TCR_Public/020730.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, July 30, 2002, Vol. 6, No. 149     

                          Headlines

ADELPHIA BUSINESS: 4 Directors Remain after Rigas Resignations
ADELPHIA COMMS: U.S. Trustee Names Official Creditors' Committee
ADVANCED LIGHTING: Fails to Maintain Nasdaq Listing Standards
BALANCED CARE: Special Shareholders' Meeting Set for August 19
BAUSCH & LOMB: Posts Improved Financial Results for 2nd Quarter

BAUSCH & LOMB: Details Action Plan to Improve Profitability
BIRCH TELECOM: Files for Chapter 11 Reorganization in Delaware
BIRCH TELECOM: Case Summary & 40 Largest Unsecured Creditors
BORDEN CHEMICALS: Signs-Up Cozen O'Connor for GEII Litigation
BOYD GAMING: Fitch Assigns B Rating to Proposed $200MM Sr. Notes

BRIDGE TECHNOLOGY: Fails to Meet Nasdaq Listing Guidelines
BUDGET GROUP: Files Voluntary Chapter 11 Petition in Delaware
BUDGET GROUP: Case Summary & 50 Largest Unsecured Creditors
CALYPTE BIOMEDICAL: Sets Shareholders' Meeting for August 22
CHART INDUSTRIES: Will Publish Second Quarter Results on Monday

COEUR D'ALENE MINES: Signs-Up KPMG to Replace Arthur Andersen
COMDISCO INC: GECC Says Plan Must Provide for Retention of Liens
CONTOUR ENERGY: Files Plan and Disclosure Statement in Texas
CORNERSTONE PROPANE: Taps Greenhill as Restructuring Advisors
COVANTA: Court to Consider Canadian Imperial's Motion on Aug. 27

CROWN AMERICAN: Fitch Revises Outlook on B+ Rating to Stable
DIMAC DIRECT: Liquidating Chapter 11 Plan Effective on July 10
DOMAN INDUSTRIES: Continuing to Evaluate Strategic Alternatives
DOW CORNING: Reports Improved Financial Results for 2nd Quarter
E.SPIRE COMM: Has Until Sept. 30 to Make Lease-Related Decisions

EISBERG FINANCE: Fitch Keeping Watch on Low-B & Junk Ratings
ELEC COMMS: Auditors Raise Doubt About Ability to Continue Ops.
ENRON CORP: Home Depot Gets OK to Terminate Energy Service Pacts
ENRON CORP: Avnet Inc. Seeks Stay Relief to Recoup Obligations
ENRON CORP: Ron Haddock Elected to Board of Directors

FLAG TELECOM: Has Until Nov. 8 to Remove Pending Civil Actions
FORBES MEDI-TECH: Nasdaq SCM Trading Commences Effective July 26
FRIENDLY ICE CREAM: Equity Deficit Down to $93 Mill. at June 30
GLOBAL CROSSING: Court Okays Huron for Fin'l Consulting Services
GOLDMAN INDUSTRIAL: Committee Balks At Bridgeport Asset Sale

ICG COMMS: Banks Extend Cash Collateral Use Until Oct. 31, 2002
IT GROUP: Court Okays Amendment to Chanin Capital's Engagement
KAISER ALUMINUM: Wants to Continue Employee Retirement Program
KELLSTROM: New Entities Continue to Operate Under Old Trade Name
KEY3MEDIA GROUP: Undertaking Strategic Review of Operations

KNOLOGY INC: Commences Exchange Offer for 11-7/8% Discount Notes
LTV CORP: Committee Backs New Allocation of Steel Sale Proceeds
LEHMAN ABS: Fitch Lowers Series 1998-1 Classes B2 & B3 Ratings
LEVEL 8 SYSTEMS: Fails to Maintain Nasdaq Listing Standards
LIQUIDIX: Independent Auditors Issue "Going Concern" Statement

LUMINANT WORLDWIDE: Disclosure Statement Hearing on August 15
MARKHAM GENERAL: Court Appoints Deloitte & Touche as Liquidator
NORTEL NETWORKS: Board Declares Preferred Share Dividend
ON SEMICONDUCTOR: Syrus Madavi Redefines Role as Board Chairman
OWENS CORNING: Resolves Claims Dispute with Supervalu & Lonza

PACIFIC GAS: Bringing-In Three Special Non-Bankruptcy Counsel
PANACO: Seeks Okay to Tap Netherland Sewell as Valuation Expert
PINNACLE TOWERS: Court to Consider Amended Plan Today
PINNACLE TOWERS: US Trustee Names Unsecured Creditors' Committee
POLAROID CORP: Court Approves License Agreement with Concord

PRINTING ARTS: Requests for Admin. Expense Claims Due Tomorrow
SL INDUSTRIES: Shoos-Away Andersen as Independent Accountants
SL INDUSTRIES: CSFB Terminates Engagement as Financial Advisors
SAKS INC: Fitch Affirms Low-B Bank Facility & Sr. Notes Ratings
SCIENTIFIC LEARNING: June 30 Equity Deficit Reaches $5 Million

SERVICE MERCHANDISE: Lighton Asks Court to Allow $1-Mill. Claim
SOLUTIA INC: S&P Affirms BB Corporate Credit Rating
STARWOOD HOTELS: Second Quarter EBITDA Narrows to $320 Million
STELCO INC: Reaches Tentative Agreement with United Steelworkers
TRISM: Files Liquidating Plan & Disclosure Statement in Missouri

TRIUMPH CAPITAL: Fitch Lowers Ratings on Five Classes of Notes
TRUDY CORP: Auditor Expresses Going Concern Doubt
TYCO INT'L: Working Capital Deficit Tops $2BB at June 30, 2002
TYCO INTL: Denial of Bankruptcy Rumors Spurs S&P to Keep Watch
US TIMBERLANDS: S&P Ratchets Junk Rating Up to 2 Notches

USG CORP: Court Okays ARPC as Trafelet's Evaluation Consultants
VECTOUR ENERGY: Lender Further Extends Debt Maturity to Aug. 24
WARNACO GROUP: Keeping Plan Filing Exclusivity Until August 30
WHEELING-PITTSBURGH: Continuing Tatum's Engagement through Aug.
WILLIAMS: Fitch Hatchets Senior Unsec. Debt Rating Down to BB-

WORLDCOM: Wants to Honor & Pay Prepetition Foreign Obligations
WORLDCOM INC: Sutter Unit Offers to Buy Shares of Several Trusts
WORLDCOM: Names Gregory Rayburn as Chief Restructuring Officer
XEROX CORP: Reports Strongest Quarterly Operational Performance
XETEL CORP: Obtains Extension to Bank Facility Until August 22

YUM! BRANDS: Reports Better Operational Results for 2nd Quarter

* Deloitte Consulting Changes Name to Braxton

                          *********

ADELPHIA BUSINESS: 4 Directors Remain after Rigas Resignations
--------------------------------------------------------------
At a meeting of the Board of Directors of Adelphia Business
Solutions, Inc., held on July 22, 2002, John J. Rigas, James P.
Rigas, Michael J. Rigas and Timothy J. Rigas resigned as
officers and directors of the Company.

Following the resignations, the Company's Board of Directors
consists of four members, Peter Venetis, Patrick Lynch, Edward
Mancini and Robert Guth.  Mr. Guth was elected a director,
President and Chief Executive Officer of the Company at the July
22 meeting.  He previously had been serving as the Company's
Vice President of Business Operations.

Adelphia Business Solutions, Inc., and its debtor-affiliates are
leading providers of facilities-based integrated communications
services to customers that include businesses, governmental, and
educational end users, and other communications services
providers throughout the United States. The Debtors provide
customers with communications services such as local switch dial
tone (also known as local phone service), long-distance service,
high-speed data transmission, and Internet connectivity. The
customers have a choice of receiving these services separately
or as bundled packages, which are typically priced at a discount
when compared to the price of the separate services.

ABIZ filed for Chapter 11 reorganization on March 27, 2002, in
the U.S. Bankruptcy Court for the Southern District of New York
(Manhattan).


ADELPHIA COMMS: U.S. Trustee Names Official Creditors' Committee
----------------------------------------------------------------
Pursuant to Section 1102 of the Bankruptcy Code, the United
States Trustee for Region II appoints these Creditors, being
among the largest unsecured claimants who are willing to serve,
to the Official Committee of Unsecured Creditors of Adelphia
Communications:

    1. Appaloosa Management, LP
       26 Main Street, Chatham, NJ 07928
       Attn: James Bolin
       Phone: (973) 701-7000   Fax: (973) 701-7309

       Counsel: Akin Gump Strauss Hower & Feld, L.L.P.
                590 Madison Avenue, New York, New York 10022
                Attn: Daniel Golden, Esq.
                Phone: (212) 872-8010

    2. W. R. Huff Asset Management Co., L.L.C.
       67 Park Place, Morristown, NJ 07960
       Attn: Edwin M. Banks, Senior Portfolio Manager
       Phone: (973) 984-1233   Fax: (973) 984-5818

       Counsel: Kasowitz, Benson, Torres & Friedman LLP
                1633 Broadway, New York, New York 10019-6799
                Phone: (212) 506-1700   Fax: (212) 506-1800

                Klee Tuchin & Bogdanoff & Stern LLP
                1880 Century Park East, Los Angeles, CA 90067-
                1698
                Phone: (310) 407-4000   Fax: (310) 407-9090

    3. MacKay Shields LLC
       9 West 57TH Street, New York, New York 10019
       Attn: Ben Renshaw, Associate Director
       Phone: (212) 230-3836   Fax: (212) 754-9187

    4. Law Debenture Trust Company of New York
       767 Third Avenue, 31st Floor, New York, New York 10017
       Attn: Daniel R. Fisher, Senior Vice President
       Phone: (212) 750-6474   Fax: (212) 750-1361

       Counsel: Seward & Kissel LLP
                One Battery Park Plaza
                New York, New York 10004
                Attn: Ronald L. Cohen, Esq.
                Phone: (212) 575-1515

    5. U.S. Bank National Association, as Indenture Trustee
       1420 Fifth Avenue, 7th Floor, Seattle, WA 98101
       Attn: Diana Jacobs, Vice President
       Phone: (206) 344-4680   Fax: (206) 344-4632

       Counsel: Sheppard, Mullin, Richter & Hampton LLP
                333 South Hope Street, Los Angeles, CA 90071-
                1448
                Attn: David J. McCarty, Esq.
                T. William Opdyke, Esq.
                Phone: (213) 617-1780   Fax: (213) 620-1398

    6. Home Box Office
       1100 Avenue of the Americas, New York, New York 10036
       Attn: Stephen L. Sapienza
       Phone: (212) 512-1680   Fax: (212) 512-1986

       Counsel: Paul, Weiss, Rifkind, Wharton & Garrison
                1285 Avenue of the Americas, New York 10019
                Attn: Steve Shimshak, Esq.
                Phone: (212) 373-3133   Fax: (212) 373-2136

    7. Viacom
       1515 Broadway, New York, New York 10036
       Attn: J. Kenneth Hill, Vice President, Ass't. Treasurer
       Phone: (212) 258-6000

       Counsel: Paul, Weiss, Rifkind, Wharton & Garrison
                1285 Avenue of the Americas, New York 10019
                Attn: Brendan D. O'Neill, Esq.
                Phone: (212) 373-3125

    8. Franklin Advisers, Inc.
       One Franklin Parkway, San Mateo, CA 94403
       Attn: Richard L. Kuersteiner, Associate General Counsel
       Phone: (650) 312-4525   Fax: (650) 312-7141

    9. Scientific-Atlanta, Inc.
       5030 Sugerloaf Parkway, Lawrenceville, GA 30044
       Attn: Beth H. Tyler, Esq., V.P. - Law
       Phone: (770) 236-3518   Fax: (770) 236-4551

       Counsel: Paul Hastings Janofsky & Walker LLP
                75 East 55th Street
                New York, New York 10022
                Attn: Lawrence Mittman, Esq.
                Phone: (212)318-6300   Fax: (212) 339-9150

   10. Fidelity Management & Research Company
       82 Devonshire Street, Mail Zone E20E, Boston, MA 02109
       Attn: Nate Van Duzer
       Phone: (617) 392-8129   Fax: (617) 476-5174

   11. Capital Research and Management Company
       11100 Santa Monica Boulevard, Los Angeles, CA 90025-3384
       Attn: Marc Linden
       Phone: (310) 996-6000   Fax: (310) 996-6200

       Counsel: Capital Research and Management Company
                333 South Hope Street, Los Angeles, CA 90071
                Attn: James P. Ryan, Esq.
                Phone: (213) 486-9318   Fax: (213) 486-9455
(Adelphia Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

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


ADVANCED LIGHTING: Fails to Maintain Nasdaq Listing Standards
-------------------------------------------------------------
Advanced Lighting Technologies, Inc., (Nasdaq: ADLT) announced
that, on July 24, 2002, it received a warning from Nasdaq that
the Company may be delisted. The letter from Nasdaq states, "For
the last 30 consecutive trading days, the price of the Company's
common stock has closed below the minimum $1.00 per share
requirement for continued inclusion under Marketplace Rule
4450(a)(5)." Under the Nasdaq rules, the Company has 90 days, or
until October 22, 2002, to regain compliance with the $1.00 per
share minimum bid price requirement. Otherwise, Nasdaq will
provide notification that the Company will be delisted. At that
time, the Company can appeal the determination to a Listing
Qualifications Panel, in accordance with Nasdaq's rules.

The Company is currently studying possible actions to be
implemented if the Company's closing bid price does not recover
sufficiently to comply with the Nasdaq National Market minimum
bid price requirement within the grace period. These actions may
include a proposal to its shareholders to approve a reverse
stock split at its 2002 annual meeting. Another action under
consideration is an application to transfer its common stock to
the Nasdaq SmallCap Market, which would give the Company
additional time, up to 270 days, to satisfy the minimum $1.00
bid price requirement and would make the Company eligible for
transfer back to the Nasdaq National Market during the extended
grace period. To be eligible to transfer back during the
extended grace period, the Company must maintain the $1.00
minimum bid price for 30 consecutive trading days and maintain
compliance with the other continued listing requirements of the
Nasdaq National Market. No assurances can be given that the
Company can comply with the minimum bid price requirement even
if the reverse split is approved by shareholders and put into
effect by the Company or that the Company will be permitted to
transfer to the Nasdaq SmallCap Market or to return to the
Nasdaq National Market after such transfer.

Advanced Lighting Technologies, Inc., is an innovation-driven
designer, manufacturer and marketer of metal halide lighting
products, including materials, system components, systems and
equipment. The Company also develops, manufactures, and markets
passive optical telecommunications devices, components, and
equipment based on the optical coating technology of its wholly
owned subsidiary, Deposition Sciences, Inc.


BALANCED CARE: Special Shareholders' Meeting Set for August 19
--------------------------------------------------------------
Balanced Care Corporation has announced the date and locale for
its special meeting of the stockholders.  

The meeting will be held on August 19, 2002, at 10:00 a.m.,
local time, at the Homewood Suites Hotel, 5001 Ritter Road,
Mechanicsburg, PA 17055. Readers will recall that at the special
meeting, stockholders will be asked to consider and vote upon a
proposal to adopt the Agreement and Plan of Merger, dated May
15, 2002, between the Company, IPC Advisors S.a.r.l., its
largest shareholder, and IPBC Acquisition Corp., a wholly owned
direct subsidiary of IPC, and to approve the transactions
contemplated by the merger agreement, including the merger.
Under the merger agreement, Acquisition Corp., will be merged
with and into the Company, and IPC will own substantially all of
the Company's capital stock. If the merger agreement is adopted
and the transactions it contemplates, including the merger, are
approved, then at the effective time of the merger, each
outstanding share of Balanced Care's common stock, other than
shares held by IPC or Acquisition Corp., or held by stockholders
who perfect their appraisal rights under Delaware law, will be
converted into the right to receive $0.25 in cash, without
interest and less any applicable withholding taxes.

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

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


BAUSCH & LOMB: Posts Improved Financial Results for 2nd Quarter
---------------------------------------------------------------
Bausch & Lomb (NYSE:BOL) announced second-quarter worldwide
sales of $458.4 million - up 14% over the second quarter of 2001
- powered by double-digit increases in its contact lens, lens
care and pharmaceutical product categories. Excluding the impact
of currency, sales increased 13% for the quarter that ended June
29, 2002. For the first half of 2002, the Company reported
worldwide sales of $872.6 million, up $68.4 million or 9% over
sales in the first half of 2001.

Bausch & Lomb also reported net earnings of $21.8 million and
earnings per share of $0.40 for the second quarter. These
results compare to prior-year reported earnings of $6.8 million,
or $0.13 per share, and reflect new rules for accounting for
goodwill amortization. If those rules were applied in 2001,
comparable-basis earnings per share would have been $0.21 in the
prior-year quarter.

Calling the results "encouraging," Bausch & Lomb Chairman and
CEO Ronald L. Zarrella said, "We are making progress in
returning Bausch & Lomb to a stable and predictable company with
improved profitability. Our new products are gaining momentum,
our restructuring efforts are delivering savings and we continue
to invest in new products and development opportunities to build
future growth."

Zarrella said that details of the Company's plan to improve
operating profitability are outlined in a separate news release.
The plan includes actions expected to generate annualized pre-
tax savings of approximately $90 million by 2005, with nearly
60% of those savings realized by 2004. Restructuring charges of
up to $20 million before taxes associated with the plan will be
recorded in the third quarter of 2002.

               Reconciliation of Reported Results
                   to Comparable Basis Results

Second-Quarter Revenues by Geographic Location

U.S. revenues of $188.2 million increased 24% over the prior
year, and constituted 41% of total Company sales. Outside the
U.S., reported revenues increased 8%, and increased 6% in
constant dollars. Revenue increases in both actual and constant
dollars for each of the Company's geographic operating segments
were as follows:

                                   Actual $    Constant $
                                   ----------  ------------
Americas                            + 21%       + 22%
Europe, Middle East and Africa      + 7%        + 2%
Asia                                + 13%       + 14%

These operating segment revenue trends are largely the result of
the factors discussed below which influence the trends for each
of the Company's product categories.

Second-Quarter Revenues by Product Category

Contact lens revenues increased 19% from the second quarter of
2001, and were up 18% in constant dollars, with double-digit
gains in each geographic segment. Sales of planned replacement
and disposable lenses (including SofLens66(TM) Toric and
PureVision(TM)) continued to outpace moderate revenue declines
in the Company's traditional lens offerings. As previously
announced, on June 26, 2002 the United States Federal District
Court for Delaware ruled that the Company's PureVision
continuous wear contact lens product infringes a patent owned by
Wesley Jessen, a subsidiary of CIBA Vision. In conjunction
with its ruling, the Court granted an injunction preventing
Bausch & Lomb from continuing to manufacture and market
PureVision lenses in the United States. On June 28, 2002 the
Court of Appeals for the Federal Circuit granted a temporary
stay of this injunction, pending its decision on granting a stay
while Bausch & Lomb's appeal of the Federal Court's decision is
being considered. There has been no further decision regarding
the stay pending appeal.

Lens care revenues increased 28% from the prior year in both
actual and constant dollars, with increases noted in each
geographic segment. In the Americas region, revenues increased
significantly off an unusually low base in the year-ago period,
when retail customers in the U.S. were undergoing a period of
inventory destocking that had led to lower sales into the trade.

Pharmaceutical revenues increased 17% over the prior year, and
grew 16% in constant dollars. Gains were driven by the Americas
region, which benefited from strong demand for the Ocuviter line
of ocular vitamin supplements and Lotemaxr proprietary
anti-inflammatory eye drops.

Cataract surgery product revenues were flat with the prior year,
and down 2% in constant dollars. Sales declines in the Americas
region more than offset constant dollar gains in Asia and flat
constant dollar performance in Europe. The U.S. performance
continues to reflect the residual impact of market share lost
throughout 2001 as the Company addressed product supply issues
in this category.

Refractive surgery product revenues declined 13% in actual
dollars, and about the same in constant dollars, from the prior
year. In the Americas region, revenues declined 16%, primarily
reflecting continued softness in LASIK procedures and the
capital equipment market caused by ongoing uncertainty in the
economic environment. European refractive revenues declined 18%,
mainly due to fewer laser placements. Outside the United States,
sales of products associated with the Company's Zyoptix(TM)
system for customized ablation continued to grow, indicating the
acceptance of the Company's market-leading technology. A growing
percentage of laser placements were part of a Zyoptix system,
and the number of Zyoptix per procedure cards sold increased,
with card sales for the first half of 2002 surpassing full-year
2001 results.

Zarrella commented, "We are pleased with the continued momentum
attained by our business overall, and in particular the trends
noted for our contact lens, lens care and pharmaceuticals
portfolios. While we continue to face challenges in our surgical
businesses, acceptance of our Zyoptix system for customized
ablation overseas bolsters our belief in our ability to
ultimately grow the U.S. refractive business with product
approval and an improved economy. We will continue to focus on
regaining share in our U.S. cataract business to return that
category to overall growth."

             Balance Sheet and Cash Flow Highlights

The Company's liquidity remained strong, as evidenced by its
balance of cash and short-term investments, which stood at
$419.6 million at the end of the second quarter, compared to
$534.4 million at year end 2001. The decrease reflects primarily
the repayment of a $200.0 million minority interest obligation
during the current quarter through the use of $125.0 million in
cash and $75.0 million in borrowings under the Company's
revolving credit facility. The Company generated free cash flow
of $104.5 million in the first six months of 2002, $61.3 million
of which was generated in the second quarter.

During the second quarter, Bausch & Lomb filed a shelf
registration with the Securities and Exchange Commission for up
to $500 million in financing. The first borrowings under that
registration are expected to occur in the third quarter, most
likely in the form of debt securities.

                  Company Updates 2002 Outlook

Bausch & Lomb indicated it expects several factors to impact
results for the remainder of 2002, with a net positive effect of
approximately $0.05 per share as compared to current consensus
estimates. That guidance excludes the impact of restructuring
charges associated with the profitability plan announced today
to be recorded in the third quarter, and assumes that the Court
of Appeals grants the Company's motion for a stay of injunction
pending appeal in the PureVision litigation.

Should foreign currency rates remain at the same levels as at
the end of the second quarter, sales and earnings in the second
half of the year will increase as compared to previous
expectations. That benefit will be partially offset by weaker
performance expectations for the Company's refractive surgery
business, due to a slower recovery in the U.S. refractive market
than the Company had anticipated, and by higher research and
development spending. Although full-year projected spending in
this area remains unchanged, second-half expenses will be higher
due to the timing of projects. Given the strength of its contact
lens, lens care and pharmaceuticals businesses to date, the
Company continues to project full-year revenue growth in the
mid-to-upper single digits for 2002.

If the Court of Appeals denies the Company's motion for a stay
of injunction pending appeal in the PureVision litigation,
second-half revenues and earnings will be reduced. Revenues
would decline approximately $10 million, and earnings per share
would decline between $0.12 and $0.15. The earnings per share
decline reflects the impact of lost margin from the sales
decline as well as approximately $9 million in one-time costs
associated with the transfer of manufacturing to the Company's
Waterford, Ireland facility to continue the manufacture of
PureVision lenses for markets outside the United States.

            Company Updates Status of Envision TD
                      Technology Program

The Company also provided an update on its Envision TD(TM)
technology development program. Top-line results for the first
Phase III clinical trial for diabetic macular edema (DME) were
released in early June. The second 200-patient Phase III trial
for DME has been fully enrolled.

The Company is also conducting two Phase IIb/III pivotal trials
for posterior uveitis. The first trial, comprising approximately
250 patients at 29 centers throughout the U.S., is now fully
enrolled. The second trial, being conducted at various sites
outside the U.S., is targeted for full enrollment by the end of
the third quarter. The primary endpoint for these trials is dose
response and control of the inflammation associated with the
disease. The trials are also designed to measure visual acuity.

The Company continues to target FDA approval for its first
indication around the end of 2003, with commercialization in
2004.

With regard to its Phase II clinical trials for wet age-related
macular degeneration (AMD), Bausch & Lomb indicated that a
50-patient trial for the occult form of AMD is fully enrolled,
and a separate 50-patient trial for the classic form of AMD is
underway. Assuming these trials progress as planned, the Company
expects to begin Phase III clinical trials for AMD in the first
half of next year.

Bausch & Lomb also announced that as part of its pre-marketing
plan for products utilizing the Envision TD technology platform,
it has selected Retisert(TM) as the brand name under which it
will commercialize its fluocinolone acetonide ophthalmic
implant. It has filed with the FDA for approval for use of this
tradename.

Bausch & Lomb Incorporated is the preeminent global technology-
based healthcare Company for the eye, dedicated to helping
consumers see, look and feel better through innovative
technology. Its core businesses include soft and rigid gas
permeable contact lenses, lens care products, ophthalmic
surgical and pharmaceutical products. The Company is advantaged
with some of the most respected brands in the world starting
with its name, Bausch & Lomb, and including SofLens, PureVision,
Boston, ReNu, Storz and Technolas. Founded in 1853 in Rochester,
N.Y., where it continues to have its headquarters, the Company
had revenues of approximately $1.7 billion in 2001, and employs
approximately 12,000 people in more than 50 countries. Bausch
& Lomb products are available in more than 100 countries around
the world. Additional information about the Company can be found
on Bausch & Lomb's Worldwide Web site at http://www.bausch.com

As reported in Troubled Company Reporter's March 14, 2002,
edition, Moody's Investors' Services downgraded Bausch & Lomb's
Senior Ratings to Ba1 from Baa3.


BAUSCH & LOMB: Details Action Plan to Improve Profitability
-----------------------------------------------------------
Bausch & Lomb (NYSE:BOL) announced detailed actions to increase
operating profitability and realize its previously announced
goal of mid-teen annual operating margins by 2004.

The actions will increase annual operating profits by
approximately $90 million in 2005, with nearly 60 percent of the
savings realized by 2004.

The actions are a result of a comprehensive review of the
Company's cost structure and business processes that began with
the arrival of Chairman and CEO Ronald L. Zarrella at the end of
last year. The comprehensive plan includes plant closures and
consolidations; manufacturing efficiencies and yield
enhancements; procurement process enhancements; the
rationalization of certain contact lens and surgical product
lines; distribution initiatives; the development of a global
information technology platform; and the elimination of
approximately 450 jobs worldwide associated with those actions.

"The plans we announced [Thurs]day will provide us with a
competitive cost structure and the right organizational model to
achieve our profitability targets for the next three years,"
said Zarrella. "Our emphasis will now be on speedy and flawless
execution of these plans, so we can then intensify our focus on
opportunities for increased top-line growth."

Restructuring charges and asset write-offs associated with these
initiatives are expected to be as much as $20 million before
taxes, and will be recorded entirely in the third quarter of
2002. The final amount of the charge will depend on the
resolution of details pertaining to certain of the actions.

Bausch & Lomb indicated that it expects to eliminate
approximately 450 positions in executing its plans, which are
incremental to previously announced workforce reductions.
Earlier in 2002, the Company recorded restructuring charges and
asset write-offs totaling $23.5 million before taxes. Those
charges were independent of, and incremental to, any charges
associated with the plans announced Thursday.

               Plant Closures and Consolidations

To lower production costs and increase manufacturing
efficiencies, Bausch & Lomb will close or consolidate certain
plants that make contact lens and surgical products starting in
the third quarter of 2002 and continuing through the third
quarter of 2003. Approximately 325 jobs in several locations
will be eliminated. These actions are expected to deliver annual
cost savings of approximately $16 million by 2005. The Company
expects to record charges of up to $16 million before taxes in
the third quarter of 2002 in connection with planned plant
closures and consolidations.

In the contact lens area, for example, the Company will combine
manufacturing for finished rigid gas permeable (RGP) contact
lenses into a single "focused factory" in Hastings, England, and
exit its RGP plants in Barcelona, Spain, and Umsong, Korea.
Bausch & Lomb will combine all manufacturing of its Optimar FW
contact lenses into a single location in Waterford, Ireland,
transferring production out of its Rochester, New York, plant,
which will focus on manufacturing newer technology products like
the new bifocal lens. These initiatives will result in lower  
overall production costs.

With the introduction of its next-generation advanced-technology
microkeratome in 2003, Bausch & Lomb will transition to a new
manufacturing methodology and close a microkeratome
manufacturing facility in Miami, Florida. The Company also will
reduce some production activities in its Heidelberg, Germany
facility.

        Manufacturing Efficiencies and Yield Enhancements

Best-practice manufacturing processes in several of the
Company's current facilities will be expanded to other
facilities on a worldwide basis in order to leverage additional
cost saving opportunities. This expansion includes automated
packaging technologies for contact lenses, further automation of
certain other manufacturing procedures, and the application of
specific technologies to reduce cycle times in the manufacture
of contact lenses and intraocular lenses. The Company expects to
generate annual savings of approximately $20 million by 2005 as
a result of these manufacturing process enhancements.

               Enhancements to Procurement Processes

Bausch & Lomb has consolidated all procurement activities into a
global function with responsibility and accountability for
supervising its purchasing policies and procedures, and
aggressively pursuing the most favorable terms for all Company
purchases. As a result of consolidating these activities,
specific actions are being implemented that are expected to
generate annual savings of approximately $11 million by 2005.
These actions include negotiating favorable volume discounts on
raw material purchases and employing alternate lower-cost
sources for certain lens care and pharmaceuticals materials and
products.

                Product Rationalization Initiatives

Bausch & Lomb will immediately begin an orderly rationalization
of several contact lens and certain surgical product "stock
keeping units" (SKUs). Combined, the product rationalization
actions are expected to result in cost savings of approximately
$9 million by 2005.

Within its broad contact lens product portfolio, Bausch & Lomb
is focusing investments on newer-technology planned replacement
and disposable lenses that offer higher growth potential. The
Company will rationalize or discontinue certain low volume
contact lens product lines and implement strategies to improve
the profitability of those older-technology products it will
continue to support.

Specific contact lens product lines, comprising some 6,000 SKUs,
have been identified for elimination. Those products to be
phased out will be announced to the trade beginning in September
of 2002, and the vast majority of the SKUs will be eliminated by
the end of 2003. Phase-out of the remaining products will occur
in an orderly fashion as newer-technology products receive
regulatory approvals and are launched into various global
markets.

The Company will also discontinue approximately 3,800 SKUs in
its lines of PMMA intraocular lenses, and consolidate the
manufacture of its remaining PMMA lenses onto a single common
platform. This action reflects the market's shift to foldable
intraocular lenses for cataract surgery, and reinforces the
Company's focus on this higher-margin portion of its IOL
portfolio. Products will be discontinued on a systematic basis
beginning in the third quarter of 2002, and continuing through
the end of 2003. Bausch & Lomb will continue to offer an
optimized range of PMMA products to support customer needs.

The Company also will rationalize its offerings of disposable
surgical packs, generating savings in direct labor and inventory
carrying costs.

                    Distribution Initiatives

Bausch & Lomb announced it will consolidate distribution and
warehousing operations in the United States from three to two
locations, resulting in the elimination of approximately 50
jobs. Annual cost savings are expected to be approximately $4
million by 2005. Charges associated with these initiatives are
expected to total less than $1 million.

Currently, each of the three distribution centers focuses almost
exclusively on order fulfillment for a specific product
category. To enhance customer service, to reduce shipping costs
through freight bundling, and to lower labor and overhead costs,
the distribution

center in St. Louis, Missouri, will close in the third quarter
of 2003 and its functions will be consolidated into the
Lynchburg, Virginia, facility. Surgical and contact lens
products will be handled in Lynchburg, and the distribution
center in Greenville, South Carolina will continue to handle
solutions and pharmaceutical distribution.

        Development of Global Information Technology Platform

In a major, business-critical initiative, Bausch & Lomb is
developing a global enterprise Information Technology system. In
addition to improving efficiencies, the development of a single
IT platform will reduce overall IT expense, which now is
approximately 5% of consolidated sales.

Specific actions include eliminating incompatible IT systems
that were in place in companies that Bausch & Lomb acquired, and
the consolidation of IT support services, including the creation
of a single global data center. Actions associated with
development and implementation of a global IT platform will
occur over the remainder of 2002 and continue through 2005.

The initiative is expected to generate annual cost savings of
approximately $30 million by 2005. Because of the long-term
nature of the project, the vast majority of these savings, which
include lower software maintenance costs, license fees, and
depreciation, will not be realized until after 2004. Charges of
up to $4 million before taxes are expected to be recorded in
connection with this initiative, and relate to the elimination
of approximately 75 positions in 2003. Over the course of the
project, additional positions are expected to be eliminated,
primarily through attrition.

