TCR_Public/020731.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, July 31, 2002, Vol. 6, No. 150     

                          Headlines

ANC RENTAL: DB Securities Increases Fleet Financing by $300 Mil.
APW LTD: New York Court Confirms Joint Plan of Reorganization
AT&T CANADA: Commences Debt Workout Talks with Ad Hoc Committee
ACME METALS: Wants to Maintain Plan Exclusivity Until October 14
ADELPHIA BUSINESS: Court Deems Utilities Adequately Assured

ADELPHIA COMMS: Signing-Up Fried Frank as Special Corp. Counsel
AVAYA INC: Expects to Take $150 Million Q4 Restructuring Charge
BGF INDUSTRIES: Names Philippe Porcher as Board Chairman & CEO
BETHLEHEM STEEL: Maintains Plan Filing Exclusivity Until Jan. 31
BOOK4GOLF.COM CORP: Ontario Court Appoints PwC as Receiver

BOOTH CREEK: Stabilized Results Prompt S&P's B- Credit Rating
BUDGET GROUP: UST to Convene Org. Meeting to Form Committees
BUDGET GROUP: Canadian Affiliate Excluded in Bankruptcy Filing
BUDGET GROUP: S&P Drops Corp Rating to D After Bankruptcy Filing
COMDIAL CORP: ComVest Venture Discloses 53.9% Equity Stake

COMMSCOPE INC: Second Quarter Net Loss Tops $42.5 Million
CONDOR SYSTEMS: Completes Sale of Assets to EDO Entity for $62MM
CORNING INC: Commences Public Offering for $500M Conv Preferreds
DLJ COMMERCIAL: Fitch Affirms Low-B's on 4 Classes of P-T Certs.
DAIRY MART: Couche-Tard's Bid Retained At Bid Deadline Closing

DECORA INDUSTRIES: Court Orders Chapter 11 Trustee Appointment
FLAG TELECOM: Committee Taps Houlihan Lokey for Financial Advice
FRAWLEY CORP: Cash Flow Insufficient to Meet Current Obligations
GENUITY INC: Bank Group Agrees to Two-Week Standstill Agreement
GLOBAL CROSSING: Court Okays KPMG LLP for Limited Tax Services

GLOBAL CROSSING: John Legere Testifies at Senate Panel Hearing
GOLDMAN INDUSTRIAL: Panel Balks at Morris-Anderson's New Rates
GROUP TELECOM: US Court Extends Prelim. Injunction to Sept. 13
HPL TECHNOLOGIES: Fails to Comply with Nasdaq Listing Standards
HIGH VOLTAGE: April 27 Balance Sheet Upside-Down by $97 Million

I-LINK INC: Enters Debt Restructuring Pact with Counsel Corp.
ICG COMMS: Solicitation on Modified Plan Extended Until Oct. 31
IT GROUP: Committee Wins Nod to Hire Friedman as Special Counsel
IMPERIAL CREDIT: Won't Pay Interest of Exchange Notes Due Today
INTERFACE INC: S&P Ratchets Low-B Credit Rating Down a Notch

INTERMEDIA: Preferred Shareholders Form Unofficial Committee
ISOMET CORP: Bank of America Agrees to Forbear Until Sept. 30
J2 COMMS: Nasdaq SmallCap Market Affirms Delisting Decision
KAISER ALUMINUM: Retirees' Panel Taps Jaspan as Local Counsel
KING PHARMACEUTICALS: Reports Improved Results for 2nd Quarter

LTV CORP: Court OKs Uniform Bidding Protocol for Copperweld Sale
LAIDLAW: Executes Definite Pact to Settle Bondholder Litigation
MCMS INC: Wants to Use Additional $330,000 of Cash Collateral
MATLACK SYSTEMS: Gets 6th Exclusivity Extension through Aug. 23
NATIONAL STEEL: Inks Insurance Finance Agreement with AFCO

NORTHERN GAS: S&P Places B+ Rating on CreditWatch Positive
NOVUS COMMS: Will Seek Time Extension to Propose CCAA Plan
OWENS CORNING: Asks Court to Approve Florida Plant Redevelopment
OXIS INT'L: Taps Williams & Webster as New Independent Auditors
PACIFIC GAS: Seeks Okay to Use Cash Collateral for Assurances

PINNACLE TOWERS: Gets Approval to Appoint Donlin as Claims Agent
POLAROID CORP: Committee Has Until Monday to Challenge Liens
POPE & TALBOT: Will Pay Third Quarter Dividend on August 20
PREDICTIVE SYSTEMS: Has Until Oct. 23 to Meet Nasdaq Guidelines
REGENCY GROUP: NY Court Fixes January 1 SIPA Claims Deadlines

SCIENTIFIC GAMES: S&P Raises Corporate Credit Rating to BB-
SENSE TECHNOLOGIES: Nasdaq Council Affirms Delisting Decision
SOLECTRON: Cuts Debt-to-Capitalization Ratio after Tender Offer
SPEEDUS CORP: Evaluating Alternatives to Maintain Nasdaq Listing
STATION HOLDING: Court Fixes August 27, 2002 as Claims Bar Date

STRATESEC INC: Fails to Meet AMEX Continued Listing Guidelines
SUNTERRA CORP: Exits from Bankruptcy Following Plan Consummation
SYBRON DENTAL: Third Quarter Net Sales Jump 11.2% to $119 Mill.
TRANSLATION GROUP: Must Secure New Financing to Fund Operations
TRICORD SYSTEMS: Nasdaq Will Delist Shares Effective August 5

USG CORP: Court Okays Kaye Scholer as Trafelet's Attorneys
V-ONE CORP: Equity Deficit Narrows to $570K at June 30, 2002
WARNACO: Gets Open-Ended Extension of Lease Decision Period
WARNACO: Signs-Up Keen Realty to Market 21 Closing Speedo Stores
WHEELING-PITTSBURGH: Has Until Sept. 23 to File Chapter 11 Plan

WILLIAMS COS.: Moody's Further Downgrades Several Low-B Ratings
WILLIAMS COMMS: Files Amended Plan of Reorganization in New York
WORLDCOM: Wants to Pay $50MM Prepetition Critical Vendor Claims
WORLDCOM INC: Nasdaq Delists Shares Effective July 30, 2002

* Meetings, Conferences and Seminars

                          *********

ANC RENTAL: DB Securities Increases Fleet Financing by $300 Mil.
----------------------------------------------------------------
Since DB Securities agreed to increase by $300,000,000 the size
of the 2002-1 VFN to cater to ANC Rental Corporation's fleet
financing needs, Judge Walrath amends her previous Order to
provide that:

A. The replacement facility issued by ARG Funding Corp. II will
   be in the amount of up to $575,00,000;

B. DB Securities will receive an upfront fee of 50 basis points
   on the $300,000,000 incremental amount of the 2002-1 VFN (up
   to $1,500,000 in fees).  Credit enhancement on the
   $300,000,000 incremental amount of the 2002-1 VFN will be:

   a. 17.5% from and including the closing date of the Amendment
      through July 30, 2002;

   b. 20.0% from and including July 31, 2002 through August 29,
      2002; and,

   c. 22.5% from and including August 30, 2002 until the 2002-1
      VFN is paid in full;

C. Credit enhancement with respect to the $275,000,000 2002-1
   VFN outstanding prior to the Amendment will be 20% through
   August 29, 2002 and 25% from and including August 30, 2002
   until the 2002-1 VFN is paid in full; and,

D. DB Securities shall have the right to act as the Debtors'
   sole and exclusive structuring and placement agent with
   respect to one or more financings up to $575,000,000.  In the
   event the Debtors wish to enter into one or more financings
   in excess of $575,000,000 but less than or equal to
   $1,050,000,000 (the MTN Notional Amount), the Debtors shall
   have the right to consult with financial advisory firms other
   than DB Securities.  The Debtors shall pay to DB Securities
   on the closing of each financing a placement fee equal to
   0.50% on the first $750,000,000 of those financings and a
   placement fee equal to 1% on the remaining notional amount of
   those financings. (ANC Rental Bankruptcy News, Issue No. 16;
   Bankruptcy Creditors' Service, Inc., 609/392-0900)


APW LTD: New York Court Confirms Joint Plan of Reorganization
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved VERO Electronics, Inc., and APW Ltd.'s Disclosure
Statement.  The Court ruled that the Debtors' Disclosure
Statement contains adequate information within the meaning of
section 1125 of the Bankruptcy Code.  Right after the approval
of the Disclosure Statement, the Court confirmed the Debtors'
Amended and Restated Joint Plan of Reorganization.  "The Plan,
Disclosure Statement, and Ballots, in support of the
confirmation of the Plan and notice of the Hearing were
transmitted and served in compliance with the Bankruptcy Rules,"
the Court stated.  A full-text copy of the Debtors' Amended Plan
is available for a fee at:

   http://www.researcharchives.com/bin/download?id=020729201059

The technical amendments to the Amended and Restated Plan do not
adversely affect or change the treatment of any Claims or Equity
Interests under the Plan.  In addition to Administrative Expense
Claims and Priority Tax Claims, which need not be designated,
the Amended Plan designates eight Classes of Claims and Equity
Interests (with two subclasses within Class 5, two subclasses
within Class 6, and three subclasses within Class 8).

To facilitate the Debtors' exit from chapter 11, the Court
authorized the Debtors to enter into an amendment to the DIP
Facility, which extends the maturity past the Effective Date, to
provide funding to the Reorganized Debtors after the
consummation of these Reorganized Cases. The Exit Financing
Facility is in the amount of $110,000,000, which will be used to
fund obligations under the Amended Plan.

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


AT&T CANADA: Commences Debt Workout Talks with Ad Hoc Committee
---------------------------------------------------------------
Consistent with its efforts to position itself as a strong long-
term competitor in the Canadian telecommunications marketplace,
AT&T Canada (TSX: TEL.B and NASDAQ: ATTC) announced operating
changes designed to achieve the company's goal of a streamlined
cost structure and to further focus its resources on those
products, services and markets that offer the highest margins
and the most effective use of its assets.

These actions are an extension of the initiatives announced by
AT&T Canada on May 2nd and reflect decisions the company has
made based on its analysis that the May CRTC Price Cap ruling
will mean a reduction of its 2002 operating costs by only $15-
$20 million.

John McLennan, Vice Chairman and CEO, said, "Using the most
positive assumptions, the overall annualized impact of the Price
Cap decision on our business is only an approximate 8%-10%
reduction in the cost of all the facilities and services that we
must buy from the telcos to connect our customers. This compares
to the 15%-20% reduction cited by the CRTC. We believe the
regulator has significantly overstated the positive impact of
this decision on AT&T Canada. AT&T Canada continues to evaluate
the possibility of an appeal of the CRTC decision that would
address the regulator's responsibility to ensure a competitively
cost neutral Canadian telecom market."

McLennan said, "We are working aggressively to take a series of
actions that we believe will help position AT&T Canada to be a
strong long-term competitor."

Specifically, AT&T Canada said it will:

     - Continue to focus on growing its already significant
presence in the mid-size and large business segments, and among
high-end small businesses;

     - Further concentrate its sales and marketing efforts on
expanding the company's relationships with existing customers
across the full breadth of its product offerings (data,
Internet, long distance, local, managed services and IT
services);

     - Further leverage its operating relationship with AT&T
Corp., to provide North American and global telecommunications
solutions to the Canadian marketplace;

     - Target new customer acquisitions for local service to
businesses on our network with mid to large-scale requirements.

Harry Truderung, President and COO, said, "Our strategy is
simple: to focus on our strength of providing state-of-the-art
data, Internet, local and long distance solutions to Canada's
leading business customers. This is where we can best build our
competitive edge, and where we can stake our claim to the most
attractive parts of Canada's telecommunications marketplace. Our
ability to compete is demonstrated by the fact that AT&T
Canada's customer satisfaction results improved by nine
percentage points, despite the changes in the marketplace and
our company. We appreciate the support and confidence of our
customers and the efforts of our employees over the last few
months."

Mr. McLennan added, "These initiatives focus on our strength as
the national telecommunications partner of choice to Canada's
leading businesses. We will compete with the incumbents where we
are strongest and we will de-emphasize pursuing new growth
opportunities in products and markets where the current
regulatory framework prevents us from competing effectively."

AT&T Canada expects its revised operating plan to produce annual
operating cost savings of approximately $10 million through,
among other things, a further workforce reduction of
approximately 270 positions. These savings are in addition to
the $80 million of annual cost savings to be achieved through a
series of initiatives, including the reduction of 1,017
positions, announced on May 2, 2002. In conjunction with its
plans, the company will reduce its 2002 capital expenditures
from $220 million to a target of no more than $170 million.

"In this challenging time for our industry and our company, we
are confident we have the operating base, the people, the market
positions and the brand equity to position our company to be a
successful competitor long term," concluded Mr. McLennan.

            Debt Restructuring Discussions Underway

The company also reported that its Board of Directors has
formally recognized an ad hoc committee representing holders of
over 60% of AT&T Canada's outstanding public debt. AT&T Canada's
management has begun meeting with representatives of the ad hoc
committee toward the company's goal of achieving a consensual
restructuring of its public debt. In this spirit, AT&T Canada
and the bondholder group are focusing their energies on
producing a mutually acceptable agreement. Additionally, the
company and those bondholders who initiated litigation against
it have agreed to suspend the litigation pending progress in the
restructuring discussions.

AT&T Canada added that it will present its revised operating
plan to its banking syndicate this week. The revised operating
plan will form the basis of discussions with the banks about the
company's bank credit arrangements.

         Outlook on AT&T Canada's Financial Position

The actions taken over the past three months to sharpen the
company's operating efficiency and focus on higher margin
products and services will have a positive impact on the
company's expected fiscal 2002 EBITDA.  AT&T Canada is in
compliance with all of its financial covenants.  The company
said it expects to complete the renegotiation of its bank and
public debt arrangements by year-end.  Should the process take
longer, under the current operating plan, and absent an
improvement in either the economy or the Canadian
telecommunications regulatory environment, the company could be
required to renegotiate the EBITDA covenant in its bank credit
facility to enable it to continue to comply with that covenant.   
AT&T Canada noted that it is in a strong liquidity position to
operate its business, with over $400 million of cash on hand.

                  Second Quarter Results

The company is scheduled to announce its second quarter
financial results on August 13, 2002.

AT&T Canada is the country's largest competitor to the incumbent
telecom companies.  With over 18,700 route kilometers of local
and long haul broadband fiber optic network, world class managed
service offerings in data, Internet, voice and IT Services, AT&T
Canada provides a full range of integrated communications
products and services to help Canadian businesses communicate
locally, nationally and globally. AT&T Canada Inc., is a public
company with its stock traded on the Toronto Stock Exchange
under the symbol TEL.B and on the NASDAQ National Market System
under the symbol ATTC. Visit AT&T Canada's Web site,
http://www.attcanada.comfor more information about the company.

AT&T Canada Inc.'s 10.75% bonds due 2007 (ATTC07CAR1) are
trading at about 11, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ATTC07CAR1
for real-time bond pricing.


ACME METALS: Wants to Maintain Plan Exclusivity Until October 14
----------------------------------------------------------------
Acme Metals Incorporated and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to preserve their
exclusive right to file a Chapter 11 Plan until October 14, 2002
and give the Company until December 16, 2002 to solicit
acceptances of that plan from their creditors.

As reported in the Troubled Company Reporter's July 9, 2002
edition, the Debtors filed their proposed plan of reorganization
and a related disclosure statement.  A hearing to determine the
adequacy of the Disclosure Statement is scheduled for August 27,
2002, and the Debtors believe they will begin soliciting
acceptances to the Plan immediately thereafter.

Additionally, the Debtors have lined-up exit financing and are
currently in the process of working towards a fully-committed
letter of intent with that bank.

Acme Metals and its debtor-affiliates are engaged in the
business of steel manufacturing and fabricating. The Company
filed for chapter 11 bankruptcy protection on September 28,
1998. Brendan Linehan Shannon, Esq., and James L. Patton, Esq.,
at Young, Conaway, Stargatt & Taylor represent the Debtors in
their restructuring efforts. When the Debtors sought protection
from its creditors, it listed assets of $813 million and
liabilities of $541 million.


ADELPHIA BUSINESS: Court Deems Utilities Adequately Assured
-----------------------------------------------------------
Adelphia Business Solutions, Inc., and its affiliated debtors
ask the Court to determine, pursuant to Section 366 of the
Bankruptcy Code, that all utility companies that provide utility
services to the ABIZ Debtors have been provided with adequate
assurance of future performance.  Based on that determination,
the ABIZ Debtors ask the Court to order that no utility provider
may alter, refuse, or discontinue any utility services, and that
the ABIZ Debtors are not required to provide the utility
companies with prepayments, deposits, or other security.

Judy G.Z. Liu, Esq., at Weil Gotshal & Manges LLP in New York,
states that in connection with the operation of their businesses
and management of their properties, the ABIZ Debtors obtain
electricity, telephone, telecommunication, and similar services
from many different utility companies and telecommunication
vendors throughout the United States.  If the Utility Companies
are permitted to terminate Utility Services on the 21st day
after the June 18 Commencement Date, the ABIZ Debtors will be
forced to cease operation of their facilities, resulting in a
substantial loss of revenues that will irreparably harm the ABIZ
Debtors' business.  Cessation of key utility services would
directly impact the ABIZ Debtors' ability to provide services to
their customers, and would jeopardize the very core of the
Debtors' restructuring efforts.  It is therefore critical that
Utility Services continue uninterrupted.

Under Section 366 of the Bankruptcy Code, the debtor must
furnish adequate assurance of future performance to its utility
companies within 20 days or the utilities are authorized to
alter, refuse, or discontinue service to the debtor.  Ms. Liu
notes that there is a hearing scheduled for July 17, 2002, on
the Debtors' proposed postpetition financing agreement with Beal
Bank, nine days after the expiration of the twenty day period
designated by Section 366 and applicable to the June 18 Debtors.  
Given that a determination regarding adequate assurance of
future performance focuses on the totality of the circumstances
surrounding the Debtors' financial position, it would promote
efficiency and judicial economy to hold the hearing on this
Motion after the hearing scheduled for the proposed postpetition
financing.

Ms. Liu submits that a short delay of the hearing on this Motion
should not constitute any measure of prejudice to the Utility
Companies' rights.  Absent a bridge order, the Court would be
forced to hold a Section 366 hearing before the proposed Beal
financing facility was presented for approval.  As the proposed
facility is a key liquidity enhancement for the business plan,
it makes sense to have the hearing on the approval of the
financing first.  Accordingly, the Debtors request the entry of
a bridge order determining that the Utility Companies have been
provided with adequate assurance of future performance until the
entry of an order determining this Motion.  Notably, at the time
of this filing, three of the four Objecting ILEC's have no
objection to this approach.

                         *    *    *

Judge Gerber entered a bridge order deeming the utilities
adequately assured until the Court can convene a formal hearing
on this matter. (Adelphia Bankruptcy News, Issue No. 12;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ADELPHIA COMMS: Signing-Up Fried Frank as Special Corp. Counsel
---------------------------------------------------------------
Adelphia Communications, and its affiliates debtors seek to
employ the firm of Fried Frank Harris Shriver & Jacobson as
special corporate and securities law counsel for the Debtors
under a general retainer to perform legal services.  The Debtors
believe that Fried Frank's attorneys are well qualified to act
as special corporate and securities law counsel on behalf of the
Debtors in these cases.

Randall D. Fisher, the ACOM Debtors' Vice President and General
Counsel, relates that since April 1, 2002, Fried Frank has
represented the ACOM Debtors in connection with various
corporate, securities, regulatory and litigation matters.  Fried
Frank has primarily assisted in the representation of the ACOM
Debtors in connection with various investigations, actions and
proceedings pending before the U.S. Department of Justice, the
U.S. Securities and Exchange Commission and the Nasdaq Stock
Market.  Fried Frank has also assisted in:

* advising the ACOM Debtors and its board of directors regarding
  certain corporate governance matters and certain disclosure
  obligations under the federal securities laws,

* the representation of the ACOM Debtors in certain aspects of
  its relationships with John J. Rigas and his relatives, and

* advising the ACOM Debtors in connection with certain aspects
  of a possible corporate restructuring, including a possible
  consent solicitation to be made to the holders of certain of
  ACOM's publicly traded debt securities.

The ACOM Debtors do not expect to expand the scope of Fried
Frank's retention to encompass any services that would require
Fried Frank to appear before the Bankruptcy Court in connection
with Fried Frank's representation of the Debtors as special
corporate and securities law counsel.  Mr. Fisher explains that
the Debtors selected Fried Frank because it has developed
expertise in the area of corporate governance, especially in
connection with special committees of a company's board of
directors to, among other things, conduct special investigations
arising from crisis situations affecting the company or its
management.

Thomas W. Christopher, Esq., a Frief Frank member, assures the
Court that the Firm does not hold or represent any interest
adverse to the Debtors' estates.  However, the Firm currently
represent several parties in matters unrelated to these cases,
including A&E Television Networks, ABN-AMRO, AON, Banc of
America Securities, Bank of America National Trust & Savings,
Bank of Montreal, Bank of New York, Bank of Nova Scotia, Bank
One, Bankers Trust Company, Banque Paribas, Bayerische
Landesbank, Captiva Finance Ltd., Century Communications
Corporation, Charter Communications, Chase Manhattan Bank, Chase
Securities, CIBC World Market Corp., CIBC Inc., Citibank N.A.,
Cleary Gottlieb Steen & Hamilton, Clifford Chance, Comcast,
Commscope Inc., Credit Suisse First Boston, Deloitte & Touche,
Deutsche Bank, Dresdner Bank, Fidelity Management, First Union
National Bank, First Union National Bank of Chicago, Fleet Bank
N.A., Foothill Capital Corporation, Fuji Bank Limited, Fuji
Securities, General Electric Capital Corp., Goldman Sachs Credit
Partners L.P., Home Box Office, Insight Communications Inc.,
Invesco New York, J.P. Morgan Chase & Co., J.P. Morgan
Securities Inc., James Rigas, John Rigas, Kemper Corporation,
Lazard Freres & Co., Lehman Brothers, Meespierson, Mellon Bank,
Merrill Lynch, Merrill Lynch Asset Management L.P., Merrill
Lynch Capital Corp., Mitsubishi Bank, Morgan Guaranty Trust
Company, Morgan Stanley & Co., MTV Networks, National Bank of
Canada, National Geographic, Nations Bank, NBC, Pacific
Investment Management Co., PNC Bank, PricewaterhouseCoopers LLP,
Principal Life Insurance Company, Royal Bank of Canada, Royal
Bank of Scotland, Sakura Bank, Salomon Brothers, Salomon Smith
Barney, Scientific Atlanta, Securities & Exchange Commission,
Societe Generale, Sumitomo Bank, Sumitomo Trust and Banking Co.,
Suntrust Capital Markets, TD Securities (USA) Inc., Tim Rigas,
Time Warner Inc., Toronto Dominion Securities (USA) Inc.,
Travelers Insurance Company, TVN Entertainment Corporation, U.S.
Bank National Association, USA Films, Union Bank of California,
Viacom, Waddell & Reed, and Wellington Management.

The current hourly rates that Fried Frank presently charges for
the legal services of its professionals are:

       Partners               $535 - $885 per hour
       Of Counsel             $490 - $685 per hour
       Special Counsel        $480 - $515 per hour
       Associates             $255 - $440 per hour
       Legal Assistants       $130 - $195 per hour

The Fried Frank attorneys who are likely to perform services in
these cases and the hourly rates attributable to their work for
this engagement are:

       Stephen Fraidin - Partner            $885
       Audrey Strauss - Partner             $670
       Craig F. Miller - Partner            $645
       Thomas W. Christopher - Partner      $645
       Mark J. Stein - Partner              $605
       Andrew Colosimo - Associate          $415
       Ella Zalkind - Associate             $345
       Kristen Lonergan - Associate         $295

During the one-year period prior to the petition date, Mr.
Christopher informs the Court that Fried Frank received from the
Debtors payments in the aggregate amount of $4,833,701.39 in
connection with its representation of the Debtors.  Included in
that amount was an advance payment of $190,096.51.  As of the
Filing Date, a portion of that advance payment has been
exhausted.  Fried Frank will file a supplemental disclosure
stating the amount of the net advance payment remaining and will
credit any excess amount remaining against the compensation and
reimbursement amounts awarded to Fried Frank by the Court.

