in the second half of 2002
should be approximately $55 million as these programs are
implemented.

"Corning is reviewing a number of other actions to further
reduce both the cost structure and capital requirements of the
businesses going forward," Flaws said. "This could include the
potential sale or discontinuation of some non-core businesses.
Additional consolidation of manufacturing capacity within our
telecommunications segment is also possible." He said the exact
timing or outcome of these reviews has not yet been determined
but could result in additional charges this year.

                    Gain on Debt Repurchase

Also in the second quarter, Corning recorded a gain of $68
million ($42 million after-tax), due to the repurchase of $220
million in accreted value of its zero coupon convertible
debentures due 2015 for $148 million in cash in a series of open
market transactions. Corning said that it may, from time to
time, repurchase certain additional Corning debt securities in
open market or privately negotiated transactions.

                     Third-Quarter Outlook

Corning said it anticipates that third-quarter sales will be in
the range of $825 million to $875 million and its net loss will
be in the range of $0.07 to $0.10 per share, excluding
previously announced restructuring and impairment charges. The
primary driver of the range will be fiber and cable volume,
which is expected to be flat to down 15%. Corning said continued
price pressure will also impact revenues. Sales in the rest of
the telecommunications businesses are also expected to remain at
depressed levels. The company said it expects revenues from its
advanced materials and information display segments to remain
strong in the third quarter led by its liquid crystal display
business, which continues to operate at full capacity. Third-
quarter results are expected to reflect the positive impact of
cost reduction programs; however implementation costs and
continued weakening of the fiber and cable business could
largely offset these gains.

Houghton said, "We are disappointed that the issues affecting
the telecommunications industry are resulting in reduced
confidence and a new round of carrier capital spending
reductions. If this trend continues, we will take out more cost.
Our commitment to achieving profitability in 2003 is unwavering.
While we find the difficulties facing the telecommunications
industry to be significant, we are fortunate to have growth
opportunities in our information display and advanced materials
segments. We plan on extending our market-leading positions in
these segments and we are prepared to take advantage of our
optical communications market leadership when increased capital
spending returns to the telecom space."

Established in 1851, Corning Incorporated --
http://www.corning.com-- creates leading-edge technologies for  
the fastest-growing markets of the world's economy. Corning
manufactures optical fiber, cable and photonic products for the
telecommunications industry; and high-performance displays and
components for television, information technology and other
communications-related industries. The company also uses
advanced materials to manufacture products for scientific,
semiconductor and environmental markets. Corning revenues for
2001 were $6.3 billion.


COVANTA ENERGY: Town of Babylon Asks Court to Appoint Examiner
--------------------------------------------------------------
Ronald M. Terenzi, Esq., at Berkman, Henoch, Peterson & Peddy,
PC, in Garden City, New York, recalls that on June 3, 2002,
Huntington Limited Partners filed a motion for the appointment
of an Examiner to investigate the apparent and potential
conflicts of interests between Huntington Partnership, Covanta
Energy Corporation and its debtor-affiliates, and the Debtors'
principals.

The Town of Babylon, New York -- a creditor of Covanta Babylon,
Inc. -- joins the Limited Partners' Motion for the appointment
of an examiner and, by this application, asks the Court to
expand the scope of the Examiner's investigation to include
Covanta Babylon.

Mr. Terenzi informs Judge Blackshear that Covanta Babylon is a
financially independent entity that operates waste-to-energy
facility and was not obligated under the Debtors' prepetition
credit facility; thus, the same apparent and potential conflicts
also arise to Covanta Babylon.  "In fact, the Town is in an even
better position to seek the relief because the Town is a stand-
alone corporation, which was never obligated in any way under
the prepetition credit facility, whereas the Huntington
Partnership's general corporation partners were, in fact, so
obligated," Mr. Terenzi clarifies.

Mr. Terenzi contends that the appointment of an Examiner is
essential because the facility operated by Covanta Babylon is an
important element in an overall integrated solid waste
management system of the Town.  Any possibility of an
interruption of this service could have catastrophic effects and
threaten public health and safety if the Town would be left with
growing mounds of waste with no ability to dispose it.  Mr.
Terenzi adds that the appointment of an Examiner is necessary,
notwithstanding the existence of the Committee, since the Town's
interests are vastly different than the Committee's interests.

According to Mr. Terenzi, the waste-to-energy facilities are the
most profitable sector of the Debtors' overall business.  The
revenue generated at these facilities is earned through service
agreements with the various municipalities.  The service fee is
typically paid over to a trustee for the bonds issued through
the municipality to fund the construction of the facility.  The
trustee then allocates funds for debt service and a number of
reserve funds provided in the bonds agreement.  Remaining funds
are released to the Debtors to support its operation and
maintain the facilities.  Hence, Mr. Terenzi argues, the Town is
concerned that all net proceeds are up-streamed -- leaving the
facilities without sufficient resources to fund all necessary
repairs, maintenance and improvements.  Otherwise, Mr. Terenzi
says, Covanta Babylon would be exposed to a greater risk of
being unable to effectively operate its facilities and lead to
serious consequences for the Town.

The Town would also like to ask the Court to reduce the noticing
period to allow the motion to be heard today, July 26, 2002 --
the same day the Limited Partners' Motion will be heard.
(Covanta Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


DAIRY MART: Auditors Doubt Ability to Continue Operations
---------------------------------------------------------
On September 24, 2001, Dairy Mart Convenience Stores, Inc., and
all of its subsidiaries (with the exception of Financial
Opportunities, Inc.), filed voluntary petitions for protection
under Chapter 11 of the U.S. Bankruptcy Code in the United
States Bankruptcy Court for the Southern District of New York.
The Debtors are currently operating their business as debtors-
in-possession in accordance with provisions of the Bankruptcy
Code. The Chapter 11 cases of the Debtors are being jointly
administered under Case No. 01-42400 (AJG).

An official creditors' committee representing the Debtors'
unsecured creditors has been appointed in the Chapter 11 Cases.
The Creditors' Committee has played an important role in the
Chapter 11 Cases and will be a critical party in the negotiation
of the terms of any plan or plans of reorganization.

On June 5, 2002, the Company executed an asset purchase
agreement pursuant to which Alimentation Couche-Tard Inc.,
agreed to acquire the majority of the Company's stores. Under
the terms of the Purchase Agreement, Couche-Tard would acquire
the majority of Dairy Mart's stores for approximately $80
million in cash, subject to adjustments, and the assumption of
certain liabilities. Couche-Tard would also manage any stores
that it does not acquire, with the intention of eventually
selling or closing those stores on behalf of the Company. The
Company's board of directors and the Creditors' Committee have
approved the transaction. The execution of the Purchase
Agreement commences the auction process required under Section
363 of the Bankruptcy Code in which other interested parties may
submit bids for the Company. The Company anticipates that an
auction will be held for qualified bidders on July 30, 2002. If
the Purchase Agreement is completed, the Company would submit a
plan of reorganization and liquidation pursuant to the
Bankruptcy Code. There can be no assurance, however, that the
Company or Couche-Tard will be able to complete the Purchase
Agreement or that a reorganization or liquidation plan will be
proposed by the Debtors or confirmed by the Bankruptcy Court. As
provided by the Bankruptcy Code, the Debtors initially had the
exclusive right to propose a plan of reorganization for 120 days
following the Petition Date. By subsequent action, the
Bankruptcy Court extended such exclusivity period until July 19,
2002.

If the Debtors failed to file a plan of reorganization during
such period or if such plan is not accepted by the required
number of creditors and equity holders, any party in interest
may subsequently file its own plan of reorganization or
liquidation for the Debtors. A plan of reorganization (or
liquidation) must be confirmed by the Bankruptcy Court, upon
certain findings being made by the Bankruptcy Court which are
required by the Bankruptcy Code. The Bankruptcy Court may
confirm a plan notwithstanding the non-acceptance of the plan by
an impaired class of creditors or equity security holders if
certain requirements of the Bankruptcy Code are met. The Company
believes, based on information presently available to it, that a
plan of reorganization will likely result in holders of the
Company's common stock receiving no value for their interests.

Revenues for fiscal year 2002 decreased $76.8 million compared
to fiscal year 2001. The Company's fiscal year ends on the
Saturday closest to January 31. There were 52 weeks in the
fiscal year ended February 2, 2002 and 53 weeks included in the
fiscal year ended February 3, 2001.  Gross profit decreased
$14.6 million from fiscal year 2001 to fiscal year 2002.

During the first quarter and first period of the second quarter
of fiscal year 2003 the Company failed to meet certain earnings
covenants required by the terms of the DIP Facility. The Company
notified the DIP Facility lenders that the Company was in
default under the terms of the DIP Facility. Subsequent to
receiving notification from the Company of the event of default,
the DIP Facility lenders have continued to provide financing to
the Company under the terms of the DIP Facility. The Company
believes the DIP Facility will be retired in full if the
Purchase Agreement is consummated. The Company and the DIP
Facility lenders have agreed in principle to the terms of an
agreement whereby the DIP Lenders have agreed to forbear from
exercising their rights and remedies with respect to the present
events of default and any financial covenant defaults, and
continue to provide financing in accordance with the terms of
the DIP Facility through August 23, 2002. The agreement is
subject to execution by the parties and Bankruptcy Court
approval.

The Company believes, based on information presently available
to it, that cash available from operations and the DIP Facility
will provide sufficient liquidity to allow it to continue to
operate through consummation of the Purchase Agreement. However,
the ability of the Company to continue operation on a going
concern basis (including its ability to meet post-petition
obligations of the Debtors) and the appropriateness of using the
going concern basis for its financial statements are dependent
upon, among other things, (i) the Company's ability to comply
with the terms of the DIP Facility and any cash management order
entered by the Bankruptcy Court in connection with the Chapter
11 Cases, (ii) the ability of the Company to maintain adequate
cash on hand, (iii) the ability of the Company to generate cash
from operations, (iv) confirmation of a plan or plans of
reorganization under the Bankruptcy Code, and (v) the continued
availability of financing under the DIP Facility. However, the
Company's Chapter 11 filing, recurring operating losses and
reduced cash flows from operating activities as well as other
previously disclosed conditions raise substantial doubt about
the Company's ability to continue as a going concern.


DAIRY MART: Court Okays Grafe Auction Co. as Equipment Appraiser
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved Dairy Mart Convenience Stores, Inc., and its debtor-
affiliates' application to engage Grafe Auction Co., as their
Equipment Appraiser, nunc pro tunc to July 8, 2002.

On June 12, 2002, Dairy Mart filed a motion with the Bankruptcy
Court to sell substantially all of its assets. It is very
important for Dairy Mart to establish the value of its various
assets, so that it can redeem liens in accordance with Sec.
506(a) of the Bankruptcy Code.

Grafe Auction will:

     - estimate the market value and liquidation value of the
       Equipment located in specific stores;

     - provide Dairy Mart with a separate valuation report for
       each store; and

     - provide additional related services as Dairy Mart may
       request.

Grafe Auction will be compensated at a per store rate:

          Store Size                    Payment Per Store
          ----------                    -----------------
          0 to 2,000 square feet              $500
          2,001 to 3,000 square feet          $600
          3,001 to 4,000 square feet          $700

Dairy Mart Convenience Stores, Inc., filed for chapter 11
protection on September 24, 2001. Dennis F. Dunne, Esq., at
Milbank, Tweed, Hadley & McCloy LLP represents the Debtors in
their restructuring efforts. When the Company filed for
protection from its creditors, it listed debts and assets of
over $100 million.


DIRECTPLACEMENT: Must Execute Plan to Secure Ability to Continue
----------------------------------------------------------------
DirectPlacement, Inc., is a financial technology company. It
uses advanced proprietary technology platforms to distribute
financial research, data, and analytics to the institutional
investment community. Its business strategy is to leverage its
technology expertise to become the leading single-source
provider, developer, and marketer of independent research for
the institutional investment community.

DirectPlacement, Inc., was incorporated in the State of Delaware
in May 1999. The Company's business activities are operated
through DirectPlacement, Inc., and through its two wholly owned
subsidiaries, DP Securities, Inc., a broker-dealer incorporated
in the State of California and PCS Securities, Inc., a broker-
dealer incorporated in the State of Washington

The Company's growth into financial technology and independent
research came as a result of its success with PlacementTracker,
a research service that provides comprehensive information and
analysis on every Private Investment in Public Equities
transaction completed since January 1, 1995. Since the launching
of PlacementTracker, more than 5,000 financial professionals
from over 200 financial institutions have utilized
DirectPlacement's service. This includes most of the top-tier
U.S. investment banks, several leading institutional investors,
private equity funds, and government agencies. In addition, The
Wall Street Journal, Bloomberg, Reuters, Forbes, and many other
media sources have used its service to provide ongoing insight
into the PIPE market. Notably, in September 2001 Forbes Magazine
profiled the Company as Best of the Web for its coverage of the
PIPE market.

However, since commencing business operations in 2000,
DirectPlacement has a very limited operating history. For the
year ended December 31, 2001 and 2000, DPI had net losses of
$3,124,343 and $1,043,277, respectively. As of December 31,
2001, its accumulated deficit totaled $4,444,626. There can be
no assurance that DirectPlacement will successfully implement
its business plan in a timely or effective manner.  There can be
no assurance that the Company will not continue to incur net
losses in the future or that it will be able to operate
profitably.

                  Year Ended December 31, 2001

Data services revenue increased 739% to $614,209 in 2001 from
$73,200 in 2000.  The increase in data services revenues in 2001
is due primarily to upgrades and enhancements to the Company's
proprietary PlacementTracker research product that added
functionalities in early 2001.  In addition, in 2001 the Company
was able to sell additional subscriptions to its database due to
the expansion of its
distribution channel.

Revenue from commission income and other fees was $451,254 in
2001. There were no similar revenues earned in 2000 as these
revenues relate primarily to the commencement of institutional
agency execution trading and soft dollar revenues following the
completion of the Company's acquisitions in the fourth quarter
of 2001.

Placement fee revenue increased 236% to $806,684 in 2001 from
$240,000 in 2000. Placement fees represent commissions in
private placements of debt and equity securities completed by
the Company. The increase in 2001 as compared to the prior
period is primarily due to the closing of two additional private
placements in 2001 compared to 2000.

Interest and other income decreased 87% to $6,131 in 2001 from
$46,080 in 2000. The decrease in 2001 relates primarily to the
decrease in available cash funds in 2001.

The Company's net loss increased 199% to $3,124,343 in 2001 from
$1,043,227 in 2000.


DYNASTY COMPONENTS: Will Not Extend CCAA Stay Expiring July 29
--------------------------------------------------------------
Dynasty Components Inc. (TSX: DCI), which has been operating
under the protection of the court pursuant to orders made under
the Companies' Creditors Arrangement Act, will not be making an
application to extend the CCAA protection order, which expires
on July 29, 2002.

Deloitte & Touche Inc., which has been acting as interim
receiver of DCI, confirms that DCI's financial institution has
withdrawn its support for DCI and that negotiations with
potential purchasers of DCI's assets are at a standstill.  The
operations at DCI will likely be discontinued. D&T also confirms
that there is no return expected for DCI's shareholders or its
unsecured creditors.  Nick Torchetti and William Train, the
remaining members of the board of directors of DCI, have also
resigned from the board.  The common shares of DCI, which
currently trade on the TSX, will likely be suspended from the
TSX following the expiry of the CCAA protection order on July
29, 2002.


EVTC: Sr. Lender Agrees to Extend Time for Structure Asset Sale
---------------------------------------------------------------
EVTC, Inc., (OTC Bulletin Board: EVTC) announced that the board
of directors has appointed John D. Mazzuto, the former CEO of
the Company, to serve as a director and Chairman of the Board,
effective immediately.  Mr. Mazzuto was also elected as the
Company's new Chief Executive Officer.

The change in management follows execution of an agreement
whereby Guy L. Harrell and Gary A. Tipton, the Company's current
directors and officers, surrendered an aggregate of 9 million
shares and contingent option rights for up to 15 million shares
of the Company's common stock held by them, as members, in
connection with the Company's acquisition of Innovative Waste
Technologies, LLC previously reported on May 10, 2002. The
surrendered stock shall be held as treasury stock by the
Company.  IWT will remain a subsidiary of the Company and retain
all of its licenses and related intellectual property rights.  
The agreement also provides for the parties to release each
other from any claims or damages resulting from the IWT
transaction and the conduct of Messrs. Harrell and Tipton,
acting in good faith and within their scope as officers and
directors of the Company or IWT. As part of the agreement,
Messrs. Harrell and Tipton submitted their resignations as
directors and officers of the Company.

In addition, the Company and its senior lender have agreed to
extend until August 12, 2002 the time for the structured sale of
certain assets of the Company's subsidiaries toward satisfaction
of outstanding obligations owing and, as previously announced,
stipulated to by the senior lender in that court order dated May
13, 2002.

To date, the senior lender has collected approximately $1.8
million from the liquidation of substantially all of the
Company's assets, including the sale of its operating divisions,
FulCircle Recyclers, Inc., and Environmental Materials Corp.  
Although it is anticipated that additional sums will be realized
from the Company's assets, there can be no assurance as to the
amount of such additional sums or whether such additional sums,
if any, would be sufficient to satisfy timely the obligations
owing to the senior lender. There can also be no assurance of
the Company's ability, in the interim, to continue as a going
concern.


ENRON CORP: Brian Baum Wants to be Hired as Special Counsel
-----------------------------------------------------------
Brian Baum, appearing, he says, as an amicus curae, in a set of
convoluted pleadings, wants the Court to direct Enron
Corporation and its debtor-affiliates to retain Baum & Baum
Associates as special counsel to perform all matters relating to
the recovery of a distribution dividend of $81,239 owed to Enron
North America Corp. in a 1997 Chapter 7 bankruptcy proceeding
filed by Olympic Natural Gas Company and Olympic Gas Marketing
Inc.  Olympic filed for protection from its creditors in the
United States Bankruptcy Court for the Southern District of
Texas, Houston Division.  ENA is a creditor of Olympic
maintaining an allowed claim with rights to an $81,239
distribution.  ENA has been pursuing this claim and is in the
process of collecting these funds.

Mr. Baum believes it is in the best interest of Enron
Corporation's creditors that he be permitted to recover the
$81,239 distribution dividend on the Debtors' behalf based upon
a contingency fee arrangement of one-third the distribution
amount as reasonable compensation.  "Any expenses shall be
setoff against any settlement or judgment in favor of the
Debtors," Mr. Baum says.

Mr. Baum asserts that the firm is a "disinterested person" with
the meaning of Section 101(13) [sic.] of the Bankruptcy Code and
represents no other entity adverse to the interests of this
bankruptcy estate.

                         Debtors Object

Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that the Debtors have consistently refused Mr.
Baum's offers to recover the proceeds of the claim because this
claim is being handled internally by the Debtors' in-house legal
department.  According to Mr. Rosen, Baum specializes in
identifying and collecting monies owed to creditors in
bankruptcy cases.

Mr. Rosen tells the Court that Baum's services are unnecessary,
counterproductive, and detrimental to the Debtors, their estates
and creditors.  Mr. Rosen notes that Baum demands a $27,080
contingency fee for recovering the $81,239 claim.  In contrast,
Mr. Rosen says, the Debtors and their estates will benefit from
the full amount if allowed to continue pursuing the claim.  Mr.
Rosen informs Judge Gonzalez that the Debtors have repeatedly
ask Baum to withdraw the application, but Baum adamantly refuses
to do so.  "In doing so, Baum demanded a 'finder's fee' in
return for allegedly alerting the Debtors to this potential
recovery," Mr. Rosen adds.  The Debtors dispute this allegation.  
"If Baum believes it is entitled to a fee, it is free to file a
proof of claim and have the claim administered during the
Chapter 11 cases," Mr. Rosen asserts.