Bausch & Lomb Incorporated is the preeminent global technology-
based healthcare Company for the eye, dedicated to helping
consumers see, look and feel better through innovative
technology. Its core businesses include soft and rigid gas
permeable contact lenses, lens care products, ophthalmic
surgical and pharmaceutical products. The Company is advantaged
with some of the most respected brands in the world starting
with its name, Bausch & Lomb, and including SofLens, PureVision,
Boston, ReNu, Storz and Technolas. Founded in 1853 in Rochester,
N.Y., where it continues to have its headquarters, the Company
had revenues of approximately $1.7 billion in 2001, and employs
approximately 12,000 people in more than 50 countries. Bausch &
Lomb products are available in more than 100 countries around
the world. Additional information about the Company can be found
on Bausch & Lomb's Worldwide Web site at http://www.bausch.com  


BIRCH TELECOM: Files for Chapter 11 Reorganization in Delaware
--------------------------------------------------------------
Birch Telecom has filed a voluntary plan of reorganization under
Chapter 11 of the U.S. Bankruptcy Code.  This is the concluding
step in Birch's plan to reduce its institutional debt from $310M
to $100M by exchanging it for equity in the company.

"I want to assure existing and prospective customers that this
is purely a financial transaction," stated Dave Scott, President
and CEO. "Customers, suppliers and employees will be unaffected
by adoption of this plan."

Birch has been working since early this year to reach agreement
with its lenders on the specifics of the plan. According to
Scott, banks and bondholders representing 95% of Birch's debt
have endorsed the reorganization plan submitted with the Chapter
11 filing. "We are gratified by their vote of confidence in
Birch's long-term success," said Scott.

While continuing to grow at an industry-leading pace, Birch has
also been focused over the last year on improving its
operational efficiency and reducing its cost structure. As a
result of this effort, the Company has been able to generate a
positive operating cash flow while serving more than 100,000
customers and adding 5,000 more each month.

With its strong improvement in operating cash flow, combined
with a reduction in interest obligations via the debt exchange
and the company's emphasis on the low-capital UNE-P service
delivery platform, Birch expects to become financially self-
sufficient upon completion of its reorganization plan.

Scott expects a relatively quick emergence from Chapter 11
status. "Given our solid cash flow performance, the support of
our stakeholders for the restructuring plan, and the fact that
no additional funding or debtor financing is needed for its
completion, we are confident that the plan can be swiftly
processed and approved by the Court."

In the meanwhile, Birch will continue to provide local, long
distance and data services to business and residential customers
across ten states without interruption. Birch will also continue
to be aggressive in acquiring new customers, relying on its
strong value proposition of reliable service, easy conversion,
better prices, and a better way of doing business. "In fact,"
said Scott, "we recently launched a major marketing campaign
featuring our irreverent but affable spokesdog, Buddy, in a
series of billboards, print advertising, and local Humane
Society events.

Serving small to mid-size businesses and residential customers,
Birch Telecom offers a range of services on one bill - including
local and long-distance - across more than 40 major metro
markets in 10 states.


BIRCH TELECOM: Case Summary & 40 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Birch Telecom, Inc
             2020 Baltimore Avenue
             Kansas City, Missouri 64108

Bankruptcy Case No.: 02-12218

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Birch Kansas Holdings, Inc.                02-12202
     Birch Telecom of Nebraska, Inc.            02-12203
     Birch Telecom of Arkansas, Inc.            02-12204
     Birch Telecom of Oklahoma, Inc.            02-12205
     Birch Telecom of Missouri, Inc             02-12206
     Birch Telecom Finance, Inc.                02-12207
     Birch Texas Holdings, Inc.                 02-12208
     Birch Internet Services, Inc.              02-12209
     Birch Telecom of the Great Lakes, Inc.     02-12210
     Birch Telecom of the South, Inc.           02-12211
     Birch Equipment, Inc.                      02-12213
     I.S. Advertising, Inc.                     02-12214
     Telesource Communications, Inc.            02-12216
     G.B.S. Communications, Inc.                02-12217
     Dunn & Associates, Inc.                    02-12219
     Birch Telecom of the West, Inc.            02-12220
     M.B.S. Leasing, Inc.                       02-12221
     Capital Communications Corporation         02-12222
     Birch Telecom of Kansas, Inc.              02-12223
     Birch Telecom Of Texas Ltd., L.L.P.        02-12224
     American Local Telecommunications, L.L.C.  02-12225
     Birch Management Corporation               02-12226
     
Chapter 11 Petition Date: July 29, 2002

Court: District of Delaware (Delaware)

Judge: Mary F. Walrath

Debtors' Counsel: Michael G. Busenkell, Esq.
                  Morris, Nichols, Arsht & Tunnell
                  1201 N. Market Street
                  P.O. Box 1347
                  Wilmington, DE 19899
                  302-658-9200
                  Fax : 302-658-3989

Lead Debtor's Estimated Assets: $1 Million to $10 Million

Lead Debtor's Estimated Debts: More than $100 Million

Debtors' 40 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
14% Senior Notes           Indenture Trustee      $133,880,000
MAC N903-110
Michael G. Slade
Sixth and Marquette
Minneapolis, MN 55479
(612) 667-0266
Fax: (612) 667-2160

Southwestern Bell          Trade Payable            $8,030,000
Abe Boykin
208 S. Akard, 9th Floor
Dallas, Texas 75202
(214) 268-4708
Fax: (214) 745-5020

Bell South                 Trade Payable            $3,030,000
Dinetta C. Lykes
1 Chase Corporate Center
Suite 300
Birmingham, AL 35244
(205) 714-5751
Fax: (205) 682-2729

Williams Communications    Trade Payable              $730,000
Patrick Graham
One Technology Center
Tulsa, Oklahoma
(918) 547-0051
Fax: (918) 547-0059

MCI Worldcom               Trade Payable              $680,000
Richard Waresback
6929 N. Lakewood Avenue
Maildrop 1-2-108E
Tulsa, Oklahoma 74117
(918) 590-5579
Fax: (918) 590-4944

NECA                       Trade Payable              $280,000
Tom Carrol
80 S. Jefferson Rd.
Whippany, NJ 07981
(973) 884-8558
Fax: (973) 805-6091

AT&T                       Trade Payable              $400,000
Aren Dymess
300 Atrium Drive
Mailbox 4W015
Somerset, NJ 08873-4105
(732) 805-5997
Fax: (732) 805-6091

CCA Financial, Inc.        Trade Payable             $160,000   

Universal Service
    Admin. Co.             Trade Payable           $140,000

TSI Telecommunications     Trade Payable              $250,000
Mike Geiger
201 N. Franklin St., Suite 700
Tampa,Florida 33602
(813) 273-3168
Fax: (813) 273-3372

Avaya                      Trade Payable              $110,000  

NTS Communications         Trade Payable              $110,000

NEC America                Trade Payable               $90,000

Adelphia Business          Trade Payable               $60,000

Level 3 Communications     Trade Payable              $50,000       

Certegy Check Services     Trade Payable               $50,000

Anderson Performance       Trade Payable               $40,000
Improvement  

FishNet Security           Trade Payable               $40,000

Vodavi Communications      Trade Payable               $30,000
Systems

Sprint                     Trade Payable               $30,000

Alltel                     Trade Payable               $30,000

AMEX                       Trade Payable               $30,000

Recruitsoft Inc.           Trade Payable               $30,000

Associates Solutions, Inc. Trade Payable               $30,000

Broadwing Communications   Trade Payable               $30,000
Services   

NAMS2000                   Trade Payable               $30,000

Director of Revenue,       Trade Payable               $20,000
State of MO

Xerox Corp-Dallas, TX      Trade Payable               $20,000

IKON                       Trade Payable               $20,000

Arch Wireless              Trade Payable               $20,000

Aschinger Electric         Trade Payable               $20,000
  
Datacom Warranty           Trade Payable               $20,000

Pitney Bowes               Trade Payable               $20,000

Netopia, Inc.              Trade Payable               $20,000

Signalcom                  Trade Payable               $20,000

Inter-Tel
   Integrated Systems      Trade Payable             $20,000

Joseph Samples             Trade Payable               $20,000

McCormack-Payton Storage   Trade Payable               $20,000

Intellisoft Corp.          Trade Payable               $20,000

SMS/800                    Trade Payable               $20,000


BORDEN CHEMICALS: Signs-Up Cozen O'Connor for GEII Litigation
-------------------------------------------------------------
Borden Chemicals and Plastics Operating Limited Partnership and
its debtor-affiliates wants to bring-in Cozen O'Connor as
special litigation counsel, nunc pro tunc to June 26, 2002.

The Debtors tell the U.S. Bankruptcy Court for the District of
Delaware that it is necessary to commence an action against
General Electric International, Inc., to determine, among
others, if GEII's alleged "privileges" are invalid.

The Debtors relate that their lawyers at Jones, Day, Reavis &
Pogue, and Duane, Morris & Heckscher LLP can not represent these
estates in the Bankruptcy Case Litigation due to a conflict of
interest.

Because of their respective well-defined roles, the Debtors
assure the Court that the three law firms will not provide
duplicative services.

The principal attorney responsible for this litigation will be
Mark E. Felger, Esq. whose hourly rate is $320 per hour. The
current Cozen O'Connor's standard hourly rates are:

          Members           $270 - $440
          Associates        $190 - $235
          Paralegals        $ 95 - $125

Borden Chemicals and Plastics Operating Limited Partnership,
producer PVC resins, filed for chapter 11 petition on April 3,
2001 in the U.S. Bankruptcy Court for the District of Delaware.
Michael Lastowski, Esq., at Duane, Morris, & Hecksher represents
the Debtors in their restructuring efforts.

Borden Chemical & Plastics' 9.5% bonds due 2005 (BCPU05USR1),
DebtTraders says, are trading at 0.5 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BCPU05USR1
for real-time bond pricing.


BOYD GAMING: Fitch Assigns B Rating to Proposed $200MM Sr. Notes
----------------------------------------------------------------
Fitch Ratings has assigned a 'B' rating to Boyd Gaming's
proposed $200 million senior subordinated notes due 2012. The
notes will be issued under Rule 144A and will rank pari passu
with BYD's existing $250 million 9.50% senior subordinated notes
rated 'B'. The proceeds from the issuance will be used to repay
$127 million in term loans and reduce outstanding bank debt. BYD
has substantial debt maturing in 2003 and the new notes issuance
addresses in part these pending maturities. Ratings affirmed
include BYD's $612 million senior secured bank credit facility
due 2003 at 'BB', $200 million 9.25% senior unsecured notes due
2003 and $200 million 9.25% senior unsecured notes due 2009 at
'BB-'. The Rating Outlook is Negative.

The ratings are based on the company's diversified property
portfolio, strong customer focus, favorable earnings mix and
growing cash flow visibility. Approximately 60% of BYD's
revenues are generated from slot play, which is generally a more
consistent source of earnings. Due to the events of September 11
and the slowing economy, drive-to properties have had a
relatively strong performance compared to the Las Vegas Strip.
More than 60% of property EBITDA during 2001 was generated by
the Blue Chip, Par-A-Dice and Treasure Chest casinos, which are
all drive-to properties, while less than 10% of EBITDA was
generated from BYD's Las Vegas Strip property. The ratings also
incorporate the solid cash flow potential of Delta Downs, which
opened on February 13, 2001.

Concerns are centered upon the company's relatively high debt
levels in relation to cash flows. In particular, total debt of
$1.146 billion was approximately 5.1 times total company EBITDA
at December 31, 2001. However, following the $37 million equity
contribution to The Borgata project, which was funded during the
first quarter 2002, Fitch expects debt reduction to be a
priority for the remainder of the year. As a result, debt/EBITDA
should approach low to mid-4x at December 31, 2002, levels more
appropriate for the rating category. Additional credit concerns
include construction risk pertaining to BYD's joint venture
project, the Borgata, in Atlantic City, which is expected to
open in mid-2003. The project is currently running on time and
on budget.

BYD is expected to be comfortably cash flow positive during 2002
following $60 million in maintenance capital expenditures.
Application of excess cash to a reduction in debt could lead to
the rating returning to a Stable Rating Outlook.

Boyd Gaming Co.'s 9.50% bonds due 2007 (BYD07USR1), DebtTraders
says, are trading above par at around 104.25. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BYD07USR1for  
real-time bond pricing.


BRIDGE TECHNOLOGY: Fails to Meet Nasdaq Listing Guidelines
----------------------------------------------------------
Bridge Technology, Inc., (Nasdaq:BRDG) a power electronics and
channel distribution company, announced receipt of a formal
notice from Nasdaq dated July 24, 2002, that the Company is not
in compliance with Marketplace Rule 4310(C)(14).

This particular rule calls for delisting from the Nasdaq market
system for any company that has not filed its disclosure
reports, 10-K and 10-Q with the SEC and Nasdaq.

The Company is late in the filing of its Amended 10-K for the
calendar year 2001. The Company's independent auditors have
advised that they have not completed their audit nor issued
their audit opinion regarding the Company's year-end financial
statements.

In addition, the Company has been unable to file the 10-Q for
the first quarter of 2002 until the Amended 10-K has been filed.

The Company expects to make the proper filings shortly.

On February 28, 2002 the Company has also received a Nasdaq
Staff Determination indicating that the Company failed to comply
with the minimum bid price of its securities for 30 consecutive
trading days as required for continued inclusion under
Marketplace Rule 4310(C)(4). Under this particular Rule, the
Company has 180 calendar days, or until August 27, 2002 to
regain compliance. If at anytime before August 27, 2002 the bid
price of the Company's common stock closes at $1.00 per share or
more for a minimum of 10 consecutive trading days, the Nasdaq
Staff will provide written notification that the Company
complies with the Rule. Compliance with this Rule has not been
demonstrated since the February 28, 2002 notice. If compliance
with the Rule cannot be demonstrated by August 27, 2002 the
Nasdaq Staff will determine whether the Company meets the
initial listing criteria for the Nasdaq Small Cap Market under
Marketplace Rule 4310(C)(2)(a). If the Company meets the initial
listing criteria, the Nasdaq Staff will notify the Company that
it has been granted an additional 180 calendar day grace period
to demonstrate compliance.

Otherwise, the Nasdaq Staff will provide written notification
that the Company's securities will be delisted. At that time,
the Company may appeal the Nasdaq Staff's determination to
delist its securities to a Listing Qualification Panel.

The Company is required to comply with all listing requirements
and the compliance with -- one requirement does not
automatically satisfy other listing requirements.

The Company is working diligently to meet all requirements for
continued listing on the Nasdaq Small Cap Market System.

Bridge Technology, Inc., is essentially a "time-to-market" power
electronics and channel electronics marketing company with
subsidiaries in the United States, Japan, Hong Kong, and China.
Information on Bridge Technology, Inc., is presently being
updated on its Web site at http://www.bridgeus.com


BUDGET GROUP: Files Voluntary Chapter 11 Petition in Delaware
-------------------------------------------------------------
As the next step in its previously announced recapitalization
initiative, Budget Group, Inc., (OTC Bulletin Board: BDGPA)
announced that it and certain of its domestic subsidiaries have
filed voluntary petitions under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Delaware. The Chapter 11 filing will allow Budget to accelerate
its plan to reduce its non-vehicle debt and to enable the
Company to receive new capital investment while maintaining
normal operations. In cooperation with its existing lenders and
bondholders, the Company is continuing to pursue a solution to
its capital structure issues and expects to make an announcement
in this regard in the near future.

The Company believes that the Chapter 11 process will have no
impact on Budget's day-to-day business operations or its ability
to provide service to its customers. All customer reservations
will be honored and rental services will continue as usual.
Budget's domestic and international franchisees are not involved
in the Chapter 11 filing.

Budget has secured a commitment for $750 million of vehicle
financing to maintain and grow its fleet of vehicles. In
addition, the Company has received a commitment for up to $100
million of debtor-in-possession financing that will both provide
credit enhancement for its fleet financing and working capital
to support its domestic day-to-day operations. In connection
with the DIP financing, Budget's existing bank group has agreed
to continue to provide letters of credit to the Company during
the Chapter 11 process to support its fleet financing. The DIP
financing is subject to approval by the Bankruptcy Court, and
other customary conditions. The Company expects that the DIP
financing, available cash on hand and cash flow from operations
will be sufficient to meet normal business obligations during
the Chapter 11 process.

Sandy Miller, Chairman and Chief Executive Officer of Budget
Group, Inc., said, "Despite the success of our efforts to
increase productivity and rationalize costs, the impact of
September 11th and the continued recession in the travel sector
has left Budget Group with a level of non-vehicle debt greater
than our operations can reasonably support. We believe that
Chapter 11 will accelerate our plan to reduce our non-vehicle
debt and will pave the way for new capital investment in the
company. Combined with a continued focus on improving our
performance, reducing our non-vehicle debt through the Chapter
11 process and finalizing a solution to our capital structure
issues are the right strategic steps to strengthen Budget's
market leadership and future growth prospects."

Budget Group, Inc., owns Budget Rent a Car Corporation, the
world's third largest car and truck rental system. For more
information, visit the Company's Web site at
http://www.budget.com

Budget Group Inc.'s 9.125% bonds due 2006 (BD06USR1),
DebtTraders says, are trading at 17 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BD06USR1for  
real-time bond pricing.


BUDGET GROUP: Case Summary & 50 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Budget Group, Inc.
             125 Basin St., Suite 210
             Daytona Beach, Florida 32114

Bankruptcy Case No.: 02-12152

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Auto Rental Systems, Inc.                  02-12153
     BGI Airport Parking, Inc.                  02-12154
     BGI Shared Services, Inc.                  02-12155
     BGI Shared Services, LLC                   02-12156
     BRAC Credit Corporation                    02-12157
     Budget Car Sales, Inc.                     02-12158
     Budget Fleet Finance Corporation           02-12159
     Budget Rent a Car Asia-Pacific, Inc.       02-12160
     Budget Rent a Car Caribe Corporation       02-12161
     Budget Rent a Car Corporation              02-12162
     Budget Rent-A-Car International, Inc.      02-12163
     Budget Rent A Car of Japan, Inc.           02-12164
     Budget Rent a Car of St. Louis, Inc.       02-12165
     Budget Rent-A-Car of the Midwest, Inc.     02-12166
     Budget Rent-A-Car Systems, Inc.            02-12167
     Budget Sales Corporation                   02-12168
     Budget Storage Corporation                 02-12169
     BVM, Inc.                                  02-12170
     Carson Chrysler Plymouth
        Dodge Jeep Eagle, Inc.                  02-12171
     Control Risk Corporation                   02-12172
     Dayton Auto Lease Company, Inc.            02-12173
     Directors Row Management Company, LLC      02-12174
     IN Motors VI, LLC                          02-12175
     Mastering the Move Realty, Inc.            02-12176
     Mosiant Car Sales, Inc.                    02-12177
     NYRAC Inc.                                 02-12178
     Paul West Ford, Inc.                       02-12179
     Philips Jacobs Insurance Agency, Inc.      02-12180
     Premier Car Rental LLC                     02-12181
     Reservation Services, Inc.                 02-12182
     Ryder Move Management, Inc.                02-12183
     Ryder Relocation Services, Inc.            02-12184
     Ryder TRS, Inc.                            02-12185
     TCS Properties, LLC                        02-12186
     Team Car Sales of Charlotte, Inc.          02-12187
     Team Car Sales of Dayton, Inc.             02-12188
     Team Car Sales of Philadelphia, Inc.       02-12189
     Team Car Sales of Richmond, Inc.           02-12190
     Team Car Sales of San Diego, Inc.          02-12191
     Team Car Sales of Southern California, Inc.02-12192
     Team Fleet Services Corporation            02-12193
     Team Holdings Corp.                        02-12194
     Team Realty Services, Inc.                 02-12195
     The Move Shop, Inc.                        02-12196
     Transportation and Storage Associates      02-12197
     ValCar Rental Car Sales, Inc.              02-12198
     Vehicle Rental Access Company, LLC         02-12199
     Warren Wooten Ford, Inc.                   02-12200

Type of Business: Budget Group Inc., and certain of its
                  subsidiaries are engaged in the business of
                  the daily rental of vehicles, including cars,
                  trucks and passenger vans. The Debtors,
                  together with their non-debtor affiliates,
                  operate the third largest vehicle rental
                  system in the world. Budget and Ryder (the
                  two principal brand names under which the
                  Debtors operate) serve the daily vehicle
                  rental needs of leisure and business
                  travelers from a network of on-airport and
                  off-airport locations, as well as the truck
                  rental needs of the customers in the consumer
                  and light commercial truck rental markets.
                  The Debtors' operations consist of corporate-
                  owned, franchised, and dealer-operated car
                  and truck locations in all 50 states of the
                  United States, as well as locations in
                  Canada, Mexico, Europe, the Caribbean, Latin
                  America, Asia, the Pacific Rim, Africa and
                  the Middle East. At December 31, 2001, there
                  were approximately 580 corporate-owned and
                  430 franchised locations in the United
                  States.

Chapter 11 Petition Date: July 29, 2002

Court: District of Delaware

Judge: Mary F. Walrath

Debtors' Counsel:      Lawrence J. Nyhan, Esq.
                       James F. Conlan, Esq.
                       Matthew A. Clemente, Esq.
                       William A. Evanoff, Esq.
                       Dennis M. Twomey, Esq.
                       SIDLEY AUSTIN BROWN & WOOD
                       Bank One Plaza
                       10 South Dearborn Street, 55th Floor
                       Chicago, IL 60603
                       Telephone (312) 853-7000
                       Fax (312) 853-7036

                           - and -

                       Robert S. Brady, Esq.
                       Edward J. Kosmowski, Esq.
                       Edmon L. Morton, Esq.
                       Joseph A. Malfitano, Esq.
                       Matthew B. Lunn, Esq.
                       Young, Conaway, Stargatt & Taylor, LLP
                       The Brandywine Building
                       1000 West Street, 17th Floor
                       P.O. Box 391
                       Wilmington, DE 19899-0391
                       Telephone (302) 571-6600
                       Fax (302) 571-1253

Total Assets: $4,047,207,133

Total Debts: $4,333,611,997

Debtor's 50 Largest Unsecured Creditors:

Creditor                         Nature of Claim   Claim Amount
--------                         ---------------   ------------
Wells Fargo Bank Minnesota, N.A. 9.125% Senior     $429,768,221
(as Indenture Trustee)           Notes due
Corporate Trust Department       April 1, 2006
Sixth St and Marquette Acs.
Minneapolis, MN 55497
Attn: Craig Litsey
      Telephone (612) 667-4160
      Fax (612) 667-9825

Wilmington Trust Company         9.25%             $323,117,018
(as Indenture Trustee)           Remarketable Term
1100 N. Market Street            Income Deferrable
Wilmington, DE 19890             Equity Securities
Attn: Steven Cimalore
      Telephone (302) 636-6058
      Fax (302) 636-4143

JP Morgan Chase                  6.85% Convertible  $47,200,563
(as Indenture Trustee)           Subordinated
450 W. 33rd Street, 15th Floor   Notes due
New York, NY 10001               April 29, 2007
Attn: Frank Grippo               
      Telephone (212) 946-3358
      Fax (212) 946-8430

Bear Stearns Securities Corp.    9.125% Notes      $128,646,000
One Metrotech Center North
4th Floor
Brooklyn, NY 11201-3862
Attn: Vincent Marzella
      Telephone (347) 643-2303
      Fax (347) 642-4625

JP Morgan Chase Bank             9.125% Notes       $62,110,000
14201 Dallas Parkway
Dallas, TX 75254
Attn: Paula J. Dabner
      Telephone (469) 477-0081
      Fax (469) 477-2183

The Bank of New York             9.125% Notes       $30,390,000
925 Patterson Plank Rd.
Secaucus, NJ 07094      
Attn: Cecile Lamarco
      Telephone (201) 319-3066
      Fax (201) 319-3073

Credit Suisse First Boston       9.125% Notes       $27,656,000
1 Madison Avenue
2nd Floor -- Reorganization Dept.
New York, NY 10010
Attn: Mr. Jeff Ski
      Telephone (212) 538-7710
      Fax (212) 538-9955

Wachovia Bank, N.A.              9.215% Notes       $25,550,000
301 S. College St.
Charlotte, NC 28288-0630
Attn: Rebecca Henderson, Esq.
      Telephone (704) 374-6611
      Fax (704) 383-0649

SSB Trust Custody                9.125% Notes       $24,000,000
2 Heritage Drive
P.O. Box 12749
North Quincy, MA 11201    
Attn: Ed Chaney
      Telephone (617) 644-3424
      Fax (617) 664-8559

Morgan Stanley & Co., Inc.       9.125% Notes       $20,000,000
One Pierrepoint Plaza, 7th Floor
Brooklyn, NY 11201
Attn: Victor Reich
      Telephone (718) 754-4019
      Fax (718) 754-4291

State Street Bank and Trust Co.  9.125% Notes       $18,400,000
Global Corporate Action Unit
JAB 5NW
1776 Heritage Dr.  
North Quincy, MA 02171
Attn: Joseph J. Callahan
      Telephone (617) 985-6453
      Fax (617) 537-5004

JP Morgan Chase Bank             6.85% Notes        $14,250,000

Deutsche Bank Trust Company      6.85% Notes        $12,000,000
   Americas
648 Grassmere Park Road
Nashville, TN 37211
Attn: John Lasher
      Telephone (615) 835-3419
      Fax (615) 835-3409

Citibank, N.A.                   6.85% Notes        $11,250,000
3800 Citibank Center B3-15      
Tampa, FL 33610
Attn: David A. Leslie
      Telephone (813) 604-1193
      Fax (813) 604-1155

British Telecom Ignite Solution  Trade Debt         $10,735,634
Network House
Brindley Way
Apsley HP3 9RR UNITED KINGDOM     
Attn: Cashiers Office
      Telephone 01-442-436374
      Fax 01-442-436509

Donaldson, Lufkin & Jenrette     9.125% Notes        $9,529,000
   Securities Corporation
Jersey City, NJ 07399
Attn: Al Hernandez
      Telephone (201) 413-3090
      Fax (201) 413-5263

Salomon Smith Barney, Inc.       9.125% Notes        $8,536,000
388 Greenwich Street, 16th Floor
New York, NY 10013
Attn: Stacey Roberts, Paralegal
      Office of the General Counsel
      Telephone (212) 816-9287
      Fax (212) 816-4447

Goldman, Sachs & Co.             9.125% Notes        $7,200,000
180 Maiden Lane
New York, NY 12207
Attn: Patricia Baldwin
      Telephone (212) 902-0321
      Fax (212) 428-3203

Boston Safe Deposit & Trust Co.  9.125% Notes        $5,475,000
525 William Penn Place
Pittsburgh, PA 15259
Attn: Melissa White
      Telephone (412) 234-2475
      Fax (412) 236-1012

STARCOM WORLDWIDE                Trade Debt          $5,017,523
Div. of Leo Burdette USA, Inc.   
12076 Collection Center Drive
Chicago, IL 60693
      Telephone (312) 220-3525
      Fax (312) 220-1515

State Street Bank & Trust Co.    6.85% Notes         $5,000,000

Bank of America Securities       9.125% Notes        $3,750,000
   LLC, Montgomery Division
300 Harmon Meadow Blvd.
Secaucus, NJ 07094
Attn: Scott Reifer
      Telephone (201) 325-4328
      Fax (415) 835-2581

Computer Science Corporation     Trade Debt          $3,561,290
2100 East Grande Avenue
El Segundo, CA 90245
      Telephone (310) 615-0311
      Fax (310) 322-9768

Walter Rosenthal                 Convertible         $3,556,753
5600 Calpine Drive               Promissory
Malibu, CA 90265                 Note due
      Telephone (310) 457-2800   July 1, 2008
      Fax (310) 457-3440

Investors Bank & Trust Company   9.125% Notes        $3,200,000
200 Clarendon Street
9th Floor, Corporate Action
Unit/TOP 57
Boston, MA 02116
Attn: Christopher Jones
      Telephone (617) 937-8627
      Fax (617) 351-4308

Citibank, N.A.                   9.125% Notes        $3,000,000

GE Capital Fleet Services        Trade Debt          $2,977,499
One Capital Drive
Eden Prairie, MN 55344
Attn: Dennis Sorenson
      Telephone (952) 828-2252
      Fax (952) 828-1053

Bank of America Securities       6.85% Notes         $2,500,000
   LLC, Montgomery Division

Ameritrade Holding Corporation   9.125% Notes        $2,428,000
132 National Business Parkway
Annapolis Junction, MD 20701
Attn: Graham Flower
      Telephone (240) 568-3505
      Fax (240) 568-5781

UBS Paine Webber Inc.            9.125% Notes        $2,160,000
1000 Harbor Boulevard
Weehawken, NJ 07087
Attn: Jane Flood
      Telephone (201) 352-7319
      Fax (201) 352-3672

AT&T                             Trade Debt          $2,149,941
P.O. Box 9001307
Louisville, KY 40290-1307
      Telephone (908) 221-2000
      Fax (908) 221-2528

Wilmington Trust Company         9.125% Notes        $2,000,000

Sabre Group                      Trade Debt          $1,594,847
7285 Collection Center Drive
Chicago, IL 60693
      Telephone (682) 605-1000
      Fax (817) 269-9000

Italy By Car                     Litigation          $1,500,000
Via Fancesco Crispi, 120
Palermo, Italia 90139
Attn: Legal Department

TMP Worldwide                    Trade Debt          $1,500,000
9045 Deerwood Drive          
Milwaukee, WI 53223    
      Telephone (212) 351-7000
      Fax (212) 956-2142

Perot Systems Ciro               Trade Debt          $1,500,000
7489 Collection Center Drive
Chicago, IL 60693
      Telephone (972) 340-5000
      Fax (972) 455-4100

National Financial Services Inc. 9.125% Notes        $1,400,000
200 Liberty St.
New York, NY 10281
Attn: Peter Bov
      Telephone (877) 612-2047
      Fax (508) 263-3808

Deutsche Bank Trust Company      9.125% Notes        $1,250,000
   Americas

First Clearing Corporation       9.125% Notes        $1,176,000
10700 Wheat First Drive
Glenn Allen, VA 23060
Attn: Charita Thompson
      Telephone (804) 965-2348
      Fax (804) 965-2529

CSC Computer Sciences            Trade Debt          $1,136,740
279 Farnborough Road
Farnborough
Hampshire GU14 7LS
UNITED KINGDOM
Attn: Ivan Goldsmith
      Telephone 01-252-363000
      Fax 01-252-550916

Galileo Corporation              Trade Debt          $1,101,177
1 Campus Drive
Parsippany, NJ 07054-0642
Attn: Tara McGowan
      Telephone (973) 496-6021
      Fax (973) 496-0729

Morgan Stanley Dean Witter       9.125% Notes        $1,025,000
One Pierrepoint Plaza, 7th Floor
Brooklyn, NY 11201
Attn: John DiMartinez
      Telephone (631) 254-7400
      Fax (631) 254-7618

EV Rental Cars LLC               Trade Debt            $918,039
23845 Park Bellmonte
Calabasas, CA 91302
      Telephone (310) 278-1021
      Fax (310) 2783-4734

Prudential Securities, Inc.      9.125% Notes          $910,000
111 8th Avenue
4th Floor -- Proxy Department
New York, NY 10011      
Attn: Antonio Lopez
      Telephone (212) 776-8013
      Fax (212) 776-8051

Huntleigh Securities Corporation 9.125% Notes          $839,000
8000 Maryland Avenue
St. Louis, MO 63105
Attn: Karen Thomas
      Telephone (314) 236-2207
      Fax (314) 236-2401

Worldspan
200 Galleria Pkw., Suite 2045    Trade Debt            $772,152
Atlanta, GA 30384-8537
      Telephone (800) 537-3118
      Fax (770) 563-7020

Stifel, Nicolaus & Company, Inc. 9.125% Notes          $764,000
501 N. Broadway, 7th Floor
St. Louis, MO 63102
Attn: Chris Wiegand
      Telephone (314) 342-2248
      Fax (314) 342-2270

Safelite Glass Corporation       Trade Debt            $688,439
2400 Farmer Drive, Suite 5       
Columbus, Ohio
Attn: Tom Feeney
      Telephone (614) 842-3000
      Fax (614) 210-9012

National Investor Services Corp. 9.125% Notes          $685,000
55 Water Street, 32nd Floor      
New York, NY 10041
Attn: Anthony Demario
      Telephone (212) 428-8815
      Fax (214) 968-0419


CALYPTE BIOMEDICAL: Sets Shareholders' Meeting for August 22
------------------------------------------------------------
The 2002 Annual Meeting of Stockholders of Calypte Biomedical
Corporation will be held at the Company's headquarters offices
located at 1265 Harbor Bay Parkway, Alameda, California, 94502,
on Thursday, August 22, 2002, at 9:00 a.m. local time, for the
following purposes:

     1.  To elect eight directors of the Company to hold office
until the next Annual Meeting of Stockholders and until their
successors are elected and qualified;
   
     2.  To amend the Company's Amended and Restated Certificate
of Incorporation to effect an increase in the number of
authorized shares of the Company's common stock from 200,000,000
to 400,000,000;    

     3.  To vote on a proposed amendment to the 2000 Equity
Incentive Plan to increase by 33,000,000 the number of shares of
common stock reserved for issuance thereunder and to increase
the annual grant limit to 10,000,000 shares for a plan
participant;    

     4.  To vote on a proposed amendment to the 1995 Director
Option Plan to increase by 7,150,000 the number of shares of
common stock reserved for issuance thereunder;

     5.  To vote on a proposed amendment to the 1995 Employee
Stock Purchase Plan to increase by 3,700,000 the number of
shares of common stock reserved for issuance thereunder;    

     6.  To amend the Company's Amended and Restated Certificate
of Incorporation to authorize the Board of Directors, subject to
limitations prescribed by law to classify the previously
authorized 5,000,000 shares of Preferred Stock into series of
preferred shares in which the Board may fix the designation,
powers, preference and rights of the shares for each such
series, and the qualification, limitations or restrictions
thereof;     

     7.  To ratify the appointment by the Board of Directors of
KPMG LLP as independent auditors to audit the financial
statements of the Company and its consolidated subsidiaries for
the fiscal year ending December 31, 2002; and     

     8.  To transact such other business as may properly come
before the Annual Meeting or any adjournment thereof.

Stockholders of record on July 15, 2002 will be eligible to vote
at this meeting. Only stockholders of record at the close of
business on such date will be entitled to notice of and to vote
at the meeting.