                            * * *

Judge Gerber grants the application on an interim basis, subject
to a final hearing to be held on August 6, 2002.  (Adelphia
Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

Adelphia Communications' 10.50% bonds due 2004 (ADEL04USR1),
DebtTraders says, are trading at 44 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL04USR1
for real-time bond pricing.


AVAYA INC: Expects to Take $150 Million Q4 Restructuring Charge
---------------------------------------------------------------
Avaya Inc. (NYSE: AV), a leading global provider of voice and
data networks to businesses, expects to take a charge in the
fourth fiscal quarter of approximately $150 million.  This is
the low end of the range the company gave in its third fiscal
quarter earnings results on July 22.  Avaya said the purpose of
this announcement is to provide additional details related to
the charge.

Of the approximate $150 million charge:

    * about $68 million will be related to a reduction of about
      2,500 positions;

    * about $60 million to $65 million will be for real estate
      consolidations and lease terminations;

    * and about $15 million will be for certain asset
      impairments.
    
The company said the restructuring initiatives are already
underway.

The charge is at the low end of the original range projected by
the company because fewer actions on its real estate portfolio
were necessary at this time due to the extended payback period.

Avaya said approximately $125 million to $135 million of the
restructuring charge will be in cash.  Of this, the company said
approximately 25 percent of the cash will be spent in the fourth
fiscal quarter of 2002, approximately 40 percent in the first
fiscal quarter of 2003 and the balance over the next few
quarters.  Avaya said the cash it will spend in the fourth
fiscal quarter for the new restructure is incremental to
approximately $60 million in cash it will use in the same
quarter for a previously taken restructuring charge.

The company expects to generate approximately $300 million in
annualized savings from the new actions, with marginal impact to
costs and expenses in the fourth fiscal quarter of 2002.  Avaya
expects to begin to see the benefits of the actions in the first
fiscal quarter of 2003, with the majority of the flow through
beginning in the second fiscal quarter of 2003.

The company reiterated the actions described above will not
require it to draw on its credit facilities or be dependent on
any outcome of any actions it may take with its Connectivity
Solutions business.

Avaya, a global leader in IP telephony, designs, builds, deploys
and manages communications networks for businesses.  For more
information about Avaya, visit its Web site at
http://www.avaya.com
    

BGF INDUSTRIES: Names Philippe Porcher as Board Chairman & CEO
--------------------------------------------------------------
BGF Industries, Inc., announced that Philippe Porcher has
replaced Robert Porcher as BGF's Chairman of the Board and Chief
Executive Officer.

Philippe Porcher has served as Vice Chairman of BGF since April
1998 and is President of the Executive Board of Porcher
Industries, which is BGF's ultimate parent company.

Robert Porcher will continue to serve as Chairman of the
Supervisory Board of Porcher Industries.

As part of his new duties, Philippe Porcher will have primary
responsibility for all U.S. operations of Porcher Industries,
including Porcher's banking and advisory relationships with
U.S.-based financial institutions.

As previously disclosed, BGF has engaged Realization Services,
Inc., as its financial advisor to explore strategic alternatives
including, but not limited to, a restructuring of BGF's debt.

BGF, headquartered in Greensboro, NC, manufactures specialty
woven and non-woven fabrics made from glass, carbon and aramid
yarns for use in a variety of electronic, filtration, composite,
insulation, construction, and commercial products.

                         *    *    *

As reported in Troubled Company Reporter's July 17, 2002,
edition, Standard & Poor's lowered its ratings, including its
triple-'C'-plus corporate credit rating, on BGF Industries Inc.
to 'D' and removed them from CreditWatch where they were placed
with negative implications on May 17, 2002.

The downgrades follow BGF's announcement that it will not make
the July 15, 2002 interest payment on its $100 million senior
subordinated notes due 2009. The company is blocked from making
the payment due to a breach of certain financial covenants under
its bank credit facility, which has about $30 million currently
outstanding.


BETHLEHEM STEEL: Maintains Plan Filing Exclusivity Until Jan. 31
----------------------------------------------------------------
Bethlehem Steel Corporation, and its debtor-affiliates sought
and obtained a Court order extending their exclusive period to
file a plan of reorganization until January 31, 2003 and their
exclusive solicitation period through March 31, 2003.

George A. Davis, Esq., at Weil, Gotshal & Manges, in New York,
asserts that the extension is justified because the Debtors'
cases are large and complex; the Debtors have thousands of
creditors, 13,000 employees and 75,000 retirees; and the Debtors
have more than $4,000,000,000 in assets and $6,000,000,000 in
liabilities.

Mr. Davis reports that the Debtors have made substantial
progress towards rehabilitation and development of a consensual
plan. Some of the achievements, so far, are:

  (a) engaging in discussions with various domestic steel
      companies regarding possible consolidation of the steel
      industry in an effort to strengthen the domestic steel
      industry against the flood of low-priced, unfairly-traded
      foreign steel imports in recent years;

  (b) engaging in extensive discussion with foreign steel
      producers regarding possible sales of or joint ventures
      involving the Debtors' key operating assets.  The
      potential sales or joint ventures could provide valuable
      consideration for eventual distribution to the Debtors'
      creditors and could provide the Debtors with the benefits
      of pairing with strong international partners;

  (c) engaging in negotiation with the United Steel Workers of
      America to modify the terms of the collective bargaining
      agreement between the Debtors and USWA.  Those
      discussions have yet to yield results necessary for a
      successful restructuring.  As recently announced, the
      Debtors will continue to seek a comprehensive new labor
      agreement with the USWA.  Negotiations over the new labor
      agreement will involve issues already discussed, as well
      as new issues like reductions in retiree expenses and
      flexibility in work rules;

  (d) engaging in discussions with the Pension Benefit Guaranty
      Corporation regarding their pension plan that is
      underfunded by approximately $2,000,000,000.  Before the
      Debtors can file a plan, they must negotiate and attempt
      to resolve issues relating to their obligations to fund
      the pension plan, the size of any potential claim of the
      PBGC and their right to provide a new pension plan for
      active employees if the Debtors' existing pension plan
      is terminated;

  (e) meeting with legislative and other government
      representatives to present their case for the need:

      -- to curtail foreign steel imports; and

      -- for federal government assistance in satisfying legacy
         obligations.

      As a result of these meetings, the President implemented
      in March 2002 safeguard tariffs of up to 30% on most
      flat-rolled carbon steel products.  Additionally, bills
      have been introduced in both the US Senate and House of
      Representatives that, if implemented, would greatly
      assist the Debtors in their reorganization by resulting
      in the provision by the federal government of medical and
      life insurance benefits to steel industry retirees;

  (f) starting the process of assessing the magnitude of their
      prepetition claims, which is an essential and
      indispensable step in the formulation of any Chapter 11
      plan.  The Debtors expect shortly to establish a bar date
      by which creditors must file proofs of claim;

  (g) continuing the process of preparing a long-range business
      plan to provide a foundation for a Chapter 11 plan.  As
      part of the process, the Debtors will consider a leaner
      organizational structure, actions necessary to deal with
      under-performing assets and a capital expenditure plan
      with sufficient resources to ensure that the Debtors'
      facilities can keep up with increasingly stringent
      customer demands;

  (h) communicating regularly with the statutory committee of
      unsecured creditors;

  (i) continuing their efforts to preserve and enhance the
      value of their estates by:

      -- reviewing leases of nonresidential real property and
         beginning to determine which leases to assume or
         reject;

      -- selling and leasing certain non-core asset to raise
         cash to fund core business operations; and

      -- reviewing their interests in certain non-debtor joint
         ventures and protecting their interests in Columbus
         Coatings Company and Columbus Processing Company, LLC
         by acquiring full ownership of both and exploring a
         restructuring of Columbus Coatings' secured debt.

Despite these achievements, Mr. Davis explains, the Debtors need
more time -- to continue their negotiations to reduce their
$5,000,000,000 unfunded pension and Other Post-Employment
Benefit liabilities, and develop a new competitive collective
bargaining agreement -- before they can be in a position to
propose a viable plan of reorganization.

In any case, Mr. Davis assures the Court that the Debtors will
continue to make postpetition payments and manage their
businesses.  Thus, Mr. Davis contends, the extension will not
prejudice any party-in-interest, but rather afford the Debtors
an opportunity to propose a realistic and viable Chapter 11
plan. (Bethlehem Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

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


BOOK4GOLF.COM CORP: Ontario Court Appoints PwC as Receiver
----------------------------------------------------------
Book4golf.com Corporation (TSX Venture: BFG) announced that
pursuant to an Order of the Ontario Superior Court of Justice
(Commercial Division), PricewaterhouseCoopers Inc., was named
Receiver of the assets and property of the company. The Receiver
is currently investigating the options available for the sale of
the business and, in accordance with the Court Order, is
currently continuing to operate the business.

The Book4golf.com network of tee time booking sites including
over 50 affiliate partner sites, wireless and call center at
1-877-TEE-ME-UP allows golfers to reserve tee times anytime,
anywhere while also giving them access to online course
information. Book4golf.com has added to production its Corporate
Tee Sheet which allows travel providers, hotels, packagers,
travel agents and convention bureaus to book tee times in a
format which is specific to their market.


BOOTH CREEK: Stabilized Results Prompt S&P's B- Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services has affirmed its single-'B'-
minus corporate credit rating on ski resort operator Booth Creek
Ski Holdings Inc., based on its recently stabilized financial
performance.

Standard & Poor's said that at the same time it has removed its
ratings on the Vail, Colorado-based company from CreditWatch,
where they were placed on October 10, 2001. The current outlook
is stable. Booth Creek had total debt outstanding of
approximately $125.5 million at May 3, 2002.

"The rating action reflects the company's reasonable operating
performance during the 2001-2002 ski season and its maintenance
of credit measures appropriate for the ratings", said Standard &
Poor's credit analyst Alyse Michaelson. "Liquidity concerns have
abated following the refinancing of the company's revolving
credit facility, which provides a modest cushion to absorb
potentially weak skier visitation trends in the upcoming ski
season". Longer-term visibility is unclear, as skier visitation
trends, a key driver of profitability, could be pressured by
slowing economic conditions and security issues related to
travel. Importantly, unpredictable weather patterns represent a
driving element of potentially significant cash flow volatility.

Standard & Poor's said that its ratings on Booth Creek reflect
the company's position among leading ski resort operators,
dependence on lift-ticket revenue, and high business risks of
the ski resort industry. Standard & Poor's noted that the
company's ability to maintain adequate liquidity is important
for ratings stability.


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

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

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

Contact the U.S. Trustee at (302) 573-6491 to ascertain the
time, date and place of this meeting.

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


BUDGET GROUP: Canadian Affiliate Excluded in Bankruptcy Filing
--------------------------------------------------------------
Budget Group Inc., including certain of its operating
subsidiaries in the United States, has filed voluntary petitions
with U.S. bankruptcy courts for reorganization under "Chapter
11". This filing does not include Budget in Canada.

This Chapter 11 filing only involves Budget Group and its
companies in the United States. Domestic and international
franchisees are not part of this filing. Pursuant to its
recapitalization initiative, the Chapter 11 filing will allow
Budget Group to accelerate its previously announced plan to
reduce its non-vehicle debt and to seek new investment, while
maintaining normal operations. The Company is continuing
discussions with interested investors and intends to announce an
agreement soon. Indeed, the Company is confident that Budget
Group Inc., will emerge as an even stronger and more viable
entity.

There will be no disruption to its business in Canada, or to its
North American System and operations.

In Canada, Budget Rent a Car is a system of Canadian owned and
operated franchises. Notwithstanding Budget Group Inc.'s current
financial situation, our franchised locations are well
capitalized and financially strong. The Company currently have
more than three hundred and sixty five operating locations
throughout Canada and employ over 3,000 people with a fleet of
26,000 cars and light trucks - the largest in Canada in all of
these categories.

Budget Canada enjoys a diverse car and truck rental business
both on-airport and in neighborhood markets. Even with our
prominent on-airport presence, 65% of our locations in Canada
are off-airport, servicing local neighborhoods. Through its
diversity and financial independence, Budget Rent a Car of
Canada continues to grow and prosper. The Company is and will
continue to be in a position to meet and exceed its clients'
vehicle rental needs.


BUDGET GROUP: S&P Drops Corp Rating to D After Bankruptcy Filing
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Budget Group Inc. to 'D' from 'SD' (selective
default), after the company's Chapter 11 bankruptcy filing.
Ratings on Budget's senior unsecured notes were lowered to 'D'
on April 3, 2002, following the company's failure to make an
interest payment due April 1, 2002. The Lisle, Illinois-based
company, a major car and consumer truck rental concern, has
about $700 million rated debt outstanding.

"The 'D' rating is based on the company's Chapter 11 bankruptcy
filing," said Standard & Poor's credit analyst Betsy Snyder. The
company announced that it is pursuing recapitalization efforts,
and has obtained commitments for $750 million of secured vehicle
financing and up to $100 million of debtor-in-possession
financing for working capital purposes to continue to operate
its businesses.


COMDIAL CORP: ComVest Venture Discloses 53.9% Equity Stake
----------------------------------------------------------
As previously announced, Comdial Corporation completed an
initial closing of its private placement of 7% senior
subordinated secured convertible promissory note in the
aggregate principal amount of $2,250,000.00 to ComVest Venture
Partners, L.P. and the Company's Chief Executive Officer,
Nickolas A. Branica on June 21, 2002. Pursuant to the terms of
the Bridge Financing the Company is able to raise up to
$4,000,000.00 through the sale of Bridge Notes.

On July 12, 2002, the Company closed on an additional sale of
$750,000.00 of Bridge Notes to ComVest, bringing the total
raised to date in the Bridge Financing to $3,000,000.00.
Proceeds from the additional closing of the Bridge Financing
will be used for working capital and product development and
delivery.

Under the terms of the Bridge Financing, ComVest and Mr.
Branica, as purchasers, have the right to convert $333,250.00
and $66,650.00 of the Bridge Notes, respectively (each
representing 13.33% of the principal amount of their respective
Bridge Notes and for ComVest including the additional
$750,000.00 Bridge Notes purchased and referenced above), into
shares of common stock at a conversion price of $0.01 per share.  
On July 17, 2002, ComVest and Mr. Branica exercised the right to
convert $146,555.08 and $29,311.02 of principal balance of the
Bridge Notes, into 14,655,508 and 2,931,102 shares of Company
common stock, respectively, and such shares were issued by the
Company.

As previously disclosed, each of ComVest and Mr. Branica are
limited in the amount of shares that they may acquire upon
conversion of the Bridge Notes by the Company's current level of
authorized common stock set forth in its Restated Certificate of
Incorporation. The Company is obligated under the terms of the
Bridge Financing to seek shareholder approval to increase its
authorized shares of common stock. The Company is currently in
the process of seeking such shareholder approval. In
addition, as previously disclosed, the Company entered into an
advisory agreement with Commonwealth Associates, L.P., an
affiliate of ComVest. As a result of the additional purchase of
Bridge Notes by ComVest referenced above, and pursuant to the
terms of the advisory agreement, the Company issued additional
warrants to Commonwealth to acquire 544,807 shares of common
stock at an exercise price of $0.01 per share. The majority of
the Advisory Warrants were subsequently distributed by
Commonwealth to certain of its employees and affiliates
(including two members of the Company's board of directors and a
third director-designee). The exercise of the Advisory Warrants
is conditioned on the Shareholder Approval.  

As a result of the conversion of the Bridge Notes by ComVest and
Mr. Branica, the Company currently has 27,173,596 shares of
common stock outstanding. The 14,655,508 shares owned by ComVest
as a result of the conversion represent approximately 53.9% of
the outstanding common stock of the Company.

Comdial Corporation, headquartered in Sarasota, Florida,
develops and markets sophisticated communications solutions for
small to mid-sized businesses, government, and other
organizations.

At December 31, 2001, Comdial reported an upside-down balance
sheet, showing a total shareholders' equity deficit of about
$10.3 million.


COMMSCOPE INC: Second Quarter Net Loss Tops $42.5 Million
---------------------------------------------------------
CommScope, Inc. (NYSE: CTV), reported second quarter results for
the period ended June 30, 2002. CommScope sales and gross margin
were in line with previous Company guidance.

CommScope's sales for the second quarter were $155.0 million
compared to $199.9 million in the year-ago quarter and $159.8
million in the first quarter of 2002. Second quarter 2002
domestic sales decreased 10% sequentially to $121.1 million
primarily due to lower sales to Adelphia. International sales
for the second quarter were $33.9 million, compared to $25.0
million in the first quarter and $43.9 million in the year-ago
period. International sales increased sequentially from
depressed first quarter levels primarily due to normal seasonal
patterns.

Orders booked in the second quarter of 2002 were $157.2 million,
compared to $156.2 million in the same quarter last year and
$174.8 million in the first quarter of 2002.

CommScope incurred a net loss of $42.5 million in the second
quarter of 2002, compared to net income of $6.0 million in the
second quarter of 2001. On a pro forma basis, excluding only the
write off of Adelphia receivables and the Company's share of net
losses of OFS BrightWave, LLC CommScope earned $5.3 million for
the second quarter of 2002.

CommScope's second quarter 2002 results include: a) after-tax
charges of $12.9 million related to the write off of Adelphia
receivables; and b) $34.9 million of after-tax equity in losses
of OFS BrightWave, LLC related to CommScope's minority ownership
interest in this venture. CommScope's second quarter 2001
results include after-tax charges of $9.3 million related to
impairment charges for fixed assets and investments.

As previously announced, OFS BrightWave incurred significant
charges during the second quarter of 2002 primarily related to
the write off of goodwill, impairment of fixed assets,
restructuring and cost reduction.

CommScope acquired an 18.4% ownership interest in OFS
BrightWave, an optical fiber and fiber cable venture between
CommScope and Furukawa Electric Co., Ltd. (Tokyo: 5801), during
the fourth quarter of 2001 and CommScope is reporting results
using the equity method of accounting for this investment.

Chairman and Chief Executive Officer Frank M. Drendel said, "The
telecommunications industry continues to face significant
challenges including capital spending constraints, delayed
network buildouts, an uncertain economic environment,
bankruptcies and reorganizations. Our visibility remains limited
and we have grown more cautious about our near-term outlook. As
a result, we are taking additional steps to align CommScope with
expected business levels. We have significantly reduced capital
spending and, regrettably, plan to reduce our workforce by
approximately 250 or 8% during the third quarter. We intend to
continue taking appropriate actions to balance our workforce
with expected demand while maintaining a strong competitive
position."

Other Second Quarter 2002 Highlights

     * Broadband/Video sales worldwide decreased 6% sequentially
and 22% year over year to $125.2 million for the second quarter.
The sequential decrease in Broadband/Video sales was primarily
due to lower sales to Adelphia. Broadband/Video sales rose
sequentially in all regions except North America. Despite
significant pricing pressure, sales of fiber optic cable for
broadband applications were stable sequentially.  

     * Local Area Network (LAN) sales increased 15% sequentially
to $22.9 million for the second quarter, compared to $25.8
million for the second quarter of 2001. However, the Company
expects its LAN business to slow in the second half of 2002
primarily due to the anticipated gradual loss of one of its
leading distribution channels.

     * Wireless and Other Telecom sales rose 3% sequentially to
$6.9 million in the second quarter. This compares to $14.5
million in the year-ago quarter.

     * Total Company gross margin for the second quarter was
approximately 20.5% compared to 24.2% in the year-ago period and
22.2% in the first quarter of 2002. Gross margin for the quarter
was affected by lower sales volumes, product mix and ongoing
pricing pressure for certain products.

     * Selling, general and administrative expenses reflect bad
debt charges related to Adelphia, which were $12.9 million after
tax. CommScope has reached agreement with Adelphia on the
terms under which the Company will do business after the
Adelphia Chapter 11 bankruptcy filing date.

     * Excluding Adelphia charges, SG&A was relatively stable
sequentially at $20.6 million for the second quarter or
approximately 13.3% of sales.

     * Net cash provided by operating activities for the second
quarter was $28.8 million. CommScope's capital expenditures for
the quarter were $1.4 million.

"Despite difficult market conditions we continued to generate
free cash flow (total cash from operations less capital
expenditures) and ended the quarter with $115 million of cash on
our balance sheet," said Jearld L. Leonhardt, CommScope
Executive Vice President and Chief Financial Officer. "We
believe that CommScope remains in solid financial condition.

"However, forecasting continues to be difficult in the current
environment," noted Leonhardt. "Based upon current order trends,
we currently expect third quarter sales to be approximately
$130-$145 million with gross margins in the 17%-19% range."

CommScope is the world's largest manufacturer of broadband
coaxial cable for Hybrid Fiber Coaxial (HFC) applications and a
leading supplier of high-performance fiber optic and twisted
pair cables for LAN, wireless and other communications
applications.

As previously reported, Standard & Poor's raised the CommScope's
rating to BB+ owing to the company's solid performance.


CONDOR SYSTEMS: Completes Sale of Assets to EDO Entity for $62MM
----------------------------------------------------------------
EDO Corporation (NYSE:EDO) announced that EDO Reconnaissance and
Surveillance Systems Inc., a wholly owned subsidiary, has
completed the previously announced purchase of substantially all
of the assets and businesses of Condor Systems, Inc., a
California corporation, and its domestic subsidiary for
approximately $61.9 million in cash and the assumption of
certain normal employee benefit obligations and a certain number
of trade and supplier payables required to support operations
going forward valued together at approximately $12 million. The
transaction also includes the assumption of $28 million of
outstanding letters of credit normally associated with
international contracts of the type being assumed.

Condor Systems, Inc., founded in 1980, is a privately held
defense electronics firm and a manufacturer of signal
intelligence and electronic warfare systems and products with
revenue for 2001 of approximately $78 million.

James M. Smith, EDO's Chairman, President and CEO said, "Condor
meets all of our acquisition criteria. It considerably expands
our electronic warfare footprint as a supplier in the areas of
intelligence, reconnaissance and surveillance systems. Condor is
platform-oriented with strategic positions on such airborne
platforms as the Navy's P-3 and EP-3, the Air Force's RC-135
Rivet Joint Aircraft, as well as the Los Angeles and Virginia-
class submarines. Condor conducts substantial international
business and has earned a solid reputation with the major prime
contractors. Condor's culture is highly compatible with EDO's,
and we have known and worked with Condor's senior management for
years."

Smith continued, "We clearly understand the circumstances of
Condor's bankruptcy, and we consider them immaterial on a go-
forward basis. Based on our discussions with Condor's major
customers, we anticipate a smooth integration of Condor's
business into EDO's operations."

EDO Corporation -- http://www.EDOcorp.com-- supplies highly  
engineered products for governments and industry worldwide,
including advanced electronic, electromechanical and information
systems and engineered materials critical to the mission success
of its customers. The Company's Defense Segment provides
integrated front-line war fighting systems, including radar
countermeasures systems, aircraft weapons storage and release
systems, airborne mine countermeasure systems, integrated combat
systems and sonar systems and professional, operational,
technical and information technology services. EDO's Space and
Communication Segment addresses the needs of the remote sensing,
communication, navigation, and electronic warfare industries
with ultra-miniature electronics and a broad line of antennas.
The Company's Engineered Materials Segment supplies
piezoelectric and advanced composites for the communication,
navigation, chemical, petrochemical, paper and oil industries,
for civilian infrastructure and military applications.