For these reasons, the Debtors urge the Court to deny Baum's
Application. (Enron Bankruptcy News, Issue No. 37; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

Enron Corp.'s 9.125% bonds due 2003 (ENRN03USR1) are trading at
11.5 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRN03USR1
for real-time bond pricing.


EPICOR SOFTWARE: June 30 Working Capital Deficit Reaches $14MM
--------------------------------------------------------------
Epicor Software Corporation (Nasdaq: EPIC), a leading provider
of integrated enterprise and eBusiness software solutions for
the midmarket, reported its financial results for the second
quarter ended June 30, 2002.

Total revenues for the quarter were $36.8 million compared to
$47.2 million for the second quarter 2001. Total revenues
increased slightly over the prior quarter's total revenues of
$36.0 million. Software license revenue totaled $9.3 million
compared to $13.3 million for the same quarter a year ago.
Second quarter license revenues increased approximately 10% over
the first quarter's license revenues of $8.4 million. Consulting
and maintenance revenues totaled $26.7 million compared to $33.1
million in the same period a year ago and $26.9 million during
the first quarter 2002.

Net loss for the second quarter 2002, which includes $1.8
million in amortization of capitalized software development
costs and acquired intangible assets, was $987,000. The loss
includes the negative impact of a net foreign exchange loss of
approximately $500,000, primarily related to the strengthening
of the Euro against the British pound.

This result compares to net income for the second quarter 2001,
which included restructuring charges of $7.6 million and gains
related to sales of product lines of $10.4 million, of $554,000.
Before the charges and gains in that quarter, the company
incurred a net loss of $2.2 million for the second quarter 2001.
The company reported a loss of $2.7 million during the first
quarter of 2002.

The company ended the second quarter 2002 with cash and cash
equivalents of $29.3 million -- an increase of $5.7 million or
24% from first quarter. During the quarter, the company
generated positive cash from operating activities of
approximately $6.0 million, compared with cash usage from
operating activities of $2.8 million in the second quarter of
last year. This was the third consecutive quarter in which the
company generated positive cash from operating activities. The
company's balance sheet at quarter-end also showed net accounts
receivable of $22.5 million and deferred revenues of $35.4
million. Days sales outstanding decreased to 55 from 62 in the
prior quarter.

At its June 30, 2002, balance sheet, Epicor's total current
liabilities eclipsed its total current assets by about $14
million.

"We are encouraged by the company's progress and execution,
increasing sequential revenues and continued positive cash flow
from operations against a backdrop of ongoing global economic
slowdown and constrained IT budgets," said chairman, CEO and
president George Klaus. "We have executed well in an extremely
difficult economic environment. We will continue to leverage our
installed base of customers through the cross-selling
opportunities of our common components, as well as establish our
technology leadership position through the development of next
generation XML Web services applications optimized for the
midmarket."

Klaus continued, "We believe the execution of this strategy will
allow us to weather this extended downturn in IT spending and
position ourselves to take advantage of a long-term technology
transition to next generation applications. We believe that the
next wave of midmarket demand could be driven by the operational
benefits of Web services infrastructure and applications."

One of the benefits of Web services to midmarket customers is to
lower the cost of integration within an enterprise and between
that enterprise and its business partners. Epicor has developed
the first in a series of products completely re-architected for
the Microsoft.NET Platform, which are intended to provide
opportunities for increasing the return on value to its
customers, while leveraging their current investment in Epicor's
software solutions.

Klaus added, "We will continue to operate as efficiently as
possible to achieve our goal of returning to profitability as
quickly as possible. However, given the delayed recovery in IT
spending, we believe that the third quarter revenues will be
flat to slightly down from that of the second quarter. We expect
revenue levels in the fourth quarter to return the company to
profitability."

Epicor is a leading provider of integrated enterprise and
eBusiness software solutions for midmarket companies around the
world. Founded in 1984, Epicor has over 15,000 customers and
delivers end-to-end, industry-specific solutions that enable
companies to immediately improve business operations and build
competitive advantage in today's Internet economy. Epicor's
comprehensive suite of integrated software solutions for
Customer Relationship Management, Financials, Manufacturing,
Supply Chain Management, Professional Services Automation and
Collaborative Commerce provide the scalability and flexibility
to support long-term growth. Epicor's solutions are complemented
by a full range of services, providing single point of
accountability to promote rapid return on investment and low
total cost of ownership, now and in the future. Epicor is
headquartered in Irvine, California and has offices and
affiliates around the world. For more information, visit the
company's Web site at http://www.epicor.com  


EQUUS GAMING: June 30, 2002 Partner's Deficit Tops $29 Million
--------------------------------------------------------------
Equus Gaming Company L.P.'s operations consist principally of
its interests in thoroughbred horse race tracks in four
countries, each of which is owned and/or operated by a
subsidiary: (i) El Comandante in Puerto Rico, owned by Housing
Development Associates S.E. and operated since January 1, 1998
by El Comandante Management Company, LLC, (ii) V Centenario in
the Dominican Republic, operated since April 1995 by Galapagos
S.A., (iii) Presidente Remon in Panama, operated since January
1, 1998 by Equus Entertainment de Panama, S.A. and  (iv) Los
Comuneros in Medellin, Colombia, owned and operated since early
1999 by Equus Comuneros, S.A.

Consolidated revenues decreased in the second quarter of 2001 by
$6,018,000, or 35.8%, as compared to the same quarter in 2000.  
During the six months ended June 30, 2001, revenues decreased
$6,626,000, 19.2%, from the same period in 2000.  This decrease
was primarily attributable to the decrease in commissions at El
Comandante, and the loss of revenues from lottery services at
Galapagos.

Commissions on wagering decreased by $5,128,000, 32.2%, to
$10,784,000 for the second quarter ended June 30, 2001 as
compared to $15,912,000 in the second quarter of 2000. During
the six months ended June 30, 2001, commissions on wagering
decreased $5,653,000, 17.4%, to $26,775,000 from $32,428,000 in
the same period for 2000. The decrease in commissions was
attributable to the following operations: El Comandante
$1,539,000, and Panama $4,464,000. However, the Colombia and
Dominican Republic operations reflect an increase of $211,000
and $138,000 respectively.

Net revenues from lottery services by Galapagos in the Dominican
Republic for the three and six months ended June 30, 2001
decreased by $62,000, 100%, and $170,000, 100%, respectively, as
compared to the same periods in 2000.

Other revenues during the three and the six months ended June
30, 2001 increased by  $502,000, 75.9%, and $527,000, 31.8%,
respectively, as compared to the same period in 2000.

The Company has incurred recurring losses from operations, has a
partners' deficit of $29,494,123 and had negative cash flows for
the remainder of 2001.  It also failed to make the mandatory
interest and principal payments due in December 2001 as required
under the First Mortgage Notes Indenture.  These factors, among
others, raise substantial doubts about the Company's ability to
continue as a going concern.


FEDERAL-MOGUL: Wants Committee to Return Privileged Documents
-------------------------------------------------------------
James E. O'Neill, Esq., at Pachulski Stang Ziehl Young & Jones
P.C., in Wilmington, Delaware, informs the Court that Federal-
Mogul Corporation, and its debtor-affiliates have discovered
that among the approximately 175,000 pages of documents produced
to the Official Committee of Unsecured Creditors, they
inadvertently produced a small number of privileged documents.  
Upon discovering this inadvertent production, the Debtors -- on
several occasions -- have demanded the return of those
documents.

Those requests have been rebuffed.  Worse, the Committee not
only has refused to return the privileged documents but also
says it intends to use those documents for who-knows-what
purpose!

Hence, the Debtors request the Court to enter a protective order
directing the Committee to return those documents.

Mr. O'Neill contends that even with the Debtors' and the
Committee's disagreement whether the documents at issue here are
actually privileged, that disagreement in no way absolves the
Committee of its ethical obligation to return the inadvertently
produced documents upon Debtors' demand.  "Where a party
receives materials it knows the producing party did not intend
it to receive, it has an ethical obligation to refrain from
examining the materials, notify the sending lawyer and abide by
the instructions of the sending lawyer," Mr. O'Neill says.
(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 Okay to Hire Insignia as Real Estate Broker
--------------------------------------------------------------
FLAG Telecom Holdings Limited, and its debtor-affiliates
obtained Court authority to employ Insignia/ESG Inc., as
exclusive real estate broker effective June 13, 2002.  Insignia
will identify and negotiate a transaction for the sale,
assignment, sublease or other disposition of the unexpired
nonresidential real property leases for the Debtors' terminal
points located at 325 Hudson Street, 4th Floor and 601 West 26th
Street, 5th Floor, New York, New York and related fixtures and
personal property there.

The Debtors use the premises to house FLAG Atlantic fiber optic
and telecommunications terminal equipment, and to house fiber
optic and telecommunications equipment of various customers.

The Debtors are currently evaluating their options on the
premises to maximize value to their estates.

                     Terms of Retention

Under a proposed Retention Agreement, Insignia will have the
exclusive authority to offer the leases for disposition.
Insignia has agreed to provide the Debtors with various
services, which may include:

      (a) Marketing the New York Premises using advertising,
          canvassing, solicitation of outside brokers, and other
          promotional and marketing activities;

      (b) Communication with potential assignees, brokers and
          additional parties who may have an interest in the New
          York Premises; and

      (c) Solicitation of offers from prospective assignees,
          negotiation with prospective assignees, and
          recommendations to the Debtors as to particular
          offers.

The proposed Retention Agreement will continue until the earlier
to occur of (i) November 30, 2002, (ii) the effective date of a
plan of reorganization under Chapter 11 of the Bankruptcy Code,
or (iii) the date on which both Leases (including any
constituent or related agreements) are rejected.

                         Compensation

Andrew P. Seidman, Senior Vice President and Managing General
Counsel of Insignia, says the Firm proposes to be compensated
for its services on a commission basis.

The commission is based on a graduating percentage of: (a) the
rent received under any sublease, or (b) in the event of an
assignment or surrender or other termination of a Lease (other
than rejection in the Chapter 11 cases) (i) the rent due under
such Lease for the remainder of the term under that Lease, plus
(ii) any sum payable to the Debtors by the assignee of or
landlord under the Lease.

                       Disinterestedness

Mr. Seidman says Insignia holds no interest adverse to the
Debtors and their estates in connection with the matters for
which it is to be employed. (Flag Telecom Bankruptcy News, Issue
No. 12; Bankruptcy Creditors' Service, Inc., 609/392-0900)


FOAMEX INTL: Names Virginia Kamsky as CEO & Chairman of New Unit
----------------------------------------------------------------
Foamex International Inc. (NASDAQ: FMXI), the leading
manufacturer of flexible polyurethane foam products in North
America, announced that Virginia Ann Kamsky has joined the
Company as Chairman and CEO of Symphonex, a new wholly-owned
Foamex International company, and Executive Vice President of
Foamex International.

Effective immediately, Kamsky will be responsible for the
Technical Products Group, Foamex Asia, and the continued
development of the micro-fuel cell for commercial application,
all of which will be part of Symphonex. In this capacity, she
will also consider the strategic directions for the new company.
Kamsky will report directly to the Chairman and founder of
Foamex, Marshall Cogan.

Cogan said, "Virginia is the ideal candidate for this important
position. By bringing these business groups under the oversight
of one person, Foamex will more quickly realize the potential of
these areas and products for Foamex and its shareholders. We are
pleased she has accepted this new challenge and look forward to
the increased contributions she will make to Foamex."

Currently a Foamex Director, Kamsky brings 22 years of CEO
experience as founder and CEO of Kamsky Associates, Inc. (KAI),
a highly successful direct investment and advisory firm in
China, which has assisted in concluding over $7.5 billion of
transactions in Asian markets, and particularly China. Kamsky's
experience also includes service on several public company
boards, including W.R. Grace & Co., Sealed Air Corporation and
Shorewood Packaging Corporation. She has also served on the
Board of Trustees of Princeton University, including its
Executive and Finance Committees.

Kamsky's current activities include a membership in the Council
on Foreign Relations, including the Chairman's Forum. She is
also a Director of the Executive Committee of The National
Committee on U.S.-China Relations, a member of the Advisory
Committee, AmeriCares, a Trustee of the China Institute and also
a Trustee of the University of Richmond. Additionally, Kamsky is
also a member of the East Asian Advisory Board of Princeton
University, a Director of Princeton-In-Asia, and she is on the
Board of Trustees of The Dalton School in New York City.

Kamsky worked at Chase Manhattan Bank early in her career as a
Second Vice President and Credit and Lending Officer in New
York, Tokyo and Beijing and went on to lead Chase's Corporate
Division in China. In Tokyo, she headed Chase's credit
department responsible for restructuring the Bank's debt of the
major Japanese trading companies.

Kamsky earned an undergraduate degree with honors in East Asian
Studies from Princeton University, where she perfected her
Chinese and Japanese. She is also an alumna of Princeton's
Woodrow Wilson School of Public and International Affairs
graduate school, where she majored in economics and statistics.

Foamex, headquartered in Linwood, PA, is the world's leading
producer of comfort cushioning for bedding, furniture, carpet
cushion and automotive markets. The Company also manufactures
high-performance polymers for diverse applications in the
industrial, aerospace, defense, electronics and computer
industries as well as filtration and acoustical applications for
the home. For more information visit the Foamex Web site at
http://www.foamex.com

In its March 31, 2002 balance sheet, Foamex International
recorded a total shareholders' equity deficit of about $173
million.


FORMICA CORPORATION: Asks Court to Fix Sept. 3 Claims Bar Date
--------------------------------------------------------------
Formica Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to fix a
Bar Date for their creditors to file proofs of claim.  The
Debtors want all proofs of claim to be in by September 3, 2002.  
The Debtors propose that in order for a proof of claim to be
timely-filed, it must be received on or before 5:00 p.m., of the
proposed Bar Date by mail to:

          Bankruptcy Services LLC
          United States Bankruptcy Court
          Southern District of New York
          Formica Claims Docketing Center
          Bowling Green Station, P.O. Box 5100
          New York, New York 10274-5100,

or deliver it by messenger or overnight courier to:

          United States Bankruptcy Court
          Southern District of New York
          Formica Claims Docketing Center
          One Bowling Green, Room 534
          New York, New York 10004-1408

Proofs of claim are not required to be filed on account of:

     a. claims already properly filed with this Court

     b. claims not listed on the Debtors' Schedules and
        Statements 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 against any of the Debtors for
        indemnification, contribution, subrogation or
        reimbursement;

     f. any Debtors' claims against another Debtor;

     g. claims previously allowed by an order of this Court;

     h. claims against any of the Debtors' non-debtor
        affiliates; and

     i. claims limited exclusively to the repayment of
        principal, interest, and/or other applicable fees and
        charges on or under any bond or note issued by the
        Debtors pursuant to an indenture

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) are trading
at about 18.5, DebtTraders says. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=FORC09USR1


GLOBAL CROSSING: Wants to Make 401(K) Plan Contributions in Cash
----------------------------------------------------------------
According to Michael F. Walsh, Esq., at Weil Gotshal & Manges
LLP in New York, Global Crossing Ltd., and its debtor-affiliates
established its 401(k) Plan on January 1, 2001, under which the
Debtors withhold a portion of the plan participants' wages and
deposit these funds into 401(k) accounts. Under the 401(k) Plan,
Global Crossing matched 100% of the first 6% of a participant's
contribution. The 401(k) Plan permits the Debtors to use either
stock or cash for the matching contributions.

Since the 401(k) Plan's inception and until December 2001, Mr.
Walsh relates that the Debtors used cash to match participant
contributions. The Debtors' cash match was used by the 401(k)
Plan Administrator to purchase shares of common stock of Global
Crossing Ltd. on the open market and place the stock into each
participant's investment account. In December 2001, the Debtors
switched from matching in cash to matching in newly issued
Global Crossing common stock. This switch saved the Debtors
significant cash immediately before the Petition Date.

Mr. Walsh notes that the amount of cash per employee will only
be 50% of the participant's first 6% contribution. The Debtors
estimate that the cost of this change, as compared to matching
with newly issued, but effectively worthless common stock, will
be $8,400,000 through the balance of this year. Although the
Debtors believe that the Employee Benefit Order technically
provides the authority to make this change, they seek a specific
order because the projected cash cost of a change is not
apparent from the motion seeking approval of the Employee
Benefit Order.

Mr. Walsh tells the Court that the Debtors, in the course of
acquiring Frontier Corporation, also acquired the Supplemental
Retirement Savings Plan. The Plan allows participants to make
contributions of portions of their income in excess of the
federal limitations imposed on contributions made under the
401(k) Plan. The Debtors made cash matches, which were used by
the Trustee of the Supplemental Retirement Plan to purchase
shares on the open market and put into the participant's
account. The Supplemental Retirement Plan contains a five-year
restriction on the Debtors' match. Prior to the Petition Date,
Global Crossing removed the five-year restriction for the 401(k)
Plan.

Mr. Walsh explains that the Supplemental Plans allow certain
employees to defer, on a pre-tax basis, portions of their income
in excess of the federal limitations imposed on contributions
made under the 401(k) Plan. Some 105 participants contributed
$1,000,000 to the Supplemental Plans. Since the Petition Date,
30 participants of the Supplemental Plans have asked to withdraw
$195,000 from the Supplemental Plans.

The Debtors asked HSBC Bank USA to pay out funds to requesting
participants in the Supplemental Plans. But HSBC contends that
the language of the Employee Benefit Order is ambiguous and does
not require the Plan Trustee to make payments under the
Supplemental Plans to the requesting participants. Additionally,
HSBC refuses to make payments pursuant to the Employee Benefit
Order because the Supplemental Plans were established by
Frontier, while the Order is only applicable specifically to
Global Crossing Ltd. and its affiliated debtor entities. On the
contrary, the Debtors believe that the Employee Benefit Order
authorizes the Plan Trustee to make payments to Supplemental
Plan participants.

The Debtors believe that a change in the form of their matching
contributions under the 401(k) Plan is appropriate under the
circumstances.  Mr. Walsh points out that the value of Global
Crossing's common stock has plummeted, making it a useless
compensation or retention device. The Debtors believe that being
unable to make meaningful matches to employee contributions
under the 401(k) Plan is damaging the Debtors' relationship with
their employees and is impairing their morale at this critical
juncture of these bankruptcy cases. The Debtors have recently
laid-off nearly 2,000 employees, thus increasing the
responsibilities of the remaining employees. The remaining
employees' dedication, confidence, and cooperation at this stage
of the bankruptcy are crucial. In light of the recent downsizing
of personnel, any further deterioration in the morale of the
remaining employees would have a devastating impact on the
Debtors' ability to effectively reorganize. (Global Crossing
Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

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


GOLDMAN INDUSTRIAL: Seeks Extension of Lease Decision Period
------------------------------------------------------------
Goldman Industrial Group, Inc., and its debtor-affiliates want
to extend their lease decision period.  The Debtors tell the
U.S. Bankruptcy Court for the District of Delaware that they
need until October 14, 2002 to determine whether to assume,
assume and assign, or reject unexpired nonresidential real
property leases.

The Debtors relate that currently, the process of marketing and
selling the assets of Bridgeport and Hill-Loma continues.  The
Debtors expect that, depending upon their value to the
prevailing bidder, some or all of the Leases to which Bridgeport
and Hill-Loma are a party will be assumed and assigned to the
prevailing bidder.

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.


GREATE BAY CASINO: Completes Liquidation Pursuant to Reorg. Plan
----------------------------------------------------------------
Greate Bay Casino Corporation (OTC Bulletin Board: GEAA) has
completed liquidation in accordance with the Chapter 11 Plan
confirmed by the United States Bankruptcy Court in the District
of Delaware on July 10, 2002.