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

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


CHART INDUSTRIES: Will Publish Second Quarter Results on Monday
---------------------------------------------------------------
Chart Industries, Inc., (NYSE:CTI) will release its 2002 second-
quarter earnings on Monday, August 5, 2002, after the market
close. The release will be issued via newswire and will also be
available at the Chart Web site, http://www.chart-ind.com

A conference call to discuss the second-quarter results will
begin at 10:00 a.m. Eastern Daylight Time on Tuesday, August 6,
2002. The call can be accessed by dialing 888-792-1079 or 703-
871-3092. Participants are asked to call the assigned number
approximately 10 minutes before the conference call begins.

A replay will be available at approximately 1:00 p.m. on
Tuesday, August 6, and will run until 11:59 p.m. on Monday,
August 12. The replay can be accessed by dialing 888-266-2081 or
703-925-2533. The access code is No. 6116407.

The call will also be available both live and replayed via the
Internet at the Chart Web site.

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

                         *    *    *

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

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

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


COEUR D'ALENE MINES: Signs-Up KPMG to Replace Arthur Andersen
-------------------------------------------------------------
On July 22, 2002, Coeur d'Alene Mines Corporation advised the
firm of Arthur Andersen LLP that Arthur Andersen LLP would no
longer serve as the Company's independent accounting firm.
Arthur Andersen LLP had served in that capacity since October
1999. The Company's determination reflected the fact that on
June 15, 2002, the Securities and Exchange Commission announced
that Arthur Andersen LLP had informed the Commission that it
will cease practicing before the Commission by August 31, 2002.

Arthur Andersen's report dated February 15, 2002, stated that
the financial statements included in the Company's Annual Report
on Form 10-K for the year ended December 31, 2001, had been
prepared assuming that the Company will continue as a going
concern.

On July 22, 2002, Coeur d'Alene Mines Corporation engaged the
independent accounting firm of KPMG LLP, to serve as its new
auditing firm.

The decision to change independent accountants was approved by
the Audit Committee of the Company's Board of Directors.

The Company states that although it has made reasonable efforts
to obtain a letter from Arthur Andersen LLP indicating its
agreement or disagreement with the statements made by the
Company in its Form 8-K advising the SEC of the change in
accounting firms, the letter has not be obtained.


COMDISCO INC: GECC Says Plan Must Provide for Retention of Liens
----------------------------------------------------------------
General Electric Capital Corporation is the holder of secured
claims totaling $11,264,249, filed against Comdisco, Inc., and
its debtor-affiliates.

Alexander Terras, Esq., at Quarles & Brady, in Chicago,
Illinois, suggests that the Plan appears to be inconsistent with
the Disclosure Statement.  General Electric objects to the Plan
to the extent that it does not pay the present value of its
secured claims.

Mr. Terras tells the Court that the Disclosure Statement
provides that, after the Effective Date, the Reorganized Debtors
intend to continue making the required payments under the
discount lease receivables as they come due in the ordinary
course of business. If they sell the lease or equipment
underlying a discount lease receivable, the Debtors will either
pay the remaining amount owed under the discount lease
receivable or assign the obligation to the purchaser of the
underlying lease.  The Plan, on the other hand, provides that
unimpaired secured creditors will have their claims Reinstated,
receive cash equal to the amount of the secured claim or receive
treatment that will not impair the secured holders.  Mr. Terras
asserts that General Electric is entitled to know whether their
secured claims will be Reinstated or not.  The standard of
"other treatment that will not impair the holder" is:

    -- vague,

    -- arguably not the same as Reinstatement, and

    -- not consistent with in fact being unimpaired under the
       Code.

Mr. Terras contends that General Electric is entitled to the
allowed amount of their secured claim or to the "indubitable
equivalent" of their secured claim.

Furthermore, General Electric objects to the Plan on the ground
that it does not provide for the retention of their liens.  At a
minimum, the Plan needs to provide expressly for the retention
of General Electric's liens.

Thus, General Electric asks the Court to confirm the Debtors'
Plan only if it provides for the reinstatement of their secured
claims and if it provides that they will retain their liens.
(Comdisco Bankruptcy News, Issue No. 32; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


CONTOUR ENERGY: Files Plan and Disclosure Statement in Texas
------------------------------------------------------------
Contour Energy Co., and its debtor-affiliates filed their Joint
Plan of Reorganization and the accompanying Disclosure Statement
in the U.S. Bankruptcy Court for the Southern District of Texas.
Full-text copy of the Disclosure Statement is available for a
fee at:

  http://www.researcharchives.com/bin/download?id=020723232915

The Plan provides that the Reorganized Debtors will remain in
business with a reorganized capital structure. Funding for the
Reorganized Debtors will be provided through the issuance by
Reorganized Contour's New Senior Notes and borrowings by the
under the Revolving Credit Facility.

Pursuant to the Plan, Allowed Other Secured Claims will be paid
in full on the Effective Date or reinstated. Allowed General
Unsecured Claims will be paid in full in Cash without interest
by the Reorganized Debtor; provided that in the event the
aggregate amount of the Allowed General Unsecured Claims is
greater than $1,000,000, the holder of each Allowed General
Unsecured Claim will receive its Pro Rata Share of that amount.
Allowed Administrative Expense Claims, Allowed Professional
Compensation and Reimbursement Claims, Allowed Priority Tax
Claims, Allowed Other Priority Claims and Allowed Senior Notes
Claims will also be paid in full.

Additionally, the Senior Notes and Senior Indenture will be
discharged. Each holder of a Subordinated Note will receive 100
shares of Reorganized Contour Common Stock for every $1000 in
principal amount of such Subordinated Note. Each Person who is a
holder of Contour Common Stock Equity Interests on the
Distribution Record Date will receive on the Effective Date, its
Pro Rata Share of $750,000.

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


CORNERSTONE PROPANE: Taps Greenhill as Restructuring Advisors
-------------------------------------------------------------
The Board of Directors of CornerStone Propane Partners, L.P.
(NYSE: CNO), announced the appointments of Curtis G. Solsvig III
as Chief Executive Officer and Robert S. Everett as Chief
Restructuring Officer, effective immediately. These appointments
follow the departures of Keith G. Baxter, the Partnership's
former President and Chief Executive Officer, and Charles J.
Kittrell, the Partnership's former Executive Vice President and
Chief Operating Officer.  Messrs. Baxter and Kittrell are
expected to each continue to work with the Partnership and its
new management team during the management transition.

Messrs. Solsvig and Everett are principals at Everett & Solsvig,
Inc.  E&S is a consulting firm with expertise in providing
interim management resources to companies evaluating
restructuring options.

The Partnership also announced that it has retained Greenhill &
Co., LLC, an investment banking firm, to advise the Partnership
on possible restructuring alternatives and other strategic
options.

CornerStone Propane Partners, L.P., is a master limited
partnership. The Partnership is one of the nation's largest
retail propane marketers, serving approximately 440,000
customers in more than 30 states. For more information, please
visit its Web site at http://www.cornerstonepropane.com

As previously reported, Cornerstone Propane's March 31, 2002
balance sheet shows that the company's total current liabilities
exceeded its total current assets by about $11 million.


COVANTA: Court to Consider Canadian Imperial's Motion on Aug. 27
----------------------------------------------------------------
In a Court-approved Stipulation, Covanta Energy Corporation, its
debtor-affiliates and Canadian Imperial agree that:

  (a) The hearing of the Motion [to impose the Final DIP
      Financing Order] will be on August 27, 2002 at 2:00 p.m.
      instead of July 10, 2002;

  (b) The filing of response to the Motion is extended to July
      30, 2002 at 5:00 p.m.;

  (c) Canadian Imperial shall reply to the objections on or
      before August 20, 2002;

  (d) The parties agree that this matter will be treated as a
      "contested matter" within the meaning of Bankruptcy Rule
      9014 and Local Bankruptcy Rule 9014-1;

  (e) Only the Reply and those Responses that are timely filed,
      served and received will be considered by the Bankruptcy
      Court at the Hearing; and

  (f) The Bar Date for Canadian Imperial, the Canadian Loss
      Sharing Lenders and the prepetition lenders is extended
      until September 30, 2000 at 4:00 p.m.

                            *    *    *

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

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

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

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

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

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

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

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

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

Accordingly, Canadian Imperial asked the Court to:

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

  (b) confirm that the resulting amount of the Tranche C
      Loan to the Debtors is the same as the amount of the loss
      sharing payment to the Canadian Loss Sharing Lenders in
      respect thereof. (Covanta Bankruptcy News, Issue No. 10;
      Bankruptcy Creditors' Service, Inc., 609/392-0900)   


CROWN AMERICAN: Fitch Revises Outlook on B+ Rating to Stable
------------------------------------------------------------
Fitch Ratings has affirmed the 'B+' rating on Crown American
Realty Trust's $124 million preferred stock and revised its
Rating Outlook to Stable from Negative.

The rating action reflects Crown's increased fixed charge
coverage ratios over recent years and an improved capital
structure following a successful $47 million net equity issuance
in June 2002. Proceeds from the equity offering are expected to
be invested into acquisition and expansion activity, including
Crown's recently announced Valley View Mall acquisition in La
Crosse, Wisconsin. Fitch anticipates that the added contribution
to EBITDA from these newly acquired properties would continue to
support or enhance fixed charge coverage, after considering the
incremental debt service that such fully leveraged acquisitions
would include.

Fitch's ratings also acknowledge Crown's moderate near-term debt
maturities, minimal new development exposure and stable
operating performance. Operating performance for the second
quarter 2002, released earlier this week, remained positive
despite the weakened economy. Same-store net operating income
(NOI) grew by a 3.6% rate on a year-over-year basis and
occupancy increased to 86% from 84% the year prior. Comparable
mall shop sales in the Crown portfolio are up 1.4% to $270 per
square foot on a trailing twelve month basis.

Fitch's primary credit concern is Crown's highly constrained
financial flexibility, which is limited by a fully encumbered
asset base, most of which have mortgage prepayment penalties and
transfer provisions limiting Crown's ability to refinance or
sell assets as a source of capital. Crown has historically
experienced high capital expenditures associated with mall
renovations and leasing activity, which totaled more than $200
million over the past five years, although capital expenditure
needs are expected to be more moderate going forward.

Funding capacity is also limited by Crown's high dividend payout
ratio, which was at 100% of cash flow after capital expenditures
for the most recent quarter. Notwithstanding these concerns,
near-term liquidity is supported by cash and lender-required cap
ex reserves, which as of mid-year 2002 totaled $6 million and
$11 million, respectively. Long-term, Crown's ability to enhance
liquidity will be tied closely to the eventual refinancing of
its secured $175 million bank credit facility-under which there
is presently $100 million drawn against the $149 million
borrowing base limit-due in 2004 and a $454 million REMIC
maturing in 2008.

Fitch's credit opinion is also tempered by anchor tenant and
geographic concentrations. Sears (rated 'A-', Rating Outlook
Stable by Fitch) and JCPenney (rated 'BB', Rating Outlook
Stable) together account for 42% of Crown's total anchor area
and 9% of total revenues. While the portfolio's anchor tenant
lineup is considered appropriate for Crown's predominantly
middle market trade areas, anchor retenanting efforts could be
constrained by moderate trade area income levels and job growth.
Geographically, the Crown portfolio draws approximately 60% of
its annual net operating income (NOI) from Pennsylvania and the
remainder from other secondary and tertiary markets in the Mid-
Atlantic and Southeastern states.

For the second quarter 2002, Fitch estimates EBITDA/Interest
coverage at 2.1 times and fixed charge coverage at 1.4x,
adjusted for preferred distributions, straight-line rents,
recurring capital expenditures and capitalized interest. Debt
leverage stands at 54% of undepreciated book capitalization (57%
at market capitalization), all of which is secured debt, with
preferred securities representing another 10% of the capital
structure.

Crown American is a $1.3 billion (undepreciated book) owner and
manager of regional mall properties located predominantly in the
Mid-Atlantic states. The portfolio consists of 26 wholly-owned
malls and one partially owned mall totaling 16 million square
feet of gross leasable area.


DIMAC DIRECT: Liquidating Chapter 11 Plan Effective on July 10
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware confirmed
Dimac Direct, Inc.'s Second Amended Chapter 11 Liquidating Plan.
The Plan took effect on July 10, 2002.

On the Effective Date of the Plan, each holder of an Allowed
General Unsecured Claim in Class 4 received, in full
satisfaction of its Allowed General Unsecured Claim, a Pro Rata
Share of $150,000 of available cash.

DIMAC Direct, a direct mail services and products subsidiary of
DIMAC Marketing Partners, Inc., filed for chapter 11 protection
on August 2, 2001 in the U.S. Bankruptcy Court for the District
of Delaware. Neil B. Glassman, Esq., Steven M. Yoder, Esq., and
Elio Barrilea Jr., Esq., at The Bayard Firm represent the
Debtors in their restructuring effort. When the company filed
for protection from its creditors, it listed an estimated debt
of more than $100 million.


DOMAN INDUSTRIES: Continuing to Evaluate Strategic Alternatives
---------------------------------------------------------------
Rick Doman, President & CEO of Doman Industries Limited,
announced the Company's second quarter results.

                            Sales

Sales in the second quarter of 2002 were $158.2 million compared
to $214.8 million in the second quarter of 2001. Sales in the
first six months of 2002 were $290.0 million compared to $434.7
million for the same period in 2001.

Sales in the solid wood segment decreased to $122.8 million in
the current quarter from $150.3 million in the same period of
2001 as a result of lower sales volumes for both lumber and
logs. For the six months year to date, sales in the solid wood
segment were $225.5 million compared to $275.5 million for the
same period in 2001. Pulp sales in the second quarter of 2002
decreased to $35.4 million from $64.5 million in the same period
of 2001 as a result of lower sales volumes and prices for both
NBSK and dissolving sulphite pulp. For the six months year to
date, pulp sales were $64.5 million compared to $159.2 million
for the same period in 2001.

                           EBITDA

EBITDA in the second quarter of 2002 was $22.9 million compared
to a loss of $3.4 million in the immediately proceeding quarter
and $10.9 million in the second quarter of 2001. EBITDA for the
solid wood segment in the second quarter of 2002 was $32.7
million compared to $7.2 million in the first quarter of 2002
and $20.4 million in the second quarter of 2001. EBITDA for the
second quarter of 2002 included a recovery of $13.7 million
representing the reversal of accruals for countervailing and
antidumping duties booked in 2001 and the first quarter of 2002
which were not required following a ruling by the U.S.
International Trade Commission in May. However, as a result of
that ruling, cash payments are required for shipments of
softwood lumber into the U.S. after May 22 and for the period
May 22 to June 30, the Company accrued and recorded $4.2 million
as a reduction to net sales. As a result of the softwood lumber
trade dispute and to manage inventory and working capital
levels, the Company continued to take extensive downtime in its
sawmill and logging operations. The average lumber price was
$530 per mfbm in the second quarter compared to $519 per mfbm in
the previous quarter and $503 per mfbm in the second quarter of
2001.

EBITDA for the pulp segment in the second quarter of 2002 was a
loss of $7.0 million compared to a loss of $8.9 million in the
immediately proceeding quarter and a loss of $8.2 million in the
second quarter of 2001. Both pulp mills took extensive market
related shutdown in the second quarter, although less than in
the first quarter, as a result of improving NBSK prices. Our
Squamish mill produced 33,143 ADMT in the second quarter of 2002
compared to 28,343 in the first quarter, while our Port Alice
dissolving sulphite pulp mill produced 15,089 ADMT in the second
quarter of 2002 compared to 11,418 ADMT in the immediately
proceeding quarter.

Cash flow from operations in the second quarter of 2002, before
changes in non-cash working capital, was a deficiency of $2.4
million compared to negative $14.2 million in the second quarter
of 2001. As a result, in part, of the payment in April of the
semi-annual interest payment on the Company's 8.75% US$388
million senior unsecured notes initially due on March 15, non-
cash working capital increased by $13.3 million in the second
quarter of 2002. This compares to a reduction in working capital
in the second quarter of 2001 which generated $18.5 million. As
a result, cash provided by operating activities in the second
quarter of 2002 was a deficit of $15.7 million compared to $4.3
million in the second quarter of 2001. After financing and
investing activities, the Company's cash balance at the end of
the second quarter of 2002 was $46.0 million.

                              Earnings

In the second quarter of 2002, the Company reported a net profit
of $36.0 million compared to a net profit of $5.3 million in the
second quarter of 2001. Earnings were impacted very
significantly in the second quarter of 2002 by a new accounting
standard recommended by the Canadian Institute of Chartered
Accountants, requiring that unrealized foreign exchange gains
and losses on long-term debt be included in earnings in the
period incurred rather than being amortized to earnings over the
remaining life of the debt. As the Canadian dollar strengthened
between March 31 and June 30, the new accounting standard
resulted in an exchange gain of $52.5 million, which was
credited to interest expense. 2001 amounts for interest expense
have been restated to reflect the adoption of the new accounting
standard that is more fully explained in the accompanying notes
to the financial statements. For the six months year to date,
the net loss was $3.4 million compared to a net loss of $39.9
million for the same period in 2001.

                   Markets and Operation Review

Lumber prices in the U.S. as measured by SPF 2 x 4 lumber,
averaged approximately US $263 per mfbm in the second quarter of
2002 compared to US$296 per mfbm in the same period of 2001 and
US$268 per mfbm in the first quarter of 2002. Although lumber
prices have come off from the highs reached in the first
quarter, U.S. housing starts have remained strong with June
starts at a seasonally adjusted annual rate of 1,672,000.
Concern, however, exists as a result of the on-going softwood
lumber dispute and the impact of countervail and antidumping
duties, as well as the economic uncertainty arising out of the
recent volatility in U.S. and international financial markets.
Lumber prices in Japan remained weak during the second quarter
reflecting continuing poor economic conditions. Recent
strengthening of the yen may provide some economic relief. The
Company is participating in discussions with the British
Columbia provincial government on forest policy reforms aimed at
making the coastal forest industry more competitive. However,
the timing as well as the nature and impact of such changes on
the Company cannot be measured or predicted with certainty at
this time.

NBSK pulp markets improved in the second quarter with list
prices to Europe increasing from US$440 per ADMT in March to
US$480 per ADMT in June, with a further increase to US$500 per
ADMT announced effective July 1, 2002. Norscan producers' pulp
inventories have declined from 1.7 million tonnes at the end of
March 2002 to 1.3 million tonnes at June 30, 2002. If pulp
markets continue to strengthen, the Company expects that the
Squamish pulp mill will operate for the second half of the year
without the need for further market downtime. Strengthening
kraft markets will have a positive effect on the dissolving pulp
market. However, some further production curtailments will be
necessary at our Port Alice pulp mill in order to keep
inventories in line with customer orders.

As a result of the negative impacts of the softwood lumber
dispute on its solid wood business and its high debt levels, the
Company is continuing to conduct a strategic review of
alternatives including, among other things, asset divestitures
and restructuring of its indebtedness.


DOW CORNING: Reports Improved Financial Results for 2nd Quarter
---------------------------------------------------------------
Dow Corning Corp., reported consolidated net income of $46.4
million for the second quarter of 2002, ten percent higher than
the $42.1 million reported in same quarter of 2001, after
excluding unusual items in both periods. First half 2002 net
income was $69.3 million, 10 percent higher than the $63.2
million reported in the first half of 2001, after excluding
unusual items in both years.

Second quarter 2002 sales were $649.7 million, six percent
growth over sales of $615.5 million in last year's second
quarter. First half 2002 sales were $1.23 billion, a two percent
decline from sales of $1.26 billion in the same period last
year.

Including unusual items, Dow Corning reported consolidated net
income of $40.0 million for the second quarter of 2002 and $31.5
million for the first half of 2002. Unusual items consisted of
restructuring costs in 2002, implant insurance settlements in
2001, and Chapter 11 interest expense adjustments in 2001.

"Sales growth resumed in the second quarter, but the upturn has
been mild," said Dow Corning's vice president for planning and
finance and chief financial officer Gifford E. Brown.
"Profitability has also improved, reflecting the successful
implementation of our restructuring efforts."

Dow Corning -- http://www.dowcorning.com-- develops,  
manufactures and markets diverse silicon-based products and
services, and currently offers more than 7,000 products to
customers around the world. Dow Corning is a global leader in
silicon-based materials with shares equally owned by The Dow
Chemical Company (NYSE: DOW) and Corning Incorporated (NYSE:
GLW). More than half of Dow Corning's sales are outside the
United States.

As reported in the February 5, 2002, edition of the Troubled
Company Reporter, the United States Court of Appeals for the
Sixth Circuit published two opinions.  One opinion said that Dow
Corning's Plan of Reorganization may give claimants outside the
United States inferior treatment.  The second opinion remanded
Dow Corning's chapter 11 cases back to District Court Judge Hood
with instructions to make additional findings of fact that
"unusual circumstances" exist that warrant granting non-
consensual releases to Dow Chemical Company, Corning,
Incorporated, and various insurance companies, under Dow Corning
Corp.'s Amended Joint Plan of Reorganization.  Dow Corning filed
for bankruptcy in 1995.  It's Plan, paying commercial claims in
full with interest and establishing a $3.2 billion silicone
claim settlement facility, was confirmed years ago.  Dow Corning
has stopped predicting when appeals from the confirmation order
will end and when the Effective Date will occur.


E.SPIRE COMM: Has Until Sept. 30 to Make Lease-Related Decisions
----------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Delaware, e.spire Communications, Inc., and its debtor-
affiliates obtained an extension of their Lease Decision Period.  
The Court gives the Debtors until September 30, 2002 to elect
whether to assume, assume and assign, or reject unexpired
nonresidential real property leases.

e.spire Communications, Inc., is a facilities-based integrated
communications provider, offering traditional local and long
distance internet access throughout the United States. The
Company filed for chapter 11 protection on March 22, 2001.
Domenic E. Pacitti, Esq., Maria Aprile Sawczuk, Esq., and Mark
Minuti at Saul Ewing LLP represents the Debtors in their
restructuring effort.


EISBERG FINANCE: Fitch Keeping Watch on Low-B & Junk Ratings
------------------------------------------------------------
Fitch Ratings has placed the class C and class D notes of
Eisberg Finance Ltd., on Rating Watch Negative. The class C
notes are currently rated 'B' and the class D notes are
currently rated 'CCC'.  

Eisberg is a synthetic balance sheet CDO established by UBS AG,
London Branch to provide credit protection on a $2.5 billion
portfolio of investment grade, corporate debt obligations.

The following securities have been placed on Rating Watch
Negative:

     -- $41,250,000 class C-1 floating-rate notes 'B';

     -- $22,500,000 class C-2 fixed-rate notes 'B';

     -- $15,000,000 class D floating-rate notes 'CCC'.

Fitch's rating action reflects the deterioration in credit
quality of several of the underlying assets as well as higher
than expected credit protection payments under the credit
default swap agreement with UBS. As a result there is a
diminished level of credit enhancement for the notes.


ELEC COMMS: Auditors Raise Doubt About Ability to Continue Ops.
---------------------------------------------------------------
eLEC Communications Corp., is a full-service telecommunications
company that focuses on developing integrated telephone service
in the emerging competitive local exchange carrier industry. It
offers small businesses and residential consumers an integrated
set of telecommunications products and services, including local
exchange, local access, domestic and international long distance
telephone, and a full suite of features including items such as
three-way calling, call waiting and voice mail. It has built a
scalable operating platform that can provision a local phone
line, provide dial-tone to customers, read usage records, rate
phone calls for billing purposes, prepare monthly invoices to
customers, provide real-time on-line customer support services
at its inbound call centers, capture credit and collection data,
calculate gross margins for each line and perform any moves,
adds, changes and repairs that a customer requests. The Company
utilizes universal client technology so that employees and
agents can access its system from any personal computer using
any Internet browser.

Due to the changing capital environments during 2001 and eLEC's
inability to obtain sufficient capital to build both a CLEC and
an OSS that caters to a UNE-P and resale customer base, the
Company has begun to scale back operations as a CLEC and has
announced that it is considering third-party offers to purchase
its largest CLEC, Essex. The bulk of Company debt and accounts
payable, approximately $11,300,000 at May 31, 2002, resides in
Essex, and the Company believes the sale of Essex in its
entirety, or the sale of the principal assets of Essex, could
dramatically improve its balance sheet and its ability to
continue as both a CLEC and an OSS provider.

eLEC believes many CLECs have failed because they did not have
sufficient revenues to support the cost of operating the network
they built. The Company also believes other CLECs have failed
because they did not have the back-office systems necessary to
effectively support customer orders, service delivery, service
assurance, billing and collections in an efficient manner. While
eLEC has leased networks to avoid the high cost of building a
network and has focused its efforts on building its OSS, the
Company has not been able to bring its operations to a breakeven
point, and has been struggling with negative working capital for
more than one year, while its losses continue. Due to its
financial condition, it has been unable to apply funds for
effective marketing of customers, and it has been unable to
obtain the consent of its lender to the purchase of any customer
bases that it has proposed since its acquisition of Telecarrier
Services,Inc. in January 2000. To help conserve cash, the
Company has scaled back its telemarketing efforts, which it
believes is predictable as to costs and results, and moved to a
more cash-efficient agent model, which requires smaller cash
expenditures up front, but will make it more difficult to
predict the timing of when new customers will sign up for
service.

As a result of its financial condition, the Company is exploring
alternatives to preserve its OSS. Many of the potential
purchasers of all or part of Essex have indicated a desire to
utilize its OSS to serve their UNE-P and resale customers. In
addition to looking for a purchaser that will license its OSS,
the Company also has been in discussions regarding the licensing
of its OSS to companies that are seeking to purchase local
access lines, but are not currently a licensed CLEC. eLEC
believes there are a significant number of venture capital and
other investors that are seeking to capitalize on the
availability of local access lines from financially-troubled
CLECs that will need a local access platform that can support
customer orders, service delivery, service assurance, billing
and collections. eLEC hopes to be able to provide them with its
platform so that it can generate revenues from its OSS. There
can be no assurance that it will be successful in generating
third-party revenues from its OSS, or that it will be able to
satisfactorily dispose of Essex, or one or more of its other
subsidiaries on satisfactory terms.  Failure to sell Essex or
its assets and liabilities on satisfactory terms could cause
eLEC to seek to reorganize under applicable bankruptcy laws.
Even if it is successful in disposing of Essex, the Company
indicates that it still may be forced to reorganize under
applicable bankruptcy laws.

Net revenues for the six-month period ending May 31, 2002
deceased by approximately $1,122,000, or approximately 12%, to
approximately $8,176,000 as compared to approximately $9,298,000
reported for the six-month period ending May 31, 2001. This
decrease is directly related to a decrease in the number of
customers, including its largest customer, and number of access
lines that it bills each month. Its agents have been concerned
about who will be the new owner of Essex, and they have not been
as productive in signing up new accounts for Essex because they
want to wait and evaluate any completed transaction. eLEC's
limited telemarketing has remained effective in attracting the
expected number of new accounts, based upon how many hours it
dials. However, as discussed above, its financial condition has
not allowed it to spend the marketing dollars it needs to obtain
new customers to replace the customers that it has lost.

Gross profit for the six-month period ending May 31, 2002
decreased by approximately $725,000 to approximately $2,691,000
from approximately $3,417,000 reported for the six-month period
ending May 31, 2001, and the gross profit percentage decreased
to 32.9% from 36.7% reported in the prior fiscal period. The
change in gross profit is attributable to the decrease in
customer base.

At May 31, 2002, eLEC had cash and cash equivalents available of
approximately $675,000, and negative working capital of
approximately $9,573,000. The negative working capital is due in
part to the reclassification of debt with its principal lender
on its balance sheet. The full amount of borrowings from the
lender, amounting to $2,417,225, was classified as a current
liability at May 31, 2002 because of certain covenant violations
in the loan agreement.

The report of the independent auditors on eLEC's 2001 financial
statements indicates there is substantial doubt about the
Company's ability to continue as a going concern. Management
anticipates that, without the sale of a significant potion of
its assets, eLEC must raise up to $5 million to meet the cash
requirements needed to continue operations. Given the current
market price of its stock and the current market conditions in
the telecom sector, it is doubtful it will be able to obtain
such funding when needed, or that such funding, if available,
will be obtainable on acceptable terms. The Company is thus
attempting to divest some of its customer base or one or more of
its operating subsidiaries in order to improve its financial
condition. The failure to raise the necessary funds to finance
operations will have an adverse effect on the Company's ability
to carry out its business plan. The inability to carry out this
plan may result in the continuance of unprofitable operations,
and the eventual shut down of vendor credit facilities, which
would adversely affect its ability to continue operating as a
going concern. eLEC failed to enter into an agreement by the May
31, 2002 date for the sale of Essex or a significant portion of
its assets, and consequently it is in default under its
forbearance agreement with RFC. Moreover, its lender has asked
for repayment of its entire debt facility by August 15, 2002.
The lender has verbally notified the Company that it has agreed
to an offer from a third party to purchase Essex. eLEC needs
lender approval to sell Essex, or the assets of Essex. It is
working to close a transaction that will pay off the lender and
various other liabilities. However, the Company says that it
cannot be certain that it will be able to complete a sale or pay
off the lender in the time frame allotted to it.


ENRON CORP: Home Depot Gets OK to Terminate Energy Service Pacts
----------------------------------------------------------------
Home Depot USA, Inc., entered into various energy agreements
with Enron Energy Services, Inc.:

    (a) Amended and restated Master Electric Energy Services and
        Sales Agreement, dated June 18, 2001; and

    (b) California Transactions numbered 001, 002, and 003,
        pursuant to the Master Agreement.

Notwithstanding EESI's Chapter 11 filing in early December 2001,
EESI has continued to sell power to Home Depot under the Energy
Contracts.  Postpetition, EESI has continued to schedule and
deliver, and Home Depot has accepted, electric power to the
facilities governed by the Energy Contracts.

Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, relates that
EESI sold the power to Home Depot in reliance on the fact that
Home Depot did not attempt to exercise any purported termination
rights in the Energy Contracts based upon EESI's Chapter 11
filing.  EESI, Ms. Gray relates, thinks the Energy Contracts are
existing, valid, and binding obligations.  Ms. Gray also points
out that, on April 4, 2002, Home Depot provided EESI with its
consent to the assumption and assignment of the Texas
Transaction Agreements as part of the sale transaction with
Constellation Power Source, Inc.  In the Consent, Home Depot
explicitly stated that, "all other Transactions and contracts
between Home Depot and EESI, including the Master Agreement
itself, will remain in place."