CORNING INC: Commences Public Offering for $500M Conv Preferreds
----------------------------------------------------------------
Corning Incorporated (NYSE:GLW) has commenced a public offering
of $500 million of mandatory convertible preferred stock under
its existing $5 billion universal shelf registration statement.

The preferred shares are mandatorily convertible into shares of
Corning's common stock in August 2005. The offering is expected
to be priced on or about July 31, 2002. The book-running
managers are Salomon Smith Barney, JPMorgan and Goldman, Sachs &
Co.

Net proceeds from the offering will be used as follows:

     - Approximately $105 million to purchase U.S. Treasury
securities that will be pledged as collateral to secure the
payment of dividends on the mandatory convertible preferred
stock.

     - To fund capital expenditure, operating losses, including
cash restructuring spending, working capital requirements and
general corporate purposes.

     - Purchase and retire long-term debt securities with a
weighted average interest rate of 4% per annum with maturities
ranging from 2003 through 2029.

This represents a new financing by Corning. This offering is
made by means of a prospectus supplement to a prospectus that is
part of Corning's universal shelf registration statement
previously filed with the U.S. Securities and Exchange
Commission and declared effective in March 2001. For a copy of
the prospectus and prospectus supplement relating to this
offering, contact the prospectus department of Salomon Smith
Barney, 388 Greenwich Street, New York, NY 10013, Telephone:
(718) 765-6732.

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

                         *    *    *

As reported in Troubled Company Reporter's July 26, 2002,
edition, Fitch Ratings has lowered Corning Inc.'s senior
unsecured debt to 'BB' from 'BBB-', convertible preferred stock
to 'B' from 'BB', and the company's commercial paper program to
'B' from 'F3'. The Rating Outlook remains Negative.

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

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


DLJ COMMERCIAL: Fitch Affirms Low-B's on 4 Classes of P-T Certs.
----------------------------------------------------------------
DLJ Commercial Mortgage Corp., commercial mortgage pass-through
certificates, series 2000-STF1, $131.6 million class A-1 and
interest-only classes S and X are affirmed at 'AAA' by Fitch
Ratings. In addition, Fitch affirms the following classes: $27
million class A-2 at 'AA', $34.6 million class A-3 at 'A', $31.8
million class B-1 at 'BBB', $11 million class B-2 at 'BBB-',
$2.2 million class B-3 at 'BB+', $21.9 million class B-4 at
'BB', $4.4 million class B-5 at 'BB-' and $17.6 million class B-
6 at 'B'. The $13.2 million class B-7 and $21.9 million class C
are not rated by Fitch. The rating affirmations follow Fitch's
annual review of this transaction, which closed in August 2000.

As of the July 2002 distribution date, nine loans have paid off
and the transactions aggregate principal balance has decreased
27.7% to $317.1 million from $438.8 million at issuance. The
certificates are currently collateralized by 23 interest only
floating-rate loans on multifamily and commercial properties. By
outstanding balance, the pool consists of mainly multifamily
(55.2%), office (37.1%) and industrial (6.8%) properties. The
properties are located in 10 states, with concentrations in New
Jersey (29.6%), Texas (27.2%), Tennessee (10.4%), and Arizona
(10.3%). The loans mature in 2002 (6.6%) and 2003 (93.4%).

The transaction's structure is sequential-pay with a pro rata
component. In June 2002, class A-1 reached the credit
enhancement trigger to allow principal to be paid pro rata to
class A-2. Additional classes have, A-3, and will change to pro
rata pay once appropriate credit enhancement triggers are met.
The transaction will convert back to sequential-pay once the
remaining pool is 32% of the original balance or only five loans
remain as collateral. In July 2002, an interest shortfall was
applied up through class B-4 due to the disposition of
California State Bank Building. The shortfall is expected to be
repaid at classes B-1 through B-7, leaving a permanent
impairment to the $21.9 million un-rated class C.

The Master Servicer, Midland Loan Services, collected year-end
2001 operating statements for 98.6% of the pool. Based on the
comparable financials, the YE 2001 weighted average net cash
flow remained 2.9% below issuance. The decline in NCF is not
surprising given the transitional nature of the properties and
the capital improvements made over the life of the loan.

Three loans are currently specially serviced because they did
not refinance at maturity. Of those there, J.E. Robert
Companies, the special servicer, has not been able to work out
an agreement with the borrower to cure the loan default of
Village of Sycamore Ridge (1.7%) therefore foreclosure appears
likely. The Garden Pointe Apartments loan (1.6%) is being
modified to start paying down the principal and extend the
maturity to Jan. 1, 2003. The Continental Chateau Apartments
loan (0.8%) is expected to payoff in August. Additionally, two
loans are on the servicer's watchlist due to upcoming maturity.
Three loans, comprising 18.8% of the pool's outstanding
collateral balance, have a DSCR below 1.0x for YE 2001, but all
remain current.

Fitch will continue to monitor this transaction, as surveillance
is ongoing.


DAIRY MART: Couche-Tard's Bid Retained At Bid Deadline Closing
--------------------------------------------------------------
Alimentation Couche-Tard Inc., (TSX:ATD.A)(TSX:ATD.B) has
announced that its bid to acquire the assets of Dairy Mart
Convenience Stores, Inc. (Hudson, Ohio), filed on June 6, 2002,
has been retained at the closing of the bid deadline. Dairy Mart
Convenience Stores, Inc., a leading regional convenience
retailing chain with some 450 stores located in Ohio, Kentucky,
Pennsylvania, Michigan and Indiana, filed voluntary petitions
with the Court for the Southern District of New York on
September 24, 2001, seeking protection under Chapter 11 of the
U.S. Bankruptcy Code.

Couche-Tard's bid is now subject to various regulatory
procedures that may end in the Court approval the transaction by
mid-August 2002. An announcement will be made by news release.

Alimentation Couche-Tard Inc., is the leader in the Canadian
convenience store industry and the ninth-largest convenience
retailer in North America. The Company operates a network of
1,958 stores in Canada and the Midwestern United States, 756 of
which include gasoline dispensing. Currently, 14,800 people work
at Couche-Tard's head office and throughout the network.


DECORA INDUSTRIES: Court Orders Chapter 11 Trustee Appointment
--------------------------------------------------------------
Judge Joseph J. Farnan Jr., has ordered a chapter 11 trustee be
appointed in the Decora Industries Inc.'s chapter 11 case,
reported Dow Jones. According to an order signed, Judge Farnan
directed the U.S. Trustee overseeing the self-adhesive product
maker's case to appoint a chapter 11 trustee.

The judge also ordered that the chapter 11 trustee must file a
status report with the court by September 16 that includes a
list of issues that need to be resolved and actions taken to
liquidate the company's assets as well as an opinion as to
whether the case should be converted to a chapter 7 liquidation,
the newswire reported.

A status conference on the chapter 11 trustee's findings has
been set for October 1.

Decora Industries and its Decora Inc., subsidiary filed
prepackaged chapter 11 bankruptcy petitions on December 5, 2000,
listing assets of $105.7 million and liabilities of $120.1
million. (ABI World, July 25, 2002)


ENRON: Columbia Gas Seeks Stay Relief to Setoff Claims with ENA
---------------------------------------------------------------
Columbia Gas Transmission Corporation asks the Court to modify
the automatic stay so it could effect a setoff of mutual
obligations with Enron North America Corp.

According to Rosanne Thomas Matzat, Esq., at Hahn & Hessen LLP,
in New York, Columbia Gas has a postpetition obligation to
return 620,000 dekatherms (dth) of Parked Gas in its pipeline to
ENA pursuant to their natural gas Parking and Lending Service
Agreements dated March 23, 2001 and April 30, 2001.  The PAL
Agreements -- which abide with the effective PAL Rate Schedule
and applicable General Terms and Conditions of Columbia Gas'
Tariff on file with Federal Energy Regulatory Commission -- were
terminated after the Petition Date.  The quantity to be returned
is valued $1,416,700 in accordance with the February 11, 2002
midpoint of the Daily Price Survey for Columbia Gas.

For its part, ENA owes $1,303,117 to Columbia Gas.

Under the PAL Agreements, ENA has $635,976 in debt, wherein
Columbia Gas recouped $68,355.  In addition, ENA owes Columbia
Gas another $709,550 as damages for its breach of several other
agreements.  ENA has failed to provide Columbia Gas with
adequate protection with respect to these agreements, subsequent
to the Petition Date.

Consequently, Ms. Matzat contends that Columbia Gas is entitled
to setoff since ENA did not provide the adequate protection.
Columbia Gas holds a secured claim against ENA to the extent of
the value of the Parked Gas, which is likely to decrease as the
spring and summer months approach and the demand for natural gas
decreases.  But no adequate protection in any form was extended
to account for this decline in value.

"Cause also exists to modify the stay because Columbia Gas would
otherwise be forced to release both the Parked Gas and would
lose its valid setoff rights," Ms. Matzat argues.

Columbia Gas is further entitled to relief from the stay since
ENA does not have any equity in the Parked Gas and its
obligation under the other contracts is greater than the value
of the Parked Gas.  Besides, the Parked Gas is not necessary to
an effective reorganization of ENA.  "A multi-billion dollar
Chapter 11 will not likely turn on gas worth only about
$1,000,000," Ms. Matzat says.

If the request to permit setoff is denied, Columbia Gas asks the
Court to modify the automatic stay to allow a transfer of title
to the Parked Gas from ENA to Columbia Gas, pursuant to the
terms of the Tariff.  ENA clearly "tendered to Columbia Gas
quantities in excess of the quantities taken by ENA" because the
Parked Gas remained in Columbia Gas' system after the PAL
Agreements terminated.

Ms. Matzat explains that those quantities were automatically
forfeited to Columbia Gas upon the termination of each of the
PAL Agreements on December 31, 2001 and January 31, 2002.  
Columbia Gas is required to post the Parked Gas for sale to the
highest bidder, subject only to the automatic stay.

When the stay is modified to permit the transfer of title of the
Parked Gas, Columbia Gas will list the Parked Gas for sale on
its electronic bulletin board to the highest bidder.  Upon that
sale, Columbia Gas seeks the Court's authority to apply 80% of
the proceeds to the ENA Obligation and retain the remaining 20%
of the proceeds.

                        Debtors' Response

Edward A. Smith, Esq., at Cadwalader, Wickersham & Taft, in New
York, contends that Columbia Gas has improperly refused to
release the natural gas held notwithstanding ENA's repeated
requests.  Columbia Gas' conduct violates its contracts with ENA
and its obligations under the Bankruptcy Code.

"This is the second motion filed by Columbia Gas requesting
permission to setoff the gas at issue," Mr. Smith notes.
"Apparently, recognizing that the Southern Natural Gas ruling
was fatal to its setoff arguments, Columbia Gas withdrew its
prior motion on the eve of the scheduled hearing and
simultaneously filed another motion.  Inexplicably, however, the
latest motion again presses the setoff argument, while never
even acknowledging the Court's decision in Southern Natural
Gas."

On March 6, 2002, in connection with a similar motion by
Southern Natural Gas, the Court ruled that the obligation of a
bailee to return goods to the bailor is not a debt and,
consequently, does not give rise to a right of setoff.  The
Court further held that an agreement of the same type as the
ones at issue here constituted a bailment.

In a transparent and futile effort to evade the Southern Natural
Gas ruling, Columbia Gas is now arguing that title to the ENA
gas passed automatically to it upon the expiration of the PAL
contracts.  Columbia Gas simply ignores the fact that the only
reason ENA's gas remained after the expiration of the contracts
was because Columbia Gas refused to release it.  Moreover, Mr.
Smith adds, Columbia Gas' argument depends on a distortion of
its tariff.  Under the clear terms of Columbia Gas' tariff, the
Debtors still hold title to their gas, notwithstanding the
expiration of the agreements.

Accordingly, the Debtors ask the Court to deny Columbia Gas'
motion and order Columbia Gas to immediately release its gas.
(Enron Bankruptcy News, Issue No. 37; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

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


FLAG TELECOM: Committee Taps Houlihan Lokey for Financial Advice
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of FLAG Telecom
Holdings Limited, and its debtor-affiliates, seeks Court
authority to employ Houlihan Lokey Howard & Zukin Capital and
Close Brothers Corporate Finance Ltd as financial advisors
effective May 7, 2002.

Michael S. Stamer, Esq., at Akin Gump Strauss Hauer & Feld LLP,
says the Committee needs financial advisors to assist it with
evaluating various restructuring alternatives.

Specifically, the advisors will the Committee with:

    (a) evaluating the assets and liabilities of the Debtors;

    (b) analyzing and reviewing the financial and operating
        statements of the Debtors;

    (c) analyzing the business plans and forecasts of the
        Debtors;

    (d) evaluating all aspects of any debtor-in-possession
        financing, cash collateral usage and adequate protection
        thereto, as well as any exit financing in connection
        with any plan of reorganization;

    (e) providing such specific valuation or other financial
        analyses as the Committee may require in connection with
        the Debtors' Chapter 11 cases;

    (f) helping with the claim resolution process and
        distributions relating thereto;

    (g) assessing the financial issues and options concerning
        (i) the sale of any assets of the Debtors, either in
        whole or in part, and (ii) the Debtors' plan(s) of
        reorganization or any other plan(s) of reorganization;

    (h) preparation, analysis and explanation of any Plan to
        various constituencies;

    (i) providing testimony in court on behalf of the Committee,
        if necessary or as reasonably requested by the
        Committee; and

    (j) providing such other financial advisory services as the
        Committee and Committee Counsel may, from time to time,
        agree in writing and that are consistent with the
        Advisors' capabilities.

                     Houlihan Background

Houlihan Lokey is a nationally recognized investment banking and
financial advisory firm with nine offices worldwide, and more
than 275 professionals. It provides advisory services in a
variety of areas, including financial restructuring, where
Houlihan Lokey is one of the leading investment bankers and
advisors to debtors, bondholder groups, secured and unsecured
creditors, acquirors, and other parties in interest involved in
financially distressed companies, both inside and outside of
bankruptcy.

Houlihan Lokey has served as a financial advisor in some of the
largest and most complex restructuring matters in the United
States, including serving as the financial advisor to the
debtors in the chapter 11 proceedings of Covad Communications
Inc., Galey & Lord Inc., McLeod USA, Worldtex Inc., and Stage
Stores Inc., and as the financial advisor to the official
creditors committees in the Chapter 11 proceedings of Enron
Corporation, Laidlaw Inc., Polaroid Corp., The Loewen Group
Inc., and Williams Communications Group Inc.

In addition, Houlihan Lokey has provided services to more than
100 telecommunications and media companies in both public and
private sectors, including Global Telesystems, GST
Telecommunications, American MetroComm Corporation, NorthPoint
Communications and Pathnet Telecommunications, while
representing the official creditors committee in matters such as
ICG Communications.

                       Disinterestedness

Jonathan B. Cleveland, Director of Houlihan Lokey, says the Firm
is a "disinterested person" in that Houlihan Lokey:

    a. is not a creditor, equity security holder or insider of
       the Debtors;

    b. is not and was not an investment banker for any
       outstanding security of the Debtors;

    c. has not been, within three years before the date of the
       filing of the Debtors' Chapter 11 petition, (i) an
       investment banker for a security of the Debtors, or (ii)
       an attorney for such an investment banker in connection
       with the offer, sale, or issuance of a security of the
       Debtors; and

    d. is not and, was not, within two years before the date of
       the filing of the Debtors' Chapter 11 petitions, a
       director, officer, or employee of the Debtors or of any
       investment banker.

Mr. Cleveland says Houlihan Lokey has undertaken a detailed
search to determine, and to disclose, whether it has been
employed by any significant creditors (including banks), equity
security holders, insiders or other parties-in-interest in such
unrelated matters.

To determine its relationship with parties in interest, Houlihan
Lokey researched its client databases to determine whether it
has any relationships with entities that were identified to
Houlihan Lokey by Akin Gump Strauss Hauer & Feld LLP, counsel to
the Committee:

    a. the Debtors and their non-Debtor affiliates;

    b. the former corporate names of the Debtors and their non-
       Debtor affiliates;

    c. current officers and directors of the Debtors and their
       non-Debtor affiliates;

    d. business affiliations of the current directors and
       officers of the Debtors and their non-Debtor affiliates;

    e. senior secured lenders/holders of secured debt;

    f. indenture or collateral trustees or former indenture
       trustees;

    g. material bondholders;

    i. the largest unsecured creditors of each of the Debtors;

    j. the attorneys and other professionals of the Debtors;

    k. the prepetition lenders and landlords of the Debtors;

    l. 5% shareholders of the Debtors; and

    m. other potentially adverse parties.

Mr. Cleveland discloses that Houlihan Lokey has in the past or
currently represents 75 companies in matters wholly
unrelated to the Debtors' Chapter 11 cases:

    1.  Aetna
    2.  American Home Products Corp.
    3.  Arthur Anderson V. Lincoln S & L
    4.  Axa Investment Managers
    5.  Bell Atlantic/Nynex Mobile
    6.  Berkley Industries LLC
    7.  Ciena Corp.
    8.  CIGNA Corp.
    9.  Colonial
    10. Credit Acceptance Corp.
    11. Diversified Management Services
    12. Enterprise Communications
    13. Enterprise Irvine Investments
    14. Enterprise Partners III
    15. Enterprise Profit Solutions (CIMS)
    16. Enterprise Solutions Ltd
    17. Environmental Management Systems
    18. Environmental Resources Management
    19. Flagstar Corp.
    20. Ford Motor Co.
    21. Gibson, Dunn & Crutcher/Green
    22. Global Crossing Developments
    23. Goldman, Sachs & Co.
    24. Infocast
    25. Infocure Corp. (CIMS)
    26. Institutional Capital Co.
    27. Jackson National Life Insurance Co.
    28. John Hancock Mutual Life Ins. #1
    29. John Hancock Mutual Life Ins. #2
    30. John Hancock Mutual Life Ins. #3
    31. Latham & Watkins-Projected Pond
    32. Level 3 Communications Inc.
    33. Lincoln Federal Savings & Loan
    34. Lincoln Property Co. Inc.
    35. Lucent Technologies Inc.
    36. Mason
    37. Metromedia China Corp.
    38. Mintz, Levin, Cohn, Serris et al.
    39. Network Two Communications Group
    40. Pacific Health Alliance
    41. Pacific Investment Management Co.
    42. Pacific Investment Srvcs/Project Lei
    43. Perry Capital Corp.
    44. PPM/Project Shoe
    45. PPM America (IN CIMS)
    46. PPM America /Scottsboro
    47. PPM/Coho Energy
    48. PPM/Jitney Jungle - (IN CIMS)
    49. PPM/McCock Metals
    50. PPM/ McCock Mortgage
    51. PPM/Norcross Safety
    52. PPM/Nuworld Marketing Ltd
    53. PPM/RBX Corp
    54. Provident Companies
    55. PSI Telecommunications Inc.
    56. Putnam Lovell Capital
    57. Qwest Communications International Inc.
    58. Raytheon Corp.
    59. SAC Capital Advisors LLC
    60. SAC Holdings Corp.
    61. SEI Information Technology (CIMS)
    62. SEI Information Technology Inc.
    63. Simmons Company
    64. Simmons Company #2
    65. Southern California Edison
    66. Specialty Equipment Company
    67. Specialty Equipment Market Assoc.
    68. Sprint PCS
    69. Sprint Spectrum
    70. Triad Systems Corp.
    71. Trust Co. of the W. Special Credit
    72. Tyco Laboratories Inc.
    73. Wells Fargo Bank
    74. Westdeutsche Landesbank Girozentral
    75. Winstar Communications Inc.
    
                   Close Brothers' Background

Close Brothers is an independent financial adviser to growth
companies in Europe, employing over 90 professionals based in
London, Paris and Frankfurt. Close Brothers is a subsidiary of
Close Brothers Group PLC, an independent merchant banking group
listed on the London Stock Exchange.

It has one of the leading dedicated restructuring teams in the
UK investment banking market with a broad range of experience
in: (i) capital restructuring; (ii) complex cross-border
restructuring; (iii) debt restructuring; (iv) refinancing; (v)
distressed M&A; and (vi) insolvency planning.

Close Brothers has acted or is acting as financial adviser on a
number of European restructurings including Ashanti Goldfields
Company Limited, Brunner Mond Group PLC, Enron Teeside
Operations Limited, Northern Gas Processing Limited, Netia
Holdings S.A., Clubhaus PLC, Danka Business Systems PLC, The
Polestar Corp. PLC, Brokat Technologies AG, Cammell Laird
Holdings PLC and IFCO Systems NV.

                       Disinterestedness

Peter H. Marshall, Director of Close Brothers, says the Firm is
a "disinterested person" because it:

  a. is not a creditor, equity security holder or insider of the
     Debtors;

  b. is not and was not an investment banker for any outstanding
     security of the Debtors;

  c. has not been, within three years before the date of the
     filing of the Debtors' Chapter 11 petition, (i) an
     investment banker for a security of the Debtors, or (ii) an
     attorney for such an investment banker in connection with
     the offer, sale, or issuance of a security of the Debtors;
     and

  d. is not and, was not, within two years before the date of
     the filing of the Debtors' Chapter 11 petitions, a
     director, officer, or employee of the Debtors or of any
     investment banker.

Mr. Marshall says Close Brothers has undertaken a detailed
search to determine, and to disclose, whether it has been
employed by any significant creditors (including banks), equity
security holders, insiders or other parties-in-interest in such
unrelated matters.

Close Brothers has in the past or currently represents these
companies on matters wholly unrelated to the Debtors' Chapter 11
cases:

    1.  Bank of Scotland PLC
    2.  Barclays Bank PLC
    3.  Bayerische
    4.  Credit Suisse Asset Management
    5.  Deutsche Bank AG
    6.  Dresdner Bank
    7.  DWS Investment
    8.  Goldman Sachs
    9.  JP Morgan Chase
    10. KBC Bank
    11. RMF Investment Products
    12. Royal Bank of Scotland PLC
    13. The Sumitomo Bank
    14. Trust Company of the West
    
                         Compensation

Mr. Stamer says the advisors will jointly be entitled to
receive, as compensation for its services:

    a. a Monthly Fee of $175,000;

    b. a fee upon the consummation of a Transaction of
       $2,500,000, less 50% of any Monthly Fees received in
       excess of $1,050,000; and

    c. reimbursement of all reasonable out-of-pocket expenses.
       (Flag Telecom Bankruptcy News, Issue No. 12; Bankruptcy
       Creditors' Service, Inc., 609/392-0900)


FRAWLEY CORP: Cash Flow Insufficient to Meet Current Obligations
----------------------------------------------------------------
Frawley Corporation's real estate operating loss during the
quarter ended March 31, 2002 was approximately $73,000 as
compared to a loss of $93,000 for the same period in 2001. Real
estate losses continue as the Company incurs carrying costs and
improvements required to sell the property.  

Due to the Hospital's continued losses and its inability to pay
interest on its secured $1,022,000 loan on the hospital property
for more than one year, the Board of Directors of the Company
unanimously voted in December 2001 to sell or close this
business within the first six months of 2002.  The Company
currently is seeking an investor to fund marketing and expansion
of the health care services or a purchaser for this subsidiary.
No assurance can be made that an investor or purchaser will be
found.  

Effective February 1, 2002 the Company entered into a Settlement
Agreement with a related party who held outstanding notes
payable in the amount of $1,022,000, secured by the hospital
property in Seattle, Washington. Under terms of the agreement,
the Company sold the hospital's land, building, and property and
equipment to the related party for a purchase price in the
amount of the principal of the notes and accrued interest of
$174,000. Also effective February 1st, 2002, the Company entered
into a lease agreement with the related party whereby the
company is permitted to lease the hospital facility for 36
months, with an option to repurchase the property from the
related party at an amount equal to the original principal
indebtedness plus accumulated interest and attorney's fees.   
During the quarter ended March 31, 2002, the health care
discontinued operations net income was approximately $656,000.
The net income reflects a gain of $781,000, which resulted from
the reduction of debt in the amount of $1,022,000 and accrued
interest of $174,000 less the net book value of assets sold for
$415,000. Operating loss for the Hospital for the three months
ended March 31, 2002 was $125,000 compared to a loss of $32,000
in 2001.