Greate Bay's only operating subsidiary, Advanced Casino Systems
Corporation, was sold pursuant to a Bankruptcy Court Order in
March 2002, and, in accordance with the terms of the plan, on
July 23, 2002, the proceeds of the sale with all remaining cash
were distributed to creditors or the liquidating trustee, for
further distribution to creditors. The common stock of Greate
Bay was cancelled and the Company was dissolved.


HEARTLAND TECHNOLOGY: Partners L.P. Intends to End Partner Role
---------------------------------------------------------------
Heartland Partners, L.P., (Amex: HTL) has signed a contract to
sell a major residential development in Fife, Washington, and
that it is seeking to sell its other significant developments to
enable cash distributions to unitholders.

Lawrence Adelson, chief executive officer of Heartland Partners,
wrote in a letter mailed today to unitholders: "We are taking
the steps that will allow us to make a cash distribution. In
order to get into position to pay cash distributions, we have to
sell some or all of our three significant properties." The full
text of the letter follows:

"Since becoming CEO of Heartland Partners in March, I have had
the opportunity to talk with a number of you. Many of you have
told me your primary objective is cash distributions; you also
have voiced your concerns over the relationship between
Heartland Partners and Heartland Technology.

"I would like to bring you up to date on both points: we are
taking steps to effect a cash distribution as soon as possible
and we are working diligently to unwind our relationship with
Heartland Technology.

"In order to get into position to pay cash distributions, we
have to sell some or all of our three significant properties:
Autumn Grove in Fife, Washington; Kinzie Station in Chicago; and
the Menomonee Valley in Milwaukee. We have entered into a
contract to sell Autumn Grove to a national homebuilder; we have
entered into a contract to sell one site at the Kinzie Station
property and have retained well-known real estate firms to sell
the balance; and we have options for the Menomonee Valley
project.

"Autumn Grove is a 177-acre parcel zoned for 864 homes in the
Tacoma- Seattle area. We have entered into a contract for a cash
sale of the Fife property to the Stafford Homes division of D.R.
Horton, a large national homebuilder. Under terms of the
contract, we cannot announce the price at this time. While
Stafford is conducting its due diligence, we are continuing site
preparation and permitting activities for the project as part of
the agreement. The contract provides for closing the sale as
early as the 4th quarter of 2002 or as late as the 2nd quarter
of 2003, if Stafford's due diligence is satisfactory.

"Closing that deal would permit a cash distribution under
current conditions. So would substantial sales at the other
sites.

"Our Kinzie Station North project is zoned for 1,700 residential
units, a commercial parking structure a supermarket, 30,000
square feet of neighborhood retail space and a 1-acre public
park. It is a good project, but at the same time there are a lot
of residential units being built in Chicago. About 80,000 square
feet of the land is under contract for sale for the supermarket.
That sale is scheduled to close this year. We have hired
Colliers, Bennett & Kahnweiler, a real estate firm, to seek
offers for the outright sale of the remainder, which consists of
three distinct parcels. If we receive an acceptable offer for
all or any part of it we will sell it.

"Kinzie Station Phase II is zoned for about 250 residential
units. The building is designed and the company has a building
permit for the foundation of the building. We originally
intended to develop Phase II as a condominium building but were
unable to pre-sell enough units to proceed on that tack. We then
sought to finance the project as an apartment tower but were
unable to come up with an acceptable transaction. We have listed
Phase II for sale with Grubb & Ellis.

"In Menomonee Valley, we have about 150 acres in several parcels
adjacent to Miller Park, home to this year's All-Star baseball
game, in Milwaukee. Unfortunately, the city of Milwaukee wishes
to acquire the property and has, in our opinion, done everything
in its power to stymie our prospects for sale or development. We
nonetheless have at least one buyer interested in acquiring the
property. If we do not sell it, our exit from this property is
likely to be through a condemnation proceeding brought by the
City of Milwaukee this fall.

"Among our other properties, we have many environmental sites,
although the Lite Yard in Minneapolis is more serious than the
others. Ironically, the problems at the Lite Yard are not the
result of railroad operations. The property housed a
manufacturer of arsenic-based pesticides and there is arsenic at
high levels in the dirt and in the groundwater. We are pursuing
our avenues for recovery from the pesticide company and
reimbursement from state programs, but this is likely to be an
expensive site to clean up and our ability to recover our costs
uncertain.

"The company also has a dispute with Edwin Jacobson, its former
President and CEO. The company believes it was appropriate to
remove Mr. Jacobson from its Board of Managers and cease making
any further payments to him under his employment contract due to
conflicts between the interests of Heartland Partners, Heartland
Technology and Mr. Jacobson's personal interests in each. Mr.
Jacobson disagrees with the Board's action. We expect Mr.
Jacobson to claim he is owed money damages for breach of his
contract and, if the matter should end up on litigation, to seek
punitive damages as well.

"Neither the Lite Yard nor Mr. Jacobson's claim has to be
resolved in order to make a distribution, but they will have to
be dealt with eventually. We must, however, pay down our
revolving loan and some other debts before paying a
distribution. Closing the Fife sale will allow us to accomplish
this. Some combination of sales at Kinzie Station and the
Menomonee Valley would probably get us there as well, but at
this time only the Kinzie Station supermarket site is under
contract.

"We have also been working on the issues arising from Heartland
Partners' relationship with Heartland Technology, which is
insolvent. As part of the workout and dissolution of Heartland
Technology, we are proposing to end any management or general
partner role of Heartland Technology. While I am CEO of
Heartland Technology as well as CEO of CMC Heartland Partners,
and on the boards of both, Ezra K. Zilkha, John R. Torell, III,
and Robert S. Davis have resigned from the Heartland Technology
board and now serve only on the Heartland Partners board.
Heartland Technology has economic interests in Heartland
Partners from the General Partner Interest, the Class B Interest
and the fee paid under a Management Agreement. It also owes
Heartland Partners about $8.5 Million it does not have the
where-with-all to pay. Our goal is to achieve a resolution that
is fair to Heartland Partners and allows it to function free of
the problems of Heartland Technology.

"As always, if you have any further questions or concerns, feel
free to contact us."

Heartland Partners is a Chicago-based real estate partnership
with properties in 14 states, primarily in the upper Midwest and
northern United States. CMC Heartland is a subsidiary of
Heartland Partners, L.P.  In addition to existing industrial and
residential projects in Chicago, CMC has retail, residential and
industrial projects in Chicago; Milwaukee; and Fife, Wash.  CMC
Heartland is the exclusive homebuilder for Longleaf Country Club
in Southern Pines/Pinehurst, N.C.  CMC is the successor to the
Milwaukee Road Railroad, founded in 1847.


HOLT GROUP: Court Converts Case to Chapter 7 Liquidation
--------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court in Delaware
converted Holt Group Inc.'s chapter 11 bankruptcy case to a
chapter 7 liquidation after company officials said they wouldn't
be able to confirm a plan of reorganization, reported Dow Jones.  
The order converts the cases of Holt Group and all of its
affiliates, with the exception of Dockside Refrigerated
Warehouse Inc., and Emerald Equipment Leasing Inc.

According to the newswire, Holt Group has about $12.8 million in
cash and estimates administrative claims of $38.9 million, said
Edward T. Gavin, one of four remaining executives at the
company.  Holt Group filed for chapter 11 bankruptcy protection
on March 21, 2001, listing assets at $257.5 million and
liabilities of $197.7 million in its petition. (ABI World, July
23, 2002)  


ICG COMMS: Receives $25MM Exit Financing Arranged by Cerberus
-------------------------------------------------------------
ICG Communications Inc., a facilities-based nationwide
communications provider, has closed in escrow a $25 million
secured subordinated note arranged by Cerberus Capital Mgt.,
LLP, as part of the company's re-capitalization package.

ICG will file a modified disclosure statement and Plan of
Reorganization with the U.S. Bankruptcy Court within the week.
The company has received initial approval of the Plan from the
creditors' committee and expects a favorable vote. ICG
anticipates emerging from Chapter 11 protection within
approximately 75 to 90 days. The release of the funds is subject
to Court and creditor approval of the plan.

"We are highly confident the creditors will support this plan
and once confirmed, ICG will be free to emerge," said Randall E.
Curran, chief executive officer, ICG. "Thanks to our employees,
the company continues to perform and deepen its customer
relationships by delivering a superior experience for all of our
products."

ICG reported approximately $40 million in EBITDA on $500 million
in revenue for the year ending December 31, 2001. For the first
quarter 2002, ICG reported approximately $112 million in revenue
and $17 million in EBITDA. The company anticipates emerging with
approximately $70 million in cash and $207 million in funded
debt.

ICG Communications, Inc., is a facilities-based communications
company with a nationwide data and voice network. The company
operates in more than 25 major metropolitan areas from Cleveland
to Dallas, Los Angeles to Washington, D.C.  ICG's signature
products are broadband, dial-up internet access, Dedicated
Internet Access (DIA) and voice and Internet Protocol (IP)
solutions and fiber optic transport services. ICG serves
approximately 6,000 customers including Internet service
providers (ISPs), interexchange carriers and corporate customers
with medium to large businesses. For more information about ICG
Communications, visit the company's Web site at
http://www.icgcom.com

ICG Services Inc.'s 13.5% bonds due 2005 (ICGX05USR1),
DebtTraders says, are trading at 4.5 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ICGX05USR1
for real-time bond pricing.


IMC HOME: Fitch Drops Rating on Class B P-T Issues to D
-------------------------------------------------------
Fitch Ratings has lowered the ratings on the following IMC Home
Equity Loan Trust issues:
                
                     Series 1997-3

-- Class B downgraded to 'D' from 'B';

-- Class M2 downgraded to 'BBB-' from 'A+' and removed from
   Rating Watch;

-- Classes A1-A7 affirmed at 'AAA';

-- Class M1 affirmed at 'AA+'.

                        Series 1997-5

-- Class B downgraded to 'D' from 'B';

-- Class M2 downgraded to 'BBB-' from 'A+' and removed from
   Rating Watch;

-- Classes A1-A10 affirmed at 'AAA';

-- Class M1 affirmed at 'AA+'.

The 1997-3 certificates are collateralized by a pool of fixed-
rate, closed end home equity mortgage loans. The rating action
is due to erosion of overcollateratization caused by high levels
of losses as well as the high levels of delinquencies.
Cumulative losses as of June 2002 were approximately
$56,797,524.00 (7.10% of the original pool balance). During the
June 2002 distribution period, the mortgage pool incurred a
$223,534.00 loss. As of the June 2002 distribution date, 30-day,
60-day and 90+ day delinquencies were 5.72%, 2.33% and 21.78%,
respectively. Real estate owned loans (REOs) were 3.07%.

The 1997-5 certificates are collateralized by a pool of fixed-
rate, closed end home equity mortgage loans. The rating action
is due to erosion of overcollateratization caused by high levels
of losses as well as the high levels of delinquencies.
Cumulative losses as of June 2002 were approximately
$70,144,753.00 (7.19% of the original pool balance). During the
June 2002 distribution period, the mortgage pool incurred a
$374,007.00 loss. As of the June 2002 distribution date, 30 day,
60 day and 90+ day delinquencies were 5.40%, 2.21% and 18.95%,
respectively. REOs were 2.47%.

Additionally, all other ratings have been affirmed because of
adequate credit enhancement.


IT GROUP INC: Wants to Extend Bar Date for Directors' Claims
------------------------------------------------------------
The IT Group, Inc., and its debtor-affiliates ask the Court to
give their current directors until August 14, 2002 to file
proofs of claims.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP in Wilmington, Delaware, points out that the directors may
have additional claims in connection with their services to a
Debtor entity that will not become known to them until after the
present bar date.  However, because of their services to the
Debtors, the directors have had insufficient time to analyze
claims they posses.

The bar date's 30-day extension, Mr. Galardi says, will neither
prejudice the Debtors nor significantly impact the Debtors'
bankruptcy cases.  Conversely, it is the directors who will be
prejudiced if they are unable to timely file proofs of claim.

A hearing on the motion is set on July 31, 2002.  The current
bar date with respect to the Debtors' current directors remains
intact until the conclusion of that hearing. (IT Group
Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service,
Inc., 609/392-0900)  


INFU-TECH: Chapter 7 Trustee Employs Himself as Estate's Counsel
----------------------------------------------------------------
Gary S. Jacobson, as successor Chapter 7 Trustee of Infu-Tech
Inc.'s estate tells the U.S. Bankruptcy Court for the District
of New Jersey that he requires the assistance of counsel to:

     a. appear before the Court on the various matters arising
        in or related to the liquidation of assets in the
        Chapter 7 proceeding;

     b. resolution of the amount and priority of claims; and

     c. other services necessary in the representation of the
        Chapter 7 Estate.

Mr. Jacobson asserts that it is for the estate's best interest
that he and his firm, Gary S. Jacobson, LLC, be authorized to
act as attorney for the estate because:

     -- He is familiar with the facts of the case and the
        Debtor's assets and liabilities; and

     -- Retention of outside counsel may result in the
        unnecessary expenditure of time to become acquainted
        with such facts.

Pursuant to 11 U.S.C. Sec. 327(d) the court may allow the
trustee to act as attorney for the estate if it is in the best
interest of the estate.

Gary S. Jacobson's current hourly rates are:

          Gary S. Jacobson     Member      $310
          James S. Friedman    Of Counsel  $175
          Marie Ellis          Paralegal   $100

Infu-Tech provides infusion therapy to patients at home, in
nursing homes or subacute care facilities. Its specialty
pharmaceutical unit provides such services as chemotherapy,
enteral and parenteral nutrition, chronic pain management, and
hydration therapy. As of March 2001, the Company's balance sheet
shows $6.6 million in assets and $9.9 million in liabilities.


KAISER ALUMINUM: Has Until December 12 to File Chapter Plan
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
Kaiser Aluminum Corporation and its debtor-affiliates' Exclusive
Periods.  The Court gives the Debtors until December 12, 2002,
the exclusive right to propose and file a Plan of
Reorganization.  Also, the Court extends the period during which
the Debtors have the exclusive right to solicit acceptances of
their Plan through and including February 10, 2003.


KENNAMETAL INC: Meets Fiscal Fourth Quarter Earnings Targets
------------------------------------------------------------
Kennametal Inc., (NYSE: KMT) reported fiscal 2002 fourth quarter
earnings of $0.67 per diluted share, a decrease of 12 percent,
compared with earnings of $0.76 per diluted share last year,
excluding special items in each period.

On a reported basis, diluted earnings per share were $0.48 for
the quarter, 4 percent above last year's earnings per share of
$0.46.

Kennametal Chairman, President and Chief Executive Officer,
Markos I. Tambakeras, said, "The external environment made
fiscal 2002 a very challenging year, with global economies
deteriorating as Europe followed the United States economy in
decline. Despite the external adversity, we remained focused on
executing our strategy and continuing to unlock the potential of
the Kennametal franchise. Notable accomplishments for fiscal
2002 included: another year of free operating cash flow in
excess of $100 million (approx. two times net income), despite
the market declines; major new product introductions which
resulted in sales from new products of 35%, the highest level in
more than 10 years; and formalizing the Kennametal Lean
Enterprise, which delivered in excess of $10 million in cost
savings. Our core metalworking business gained market share, and
we completed the J&L restructuring. Finally, the focused efforts
of recent years to prime the company for growth allowed us to
announce the highly strategic Widia acquisition, which we expect
to close in the near future."

Tambakeras continued, "The success of our efforts over the past
3 years to reposition the company has provided Kennametal with
the management team, operational structure and balance sheet to
not only be able to acquire Widia, but to also conclude a very
successful extensive refinancing of the company in June 2002.
The combination of strong business prospects and an impressive
credit story drove three financing transactions which positioned
Kennametal for growth with a solid capital foundation
characterized by high-quality investors and attractive terms."

Highlights

Fourth Quarter

     -- Sales of $402.9 million declined 9 percent, versus
$442.5 million last year. The net unfavorable impact of
acquisitions and divestitures essentially offset the benefit of
additional workdays, and the foreign exchange impact was
negligible. Average daily sales for the June 2002 quarter
improved 1% sequentially versus the March quarter, compared to a
typical sequential decline in the low single-digits.

     -- Gross profit margin, excluding special charges in both
periods, of 34.1 percent increased 10 basis points compared with
the fourth quarter of fiscal 2001. Lean initiatives continue to
provide manufacturing efficiencies that offset the combined
negative pressure of underutilized capacity due to volume  
declines and an unfavorable customer and product mix.

     -- Operating expense for the quarter was reduced 2 percent,
to $100.5 million, excluding special charges.

     -- The current quarter included special charges of $9.0
million, or $0.19 per diluted share, associated with the
completion of previously announced restructurings and the
divestiture of Strong Tool. Prior-year results included special
charges of $13.9 million, or $0.28 per share, related to the
divestiture of ATS, the J&L business improvement plan and work
force reductions.

     -- Interest expense of $7.3 million was 36 percent below
the same quarter last year due to ongoing debt reduction and
lower average borrowing rates.

     -- The effective tax rate for the June 2002 quarter was
32.1 percent, compared with prior year of 33.9 percent, as
anticipated.  

     -- Excluding special items, net income was $21.4 million, a
9 percent decrease compared with net income of $23.5 million
last year. Reported net income was $15.4 million against net
income of $14.3 million in the same quarter last year.

     -- Free operating cash flow was $42.6 million, versus $34.9
million in the same period last year. Primary working capital
continues to be tightly controlled with its ratio to sales at
27.9 percent, up slightly from last year driven by the sales
decline. Primary working capital of $422.6 million was down 8
percent, or $39 million, from the same period last year.

     -- Total debt was $411.4 million, down $195.7 million from
June 2001, including approximately $120 million from the
issuance of equity. Three years of focused debt reduction has
lowered total debt by more than 50%, or $450 million.

Fiscal 2002 versus 2001

     -- Organic sales for the 12 months ending June 30, 2002
declined 11 percent. Actual sales of $1,583.7 million were down
12 percent. Negative pressures included foreign exchange and net
acquisitions and divestitures.

     -- Excluding special items, net income was $61.6 million, a
decrease of 29 percent compared to $86.7 million last year.

     -- Through twelve months, diluted earnings per share were
$1.95, or 31 percent below last year's earnings of $2.82.
Reported diluted earnings per share were a loss of $6.70,
against last year's earnings per share of $2.35.

     -- Special charges of $286.8 million, or $8.65 per share,
were included in the year's results related primarily to the
SFAS No. 142 impairment charge of $250.4 million. Prior-year
results included special charges of $22.5 million, or $0.44 per
share. A chart detailing special charges for both years is
attached.

        SFAS No. 142 Non-Cash Goodwill Impairment Charge

As previously identified, the company recorded a non-cash
goodwill impairment charge of $250.4 million, net of $2.4
million tax, associated with the adoption of SFAS No. 142
"Goodwill and Other Intangible Assets." The charge was within
the previously disclosed range of $230 million to $260 million
and is specific to certain businesses acquired in 1997 as part
of Greenfield Industries. If the previous accounting rules had
remained in effect, no charge would have occurred. The company
reiterated its January 17, 2002 observation that the non-cash
charge will have no effect on Kennametal's operating performance
or cash flow, and management remains committed to maintaining a
strong balance sheet.

As noted previously, the charge will be reflected in the income
statement, effective July 1, 2001, as the cumulative effect of
the adoption of this new accounting standard.

                         Outlook

Looking forward, Tambakeras said, "Based on current economic
assumptions, we are confident that Kennametal is positioned for
growth in fiscal 2003, and will be able to deliver accelerated
benefits as a repositioned company. Key indicators including
industrial production and the Institute of Supply Management
(ISM -- formally NAPM) index have been steadily improving.
However, the recovery continues to be slower than previously
anticipated, and the strength and timing of sustained economic
improvement remains unclear. We are beginning the year on the
heels of two quarters of very modest sequential sales
improvement. Consequently, we expect the sluggish recovery to
continue, with a return to year-over-year growth in the December
quarter at the earliest. While the global economies slowly
strengthen, we will continue to invest in growth initiatives,
Kennametal Lean Enterprise and further development of our people
as we build on the foundation of the past three years with a
mission to improve the competitiveness of our customers'
operations around the world. Our focus on both the income
statement and the balance sheet will continue."