That may be, Mark M. Maloney, Esq., at King & Spalding in
Atlanta, says, but Home Depot wants to terminate the contracts
and has the legal right to do so under Section 556 of the
Bankruptcy Code.  That section of the Bankruptcy Code provides
that, "the contractual right of a ...forward contract merchant
to cause the liquidation of a ...forward contract ... shall not
be stayed, avoided, or otherwise limited by operation of any
provision of this title or by the order of a court in any
proceeding under this title."  Home Depot is entitled to
liquidate transactions under the termination provisions of the
Master Agreement and is further entitled to the rights under,
and protections afforded by, Section 556, among other sections,
of the Bankruptcy Code.  The filing of a bankruptcy petition
constitutes an event of default under Section 3.1 of the Master
Agreement.  Pursuant to its liquidation rights under the Master
Agreement and Section 556 of the Bankruptcy Code, Home Depot, as
a forward contract merchant, is entitled to terminate the
California Transactions.

Home Depot hasn't brought a legal question before the Bankruptcy
Court, Ms. Gray responds.  The core issue is that the Contracts
are profitable to Enron and Home Depot wants to terminate them
to get a cheaper price elsewhere.  Home Depot, Ms. Gray argues,
should not be released from the Contracts and should not be
permitted to deprive Enron's estates and creditors of the value
of a good business deal.

                       *     *     *

Judge Gonzalez approves a Stipulation resolving the Conflict of
the Debtors and Home Depot.  The Stipulation contains these
terms:

    (a) As of July 30, 2002, the Master Agreement and all
        Transaction Agreements shall be deemed rejected pursuant
        to Section 365 of the Bankruptcy Code.  On that date the
        Master Agreement and all Transaction Agreements shall
        terminate and have no further force or Effect;

    (b) In consideration of the Stipulations, Home Depot agrees
        to pay EESI the sum of $3,200,000 no later than July 30,
        2002.  The payment shall be by wire transfer in
        immediately available United States funds to:

            Citibank, N.A.
            New York, New York
            ABA: 021000089
            Credit: Enron Energy Services, Inc.
            Account 30469694

    (c) Home Depot agrees to waive and release EESI and all of
        its affiliated debtor entities from any and all claims,
        clauses of action, suits, debts, liens and liabilities
        of any kind that it may have against the EESI Released
        Entities arising out of or related to the Master
        Agreement or the Transaction Agreements, including
        claims arising out of the rejection of the Agreements.  
        EESI and all of its affiliated debtor entities agree to
        waive and release Home Depot from any Claim that it may
        have against the Home Depot Released Entities arising
        out of or related to the Master or the Transaction
        Agreements other than claims for:

          (i) enforcement of this Stipulation and Order;

         (ii) accounts receivable owed by Home Depot to EESI for
              services rendered by EESI pursuant to the
              Agreements prior to the Switching Date applicable
              to each Transaction Agreement; and

        (iii) avoidance actions that EESI may have against Home
              Depot under Chapter 5 of the Bankruptcy Code.

        EESI and Home Depot each represent and warrant that as
        of July 30, 2002, neither party shall have assigned any
        Claims that would otherwise be released in this
        Stipulation.  EESI acknowledges and agrees that this is
        a full and final release applying to all unknown and
        unanticipated EESI Claims arising out of or related to
        the Master Agreement or Transaction Agreements, as well
        as those now known or disclosed.  Home Depot
        acknowledges and agrees that this is a full and final
        release applying to all known and unanticipated Home
        Depot Claims arising out of or related to the Master
        Agreement or Transaction Agreements.  Each of EESI and
        Home Depot waives all rights or benefits which it now
        has or may have in the future under the California Civil
        Code;

    (d) Except to the extent required to repay the DIP
        Obligations, EESI shall retain the payment until the
        earlier to occur of:

        -- agreement by and between EESI and the official
           committee of unsecured creditors to the release of
           the Payment; and

        -- further order of the Court; and

    (e) If Home Depot desired to be transferred to a competitive
        electricity service provider, Home Depot shall designate
        the supplier no later than August 2, 2002.  Failure to
        so designate a competitive electricity service provider
        shall entitle EESI to transfer Home Depot's electric
        service to the applicable utility distribution company
        providing "bundled" electric service without liability
        as a result thereof for any reason.  Each party agrees
        to cooperate will all reasonable requests of the other
        party with respect to the transfer of Home Depot's
        electric service requirements to "bundled" electric
        service or to any other competitive electricity service
        provider.  In the event that as of August 13, 2002, any
        competitive electricity service provider designated by
        Home Depot shall have failed to submit a "direct access
        service request" with respect to any Home Depot account
        service by EESI, EESI shall be entitled to transfer Home
        Depot's electric service for the account to the
        applicable utility distribution company providing
        "bundled" electric service without liability as a result
        for any reason.  Notwithstanding any other provisions of
        applicable law or any tariffs relating to the provision
        of "direct access", EESI shall not be obligated to
        provide any service under the Master Agreement or the
        Transaction Agreements or otherwise beyond September 14,
        2002 and Home Depot waives any and all Claims it may
        have for service beyond the Switching Date and the
        applicable price for electricity set forth in the
        Transaction Agreements shall apply with respect to
        electric service provided by EESI from and after the
        date of this Stipulation and Order up to and
        including the Switching date. (Enron Bankruptcy News,
        Issue No. 37; Bankruptcy Creditors' Service, Inc.,
        609/392-0900)

DebtTraders says that Enron Corp.'s 8.310% bonds due 2003
(ENRN03USS2) are trading at 11.5 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRN03USS2
for real-time bond pricing.


ENRON CORP: Avnet Inc. Seeks Stay Relief to Recoup Obligations
--------------------------------------------------------------
Under a December 2000 Master Agreement For Design, Installation,
and Support Services, Avnet Inc., successor-in-interest to Kent
Electronics Corporation, agreed to design, construct and install
certain equipment, wiring and computer systems at Enron Center
South's offices located at 1500 Louisiana Street in Houston,
Texas.

According to Joshua W. Cohen, Esq., at Cummings & Lockwood, LLC,
in New Haven, Connecticut, the Agreement contemplates that all
materials and equipment purchased under the Agreement would be
owned by Enron Center South.

But when Kent invoiced Enron Center South for the materials,
equipment and services it provided prepetition, Enron Center
South did not make the payments.  Presently, Enron Center South
owes Kent $4,772,664 on account of prepetition invoices.

By this motion, Kent seeks relief from the automatic stay to
allow it to recoup certain mutual obligations with the Debtors.
Kent wants to liquidate the materials and equipment currently in
its possession and reduce the Debtors' obligation under the
Agreement through the proceeds from the liquidation of the
materials and equipment.

Kent had also asked the Debtors to either assume or reject the
Agreement to mitigate any damages that Kent may suffer.  These
demands fell on deaf ears.

If the Court finds that recoupment is not proper in this case,
Mr. Cohen suggests that the Court lift the stay to setoff its
obligations to provide the Debtors with the materials and
equipment in its possession against the Debtor's obligations to
pay for the materials, equipment and services provided.

Unless Kent liquidates the property in its possession, Mr. Cohen
submits that the value of that property will continue to
depreciate, resulting in little or no value to Kent, to the
estate and to the Debtors.  Mr. Cohen asserts that the best
opportunity to reduce the claim pool in this case is to permit
Kent to liquidate the equipment and materials in its possession
immediately and to setoff the liquidation proceeds against the
amounts due and owing from the Debtor to Kent under the
Agreement. (Enron Bankruptcy News, Issue No. 37; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ENRON CORP: Ron Haddock Elected to Board of Directors
-----------------------------------------------------
The Enron Corp. (ENRNQ) board of directors announced the
election of Ron W. Haddock to the company's board of directors.

Haddock, 61, was president and CEO of FINA, Inc. from 1989 until
his retirement in 2000. He joined FINA in 1986 as executive vice
president and COO and was elected to the company's board of
directors in 1987. Prior to joining FINA, Haddock held various
executive and managerial positions with Exxon Corporation,
including executive assistant to the chairman of the board, vice
president of Esso Eastern, and vice president for Exxon U.S.A.
refining. He currently serves as chairman of the board of
Trinity Industries S-Ventures Group, chairman of the board of
SepraDyne, and chairman of Alon Real Estate USA. Additionally,
Haddock serves on the boards of Alon Energy USA, Townsend-
Tarnell, Southwest Securities, Inc., Probex Corp., and The Adea
Group.

Haddock has a bachelor's degree in mechanical engineering from
Purdue University. He is a resident of Dallas.

Enron delivers energy and other physical commodities and
provides other energy services to customers around the world.
Enron's Internet address is http://www.enron.com

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


FLAG TELECOM: Has Until Nov. 8 to Remove Pending Civil Actions
--------------------------------------------------------------
Judge Allan L. Gropper extends until November 8, 2002, the time
within which FLAG Telecom Holdings Limited, and its debtor-
affiliates may remove pending civil actions to which they may be
parties.  The Court takes note of the Debtors' representation
that they know of no pending civil actions against them.

Civil actions are subject to removal under section 1452 of title
28 of the United States Code, which applies to claims relating
to bankruptcy cases.

Section 1452 provides:

  A party may remove any claim or cause of action in a civil
  action other than a proceeding before the United States Tax
  Court or a civil action by a governmental unit to enforce such
  governmental unit's police or regulatory power, to the
  district court for the district where such civil action is
  pending, if such district court has jurisdiction of such claim
  or cause of action under section 1334 of this title.

Conor D. Reilly, Esq., at Gibson, Dunn & Crutcher LLP, says the
Debtors' decision concerning whether to seek removal of any
particular civil action will depend on a number of factors,
including:

    (1) the importance of the proceeding to the expeditious
        resolution of the Debtors' Chapter 11 cases,

    (2) the time it would take to complete the proceeding in its
        current venue,

    (3) the presence of federal questions in the proceeding that
        increase the likelihood that one or more aspects thereof
        will be heard by a federal court,

    (4) the relationship between the proceeding and matters to
        be considered in connection with the plan, the claims
        allowance process, and the assumption or rejection of
        executory contracts, and

    (5) the progress made to date in the proceeding. In order to
        make the appropriate determination, the Debtors must
        analyze each Civil Action in light of these factors.

Mr. Reilly says the Debtors have not had sufficient opportunity
to review if they are parties to civil actions because their
efforts were initially directed at maintaining their business
operations and working toward forming a Chapter 11
reorganization plan. (Flag Telecom Bankruptcy News, Issue No.
12; Bankruptcy Creditors' Service, Inc., 609/392-0900)


FORBES MEDI-TECH: Nasdaq SCM Trading Commences Effective July 26
----------------------------------------------------------------
Forbes Medi-Tech Inc., (TSE:FMI and NASDAQ:FMTI) announced that
its application to transfer the listing of its common shares
from the Nasdaq National Market to the Nasdaq SmallCap Market
has been approved. The common shares will commence trading on
The Nasdaq SmallCap Market at the opening of business on July
26, 2002.

The Company has been afforded an additional grace period to
October 16, 2002 to meet Nasdaq's US$1.00 minimum bid
requirement, which may be extended by Nasdaq to April 14, 2003
if the Company continues to meet the initial listing criteria
for The SmallCap Market.

Forbes Medi-Tech Inc., is a biopharmaceutical company dedicated
to the research, development and commercialization of innovative
pharmaceuticals and nutraceutical products for the prevention
and treatment of cardiovascular and related diseases. By
extracting plant sterols from wood pulping by-products, Forbes
has developed cholesterol-lowering agents used both as
pharmaceutical therapeutics and functional food ingredients.


FRIENDLY ICE CREAM: Equity Deficit Down to $93 Mill. at June 30
---------------------------------------------------------------
Friendly Ice Cream Corporation (AMEX: FRN) reported net income
for the six-months-ended June 30, 2002 of $3.0 million, compared
to net income of $1.8 million for the six-months-ended July 1,
2001.

Total revenues for the six-months-ended June 30, 2002 were
$287.5 million compared to $277.5 million for the six-months-
ended July 1, 2001. Comparable restaurant sales increased 7.5%
in the first six months of 2002. Exclusive of non-recurring
gains, losses and write-downs, year-to-date income before taxes
was $4.5 million in 2002 as compared to a loss before taxes of
$3.2 million in 2001, an improvement of $7.8 million.

Net income for the three-months-ended June 30, 2002 was $4.6
million, compared to $5.0 million for the three-months-ended
July 1, 2001. Exclusive of non-recurring gains, losses and
write-downs, income before income taxes was $6.8 million in the
second quarter of 2002 compared to $4.2 million in 2001, an
improvement of $2.6 million or 60%. Included in the second
quarter 2001 results were $4.1 million in pre-tax gains from
franchise sales of restaurant operations and sales of other
property and equipment.

Comparable restaurant sales increased 6.4% in the quarter. Total
revenues for the second quarter ended June 30, 2002 were $156.0
million compared to $151.8 million for the second quarter of
2001.

"Comparable sales and operating results in 2002 continue to show
strong improvement as a result of strategic and marketing
initiatives," Donald N. Smith, Chairman and CEO of Friendly Ice
Cream Corporation said. "The current marketing campaign, 'You &
Me & Friendly's', continues to build on the strength of our
brand, maximizes the Company's 68-year ice cream heritage and
reminds our guests of all the good memories they associate with
Friendly's. Guest satisfaction is our top priority. We have
recently implemented a new training program with the goal of
100% guest satisfaction. In addition, management's financial and
corporate overhead restructurings, which were completed in
fiscal 2001, contributed to improved performance this year."

At June 30, 2002, the Companys's balance sheet shows a total
shareholders' equity deficit of close to $93 million, as
compared to $96 million recorded as of December 31, 2001.

              Strategic Execution Delivers Results

In the 2002 second quarter, pre-tax income in the restaurant
segment increased $1.1 million, or 10%, to $12.6 million, which
represents 10.3% of restaurant revenues, up from $11.4 million,
or 9.6% of restaurant revenues in the second quarter 2001. The
increase in pre-tax income and margin percentages for the
restaurant segment are the result of a 6.4% increase in
comparable sales, improved management control, reduced overhead
and the change in transfer pricing on sales from the Company's
foodservice segment to the restaurants. Partially offsetting  
these increases were higher costs for restaurant rent associated
with the December 2001 sales/leaseback transaction.

Pre-tax income for the Company's foodservice segment in the 2002
second quarter increased $0.2 million, or 4%, to $4.1 million,
which is 6.3% of foodservice revenues, compared to $4.0 million,
or 6.2% of foodservice revenues, in the prior year quarter. The
increase was mainly due to increased sales to franchisees and to
retail supermarket customers, reduced overhead and favorable
commodity prices. Partially offsetting these increases are
higher retail selling expenses and the change in inter-company
transfer pricing that resulted in a transfer of profit from the
foodservice segment to the restaurant segment.

Pre-tax income in the franchise segment decreased $0.2 million,
or 13%, in the 2002 second quarter to $1.6 million from $1.9
million in the prior year. The decrease is mainly due to $0.9
million in initial fees recorded in the 2001 second quarter from
the addition of 35 new franchise locations.

The reduction in initial fees was partially offset by increases
in royalty revenue resulting from increases in comparable
franchised restaurant sales and an increase in the number of
operating franchise locations compared to the prior year. At the
end of the 2002 second quarter, there were 159 franchise
restaurants as compared to 157 franchise restaurants at the end
of the 2001 second quarter.

Corporate expenses in the second quarter of 2002 decreased by
$1.5 million, or 12%, as compared to the second quarter of 2001
due to lower interest expense resulting from reduced debt levels
and due to overall reductions in staffing and related overhead
expenses.

Friendly Ice Cream Corporation currently owns and operates 390
restaurants, franchises 159 restaurants and six franchised cafes
and manufactures a full line of frozen desserts distributed
through more than 3,500 supermarkets and other retail locations
in 17 states with a high concentration in the Northeast.
Friendly's offers its customers a unique dining experience by
serving a variety of high-quality, reasonably-priced breakfast,
lunch and dinner items, as well as its signature frozen
desserts, in a fun neighborhood setting. Additional information
on Friendly Ice Cream Corporation can be found on the Company's
Web site at http://www.friendlys.com  


GLOBAL CROSSING: Court Okays Huron for Fin'l Consulting Services
----------------------------------------------------------------
Global Crossing Ltd., and its debtor-affiliates obtained
approval from the U.S. Bankruptcy Court for the Southern
District of New York for to employ and retain Huron Consulting
Group LLC to provide financial and bankruptcy consulting
services formerly provided by Arthur Andersen LLP.

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

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

Huron will provide the financial and bankruptcy consulting
services previously provided to the Debtors by Andersen,
including:

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

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

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

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

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

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

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

H. any other services as the Debtors or its counsel and Huron
   may mutually deem necessary. (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) are trading at about 1.125 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GBLX08USR1
for real-time bond pricing.


GOLDMAN INDUSTRIAL: Committee Balks At Bridgeport Asset Sale
------------------------------------------------------------
The Official Committee of Unsecured Creditors objects to Goldman
International Group, Inc.'s motion to sell substantially all of
the assets of Bridgeport Machines, Inc.

The Committee complains that the Debtors' motion was submitted
on an expedited basis without providing affected parties,
including the Creditors' Committee, with sufficient time prepare
a reasoned response.

The Committee's basic objection at this point is that the
process is not designed to maximize the value of the Bridgeport
assets.  The Committee relates that, up to now, the Debtor has
not received an acceptable bid representing the fair value of
the assets.  The Committee argues that Reiss Company LLC offered
the Debtor a ludicrous sum of $2,000,000 and explains that it
made this offer merely to become part of the bidding process and
that this number does not represent its final number.

The Debtor explains that the justification for the expedited
sale is the fact that the senior secured lenders will not be
willing to fund the cases "indefinitely."  This is certainly
true, but the lenders cannot be permitted to distort the
requirements for a sale of substantially all of the assets of
Debtor totally to reduce to an absolute minimum the time for
which financing is provided.  There is also no factual basis for
the position taken by the secured lenders, the Committee says.

Under all the circumstance, the benefit to the Debtor and the
estate of continuing the sale process until August 5, 2002 are
minimal, while the potential benefit to the estate is
substantial. Since this sale effectively constitutes the entire
liquidation of the Debtor and the de facto plan, the Committee
believes that it should not be accomplished in such a harried
and rushed manner. "The Debtor should have an opportunity to
effectively negotiate with all of the parties without the hammer
of an auction sale being held over its head," the Committee
explains.

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 proceeding.


ICG COMMS: Banks Extend Cash Collateral Use Until Oct. 31, 2002
---------------------------------------------------------------
The Royal Bank of Canada, as the Agent for the lenders under the
$200,000,000 Credit Agreement dated as of August 12, 1999, inked
a Stipulation with ICG Communications providing:

  -- for continued adequate protection of the Banks' prepetition
     liens,

  -- the Debtors' continued use of the Lenders' cash collateral,
     and

  -- modifying the exclusivity periods during which only the
     Debtors may file and solicit acceptances for a plan.

The parties ask Judge Walsh to put his stamp of approval on this
Stipulation to maintain the status quo, from a financing point-
of-view, through October 31, 2002.

Edward J. Kosmowski, Esq., at Young Conaway Stargatt & Taylor
LLP, representing the Lenders, remind Judge Walsh that ICG was
authorized to use cash collateral in December 2000, subject to a
budget and an agreement to maintain at least $95,000,000 in
blocked accounts.

On May 21, 2002, the Bankruptcy Code entered an order confirming
the Debtors' Second Amended Joint Plan.  But the Plan has not
been declared effective because certain conditions have not been
satisfied.  The Debtors have stated their intention to file a
modified Plan.

Among the transactions contemplated by the proposed modified
Plan is Madeleine LLC's and Morgan Stanley, Inc.'s $25,000,000
purchase of senior subordinated notes, called the "Subordinated
Cerberus Notes", and warrants.   The terms of the purchase will
be set out in a proposed Note and Warrant Purchase Agreement
among ICG Communications, Madeleine and Morgan Stanley.  The net
proceeds will be used, under the terms of the proposed modified
Plan, to repay certain indebtedness owed to the Lenders under
the Credit Agreement.

The Debtors have indicated that the transactions underlying the
modified Plan, including those contemplated by the Note and
Warrant Purchase Agreement, will be closed in escrow pending the
re-solicitation of votes on, and the confirmation of, the Plan
as modified.  The escrow termination, including release of the
escrowed funds, will be conditioned solely upon:

    -- the satisfaction of certain "technical conditions", and

    -- the entry of a Bankruptcy Court order confirming the
       modified plan before October 31, 2002 4:00 p.m. (New York
       Time).

The Debtors have requested permission to continue using the cash
collateral during the period in which they are seeking approval
of the Plan as modified in accordance with a second revised
budget.  The Lenders have consented to that use, subject to the
proviso that, to the extent that the revised budget indicates
that certain intercompany equipment lease payments are to be
accrued rather than paid, these intercompany accruals are to be
afforded superpriority claim status in accord with the terms of
the Final Order in December 2000.

The Lenders further require, as a condition for their consent to
the continued use of cash collateral, that at all times during
the use, the Debtors maintain in one or more accounts, each
subject to the first-priority lien and security interest held by
the Agent, not less than $90,000,000 in cash as security for
repayment of the sums owing the Lenders.

The Debtors have indicated that, in order to maintain operations
in the ordinary course of their business, they must maintain a
$10,000,000 balance in one or more bank accounts in the names of
Debtors that are not obligors under the Credit Agreement.

At the request of the Lenders, the Debtors have agreed to
maintain all their cash, other than the $10,000,000 operating
cash, in one or more bank accounts in the names of Debtors that
are obligors under the Credit Agreement, with each account
subject to the first-priority lien and security interest of the
Agent on behalf of the Lenders.  The Debtors have further agreed
that, to the extent that the Holdings Operating Cash exceeds
$10,000,000, they will transfer the excess to one or more of the
Debtor Obligors' bank accounts.

The Lenders have required as a further condition to the Debtors'
continued use of cash collateral that the Debtors consent to and
obtain an Order from Judge Walsh approving the Stipulation,
which includes a provision for automatic termination of the
bankruptcy stay with respect to the Agent and the Lenders only,
places limits on the exclusive periods for filing a plan and
soliciting acceptances, so that the Agent and the Lenders may
file a plan of reorganization, including a liquidating plan, in
the event that an order of the Bankruptcy Court confirming the
Debtors' proposed modified Plan is not entered on or before the
October date.

The Stipulation provides that:

    (1) The Debtors are authorized to use cash collateral in
        accord with the revised budget, and subject to the
        conditions of the account set-asides and transfers,
        up to October 31, 2002;

    (2) To the extent that the revised budget provides for
        accrual of intercompany equipment lease payments,
        rather than payment, or that any other intercompany
        post-petition claims are to arise in favor of any of
        the Debtor Obligors, these intercompany accruals are
        to be afforded superpriority claim status in accord
        with the Final Order of December 2000;

    (3) At all times during the Debtors' use of cash collateral,
        the Debtors must maintain, in one or more segregated
        accounts, subject to the first-priority lien and
        security interest of the Agent, an aggregate amount of
        not less than $90,000,000 in cash as security for
        repayment to the Lenders;

    (4) The Debtors must maintain all their cash, other
        than the Holdings Operations Cash, in one or more
        bank accounts in the names of Debtors that are obligors
        under the Credit Agreement, each subject to the
        first-priority lien and security interest of the Agent
        on behalf of the Lenders.  To the extent that the
        Holdings Operations Cash exceeds $10,000,000 at any
        time, the Debtors shall promptly transfer the excess
        to one or more of the Debtor Obligors' bank accounts;

    (5) In the event that an Order of the Bankruptcy Court
        confirming the Plan as modified has not been entered
        before the [October] Termination Date, the Debtors'
        exclusive periods for filing a plan and soliciting
        acceptances shall terminate automatically with respect
        only to the Agent and the Lenders to permit the Agent
        and Lenders to file a plan of reorganization,
        including a liquidating plan, with the Bankruptcy Court;

    (6) In the event that any of the Debtors shall fail to
        comply with any term of this Stipulation, the Final
        Cash Collateral Order will be in default, and the
        Debtors and the Lenders agree that the matter will be
        presented to the Court at an expedited hearing for
        determination of the parties' respective rights,
        including the Debtors' rights, if any, to continue
        the use of cash collateral;

    (7) In accordance with the Final Cash Collateral Order, the
        Debtors are to pay all unpaid out-of-pocket costs and
        expenses of the Agent and the Lenders, including
        professional fees incurred in connection with matters
        related to the Credit Agreement, the Lenders'
        collateral, and these bankruptcy cases, and the Debtors
        agree to pay these costs and fees that are outstanding
        within three days of their signature on the Stipulation;

    (8) The Debtors' use of cash collateral may be modified or
        extended upon written agreement among the Debtors and
        the Lenders upon notice to the Official Committee of
        Unsecured Creditors in these cases;

    (9) Unless the Debtors' use of cash collateral is extended
        or modified by agreement, that use will terminate on
        the Termination Date; however, in the absence of the
        Lenders' consent to an extension beyond the Termination
        Date, the Debtors may seek Judge Walsh's approval for
        the continued use of cash collateral on not less than
        two business days' written notice to the attorneys for
        the Agent and Lenders; and further provided that if the
        Debtors file a motion for the continued use of cash
        collateral not less than two business days before the
        Termination Date, and Judge Walsh has not heard the
        Motion before the Termination Date, the Debtors are
        authorized to continue to use cash collateral, but only
        in accordance with the Revised Budget, through and
        including November 10, 2002, or if a hearing is held
        prior to that date, through the date of the hearing;

   (10) Notwithstanding any to the contrary, the Lenders
        reserve the right at any time to seek to prohibit or
        further condition the Debtors' use of cash collateral on
        not less than two business days' prior written notice to
        counsel for the Debtors; and

   (11) Upon the Termination Date, the Debtors' exclusivity
        periods will terminate automatically with respect to the
        Agent and the Lenders only to permit the Agent and
        Lenders to file a plan of reorganization, including any
        liquidating plan, and solicit acceptances of that plan.

Based on the continuing diminution of the Debtors' cash, and the
timetable the Debtors have proposed for confirming the Plan as
modified, the Lenders believe that the terms and conditions of
the Stipulation, including modification of the exclusivity
periods, are fair and reasonable.

Marion M. Quirk, Esq., and Greg M. Galardi, Esq., at Skadden
Arps Slate Meagher & Flom, in Wilmington, Delaware, signed the
Stipulation on the Debtors' behalf. (ICG Communications
Bankruptcy News, Issue No. 27; Bankruptcy Creditors' Service,
Inc., 609/392-0900)  

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


IT GROUP: Court Okays Amendment to Chanin Capital's Engagement
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
Cases of IT Group, Inc., and its debtor-affiliates obtained
Court approval to amend certain terms of the employment and
retention of Chanin Capital Partners, LLC, the Committee's
financial advisors in these cases.

According to Anthony M. Saccullo, Esq., at The Bayard Firm in
Wilmington, Delaware, with the approval and consummation of the
Debtors' sale agreement with Shaw, the posture of these cases
changed to liquidating Chapter 11 cases.  Consequently, the
financial advisory services required of the Committee have
changed.

Mr. Saccullo submitted that the Committee and the Debtors have
discussed Chanin's role in these cases going forward and have
agreed to a modification of the terms of their compensation.
Specifically, they have agreed to replace the flat monthly fee
with an hourly rate structure.

Mr. Saccullo stated that, with the Court's approval, effective
as of May 1, 2002, Chanin would be compensated on an hourly
basis for its professional services up to a maximum of $150,000
per month.  In addition, Chanin will continue to be entitled to
reimbursement of actual and necessary expenses that it may
incur.

The primary professionals of Chanin who have performed or may
perform services under this new structure, their positions and
respective current hourly rates are:

          Professional          Position       Hourly Rate
        ----------------   -----------------   -----------
        Skip Victor        Managing Director      $650
        Brent Williams       Vice President        500
        David Macgreevey       Associate           350
        Robert White           Associate           350
        David Park              Analyst            250
        Lois Pillich            Analyst            250
(IT Group Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


KAISER ALUMINUM: Wants to Continue Employee Retirement Program
--------------------------------------------------------------
Together with the implementation of the Key Employee Program,
Kaiser Aluminum Corporation, and its debtor-affiliates want to
continue their Supplemental Employee Retirement Program (SERP)
for Key Employees.

Paul N. Heath, Esq., at Richards, Layton & Finger P.A. in
Wilmington, Delaware, tells the Court that the continued
implementation of the SERP is necessary in order for the Key
Employees' total package of compensation and benefits to remain
competitive with the pay packages provided by the Debtors'
competitors.

Mr. Heath relates that the SERP is an existing program,
established prepetition, that provides monthly supplemental
retirement benefits for employees who would suffer a loss of
benefits otherwise available under the Debtors' retirement plan
for salaried employees, based on Internal Revenue Code
limitations.  Under the SERP, eligible employees are entitled to
receive, upon retirement, the equivalent of the benefits they
would lose under the Debtors' retirement plans because of the
Tax Code limitations.  Supplemental retirement programs similar
to the SERP are also common for public companies.  About 66% of
the companies in the Debtors' industry and revenue range have
these programs.

The SERP benefit covers 25 Key Employees, 11 are vested
participants while 14 are deferred vested participants.  Any
eligible Key Employee whose voluntary termination occurs prior
to the Emergence Date -- other than normal retirement at age
62 -- will forfeit any benefits otherwise available under the
SERP.

Two Key Employees -- Executive Vice President for Corporate
Development Joseph Bonn and Executive Vice President & Chief
Financial Officer John LaDuc -- have separate retirement
agreements permitting them to retire on March 31, 2003 and
providing for the creation of trust funds over $4,000,000.

However, in response to comments received from the Creditors'
Committee, the Debtors have agreed to defer the projected
retirement dates for Mr. LaDuc and Mr. Bonn from March 31, 2003
to February 12, 2004.  Moreover, Messrs. LaDuc and Bonn are no
longer included in the Severance Plan or the Change in Control
Plan.  In consideration for these agreements by the Debtors and
Mr. LaDuc and Mr. Bonn, the Creditors' Committee has agreed not
to pursue any claims against the retirement trusts.

Mr. Heath reports that, as of December 31, 2001, the value of
the SERP was $6,400,000 and, with future accrual, is expected to
increase to $9,800,000 by December 31, 2004.  These amounts
include the $4,000,000 for Messrs. LaDuc and Bonn. (Kaiser
Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   

Kaiser Aluminum & Chemicals' 12.75% bonds due 2003 (KLU03USR1)
are quoted at 21 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KLU03USR1for  
real-time bond pricing.


KELLSTROM: New Entities Continue to Operate Under Old Trade Name
----------------------------------------------------------------
Following the completion of the court approved sale of the
aviation business of Kellstrom Industries, Inc., the new
corporate entities, Kellstrom Aerospace LLC and its two wholly-
owned subsidiaries, Kellstrom Commercial Aerospace, Inc., and
Kellstrom Defense Aerospace, Inc., will continue to conduct
business under the trade name Kellstrom Industries.

Employees and management remain substantially the same and
continue to conduct business from headquarters in Miramar,
Florida at 3701 Flamingo Road, as well as from the Company's
facilities worldwide. With the completion of the transaction
under previously disclosed terms, Kellstrom's aviation inventory
management business is now one of the most strongly capitalized
companies in the industry.

Inverness Aviation LLC, Sumitomo Bank of Japan, Key Principal
Partners, along with management are the new partners. A senior
secured debt facility agented by GE Capital is funding
Kellstrom's working capital requirements.

James C. Comis, III, Managing Director of Inverness, stated, "We
did considerable industry analysis and due diligence on
Kellstrom's business before investing in its future. We
determined that the management and employees of Kellstrom, under
a new corporate structure and with strong financial backing, are
in a position to build a prospering enterprise. Kellstrom will
continue to fulfill the mission critical needs of value-added
inventory management for its customers."

Inverness is a privately held investment firm, based in
Greenwich, Connecticut, which provides equity for acquisitions,
recapitalizations and companies seeking additional capital.
Inverness invests primarily in out-of-favor industries and has
experience investing in the aviation services industry.
Inverness manages private equity funds with over $350 million of
committed capital, provided primarily by large institutional
investors.