                   Liquidity and Capital Resources   

The Company's recurring losses from continuing operations led to
its decision to discontinue the hospital operations.
Difficulties in generating cash flow sufficient to meet its
obligations raise substantial doubt about the Company's ability
to continue as a going concern.  

Real Estate and Corporate overhead continue to produce losses
that the operating business is unable to absorb. The required
investments in real estate are currently funded by loans. The
Company continues to incur legal expenses and has an obligation
in 2002 to contribute to the Chatham Brothers toxic waste
cleanup lawsuit.  Servicing outstanding debt continues to be a
significant burden on the Company's operations.


GENUITY INC: Bank Group Agrees to Two-Week Standstill Agreement
---------------------------------------------------------------
Genuity Inc. (Nasdaq: GENU), a leading provider of enterprise IP
networking services, announced that the global consortium of
banks that provided the company with a $2 billion line of credit
has agreed to a two-week standstill while negotiations continue
to revise the company's credit facility. As a part of the
standstill agreement, the company made a payment of $100 million
to the bank group, bringing its currently available cash to
approximately $1.2 billion.

The company said that the standstill was agreed to by all banks
that provided the $723 million funding that was recently
received by Genuity, under its $2 billion line of credit. JP
Morgan Chase is the agent for the bank consortium.

Monday's action follows last week's announcement by Verizon
Communications of its decision to relinquish its option to
acquire a controlling interest in Genuity, causing a default
under Genuity's credit facilities.

Paul R. Gudonis, Genuity's chairman and chief executive officer,
stated, "The extension gives us a two-week period to restructure
our credit facility as we make the transition to an independent
public company that no longer has the potential controlling
interest of Verizon. Although Verizon has changed its ownership
status, it remains a major customer and sales channel for
Genuity's services. We are evaluating all of our options, as
there are many potential paths to take."

Gudonis added, "I want to assure our employees, customers and
suppliers that, with $1.2 billion in cash, business operations
will continue without interruption, and we will provide our
customers with the service and support they have come to expect
from Genuity."

The company noted that the lending consortium proceeded without
the participation of Deutsche Bank, which did not contribute its
portion of the credit facility, causing Genuity to take legal
action last week to require it to satisfy its obligation.

Genuity also announced it has retained Lazard Freres & Co., as
its financial advisor, and that Michael Masin, a vice chairman
of Verizon Communications, has resigned from Genuity's board of
directors. Verizon has retained its right to a seat on the
Genuity board and may appoint a new director in the future.

Genuity is a leading provider of enterprise IP networking
services. The company combines its Tier 1 network with a full
portfolio of managed Internet services, including dedicated and
broadband access, Internet security, Voice over IP (VoIP), and
Web hosting to provide converged voice and data solutions. With
annual revenues of more than $1 billion, Genuity (NASDAQ: GENU
and NM: Genuity A-RegS 144) is a global company with offices and
operations throughout the U.S., Europe, Asia and Latin America.
Additional information about Genuity can be found at
http://www.genuity.com


GLOBAL CROSSING: Court Okays KPMG LLP for Limited Tax Services
--------------------------------------------------------------
Global Crossing Ltd., and its debtor-affiliates obtained Court
approval to retain and employ KPMG LLP to provide specific and
limited tax services, nunc pro tunc to May 20, 2002.

In particular, the Debtors retain and employ Carol Conjura,
partner in the Washington D.C. office; Mark Hutchison, partner
in the Woodland Hills office; David Madden, principal in the
Washington D.C. office; and Andrew Gantman, senior manager in
the Washington  D.C. office.

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

       Partners                                 $500 - $750
       Directors/Senior Managers/Managers       $375 - $475
       Senior/Staff Accountants                 $300 - $450
       Paraprofessionals                        $170 - $275
(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 1.125, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GBLX08USR1
for real-time bond pricing.


GLOBAL CROSSING: John Legere Testifies at Senate Panel Hearing
--------------------------------------------------------------
Global Crossing confirmed that John Legere, chief executive
officer, along with other telecommunications industry
executives, testified before the U.S. Senate Committee on
Commerce, Science and Transportation in Washington, DC.  The
hearing was yesterday, July 30 at 9:30 a.m., in the Russell
Senate Office Building, Room 253.

For more information on the hearing, please visit
http://commerce.senate.gov   

Mr. Legere's written testimony can be found at:
http://www.globalcrossing.com/xml/res/res_testimony_7_30.xml  

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

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

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


GOLDMAN INDUSTRIAL: Panel Balks at Morris-Anderson's New Rates
--------------------------------------------------------------
The Official Unsecured Creditors Committee appointed in the
chapter 11 cases involving Goldman Industrial Group, Inc.,
objects to the Debtors' motion to expand the scope of Morris-
Anderson & Associates, Ltd.'s services as financial and
restructuring advisors.

The Committee complains to the U.S. Bankruptcy Court for the
District of Delaware that the Debtors seek an open-ended
authorization to hire additional persons from Morris Anderson
but does not specify the specific services to be provided.  The
Committee explains the Debtors' motion simply recites that the
services although "consistent with the engagement letter" may
require additional staff because the professionals currently in-
charge may not have the time to perform these services. The
Committee contends that it would be difficult to evaluate the
legitimacy of the request without specific delineation of the
services.

According to the Committee, Morris-Anderson has apparently
determined that it did not quote the correct fixed monthly
payment of $148,000. The Committee asserts that this
determination is not reason enough to permit Morris-Anderson to
shift from a flat fee engagement to an open-ended hourly charge.
Additionally, the Committee points out that the Motion seems to
provide that Morris-Anderson will continue to receive the flat
fee plus hourly charges.

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


GROUP TELECOM: US Court Extends Prelim. Injunction to Sept. 13
--------------------------------------------------------------
GT Group Telecom Inc., announced that the preliminary injunction
issued by the United States Bankruptcy Court in favor of it and
its affiliates, has been extended until September 13, 2002,
except that with respect to one creditor of GT's U.S subsidiary,
the injunction is in effect only until August 15, 2002. A motion
brought by that creditor will be heard on August 15, 2002.

The Company also announced that it has withdrawn its application
to appeal a NASDAQ staff delisting determination and, that
consequently, the Company's Class B shares will be delisted from
the NASDAQ National Market effective July 30, 2002. Group
Telecom's Class A and B shares continue to be listed on the
Toronto Stock Exchange.

GT Group Telecom also announced that its engagement of Morgan
Stanley as financial advisor has been terminated.

Group Telecom is Canada's largest independent, facilities-based
telecommunications provider, with a national fibre-optic network
linked by 454,125 strand kilometres of fibre-optics, at March
31, 2002. Group Telecom's unique backbone architecture is built
with technologies such as Gigabit Ethernet for delivery of
enhanced network performance and Synchronous Optical Network for
the highest level of network reliability. Group Telecom offers
next-generation high-speed data, Internet, application and voice
services, delivering enhanced communication solutions to
Canadian businesses. Group Telecom operates with local offices
in 17 markets across nine provinces in Canada. Group Telecom's
national office is in Toronto. Certain statements in this press
release may constitute forward-looking statements. Such forward-
looking statements involve risks, uncertainties and other
factors which may cause actual results, performance or
achievements of Group Telecom to be materially different from
any future results, performance or achievements expressed or
implied by such forward-looking statements due to changes in
economic, business, competitive, technological or regulatory
factors. More detailed information regarding these factors and
other risks is summarized in the Company's filings with the SEC,
especially the section entitled "Risk Factors" in its Annual
Report on Form 20-F for the fiscal year ended September 30,
2001. All data presented herein should be read in conjunction
with such filings.

For more information about Group Telecom, visit its Web site at
http://www.gt.ca

GT Group Telecom's 13.25% bonds due 2010 (GTGR10CAR1) are
trading at about 6 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GTGR10CAR1
for real-time bond pricing.


HPL TECHNOLOGIES: Fails to Comply with Nasdaq Listing Standards
---------------------------------------------------------------
HPL Technologies, Inc. (Nasdaq: HPLA), received a Nasdaq Staff
Determination on July 22, 2002, indicating that the Company
fails to comply with the Nasdaq listing standards. The Staff
Determination was sent following the Company's announcement on
July 19, 2002, that it had discovered certain financial and
accounting irregularities and that no further reliance should be
placed on the Company's previously issued financial statements.
The Staff Determination letter informed the Company that its
securities are subject to delisting from the Nasdaq National
Market due to violations of Nasdaq Marketplace Rules 4310(C)
(failure to timely file reports) and 4330(a) (public interest
concerns). The Company has requested a hearing before a Nasdaq
Listing Qualifications Panel to review the Staff Determination.
There can be no assurance that the Panel will grant the
Company's request for continued listing. If the Panel upholds
the Staff Determination, the Company's securities will be
delisted from the Nasdaq National Market.

As a result of the Company's announcement on July 19th, HPL's
stock price dropped to $4.00 per share in pre-market trading and
Nasdaq halted trading in the stock before the market opened that
day. HPL believes that trading in the Company's stock will
remain suspended until restated financial statements are filed
with the SEC. Despite such filings, the Nasdaq Stock Market may
nevertheless delist the Company's stock and deny any new listing
applications for quotation in any Nasdaq or Bulletin Board
Market.

HPL provides yield optimization software solutions that enable
semiconductor companies and FPD industry to enhance the
efficiency of their production process, which consists of
design, fabrication and test. The Company's products include a
flexible software platform that allow its customers to
accelerate the process in which they identify, measure and
correct sources of failure in the production process. By
accelerating this process, HPL enables its customers to
recognize the higher levels of revenue and profitability that
are typically associated with the early part of a new
semiconductor and FPD product cycle and to improve product
quality and production efficiency. Founded in 1989, the company
is headquartered in San Jose, California. For more information,
please visit http://www.hpl.com


HIGH VOLTAGE: April 27 Balance Sheet Upside-Down by $97 Million
---------------------------------------------------------------
High Voltage Engineering Corporation reported modest declines in
overall revenues and cash earnings for the fiscal year ended
April 27, 2002.  This results from a combination of strengthened
financial results in ASIRobicon offset by weak economic
conditions in its semiconductor and electronics markets
impacting its Phymetrics and Maxima Technologies businesses.  
Adjusted EBITDA for HVE's 2002 fiscal year was $25.1 million, or
$2.4 million and 8.6% lower than the prior year.  Adjusted
EBITDA for the Company's Restricted Subsidiaries (as defined
under the Company's bond indenture) decreased $2.7 million, or
13.5%, from $20.2 million in fiscal 2001 to $17.5 million in
fiscal 2002.  HVE's revenues were $403.0 million for 2002 fiscal
year, or $13.5 million and 3.2% lower than the $416.5 million
recorded in fiscal 2001.  Revenues from Restricted Subsidiaries
were $232.9 million for fiscal 2002, or a decline of $8.7
million, or 3.6%, compared to $241.6 million recorded in the
prior year. Orders for fiscal 2002 were $404.5 million,
including $221.6 million for Restricted Subsidiaries, compared
to $423.0 million and $248.9 million, respectively for fiscal
2001.  HVE's fourth quarter ending backlog of $206.4 million
slightly exceeded the prior year and included $81.6 million of
ending backlog in the Restricted Subsidiaries.

As of April 27, 2002, HVE's balance sheet shows a total
shareholders' equity deficit of about $97 million.

Commenting on HVE's fiscal 2002 results, Joseph W. McHugh, Jr.,
Chief Financial Officer noted, "ASIRobicon, HVE's Industrial
Power Control segment which consists of the Unrestricted
Subsidiary ASI and the Restricted Subsidiary Robicon, achieved
strong increases in revenues and Adjusted EBITDA for fiscal year
2002 compared to the prior year.  ASIRobicon revenues increased
$11.1 million, or 4.2% to $275.3 million as ASIRobicon benefited
from higher orders and sales from both utility and energy
markets, particularly with distribution and drilling
applications, which was partially offset by weak industrial
markets more dependent on energy usage, including paper and
cement.  ASIRobicon's Adjusted EBITDA increased by $3.7 million,
or 31.8%, to $15.5 million during the fiscal year due to the
increased volume and mix of higher margin products in energy and
utility applications, as well as continued implementation of
cost reductions and productivity improvements arising from the
ASI acquisition.  Phymetrics' revenues declined $15.0 million,
or 15.6%, to $81.3 million arising from particularly weak orders
and shipments of instruments and ion accelerators, as well as
modest declines in the services business, to semiconductor
markets and worldwide electronics markets, as well as a further
weakening in most other U.S. end markets. Adjusted EBITDA at
Phymetrics declined $2.6 million, or 24.4% to $8.0 million due
to the reduced volume of shipments as its customers experienced
capital expenditure reductions, delays, and cancellation of
plans as these end markets further weakened after the events of
September 11.  Maxima, which is experiencing weakness in all of
its major markets, has experienced somewhat further  
deterioration in fiscal 2002 in its heavy truck markets.  
Maxima's revenues declined $9.6 million, or 17.2% to $46.3
million due to increased price competition, continuing periodic
plant shutdowns by certain customers, and some order moveouts as
customers reduced their inventory levels.  Maxima's Adjusted
EBITDA declined $2.1 million or 28.2%, to $5.2 million compared
to $7.3 million in the prior year.  Maxima partially offset the
weaker market conditions with some new product volume, certain
price increases, and continued cost reductions during fiscal
2002.  Phymetrics and Maxima have aggressively responded to
weaker market conditions by reducing headcount by approximately
250 employees, or 23%, since the end of fiscal 2001."  Mr.
McHugh also noted "HVE's outlook for fiscal 2003 anticipates
some continued growth at ASIRobicon in the first half as its
backlog of  orders are shipped, but some softening of order
rates in the second half, as well as continued weak economic
conditions in Phymetric's and Mad order rates and revenues at
HVE.


I-LINK INC: Enters Debt Restructuring Pact with Counsel Corp.
-------------------------------------------------------------
I-Link Inc. (OTCBB:ILNK), a telecommunications and an enhanced
Internet Protocol voice and data communications company,
announced that it, Counsel Corporation (US) and Counsel
Springwell Communications LLC, an affiliate of Counsel, have
entered into a Debt Restructuring Agreement. Since acquiring a
controlling interest in I-Link in March 2001, Counsel Springwell
and Counsel have advanced to I-Link the aggregate principal
amount of $36.3 million, plus accrued interest of $3.0 million.
The maturity date for $25.9 million of the aggregate
indebtedness, including interest accrued through July 12, 2002,
was June 6, 2002, and the balance of the indebtedness is due in
2004.

Under the terms of the Restructuring Agreement, the $25.9
million of indebtedness that was due on June 6, 2002 would be
exchanged for shares of Common Stock of I-Link at a price of
$0.18864 per share, the average closing transaction price for
the month of May 2002. Interest on the $25.9 million would cease
to accrue after July 12, 2002. The balance of the indebtedness,
$13.4 million, is owed under the March 1, 2001 Loan Agreement
between Counsel Springwell and I-Link and would continue to be
convertible, at the option of Counsel Springwell, into shares of
Common Stock of I-Link pursuant to the existing terms of that
convertible indebtedness. The conversion price is currently
$0.56 per share, but, as a result of the issuance of the shares
of Common Stock in exchange for the $25.9 million of I-Link
indebtedness, the conversion price would be adjusted to
$0.39221.

The Restructuring Agreement also provides that I-Link's
guarantee of indebtedness in the amount of $12.5 million owed by
WorldxChange Corp., a wholly-owned subsidiary of I-Link, to
Counsel would be cancelled. In addition, Counsel Springwell has
agreed to surrender for cancellation by I-Link, warrants to
purchase 15,000,000 shares of Common Stock of I-Link which were
issued in connection with Counsel's loan to WxC. I-Link will
also transfer to Counsel Springwell all the outstanding shares
of capital stock of WxC. Finally, Counsel Springwell has also
agreed to pay I-Link $1.0 million for expenses incurred by I-
Link in connection with the acquisition of WxC.

Under the terms of the Restructuring Agreement, Counsel
Springwell has also agreed to continue to provide I-Link with
funding in the amount of $2.3 million through December 31, 2002
to fund I-Link's operating cash needs.

Such funding will constitute additional purchases of I-Link
Common Stock at a purchase price of $0.18864 per share. Counsel
Springwell has also agreed to pay I-Link's expenses incurred in
connection with the transactions discussed in this press
release. In addition, Counsel and Counsel Springwell's current
commitment to fund all capital investment, working capital or
other operational cash requirements of I-Link will be extended
from April 15, 2003 to December 31, 2003. Under the terms of the
Restructuring Agreement, such funding in 2003 will constitute
purchases of additional shares of I-Link Common Stock at a
purchase price equal to the to average closing transaction price
for a share of I-Link Common Stock for the immediately preceding
month.

A special committee of the Board of Directors of I-Link,
consisting of the two independent directors, negotiated and
approved the Restructuring Agreement on behalf of I-Link,
recommended its adoption and approval to the I-Link Board of
Directors and has also recommended that it be approved by the
stockholders of I-Link. The Special Committee retained a
financial advisor, which has determined that the Restructuring
Agreement is fair, from a financial point of view, to the
stockholders of I-Link, other than Counsel and its affiliates.
The Board of Directors of I-Link unanimously approved and
recommended the Restructuring Agreement and also unanimously
approved and recommended an amendment to the Articles of
Incorporation of I-Link that must be approved by the holders of
67% of the shares of capital stock of I-Link entitled to vote in
the election of directors to be effective. Assuming the approval
of the Amendment, the Restructuring Agreement must be approved
by the holders of a majority of the Common Stock of I-Link. The
Restructuring Agreement and the Amendment will be submitted for
approval at the Annual Meeting of the Stockholders of I-Link,
which will be held as soon as practicable. Counsel Springwell,
which currently holds 68% of the outstanding shares of Common
Stock, has indicated that it will vote in favor of approval of
the Amendment and the Restructuring Agreement.

I-Link also announced that it has completed a 30% reduction in
workforce at its Draper, Utah headquarters to align the
organizational structure with the company's strategic
intentions. I-Link also reorganized key departments to focus on
building customer relationships and expanding global
opportunities to license its unique software-defined
communications platform and network.

Headquartered in Draper, Utah, I-Link (OTC-Electronic Bulletin
Board: ILNK) is an integrated voice and data communications
company focused on developing and deploying its proprietary,
software-defined communications platform which unites
traditional telecommunications capabilities with data Internet
Protocol systems to converge telecommunications, wireless,
paging, voice-over-IP and Internet technologies. For further
information, visit I-Link's Web site at http://www.i-link.com  

From its headquarters in San Diego, CA, WxC offers voice and
data telecommunications to residential and commercial customers
throughout the United States with on-net coverage to 90% of the
U.S. population, points of presence in over 30 U.S. cities and
10 switches in 7 U.S. cities. WxC delivers its products via
direct marketing and through a multi-level marketing channel
comprised of thousands of independent agents across the U.S. For
further information, visit WxC's Web site at
http://www.worldxchange.com


ICG COMMS: Solicitation on Modified Plan Extended Until Oct. 31
---------------------------------------------------------------
Judge Walsh approved another Cash Collateral Use Stipulation in
ICG Communications, Inc.'s chapter 11 cases and simultaneously
extended the Debtors' exclusive periods to solicit acceptances
of a modified plan through and including October 31, 2002.

Friday afternoon, ICG delivered a 5-inch-thick modified second
amended plan to the courthouse in Wilmington.  The modified plan
became a necessity after Cerberus Capital Management declined to
close on a new $65 million Exit Financing Facility.  The
significant plan modifications are:

     (1) scrapping a $40 million New Convertible Note issue;

     (2) re-valuing Reorganized ICG using a $287.5 million mid-
         point total enterprise value, resulting in the midpoint
         total equity value for Reorganized ICG falling by 65%
         to $77.3 million;

     (3) Reorganized ICG will make do with a $25 million Exit
         Financing Facility in the form of a New Senior
         Subordinated Term Loan;

     (4) the New Senior Subordinated Term Loan lenders will
         receive 5-year warrants for a 5% stake in the
         reorganized company that carry a $0.01 strike price;

     (5) stock options for Reorganized ICG's Management are cut
         by 1/4 to a 7.5% stake in the New Common Stock;

     (6) Reorganized ICG's Board of Directors will have 5 seats
         filled by:

            * 2 Cerberus designees;
            * 2 W.R. Huff Asset Management designees; and
            * ICG's Chief Executive Officer;

Creditor recoveries are impacted by these modifications:

     (A) ICG's Secured Lenders are still projected to see 100%;

     (B) Convenience Class Creditors will see a 50% dividend;

     (C) holders of General Unsecured Claims against the
         Services Debtors are projected to receive 2.69% and
         holders of General Unsecured Claims against the
         Holdings Debtors are projected to receive 3.36% on
         account of their claims.

Timothy R. Pohl, Esq., at Skadden, Arps, Slate, Meagher & Flom
in Chicago indicates that ICG believes it can resolicit
creditors' votes by the end of September, paving the way for an
October Effective Date and ICG's emergence from Chapter 11.

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


IT GROUP: Committee Wins Nod to Hire Friedman as Special Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors, in The IT Group,
Inc.'s chapter 11 cases, obtained Court permission to hire
Friedman Kaplan Seiler & Adelman LLP as Special Counsel for the
Committee nunc pro tunc to April 18, 2002.

The Committee will rely on Friedman Kaplan to serve as special
counsel in connection with the preparation, assertion and
prosecution of potential claims against the Prepetition Lenders
on behalf of the Committee in accordance with the Court's Cash
Collateral Order.  The Committee has until June 24, 2002 to
commence actions against the Prepetition Lenders.

The firm will be compensated on an hourly basis with
reimbursement of actual necessary expenses the firm may incur.  
The rates of the professionals who are to work in these cases
are:

                 Professional            Hourly rates
            ---------------------       --------------
             Edward A. Friedman             $575
             Andrew W. Goldwater             475
             Emily A. Stubbs                 315

From time to time Friedman Kaplan may utilize other attorneys
and legal assistants to aid in the representation.  The hourly
rates for these attorneys are:

                 Professional            Hourly rates
              ------------------        --------------
                   Partners               $390 - 575
                  Associates               225 - 385
               Legal assistants            110 - 175
(IT Group Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


IMPERIAL CREDIT: Won't Pay Interest of Exchange Notes Due Today
---------------------------------------------------------------
On June 15, 2002 the Imperial Credit Capital Trust 1, a wholly-
owned subsidiary of Imperial Credit Industries, Inc., failed to
make the required principal and interest payments due on its
Remarketed Par Securities in the amount of $1,093,300. A holder
of the ROPES has commenced a lawsuit in the United States
District Court, Southern District of New York seeking payment of
the ROPES.

On June 28, 2002, ICII failed to make the required principal and
interest payments due on its 12% Senior Secured Notes due 2002
in the approximate amount of $23,100,000. On July 1, 2002, two
holders of the Senior Secured Notes notified Wilmington Trust
Company, the collateral agent, of such default. The default
notice instructed the collateral agent to exercise certain of
the remedies set forth in the security agreement among the
holders of the Senior Secured Notes, ICII and Wilmington Trust.
The Senior Secured Notes are secured by all of the issued and
outstanding stock of Southern Pacific Bank.