                Fiscal 2003 Full Year Outlook

Assuming economic conditions continue to slowly strengthen,
sales for the first quarter of fiscal 2003 are expected to be
down low- to mid-single digits, with diluted earnings per share
between $0.34 and $0.39, excluding approximately $0.06 dilution
from Widia.

                      Dividend Declared

Kennametal also announced its Board of Directors declared a
quarterly cash dividend of $0.17 cents per share, payable August
23, 2002, to shareowners of record as of the close of business
August 9, 2002.

Kennametal Inc., aspires to be the premier tooling solutions
supplier in the world with operational excellence throughout the
value chain and best-in-class manufacturing and technology.
Kennametal strives to deliver superior shareowner value through
top-tier financial performance. The company provides customers a
broad range of technologically advanced tools, tooling systems
and engineering services aimed at improving customers'
manufacturing competitiveness. With approximately 12,000
employees worldwide, the company's fiscal 2002 annual sales were
approximately $1.6 billion, with a third coming from sales
outside the United States. Kennametal is a five-time winner of
the GM "Supplier of the Year" award and is represented in more
than 60 countries. Kennametal operations in Europe are
headquartered in Furth, Germany. Kennametal Asia Pacific
operations are headquartered in Singapore. For more information,
visit the company's Web site at http://www.kennametal.com  

                         *    *    *

As reported in the May 28, 2002 edition of Troubled Company
Reporter, Kennametal Inc., (NYSE: KMT) announced its intention
to launch an underwritten public offering of 3,000,000 shares of
Common Stock and an underwritten public offering of $300 million
of Senior Unsecured Notes due in 2012.

The offerings are consistent with the company's previously
announced plans to fund the acquisition of the Widia Group as
part of a comprehensive refinancing of its capital structure,
which is also expected to include a new, three-year revolving
credit facility.  The company believes these financing
arrangements are consistent with its commitment to investment
grade ratings.

Standard & Poor's rates the company's Corporate Credit Rating
at BBB.  Its senior unsecured debt is rated Ba1 by Moody's, and
BBB- by Fitch.


KITTY HAWK: Texas Court Confirms Plan of Reorganization
-------------------------------------------------------
Kitty Hawk, Inc. (OTC Pink Sheets: KTTEQ) announced that the
U.S. Bankruptcy Court in Fort Worth, Texas approved its Plan of
Reorganization.  Kitty Hawk expects the plan to become effective
on August 31, 2002, at which time Kitty Hawk and its
subsidiaries will emerge from court supervision under Chapter 11
with a new capital structure as a standalone entity.

Kitty Hawk's core business, providing scheduled overnight air
freight services to approximately 47 U.S. cities operating
through its Fort Wayne, Indiana hub, supported by its FAA Part
121 certificated cargo airline, will continue unchanged.

Tilmon J. Reeves, Chairman and Chief Executive Officer
commented: "The economic recession of the past year and a half
has been a tremendous challenge to our industry. The tragic
events of September 11th presented numerous additional
challenges to our industry. Thanks to the loyalty of our
customers and the dedication and perseverance of our workforce,
Kitty Hawk has been able to weather these very difficult
economic times. With the active support and cooperation of our
creditors, we are now able to emerge from two years of court
supervision as a stronger, more focused company that is even
better equipped to continue our past commitment of outstanding
quality service to our customers."

For more information on the company, visit Kitty Hawk's Web site
at http://www.kha.com


KMART CORP: Court Okays Store No. 3334 Lease Sale to The Vons
-------------------------------------------------------------
Judge Sonderby permits Kmart Corporation, and its debtor-
affiliates to sell its designation rights under the Store No.
3334 Lease for $2,200,000 to The Vons Companies Inc. (Kmart
Bankruptcy News, Issue No. 28; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


LTV CORP: Copperweld Debtors Sign-Up Torys as Canadian Counsel
--------------------------------------------------------------
The Copperweld Corporation, Copperweld Tubing Products Company,
Miami Acquisition Corporation, Welded Tube Holdings, Inc.,
Welded Tube Company of America, and LTV International -- debtors
in these cases, seek to employ Torys LLP as their special
Canadian counsel nunc pro tunc to November 9, 2001.

The Copperweld Debtors want Torys to advise them on Canadian
legal issues relating to these chapter 11 cases, including the
proposed sale of the Copperweld Entities -- which have
significant assets in Canada. Torys is also expected to give
advice on tax, general corporate reorganization, anti-trust,
employment, environmental, real estate and restructuring, and
insolvency matters in these proceedings.

Specifically, Torys will be:

      (1) advising the Copperweld Entities with respect to
          Canadian legal issues relating to the proposed sale
          of the Copperweld Entities.  This advice is expected
          to include advice on tax, general corporate,
          reorganization, anti-trust, employment,
          environmental, real estate, and restructuring
          and insolvency matters;

      (2) assisting the Copperweld Entities in obtaining
          necessary or appropriate orders, consents or
          relief of the Bankruptcy Court and of any applicable
          Canadian court, agency, or regulatory authority,
          and any other related or ancillary matter;

      (3) assisting the Copperweld Entities in the negotiation
          of the sale of the assets or stock of the Copperweld
          Entities; and

      (4) matters ancillary to or related to these matters.

The current hourly rates charged in connection with Torys'
engagement range from:

                  $565    senior partners
                  $440    junior partners and counsel
                  $435    senior associates
                  $290    junior associates
                  $140    paralegals

All rates are subject to periodic review and adjustment by the
firm.

The Copperweld Debtors have agreed to pay Torys a $100,000
retainer for services rendered or to be rendered.  This retainer
will be held as security for legal fees and expenses incurred
and to be incurred in representing the Copperweld Debtors.

The Copperweld Debtors agree to waive any conflicts of interest
or potential conflicts of interest arising from Torys'
representation of creditors and other parties, in matters
unrelated to the Copperweld Debtors or these cases.

William F. Gray, Jr., Esq., at Torys LLP, notes that the firm
performed legal service for certain of the Debtors prepetition.
For example, Mr. Gray relates, Torys acted as special Canadian
counsel to LTV Corporation on the acquisition of Copperweld
Canada, Inc., in November 1999.  Torys provided the Debtors with
advice on Canadian environmental matters from time to time, and
also represented LTV Corporation in its acquisition and sale of
Graham FRP Composites.  The Copperweld Debtors owe no
outstanding amounts to Torys for services or expenses.

With respect to the acquisition of Grapham FRP Composites, Mr.
Gray explains that Torys is acting as escrow agent and has in
trust escrowed $550,000, which Torys is investing, pending the
outcome of a dispute on representations and warranties in a 2000
Share Purchase Agreement entered into by LTV Corporation.

From time to time, Mr. Gray adds, Torys has also represented,
and will continue to represent, certain creditors of the
Copperweld Debtors and various other parties adverse to the
Copperweld Debtors in matters unrelated to these chapter 11
cases.  These include:

    -- officer Anthony Stevens in connection with a shareholder
       dispute unrelated to the Debtors,

    -- ABB Automation through its subsidiaries, ABB China Ltd.,
       an ABB Structured Finance (Americas), Inc., in various
       matters unrelated to the Debtors or these Chapter 11
       cases,

    -- Aetna Life Insurance through its related entities,
       Aetna Capital Management, Aetna Trust Company, and
       Aetna Life Insurance Company of Canada, on various
       mortgage loan transactions;

    -- Akin Gump Strauss Hauer & Feld, counsel for the
       unsecured Noteholders' Committee, by providing "advice
       and assistance on various matters unrelated to the
       Debtors or their chapter 11 cases";

    -- Bank of America; Bank One Ohio Trust Company; Bankers
       Trust Company; Blue Cross & Blue Shield of Minnesota;
       Citicorp Venture Capital; CMS Marketing; Covington &
       Burling; Davis Polk & Wardell; Credit Suisse First
       Boston; and others.

All of these representations are in matters unrelated to the
Debtors.

Torys has also been retained by the bondholders of Algoma Steel,
presumably a competitor of the Steel Debtors, and is currently
lead outside counsel to Algoma Steel in matters unrelated to the
Copperweld Debtors.  Mr. Gray assures Judge Bodoh that Torys
would not represent Algoma Steel in matters related to these
chapter 11 cases. (LTV Bankruptcy News, Issue No. 33; Bankruptcy
Creditors' Service, Inc., 609/392-00900)

LTV Corporation's 11.75% bonds due 2009 (LTVC09USR1) are trading
at 0.5 cents-on-the-dollar, DebtTRaders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=LTVC09USR1
for real-time bond pricing.


LAIDLAW: Court Okays Payment of Professional Fees as of Feb. 28
---------------------------------------------------------------
Judge Kaplan allows the payment of interim professional fees for
services rendered and reimbursement of expenses incurred by
these professionals:

Professional          Fee Amount   Reimbursement   Period
------------          ----------   -------------   ------
Jones, Day, Reavis    $3,887,124   $1,786,101      11/01/01 to
& Pogue                                            02/28/02

Hodgson Russ LLP         162,080       11,467      06/28/01 to
                                                    02/28/02

Spencer Stuart           260,000       45,110      12/21/01 to
                                                    04/15/02

Dresdner Kleinwort       200,000       15,954      02/1/02 to
Wasserstein                                        05/31/02

Accordingly, Judge Kaplan authorizes and directs Laidlaw Inc.,
and its debtor-affiliates to make these payments. (Laidlaw
Bankruptcy News, Issue No. 20; Bankruptcy Creditors' Service,
Inc., 609/392-0900)  


LIQUID AUDIO: Nixes JMB Capital Partners' Demand for Liquidation
----------------------------------------------------------------
Liquid Audio, Inc. (Nasdaq: LQID), sent the following letter to
JMB Capital Partners:

                                       July 24, 2002

Mr. Jonathan Brooks
JMB Capital Partners, L.P.
1999 Avenue of the Stars, Suite 2040
Los Angeles, CA 90067

"Dear Mr. Brooks:

"We feel compelled to respond to your July 23rd letter to our
board of directors, which you chose to make public through your
Schedule 13D filing. At best, your comments can be characterized
as disingenuous and indicative of a short-term stockholder's
indifference to the best interests of all Liquid Audio
stockholders. Your letter is couched in the language of a long-
term investor when, in fact, you have owned the bulk of your
Liquid Audio holdings for less than seven weeks and subsequent
to Liquid Audio's first announcement of its transaction with
Alliance on June 14th.

"We reject your opportunistic demand for liquidation. It is
obvious that you seek only short-term profits and care nothing
for the long-term interests of stockholders as you agitate to
dismantle a company that has bright prospects and compelling
technology. The board has determined that the self-tender offer
and merger with Alliance is in the best interests of
stockholders and is clearly superior to any alternative that has
been proposed. Accordingly, Liquid Audio has no intention to
terminate or further renegotiate the merger agreement with
Alliance. We will bring this transaction to a vote of our
stockholders and currently expect to hold the stockholder
meeting as scheduled on September 26, 2002. Approval requires
only the approval of a majority of shares voting at the meeting.
If the merger vote fails, the company will consider all of its
business alternatives to benefit its stockholders, which will
not necessarily result in liquidation.

"We anticipate that you and our other stockholders will benefit
from this transaction. We believe that after you actually review
the proxy statement and offer to purchase and consider the
alternatives, you will find it in your best interest to tender
your shares in the self-tender offer and vote in favor of the
merger to get the benefit of tender. In this regard, you should
note that the musicmaker.com group (holding 6.9%) and senior
management (holding 6.6%) have announced that they will not
tender into the self-tender offer. This will increase the amount
of cash you and other tendering stockholders will receive if the
tender offer is oversubscribed."

                                       Very truly yours,

                                       Gerald Kearby
                                       Chief Executive Officer
                                       Liquid Audio, Inc.

Liquid Audio, Inc., is a leading provider of software,
infrastructure and services for the secure digital delivery of
media over the Internet. The Liquid Audio solution gives content
owners, Web sites and companies the ability to publish,
syndicate and securely sell digital media online with copy
protection and copyright management. Using the Liquid(TM) Player
software, available for free download at
http://www.liquidaudio.com consumers can preview and purchase  
downloadable music from hundreds of affiliate Web sites in the
Liquid Music Network(TM).


LODGIAN INC: Maintains Plan Filing Exclusivity Until October 21
---------------------------------------------------------------
Lawrence P. Gottesman, Esq., Brown Raysman Millstein Felder &
Steiner LLP in New York, tells the Court that based on the
schedules and statement of financial affairs filed by Lodgian,
Inc., and its debtor-affiliates, it is clear that the Debtors'
capital structure is very simple.  In each case, the Trust holds
a significant secured claim and the particular Specified Debtor
owes a relatively small amount of trade debt, as well as certain
intercompany obligations.  Criimi Mae does not believe that the
Specified Debtors can confirm a plan or plans over the Trust's
objection.

In the event that the Motion is granted, Mr. Gottesman notes
that the Debtors will have had the exclusive right to file a
plan for almost a full year.  Given that the Specified Debtors
have an extremely simple capital structure, have made little
effort -- let alone progress -- in reaching a consensual plan
with Criimi Mae and have dubious prospects of doing so given the
Specified Debtors' approach, are unlikely to be able to confirm
a plan or plans over the Trust's objection and are not funding
furniture & fixture Reserves or paying postpetition interest or
expenses, a further extension of exclusivity for a period of
three months is unwarranted.  Criimi Mae asserts that any
extension with respect to the Specified Debtors should be
limited to 30 days, with the express understanding that any
further extensions may be won only by the "hard bargaining"
contemplated in Section 1121 of the Bankruptcy Code.

                   CCA Insists on Termination

Andrew A. Kress, Esq., Kaye Scholer LLP, in New York, tells the
Court that sufficient cause exists to deny the Exclusivity
Motion and terminate the exclusive periods within which the CCA
Borrowers may file and solicit acceptances to a plan of
reorganization.  Knowing that CCA has sought to terminate
exclusivity for the CCA Borrowers, the Debtors nonetheless have
sought to demonstrate that factors support continuation of the
Debtors' exclusivity -- by attempting to convince the Court that
the Debtors are an integrated organization.  CCA contends that
the facts do not support this position at least with respect to
the CCA Borrowers.

Mr. Kress points out that the CCA Borrowers' debt structure is
simple as there is a single secured creditor, who is
undersecured.  As a result, there is no equity value in the CCA
Borrowers for the Debtors.  According to the amended schedules
filed by the CCA Borrowers, non-affiliated unsecured claims is
less than $2,400,000.  Therefore, the CCA Borrowers do not have
a complex debt structure and nothing has been asserted by the
Debtors in the Exclusivity Motion that would lead to the
conclusion that the CCA Borrowers' chapter 11 cases are complex.
Based on the CCA Borrowers' debt structure, it is clear that
absent the affirmative vote by CCA as a secured and unsecured
creditor, there can be no impaired class of creditors who can
vote in favor of a plan of reorganization for the CCA Borrowers.

Mr. Kress informs the Court that CCA met with the Debtors'
representatives to discuss the Debtors' proposed reorganization
plan structure only to discover that the proposed plan was
entirely unsatisfactory.  Settlement negotiations ensued because
of CCA's desire to reach consensus on the fundamental aspects of
the structure proposed by the Debtors.  However, the substantive
details of the settlement discussions are protected by the
Federal Rules of Evidence.  Therefore, the CCA's counsel is not
at liberty to disclose any these details.

Mr. Kress relates that CCA conducted settlement negotiations in
good-faith, offered a plan proposal, and used its best efforts
to achieve an amicable resolution.  Yet despite CCA's efforts,
the parties are at a fundamental impasse, which cannot be
resolved with further settlement negotiations.  The parties have
exhausted any possibility of reaching a consensus on this
matter, which led CCA to file the Motion to Terminate
Exclusivity and this Objection.  The Debtors do not dispute the
fact that they and CCA have been unsuccessful in reaching
consensus on the terms and conditions of a plan.

The Debtors assert that they are paying their debts as they
become due during the Chapter 11 cases.  However, more
importantly, the Debtors concede that the cash generated by
"high leverage hotels" are not sufficient to service the debt
associated with the properties.  The 18 hotels owned or leased
by the CCA Borrowers have been denominated as "high leverage
hotels" by the Debtors.  Given the fact that the Debtors have
taken the position that CCA is an undersecured creditor and the
de minimis level of non-insider trade debt, Mr. Kress maintains
that a plan proposed by the Debtors for the CCA Borrowers cannot
be confirmed.

The Debtors' only response was to assert that CCA's deficiency
claim could be separately classified from the other trade
creditors and, therefore, an accepting class of impaired
creditors could be achieved.  CCA submits that the
classification scheme will not withstand scrutiny under relevant
case law in this district.  Mr. Kress states that even if the
Debtors could legally justify separating CCA's deficiency from
the de minimis claims of non-insider trade creditors, the plan
is not feasible. If CCA rejected the plan both as a secured and
unsecured creditor, then in order to confirm the plan, the
Debtors would have to propose that CCA receive cash and property
having a value as of the date of confirmation equal to
$109,000,000.  The Debtors have admitted that the CCA Hotels do
not generate sufficient cash to service CCA's debt.

Thus, Mr. Kress asserts that the circumstances warrant
termination of exclusivity as to the CCA Borrowers.  Absent
consent from CCA, the CCA Borrowers cannot achieve confirmation
of a plan.  Therefore, rather than unduly delaying the
reorganization, CCA should be permitted to file its own plan of
reorganization for the CCA Borrowers.  In fact, given the
substantial level of professional fees and reorganization
expenses being incurred by the Debtors and the Debtors efforts
to charge CCA's cash collateral for a portion of these fees and
expenses, CCA will be significantly prejudiced by unduly
delaying the CCA Borrowers' chapter 11 cases.

The Debtors' chapter 11 cases have been pending for more than
six months, which CCA believes is more than sufficient time to
have reached an agreement on a consensual plan for the CCA
Borrowers. The Debtors have not cited any unresolved
contingencies, which must be addressed before proceeding with
confirmation of a plan for the CCA Borrowers.

Furthermore, CCA argues, equitable considerations support denial
of the Exclusivity Motion as it applies to the CCA Borrowers.
Until the playing field has been leveled, Mr. Kress says, there
is no incentive for the Debtors to engage in meaningful
substantive negotiations with CCA since the Debtors, by
maintaining exclusivity, has the ability to delay and thereby
force a plan on CCA.  It is this imbalance between a debtor and
its creditors that Section 1121 sought to avoid.

                       *    *    *

Judge Lifland overrules all objections to the motion and grants
the Debtors an extension of their exclusive filing period to
October 21, 2002 and their period during which to solicit
acceptances of that plan to December 18, 2002.  In view of the
contested nature of the Debtors' motion to extend the exclusive
periods to file a plan of reorganization as it relates to the
CCA Debtors; and to facilitate the quest for resolution options
in the plan negotiating process, Judge Lifland appoints Harvey
R. Miller, Esq. to serve as the mediator of the disputes between
CCA and the Debtors. (Lodgian Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service, Inc., 609/392-0900)  


LOUISIANA-PACIFIC: Second Quarter Net Loss Climbs Up to $13MM
-------------------------------------------------------------
Louisiana-Pacific Corporation (NYSE:LPX) reported a second
quarter net loss of $13.2 million on sales of $452.8 million.