Zivi R. Nedivi, President and CEO of Kellstrom, stated, "With
the transaction behind us, we are more committed and focused
than ever on serving the needs of our customers and restoring
normalized relations with vendors. Particularly during the
current downturn in commercial aviation, we must all work as
partners rather than buyers and sellers to ensure the viability
and the ultimate prosperity of our respective enterprises.
Similarly, with regard to the defense business, we see a
promising future as major air forces are fostering greater
cooperation with their suppliers by subcontracting inventory
management to promote improved efficiencies of supply chain
management."

Kellstrom is a leading aviation inventory management company.
Its principal business is the purchasing, overhauling (through
subcontractors), reselling and leasing of aircraft parts,
aircraft engines and engine parts. Headquartered in Miramar,
Florida, Kellstrom specializes in providing: engines and engine
parts for large turbo fan engines manufactured by CFM
International, General Electric, Pratt & Whitney and Rolls
Royce; aircraft parts and turbojet engines and engine parts for
large transport aircraft and helicopters; and aircraft
components including flight data recorders, electrical and
mechanical equipment and radar and navigation equipment.

Kellstrom Industries filed for Chapter 11 Reorganization on
February 20, 2002, in the U.S. Bankruptcy Court for the District
of Delaware.


KEY3MEDIA GROUP: Undertaking Strategic Review of Operations
-----------------------------------------------------------
Key3Media Group, Inc., (NYSE: KME) is undertaking a strategic
review of its operations in response to the sustained economic
downturns being experienced in the information technology,
networking and trade show industries.

The Company will review its operations in detail in light of
recent market demand with a view to modifying its operating
structure as necessary to compete in the current operating
environment. All aspects of the Company's operations will be
reviewed, including its cost infrastructure and senior
management roles. The Company will continue to produce all of
its major events. Before any changes proposed as a result of the
strategic review may be implemented, they must be approved by
the board of directors of Key3Media Group, Inc.

Separately, the New York Stock Exchange announced that it will
suspend trading of Key3Media Group, Inc.'s common stock
commencing on Monday, July 29, 2002 and seek to delist the
shares from the exchange. The NYSE said it was taking this
action due to the abnormally low recent selling prices of the
shares. The Company has discussed these matters with the NYSE
and has decided not to challenge the NYSE's actions. The Company
intends to apply to have its shares included in the over-the-
counter bulletin board to facilitate future trading. A new
trading symbol for the Company's shares will be announced as
soon as it is available.

Key3Media Group, Inc., is the world's leading producer of
information technology tradeshows and conferences, serving more
than 5,300 exhibiting companies and 1.3 million attendees
through 60 events in 17 countries. Key3Media's products range
from the IT industry's largest exhibitions such as COMDEX and
NetWorld+Interop to highly focused events featuring renowned
educational programs, custom seminars and specialized vendor
marketing programs. For more information about Key3Media, visit
http://www.key3media.com


KNOLOGY INC: Commences Exchange Offer for 11-7/8% Discount Notes
----------------------------------------------------------------
Knology, Inc., has commenced an exchange offer for the 11-7/8%
Senior Discount Notes due 2007 issued by Knology's subsidiary,
Knology Broadband, Inc.  The exchange offer will expire at 5:00
p.m., New York City time, on August 22, 2002, unless extended by
the Company. Offers are made only by the Offering Circular and
Solicitation Statement for the exchange offer, which can be
obtained by calling MacKenzie Partners, Inc., the Information
Agent, at (212) 929-5500 (call collect) for banks and brokers or
(800) 322-2885 (toll- free) for all others. In addition, holders
of the Old Notes may contact Credit Suisse First Boston
Corporation, the Dealer Manager, at (212) 538-0653 (call
collect), attention David Alterman, with questions regarding the
exchange offer.

The Company, a facilities-based provider of bundled broadband
communications services to residential and business customers in
the southeastern United States, previously announced, on July
16, 2002, that it had reached an agreement in principle with an
informal committee of holders of the Old Notes on a
restructuring plan that would significantly reduce the Company's
debt. Broadband currently has outstanding $444.1 million
aggregate principal amount at maturity of Old Notes, of which
Valley Telephone Co., Inc., a wholly owned subsidiary of
Knology, owns $64.2 million. Including Valley, bondholders
representing 79.4% of the outstanding Old Notes have agreed to
the terms of the restructuring plan and to tender their Old
Notes as part of the restructuring. Knology is offering the
holders of Old Notes (other than Valley, whose Old Notes will be
canceled contingent upon a successful restructuring) an
aggregate of $193.5 million in principal amount of new 12%
Senior Notes due 2009 of Knology and shares of newly issued
convertible preferred stock representing approximately 19.3% of
Knology's outstanding shares of common stock, on an as-converted
basis, after giving effect to the restructuring plan. Of these
amounts, holders of Old Notes who are also existing stockholders
of Knology and who collectively own approximately $130.6 million
of Old Notes will be offered an aggregate of $47.3 million of
New Notes and approximately 14.4% of Knology's stock, and all
other holders of Old Notes (other than Valley), who collectively
own approximately $249.3 million of Old Notes, will be offered
an aggregate of $146.2 million of New Notes and approximately
4.9% of Knology's stock.

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

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


LTV CORP: Committee Backs New Allocation of Steel Sale Proceeds
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of LTV Steel
Company, Inc., backs LTV Steel's new allocation of the sales
proceeds.

Although there is little case law squarely addressing the proper
method of valuation in this circumstance, Amy M. Tonti, Esq., at
Reed Smith LLP, in Pittsburgh, Pennsylvania, believes that the
decision in the case of In re Arden Properties, Inc., 248 B.R.
164 (Bankr. D. Ariz. 2000) is applicable.  In that case, a
lender objected to a plan that classified a first-priority lien
as partially unsecured based on clean-up liability.  The lender
claimed it could foreclose its lien and reap its income stream
without incurring substantial EPA clean-up liability, or sell
the property to a third party which could obtain an exemption
from the liability.  The Arizona court held that there was no
credible evidence that the clean-up liability could be avoided
and upheld the bankruptcy court's reliance upon evidence of how
the market would value the contaminated property.  Ms. Tonti
notes that the parties objecting to the valuation is in the same
position as the secured lender in Arden.

To the extent that the objecting parties live in the communities
surrounding the Cleveland or Indiana Harbor facilities, Ms.
Tonti says, the sale of the facilities as on-going operations to
ISG has avoided an immediate public health issue.  To the extent
that the objectors are local taxing authorities, they now have a
revenue-producing owner from which to collect taxes.  To the
extent that the objectors hold mechanics' liens, they have the
opportunity to do business with an operating company.  Ms. Tonti
concludes that there is no credible evidence that, if Judge
Bodoh allowed a sale that did not include the assumption of the
environmental liability or permitted the immediate shutdown of
these facilities, the objectors would have received recovery of
their claims.

Under these circumstances, the Committee asks the Court to
approve LTV Steel's Amended Net Allocation.

                    Settlement with Mellon Bank

LTV Steel and Mellon Bank advises the Court they were able to
resolve Mellon Bank's limited objection through a stipulation.  
The parties agree that the Pickling Facility Lease has not been
re-characterized as a secured financing transaction.  Therefore,
Mellon Bank was not identified as a lienholder on the Lien
Schedule for Cleveland Works-Ohio.  Based on this stipulation,
Mellon Bank withdraws its limited objection.

                           *   *   *

The Court will convene the Allocation Hearing on August 6, 2002,
which will continue until completed. (LTV Bankruptcy News, Issue
No. 33; Bankruptcy Creditors' Service, Inc., 609/392-00900)

LTV Corporation's 11.75% bonds due 2009 (LTVC09USR1), an issue
in default, are trading at 0.5 cents-on-the-dollar, DebtTraders
says. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=LTVC09USR1


LEHMAN ABS: Fitch Lowers Series 1998-1 Classes B2 & B3 Ratings
--------------------------------------------------------------
Fitch Ratings takes rating actions on the following residential
mortgage-backed securitization:

    Lehman ABS Corporation Home Equity Loan Trust, series 1998-1

    -- Class B2 ($1,002,692 outstanding), rated 'BB', is
       downgraded to 'CCC';

    -- Class B3 ($203,181 outstanding), rated 'B', is downgraded
       to 'D';

In addition, Class B-1 ($1,002,692 outstanding) rated 'BBB' is
placed on Rating Watch Negative.

The action is the result of a review of the level of losses
incurred to date and the current high delinquencies relative to
the applicable credit support levels as of the June 25, 2002,
distribution. Due to a reporting error on the monthly
distribution statements, cumulative realized losses were
understated. As a result, the class B-2, previously rated 'B',
was written down in May 2002.

Lehman ABS Corp., series 1998-1 remittance information indicates
that 7.43% of the pool is over 90 days delinquent and cumulative
losses are $1,779,936 or 1.31% of the initial pool. Currently,
class B-3 has 0% of credit support, class B-2 has 0.59% of
credit support remaining, and class B-1 has 3.50% of credit
support remaining.


LEVEL 8 SYSTEMS: Fails to Maintain Nasdaq Listing Standards
-----------------------------------------------------------
Level 8 Systems, Inc. (Nasdaq: LVEL), a global provider of high
performance eBusiness integration software, has been notified by
Nasdaq that the bid price of the Company's common stock has
remained below the minimum $1.00 per share bid price requirement
for more than 30 consecutive trading days. The Company has until
October 14, 2002 to regain compliance or the Company risks
having its common stock delisted from the Nasdaq National
Market.

The bid price of the Company's common stock must close at $1.00
per share or more for a minimum of ten consecutive trading days
to regain compliance and maintain its listing on the Nasdaq
National Market. Under certain circumstances, Nasdaq may require
that the closing bid price exceed $1.00 per share or more for
more than ten consecutive trading days before notifying the
Company that it has regained compliance.

If the bid price of the Company's common stock does not comply
with the minimum bid price requirement prior to October 14,
2002, the Company expects to apply for transfer to The Nasdaq
SmallCap Market. To transfer, the Company must satisfy the
continued inclusion requirements for the SmallCap Market, which
makes available an extended grace period for meeting the minimum
$1.00 bid price requirement. If the transfer application is
approved, the Company will be afforded the 180-calendar day
SmallCap Market grace period, or until January 13, 2003, to
demonstrate compliance. The company may also be eligible for an
additional 180-calendar day grace period provided that it meets
the initial listing criteria for the SmallCap Market.

Level 8 Systems and Cicero are registered trademarks of Level 8
Systems, Inc. Level 8, the Level 8 logo and the Cicero logo are
trademarks of Level 8 Systems, Inc., and or its affiliates. All
other product and company names mentioned herein are for
identification purposes only and are the property of, and may be
trademarks of, their respective owners.


LIQUIDIX: Independent Auditors Issue "Going Concern" Statement
--------------------------------------------------------------
Liquidix Inc., was formed in New York on June 28, 1996 under the
name Learners World, Inc., with the intent to own and operate
facilities for the care, education and recreation of children.
On September 26, 2001, pursuant to a Stock Purchase Agreement
and Share Exchange between Learners World, Inc., a Florida
corporation and Liquidics, Inc., a Nevada corporation, Learners
World acquired all of the shares of Advanced Fluid Systems, Inc.
from Liquidics. Pursuant to the terms of the Agreement,
Liquidics sold Advanced Fluid to Learners World and paid
$400,000 to Learners World in consideration for the issuance of
27,000,000 Learners World shares to the Liquidics shareholders.  
Pursuant to the Agreement, Advanced Fluid became a wholly owned
subsidiary of the Company. In addition, Learners World changed
its name to Liquidix, Inc. and redomesticated in the State of
Florida.

The Company is the parent company of a British Company, Advanced
Fluid Systems, Limited.  AFS is principally engaged in
developing, manufacturing and marketing ferrofluids and products
based on or derived from its ferrofluid technology. Ferrofluids
are stable magnetic liquids that can be precisely positioned or
controlled with a magnetic force. Ferrofluids consist of
molecular-sized magnetic particles that are surface treated so
that they can be dispersed in various fluids, usually a
synthetic low vapor pressure oil. Ferrofluids are designed to
have a choice of properties such as viscosity, magnetic strength
and vapor pressures to perform a specific function which is
sealing. The Company currently sells its industrial products to
the semiconductor, optical, thin film coating and the vacuum
industry.

The Company manufactures an extensive range of standard and
custom products using its engineering expertise and ferrofluid
technology. These products are generally used as low-pressure
rotary seals in a much larger OEM product, {i.e. thin film
coaters, ion implanters}. Its engineering departmet designs
custom parts and components then use external resources, sub-
contractors, to machine them. Liquidix then assembles the parts
into completed components, adding ferrofluids, tests and ships
them from its facility in the UK to the customer for
installation into their equipment.

Revenues for the year ended March 31, 2002 were $2,312,579 as
compared to $4,882,402 for the fifteen-month period ended 2001.
The decrease in sales, in the amount of $2,569,823, or 53%, was
due to a downturn in the technology sector.

Cost of sales for the year ended March 31, 2002 were $1,336,082
as compared to $2,459,887 in 2001. As a percentage of sales,
cost of sales increased from 50% for 2001 to 58% for 2002.  The
increase was primarily due to the lower purchasing volume caused
by the lower sales volume.

General and administrative expenses were $1,599,787 for 2002 as
compared to $1,634,875 for 2001. As a percentage of sales,
general and administrative expenses increased from 33% for 2001
to 69% for 2002. The increase was primarily due the inclusion of
the operations of the Company's wholly owned subsidiary from the
date of acquisition, October 1, 2001, and a one-time charge of
$305,500 from the issuance of common stock for consulting
services.

For the year ended March 31, 2002, Liquidix incurred a net
operating loss of $1,139,529 compared to net operating income of
$767,391 for the fifteen month period ended March 31, 2001. The
net loss resulted primarily from the inclusion of general and
administrative expenses of the Company's wholly owned subsidiary
from the date of acquisition, October 1, 2001 and the recording
of an impairment loss of $500,000 in relation to a license
agreement during the fiscal year ended March 31, 2002.

The primary roadblock facing Company plans for growth is the
need for capital. Liquidix is actively seeking additional
capital resources through the sale of equity. With additional
capital resources it expects to be able to expand its services
and products. At the present time it has adequate working
capital for its immediate business. Additional capital is needed
for any and all expansion. The Company has no long-term debt,
which assists in not needing additional immediate working
capital. Historically, the Company's primary source of cash has
been from operations and debt financing by related parties.

The Company's independent auditors have issued an adverse "going
concern" statement in their Report dated July 1, 2002.


LUMINANT WORLDWIDE: Disclosure Statement Hearing on August 15
-------------------------------------------------------------
The United Bankruptcy Court for the Southern District of Texas
entered an order scheduling a hearing to consider the adequacy
of Luminant Worldwide Corp.'s Disclosure Statement on August 15,
2002 at 11:00 a.m.

All objections and any written responses to the Disclosure
Statement must be received on or before August 8, 2002.

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.


MARKHAM GENERAL: Court Appoints Deloitte & Touche as Liquidator
---------------------------------------------------------------
On July 24, 2002, the Superintendent of Financial Services made
an application to the Ontario Superior Court of Justice under
the Winding-Up and Restructuring Act, R.S.C. 1985, C. W-11, as
amended to wind up Markham General Insurance Company and to
appoint Deloitte & Touche Inc. as the liquidator. The
application was not opposed.

The Court heard the application and approved the
Superintendent's application to wind-up Markham General
Insurance pursuant to the Winding-Up and Restructuring Act. The
Court appointed Deloitte & Touche Inc., as the liquidator.


NORTEL NETWORKS: Board Declares Preferred Share Dividend
--------------------------------------------------------
The board of directors of Nortel Networks Limited declared a
dividend on the outstanding Cumulative Redeemable Class A
Preferred Shares Series 5 (TSX:NTL.PR.F), the amount of which
will be calculated by multiplying (a) the average prime rate of
Royal Bank of Canada and Toronto-Dominion Bank during August
2002 by (b) the applicable percentage for the dividend payable
for July 2002, as adjusted up or down by a maximum of 4
percentage points (subject to a maximum applicable percentage of
100 percent) based on the weighted average trading price of such
shares during August 2002, in each case as determined in
accordance with the terms and conditions attaching to such
shares. The dividend is payable on September 12, 2002 to
shareholders of record at the close of business on August 30,
2002.

The board of directors of Nortel Networks Limited also declared
a dividend on the outstanding Non-cumulative Redeemable Class A
Preferred Shares Series 7 (TSE:NTL.PR.G), in the amount of
Cdn$0.30625 per share. The dividend is payable on September 3,
2002 to shareholders of record at the close of business on
August 12, 2002.

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

Nortel Networks Ltd.'s 6.125% bonds due 2006 (NT06CAN1) are
trading at 55 cents-on-the-dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NT06CAN1for  
real-time bond pricing.


ON SEMICONDUCTOR: Syrus Madavi Redefines Role as Board Chairman
---------------------------------------------------------------
ON Semiconductor (Nasdaq:ONNN) announced that Syrus Madavi,
executive chairman and chairman of the board of directors, will
step down from his day-to-day management role as executive
chairman to pursue a position as president and COO at JDS
Uniphase, a manufacturer of fiberoptic communications products.

Madavi will continue his position with ON Semiconductor as
chairman of the board.

ON Semiconductor appointed Madavi to the dual role of executive
chairman and chairman of board in April of this year. The
original plan was for Madavi to step down from his role as
executive chairman and focus on the duties as chairman of the
board, upon completion of several strategic initiatives. The
company now is well under way with these initiatives, enabling
Madavi to pursue this new opportunity.

"In a very short time, Syrus made a tremendous impact and I look
forward to working with him as he continues his role as chairman
of the board," said Steve Hanson, ON Semiconductor president and
CEO. "Syrus will continue to provide us with the guidance and
leadership that has led to numerous accomplishments and added to
our existing strength and success."

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

As reported in Troubled Company Reporter's July 24, 2002,
edition, ON Semiconductor's June 28, 2002 balance sheet shows a
total shareholders' equity deficit of about $596 million.


OWENS CORNING: Resolves Claims Dispute with Supervalu & Lonza
-------------------------------------------------------------
Owens Corning, and its debtor-affiliates seek Court approval of
a settlement agreement with Supervalu Holdings Inc., and Lonza
Inc., resolving those parties' $28,000,000 environmental claims
against Owens Corning's estate.

According to Norman L. Pernick, Esq., at Saul Ewing LLP, in
Wilmington, Delaware, Supervalu and Lonza incurred costs and
expenses to address the contamination at the Peterson/Puritan
Superfund Site in Lincoln and Cumberland, Rhode Island.  Those
costs included the design and implementation of a remediation
plan.  Supervalu and Lonza also reimbursed similar costs
incurred by the U.S. Government and the State of Rhode Island.

Supervalu and Lonza are former owners and operators of
facilities located within the Site.  Owens Corning also used to
own and operate a facility adjacent to the Supervalu's and
Lonza's former properties at the Site.

On July 27, 1995, the Environmental Protection Agency filed a
complaint against parties that owned or formerly owned or
operated facilities located within the Site, including Supervalu
and Lonza.  Owens Corning was excluded.  The complaint sought
reimbursement of EPA's past costs, performance of site studies,
and implementation of the environmental remedy that had been
selected by EPA.  The EPA's named parties entered into a Consent
Decree with the US Government and the State of Rhode Island to
address the design and implementation of the selected remedy for
the Site.

On April 7, 2000, Supervalu and Lonza filed -- pursuant to the
Comprehensive Environmental Response Compensation and Liability
Act -- Civil Action No. 00-183T in the District Court of Rhode
Island, naming Owens Corning as a defendant.  In that action,
both parties sought contribution from Owens Corning for their
payment of past and future costs and expenses related to the
Site.  The Bankruptcy Court then lifted the automatic stay to
allow the parties to submit their dispute to arbitration.

However, after negotiations, the parties have agreed to settle
the claims against Owens Corning.   The parties' settlement
agreement provides, in pertinent part, that:

A. Owens Corning agrees to the terms of the Settlement Agreement
   without admission of any liability or violation of the law;

B. Upon filing of an Amended Proof of Claim in the Owens Corning
   bankruptcy case, Supervalu and Lonza shall have a single,
   joint allowed general unsecured claim for $600,000 which
   shall supersede and replace the original $28,000,000 proof of
   claim previously filed by Supervalu and Lonza.  The amended
   claim shall be paid after approval of a reorganization plan
   in these Chapter 11 cases;

C. Supervalu and Lonza will have no other allowed claims
   relating to the Site in Owens Corning's Chapter 11 case;

D. The settlement will fully resolve Supervalu and Lonza's
   claims with respect to the Site; and

E. After the Court approves the Settlement Agreement, Supervalu
   and Lonza will dismiss with prejudice the Civil Action in the
   Rhode Island District Court.

Mr. Pernick contends the Settlement Agreement is in the best
interests of the Debtors for these reasons:

  a. It resolves in full Owens Corning's liability as an alleged
     potentially responsible party for any past and future
     response costs at the Site and Supervalu's $28,000,000
     Proof of Claim;

  b. The Debtors' estates are not immediately depleted because
     Supervalu and Lonza's joint allowed general unsecured claim
     for $600,000 will be paid pursuant to Owens Corning's
     Reorganization Plan;

  c. The terms of the Settlement Agreement are fair and
     reasonable; and

  d. If not resolved, Supervalu and Lonza's claims would require
     litigation between the parties, and would cause the Debtors
     to incur substantial additional legal fees, costs and other
     expenses, without the benefit of certainty as to the
     outcome. (Owens Corning Bankruptcy News, Issue No. 35;
     Bankruptcy Creditors' Service, Inc., 609/392-0900)   

Owens Corning's 7.70% bonds due 2008 (OWC08USR1) are trading at
38.75 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=OWC08USR1for  
real-time bond pricing.


PACIFIC GAS: Bringing-In Three Special Non-Bankruptcy Counsel
-------------------------------------------------------------
In its Fifth Supplement to the Application, Pacific Gas and
Electric Company seeks authority to employ:

  (1) Diana Berghausen, nunc pro tunc to June 10, 2002;

Diana Berghausen has been retained to represent PG&E in
connection with personal injury and property litigation defense
work.  Ms. Berghausen was formerly associated with Tatro Coffino
Zeavin Bloomgarden LLP, a law firm that was previously approved
as special counsel.  Now that Ms. Berghausen is no longer with
the Tatro firm, PG&E has requested that she continue her
representation.  PG&E believes that Ms. Berghausen does not hold
or represent any interests adverse to PG&E or its estate.

  (2) Kirkpatrick & Lockhart, nunc pro tunc to April 12, 2002;

Kirkpatrick & Lockhart has been retained to advise PG&E
concerning the use and access to federal owned and controlled
property, including the Federal Land Policy Management Act, the
National Environmental Policy Act, the Clean Water Act and the
Endangered Species Act.  K&L has not previously represented
PG&E.  Based on K&L representative Barry Hartman's Declaration,
PG&E believes that the firm does not hold or represent any
interests adverse to PG&E or its estate with respect to the
matters on which K&L will represent PG&E.  PG&E has executed a
conflict waiver with respect to K&L's representation of
Blackstone Realty Equities/Home Village in its capacity as an
unsecured creditor in this bankruptcy case. K&L has also
implemented an ethical wall to preclude any sharing of
information among its attorneys who represent Blackstone and
its attorneys who represent PG&E.

K&L began preliminary work for PG&E on or about April 12, 2002.
The total fees and costs incurred by K&L from April 12, 2002
through June 30, 2002 reach $20,000.

  (3) Spriggs & Hollingsworth, nunc pro tunc to March 15, 2002.

Spriggs & Hollingsworth has been retained to represent PG&E in
connection with breach of contract and other claims against the
federal government.  The claims arise from the government's
failure to commence and continue acceptance of spent nuclear
fuel and high-level radioactive waste.  S&H has not previously
represented PG&E.  Based on S&H representative Jerry Stouck's
Declaration, PG&E believes that S&H does not hold or represent
any interest adverse to its estate.  S&H began preliminary work
for PG&E on March 15, 2002.  The fees and costs billed by S&H
from March 15, 2002 through May 31, 2002 total $3,000. (Pacific
Gas Bankruptcy News, Issue No. 40; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


PANACO: Seeks Okay to Tap Netherland Sewell as Valuation Expert
---------------------------------------------------------------
Panaco, Inc., seeks authority from the U.S. Bankruptcy Court
for the Southern District of Texas, to employ Netherland, Sewell
& Associates, Inc. -- an oil and gas reserve engineering firm --
as its valuation expert.

Because Netherland Sewell has performed these services in the
past for the Debtor, Netherland Sewell is extremely familiar
with the Debtor's properties.  Specifically, Netherland Sewell
will:

     a) prepare certain reserve reports;

     b) analyze the reports, economic projections and underlying
        data relating to the Debtor's oil and gas reserves;

     c) prepare cash flow projections and other reports relating
        to the Debtor's reserves;

     d) meet with the Debtor and its advisors to discuss the
        analyses;

     e) provide expert testimony regarding the Debtor's
        reserves; and

     f) perform other similar tasks as requested by the Debtor.

Netherland Sewell will be compensated in their customary hourly
billing rates:

     senior geologists and engineers      $160 to $190
     geologist and engineers              $130 to $160
     technical support                    $ 60 to $ 90
     other support                        $ 30 to $ 55

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.


PINNACLE TOWERS: Court to Consider Amended Plan Today
-----------------------------------------------------
The U.S. Bankruptcy Court for the for the Southern District of
New York approved Pinnacle Towers III, Inc., and its debtor-
affiliates' First Amended Disclosure Statement in support of the
Debtors' First Amended Joint Plan of Liquidation. A hearing to
consider confirmation of the Plan will take place on July 30,
2002 at 10:00. Full-text copies of the documents are available
for a fee at:

   http://www.researcharchives.com/bin/download?id=020726214710

                         and

   http://www.researcharchives.com/bin/download?id=020726214944

The Proposed Transaction central to the Plan includes a funding
by two new sources of capital:

     1) an equity investment made by the Investors of about $205
        million, and

     2) a new credit facility of $340 million to be provided by
        a syndicate arranged by Deutsche Bank Securities Inc.
        with Bank of America, N.A.

Pursuant to the Plan, the Transaction is a central aspect of the
reorganization of the Debtors involving a restructuring of the
companies through an infusion of capital and the discharge of
debt.  

Pinnacle Towers III, Inc., the leading independent providers of
wireless communications site space in the United States, filed
for chapter 11 protection on May 21, 2002.  Peter Alan Zisser,
Esq., and Sandra E. Mayerson, Esq., at Holland & Knight, LLP
represent the Debtors in their restructuring efforts. As of May
31, 2002, the Debtors listed $1,002,675,000 in assets and
$931,899,000 in liabilities.


PINNACLE TOWERS: US Trustee Names Unsecured Creditors' Committee
----------------------------------------------------------------
Carolyn S. Schwartz, the United States Trustee appoints 5-member
Official Unsecured Creditors Committee in the chapter 11 cases
involving Pinnacle Towers III, Inc., and its debtor-affiliates.  
The Committee members who will represent the interests of the
Debtors' general unsecured creditor body in plan-related
negotiations are:

     1. The Bank of New York, as Trustee
        101 Barclay Street
        New York, New York 10286
        Attention: Gerard Facerdola, Vice President
        Tel: (212) 896-7224

     2. Abrams Capital LLC
        425 Boylston Street, Suite 3
        Boston, Massachusetts 02116
        Attention: David Abrams
        Tel: (617) 646-6100

     3. Lonestar Partners, L.P.
        8 Greenway Plaza, Suite 800
        Houston, Texas 77046
        Attention: Jerome Simon
        Tel: (713) 622-0321

     4. Fort Washington Investment Advisors
        420 East Fourth Street
        Cincinnati, OH 45202
        Attn: Brendan White
        Tel: (513) 361-7639

     5. Corban Communications, Inc.
        901 Jupiter Road
        Plano, Texas 75074
        Attention: President
        Tel: (214) 969-1367

Pinnacle Towers III, Inc., the leading independent providers of
wireless communications site space in the United States, filed
for chapter 11 protection on May 21, 2002.  Peter Alan Zisser,
Esq., and Sandra E. Mayerson, Esq., at Holland & Knight, LLP
represent the Debtors in their restructuring efforts. As of May
31, 2002, the Debtors listed $1,002,675,000 in assets and
$931,899,000 in liabilities.


POLAROID CORP: Court Approves License Agreement with Concord
------------------------------------------------------------
Pursuant to Section 363(c) of the Bankruptcy Code, Polaroid
Corporation, and its debtor-affiliates obtained Court approval
of their License Agreement with Concord Camera Corp.

Concord Camera Corp. is a global developer, designer,
manufacturer and marketer of digital image capture devices and
reloadable and single use cameras in 35mm, Advanced Photo System
and instant formats.  It also manufactures and assembles its
image capture devices for both direct sales under Concord and
private label brand names and on an original equipment
manufacturer basis for third-party companies, including
Polaroid.

General terms agreed upon for each Licensed Articles are:

License Grant:  The license granted by the License Agreement is
                 limited and non-transferable in nature and
                 worldwide in scope, and permits Concord to
                 manufacture, or have manufactured, the Licensed
                 Articles and to use the Trademarks in
                 connection with the promotion, distribution and
                 sale of the Licensed Articles.

License Term:   The Trademarks are licensed for an initial term
                 of three years which may be renewed at the
                 option of Concord for another three years and
                 by mutual agreement of the parties for a second
                 three-year renewal term.

Royalties:      Concord will pay to Polaroid, semi-annually,
                 royalties in the amount of 3% of the Net Sale
                 Price of all Licensed Articles sold or
                 otherwise disposed of by Concord during the
                 relevant semi-annual period.

Minimum Royalty  Concord will pay to Polaroid $2,000,000 within
Guaranty:        10 days after the Effective Date of the
                 License Agreement and additional sums of
                 $500,000 each on or before the first and second
                 anniversaries of the Effective Date.  If the
                 license term is renewed by Concord, an
                 additional aggregate sum of $3,000,000 will be
                 paid by Concord to Polaroid during the renewal
                 term on a similar installment payment basis.
                 These sums represent minimum royalty
                 guaranties, will be credited against Royalty
                 Payments otherwise due from Concord during the
                 applicable license term, and will not be
                 refundable to Concord.

Limited         There are no restrictions on Polaroid's use of
Exclusivity:    the Trademarks, except that, during the license
                term:

                 1) Polaroid will not grant any other licenses
                    for use of the Trademarks in connection with
                    with the Licensed Articles, and

                 2) except for the distribution of Trademark-
                    bearing photographic single-use cameras and
                    reloadable cameras, which were distributed
                    before the Effective Date of the License
                    Agreement, Polaroid will not manufacture or
                    have manufactured for sale, or promote,
                    distribute or sell, any photographic single-
                    use or reloadable cameras with use of the
                    Trademarks.

Quality         Polaroid retains the right to approve the
Approvals:      styles, designs, illustrations, packaging,
                contents, workmanship and quality of all
                Licensed Articles before their initial
                distribution or sale.

Product         Polaroid has no responsibility for any customer
Warranties and  communications, any service, repair or warranty
Responsibilities: claims with respect to the Licensed Articles,
                  all of which are the sole and exclusive
                  responsibility of Concord.  Any Licensed
                  Article warranty statement issued by Concord
                  which limits its liability for damages in the
                  event of any warranty breach must expressly
                  name Polaroid as an excluded party.

Indemnity:      Concord will indemnify Polaroid for any and all
                claims, damages, costs and expenses incurred by
                Polaroid in connection with the manufacture,
                sale, distribution or use of the Licensed
                Articles, except for claims relating to the
                ownership or validity of the licensed Trade-
                marks, claims arising from designs supplied by
                Polaroid to Concord, and claims arising from
                any breach by Polaroid of any of its
                representations, warranties or obligations
                under the License Agreement.  Polaroid will not
                indemnify Concord except for claims, damages,
                costs and expenses incurred by Concord by
                reason of its use of the licensed Trademarks in
                the manner authorized by the Licensed
                Agreement.

Assignments:    Polaroid may freely assign its rights and
                obligations under the License Agreement to any
                person without the prior consent of Concord.

Registration    Polaroid must maintain at its expense the
Maintenance:    registration of the Trademarks in certain
                specific jurisdictions during the license term.
(Polaroid Bankruptcy News, Issue No. 20; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

Polaroid Corporation's 11.50% bonds due 2006 (PRDC06USR1),
DebtTraders says, are trading at 4 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=PRDC06USR1
for real-time bond pricing.