On July 15, 2002, ICII failed to make interest payments on its
9.875% Senior Notes due 2007 and its 9.75% Senior Notes due
2004.  The 12% Senior Secured Notes due 2005 contain "cross
default" provisions. Accordingly, the default by ICII under
obligations described above may have constituted a default under
the Exchange Notes. In addition, interest on the Exchange Notes
is due July 31, 2002. ICII does not intend on making these
interest payments.

ICII is currently working with its investment banking advisors
and is in negotiations with certain of its debt holders on
various alternatives to restructure the debt and capital
structure of ICII. There can be no assurances that ICII will
reach an agreement to restructure its debt and capital
structure.  

On February 1, 2002, the Federal Deposit Insurance Corporation
delivered a Prompt Corrective Active notice to SPB pursuant to
the FDIC's prompt corrective action regulations. As a result,
SPB was required to submit a plan to restore SPB to a "well
capitalized" level. On May 24, 2002, SPB received approval from
the FDIC of its revised capital restoration plan dated May 9,
2002 and amended by letter dated May 24, 2002. ICII has
guaranteed the implementation of the Capital Plan. ICII and SPB
anticipate that they will propose a further amendment to the
Capital Plan. Any amendment to the Capital Plan must be approved
by the FDIC. There can be no assurance that the FDIC will
approve any amendments to the Capital Plan.    

SPB has entered into an agreement pursuant to which it will sell
approximately $151 million of classified assets, including $53.2
million of non-accrual loans. This sale is subject to a number
of conditions, including approval of the transaction by the FDIC
and the California Department of Financial Institutions. There
can be no assurance that the conditions will be satisfied.

There can be no assurance that SPB will be able to implement the
Capital Plan, or that if it is able to do so, it will thereafter
be able to meet either the interim or final capital targets
specified in its regulatory orders from the FDIC and the DFI.
The ability of SPB to comply with the Capital Plan is subject to
substantial uncertainty, including the uncertainty regarding
satisfaction of the many conditions to consummation of the
transactions contemplated therein. If SPB is unable to remain in
compliance with its Capital Plan, its regulators could severely
restrict the operations of SPB, or impose additional sanctions,
including the appointment of a conservator or receiver. In such
case an investment in ICII would likely become worthless.


INTERFACE INC: S&P Ratchets Low-B Credit Rating Down a Notch
------------------------------------------------------------
Standard & Poor's lowered its long-term corporate credit and
senior unsecured debt ratings on Interface Inc., to double-'B'-
minus from double-'B'. At the same time, the subordinated debt
rating was lowered to single-'B' from single-'B'-plus. The mixed
shelf registration rating was also lowered to preliminary
double-'B'-minus/single-'B' from preliminary double-'B'/single-
'B'-plus.

The outlook is stable. Total debt outstanding at June 30, 2002
was about $456 million.

The downgrade reflects Standard & Poor's concern that operating
results and credit protection measures for fiscal 2002 will be
weaker than originally expected and that the timing of recovery
of credit measures to existing levels is uncertain.

"Expected continued revenue and margin pressures across all
business segments, particularly the commercial interiors and
office furniture markets, will hurt operating results and weaken
credit measures for the year," said Standard & Poor's credit
analyst Susan Ding. "Although the company reported some
sequential improvements in sales volume for the June quarter and
management has taken steps to realign its cost structure by
rationalizing its U.S. broadloom and access flooring operations,
and exiting the unprofitable European broadloom business,
Interface will continue to be challenged to improve sales volume
in the near term."

The ratings for Interface Inc., reflect very competitive and
cyclical market conditions, offset by the company's strong
market positions, geographic diversity, and functionally diverse
commercial and institutional customer base.

Interface is the world's largest manufacturer of modular carpet,
with about a 35% share of the worldwide market. It also has
leading positions in the high-quality, designer-oriented segment
of the U.S. broadloom carpet market. In addition, the company is
a leading supplier of interior fabrics and upholstery products,
raised/access flooring and other specialty products, and a
provider of carpet installation and maintenance services through
its own extensive domestic dealer network, Re:Source Americas.


INTERMEDIA: Preferred Shareholders Form Unofficial Committee
------------------------------------------------------------
Certain holders of 13.5% Series B Intermedia PIK Preferred Stock
(OTCBB:ICJPQ) have formed an unofficial committee to address
issues concerning the restructuring of Intermedia Communications
Inc., and its affiliates, whose Chapter 11 proceedings are
currently pending in the United States Bankruptcy Court for the
Southern District of New York.  Intermedia Communications is an
affiliate of WorldCom Inc. (OTCBB:WCOEQ).  The unofficial
committee invites any holders of 13.5% Series B Intermedia PIK
Preferred Stock to join the committee.

For further information, contact Seth Hamot of Roark, Rearden,
and Hamot Capital Management, at 617-263-2844, or our counsel,
Jeanne P. Darcey, of Palmer & Dodge LLP, at 617-239-0168.

Please be advised that this Notice is not, nor shall it be
deemed to be, a solicitation or request for a proxy with respect
to the 13.5% Series B Preferred Stock described herein.


ISOMET CORP: Bank of America Agrees to Forbear Until Sept. 30
-------------------------------------------------------------
Isomet Corporation (Nasdaq: IOMT) has entered into a ninety day
forbearance agreement with Bank of America that extends the
repayment date of a $700,000 loan with the bank to September 30,
2002. The Company is in the process of seeking alternative
financing to repay this debt and to provide additional working
capital for operations.


J2 COMMS: Nasdaq SmallCap Market Affirms Delisting Decision
-----------------------------------------------------------
J2 Communications (OTC Bulletin Board: JTWO), owner of the
National Lampoon trademark, announced that NASDAQ had denied the
appeal of the delisting of the Company's common stock from the
Nasdaq SmallCap Market.  The Company's common stock trades on
the Over-the-Counter Bulletin Board.

On March 22, 2002, the Nasdaq Listing Qualifications Panel
notified the Company of its delisting determination.  The
Company requested the Nasdaq Listing and Hearing Review Council
to review the Panel's delisting determination.  On July 2, 2002,
the Council notified the Company that it had affirmed the
Panel's decision and on July 26, 2002 NASDAQ notified the
Company that the NASD Board had declined to call the Council's
decision for review.

The Company does not expect NASDAQ's determination to have any
impact on its day-to-day operations.

J2 Communications (OTC Bulletin Board: JTWO) owns National
Lampoon, one of the leading brands in comedy.  National Lampoon
is active in a broad array of entertainment activities,
including feature films, television programming, interactive
entertainment, home video, comedy audio CD's and book
publishing.


KAISER ALUMINUM: Retirees' Panel Taps Jaspan as Local Counsel
-------------------------------------------------------------
The Official Committee of Retired Employees, in the chapter 11
cases involving Kaiser Aluminum Corporation and its debtor-
affiliates, seeks to retain and employ Jaspan Schlesinger
Hoffman LLP as local counsel in these Chapter 11 cases, nunc pro
tunc to June 11, 2002.

Retiree Committee Chairperson John E. Daniel tells the Court
that Jaspan was chosen as counsel because of the firm's general
knowledge and experience in bankruptcy matters and local
practice and procedure in Delaware.  The Retiree Committee
believes Jaspan is well qualified and able to represent them
efficiently and effectively.

In connection with the firm's representation of the Retirees'
Committee, Jaspan will charge its standard hourly rates in
effect at the time the professional services are performed,
subject to Court approval.  Jaspan will also seek reimbursement
of actual, necessary expenses that it has incurred.

Jaspan's standard hourly rates are:

             partners & counsel    $315 - 410
             associates             170 - 315
             legal assistants       140

Frederick B. Rosner, Esq., whose hourly rate is $320, will lead
the firm's representation of the Retiree Committee.

Harold D. Jones, Esq., a member of the firm, assures the Court
that Jaspan holds or represents no interest adverse to the
Retirees' Committee, the Debtors, or the Debtors' estate.  The
firm is a "disinterested person" as that term is defined in
Sections 101(14) and 327(a) of the Bankruptcy Code. (Kaiser
Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   

DebtTraders says that Kaiser Aluminum & Chemicals' 12.75% bonds
due 2003 (KLU03USR1) are trading at 17 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KLU03USR1for  
real-time bond pricing.


KING PHARMACEUTICALS: Reports Improved Results for 2nd Quarter
--------------------------------------------------------------
King Pharmaceuticals, Inc. (NYSE: KG), announced that net
earnings equaled $77.1 million for the second quarter ending
June 30, 2002, an increase of 36% over the second quarter of
last year, excluding special charges.  For the six months ending
June 30, 2002, net earnings equaled $148.4 million, an increase
of 46% over the same period of 2001, excluding special charges.

Diluted earnings per share was $0.31 cents for the second
quarter of 2002, up 24% from $0.25 for the second quarter of
2001, excluding special charges. Diluted earnings per share
increased 36% to $0.60 for the six months ending June 30, 2002,
compared to $0.44 cents for the same period of 2001, excluding
special charges.

King recorded special charges totaling $18.7 million, net of
tax, during the second quarter ending June 30, 2002.  More
specifically, special charges during the second quarter 2002
included $27.9 million, or $17.6 million net of tax, for a
valuation allowance for Novavax, Inc. convertible notes held by
the Company.  Statement of Financial Accounting Standards No.
114, "Accounting by Creditors for Impairment of a Loan -- an
amendment of FASB Statements No. 5 and 15" requires that King
treat the Novavax convertible notes as an impaired loan solely
because of the recent significant decline in the share price of
Novavax common stock to levels below that established by King's
common stock conversion options associated with the convertible
notes. FAS 114 requires that the amount of the charge be
determined by reference to the quarter-end quoted market value
of the underlying collateral of Novavax common stock.  In
addition, the Company recorded a special charge in the
amount of $1.8 million, or $1.1 million net of tax, during the
quarter ending June 30, 2002, primarily related to the Company's
voluntary recall of Liqui-Char(R) and Therevac(R), two of King's
smaller products.  During the first quarter of the prior year,
King recorded special charges totaling $545 thousand, net of
tax, arising from the cumulative effect of a change in
accounting principle due to the adoption FAS 133, "Accounting
for Derivative Instruments and Hedging Activities".  Including
special charges, net earnings totaled $58.4 million and diluted
earnings per share equaled $0.24 for the second quarter ending
June 30, 2002, an increase of 3% and a decrease of 4%
respectively, in comparison to net earnings of $56.8 million and
diluted earnings per share of $0.25 during the second quarter of
the prior year. Including special charges, for the six months
ending June 30, 2002, net earnings totaled $129.7 million and
diluted earnings per share equaled $0.52, increases of 28% and
18% respectively, in comparison to earnings of $101.0 million
and diluted earnings per share of $0.44 for the same period of
the prior year.

On a cash basis, excluding special charges, diluted earnings per
share was $0.34 for the second quarter of 2002.  Including
special charges, diluted earnings per share on a cash basis was
$0.26 for the second quarter ending

June 30, 2002.  Cash basis earnings is defined as earnings
before amortization of intangible assets.

Revenues totaled $282.5 million for the second quarter ending
June 30, 2002, a 37% increase over the second quarter of 2001,
and $540.6 million for the six months ending June 30, 2002, a
39% increase over the same period of the prior year.

The increase in second quarter revenues and net earnings is
attributable primarily to the sales growth of certain of the
Company's branded pharmaceutical products, including, in
particular, Altace(R) (ramipril) and Levoxyl(R) (levothyroxine
sodium tablets, USP), the acquisition of three branded
pharmaceutical products, along with a fully paid license to a
fourth product, from Bristol-Myers Squibb Company in August
2001, and the acquisition of Ortho-Prefest(R)
(estradiol/norgestimate) tablets from Ortho-McNeil
Pharmaceutical in May 2002.  King's branded pharmaceutical
products are marketed primarily by its wholly owned
subsidiaries, Monarch Pharmaceuticals, Inc., and Jones Pharma
Incorporated.

Net revenue from branded pharmaceuticals, including royalty
income, totaled $272.3 million for the second quarter of 2002, a
36% increase over the second quarter of 2001.  For the second
quarter ending June 30, 2002, revenue from contract
manufacturing equaled $9.8 million, while remaining revenue,
comprised primarily of generic sales, totaled $0.4 million.

Altace(R) net sales grew to $110.4 million in the second quarter
of 2002, a 65% increase over the second quarter of 2001.  
Altace(R) new prescriptions totaled approximately 899,000 and
total prescriptions equaled approximately 2,607,000 during the
second quarter of 2002, increases of 46% and 56% respectively,
over the second quarter of 2001, according to IMS America
monthly prescription data.

Levoxyl(R) net sales equaled $39.8 million in the second quarter
of 2002, a 76% increase over the second quarter of 2001. Net
sales of Thrombin-JMI(R) (thrombin, topical, bovine, USP)
totaled $18.7 million in the second quarter of 2002, a 5%
increase from $17.8 million in the second quarter of the prior
year.

Royalty revenues from Adenoscan(R) (adenosine) and Adenocard(R)
(adenosine) totaled $14.5 million in the second quarter of 2002,
a 12% increase from $13.0 million in the second quarter of the
prior year.

Long-term debt equaled $347.6 million as of June 30, 2002,
primarily representing the principle amount of King's 2.75%
convertible debentures of $345 million.  As of June 30, 2002,
cash, cash equivalents, and marketable securities totaled $831.8
million.  Net cash provided by operating activities equaled
$64.5 million for the second quarter ending June 30, 2002.

King is revising its previously announced projected ranges for
estimated net sales of Altace(R), estimated total revenue, and
estimated diluted earnings per share, before any special
charges.

On May 14, 2002, King announced that the Company's Board of
Directors authorized a plan to repurchase up to 7.5 million
shares of King's common stock.

Application of the foregoing revised estimates for number of
shares outstanding does not result in any change in King's
previously announced projections for diluted earnings per share.

Jefferson J. Gregory, Chairman and Chief Executive Officer of
King, stated, "King continued the Company's record of solid
revenue and earnings growth during the second quarter of 2002.  
We are especially pleased with the continued prescription and
sales growth trends of our two largest products, Altace(R) and
Levoxyl(R).  Of particular significance is the sustained shift
in Altace(R) prescriptions to the 10mg dose, the same strength
administered to patients in the landmark HOPE trial that
resulted in the dramatic findings based on which the FDA
approved new indications for Altace(R).  Specifically, for the
three month period ending June 30, 2002, total prescriptions for
10mg Altace(R) increased 74% over the same period of the prior
year according to IMS America monthly prescription data."

Kyle P. Macione, President of King, added, "In May 2002,
Altace(R) became the leader in new prescription market share for
all ACE inhibitors among cardiologists in the United States
according to IMS America monthly prescription data.  
Prescription market share for Altace(R) among cardiologists
continues to grow at impressive rates and greatly exceeds the
prescription market share for Altace(R) among all physician
prescriber groups combined, which we believe provides a very
positive lead indicator of the potential growth of Altace(R).  
Furthermore, we believe Altace(R) is particularly well-
positioned for greater growth potential now that the two former
market leading ACE inhibitors in the United States as of the end
of June 2002 are experiencing generic substitution."

Mr. Macione further observed, "Total prescriptions for our
second largest product, Levoxyl(R), continued to achieve record
quarterly highs during the second quarter of 2002, according to
IMS America monthly prescription data. In order to maintain and
protect the long-term viability of this product, we have
submitted in excess of 20 patent applications relating to our
new formulation of Levoxyl(R).  Once issued, we believe these
patents should protect Levoxyl(R) from generic competition and
provide the product with long-term exclusivity."

Reviewing developments during the second quarter, Jefferson
Gregory commented, "In May 2002, King completed the acquisition
of Ortho-Prefest(R) tablets, a single tablet combination hormone
replacement therapy with an intermittent progestin
administration, together with a continuous administration of
estrogen.  We believe this product provides our Company with an
excellent growth opportunity based in part on the fact that the
progestin in Ortho-Prefest(R) tablets is unique among available
combination hormone replacement therapies and, in addition to
its intermittent administration, represents the lowest dose of
progestin in any such product.  These characteristics, combined
with the product's lipid and triglyceride level profile,
positively differentiate Ortho-Prefest(R) tablets from competing
therapies."  Mr. Gregory added, "We believe the market should
respond very favorably to the differentiating attributes of
Ortho-Prefest(R) tablets, which we plan to emphasize when we
begin promoting the product utilizing an expanded dedicated
women's health field sales force of approximately 100
representatives later this year.  The allocation of additional
sales representatives to this therapeutic area should well
position the Company to better leverage the significant growth
opportunities presented by Ortho-Prefest(R) and, upon approval,
Estrasorb(TM)."

King, headquartered in Bristol, Tennessee, is a vertically
integrated pharmaceutical company that manufactures, markets,
and sells primarily branded prescription pharmaceutical
products.  King, an S&P 500 Index company, seeks to capitalize
on opportunities in the pharmaceutical industry created by cost
containment initiatives and consolidation among large global
pharmaceutical companies.  King's strategy is to acquire branded
pharmaceutical products and to increase their sales by focused
promotion and marketing and through product life cycle
management.

As reported in Troubled Company Reporter's March 18, 2002,
edition, Standard & Poor's assigned a BB+ rating to King's $400
million bank facilities.


LTV CORP: Court OKs Uniform Bidding Protocol for Copperweld Sale
----------------------------------------------------------------
Judge Bodoh granted The LTV Corporation and its debtor-
affiliates the approval to (i) establish bidding procedures for
the sale of the assets of the Metal Fabrication Business of
Copperweld, (ii) approve certain bid protections in that
connection, and (iii) approve the form and manner of notice of
the asset sale procedures.

As previously reported, the Copperweld assets are owned
primarily by LTV, LTV Steel, Copperweld Corporation and its
subsidiaries, Georgia Tubing Corporation, and certain non-debtor
affiliates.  The assets being sold comprise the business
facilities and related assets of the Metal Fabrication Business
and, following completion of this sale, constitute the primary
remaining operating assets of the Debtors' estates.  The Debtors
assured Judge Bodoh they have carefully evaluated the
appropriate treatment of the assets in these cases.  Based on
this evaluation, the Debtors have determined that completing a
going concern sale of some or all of the Assets may provide the
best mechanism to maximize the value of these Assets for the
benefit of the Debtors' estates and creditors. Moreover, to
assist in developing an overall strategy for the completion of
these cases, the Debtors believe that it would be beneficial to
complete any sale of the Assets by the conclusion of the APP
Period or shortly thereafter.

On or before July 31, 2002, or a later date as may be
established by LTV Copperweld in its discretion after
consultation with the Creditors, and in conjunction with the Bid
Negotiations, LTV Copperweld, in consultation with its financial
and legal advisors and the Creditors, will:

       (a) review each Qualified Bid (as they may be modified
           from time to time in connection with the Bid
           Negotiations) on the basis of financial and
           contractual terms and such factors relevant to the
           sale process, including those factors affecting the
           speed and certainty of consummating the proposed
           sale;

       (b) in LTV Copperweld's discretion, negotiate and
           identify the highest and best bid for the applicable
           Business or Businesses); and

       (c) file a notice with the Court identifying the name of
           the maker of the Successful Bid for the applicable
           Assets, and the amount and other material terms of
           the Successful Bid. The Successful Bid Notice also
           will be served on the parties identified on the
           General Service List maintained in these cases and
           all Qualified Bidders.  Separate Successful Bids may
           be designated for separate Businesses, in which case
           a separate Successful Bid Notice will be prepared for
           each Successful Bid. (LTV Bankruptcy News, Issue No.
           33; Bankruptcy Creditors' Service, Inc., 609/392-
           00900)


LAIDLAW: Executes Definite Pact to Settle Bondholder Litigation
---------------------------------------------------------------
Laidlaw Inc., has issued its audited results for the fiscal year
ended August 31, 2001. The audited financial statements,
together with the Company's Annual Information Form, have been
posted on the Company's Web site -- http://www.laidlaw.com--  
and are being filed with the applicable regulatory authorities
in the U.S. and Canada.

Laidlaw also announced that a definitive settlement agreement
had been executed to settle the federal securities class action
litigation, In re Laidlaw Bondholders Litigation. An agreement
in principle was previously announced on January 9, 2002. The
definitive settlement agreement is subject to the approval of
the United States District Court for the District of South
Carolina, as well as the approval of the Bankruptcy Court for
the Western District of New York in which the chapter 11 case of
Laidlaw is pending and the court in Canada that is presiding
over Laidlaw's reorganization. In addition, certain aspects of
the settlement are subject to the confirmation of a satisfactory
plan of reorganization for Laidlaw. If the settlement of the
bondholder actions receives the required judicial approvals and
is implemented, the plaintiff bondholder classes would be paid
$42.875 million and the bankruptcy estate of Laidlaw would
receive $12.5 million. The settlement would resolve certain
claims between and among the Company, the plaintiff bondholder
class, the underwriters and indenture trustee for the Company's
bonds, PricewaterhouseCoopers-Canada, PricewaterhouseCoopers-
U.S. and certain former and current officers and directors of
the Company.

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

Consistent with its January 2002 announcement, in accordance
with OSC Policy 57-603, Laidlaw will continue to abide by the
provisions of the alternate information guidelines until it has
satisfied its financial statement filing requirements by making
required filings with the relevant securities regulatory
authorities throughout the period in which it is not in
compliance with such requirements. Laidlaw currently expects to
release its results for the quarters ended November 30, 2001,
February 28, 2002 and May 31, 2002 in August.

Laidlaw Inc., is a holding company for North America's largest
providers of school and inter-city bus transportation, municipal
and paratransit bus transportation, healthcare transportation
and emergency management services.


MCMS INC: Wants to Use Additional $330,000 of Cash Collateral
-------------------------------------------------------------
MCMS, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to allow them to use
additional cash collateral within the meaning of section 363 of
the Bankruptcy Code and grant adequate protection to the Lender.  
Specifically, the Debtors ask to use Lehman's Cash Collateral of
up to $330,000 in accordance with a strict budget.

The Debtors relate to the Court that they have a present need to
fund their operations and expenditures, including payroll,
office space overhead and legal fees, in order to complete
preference analyses, liquidate inventory, collect accounts
receivable and otherwise administer remaining assets.  The
Debtors believe that their ability to make these expenditures is
necessary to realize the full value of the estates' assets.

Absent continued authority to use the additional Cash
Collateral, the Debtors will soon be without working capital to
fund operations.

MCMS, Inc., a global leading provider of advanced electronics
manufacturing services to original equipment manufacturers filed
for Chapter 11 protection on September 18, 2001. Eric D.
Schwartz, Esq., and Donna L. Harris, Esq., at Morris, Nichols,
Arsht & Tunnell represent the Debtors in their restructuring
efforts.  When the company filed for protection from its
creditors, it listed $173,406,000 in assets and $343,511,000 in
debt.


MATLACK SYSTEMS: Gets 6th Exclusivity Extension through Aug. 23
--------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Delaware, Matlack Systems, Inc., and its debtor-affiliates
obtained a sixth extension of their exclusive periods.  The
Court gives the Debtors, until August 23, 2002, the exclusive
right to file their plan of reorganization and until October 25,
2002 to solicit acceptances of that Plan.

Matlack Systems, Inc., North America's No. 3 tank truck company,
provides liquid and dry bulk transportation, primarily for the
chemicals industry.  The company filed for chapter 11 protection
on March 29, 2001 and is represented by Richard Scott Cobb,
Esq., at Klett Rooney Lieber & Schorling.  Matlack's 8Q Report,
filed with the Securities and Exchange Commission on June 3,
200, lists assets of $40,030,168 and liabilities of $85,211,346.


NATIONAL STEEL: Inks Insurance Finance Agreement with AFCO
----------------------------------------------------------
Pursuant to Section 364(c)(2) of the Bankruptcy Code, National
Steel Corporation and its debtor-affiliates seek the Court's
authority to enter into a Premium Financing Agreement with AFCO
Credit Corporation, wherein AFCO will finance National Steel's
insurance property premiums.