In the second quarter of 2001, LP's net loss was $9.7 million on
sales of $461.3 million (excluding the amortization of goodwill,
second quarter 2001 net loss was $2.9 million). For the first
six months of 2002, LP reported a net loss of $22.7 million on
sales of $864.6 million compared to a net loss of $99.1 million
on sales of $856.4 million in the first six months of 2001
(excluding the amortization of goodwill, the net loss for the
first six months of 2001 was $85.5 million).

During the second quarter of 2002, LP completed the
implementation of Statement of Financial Accounting Standards
No. 142, "Goodwill and other intangible assets". As part of this
implementation, LP recognized an impairment charge of $6.3
million related to goodwill. This charge was recorded as a
"cumulative effect of change in accounting principle" as of
January 1, 2002.

For the second quarter of 2002, income from continuing
operations was $7.7 million. In the second quarter of 2001, LP's
loss from continuing operations was $11 million. For the first
six months of 2002, income from continuing operations was $8.5
million. For the first six months of 2001, loss from continuing
operations was $85.8 million.

"As our significantly improved results from continuing
operations indicate, we are making very good progress toward
sustained profitability. Operating results for these businesses
in the first half of the year improved more than $90 million
despite a poor pricing environment," said Mark A. Suwyn, LP's
chairman and CEO. "During the quarter we were able to use
operating cash flows to pay down revolving debt by about $75
million and increase our cash position by more than $50
million."

Suwyn added, "LP's significantly lower OSB costs for the quarter
compared to the same quarter last year nearly offset lower
prices. Additionally, our revenue from composite wood and
plastic building products grew 15-20% as new products introduced
over the last year gained momentum in the marketplace."

In early May, the company announced an asset sale and debt
reduction program to enhance long-term competitiveness and
flexibility.

"The businesses slated for divestiture have attracted numerous
potential buyers. Bidding and due diligence processes have
begun, and I am pleased with level of interest expressed and the
ongoing efforts of our employees to make their mills more
attractive through improved performance," said Bill Hebert, vice
president of business development. "We are optimistic that we
will complete these divestitures in the next 12 to 16 months as
originally forecast."

LP is a premier supplier of building materials, delivering
innovative, high-quality commodity and specialty products to its
retail, wholesale, homebuilding and industrial customers. Visit
LP's Web site at http://www.lpcorp.comfor additional  
information on the company.

                         *    *    *

As reported in Troubled Company Reporter's May 15, 2002,
edition, Standard & Poor's revised its outlook on
Louisiana-Pacific Corp., to stable from negative.  Standard &
Poor's affirmed its ratings, including its double-'B' corporate
credit rating on the company.

The outlook revision followed:

LP's announcement of a major asset sale program and plans to
significantly reduce debt; and, Improved market conditions so
far this year for most of LP's products which, in tandem with
cost reduction, have caused credit measures to strengthen
somewhat from the very weak levels of the past year. Plans call
for the sale of the company's 935,000 acres of primarily
southern timberlands along with its plywood, industrial panels
and lumber businesses. Management expects to complete the
majority of divestitures in 12 to 18 months and generate $600
million to $700 million of net proceeds.

Focusing on profitable segments in which LP has favorable cost
and market positions and good growth opportunities makes
strategic sense. If the company is successful in selling assets
and debt reduction is permanent, lower debt leverage and more
targeted capital investment would be major advantages in
countering the extreme cyclicality LP faces.

                         Outlook

Management's desire to significantly reduce debt and focus on
businesses in which the company has competitive market and cost
positions should help stabilize credit quality and result in
acceptable performance throughout the business cycle.

                      Ratings List:

               * Corporate credit rating BB

               * Senior secured debt BB+

               * Senior unsecured debt BB-

               * Subordinated debt B+


LUCENT TECHNOLOGIES: Second Quarter Revenues Drop 16% to $2.95MM
----------------------------------------------------------------
Lucent Technologies (NYSE: LU) reported results for the third
fiscal quarter of 2002.

The company recorded pro forma revenues of $2.95 billion for the
third fiscal quarter of 2002, a sequential decline of
approximately 16 percent from the $3.52 billion in revenues that
Lucent recorded in the second fiscal quarter of 2002. The
company recorded $5.37 billion in pro forma revenues in the
year-ago quarter.

The pro forma loss per share from continuing operations was a
loss of $1.86, which includes a non-cash charge of $1.70 per
share to increase the valuation allowance on deferred tax
assets. Without this charge, the pro forma loss per share from
continuing operations would have been 16 cents versus a loss of
20 cents recorded in the second fiscal quarter, which included a
six-cent tax charge. The company recorded a pro forma loss of 39
cents per share in the year-ago quarter.

"The market continues to be very challenging. Capital spending
constraints have intensified and remained in place much longer
than anyone would have predicted," said Lucent's Chief Executive
Officer, Patricia Russo. "Despite this, we are pleased to have
generated a sequential improvement in our gross margin and
positive operating cash flow. And while our bottom line was
negatively impacted by a non-cash tax charge we recorded this
quarter, we continue to see improvements in the operating
fundamentals of our business. This speaks to the effectiveness
of our restructuring efforts.

"During this prolonged market downturn, we've concentrated on:
working closely with our customers to position the full breadth
of our products and services; significantly reducing our cost
structure; driving to reduce our EPS breakeven revenue figure;
and improving our balance sheet so that Lucent will be well-
positioned to capitalize on the market when it rebounds."

Lucent recorded a non-cash charge of $5.83 billion to provide a
full valuation allowance on its remaining net deferred tax
assets at June 30, 2002. This charge was partially offset by a
third quarter income tax benefit of $282 million on a pro forma
basis, and $505 million on an as-reported basis.

Deferred tax assets, such as those resulting from net operating
losses, reduce taxable income in future years. Statement of
Financial Accounting Standards (SFAS) No. 109(4) requires an
assessment of a company's current and previous performance and
other relevant factors when determining the need for a valuation
allowance. Factors such as current and previous operating losses
are given substantially more weight than the outlook for future
profitability.

"As we were closing the quarter, a review of the changes we saw
in our third quarter, combined with the cumulative losses we've
recorded, caused us to conclude that it would be appropriate to
record a non-cash charge related to our deferred tax assets,"
said Lucent Chief Financial Officer Frank D'Amelio. "Recording
this charge is not a reflection on the future prospects of our
business or the industry. Over time, we believe the market will
turn, positioning us to fully utilize these assets as we achieve
profitability," he said.

The company reported a pro forma gross margin of 23.5 percent, a
sequential improvement of nearly 1 percentage point. "We are
pleased with our gross margin performance despite a significant
decline in revenues this quarter. Our ongoing cost reductions,
including improvements in supply chain management, and a
favorable product mix continue to have a positive impact on our
gross margin," said D'Amelio.

Lucent continues to target a 35 percent gross margin during
fiscal year 2003 through a combination of improved product mix,
reduction of inventory-related charges, continued cost
reductions, market and product rationalization work, and the
introduction of new products.

On a sequential basis, Lucent's pro forma operating expenses
declined 4 percent to $1.28 billion. Excluding provisions for
bad debt and customer financing, Lucent's pro forma selling,
general and administrative (SG&A) expenses decreased by
approximately 1 percent to $610 million and the company's pro
forma research and development (R&D) spending decreased 8
percent to $480 million, sequentially.

On an as-reported basis, revenue for the third fiscal quarter of
2002 declined 50 percent to $2.95 billion compared with $5.89
billion in the year-ago quarter. The loss from continuing
operations for the third fiscal quarter of 2002 was $7.84
billion, or $2.30 per basic and diluted share, compared with a
loss of $1.88 billion, or 55 cents per basic and diluted share
recorded in the year-ago quarter.

The loss from continuing operations for the third fiscal quarter
of 2002 includes $808 million of business restructuring charges,
$75 million of amortization of goodwill and other acquired
intangibles, an $837 million impairment charge primarily related
to goodwill for the Spring Tide acquisition made in September
2000, and all of the related tax impacts of these items, for
which a full valuation allowance was provided. The continued and
more recent sharp decline in the telecommunications market
prompted an assessment of all key assumptions underlying our
goodwill valuation judgments, including those relating to short-
and long-term growth rates. As a result, the company determined
that a goodwill impairment charge was required.

The loss from continuing operations for the year-ago quarter
includes $684 million of business restructuring charges, $233
million of amortization of goodwill and other acquired
intangibles, $182 million of pretax income from Lucent's optical
fiber business, which was sold in the first fiscal quarter of
2002, and all of the related tax impacts of these items.

On an as-reported basis, the net loss for the third fiscal
quarter of 2002 was $7.91 billion compared with a net loss of
$3.24 billion recorded in the year-ago quarter. The net loss in
the current quarter includes a loss of $27 million related to
discontinued operations. The net loss in the year-ago quarter
includes a loss from discontinued operations of $1.36 billion.

               Update On Business Restructuring

Due to continuing market declines, the company has committed to
further restructuring actions that have resulted in an
additional business restructuring charge of $808 million, which
was recorded in the third fiscal quarter. Of the total charge,
$335 million is expected to be cash. This is expected to result
in approximately $700 million in annual savings.

This charge includes plans to further reduce headcount by
approximately 7,000, the majority of which is expected to be
completed by Dec. 31, 2002. As of June 30, 2002, the company had
53,000 employees.

                   Company Lowers EPS Breakeven

These additional restructuring actions will result in EPS
breakeven revenue of $3.5 billion with a gross margin level in
the low 30s. Lucent is actively developing plans to further
reduce its EPS breakeven revenue to below $3.5 billion during
fiscal 2003. This will involve further actions and an additional
restructuring charge, which likely will be recorded in the
fourth fiscal quarter of 2002.

"Our liquidity remains strong," said D'Amelio. As of June 30,
2002, Lucent's cash and short-term investments totaled $5.4
billion and the company had no outstanding balance under its
credit facility. The total amount available under this facility
is $1.5 billion.

Lucent's accounts receivable declined by $592 million compared
with March 31, 2002. Days sales outstanding (the number of days
required to collect a receivable) remained somewhat flat on a
sequential basis. Inventory declined by $432 million during the
same period.

In addition, the company reduced its total vendor financing
commitments to $1.95 billion from $2.22 billion at March 31,
2002.

During the quarter, Lucent's operating cash flow(3) was positive
$739 million, which includes a $616 million tax refund that was
received during the quarter. This compares with positive
operating cash flow of $185 million recorded in the second
fiscal quarter, which included a tax refund of $337 million.

Due to ongoing market uncertainty, the company is not providing
guidance for the fourth fiscal quarter of 2002. The company
continues to target a return to profitability in late fiscal
2003.

On a sequential basis, pro forma revenues in the U.S. declined
15 percent to $2.05 billion and international revenues declined
18 percent to $898 million. Compared with the year-ago quarter,
revenues in the U.S. declined 42 percent and international
revenues decreased 52 percent. This decline was primarily due to
continuing reductions in capital spending by service providers,
as well as some customers experiencing weakening financial
conditions.

Integrated Network Solutions (INS)

Revenues for the third fiscal quarter of 2002 were $1.41
billion, a decrease of 21 percent sequentially and a decrease of
61 percent compared with the year-ago quarter.

Despite market conditions, Lucent has continued to announce
significant contracts for its optical products, its IP network-
based offerings and its Softswitch. Recent highlights include:

     * SBC Communications choosing Lucent to provide an Internet
protocol (IP) Centrex solution that will allow its business
customers to take advantage of new cutting-edge central office-
based services.

     * A five-year contract to provide general network services
and support to British Telecom's United Kingdom network.

     * Comcast choosing Lucent VitalAccess(TM) Device
Provisioning and Subscriber Management software to help
accelerate deployment of its Voice over Internet protocol (VoIP)
primary line phone service.

     * eircom, the leading telecommunications provider in
Ireland, selecting the Lucent NavisRadius(TM) platform to
upgrade its IP-based business services network.

     * Tiscali in France and Spain successfully deploying the
Lucent SoftSwitch, which is now carrying live network traffic.

     * Edison Carrier announcing it would be the first service
provider in the United States to commercially deploy the Lucent
LambdaUnite(TM) MultiService Switch in its network that also
includes the Lucent Metropolis DMX(R) Access Multiplexer.

Mobility Solutions

Revenues for the third fiscal quarter of 2002 were $1.45
billion, a decrease of 8 percent sequentially and a decrease of
approximately 2 percent compared with the year-ago quarter.

During the past quarter, Lucent's Mobility business continued to
demonstrate its market leadership in CDMA and solid progress
with its UMTS offer. Recent highlights include:

     * Announcing an industry-leading milestone -- the 25,000th
Lucent base station equipped with CDMA2000 technology. At the
same time, the company announced commercial availability of
next-generation CDMA base stations called 3G CDMA2000 1xEV DO,
which supports mobile data services at speeds of up to 2.4
Megabits per second.

     * Significant contracts for advanced CDMA 2000 network
equipment with Telcel BellSouth in Venezuela, Telus Mobility in
Canada, and KTF, a leading wireless service provider in Korea.

     * Successfully completing the industry's first packet-data
call using commercial UMTS infrastructure and a commercial-grade
UMTS handset from Qualcomm.

     * A strategic initiative with Agere Systems (ORiNOCO
Wireless Networks), Hewlett-Packard Company, iPass, ipUnplugged
and Sierra Wireless to jointly sell Lucent's new portfolio of
solutions that allow business customers to securely access e-
mail, corporate data bases, internal Web applications and other
high-speed applications via CDMA2000 and UMTS wireless networks,
as well as WiFi/wireless LAN networks.

     * Unveiling a Bell Labs breakthrough that dramatically
increases the efficiency of a critical chip used in 3G UMTS
equipment. This will help substantially increase network
capacity and reduce costs for mobile operators.

                    Discontinued Operations

Lucent completed the spinoff of Agere on June 1, 2002, and has
accounted for the financial results of Agere as discontinued
operations. Lucent's financial information for discontinued
operations will differ from the information reported by Agere
due to different assumptions and allocations required to be made
by the two companies.

Lucent Technologies, headquartered in Murray Hill, N.J., USA,
designs and delivers networks for the world's largest
communications service providers. Backed by Bell Labs research
and development, Lucent relies on its strengths in mobility,
optical, data and voice networking technologies as well as
software and services to develop next-generation networks. The
company's systems, services and software are designed to help
customers quickly deploy and better manage their networks and
create new revenue-generating services that help businesses and
consumers. For more information on Lucent Technologies, visit
its Web site at http://www.lucent.com

As reported in Troubled Company Reporter's June 17, 2002
edition, Fitch lowered Lucent's Senior Unsecured Debt Rating to
B+.

Lucent Technologies' 7.7% bonds due 2010 (LU10USR1), DebtTraders
reports, are trading at 67. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=LU10USR1


LUMINANT WORLDWIDE: Files Plan and Disclosure Statement in Texas
----------------------------------------------------------------
Luminant Worldwide Corporation and its debtor-affiliates filed
their Liquidating Plan of Reorganization and its accompanying
Joint Disclosure Statement in the U.S. Bankruptcy Court for the
Southern District of Texas. Full-text copies of the Plan and the
Disclosure Statement are available for a fee at:

http://www.researcharchives.com/bin/download?id=020723233509

          and

http://www.researcharchives.com/bin/download?id=020723233308

The Debtors' Plan provides for an orderly liquidation of their
assets.  In this case, other than Luminant, none of the other
Debtors have any assets. Additionally, with the exception of
Free Range Media, none of the subsidiary Debtors have any
liabilities either and Luminant has guaranteed the debt owed by
Free Range Media. Substantive consolidation will have no effect
whatsoever on Distributions under the Plan and simply
facilitates administration of the bankruptcy estates.

Pursuant to the Plan, any Claimholder of the Debtors whose claim
is impaired under the Plan is entitled to vote if either:

     i) the Debtors have scheduled the Claimholder's Claim (and
        such Claim is not scheduled as disputed, contingent, or
        unliquidated), or

    ii) the Claimholder has filed a Proof of Claim on or before
        the deadline set by the Bankruptcy Court for such
        filings.

Luminant Worldwide Corporation develops online applications and
Web sites for its clients. The Debtor also offers consulting and
marketing services, as well as ongoing Web site maintenance and
data analysis. The Company filed for chapter 11 protection on
December 7, 2001. Henry J Kaim, Esq., and Myron M Sheinfeld,
Esq., at Akin Gump et al represent the Debtors in their
restructuring efforts. When the Debtors filed for protection
from its creditors, it listed 29,837,408 in assets and
38,960,740 in debts.


METALS USA: Terminates Arthur Andersen Engagement as Accountants
----------------------------------------------------------------
On June 21, 2002, Metals USA, Inc., dismissed Arthur Andersen
LLP as their principal independent accountant and engaged
Deloitte & Touche LLP as their principal independent accountant.
The decision to change principal independent accountants was
recommended by the Audit Committee and was approved by the Board
of Directors of the Company.

Andersen's reports on the consolidated financial statements of
the Company for the year ended December 31, 2001, included an
explanatory paragraph concluding that substantial doubt exists
about the Company's ability to continue as a going concern given
that the Company and all of its subsidiaries filed for
reorganization under Chapter 11 of the United States Bankruptcy
Code on November 14, 2001.


PACIFIC GAS: Gets Approval to Hire Experts without Court Order
--------------------------------------------------------------
Pacific Gas and Electric Company obtained Court permission to
retain experts without further order of the Court on the basis
that these experts are not "professionals" under Section 327 of
the Bankruptcy Code, 11 U.S.C. Sec. 101-1330. These experts
would primarily be involved with regulatory, feasibility, and
financial issues stemming from the plan of reorganization.

The Experts, the Debtor explained, will act solely in a
consulting capacity and at some point, certain of them may offer
opinion testimony in proceedings before the Court, at which time
their identities will be disclosed in accordance with the
Court's procedure. (Pacific Gas Bankruptcy News, Issue No. 40;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


PANACO INC: Wants More Time to File Schedules & Statements
----------------------------------------------------------
Panaco, Inc., asks the U.S. Bankruptcy Court for the Southern
District of Texas to extend its time period to file
comprehensive Schedules and Statements as required by 11 U.S.C.
Sec. 521(1) and Rule 1007 of the Federal Rules of Bankruptcy
Procedure.  

The Debtor tells the Court that it needs until August 30, 2002
to prepare schedules of assets and liabilities, current income
and expenditures, executory contracts and unexpired leases and a
statement of financial affairs.

The Debtor points out that because of the complexity of its
financial affairs, the limited staffing available and the press
of business, it was unable to assemble all of the information
necessary to complete and file the Schedules and Statements.

Panaco, Inc., is in the business of selling oil and natural gas
produced on properties it leases to third party purchasers. The
Company filed for chapter 11 protection on July 16, 2002. Monica
Susan Blacker, Esq., at Neligan Stricklin LLP represents the
Debtor in its restructuring efforts. When the Debtor filed for
protection from its creditors, it listed $130,189,000 in assets
and $170,245,000 in debts.


PENN SPECIALTY: Exclusive Period Extended Until September 5
-----------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Delaware, Penn Specialty obtained an extension of its exclusive
periods.  The Court gives the Debtor, until September 5, 2002,
the exclusive right to file their plan of reorganization and
until November 4, 2002 to solicit acceptances of that Plan.

Penn Specialty, one of the world's largest suppliers of
specialty chemicals THF and PTMEG, filed for chapter 11
protection on July 9, 2001. Deborah E. Spivack, Esq., at
Richards, Layton & Finger, in Wilmington, Delaware, represents
the company in its restructuring effort.


PHONETEL TECH: Firms-Up Merger & Debt Workout Deals with Davel
--------------------------------------------------------------
Davel Communications, Inc., (OTC Bulletin Board: DAVL) and
PhoneTel Technologies, Inc., (OTC Bulletin Board: PHTE.OB) the
nation's two leading publicly traded independent payphone
service providers with a combined installed base of
approximately 75,000 payphones, announced that the merger
transaction between the two companies has been completed and the
final consolidation of their business operations has begun.