PRINTING ARTS: Requests for Admin. Expense Claims Due Tomorrow
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware fixed
July 31, 2002 as the Administrative Expense Bar Date by which
Printing Arts America, Inc.'s creditors must file their request
of payment of administrative expense or be forever barred from
asserting that claim. All requests of expense claims must be
received by Logan & Company on or before 4:00 p.m. of the
Administrative Expense Deadline.

Administrative expenses are not required to be filed on account
of:

     a) claims previously properly filed and served or allowed
        by this Court;

     b) fees payable to the United States Trustee pursuant to 28
        U.S.C. Sec 1930; and

     c) professionals' administrative expenses pursuant to
        sections 327, 328, 330, 503(b)(2) or 1103 of the
        Bankruptcy Code.

Printing Arts America, Inc., filed for chapter 11 protection on
November 1, 2001 in the U.S. Bankruptcy Court for the District
of Delaware. Teresa K.D. Currier, Esq., and William H.
Schorling, Esq., at Klett Rooney Lieber & Schorling represent
the Debtors in their restructuring efforts. When the Company
filed for protection from its creditors, it listed estimated
assets and debts of over $100 million.


SL INDUSTRIES: Shoos-Away Andersen as Independent Accountants
-------------------------------------------------------------
On July 18, 2002, SL Industries, Inc., announced that it
dismissed Arthur Andersen LLP as its independent accountants and
engaged Grant Thornton LLP as its new independent accountants.
The decision to dismiss Andersen and to engage Grant Thornton
LLP was recommended by the Audit Committee of the Company's
Board of Directors and approved by the Company's Board of
Directors.

Andersen's reports on the Company's financial statements for the
two years ended December 31, 2000 and December 31, 2001, showed
an impairment charge related to the write off of intangible
assets of a subsidiary of the Company recognized at December 31,
2001, and, as a result, the Company was in violation of its net
income covenant for the fourth quarter of 2001 under the
Company's Revolving Credit Facility. Additionally, on March 1,
2002 the Company received a notice from its lenders under the
Revolving Credit Facility stating that it is currently in
default under the Revolving Credit Facility due to its failure
to meet a scheduled debt reduction.

Consequently, Andersen's report for the period ended December
31, 2001 dated March 15, 2002 did contain the following
paragraph: "The accompanying financial statements have been
prepared assuming that the Company will continue as a going
concern. As discussed in Note 1 to the consolidated financial
statements, the Company was in technical default under its
revolving credit facility at December 31, 2001 and an additional
event of default occurred on March 1, 2002. Due to these events
of default, the lenders that provide the revolving credit
facility do not have to provide any further financing and have
the right to terminate the facility and demand repayment of all
amounts outstanding. The existence of these events of default
raises substantial doubt about the Company's ability to continue
as a going concern. Management's plans in regard to this matter
are also described in Note 1. The consolidated financial
statements do not include any adjustments that might result from
the outcome of this uncertainty."

On May 23, 2002, the Company and its lenders reached an
agreement, pursuant to which the lenders granted a waiver of
default and amended certain financial covenants of the Company's
revolving credit facility, so that the Company is in full
compliance with the revolving credit facility after giving
effect to the Amendment.


SL INDUSTRIES: CSFB Terminates Engagement as Financial Advisors
---------------------------------------------------------------
SL Industries, Inc., (NYSE:SL and PHLX:SL) announced that SL
Industries, Inc., received notification from Credit Suisse First
Boston that CSFB had terminated its engagement as financial
advisor to the Company.

The termination was primarily the result of CSFB's internal
reorganization and does not relate to the Company.

Warren Lichtenstein, Chairman and Chief Executive Officer of the
Company stated, "We regret that CSFB is unable to complete its
assignment; however, we do not anticipate that this development
will cause a material delay in the process of exploring the
possible sale of the Company. The Company has contacted several
other financial advisors which have expressed a strong interest
in representing the Company and negotiations are in process."

Lichtenstein continued, "I would also like to take this
opportunity to discuss two recent legal developments. First, in
connection with the ongoing litigation between Eaton Aerospace
and the Company's subsidiary, SL Montevideo Technology, Inc.,
last week we received notice that the judge in the case had
issued several rulings. The lawsuit was filed by Eaton Aerospace
alleging breach of contract and warranty in the defective design
and manufacture of a high precision motor. The complaint seeks
compensatory damages of approximately $3,900,000. Both parties
filed, briefed and argued cross-motions for summary judgment. On
July 18, 2002, Eaton's motion for partial summary judgment was
granted to the limited extent that the court found that SL-MTI
sold motors to Eaton Aerospace with an express warranty and an
implied warranty of merchantability and the motion was denied in
all other respects, the court indicating that the nature and
extent of those warranties would have to be decided by the jury
at trial. Trial is currently schedule for August 2002. The
Company continues to believe that it has strong defenses to
these claims and intends to defend them vigorously."

"The second development occurred on June 12, 2002, when the
Company and its subsidiary, SL Surface Technologies, Inc., were
served with notice of a class action complaint filed in Superior
Court of New Jersey for Camden County. The Company and Surf Tech
are currently two of approximately thirty-nine defendants in
this action. The complaint alleges that plaintiffs suffered
personal injuries as a result of consuming contaminated ground
water from the Puchack Wellfield caused by defendants disposal
of hazardous substances at various industrial sites in the area.
Surf Tech once operated a facility in the area. This action
arises from the same factual circumstances as an administrative
action for environmental remediation of the Puchack Wellfield,
which involves Surf Tech and approximately six hundred other
defendants. As with the administrative action, the Company
believes it has significant defenses against the class action
plaintiffs' claims and intends to pursue them vigorously.
Technical data generated as part of remedial activities at the
Surf Tech Site have not established offsite migration of
contaminants. Based on this and other technical factors, the
Company has been advised by its outside counsel that it has a
strong defense against the claims alleged in the class action
plaintiffs' complaint as well as the administrative actions."

For a further description of Eaton Aerospace LLC v. SL
Montevideo Technology, Inc., and the referenced administrative
action, please see the Company's Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q, as filed with the Securities and
Exchange Commission.

SL Industries, Inc., designs, manufactures and markets Power and
Data Quality (PDQ) equipment and systems for industrial,
medical, aerospace, telecommunications and consumer
applications. For more information about SL Industries, Inc.,
and its products, please visit the Company's Web site at
http://www.slpdq.com

                         *    *    *

As reported in Troubled Company Reporter's July 15, 2002
edition, SL Industries was unable to file the Form 11-K for the
fiscal year ended December 31, 2001 due to the recent indictment
and collapse of its independent auditor, Arthur Andersen LLP,
which required that a new auditing firm be identified and
retained.  This disruption caused unavoidable delays in auditing
the financial information of the Company to be included in the
Report.


SAKS INC: Fitch Affirms Low-B Bank Facility & Sr. Notes Ratings
---------------------------------------------------------------
Fitch Ratings has affirmed its 'BB+' rating of Saks
Incorporated's $700 million bank facility and its 'BB-' rating
of the company's senior notes. Approximately $1.2 billion of
senior notes are affected by the action, which follows Saks'
announcement that it has agreed to sell its credit card
receivables to Household International. The Rating Outlook
remains Negative.

The ratings reflect Saks' solid position within its markets
balanced against its weak operating results and high financial
leverage. Saks' operations have been pressured by soft apparel
sales and growing competition from specialty and discount
retailers. Sales at the company's luxury retail business (Saks
Fifth Avenue) have been particularly hard hit by the drop off in
tourism since 9/11. Weak industry conditions are expected to
persist over the near term.

Saks has agreed to a 10-year strategic alliance with Household
International, with Household owning existing and future
receivables, and Saks retaining customer service activities. The
sale of the receivables will generate net proceeds of $300-$350
million, which will be used to repurchase common stock and
reduce debt. In addition to some debt reduction, the transaction
will help to simplify Saks' balance sheet by removing
approximately $1.1 billion of off-balance sheet securitized
receivables and reducing financing requirements in the future.
These benefits will be offset in part by the loss of finance
income.

Saks' credit measures have softened over the past two years,
despite meaningful debt reduction, due to a sharp decline in
operating cash flow. EBITDAR coverage of interest plus rents
declined to 1.7 times in the 12 months ended 5/4/02 from 2.1x in
2000 and 2.5x in 1999. Leverage as measured by lease-adjusted
debt to EBITDAR increased to 5.3x in 12 months ended 5/4/02 from
4.4x in 2000 and 4.0x in 1999.

The current levels are weak for the rating category, though they
should begin to recover over the near term as the company's
operations gradually stabilize and as debt levels are further
reduced with the proceeds from the Household transaction. Longer
term, Saks' management intends to maintain a conservative
financial posture, having scaled back capital spending in order
to harness cash flow for ongoing debt reduction, and possibly a
limited level of share repurchases.

Saks Inc.'s 8.25% bonds due 2008 (SKS08USR1), DebtTraders says,
are trading below-par at 98.5 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=SKS08USR1for  
real-time bond pricing.


SCIENTIFIC LEARNING: June 30 Equity Deficit Reaches $5 Million
--------------------------------------------------------------
Scientific Learning (OTCBB:SCIL) announced its revenue for the
quarter ended June 30, 2002 was $4.4 million, compared to $5.0
million for the quarter ended June 30, 2001, a decrease of 11%.
For the six months ended June 30, 2002 revenue was $7.6 million,
a decrease of 7% compared to revenue for the six months ended
June 30, 2001.

During the quarter, booked sales totaled $9.5 million, an
increase of 11% over the same quarter of 2001. K-12 sector sales
rose 20% compared to the second quarter of last year and
represented over 80% of total sales. Booked sales reached $12.5
million for the first six months of 2002, an increase of 18%
year over year. Sales to the K-12 sector increased 29% for the
six months ended June 30, 2002 compared to the first half of
2001. Sales through professionals in private practice declined
year-over-year in both periods.

At June 30, 2002, Scientific Learning Corp.'s total
shareholders' equity deficit reaches a little over $5 million,
and its working capital deficit tops $4 million.

"Despite pressures on educators' budgets, we are pleased that
sales of our educational software continue to grow at above
industry rates," said Robert C. Bowen, Chairman and CEO of
Scientific Learning. "While our mix of business was somewhat
different than expected and our revenue was below expectations,
we were very pleased our cash flow was positive in the second
quarter, a quarter earlier than expected."

Deferred revenue was $12.5 million at quarter-end, compared to
$7.0 million on June 30, 2001. Over 90% of deferred revenue is
expected to be recognized as revenue in the next four quarters.

Gross margins were 81% in the second quarter of 2002 compared to
77% in the same quarter of 2001. For the first six months of
2002, gross margins were 80% compared to 76% in the first half
of 2001. Pro forma operating expenses in the second quarter of
2002 totaled $5.6 million compared to $8.8 million in the second
quarter of 2001. Pro forma operating expenses were $11.4 million
and $16.9 million for the first six months of 2002 and 2001,
respectively. Pro forma operating expenses exclude restructuring
charges of $647,000 and $880,000 in the second quarter of 2002
and first six months of 2002, respectively. There were no
restructuring charges in the first half of 2001. The pro forma
operating loss was $2.0 million and $5.3 million compared to
$5.0 million and $10.6 million for the second quarter and first
half of 2002 and 2001, respectively. The net loss for the
quarter in accordance with Generally Accepted Accounting
Principles was $2.9 million compared to a net loss of $5.3
million in the second quarter of 2001. The net loss for the
first six months in accordance with GAAP was $6.8 million
compared to $10.9 million in the first half of 2001.

                         Business Outlook

For the third quarter of 2002, Scientific Learning expects
booked sales to be in the range of $5.0 to $5.5 million compared
to $4.3 million in the third quarter of 2001. Revenue for the
three months ended September 30, 2002 is expected to be in the
range of $5.6 to $5.8 million compared to $5.6 million in the
same period of 2001. Gross margins are expected to be in the
range of 79%-81%. Pro forma operating expenses are expected to
be in the range of $5.7 to $5.9 million, compared to $6.6
million in the third quarter of 2001. The Company expects to
report a pro forma operating loss of $1.1 to $1.3 million in the
third quarter of 2002, compared to a pro forma operating loss of
$2.3 million in the same period of 2001. Its net loss in the
third quarter of 2002 is expected to be $1.4 to $1.6 million,
compared to a net loss of $4.1 million in the third quarter of
2001.

For the year ended December 31, 2002, the Company expects booked
sales to be in the range of $23.0 to $25.0 million and revenue
to be in the range of $18.5 to $19.5 million. Pro forma
operating expenses are expected to be in the range of $23.0 to
$23.5 million and the Company expects to report a pro forma
operating loss in the range of $7.0 to $8.0 million.

The above targets represent the Company's current sales, revenue
and earnings goals as of the date of this release and are based
on current conditions. Scientific Learning does not undertake to
update these goals during the quarter.

Headquartered in Oakland, CA, Scientific Learning sells the Fast
ForWord(R) patented family of products that develops and
enhances foundational skills critical to language and reading
for learners of all ages. Significant gains are frequently
achieved in as little as 20 to 40 instructional sessions. To
learn more about Scientific Learning's neuroscience-based
products, visit the Company's Web sites at
http://www.ScientificLearning.comand  
http://www.BrainConnection.comor call toll-free 888-452-7323.  


SERVICE MERCHANDISE: Lighton Asks Court to Allow $1-Mill. Claim
---------------------------------------------------------------
Pursuant to Section 503 of the Bankruptcy Code, Lighton, Colman,
Brohn & Davis asks the Court to allow its $1,070,049
administrative expense claim and to compel Service Merchandise
Company, Inc., and affiliates debtors, to pay the allowed
amount.

On August 4, 1999, the Debtors and Lighton entered into a Master
Advertising Services Agreement, wherein Lighton would obtain
television and radio time for advertising purposes and arrange
for the creative development and production of advertisements on
behalf and for the benefit of the Debtors.  The Master
Agreement's term was initially for six months and automatically
renewed every year, provided that neither party notified the
other of their intent to cancel.

Accordingly, since neither party cancelled the Master Agreement,
it was automatically renewed in 2000 and 2001.  The Debtors
incurred $1,330,049 in postpetition advertising charges.

Lighton contends that the advertising charges were actual and
necessary cost and expense of preserving the estate, incurred in
the ordinary course of the Debtors' business.

However, Lighton informs the Court, the Claim is subject to
setoff against $260,000, representing funds the Debtors paid
postpetition prior to incurring advertising charges.

Accordingly, the $1,070,049 claim is a valid administrative
claim of Lighton. (Service Merchandise Bankruptcy News, Issue
No. 35; Bankruptcy Creditors' Service, Inc., 609/392-0900)

Service Merchandise's 9% bonds due 2004 (SVCD04USR1),
DebtTraders reports, are trading at 6 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=SVCD04USR1
for real-time bond pricing.


SOLUTIA INC: S&P Affirms BB Corporate Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services affirmed its double-'B'
corporate credit rating on Solutia Inc.  The outlook is
negative. All ratings were removed from CreditWatch where they
were placed June 18, 2002.

Solutia, based in St. Louis, Missouri, is a manufacturer and
marketer of specialty and industrial chemical products,
including nylon fibers and polymers, and has $1.2 billion of
debt (excluding the capitalization of operating leases).

"The affirmation follows Solutia's announcement that it
completed its refinancing with the extension and amendment of
its credit facility," said Standard & Poor's credit analyst
Peter Kelly. "Following the recent issuance of senior secured
notes, the proceeds of which are now available to repay notes
due October 2002, the credit facility extension removes the
refinancing risk that had pressured the financial profile."

The CreditWatch placement reflected the increasing pressure on
the company's liquidity and financial profile as a result of
continuing delays in addressing near-term refinancing needs.

Ratings continue to reflect Solutia's somewhat-better-than-
average business risk profile, tempered by relatively sizable
debt levels and significant long-term liabilities. Solutia was
created as a spin-off of Monsanto Co.'s industrial chemicals
businesses in 1997. The business risk assessment recognizes
leading technology-based market positions, favorable cost
structures supported by strong vertical integration, and
adequate diversification in industrial and specialty chemicals.
Major businesses include performance films (including plastic
interlayer products), nylon fibers and polymers, and an array of
specialty chemical products (augmented by acquisitions serving
the attractive pharmaceuticals sector).

Solutia's diverse product mix and good geographic reach (more
than 30% of sales are made to non-U.S. customers), together with
an ongoing emphasis on operating efficiency improvements, should
support average operating margins in the mid-teens percentage
area. Keen competitive conditions, however, limit pricing
flexibility in fibers and some other markets. In addition,
earnings are sensitive to volatility in oil- and natural gas-
based raw material costs and contractions in such key end
markets as automobiles and housing.

The company's financial profile has been weakened by the
continuation of challenging industry fundamentals, an increase
in liabilities and expenditures related to the company's PCB
exposure, and slower-than-expected progress in the completion of
asset sales. Profitability and cash flow have been constrained
by a slowdown in the company's key end markets and unfavorable
currency fluctuations. In addition, higher energy and raw
material costs, despite recent improvement, reduced earnings
over the past several quarters, with operating margins (before
depreciation and amortization) of about 10%. Standard & Poor's
recognizes the company's efforts to reduce costs and manage cash
flow, recent earnings improvement, and the financial benefit
from the sale of the company's interest in the AES joint
venture.

Ratings could be lowered if an expected improvement in the
economy fails to materialize, or if the company's efforts to
reduce debt and restore adequate cash flow protection are
further delayed. In addition, worse-than-anticipated
developments related to Solutia's PCB litigation could result in
a downgrade.


STARWOOD HOTELS: Second Quarter EBITDA Narrows to $320 Million
--------------------------------------------------------------
Starwood Hotels & Resorts Worldwide, Inc., (NYSE: HOT) reported
results for the second quarter of 2002.

              Second Quarter Ended June 30, 2002

Excluding net charges for special items of approximately $14
million (pretax) in 2002 and $8 million (pretax) in 2001, EPS
was $0.41 compared to EPS of $0.54 in the corresponding period
of 2001. Including these special items, EPS was $0.37 compared
to EPS of $0.52 in 2001. Total revenues were down 7.0% to $1.032
billion compared to the same period of 2001. Operating income,
excluding special items, was $189 million compared to $254
million in the same period of 2001 and income from continuing
operations, excluding special items, was $85 million compared to
$112 million in the same period of 2001. Though in line with the
Company's expectations, results were adversely impacted by the
weakened worldwide economic environment. However, operating
results continued the sequential quarterly improvement over the
fourth quarter of 2001 and first quarter of 2002. Operating
results continued to improve primarily as a result of an
improving demand environment, a continued focus on cost control
and an increase in vacation ownership interest results. As
discussed in the first quarter 2002 earnings release, in
connection with the repayment of debt with the proceeds from the
April 2002 senior notes offering, the Company incurred
approximately $29 million (pretax) of one-time charges relating
to the write-off of deferred financing costs, termination fees
for early extinguishment of debt, and terminated interest rate
swaps associated with the repaid debt. During the second quarter
of 2001, the Company incurred approximately $9 million (pretax)
of such charges related to the early extinguishment of debt.
Excluding these charges, net interest expense decreased by $11
million when compared to the second quarter of 2001 due to a
reduction in interest rates and the completion of financing
transactions in the past year. Results further benefited from a
$16 million after-tax reduction in goodwill amortization as a
result of a new accounting rule pertaining to goodwill and
intangible assets. Depreciation expense increased $9 million or
8.4% when compared to the second quarter of 2001 due to prior
year's renovation program and the repositioning and acquisition
of certain hotels.

                  Six Months Ended June 30, 2002

For the six months ended June 30, 2002, total revenues were
$1.926 billion when compared to $2.124 billion in the same
period in 2001. EPS excluding net benefits for special items of
$9 million (pretax) in 2002 and net charges of $7 million
(pretax) in 2001 was $0.49, compared to EPS of $0.84 in the
corresponding period in 2001. EPS including these special items
was $0.52 compared to $0.82 in 2001 and EPS including
discontinued operations was $1.03 compared to $0.82 in 2001.
Income from continuing operations decreased to $108 million in
the six months ended June 30, 2002 compared to $169 million in
the same period of 2001. Income from continuing operations
excluding special items was $102 million for the six months
ended June 30, 2002 and $174 million for the comparable period
of 2001.

                     Comments from the CEO

Barry S. Sternlicht, Chairman and CEO said, "Though the economic
environment remains extremely challenging and the speed of the
economic recovery has clearly moderated from our expectations in
the first quarter of 2002, there are very encouraging trends,
both for the industry and for our company that remain intact.
For the industry, future supply continues to decline rapidly,
particularly in large urban markets where our assets are
concentrated and where the recovery is likely to be most
pronounced. For our company, our European operations,
particularly Italy and Spain, have fared better than we had
predicted and will be helped further by the Euro's rise. Asia
also has exceeded our expectations with owned hotels posting a
14% increase in REVPAR for the quarter. South America,
particularly Argentina, has been extremely difficult and is
likely to remain so for the foreseeable future."

Concluding, Mr. Sternlicht said, "As for our brands, our Same-
Store Owned W brand's REVPAR fell just 2% in the quarter and
North America systemwide REVPAR declined less than 1% as the
brand continues to build share. Three new W's in San Diego,
Seoul and Mexico City will bring our total to 19 and we soon
expect W to expand to Europe. Our Westin brand also performed
admirably with Same-Store Owned Hotels REVPAR down 8.8% in North
America and owned and managed REVPAR down just 5.9%. Westin
continues to gain share buoyed by product innovations like the
Heavenly Bed, the Heavenly Shower and a new marketing campaign.
While Sheraton's owned REVPAR did not meet our expectations, in
part because of its heavy urban concentration, we expect to
build upon our Westin and W experience and launch several new
Sheraton programs in the third and fourth quarter as we continue
the re-imaging of the brand."

                       Operating Results

At the Company's Comparable Owned Hotels worldwide, revenues for
the second quarter of 2002 decreased approximately $89 million
to $834 million from $923 million in 2001 and EBITDA decreased
19.2% to $253 million from $313 million in 2001. EBITDA at the
Company's Comparable Owned Hotels in North America decreased
20.8% to $178 million in the second quarter of 2002 when
compared to the same period of 2001. EBITDA at the Company's
Comparable Owned Hotels internationally decreased 15.1% to
approximately $75 million in the second quarter of 2002 when
compared to the same period of 2001. The positive effects of
foreign exchange in Europe were offset by the effects from the
continued weakening of the Argentine Peso. Excluding the
unfavorable effects of foreign exchange, EBITDA at the Company's
Comparable Owned Hotels internationally decreased 11.9% in the
second quarter of 2002 when compared to the same period in 2001.
The decline in operating results at Comparable Owned Hotels in
North America when compared to 2001 reflect the impact of lower
REVPAR primarily attributable to the weakened global economies.

REVPAR at Same-Store Owned Hotels worldwide decreased 10.2% in
the second quarter of 2002 when compared to the same period of
2001 as a result of a decline in occupancy rates of 350 basis
points to 66.5% and a decline in average daily rate of 5.5% from
the prior year. REVPAR at Same-Store Owned Hotels in North
America decreased 10.1% to $98.93 when compared to the same
period of 2001 as a result of a decrease in occupancy rates to
68.1% from 70.9% in the prior year, while ADR decreased 6.5% to
$145.20. Internationally, Same-Store Owned Hotel REVPAR
decreased 10.5%, with Europe down 7.9%, Latin America down 24.7%
and Asia Pacific up 14.1% when compared to 2001.

EBITDA margins at Comparable Owned Hotels worldwide were 30.3%
in the second quarter of 2002 when compared to 33.9% in the same
period of 2001. In North America, EBITDA margins at Comparable
Owned Hotels were 29.2% when compared to 33.1% in the same
period of 2001 but increased 190 basis points when compared to
27.3% in the first quarter of 2002. Internationally, EBITDA
margins at Comparable Owned Hotels were 33.4% when compared to
35.9% in the same period of 2001 but increased substantially
when compared to 23.8% in the first quarter of 2002.

During the second quarter of 2002, the Company added five
management and franchise contracts representing more than 1,000
rooms, including the Sheraton Krakow (238 rooms) in Krakow,
Poland; the Lanesborough, a St. Regis Hotel (95 rooms) in
London, England and the St. Regis Ft. Lauderdale (197 rooms) in
Florida. New hotel openings during the balance of 2002 include
the Westin Shanghai (approximately 450 rooms) in Shanghai,
China, the Sheraton Wild Horse Pass (approximately 500 rooms) in
Phoenix, Arizona; the W San Diego (approximately 260 rooms) in
California and the Hotel Bora Bora Nui (approximately 120 rooms)
in French Polynesia. Including these properties, through the end
of 2003, the Company expects 50 new hotels and resorts around
the world, with approximately 15,000 rooms to commence
operations.

Starwood Vacation Ownership, Inc., is currently selling VOI
inventory at ten resorts and engaged in pre-opening sales at two
others currently under construction (Westin Mission Hills Resort
Villas in Rancho Mirage, California and Westin Ka``anapali Ocean
Resort Villas in Maui, Hawaii). Contract sales in the second
quarter increased approximately 11.3% when compared to the same
period in 2001 and sales were particularly strong at the Maui
and Mission Hills resorts. SVO EBITDA increased approximately
7.3% when compared to the same period in 2001. SVO will begin
construction of its fourth Westin-branded interval ownership
resort later this year featuring 158 villas located adjacent to
the Westin Kierland Resort & Spa in Scottsdale, Arizona. The
resort is scheduled to open in late 2002. The Company sold
approximately $87 million of notes receivable originated by the
vacation ownership operations in the second quarter of 2002,
recognizing a gain of $9 million in operating income compared to
a gain of $8 million in the second quarter of 2001.

               Acquisitions and Dispositions

During the second quarter of 2002, the Company sold the
Allentown Clarion for $5 million in cash. The Company continues
to review its portfolio for disposition candidates. In January,
the Company announced that it had initiated the formal sale
process for the CIGA portfolio of 25 luxury hotels, land, golf
courses and marinas. The Company is in final discussions with
interested parties with respect to a select group of properties
and is expected to enter into definitive contracts for sale in
the next sixty days.

                          Capital

During the second quarter of 2002, the Company invested
approximately $66 million in hotel and VOI capital assets,
including VOI construction at Westin Mission Hills Resort Villas
in Rancho Mirage, California and Westin Ka'anapali Ocean Resort
Villas in Maui, Hawaii as well as the ongoing development of the
St. Regis Museum Tower in San Francisco (269 rooms and 102
condominiums) scheduled for completion in 2004. Work also
continues on the flexible new build Sheraton and Westin
prototypes.

                         Financing

On June 30, 2002, the Company had total debt of $5.497 billion
and cash and cash equivalents of $196 million. At the end of the
second quarter of 2002, the Company's debt was approximately 53%
fixed rate and 47% floating rate and its weighted average
maturity was 5.9 years. As of June 30, 2002, the Company had
cash and availability under its domestic and international
revolving credit facilities of approximately $663 million and
the Company's debt had a weighted average interest rate of
5.75%.

In April 2002, the Company sold $1.5 billion of senior notes in
two tranches -- $700 million principal amount of 7-3/8% senior
notes due 2007 and $800 million principal amount of 7-7/8%
senior notes due 2012. The Company used the proceeds to repay
all of its senior secured notes facility and a portion of its
senior credit facility. After the close of the second quarter,
the Company entered the market to refinance the remaining senior
credit facility maturing February 2003, with an expected closing
of the new facility in September 2002.

In May 2002, the Company repurchased Series A convertible notes
for $202 million in cash. Series B convertible notes, which can
be put to the Company in May 2004 for approximately $330
million, were originally issued in May 2001.

At June 30, 2002, Starwood had approximately 203 million shares
outstanding (including partnership units and exchangeable
preferred shares).

                           Dividend

In 2002, the Company has shifted from a quarterly dividend to an
annual dividend. The final determination of the amount of the
dividend will be subject to economic and financial
considerations and Board approval in the fourth quarter of 2002.
At this time, the Company expects the annual dividend to be
$0.84 per share.

                         Special Items

The Company recorded net charges of $14 million (pretax) for
special items in the second quarter of 2002 when compared to net
charges of $8 million (pretax) in the same period of 2001.

As discussed previously, the net charges in the second quarter
of 2002 primarily represent $29 million (pretax) of costs
associated with the early extinguishment of debt, offset, in
part, by a non-cash foreign exchange gain of approximately $9
million (pretax), resulting from the devaluation of the
Argentine Peso and a $6 million (pretax) state tax refund. The
foreign exchange gain represents the mark-to-market, in
accordance with Statement of Financial Accounting Standards No.
52, of a U.S. dollar intercompany receivable in Argentina. The
special charges for the second quarter of 2001 primarily
represent $9 million (pretax) of costs associated with the early
extinguishment of debt.

                    Discontinued Operations

During the second quarter of 2002, the Company recorded a gain
of $104 million from discontinued operations primarily related
to IRS regulations issued earlier this year, which allows the
Company to recognize a tax benefit from a loss on the 1999 sale
of Caesars World, Inc.  The tax loss was previously disallowed
under the old regulations. The remaining gain resulted from an
adjustment to the Company's tax basis in its World Directories
subsidiary, which was disposed of in early 1998. The increase in
the tax basis has the effect of reducing the deferred tax gain
on this disposition.

                       Future Performance

All comments in the following paragraphs and certain comments in
this release above are deemed to be forward-looking statements.
These statements reflect expectations of the Company's
performance given its current base of assets and its current
understanding of external economic and political environments.
Actual results may differ materially.

The weakness in North American and European economies, combined
with the current political environment in Argentina and other
parts of the world and their consequent impact on travel in
their respective regions and on the rest of the world, make it
difficult to predict future results with any degree of
precision.

- The Company currently expects full year 2002 REVPAR to decline
2-3% from 2001 levels, full-year EBITDA of approximately $1.185
to $1.210 billion and EPS of approximately $1.20 to $1.30 with
an effective tax rate of approximately 21%.

     - REVPAR at Same-Store Owned Hotels in North America for
the third quarter of 2002 is now expected to be flat to up 3%
when compared to the third quarter of 2001.

     - The Company currently expects total capital expenditures
in 2002 to be approximately $300 million, excluding acquisitions
and other investments.

     - Discretionary free cash flow (after cash interest
expense, cash taxes, and capital expenditures) is expected to
exceed $400 million.

Starwood Hotels & Resorts Worldwide, Inc. is one of the leading
hotel and leisure companies in the world with more than 740
properties in over 80 countries and 110,000 employees at its
owned and managed properties. With internationally renowned
brands, Starwood is a fully integrated owner, operator and
franchiser of hotels and resorts including: St. Regis(R), The
Luxury Collection(R), Sheraton(R), Westin(R), W(R) and Four
Points(R) by Sheraton brands, as well as Starwood Vacation
Ownership, Inc., one of the premier developers and operators of
high quality vacation interval ownership.

                           *    *    *

As previously reported, Fitch Ratings assigned a 'BB+' rating to
Starwood Hotels & Resorts Worldwide, Inc.'s $1.0 billion in
senior notes issued under Rule 144A. The proposed senior notes
was issued in two tranches, five-year senior notes due 2007 and
10-year senior notes due 2012.  The proceeds from the issuance
were used to repay $500 million in Increasing Rate Notes (IRNs)
and a portion of HOT's senior credit facility. Revolver
availability at Dec. 31, 2001, was approximately $440 million.

Fitch affirmed these ratings at that time:

   Starwood Hotels & Resorts Worldwide Inc.:

     --Implied senior unsecured rating at 'BB+';
     --$1.1 billion revolving credit facility due 2003 at 'BB+';
     --$775 million term loan due 2003 at 'BB+;'
     --$423 million term loan due 2003 at 'BB+';
     --$507 million in series A & series B convertible notes due
        2021 at 'BB+'.

   ITT Corporation:

     --$250 million 6.75% notes due 2003 at 'BB+';
     --$450 million 6.75% notes due 2005 at 'BB+';
     --$448 million 7.375% debentures due 2015 at 'BB+';
     --$148 million 7.75% debentures due 2025 at 'BB+'.

and said its Rating Outlook was Negative.  


STELCO INC: Reaches Tentative Agreement with United Steelworkers
----------------------------------------------------------------
A tentative agreement was reached between the United
Steelworkers and Stelco Inc., with full details reviewed by
members of the Steelworkers' Local 1005 on Sunday, July 28,
followed by a vote expected early this week.