Mark P. Naughton, Esq., at Piper Marbury Rudnick & Wolfe, in
Chicago, Illinois, relates that the Debtors need to maintain
various insurance policies consisting primarily of general
property coverage.  Some of these policies have to be replaced,
which require payment, by July 30, 2002.  The policies' total
annual premium is $8,809,998.

Under the circumstances, Mr. Naughton explains, it is in the
Debtors' best interest to finance a portion of the premium
payments.  Specifically, the Debtors seek to finance $6,256,838
of the premium payments.  AFCO offers a 3.87% annual percentage
rate charge, which, the Debtors believe, is commercially
reasonable, to finance the policy premium payments.

Mr. Naughton reports that the Debtors have been unable to locate
any source of unsecured financing for the premiums with terms
that are as advantageous as those offered by AFCO.  "The Debtors
also tried but failed to obtain unsecured credit allowable under
the Bankruptcy Code to finance the payments of the premiums,"
Mr. Naughton adds.

The Premium Finance Agreement grants AFCO a security interest in
the gross unearned premiums that would be payable in the event
of the policies' cancellation.  It further authorizes AFCO to
cancel the financed insurance policies and obtain the return of
any unearned premiums in the event of a default in the payment
of any installment due. (National Steel Bankruptcy News, Issue
No. 12; Bankruptcy Creditors' Service, Inc., 609/392-0900)


NORTHERN GAS: S&P Places B+ Rating on CreditWatch Positive
----------------------------------------------------------
Standard & Poor's Ratings Services placed the single-'B'-plus
ratings on Omaha, Nebraska-based Northern Natural Gas Co., on
CreditWatch with positive implications, and removed them from
CreditWatch with negative implications. Northern Natural is a
16,000 mile pipeline system that delivers gas in Minnesota and
parts of Iowa, Wisconsin, Michigan, and South Dakota, and has
about $950 million in outstanding debt.

"The action reflects the announcement that parent company Dynegy
Inc. has agreed to sell Northern Natural to MidAmerican Energy
Holdings Co.," noted Standard & Poor's credit analyst John
Kennedy. "Standard & Poor's expects that the ratings of Northern
Natural will be in line with the higher credit ratings of
MidAmerican Energy, on successful completion of the
transaction," he continued.

The above-average business profile on Northern Natural reflects
the moderate amount of direct pipeline competition that the
company faces in its service area. The upper Midwest is a
particularly cold region that uses a lot of natural gas, and
Northern Natural's customers (mainly gas utilities and
municipalities) have few options. Thus, the pipeline is in a
strong position to maintain existing sales and garner any new
load. Throughput growth has been modest. Although there is some
ongoing recontracting risk as firm transportation service
contracts expire, many customers have no other options other
than Northern Natural. Competition for at-risk capacity is
stiff, given the excess pipe capacity available on the other
Midwest pipelines and the new pipeline construction in the
Midwest. Northern Natural's cost structure is very competitive.


NOVUS COMMS: Will Seek Time Extension to Propose CCAA Plan
----------------------------------------------------------
The Board of Directors of Mercury Scheduling Systems Inc. (TSX
Venture Exchange: MRY) has agreed to acquire Novus
Communications Inc., as a wholly owned subsidiary, subject to
specified terms and conditions.  

Novus is an established cable TV and high-speed Internet
provider with an advanced fiber optic network in Vancouver.

Mercury and Novus have agreed upon terms of a proposed business
combination to be completed by way of a proposal and arrangement
under the provisions of the Companies' Creditors Arrangement
Act.  

Novus filed for creditor protection under the CCAA in December
2001 and has until today, July 31, 2002, to make a proposal of
arrangement to its creditors. Novus will be seeking an extension
from the Court this week in which to make a proposal of
arrangement to its creditors.

The Novus network, specifically designed to carry high speed,
high capacity voice, video and data services, involves a 34
kilometre-long back bone of 432 strand fibre. This is currently
used to service Novus' current residential base of 4,200
downtown customers in 60 buildings. Novus is on track to more
than double the expanse of its network by the end of 2002, when
it will extend from the UBC Endowment Lands to Burnaby Mountain.  

Fibre optic networks provide state-of-the-art bandwidth,
carrying more information than conventional cable and ADSL
systems, at higher speeds. Novus connects fibre directly to the
customer's building, thus avoiding the distance limitations and
shared bandwidth issues affecting high speed ADSL, cable, and
satellite service providers. As a result, Novus' Internet
service is 8 to 15 times faster than cable or ADSL. In cable TV,
Novus' greater bandwidth and faster speeds mean superior picture
and sound quality.  

Novus is governed by the Telecommunications Act and has been
granted a Class 1 license by the Canadian Radio-television
Communications Commission to carry on a cable distribution
undertaking serving the Greater Vancouver Regional District.
This Class 1 license enables Novus to compete with Shaw
Communications in the GVRD.

Mercury CEO Graham Whitmarsh: "Novus' fibre backbone puts us in
a competitive advantage over the incumbent cable provider for
both cable and Internet services in the high-density areas of
the GVRD. The technology enables the delivery of more services,
and higher quality services, at a lower cost to high-density
dwellers - and Vancouver has some of the highest density
residential areas in North America."

Mercury will continue Novus' deployment strategy, focusing on
large Vancouver condominiums and apartment complexes. Says Mr.
Whitmarsh, "We look forward to expanding Novus' currently small
but highly satisfied customer base: we believe that many more
consumers are ready to switch to Novus."

In order to comply with the regulations under the
Telecommunications Act limiting the foreign control of
telecommunications companies in Canada, it is proposed that the
share structure of Mercury will be amended to consist of 2
classes of shares. The holders of the Class A Mercury Shares
will be entitled to vote for the majority of directors of
Mercury. The holders of the Class B Mercury Shares will have
limited voting rights in that they will only be entitled to vote
for the minority number of directors. Mercury will apply to the
TSX Venture Exchange to list the Class B Mercury Shares in place
of the common shares of Mercury which are currently listed.

The current shareholders of Mercury will receive Class B Mercury
Shares on the basis of one Class B Mercury Share for every 2
common shares presently held by them. The Novus shareholders
will receive one Class A Mercury Share for every 7.2 Class A
shares of Novus and one Class B Mercury Share for every 7.2
Class B shares of Novus held by them. The Novus Shareholders
will be subject to certain performance based escrow provisions
in addition to those imposed by the Exchange.

As a result of this acquisition, the current shareholders of
Mercury will hold 13,348,882 Class B Mercury Shares and the
current shareholders of Novus will hold 2,437,778 Class B
Mercury Shares (with the possibility of receiving up to 944,211
additional Class B Mercury Shares as detailed below) and 22,333
Class A Mercury Shares.  

The parties are currently examining an alternative share
structure to the 2 classes of Mercury shares to determine if a
single class of common shares will satisfy the foreign control
concerns of the CRTC, failing which the current board of
directors of Mercury will undertake a private placement to
purchase Class A Mercury Shares on behalf of existing Mercury
Shareholders.  If such alternative is in fact viable then each
of the Mercury and Novus shareholders will receive one of the
new common shares of Mercury and the private placement of the
Class A Mercury Shares to the directors will not be necessary.

Concurrent with closing of the acquisition, Mercury also intends
to complete a private placement of Class B Mercury Shares for
proceeds of $1,000,000. These proceeds together with cash on
hand (which is presently approximately $2,200,000) will be used
to facilitate completion of the CCAA proposal by Novus and
implementation of its business plan.

The CCAA proposal by Novus requires approval by the various
creditors of Novus and includes: a secured creditor receiving
cash in the amount of $2,343,500, other secured creditors
receiving $4,640,000 in senior unsecured notes due in 5 years
and unsecured creditors receiving a maximum of 3,001,354 shares.
This debt settlement includes a disputed amount and if the
dispute is settled in Novus' favour, additional Class B Mercury
Shares will be issued to the Novus shareholders to a maximum of
944,211 Class B Mercury Shares.

The Board of Directors of Mercury after completion of this
acquisition will be increased to 5 and will consist of the 3
current Mercury directors plus the 2 current directors of Novus,
Donna Robertson and George Burnes.

The proposed acquisition is subject to a number of conditions
precedent, including, among other things, satisfactory due
diligence by each party to be completed by August 23, 2002.  On
or prior to the closing of the acquisition, various approvals
are required including Exchange, CRTC and Court approvals,
approval of the CCAA proposal by the Novus stakeholders, and
approval by the shareholders of Mercury. The transaction will
result, if completed, in a change of business.

Mercury's decision to acquire Novus is part of a long-term
strategy that includes growth through acquisition and expansion
into complementary businesses that will broaden its
opportunities and protect its investment in the scheduling
software business. "Novus has experienced many of the same
challenges as other companies involved in fibre optics,"
concludes Mr. Whitmarsh. "But the technology has enormous
potential to consumers, and Novus has already invested
significantly to establish itself. We are pleased to take up the
opportunity to build on its established infrastructure."


OWENS CORNING: Asks Court to Approve Florida Plant Redevelopment
----------------------------------------------------------------
Owens Corning and its debtor-affiliates ask the Court to approve
its execution of a postpetition redevelopment agreement with
Jacksonville City and the Jacksonville Economic Development
Commission.

The agreement will provide the Debtors with an economic
development grant to be used for the expansion and the addition
of industrial machinery and equipment of the Debtors' roofing
shingles plant in Jacksonville, Florida.

According to J. Kate Stickles, Esq., at Saul Ewing LLP, in
Wilmington, Delaware, the Debtors have entered into similar
agreements under ordinary business circumstances.  Jacksonville
City and the JEDC, however, specifically asked for the Court's
approval before consummating the agreement.

The grant stipulated in the agreement will be provided on an
annual basis for 10 years and will be equal to a percentage of
the incremental increase in municipal and county ad valorem
taxes paid on the personal property at the plant site, up to
$310,000. The agreement also requires the Debtors to pour a
$10,000,000 private capital investment and to create 25 full-
time equivalent jobs as a result of plant improvements.

Ms. Stickles asserts that the redevelopment agreement should be
approved because it meets the Court's four criteria in
determining if sound business judgment was exercised in a
debtor's transaction:

a. whether a sound business reason exists for the proposed
   transaction;

b. whether fair and reasonable consideration is provided;

c. whether the transaction has been proposed and negotiated in
   good faith; and

d. whether adequate and reasonable notice is provided.

Ms. Stickles articulates that the expansion and modification of
the Jacksonville plant will allow Owens Corning to broaden its
product line to include architectural-style roofing shingles.
The grant would enable the Debtors to make beneficial changes
and additions to the plant at a reduced cost, thus reducing
expenditures.  The agreement is also expected to generate
goodwill and enhance public relations for the Debtors -- with a
significant capital investment in the Jacksonville, Florida
area, the creation of new jobs, and the promotion of community
development and growth there.

Ms. Stickles assures the Court the agreement is the product of
an arm's-length and good faith negotiations among Owens Corning,
Jacksonville City and the JEDC. (Owens Corning Bankruptcy News,
Issue No. 35; Bankruptcy Creditors' Service, Inc., 609/392-0900)   

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


OXIS INT'L: Taps Williams & Webster as New Independent Auditors
---------------------------------------------------------------
Effective July 15, 2002, OXIS International, Inc., dismissed its
prior independent accountant, King Griffin & Adamson P.C.  As
part of OXIS' ongoing efforts to reduce expenses, the Audit
Committee of the Board of Directors recommended to the full
Board that OXIS make a further change in accountants in order to
establish a relationship with principal accountants in closer
proximity to Portland, Oregon. The Board of Directors accepted
the recommendation. OXIS previously reported to the Securities
and Exchange Commission on January 18, 2002, a change in its
principal accountants, from Deloitte & Touche LLP to KGA
effective for the fiscal year ending December 31, 2001.  

KGA's independent auditors' report dated February 22, 2002, on
OXIS' consolidated financial statements for the year ended
December 31, 2001, and Deloitte's independent auditor's report
dated March 1, 2001, on OXIS' consolidated financial statements
for the year ended December 31, 2000, contained an explanatory
paragraph relating to OXIS' ability to continue as a going
concern.   

Effective July 15, 2002, OXIS engaged Williams & Webster, P.S.
as its principal accountant to audit the OXIS financial
statements.


PACIFIC GAS: Seeks Okay to Use Cash Collateral for Assurances
-------------------------------------------------------------
Pacific Gas and Electric Company seeks the Court's authority to
use cash collateral within the meaning of Section 363 of the
Bankruptcy Code to provide financial assurances as may be
necessary over the next 12 months for compliance with state and
federal laws and regulations. Specifically, PG&E wants to use:

    (a) $24,000,000 for construction projects commenced in 2002,
        as necessary to comply with California Civil Code,

    (b) $30,000,000 in connection with environmental obligations
        over the next 12 months, and

    (c) $10,000,000 for miscellaneous financial assurance
        arrangements.

The financial assurances may be in the form of performance
bonds, letters of credit, and escrow or trust accounts.

PG&E explains that it needs authority to use $24,000,000
because:

    (1) it is involved in construction projects in the ordinary
        course of business, and

    (2) a new California law requires it to provide security for
        payment to its outside contractors.

Under California Civil Code Section 3110.5, an owner who
contracts for private construction work upon real property is
required to provide security for payment to the contractor if
the amount for the work exceeds $5,000,000 (if the owner's
interest is a fee simple interest) or $1,000,000 (if the owner's
interest is less than a fee simple interest).  The law requires
25% collateral of the total contract if the contract is to be
substantially completed within six months of work, or 15% of the
total contract amount in all other cases.

PG&E also needs $30,000,000 as financial assurances for
liability associated with closure remediation, post-closure
monitoring and maintenance, and third-party compensation.  PG&E
used to self-insure these liabilities.  Because PG&E is
currently unable to meet the state requirements for self-
insurance, it is required to either provide escrow or trust
accounts, letters of credit or bonds as assurance.

Finally, PG&E anticipates that it will need to provide
additional financial assurances in cash deposits for a variety
of different purposes.  PG&E, from time to time, is required to
provide financial assurances to various local, state and federal
agencies in connection with the ordinary course of its business.  
Where PG&E previously provided assurances in the form of
performance bonds, it no longer has the ability to obtain these
bonds on an unsecured basis.  In each instance, PG&E has
determined that it will be required to post cash collateral for
the required financial assurance arrangements either to the
bonding company, the letter of credit issuer, an escrow or trust
account, or the direct beneficiary of the financial assurance
arrangement.  All in all, PG&E estimates $10,000,000 is needed
for miscellaneous financial assurance arrangements.  PG&E
intends to use cash escrow accounts or trust funds for these
obligations whenever possible. PG&E believes that escrow
accounts and trust funds represent the most cost-effective and
readily available method for providing the necessary financial
assurances. (Pacific Gas Bankruptcy News, Issue No. 40;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


PINNACLE TOWERS: Gets Approval to Appoint Donlin as Claims Agent
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave its stamp of approval to Pinnacle Towers III Inc. and its
debtor-affiliates' application to appoint Donlin, Recano & Co.,
Inc., as the official claims, noticing and balloting agent in
the Company's on-going chapter 11 cases.

Donlin Recano is expected to:

     i) serve as the Court's notice agent to mail notices to the
        estates' creditors and parties-in-interest;

    ii) provide computerized claims, objection and balloting
        database services;

   iii) provide expertise and consultation and assistance in
        claim and ballot processing and with other
        administrative information in these cases; and

    iv) tabulate the ballots received.

The Debtors will pay Donlin Recano's fees and expenses (the
specific rates are not disclosed) upon submission of monthly
invoices summarizing the services for which compensation is
sought.

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: Committee Has Until Monday to Challenge Liens
------------------------------------------------------------
For the fifth time, the Prepetition Agent and the Official
Committee of Unsecured Creditors of Polaroid Corporation and its
debtor-affiliates, agree to further extend the time to file an
adversary proceeding or contested matter challenging the
validity, enforceability, priority or extent of the Pre-petition
Agent's or the Pre-petition Secured Lenders' liens on the
Debtors' real properties commonly known as the Principal
Properties in New Bedford and Waltham, Massachusetts.  The
deadline is extended to August 5, 2002. (Polaroid Bankruptcy
News, Issue No. 20; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


POPE & TALBOT: Will Pay Third Quarter Dividend on August 20
-----------------------------------------------------------
Pope & Talbot, Inc., (NYSE: POP) announced a third quarter
dividend payment of 15 cents per share, payable on August 20,
2002, to common stockholders of record August 9, 2002, according
to Michael Flannery, Chairman and Chief Executive Officer.

Pope and Talbot, Inc., is a publicly held, Portland, Oregon-
based pulp and wood products company traded on the New York and
Pacific Stock Exchanges under the symbol POP.
    
Pope & Talbot was founded in 1849 and produces market pulp and
softwood lumber at mills in the U.S. and Canada.  Markets for
the Company's products include the U.S., Europe, Canada, South
America, Japan and the other Pacific Rim countries.  For more
information on Pope & Talbot, please see the Web site:
http://www.poptal.com.

                         *   *   *

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

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


PREDICTIVE SYSTEMS: Has Until Oct. 23 to Meet Nasdaq Guidelines
---------------------------------------------------------------
Predictive Systems (Nasdaq: PRDS), a leading network
infrastructure and security consulting firm, received a Nasdaq
determination notice indicating that the staff has initiated a
review of the company's eligibility for continued listing on The
Nasdaq National Stock Market due to the company's noncompliance
with Nasdaq's minimum bid price of $1.00 a share over the
preceding 30 consecutive trading days.

Nasdaq's Marketplace Rule 4450(e)(2) provides Predictive Systems
with 90 calendar days, or until October 23, 2002, to regain
compliance with this requirement. If compliance with this Rule
cannot be demonstrated within that timeframe, Nasdaq may provide
written notification that Predictive Systems' securities are
subject to delisting. Under Nasdaq rules, Predictive Systems has
the right to appeal any staff delisting determination to the
Nasdaq Listings Qualifications Panel.

In addition, Predictive Systems announced that Braden R. Kelly,
a Partner at General Atlantic Partners, has resigned from
Predictive Systems' Board of Directors. "Braden has been a
valued contributor to our Board and he will be missed," said
Andy Zimmerman, CEO of Predictive Systems.

"In spite of difficult market conditions, Predictive continues
to be well positioned to deliver high quality services to its
customers and General Atlantic continues to be an active
shareholder committed to the success of the company," stated
Peter L. Bloom, Partner, General Atlantic Partners, who will
continue to serve on Predictive Systems' Board.

Predictive Systems, Inc., (NASDAQ: PRDS) is a leading consulting
firm focused on building, optimizing, and securing high-
performance infrastructures to increase operational efficiency,
mitigate risk, and empower the business initiatives of Fortune
1000 companies, federal government agencies, and state and local
governments. The firm's Global Integrity Services unit provides
professional information security consulting and managed
security services to protect the critical assets of its clients.
Predictive Systems' BusinessFirst(TM) approach maps technology
solutions to business goals, and delivers measurable results.
Headquartered in New York City, Predictive Systems has regional
offices throughout the United States. Internationally, it has
offices in Germany, the Netherlands, and the UK. For additional
information, please contact Predictive Systems at 800-770-4958
or visit http://www.predictive.com


REGENCY GROUP: NY Court Fixes January 1 SIPA Claims Deadlines
-------------------------------------------------------------
Pursuant to the Securities Investor Protection Act, the
Honorable Milton Pollack of the U.S. Bankruptcy Court for the
Southern District of New York appointed the Securities Investor
Protection Company (SIPC) as Trustee to the SIPA Liquidation of
the business of The Regency Group, Inc.

Shearman and Sterling was appointed to serve as Counsel to the
Trustees.

Claims for protection as a customer of the Debtor under SIPA
must be received by the Trustee.  Claims by Broker-Dealers for
the completion of open contracts must be filed before August 30,
2002. All other creditors of the Debtor must file proofs of
claim before January 1, 2003.  Claims will be deemed timely-
filed only when received by:

      SIPC, as Trustee for the Liquidation of The
         Regency Group, Inc.
      P.O. Box 900
      Midtown Station
      New York, New York 10018

Claim forms have been mailed to each person who appears to have
an open account with the Debtor within the past twelve months,
as each Investor's name and address appears on the Debtor's
books and records. Investors who did not receive such forms may
obtain them by writing to the trustee at the above-mentioned
address or from the following Web site: http://www.sipc.org  
under Proceedings/Liquidations.


SCIENTIFIC GAMES: S&P Raises Corporate Credit Rating to BB-
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
and senior secured debt ratings for Scientific Games Corp. to
double-'B'-minus from single-'B'-plus and its subordinated debt
rating to single-'B' from single-'B'-minus. In addition,
Standard & Poor's removed the ratings from CreditWatch, where
they were placed on April 22, 2002.

New York City-headquartered Scientific Games Corp. is the
leading supplier of instant tickets, systems and services to
lotteries and the leading supplier of wagering systems and
services to pari-mutuel operators. It had total debt outstanding
at June 30, 2002, of approximately $430 million. The outlook is
stable.

The upgrade followed the company's announcement that results for
the fiscal second quarter, ended June 30, 2002, showed continued
improved operating performance. In addition, the company plans
to use net proceeds of approximately $100 million from a recent
equity offering to repurchase the 12.5% senior subordinated
notes outstanding, which will significantly improve credit
measures and increase financial flexibility and liquidity.

"Ratings stability reflects the expectation that the company
will maintain its leading market positions and that its solid
financial profile provides financial flexibility to pursue new
contracts and to seek out other strategic acquisitions," said
Standard & Poor's credit analyst Michael Scerbo.

Scientific Games is also a licensed pari-mutuel gaming operator
in Connecticut and the Netherlands. In addition, the company is
a major supplier of prepaid phone cards to telephone companies.
The company's pari-mutuel gaming and instant-ticket lottery
business are leaders in their respective industries with market
shares of about 65% and 68%, respectively.


SENSE TECHNOLOGIES: Nasdaq Council Affirms Delisting Decision
-------------------------------------------------------------
Sense Technologies Inc. (OTC Bulletin Board: SNSG), announced
that the Nasdaq Listing and Hearing Review Council affirmed the
Nasdaq Listing Qualification's Panel's earlier decision to
delist the Company's securities from the Nasdaq Small Cap
Market.  The Company disagrees with the Council's decision and
maintains that a viable compliance plan was presented to the
Council in April and again in June.  As a result of this
decision, the Company will not meet the conditions of
subscription agreements for $4.0 million of new equity capital.  
The company is continuing discussions with several potential
equity investors capable of funding operations indefinitely.

"Despite this temporary setback, Sense Technologies continues to
attract new customers and investors, because its product, the
Guardian Alert(R) Doppler Awareness System, is the best in class
device available in the rapidly growing vehicular rear warning
industry," said Jim Cotter, President of Sense Technologies.

The company holds exclusive patents on an automotive Doppler
radar system that alerts drivers to potential hazards while
backing.  The Guardian Alert(R) Doppler Awareness System has a
sensor that mounts at the rear of a vehicle and a warning
indicator inside the vehicle.  The system is maintenance free
and can detect objects behind a backing vehicle in all weather
and lighting conditions.  The product can be fitted on existing
vehicles as well as new cars and trucks.  Thousands of Guardian
Alert systems are in use on commercial fleets and passenger
vehicles today.


SOLECTRON: Cuts Debt-to-Capitalization Ratio after Tender Offer
---------------------------------------------------------------
Solectron Corporation (NYSE: SLR), a leading provider of
electronics manufacturing and supply-chain management services,
reduced its debt-to-capitalization ratio to 35 percent from 40
percent as a result of its successful tender offer to purchase
$919 million of debt on its balance sheet ($1.5 billion
principal amount at maturity). As adjusted to consider the
effective future conversion into equity of the $1.1 billion of
Adjustable Conversion-Rate Equity Securities(TM) issued by the
company in the second quarter of fiscal 2002, the debt-to-
capitalization ratio would be 26 percent.