Under the Agreement and Plan of Reorganization and Merger
PhoneTel has become a wholly owned subsidiary of Davel.
Beginning on July 24, 2002 the combined companies will trade
under the OTCBB symbol: DAVL.OB.

Simultaneously with the closing of the merger, the combined
companies exchanged approximately $254.0 million of debt
outstanding under their existing credit facilities for shares of
common stock equaling approximately 91% of Davel's outstanding
equity after the merger, on a fully diluted basis, and entered
into an Amended, Restated and Consolidated Credit Agreement to
replace and combine their existing credit facilities. PhoneTel's
and Davel's remaining debt under the Amended, Restated and
Consolidated Credit Agreement aggregates $100 million.

John D. Chichester, Chief Executive Officer of the combined
companies said, "We are all optimistic about the future of
Davel. The combination of the two companies gives us a strong
competitive advantage in the payphone service provider industry
and we look forward to taking advantage of new business
opportunities as they present themselves.

"Our two companies have been working diligently together for
over a year and the cost reduction steps we have taken during
the course of this time have led to improving financial results
and an expanding market presence. It is our goal and hope to
return to profitability in the near future."

Bruce W. Renard, past President of Davel and a Director of the
combined companies added, "It has been a privilege to serve as
President of Davel and to work with the management of PhoneTel
to accomplish our common goal of bringing the two companies
together. I look forward to working with John and his team on a
consulting basis and to serving as a member of the board of
directors to further the going-forward opportunities for Davel."

Founded in 1979, Davel Communications, Inc., is the largest
independent payphone provider in the United States.
Headquartered in Cleveland Ohio, Davel operates in 48 states and
the District of Columbia.

PhoneTel Technologies, Inc., is a leading independent provider
of pay telephones and related services with operations in 45
states and the District of Columbia. PhoneTel serves a wide
array of customers operating in the shopping center,
hospitality, health care, convenience store, university, service
station, retail and restaurant industries.

At December 31, 2001, PhoneTel's balance sheet shows a total
shareholders' equity deficit of about $30 million.


POLAROID CORP: Court Okays Disclosure Statement Filing -- Later
---------------------------------------------------------------
Judge Walsh allows Polaroid Corporation, and its debtor-
affiliates not to file a Disclosure Statement along with the
Plan.  The Debtors may file the Disclosure Statement at least 25
days prior to any date set by the Court for a hearing on the
adequacy of the Disclosure Statement but not before 30 days
after the consummation of the OEP Sale. (Polaroid Bankruptcy
News, Issue No. 20; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


POPE & TALBOT: Prices $60 Million 8-3/8% Senior Note Offering
-------------------------------------------------------------
Pope & Talbot (NYSE: POP) has priced an offering of $60.0
million of 8-3/8% Senior Notes due 2013, with estimated net
proceeds to the Company of $50.8 million. The terms of the notes
are substantially identical to the terms of the Company's
existing 8-3/8% Debentures due 2013. As previously announced,
the net proceeds will be used to repay a portion of the
outstanding indebtedness under the Company's bank credit
facilities.

The notes will not be registered under the Securities Act of
1933 or the securities laws of any other jurisdiction. The notes
may not be offered or sold in the United States absent
registration or an exemption from registration under the
Securities Act of 1933 and the securities laws of any other
applicable jurisdiction. The transaction is structured to
qualify for the resale exemption provided by Rule 144A under the
Securities Act of 1933. Following the closing of the offering,
the Company has agreed to make an offer to exchange the notes
for registered, publicly tradable notes on substantially
identical terms.

                         *   *   *

As reported in the July 18, 2002 edition of the Troubled Company
Reporter, Standard & Poor's has assigned its double-'B' rating
to pulp and lumber producer Pope & Talbot Inc.'s $50 million
senior unsecured notes due 2013.

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


PSINET INC: Court Approves Proposed Omnibus Claims Procedures
-------------------------------------------------------------
PSINet, Inc., and its debtor-affiliates obtained Court approval
of the following omnibus claims procedures:

Step One: The Debtors File Omnibus Objections.

a.  The Debtors will file omnibus objections to certain Claims
    from time to time. Each Objection will identify each Claim
    to which the Debtors object, as well as the grounds on which
    the Debtors object to each Claim.

b.  Each Claimant whose Claim is subject to the Objection will
    be served with a copy of (i) a Notice of Hearing to consider
    the Objection and (ii) the Objection. The hearing will
    be no sooner than 30 days after the date of mailing of the
    Objection. The service will be by first class mail to the
    address set forth on the respective proof of claim. The
    address may have been supplemented by a Claimant in
    accordance with Bankruptcy Rule 2002(g). If a Claim has been
    transferred, notice will be given only to the entity listed
    as being the owner or owners of such Claim on the Claims
    Register as of the date the Objection is filed.

c.  The assertion of any particular ground for objecting to a
    Claim will not preclude the Debtors from asserting
    additional grounds for objecting to that Claim, in either
    the same Objection, or a subsequent Objection.

Step Two: Claimant Files Response to Objection

a.  Each Claimant whose Claim is subject to an Objection will
    have 20 days from the date on which the Debtors mail the
    Objection, to file and serve the Debtors (with a courtesy
    copy delivered to Chambers) with a response to the Objection
    together with any evidence or documents that the Claimant
    intends to introduce at a Hearing or a mediation on the
    Objection.

b.  The Debtors propose that the failure by a Claimant to file a
    timely Response be deemed consent by the Claimant to the
    relief requested in the Objection with respect to its Claim,
    and the Debtors shall move the Court for entry of an Order
    granting the relief requested in the Objection with respect
    to that Claim.

Step Three: The Debtors File Reply or Notice of Adjournment

The Debtors will have the following options with respect to each
Claim for which a timely Response has been filed:

a. The Debtors will have until three days before the Hearing to
   file and serve a Reply.

     OR

b. The Debtors will have the right to adjourn the Hearing with
   respect to the Claim to attempt to resolve the dispute. If
   the Debtors determine to adjourn the Hearing, the debtors
   will file and serve the Claimant with a Notice of
   Adjournment.

Step Four: Adjudication or Negotiation/Mediation

a. Adjudication.

   If no Notice of Adjournment is filed with respect to a Claim
   which is subject to the Objection, a hearing on the Objection
   with respect to the Claim will be held on the date set forth
   in the Notice of Hearing or as soon thereafter as counsel may
   be heard.

     OR

b. Negotiation/Mediation.

   If a Notice of Adjournment is filed with respect to a Claim
   subject to an Objection, or if the Claimant and the Debtors
   otherwise agree to an adjournment, the following means will
   be available to resolve disputes:

   (i) Negotiation -- The Debtors may seek to communicate with
       the Claimant in an attempt to reach agreement for the
       compromise and settlement of the Claim. Any such
       settlement will be subject to Bankruptcy Court approval
       in accordance with the Bankruptcy Rule 9019 or such
       procedures as the Court may approve.

  (ii) Mediation -- If the Debtors and the Claimant are unable
       to negotiate a settlement, the parties may jointly elect
       to refer the Claim and the Objection to mediation.
       Mediation of the Claim and the Objection will proceed in
       accordance with the Court's General Mediation Order dated
       January 17, 1995, as amended by the Court's Alternate
       Dispute Resolution Order dated October 20, 1999. All
       mediated settlements between a Claimant and the Debtors
       will be subject to Bankruptcy Court approval in
       accordance with Bankruptcy Rule 9019 or such procedures
       as may be approved by the Court.

Step Five: The Debtors File Notice of New Hearing

a. In the event that a Claim is not resolved by mediation or
   negotiation, or the Court determines that a Claim should not
   be referred to mediation, the Debtors will file and serve the
   Claimant by first class mail with a Notice of New Hearing.
   This notice will be mailed to the address or addresses to
   which the Objection was mailed (or such other address as may
   have been provided to the Debtors by the holder of such Claim
   after the Objection was mailed). The Hearing will be held no
   sooner than 14 days from the date of mailing of such notice.

b. If a Notice of New Hearing is filed and served with respect
   to an objected-to Claim, the Debtors will have the right to    
   file and serve a Reply no later than three days prior to the
   New Hearing date. (PSINet Bankruptcy News, Issue No. 26;
   Bankruptcy Creditors' Service, Inc., 609/392-0900)   


SMTC CORP: Sets 2nd Quarter Results Teleconference for July 29
--------------------------------------------------------------
SMTC Corporation (Nasdaq: SMTX) (TSE: SMX), a global electronics
manufacturing services (EMS) provider, has scheduled its second
quarter results teleconference.

The teleconference will be held on July 29, 2002 at 5:00 PM EST.
Those wishing to listen to the teleconference should access the
webcast at the investor relations section of SMTC's Web site
http://www.smtc.com  A rebroadcast of the webcast will be  
available on SMTC's Web site following the teleconference.
Participants should assure that they have a current version of
Microsoft Windows Media Player before accessing the webcast.

Members of the investment community wishing to ask questions
during the teleconference may access the teleconference by
dialing 416-640-4127 or 888-881-4892 ten minutes prior to the
scheduled start time. A rebroadcast will be available following
the teleconference by dialing 416-640-1917 or 877-289-8525, pass
code 202280 followed by the pound key.

SMTC Corporation is a global provider of advanced electronic
manufacturing services to the technology industry. SMTC offers
technology companies and electronics OEMs a full range of value-
added services including product design, procurement,
prototyping, printed circuit assembly, advanced cable and
harness interconnect, high precision enclosures, system
integration and test, comprehensive supply chain management,
packaging, global distribution and after-sales support. SMTC is
a public company incorporated in Delaware with its shares traded
on the Nasdaq National Market System under the symbol SMTX and
on The Toronto Stock Exchange under the symbol SMX. For more
information about the Company, visit SMTC's web site at
http://www.smtc.com

As reported in Troubled Company Reporter's July 3, 2002 edition,
Standard & Poor's downgraded SMTC's corporate credit and senior
bank loan ratings to B.


SALON MEDIA: Exploring Financing Options to Meet Liquidity Needs
----------------------------------------------------------------
Salon Media Group, Inc., is an Internet media company that
produces a total network of ten subject-specific, Web sites, and
two online communities - The Well and Table Talk. Salon was
incorporated in July 1995 and launched its initial Web sites in
November 1995. Salon has averaged approximately 3.5-3.8 million
unique visitors per month. A unique user is an individual
visitor to Salon's network.

Salon has incurred significant net losses and negative cash
flows from operations since its inception. As of March 31, 2002,
Salon had an accumulated deficit of $76.6 million. These losses
have been funded primarily through the issuance of preferred
stock and Salon's initial public offering of common stock in
June 1999.

Salon believes that it will incur negative cash flows from
operations for the year ending March 31, 2003. Although Salon
has targeted positive cash flows from operations for the fourth
quarter of fiscal year 2003, because of the rapid and unexpected
sharp deterioration of the general business climate in the past
year and a half, Salon may not achieve either positive cash
flows from operations or financial reporting profitability in
the future.

Salon's net revenue decreased 50% to $3.6 million in the year
ended March 31, 2002 from $7.2 million in the fiscal year ended
March 31, 2001.

Advertising revenues decreased 68% to $1.9 million for the year
ended March 31, 2002 from $6.2 million for the year ended March
31, 2001. The decrease in advertising revenue was attributable
to an overall contraction in the United States economy, e-
commerce or Internet businesses reducing advertising without
compensating increases from more established advertisers, most
advertisers choosing to place advertisements in the largest Web
sites, the September 11, 2001 terrorist acts and advertisers'
concern with Salon's financial viability. Salon did not record
any barter sales for the year ended March 31, 2002 and $0.1
million of barter sales during the year ended March 31, 2001.
Based on the continuing weak United States economy, Salon cannot
predict what advertising revenues will be generated during the
year ending March 31, 2003.

Subscription revenues increased 121% to $1.2 million for the
year ended March 31, 2002 from $0.5 million for the year ended
March 31, 2001. The increase is attributable to Salon Premium, a
paid subscription service launched in late April 2001, which
generated $0.6 million in revenue during its approximately
eleven months of operation. Salon estimates it could generate at
least $1.0 million of Salon Premium revenue for the year ending
March 31, 2003.

Salon recognized $0.2 million of Web site management software
sales during the year ended March 31, 2002 and no comparable
amounts in prior years. Salon does not anticipate generating
additional software sales for the year ending March 31, 2003.

All other sources of revenue accounted for $0.3 million for the
year ended March 31, 2002 compared to $0.5 million for the year
ended March 31, 2001. The decrease of $0.2 million was primarily
due to a decline in licensing revenues between years.

Salon recorded a net loss attributable to common stockholders of
$11.3 million for the fiscal year ended March 31, 2002 compared
to a net loss of $19.2 for the fiscal year ended March 31, 2001.

As of March 31, 2002, Salon's available cash resources were
sufficient to meet working capital needs for approximately three
to four months depending on revenues generated during the
period. Salon's auditors have included a paragraph in their
report indicating that substantial doubt exists as to its
ability to continue as a going concern because it has recurring
operating losses and negative cash flows, and an accumulated
deficit. Salon has eliminated various positions, not filled
positions opened by attrition, implemented a wage reduction of
15% effective April 1, 2001, and has cut discretionary spending
to minimal amounts, but due to a weak U.S. economy in general,
and limited visibility of advertising activity, it is unable to
accurately predict if and when it will reach cash-flow break
even.

Salon needs to raise additional funds and is currently in the
process of exploring financing options. If it is unable to
complete the financial transactions it is pursuing or if it is
unable to fund its other liquidity needs, then it may be unable
to continue as a going concern.


SCIENT: Bankruptcy Filing May Trigger Delisting from Nasdaq SCM
---------------------------------------------------------------
Scient, Inc. (Nasdaq: SCNTQ), announced that on July 12, 2002, a
Nasdaq Listing Qualifications Panel approved the transfer of the
listing of Scient's common stock to The Nasdaq SmallCap Market,
subject to Scient's completion of a transfer application and
payment of a listing fee.

Scient also announced that on July 19, 2002 it received formal
notification from The Nasdaq National Market that the Company is
not in compliance with Nasdaq's Marketplace Rule 4450(f) as a
result of its July 16, 2002 filing for protection under Chapter
11 of the U.S. Bankruptcy Code. In accordance with Marketplace
Rules 4430(a)(1) and 4430(a)(3), the Nasdaq Listing
Qualifications Panel will consider the Company's bankruptcy
filing in rendering its decision regarding Scient's eligibility
for continued listing on The Nasdaq SmallCap Market.

In light of Nasdaq's Marketplace Rules and Scient's Chapter 11
filing, Scient does not intend to complete the Nasdaq SmallCap
transfer application, and therefore expects to be de-listed from
The Nasdaq SmallCap Market.

Upon the anticipated de-listing of Scient's stock from The
Nasdaq SmallCap Market, the Company's stock will trade on either
the OTC Bulletin Board or on the Pink Sheets(R). In addition,
Nasdaq stated that as a result of the bankruptcy filing, the
fifth character "Q" has been appended to the Company's trading
symbol. Accordingly, the trading symbol for Scient's securities
has been changed from SCNT to SCNTQ.

Scient is a leading consulting and professional services company
focused on transforming clients' businesses through the creation
of multi-channel experiences that strengthen connections among
people, businesses and communities. Scient's industry-focused
teams of strategists, user experience experts, designers and
engineers have together delivered thousands of projects for some
of the world's largest and most respected companies, helping
them to realize cost efficiencies, generate revenue and
strengthen customer relationships. Founded in 1996, Scient is
headquartered in New York with offices in London and key regions
throughout the United States. For more information, please go to
http://www.scient.comor call (212) 500-4900.


STELAX INDUSTRIES: Reaches Pact to Restructure UK Subsidiary
------------------------------------------------------------
Stelax Industries Ltd. (OTC Bulletin Board: STAX; Paris Bourse:
STAX), announced that it had signed a Letter of Intent and
Understanding with Nick Miller of Kingston Smith & Partners, the
Administrative Receiver as agent of Stelax U.K. Ltd., and the
major debt holder of Stelax U.K. and its associated group
companies.

The Letter of Intent sets out the principal terms for the
purchase of all the assets of Stelax U.K., and forgiveness of
all debts related to the Stelax group companies, subject to
consummation of formal contracts.

Harmon Hardy, Chairman of Stelax Industries Ltd., stated: "The
cooperative support of the Receiver and the group's major debt
holder in structuring the above Letter of Intent sets out the
basis for Stelax Industries to acquire from the Receivers the
assets of Stelax U.K. and establish a balance sheet with no
major current liabilities. The completion of the arrangements
contained in this Letter of Intent should then permit Stelax to
move aggressively ahead in its established market."

The companies' year end financials have been delayed in order
for the companies' U.K. auditors to determine the proper U.S.
GAP accounting to reflect the administrative proceedings of the
U.K. subsidiary. The release of the final report should be
within the next week.


TWINLAB CORP: Implementing Plan to Restructure Operations
---------------------------------------------------------
Twinlab Corporation (NASDAQ: TWLB) is implementing a
comprehensive restructuring of its operations designed to
further improve the Company's financial performance and
operating results.

The restructuring, designed to reduce costs and better align the
Company's operational infrastructure to its sales volume, will
result in the consolidation of the New York manufacturing and
distribution facilities into the Company's modern FDA-registered
facility located in American Fork, Utah. The Company's corporate
offices and certain operational functions relating to
purchasing, research and development will remain in New York.
The Company anticipates incurring restructuring and related
charges of up to $20 million ($10 million of which will be non-
cash), substantially all of which are expected to be recorded
during the third and fourth quarters of 2002. Restructuring
activities are expected to be substantially completed by year-
end 2002, which management believes will result in anticipated
annualized cost reductions in excess of $6 million, commencing
in the first quarter of 2003.

Ross Blechman, Twinlab's Chairman, President and Chief Executive
Officer stated, "This restructuring activity represents the
continuation of our commitment to examine all aspects of our
operations to improve our financial performance. We believe that
the consolidation of our manufacturing and distribution
facilities will allow us to reduce our overall cost structure,
enhance operational efficiencies and customer service and better
position the Company for future opportunities."

Twinlab Corporation, headquartered in Hauppauge, N.Y., is a
leading manufacturer and marketer of high quality, science-
based, nutritional supplements, including a complete line of
vitamins, minerals, nutraceuticals, herbs and sports nutrition
products.

Additional Twinlab information is available on the World Wide
Web at http://www.twinlab.com  

                         *    *    *

As reported in Troubled Company Reporter's April 2, 2002
edition, Standard & Poor's lowered its corporate credit rating
on Twinlab Corp at 'CCC+'. The rating outlook is negative.

The downgrade reflects operating results below Standard & Poor's
expectations and diminished financial flexibility. Sales
declined 17.5% in 2001 versus the previous year due to lower
volume to a major customer and weakness in the company's herbal
product line. Sales to health and natural foods stores moderated
as these customers worked off excess inventories during the
year, while sales to mass merchants grew somewhat. With
unabsorbed factory overhead from low sales volumes and reduced,
although still high operating expenses, Twinlab reported a $19.8
million operating loss for 2001, adjusted for non-cash charges.
This follows a $17.4 million operating loss in 2000, a year when
the company was challenged with implementing a new computer
system, and had losses from unabsorbed overhead.


US AIRWAYS: Inks Marketing Pact with United as Part of Workout
--------------------------------------------------------------
US Airways President and CEO David Siegel announced that US
Airways has reached an agreement on a marketing alliance with
United Airlines. Since receiving conditional approval for a
federal loan guarantee and reaching tentative agreements with
several employee groups, the code sharing agreement is the
latest of several steps the airline has taken to implement a
financial restructuring and new business plan.