The agreement, reached on behalf of more than 4,000 Steelworkers
at Stelco's Hilton Works, meets the key objective of the local
union's bargaining committee, with a substantial increase in
retirement pensions. Over a four-year period, the pension for a
30-year employee taking early retirement will increase by 44 per
cent.

"I am pleased to recommend this agreement to our members, who
have shown their support for the bargaining committee throughout
this difficult set of negotiations," said Warren Smith,
President of Local 1005. "Twice in the last week, the strength
and solidarity of our membership made a difference in getting
this deal to the table."

A company proposal was circulated in the plant - a proposal that
would have left Hilton Works employees well behind employees
making the same product in the same kind of facility at the
company's plant at Lake Erie.

"Our members' strong negative reaction to that document paved
the way for the key achievement of these negotiations," Smith
said.

"On Thursday [July 25], we asked for our members' support in
beating back a company proposal for a five-year agreement.
Again, they responded, delivering a message to the company that
a deal that long was unacceptable."

The duration of the agreement was a key issue in the
negotiations.

"A four-year agreement is a reasonable compromise between the
company's desire for stability as it integrates its operations
at Hilton Works and Lake Erie, and the union's commitment to a
shorter contract term," said Wayne Fraser, the Steelworkers'
Director for Ontario and Atlantic Canada.

"More important for our members is what is in the deal. The
pension increase is the largest in the history of Hilton Works."

The bargaining committee is recommending ratification of the
tentative agreement. Comprehensive details was presented at
membership meetings on Sunday, July 28 at Hamilton Place. The
vote will be held today, July 30.

                         *   *   *

As reported in the Troubled Company Reporter's January 15, 2002
edition, Standard & Poor's assigned its single-'B' subordinated
debt rating to Stelco Inc.'s CDN$90 million convertible
subordinated debt issue due February 1, 2007. At the same time,
Standard & Poor's assigned its preliminary double-'B'-minus
senior unsecured debt rating and preliminary single-'B'
subordinated debt rating to the company's CDN$300 million shelf.

In addition, the ratings outstanding on the company, including
the double-'B'-minus corporate credit rating, were affirmed. The
outlook is negative.

The ratings on Stelco reflect a weakened financial profile due
to the effect of the ongoing economic downturn and the
prevailing difficult steel industry conditions on its financial
results, offset by the company's fair business position.


TRISM: Files Liquidating Plan & Disclosure Statement in Missouri
----------------------------------------------------------------
Trism, Inc., and its debtor-affiliates filed their Joint Chapter
11 Liquidating Plan and an accompanying Disclosure Statement in
the U.S. Bankruptcy Court for the Western District of Missouri.  
Full-text copies of the Plan and the Disclosure Statement are
available for a fee at:

  http://www.researcharchives.com/bin/download?id=020723234129

        and

  http://www.researcharchives.com/bin/download?id=020723234014

Under the Bankruptcy Code, only holders of Allowed Claims or
Equity Interest in Classes that are Impaired are entitled to
vote to accept to reject the Plan. The Claims and Equity
Interests in Class 5 (General Unsecured Claims), Class 7
(Intercompany Claims) and Class 8 (Equity Interests) are
Impaired Classes under the Plan.

Pursuant to the Plan, as soon as is practicable after the
Effective Date, the Liquidation Agent shall remit the proceeds
of Collateral, or deliver the Collateral to the holders of
Allowed Claims in Classes 2, 3 and 4 and shall remit Available
Cash to holders of Allowed Claims in Classes 1, 5 and 6 entitled
to such distributions pursuant to the Plan.

The Debtors tell the Court that the Disclosure Statement has
been prepared in accordance with Section 1125 of the Bankruptcy
Code and Rule 3016 of the Bankruptcy Rules.

Trism, Inc., the nation's largest trucking company that
specializes in the transportation of heavy and over-dimensional
freight and equipment, as well as material such as munitions,
explosives and radioactive and hazardous waste, filed for
chapter 11 protection on December 18, 2001 in Western District
of Missouri.  Laurence M. Frazen, Esq., at Bryan Cave LLP
represents the Debtors in their restructuring efforts. When the
Company filed for protection from its creditors, it listed $155
million in assets and $149 million in debts.


TRIUMPH CAPITAL: Fitch Lowers Ratings on Five Classes of Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B-1, B-2, C-1, C-2, and D notes issued by Triumph Capital
CBO I Ltd., an arbitrage CBO transaction originated in May of
1999, and removed them from CreditWatch with negative
implications, where they were placed on Oct. 1, 2001. At the
same time, the triple-'A' ratings assigned to the class A-1A, A-
1B, and A-2 notes are affirmed based on a financial guarantee
insurance policy issued by Financial Security Assurance Inc.  
The ratings on the class B-1, B-2, C-1, C-2, and D notes had
previously been placed on CreditWatch with negative implications
on May 31, 2001 and then were subsequently lowered on July 16,
2001.

The current rating action on class B-1, B-2, C-1, C-2, and D
notes reflects factors that have negatively affected the credit
enhancement available to support the notes since the ratings
were last lowered on July 16, 2001. These factors include
continued severe par erosion of the collateral pool securing the
rated notes, a continuing negative migration in the credit
quality of the performing assets in the pool, and a decline in
the weighted average coupon generated by the pool.

Standard & Poor's noted that $130.26 million of asset defaults
have occurred since the July 16, 2001 rating action; this
equates to approximately 23% of the assets that had at that time
been performing. As a result, the overcollateralization ratios
for the transaction have suffered. According to the most recent
monthly report (June 10, 2002), all of the transaction's
overcollateralization ratio tests were out of compliance; the
class A overcollateralization ratio was at 107.2% versus the
minimum required 115.0%, the class B overcollateralization ratio
was at 107.2% versus the minimum required 104.5%, the class C
class overcollateralization ratio was at 93.9% versus the
minimum required 102.0%, and the class D overcollateralization
ratio was at 92.6% versus the minimum required 101.0%.

Both the credit quality and weighted average coupon of the
performing assets in the portfolio have deteriorated since the
July 16, 2001 rating action was undertaken. Currently, more than
50% of the assets in the portfolio come from obligors rated
triple-'C'-plus or lower. Standard & Poor's Trading Model test,
a measure of the ability of the credit quality in the portfolio
to support the ratings assigned to the tranches, is out of
compliance. In addition, the weighted average coupon generated
by the portfolio has declined to 9.70%, versus the minimum
required weighted average coupon of 10.0%. Standard & Poor's has
reviewed the results of cash flow runs generated for Triumph
Capital CBO I Ltd. to determine the level of future defaults the
rated tranches can withstand under various stressed default
timing and interest rate scenarios, while still paying all of
the rated interest and principal due on the notes. When the
results of these cash flow runs were compared with the projected
default performance of the collateral pool, it was determined
that the ratings assigned to the B, C, and D notes were no
longer consistent with the credit enhancement available, leading
to the lowered ratings.

      Ratings Lowered and Removed From Creditwatch Negative

                   Triumph Capital CBO I Ltd.

                      Rating
          Class    To        From              Current Balance
          B-1      CCC-      B/Watch Neg       $35.00 million
          B-2      CCC-      B/Watch Neg       $22.00 million
          C-1      CC        CCC/Watch Neg     $13.00 million
          C-2      CC        CCC/Watch Neg     $3.00 million
          D        CC        CCC-/Watch Neg    $8.00 million

                       Ratings Affirmed

                   Triumph Capital CBO I Ltd.

          Class     Rating          Current Balance
          A-1A      AAA             $72.75 million
          A-1B      AAA             $47.50 million
          A-2       AAA             $395.50 million


TRUDY CORP: Auditor Expresses Going Concern Doubt
-------------------------------------------------
Trudy Corporation, which does business under the name
Soundprints, publishes children's storybooks, audiocassettes and
CD's that are sold in conjunction with contract-manufactured
educational toys to the retail, education, and mail order
markets.

The Company was organized as a Connecticut corporation under the
name Norwest Manufacturing Corporation on September 14, 1979,
changed its name to Trudy Toys Company, Inc., on December 5,
1979, changed its name to Trudy Corporation on March 27, 1984
and was re-incorporated as a Delaware corporation on February
25, 1987.

After failed merger discussions with Futech Interactive
Products, the Company sought new working capital to rebuild. On
November 1, 2000, the Company announced the approval of a
recapitalization plan that was structured to eliminate the
impact of the past merger attempts and to allow the Company to
move forward. This plan led to the Burnham Family lending the
Company an additional $900,000. The proceeds of these loans were
taken in by the Company during the period from November 15, 2000
to March 19, 2001.

On March 19, 2001, the Company announced that its Board of
Directors had approved the conversion of $2.1 million of debt
owed by the Company to William W. Burnham, President and Chief
Executive Officer of the Company, and to members of his family
into 70.8 million newly issued shares of the Company's
common stock. An independent committee of the Board of Directors
valued the Company at $0.03 per share for purposes of the
conversion of the debt.

After this conversion and the issuance of the Company's common
stock, Mr. Burnham, Alice Burnham, his wife and also a director
of the Company, and their children owned 55.1% of the
outstanding common stock in the Company.

On November 13, 2001 Trudy Corporation announced the signature
of an agreement with The Chart Studio (Pty.) Ltd., a privately
held South African company, to form a joint venture. The new
company, Studio Mouse, LLC, is registered in the state of
Connecticut and was formed with the goal of maximizing the
combined intellectual assets of each company, including Trudy's
license with the Smithsonian Institution, by creating new
product formats utilizing a fresh approach to creating book and
"book plus" merchandise.

Soundprints holds a 45% interest in the joint venture and thus
Soundprints consolidates 45% of Studio Mouse's net income on its
income statement.  Since the execution of the operating
agreement, Studio Mouse has developed a customer base including
both North American and international accounts in the
trade, mass market, door-to-door, and educational distributor
sales channels, to which Studio Mouse ships products non-
returnable, directly from the factory of manufacture. This model
alleviates the majority of the need for the financing and
storage of inventory.

The Company's net sales for the year ended March 31, 2002 were
$3,392,808 compared to $1,447,931 for the prior year ended March
31, 2001, an increase of $1,944,877, or 134%.

The significant increase in sales in 2002 was supported, as
mentioned above, by a $900,000 capital and debt infusion in
March of 2001. After 2 years of protracted negotiations with a
company which eventually filed for bankruptcy, Trudy Corporation
entered FY 2002 without a working capital credit line from a
viable lending source. Drawing upon the capital resources of its
closely held shareholders, the Company embarked on a strategy to
rebuild confidence among its vendors, sales force and customers
to demonstrate that it was "back in business." In this regard,
the following strategic actions were taken:

     1.  In 2001, a significant amount of creditor debt was
adjudicated either by 50% compromise or issuing Trudy common
stock for the portion compromised. By July 2001, virtually all
of the creditors whose debt had been compromised had placed the
company back on credit terms at least as favorable as those
offered prior to the merger discussions.

     2.  In order to provide "critical mass" to the company's
publishing schedule by beefing up its new product offerings,
sell products with a wider age profile and expand distribution
to 60% of the book trade (the mass market) were the company had
little or no distribution, Trudy Licensed a nursery rhyme
property from a packager in the U.K. entitled, Mother Goose. The
Mother Goose acquisition enabled the Company to take advantage
of the interest of nursery rhymes through highly creative
illustrations, plush finger puppets and musical audio. A total
of sixty illustrated rhymes and audio together with caricature
finger puppets were purchased, of which 30 were formatted into
six illustrated 36 page "puffy padded" board books with CD and
finger puppets.

     3.  A joint venture, Studio Mouse LLC, was formed with
Chart Studio (Pty) Ltd., a South African publisher, at an
initial $50,000 investment in debt and equity. Studio Mouse's
publishing charter was to service the United States mass market
and worldwide English and foreign language markets at low cost
with formats containing repurposed high quality content from
both partners, shipped FOB factory origin on a non-returnable
basis.

     4.  A mass market independent sales representative was
hired to call on mass market accounts in the United States.

     5.  A cost reduction initiative was taken to source book
printers and plush suppliers at lower manufacturing costs
without compromise to quality. Over the year such efforts
resulted in savings of 30% to 65% on reprints of back list book
titles and plush purchases.

The above strategic actions resulted in sales to mass merchants
and warehouse clubs of $1,382,561. The launch of Mother Goose
resulted in 125,000 copies sold into Wal-Mart, Meijers, Books-A-
Million, and the three warehouse clubs for delivery in January
2002.

Direct mail related revenue was $624,917 compared to $136,346
last year, an increase of $488,571. In the prior year the
company did not conduct a direct mail program. It should be
noted that the 2001 direct mail campaign did not reach its
objectives. The catalogs were mailed over the Labor Day and
October 6th weekends and reached homes the week of September
10th when terrorists struck New York and Washington D.C. and
when the Anthrax mail scare surfaced.

Sales in all other categories (primarily the book, toy and
museum trades) reached $1,385,330 which represents a 6% increase
in sales to these accounts versus the prior year. Fiscal year
2002 was a rebuilding year to toy and gift, bookstore
distributor and museum categories. The impact of the Company's
recapitalization was not evident until the first and second
calendar quarter of 2002 when sales were up 236% and 107%
respectively.

For Studio Mouse, the year ended March 31, 2002 was the first
period of sales (June 1, 2001 to March 31, 2002). Its major
customers during the year included McGraw-Hill Children's
Publishing, Advanced Marketing Services, and Empire Toys &
Stationary. Studio Mouse revenues were $577,000. Trudy
Corporation received 45% of Studio Mouse's net income on its
income statement.

Gross profit for the year ended March 31, 2002 increased to
$1,564,862 from $82,781 for the prior year. The gross profit
ratio was 46.1% compared to 5.7% in the previous year.

The net loss for the year ended March 31, 2002 was $40,170. In
FY 2001, net income was $356,353 after adjusting for
extraordinary gain. The net loss in FY 2001 before adjusting for
the extraordinary item was $1,043,871.

The Company continues to experience a severe working capital
deficiency and negative cash flow from operations. In August
2001, the Company received a 6 month term loan in the amount of
$475,000 to help finance inventory to support Christmas sales.
The loan was repaid in full in January 2002. On January 24, 2002
the Company received a bridge loan in the amount of $300,000 to
finance the purchase of inventory to meet its Spring backlog of
orders. The Company's open sales order backlog as of July 10,
2002 is $285,727

The Company's ultimate ability to continue as a going concern is
dependent upon the market acceptance of its products, an
increase in revenues coupled with continuing licensing support
from its primary licensor, the Smithsonian Institution, and
positive cash flow. The Company will also require
additional financial sources to provide near term operating cash
to move toward profitability. The Company believes that
improvement in sales, consummation of the formation of its joint
venture with Chart Studio, and its ability to borrow money,
albeit not at past levels from its shareholders, will be
sufficient to allow the Company to continue in operation.

Nonetheless, the Company's independent auditors, Abrams and
Company, P.C. of Melville, New York, in their June 24, 2002,
Auditors Report, stated: "[T]he Company has suffered recurring
losses from operations, has a deficiency in working capital, and
a deficiency in net assets and experienced a significant decline
in revenues, except for the year ended 2002. Such factors raise
substantial doubt about the Company's ability to continue as a
going concern."


TYCO INT'L: Working Capital Deficit Tops $2BB at June 30, 2002
--------------------------------------------------------------
Tyco International Ltd. (NYSE: TYC; BSX: TYC; LSE: TYI), a
diversified manufacturing and service company, reported that
revenues from continuing operations for the third quarter ended
June 30, 2002 were $9.12 billion, an increase of 5.1% as
compared to $8.68 billion for the quarter ended June 30, 2001,
and an increase of 5.3% as compared to the $8.66 billion for the
Company's fiscal second quarter.

Including impairment, restructuring and other unusual charges
from continuing operations, which are discussed below, the loss
for the quarter ended June 30, 2002 from continuing operations
was 4 cents per share.

Diluted pro forma earnings from continuing operations for the
third quarter were 45 cents per share as compared to 73 cents
per share for the third quarter of fiscal 2001. The 45 cents per
share in the current quarter was a decrease of 6.3% as compared
to pro forma earnings of 48 cents per share for the second
quarter of fiscal 2002. Pro forma results from continuing
operations for the third quarter of fiscal 2002 are presented
excluding the discontinued operations of CIT, are before
impairment, restructuring and other unusual charges, and assume
the Company's year-to-date tax rate of 18.5%. Assuming the 26.4%
tax rate which was accrued for the quarter on earnings from
continuing operations, earnings were 41 cents per share. The
difference between the accrued and pro forma tax rate reflects
the classification of CIT as a discontinued operation and the
need to provide for the Company's expected full year tax rate of
18.5%.

At June 30, 2002, Tyco's balance sheet shows that its total
current liabilities eclipsed its total current assets by about
$2 billion.

Lead Director John Fort said: "Despite a tough economic
environment and the issues that have faced the company in recent
months, Tyco's businesses have continued to achieve a solid
performance and demonstrate their strong fundamentals. We are
committed to building these world-class operations, and to
enhancing the global leadership positions they have forged in
their industries. Toward this objective, one of our key
priorities is to complete as rapidly as possible the search for
a new CEO who has the right combination of skills to lead our
company forward."

                       CASH AND LIQUIDITY

Free cash flow, after deducting $184 million in spending on the
Tyco Global Network, was approximately $657 million in the
quarter, or 73% of pro forma income from continuing operations.
If TGN spending were excluded, free cash flow would have totaled
approximately $841 million in the third quarter of fiscal 2002,
or 93% of pro forma income from continuing operations. Free cash
flow for the quarter ended June 30, 2002 was below the Company's
initial estimate of $900 million to $1.1 billion, primarily as a
result of an accounts payable balance of approximately $336
million less than expected due to stricter payment terms
stemming from perceived liquidity issues.

Tyco refers to the net amount of cash generated from operating
activities, less capital expenditures and dividends, as "free
cash flow." "Free cash flow" is not a substitute for cash flow
from operating activities as determined in accordance with
generally accepted accounting principles (GAAP). Included as a
reduction of operating cash flows in the third quarter of fiscal
2002 is $178 million related to cash spending on restructuring
and other unusual items, as compared with $58 million in the
third quarter of fiscal 2001.

The Company paid $559 million in cash for acquisitions in the
quarter, including $396 million for the acquisition of dealer
accounts, $63 million relating to purchase accounting
liabilities and $81 million related to contingent deferred
purchase price on prior acquisitions. Free cash flow is
calculated before these expenditures.

Tyco Industrial's debt-to-capitalization ratio was 49.0% at June
30, 2002 compared to 48.7% at March 31, 2002. The net debt-to-
capitalization ratios were 43.8% and 41.5%, respectively, for
the same periods. The change in the ratios reflect the loss on
discontinued operations during the third quarter without the
benefit from the proceeds of the CIT IPO. On a pro forma basis
to reflect the proceeds received subsequent to June 30, net
debt-to-capitalization is 35.5%.

      IMPAIRMENT, RESTRUCTURING AND OTHER UNUSUAL CHARGES

The impairment, restructuring and other unusual charges from
continuing operations consisted of the following:

     * Goodwill write-offs - $513 million pre-tax, or 26 cents
per share after-tax, related to the impairment of goodwill at
the Tyco Telecommunications and Tyco Engineered Products and
Services businesses. These are all non-cash charges.

     * Impairment of long-lived assets - $239 million pre-tax,
or 10 cents per share after-tax, of which $125 million relates
to intangibles associated with Healthcare businesses which have
been exited and $105 million relates to software development
projects at ADT which have been cancelled. These are all non-
cash charges.

     * Restructuring costs - $72 million pre-tax or 3 cents per
share after-tax. This is a cash charge, and is related primarily
to severance and facility closings associated with streamlining
initiatives in each of the Company's business segments as well
as Tyco's Corporate group. These streamlining plans involve
1,300 employees, 4 manufacturing plants and 42 sales and
distribution facilities worldwide. These plans were all
announced during the quarter ended June 30, 2002.

     * Other charges - $131 million pre-tax or 6 cents per share
after-tax. Approximately 83% is a cash charge, and is comprised
primarily of charges associated with the termination of the
Company's break-up plan.

     * Taxes - $87 million, or 4 cents per share, related to the
tax rate on continuing operations.

     PRO FORMA QUARTERLY RESULTS FROM CONTINUING OPERATIONS

Quarterly segment profits and margins for the Company's
Electronics, Healthcare and Specialty Products, Fire and
Security Services, and Engineered Products and Services segments
that are presented in the discussions below are operating
profits before impairment, restructuring and other unusual
charges and credits and, for the period ended June 30, 2001,
goodwill amortization. Additionally, results for the period
ended June 30, 2001 reflect the adoption of SAB101. We have
presented our Engineered Products and Services group, formerly
Tyco Flow Control, as a separate segment for all periods
presented to conform with current internal reporting structures.
Previously, its results were included in the Electronics and
Fire and Security Services segments. Results before impairment,
restructuring and other unusual charges are commonly used as a
basis for operating performance, but should not be considered an
alternative to operating income determined in accordance with
GAAP. For GAAP results by segment, see the accompanying table to
this press release. All dollar amounts are stated in millions.

                          ELECTRONICS

For the quarter ended June 30, 2002 as compared to the quarter
ended June 30, 2001, revenues for Tyco's electronics businesses,
excluding Tyco Telecommunications which is discussed below,
decreased approximately 12% to $2.51 billion. Earnings at Tyco's
electronics businesses, excluding Tyco Telecommunications, were
$361.5 million, or 14.4% margin, for the quarter ended June 30,
2002 compared to $719.5 million, or 25.1% margin for the quarter
ended June 30, 2001. On a sequential quarterly basis, revenues
increased 8% and earnings declined 8%. The year over year
decrease in revenues resulted from a continued softness in
demand in the end markets the Company serves, with weak market
conditions across all geographic regions. The business units
most severely impacted serve the telecommunications, power
systems, communications, and printed circuit markets of
Electronics. Sequentially, revenues have improved in each of the
major end markets, most notably computer and consumer
electronics, industrial, and distribution. The year over year
margin decline was predominantly caused by decreased volume,
partially offset by improvements in selling, general, and
administrative expenses. Sequentially, price erosion continues,
though at a lower level than previous quarters.

The outlook for the Electronics end markets remains difficult
for telecommunications products and revenues are expected to be
sequentially flat. The remaining end markets should provide 2 to
5% growth within their area. Book to bill ratios are improving
for all end markets except telecommunications. The division
continues to focus on product innovation and customer service,
as evidenced by the following recent awards and new contracts:
Celestica Partners in Performance award; Arrow Electronics award
for fastest growing supplier; TTI, Inc. Supplier Excellence
Award; Honda Motor Company's Honda Quality Performance Award;
and M/A-COM's $33 million contract for its OpenSky network in
Oakland County, MI in support of Homeland Security.

Revenues at Tyco Telecommunications decreased year over year
over 77%, and sequentially 14%, to $139.4 million, due to fewer
third-party manufacturing contracts and a very weak undersea
capacity sales market. It is expected that this business will
continue to generate operating losses for the near term, as this
market is not expected to show signs of recovery for the
foreseeable future.

               HEALTHCARE AND SPECIALTY PRODUCTS

The Healthcare and Specialty Products segment revenues for the
third quarter of fiscal 2002 increased 12% over the same period
a year ago, and 3% from the previous sequential quarter. Changes
related to the components within the segment are detailed below.

Tyco Healthcare revenues increased year over year 13% to $2.04
billion, and 4% from the previous sequential quarter. Within
Tyco Healthcare, the revenue increase was driven primarily by
the acquisition of Paragon Trade Brands in January of 2002, but
also by sales from new products at USSC and Valleylab, and
increases in each of Mallinckrodt's major product categories.
The International group continued its strong performance as
well. These increases were partially offset by declines in
certain product lines as a result of competitive pressures and
the exiting of certain businesses. Earnings were $452.3 million
for the third quarter of fiscal 2002, or flat with the prior
year. Margins decreased as compared to June 30, 2001 in the
healthcare business as the benefits of ongoing cost reduction
plans and higher volume were offset by margins at Paragon, which
are lower than the segment average, product mix, and higher
selling expenses in certain areas. The outlook for Healthcare
remains fundamentally strong, and it should continue to see
increased revenues from recent new product launches such as
USSC's Spiral Radius product, Valleylab's LigaSure ATLAS and AXS
instruments, and Mallinckrodt's Fluoxetine product line.

Tyco Plastics' revenues increased 6% year over year, and 1% from
the previous sequential quarter, to $483.9 million. Revenue
increases for both periods were due to acquisitions, as organic
revenues declined as a result of general market weakness which
has impacted volumes and selling prices in the hangar business,
as well as volume declines at the adhesives business due to the
loss or delay of certain customer contracts. Margins were down
year over year in the group as a result of the volume shortfalls
and pricing issues.

                  FIRE AND SECURITY SERVICES

Tyco Fire and Security achieved revenue increases of 42% year
over year and 6% from the previous sequential quarter. Year over
year the increase is primarily the result of acquisitions, such
as Sensormatic, Security Link and Edison and strong performance
from the ADT Authorized Dealer sales programs. Strong
performance by Fire Protection in Europe and Simplex/Grinnell in
the U.S. contributed as well. Sequentially, the Security
business is down slightly, as increased demand generated in the
post-September 11 environment has now declined.

While segment profits increased year over year, they were down
sequentially, and down as a percentage of revenues for both
periods due to increased amortization expense in the current
year third quarter in the Security business, primarily
Sensormatic, losses on contracts in Northern Europe and
Australian fire protection businesses, and lower profitability
in non-U.S. security businesses as a result of more difficult
commercial markets.

The Fire and Security businesses continue to focus on providing
comprehensive solutions for their customers. Among the new
program launches and contracts awarded recently are the
following: T-DAR, launched by ADT US, is a new detection system
for airports utilizing optical tracking technology; AssetPro, an
anti-shoplifting solution designed specifically for small and
mid-size retailers; Thunderstorm 1x3 from Ansul, a new foam fire
suppression product developed and sold exclusively for Williams
Fire & Hazard; Homeland Security Contracts -- ADT has won a
number of contracts that cover airports, water and sewer
facilities, and government locations; National agreement with
the #1 pharmacy in America awarded to Simplex/Grinnell to
provide life-safety services; Sommerton (Australia) Power
Station -- project involves products and services from multiple
Tyco companies, including Tyco Fire & Security Australia,
Wormald, ADT, and O'Donnell Griffin Water Technology.

                 ENGINEERED PRODUCTS AND SERVICES

At Tyco Engineered Products and Services (formerly Tyco Flow
Control), revenues increased by approximately 18% over the prior
year and 7% from the previous sequential quarter, resulting from
a combination of small acquisitions, higher volume and increased
selling prices in certain sectors. Tyco Valves & Controls
benefited from the integration of several smaller acquisitions
and strong efforts to generate additional volume to offset
continued global market pressures, particularly in the
industrial process, oil and gas, power, and water markets.
Within Tyco Electrical and Metal Products, pricing increases and
the acquisition of Century Tube offset weak product demand in
certain areas. Tyco Infrastructure and Tyco Fire and Building
Products both experienced strong year over year growth, although
the current weak commercial construction markets and economic
uncertainties are causing some project delays and a more
competitive market environment. Segment profits were down year
over year primarily due to decreases in royalty payments from
divested businesses. While there is weakness in certain of the
markets the businesses serve, as well as worldwide competitive
pressures, measures in place to control costs enabled each of
the businesses to achieve a sequential increase in profits.

                 FISCAL 2002 AND 2003 GUIDANCE

Earnings per share from continuing operations are expected to be
in a range of 45 cents to 47 cents, before unusual items, for
the fourth quarter, which would put the full year pro forma
earnings in a range of $1.99 to $2.01, on total revenues of
approximately $36 billion. Free cash flow, after deducting
spending on the TGN, is expected to approximate $1 billion in
the fourth quarter of fiscal 2002 and $2.5 billion for the full
fiscal year. The Company anticipates that fiscal 2003 earnings
per share will be in a range of $2.10 to $2.25, on total
revenues of approximately $38 billion, and free cash flow will
be in a range of $4 billion to $4.5 billion.

Tyco International Ltd., is a diversified manufacturing and
service company.  Tyco is the world's largest manufacturer and
servicer of electrical and electronic components; the world's
largest designer, manufacturer, installer and servicer of
undersea telecommunications systems; the world's largest
manufacturer, installer and provider of fire protection systems
and electronic security services and the world's largest
manufacturer of specialty valves.  Tyco also holds strong
leadership positions in medical device products, and plastics
and adhesives.  Tyco operates in more than 100 countries and had
fiscal 2001 revenues from continuing operations of approximately
$34 billion.


TYCO INTL: Denial of Bankruptcy Rumors Spurs S&P to Keep Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings,
including its triple-'B'-minus corporate credit rating, on Tyco
International Ltd., and its subsidiaries remain on CreditWatch
with negative implications following the company's recent
earnings announcement, appointment of a new CEO, and denial of
bankruptcy rumors.

Hamilton, Bermuda-based Tyco is a diversified company with total
debt of about $26 billion.

"Standard & Poor's believes that reports regarding a planned
bankruptcy filing by Tyco are unfounded", said Standard & Poor's
credit analyst Cynthia Werneth, "and the company strongly
refuted this rumor during the teleconference it hosted on July
25th". The same day, Tyco announced the appointment of Edward
Breen, former president and chief operating officer of Motorola
Inc., as chairman and chief executive officer. "Standard &
Poor's views the appointment of Mr. Breen, who is generally
well-regarded, as a positive development", said Ms. Werneth.

Standard & Poor's noted that Tyco began the quarter with more
than $7 billion in cash following the recent IPO of its
commercial finance subsidiary. Management intends to use a
significant portion of this to reduce debt. Recent earnings were
broadly in line with expectations, but free cash flow was below
expectations due to tighter payment terms from suppliers that
reduced operating cash flow by more than $300 million.

Standard & Poor's said that the CreditWatch would be resolved
based on how management addresses the gap between cash balances
plus free cash flow and obligations coming due in the next 18
months.

Standard & Poor's said it will continue to monitor developments
in connection with the ongoing investigations of alleged tax
evasion by Tyco's former CEO, as well as corporate governance
issues. Standard & Poor's will also continue to monitor the
performance of Tyco's still well-diversified business portfolio
and its efforts to stem any damage recent events have had on
customer, supplier, or employee relationships.

Tyco International Group's 6.875% bonds due 2002 (TYC02USR1),
DebtTraders says, are trading at 96 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=TYC02USR1for  
real-time bond pricing.


US TIMBERLANDS: S&P Ratchets Junk Rating Up to 2 Notches
--------------------------------------------------------
Standard & Poor's Ratings Services has raised its corporate
credit and senior unsecured debt ratings on timber company U.S.
Timberlands Klamath Falls LLC and its affiliate, U.S.
Timberlands Finance Corp., to triple-'C'-plus from triple-'C'-
minus after company management confirmed that the May 15, 2002,
interest payment on the $225 million of senior unsecured notes
issued jointly by the two companies was made within the 30-day
grace period.

Standard & Poor's said it had also removed the ratings from
CreditWatch. The current outlook is negative. The senior
unsecured notes represent the total amount of debt outstanding.

"The revised ratings reflect the fact that the volume of
merchantable timber on Klamath's properties--about 500,000 acres
in Oregon--has deteriorated significantly during the past few
years, primarily because of aggressive harvest levels", said
Standard & Poor's credit analyst Cynthia Werneth.

Standard & Poor's also noted that given the substantial erosion
in the company's standing timber asset base to date, there is a
risk that Klamath's property value will be insufficient to
permit refinancing of the entire $225 million of notes at their
maturity in 2007. It is also possible that the company could
default on its debt obligations before then if the harvest
levels necessary to meet interest expense remain onerous and
extend the rapid dissipation of assets. Standard & Poor's said
that its ratings on the company will be lowered if the value of
the assets continues to deteriorate.


USG CORP: Court Okays ARPC as Trafelet's Evaluation Consultants
---------------------------------------------------------------
USG Corporation's Future's Representative, Dean M. Trafelet,
obtained Court approval to employ and retain Analysis, Research
& Planning Corporation as evaluation consultants, nunc pro tunc
to June 6, 2002, the date ARPC began working on USG-related
matters for him.