The tender offer, completed last week, lowered the company's
total debt by $919 million from $4.9 billion at May 31, 2002, to
$4 billion presently. The tender offer, which targeted a portion
of the company's 2.75 percent Liquid Yield Option Notes(TM)
(LYONs) due 2020 and issued in May 2000, is the latest in a
series of capital structure improvements made in fiscal 2002.

During this fiscal year, Solectron has:

     -- Reduced its total debt by $1.4 billion. In addition, the
company used the proceeds of $1.1 billion in ACES and $500
million in senior notes due 2009 to repurchase $1.6 billion in
outstanding debt. The ACES are effectively convertible into
equity in November 2004. These activities reduced the company's
total debt and effectively extended the average maturity of the
remaining debt obligations.

     -- Generated $2 billion in cash from operations over the
first three quarters of the fiscal year, and consistently
maintained a cash balance solidly in excess of $2 billion. The
company's cash balance was $3.2 billion at May 31, and on a pro
forma basis, adjusted for the completion of the tender offer,
was $2.3 billion.

     -- Lowered its debt-to-capitalization ratio from 51 percent
three quarters ago to 35 percent as of May 31, 2002. Adjusting
for the expected effective conversion of 100 percent of the ACES
debt into equity, the company's adjusted debt-to-capitalization
ratio would be 26 percent. The debt-to-capitalization ratio is
calculated by dividing total debt by total debt plus
stockholders' equity.

     -- Further improved its liquidity by replacing its $100
million corporate revolving credit facility with $500 million in
corporate revolving credit facilities, which are currently not
drawn upon. The company has no intention of using them in the
foreseeable future.  

"We have made significant progress this year, despite the
overall economic conditions. Our balance sheet is strong, we are
winning new business and we believe we are taking the steps
necessary for Solectron to generate profitable growth and value
for our shareholders," said Koichi Nishimura, Solectron
chairman, president and chief executive officer.

Kiran Patel, executive vice president and chief financial
officer, said: "We understand the concerns among investors and
lenders regarding liquidity throughout the electronics industry.
We have worked very hard to restructure our balance sheet and
ensure that we have the liquidity and flexibility required to
meet our business needs, and we believe our capital structure
and covenants reflect that."

Solectron -- http://www.solectron.com-- provides a full range  
of global manufacturing and supply-chain management services to
the world's premier high-tech electronics companies. Solectron's
offerings include new-product design and introduction services,
materials management, high-tech product manufacturing, and
product warranty and end-of-life support. Solectron, based in
Milpitas, Calif., is the first two-time winner of the Malcolm
Baldrige National Quality Award.

                         *    *    *

As reported in Troubled Company Reporter's March 27, 2002
edition, Fitch Ratings lowered Solectron Corporation's
ratings as follows: senior bank credit facility from 'BBB-' to
'BB', senior unsecured debt from 'BBB-' to 'BB', and the
Adjustable Conversion Rate Equity Security Units from 'BB+' to
'B+'. The Rating Outlook remains Negative.

The downgrades reflect the prolonged, significant reduction in
demand from Solectron's customers, which continues to weaken
operational performance and credit protection measures. In
addition, with the delay in new business as customers defer
ramping new projects in the face of continuing weak end-markets,
Fitch believes any sustainable recovery will not materialize in
2002. The ratings also consider Solectron's top-tier position in
the electronic manufacturing services (EMS) industry, diversity
of end-markets and geographies, recent improvements in its
capital structure, solid cash position, and recent working
capital improvements albeit in an industry downturn. The
Negative Rating Outlook indicates that if adverse market
conditions persist, outsourcing contracts do not materialize
from new customers, the company makes significant cash
acquisitions, or if it is unsuccessful in execution of planned
cost reductions the ratings may continue to be negatively
impacted.


SPEEDUS CORP: Evaluating Alternatives to Maintain Nasdaq Listing
----------------------------------------------------------------
Speedus Corp. (Nasdaq: SPDE), received notice from Nasdaq
informing the Company that it will have ninety days, or until
October 15, 2002, to regain compliance with Marketplace Rule
4450(a)(5), which requires listed companies to maintain a
closing bid price equal to or greater than $1.00. If at any time
within the ninety days the closing bid price of the Company's
Common Stock is equal to or greater than $1.00 for a minimum of
ten consecutive trading days, the Company will have complied
with the minimum bid requirement. If the Company is unable to
demonstrate compliance with the $1.00 minimum bid requirement by
October 15, 2002, Nasdaq will notify the Company that its Common
Stock will be delisted from the Nasdaq National Market. At that
time, the Company may appeal the decision to a Nasdaq Listing
Qualifications Panel.

The Company is considering all of its alternatives in order to
maintain a listing on Nasdaq.

At the Company's recent annual meeting, stockholders approved a
proposal authorizing the Company's Board of Directors to effect
a reverse stock split of all the issued and outstanding shares,
as well as treasury shares, of the Company's Common Stock at a
ratio not to exceed one-for-six if necessary to continue the
Company's listing on the Nasdaq National Market.

In addition, under newly issued rules implemented on a pilot
basis until December 31, 2003, the Company could apply for
transfer to the Nasdaq SmallCap Market by October 15, 2002. If
Nasdaq approves the transfer, under these rules the Company
would then have until January 13, 2003, subject to further
extension until July 14, 2003 under certain conditions, to
regain compliance. During this period, the Company would also
have the ability to transfer back to the Nasdaq National Market
if it maintained a closing bid price equal to or greater than
$1.00 for 30 consecutive trading days and maintained compliance
with all other continued listing requirements on that market.

Information on Speedus Corp., and its services is available at
http://www.speedus.comor by calling 718-567-4300.


STATION HOLDING: Court Fixes August 27, 2002 as Claims Bar Date
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware fixes
August 27, 2002, 4:00 p.m. Eastern Time, as the Claims Bar Date
by which prepetition creditors of Stations Holding Company,
Inc., must file their proofs of claims or forever be barred from
asserting that claim.

Governmental Claims are due on November 30, 2002, at 4:00 p.m.
Eastern Time.

All holders of 11.5% Senior Exchangeable Preferred Stock and all
holders of Junior Discount Preferred Stock due July 1, 2008 are
required to file a separate Proof of Interest form for each
Preferred Interest on or before the Bar Date.

Judge Walrath directs that all Claims must be filed with:

      Clerk of United States Bankruptcy Court for
       the District of Delaware  
      824 Market Street
      Wilmington, Delaware 19801

Proofs of claim are not required on account of:

      1. Claims listed in the Debtor's Amended Schedules, or any
         amendments thereto that are not listed as contingent,
         unliquidated or disputed;

      2. Claims already properly filed with the Court;

      3. Claims previously allowed by Order of the Court; and

      4. Claims that arose after the Petition Date.

Stations Holding Company, Inc., is a holding company with
minimal operations other that from its non-debtor, wholly-owned
subsidiary, Benedek Broadcasting Corporation. Benedek
Broadcasting owns and operates 23 television stations located
throughout the United States. The Company filed for chapter 11
protection on March 22, 2002. Laura Davis Jones, Esq., at
Pachulski, Stang, Ziehl Young & Jones and James H.M. Sprayregen,
Esq., at Kirkland & Ellis represent the Debtor in its
restructuring efforts. When the Company filed for protection
from its creditors, it listed estimated debts and assets of more
than $100 million.

  
STRATESEC INC: Fails to Meet AMEX Continued Listing Guidelines
--------------------------------------------------------------
Stratesec, Incorporated (AMEX:SFT) received notice on July 18,
2002, from the American Stock Exchange staff that the Company no
longer complies with the Exchange's continued listing guidelines
due to recurring losses and stockholders' equity and that its
securities are, therefore, subject to being delisted from the
Exchange.

Stratesec has appealed the determination and has requested a
hearing before the Committee of the Exchange. There can be no
assurance that the Company's request for continued listing will
be granted.

Stratesec is currently in merger negotiations with a privately
held, profitable information security company. If the merger is
consummated Stratesec believes it will comply with AMEX listing
requirements.

Stratesec, Incorporated is a fully integrated single source
security systems company.

The company provides consulting and planning, engineering and
design, systems integration, and maintenance and technical
support services to commercial and government clients worldwide.
Stratesec has completed security projects for airports,
corporations, utilities, prisons, universities, and federal,
state and local governments.


SUNTERRA CORP: Exits from Bankruptcy Following Plan Consummation
----------------------------------------------------------------
Sunterra Corporation announced that its plan of reorganization
had become effective and consequently it had emerged from its
Chapter 11 bankruptcy cases. Simultaneously, Sunterra entered
into a $300 million exit financing facility provided by Merrill
Lynch Mortgage Capital Inc.  Sunterra and certain of its
subsidiaries filed for reorganization under Chapter 11 on May
31, 2000.

Nick Benson, CEO of Sunterra said, "This is a truly momentous
day for Sunterra, all of our loyal staff and our members
throughout the world.  Our emergence from bankruptcy would not
have been possible without their support and dedication.  We
have exciting plans for the future, and we are now poised to re-
establish the company as the global leader in the vacation
ownership industry.  I extend my heartfelt thanks to everyone
who helped us through the last two years."

Sunterra Corporation is one of the world's largest vacation
ownership companies, with owner families and resorts in North
America, Europe, the Pacific and the Caribbean.


SYBRON DENTAL: Third Quarter Net Sales Jump 11.2% to $119 Mill.
---------------------------------------------------------------
Sybron Dental Specialties, Inc. (NYSE: SYD), a leading
manufacturer of value-added products for the dental and
orthodontic professions and products for use in infection
prevention, announced its financial results for the third
quarter of fiscal 2002, ended June 30th, 2002.  Sybron also
announced that it will implement a number of changes to its
sales and marketing strategy at the Kerr and Metrex subsidiaries
as part of a company-wide effort to optimize its forecasting,
planning and production capabilities and achieve a greater
return on its marketing expenditures.

                       THIRD QUARTER RESULTS

Net sales for the third quarter of fiscal 2002 totaled $119.3
million, compared to $107.3 million in the prior year period, an
increase of 11.2%. SDS' total internal growth rate was 3.6% for
the third quarter, and 4.2% for consumables.  Over 96% of SDS
sales are in consumable supplies.

Net income for the third quarter of fiscal 2002 was $3.9
million, or $0.10 per diluted share, compared to net income of
$9.4 million, or $0.25 per diluted share, in the same period of
the previous year.  Net income for the third quarter of fiscal
2002 was impacted by $13.0 million (pre-tax) in one-time charges
($7.7 million of which are non-cash charges) related to the new
credit structure the Company entered into on June 6, 2002 (see
below for details of one-time charges).

Pro-forma net income, which the Company believes is a more
accurate representation of its fiscal third quarter financial
performance, was $11.9 million, or $0.30 per diluted share.  Pro
forma net income excludes the one-time charges related to the
new credit structure.

In accordance with APB 20, all prior year comparisons reflect
the use of the first-in, first-out inventory accounting
methodology pursuant to the Company's previously announced
change from last-in, first-out to FIFO in the third fiscal
quarter of 2002.

Pro forma diluted cash earnings per share for the third quarter
of fiscal 2002 were $0.40, which are calculated by excluding tax
effected depreciation and amortization of intangibles including
goodwill.  Depreciation and amortization expense for the third
quarter was $5.6 million.

"With the exception of Metrex, which faced difficult prior year
comparisons, we saw reasonable levels of growth throughout the
Company," said Floyd W. Pickrell, Jr., Chief Executive Officer
of Sybron Dental Specialties. "Kerr, our general dental
subsidiary, increased sales by almost 17%.  This growth was
driven by continued strong sales of our Point 4 line of
composites, increasing sales from our recent acquisition,
Orascoptic, and market share gains from our line of Pinnacle
preventive products.

"Ormco, our orthodontics subsidiary, recorded its second
consecutive quarter of positive year-over-year internal growth,
which was driven by strong sales internationally and continued
progress in winning back domestic accounts that were lost in
prior years.  Based on market growth for the calendar year 2001,
we believe we are again increasing our market share on a global
basis, and we believe the momentum we are building will result
in continued market share gains going forward.

"And finally, Metrex, our infection prevention subsidiary,
continued to see solid demand.  However, year-over-year growth
was down due to unusually large shipments in the third and
fourth fiscal quarters last year to supply our distribution
chain in anticipation of moving production from the Parker, CO
facility to Romulus, Michigan," said Mr. Pickrell.

                         ONE-TIME CHARGES

The one-time charges recorded in the third fiscal quarter
relating to the Company's refinancing of its credit facility
totaled $8.0 million net of tax ($13.0 million pre-tax, of which
$7.7 million were non-cash charges), and were as follows:

$3.7 million net of tax ($6.0 million pre-tax) recorded as an
extraordinary item:

     -- A charge of approximately $1.0 million ($1.5 million
pre-tax) of termination costs primarily related to a pre-payment
penalty on the Term Loan B of the Company's previous credit
facility

     -- A non-cash charge of approximately $2.7 million ($4.5
million pre-tax) for the amortization of the remainder of its
deferred financing fees related to its previous credit facility
$4.3 million net of tax ($7.0 million pre-tax) recorded in other
income (expense):

     -- A charge of approximately $2.3 million ($3.8 million
pre-tax) related to the termination of interest rate swaps that
could not be re-assigned to the new credit facility

     -- A non-cash charge of approximately $2.0 million ($3.2
million pre-tax) related to expensing the fair value of interest
rate swaps that were re-assigned to the new credit facility

                    FINANCIAL HIGHLIGHTS

Pro forma earnings (which exclude the above one-time charges)
before interest, taxes, depreciation and amortization (EBITDA)
for the quarter were $31.6 million.  Pro forma EBITDA was 26.5%
of net sales for the quarter. Capital expenditures were $5.1
million for the quarter.

Net trade receivables were $81.1 million and net inventory was
$88.8 million at the end of the third quarter.  Day sales
outstanding were 58.4 days, compared with 55.0 days at the end
of March 31, 2002 and 65.0 days at the end of June 30, 2001.  
Inventory days were 155 days as compared to 166 days at the end
of March 31, 2002, as calculated on a FIFO basis.

Please refer to the supplemental schedules provided on the
Financial Report's section of Sybron's Investor Relations web
site -- http://www.sybrondental.com/investors/pubs.html-- that  
detail the calculation of the Company's DSOs and inventory
turnover.

Sybron's average credit facility debt outstanding for the
quarter was approximately $334.0 million and the Company's
average interest rate on the debt was 7.07%.  Total debt
outstanding was approximately $363.3 million at June 30, 2002,
compared to $352.0 million at March 31, 2002.  The increase in
the Company's total debt was related to $17.9 million of cash
charges related to the prepayment of its previous credit
facility, the termination of interest rate and cross-currency
debt swaps, and financing fees for the new credit facility.

Cash and cash equivalents increased $7.7 million to $21.4
million during the fiscal third quarter.  The increased cash
balance will be used to pay down debt in future quarters.

Gross margins in the third quarter of 2002 were 56.4%, compared
with 57.3% in the third quarter of 2001 and 56.6% in the second
quarter of 2002, adjusted to FIFO.  Gross margins were
negatively impacted by unabsorbed overhead at the production
facilities of the Ormco subsidiary.  Operating income for the
third quarter of 2002 was $26.1 million, compared to $24.7
million in the third quarter of 2001.  Research and development
expenditures increased 17.5% to $2.8 million in the third
quarter of 2002, compared to $2.4 million in the same period in
the prior year.  R&D expenses were approximately 2.4% of sales
in the third quarter of 2002.

          SALES AND MARKETING CHANGES AT KERR AND METREX

Sybron announced that it will implement a number of changes to
its sales and marketing strategy at the Kerr and Metrex
subsidiaries as part of a company-wide effort to optimize its
forecasting, planning and production capabilities and achieve a
greater return on its marketing expenditures.  The changes
include:

     -- Transitioning the compensation structure for its sales
force from quarterly to monthly focus

     -- Discontinuing the annual rebate program for Kerr's North
American distributors, as announced last year, as well as dealer
incentive programs that are not designed to increase the end-
user's purchases of Kerr and Metrex products

These changes are expected to result in the following long-term
benefits:

     -- Provide a greater consistency in the level of demand

     -- Enable production levels to more closely match the level
        of end-user demand

     -- Reduce working capital requirements

     -- Increase sales volumes by stimulating greater end-user
        demand

     -- Improve gross margins through increased production
        volumes and manufacturing efficiencies

"We believe that we have a strong franchise with valuable brand
recognition, exceptional R&D capabilities and an unparalleled
reputation for quality products," said Mr. Pickrell.  "These
core strengths position the company to maintain our leadership
in the marketplace and achieve consistent growth.

"However, we believe that we need to strike a more appropriate
balance between meeting short-term financial goals and managing
for the creation of long-term shareholder value.  The changes in
our sales and marketing strategy are expected to negatively
impact our fourth fiscal quarter financial results, but we are
confident that they will ultimately result in more normalized
sales levels that will have a positive impact on our internal
growth rates, average selling prices, gross margins, and working
capital management," said Mr. Pickrell.

                         OUTLOOK

Sybron revised its guidance for the full fiscal year 2002.  The
Company now expects net income to range between $42 million and
$43 million, excluding one-time charges.  This is a reduction
from the previous guidance of $48 million to $51 million.  
Approximately $2.4 million of the downward revision is
attributable to the impact of the change from LIFO to FIFO
inventory accounting methodology.

For the fourth fiscal quarter, Sybron expects revenue to range
between $114 million and $117 million, and diluted earnings per
share to range between $0.24 and $0.26, excluding the impact of
an expected restructuring charge. The expected restructuring
charge of approximately $3 million is related to the
consolidation of the Company's European facilities into the
expanded Hawe Neos facility in Switzerland.

"Our fourth quarter results will also be impacted by lower sales
than expected at our Ormco subsidiary, which will place even
greater pressure on our gross margins," said Mr. Pickrell.  
"While we are making progress in regaining market share in the
orthodontics area, it has not come at the rate we anticipated.

"It is important to note that we have established an
infrastructure that can accommodate the future growth we expect
at Ormco.  While this infrastructure is a near-term burden, we
believe that it is appropriate given the initial success we are
having in winning back domestic orthodontic accounts and the
planned new product introductions that we believe will be strong
sellers.  We will focus on maintaining tight expense control and
exploring all rationalization opportunities, and we expect the
sales volume will grow to the level necessary to adequately
absorb our manufacturing overhead.  However, we believe it is in
the Company's best long-term interest to keep this
infrastructure largely intact, as it should ultimately yield a
strong return on our investment.

"Given the transition period we are in, our fiscal fourth
quarter will be challenging.  Following the short-term impact of
the changes we have made, we expect that Sybron will be a much
stronger company.  With the new products to be introduced in
fiscal 2003 and a sales and marketing strategy designed to
create a more consistent level of demand, we expect to see
improvements in all aspects of our operations.  However, due to
a very competitive pricing environment in the orthodontics
market, we expect gross margins to remain under pressure.

"For the full fiscal year 2003, we expect to achieve internal
revenue growth of 4-6% and, following the adoption of SFAS 142,
to record diluted earnings per share between $1.30 and $1.40,"
said Mr. Pickrell.

The subsidiaries of Sybron Dental Specialties are leading
manufacturers of value-added products for the dental and
orthodontic professions and products for use in infection
control.  The primary subsidiaries of Sybron Dental are Kerr,
Ormco and Metrex.  Kerr Corporation develops, manufactures, and
sells through independent distributors a comprehensive line of
consumable products to the dental industry worldwide.  Ormco
develops, manufactures, markets and distributes an array of
consumable orthodontic and endodontic products worldwide.  
Metrex Research Corporation develops, manufactures, and sells
through independent distributors consumable infection prevention
products to the dental and medical markets.

                         *   *   *

As previously reported, Standard & Poor's assigned a single-'B'
rating to Sybron Dental Specialties Inc.'s proposed $150 million
10-year senior subordinated notes. Sybron, a leading
manufacturer of professional dental products, plans to use the
proceeds from this offering to repay bank debt and lengthen its
maturity schedule. At the same time, Standard & Poor's assigned
a double-'B'-minus rating to Sybron's $350 million dollar senior
secured credit facility. Total rated debt outstanding for the
company is approximately $360 million.

The speculative-grade ratings on Sybron reflect its position as
a leading manufacturer of professional dental products, offset
by the challenges of effectively operating its expanding
business while shouldering debt associated with its late-2000
spin-off.


TRANSLATION GROUP: Must Secure New Financing to Fund Operations
---------------------------------------------------------------
The Translation Group, Ltd. and Subsidiaries translates and
localizes documents and software into various languages.  
Services are provided to many industries with a concentration in
information  technology companies.  The basic business model is
to accelerate technical developments together with product
marketing and sales.

TTGL was incorporated in the State of Delaware on July 6, 1995,
and under the terms of an agreement and plan of reorganization,
acquired 100% of the issued outstanding shares of the Bureau of
Translation Services, Inc., on January 17, 1996. BTS was
incorporated in 1984 in the State of Pennsylvania.  On December
2, 1996, the Company completed its initial public offering and
sold 705,000 shares of its common stock at a price of $6.00 per
share and 1,840,000 warrants at a price of $.20 per warrant. The
net proceeds amounted to approximately $3.5 million.

The Company incurred net losses of $2,833,179 and $11,175,749
for the years ended March 31, 2002 and 2001, respectively,
currently has a working capital deficiency of about $1,600,000
and is in default of its bank debt.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern.

Management believes that the existing working capital
deficiency, together with revenues from the remaining
translation company, are insufficient to fully implement its
plans to exploit the Gedanken System.  Additional funding,
either from outside investors, partners, or customers will be
required in order for the Company to fully realize the potential
of the Gedanken System and services based on the system.  The
Company believes that it will be able to finance its growth from
the issuance of securities and has continued discussions with a
number of potential funding sources.  However, the Company has
not received any commitments with respect to such financing and
there can be no assurance that the Company will be able to
finance its planned growth.  If the Company is unable to
secure additional financing, it may be required to slow its
service offering based on the Gedanken System or may be required
to seek joint venture partners or license technologies to others
with better resources or finally to cease its operations.


TRICORD SYSTEMS: Nasdaq Will Delist Shares Effective August 5
-------------------------------------------------------------
Tricord Systems, Inc. (Nasdaq:TRCD), received a notice from
Nasdaq on July 26, 2002 that its request for additional time to
regain compliance with Nasdaq's continued listing requirements
has been denied. Accordingly, Tricord's securities will be
delisted from the Nasdaq SmallCap Market at the opening of
business on August 5, 2002 unless Tricord files an appeal
regarding its delisting with Nasdaq by August 2, 2002. Tricord
is currently considering all options available to it, including
whether or not to file such an appeal.

Tricord's Illumina(TM) software consists of a revolutionary
distributed file system and management technology that clusters
multiple server appliances into a single resource. Because
multiple appliances in a cluster are managed as one entity, many
of the tasks associated with managing and growing storage
systems are eliminated. Illumina-enabled appliances are
literally plug-and-play, offering seamless growth and continuous
access to content with no downtime. As the number of appliances
grows, performance and throughput scale along with capacity.
This is achieved without expensive system administration or
downtime due to the ability of the appliances to operate as a
single unit.

Tricord Systems, Inc. designs, develops and markets clustered
server appliances and software for content-hungry applications.
The core of Tricord's revolutionary new technology is its
patented Illumina(TM) software that aggregates multiple
appliances into a cluster, managed as a single resource.
Radically easy to deploy, manage and grow, Tricord's products
allow users to add capacity to a cluster with minimal
administration. Appliances are literally plug-and-play, offering
seamless growth and continuous access to content with no
downtime. The technology is currently designed for applications
including general file serving, virtual workplace solutions,
digital imaging, and security. Tricord is based in Minneapolis,
MN with offices in Colorado, California and Georgia. For more
information, visit http://www.tricord.com


USG CORP: Court Okays Kaye Scholer as Trafelet's Attorneys
----------------------------------------------------------
Dean M. Trafelet, the legal representative for future claimants
in the Chapter 11 cases involving USG Corporation and its
debtor-affiliates, obtained permission from Judge Newsome to
retain and employ Kaye Scholer, LLP as his attorneys, nunc pro
tunc, to June 6, 2002.