"A marketing agreement has always been a vital piece of our
plan, and it was a key component of the loan guarantee
application conditionally approved by the Air Transportation
Stabilization Board," said Siegel. "Finalizing labor agreements
and negotiating with lenders and lessors remain the critical
elements of our restructuring, while this alliance will provide
our airline with the revenue and marketing enhancements that are
already enjoyed by our competitors."

Siegel said that he could not predict when US Airways'
restructuring efforts would be concluded, but that the agreement
takes into account either a negotiated restructuring of US
Airways or one supervised under a Chapter 11 filing.

The agreement will be submitted to the U.S. Department of
Transportation. Once implemented, US Airways and United
passengers will be able to:

     * Access US Airways' network in the Eastern U.S. and the
Caribbean, but also now enjoy significantly easier access to
cities in the West, Europe and Asia served by United

     * Make connections between both airlines on a single
reservation through new streamlined ticketing, baggage handling,
and check-in procedures

     * Earn and redeem frequent flyer miles on each other's
airline  

     * Use each airline's airport lounges if they are already a
member of either

"We have repeatedly said a marketing agreement should
significantly boost our revenues by giving us reach to more
markets and enabling us to offer our customers more choices and
greater convenience," said Siegel. "As demonstrated by similar
agreements between other airlines, an expanded network and the
traffic feed from United will provide us with more passengers,
higher load factors and more revenue. Since our restructuring
plan involves strategic steps to increase revenues to allow us
to become profitable and to repay the federal loan guarantee, we
believe it is critical that we implement proven business
initiatives like this one in order to accomplish those
objectives."

Siegel noted that marketing alliances have been a proven means
to boosting revenue in the industry. "The industry trend has
been to broaden competition to include not just airline-versus-
airline competition, but broader alliance- versus-alliance
competition as well. In the past, US Airways lost business to
competitors because we lacked domestic and international scope
and marketing partners who can feed traffic onto our network."

US Airways and United will remain separate competing companies
with separate schedules, pricing, and sales functions. In
addition, unlike some existing airline alliances, there is no
equity ownership element between US Airways and United. The two
airlines will independently set prices and establish schedules,
and they will continue to compete on all routes served by one
another.

US Airways Inc.'s 10.375% bonds due 2013 (U13USR2) are trading
at 81.5 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=U13USR2for  
real-time bond pricing.


URANIUM RESOURCES: Registers 20 Million Shares for Sale
-------------------------------------------------------
Uranium Resources Inc., is offering for sale a minimum of
16,250,000 million shares and a maximum of 20,833,333 shares of
common stock. Selling security holders who are identified in its
prospectus may offer and sell 43,354,839 shares of common stock.
The offering price for shares sold by the Company is $0.12 per
share, the closing price on the Over the Counter Bulletin Board
on March 27, 2002. The offering price for the common stock sold
by selling security holders will be negotiated or will be the
prevailing market price as quoted on the Over the Counter
Bulletin Board. Uranium Resources will not receive any of the
proceeds from sales of shares by selling security holders.
Officers and directors of the Company are also selling security
holders.  Shares offered by the Company are being sold on a
best-efforts basis by officers, directors and employees of the
Company, none of whom will receive any commissions or fees in
connection therewith and none of whom will offer shares for the
selling security holders.

A minimum of 16,250,000 shares ($1,950,000) must be subscribed
for by July 31, 2002, unless extended up to August 30, 2002 by
the Company. If 16,250,000 shares ($1,950,000) have not been
subscribed for prior to the Expiration Date, this offering will
terminate and all subscription documents, subscription funds and
related documents will be returned promptly without diminuation
or deduction, and without interest. Pending sale of the minimum,
all subscriptions will be held in an escrow account at Bank of
America, N.A.

All subscription payments and subscription documents will be
returned, without interest, promptly upon termination of the
offering if the minimum number of subscriptions has not been
received and accepted by the Expiration Date. Once the minimum
has been subscribed and accepted, investors will be issued their
shares and the offering may continue until September 30, 2002.
The Company reserves the right to refuse or limit subscriptions
for shares for any reason and to close the offering at any time
after a minimum of 16,250,000 shares ($1,950,000) has been
properly subscribed.    

Uranium Resources' common stock is quoted on the Over the
Counter Bulletin Board under the symbol URIX. On June 7, 2002,
the last reported sales price of Uranium Resources common stock
was $0.09 per share. The date of the Company's prospectus is
June 19, 2002.  

Uranium Resources' December 31, 2001, balance sheet shows a
total shareholders' equity deficit of close to $4 million.


WESTPOINT STEVENS: June 30 Balance Sheet Upside-Down by $758MM
--------------------------------------------------------------
WestPoint Stevens Inc., (NYSE: WXS) --
http://www.westpointstevens.com-- reported results for the  
second quarter ended June 30, 2002.

The Company's net sales for the second quarter of 2002 increased
12% to $449.6 million compared with $401.7 million a year ago.
Sales grew in every product category with especially noteworthy
performance in basic bedding products and other bedding
accessories and towels.

Net income for the second quarter of 2002 was $2.0 million
compared with a loss, in the second quarter of 2001 before
charges associated with the Eight-Point Plan.

Last year, during the second quarter of 2001, WestPoint Stevens
recognized a $3.7 million charge net of taxes for the
implementation of its Eight-Point Plan. Including this charge,
net income for the second quarter of 2001 was a loss of $17.5
million or $0.35 per diluted share.

Operating earnings for the second quarter of 2002 were $38.2
million or 8.5% of sales compared with $13.7 million or 3.4% of
sales for the same period in 2001, before charges associated
with the Eight-Point Plan of $5.7 million in 2001. The improved
second-quarter results reflected the impact in 2002 of decreased
raw material costs, favorable product mix and increased
production efficiencies resulting from the implementation of the
Eight-Point Plan.

As of June 30, 2002, the Company's balance sheet shows a total
shareholders' equity deficit of about $758 million.

Holcombe T. Green, Jr., Chairman and CEO of WestPoint Stevens,
commented, "Our primary corporate goal is to reduce our
financial leverage, and we are extremely pleased with the $27
million of total debt reduction achieved in the second quarter
compared with a year ago. We remain on target to generate over
$70 million of free cash flow in 2002 that will be used to lower
debt. Our second-quarter performance leaves us comfortably in
compliance with all financial covenants and we continue to have
substantial liquidity."

M.L. "Chip" Fontenot, WestPoint Stevens President and COO,
added, "Our second-quarter results showed solid market-share
gains in accessories and continued growth with targeted key
retail accounts. This is tangible proof that our strategic
initiatives, begun almost two years ago, are positioning
WestPoint Stevens to increase market share through product
innovation, and lower costs through a combination of internal
initiatives and sourcing. Our success continues to be a team
effort across all functions of WestPoint Stevens."

For 2002 the Company is lowering its prior EPS guidance of
$0.45-$0.50 to $0.35 to $0.40. The change in EPS guidance
reflects a general uncertainty about retail demand for the
latter part of 2002. The Company now expects sales to increase
2%-4% in 2002 compared with a year ago versus its prior
expectation of 4% revenue growth.

During the first six months of 2002, sales increased 7.9% to
$884.7 million versus $820.3 million in 2001. Operating earnings
for the first half of 2002 were $77.1 million or 8.7% of sales
compared with $43.3 million or 5.3% of sales before charges
associated with the Eight-Point Plan in 2001. Net income for the
first six months of 2002 was $4.0 million versus a loss of $19.0
million before charges of $9.4 million net of taxes for the
first six months of 2001. The improvement reflects the impact of
increased sales, a shift in sales towards higher margin product,
lower raw material costs and improved operating efficiencies
resulting from the Eight-Point Plan. Fully diluted earnings per
share increased to $0.08 in the first half of 2002 versus a loss
for the first half of 2001 before charges associated with the
Eight- Point Plan of $0.38. Including charges associated with
the Eight-Point Plan, net income increased to a loss of $28.4
million in the first half of 2001 and fully diluted earnings
were a loss of $0.57 per share.

The Company has completed the transitional goodwill impairment
test required by Statement of Financial Accounting Standards No.
142, Goodwill and Other Intangible Assets, and has determined
that there currently is no impairment to its recorded goodwill
balances.

WestPoint Stevens Inc., is the nation's premier home fashions
consumer products marketing company, with a wide range of bed
linens, towels, blankets, comforters and accessories marketed
under the well-known brand names GRAND PATRICIAN, PATRICIAN,
MARTEX, ATELIER MARTEX, UTICA, STEVENS, LADY PEPPERELL, VELLUX
and CHATHAM -- all registered trademarks owned by WestPoint
Stevens Inc. and its subsidiaries -- and under licensed brands
including RALPH LAUREN HOME, DISNEY HOME, SANDERSON, DESIGNERS
GUILD, GLYNDA TURLEY, SIMMONS BEAUTYREST and DR. SCHOLL'S.
WestPoint Stevens is also a manufacturer of the MARTHA STEWART
and JOE BOXER bed and bath lines.

Westpoint Stevens Inc.'s 7.875% bonds due 2005 (WXS05USR1),
DebtTRaders reports, are trading at 64 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WXS05USR1for  
real-time bond pricing.


WHEELING-PITTSBURGH: Canawill Will Finance Insurance Premiums
-------------------------------------------------------------
Wheeling-Pittsburgh Steel Corp., and its debtor-affiliates want
to enter into two insurance premium financing agreements with
Cananwill, Inc.  The insurance policies in the Premium Finance
Agreements with Cananwill will provide the Debtors with general
liability, automobile, workers' compensation and umbrella
liability insurance.  Wheeling-Pittsburgh Steel Corporation must
maintain the policies to keep the business operations and
estates' assets insured. The umbrella liability insurance
policies cover WHX Corporation and its subsidiaries, including
WPSC.  WHX has paid the $367,710 cash down payment and WPSC will
make $57,462.92 monthly payments as its pro rata share of the
premiums.

Scott N. Opincar, Esq., at Calfee Halter & Griswold LLP, in
Cleveland, Ohio, relates that WPSC tried but failed to obtain
unsecured credit to pay for the policies, which are necessary
for an effective reorganization.

Cananwill has agreed to finance the payment of the premiums for
the first of the two policies covering general liability,
automobile, and workers' compensation insurance, in accordance
with:

    (1) $964,725 cash down payment, and

    (2) A $1,791,634 financed amount payable in seven
        monthly payments of $259,723.95, and a 4.41% annual
        percentage rate, for a total of $1,818,067.65.

The financing terms of the second policy for umbrella coverage
are:

    (1) $367,710 cash down payment, and

    (2) A $507,790 financed amount, payable in nine monthly
        payments of $57,462.92, and a 4.41% annual
        percentage rate, for a total of $517,166.28.

WPSC grants Cananwill a power of attorney to cancel the policies
financed under the PFAs in the event of a default by WPSC.  To
secure payment of amounts due to Cananwill under the PFAs, WPSC
grants to Cananwill a security interest in unearned or returned
premiums and other amounts due to WPSC under the policies that
result from cancellation.

                       *     *     *

Satisfied it will benefit the estates and creditors, Judge Bodoh
grants the Debtors' motion. (Wheeling-Pittsburgh Bankruptcy
News, Issue No. 24; Bankruptcy Creditors' Service, Inc.,
609/392-0900)  


WILLIAMS: Considering Sale of Western Canada Natural Gas Assets
---------------------------------------------------------------
Williams (NYSE: WMB) is considering selling its natural gas
processing and liquids extraction operations in Western Canada
to continue to strengthen the company's financial flexibility.  
Terms of a potential sale are not known at this time.

Phil Wright, president and chief executive officer of Williams'
energy services unit, said, "We have received unsolicited
expressions of interest in these assets.  In light of our
balance sheet strengthening plan, we believe we must consider
selling them to parties for whom they may be a better strategic
fit."

The Western Canadian assets, acquired from TransCanada in
October 2000, represent a total of approximately 6 billion cubic
feet per day of gas processing capacity, around 225,000 barrels
per day of natural gas liquids production capacity, a natural
gas liquids pipeline system and more than 5 million barrels of
natural gas liquids storage capacity.

"A sale would allow us to concentrate our resources on our core
midstream positions in Wyoming, Colorado, New Mexico and the
deepwater Gulf of Mexico," said Wright.  "While the growth
prospects for the Western Canadian basin have proven even better
than our original perspective two years ago, our midstream
interests in the United States are more integrated and more
complementary to other Williams assets."

Williams recently completed a new offshore platform and two new
pipelines in the Gulf of Mexico serving deepwater oil and gas
producers.  These investments provide new physical volumes for
existing downstream assets such as the Transco gas pipeline
system.
    
Williams moves, manages and markets a variety of energy
products, including natural gas, liquid hydrocarbons, petroleum
and electricity.  Based in Tulsa, Oklahoma, Williams' operations
span the energy value chain from wellhead to burner tip.  
Company information is available at http://www.williams.com


WORLDCOM: Gets Interim Okay to Access $2 Billion DIP Financing
--------------------------------------------------------------
Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, in New
York, relates that, prior to the Petition Date, Worldcom Inc.,
and its debtor-affiliates' liquidity needs were met through
three separate credit facilities:

    -- the Receivables Facility,
    -- the 364-Day Facility, and
    -- the Revolving Credit Facility.

These facilities provided the Debtors with up to $5,750,000,000
of credit to fund their day-to-day working capital needs.

Ms. Goldstein tells the Court that the Debtors urgently require
working capital to continue its operations.  As the second
largest telecommunications company in the country and one of the
largest in the world, any interruption of the Debtors' ability
to provide services to its customers could have a devastating
impact on the national, and even international, economies.  The
Lenders terminated the Receivables Facility at the end of June
2002, which precluded the Debtors from monetizing its
receivables, resulting in a severe depletion of their operating
liquidity.  In addition, the uncertainty concerning the Debtors'
financial condition has curtailed it from availing of trade
credit in acceptable terms and limits -- further exacerbating
the Debtors' liquidity concerns.  Ms. Goldstein warns that the
Debtors' inability to obtain sufficient operating liquidity to
meet its postpetition obligations on a timely basis may result
in a permanent and irreplaceable loss of business, causing a
loss of value to the detriment of the Debtors and its creditors
and, more importantly, may disable the national and
international voice and data transmission infrastructure.

In order to continue operating its businesses in the ordinary
course, the Debtors determined that a postpetition credit
facility that permits them to obtain up to $2,000,000,000 in new
funds is critical.  Prior to the Petition Date, Ms. Goldstein
relates that the Debtors surveyed various postpetition financing
sources.  According to Ms. Goldstein, Citicorp USA, Inc.,
Salomon Smith Barney, Inc., General Electric Capital
Corporation, GECC Capital Markets Group, Inc., JPMorgan Chase
Bank, and J.P. Morgan Securities, Inc. offered the best
postpetition financing proposal.  The Debtors contend that DIP
financing with a syndicate of financial institutions led by
Citicorp, as Administrative Agent, JP Morgan, as Syndication
Agent, and G.E. Capital, as Documentation Agent and Collateral
Monitoring Agent, presented the best option available and would
enable the Debtors to continue to operate its businesses and
maintain its going concern value.  The proposal received from
the Co-Agents is competitive and addresses the Debtors' working
capital and liquidity needs.

The significant elements of the DIP Financing are:

Borrower:              WorldCom, Inc.

Guarantors:            Each of Worldcom's existing direct
                       and indirect debtor subsidiaries,
                       including:

                           * MCI WorldCom Communications, Inc.
                           * MCI WorldCom Network Services, Inc.
                           * Telecom*USA, Inc.
                           * UUNET Technologies, Inc.
                           * MCI WorldCom Management Co., Inc.
                           * MCIC
                           * MCII
                           * MFS
                           * Skytel Corp.

Administrative Agent:  Citicorp USA.

DIP Lenders:           A syndicate of lenders to be arranged by
                       Salomon Smith Barney, GE Capital, and JP
                       Morgan.

Commitment:            A $2,000,000,000 facility consisting of:
  
                          * $250,000,000 committed by JP Morgan;
  
                          * $250,000,000 committed by Citicorp;

                          * $250,000,000 committed by GE
                            Capital;

                          * a revolving credit facility in an
                            amount to be determined upon
                            syndication with a $250,000,000
                            sublimit for letters of credit; and

                          * a term loan facility in a principal
                            amount to be determined upon
                            syndication.

Termination Date:      The DIP Facility matures on the earliest
                       of:

                        * the second anniversary of the Closing
                          Date,

                        * the effective date of a plan of
                          reorganization in the Debtors' chapter
                          11 cases,

                        * the termination date of the
                          Commitment at the option of the
                          Borrower,

                        * the termination date of the
                          Commitment due to mandatory
                          Prepayments, and

                        * the date of termination due to an
                          event of default.

Purpose:               Proceeds of Loans will be used solely to:

                        * refinance the Receivables Facility,

                        * provide financing for working capital,
                          letters of credit, capital
                          expenditures, and other general
                          corporate purposes of the Borrower and
                          the Guarantors, and their subsidiaries

                        * pay costs and expenses in connection
                          with the Cases.

Priority and Liens:    All obligations under the DIP Loan
                       Agreement shall be deemed super-priority
                       administrative expense claims having
                       priority over all administrative expenses
                       subject only to the Carve-Out; and shall
                       be secured by:

                        * first priority liens on all
                          unencumbered assets of the Borrower
                          and the Guarantors including all stock
                          of the Guarantors and their
                          subsidiaries, and other property and
                          interests of the Borrower and
                          Guarantors; and

                        * junior liens on all property of the
                          Borrower and the Guarantors that is
                          subject to valid and perfected liens
                          in existence at the time of
                          commencement of the Cases, provided,
                          that the foregoing security shall not
                          include the claims and causes of
                          action under Sections 544, 545, 547,
                          and 548 of the Bankruptcy Code; and
                          provided further, that the foregoing
                          security shall include the proceeds of
                          the Avoidance Actions.

Interest:              Advances will bear interest, at the
                       option of the Borrower, at one of these
                       rates:

                        * 2.50% plus Citibank's fluctuating
                          Base Rate, payable monthly in arrears;
                          or

                        * 3.50% plus the current Eurodollar
                          Rate, adjusted for reserve
                          requirements, and subject to customary
                          change of circumstance provisions, for
                          interest periods of one, two, three,
                          or six months, payable at the end of
                          the interest period.

Letter of Credit Fees:  Customary 3.50% L/C fees plus a 1/4%
                        per annum fronting fee.

Financial Covenants:   A DIP Budget, Minimum EBITDA targets,
                       maximum Capital Expenditure limits, and
                       acceptable variances will be negotiated
                       by the Debtors and the DIP Lenders within
                       the next 20 days.

Other Covenants:       The Debtors are required to hire Lazard
                       or another acceptable restructuring
                       advisor within the next 20 days.

Carve-Out:             The Lenders agree to a $12,500,000 carve-
                       out to pay fees or expenses for
                       professionals' fees and expenses and fees
                       payable to the U.S. Trustee and Court
                       Clerk.

Fees and Expenses:     The Borrowers are obligated to pay the
                       fees and expenses set forth in a non-
                       public Fee Letter, dated July 21, 2002,
                       between the Borrower and the Co-Agents.
                       The Debtors also agree to pay for a
                       financial advisor to represent the DIP
                       Lenders if they want to hire one.

Ms. Goldstein believes that the credit provided under the DIP
Loan Agreement will enable the Debtors to:

    -- continue to provide long distance voice, data, and IP
       services to its customers worldwide,

    -- obtain necessary services, and

    -- pay its employees.

In addition, Ms. Goldstein says, the Facility is necessary for
the Debtors to operate its businesses in the ordinary course and
in an orderly and reasonable manner to preserve and enhance the
value of its assets for the benefit of all parties-in-interest.
"The availability of credit under the DIP Loan Agreement will
also provide all of the Debtors' vendors and service suppliers
the confidence that will enable and encourage them to resume
ongoing credit relationships with them," Ms. Goldstein adds.
Finally, Ms. Goldstein contends, the implementation of the DIP
Loan Agreement will be viewed favorably by the Debtors'
employees and customers, and thereby help promote a successful
reorganization.