The current hourly rates for ARPC professionals are:

         Principals           $350-$450
         Senior Consultants   $250-$350
         Consultants          $180-$250
         Analysts             $125-$200

The Futures Representative anticipates ARPC will render
consulting services during these Chapter 11 cases, including:

         (a)  Estimating the number and value in total and by
              disease of present and future asbestos-related
              claims and demands for each of the Debtors and
              the non-debtor subsidiaries;

         (b)  Developing claims procedures to be used in the
              development of financial models of the assets of
              and payment by a claims resolution trust;

         (c)  Analyzing and responding to issues relating to the
              establishment of one or more bar dates with
              respect to the filing of asbestos-related claims;

         (d)  Analyzing and responding to issues relating to
              notice procedures concerning asbestos-related
              claimants and assisting in the development of
              those notice procedures;

         (e)  Assessing the Debtors', the Committees', or other
              parties in interest's proposals regarding claims
              estimation, demands and formulation of a claims
              resolution trust pursuant to Section 524(g) of the
              Bankruptcy Code;

         (f)  Assisting the Futures Representative in
              negotiations with the Debtors, the Committees, and
              other parties in interest regarding the foregoing;

         (g)  Rendering expert testimony as required by the
              Futures Representative;

         (h)  Assisting the Futures Representative in the
              preparation of testimony or reports by other
              experts and consultants;

         (i)  Obtaining all previously filed public data
              regarding estimations against other defendants in
              asbestos-related proceedings;

         (j)  Analyzing and evaluating other ongoing asbestos-
              related litigations, including, if necessary,
              tobacco-related litigations;

         (k)  Other advisory services as may be requested by the
              Futures Representative from time to time. (USG
              Bankruptcy News, Issue No. 29; Bankruptcy
              Creditors' Service, Inc., 609/392-0900)


VECTOUR ENERGY: Lender Further Extends Debt Maturity to Aug. 24
---------------------------------------------------------------
Vector Energy Corporation (OTCBB:VECT) has reached agreement
with its secured lender to extend the maturity of its debt from
July 24, 2002 to August 24, 2002.

Vector Energy Corporation is a Houston-based company primarily
engaged in the acquisition, development and production of
natural gas and crude oil.


WARNACO GROUP: Keeping Plan Filing Exclusivity Until August 30
--------------------------------------------------------------
The Warnaco Group, Inc., and its debtor-affiliates obtained
extension of their Exclusive Periods. The Court gave the Debtors
until August 30, 2002, the exclusive right to file the plan of
reorganization, and until October 31, 2002 to solicit
acceptances of that plan from their creditors.


WHEELING-PITTSBURGH: Continuing Tatum's Engagement through Aug.
---------------------------------------------------------------
For the third time, Wheeling-Pittsburgh Steel Corp., and its
debtor-affiliates sought and obtained the Court's permission to
continue Tatum CFO Partners LLP' employment -- this time,
through August 2002.

Tatum has made substantial progress in its attempt to:

    (a) obtain alternative financing sources for OCC, and

    (b) in its negotiations with Dong Yang Tin Plate of Korea,
        the remaining 50% shareholders of OCC, restructure WPC's
        ownership interest in OCC.

But Tatum still needs more time to complete its services.  The
target completion date is August 2002.

James R. Duncan, Jr., will continue to provide specific services
for WPC, WPSC and the Debtors.  Mr. Duncan is expected to:

    (1) assist WPC in the development of a recapitalization
        strategy for WPC's substantial equity interest in OCC;

    (2) assist WPC with respect to enhancing the value of
        WPC's equity interest in OCC;

    (3) assist WPC in the development of a strategy for
        the disposition of some or a part of WPC's equity
        interest in OCC;

    (4) assist WPC and the Debtors with any negotiations
        involving Dong Yang Tin Plate of Korea relating to
        these services;

    (5) assist the Debtors in considering the OCC banking
        relationships and acting as a liaison for the Debtors
        with OCC's current lenders in responding to any
        information requests received by the Debtors from
        OCC's lenders;

    (6) assist WPSC in maintaining its favorable supply
        agreement with OCC relating to the sale of tin plate;
        and

    (7) provide other necessary services as requested by the
        Debtors.

The Debtors will compensate Tatum at its ordinary billing rate
of $150 per hour, but not to exceed $1,350 in any one day, in
accordance with its customary billing practices regarding
charges and expenses.

Tatum received a $20,000 retainer from the Debtors.  Tatum and
the Debtors agree that Tatum will apply the retainer against the
20% professional fee holdback in connection with the fee
applications.  The current balance is $13,019. (Wheeling-
Pittsburgh Bankruptcy News, Issue No. 24; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


WILLIAMS: Fitch Hatchets Senior Unsec. Debt Rating Down to BB-
--------------------------------------------------------------
The Williams Companies, Inc.'s senior unsecured debt rating has
been downgraded to 'BB-' from 'BB+' by Fitch Ratings. The short-
term rating for WMB remains at 'B'. In addition, the senior
unsecured debt rating for WMB's three pipeline issuing
subsidiaries, Northwest Pipeline Corp., Texas Gas Transmission
Corp., and Transcontinental Gas Pipe Line Corp., are lowered to
'BB' from 'BBB-'. All outstanding ratings remain on Rating Watch
Negative.

The rating action follows Fitch's review of WMB's near-term
operating cash flow and liquidity profile. Although WMB's core
asset based businesses, including the FERC regulated gas
pipeline segment and diversified Energy Services business,
should produce relatively predictable cash flows through year-
end 2002, the energy marketing and trading segment is performing
well below prior expectations due to increasing cash margin
requirements and a lack of new origination activities which has
impaired WMB's ability to mitigate risk under the unhedged
portion of its power tolling contract portfolio. This trend is
likely to continue for the foreseeable future.

The subsequent lapsing of WMB's $2.2 billion credit facility on
July 23, 2002 has placed a significant strain on WMB's near-term
liquidity profile. Currently, available liquidity approximates
$1.14 billion consisting of $440 million in cash and $700
million of available funds under WMB's existing three-year
revolving credit facility. However, with $750 million of
upcoming debt maturities in July and August, $185 million of
rating trigger related payments, and the posting of cash
collateral for energy trading activities, the successful
execution of WMB's pending secured credit facility in the near
term is of utmost importance.

WMB's outstanding ratings remain on Rating Watch Negative with
further downward rating pressure dependent on the successful
execution of a new secured credit facility in the near term and
WMB's ability to restore its liquidity profile. Fitch notes that
WMB does appear to have a sufficient degree of flexibility under
its existing bond indentures to offer the banks a relatively
attractive security package. Potential assets to be pledged
include the natural gas and oil reserves acquired in the August
2001 merger with Barrett Resources Corp. and other unencumbered
nonregulated energy assets operated by WMB's Energy Services
segment.

                     Rating Actions:

                The Williams Companies, Inc.

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

--Feline PACs to 'BB-' from 'BB+'; --Short-term rating remains
    at 'B' .

                   WCG Note Trust

--Senior notes to 'BB-' from 'BB+'.

                Northwest Pipeline Corp.

--Senior unsecured notes and debentures to 'BB' from 'BBB-'.

              Texas Gas Transmission Corp.

--Senior unsecured notes and debentures to 'BB' from 'BBB-'.

           Transcontinental Gas Pipe Line Corp.

--Senior unsecured notes and debentures to 'BB' from 'BBB-'.


WORLDCOM: Wants to Honor & Pay Prepetition Foreign Obligations
--------------------------------------------------------------
To effectively operate their networks and provide seamless
communications services to their customers in the multitude of
countries outside of the United States, Worldcom Inc., and its
debtor-affiliates, rely on the services from vendors, service
providers, landlords, and government-owned entities in each
foreign jurisdiction in which it operates.  The vast majority of
the Debtors' Foreign Creditors, however, can be broken down into
three categories, namely:

A. Local Telephone Providers:  Local Telephone Providers provide
   termination services for voice, data, and communications
   throughout the world.  This termination service is sometimes
   referred to as "last mile" service which allows the Debtors
   to sell worldwide services, maintain global reach for its
   networks, and ensure consistent services in over 200
   countries around the world.

B. Cable Maintenance and Restoration Service Providers:
   The Debtors' global network includes undersea and
   international cable and other network assets that require
   maintenance services from the Maintenance Providers in order
   to keep its global network functioning properly.  Without
   these services, Debtors' international network would
   deteriorate and diminish its service capacity or worse, shut
   down completely.

C. Voice, Data, Collocation, and Maintenance Providers:  The In-
   Country Providers provide Debtors access to their networks
   and other assets, usually pursuant to leases or usage
   agreements.  The continued usage of the In-Country Providers'
   network assets is vital to Debtors' ability to operate its
   international network and provide its customers the
   "seamless" communications services upon which Debtors' global
   business plan is premised.

According to Lori R. Fife, Esq., at Weil Gotshal & Manges LLP in
New York, the Debtors' ability and competitive advantage in
providing seamless global services would be destroyed if the
Foreign Creditors, who are not subject to the automatic stay
under Section 362 of the Bankruptcy Code, could unilaterally
terminate service as a result of failure to pay amounts owed for
the prepetition period.

By this Motion, the Debtors seek the Court's authority to pay
its prepetition obligations to Foreign Creditors, including
Local Telephone Providers, Maintenance Providers, and In-Country
Providers.

Ms. Fife emphasizes that the relief requested relates only to
the Debtors' prepetition obligations and does not provide for
the payment of obligations of the Debtors' non-U.S. subsidiaries
or affiliates.  On a weekly basis, the Debtors pay $35,000,000
to Foreign Creditors on account of the critical services.  The
Debtors estimate that, on a weekly basis, the revenues generated
from the continued use of the network assets maintained, and
services provided, by the Foreign Creditors is $70,000,000.
Moreover, the Debtors are not seeking to pay Foreign Creditors
in a single, lump-sum payment.  Rather, the Debtors will
continue to pay these amounts only as they become due and
payable.

Ms. Fife believes that the failure to satisfy the obligations of
certain Foreign Creditors is likely to have a detrimental effect
upon the Debtors' business operations and its efforts to
reorganize.  Although Section 362 of the Bankruptcy Code
provides that the filing of a chapter 11 petition "operates as a
stay, applicable to all entities," of creditor remedies, the
power of a United States court to enforce its jurisdiction
against an entity without a presence in the United States is
dubious.  As many of the Foreign Creditors lack minimum contacts
with the United States, the Court will be unable to prevent
these Foreign Creditors from acting in contravention of and
violating the Automatic Stay by pursuing remedies against the
Debtors' property located outside of the United States.

Absent payment of prepetition obligations, Ms. Fife fears that
certain Foreign Creditors will likely cease providing the
services necessary to maintain operation of the Debtors'
worldwide voice, data, and IP networks until their claims are
paid in full.  Furthermore, Foreign Creditors may:

A. take enforcement action under local law,

B. move to revoke the licenses held by Debtors and its
   international affiliates,

C. seize Debtors' assets located in foreign countries, and

D. bring civil and, in some cases, even criminal actions against
   the Debtors' officers and directors.

Without continuance of their foreign operations, the Debtors
will be unable to operate its networks.  The shutdown of certain
foreign portions of its networks will cause large segments of
the Debtors' and its customers' networks to "go dark," cutting
service to entire areas of the world and thereby destroying the
value of the voice and data networks.

Ms. Fife asserts that the uninterrupted foreign operations are
essential to the maintenance of the Debtors' global networks and
the provision of its core services of voice, data, and IP
services.  In order to preserve the value of their assets, the
Debtors must be allowed to continue to satisfy its Foreign
Creditor obligations.  Failure to fund these obligations will
result in the systematic dismemberment of the Debtors' networks
and will preclude any ability to reorganize.

Ms. Fife contends that the satisfaction of obligations owed to
the Debtors' Foreign Creditors is absolutely crucial to the
preservation and protection of the Debtors' estates, and
ultimately to a successful reorganization.  Without the support
of their Foreign Creditors, the interests of all creditors will
suffer immeasurably as the value of Debtors' estates is likely
to suffer drastic diminution. (Worldcom Bankruptcy News, Issue
No. 2; Bankruptcy Creditors' Service, Inc., 609/392-0900)  

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


WORLDCOM INC: Sutter Unit Offers to Buy Shares of Several Trusts
----------------------------------------------------------------
Sutter Opportunity Fund 2, LLC, an affiliate of San Francisco
based Sutter Capital Management, has offered to acquire shares
of several trusts holding securities issued by bankrupt
WorldCom, Inc.  The trusts have all been suspended from trading
on the New York Stock Exchange, and the offers may provide
liquidity to shareholders who otherwise may have no ability to
sell their shares. Sutter offered $0.25 per share for Preferred
Plus Trust Series WCM-1, $0.25 per share for CorTS Trust for
WorldCom Notes, $0.25 per share for Saturns Trust Series 2001-5,
and $0.25 per share for Corporate Backed Trust Certificates
Series 2001-17.

To request a copy of the offers, please contact Sutter by
facsimile at (415) 788-1515 or by email at
karen@suttercapital.com  Shareholders who are considering
tendering their shares are strongly urged to read the offer in
its entirety as it contains significant terms and conditions
that limit Sutter's liability and its obligation to consummate
the offer in certain circumstances.


WORLDCOM: Names Gregory Rayburn as Chief Restructuring Officer
--------------------------------------------------------------
WorldCom, Inc., (Nasdaq: WCOEQ, MCWEQ) has appointed Gregory F.
Rayburn as chief restructuring officer, and John S. Dubel as
chief financial officer. Both executives are principals with
AlixPartners, LLC, one of the nation's premier corporate
restructuring firms.  Mr. Rayburn and Mr. Dubel were appointed
by, and will report directly to, John Sidgmore, WorldCom
president and chief executive officer. The arrangements with
AlixPartners are subject to Bankruptcy Court approval.

"These appointments are an important step in moving WorldCom
forward," said Sidgmore. "In a short time, we have secured two
of the most highly qualified and experienced restructuring
executives available. Their task will be to support our efforts
to emerge from reorganization as quickly as possible with a
healthy business focused on its core capabilities. During this
process, WorldCom will continue to provide world-class services
to our customers."

Mr. Rayburn and Mr. Dubel will manage WorldCom's restructuring,
including negotiating with existing creditors, evaluating
proposals, overseeing the development of financial projections,
disseminating appropriate information to stakeholders and
overseeing the sale of any non-core assets.

"Our focus is on the future of WorldCom," said Mr. Rayburn. "As
an innovative leader in the communications business, with more
than 20 million customers and 60,000 employees worldwide,
WorldCom has real business value. John Dubel and I look forward
to working with John Sidgmore, the Board of Directors and the
creditors to develop and implement a reorganization plan that
will maximize value for the company's stakeholders, while
preserving the integrity of its core business."

Mr. Sidgmore pointed out that Mr. Rayburn has extensive
experience in operations, financial analysis, mergers and
acquisitions and valuations. Mr. Dubel's restructuring
experience includes operational reorganizations and cost
reductions, financial department restructurings, strategic
repositioning and divestitures. His industry experience includes
telecom and high technology, manufacturing, financial services
and oil and gas.

"Greg, John and their firm have demonstrated financial acumen
and a reputation for building consensus and achieving results,"
said Sidgmore. "They are skilled at addressing complex problems
and opportunities in a changing marketplace, while operating
with the highest ethical standards."

Mr. Rayburn joined AlixPartners in August 2000. Most recently he
acted as both CEO and CRO in the just completed successful
restructuring of Sunterra Corporation. Formerly, he was the
president and co-founder of The Capstone Group, a private
investment partnership. Before founding Capstone, he served as
Chairman and CEO of the fourth largest U.S. retailer of fabric
and crafts.  Mr. Rayburn is a Certified Public Accountant and a
Certified Fraud Examiner. He belongs to the Turnaround
Management Association, the American Institute of Certified
Public Accountants, and the American Bankruptcy Institute.

Prior to joining AlixPartners in 2002, Mr. Dubel ran his own
turnaround firm. During that time, he served as Chief
Restructuring Officer and COO at CellNet Data Systems, Inc.
CellNet is the leading provider of data and information
management services in the telemetry industry and the fourth
largest domestic wireless carrier based on subscriber endpoints.
Mr. Dubel is a Certified Insolvency and Reorganization
Accountant, a past board member and officer of the Association
of Insolvency and Restructuring Advisors, and a member of the
Turnaround Management Association and the American Bankruptcy
Institute.

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 one fixed monthly price. For more information, go
to http://www.worldcom.com  

AlixPartners, LLC, a Delaware limited liability company --
http://www.alixpartners.com-- is an internationally recognized  
leader in providing hands-on, results-oriented consulting to
solve operational, financial, transactional and legal challenges
for Fortune 1000 companies. It provides services in performance
improvement, turnaround and restructuring, financial advisory
and information technology. It has more than 170 professionals
in its Detroit, New York, Chicago and Dallas offices.


XEROX CORP: Reports Strongest Quarterly Operational Performance
---------------------------------------------------------------
Xerox Corporation (NYSE: XRX) announced a return to
profitability based on the company's strongest quarterly
operational performance since beginning a significant
transformation in October 2000.

The company reported second-quarter earnings of 12 cents per
share including restructuring charges of 4 cents per share and a
3-cent per share loss from unhedged foreign currency.

"Xerox has its eye on one clear objective: building value for
our customers and shareholders. We continue to improve all areas
of our global operations, reducing costs, enhancing liquidity
and generating cash from operations," said Anne M. Mulcahy,
Xerox chairman and chief executive officer. "This management
team has put difficult matters behind us while creating a new
Xerox that is stronger, leaner, and faster. The result: a return
to profitability that speaks to the resiliency of our people and
the confidence of our customers who recognize the value and
competitive advantages of Xerox's strengthened offerings."

Operational improvements led to gross margins of 42.5 percent, a
year-over-year increase of 3.4 percentage points. Selling,
administrative and general costs decreased $110 million or 9
percent from second quarter 2001.

In the second quarter, Xerox generated operating cash flow of
$541 million, reflecting improved profitability and disciplined
management of the balance sheet.

While investing in growth, Xerox also continued its relentless
focus on cost reductions. The company implemented initiatives in
2001 that will reduce its annualized cost base by more than $1.1
billion and has taken additional actions in the first half of
this year that will further reduce costs by about $175 million.
Worldwide employment declined 2,200 in the second quarter to
72,400. Research and development spending was 6 percent of
revenue, reflecting the company's commitment to fostering
innovation in its three key markets: the office, production and
services.

Xerox reported second-quarter revenue of $4 billion, a year-
over-year decline of 8 percent. Approximately 30 percent of the
second-quarter revenue decline was due to the company's exit
last year from the retail small office/home office equipment
business as well as reductions in its developing markets
operations. The DMO revenue decline reflects the transition to a
business structure that prioritizes cash flow and profitable
revenue. This strategy along with operational efficiencies led
to a profitable quarter for Xerox's developing markets business.

Delivering on a commitment to strengthen its product portfolio,
Xerox recently launched several breakthrough products including
the next-generation Document Centre and DocuColor multifunction
systems and an expanded line of Phaser color printers for the
office. Mulcahy noted that these new products, along with the
company's launch this year of the DocuColor iGen3 digital
production press, place Xerox in a strong competitive position
to capture market share.

"Xerox's portfolio of offerings has never been stronger and,
supported by a breadth of services and solutions, is
strategically designed to exploit key opportunities in our core
businesses. At the same time, we are significantly improving
margins in the office and production markets where we're winning
customers with our competitively priced and superior
technology."

Commenting on the company's financial health, Lawrence A.
Zimmerman, Xerox senior vice president and chief financial
officer, said, "In a short period of time, Xerox has taken the
right steps to improve its liquidity, reducing debt by 14
percent in the past year while maintaining a strong worldwide
cash position of about $1.9 billion at the end of June."

Zimmerman also noted that Xerox recently completed the
renegotiation of its bank facility, repaying $2.8 billion,
agreeing to pay an additional $700 million by Sept. 15 and
extending the maturity date for the remaining balance.

"The flow through from operational improvements, a rich product
portfolio and a fortified balance sheet are the key enablers to
building value for customers and shareholders. We're making
impressive progress in each area and will continue to deliver on
a well-defined strategy that focuses on long-term financial
health. And, we are doing so with a commitment to the highest
integrity of financial reporting and strengthened internal
controls," he said.

Mulcahy added, "We will continue to build momentum in the
marketplace through new product and service offerings as well as
operational improvements that will strengthen bottom-line
performance. These actions position us well for a return to
full-year profitability."

As previously reported, Fitch downgraded its rating on Xerox
Corp.'s senior unsecured debt to BB- to reflect its weak credit
protection measures.

Xerox Corporation's 9.75% bonds due 2009 (XRX09USA1) are trading
at 80, DebtTraders reports. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=XRX09USA1


XETEL CORP: Obtains Extension to Bank Facility Until August 22
--------------------------------------------------------------
XeTel Corporation (Nasdaq:XTEL), a comprehensive electronics,
manufacturing and engineering solution provider, has received an
extension of its existing asset based loan facility with Silicon
Valley Bank.

This extension will last until Aug. 22, 2002. Also, XeTel is
announcing that it has received a partial refund from the IRS.
As a result, it has eliminated the $1M trade draft liability
with a financial company described in the most recent 10K
filings.

Founded in 1984, XeTel Corporation is ranked among the top 50
electronics manufacturing services industry providers in North
America. The company provides highly customized and
comprehensive electronics manufacturing, engineering and supply
chain solutions to Fortune 500 and emerging original equipment
manufacturers primarily in the networking, computer and
telecommunications industries. XeTel provides advanced design
and prototype services, manufactures sophisticated surface mount
assemblies and supplies turnkey solutions to original equipment
manufacturers. Incorporating its design and prototype services,
assembly capabilities, together with materials and supply base
management, advanced testing, systems integration and order
fulfillment services, XeTel provides total solutions for its
customers. XeTel employs over 300 people and is headquartered in
Austin, Texas, with manufacturing services operations in Austin
and Dallas, Texas.

For more information, visit XeTel's Web site at
http://www.xetel.com

As previously reported, Xetel's audit opinion included in the
Form 10-K contained an explanatory paragraph noting the
independent accountant's substantial doubt that the Company can
sustain its operations as a going concern.


YUM! BRANDS: Reports Better Operational Results for 2nd Quarter
---------------------------------------------------------------
Yum! Brands, Inc. (NYSE: YUM), reported results for the second
quarter ended June 15, 2002.

     -- Raises full-year 2002 ongoing operating EPS guidance to
at least $1.88 from the previous range of $1.82-$1.85

     -- Reports June/July (Period 7) sales: U.S. blended same-
store sales increased 3%, international system sales increased
14% prior to foreign exchange conversion Highlights of the
second quarter:

     -- International revenues grew a record 18% and
international ongoing operating profit increased 47%, both in
U.S. dollar terms.

     -- Worldwide restaurant margin increased 2.2 percentage
points to 16.7%, a record high level.

David C. Novak, Chairman and CEO said, "Yum! Brands had an
outstanding first half, and we expect continued earnings growth
for the balance of the year. Our second-quarter results were
even better than expected, driven by exceptional performance at
our international business and Taco Bell.

"International revenues grew at a record rate of 18%, and
international ongoing operating profits increased 47%. U.S.
blended company same-store sales increased 3%, and U.S. ongoing
operating profit grew 16%. Taco Bell led the way with 8% company
same-store sales growth.

"We also continued to make significant progress in executing our
innovative and unique multibranding strategy where we offer our
customers the choice of two great brands in one restaurant. To
this end, we successfully completed the acquisition of the Long
John Silver's and A&W restaurant brands. The addition of these
two brands more than triples the long-term opportunities for
multibranded locations in the U.S. to more than 13,000
restaurants. Combinations of these two brands with KFC and Taco
Bell on average drive 20% to 30% increases in sales and at least
a 30% increase in average unit cash flow.

"Importantly, we are steadily improving restaurant operations
and our customer satisfaction measures. We have successfully
launched our global Customer Mania initiative with the objective
of training our 725,000 system team members globally in customer
satisfaction skills each and every quarter, every year. We
believe our operational focus will improve our customers'
experiences and allow us to drive sales results.

"For the third quarter, we expect ongoing operating EPS to grow
at a low- to mid-teens rate resulting in a range of $0.45 to
$0.47 per share. Given both the strength of our results in the
first half of 2002 and our outlook for the third quarter, we are
raising our full-year 2002 ongoing operating EPS guidance from a
range of $1.82-$1.85 to at least $1.88."

In the second quarter and year to date for Yum! Brands'
international business, net new-restaurant development was the
primary driver of revenue growth.

For the full year 2002, the company expects, in U.S. dollar
terms, international revenues to grow at a low- to mid-teens
rate and ongoing operating profit to grow at least 20%. Based on
current foreign currency rates, the company expects an
approximate neutral to slightly positive impact of foreign
currency conversion on ongoing operating profit for the year.
The Australian dollar, British pound sterling, Canadian dollar,
Chinese renminbi, Japanese yen, Korean won, and Mexican peso are
all important currencies in the company's international
business.

In the second quarter for Yum! Brands' U.S. portfolio, blended
same-store sales at company restaurants increased 3% and
consisted of an 8% increase at Taco Bell, a 3% increase at KFC,
and a 3% decrease at Pizza Hut. An increase in system-wide
blended same-store sales drove 3 percentage points of revenue
growth, and the acquisition of Long John Silver's and A&W
contributed 4 percentage points of revenue growth. The  
acquisition occurred during Week 7 of the 12-week second
quarter.

Year to date, blended portfolio same-store sales at company
restaurants increased 4% and consisted of an 8% increase at Taco
Bell, a 4% increase at KFC, and same-store sales that were even
with last year at Pizza Hut. Increases in system-wide blended
same-store sales drove revenue growth.

For the full year 2002, the company expects U.S. blended company
same-store sales growth of 3%, U.S. revenues to increase 9% to
10% and U.S. ongoing operating profit to increase at a high
single-digit rate. The company expects the acquisition of Long
John Silver's and A&W to contribute 6 to 7 percentage points of
revenue growth on a full-year basis. Additionally, for the U.S.
business, the company expects the adoption of SFAS 142 to
contribute 2 to 3 percentage points and the acquisition of Long
John Silver's and A&W to contribute 1 to 2 percentage points of
ongoing operating profit growth on a full-year basis.

Restaurant growth in the company's four high-growth
international markets -- China, Mexico, Korea, and the U.K. --
drove worldwide and international net restaurant growth versus
second-quarter 2001. Versus second-quarter 2001, net restaurant
growth was 40% in China, 13% in Korea, 12% in Mexico, and 9% in
the U.K.

One point not reflected, which primarily affects U.S. net
restaurant-growth statistics, is the impact of multibranding on
our U.S. restaurant system. Multibrand conversions, while
increasing the sales and points of distribution of the added
brand, result in no additional unit counts. Though no additional
unit counts are realized, these conversions generally drive
significant increases in same-store sales and result in
upgraded, new-image restaurants for the U.S. business.
Similarly, a newly opened multibrand unit, while increasing
sales and points of distribution of two brands, results in just
one additional unit count.

For the full-year 2002, we expect 5% to 6% net growth in
international restaurants and no change in the U.S. This
forecast excludes licensed locations.

Cash generated for the second quarter included $53 million of
employee stock-option proceeds.

For 2002, the company expects cash flow from ongoing operations
to exceed $925 million, which more than funds capital-
expenditure needs of an estimated $800 million. Additionally,
the company expects total cash generated to be nearly $1.2
billion, including $200 million of proceeds from stock-option
exercises and $65 million from after-tax refranchising proceeds.

                    THIRD-QUARTER 2002 OUTLOOK

The company expects to earn $0.45 to $0.47 in ongoing operating
EPS.

Projected factors contributing to the company's EPS expectations
are:

     -- International system-sales growth of 8% to 9% in U.S.
dollar terms, or 7% to 8% prior to foreign exchange conversion.
Revenue growth at a low- to mid-teens rate in both U.S. dollars
and prior to foreign exchange conversion.

     -- International ongoing operating profit growth of at
least 20% in U.S. dollar terms or 17% prior to foreign currency
conversion.

     -- U.S. portfolio blended company same-store sales of 2% to
3%. Revenue growth of 16% to 17%. The Long John Silver's and A&W
acquisition contributes 13 to 14 percentage points of growth for
the quarter.

     -- U.S. ongoing operating profit growth of at least 15%.
The Long John Silver's and A&W acquisition contributes 4
percentage points of growth.

     -- Worldwide company restaurant margin up at least 1.0
percentage point versus last year including a projected 0.5
percentage-point benefit from the adoption of SFAS 142.

     -- General and administrative expenses up 15% in U.S.
dollar terms versus last year, up 5% versus last year excluding
the Long John Silver's and A&W acquisition. Timing of spending
on strategic initiatives such as the development of
international markets, expansion of our multibranding program,
and operational improvement initiatives are driving increased
spending versus last year in the quarter.

     -- Interest expense up $4 million versus last year; down
slightly versus last year excluding the Long John Silver's and
A&W acquisition.

     -- Ongoing operating tax rate of 31% to 32%.

     -- Diluted average shares outstanding of about 311 to 313
million, up 5 to 7 million shares or about 2% higher versus last
year.

                      YEAR-2002 OUTLOOK

Yum! Brands now expects to earn at least $1.88 of ongoing
operating EPS for the full year. Our previous guidance was
$1.82-$1.85 of ongoing operating EPS.

                 JUNE/JULY (PERIOD 7) SALES

Estimated U.S. portfolio blended same-store sales at company
restaurants increased 3% during the four-week period ended
July 13, 2002 (Period 7). For the comparable four-week period,
U.S. same-store sales increased 9% at Taco Bell and 3% at KFC
and decreased 2% at Pizza Hut.

For Period 7, International system sales increased 14% prior to
foreign currency conversion or 15% after conversion to U.S.
dollars. Year-to-date international system sales increased 10%
prior to foreign currency conversion or 7% after conversion to
U.S. dollars.

Same-store sales results for Period 8, 2002 (primarily the
latter half of July and first half of August for the U.S.
businesses), will be released Thursday, August 15, 2002, prior
to the Market's opening.

                         *    *    *

As previously reported, Fitch Ratings assigned a BB+ rating to
Yum! Brands' proposed $350 million Senior Notes, while Standard
& Poor's gave the same debt issue its BB rating. Meanwhile, S&P
rates the Company's $1.4 billion senior unsecured bank facility
at BB.


* Deloitte Consulting Changes Name to Braxton
---------------------------------------------
Deloitte Consulting revealed that its search for a new name has
successfully concluded with a real name taken straight from its
own heritage -- taking the firm in a distinctively different
direction than many other recent corporate name changes.

The new name, Braxton, is drawn from a trademark that the firm
has owned since 1984, when it acquired the international
management consulting firm, Braxton Associates.

Deloitte Consulting CEO Doug McCracken explains: "We are proud
to adopt Braxton as our new name. It is a smart and practical
solution, much like the advice we have been providing to our
clients for over 57 years. It's real, it's easily memorable, and
it has the stature expected of one of the world's largest
consulting firms. It is a timeless name that will work for us
now and in the future.

"As the only major consulting firm that will be independent,
privately owned and wholly focused on business performance
consulting, we have already differentiated ourselves. Our choice
of Braxton further demonstrates our willingness to break the
mold. While our competitors are distancing themselves from their
consulting roots, we are reaffirming our commitment to the
profession."

Braxton was the single most popular suggestion from the firm's
own people when they were asked to provide input earlier this
year. Independently, Deloitte Consulting's branding advisors,
Interbrand, made it their final recommendation after examining
thousands of possibilities.

Deloitte Consulting Chief Marketing Officer Brian Fugere says:
"Let's face it -- the world is tired of coined, invented and
whimsical corporate names. In particular, our own people made
that abundantly clear when we asked them.

"Among 40 short-listed names that we tested in international
markets, Braxton was the top performer in terms of linguistic
acceptability and cultural associations. For a firm operating in
33 countries, this was critically important. As an existing
trademark, Braxton also has positive awareness in the
marketplace, enabling us to build our brand more quickly and
with less investment than some of our competitors. And finally,
because we own the trademark, we won't have to pay through the
nose for the rights to use it."

Deloitte Consulting is one of the world's leading management
consulting firms, and is uniquely known for its straightforward
approach to solving today's most complex business challenges.
Deloitte Consultants work hand-in-hand with clients to improve
business performance, drive shareholder value, and create
competitive advantage. The firm has 15,000 professionals in 33
countries, and serves more than one-third of the companies in
the Global Fortune(R) 500. Deloitte Consulting can be found on
the Internet at http://www.dc.com

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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.

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