Kaye Scholer's will charge for legal services at its standard
hourly rates:

        Michael J. Crames   (Partner) -- $690
        Andrew  A. Kress    (Partner) -- $605
        Ana Alfonso         (Associate) -- $395
        Steven R. Wirth     (Associate) -- $380
        Nicholas J. Cremona (Associate) -- $335

Kaye Scholer will:

        (a) Provide legal advice with respect to the Futures
            Representative's powers and duties as FR for the
            Future Claimants;

        (b) Take any and all actions necessary to protect and
            maximize the Debtors' estates' value for the purpose
            of making distributions to Future Claimants and to
            represent the FR in connection with negotiating,
            formulating, drafting, confirming and implementing a
            plan(s) of reorganization, and performing other
            functions as set forth in Section 1103(c) of the
            Bankruptcy Code or as are reasonably necessary to
            effectively represent the Future Claimants'
            interests;

        (c) Prepare, on the FR's behalf, necessary
            applications, motions, objections, answers, orders
            reports and other legal papers in connection with
            the administration of the estates in these cases;
            and

        (d) Perform any other legal services and other support
            requested by the FR in connection with these Chapter
            11 cases. (USG Bankruptcy News, Issue No. 29;
            Bankruptcy Creditors' Service, Inc., 609/392-0900)

USG Corporation's 8.50% bonds due 2005 (USG05USR1), DebtTraders
reports, are trading at 79 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=USG05USR1for  
real-time bond pricing.


V-ONE CORP: Equity Deficit Narrows to $570K at June 30, 2002
------------------------------------------------------------
V-One Corporation (Nasdaq: VONE) reported revenue of $0.9
million for the second quarter and $1.73 million for the first
six months of fiscal 2002.

Revenue for the comparable three and six month periods that
ended June 30, 2001, was $.9 million and $1.71 million,
respectively.

The loss attributable to holders of common stock for the second
quarter of 2002 was $1.6 million, compared with a loss
attributable to holders of common stock of $2.5 million, based
on the weighted average number of common shares outstanding of
24.3 million and 22.3 million, respectively, for the second
quarter of 2002 and 2001. The loss attributable to holders of
common stock for the first six months of 2002 was $3.8 million,
compared with a net loss of $6.6 million, based on the weighted
average number of common shares outstanding of 24.2 million and
22.2 million, respectively, for the first six months of 2002 and
2001.

At June 30, 2002, V-One's balance sheet shows a working capital
deficiency of about $1.1 million, and a total shareholders'
equity deficit of about $570,000.

At June 30, 2002, the Company's cash position was $130 thousand.
In July, the Company closed on approximately $1.2 million
dollars in a private placement of 8% Secured Convertible Notes
with warrants, due 180 days after issue and with an additional
180-day extension available at the option of the Company or the
holders. The holders may convert their notes at any time into
the Company's common stock at a conversion price equal to the
greater of $0.25 per share and 60% of the average closing sales
price of the Company's Common stock. for the five trading day
period immediately preceding the Company's receipt of the
holders notification of conversion. Detachable five year
warrants, exercisable at $0.50 per share at the same Exercise
Floor, are included to provide 50% warrant coverage to the note
holders. The Company intends to file a registration statement
within thirty days to register for resale the common shares
underlying the notes and the detachable warrants.

During the second quarter and first six months of 2002, V-ONE
has experienced slowness from commercial customers because of
the significant downturn in the telecommunications sector.
Certain large customers have delayed the release of new orders
in response to concerns about the economic uncertainty in the
marketplace and the ability of V-ONE to raise capital and
sustain its operations. Delays are also being experienced in
several of the Company's federal, state and local programs as
the government has sought to define the nature and scope of its
Homeland Security initiatives.

Citrix has notified V-ONE and advised the Citrix user community
that the Citrix Secure Gateway provides adequate security for
most Citrix customers and has implemented an End of Life
Strategy for the Citrix Extranet product, a private labeled
version of the V-ONE SmartGate. A transition period is now in
effect and Citrix is directing Extranet customers and channel
partners who need a full VPN solution to contact V-ONE. V-ONE
has established a transition program for these customers and is
working to migrate those users to SmartGate.

"The Company was successful in raising capital during very
difficult market conditions," said Margaret Grayson, President
and CEO of V-ONE Corporation. "V-ONE is continuing to reduce
costs of operations and has implemented an across the board
salary reduction program effective July 16th. The Company
reduced operating expenses on April 1, 2002 by approximately
25%. Total operating expenses decreased for the second quarter
by approximately $908 thousand and by approximately $1million,
for the six months ended June 30, 2001 compared with the same
periods last year. Further steps were taken to reduce expenses
in mid-July by implementing a reduced workweek designed to
ensure that customers' requirements are met, without
jeopardizing the company's workforce. With these cost saving
measures in place, V-ONE will focus its engineering design
efforts on completing features committed to meet the needs of
existing and potential customers in the government sector and
supporting the relationships with our channel partners for sales
and marketing to commercial accounts."

During this time period, V-ONE made a substantial investment in
the Company's products and intellectual property, working
closely with the government program offices to determine
requirements and provide program engineering, design and new
product features necessary for secure information sharing. The
Company anticipates that government agencies will begin
purchasing under these programs in the September timeframe and
is expected to expand significantly during the coming years as
these programs are implemented.

The Company's SmartGate and SmartGuard security products are an
accepted part of important federal government programs
supporting Homeland Security, including information sharing
networks such as Law Enforcement Online (LEO), the Federal
Bureau of Investigation project that established the nation's
first-ever communications mechanism to link all levels of law
enforcement across the country, and the Regional Information
Sharing Systems nationwide intelligence network for state and
local law enforcement officers and by Consequence Management
Interoperability Services for support of government and first
responder agencies at the local, state and federal levels in the
prevention, planning, preparedness, response, and recovery from
terrorist activities involving weapons of mass destruction.

V-ONE's security technology was selected as the VPN security for
the U.S. Army's Automatic Identification Technology program for
wireless protection of their 802.11b LANS and the Company has
received new program awards from the Department of Defense, US
Department of the Treasury and other civilian agencies.

V-ONE recently announced plans to offer advanced Virtual Private
Network solutions to users and resellers of satellite IP data
communication services through its SmartSat(TM) program.
SmartSat enables organizations to realize the benefits of
satellite communication while overcoming long-standing VPN
performance problems associated with satellite circuits. The
SmartSat program is built upon SmartGate(R), V-ONE's innovative
VPN software. Operating at the application layer, SmartGate
circumvents performance problems experienced by IPSec and other
network layer VPN protocols when subjected to satellite circuit
propagation delay. SmartGate overcomes latency from each 22,300
mile space segment by taking advantage of techniques to improve
performance such as protocol spoofing and caching--something
IPSec solutions cannot realize since remote site acknowledgement
of encrypted data packets is mandated by the IPSec protocol
design. Benchmark results have shown as much as a 5:1
improvement in throughput over IPSec solutions.

"The first six months of 2002 have been very challenging for V-
ONE. Times are difficult but morale is high and we believe that
the Company is now better positioned to succeed," added Margaret
Grayson. "During this time period the Company has delivered the
most advanced and powerful products in its history; products
designed to solve the most difficult security problems for large
enterprise and government customers enabling secure, controlled,
information sharing and connectivity across complex networks. We
have a hard working team that is recognized by our customers for
their skill and commitment. Most importantly, we have a customer
base that needs these products to successfully implement their
programs."

Providing enterprise-level network security protection since
1993, V-ONE Corporation's flagship product is SmartGate(R), a
client/server Virtual Private Network technology. Fortune 1000
corporations, health care organizations and sensitive government
agencies worldwide use SmartGate for their integrated
authentication, encryption and access control. With its patented
client deployment and management capabilities, SmartGate is a
compelling solution for remote access intranets and secure
extranets for electronic business between trading partners, for
both conventional and wireless networks. V-ONE is headquartered
in Germantown, MD. Product and network security information,
white papers and the company's latest news releases may be
accessed via http://www.v-one.com  


WARNACO: Gets Open-Ended Extension of Lease Decision Period
-----------------------------------------------------------
For the third time, The Warnaco Group, Inc., and its debtor-
affiliates obtained from the Court an extension of their
deadline by which they must assume or reject leases.  This time,
the Debtors obtained an open-ended extension through and
including the date the plan of reorganization is confirmed,
subject to:

  (a) the right of the Debtors to request further extension, if
      necessary, with respect to the Leases; and

  (b) the right of any Lessor to request that the extension be
      shortened for cause as to a particular Lease. (Warnaco
      Bankruptcy News, Issue No. 29; Bankruptcy Creditors'
      Service, Inc., 609/392-0900)  


WARNACO: Signs-Up Keen Realty to Market 21 Closing Speedo Stores
----------------------------------------------------------------
The Warnaco Group Inc., the New York based apparel
manufacturer/retailer, has retained Keen Realty, LLC to assist
the company in the disposition of certain real estate assets,
including the marketing of 21 Speedo(R) Authentic Fitness(R)
retail locations. An auction of the available leaseholds is
currently being considered for August 27, 2002, subject to
bankruptcy court approval.

Keen Realty is a real estate firm specializing in restructuring
retail real estate and lease portfolios and selling excess
assets. Keen has assisted Warnaco in the disposition of
approximately 85 retail locations, including 22 Warnaco Factory
Stores and Olga(R) Warner's(R) outlet stores which are also
currently available, as well as properties in Murfreesboro, TN,
Duncansville, PA and Costa Rica. Warnaco filed for Chapter 11
bankruptcy court protection on June 11, 2001.

"The available Speedo(R) Authentic Fitness(R) locations
represent an excellent opportunity for a retailer looking to
expand" said Craig Fox, Keen Realty's Vice President. "The
stores are located in some of America's best malls and shopping
areas, including Glendale Galleria in California, West Farms
Mall in Connecticut, Dallas Galleria and Highland Park Village
in Texas and King of Prussia Mall in Pennsylvania. We are
encouraging prospective purchasers to put in their bids
immediately as properties may be sold prior to the auction."

Available to users are Speedo(R) Authentic Fitness(R) retail
properties located in California, Connecticut, Washington D.C,
Florida, Illinois, New Jersey, New York, North Carolina, Ohio,
Pennsylvania, Texas, and Virginia. The sites range in size from
670 square feet to 1,511 square feet.

For over 15 years, Keen Consultants, LLC has had extensive
experience solving complex problems and evaluating and selling
real estate, leases and businesses in bankruptcies, workouts and
restructurings. Keen Consultants, a leader in identifying
strategic investors and partners for businesses, has consulted
with over 130 clients nationwide, evaluated and disposed of over
165,000,000 square feet square of properties and repositioned
nearly 9,000 stores across the country.

Companies that the firm has advised include: Northern
Reflections, Edison Bros., Cosmetic Center, Long John Silver,
Caldor, Citibank, N.A. (Ames Dept. Stores), Cumberland Farms,
Fayva Shoe, Herman's Sporting Goods, K-Mart, Merry-Go-Round
Stores, Neiman Marcus, Petrie Retail Inc., and Woodward &
Lothrop. Most recently Keen has sold over $125 million of excess
properties for Family Golf Centers, $80 million of excess
properties for Service Merchandise, raised approximately $5
million for Filene's Basement, $4 million for CODA/Jeans West,
and raised $5.5 million for Learningsmith Inc. In addition to
Warnaco, other current clients include: Cooker Restaurant Corp.,
Sweet Factory, Museum Company, Pennsylvania Fashions, Footstar,
Anamet Industrial and Graham Field Health Products.

For more information regarding the sale of the Warnaco
properties, please contact Keen Realty, LLC, 60 Cutter Mill
Road, Suite 407, Great Neck, NY 11021, Telephone: 516-482-2700,
Fax: 516-482-5764, e-mail: krc@keenconsultants.com, Attn: Craig
Fox.


WHEELING-PITTSBURGH: Has Until Sept. 23 to File Chapter 11 Plan
---------------------------------------------------------------
Despite the objection of the Unsecured Noteholders' Committee,
Judge Bodoh grants Wheeling-Pittsburgh Steel Corp., and its
debtor-affiliates' motion for a seventh extension of their
exclusivity periods.

The Official Committee of Unsecured Noteholders complained that
the requested extension was "far too long", given the length of
the cases and the critical juncture at which the Debtors find
themselves.

Judge Bodoh extends:

       (i) the period within which the Debtors may exclusively
           file a plan of reorganization to and including
           Monday, September 23, 2002; and

      (ii) the period in which the Debtors may solicit
           acceptances of that plan of reorganization, to
           and including Friday, November 22, 2002. (Wheeling-
           Pittsburgh Bankruptcy News, Issue No. 24; Bankruptcy
           Creditors' Service, Inc., 609/392-0900)  


WILLIAMS COS.: Moody's Further Downgrades Several Low-B Ratings
---------------------------------------------------------------
Moody's Investors Service took several rating actions on
Williams Companies, Inc., and its subsidiaries.  

The rating actions taken are as follows:

             The Williams Companies, Inc.

     * Senior implied rating of Ba3,

     * Senior unsecured issuer rating of B1,

     * Commercial paper from P-3 to NP,
  
     * Senior unsecured debt from Baa3 to B1,
  
     * Senior unsecured of (P)Baa3

     * Senior subordinated of (P)Ba1

     * Senior Preferred shelf from (P)Ba2 to (P)B1/(P)B2/ (P)B3;

                Williams Capital I

     * Preferred stock from Ba1 to B2,
  
    * Preferred shelf from (P)Ba1 to (P)B2;

                Williams Capital II

     * Preferred shelf from (P)Ba1 to (P)B2;

                   MAPCO Inc.

     * Senior unsecured debt from Baa3 to B1;

            Northwest Pipeline Corporation

     * Senior unsecured debt from Baa2 to Ba2,

     * Senior unsecured shelf from (P)Baa2 to (P)Ba2;

        Texas Gas Transmission Corporation

     * Senior unsecured debt from Baa2 to Ba2,

     * Senior unsecured shelf from (P)Baa2 to (P)Ba2;

                Transco Energy Company

     * Senior unsecured debt from Baa3 to B1;

          Transcontinental Gas Pipe Line Corporation

     * Senior unsecured debt from Baa2 to Ba2,

     * Senior unsecured shelf from (P)Baa2 to (P)Ba2;

            Williams Gas Pipeline Central, Inc.

     * Senior unsecured debt from Baa2 to Ba2;

              Barrett Resources Corporation

     * Senior unsecured debt and issuer rating from Baa3 to B1

The rating actions mirror Moody's concerns on the sufficient
liquidity of the company as operating cash flow has been below
expectations this year and debt repayments are nearing their
due.  The company is presently pursuing the renewal of its bank
credit facilities, although Moody's projects that these
facilities will have to be restructured on a secured basis.  

Moody's believes that Williams will have to rely on asset sales
and an increase in the amount of its committed facilities to
stabilize its financial position.

The ratings remain under review for possible further downward
rating actions.

Williams Companies, Inc., a diversified energy services company,
is headquartered in Tulsa, Oklahoma.


WILLIAMS COMMS: Files Amended Plan of Reorganization in New York
----------------------------------------------------------------
Williams Communications Group, Inc., (OTC Bulletin Board: WCGRQ)
has filed an Amended Plan of Reorganization and Disclosure
Statement with the United States Bankruptcy Court for the
Southern District of New York.  Joining the Company in
sponsoring the Plan are the Official Committee of Unsecured
Creditors and Leucadia National Corporation (NYSE: LUK).  A
hearing on the Disclosure Statement has been scheduled for
August 13.

This filing follows the Company's July 26 announcement of a
Settlement Agreement reached by the Company, Official Committee
of Unsecured Creditors, The Williams Companies (NYSE: WMB) and
Leucadia National Corporation.  The Settlement Agreement
outlined Leucadia's minority investment in the Company of $150
million and purchase of certain rights associated with the
claims of The Williams Companies against Williams Communications
for the purchase price of $180 million.  The Plan of
Reorganization was included as an exhibit to the Settlement
Agreement.

The Company stated last week that it expects to emerge from
Chapter 11 this fall.

Based in Tulsa, Okla., Williams Communications Group, Inc., is a
bankrupt "debtor in possession" and the parent company of
Williams Communications, LLC, a leading broadband network
services provider.  For more information, visit
http://www.williamscommunications.com

Williams Communications Group Inc.'s 10.875% bonds due 2009
(WCGR09USR1) are trading at 12.5, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCGR09USR1
for real-time bond pricing.


WORLDCOM: Wants to Pay $50MM Prepetition Critical Vendor Claims
---------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates seek the Court's
permission to pay, in the ordinary course and in their
discretion and business judgment, up to $70,000,000 of
prepetition fixed, liquidated, and undisputed claims owed to
Prepetition Vendors management thinks are critical to the
Company's reorganization effort.

According to Lori R. Fife, Esq., at Weil Gotshal & Manges LLP in
New York, the Debtors utilize certain specialty vendors to
supply essential services and equipment for the operation of its
businesses.  The Debtors' ability to continue its operations
will largely depend upon the continued business of these
Critical Vendors.  Consequently, the Debtors have performed an
analysis of critical payments that are deemed necessary to avoid
potentially significant disruptions to the Debtors' business
operations.

Ms. Fife believes that support from its Critical Vendors on an
ongoing basis is vital to the Debtors' reorganization process.
At this precarious stage in the Debtors' business operations, an
interruption in the services provided by the Critical Vendors
will have a severely pernicious effect on their efforts to
rehabilitate and reorganize.  The services provided by the
Critical Vendors must continue unabated during the pendency of
the Debtors' Chapter 11 cases if substantial harm and loss of
enterprise value is to be avoided.  The interests of the
Debtors, its estates and creditors will best be served if the
Debtors are authorized to pay of the Critical Vendors' claims.

Ms. Fife relates that some of the essential functions and
equipment provided to the Debtors by the Critical Vendors
include: bill and order processing, collections services,
operator services, fraud monitoring, and other providers of
goods and services needed for revenue-related customer projects
in process.  In addition, the Debtors were provided vital
services by Critical Vendors including: maintenance,
construction and security services related to ensuring the
safety and reliability of its crucial network equipment and
network software, as well as for its employees.  Certain other
Critical Vendors are also relied upon by the Debtors with
respect to its design and construction of customized
telecommunications and data transmission networks.  These
custom-tailored networks, which are implemented by the Debtors
for its largest business customers, require specialized
equipment that is available from only a handful of companies
worldwide.

Ms. Fife adds that the Debtors also utilize independent third-
party verification services to verify carrier changes requested
by consumers who switch to the Debtors' service providers, as
required by federal regulation.  One of the purposes of the
federal regulation is to reduce "slamming", whereby consumers
are switched to a new service provider without prior consent.
Although the regulation permits written or electronic
authorization from the consumer in addition to third-party
verification, these alternatives are not viable for the Debtors.
Because potential customers are contacted primarily through
telemarketing, it is not practicable for the Debtors to obtain
written authorization from customers prior to provisioning and
the Debtors do not have the necessary equipment or development
to meet the legal requirements for electronic authorization.

As of the Petition Date, Ms. Fife reports that the Debtors
believe they owe about $50,000,000 to the Critical Vendors.  The
Debtors assure the Court that authority to pay the Critical
Vendor Claims will not create an imbalance of its cash flows
because majority of these obligations have customary payment
terms and will not be payable immediately.  Cash maintained by
Debtors, together with the cash generated in the ordinary course
of their businesses, will provide more than sufficient liquidity
for payment of the Critical Vendor Claims in the ordinary course
of business.  In addition, many of the Critical Vendors provide
services that result in a positive cash flow for the Debtors,
including those Critical Vendors that provide collection
services.

Because many of the Critical Vendors are integrally involved in
the Debtors' billing and collection efforts and federally
mandated third-party verification needs, Ms. Fife fears that the
cessation of the services provided by the Critical Vendors would
have an immediate negative impact on the Debtors' ability to
generate revenue which would irreparably harm its operations and
severely impede its prospects for successful rehabilitation.  In
the case of the Critical Vendors that provide specialized
networking equipment, an inability to obtain the equipment would
delay or perhaps even cancel the installation of customized
networks for the Debtors' largest business customers.  This
outcome would endanger some of the Debtors' most valuable
customer relationships.

The Debtors believe that it must continue to receive the
services provided by the Critical Vendors in order to achieve a
successful reorganization.  In some cases, some Critical Vendors
may:

  * refuse to provide services;

  * refuse to provide services on reasonable credit terms absent
    payment of prepetition claims; or

  * suffer significant financial hardship if their prepetition
    claims are not paid in whole or in part.

In case when a Critical Vendor either -- refuses to provide
services unless payment is given, or cannot afford to provide
the Debtors with services unless payment is given, Ms. Fife
asserts that Debtors should be able to exercise its discretion
and business judgment to pay Critical Vendor Claims.  The
Debtors believe that the payment of the Critical Vendor Claims
is necessary for its continuing operations and to preserve their
enterprise value for the benefit of its estates, creditors and
all parties in interest.

However, the Debtors has not had the opportunity to review and
analyze each of its numerous vendors to determine whether the
services provided by each vendor are absolutely critical to the
continuation of its businesses.  Accordingly, the Debtors ask
the Court's authority to pay any additional Critical Vendors as
they are identified, together with the Critical Vendor Claims
previously identified, up to $70,000,000.

Without a seamless postpetition continuation of the services
provided by the Critical Vendors, Ms. Fife fears that the
Debtors would likely experience significant decreases in revenue
and a notable degradation of service quality.

Ms. Fife notes that Debtors only seek to pay Critical Vendor
Claims where nonpayment of these claims would lead to the
interruption of the delivery of services or would seriously
disrupt their operations.

Ms. Fife maintains that the proposed payments are also necessary
to ensure the continued support of the Critical Vendors whose
assistance is vital to the Debtors' efforts to maximize the
value of the estates.  The sums involved are insignificant in
relation to the potential disruption that would occur if
relationships with these suppliers were to be terminated.
(Worldcom Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


WORLDCOM INC: Nasdaq Delists Shares Effective July 30, 2002
-----------------------------------------------------------
WorldCom, Inc., (Nasdaq: WCOEQ, MCWEQ) announced that a Nasdaq
Listing Qualifications Panel had issued a written decision that,
based on WorldCom's recent bankruptcy filing and the pending
restatement of its financial statements for 2001 and the first
quarter of 2002, WorldCom's WorldCom Group Common Stock, MCI
Group Common Stock and 8% Cumulative Quarterly Income Preferred
Securities, Series A, would be delisted from the Nasdaq Stock
Market effective as of the opening of trading on July 30, 2002.  
WorldCom expects that its securities will trade on the Pink
Sheets under the symbols WCOEQ, MCWEQ and MCPEQ following the
delisting by Nasdaq.

WorldCom, Inc., (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

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.


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

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

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

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

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

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

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

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

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

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

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

February 22-25, 2003
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Litigation Institute I
         Marriott Hotel, Park City, Utah
            Contact: 1-770-535-7722 or                
                      http://www.nortoninstitutes.org

March 27-30, 2003
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Litigation Institute II
         Flamingo Hilton, Las Vegas, Nevada
            Contact: 1-770-535-7722 or
                     http://www.nortoninstitutes.org

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

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

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

June 26-29, 2003
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains, Advanced Bankruptcy Law
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 1-770-535-7722 or
                     http://www.nortoninstitutes.org

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

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

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

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

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

                          *********

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

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

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

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

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

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

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

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

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

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

                *** End of Transmission ***