Ms. Goldstein reports that Debtors are unable to obtain
unsecured credit or debt allowable as an administrative expense
under Section 503(b)(1) of the Bankruptcy Code in an amount
sufficient and readily available to maintain ongoing operations.  
The Debtors has also been unable to obtain DIP financing on
terms more favorable than what is proposed, although it has
attempted to do so.  Absent interim DIP credit financing, Ms.
Goldstein says, the Debtors' objective of prosecuting their
Chapter 11 cases and restructuring its businesses as a going
concern, while maintaining value for the benefit of creditors
and employees, may fail without a fair opportunity to achieve
the purposes of Chapter 11.  In these circumstances and in light
of the global ramifications of a shutdown of the Debtors'
operations, Ms. Goldstein asserts that granting the relief
requested is more than warranted.

Maura O'Sullivan, Esq., at Shearman & Sterling, serves as
counsel to the Administrative Agent and Jesse H. Austin, III,
Esq., at Paul Hastings in Atlanta serves as counsel to the
Collateral Monitoring Agent.

                The Debtors Need Interim Financing

The Debtors asked the Court to conduct an expedited preliminary
hearing on the Motion and authorize them to borrow $750,000,000
under the DIP Loan Agreement in order to maintain and finance
their ongoing operations, and avoid immediate, irreparable harm
and prejudice to their estates and all parties-in-interest.

Ms. Goldstein explains that the availability of interim loans
under the DIP Loan Agreement will provide necessary assurance to
vendors, employees, and customers of Debtors' ability to meet
its near-term obligations.

In the short-term, if the Debtors are unable to provide its
customers with seamless voice, data, and Internet transport
services, Ms. Goldstein fears that its competitors, which
include the nation's largest long distance provider, will
capitalize on its inability promptly to fulfill the demands of
its customer base, which likely will have a long-term negative
impact on the value of the Debtors' businesses -- to the
detriment of all parties in interest.  "The long-term negative
impact on the worldwide voice and data infrastructure is even
more alarming," Ms. Goldstein says.  If Debtors are unable to
obtain financing and is forced to shut down its operations, Ms.
Goldstein notes, a key backbone of the world's voice, data, and
Internet network will collapse.

                  MCI Bondholders Don't Like It

"MCI is one of, if not the only, real profitable entity inside
of WorldCom," David S. Rosner, Esq., at Kasowitz, Benson, Torres
& Friedman, Rosner told Judge Gonzalez at Monday's Interim DIP
Financing Hearing.  Mr. Rosner says that his MCI Bondholder
clients don't want to be an involuntary lender to WorldCom.  The
MCI Bondholders object to the DIP Facility encumbering MCI's
assets when it'll be WorldCom that spends the money funding its
losses.

              WorldCom Bondholders Lend their Support

Daniel H. Golden, Esq., at Akin, Gump, Strauss, Hauer & Feld,
representing an ad hoc group of WorldCom bondholders, lends his
clients support to the DIP Financing proposal.  It's a simple
argument from Mr. Golden's perspective: if the enterprise falls
apart, there's no value for anyone.

                    Intermedia Bondholders Balk

Alan W. Kornberg, Esq., at Paul Weiss Rifkind Wharton &
Garrison, representing an ad hoc group of Intermedia
Bondholders, echoes the MCI Bondholders arguments.  Claims
against Intermedia and MCI are structurally senior to claims
against WorldCom, Mr. Kornberg's clients argue.  There is no
basis to conclude at this juncture that a substantive
consolidation of the Debtors' estates is warranted at this
point.  Accordingly, Intermedia and MCI shouldn't be forced to
pledge their assets to secure repayment of the DIP Facility.

                  The Debtors Need the Financing

Drawing Judge Gonzalez's attention back to the Company's
financial situation, Ms. Goldstein advised the Court that the
Company has roughly $200 million of cash on hand.

For the next 30-day period, Ms. Mayer provides some highlights
about the Company's projected finances.

WorldCom Senior Vice President and Treasurer Susan Mayer told
Judge Gonzalez that between now and August 20, 2002, WorldCom
projects:

      * $1,476,000,000 in cash receipts;

      * $1,448,000,000 in cash disbursements;

By August 20, 2002, Ms. Mayer estimates that WorldCom's books
will show:

      * $962,000,000 of Unpaid [Post-Petition] Obligations; and

      * $2,102,000,000 of Unpaid Receivables.

These projections contemplate that the Court grants WorldCom
interim access to the DIP Financing Facility.  Without a new
source of financing, the company will not have adequate cash to
meet post-petition obligations.

                     Judge Gonzalez Rules

On an interim basis, pending a final hearing on September 4,
Judge Gonzalez rules that the Debtors make their case, have a
critical need to secure a new source of working capital
financing, and should be granted authority to borrow up to
$750,000,000 between now and the Final DIP Financing Hearing.

To the extent that the Debtors borrow money from the DIP
Lenders, those borrowing will be secured by superpriority liens
under 11 U.S.C. Sec. 364.

Judge Gonzalez declined to engage in conversations about the
propriety of a substantive consolidation of the Debtors' assets
and liabilities or whether each Debtor estate should be looked
at on a stand-alone basis.  Conversations about substantive
consolidation require extensive factual investigations and are
far beyond the scope of a first-day hearing on DIP Financing
where the proper focus is keeping the business operating, paying
the Debtors' employees and getting the pieces in place to
maintain a business-as-usual atmosphere to the extent possible.
(Worldcom Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


WORLDCOM INC: Receives Court Approval of First Day Motions
----------------------------------------------------------
WorldCom, Inc., (Nasdaq: WCOEQ, MCWEQ) announced that the U.S.
Bankruptcy Court in the Southern District of New York approved
$750 million in interim financing that will provide the company
with sufficient funds to continue operations, pay employees and
continue service to customers. The company has finalized its
agreement with the banks providing the debtor-in-possession
(DIP) facility. A hearing for final approval of the DIP facility
that would permit the company to borrow up to $2 billion is
scheduled for September 4, 2002.

The Court also granted all of WorldCom's first day motions that
are intended to support its customers, employees and other
business partners and provide other forms of operational and
financial stability as WorldCom proceeds with its financial
reorganization. The Court authorized payment of pre-petition
wages, salaries, medical, disability, vacation and other
benefits.

The Court also granted a further stay of the scheduled
conversion of the MCI group tracking stock into WorldCom common
stock until further order of the Court.

John Sidgmore, president and chief executive officer of
WorldCom, said, "The court's actions today are a solid first
step toward restoring financial health to the company. These
actions will enable WorldCom to continue operating without
interruption and continue to provide service to our customers
and a steady income to our employees and vendors."

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

Worldcom Inc.'s 11.25% bonds due 2007 (WCOM07USR4), DebtTraders
reports, are trading at 24 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOM07USR4
for real-time bond pricing.


WORLDCOM INC: Chapter 11 Case Assigned to Judge Arthur Gonzalez
---------------------------------------------------------------
Judge Arthur J. Gonzalez of the U.S. Bankruptcy Court in
Manhattan has been assigned WorldCom Inc.'s chapter 11
bankruptcy case, according to the WorldCom case's docket sheet
on the court's web site, reported Dow Jones. Judge Gonzalez is
the already overseeing Enron Corp.'s bankruptcy case.  The Wall
Street Journal reported that yesterday Judge Gonzalez approved
interim financing of $750 million. The company has said the
interim funding will be enough to keep it operating until a
hearing scheduled for Sept. 4, when it is expected to get
approval for the full $2 billion bank loan in the form of senior
secured debtor-in-possession financing from its banks, reported
the Journal.

According to the Journal, WorldCom CEO John Sidgmore said he
expects the reorganization to last at least through the first
quarter of next year and that it could run from nine to 12
months.  WorldCom filed for chapter 11 bankruptcy protection
on Sunday night; 35 of WorldCom's subsidiaries have filed their
own chapter 11 cases.  The Clinton, Miss.-based company has said
that "substantially all" of its U.S. subsidiaries are filing for
chapter 11, reported the newswire. (ABI World, July 23, 2002)


WORLDCOM INC: Verizon Proposes Plan to Cushion Impact on Sector
---------------------------------------------------------------
Verizon filed a plan with the Federal Communications Commission
that would safeguard continuous customer service while limiting
the financial fallout flowing from WorldCom's bankruptcy and the
financial difficulties facing other firms in the
telecommunications industry.

The plan outlines specific steps to protect the customers of all
carriers by enabling Verizon and other healthy carriers to
protect themselves against the risk of amassing large
uncollectible charges for services provided to financially
troubled phone companies.

"While there has always been financial interdependence among
carriers in the telecommunications industry, the FCC's
implementation of the 1996 Telecommunications Act has heightened
the risk that failure of some will affect others," said William
P. Barr, Verizon executive vice president and general counsel.
"The rules have encouraged the creation of more firms than could
reasonably survive, including many with unsound business plans,
while at the same time mandating that local carriers like
Verizon continue to provide service to those risky companies.

"It is critical that the government not exacerbate the situation
by preventing us from taking the kind of reasonable protective
steps that would be available to companies in any other industry
under these circumstances," Barr said.

Verizon's plan calls on the FCC to allow service providers to
take the same kinds of steps to obtain adequate assurances of
payment as would be available to companies in any other
industry. Specifically, it asks the FCC to allow carriers to
quickly modify their tariffs to require security deposits or
payments in advance from companies that demonstrate a financial
concern. The plan also urges the FCC to defend the right of
carriers to obtain adequate assurances of payment in bankruptcy
proceedings and to make clear that carriers have the same right
as other service providers to recoup outstanding indebtedness on
continuing service arrangements.

"The bankruptcy announcements by WorldCom and others are
unfortunate developments that call for strong leadership by
policy makers to confine any financial fallout by ensuring that
suppliers are promptly compensated for services provided to
these carriers," said Barr. "We believe our proposal will help
bolster confidence in the industry and provide the FCC with a
solid framework upon which to protect customers, investors and
carriers in wireline and wireless markets nationwide."

Verizon Communications (NYSE: VZ) is one of the world's leading
providers of communications services. Verizon companies are the
largest providers of wireline and wireless communications in the
United States, with 133.8 million access line equivalents and
approximately 29.6 million wireless customers. Verizon is also
the largest directory publisher in the world. With more than $67
billion in annual revenues and nearly 248,000 employees,
Verizon's global presence extends to more than 40 countries in
the Americas, Europe, Asia and the Pacific. For more information
on Verizon, visit http://www.verizon.com


* FTI to Acquire PwC's U.S. Business Recovery Services Division
---------------------------------------------------------------
FTI Consulting, Inc. (NYSE: FCN), the premier national provider
of turnaround, bankruptcy and litigation-related consulting
services, has reached an agreement to acquire
PricewaterhouseCoopers' U.S. Business Recovery Services
Division.

BRS is the leading provider of bankruptcy, turnaround and
business restructuring services to corporations in the United
States. Headquartered in New York, BRS has more than 350 people
housed in 15 offices across the U.S. with significant practices
in New York, Dallas, Los Angeles, Chicago and Atlanta. For the
12 months ended June 30, 2002, BRS had preliminary unaudited
annual revenues exceeding $150.0 million and pro forma EBITDA on
a separate company basis in excess of $45.0 million, net of
estimated costs to integrate BRS into FTI's Financial Consulting
Division.

The acquisition of BRS is subject to Hart-Scott-Rodino review
and is expected to close late in the third quarter of 2002. The
purchase price will include approximately $140.0 million of cash
plus 3.0 million shares of FTI common stock. The cash portion of
the purchase price will be financed by FTI from its existing
cash and a new senior bank credit facility, which will consist
of a term loan of approximately $75.0 million and a revolving
credit line.

FTI said that in connection with the acquisition of BRS, it is
exploring the sale of its Applied Sciences Division. Proceeds
from any sale would be used to reduce the debt incurred in
connection with the acquisition of BRS.

The net effect of the acquisition of BRS and the possible sale
of the Applied Sciences division is expected to be immediately
and significantly accretive to FTI's earnings per share in 2002
and 2003 on the assumption that the acquisition will be
completed late in the third quarter of 2002 and the planned
disposition of Applied Sciences will be completed during the
fourth quarter of 2002.

FTI said that BRS, headed by Dominic DiNapoli, will become part
of its Financial Consulting Division, which includes FTI
Policano & Manzo. FTI said that the addition of BRS will create
the clear U.S. leader in the turnaround and restructuring arena
and dramatically enhance its ability to service corporate
clients.

Jack Dunn, FTI's chairman and chief executive officer, stated,
"We could not be more excited about the prospect of having Dom
DiNapoli and his team at BRS join Bob Manzo, Mike Policano and
our team at FTI. This acquisition underscores our commitment to
building a first class consulting company. BRS is the recognized
leader in corporate turnaround and recovery and has a reputation
for high quality services. We recognized that the move by PwC to
unbundle its audit and consulting services presented a
tremendous opportunity for us to take our company to the next
level and significantly accelerate our growth plan."

Bob Manzo, senior managing director of FTI Consulting, stated,
"We are excited to have Dom DiNapoli and his team join forces
with us at a time of unprecedented demand in the marketplace for
our services. With our strength in advising creditors of
troubled companies, and BRS's strength in advising the debtor
side, this is an excellent fit."

Dominic DiNapoli, managing partner of BRS, will become a senior
managing director of FTI Consulting. Mr. DiNapoli said, "We took
a very deliberate approach to identifying and selecting the
right partner for our practice as we planned our separation from
PwC. The separation frees us from the auditor independence rules
that restricted our growth potential. FTI offers us the ideal
platform to accelerate the growth and diversification of our
business and provides our employees the right environment to
pursue their professional growth."

FTI said that in connection with the BRS acquisition, it is
exploring the sale of its Applied Sciences Division and is in
negotiations regarding such sale with a group led by the
division's president. The sale of the Applied Sciences division
will be subject to final negotiation, the completion of a
definitive agreement, as well as financing of the transaction by
the acquiring group. FTI has set as a minimum purchase price the
approximate book value of the division.

Stewart Kahn, president and chief operating officer of FTI,
commented, "The acquisition of BRS essentially completes our
transformation to a turnaround, bankruptcy and litigation-
related consulting business and provides the appropriate timing
to pursue the sale of the Applied Sciences division. While
Applied Sciences is a significant part of our history and
success, it may have even better prospects on a stand-alone
basis, given that it has a large number of corporate clients and
that we recognize that the BRS acquisition will significantly
increase our number of debtor-side engagements and thus the
number of potential client conflicts with Applied Sciences. Our
disposal of the Applied Sciences practice would eliminate those
conflicts."

FTI Consulting is a multi-disciplined consulting firm with
leading practices in the areas of bankruptcy and financial
restructuring, litigation consulting and engineering/scientific
investigation. Modern corporations, as well as those who advise
and invest in them, face growing challenges on every front. From
a proliferation of "bet-the-company" litigation to increasingly
complicated relationships with lenders and investors in an ever-
changing global economy, U.S. companies are turning more and
more to outside experts and consultants to meet these complex
issues. FTI is dedicated to helping corporations, their
advisors, lawyers, lenders and investors meet these challenges
by providing a broad array of the highest quality professional
practices from a single source.

FTI is on the Internet at http://www.fticonsulting.com


* Lawson Lundell Adds Three New Key Members to Calgary Team
-----------------------------------------------------------
Lawson Lundell, one of Western Canada's leading business law
firms with offices in Vancouver, Calgary and Yellowknife,
announced the addition of three key members to its Calgary team:
Richard Peters, Ken Flowers and Andrew Bedford.

Richard Peters practices in the area of corporate and commercial
law, including mergers, acquisitions and divestitures, public
and private debt and equity financing and corporate
reorganizations. He has advised clients in the energy, pipeline,
telecommunications, airlines, technology and other industries.

Ken Flowers practices corporate and commercial law with a
particular emphasis on finance and insolvency and restructuring
work. He has significant experience in domestic and cross-border
secured and unsecured finance and banking transactions, project
finance and structured and asset finance transactions. Ken has
acted for borrowers and lenders, and lessors and lessees, on
numerous financing transactions in a wide range of industries.

Andrew Bedford practices in the area of corporate and commercial
law, with an emphasis on commercial and residential real estate
and banking transactions. He has extensive experience acting for
developers, as well as for landlords and tenants, of commercial
properties. He is also experienced in secured finance and
banking transactions for lenders and borrowers in various
industries, including the construction and oil and gas
industries.

The addition of these accomplished lawyers, all of whom most
recently held senior positions with a major Calgary law firm,
reflects the continued expansion of Lawson Lundell's Calgary
practice and the firm's commitment to the consolidation of its
position as Western Canada's business law firm.


* BOOK REVIEW: Jacob Fugger the Rich: Merchant and Banker of
                Augsburg, 1459-1525
--------------------------------------------------------------
Author:  Jacob Streider
Publisher:  Beard Books
Hardcover:  227 pages
List Price:  $34.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at
http://amazon.com/exec/obidos/ASIN/1587981092/internetbankrupt

Quick, can you work out how much $75 million in sixteenth
century dollars would be worth today?  Well, move over Croesus,
Gates, Rockefeller, and Getty, because that's what Jacob Fugger
was worth.

Jacob Fugger was the chief embodiment of early German
capitalistic enterprise and rose to a great position of power in
European economic life. Jacob Fugger the Rich is more than just
a fascinating biography of a powerful and successful
businessman, however. It is an economic history of a golden age
in German commercial history that began in the fifteenth
century. When the book was first published, in 1931, The Boston
Transcript said that the author "has not tried to make an
exhaustive biography of his subject but rather has aimed to let
the story of Jacob Fugger the Rich illustrate the early
sixteenth century development of economic history in which he
was a leader."

Jacob Fugger's family was one of the foremost family in Augsburg
when he was born in 1459. They got their start by importing raw
cotton, by mule, from Mediterranean ports. They later moved into
silk and herbs and, for a long while, controlled much of
Europe's pepper market.

Jacob Fugger diversified into copper mining in Hungary and
transported the product to English Channel and North Sea ports
in his own ships. A stroke of luck led to increased mining
opportunities. Fugger lent money to the Holy Roman Emperor
Maximilian I to help fund a war with France and Italy. Mining
concessions were put up as collateral. The war dragged on, the
Emperor defaulted, and Fugger found himself with a European
monopoly on copper.

Fugger used his extensive business network in service of the
Pope. His branches all over Europe collected payments due the
Vatican and issued letters of credit that were taken to Rome by
papal agents. Fugger is credited with creating the first
business newsletter. He collected news of evolving business
climate as well as current events from his agents all across
Europe and distributed them to all his branches.

Fugger's endeavors wee not universally applauded. The sin of
usury was still hotly debated, and Fugger committed it
wholesale. He was sued over his monopoly on copper.  He was
involved in some messy bribes in bringing Charles V to the
throne. And, his lucrative role as banker in the sale of
indulgences, those chits that absolve the buyer of sin, raised
the ire of Martin Luther himself. Luther referred to Fugger
specifically in his Open Letter to the Christian Nobility of the
German nation Concerning the Reform of the Christian Estate just
before being excommunicated in 1521. Fugger went on, however, to
fund Charles V's war on Protestanism and became even richer.

Fugger built many churches and buildings in Augsburg. He was
generous to the poor and designed the world's first housing
project. These buildings and lovely gardens, called the
Fuggerei, are still in use today.

A New York Times reviewer said that Jacob Fugger the Rich, a
book "concerned with the most famous, most capable, and most
interesting of all [the members of the Fugger family] will be as
interesting for the general reader as for the special student of
business history." This observation is just as true today as in
1931, when first made.

Jacob Streider was a professor of economic history at the
University of Munich.

                          *********

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 ***